6-K 1 cbditr1q19_6k.htm FORM 6-K cbditr1q19_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, 2019

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

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

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

Form 20-F   X   Form 40-F       

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

Yes ___ No   X  

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

Yes ___ No   X  

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

Yes ___ No   X  


 
 
 
 
 
 
 
 

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

 

Companhia Brasileira
de Distribuição

Individual and Consolidated
Interim Financial Information for the
Quarter Ended March 31, 2019  and
Report on Review of Interim Financial Information

Ernst &Young auditores Independentes

 

 

 

 

 

 


 
 

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

                                                   

Independent auditor’s review report on quarterly information

 

 

To the Shareholders, Directors and Officers

Companhia Brasileira de Distribuição

São Paulo – SP – Brazil

 

Introduction

 

We have reviewed the accompanying individual and consolidated interim financial information, contained in the Quarterly Information Form (ITR) of Companhia Brasileira de Distribuição for the quarter ended March 31, 2019, comprising the statement of financial position as of March 31, 2019 and the related statements of profit or loss, comprehensive income, changes in equity and cash flows for the three-month period then ended, including other explanatory information.

 

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

 

Scope of the review

 

We conducted our review in accordance with Brazilian and International Standards on Review Engagements (NBC TR 2410 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 auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion on the individual and consolidated interim financial information

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the quarterly information referred to above are not prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34 applicable to the preparation of Quarterly Information Form (ITR), and presented consistently with the rules issued by the Brazilian Securities and Exchange Commission (CVM).

 

 

 

 

 


 
 

Emphasis of matter

 

Restatement of corresponding figures

 

As mentioned in Note 5, due the adoption of the new accounting pronouncement CPC06(R2) and IFRS16 – Leases, the corresponding individual and consolidated figures related to the balance sheet for the year ended December 31, 2018 and the corresponding individual and consolidated interim financial information comprising the statements of profit or loss and  cash flows for the three-month period ended March 31, 2018, presented for comparison purposes, were adjusted and restated as required by CPC 23 (Accounting Policies, Changes in Accounting Estimates and Error Correction) and CPC 26(R1) - Presentation of Financial Statements. Our conclusion is not modified in respect of this matter.

 

Other matters

 

 

Statements of value added

 

We have also reviewed the individual and consolidated statements of value added (SVA) for the three-month period ended March 31, 2019, prepared under Company’s management responsibility, whose presentation in the interim financial information is required by the rules issued by the Brazilian Securities and Exchange Commission (CVM) applicable to preparation of Quarterly Information Form (ITR), and as supplementary information by the International Financial Reporting Standards (IFRS), which does not require SVA presentation. These statements have been subject to the same review procedures previously described and, based on our review, nothing has come to our attention that causes us to believe that they were not prepared, in all material respects, consistently with the overall individual and consolidated interim financial information.

 

 

 

São Paulo, May 07, 2019.

 

 

ERNST & YOUNG

Auditores Independentes S.S.

CRC-2SP034519/O-6

 

 

 

 

Antonio Humberto Barros dos Santos

Accountant CRC-1SP161745/O-3

 


 
 

Company Information

 

Capital Composition

5

Individual Interim Financial Information

 

Balance Sheet – Assets

6

Balance Sheet – Liabilities

7

Statement of Operations

8

Statement of Comprehensive Income

9

Statement of Cash Flows

10

Statement of Changes in Shareholders’ Equity

 

1/1/2019 to 3/31/2019

11

1/1/2018 to 3/31/2018

12

Statement of Value Added

13

Consolidated Interim Financial Information

 

Balance Sheet – Assets

14

Balance Sheet – Liabilities

15

Statement of Operations

16

Statement of Comprehensive Income

17

Statement of Cash Flows

18

Statement of Changes in Shareholders’ Equity

 

1/1/2019 to 3/31/2019

19

1/1/2018 to 3/31/2018

20

Statement of Value Added

21

Comments on the Company`s Performance

22

Notes to the Interim Financial Information

40


 
 

Number of Shares

(thousand)

Current Quarter

3/31/2019

 

Share Capital

 

 

Common

99,680

 

Preferred

167,174

 

Total

266,854

 

Treasury Shares

 

 

Common

0

 

Preferred

233

 

Total

233

 

 

 

 

 

5


 
 

Individual Interim Financial Information / Balance Sheet - Assets

       

R$ (in thousands)

   

Code

Description

 Current Quarter
03/31/2019

Previous Year
12/31/2018

1

Total Assets

26,548,000

27,587,000

1.01

Current Assets

8,320,000

9,607,000

1.01.01

Cash and Cash Equivalents

1,594,000

2,935,000

1.01.03

Accounts Receivable

852,000

565,000

1.01.03.01

Trade Receivables

560,000

274,000

1.01.03.02

Other Receivables

292,000

291,000

1.01.04

Inventories

3,481,000

3,606,000

1.01.06

Recoverable Taxes

331,000

316,000

1.01.08

Other Current Assets

2,062,000

2,185,000

1.01.08.01

Assets Held for Sale

1,811,000

2,067,000

1.01.08.03

Other

251,000

118,000

1.01.08.03.01

Financial Instruments - Fair Value Hedge

7,000

0

1.01.08.03.02

Others Assets

244,000

118,000

1.02

Noncurrent Assets

18,228,000

17,980,000

1.02.01

Long-term Assets

3,410,000

3,353,000

1.02.01.03

Accounts Receivable

189,000

132,000

1.02.01.03.01

Trade receivables, net

60,000

4,000

1.02.01.03.02

Other accounts receivable

129,000

128,000

1.02.01.06

Deferred Taxes

411,000

391,000

1.02.01.07

Prepaid Expenses

15,000

17,000

1.02.01.08

Receivables from related parties

244,000

341,000

1.02.01.09

Other Noncurrent Assets

2,551,000

2,472,000

1.02.01.09.04

Recoverable Taxes

1,881,000

1,813,000

1.02.01.09.05

Restricted deposits for legal proceedings

634,000

624,000

1.02.01.09.06

Financial Instruments - Fair Value Hedge

36,000

35,000

1.02.02

Investments

4,746,000

4,431,000

1.02.02.01

Investments in Associates

4,726,000

4,411,000

1.02.02.01.02

Investments in Subsidiaries

4,726,000

4,411,000

1.02.02.02

Investment properties

20,000

20,000

1.02.03

Property and Equipment, Net

8,228,000

8,351,000

1.02.03.01

Property and Equipment in Use

5,762,000

5,843,000

1.02.03.02

Leased Properties

2,466,000

2,508,000

1.02.04

Intangible Assets, net

1,844,000

1,845,000

1.02.04.01

Intangible Assets

1,844,000

1,845,000

1.02.04.01.02

Intangible Assets

1,185,000

1,169,000

1.02.04.01.03

Intangible Right-of-use

659,000

676,000

 

 

 

6


 
 

Individual Interim Financial Information / Balance Sheet - Liabilities

       

R$ (in thousands)

   

Code

Description

 Current Quarter
03/31/2019

Previous Year
12/31/2018

2

Total Liabilities

26,548,000

27,587,000

2.01

Current Liabilities

6,899,000

8,777,000

2.01.01

Payroll and Related Taxes

417,000

433,000

2.01.02

Trade payables, net

3,541,000

5,604,000

2.01.03

Taxes and Contributions Payable

216,000

236,000

2.01.04

Borrowings and Financing

1,459,000

1,306,000

2.01.05

Other Liabilities

1,266,000

1,198,000

2.01.05.01

Payables to Related Parties

344,000

316,000

2.01.05.02

Other

922,000

882,000

2.01.05.02.01

Dividends and interest on own capital

164,000

57,000

2.01.05.02.08

Financing Related to Acquisition of Assets

26,000

68,000

2.01.05.02.09

Deferred Revenue

82,000

89,000

2.01.05.02.12

Other Accounts Payable

235,000

264,000

2.01.05.02.17

Lease Liability

415,000

404,000

2.02

Noncurrent Liabilities

9,254,000

8,492,000

2.02.01

Borrowings and Financing

4,099,000

3,290,000

2.02.02

Other Liabilities

4,114,000

4,205,000

2.02.02.02

Other

4,114,000

4,205,000

2.02.02.02.03

Taxes payable in installments

447,000

471,000

2.02.02.02.07

Other Accounts Payable

41,000

38,000

2.02.02.02.08

Provision for Losses on Investments in Associates

330,000

293,000

2.02.02.02.09

Lease Liability

3,296,000

3,403,000

2.02.04

Provisions

1,027,000

987,000

2.02.06

Deferred Revenue

14,000

10,000

2.03

Shareholders’ Equity

10,395,000

10,318,000

2.03.01

Share Capital

6,825,000

6,825,000

2.03.02

Capital Reserves

426,000

413,000

2.03.02.04

Stock Option

419,000

406,000

2.03.02.07

Capital Reserve

7,000

7,000

2.03.04

Earnings Reserve

3,827,000

3,146,000

2.03.04.01

Legal Reserve

517,000

517,000

2.03.04.05

Earnings Retention Reserve

230,000

230,000

2.03.04.07

Tax Incentive Reserve 

58,000

58,000

2.03.04.10

Expansion Reserve

3,216,000

2,588,000

2.03.04.12

Transactions with non-controlling interests

-44,000

-97,000

2.03.04.14

Settlement of Equity Instrument

-150,000

-150,000

2.03.05

Retained Earnings/ Accumulated Losses

-610,000

0

2.03.08

Other comprehensive income

-73,000

-66,000

 

 

7


 
 

Individual Interim Financial Information / Statement of Operations

     

R$ (in thousands)

Year to date current  period

Year to date previous period

Code

Description

01/01/2019 to 03/31/2019

01/01/2018 to 03/31/2018

3.01

Net operating revenue

6,236,000

6,238,000

3.02

Cost of sales

-4,432,000

-4,466,000

3.03

Gross Profit

1,804,000

1,772,000

3.04

Operating Income/Expenses

-1,440,000

-1,405,000

3.04.01

Selling Expenses

-1,128,000

-1,118,000

3.04.02

General and administrative expenses

-185,000

-176,000

3.04.05

Other Operating Expenses

-285,000

-269,000

3.04.05.01

Depreciation and Amortization

-235,000

-230,000

3.04.05.03

Other operating expenses, net

-50,000

-39,000

3.04.06

Share of Profit of associates

158,000

158,000

3.05

Profit from operations before net financial expenses

364,000

367,000

3.06

 Net Financial expenses

-236,000

-232,000

3.07

Income (loss) before income tax and social contribution

128,000

135,000

3.08

Income tax and social contribution

50,000

26,000

3.08.01

Current

-8,000

-4,000

3.08.02

Deferred

58,000

30,000

3.09

Net Income (loss) from continued operations

178,000

161,000

3.10

Net Income (loss) from discontinued operations

-23,000

-11,000

3.10.01

Net Income (loss) from Discontinued Operations

-23,000

-11,000

3.11

Net Income (loss) for the period

155,000

150,000

3.99.01

Basic Earnings per Share

   

3.99.01.01

ON

0.54710

0.53000

3.99.01.02

PN

0.60181

0.58300

3.99.02

Diluted Earnings per Share

   

3.99.02.01

ON

0.54778

0.52827

3.99.02.02

PN

0.59771

0.57980

       

 

 

8


 
 

Individual Interim Financial Information / Statement of Comprehensive Income

       

R$ (in thousands)

Year to date current  period

Year to date previous period

Code

Description

01/01/2019 to 03/31/2019

01/01/2018 to 03/31/2018

4.01

Net income for the Period

155,000

150,000

4.02

Other Comprehensive Income

-7,000

-10,000

4.02.02

Foreign Currency Translation

1,000

-7,000

4.02.04

 Fair Value of Trade  Receivables

-17,000

-4,000

4.02.05

Income Tax Related to Other Comprehensive Income

9,000

1,000

4.03

Total Comprehensive Income for the Period

148,000

140,000

 

 

9


 
 

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

   

                    1.000,00

R$ (in thousands)

Year to date current period

Year to date previous period

Code

Description

01/01/2019 to 03/31/2019

01/01/2018 to 03/31/2018

6.01

Net Cash Operating Activities

-2,102,000

-1,890,000

6.01.01

Cash Provided by the Operations

504,000

498,000

6.01.01.01

Net Income for the Period

155,000

150,000

6.01.01.02

Deferred Income Tax and Social Contribution

-58,000

-30,000

6.01.01.03

Gain (Losses) on Disposal of Property and equipment

39,000

7,000

6.01.01.04

Depreciation/Amortization  

267,000

255,000

6.01.01.05

Interest and Inflation Adjustments

221,000

214,000

6.01.01.07

Share of Profit (Loss) of Subsidiaries and Associates

-158,000

-158,000

6.01.01.08

Provision for Risks

38,000

50,000

6.01.01.10

Share-based Payment

13,000

7,000

6.01.01.11

Allowance for Doubtful Accounts

1,000

0

6.01.01.13

Allowance for obsolescence and damages

-1,000

-1,000

6.01.01.14

Other Operating Expenses

14,000

10,000

6.01.01.15

Deferred Revenue

-3,000

-3,000

6.01.01.16

Loss or gain on lease liabilities

-24,000

-3,000

6.01.02

Changes in Assets and Liabilities

-2,606,000

-2,388,000

6.01.02.01

Accounts Receivable

-355,000

-217,000

6.01.02.02

Inventories

125,000

33,000

6.01.02.03

Recoverable Taxes

-93,000

39,000

6.01.02.04

Other Assets

-114,000

-200,000

6.01.02.05

Related Parties

-34,000

6,000

6.01.02.06

Restricted Deposits for Legal Proceeding

-11,000

-17,000

6.01.02.07

Trade Payables

-2,064,000

-1,979,000

6.01.02.08

Payroll and Related Taxes

-15,000

1,000

6.01.02.09

Taxes and Social Contributions Payable

-67,000

-58,000

6.01.02.10

Payments of provision for risk

-16,000

-20,000

6.01.02.12

Other Payables

-8,000

24,000

6.01.02.13

Income Tax and Social contribution, paid

-4,000

0

6.01.02.15

Received Dividends and Interest on own capital

50,000

0

6.02

Net Cash of Investing Activities

-211,000

-172,000

6.02.02

Acquisition of Property and Equipment (Note 14.2)

-194,000

-147,000

6.02.03

Increase in Intangible Assets (Note 15.2)

-18,000

-25,000

6.02.04

Sales of Property and Equipment

1,000

0

6.03

Net Cash of Financing Activities

972,000

458,000

6.03.02

Proceeds from Borrowings and Financing (Note 16.2)

1,299,000

1,213,000

6.03.03

Payments of Borrowings and Financing (Note 16.2)

-440,000

-509,000

6.03.07

Acquisition of companies

-19,000

0

6.03.08

Transactions with Non-controlling Interest

396,000

0

6.03.09

Payment of lease liability

-264,000

-246,000

6.05

Increase (Decrease) in Cash and Cash Equivalents

-1,341,000

-1,604,000

6.05.01

Cash and Cash Equivalents at the Beginning of the Period 

2,935,000

2,868,000

6.05.02

Cash and Cash Equivalents at the End of the Period

1,594,000

1,264,000

       

 

 

10


 
 

Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2019 to 03/31/2019

               

R$ (in thousands)

 

 

 

 

 

 

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserve

Retained Earnings /Accumulated Losses

Other comprehensive income

Shareholders'
Equity

5.01

Opening balance

6,825,000

413,000

3,911,000

0

-66,000

11,083,000

5.02

Net income for the year

0

0

0

-765,000

0

-765,000

5.03

Adjusted opening balance

6,825,000

413,000

3,911,000

-765,000

-66,000

10,318,000

5.04

Capital Transactions with Shareholders

0

13,000

-137,000

0

0

-124,000

5.04.03

Share based expenses

0

10,000

0

0

0

10,000

5.04.07

 Interest on own Capital

0

0

-137,000

0

0

-137,000

5.04.08

Share based expenses of Subsidiaries

0

3,000

0

0

0

3,000

5.05

Total Comprehensive Income

0

0

0

155,000

-7,000

148,000

5.05.01

Net Income  for the Period

0

0

0

155,000

0

155,000

5.05.02

Other Comprehensive Income

0

0

0

0

-7,000

-7,000

5.05.02.04

Foreign currency translation

0

0

0

0

1,000

1,000

5.05.02.07

Fair value of trade receivables

0

0

0

0

-17,000

-17,000

5.05.02.08

Income taxes related to other comprehensive income

0

0

0

0

9,000

9,000

5.06

Internal Changes of Shareholders’ Equity

0

0

53,000

0

0

53,000

5.06.05

Transactions with Non-controlling Interests

0

0

53,000

0

0

53,000

5.07

Closing Balance

6,825,000

426,000

3,827,000

-610,000

-73,000

10,395,000

 

 

11


 
 

Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2018 to 03/31/2018

               

R$ (in thousands)

 

 

 

 

 

 

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserve

Retained Earnings /Accumulated Losses

Other comprehensive Income

Shareholders'
Equity

5.01

Opening balance

6,822,000

355,000

3,174,000

-114,000

-49,000

10,188,000

5.02

Net income for the year

0

0

0

-802,000

0

-802,000

5.03

Adjusted opening balance

6,822,000

355,000

3,174,000

-916,000

-49,000

9,386,000

5.04

Capital Transactions with Shareholders

0

23,000

-13,000

0

0

10,000

5.04.03

Share based expenses

0

14,000

0

0

0

14,000

5.04.07

 Interest on own Capital

0

0

-13,000

0

0

-13,000

5.04.08

Share based expenses of Subsidiaries

0

9,000

0

0

0

9,000

5.05

Total Comprehensive Income

0

0

0

150,000

-10,000

140,000

5.05.01

Net Income  for the Period

0

0

0

150,000

0

150,000

5.05.02

Other Comprehensive Income

0

0

0

0

-10,000

-10,000

5.05.02.04

Foreign currency translation

0

0

0

0

-7,000

-7,000

5.05.02.07

Fair value of trade receivables

0

0

0

0

-4,000

-4,000

5.05.02.08

Income taxes related to other comprehensive income

0

0

0

0

1,000

1,000

5.07

Closing Balance

6,822,000

378,000

3,161,000

-766,000

-59,000

9,536,000

 

 

 

12


 
 

Individual Interim Financial Information / Statement of Value Added

       

R$ (in thousands)

Year to date current  period

Year to date previous period

Code

Description

01/01/2019 to 03/31/2019

01/01/2018 to 03/31/2018

7.01

Revenues

6,780,000

6,775,000

7.01.01

Sales of Goods, Products and Services

6,769,000

6,753,000

7.01.02

Other Revenues

12,000

19,000

7.01.04

Allowance for/Reversal of Doubtful Accounts

-1,000

3,000

7.02

Products Acquired from Third Parties

-5,326,000

-5,373,000

7.02.01

Costs of Products, Goods and Services Sold

-4,514,000

-4,586,000

7.02.02

Materials, Energy, Outsourced Services and Other

-812,000

-787,000

7.03

Gross Value Added

1,454,000

1,402,000

7.04

Retention

-267,000

-254,000

7.04.01

Depreciation and Amortization

-267,000

-254,000

7.05

Net Value Added Produced

1,187,000

1,148,000

7.06

Value Added Received in Transfer

150,000

173,000

7.06.01

Share of Profit of Subsidiaries and Associates

158,000

158,000

7.06.02

Financial Revenue

15,000

26,000

7.06.03

Other

-23,000

-11,000

7.07

Total Value Added to Distribute

1,337,000

1,321,000

7.08

Distribution of Value Added

1,337,000

1,321,000

7.08.01

Personnel

725,000

735,000

7.08.01.01

Direct Compensation

478,000

466,000

7.08.01.02

Benefits

137,000

149,000

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

46,000

46,000

7.08.01.04

Other

64,000

74,000

7.08.02

Taxes, Fees and Contributions

190,000

167,000

7.08.02.01

Federal

38,000

90,000

7.08.02.02

State

83,000

35,000

7.08.02.03

Municipal

69,000

42,000

7.08.03

Value Distributed to Providers of Capital

267,000

269,000

7.08.03.01

Interest

266,000

268,000

7.08.03.02

Rentals

1,000

1,000

7.08.04

Value Distributed to Shareholders

155,000

150,000

7.08.04.01

Interest on shareholders' equity

137,000

14,000

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

18,000

136,000

 

 

13


 
 

Consolidated Interim Financial Information /Balance Sheet - Assets

       

R$ (in thousands)

   

Code

Description

 Current Quarter
03/31/2019

Previous Year
12/31/2018

1

Total Assets

57,672,000

61,284,000

1.01

Current Assets

36,919,000

40,859,000

1.01.01

Cash and Cash Equivalents

2,359,000

4,369,000

1.01.03

Accounts Receivable

1,072,000

686,000

1.01.03.01

Trade Receivables

765,000

384,000

1.01.03.02

Other Receivables

307,000

302,000

1.01.04

Inventories

5,732,000

5,909,000

1.01.06

Recoverable Taxes

648,000

679,000

1.01.08

Other Current Assets

27,108,000

29,216,000

1.01.08.01

Assets Held for Sale

26,742,000

29,020,000

1.01.08.03

Other

366,000

196,000

1.01.08.03.01

Financial Instruments - Fair Value Hedge

54,000

43,000

1.01.08.03.02

Other Assets

312,000

153,000

1.02

Noncurrent Assets

20,753,000

20,425,000

1.02.01

Long-term Assets

4,468,000

4,236,000

1.02.01.03

Accounts Receivable

189,000

132,000

1.02.01.03.01

Trade receivables, net

60,000

4,000

1.02.01.03.02

Other accounts receivable

129,000

128,000

1.02.01.06

Deferred Taxes

518,000

488,000

1.02.01.07

Prepaid Expenses

15,000

17,000

1.02.01.08

Receivables from related parties

39,000

34,000

1.02.01.09

Other Noncurrent Assets

3,707,000

3,565,000

1.02.01.09.04

Recoverable Taxes

2,876,000

2,745,000

1.02.01.09.05

Restricted deposits for legal proceedings

785,000

776,000

1.02.01.09.06

Financial Instruments - Fair Value Hedge

46,000

44,000

1.02.02

Investments

236,000

223,000

1.02.02.01

Investments in Associates

216,000

203,000

1.02.02.02

Investment properties

20,000

20,000

1.02.03

Property and Equipment, Net

13,181,000

13,120,000

1.02.03.01

Property and Equipment in Use

9,695,000

9,621,000

1.02.03.02

Leased Properties

3,486,000

3,499,000

1.02.04

Intangible Assets, net

2,868,000

2,846,000

1.02.04.01.02

Intangible Assets

1,979,000

1,937,000

1.02.04.01.03

Intangible Right-of-use

889,000

909,000

 

 

14


 
 

Consolidated Interim Financial Information / Balance Sheet - Liabilities

       

R$ (in thousands)

   

Code

Description

 Current Quarter
03/31/2019

Previous Year
12/31/2018

2

Total Liabilities

57,672,000

61,284,000

2.01

Current Liabilities

32,724,000

37,548,000

2.01.01

Payroll and Related Taxes

694,000

686,000

2.01.02

Trade payables, net

6,481,000

9,246,000

2.01.03

Taxes and Contributions Payable

364,000

370,000

2.01.04

Borrowings and Financing

2,342,000

1,981,000

2.01.05

Other Liabilities

1,344,000

1,389,000

2.01.05.01

Payables to Related Parties

159,000

145,000

2.01.05.02

Other

1,185,000

1,244,000

2.01.05.02.01

Dividends and interest on own capital

164,000

57,000

2.01.05.02.08

Financing Related to Acquisition of Assets

47,000

149,000

2.01.05.02.09

Deferred Revenue

213,000

250,000

2.01.05.02.12

Other Accounts Payable

280,000

323,000

2.01.05.02.17

Lease liability

481,000

465,000

2.01.07

Liabilities related to assets held for sale

21,499,000

23,876,000

2.02

Noncurrent Liabilities

11,268,000

10,492,000

2.02.01

Borrowings and Financing

4,197,000

3,392,000

2.02.02

Other Liabilities

5,217,000

5,271,000

2.02.02.02

Other

5,217,000

5,271,000

2.02.02.02.03

Taxes payable in installments

447,000

471,000

2.02.02.02.07

Other Accounts Payable

54,000

49,000

2.02.02.02.08

Provision for Losses on Investments in Associates

330,000

293,000

2.02.02.02.09

Lease Liability

4,386,000

4,458,000

2.02.03

Deferred taxes

561,000

581,000

2.02.04

Provisions

1,275,000

1,235,000

2.02.06

Deferred Revenue

18,000

13,000

2.03

Shareholders’ Equity

13,680,000

13,244,000

2.03.01

Share Capital

6,825,000

6,825,000

2.03.02

Capital Reserves

426,000

413,000

2.03.02.04

Stock Option

419,000

406,000

2.03.02.07

Capital Reserve

7,000

7,000

2.03.04

Earnings Reserve

3,827,000

3,146,000

2.03.04.01

Legal Reserve

517,000

517,000

2.03.04.05

Earnings Retention Reserve

230,000

230,000

2.03.04.07

Tax Incentive Reserve 

58,000

58,000

2.03.04.10

Expansion Reserve

3,216,000

2,588,000

2.03.04.12

Transactions with non-controlling interests

-44,000

-97,000

2.03.04.14

Settlement of Equity Instrument

-150,000

-150,000

2.03.05

Retained Earnings/ Accumulated Losses

-610,000

                        0  

2.03.08

Other comprehensive income

-73,000

-66,000

2.03.09

Non-Controlling  interests

3,285,000

2,926,000

 

 

 

15


 
 

Consolidated Interim Financial Information / Statement of Operations

       

R$ (in thousands)

Year to date current  period

Year to date previous period

Code

Description

01/01/2019 to 03/31/2019

01/01/2018 to 03/31/2018

3.01

Net operating revenue

12,709,000

11,343,000

3.02

Cost of sales

-9,913,000

-8,783,000

3.03

Gross Profit

2,796,000

2,560,000

3.04

Operating Income/Expenses

-2,338,000

-2,179,000

3.04.01

Selling Expenses

-1,672,000

-1,558,000

3.04.02

General and administrative expenses

-269,000

-239,000

3.04.05

Other Operating Expenses

-380,000

-346,000

3.04.05.01

Depreciation and Amortization

-329,000

-304,000

3.04.05.03

Other operating expenses, net

-51,000

-42,000

3.04.06

Share of Profit of associates

-17,000

-36,000

3.05

Profit from operations before net financial expenses

458,000

381,000

3.06

 Net Financial expenses

-289,000

-274,000

3.07

Income (loss) before income tax and social contribution

169,000

107,000

3.08

Income tax and social contribution

-19,000

-30,000

3.08.01

Current

-109,000

-32,000

3.08.02

Deferred

90,000

2,000

3.09

Net Income (loss) from continued operations

150,000

77,000

3.10

Net Income (loss) from discontinued operations

69,000

190,000

3.10.01

Net Income (loss) from Discontinued Operations

69,000

190,000

3.11

Net Income (loss) for the period

219,000

267,000

3.11.01

Attributable to Controlling  Shareholders

155,000

150,000

3.11.02

Attributable to Non-controlling Shareholders

64,000

117,000

3.99.01

Basic Earnings per Share

   

3.99.01.01

ON

                        0.54710

                 0.53000

3.99.01.02

PN

                        0.60181

                 0.58300

3.99.02

Diluted Earnings per Share

   

3.99.02.01

ON

                        0.54778

                 0.52827

3.99.02.02

PN

                        0.59771

                 0.57980

 

 

16


 
 

Consolidated Interim Financial Information / Statement of Comprehensive Income

 

 

 

 

   

Year to date current  period

Year to date previous period

R$ (in thousands)

01/01/2019 to

01/01/2018 to

Code

Description

03/31/2019

03/31/2018

4.01

Net income for the Period

219,000

267,000

4.02

Other Comprehensive Income

-7,000

-13,000

4.02.02

Foreign Currency Translation

1,000

-7,000

4.02.04

 Fair Value of Trade  Receivables

-27,000

-9,000

4.02.05

Deferred tax on fair value of estimated losses

19,000

3,000

4.03

Total Comprehensive Income for the Period

212,000

254,000

4.03.01

Attributable to Controlling Shareholders

148,000

140,000

4.03.02

Attributable to Non-Controlling Shareholders

64,000

114,000

 

 

17


 
 

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

       

R$ (in thousands)

1000

 
   

Year to date current  period

Year to date previous period

Code

Description

01/01/2019 to 03/31/2019

01/01/2018 to 03/31/2018

6.01

Net Cash Operating Activities

-4,608,000

-4,873,000

6.01.01

Cash Provided by the Operations

1,134,000

1,392,000

6.01.01.01

Net Income for the Period

219,000

267,000

6.01.01.02

Deferred Income Tax and Social Contribution

-1,000

32,000

6.01.01.03

Gain (Losses) on Disposal of Property and equipment

74,000

17,000

6.01.01.04

Depreciation/Amortization  

365,000

334,000

6.01.01.05

Interest and Inflation Adjustments

445,000

451,000

6.01.01.07

Share of Profit (Loss) of Subsidiaries and Associates

7,000

30,000

6.01.01.08

Provision for Risks

68,000

202,000

6.01.01.09

Provision for Write-off and impairment

1,000

0

6.01.01.10

Share-based Payment

15,000

7,000

6.01.01.11

Allowance for Doubtful Accounts

123,000

177,000

6.01.01.13

Allowance for obsolescence and damages

-13,000

-19,000

6.01.01.15

Allowance for Doubtful Accounts

-122,000

-103,000

6.01.01.16

Loss or gain on lease liabilities

-47,000

-3,000

6.01.02

Changes in Assets and Liabilities

-5,742,000

-6,265,000

6.01.02.01

Accounts Receivable

-725,000

-1,131,000

6.01.02.02

Inventories

268,000

-914,000

6.01.02.03

Recoverable Taxes

-34,000

-141,000

6.01.02.04

Other Assets

-250,000

-416,000

6.01.02.05

Related Parties

4,000

-15,000

6.01.02.06

Restricted Deposits for Legal Proceeding

0

-75,000

6.01.02.07

Trade Payables

-4,667,000

-3,313,000

6.01.02.08

Payroll and Related Taxes

-86,000

14,000

6.01.02.09

Taxes and Social Contributions Payable

19,000

-66,000

6.01.02.10

Payments of provision for risk

-189,000

-153,000

6.01.02.11

Deferred Revenue

3,000

4,000

6.01.02.12

Other Payables

-5,000

74,000

6.01.02.13

Income Tax and Social contribution, paid

-92,000

-133,000

6.01.02.15

Received Dividends and Interest on own capital

12,000

0

6.02

Net Cash of Investing Activities

-615,000

-427,000

6.02.02

Acquisition of Property and Equipment (Note 14.2)

-495,000

-356,000

6.02.03

Increase in Intangible Assets (Note 15.2)

-120,000

-80,000

6.02.04

Sales of Property and Equipment

0

9,000

6.03

Net Cash of Financing Activities

798,000

254,000

6.03.02

Proceeds from Borrowings and Financing (Note 16.2)

2,734,000

2,633,000

6.03.03

Payments of Borrowings and Financing (Note 16.2)

-1,776,000

-1,864,000

6.03.07

Acquisition of companies

-19,000

0

6.03.08

Transactions with Non-controlling Interest

396,000

0

6.03.09

Payment of lease liability

-537,000

-515,000

6.05

Increase (Decrease) in Cash and Cash Equivalents

-4,425,000

-5,046,000

6.05.01

Cash and Cash Equivalents at the Beginning of the Period 

8,080,000

7,351,000

6.05.02

Cash and Cash Equivalents at the End of the Period

3,655,000

2,305,000

 

 

 

18


 
 

Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2019 to 03/31/2019

                 

R$ (in thousands)

 

1000

           

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserves

Retained Earnings/ Accumulated  Losses

Other comprehen-sive Income

Shareholders'
Equity

Non-Controlling
Interest

Consolidated
Shareholders'
Equity

5.01

Opening balance

6,825,000

413,000

3,911,000

0

-66,000

11,083,000

2,856,000

13,939,000

5.02

Net income for the year

0

0

0

-765,000

0

-765,000

70,000

-695,000

5.03

Adjusted opening balance

6,825,000

413,000

3,911,000

-765,000

-66,000

10,318,000

2,926,000

13,244,000

5.04

Capital Transactions with Shareholders

0

13,000

-137,000

0

0

-124,000

2,000

-122,000

5.04.03

Share based expenses

0

10,000

0

0

0

10,000

0

10,000

5.04.07

Options Granted - subsidiaries

0

0

-137,000

0

0

-137,000

0

-137,000

5.04.08

Share based expenses of Subsidiaries

0

3,000

0

0

0

3,000

2,000

5,000

5.05

Total Comprehensive Income

0

0

0

155,000

-7,000

148,000

64,000

212,000

5.05.01

Net Income  for the Period

0

0

0

155,000

0

155,000

64,000

219,000

5.05.02

Other Comprehensive Income

0

0

0

0

-7,000

-7,000

0

-7,000

5.05.02.04

Foreign currency translation

0

0

0

0

1,000

1,000

0

1,000

5.05.02.07

Fair value of trade receivables

0

0

0

0

-17,000

-17,000

-10,000

-27,000

5.05.02.08

Income taxes related to other comprehensive income

0

0

0

0

9,000

9,000

10,000

19,000

5.06

Internal Changes of Shareholders’ Equity

0

0

53,000

0

0

53,000

293,000

346,000

5.06.05

Transactions with Non-controlling Interests

0

0

53,000

0

0

53,000

293,000

346,000

5.07

Closing Balance

6,825,000

426,000

3,827,000

-610,000

-73,000

10,395,000

3,285,000

13,680,000

                   

 

 

Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2018 to 03/31/2018

                 

R$ (in thousands)

               

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserves

Retained Earnings/ Accumulated  Losses

Other comprehen-sive Income

Shareholders'
Equity

Non-Controlling
Interest

Consolidated
Shareholders'
Equity

5.01

Opening balance

6,822,000

355,000

3,174,000

-114,000

-49,000

10,188,000

2,853,000

13,041,000

5.02

Net income for the year

0

0

0

-802,000

0

-802,000

-80,000

-882,000

5.03

Adjusted opening balance

6,822,000

355,000

3,174,000

-916,000

-49,000

9,386,000

2,773,000

12,159,000

5.04

Capital Transactions with Shareholders

0

23,000

-13,000

0

0

10,000

6,000

16,000

5.04.03

Share based expenses

0

14,000

0

0

0

14,000

0

14,000

5.04.07

Options Granted - subsidiaries

0

0

-13,000

0

0

-13,000

0

-13,000

5.04.08

Share based expenses of Subsidiaries

0

9,000

0

0

0

9,000

6,000

15,000

5.05

Total Comprehensive Income

0

0

0

150,000

-10,000

140,000

114,000

254,000

5.05.01

Net Income  for the Period

0

0

0

150,000

0

150,000

117,000

267,000

5.05.02

Other Comprehensive Income

0

0

0

0

-10,000

-10,000

-3,000

-13,000

5.05.02.04

Foreign currency translation

0

0

0

0

-7,000

-7,000

0

-7,000

5.05.02.07

Fair value of trade receivables

0

0

0

0

-4,000

-4,000

-5,000

-9,000

5.05.02.08

Income taxes related to other comprehensive income

0

0

0

0

1,000

1,000

2,000

3,000

5.07

Closing Balance

6,822,000

378,000

3,161,000

-766,000

-59,000

9,536,000

2,893,000

12,429,000

                   

 

 

19


 
 

Consolidated Interim Financial Information / Statement of Value Added

       

R$ (in thousands)

1000

 
   

Year to date current period

Year to date previous period

Code

Description

1/01/2019 to
03/30/2019

01/01/2018 to 03/31/2018

7.01

Revenues

13,842,000

12,326,000

7.01.01

Sales of Goods, Products and Services

13,828,000

12,300,000

7.01.02

Other Revenues

15,000

23,000

7.01.04

Allowance for/Reversal of Doubtful Accounts

-1,000

3,000

7.02

Products Acquired from Third Parties

-11,289,000

-10,219,000

7.02.01

Costs of Products, Goods and Services Sold

-10,170,000

-9,194,000

7.02.02

Materials, Energy, Outsourced Services and Other

-1,119,000

-1,025,000

7.03

Gross Value Added

2,553,000

2,107,000

7.04

Retention

-365,000

-334,000

7.04.01

Depreciation and Amortization

-365,000

-334,000

7.05

Net Value Added Produced

2,188,000

1,773,000

7.06

Value Added Received in Transfer

78,000

192,000

7.06.01

Share of Profit of Subsidiaries and Associates

-17,000

-36,000

7.06.02

Financial Revenue

26,000

38,000

7.06.03

Other

69,000

190,000

7.07

Total Value Added to Distribute

2,266,000

1,965,000

7.08

Distribution of Value Added

2,266,000

1,965,000

7.08.01

Personnel

1,073,000

1,008,000

7.08.01.01

Direct Compensation

713,000

646,000

7.08.01.02

Benefits

224,000

222,000

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

65,000

62,000

7.08.01.04

Other

71,000

78,000

7.08.01.04.01

Profit (cost) sharing

71,000

78,000

7.08.02

Taxes, Fees and Contributions

632,000

352,000

7.08.02.01

Federal

358,000

174,000

7.08.02.02

State

194,000

122,000

7.08.02.03

Municipal

80,000

56,000

7.08.03

Value Distributed to Providers of Capital

342,000

338,000

7.08.03.01

Interest

332,000

326,000

7.08.03.02

Rentals

10,000

12,000

7.08.04

Value Distributed to Shareholders

219,000

267,000

7.08.04.01

Interest on shareholders' equity

137,000

14,000

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

18,000

136,000

7.08.04.04

Noncontrolling Interest in Retained Earnings

64,000

117,000

 

 

20


 
 

      São Paulo, May 8, 2019 - GPA [B3: PCAR4; NYSE: CBD] announces its results for the first quarter of 2019. Due to the ongoing divestment of the interest held by GPA in Via Varejo S.A., the operations of Via Varejo are treated as discontinued operations. The following comments are related to the results of continuing operations.  All comparisons are with the same period in 2018, except where stated otherwise. All comments regarding adjusted EBITDA and gross margin exclude the non-recurring effects from the periods. Comments related to net income refer to net income attributable to controlling shareholders of continuing operations. In addition, starting from 2019, results include the effects of IFRS 16/CPC 06 (R2) – Leases, which eliminates the distinction between operating and financial leases and requires the recognition of a financial asset and liability related to future leases discounted at present value for virtually all lease agreements of our stores. Comments in this page refer to numbers before the application of IFRS 16.

 

1Q19 RESULTS

 

 

 

GPA Food

The following comments refer to numbers before the application of IFRS 16.

 

        Gross sales revenue reached R$13.8 billion in 1Q19, maintaining a strong growth pace of 12.4%;

        Significant growth of 15.2% in adjusted EBITDA despite the unfavorable Easter calendar, totaling R$680 million and margin reaching 5.4%, +20 basis points (bps);

        Net income up 41.7% in the quarter, totaling R$216 million, with net margin improving to 1.7% (+40 bps), mainly reflecting the operational growth at Assaí and Multivarejo;  

        Solid financial structure achieved through maintenance of low level of leverage, which reached -1.12x EBITDA;

        Significant growth of food e-commerce, underlining the leadership position in the sector and expanding the share of sales under the Pão de Açúcar banner to over 4%;

        Consistent advances in Digital Transformation, with the following highlights:

(i)      Launch of the James Delivery (last miler) operations in São Paulo and expansion to 10 more cities until the end of 2019;

(ii)    Rollout of strategic partnership with Cheftime to 28 stores and an estimate to reach more than 100 store in 2Q19;

(iii)   My Discount app reached over 70% growth in downloads - more than 8.3 million - with strong growth in the penetration of loyalty programs.

(iv)   Partnership agreement with Get Ninjas and other initiatives to optimize clients’ time at stores: Pre-Scanning, Shop & Go, Self Check-out and Scan & Go.

 

 

            (1) Earnings before interest, tax, depreciation and amortization. (2) Adjusted by Other Operating Income and Expenses.

 

 

21


 
 

IFRS 16

As of January 1st, 2019, GPA’s results include the effects of IFRS 16/CPC 06 (R2) – Leases, which eliminates the distinction between operating and financial leases and requires the recognition of a financial asset and liability related to future leases, discounted at present value, for virtually all lease agreements of our stores.

 

The Company opted for the full retrospective adoption, as if the pronouncement had always been adopted since the start of the contracts in order to show the comparable effects for each past period. As such, operational lease expenses are replaced by depreciation expenses related to the right of use and interest expenses related to the lease liability.

To sum up, the main items affected and the respective annual amounts for 2018 are listed below:

 

Income Statement:

      EBITDA: positive effect of R$ 0.9 billion

      Amortization: negative impact of R$ 0.4 billion

      Financial Result: negative effect of R$ 0.5 billion

      Net income: negative impact of R$ 50 million

 

For a better understanding of the 1Q19 results, below is a summary of the adjustments to reconcile the effects of IFRS 16 for GPA Consolidated and GPA Food:

 

 

22


 
 

 

 

 

 (1) Earnings before interest, tax, depreciation and amortization. (2) Adjusted by Other Operating Income and Expenses.

 

“For another quarter, we have made important advances in all formats of the food business, as a result of our assertive multi-channel, multi-format and multi-region strategy. Assaí presented an exceptional sales performance and profitability while Multivarejo continued with consistent results. We maintained the initiatives of portfolio adjustments with retrofits and conversions of stores, progressed sequentially in private label brands and advanced in the projects of digital transformation in the Group, with the expansion of the performance of James delivery and other initiatives in store.”

 

Peter Estermann, Chief Executive Officer of GPA

 

23


 
 

OPERATING PERFORMANCE BY BUSINESS

 

Assaí

(1) Earnings before interest, tax, depreciation and amortization. (2) Adjusted by Other Operating Income and Expenses.

 

Gross sales revenue totaled R$6.9 billion, speeding up the growth pace to 25.6%, reflecting the accelerated maturation of stores opened in 2018 and the strong same-store growth of 10.7%. Market share increased 230 bps and customer traffic registered a significant 14.8% growth.  The quarterly highlights also include:

        Conversion of hypermarket to Assaí: one more store converted (Sezefredo), totaling 145 Assaí stores. Around 20 stores will be opened in the year;

        More than 100,000 Passaí cards issued in the quarter. Presently, Assaí has more than 720,000 cards, with total penetration of more than 5% of sales.

 

Gross profit grew 24.6%, with gross margin of 15.3%, remaining at the same level as in 1Q18 despite the acceleration in sales growth, reflecting an appropriate level of commercial competitiveness. Implementation of IFRS 16 did not affect gross margin in the quarter.

 

Selling, general and administrative expenses amounted to R$597 million, corresponding to 9.4% of sales. The significant 40 bps dilution mainly stems from the strong sales growth combined with the rigorous control of expenses, despite the pre-operational expenses incurred at the stores under construction as part of the expansion plan. The adoption of IFRS 16 had no influence over the dilution of expenses in the quarter.

 

24


 
 

Adjusted EBITDA rose 31.4%, with EBITDA margin of 6.0% (+30 bps). Implementation of IFRS 16 affected EBITDA margin expansion by -10 bps. The evolution of profitability is in line with the guidance for the year.

Net income totaled R$158 million, significant growth of 44.6%, with margin of 2.5% (+30 bps). Implementation of IFRS 16 did not affect net margin expansion in the quarter.

Multivarejo

 

(1) Earnings before interest, tax, depreciation and amortization. (2) Adjusted by Other Operating Income and Expenses.

 

Gross sales revenue totaled R$6.9 billion in the period, up 1.8% from 1Q18, despite the unfavorable calendar caused by Easter falling in the second quarter. Same-store growth has remained at around mid-single digits since 1Q18, reaching 4.8% in 1Q19. The period highlights were:

        Market share gains in all banners;

        Strong growth in food e-commerce sales, consolidating the leadership of the segment;

        Continuation of initiatives related to the optimization of store portfolio: renovation and conversion of stores, which boosted performance at Pão de Açúcar and Extra Supermarkets;

        Penetration of Private-Label Brands rose to approximately 12% of sales;

        Consistent progress in digital transformation initiatives

 

Gross profit totaled R$1.8 billion, with gross margin of 28.6%. Gross margin was higher than in the previous year due to the Easter effect and reflects the level of competitiveness the Company believes is adequate for each Multivarejo banner. Implementation of IFRS 16 did not affect gross margin in the quarter.

 

 

25


 
 

Selling, general and administrative expenses totaled R$1.3 billion, up 3.3%, mainly driven by the increase, significantly below inflation, of personnel and store operation expenses. Selling, general and administrative expenses corresponded to 21.0% of sales, an increase of 30 bps from 1Q18. Implementation of IFRS 16 affected the dilution of expenses in the quarter by -20 bps.

Adjusted EBITDA came to R$536 million, with margin of 8.4%.  Implementation of IFRS improved adjusted EBITDA margin by +20 bps. Without the application of IFRS 16, adjusted EBITDA remained at the 1Q18 level (+5.5%) despite the absence of seasonal effect (Easter) in the quarter, demonstrating consistent performance and control over operating expenses.

Net income grew 115.3% to R$31 million, with margin of 0.5% (+30 bps). Implementation of IFRS 16 contributed +10 bps to net margin expansion in the quarter.

Digital Transformation and e-commerce:

 

Focus on offering customers increasingly customized solutions through innovation and the omnichannel strategy in order to ensure a better shopping experience.

 

      Maintenance of leadership in food e-commerce operation:

      Pão de Açúcar Adega, the multichannel digital platform with nationwide coverage launched in 4Q18, enabled us to double online sales in the wine category in the quarter;

      The Click&Collect and Express operations posted a strong 32% growth in the quarter, already being offered at 76 stores under the Pão de Açúcar and Extra banners.

      James Delivery: launch of the operations in São Paulo in April and expansion to 10 more cities until the end of 2019;

      My Discount: More than 8.3 million downloads, up 70%, with strong increase in penetration in loyalty programs;

      Cheftime: Rollout of the partnership in 28 more stores, in addition to e-commerce sales. Estimate to reach more than 100 stores in 2Q19;

      Partnership with Get Ninjas and other initiatives to optimize customers’ time at stores: Launch of pilot operations of Pre-scanning, Shop & Go, Self Check-out, as well as the possibility of paying for purchases through the app (Scan & Go);

 

OTHER INCOME AND EXPENSES  

 

In the quarter, Other Income and Expenses amounted to an expense of R$51 million, mainly related to restructuring expenses and asset write-offs, chiefly stemming from the review of the store portfolio, in addition to expenses related to tax contingencies in connection with previous periods (2001 to 2008). 

 

 

26


 
 

FINANCIAL RESULT

 

 

The Company’s financial result amounted to R$289 million, or 2.3% of net sales. Without the application of IFRS 16, financial result amounted to R$142 million, 1.1% of net sales, down 10 bps from 1Q18.

 

The main variations were:

        Reduction in the cost of debt: in line with the decline in the CDI interest rate, from 6.7% in 1Q18 to 6.4% in 1Q19;

        Lower expenses with sales of receivables: reflecting the lower interest rate and shorter term of the receivables portfolio, influenced by the higher share of Assaí;

        Restatement of contingencies and other expenses: remained virtually stable as a percentage of net sales revenue compared to 1Q18;

 

Due to the adoption of IFRS 16, the financial result now includes Interest on lease liabilities. In the quarter, a sum of R$147 million was recognized under this item, which corresponds to 1.2% of revenue (vs. 1.3% in 1Q18). 

 

 

 

 

27


 
 

Net Income - Food

 

In the Food segment, net income attributable to the controlling shareholders from continuing operations was R$189 million, 52.8% higher than in 1Q18, with margin of 1.5%. At Assaí, net income grew 44.6% to R$158 million, with margin of 2.5%. At Multivarejo, net income grew 115.3% to R$31 million, with net margin of 0.5%.

 

Earnings per Share

 

Consolidated net income attributable to the controlling shareholders, considering continuing and discontinued operations, came to R$152 million, with margin of 1.2%.  

 

In 1Q19, earnings per share stood at R$0.54778 for common shares and at R$0.59771 for preferred shares.

 

 

28


 
 

Net Debt

 

The Company does not consider the adjustments resulting from IFRS 16 on debt and EBITDA in order to calculate the indicators in the following table.

 

(1) EBITDA before IFRS 16, in the last 12 months.

 

Net debt adjusted for the balance of unsold receivables stood at R$3.5 billion. The Company’s financial leverage remains low and is constantly improving, with net debt/EBITDA ratio of -1.12.

 

Cash balance stood at R$2.4 billion and the balance of unsold receivables stood at R$546 million, for total available funds of R$2.9 billion. The Company also has R$1.8 billion in pre-approved/confirmed credit lines.

 

Investments

 

Investments in the Food segment totaled R$463 million in the quarter, up 40.2% from 1Q18.

We opened one Assaí store through conversion (another 10 are under construction) and one drugstore. Moreover, 2 conversions of Mini Extra to Minuto Pão de Açúcar and 7 conversions of Extra Super to Mercado Extra stores were concluded (totaling 43 Extra Super stores converted, of which 30 became Mercado Extra and 13 Compre Bem stores).

 

 

 

29

 
 

CONSOLIDATED FINANCIAL STATEMENTS

1. Balance Sheet

 

 

30


 
 

2.1 Income Statement for 1Q19 – Before IFRS 16

 

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

 

 

31


 
 

2.1 Income Statement for 1Q19 – After IFRS 16

 

 

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

 

32


 
 

3. Cash Flow - Consolidated (including Via Varejo)  

 

 

33


 
 

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

 

 

 

 

34


 
 

 

4. Breakdown of Sales by Business

(1)Includes sales by Extra Supermercado, Mercado Extra, Extra Hiper and Compre Bem.(2) Includes sales by Mini Extra and Minuto Pão de Açúcar.

 

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

 

 

5. Breakdown of Sales (% of Net Sales)

 

35


 
 

6. Store Portfolio Changes by Banner

 

1Q19 Results Conference Call and Webcast

Thursday, May 9, 2019
10:30 a.m. (Brasília) | 9:30 a.m. (New York) | 2:30 p.m. (London)

Conference call in Portuguese (original language)
+55 (11) 3181-8565

Conference call in English (simultaneous translation)
+1 (412) 717-9224 or +1 (844) 763-8274

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

Replay
+55 11 3193-1012
Access code for audio in Portuguese: 1932275#
Access code for audio in English: 1779586#

http://www.gpari.com.br

 

Investor Relations Contacts

 

 

GPA

Telephone:      55 (11) 3886-0421

gpa.ri@gpabr.com

www.gpari.com.br

 

 

 

About GPA: GPA is Brazil’s largest retailer, with a distribution network comprising over 2,000 points of sale as well as electronic channels. Established in 1948 in São Paulo, it has its head office in the city and operations in 18 Brazilian states and the Federal District. With a strategy of focusing its decisions on customers and better serving them based on their consumer profile in the wide variety of shopping experiences it offers, GPA adopts a multi-business and multi-channel platform consisting of brick-and-mortar stores and e-commerce operations, divided into three business units:  Multivarejo, which operates the supermarket, hypermarket and Minimercado store formats, as well as fuel stations and drugstores under the Pão de Açúcar and Extra banners; Assaí, which operates in the cash-and-carry wholesale segment; GPA Malls, which is responsible for managing the Group's real estate assets, expansion projects and new store openings; and Via Varejo’s discontinued operations, with its bricks and mortar electronics and home appliances stores under the Casas Bahia and Ponto Frio banners, and the e-commerce segment.  

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

 

36


 
 

Glossary

Food Segment: Represents the combined results of Multivarejo and Assaí, excluding equity income (loss) from Cdiscount, which is not included in the operating segments reported by the Company.

 

 

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

 

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

 

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

 

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

       Numerator: profit in the year adjusted by dilutive effects of stock options granted by subsidiaries.

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

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

 

 

37


 
 

 

Compre Bem: Project involving the conversion of stores in order to enter a market niche currently occupied by regional supermarkets. The store model is better adapted to the needs of consumers in the regions where the stores are located. The service and assortment of the perishables category will be reinforced, while other categories will have a leaner assortment. Compre Bem is managed independently from the Extra Super banner, with the focus on streamlining operating costs, especially logistics and IT.

 

Mercado Extra: Project aims to renovate Extra Super by reinforcing the quality of perishables and customer service, with the focus on the B and C income groups. There will be no change in the operating model of the stores, which will continue to be managed under the Extra banner.

James Delivery (last miler): Multiservice platform for ordering and delivering in minutes of diverse products selected by our customers, including restaurants and integration with our supermarkets and drugstores.

 

Cheftime: pioneering startup in the Foodtech segment, offering online subscription services and sales of gastronomic kits.

 

Same-store growth: Same-store growth, as mentioned in this document, is adjusted by the calendar effect in each period.

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

 

 

 

 

 

41

 

38


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

1.       Corporate information

Companhia Brasileira de Distribuição ("Company" or “CBD”), directly or through its subsidiaries (“Group” or “GPA”) is engaged in the retail of food, clothing, home appliances, electronics and other products through its chain of hypermarkets, supermarkets, specialized stores and department stores especially under the trade names "Pão de Açúcar, “Minuto Pão de Açúcar”, "Extra Hiper", “Extra Super”, “Mercado Extra“, “Minimercado Extra”, “Assai”, and the neighborhood shopping mall brand “Conviva”. The activities related to the segments of electronics and e-commerce are presented as discontinued operations (note 32) and represent the stores under the brands “Ponto Frio” and “Casas Bahia", as well as the e-commerce platforms “CasasBahia.com,” “Extra.com”, “Pontofrio.com”, “Barateiro.com”. The Group’s headquarters are located in the city of São Paulo, State of São Paulo, Brazil.

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

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

2.      Basis of preparation

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

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

The individual and consolidated interim financial information for the quarter ended March 31, 2019 were approved by the Board of Directors on May 07, 2019.

As a result of the process in progress for the sale of the subsidiary Via Varejo S.A. (note 32 on the financial statements for year ended December 31, 2018, presented in February 20, 2019) and in accordance to the CPC 31 / IFRS 5 – Non current assets held for sale and discontinued operation, the individual and consolidated interim financial information of the statement of the operations and the statement of the added value for the periods ended March 31, 2019 and March 31, 2018 were presented with the effects of the transaction.

The cash flow statements presented include the continuing and discontinued operations in line with technical pronouncement CPC31 / IFRS 5. The summary cash flow of discontinued operations is presented in note 31.1.

The balance sheet, the statement of operations, the statement of value added, the statement of changes in shareholders equity and the statement of cash flow were restated with the adoption of IFRS16 (see note 5).

 

 

3.        Basis of consolidation

The information on the basis of consolidation did not have significant modification and was presented in the annual financial statements for 2018, in note 3.

 

 

39


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

4.        Significant accounting policies

The significant accounting policies adopted by the Company in the preparation of the individual and consolidated interim financial information are consistent with those adopted and disclosed on Note 4 of the financial statements for the year ended December 31, 2018 and therefore should be read in conjunction and except for the adoption of CPC06 (R2) leases pronouncement, presented in note 5.1. and the policy of recognition and measurement of income tax in the interim period described in Note 19.1.

 

5.      Adoption of new accounting pronouncements, amendments and interpretations issued by IASB and CPC as from January 1, 2019

5.1.   CPC 06(R2)/ IFRS 16 - Leases

 

CPC 06 (R2) / IFRS 16 sets forth the principles for the recognition, measurement, presentation and disclosure of leasing operations and requires tenants to account for all leases in a single model balance sheet similar to accounting for molds of CPC 06 (R1) / IAS 17.

The Company opted for the adoption of the full retrospective approach as a transition method on January 1, 2019, with effect from the beginning of the first practicable period and consequently, the comparative periods are being restated.

In the signing of an agreement, the Company must consider if the contract is a lease, or contains a lease component. The contract is, or contains, a lease if it transfers the rights to control the use of an asset for a period of time in exchange of a consideration.

The Group leases equipment and commercial spaces, including stores and distribution centers, through cancelable and non-cancelable lease agreements. The agreements length vary substantially from 5 to 25 years.

The Group as a lessee

Company evaluates its agreements in order to identify the lease relationships of a right of use, considering the exceptions described in the standard as short-term agreements lower than twelve months and individual assets with amount lower than US$5 thousands.

Lease agreements are then recorded, at its beginning, as a Lease liability (note 21) against a Right of use (note 14 and 15), both by the present value of the minimum lease payments, using the implied interest rate in the agreement, or the incremental borrowing rate of the lessee.

The lease term utilized in the measurement relates to the term that the lessee is reasonably certain that will extend, or that will not extend, the lease relationship.

Subsequently, the payments made are allocated between financial interest and reduction of the liability, applying the interest rate in the balance of the liability. The financial interest is recognized as financial expenses.

The Right of Use of the lease agreements is amortized as expense, as incurred, during the lease term used for the lease estimation of the lease liabilities. The leasehold improvements made in our stores are amortized over their useful life, or the expected time for utilization of the asset limited in the cases where there is evidence of impossibility of extension of the lease term.

The contingent rentals are recognized as expenses as incurred.

 

40


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

 

5.      Adoption of new accounting pronouncements, amendments and interpretations issued by IASB and CPC as from January 1, 2019 - Continued

5.1.   Leases - Continued

 

Group as lessors

 

Lease agreements in which the Group does not transfer substantially all the risks and rewards of ownership of the asset are classified as operating lease. Rental income arising is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss due to its operating nature. Initial direct costs incurred in negotiating an operating lease are accounted for as part of the carrying amount of the leased asset and amortized over the agreement term on the same basis as rental income.

Contingent rentals are recognized as revenue in the periods in which they are earned.

 

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

 

As the decision to adopt the full retrospective approach of CPC 06 (R2) (IFRS16) the comparative periods are being restated as follows:

 

Balance Sheet

 

 

Parent Company

 

12.31.2018

 

As originally presented

IFRS16 effects

Restated

 

     
       

Assets held for sale

2,014

53

2,067

Total current assets

9,554

53

9,607

 

     

 Deferred income tax and social contribution taxes

172

219

  391

 Investments in subsidiaries and associates

4,536

(125)

4,411

 Property and equipment

5,864

2,487

8,351

 Intangible assets

1,674

171

1,845

 Total non-current assets

15,228

2,752

17,980

 Total Assets

24,782

2,805

27,587

 

     

 Borrowings and financing

1,336

(30)

1,306

 Lease liability

  -

404

  404

 Other current liabilities

384

(120)

  264

 Total current liabilities

8,523

254

8,777

 

     

 Borrowings and financing

3,403

(113)

3,290

 Lease liability

  -

3,403

3,403

 Provision for losses on investments in associates

267

26

  293

 Total non-current liabilities

5,176

3,316

8,492

 

 

 

 

 Total liabilities

13,699

3,570

17,269

 

     

 Total Shareholders' Equity

11,083

  (765)

10,318

 Total liabilities and shareholders' equity

24,782

2,805

27,587

 

 

 

41


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

5.      Adoption of new accounting pronouncements, amendments and interpretations issued by IASB and CPC as from January 1, 2019 - Continued

 

5.2.   Presentation of the retrospective effects of the application of pronouncements - Continued

 

 

Consolidated

 

12.31.2018

 

As originally presented

IFRS16 effects

Restated

 

     

Assets held for sale

175

  (22)

153

Total current assets

  24,443

  4,577

  29,020

 

  36,304

  4,555

  40,859

 Deferred income tax and social contribution taxes

     

 Investments in subsidiaries and associates

207

281

488

 Property and equipment

  59

  (42)

17

 Intangible assets

  9,650

  3,470

  13,120

 Total non-current assets

  2,675

171

  2,846

 Total Assets

  16,545

  3,880

  20,425

 

  52,849

  8,435

  61,284

 Borrowings and financing

     

 Lease liability

  2,016

  (35)

  1,981

 Other current liabilities

-

465

465

 Total current liabilities

454

  (131)

323

 

  19,412

  4,464

  23,876

 Borrowings and financing

  32,785

  4,763

  37,548

 Lease liability

     

 Provision for losses on investments in associates

  3,509

  (117)

  3,392

 Total non-current liabilities

  4,458

  4,458

 

267

  26

293

 Total liabilities

  6,125

  4,367

  10,492

 

 

 

 

 Total Shareholders' Equity

  38,910

  9,130

  48,040

 Total liabilities and shareholders' equity

     

Assets held for sale

  13,939

  (695)

  13,244

Total current assets

  52,849

  8,435

  61,284

 

 

 

 

42


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

5.      Adoption of new accounting pronouncements, amendments and interpretations issued by IASB and CPC as from January 1, 2019 - Continued

 

5.2.   Presentation of the retrospective effects of the application of pronouncements - Continued

 

Statement of Operations

 

 

Parent Company

 

03.31.2018

 

As originally presented

IFRS16 effects

Restated

 

   
 

 

Cost of sales

(4,478)

12

  (4,466)

Gross profit

1,760

12

  1,772

Operating income (expenses)

   

 

Selling expenses

(1,262)

144

(1,118)

General and administrative expenses

(177)

  1

(176)

Depreciation and amortization

  (155)

(75)

  (230)

Share of profit of associates

  136

  22

  158

 Other operation expenses, net

  (40)

1

(39)

Profit from operations before net financial expenses

  262

105

  367

 Net financial expenses

  (119)

(113)

(232)

 Income before income tax and social

143

(8)

135

 Income tax and social contribution

18

  8

  26

 Net income from continuing operations  

161

-

161

 Net income (loss) from discontinued operations

(11)

(11)

 Net income for the period

  150

-

  150

 Attributable:

   

 

Controlling shareholders – continuing operations

161

-

161

Controlling shareholders – discontinued operations

(11)

(11)

 Total of controlling shareholders

150

-

  150

       

 

 

 

43


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

5.      Adoption of new accounting pronouncements, amendments and interpretations issued by IASB and CPC as from January 1, 2019 - Continued

 

5.2.   Presentation of the retrospective effects of the application of pronouncements - Continued

 

 

Consolidated

 

03.31.2018

 

As originally presented

IFRS16 effects

Restated

 

 

       

Cost of sales

(8,796)

  13

(8,783)

Gross profit

  2,547

  13

2,560

Operating income (expenses)

   

 

Selling expenses

  (1,739)

181

(1,558)

General and administrative expenses

(241)

  2

(239)

Depreciation and amortization

  (210)

(94)

(304)

Share of profit of associates

(33)

(3)

  (36)

 Other operation expenses, net

  (43)

1

(42)

Profit from operations before net financial expenses

  281

100

381

 Net financial expenses

(132)

(142)

  (274)

 Income before income tax and social

 149

(42)

107

 Income tax and social contribution

  (41)

  11

  (30)

 Net income from continuing operations 

108

(31)

  77

 Net income (loss) from discontinued operations

118

72

  190

Net income for the period

  226

  41

  267

 Attributable:

     

Controlling shareholders – continuing operations

108

(31)

77

Controlling shareholders – discontinued operations

42

31

73

Total of Controlling shareholders

150

-

150

       

Non-controlling shareholders – discontinued operations

76

41

117

Total of non-controlling shareholders

76

41

117

 

 

 

44


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

5.      Adoption of new accounting pronouncements, amendments and interpretations issued by IASB and CPC as from January 1, 2019 - Continued

 

5.2.   Presentation of the retrospective effects of the application of pronouncements - Continued

 

 

Statement of Cash Flows

 

 

 

Parent Company

 

03.31.2018

 

As originally presented

IFRS16 effects

Restated

 

     

 Net income for the period

150

-

150

 Deferred income tax

(22)

(8)

(30)

 Losses (gain) of disposals of property and equipment

5

  2

7

 Depreciation/ Amortization

166

89

  255

 Interest and inflation adjustments

97

  118

  215

 Share of profit (loss) of subsidiaries and associates

(136)

(22)

(158)

 Losses (gain) on lease liability write off

-

  (3)

(3)

 Other liabilities

(22)

45

23

 Payments of borrowings and financing

(534)

25

(509)

 Payments of lease liability

  -

(246)

(246)

 

 

Consolidated

 

03.31.2018

 

As originally presented

IFRS16 effects

Restated

 

     

 Net income for the period

226

  41

267

 Deferred income tax

  6

  26

  32

 Losses (gain) of disposals of property and equipment

  15

  2

  17

 Depreciation/ Amortization

223

111

334

 Interest and inflation adjustments

205

246

451

 Share of profit (loss) of subsidiaries and associates

  27

  3

  30

 Losses (gain) on lease liability write off

-

  (3)

  (3)

 Other liabilities

  25

  49

  74

 Payments of borrowings and financing

  (1,904)

  40

  (1,864)

 Payments of lease liability

-

  (515)

  (515)

 

 

5.3   ICPC 22

 

The interpretation of ICPC22 clarifies how to apply the recognition and measurement requirements of CPC 32 when there is uncertainty about tax treatments on profit. The interpretation was approved on December 21, 2018 and entered into force on January 1, 2019. Management concludes that there are no significant impacts as a result of the adoption of such interpretation.

 

45


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

6.     Significant accounting judgments, estimates and assumptions

Judgments, estimates and assumptions

 

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

The significant assumptions and estimates used in the preparation of the individual and consolidated interim financial information for the three-month period ended March 31, 2019 were the same as those adopted in the individual and consolidated financial statements for the year ended December 31, 2018, except for the adoption of CPC 06 – R2 (IFRS 16) described in Note 5.1.

7.        Cash and cash equivalents

The detailed information on cash and cash equivalents was presented in the annual financial statements for 2018, in note 7.

 

   

 

Parent Company

 

Consolidated

 

Rate

 

03.31.2019

12.31.2018

 

03.31.2019

12.31.2018

   

 

         

 

 

 

 

 

 

 

 

Cash and banks - Brazil

 

 

171

345

 

296

406

Cash and banks - Abroad

(*)

 

80

80

 

80

80

Short-term investments - Brazil

(**)

 

1,343

2,510

 

1,983

3,883

   

 

1,594

2,935

 

2,359

4,369

 

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

 

(**) Short-term investments as March 31, 2019 refer substantially to highly liquid investments accruing  interest corresponding to a weighted average rate of 87.92% (85.78% on December 31, 2018) of the Interbank deposit Certificate ("CDI") and redeemable in terms of less than 90 days as of investment date.

8.        Trade receivables

The detailed information on trade receivables was presented in the annual financial statements for 2018, in note 8.

 

Parent Company

 

Consolidated

 

03.31.2019

12.31.2018

 

03.31.2019

12.31.2018

           

Credit card companies

234

19

 

329

38

Credit card companies - related parties (note 12.2)

201

37

 

218

58

Sales vouchers

74

68

 

155

128

Private label credit card

45

52

 

47

53

Receivables from related parties (note 12.2)

25

39

 

15

15

Receivables from suppliers

43

64

 

66

101

Allowance for doubtful accounts (note 8.1)

(2)

(1)

 

(5)

 (5)

 

620

278

 

825

388

 

 

   

 

 

Current

560

274

 

765

384

Noncurrent

60

4

 

60

4

 

 

 

 

 

 

 

 

 

 

 

 

 

46


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

8.        Trade receivables - Continued

8.1.   Allowance for doubtful accounts

 

Parent Company

 

Consolidated

 

03.31.2019

03.31.2018

 

03.31.2019

03.31.2018

           

At the beginning of the period

(1)

(3)

 

(5)

(6)

Allowance booked for the period

(1)

-

 

(123)

(177)

Write-off of receivables

-

2

 

147

154

Assets held for sale and discontinued operations (note 31)

-

-

 

(24)

25

At the end of the period

(2)

(1)

 

(5)

(4)

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

     

Overdue receivables - Consolidated

 

Total

Not overdue

<30 days

30-60 days

61-90 days

>90 days

             

03.31.2019

830

802

14

2

3

9

12.31.2018

393

362

10

5

5

11

 

9.       Other receivables

The detailed information on cash and cash equivalents was presented in the annual financial statements for 2018, in note 9.

 

 

Parent Company

 

Consolidated

 

03.31.2019

12.31.2018

 

03.31.2019

12.31.2018

   

 

 

 

 

Accounts receivable from insurers

224

213

 

229

213

Receivable from the sale of subsidiaries

86

82

 

86

82

Lease receivable

39

40

 

42

44

Receivable from sale of real estate properties

33

40

 

33

40

Other

53

58

 

62

67

Allowance for doubtful accounts

(14)

(14)

 

(16)

(16)

 

421

419

 

436

430

 

 

   

 

 

Current

292

291

 

307

302

Noncurrent

129

128

 

129

128

 

 

 

 

47


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

9.         Other receivables - Continued

9.1.   Allowance for doubtful accounts

 

 

Parent Company

 

Consolidated

 

03.31.2019

03.31.2018

 

03.31.2019

03.31.2018

 

 

 

 

 

 

At the beginning of the period

(14)

(10)

 

(16)

(12)

Write-off of receivables

-

1

 

5

13

Assets held for sale and discontinued operations (note 31)

-

-

 

(5)

(12)

At the end of the period

(14)

(9)

 

(16)

(11)

 

 

10.     Inventories

The detailed information on inventories was presented in the annual financial statements for 2018, in note 10.

 

 

Parent Company

 

Consolidated

 

03.31.2019

12.31.2018

 

03.31.2019

12.31.2018

           

Stores

2,248

2,206

 

4,162

4,162

Distribution centers

1,263

1,431

 

1,614

1,807

Real estate inventories

-

 -

 

2

5

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

(30)

 (31)

 

(46)

 (65)

 

3,481

3,606

 

5,732

5,909

           

 

10.1. Allowance for losses on inventory obsolescence and damages

 

Parent Company

 

Consolidated

 

03.31.2019

03.31.2018

 

03.31.2019

03.31.2018

At the beginning of the period

(31)

(36)

 

(65)

(73)

Additions

(3)

-

 

(28)

(25)

Write-offs

4

1

 

41

44

Assets held for sale and discontinued operations (note 31)

-

-

 

6

4

At the end of the period

(30)

(35)

 

(46)

(50)

 

 

 

48


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

11.     Recoverable taxes

The detailed information on recoverable taxes was presented in the annual financial statements for 2018, in note 11.

 

 

Parent Company

 

Consolidated

 

03.31.2019

12.31.2018

 

03.31.2019

12.31.2018

State VAT tax credits – ICMS

1,371

1,326

 

2,396

2,335

Provision for non-realization to ICMS (VAT) tax credits

-

-

 

(35)

(28)

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

511

461

 

780

717

Social Security Contribution - INSS

301

295

 

330

328

Income tax and social contribution prepayments

19

38

 

33

52

Other

10

9

 

20

20

Total

2,212

2,129

 

3,524

3,424

 

 

 

 

 

 

Current

331

316

 

648

679

Noncurrent

1,881

1,813

 

2,876

2,745

 

 

 

 

 

 

 

 

11.1.State VAT (ICMS) is expected to be realized as follows (net of provision):

     

In

Parent Company

Consolidated

Up to one year

104

244

From 1 to 2 years

145

390

From 2 to 3 years

149

418

From 3 to 4 years

156

415

From 4 to 5 years

150

218

More than 5 years

667

676

 

1,371

2,361

 

The Group understands that future realization of ICMS tax credits is probable based on a feasibility study, on the expectation of future growth and the expected offset against tax debts from its operations. The projections on the realization of ICMS balances are revised at least annually by the occasion of the annual strategic planning approved by the Company’s Board of Directors. For the quarter ended March 31, 2019, management has implemented monitoring controls over the progress of the plan annually established, assessing and including new elements that contribute to the recoverability of ICMS tax credits, net of provision of R$35, as shown in the table above:

 

 

49


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

12.     Related parties

12.1. Management and Advisory Committees compensation

The expenses related to management compensation (officers appointed pursuant to the Bylaws including members of the Board of Directors and advisory committees) for the three-months period ended March 31, 2019 and 2018, were as follows:

In thousands of Brazilian reais

 

Base salary

 

Variable compensation

 

Stock option plan

 

Total

 

2019

2018

 

2019

2018

 

2019

2018

 

2019

2018

Board of directors (*)

4,612

1,396

 

-

 -

 

-

 -

 

4,612

1,396

Executive officers

8,537

7,722

 

3,344

5,192

 

4,997

 3,203

 

16,878

16,117

Fiscal Council

-

171

 

-

 -

 

-

 -

 

-

171

 

13,149

9,289

 

3,344

5,192

 

4,997

 3,203

 

21,490

17,684

 

(*) Includes the compensation of the Board of Directors’ advisory committees (Human Resources and Compensation, Audit, Finance, Sustainable Development and Corporate Governance).

 

 

 

 

 

50


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

12.     Related parties – Continued

12.2.  Balances and transactions with related parties.

The detailed information on related parties was presented in the annual financial statements for 2018, in note 12.

 

Parent company

 

Balances

 

Transactions

 

Trade receivables

 

Other assets

 

Trade payables

 

Other liabilities

 

Revenues (expenses)

 

2019

2018

 

2019

2018

 

2019

2018

 

2019

2018

 

2019

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Controlling shareholders:

 

   

 

   

 

   

 

   

 

 

Casino

10

10

 

-

-

 

1

2

 

12

1

 

(15)

(15)

Euris

-

-

 

-

-

 

-

-

 

1

-

 

(1)

(1)

Helicco

-

-

 

-

-

 

-

-

 

3

3

 

(3)

-

Subsidiaries:

 

   

 

   

 

   

 

   

 

 

Novasoc Comercial

-

-

 

47

45

 

-

-

 

2

2

 

-

-

Sendas Distribuidora

10

23

 

76

94

 

9

11

 

-

-

 

19

17

SCB Distribuição e Comércio

-

-

 

4

96

 

-

-

 

-

-

 

-

-

Via Varejo

5

6

 

19

16

 

4

11

 

118

105

 

(18)

(21)

James Delivery

-

-

 

3

-

 

-

-

 

-

-

 

-

-

Cnova Brasil

-

-

 

-

-

 

-

-

 

1

-

 

-

1

GPA M&P

-

-

 

2

3

 

-

-

 

13

13

 

-

-

GPA Logística

-

-

 

62

59

 

2

4

 

52

50

 

-

-

Bellamar

-

-

 

1

1

 

-

-

 

-

-

 

-

-

Associates

 

   

 

   

 

   

 

   

 

 

FIC

201

37

 

29

26

 

16

21

 

-

-

 

22

41

Other related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

-

-

 

-

-

 

-

-

 

142

142

 

(11)

12

Others

-

-

 

1

1

 

-

-

 

-

-

 

-

-

Total

226

76

 

244

341

 

32

49

 

344

316

 

(7)

34

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

51


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

12.    Related parties – Continued

12.2. Balances and transactions with related parties – Continued

 

Consolidated

 

Balances

 

Transactions

 

Trade receivables

 

Other assets

 

Trade payables

 

Other liabilities

 

Revenues (expenses)

 

2019

2018

 

2019

2018

 

2019

2018

 

2019

2018

 

2019

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Controlling shareholders

     

 

   

 

   

 

   

 

 

Casino

15

15

 

-

 -

 

1

2

 

13

1

 

(15)

(15)

Euris

-

 -

 

-

 -

 

-

 -

 

1

 -

 

(1)

(1)

Helicco

-

-

 

-

-

 

-

-

 

3

3

 

(3)

-

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FIC

218

58

 

38

33

 

28

31

 

-

 -

 

38

52

Other related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greenyellow do Brasil Energia e Serviços Ltda (Greenyellow)

-

 -

 

-

 -

 

-

 -

 

142

141

 

(11)

(12)

Others

-

 -

 

1

1

 

-

 -

 

-

 -

 

-

-

Total

233

73

 

39

34

 

29

33

 

159

145

 

8

24

                             

 

 

52


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

13.     Investments in subsidiaries and associates

 

The detailed information on investments was presented in the annual financial statements for 2018, in note 13.

13.1.  Breakdown of investments

 

 

Parent Company

 

Sendas

Novasoc

Via Varejo

Bellamar

SCB

Others

Total (*)

 

Balances at 12.31.2018

4,210

1

-

207

75

(224)

4,269

Adjustment related to IFRS 16

(125)

-

-

-

-

(26)

(151)

Balances at 12.31.2018 - restated

4,085

1

-

207

75

(250)

4,118

Share of profit of subsidiaries and associates

159

(1)

34

19

(8)

(45)

158

Dividends and interest on own capital

(50)

-

-

(9)

-

-

(59)

Stock options

2

-

1

-

-

-

3

Capital increase

-

-

-

-

142

-

142

Capital increase with property and equipment

67

-

-

-

-

-

67

Share of other comprehensive income

-

-

-

-

-

2

2

Disposal of interest

-

-

(190)

-

-

(101)

(291)

Assets held for sale and discontinued operations (note 31)

-

-

155

-

-

101

256

Balances at 03.31.2019

4,263

-

-

217

209

(293)

4,396

 

 

 

Parent Company

 

Sendas

Novasoc

Via Varejo

Bellamar

Others

Total (*)

 

Balances at 12.31.2017

3,119

5

-

155

(129)

3,150

Adjustment related to IFRS 16

(102)

-

-

-

(11)

(113)

Balances at 12.31.2017 - restated

3,017

5

-

155

(140)

3,037

Share of profit of subsidiaries and associates

109

(1)

89

11

(50)

158

Stock options

4

-

4

-

1

9

Share of other comprehensive income

-

-

(3)

-

(6)

(9)

Assets held for sale and discontinued operations (note 31)

-

-

(90)

-

-

(90)

Balances at 03.31.2018 - restated

3,130

4

-

166

(195)

3,105

 

(*) Includes the effects of on the provision for losses on investments in associates in Luxco of R$330 on March, 31 2019 (R$261 on March 31, 2018).

 

 

 Consolidated

 

 03.31.2019

 03.31.2018

 

 

Restated

Balances in the beginning of the period

(64)

(39)

Adjustment related to IFRS 16

(26)

(11)

Balances in the beginning of the period – restated

(90)

(50)

Share of profit of associates – Continuing operations

(17)

(36)

Share of profit of associates – Discontinued operations

10

6

Share of other comprehensive income

2

(7)

Dividends and interest on own capital – continuing operations

(9)

-

Dividends and interest on own capital - discontinued operations

(3)

-

Assets held for sale and discontinued operations (note 31)

(7)

(6)

Balances at the end of the period

(114)

(93)

 

 

 

 

 

53


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

14.     Property and equipment

The detailed information on property and equipment was presented in the annual financial statements for 2018, in note 14.

 

 

Parent company

 

Balance at 12.31.2018

Additions

Remeasurement

Depreciation

Write-offs

Transfers

Balance at 03.31.2019

 

Restated

 

 

 

 

 

 

Land

991

-

-

-

-

(26)

965

Buildings

1,179

1

-

(11)

-

(16)

1,153

Leasehold improvements

2,033

2

-

(48)

-

54

2,041

Machinery and equipment

861

12

-

(41)

(20)

40

852

Facilities

275

6

-

(10)

-

-

271

Furniture and fixtures

357

6

-

(15)

(1)

15

362

Construction in progress

115

123

-

-

-

(152)

86

Other

32

4

-

(3)

-

(1)

32

Total

5,843

154

-

(128)

(21)

(86)

5,762

 

 

 

 

 

 

 

 

Lease - right of use:

 

 

 

 

 

 

 

IT equipment

4

-

-

-

-

-

4

Buildings

2,504

-

76

(99)

(19)

-

2,462

 

2,508

-

76

(99)

(19)

-

2,466

Total

8,351

154

76

(227)

(40)

(86)

8,228

               

 

 

 

Parent company

 

Balance at 12.31.2017

Additions

Remeasurement

Depreciation

Write-offs

Transfers

Balance at 03.31.2018

 

Restated

 

 

 

 

 

Restated

Land

1,094

 -

-

 -

 -

7

1,101

Buildings

1,333

1

-

 (12)

 -

 (7)

1,315

Leasehold improvements

2,142

4

-

 (51)

 -

44

2,139

Machinery and equipment

904

1

-

 (43)

 (5)

33

890

Facilities

306

 -

-

 (10)

 -

1

297

Furniture and fixtures

365

1

-

 (15)

 -

19

370

Construction in progress

79

51

-

 -

 -

 (91)

39

Other

41

5

-

 (3)

 -

 (6)

37

Total

6,264

63

-

 (134)

 (5)

 -

6,188

   

 

 

 

 

 

 

Lease - right of use:

 

 

 

 

 

 

 

IT equipment

5

 -

-

 -

 (1)

 -

4

Buildings

2,590

 1

57

(89)

(1)

 -

2,558

 

2,595

1

57

(89)

 (2)

 -

2,562

Total

8,859

64

57

 (223)

 (7)

 -

8,750

 

 

 

 

 

 

 

 

               

 

 

54


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

14.     Property and equipment – Continued

 

Parent Company

 

Balance at 03.31.2019

 

Balance at 12.31.2018

 

Cost

Accumulated depreciation

Net

 

Cost

Accumulated depreciation

Net

 

 

 

 

 

 

Restated

 

Land

965

-

965

 

991

-

991

Buildings

1,879

(726)

1,153

 

1,898

(719)

1,179

Leasehold improvements

3,716

(1,675)

2,041

 

3,666

(1,633)

2,033

Machinery and equipment

2,272

(1,420)

852

 

2,247

(1,386)

861

Facilities

589

(318)

271

 

583

(308)

275

Furniture and fixtures

962

(600)

362

 

945

(588)

357

Construction in progress

86

-

86

 

115

-

115

Other

139

(107)

32

 

136

(104)

32

 

10,608

(4,846)

5,762

 

10,581

(4,738)

5,843

 

 

 

 

 

     

Lease - right of use:

 

 

 

 

     

IT equipment

4,837

(2,375)

2,462

 

4,799

(2,295)

2,504

Buildings

40

(36)

4

 

40

(36)

4

 

4,877

(2,411)

2,466

 

4,839

(2,331)

2,508

Total

15,485

(7,257)

8,228

 

15,420

(7,069)

8,351

 

 

 

Consolidated

 

Balance at 12.31.2018

Additions

Remensura-tion

Depreciation

Write-offs

Transfers

Assets held for sale and discontinued operations (*)

Balance at 03.31.2019

 

Restated

 

 

 

 

 

 

 

 Land

1,366

21

-

-

-

(1)

-

1,386

 Buildings

1,773

28

-

(15)

-

26

-

1,812

 Leasehold improvements

3,843

73

-

(77)

(10)

89

(21)

3,897

 Machinery and equipment

1,308

36

-

(61)

(19)

58

(21)

1,301

 Facilities

501

13

-

(14)

(1)

6

(3)

502

 Furniture and fixtures

595

22

-

(23)

(1)

25

(9)

609

 Construction in progress

176

170

-

-

(1)

(228)

7

124

 Other

59

9

-

(6)

-

5

(3)

64

 Total

9,621

372

-

(196)

(32)

(20)

(50)

9,695

   

 

 

 

 

 

 

 

 Lease - right of use:

 

 

 

 

 

 

 

 

 Equipment

9

-

-

(1)

-

-

-

8

 Buildings

3,490

35

149

(123)

(38)

-

(35)

3,478

 

3,499

35

149

(124)

(38)

-

(35)

3,486

 Total

13,120

407

149

(320)

(70)

(20)

(85)

13,181

                 

 

 

55


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

14.     Property and equipment – Continued

 

 

Consolidated

 

Balance at 12.31.2017

Additi-ons

Remea-surement

Depre-ciation

Write-offs

Transfers

Assets held for sale and discontinued operations (*)

Balance at 03.31.2018

 

Restated

 

 

 

 

 

 

Restated

 Land

1,362

 -

-

 -

 -

7

 -

1,369

 Buildings

1,770

34

-

 (15)

 -

 (7)

 -

1,782

 Leasehold improvements

 

3,492

57

-

 (73)

 (1)

62

 (4)

3,533

 Machinery and equipment

1,262

28

-

 (60)

 (7)

54

 (21)

1,256

 Facilities

487

11

-

 (13)

 (6)

8

 (2)

485

 Furniture and fixtures

540

18

-

 (21)

 -

26

 (7)

556

 Construction in progress

126

106

-

 -

 -

 (149)

 (7)

76

 Other

64

9

-

 (6)

(9)

 (7)

9

60

 Total

9,103

263

-

 (188)

 (23)

 (6)

 (32)

9,117

   

 

 

 

 

 

 

 

Lease - right of use:

 

 

 

 

 

 

 

 

 Equipment

15

 -

-

(1)

 (1)

 -

 -

13

 Buildings

3,435

80

147

(111)

(2)

 -

(61)

3,488

 

3,450

80

147

(112)

 (3)

 -

(61)

3,501

 Total

12,553

343

147

(300)

 (26)

 (6)

(93)

12,618

                 

 

(*) See note 31.

 

 

 

Consolidated

 

Balance at 03.31.2019

 

Balance at 12.31.2018

 

Cost

Accumulated depreciation

Net

 

Cost

Accumulated depreciation

Net

 

 

 

 

 

 

Restated

 

Land

1,386

-

1,386

 

1,366

-

1,366

Buildings

2,636

(824)

1,812

 

2,585

(812)

1,773

Leasehold improvements

5,991

(2,094)

3,897

 

5,868

(2,025)

3,843

Machinery and equipment

3,004

(1,703)

1,301

 

2,957

(1,649)

1,308

Facilities

879

(377)

502

 

865

(364)

501

Furniture and fixtures

1,322

(713)

609

 

1,287

(692)

595

Construction in progress

124

-

124

 

176

-

176

Other

216

(152)

64

 

206

(147)

59

 

15,558

(5,863)

9,695

 

15,310

(5,689)

9,621

 

 

 

 

       

Lease - right of use:

 

 

 

 

     

Equipment

83

(75)

8

 

82

(73)

9

Buildings

6,310

(2,832)

3,478

 

6,218

(2,728)

3,490

 

6,393

(2,907)

3,486

 

6,300

(2,801)

3,499

Total

21,951

(8,770)

13,181

 

21,610

(8,490)

13,120

 

 

56


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

14.   Property and equipment – Continued

14.1.        Capitalized borrowing costs

The consolidated capitalized borrowing costs for the three-months period ended March 31, 2019 were R$4 (R$3 for the three-months period ended March 31, 2018). The rate used to determine the borrowing costs eligible for capitalization was 101.87% of the CDI (101.50% of the CDI for the period ended March 31, 2018), corresponding to the effective interest rate on the Company’s borrowings.

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

 

Parent Company

 

Consolidated

 

03.31.2019

03.31.2018

 

03.31.2019

03.31.2018

 

 

Restated

 

 

Restated

Additions

154

64

 

407

343

Lease

-

(1)

 

(35)

(80)

Capitalized borrowing costs

(1)

(1)

 

(7)

 (3)

Property and equipment financing - Additions

(121)

 (31)

 

(284)

 (170)

Property and equipment financing - Payments

162

 116

 

414

 266

Total

194

147

 

495

356

 

14.3. Other information

On March 31, 2019, the Company and its subsidiaries recorded in the cost of sales the amount of R$32 in the parent company (R$24 on March 31, 2018) and R$37 in consolidated (R$31 on March 31, 2018) related to the depreciation, machinery, buildings and facilities related to the distribution centers.

The Company monitored the plan for impairment test performed on December 31, 2018 and there were no significant discrepancies indicating loss or need to perform a new impairment test on March 31,2019.

15.     Intangible assets

The detailed information on intangible assets was presented in the annual financial statements for 2018, in note 15.

 

Parent Company

 

Balance at 12.31.2018

Additions

Amortization

Transfers

Balance at 03.31.2019

 

Restated

 

 

 

 

 

 

 

 

 

 

Goodwill - retail

542

-

-

-

542

Commercial rights - retail

64

-

-

-

64

Software and implementation

563

18

(22)

21

580

Total

1,169

18

(22)

21

1,186

 

 

 

 

 

 

Lease - right of use:

 

 

 

 

 

Right of use Paes Mendonça (**)

568

-

(9)

-

559

Software

108

-

(9)

-

99

 

676

-

(18)

-

658

Total

1,845

18

(40)

21

1,844

 

 

57


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

15.     Intangible assets – Continued

 

 

Consolidated

 

Balance at 12.31.2018

Addi-tions

Amorti-zation

Write-offs

Transfer

Assets held for sale and discontinued operations (*)

Balance at 03.31.2019

 

Restated

 

 

 

 

 

 

Goodwill - retail

1,148

-

-

-

-

-

1,148

Brands

39

-

-

-

-

-

39

Commercial rights

129

24

-

-

-

-

153

Software

621

71

(24)

(3)

19

(44)

640

Total

1,937

95

(24)

(3)

19

(44)

1,980

   

 

 

 

 

 

 

Lease - right of use:

 

 

 

 

 

 

 

Right of use Paes Mendonça (**)

799

-

(11)

-

-

-

788

Software

110

-

(10)

(1)

-

1

100

 

909

-

(21)

(1)

-

1

888

Total

2,846

95

(45)

(4)

19

(43)

2,868

               

 (*) See note 31.

(**) Related to leases and operations agreements of some stores. The Company has the contractual right to operate these stores for 30 years.

 

In the Parent Company, the balance of accumulated cost on March 31, 2019 is R$3,414 (R$3,377 on December 31, 2018) and of accumulated amortization R$1,570 (R$1,532 on December 31, 2018). In the Consolidated the balance of accumulated cost on March 31, 2019 is R$4,729 (R$4,663 on December 31, 2018) and of accumulated amortization R$1,861 (R$1,817 on December 31, 2018).

 

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

Goodwill and intangible assets were tested for impairment as of December 31, 2018 according to the method described in note 4 - Significant accounting policies, in the financial statements for the year ended  December 31, 2018.

 

The Company monitored the plan used to assess the impairment as of December 31, 2018 and has not observed any significant changes that would indicate the need to perform a new impairment test as of March 31, 2019.

 

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

 

Parent Company

 

Consolidated

 

03.31.2019

03.31.2018

 

03.31.2019

03.31.2018

 

 

 

 

 

 

Additions

18

25

 

95

80

Intangible assets financing - Additions

-

-

 

(22)

-

Intangible assets financing - Payments

-

-

 

47

-

Total

18

25

 

120

80

 

 

 

58


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

16.     Borrowings and financing

 

The detailed information on borrowings and financing was presented in the annual financial statements for 2018, in note 17.

16.1.      Debt breakdown

   

Parent Company

 

Consolidated

 

Weighted average rate

03.31.2019

12.31.2018

 

03.31.2019

12.31.2018

Debentures and promissory note

 

 

 

 

 

 

Debentures and Certificate of Agribusiness Receivables (note 16.4)

101.90% of CDI (i)

4,957

4,146

 

4,957

4,146

 

 

4,957

4,146

 

4,957

4,146

 

 

 

 

 

 

 

Borrowings and financing

 

 

 

 

 

 

Local currency

 

 

 

 

 

 

BNDES

3.91% per year

5

6

 

34

37

Working capital

94.83% of CDI

68

238

 

68

238

Working capital

TR (ii) + 9.80% per year

18

17

 

109

112

Swap contracts (note 16.7)

101.40% of CDI

 11

(2)

 

 1

(11)

Borrowing costs

 

 -

-

 

 (2)

(3)

   

102

259

 

210

373

Foreign currency (note 16.5)

 

 

 

 

 

 

Working capital

USD + 3.33% per year

190

189

 

1,046

843

Working capital

EURO + 0.85% per year

307

-

 

307

-

Swap contracts (note 16.7)

104.58% of CDI

(41)

(33)

 

(81)

(76)

   

456

156

 

1,272

767

Total

 

5,515

4,561

 

6,439

5,286

 

 

 

 

 

 

 

Current assets

 

7

-

 

54

43

Noncurrent assets

 

36

35

 

46

44

Current liabilities

 

1,459

1,306

 

2,342

1,981

Noncurrent liabilities

 

4,099

3,290

 

4,197

3,392

 

(i)   CDI – Certificate of interbank deposit

(ii) TR – Referential rate

 

 

 

 

 

59


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

16.   Borrowings and financing – Continued

16.2.  Changes in borrowings

 

Parent Company

 

Consolidated

At December 31, 2018

4,704

 

5,438

Adjustment IFRS 16

(143)

 

(152)

Restated beginning balance

4,561

 

5,286

Additions - working capital

1,299

 

2,734

Accrued interest

78

 

161

Accrued swap

7

 

9

Mark-to-market

-

 

(1)

Monetary and exchange rate changes

8

 

11

Borrowing costs

2

 

2

Interest paid

(70)

 

(148)

Payments

(369)

 

(1,624)

Swap paid

(1)

 

(4)

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

-

 

13

At March 31, 2019

5,515

 

6,439

 

 

 

 

 

 

 

 

 

Parent Company

 

Consolidated

At December 31, 2017

4,087

 

4,560

Adjustment IFRS 16

(181)

 

(195)

Restated beginning balance

3,906

 

4,365

Additions - working capital

1,213

 

2,633

Accrued interest

67

 

157

Accrued swap

2

 

4

Mark-to-market

 -

 

 (7)

Monetary and exchange rate changes

5

 

5

Borrowing costs

3

 

3

Interest paid

 (41)

 

 (135)

Payments

 (415)

 

 (1,672)

Swap paid

 (53)

 

 (57)

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

 -

 

(5)

At March 31, 2018 - Restated

4,687

 

5,291

 

16.3.    Maturity schedule of noncurrent borrowings and financing

Year

Parent Company

 

Consolidated

 

 

 

 

From 1 to 2 years

2,040

 

2,059

From 2 to 3 years

1,515

 

1,533

From 3 to 4 years

503

 

520

From 4 to 5 years

3

 

14

After 5 years

4

 

29

Subtotal

4,065

 

4,155

 

 

 

 

Borrowing costs

(2)

 

(4)

Total

4,063

 

4,151

 

60


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

16.   Borrowings and financing – Continued

 

16.4.          Debentures, Promissory Note and Certificate of Agribusiness Receivables

 

       

Date

   

Parent Company and Consolidated

 

Type

Issue Amount

Outstanding debentures

(units)

Issue

Maturity

Annual financial charges

Unit price (in reais)

03.31.2019

12.31.2018

                   

13th Issue of Debentures – CBD and CRA

No preference

1,012

1,012,500

12/20/16

12/20/19

97.50% of CDI

1,016

1,029

1,014

14th Issue of Debentures – CBD and CRA

No preference

1,080

1,080,000

04/17/17

04/13/20

96.00% of CDI

1,028

1,110

1,094

15th Issue of Debentures – CBD

No preference

800

800,000

01/17/18

01/15/21

104.75% of CDI

1,013

810

824

16th Issue of Debentures – CBD – 1st serie

No preference

700

700,000

09/11/18

09/10/21

106.00% of CDI

1,004

703

714

16th Issue of Debentures – CBD – 2nd serie

No preference

500

500,000

09/11/18

09/12/22

107.40% of CDI

1,004

502

510

4th Issue of Promissory note - CBD

No preference

800

800

01/10/19

01/09/22

105.75% of CDI

1,014,157

811

-

Borrowing cost

             

(8)

(10)

Parent Company/Consolidated

             

4,957

4,146

 

 

 

 

 

 

 

 

 

 

Current liabilities

             

1,067

1,068

Noncurrent liabilities

             

3,890

3,078

                   

 

 

 

61


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

16.     Borrowings and financing – Continued

16.5. Borrowings in foreign currencies

On March 31, 2019 GPA had loans in foreign currencies (dollar and euro) to strengthen its working capital, maintain its cash strategy, lengthening its debt profile and make investments, being the last due date in September, 2020.

16.6. Guarantees

The Company has signed promissory notes for some loan contracts.

16.7. Swap contracts

The Company use swap transactions for 100% of its borrowings denominated in US dollars, euros and fixed interest rates, exchanging these obligations for Real linked to CDI (floating) interest rates. These contracts have the same debt due date and protect the interest and principal and are signed, with the same economic group. The weighted average annual rate of CDI in March 2019 was 6.34% (8.39% in March 31, 2018).

16.8. Financial covenants

In connection with the debentures and promissory notes and for a portion of borrowings denominated in foreign currencies, GPA is required to maintain certain debt financial covenants. These ratios are quarterly calculated based on consolidated financial statements of the Company prepared in accordance with accounting practices adopted in Brazil, as follows: (i) net debt (debt minus cash and cash equivalents and trade accounts receivable) should not exceed the amount of equity and (ii) consolidated net debt/EBITDA ratio should be lower than or equal to 3.25. At March 31, 2019, GPA was in compliance with these covenants.

16.9. Total Return Swap ("TRS")

The Company sold 50,000,000 shares representing a 3.8% stake in Via Varejo through an auction at B3 on December 27, 2018 for the amount of R$ 218. On December 21, 2018 a contract was signed with a bank foreseeing the sale described and defining a Total Return Swap ("TRS") on the same number of shares. The contract was fully settled during the month of February.

On February 20, 2019, the Board of Directors approved a new TRS agreement authorizing the sale of 40,000,000 (forty million) of shares of Via Varejo held by the Company, corresponding to 3.09%, for the amount of R$200. This auction was made at B3 on February 25, 2019. Although the ownership of the shares was transferred to the Bank, the Group bears the risk on changes to the market value of the shares in future sales made by the bank, which, based on IFRS 9, determines that the shares should not be derecognized.  As of March 31, 2019, the unpaid balance is R$ 69.

 

 

62


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

17.     Financial instruments

The detailed information on financial instruments was presented in the annual financial statements for 2018, in note 18.

 

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

 

 

Parent Company

 

Consolidated

 

Carrying amount

 

Carrying amount

 

03.31.2019

12.31.2018

 

03.31.2019

12.31.2018

 

 

Restated

 

 

Restated

Financial assets:

 

 

 

 

 

Amortized cost

 

 

 

 

 

Related parties - assets

244

341

 

39

34

Trade receivables and other receivables

578

627

 

641

695

Fair value through profit or loss

 

 

 

 

 

    Cash and cash equivalents

1,594

2,935

 

2,359

4,369

    Financial instruments – Fair value hedge

43

35

 

100

87

Fair value through other comprehensive income

 

 

 

 

 

    Trade receivables with credit card companies and sales vouchers

463

70

 

620

123

Financial liabilities:

 

 

 

 

 

Other financial liabilities - amortized cost

 

 

 

 

 

 Related parties -liabilities

(344)

 (316)

 

(159)

(145)

     Trade payables

(3,541)

(5,604)

 

(6,481)

(9,246)

     Financing for purchase of assets

(26)

(68)

 

(47)

(149)

     Debentures

(4,957)

(4,146)

 

(4,957)

(4,146)

     Borrowings and financing

(85)

(244)

 

(43)

(271)

     Lease liability

(3,711)

(3,807)

 

(4,867)

(4,923)

Fair value through profit or loss

 

 

 

 

 

 Loans and financing (Hedge accounting)

(503)

(206)

 

(1,519)

(956)

  Financial instruments – Fair Value Hedge

(13)

-

 

(20)

-

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

 

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

 

(i)       Capital risk management

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

 

 

63


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

17.     Financial instruments - Continued

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

There were no changes as to objectives, policies or processes during the quarter ended on March 31, 2019. The capital structure is presented as follows:

 

 Parent Company

 

 Consolidated

 

03.31.2019

12.31.2018

 

03.31.2019

12.31.2018

 

 

Restated

 

 

Restated

 Cash and cash equivalents

1,594

2,935

 

2,359

4,369

 Financial instruments – Fair value hedge

43

35

 

100

87

 Borrowings and financing

(5,558)

(4,596)

 

(6,539)

(5,373)

 Other liabilities with related parties (*)

(138)

(138)

 

(138)

(138)

Net debt

(4,059)

(1,764)

 

(4,218)

(1,055)

 

 

 

 

 

 

Shareholders’ equity

(10,395)

(10,318)

 

(13,680)

(13,244)

 

 

 

 

 

 

Net debt to equity ratio

39%

17%

 

31%

8%

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

(ii)     Liquidity risk management

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

The table below summarizes the aging profile of the Company’s financial liabilities as of March 31, 2019.

    a) Parent Company

 

Up to 1 Year

1 – 5 years

More than 5 years

Total

 Borrowings and financing

533

215

7

755

 Debentures and promissory note

1,279

4,372

-

5,651

 Derivative financial instruments

10

(37)

-

(27)

 Lease liability

839

3,245

1,512

5,596

 Trade payables

3,541

-

-

3,541

 Total

6,202

7,795

1,519

15,516

 

b) Consolidated   

 

     

 Up to 1 Year

 1 – 5 years

 More than 5 years

 Total

Borrowings and financing

1,446

304

49

1,799

Debentures and promissory note

1,279

4,372

-

5,651

Derivative financial instruments

(35)

(43)

(2)

(80)

Lease liability

1,033

4,007

2,856

7,896

Trade payables

6,481

-

-

6,481

Total

10,204

8,640

2,903

21,747

 

 

64


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

17.     Financial instruments – Continued

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

(iii)            Derivative financial instruments

 

 

 

 Consolidated

 

 

 Notional value

 

 Fair value

 

 

03.31.2019

12.31.2018

 

03.31.2019

12.31.2018

Swap with hedge

 

 

 

 

 

 

Hedge object (debt)

 

1,380

883

 

1,519

955

 

 

 

 

 

 

 

Long position (buy)

 

 

 

 

 

 

 Prefixed rate

TR+9.80% per year

127

127

 

109

112

 US$ + fixed

USD+3.33% per year

953

756

 

1,046

843

 EUR + fixed

EUR+0.85%per year

300

-

 

307

-

 

 

1,380

883

 

1,462

955

Short position (sell)

 

 

 

 

 

 

 

104.34% of CDI

(1,380)

 (883)

 

(1,382)

 (868)

 

 

 

 

 

 

 

Hedge position - asset

 

-

 -

 

100

87

Hedge position - liability

 

-

 -

 

(20)

 -

Net hedge position

 

-

 -

 

80

 87

 

 

Realized and unrealized gains and losses on these contracts during the quarter ended on March 31, 2019 are recorded as financial income (expenses), net and the balance receivable at fair value is R$80 (balance payable of R$87 as of December 31, 2018), recorded in line item “Financial Instruments – Fair Value Hedge” in the assets and “Borrowings and financing” in the liabilities.

The effects of the fair value hedge recorded in the Statement of Operations for the period ended March 31, 2019 were a gain of R$4 (gain of R$42 as of March 31, 2018).

17.2.      Sensitivity analysis of financial instruments

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

 

For the probable scenario, weighted exchange rate was R$4.11 on the due date, and the weighted interest rate weighted was 6.56% per year.

 

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

 

 

65


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

17.   Financial instruments – Continued

17.2.        Sensitivity analysis of financial instruments – Continued

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

 

 

 

 

 

 

 

Market projection

Operations

 

Risk (CDI variation)

 

Balance at 03.31.2019

 

Scenario I

 

Scenario II

 

Scenario III

 

 

 

 

 

 

         

Fair value hedge of fixed rate

 

101.4% of CDI

 

(110)

 

(205)

 

(209)

 

(212)

Fair value hedge of exchange rate

 

104.58% of CDI

 

(1,272)

 

(1,378)

 

(1,381)

 

(1,411)

Debentures

 

105.81% of CDI

 

(2,826)

 

(3,025)

 

(3,075)

 

(3,125)

Debentures (1st issue CRA)

 

97.5% of CDI

 

(1,029)

 

(1,101)

 

(1,119)

 

(1,137)

Debentures (2nd issue CRA)

 

96% of CDI

 

(1,110)

 

(1,188)

 

(1,207)

 

(1,227)

Bank loans

 

94.83% of CDI

 

(67)

 

(72)

 

(73)

 

(74)

Total borrowings and financing exposure

 

 

 

(6,414)

 

(6,969)

 

(7,064)

 

(7,186)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents (*)

 

87.92% of CDI

 

1,983

 

2,111

 

2,143

 

2,175

Net exposure

 

 

 

(4,431)

 

(4,858)

 

(4,921)

 

(5,011)

Net effect - loss

 

 

 

 

 

(427)

 

(490)

 

(580)

 

(*) Weighted average

 

17.3.        Fair value measurements

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

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

 

66


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

17.   Financial instruments – Continued

17.3.        Fair value measurements - Continued

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

 

Carrying amount

Fair value

 

 

03.31.2019

03.31.2019

Level

Financial assets and liabilities

 

 

 

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

620

620

2

Cross-currency interest rate swaps

81

81

2

Interest rate swaps

(1)

(1)

2

Borrowings and financing (FVPL)

(1,519)

(1,519)

2

Borrowings and financing (amortized cost)

(5,000)

(4,992)

2

Total

(5,819)

(5,811)

 

 

There were no changes between the fair value measurements levels in the quarter ended on March 31, 2019.

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

 

67


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

17.   Financial instruments – Continued

17.4.        Consolidated position of derivative transactions

The consolidated position of outstanding derivative financial instruments are presented in the table below:

Outstanding

       

Amount payable or receivable

 

Fair value

Description

Counterparties

Notional value

Contractual date

Maturity

03.31.2019

12.31.2018

 

03.31.2019

12.31.2018

 

 

 

 

 

 

 

 

 

Exchange swaps registered with CETIP

         

 

   

(US$ x CDI)

           

 

   
 

 

 

 

 

 

 

 

 

 

 

 Scotiabank

US$ 50

09/29/2017

09/29/2020

                    38

                     37

 

                   34

                    33

 

 Banco Tokyo

US$ 100

12/12/2017

12/12/2019

                    54

                     52

 

                46

                 42

 

 Bradesco

US$ 70

06/18/2018

06/13/2019

                      3

                       3

 

                     -  

                   1

 

 Scotiabank

US$ 50

01/03/2019

12/27/2019

                     (4)

                       -  

 

                 (6)

                     -  

 

 Itaú BBA

EUR $ 26

03/22/2019

12/02/2019

                      2

                       -  

 

                   3

                     -  

 

 Itaú BBA

EUR $ 44

03/22/2019

12/02/2019

                      4

                       -  

 

                   4

                     -  

         

 

 

 

 

 

Interest rate swap registered with CETIP

 

 

 

 

 

 

(pre-fixed rate x CDI)

     

 

 

 

 

 

 

Itaú BBA

R$ 21

11/11/2014

11/5/2026

1

1

 

2

2

 

Itaú BBA

R$ 54

1/14/2015

1/5/2027

2

3

 

5

5

 

Itaú BBA

R$ 52

5/26/2015

5/5/2027

3

2

 

5

4

 

Santander

R$ 13

02/21/2019

04/18/2019

(13)

-

 

(13)

-

         

90

98

 

80

87

 

 

71

 

68


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

18.      Taxes and contributions payable and taxes payable in installments

The detailed information on taxes and contributions payable and taxes payable in installments was presented in the annual financial statements for 2018, in note 19.

18.1.    Taxes and contributions payable and taxes payable in installments

 

 

Parent Company

 

Consolidated

 

03.31.2019

12.31.2018

 

03.31.2019

12.31.2018

           

Taxes payable in installments - Law 11,941/09

413

432

 

413

432

Taxes payable in installments – PERT

166

169

 

166

169

ICMS

41

62

 

71

88

PIS and COFINS

6

4

 

8

8

Provision for income tax and social contribution

2

26

 

104

115

Withholding income tax

1

1

 

2

2

INSS

1

1

 

3

4

Other

33

12

 

44

23

 

663

707

 

811

841

 

 

 

 

 

 

Current

216

236

 

364

370

Noncurrent

447

471

 

447

471

           

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

 

Parent Company and Consolidated

From 1 to 2 years

76

From 2 to 3 years

102

From 3 to 4 years

84

From 4 to 5 years

78

After 5 years

107

 

447

 

 

 

69


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

19.     Income tax and social contribution

 

19.1. Income tax and social contribution expense reconciliation

 

The detailed information on income tax and social contribution was presented in the annual financial statements for 2018, in note 20.

 

 

Parent Company

 

Consolidated

 

03.31.2019

03.31.2018

 

03.31.2019

03.31.2018

   

Restated

   

Restated

Income before income tax and social contribution

128

135

 

169

107

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

(32)

(34)

 

(63)

(43)

Tax penalties

(3)

(2)

 

(3)

(2)

Share of profit of associates

40

40

 

(2)

(7)

Interest on own capital (*)

48

23

 

48

23

Tax benefits

2

-

 

6

-

Other permanent differences

(5)

(1)

 

(5)

(1)

Effective income tax and social contribution

50

26

 

(19)

(30)

 

 

 

 

 

 

Income tax and social contribution for the period:

 

 

 

 

 

Current

(8)

(4)

 

(109)

(32)

Deferred

58

30

 

90

2

Deferred income tax and social contribution expense

50

26

 

(19)

(30)

Effective rate

-39.06%

-19.26%

 

11.24%

28.04%

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

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

 

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

 

 

70


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

19.     Income tax and social contribution - Continued

19.2.  Breakdown of deferred income tax and social contribution

 

Parent Company

 

03.31.2019

 

12.31.2018

 

Asset

Liability

Net

 

Asset

Liability

Net

 

 

 

 

 

Restated

Tax losses and negative basis of social contribution

173

-

173

 

167

-

167

Provision for risks

237

-

237

 

230

-

230

Goodwill tax amortization

-

(56)

(56)

 

-

(56)

(56)

Mark-to-market adjustment

3

-

3

 

2

-

2

Technological innovation – future realization

-

(9)

(9)

 

-

(10)

(10)

Depreciation of fixed assets as per tax rates

-

(126)

(126)

 

-

(125)

(125)

Unrealized gains with tax credits

-

(93)

(93)

 

-

(88)

(88)

Timing difference on adoption of IFRS 16

226

-

226

 

219

-

219

Other

66

(10)

56

 

60

(8)

52

Deferred income tax and social contribution assets (liabilities)

705

(294)

411

 

678

(287)

391

 

 

 

 

 

 

 

 

Compensation

(294)

294

-

 

(287)

287

-

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

411

-

411

 

391

-

391

 

 

 

 

 

 

 

 

 

 

Consolidated

 

03.31.2019

 

12.31.2018

 

Asset

Liability

Net

 

Asset

Liability

Net

 

 

 

 

 

Restated

Tax losses and negative basis of social contribution

211

-

211

 

198

-

198

Provision for risks

307

-

307

 

292

-

292

Goodwill tax amortization

-

(604)

(604)

 

-

(601)

(601)

Mark-to-market adjustment

-

(1)

(1)

 

-

(1)

(1)

Technological innovation – future realization

-

(9)

(9)

 

-

(10)

(10)

Depreciation of fixed assets as per tax rates

-

(128)

(128)

 

-

(128)

(128)

Unrealized gains with tax credits

-

(206)

(206)

 

-

(222)

(222)

Timing difference on adoption of IFRS 16

300

-

300

 

281

-

281

Other

103

(16)

87

 

112

(14)

98

Deferred income tax and social contribution assets (liabilities)

921

(964)

(43)

 

883

(976)

(93)

 

 

 

 

 

 

 

 

Compensation

(403)

403

-

 

(395)

395

-

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

518

(561)

(43)

 

488

(581)

(93)

 

 

71


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

19.   Income tax and social contribution – Continued

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

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

 

Parent Company

Consolidated

Year

   

Up to one year

264

347

From 1 to 2 years

235

281

From 2 to 3 years

179

222

From 3 to 4 years

27

71

 

705

921

19.3.  Changes in deferred income tax and social contribution

 

Parent Company

 

Consolidated

 

03.31.2019

03.31.2018

 

03.31.2019

03.31.2018

 

 

Restated

 

 

Restated

At the beginning of the period

172

112

 

(374)

(269)

Adjustment related to IFRS 16

219

216

 

281

266

Restated opening balance

391

328

 

(93)

(3)

Expense for the period – continuing operations

58

30

 

90

2

Expense for the period – discontinued operations

-

-

 

(89)

(34)

Income tax related to OCI - continuing operations

3

-

 

3

-

Income tax related to OCI - discontinued operations

-

-

 

16

23

Non-controlling interest transaction (see note 23.4)

(42)

-

 

(42)

-

Assets held for sale and discontinued operations

(see note 31)

-

-

 

73

11

Other

1

-

 

(1)

1

At the end of the period

411

358

 

(43)

-

 

 

72


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

20.   Provision for contingencies

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

20.     

20.1.    Parent Company

 

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Regulatory

Total

Balance at December 31, 2018

84

595

231

62

15

987

 

 

 

 

 

 

 

Additions

29

33

21

9

4

96

Payments

-

(1)

(8)

(4)

(3)

(16)

Reversals

(24)

(6)

(20)

(4)

(4)

(58)

Monetary adjustment

1

6

7

3

1

18

 

 

 

 

 

 

 

Balance at March 31, 2019

90

627

231

66

13

1,027

             

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Regulatory

Total

Balance at December 31, 2017

73

363

274

81

21

812

 

 

 

 

 

 

 

Additions

-

44

27

13

6

90

Payments

-

-

(12)

(4)

(4)

(20)

Reversals

-

(7)

(13)

(14)

(6)

(40)

Monetary adjustment

1

3

8

3

1

16

 

 

 

 

 

 

 

Balance at March 31, 2018

74

403

284

79

18

858

20.2.    Consolidated

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Regulatory

Total

Balance at December 31, 2018

86

742

291

89

27

1,235

 

 

 

 

 

 

 

Additions

29

34

183

60

5

311

Payments

-

(1)

(151)

(34)

(3)

(189)

Reversals

(133)

(10)

(69)

(25)

(6)

(243)

Monetary adjustment

(4)

8

28

7

1

40

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

113

(1)

11

(3)

1

121

 

 

 

 

 

 

 

Balance at March 31, 2019

91

772

293

94

25

1,275

 

 

 

 

 

 

 

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Regulatory

Total

Balance at December 31, 2017

74

563

331

105

34

1,107

 

 

 

 

 

 

 

Additions

3

45

209

67

10

334

Payments

(1)

-

(123)

(24)

(5)

(153)

Reversals

-

(11)

(64)

(49)

(8)

(132)

Monetary adjustment

2

5

28

10

2

47

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

(3)

(2)

(37)

(5)

(1)

(48)

 

 

 

 

 

 

 

Balance at March 31, 2018

75

600

344

104

32

1,155

76

 

73


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

20.   Provision for contingencies - Continued

20.3.  Tax

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

The main provisioned tax claims are as follows:

20.3.1.   PIS and COFINS

Regarding the remainder accrued amount for other discussions related to PIS and COFINS includes challenging of tax offset and other small amounts, as of March 31, 2019 represent R$127, being R$91 of continuing operations and R$36 of discontinued operations (R$234 as of December 31, 2018, being R$86 of continuing operation and R$148 of discontinued operations).

20.3.2.          Tax

After entering in the Special program for installment, remained other tax claims, which according to the analysis of external legal counsel, were accrued by the Company. These refer to: (i) challenge on the non-application of the Accident Prevention Factor - FAP; (ii) challenge on the State Finance Department on the ICMS tax rate calculated on electric energy bills; (iii) undue credit; (iv) non-payment of social security contributions on benefits granted to its employees, as a result of an unfavorable decision before the Court; (v) other minor issues. The amount accrued for these matters as of March 31, 2019 is R$364 of continuing operation (R$341 as of December 31, 2018, being R$340 of continuing operation and R$1 of discontinued operations).

ICMS

The Federal Supreme Court ("STF") on October 16, 2014 decided that ICMS taxpayers that trade products included in the “basic food basket” have no right to fully utilize the ICMS credits. The Company, with the assistance of its legal counsel, decided to record a provision for this matter amounting to R$84 as of March 31, 2019 (R$92 as of December 31, 2018) since this claim was considered a “probable” loss. The amounts accrued represent Management’s best estimate of the probable cash disbursement to settle this claim.

Additionally, there are cases assessed by São Paulo State tax authorities related to the refund of ICMS over tax substitution without proper compliance with accessory tax obligations introduced by CAT Administrative Rule 17. Considering recent court decisions the Company accrued R$233 (R$221 in December 31, 2018) representing the best estimation of probable loss evaluated by management based on documentation evidence aspect of the claims.

20.3.3.          Supplementary Law 110/2001

The Company claims in court the eligibility to not pay the contributions related to the Government Severance Indemnity Fund for Employees (“FGTS”) costs. The accrued amount as of March 31, 2019 is R$92 being R$91 of continuing operation and R$1 of discontinued operations (R$89 of continuing operation as of December 31, 2018 being R$88 of continuing operation and R$1 of discontinued operations).

 

 

74


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

20.   Provision for contingencies – Continued

20.3.   Tax – Continued

20.3.4.          Other contingent tax claims - Via Varejo

It was recorded as a result of the business combination with Via Varejo, as required by CPC 15 (R1)/(IFRS 3). As of March 31, 2019, the balance was R$93 (R$92 as of December 31, 2018). These accrued claims refer to administrative proceedings related to the offset of tax debts against credits from the contribution levied on coffee exports.

20.4. Labor

The Company and its subsidiaries are parties to various labor lawsuits mainly due to termination of employees in the ordinary course of business. At March 31, 2019, the Company recorded a provision of R$982, being R$293 for continuing operations and R$689 for discontinued operations (R$991 as of December 31, 2018, being R$291 for continuing operations and R$700 for discontinued operations). Management, with the assistance of its legal counsel, assessed these claims and recorded a provision for losses when reasonably estimable, based on past experiences in relation to the amounts claimed.

20.5. Civil and others

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

Among these lawsuits, we point out the following:

·     The Company and its subsidiaries are parties to various lawsuits requesting the renewal of rental agreements and the review of the current rent paid. The Company recognizes a provision for the difference between the amount originally paid and the amounts claimed by the adverse party in the lawsuit, when internal and external legal counsel consider that it is probable that the rent amount will be changed by the Company. As of March 31, 2019, the amount accrued for these lawsuits is R$96, being R$55 for continuing operations and R$41 for discontinued operations (R$94 as of December 31, 2018, being R$49 for continuing operations and R$45 for discontinued operations), for which there are no escrow deposits.

·     The Company and its subsidiaries are parties to legal claims related to penalties applied by regulatory agencies, from the Federal, State and Municipal Administrations, among which includes Consumer Protection Agencies (Procon), National Institute of Metrology, Standardization and Industrial Quality (INMETRO) and Municipalities and some lawsuits involving contract terminations with suppliers. Company supported by its legal counsel, assessed these claims, and recorded a provision according to probable cash expending and estimative of loss .On March 31, 2019 the amount of this provision is R$35, being R$25 for continuing operations and R$10 for discontinued operations (R$37 on December 31, 2018, being R$27 for continuing operations and R$10 for discontinued operations).

 

75


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

20.     Provision for contingencies – Continued

 

20.5.         Civil and others - Continued

·     As of March 31, 2019, the amount accrued related to other civil matters is R$119, being R$ 39 for continuing operation R$80 for discontinued operations (R$113 as of December 31, 2018, being R$ 40 for continuing operation R$73 for discontinued operations).

Total civil lawsuits and others as of March 31, 2019 amount to R$250, being R$119 for continuing operations and R$131 for discontinued operations (R$244 as of December 31, 2018, being R$ 116 for continuing operations and R$128 for discontinued operations).

20.6.         Possible contingent liabilities

 

The Company has other litigations which have been analyzed by the legal counsel and considered as possible loss and, therefore, have not been accrued. The possible litigations updated balance is of R$12,356, being R$10,601 for continuing operations and R$1,755 for discontinued operations as of March 31, 2019 (R$12,292 as of December 31, 2018, being R$10,671 for continuing operations and R$1,621 for discontinued operations), and are mainly related to:

·     INSS (Social Security Contribution) – GPA was assessed for non-levy of payroll charges on benefits granted to its employees, among other matters, for which possible loss amounts to R$456, being R$423 for continuing operations and R$33 for discontinued operations as of March 31, 2019 (R$453 as of December 31, 2018, being R$420 for continuing operations and R$33 for discontinued operations). The lawsuits are under administrative and court discussions.

·     IRPJ, withholding income tax - IRRF, CSLL, tax on financial transactions - IOF, withholding income tax on net income – GPA has several assessment notices regarding offsetting proceedings, rules on the deductibility of provisions, payment divergences and overpayments; fine for failure to comply with accessory obligations, among other less significant taxes. Among those claims, there are one tax assessment related to the tax deduction of goodwill in the years of 2012 and 2013, originated by the acquisition of Ponto Frio (goodwill Mandala) accrued in the year of 2009. The restated amount of the assessment notice correspond to R$90 of income tax and social contribution (R$89 at December 31, 2018). The lawsuits await administrative and court ruling. The amount involved is R$1,188, being R$1,031 for continuing operations and R$157 for discontinued operations as of March 31, 2019 (R$1,177 as of December 31, 2018, being R$1,021 for continuing operations and R$156 for discontinued operations).

·     COFINS, PIS and IPI – the Company has been challenged about offsets of IPI credits acquired from third parties with a final and an-appeal over the decision, fine for failure to comply with accessory obligations, disallowance of COFINS and PIS credits on one-phase products (“produtos monofásicos”), among others less significant taxes. These lawsuits await decision at the administrative and court levels. The amount involved in these assessments is R$2,562, being R$1,999 for continuing operations and R$563 for discontinued operations as March 31, 2019 (R$2,430 as of December 31, 2018, being R$1,985 for continuing operations and R$445 for discontinued operations).

 

76


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

20.     Provision for contingencies – Continued

 

20.6.        Other non-accrued contingent liabilities – Continued

 

·        ICMS – GPA received tax assessment notices by the State tax authorities regarding: (i) utilization of electric energy credits; (ii) purchases from suppliers considered not qualified in the State Finance Department registry; (iii) levied on its own operation of merchandise purchase (own ICMS)) – article 271 of ICMS by-law; (iv) resulting from sale of extended warranty, (v) resulting from financed sales; and (vi) among other matters. The total amount of these assessments is R$7,371, being R$6,581 for continuing operations and R$790 for discontinued operations as of March 31, 2019 (R$7,357 as of December 31, 2018, being R$6,582 for continuing operations and R$775 for discontinued operations), which await a final decision at the administrative and court levels.

·     Municipal service tax - ISS, Municipal Real Estate Tax (“IPTU”), rates, and others – these refer to assessments on withholdings of third parties, IPTU payment divergences, fines for failure to comply with accessory obligations, ISS – reimbursement of advertising expenses and sundry taxes, in the amount of R$290 being R$149 for continuing operations and R$141 for discontinued operations as March 31, 2019 (R$290 as of December 31, 2018, being R$150 for continuing operations and R$140 for discontinued operations), which await decision at the administrative and court levels.

·     Other litigations – these refer to administrative proceedings and lawsuits in which the Company claims the renewal of rental agreements and setting of rents according to market values and actions in the civil court, special civil court, Consumer Protection Agency - PROCON (in many States), Institute of Weights and Measure - IPEM, National Institute of Metrology, Standardization and Industrial Quality - INMETRO and National Health Surveillance Agency - ANVISA, among others, amounting to R$489, being R$418 for continuing operations and R$71 for discontinued operations as March 31, 2019 (R$585 as of December 31, 2018, being R$513 for continuing operations and R$72 discontinued operations).

The Company has litigations related to challenges by tax authorities on the income tax payment, for which, based on management and legal assessment, the Company has the right of indemnization from its former and current shareholders, related to years from 2007 to 2013, under allegation that had improper deduction of goodwill amortizations. These assessments amount R$1,374 on March 31, 2019 (R$1,317 on December 31, 2018).

The Company engages external legal counsel to represent it in the tax assessments, whose fees are contingent upon a percentage to be applied to the amount of success in the final outcome of these lawsuits. This percentage may vary according to qualitative and quantitative factors of each claim, and as of March 31, 2019 the estimated amount, in case of success in all lawsuits, is approximately R$207, being R$183 for continuing operations and R$24 for discontinued operations (R$209 as of December 31, 2018, being R$186 for continuing operations and R$23 for discontinued operations).

 

77


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

20.     Provision for contingencies – Continued

20.7.     Restricted deposits for legal proceedings

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

 

Parent Company

 

Consolidated

 

03.31.2019

12.31.2018

 

03.31.2019

12.31.2018

Tax

173

168

 

242

237

Labor

423

417

 

468

463

Civil and other

24

24

 

34

34

Regulatory

14

15

 

41

42

Total

634

624

 

785

776

20.8.   Guarantees

Lawsuits

Property and equipment

 

Letter of Guarantee

 

Total

 

03.31.2019

12.31.2018

 

03.31.2019

12.31.2018

 

03.31.2019

12.31.2018

 

 

 

 

 

 

 

 

 

Tax

839

838

 

9,221

9,033

 

10,060

9,871

Labor

3

3

 

240

190

 

243

193

Civil and other

9

9

 

255

252

 

264

261

Regulatory

3

3

 

185

181

 

188

184

Total

854

853

 

9,901

9,656

 

10,755

10,509

 

The cost of letter of guarantees is approximately 0.66% per year of the amount of the lawsuits and is recorded as expense.

 

20.9.  Deduction of ICMS from the calculation basis for PIS and COFINS

 

Since the adoption of the non cumulative regime to calculate PIS and COFINS, the Group has challenged the right to deduct ICMS taxes from the calculation basis for PIS and COFINS. On March 15, 2017, the Supreme Court ruled that ICMS should be excluded from the calculation basis of PIS and COFINS. As a result of this ruling, in 2017, the Group reversed a provision of R$117 based on the court decision and the legal opinion of its external counsel.

Since the decision of the Federal Supreme Court (“FSC”) on March 15, 2017, the procedural steps were within the anticipated by the Group’s legal advisors without any change in management's judgment regarding periods prior to March 15, 2017, although a final decision is expected in relation to the appeal filed by the prosecution. The Group and its external legal counsel believe that the decision related to the definitive application of the sentence will not limit the right on a legal claim as proposed by the Group, nevertheless, the elements of the process still pending of decision do not allow the recognition of the asset related to the credits to be measured since the Group started the claim in 2003. The Group estimates that it will be able to use tax credits for an amount of R$1,400.

As disclosed in Via Varejo’s financial statements as of December 31, 2018, the tax credits for this subsidiary, classified as discontinued operations, were estimated approximately R$1,365, being R$910 of discontinued operations and R$455 of continuing operations, attributed to the Group due to an agreement between shareholders and the Group.

 

78


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

20.    Provision for contingencies – Continued

20.10.     Arbitration Península

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

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

The Proceeding refers to certain terms and conditions of the Agreements and does not affect the continuity of the leasing of the stores, which are contractually assured. The amounts on which the Company is exposed can not be determined with reasonable certainty based on the current stage of the arbitral process. Management assessed the arbitration as possible loss, based on the opinion provided by the external legal counsel.

21.   Lease liability

21.1.  Leasing obligations

 

Lease liability amounted to R$4,867 as of March 31, 2019 (R$4,923 as of December 31, 2018), as shown in the table below:

 

 

Parent Company

 

Consolidated

 

03.31.2019

12.31.2018

 

03.31.2019

12.31.2018

 

 

Restated

 

 

Restated

Lease liability –minimum rental payments:

 

 

 

 

 

Up to 1 year

415

404

 

481

465

1 - 5 years

1,934

1,964

 

2,220

2,245

Over 5 years

1,362

1,439

 

2,166

2,213

Present value of lease agreements

3,711

3,807

 

4,867

4,923

Future financing charges

1,885

2,052

 

3,029

3,208

Future value of lease agreements

5,596

5,859

 

7,896

8,131

 

The interest expense on lease liability is presented in note 27. The incremental interest rate of the Company and its subsidiaries at the date of signing of the agreements was 13.14% in the quarter ended March 31, 2019 (13.54% as of March 31, 2018).

 

79


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

21.   Leasing transactions - Continued

21.2.  Movement of leasing liability

 

 

Parent Company

 

Consolidated

At December 31, 2018

3,807

 

4,923

Additions

                     -

 

              35

Remeasurement

76

 

149

Accrued interest

116

 

 244

Payments

 (264)

 

 (537)

Anticipated lease contract closure

(24)

 

(47)

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

                              -

 

 100

At March 31, 2019

3,711

 

4,867

 

 

 

 

Current

415

 

481

Noncurrent

3,296

 

4,386

 

 

 

 

 

Parent Company

 

Consolidated

At December 31, 2017

 3,769

 

4,735

Additions

1

 

80

Remeasurement

58

 

145

Accrued interest

122

 

254

Payments

(246)

 

(515)

Anticipated lease contract closure

(3)

 

(5)

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

 -

 

64

At March 31, 2018

3,701

 

4,758

 

 

 

 

Current

362

 

433

Noncurrent

3,339

 

4,325

 

21.3.   Lease expense on variable rents, low value assets and short-term agreements

 

 

Parent Company

 

Consolidated

 

03.31.2019

03.31.2018

 

03.31.2019

03.31.2018

Expenses (income) for the period:

 

Restated

 

 

Restated

Variable (0.1% to 4.5% of sales)

1

2

 

10

5

Sublease rentals (*)

(46)

(41)

 

(55)

(50)

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

 

 

80


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

22.    Deferred revenue

The Company receives amounts from business partners on exclusivity in the intermediation of additional or extended warranty services, and the subsidiary Sendas receives amounts for the rental of back lights for exhibition of products from its suppliers.

The detailed information on deferred revenue was presented in the annual financial statements for 2018, in note 23.

 

 

Parent Company

 

Consolidated

 

03.31.2019

12.31.2018

 

03.31.2019

12.31.2018

           

Deferred revenue in relation to sale of real estate property

16

16

 

16

16

Back lights

-

-

 

102

134

Additional or extended warranties

18

19

 

18

19

Services rendering agreement - Allpark

11

11

 

11

11

Revenue from credit card companies

44

44

 

44

44

Others

7

9

 

40

39

 

96

99

 

231

263

Current

 

 

 

 

 

Noncurrent

82

89

 

213

250

 

14

10

 

18

13

 

23.   Shareholders’ equity

The detailed information on shareholders’ equity was presented in the annual financial statements for 2018, in note 24.

 

23.1. Capital stock

The subscribed and paid-up capital as of March 31, 2019 is represented by 266,854 (266,845 as of December 31, 2018) thousands of registered shares with no par value, of which 99,680 thousands of common shares (99,680 as of December 31, 2018) and 167,174 thousands of preferred shares (166,165 as of December 31, 2018).

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

At the Board of Directors’ Meetings held on February 20, 2019, it was approved a capital increase of R$0,2 (R$3 on December 31, 2018) through the issuance of 8 thousands preferred shares (265 thousands of preferred shares on December 31,2018). On March 31, 2019, the capital stock is R$ 6,825 (R$ 6,825 on December 31, 2018).

 

81


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

23.   Shareholders’ equity – Continued

23.2.        Stock option plan for preferred shares

 

 

 

 

 

03.31.2019

     

 

 

Number of options (in thousands)

Series granted

Grant date

1st date of exercise

Expiration date

Exercise price at the grant date

 

Granted

Exercised

Cancelled

Total in effect

Series B3

05/30/16

05/30/19

11/30/19

0.01

823

(283)

(74)

 466

Series C3

05/30/16

05/30/19

11/30/19

37.21

823

(275)

(109)

439

Series B4

05/31/17

05/31/20

11/30/20

0.01

537

(160)

(43)

334

Series C4

05/31/17

05/31/20

11/30/20

56.78

537

(159)

(44)

334

Series B3 -Tranche2

04/27/18

05/30/19

11/30/19

0.01

95

-

         -

95

Series C3 -Tranche2

04/27/18

05/30/19

11/30/19

56.83

95

-

-

95

Series B5

05/31/18

05/31/21

11/30/21

0.01

499

(3)

(6)

490

Series C5

05/31/18

05/31/21

11/30/21

62.61

499

(3)

(6)

490

 

 

 

 

 

3,908

(883)

(282)

2,743

                 

 

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

 

 

Options

Weighted average of exercise price

Weighted average of remaining contractual term

 

in thousands

R$

 

At December 31, 2018

2,755

26.03

1.37

 

 

 

 

Cancelled during the period

(2)

35.24

 

Exercised during the period

(10)

24.07

 

Outstanding at the end of the period

2,743

26.04

1.13

At March 31, 2018

2,743

26.04

1.13

 

The weighted average of the provided options fair value at March,31 2019 were R$45.81 (R$45.24 at the December 31, 2018).

 

The recorded amounts at the Parent Company and Consolidated’s statement of operations at the March 31, 2019 were R$7 (R$4 at the March 31, 2018).

 

23.3.        Foreign exchange variation of investment abroad

Cumulative effect of exchange gains and losses on the translation of assets, liabilities and profit (loss) of Euros to Brazilian reais, corresponding to the investment in subsidiary Cnova N.V.. The effect in the Parent Company was R$1 (R$24 at the December 31, 2018).

23.4.        Non-Controlling shareholder transactions

As described in note 31.1, the Company sold through two transactions of TRS 6.1% of the participation in Via Varejo, from 43.23% on December 31, 2018 to 37.13% on March 31, 2019. The transaction resulted in a gain of R$ 53 after income tax fully recorded in shareholders' equity as it was treated in transactions with non-controlling shareholders, without change in the Company's control. The result is preliminary and subject to stock price variation until the full settlement of the second Total Return Swap (See note 16.9).

 

 

82


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

23.   Shareholders’ equity – Continued

 

23.4.        Non-Controlling shareholder transactions - Continued

 

Net value received

 

(386)

Investment cost – 6.1%

 

291

Gain on disposal

 

(95)

Income tax

 

42

Net gain

 

(53)

 

24.     Net operating revenue  

 

Parent Company

 

Consolidated

 

03.31.2019

03.31.2018

 

03.31.2019

03.31.2018

Gross sales

         

Goods

6,729

6,760

 

13,790

12,307

Services rendered

88

88

 

99

98

Sales returns and cancellations

(48)

(95)

 

(61)

(105)

 

6,769

6,753

 

13,828

12,300

 

 

 

 

 

 

Taxes on sales

(533)

(515)

 

(1,119)

(957)

 

 

 

 

 

 

Net operating revenues

6,236

6,238

 

12,709

11,343

 

25.     Expenses by nature      

 

Parent Company

 

Consolidated

 

03.31.2019

03.31.2018

 

03.31.2019

03.31.2018

   

Restated

   

Restated

 

 

 

 

 

 

Cost of inventories

(4,120)

(4,155)

 

(9,515)

(8,412)

Personnel expenses

(806)

(804)

 

(1,208)

(1,123)

Outsourced services

(136)

(126)

 

(185)

(161)

Functional expenses

(278)

(301)

 

(411)

(402)

Selling expenses

(227)

(218)

 

(315)

(290)

Other expenses

(178)

(156)

 

(220)

(192)

 

(5,745)

(5,760)

 

(11,854)

(10,580)

 

 

 

 

 

 

Cost of sales

(4,432)

(4,466)

 

(9,913)

(8,783)

Selling expenses

(1,128)

(1,118)

 

(1,672)

(1,558)

General and administrative expenses

(185)

(176)

 

(269)

(239)

 

(5,745)

(5,760)

 

(11,854)

(10,580)

 

 

83


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

26.    Other operating expenses, net

 

 

Parent Company

 

Consolidated

 

03.31.2019

03.31.2018

 

03.31.2019

03.31.2018

 

 

Restated

 

 

Restated

   

 

 

 

 

Tax installments and other tax risks

(22)

(19)

 

(20)

(21)

Restructuring expenses

(13)

(16)

 

(13)

(16)

Losses on disposals of fixed assets

(15)

(4)

 

(18)

(5)

Total

(50)

(39)

 

(51)

(42)

 

27.       Financial income (expenses), net

 

 

Parent Company

 

Consolidated

 

03.31.2019

03.31.2018

 

03.31.2019

03.31.2018

 

 

Restated

 

 

Restated

Finance expenses:

 

 

 

 

 

Cost of debt

(84)

(89)

 

(96)

(98)

Cost of discounting receivables

(18)

(25)

 

(29)

(35)

Monetary restatement loss

(30)

(22)

 

(31)

(17)

Interest on lease liability

(113)

(113)

 

(147)

(142)

Other finance expenses

(15)

(16)

 

(22)

(22)

Total financial expenses

(260)

(265)

 

(325)

(314)

 

 

 

 

 

 

Financial income:

 

 

 

 

 

Income from short term investments

3

4

 

4

5

Monetary restatement gain

19

23

 

28

30

Other financial income

2

6

 

4

5

Total financial income

24

33

 

36

40

 

 

 

 

 

 

Total

(236)

(232)

 

(289)

(274)

The gains or losses on derivative financial instruments are recorded as cost of debt and disclosed in Note 17.

 

84


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

27.     Earnings per share

The information on earnings per share was presented in the annual financial statements for 2018, in note 29.

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

 

 

03.31.2019

 

03.31.2018

 

Preferred

Common

Total

 

Preferred

Common

Total

 

 

 

 

 

Restated

Basic numerator

             

Net income allocated to common and preferred shares - continuing operations

96

52

148

 

50

27

77

Net income allocated to common and preferred shares - discontinued operations

5

2

7

 

47

26

73

Net income allocated to common and preferred shares

101

54

155

 

97

53

150

 

 

 

 

 

 

 

 

Basic denominator (millions of shares)

 

 

 

 

 

 

 

Weighted average of shares

167

100

267

 

167

100

267

 

 

 

 

 

 

 

 

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

0,57464

0,52240

 

 

0,29928

0,27207

 

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

0,02718

0,02471

 

 

0,28373

0,25793

 

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

0,60181

0,54710

 

 

0,58300

0,53000

 

 

 

 

 

 

 

 

 

Diluted numerator

 

 

 

 

 

 

 

Net income allocated to common and preferred shares - continuing operations

96

52

148

 

50

27

77

Net income allocated to common and preferred shares - discontinued operations

5

2

7

 

47

26

73

Net income allocated to common and preferred shares

101

54

155

 

97

53

150

 

 

 

 

 

 

 

 

Diluted denominator

 

 

 

 

 

 

 

Weighted average of shares  (in millions)

167

100

267

 

167

100

267

Stock options

1

-

1

 

1

-

1

Diluted weighted average of shares (millions)

168

100

268

 

168

100

268

 

 

 

 

 

 

 

 

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

0,57071

0,52274

 

 

0,29763

0,27120

 

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

0,02699

0,02505

 

 

0,28217

0,25707

 

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

0,59771

0,54778

 

 

0,57980

0,52827

 

       

 

85


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

29.     Segment information

The information about segments was presented in the annual financial statements of 2018, in note 30 Management considers the following segments:

 

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

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

Home appliances and e-commerce segments are presented as discontinued operations at the March 31, 2019 and 2018 (as per note 31) and kept in this note for the purposes of reconciliation with consolidated interim financial information.

Information on the Company’s segments as of March 31, 2019 is included in the table below:

 

 

86


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

29.       Segment information – Continued

 

Description

Food Retail (*)

 

Cash & Carry

 

Assets held for sale and discontinued operations (**)

 

Subtotal

 

Eliminations/ Others(***)

 

Total

 

2019

2018

 

2019

2018

 

2019

2018

 

2019

2018

 

2019

2018

 

2019

2018

 

 

Restated

 

 

Restated

 

 

Restated

 

 

Restated

 

 

Restated

 

 

Restated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues

          6,382

     6,285

 

6,327

5,058

 

-

-

 

12,709

11,343

 

-

-

 

12,709

11,343

Gross profit

        1,826

     1,781

 

970

779

 

 -

 -

 

2,796

2,560

 

-

-

 

2,796

2,560

Depreciation and amortization

         (239)

       (231)

 

 (90)

 (73)

 

 -

 -

 

 (329)

 (304)

 

 -

 -

 

(329)

(304)

Share of profit of subsidiaries and associates

 21

           11

 

 -

 -

 

 -

 -

 

21

11

 

 (38)

 (47)

 

(17)

(36)

Operating income

            215

         223

 

283

205

 

 -

 -

 

498

428

 

 (40)

 (47)

 

458

381

Net financial expenses

         (242)

       (234)

 

 (47)

 (40)

 

 -

 -

 

 (289)

 (274)

 

 -

 -

 

(289)

(274)

Profit(loss) before income tax and social contribution

            (27)

         (11)

 

236

165

 

 -

 -

 

209

154

 

 (40)

 (47)

 

169

107

Income tax and social contribution

              58

          26

 

 (77)

 (56)

 

 -

 -

 

 (19)

 (30)

 

 -

 -

 

(19)

(30)

Net income (loss) for continuing operations

               31

          15

 

159

109

 

 -

 -

 

190

124

 

 (40)

 (47)

 

150

77

Net income (loss) for discontinued operations

                 (23)

             (11)

 

 -

 -

 

92

201

 

69

190

 

 -

 -

 

69

190

Profit (loss) of year end

                     8

                     4

 

159

109

 

92

201

 

259

314

 

 (40)

 (47)

 

219

267

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

  6,626

     7,682

 

3,583

4,196

 

26,869

29,144

 

37,078

41,022

 

(159)

 (163)

 

36,919

40,859

Noncurrent assets

        14,455

   14,384

 

6,319

6,057

 

 -

 -

 

20,774

20,441

 

 (21)

 (16)

 

20,753

20,425

Current liabilities

          6,839

      8,499

 

4,508

5,294

 

21,557

23,934

 

32,904

37,727

 

(180)

 (179)

 

32,724

37,548

Noncurrent liabilities

          9,764

      8,999

 

1,504

1,493

 

 -

 -

 

11,268

10,492

 

-

 -

 

11,268

10,492

Shareholders' equity

          4,478

     4,568

 

3,890

3,466

 

5,312

5,210

 

13,680

13,244

 

 -

 -

 

13,680

13,244

 

(*) Food retail includes GPA Malls & Properties and Comprebem.

(**) See note 31.

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

 

87


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

29.     Segment information – Continued

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

 

03.31.2019

 

03.31.2018

Assaí

6,327

 

5,058

Extra

3,703

 

3,805

Pão de Açúcar

1,671

 

1,614

Proximidade

272

 

265

Other business

736

 

601

Total net operating revenue

12,709

 

11,343

30.    Non cash transactions

During the quarter ended at March 31, 2019 and 2018 the Company had the following non-cash transactions:

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

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

·      Deferred income tax as per note 19;

·      Additions of provisions for contingencies as per note 20;

31.   Non current assets held for sale and discontinued operations

The detailed information about assets held for sale and discontinued operations were presented in the annual financial statements of 2018, in note 32.

 

Composition: 

 

03.31.2019

 

12.31.2018

     

 

Restated

 

 

 

 

 

Net assets Via Varejo (see note 31.1)

 

26,712

 

28,990

Property/lands held for sale CBD

 

30

 

30

Total

 

26,742

 

29,020

         

 

On September 29, 2018 the Company entered into a contract for the sale of a land for R$115,  which was not recognized under IFRS 15 due to the contractual characteristics of long-term payment and transfer of legal title at a future date.

 

88


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

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

31.1.        Ongoing transaction to dispose of Via Varejo subsidiary

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

Throughout 2017 and 2018 the Group actively sought to sell such interest to potential strategic investors, however, the sale was not completed until December 31, 2018 due to external factors beyond the Group's control including, among others, certain events occurred in these years that impacted the macroeconomic scenario and political instability that brought market volatility and impacted the perception of potential investors regarding the recovery of the Brazilian economy In December 2018, the Company’s Board of Directors authorized our management to actively pursue selling our remaining equity interest in Via Varejo to a strategic investor or through operations available in capital markets in order to complete the full divesture in Via Varejo by December 2019.

Within this new context, in the same meeting, the Board of Directors authorized the sale of 50,000,000 common shares of Via Varejo, corresponding to 3.86% of its share capital, through a TRS (Total Return Swap) with a leading bank (note 17.10), whereby such shares were sold in daily operations conducted by the bank.  On February 20, 2019, the Board of Directors approved a new TRS agreement, authorizing the sale of 40.000.000 (forty millions) ordinary shares of Via Varejo held by the Company, corresponding to 3.09% of the share capital of Via Varejo. This sale was carried out on the B3 on February 25, 2019. The operation does not imply changing of the control or in the administrative structure of Via Varejo. As a result of these transactions, our interest in Via Varejo decreased from 559,521,085 common shares to 469,521,085 common shares, corresponding to 36.27% of Via Varejo’s capital stock. The new TRS agreement entered into in February 2019 were fully settled during the month of April 2019.

Accordingly, among other requirements of IFRS 5, as the sale of the Group's investment in Via Varejo in 2019 is highly probable, the subsidiary's operations are presented as discontinued operations as required in IFRS 5. The disclosure of the net income of Via Varejo is included in a single line in the statement of operations after taxes and the balances of assets and liabilities as held for sale and discontinued operations.

Statement of value added on March 31, 2019 and 2018 also discloses the discontinued operations as a single line, nevertheless, for cash flows there were no effects as per IFRS 5 being disclosed at this note the effect of discontinued operations. Non current assets and liabilities held for sale on March 31, 2019 were R$26,742 (R$29,020 on December 31, 2018) and R$21,499 (R$23,876 on December 31, 2018), respectively. The net effects on discontinued operations were a net income of R$69 in 2019 (R$190 at March 31, 2018).

Via Varejo shares are listed on B3 under ticker symbol “VVAR3, whose consolidated financial statements can be found on the investor relations website (www.ri.viavarejo.com.br). See below the summary of the consolidated statement of operations, balance sheet and cash flow statements of Via Varejo before the eliminations, including effects of the purchase price allocation of Globex and Casa Bahia acquisition.

 

 

89


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

 

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

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

Balance sheet (*):

 

03.31.2019

 

12.31.2018

 

 

 

Restated

Assets

 

 

 

Current

 

 

 

Cash and cash equivalents

1,296

 

3,711

Trade receivables, net (i)

3,913

 

3,768

Inventories, net

4,695

 

4,773

Recoverable taxes

934

 

1,060

Other current assets

181

 

100

Total current assets

11,019

 

13,412

 

 

 

 

Noncurrent

 

 

 

Trade receivables, net

224

 

217

Recoverable taxes

2,570

 

2,519

Other accounts receivable, net

990

 

984

Deferred income tax and social contribution

298

 

386

Related parties

330

 

322

Investment properties

114

 

108

Property and equipment, net

6,656

 

6,571

Intangible assets, net

4,668

 

4,625

Total noncurrent assets

15,850

 

15,732

Total assets

26,869

 

29,144

 

90


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

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

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

Balance sheet (*):

 

 

03.31.2019

 

12.31.2018

 

 

 

 

Restated

Liabilities

 

 

 

 

Current

 

 

 

 

Trade payable, net

 

6,608

 

8,652

Structured payable program

 

506

 

421

Borrowings and financing (i)

 

3,975

 

3,357

Leasing liability

 

933

 

952

Related parties

 

157

 

159

Other current liabilities (ii)

 

2,097

 

2,192

Total current liabilities

 

14,276

 

15,733

                        

 

 

 

 

Noncurrent

 

 

 

 

Borrowings and financing (i)

 

343

 

966

Leasing liability

 

3,593

 

3,681

Deferred income tax and social contribution

 

839

 

840

Other noncurrent liabilities (ii)

 

2,506

 

2,713

Total noncurrent liabilities

 

7,281

 

8,200

Shareholders’ equity

 

5,312

 

5,211

Total liabilities and shareholders’ equity

 

26,869

 

29,144

 

(*) Before intercompany eliminations with GPA in the amount R$157 of assets and R$58 of liabilities. In the total balance held for sale of the balance sheet as of March 31, 2019, R$30 refers to the reclassification of a CBD land available for sale.

(i) Includes financed sales through CDCI, whose value on March 31, 2019 is R$ 2,304 in assets (R$ 2,297 at December 31, 2018) and R$ 3,401 in liabilities (R$ 3,400 on December 31, 2018).

(ii) Includes balance of R$1,923 on March 31, 2019 (R$2,006 on December 31, 2018) of deferred revenue related to the advance received from Zurich Seguros (extended warranty and insurance) and from Bradesco (cards transactions and banking correspondent).

Parent Company’s effects

Note

03.31.2019

12.31.2018

 

 

 

Restated

 

 

 

 

Reclassification of investment as asset held for sale

13.1

1,602

1,858

Reclassification of goodwill as asset held for sale

15

179

179

Assets held for sale and discontinued operations

1,781

2,037

 

 

91


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

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

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

Statement of operations (*)

03.31.2019

 

03.31.2018

     

Restated

 

 

 

 

Net operating revenue

6,330

 

6,684

Cost of sales

 (4,534)

 

 (4,437)

Gross profit

1,796

 

2,247

Operating income (expenses)

 

 

 

Selling, general and administrative expenses

(1,286)

 

 (1,646)

Share of profit of associates

10

 

6

Other operating expenses, net

 (75)

 

 (15)

 

 (1,351)

 

 (1,655)

Profit from operations before net financial result

445

 

592

 

 

 

 

Financial expenses, net

 (260)

 

 (255)

Income (loss) before income tax and social contribution

185

 

337

 

 

 

 

Income tax and social contribution

 (87)

 

 (131)

 

 

 

 

Net income (loss) for the period

98

 

206

Attributed to:

 

 

 

Controlling shareholders

37

 

85

Non-controlling shareholders

61

 

121

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

 

Description

03.31.2019

03.31.2018

Net operating revenue

 (8)

 (10)

Cost of sales

 (4)

 (2)

Selling costs

1

 1

General and administrative expenses

(1)

 1

Financial result, net

4

2

Income tax and social contribution

2

2

Total

 (6)

 (6)

 

 

 

Additionally a reclassification was made of incurred costs on Parent Company basically related to indemnity costs of contingences from prior periods to acquisition, paid to Via Varejo. According to IFRS 5, these costs were reclassified to discontinued operations in the amount of R$23 as of March 31, 2019 (R$11 as of March 31, 2018).

Cash flow

 

03.31.2019

 

03.31.2018

Cash flow provided by (used in) operating activities

 

(1,935)

 

 (2,543)

Net cash provided by (used in) investing activities

(167)

 

(117)

Net cash provided by (used in) financing activities

 

 (313)

 

 (295)

Cash variation in the period

 

(2,415)

 

 (2,955)

 

 

92


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2019

(In millions of Brazilian reais, unless otherwise stated)

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

31.2.    Fair Value Via Varejo

In accordance with IFRS 5 the Via Varejo investment should be recognized considering the lower of the book value of the net assets and the fair value less cost to sell.

The Company determined that the fair value less cost to sell is higher than the carrying amount of the net assets held for sale, considering the recent average stock price of Via Varejo at the date and subsequent to the date of the interim financial statements.

 

93


 
 

Other information deemed as relevant by the Company        

Shareholding at 03.31.2019

 

 

 

 

 

 

 

             

SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (Publicly-held company)

Shareholding at 03/31/2019
(In units)

Shareholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

Wilkes Participações S/A

                  94,019,178

94.32%

0

0.00%

94,019,178

35.23%

Jean-Charles Naouri

0

0.00%

1

0.00%

1

0.00%

Geant International BV

0

0.00%

9,423,742

5.64%

9,423,742

3.53%

Segisor

                    5,600,050

5.62%

0

0.00%

5,600,050

2.10%

Casino Guichard Perrachon

                                1

0.00%

0

0.00%

1

0.00%

Almacenes Éxito S.A.

                                1

0.00%

0

0.00%

1

0.00%

King LLC

0

0.00%

852,000

0.51%

852,000

0.32%

Helicco Participações Ltda.

0

0.00%

581,600

0.35%

581,600

0.22%

Carmignac Gestion

0

0.00%

13,374,888

8.00%

13,374,888

5.01%

Brandes Investment Partners, LP

0

0.00%

6,903,029

4.13%

6,903,029

2.59%

Conselho de Administração

0

0.00%

501,023

0.30%

501,023

0.19%

Diretoria

0

0.00%

39,755

0.02%

39,755

0.01%

Em Tesouraria

0

0.00%

232,586

0.14%

232,586

0.09%

Outros

                        60,621

0.06%

133,265,107

80.91%

135,325,728

50.71%

TOTAL

                  99,679,851

100.00%

           167,173,731

100.00%

266,853,582

100.00%

(*) Foreign Company

           

 

 

CORPORATE’S CAPITAL STOCK DISTRIBUTION (COMPANY’S SHAREHOLDER)

WILKES PARTICIPAÇÕES S.A

Shareholding
(In units)

Shareholder/Quotaholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

CASINO GUICHARD PERRACHON *

                                1

0.00%

0

0.00%

1

0.00%

SEGISOR*

                   223,698,566

100.00%

0

0.00%

223,698,566

100.00%

Almacenes Éxito S.A. *

                                1

0.00%

0

0.00%

                                    1

0.00%

Treasury Shares

0

0.00%

0

0.00%

0

0.00%

TOTAL

223,698,568

100.00%

0

0.00%

                    223,698,568

100.00%

(*) Foreign Company

           

 

 

94


 
 

Other information deemed as relevant by the Company

 

SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES

                                                                                   SEGISOR

 

 

Shareholding
(In units)

Quotaholder

Quotas

%

Preferred Shares

%

Number

%

Onper Investimentos 2015 S.L.*

887,239,543

50.00%

0

0.00%

887,239,543

50.00%

Casino Guichard Perrachon*

887,239,543

50.00%

0

0.00%

887,239,543

50.00%

TOTAL

1,774,479,086

100.00%

0

0.00%

1,774,479,086

100.00%

 

 

SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES

ONPER INVESTIMENTOS 2015 S.L.

Shareholding
(In units)

Shareholder

Common Shares

%

Preferred Shares

%

Number

%

ALMANACENES ÉXITO S.A.*

3,000

100.00%

0

0.00%

3,000

100.00%

TOTAL

3,000

100.00%

0

0.00%

3,000

100.00%

 

 

SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES

ALMANACENES ÉXITO S.A.

Shareholding
(In units)

Shareholders*

Common
Shares

%

Preferred
Shares

%

Number

%

Geant International B.V.

187,689,792

41.93%

0

0.00%

187,689,792

41.93%

Geant Fonciere B.V.               

47,725,428

10.66%

0

0.00%

47,725,428

10.66%

Fondo de Pensiones Obligatorias Porvenir Moderado

23,322,916

5.21%

0

0.00%

23,322,916

5.21%

Fondo de Pensiones Obligatorias Proteccion

25,272,142

5.65%

0

0.00%

25,272,142

5.65%

Other Shareholders

163,594,038

36.55%

0

0.00%

163,594,038

36.55%

TOTAL

447,604,316

100.00%

0

0.00%

447,604,316

100.00%

 

 

95


 
 

Other information deemed as relevant by the Company

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES

Shareholding at 03/31/2019

 (In units)    Total

Shareholder

Common Shares

Preferred Shares

Number

%

Number

%

Number

%

Controlling parties

                  99,619,230

99.94%

             10,857,343

6.49%

                110,476,573

41.40%

 

 

 

 

 

 

 

Management

 

 

 

 

 

 

Board of Directors

                               -  

0.00%

                    501,023

0.30%

                      501,023

0.19%

Board of Executive Officers

                               -  

0.00%

                      39,755

0.02%

                         39,755

0.01%

 

 

 

 

 

 

 

Treasury Shares

                               -  

0.00%

                    232,586

0.14%

                           232,586

0.09%

 

 

 

 

 

 

 

Other Shareholdersas

                        60,621

0.06%

              155,543,024

93.04%

               155,603,645

58.31%

 

 

 

 

 

 

 

Total

                  99,679,851

100.00%

              167,173,731

100.00%

               266,853,582

100.00%

 

 

 

 

 

 

 

Outstanding Shares

                        60,621

0.06%

              156,083,802

93.37%

                    156,144,423

58.51%

 

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING
SHARES

Shareholding at 03/31/2018

(In units)    Total

Shareholder

Common Shares

Preferred Shares

Number

%

Number

%

Number

%

Controlling parties

                  99,619,230

99.94%

             10,857,343

6.51%

                110,476,573

41.44%

 

 

 

 

 

 

 

Management

 

 

 

 

 

 

Board of Directors

                               -  

0.00%

                           1

0.00%

                                1

0.00%

Board of Executive Officers

                               -  

0.00%

                 470,379

0.28%

                       470,379

0.18%

 

 

 

 

 

 

 

Treasury Shares

                               -  

0.00%

                 232,586

0.14%

                       232,586

0.09%

 

 

 

 

 

 

 

Other Shareholdersas

                        60,621

0.06%

           155,346,800

93.07%

                155,407,421

58.30%

 

 

 

 

 

 

 

Total

                  99,679,851

100.00%

           166,907,109

100.00%

                266,586,960

100.00%

 

 

 

 

 

 

 

Outstanding Shares

                        60,621

0.06%

           155,817,180

93.36%

                155,877,801

58.47%

             

 

 

 

96

 

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 10, 2019 By:   /s/ Peter Estermann
         Name:   Peter Estermann
         Title:     Chief Executive Officer



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


FORWARD-LOOKING STATEMENTS

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