cbditr3q18_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 October, 2018

           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, 2018  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 September 30, 2018, which comprise the balance sheet as of September 30, 2018 and the related statements of income and comprehensive income for the three and nine months periods then ended, and the statements of changes in equity and cash flows for the nine months 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 auditing standards 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 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.

 


 
 

 

Emphasis of matter

 

Restatement of corresponding figures

 

As mentioned in Note 5, due the adoption of the new accounting pronouncements, the corresponding individual and consolidated figures related to the balance sheet for the year ended December 31, 2017 and the corresponding interim financial information comprising the statements of income and comprehensive income for the three and nine months period ended September 30, 2017, and of changes in equity, cash flow statement and statement of value added (supplemental information) for the nine-month period ended September 30, 2017, presented for comparison purposes, were adjusted and are restated as required by CPC 23 (Accounting Policies, Changes in Accounting Estimates and Error Correction) and CPC 26(R1) - Presentation of Financial Statements. Our conclusion is not modified in respect of this matter.

 

Other matters

 

 

Statements of value added

 

We have also reviewed the individual and consolidated statements of value added for the nine months period ended September 30, 2018, 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.

 

 

São Paulo, October 25, 2018.

 

ERNST & YOUNG

Auditores Independentes S.S.

CRC-2SP034519/O-6

 

 

Antonio Humberto Barros dos Santos

Accountant CRC-1SP161745/O-3

 


 
 

Company Information

 

Capital Composition

5

Individual Interim Financial Information

 

Balance Sheet – Assets

6

Balance Sheet – Liabilities

7

Statement of Operations

8

Statement of Comprehensive Income

9

Statement of Cash Flows

10

Statement of Changes in Shareholders’ Equity

 

1/1/2018 to 9/30/2018

11

1/1/2017 to 9/30/2017

12

Statement of Value Added

13

Consolidated Interim Financial Information

 

Balance Sheet – Assets

14

Balance Sheet – Liabilities

15

Statement of Operations

16

Statement of Comprehensive Income

17

Statement of Cash Flows

18

Statement of Changes in Shareholders’ Equity

 

1/1/2017 to 9/30/2017

19

1/1/2016 to 9/30/2016

20

Statement of Value Added

21

Comments on the Company`s Performance

22

Notes to the Interim Financial Information

39

 

 


 
 

 

Number of Shares

(thousand)

Current Quarter

9/30/2017

 

Share Capital

 

 

Common

99,680

 

Preferred

167,119

 

Total

266,799

 

Treasury Shares

 

 

Common

0

 

Preferred

233

 

Total

233

 

  

  

5


 
 

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

ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Individual Interim Financial Information / Balance Sheet - Assets

R$ (in thousands)

   

 

 

 

Code

Description

Current Period

09/30/2018

Previous Year
12/31/2017

1

Total Assets

23,631,000

22,863,000

1.01

Current Assets

   8,915,000

9,079,000

1.01.01

Cash and Cash Equivalents

   2,001,000

2,868,000

1.01.03

Accounts Receivable

988,000

681,000

1.01.03.01

Trade Receivables

750,000

428,000

1.01.03.02

Other Receivables

238,000

253,000

1.01.04

Inventories

   3,278,000

3,042,000

1.01.06

Recoverable Taxes

230,000

360,000

1.01.07

Prepaid Expenses

119,000

   86,000

1.01.08

Other Current Assets

   2,299,000

2,042,000

1.01.08.01

Assets Held for Sale

   2,216,000

2,009,000

1.01.08.03

Other

   83,000

   33,000

1.01.08.03.01

Financial Instruments - Fair Value Hedge

   49,000

   0  

1.01.08.03.02

Others Assets

   34,000

   33,000

1.02

Noncurrent Assets

14,716,000

13,784,000

1.02.01

Long-term Assets

   3,393,000

2,939,000

1.02.01.04

Accounts Receivable

518,000

527,000

1.02.01.04.01

Trade Receivables

   53,000

   80,000

1.02.01.04.02

Other Receivable

465,000

447,000

1.02.01.07

Deferred taxes

180,000

112,000

1.02.01.08

Prepaid Expenses

   12,000

   8,000

1.02.01.09

Related Parties

249,000

206,000

1.02.01.10

Other Noncurrent Assets

   2,434,000

2,086,000

1.02.01.10.04

Recoverable Taxes

   1,746,000

1,465,000

1.02.01.10.05

Restricted Deposits For Legal Proceedings

645,000

609,000

1.02.01.10.06

Financial Instruments - Fair Value Hedge

   43,000

   12,000

1.02.02

Investments

   4,295,000

3,366,000

1.02.02.01

Investments in Associates and Subsidiaries

   4,275,000

3,345,000

1.02.02.01.02

Investments in Subsidiaries

   4,275,000

3,345,000

1.02.02.02

Investment properties

   20,000

   21,000

1.02.03

Property and Equipment

   5,826,000

6,286,000

1.02.04

Intangible Assets

   1,202,000

1,193,000

 

6


 
 

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

ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Individual Interim Financial Information / Balance Sheet - Liabilities

 

R$ (in thousands)

   

 

 

 

Code

Description

Current Period 09/30/2018

Previous Year
12/31/2017

2.

Total Liabilities

23,631,000

22,863,000

2.01

Current Liabilities

6,657,000

8,162,000

2.01.01

Payroll and Related Taxes

436,000

441,000

2.01.02

Trade payables

3,570,000

5,377,000

2.01.03

Taxes and Contributions Payable

205,000

228,000

2.01.04

Borrowings and Financing

1,541,000

1,223,000

2.01.05

Other Liabilities

896,000

891,000

2.01.05.01

Related Parties

436,000

387,000

2.01.05.02

Other

460,000

504,000

2.01.05.02.01

Dividends and Interest On Own Capital Payable

98,000

78,000

2.01.05.02.04

Utilities

16,000

14,000

2.01.05.02.05

Rent Payable

66,000

120,000

2.01.05.02.06

Advertisement  Payable

26,000

23,000

2.01.05.02.07

Pass-through Liabilities

10,000

14,000

2.01.05.02.08

Financing of property

35,000

95,000

2.01.05.02.09

Deferred Revenue

34,000

28,000

2.01.05.02.12

Other Accounts Payable

154,000

132,000

2.01.05.02.13

Customer Loyalty Programs

21,000

0

2.01.06

Provisions

9,000

2,000

2.02

Noncurrent Liabilities

6,194,000

4,513,000

2.02.01

Borrowings and Financing

4,416,000

2,876,000

2.02.02

Other Liabilities

852,000

803,000

2.02.02.02

Other

852,000

803,000

2.02.02.02.03

Taxes payable in installments

495,000

566,000

2.02.02.02.07

Other Accounts Payable

15,000

42,000

2.02.02.02.08

Provision For Losses on Investiments in Associates

342,000

195,000

2.02.04

Provisions

914,000

812,000

2.02.06

Deferred Revenue

12,000

22,000

2.03

Shareholders’ Equity

10,780,000

10,188,000

2.03.01

Share Capital

6,824,000

6,822,000

2.03.02

Capital Reserves

405,000

355,000

2.03.02.04

Stock Option

398,000

348,000

2.03.02.07

Capital Reserve

7,000

7,000

2.03.04

Earnings Reserve

3,160,000

3,174,000

2.03.04.01

Legal Reserve

457,000

457,000

2.03.04.05

Earnings Retention Reserve

232,000

233,000

2.03.04.07

Tax Incentive Reserve

49,000

0

2.03.04.10

Expansion Reserve

2,666,000

2,728,000

2.03.04.12

Transactions with non-controlling interests

-94,000

-94,000

2.03.04.14

Settlement of Equity Instrument

-150,000

-150,000

2.03.05

Retained Earnings/ Accumulated Losses

474,000

-114,000

2.03.08

Other comprehensive income

-83,000

-49,000

       

7


 
 

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

ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Individual Interim Financial Information / Statement of Operations

R$ (in thousands)

       

 

 

 

 

 

Code

Description

Current Quarter
07/01/2018 to
09/30/2018

Year to date current period
01/01/2018 to
09/30/2018

Previous Quarter
07/01/2017 to
09/30/2017

Year to date previous period
01/01/2017 to
09/30/2017

3.01

Net operating revenue

6,328,000

19,009,000

6,171,000

18,970,000

3.02

Cost of sales

-4,549,000

-13,622,000

-4,456,000

-13,186,000

3.03

Gross Profit

1,779,000

5,387,000

1,715,000

5,784,000

3.04

Operating Income/Expenses

-1,507,000

-4,282,000

-1,549,000

-4,964,000

3.04.01

Selling Expenses

-1,264,000

-3,830,000

-1,229,000

-3,901,000

3.04.02

General and administrative expenses

-178,000

-535,000

-188,000

-574,000

3.04.05

Other Operating Expenses

-210,000

-618,000

-278,000

-840,000

3.04.05.01

Depreciation and Amortization

-147,000

-454,000

-149,000

-447,000

3.04.05.03

Other operating expenses

-63,000

-164,000

-129,000

-393,000

3.04.06

Share of Profit of associates

145,000

701,000

146,000

351,000

3.05

Profit From Operations Before Net Financial and Income Tax

272,000

1,105,000

166,000

820,000

3.06

Net Financial Expenses

-117,000

-372,000

-132,000

-468,000

3.07

Income Before Income Tax and Social Contribution

155,000

733,000

34,000

352,000

3.08

Income tax and social contribution

18,000

64,000

22,000

-19,000

3.08.01

Current

-7,000

-6,000

23,000

-15,000

3.08.02

Deferred

25,000

70,000

-1,000

-4,000

3.09

Net Income (Loss) For The Period From Continued Operations

173,000

797,000

56,000

333,000

3.10

Net Income (Loss) For The Period From Discontinued Operations

-23,000

-19,000

-13,000

-37,000

3.10.01

Net Income (loss) from Descontinued Operations

-23,000

-19,000

-13,000

-37,000

3.11

Net Income (loss) for the period

150,000

778,000

43,000

296,000

3.99

Earnings per Share - (Reais/Share)

       

3.99.01.01

ON

0.52278

                   2.74642

0.15235

1.04912

3.99.01.02

PN

0.58900

                   3.02106

0.16758

1.15403

 

 

 

 

 

 

3.99.02.01

ON

0.52246

                   2.74610

0.15026

                       1.04912

3.99.02.02

PN

0.58510

                   3.00168

0.16512

                       1.14990

 

8


 
 

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

ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Individual Interim Financial Information / Statement of Comprehensive Income

         

R$ (in thousands)

     

Code

Description

 Previous Quarter
07/01/2018 to
09/30/2018

  Current Quarter
01/01/2018 to
09/30/2018

 Year to date previous period
07/01/2017 to
09/30/2017

 Year to date current period
01/01/2017 to
09/30/2017

4.01

Net income (loss) for the Period

150,000

778,000

43,000

296,000

4.02

Other Comprehensive Income

-12,000

-34,000

1,000

-34,000

4.02.02

Foreign currency translation

-11,000

-42,000

-1,000

-11,000

4.02.04

Fair value of trade receivables

-5,000

8,000

3,000

-29,000

4.02.05

Income Taxes Related to Other Comprehnsive Income

4,000

0

-1,000

-6,000

4.03

Total Comprehensive Income for the Period

138,000

744,000

44,000

262,000

 

9


 
 

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

ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

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

R$ (in thousands)

   

 

 

 

Code

Description

 Year to date current period  01/01/2018  to 09/30/2018

 Year to date previous period  01/01/2017  to 09/30/2017

6.01

Net Cash Provided by (Used in) Operating Activities

-1,807,000

-1,502,000

6.01.01

Cash Provided by the Operations

962,000

516,000

6.01.01.01

Net Income (Loss) for the Period

778,000

296,000

6.01.01.02

Deferred Income Tax

-70,000

4,000

6.01.01.03

Losses (Gain) on Disposal of Property and Equipment

-1,000

75,000

6.01.01.04

Depreciation/Amortization  

484,000

482,000

6.01.01.05

Financial Charges

315,000

421,000

6.01.01.06

Adjustment to Present Value

                                 1,000

0

6.01.01.07

Share of Profit of Subsidiaries and Associates

-701,000

-351,000

6.01.01.08

Provision for Contingencies

130,000

15,000

6.01.01.09

Provision for Disposals and Impairment

-2,000

4,000

6.01.01.10

Share-based Payment

33,000

23,000

6.01.01.11

Allowance for Doubtful Accounts

2,000

2,000

6.01.01.13

Allowance for Obsolescence and Damages

2,000

-4,000

6.01.01.14

Other Operating Expenses

7,000

-442,000

6.01.01.15

Deferred Revenue

-16,000

-9,000

6.01.02

Changes in Assets and Liabilities

-2,769,000

-2,018,000

6.01.02.01

Accounts Receivable

-287,000

-532,000

6.01.02.02

Inventories

-238,000

111,000

6.01.02.03

Recoverable Taxes

-144,000

92,000

6.01.02.04

Other Assets

-48,000

-46,000

6.01.02.05

Related Parties

-4,000

-4,000

6.01.02.06

Restricted Deposits for Legal Proceeding

-22,000

-90,000

6.01.02.07

Trade Payables

-1,807,000

-1,461,000

6.01.02.08

Payroll and Related Taxes

-5,000

-15,000

6.01.02.09

Taxes and Social Contributions Payable

-133,000

-17,000

6.01.02.10

Provision for Contingencies

-78,000

-49,000

6.01.02.11

Deferred Revenue

13,000

0

6.01.02.12

Other Payables

-23,000

-47,000

6.01.02.15

Received Dividends and Interest on Shareholders' Equity

7,000

40,000

6.02

Net Cash Provided by (Used in) Investing Activities

-415,000

-478,000

6.02.01

Capital Increase/Decrease on Subsidiaries

-22,000

-53,000

6.02.02

Purchase of Property and Equipment

-407,000

-449,000

6.02.03

Purchase of Intangible Assets

-103,000

-71,000

6.02.04

Sales of Property and Equipment

117,000

95,000

6.03

Net Cash Provided by (Used in) Financing Activities

1,355,000

-1,688,000

6.03.01

Capital Increase

1,000

7,000

6.03.02

Proceeds from Borrowings and Financing

2,687,000

2,023,000

6.03.03

Payments of Borrowings and Financing

-1,167,000

-3,718,000

6.03.05

Payment of Dividends

-166,000

0

6.05

Net Increase (Decrease) in Cash and Cash Equivalents

-867,000

-3,668,000

6.05.01

Cash and Cash Equivalents at the Beginning of the Period 

2,868,000

4,496,000

6.05.02

Cash and Cash Equivalents at the End of the Period

2,001,000

828,000

 

10


 
 

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

ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2018 to 09/30/2018

 

R$ (in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Code

Description

 Share
Capital

 Capital Reserves,
Stock Option and
Treasury Shares

 Earnings
Reserve

 Retained Earnings /Accumulated Losses

 Other comprehensive income

 Shareholders'
Equity

5.01

Opening Balance

6,822,000

355,000

3,174,000

0

-18,000

10,333,000

5.02

Prior Year Adjustments

0

0

0

-114,000

-31,000

-145,000

5.03

Adjusted Opening Balance

6,822,000

355,000

3,174,000

-114,000

-49,000

10,188,000

5.04

Capital Transactions with Shareholders

2,000

50,000

-13,000

-190,000

0

-151,000

5.04.01

Capital Increases

2,000

0

0

0

0

2,000

5.04.03

Share-Based Expenses

0

39,000

0

0

0

39,000

5.04.07

 Interest on Own Capital

0

0

-13,000

-190,000

0

-203,000

5.04.08

Share-Based Expenses Subsidiaries

0

11,000

0

0

0

11,000

5.05

Total Comprehensive Income

0

0

0

778,000

-34,000

744,000

5.05.01

Net Income (loss) for the Period

0

0

0

778,000

0

778,000

5.05.02

Other Comprehensive Income

0

0

0

0

-34,000

-34,000

5.05.02.04

Foreing Currency Translation

0

0

0

0

-42,000

-42,000

5.05.02.07

Fair Value of Trade Receivables

0

0

0

0

8,000

8,000

5.05.02.08

Income Taxes Related to Other Comprehensive

0

0

0

0

0

0

5.06

Internal Changes of Shareholders’ Equity

0

0

-1,000

0

0

-1,000

5.06.05

Transactions with Non-controlling Interests

0

0

0

0

0

0

5.06.06

Settlement  of Equity Instrument

0

0

-1,000

0

0

-1,000

5.07

Closing Balance

6,824,000

405,000

3,160,000

474,000

-83,000

10,780,000

 

11


 
 

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

ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2017 to 09/30/2017

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

0

0

9,860,000

5.02

Prior Year Adjustments

0

0

0

-75,000

-20,000

-95,000

5.03

Adjusted Opening Balance

6,811,000

331,000

2,718,000

-75,000

-20,000

9,765,000

5.04

Capital Transactions with Shareholders

7,000

23,000

0

0

0

30,000

5.04.01

Capital Increases

7,000

0

0

0

0

7,000

5.04.03

Share-Based Expenses

0

19,000

0

0

0

19,000

5.04.08

Share-Based Expenses Subsidiaries

0

4,000

0

0

0

4,000

5.05

Total Comprehensive Income

0

0

0

296,000

-34,000

262,000

5.05.01

Net Income (loss) for the Period

0

0

0

296,000

0

296,000

5.05.02

Other Comprehensive Income

0

0

0

0

-34,000

-34,000

5.05.02.04

Foreing Currency Translation

0

0

0

0

-11,000

-11,000

5.05.02.07

Fair Value of Trade Receivables

0

0

0

0

-29,000

-29,000

5.05.02.08

Income Taxes Related to Other Comprehensive

0

0

0

0

6,000

6,000

5.06

Internal Changes of Shareholders’ Equity

0

0

-4,000

0

0

-4,000

5.06.05

Transactions with Non-controlling Interests

0

0

-3,000

0

0

-3,000

5.06.06

Settlement  of Equity Instrument

0

0

-1,000

0

0

-1,000

5.07

Closing Balance

6,818,000

354,000

2,714,000

221,000

-54,000

10,053,000

 

12


 
 

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

ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Individual Interim Financial Information / Statement of Value Added

R$ (in thousands)

       
 

Year to date current period

Year to date previous period

   

01/01/2018 to

01/01/2017 to

Code

Description

09/30/2018

09/30/2017

7.01

Revenues

20,735,000

20,801,000

7.01.01

Sales of Goods, Products and Services

20,588,000

20,520,000

7.01.02

Other Revenues

147,000

285,000

7.01.04

Allowance for/Reversal of Doubtful Accounts

0

-4,000

7.02

Products Acquired from Third Parties

-16,047,000

-16,147,000

7.02.01

Costs of Products, Goods and Services Sold

-13,628,000

-13,723,000

7.02.02

Materials, Energy, Outsourced Services and Other

-2,419,000

-2,424,000

7.03

Gross Value Added

4,688,000

4,654,000

7.04

Retention

-484,000

-482,000

7.04.01

Depreciation and Amortization

-484,000

-482,000

7.05

Net Value Added Produced

4,204,000

4,172,000

7.06

Value Added Received in Transfer

786,000

430,000

7.06.01

Share of Profit of Subsidiaries and Associates

701,000

351,000

7.06.02

Financial Income

102,000

117,000

7.06.03

Other

-17,000

-38,000

7.07

Total Value Added to Distribute

4,990,000

4,602,000

7.08

Distribution of Value Added

4,990,000

4,602,000

7.08.01

Personnel

2,337,000

2,327,000

7.08.01.01

Direct Compensation

1,442,000

1,481,000

7.08.01.02

Benefits

444,000

471,000

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

132,000

138,000

7.08.01.04

Other

319,000

237,000

7.08.02

Taxes, Fees and Contributions

854,000

877,000

7.08.02.01

Federal

695,000

706,000

7.08.02.02

State

16,000

-71,000

7.08.02.03

Municipal

143,000

242,000

7.08.03

Value Distributed to Providers of Capital

1,021,000

1,102,000

7.08.03.01

Interest

499,000

580,000

7.08.03.02

Rentals

522,000

522,000

7.08.04

Value Distributed to Shareholders

778,000

296,000

7.08.04.01

Interest on shareholders' equity

203,000

0

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

575,000

296,000

13


 
 

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

ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Consolidated Interim Financial Information /Balance Sheet - Assets

 

R$ (in thousands)

 

 

 

 

 

Code

Description

 Current Period 09/30/2018

 Previous Year
12/31/2017

1.

Total Assets

              47,877,000

        47,707,000

1.01

Current Assets

              31,876,000

        33,016,000

1.01.01

Cash and Cash Equivalents

                2,625,000

          3,792,000

1.01.03

Accounts Receivable

                1,200,000

              885,000

1.01.03.01

Trade Receivables

                   953,000

              618,000

1.01.03.02

Other Receivables

                   247,000

              267,000

1.01.04

Inventories

                5,540,000

          4,822,000

1.01.06

Recoverable Taxes

                   363,000

              596,000

1.01.07

Prepaid Expenses

                   174,000

              112,000

1.01.08

Other Current Assets

              21,974,000

        22,809,000

1.01.08.01

Assets Held for Sale

              21,866,000

        22,775,000

1.01.08.03

Other

                   108,000

                34,000

1.01.08.03.01

Financial Instruments - Fair Value Hedge

                      67,000

                        0  

1.01.08.03.02

Others Assets

                      41,000

                34,000

1.02

Noncurrent Assets

              16,001,000

        14,691,000

1.02.01

Long-term Assets

                4,593,000

          3,452,000

1.02.01.04

Accounts Receivable

                   714,000

              722,000

1.02.01.04.01

Trade Receivables

                      53,000

                80,000

1.02.01.04.02

Other Receivable

                   661,000

              642,000

1.02.01.07

Recoverable Taxes

                   207,000

              125,000

1.02.01.08

Prepaid Expenses

                      57,000

                43,000

1.02.01.09

Related Parties

                      33,000

                25,000

1.02.01.10

Other Noncurrent Assets

                3,582,000

          2,537,000

1.02.01.10.04

Recoverable Taxes

                2,662,000

          1,747,000

1.02.01.10.05

Restricted Deposits For Legal Proceedings

                   799,000

              762,000

1.02.01.10.06

Financial Instruments - Fair Value Hedge

                   121,000

                28,000

1.02.02

Investments

                   227,000

              177,000

1.02.02.01

Investments in Associates and Subsidiaries

                   207,000

              156,000

1.02.02.02

Investment properties

                      20,000

                21,000

1.02.03

Property and Equipment

                9,244,000

          9,138,000

1.02.04

Intangible Assets

                1,937,000

          1,924,000

 

14


 
 

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ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Consolidated Interim Financial Information / Balance Sheet - Liabilities

R$ (in thousands)

   

 

 

 

Code

Description

Current Period 09/30/2018

Previous Year
12/31/2017

2.

Total Liabilities

47,877,000

47,707,000

2.01

Current Liabilities

26,608,000

28,992,000

2.01.01

Payroll and Related Taxes

696,000

640,000

2.01.02

Trade payables

6,439,000

8,128,000

2.01.03

Taxes and Contributions Payable

286,000

301,000

2.01.04

Borrowings and Financing

1,855,000

1,251,000

2.01.05

Other Liabilities

736,000

845,000

2.01.05.01

Related Parties

159,000

153,000

2.01.05.02

Other

577,000

692,000

2.01.05.02.01

Dividends and Interest On Own Capital Payable

98,000

78,000

2.01.05.02.04

Utilities

29,000

23,000

2.01.05.02.05

Rent Payable

66,000

128,000

2.01.05.02.06

Advertisement  Payable

35,000

26,000

2.01.05.02.07

Pass-through Liabilities

10,000

14,000

2.01.05.02.08

Financing of property

50,000

116,000

2.01.05.02.09

Deferred Revenue

76,000

146,000

2.01.05.02.12

Other Accounts Payable

192,000

161,000

2.01.05.02.13

Customer Loyalty Programs

21,000

0

2.01.06

Provisions

9,000

3,000

2.01.07

Liabilities related to assets held for sale

16,587,000

17,824,000

2.02

Noncurrent Liabilities

7,507,000

5,674,000

2.02.01

Borrowings and Financing

4,930,000

3,337,000

2.02.02

Other Liabilities

862,000

814,000

2.02.02.02

Other

862,000

814,000

2.02.02.02.03

Taxes payable in installments

495,000

566,000

2.02.02.02.07

Other Accounts Payable

25,000

53,000

2.02.02.02.08

Provision For Losses on Investiments in Associates

342,000

195,000

2.02.03

Diferred tax

537,000

394,000

2.02.04

Provisions

1,166,000

1,107,000

2.02.06

Deferred Revenue

12,000

22,000

2.02.06.02

Deferred Revenue

12,000

22,000

2.03

Shareholders’ Equity

13,762,000

13,041,000

2.03.01

Share Capital

6,824,000

6,822,000

2.03.02

Capital Reserves

405,000

355,000

2.03.02.04

Stock Option

398,000

348,000

2.03.02.07

Capital Reserve

7,000

7,000

2.03.04

Earnings Reserve

3,160,000

3,174,000

2.03.04.01

Legal Reserve

457,000

457,000

2.03.04.05

Earnings Retention Reserve

232,000

233,000

2.03.04.07

 Tax Incentive Reserve

49,000

0

2.03.04.10

Expansion Reserve

2,666,000

2,728,000

2.03.04.12

Transactions with non-controlling interests

-94,000

-94,000

2.03.04.14

Settlement of Equity Instrument

-150,000

-150,000

2.03.05

Retained Earnings/ Accumulated Losses

474,000

-114,000

2.03.08

Other comprehensive income

-83,000

-49,000

2.03.09

Non-Controlling  interests

2,982,000

2,853,000

 

15


 
 

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ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Consolidated Interim Financial Information / Statement of Operations

   

 

R$ (in thousands)

   

 

 

 

 

 

Code

Description

 Current Quarter
07/01/2018 to
09/30/2018

 Year to date current period
01/01/2018 to
09/30/2018

 Previous Quarter
07/01/2017 to
09/30/2017

 Year to date previous period
01/01/2017 to
09/30/2017

3.01

Net operating revenue

12,259,000

35,377,000

10,910,000

32,125,000

3.02

Cost of sales

-9,545,000

-27,018,000

-8,468,000

-24,329,000

3.03

Gross Profit

2,714,000

8,359,000

2,442,000

7,796,000

3.04

Operating Income/Expenses

-2,322,000

-6,936,000

-2,240,000

-6,845,000

3.04.01

Selling Expenses

-1,798,000

-5,324,000

-1,657,000

-5,079,000

3.04.02

General and administrative expenses

-250,000

-742,000

-247,000

-736,000

3.04.05

Other Operating Expenses

-266,000

-818,000

-324,000

-978,000

3.04.05.01

Depreciation and Amortization

-206,000

-625,000

-194,000

-574,000

3.04.05.03

Other operating expenses

-60,000

-193,000

-130,000

-404,000

3.04.06

Share of Profit of associates

-8,000

-52,000

-12,000

-52,000

3.05

Profit From Operations Before Net Financial and Income Tax

392,000

1,423,000

202,000

951,000

3.06

Net Financial Expenses

-135,000

-414,000

-154,000

-524,000

3.07

Income (Loss) Before Income Tax and Social Contribution

257,000

1,009,000

48,000

427,000

3.08

Income tax and social contribution

-70,000

-283,000

-38,000

-180,000

3.08.01

Current

-112,000

-224,000

76,000

-125,000

3.08.02

Deferred

42,000

-59,000

-114,000

-55,000

3.09

Net Income (Loss) For The Period From Continued Operations

187,000

726,000

10,000

247,000

3.10

Net Income (Loss) For The Period From Discontinued Operations

-49,000

163,000

91,000

178,000

3.10.01

Net Income (loss) from Descontinued Operations

-49,000

163,000

91,000

178,000

3.11

Net Income (loss) for the period

138,000

889,000

101,000

425,000

3.11.01

Attributable to controlling shareholders

150,000

778,000

43,000

296,000

3.11.02

Attributable to Non-controlling shareholders

-12,000

111,000

58,000

129,000

3.99

Earnings per Share - (Reais/Share)

       

3.99.01

Basic Earnings per Share

       

3.99.01.01

ON

0.52278

2.74642

0.15235

1.04912

3.99.01.02

PN

0.58900

3.02106

0.16758

1.15403

3.99.02

PN

       

3.99.02.01

PN

0.52246

2.74610

0.15026

1.04912

3.99.02.02

PN

0.58510

3.00168

0.16512

1.14990

 

16


 
 

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

ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Consolidated Interim Financial Information / Statement of Comprehensive Income

 

R$ (in thousands)

     

 

 

 

 

 

 

 

Code

Description

 Current Quarter
07/01/2018 to
09/30/2018

 Year to date current period
01/01/2018 to
09/30/2018

 Previous Quarter
07/01/2017 to
09/30/2017

 Year to date previous period
01/01/2017 to
09/30/2017

4.01

Net income (loss) for the Period

138,000

889,000

101,000

425,000

4.02

Other Comprehensive Income

-9,000

-26,000

8,000

-44,000

4.02.02

Foreign currency translation

-11,000

-42,000

-1,000

-11,000

4.02.04

Fair value of trade receivables

-4,000

16,000

13,000

-40,000

4.02.05

Income Taxes Related to Other Comprehnsive Income

6,000

0

-4,000

7,000

4.03

Total Comprehensive Income for the Period

129,000

863,000

109,000

381,000

4.03.01

Attributable to controlling shareholders

138,000

744,000

44,000

262,000

4.03.02

Attributable to Non-Controlling shareholders

-9,000

119,000

65,000

119,000

 

 

17


 
 

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

ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

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

R$ (in thousands)

   

 

 

 

Code

Description

Year to date current period  01/01/2018  to 09/30/2018

Year to date previous period  01/01/2017  to 09/30/2017

6.01

Net Cash Provided by (Used in) Operating Activities

-3,844,000

-4,245,000

6.01.01

Cash from Operations

2,607,000

1,996,000

6.01.01.01

Net Income (Loss) for the Period

889,000

425,000

6.01.01.02

Deferred Income Tax

123,000

-56,000

6.01.01.03

Losses (Gain) on Disposal of Property and Equipment

106,000

88,000

6.01.01.04

Depreciation/Amortization  

662,000

614,000

6.01.01.05

Interest and Inflation Adjustments

608,000

703,000

6.01.01.06

Adjustment to Present Value

                   1,000

                          0  

6.01.01.07

Share of Profit (Loss) of Subsidiaries and Associates

31,000

36,000

6.01.01.08

Provision for Contingencies

404,000

403,000

6.01.01.09

Provision for Disposals and Impairment

-2,000

4,000

6.01.01.10

Share-based Payment

33,000

23,000

6.01.01.11

Allowance for Doubtful Accounts

464,000

521,000

6.01.01.13

Allowance for Obsolescence/breakage

-19,000

-26,000

6.01.01.14

Other Operating Expenses

-369.000

-447,000

6.01.01.15

Deferred Revenue

-324,000

-292,000

6.01.02

Changes in Assets and Liabilities

-6,451,000

-6,241,000

6.01.02.01

Accounts Receivable

-765,000

-2,287,000

6.01.02.02

Inventories

-1,877,000

-1,075,000

6.01.02.03

Recoverable Taxes

-935,000

-93,000

6.01.02.04

Other Assets

-42,000

-49,000

6.01.02.05

Related Parties

188,000

131,000

6.01.02.06

Restricted Deposits for Legal Proceeding

-11,000

-286,000

6.01.02.07

Trade Payables

-1,995,000

-2,446,000

6.01.02.08

Payroll and Related Taxes

-14,000

68,000

6.01.02.09

Taxes and Social Contributions Payable

81,000

-229,000

6.01.02.10

Provision for Contingencies

-756,000

-252,000

6.01.02.11

Deferred Revenue

137,000

-7,000

6.01.02.12

Other Payables

-108,000

203,000

6.01.02.13

Income Tax and Social contribution

-354,000

-74,000

6.01.02.15

Received Dividends and Interest on shareholders' equity

0

155,000

6.02

Net Cash Provided by (Used in) Investing Activities

-1,404,000

-1,103,000

6.02.02

Purchase of Property and Equipment

-1,213,000

-988,000

6.02.03

Purchase of Intangible Assets

-339,000

-221,000

6.02.04

Sales of Property and Equipment

148,000

106,000

6.03

Net Cash Provided by Financing Activities

951,000

-1,989,000

6.03.01

Capital Increase/Decrease

1,000

7,000

6.03.02

Proceeds from Borrowings and Financing

7,096,000

6,289,000

6.03.03

Payments of Borrowings and Financing

-5,972,000

-8,277,000

6.03.05

Payment of Dividends

-174,000

0

6.03.07

Proceeds from Equity Offering, Net of Issue Costs

0

-8,000

6.05

Increase (Decrease) in Cash and Cash Equivalents

-4,297,000

-7,337,000

6.05.01

Cash and Cash Equivalents at the Beginning of the Period 

7,351,000

9,142,000

6.05.02

Cash and Cash Equivalents at the End of the Period

3,054,000

1,805,000

 

               

18


 
 

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ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2018 to 09/30/2018

 

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

6,822,000

355,000

3,174,000

0

-18,000

10,333,000

2,959,000

13,292,000

5.02

Prior Year Adjustments

0

0

0

-114,000

-31,000

-145,000

-106,000

-251,000

5.03

Adjusted Opening Balance

6,822,000

355,000

3,174,000

-114,000

-49,000

10,188,000

2,853,000

13,041,000

5.04

Capital Transactions with Shareholders

2,000

50,000

-13,000

-190,000

0

-151,000

6,000

-145,000

5.04.01

Capital Increases

2,000

0

0

0

0

2,000

0

2,000

5.04.03

Share-Based Expenses

0

39,000

0

0

0

39,000

0

39,000

5.04.07

Options Granted - subsidiaries

0

0

-13,000

-190,000

0

-203,000

0

-203,000

5.04.08

Share-Based Expenses Subsidiaries

0

11,000

0

0

0

11,000

6,000

17,000

5.05

Total Comprehensive Income

0

0

0

778,000

-34,000

744,000

119,000

863,000

5.05.01

Net Income (loss) for the Period

0

0

0

778,000

0

778,000

111,000

889,000

5.05.02

Other Comprehensive Income

0

0

0

0

-34,000

-34,000

8,000

-26,000

5.05.02.04

Foreing Currency Translation

0

0

0

0

-42,000

-42,000

0

-42,000

5.05.02.07

Fair Value of Trade Receivables

0

0

0

0

8,000

8,000

8,000

16,000

5.06

Internal Changes of Shareholders’ Equity

0

0

-1,000

0

0

-1,000

4,000

3,000

5.06.05

Transactions with Non-controlling Interests

0

0

0

0

0

0

3,000

3,000

5.06.06

Settlement  of Equity Instrument

0

0

-1,000

0

0

-1,000

1,000

0

5.07

Closing Balance

6,824,000

405,000

3,160,000

474,000

-83,000

10,780,000

2,982,000

13,762,000

 

 

19


 
 

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

ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2017 to 09/30/2017

 

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

0

0

9,860,000

2,737,000

12,597,000

5.02

Prior Year Adjustments

0

0

0

-75,000

-20,000

-95,000

-85,000

-180,000

5.03

Adjusted Opening Balance

6,811,000

331,000

2,718,000

-75,000

-20,000

9,765,000

2,652,000

12,417,000

5.04

Capital Transactions with Shareholders

7,000

23,000

0

0

0

30,000

2,000

32,000

5.04.01

Capital Increases

7,000

0

0

0

0

7,000

0

7,000

5.04.03

Share-Based Expenses

0

19,000

0

0

0

19,000

0

19,000

5.04.08

Share-Based Expenses Subsidiaries

0

4,000

0

0

0

4,000

2,000

6,000

5.05

Total Comprehensive Income

0

0

0

296,000

-34,000

262,000

119,000

381,000

5.05.01

Net Income (loss) for the Period

0

0

0

296,000

0

296,000

129,000

425,000

5.05.02

Other Comprehensive Income

0

0

0

0

-34,000

-34,000

-10,000

-44,000

5.05.02.04

Foreing Currency Translation

0

0

0

0

-11,000

-11,000

0

-11,000

5.05.02.07

Fair Value of Trade Receivables

0

0

0

0

-29,000

-29,000

-11,000

-40,000

5.05.02.08

Income Taxes Related to Other Comprehensive

0

0

0

0

6,000

6,000

1,000

7,000

5.06

Internal Changes of Shareholders’ Equity

0

0

-4,000

0

0

-4,000

1,000

-3,000

5.06.05

Transactions with Non-controlling Interests

0

0

-3,000

0

0

-3,000

0

-3,000

5.06.06

Settlement  of Equity Instrument

0

0

-1,000

0

0

-1,000

1,000

0

5.07

Closing Balance

6,818,000

354,000

2,714,000

221,000

-54,000

10,053,000

2,774,000

12,827,000

 

20


 
 

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

ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Consolidated Interim Financial Information / Statement of Value Added

R$ (in thousands)

   

 

 

 

Code

Description

Year to date current period  01/01/2018  to 09/30/2018

Year to date previous period  01/01/2017  to 09/30/2017

7.01

Revenues

38,533,000

35,135,000

7.01.01

Sales of Goods, Products and Services

38,378,000

34,844,000

7.01.02

Other Revenues

156,000

294,000

7.01.04

Allowance for/Reversal of Doubtful Accounts

-1,000

-3,000

7.02

Products Acquired from Third Parties

-31,209,000

-28,656,000

7.02.01

Costs of Products, Goods and Services Sold

-28,014,000

-25,672,000

7.02.02

Materials, Energy, Outsourced Services and Other

-3,195,000

-2,984,000

7.03

Gross Value Added

7,324,000

6,479,000

7.04

Retention

-662,000

-614,000

7.04.01

Depreciation and Amortization

-662,000

-614,000

7.05

Net Value Added Produced

6,662,000

5,865,000

7.06

Value Added Received in Transfer

242,000

268,000

7.06.01

Share of Profit of Subsidiaries and Associates

-52,000

-52,000

7.06.02

Financial Revenue

131,000

142,000

7.06.03

Other

163,000

178,000

7.07

Total Value Added to Distribute

6,904,000

6,133,000

7.08

Distribution of Value Added

6,904,000

6,133,000

7.08.01

Personnel

3,208,000

3,025,000

7.08.01.01

Direct Compensation

2,020,000

1,928,000

7.08.01.02

Benefits

662,000

644,000

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

181,000

176,000

7.08.01.04

Other

345,000

277,000

7.08.01.04.01

Profit (cost) sharing

345,000

277,000

7.08.02

Taxes, Fees and Contributions

1,557,000

1,356,000

7.08.02.01

Federal

1,160,000

958,000

7.08.02.02

State

224,000

135,000

7.08.02.03

Municipal

173,000

263,000

7.08.03

Value Distributed to Providers of Capital

1,250,000

1,327,000

7.08.03.01

Interest

573,000

659,000

7.08.03.02

Rentals

677,000

668,000

7.08.04

Value Distributed to Shareholders

889,000

425,000

7.08.04.01

Interest on shareholders' equity

203,000

0

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

575,000

296,000

7.08.04.04

Noncontrolling Interest in Retained Earnings

111,000

129,000

 

 

21


 
 

 

São Paulo, October 25, 2018 - GPA [B3: PCAR4; NYSE: CBD] announces its results for the third quarter of 2018. 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. Accordingly, net sales and other profit or loss accounts were adjusted retrospectively, as required under IFRS 5/CPC 31, approved by CVM Resolution 598/09 – Non-current assets held for sale and discontinued operations. The following statements are related to the results of continuing operations. All comparisons are with the same period of 2017, except where stated otherwise.

 

3Q18 EARNINGS

 

GPA Food:

          Gross sales of R$13.3 billion, with growth accelerating to 12.8% (vs. 9.9% in 2Q18), driven by continued improvement at Multivarejo and another quarter of robust performance at Assaí;

          Solid improvement in Adjusted EBITDA, which reached R$697 million (+22.3%), with margin expanding from 5.2% to 5.7% in 3Q18;

          Strong growth in net income(*), which came to R$215 million, 5.2 times higher than the net income reported in 3Q17, with net margin expanding from 0.4% to 1.8%;

          The leverage ratio remained low at around -1.15x EBITDA, reinforcing the Company’s solid financial structure.

 

Multivarejo:

          Gross sales of R$6.9 billion, with same-store sales growth ex calendar effect accelerating to 6.1%, confirming the recovery since the start of the year. All banners continued to capture market share gains, with the highlight the Extra Hiper and Proximity banners;

       Gross margin of 27.9%, stable in relation to 3Q17, reflecting the adequate level of price competitiveness;

       Operating expenses diluted by 10 bps, reflecting the higher sales and ongoing cost discipline, with the highlight the productivity gains at stores;

       Adjusted EBITDA came to R$362 million, advancing 4.8%. Adjusted EBITDA margin expanded 20 bps to 5.7%, surpassing the guidance given for the year and reflecting the consistent results in the last three quarters;

       Net income(*) amounted to R$39 million, with net margin of 0.6%.

 

Assaí:

       Gross sales came to R$6.4 billion, marking another quarter of strong growth, which translated into an important market share gain in the period;

       Gross margin stood at 15.9%, following the trend of prior quarters, supported by the successful organic expansion and conversions of Extra Hiper stores and by the reemergence of inflation, after the deflation registered in 3Q17; 

       Adjusted EBITDA posted strong growth of 49.4% to R$335 million, with adjusted EBITDA margin expanding 90 bps to 5.7%;

       Robust growth of the net income, which reached R$176 million and up 55.6%, presenting a net margin of 3.0%.

 

 

 

Consolidated

 

Food Business

 

Multivarejo

 

Assaí

(R$ million)(1)

3Q18

3Q17

Δ

 

3Q18

3Q17

Δ

 

3Q18

3Q17

Δ

 

3Q18

3Q17

Δ

                               

Gross Revenue

 13,307

11,791

12.8%

 

13,307

11,791

12.8%

 

  6,925

  6,705

3.3%

 

  6,382

  5,086

25.5%

Net Revenue

12,258

10,909

12.4%

 

12,258

10,909

12.4%

 

  6,393

  6,225

2.7%

 

  5,865

  4,684

25.2%

Gross Profit

  2,714

  2,441

11.2%

 

 2,714

  2,441

11.2%

 

  1,783

  1,736

2.7%

 

  930

  705

31.9%

Gross Margin

22.1%

22.4%

-30 bps

 

22.1%

22.4%

-30 bps

 

27.9%

27.9%

0 bps

 

15.9%

15.1%

80 bps

Selling, General and Adm. Expenses

  (2,048)

  (1,904)

7.5%

 

  (2,048)

  (1,904)

7.5%

 

  (1,451)

  (1,422)

2.0%

 

  (597)

  (482)

23.9%

% of Net Revenue

16.7%

17.5%

-80 bps

 

16.7%

17.5%

-80 bps

 

22.7%

22.8%

-10 bps

 

10.2%

10.3%

-10 bps

Adjusted EBITDA(2)(3)

 670

  539

24.3%

 

  697

  570

22.3%

 

  362

  345

4.8%

 

  335

  225

49.4%

Adjusted EBITDA Margin

5.5%

4.9%

60 bps

 

5.7%

5.2%

50 bps

 

5.7%

5.5%

20 bps

 

5.7%

4.8%

90 bps

Net Income  - Controlling Shareholders - continuing operations

  188

10

n.a.

 

  215

41

422.6%

 

39

(72)

n.a

 

  176

  113

55.6%

Net Margin- continuing operations

1.5%

0.1%

140 bps

 

1.8%

0.4%

140 bps

 

0.6%

-1.2%

180 bps

 

3.0%

2.4%

60 bps

 

 

(*)  Net income attributed to the controlling shareholders from continuing operations.

 (1) Sums and percentages may present discrepancies due to rounding. All margins were calculated as a percentage of net sales.

 (2) Earnings before interest, tax, depreciation and amortization. (3) EBITDA adjusted by Other Operating Income and Expenses.

 

22


 
 

 

 

Outlook:

 

The performance in 3Q18 corroborates the expectation of meeting the guidance given for 2018:

       Same-store sales growth: above inflation at Assaí and in line with food inflation at Multivarejo, supporting continued market share gains;

       Adjusted EBITDA margin: 5.5%-5.6% at Multivarejo and 5.8%-5.9% at Assaí;

       Financial Result: around 1% of net sales;

       LATAM synergies: should reach over US$85 million in savings for the Brazil perimeter.

 

 

 

 “The consistency of the results demonstrates the assertiveness of the implemented initiatives with expressive gains of share and profitability. At Multivarejo, the sequential evolution of sales and higher profitability is already seen in the last 3 quarters. At Assaí, we continued to deliver strong sales performance and high profitability. Among the strategic priorities, we have made important progress in the Digital Transformation and in the strengthening of our private label. We continue with our expansion plan, conversion and renovation of stores, seeking a more adjusted portfolio. Our execution has allowed the delivery of solid results, in line with the guidance we provided to the market. "

Peter Estermann, Chief Executive Officer of GPA

 

23


 
 

 

 

I. Financial Performance

 

 

Consolidated

 

Food Business

 

Multivarejo

 

Assaí

(R$ million)(1)

3Q18

3Q17

Δ

 

3Q18

3Q17

Δ

 

3Q18

3Q17

Δ

 

3Q18

3Q17

Δ

                               

Gross Revenue

13,307

11,791

12.8%

 

13,307

11,791

12.8%

 

  6,925

  6,705

3.3%

 

  6,382

  5,086

25.5%

Net Revenue

12,258

10,909

12.4%

 

12,258

10,909

12.4%

 

  6,393

  6,225

2.7%

 

  5,865

  4,684

25.2%

Gross Profit

  2,714

  2,441

11.2%

 

 2,714

  2,441

11.2%

 

  1,783

  1,736

2.7%

 

  930

  705

31.9%

Gross Margin

22.1%

22.4%

-30 bps

 

22.1%

22.4%

-30 bps

 

27.9%

27.9%

0 bps

 

15.9%

15.1%

80 bps

Selling, General and Adm. Expenses

  (2,048)

  (1,904)

7.5%

 

  (2,048)

  (1,904)

7.5%

 

  (1,451)

  (1,422)

2.0%

 

  (597)

  (482)

23.9%

% of Net Revenue

16.7%

17.5%

-80 bps

 

16.7%

17.5%

-80 bps

 

22.7%

22.8%

-10 bps

 

10.2%

10.3%

-10 bps

EBITDA (2)

  611

  409

49.4%

 

  638

  440

45.1%

 

  295

  216

36.8%

 

  343

  224

53.0%

EBITDA Margin

5.0%

3.7%

130 bps

 

5.2%

4.0%

120 bps

 

4.6%

3.5%

110 bps

 

5.8%

4.8%

100 bps

Adjusted EBITDA(2)(3)

 670

  539

24.3%

 

  697

  570

22.3%

 

  362

  345

4.8%

 

  335

  225

49.4%

Adjusted EBITDA Margin

5.5%

4.9%

60 bps

 

5.7%

5.2%

50 bps

 

5.7%

5.5%

20 bps

 

5.7%

4.8%

90 bps

Net Financial Revenue (Expenses)

  (135)

  (154)

-12.3%

 

  (135)

  (154)

-12.3%

 

  (121)

  (149)

-18.9%

 

(14)

  (5)

184.3%

% of Net Revenue

1.1%

1.4%

-30 bps

 

1.1%

1.4%

-30 bps

 

1.9%

2.4%

-50 bps

 

0.2%

0.1%

10 bps

Net Income  - Controlling Shareholders - continuing operations

  188

10

n.a.

 

  215

41

422.6%

 

39

(72)

n.a

 

  176

  113

55.6%

Net Margin- continuing operations

1.5%

0.1%

140 bps

 

1.8%

0.4%

140 bps

 

0.6%

-1.2%

180 bps

 

3.0%

2.4%

60 bps

Net Income (Loss)  - Controlling Shareholders - descontinuing operations

(37)

34

n.a.

 

(22)

(13)

71.1%

 

(22)

(13)

71.1%

 

  -

  -

n.a.

Net Margin

-0.3%

0.3%

-60 bps

 

-0.2%

-0.1%

-10 bps

 

-0.3%

-0.2%

-10 bps

 

0.0%

0.0%

0 bps

Net Income (Loss)  -continuing and discontinued operations

  150

44

243.0%

 

  193

28

583.2%

 

17

(85)

n.a.

 

  176

  113

55.6%

  Net margin-continuing and discontinued operations

1.2%

0.4%

80 bps

 

1.6%

0.3%

130 bps

 

0.3%

-1.4%

170 bps

 

3.0%

2.4%

60 bps

Adjusted Net Income (Loss) - Controlling Shareholders - continuing operations (4)

  153

  (177)

-186.6%

 

  185

  (141)

-231.1%

 

68

  8

769.7%

 

  117

68

72.5%

Adjusted Net Margin

1.3%

-1.6%

290 bps

 

1.5%

-1.3%

280 bps

 

1.1%

0.1%

100 bps

 

2.0%

1.4%

60 bps

Net Income (Loss) - Controlling Shareholders - continuing operations ex. tax credits(*)

  188

10

n.a.

 

  215

41

n.a.

 

39

(72)

n.a

 

  176

  113

74.9%

Net Margin - continuing operations ex. tax credits (*)

1.5%

0.1%

140 bps

 

1.8%

0.4%

140 bps

 

0.6%

-1.2%

180 bps

 

3.0%

2.4%

60 bps

 

 

Consolidated

 

Food Business

 

Multivarejo

 

Assaí

(R$ million)(1)

9M18

9M17

Δ

 

9M18

9M17

Δ

 

9M18

9M17

Δ

 

9M18

9M17

Δ

                               

Gross Revenue

38,379

34,844

10.1%

 

38,379

34,844

10.1%

 

20,756

20,680

0.4%

 

17,623

14,164

24.4%

Net Revenue Ex. tax credits(*)

35,332

32,125

10.0%

 

35,332

32,125

10.0%

 

19,131

19,129

0.0%

 

16,201

12,996

24.7%

Gross Profit  Ex. tax credits(*)

  7,945

  7,349

8.1%

 

  7,945

  7,349

8.1%

 

  5,370

  5,382

-0.2%

 

  2,575

  1,967

30.9%

Gross Margin Ex. tax credits(*)

22.5%

22.9%

-40 bps

 

22.5%

22.9%

-40 bps

 

28.1%

28.1%

0 bps

 

15.9%

15.1%

80 bps

Selling, General and Adm. Expenses

  (6,066)

  (5,816)

4.3%

 

  (6,066)

  (5,816)

4.3%

 

  (4,384)

  (4,471)

-1.9%

 

  (1,681)

  (1,345)

25.0%

% of Net Revenue

17.2%

18.1%

-90 bps

 

17.2%

18.1%

-90 bps

 

22.9%

23.4%

-50 bps

 

10.4%

10.3%

10 bps

EBITDA (2)

  2,085

  1,564

33.4%

 

  2,189

  1,657

32.1%

 

  925

  1,054

-12.3%

 

  1,264

  602

109.8%

EBITDA Margin

5.9%

4.9%

100 bps

 

6.2%

5.2%

100 bps

 

4.8%

5.5%

-70 bps

 

7.8%

4.6%

320 bps

Adjusted EBITDA Ex. tax credits(2)(3)(*)

  1,864

  1,521

22.6%

 

  1,967

  1,614

21.9%

 

  1,067

  988

7.9%

 

  901

  626

43.9%

Adjusted EBITDA Margin Ex. tax credits(*)

5.3%

4.7%

60 bps

 

5.6%

5.0%

60 bps

 

5.6%

5.2%

40 bps

 

5.6%

4.8%

80 bps

Net Financial Revenue (Expenses)

  (414)

  (524)

-21.0%

 

  (414)

  (524)

-21.0%

 

  (385)

  (483)

-20.4%

 

(29)

(41)

-28.4%

% of Net Revenue

1.2%

1.6%

-40 bps

 

1.2%

1.6%

-40 bps

 

2.0%

2.5%

-50 bps

 

0.2%

0.3%

-10 bps

Net Income  - Controlling Shareholders - continuing operations

 726

  247

194.3%

 

  830

  340

143.9%

 

  126

54

131.3%

 

  704

  286

146.3%

Net Margin- continuing operations

2.1%

0.8%

130 bps

 

2.3%

1.1%

120 bps

 

0.7%

0.3%

40 bps

 

4.3%

2.2%

210 bps

Net Income (Loss) - Controlling Shareholders - continuing operations ex. tax credits(*)

  449

(90)

n.a.

 

  552

  4

n.a

 

92

  (282)

n.a

 

  460

  286

74.9%

Net Margin - continuing operations ex. tax credits (*)

1.3%

0.1%

120 bps

 

1.6%

0.4%

120 bps

 

0.5%

-1.5%

200 bps

 

2.8%

2.2%

60 bps

 

 (1) Sums and percentages may present discrepancies due to rounding. All margins were calculated as a percentage of net sales. (2) Earnings before interest, tax, depreciation and amortization. (3) EBITDA adjusted by Other Operating Income and Expenses.

 (* ) Excludes nonrecurring tax credits related to 2Q18, with R$45 million at Multivarejo referring to the sale to third parties of a portion of the tax credits related to the exclusion of ICMS from the calculation base of PIS/COFINS and R$369 million at Assaí referring to the reversal of the provision related to ICMS ST credits for periods prior to the Supreme Court decision, recognized in cost of goods sold. In relation to 2Q17, R$447 million was excluded at Multivarejo referring to nonrecurring tax credits in connection with the ICMS ST reimbursement, recognized in cost of goods sold.

 

24


 
 

 

OPERATING PERFORMANCE BY BUSINESS

Multivarejo

 

Gross sales came to R$6.9 billion, with same-store sales ex calendar growth of 6.1%, confirming the recovery since the start of the year. All banners continued to capture market share gains, with the highlight the Extra Hiper and Proximity banners. 

Gross profit was R$1,783 million, with gross margin of 27.9%, stable in relation to 3Q17, reflecting the adequate level of price competitiveness at each banner. The commercial initiatives have had positive effects on the improvement in sales volume, average ticket and market share.

Selling, general and administrative expenses were R$1,451 million, increasing only 2.0%, which is significantly lower than the IPCA inflation measured in the last 12 months of 4.5%. SG&A expenses as a ratio of net sales decreased 10 bps compared to 3Q17, to 22.7%. This dilution of expenses reflects the stronger sales and continued cost discipline, with the highlight the productivity gains at stores.

 

Adjusted EBITDA came to R$362 million, increasing 4.8%, outpacing the revenue growth. Adjusted EBITDA margin expanded 20 bps in relation to 3Q17, to 5.7%, surpassing the guidance given for the year and reflecting the consistent results over the past three quarters.

Net income was R$39 million, with net margin of 0.6%, reversing the loss reported in 3Q17.

 

Assaí

 

Assaí gross sales advanced 25.5% to R$6.4 billion, maintaining another quarter of strong growth. Same-store sales growth ex calendar and excluding conversions accelerated to 7.4%, driven by the banner’s anniversary, which supported growth in sales volume and customer traffic. The period once again was marked by an important market share gain.

 

Gross profit came to R$930 million, with gross margin of 15.9%. The continued expansion in gross margin compared to last year reflects the following factors:

o      The successful expansion of the past two years: 19 organic stores with accelerated maturation, reflecting a well-defined business model and market demand;

o      The positive effect from the conversion of Extra Hiper stores, with good attractiveness and adherence to the needs the banner’s target public.

 

Selling, general and administrative expenses registered dilution of 10 bps compared to 3Q17, corresponding to 10.2% of net sales. The result reflects the maturation of stores, despite the growing number of openings and the stores under construction in the period.

 

Adjusted EBITDA came to R$335 million, for robust growth of 49.4%, with adjusted EBITDA margin expanding 90 bps to 5.7%.

 

Net income reached R$176 million, a strong growth of 55.6%, with a net margin of 3.0%.

 

 

25


 
 

 

 

FINANCIAL PERFORMANCE

 

Other Income and Expenses

 

Other Operating Income and Expenses were an expense of R$59 million in the quarter. In the last 9 months, this expense was R$193 million, down 52.3% from the prior-year period.

The main elements in the quarter are related to:

 

          Tax contingencies related to litigations from prior periods, corresponding to approximately R$19 million.

          Integration and restructuring expenses, including personnel and other costs related to the closures and conversions of stores / DCs, in the amount of R$38 million.

          Result from property and equipment of R$3 million.

 

 

Financial Result

 

The financial result was R$135 million, or 1.1% of net sales, improving 30 bps from 3Q17. Main variations:

 

          Financial income increased nearly 30%, reflecting the higher cash balance average in the period.

          The lower debt cost and improvement in the cost of selling receivables are mainly due to the lower interest rate in the period.

          Contingencies adjustment and other expenses remained stable at 0.5% of net sales.

 

 

Net Income

 

In the Food segment, net income attributable to the controlling shareholders from continuing operations was R$215 million, 5.2 times higher than in 3Q17. At Multivarejo, net income was R$39 million, with net margin of 0.6%, reversing the loss reported in 3Q17. At Assaí, net income grew 55.6% to R$176 million, with net margin of 3.0%.

 

Consolidated net income attributable to the controlling shareholders from continuing operations was R$188 million, 18.8 times higher than in 3Q17.

 

Earnings per Share

 

Earnings per share in the quarter stood at R$0.52246 for the common shares and at R$0.58510 for the preferred shares. 

 

 

Net Debt

 

Net debt adjusted for the balance of not discounted receivables stood at R$3,260 million. The Company maintained its low financial leverage, with the net debt/EBITDA ratio falling to -1.15x, compared to -1.30x a year ago.

 

The Company ended the quarter with a cash position of R$2,625 million and R$711 million of not discounted receivables, totaling R$3,336 million in cash and equivalents. Also, it has approximately R$1.8 billion in pre-approved/confirmed credit facilities.

 

26


 
 

 

 

Investments

 

Investments in the Food segment amounted to R$488 million, up 9.3% from 3Q17, mainly due to the following:

 

In addition, progress was made on the conversion of 13 Extra Super stores to Compre Bem. The stores will be opened in fourth quarter. For more information on the Compre Bem and Mercado Extra Projects, see page 17.

 

27


 
 

 

CONSOLIDATED FINANCIAL STATEMENTS

1. Balance Sheet

BALANCE SHEET

     

ASSETS

   
 

Consolidated

 

Food Businesses

   
   

(R$ million)

09.30.2018

06.30.2018

09.30.2017

 

09.30.2018

06.30.2018

09.30.2017

               

Current Assets

31,876

31,240

27,105

 

10,149

9,800

7,673

  Cash and Marketable Securities

2,625

3,054

1,266

 

2,625

3,054

1,266

  Accounts Receivable

953

296

1,006

 

957

300

1,011

      Credit Cards

659

86

806

 

659

90

806

     Sales Vouchers and Trade Account Receivable

234

160

165

 

238

160

171

      Allowance for Doubtful Accounts

  (4)

  (4)

  (5)

 

  (4)

  (4)

  (5)

      Resulting from Commercial Agreements

64

54

40

 

64

54

40

  Inventories

5,540

5,136

4,634

 

5,540

5,136

4,634

  Recoverable Taxes

363

532

395

 

363

532

395

  Noncurrent Assets for Sale

21,866

21,698

19,438

 

136

254

  -

  Prepaid Expenses and Other Accounts Receivables

529

523

366

 

529

523

366

 

 

 

 

 

 

 

 

Noncurrent Assets

16,000

15,255

14,412

 

16,044

15,295

14,443

Long-Term Assets

4,591

4,143

3,036

 

4,630

4,178

3,062

   Accounts Receivables

53

3

  -

 

53

3

  -

      Credit Cards

53

3

  -

 

53

3

  -

  Recoverable Taxes

2,662

2,335

1,350

 

2,662

2,335

1,350

   Deferred Income Tax and Social Contribution

207

174

172

 

207

174

170

   Amounts Receivable from Related Parties

33

31

22

 

72

66

50

   Judicial Deposits

799

784

789

 

799

784

789

   Prepaid Expenses and Others

838

817

702

 

838

817

702

Investments

228

209

283

 

228

209

282

Property and Equipment

9,244

8,976

9,186

 

9,244

8,976

9,186

Intangible Assets

1,937

1,927

1,908

 

1,942

1,932

1,913

TOTAL  ASSETS

47,876

46,494

41,517

 

26,193

25,095

22,116

   

LIABILITIES

               
 

Consolidated

 

Food Businesses

   
   
 

09.30.2018

06.30.2018

09.30.2017

 

09.30.2018

06.30.2018

09.30.2017

               

Current Liabilities

26,607

26,016

23,054

 

10,246

9,953

8,616

  Suppliers

6,439

6,370

5,495

 

6,444

6,375

5,496

  Loans and Financing

1,348

1,321

901

 

1,348

1,321

901

  Debentures

507

500

517

 

507

500

517

  Payroll and Related Charges

696

615

647

 

696

615

647

  Taxes and Social Contribution Payable

285

264

211

 

285

264

211

  Dividends Proposed

98

0

  (0)

 

98

0

  (0)

  Financing for Purchase of Fixed Assets

50

39

33

 

50

39

33

  Rents

66

67

89

 

66

67

89

  Debt with Related Parties

160

145

167

 

374

338

364

  Advertisement

35

43

26

 

35

43

26

  Provision for Restructuring

9

13

3

 

9

13

3

  Advanced Revenue

76

151

56

 

76

151

56

Non-current Assets Held for Sale

16,586

16,269

14,642

 

  -

  -

  -

  Others

252

221

267

 

257

228

272

 

 

 

 

 

 

 

 

Long-Term Liabilities

7,507

6,738

5,635

 

7,507

6,738

5,635

  Loans and Financing

841

834

808

 

841

834

808

  Debentures

4,089

3,338

2,532

 

4,089

3,338

2,532

  Deferred Income Tax and Social Contribution

537

548

364

 

537

548

364

  Tax Installments

495

517

681

 

495

517

681

  Provision for Contingencies

1,166

1,127

1,038

 

1,166

1,127

1,038

  Advanced Revenue

12

15

16

 

12

15

16

  Provision for loss on investment in Associates

342

304

143

 

342

304

143

  Others

25

56

51

 

25

56

51

 

 

 

 

 

 

 

 

Shareholders' Equity

13,762

13,740

12,828

 

8,441

8,403

7,865

  Capital

6,824

6,823

6,818

 

5,416

5,407

5,487

  Capital Reserves

406

400

355

 

406

400

355

  Profit Reserves

3,634

3,599

2,926

 

2,702

2,667

2,044

  Other Comprehensive Results

(83)

(71)

(45)

 

(83)

(71)

(21)

  Minority Interest

2,982

2,989

2,775

 

  -

  -

0

TOTAL LIABILITIES

47,876

46,494

41,517

 

26,193

25,095

22,116

 

28


 
 

 

2.1 Income Statement – 3Q18

INCOME STATEMENT

 

                               
 

Consolidated

 

Food Businesses

 

Multivarejo(1)

 

Assaí

       
       
                               

R$ - Million

3Q18

3Q17

Δ

 

3Q18

3Q17

Δ

 

3Q18

3Q17

Δ

 

3Q18

3Q17

Δ

                               

Gross Revenue

13,307

11,791

12.8%

 

13,307

11,791

12.8%

 

6,925

6,705

3.3%

 

6,382

5,086

25.5%

Net Revenue

12,258

10,909

12.4%

 

12,258

10,909

12.4%

 

6,393

6,225

2.7%

 

5,865

4,684

25.2%

Cost of Goods Sold

(9,533)

(8,455)

12.8%

 

(9,533)

(8,455)

12.8%

 

(4,601)

(4,477)

2.8%

 

(4,932)

(3,977)

24.0%

Depreciation (Logistic)

(12)

(14)

-11.6%

 

(12)

(14)

-11.6%

 

(9)

(12)

-22.6%

 

(3)

(2)

76.1%

Gross Profit

2,714

2,441

11.2%

 

2,714

2,441

11.2%

 

1,783

1,736

2.7%

 

930

705

31.9%

Selling Expenses

(1,798)

(1,657)

8.5%

 

(1,798)

(1,657)

8.5%

 

(1,270)

(1,232)

3.0%

 

(528)

(425)

24.2%

General and Administrative Expenses

(250)

(247)

1.4%

 

(250)

(247)

1.4%

 

(181)

(190)

-4.6%

 

(70)

(58)

21.1%

Selling, General and Adm. Expenses

(2,048)

(1,904)

7.5%

 

(2,048)

(1,904)

7.5%

 

(1,451)

(1,422)

2.0%

 

(597)

(482)

23.9%

Equity Income(2)

(8)

(12)

-33.3%

 

20

19

1.2%

 

20

19

1.2%

 

  -

  -

n.a.

Other Operating Revenue (Expenses)

(59)

(130)

-54.5%

 

(59)

(130)

-54.5%

 

(67)

(130)

-48.5%

 

  8

(0)

n.a.

Depreciation and Amortization

(206)

(194)

6.1%

 

(206)

(194)

6.1%

 

(147)

(150)

-1.6%

 

(59)

(45)

31.8%

Earnings before interest and Taxes - EBIT

392

201

95.5%

 

420

232

81.1%

 

138

54

157.2%

 

282

178

58.1%

Financial Revenue

48

37

29.9%

 

48

37

29.9%

 

38

27

39.9%

 

10

10

2.1%

Financial Expenses

(183)

(191)

-4.2%

 

(183)

(191)

-4.2%

 

(158)

(176)

-9.9%

 

(24)

(15)

63.9%

Net Financial Result

(135)

(154)

-12.3%

 

(135)

(154)

-12.3%

 

(121)

(149)

-18.9%

 

(14)

(5)

184.3%

Income (Loss) Before Income Tax

258

47

447.3%

 

285

78

264.8%

 

18

(95)

n.a.

 

267

173

54.5%

Income Tax

(70)

(37)

89.7%

 

(70)

(37)

89.7%

 

21

23

-7.6%

 

(91)

(60)

52.6%

Net Income (Loss) Company - continuing operations

188

10

n.a.

 

215

41

421.9%

 

39

(72)

n.a.

 

176

113

55.5%

Net Result from discontinued operations

(50)

90

n.a.

 

(22)

(12)

85.1%

 

(22)

(12)

85.1%

 

  -

  -

n.a.

Net Income (Loss) - Consolidated Company

138

100

37.0%

 

193

29

559.3%

 

17

(84)

n.a.

 

176

113

55.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)  - Controlling Shareholders - continuing operations(3)

188

10

n.a.

 

215

41

422.6%

 

39

(72)

n.a.

 

176

113

55.6%

Net Income (Loss)  - Controlling Shareholders - discontinued operations(3)

(37)

34

n.a.

 

(22)

(13)

71.1%

 

(22)

(13)

71.1%

 

  -

  -

n.a.

Net Income (Loss)  - Consolidated Controlling Shareholders(3)

150

44

243.0%

 

193

28

583.2%

 

17

(85)

n.a.

 

176

113

55.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minority Interest - Non-controlling - continuing operations

  -

  -

n.a.

 

  -

  -

n.a.

 

  -

  -

n.a.

 

  -

  -

n.a.

Minority Interest - Non-controlling - discontinued operations

(13)

57

n.a

 

  -

  1

n.a.

 

  -

  1

n.a.

 

  -

  -

n.a.

Minority Interest - Non-controlling - Consolidated

(13)

57

n.a

 

  -

  1

n.a.

 

  -

  1

n.a.

 

  -

  -

n.a.

Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA

611

409

49.4%

 

638

440

45.1%

 

295

216

36.8%

 

343

224

53.0%

Adjusted EBITDA (4)

670

539

24.3%

 

697

570

22.3%

 

362

345

4.8%

 

335

225

49.4%

Adjusted EBITDA (4) - Ex. tax credits(*)

670

539

24.3%

 

697

570

22.3%

 

362

345

4.8%

 

335

225

49.4%

                               
 

Consolidated 

   

Food Businesses

   

Multivarejo(1)

   

Assaí

 
               

% of Net Revenue

             
                               
 

3Q18

3Q17

   

3Q18

3Q17

   

3Q18

3Q17

   

3Q18

3Q17

 
                               

Gross Profit

22.1%

22.4%

 

 

22.1%

22.4%

 

 

27.9%

27.9%

 

 

15.9%

15.1%

 

Selling Expenses

14.7%

15.2%

 

 

14.7%

15.2%

 

 

19.9%

19.8%

 

 

9.0%

9.1%

 

General and Administrative Expenses

2.0%

2.3%

 

 

2.0%

2.3%

 

 

2.8%

3.0%

 

 

1.2%

1.2%

 

Selling, General and Adm. Expenses

16.7%

17.5%

 

 

16.7%

17.5%

 

 

22.7%

22.8%

 

 

10.2%

10.3%

 

Equity Income(2)

-0.1%

-0.1%

 

 

0.2%

0.2%

 

 

0.3%

0.3%

 

 

0.0%

0.0%

 

Other Operating Revenue (Expenses)

0.5%

1.2%

 

 

0.5%

1.2%

 

 

1.0%

2.1%

 

 

-0.1%

0.0%

 

Depreciation and Amortization

1.7%

1.8%

 

 

1.7%

1.8%

 

 

2.3%

2.4%

 

 

1.0%

1.0%

 

EBIT

3.2%

1.8%

 

 

3.4%

2.1%

 

 

2.2%

0.9%

 

 

4.8%

3.8%

 

Net Financial Revenue (Expenses)

1.1%

1.4%

 

 

1.1%

1.4%

 

 

1.9%

2.4%

 

 

0.2%

0.1%

 

Income Before Income Tax

2.1%

0.4%

 

 

2.3%

0.7%

 

 

0.3%

-1.5%

 

 

4.6%

3.7%

 

Income Tax

-0.6%

-0.3%

 

 

-0.6%

-0.3%

 

 

0.3%

0.4%

 

 

-1.6%

-1.3%

 

Net Income (Loss) Company - continuing operations

1.5%

0.1%

 

 

1.8%

0.4%

 

 

0.6%

-1.2%

 

 

3.0%

2.4%

 

Net Income (Loss) - Consolidated Company

1.1%

0.9%

 

 

1.6%

0.3%

 

 

0.3%

-1.4%

 

 

3.0%

2.4%

 

Net Income (Loss)  - Controlling Shareholders - continuing operations(3)

1.5%

0.1%

 

 

1.8%

0.4%

 

 

0.6%

-1.2%

 

 

3.0%

2.4%

 

Net Income (Loss)  - Consolidated Controlling Shareholders(3)

1.2%

0.4%

 

 

1.6%

0.3%

 

 

0.3%

-1.4%

 

 

3.0%

2.4%

 

Minority Interest - Non-controlling - continuing operations

0.0%

0.0%

 

 

0.0%

0.0%

 

 

0.0%

0.0%

 

 

0.0%

0.0%

 

Minority Interest - Non-controlling - Consolidated

-0.1%

0.5%

 

 

0.0%

0.0%

 

 

0.0%

0.0%

 

 

0.0%

0.0%

 

EBITDA

5.0%

3.7%

 

 

5.2%

4.0%

 

 

4.6%

3.5%

 

 

5.8%

4.8%

 

Adjusted EBITDA (4)

5.5%

4.9%

 

 

5.7%

5.2%

 

 

5.7%

5.5%

 

 

5.7%

4.8%

 

 

(1)  Multivarejo includes the results of Malls and Corporate. (2) Equity income from Cdiscount is included in the Consolidated results and not in the Retail and Cash-and-Carry segments. (3) Net income after non-controlling interest. (4) EBITDA adjusted by the line “Other Operating Income and Expenses”

29


 
 

 

2.2 Income Statement – 9M18

INCOME STATEMENT

 

                               
 

Consolidated

 

Food Businesses

 

Multivarejo(1)

 

Assaí

       
       
                               

R$ - Million

9M18

9M17

Δ

 

9M18

9M17

Δ

 

9M18

9M17

Δ

 

9M18

9M17

Δ

                               

Gross Revenue

38,379

34,844

10.1%

 

38,379

34,844

10.1%

 

20,756

20,680

0.4%

 

17,623

14,164

24.4%

Net Revenue

35,377

32,125

10.1%

 

35,377

32,125

10.1%

 

19,176

19,129

0.2%

 

16,201

12,996

24.7%

Cost of Goods Sold

(26,981)

(24,289)

11.1%

 

(26,981)

(24,289)

11.1%

 

(13,732)

(13,264)

3.5%

 

(13,250)

(11,025)

20.2%

Depreciation (Logistic)

(37)

(40)

-7.2%

 

(37)

(40)

-7.2%

 

(30)

(35)

-16.2%

 

(7)

(4)

70.4%

Gross Profit

8,359

7,796

7.2%

 

8,359

7,796

7.2%

 

5,415

5,829

-7.1%

 

2,944

1,967

49.7%

Selling Expenses

(5,324)

(5,080)

4.8%

 

(5,324)

(5,080)

4.8%

 

(3,843)

(3,895)

-1.3%

 

(1,480)

(1,185)

24.9%

General and Administrative Expenses

(742)

(736)

0.8%

 

(742)

(736)

0.8%

 

(541)

(576)

-6.1%

 

(201)

(160)

25.7%

Selling, General and Adm. Expenses

(6,066)

(5,816)

4.3%

 

(6,066)

(5,816)

4.3%

 

(4,384)

(4,471)

-1.9%

 

(1,681)

(1,345)

25.0%

Equity Income(2)

(52)

(52)

-0.3%

 

52

41

24.3%

 

52

41

24.3%

 

  -

  -

n.a.

Other Operating Revenue (Expenses)

(193)

(404)

-52.3%

 

(193)

(404)

-52.3%

 

(187)

(381)

-50.9%

 

(6)

(23)

-75.2%

Depreciation and Amortization

(625)

(574)

8.8%

 

(625)

(574)

8.8%

 

(455)

(448)

1.5%

 

(170)

(126)

34.6%

Earnings before interest and Taxes - EBIT

1,424

950

49.9%

 

1,527

1,043

46.4%

 

440

571

-22.9%

 

1,087

472

130.2%

Financial Revenue

127

135

-6.0%

 

127

135

-6.0%

 

101

110

-8.5%

 

26

25

4.8%

Financial Expenses

(541)

(659)

-17.9%

 

(541)

(659)

-17.9%

 

(485)

(593)

-18.2%

 

(55)

(66)

-15.8%

Net Financial Revenue (Expenses)

(414)

(524)

-21.0%

 

(414)

(524)

-21.0%

 

(385)

(483)

-20.4%

 

(29)

(41)

-28.4%

Income Before Income Tax

1,010

426

137.1%

 

1,113

519

114.3%

 

55

88

-37.1%

 

1,058

431

145.2%

Income Tax

(283)

(179)

n.a.

 

(283)

(179)

n.a.

 

71

(33)

n.a.

 

(354)

(146)

143.1%

Net Income (Loss) Company - continuing operations

726

247

194.2%

 

830

340

143.8%

 

126

54

131.1%

 

704

286

146.2%

Net Result from discontinued operations

163

178

-8.6%

 

(18)

(37)

-49.9%

 

(18)

(37)

-49.9%

 

  -

  -

n.a.

Net Income (Loss) - Consolidated Company

889

425

109.2%

 

811

304

167.3%

 

108

18

506.4%

 

704

286

146.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)  - Controlling Shareholders - continuing operations(3)

726

247

194.3%

 

830

340

143.9%

 

126

54

131.3%

 

704

286

146.3%

Net Income (Loss)  - Controlling Shareholders - discontinued operations(3)

52

50

2.5%

 

(18)

(37)

-49.9%

 

(18)

(37)

-49.9%

 

  -

  -

n.a.

Net Income (Loss)  - Consolidated Controlling Shareholders(3)

778

297

161.8%

 

811

303

167.4%

 

107

18

509.4%

 

704

286

146.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minority Interest - Non-controlling - continuing operations

  -

  -

n.a.

 

  -

  -

n.a.

 

 -

  -

n.a.

 

  -

  -

n.a.

Minority Interest - Non-controlling - discontinued operations

111

128

-13.6%

 

  -

  -

n.a.

 

  -

  -

n.a.

 

  -

  -

n.a.

Minority Interest - Non-controlling - Consolidated

111

128

-13.6%

 

  -

  -

n.a.

 

  -

  -

n.a.

 

  -

  -

n.a.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA

2,085

1,564

33.4%

 

2,189

1,657

32.1%

 

925

1,054

-12.3%

 

1,264

602

109.8%

Adjusted EBITDA (4) - Ex. tax credits(*)

1,864

1,521

22.6%

 

1,967

1,614

21.9%

 

1,067

988

7.9%

 

901

626

43.9%

                               
 

Consolidated

   

Food Businesses

   

Multivarejo(1)

   

Assaí

 
               

% Net Sales Revenue

             
                               
 

9M18

9M17

   

9M18

9M17

   

9M18

9M17

   

9M18

9M17

 
                               

Gross Profit

23.6%

24.3%

 

 

23.6%

24.3%

 

 

28.2%

30.5%

 

 

18.2%

15.1%

 

Selling Expenses

15.0%

15.8%

 

 

15.0%

15.8%

 

 

20.0%

20.4%

 

 

9.1%

9.1%

 

General and Administrative Expenses

2.1%

2.3%

 

 

2.1%

2.3%

 

 

2.8%

3.0%

 

 

1.2%

1.2%

 

Selling, General and Adm. Expenses

17.1%

18.1%

 

 

17.1%

18.1%

 

 

22.9%

23.4%

 

 

10.4%

10.3%

 

Equity Income(2)

-0.1%

-0.2%

 

 

0.1%

0.1%

 

 

0.3%

0.2%

 

 

0.0%

0.0%

 

Other Operating Revenue (Expenses)

0.5%

1.3%

 

 

0.5%

1.3%

 

 

1.0%

2.0%

 

 

0.0%

0.2%

 

Depreciation and Amortization

1.8%

1.8%

 

 

1.8%

1.8%

 

 

2.4%

2.3%

 

 

1.0%

1.0%

 

EBIT

4.0%

3.0%

 

 

4.3%

3.2%

 

 

2.3%

3.0%

 

 

6.7%

3.6%

 

Net Financial Revenue (Expenses)

1.2%

1.6%

 

 

1.2%

1.6%

 

 

2.0%

2.5%

 

 

0.2%

0.3%

 

Income Before Income Tax

2.9%

1.3%

 

 

3.1%

1.6%

 

 

0.3%

0.5%

 

 

6.5%

3.3%

 

Income Tax

-0.8%

-0.6%

 

 

-0.8%

-0.6%

 

 

0.4%

-0.2%

 

 

-2.2%

-1.1%

 

Net Income (Loss) Company - continuing operations

2.1%

0.8%

 

 

2.3%

1.1%

 

 

0.7%

0.3%

 

 

4.3%

2.2%

 

Net Income (Loss) - Consolidated Company

2.5%

1.3%

 

 

2.3%

0.9%

 

 

0.6%

0.1%

 

 

4.3%

2.2%

 

Net Income (Loss)  - Controlling Shareholders - continuing operations(3)

2.1%

0.8%

 

 

2.3%

1.1%

 

 

0.7%

0.3%

 

 

4.3%

2.2%

 

Net Income (Loss)  - Consolidated Controlling Shareholders(3)

2.2%

0.9%

 

 

2.3%

0.9%

 

 

0.6%

0.1%

 

 

4.3%

2.2%

 

Minority Interest - Non-controlling - continuing operations

0.0%

0.0%

 

 

0.0%

0.0%

 

 

0.0%

0.0%

 

 

0.0%

0.0%

 

Minority Interest - Non-controlling - Consolidated

0.3%

0.4%

 

 

0.0%

0.0%

 

 

0.0%

0.0%

 

 

0.0%

0.0%

 

EBITDA

5.9%

4.9%

 

 

6.2%

5.2%

 

 

4.8%

5.5%

 

 

7.8%

4.6%

 

Adjusted EBITDA (4) - Ex. tax credits(*)

5.3%

4.7%

 

 

5.6%

5.0%

 

 

5.6%

5.2%

 

 

5.6%

4.8%

 

 

(1)  Multivarejo includes the results of Malls and Corporate. (2) Equity income from Cdiscount is included in the Consolidated results and not in the Retail and Cash-and-Carry segments. (3) Net income after non-controlling interest. (4) EBITDA adjusted by the line “Other Operating Income and Expenses”  (* ) Excludes nonrecurring tax credits related to 2Q18, with R$45 million at Multivarejo referring to the sale to third parties of a portion of the tax credits related to the exclusion of ICMS from the calculation base of PIS/COFINS and R$369 million at Assaí referring to the reversal of the provision related to ICMS ST credits for periods prior to the Supreme Court decision, recognized in cost of goods sold. In relation to 2Q17, R$447 million was excluded at Multivarejo referring to nonrecurring tax credits in connection with the ICMS ST reimbursement, recognized in cost of goods sold.

 

30


 
 

 

3. Financial Result

 

Consolidated

 
 
 

(R$ million)

3Q18

3Q17

Δ

 

9M18

9M17

Δ

 

 

 

 

 

 

 

 

   Financial Revenue

 48

 37

29.9%

 

 127

 135

-6.0%

   Financial Expenses

 (183)

 (191)

-4.2%

 

 (541)

 (659)

-17.9%

    Cost of Debt

 (104)

 (116)

-10.3%

 

 (288)

 (427)

-32.6%

    Cost of  Receivables Discount

 (16)

 (19)

-15.8%

 

 (102)

 (92)

10.9%

    Restatement of Contingent Liabilities and Other financial expenses

 (63)

 (56)

12.5%

 

 (151)

 (140)

7.9%

Net Financial Revenue (Expenses)

 (135)

 (154)

-12.3%

 

 (414)

 (524)

-21.0%

   % of Net Revenue

1.1%

1.4%

-30 bps

 

1.2%

1.6%

-40 bps

 

In the financial statements of GPA as of September 30, 2018, 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. Accordingly, net sales and other profit and loss accounts were adjusted retrospectively, as required under IFRS 5/CPC 31, approved by CVM Resolution 598/09 – Sale of non-current assets and discontinued operations.

 

 

4. Net Income

 

Consolidated

 

Food Business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(R$ million)

3Q18

3Q17

Δ

 

9M18

9M17

Δ

 

3Q18

3Q17

Δ

 

9M18

9M17

Δ

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

611

409

49.4%

 

2,085

1,564

33.4%

 

638

440

45.1%

 

2,189

1,657

32.1%

Depreciation (Logistic)

  (12)

  (14)

-11.6%

 

 (37)

  (40)

-7.2%

 

  (12)

  (14)

-11.6%

 

  (37)

  (40)

-7.2%

Depreciation and Amortization

(206)

(194)

6.1%

 

(625)

(574)

8.8%

 

(206)

(194)

6.1%

 

(625)

(574)

8.8%

Net Financial Revenue (Expenses)

(135)

(154)

-12.3%

 

(414)

(524)

-21.0%

 

(135)

(154)

-12.3%

 

(414)

(524)

-21.0%

Income (Loss) before Income Tax

258

  47

447.3%

 

1,010

426

137.1%

 

285

  78

264.8%

 

1,113

519

114.3%

Income Tax

  (70)

  (37)

89.7%

 

(283)

(179)

58.3%

 

  (70)

  (37)

89.7%

 

(283)

(179)

58.3%

Net Income (Loss) Company - continuing operations

188

  10

n.a.

 

726

247

194.2%

 

215

  41

421.9%

 

830

340

143.8%

Net income from discontinued operations

  (50)

  90

n.a.

 

163

178

-8.6%

 

  (22)

  (12)

85.1%

 

  (18)

  (37)

-49.9%

Net Income (Loss) Consolidated Company

138

100

37.0%

 

889

425

109.2%

 

193

  29

559.3%

 

811

304

167.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)  - Controlling Shareholders - continuing operations

188

  10

n.a.

 

726

247

194.3%

 

215

  41

422.6%

 

830

340

143.9%

Net Income (Loss)  - Controlling Shareholders - descontinuing operations

  (37)

  34

n.a.

 

  52

  50

2.5%

 

  (22)

  (13)

71.1%

 

  (18)

  (37)

-49.9%

Net Income (Loss)  - Controlling Shareholders - Consolidated

150

  44

243.0%

 

778

297

161.8%

 

193

  28

583.2%

 

811

303

167.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non recurring tax credits

-

-

n.a.

 

414

447

-7.4%

 

-

-

n.a.

 

414

447

-7.4%

Income tax from non recurring tax credits

-

-

n.a.

 

(137)

(111)

23.7%

 

-

-

n.a.

 

(137)

(111)

23.7%

Net Income (Loss) - Controlling Shareholders - continuing operations ex tax credits

188

  10

n.a.

 

449

  (90)

n.a

 

215

  41

421.9%

 

552

4

n.a

Net Margin - Controlling Shareholders ex tax credits

1.5%

0.1%

140 bps

 

1.3%

-0.3%

160 bps

 

1.8%

0.4%

140 bps

 

1.6%

0.0%

160 bps

 

 In the financial statements of GPA as of September 30, 2018, 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. Accordingly, net sales and other profit and loss accounts were adjusted retrospectively, as required under IFRS 5 / CPC 31, approved by CVM Resolution 598/09 - Sale of non-current assets and discontinued operations.

 

31


 
 

 

5. Indebtedness

 

(R$ million)

09.30.2018

09.30.2017

     

Short Term Debt

 (1,787)

 (1,387)

   Loans and Financing

 (1,281)

 (870)

   Debentures and Promissory Notes

 (507)

 (517)

Long Term Debt

 (4,809)

 (3,321)

   Loans and Financing

 (720)

 (789)

   Debentures

 (4,089)

 (2,532)

Total Gross Debt

 (6,596)

 (4,708)

Cash and Financial investments

 2,625

 1,266

Net Debt

 (3,971)

 (3,442)

EBITDA(1)

 2,836

 2,030

Net Debt / EBITDA(1)

-1.40x

-1.70x

 

 

 

On balance Credit Card Receivables not discounted

 711

 806

Net Debt incl. Credit Card Receivables not discounted

 (3,260)

 (2,637)

Net Debt incl. Credit Card Receivables not discounted / EBITDA(1)

-1.15x

-1.30x

 

In the financial statements of GPA as of September 30, 2018, 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. Accordingly, net sales and other profit and loss accounts were adjusted retrospectively, as required under IFRS 5 / CPC 31, approved by CVM Resolution 598/09 - Sale of non-current assets and discontinued operations. However, said technical standard does not require restatement of the balance sheet in such situations.

 

 (1) EBITDA in the last 12 months.

 

32


 
 

 

6. Cash Flow - Consolidated (including Via Varejo)

STATEMENT OF CASH FLOW

       
   

Consolidated

(R$ million)

 

09.30.2018

09.30.2017

       

Net Income (Loss) for the period

 

  889

  425

Adjustment for reconciliation of net income

 

 

 

Deferred income tax

 

  123

  (56)

Loss (gain) on disposal of fixed and intangible assets

 

  106

  88

Depreciation and amortization

 

  662

  614

Interests and exchange variation

 

  608

  703

Adjustment to present value

 

  1

-

Equity Income

 

  31

  36

Provision for contingencies

 

  404

  403

Provision for disposals and impairment of property and equipment

 

(2)

  4

Share-Based Compensation

 

  33

  23

Allowance for doubtful accounts

 

  464

  521

Provision for obsolescence/breakage

 

  (19)

  (26)

Deferred revenue

 

  (324)

  (292)

Other Operating Expenses

 

  (369)

  (447)

 

 

  2,607

  1,996

Asset (Increase) decreases

 

 

 

Accounts receivable

 

  (765)

(2,287)

Inventories

 

(1,877)

(1,075)

Taxes recoverable

 

  (935)

  (93)

Dividends received

 

-

  155

Other Assets

 

  (42)

  (49)

Related parties

 

  188

  131

Restricted deposits for legal proceeding

 

  (11)

  (286)

 

 

(3,442)

(3,504)

Liability (Increase) decrease

 

 

 

Suppliers

 

(1,995)

(2,446)

Payroll and charges

 

  (14)

  68

Taxes and Social contributions payable

 

  81

  (229)

Other Accounts Payable

 

  (108)

  203

Contingencies

 

  (756)

  (252)

Deferred revenue

 

  137

(7)

Taxes and Social contributions paid

 

  (354)

  (74)

   

(3,009)

(2,737)

   

 

 

Net cash generated from (used) in operating activities

 

(3,844)

(4,245)

   

 

 

Acquisition of property and equipment

 

(1,213)

  (988)

Increase Intangible assets

 

  (339)

  (221)

Sales of  property and equipment

 

  148

  106

Net cash flow investment activities

 

(1,404)

(1,103)

   

 

 

Cash flow from financing activities

 

 

 

Increase of capital

 

  1

  7

Funding and refinancing

 

  7,096

  6,289

Payments of loans and financing

 

(5,972)

(8,277)

Dividend Payment

 

  (174)

-

Acquisition of society

 

-

(8)

Net cash generated from (used) in financing activities

 

  951

(1,989)

   

 

 

Increase (decrease) in cash and cash equivalents

 

(4,297)

(7,337)

   

 

 

Cash and cash equivalents at the beginning of the year

 

  7,351

  9,142

Cash and cash equivalents at the end of the year

 

  3,054

  1,805

Change in cash and cash equivalents

 

(4,297)

(7,337)

 

33


 
 

 

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

   

Consolidated

   
   

(R$ million)

 

9M18

9M17

       

Cash Balance at Beginning of Exercise

 

 7,351

 9,142

 

 

 

 

Cash Flow from Operating Activities

 

 (3,844)

 (4,245)

   EBITDA

 

 2,933

 1,564

   Cost of Sale of Receivables

 

 (557)

 (668)

   Working Capital

 

 (4,637)

 (5,808)

   Assets and Liabilities Variation

 

 (1,583)

 667

Cash Flow from Investment Activities

 

 (1,404)

 (1,103)

   Net Investment

 

 (1,404)

 (1,103)

 

 

 

 

Change on net cash after investments

 

 (5,248)

 (5,348)

 

 

 

 

Cash Flow from Financing Activities

 

 951

 (1,989)

   Dividends Payments and Others

 

 (174)

 -  

   Net Payments

 

 1,125

 (1,989)

 

 

 

 

Change on Net Cash

 

 (4,297)

 (7,337)

 

 

 

 

Cash Balance at End of Exercise

 

 3,054

 1,805

 

 

 

 

Cash includes "Assets held for sale and op. Discontinued"

 

 429

 539

 

 

 

 

Cash t as balance sheet (excluding Via Varejo)

 

 2,625

 1,266

 

In the financial statements of GPA as of September  30, 2018, 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. Accordingly, net sales and other profit and loss accounts were adjusted retrospectively, as required under IFRS 5/CPC 31, approved by CVM Resolution 598/09 – Sale of non-current assets and discontinued operations. Assets held for sale and the corresponding liabilities were reclassified only on the reporting date. Accordingly, movements in the above equity accounts include Via Varejo, however, the final cash position is reconciled so as to show only continuing operations.

34


 
 

 

7. Capital Expenditure

 

Food Business

(R$ million)

3Q18

3Q17

Δ

 

9M18

9M17

Δ

New stores, land acquisition and conversions

 136

 219

-37.9%

 

 381

 374

1.9%

Store renovations and Maintenance

 258

 131

96.7%

 

 437

 309

41.8%

Infrastructure and Others

 107

 114

-6.3%

 

 259

 202

28.5%

 

 

 

 

 

 

 

 

Non-cash Effect

 

 

 

 

 

 

 

Financing Assets

 (14)

 (18)

n.a

 

 70

 117

-40.0%

Total

 488

 446

9.3%

 

 1,147

 1,001

14.6%

 

8. Breakdown of Sales by Business

   

Breakdown of Gross Sales by Business

(R$ million)

 

3Q18

%

3Q17

%

Δ

9M18

%

9M17

%

Δ

                       

 Multivarejo

 

  6,925

52.0%

6,705

56.9%

3.3%

20,756

54.1%

20,680

59.4%

0.4%

Pão de Açúcar

 

  1,838

13.8%

1,810

15.4%

1.5%

5,477

14.3%

5,294

15.2%

3.5%

Extra (1)

 

  4,084

30.7%

4,022

34.1%

1.5%

12,379

32.3%

12,755

36.6%

-2.9%

Convenience Stores (2)

 

321

2.4%

277

2.4%

15.8%

  921

2.4%

  867

2.5%

6.2%

Other Businesses (3)

 

682

5.1%

596

5.1%

14.5%

1,979

5.2%

1,765

5.1%

12.1%

Cash & Carry

 

  6,382

48.0%

5,086

43.1%

25.5%

17,623

45.9%

14,164

40.6%

24.4%

Assaí

 

  6,382

48.0%

5,086

43.1%

25.5%

17,623

45.9%

14,164

40.6%

24.4%

Food Business

 

  13,307

100.0%

11,791

100.0%

12.8%

38,379

100.0%

34,844

100.0%

10.1%

                       
                       
   

Breakdown of Net Sales by Business

(R$ million)

 

3Q18

%

3Q17

%

Δ

9M18

%

9M17

%

Δ

                       

Multivarejo

 

  6,393

52.2%

6,225

57.1%

2.7%

19,176

54.2%

19,129

59.5%

0.2%

Pão de Açúcar

 

  1,687

13.8%

1,671

15.3%

1.0%

5,032

14.2%

4,871

15.2%

3.3%

Extra (1)

 

 3,735

30.5%

3,710

34.0%

0.7%

11,341

32.1%

11,725

36.5%

-3.3%

Convenience Stores (2)

 

300

2.4%

259

2.4%

16.1%

  861

2.4%

  808

2.5%

6.5%

Other Businesses (3)

 

671

5.5%

585

5.4%

14.6%

1,942

5.5%

1,725

5.4%

12.6%

Cash & Carry

 

  5,865

47.8%

4,684

42.9%

25.2%

16,201

45.8%

12,996

40.5%

24.7%

Assaí

 

  5,865

47.8%

4,684

42.9%

25.2%

16,201

45.8%

12,996

40.5%

24.7%

Food Business

 

  12,258

100.0%

10,909

100.0%

12.4%

35,377

100.0%

32,125

100.0%

10.1%

 (1) Includes sales by Extra Supermercado and Extra Hiper.

 (2) Includes sales by Minimercado Extra and Minuto Pão de Açúcar.

 (3) Includes sales by Gas stations, Drugstores, Delivery and rental revenue from commercial centers.

 

35


 
 

 

9. Breakdown of Sales (% of Net Sales)

SALES BREAKDOWN (% of Net Sales)

   
 

Food Business

 

3Q18

3Q17

 

9M18

9M17

           

Cash

48.5%

50.4%

 

48.9%

51.1%

Credit Card

40.4%

39.0%

 

40.2%

38.6%

Food Voucher

11.1%

10.6%

 

10.9%

10.3%

 

 

10. Store Portfolio Changes by Banner

 

Food Business

 

06/30/2018

 

Opened

Opened by conversion

 

Closed

Closed to conversion

 

09/30/2018

                   

Pão de Açúcar

186

 

  -

  -

 

  -

  -

 

186

Extra Hiper

113

 

  -

  -

 

  -

  (1)

 

112

Extra Supermercado

183

 

  -

  -

 

  (2)

(18)

 

163

Mercado Extra

  4

 

  -

6

 

  -

  -

 

10

Minimercado Extra

183

 

  -

  -

 

  -

  -

 

183

Minuto Pão de Açucar

82

 

  -

  -

 

  -

  -

 

82

Assaí

130

 

3

1

 

  -

  -

 

134

Other Business

193

 

  -

  -

 

  -

  -

 

193

Gas Station

70

 

  -

  -

 

  -

  -

 

70

Drugstores

  123

 

  -

  -

 

  -

  -

 

  123

Food Business

  1,074

 

3

7

 

  (2)

(19)

 

1,063

                   

Sales Area ('000 m2)

 

             

 

  Food Business

  1,802

             

1,799

 

 

The 19 stores closed/transferred to conversion refer to:

• 6 Extra Super stores already converted to Mercado Extra in 3Q18;

• 12 Extra Super stores that are closed and will be reopened in 4Q18 under the Compre Bem banner;

• 1 Extra Hiper store that is closed and will be reopened in 4Q18 under the Compre Bem banner.

 

36


 
 

 

 

3Q18 Results Conference Call and Webcast

Friday, October 26, 2018
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 (11) 2820-4001

Conference call in English (simultaneous translation)
+1 (646) 828-8246

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

Replay
+55 (11) 3193-1012 or +55 (11) 2820-4012
Access code for audio in Portuguese: 8126053
Access code for audio in nglish: 7656783

http://www.gpari.com.br

 

Investor Relations Contacts

Daniela Sabbag

Isabela Cadenassi


GPA

Tel: 55 (11) 3886-0421

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 18 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; GPA Malls, which is responsible for managing the Group's real estate assets, expansion projects and new store openings; 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.

37


 
 

 

Glossary

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. 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 in both physical and virtual establishments. 

 

 

 

Discontinued Activities: Due to the ongoing divestment of the interest held by GPA in Via Varejo S.A., the operations of Via Varejo are treated as discontinued operations. Accordingly, net sales and other profit or loss accounts were adjusted retrospectively, as required under IFRS 5/CPC 31, approved by CVM Resolution 598/09 – Non-current assets held for sale and discontinued operations.

 

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.

 

Earnings per share: Diluted earnings per share are calculated as follows:

        Numerator: profit for the year adjusted by dilutive effects from stock options granted by subsidiaries.

        Denominator: the number of shares of each category adjusted to include potential shares corresponding to dilutive instruments (stock options), less the number of shares that could be bought back at market, if applicable.

 

Equity instruments that will or may be settled with the Company and its subsidiaries’ shares are only included in the calculation when its settlement has a dilutive impact on earnings per share.

 

Compre Bem Project: A pilot project that involves the conversion of 20 stores in order to enter a market niche currently dominated by regional supermarkets. The store model will be better adapted to the needs of
consumers in the regions where the stores are located. The service and assortment of the perishables category will be strengthened, while other categories will have a leaner assortment. Compre Bem will be managed independently from the Extra Super banner, focusing on simplifying operating costs, especially in logistics and IT.

Mercado Extra: Pilot project in 10 stores with the objective of revitalizing Extra Super through the enhancement of perishables and consumer services, focusing on class B and C. There will be no change in the operational model of the stores, which will continue under the Extra banner management.

38


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(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 especially 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 as discontinued operations (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” and “Barateiro.com”. The Group’s 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 Éxito S.A., through Wilkes Participações S.A. (“Wilkes”), and its ultimate parent company is Casino Guichard Perrachon (“Casino”), French company listed on Paris Stock Exchange.

1.1.   Arbitration Península

On September 12, 2017, the Company received a notice from the Brazil-Canada Chamber of Commerce regarding a request for arbitration filed by Banco Ourinvest S.A., a financial institution, in its capacity as fund manager and acting in the exclusively interest of the quotaholders of Fundo de Investimento Imobiliário Península ("Península" and the "Proceeding").

The Proceeding aims to discuss the calculation of the rental fees and other operational matters related to the stores owned by Peninsula, which are under several lease agreements and contracts entered into between the Company and Peninsula during 2005 (the "Agreements"). The Agreements assure to CBD the rent of the stores for a period of twenty (20) years as from their respective execution, which may be extended for an additional 20-year term, at CBD’s exclusive criteria, and rules the calculation of the rental fees.

The Proceeding refers to certains terms and conditions of the Agreements and does not affect the continuity of the leasing of the stores, which are contractually assured. The Company and its legal advisors understand that the Proceeding will be decided favorably to CBD.

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 accounting information intermediate and consolidated regarding for the nine-moth period ended September 30, 2018 were approved by the Board of Directors on October 25, 2018.

39


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

2.  Basis of preparation - Continued

As a result of the process in progress for the sale of the subsidiary Via Varejo S.A. (note 32 on the financial statements for year ended December 31, 2017, presented in February 19, 2018) 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 nine-moth period September 30, 2018  and September 30, 2017 were presented with the effects of the transaction.

The cash flow statements presented include the continuing and discontinued operations in line with technical pronouncement CPC31 / IFRS 5. The cash for flow discontinued operations are presented in Note 31.1.

 

 

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 2017, in Note 3. In the period, a new company was established named SCB Distribuição e Comércio (SCB) controlled by CBD.

 

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, 2017 and therefore should be read in conjunction with those annual financial statements, in note 5.1. and the policy of recognition and measurement of income tax in the interim period described in Note 19.1.

 

5.  Adoption of new procedures, amendments and interpretations of pronouncements issued by IASB and CPC and standards published and not yet in force

5.1.   Amendments to IFRS and new interpretations applicable mandatorily as of January 1, 2018

 

The changes in accounting policies were also reflected in the Company's consolidated quarterly information for the nine-moth period ended September 30, 2017.

The Company adopted for the first time CPC 47 / IFRS 15 Revenue from Contracts with Customers (see 5.1.1), CPC 48 /IFRS 9 Financial Instruments (see 5.1.2) as of January 1, 2018 and the Revision of Technical Pronouncements – No. 12/2017 as of January 1, 2018. A series of other new standards are effective as of January 1, 2018, although they have no material impact on the Company’s financial statements.

The effect of the first-time adoption of these standards is mainly due to the following:

·   Reclassification of bonuses received from suppliers;

·   Reclassification of financial assets, with impacts on shareholders’ equity (see note 5.1.2);

·   Reclassification of the impacts of withheld taxes on share-based compensation (see Note 5.1.3);

·   An increase in impairment losses recognized in financial assets (see Note 5.1.2).

 

40


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

5.     Adoption of new procedures, amendments and interpretations of pronouncements issued by IASB and CPC and standards published and not yet in force – Continued

5.1.  Amendments to IFRS and new interpretations applicable mandatorily as of January 1, 2018 - Continued

5.1.1 . CPC 47 / IFRS 15 Revenue from contracts with customers

CPC 47 / IFRS 15 establishes a comprehensive framework to determine if, when and for how long revenue is recognized. It substitutes CPC 30 / IAS 18 Revenue, CPC 17 / IAS 11 Construction Contracts and their respective interpretations.

The Company adopted CPC 47 / IFRS 15, with the effect of first-time adoption of the standard with retrospective effects (i.e. January 1, 2017). Consequently, we restated the Statement of income, statement of added value, statement of changes in shareholders equity and balance sheet, for the period reported previously in accordance with CPC 30 / IAS 18, CPC 17 / IAS 11 and the respective interpretations.

The effect of the adoption of CPC 47 / IFRS 15 is related to the classification of bonuses received from suppliers as deductions from the cost of sales instead of from administrative and selling expenses.

The details of the new significant accounting policies and the nature of the changes to previous accounting policies in relation to the diverse goods and services of the Company are described below:

 (i)       Revenue

a)        Sales of goods

Revenue from sale of goods is recognized at its fair value and, when control over the products is transferred to the buyer, the Company and its subsidiaries cease to hold control or liability over the goods sold and the economic benefits generated for the Company and its subsidiaries are probable. No revenue is recognized if its realization is uncertain.

b)       Service revenue

Since the Company and its subsidiaries are holders of policies on extended warranty insurance, financial protection insurance and personal accident insurance, and are sales agents in technical assistance and prepaid phone recharge, revenues earned are presented net of related costs and recognized as profit or loss when it is probable that the economic benefits will flow to the Company and its subsidiaries and their amounts can be measured reliably.

c)    Financial services revenue

Since consumer financing is an essential part of the business of the Company and its subsidiaries, for all financial instruments measured at amortized cost, financial revenue is recognized using the effective interest rate method, which discounts exactly the estimated future cash receipts through the expected life of the financial instrument, or in a shorter period of time, when applicable, from the carrying amount of the asset. Interest income is included under financial services, comprising gross profit in the income statement for the year. This practice is substantially related to discontinued activities.

 

41


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

5.     Adoption of new procedures, amendments and interpretations of pronouncements issued by IASB and CPC and standards published and not yet in force – Continued

5.1.   Amendments to IFRS and new interpretations applicable mandatorily as of January 1, 2018 - Continued

5.1.1             CPC 47 / IFRS 15 Revenue from contracts with customers - Continued

d)       Interest income

For all the financial assets measured at their amortized cost, interest income is recorded using the effective interest rate method, which is the discount rate of the estimated future cash payments or receipts through the expected life of the financial instrument or a shorter period, as applicable, from the carrying amount of the financial asset or liability. Interest income is included in the financial result in the income statement for the year.

e)        Returns and cancellations

Returns and cancellations are recognized when the sale is concluded. Estimates are based on sales volumes and the history of returns in each reporting segment. Revenue is recognized net of returns and cancellations.

(ii)       Cost of goods sold

The cost of goods sold comprises the cost of purchases net of discounts and bonuses received from suppliers, changes in inventories and logistics costs.

Bonuses received from suppliers are measured based on the contracts and agreements between the parties.

Cost of sales includes the cost of logistics operations managed or outsourced by the Company and its subsidiaries, and includes warehousing, handling and freight costs incurred until the goods are available for sale. Transport costs are included in acquisition costs.

 

5.1.2         CPC 48 / IFRS 9 Financial Instruments

CPC 48 / IFRS 9 establishes the requirements for recognition and measurement of financial assets, financial liabilities and some contracts for purchase and sale of non-financial items.   This standard replaces CPC 38 / IAS 39 – Financial Instruments: Recognition and Measurement.

CPC 48 / IFRS 9 retains most of the current requirements of CPC 38 / IAS 39 for the classification and measurement of financial liabilities. However, it eliminates previous categories of CPC 38 / IAS 39 for financial assets: held-to-maturity, loans and receivables and available-for-sale.

The adoption of CPC 48 / IFRS 9 did not have a significant impact on the Company’s accounting policies related to financial liabilities and derivative instruments (for derivatives used as hedging instruments, see item (iii) below). The impact of CPC 48 / IFRS 9 on the Classification and Measurement of Financial assets is described below.

 

42


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

5.     Adoption of new procedures, amendments and interpretations of pronouncements issued by IASB and CPC and standards published and not yet in force – Continued

5.1.   Amendments to IFRS and new interpretations applicable mandatorily as of January 1, 2018 – Continued

5.1.2         CPC 48 / IFRS 9 Financial Instruments - Continued

In accordance with CPC 48 / IFRS 9, upon initial recognition, a financial asset is classified as measured: at its amortized cost, at fair value through other comprehensive income (“FVOCI”) – debt instrument; FVOCI – equity instrument; or fair value through profit or loss (“FVPL”). The classification of financial assets according to CPC 48 / IFRS 9 is generally based on the business model in which a financial asset is managed and on the characteristics of its contractual cash flows. Embedded derivatives in which the main contracts is a financial asset under the scope of the standard are never separated.  Instead, the hybrid financial instrument is fully evaluated for classification.

Details of the new significant accounting policies and the nature of changes to previous accounting policies in relation to the Company’s goods and services is described below:

i)       Classification and measurement of Financial Assets and Liabilities

A financial asset is measured at its amortized cost if it meets both of the following conditions and is not designated as measured at FVPL:

·  It is held within a business model whose goal is to maintain financial assets to receive contractual cash flows; and

·  Its contractual terms generate, on specific dates, cash flows that are related to the payment of principal and interest on the outstanding principal amount.

A financial asset is measured at FVOCI if it meets both of the following conditions and is not designated as measured at FVPL:

·  It is held within a business model whose goal is achieved both through the receipt of contractual cash flows and through the sale of financial assets; and

·  Its contractual terms generate, on specific dates, cash flows that are exclusively related to the payment of principal and interest on the outstanding principal amount.

 

Upon initial recognition of an investment in an equity instrument that is not held for trading, the Company may irrevocably choose to present subsequent changes in the fair value of the investment under other comprehensive income (“OCI”). This choice is made on an investment-by-investment basis.

 

43


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

5.     Adoption of new procedures, amendments and interpretations of pronouncements issued by IASB and CPC and standards published and not yet in force – Continued

5.1.   Amendments to IFRS and new interpretations applicable mandatorily as of January 1, 2018 – Continued

5.1.2. CPC 48 / IFRS 9 Financial Instruments - Continued

 

Any financial asset not classified as measured at their amortized cost or through FVOCI, as described above, are classified as FVPL. This includes all derivative financial assets. Upon initial recognition, the Company may irrevocably designate a financial asset that would otherwise meet the requirements to be measured at amortized cost or as FVOCI as FVPL if this eliminates or significantly reduces an accounting mismatch that would occur otherwise (fair value option available in CPC 48 / IFRS 9).

A financial asset (unless it refers to trade accounts receivable without a significant component of financing that is initially measured at the transaction price) is initially measured at fair value, plus, for an item that is not measured at FVPL, any transaction costs directly attributable to its acquisition.

Financial assets measures at FVPL – These assets are subsequently measured at fair value. The net result, including interest or revenue from dividends, is recognized in the result.

Financial assets at amortized cost – These assets are measured subsequent to amortized cost using the effective interest rate method. The amortized cost is reduced by impairment losses. Interest income, exchange gains and losses, and losses are recognized as profit or loss. Any gain or loss from derecognition is recognized as profit or loss.

Debt instruments at FVOCI – These assets are measured subsequently at fair value. Interest income calculated using the effective interest rate method, exchange gains and losses, and impairment losses are recognized as profit or loss. Other net income is recognized under OCI. In derecognition, the accumulated result under OCI is reclassified to result. On December 31, 2017, the amount under continuing operations was R$11 at the parent company and R$12 at the consolidated, and the amount under discontinued operation was R$64.

ii)             Impairment of financial assets

CPC 48 / IFRS 9 replaces the “incurred loss” model of CPC 38 / IAS 39 with an expected credit losses model. The new impairment loss model applies to financial assets measured at amortized cost, contractual assets and debt instruments measured at FVOCI, but does not apply to investments in equity instruments (shares) or financial assets measured at FVPL, as per CPC 48 / IFRS 9, loan losses are recognized earlier than under CPC 38 / IAS 39.

According to CPC 48 / IFRS 9, provisions for losses are measured at one of the following bases:

·         Credit losses expected for 12 months (general model): these are credit losses that result in possible default events within 12 months from the balance sheet date and, subsequently, in case of deterioration of the credit risk, throughout the life of the instrument.

·         Full lifetime expected credit losses (simplified model): these are credit losses resulting from all possible default events over the expected life of a financial instrument.

 

44


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

5.     Adoption of new procedures, amendments and interpretations of pronouncements issued by IASB and CPC and standards published and not yet in force – Continued

5.1.   Amendments to IFRS and new interpretations applicable mandatorily as of January 1, 2018 – Continued

5.1.2. CPC 48 / IFRS 9 Financial Instruments - Continued

ii)   Impairment of financial assets - Continued

·       Practical expedient: these are expected credit losses that are consistent with reasonable and sustainable information available, on the balance sheet date about past events, current conditions and forecasts of future economic conditions, which enable the verification of probable future loss based on the historical credit loss occurred in accordance with the maturity of securities.

 

The Company chose to measure provisions for losses from accounts receivable and other receivables and contractual assets at an amount that equals the credit loss expected for the full lifetime, and for trade accounts receivable, whose portfolio of receivables is fragmented, CDCI, rents receivable, wholesale accounts receivable and accounts receivable from freight companies, the practical expedient was applied through the adoption of a matrix of losses for each maturity range.

When determining whether the credit risk of a financial asset increased significantly since its initial recognition and while estimating the expected credit losses, the Company takes into account reasonable and sustainable information that is relevant and available free of cost or excessive effort. This includes quantitative and qualitative information and analysis, based on the Company’s historical experience, during credit appraisal and considering information about projections.

The Company assumes that the credit risk of a financial asset increased significantly if the asset is overdue more than 90 days.

The Company considers a financial asset as in default when:

·         there is little likelihood that the debtor will fully pay their obligations to the Company, without resorting to actions such as execution of guarantees (if any); or

·         the financial asset is overdue more than 90 days.

The Company determined the credit risk of a debt security by analyzing the payment history, financial and macroeconomic conditions of the counterparty and the assessment of rating agencies, when applicable, thereby assessing each debt security individually.

The maximum period considered when estimating the expected credit loss is the maximum contractual period during which the company is exposed to the credit risk.

Measurement of expected credit losses – Expected credit losses are estimates weighted by the probability of credit losses based on historical losses and projections of related assumptions. Credit losses are measured at present value based on all cash insufficiencies (i.e. the differences between the cash flows owed to the Company according to contracts and the cash flows the Company expects to receive).

Expected credit losses are discounted by the effective interest rate of the financial asset.

 

45


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

5.     Adoption of new procedures, amendments and interpretations of pronouncements issued by IASB and CPC and standards published and not yet in force – Continued

5.1.   Amendments to IFRS and new interpretations applicable mandatorily as of January 1, 2018 – Continued

5.1.2. CPC 48 / IFRS 9 Financial Instruments - Continued

ii)   Impairment of financial assets - Continued

Financial assets with credit recovery problems – On each reporting date, the Company evaluates whether the financial assets recorded at amortized cost and the debt securities measured at FVOCI show any indication of impairment. A financial asset shows “indication of impairment loss” in the occurrence of one or more events with adverse impact on the estimated future cash flows of the financial asset.

Presentation of impairment loss – Provision for losses for financial assets measured at amortized cost are deducted from the gross book value of the assets.

For financial instruments measured at FVOCI, the provision for losses is recognized in OCI, instead of deducting the book value of the asset.

Impairment losses related to trade accounts receivable and other receivables, including contractual assets, are presented separately in the statement of income and OCI. As a result, the Company reclassified impairment losses of R$2 to selling expenses September 30, 2017, recognized under CPC 38/IAS 39.

Impairment of other financial assets is reported under “selling expenses”, similarly to the presentation under CPC 38 / IAS 39.

Impact of the new impairment loss model – For assets within the scope of the loss model of CPC 48 / IFRS 9, impairment should increase and become more volatile. The Company determined that the application of the requirements for impairment under CPC 48 / IFRS 9 on January 1, 2018 resulted in an additional provision of R$6 in continuing operations.

The additional Provision of R$175 in discontinued operations is composed as follows:

 

 

 

Discontinued operations

12.31.2017

Accounts receivable from credit card operators

 

24

Consumer financing CDCI

 

131

Accounts receivable from freight companies

 

9

Accounts receivable b2b

 

11

Total

 

175

 

Accounts receivable and contractual assets – The following analysis provides greater details on the calculation of expected credit losses related to accounts receivable and contractual assets when adopting CPC 48 / IFRS 9. The Company considers the model and some of the assumptions used in the calculation of these expected credit losses as the main sources of uncertainty in the estimate.

 

46


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

5.     Adoption of new procedures, amendments and interpretations of pronouncements issued by IASB and CPC and standards published and not yet in force – Continued

5.1.   Amendments to IFRS and new interpretations applicable mandatorily as of January 1, 2018 – Continued

5.1.2. CPC 48 / IFRS 9 Financial Instruments - Continued

ii)   Impairment of financial assets – Continued

Expected credit losses were calculated based on real experiences of credit loss in recent years.  The Company calculated the rates of expected credit loss separately for lessees of wholesale properties, accounts receivable from credit card operators and other clients.

The positions within each group were segmented based on common credit risk characteristics, such as:

·         Credit risk level and historical losses – for wholesale clients and property rental; and

·         Delinquency status, default risk and historical losses – for credit card operators and other clients.

 

Transition – Changes in accounting policies resulting from the adoption of CPC 48 / IFRS 9 were applied retrospectively, except as described below.

·         The following assessments were made based on facts and circumstances that existed on the date of initial adoption.

o    Determination of the business model in which a financial asset is held.

o    Designation and cancellation of prior designations of certain financial assets and liabilities measured at FVPL.

o    Determinations of variables related to estimates of impairment.

o    Designation of certain investments in equity instruments not held for trading at FVOCI.

o    All hedge relationships designated in CPC 38 / IAS 39 on December 31, 2017 met the criteria for hedge accounting pursuant to CPC 48 / IFRS 9 on January 1, 2018 and are, therefore, considered as continuing hedge relationships.

 

5.1.3 Revision of Technical Pronouncements – no.12/2017

The entity must apply the change set forth in IFRS 2 / CPC 10 – “Share-based payment” to account for the withholding of share funds to pay the tax authority for the tax obligation of the employee associated with the share-based payment. Consequently, the payment made must be accounted for as a deduction from capital for the retained shares, except to the extent that the payment exceeds the fair value on the date of settlement by the net value of the own equity instruments withheld. As such, the liability related to the withheld liabilities in the amount of R$10 at the parent company and R$13 in the consolidated of continuing operations, and R$8 in discontinued operations was reclassified to shareholders equity on the initial date of adoption, i.e. January 1, 2018.

 

 

47


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

5.     Adoption of new procedures, amendments and interpretations of pronouncements issued by IASB and CPC and standards published and not yet in force – Continued

5.1.   Amendments to IFRS and new interpretations applicable mandatorily as of January 1, 2018 – Continued

5.1.4.Presentation of the retrospective effects of the application of pronouncements

The effect of retrospective adoption of CPC 47 / IFRS 15 Revenue from Contracts with Customers, CPC 48 /IFRS 9 Financial Instruments as of January 1, 2017, with impacts on the statement of income for the nine-moth period ended September 30, 2017, balance sheets on December 31, 2017, statements of cash flows on September 30, 2017, and statements of value added on September 30, 2017 are as follows:

Balance Sheet

Parent Company

 

12.31.2017

 

Originally reported

 

Effects IFRS9

 

Equity effects (*)

 

Restated

               

Trade receivables

440

 

 (12)

 

 -

 

428

Other receivables

256

 

 (3)

 

 -

 

253

Assets held for sale

2,090

 

 (77)

 

 (4)

 

2,009

Total current assets

9,175

 

 (92)

 

 (4)

 

9,079

 

             

Deferred income tax and social contribution

108

 

4

 

 -

 

112

Investments

3,368

 

 (2)

 

 (21)

 

3,345

Total noncurrent assets

13,803

 

2

 

 (21)

 

13,784

Total assets

22,978

 

 (90)

 

 (25)

 

22,863

             

 

Provision for losses on investiment in associates

165

 

 -

 

30

 

195

Total noncurrent liabilities

4,483

 

 -

 

30

 

4,513

               

Shareholders’ equity

10,333

 

 (90)

 

 (55)

 

10,188

Total shareholders’ equity

10,333

 

 (90)

 

 (55)

 

10,188

Total liabilities and shareholders’ equity

22,978

 

 (90)

 

 (25)

 

22,863

 


48


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

5.     Adoption of new procedures, amendments and interpretations of pronouncements issued by IASB and CPC and standards published and not yet in force – Continued

5.1.   Amendments to IFRS and new interpretations applicable mandatorily as of January 1, 2018 – Continued

5.1.4.Presentation of the retrospective effects of the application of pronouncements – Continued

 

Statement of Operations

Parent Company

 

09.30.2017

 

Originally reported

 

Effects IFRS15

 

Effects IFRS9

 

Equity effects (*)

Restated

                 

Cost of Sales

(13,375)

 

189

 

-

 

-

(13,186)

Gross Profit

5,595

 

189

 

-

 

-

5,784

Operating income (expenses)

               

Selling Expenses

(3,752)

 

(147)

 

(2)

 

-

(3,901)

General and Administrative Expenses

(532)

 

(42)

 

-

 

-

(574)

Share of Profit of Subsidiaries and Associates

374

 

-

 

(3)

 

(20)

351

Income (loss) Before Income Tax and Social Contribution

377

 

-

 

(5)

 

(20)

352

Income Tax and Social Contribution

(19)

 

-

 

-

 

-

(19)

Net Income (loss) from Continued Operations

358

 

-

 

(5)

 

(20)

333

Net Income (loss) from Discontinued Operations

(37)

 

-

 

-

 

-

(37)

Net Income (loss) for the Period

321

 

-

 

(5)

 

(20)

296

Attributed to:

               

Net Income (loss) from Continued Operations

358

 

-

 

(5)

 

(20)

333

Net Income (loss) from Discontinued Operations

(37)

 

-

 

-

 

-

(37)

Total of controlling shareholders

321

 

-

 

(5)

 

(20)

296

 

Balance Sheet

Consolidated

 

12.31.2017

 

Originally reported

 

Effects IFRS9

 

Equity effects (*)

 

Restated

Trade receivables

632

 

 (14)

 

 -

 

618

Other receivables

271

 

 (4)

 

 -

 

267

Assets held for sale

22,961

 

 (178)

 

 (8)

 

22,775

Total current assets

33,220

 

 (196)

 

 (8)

 

33,016

 

             

   Deferred income tax and social contribution

121

 

4

 

 -

 

125

   Investments

177

 

 -

 

 (21)

 

156

   Total noncurrent assets

14,708

 

4

 

 (21)

 

14,691

   Total assets

47,928

 

 (192)

 

 (29)

 

47,707

               

Provision for losses on investiment in associates

165

 

 -

 

30

 

195

Total noncurrent liabilities

5,644

 

 -

 

30

 

5,674

               

Shareholders’ equity

10,333

 

 (90)

 

 (55)

 

10,188

Non-controlling interest

2,959

 

 (101)

 

 (5)

 

2,853

Total shareholders’ equity

13,292

 

 (191)

 

 (60)

 

13,041

Total liabilities and shareholders’ equity

47,928

 

 (191)

 

 (30)

 

47,707

 

49


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

5.     Adoption of new procedures, amendments and interpretations of pronouncements issued by IASB and CPC and standards published and not yet in force – Continued

5.1.   Amendments to IFRS and new interpretations applicable mandatorily as of January 1, 2018 – Continued

5.1.4.Presentation of the retrospective effects of the application of pronouncements – Continued

 

Statements of Operations

Consolidated

 

09.30.2017

 

Originally reported

 

Effects IFRS15

 

Effects IFRS9

 

Equity effects (*)

Restated

                 

Cost of Sales

(24,525)

 

196

 

-

 

-

(24,329)

Gross Profit

7,600

 

196

 

-

 

-

7,796

Operating income (expenses)

               

Selling Expenses

(4,923)

 

(154)

 

(2)

 

-

(5,079)

General and Administrative Expenses

(694)

 

(42)

 

-

 

-

(736)

Share of Profit of Subsidiaries and Associates

(34)

 

-

 

-

 

(18)

(52)

Income (loss) Before Income Tax and Social Contribution

447

 

-

 

(2)

 

(18)

427

Income Tax and Social Contribution

(180)

 

-

 

-

 

-

(180)

Net Income (loss) from Continued Operations

267

 

-

 

(2)

 

(18)

247

Net Income (loss) from Discontinued Operations

188

 

-

 

(6)

 

(4)

178

Net Income (loss) for the Period

455

 

-

 

(8)

 

(22)

425

Attributed to:

               

Net Income (loss) from Continued Operations

267

 

-

 

(3)

 

(18)

246

Net Income (loss) from Discontinued Operations

54

 

-

 

(2)

 

(2)

50

Total of controlling shareholders

321

 

-

 

(5)

 

(20)

296

                 

Non-controlling shareholders from discontinued operations

134

 

-

 

(3)

 

(2)

129

Total of non-controlling shareholders

134

 

-

 

(3)

 

(2)

129

 

 

Statement of Cash Flows

             

 

Parent Company

 

09.30.2017

 

Originally reported

 

Effects IFRS9

 

Equity effects (*)

 

Restated

Net Cash Operating Activities

(1,502)

 

1

 

(1)

 

(1,502)

Cash Provided by the Operations

516

 

1

 

(1)

 

516

Net Income (Loss) for the Period

321

 

(4)

 

(21)

 

296

Deferred Income Tax

4

 

-

 

-

 

4

Share of Profit of Subsidiaries and Associates

(374)

 

3

 

20

 

(351)

Impairment

-

 

4

 

-

 

4

Estimated loss on doubtful accounts

4

 

(2)

 

-

 

2

 

50


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

5.     Adoption of new procedures, amendments and interpretations of pronouncements issued by IASB and CPC and standards published and not yet in force – Continued

5.1.   Amendments to IFRS and new interpretations applicable mandatorily as of January 1, 2018 – Continued

5.1.4.Presentation of the retrospective effects of the application of pronouncements – Continued

 

Statement of Cash Flows

             

 

Consolidated

 

09.30.2017

 

Originally reported

 

Effects IFRS9

 

Equity effects (*)

 

Restated

Net Cash Operating Activities

(4,245)

 

-

 

-

 

(4,245)

Cash Provided by the Operations

1,996

 

-

 

-

 

1,996

Net Income (Loss) for the Period

455

 

(8)

 

(22)

 

425

Deferred Income Tax

(70)

 

14

 

-

 

(56)

Share of Profit of Subsidiaries and Associates

14

 

-

 

22

 

36

Impairment

-

 

4

 

-

 

4

Estimated loss on doubtful accounts

531

 

(10)

 

-

 

521

 

 

Statement of Value Added

 

 

 

 

 

 

 

 

Parent Company

 

09.30.2017

 

Originally reported

 

Effects IFRS15

 

Effects IFRS9

 

Equity effects (*)

Restated

                 

Products Acquired from Third Parties

               

Costs of Products, Goods and Services Sold

(13,912)

 

189

 

-

 

-

(13,723)

Materials, Energy, Outsourced Services and Other

(2,233)

 

(189)

 

(2)

 

-

(2,424)

 

(16,145)

 

-

 

(2)

 

-

(16,147)

     

 

 

 

 

 

 

Gross Value Added

4,656

 

-

 

(2)

 

-

4,654

     

 

 

 

 

 

 

Net Value Added Produced

4,174

 

-

 

(2)

 

-

4,172

     

 

 

 

 

 

 

Share of Profit of Subsidiaries and Associates

374

 

-

 

-

 

(23)

351

 

453

 

-

 

-

 

(23)

430

 

 

 

 

 

 

 

 

 

Total Value Added to Distribute

4,627

 

-

 

(2)

 

(23)

4,602

 

 

 

 

 

 

 

 

 

Value Distributed to Shareholders

321

 

-

 

(2)

 

(23)

296

Total Value Added Distributed

4,627

 

-

 

(2)

 

(23)

4,602


51


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

5.     Adoption of new procedures, amendments and interpretations of pronouncements issued by IASB and CPC and standards published and not yet in force – Continued

5.1.               Amendments to IFRS and new interpretations applicable mandatorily as of January 1, 2018 – Continued

5.1.4.              Presentation of the retrospective effects of the application of pronouncements – Continued

 

Statement of Value Added

 

 

 

 

 

 

 

 

 

Consolidated

 

09.30.2017

 

Originally reported

 

Effects IFRS15

 

Effects IFRS9

 

Equity effects (*)

Restated

                 

Cost of Sales

(25,868)

 

196

 

-

 

-

(25,672)

Materials, Energy, Outsourced Services and Other

(2,786)

 

(196)

 

(2)

 

-

(2,984)

 

(28,654)

 

-

 

(2)

 

-

(28,656)

     

 

 

 

 

 

 

Gross Value Added

6,481

 

-

 

(2)

 

-

6,479

     

 

 

 

 

 

 

Net Value Added Produced

5,867

 

-

 

(2)

 

-

5,865

     

 

 

 

 

 

 

Value Added Received in Transfer

   

 

 

 

 

 

 

Share of Profit of Associates

(34)

 

-

 

-

 

(18)

(52)

Net Income from Discontinued Operations

188

 

-

 

(10)

 

-

178

 

296

 

-

 

(10)

 

(18)

268

     

 

 

 

 

 

 

Total Value Added to Distribute

6,163

 

-

 

(12)

 

(18)

6,133

     

 

 

 

 

 

 

Value Distributed to Shareholders

455

 

-

 

(10)

 

(20)

425

Retained Earnings/ Accumulated Losses for the Period

321

 

-

 

(5)

 

(20)

296

Noncontrolling Interest in Retained Earnings

134

 

-

 

(5)

 

-

129

Distribution of Value Added

6,163

 

-

 

(12)

 

(18)

6,133

 

(*) Effects of the application of IFRS 9 and IFRS 15 in associates.

 

5.2  New and revised standards and interpretations already issued and not yet adopted

 

The Company is assessing the impacts of adopting “IFRS 16 – Lease,” and significant impacts are expected, which are currently being measured and are expected to be concluded by the end of 2018.

 

There are no other standards and interpretations issued and not yet adopted that could, in the Management's opinion, have a significant impact on the results for the year or in the shareholders' equity reported by the Company in its separate and consolidated financial statements.

 

 

52


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

6.      Significant accounting judgments, estimates and assumptions

Judgments, estimates and assumptions

 

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

The significant assumptions and estimates for interim financial information for the nine-moth period ended September 30, 2018 were the same as those adopted in the individual and consolidated financial statements for the year ended December 31, 2017, except for the application of CPC 48 / IFRS 9 described in Note 5.1.

7.      Cash and cash equivalents

The detailed information on cash and cash equivalents was presented in the annual financial statements for 2017, in note 7.

 

   

 

Parent Company

 

Consolidated

 

Rate

 

09.30.2018

12.31.2017

 

09.30.2018

12.31.2017

   

 

         

 

 

 

 

 

 

 

 

Cash and banks - Brazil

 

 

158

251

 

266

396

Cash and banks - Abroad

(*)

 

82

68

 

82

68

Short-term investments - Brazil

(**)

 

1,761

2,549

 

2,277

3,328

   

 

2,001

2,868

 

2,625

3,792

 

(*) Refers to amounts deposited in the United States of America in US Dollars.

 

(**) Short-term investments as September 30, 2018 refer substantially to highly liquid investments accruing  interest corresponding to a weighted average rate of 94.54% (98.07% on December 31, 2017) of the Interbank deposit Certificate ("CDI") and redeemable in terms of less than 90 days as of investment date.

8.      Trade receivables

The detailed information on trade receivables was presented in the annual financial statements for 2017, in note 8.

 

Parent Company

 

Consolidated

 

09.30.2018

12.31.2017

 

09.30.2018

12.31.2017

   

Restated

   

Restated

Credit card companies

335

134

 

416

234

Credit card companies - related parties (note 12.2)

284

162

 

298

170

Sales vouchers

84

84

 

198

147

Private label credit card

25

74

 

26

74

Receivables from related parties (note 12.2)

26

11

 

8

 -

Receivables from suppliers

49

46

 

64

79

Allowance for doubtful accounts (note 8.1)

-

 (3)

 

(4)

 (6)

 

803

508

 

1.006

698

 

 

   

 

 

Current

750

428

 

953

618

Noncurrent

53

80

 

53

80

 

53


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

8.       Trade receivables - Continued

8.1.      Allowance for doubtful accounts

 

Parent Company

 

Consolidated

 

09.30.2018

09.30.2017

 

09.30.2018

09.30.2017

   

Restated

   

Restated

At the beginning of the period

(2)

(1)

 

(4)

(3)

Adjustment related to IFRS 9

(1)

(1)

 

(2)

(2)

Restated opening balance

(3)

(2)

 

(6)

(5)

Loss/reversal in the period

-

 (4)

 

(461)

 (522)

Write-off of receivables

3

4

 

555

481

Assets held for sale and discontinued operations (note 31)

-

 -

 

(92)

41

At the end of the period

-

 (2)

 

(4)

 (5)

Below is the aging list of consolidated gross receivables, by maturity period:

     

Overdue receivables - Consolidated

 

Total

Not overdue

<30 days

30-60 days

61-90 days

>90 days

             

09.30.2018

1,010

966

27

6

2

9

12.31.2017- Restated

704

673

15

5

2

9

 

9.      Other receivables

The detailed information on other receivables was presented in the annual financial statements for 2017, in note 9.

 

Parent Company

 

Consolidated

 

09.30.2018

12.31.2017

 

09.30.2018

12.31.2017

   

Restated

   

Restated

Receivable from Paes Mendonça (note 9.1)

337

337

 

532

532

Accounts receivable from insurers

205

208

 

205

208

Receivable from sale of subsidiaries

86

81

 

86

81

Rental receivable

34

47

 

37

48

Other

54

37

 

63

52

Allowance for doubtful other receivables

(13)

(10)

 

(15)

(12)

 

703

700

 

908

909

 

 

   

 

 

Current

238

253

 

247

267

Noncurrent

465

447

 

661

642

 

 

54


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

9.        Other receivables - Continued

 

 

Parent Company

 

Consolidated

 

09.30.2018

09.30.2017

 

09.30.2018

09.30.2017

 

 

 

 

 

 

At the beginning of the period

(10)

(6)

 

(12)

 (7)

Allowance for doubtful other receivables

(3)

  -

 

(4)

(2)

Write-off of receivables

-

-

 

13

-

Assets held for sale and discontinued operations (note 31)

-

-

 

(12)

4

At the end of the period

(13)

 (6)

 

(15)

 (5)

 

 

9.1.   Accounts receivable – Paes Mendonça.

Accounts receivable from Paes Mendonça are relate to amounts deriving from the payment of third-party liabilities by the subsidiaries, Novasoc and Sendas. Pursuant to contractual provisions, these accounts receivable are of commercial rights the stores lease and operated by the Company and Sendas. The maturity of the accounts receivable is linked to the lease whose the renewal for a period of 30 years was signed on September 29, 2018, approval at the meeting of Paes Mendonça on October 9, 2018. The current account with Paes Mendonça will be discounted from the premium aumont that the company has agreed to pay for this 30 day renewal.

 

10.    Inventories

The detailed information on inventories was presented in the annual financial statements for 2017, in note 10.

 

 

Parent Company

 

Consolidated

 

09.30.2018

12.31.2017

 

09.30.2018

12.31.2017

           

Stores

2,048

2,013

 

3,852

3,564

Distribution centers

1,268

1,065

 

1,734

1,307

Real estate inventories

-

-

 

9

24

Allowance for losses on inventory obsolescence and damages (note 10.1)

(38)

(36)

 

(55)

(73)

 

3,278

3,042

 

5,540

4,822

           

 

10.1.Allowance for losses on inventory obsolescence and damages

 

Parent Company

 

Consolidated

 

09.30.2018

09.30.2017

 

09.30.2018

09.30.2017

At the beginning of the period

(36)

(41)

 

(73)

(75)

Additions

(5)

(9)

 

(67)

(77)

Write-offs

3

13

 

86

103

Assets held for sale and discontinued operations (note 31)

-

-

 

(1)

(4)

At the end of the period

(38)

(37)

 

(55)

(53)

 

 

55


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(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 2017, in note 11.

 

 

Parent Company

 

Consolidated

 

09.30.2018

12.31.2017

 

09.30.2018

12.31.2017

 

 

 

 

 

 

State value-added tax on sales and services – ICMS

1,306

1,187

 

2,093

1,886

Provision for non-realization to ICMS

-

-

 

(20)

(369)

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

336

286

 

567

424

Social Security Contribution - INSS

292

281

 

321

312

Income tax and Social Contribution

39

62

 

51

71

Other

3

9

 

13

19

Total

1,976

1,825

 

3,025

2,343

 

 

 

 

 

 

Current

230

360

 

363

596

Noncurrent

1,746

1,465

 

2,662

1,747

 

 

11.1. ICMS is expected to be realized as follows (net of provision for not realizing in consolidated):

      

 

Parent Company

Consolidated

 

 

 

In one year

165

260

From 1 to 2 years

155

257

From 2 to 3 years

139

246

From 3 to 4 years

135

247

From 4 to 5 years

126

244

More than 5 years

586

819

 

1,306

2,073

 

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 financial information as of September 30, 2018, management has monitoring controls over the progress of the plan annually established, revaluating and including eventual new elements that contribute to the realization of ICMS tax credits, net of provision of R$20, as shown above. On the occasion of a new ordinance (CAT 42, issued in May 2018) in the state of São Paulo, there were new prospects for the realization of ICMS in the State, which resulted in the reversal of the provision for non-realization of R$369.

 

56


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

12.    Related parties

12.1.Management and Advisory Committees 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) for the nine-moths period ended September 30, 2018 and 2017, were as follows:

In thousands of Brazilian reais

 

Base salary

 

Variable compensation

 

Stock option plan

 

Total

 

2018

2017

 

2018

2017

 

2018

2017

 

2018

2017

 

 

 

 

 

 

 

 

 

 

 

 

Board of directors (*)

7,576

4,377

 

-

-

 

-

-

 

7,576

4,377

Executive officers

14,759

19,182

 

26,063

19,363

 

9,412

21,203

 

50,234

59,748

Fiscal Council

228

285

 

-

-

 

-

-

 

228

285

 

22,563

23,844

 

26,063

19,363

 

9,412

21,203

 

58,038

64,410

 

(*) 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.

 

 

57


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(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 2017, in note 12.

 

Parent company

 

Balances

 

Transactions

 

Trade receivables

 

Other assets

 

Trade payables

 

Other liabilities

 

Revenues (expenses)

 

2018

2017

 

2018

2017

 

2018

2017

 

2018

2017

 

2018

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Controlling shareholders:

 

   

 

   

 

   

 

   

 

 

Casino

8

 -

 

-

 -

 

2

1

 

14

4

 

(46)

(35)

Euris

-

 -

 

-

 -

 

-

 -

 

1

 -

 

(2)

(3)

Exito

-

-

 

-

-

 

-

-

 

-

-

 

(1)

-

Helicco

-

-

 

-

-

 

-

-

 

-

-

 

(4)

-

Subsidiaries:

 

   

 

   

 

   

 

   

 

 

Novasoc Comercial

-

 -

 

43

45

 

-

 -

 

2

5

 

2

-

Sendas Distribuidora

14

4

 

74

83

 

6

7

 

-

 -

 

65

-

SCB Distribuição e Comércio

-

-

 

4

-

 

-

-

 

-

-

 

-

-

Via Varejo

4

7

 

20

4

 

5

4

 

216

202

 

(32)

(50)

VVLOG Logística Ltda.

-

 -

 

-

 -

 

-

 -

 

-

1

 

-

-

Cnova Brasil

-

 -

 

19

19

 

-

 -

 

-

 -

 

-

36

GPA M&P

-

 -

 

4

6

 

-

 -

 

13

 -

 

(1)

-

GPA Logística

-

 -

 

58

30

 

5

17

 

46

26

 

-

-

Associates

 

   

 

   

 

   

 

   

 

 

FIC

284

162

 

26

18

 

15

21

 

-

 -

 

80

55

Other related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greenyellow do Brasil Energia e Serviços Ltda (“Greenyellow”) (i)

-

 -

 

-

 -

 

-

 -

 

144

149

 

(31)

(38)

Others

-

 -

 

1

1

 

-

 -

 

-

 -

 

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

310

173

 

249

206

 

33

50

 

436

387

 

30

(35)

 

 

58


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

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

 

 

12.    Related parties – Continued

12.2.Balances and transactions with related parties – Continued

 

Consolidated

 

Balances

 

Transactions

 

Trade receivables

 

Other assets

 

Trade payables

 

Other liabilities

 

Revenues (expenses)

 

2018

2017

 

2018

2017

 

2018

2017

 

2018

2017

 

2018

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Controlling shareholder:

     

 

   

 

   

 

   

 

 

Casino

8

 -

 

-

 -

 

2

1

 

14

4

 

(46)

(35)

Euris

-

 -

 

-

 -

 

-

 -

 

1

 -

 

(2)

(3)

Exito           

-

 -

 

-

 -

 

-

 -

 

-

 -

 

(1)

-

Helicco

-

-

 

-

-

 

-

-

 

-

-

 

(4)

-

Associates:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FIC

298

170

 

32

24

 

21

22

 

-

 -

 

115

55

Other related parties:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greenyellow do Brasil Energia e Serviços Ltda (Greenyellow)

-

 -

 

-

 -

 

-

 -

 

144

149

 

(31)

(38)

Others

-

 -

 

1

1

 

-

 -

 

-

 -

 

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

306

170

 

33

25

 

23

23

 

159

153

 

31

(21)

                             

 

59


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

13.    Investments in subsidiaries and associates

 

The detailed information on investments was presented in the annual financial statements for 2017, in note 13.

13.1.Breakdown of investments

 

 

 

Parent Company

 

Sendas

Novasoc

Via Varejo

Bellamar

SCB

Others

Total (*)

 

 

 

 

 

 

 

 

 

Balances at 12.31.2017

3,122

5

-

176

-

(100)

3,203

Adjustment related to IFRS 9

(3)

-

-

(21)

-

(29)

(53)

Balances at 12.31.2017 - restated

3,119

5

 -

155

-

 (129)

3,150

Share of profit of subsidiaries and associates

705

(3)

85

51

(19)

(118)

701

Stock options

6

-

4

-

-

1

11

Capital increase

-

-

-

-

22

-

22

Capital increase with property and equipment

98

-

-

-

83

-

181

Share of other comprehensive income

-

-

(18)

-

-

(43)

(61)

Other movements

-

-

(1)

-

-

-

(1)

Assets held for sale and discontinued operations (note 31)

-

-

(70)

-

-

-

(70)

Balances at 09.30.2018

3,928

2

-

206

86

(289)

3,933

 

(*) Includes the effects of on the provision for losses on investments in associates in Luxco of R$342 on September 30, 2018 (R$195 on December 31, 2017).

 

 

Parent Company

 

Sendas

Novasoc

Via Varejo

Bellamar

Others

Total (*)

 

 

Restated

Balances at 12.31.2016

2,330

168

-

443

73

3,014

Adjustment related to IFRS 9

(2)

-

-

(5)

(14)

(21)

Balances at 01.01.2017 - restated

2,328

168

 -

438

 59

2,993

Share of profit of subsidiaries and associates

294

8

99

41

(91)

351

Dividends to receive

-

-

-

-

(40)

(40)

Stock options

2

-

2

-

-

4

Capital increase

53

-

-

-

-

53

Capital increase with property and equipment

211

-

-

-

-

211

Share of other comprehensive income

-

-

(8)

-

(12)

(20)

Assets held for sale and discontinued operations (note 31)

-

-

(93)

-

-

(93)

Balances at 09.30.2017

2,888

176

-

479

(84)

3,459

 

(*) Includes the effects of provision for losses on investments in associates in Luxco of R$143.

 

60


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

13.    Investments in subsidiaries and associates - Continued

 

13.1.Breakdown of investments - Continued

 

 

 

 Consolidated

 

 09.30.2018

 09.30.2017

 

 

Restated

 

 

 

Balances in the beginning of the period

12

294

Adjustement related to IFRS 9

(51)

(19)

Balances in the beginning of the period – restated

(39)

275

Share of profit of associates – Continued operations

(52)

(52)

Share of profit of associates – Discontinued operations

21

16

Share of other comprehensive income

(44)

(14)

Dividends and interests on own capital – continued operations

-

(90)

Dividends and interests on own capital - discontinued operations

-

(36)

Assets held for sale and discontinued operations (note 31)

(21)

20

Balances at the end of the period

(135)

119

14.    Property and equipment

 

Parent company

 

Balance at 12.31.2017

Additions

Depreciation

Write-offs

Transfers(*)

Balance at 09.30.2018

 

 

 

 

 

 

 

Land

1,094

-

-

(13)

(84)

997

Buildings

1,333

3

(33)

(56)

(54)

1,193

Leasehold improvements

2,142

7

(148)

(15)

35

2,021

Machinery and equipment

904

11

(125)

(15)

65

840

Facilities

306

3

(28)

(3)

(4)

274

Furniture and fixtures

365

5

(44)

(14)

28

340

Vehicles

2

-

(1)

-

-

1

Construction in progress

79

299

-

-

(272)

106

Other

39

19

(10)

-

(15)

33

Total

6,264

347

(389)

(116)

(301)

5,805

 

 

 

 

 

 

 

Finance lease

 

 

 

 

 

 

IT equipment

5

-

(1)

-

-

4

Buildings

17

-

-

-

-

17

 

22

-

(1)

-

-

21

Total

6,286

347

(390)

(116)

(301)

5,826

(*) See note 31.

61


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

14.       Property and equipment - Continued

 

Parent company

 

Balance at 12.31.2016

Additions

Depreciation

Write-offs

Transfers

Balance at 09.30.2017

 

 

 

 

 

 

 

Land

1,261

-

-

(31)

(70)

1,160

Buildings

1,611

4

(38)

(131)

(56)

1,390

Leasehold improvements

2,226

18

(136)

(66)

124

2,166

Machinery and equipment

1,047

25

(134)

(25)

87

1,000

Facilities

319

41

(26)

(7)

(10)

317

Furniture and fixtures

396

1

(44)

(5)

21

369

Vehicles

3

-

(1)

-

-

2

Construction in progress

113

285

-

(3)

(293)

102

Other

45

14

(10)

(1)

(14)

34

Total

7,021

388

(389)

(269)

(211)

6,540

   

 

 

 

 

 

Finance lease

 

 

 

 

 

 

IT equipment

5

-

-

-

-

5

Buildings

17

-

-

-

-

17

 

22

-

-

-

-

22

Total

7,043

388

(389)

(269)

(211)

6,562

 

 

 

Parenty Company

 

Balance at 09.30.2018

 

Balance at 12.31.2017

 

Cost

Accumulated depreciation

Net

 

Cost

Accumulated depreciation

Net

 

 

 

 

 

 

 

 

Land

997

-

997

 

1,094

-

1,094

Buildings

1,901

(708)

1,193

 

2,190

(857)

1,333

Leasehold improvements

3,620

(1,599)

2,021

 

3,659

(1,517)

2,142

Machinery and equipment

2,173

(1,333)

840

 

2,273

(1,369)

904

Facilities

576

(302)

274

 

596

(290)

306

Furniture and fixtures

909

(569)

340

 

962

(597)

365

Vehicles

8

(7)

1

 

8

(6)

2

Construction in progress

106

-

106

 

79

-

79

Other

129

(96)

33

 

127

(88)

39

 

10,419

(4,614)

5,805

 

10,988

(4,724)

6,264

 

 

 

 

 

     

Finance lease

 

 

 

 

     

IT equipment

38

(34)

4

 

37

(32)

5

Buildings

39

(22)

17

 

40

(23)

17

 

77

(56)

21

 

77

(55)

22

Total

10,496

(4,670)

5,826

 

11,065

(4,779)

6,286

 

62


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

14.       Property and equipment – Continued

 

 

Consolidated

 

Balance at 12.31.2017

Additions

Depreciation

Write-offs

Transfers

Assets held for sale and discontinued operations (*)

Balance at 09.30.2018

 

 

 

 

 

 

 

 

 Land

1,362

20

-

(13)

(25)

-

1,344

 Buildings

1,770

90

(43)

(55)

(51)

-

1,711

 Leasehold improvements

3,492

311

(217)

(75)

176

(20)

3,667

 Machinery and equipment

1,262

94

(177)

(37)

162

(82)

1,222

 Facilities

487

42

(40)

(14)

16

(6)

485

 Furniture and fixtures

540

50

(62)

(18)

58

(21)

547

 Vehicles

1

-

-

(30)

-

30

1

 Construction in progress

126

535

-

(2)

(447)

(37)

175

 Other

63

28

(19)

(1)

(8)

(2)

61

 Total

9,103

1,170

(558)

(245)

(119)

(138)

9,213

 

 

 

 

 

 

 

 

 Finance lease

 

 

 

 

 

 

 

 Equipment

6

-

(1)

(1)

-

-

4

 IT equipment

5

-

(2)

-

-

-

3

 Furniture and fixtures

4

-

-

-

-

-

4

 Buildings

20

-

-

-

-

-

20

 

35

-

(3)

(1)

-

-

31

 Total

9,138

1,170

(561)

(246)

(119)

(138)

9,244

 

 

Consolidated

 

Balance at 12.31.2016

Additi-ons

Depre-ciation

Write-offs

Transfers

Assets held for sale and discontinued operations (*)

Balance at 09.30.2017

 

 

 

 

 

 

 

 

Land

1,414

-

-

(30)

-

-

1,384

Buildings

1,856

76

(44)

(132)

36

-

1,792

Leasehold improvements

3,284

179

(184)

(75)

226

(13)

3,417

Machinery and equipment

1,340

105

(174)

(30)

109

(19)

1,331

Facilities

433

72

(33)

(9)

12

(1)

474

Furniture and fixtures

543

29

(59)

(6)

34

(14)

527

Vehicles

2

-

(1)

(6)

5

1

1

Construction in progress

204

384

-

(3)

(413)

(5)

167

Other

63

19

(16)

(1)

(9)

-

56

Total

9,139

864

(511)

(292)

-

(51)

9,149

   

 

 

 

 

 

 

Finance lease

 

 

 

 

 

 

 

Equipment

9

-

(2)

-

-

-

7

IT equipment

8

-

(2)

-

-

-

6

Furniture and fixtures

6

-

(1)

-

-

-

5

Buildings

20

-

-

-

-

-

20

 

43

-

(5)

-

-

-

38

Total

9,182

864

(516)

(292)

-

(51)

9,187

 

(*) See note 31.

 

 

63


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

14.         Property and equipment – Continued

 

 

Consolidated

 

Balance at 09.30.2018

 

Balance at 12.31.2017

 

Cost

Accumulated depreciation

Net

 

Cost

Accumulated depreciation

Net

 

 

 

 

 

 

 

 

Land

1,344

-

1,344

 

1,362

-

1,362

Buildings

2,511

(800)

1,711

 

2,705

(935)

1,770

Leasehold improvements

5,645

(1,978)

3,667

 

5,310

(1,818)

3,492

Machinery and equipment

2,809

(1,587)

1,222

 

2,828

(1,566)

1,262

Facilities

841

(356)

485

 

817

(330)

487

Furniture and fixtures

1,217

(670)

547

 

1,209

(669)

540

Vehicles

8

(7)

1

 

8

(7)

1

Construction in progress

175

-

175

 

126

-

126

Other

197

(136)

61

 

183

(120)

63

 

14,747

(5,534)

9,213

 

14,548

(5,445)

9,103

 

 

 

 

       

Finance lease

 

 

 

       

Equipment

26

(22)

4

 

26

(20)

6

IT equipment

45

(42)

3

 

46

(41)

5

Facilities

1

(1)

-

 

1

(1)

-

Furniture and fixtures

14

(10)

4

 

13

(9)

4

Buildings

43

(23)

20

 

43

(23)

20

 

129

(98)

31

 

129

(94)

35

Total

14,876

(5,632)

9,244

 

14,677

(5,539)

9,138

 

14.1.   Capitalized borrowing costs

The consolidated capitalized borrowing costs for the nine-moths period ended September 30, 2018 were R$12 (R$9 for the nine-moth period ended September 30, 2017). The rate used to determine the borrowing costs eligible for capitalization was 101.67% of the CDI (101.72% of the CDI for the period ended September 30, 2017), corresponding to the effective interest rate on the Company’s borrowings.

14.2.   Additions to property and equipment for cash flow presentation purposes:

 

Parent Company

 

Consolidated

 

09.30.2018

09.30.2017

 

09.30.2018

09.30.2017

Additions

347

388

 

1,170

864

Capitalized borrowing costs

(4)

(4)

 

(12)

(9)

Property and equipment financing - Additions

(309)

(36)

 

(684)

(219)

Property and equipment financing - Payments

373

101

 

739

352

Total

407

449

 

1,213

988

 

64


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

14.         Property and equipment – Continued

 

14.3.   Other information

On September 30, 2018, the Company and its subsidiaries recorded in the cost of sales the amount of R$30 in the parent company (R$35 on September 30, 2017) and R$37 in consolidated (R$40 on September 30, 2017) related to the depreciation of its fleet of trucks, machinery, buildings and facilities related to the distribution centers.

The Company monitored the plan for impairment test performed on December 31, 2017 and there were no significatives discrepancies indicating loss or need to perform a new impairment test On September 30, 2018.

15.    Intangible assets

The detailed information on intangible assets was presented in the annual financial statements for 2017, in note 15.

 

Parent Company

 

Balance at 12.31.2017

Additions

Amortization

Balance at 09.30.2018

 

 

 

 

 

Goodwill - retail

501

-

-

501

Commercial rights - retail

46

-

-

46

Software and implementation

509

103

(63)

549

Software capital leasing

137

-

(31)

106

Total

1,193

103

(94)

1,202

 

 

 

 

 

Consolidated

 

Balance at 12.31.2017

Additions

Amorti-zation

Write-offs

Transfer

Assets held for sale and discontinued operations (*)

Balance at 09.30.2018

Goodwill - retail

1,107

-

-

-

-

-

1,107

Tradename

39

-

-

-

-

-

39

Commercial rights

86

-

-

-

1

-

87

Software

551

372

(68)

(8)

(14)

(237)

596

Software capital leasing

141

-

(33)

-

-

-

108

Total

1,924

372

(101)

(8)

(13)

(237)

1,937

 (*) See note 31.

 

In the Parent Company, the balance of accumulated cost on September 30, 2018 is R$2,856 (R$2,754 on December 31, 2017) and of accumulated amortization R$1,654 (R$1,561 on December 31, 2017). In the Consolidated the balance of accumulated cost on September 30, 2018 is R$3,873 (R$3,757 on December 31, 2017) and of accumulated amortization R$1,936 (R$1,833 on December 31, 2017).

 

65


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

15.         Intangible assets – Continued

15.1.   Impairment testing of goodwill, brands and intangible assets with indefinite useful life

Goodwill and intangible assets were tested for impairment as of December 31, 2017 according to the method described in note 4 - Significant accounting policies, in the financial statements for the year ended December 31, 2017.

 

The Company has not observed any significant changes that would indicate to perform a new impairment test as on September 30, 2018.

 

15.2.   Additions to intangible assets for reconcile cash flow presentation purposes:

 

Parent Company

 

Consolidated

 

09.30.2018

09.30.2017

 

09.30.2018

09.30.2017

 

 

 

 

 

 

Additions

103

79

 

372

172

Finance lease

-

(12)

 

-

(20)

Intangible assets financing - Additions

-

-

 

(33)

-

Intangible assets financing - Payments

-

4

 

-

69

Total

103

71

 

339

221

 

66


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

16.    Borrowings and financing

 

The detailed information on borrowings and financing was presented in the annual financial statements for 2017, in note 17.

16.1.     Debt breakdown

   

Parent Company

 

Consolidated

 

Weighted average rate

09.30.2018

12.31.2017

 

09.30.2018

12.31.2017

Debentures and promissory note

 

 

 

 

 

 

Debentures and Certificate of Agribusiness Receivables (note 16.4)

101.72% of CDI

4,596

3,015

 

4,596

3,015

 

 

4,596

3,015

 

4,596

3,015

 

 

 

 

 

 

 

Borrowings and financing

 

 

 

 

 

 

Local currency

 

 

 

 

 

 

BNDES

3.90% per year

6

7

 

40

45

Working capital

105.4% of CDI

283

285

 

283

285

Working capital

TR + 9.80% per year

18

19

 

116

125

Finance lease (note 21)

 

140

181

 

149

195

Swap contracts (note 16.7)

101.44% of CDI

(3)

(3)

 

(16)

(19)

Borrowing cost

 

-

(2)

 

(4)

(4)

   

444

487

 

568

627

Foreign currency (note 16.5)

 

 

 

 

 

 

Working capital

USD + 3.33% per year

684

333

 

1,370

664

Working capital

EURO + 1.56% per year

230

200

 

230

200

Swap contracts (note 16.7)

103.24% of CDI

(89)

53

 

(167)

55

Borrowing cost

 

-

(1)

 

-

(1)

   

825

585

 

1,433

918

Total

 

5,865

4,087

 

6,597

4,560

 

 

 

 

 

 

 

Current assets

 

49

-

 

67

-

Noncurrent assets

 

43

12

 

121

28

Current liabilities

 

1,541

1,223

 

1,855

1,251

Noncurrent liabilities

 

4,416

2,876

 

4,930

3,337

 

67


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

16.  Borrowings and financing – Continued

16.2.Changes in borrowings

 

Parent Company

Consolidated

At December 31, 2017

4,087

4,560

Additions - working capital

2,687

7,096

Accrued interest

215

462

Accrued swap

(88)

(201)

Mark-to-market

4

8

Monetary and exchange rate changes

119

247

Borrowing cost

8

9

Interest paid

(176)

(452)

Payments

(928)

(5,495)

Swap paid

(63)

(25)

Liabilities related to assets held for sale (note 31)

-

388

At September 30, 2018

5,865

6,597

 

 

 

 

 

 

 

Parent Company

Consolidated

At December 31, 2016

5,538

5,869

Additions - working capital

2,023

6,287

Additions – finance lease

12

21

Accrued interest

279

594

Accrued swap

92

 

139

Mark-to-market

16

 

13

Monetary and exchange rate changes

(12)

 

(36)

Borrowing cost

7

 

7

Interest paid

(552)

 

(926)

Payment

(2,932)

 

(7,005)

Swap paid

(234)

 

(346)

Liabilities related to assets held for sale (note 31)

-

 

91

At September 30, 2017

4,237

 

4,708

 

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

Year

Parent Company

 

Consolidated

 

 

 

 

From 1 to 2 years

2,299

 

2,656

From 2 to 3 years

1,534

 

1,554

From 3 to 4 years

510

 

528

From 4 to 5 years

6

 

20

After 5 years

28

 

58

Subtotal

4,377

 

4,816

 

 

 

 

Borrowing costs

(4)

 

(7)

Total

4,373

 

4,809

 

68


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(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

Outstanding debentures

(units)

Issue

Maturity

Annual financial charges

Unit price (in reais)

09.30.2018

12.31.2017

                   

12th Issue of Debentures – CBD

No preference

900

900,000

09/17/14

09/12/19

107.00% of CDI

502

452

921

13th Issue of Debentures – CBD and CRA

No preference

1,012

1,012,500

12/20/16

12/20/19

97.50% of CDI

1,017

1,030

1,014

14th Issue of Debentures – CBD and CRA

No preference

1,080

1,080,000

04/17/17

04/13/20

96.00% of CDI

1,029

1,111

1,096

15th Issue of Debentures – CBD

No preference

800

800,000

01/17/18

01/15/21

104.75% of CDI

1,014

811

-

16th Issue of Debentures – CBD (1st serie)

No preference

700

700,000

09/11/18

09/10/21

106% do CDI

1,003

702

-

16th Issue of Debentures – CBD (2nd serie)

No preference

500

500,000

09/11/18

09/12//22

107,4% do CDI

1,003

502

-

Borrowing cost

 

 

 

       

(12)

(16)

Parent Company/Consolidated

             

4,596

3,015

 

 

 

 

 

 

 

 

 

 

Current liabilities

             

507

481

Noncurrent liabilities

             

4,089

2,534

 

 

69


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

16.    Borrowings and financing – Continued

16.5.Borrowings in foreign currencies

On September 30, 2018 GPA had loans in foreign currencies (dollar and euro) to strengthen its working capital, maintain its cash strategy, lengthening its debt profile and make investments, being the last due date in September, 2020.

16.6.Guarantees

The Company has signed promissory notes for some loan contracts.

16.7.             Swap contracts

The Company and its Brazilian subsidiaries use swap transactions for 100% of its borrowings denominated in US dollars, euros and fixed interest rates, exchanging these obligations for Real linked to CDI (floating) interest rates. These contracts include amount of the debt with the objective toprotect the interest and principal and are signed, generally, with the same due dates and in the same economic group. The weighted average annual rate of CDI in September 2018 was 6,65% (11.53% in September 30, 2017).

16.8.Financial covenants

In connection with the debentures and a portion of borrowings denominated in foreign currencies, GPA is required to maintain certain debt financial covenants. These ratios are quarterly calculated 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) should not exceed the amount of equity and (ii) consolidated net debt/EBITDA ratio should be lower than or equal to 3.25. At September 30, 2018, GPA was in compliance with these covenants.

 

 

70


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(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 2017, 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

 

09.30.2018

12.31.2017

 

09.30.2018

12.31.2017

 

 

Restated

 

 

Restated

Financial assets:

 

 

 

 

 

Amortized cost

 

 

 

 

 

Related parties - assets

249

206

 

33

25

Trade receivables and other receivables

847

872

 

1,090

1,133

Fair value through profit or loss

 

 

 

 

 

    Cash and cash equivalents

2,001

2,868

 

2,625

3,792

    Financial instruments – Fair value hedge

92

12

 

188

28

Fair value through other comprehensive income

 

 

 

 

 

    Trade receibles with credit card companies and sales vouchers

659

336

 

824

474

Financial liabilities:

 

 

 

 

 

Other financial liabilities - amortized cost

 

 

 

 

 

 Related parties -liabilities

(436)

 (387)

 

(159)

 (153)

     Trade payables

(3,570)

 (5,377)

 

(6,439)

 (8,128)

     Financing for purchase of assets

(35)

 (95)

 

(50)

 (116)

     Debentures

(4,596)

 (3,015)

 

(4,596)

 (3,015)

     Borrowings and financing

(428)

 (470)

 

(468)

 (520)

Fair value through profit or loss

 

 

 

 

 

 Loans and financing

(933)

 (552)

 

(1,716)

 (989)

  Financial instruments – Fair Value Hedge

-

 (62)

 

(5)

 (64)

The fair value of other financial liabilities detailed in table above approximates the carrying amount based on the existing terms and conditions. The borrowings and financing 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.

71


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(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

There were no changes as to objectives, policies or processes during the period ended On September 30, 2018. The capital structure is presented as follows:

 

 Parent Company

 

 Consolidated

 

09.30.2018

12.31.2017

 

09.30.2018

12.31.2017

 

 

Restated

 

 

Restated

 Cash and cash equivalents

2,001

2,868

 

2,625

3,792

 Financial instruments – Fair value hedge

92

12

 

188

28

 Borrowings and financing

(5,957)

 (4,099)

 

(6,785)

 (4,588)

 Other liabilities with related parties

(141)

 (145)

 

(141)

 (145)

Net debt

(4,005)

 (1,364)

 

(4,113)

 (913)

 

 

 

 

 

 

Shareholders’ equity

(10,780)

 (10,188)

 

(13,762)

 (13,041)

 

 

 

 

 

 

Net debt to equity ratio

37%

13%

 

30%

7%

(*) Represents the trade payable to Greenyellow related purchase of equipment.

(ii)     Liquidity risk management

The Company manages liquidity risk through the daily analysis of cash flows, control of maturities of financial assets and liabilities.

The table below summarizes the aging profile of the Company’s financial liabilities as of September 30, 2018.

    a) Parent Company

 

Up to 1 Year

1 – 5 years

More than 5 years

Total

 Borrowings and financing

1,017

229

9

1,255

 Debentures and promissory note

776

4,633

-

5,409

 Derivative financial instruments

(45)

(36)

-

(81)

 Finance lease

45

117

144

306

 Trade payables

3,570

-

-

3,570

 Total

5,363

4,943

153

10,459

 

b) Consolidated          

 

     

 Up to 1 Year

 1 – 5 years

 More than 5 years

 Total

Borrowings and financing

1,347

729

59

2,135

Debentures and promissory note

776

4,633

-

5,409

Derivative financial instruments

(43)

(98)

-

(141)

Finance lease

52

126

147

325

Trade payables

6,439

-

-

6,439

Total

8,571

5,390

206

14,167

 

72


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(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

 

 

 

 Consolidated

 

 

 Notional value

 

 Fair value

 

 

09.30.2018

12.31.2017

 

09.30.2018

12.31.2017

Swap with hedge

 

 

 

 

 

 

Hedge object (debt)

 

1,327

1,039

 

1,716

989

 

 

 

 

 

 

 

Long position (buy)

 

 

 

 

 

 

 Prefixed rate

TR+ 9.80% per year

127

127

 

116

125

 US$ + fixed

USD+ 3.33% per year

980

692

 

1,370

663

 EUR + fixed

EUR+ 1.56 %per year

220

220

 

230

200

 

 

1,327

1,039

 

1,716

988

Short position (sell)

 

 

 

 

 

 

 

103.13% of CDI

(1,327)

 (1,039)

 

(1,533)

 (1,024)

 

 

 

 

 

 

 

Hedge position - asset

 

-

 -

 

188

28

Hedge position - liability

 

-

 -

 

(5)

 (64)

Net hedge position

 

-

 -

 

183

 (36)

 

 

Realized and unrealized gains and losses on these contracts during the nine-moth ended on September 30, 2018 are recorded in financial income (expenses), net and the balance receivable at fair value is R$183 (balance payable of R$36 as of December 31, 2017), recorded in line item “Financial Instruments – Fair Value Hedge” in the assets and “Borrowings and financing” in the liabilities.

The effects of the fair value hedge recorded in the Statement of Operations for the nine-moth period ended September 30, 2018 were a gain of R$193 (gain of R$157 as of September 30, 2017).

17.2.     Sensitivity analysis of financial instruments

According to the Management’s assessment, the most probable scenario is what the market has been estimating through market curves (currency and interest rates) of B3, on the maturity dates of each transaction. Therefore, in the probable scenario (I), there is no impact on the fair value of financial instruments. For scenarios (II) and (III), for the sensitivity analysis effect, according to CVM rules, a deterioration of 25% and 50%, respectively, on risk variables, up to one year of the financial instruments.

 

For the probable scenario, weighted exchange rate was R$4.24 on the due date, and the weighted interest rate weighted was 7.48% per year.

 

In case of derivative financial instruments (aiming at hedging the financial debt), changes in scenarios are accompanied by respective hedges, indicating effects are not significant, according to the following table.

 

73


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

17.  Financial instruments – Continued

17.2.Sensitivity analysis of financial instruments – Continued

The Company disclosed the net exposure of the derivatives financial instruments, corresponding to financial instruments and certain financial instruments in the sensitivity analysis table below, to each of the scenarios mentioned.

 

 

 

 

 

 

 

Market projection

Operations

 

Risk (CDI variation)

 

Balance at 09.30.2018

 

Scenario I

 

Scenario II

 

Scenario III

 

 

 

 

 

 

         

Fair value hedge of fixed rate

 

101.44% of CDI

 

(100)

 

(200)

 

(204)

 

(207)

Fair value hedge of exchange rate

 

103.24% of CDI

 

(1,433)

 

(1,635)

 

(1,654)

 

(1,674)

Debentures

 

106.06% of CDI

 

(2,467)

 

(2,677)

 

(2,729)

 

(2,782)

Debentures (1st issue CRA)

 

97.50% of CDI

 

(1,030)

 

(1,118)

 

(1,140)

 

(1,162)

Debentures (2nd issue CRA)

 

96.00% of CDI

 

(1,111)

 

(1,206)

 

(1,230)

 

(1,253)

Bank loans

 

105.40% of CDI

 

(283)

 

(304)

 

(309)

 

(314)

Leases

 

100.19% of CDI

 

(46)

 

(50)

 

(51)

 

(52)

Leases

 

100.00% of CDI

 

(3)

 

(3)

 

(3)

 

(3)

Leases

 

95.00% of CDI

 

(59)

 

(64)

 

(65)

 

(67)

Total borrowings and financing exposure

 

 

 

(6,532)

 

(7,257)

 

(7,385)

 

(7,514)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents (*)

 

94.54% of CDI

 

2,277

 

2,440

 

2,481

 

2,522

Net exposure

 

 

 

(4,255)

 

(4,817)

 

(4,904)

 

(4,992)

Net effect - loss

 

 

 

 

 

(562)

 

(649)

 

(737)

 

(*) Weighted average

 

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 requirements of measurement and disclosure.

The fair values of cash and cash equivalents, trade receivables and trade payables are equivalent to their carrying amounts.

 

74


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

17.  Financial instruments – Continued

17.3.Fair value measurements - Continued

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

Fair value

 

 

09.30.2018

09.30.2018

Level

Financial assets and liabilities

 

 

 

Trade receibles with credit card companies and sales vouchers (FVOCI)

824

824

2

Swaps

183

183

2

Borrowings and financing (FVPL)

(1,716)

(1,716)

2

Borrowings and financing and debentures (amortized cost)

(5,064)

(4,979)

2

Total

(5,773)

(5,688)

 

 

There were no changes between the fair value measurements levels in the nine-moths period ended September 30, 2018.

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.

75


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(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 financial instruments are presented in the table below:

Outstanding

       

Amount payable or receivable

 

Fair value

Description

Counterparties

Notional value

Contractual date

Maturity

09.30.2018

12.31.2017

 

09.30.2018

12.31.2017

 

 

 

 

 

 

 

 

 

Exchange swaps registered with CETIP

         

 

   

(US$ x CDI)

           

 

   
 

 

 

 

 

 

 

 

 

 

 

Agricole

EUR 50

10/07/2015

10/08/2018

10

 (24)

 

7

 (20)

 

Scotiabank

US$ 50

01/15/2016

01/16/2018

-

 (42)

 

-

 (42)

 

Scotiabank

US$ 50

09/29/2017

09/29/2020

43

9

 

40

9

 

Scotiabank

US$ 50

02/16/2018

12/21/2018

36

-

 

37

-

 

Bradesco

US$ 70

06/11/2018

12/27/2018

2

-

 

5

-

 

Banco Tokyo

US$ 100

12/12/2017

12/12/2019

65

 (3)

 

60

 (2)

 

Bradesco

US$ 70

06/18/2018

06/13/2019

13

-

 

18

-

         

 

 

 

 

 

Interest rate swap registered with CETIP

 

 

 

 

 

 

(pre-fixed rate x CDI)

     

 

 

 

 

 
 

Itaú BBA

R$ 21

11/11/2014

11/05/2026

1

1

 

3

3

 

Itaú BBA

R$ 54

01/14/2015

01/05/2027

2

3

 

6

8

 

Itaú BBA

R$ 52

05/26/2015

05/05/2027

3

2

 

7

8

         

175

 (54)

 

183

 (36)

 

 

76


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(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 2017, in note 19.

 

18.1.   Taxes and contributions payable and taxes payable in installments

 

 

Parent Company

 

Consolidated

 

09.30.2018

12.31.2017

 

09.30.2018

12.31.2017

           

Taxes payable in installments - Law 11,941/09

451

511

 

451

511

Taxes payable in installments – PERT

170

174

 

170

176

ICMS

47

42

 

63

65

PIS and COFINS

8

49

 

10

52

Provision for income tax and social contribution

-

-

 

52

38

Withholding Income Tax

1

12

 

1

13

INSS

2

2

 

3

4

Other

21

4

 

31

8

 

700

794

 

781

867

 

 

   

 

 

Current

205

228

 

286

301

Noncurrent

495

566

 

495

566

           

18.2.   Maturity schedule of taxes payable in installments in noncurrent liabilities:

 

Parent Company and Consolidated

From 1 to 2 years

127

From 2 to 3 years

101

From 3 to 4 years

83

From 4 to 5 years

78

After 5 years

106

 

495

 

 

77


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

19.    Income tax and social contribution

 

19.1.             Income tax and social contribution expense reconciliation

 

The detailed information on income tax and social contribution was presented in the annual financial statements for 2017, in note 20.

 

 

Parent Company

 

Consolidated

 

09.30.2018

09.30.2017

 

09.30.2018

09.30.2017

   

Restated

   

Restated

Incomet  before income tax and social contribution

733

352

 

1,009

427

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

(183)

(89)

 

(348)

(158)

Tax penalties non - deductible

(14)

(15)

 

(16)

(16)

Share of profit of associates

175

88

 

(8)

(8)

Interest on own capital (*)

70

-

 

70

-

Tax credits

12

-

 

12

-

Other permanent differences (nondeductible)

4

(3)

 

7

2

Effective income tax and social contribution

64

(19)

 

(283)

(180)

 

 

 

 

 

 

Income tax and social contribution for the period:

 

 

 

 

 

Current

(6)

(15)

 

(224)

(125)

Deferred

70

(4)

 

(59)

(55)

Deferred income tax and social contribution expense

64

(19)

 

(283)

(180)

Effective rate

-8.73%

5.40%

 

28.05%

42.15%

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

(*) Effect of income tax on interest on own capital paid.

 

The nine-moth period ended September 30, 2018 income tax expense is calculated 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.

 

78


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(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

 

Parent Company

 

09.30.2018

 

12.31.2017

 

Asset

Liability

Net

 

Asset

Liability

Net

 

 

 

 

 

Restated

Tax losses and negative basis of social contribution

282

-

282

 

178

 -

178

Provision for contingencies

218

-

218

 

204

 -

204

Goodwill tax amortization

-

(56)

(56)

 

 -

 (54)

 (54)

Mark-to-market adjustment

-

2

2

 

 -

 (1)

 (1)

Technological innovation – future realization

-

(11)

(11)

 

 -

 (13)

 (13)

Depreciation of fixed assets as per tax rates

-

(117)

(117)

 

 -

 (111)

 (111)

Unrealized gains with tax credits

-

(188)

(188)

 

 -

 (185)

 (185)

Other

57

(7)

50

 

95

 (1)

94

Deferred income tax and social contribution assets (liabilities) gross

557

(377)

180

 

477

 (365)

112

Compensation

(377)

377

-

 

(365)

 365

-

Deferred income tax and social contribution assets (liabilities), net

180

-

180

 

112

 -

112

 

 

Consolidated

 

09.30.2018

 

12.31.2017

 

Asset

Liability

Net

 

Asset

Liability

Net

 

 

 

 

 

Restated

Tax losses and negative basis of social contribution

305

-

305

 

200

-

200

Provision for contingencies

304

-

304

 

289

-

289

Goodwill tax amortization

-

(598)

(598)

 

-

(585)

(585)

Mark-to-market adjustment

-

(3)

(3)

 

-

(7)

(7)

Technological innovation – future realization

-

(11)

(11)

 

-

(13)

(13)

Depreciation of fixed assets as per tax rates

-

(117)

(117)

 

-

(112)

(112)

Unrealized gains with tax credits

-

(313)

(313)

 

-

(185)

(185)

Other

115

(12)

103

 

149

(5)

144

Deferred income tax and social contribution assets (liabilities) gross

724

(1,054)

(330)

 

638

(907)

(269)

Compensation

(517)

517

-

 

(513)

513

-

Deferred income tax and social contribution assets (liabilities), net

207

(537)

(330)

 

125

(394)

(269)


79


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(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:

 

Parent Company

Consolidated

     

Up to one year

151

203

From 1 to 2 years

128

171

From 2 to 3 years

152

188

From 3 to 4 years

120

156

From 4 to 5 years

6

6

 

557

724

19.3.Changes in deferred income tax and social contribution

 

Parent Company

 

Consolidated

 

09.30.2018

09.30.2017

 

09.30.2018

09.30.2017

 

 

Restated

 

 

Restated

At the beginning of the period

108

155

 

(273)

(147)

Adjustment related to IFRS 9

4

3

 

4

3

Restated opening balance

112

158

 

(269)

(144)

Expense for the period – continued operations

70

(4)

 

(59)

(55)

Expense for the period – discontinued operations

-

-

 

(64)

111

Income Tax related to OCI - continued operations

(2)

6

 

(1)

7

Income Tax related to OCI - discontinued operations

-

-

 

1

1

Special program on tax settlements - PERT

-

-

 

(2)

(89)

Assets held for sale and discontinued operations (see note 31)

-

-

 

64

(23)

At the end of the period

180

160

 

(330)

(192)

 

80


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

20.  Provision for contingencies

The provision for contingencies 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.    

20.1.   Parent Company

 

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Regulatory

Total

Balance at December 31, 2017

73

363

274

81

21

812

 

 

 

 

 

 

 

Additions

48

107

69

40

21

285

Payments

-

(2)

(48)

(13)

(15)

(78)

Reversals

-

(18)

(67)

(53)

(17)

(155)

Monetary adjustment

3

7

27

10

3

50

Balance at September 30, 2018

124

457

255

65

13

914

             

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Regulatory

Total

Balance at December 31, 2016

109

428

254

80

20

891

 

 

 

 

 

 

 

Additions

31

23

112

25

14

205

Payments

-

(2)

(29)

(11)

(7)

(49)

Reversals

(50)

(54)

(49)

(27)

(10)

(190)

Monetary adjustment

(17)

6

25

9

3

26

Transfer to installments taxes

-

(89)

-

-

-

(89)

Balance at September 30, 2017

73

312

313

76

20

794

20.2.   Consolidated

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Regulatory

Total

Balance at December 31, 2017

74

563

331

105

34

1,107

 

 

 

 

 

 

 

Additions

83

121

707

254

34

1,199

Payments

-

(2)

(595)

(141)

(18)

(756)

Reversals

-

(73)

(507)

(191)

(24)

(795)

Monetary adjustment

6

2

89

26

4

127

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

(38)

(3)

290

39

(4)

284

Balance at September 30, 2018

125

608

315

92

26

1,166

 

 

 

 

 

 

 

 

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

153

28

482

92

31

786

Payments

-

(35)

(171)

(35)

(11)

(252)

Reversals

(104)

(93)

(98)

(67)

(21)

(383)

Monetary adjustment

(28)

23

88

14

4

101

Transfer to installments taxes

(32)

(89)

-

-

-

(121)

Liabilities related to assets held for sal and discontinued operations (see Note 31)

(64)

41

(234)

(12)

(1)

(270)

Balance at September 30, 2017

73

461

369

101

34

1,038

 

81


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

20.  Provision for contingencies - Continued

20.3.Tax

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

The main provisioned tax claims are as follows:

20.3.1.   PIS and COFINS

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.

Since the decision of the STF on March 15, 2017, the procedural steps were within the anticipated by our legal advisors without any change in the management's judgment regarding the reversal of the provision for lawsuits on this previously registered subject, however without there being a final decision expected on the subject, related to the judgment of the appeal filed by the prosecution. The Company and its external legal counsel 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 pending 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 December 31, 2017, the Company estimates the potential of its tax credits for the retail activity to be between R$1,300 to R$1,650.

Still in relation to the theme, as disclosed in Via Varejo’s financial statements of September 30, 2018, the tax credits for this subsidiary, classified as discontinued operations, were estimated approximately R$1,344, begin R$894 of discontinued operations and R$450 of continued operations is attributed to the Company due to an agreement between shareholders and the Company.

Regarding the remainder accrued amount for other discussions related to PIS and COFINS includes challenging of tax offset and other small amounts, as of September 30, 2018 represent R$273, being R$125 of continued operations and R$148 of discontinued operations (R$184 as of December 31, 2017, being R$74 of continued operation and R$110 of discontinued operations).

82


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

20.  Provision for contingencies – Continued

20.3.Tax – Continued

20.3.2.               Tax claims

After entering in the special program on tax settlements, the Company analyzed the other tax claims, together with its external legal counsel, and determined them to be as probable losses and accrued by the Company. These refer to: (i) challenge on the non-application of the Accident Prevention Factor - FAP for 2011; (ii) challenge on the State Finance Department on the ICMS tax rate calculated on electric energy bills; (iii) other minor issues. The amount accrued for these matters as of September 30, 2018 is R$210 of continued operation (R$184 as of December 31, 2017, beging R$183 of continued (operation and R$1 of discontinued operations).

ICMS

The Federal Supreme Court ("STF") on October 16, 2014 decided that ICMS taxpayers that trade products included in the “basket of food staples” have no right to fully utilize the ICMS credits. The Company, with the assistance of its legal counsel, decided to record a provision for this matter amounting to R$108 as of September 30, 2018 (R$142 as of December 31, 2017) since this claim was considered a “probable” loss. The amounts accrued represent Management’s best estimate of the probable cash disbursement to settle this claim.

Additionally, 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 recent court decisions the Company accrued R$206 (R$167 in December 31, 2017) representing the best estimation of probable loss evaluated by management based on documentation evidence aspect of the claims.

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 of September 30, 2018 is R$85 being R$84 of continued operation and R$1 of discontinued operations (R$72 of continued operation as of December 31, 2017 being R$71 of continued operation and R$1 of discontinued operations).

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 (IFRS 3). As of September 30, 2018, the recorded amount is R$92 (R$90 as of December 31, 2017). These accrued claims refer to administrative proceedings related to the offset of tax debts against credits from the contribution levied on coffee exports.

 

83


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

20.    Provision for contingencies – Continued

 

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 September 30, 2018, the Company recorded a provision of R$979, being R$315 for continued operations and R$664 for discontinued operations (R$1,284 as of December 31, 2017, being R$331 for continued operations and R$953 for discontinued operations). Management, with the assistance of its legal counsel, assessed these claims and recorded 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 and the amounts claimed by the adverse party in the lawsuit, when internal and external legal counsel consider that it is probable that the rent amount will be changed by the Company. As of September 30, 2018, the amount accrued for these lawsuits is R$107, being R$58 for continued operations and R$49 for discontinued operations (R$125 as of December 31, 2017, being R$61 for continued operations and R$64 for discontinued operations), for which there are no escrow deposits.

·       The Company and its subsidiaries answer to legal claims related to penalties applied by regulatory agencies, from the federal, state and municipal administrations, among which includes Consumer Protection Agencies (Procon), National Institute of Metrology, Standardization and Industrial Quality (INMETRO) and Municipalities and some lawsuits involving contract terminations with suppliers. Company supported by its legal counsel, assessed these claims, and recorded a provision according to probable cash expending and estimative of loss .On September 30, 2018 the amount of this provision is R$40, being R$26 for continued operations and R$14 for discontinued operations (R$43 on December 31, 2017, being R$34 for continued operations and R$9 for discontinued operations).

·       As of September 30, 2018, the amount accrued related to other civil matters is R$113, being R$34 for continued operation and R$79 for discontinued operations (R$146 as of December 31, 2017, being R$ 44 for continued operation R$102 for discontinued operations).

Total civil lawsuits and others as of September 30, 2018 amount to R$260 being R$118 for continued operations and R$142 for discontinued operations (R$314 as of December 31, 2017, being R$139 for continued operations and R$175 for discontinued operations).

 

84


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

20.    Provision for contingencies – Continued

 

20.6.                Other non-accrued contingent liabilities

 

The Company has other litigations which have been analyzed by the legal counsel and considered as possible loss and, therefore, have not been accrued. The possible litigations updated balance from shareholders is of R$11,968, being R$10,335 for continued operations and R1,633 for discontinued operations as of September 30, 2018 (R$11,778 as of December 31, 2017, being R$10,159 for continued operations and R$1,619 for discontinued operations), and are mainly 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$500, being R$468 for continued operations and R$32 for discontinued operations as of September 30, 2018 (R$474 as of December 31, 2017, being R$443 for continued operations and R$31 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 – 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$88 of income tax and social contribution (R$85 at December 31, 2017). The lawsuits await administrative and court ruling. The amount involved is R$978, being R$825 for continued operations and R$153 for discontinued operations as of September 30, 2018 (R$964 as of December 31, 2017, being R$826 for continued operations and R$138 for discontinued operations).

·       COFINS, PIS and IPI – the Company has been challenged about offsets of IPI credits acquired from third parties with a final and an-appeal over the decision, fine for failure to comply with accessory obligations, disallowance of COFINS and PIS credits on one-phase products (“produtos monofásicos”), among others less significant taxes. These lawsuits await decision at the administrative and court levels. The amount involved in these assessments is R$2,376, being R$1,935 for continued operations and R$441 for discontinued operations as September 30, 2018 (R$2,124 as of December 31, 2017, being R$1,705 for continued operations and R$419 for discontinued operations).

 

85


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

20.    Provision for contingencies – Continued

 

20.6.       Other non-accrued contingent liabilities – Continued

 

·         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$7,186, being R$6,428 for continued operations and R$758 for discontinued operations as of September 30, 2018 (R$7,246 as of December 31, 2017, being R$6,493 for continued operations and R$753 for discontinued operations), which await a final decision at the administrative and court levels. With the amendment of the ICMS Regulation of the State of São Paulo, the Company filed a request for a debt review, in the face of the fines when there were changes in the criterion, which was accepted by SEFAZ, resulting in a reduction of R$431 through payment of R$5, which occurred in April and May 2018.

·      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$278 being R$142 for continued operations and R$136 for discontinued operations as September 30, 2018 (R$281 as of December 31, 2017, being R$150 for continued operations and R$131 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 claims 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$650, being R$537 for continued operations and R$113 for discontinued operations as September 30, 2018 (R$689 as of December 31, 2017, being R$542 for continued operations and R$147 discontinued operations).

The Company has litigations related to challenges by tax authorities on the income tax payment, for which, based on management and legal assessment, the Company has the right of indemnization from its former and current shareholders, related to years from 2007 to 2013, under allegation that had improper deduction of goodwill amortizations. These assessments amount R$1,260 on September 30, 2018 (R$1,223 on December 31, 2017).

The Company engages external attorneys to represent it in the tax assessments, 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 of September 30, 2018 the estimated amount, in case of success in all lawsuits, is approximately R$183, being R$162 for continued operations and R$21 for discontinued operations (R$201 as of December 31, 2017, being R$182 for continued operations and R$19 for discontinued operations).

 

86


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

20.    Provision for contingencies – Continued

20.7.                Restriced deposits for legal proceedings

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

 

Parent Company

 

Consolidated

 

09.30.2018

12.31.2017

 

09.30.2018

12.31.2017

Tax

163

138

 

230

204

Labor

442

423

 

493

474

Civil and other

25

33

 

34

42

Regulatory

15

15

 

42

42

Total

645

609

 

799

762

20.8. Guarantees

Lawsuits

Property and equipment

 

Letter of Guarantee

 

Total

 

09.30.2018

12.31.2017

 

09.30.2018

12.31.2017

 

09.30.2018

12.31.2017

 

 

 

 

 

 

 

 

 

Tax

836

858

 

7,947

7,324

 

8,783

8,182

Labor

3

3

 

145

91

 

148

94

Civil and other

9

-

 

228

125

 

237

125

Regulatory

3

6

 

155

154

 

158

160

Total

851

867

 

8,475

7,694

 

9,326

8,561

 

The cost of letter of guarantees is approximately 0.72% per year of the amount of the lawsuits and is recorded as expense.

20.9.             Cnova N.V. litigation

Our subsidiary Cnova N.V., a Dutch public limited company, certain of its current and former officers and directors, and the underwriters of Cnova’s initial public offering, or IPO, were named as defendants in a securities class action lawsuit in the United States Federal District Court for the Southern District of New York, related to the assumption of internal investigation, concluded on July 22, 2016, conducted by Cnova N.V., Cnova Brasil e its advisors. In October 11, 2017 the Court for the Southern District of New York approved preliminarily an agreement with the plaintiffs’ shareholders.

Subject to the settlement agreement’s terms, a fund of $28.5 million will become available by Cnova N.V. for distribution amongst the former Cnova shareholders as well as to the plaintiffs’ lawyers. A portion of this amount will be used to cover the settlement fund’s administrative costs. In addition, subject to the terms of the settlement, all defendants are acquitted of all liability emanating from the allegations made in the class action suit. Following the March 15, 2018 hearing, the court entered on March 19, 2018 the final order giving the definitive approval to the settlement, closing the judicial proceedings with the United States District Court for the Southern District of New York and releasing defendants of the claims alleged against them accordingly. In the coming period, notices will be sent by the plaintiffs’ lawyer with more information concerning the settlement. The vast majority of this settlement amount was funded by Cnova N.V. insurers. The remainder as well as all expected related costs were covered by Cnova’s provision recorded in 2016 representing insurance deductible and total legal costs. Accordingly, the settlement has no material impact on Cnova N.V. net results.

 

87


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

 

20.       Provision for contingencies – Continued

20.9.                Cnova N.V. litigation - Continued

In a separate potential action the SEC might eventually take, sanctions might be imposed on the Cnova N.V.  as a result of the analysis of facts from the internal review concluded at the end of the first half of 2016 by the Company and the advisors retained by the Board of Directors.

 

21.  Leasing transactions

21.1.Operating lease

(i)   Minimum rental payment on termination of lease agreements

The Company analyzed and concluded that the rental agreements are cancelable over their term. In case of termination, minimum payments will be due as a termination fee, which can vary from 1 to 12 months of rental through the end of the agreements, as demonstrated in the table below:

 

Parent Company

 

Consolidated

 

09.30.2018

09.30.2017

 

09.30.2018

09.30.2017

Minimum rental payments

         

Minimum payments on the termination date

353

353

 

392

387

 

353

353

 

392

387

 

(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

 

09.30.2018

09.30.2017

 

09.30.2018

09.30.2017

 

 

 

 

 

 

Expenses (income) for the period:

 

 

 

 

 

Contingent payments

312

281

 

336

291

Non contingent payments

210

241

 

341

377

Sublease rentals (*)

(128)

(118)

 

(134)

(124)

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

88


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

 

21. Leasing transactions - Continued

 

21.2.Finance lease

Finance lease agreements amounted to R$149 as of September 30, 2018 (R$195 on December 31, 2017), as shown in the table below:

 

Parent Company

 

Consolidated

 

09.30.2018

12.31.2017

 

09.30.2018

12.31.2017

Financial lease liability –minimum rental payments:

         

Up to 1 year

33

46

 

37

51

1 - 5 years

84

110

 

87

117

Over 5 years

23

25

 

25

27

Present value of finance lease agreements

140

181

 

149

195

Future financing charges

166

175

 

176

185

Gross amount of finance lease agreements

306

356

 

325

380

 

22.    Deferred revenue

The Company received amounts from business partners on exclusivity in the intermediation of additional or extended warranty services, and the subsidiary Sendas received 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 2017, in note 23.

 

 

Parent Company

 

Consolidated

 

09.30.2018

12.31.2017

 

09.30.2018

12.31.2017

           

Back lights

-

 -

 

42

104

Additional or extended warranties

21

27

 

21

27

Barter agreement

-

 -

 

-

14

Services rendering agreement - Allpark

11

13

 

11

13

Lease income

6

-

 

6

-

Others

8

10

 

8

10

 

46

50

 

88

168

 

 

   

 

 

Current

34

28

 

76

146

Noncurrent

12

22

 

12

22

 

 

89


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

23.  Shareholders’ equity

The detailed information on shareholders’ equity was presented in the annual financial statements for 2017, in note 24.

 

23.1. Capital stock

The subscribed and paid-up capital as of September 30, 2018 is represented by 266,799 (266,579 on December 31, 2017) in thousands of registered shares with no par value, of which 99,680 in thousands of common shares (99,680 on December 31, 2017) and 167,119 in thousands of preferred shares (166,899 on December 31, 2017).

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 19, 2018, April 26, 2018 and July 24, 2018 was approved capital increases amounting to R$2 (R$11 on December 31, 2017) through the issuance of 220 thousands preferred shares (487 thousands of preferred shares on December 31, 2017). On September 30, 2018, the capital stock is R$6,824 (R$ 6,822 on December 31, 2017).

 

23.2.   Stock option plan for preferred shares

The fair value of each option granted is estimated at the grant date using the option pricing model Black & Scholes, taking into account the following assumptions for the B5 and C5 series: (a) dividend expectation of 0.41%, (b) volatility expectation of nearly 36.52% and (c) the weighted average interest rate of 9.29%.

   

Exercise price

 

Lot of 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 September 30, 2018

   

 

       

Série B2

05/29/2015

06/01/2018

11/30/2018

0.01

0.01

 

337

(257)

(38)

42

Série C2

05/29/2015

06/01/2018

11/30/2018

77.27

77.27

 

337

-

(84)

253

Série B3

05/30/2016

05/30/2019

11/30/2019

0.01

0.01

 

823

(266)

(57)

500

Série C3

05/30/2016

05/30/2019

11/30/2019

37.21

37.21

 

823

(258)

(74)

491

Série B4

05/31/2017

05/31/2020

11/30/2020

0.01

0.01

 

537

(157)

(38)

342

Série C4

05/31/2017

05/31/2020

11/30/2020

56.78

56.78

 

537

(155)

(47)

335

Série B3 –Tranche 2

04/27/2018

05/30/2019

11/30/2019

0.01

0.01

 

95

-

-

95

Série C3 - Tranche 2

04/27/2018

05/30/2019

11/30/2019

56.83

56.83

 

95

-

-

95

Série B5

05/31/2018

05/31/2021

11/30/2021

0.01

0.01

 

499

-

-

499

Série B5

05/31/2018

06/30/2018

06/30/2018

0.01

0.01

 

95

(95)

-

-

Série C5

05/31/2018

05/31/2021

11/30/2021

62.61

62.61

 

499

-

-

499

Série C5

05/31/2018

06/30/2018

06/30/2018

62.61

62.61

 

95

(95)

-

-

 

 

 

 

 

 

 

4,772

(1,283)

(338)

3,151

 

 

90


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

23.  Shareholders’ equity – Continued

23.2.Stock option plan for preferred shares - Continued

 

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 below:

 

 

Shares

Weighted average of exercise price

Weighted average of remaining contractual term

 

in thousands

R$

 

At December 31, 2017

2,539

29.48

1.53

 

 

 

 

Granted during the period

1,378

30.91

 

Cancelled during the period

(124)

34.43

 

Exercised during the period

(642)

32.77

 

Outstanding at the end of the period

3,151

29.65

1.45

At September 30, 2018

3,151

29.65

1.45

 

The weighted average of the provided options fair value at September 30, 2018 were R$43.97 (R$39.07 on December 31, 2017).

 

The recorded amounts at the Parent Company and Consolidated’s statement of operations at the September 30, 2018 were R$17 (R$19 at the September 30, 2017).

 

23.3.Foreign exchange variation of investment abroad

Cumulative effect of exchange gains and losses on the translation of assets, liabilities and profit (loss) of Euros to Brazilian reais, corresponding to the investment in subsidiary Cnova N.V. The effect in the Parent Company was R$42 (R$17 at the December 31, 2017).

23.4.Tax incentive reserve 

On June 29, 2018, was approved in extraordinary shareholders’ meeting the proposal the management to reallocate the amount R$48 arising from tax incentives treated as subsidies for investments granted to the Company in the years of 2013 to 2017, initially destined to the expansion reserve.

24.  Net operating revenue 

 

Parent Company

 

Consolidated

 

09.30.2018

09.30.2017

 

09.30.2018

09.30.2017

Gross sales

         

Goods

20,642

20,606

 

38,434

34,953

Services rendered and others

311

262

 

343

267

Sales returns and cancellations

(365)

(348)

 

(399)

(376)

 

20,588

20,520

 

38,378

34,844

 

 

 

 

 

 

Taxes on sales

(1,579)

(1,550)

 

(3,001)

(2,719)

 

 

 

 

 

 

Net operating revenues

19,009

18,970

 

35,377

32,125

 

91


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

25.    Expenses by nature         

 

Parent Company

 

Consolidated

 

09.30.2018

09.30.2017

 

09.30.2018

09.30.2017

   

Restated

 

 

Restated

Cost of inventories

(12,657)

(12,230)

 

(25,858)

(23,240)

Personnel expenses

(2,491)

(2,581)

 

(3,495)

(3,376)

Outsourced services

(355)

(376)

 

(466)

(456)

Functional expenses

(1,287)

(1,400)

 

(1,724)

(1,761)

Selling expenses

(765)

(678)

 

(1,009)

(860)

Other expenses

(432)

(396)

 

(532)

(451)

 

(17,987)

(17,661)

 

(33,084)

(30,144)

 

 

 

 

 

 

Cost of sales

(13,622)

(13,186)

 

(27,018)

(24,329)

Selling expenses

(3,830)

(3,901)

 

(5,324)

(5,079)

General and administrative expenses

(535)

(574)

 

(742)

(736)

 

(17,987)

(17,661)

 

(33,084)

(30,144)

 

26.    Other operating expenses, net

 

Parent Company

 

Consolidated

 

09.30.2018

09.30.2017

 

09.30.2018

09.30.2017

   

 

 

 

 

Tax installments and other tax risks

(74)

(214)

 

(38)

(190)

Restructuring expenses

(91)

(97)

 

(100)

(126)

Losses on disposal of fixed assets

1

(75)

 

(55)

(83)

Others

-

(7)

 

-

(5)

Total

(164)

(393)

 

(193)

(404)

 

27.    Financial income (expenses), net

 

Parent Company

 

Consolidated

 

09.30.2018

09.30.2017

 

09.30.2018

09.30.2017

Finance expenses:

 

 

 

 

 

Cost of debt

(255)

(401)

 

(288)

(427)

Cost of the discounting receivables

(74)

(65)

 

(102)

(92)

Monetary restatement loss

(107)

(72)

 

(96)

(80)

Other finance expenses

(36)

(42)

 

(55)

(60)

Total financial expenses

(472)

(580)

 

(541)

(659)

 

 

 

 

 

 

Financial income:

 

 

 

 

 

Income from short term instruments

22

23

 

24

29

Monetary restatement gain

73

73

 

96

96

Other financial income

5

16

 

7

10

Total financial income

100

112

 

127

135

Total

(372)

(468)

 

(414)

(524)

The hedge effects are recorded as cost of debt and disclosed in Note 17.

 

92


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(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 2017, in note 29.

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

 

 

09.30.2018

 

09.30.2017

 

Preferred

Common

Total

 

Preferred

Common

Total

 

 

 

 

 

Restated

Basic numerator

 

 

 

 

 

 

 

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

471

256

727

 

160

86

246

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

33

18

51

 

32

18

50

Net income (loss) allocated to common and preferred shareholders

504

274

778

 

192

104

296

 

 

 

 

 

 

 

 

Basic denominator (millions of shares)

 

 

 

 

 

 

 

Weighted average of shares

167

100

267

 

166

100

266

 

 

 

 

 

 

 

 

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

2.82076

2.56433

 

 

0.96820

0.88018

 

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

0.20030

0.18209

 

 

0.18583

0.16894

 

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

3.02106

2.74642

 

 

1.15403

1.04912

 

 

 

 

 

 

 

 

 

Diluted numerator

 

 

 

 

 

 

 

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

471

256

727

 

160

86

246

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

33

18

51

 

32

18

50

Net income (loss) allocated to common and preferred shareholders

504

274

778

 

192

104

296

 

 

 

 

 

 

 

 

Diluted denominator

 

 

 

 

 

 

 

Weighted average of shares  (in millions)

167

100

267

 

166

100

266

Stock options

1

-

1

 

1

-

1

Diluted weighted average of shares (millions)

168

100

268

 

167

100

267

 

 

 

 

 

 

 

 

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

2.80273

2.56417

 

 

0.96473

0.88018

 

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

0.19896

0.18193

 

 

0.18516

0.16894

 

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

3.00168

2.74610

 

 

1.14990

1.04912

 

           

93


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

29.    Segment information

The information about segments was presented in the annual financial statements of 2017, in note 30 Management considers the following segments:

 

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

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

Home appliances and e-commerce segments are presented as discontinued operations at the September 30, 2018 and 2017 (as per note 31) and kept in this note for purposes of reconciliation as consolidated accounting information.

Information on the Company’s segments as of September 30, 2018 is included in the table below:

 

94


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2018

(In millions of Brazilian reais, unless otherwise stated)

29.      Segment information – Continued

Description

Food Retail (*)

 

Cash & Carry

 

Assets held for sale and discontinued operations (**)

 

Subtotal

 

Eliminations/ Others(***)

 

Total

 

2018

2017

 

2018

2017

 

2018

2017

 

2018

2017

 

2018

2017

 

2018

2017

 

 

Restated

 

 

Restated

 

 

Restated

 

 

Restated

 

 

Restated

 

 

Restated

Net operating revenues

19,177

19,129

 

16,200

12,996

 

-

-

 

35,377

32,125

 

-

-

 

35,377

32,125

Gross profit

5,415

5,829

 

2,944

1,967

 

-

-

 

8,359

7,796

 

-

-

 

8,359

7,796

Depreciation and amortization

(455)

(448)

 

(170)

(126)

 

-

-

 

(625)

(574)

 

-

-

 

(625)

(574)

Share of profit of subsidiaries and associates

51

41

 

-

-

 

-

-

 

51

41

 

(103)

(93)

 

(52)

(52)

Operating income

440

572

 

1,086

472

 

-

-

 

1,526

1,044

 

(103)

(93)

 

1,423

951

Net financial expenses

(385)

(483)

 

(29)

(41)

 

-

-

 

(414)

(524)

 

-

-

 

(414)

(524)

Profit(loss) before income tax and social contribution

55

89

 

1,057

431

 

-

-

 

1,112

520

 

(103)

(93)

 

1,009

427

Income tax and social contribution

70

(34)

 

(353)

(146)

 

-

-

 

(283)

(180)

 

-

-

 

(283)

(180)

Net income (loss) for continued operations

125

55

 

704

285

 

-

-

 

829

340

 

(103)

(93)

 

726

247

Net income (loss) for discontinued operations

(17)

(37)

 

-

-

 

180

215

 

163

178

 

-

-

 

163

178

Profit (loss)

108

18

 

704

285

 

180

215

 

992

518

 

(103)

(93)

 

889

425

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

6,897

7,187

 

3,252

3,090

 

21,956

22,996

 

32,105

33,273

 

(229)

(257)

 

31,876

33,016

Noncurrent assets

11,278

11,150

 

4,767

3,569

 

-

-

 

16,045

14,719

 

(44)

(28)

 

16,001

14,691

Current liabilities

6,358

7,966

 

3,888

3,414

 

16,635

17,897

 

26,881

29,277

 

(273)

(285)

 

26,608

28,992

Noncurrent liabilities

6,728

4,973

 

779

701

 

-

-

 

7,507

5,674

 

-

-

 

7,507

5,674

Shareholders' equity

5,089

5,398

 

3,352

2,544

 

5,321

5,099

 

13,762

13,041

 

-

-

 

13,762

13,041

 

(*) Food 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.

 

95


 
 

Companhia Brasileira de Distribuição

Notes to the interim financial information

September 30, 2017          

(In millions of Brazilian reais, unless otherwise stated)

 

29.    Segment information – Continued

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:

 

09.30.2018

 

09.30.2017

 

 

 

 

Assaí

16,201

 

12,996

Extra

11,341

 

11,726

Pão de Açúcar

5,032

 

4,871

Proximidade

861

 

808

Other business

1,942

 

1,724

Total net operating revenue

35,377

 

32,125

30.    Non cash transactions

During the semesters ended at September 30, 2018 and 2017 the Company had transactions that was not presented at the statement of cash flows as presented below:

·       Purchase of fixed assets not paid yet as note 14.3;

·       Purchase of intangible assets not paid yet as per note 15.3;

·       Deferred income tax as per note 19;

·       Additions of provisions for contingencies as per note 20;

·       Recognition of ICMS tax credits, according to note 11.

31.  Non current assets held for sale and discontinued operations

The detailed information about assets held for sale and discontinued operations were presented in the annual financial statements of 2017, in note 32.

Composition:  

   

Net assets Via Varejo (see note 31.1)

 

21,731

Property/lands held for sale CBD (*)

135

Total

 

21,866

(*)The Company continued a process of sale the assests and on September 2018 sale one distribution centers per R$117 are at of cost of R$112.  Remained to sale one distribution centers, and three lands, duly approved in the necessary administrative instances, with a high probability of sale with carrying amount of R$135. There is no evidence of sale of these assets in amount smaller than their carrying amount.

The Company entered into a sale and purchase commitment private instrument ("commitment") of a land classified as held for sale. The transaction will be evaluated during the fourth quarter of 2018, regarding the rights and obligations resulting from this commitment and the management will conclude about its recognition.

31.1.Ongoing transaction to dispose of Via Varejo subsidiary

The Board of Directors held on November 23, 2016 approved a process to dispose 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.

96


 
 

Companhia Brasileira de Distribuição

Notes to the interim financial information

September 30, 2017          

(In millions of Brazilian reais, unless otherwise stated)

 

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

31.1.Ongoing transaction to dispose of Via Varejo subsidiary - Continued

During 2017, due to certain external factors out of the control of the Company, mainly related to the macro economic scenario, the process of sale of Via Varejo was not concluded within one year as initially planned. The plan to sell Via Varejo remains unchanged, and the Company's Management will evaluate the progress of this plan for the annual financial statements.

Therefore, as required by CPC 31 – “Non-current assets held for sale and discontinued operations” (IFRS 5), the net results, of Via Varejo (and its subsidiary Cnova Brasil) is included in statement of operations as a single line, after taxes, and assets and liabilities balances are disclosed as held for sale and discontinued operations.

Statement of value added on September 30, 2018 and 2017 also discloses the discontinued operations as a single line, nevertheless, for cash flows there were no effects as per IFRS 5 being disclosed at this note the effect of discontinued operations. Non current assets and liabilities held for sale on September 30, 2018 were R$21,731 (R$22,753 on December 31, 2017) and R$16,587 (R$17,824 on December 31, 2017), respectively. The net effects on discontinued operations were a net income of R$163 at September 30, 2018 (net proft of R$211 at September 30, 2017).

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 statements of Via Varejo before the eliminations, including effects of the purchase price allocation of Globex and Casa Bahia acquisition.

Balance sheet (*):

 

09.30.2018

 

12.31.2017

 

 

 

Restated

Assets

 

 

 

Current

 

 

 

Cash and cash equivalents

429

 

3,559

Trade receivables (i)

3,798

 

3,750

Inventories

5,557

 

4,379

Recoverable taxes

682

 

219

Other current assets

132

 

168

Total current assets

10,598

 

12,075

 

 

 

 

Noncurrent

 

 

 

Trade receivables

173

 

201

Recoverable taxes

2,893

 

2,725

Other accounts receivable

984

 

962

Deferred income tax and social contribution

353

 

415

Related parties

481

 

539

Investment properties

101

 

81

Property and equipment

1,849

 

1,711

Intangible assets

4,524

 

4,287

Total noncurrent assets

11,358

 

10,921

Total assets

21,956

 

22,996

 

97


 
 

Companhia Brasileira de Distribuição

Notes to the interim financial information

September 30, 2017          

(In millions of Brazilian reais, unless otherwise stated)

 

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

31.1.       Ongoing transaction to dispose of Via Varejo subsidiary – Continued

Balance sheet (*):

 

09.30.2018

 

12.31.2017

 

 

 

Restated

Liabilities

 

 

 

Current

 

 

 

Trade payable, net

7,825

 

7,726

Structured payable program

194

 

437

Borrowings and financing (i)

3,339

 

3,802

Related parties

155

 

139

Other current liabilities (ii)

1,883

 

2,176

Total current liabilities

13,396

 

14,280

                                          

 

 

 

Noncurrent

 

 

 

Borrowings and financing (i)

469

 

397

Deferred income tax and social contribution

840

 

840

Other noncurrent liabilities (ii)

1,930

 

2,380

Total noncurrent liabilities

3,239

 

3,617

Shareholders’ equity

5,321

 

5,099

Total liabilities and shareholders’ equity

21,956

 

22,996

 

(*) Before intercompany eliminations with GPA in the amount R$225 of assets and R$48 of liabilities.

(i) Includes financed sales through CDCI, whose value on September 30, 2018 is R$ 2,265 in assets (R$ 2,382 at December 31, 2017) and R$ 3,290 in liabilities (R$ 3,466 on December 31, 2017).

(ii) Includes balance of R$1,271 on September 30, 2018 (R$1,374 on December 31, 2017) of deferred revenue related to the advance received from Zurich Seguros (extended warranty and insurance) and from Bradesco (cards transactions and banking correspondent).

Parent Company’s effects

Note

09.30.2018

12.31.2017

Reclassification of investment for held for sale

13.1

1,902

1,808

Reclassification of goodwill for held for sale

15

179

179

Assets held for sale and discontinued operations

2,081

1,987

 

98


 
 

Companhia Brasileira de Distribuição

Notes to the interim financial information

September 30, 2017          

(In millions of Brazilian reais, unless otherwise stated)

 

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

31.1.   Ongoing transaction to dispose of Via Varejo subsidiary – Continued

Statement of operations (*)

09.30.2018

 

09.30.2017

     

Restated

 

 

 

 

Net operating revenue

19,668

 

18,248

Cost of sales

(13,640)

 

(12,335)

Gross profit

6,028

 

5,913

Operating income (expenses)

 

   

Selling, general and administrative expenses

(5,088)

 

(4,868)

Share of profit of associates

21

 

16

Other operating expenses, net

(113)

 

(212)

 

(5,180)

 

(5,064)

Profit from operations before net financial result

848

 

849

 

 

 

 

Financial expenses, net

(577)

 

(577)

 

 

 

 

Income (loss) before income tax and social contribution

271

 

272

 

 

 

 

Income tax and social contribution

(75)

 

(44)

 

 

 

 

Net income (loss) for the year

196

 

228

Attributed to:

 

 

 

Controlling shareholders

85

 

99

Non-controlling shareholders

111

 

129

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

Description

09.30.2018

09.30.2017

Net operating revenue

(30)

(26)

Cost of sales

(6)

(6)

Selling costs

1

(1)

General and administrative expenses

3

(3)

Financial result, net

12

19

Income tax and social contribution

5

4

Total

(15)

(13)

Additionally a reclassification was made of incurred costs on Parent Company basically related to indemnity costs of contingences from prior periods to acquisition, paid to Via Varejo. According to IFRS 5, these costs were reclassified to discontinued operations in the amount of R$(18) as of September 30, 2018 (R$(37) as of September 30, 2017).

Cash flow

 

09.30.2018

 

09.30.2017

Cash flow used in operating activities

 

(2,028)

 

(2,880)

Net cash used in investing activities

(427)

 

(193)

Net cash used in financing activities

 

(675)

 

(418)

Cash variation in the period

 

(3,130)

 

(3,491)

 

99


 
 

Companhia Brasileira de Distribuição

Notes to the interim financial information

September 30, 2017          

(In millions of Brazilian reais, unless otherwise stated)

 

32.    Subsequent events

32.1.Distribution agreement with Zurich Minas Brasil Seguros S.A. ("Zurich")

On October 15, 2018, the subsidiary Via Varejo entered into an addendum to the distribution of insurance agreement with Zurich, renegotiated and consolidated the contracts previously concluded into in 2014 and 2016. The expected term for the addendum is January 2026.The amount the to be paid for Via Varejo as anticipation totals R$837 and will be recognized as contractual goals are reached.

Until the date of the disclosure of its financial statements, Via Varejo had received R$715. The remaining amount will be received after the start of sales on online channels, scheduled for early 2019.

100


 
 

ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Other information deemed as relevant by the Company

Shareholding at 9/30/2018

           
           

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

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (Publicly-held company)

Shareholding at 6/30/2018
(In units)

Shareholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

Wilkes Participações S/A

94,019,178

94.32%

0

0.00%

94,019,178

35.24%

Jean-Charles Naouri

0

0.00%

1

0.00%

1

0.00%

Geant International BV*

0

0.00%

9,423,742

5.64%

9,423,742

3.53%

Segisor*

5,600,050

5.62%

0

0.00%

5,600,050

2.10%

Casino Guichard Perrachon*

1

0.00%

0

0.00%

1

0.00%

Almacenes Éxito S.A.*

1

0.00%

0

0.00%

1

0.00%

King LLC*

0

0.00%

852,000

0.51%

852,000

0.32%

Helicco Participações Ltda.

0

0.00%

581,600

0.35%

581,600

0.22%

Carmignac Gestion*

0

0.00%

13,374,888

8.00%

13,374,888

5.01%

Brandes Investment Partners, LP*

0

0.00%

6,903,029

4.13%

6,903,029

2.59%

Board of Executive Officers

0

0.00%

501,023

0.30%

501,023

0.19%

Board of Directors

0

0.00%

52,237

0.03%

52,237

0.02%

Treasury Shares

0

0.00%

232,586

0.14%

232,586

0.09%

Others

60,621

0.06%

135,198,226

80.90%

135,258,847

50.70%

TOTAL

99,679,851

100.00%

        167.119.332

100.00%

266,799,183

100.00%

(*) Foreign Company


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

WILKES PARTICIPAÇÕES S.A

Shareholding in units

Shareholder/Quotaholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

Casino Guichard Perrachon*

 1

0.00%

 0  

0.00%

 1

0.00%

Segisor*

 217,402,606

97.23%

 0  

0.00%

 217,402,606

97.23%

Oregon LLc*

 2,119,162

0.95%

 0  

0.00%

 2,119,162

0.95%

Pincher LLc*

 4,080,774

1.83%

 0  

0.00%

4,080,774

1.83%

Almanacenes Éxito S.A.*

 1

0.00%

 0  

0.00%

 1

0.00%

Treasury Shares

0  

0.00%

 0  

0.00%

 0  

0.00%

TOTAL

 223,602,544

100.00%

 0  

0.00%

 223,602,544

100%


101


 
 

ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Other information deemed as relevant by the Company

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

       

SEGISOR

Shareholding 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 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 6/30/2018 (In units)

Shareholders*

Common Shares

%

Preferred Shares

%

Number

%

Geant International B.V.

187,689,792

41.93%

0

0,00%

187,689,792

41.93%

Geant Fonciere B.V.

47,725,428

10.66%

0

0,00%

47,725,428

10.66%

Fondo de Pensiones Obligatorias Porvenir Moderado

24,518,315

5.48%

0

0,00%

24,518,315

5.48%

Other Shareholders

187,670,781

41.93%

0

0,00%

187,670,781

41.93%

TOTAL

447,604,316

100.00%

0

0,00%

447,604,316

100.00%

Other information deemed as relevant by the Company         

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES
Shareholding at 6/30/2018

Shareholding (In units)

Shareholder

Common Shares

Preferred Shares

Number

%

Number

%

Number

%

Controlling parties

           99,619,230

99.94%

         10,857,343

6.50%

                 110,476,573

41.41%

 

 

 

 

 

 

 

Management

 

 

 

 

 

 

Board of Directors

                        -  

0.00%

              501,023

0.30%

                       501,023

0.19%

Board of Executive Officers

                        -  

0.00%

                52,237

0.03%

                         52,237

0.02%

 

 

 

 

 

 

 

Treasury Shares

                        -  

0.00%

              232,586

0.14%

                       232,586

0.09%

 

 

 

 

 

 

 

Other Shareholders

                 60,621

0.06%

        155,476,143

93.03%

                 155,536,764

58.30%

 

 

 

 

 

 

 

Total

           99,679,851

100.00%

        167,119,332

100.00%

                 266,799,183

100.00%

 

 

 

 

 

 

 

Outstanding Shares

                 60,621

0.06%

        156,029,403

93.36%

                 156,090,024

58.48%

 

102


 
 

ITR – Interim Financial Information – September 30,2018 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

       

Shareholding at 6/30/2018
(In units)

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES

Shareholder

Common Shares

Preferred Shares

   

Number

%

Number

%

Number

%

Controlling parties

           99,619,230

99.94%

         10,857,343

6.51%

                 110,476,573

41.46%

 

 

 

 

 

 

 

Management

 

 

 

 

 

 

Board of Directors

                        -  

0.00%

                        1

0.00%

                                 1

0.00%

Board of Executive Officers

                        -  

0.00%

              367,708

0.22%

                       367,708

0.14%

 

 

 

 

 

 

 

Treasury Shares

                        -  

0.00%

              232,586

0.14%

                       232,586

0.09%

 

 

 

 

 

 

 

Other Shareholders

                 60,621

0.06%

        155,314,129

93.13%

                 155,374,750

58.31%

 

 

 

 

 

 

 

Total

           99,679,851

100.00%

        166,771,767

100.00%

                 266,451,618

100.00%

 

 

 

 

 

 

 

Outstanding Shares

                 60,621

0.06%

        155,681,838

93.35%

                 155,742,459

58.45%

             

103


 

 

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:  October 26, 2018 By:   /s/ Peter Estermann
         Name:   Peter Estermann
         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.