cbditr1q12_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 May, 2012

           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  


 

 

 

 

 

 

 

 

 

 

 

Quarterly Financial Information

Companhia Brasileira de Distribuição

March 31, 2012

 

 

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ITR –– Quarterly Financial Information –March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

 

Version: 1

 

Table of Contents

Company Information

 

Capital Breakdown

1

Cash Dividends

2

Individual Quarterly Financial Information

 

Balance Sheet – Assets

3

Balance Sheet – Liabilities

4

Statement of Income

6

Comprehensive Income for the Period

7

Statement of Cash Flows

8

Statement of Changes in Shareholders’ Equity

 

1/1/2012 to 03/31/2012

9

1/1/2011 to 03/31/2011

10

Statement of Value Added

11

Consolidated Quarterly Financial Information

 

Balance Sheet - Assets

12

Balance Sheet - Liabilities

13

Statement of Income

15

Comprehensive Income for the Period

16

Statement of Cash Flows

17

Statement of Changes in Shareholders’ Equity

 

1/1/2012 to 03/31/2012

18

1/1/2011 to 03/31/2011

19

Statement of Value Added

20

Comments on the Company’s Performance

 

21

Notes to the Quarterly Financial Information

 

35

Other Information Deemed as Relevant by the Company

148

Independent Auditors’ Report – Unqualified

150

 

 

 

                                                                                                                                                                                                                                                                                                - 7 -


 

 

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

 

ITR –– Quarterly Financial Information –March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

Version: 1

 

 

Company Information / Capital Breakdown

 

Number of Shares

(thousand)

Current Quarter

03/31/2012

 

Paid in Capital

 

 

Common

99,680

 

Preferred

160,595

 

Total

260,275

 

Treasury Shares

 

 

Common

0

 

Preferred

232

 

Total

232

 

 

 

 

 

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Version: 1

 

 

Company Information / Cash Dividends

 

Event

Approval

Type

Date of Payment

Type of Share

Class of Share

Amount per share(Reais/ share)

 

 

 

 

 

 

 

  

 

 

 

 

Page 2 of 153


 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Individual Quarterly Financial Information/ Balance Sheet - Assets

  

R$ (in thousands)

Code

Description

Current Quarter

03/31/2012

Previous Year

12/31/2011

1

Total Assets

17,412,036

17,755,524

1.01

Current Assets

4,785,506

5,557,293

1.01.01

Cash and Cash Equivalents

1,631,411

2,328,783

1.01.03

Accounts Receivable

711,671

831,669

1.01.03.01

Trade Accounts Receivables

672,953

791,538

1.01.03.02

Other Accounts Receivable

38,718

40,131

1.01.04

Inventories

1,918,070

1,914,938

1.01.06

Recoverable Taxes

393,560

413,721

1.01.06.01

Current Recoverable Taxes

393,560

413,721

1.01.07

Prepaid Expenses

113,228

50,404

1.01.08

Other Current Assets

17,566

17,778

1.01.08.03

Other

17,566

17,778

1.02

Noncurrent Assets

12,626,530

12,198,231

1.02.01

Long-Term Assets

2,295,593

1,982,045

1.02.01.03

Accounts Receivable

50,251

46,736

1.02.01.03.02

Other Accounts Receivable

50,251

46,736

1.02.01.06

Deferred Taxes

218,408

225,010

1.02.01.06.01

Deferred Income and Social Contribution Taxes

218,408

225,010

1.02.01.07

Prepaid Expenses

36,461

31,979

1.02.01.08

Receivables from Related Parties

1,428,817

1,143,031

1.02.01.08.02

Receivables from Subsidiaries

1,358,344

1,074,175

1.02.01.08.03

Receivables from Controlling Shareholders

1,171

1,171

1.02.01.08.04

Receivables from Other Related Parties

69,302

67,685

1.02.01.09

Other Noncurrent Assets

561,656

535,289

1.02.01.09.03

Receivables from Securitization Fund

126,109

124,276

1.02.01.09.04

Recoverable Taxes

25,169

24,526

1.02.01.09.05

Escrow Deposits

410,378

386,487

1.02.02

Investments

4,245,006

4,191,683

1.02.02.01

Shareholding Interest

4,245,006

4,191,683

1.02.02.01.02

Interest in Subsidiaries

4,245,006

4,191,683

1.02.03

Property and Equipment

5,150,837

5,074,613

1.02.03.01

In operation

4,816,744

4,747,315

1.02.03.02

Leased

60,904

64,077

1.02.03.03

In Progress

273,189

263,221

1.02.04

Intangible Assets

935,094

949,890

1.02.04.01

Intangible Assets

935,094

949,890

1.02.04.01.02

Intangible Assets

935,094

949,890

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Individual Quarterly Financial Information /Balance Sheet – Liabilities

 

R$ (in thousands)

Code

Description

Current Quarter

03/31/2012

Previous Year

12/31/2011

2

Total Liabilities

17,412,036

17,755,524

2.01

Current Liabilities

3,829,448

4,249,158

2.01.01

Payroll and Labor Liabilities

243,623

297,300

2.01.01.01

Payroll Liabilities

36,849

43,360

2.01.01.02

Labor Liabilities

206,774

253,940

2.01.02

Trade Accounts Payable

2,005,112

2,526,912

2.01.02.01

Local Trade Accounts Payable

1,979,210

2,498,452

2.01.02.02

Foreign Trade Accounts Payable

25,902

28,460

2.01.03

Payable Taxes and Contributions

64,239

69,102

2.01.03.01

Federal Tax Liabilities

64,239

69,102

2.01.03.01.02

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

64,239

69,102

2.01.04

Loans and Financings

963,524

712,678

2.01.04.01

Loans and Financings

387,365

155,034

2.01.04.01.01

In Local Currency

372,743

139,983

2.01.04.01.02

In Foreign Currency

14,622

15,051

2.01.04.02

Debentures

522,958

501,844

2.01.04.03

Financing by Leasing

53,201

55,800

2.01.05

Other Liabilities

453,265

466,995

2.01.05.01

Related Parties

178,339

188,272

2.01.05.01.01

Debts with Associated Companies

6,307

7,900

2.01.05.01.02

Debts with Subsidiaries

156,133

161,772

2.01.05.01.03

Debts with Controlling Shareholders

12,514

15,256

2.01.05.01.04

Debts with Other Related Parties

3,385

3,344

2.01.05.02

Other

274,926

278,723

2.01.05.02.01

Dividends and Interest on Equity Payable

103,386

103,387

2.01.05.02.04

Public Utilities

5,849

2,968

2.01.05.02.05

Rent

24,156

24,929

2.01.05.02.06

Advertising

38,159

29,253

2.01.05.02.07

Transfer to Third Parties

8,460

6,784

2.01.05.02.08

Financing by Purchase of Assets

14,211

14,211

2.01.05.02.09

Other Accounts Payable

80,705

97,191

2.01.06

Provisions

99,685

176,171

2.01.06.02

Other Provisions

99,685

176,171

2.01.06.02.02

Provisions for Restructuring

12,274

12,957

2.01.06.02.05

Taxes Payable by Installments

87,411

163,214

2.02

Noncurrent Liabilities

5,782,019

5,881,093

2.02.01

Loans and Financings

4,296,230

4,429,542

2.02.01.01

Loans and Financings

2,258,050

2,139,680

2.02.01.01.01

In Local Currency

1,549,205

1,449,917

2.02.01.01.02

In Foreign Currency

708,845

689,763

2.02.01.02

Debentures

1,896,339

2,137,518

2.02.01.03

Financing by Leasing

141,841

152,344

2.02.02

Other Liabilities

1,238,480

1,214,629

2.02.02.02

Other

1,238,480

1,214,629

2.02.02.02.03

Taxes Payable by Installments

1,212,269

1,202,667

2.02.02.02.04

Other Accounts Payable

26,211

11,962

 

 

 

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Individual Quarterly Financial Information /Balance Sheet – Liabilities

 

R$ (in thousands)

 

Code

Description

Current Quarter

03/31/2012

Previous Year

12/31/2011

2.02.04

Provision for Contingencies

247,309

236,922

2.02.04.01

Tax, Social Security, Labor and Civil Provisions

247,309

236,922

2.02.04.01.01

Tax Provisions

92,896

90,426

2.02.04.01.02

Social security and labor Provisions

79,100

75,543

2.02.04.01.03

Benefits to Employees Provisions

38,900

36,072

2.02.04.01.04

Civil Provisions

36,413

34,881

2.03

Shareholders’ Equity

7,800,569

7,625,273

2.03.01

Paid-in Capital Stock

6,129,920

6,129,405

2.03.02

Capital Reserves

392,128

384,342

2.03.02.02

Special Goodwill Reserve in Merger

238,930

238,930

2.03.02.04

Granted Options

145,800

138,014

2.03.02.07

Capital Reserve

7,398

7,398

2.03.04

Profit Reserves

1,111,929

1,111,526

2.03.04.01

Legal Reserve

248,249

248,249

2.03.04.05

Retention of Profits Reserve

80,550

80,147

2.03.04.10

Expansion Reserve

783,130

783,130

2.03.05

Retained Earnings/ Accumulated Losses

166,592

-

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Individual Quarterly Financial Information /Statement of Income

 

R$ (in thousands)

Code

Description

YTD Current

Year

1/1/2012 to 03/31/2012

YTD Previous

Year

1/1/2011 to 03/31/2011

3.01

Gross Revenue from Goods and/or Services

4,568,037

3,858,868

3.02

Cost of Goods Sold and/or Services Sold

(3,379,207)

(2,780,853)

3.03

Gross Profit

1,188,830

1,078,015

3.04

Operating Income/Expenses

(865,575)

(789,364)

3.04.01

Selling Expenses

(682,270)

(610,878)

3.04.02

General and Administrative

(150,157)

(138,769)

3.04.04

Other Operating Expense

(2,255)

(5,278)

3.04.04.01

Income with Permanent Assets

(2,255)

514

3.04.04.02

Other Operating Expenses

-

(5,827)

3.04.04.03

Noncurrent Income

-

35

3.04.05

Other Operating Expenses

(84,081)

(71,099)

3.04.05.01

Depreciation/Amortization

(84,083)

(71,132)

3.04.05.02

Other Operating Expenses

2

33

3.04.06

Equity Pickup

53,188

36,660

3.05

Income before Financial Income and Taxes

323,255

288,651

3.06

Financial Result

(116,495)

(123,774)

3.06.01

Financial Income

82,324

78,040

3.06.02

Financial Expenses

(198,819)

(201,814)

3.07

Earnings before income taxes

206,760

164,877

3.08

Income and Social Contribution Taxes on Income

(40,168)

(32,477)

3.08.01

Current

(33,566)

(889)

3.08.02

Deferred

(6,602)

(31,588)

3.09

Net Income from Continued Operations

166,592

132,400

3.11

Net Income for the Period

166,592

132,400

3.99

Earnings per Share - (Reais/Share)

 

 

3.99.01

Earnings Basic per Share

 

 

3.99.01.01

ON

0.60000

0.41000

3.99.01.02

PN

0.66000

0.45000

3.99.02

Earnings Diluted per Share

 

 

3.99.02.01

ON

0.60000

0.41000

3.99.02.02

PN

0.66000

0.44000

 

 

 

 

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Version: 1

 

 

Individual Quarterly Financial Information / Comprehensive Income for the Period

 

R$ (in thousands)

Code

Description  

YTD Current

Year

1/1/2012 to 03/31/2012

YTD Previous

Year

1/1/2011 to 03/31/2011

4.01

Net Income for the Period

166,592

132,400

4.03

Comprehensive Income for the Period

166,592

132,400

 

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

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

 

R$ (in thousands)

Code

Description  

YTD Current

Year

1/1/2012 to 03/31/2012

YTD Previous

Year

1/1/2011 to 03/31/2011

6.01

Cash Flow provided by Operating Activities

(528,711)

(435,470)

6.01.01

Cash Generated in the Operations

384,086

300,235

6.01.01.01

Net Income for the Period

166,592

132,400

6.01.01.02

Deferred Income Tax

6,602

31,588

6.01.01.03

Results Disposal of Fixed Assets

2,255

15,152

6.01.01.04

Depreciation/Amortization

84,084

71,132

6.01.01.05

Finance charge

160,270

84,563

6.01.01.06

Adjustment to Present Value

599

(28)

6.01.01.07

Equity Pickup

(53,188)

(36,660)

6.01.01.08

Provision for Contingencies

9,088

9,007

6.01.01.10

Provision for Share-Based Payment

7,784

(6,919)

6.01.02

Changes in Assets and Liabilities

(912,797)

(735,705)

6.01.02.01

Accounts Receivable

117,208

136,151

6.01.02.02

Inventories

(3,132)

(172,648)

6.01.02.03

Recoverable Taxes

18,194

(46,968)

6.01.02.04

Other Assets

(67,094)

(63,674)

6.01.02.05

Related Parties

(307,069)

(387,424)

6.01.02.06

Restricted deposit for legal proceedings

(28,666)

(40,998)

6.01.02.07

Trade accounts payables

(521,799)

(173,162)

6.01.02.08

Payroll Charges

(53,676)

(49,074)

6.01.02.09

Taxes and social contributions payable

4,739

31,430

6.01.02.10

Contingencies

(5,470)

-

6.01.02.11

Other Accounts Payable

(66,032)

30,662

6.02

Cash flow provided by (used in) Investment Activities

(144,443)

47,020

6.02.01

Capital Increase in Subsidiaries

-

211,880

6.02.02

Acquisition of Property and Equipment

(145,471)

(167,309)

6.02.03

Increase Intangible Assets

(197)

2,449

6.02.04

Sales of Property and Equipment

1,225

-

6.03

Net Cash provided by (used in) from Financing Activities

(24,218)

572,865

6.03.01

Capital Increase/Decrease

515

-

6.03.02

Additions

323,716

951,100

6.03.03

Payments

(308,918)

(326,639)

6.03.05

Interest Paid

(39,531)

(51,571)

6.03.06

Payment of Dividends

-

(25)

6.05

Net Increase (Decrease) in Cash and Cash Equivalents

(697,372)

184,415

6.05.01

Cash and Cash Equivalents at Beginning of Period

2,328,783

1,757,576

6.05.02

Cash and Cash Equivalents at end of Period

1,631,411

1,941,991

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Individual Quarterly Financial Information / Statement of Changes in Shareholders’ Equity  – 01/01/2012 to 03/31/2012

 

R$ (in thousands)

 

Code

Description

Paid-in

Capital

Capital Reserves, Options Granted and Treasury Shares

Profit

Reserves

Accumulated Profit/Losses

Other Comprehensive Income

Shareholders’
Equity

5.01

Opening Balance

6,129,405

384,342

1,111,526

-

-

7,625,273

5.03

Adjusted Opening Balance

6,129,405

384,342

1,111,526

-

-

7,625,273

5.04

Capital Transactions with Partners

515

7,786

-

-

-

8,301

5.04.01

Capital Increases

515

-

-

-

-

515

5.04.03

Recognized Granted Options

-

7,786

-

-

-

7,786

5.05

Total Comprehensive Income

-

-

-

166,592

-

166,592

5.05.01

Net Income for the period

-

-

-

166,592

-

166,592

5.06

Internal Changes of Shareholders’ Equity

-

-

403

-

-

403

5.06.04

Gain/loss in equity interest

-

-

403

-

-

403

5.07

Closing Balance

6,129,920

392,128

1,111,929

166,592

-

7,800,569

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Individual Quarterly Financial Information /Statement of Changes in Shareholders’ Equity  – 01/01/2011 to 03/31/2011

R$ (in thousands)

 

Code

Description

Paid-in

Capital

Capital Reserves, Options Granted and Treasury Shares

Profit

Reserves

Accumulated Profit/Losses

Other Comprehensive Income

Shareholders’
Equity

5.01

Opening Balance

5,579,259

463,148

1,056,182

-

-

7,098,589

5.03

Adjusted Opening Balance

5,579,259

463,148

1,056,182

-

-

7,098,589

5.04

Capital Transactions with Partners

527,175

(98,756)

(421,500)

-

-

6,919

5.04.03

Recognized Granted Options

-

6,919

-

-

-

6,919

5.04.08

Reserve Capitalization

527,175

(105,675)

(421,500)

-

-

-

5.05

Total Comprehensive Income

-

-

-

132,400

-

132,400

5.05.01

Net Income for the period

-

-

-

132,400

-

132,400

5.06

Internal Changes of Shareholders’ Equity

-

-

(2,360)

-

-

(2,360)

5.06.06

Gain/loss in Equity Interest

-

-

(2,360)

-

-

(2,360)

5.07

Closing Balance

6,106,434

364,392

632,322

132,400

-

7,235,548

 

 

 

 

 

 

 

 

 

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Individual Quarterly Financial Information /Statement of Value Added

 

R$ (in thousands)

 

Code

Description  

YTD Current

Year

1/1/2012 to 03/31/2012

YTD Previous

Year

1/1/2011 to 03/31/2011

7.01

Revenues

4,677,916

4,287,212

7.01.01

Sales of Goods, Products and Services

4,652,885

4,275,339

7.01.02

Other Revenues

26,235

15,554

7.01.04

Allowance for/Reversal of Doubtful Accounts

(1,204)

(3,681)

7.02

Raw materials acquired from Third Parties

(3,655,025)

(3,549,403)

7.02.01

Costs of Products, Goods and Services Sold

(3,283,802)

(3,201,397)

7.02.02

Materials, Energy, Outsourced Services and Other

(371,223)

(348,006)

7.03

Gross Added Value

1,022,891

737,809

7.04

Retention

(84,083)

(71,132)

7.04.01

Depreciation and Amortization

(84,083)

(71,132)

7.05

Net Added Value Produced

938,808

666,677

7.06

Added Value Received in Transfers

135,512

114,700

7.06.01

Equity Pickup

53,188

36,660

7.06.02

Financial Income

82,324

78,040

7.07

Total Added Value to Distribute

1,074,320

781,377

7.08

Distribution of Added Value

1,074,320

781,377

7.08.01

Personnel

406,977

345,191

7.08.01.01

Direct Compensation

277,323

235,434

7.08.01.02

Benefits

97,989

81,606

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

24,936

21,255

7.08.01.04

Other

6,729

6,896

7.08.02

Taxes, Fees and Contributions

212,080

18,966

7.08.02.01

Federal

142,697

18,418

7.08.02.02

State

38,603

(20,870)

7.08.02.03

Municipal

30,780

21,418

7.08.03

Value Distributed to Providers of Capital

288,671

284,820

7.08.03.01

Interest

198,819

201,814

7.08.03.02

Rentals

89,852

83,006

7.08.04

Value Distributed to Shareholders

166,592

132,400

7.08.04.03

Retained Earnings for the period

166,592

132,400

 

 

Page 11 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Consolidated Quarterly Financial Information /Balance Sheet - Assets

 

R$ (in thousands)

  

Code

Description

Current Quarter

03/31/2012

Previous Year

12/31/2011

1

Total Assets

32,030,167

33,769,005

1.01

Current Assets

15,465,684

17,276,223

1.01.01

Cash and Cash Equivalents

3,745,811

4,969,955

1.01.03

Accounts Receivable

5,274,634

5,716,952

1.01.03.01

Trade Accounts Receivable

5,039,739

5,437,500

1.01.03.02

Other Accounts Receivable

234,895

279,452

1.01.04

Inventories

5,177,976

5,552,769

1.01.06

Recoverable Taxes

1,031,675

907,702

1.01.06.01

Current Recoverable Taxes

1,031,675

907,702

1.01.07

Prepaid Expenses

214,698

105,794

1.01.08

Other Current Assets

20,890

23,051

1.01.08.03

Other

20,890

23,051

1.02

Noncurrent Assets

16,564,483

16,492,782

1.02.01

Long-Term Assets

3,893,445

3,855,049

1.02.01.03

Accounts Receivable

655,150

662,854

1.02.01.03.01

Trade Accounts Receivable

543,308

555,841

1.02.01.03.02

Other Accounts Receivable

111,842

107,013

1.02.01.06

Deferred Taxes

1,210,605

1,249,687

1.02.01.06.01

Deferred Income and Social Contribution Taxes

1,210,605

1,249,687

1.02.01.07

Prepaid Expenses

41,081

36,899

1.02.01.08

Receivables from Related Parties

151,729

133,584

1.02.01.08.03

Receivables from Controlling Shareholders

72,925

-

1.02.01.08.04

Receivables from Other Related Parties

78,804

133,584

1.02.01.09

Other Noncurrent Assets

1,834,880

1,772,025

1.02.01.09.04

Recoverable Taxes

721,134

729,998

1.02.01.09.05

Escrow Deposits

809,407

737,688

1.02.01.09.07

Option to purchase - Bartira

304,339

304,339

1.02.02

Investments

258,102

253,250

1.02.02.01

Equity Interest

258,102

253,250

1.02.02.01.02

Interest in Subsidiaries

257,643

252,790

1.02.02.01.04

Other Equity Interest

459

460

1.02.03

Property and Equipment

7,436,281

7,358,250

1.02.03.01

In operation

6,901,890

6,827,551

1.02.03.02

Leased

176,775

185,025

1.02.03.03

In Progress

357,616

345,674

1.02.04

Intangible Assets

4,976,655

5,026,233

1.02.04.01

Intangible Assets

4,976,655

5,026,233

1.02.04.01.02

Intangible Assets

4,976,655

5,026,233

 

 

Page 12 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Consolidated Quarterly Financial Information /Balance Sheet – Liabilities

 

R$ (in thousands)

Code

Description

Current Quarter

03/31/2012

Previous Year

12/31/2011

2

Total Liabilities

32,030,167

33,769,005

2.01

Current Liabilities

11,445,014

13,501,202

2.01.01

Payroll and Labor Liabilities

712,236

758,663

2.01.01.01

Payroll Liabilities

72,236

96,376

2.01.01.02

Labor Liabilities

640,000

662,287

2.01.02

Trade Accounts Payable

4,715,630

6,220,599

2.01.02.01

Local Trade Payable

4,672,436

6,171,638

2.01.02.02

Foreign Trade Payable

43,194

48,961

2.01.03

Tax Liabilities

198,995

332,416

2.01.03.01

Federal Tax Liabilities

189,407

324,826

2.01.03.01.01

Income and Social Contribution Taxes Payable

49,024

151,052

2.01.03.01.02

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

140,383

173,774

2.01.03.03

Municipal Tax Liabilities

9,588

7,590

2.01.04

Loans and Financings

4,653,743

4,917,498

2.01.04.01

Loans and Financings

4,050,558

4,334,011

2.01.04.01.01

In Local Currency

4,035,889

3,778,186

2.01.04.01.02

In Foreign Currency

14,669

555,825

2.01.04.02

Debentures

527,368

501,844

2.01.04.03

Financing by Leasing

75,817

81,643

2.01.05

Other Liabilities

978,994

1,005,942

2.01.05.01

Related Parties

87,882

86,036

2.01.05.01.01

Debts with Subsidiaries

7,084

11,764

2.01.05.01.03

Debts with Controlling Shareholders

12,932

15,772

2.01.05.01.04

Debts with Other Related Parties

67,866

58,500

2.01.05.02

Other

891,112

919,906

2.01.05.02.01

Dividends

103,396

103,396

2.01.05.02.04

Public Utilities

20,661

18,917

2.01.05.02.05

Rent

42,229

48,991

2.01.05.02.06

Advertising

87,910

89,682

2.01.05.02.07

Transfer to Third Parties

184,332

158,134

2.01.05.02.08

Financing by Purchase of Assets

14,211

14,211

2.01.05.02.09

Other Accounts Payable

382,082

431,746

2.01.05.02.10

Companies Acquisition

56,291

54,829

2.01.06

Provisions

185,416

266,084

2.01.06.02

Other Provisions

185,416

266,084

2.01.06.02.02

Provisions for Restructuring

12,274

12,957

2.01.06.02.05

Taxes Payable by Installments

94,397

171,212

2.01.06.02.06

Deferred Revenues

78,745

81,915

2.02

Noncurrent Liabilities

10,319,666

10,173,378

2.02.01

Loans and Financings

6,322,131

6,240,900

2.02.01.01

Loans and Financings

3,844,975

3,908,594

2.02.01.01.01

In Local Currency

2,970,988

3,097,465

2.02.01.01.02

In Foreign Currency

873,987

811,129

2.02.01.02

Debentures

2,298,159

2,137,518

2.02.01.03

Financing by Leasing

178,997

194,788

2.02.02

Other Liabilities

1,822,014

1,756,076

2.02.02.02

Other

1,822,014

1,756,076

2.02.02.02.03

Taxes Payable by Installments

1,302,074

1,291,810

2.02.02.02.04

Other Accounts Payable

326,268

275,664

2.02.02.02.05

Companies Acquisition

193,672

188,602

2.02.03

Deferred Taxes

1,107,392

1,114,873

       

 

 

 

Page 13 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Consolidated Quarterly Financial Information /Balance Sheet – Liabilities

 

R$ (in thousands)

  

Code

Description

 

Current Quarter

03/31/2012

 

Previous Year

12/31/2011

2.02.03.01

Deferred Income and Social Contribution Taxes

1,107,392

1,114,873

2.02.04

Provisions for Contingencies

700,628

680,123

2.02.04.01

Tax, Social Security, Labor and Civil Provisions

700,628

680,123

2.02.04.01.01

Tax Provisions

384,512

375,510

2.02.04.01.02

Social security and labor Provisions

142,336

132,853

2.02.04.01.03

Employee Benefits Provision

52,178

48,669

2.02.04.01.04

Civil Provisions

121,602

123,091

2.02.06

Unformed Revenues

367,501

381,406

2.02.06.02

Unformed Revenues

367,501

381,406

2.03

Consolidated Shareholders’ Equity

10,265,487

10,094,425

2.03.01

Paid-in Capital Stock

6,129,920

6,129,405

2.03.02

Capital Reserves

392,128

384,342

2.03.02.02

Special Goodwill Reserve

238,930

238,930

2.03.02.04

Granted Options

145,800

138,014

2.03.02.07

Capital Reserve

7,398

7,398

2.03.04

Profit Reserves

1,111,929

1,111,526

2.03.04.01

Legal Reserve

248,249

248,249

2.03.04.05

Profit Retention Reserve

80,550

80,147

2.03.04.10

Expansion Reserve

783,130

783,130

2.03.05

Retained Earnings/ Accumulated Losses

166,592

-

2.03.09

Non-Controlling Interest

2,464,918

2,469,152

 

 

Page 14 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Consolidated Quarterly Financial Information /Statement of Income

 

R$ (in thousands)

 

Code

Description  

YTD Current

Year

1/1/2012 to 03/31/2012

YTD Previous

Year

1/1/2011 to 03/31/2011

3.01

Gross Sales from Goods and/or Services

12,147,451

10,868,794

3.02

Cost of Goods Sold and/or Services Sold

(8,891,241)

(8,020,396)

3.03

Gross Profit

3,256,210

2,848,398

3.04

Operating Income/Expenses

(2,674,607)

(2,425,217)

3.04.01

Selling Expenses

(2,060,628)

(1,880,203)

3.04.02

General and Administrative

(437,336)

(385,379)

3.04.04

Other Operating Income

10,756

2,354

3.04.04.01

Income with Permanent Assets

6,727

486

3.04.04.02

Other Operating Income/Expenses

4,029

1,834

3.04.04.03

Noncurrent Income

-

34

3.04.05

Other Operating Expenses

(192,251)

(172,536)

3.04.05.01

Depreciation/Amortization

(186,445)

(158,151)

3.04.05.02

Other Operating Expenses

(5,806)

(14,385)

3.04.06

Equity Pickup

4,852

10,547

3.05

Income before Financial Income and Taxes

581,603

423,181

3.06

Net Finance Expenses

(335,750)

(325,725)

3.06.01

Financial Income

145,624

133,372

3.06.02

Financial Expenses

(481,374)

(459,097)

3.07

Earnings Before Income Taxes

245,853

97,456

3.08

Income and Social Contribution Taxes on Income

(83,682)

13,394

3.08.01

Current

(52,081)

(18,159)

3.08.02

Deferred

(31,601)

31,553

3.09

Net Income from Continued Operations

162,171

110,850

3.11

Consolidated Net Income/Loss for the period

162,171

110,850

3.11.01

Attributed to Partners of Parent Company

166,592

132,400

3.11.02

Attributed to Non-Controlling Shareholders

(4,421)

(21,550)

3.99

Earnings per Share - (Reais / Share)

 

 

3.99.01

Earnings Basic per Share

 

 

3.99.01.01

ON

0.60000

0.41000

3.99.01.02

PN

0.66000

0.45000

3.99.02

Earnings Diluted per Share

 

 

3.99.02.01

ON

0.60000

0.41000

3.99.02.02

PN

0.66000

0.44000

 

 

 

Page 15 of 153


 

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

                                                                           

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Consolidated Quarterly Financial Information / Comprehensive Income for the Period

 

R$ (in thousands)

Code

Description  

YTD Current

Year

1/1/2012 to 03/31/2012

YTD Previous

Year

1/1/2011 to 03/31/2011

4.01

Net Income for the Period

162,171

110,850

4.03

Comprehensive Income for the Period

162,171

110,850

4.03.01

Attributed to controlling shareholders

166,592

132,400

4.03.02

Attributed to Non-Controlling Shareholders

(4,421)

(21,550)

 

 

 

Page 16 of 153


 

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

                                                                           

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

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

 

R$ (in thousands)

 

Code

Description  

YTD Current

Year

1/1/2012 to 03/31/2012

YTD Previous

Year

1/1/2011 to 03/31/2011

6.01

Cash Flow provided by Operating Activities

(562,349)

(2,447,626)

6.01.01

Cash Generated in the Operations

771,585

513,096

6.01.01.01

Net Income for the Period

162,171

110,850

6.01.01.02

Deferred Income Tax

31,601

(31,553)

6.01.01.03

Income with Permanent Assets written-off

(6,727)

7,089

6.01.01.04

Depreciation/Amortization

193,835

158,151

6.01.01.05

Finance charge

300,302

264,227

6.01.01.06

Adjustment to Present Value

23,419

(4,216)

6.01.01.07

Equity Pickup

(4,852)

(10,547)

6.01.01.08

Payment Provision for Contingencies

12,981

26,712

6.01.01.09

Provision for Write-offs and Losses in Property and Equipment

(1,959)

(698)

6.01.01.10

Payment for Share-Based

7,784

(6,919)

6.01.01.11

Allowance for doubtful accounts

53,030

-

6.01.02

Changes in Assets and Liabilities

(1,333,934)

(2,960,722)

6.01.02.01

Accounts Receivable

399,394

(420,350)

6.01.02.02

Inventories

350,166

(20,088)

6.01.02.03

Recoverable Taxes

(116,204)

(193,699)

6.01.02.04

Other Assets

(110,925)

(196,177)

6.01.02.05

Related Parties

32,645

(10,230)

6.01.02.06

Escrow Deposits

(66,873)

(117,510)

6.01.02.07

Marketable securities

-

(1,360,409)

6.01.02.08

Trade accounts payables

(1,563,128)

(696,166)

6.01.02.09

Payroll Charges

(46,427)

(65,087)

6.01.02.10

Taxes and social contributions payable

(123,157)

41,037

6.01.02.11

Contingencies

(15,199)

(6,575)

6.01.02.12

Other Accounts Payable

(74,226)

84,532

6.02

Cash flow used in Investing Activities

(201,535)

(264,107)

6.02.01

Companies Acquisition

6,532

-

6.02.02

Capital Increase in Subsidiaries

-

82,008

6.02.03

Acquisition of Property and Equipment

(228,182)

(286,664)

6.02.04

Increase Intangible Assets

(7,818)

(59,451)

6.02.05

Sales of Property and Equipment

27,933

-

6.03

Net Cash provided by (used in) from Financing Activities

(460,260)

880,483

6.03.01

Capital Increase/Decrease

515

-

6.03.02

Additions

1,785,355

2,127,086

6.03.03

Payments

(2,123,720)

(1,188,862)

6.03.04

Interest Paid

(122,410)

(57,716)

6.03.05

Payment of Dividends

-

(25)

6.05

Net Increase (Decrease) in Cash and Cash Equivalents

(1,224,144)

(1,831,250)

6.05.01

Cash and Cash Equivalents at Beginning of Period

4,969,955

5,419,176

6.05.02

Cash and Cash Equivalents at end of Period

3,745,811

3,587,926

 

 

Page 17 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 Version: 1

 

 

Consolidated Quarterly Financial Information /Statement of Changes in Shareholders’ Equity  – 01/01/2012 to 03/31/2012

 

R$ (in thousands)

Code

Description

Paid-in

Capital

Capital Reserves, Options Granted and Treasury Shares

Profit

Reserves

Accumulated Profit/Losses

Other Comprehensive Income

Shareholders’ Equity

Non-

Controlling Interest

Consolidated

Shareholders’

Equity

5.01

Opening Balance

6,129,405

384,342

1,111,526

-

-

7,625,273

2,469,152

10,094,425

5.03

Adjusted Opening Balance

6,129,405

384,342

1,111,526

-

-

7,625,273

2,469,152

10,094,425

5.04

Capital Transactions with Partners

515

7,786

-

-

-

8,301

-

8,301

5.04.01

Capital Increases

515

-

-

-

-

515

-

515

5.04.03

Recognized Granted Options

-

7,786

-

-

-

7,786

-

7,786

5.05

Total Comprehensive Income

-

-

-

166,592

-

166,592

(4,421)

162,171

5.05.01

Net Income for the Period

-

-

-

166,592

-

166,592

(4,421)

162,171

5.06

Internal Changes of Shareholders’ Equity

-

-

403

-

-

403

187

590

5.06.05

Gain/loss in equity interest

-

-

403

-

-

403

187

590

5.07

Closing Balance

6,129,920

392,128

1,111,929

166,592

-

7,800,569

2,464,918

10,265,487

 

 

 

 

Page 18 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 Version: 1

 

 

Consolidated Quarterly Financial Information /Statement of Changes in Shareholders’ Equity – 01/01/2011 to 03/31/2011

 

R$ (in thousands)

Code

Description

Paid-in

Capital

Capital Reserves, Options Granted and Treasury Shares

Profit

Reserves

Accumulated Profit/Losses

Other Comprehensive Income

Shareholders’ Equity

Non-

Controlling Interest

Consolidated

Shareholders’

Equity

5.01

Opening Balance

5,579,259

463,148

1,056,182

-

-

7,098,589

2,485,181

9,583,770

5.03

Adjusted Opening Balance

5,579,259

463,148

1,056,182

-

-

7,098,589

2,485,181

9,583,770

5.04

Capital Transactions with Partners

527,175

(98,756)

(421,500)

-

-

6,919

-

6,919

5.04.03

Recognized Granted Options

-

6,919

-

-

-

6,919

-

6,919

5.04.08

Reserve Capitalization

527,175

(105,675)

(421,500)

-

-

-

-

-

5.05

Total Comprehensive Income

-

-

-

132,400

-

132,400

(21,550)

110,850

5.05.01

Net Income for the Period

-

-

-

132,400

-

132,400

(21,550)

110,850

5.06

Internal Changes of Shareholders’ Equity

-

-

(2,360)

-

-

(2,360)

8,436

6,076

5.06.06

Gain/loss in Equity Interest

-

-

(2,360)

-

-

(2,360)

-

(2,360)

5.06.07

Non-Controlling Interest

-

-

-

-

-

-

8,436

8,436

5.07

Closing Balance

6,106,434

364,392

632,322

132,400

-

7,235,548

2,472,067

9,707,615

 

 

 

 

Page 19 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 Version: 1

 

 

Consolidated Quarterly Financial Information /Statement of Value Added

 

R$ (in thousands)

Code

Description  

YTD Current

Year

1/1/2012 to 03/31/2012

YTD Previous

Year

1/1/2011 to 03/31/2011

7.01

Revenues

13,646,012

12,361,134

7.01.01

Sales of Goods, Products and Services

13,659,566

12,373,212

7.01.02

Other Revenues

41,244

27,167

7.01.04

Allowance for/Reversal of Doubtful Accounts

(54,798)

(39,245)

7.02

Raw materials Acquired from Third Parties

(10,640,610)

(9,463,606)

7.02.01

Costs of Products, Goods and Services Sold

(9,455,839)

(8,320,901)

7.02.02

Materials, Energy, Outsourced Services and Other

(1,184,771)

(1,142,705)

7.03

Gross Added Value

3,005,402

2,897,528

7.04

Retention

(193,835)

(164,122)

7.04.01

Depreciation and Amortization

(193,835)

(164,122)

7.05

Net Added Value Produced

2,811,567

2,733,406

7.06

Added Value Received in Transfers

150,476

143,919

7.06.01

Equity Pickup

4,852

10,547

7.06.02

Financial Income

145,624

133,372

7.07

Total Added Value to Distribute

2,962,043

2,877,325

7.08

Distribution of Added Value

2,962,043

2,877,325

7.08.01

Personnel

1,364,271

1,197,559

7.08.01.01

Direct Compensation

967,092

916,697

7.08.01.02

Benefits

217,254

180,329

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

84,977

88,440

7.08.01.04

Other

94,948

12,093

7.08.01.04.01

Interest

94,948

12,093

7.08.02

Taxes, Fees and Contributions

669,215

842,954

7.08.02.01

Federal

364,664

310,262

7.08.02.02

State

237,886

484,646

7.08.02.03

Municipal

66,665

48,046

7.08.03

Value Distributed to Providers of Capital

766,389

725,962

7.08.03.01

Interest

481,373

459,097

7.08.03.02

Rentals

285,016

266,865

7.08.04

Value Distributed to Shareholders

(4,421)

(21,550)

7.08.04.04

Non-Controlling Interest in Retained Earnings

(4,421)

(21,550)

7.08.05

Other

166,589

132,400

7.08.05.01

Company’s Shareholders

166,589

132,400

 

 

 

Page 20 of 153


 

 

 

1Q12 Results

Consolidated net income totaled R$167 million in 1Q12


São Paulo, Brazil, May 7, 2012 - Grupo Pão de Açúcar [BM&FBOVESPA: PCAR4 (PN); NYSE: CBD] and Via Varejo S.A. [BM&FBOVESPA: VVAR3] announce their results for the first quarter of 2012 (1Q12) as follows: GPA Food’s operations comprise supermarkets (Pão de Açúcar and Extra Supermercado), hypermarkets (Extra), neighborhood stores (Minimercado Extra), cash-and-carry stores (Assaí), gas stations and drugstores; while GPA Consolidated’s operations comprise GPA Food and Viavarejo (Casas Bahia and Ponto Frio's bricks-and-mortar stores and NovaPontocom's e-commerce stores: Extra.com.br, PontoFrio.com.br and Casasbahia.com.br).

 

GPA Food

Gross sales up 11.0% in 1Q12

GPA Food recorded a 1Q12 EBITDA margin of 7.4%

§  Gross sales totaled R$7,371 million, up 11.0% over 1Q11

§  Gross profit of R$1,726 million, up 12.3% over 1Q11

§  EBITDA of R$493 million, up 16.9% year-on-year

§  Net income of R$161 million, a 10.9% improvement over 1Q11

 

GPA Consolidated

EBITDA totaled R$758 million in 1Q12, up 30.1% over 1Q11, with margin at 6.2%

Net income totaled R$167 million, up 25.8% over 1Q11

§  Gross sales of R$13,660 million, up 10.4% over 1Q11

§  Gross profit of R$3,256 million, up 14.3% year-on-year

§  EBITDA of R$758 million, up 30.1% over 1Q11

§   Net income of R$167 million, a 25.8% improvement over 1Q11

Highlights

 

             

 

GPA Food

GPA Consolidated

 

 

(R$ million)(1)

1Q12

1Q11

Δ

 

1Q12

1Q11

Δ

 

             

Gross Sales Revenue

7,371

6,640

11.0%

 

13,660

12,373

10.4%

Net Sales Revenue

6,656

5,984

11.2%

 

12,147

10,869

11.8%

Gross Profit

1,726

1,537

12.3%

 

3,256

2,848

14.3%

Gross Margin

25.9%

25.7%

20 bps

 

26.8%

26.2%

60 bps

EBITDA (3)

493

422

16.9%

 

758

583

30.1%

EBITDA Margin

7.4%

7.1%

30 bps

 

6.2%

5.4%

80 bps

Net Financial Revenue (Expenses)

(142)

(162)

-11.9%

 

(336)

(326)

3.1%

% of net sales revenue

2.1%

2.7%

-60 bps

 

2.8%

3.0%

-20 bps

Net Income - Controlling Shareholders (2)

161

146

10.9%

 

167

132

25.8%

Net Margin

2.4%

2.4%

0 bps

 

1.4%

1.2%

20 bps

               

(1) Totals may not tally as the figures are rounded off and all margins were calculated as percentage of net sales revenue.

     

(2) Net Income after minority interest.

       

(3) Earnings before Interest, Taxes, Depreciation, Amortization and Net Financial Revenue (Expenses)

       

 

 

Page 21 of 153


 

PERFORMANCE BY SEGMENT

 

The Company operates in an integrated manner in two business segments, as shown below:

 

 

GPA Food

 

Electro

 
 
             

Retail

Supermarkets

 

 

 

Hypermarket

 

 

 

Proximity

 

 

 

Gas Station and Drugstores

 

   

Cash and Carry

Cash and Carry

 

   
             

 

 

SALES PERFORMANCE

GPA Food and GPA Consolidated

 

 

GPA Food

 

GPA Food

 

GPA Consolidated

                   
   

Retail

 

Cash and Carry

 
                               

(R$ million)

1Q12

1Q11

Δ

 

1Q12

1Q11

Δ

 

1Q12

1Q11

Δ

 

1Q12

1Q11

Δ

                               

Gross Sales Revenue

7,371

6,640

11.0%

 

6,240

5,730

8.9%

 

1,131

910

24.2%

 

13,660

12,373

10.4%

Net Sales Revenue

6,656

5,984

11.2%

 

5,621

5,158

9.0%

 

1,035

827

25.2%

 

12,147

10,869

11.8%

Gross 'Same-Store' Sales Revenue

9.3%

5.6%

                   

9.6%

6.8%

 

Food

9.4%

3.6%

                         

Non-food

9.2%

11.6%

                         

 

GPA Food

GPA Food’s gross sales increased 11.0% in 1Q12 over 1Q11. Gross same-store sales revenue were up 9.3%. In real terms, i.e. deflated by the IPCA inflation index, sales were up 4.1%. The main factors which contributed to this increase were:

 

4   Retail: gross sales increased 8.9% over 1Q11, chiefly due to the following factors:

§   The food category, in which grocery and perishables posted similar growth;

§   The non-food category, in which the highlight was the textile segment at Extra, due to the adoption of the new strategy for the Fall/Winter collection. The campaign to launch the collection was notable for the participation of actress Camila Pitanga, with garments by designer Marcelo Sommer;

§   The top performers among the Group’s formats were Extra Supermercado and Minimercado Extra, whose gross same-store sales revenue increased above the Group’s average;

 

 

 

 

 

Page 22 of 153


 

 

§   The Company opened one Extra Hiper store and converted five Extra Fácil stores into Minimercado Extra. Another 14 stores are under construction.

4   Cash-and-carry: gross sales increased by 24.2%, chiefly due to:

§   The repositioning of Assaí’s assortment, a process that began in the second half of 2011, for adjusting the assortment to the target publics (processors, distributors and users), benefiting average ticket growth;

§   The opening of one store in São Paulo.

GPA Consolidated

4    Consolidated gross sales totaled R$13,660 million in 1Q12, up 10.4% over 1Q11. In addition to GPA Food, as mentioned above, the performance of Viavarejo also contributed to this result. Casas Bahia and Ponto Frio implemented new marketing campaigns for their bricks-and-mortar stores and continued to revise and adjust their assortments and reorganize their stores to adapt to the new positioning. E-commerce also contributed to this growth, strengthening the importance of the purchasing experience as a competitive advantage.

 

Operating Performance

GPA Food and GPA Consolidated

 

GPA Food

 

GPA Food

 

GPA Consolidated

                   
   

Retail

 

Cash and Carry

 
                               

(R$ million)

1Q12

1Q11

Δ

 

1Q12

1Q11

Δ

 

1Q12

1Q11

Δ

 

1Q12

1Q11

Δ

                               

Net Sales Revenue

6,656

5,984

11.2%

 

5,621

5,158

9.0%

 

1,035

827

25.2%

 

12,147

10,869

11.8%

Gross Profit

1,726

1,537

12.3%

 

1,575

1,421

10.8%

 

151

116

30.8%

 

3,256

2,848

14.3%

Gross Margin

25.9%

25.7%

20 bps

 

28.1%

27.6%

50 bps

 

14.6%

14.0%

60 bps

 

26.8%

26.2%

60 bps

Selling Expenses

(1,039)

(938)

10.8%

 

(938)

(842)

11.4%

 

(101)

(95)

6.0%

 

(2,061)

(1,880)

9.6%

General and Administrative Expenses

(193)

(177)

9.4%

 

(183)

(167)

9.2%

 

(11)

(9)

13.7%

 

(437)

(385)

13.5%

Total Operating Expenses

(1,233)

(1,115)

10.6%

 

(1,121)

(1,010)

11.0%

 

(112)

(105)

6.7%

 

(2,498)

(2,266)

10.3%

% of Net Sales Revenue

18.5%

18.6%

-10 bps

 

20.0%

19.6%

-40 bps

 

10.8%

12.7%

-190 bps

 

20.6%

20.8%

-20 bps

EBITDA

493

422

16.9%

 

454

411

10.3%

 

40

11

261.9%

 

758

583

30.1%

EBITDA Margin

7.4%

7.1%

30 bps

 

8.1%

8.0%

10 bps

 

3.8%

1.3%

250 bps

 

6.2%

5.4%

80 bps

 

GPA Food

In 1Q12, EBITDA totaled R$493 million, up 16.9% over 1Q11, with margin at 7.4%.

4   Retail: the EBITDA margin reached 8.1%, up 10 bps over 1Q11, due to:

§    A 50-bps gain in the gross margin as a result of: (i) continuous process of improving negotiations with suppliers; (ii) the improved sales mix and changes in the new consumption habits of Brazil’s middle class. This performance was in line with that in previous quarters.

§   Total operating expenses as a percentage of net sales revenue grew by 40 bps, chiefly due to the increase in personnel expenses as a result of the collective bargaining agreement, which was above inflation (as measured by the IPCA consumer price index), as well as higher marketing expenses in the period.

 

4   Cash-and-carry: the EBITDA margin came to 3.8%, a 250 bps improvement over 1Q11, due to:

§    A 60 bps gain in the gross margin, due to changes in the assortment for favoring a more profitable mix, with a focus on the channels aimed at processors, distributors and users. These initiatives enable scale gains and access to advantageous negotiations with suppliers. The sales area was also restructured, streamlining inventory management and increasing store productivity. The format adjustments also led to gains due to a reduction in logistics costs.

§   A reduction of 190 bps in total operating expenses as a percentage of net sales revenue, chiefly due to the upturn in sales as a result of store maturation and the dilution of fixed expenses, as well as the elimination of the bakery and butcher’s sections as of the second half of 2011.

 

 

Page 23 of 153


 

 

GPA Consolidated

4  In 1Q12, consolidated EBITDA totaled R$758 million, up 30.1% over 1Q11, due to the previously-mentioned operational improvement at GPA Food, and progress in Viavarejo’s integration process, which centralized purchasing negotiations and operating expenses, leading to gross margin gains and reduction in expenses.

 

Financial Performance and Debt

GPA Food and GPA Consolidated

Financial Result

 

 

GPA Food

 

GPA Consolidated

   
   

(R$ million)

1Q12

1Q11

Δ

 

1Q12

1Q11

Δ

               

Financial Revenue

106

92

14.6%

 

146

133

9.2%

Financial Expenses

(248)

(254)

-2.2%

 

(481)

(459)

4.9%

Net Financial Revenue (Expenses)

(142)

(162)

-11.9%

 

(336)

(326)

3.1%

% of Net Sales Revenue

2.1%

2.7%

-60 bps

 

2.8%

3.0%

-20 bps

 

 

 

 

 

 

 

 

Charges on Net Bank Debt

(79)

(84)

-5.3%

 

(83)

(98)

-15.1%

Cost of Discount of Receivables

(30)

(48)

-38.1%

 

(218)

(195)

11.6%

Restatement of Other Assets and Liabilities

(34)

(30)

11.3%

 

(35)

(32)

6.9%

Net Financial Revenue (Expenses)

(143)

(162)

-11.9%

 

(336)

(325)

3.1%

 

GPA Food

4   The net financial expense was R$142 million in 1Q12, equivalent to 2.1% of net sales revenue, down 60 bps over 1Q11. The financial result was comprised of:

§   R$79 million in charges on the net bank debt, equivalent to 1.1% of net sales revenue, down 30 bps over 1Q11 (1.4%), favored by the reduction in interest rates;

§   R$30 million in discounted receivables cost, equivalent to 0.5% of net sales revenue, down 30 bps over 1Q11 (0.8%), also due to the continuous optimization of payment conditions and the decline in interest rates;

§   R$34 million in restatement of other assets and liabilities, which accounted for 0.5% of net sales revenue, stable from 1Q11 (0.5%).

GPA Consolidated

4   The net financial result was an expense of R$336 million, equivalent to 2.8% of net sales revenue, down 20 bps over 1Q11. The financial result was comprised of:

§   R$83 million in charges on the net bank debt totaling, equivalent to 0.7% of net sales revenue, down 20 bps over 1Q11 (0.9%). As with GPA Food, the reduction in interest rates was the main contributing factor to the reduction in the period.

§   R$218 million in payment book and credit card receivables discounting costs, equivalent to 1.8% of net sales revenue, stable in comparison with that in 1Q11 (1.8%).

§   R$35 million in restatement of other assets and liabilities, which accounted for 0.3% of net sales revenue, stable from 1Q11 (0.3%).

 

 

Page 24 of 153


 

 

Indebtedness

GPA Food and GPA Consolidated

 

GPA Food

 

GPA Consolidated

   
   

(R$ million)

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

           

Short Term Debt

(2,382)

(2,059)

 

(2,442)

(2,654)

Loans and Financing - short term

(1,859)

(1,557)

 

(1,915)

(2,153)

Debentures - short term

(523)

(502)

 

(527)

(502)

Long Term Debt

(3,199)

(3,503)

 

(3,827)

(3,691)

Loans and Financing- long term

(1,302)

(1,365)

 

(1,529)

(1,554)

Debentures - long term

(1,896)

(2,138)

 

(2,298)

(2,138)

Total Gross Debt

(5,581)

(5,562)

 

(6,269)

(6,346)

Cash and Marketable Securities

2,831

3,544

 

3,746

4,970

Net Debt

(2,750)

(2,017)

 

(2,523)

(1,376)

Net Debt / EBITDA(1)

1.36x

1.04x

 

0.78x

0.45x

Payment book - short term

-

-

 

(2,211)

(2,263)

Payment book - long term

-

-

 

(112)

(129)

Net Debt with payment book(2)

-

-

 

(4,847)

(3,768)

Net Debt / EBITDA(1)

1.36x

1.04x

 

1.51x

1.24x

           

(1) EBITDA for the last 12 months

         

 

 

GPA Food

4     GPA Food’s net debt totaled R$2,750 million as of 03/31/2012, up R$733 million over 12/31/2011. This increase was mainly due to the lower cash generation, which usually happens in the first quarter, especially when compared with the fourth quarter, period in which sales volume is higher and which carries a key seasonal factor. The net-debt-to-EBITDA ratio stood at 1.36x in 1Q12.

GPA Consolidated

4    Net debt totaled R$4,847 million as of 03/31/2012, up R$1,079 million over 12/31/2011. The net-debt-to-EBITDA ratio was 1.51x.

 

 

 

 

 

Page 25 of 153


 

 

Net Income

1Q12 - GPA Food and GPA Consolidated

 

GPA Food

 

GPA Food

 

GPA Food

                   
   

Retail

 

Cash and Carry

 
                               

(R$ million)

1Q12

1Q11

Δ

 

1Q12

1Q11

Δ

 

1Q12

1Q11

Δ

 

1Q12

1Q11

Δ

                               

EBITDA

493

422

16.9%

 

454

411

10.3%

 

40

11

261.9%

 

758

583

30.1%

Depreciation and Amortization

(147)

(125)

17.8%

 

(137)

(118)

15.9%

 

(10)

(7)

 

 

(186)

(158)

17.9%

Net Financial Revenue (Expenses)

(142)

(162)

-11.9%

 

(135)

(144)

-6.8%

 

(8)

(17)

 

 

(336)

(326)

3.1%

Equity Income

4

7

 

 

4

7

 

 

-

-

 

 

5

11

-54.0%

Result from Permanent Assets

(10)

0

 

 

(10)

0

 

 

(0)

0

 

 

7

3

126.5%

Other Operating Revenue (Expenses)

0

(6)

 

 

0

(6)

 

 

-

-

 

 

(2)

(15)

-88.2%

Income Before Income Tax

198

138

43.5%

 

177

151

17.1%

 

21

(13)

 

 

246

97

152.3%

Income Tax

(51)

(2)

 

 

(45)

(6)

 

 

(6)

4

 

 

(84)

13

 

Minority Interest - Noncontrolling

14

10

41.7%

 

14

10

41.7%

 

-

-

 

 

4

22

-79.5%

Net Income (1) - Controlling Shareholders

161

146

10.9%

 

146

155

-5.8%

 

15

(9)

 

 

167

132

25.8%

Net Margin

2.4%

2.4%

0 bps

 

2.6%

3.0%

-40 bps

 

1.5%

1.1%

 

 

1.4%

1.2%

20 bps

 

GPA Food

4   In 1Q12, operating income before income tax totaled R$198 million, up 43.5% over 1Q11. The increase reflects the operational improvement in all formats and strict control over operating and financial expenses.

4   Net income totaled R$162 million in the quarter, up 10.9% over 1Q11. The increase in net income was lower than that of operating income before income tax due to a lower effective income tax rate in 1Q11.

 

GPA Consolidated

4   In 1Q12, consolidated net income totaled R$167 million, with margin at 1.4%. Net income was up 25.8% over 1Q11, reflecting the continuing operational improvements in GPA Food and Via Varejo.

Cash Flow

GPA Food and GPA Consolidated

   

GPA Food

 

GPA Consolidated

     
     

(R$ million)

 

1Q12

1Q11

Δ

 

1Q12

1Q11

Δ

                 

Cash Balance at beginning of period

 

3,544

2,468

1,076

 

4,970

4,426

544

 

 

 

 

 

 

 

 

 

Cash Flow from operating activities

 

(328)

(245)

(83)

 

(562)

(1,454)

892

EBITDA

 

493

422

71

 

758

583

175

Cost of Discount of Receivables

 

(30)

(48)

18

 

(151)

(165)

14

Working Capital

 

(791)

(619)

(172)

 

(1,170)

(1,872)

702

Cash Flow from Investment Activities

 

(175)

(222)

47

 

(202)

(264)

63

Net CAPEX

 

(209)

(342)

133

 

(236)

(346)

110

Aquisition and Others

 

34

120

(85)

 

34

82

(48)

Cash Flow from Financing Activities

 

(210)

439

(650)

 

(460)

880

(1,341)

Dividends Payments and Others

 

-

(0)

0

 

-

(0)

0

Net Proceeds

 

(210)

439

(650)

 

(460)

881

(1,341)

 

 

 

 

 

 

 

 

 

Variation of Net Cash Generated

 

(713)

(28)

(685)

 

(1,224)

(838)

(386)

 

 

 

 

 

 

 

 

 

Cash Balance at end of period

 

2,831

2,441

391

 

3,746

3,588

158

 

 

 

 

 

 

 

 

Page 26 of 153


 

 

GPA Food

4  In 1Q12 GPA Food’s cash flow was negative by R$713 million, down R$685 million over 1Q11, basically due to payments due in 1Q12 of debt raised in 2011.

GPA Consolidated

4  Cash flow in 1Q12 stood at R$1,224 million. The R$386 million change stemmed mainly from payments due in 1Q12 related to debt raised in 2011

 

CAPEX

GPA Food and GPA Consolidated

 

GPA Food

 

GPA Consolidated

(R$ million)

1Q12

 

1Q12

 

     

New stores and land acquisition

63

 

76

Store renovations and conversions

52

 

59

Infrastructure and Others

75

 

106

Total

189

 

241

 

GPA Food

4  In 1Q12, CAPEX totaled R$189 million:

§  R$63 million in store openings, construction and land acquisitions;

§  R$52 million in store renovations and conversions; and

§  R$75 million in infrastructure and others;

4  GPA Food opened two new stores in the first quarter, one Extra Hiper and one Assaí. In addition, five Extra Fácil stores were converted to the Minimercado Extra format.

 

GPA Consolidated

4  In 1Q12, investments totaled R$241 million, which include R$52 million in Viavarejo:

§  R$76 million in the construction of new stores;

§  R$59 million in store renovation; and

§  R$106 million in infrastructure;

4  In addition to the opening of the GPA Food stores, the Company also opened two Viavarejo stores, one Casas Bahia and one Ponto Frio.

4  It is worth mentioning that 14 GPA Food stores are currently being refurnished.

4  Investments in the period are in line with the Company’s annual business plan.

 

 

Page 27 of 153


 

 

 

 

Dividends

GPA Consolidated

 

 

GPA Consolidated

 
 

 

 
 

 

 
 

(R$ million)

1Q12

1Q11

Δ

 
 

 

   

 

 
 

Dividends

27.8

22.5

23.6%

 

 

GPA Consolidated

 

4     On 05/07/2012, the Board of Directors approved the prepayment of interim dividends totaling R$0.11 per preferred share and R$0.10 per common share. Dividends to be paid in 1Q12 will total R$27.8 million, complying with Company’s Dividend Payment Policy, approved by the Board of Directors’ Meeting of 08/03/2009.

4     The interim payment referring to 1Q12 will be made on 06/20/2012. Shareholders registered as such on 06/11/2012 will be entitled to receive the payment. Shares will be traded ex-dividends as of 06/12/2012, until the payment date.

4     As for the fourth quarter, after the end of the 2012 fiscal year and the approval of the corresponding financial statements, the Company will pay shareholders the minimum mandatory dividends, calculated in accordance with Corporate Law, less the amounts prepaid throughout the fiscal year.

 

 

Page 28 of 153


 

 

BALANCE SHEET

   

ASSETS

 
 

GPA Food

 

GPA Consolidated

   
   

(R$ million)

03.31.2012

03.31.2011

12.31.2011

 

03.31.2012

03.31.2011

12.31.2011

               

Current Assets

8,167

7,678

9,150

 

15,466

14,882

17,276

Cash and Marketable Securities

2,831

2,441

3,544

 

3,746

3,955

4,970

Accounts Receivable

309

227

365

 

2,284

1,980

2,431

Credit Cards

215

179

252

 

381

394

478

Payment book

-

-

-

 

1,988

1,404

1,985

Sales Vouchers and Others

90

44

109

 

106

369

175

Post-Dated Checks

4

6

4

 

4

6

4

Allowance for Doubtful Accounts

(0)

(2)

(0)

 

(195)

(192)

(211)

Resulting from Commercial Agreements

392

302

447

 

392

302

447

Receivables Fund (FIDC)

1,086

1,160

1,182

 

2,364

1,960

2,559

Inventories

2,832

2,627

2,865

 

5,178

4,848

5,553

Recoverable Taxes

445

438

458

 

1,032

1,101

908

Expenses in Advance and Other Accounts Receivables

272

415

196

 

470

735

408

               

Noncurrent Assets

13,799

13,187

13,576

 

16,564

15,347

16,493

Long-Term Assets

2,243

2,197

2,054

 

3,893

3,358

3,855

Marketable Securities

-

-

-

 

-

2

-

Accounts Receivables

448

421

445

 

543

517

556

Paes Mendonça

448

431

445

 

448

431

445

Payment Book

-

-

-

 

101

86

118

Allowance for Doubtful Accounts

-

(38)

-

 

(6)

(44)

(7)

Recoverable Taxes

33

128

32

 

721

202

730

Fair Value Bartira

304

416

304

 

304

416

304

Deferred Income Tax and Social Contribution

442

592

456

 

1,211

1,358

1,250

Amounts Receivable from Related Parties

248

79

93

 

152

143

133

Judicial Deposits

652

488

616

 

809

611

738

Expenses in Advance and Others

116

73

108

 

153

109

144

Investments

161

145

156

 

258

229

253

Property and Equipment

6,523

6,072

6,446

 

7,436

6,862

7,358

Intangible Assets

4,873

4,773

4,919

 

4,977

4,898

5,026

TOTAL ASSETS

21,966

20,865

22,726

 

32,030

30,229

33,769

 

LIABILITIES

               
 

GPA Food

 

GPA Consolidated

   
   
 

03.31.2012

03.31.2011

12.31.2011

 

03.31.2012

03.31.2011

12.31.2011

               

Current Liabilities

6,636

5,174

7,211

 

11,445

10,058

13,501

Suppliers

2,744

2,782

3,421

 

4,716

4,864

6,279

Loans and Financing

1,859

649

1,557

 

1,915

1,406

2,153

Payment Book (CDCI)

-

-

-

 

2,211

1,521

2,263

Debentures

523

505

502

 

527

505

502

Payroll and Related Charges

321

257

376

 

712

530

759

Taxes and Social Contribution Payable

82

123

92

 

199

358

332

Dividends Proposed

103

115

103

 

103

116

103

Financing for Purchase of Fixed Assets

14

14

14

 

14

14

14

Rents

42

68

49

 

42

68

49

Acquisition of Companies

56

63

55

 

56

63

55

Debt with Related Parties

513

507

582

 

88

20

28

Advertisement

38

38

29

 

88

38

90

Provision for Restructuring

12

-

13

 

12

-

13

Tax Payments

91

-

168

 

94

0

171

Advanced Revenue

13

-

15

 

79

102

82

Others

223

53

234

 

587

451

609

               

Long-Term Liabilities

7,755

8,416

8,051

 

10,320

10,463

10,173

Loans and Financing

1,302

2,089

1,365

 

1,529

2,239

1,554

Payment Book (CDCI)

-

-

-

 

112

87

129

Receivables Fund (FIDC)

1,167

1,128

1,236

 

2,383

2,346

2,420

Debentures

1,896

1,451

2,138

 

2,298

1,451

2,138

Acquisition of Companies

194

225

189

 

194

225

189

Deferred Income Tax and Social Contribution

1,107

1,303

1,115

 

1,107

1,313

1,115

Tax Installments

1,260

1,346

1,249

 

1,302

1,401

1,292

Provision for Contingencies

537

571

520

 

701

676

680

Advanced Revenue

-

302

-

 

368

694

381

Others

291

-

240

 

326

32

276

 

 

 

 

 

 

 

 

Shareholders' Equity

7,575

7,275

7,463

 

10,265

9,708

10,094

Capital

4,708

4,894

4,758

 

6,130

6,106

6,129

Capital Reserves

392

364

384

 

392

364

384

Profit Reserves

1,279

765

1,112

 

1,279

765

1,112

Minority Interest

1,196

1,251

1,210

 

2,465

2,472

2,469

TOTAL LIABILITIES

21,966

20,865

22,726

 

32,030

30,229

33,769

 

 

Page 29 of 153


 

 

INCOME STATEMENT

                               
 

GPA Food

 

GPA Food

 

Consolidated

                   
   

Retail

 

Cash and Carry

 
                               

R$ - Million

1Q12

1Q11

Δ%

 

1Q12

1Q11

Δ%

 

1Q12

1Q11

Δ%

 

1Q12

1Q11

Δ%

                               

Gross Sales Revenue

7,371

6,640

11.0%

 

6,240

5,730

8.9%

 

1,131

910

24.2%

 

13,660

12,373

10.4%

Net Sales Revenue

6,656

5,984

11.2%

 

5,621

5,158

9.0%

 

1,035

827

25.2%

 

12,147

10,869

11.8%

Cost of Goods Sold

(4,930)

(4,448)

10.8%

 

(4,046)

(3,737)

8.3%

 

(884)

(711)

24.3%

 

(8,891)

(8,020)

10.9%

Gross Profit

1,726

1,537

12.3%

 

1,575

1,421

10.8%

 

151

116

30.8%

 

3,256

2,848

14.3%

Selling Expenses

(1,039)

(938)

10.8%

 

(938)

(842)

11.4%

 

(101)

(95)

6.0%

 

(2,061)

(1,880)

9.6%

General and Administrative Expenses

(193)

(177)

9.4%

 

(183)

(167)

9.2%

 

(11)

(9)

13.7%

 

(437)

(385)

13.5%

Total Operating Expenses

(1,233)

(1,115)

10.6%

 

(1,121)

(1,010)

11.0%

 

(112)

(105)

6.7%

 

(2,498)

(2,266)

10.3%

Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA

493

422

16.9%

 

454

411

10.3%

 

40

11

261.9%

 

758

583

30.1%

Depreciation and Amortization

(147)

(125)

17.8%

 

(137)

(118)

15.9%

 

(10)

(7)

51.4%

 

(186)

(158)

17.9%

Earnings before interest and Taxes - EBIT

346

297

16.5%

 

317

293

8.1%

 

29

4

593.9%

 

572

425

34.6%

Financial Revenue

106

92

14.6%

 

98

92

6.6%

 

8

0

 

 

146

133

9.2%

Financial Expenses

(248)

(254)

-2.2%

 

(233)

(236)

-1.6%

 

(15)

(17)

-11.3%

 

(481)

(459)

4.9%

Net Financial Revenue (Expenses)

(142)

(162)

-11.9%

 

(135)

(144)

-6.8%

 

(8)

(17)

-54.2%

 

(336)

(326)

3.1%

Equity Income

4

7

-42.7%

 

4

7

 

 

-

-

 

 

5

11

-54.0%

Result from Permanent Assets

(10)

0

 

 

(10)

0

 

 

(0)

0

 

 

7

3

126.5%

Other Operating Revenue (Expenses)

0

(6)

 

 

0

(6)

 

 

-

-

 

 

(2)

(15)

-88.2%

Income Before Income Tax

198

138

43.5%

 

177

151

17.1%

 

21

(13)

 

 

246

97

152.3%

Income Tax

(51)

(2)

 

 

(45)

(6)

 

 

(6)

4

 

 

(84)

13

 

Minority Interest - Noncontrolling

14

10

41.7%

 

14

10

41.7%

 

-

-

 

 

4

22

-79.5%

 Net Income - Controlling Shareholders (1)

161

146

10.9%

 

146

155

-5.8%

 

15

(9)

 

 

167

132

25.8%

Net Income per Share

 

 

 

 

 

 

 

 

 

 

 

 

0.64

0.51

24.4%

Nº of shares (million) ex-treasury shares

 

 

 

 

 

 

 

 

 

 

 

 

260

257

 

                               
                               
 

GPA Food

 

GPA Food

 

Consolidated

                   

% Net Sales Revenue

 

Retail

 

Cash and Carry

 
                               
 

1Q12

1Q11

   

1Q12

1Q11

   

1Q12

1Q11

   

1Q12

1Q11

 
 

 

 

   

 

 

   

 

 

   

 

 

 

Gross Profit

25.9%

25.7%

   

28.0%

27.6%

   

14.6%

14.0%

   

26.8%

26.2%

 

Selling Expenses

15.6%

15.7%

   

16.7%

16.3%

   

9.8%

11.5%

   

17.0%

17.3%

 

General and Administrative Expenses

2.9%

3.0%

   

3.3%

3.2%

   

1.0%

1.1%

   

3.6%

3.5%

 

Total Operating Expenses

18.5%

18.6%

   

19.9%

19.6%

   

10.8%

12.7%

   

20.6%

20.8%

 

EBITDA

7.4%

7.1%

   

8.1%

8.0%

   

3.8%

1.3%

   

6.2%

5.4%

 

Depreciation and Amortization

2.2%

2.1%

   

2.4%

2.3%

   

1.0%

0.8%

   

1.5%

1.5%

 

EBIT

5.2%

5.0%

   

5.6%

5.7%

   

2.8%

0.5%

   

4.7%

3.9%

 

Net Financial Revenue (Expenses)

2.1%

2.7%

   

2.4%

2.8%

   

0.8%

2.1%

   

2.8%

3.0%

 

Result from Permanent Assets and Others

0.2%

-0.1%

   

0.2%

0.1%

   

0.0%

0.0%

   

0.0%

0.1%

 

Income Before Income Tax

3.0%

2.3%

   

3.1%

2.9%

   

2.0%

1.6%

   

2.0%

0.9%

 

Income Tax

0.8%

0.0%

   

0.8%

0.1%

   

0.5%

0.4%

   

0.7%

0.1%

 

Minority Interest - noncontrolling

0.2%

-0.2%

   

0.3%

0.2%

   

0.0%

0.0%

   

0.0%

0.2%

 

Net Income - Controlling Shareholders (1)

2.4%

2.4%

 

 

2.6%

3.0%

   

1.5%

-1.1%

   

1.4%

1.2%

 

(1) Net Icome after Minority Interest

                             

* In 1Q11, the net income of GPA Food’s controlling shareholders was recalculated and reduced from R$157 million to R$ 146 million, due to accounting methods between GPA Food and Viavarejo. As a result, minority interest was reduced from R$21 million to R$10 million in 1Q11.

 

Page 30 of 153


 

 

Statement of Cash Flow

       

(R$ million)

 

GPA Consolidated

   

03.31.2012

03.31.2011

       

Net Income for the period

 

162

111

Adjustment for Reconciliation of Net Income

 

-

-

Deferred Income Tax

 

32

(32)

Income of Permanent Assets Written-Off

 

(7)

7

Depreciation and Amortization

 

194

158

Interests and Exchange Variation

 

297

264

Adjustment to Present Value

 

23

(4)

Equity Income

 

(5)

(11)

Provision for Contingencies

 

13

27

Provision for low and losses of fixed assets

 

(2)

(1)

Share-Based Compensation

 

8

(7)

Allowance for Doubtful Accounts

 

53

-

   

768

513

       

Asset (Increase) Decreases

     

Accounts Receivable

 

399

(420)

Inventories

 

350

(20)

Taxes recoverable

 

(116)

(194)

Other Assets

 

(111)

(196)

Marketable Securities

 

3

(367)

Related Parties

 

33

(10)

Judicial Deposits

 

(67)

(118)

   

492

(1,325)

       

Liability (Increase) Decrease

     

Suppliers

 

(1,563)

(696)

Payroll and Charges

 

(46)

(65)

Taxes and contributions

 

(123)

41

Contingencies

 

(15)

(7)

Other Accounts Payable

 

(74)

85

   

(1,733)

(720)

       

Net Cash Generated from (Used in) Operating Activities

 

(562) 

(1,454)

       

Cash Flow from Investment and Financing Activities

       
   

GPA Consolidated

   

03.31.2012

03.31.2011

       

Net cash from acquisitions

 

-

-

Acquisition of Companies

 

7

-

Capital Increase in Subsidiaries

 

-

82

Acquisition of Property and Equipment

 

(228)

(287)

Increase of Intangible Asset

 

(8)

(59)

Sale of Property and Equipment

 

28

-

Net Cash Generated from (used in) Investment Activities

 

(202)

(264)

       

Cash Flow from Financing Activities

     

Increase (Decrease) of Capital

 

1

-

Increase in Minority Interest

 

-

-

Funding and Refinancing

 

1,785

2,127

Payments

 

(2,124)

(1,189)

Interest Paid

 

(122)

(58)

Dividend Payments

 

-

(0)

Net Cash Generated from (used in) Financing Activities

 

(460)

880

Cash and Cash Equivalents at the Beginning of the Year

 

4,970

4,426

Cash and Cash Equivalents at the End of the Year

 

3,746

3,588

Change in Cash and Cash Equivalent

 

(1,224)

(838)

 

 

Page 31 of 153


 

 

 
 
   

Breakdown of Gross Sales by Format

(R$ million)

 

1Q12

%

1Q11

%

Δ

             

Pão de Açúcar

 

1,348

9.9%

1,212

9.8%

11.2%

Extra Hiper (1)

 

3,411

25.0%

2,958

23.9%

15.3%

Extra Supermercado

 

1,143

8.4%

1,232

10.0%

-7.2%

Assaí

 

1,131

8.3%

910

7.4%

24.2%

Others Business (2)

 

337

2.5%

328

2.7%

2.8%

GPA Food

 

7,371

54.0%

6,640

53.7%

11.0%

             

Viavarejo (3)

 

6,289

46.0%

5,733

46.3%

9.7%

GPA Consolidated

 

13,660

100.0%

12,373

100.0%

10.4%

             
             
   

Breakdown of Net Sales by Format

(R$ million)

 

1Q12

%

1Q11

%

Δ

             

Pão de Açúcar

 

1,213

10.0%

1,091

10.0%

11.2%

Extra Hiper (1)

 

3,030

24.9%

2,623

24.1%

15.5%

Extra Supermercado

 

1,044

8.6%

1,119

10.3%

-6.7%

Assaí

 

1,035

8.5%

827

7.6%

25.2%

Others Business (2)

 

334

2.8%

325

3.0%

2.9%

GPA Alimentar

 

6,656

54.8%

5,984

55.1%

11.2%

             

Viavarejo (3)

 

5,491

45.2%

4,884

44.9%

12.4%

GPA Consolidado

 

12,147

100.0%

10,869

100.0%

11.8%

             

(1) Includes Minimercado Extra sales.

         

(2) Includes Gas Station and Drugstores sales.

       

(3) Includes Ponto Frio, Nova Casas Bahia and Nova Pontocom sales.

     

 

 

Sales Breakdown (% of Net Sales)

   
 

GPA Food

 

GPA Consolidated

 

1Q12

1Q11

 

1Q12

1Q11

           

Cash

53.3%

53.2%

 

40.6%

41.9%

Credit Card

39.2%

39.0%

 

48.8%

46.8%

Food Voucher

7.4%

7.6%

 

3.9%

4.9%

Credit

0.1%

0.2%

 

6.7%

6.4%

Post-Dated Checks

0.1%

0.2%

 

0.1%

0.1%

Payment Book

0.0%

0.0%

 

6.6%

6.3%

 

 

 

 

Page 32 of 153


 

 

 

Stores Openings/Closings/Conversions per Format

 

12/31/2011

 

Opened

 

Closed

 

03/31/2012

               

Pão de Açúcar

159

 

0

 

-1

 

158

Extra Hiper

132

 

1

 

0

 

133

Extra Supermercado

204

 

0

 

0

 

204

Minimercado Extra

72

 

0

 

-1

 

71

Assaí

59

 

1

 

0

 

60

Ponto Frio

401

 

1

 

-2

 

400

Casas Bahia

544

 

1

 

-1

 

544

Other Business

232

 

1

 

-1

 

232

Gas Satation

78

 

0

 

0

 

78

Drugstores

154

1

-1

154

GPA Consolidated

1,803

 

5

 

-6

 

1,802

Sale Area ('000 m2)

2,821

         

2,830

Nº of employees ('000)

149

         

149

 

 

 

Page 33 of 153


 

 

1Q12 Results Conference Call and Webcast

Tuesday, May 8, 2012

11:00 a.m. (Brasília time) | 10:00 a.m. (New York) | 3:00 p.m. (London)

Portuguese Conference Call (original language)

+55 (11) 3127-4971

English Conference Call (simultaneous interpreting)

+1 (516) 300-1066

Webcast:http://www.gpari.com.br 

Replay

+55 (11) 3127-4999

Code for audio in Portuguese:20125656 

Code for audio in English:19996509

http://www.gpari.com.br

CONTACTS

Investor Relations - GPA and Viavarejo

Phone: (11) 3886-0421

Fax: (11) 3884-2677

gpa.ri@grupopaodeacucar.com.br

Website:www.gpari.com.br 

www.globex.com.br/ri

Media Relations - GPA

Phone: (11) 3886-3666

imprensa@grupopaodeacucar.com.br

Media Relations - Viavarejo

Phone: (11) 4225-9228

imprensa@viavarejo.com.br

 

Social Media News Room

http://imprensa.grupopaodeacucar.com.br/category/gpa/

Twitter – Media

@imprensagpa

Casa do Cliente – Customer Service

Pão de Açúcar:0800-7732732 / Extra: 0800-115060

Ponto Frio:(11) 4002-3388/Casas Bahia:(11) 3003-8889

 

"The financial information contained in the financial statements are presented in accordance with accounting practices adopted in Brazil and refer to the first quarter of 2012 (1Q12), except where otherwise noted, with comparisons made over the same period last year."

"Any and all information derived from non-accounting or not accounting numbers has not been reviewed by independent auditors."

"For the calculation of " EBITDA" Earnings Before Interest, Taxes, Depreciation and Amortization, According to the table on page 6.

The basis for calculating same-store sales is defined by the sales registered in stores open for at least 12 consecutive months and were not closed for 7 consecutive days or more in this period. Acquisitions are not included in the same-store calculation base in the first 12 months of operation.

Grupo Pão de Açúcar adopts the IPCA consumer price index as its benchmark inflation index, which is also used by the Brazilian Supermarkets Association (ABRAS), since it more accurately reflects the mix of products and brands sold by the Company. The IPCA in the 12 months ended March 2012 was 7.24%

 

About Grupo Pão de Açúcar and Viavarejo: Grupo Pão de Açúcar is Brazil’s largest retailer, with a distribution network comprising approximately 1,800 points of sale and electronic channels. The Group’s multiformat structure consists of GPA Food and Viavarejo.GPA Food’s operations comprise supermarkets (Pão de Açúcar and Extra Supermercado), hypermarkets (Extra), neighborhood stores (Minimercado Extra), cash-and-carry stores (Assaí), gas stations and drugstores.GPA Food’s business is classified as Food and Non-Food (electronics/home appliances, clothing, general merchandise, drugstore and gas stations).Viavarejo’s operations consist of bricks-and-mortar stores selling electronics/home appliances and furniture (Ponto Frio and Casas Bahia) and online stores (Nova Pontocom: Extra.com.br, PontoFrio.com.br, Casasbahia.com.br).Founded in 1948 in São Paulo, the Group is present in 20 of the 27 Brazilian states, which jointly account for 94.1% of the country’s GDP.

 

Disclaimer: Statements contained in this release relating to the business outlook of the Company, projections of operating/financial results, the growth potential of the Company and the market and macroeconomic estimates are mere forecasts and were based on the expectations of Management in relation to the Company’s future. These expectations are highly dependent on changes in the market, Brazil’s general economic performance, the industry and international markets, and are therefore subject to change.

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

1.    Corporate information

 

Companhia Brasileira de Distribuição ("Company" or “GPA”), directly or through its subsidiaries (“Group”) operates in the food retailer, clothing, home appliances and other products segment through its chain of hypermarkets, supermarkets, specialized and department stores principally under the trade names "Pão de Açúcar, "Extra", "Extra Eletro", “Extra Perto”, “Extra Fácil”, “Assai”, “Ponto Frio,” “Casas Bahia," “Casas Bahia.com,” “Extra.com” and “Ponto Frio.Com”. The registered office is located at São Paulo, SP, Brazil.

 

Founded in 1948, the Company has 149 thousand employees, 1,802 stores in 20 Brazilian states and in the Federal District and a logistics infrastructure comprised of 52 warehouses located in 14 states at March 31, 2012.The Company’s shares are traded on the Level 1 Corporate Governance segment of the São Paulo Stock Exchange and its shares are listed at the São Paulo and New York Stock Exchanges (ADR level III).

 

The Company is controlled by Wilkes Participacoes SA ("Wilkes"), which, in turn, is jointly controlled by the Casino Group and the Diniz family, which also split the voting rights of Wilkes. Mr. Abilio dos Santos Diniz is the chairman of the Board of Directors of Wilkes.


Mr. Abilio dos Santos Diniz is the chairman of the Board of Directors of the Company since 2003 and Wilkes since 2006. Under the shareholders agreement entered into on November 27, 2006, between the Diniz Family and Casino Group, acting as controlling shareholders of Wilkes ("Wilkes Shareholders Agreement") between June 22, 2012 and June 21, 2014 , the Casino Group is entitled to appoint the chairman of the Board of Directors of Wilkes for the remaining term of the Shareholders Agreement of Wilkes (whose term is up June 21, 2045), through a notification in writing to the Group Diniz.

 

The exercise of this right will mean a change in the governance of the GPA, resulting in the Casino Group to become, by Wilkes, the sole shareholder of the Company. In this case, Mr. Abilio dos Santos Diniz have the right to veto and the other rights as “Wilkes Shareholders Agreement”. Accordingly, on March 21, 2012, the Casino Group informed the Company that it had notified the Diniz family expressing their intention to elect the President of the Board of Directors of Wilkes on June 22, 2012.


More details of the Shareholders Agreement of Wilkes and the CBD Shareholders' Agreement can be obtained in item 15.5 of Reference Form of the Company.


On May 30, 2011, the Casino Group requested the arbitration proceedings in accordance with the standards of the International Court of Arbitration of International Chamber of Commerce, against Abilio dos Santos Diniz, Ana Maria Falleiros dos Santos Diniz D'Avila, Adriana Falleiros dos Santos Diniz, John Paul Falleiros dos Santos Diniz, Pedro Paulo Falleiros dos Santos Diniz and Península Participacões Ltda. On 1 July 2011, the Casino Group requested the other procedure of arbitration in accordance with the standards of the International Court of Arbitration of International Chamber of Commerce, with the required parties mentioned above and the Company. Both arbitrations were unified into a single procedure and a three-member arbitral tribunal was constituted to decide the dispute. This unified arbitration is subject to the confidentiality and aims to ensure compliance with the Shareholders Agreement of CBD and the Shareholders' Agreement of Wilkes.

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

1.  Corporate information -- Continued 

 

Restructuring Via Varejo

 

On December 14, 2011 the Board of Directors of the Via Varejo (“Via Varejo”) approved a formal plan for the closure of 88 Ponto Frio stores, by prior approval of the Administrative Council for Economic Defense (“CADE”) as required by Preserve Reversibility of Operation Agreement (“APRO”). On December 31, 2011, the Company communicated parties involved (employees, store owners, trade accounts payables and others) and recorded a provision for the closure of the stores in the amount of R$34,000, and R$20,000 related to the net value of fixed assets and R$14,000 to other expenses related to the closure. For purposes of consolidated quarterly financial information, the rights of use related to such stores in the amount of R$ 10,416 were accrued for losses.

 

On February 15, 2012, the shareholders of Via Varejo approved the change of name of company "Globex Utilidades S.A." to "Via Varejo S.A." in a meeting in general assembly.

 

In the three-month period ended March 31, 2012 there were not new events that impacted the provision effected.

 

2.  Basis of preparation

 

The quarterly financial information of the parent company and consolidated have been prepared in line with different valuation basis used in accounting estimates.

 

The items included in the quarterly financial information of the parent company of each one of the Company’s subsidiaries were measured by adopting the currency of the main economic scenario where the subsidiary operates (“functional currency”).

 

The quarterly financial information of the parent company and consolidated are stated in Brazilian reais, which is the functional and reporting currency of the Company and its subsidiaries.

 

The quarterly financial information for the three-month period ended March 31, 2012 was approved by the Board of Directors at May 07, 2012.

 

The parent company and consolidated quarterly financial information were prepared and reported according to the technical pronouncement CPC 21 - Interim Financial Reporting, issued by the Brazilian Accounting Pronouncements Committee (CPC) and IAS 34 - Interim Financial Reporting issued by the International Accounting Standard Board - IASB, respectively, applicable to the preparation of quarterly financial information and presented in a manner consistent with the standards issued by the Brazilian Securities and Exchange Commission.

 

 

In the individual quarterly financial information, the investments in subsidiary are stated by the equity method, while for the purposes of international accounting standards issued by the International Accounting Standard Board - IASB, these would be stated at cost or fair value.

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

2. Basis of preparation -- Continued

 

However, there are no differences between shareholders’ equity and consolidated result reported by the Company, shareholders’ equity and statement of income of controlling entity in its individual quarterly financial information.

 

Non-financial data included in these quarterly financial information, such as number of employees  and number of stores, among others, were not subject to review by independent auditors.

 

3. Basis for consolidation

 

a)    Interest in subsidiaries, associates and joint ventures:

 

Investment interest - %

 

03.31.2012

 

12.31.2011

Holdings

GPA

Indirect

 

GPA

Indirect

Subsidiaries:

 

 

 

 

 

Novasoc Comercial Ltda. (“Novasoc”)

10.00

-

 

10.00

-

Sé Supermercado Ltda. (“Sé”)

93.10

0.69

 

93.10

0.69

Sendas Distribuidora S.A. (“Sendas”)

18.33

76.04

 

18.33

76.04

Pão de Açúcar Fundo de Investimento em Direitos Creditórios (“PAFIDC”)

9.64

1.13

 

9.04

1.06

PA Publicidade Ltda. (“PA Publicidade”)

100.00

-

 

100.00

-

Barcelona Comércio Varejista e Atacadista S.A.(“Barcelona”)

-

93.79

 

-

93.79

CBD Holland B.V.

100.00

-

 

100.00

-

CBD Panamá Trading Corp.

-

100.00

 

-

100.00

Xantocarpa Participações Ltda. (“Xantocarpa”)

-

94.36

 

-

94.36

Vedra Empreend. e Participações S.A.

99.99

0.01

 

99.99

0.01

Bellamar Empreend. e Participações Ltda.

-

93.10

 

-

93.10

Vancouver Empreend. e Participações Ltda.

100.00

-

 

100.00

-

Bruxellas Empreend. e Participações S.A.

99.99

0.01

 

99.99

0.01

Monte Tardeli Empreendimentos e Participações S.A.

99.00

1.00

 

99.00

1.00

GPA Malls & Properties Gestão de Ativos e Serviços. Imobiliário Ltda. (“GPA M&P”)

89.42

9.85

 

89.42

9.85

GPA 2 Empreed. e Participações Ltda.

99.90

0.10

 

99.90

0.10

GPA 4 Empreend. e Participações S.A.

99.00

1.00

 

99.00

1.00

GPA 5 Empreend. e Participações S.A.

99.00

1.00

 

99.00

1.00

GPA 6 Empreend. e Participações Ltda.

99.90

0.10

 

99.90

0.10

ECQD Participações Ltda.

100.00

-

 

100.00

-

API SPE Planej. e Desenv. de Empreed. Imobiliários Ltda.

100.00

-

 

100.00

-

Lake Niassa Empreend. e Participações Ltda.

-

52.41

 

-

52.41

Via Varejo S.A. (“Via Varejo”) – previously Globex Utilidades S.A.

52.41

-

 

52.41

-

Globex Administração e Serviços Ltda. (“GAS”)

-

52.41

 

-

52.41

Nova Casa Bahia S.A. (“NCB”)

-

52.41

 

-

52.41

Ponto Frio Adm e Importação de Bens Ltda.

-

52.40

 

-

52.40

Rio Expresso Com. Atacad. De Eletrodoméstico Ltda.

-

52.41

 

-

52.41

Globex Adm. Consórcio Ltda.

-

52.41

 

-

52.41

PontoCred Negócio de Varejo Ltda.

-

52.41

 

-

52.15

Nova Extra Eletro Comercial Ltda.

0.10

52.36

 

0.10

52.36

Nova Pontocom Comércio Eletrônico S.A. (“Nova Pontocom”)

39.05

31.11

 

39.05

31.11

E-HubConsult. Particip. e Com. S.A. (“E-Hub”)

-

70.16

 

-

70.16

Nova Experiência Pontocom S.A.

-

70.16

 

-

70.16

Sabará S.A.

-

52.41

 

-

52.41

Casa Bahia Contact Center Ltda.

-

52.41

 

-

52.41

 

 

 

 

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

3.      Basis for consolidation – Continued

 

a) Interest in subsidiaries, associates and joint ventures: -- Continued

 

Interest in investees - %

 

03.31.2012

 

12.31.2011

Holdings

GPA

Indirect

 

GPA

Indirect

Globex – Fundo de Investimento em Direitos Creditórios (“Globex FIDC”)

-

7.79

 

-

7.86

Ponto Frio Leasing S.A.

-

26.21

 

-

26.21

Associates and Joint Ventures

 

 

 

 

 

Financeira Itaú CBD – FIC

-

40.76

 

-

40.76

Indústria de Móveis Bartira Ltda. (“Bartira”)

-

13.10

 

-

13.10

Dunnhumby Brasil Cons. Ltda.

2.00

-

 

2.00

-

Banco Investcred Unibanco S.A.

-

26.21

 

-

26.21

FIC Promotora de Vendas Ltda.

-

40.76

 

-

40.76

 

All interest in subsidiaries, associates and joint ventures were calculated considering the percentage held by the parent GPA or its subsidiaries. The consolidation not necessarily reflect these percentages, as some companies have shareholders’ agreement that the Company have control and, therefore allows the full consolidation.

 

b)    Subsidiaries 

 

The consolidated quarterly financial information include the financial information of all subsidiaries over which the parent company exercises control directly or indirectly.

 

Subsidiaries are all entities (including special purpose entities) over which the Company has the power to govern the financial and operating policies and generally holds shares of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control. They are de consolidated from the date that control ceases.

 

The quarterly financial information of the subsidiaries are prepared on the same closing date as those of the Company, using consistent accounting policies. All intragroup balances, including income and expenses, unrealized gains and losses and dividends resulting from intragroup transactions are eliminated in full.

 

Gains or losses resulting from changes in equity interest in subsidiaries, not resulting in loss of control are directly recorded in shareholders’ equity.

 

Losses are attributed to the non-controlling interest, even if it results in a deficit balance.

 

The primary direct or indirect subsidiaries, included in the consolidation and the percentage of the company’s interest comprise:

 

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

3.      Basis for consolidation – Continued

 

b)   Subsidiaries -- Continued

 

i.    Novasoc 

 

Although the Company’s interest in Novasoc represents 10% of its shares, Novasoc is included in the consolidated quarterly financial information as the Company controls 99.98% of the Novasoc’s voting rights, pursuant to the shareholders’ agreement. Moreover, under the Novasoc shareholders’ agreement, the appropriation of its net income does not require to be proportional to the shares of interest held in the company.

 

ii.   PAFIDC and Globex FIDC

 

The Company consolidates the quarterly financial information of PAFIDC and Globex FIDC that represents investments funds established for the purpose of conducting the securitization of receivables of the Company and its subsidiaries. The consolidation is justified by the fact that the default risks, custody and administration expenses related to the fund are linked to subordinated shares owned by the Company and its subsidiaries.

 

iii.  Via Varejo

 

The Company consolidates the quarterly financial information of Via Varejo (previously Globex), a subsidiary that concentrates the Group’s electric and trade electronic products, operating under the brands “Ponto Frio”and “Casas Bahia”. The Company also operates  through its controlled entity Nova Pontocom, in e-commerce of any product for the consumer by the websites: www.extra.com.br, www.pontofrio.com  and www.casabahia.com.br

 

iv.  Sendas 

 

The Company directly or indirectly holds 94.37% of Sendas’ capital, which operates in retail trade segment, mainly in the State of Rio de Janeiro. For further information on the acquisition of non-controlling interest, see Note 14 (a ii).

 

v.   GPA M&P

 

In 2011, the Company began organizing a subsidiary, GPA M&P, for the purpose of managing and capitalizing its real estate assets.

 

 

 

 

 

 

 

 

 

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

3. Basis for consolidation – Continued 

 

b)   Subsidiaries -- Continued

 

v. GPA M&P -- Continued

 

The Company entered into 3 (three) private property swap agreements with different developers, all subject to certain conditions. Consequently, the Company and its subsidiary Sé transferred 2 (two) through a barter transaction properties valued at R$14,000, and R$1,656, to GPA M&P, as capital increase, on May 18, 2011 and July 5, 2011, respectively. GPA M&P’s capital is thus distributed to the Company, 89.42%, and Sé, 10.58%.

 

Regarding the barter transaction referenced above, on December 6, 2011, the GPA M&P had signed a Barter Agreement with Cyrela Polinésia Empreendimento Imobiliários Ltda. (“Cyrela”) pursuant to the exchange of the property belonging to GPA M&P in exchange for 24.2% of the sales area of the completed real estate development and a retail store to be built by Cyrela on the site. Regarding that real estate project, it would point out the following:

 

(i)            The name of the real estate development is THERA FARIA LIMA | PINHEIROS;

 

(ii)          The objective of the development is to establish a condominium building, composed of 3 (three) sectors: (a) the “THERA RESIDENCE” residential sector, a 36 (thirty-six) floor building with 397 (three hundred ninety-seven) apartments; (b) the “THERA OFFICE” commercial sector, consisting of a 30 (thirty) floor building with 575 (five hundred seventy-five) offices; and (c) the retail sector, which will have 1 (one) store located on the ground floor;

 

(iii)        The term for project completion and delivery of the exchanged units is 52 (fifty-two) months from the development sales launch date (that occurred at December 18, 2011);

 

(iv)        Cyrela is solely and exclusively responsible for execution of the real estate development, as well as for the sale of the independent units, except the store;

 

(v)         The barter between Cyrela and GPA M&P is not intended to establish a civil or commercial partnership or association between the companies;

 

(vi)        Cyrela will be solely and exclusively responsible for all costs, including approval costs, related to potential modifications to the original project design; and

 

(vii)       Cyrela is exclusively responsible for approval of the construction design plan and for all other plans necessary for the development of the real estate project.

 

 

c) Associates – BINV and FIC

 

The Company’s investments in its associates FIC and BINV, both entities that finance sales directly to GPA customers are result of an association between Banco Itaú Unibanco S.A. (“Itaú-Unibanco”) with GPA and Via Varejo. Such investments are accounted for using the equity method. An associate is an entity in which the Company has significant influence, but not the control.

 

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

3. Basis for consolidation – Continued 

 

c) Associates – BINV and FIC -- Continued

 

Prevailing decisions related to the operational and financial management of BINV and FIC belongs to Itaú-Unibanco.

 

Under the equity method, the investment in the associate valued by cost, also reflecting changes in the Company’s share of net assets of the associate after the acquisition.

 

The statement of income for the period reflects the share of the results of operations of the associate. Where there has been a change recognized directly in the shareholders’ equity of the associate, the Company recognizes its share of any changes and discloses this, when applicable, in the statement of changes in shareholders’ equity. Unrealized gains and losses resulting from transactions between the Company and the associate are eliminated to the extent of the interest in the associate.

 

The profit sharing of associates is shown on the statement of income for the period as equity method results, corresponding to the income attributable to equity holders of the associate and, therefore, to the income  after tax and non-controlling interests in the subsidiaries of the associates. The quarterly financial information of the associates are prepared for the same closing date as the parent Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company.

 

After application of the equity method, the Company determines whether it is necessary to recognize an additional loss due to non-recoverability on the Company’s investment in its associates. The Company determines at each balance date whether there is any evidence that the investment in the associate will not be recoverable. If applicable, the Company calculates the impairment amount as the difference between the investment recoverable value of the associate and its carrying amount and recognizes the loss in the statement of income for the period.

 

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

 

d)  Interest in joint venture – Bartira

 

The Company maintains an indirect interest joint venture named Indústria de Móveis Bartira Ltda. (“Bartira”), in which the participants GPA through its subsidiary NCB, with 25% and Klein Family through Casa Bahia Comercial Ltda. (“Casa Bahia”), with 75% entered into a partnership agreement setting forth the joint control over the entity’s operational activities.

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

3. Basis for consolidation – Continued

 

d)  Interest in joint venture – Bartira -- Continued

 

The partnership agreement requires the unanimous resolution of participants in the financial and operational decision-making process. The Company recognizes its interest in the joint venture using the proportional consolidation method. In addition, it combines the proportional amount of each asset, liabilities, income and expenses of joint venture with similar items line by line  in its consolidated quarterly financial information. The joint venture quarterly financial information are prepared for the same period adopted by the Company.

 

Below the main lines of condensed quarterly financial information of the Bartira entity jointly controlled by the Company:

 

 

03.31.2012

 

12.31.2011

 

 

 

 

Current assets

127,166

 

130,564

Noncurrent assets

59,752

 

60,258

Total assets

186,918

 

190,822

 

 

 

 

Current liabilities

78,281

 

87,216

Noncurrent liabilities

653

 

1,177

Shareholders’ equity

107,984

 

102,429

Total liabilities and shareholders’ equity

186,918

 

190,822

 

 

 

 

 

03.31.2012

 

03.31.2011

Income (loss):

 

 

 

Net revenue from sales and/or services

120,649

 

118,839

Net before income tax

7,180

 

1,389

Net income for the period

5,555

 

767

 

 

4.    Main accounting practices

 

a)  Financial instruments

 

Financial instruments are recognized as of the date on which the Company enters into the contract. When recognized, they are recorded at their fair value plus the transaction costs that are directly attributable to their acquisition or issuance. Their subsequent measurement occurs every balance sheet date according to the rules established for each type of financial asset and liability.

 

 (i) Financial assets

 

Initial recognition and measurement

 

Financial assets held by the Company within the scope of CPC 38 (IAS 39), are classified as financial assets measured at their fair value through statement of income, loans, receivables, derivatives financial instruments designated as hedge instruments and investments held to maturity. The Company determines the classification of its financial assets at initial recognition.

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Main accounting practices -- Continued

 

a)  Financial instruments – Continued

 

(i)  Financial assets – Continued

 

Initial recognition and measurement– Continued

 

Financial assets are initially recognized and measured at fair value through income and transaction costs, expensed in the period. Loans and receivables are carried at amortized cost.

 

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (negotiations under regular conditions) are recognized on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

 

The Company’s financial assets include cash and cash equivalents, trade accounts receivables, related party receivables, escrow deposits and derivatives financial instruments. 

 

Subsequent measurement

 

Assets are classified among categories mentioned below, according to the purpose to which they were acquired or issued:

 

·         Financial assets at fair value through profit or loss: are measured at their fair value at each balance sheet date. Interest rates, monetary variaton, exchange variation and variations deriving from the valuation at fair value are recognized in the statement of income for the period as financial income or financial expenses when incurred. The financial assets are classified as financial assets at the fair value in income if acquired for the purpose of selling or repurchasing in the short term, with changes recognized in financial income or financial expense.

 

 

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Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies -- Continued 

 

a)  Financial instruments -- Continued

 

(i)  Financial assets -- Continued

 

Subsequent measurement -- Continued

 

·           Loans and receivables:  are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After the initial recognition, they are measured using amortized cost through the effective interest rate method. Interest income, monetary restatement and exchange variation, less impairment losses, where applicable, are recognized in the statement of income as financial income or financial expenses when incurred.

 

·           Assets and liabilities held to maturity: are financial assets and liabilities which cannot be classified as loans and receivables, for being marketable in the active market. In this case, these financial assets are acquired with the intention and financial capacity to their maintenance in the Company portfolio until maturity. They are measured at acquisition cost, plus monetary restatement through income, using the effective interest rate.

 

Derecognition of financial assets

 

A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognized when:

 

·       The rights to receive cash flows from the asset have expired; and

 

·       The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full to a third party under a “pass-through” arrangement; and either (a) the Company has transferred substantially all the risks and benefits related to the asset; or (b) the Company has neither transferred nor retained substantially all the risks and benefits related to the asset, but has transferred its control.

 

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement and has neither transferred nor retained substantially all the risks and benefits related to the asset nor transferred control of the asset, the asset is recognized to the extent of the Company’s continuing involvement in the asset.

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies -- Continued 

 

a)  Financial instruments -- Continued

 

(i)   Financial assets -- Continued

 

Derecognition of financial assets - Continued

 

In that case, the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations retained by the Company.

 

Impairment of financial assets

 

On the balance sheets dates, the Company verifies if there is any sign of impairment of an asset or group of financial assets. The impairment of an asset or group of financial assets is only considered if there are objective evidence resulting from one or more events occurred after the asset initial recognition (“loss event”), and if said event affects the estimated future cash flows of asset or group of financial assets, which can be safely estimated. The evidence of impairment may include signs that debtors (or group of debtors) are going through relevant financial constraints, moratorium or default in the amortization of interest or principal, probability of filing for bankruptcy or another type of financial reorganization and when these data point a measurable drop in future cash flows, such as, default interest variations or economic conditions related to defaults.

 

The loss amount is measured as the difference between the carrying amount of asset and the present value of the estimated future cash flows (excluding future credit losses not incurred) discounted by the original effective interest rate of the financial asset. The asset’s carrying amount decreases when provision is used and the loss is recognized in the statement of income for the period. Interest income is recorded in the quarterly financial information as part of the financial income.

 

If, in subsequent period, the impairment decreases and this reduction can be objectively associated with an event occurred after the recognition of the provision (such as an improved debtor’s credit rating), the reversal of impairment previously recognized is registered in the consolidated statement of income for the period. If the write-off is later recovered, this recovery is also registered in the statement of income for the period.

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies -- Continued 

 

a)  Financial instruments -- Continued

 

(i)     Financial assets -- Continued

 

Held-to-maturity financial assets

 

Referring to the financial held-to-maturity, the Company firstly verifies if there are objective evidence of impairment individually for the financial assets which are individually relevant or collectively for the assets, which, are not relevant individually. If the Company determines the nonexistence of objective evidence of impairment of a financial asset evaluated on an individual basis, whether or not this loss is material, the Company classifies it into a group of financial assets with similar credit risk characteristics, which are evaluated collectively. The assets evaluated on an individual basis as to impairment or to which the impairment is (or still is) recognized are not included in the overall losses evaluation.

 

In the event of objective evidence of impairment, the corresponding loss amount is calculated as the difference between the carrying amount of assets and the present value of estimated cash flows (excluding estimated credit losses and not incurred yet). The present value of estimated cash flows is discounted at the financial assets original interest rate. If a financial asset bears variable interest rates, the discount to measure eventual impairment will be the interest rate effective at the present date.

 

The asset’s carrying amount is reduced through an allowance and the amount of the loss is recognized in the statement of income for the period. The financial income is still accumulated over the carrying amount less the interest rate used to discount the future cash flows in order to measure the impairment. In addition, the interest income is recorded as part of the financial income (loss) in the statement of income for the period. Loans and receivables, together with respective provisions, are written off when there is no real prospect of future recovery and all guarantees have been realized or transferred to the Company. If in the subsequent year, the amount of estimated loss of recoverable value suffers any variation due to an event occurred after its recognition, an adjustment is made in the allowance account. If a write-off is later recovered, it is recorded a revenue to financial expenses in the statement of income for the period.

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies -- Continued 

 

a)   Financial instruments -- Continued

 

(i)      Financial assets -- Continued

 

Trade accounts receivable

 

Trade accounts receivable are non-derivative financial assets with fixed payments or that may be calculated, without quote on the active market. After initial measurement, these financial assets are subsequently measured at the amortized cost according to the effective interest rate method, less impairment. The amortized cost is calculated taking into account eventual discounts or premiums over the acquisition and tariffs or costs composing the interest rate method. The interest rate method amortization is included in the net financial income (loss) under the statement of income for the period. Impairment expenses are recognized in the statement of income for the period.

 

The Company securitizes its accounts receivable through special purpose entities, the PAFIDC and Globex FIDC. (see note 10).

 

Trade accounts receivable deriving from business agreements are related to cash considerations received from trade accounts payable, contractually established and calculated over purchase volumes, marketing actions and freight cost reimbursements, among other modalities.

 

(ii)    Financial liabilities

 

The financial liabilities within the scope of CPC 38 (IAS 39) are classified as loans or financings or derivatives financial instruments designated as hedge instruments in an effective hedge relationship, where applicable. The Company defines the classification of the financial assets and liabilities in the initial recognition.

 

All financial liabilities are recognized initially at fair value, and in the case of loans and financings, plus directly attributable transaction cost.

 

The Company’s financial liabilities include trade and other payables, bank overdraft accounts, loans and financings, debentures and derivative financial instruments.

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies -- Continued 

 

a)  Financial instruments -- Continued

 

(ii)   Financial liabilities -- Continued

 

Subsequent measurement

 

After initial recognition, interest bearing loans and financings are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in the statement of income for the period  when the liabilities are derecognized as well as through the effective interest rate method amortization process.

 

Derecognition of financial liabilities

 

A financial liability is derecognized when the obligation under the liability is discharged,  cancelled or expired.

 

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and a recognition of a new liability, and the difference in the respective carrying amounts is recognized in the statement of income for the period

 

Offsetting of financial instruments

 

Financial assets and financial liabilities are offset and stated net in the quarterly financial information only if recognized amounts can be offset and if there is an intention of settling them on a net basis or realize the assets and settle the liabilities simultaneously.

 

Note 19 contains an analysis of the financial instruments’ fair value and further details on how these are measured.

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies -- Continued 

 

a)  Financial instruments -- Continued

 

(ii)    Financial liabilities -- Continued

 

Put options granted to non-controlling shareholders

 

The classification of equity instruments issued by the Company in equity or debt depends on each instrument’s specific characteristics. An instrument is deemed to be an equity instrument when the following two conditions are met: (i) the instrument does not contain a contractual obligation to deliver cash or another financial asset to another entity, or to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the entity; and (ii) in the case of a contract that will or may be settled in the Company’s own debt instruments, it is either a non-derivative that does not include a contractual obligation to deliver a variable number of the Company’s own equity instruments, or a derivative that should be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments.

 

Accordingly, instruments that are redeemable at the Company’s discretion and for which the remuneration depends on the payment of a dividend are classified in shareholders’ equity.

 

When the Company has a present ownership interest in the shares subject to an option agreement, no noncontrolling interest is recorded and the shares subject to the instrument are accounted for as  own shares. The Company’s policy is to treat any liability associated with the instrument as a liability under CPC 15 (IFRS 3) with changes recognized as contingent consideration against goodwill. Changes to the liability related to the passage of time such as the unwinding of a discount rate or monetary restatement are recognized as financial expense.

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies -- Continued 

 

a)   Financial instruments -- Continued

 

(ii)    Financial liabilities -- Continued

 

Reclassification of debt and equity instruments

 

In order to reclassify debt and equity instrument, the Company shall record them as follows:

 

·       reclassify an equity instrument (shareholders’ equity) as debt instrument (financial liability) as of the date the instrument no longer shows all its characteristics and conditions necessary to support its recognition. The financial liability shall be measured by fair value of instrument on the reclassification date. The Company shall recognize in shareholders’ equity any difference between the carrying amount of equity instrument and the fair value of financial liability on the reclassification date; and

 

·       reclassify a debt instrument as equity instrument (shareholders’ equity) as of the date it shows all the characteristics and meets all the conditions related to its recognition, as set forth by CPC 39 (IAS 32). The equity instrument shall be measured by carrying amount of debt instrument on the reclassification date.

 

b) Hedge accounting

 

The Company uses derivative financial instruments such as, interest rate swaps and exchange variation. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Any gains or losses arising from changes in fair value on derivatives are taken directly to statement of income for the period.

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies -- Continued 

 

b) Hedge accounting -- Continued

 

At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting, and its risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will assess the effectiveness of changes in the hedging instrument’s fair value in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine if they actually have been highly effective throughout the periods of the financial reports for which they were designated.

 

For the purposes of hedge accounting, hedges are classified as fair value hedges when hedging the exposure to changes in the fair value of a recognized asset or liability.

 

Hedges which meet the criteria for hedge accounting are accounted, for the transactions held by the Company, as fair value hedges, adopting the following procedures:

 

·     The change in the fair value of a derivative financial instrument classified as interest rate hedge is recognized as financial income (loss). The change in the fair value of the hedged item is recorded as a part of the carrying amount of the hedged item and is recognized in the statement of income for the period;

 

·      For fair value hedges relating to items carried at amortized cost, the adjustment to carrying amount is amortized in the statement of income over the remaining term to maturity. Effective interest rate amortization may begin as soon as an adjustment exists and shall begin no later than when the hedged item ceases to be adjusted for changes in its fair value attributable to the risk being hedged;

 

·      If the hedge item is derecognized, the unamortized fair value is recognized immediately in the statement of income for the period; and

 

·      In calculating fair value, debt and swaps are measured using rates published in the financial market and projected to the date of maturity, the discount rate used to calculate the interpolation method of foreign currency loans, is developed through curves DDI, Clean Coupon and DIxIene, indexes disclosed by BM&F Bovespa and loans in national currency, the curve is used DI index, published by CETIP and calculated by the method of exponential interpolation.

 

 

  

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

4.    Significant accounting policies -- Continued 

 

c)  Cash and cash equivalents

 

In accordance with CPC 03 (IAS 7), cash and cash equivalents consist of cash, investments that are short term, highly liquid, readily convertible to known amounts of cash and subject to an insignificant risk of changes in value with intention and possibility of rescued in short term. Bank overdrafts are included in current liabilities in the quarterly financial information.

 

d)  Inventories 

 

Inventories are carried at the lower of cost or net realizable value. The cost of inventories purchased is recorded at average cost, including warehouse and handling costs, to the extent these costs are necessary so that make inventories available for sale in the Company’s stores, net of rebates received from suppliers.

 

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale.

 

Inventories are also reduced by an allowance for losses and breakage, which are periodically reviewed and evaluated as to it is adequacy.

 

e)  Present value adjustment of assets and liabilities

 

Current monetary assets and liabilities, when relevant, and noncurrent assets and liabilities, are adjusted to their present value. The present value adjustment is calculated taking into account contractual cash flows and the respective explicit or implied interest rates.

 

Embedded interest rates on revenues, expenses and costs associated with said assets and liabilities are adjusted to the appropriate recognition in conformity with the accrual basis of accounting. The present value adjustment is recorded in those items, subject to the application of rule and “Financial income (loss)” as corresponding entry.

 

 

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Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies -- Continued 

 

f)   Impairment of non-financial assets

 

The impairment test intends to provide the actual net realizable value of asset. This realizable can be directly or indirectly, respectively, by sale or by the cash generation through the asset’s use in the Company's activities.

 

Annually the Company assesses the impairment test in their tangible or intangible assets or when there is any internal or external evidence that the asset may have a loss of recoverable amount.

 

An asset’s recoverable amount is the highest between the asset’s fair value or the value in use of its cash-generating units (CGU), unless the asset does not generate cash inflows that are largely independent from cash inflows of other assets or groups of assets.

 

If the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered non-recoverable and is written down to its recoverable amount. In assessing the recoverable amount, the estimated future cash flows are discounted to their present value, “except to impairment test of deferred taxes", using a pre-tax discount, which represents the Company’s cost of capital (“WACC”), before taxes, that reflects current market assessments of the time value of money and the risks specific to the asset.

 

Impairment losses are recognized in the statement of income for the year in those expense categories consistent with the function of the impaired asset. A previously recognized impairment loss is reversed, “except to the goodwill that cannot be reverted in future period”, if has been a change in the assumptions used to determine the asset’s recoverable amount in its mostly recent initial recognition.

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies -- Continued 

 

g)  Property and equipment

 

Property and equipment is stated at cost, net of accumulated depreciation and/or impairment losses, if any. Such cost includes the amount of replacing a component of the equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant components of property and equipment are replaced, the Company recognizes such components as individual assets with specific useful lives and depreciation. Likewise, when a major replacement is performed, its cost is recognized in the carrying amount of the equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in the statement of income as incurred.

 

Assets category

Annual average depreciation rate %

 

 

Buildings

2.50%

Improvements

4.20%

Data processing equipment

10.00 to 50.00%

Facilities

4.20 to 10.00%

Furniture and fixtures

8.30 to 33.30%

Vehicles

20.00%

Machinery and equipment

2.80 to 50.00%

Decoration

20.00%

 

Items of property and equipment and any significant part are derecognized when no future economic benefits are expected from its use or disposal.  Any gain or loss arising on derecognition of the assets (calculated as the difference between the revenue of divestiture and the carrying amount of the asset) is included in the statement of income for the period.

 

h)  Borrowing costs

 

In accordance with CPC20 (R1) - Borrowing Costs borrowing costs directly attributable to the acquisition, construction or production of an asset that takes a substantial period of time to get ready for its intended use or sale (qualifying asset) are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the year that they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

 

 

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Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.         Significant accounting policies -- Continued 

 

i)   Intangible assets

 

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and any accumulated impairment losses. Intangible assets internally generated, excluding capitalized software development costs, are not capitalized and the expenditure is reflected in the statement of income for the period when incurred.

 

Intangible assets consist mainly of purchased software acquired from third parties, software developed for internal use and commercial rights (stores’ right to use), list of customers, profitable lease agreements, profitable supply agreements of furniture and trade names.

 

Intangible assets with definite useful lives are amortized by the straight-line method. Assets with definite useful lives represented by profitable lease agreement and profitable supply agreement of furniture are amortized according to the economic benefits raised by agreements and tested for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and method are reviewed, at least, at the end of each year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting assumptions. The amortization expenses on intangible assets with definite useful lives are recognized in the statement of income for the period in the corresponding category consistent with the function of the intangible asset.

 

Software development costs recognized as assets are amortized over their estimated useful lives, which is 10 (ten) years.

 

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment at each year-end or whenever there is an indication that their carrying amount cannot be recovered, either individually or at the cash generating unit level.  The assessment is reviewed annually to determine whether the indefinite useful life continues to be valid.  If not, the change in useful life from the indefinite to definite is made on a prospective basis.

 

Gains or losses when applicable, arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset, being recognized in the statement of income for the year when the assets are write off.

 

 

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Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies -- Continued 

 

j)   Classification of assets and liabilities as current and non-current

 

Assets (excluding deferred income and social contribution tax) that are expected to be realized in or are intended for sale or consumption within twelve months after the balance sheet date, are classified as current assets. Liabilities (excluding deferred income and social contribution tax) that are expected to be settled within twelve months as of the balance sheet date are classified as current. All others assets and liabilities (including deferred taxes) are classified as “noncurrent”.

 

All deferred tax assets and liabilities are classified as noncurrent assets or liabilities, net by consolidated entity.

 

k)  Leasing 

 

The determination of whether an arrangement is, or contains leasing, is based on the substance of the arrangement at inception date,i.e., whether fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset.

 

Company as a lessee

 

Financial lease agreements, which transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are allocated between finance charges and reduction of leasing liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in the statement of income for the period.

 

Leased assets are depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Company will obtain ownership by the end of the lease term, the asset is depreciated over the shortest of the estimated useful life of the asset and the lease term.

 

Lease agreements are classified as operating leasing when there is no transfer of risk and benefits incidental to ownership of the leased item.

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies -- Continued 

 

k)   Leasing  – Continued

 

Company as a lessee - Continued

 

The installment payments of leasing (excluding costs of services, such as insurance and maintenance) classified as operating lease agreements are recognized as expenses, according to their accrual basis, during the lease term.

 

Contingent rents are recognized as expenses in the periods that they are earned.

 

Company as a lessor

 

Lease agreements where the Company does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating lease. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the agreement term on the same bases as rental income.

 

Contingent rents are recognized as revenue in the period in which they are earned.

 

l)   Provisions 

 

Provisions are recognized when the Company has a present obligation (legal or not formalized) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of income, net of any reimbursement.

 

m) Dividend distribution

 

Dividend distribution to the Company’s shareholders is recognized as a liability at the end of the year, based on the minimum mandatory dividends established by the statutory law. Any amount above of that amount is only recorded at the date on which such incremental dividends are approved by the Company’s shareholders.

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies -- Continued 

 

n)  Prepaid Revenue

      

The prepaid revenue are recognized by the Company through the anticipation of amounts received from business partners for exclusivity intermediation service of additional or extended guarantees and recognized in income by the evidence service in the sale of these guarantees with the business partners.

 

o) Shareholders’ equity

 

Common and preferred shares are classified as shareholders’ equity.

 

When any related party purchases the Company’s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs is deducted from capital of Company’s shareholders until the shares are cancelled or reissued. When such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs, is included in capital of the Company’s shareholders. No gain or loss is recognized on the purchase, sale, issuance or cancellation of the Company’s own equity instruments. Any difference between the carrying amount and the consideration is recognized in other capital reserves.

 

p) Share-based payment

 

Employees (including senior executives) of the Company receive remuneration in the form of share-based payment, whereby employees render services as consideration for equity instruments (“equity-settled transactions”).

 

In situations where equity instruments are issued and some of the goods or services received by the Company as a counter-provision can not be specifically identified, the identified goods or services not received (or to be received) are measured as the difference between the fair value of operation of share-based payment and the fair value of any identifiable goods or services received at the grant date. Then, the value is capitalized or released as expense, as appropriate.

 

Equity-settled transactions

 

When any related party purchase the Company's shares (treasury shares), the consideration paid including any directly attributable cost is deducted from equity until the shares are canceled or reissued. When such shares are subsequently reissued, any consideration paid, net of costs attributable transaction, is included in equity. There is no gain or loss recognized in the purchase or sales issue or cancellation of equity instruments. Any difference between book value and the consideration paid is recorded as capital reserve.

 

The cost of equity-settled transactions is recognized, together with a corresponding increase in shareholders’ equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognized for equity instruments at each reporting date until the vesting date, reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments to be acquired.

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies -- Continued 

 

p) Share-based payment -- Continued

 

Equity-settled transactions -- Continued

 

The expense or income for each period represents the movement in cumulative expense recognized at the beginning and end of period. No expense is recognized for services that will not complete its acquisition period, except for equity-settled transactions where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

 

Where an equity instrument is modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification.

 

In case of cancellation of an equity instrument, it is treated as if it totally vested on the date of cancellation, and any expense not yet recognized for the premium, recognized immediately in the statement of income. This includes any premium where non-vesting conditions within the control of either the Company or the employee are not met. However, if the cancelled plan is replaced by another plan and designated as a replacement grants on the date that it is granted, the cancelled grant and new plan are treated as if they were a modification of the original grant, as described in the previous paragraph. All cancellations of equity-settled transaction are treated equally.

 

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share (see note 25).

 

q) Earnings per share

 

Basic earnings per share are calculated based on the weighted average number of shares of each category outstanding during the period, excluding shares issued in payment of dividends and treasury shares.

 

Diluted earnings per share are calculated as follows:

 

·       numerator:  earnings for the period; and

·       denominator:  the number of shares of each category is 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 in Company’s shares are included in the calculation only when their settlement would have a dilutive impact on earnings per share.

 

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies -- Continued 

 

r)   Determination of net income

 

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates, and sales taxes or duty. The Company assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. The Company has concluded that it is acting as a principal in all of its revenue arrangements, except for those referring to extended warranty and insurance policy brokerage.  Specifically in this case, the Company operates as an agent, and revenue is recognized on a net basis, which reflects the commission received from insurance companies. The following specific recognition criteria must also be met before revenue is recognized:

 

(i)  Revenue 

 

a)  Sales of goods

 

Revenues are recognized at the fair value of the consideration received or receivable for the sale of goods and service. Revenues from the sale of products are recognized when their value can be measured reliably, all risks and benefits inherent to the product are transferred to the buyer, the Company no longer has the control or responsibility over the goods sold and the economic benefits generated to the Company are probable. Revenues are not recognized if their realization is uncertain.

 

b)  Interest income

 

For all financial instruments measured at amortized cost, interest income or expense is recorded using the effective interest rate, which is the rate that discounts the estimated future cash payments or receipts through the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Interest income is included in the financial income (loss) under the statement of income for the period.

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies -- Continued 

 

r)   Determination of net income -- Continued

 

(ii)    Cost of goods sold

 

The cost of goods sold comprises the cost of purchases net of discounts and bonuses received from trade accounts payables, changes in inventory and logistics costs.

 

Bonus received from trade accounts payables is measured based on contracts and agreements signed with trade accounts payables.

 

The cost of sales includes the cost of logistics operations managed or outsourced by the Company, comprising warehousing, handling and freight costs incurred until the availability of goods for sale. The transport costs are included in the acquisition costs.

 

(iii)   Selling expenses  

 

The selling expenses consist of all store expenses, such as salaries, marketing, occupancy, maintenance, etc.

 

(iv)   General and administrative expenses

 

The general and administrative expenses correspond to overheads and the cost of corporate units, including the purchasing and procurement, IT and finance functions.

 

(v)    Other operating expenses, net

 

The other operating income and expense correspond to the effects of major events occurring during the period that do not meet the Company’s definition for the other statement of income line items.

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies -- Continued         

 

r)   Determination of net income -- Continued

 

(vi)   Financial result

 

Finance expenses include, substantially, all expenses generated by net debt and the receivables securitization during the period offset by capitalized interest, losses related to the measurement of derivatives at fair value, losses on disposals of financial assets, finance charges on lawsuits and taxes interest charges on financial lease, as well as discounting adjustments.

 

Finance income includes income generated by cash and cash equivalents and escrow deposits, gains related to the measurement of derivatives at fair value, purchase discounts obtained from trade accounts payables, and revenues referring to discounts.

 

s)  Taxation 

 

Current income and social contribution taxes

 

Current income and social contribution tax assets and liabilities, for the current and prior periods, are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the tax are those that are enacted or substantially enacted, at the balance sheet dates.

 

The taxation on income comprises the Corporate Income Tax (“IRPJ”) and Social Contribution on Net Income (“CSLL”), being calculated based on taxable income (adjusted income), at rates applicable in the prevailing laws – 15% over taxable income and 10% surcharge over the amount exceeding R$ 240 in taxable income yearly for IRPJ and 9% for CSLL.

 

Deferred income and social contribution taxes

 

Deferred income and social contribution taxes are generated by temporary differences at the balance sheet date, between the tax basis of assets and liabilities and their carrying amounts.

 

Deferred income and social contribution tax assets are recognized for all deductible temporary differences, and unused tax losses, to the extent that it is probable that taxable profit will be available against which to deduct the temporary differences and unused tax credits and losses except where the deferred income and social contribution tax assets relating to the deductible temporary difference arise from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor tax profit or loss.

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies – Continued   

 

s)  Taxation  - Continued

 

Deferred income and social contribution taxes - Continued

 

Deferred income and social contribution taxes liabilities referring to all temporary taxable differences, except when the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in an operation, rather than a business combination and, at the time of the operation, affects neither the accounting net profit nor taxable loss.

 

With respect to deductible temporary differences associated with investments in subsidiaries and associates, deferred income and social contribution taxes are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.      

 

The carrying amount of deferred income and social contribution tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income and social contribution taxes to be utilized. Unrecognized deferred income and social contribution tax assets are reassessed at each balance sheet date and are recognized to the extent that it has become probable that future taxable profits will allow these assets to be recovered.

 

Deferred income and social contribution tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet dates.

 

Deferred taxes related to items directly recognized in shareholders’ equity are also recognized in shareholders’ equity and not in the statement of income.

 

Deferred income and social contribution tax assets and liabilities are offset if there is a legal or contractual right to offset the tax assets against the income tax liabilities and deferred taxes refer to the same taxpayer company and to the same tax authority.

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies – Continued   

 

s)  Taxation  - Continued

 

Other taxes

 

Revenues from sales and services are subject to taxation by State Value-Added Tax (“ICMS”), Services Tax (“ISS”), Social Contribution Tax on Gross Revenue for the Social Integration Program (“PIS”) and Social Contribution Tax on Gross Revenue for Social Security Financing (“COFINS”) at rates prevailing in each region and are presented as deductions from sales in the statement of income.

 

The amounts recoverable derived from non-cumulative ICMS, PIS and COFINS are deducted from cost of goods sold.

 

Taxes recoverable or prepaid taxes are shown in the current and noncurrent assets, in accordance with the estimated timing of their realization.

 

Sales taxes

 

Revenues, expenses and assets are recognized net of the amount of sales tax except:

 

·       Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in this case, the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

 

·       Receivables and payables that are stated with the amount of sales tax included. The net amount of sales tax recoverable from, or payable to, the tax authority is included as part of receivables or payables in the balance sheets.

 

t)   Business combinations and goodwill

 

Business combinations are recorded using the acquisition method. The cost of an acquisition is measured as the sum between the consideration transferred, measured at fair value on the acquisition date and the remaining amount of noncontrolling interest in the acquired company. For each business combination, the acquirer measures the non-controlling interest in the acquired company at fair value or through the proportional interest in acquired company’s identifiable net assets. The acquisition costs incurred are treated as expense and included in the administrative expenses.

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies – Continued   

 

t)   Business combinations and goodwill - Continued

 

When the Company acquires a business, it assesses financial assets and liabilities to the appropriate classification and designation according to contractual terms, economic circumstances and relevant conditions on the acquisition date. This includes the separation of derivatives embedded in agreements by the acquired company.

 

If the business combination occur in phases, the fair value on the acquisition date of interest previously held by acquirer in acquired company is adjusted to fair value on if the acquisition date through statement of income.

 

Any contingent payment to be transferred by acquirer will be recognized at fair value on the acquisition date. Subsequent changes in fair value of contingent payment considered as an asset or liability will be recognized under CPC 38 (IAS 39) through statement of income or as change in other comprehensive income. If the contingent payment is classified as equity, it will not be adjusted until it is finally settled under shareholders’ equity.

 

Goodwill is initially measured at cost and the excess between the consideration transferred and the amount recognized for non-controlling interest over assets acquired and liabilities assumed. If this payment is lower than the fair value of net assets of acquired subsidiary, the difference is recognized in the statement of income as gain due to profitable purchase.

 

After initial recognition, the goodwill is measured at cost, less eventual impairment losses. For the purposes of impairment test, the goodwill acquired in a business combination is, as of the acquisition date, allocated to each one of the Company's cash generating units which shall benefit from the business combination, regardless if other assets or liabilities of the acquired company will be assigned to these units.

 

In cases the goodwill composes a cash generating unit and part of the operation at this unit is sold, the goodwill related to the sold operation is included in the book amount of the operation when profit or loss earned with the sale of operation is calculated. This goodwill is then measured based on the sold operation-related amounts and part of the cash generating unit which was allocated. 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

4.    Significant accounting policies – Continued 

 

u)  Pension plan

 

The pension plan is funded through payments to insurance companies, which are classified as defined contribution plan according to CPC 33 (IAS 19). A defined contribution plan is a pension plan through which the Company pays fixed contributions  to a separate legal entity. The Company has no legal or constructive obligation to pay additional contributions if the fund does not have sufficient assets to pay the benefits to all employees referring to length of service in current and previous years.

 

v)  Customer loyalty programs  

 

These are used by the Company to provide incentives to its customers in the sale of products or services. If customer buys products or services, the Company grants them credits. Customer may redeem the credits free of charge as a discount in the amount of products or services.

 

The Company estimates the fair value of scores granted according to the customer loyalty program, applying statistical techniques, considering the maturity of the plan defined in the regulation.

 

y) Statement of value added

 

This statement aims to highlight the wealth created by the Company and its distribution during specific period and it is presented as required by Brazilian corporate law, as part of the quarterly financial information of Company and Consolidated, because it is not a provided statement and mandatory according to IFRS.

 

This statement was prepared based on information obtained from accounting records that are the basis of preparation of financial statements and in accordance with the provisions of technical pronouncement CPC 09 - Statement of Value Added. The first part introduces the wealth by the Company, represented by the proceeds (gross proceeds of sales, including taxes, other revenues and the effects of allowance for doubtful accounts), by the inputs purchased from third parties (cost of sales and purchases of materials, energy and services from third parties, including the taxes included in the time of acquisition, the effects of loss and recovery of assets and depreciation and amortization) and the added value received from third parties (equity income, financial income and other revenue). The second part of the statement shows the distribution of wealth between personal, taxes and contributions, return on third-party capital and equity.

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

 

5.    Standards issued but not yet effective

 

There are no CPCs issued which are not effective yet, but there are IFRS issued to which there is no change in CPCs in force, but it is expected that the Brazilian standards will be in conformity with the international standards until the start date thereof. Below a summary of the IFRS  issued but not effective yet, as well as expectations of their effects on the Company’s quarterly financial information:

 

IFRS 9 – Financial Instruments - Classification and Measurement - IFRS 9 concludes the first part of the replacement project of “IAS 39 Financial Instruments: Recognition and Measurement”. IFRS 9 uses a simple approach to determine if a financial asset is measured at the amortized cost or fair value, based on the way how an entity administers its financial instruments (its business model) and the contractual cash flow, which is a characteristic of the financial assets. The standard also requires the adoption of only one method to determinate asset impairment.  The standard will be effective for annual periods beginning on January 1, 2013.

 

IFRS 10 - Consolidate financial statements - IFRS 10 replaces of SIC 12 and IAS 27 and applies to consolidated financial statements when an entity controls one or more other entities. The standard include a new definition of control that represents three elements: a) power over the investee; b) exposure, or rights, to variable returns from its involvement with the investee; and c) the ability to use its power over the investee to affect the amount of the investor's returns. The standard is effective for annual periods beginning on or after January 1º, 2013.

 

IFRS 11 - Joint arrangements - IFRS 11 replaces of SIC 13 and IAS 31 and applies to joint-controlled entities. In accordance with the standard, the participation agreements are classified as joint operations or joint ventures, as the rights and obligations of these agreements. Joint ventures should be accounted by the equity method, while the joint-controlled entities may be accounted by the equity method or by the proportionate accounting method. The standard is effective for annual periods beginning on or after January 1º, 2013.

 

IFRS 12 - Disclosure of interests in other entities - IFRS 12 applies to Disclosure of interests in other entities, which is intended to enable users to know the risks, the nature, and the
effects in the financial statements of the interest in other entities. The standard is effective for annual periods beginning on or after January 1º, 2013.

 

IFRS 13 - Fair value measurements - IFRS 13 applies when another IFRS requires or permits fair value measurements or disclosures about fair value measurements (and measurements, such as fair value less costs to sell, based on fair value or disclosures about those measurements). The standard is effective for annual periods beginning on or after January 1º, 2013.

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

5.    Standards issued but not yet effective - Continued 

 

IASB issued clarifications on the IFRS rules and amendments for application afterMarch 31, 2012. Below, the main amendments:

 

·         IAS 1 – Presentation of Financial Statement: Presentation of items under Other Comprehensive Income;

 

·         IAS 12 – Income Taxes: This standard clarifies the calculation of deferred tax on investment property measured at fair value. It introduces the refutable assumption that the deferred tax on investment property measured at the fair value method in IAS 40 – Investment property should be defined based on the fact that its carrying amount will be recovered through sale;  

 

·         IAS 19 – Employee Benefits: It includes from substantial amendments, such as the removal of corridor mechanism and the concept of expected return on plan assets until simple clarifications on valuations, devaluations and reformulation;

 

·         IAS 27 – Consolidated and Separate Financial Statement: As a result of future application of IFRS 10 and 12, what remains in this standard is restricted to the accounting for subsidiaries, jointly-controlled entities and associates in separate financial statements;

 

·         IAS 28 – Investments in Associates: As a result of future application of IFRS 11 and 12, current standard now is IAS 28 – Investment in associates and Joint Ventures and describes the application of equity method for investments in joint ventures, in addition to investments in associates; and

 

·         IAS 32 – Financial Instruments: Presentation: It clarifies some requirements for offsetting financial assets and liabilities.

 

The Company will deepen its studies on the adoption of these pronouncements and interpretations, however, it does not expect any significant effects in its individual and consolidated quarterly financial information.

 

There are no other rules or interpretations issued that have not been adopted yet that according to the Management’s opinion, may adversely affect the Company’s income (loss) or shareholders’ equity.

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

6.    Significant accounting judgments, estimates and assumptions

 

Judgments

 

The preparation of the Company’s individual and consolidated quarterly 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 period. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. In the process of applying the Company’s accounting policies, Management has made the following judgments, which have the most significant effect on the amounts recognized in the individual and consolidated quarterly financial information:

 

a)   Financial  lease commitments – Company as lessee -

 

The Company has entered into commercial property leasing agreements in its leased property portfolio and, based on an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks and rewards of ownership of these properties and recorded the agreements as financial lease.

 

b)  Impairment 

 

According to the method released in note 4 (f) the Company assessed if there was indication of assets impairment and in the year ended December 31, 2011, no signs or facts were identified that warrant a new assessment. 

 

 

Estimates and assumptions

 

a)  Income taxes

 

Given the nature and complexity of Company’s business, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to income tax and expense already recorded. The Company establishes provisions, based on reasonable estimates, for eventual consequences of audits by the tax authorities. The amount of such provisions is based on various factors, such as experience of previous tax audits and different interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective company's domicile.

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

6.    Significant accounting judgments, estimates and assumptions -- Continued 

 

Estimates and assumptions -- Continued

 

a)  Income taxes -- Continued

 

Deferred income and social contribution tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant Management judgment is required to determine the amount of deferred income and social contribution tax assets that can be recognized, based upon the profit estimates and the level of future taxable profits, based on the business plan approved by the Board of Directors.

 

The Company has tax losses amounting to a tax benefit of R$859,164 at March 31, 2012 (R$764,524 in December 31, 2011). These losses do not have limitation periods and relate to subsidiaries that have tax planning opportunities available to support these balances.

 

Further details on taxes are disclosed in the Note 21.

 

b)  Fair value of derivatives and other financial instruments

 

Where the fair value of financial assets and financial liabilities recorded in the quarterly financial information cannot be derived from active markets, they are determined  according to the hierarchy set by CPC 38 (IAS39), to which certain valuation techniques are determined, including the discounted cash flow model. The inputs to these models are taken from observable markets where possible or information about comparable operations and transactions on the market. The judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

 

The fair value of financial instruments that are actively traded on organized markets is determined based on the market quotes, on the balance sheet dates, without any deduction for transaction costs. For financial instruments that are not actively traded, the fair value is based on valuation techniques defined by the Company and compatible with usual practices on the market.  These techniques include the use of recent market arm’s length transactions, notional to the fair value of similar financial instruments, analysis of discounted cash flows or other valuation models.

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

6.    Significant accounting judgments, estimates and assumptions -- Continued 

 

Estimates and assumptions -- Continued

 

b)  Fair value of derivatives and other financial instruments -- Continued

 

When the fair value of financial assets and liabilities recorded in the balance sheet cannot be observed in active markets, they are determined by valuation techniques, including the discounted cash flow method. These methods inputs are collected from the market, where applicable, when these observations are not possible, judgment is required to determine the fair value. This judgment includes considerations of inputs, such as: liquidity risk, credit risk and volatility. Changes in these factors assumptions may affect the fair value of the financial instruments.

 

c)  Share-based payments

 

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the stock option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in the Note 25.

 

d)  Goodwill impairment

 

The Company annually tests whether goodwill went through any loss, according to the accounting policy outlined in Note 4 and CPC 1 (IAS 36). Cash-generating units’ recovery amounts have been calculated in the preparation of the annual financial statement, based on calculations of recoverable amount and market quotes and adjustment have not been  identified.

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

7.    Cash and cash equivalents

 

Financial investments at March 31, 2012 earn interest mainly at the Interbank Deposit Certificate (“CDI”) rate.

 

 

 

Parent Company

 

Consolidated

 

Rate ¹

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

 

 

 

 

 

 

 

Cash and bank accounts

 

97,641

144,507

 

316,802

522,293

 

 

 

 

 

 

 

Financial investments:

 

 

 

 

 

 

Itaú BBA

98.7% CDI and Selic ²

350,337

549,678

 

812,321

879,271

Itaú – Delta Fund

101.1%

374,588

1,069,170

 

1,270,846

1,738,612

Banco do Brasil

101.3%

610,689

400,167

 

843,601

631,620

Bradesco

100.6%

1

118,051

 

74,598

852,181

Santander

102.0%

100,099

3,080

 

101,095

110,996

CEF

98.7%

2,881

2,812

 

3,881

2,812

Votorantim

103.8%

2,697

2,640

 

6,411

7,433

Safra

101.2%

89,980

1,826

 

303,058

156,305

Outros

26.6%

2,498

36,852

 

13,198

68,432

 

 

1,631,411

2,328,783

 

3,745,811

4,969,955

¹ Average CDI Rate

² The Selic rate is established by the Monetary Policy Committee (“COPOM”).

 

8. Trade accounts receivable

 

 

Parent Company

 

Consolidated

 

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

 

 

 

 

 

 

Credit card companies (a)

125,422

144,227

 

341,216

429,697

Debit card companies (b)

-

-

 

22,727

29,314

Sales vouchers and others

75,044

92,810

 

107,424

136,454

Consumer finance (c)

-

-

 

1,981,845

1,959,768

Consumer finance - Bradesco (c.1)

-

-

 

6,427

25,606

Credit sales with post-dated checks

835

984

 

3,833

4,010

Accounts receivable from wholesale customers

-

-

 

6,758

49,106

Accounts receivable – FIDCs (d)

-

-

 

2,363,639

2,558,726

Adjustment to present value (e)

-

-

 

(8,516)

(10,823)

Private label credit card – interest-free installment payment

17,359

19,214

 

17,359

19,214

Allowance for doubtful accounts (f)

-

-

 

(194,714)

(210,970)

Accounts receivable from suppliers(h)

284,452

336,545

 

391,741

447,398

Accounts receivable from related parties

169,841

197,758

 

-

-

Current

672,953

791,538

 

5,039,739

5,437,500

 

 

 

 

 

 

Trade accounts receivable – Paes Mendonça (g)

-

-

 

448,405

445,056

Consumer finance

-

-

 

101,268

117,783

Allowance for doubtful accounts (f)

-

-

 

(6,365)

(6,998)

Noncurrent

-

-

 

543,308

555,841

 

 

 

 

 

 

 

672,953

791,538

 

5,583,047

5,993,341

           

 

 

 

 

 

Page 72 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

8. Trade accounts receivable -- Continued 

 

a)  Credit card companies

 

Credit card sales are receivable from the credit card companies. In the subsidiariesVia Varejo, NCB and Nova Pontocom, credit card receivables, related to the sale of home appliances, are receivable in installments not exceeding 18 months, and such credit card receivables are discounted to banks or credit card management companies, in order to obtain working capital.

 

b)  Debit card companies

 

Debit card sales are receivable from the debit card of appliances and furniture stores of Via Varejo and its subsidiary NCB, whose resources are available on the day after (D+1) following thecompletion of sale by debit card.

 

c) Consumer credit

 

Refer to consumer direct credit through dealer (CDCI) which can be paid in 24 installments, mainly in subsidiary NCB.

 

The Company maintains agreements with financial institutions where it is referred to as intervening party of these operations. (see note 18).

 

c. 1)   Consumer finance – Banco Bradesco

 

Until November 2010, subsidiary NCB maintained an operating agreement with Banco Bradesco (“Bradesco”), through its subsidiary Finasa, for the granting of credit to its customers aiming at making feasible the acquisition of its goods at stores. As a result of credit granted to customers, NCB received the principal amount financed by Bradesco on the first business day following the sale date.

 

According to this agreement, NCB is liable for the extrajudicial collection of defaulting customers, bearing the corresponding expenses. After elapsing 45 days of the initial maturity of overdue installments, the NCB acquires the credit by means of assignment. Within this context, as required by CPC 38 (IAS 39) – Financial Instruments: Recognition and Measurement, the risks and benefits related to trade accounts receivable assigned to Bradesco are not substantially transferred to the counterparty, which is recognized in the NCB’s balance sheet against “Loans and Financings”.

 

The outstanding balance of these receivables under NCB’s responsibility at March 31, 2012 was R$6,427 (R$25,606 in December 31, 2011).

 

 

Page 73 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

8. Trade accounts receivable -- Continued 

 

d)  Accounts receivable - FIDCs

 

The Company and Subsidiaries carrying out securitization operations of its receivables, mainly represented by credit sales with tickets and credit card companies receivables, with the PAFIDC and Globex FIDC. The volume of operations stood at R$2,477,888 at March 31, 2012 (R$2,390,481 in March 31, 2011) for PAFIDC, R$837,737 at March 31, 2012 (R$870,172 in March 31, 2011) for Globex FIDC, in which the responsibilities for services rendered and subordinated interests were retained. The consolidated securitization costs of such receivables amounted to R$24,345 in March 31, 2012 (R$41,488 in March 31, 2011) for PAFIDC and R$30,653 (R$32,299  in March 31, 2011) for Globex FIDC, recognized as financial expenses in the statement of income for the period.

 

Services rendered, which are not remunerated, include credit analysis and the assistance by the collection department to the fund’s manager.

 

The outstanding balances of these receivables in PAFIDC and Globex FIDC at March 31, 2012 were R$2,363,639 (R$2,558,726 in December 31, 2011), net of allowance for losses.

 

e)  Adjustment to present value

 

The discount rate used by subsidiary NCB considers current market valuations as to the cash value over time and asset's specific risks. Credit sales with the same cash value were carried to their present value on the date of the operation, in view of their terms, adopting the monthly average rate of receivables anticipation with credit card companies. In March 31, 2012 these rates were in average 0.87% (0.97% in December 31, 2011).

 

f)   Allowance for doubtful accounts

 

The allowance for doubtful accounts is based on average historical losses complemented by Company's estimates of probable future losses:

 

 

 

Consolidated

 

 

03.31.2012

12.31.2011

 

 

 

 

At the beginning of the period

 

(217,968)

(180,964)

Allowance for doubtful accounts

 

(58,387)

(268,902)

Recoveries and provision writte-off

 

75,276

231,898

At the end of the period

 

(201,079)

(217,968)

 

 

 

 

Current

 

(194,714)

(210,970)

Noncurrent

 

(6,365)

(6,998)

 

 

 

 

 

Falling due

 

Bonds due

 

 

Total

 

 

<30 days

 

30-60 days

 

61-90 days

 

>90 days

03.31.2012

 

5,583,047

 

5,433,346

 

86,144

 

29,985

 

29,284

 

4,288

12.31.2011

 

5,993,341

 

5,818,401

 

109,509

 

31,935

 

20,776

 

12,720

 

 

Page 74 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

 

8. Trade accounts receivable -- Continued 

 

g)  Accounts receivable – Paes Mendonça

 

The accounts receivable from Paes Mendonça relate to amounts deriving from the payment of third party liabilities by the subsidiaries Novasoc and Sendas. Pursuant to contractual provisions, these accounts receivable are monetarily restated (IGPM) and guaranteed by commercial leasing rights of certain stores currently operated by the Company, Novasoc and Sendas. Maturity of accounts receivable is linked to the lease agreements.

 

h)  Accounts receivable from suppliers

 

Accounts receivable from suppliers includes rebates and discounts obtained from suppliers. These amounts are established contractually and include amounts for volume purchase discounts, joint marketing programs, freight reimbursements, and other similar programs.

 

9. Other accounts receivable

 

 

Parent Company

 

Consolidated

 

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

Accounts receivable related of sale from property and equipment

-

-

 

66,377

50,423

Cooperative advertising with suppliers

-

-

 

46,238

50,617

Advances to suppliers

17,667

17,958

 

36,994

21,345

Accounts receivable related of credits non accepted

47,305

41,674

 

96,149

86,252

Claims to receive

1,670

248

 

16,102

49,927

Trade accounts receivable from services

3,491

3,491

 

3,982

4,706

Rental receivable

6,795

8,905

 

10,812

13,462

Other accounts receivable – PAFIDC

-

-

 

17,272

46,466

Loans to employees

-

-

 

3,271

11,925

Boa Esperança Supermarket

8,393

8,393

 

8,393

8,393

Cyrela Empreendimentos

-

-

 

14,000

14,000

Others

3,648

6,198

 

27,147

28,949

 

88,969

86,867

 

346,737

386,465

 

 

 

 

 

 

Current

38,718

40,131

 

234,895

279,453

Noncurrent

50,251

46,736

 

111,842

107,013

 

10.   Receivables Securitization Fund

 

a)  Receivables Securitization Fund - Pão de Açúcar

 

PAFIDC is a receivables securitization fund created for the purpose of acquiring the Company and its subsidiaries’ trade accounts receivables, arising from sales of products and services to their customers, except for receivables from installment sales and post-dated checks. The fund has a defined term ending on December 7, 2012.

 

 

 

 

Page 75 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

 

10.   Receivables Securitization Fund --Continued 

 

a)  Receivables Securitization Fund - Pão de Açúcar --Continued 

 

The capital structure of the fund, at March 31, 2012, is composed by 10,295 senior quotas held by third parties in the amount of R$1,167,425 (R$1,235,901 in December 31, 2011), which represent 89.23% of the fund’s equity (89.90% in December 31, 2011) and 2,864 subordinated quotas (also in December 31, 2011), held by the Company and subsidiaries in the amount of R$140,864, which representing 10.77% of the fund’s equity (10.10% in December 31, 2011).

 

The subordinated quotas were imputed to the Company and are recorded in noncurrent assets, as interest in the receivables securitization fund, with a balance of R$126,109 at March 31, 2012 (R$124,276 in December 31, 2011). The interest held in subordinated quotas represents the maximum exposure to the securitization operations losses.

 

The interest rates of senior shares are shown below:

 

 

 

 

 

03.31.2012

 

12.31.2011

Quotaholders

 

Amount

 

CDI Rate

 

Balance

 

CDI Rate

 

Balance

 

redeemable

redeemable

 

 

 

 

 

 

 

 

 

 

 

Senior A

5,826

 

108.0%

 

677,492

 

108.0%

 

758,660

Senior B

4,300

 

108.0%

 

213,135

 

108.0%

 

207,614

Senior C

169

 

108.0%

 

276,798

 

108.0%

 

269,627

 

 

 

 

 

 

1,167,425

 

 

 

1,235,901

 

Subordinated quotas are registered and non-transferable, and were issued in a single series. The Company will redeem the subordinated quotas only after the redemption of senior quotas or at the end of the fund’s term. Once the senior quotas have been remunerated, the subordinated quotas will receive the balance of the fund’s net assets after absorbing any losses on receivables transferred and any losses attributed to the fund. Their redemption value is subject to credit, prepayment, and interest rate risks on the transferred financial assets.

 

The holders of senior quotas have no recourse against the other assets of the Company in the event customers’ delinquency. As contractually agreement between the Company and PAFIDC, the transfer of receivables is irrevocable, irreversible and definitive.

 

b)  Receivables Securitization Fund – Globex FIDC

 

Globex FIDC is a receivables securitization fund created to acquire the trade accounts receivable of Via Varejo and its subsidiary, including NCB and Nova Pontocom (mainly credit card), originated from the sale of products and services to its customers. This fund was created at May 26, 2010 with determinate, ending on November 11, 2013.

 

 

 

 

 

Page 76 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

10. Receivables Securitization Fund -- Continued 

 

b)  Globex Receivables Securitization Fund – Globex FIDC -- Continued 

 

The capital structure of the fund, at March 31, 2012 is composed by 11,666 senior quotas held by third parties, amounting to R$1,215,949 (R$1,184,522 in December 31, 2011), representing 85.13% of the fund’s equity (85.00% in December 31, 2011) and 1,910 subordinated quotas (the same in December 31, 2011), held by the Company and its subsidiaries, amounting to R$212,392 (R$209,068 in December 31, 2011), representing for 14.87% of the fund’s equity (15% in December 31, 2011).

 

Subordinated quotas were imputed to Via Varejo and are recorded in noncurrent assets, as participation in the securitization fund, with balance of R$212,392 at March 31, 2012 (R$209,068 in December 31, 2011). The interest held in subordinated quotas represents the maximum exposure to the securitization operations losses.

             

The interest rates of senior quotas are shown below:

 

 

 

 

 

03.31.2012

 

12.31.2011

Quotaholder

 

Amount

 

CDI rate

 

Balance
redeemable

 

CDI rate

 

Balance
redeemable

 

 

 

 

 

 

 

 

 

 

 

Senior - 1st Series

 

11,666

 

107.75%

 

1,215,949

 

107.75%

 

1,184,522

 

Subordinated quotas are registered and non-transferable and were issued in a single series. The subsidiary Via Varejo will redeem the subordinated quotas only after the redemption of senior quotas or at the end of the fund’s term. Once the senior quotas have been remunerated, the subordinated quotas will receive the fund’s net assets after absorbing any losses on receivables transferred and any losses attributed to the fund. Their redemption value is subject to credit, prepayment and interest rate risks on the transferred financial assets.

 

The holders of senior quotas have no recourse against the other assets of the subsidiary Via Varejo in the event of customers’ delinquency. As contractually agreed upon between the subsidiary Via Varejo and PAFIDC, the transfer of receivable is irrevocable, irreversible and definite.

 

11.   Inventories

 

 

Parent Company

 

Consolidated

 

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

 

 

 

 

 

 

Stores

1,156,046

1,172,026

 

3,253,790

3,489,429

Warehouses

812,225

796,600

 

2,108,359

2,292,939

Bonus in inventories

(45,838)

(46,908)

 

(108,273)

(130,303)

Provision for obsolescence/breaking

(4,363)

(6,780)

 

(51,273)

(75,757)

Present value adjustment

-

-

 

(24,627)

(23,539)

 

1,918,070

1,914,938

 

5,177,976

5,552,769

 

 

 

 

Page 77 of 153


 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

11.   Inventories -- Continued 

 

The Company appropriates to the income (loss) of the period the bonus received from suppliers at the same time the bonus inventories is realized. The bonus in inventories in the parent company received and unrealized amounts to R$45,838 at March 31, 2012 (R$46,908 in December 31, 2011), in the Consolidated the amount is R$108,273 (R$130,303 in December 31, 2011). In March 31, 2012 the Company recorded provision for obsolescence (low turnover) and breaking inventories in the amount R$4,363 (R$6,780 in December 31, 2011) and R$51,273 (R$75,757 in December 31, 2011) in the parent company and consolidated, respectively.

 

The adjustment to present value of inventories refers to the corresponding entry of adjustment to present value of the indirect subsidiary NCB’s trade accounts payables.

 

12.   Recoverable taxes

 

The balances of recoverable taxes refer to credits from Withholding Income Tax, (“IRRF”), Social Contribution Tax on Gross Revenue for the Social Integration Program (“PIS”), Social Contribution Tax on Gross Revenue for Social Security Financing (“COFINS”) and recoverable State Value-Added Tax (“ICMS”):

 

 

Parent Company

 

Consolidated

 

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

Current

 

 

 

 

 

Taxes on sales

190,443

176,986

 

638,370

434,530

ICMS recoverable (a)

183,285

169,829

 

472,982

262,242

PIS/COFINS recoverable

7,158

7,157

 

165,388

172,288

 

 

 

 

 

 

Income tax

87,326

110,532

 

180,505

250,690

Financial investments

39,904

63,479

 

89,686

96,210

Other

47,422

47,053

 

90,819

154,480

 

 

 

 

 

 

Other

115,791

126,203

 

212,800

222,482

ICMS recoverable from Property and equipment

11,255

10,594

 

52,607

 

52,733

INSS

-

-

 

46,279

43,497

ICMS tax replacement (a)

101,831

93,741

 

102,775

94,291

Other

3,288

22,469

 

12,243

33,201

Adjustment present value

(583)

(601)

 

(1,104)

(1,240)

 

393,560

413,721

 

1,031,675

907,702

 

 

 

 

 

 

Noncurrent

 

 

 

 

 

Taxes on sales

-

-

 

678,456

687,925

ICMS recoverable (a)

-

-

 

678,456

677,095

PIS/COFINS recoverable

-

-

 

-

10,830

 

 

 

 

 

 

Other

25,169

24,526

 

42,678

42,073

ICMS and other

33,765

31,781

 

55,865

55,306

Adjustment present value

(8,596)

(7,255)

 

(13,187)

(13,233)

 

25,169

24,526

 

721,134

729,998

 

 

 

 

 

 

Total taxes recoverable

418,729

438,247

 

1,752,809

1,637,700

 

 

 

Page 78 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

12.   Recoverable taxes -- Continued

 

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

 

03.31.2012 

 

Consolidated

2012

 

575,757

2013

 

455,717

2014

 

161,463

2015

 

21,927

2016

 

39,349

 

 

1,254,213

 

The Management of subsidiary Via Varejo prepared a technical feasibility study on the future realization of the ICMS, considering the expected future compensation of debts from the Via Varejo operations and subsidiaries in the context of the main variables of their business. This study was examined based on information extracted from the strategic planning report approved by the Board of Directors of the Company.

 

13.   Related Parties

 

a)    Sales, purchases of goods and services:

 

 

Parent Company

 

Consolidated

 

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

Customers

 

 

 

 

 

Novasoc Comercial

38,347

42,232

 

-

-

Sé Supermercados

82,267

91,146

 

-

-

Sendas Distribuidora

45,060

57,312

 

-

-

Barcelona

1,765

5,137

 

-

-

Xantocarpa

-

1

 

-

-

Globex

1,587

1,176

 

-

-

Nova PontoCom

815

754

 

-

-

 

169,841

197,758

 

-

-

Suppliers

 

 

 

 

 

Novasoc Comercial

6,803

8,482

 

-

-

Sé Supermercados

3,167

4,662

 

-

-

Sendas Distribuidora

7,262

17,984

 

-

-

Barcelona

1,954

1,923

 

-

-

Xantocarpa

428

1,530

 

-

-

FIC

7,137

8,574

 

8,993

10,679

Via Varejo

823

1,721

 

-

-

Indústria de Móveis Bartira Ltda.

-

-

 

52,376

58,158

Nova PontoCom

813

1,148

 

-

-

Globalbev bebidas e alimentos

1,945

2,586

 

2,539

3,012

Bravo Café

228

231

 

228

231

Fazenda da Toca Ltda

275

222

 

310

254

Restaurante FNH Ltda

-

4

 

-

4

Axialent

42

307

 

42

310

 

30,877

49,374

 

64,488

72,648

 

 

Page 79 of 153


 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

13.   Related Parties -- Continued

 

a) Sales, purchases of goods and services: -- Continued

 

 

 

Parent Company

 

Consolidated

 

03.31.2012

03.31.2011

 

03.31.2012

03.31.2011

Sales

 

 

 

 

 

Novasoc Comercial

86,158

77,915

 

-

-

Sé Supermercados

199,044

185,164

 

-

-

Sendas Distribuidora

90,551

67,950

 

-

-

Barcelona

616

533

 

-

-

Via Varejo

-

4

 

-

-

Nova PontoCom

-

7,349

 

-

-

Nova Casa Bahia

5

-

 

-

-

 

376,374

338,915

 

-

-

Purchases

 

 

 

 

 

Novasoc Comercial

1,664

876

 

-

-

Sé Supermercados

2,817

4,676

 

-

-

Sendas Distribuidora

7,559

5,970

 

-

-

Indústria de Movéis Bartira Ltda.

-

-

 

89,702

355,379

Globalbev bebidas e alimentos

3,167

2,791

 

4,181

3,627

Bravo Café

376

336

 

376

336

Sykué Geração de energia Ltda

2,488

920

 

3,666

920

Fazenda da Toca Ltda

1,155

214

 

1,286

214

E-HUB Cons. Part. e Com. S.A.

229

247

 

229

247

 

19,455

16,030

 

99,440

360,723

 

Related party transactions, as disclosed above, are carried out at cost and are eliminated from the consolidated quarterly financial information.

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

13.   Related Parties - Continued 

 

b) Other operations

 

Parent Company

 

Consolidated

 

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

 

 

 

 

 

 

Assets

 

 

 

 

 

Novasoc Comercial (x)

28,208

18,994

 

-

-

Sé Supermercados (x)

68,263

40,313

 

-

-

Casino (i)

7,599

7,898

 

7,599

7,898

FIC (iv)

-

-

 

3,493

3,634

Sendas Distribuidora (x)

965,580

889,455

 

-

-

Xantocarpa

19,825

18,698

 

-

-

Barcelona (x)

101,158

88,030

 

-

-

Vedra

20

20

 

-

-

Casa Bahia Comercial Ltda. (v)

-

-

 

64,250

55,243

Indústria de Móveis Bartira Ltda.

-

-

 

132

169

Nova PontoCom

167,546

15,059

 

-

-

Vancouver

3,470

3,183

 

-

-

Nova Pontocom Partners(vi)

35,049

34,209

 

35,049

34,209

Nova Casa Bahia

416

5

 

-

-

Audax SP (xi)

22,133

20,746

 

22,133

20,728

Audax Rio (xi)

-

-

 

9,516

9,378

Other (ix)

9,550

6,421

 

9,557

2,325

 

1,428,817

1,143,031

 

151,729

133,584

Liabilities

 

 

 

 

 

Fundo Península (ii)

12,514

15,256

 

12,514

15,772

Via Varejo (xii)

146,632

153,212

 

-

-

FIC (iv)

6,307

7,900

 

7,502

11,764

P.A. Publicidade

9,500

7,601

 

-

-

Nova Pontocom

-

959

 

-

-

Casa Bahia Comercial Ltda. (v)

-

-

 

12,105

342

Indústria de Móveis Bartira Ltda.

-

-

 

52,376

58,158

Other(ix)

3,386

3,344

 

3,385

-

 

178,339

188,272

 

87,882

86,036

 

 

 

 

 

 

 

03.31.2012

03.31.2011

 

03.31.2012

03.31.2011

Revenues and (Expenses) of the income (loss)

 

 

 

 

 

Novasoc Comercial (x)

2,140

2,116

 

-

-

Sé Supermercados (x)

5,338

5,406

 

-

-

Sendas Distribuidora (x)

7,859

14,022

 

-

-

Casino (i)

(1,334)

(1,248)

 

(1,334)

(1,248)

Fundo Península (ii)

(35,891)

(34,195)

 

(35,891)

(35,793)

Diniz Family (iii)

(4,592)

(3,948)

 

(4,592)

(4,252)

Sendas S.A.

-

-

 

-

(10,089)

Globex Adm de Consórcio Ltda.

-

-

 

-

11,878

Sykué Consultoria em Energia Ltda. (viii)

(155)

198

 

(332)

198

Casa Bahia Comercial Ltda. (v)

-

-

 

(36,592)

(33,708)

Indústria de Móveis Bartira Ltda.

-

-

 

(230)

-

FIC (iv)

(399)

-

 

(850)

1,338

Axialent

(569)

(186)

 

(569)

(186)

Other (ix)

(2,102)

(2,101)

 

(2,101)

(2,100)

 

(29,705)

(19,936)

 

(82,491)

(73,962)

 

 

 

 

 

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

13. Related Parties – Continued 

 

b)    Other operations- Continued

 

              i.    Casino: Technical Assistance Agreement, signed between the Company and Casino on July 21, 2005, whereby, through the annual payment of US$2,727 thousand, it provides for the transfer of know-how in the administrative and financial area. This agreement is effective for 7 years, with automatic renewal for an indeterminate term. This agreement was approved at the Special Shareholders’ Meeting held at August 16, 2005.

 

              ii.   Fundo Península: 59 real estate lease agreements with the Company, 1 property with Novasoc, 1 property with Sé and 1 property with Barcelona.

 

             iii.   Diniz Family: Leasing of 15 properties for the Company and 2 properties for Sendas Distribuidora.

 

             iv.   FIC: The impact in the statement of income related to Banco Investcred represents: (i) refund of expenses deriving from the infrastructure agreement, such as: expenses related to cashiers payroll, and commissions on the sale of financial products (ii) financial expenses related to the receivables discount (named “financial rebate”) and (iii) revenues from property rental.

 

              v.   Casa Bahia Comercial Ltda.: The Company has an accounts receivable related to the “First Amendment to Association Agreement” among Via Varejo, GPA and Casa Bahia Comercial, that guarantees the right compensation, by GPA, recognized certain contingencies recognized that may be due for Via Varejo from June 30, 2010.

 

Additionally, the Company and its subsidiary NCB have lease contracts of distribution centers, commercial and administrative buildings under specific conditions with the Management of Casa Bahia Comercial Ltda.

 

             vi.   Management of Nova Pontocom : On November 2010, in the context of the restructuring of GPA e-commerce business, the Company granted to certain Nova Pontocom statutory managers, a loan amounting to R$10,000 as well as celebrated a barter contract withreturn in the amount of R$20,000, both maturing on January 8, 2018, duly adjusted.

 

            vii.  Sykué Energy Generation: Purchase of Electric Energy on the Free Market to supply several consumer units of the Company.

 

           viii. Sykué Consultoria:energy planning services in order to supply electricity, including projection of energy consumption for each consumer unit , during 102 months (economic feasibility study of stores maintenance costs on the captive market or on the free market) and regulatory advisory with ANEEL, CCEE and NOS.

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

13. Related Parties – Continued 

 

b)    Other operations - Continued

 

             ix.  Other: Expenses paid by the Company to its subsidiaries and other associated companies. Other related parties not described in this Note did not state balances or transactions in the years.

 

              x.  Novasoc Comercial, Sé Supermercados, Sendas Distribuidora e Barcelona: include values arising from the use of shared central services such as treasury, accounting, legal and others.

 

             xi.  Audax: Barter values with football club Audax SP and Audax RJ, which invests in training professional athletes.

 

            xii. Via Varejo: The Company has an trade accounts payable for "First Amendment to Association Agreement" between Via Varejo and Casa Bahia, which guarantees the right to compensation of certain contingencies recognized that may be due by Via Varejo starting June 30, 2010.

 

Related party transactions shown above mainly result from operations the Company and its subsidiaries maintain among themselves and with other related entities and were substantially accounted for according to the market prices, terms and conditions, agreed between the parties.

 

c)    Management Compensation

 

The expenses related to the compensation of management’s key personnel (officers appointed pursuant to Bylaws and the Board of Directors), which were recorded in the statement of income for the three-monthperiod ended March 31, 2012, were as follows:

 

Board of Directors

 

Remuneration

Variable remuneration

Stock Option Plan

Total

Board of Directors (*)

-

1,685

-

1,685

Directors

6,316

8,642

3,541

18,499

Fiscal council

108

-

-

108

(*) Variable according to the number of participation in the meeting.

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

14.   Investments

 

a)   Breakdown of investments

 

 

Parent Company

 

Sendas

Novasoc

Via Varejo (*)

Nova Pontocom

NCB (*)

GPA Malls

API SPE

Other

 

Total

Balances at 12.31.2011

1,770,825

34,737

55,177

1,381,880

30,436

856,504

13,334

15,488

33,302

4,191,683

Exchange variation

-

-

-

-

-

-

-

-

(269)

(269)

Equity pick-up

50,906

6,824

9,044

11,660

(5,802)

(15,565)

(5,277)

(16)

1,414

53,188

Gain (loss) Shareholding

-

-

-

163

241

-

-

-

-

404

Balances at 03.31.2012

1,821,731

41,561

64,221

1,393,703

24,875

840,939

8,057

15,472

34,447

4,245,006

(*) Refers to the effects of fair value measurements of the business combination.

 

 

Consolidated

 

FIC

Binv

Other

Total

Balances at 12.31.2011

233,068

19,722

460

253,250

Equity pick-up

4,680

173

(1)

4,852

Balances at 03.31.2012

237,748

19,895

459

258,102

 

(i)   FIC 

 

The summarized financial information of FIC at March 31, 2012 and December 31, 2011 is as follows:

 

 

Consolidated

 

03.31.2012

12.31.2011

 

 

 

Current assets

3,398,359

3,485,365

Noncurrent assets

26,457

201,785

Total assets

3,424,816

3,687,150

 

 

 

Current liabilities

2,821,206

3,008,357

Noncurrent liabilities

407

52,446

Shareholders’ equity

603,203

626,347

Total liabilities and shareholders’ equity

3,424,816

3,687,150

 

 

 

 

03.31.2012

03.31.2011

Operating results

 

 

Revenues

236,155

203,585

Operating income

(14,754)

11,773

Net income

(5,365)

8,560

 

 

For purposes of calculating the investment the Shareholders’ Equity of investee should be deducted the special goodwill reserve , whose reserve is the exclusive right of Itaú.  

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

14.   Investments -- Continued

 

(ii) Sendas 

 

Acquisition of non-controlling interest in Sendas Distribuidora

 

Sendas S.A. and Barcelona entered into a Stock Purchase Agreement and Other Covenants, according to which Sendas´s shares held by Sendas S.A. may be transferred to Barcelona. The acquisition this minority participation was approve by the Board of Directors at February 23, 2011 and by Company´s General Meeting at March 14, 2011. Sendas S.A. transferred to Barcelona the totally its participation in Sendas, corresponding to 42.57% of the capital stock for R$377,000 to be paid as follows: R$59,000 upon the transfer of shares and the remaining amount of R$318,000 in 6 (six) annual and consecutive installments of R$53,000, the first installment maturing in July 2011, adjusted by IPCA (Extended Consumer Price Index) as of the fourth installment, being July 2010 the reference basis. This present value of obligation assumed at March  31, 2012 is R$245,284 (R$238,863 at December 31, 2011).

 

Payables for acquisition of non-controlling shareholders

 

 

Consolidated

 

03.31.2012

12.31.2011

 

 

 

Interest acquisition in Assai (i)

4,679

4,568

Interest acquisition in Sendas (ii)

245,284

238,863

 

249,963

243,431

 

 

 

Current liabilities

56,291

54,829

Noncurrent liabilities

193,672

188,602

 

                         i.    Accounts payable due to the acquisition of non-controlling interest in Assai, subsidiary that operates in the “cash and carry” segment for the Group.

 

                        ii.    Accounts payable due to the acquisition of non-controlling interest in Sendas, which will be settled in 6 (six) annual installments, and the last amortization will take place in December 2017.

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

15.       Business combinations and acquisition of non-controlling interest

 

a)   Association with Nova Casa Bahia

 

Context of the partnership

 

At December 4, 2009, Casa Bahia and GPA entered into a Partnership Agreement (“Partnership Agreement”) aiming at merging their retail trade of durable goods and electronic commerce of durable goods businesses.

 

At February 3, 2010 the parties signed a Provisional Agreement for the Maintenance of Operation Reversibility (“APRO”) with the Administrative Council for Economic Defense (“CADE”), which determined that the following actions to be taken: (i) maintenance of “Casa Bahia” and “Ponto Frio” brands, as well as separate advertising campaigns, ensuring investments in propaganda and marketing at levels compatible with previous fiscal years, except for the assumptions resulting from the economic scenario; (iii) the maintenance of stores existing in 146 cities where both “Casa Bahia” and “Ponto Frio” are located; (iii) maintenance of respective warehouses and the Bartira’s furniture plant; (iv) maintenance of respective loan policies; and (v) maintenance of separate procurement structures and their commercial contractual instruments, even though they may jointly operate in this segment. Except for these specific conditions, both Via Varejo and NCB may adopt the measures necessary to merge their activities and capture the synergies resulting from this operation. This present operation is pending approval from CADE.

 

At July 1, 2010, the parties entered into an addendum to the Partnership Agreement, in which the parties reviewed certain conditions of the partnership, as well as defined the actions required for their implementation.

 

As a preliminary phase of this businesses merger, at October 1, 2010, the operating assets of Casa Bahia were transferred to NCB through a partial spin-off. This transfer included an equity interest of 25% in Bartira (remainder 75% still under the possession of CB).

 

Thus, as of October 1, 2010, NCB  operates under "Casas Bahia” brand, which was present at that time in 11 Brazilian states and in the Federal District, represented by 526 stores and 8 warehouses, selling a wide range of electronic products, home appliances and devices, such as furniture, electronic toys, office supplies, mobile phones, computers and accessories.

  

At November 9, 2010, as a preparatory phase of the process to merge NCB shares into Via Varejo, CDB centralized the retail trade and the electronic commerce of durable goods in  Via Varejo. Thus, the Company injected capital into its subsidiary Via Varejo, used in this specific transaction as intervening party and of the consideration transferred to the acquisition, in the following amount: (i) net assets from the Company’s electronic products operations, established by the “Extra-Eletro” brand, in the amount of R$89,826; (ii) financial investments of R$290,143; and (iii) receivables between the Company’s subsidiaries, in the amount of R$375,550. On the same date, Via Varejo shareholders’ approved the NCB’s shares incorporation. Via Varejo started to operate with “Ponto Frio” and “Casas Bahia” brands.

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

15.       Business combinations and acquisition of non-controlling interest

 

a)               Association with Nova Casa Bahia

 

Determination of the consideration transferred due to the takeover of NCB

 

With capital contributions established and as part of the merger process of NCB’s shares into the shareholders’equity of Via Varejo, GPA transferred approximately 47.08% of its entire investment in Via Varejo to partners of CB, which is determined as total consideration transferred for the takeover of NCB (“total consideration transferred”).

 

Since Via Varejo is a publicly held company, with its shares listed on stock exchanges, carried out by independent purchasers and sellers, for accounting purposes, the fair value of the consideration transferred was determined by the final price of Via Varejo’s common share traded on Bovespa at November 9, 2010, as follows: 

 

 

12.31.2010

 

 

Number of common shares held by CBD, corresponding to the 98.77% interest

168,927,975

Via Varejo common share quote at November 9, 2010 - R$

15.00

 

 

Market value (Bovespa) of investment in Via Varejo– 98.77%

2,533,920

 

 

47.08% of market value of investment in Via Varejo assigned to CB’s shareholders

1,193,082

 

 

Fixed mandatory dividends to Bartira’s shareholders (i)

6,069

 

 

Assets received from CB considered as consideration transferred:

 

 

 

Additional payment (ii)

95,084

Call option for controlling interest in Bartira, net of income and social contribution taxes(iii)

(200,864)

Noncontrolling interest over assets received

95,523

 

 

Value of total consideration transferred

1,188,894

 

(i)  According to the Partnership Agreement, Bartira will disproportionally distribute mandatory dividends to its shareholders, in order to ensure that CB receives a total of R$12 million as dividends in the next three years. This mandatory minimum dividend that Bartira shall pay as a disproportional sharing was considered according to CPC 15 and IFRS 3R, as part of the total consideration transferred for takeover of NCB;

      

(ii) Additional payment in kind pursuant to clause 6.3 of the shareholder’s agreement between GPA and the partners of the Casa Bahia on December 4, 2009 and subsequently amended on December 1, 2010 by the 1st amendment to association between GPA and partners of Casa Bahia.

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

15.       Business combinations and acquisition of non-controlling interest

 

a)     Association with Nova Casa Bahia

 

Determination of the consideration transferred due to the takeover of NCB -- Continued

 

(iii) Fair value of Bartira’s call option: the parties granted through the Partnership Agreement, call and put options for the interests held by NCB and CB in Bartira. The conditions are defined as follows:

 

•    During the lock-up period defined in the Partnership Agreement as 36 months, NCB is eligible to sell is 25% interest in Bartira’s capital stock for one real (R$1.00);

 

•    During the period from the end of the lock-up period and the end of the 6th year of the agreement, NCB may acquire the remaining 75% interest in the capital stock of Bartira, currently held by CB, for a total of R$175,000, adjusted by IPCA (Extended Consumer Index Price); and

 

•    Should NCB do not exercise the aforementioned call option at the end of the 6th year, CB shall have to acquire the 25% interest from NCB for a total of R$58,500, adjusted by IPCA.

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

15.   Business combinations and acquisition of non-controlling interest -- Continued 

 

a)     Association with Nova Casa Bahia -- Continued 

 

Fair values of acquired identifiable assets and liabilities

 

The fair values of identifiable assets and liabilities acquired from NCB, on the date of business combination were as follows:

 

 

Opening balance

(iv) Fair value of investment held in Bartira

(v) “Casa Bahia” brand

(vi) Commercial rights

 

(vii) Fair value of Property and equipment

 

(viii) Supply agreement under favorable conditions

 

(ix) Lease agreement under favorable conditions

Balance after provisional allocation of purchase price

Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

64,957

-

-

-

-

-

-

64,957

Marketable securities

586,536

-

-

-

-

-

-

586,536

Trade accounts receivable

2,434,960

-

-

-

-

-

-

2,434,960

Inventories

1,360,420

-

-

-

-

-

-

1,360,420

Recoverable taxes

240,091

-

-

-

-

-

-

240,091

Deferred income tax

152,291

(29,434)

(549,242)

(136,344)

(31,376)

(75,213)

(87,075)

(756,393)

Prepaid expenses

58,498

-

-

-

-

-

-

58,498

Other

268,059

-

-

-

-

-

-

268,059

Investments in associated companies

-

86,572

-

-

-

-

-

86,572

Property and equipment

570,889

-

-

-

92,281

-

-

663,170

Intangible assets

57,217

-

1,615,417

401,011

-

221,214

256,103

2,550,962

 

5,793,918

57,138

1,066,175

264,667

60,905

146,001

169,028

7,557,832

Liabilities

 

 

 

 

 

 

 

 

Trade accounts payable

(1,063,178)

-

-

-

-

-

-

(1,063,178)

Loans and financings 

(1,438,859)

-

-

-

-

-

-

(1,438,859)

Taxes payable

(448,565)

-

-

-

-

-

-

(448,565)

Deferred revenues

(230,637)

-

-

-

-

-

-

(230,637)

Provision for contingencies

(33,796)

-

-

-

-

-

-

(33,796)

Other

(1,405,165)

-

-

-

-

-

-

(1,405,165)

 

(4,620,200)

-

-

-

-

-

-

(4,620,200)

Net assets

1,173,718

57,138

1,066,175

264,667

60,905

146,001

169,028

2,937,632

 

 

Page 89 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

15.   Business combinations and acquisition of non-controlling interest -- Continued 

 

b)    Association with Nova Casa Bahia -- Continued 

 

Fair values of acquired identifiable assets and liabilities -- Continued 

 

(iv)   Fair value of investment held in Bartira (25%): it refers to the measurement of fair value of the investment currently held by NCB of 25% of Bartira’s capital stock. It was measured by  the “Income Approach” method, considering the present value of future benefits generated directly or indirectly measured, quantified in the form of cash flow;

   

(v)    “Casas Bahia” brand: the brand is traditional and well known in the Brazilian retail trade and is considered one of the most valuable brands, according to specialized brand valuation companies. Considering the strength and recognition of this brand, a market participant should not discontinue it.  Its measurement was based on the royalties relief methodology, which represents the remuneration practiced by the market for using the brand, if it were not acquired;

 

(vi)   Rights of use: points-of-sale, many of them are located in very busy and large shopping centers.  Usually, shopping centers and street stores charge fees related to the assignment for the right to use the point-of-sale when this asset is transferred. These are measured according to information on comparable transactions in the market by the “Market Approach” method;

 

(vii)   Fair Value of Property and equipment: calculated using the “Market Approach” method to determine the value of an asset through an analysis of transaction involving securities compatible performed based on table FIPE existing when held on the transaction  with a discount of 10%;

 

(viii) Furniture supply agreement with Bartira: NCB has an exclusive supply agreement with Bartira. This agreement holds profitable conditions to NCB in the acquisition of furniture compared to the margins established in the sector. The amount was defined using information on comparable transactions in the market, based on “Income Approach” method; and

 

(ix)   Advantageous signed with CB: this refers to CBs properties, which include stores, warehouses and buildings which are purposes of operating lease by NCB. This was measured according to information on comparable transactions in the market, based on “Income Approach” method;

 

No contingent liabilities or assets were identified and recognized on the acquisition date, and even if positive, this would be Indemnifiable by CB or GPA, where applicable.

 

The fair value of the non-controlling interest was measured by applying their interest, through the fair value of identifiable net assets of NCB on the business combination date, as follows:

 

 

12.31.2010

Fair value of acquired net assets

2,937,632

Non-controlling interest

47.56%

Non-controlling interest – measured by the proportional amount method at fair value of acquired net assets

1,397,020

 

 

 

Page 90 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

15.   Business combinations and acquisition of non-controlling interest – Continued 

 

a)  Association with Nova Casa Bahia - Continued

 

Gain from a bargain  purchase

 

As a result of: (i) measurement of the total consideration transferred due to takeover of NCB; (ii) measurement of non-controlling interest; and (iii) measurement of identifiable assets and liabilities at their fair value, the Company verified on an accounting basis a gain due to bargain price acquisition, in the amount of R$351,718, recognized in the statement of income for the fiscal year ended December 31, 2010, under Other operating expenses as follows:

 

 

12.31.2010

 

 

Total consideration transferred due to takeover of NCB

(1,188,894)

 

 

Non-controlling interest – measured by the proportional amount method at fair value of acquired net assets

(1,397,020)

 

 

Fair value of acquired net assets

2,937,632

 

 

Bargain purchase resulting from takeover of NCB

351,718

 

Subsequent measurement –allocation of purchase price

 

The NCB takeover was accounted for according to the method of acquisition, pursuant to IFRS 3R and CPC 15.

 

The provisional location of the purchase price was R$ 453,569 in December 31, 2010 which was reduced to R$ 351,718 because of the review intangibles Bartira methodology, surplus of trucks, and other contingent consideration. The measurement period ended on November 08, 2011.

 

Final allocation of the purchase price has generated the following difference related with allocation provisional released in December 31, 2010

 

Gain from a bargain purchase provisional in December 31,2010

 

453,569

 

 

 

Final valorization of the consideration paid:

 

(133,851)

Option to purchase - Bartira (ii)

(111,665)

 

Additional payment for indemnification (iv)

(95,084)

 

Income and social contribution on the variations in the consideration paid

 

37,849

 

Effect of non-controlling interest on the variations in the consideration paid

35,047

 

 

 

 

Final identification of intangible assets:

 

32,000

Supply contract Bartira (ii)

80,121

 

Capital Gain investment Bartira (ii)

(50,688)

 

Capital Gain trucks NCB (iii)

92,281

 

Other (i)

(29,263)

 

Income and social contribution on the variations of intangible assets identified

 

(31,433)

 

Effect of non-controlling interest on the variance of intangible assets identified

 

(29,018)

 

 

 

 

Gain from a final bargain purchase in December 31,2010

 

351,718

 

 

Page 91 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

15.   Business combinations and acquisition of non-controlling interest – Continued 

 

a)     Association with Nova Casa Bahia - Continued

 

Subsequent measurement –allocation of purchase price - Continued

 

(i)           Adjustments in assets not recoverable from NCB;

 

(ii)          Value of intangible assets related to Bartira supply contract, purchase option and investment of NCB in Bartira, using margin projected and discounted cash flow;

 

(iii)         Fair Value of the truck fleet of NCB;

 

(iv)          Expenses incurred by Via Varejo related to periods preceding the base date of the business combination, which must be repaid the Klein family in proportion to their effects.

 

That gain obtained is justified for the Casa Bahia mainly due to the extremely positive future developments arising from this association with GPA. This association will allow the NCB better access to financing and synergies in all areas such as trade, logistics, administrative and financial, among others.

 

Additionally, the association with Casa Bahia will put Via Varejo a new level of business, allowing greater national coverage, economies of scale and other benefits to be converted for the benefit of customers and employees that will result in a potentially better profitability, with the consequent valuation of the shares belonging to the Casa Bahia. With participation of 47% on Via Varejo, the Casa Bahia will continue actively participating in the operation, either directly or through the Board of Directors.

 

The costs of the transactions, totaling R$100,100 were treated as expense and included in other operating expenses in the statement of income for the year ended December 31, 2010.

 

b)    eHUB Business Combination

 

On November 8, 2010, Via Varejo and the subsidiary Nova.com entered into an agreement for the acquisition of the remaining interest of 55% in E-Hub (an e-commerce service provider). E-Hub was a joint venture booked under investments in affiliated companies. E-Hub’s former owners gave 55% of their interest in this company, in addition to R$20,000 payable on January 8, 2013, in exchange for 6% of the subsidiary Nova Pontocom.


The parties have entered into a shareholders’ agreement, with a 7-year duration and mutual guarantee of preemptive rights in any offering related to this interest, always at market values.

 

The assets received refer to E-Hub’s net assets of liabilities at book value, totaling R$2,200, in addition the return of R$20,000, while the consideration paid was equivalent to 6% of Nova.Com, estimated at the fair value of R$31,530, including the book value. The transaction generated goodwill of R$9,230.

 

 

 

 

 

Page 92 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

16. Property and equipment

 

a)   Parent Company:

 

 

Balance at:

 

 

 

 

Balance at:

 

12.31.2011

Additions

Depreciation

Write-offs

Transfers

03.31.2012

 

 

 

 

 

 

 

Land

806,089

-

-

-

15,886

821,975

Buildings

1,960,871

2,961

(14,623)

-

3,102

1,952,311

Leasehold improvements

1,096,368

30,058

(18,273)

(105)

35,074

1,143,122

Machinery and equipment

513,805

46,878

(20,596)

(1,467)

(128)

538,492

Facilities

110,421

2,561

(2,540)

(8)

864

111,298

Furniture and fixtures

208,921

9,148

(6,315)

(324)

(11,044)

200,386

Vehicles

18,700

1,348

(1,127)

(1,576)

16

17,361

Property and equipment in progress

259,165

52,344

-

-

(41,372)

270,137

Other

36,196

3,496

(2,104)

-

(2,737)

34,851

 

5,010,536

148,794

(65,578)

(3,480)

(339)

5,089,933

 

 

 

 

 

 

 

Financial leasing:

 

 

 

 

 

 

IT equipment

42,472

-

(2,832)

-

-

39,640

Buildings

21,605

-

(341)

-

-

21,264

 

64,077

-

(3,173)

-

-

60,904

Total property and equipment

5,074,613

148,794

(68,751)

(3,480)

(339)

5,150,837

 

 
 

 

Balances at 03.31.2012

 

Balances at 12.31.2011

 

Cost

Accumulated Depreciation

Net

 

Cost

Accumulated Depreciation

Net

Land

821,975

-

821,975

 

806,089

-

806,089

Buildings

2,655,442

(703,131)

1,952,311

 

2,649,382

(688,511)

1,960,871

Leasehold improvements

2,001,460

(858,338)

1,143,122

 

1,937,875

(841,507)

1,096,368

Machinery and equipment

1,265,238

(726,746)

538,492

 

1,223,421

(709,616)

513,805

Facilities

288,156

(176,858)

111,298

 

285,015

(174,594)

110,421

Furniture and fixtures

504,461

(304,075)

200,386

 

507,854

(298,933)

208,921

Vehicles

26,655

(9,294)

17,361

 

29,318

(10,618)

18,700

Property and equipment in progress

270,137

-

270,137

 

259,165

-

259,165

Other

67,409

(32,558)

34,851

 

66,647

(30,451)

36,196

 

7,900,933

(2,811,000)

5,089,933

 

7,764,766

(2,754,230)

5,010,536

 

 

 

 

 

 

 

 

Financial leasing:

 

 

 

 

 

 

 

IT equipment

58,702

(19,062)

39,640

 

58,703

(16,231)

42,472

Buildings

34,448

(13,184)

21,264

 

34,448

(12,843)

21,605

 

93,150

(32,246)

60,904

 

93,151

(29,074)

64,077

Total property and equipment

7,994,083

(2,843,246)

5,150,837

 

7,857,917

(2,783,304)

5,074,613

 

 

 

 

 

 

 

 

 

 

Page 93 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

16. Property and equipment -- Continued

 

b)   Consolidated:  -- Continued

 

 

Balance at:

 

 

 

 

Balance at:

 

12.31.2011

Additions

Depreciation

Write-Offs

Transfers

03.31.2012

 

 

 

 

 

 

 

Land

948,170

-

-

-

17,186

965,356

Buildings

2,115,548

2,996

(15,812)

(2,150)

(1,442)

2,099,140

Leasehold improvements

1,797,492

48,299

(34,072)

1,524

42,239

1,855,482

Machinery and equipment

919,182

70,854

(40,505)

(2,982)

13,082

959,631

Facilities

265,700

9,967

(8,103)

(2,089)

2,341

267,816

Furniture and fixtures

437,406

17,096

(14,696)

(3,702)

(7,311)

428,793

Vehicles

266,871

2,089

(9,698)

(10,092)

54

249,224

Property and equipment in progress

341,547

75,314

-

-

(62,393)

354,468

Other

81,309

5,100

(4,504)

(149)

(2,160)

79,596

 

7,173,225

231,715

(127,390)

(19,640)

1,596

7,259,506

 

 

 

 

 

 

 

Financial leasing:

 

 

 

 

 

 

IT equipment

27,941

-

(1,098)

(156)

-

26,687

Hardware

105,085

1,929

(7,519)

-

-

99,495

Facilities

861

-

(26)

(2)

-

833

Furniture and fixtures

10,147

-

(381)

(176)

-

9,590

Vehicles

14,064

1

(56)

(328)

-

13,681

Buildings

26,927

-

(438)

-

-

26,489

 

185,025

1,930

(9,518)

(662)

-

176,775

Total property and equipment

7,358,250

233,645

(136,908)

(20,302)

1,596

7,436,281

 

 

 

 

Balances at 03.31.2012

 

Balances at 12.31.2011

 

Cost

Accumulated Depreciation

Net

 

Cost

Accumulated Depreciation

Net

Land

965,356

-

965,356

 

948,170

-

948,170

Buildings

2,902,248

(803,108)

2,099,140

 

2,907,817

(792,269)

2,115,548

Leasehold improvements

3,214,866

(1,359,384)

1,855,482

 

3,116,923

(1,319,431)

1,797,492

Machinery and equipment

1,966,520

(1,006,889)

959,631

 

1,892,180

(972,998)

919,182

Facilities

521,744

(253,928)

267,816

 

512,834

(247,134)

265,700

Furniture and fixtures

873,754

(444,961)

428,793

 

870,285

(432,879)

437,406

Vehicles

303,869

(54,645)

249,224

 

319,889

(53,018)

266,871

Property and equipment in progress

354,468

-

354,468

 

341,547

-

341,547

Other

138,817

(59,221)

79,596

 

136,885

(55,576)

81,309

 

11,241,642

(3,982,136)

7,259,506

 

11,046,530

(3,873,305)

7,173,225

 

 

 

 

 

 

 

 

Financial leasing:

 

 

 

 

 

 

 

IT equipment

38,796

(12,109)

26,687

 

39,374

(11,433)

27,941

Hardware

204,341

(104,846)

99,495

 

207,951

(102,866)

105,085

Facilities

1,217

(384)

833

 

1,220

(359)

861

Furniture and fixtures

15,103

(5,513)

9,590

 

15,373

(5,226)

10,147

Vehicles

16,129

(2,448)

13,681

 

20,293

(6,229)

14,064

Buildings

43,403

(16,914)

26,489

 

43,402

(16,475)

26,927

 

318,989

(142,214)

176,775

 

327,613

(142,588)

185,025

Total property and equipment

11,560,631

(4,124,350)

7,436,281

 

11,374,143

(4,015,893)

7,358,250

 

 

 

Page 94 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

16. Property and equipment -- Continued

 

c)   Guarantees  

 

At March 31, 2012 and December 31, 2011, the Company and its subsidiaries had collateralized fixed assets and legal claims, as disclosed in the Note 22 (h).

  

 

d) Capitalized borrowing costs

 

The amount of the borrowing costs capitalized for the three–month period ended March 31, 2012 was R$3,532 (R$27,076 in December 31, 2011). The rate used to determine the amount of borrowing costs eligible for capitalization was approximately 104.8% of CDI, corresponding to the effective interest rate of the Company’s borrowings.

 

e) Additions to Property and equipment

 

 

Parent Company

 

Consolidated

 

03.31.2012

 

12.31.2011

 

03.31.2012

 

12.31.2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions (i)

145,470

 

726,557

 

228,183

 

1,262,640

Financial Lease (ii)

-

 

50,239

 

1,930

 

101,318

Capitalized Interest

3,324

 

21,461

 

3,532

 

27,076

 

 

 

 

 

 

 

 

Total

148,794

 

798,257

 

233,645

 

1,391,034

 

(i) The additions made by the Company relate to the purchase of operating assets, acquisition of land and buildings for expansion of activities, building works for new stores and upgrading of existing distribution centers, stores reforms and investments in equipment and information technology; and

 

(ii) In the statements of cash flows were subtracted from asset additions made during the year, totaling R$ 1,930 at March 31,2012 (R$101,318 in December 31,2011), Parent Company and Consolidated, respectively, relating to acquisitions assets held through finance leases. 

 

       f) Other information

 

At March 31, 2012 the subsidiary NCB recorded in cost of goods sold and services provided the value of R$ 7,390 (R$ 25,947 in December 31, 2011) for the depreciation of its fleet of trucks and machinery of Bartira. 

 

The amount of Property and Equipment in progress R$ 8,482 refers to the Oracle Retail Project with completion scheduled in 2013.

 

The Company has not identified items of its fixed assets that require a provision for impairment at March 31, 2012.

 

The net transfer refers to software items that were write-off from property and equipment in progress to addition in intangible group. 

 

 

 

Page 95 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

17.   Intangible assets

 

a)    Parent company:

 

 

Balance at:

 

 

 

 

Balance at:

 

12.31.2011

Additions

Amortization

Write-offs

Transfers

03.31.2012

 

 

 

 

 

 

 

Goodwill - electro

183,781

-

-

-

-

183,781

Goodwill – retail

300,614

-

-

-

-

300,614

Commercial rights - retail

17,600

-

-

-

-

17,600

Software

447,895

197

(15,333)

-

340

433,099

 

949,890

197

(15,333)

-

340

935,094

 

 

Balances at 03.31.2012

 

Balances at 12.31.2011

 

Cost

Accumulated Depreciation

Net

 

Cost

Accumulated Depreciation

Net

 

 

 

 

 

 

 

 

Goodwill - electro

183,781

-

183,781

 

183,781

-

183,781

Goodwill – retail

1,148,825

(848,211)

300,614

 

1,148,825

(848,211)

300,614

Commercial rights - retail

17,600

-

17,600

 

17,600

-

17,600

Software

690,704

(257,605)

433,099

 

690,179

(242,284)

447,895

 

2,040,910

(1,105,816)

935,094

 

2,040,385

(1,090,495)

949,890

 

b)    Consolidated: 

 

 

Balance at:

 

 

 

 

Balance at:

 

12.31.2011

Additions

Amortization

Write-offs

Transfers

03.31.2012

 

 

 

 

 

 

 

Goodwill – cash and carry

358,965

-

-

-

2,602

361,567

Goodwill – electro

289,084

-

-

-

7,523

296,607

Goodwill – retail

723,776

-

-

-

(6,706)

717,070

Brand– cash and carry

38,639

-

-

-

-

38,639

Brand – electro

2,015,092

40

-

-

126

2,015,258

Commercial rights – electro

593,110

-

(2,042)

-

20,374

611,442

Commercial rights - retail

17,600

-

-

-

-

17,600

Customer relationship – electro

18,562

-

(1,571)

-

-

16,991

Profitable furniture supply agreement – Bartira

134,932

-

(18,434)

-

-

116,498

Lease agreement –stores and buildings under profitable condition – Nova casa Bahia  

201,002

-

(12,966)

-

-

188,036

Fair Value of investment in Bartira

86,872

-

-

-

-

86,872

Software

548,599

7,777

(21,955)

(791)

(23,555)

510,075

Total Intangible

5,026,233

7,817

(56,968)

(791)

364

4,976,655

 

 

Page 96 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

17.   Intangible assets -- Continued

 

b) Consolidated: -- Continued

 

 

Balances at 03.31.2012

 

Balances at 12.31.2011

 

Cost

Accumulated Depreciation

Net

 

Cost

Accumulated Depreciation

Net

 

 

 

 

 

 

 

 

Goodwill – cash and carry

371,008

(9,441)

361,567

 

358,965

 

358,965

Goodwill – electro

296,607

-

296,607

 

289,084

-

289,084

Goodwill – retail

1,826,132

(1,109,062)

717,070

 

1,842,279

(1,118,503)

723,776

Brand– cash and carry

38,639

-

38,639

 

38,639

-

38,639

Brand – electro

2,015,258

-

2,015,258

 

2,015,092

-

2,015,092

Commercial rights – electro

661,823

(50,381)

611,442

 

646,488

(53,378)

593,110

Commercial rights - retail

17,600

-

17,600

 

17,600

-

17,600

Customer relationship – electro

34,267

(17,276)

16,991

 

34,268

(15,706)

18,562

Profitable furniture supply agreement – Bartira

221,215

(104,717)

116,498

 

221,214

(86,282)

134,932

Lease agreement –stores and buildings under profitable condition – Nova casa Bahia  

256,103

(68,067)

188,036

 

256,103

(55,101)

201,002

Fair Value of investment in Bartira

86,872

-

86,872

 

86,872

-

86,872

Software

820,960

(310,885)

510,075

 

892,793

(344,194)

548,599

Total Intangible

6,646,484

(1,669,829)

4,976,655

 

6,699,397

(1,673,164)

5,026,233

 

c)    Impairment testing of goodwill and intangible assets --  Continued

 

The goodwill and intangible assets are annually tested for impairment at December 31, 2011 and 2010 according to the method described in Note 4 - Significant accounting policies.

 

As a result of non-recovery tests conducted in 2011 and 2010, and because no evidence of non-completion in March 31, 2012, the Company does not recognize losses for non-recovery.

 

For the year ending in December 31, 2012, the Directors of the Company shall submit a new impairment tests all goodwill and intangible assets recognized until this date.

 

 

d) Brand 

 

The value was subjected to test assets recoverable through the methodology income approach - Relief Royalty form, which consists in determining the value of an asset by measuring the present value of future benefits. Given the indefinite life brand, considered in preparing the discounted cash flow perpetual growth of 2.5%. The royalty rate used was 0.9%

 

      e) Right of use “Fundo de Comércio”


The funds were allocated to the CGU. The CGUs were tested with assets recoverable through the discounted cash flow in December 31, 2011 and adjustments have not been indentified.

 

 

 

 

 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

 

17. Intangible assets -- Continued

 

f)   Other intangible assets

 

Software was tested for impairment observing the same criteria set for property and equipment.

 

Other intangible assets, whose useful life is indefinite, were submitted to impairment test according to the same calculation criteria used in goodwill on investments, it is not necessary a provision for impairment

 

         g) Useful life

 

The contract of store lease agreement and buildings under profitable conditions (10 years), furniture supply agreement under profitable condition (3 years) and customer relationship (5 to 7 years).

 

18.   Loans and financings

a)   Breakdown of debt

 

 

Parent Company

 

Consolidated

 

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

Debentures (i)

 

 

 

 

 

Debentures

527,344

506,122

 

532,005

506,122

Swap contracts (c), (g)

(203)

68

 

(203)

68

Funding fees

(4,183)

(4,346)

 

(4,434)

(4,346)

 

522,958

501,844

 

527,368

501,844

Local currency

 

 

 

 

 

BNDES (e)

116,462

109,224

 

147,856

152,629

IBM

-

-

 

6,803

6,815

Working capital (c)

272,172

38,065

 

519,305

126,892

Consume finance – CDCI (c) (d)

-

-

 

2,211,480

2,263,122

PAFIDC (Note 10)

-

-

 

1,167,425

1,235,934

Financial leasing (Note 23)

53,201

55,800

 

75,817

81,643

Swap contracts (c), (g)

(8,600)

(882)

 

(9,864)

(882)

Funding fees

(7,291)

(6,424)

 

(9,395)

(8,670)

Anticipation of receivables

-

-

 

-

-

Other

-

-

 

2,279

2,346

 

425,944

195,783

 

4,111,706

3,859,829

Foreign currency

 

 

 

 

 

Working capital (c)

14,505

15,546

 

14,552

537,023

Swap contracts (c), (g)

414

(197)

 

414

19,163

Funding fees

(297)

(298)

 

(297)

(361)

 

14,622

15,051

 

14,669

555,825

Total current

963,524

712,678

 

4,653,743

4,917,498

 

 

 

 

 

 

 

 

Page 98 of 153


 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

18.   Loans and financings—Continued 

 

a)     Breakdown of debt—Continued 

 

 

Parent Company

 

Consolidated

 

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

Debentures (i)

 

 

 

 

 

Debentures

1,903,838

2,145,886

 

2,306,244

2,145,886

Funding fees

(7,499)

(8,368)

 

(8,085)

(8,368)

 

1,896,339

2,137,518

 

2,298,159

2,137,518

Local currency

 

 

 

 

 

BNDES (e)

336,363

375,560

 

366,324

405,515

IBM

-

-

 

3,401

5,112

Working capital (c)

1,244,700

1,098,730

 

1,318,513

1,406,575

Consume finance – CDCI (c) (d)

-

-

 

 

111,903

 

129,300

FIDCs (Note 10)

-

-

 

1,215,949

1,184,522

Financial leasing (Note 23)

141,841

152,344

 

178,997

194,788

Swap contracts (c), (g)

(21,036)

(17,129)

 

(34,158)

(25,779)

Funding fees

(10,822)

(7,244)

 

(10,944)

(7,780)

 

1,691,046

1,602,261

 

3,149,985

3,292,253

 

 

 

 

 

 

Foreign currency

 

 

 

 

 

Working capital (c)

707,437

716,621

 

864,030

832,657

Swap contracts (c), (g)

1,463

(26,729)

 

10,012

(21,399)

Funding fees

(55)

(129)

 

(55)

(129)

 

708,845

689,763

 

873,987

811,129

 

 

 

 

 

 

Total noncurrent

4,296,230

4,429,542

 

6,322,131

6,240,900

 

 

 

 

 

 

Total

5,259,754

5,142,220

 

10,975,874

11,158,398

 

 

b)    Schedule of loans and financings maturity recognized in liabilities noncurrent

 

Year

Parent Company

 

Consolidated

2013

1,093,240

 

2,643,406

2014

1,675,464

 

1,741,115

2015

1,070,667

 

1,473,436

2016

110,924

 

111,341

After 2016

364,311

 

371,917

Subtotal

4,314,606

 

6,341,215

 

 

 

 

Funding fees

(18,376)

 

(19,084)

 

 

 

 

Total

4,296,230

 

6,322,131

 

 

 

 

 

 

 

 

 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

18.   Loans and financings

 

c)     Financing of working capital, swap and funding for consumer intervention

 

 

 

Parent Company

 

Consolidated

Debt

Rate*

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

Local currency

 

 

 

 

 

 

Banco do Brasil

11.7% per year

846,456

809,769

 

1,804,730

1,856,869

Banco do Brasil

98.5% CDI

334,948

327,026

 

334,948

327,026

Bradesco

CDI + 1.25%

-

-

 

1,040,645

1,041,287

Santander

104% CDI

-

-

 

-

88,830

Safra

106.3% per year

335,468

-

 

335,468

611,877

Safra

CDI + 1.35%

-

-

 

645,410

-

 

 

1,516,872

1,136,795

 

4,161,201

3,925,889

Current

 

272,172

38,065

 

2,730,785

2,390,014

Noncurrent

 

1,244,700

1,098,730

 

1,430,416

1,535,875

 

 

 

 

 

 

 

Foreign currency

 

 

 

 

 

 

Citibank

Libor + 1.45% per year

-

-

 

 

42,416

 

-

Itaú BBA

USD + 3.2% per year

526,349

536,100

 

526,349

536,100

Banco do Brasil

USD + 3.9% per year and 2.3% per year

-

-

 

-

317,373

Bradesco

USD + 2.7% and 3.9% per year

-

-

 

-

115,017

Santander

USD + 4.5% per year

2,877

203

 

117,054

116,239

ABN AMRO

YEN + 4.9% per year

-

-

 

47

89,087

HSBC

USD + 2.4% per year

192,716

195,864

 

192,716

195,864

 

 

721,942

732,167

 

878,582

1,369,680

Current

 

14,505

15,546

 

14,552

537,023

Noncurrent

 

707,437

716,621

 

864,030

832,657

 

 

 

 

 

 

 

Swap contracts

 

 

 

 

 

 

Citibank

CDI 105.0%

-

-

 

(1,645)

-

Itaú BBA

CDI 103.7 %

20,109

(901)

 

20,109

(901)

Banco do Brasil

CDI 103.2%

(29,636)

(18,011)

 

(44,022)

(15,681)

Bradesco

CDI 103.9%

-

-

 

-

(4,348)

Santander

CDI 110.7%

-

-

 

10,194

18,058

ABN AMRO

CDI 104.3%

(203)

68

 

(203)

68

HSBC

CDI 99.1%

(18,232)

(26,025)

 

(18,232)

(26,025)

 

 

(27,962)

(44,869)

 

(33,799)

(28,829)

Current

 

(8,389)

(1,011)

 

(9,653)

18,349

Noncurrent

 

(19,573)

(43,858)

 

(24,146)

(47,178)

 

 

 

 

 

 

 

 

 

2,210,852

1,824,093

 

5,005,984

5,266,740

* Weighted average rate. 18.   Loans and financings -- Continued 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

 

c) Financing of working capital, swap and funding for consumer intervention -- Continued

 

The funds to finance working capital are raised with local financial institutions, denominated in local or foreign currencies. Main operations classified into this item are working capital financing.

 

d) Consumer finance - CDCI

 

The operations of consumer finance correspond to the financing of credit sales to customers of subsidiary NCB, through a financial institution. Sales can be paid in up to 24 months and the average financial costs are charged 11.69% per year. For such contracts, NCB retains substantially all the risks and benefits linked to loans financed with financial institutions secured by promissory notes issued by subsidiary and by assignment of receivables

 

e) BNDES  

 

The line of credit agreements denominated in Brazilian reais, with the Brazilian Development Bank (BNDES), are subject to the indexation based on the TJLP rate (long-term rate), plus annual interest rates, funding portfolio. Financing is paid in monthly installments after a grace period, as mentioned in the table below.

 

The Company cannot offer any assets as collateral for loans to other parties without the prior authorization of BNDES and it must comply with certain financial ratios, calculated based on the consolidated balance sheet, as follows: (i) maintenance of a capitalization ratio (shareholders' equity/total assets) equal to or in excess of 0.30 and (ii) EBITDA/Net debt equal to or greater than 0.35. The Company controls and monitors these indexes.

 

 

 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

18. Loans and financings- Continued 

 

e)  BNDES -- Continued

 

At March 31, 2012, the Company was in compliant with the aforementioned clauses.

 

 

 

Parent Company

 

Consolidated

Annual financial charges

Number of monthly installments

Maturity

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

TJLP + 3.2%

46

Nov/12

22,026

30,285

 

22,026

30,285

TJLP + 2.7%

46

Nov/12

3,182

4,375

 

3,182

4,375

TJLP + 3.6%

60

Dec/16

389,811

410,327

 

389,811

410,327

4.5% per year

60

Dec/16

37,806

39,797

 

37,806

39,797

TJLP + 2.3%

48

Jun/13

 

-

 

3,439

4,127

TJLP + 2.3%

48

May/12

 

-

 

845

2,112

TJLP + 1.9% per year

30

Jun/14

 

-

 

25,411

28,234

7% per year

24

Oct/12

 

-

 

11,681

16,687

TJLP + 3.5% per year + 1% per year

30

Jun/14

 

-

 

9,084

12,105

TJLP + 1.9% per year + 1% per year

30

Jun/14

 

-

 

10,895

10,095

 

 

 

452,825

484,784

 

514,180

558,144

 

 

 

 

 

 

 

 

Current

 

 

116,462

109,224

 

147,856

152,629

Noncurrent

 

 

336,363

375,560

 

366,324

405,515

 

f)    Guarantees 

 

The Company signed promissory notes and letters of guarantee in the loans and financings took out with BNDES and IBM.

 

g)    Swap contracts

 

The Company uses swap operations to exchange liabilities denominated in U.S. dollars and fixed interest rates with Real pegged to CDI floating interest rates. The Company contracts swap operations with the same counterparty, currency and interest rates. All these transactions are classified as hedge accounting, as disclosed in Note 20. The CDI annual benchmark rate at March 31, 2012 was 11.39% (11.60% in December 31, 2011).

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

18.   Loans and financings - Continued 

 

h)    Redeemable PAFIDC and Globex FIDC quotas

 

As per CPC 38 (IAS 39), the Company records the amounts related to the senior quotas as “Loans and financings”.

             

i)  Debentures 

 

 

 

Parent Company

 

Consolidated

 

Type

Outstanding debentures

Annual financial charges

Unit price

 

 

03.31.2012

 

 

12.31.2011

 

 

 

03.31.2012

 

 

12.31.2011

 

 

 

 

 

 

 

 

 

 

GPA

 

 

 

 

 

 

 

 

 

6th Issue – 1st Series

No preference

54,000

CDI + 0.5%

3,360

181,465

373,529

 

181,465

373,529

6th Issue – 2ndSeries

No preference

23,965

CDI + 0.5%

3,360

80,534

165,771

 

80,534

165,771

6th issue – 1st and 2nd Series

Interest rate swap

-

104.96% CDI

3,360

(203)

68

 

(203)

68

8th Issue – 1st Series

No preference

500

109.5% of CDI

1,287,212

643,606

626,706

 

643,606

626,706

9th Issue – 1st Series

No preference

610

107.7%% CDI

1,153,831

703,837

685,647

 

703,837

685,647

10th Issue – 1st Series

No preference

80,000

108.5% CDI

10,272

821,739

800,355

 

821,739

800,355

Via Varejo

 

 

 

 

 

 

 

 

 

3rd Issue – 1st Series

No preference

40,000

CDI + 1.0%

10,177

-

-

 

407,067

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Funding fees

 

 

 

 

(11,681)

(12,714)

 

(12,518)

(12,714)

 

 

 

 

 

2,419,297

2,639,362

 

2,825,527

2,639,362

Current

 

 

 

 

522,958

501,844

 

527,368

501,844

Noncurrent

 

 

 

 

1,896,339

2,137,518

 

2,298,159

2,137,518

                   

 

 

(i)     Breakdown of outstanding debentures

 

 

 

Number of debentures

 

Amount

 

 

 

 

At 12.31.2011

 

159,075

2,639,362

3ª Issue of Debentures

 

40,000

402,406

Interest rate net of payments and fair value of swap

 

-

72,663

Amortisation

 

-

(288,904)

At 03.31.2012

 

199,075

2,825,527

 

 

 

 

 

 

 

 

 

                                               


 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

18.   Loans and financings- Continued 

 

i)   Debentures — Continued

 

(i)   Additional information

 

 

Data

Description

 

6th issue

 

8th issue

 

9th issue

 

10th issue

 

3rd issue - Via Varejo

 

 

At March 27, 2007, the Company’s Board of Directors approved the issue of 77,965 debentures, corresponding to the total amount of R$ 779,650. The debentures issued within the scope of the 6th issue have the following characteristics:

 

At December 4, 2010, the Company’s Board of Directors approved the issue of a restricted offering of 500 non-convertible debentures, in the total amount of R$500,000. The debentures issued within the scope of the 8th issue have the following characteristics:

 

 

At January 5, 2011, the Company’s Board of Directors approved the issue and the restricted offering of 610 non-convertible debentures, in the total amount of R$610,000. The debentures issued within the scope of the 9th issue have the following characteristics:

 

 

At December 14, 2011, the Company’s Board of Directors approved the issue and the restricted offering of 80.000 non-convertible debentures, in the total amount of R$800.000. The debentures issued within the scope of the 10th issue have the following characteristics:

 

 

At January 27, 2012, the Company’s Board of Directors approved the issue of 40.000 debentures, in the total amount of R$402.406. The debentures issued within the scope of the 3th issue have the following characteristics:

 

 

 

 

 

 

 

 

 

 

 

 

Series:

 

Two series: 54,000 and 23,965 debentures were issued in the first and second series, respectively.

 

 

Single.

 

Single.

 

Single.

 

 

Single.

 

 

 

 

 

 

 

 

 

 

 

 

Class and

Convertibility:

 

Not convertible into shares issued by the Company.

 

 

Registered, book-entry and without issuing share certificates. The debentures are not converted into shares issued by the Company.

 

 

Registered, book-entry and without issuing share certificates. The debentures are not converted into shares issued by the Company.

 

 

Registered, book-entry and without issuing share certificates. The debentures are not converted into shares issued by the Company.

 

Not convertible into shares issued by the Company.

 

 

 

 

 

 

 

 

 

 

 

 

Type:

 

Unsecured

 

Unsecured

 

Unsecured

 

Unsecured

 

Guaranty by Companhia Brasileira de Distribuição

 

 

 

 

 

 

 

 

 

 

 

Issue date:

 

March 1, 2007.

 

December 15, 2009.

 

 

January 5, 2011.

 

 

 

December 29, 2011.

 

 

February 17, 2012.

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

 

18.   Loans and financings - Continued 

 

i)   Debentures — Continued

 

(i)        Additional information

 

 

 

Data

Description

 

6th issue

 

8th issue

 

9th issue

 

10th issue

 

3rd issue - Via Varejo

Term and maturity:

 

Seventy-two (72) months, thus maturing on March 1, 2013.

 

Sixty (60) months as of the issue date, thus maturing at December 15, 2014.

 

Thirty six (36) months as of the issue date, thus maturing on January 5, 2014.

Forty two (42) months as of the issue date, thus maturing on June 29, 2015.

Forty two (42) months, thus maturing on July 30, 2015.

 

 

 

 

 

 

 

 

 

 

 

Remuneration:

 

Daily average rate of one-day Certificates Interbank Deposits (CDI), known as “over extra group,” expressed as annual percentage, based on a year of 252 days, calculated and disclosed by CETIP – Clearing House for the Custody and Financial Settlement of Securities, plus annual spread of 0.5%, of principal, due half-yearly, as of the issue date, always at March and September 1 every year.

 

 

109.5% average daily rates of one-day Certificates Interbank Deposits (CDI) , known as “over extra group,” expressed as annual percentage, based on a year of two hundred and fifty-two (252) days, calculated and published by CETIP. The Remuneration will be paid as of the thirty-sixth (36th) month after the issue date, on the following dates: (i) December 15, 2012; (ii) June 15, 2013; (iii) December 15, 2013; (iv) June 15, 2014; and (v) on the Maturity Date, December 15, 2014.

 

 

107.75% of average daily rates of one-day Certificates Interbank Deposits (CDI), known as “over extra group,” expressed as a percentage per annum, based on a year of 252 days, daily calculated and published by CETIP.

 

 

108.5% of average daily rates of one-day Certificates Interbank Deposits (CDI), known as “over extra group,” expressed as a percentage per annum, based on a year of 252 days, daily calculated and published by CETIP.

 

 

Daily average rate of one-day Certificates Interbank Deposits (CDI), known as “over extra group,” expressed as annual percentage, based on a year of 252 days, calculated and disclosed by CETIP – Clearing House for the Custody and Financial Settlement of Securities, plus annual spread of 1.0%, of principal, due half-yearly, as of the issue date, always at January and July 30 every year.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

 

18.   Loans and financings- Continued 

 

i)   Debentures — Continued

 

(i)        Additional information

 

 

 

Data

Description

 

6th issue

 

8th issue

 

9th issue

 

10th issue

 

3rd issue - Via Varejo

Amortization:

 

To be amortized in three (3) annual installments: March 1, 2011, March 1, 2012, and March 1, 2013. At each amortization payment date, 25,988 debentures will be paid.

 

 

The unit face value of the debentures will be amortized on the following dates: (i) December 15, 2012; (ii) June 15, 2013; (iii) December 15, 2013; (iv) June 15, 2014. On each date, one fifth (1/5) of the unit face value of the debentures (R$1,000,000) will be paid.

 

 

The unit face value of debentures will not be partially amortized throughout the effectiveness term of debentures. The unit face value of each debenture will be fully and exclusively paid on the maturity date.

 

 

 

Amortization in a lump sum on the maturity date.

 

The remuneration will be paid annually on the following dates: (i) December 29, 2012; (ii) December 29, 2013; (iii) December 29, 2014; and (iv) June 29, 2015.

 

The remuneration will be paid semiannually on the following dates: (i) July 30, 2012; (ii) January 30, 2013; (iii) July 30, 2013; (iv) January 30, 2014; (v) July 30, 2014; (vi) January 30, 2015; and (vii) July 30, 2015.

 

 

 

 

 

 

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

 

18.   Loans and financings- Continued 

 

i)   Debentures — Continued

 

(i)   Additional information

 

 

 

Data

Description

 

6th issue

 

8th issue

 

9th issue

 

10th issue

 

3rd issue - Via Varejo

Early redemption

 

As of the 18th month after the issue date, the Company may fully or partially redeem in advance the debentures by paying (i) the Unit Face Value plus Remuneration, calculated on a “pro rata temporis” basis, as of the issue date or the last date of payment of the Remuneration, where applicable, until the date of its effective payment; or (ii) reimbursement of premium corresponding to, at most, 1.5%, calculated on a “pro rata temporis” basis, decreasing over time. The partial redemption, if applicable, may occur through a draw, pursuant to Paragraph 1 of Article 55 of Law 6,404 of December 15, 1976 (“Brazilian Corporation Law”) and other applicable rules.

 

 

The Company is entitled to early redemption at any time, at its exclusive discretion, pursuant to the conditions established in the deed of issue.

 

 

The Company is entitled to early redemption at any time, at its exclusive discretion, pursuant to the conditions established in the deed of issue.

 

 

The Company is entitled to early redemption at any time, at its exclusive discretion, pursuant to the conditions established in the deed of issue.

 

 

As of the 18th month after the issue date, the Company may fully redeem in advance the debentures by paying the Unit Face Value, plus: (a) Remuneration, calculated on a “pro rata temporis” basis, since issue date until the date of its effective payment; and (b) premium corresponding to 0.5%, calculated on Unit Face Value plus the Remuneration appropriate based on the remaining term of the Debentures.

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

 

 

18.   Loans and financings- Continued 

 

i)   Debentures — Continued

 

(i)   Additional information

 

 

Data

Description

 

6th issue

 

8th issue

 

9th issue

 

10th issue

 

3rd issue - Via Varejo

Financial ratios:

 

Calculated based on the Company’s consolidated financial statements in BR GAAP: (i) net debt (debt less cash and cash equivalents and accounts receivable) not exceeding the shareholders’ equity; (ii) consolidated net debt/EBITDA ratio, lower or equal to 3.25. At December 31, 2011 the Company was in full compliance with all these ratios.

 

 

Calculated based on the Company’s consolidated financial statements prepared under BR GAAP: (i) net debt (debt less cash and cash equivalents and accounts receivable) not exceeding the shareholders’ equity; (ii) consolidated net debt/EBITDA ratio, lower or equal to 3.25. At December 31, 2011, the Company was in full compliance with all these ratios.

 

 

Calculated based on the Company’s consolidated financial statements prepared in BR GAAP: (i) net debt (debt less cash and cash equivalents and accounts receivable) not exceeding the shareholders’ equity; (ii) consolidated net debt/EBITDA ratio, lower or equal to 3.25. At December 31, 2011, the Company was in full compliance with all these ratios.

 

 

Calculated based on the Company’s consolidated financial statements prepared in BR GAAP: (i) net debt (debt less cash and cash equivalents and accounts receivable) not exceeding the shareholders’ equity; (ii) consolidated net debt/EBITDA ratio, lower or equal to 3.25. At December 31, 2011, the Company was in full compliance with all these ratios.

 

 

Calculated based on the Company’s consolidated financial statements in BR GAAP: (i) net debt (debt less cash and cash equivalents and accounts receivable) not exceeding the shareholders’ equity; (ii) consolidated net debt/EBITDA ratio, lower or equal to 3.25.

 

 

 

 

 

 

 

 

 

 

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

18. Loans and financings- Continued 

 

i)   Debentures — Continued

 

(ii)  Additional information

 

 

 

 

Data

Description

 

6th issue

 

8th issue

 

9th issue

 

10th issue

 

3rd issue - Via Varejo

Utilization of funds:

 

The funds raised through the series of the 6th issue of debentures will be used by the Company to strengthen working capital and to pay current debt.

 

 

The funds raised through the 8th issue of debentures shall be used by the Company to maintain its cash strategy and to strengthen its working capital.

 

 

Funds raised by means of the 9thissue shall be used by the Company to maintain its cash strategy and strengthen its working capital.

 

 

Funds raised by means of the 10thissue shall be used by the Company to maturity of the debt.

 

 

The funds raised through the series of the 3rd issue of debentures will be used by the Company to strengthen working capital and lengthening the debt profile.

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

19.   Financial instruments

 

The Company uses financial instruments only for the indentified risk of protection limited to 100% of the risk.  The derivative transactions are exclusively used to reduce the exposure to the foreign currency fluctuation and interest rate, aiming at sustaining a balanced capital structure.

 

The Company’s financial instruments are reported according to CPCs 38, 39 and 40 (IAS 9, IAS 32 and IFRS 7). The main financial instruments and their amounts recorded in the quarterly financial information by category, are as follows:

 

 

Parent company

 

Carrying amount

Fair value

 

03.31.2012

12.31.2011

03.31.2012

12.31.2011

 

 

 

 

 

Cash and cash equivalents

1,631,411

2,328,783

1,631,411

2,328,783

Accounts Receivables

799,062

915,814

799,062

915,814

Related parties, assets

1,428,817

1,143,031

1,428,817

1,143,031

Related parties, liabilities

(178,339)

(188,272)

(178,339)

(188,272)

Trade accounts payables

(2,005,112)

(2,526,912)

(2,005,112)

(2,526,912)

Loans and financings 

(2,840,457)

(2,502,858)

(2,991,969)

(2,673,150)

Debentures

(2,419,297)

(2,639,362)

(2,336,804)

(2,641,113)

Net exposure

(3,583,915)

(3,469,776)

(3,652,934)

(3,641,819)

 

 

Consolidated

 

Carrying amount

Fair value

 

03.31.2012

12.31.2011

03.31.2012

12.31.2011

 

 

 

 

 

Cash and cash equivalents

3,745,811

4,969,955

3,745,811

4,969,955

Accounts Receivables

5,583,047

5,993,341

5,587,322

5,998,354

Related parties, assets

151,729

133,584

151,729

133,584

Related parties, liabilities

(87,882)

(86,036)

(87,882)

(86,036)

Trade accounts payables

(4,715,629)

(6,220,599)

(4,715,629)

(6,220,599)

Loans and financings 

(8,150,347)

(8,519,036)

(8,241,023)

(8,725,757)

Debentures

(2,825,527)

(2,639,362)

(2,743,035)

(2,641,113)

Purchase option - Bartira

304,339

304,339

304,339

304,339

Net exposure

(5,994,459)

(6,063,814)

(5,998,368)

(6,267,273)

         

 

The fair value of other financial instruments described in Note 19 (b) allows to approximate carrying amount based on current payment terms. The classification of assets and liabilities at fair value are described in Note 19 c.

 

 

 

 

 

 

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

 

19.   Financial instruments – Continued 

 

a)   Considerations on risk factors that may affect the business of the Company and its subsidiaries

 

The Company adopts risk control policies and procedures, as outlined below:

 

(i)  Credit risk

 

·  Cash and cash equivalents: in order to minimize credit risk of these investments, the Company adopts policies restricting the investments to a single financial institution, also taking into consideration monetary limits and financial institution evaluations, which are continuously updated (See Note 7).

 

·  Accounts receivable: the Company sells directly to individual customers through post-dated checks, in a very small portion of sales, 0.07% at March 31, 2012 (0.09% in December 31, 2011).

 

·  The Company also has counterparty risk related to the derivative instruments; such risk is mitigated by the Company’s policy of carrying out transactions with renowned financial institutions.

 

·  Credit card and/or meal ticket sales are substantially destined to PAFIDC and Globex FIDC, the risk of which is related and limited to the amount of subordinated quotas held by the Company (See Note 10).

 

(ii) Interest rate risk

 

The Company and its subsidiaries raise loans and financings with main financial institutions in order to deal with cash needs for investments and growth. As a result, the Company and its subsidiaries are exposed to relevant interest rates fluctuation risk, especially in view of derivatives liabilities (foreign currency exposure hedge) and CDI-pegged debt. The balance of cash and cash equivalents, indexed to CDI, partially offsets this effect.

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

19.   Financial instruments – Continued 

 

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

 

(iii) Exchange rate risk

 

The Company and its subsidiaries are exposed to exchange rate fluctuations, which may increase outstanding balances of foreign currency-denominated loans. The Company and its subsidiaries use derivatives, such as swaps, which aim at annulling the exchange exposure risk, transforming the cost of debt into domestic currency and interest rates.

 

(iv) Capital risk management

 

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

 

There were no changes as to objectives, policies or processes during the period of three months ended at March 31, 2012.

 

 

 

Parent company

 

Consolidated

 

 

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

Loans and financings 

 

5,259,754

5,142,220

 

10,975,874

11,158,398

(-) Cash and cash equivalents

 

(1,631,411)

(2,328,783)

 

(3,745,811)

(4,969,955)

Net debt

 

3,628,343

2,813,437

 

7,230,063

6,188,443

 

 

 

 

 

 

 

Shareholders’ equity

 

7,800,569

7,625,273

 

10,265,487

10,094,425

 

 

 

 

 

 

 

Shareholders’ equity and net debt

 

11,428,912

10,438,710

 

17,495,550

16,282,868

 

(v)    Liquidity management risk

 

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

 

The table below summarizes the maturity profile of financial liabilities of the Company on March 31,2012 and December 31, 2011:

 

a) Parent Company:

 

 

Parent Company

 

Up to 1 year

1 – 5 years

More than 5 years

Total

Loans and financings 

92,100

2,828,530

-

2,920,630

Debentures

582,255

2,770,133

-

3,352,388

Derivatives

355

70,562

-

70,917

Leasing

55,800

118,000

34,100

207,900

At 12.31.2011

730,510

5,787,225

34,100

6,551,835

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

19. Financial instruments – Continued 

 

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

 

(v)   Liquidity management risk – Continued

 

a)     Parent Company: – Continued

 

 

Parent Company

 

Up to 1 year

1 – 5 years

More than 5 years

Total

Loans and financings 

338,505

2,699,260

154,396

3,192,161

Debentures

287,858

2,644,005

-

2,931,863

Derivatives

7,348

29,296

-

36,644

Leasing

60,673

114,430

59,603

234,706

At 03.31.2012

694,384

5,486,991

213,999

6,395,374

 

                   b)    Consolidated:   

 

 

Consolidated

 

Up to 1 year

1 – 5 years

More than 5 years

Total

Loans and financings 

3,248,159

3,478,612

-

6,726,771

Debentures

582,255

2,770,133

-

3,352,388

Derivatives

27,573

66,634

-

94,207

Leasing

88,847

158,140

41,800

288,787

At 12.31.2011

3,946,834

6,473,519

41,800

10,462,153

 

 

Consolidated

 

Up to 1 year

1 – 5 years

More than 5 years

Total

Loans and financings 

2,963,942

3,079,307

154,397

6,197,646

Debentures

325,548

3,154,303

-

3,479,850

Derivatives

(3,549)

52,485

-

48,936

Leasing

97,607

186,243

41,844

325,694

At 03.31.2012

3,383,548

6,472,337

196,241

10,052,126

 

 

(vi)    Derivative financial instruments

 

Few swap operations are classified as fair value hedge, whose objective is to hedge against foreign exchange exposure (U.S. dollars and YEN) and fixed interest rates, converting the debt into domestic interest rates and currency.

 

These contracts amount to R$1,716,483 at March 31, 2012 (R$2,057,826 in December 31, 2011). These operations are usually contracted under the same terms of amounts, maturities and fees, and preferably are carried out with the same financial institution, observing the limits set by Management.

 

 

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

 

19. Financial instruments – Continued 

 

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

 

(vi)     Derivative financial instruments – Continued

 

The Company’s derivatives contracted before December 31, 2008, are  measured at fair value through income statement, including: (i) Swap agreements of foreign currency debts (U.S. dollars and Japanese yen), to convert from fixed interest rates and foreign currencies to Brazilian Reais and domestic variable interest rates (CDI). These agreements amounted to a notional amount of R$259,883 at March 31, 2012 (R$607,184 in December 31, 2011) and (ii) The remaining swap agreements are primarily related to debentures and BNDES loans, exchanging variable domestic interest rates plus fixed interest rates with variable interest rates (CDI).

 

According to the Company’s treasury policies, swap caps, margins, as well as return clauses, double index, flexible options or any other types of transactions different from traditional swap operations to hedge against debts, including for speculative purposes.

 

The Company’s internal controls were designed so that to ensure that transactions are conducted in compliance with this treasury policy.

 

The Company calculates the effectiveness of operations whose hedge accounting is applied, upon contracting and on a continued basis. Hedges operations contracted in the three- month period ended March 31, 2012 reported effectiveness in relation to the debts, which are purpose of this hedge. For derivative operations qualified as hedge accounting, according to CPC 38(IAS 39), the debt purpose of the hedge is also adjusted at fair value as per fair value hedge rules.

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

19.   Financial instruments – continued 

 

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

 

(vi)    Derivative financial instruments - Continued

 

 

 

Consolidated

 

 

Notional Value

 

Fair Value

 

 

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

Fair value hedge

 

 

 

 

 

 

Purpose of hedge (debt)

 

1,716,483

2,057,826

 

2,045,938

2,398,836

 

 

 

 

 

 

 

Long position

 

 

 

 

 

 

Pre-fixed rate

11.72% p.a.

935,225

685,000

 

1,162,414

810,335

USD + Fixed

3.11% p.a.

781,258

1,372,826

 

890,740

1,604,792

 

 

1,716,483

2,057,826

 

2,053,154

2,415,127

Short position

 

 

 

 

 

 

 

CDI 103.35% p.a.

(1,716,483)

(2,057,826)

 

(2,019,154)

(2,373,503)

Net position

 

-

-

 

34,000

41,624

             

 

 

 

Consolidated

 

 

Notional Value

 

Fair Value

 

 

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

Swap agreements measured by fair value through income statement

 

 

 

 

 

Long position

 

 

 

 

 

 

USD + Fixed

5.92% p.a.

-

67,884

 

-

89,474

CDI + Fixed

100% CDI + 0.05% p.a.

259,883

539,300

 

262,957

540,987

 

 

259,883

607,184

 

262,957

630,461

 

 

 

 

 

 

 

Short position

CDI

(259,883)

(607,184)

 

(263,160)

(643,191)

Swap net position

 

-

-

 

(203)

(12,730)

 

 

 

 

 

 

 

Total swap net position

 

-

-

 

33,797

28,894

 

 

 

 

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

19.   Financial instruments – Continued 

 

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

 

(vi)     Derivative financial instruments - Continued

 

Realized and unrealized gains and losses over these contracts during the period of three months ended at March 31, 2012 are recorded in the net financial result and balance payable by fair value is R$33,797 (R$28,894 in December 31, 2011) and recorded under “loans and financings”.

 

Fair value hedge effects in the income for the three-month period ended March 31, 2012 were R$74,451 of loss, (R$70,395 of loss in March 31, 2011).

 

(vii)   Fair values of derivative financial instruments

 

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction.

 

Fair values are calculated by projecting the future cash flows of operations, using the curves of CDI and discounting them to present value, using CDI market rates for swaps both disclosed by BM&F Bovespa.

 

Market values of swaps and currency coupons x CDI were obtained by using the market exchange rates in the date in which the quarterly information are raised and the rates projected by the market are calculated based on currency coupon curves. In order to calculate the coupon of foreign currency indexed-positions, the straight line convention - 360 consecutive days was adopted and to calculate the coupon of CDI indexed-positions the exponential convention - 252 business days was adopted.

 

b)  Sensitivity analysis of financial instruments

 

Listed companies must disclose an illustrative chart of sensitivity analysis, for each type of market risk deemed as relevant by Management, to which the entity is exposed at the closing date of each period.

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

19.   Financial instruments – Continued 

 

b)   Sensitivity analysis of financial instruments - Continued

 

In compliance with the aforementioned paragraph, according to the Management’s assessment the most probable scenario is what the market has been signaling through market curves (currency and interest rates) of BM&FBovespa, on the maturity dates of each operations. Therefore, in the probable  scenario, there is no impact on the fair value of financial instruments already mentioned above. For scenarios II and III, for the exclusive sensitivity analysis effect, a deterioration of 25% and 50% was taken into account, respectively, on risk variables, up to the maturity date of financial instruments.

In order to calculate the fair value, debts and swaps are measured through rates disclosed in the financial market and projected up to their maturity date. The discount rate calculated through the interpolation method of foreign currency-denominated loans is developed through DDI curves, clean Cupom and DIxIene, indexes disclosed by BM&FBovespa (Securities, Commodities and Futures Exchange), and DI curve is used in domestic currency-denominated loans, an index published by CETIP (OTC Clearing House) and calculated through the exponential interpolation method.

In case of derivatives (aiming at hedging the financial debt),changes in scenarios are accompanied by respective hedges, indicating if effects are not significant, see note b(ii).

 

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

 

(i)     Fair value hedge (at maturity dates)

 

 

 

 

 

Market projection

Operations

 

Risk

 

Scenario I

 

Scenario II

 

Scenario III

 

 

 

 

 

 

 

 

 

Debt at pre-fixed rate

 

Rate increase

 

(1,339,022)

 

(1,339,022)

 

(1,339,022)

Swap (asset position in pre-fixed rate)

 

Rate increase

 

1,339,569

 

1,339,569

 

1,339,569

 

 

Net effect

 

547

 

547

 

547

 

 

 

 

 

 

 

 

 

Swap (liability position in CDI)

 

CDI decrease

(1.281.572)

 

(1,325,273)

 

(1,370,424)

Total net effect

 

 

 

-

 

(43,701)

 

(88,852)

 

 

 

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

19.   Financial instruments – Continued 

 

b)  Sensitivity analysis of financial instruments - Continued

 

(iii)    Derivatives accounted for at fair value through income statement  

 

 

 

 

 

Market projection

Operations

 

Risk

 

Scenario I

 

Scenario II

 

Scenario III

 

 

 

 

 

 

 

 

 

Debt at pre-fixed rate

 

USD increase

 

(996,655)

 

(1,245,819)

 

(1,494,982)

Swap (asset position in pre-fixed rate)

 

USD increase

 

1,014,536

 

1,268,170

 

1,521,804

 

 

Net effect

 

17,881

 

22,351

 

26,822

 

 

 

 

 

 

 

 

 

Swap (liability position in CDI)

 

CDI decrease

 

(1,021,512)

 

(1,050,722)

 

(1,080,325)

 

 

 

 

 

 

 

 

 

Total net effect

 

 

 

-

 

(24,740)

 

(49,872)

 

 

 

 

 

 

 

 

 

Swap (short position in USD)

 

USD decrease

 

292,301

 

299,509

 

306,830

Swap (long position in CDI)

 

CDI increase

 

(281,681)

 

(286,861)

 

(292,084)

 

 

Net effect

 

10,620

 

12,648

 

14,746

Net total effect

 

 

 

-

 

2,028

 

4,126

 

(iii)   Other financial instruments

 

 

 

03.31.2012

Market projection  

Transactions

 

Risk

Scenario I

Scenario II

Scenario III

 

 

 

 

 

 

 

Loans and financings  :

 

 

 

 

 

 

Debentures:

 

 

 

 

 

 

6th issue

 

CDI + 0.5%

261,999

288,375

324,305

331,203

8th issue

 

109.50% of CDI

643,606

771,841

945,741

965,856

9th issue

 

107.75% of CDI

703,837

830,584

1,001,454

1,022,754

10th issue

 

108.5% of CDI

821,739

976,466

1,185,542

1,210,757

3rd issue- Via Varejo

 

100.0% of CDI + 1%

407,067

450,278

508,900

519,723

Total debentures

 

 

2,838,248

3,317,544

3,965,942

4,050,293

 

 

 

 

 

 

 

Bank Loan – Via Varejo

 

100.0% of CDI

2,397,222

2,625,438

2,937,865

3,000,351

Leasing – Via Varejo

 

100.0% of CDI

42,899

46,983

52,574

53,692

PAFIDC (Senior quotas)

 

108.0% of CDI

2,383,374

2,819,093

3,406,930

3,479,392

Total loans and financings  exposure

 

 

7,661,743

8,809,058

10,363,311

10,583,728

Cash and cash equivalents (*)

 

100.8 % of CDI

3,745,811

4,135,232

4,664,343

4,763,549

 

 

 

 

 

 

 

Total net exposure (and deterioration compared to scenario I)

(3,915,932)

(757,894)

(1,025,142)

(1,146,353)

(*) weighted average

 

 

 

 

 

 

 

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

19.   Financial instruments – Continued 

 

b)  Sensitivity analysis of financial instruments - Continued

 

Sensitivity assumptions

 

The Company’s net exposure corresponds to the CDI-pegged debt and total net effect represents the deterioration of scenarios II and III in relation to scenario I, which is considered the most probable scenario by the Company.

 

The Company used projected future interest and U.S. dollar rates, obtained with BM&FBovespa on the maturity date of each agreement, considering an increment of 25% in scenario II and an increment of 50% for scenario III.

 

In order to calculate the net exposure, all derivatives were considered at their fair value on respective maturity dates, as well as their related debts (hedged items) and other Company’s financial instruments.

 

c)  Fair value measurements

 

Consolidated assets and liabilities measured at fair value are summarized below:

 

 

03.31.2011

 

Budgeted prices in active markets for identical instruments (level 1)

 

 

Fair value measurement on the balance sheet date using other relevant observable assumptions (Level 2)

Fair value measurement on the balance sheet date using other relevant observable assumptions (Level 3)

 

 

 

 

 

 

Cash and cash equivalents

3,745,811

 

3,745,811

-

-

Cross-currency interest rate swaps

(10,427)

 

-

(10,427)

-

Interest rate swaps

44,224

 

-

44,224

-

Loans and financings 

(2,661,910)

 

-

(2,661,910)

-

Purchase Option – Bartira

304,339

 

-

-

304,339

 

1,422,037

 

3,745,811

(2,628,113)

304,339

 

There were no transactions between the levels of measuring fair value in the period.

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

19.   Financial instruments - Continued 

 

d) Consolited position of operations  with derivatives financial instruments.

 

At march 31, 2012 and december 31, 2011, below, the consolidated position of derivative financial instruments operations:

 

Outstanding

 

 

 

 

Amount payable or receivable

Fair value

Description

Counterparties

Notional Value

Contracting Date

Maturity

03.31.2012

12.31.2011

03.31.2012

12.31.2011

 

 

 

 

 

 

 

 

 

Exchange swaps registered at CETIP

(USD x CDI)

Santander

US$ 57,471

04/16/2010

4/10/2013

(11,182)

(5,680)

(10,194)

(5,330)

 

ABN AMRO

US$ 40,000

3/14/2008

3/2/2012

-

(13,094)

-

(12,728)

 

Brasil

US$ 84,000

3/31/2010

3/12/2012

-

(16,320)

-

(16,080)

 

Brasil

U$ 78,500

2/9/2011

2/3/2012

-

4,964

-

5,099

 

Citibank

U$ 40,000

2/13/2012

2/13/2014

1,912

-

1,645

-

 

Bradesco

U$ 38,892

1/7/2011

1/4/2012

-

3,423

 

4,348

 

Itaú

US$ 175,000

7/1/2010

9/7/2013

(45,683)

(28,938)

(44,190)

(29,306)

 

 

U$ 160,300

5/5/2011

4/16/2014

18,190

25,708

24,081

30,207

 

HSBC

U$ 150,000

4/29/2011

4/22/2013

15,619

23,076

18,646

25,827

 

 

U$ 7,586

12/14/2011

12/07/2012

(454)

212

(414)

197

Interest rate swap registered at CETIP

(Fixed rate x CDI)

Banco do Brasil

R$ 117,000

12/23/2010

12/24/2013

685

186

5,813

3,421

 

(*)

R$ 33,000

12/23/2010

12/24/2012

343

169

1,185

882

 

 

R$ 160,000

12/23/2010

1/14/2013

1,641

804

5,992

4,408

 

 

R$ 35,000

12/23/2010

2/28/2013

341

162

1,424

1,012

 

 

R$ 80,000

6/28/2010

6/12/2013

709

394

3,401

2,091

 

 

R$ 130,000

6/28/2010

6/6/2014

828

369

6,033

3,166

 

 

R$ 130,000

6/28/2010

6/2/2015

579

161

5,790

3,031

 

 

R$ 200,000

3/31/2010

3/7/2013

1,264

1,274

11,259

7,365

 

Unibanco

R$ 779,650

6/25/2007

3/1/2013

9

(2)

203

(2)

 

Santander

R$ 50,000

6/28/2010

6/12/2013

(39)

(35)

3,123

1,286

 

 

 

 

 

(15,238)

(3,167)

33,797

28,894

(*) Renewal of contracts

 

e) Option Bartira

 

Applying Black & Scholes methodology using the following metrics:


• Exercise price: R $ 200,466 (updated by IPCA up until year date);

 

• The asset price in cash: R$ 591,071, equivalent to the valuation of 100% of the company Bartira conditions in which the asset can be delivered if the option is exercised, in other words, without the effects of unfavorable contract supply;

 

• Volatility: 28% based on companies in the same industry;

 

• Deadline for exercise: 3 years; and

 

• Risk free rate: 12% per year.

        

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

19.   Financial instruments - Continued 

 

e) Option Bartira- Continued 

 

On 31 December 2011 was performed recalculation of the value of the option and no change in value.

 

20.   Income and social contribution taxes payable and tax installment payment

 

a)   Payable taxes and contributions

 

 

Parent Company

 

Consolidated

 

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

 

 

 

 

 

 

PIS and COFINS payable

18,607

51,421

 

74,827

137,457

Provision for income and social contribution taxes

41,459

13,449

 

105,708

177,739

Other

4,173

4,232

 

18,460

17,220

 

64,239

69,102

 

198,995

332,416

 

b)    Installment payment

 

 

Parent Company

 

Consolidated

 

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

 

 

 

 

 

 

Taxes paid by installments - Law no. 11,941/09 (i)

1,278,868

1,344,662

 

1,374,549

1,440,636

Other (ii)

20,812

21,219

 

21,922

22,386

 

1,299,680

1,365,881

 

1,396,471

1,463,022

 

 

 

 

 

 

Current

87,411

163,214

 

94,397

171,212

Noncurrent

1,212,269

1,202,667

 

1,302,074

1,291,810

 

 

(i)     Federal tax installment payment, Law 11,941/09 – The Law 11,941, published on May 27, 2009, through its Articles 1 to 13 enacted a special federal tax and social security debt installment payment overdue until November 2008, granting several benefits to its participants, such as reduction of fines, interest rates and legal charges, eventual utilization of credits calculated based on accumulated tax losses to settle default interest, ex-officio  fine and interest rates, the term of up to 180 months to pay the consolidated balance, the utilization of escrow deposits to reduce the balance to be consolidated, besides the non-assessment of IRPJ/CSLL/PIS/COFINS over the gains deriving from debt decreases provided by the adhesion to this installment program.

 

(ii) Other  – The Company filed request for installment payment according to the Incentive Tax Installment Payment Program (PPI). These taxes are adjusted by SELIC and are payable within 120 months.

 

 

 

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

20.   Income and social contribution taxes payable and tax installment payment - Continued 

 

c)   Payable taxes and contributions- Continued 

 

Considering this scenario, the Company decided to reduce its tax exposure, by adhering to this installment payment in order to include some of its tax liabilities in said installment program. Therefore, during the year ended December 31, 2011, the Company jointly with legal counsels assessed the legal and administrative proceedings in progress with RFB (Brazilian Federal Revenue Office)/PGFN (National Treasury General Attorney Office) and the Federal Court, assessed as possible and/or probable risk of losses and decided to include certain cases in said installment payment program, which consolidation occurred between 07 to 30 of June of 2011.

             

Under existing tax rules on the outstanding principal amount of the taxes in installments mentioned in items (i) and (ii) above shall bear interest equivalent to the Selic rate, whose calculation method is to apply such interest only on the principal amount and not interest on interest. When set the value of future benefits based on current interest rates market, the present value of the outstanding balance would result in approximately R$ 1,104,140. The book remained outstanding balance recorded based on the amount of principal plus interest under the existing tax rules, amounting to R$ 1,299,680.

 

21.   Income and social contribution taxes

 

a)  Income and social contribution tax expense reconciliation  

 

 

Parent company

 

Consolidated

 

03.31.2012

03.31.2011

 

03.31.2012

03.31.2011

 

 

 

 

 

 

Earnings before income and social contribution taxes

206,759

164,877

 

245,853

97,456

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

(51,690)

(41,219)

 

(73,756)

(29,237)

Tax fines  

(623)

(64)

 

(909)

(179)

Surplus arising from business

-

-

 

-

27,000

Equity pick-up and provision for subsidiary’s capital deficiency

13,297

9,165

 

1,455

3,164

Other permanent differences (undeductible

(1,152)

(359)

 

(10,472)

12,646

Effective income and social contribution taxes

(40,168)

(32,477)

 

(83,682)

13,394

 

 

 

 

 

 

Income and social contribution taxes for the period

 

 

 

 

 

Current

(33,566)

(889)

 

(52,081)

(18,159)

Deferred

(6,602)

(31,588)

 

(31,601)

31,553

Deferred income and social contribution taxes expenses

(40,168)

(32,477)

 

(83,682)

13,394

Effective rate

19.4%

19.7%

 

34.0%

13.7%

(*) GPA does not pay social contribution tax (9%) based on a lawsuit on judged favorable in the past, which reduces the income tax to 25% for the Company.

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

21.   Income and social contribution taxes -- Continued 

 

b)  Breakdown of deferred income and social contribution taxes  

 

 

Parent company

 

Consolidated

 

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

 

 

 

 

 

 

Tax losses (i)

46,729

61,470

 

859,164

764,524

Provision for contingencies

73,472

70,326

 

183,753

208,639

Provision for derivative operations taxed on a cash basis

22,880

21,905

 

61,313

57,321

Allowance for doubtful accounts

1,358

1,388

 

76,488

82,147

Goodwill tax amortization over investments

67,974

64,804

 

32,575

59,601

Deferred income tax over adjustments under CPC

(9,329)

(7,075)

 

(1,216,629)

(1,207,770)

Provision for goodwill decrease

-

-

 

16,773

36,789

Other

15,324

12,192

 

89,776

133,563

Deferred income and social contribution taxes

218,408

225,010

 

103,213

134,814

 

 

 

 

 

 

Noncurrent Assets

218,408

225,010

 

1,210,605

1,249,687

Noncurrent Liabilities

-

-

 

(1,107,392)

(1,114,873)

Income tax and deferred social contribution

218,408

225,010

 

103,213

134,814

 

(i) Tax loss carryforwards are related to the acquisition of Sé and Via Varejo and those generated   by the subsidiary Sendas Distribuidora. The realization of these net assets from the valuation reserve is deemed as probable according to Company’s business plan.

 

Based on these studies, the Company estimates to recover these tax credits, as follows:

 

Year

Parent company

 

Consolidated

2012

54,114

 

263,866

2013

90,596

 

259,912

2014

29,126

 

231,804

2015

29,126

 

242,115

2016

15,446

 

212,908

 

218,408

 

1,210,605

 

Pursuant to CPC 32 (IAS 12) – Taxes on Income, approved by CVM Deliberation nº 599/09, the Company’s Management prepared a technical feasibility study about the future realization of deferred tax asset, considering the Company’s probable capacity of generating taxable income, according to the main variables of its businesses. This study was examined based on information extracted from the strategic planning report approved by the Board of Directors of the Company.

 

The balance of deferred income and social contribution assets and liabilities were reclassified as of March 31, 2012 and December 31, 2011 in order to present the net amount per entity, pursuant to CPC 32 (IAS 12).

 

 

 

 

 

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

 

22.   Provision for contingencies

 

The provision for risks is estimated by the Company and corroborated by its legal counsels. The provision was set up in an amount considered sufficient to cover losses deemed as probable by the Company’s legal counsel:

 

a)     Parent Company

 

 

Taxes and Other

Labor

Civil and other

Total

Balance at 12.31.2011

126,498

75,543

34,881

236,922

 

 

 

 

 

Additions

3,792

1,951

3,345

9,088

Payments

(1,311)

(916)

(3,244)

(5,471)

Monetary restatement

2,817

2,522

1,431

6,770

 

 

 

 

 

Balance at 03.31.2012

131,796

79,100

36,413

247,309

 

b)    Consolidated 

 

 

COFINS/PIS

Taxes and Other

Labor

Civil and other

Total

Balance at 12.31.2011

78,050

346,128

132,853

123,092

680,123

 

 

 

 

 

 

Additions

912

5,762

14,482

20,441

41,597

Payments

(947)

(1,585)

(6,481)

(6,185)

(15,198)

Reversals

-

(11)

(4,809)

(23,795)

(28,615)

Monetary restatement

1,300

7,081

6,292

8,048

22,721

 

 

 

 

 

 

Balance 03.31.2012

79,315

357,375

142,337

121,601

700,628

 

c)  Taxes 

 

Tax claims are indexed to the Central Bank Overnight Rate (“SELIC”), 10.88% at March 31, 2012 (11.04% at December 31, 2011), and are subject, when applicable, to fines. In all cases, both interest charges and fines, when applicable, have been computed and fully accrued with respect to unpaid amounts.

 

Tax claims are subject to monthly adjustment to the amount of provisions for litigations according to the index rates used by each tax jurisdiction. The monetary adjustment is required by laws for all tax amounts, including provision for risks.

 

The main provisioned tax claims are as follow:

 

COFINS and PIS

 

With the non-cumulativeness treatment when calculating PIS and COFINS, the Company and its subsidiaries started calling into question the right to exclude the ICMS from the calculation basis of these two contributions.

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

22.   Provision for contingencies -- Continued

 

c) Taxes  - Continued

 

COFINS and PIS -- Continued

 

In addition, the Company made a controlled compensation of tax debts of PIS and COFINS IPI credits - inputs subject to a zero rate or exempt - acquired from third parties (transferred on the basis of final decision). The value of the demands for PIS and COFINS in March 31, 2012 is R$79,315 (R$78,050 in December 31, 2011).

 

Taxes and other  

 

The Company and its subsidiaries have other tax claims, which after analysis of its legal counsels, were deemed as probable losses and accrued by the Company. These are: (i) tax assessment notices related to purchase, industrialization and sale of soybean and byproducts exports (PIS, COFINS and IRPJ); (ii) disagreement on the non-application of Accident Prevention Factor (FAP) for 2011; (iii) disagreement on the “Fundo de Combate à Pobreza” (State Government Fund Against Poverty), enacted by the Rio de Janeiro State government (transferred from other civil claims this year); (iv) question related to compensation of tax losses, as well as acquisition of supplier considered disqualified before the registration of the Secretary of State Farm, error in application rate, ancillary obligations by state and treasury departments and (v) other less relevant issues. The amount recorded at March 31, 2012 is R$168,360 (R$161,460 in December 31, 2011).

 

In addition, the Company discusses in court the eligibility to not pay the contributions provided for by Supplementary Law 110/2001, referring to the FGTS (Government Severance Indemnity Fund for Employees) costs. The accrued amount at March 31, 2012 is R$27,758 (R$26,334 in December 31, 2011).

 

Tax provisions for tax risks were recorded in Via Varejo subsidiary, which upon business combination are recorded, according to CPC 15 (IFRS 3) requirements. The Company re-evaluated Via Varejo claims on the reference date of acquisition by CBD (July 6, 2009) and recognized at March 31, 2012 the amount of R$161,257 (R$158,335 in December 31, 2011) in tax risks liability.

 

Main tax risks recorded refer to administrative proceedings related to the offset of PIS contribution, under the protection of Decrees 2445/88 and 2449/88, generated in view of credits deriving from legal proceedings and the offset of tax debts with contribution credits incurring on coffee exports.

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

22.   Provision for contingencies -- Continued

 

d)  Labor 

 

The Company is party to numerous lawsuits involving disputes with its employees, primarily arising from layoffs in the ordinary course of business. At March 31, 2012, the Company recorded a provision of R$128,667 (R$118,574 in December 31, 2011) referring to lawsuits whose risk of loss was considered probable. Management, assisted by its legal counsels, evaluates these risks and provides for losses where reasonably estimable, bearing in mind previous experiences in relation to the amounts sought. Labor claims are indexed to the Referential Interest Rate (“TR”) 1.15% accumulated in the period of three months ended at March 31, 2012 (1.20% in December 31, 2011) accrued of 1% monthly interest.

 

Labor provisions were recorded in Via Varejo subsidiary referring to risks recognized upon business combination amounting to R$13,670 at March 31, 2012 (R$14,279 in December 31, 2011).

 

e)  Civil and other

 

The Company is a defendant, at several judicial levels, in lawsuits of civil nature, among others. The Company’s Management sets up provisions in amounts considered sufficient to cover unfavorable court decisions when its internal and external legal counsels consider losses to be probable.

 

Among these lawsuits, we point out the following:

 

·      The Company files and answers various lawsuits in which it requests the review of lease amounts paid by the stores. In these lawsuits, the judge determines a provisional lease amount, which then is paid by the stores, until report and decision define the final lease amount. The set up provision of difference between the amount originally paid by the stores and that defined provisionally in these lawsuits. In other lawsuits, the Company recorded a provision for the difference between the amount paid as provisional rental and that one pleaded by adversary party, based on technical assistant’s report of the adversary party. At March 31, 2012, the accrual amount for these lawsuits is R$25,976 (R$21,853 in December 31, 2011), for which there are no escrow deposits;

 

·      The subsidiary Via Varejo is party in lawsuits involving the consumer relations rights (civil claims and assessments from PROCON) and few lawsuits involving contracts terminated with trade accounts payables, and the amount referred to in said lawsuits totals R$58,560 at March 31, 2012 (R$50,017 in December 31, 2011); and

 

·      Civil provisions were recorded in Via Varejo subsidiary referring to contingent liabilities recognized upon business combination amounting to R$6,199 (R$6,553 in December 31, 2011).

 

Total civil actions and other at March 31, 2012 is R$121,601 (R$123,092 in December 31, 2011).

 

 

 

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

 

22.      Provision for contingencies -- Continued

 

f)   Other non-accrued risks

 

The Company has other litigations which have been analyzed by the legal counsels and deemed as possible but not probable; therefore, they have not been accrued, amounting to R$5,025,545 at March 31, 2012 (R$4,787,183 at December 31, 2011), and are mainly related to:

 

·       INSS (Social Security Tax) – The Company was served notice regarding the non-levy of payroll charges on benefits granted to its employees, and the loss, considered possible, corresponds to R$255,156 at March 31, 2012 (R$252,599 in December 31, 2011). The proceedings are under administrative and court discussion;  

 

·       IRPJ, IRRF and CSLL – The Company has several assessment notices regarding offsetting proceedings, rules on the deductibility of provisions and payment discrepancies and overpayments; fine due to failure to comply with ancillary obligation, amongst other less significant taxes. These proceedings await decision in the administrative and court level. The amount of which corresponds to R$415,091 at March 31, 2012 (R$377,317 in December 31, 2011);

 

·       COFINS, PIS and CPMF – The Company has been called into question in motion for offsetting, collection of taxes on soybean export operations, tax payment discrepancies and overpayments; fine due to failure to comply with ancillary obligation, among other less significant taxes. These proceedings await decision in the administrative and court level. The amount involved in these assessments is R$992,485 at March 31, 2012 (R$861,096 in December 31, 2011);

 

·       ICMS – The Company was served notice by the state tax authorities regarding: (i) the appropriation of electricity credits; (ii) acquisitions from trade accounts payables considered to be incapable according to the state treasury’s records; (iii) refund of tax replacement without due compliance of ancillary obligations brought by CAT Ordinance 17 of the State of São Paulo; (iv) resulting from the sale of extended warranty, (v) goods purchased from trade accounts payables who enjoy the tax benefits in states where they are located, (vi) difference in tax classification, (vii) among others, not relevant. The total amount of these assessments is R$2,558,128 at March 31, 2012 (R$2,516,572 in December 31, 2011), which await a final decision in the administrative and court levels. The difference in value is due to proceedings and reclassification of probability and updates;

 

·       ISS, Municipal Real Estate Tax (“IPTU”), Property Transfer Tax (“ITBI”) and other – These are related to assessments on third parties retention, IPTU payment discrepancies, fines due to failure to comply with ancillary obligations and sundry taxes, the amount of which is R$377,038 at March 31, 2012 (R$354,578 in December 31, 2011) and await administrative and court decisions;

 

 

 

 

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

22. Provision for contingencies – Continued 

 

f)   Other non-accrued risks - Continued

 

·       Other litigationsThey are related to administrative lawsuits, shares estate where pleads the renewal of leases and setting rents according to the values prevailing in the market and the shares under the civil court scope, special civil court, Consumer Protection Agency (“PROCON”) (in many states), Weight and Measure Institute (“IPEM”), National Institute of Metrology, Standardization and Industrial Quality (“INMETRO”) and National Health Surveillance Agency (“ANVISA”), amounting to R$411,552 (R$414,254 in december 31, 2011); 

 

·       In addition to our subsidiary Via Varejo, highlight a suit for damages filed by former service provider (“Transmelhado”) due to contract termination, the amount of R$ 11,095 in March 31, 2012 (R$ 10,767 in December 31, 2011). In the fourth quarter of 2011 our external legal counsel for this process can be re-evaluated based on an expert report filed to the process, being reversed their respective provision.

 

Occasional adverse changes in the expectation of risk of the referred lawsuits may require that additional provision for litigations be set up. The aforementioned lawsuits were not included in REFIS (Tax Recovery Program).

 

g)  Escrow Deposits

 

The Company is challenging the payment of certain taxes, contributions and labor-related obligations and has made court escrow deposits (restricted deposits) of corresponding amounts pending final court decisions, in addition to collateral deposits related to provisions for lawsuits.

 

The Company registered in its assets amounts related to escrow deposits not linked to the litigations recorded in liabilities.

 

h)  Guarantees 

 

Lawsuits

 

Real Properties

 

Equipment

 

Letter of Guarantee

 

Total

 

 

 

 

 

 

 

 

 

Tax

 

837,742

 

1,623

 

1,659,137

 

2,498,502

Labor

 

6,156

 

3,130

 

67,261

 

76,547

Civil and other

 

11,202

 

1,621

 

34,449

 

47,272

Total

 

855,100

 

6,374

 

1,760,847

 

2,622,321

 

i)   Tax audit

 

According to current tax laws, municipal, federal, state taxes and social security contributions are subject to auditing in periods varying between 5 and 30 years.

 

 

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

 

23.   Leasing transactions

 

a)  Operating Lease

 

 

Parent Company

 

Consolidated

 

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

Gross liability from operating lease Minimum rental payment

 

 

 

 

 

Up to 1 year

275,698

299,462

 

970,220

940,567

1 - 5 years

768,022

786,833

 

2,323,444

2,444,897

More than 5 years

1,005,044

1,331,426

 

3,520,786

3,972,034

 

2,048,764

2,417,721

 

6,814,450

7,357,498

 

 The non-cancellable minimum operating lease payments refers to the period of contract in normal course of operation, this obligation is shown in the chart above, as required by CPC 06 (IAS 17).

 

All contracts have penalty clauses in the event of breach to contract, ranging from one to six months of rent. If the Company had terminated these contracts at March 31, 2012, the fine would be R$555,666 (R$550,642 in December 31, 2011).

 

(i)  Contingent payments

 

The Management considers additional rental payments as contingent payments, which vary between 0.5% and 2.5% of sales.

 

 

Parent Company

 

Consolidated

 

03.31.2012

03.31.2011

 

03.31.2012

03.31.2011

 

 

 

 

 

 

Contingent payments as expense in the period

66,651

180,164

 

76,526

209,121

 

(ii) Clauses with renewal or adjustment option

 

The terms of the agreements vary between 5 and 25 years and the agreements may be renewed according to the rental law. The agreements have periodic adjustment clauses according to inflation indexes.

 

 

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

23.   Leasing transactions - Continued 

 

b)  Financial lease

 

Financial lease agreements amounted to R$372,749 at March 31, 2012 (R$396,350 in December 31, 2011), according to the chart below:

 

 

Parent Company

 

Consolidated

 

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

Finance leasing liability –minimum rental payments

 

 

 

 

 

Up to 1 year

53,201

55,800

 

75,817

81,643

1 - 5 years

112,998

118,217

 

142,545

152,944

More than 5 years

28,843

34,127

 

36,452

41,844

Actual value of financial lease agreements

195,042

 

208,144

 

254,814

 

276,431

 

 

 

 

 

 

Future borrowing charges

101,159

102,522

 

117,935

119,919

Gross amount of financial lease agreements

296,201

310,666

 

372,749

396,350

 

 

Parent Company

 

Consolidated

 

03.31.2012

12.31.2011

 

03.31.2012

12.31.2011

 

 

 

 

 

 

Contingent payments as expense in the year

581

878

 

1,878

1,261

 

The term of the agreements vary between 5 and 25 years and the agreements may be renewed according to the rental Law 12,122 of 2010.

 

 

 

Parent Company

 

Consolidated

 

 

03.31.2012

03.31.2011

 

03.31.2012

03.31.2011

 

 

 

 

 

 

 

Minimum rentals

 

88,391

73,728

 

124,304

99,359

Contingent rentals

 

1,461

9,293

 

159,727

226,573

Sublease rentals

 

(21,065)

(16,792)

 

(28,967)

(23,084)

 

68,787

66,229

 

255,064

302,848

 

At October 3, 2005, the Company sold 60 properties (28 Extra hypermarkets and 32 Pão de Açúcar supermarkets), the net carrying amount of which was R$1,017,575 to the Península Fund (controlled by Diniz Family). The Company received R$1,029,000. The sold properties were leased back to the Company for a 25-year period, and may be renewed for two further consecutive periods of 10 years each. As a result of this sale, the Company paid R$25,517, at the inception date of the store lease agreement, as an initial fee for entering into a long term contract. The initial fee was recorded in deferred charges and is being amortized through the lease agreement of the related stores.

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

23.   Leasing transactions - Continued 

 

b)  Financial lease - Continued

 

Pursuant to the agreement of this transaction, the Company and Casino Group received a “golden share”, which provided to both veto rights that ensure the properties will be used in the manner the parties intend for the term of the lease agreement.

 

The Company is permitted to rescind the lease agreement, paying a penalty of 10% of the remaining rents limited to 12 months.

 

 

24.   Prepaid Revenue

 

       The direct and indirect subsidiaries Via Varejo and NCB, respectively received in advance values of trading partners on exclusivity in the intermediation services or extended warranties and additional subsidiary Barcelona received in advance values for the rental of rack and light panel (Back Lights) for exhibition of products from their suppliers.

 

 

Consolidated

 

03.31.2012

12.31.2011

 

 

 

Additional or extended warranties

433,256

446,747

Finasa agreement

354

1,714

Barter contract

2,382

2,382

Back Lights

10,254

12,478

 

446,246

463,321

 

 

 

Current

78,745

81,915

Noncurrent

367,501

381,406

 

Management estimates that the value classified as noncurrent will be recognized in the result in the following proportions:

  

 

 

Consolidated

 

03.31.2012

2013

46,533

2014

63,188

2015

68,244

2016

73,703

2017

79,599

2018

36,234

 

367,501

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

25. Shareholders’ Equity

 

a)  Capital stock

 

The subscribed and paid-up capital is represented by 260,275 at March 31, 2012 (260,239 in December 31, 2011) in thousands of registered shares with no par value, of which 99,680 in thousands of common shares at March 31, 2012 and December 31, 2011, and 160,595 in thousands of preferred shares at March 31, 2012 (160,559 in December 31, 2011).

 

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

 

At the Board of Directors Meeting held at February 16, 2012, the capital was increased by R$515 by means of the issue of 36 thousands preferred shares.

 

b)  Share rights

 

Preferred shares (“PNA”) are non-voting and entitle the following rights and advantages to its holders: (i) priority in the reimbursement of capital should the Company be liquidated; (ii) priority in the receipt of a non-cumulative annual minimum dividend of R$0.08 per share; (iii) right to receive a dividend 10% greater than the dividend attributed to common shares, including the preferred dividend paid pursuant to item (ii) above for the purposes of calculating the respective amount.

 

c)  Capital reserve – special goodwill reserve

 

At the Special Shareholders’ Meeting held at March 31, 2011, the shareholders approved the capital increase in the amount of R$105,675 through the capitalization of special goodwill reserve. Out of this total, R$21,135 will be capitalized without the issue of new shares, to the benefit of all shareholders, and R$84,540 will be capitalized to the benefit of the  controlling shareholder Wilkes, pursuant to Article 7 of CVM Rule 319/99, by means of issue of 1,354 thousands new preferred shares.

 

This reserve was generated by the corporate restructuring and represents the future tax benefit through the amortization of incorporated goodwill. The special goodwill reserve corresponding to the benefit already received shall be capitalized at the end of each year to the benefit of controlling shareholders, with the issue of new shares.

 

 

 

 

 

 

 

 

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

25. Shareholders’ Equity – Continued

 

c)  Capital reserve – special goodwill reserve – Continued

 

The corporate restructuring mentioned above occurred in 2006 and consisted of merging the former holding company, resulting in deferred income tax assets savings of R$103,398. The effect of this operation was deferred tax assets and a special goodwill reserve of R$ 238,930 at March 31, 2012 (the same amount in December 31, 2011), which shall be converted into shares and delivered to shareholders according to the deferred tax benefit.

 

The capital increase is subject to the preemptive right of non-controlling shareholders, according to each one's interest by type and class of share at the time of issue and the amounts paid by noncontrolling shareholders will be directly delivered to the controlling shareholder.

 

d)  Recognized granted options

 

The “options granted” account recognizes the effects of the Company’s executives share-based payment under CPC 10 (IFRS 2).

 

e)  Revenue reserve

 

(i)   Legal reserve: is formed based on appropriations from retained earnings of 5% of net income of each year, limited to 20% of the capital.

 

(ii)  Expansion reserve: is formed based on appropriations of the amount determined by  shareholders to reserve funds to finance additional capital investments and working and current capital through the appropriation of up to 100% of the net income remaining after the appropriations determined by law and supported by capital budget, approved at meeting.

 

At the Annual and Special Shareholders’ Meeting held at March 31, 2011, the shareholders approved the Management proposal referring to the capital stock increase, in the amount of R$421,500, without issuing new shares, by capitalizing the Expansion Reserve and the Profit Retention Reserve based on the Capital Budget, both of them creased at the Annual General Meeting held at April 29, 2010.

 

f)   Stock option plan for preferred shares

 

(i)     Stock option plan for preferred shares  

 

Pursuant to the resolutions at the Special Shareholders’ Meeting, held at December 20, 2006, the amendment to the Company’s Stock Option Plan was approved, and originally approved by the Special Shareholders’ Meeting held at April 28, 1997.

 

As of 2007, the granting of stock options to the Management and employees will take place as follows:

 

Shares will be classified as follows: Silver and Gold, and the quantity of Gold-type shares may be decreased and/or increased (reducer or accelerator), at the discretion of the Plan management committee, in the course of 35 months following the granting date.

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

25.   Shareholders’ Equity – Continued 

 

f)   Stock option plan for preferred shares - Continued

 

(i) Stock option plan for preferred shares - Continued 

 

The price for the Silver-type share will correspond to the average of trading closing price of the Company preferred shares occurred over the last 20 trading sessions of BOVESPA, prior to the date on which the Committee resolves on the granting of option, with a 20% discount. The price for the Gold-type share will correspond to R$0.01 and the granting of these options are additional to the Silver options, and the granting or the exercise of Gold options is not possible separately. In both cases, the prices will not be restated.  

 

The Silver and Gold options shall be effective as of the date of the respective agreement. The number of shares resulting from the Silver option is fixed (established in the agreement). The number of shares resulting from the Gold option is variable, establishing on the granting date a number of shares that may be increased or decreased, according to the Return on Invested Capital (“ROIC”) verified at the end of the 36th month as of the granting date. In accordance with item 3.3 of the Plan, the Committee decided that, from the Series A6, including the reducing or increasing the amount of options such as “Gold” will be determined based on attendance of Return on Capital Employed (ROCE) of CBD.

 

As a general rule of the Stock Option Plan, which can be changed by the Committee of Stock Option in each series, the entitlement to exercise the option to give will be from the 36th month and for 48th months from the date of signature of its membership contract, the beneficiary will be entitled to acquire 100% of the shares whose option was classified as "Silver". The exercise of options classified as "Gold" will occur in the same period, but the percentage of such options subject to performance is determined by the Stock Option Committee of the 35th month following the date of signing of the contract of accession.

 

The options granted under the Option Plan may be exercised in whole or in part. It is worth noting that both "Gold" are additional options to "Silver" and thus the options "Gold" may only be exercised in conjunction with the "Silver".


The price on the exercise of options granted under the Option Plan shall be fully paid in local currency by the recipient, and the exercise price must be paid in one installment due 30 days after the date of subscription of their shares.

 

At the Board of Directors Meeting held at May 7, 2010, the increase of the global limit of shares allocated to the Company's General Stock Option Plan was approved, from 10,118 thousand class A preferred shares to 11,618 thousand shares, an increase of 1,500 thousand new preferred shares.

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

5.         Shareholders’ Equity – Continued 

 

f)   Stock option plan for preferred shares - Continued

 

(i) Stock option plan for preferred shares - Continued 

 

Information on the stock option plans is summarized below:

 

 

 

 

 

 

 

 

Price

Lot of shares

Series

granted

Date granted

 

1st date of exercise

 

2nd date of exercise and expiration

 

On the date granted

End of the period

 

Number of shares granted

Exercised

Not exercised by dismissal

Expired

Total in effect

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

Series A2 - Gold

3/3/2008

 

3/31/2011

 

3/30/2012

 

0.01

0.01

 

848

(835)

(6)

-

7

Series A2 - Silver

3/3/2008

 

3/31/2011

 

3/30/2012

 

26.93

26.93

 

950

(937)

(7)

-

6

Series A3 - Gold

5/13/2009

 

5/31/2012

 

5/31/2013

 

0.01

0.01

 

668

(212)

-

-

456

Series A3 - Silver

5/13/2009

 

5/31/2012

 

5/31/2013

 

27.47

27.47

 

693

(237)

-

-

456

Series A4 - Gold

5/24/2010

 

5/31/2013

 

5/31/2014

 

0.01

0.01

 

514

(162)

-

-

352

Series A4 - Silver

5/24/2010

 

5/31/2013

 

5/31/2014

 

46.49

46.49

 

182

(94)

-

-

88

Series A5 - Gold

5/31/2011

 

5/31/2014

 

5/31/2015

 

0.01

0.01

 

299

-

-

-

299

Series A5 - Silver

5/31/2011

 

5/31/2014

 

5/31/2015

 

54.69

54.69

 

299

-

-

-

299

 

 

 

 

 

 

 

 

 

 

4,453

(2,477)

(13)

-

1,963

                             

 

 

 

 

 

 

 

 

 

Price

Lot of shares

Series

granted

Date granted

 

1st date of exercise

 

2nd date of exercise and expiration

 

On the date granted

End of the period

 

Number of shares granted

Exercised

Not exercised by dismissal

Expired

Total in effect

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2012

 

 

 

 

 

 

 

 

 

 

 

Series A2 - Gold

3/3/2008

 

3/31/2011

 

3/30/2012

 

0.01

0.01

 

848

(841)

(7)

-

-

Series A2 - Silver

3/3/2008

 

3/31/2011

 

3/30/2012

 

26.93

26.93

 

950

(943)

(7)

-

-

Series A3 - Gold

5/13/2009

 

5/31/2012

 

5/31/2013

 

0.01

0.01

 

668

(219)

-

-

449

Series A3 - Silver

5/13/2009

 

5/31/2012

 

5/31/2013

 

27.47

27.47

 

693

(244)

-

-

449

Series A4 - Gold

5/24/2010

 

5/31/2013

 

5/31/2014

 

0.01

0.01

 

514

(166)

-

-

348

Series A4 - Silver

5/24/2010

 

5/31/2013

 

5/31/2014

 

46.49

46.49

 

182

(95)

-

-

87

Series A5 - Gold

5/31/2011

 

5/31/2014

 

5/31/2015

 

0.01

0.01

 

299

(2)

-

-

297

Series A5 - Silver

5/31/2011

 

5/31/2014

 

5/31/2015

 

54.69

54.69

 

299

(2)

-

-

297

Série A6 – Gold

3/15/2012

 

3/15/2015

 

3/15/2016

 

0.01

0.01

 

526

-

-

-

526

Série A6 - Silver

3/15/2012

 

3/15/2015

 

3/15/2016

 

64.13

64.13

 

526

-

-

-

526

 

 

 

 

 

 

 

 

 

 

5,505

(2,512)

(14)

-

2,979

                             

 

 

According to the attributions provided for in the Stock Option Plan rules, the Management Committee of the Plan  at March 30, 2011, approved that no reduction occurred and or acceleration referring to Series A2.

 

At March 31, 2012 there were 232,586 treasury preferred shares which may be used as spread for the options granted in the plan and the preferred share price at BM&FBovespa was R$87.00 per share

 

 

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

25.   Shareholders’ Equity – Continued 

 

f)   Stock option plan for preferred shares - Continued

 

(ii)         Consolidated information on the stock option plans – GPA

 

The chart below show the maximum percentage of interest dilution to which current shareholders will eventually be subject to in the event of exercise up to 2011 of all options granted:

 

 

03.31.2012

 

12.31.2011

Number of shares

260,275

 

260,239

Balance of granted series in effect

2,979

 

1,963

Maximum percentage of dilution

1.14%

 

0.75%

 

The fair value of each option granted is estimated on the granting date, by using the options pricing model “Black&Scholes” taking into account the following assumptions: (a) expectation of dividends of 0.81 (1.09% - December 31, 2011), (b) expectation of volatility of nearly 33.51% (25.14% - December 31, 2011) and (c) the risk-free weighted average interest rate of 10.19% (12.43% - December 31, 2011). The expectation of average remaining of the series outstanding at March 31, 2012 was 2.04 years (in December 31, 2011 was 1.77 year). The weighted average fair value of options granted in March 31, 2012  was R$62.26 (in December 31, 2011 was R$ 45.25).

 

 

Shares

Weighted average of exercise price

Weighted average remaining contractual term

Intrinsic Value added

 12.31.2011

 

 

 

 

Outstanding at the beginning of the year

2,512

14.31

 

 

Granted during the year

598

27.36

 

 

Cancelled during the year

(11)

42.32

 

 

Exercised during the year

(1,111)

20.68

 

 

Expired during the year

(25)

32.64

 

 

Outstanding at the ended of the year

1,963

16.90

1.77

98,371

Total to exert on December 31,2011

1,963

16.90

1.77

98,371

Exercisable at december 31, 2011

1,221

14.88

1.02

63,653

 

 

 

 

 

03.31.2012

 

 

 

 

Granted during the period

1,053

32.08

 

 

Cancelled during the period

-

-

 

 

Exercised during the period

(37)

14.29

 

 

Expired during the period

-

-

 

 

Outstanding at the ended of the period

2,979

22.29

2.04

136,182

Total to exert on December 31,2011

2,979

22.29

2.04

136,182

Exercisable at march 31, 2012

1,664

18.65

1.37

82,108

 

Technical Pronouncement CPC 10 (IFRS 2) - Share-based Payment determines that the effects of share-based payment transactions are recorded in income and in the Company’s balance sheet. The amounts recorded as income of Parent Company and Consolidated at March 31, 2012 were R$7,786 (R$6,918 in March 31, 2011).

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

26. General and administrative selling expenses

 

 

Parent company

 

Consolidated

 

03.31.2012

03.31.2011

 

03.31.2012

03.31.2011

Selling expenses

 

 

 

 

 

Personnel expenses

(338,989)

(288,546)

 

(890,391)

(830,570)

Commercial expenses

(96,648)

(85,043)

 

(146,380)

(127,316)

Functional expenses

(202,893)

(193,119)

 

(354,377)

(347,575)

Outsourced services

(27,328)

(27,193)

 

(602,778)

(479,665)

Other expenses

(16,412)

(16,977)

 

(66,702)

(95,077)

 

(682,270)

(610,878)

 

(2,060,628)

(1,880,203)

 

 

 

 

 

 

General and administrative expenses

 

 

 

 

 

Personnel expenses

(84,600)

(81,491)

 

(263,576)

(213,643)

Outsourced services

(53,451)

(56,000)

 

(143,652)

(150,954)

Other expenses

(12,106)

(1,278)

 

(30,108)

(20,782)

 

(150,157)

(138,769)

 

(437,336)

(385,379)

 

27. Other operating expenses, net

 

 

Parent company

 

Consolidated

 

03.31.2012

03.31.2011

 

03.31.2012

03.31.2011

Gain (loss) on disposal of fixed assets

(2,255)

(5,313)

 

6,727

(11,620)

Reversal of restructuring provision

-

-

 

3,625

-

Restructuring provision

-

-

 

(5,746)

-

Other

2

68

 

343

(411)

 

(2,253)

(5,245)

 

4,949

(12,031)

 

 

 

 

 

 

 

 

 

 

 

 

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ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

28.   Financial result

 

 

Parent company

 

Consolidated

 

03.31.2012

03.31.2011

 

03.31.2012

03.31.2011

 

 

 

 

 

 

Financial Expenses

 

 

 

 

 

Financial Charges-BNDES

(10,392)

(9,324)

 

(10,500)

(9,847)

Financial Charges-Debentures

(68,067)

(58,388)

 

(72,728)

(58,388)

Interest on loan

(41,429)

(26,908)

 

(122,194)

(43,994)

Swap operations

(8,824)

(13,216)

 

(17,109)

(34,847)

Mark-to-market of financial instruments

(6,584)

(3,490)

 

(7,481)

(15,044)

Capitalized interest

3,324

5,174

 

3,532

3,109

Receivables securitization

(19,024)

(36,657)

 

(54,998)

(73,790)

Credit card prepayment

(3,675)

(4,424)

 

(101,455)

(97,169)

Financial charges on contingencies and taxes

(26,543)

(44,157)

 

(45,143)

(66,643)

Interest on financial leasing

(5,388)

(1,644)

 

(4,704)

(4,074)

Tax on financial transactions and bank services

(9,249)

(6,652)

 

(25,796)

(17,995)

Present value adjustment

-

-

 

(6,422)

(6,977)

Other financial expenses

(2,968)

(2,128)

 

(16,376)

(33,438)

Total financial expenses

(198,819)

(201,814)

 

(481,374)

(459,097)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial revenues

 

 

 

 

 

Interest on cash and cash equivalents

48,275

46,960

 

96,895

61,502

Subordinated quotas-PAFIDC

1,833

1,840

 

5,371

2,055

Financial discounts obtained

11,178

10,654

 

16,478

11,904

Financial charges on taxes and judicial deposits

5,625

5,690

 

17,030

23,438

Interest on installment sales

2,160

698

 

2,852

1,073

Interest on loan

11,350

11,228

 

30

-

Present value adjustment

(599)

(701)

 

812

(1,274)

Other financial revenues

2,502

1,671

 

6,156

34,674

Total financial income

82,324

78,040

 

145,624

133,372

 

 

 

 

 

 

Financial result

(116,495)

(123,774)

 

(335,750)

(325,725)

 

 

 

 

 

 

 

 

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

29. Earnings per share

 

Basic earnings per share are calculated based on the weighted average number of shares outstanding during the period, excluding shares issued in payment of dividends and treasury shares.

 

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

 

In Brazil, preferred and common shares confer different voting rights and settlement.

 

The Company computes earnings per share by dividing the net income pertaining to each class of share by the weighted average of the respective class of shares outstanding during the period.

 

The Company granted a share-based compensation plan to its employees (See Note 25), whose dilutive effects are reflected in diluted earnings per share by applying the "treasury stock" method.

 

When the stock option exercise price is greater than the average market price of the preferred shares, diluted earnings per share are not affected by the stock options.

 

As of 2003, preferred shares are entitled to a dividend 10% greater than that distributed to the common shares. As such earnings may be capitalized or otherwise appropriated, there can be no assurance that preferred shareholders will receive the 10% premium referred to above, unless earnings are fully distributed, and, accordingly, earnings per share have been calculated for preferred shares.

 

Under the treasury stock method, earnings per share are calculated as if options were exercised at the beginning of the period, or at time of issuance, if later, and as if the funds received were used to purchase the Company's own stock.

 

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

29.   Earnings per share - Continued 

 

The table below presents the determination of net income available to common and preferred shareholders and weighted average common and preferred shares outstanding used to calculate basic and diluted earnings per share for each of the periods reported:

 

 

03.31.2012

 

03.31.2011

 

Preferred

Common

Total

 

Preferred

Common

Total

Basic numerator

 

 

 

 

 

 

 

Basic earnings allocated and not distributed

106,494

60,098

166,592

 

70,263

40,587

110,850

Net income allocated available for common and preferred shareholders

106,494

60,098

166,592

 

70,263

40,587

110,850

 

 

 

 

 

 

 

 

Basic denominator (thousands of shares)

 

 

 

 

 

 

 

Weighted average of shares

160,576

99,680

260,256

 

156,873

99,680

256,553

 

 

 

 

 

 

 

 

Basic earnings per thousands of shares (R$)

0.66

0.60

 

 

0.45

0.41

 

 

 

 

 

 

 

 

 

Diluted numerator

 

 

 

 

 

 

 

Net income allocated and not distributed

106,494

60,098

166,592

 

70,263

40,587

110,850

Net income allocated available for common and preferred shareholders

106,494

60,098

166,592

 

70,263

40,587

110,850

 

 

 

 

 

 

 

 

Diluted denominator

 

 

 

 

 

 

 

Weighted average of shares (thousands)

160,576

99,680

260,256

 

156,873

99,680

256,553

Stock call option

1,488

-

1,488

 

1,729

-

1,729

 

 

 

 

 

 

 

 

Diluted weighted average of shares (thousands)

162,064

99,680

261,744

 

158,602

99,680

258,282

 

 

 

 

 

 

 

 

Diluted earnings per thousands of shares (R$)

0.66

0.60

 

 

0.44

0.41

 

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

30.   Private pension plan of defined contribution

 

In July 2007, the Company established a supplementary private pension plan of defined contribution on behalf of its employees to be managed by the financial institution Brasilprev Seguros e Previdência S.A. The Company pays monthly contributions on behalf of its employees. Contributions made by the Company referring to the year ended at March 31, 2012 amounted to R$794 (R$648 in March 31, 2011), employees contributions amounted to R$1,085 (R$943 in March 31, 2011). The plan had 857 participants at March 31, 2012  (900 in March  31, 2011).

 

31.   Insurance coverage

 

The insurance coverage at March 31, 2012 is summarized as follows:

 

 

 

 

 

Parent Company

 

Consolidated

Insured assets

 

Covered risks

 

Amount insured

 

Amount insured

Property, equipment and inventories

 

Assigning profit

 

6,462,100

 

15,260,173

Profit

 

Loss of profits

 

1,440,668

 

2,425,559

Cars and other

 

Damages

 

370,522

 

748,979

 

In addition, the Company maintains specific policies referring to civil liability and Directors & Officers liability amounting to R$171,065.

 

32.   Segment information  

 

The Management divided the entities recently acquired into four segments, as follows.

 

·       Retail – Includes the brands Pão de Açúcar, Extra Hiper, Extra Supermercado, Mini mercado extra, Posto Extra and Drogaria Extra;

·       Electro– Includes the brands Ponto Frio and Casas Bahia;

·       Cash & Carry– Includes the brand ASSAI; and

·       E-commerce includes the sites www.pontofrio.com.br, www.extra.com.br  and www.casasbahia.com.br

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

32.       Segment information - Continued

 

Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured consistently with operating profit or loss in the consolidated quarterly financial information. GPA financing (including financial costs and financial income) and income taxes are managed on a segment basis.

 

The Company is engaged in operations of retail stores located in 20 states and the Federal District of Brazil. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker who has been identified as the chief executive officer.

 

The chief operating decision-maker allocates resources and assesses performance by reviewing results and other information related to four segments. These four segments are identified based on the decentralization of management of the businesses. These three segments include the Retail segment operating principally under the trade names “Pão de Açúcar”, “Comprebem”, “Extra”, “Extra Perto”, “Extra Fácil”, and “Sendas”, the Cash & Carry segment which includes the Barcelona and operates under the trade name “Assai”, and the Home Appliances segment which includes the Via Varejo and Nova Casa Bahia that operate under the trade names “Ponto Frio” and “Casas Bahia”. Operating segments have not been aggregated to form the reportable segments.

 

In 2010, the Company identified the e-commerce segment separate from the home appliances segment due to different strategy and business management, which includes the sites pontofrio.com.br, extra.com.br  and casasbahia.com.br. 

 

The Company measures the results of segments using the accounting practices adopted in Brazil and IFRS, among other measures, each segment’s operating profit, which includes certain corporate overhead allocations. At times, the Company revises the measurement of each segment’s operating profit, including any corporate overhead allocations, as dictated by the information regularly reviewed by the chief operating decision-maker. When revisions are made, the results of operating for each segment affected by the revisions is restated for all periods presented to maintain comparability. Information for our segments is included in the following table:

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

32.   Segment information - Continued

 

 

Balance at 03.31.2012

Description

Retail

Cash & Carry

Electro

E-commerce

Total

Removal

Total

Sales net revenue

5,621,082

1,035,285

4,679,524

811,560

12,147,451

-

12,147,451

Gross profit

1,580,816

145,388

1,412,088

117,918

3,256,210

-

3,256,210

Depreciation and amortization

(136,871)

(10,121)

(38,151)

(1,302)

(186,445)

-

(186,445)

Operating income

313,107

22,951

236,137

4,555

576,750

-

576,750

Equity Pickup

4,291

-

561

-

4,852

-

4,852

Financial expenses

(226,320)

(21,888)

(212,789)

(29,452)

(490,449)

9,075

(481,374)

Financial income

98,239

7,506

47,359

1,595

154,699

(9,075)

145,624

Earnings before income and social contribution taxes

189,318

8,569

71,268

(23,302)

245,853

-

245,853

Income and social contribution taxes

(49,271)

(1,280)

(41,576)

8,445

(83,682)

-

(83,682)

Net Income (Loss)

140,050

7,289

29,691

(14,859)

162,171

-

162,171

Current assets

7,418,064

748,800

6,913,373

655,757

15,735,994

(270,310)

15,465,684

Noncurrent assets

13,230,951

567,969

3,030,867

145,927

16,975,714

(411,231)

16,564,483

Current liabilities

5,827,909

808,196

4,752,491

589,579

11,978,175

(533,161)

11,445,014

Noncurrent liabilities

7,472,959

282,199

2,564,482

148,406

10,468,046

(148,380)

10,319,666

Shareholders’ Equity

7,348,147

226,374

2,627,267

63,699

10,265,487

-

10,265,487

 

 

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

32.   Segment information - Continued

 

Description

Retail

Cash & Carry

Electro

E-commerce

Total

Removal

Total

03.31.2011

 

 

 

 

 

 

 

Sales net revenue

5,157,642

826,745

4,191,561

692,846

10,868,794

-

10,868,794

Gross profit

1,421,039

115,729

1,201,200

110,430

2,848,398

-

2,848,398

Depreciation and amortization

(118,082)

(6,687)

(31,666)

(1,716)

(158,151)

-

(158,151)

Operating income

287,851

4,246

93,720

26,817

412,634

-

412,634

Equity Pickup

7,493

-

3,054

-

10,547

-

10,547

Financial expenses

(229,484)

(24,414)

(186,071)

(30,178)

(470,147)

11,050

(459,097)

Financial income

92,167

74

52,046

135

144,422

(11,050)

133,372

Earnings before income and social contribution taxes

158,027

(20,094)

(37,251)

(3,226)

97,456

-

97,456

Income and social contribution taxes

(8,351)

6,027

13,579

2,139

13,394

-

13,394

Net Income (Loss)

149,676

(14,067)

(23,672)

(1,087)

110,850

-

110,850

12.31.2012

 

 

 

 

 

 

 

Current assets

8,225,595

833,336

7,554,846

847,119

17,460,896

(184,673)

17,276,223

Noncurrent assets

12,994,362

581,258

3,152,688

120,278

16,848,586

(355,804)

16,492,782

Current liabilities

6,483,757

679,817

5,988,761

888,716

14,041,051

(539,849)

13,501,202

Noncurrent liabilities

7,536,680

515,388

2,121,200

738

10,174,006

(628)

10,173,378

Shareholders’ Equity

7,199,520

219,389

2,597,573

77,943

10,094,425

-

10,094,425

 

 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

32.   Segment information - Continued 

 

·       Eliminations are composed of intercompany’s balances;

·       Mainly related to the classification of deferred income tax from current to non-current;

 

Entity general information

 

The Company operates primarily as a retailer of food, clothing, home appliances and other products. Total revenues are composed of the following types of products:

 

 

03.31.2012

03.31.2011

Food

54.9%

55.1%

Non-food

45.1%

44.9%

Total

100.0%

100.0%

 

 

33. Subsequent Event

 

a) Program long-term incentive

 

At a meeting of the Board of Directors of Via Varejo held on April 11, 2012, approved the Program of Long-Term Incentive, to be approved by the General Meeting.

 

b) Issue of Debentures - Nova Pontocom

 

On April 12, 2012, was approved at the Extraordinary General Meeting of Nova Pontocom, the 1st issue of debentures in the amount of R$100,000, which were subject to public distribution with restricted placement efforts under the instruction of the Comissão de Valores Mobiliários (“CVM”) nº 476/2009.

 

The proceeds from the issuance will be used to extend the debt profile of the Company.


The characteristics and condition of the issuance of the debenture are:

 

 

 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

 

33. Subsequent Event – Continued

 

b) Issue of Debentures - Nova Pontocom -- Continued

 

Description

 

1st issue

Issuer

 

Nova Pontocom Comércio Eletrônico S.A.

Issue Amount

 

R$ 100,000,000.00 (one hundred million reais)

Allocation of Funds

 

Extended profile of debt

Species

 

Unsecured.

Guarantee

 

Guaranty by Companhia Brasileira de Distribuição

Series

 

Single

Placement Regime

 

Tight supply, held under a firm guarantee placement for all of the Debentures

Unit at Face Value

 

R$ 1,000.00 (one thousand reais)

Data of issue

 

April 25, 2012

Term

 

12 months

Amortization

 

Amortization of the total amount at maturity

Remuneration

 

Earnings equivalent 105.35% (one hundred and five and thirty-five percent) of the accumulated variation of the average daily rate of DI, based on 252 days.

Payment of Remuneration

 

Compensation shall be paid wholly and exclusively on the Maturity Date

Renegotiation

 

There won’t be

 

c) Issue of Debentures - GPA

 

On April 11, 2012, was approved at the Extraordinary General Meeting of Company, the 11th issue of debentures in the amount of R$1,200,000, which were subject to public distribution with restricted placement efforts under the instruction of the Comissão de Valores Mobiliários (“CVM”) nº 476/2009.

 

The proceeds from the issuance will be used to extend the debt profile of the Company.


The characteristics and condition of the issuance of the debenture are:

 

Description

 

11th issue

Issuer

 

Companhia Brasileira de Distribuição

Issue Amount

 

R$ 1,200,000,000.00 (one billion and two hundred million reais)

Allocation of Funds

 

Extended profile of debt

Species

 

Unsecured.

Series

 

Single

Placement Regime

 

Tight supply, held under a firm guarantee placement for all of the Debentures

Unit at Face Value

 

R$10,000.00 (ten thousand reais)

Data of issue

 

May 2, 2012

Term

 

42 months

Amortization

 

Amortization of the total amount at maturity

Remuneration

 

Earnings equivalent 100.00% (one hundred percent) of the accumulated variation of the average daily rate of DI, based on 252 days.

Payment of Remuneration

 

Compensation will be paid semiannually from the Issue Date

Renegotiation

 

There won’t be

 

 

 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

March 31, 2012

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

 

 

 

33. Subsequent Event – Continued

 

d) Antecipation of quarterly dividends

 

On May 7, 2012, the Board of Directors approved the payment of R$ 0.11 per preferred share and R$ 0.10 per common share, as an anticipation of interim dividends. The total amount of dividends to be distributed in the first quarter of 2012 will be R$ 27,814, according to the Company’s dividends policy, approved by the Board of Directors meeting held on 03 August 2009.


For the fourth quarter, after the fiscal year closing and the approval of corresponding financial statements, the Company will pay the mandatory minimum dividends to shareholders, calculated according to the Brazilian law, with the deduction of the advanced portion of dividends.

 

The payment for the 1st quarter of 2012 will happen on June 20, 2012. The shareholders will be entitled to those who have dividends shares outstanding at the base date of June 11, 2012. Starting on June 12, 2012 the shares will be negotiated without rights ("ex-rights") to dividends until the date of payment.

 

 

 

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Version: 1

 

Other Information Deemed as Relevant by the Company

 

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

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (Publicly-held company)

Shareholding at 03/31/2012
(In units)

Shareholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

WILKES PARTICIPAÇÕES S.A.

65,400,000

65.61%

-

0.00%

65,400,000

25.13%

SUDACO PARTICIPAÇÕES LTDA.

28,619,178

28.71%

3,091,566

1.93%

31,710,744

12.19%

ONYX 2006 PARTICIPAÇÕES LTDA.

-

0.00%

20,635,313

12.85%

20,635,313

7.93%

CASINO GUICHARD PERRACJON

RACHON *

5,600,052

5.62%

-

0.00%

5,600,052

2.15%

SEGISOR *

-

0.00%

5,091,754

3.17%

5,091,754

1.96%

STANHORE TRADING INTERNATIONAL S.A.*

-

0.00%

7,398,417

4.61%

7,398,417

2.84%

RIO PLATE EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

-

0.00%

4,076,494

2.54%

4,076,494

1.57%

PENÍNSULA PARTICIPAÇÕES LTDA.

-

0.00%

2,622,182

1.63%

2,622,182

1.01%

PAIC PARTICIPAÇÕES LTDA.

-

0.00%

652,140

0.41%

652,140

0.25%

BENGAL LLC *

-

0.00%

1,550,000

0.97%

1,550,000

0.60%

OREGON LLC *

-

0.00%

2,483,761

1.55%

2,483,761

0.95%

KING LLC*

 

-

0.00%

4,752,590

2.96%

4,752,590

1,83%

LOBO I LLC*

-

0.00%

6,566,493

4,09%

6,566,493

2.52%

PINCHER LLC*

-

0.00%

1,550,000

0,97%

1,550,000

0.60%

PARKER I LLC*

-

0.00%

3,907,123

2,43%

3,907,123

1.50%

TREASURY SHARES

-

0.00%

232,586

0.14%

232,586

0.09%

OTHER

60,621

0.06%

95,984,383

59.77%

96,045,004

36.90%

TOTAL

99,679,851

100.00%

160,594,802

100.00%

260,274,653

100.00%

(*) Foreign Company

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

WILKES PARTICIPAÇÕES S.A

Shareholding at 03/31/2012
(In units)

Shareholder/Quotaholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

PENINSULA PARTICIPAÇÕES LTDA.

20,375,000

50.00

-

-

20,375,000

27.00

SUDACO PARTICIPAÇÕES LTDA.

20,375,000

50.00

34,723,824

100.00

55,098,824

73.00

TOTAL

40,750,000

100.00

34,723,824

100.00

75,473,824

100.00

 

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

SUDACO PARTICIPAÇÕES S.A

Shareholding at 03/31/2012
(In units)

Shareholder/Quotaholder

Quotas

Total

Number

%

Number

%

PUMPIDO PARTICIPAÇÕES LTDA

3,585,804,573

100.00

3,585,804,573

100.00

TOTAL

3,585,804,573

100.00

3,585,804,573

100.00

 

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

ONYX 2006 PARTICIPAÇÕES LTDA.

Shareholding at 03/31/2012
(In units)

Shareholder/Quotaholder

Quotas

Total

Number

%

Number

%

RIO PLATE EMPREEND. E PARTIC. LTDA 

515,580,242

99.99

515,580,242

99.99

ABILIO DOS SANTOS DINIZ

10,312

0.01

10,312

0.01

TOTAL

515,590,554

100.00

515,590,554

100.00

 

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

PENÍNSULA PARTICIPAÇÕES LTDA

Shareholding at 03/31/2012
(In units)

Shareholder/Quotaholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

ABILIO DOS SANTOS DINIZ

29,889,429

11.26

3,000,000

42.86

32,889,429

12.07

JOÃO PAULO F.DOS SANTOS DINIZ

39,260,447

14.79

1,000,000

14.29

40,260,447

14.78

ANA MARIA F.DOS SANTOS DINIZ D'ÁVILA

39,260,447

14.79

1,000,000

14.29

40,260,447

14.78

PEDRO PAULO F.DOS SANTOS DINIZ

39,260,447

14.79

1,000,000

14.29

40,260,447

14.78

ADRIANA F.DOS SANTOS DINIZ

39,260,447

14.79

1,000,000

14.29

40,260,447

14.78

RAFAELA MARCHESI DINIZ

39,260,447

14.79

-

 

39,260,447

14.41

MIGUEL MARCHESI DINIZ

39,260,447

14.79

-

 

39,260,447

14.41

TOTAL

265,452,111

100.00

7,000,000

100.00

272,452,111

100.00

 

 

 

 

 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO  

Version: 1

 

Other Information Deemed as Relevant by the Company

 

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

 

PUMPIDO PARTICIPAÇÕES LTDA

Shareholding at 03/31/2012
(In units)

Shareholder/Quotaholder

Quotas

Total

Number

%

Number

%

SEGISOR**

3,633,544,694

100.00

3,633,544,694

100.00

TOTAL

3,633,544,694

100.00

3,633,544,694

100.00

(**) Foreign Company

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

RIO PLATE EMPREENDIMENTOS E PARTICIPAÇÕES LTDA

Shareholding at 03/31/2012
(In units)

Shareholder/Quotaholder

Quotas

Total

Number

%

Number

%

PENÍNSULA PARTICIPAÇÕES LTDA

566,610,599

100.00

566,610,599

100.00

ABILIO DOS SANTOS DINIZ

1

0.00

1

-

TOTAL

566,610,600

100.00

566,610,600

100.00

 

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

SEGISOR

Shareholding at 03/31/2012
(In units)

Shareholder/Quotaholder

Quotas

 

Total

 

Number

%

Number

%

CASINO GUICHARD PERRACHON (*)

937,121,094

100.00

937,121,094

100.00

TOTAL

937,121,094

100.00

937,121,094

100.00

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES
Shareholding at 03/31/2012

Shareholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

Controlling Parties

99,619,331

99.94%

64,396,451

40.10%

164,015,782

63.02%

 

 

 

 

 

 

 

Management

 

 

 

 

 

 

Board of Directors

-

0.00%

4,388

0.00%

4,388

0.00%

Board of Executive Officers

-

0.00%

443,377

0.28%

443,377

0.17%

 

 

 

 

 

 

 

Fiscal Council

-

0.00%

-

0.00%

-

0.00%

 

 

 

 

 

 

 

Treasury Shares

-

0.00%

232,586

0.14%

232,586

0.09%

 

 

 

 

 

 

 

Other Shareholders

60,520

0.06%

95,518,000

59.48%

95,578,520

36.72%

 

 

 

 

 

 

 

Total

99,679,851

100.00%

160,594,802

100.00%

260,274,653

100.00%

 

 

 

 

 

 

 

Outstanding Shares

60,520

0.06%

95,518,000

59.48%

95,578,520

36.72%

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES
Shareholding at 03/31/2011

Shareholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

Controlling Parties

99,619,331

99.94%

42,800,217

26.84%

142,419,548

54.96%

 

 

 

 

 

 

 

Management

 

 

 

 

 

 

Board of Directors

-

0.00%

4,371

0.00%

4,371

0.00%

Board of Executive Officers

-

0.00%

355,848

0.22%

355,848

0.14%

 

 

 

 

 

 

 

Fiscal Council

-

0.00%

-

0.00%

-

0.00%

 

 

 

 

 

 

 

Treasury Shares

-

0.00%

232,586

0.15%

232,586

0.09%

 

 

 

 

 

 

 

Other Shareholders

60,520

0.06%

116,054,952

72.79%

116,115,472

44.81%

 

 

 

 

 

 

 

Total

99,679,851

100.00%

159,447,974

100.00%

259,127,825

100.00%

 

 

 

 

 

 

 

Outstanding Shares

60,520

0.06%

116,054,952

72.79%

116,115,472

44.81%

 

 

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

 

ITR – Quarterly Financial Information – March 31, 2012 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

 

Version: 1

 

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

 

 

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

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the Shareholders, Board of Directors and Management of

Companhia Brasileira de Distribuição

São Paulo - SP

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of Companhia Brasileira de Distribuição (the “Company”), included in the Interim Financial Information Form (ITR), for the quarter ended March 31, 2012, which comprises the balance sheet as of March 31, 2012 and the related statements of income, changes in equity and cash flows for the quarter then ended, including the footnotes.

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

Scope of review

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

Conclusion on individual interim financial information

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

Conclusion on consolidated interim financial information

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

 

 

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Version: 1

 

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

 

 

Other matters

Statements of value added

We have also reviewed the individual and consolidated statements of value added, for the quarter ended March 31, 2012, prepared under the responsibility of the Company’s Management, the presentation of which is required by the standards issued by the CVM applicable to the preparation of Interim Financial Information (ITR) and considered as supplemental information for International Financial Reporting Standards - IFRS, that do not require the presentation of these statements. These statements were subject to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they were not prepared, in all material respects, in relation to the individual and consolidated interim financial information taken as a whole.

Review of individual and consolidated interim financial information for the quarter ended March 31, 2011 and audit of individual and consolidated financial statements for the year ended December 31, 2011

The information and amounts for the quarter ended March 31, 2011, presented for comparison purposes, were previously reviewed by other independent auditors, who issued an unqualified report dated May 12, 2011. The information and amounts for the year ended December 31, 2011, presented for comparison purposes, were previously audited by other independent auditors, who issued and unqualified report dated February 16, 2012.

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

São Paulo, May 4, 2012

DELOITTE TOUCHE TOHMATSU

Edimar Facco

Auditores Independentes

Engagement Partner

 

 

Page 151 of 153

 

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:  May 11, 2012 By:   /s/ Enéas César Pestana Neto      
         Name:   Enéas César Pestana Neto
         Title:      Chief Executive Officer



    By:    /s/ Vitor Fagá de Almeida            
         Name:  Vitor Fagá de Almeida 
         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.