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, 2020
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
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, 2020, comprising the statement of financial position as of March 31, 2020 and the related statements of profit or loss, of comprehensive income, of changes in equity and of cash flows for the three-month period then ended, including the explanatory notes.
Management is responsible for the preparation of the individual and consolidated interim financial information in accordance with Accounting Pronouncement NBC TG 21 - 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 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 NBC TG 21 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
4.1, due the adoption of the accounting pronouncement NBC TG 06 and IFRS 16 –
Leases, the corresponding individual and consolidated figures related to
the interim financial information comprising the statements of profit or
loss and cash flows for the three-month period ended March 31, 2019,
presented for comparison purposes, were adjusted and restated as required by NBC
TG 23 (Accounting Policies, Changes in Accounting Estimates and Error
Correction). Our conclusion is not modified in respect of this
matter.
Other matters
Statements of value added
The abovementioned quarterly
information include the individual and consolidated statements of value added
(SVA) for the three-month period ended March 31, 2020, prepared under the
Company’s Management responsibility and presented as supplementary information
by IAS 34. These statements have been subject to review procedures performed
together with the review of the quarterly information, with the objective
to conclude whether they are reconciled to the interim financial
information and the accounting records, as applicable, and if its format and
content are in accordance with the criteria set forth by NBC TG 09 – Statement
of Value Added. 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 13,
2020.
ERNST & YOUNG
Auditores Independentes S.S.
CRC-2SP034519/O-6
Antonio Humberto Barros dos Santos
Accountant CRC-1SP161745/O-3
FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL
PREVIOUSLY ISSUED IN PORTUGUESE)
|
ITR – Interim Financial Information – March 31,2020
– COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO
|
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
|
|
1/1/2020 to
3/31/2020
|
11
|
1/1/2019 to
3/31/2019
|
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
|
|
1/1/2020 to
3/31/2020
|
20
|
1/1/2019 to
3/31/2019
|
21
|
Statement of Value
Added
|
22
|
Comments on the Company`s Performance
|
23
|
Notes to the Interim Financial
Information
|
40
|
FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
|
ITR – Interim Financial Information – March 31,2020 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
|
Number of Shares
(thousand)
|
Current Quarter
3/31/2020
|
|
Share Capital
|
|
|
Common
|
268,046
|
|
Preferred
|
0
|
|
Total
|
268,046
|
|
Treasury Shares
|
|
|
Common
|
239
|
|
Preferred
|
0
|
|
Total
|
239
|
|
5
FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
|
ITR – Interim Financial Information – March 31,2020 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
|
Individual Interim Financial Information / Balance Sheet - Assets
|
|
|
|
|
R$ (in thousands)
|
|
|
Code
|
Description
|
Current Quarter
03/31/2020
|
Previous Year
12/31/2019
|
1
|
Total Assets
|
31,410,000
|
29,660,000
|
1.01
|
Current Assets
|
8,512,000
|
7,491,000
|
1.01.01
|
Cash and Cash Equivalents
|
2,321,000
|
2,863,000
|
1.01.03
|
Accounts Receivable
|
707,000
|
424,000
|
1.01.03.01
|
Trade Receivables
|
579,000
|
256,000
|
1.01.03.02
|
Other Receivables
|
128,000
|
168,000
|
1.01.04
|
Inventories
|
3,817,000
|
3,358,000
|
1.01.06
|
Recoverable Taxes
|
535,000
|
516,000
|
1.01.08
|
Other Current Assets
|
1,132,000
|
330,000
|
1.01.08.01
|
Assets Held for Sale
|
574,000
|
171,000
|
1.01.08.03
|
Other
|
558,000
|
159,000
|
1.01.08.03.01
|
Financial Instruments - Derivatives
|
282,000
|
45,000
|
1.01.08.03.02
|
Others assets
|
276,000
|
114,000
|
1.02
|
Noncurrent Assets
|
22,898,000
|
22,169,000
|
1.02.01
|
Long-term Assets
|
3,618,000
|
3,158,000
|
1.02.01.04
|
Accounts Receivable
|
153,000
|
157,000
|
1.02.01.04.01
|
Trade receivables, net
|
0
|
1,000
|
1.02.01.04.02
|
Other accounts receivable
|
153,000
|
156,000
|
1.02.01.07
|
Deferred Taxes
|
336,000
|
285,000
|
1.02.01.09
|
Receivables from related parties
|
510,000
|
248,000
|
1.02.01.10
|
Other Noncurrent Assets
|
2,619,000
|
2,468,000
|
1.02.01.10.04
|
Recoverable Taxes
|
1,887,000
|
1,735,000
|
1.02.01.10.05
|
Restricted deposits for legal proceedings
|
637,000
|
639,000
|
1.02.01.10.06
|
Financial Instruments - Fair Value Hegde
|
2,000
|
2,000
|
1.02.01.10.07
|
Other Noncurrent Assets
|
93,000
|
92,000
|
1.02.02
|
Investments
|
8,450,000
|
7,750,000
|
1.02.02.01
|
Investments in Associates
|
8,450,000
|
7,750,000
|
1.02.02.01.02
|
Investments in Subsidiaries
|
8,450,000
|
7,750,000
|
1.02.03
|
Property and Equipment, Net
|
8,897,000
|
9,352,000
|
1.02.03.01
|
Property and Equipment in Use
|
5,280,000
|
5,774,000
|
1.02.03.02
|
Leased Properties
|
3,617,000
|
3,578,000
|
1.02.04
|
Intangible Assets, net
|
1,933,000
|
1,909,000
|
1.02.04.01
|
Intangible Assets
|
1,933,000
|
1,909,000
|
1.02.04.01.02
|
Intangible Assets
|
1,334,000
|
1,296,000
|
1.02.04.01.03
|
Intangible Right-of-use
|
599,000
|
613,000
|
6
FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
|
ITR – Interim Financial Information – March 31,2020 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
|
Individual Interim Financial Information / Balance Sheet - Liabilities
|
|
|
|
|
R$ (in thousands)
|
|
|
Code
|
Description
|
Current Quarter
03/31/2020
|
Previous Year
12/31/2019
|
2
|
Total Liabilities
|
31,410,000
|
29,660,000
|
2.01
|
Current Liabilities
|
9,288,000
|
9,218,000
|
2.01.01
|
Payroll and Related Taxes
|
441,000
|
392,000
|
2.01.02
|
Trade payables, net
|
4,073,000
|
5,022,000
|
2.01.03
|
Taxes and Contributions Payable
|
216,000
|
203,000
|
2.01.04
|
Borrowings and Financing
|
3,068,000
|
2,016,000
|
2.01.05
|
Other Liabilities
|
1,490,000
|
1,585,000
|
2.01.05.01
|
Payables to Related Parties
|
209,000
|
234,000
|
2.01.05.02
|
Other
|
1,281,000
|
1,351,000
|
2.01.05.02.01
|
Dividends and interest on own capital
|
156,000
|
156,000
|
2.01.05.02.07
|
Pass-through to Third Parties
|
11,000
|
10,000
|
2.01.05.02.08
|
Financing Related to Acquisition of Assets
|
53,000
|
127,000
|
2.01.05.02.09
|
Deferred Revenue
|
45,000
|
60,000
|
2.01.05.02.12
|
Other Accounts Payable
|
512,000
|
465,000
|
2.01.05.02.17
|
Lease Liability
|
504,000
|
533,000
|
2.02
|
Noncurrent Liabilities
|
10,871,000
|
9,502,000
|
2.02.01
|
Borrowings and Financing
|
4,559,000
|
3,356,000
|
2.02.02
|
Other Liabilities
|
5,344,000
|
5,182,000
|
2.02.02.02
|
Others
|
5,344,000
|
5,182,000
|
2.02.02.02.03
|
Taxes payable in installments
|
348,000
|
376,000
|
2.02.02.02.07
|
Other Accounts Payable
|
28,000
|
33,000
|
2.02.02.02.08
|
Provision for Losses on Investments in Associates
|
561,000
|
385,000
|
2.02.02.02.09
|
Lease Liability
|
4,407,000
|
4,388,000
|
2.02.04
|
Provisions
|
946,000
|
940,000
|
2.02.06
|
Deferred Revenue
|
22,000
|
24,000
|
2.03
|
Shareholders’ Equity
|
11,251,000
|
10,940,000
|
2.03.01
|
Share Capital
|
6,859,000
|
6,857,000
|
2.03.02
|
Capital Reserves
|
456,000
|
447,000
|
2.03.02.04
|
Stock Option
|
449,000
|
440,000
|
2.03.02.07
|
Capital Reserve
|
7,000
|
7,000
|
2.03.04
|
Earnings Reserve
|
3,588,000
|
3,529,000
|
2.03.04.01
|
Legal Reserve
|
556,000
|
556,000
|
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
|
2,916,000
|
2,916,000
|
2.03.04.12
|
Transactions with non-controlling interests
|
-22,000
|
-81,000
|
2.03.04.14
|
Settlement of Equity Instrument
|
-150,000
|
-150,000
|
2.03.05
|
Retained Earnings/ Accumulated Losses
|
-143,000
|
0
|
2.03.08
|
Other comprehensive income
|
491,000
|
107,000
|
7
FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL
PREVIOUSLY ISSUED IN PORTUGUESE)
|
ITR – Interim Financial Information – March 31,2020
– COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO
|
Individual Interim Financial Information
/ Statement of Operations
|
|
|
|
|
R$ (in thousands)
|
|
|
Code
|
Description
|
Year to date current period
01/01/2020 to
03/31/2020
|
Year to date previous period
01/01/2019 to
03/31/2019
|
3.01
|
Net operating revenue
|
6,503,000
|
6,236,000
|
3.02
|
Cost of sales
|
-4,850,000
|
-4,430,000
|
3.03
|
Gross Profit
|
1,653,000
|
1,806,000
|
3.04
|
Operating Income/Expenses
|
-1,604,000
|
-1,446,000
|
3.04.01
|
Selling Expenses
|
-1,079,000
|
-1,139,000
|
3.04.02
|
General and administrative expenses
|
-150,000
|
-185,000
|
3.04.05
|
Other Operating Expenses
|
-419,000
|
-279,000
|
3.04.05.01
|
Depreciation and Amortization
|
-254,000
|
-229,000
|
3.04.05.03
|
Other operating expenses, net
|
-165,000
|
-50,000
|
3.04.06
|
Share of Profit of
associates
|
44,000
|
157,000
|
3.05
|
Profit from operations before net
financial expenses
|
49,000
|
360,000
|
3.06
|
Net Financial expenses
|
-227,000
|
-250,000
|
3.07
|
Income (loss) before income tax and
social contribution
|
-178,000
|
110,000
|
3.08
|
Income tax and social contribution
|
54,000
|
55,000
|
3.08.01
|
Current
|
1,000
|
-8,000
|
3.08.02
|
Deferred
|
53,000
|
63,000
|
3.09
|
Net Income from continued
operations
|
-124,000
|
165,000
|
3.10
|
Net Income (loss) from discontinued
operations
|
-6,000
|
-39,000
|
3.10.01
|
Net Income (loss) from Discontinued
Operations
|
-6,000
|
-39,000
|
3.11
|
Net Income for the period
|
-130,000
|
126,000
|
3.99.01
|
Basic Earnings per Share
|
0
|
0
|
3.99.01.01
|
ON
|
-0,48547
|
0,47259
|
3.99.01.02
|
PN
|
0,00000
|
0,00000
|
3.99.02
|
Diluted Earnings per Share
|
0
|
0
|
3.99.02.01
|
ON
|
-0,48547
|
0,47076
|
3.99.02.02
|
PN
|
0,00000
|
0,00000
|
8
FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL
PREVIOUSLY ISSUED IN PORTUGUESE)
|
ITR – Interim Financial Information – March 31,2020
– COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO
|
Individual Interim Financial Information
/ Statement of Comprehensive Income
|
|
|
|
|
R$ (in thousands)
|
|
|
Code
|
Description
|
Year
to date current period
01/01/2020 to
03/31/2020
|
Year
to date previous period
01/01/2019 to
03/31/2019
|
4.01
|
Net income for the Period
|
-130,000
|
126,000
|
4.02
|
Other Comprehensive Income
|
372,000
|
-7,000
|
4.02.02
|
Foreign Currency Translation
|
379,000
|
1,000
|
4.02.04
|
Fair Value of Trade
Receivables
|
0
|
-17,000
|
4.02.05
|
Cash Flow Hedge
|
-4,000
|
0
|
4.02.06
|
Income Tax Related to Other
Comprehensive Income
|
-1,000
|
9,000
|
4.02.08
|
Other Comprehensive Income
|
-2,000
|
0
|
4.03
|
Total Comprehensive Income for the
Period
|
242,000
|
119,000
|
9
FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL
PREVIOUSLY ISSUED IN PORTUGUESE)
|
ITR – Interim Financial Information – March 31,2020
– COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO
|
Individual Interim Financial Information
/ Statement of Cash Flows - Indirect Method
|
|
|
|
|
R$ (in thousands)
|
|
|
Code
|
Description
|
Year
to date current period
01/01/2020 to
03/31/2020
|
Year
to date previous period
01/01/2019 to
03/31/2019
|
6.01
|
Net Cash Operating Activities
|
-1,932,000
|
-2,110,000
|
6.01.01
|
Cash Provided by the
Operations
|
330,000
|
501,000
|
6.01.01.01
|
Net Income for the Period
|
-130,000
|
126,000
|
6.01.01.02
|
Deferred Income Tax and Social
Contribution (Note 20)
|
-53,000
|
-47,000
|
6.01.01.03
|
Gain (Losses) on Disposal of Property
and equipments
|
29,000
|
37,000
|
6.01.01.04
|
Depreciation/Amortization
|
286,000
|
259,000
|
6.01.01.05
|
Interest and Inflation Adjustments
|
238,000
|
243,000
|
6.01.01.07
|
Share of Profit (Loss) of Subsidiaries
and Associates (Note 12)
|
-44,000
|
-157,000
|
6.01.01.08
|
Provision for
|
24,000
|
38,000
|
6.01.01.10
|
Share-based Payment
|
9,000
|
13,000
|
6.01.01.11
|
Allowance for Doubtful Accounts (Note
7.1)
|
6,000
|
1,000
|
6.01.01.13
|
Allowance for obsolescence and damages
(Note 9.1)
|
8,000
|
-1,000
|
6.01.01.14
|
Other Operating Expenses
|
0
|
14,000
|
6.01.01.15
|
Deferred Revenue
|
-21,000
|
-3,000
|
6.01.01.16
|
Loss or gain on lease
liabilities
|
-22,000
|
-22,000
|
6.01.02
|
Changes in Assets and
Liabilities
|
-2,262,000
|
-2,611,000
|
6.01.02.01
|
Accounts Receivable
|
-331,000
|
-355,000
|
6.01.02.02
|
Inventories
|
-467,000
|
125,000
|
6.01.02.03
|
Recoverable Taxes
|
-173,000
|
-93,000
|
6.01.02.04
|
Other Assets
|
-118,000
|
-119,000
|
6.01.02.05
|
Related Parties
|
-284,000
|
-35,000
|
6.01.02.06
|
Restricted Deposits for Legal
Proceeding
|
2,000
|
-11,000
|
6.01.02.07
|
Trade Payables
|
-949,000
|
-2,064,000
|
6.01.02.08
|
Payroll and Related Taxes
|
48,000
|
-15,000
|
6.01.02.09
|
Taxes and Social Contributions
Payable
|
-16,000
|
-67,000
|
6.01.02.10
|
Payments of provision for
risk
|
-31,000
|
-16,000
|
6.01.02.11
|
Deferred Revenue
|
5,000
|
0
|
6.01.02.12
|
Other Payables
|
41,000
|
-7,000
|
6.01.02.13
|
Income Tax and Social
contribution,paid
|
0
|
-4,000
|
6.01.02.15
|
Received Dividends and Interest on own
capital
|
11,000
|
50,000
|
6.02
|
Net Cash of Investing
Activities
|
-268,000
|
-211,000
|
6.02.02
|
Acquisition of Property and Equipment
(Note 15.2)
|
-243,000
|
-194,000
|
6.02.03
|
Increase in Intangible Assets (Note
16.2)
|
-26,000
|
-18,000
|
6.02.04
|
Sales of Property and
Equipment
|
1,000
|
1,000
|
6.03
|
Net Cash of Financing
Activities
|
1,658,000
|
980,000
|
6.03.01
|
Capital Increase
|
2,000
|
0
|
6.03.02
|
Proceeds from Borrowings and Financing
(Note 17.2)
|
1,989,000
|
1,299,000
|
6.03.03
|
Payments of Borrowings and Financing
(Note 17.2)
|
-59,000
|
-440,000
|
6.03.07
|
Acquisition of companies
|
0
|
-19,000
|
6.03.08
|
Transactions with Non-controlling
Interest
|
0
|
403,000
|
6.03.09
|
Payment of lease liability
|
-274,000
|
-263,000
|
6.05
|
Increase (Decrease) in Cash and Cash
Equivalents
|
-542,000
|
-1,341,000
|
6.05.01
|
Cash and Cash Equivalents at the
Beginning of the Period
|
2,863,000
|
2,935,000
|
6.05.02
|
Cash and Cash Equivalents at the End of
the Period
|
2,321,000
|
1,594,000
|
10
FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL
PREVIOUSLY ISSUED IN PORTUGUESE)
|
ITR – Interim Financial Information – March 31,2020
– COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO
|
Individual Interim Financial Information
/ Statement of Changes in Shareholders' Equity 01/01/2020 to
03/31/2020
|
|
|
|
|
|
|
|
|
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
|
6,857,000
|
447,000
|
3,529,000
|
0
|
107,000
|
10,940,000
|
5.03
|
Adjusted opening balance
|
6,857,000
|
447,000
|
3,529,000
|
0
|
107,000
|
10,940,000
|
5.04
|
Capital Transactions with Shareholders
|
2,000
|
9,000
|
0
|
-1,000
|
0
|
10,000
|
5.04.01
|
Capital Increases
|
2,000
|
0
|
0
|
0
|
0
|
2,000
|
5.04.03
|
Share based expenses
|
0
|
7,000
|
0
|
0
|
0
|
7,000
|
5.04.08
|
Share based expenses of
Subsidiaries
|
0
|
2,000
|
0
|
0
|
0
|
2,000
|
5.04.11
|
Éxito subsidiary donations
|
0
|
0
|
0
|
-1,000
|
0
|
-1,000
|
5.05
|
Total Comprehensive Income
|
0
|
0
|
0
|
-142,000
|
384,000
|
242,000
|
5.05.01
|
Net Income for the
Period
|
0
|
0
|
0
|
-130,000
|
0
|
-130,000
|
5.05.02
|
Other Comprehensive Income
|
0
|
0
|
0
|
-12,000
|
384,000
|
372,000
|
5.05.02.04
|
Foreign currency translation
|
0
|
0
|
0
|
-12,000
|
391,000
|
379,000
|
5.05.02.06
|
Defined benefit plan
|
0
|
0
|
0
|
0
|
-2,000
|
-2,000
|
5.05.02.08
|
Cash Flow Hedge
|
0
|
0
|
0
|
0
|
-4,000
|
-4,000
|
5.05.02.09
|
Income taxes related to other
comprehensive income
|
0
|
0
|
0
|
0
|
-1,000
|
-1,000
|
5.06
|
Internal Changes of Shareholders’
Equity
|
0
|
0
|
59,000
|
0
|
0
|
59,000
|
5.06.05
|
Transactions with Non-controlling
Interests
|
0
|
0
|
59,000
|
0
|
0
|
59,000
|
5.07
|
Closing Balance
|
6,859,000
|
456,000
|
3,588,000
|
-143,000
|
491,000
|
11,251,000
|
11
FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL
PREVIOUSLY ISSUED IN PORTUGUESE)
|
ITR – Interim Financial Information – March 31,2020
– COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO
|
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
|
3,062,000
|
0
|
-66,000
|
10,234,000
|
5.03
|
Adjusted opening balance
|
6,825,000
|
413,000
|
3,062,000
|
0
|
-66,000
|
10,234,000
|
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
|
126,000
|
-7,000
|
119,000
|
5.05.01
|
Net Income for the
Period
|
0
|
0
|
0
|
126,000
|
0
|
126,000
|
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
|
5.05.02.09
|
Income Tax 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
|
2,978,000
|
126,000
|
-73,000
|
10,282,000
|
12
FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL
PREVIOUSLY ISSUED IN PORTUGUESE)
|
ITR – Interim Financial Information – March 31,2020
– COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO
|
Individual Interim Financial Information
/ Statement of Value Added
|
|
|
|
|
R$ (in thousands)
|
|
|
Code
|
Description
|
Year
to date current period
01/01/2020 to
03/31/2020
|
Year
to date previous period
01/01/2019 to
03/31/2019
|
7.01
|
Revenues
|
7,066,000
|
6,780,000
|
7.01.01
|
Sales of Goods, Products and
Services
|
7,062,000
|
6,769,000
|
7.01.02
|
Other Revenues
|
6,000
|
12,000
|
7.01.04
|
Allowance for/Reversal of Doubtful
Accounts
|
-2,000
|
-1,000
|
7.02
|
Products Acquired from Third
Parties
|
-5,511,000
|
-5,331,000
|
7.02.01
|
Costs of Products, Goods and Services
Sold
|
-4,675,000
|
-4,514,000
|
7.02.02
|
Materials, Energy, Outsourced Services
and Other
|
-836,000
|
-817,000
|
7.03
|
Gross Value Added
|
1,555,000
|
1,449,000
|
7.04
|
Retention
|
-286,000
|
-259,000
|
7.04.01
|
Depreciation and Amortization
|
-286,000
|
-259,000
|
7.05
|
Net Value Added Produced
|
1,269,000
|
1,190,000
|
7.06
|
Value Added Received in
Transfer
|
109,000
|
133,000
|
7.06.01
|
Share of Profit of Subsidiaries and
Associates
|
44,000
|
157,000
|
7.06.02
|
Financial Revenue
|
71,000
|
15,000
|
7.06.03
|
Other
|
-6,000
|
-39,000
|
7.07
|
Total Value Added to
Distribute
|
1,378,000
|
1,323,000
|
7.08
|
Distribution of Value Added
|
1,378,000
|
1,323,000
|
7.08.01
|
Personnel
|
828,000
|
725,000
|
7.08.01.01
|
Direct Compensation
|
475,000
|
478,000
|
7.08.01.02
|
Benefits
|
152,000
|
137,000
|
7.08.01.03
|
Government Severance Indemnity Fund for
Employees (FGTS)
|
49,000
|
46,000
|
7.08.01.04
|
Other
|
152,000
|
64,000
|
7.08.02
|
Taxes, Fees and Contributions
|
368,000
|
191,000
|
7.08.02.01
|
Federal
|
144,000
|
38,000
|
7.08.02.02
|
State
|
154,000
|
83,000
|
7.08.02.03
|
Municipal
|
70,000
|
70,000
|
7.08.03
|
Value Distributed to Providers of
Capital
|
312,000
|
281,000
|
7.08.03.01
|
Interest
|
306,000
|
280,000
|
7.08.03.02
|
Rentals
|
6,000
|
1,000
|
7.08.04
|
Value Distributed to Shareholders
|
-130,000
|
126,000
|
7.08.04.01
|
Interest on shareholders' equity
|
0
|
137,000
|
7.08.04.03
|
Retained Earnings/ Accumulated Losses
for the Period
|
-130,000
|
-11,000
|
13
FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL
PREVIOUSLY ISSUED IN PORTUGUESE)
|
ITR – Interim Financial Information – March 31,2020
– COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO
|
Consolidated Interim Financial
Information /Balance Sheet - Assets
|
|
|
|
|
R$ (in thousands)
|
|
|
Code
|
Description
|
Current
Quarter
03/31/2020
|
Previous
Year
12/31/2019
|
1
|
Total Assets
|
59,601,000
|
57,991,000
|
1.01
|
Current Assets
|
20,641,000
|
19,892,000
|
1.01.01
|
Cash and Cash Equivalents
|
6,152,000
|
7,954,000
|
1.01.03
|
Accounts Receivable
|
1,291,000
|
1,108,000
|
1.01.03.01
|
Trade Receivables
|
980,000
|
727,000
|
1.01.03.02
|
Other Receivables
|
311,000
|
381,000
|
1.01.04
|
Inventories
|
9,701,000
|
8,625,000
|
1.01.06
|
Recoverable Taxes
|
1,482,000
|
1,627,000
|
1.01.08
|
Other Current Assets
|
2,015,000
|
578,000
|
1.01.08.01
|
Assets Held for Sale
|
1,034,000
|
218,000
|
1.01.08.03
|
Other
|
981,000
|
360,000
|
1.01.08.03.01
|
Financial Instruments - Derivatives
|
433,000
|
73,000
|
1.01.08.03.02
|
Others assets
|
15,000
|
0
|
1.01.08.03.03
|
Others assets
|
533,000
|
287,000
|
1.02
|
Noncurrent Assets
|
38,960,000
|
38,099,000
|
1.02.01
|
Long-term Assets
|
4,849,000
|
4,338,000
|
1.02.01.04
|
Accounts Receivable
|
173,000
|
193,000
|
1.02.01.04.01
|
Trade receivables, net
|
0
|
1,000
|
1.02.01.04.02
|
Other accounts receivable
|
173,000
|
192,000
|
1.02.01.07
|
Deferred Taxes
|
421,000
|
354,000
|
1.02.01.09
|
Receivables from related parties
|
100,000
|
104,000
|
1.02.01.10
|
Other Noncurrent Assets
|
4,155,000
|
3,687,000
|
1.02.01.10.04
|
Recoverable Taxes
|
3,167,000
|
2,702,000
|
1.02.01.10.05
|
Restricted deposits for legal
proceedings
|
794,000
|
795,000
|
1.02.01.10.06
|
Financial Instruments - Fair Value
Hegde
|
13,000
|
13,000
|
1.02.01.10.07
|
Other Noncurrent Assets
|
181,000
|
177,000
|
1.02.02
|
Investments
|
3,817,000
|
3,612,000
|
1.02.02.01
|
Investments in Associates
|
764,000
|
749,000
|
1.02.02.02
|
Investment properties
|
3,053,000
|
2,863,000
|
1.02.03
|
Property and Equipment, Net
|
22,600,000
|
22,709,000
|
1.02.03.01
|
Property and Equipment in
Use
|
15,336,000
|
15,638,000
|
1.02.03.02
|
Leased Properties
|
7,264,000
|
7,071,000
|
1.02.04
|
Intangible Assets, net
|
7,694,000
|
7,440,000
|
1.02.04.01
|
Intangible Assets
|
7,694,000
|
7,440,000
|
1.02.04.01.02
|
Intangible Assets
|
6,874,000
|
6,604,000
|
1.02.04.01.03
|
Intangible Right-of-use
|
820,000
|
836,000
|
14
FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL
PREVIOUSLY ISSUED IN PORTUGUESE)
|
ITR – Interim Financial Information – March 31,2020
– COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO
|
Consolidated Interim Financial
Information / Balance Sheet - Liabilities
|
|
|
|
|
R$ (in thousands)
|
|
|
Code
|
Description
|
Current
Quarter
03/31/2020
|
Previous
Year
12/31/2019
|
2
|
Total Liabilities
|
59,601,000
|
57,991,000
|
2.01
|
Current Liabilities
|
22,422,000
|
23,135,000
|
2.01.01
|
Payroll and Related Taxes
|
1,031,000
|
980,000
|
2.01.02
|
Trade payables, net
|
12,038,000
|
14,887,000
|
2.01.03
|
Taxes and Contributions Payable
|
648,000
|
531,000
|
2.01.04
|
Borrowings and Financing
|
5,571,000
|
3,488,000
|
2.01.05
|
Other Liabilities
|
3,134,000
|
3,249,000
|
2.01.05.01
|
Payables to Related Parties
|
191,000
|
215,000
|
2.01.05.02
|
Other
|
2,943,000
|
3,034,000
|
2.01.05.02.01
|
Dividends and interest on own
capital
|
228,000
|
168,000
|
2.01.05.02.07
|
Pass-through to Third
Parties
|
91,000
|
164,000
|
2.01.05.02.08
|
Financing Related to Acquisition of
Assets
|
133,000
|
231,000
|
2.01.05.02.09
|
Deferred Revenue
|
292,000
|
365,000
|
2.01.05.02.11
|
Other Payables
|
526,000
|
466,000
|
2.01.05.02.12
|
Other Accounts Payable
|
753,000
|
703,000
|
2.01.05.02.17
|
Lease liability
|
920,000
|
937,000
|
2.02
|
Noncurrent Liabilities
|
23,270,000
|
21,345,000
|
2.02.01
|
Borrowings and Financing
|
12,233,000
|
10,706,000
|
2.02.02
|
Other Liabilities
|
8,935,000
|
8,560,000
|
2.02.02.02
|
Others
|
8,935,000
|
8,560,000
|
2.02.02.02.03
|
Taxes payable in installments
|
349,000
|
376,000
|
2.02.02.02.07
|
Other Accounts Payable
|
64,000
|
68,000
|
2.02.02.02.08
|
Provision for Losses on Investments in
Associates
|
561,000
|
386,000
|
2.02.02.02.09
|
Lease Liability
|
7,961,000
|
7,730,000
|
2.02.03
|
Deferred taxes
|
766,000
|
748,000
|
2.02.04
|
Provisions
|
1,313,000
|
1,305,000
|
2.02.06
|
Deferred Revenue
|
23,000
|
26,000
|
2.03
|
Shareholders’ Equity
|
13,909,000
|
13,511,000
|
2.03.01
|
Share Capital
|
6,859,000
|
6,857,000
|
2.03.02
|
Capital Reserves
|
456,000
|
447,000
|
2.03.02.04
|
Stock Option
|
449,000
|
440,000
|
2.03.02.07
|
Capital Reserve
|
7,000
|
7,000
|
2.03.04
|
Earnings Reserve
|
3,588,000
|
3,529,000
|
2.03.04.01
|
Legal Reserve
|
556,000
|
556,000
|
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
|
2,916,000
|
2,916,000
|
2.03.04.12
|
Transactions with non-controlling
interests
|
-22,000
|
-81,000
|
2.03.04.14
|
Settlement of Equity Instrument
|
-150,000
|
-150,000
|
2.03.05
|
Retained Earnings/ Accumulated Losses
|
-143,000
|
0
|
2.03.08
|
Other comprehensive income
|
491,000
|
107,000
|
2.03.09
|
Non-Controlling interests
|
2,658,000
|
2,571,000
|
15
FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL
PREVIOUSLY ISSUED IN PORTUGUESE)
|
ITR – Interim Financial Information – March 31,2020
– COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO
|
Consolidated Interim Financial
Information / Statement of Operations
|
|
|
|
|
R$ (in thousands)
|
|
|
Code
|
Description
|
Year
to date current period
01/01/2020 to
03/31/2020
|
Year
to date previous period
01/01/2019 to
03/31/2019
|
3.01
|
Net operating revenue
|
19.682.000
|
12.709.000
|
3.02
|
Cost of sales
|
-15.526.000
|
-9.912.000
|
3.03
|
Gross Profit
|
4.156.000
|
2.797.000
|
3.04
|
Operating Income/Expenses
|
-3.842.000
|
-2.344.000
|
3.04.01
|
Selling Expenses
|
-2.459.000
|
-1.683.000
|
3.04.02
|
General and administrative expenses
|
-501.000
|
-269.000
|
3.04.05
|
Other Operating Expenses
|
-816.000
|
-374.000
|
3.04.05.01
|
Depreciation and Amortization
|
-543.000
|
-325.000
|
3.04.05.03
|
Other operating expenses, net
|
-273.000
|
-49.000
|
3.04.06
|
Share of Profit of
associates
|
-66.000
|
-18.000
|
3.05
|
Profit from operations before net
financial expenses
|
314.000
|
453.000
|
3.06
|
Net Financial expenses
|
-426.000
|
-302.000
|
3.07
|
Income (loss) before income tax and
social contribution
|
-112.000
|
151.000
|
3.08
|
Income tax and social contribution
|
9.000
|
-15.000
|
3.08.01
|
Current
|
-93.000
|
-109.000
|
3.08.02
|
Deferred
|
102.000
|
94.000
|
3.09
|
Net Income from continued
operations
|
-103.000
|
136.000
|
3.10
|
Net Income (loss) from discontinued
operations
|
-6.000
|
54.000
|
3.10.01
|
Net Income (loss) from Discontinued
Operations
|
-6.000
|
54.000
|
3.11
|
Net Income for the period
|
-109.000
|
190.000
|
3.11.01
|
Attributable to Controlling
Shareholders
|
-130.000
|
126.000
|
3.11.02
|
Attributable to Non-controlling
Shareholders
|
21.000
|
64.000
|
3.99.01
|
Basic Earnings per Share
|
-
|
-
|
3.99.01.01
|
ON
|
-0,48547
|
0,47259
|
3.99.01.02
|
PN
|
0,00000
|
0,00000
|
3.99.02
|
Diluted Earnings per Share
|
-
|
-
|
3.99.02.01
|
ON
|
-0,48547
|
0,47076
|
3.99.02.02
|
PN
|
0,00000
|
0,00000
|
16
FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL
PREVIOUSLY ISSUED IN PORTUGUESE)
|
ITR – Interim Financial Information – March 31,2020
– COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO
|
Consolidated Interim Financial
Information / Statement of Comprehensive Income
|
|
|
|
|
R$ (in thousands)
|
|
|
Code
|
Description
|
Year
to date current period
01/01/2020 to
03/31/2020
|
Year
to date previous period
01/01/2019 to
03/31/2019
|
4.01
|
Net income for the Period
|
-109,000
|
190,000
|
4.02
|
Other Comprehensive Income
|
499,000
|
-7,000
|
4.02.02
|
Foreign Currency Translation
|
507,000
|
1,000
|
4.02.04
|
Fair Value of Trade
Receivables
|
0
|
-27,000
|
4.02.05
|
Cash Flow Hedge
|
-5,000
|
0
|
4.02.06
|
Income Tax Related to Other
Comprehensive Income
|
-1,000
|
19,000
|
4.02.08
|
Other Comprehensive Income
|
-2,000
|
0
|
4.03
|
Total Comprehensive Income for the
Period
|
390,000
|
183,000
|
4.03.01
|
Attributable to Controlling
Shareholders
|
242,000
|
119,000
|
4.03.02
|
Attributable to Non-Controlling
Shareholders
|
148,000
|
64,000
|
17
FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL
PREVIOUSLY ISSUED IN PORTUGUESE)
|
ITR – Interim Financial Information – March 31,2020
– COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO
|
Consolidated Interim Financial
Information / Statement of Cash Flows - Indirect
Method
|
|
|
|
|
R$ (in thousands)
|
|
|
|
|
|
|
Code
|
Description
|
Year
to date current period
01/01/2020 to
03/31/2020
|
Year
to date previous period
01/01/2019 to
03/31/2019
|
6.01
|
Net Cash Operating Activities
|
-3,835,000
|
-4,609,000
|
6.01.01
|
Cash Provided by the
Operations
|
647,000
|
1,133,000
|
6.01.01.01
|
Net Income for the Period
|
-109,000
|
190,000
|
6.01.01.02
|
Deferred Income Tax and Social
Contribution (Note 20)
|
-102,000
|
11,000
|
6.01.01.03
|
Gain (Losses) on Disposal of Property
and equipments
|
114,000
|
73,000
|
6.01.01.04
|
Depreciation/Amortization
|
604,000
|
358,000
|
6.01.01.05
|
Interest and Inflation Adjustments
|
387,000
|
466,000
|
6.01.01.07
|
Share of Profit (Loss) of Subsidiaries
and Associates (Note 12)
|
66,000
|
8,000
|
6.01.01.08
|
Provision for Risks
|
27,000
|
68,000
|
6.01.01.09
|
Provision for Write-off and
impairment
|
0
|
1,000
|
6.01.01.10
|
Share-based Payment
|
9,000
|
15,000
|
6.01.01.11
|
Allowance for Doubtful Accounts (Note
7.1)
|
2,000
|
123,000
|
6.01.01.13
|
Allowance for obsolescence and damages
(Note 9.1)
|
0
|
-13,000
|
6.01.01.15
|
Deferred Revenue
|
-265,000
|
-122,000
|
6.01.01.16
|
Loss or gain on lease
liabilities
|
-86,000
|
-45,000
|
6.01.02
|
Changes in Assets and
Liabilities
|
-4,482,000
|
-5,742,000
|
6.01.02.01
|
Accounts Receivable
|
-287,000
|
-725,000
|
6.01.02.02
|
Inventories
|
-920,000
|
268,000
|
6.01.02.03
|
Recoverable Taxes
|
-329,000
|
-34,000
|
6.01.02.04
|
Other Assets
|
-116,000
|
-251,000
|
6.01.02.05
|
Related Parties
|
-11,000
|
4,000
|
6.01.02.06
|
Restricted Deposits for Legal
Proceeding
|
2,000
|
0
|
6.01.02.07
|
Trade Payables
|
-3,071,000
|
-4,667,000
|
6.01.02.08
|
Payroll and Related Taxes
|
39,000
|
-86,000
|
6.01.02.09
|
Taxes and Social Contributions
Payable
|
111,000
|
19,000
|
6.01.02.10
|
Payments of provision for
risk
|
-42,000
|
-189,000
|
6.01.02.11
|
Deferred Revenue
|
178,000
|
3,000
|
6.01.02.12
|
Other Payables
|
-36,000
|
-3,000
|
6.01.02.13
|
Income Tax and Social
contribution,paid
|
0
|
-93,000
|
6.01.02.15
|
Received Dividends and Interest on own
capital
|
0
|
12,000
|
6.02
|
Net Cash of Investing
Activities
|
-675,000
|
-615,000
|
6.02.02
|
Acquisition of Property and Equipment
(Note 15.2)
|
-625,000
|
-495,000
|
6.02.03
|
Increase in Intangible Assets (Note
16.2)
|
-47,000
|
-120,000
|
6.02.04
|
Sales of Property and
Equipment
|
3,000
|
0
|
6.02.09
|
Acquisiton of investment
property
|
-6,000
|
0
|
6.03
|
Net Cash of Financing
Activities
|
2,552,000
|
799,000
|
6.03.01
|
Capital Increase
|
2,000
|
0
|
6.03.02
|
Proceeds from Borrowings and Financing
(Note 17.2)
|
3,310,000
|
2,734,000
|
6.03.03
|
Payments of Borrowings and Financing
(Note 17.2)
|
-321,000
|
-1,776,000
|
6.03.05
|
Payment of Dividends and Interest on own
Capital
|
-17,000
|
0
|
6.03.06
|
Resources obtained from Non-controlling
Interest
|
3,000
|
0
|
6.03.07
|
Acquisition of companies
|
0
|
-19,000
|
6.03.08
|
Transactions with Non-controlling
Interest
|
0
|
396,000
|
6.03.09
|
Payment of lease liability
|
-425,000
|
-536,000
|
6.04
|
Exchange rate changes in cash and cash
equivalents
|
156,000
|
0
|
6.05
|
Increase (Decrease) in Cash and Cash
Equivalents
|
-1,802,000
|
-4,425,000
|
6.05.01
|
Cash and Cash Equivalents at the
Beginning of the Period
|
7,954,000
|
8,080,000
|
6.05.02
|
Cash and Cash Equivalents at the End of
the Period
|
6,152,000
|
3,655,000
|
18
FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL
PREVIOUSLY ISSUED IN PORTUGUESE)
|
ITR – Interim Financial Information – March 31,2020
– COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO
|
Consolidated Interim Financial
Information / Statement of Changes in Shareholders' Equity 01/01/2020 to
03/31/2020
|
|
|
|
|
|
|
|
|
|
|
R$ (in thousands)
|
|
|
|
|
|
|
|
|
Code
|
Description
|
Share
Capital
|
Capital Reserves,
Options Granted
and
Treasury Shares
|
Earnings
Reserves
|
Retained
Earnings/ Accumulated Losses
|
Other
comprehensive Income
|
Shareholders'
Equity
|
Non-Controlling
Interest
|
Consolidated
Shareholders'
Equity
|
5.01
|
Opening balance
|
6,857,000
|
447,000
|
3,529,000
|
0
|
107,000
|
10,940,000
|
2,571,000
|
13,511,000
|
5.03
|
Adjusted opening balance
|
6,857,000
|
447,000
|
3,529,000
|
0
|
107,000
|
10,940,000
|
2,571,000
|
13,511,000
|
5.04
|
Capital Transactions with Shareholders
|
2,000
|
9,000
|
0
|
-1,000
|
0
|
10,000
|
-62,000
|
-52,000
|
5.04.01
|
Capital Increases
|
2,000
|
0
|
0
|
0
|
0
|
2,000
|
0
|
2,000
|
5.04.03
|
Share based expenses
|
0
|
7,000
|
0
|
0
|
0
|
7,000
|
0
|
7,000
|
5.04.06
|
Dividends
|
0
|
0
|
0
|
0
|
0
|
0
|
-62,000
|
-62,000
|
5.04.08
|
Share based expenses of
Subsidiaries
|
0
|
2,000
|
0
|
0
|
0
|
2,000
|
0
|
2,000
|
5.04.11
|
Éxito subsidiary donations
|
0
|
0
|
0
|
-1,000
|
0
|
-1,000
|
0
|
-1,000
|
5.05
|
Total Comprehensive Income
|
0
|
0
|
0
|
-142,000
|
384,000
|
242,000
|
148,000
|
390,000
|
5.05.01
|
Net Income for the
Period
|
0
|
0
|
0
|
-130,000
|
0
|
-130,000
|
21,000
|
-109,000
|
5.05.02
|
Other Comprehensive Income
|
0
|
0
|
0
|
-12,000
|
384,000
|
372,000
|
127,000
|
499,000
|
5.05.02.04
|
Foreign currency translation
|
0
|
0
|
0
|
-12,000
|
391,000
|
379,000
|
128,000
|
507,000
|
5.05.02.06
|
Defined benefit plan
|
0
|
0
|
0
|
0
|
-2,000
|
-2,000
|
0
|
-2,000
|
5.05.02.08
|
Cash Flow Hedge
|
0
|
0
|
0
|
0
|
-4,000
|
-4,000
|
-1,000
|
-5,000
|
5.05.02.09
|
Income taxes related to other
comprehensive income
|
0
|
0
|
0
|
0
|
-1,000
|
-1,000
|
0
|
-1,000
|
5.06
|
Internal Changes of Shareholders’
Equity
|
0
|
0
|
59,000
|
0
|
0
|
59,000
|
1,000
|
60,000
|
5.06.05
|
Transactions with Non-controlling
Interests
|
0
|
0
|
59,000
|
0
|
0
|
59,000
|
1,000
|
60,000
|
5.07
|
Closing Balance
|
6,859,000
|
456,000
|
3,588,000
|
-143,000
|
491,000
|
11,251,000
|
2,658,000
|
13,909,000
|
19
FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL
PREVIOUSLY ISSUED IN PORTUGUESE)
|
ITR – Interim Financial Information – March 31,2020
– COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO
|
Consolidated 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
Reserves
|
Retained
Earnings/ Accumulated Losses
|
Other
comprehensive Income
|
Shareholders'
Equity
|
Non-Controlling
Interest
|
Consolidated
Shareholders'
Equity
|
5.01
|
Opening balance
|
6,825,000
|
413,000
|
3,062,000
|
0
|
-66,000
|
10,234,000
|
2,925,000
|
13,159,000
|
5.03
|
Adjusted opening balance
|
6,825,000
|
413,000
|
3,062,000
|
0
|
-66,000
|
10,234,000
|
2,925,000
|
13,159,000
|
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
|
Interest on own Capital
|
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
|
126,000
|
-7,000
|
119,000
|
64,000
|
183,000
|
5.05.01
|
Net Income for the
Period
|
0
|
0
|
0
|
126,000
|
0
|
126,000
|
64,000
|
190,000
|
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
|
5.05.02.09
|
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
|
2,978,000
|
126,000
|
-73,000
|
10,282,000
|
3,284,000
|
13,566,000
|
20
FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL
PREVIOUSLY ISSUED IN PORTUGUESE)
|
ITR – Interim Financial Information – March 31,2020
– COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO
|
Consolidated Interim Financial
Information / Statement of Value Added
|
|
|
|
|
R$ (in thousands)
|
|
|
|
|
|
|
Code
|
Description
|
Year
to date current period
01/01/2020 to
03/31/2020
|
Year
to date previous period
01/01/2019 to
03/31/2019
|
7.01
|
Revenues
|
21,637,000
|
13,842,000
|
7.01.01
|
Sales of Goods, Products and
Services
|
21,644,000
|
13,828,000
|
7.01.02
|
Other Revenues
|
-1,000
|
15,000
|
7.01.04
|
Allowance for/Reversal of Doubtful
Accounts
|
-6,000
|
-1,000
|
7.02
|
Products Acquired from Third
Parties
|
-17,556,000
|
-11,289,000
|
7.02.01
|
Costs of Products, Goods and Services
Sold
|
-15,839,000
|
-10,169,000
|
7.02.02
|
Materials, Energy, Outsourced Services
and Other
|
-1,717,000
|
-1,120,000
|
7.03
|
Gross Value Added
|
4,081,000
|
2,553,000
|
7.04
|
Retention
|
-604,000
|
-358,000
|
7.04.01
|
Depreciation and Amortization
|
-604,000
|
-358,000
|
7.05
|
Net Value Added Produced
|
3,477,000
|
2,195,000
|
7.06
|
Value Added Received in
Transfer
|
127,000
|
62,000
|
7.06.01
|
Share of Profit of Subsidiaries and
Associates
|
-66,000
|
-18,000
|
7.06.02
|
Financial Revenue
|
199,000
|
26,000
|
7.06.03
|
Other
|
-6,000
|
54,000
|
7.07
|
Total Value Added to
Distribute
|
3,604,000
|
2,257,000
|
7.08
|
Distribution of Value Added
|
3,604,000
|
2,257,000
|
7.08.01
|
Personnel
|
1,821,000
|
1,073,000
|
7.08.01.01
|
Direct Compensation
|
1,219,000
|
713,000
|
7.08.01.02
|
Benefits
|
306,000
|
224,000
|
7.08.01.03
|
Government Severance Indemnity Fund for
Employees (FGTS)
|
74,000
|
65,000
|
7.08.01.04
|
Other
|
222,000
|
71,000
|
7.08.01.04.01
|
Profit (cost) sharing
|
222,000
|
71,000
|
7.08.02
|
Taxes, Fees and Contributions
|
1,244,000
|
639,000
|
7.08.02.01
|
Federal
|
200,000
|
364,000
|
7.08.02.02
|
State
|
921,000
|
194,000
|
7.08.02.03
|
Municipal
|
123,000
|
81,000
|
7.08.03
|
Value Distributed to Providers of
Capital
|
648,000
|
355,000
|
7.08.03.01
|
Interest
|
633,000
|
345,000
|
7.08.03.02
|
Rentals
|
15,000
|
10,000
|
7.08.04
|
Value Distributed to Shareholders
|
-109,000
|
190,000
|
7.08.04.01
|
Interest on shareholders' equity
|
0
|
137,000
|
7.08.04.03
|
Retained Earnings/ Accumulated Losses
for the Period
|
-130,000
|
-11,000
|
7.08.04.04
|
Noncontrolling Interest in Retained
Earnings
|
21,000
|
64,000
|
21
São
Paulo, May 13, 2020 – GPA [B3: PCAR3;
NYSE: CBD] announces its results for the 1st quarter of 2020 (1Q20). All
comparisons are with the same period in 2019, except where stated otherwise. 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. GPA acquired 96.57% of the capital stock of Éxito on November 27,
2019 and hence Éxito’s results were fully consolidated in the 1Q20
results.
1Q20 EARNINGS RELEASE
Comments below refer to numbers before the application
of IFRS 16, except unless otherwise indicated. The Grupo Éxito’s operations
related to 1Q20 are included in GPA’s consolidated results.
The variations vs 1Q19 are for comparison purposes
only.
Operating and Financial
Performance
|
|
Consolidated gross sales revenue of R$ 21.6 billion in 1Q20, +56.5% in total sales
and +15.0% pro forma1, with strong growth across all operations
of the group. Sales grew significantly in all formats since the onset of
the pandemic, confirming the effectiveness and strong adherence of the
models to clients’ needs;
● GPA Brazil2: R$ 15.9 billion, a significant increase of 15.0%,
growth significantly above the competition,
+23.8% in total sales, which resulted in the
largest increase in penetration in SP households in the sector (+190 bps
vs 1Q19), confirming the strengthening of this business model and its
successful expansion (with record store openings: 40 stores in 2018 and
2019, which already account for 25% of the banner’s sales). In addition,
the strong resumption of growth at
Multivarejo
deserves mention, with total sales growing 6.1%, driven by growth in all
formats due to the maturation of the portfolio, which was optimized in
last year, and the successful commercial dynamics in the
quarter;
● Grupo Éxito: R$
5.7 billion, significant growth of 14.5% pro forma, highlighting the
performance of the innovative formats such as Wow (+15%), FreshMarket
(+25%), Surtimayorista (+14%) and growth of e-commerce;
Consolidated gross profit came to R$4.1 billion in 1Q20, +48.5% vs. 1Q19 and
+4.6% pro forma, with gross margin of 21.1%, reflecting the excellent
performance of the operation in Brazil and the first consolidation of the
Grupo Éxito’s operation;
● GPA Brazil2: R$
2.9 billion, +4.1% vs. 1Q19, with margin of 20.0%, driven by the
accelerated maturation of the new Assaí stores, which added 30 bps vs.
1Q19, as well as the strong recovery of Multivarejo (significant increase
of 110 bps vs. 4Q19), with operational improvements resulting from the
successful commercial management during the quarter;
● Grupo Éxito: R$
1.2 billion, +5.6% vs. 1Q19 pro forma, with a significant margin of 24.4%,
in line with the Company’s expectations, ensuring strong competitiveness
in the countries where the group operates;
Consolidated Adjusted EBITDA came to R$ 1.2 billion, up 38.3% from 1Q19 and
+2.0% pro forma, with margin of 6.1%, confirming the positive trend in the
Brazil operations and the first consolidation of the Grupo Éxito’s
operation;
● GPA Brazil2: R$
988 million, up 9.6% from 1Q19, and margin of 6.8%, driven by the solid
performance of Assaí and strong recovery by Multivarejo which, besides
streamlining its operations, reduced its SG&A significantly by
5.7%;
●
Grupo Éxito: R$
289 million, down 5.8% from 1Q19, and margin of 5.7%, driven by the
continuous control of expenses, despite the challenging
scenario.
|
|
|
|
Leverage
|
|
●
Net debt/EBITDA3 ratio of 2.5x, with deleveraging expected in the
coming quarters through operating cash flows and opportunities for
potential monetization of mature and non-core assets of approximately R$
3.3 billion.
●
The Company ended 1Q20 with a solid financial position, consisting of R$6.1 billion in cash, equivalent
to 120% of its short-term debt (vs. 103% in 1Q19). In addition, the
portfolio of unsold receivables totaled R$ 433 million, and we further
strengthened cash balance through a new credit line contracted at the end
of April, for a total of R$ 500 million, with a two-year maturity,
demonstrating an adequate level of liquidity in view of the Company's
future obligations.
|
|
|
|
Capex
|
|
●
Investments of GPA Consolidated came to R$ 673 million in the quarter. In line
with the strategy to strengthen the portfolio, one Assaí store, one Minuto
Pão de Açúcar store, one gas station and two Surtimayorista stores in
Colombia were inaugurated during the quarter.
●
The Company reaffirms its expansion and optimization
plan;
however, due to the pandemic scenario, a few changes in deadlines or
postponements may occur. Currently, 17 Assaí stores (three conversions)
are under construction. The plan is advancing consistently and the
conversions of Extra Super stores into Mercado Extra and Pão de Açúcar
into the G7 model should be concentrated towards the year-end, along with
new store openings in the Pão Açúcar and Minuto Pão de Açúcar formats.
|
1
Proforma: results of Grupo Éxito in 1Q19 included in consolidated for
comparability purposes only;
2
GPA Brazil: GPA Food Business Brazil, does not include results from other
complementary businesses
3
Pre-IFRS16 adjusted, accumulated in the last 12 months
22
Events subsequent to the reporting
period:
● Distribution of dividends
of Grupo Éxito in the
amount of approximately R$ 1.2
billion, which will help deleverage GPA Brazil’s
operation;
● Approval of the distribution of dividends amounting to R$ 155.9
million, corresponding to R$ 0.58 per common share, with
payout of 25% in
2019.
1Q20 RESULTS
(1) GPA Food
Business BrazilResults do not include the result of other complementary
businesses. (2) Operating income before interest, taxes, depreciation and
amortization. (3) Adjusted for Other Operating Income and Expenses. PS: Tax
credits were not materially different from previous
quarters.
“The
first quarter of 2020 was marked by important operational advances across all
business formats, thanks to the strategic initiatives rolled out by the Company,
both in Brazil, as well as in Colombia, Uruguay and Argentina. We remain focused
on the continuous improvement and operational efficiency of our businesses,
overcoming major challenges especially during the pandemic period experienced
worldwide. Our digital ecosystem continues to be further strengthened, supported
by a technological infrastructure and very efficient processes, which have
allowed us to triple our operational capacity and anticipate the projects
planned for one year, in a few weeks, further strengthening our leadership
position in the food e-commerce in South America. Health security has become an
attribute in our operations, characterized as an essential factor in business
sustainability. The adherence to the hygiene and safety protocols that we have
implemented in all countries where we operate now places us on a new level, in
accordance with a new reality of society and the new scenario that is ahead of
us. Likewise, we remain focused and increasingly firm in maintaining social
actions in a more and more robust solidarity network. We continue to work to
that our customers in Brazil and South America have access to the products they
need, making their purchases in safety, and the 1Q20 results assure us that we
are on the right direction.”
Peter
Estermann - CEO of GPA
23
I. OPERATING PERFORMANCE BY BUSINESS
Assaí
1Q20
Gross sales revenue grew by over
R$1.6 billion, totaling R$8.5 billion in the quarter. The strong growth of 23.8%
was driven by the successful expansion of 40 stores in the last 24 months, which
already account for 25% of total sales of the banner. The banner gained over 2.5
million new clients and reported
higher sales volume and increase in same-store sales of
7.1%. In the quarter, one Assaí store was opened in the state of
Pernambuco, the 167th of the banner, in line with the strategy of
expanding its stores in other regions of Brazil.
Currently, 17
Assaí stores (three conversions) are under construction, confirming the banner’s
ongoing expansion plan.
Gross profit
came to R$1.2 billion, with margin of 15.6% (30 bps
higher than in 1Q19), due to: (i) the accelerated maturation of the recent
expansion, (ii) the adequate level of competitiveness in the quarter, with
reduced promotional activity in the last two weeks of March, (iii) the higher
participation of individual consumers in total sales (which reached 70% in 1Q20
vs. approximately 50% before the pandemic) and (iv) the lower participation of
business clients in total sales.
For one more
quarter, the increase in selling,
general and administrative expenses was lower
than the increase in sales revenue, corresponding to 9.2% of net sales revenue
(down 30 bps. from 1Q19), due to consistent and rigorous control of
expenses.
Adjusted
EBITDA maintained the consistent growth observed in recent
quarters, growing 33.6% to R$503 million, with margin of 6.4% in 1Q20 (up 50
bps. from 1Q19), reflecting the increase in gross margin and control of
expenses.
24
Multivarejo
1Q20
Gross revenue
totaled R$7.3 billion in 1Q20 (+6.1% vs. 1Q19), driven
by the maturation of renovated and converted stores, as well as the
implementation of successful commercial strategies and higher purchases by
clients during the second half of March due to the pandemic scenario. Food
e-commerce also contributed positively to business evolution, growing 82%,
corresponding to 3% of Multivarejo's revenues and 7% of Pão de Açúcar revenues.
Sales grew across all banners, with formats demonstrably better adapted to the
demands of consumers. Same-store sales grew 6.6% in the period.
Gross profit
was R$1.7 billion, with margin of 25.1% (up 110 bps from
4Q19), demonstrating better commercial management and greater operational
efficiency. Since early February, an in-depth revision of the category mix and
product mix was carried out, which resulted in: (i) optimization of the pricing
model, (ii) reduction of the need for investments in promotions, (iii)
improvement in negotiations and higher penetration of private-label (which
currently account for 14% of Multivarejo sales). Initiatives were also
implemented to reduce shrinkage level (-40 bps vs. 4Q19), through greater
integration of store supply practices.
Selling,
general and administrative expenses declined
sharply by 5.7% from 1Q19 (significant decrease of 240 bps as a percentage of
net sales revenue), demonstrating the continuous discipline in controlling and
reducing expenses, without any impact on the service offered. Most of the
savings in the quarter were concentrated in marketing, maintenance, IT and
corporate expenses. It is worth mentioning that the maturation of renovated and
converted stores also contributed to a higher dilution of expenses through
significant sales growth during the period.
Adjusted
EBITDA totaled R$485 million, with margin of 7.2% (up 100 bps
from 4Q19), reflecting the strong recovery of sales growth, as well as the
excellent management to reduce and control expenses, despite the formidable
challenges related to the pandemic.
25
Digital Ecosystem
▪
The e-commerce
operation registered 82% growth in the quarter, considering all delivery
models. The Express model was implemented in 130 stores (vs. 77
stores in 1Q19), growing 86% when compared to 1Q19 and currently is present in
260 stores. “Click & Collect” was implemented in 125 stores, with growth of
129%. Two new dedicated distribution centers were opened in the quarter to
sustain the accelerated growth of the operation. The “paodeacucar.com” and
“clubeextra.com.br” websites registered growth of 76% in customers and 150% in
number of accesses compared to 1Q19, and online sales already account for 3% of
gross sales revenue at Multivarejo and 7% at Pão de Açúcar,
consolidating and strengthening the Company’s leadership position in the online
food segment.
▪
GPA’s loyalty apps
totaled more than 12 million downloads, accounting for a significant share,
reaching 3.3 million unique Monthly Active Users (MAU), up 30% from 1Q19. Sales
originated by the “Pão de Açúcar Mais” and “Clube Extra” apps already represent
around 50% of total sales in the e-commerce operation. Moreover, “Stix
Fidelidade” is still under development and is currently prospecting business
partners that will further strengthen the program.
▪
James Delivery ended the
quarter serving 19 cities (currently it already serves 25 cities and is active
in 134 stores), and has registered 2.5 million downloads. James Delivery
registered a sales growth of 8 times in comparison with 1Q19, accompanied by a
130% increase in average ticket. GMV registered a robust growth of 42 times in
the retail vertical, due to (i) the maturation of the regions served, (ii)
the higher physical and technological integration with Multivarejo, (iii)
partnerships with the Raia Drogasil and Iguatemi chains. We continue to develop
new solutions through the app and, in April, we launched “James Prime,” a model
that can receiver a higher number of orders per client.
▪
The foodtech Cheftime
continued to register average monthly growth of over
40%. In 1Q20, we concluded the renovation of its production center (expanding
the pizza, esfiha and meals categories), redesigned the production of sushi at
stores and improved the digital experience with a new sales model: delivery
restaurants/dark kitchens in the James Delivery app, delivering ready-to-eat
meals prepared at stores located in strategic areas.
26
Grupo Éxito
GPA acquired
96.57% of the capital stock of Grupo Éxito on November 27, 2019. Therefore,
Grupo Éxito’s results are being considered in Consolidated GPA only in 1Q20.
Growth and variation figures in relation to 1Q19 are merely for comparison
purposes.
Gross sales
totaled R$5.7 billion in 1Q20, with significant growth
of 14.5% in total sales and same-store sales grew 12.1%, confirming the positive
trend observed in recent quarters, with growth across all formats and
regions. The
quarterly highlights were the strong performance by Colombia, driven by the
Éxito Anniversary Campaign and higher sales volume in the second half of March,
the increase in sales in both Uruguay, which had an excellent tourist season,
and in Argentina, which reported sales growth above inflation despite a
challenging economic scenario in the country.
Gross
profit was R$1.2 billion, up 5.6% from 1Q19, with margin of
24.4%, which is an extremely healthy for the group’s retail operations in all
the countries where it operates. Gross margin decreased 210 bps compared to the
pro forma in the same period last year, mainly due to the accounting
reclassifications made in 1Q20 between the Selling, General and Administrative
Expenses lines and costs, as well as the lower contribution from complementary
businesses, which had a different commercial dynamic due to Covid-19, as well as
the need for more promotional efforts in Uruguay and Argentina.
Selling,
general and administrative expenses totaled R$
945 million, up 7.1% from 1Q19, equivalent to 18.5% of net sales (vs. 19.9% in
1Q19), reflecting the same impact of accounting reclassifications in 1Q20. Even
if we excluded this effect, expenses would have declined as a percentage of net
sales, demonstrating the continuous efforts to control and reduce
expenses.
Adjusted
EBITDA totaled R$289 million (-5.8% vs. 1Q19), with
significative margin of 5.7%, reflecting the above factors.
27
II. OTHER INCOME AND EXPENSES
Other Income
and Expenses came to an expense of R$273 million, mainly related to the
following: (i) expenses with the integration of Latin America assets and
restructuring of Brazilian operations (closures and conversions); (ii) tax
contingencies; and (iii) non-recurring impacts to meet increased demand in all
operations on account of the pandemic scenario.
We expect the
possible assets monetization, earlier mentioned in this report, to positively
impact this line over the coming quarters so that it remains stable level at the
end of the year in comparison with the previous year.
III. FINANCIAL RESULT
Net financial
result of GPA Consolidated was R$426 million, equivalent to 2.2% of net sales.
Due to the adoption of IFRS 16, the financial result now includes
Interest on lease liability, which
totaled R$212 million in the quarter. Considering the net financial result
without the effect of Interest on lease liability, amounting to R$ 214 million,
the main variations were:
●
Financial income: increase of
R$ 47 million from 1Q19; mainly due to the higher average cash balance
invested;
●
Financial expenses (including the cost of receivables
discount): increase
of R$ 91 million from 1Q19, due to higher interest expenses caused by the
increase in gross debt with the acquisition of Grupo Éxito;
●
Net effect of exchange
variation: increase of R$ 33 million from 1Q19; resulting in an expanse of R$ 28 million, mainly due to the sharp devaluation of the
Brazilian real and Colombian peso on the company’s imports.
28
IV. NET INCOME
Consolidated
GPA ended 1Q20 with a net loss of controlling shareholders of R$ 130 million,
mainly explained by a greater depreciation with the Grupo Éxito’s consolidation
and a higher cost of debt (impact of R$ 92 million on the financial result with
the restructuring and optimization of Latin America operations).
Excluding the
impact of other income and expenses, GPA Consolidated would have registered net
income of R$ 65 million in 1Q20.
29
V. NET DEBT
In order to calculate the indicators in the table below,
the Company does not consider the lease liabilities related to IFRS 16.
(1)
Adjusted EBITDA before IFRS 16 in the last 12 months.
Net debt adjusted by the balance of unsold receivables
totaled R$ 10.8 billion for GPA Consolidated, equivalent to 2.5 times net
debt/adjusted EBITDA(1), mainly reflecting the funding operation for
the acquisition of Grupo Éxito. The higher leverage is in line with the
Company’s plan and remains at an adequate level.
The Company ended 1Q20 with a solid financial position
of R$ 6.1 billion in cash, equivalent to 120% of its short-term gross debt (vs.
103% in 1Q19). Moreover, the balance of unsold receivables totaled R$ 433
million, and we further strengthened cash balance through a new credit line
contracted at the end of April, for a total of R$ 500 million, with a two-year
maturity, demonstrating an adequate level of liquidity in view of the Company's
future obligations.
It
is also worth mentioning the subsequent event to the quarter, regarding the
distribution of dividends by Grupo Éxito in the amount of R$ 1.2 billion, which
will be used to amortize debt.
The Company can use the strong operating cash flow, as
well as the potential monetization of other non-core assets such as land and
buildings, amounting to R$ 3.3 billion, and other opportunities for divesting
its interest in subsidiaries to reduce its leverage in the future.
30
VI. INVESTMENTS
In 1Q20,
investments in Brazil totaled R$ 591.3 million, net of asset sales, which went
to the expansion of an Assaí store, a Minuto Pão de Açúcar store and a gas
station.
Investments
in Grupo Éxito totaled R$ 81.7 million, with the opening of two Surtimayorista
stores (cash and carry model that already has 32 stores and registered 14% sales
growth in the quarter).
VII. STORE PORTFOLIO CHANGES BY BANNER -
BRAZIL
The Company
reaffirms its plan for expansion, conversion and renovation of stores. However,
in light of the new coronavirus (Covid-19) pandemic, works could be
postponed.
31
VIII. Coronavirus (Covid-19)
The World
Health Organization (WHO) classified the new coronavirus (Covid-19) outbreak as
a global pandemic on March 11, 2020, a fact that changed the relations and
habits of various consumers. The impacts on our operation were gradually noticed
after this declaration by the WHO and, especially, after the first decree on
quarantine and social distancing announced by the São Paulo state government and
later by other states.
▪
Key effects observed (March 14 to 31):
(i) change in the product mix; (ii) less frequent but higher volume purchases;
(iii) higher share of individual consumers in Assaí; (iv) expansion and
strengthening of the digital ecosystem (+82% in food e-commerce, +4.200% in GMV
of retail vertical of James Delivery, +130% in the average ticket of James
Delivery and +90% in the number of ready and semi-ready meals at
Cheftime);
▪
Key measures implemented (March 14 to
31): (i) partnership with industry to guarantee the supply
of basic and essential products to people; (ii) 15% increase in stocks of
essential products; (iii) maintenance of the pricing policy and scale-down in
promotional efforts to maintain adequate level of products on store shelves;
(iv) special credit for clients to purchase food products; (v) adaptation
of store hours; (vi) safety/precautionary measures adopted for clients and
employees; (vii) increase in the number of stores serving the Express model;
(viii) inauguration of two new e-stores; (ix) integration of James Delivery
operation with websites and apps; (x) around 5,000 temporary workers hired; (xi)
solidarity actions in the form of donation of food, hygiene and cleaning
products.
For further
information on the impacts of coronavirus on the Group's operations, access the
sales report released on April 22, 2020, available on the Company's Investor
Relations website.
32
IX. CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheet
33
Income Statement - 1Q20
34
Cash Flow – Consolidated (*)
35
X. BREAKDOWN OF SALES BY BUSINESS -
BRAZIL
XI. BREAKDOWN OF SALES (% of Net Sales) -
BRAZIL
36
1Q20 Results Conference Call and
Webcast
Thursday, May 14, 2020
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) 717-9627 or +1 (844) 204-8942
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
Phone: 55 (11) 3886-0421
gpa.ri@gpabr.com
www.gpari.com.br
|
Disclaimer: Statements contained in this release relating to the
business outlook of the Company, projections of operating/financial results,
growth prospects of the Company and market and macroeconomic estimates are
merely forecasts and are based on the beliefs, plans and expectations of
Management in relation to the Company’s future. These expectations are highly
dependent on changes in the market, Brazil’s general economic performance, the
industry and international markets, and hence are subject to change.
37
APPENDIX
Company’s Business:
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 comparability and analysis of results.
Consolidated: Amounts
reported refer to the sum of the operations of Food – Brazil, Grupo Éxito,
Cdiscount and other businesses of the Company.
Discontinued Activities: Refer to
Via Varejo operations until May 2019 and other subsequent effects related to the
write-off of investments.
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 bought back at the market, as
applicable.
Equity
instruments that will or may be settled with the Company and its subsidiaries’
shares are only included in the calculation when their settlement has a dilutive
impact on earnings per share.
EBITDA: EBITDA is
calculated in accordance with Instruction 527 issued by the Securities and
Exchange Commission of Brazil (CVM) on October 4, 2012.
Food – Brazil: Amounts
reported refer to the sum of Assaí and Multivarejo operations.
Growth and Changes: The growth
and changes presented in this document refer to variations from the same period
last year, except where stated otherwise.
Grupo Éxito: Amounts
reported refer to Grupo Éxito’s operations in Colombia, Uruguay and Argentina.
GPA acquired 96.57% of the capital stock of Grupo Éxito on November 27,
2019.
38
Grupo Éxito: Amounts
reported refer to Grupo Éxito’s operations in Colombia, Uruguay and Argentina.
GPA acquired 96.57% of the capital stock of Grupo Éxito on November 27,
2019.
Retail vertical: Corresponds to sales of James Delivery in the Pão de
Açúcar, Extra and Minuto Pão de Açúcar operations.
Same-store growth: Same-store
growth, as mentioned in this document, is adjusted by the calendar effect in
each period.
39
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(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 "Pão de
Açúcar, “Minuto Pão de Açúcar”, "Extra Hiper ", “Extra Super/Mercado Extra”,
“Minimercado Extra”, “Compre Bem”,“Assai”, and the neighborhood shopping mall
brand “Conviva”. The Group’s headquarters are located in the city of São Paulo,
State of São Paulo, Brazil.
On November 27, 2019, the Company
acquired of Casino the control of Almacenes Éxito SA (“Éxito”), a Colombian
company operating in this country under the supermarket and hypermarket flags
Éxito, Carulla, Super Inter, Surtimax and Surtimayorista, in Argentina under the
Libertad banner and in Uruguay having Disco and Devoto. Additionally, Éxito
operates shopping centers in Colombia under the Viva brand. The operations of
Éxito and its subsidiaries will be considered as an international operating
segment Éxito Group in note 30. Further details of the acquisition can be seen
in note 13 of these financial statements. The shares are traded on the
Colombian Stock Exchange (CSE).
The Company's investments in
retail activities in the electronics and e-commerce segments related to Via
Varejo S.A. were presented as discontinued operations and were alienated in June
2019 (see note 12.3), and represented the stores under the brands “Ponto Frio”
and “Casas Bahia", as well as the e-commerce platforms “CasasBahia.com,”
“Extra.com”, “Pontofrio.com” and “Barateiro.com”.
The Company’s shares are listed on
the São Paulo Stock Exchange (B3 – Brasil, Bolsa, Balcão) called Novo Mercado,
level 1 of Corporate Governance under the ticker symbol “PCAR3”, and on the New
York Stock Exchange (ADR level III), under the ticker symbol “CBD”.
The Company, through Wilkes Participações S.A. (“Wilkes”),
and its ultimate parent company is Casino Guichard Perrachon (“Casino”), French
company listed on Paris Stock Exchange.
1.1. GPA in “Novo Mercado”
On December 30, 2019, the
Company's shareholders at the Extraordinary General Meeting approved the
admission of the Company to the Novo Mercado of B3 SA - Brasil, Bolsa, Balcão
(“B3”), the conversion of all preferred shares into common shares, in the
proportion of one common share for each preferred share. On February 14, 2020,
B3 approved the admission of GPA to the special listing segment “Novo Mercado”.
On March 2, 2020 the conversion process of preferred shares into common shares
was concluded and GPA started to trade on the Novo Mercado.
1.2. Impacts of the pandemic on the Company's quarterly
information
The Company has been monitoring the progress of COVID-19
(Coronavirus) and its impacts on its operations. Several actions were taken by
the administration, among which we highlight the creation of a crisis committee
formed by the senior management, which takes decisions in line with the
recommendations of the Ministry of Health, local authorities and professional
associations.
The Company has adopted all possible measures to mitigate
the transmission of the virus in stores, distribution centers and offices, such
as: frequent cleaning, safety / protection items for employees, flexible working
hours, adoption of telework, among other decisions.
Since the beginning of the COVID-19 outbreak, our stores
have remained open, in addition to the important evolution of our e-commerce
formats. The Company has an important commitment to society to continue taking
products to our consumers. We had no problems in supplying the industries that
continued to supply our distribution centers and stores.
On March 10, 2020, the CVM issued circular letter CVM-SNC
/ SEP No. 02/2020, instructing publicly-held companies to carefully assess the
impacts of COVID-19 on their businesses and report the main risks in the
quarterly information and uncertainties arising from this analysis, observing
the applicable accounting standards.
40
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
Accordingly, the Company carried out a complete analysis
of the quarterly information, in addition to renewing the analyzes on the
Company's operational continuity. The main themes evaluated were:
·
There were no impacts on revenues, and other lines of
results, compared to the Company's budgets that would lead to the revaluation of
asset impairment tests;
·
We assessed the realization of the balances of accounts
receivable from credit card operators, customers, galleries in our stores, real
estate rentals and understand that there is no need at this time to record
additional provisions to those already registered;
·
As for inventories, we do not foresee the need for
adjustment for realization;
·
Financial instruments already reflect the market
assumptions in their valuation, and there are no additional exposures not
disclosed in this quarterly information. The Company is not exposed to
significant financing in US dollars; and
·
Finally, the Company does not, for the moment, foresee any
additional needs for obtaining financing at the time of the crisis.
In summary, according to management's estimates and
monitoring the impacts of the pandemic, there are no effects that should be
recorded in the Company's quarterly information, nor are there any effects on
the Company's continuity and / or estimates that would justify changes in the
conclusions of this information quarterly. The Company will continue to monitor
and assess the impacts and, if necessary, make the necessary
disclosures.
1.3. Sale and Leaseback
In accordance with Company´s
strategy of asset monetization, was material fact was disclosed on March 5,
2020, that the Company entered into a Sale and Leaseback transaction with
investment funds administered by BRL Trust Distribuidora de Títulos e Valores
Mobiliários S.A. and managed by TRX Gestora de Recursos Ltda., pursuant to the
signing of a “Private Instrument of Commitment of Purchase and Sale of Real
Estate Properties and Real Surface Law Institution”. The purpose of the
Instrument is the sale of 43 properties owned by GPA, located in the States of
São Paulo, Rio de Janeiro, Mato Grosso do Sul, Goiás, Bahia, Sergipe,
Pernambuco, Piauí and Paraíba and in the Federal District, for the total amount
of R$1,246, 95% of this amount will be paid in the second quarter of 2020.
Observing that the parties will enter into lease agreements for each of the
Properties, on the closing date of the transaction, with a 15-year term,
renewable for the same period, ensuring the continuity of GPA operations in the
Properties with sustainable financial conditions. The effect of the transaction
on GPA´s net income will be practically neutral. The completion of the
Properties acquisition is subjected to the fulfillment of certain suspensive
conditions already foreseen to happen during the second quarter of
2020.
2. Basis of preparation
The individual and consolidated
interim financial information has been prepared in accordance with IAS 34 -
Interim Financial Reporting issued by the International Accounting Standard
Board (“IASB”) and CPC 21 (R1) - Interim Financial Reporting and presented
consistently with the standards approved and issued by the Brazilian Securities
and Exchange Commission (“CVM”) applicable to the preparation of interim
financial information – ITR.
The individual and consolidated
financial statements is being presented in millions of Brazilian Reais (“R$”),
which is the reporting currency of the Company. The functional currency of
associates and subsidiaries located abroad is the local currency of each
jurisdiction.
The individual and consolidated
interim financial information for the quarter ended March 31, 2020 were approved
by the Board of Directors on May 13, 2020.
In June 14,
2019, the Company concluded the sale process of the subsidiary Via Varejo SA
(see note 12.3). The Via Varejo's results in the statements of income and added
value for the period ended March 31, 2019 are presented in a single line, considering the
application of the technical pronouncement CPC 31/IFRS 5 - Non-current assets
held for sale and Discontinued Operation. The cash flow statements presented
include the continuing and discontinued operations in line with technical
pronouncement CPC31/IFRS 5.
41
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
The
information referring to the basis of consolidation, did not change
significantly compared to that disclosed in the 2019 annual financial
statements, in note 12.
3. 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 3 and each corresponding note of the
financial statements for the year ended December 31, 2019 and therefore should
be read in conjunction.
4. Adoption of new standards, amendments and interpretations
of standards issued by the CPC and published standards
4.1. Presentation of the retrospective effects of CPC 06
(R2)/IFRS 16 and Circular Letter SEP/nº2/2019
As disclosed in the Financial
Statement for the year ended December 31, 2019, the Company opted for the
adoption of the full retrospective approach as a transition method on January 1,
2019, with effects from the beginning of the first practicable period and,
consequently, the comparative periods were restated considering: (i) use of the
nominal incremental rate; (ii) present value of cash flows of full lease
payments, without any exclusion of recoverable taxes (iii) term of improvements
in third-party properties in which significant improvements were considered
individually by contract on the decision to extend the contractual term
reasonably certain.
According to the IFRIC meeting on
November 26, 2019 on the lease agreement term and the amortization period for
the improvements, the Company reassessed its assumptions about the extension of
the lease agreements and restated the statements of income for the quarter ended
March 31, 2019 and cash flows for the same period to allow comparison with the
interim financial information presented on March 31, 2020.
42
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
Statement of
operation
|
Parent
Company
|
|
Consolidated
|
|
03.31.2019
|
|
03.31.2019
|
|
As originally
presented
|
IFRS16
effects
|
Restated
|
|
As originally
presented
|
IFRS16
effects
|
Restated
|
|
|
|
|
|
|
Cost of sales
|
(4,432)
|
2
|
(4,430)
|
|
(9,913)
|
1
|
(9,912)
|
Gross profit
|
1,804
|
2
|
1,806
|
|
2,796
|
1
|
2,797
|
Operating income (expenses)
|
|
|
|
|
|
|
|
Selling expenses
|
(1,128)
|
(11)
|
(1,139)
|
|
(1,672)
|
(11)
|
(1,683)
|
Depreciation and amortization
|
(235)
|
6
|
(229)
|
|
(329)
|
4
|
(325)
|
Equity in earnings
|
158
|
(1)
|
157
|
|
(17)
|
(1)
|
(18)
|
Other operation expenses, net
|
(50)
|
-
|
(50)
|
|
(51)
|
2
|
(49)
|
Profit from
operations before net financial expenses
|
364
|
(4)
|
360
|
|
458
|
(5)
|
453
|
Net financial expenses
|
(236)
|
(14)
|
(250)
|
|
(289)
|
(13)
|
(302)
|
Income before
income tax and social
|
128
|
(18)
|
110
|
|
169
|
(18)
|
151
|
Income tax and social contribution
|
50
|
5
|
55
|
|
(19)
|
4
|
(15)
|
Net income from
continued operations
|
178
|
(13)
|
165
|
|
150
|
(14)
|
136
|
Net income from discontinued
operations
|
(23)
|
(16)
|
(39)
|
|
69
|
(15)
|
54
|
Net income for
the period
|
155
|
(29)
|
126
|
|
219
|
(29)
|
190
|
Attributable:
|
|
|
|
|
|
|
|
Controlling
shareholders – continuing operations
|
178
|
(13)
|
165
|
|
148
|
(12)
|
136
|
Controlling
shareholders – discontinued operations
|
(23)
|
(16)
|
(39)
|
|
7
|
(17)
|
(10)
|
Total of Controlling shareholders
|
155
|
(29)
|
126
|
|
155
|
(29)
|
126
|
|
|
|
|
|
|
|
|
Non-controlling shareholders –
discontinued operations
|
|
|
|
64
|
-
|
64
|
Total of non-controlling
shareholders
|
|
|
|
|
64
|
-
|
64
|
|
|
|
|
|
|
|
|
Statement of Cash Flows
|
Parent
Company
|
|
Consolidated
|
|
03.31.2019
|
|
03.31.2019
|
|
As originally
presented
|
IFRS16
effects
|
Restated
|
|
As originally
presented
|
IFRS16
effects
|
Restated
|
|
|
|
|
|
|
|
|
Net income for the period
|
155
|
(29)
|
126
|
|
219
|
(29)
|
190
|
Deferred income tax (note 20)
|
(58)
|
11
|
(47)
|
|
(1)
|
12
|
11
|
Loss
(gain) on disposal of property, plant and equipment
|
39
|
(2)
|
37
|
|
74
|
(1)
|
73
|
Depreciation/ Amortization
|
267
|
(8)
|
259
|
|
365
|
(7)
|
358
|
Interest and inflation adjustments
|
221
|
22
|
243
|
|
445
|
21
|
466
|
Equity in earnings
|
(158)
|
1
|
(157)
|
|
7
|
1
|
8
|
Gain (loss) on write-off of lease
liabilities
|
(24)
|
2
|
(22)
|
|
(47)
|
2
|
(45)
|
Other accounts payable
|
(8)
|
1
|
(7)
|
|
(5)
|
2
|
(3)
|
Payments of lease liability
|
(264)
|
1
|
(263)
|
|
(537)
|
1
|
(536)
|
43
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
4.2. Standards and interpretations adopted in 2020 and their
impacts
Pronouncement
|
|
Description
|
|
Impact
|
Applicable
to
annual
periods
starting
in
or after
|
IFRS 3 / CPC 15 - Business
comnination
|
|
Improves the
definition of business, helping to determine whether the acquisition is
from a group of assets or a business.
|
|
No impact
|
01/01/2020
|
Review CPC 14 -
Financial Instruments: Recognition, Measurement and
Disclosure
|
|
Changes due to
the edition of CPC 00 (Conceptual Structure)
Change in the
definition of business combination in CPC 15
Changing the
definition of material omission or materially distorted
disclosure
Change in the
name of CPC 06 (R2) to Leases.
|
|
No impact
|
01/01/2020
|
Revision CPC 00
(R2)
|
|
Concepts and
guidelines on presentation and disclosure, measurement bases, financial
report objectives and useful information.
|
|
No impact
|
01/01/2020
|
(*) Applicable for acquisitions made as of January 1,
2020.
The adoption of these standards did not result in a
material impact on the Company's individual and consolidated financial
statements.
4.3. Standards and interpretations already issued and not yet
adopted
The Company
did not adopt the following new and revised IFRSs in advance, already issued and
not yet in effect:
Pronouncement
|
|
Description
|
|
Applicable
to
annual
periods
starting
in
or after
|
CPC 26 (R1) and
IAS 8: Definition of material omission
|
|
Aligns the
definition of omission in all standards defining what information is
material if its omission, distortion or obscuration can reasonably
influence decisions that the main users of the general purpose financial
statements make based on these financial statements, which provide
financial information about a specific report of the entity.
|
|
01/01/2021
|
This change is not expected to
have a significant impact on the Company's individual and consolidated financial
statements.
44
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
5. Main accounting judgments, estimates and assumptions
The preparation of the individual
and consolidated financial statements of the Company requires Management to make
judgments, estimates and assumptions that impact the reported amounts of
revenue, expenses, assets and liabilities, and the disclosure of contingent
liabilities at the end of the year; however, uncertainty about these assumptions
and estimates could result in outcomes that require material adjustments to the
carrying amount of the asset or liability impacted in future periods.
The
significant assumptions and estimates used in the preparation of the individual
and consolidated interim financial information for the quarter ended on March
31, 2020 were the same as those adopted in the individual and consolidated
financial statements for the year ended December 31, 2019.
6. Cash and cash equivalents
The detailed information on cash and cash equivalents was
presented in the annual financial statements for 2019, in note 6.
|
|
|
Parent
Company
|
|
Consolidated
|
|
Rate
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and banks - Brazil
|
|
|
89
|
171
|
|
141
|
249
|
Cash and banks - Abroad
|
(*)
|
|
109
|
84
|
|
2,767
|
3,109
|
Short-term investments -
Brazil
|
(**)
|
|
2,123
|
2,608
|
|
3,238
|
4,471
|
Short-term investments -
Abroad
|
(***)
|
|
-
|
-
|
|
6
|
125
|
|
|
|
2,321
|
2,863
|
|
6,152
|
7,954
|
(*) As of March 31, 2020, they
refer to (i) funds from the Éxito group, of which R$101 in Argentine pesos,
R$314 in Uruguayan pesos and R$2,242 in Colombian pesos; (ii) Company funds
invested in the abroad, in dollars in the amount of R$110.
(**) Short-term investments as
March 31, 2020 refer substantially to highly liquid investments accruing
interest corresponding to a weighted average rate of 88% (89.94% on
December 31, 2019) of the Interbank deposit Certificate ("CDI").
(***) Refers to amounts deposited
abroad, in local currency equivalent to R$ 3 in Uruguay and R$ 3 in
Colombia.
7. Trade receivables
The detailed information on trade
receivables was presented in the annual financial statements for 2019, in note
7.
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
|
|
|
|
|
|
Credit card companies
|
366
|
24
|
|
414
|
42
|
Credit card companies - related parties
(note 11.2)
|
10
|
13
|
|
19
|
24
|
Sales vouchers
|
72
|
70
|
|
426
|
446
|
Private label credit card
|
43
|
56
|
|
61
|
70
|
Receivables from related parties (note
11.2)
|
21
|
21
|
|
12
|
12
|
Receivables from suppliers
|
70
|
74
|
|
83
|
166
|
Allowance for doubtful accounts (note
7.1)
|
(3)
|
(1)
|
|
(35)
|
(32)
|
|
579
|
257
|
|
980
|
728
|
|
|
|
|
|
|
Current
|
579
|
256
|
|
980
|
727
|
Noncurrent
|
-
|
1
|
|
-
|
1
|
7.1. Allowance for doubtful
accounts
45
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
03.31.2019
|
|
03.31.2020
|
03.31.2019
|
|
|
|
|
|
|
At the beginning of the
period
|
(1)
|
(1)
|
|
(32)
|
(5)
|
Allowance booked for the
period
|
(6)
|
(1)
|
|
(2)
|
(123)
|
Write-off of receivables
|
4
|
-
|
|
(1)
|
147
|
Assets held for sale and discontinued
operations
|
-
|
-
|
|
-
|
(24)
|
At the end of the
period
|
(3)
|
(2)
|
|
(35)
|
(5)
|
Below is the aging list
of consolidated gross receivables, by maturity period:
|
|
|
Overdue receivables -
Consolidated
|
|
Total
|
Not
overdue
|
<30
days
|
30-60
days
|
61-90
days
|
>90
days
|
|
|
|
|
|
|
|
03.31.2020
|
1,015
|
870
|
65
|
12
|
7
|
61
|
12.31.2019
|
760
|
609
|
79
|
21
|
5
|
46
|
8. Other receivables
The detailed information on cash and cash equivalents was
presented in the annual financial statements for 2019, in note 8.
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
|
|
|
|
|
|
Accounts receivable from insurers
|
30
|
68
|
|
35
|
72
|
Receivable from sale of subsidiaries
|
83
|
83
|
|
83
|
83
|
Rental receivable
|
38
|
42
|
|
107
|
113
|
Accounts receivable - Via Varejo (*)
|
51
|
49
|
|
51
|
49
|
Assets sale
|
14
|
15
|
|
93
|
128
|
Other
|
78
|
80
|
|
130
|
143
|
Allowance for doubtful other receivables
(note 8.1)
|
(13)
|
(13)
|
|
(15)
|
(15)
|
|
281
|
324
|
|
484
|
573
|
|
|
|
|
|
|
Current
|
128
|
168
|
|
311
|
381
|
Noncurrent
|
153
|
156
|
|
173
|
192
|
|
|
|
|
|
|
(*) With the sale of the
investment in Via Varejo, the balance that was in related parties was
reclassified to other accounts receivable.
46
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
8.1. Allowance for doubtful accounts
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
03.31.2019
|
|
03.31.2020
|
03.31.2019
|
|
|
|
|
|
|
At the beginning of the
period
|
(13)
|
(14)
|
|
(15)
|
(16)
|
Write-off of receivables
|
-
|
-
|
|
-
|
5
|
Assets held for sale and discontinued
operations
|
-
|
-
|
|
-
|
(5)
|
At the end of the
period
|
(13)
|
(14)
|
|
(15)
|
(16)
|
9. Inventories
The detailed information on
inventories was presented in the annual financial statements for 2019, in note
9.
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
|
|
|
|
|
|
Stores
|
2,339
|
2,240
|
|
5,120
|
4,698
|
Distribution centers
|
1,517
|
1,149
|
|
1,943
|
1,583
|
Inventories – Éxito Group
|
-
|
-
|
|
2,561
|
2,248
|
Real Estate Inventory – Éxito Group
|
-
|
-
|
|
171
|
190
|
Real estate inventories
|
-
|
-
|
|
1
|
1
|
Losses with obsolescence and losses
(note 9.1)
|
(39)
|
(31)
|
|
(95)
|
(95)
|
|
3,817
|
3,358
|
|
9,701
|
8,625
|
|
|
|
|
|
|
9.1. Allowance for losses on inventory obsolescence and
damages
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
03.31.2019
|
|
03.31.2020
|
03.31.2019
|
At the beginning of the
period
|
(31)
|
(31)
|
|
(95)
|
(65)
|
Additions
|
(41)
|
(3)
|
|
(40)
|
(28)
|
Write-offs
|
33
|
4
|
|
40
|
41
|
Assets held for sale and discontinued
operations
|
-
|
-
|
|
-
|
6
|
At the end of the
period
|
(39)
|
(30)
|
|
(95)
|
(46)
|
47
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
10. Recoverable taxes
The detailed information on recoverable taxes was
presented in the annual financial statements for 2019, in note 10.
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
ICMS (note 10.1)
|
1,438
|
1,420
|
|
2,668
|
2,621
|
PIS/COFINS
|
471
|
462
|
|
847
|
854
|
Social Security Contribution - INSS
|
429
|
291
|
|
463
|
321
|
Income tax and Social Contribution
(*)
|
78
|
61
|
|
547
|
407
|
Other
|
6
|
17
|
|
15
|
49
|
Other taxes – Éxito Group
|
-
|
-
|
|
109
|
77
|
Total
|
2,422
|
2,251
|
|
4,649
|
4,329
|
|
|
|
|
|
|
Current
|
535
|
516
|
|
1,482
|
1,627
|
Noncurrent
|
1,887
|
1,735
|
|
3,167
|
2,702
|
|
|
|
|
|
|
(*) Includes Éxito’s
amount of R$443 (R$340 on December 31, 2019).
10.1. ICMS expectation schedule (net of provision for non
realization in the consolidated)
In
|
Parent
Company
|
Consolidated
|
Up to one year
|
126
|
342
|
From 1 to 2
years
|
218
|
435
|
From 2 to 3
years
|
171
|
395
|
From 3 to 4
years
|
165
|
394
|
From 4 to 5
years
|
166
|
376
|
More than 5
years
|
592
|
726
|
|
1,438
|
2,668
|
For credits that cannot be offset
immediately, the Company’s Management understands that in future realization is
probable based on a technical recovering study, on the expectation of future
growth and the offset against debts deriving from its operations. These studies
were prepared and periodically revised based on information extracted from
strategic planning previously approved by the Company’s Board of Directors. For
the interim financial information as of March 31, 2020, Management has
implemented monitoring controls over the progress of the plan annually
established, assessing and including new elements that contribute to the
realization of ICMS tax credits, as shown above.
48
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
11. Related parties
11.1 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 quarter ended on March 31,
20120 and 2019, were as follows:
In thousands of Brazilian
reais
|
Base
salary
|
|
Variable
compensation
|
|
Stock option
plan
|
|
Total
|
|
2020
|
2019
|
|
2020
|
2019
|
|
2020
|
2019
|
|
2020
|
2019
|
Board of directors (*)
|
4,097
|
4,612
|
|
-
|
-
|
|
1,014
|
-
|
|
5,111
|
4,612
|
Executive officers
|
5,000
|
8,537
|
|
2,298
|
3,344
|
|
3,115
|
4,997
|
|
10,413
|
16,878
|
|
9,097
|
13,149
|
|
2,298
|
3,344
|
|
4,129
|
4,997
|
|
15,524
|
21,490
|
(*) Includes the compensation of the Board of Directors’
advisory committees (Human Resources and Compensation, Audit, Finance,
Sustainable Development and Corporate Governance).
49
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
11.2. Balances and transactions with related parties.
The
detailed information on related parties was presented in the annual financial
statements for 2019, in note 11.
|
Parent
company
|
|
Balances
|
|
Transactions
|
|
Trade
receivables
|
|
Other
assets
|
|
Trade
payables
|
|
Other
liabilities
|
|
Revenues (expenses)
|
|
2020
|
2019
|
|
2020
|
2019
|
|
2020
|
2019
|
|
2020
|
2019
|
|
2020
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlling
shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
-
|
24
|
|
(17)
|
(15)
|
Euris
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
1
|
1
|
|
(1)
|
(1)
|
Helicco
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
-
|
(3)
|
Subsidiaries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Éxito
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
(1)
|
-
|
Novasoc Comercial
|
-
|
-
|
|
65
|
54
|
|
-
|
-
|
|
-
|
-
|
|
1
|
-
|
Sendas
Distribuidora
|
5
|
8
|
|
257
|
83
|
|
9
|
11
|
|
-
|
2
|
|
38
|
19
|
SCB Distribuição
e Comércio
|
8
|
5
|
|
57
|
8
|
|
1
|
-
|
|
-
|
-
|
|
-
|
-
|
Via
Varejo
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
-
|
(18)
|
Cheftime
|
-
|
-
|
|
9
|
4
|
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
James Intermediação
|
-
|
-
|
|
25
|
4
|
|
-
|
-
|
|
1
|
-
|
|
-
|
-
|
GPA M&P
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
13
|
14
|
|
-
|
-
|
GPA Logistica
|
-
|
-
|
|
65
|
68
|
|
1
|
2
|
|
64
|
61
|
|
-
|
-
|
Bellamar
|
-
|
-
|
|
1
|
1
|
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
Associates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FIC
|
10
|
13
|
|
27
|
25
|
|
10
|
22
|
|
-
|
-
|
|
16
|
22
|
Other related
parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greenyellow do Brasil Energia e Serviços
Ltda(“Greenyellow”)
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
130
|
132
|
|
(7)
|
(11)
|
Casino
Group
|
8
|
8
|
|
3
|
-
|
|
1
|
1
|
|
-
|
-
|
|
(2)
|
-
|
Others
|
-
|
-
|
|
1
|
1
|
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
Total
|
31
|
34
|
|
510
|
248
|
|
22
|
36
|
|
209
|
234
|
|
25
|
(7)
|
50
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
|
Consolidated
|
|
Balances
|
|
Transactions
|
|
Trade
receivables
|
|
Other
assets
|
|
Trade
payables
|
|
Other
liabilities
|
|
Revenues (expenses)
|
|
2020
|
2019
|
|
2020
|
2019
|
|
2020
|
2019
|
|
2020
|
2019
|
|
2020
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlling
shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino
|
-
|
-
|
|
4
|
5
|
|
1
|
-
|
|
-
|
24
|
|
(17)
|
(15)
|
Euris
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
1
|
1
|
|
(1)
|
(1)
|
Helicco
Participações
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
-
|
(3)
|
Geant
internacional
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
2
|
-
|
|
(2)
|
-
|
Associates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FIC
|
19
|
24
|
|
37
|
36
|
|
17
|
39
|
|
-
|
-
|
|
32
|
38
|
Puntos
Colombia
|
-
|
-
|
|
13
|
28
|
|
-
|
-
|
|
35
|
43
|
|
(25)
|
-
|
Tuya
|
-
|
-
|
|
36
|
26
|
|
-
|
-
|
|
-
|
-
|
|
5
|
-
|
Other related
parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greenyellow
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
132
|
134
|
|
(15)
|
(11)
|
Casino
Group
|
12
|
12
|
|
9
|
8
|
|
-
|
1
|
|
21
|
13
|
|
(10)
|
-
|
Others
|
|
-
|
|
1
|
1
|
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
Total
|
31
|
36
|
|
100
|
104
|
|
18
|
40
|
|
191
|
215
|
|
(34)
|
8
|
51
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
12. Investments in
subsidiaries and associates
12.1. Consolidation basis
The detailed information on consolidation, have not
changed significantly was presented in the annual financial statements for 2019,
in note 12.1.
12.2. Breakdown of investments
|
Parent
Company
|
|
Sendas
|
Bellamar
|
CompreBem
|
Others
|
Total
(*)
|
|
Balances at 12.31.2019
|
7,095
|
299
|
277
|
(306)
|
7,365
|
Share of profit
of subsidiaries and associates
|
110
|
28
|
(9)
|
(85)
|
44
|
Dividends and
interest of own capital
|
-
|
(12)
|
-
|
-
|
(12)
|
Stock
options
|
2
|
-
|
-
|
-
|
2
|
Capital increase
with property and equipment
|
57
|
-
|
-
|
6
|
63
|
Others
movements
|
(11)
|
-
|
-
|
-
|
(11)
|
Share
of other comprehensive income
|
549
|
-
|
-
|
(111)
|
438
|
Balances at 03.31.2020
|
7,802
|
315
|
268
|
(496)
|
7,889
|
|
Sendas
|
Via
Varejo
|
Bellamar
|
CompreBem
|
Others
|
Total
(*)
|
|
|
|
|
|
|
|
|
Balances at 12.31.2018
|
4,091
|
-
|
207
|
75
|
(234)
|
4,139
|
Share of profit
of subsidiaries and associates and associates
|
159
|
33
|
19
|
(8)
|
(46)
|
157
|
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
|
Disposal os
interest
|
-
|
(182)
|
-
|
-
|
(101)
|
(283)
|
Share of other
comprehensive income
|
-
|
-
|
-
|
-
|
2
|
2
|
Assets held for
sale and discontinued operations
|
-
|
148
|
-
|
-
|
101
|
249
|
Balances at 03.31.2019 - restated
|
4,269
|
-
|
217
|
209
|
(278)
|
4,417
|
(*) Includes the effects of on the provision for losses on
investments in associates in Luxco of R$561 on March, 31 2020 (R$316 on March
31, 2019).
|
Consolidated
|
|
03.31.2020
|
03.31.2019
|
|
|
Restated
|
Balances in the beginning of the period
|
363
|
(76)
|
Share
of profit of associates – Continuing operations
|
(66)
|
(18)
|
Share
of profit of associates – Discontinued operations
|
-
|
10
|
Share
of other comprehensive income
|
(91)
|
2
|
Capital increase
|
12
|
-
|
Dividends and interest on own capital – continuing
operations
|
(15)
|
(9)
|
Dividends and interest on own capital - discontinued
operations
|
-
|
(3)
|
Assets
held for sale and discontinued operations
|
-
|
(7)
|
Balances at the end of the period
|
203
|
(101)
|
52
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
12.3.
Sale of investment in Via Varejo
The Company concluded the sale
process started on November 23, 2016, through an auction on June 14, 2019 held
at B3 SA - Brasil, Bolsa, Balcão, for the price of R$4.90 reais per share,
totaling R$2,300, in line with its long-term strategy of focusing on the
development of the food sector. The gain from the sale of R$398, net of income
tax of R$199 (see note 20) and related costs, was presented in the result of
discontinued operations (see note 32).
The Company
ceased to exercise control over Via Varejo during the month of June 2019. As of
March 31, 2020, certain relationships previously existing between the Company
and Via Varejo were in force when it was part of the Group and was a related
party, mainly i) Guarantees and sureties granted by the Company to guarantee
obligations in operational agreements under the responsibility of Via Varejo,
with maturities and performance terms to be met by that company over time, in
the amount of up to R $ 2 billion, with the Company and Via Varejo maintains
discussions for the respective substitutions, as provided for in agreements
signed between the parties, ii) Operational agreement on the use of GPA brands
used by Via Varejo, iii) shareholdings held, respectively, by GPA, Via Varejo
and Itaú Unibanco in Financeira Itaú CBD SA Credit, Financing and Investment
(“FIC”), and iv) Maintenance of s guarantee obligations on the part of the
Company regarding legal proceedings prior to the acquisition of Globex in 2010,
as disclosed in Note 21.6, when Globex merged with Casas Bahia in the same year.
Said guarantee obligation will continue as long as the processes covered by such
guarantee have not ended.
13. Business Combinations and Goodwil
Information
regarding the business combination and goodwill was disclosed in the 2019 annual
financial statements, in note 13.
13.1. Acquisition of Almacenes Éxito - Colombia
On June 26,
2019, following a recommendation from the Company's controlling shareholder, it
was presented to the GPA Board of Directors a transaction through which GPA
launched a tender offer over the shares of Grupo Exito aiming at the
simplification of the structure of the Casino in Latin America, a significant
improvement in governance of the Company and an increase in the basis of
potential investors.
The
transactions under common control are not provided for in IFRS, Company
evaluated the purpose of the transaction, which did not have a purpose of merely
corporate reorganization, which have been treated at cost historically by the
Company, but the acquisition of Éxito Group differed from a reorganization
because it had a commercial substance, being carried out at market value
validated by evaluation committees, involved a public offering launched by GPA,
through its subsidiary Sendas Distribuidora SA (“Sendas”), to acquire, in cash,
up to the totality of Éxito’s shares, a listed company located in
Colombia. Due to the economic substance, the Company has elected an accounting
policy election and recorded this transaction as a business combination pursuant
to CPC 15R/IFRS 3R.
The
transaction also involved the acquisition by Casino of the Éxito’s indirect
equity interest in GPA at the price of R$113 reais per share; and the migration
of GPA to the Novo Mercado, B3's highest governance segment, with the conversion
of all GPA preferred shares into common shares at a 1 to 1 ratio.
On July 23,
2019, a material fact informed that the Board of Directors of GPA, based on the
favorable recommendation from the Special Independent Committee and within range
of price originally endorsed by GPA's executive board, proposing that its
operational subsidiary Sendas Distribuidora to launch a tender offer, in cash,
to acquire up to all of the shares of Éxito, for the price of 18,000 Colombian
pesos per share (equivalent to R$21.68 reais on the date of
purchase).
Continuing
the transaction, on September 12, 2019, the Board of Directors and the Éxito’s
general shareholders' meeting approved the sale of its indirect equity interest
in GPA to Casino in the terms disclosed.
53
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
Since in this
transaction the Company was exposed to Colombian pesos (“COP”) during the tender
offer period, on July 24, 2019, the financial committee approved the realization
of a cash flow hedge, via NDFs (Non Deliverable Forward), to mitigate this
exposure (see note 18).
On November
27, 2019, the tender offer was settled, and shareholders representing 96.57% of
Éxito's capital stock accepted the terms proposed. This adhesion represented a
disbursement by Sendas of 7,780 billion Colombian pesos, amount equivalent to
R$9.5 billion (taking into account the exchange rate of December 31, 2019). On
the same date, previously to the settlement of the tender offer, subsidiaries of
Casino acquired all of the shares of GPA held directly and indirectly by Éxito
for the price, net of debt, of US$1,161 million (equivalent to R$4.9 billion
based on the exchange rate on the date of the transaction).
Context of
the acquisition
Almacenes
Éxito S.A. operates more than 650 stores in Colombia, Uruguay and Argentina, in
addition to shopping centers, having also a significant investment in a loyalty
and financial company, in addition to its own brands with successful
participation.
The Company
started to consolidate Éxito's as of December 1, 2019, when it obtained control
of the company, consolidating one month
of profit or losses in the Statement of operations. Net
sales were R$2,151 in the month of December 2019 and net income was R$71. If
Éxito had been consolidated as of January 1, 2019, the contribution to the
statement of operations would have been R$18,388 on net sales and R$178 on net
income from continuing operations.
Determination
of the consideration transferred by the acquisition
The amounts were transferred in
cash in the net amount of R$9,413 this amount is already net of cash flow hedge
made to protect the exchange variation between Reais and Colombian pesos of part
of the price between the beginning and the end of the offer in the amount of
R$145, and dividends (R$42) related to the year of 2018 whose payment was
scheduled for January 2020.
|
03.31.2020
|
Cash disbursement
|
9,268
|
Cash flow hedge adjustment
|
145
|
|
9,413
|
Dividends related to 2018
|
(42)
|
Total consideration transferred
|
9,371
|
Fair values of identifiable assets
acquired and liabilities assumed
The fair values of identifiable
acquired assets and liabilities acquired from Éxito, on the date of the business
combination, are as follows:
54
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
|
Balance on 11.30.2019 after preliminary purchase
price allocation
|
Assets:
|
|
Cash and cash equivalents
|
6,062
|
Trade receivables, net
|
416
|
Inventories, net
|
2,765
|
Recoverable taxes
|
477
|
Other current assets
|
342
|
Deferred income tax and social
contribution
|
1,282
|
Related parties
|
137
|
Other noncurrent assets
|
112
|
Investments in associates
|
465
|
Investment properties
|
2,789
|
Property and equipment, net
|
6,954
|
Intangible assets, net
|
2,661
|
|
24,462
|
|
|
Liabilities:
|
|
Payroll and related taxes
|
283
|
Trade payables, net
|
4,545
|
Taxes and contributions payables
|
219
|
Borrowings and financing
|
2,546
|
Lease liabilities
|
277
|
Other current liabilities
|
998
|
Noncurrent borrowings and
financing
|
2,060
|
Deferred income tax and social
contribution
|
1,657
|
Provisions for contingencies
|
103
|
Noncurrent lease liabilities
|
1,540
|
Other noncurrent liabilities
|
28
|
|
14,256
|
Net assets
|
10,206
|
(-) Attributed to non-controlling
shareholders
|
(2,522)
|
Net assets
|
7,684
|
a) Tradename -
The Company identified the main banners of Éxito operations, represented by the
store formats operated in Colombia under the brands Surtimax, Super Inter, Éxito
and Carulla, in Argentina Libertad brand and in Uruguay Disco. In addition it
were evaluated the own brands for products as Éxito, Bronzini, and Carulla.
Tradenames have an indefinite useful life.
b) Investment
properties and stores - Éxito Group has real estate assets operated through the
rental of galleries and shopping mall activities. Such assets have high
commercial relevance, located in privileged areas. Additionally, were evaluated
a group of stores operated by Éxito that were considered significant.
c) Investment
Tuya – the Company evaluated Tuya shares at market value.
d) Leases -
Leases contracts were recalculated using the incremental borrowing rate at the
date of acquisition.
The fair value of the interest of
non-controlling shareholders was measured using the interest held by them, at
fair value on the date of the business combination, as shown below:
|
03.31.2020
|
Total consideration transferred -
96.57%
|
9,371
|
Company at Fair value 100%
|
9,706
|
Non-controlling interest Fair value
|
335
|
55
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
Preliminary goodwill
identified
As a result of: (i) measurement of
the total consideration transferred by the acquisition Éxito control, (ii)
measurement of the non-controlling interest, and (iii) measurement of
identifiable assets and liabilities at fair value, the Company recorded
goodwill, in the amount of R$1,687.
The goodwill for expected future profitability of R$1,687
arising from the acquisition consists mainly of synergies and economies of
scale. Goodwill is not deductible for tax purposes, except on the sale of the
investment and is shown below:
|
03.31.2020
|
Fair value of net assets acquired
|
10,206
|
(-) Attributed to non-controlling
shareholders
|
(2,187)
|
|
8,019
|
Remaining non-controlling interest
|
(335)
|
|
7,684
|
Total consideration transferred for the acquisition
of control of Éxito
|
9,371
|
Goodwill resulting from acquisition of the
controlling interest of Éxito
|
1,687
|
During the first quarter of 2020,
the Company continued the process of identifying intangible assets and
liabilities in purchase price allocating, identifying other items whose
information collection process, discussion with management and understanding of
the Colombian market had not been completed until the disclosure date of this
interim financial information. Among the assets we can mention mainly the added
value of investments, the evaluation of the market value of real estate and the
evaluation of the brand.
Goodwill is disclosed in the
consolidated balance sheet in the subgroup of intangible assets. In the Sendas
subsidiary, Éxito's direct parent company, goodwill is in the investment
subgroup, in the same group of non-current assets.
14. Investment property
The detailed information on
property and equipment, have not changed significantly and was presented in the
annual financial statements for 2019, in note 14.
Consolidated
|
|
Balance at 12.31.2019
|
Additions
|
Depreciation
|
Assets
held for sale and discontinued operations (*)
|
Balance at 03.31.2020
|
|
|
|
|
|
|
Land
|
533
|
-
|
-
|
36
|
569
|
Buildings
|
2.320
|
2
|
(13)
|
160
|
2.469
|
Construction in progress
|
10
|
4
|
-
|
1
|
15
|
Total
|
2,863
|
6
|
(13)
|
197
|
3,053
|
56
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
|
Consolidated
|
|
Balance at
03.31.2020
|
|
Balance at
12.31.2019
|
|
Cost
|
Accumulated
depreciation
|
Net
|
|
Cost
|
Accumulated
depreciation
|
Net
|
|
|
|
|
|
|
|
|
Land
|
569
|
-
|
569
|
|
533
|
-
|
533
|
Buildings
|
2.597
|
(128)
|
2.469
|
|
2.412
|
(92)
|
2.320
|
Construction in progress
|
15
|
-
|
15
|
|
10
|
-
|
10
|
Total
|
3.181
|
(128)
|
3.053
|
|
2.955
|
(92)
|
2.863
|
15. Property and equipment
The detailed information on intangible assets was
presented in the annual financial statements for 2019, in note 15.
|
Parent
Company
|
|
Balance at
12.31.2019
|
Additi-ons
|
Remeasu-rement
|
Depre-ciation
|
Write-offs
|
Transfers
(*)
|
Balance at
03.31.2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
904
|
-
|
-
|
-
|
-
|
(188)
|
716
|
Buildings
|
1,026
|
1
|
-
|
(9)
|
(1)
|
(132)
|
885
|
Leasehold improvements
|
2,091
|
26
|
-
|
(58)
|
(7)
|
(67)
|
1,985
|
Machinery and equipment
|
975
|
26
|
-
|
(43)
|
(6)
|
18
|
970
|
Facilities
|
249
|
1
|
-
|
(10)
|
(1)
|
(9)
|
230
|
Furniture and fixtures
|
377
|
17
|
-
|
(16)
|
-
|
3
|
381
|
Construction in progress
|
119
|
88
|
-
|
-
|
-
|
(127)
|
80
|
Others
|
33
|
4
|
-
|
(3)
|
-
|
(1)
|
33
|
Total
|
5,774
|
163
|
-
|
(139)
|
(15)
|
(503)
|
5,280
|
|
|
|
|
|
|
|
|
Lease – right of use:
|
|
|
|
|
|
|
|
Buildings
|
3,578
|
4
|
158
|
(104)
|
(15)
|
(4)
|
3,617
|
|
3,578
|
4
|
158
|
(104)
|
(15)
|
(4)
|
3,617
|
Total
|
9,352
|
167
|
158
|
(243)
|
(30)
|
(507)
|
8,897
|
(*) Of this amount, R$402 are
transfers to held for sale (see note 32), R$42 for intangibles and R$63 for
capital increase with fixed assets (see note 12).
|
Parent
Company
|
|
Balance at
12.31.2018
|
Additi-ons
|
Remeasu-rement
|
Depre-ciation
|
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
|
-
|
(14)
|
(1)
|
14
|
362
|
Construction in progress
|
115
|
123
|
-
|
-
|
-
|
(152)
|
86
|
Others
|
32
|
4
|
-
|
(3)
|
-
|
(1)
|
32
|
Total
|
5,843
|
154
|
-
|
(127)
|
(21)
|
(87)
|
5,762
|
|
|
|
|
|
|
|
|
Lease – right of use:
|
|
|
|
|
|
|
|
Buildings
|
3,420
|
-
|
120
|
(96)
|
(17)
|
-
|
3,427
|
Equipment
|
1
|
-
|
-
|
-
|
-
|
-
|
1
|
|
3,421
|
-
|
120
|
(96)
|
(17)
|
-
|
3,428
|
Total
|
9,264
|
154
|
120
|
(223)
|
(38)
|
(87)
|
9,190
|
57
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
|
Parent
Company
|
|
Balance at
03.31.2020
|
|
Balance at
12.31.2019
|
|
Cost
|
|
Accumulated
depreciation
|
|
Net
|
|
Cost
|
|
Accumulated
depreciation
|
|
Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
716
|
|
-
|
|
716
|
|
904
|
|
-
|
|
904
|
Buildings
|
1,459
|
|
(574)
|
|
885
|
|
1,659
|
|
(633)
|
|
1,026
|
Leasehold improvements
|
3,755
|
|
(1,770)
|
|
1,985
|
|
3,859
|
|
(1,768)
|
|
2,091
|
Machinery and equipment
|
2,480
|
|
(1,510)
|
|
970
|
|
2,445
|
|
(1,470)
|
|
975
|
Facilities
|
556
|
|
(326)
|
|
230
|
|
582
|
|
(333)
|
|
249
|
Furniture and fixtures
|
1,010
|
|
(629)
|
|
381
|
|
992
|
|
(615)
|
|
377
|
Construction in progress
|
80
|
|
-
|
|
80
|
|
119
|
|
-
|
|
119
|
Others
|
146
|
|
(113)
|
|
33
|
|
143
|
|
(110)
|
|
33
|
Total
|
10,202
|
|
(4,922)
|
|
5,280
|
|
10,703
|
|
(4,929)
|
|
5,774
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease – right of use:
|
|
|
|
|
|
|
|
|
|
|
|
Buildings
|
6,580
|
|
(2,963)
|
|
3,617
|
|
6,461
|
|
(2,883)
|
|
3,578
|
Equipment
|
37
|
|
(37)
|
|
-
|
|
37
|
|
(37)
|
|
-
|
|
6,617
|
|
(3,000)
|
|
3,617
|
|
6,498
|
|
(2,920)
|
|
3,578
|
Total
|
16,819
|
|
(7,922)
|
|
8,897
|
|
17,201
|
|
(7,849)
|
|
9,352
|
58
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
Consolidated
|
|
Balance at
12.31.2019
|
Additions
|
Remeasure-ment
|
Depreciation
|
Write-offs
|
Transfers (*)
|
Foreign
Currency
translation adjustment
|
Balance at
03.31.2020
|
|
|
|
|
|
|
|
|
|
Land
|
3,770
|
37
|
-
|
-
|
(99)
|
(304)
|
167
|
3,571
|
Buildings
|
3,210
|
22
|
-
|
(33)
|
(224)
|
(312)
|
118
|
2,781
|
Leasehold improvements
|
4,441
|
204
|
-
|
(104)
|
301
|
(90)
|
27
|
4,779
|
Machinery and equipment
|
2,281
|
65
|
-
|
(105)
|
(4)
|
18
|
36
|
2,291
|
Facilities
|
580
|
9
|
-
|
(18)
|
(10)
|
(24)
|
8
|
545
|
Furniture and fixtures
|
1,007
|
34
|
-
|
(46)
|
(2)
|
18
|
17
|
1,028
|
Construction in progress
|
275
|
151
|
-
|
-
|
-
|
(171)
|
9
|
264
|
Other
|
74
|
5
|
-
|
(7)
|
-
|
4
|
1
|
77
|
Total
|
15,638
|
527
|
-
|
(313)
|
(38)
|
(861)
|
383
|
15,336
|
|
|
|
|
|
|
|
|
|
Lease – right of
use:
|
|
|
|
|
|
|
|
|
Buildings
|
7,023
|
131
|
265
|
(219)
|
(79)
|
-
|
92
|
7,213
|
Equipment
|
45
|
10
|
(6)
|
(3)
|
-
|
-
|
2
|
48
|
Land
|
3
|
-
|
-
|
-
|
-
|
-
|
-
|
3
|
|
7,071
|
141
|
259
|
(222)
|
(79)
|
-
|
94
|
7,264
|
Total
|
22,709
|
668
|
259
|
(535)
|
(117)
|
(861)
|
477
|
22,600
|
(*) Of this amount, R$816 are transfers to held for sale
(see note 32) and R$45 to intangibles.
59
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
Consolidated
|
|
Balance at
12.31.2018
|
Additions
|
Remeasure-ment
|
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:
|
|
|
|
|
|
|
|
|
Buildings
|
4,422
|
33
|
197
|
(120)
|
(37)
|
10
|
(41)
|
4,464
|
Equipment
|
9
|
-
|
-
|
(1)
|
-
|
-
|
-
|
8
|
|
4,431
|
33
|
197
|
(121)
|
(37)
|
10
|
(41)
|
4,472
|
Total
|
14,052
|
405
|
197
|
(317)
|
(69)
|
(10)
|
(91)
|
14,167
|
60
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
|
Consolidated
|
|
Balance at
03.31.2020
|
|
Balance at
12.31.2019
|
|
Cost
|
|
Accumulated
depreciation
|
|
Net
|
|
Cost
|
|
Accumulated
depreciation
|
|
Net
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
3,571
|
|
-
|
|
3,571
|
|
3,770
|
|
-
|
|
3,770
|
Buildings
|
3,845
|
|
(1,064)
|
|
2,781
|
|
4,279
|
|
(1,069)
|
|
3,210
|
Leasehold improvements
|
7,472
|
|
(2,693)
|
|
4,779
|
|
7,065
|
|
(2,624)
|
|
4,441
|
Machinery and equipment
|
5,017
|
|
(2,726)
|
|
2,291
|
|
4,864
|
|
(2,583)
|
|
2,281
|
Facilities
|
1,042
|
|
(497)
|
|
545
|
|
1,065
|
|
(485)
|
|
580
|
Furniture and fixtures
|
2,302
|
|
(1,274)
|
|
1,028
|
|
2,196
|
|
(1,189)
|
|
1,007
|
Construction in progress
|
264
|
|
-
|
|
264
|
|
275
|
|
-
|
|
275
|
Other
|
268
|
|
(191)
|
|
77
|
|
256
|
|
(182)
|
|
74
|
|
23,781
|
|
(8,445)
|
|
15,336
|
|
23,770
|
|
(8,132)
|
|
15,638
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease – right of use:
|
|
|
|
|
|
|
|
|
|
|
|
Buildings
|
11,066
|
|
(3,853)
|
|
7,213
|
|
10,655
|
|
(3,632)
|
|
7,023
|
Equipment
|
132
|
|
(84)
|
|
48
|
|
128
|
|
(83)
|
|
45
|
Land
|
6
|
|
(3)
|
|
3
|
|
6
|
|
(3)
|
|
3
|
|
11,204
|
|
(3,940)
|
|
7,264
|
|
10,789
|
|
(3,718)
|
|
7,071
|
Total
|
34,985
|
|
(12,385)
|
|
22,600
|
|
34,559
|
|
(11,850)
|
|
22,709
|
|
|
|
|
|
|
|
|
|
|
|
|
15.1. Capitalized borrowing costs
The
consolidated borrowing costs for the year ended March 31, 2020 were R$7 (R$4 for
the year ended March 31, 2019). The rate used to determine the borrowing costs
eligible for capitalization was 130.31% of the CDI (101.87 % of the CDI for the
year ended March 31, 2019), corresponding to the effective interest rate on the
Company’s borrowings.
15.2. Additions to intangible assets for cash flow presentation
purposes
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
03.31.2019
|
|
03.31.2020
|
03.31.2019
|
|
|
|
|
|
|
Additions
|
167
|
154
|
|
668
|
405
|
Lease
|
(4)
|
-
|
|
(141)
|
(33)
|
Capitalized borrowing costs
|
(1)
|
(1)
|
|
(7)
|
(7)
|
Intangible assets financing -
Additions
|
(195)
|
(121)
|
|
(492)
|
(284)
|
Intangible assets financing - Payments
|
276
|
162
|
|
597
|
414
|
Total
|
243
|
194
|
|
625
|
495
|
61
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
15.3. Other information
At March 31, 2020, the Company and
its subsidiaries recorded in the cost of sales the amount of R$32 in the parent
company (R$30 at March 31, 2019) and R$61 in consolidated (R$33 at March 31,
2019) related to the depreciation of machinery, buildings and facilities related
to the distribution centers.
16. Intangible assets
The detailed
information on 16. Intangible assets was presented in the
annual financial statements for 2019, in note 16.
|
Parent
Company
|
|
Balance at
12.31.2019
|
Additions
|
Amortization
|
Write-offs
|
Transfers
|
Balance at
03.31.2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
501
|
-
|
-
|
-
|
-
|
501
|
Commercial rightsl
|
47
|
-
|
-
|
-
|
-
|
47
|
Software and
implementation
|
750
|
26
|
(31)
|
(1)
|
42
|
786
|
|
1,298
|
26
|
(31)
|
(1)
|
42
|
1,334
|
Lease-right of use:
|
|
|
|
|
|
|
Right of use Paes Mendonça
(*)
|
556
|
-
|
(8)
|
-
|
-
|
548
|
Software
|
55
|
-
|
(4)
|
-
|
-
|
51
|
|
611
|
-
|
(12)
|
-
|
-
|
599
|
Total
|
1,909
|
26
|
(43)
|
(1)
|
42
|
1,933
|
|
Consolidated
|
|
Balance at
12.31.2019
|
Additions
|
Amorti-zation
|
Write-off
|
Foreign currency
translation
adjustment
|
Transfers
|
Balance at
03.31.2020
|
|
|
|
|
|
|
|
|
Goodwill
|
2,876
|
-
|
-
|
-
|
78
|
-
|
2,954
|
Brands
|
2,671
|
-
|
-
|
-
|
140
|
-
|
2,811
|
Commercial rights
|
167
|
-
|
-
|
-
|
1
|
1
|
169
|
Software
|
890
|
43
|
(40)
|
(1)
|
3
|
44
|
939
|
|
6,604
|
43
|
(40)
|
(1)
|
222
|
45
|
6,873
|
Lease-right of use:
|
|
|
|
|
|
|
|
Right of use Paes Mendonça
(**)
|
780
|
-
|
(11)
|
-
|
-
|
-
|
769
|
Software
|
56
|
1
|
(5)
|
-
|
-
|
-
|
52
|
|
836
|
1
|
(16)
|
-
|
-
|
-
|
821
|
Total
|
7,440
|
44
|
(56)
|
(1)
|
222
|
45
|
7,694
|
(*) Related to leases and operations agreements of some
stores. The Company has the contractual right to operate these stores for 30
years.
At the parent company, the
accumulated cost balance on March 31, 2020 is R$3,586 (R$3,720 on December 31,
2019) and accumulated amortization R$1,653 (R$1,811 on December 31, 2019). In
the consolidated, the balance of the accumulated cost on March 31, 2020 is
R$9,815 (R$9,068 on December 31, 2019) and accumulated amortization R$2,121
(R$2,258 on December 31, 2019).
62
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
16.1. Test for
recovery of intangibles of indefinite useful life, including Goodwill
Goodwill and
intangible assets were tested for impairment as of December 31, 2019 according
to the method described in note 15 property and equipment, in the financial
statements for the year ended December 31, 2019.
The Company
monitored the plan used to assess the impairment as of December 31, 2019 and has
not observed any significant changes that would indicate the need to perform a
new impairment test as of March 31, 2020. See considerations regarding the
effects of the COVID-19 pandemic in note 1.2.
16.2. Additions to intangible assets for cash flow presentation
purposes:
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
03.31.2019
|
|
03.31.2020
|
03.31.2019
|
|
|
Restated
|
|
|
Restated
|
|
|
|
|
|
|
Additions
|
26
|
18
|
|
44
|
95
|
Intangible assets financing - Addition
|
-
|
-
|
|
-
|
(22)
|
Intangible assets financing - Payments
|
-
|
-
|
|
3
|
47
|
Total
|
26
|
18
|
|
47
|
120
|
63
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
17. Borrowings and financing
The detailed
information on borrowings and financing was presented in the annual financial
statements for 2019, in note 18.
17.1. Debt breakdown
|
|
|
Parent
Company
|
|
Consolidated
|
|
Weighted average
rate
|
|
03.31.2020
|
|
12.31.2019
|
|
03.31.2020
|
|
12.31.2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures and promissory note
|
|
|
|
|
|
|
|
|
|
Debentures and Certificate of
Agribusiness Receivables (note 17.4)
|
135.66% of CDI
|
|
5,984
|
|
3,978
|
|
13,757
|
|
11,863
|
|
|
|
5,984
|
|
3,978
|
|
13,757
|
|
11,863
|
|
|
|
|
|
|
|
|
|
|
Borrowings and financing
|
|
|
|
|
|
|
|
|
|
Local currency
|
|
|
|
|
|
|
|
|
|
BNDES
|
4.01% per
year
|
|
4
|
|
4
|
|
25
|
|
27
|
Working capital
|
129.37% of CDI
|
|
511
|
|
509
|
|
1,013
|
|
1,008
|
Working capital
|
TR + 9.80 % per year
|
|
16
|
|
15
|
|
96
|
|
99
|
Swap contracts (note 17.7)
|
101.40% of CDI
|
|
(2)
|
|
(2)
|
|
(11)
|
|
(12)
|
Borrowing cost
|
|
|
(9)
|
|
(9)
|
|
(21)
|
|
(22)
|
|
|
|
520
|
|
517
|
|
1,102
|
|
1,100
|
Foreign currency
(note 17.5)
|
|
|
|
|
|
|
|
|
|
Working capital
|
USD +
2.99% per year
|
|
1,121
|
|
845
|
|
1,387
|
|
846
|
Working capital
|
IBR 3M
+ 2%
|
|
-
|
|
-
|
|
335
|
|
323
|
Working capital
|
IBR 3M
+ 4%
|
|
-
|
|
-
|
|
1,143
|
|
-
|
Credit letter
|
|
|
-
|
|
-
|
|
4
|
|
12
|
Swap contracts (note 17.7)
|
120.71% of CDI
|
|
(282)
|
|
(15)
|
|
(342)
|
|
(15)
|
Swap contracts (note 17.7)
|
IBR 3M
+ 2%
|
|
-
|
|
-
|
|
(25)
|
|
(19)
|
NDF Contracts -
Derivatives
|
|
|
-
|
|
-
|
|
-
|
|
(1)
|
Borrowing cost
|
|
|
-
|
|
-
|
|
(1)
|
|
(1)
|
|
|
|
839
|
|
830
|
|
2,501
|
|
1,145
|
Total
|
|
|
7,343
|
|
5,325
|
|
17,360
|
|
14,108
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
282
|
|
45
|
|
433
|
|
73
|
Noncurrent assets
|
|
|
2
|
|
2
|
|
11
|
|
13
|
Current liabilities
|
|
|
3,068
|
|
2,016
|
|
5,571
|
|
3,488
|
Noncurrent liabilities
|
|
|
4,559
|
|
3,356
|
|
12,233
|
|
10,706
|
64
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
17.2.
Changes in borrowings
|
Parent
Company
|
|
Consolidated
|
At December 31,
2019
|
5,325
|
|
14,108
|
Additions - working
capital
|
1,989
|
|
3,310
|
Accrued
interest
|
82
|
|
212
|
Accrued swap
|
(244)
|
|
(302)
|
Mark-to-market
|
-
|
|
(3)
|
Monetary and exchange rate
changes
|
247
|
|
304
|
Borrowing costs
|
3
|
|
13
|
Interest paid
|
(56)
|
|
(262)
|
Payments
|
(3)
|
|
(58)
|
Swap paid
|
-
|
|
(1)
|
Liabilities related to assets
held for sale and discontinued operations (note 31)
|
-
|
|
39
|
At March 31,
2020
|
7,343
|
|
17,360
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Consolidated
|
At December 31,
2018
|
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
|
-
|
|
13
|
At March 31, 2019 -
Restated
|
5,515
|
|
6,439
|
17.3. Maturity schedule of noncurrent borrowings and financing
including derivatives recognized in non-current assets and
liabilities
Year
|
Parent
Company
|
|
Consolidated
|
|
|
|
|
From 1 to 2 years
|
2,561
|
|
4,720
|
From 2 to 3 years
|
1,504
|
|
3,657
|
From 3 to 4 years
|
3
|
|
2,837
|
From 4 to 5 years
|
169
|
|
512
|
After 5 years
|
335
|
|
560
|
Subtotal
|
4,572
|
|
12,286
|
|
|
|
|
Borrowing costs
|
(15)
|
|
(64)
|
Total
|
4,557
|
|
12,222
|
65
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
17.4. Debentures, Promissory Note and Certificate of
Agribusiness Receivables
|
|
|
|
Date
|
|
|
Parent
Company
|
Consolidated
|
|
Type
|
Issue
Amount
|
Outstanding
debentures
(units)
|
Issue
|
Maturity
|
Annual
financial charges
|
Unit price (in
reais)
|
03.31.2020
|
12.31.2019
|
03.31.2020
|
12.31.2019
|
|
|
|
|
|
|
|
|
|
|
|
|
14th Issue of Debentures – CBD
|
No preference
|
1,080
|
1,080,000
|
04/17/17
|
04/13/20
|
96.00% of
CDI
|
1,020
|
1,102
|
1,091
|
1,102
|
1,091
|
15th Issue of Debentures – CBD
|
No preference
|
800
|
800,000
|
01/17/18
|
01/15/21
|
104.75% of
CDI
|
1,009
|
807
|
821
|
807
|
821
|
16th Issue of Debentures – CBD (1st serie)
|
No preference
|
700
|
700,000
|
09/11/18
|
09/10/21
|
106% of
CDI
|
1,002
|
702
|
712
|
702
|
712
|
16th Issue of Debentures – CBD (2nd serie)
|
No preference
|
500
|
500,000
|
09/11/18
|
09/12/22
|
107.4% of
CDI
|
1,002
|
501
|
508
|
501
|
508
|
17th Issue of Debentures – CBD
|
No preference
|
2,000
|
2,000,000
|
01/06/20
|
01/06/23
|
CDI + 1.45% per
year
|
1,013
|
2,026
|
|
2,026
|
|
4th Issue of Promissory Notes – CBD
|
No preference
|
800
|
800
|
01/10/19
|
01/09/22
|
105.75% of CDI
|
1,072,675
|
858
|
849
|
858
|
849
|
1th Issue of Promissory Notes – Sendas (1nd
serie)
|
No preference
|
50
|
1
|
07/04/19
|
07/03/20
|
CDI +
0.72% per year
|
52,152,688
|
-
|
-
|
52
|
52
|
1th Issue of Promissory Notes – Sendas (2nd
serie)
|
No preference
|
50
|
1
|
07/04/19
|
07/05/21
|
CDI + 0.72% per
year
|
52,152,688
|
-
|
-
|
52
|
52
|
1th Issue of Promissory Notes – Sendas (3nd
serie)
|
No preference
|
50
|
1
|
07/04/19
|
07/04/22
|
CDI + 0.72% per year
|
52,152,688
|
-
|
-
|
52
|
52
|
1th Issue of Promissory Notes – Sendas (4nd
serie)
|
No preference
|
250
|
5
|
07/04/19
|
07/04/23
|
CDI + 0.72% per year
|
52,152,688
|
-
|
-
|
261
|
258
|
1th Issue of Promissory Notes – Sendas (5nd
serie)
|
No preference
|
200
|
4
|
07/04/19
|
07/04/24
|
CDI + 0.72% per year
|
52,152,688
|
-
|
-
|
209
|
206
|
1th Issue of Promissory Notes – Sendas (6nd
serie)
|
No preference
|
200
|
4
|
07/04/19
|
07/04/25
|
CDI + 0.72% per
year
|
52,152,688
|
-
|
-
|
209
|
206
|
1th Issue of Debentures – Sendas (1nd serie)
|
No preference
|
2,000
|
2,000,000
|
09/04/19
|
08/20/20
|
CDI + 1.60% per year
|
486
|
-
|
-
|
972
|
1,001
|
1th Issue of Debentures – Sendas (2nd serie)
|
No preference
|
2,000
|
2,000,000
|
09/04/19
|
08/20/21
|
CDI + 1.74% per year
|
1,006
|
-
|
-
|
2,012
|
2,044
|
1th Issue of Debentures – Sendas (3nd serie)
|
No preference
|
2,000
|
2,000,000
|
09/04/19
|
08/20/22
|
CDI + 1.95% per year
|
1,006
|
-
|
-
|
2,012
|
2,046
|
1th Issue of Debentures – Sendas (4nd serie)
|
No preference
|
2,000
|
2,000,000
|
09/04/19
|
08/20/23
|
CDI + 2.20% per year
|
1,006
|
-
|
-
|
2,013
|
2,047
|
Borrowing cost
|
|
|
|
|
|
|
|
(12)
|
(3)
|
(83)
|
(82)
|
|
|
|
|
|
|
|
|
5,984
|
3,978
|
13,757
|
11,863
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
1,933
|
1,130
|
2,963
|
2,287
|
Noncurrent liabilities
|
|
|
|
|
|
|
|
4,051
|
2,848
|
10,794
|
9,576
|
66
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
17.5.
Borrowings in foreign currencies
On March 31, 2020 GPA had loans in
foreign currencies (US dollar and Colombian pesos) to strengthen its working
capital, maintain its cash strategy, lengthening its debt profile and make
investments.
17.6. Guarantees
The Company has signed promissory
notes for some loan contracts.
17.7. Swap contracts
The Company use swap transactions
for 100% of its borrowings denominated in US dollars and fixed interest rates,
exchanging these obligations for Real linked to CDI (floating) interest rates.
These contracts have 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 2020 was 5.44% (6.34% in March 31, 2019).
17.8. 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, 2020, GPA was in compliance with these
covenants.
17.9. Issuance of debentures
In the first
quarter of 2020, occurred the 17th issue of simple debentures, not convertible
into shares, in a single series with a nominal value of R$1,000 each, with a
maturity of 3 years, in the total amount of R$2,000. Such resources will be used
to strengthen working capital and extend the debt profile.
17.10. Credit lines
On May 13,
2020 the Company has a pre-approved a credit line of R$250.
67
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
18. Financial instruments
The detailed information on
financial instruments was presented in the annual financial statements for 2019,
in note 19.
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
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
|
|
|
|
|
|
Financial assets:
|
|
|
|
|
|
Amortized cost
|
|
|
|
|
|
Related parties -
assets
|
510
|
248
|
|
100
|
104
|
Trade receivables
and other receivables
|
465
|
531
|
|
959
|
924
|
Others
assets
|
-
|
-
|
|
55
|
51
|
Fair value through profit or
loss
|
|
|
|
|
|
Cash and cash
equivalents
|
2,321
|
2,863
|
|
6,152
|
7,954
|
Financial instruments
– Fair value hedge
|
284
|
47
|
|
485
|
86
|
Others
assets
|
-
|
-
|
|
2
|
2
|
Fair value through other comprehensive
income
|
|
|
|
|
|
Trade receivables
with credit card companies and sales vouchers
|
395
|
50
|
|
505
|
377
|
Others
assets
|
-
|
-
|
|
23
|
19
|
Financial liabilities:
|
|
|
|
|
|
Other financial liabilities - amortized
cost
|
|
|
|
|
|
Related
parties -liabilities
|
(209)
|
(234)
|
|
(191)
|
(215)
|
Trade payables
|
(4.073)
|
(5.022)
|
|
(12.039)
|
(14.887)
|
Financing for
purchase of assets
|
(53)
|
(127)
|
|
(133)
|
(231)
|
Debentures and
promissory notes
|
(5.984)
|
(3.978)
|
|
(13.757)
|
(11.863)
|
Borrowings and
financing
|
(506)
|
(503)
|
|
(2.498)
|
(1.347)
|
Lease
liability
|
(4.911)
|
(4.921)
|
|
(8.881)
|
(8.667)
|
Fair value through profit or loss
|
|
|
|
|
|
Loans and
financing (Hedge accounting)
|
(1,137)
|
(861)
|
|
(1,483)
|
(945)
|
Financial
instruments – Fair Value Hedge
|
-
|
(30)
|
|
(80)
|
(47)
|
Disco del Uruguay put option
(18.3)
|
-
|
-
|
|
(526)
|
(466)
|
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 18.3.
18.1. 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.
68
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
There were no
changes as to objectives, policies or processes during the quarter ended on
March 31, 2020. The capital structure is presented as follows:
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
|
|
|
|
|
|
Cash and cash equivalents
|
2,321
|
2,863
|
|
6,152
|
7,954
|
Financial instruments – Fair value hedge
|
284
|
17
|
|
405
|
39
|
Borrowings and financing
|
(7,627)
|
(5,342)
|
|
(17,738)
|
(14,155)
|
Other liabilities with related parties
(*)
|
(117)
|
(124)
|
|
(117)
|
(124)
|
Net debt
|
(5,139)
|
(2,586)
|
|
(11,298)
|
(6,286)
|
|
|
|
|
|
|
Shareholders’ equity
|
(11,251)
|
(10,940)
|
|
(13,909)
|
(13,511)
|
|
|
|
|
|
|
Net debt to equity ratio
|
46%
|
24%
|
|
81%
|
47%
|
(*) 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
payment flow of the Company’s financial liabilities as of March 31,
2020.
a) Parent Company
|
Up to 1
Year
|
1 – 5
years
|
More than 5
years
|
Total
|
Borrowings and financing
|
1,150
|
321
|
366
|
1,837
|
Debentures and promissory note
|
2,073
|
4,359
|
-
|
6,432
|
Derivative financial instruments
|
(263)
|
(2)
|
-
|
(265)
|
Lease liability
|
1,012
|
3,232
|
6,151
|
10,395
|
Trade payables
|
4,073
|
-
|
-
|
4,073
|
Total
|
8,045
|
7,910
|
6,517
|
22,472
|
b)
Consolidated
|
Up to 1 Year
|
1 – 5 years
|
More than 5
years
|
Total
|
Borrowings and financing
|
2,593
|
1,291
|
471
|
4,355
|
Debentures and promissory note
|
3,391
|
11,712
|
323
|
15,426
|
Derivative financial instruments
|
(385)
|
(16)
|
(3)
|
(404)
|
Lease liability
|
1,753
|
5,594
|
9,726
|
17,073
|
Trade payables
|
12,038
|
-
|
-
|
12,038
|
Total
|
19,390
|
18,581
|
10,517
|
48,488
|
69
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
(iii)
Derivative financial instruments
|
|
Consolidated
|
|
|
Notional value
|
|
Fair value
|
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
Swap with hedge
|
|
|
|
|
|
|
Hedge object
(debt)
|
|
1,158
|
955
|
|
1,483
|
944
|
|
|
|
|
|
|
|
Long position
(buy)
|
|
|
|
|
|
|
Prefixed rate
|
TR+9.80% per year
|
127
|
127
|
|
96
|
99
|
US$ +
fixed
|
USD+2.99% per year
|
1,031
|
828
|
|
1,387
|
846
|
|
|
1,158
|
955
|
|
1,483
|
945
|
Short position
(sell)
|
|
|
|
|
|
|
|
119,17% of CDI
|
(1,158)
|
(955)
|
|
(1,130)
|
(917)
|
|
|
|
|
|
|
|
Hedge position - asset
|
|
-
|
-
|
|
353
|
57
|
Hedge position - liability
|
|
-
|
-
|
|
-
|
(29)
|
Net hedge position
|
|
-
|
-
|
|
353
|
28
|
Realized gains and losses and
unrealized gains and losses on these contracts during the quarter ended on March
31, 2020 are recorded as financial income (expenses), net and the balance
receivable at fair value is R$353 (balance payable of R$28 as of December 31,
2019), 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,
2020 were a gain of R$302 (gain of R$4 as of March 31, 2019).
17.
18.
18.1.
18.2. 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% was taken into account, respectively, on
risk variables, up to one year of the financial instruments.
For the probable scenario,
weighted exchange rate was R$5.26 on the due date, and the weighted interest
rate weighted was 3.23% 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.
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.
70
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
|
|
|
|
|
|
Market
projection
|
Operations
|
|
Risk
(CDI variation)
|
|
Balance at 03.31.2020
|
|
Scenario I
|
|
Scenario II
|
|
Scenario III
|
|
|
|
|
|
|
|
|
|
|
|
Fair value hedge of fixed
rate
|
|
101.40% of CDI
|
|
(86)
|
|
(211)
|
|
(214)
|
|
(212)
|
Fair value hedge of exchange
rate
|
|
120.71%
of CDI
|
|
(1,044)
|
|
(1,102)
|
|
(1,108)
|
|
(1,111)
|
Debentures
|
|
135.66% of CDI
|
|
(12,738)
|
|
(13,191)
|
|
(13,304)
|
|
(13,418)
|
Debentures (2nd issue CRA)
|
|
96.00%
of CDI
|
|
(1,102)
|
|
(1,145)
|
|
(1,155)
|
|
(1,166)
|
Bank loans
|
|
129.37% of CDI
|
|
(1.013)
|
|
(1,048)
|
|
(1,057)
|
|
(1,066)
|
Total borrowings and financing
exposure
|
|
|
|
(15,983)
|
|
(16,697)
|
|
(16,838)
|
|
(16,973)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
(*)
|
|
88.00% of
CDI
|
|
3,238
|
|
3,346
|
|
3,373
|
|
3,400
|
Net exposure
|
|
|
|
(12,745)
|
|
(13,351)
|
|
(13,465)
|
|
(13,573)
|
Net effect - loss
|
|
|
|
|
|
(606)
|
|
(720)
|
|
(828)
|
(*) Weighted
average
The Éxito Group's sensitivity test
considers the economic environment in which the company operates. In scenario I,
the observable rates are used. In scenario II it is considered on increase of
10% and in scenario III it is a decrease of 10%.
Scenario I: Reference Bank Index
in Colombia (IBR) available 3.285%.
Scenario II: 0.3285% increase in
IBR and for Libor at 90 days an increase of 0.14505%
Scenario III: 0.3285% decrease in
IBR and for Libor at 90 days a decrease of 0.14505%
|
|
|
|
Maket
projection
|
Transactions
|
|
Balance
03.31.2020
|
|
Scenario
I
|
|
Scenario
II
|
|
Scenario
III
|
|
|
|
|
|
|
|
|
|
Bank loans and swap
|
|
1,419
|
|
1,416
|
|
1,484
|
|
1,585
|
18.3. 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.
71
Companhia Brasileira de Distribuição
|
|
|
Notes to the interim financial information
|
March 31, 2020
|
(In millions of Brazilian reais, unless otherwise stated)
|
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
|
|
|
03.31.2020
|
03.31.2020
|
Level
|
Financial assets and liabilities
|
|
|
|
Trade receivables with credit card companies and sales vouchers
|
505
|
505
|
2
|
Swaps of annual rate between currencies
|
342
|
342
|
2
|
Swaps of annual rate
|
101
|
101
|
2
|
Forward between Currencies
|
(25)
|
(25)
|
2
|
Cash flow hedge to receive dividends
|
(13)
|
(13)
|
2
|
Borrowings and financing (FVPL)
|
(1,483)
|
(1,483)
|
2
|
Borrowings and financing and debentures (amortized cost)
|
(16,255)
|
(15,613)
|
2
|
Disco Del Uruguay put option (*)
|
(526)
|
(526)
|
3
|
Total
|
(17,354)
|
(16,712)
|
|
(*) Non-controlling shareholders of Disco del Uruguay S.A. Éxito Group’s subsidiary have a exercisable put option based on a formula that uses data such as net income, EBITDA - earnings before interest, taxes, depreciation and amortization and net debt, in addition to fixed amounts determined in the contract and the exchange variation applicable for conversion to the functional currency. This put option was presented in “Acquisition of minority interest” in current liabilities.
There were no changes between the fair value measurements levels in the quarter ended on March 31, 2020.
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.
72
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
18.4. Consolidated position of derivative
transactions
The Company
and its subsidiaries have derivative contracts with the following financial
institutions: Itaú BBA, Bradesco, Tokyo Bank, Scotiabank, Credit Agricole
Corporate, Bogotá Bank, BBVA, BNP, BBVA, Davivenda, Bancolombia, HSBC and
Corficolombia.
The consolidated position of
outstanding derivative financial instruments are presented in the table below:
|
|
|
Consolidated
|
Risk
|
Reference
value
|
Due date
|
03.31.2020
|
03.31.2019
|
|
|
|
|
|
Debt
|
|
|
|
|
USD - BRL
|
US$ 210
|
2020
|
282
|
16
|
USD - BRL
|
US$ 50
|
2021
|
60
|
-
|
Interest rate - BRL
|
R$ 21
|
2026
|
2
|
2
|
Interest rate - BRL
|
R$ 106
|
2027
|
9
|
10
|
|
|
|
|
|
Dividends receivable
|
|
|
|
|
COP - USD
|
US$ 120
|
2020
|
3
|
-
|
USD - BRL
|
US$ 120
|
2020
|
(16)
|
-
|
Derivatives - Fair value hedge -
Brazil
|
|
340
|
28
|
|
|
|
|
|
Debt
|
|
|
|
|
USD - COP
|
US$ 153
|
2020
|
30
|
20
|
USD - COP
|
US$ 3
|
2022
|
3
|
1
|
Interest rate - COP
|
COP 419,828
|
2020
|
(2)
|
(1)
|
Interest rate - COP
|
COP 126,879
|
2021
|
(2)
|
(1)
|
|
|
|
29
|
19
|
|
|
|
|
|
Trade payables
|
|
|
|
|
EUR - COP
|
EUR 6
|
2020
|
3
|
-
|
USD - COP
|
USD 43
|
2020
|
33
|
(8)
|
|
|
|
36
|
(8)
|
|
|
|
|
|
Derivatives – Éxito Group
|
|
|
65
|
11
|
73
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
19. 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 2019, in note
20.
19.1. Taxes and contributions payable and taxes payable in
installments
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
|
|
|
|
|
|
Taxes payable in installments - Law
11,941/09
|
331
|
354
|
|
332
|
355
|
Taxes payable in installments –
PERT
|
159
|
162
|
|
159
|
162
|
ICMS
|
58
|
50
|
|
92
|
96
|
PIS and COFINS
|
3
|
4
|
|
6
|
7
|
Provision for income tax and social
contribution
|
-
|
-
|
|
80
|
-
|
Withholding Income Tax
|
2
|
1
|
|
2
|
1
|
INSS
|
6
|
1
|
|
10
|
6
|
Other
|
5
|
7
|
|
23
|
60
|
Taxes – Éxito Group
|
-
|
-
|
|
293
|
220
|
|
564
|
579
|
|
997
|
907
|
|
|
|
|
|
|
Current
|
216
|
203
|
|
648
|
531
|
Noncurrent
|
348
|
376
|
|
349
|
376
|
|
|
|
|
|
|
19.2. Maturity schedule of taxes payable in installments
in noncurrent liabilities:
|
Parent
Company and Consolidated
|
From 1 to 2
years
|
79
|
From 2 to 3
years
|
78
|
From 3 to 4
years
|
111
|
From 4 to 5
years
|
9
|
After 5
years
|
72
|
|
349
|
74
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
20. Income tax and social contribution
20.1. Income tax and social contribution expense
reconciliation
The detailed information on income tax and social
contribution was presented in the annual financial statements for 2019, in note
21.
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
03.31.2019
|
|
03.31.2020
|
03.31.2019
|
|
|
Restated
|
|
|
Restated
|
Income before income tax and social contribution
|
(178)
|
110
|
|
(112)
|
151
|
Expense of income tax and social contribution at the
nominal rate
|
45
|
(28)
|
|
13
|
(59)
|
Tax penalties
|
(3)
|
(3)
|
|
(2)
|
(3)
|
Share of profit of associates
|
11
|
39
|
|
(7)
|
(2)
|
Interest on own capital (*)
|
-
|
48
|
|
-
|
48
|
Tax benefits
|
-
|
2
|
|
3
|
6
|
Other permanent differences
|
1
|
(3)
|
|
2
|
(5)
|
Effective income tax and social
contribution
|
54
|
55
|
|
9
|
(15)
|
|
|
|
|
|
|
Income tax and social contribution for the
period:
|
|
|
|
|
|
Current
|
1
|
(8)
|
|
(93)
|
(109)
|
Deferred
|
53
|
63
|
|
102
|
94
|
Deferred income tax and social
contribution expense
|
54
|
55
|
|
9
|
(15)
|
Effective rate
|
30.34%
|
-50.00%
|
|
8.04%
|
9.93%
|
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.
20.2.
Breakdown of deferred income tax and social contribution
|
Parent
Company
|
|
03.31.2020
|
|
12.31.2019
|
|
Asset
|
Liability
|
Net
|
|
Asset
|
Liability
|
Net
|
|
|
|
|
|
|
|
|
Tax losses and negative basis of social
contribution
|
236
|
-
|
236
|
|
140
|
-
|
140
|
Provision for risks
|
213
|
-
|
213
|
|
212
|
-
|
212
|
Goodwill tax amortization
|
-
|
(123)
|
(123)
|
|
-
|
(123)
|
(123)
|
Mark-to-market adjustment
|
-
|
(6)
|
(6)
|
|
-
|
(4)
|
(4)
|
Intangible, property and equipment
|
-
|
(156)
|
(156)
|
|
-
|
(149)
|
(149)
|
Unrealized gains with tax
credits
|
-
|
(98)
|
(98)
|
|
-
|
(101)
|
(101)
|
Net leasing of the right to
use
|
258
|
-
|
258
|
|
252
|
-
|
252
|
Other
|
12
|
-
|
12
|
|
58
|
-
|
58
|
Deferred income tax and social contribution assets
(liabilities)
|
719
|
(383)
|
336
|
|
662
|
(377)
|
285
|
|
|
|
|
|
|
|
|
Compensation
|
(383)
|
383
|
-
|
|
(377)
|
377
|
-
|
Deferred income tax and social contribution assets
(liabilities), net
|
336
|
-
|
336
|
|
285
|
-
|
285
|
75
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
|
Consolidated
|
|
03.31.2020
|
|
12.31.2019
|
|
Asset
|
Liability
|
Net
|
|
Asset
|
Liability
|
Net
|
|
|
|
|
|
|
Tax losses and negative basis of social
contribution
|
657
|
-
|
657
|
|
538
|
-
|
538
|
Provision for risks
|
343
|
-
|
343
|
|
321
|
-
|
321
|
Goodwill tax amortization
|
-
|
(600)
|
(600)
|
|
-
|
(604)
|
(604)
|
Mark-to-market adjustment
|
-
|
(5)
|
(5)
|
|
-
|
(7)
|
(7)
|
Intangible, property and equipment
|
-
|
(1,069)
|
(1,069)
|
|
-
|
(967)
|
(967)
|
Unrealized gains with tax
credits
|
85
|
(313)
|
(228)
|
|
82
|
(322)
|
(240)
|
Net leasing of the right to
use
|
376
|
-
|
376
|
|
353
|
-
|
353
|
Cash flow hedge
|
-
|
(90)
|
(90)
|
|
-
|
(80)
|
(80)
|
Other
|
68
|
-
|
68
|
|
100
|
-
|
100
|
Presumed tax on equity -
Éxito
|
203
|
-
|
203
|
|
192
|
-
|
192
|
Deferred income tax and social contribution assets
(liabilities)
|
1,732
|
(2,077)
|
(345)
|
|
1,586
|
(1,980)
|
(394)
|
|
|
|
|
|
|
|
|
Compensation
|
(1,311)
|
1,311
|
-
|
|
(1,232)
|
1,232
|
-
|
Deferred income tax and social
contribution assets (liabilities), net
|
421
|
(766)
|
(345)
|
|
354
|
(748)
|
(394)
|
(*) Originating
mainly from the added value of Éxito. See note nº13.
The Company
estimates to recover these deferred tax assets as follows:
|
Parent
Company
|
Consolidated
|
Year
|
|
|
Up to one year
|
86
|
391
|
From 1 to 2 years
|
56
|
269
|
From 2 to 3 years
|
62
|
252
|
From 3 to 4 years
|
76
|
209
|
From 4 to 5 years
|
77
|
109
|
Above 5 years
|
362
|
502
|
|
719
|
1,732
|
76
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
20.3.
Changes in deferred income tax and social
contribution
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
03.31.2019
|
|
03.31.2020
|
03.31.2019
|
|
|
Restated
|
|
|
Restated
|
At the beginning of the
period
|
285
|
266
|
|
(394)
|
(225)
|
Effects on net income:
|
|
|
|
|
|
Expense for the period – continuing
operations
|
53
|
63
|
|
102
|
94
|
Expense for the period – discontinued
operations
|
-
|
-
|
|
-
|
(89)
|
Income tax related to OCI - discontinued
operations
|
-
|
(16)
|
|
-
|
(16)
|
Effects on net equity:
|
|
|
|
|
|
Income tax on other comprehensive income - Continued
operations
|
-
|
3
|
|
-
|
3
|
Income tax on other comprehensive income -
Discontinued operations
|
-
|
-
|
|
-
|
16
|
Non-controlling interest transaction
|
-
|
(42)
|
|
-
|
(42)
|
Conversion currency adjustment
|
-
|
-
|
|
(52)
|
-
|
Assets held for sale and discontinued operations
|
-
|
-
|
|
-
|
73
|
Other
|
(2)
|
1
|
|
(1)
|
(1)
|
At the end of the period
|
336
|
275
|
|
(345)
|
(186)
|
21. Provision for contingencies
Detailed information on the
provision for legal claims was presented in the 2019 annual financial
statements, in note 22.
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.
21.1. Parent Company
|
Tax
|
Social
security and labor
|
Civil
and Regulatory
|
Total
|
Balance at December 31,
2019
|
617
|
236
|
87
|
940
|
|
|
|
|
|
Additions
|
12
|
32
|
16
|
60
|
Payments
|
(2)
|
(15)
|
(14)
|
(31)
|
Reversals
|
(11)
|
(16)
|
(9)
|
(36)
|
Monetary adjustment
|
1
|
7
|
5
|
13
|
Balance at March 31,
2020
|
617
|
244
|
85
|
946
|
|
|
|
|
|
|
Tax
|
Social
security and labor
|
Civil
and Regulatory
|
Total
|
Balance at December 31,
2018
|
679
|
231
|
77
|
987
|
|
|
|
|
|
Additions
|
62
|
21
|
13
|
96
|
Payments
|
(1)
|
(8)
|
(7)
|
(16)
|
Reversals
|
(30)
|
(20)
|
(8)
|
(58)
|
Monetary adjustment
|
7
|
7
|
4
|
18
|
Balance at March 31,
2019
|
717
|
231
|
79
|
1,027
|
77
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
21.2. Consolidated
|
Tax
|
Social security and labor
|
Civil and Regulatory
|
Total
|
Balance at December 31, 2019
|
841
|
319
|
145
|
1,305
|
|
|
|
|
|
Additions
|
12
|
36
|
21
|
69
|
Payments
|
(2)
|
(16)
|
(24)
|
(42)
|
Reversals
|
(12)
|
(19)
|
(11)
|
(42)
|
Monetary
adjustment
|
2
|
9
|
6
|
17
|
Foreign currency translation
adjustment
|
4
|
1
|
1
|
6
|
Balance at March 31, 2020
|
845
|
330
|
138
|
1,313
|
|
|
|
|
|
|
Tax
|
Social security and labor
|
Civil and Regulatory
|
Total
|
Balance at December 31, 2018
|
828
|
291
|
116
|
1,235
|
|
|
|
|
|
Additions
|
63
|
183
|
65
|
311
|
Payments
|
(1)
|
(151)
|
(37)
|
(189)
|
Reversals
|
(143)
|
(69)
|
(31)
|
(243)
|
Monetary
adjustment
|
4
|
28
|
8
|
40
|
Liabilities related to assets held for sale and
discontinued operations
|
112
|
11
|
(2)
|
121
|
Balance at March 31, 2019
|
863
|
293
|
119
|
1,275
|
21.3. 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:
ICMS
The Federal
Supreme Court ("STF") on October 16, 2014 decided that ICMS taxpayers that trade
products included in the “basked of food staples” have no right to fully utilize
the ICMS credits. The Company, with the assistance of its legal counsel, decided
to record a provision for this matter amounting to R$49 as of March 31, 2020
(R$50 as of December 31, 2019) 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. On May 9, 2019, the STF upheld the
previous understanding and did not comply with the request for modulation of the
effects of the decision. However, such a decision did not have a major impact on
the Company's financial information, since the amount was already provisioned in
its entirety.
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 occurred in 2020, the Company accrued R$272 (R$268 in December
31, 2019) representing the best estimation of probable loss evaluated by
management based on documentation evidence aspect of the claims.
78
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
Supplementary Law 110/2001
The Company claims in
court the eligibility to not pay the contributions provided for by Supplementary
Law 110/2001, referring to the FGTS (Government Severance Indemnity Fund for
Employees) costs. The accrued amount as of March 31, 2020 is R$97 (R$96 in
December 31, 2019).
Other contingent tax claims
Other tax
claims remained, which, according to the analysis of its legal advisors, were
provisioned 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) no social charges on benefits granted to its employees, due to an
unfavorable decision in the Court (v) other minor issues. The amount accrued for
these matters as of March 31, 2020 is R$344 (R$349 as of December 31,
2019).
Éxito Group
The
subsidiary Éxito and its subsidiaries discuss tax issues related to value added
tax, property tax and industry and commerce taxes in the amount of R$81 on March
31, 2020 (R$78 as of December 31, 2019).
21.4. 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, 2020, the Company recorded a
provision of R$330 (R$319 as of December 31, 2019. 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.
21.5. Civil, regulatory and others
The Company and its subsidiaries
are parties to civil lawsuits at several court levels (indemnities and
collections, among others) and at different courts. The Company’s management
records provisions in amounts considered sufficient to cover unfavorable court
decisions, when its legal counsel considers the loss as probable.
Among these lawsuits, we point out
the following:
· The Company and its
subsidiaries are parties to various lawsuits requesting the renewal of rental
agreements and the review of the current rent paid. The Company recognizes a
provision for the difference between the amount originally paid by the stores
and the amounts 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, 2020, the amount accrued for these
lawsuits is R$65 (R$68 as of December 31, 2019), for which there are no escrow
deposits.
79
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
· 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, 2020 the amount of this provision is R$25 (R$24 on December 31, 2019).
· The subsidiary Éxito
and its subsidiaries respond to certain lawsuits related to civil liability
cases, lawsuits for rental conditions and other matters in the amount of R$12 on
March 31, 2020 (R$17 on December 31, 2019).
·
In
relation to the provisioned amounts remaining for other civil jurisdiction
matters on March 31, 2020, it is R$36 (R$36 on December 31, 2019).
Total civil lawsuits and others as
of March 31, 2020 amount to R$138 (R$145 as of December 31, 2019).
21.6. Non-accrued contingent liabilities
The Company has other litigations
which have been analyzed by the legal counsel and considered as possible loss
and, therefore, have not been accrued. The possible litigations updated balance
without indemnization from shareholders is of R$10,959 as March 31, 2020
(R$10,829 in December 31, 2019), 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$455, as March 31, 2020 (R$453 as of December 31, 2019). 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. The amount involved is R$1,991 as of March 31, 2020
(R$1,055 as of December 31, 2019).
· 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, among others
less significant taxes. These lawsuits await decision at the administrative and
court levels. The amount involved in these assessments is R$1,028 in March 31,
2020 (R$2,022 as of December 31, 2019).
·
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$6,842, as
of March 31, 2020 (R$6,773 as of December 31, 2019), which await a final
decision at the administrative and court levels.
80
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
· 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 and sundry taxes, in the
amount of R$159 in March 31, 2020 (R$123 as of December 31, 2019), 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$408 in March 31, 2020 (R$403 as of December 31, 2019).
· The subsidiary Éxito
and its subsidiaries have an amount of R$76 of lawsuits with probability of
possible losses on March 31, 2020 (R$72 as of December 31,2019), mostly related
to tax matters.
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$1,417 in March 31, 2020 (R$1,409 in
December 31, 2019).
The Company is responsible for the
legal processes of GLOBEX prior to the association with Casas Bahia (Via
Varejo). As of March 31, 2020, the amount involved in tax proceedings is R$457
(R$484 as of December 31, 2019).
The Company engages external
attorneys to represent it in the tax assessments, whose fees are contingent upon
a percentage to be applied to the amount of success in the final outcome of
these lawsuits. This percentage may vary according to qualitative and
quantitative factors of each claim, and as of March 31, 2020 the estimated
amount, in case of success in all lawsuits, is approximately R$195 (R$205 as of
December 31, 2019).
21.7. 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
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
Tax
|
165
|
172
|
|
235
|
242
|
Labor
|
436
|
424
|
|
487
|
474
|
Civil and other
|
36
|
43
|
|
72
|
79
|
Total
|
637
|
639
|
|
794
|
795
|
81
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
21.8. Guarantees
|
Consolidated
|
Lawsuits
|
Property and equipment
|
|
Letter of Guarantee
|
|
Total
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
|
|
|
|
|
|
|
|
|
Tax
|
838
|
843
|
|
9,858
|
9,162
|
|
10,696
|
10,005
|
Labor
|
-
|
-
|
|
629
|
539
|
|
629
|
539
|
Civil and other
|
10
|
11
|
|
479
|
469
|
|
489
|
480
|
Total
|
848
|
854
|
|
10,966
|
10,170
|
|
11,814
|
11,024
|
The cost of guarantees (letters of
guarantee and guarantee insurance) is approximately 0.55% per year of the amount
of the lawsuits and is recorded as expense.
21.9.
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.
Since the decision of the Supreme
Court on March 15, 2017, the proceedings have been brought forward by our legal
advisors without any change in management's judgment, but without the final
decision on the appeal filed by the prosecution. The Company and its advisors
estimate that the decision on this appeal will not limit the right of the
lawsuit filed by the Company, however, the elements of the lawsuit are still
pending decision and do not allow the recognition of assets related to the
credits to be raised since filing of the lawsuit in 2003. The subsidiaries that
had the final and unappealable process recorded in 2019 the amount of R$368, of
which R$176 in the financial result. The Company also estimates the potential
value of the credits in the amount of R$1,198.
21.10.
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 and the “Proceeding").
The Proceeding aims to discuss the
calculation of the rental fees and other operational matters related to the
stores owned by Peninsula, which are under several lease agreements and
contracts entered into between the Company and Peninsula during 2005 (the
"Agreements"). The Agreements assure to CBD the rent of the stores for a period
of twenty (20) years, 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.
82
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
22. Lease liability
22.1. Leasing obligations
The detailed information on
leasing obligations were presented in the annual financial statements for 2019,
in note 23.1.
Lease liability amounted to
R$8,881 as of March 31, 2020 (R$8,667 as of December 31, 2019), as shown in the
table below:
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
|
|
|
|
|
|
Lease liability –minimum rental
payments:
|
|
|
|
|
|
Up to 1 year
|
504
|
533
|
|
920
|
937
|
1 - 5 years
|
1.669
|
1.663
|
|
2.999
|
2.936
|
Over 5 years
|
2.738
|
2.725
|
|
4.962
|
4.794
|
Present value of lease
agreements
|
4.911
|
4.921
|
|
8.881
|
8.667
|
|
|
|
|
|
|
Future charges
|
5.484
|
5.466
|
|
8.192
|
8.007
|
Future value of lease
agreements
|
10.395
|
10.387
|
|
17.073
|
16.674
|
The interest expense on lease
liability is presented in note 28. The incremental interest rate of the Company
and its subsidiaries at the date of signing of the agreements was 11.50% in the
quarter ended March 31, 2020 (13.14% as of March 31, 2019).
22.2. Movement of leasing liability
|
Parent
Company
|
|
Consolidated
|
At December 31,
2019
|
4,921
|
|
8,667
|
Additions
|
4
|
|
141
|
Remeasurement
|
158
|
|
259
|
Accrued
interest
|
132
|
|
218
|
Payments
|
(274)
|
|
(425)
|
Anticipated lease contract
closure
|
(22)
|
|
(86)
|
Transfer to
subsidiary
|
(8)
|
|
-
|
Conversion currency
adjustment
|
-
|
|
107
|
At March 31,
2020
|
4,911
|
|
8,881
|
|
|
|
|
Current
|
504
|
|
920
|
Noncurrent
|
4,407
|
|
7,961
|
|
|
|
|
83
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
|
Parent
Company
|
|
Consolidated
|
At December 31,
2018
|
4,670
|
|
5,787
|
Additions
|
-
|
|
33
|
Remeasurement
|
120
|
|
197
|
Accrued
interest
|
133
|
|
262
|
Exchange and monetary
variation
|
2
|
|
3
|
Payments
|
(263)
|
|
(536)
|
Anticipated lease contract
closure
|
(22)
|
|
(45)
|
Liabilities related to assets
held for sale and discontinued operations (note 31)
|
-
|
|
100
|
At March 31,
2019
|
4,640
|
|
5,801
|
|
|
|
|
Current
|
384
|
|
465
|
Noncurrent
|
4,256
|
|
5,336
|
22.3. Lease expense on variable rents, low value assets and
short-term agreements
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
03.31.2019
|
|
03.31.2020
|
03.31.2019
|
Expenses (income) for the
period:
|
|
Restated
|
|
|
Restated
|
Variable (0.1% to 4.5% of
sales)
|
6
|
1
|
|
15
|
10
|
Sublease rentals (*)
|
(48)
|
(46)
|
|
(54)
|
(55)
|
(*)
Refers to lease agreements receivable from commercial
shopping malls.
23. Deferred revenue
The deferred revenue
recorded by Company and its subsidiaries as a liability for the
anticipation of amounts received from business partners on exclusivity in the
intermediation of additional or extended warranty services, and the amounts for
the rental of back lights for exhibition of products from its suppliers, they
are recognized in the income for the year by proving the provision of service in
the sale of these guarantees to business partners.
The detailed
information on deferred revenue was presented in the annual financial statements
for 2019, in note 24.
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
|
|
|
|
|
|
Future revenue agreement
|
15
|
10
|
|
15
|
10
|
Additional or extended
warranties
|
15
|
16
|
|
15
|
16
|
Services rendering agreement - Allpark
|
9
|
9
|
|
9
|
9
|
Revenue from credit card operators and
banks
|
22
|
42
|
|
61
|
84
|
Back lights
|
-
|
-
|
|
111
|
142
|
Gift Card
|
6
|
6
|
|
72
|
99
|
Others
|
-
|
1
|
|
32
|
31
|
|
67
|
84
|
|
315
|
391
|
Current
|
|
|
|
|
|
Noncurrent
|
45
|
60
|
|
292
|
365
|
|
22
|
24
|
|
23
|
26
|
84
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
24. Shareholders’ equity
The detailed
information on shareholders’ equity were presented in the annual financial
statements for 2019, in note 25.
24.1. Capital stock
The subscribed and paid-up capital
as of March 31, 2020 is represented by 268,046 (267,997 as of December 31, 2019)
thousands of registered shares with no par value. On March 2, the process of
converting preferred shares into common shares was completed and GPA started
trading on the Novo Mercado
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 19, 2020 and March 24, 2020, it was
approved a capital increase of R$2 (R$32 on December 31, 2019) through the
issuance of 48 thousands common shares (1,152 thousands of preferred shares on
December 31,2019). On March 31, 2020, the capital stock is R$ 6,859 (R$ 6,857 on
December 31, 2019).
Stock option plan for common shares current
|
|
|
|
03.31.2020
|
|
|
|
|
Number
of options (in thousands)
|
Series
granted
|
Grant
date
|
1st date of
exercise
|
Exercise price at the grant date
|
Granted
|
Exercised
|
Cancelled
|
Total
in effect
|
Series B4
|
05/31/17
|
05/31/20
|
0.01
|
537
|
(223)
|
(55)
|
259
|
Series C4
|
05/31/17
|
05/31/20
|
56.78
|
537
|
(222)
|
(55)
|
260
|
Series B5
|
05/31/18
|
05/31/21
|
0.01
|
594
|
(129)
|
(40)
|
425
|
Series C5
|
05/31/18
|
05/31/21
|
62.61
|
594
|
(127)
|
(41)
|
426
|
Series B5
|
05/31/19
|
05/31/22
|
0.01
|
434
|
(5)
|
(19)
|
410
|
Series C5
|
05/31/19
|
05/31/22
|
70.62
|
331
|
(5)
|
(19)
|
307
|
|
|
|
|
3,027
|
(711)
|
(229)
|
2,087
|
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, 2019
|
2,153
|
30.25
|
1.50
|
|
|
|
|
Cancelled during
the period
|
(10)
|
32.52
|
|
Exercised during
the period
|
(56)
|
29.97
|
|
Outstanding at
the end of the period
|
2,087
|
30.24
|
1.26
|
At March 31, 2020
|
2,087
|
30.24
|
1.26
|
The recorded amounts at the Parent Company and
Consolidated’s statement of operations at the March 31, 2020 were R$6 (R$27 at
the December 31, 2019).
85
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
24.2. Other comprehensive income
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 and Colombian pesos to Reais, corresponding to the
investment by CBD Sendas in the subsidiary Éxito. The effect in the Parent
Company was R$391 (R$151 on December 31, 2019).
25. Revenue from the sale of goods and/or
services
The detailed
information on revenue from the sale of goods and/or services were presented in
the annual financial statements for 2019, in note 26.
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
03.31.2019
|
|
03.31.2020
|
03.31.2019
|
Gross sales
|
|
|
|
|
|
Goods
|
7,006
|
6,729
|
|
21,335
|
13,790
|
Services rendered
|
101
|
88
|
|
389
|
99
|
Sales returns and
cancellations
|
(45)
|
(48)
|
|
(80)
|
(61)
|
|
7,062
|
6,769
|
|
21,644
|
13,828
|
|
|
|
|
|
|
Taxes on sales
|
(559)
|
(533)
|
|
(1,962)
|
(1,119)
|
Net operating revenues
|
6,503
|
6,236
|
|
19,682
|
12,709
|
26. Expenses by
nature
The detailed
information on expenses by nature were presented in the annual financial
statements for 2019, in note 27.
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
03.31.2019
|
|
03.31.2020
|
03.31.2019
|
|
|
Restated
|
|
|
Restated
|
|
|
|
|
|
|
Cost of inventories
|
(4,527)
|
(4,120)
|
|
(14,887)
|
(9,515)
|
Personnel expenses
|
(703)
|
(806)
|
|
(1,703)
|
(1,208)
|
Outsourced services
|
(120)
|
(136)
|
|
(241)
|
(185)
|
Functional expenses
|
(307)
|
(294)
|
|
(731)
|
(429)
|
Selling expenses
|
(255)
|
(227)
|
|
(511)
|
(315)
|
Other expenses
|
(167)
|
(171)
|
|
(413)
|
(212)
|
|
(6,079)
|
(5,754)
|
|
(18,486)
|
(11,864)
|
|
|
|
|
|
|
Cost of sales
|
(4,850)
|
(4,430)
|
|
(15,526)
|
(9,912)
|
Selling expenses
|
(1,079)
|
(1,139)
|
|
(2,459)
|
(1,683)
|
General and administrative
expenses
|
(150)
|
(185)
|
|
(501)
|
(269)
|
|
(6,079)
|
(5,754)
|
|
(18,486)
|
(11,864)
|
|
|
|
|
|
|
27. Other operating expenses, net
The detailed
information on other operating expenses, net were presented in the annual
financial statements for 2019, in note 28.
86
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
03.31.2019
|
|
03.31.2020
|
03.31.2019
|
|
|
Restated
|
|
|
Restated
|
|
|
|
|
|
|
Tax installments and other tax risks
|
(25)
|
(22)
|
|
(32)
|
(18)
|
Restructuring expenses (*)
|
(132)
|
(13)
|
|
(197)
|
(13)
|
Losses on disposals of fixed assets
|
(7)
|
(15)
|
|
(28)
|
(18)
|
Income from finance lease
|
(1)
|
-
|
|
(16)
|
-
|
Total
|
(165)
|
(50)
|
|
(273)
|
(49)
|
(*) amounts related to
restructuring expenses in Brazilian operations and expenses in the acquisition
of Éxito
Group.
28. Financial income (expenses),
net
The detailed
information on financial income (expenses), net, net were presented in the
annual financial statements for 2019, in note 29.
|
Parent
Company
|
|
Consolidated
|
|
03.31.2020
|
03.31.2019
|
|
03.31.20120
|
03.31.2019
|
|
|
Restated
|
|
|
Restated
|
Finance
expenses:
|
|
|
|
|
|
Cost of
debt
|
(86)
|
(81)
|
|
(176)
|
(93)
|
Cost of
discounting receivables
|
(14)
|
(18)
|
|
(26)
|
(29)
|
Monetary
restatement loss
|
(54)
|
(30)
|
|
(183)
|
(31)
|
Interest on lease
liability
|
(130)
|
(130)
|
|
(212)
|
(163)
|
Other finance
expenses
|
(17)
|
(15)
|
|
(31)
|
(22)
|
Total financial
expenses
|
(301)
|
(274)
|
|
(628)
|
(338)
|
|
|
|
|
|
|
Financial
income:
|
|
|
|
|
|
Income from short
term investments
|
35
|
3
|
|
75
|
4
|
Monetary
restatement gain
|
38
|
19
|
|
123
|
28
|
Other financial
income
|
1
|
2
|
|
4
|
4
|
Total financial
income
|
74
|
24
|
|
202
|
36
|
|
|
|
|
|
|
Total
|
(227)
|
(250)
|
|
(426)
|
(302)
|
The gains or losses on derivative
financial instruments are recorded as cost of debt and disclosed in Note
18.
29. Earnings per share
The
information on earnings per share was presented in the annual financial
statements for 2019, in note 30.
The table
below presents the determination of net income available to holders of common
shares and the weighted average number of common shares outstanding used to
calculate basic and diluted earnings (loss) per share in each reporting
period:
87
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
|
03.31.2020
|
|
03.31.2019
|
|
|
|
Restated
|
Basic numerator
|
|
|
|
Net income (loss) allocated to common shareholders –
continued operations
|
(124)
|
|
136
|
Net income (loss) allocated to common shareholders -
discontinued operations
|
(6)
|
|
(10)
|
Net income (loss) allocated to common
shareholders
|
(130)
|
|
126
|
|
|
|
|
Basic denominator (millions of
shares)
|
|
|
|
Weighted average of shares
|
268
|
|
267
|
|
|
|
|
Basic earnings (loss) per millions of shares (R$) –
continued operations
|
(0.46307)
|
|
0.51010
|
Basic earnings (loss) per millions of shares (R$) -
discontinued operations
|
(0.02241)
|
|
(0.03751)
|
Basic earnings (loss) per millions of shares (R$) -
total
|
(0.48547)
|
|
0.47259
|
|
|
|
|
Diluted numerator
|
|
|
|
Net income (loss) allocated to common shareholders –
continued operations
|
(124)
|
|
136
|
Net income (loss) allocated to common shareholders -
discontinued operations
|
(6)
|
|
(10)
|
Net income (loss) allocated to common
shareholders
|
(130)
|
|
126
|
|
|
|
|
Diluted denominator
|
|
|
|
Weighted average of shares (in
millions)
|
268
|
|
267
|
Stock option
|
-
|
|
1
|
Diluted weighted average of shares
(millions)
|
268
|
|
268
|
|
|
|
|
Diluted earnings (loss) per millions of shares
(R$) – continued operations
|
(0.46307)
|
|
0.50827
|
Diluted earnings (loss) per millions of shares (R$)
– discontinued operations
|
(0.02241)
|
|
(0.03751)
|
Diluted earnings (loss) per millions of shares (R$)
– total
|
(0.48547)
|
|
0.47076
|
30. Segment information
The
information on segment information was presented in the annual financial
statements for 2019, in note 31.
Management
considers the following segments:
· Food retail – includes
the banners “Pão de Açúcar”, “Extra Hiper”, “Extra Supermercado” / “Mercado
Extra”, “Minimercado Extra”, “Minuto Pão de Açúcar”, “Posto Extra, “Drogaria
Extra” and “GPA Malls & Properties”.
· Cash & Carry –
includes the brand “ASSAÍ”.
· Éxito Group - includes
the company Éxito (Colômbia) and its subsidiaries Libertad (Argentina) and Disco
Del Uruguay (Uruguay). Éxito operates the brands Surtimax, Super Inter, and
Carulla.
The electronics and electronic
commerce segments were sold and are presented as discontinued operations on
March 31, 2019. The other businesses are composed of the results of James,
Cheftime, Stix and Cnova N.V. Both segments are maintained in this note for
purposes of reconciliation with the consolidated financial
statements.
The eliminations of the result and
balance sheet are presented within the segment itself.
The debentures for the acquisition
of Éxito and the interest on them were considered in the Éxito Group, as well as
other expenses related to the acquisition.
Information on the Company’s
segments as of March 31, 2020 is included in the table below:
88
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
Description
|
Retail
|
|
Cash &
Carry
|
|
Éxito Group
|
|
Assets
held for sale and discontinued operations
|
|
Others businesses
|
|
Total
|
03.31.2020
|
03.31.2019
|
|
03.31.2020
|
03.31.2019
|
|
03.31.2020
|
03.31.2019
|
|
03.31.2020
|
03.31.2019
|
|
03.31.2020
|
03.31.2019
|
|
03.31.2020
|
03.31.2019
|
|
|
Restated
|
|
|
Restated
|
|
|
Restated
|
|
|
Restated
|
|
|
Restated
|
|
|
Restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue
|
6,769
|
6,382
|
|
7,807
|
6,327
|
|
5,095
|
-
|
|
-
|
-
|
|
11
|
-
|
|
19,682
|
12,709
|
Gross profit
|
1,699
|
1,827
|
|
1,215
|
970
|
|
1,242
|
-
|
|
-
|
-
|
|
-
|
-
|
|
4,156
|
2,797
|
Depreciation and amortization
|
(262)
|
(234)
|
|
(114)
|
(91)
|
|
(166)
|
-
|
|
-
|
-
|
|
(1)
|
-
|
|
(543)
|
(325)
|
Share of profit of subsidiaries and
associates
|
28
|
21
|
|
-
|
-
|
|
(29)
|
-
|
|
-
|
-
|
|
(65)
|
(39)
|
|
(66)
|
(18)
|
Operating income
|
88
|
213
|
|
322
|
279
|
|
(9)
|
-
|
|
-
|
-
|
|
(87)
|
(39)
|
|
314
|
453
|
Net financial expenses
|
(228)
|
(257)
|
|
(64)
|
(45)
|
|
(134)
|
-
|
|
-
|
-
|
|
-
|
-
|
|
(426)
|
(302)
|
Profit(loss) before income tax and
social contribution
|
(140)
|
(44)
|
|
258
|
234
|
|
(143)
|
-
|
|
-
|
-
|
|
(87)
|
(39)
|
|
(112)
|
151
|
Income tax and social
contribution
|
41
|
62
|
|
(85)
|
(76)
|
|
51
|
-
|
|
-
|
-
|
|
2
|
(1)
|
|
9
|
(15)
|
Net income (loss) for continued
operations
|
(99)
|
18
|
|
173
|
158
|
|
(92)
|
-
|
|
-
|
-
|
|
(85)
|
(40)
|
|
(103)
|
136
|
Net income (loss) for discontinued
operations
|
(6)
|
(38)
|
|
-
|
-
|
|
-
|
-
|
|
-
|
92
|
|
-
|
-
|
|
(6)
|
54
|
Net income (loss) of year
end
|
(105)
|
(20)
|
|
173
|
158
|
|
(92)
|
-
|
|
-
|
92
|
|
(85)
|
(40)
|
|
(109)
|
190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
|
03.31.2020
|
12.31.2019
|
Current assets
|
8,766
|
8,002
|
|
5,162
|
5,290
|
|
6,667
|
6,590
|
|
-
|
-
|
|
46
|
10
|
|
20,641
|
19,892
|
Noncurrent assets
|
15,594
|
15,568
|
|
7,497
|
7,475
|
|
15,818
|
15,030
|
|
-
|
-
|
|
51
|
26
|
|
38,960
|
38,099
|
Current liabilities
|
9,560
|
11,557
|
|
3,260
|
4,317
|
|
9,540
|
7,252
|
|
-
|
-
|
|
62
|
9
|
|
22,422
|
23,135
|
Noncurrent liabilities
|
11,199
|
9,725
|
|
2,980
|
2,295
|
|
9,088
|
9, 324
|
|
-
|
-
|
|
3
|
1
|
|
23,270
|
21,345
|
Shareholders' equity
|
3,601
|
2,288
|
|
6,419
|
6,153
|
|
3,857
|
5,044
|
|
-
|
-
|
|
32
|
26
|
|
13,909
|
13,511
|
89
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
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:
|
03.31.2020
|
|
03.31.2019
|
Assai
|
7,807
|
|
6,327
|
Extra / Compre
Bem
|
3,935
|
|
3,787
|
Pão de Açúcar
|
1,769
|
|
1,636
|
Proximidade
|
368
|
|
292
|
Éxito Group
|
5,095
|
|
-
|
Stations / Drugstores /
Delivery
|
697
|
|
662
|
Other business
|
11
|
|
5
|
Total net operating
revenue
|
19,682
|
|
12,709
|
31. Non cash transactions
During the
quarter ended March 31, 2020, the Company had transactions that did not
represent cash disbursements and, therefore, were not presented in the cash flow
statements, as follows:
· Purchase of fixed assets not paid yet as note
15.2;
· Purchase of intangible assets not paid yet as per note
16.2;
· Deferred income tax as per note 20;
· Additions of provisions for contingencies as per note
21.
32. Non current assets held for sale and discontinued
operations
32.1. Ongoing transaction to dispose of Via Varejo
subsidiary
The
detailed information about assets held for sale and discontinued operations were
presented in the annual financial statements of 2019, in note 33.
Parent Company
|
03.31.2020
|
|
12.31.2019
|
|
|
|
|
|
|
|
|
Property/lands held for sale
|
574
|
|
171
|
Total
|
574
|
|
171
|
|
|
|
|
Consolidated
|
03.31.2020
|
|
12.31.2019
|
|
|
|
|
|
|
|
|
Property/lands held for sale
|
983
|
|
171
|
Éxito real estate enterprises
|
51
|
|
47
|
Total
|
1,034
|
|
218
|
|
|
|
|
The company and subsidiaries entered into a
sale leaseback agreement, as detailed in note 1.3. The variation in the period
is exclusively due to the signing of this contract.
As disclosed in notes 12.3, on
June 14, 2019, the sale of Via Varejo S.A. (“VV”) was concluded, the date on
which control of the subsidiary was exercised by its new controlling
shareholders.
Below is Via Varejo's summary cash
flow statement:
90
Companhia Brasileira de
Distribuição
|
|
|
Notes to the
interim financial information
|
March 31,
2020
|
(In millions of
Brazilian reais, unless otherwise
stated)
|
Cash flow:
|
03.31.2019
|
|
Restated
|
|
|
Cash flow provided by (used in) operating
activities
|
(1,935)
|
Net cash provided by (used in) investing
activities
|
(167)
|
Net cash provided by (used in) financing
activities
|
(313)
|
Cash variation in the period
|
(2,415)
|
Income statement:
The breakdown of profit from discontinued operations
presented in the consolidated income statement of the Company is as
follows:
|
03.31.2020
|
|
03.31.2019
|
|
|
|
Restated
|
|
|
|
|
Net operating revenue
|
-
|
|
6,330
|
Profit before income tax and social
contribution
|
-
|
|
187
|
Income tax and social contribution
|
-
|
|
(87)
|
Profit for the period
|
-
|
|
100
|
|
|
|
|
Other results from discontinued
operations
|
(6)
|
|
(46)
|
Profit from discontinued operations presented in the
consolidated income statement of the Company
|
(6)
|
|
54
|
|
|
|
|
Attributable:
|
|
|
|
Controlling shareholders of
the Company
|
(6)
|
|
(10)
|
Participation of
non-controlling shareholders
|
-
|
|
64
|
Additionally a
reclassification was made of incurred costs on Parent Company basically related
to indemnity costs of contingences form prior periods to acquisition, paid to
Via Varejo. Under IFRS 5, such costs were reclassified to discontinued
activities in the amount of R$6 on March 31, 2019 (R$46 on March 31,
2019).
33. Subsequent events
33.1. Payment of dividends
The Company, in the Ordinary and
Extraordinary General Shareholders' Meeting held on April 23, approved the
distribution of dividends for the period from April 1, 2019 to December 31,
2019, in the amount of R$156. This amount corresponds to R$0.582024107 per
common share and was imputed to the minimum mandatory dividend for the year
2019, said payment will be made on June 15, 2020.
33.2. National currency loan agreement
On April 24, 2020 Sendas and CBD entered into a loan
agreement in national currency in the amount of R$250 each, totaling R$500. The
contracts mature on April 25, 2022 and pay annual interest.
33.3. Receipt of dividends Éxito
In April, Sendas received approximately R$1.2 billion in
dividends from Éxito, which will be fully used to amortize the debt for the
acquisition of Éxito
91
Other information deemed as relevant by the
Company
Shareholder
position - 03/31/2020
|
|
SHAREHOLDERS
\'POSITION OF THE COMPANY'S CONTROLLERS, UP TO THE LEVEL OF
INDIVIDUAL
|
COMPANHIA
BRASILEIRA DE DISTRIBUIÇÃO (Publicly held company)
|
Shareholding at
03/31/2020
(In
units) Total
|
Shareholder
|
Common
Shares
|
Preferred
Shares
|
Total
|
Number
|
%
|
Number
|
%
|
Number
|
%
|
Wilkes Participações S/A
|
94,019,178
|
35.0758%
|
0
|
0.00%
|
94,019,178
|
35.0758%
|
Jean-Charles Naouri*
|
1
|
0.0000%
|
0
|
0.00%
|
1
|
0.0000%
|
Geant International BV*
|
9,423,742
|
3.5157%
|
0
|
0.00%
|
9,423,742
|
3.5157%
|
Segisor*
|
5,600,050
|
2.0892%
|
0
|
0.00%
|
5,600,050
|
2.0892%
|
Casino Guichard Perrachon*
|
2
|
0.0000%
|
0
|
0.00%
|
2
|
0.0000%
|
King LLC*
|
852,000
|
0.3179%
|
0
|
0.00%
|
852,000
|
0.3179%
|
Helicco Participações Ltda.
|
581,600
|
0.2170%
|
0
|
0.00%
|
581,600
|
0.2170%
|
BlackRock, Inc.*
|
17,767,984
|
6.6287%
|
0
|
0.00%
|
17,767,984
|
6.6287%
|
Board of Directors
|
563,805
|
0.2103%
|
0
|
0.00%
|
563,805
|
0.2103%
|
Board
|
190,554
|
0.0711%
|
0
|
0.00%
|
190,554
|
0.0711%
|
Treasury Shares
|
239,060
|
0.0892%
|
0
|
0.00%
|
239,060
|
0.0892%
|
Others
|
138,807,747
|
51.7851%
|
0
|
0.00%
|
138,807,747
|
51.7851%
|
Total
|
268,045,722
|
100.00%
|
0
|
0.00%
|
268,045,722
|
100.00%
|
(*) Non-resident company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DISTRIBUTION OF
THE SOCIAL CAPITAL OF THE LEGAL ENTITY (SHAREHOLDER OF THE COMPANY), UP TO
THE LEVEL OF THE INDIVIDUAL
|
WILKES
PARTICIPAÇÕES S.A
|
Shareholding
(In
units)
|
Shareholder/Quotaholder
|
Common
Shares
|
Preferred
Shares
|
Total
|
Number
|
%
|
Number
|
Number
|
%
|
Number
|
Casino Guichard Perrachon*
|
2
|
0.00%
|
0
|
0.00%
|
2
|
0.00%
|
Segisor*
|
223,698,566
|
100.00%
|
0
|
0.00%
|
223,698,566
|
100.00%
|
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%
|
(*) Non-resident company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DISTRIBUTION OF
THE SOCIAL CAPITAL OF THE LEGAL ENTITY (SHAREHOLDER OF THE COMPANY), UP TO
THE LEVEL OF THE INDIVIDUAL
|
SEGISOR
|
Shareholding
(In
units)
|
QUOTAHOLDER
|
QTD
QUOTAS
|
%
|
AÇÕES PN
|
%
|
Quantidade
|
%
|
Casino Guichard Perrachon*
|
1,774,479,284
|
100.00%
|
0
|
0.00%
|
1,774,479,284
|
100.00%
|
Equitis Gestion*
|
2
|
0.00%
|
0
|
0.00%
|
2
|
0.00%
|
TOTAL
|
1,774,479,286
|
100.00%
|
0
|
0%
|
1,774,479,286
|
100.00%
|
92
Other information deemed as relevant by the Company
|
|
|
|
|
|
|
|
DISTRIBUTION OF THE SOCIAL CAPITAL OF THE LEGAL ENTITY (SHAREHOLDER OF THE COMPANY), UP TO THE LEVEL OF THE INDIVIDUAL
|
ONPER INVESTIMENTOS 2015 S.L.
|
Shareholding
(In units)
|
SHAREHOLDER
|
AÇÕES ON
|
%
|
AÇÕES PN
|
%
|
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%
|
|
|
|
|
|
|
|
DISTRIBUTION OF THE SOCIAL CAPITAL OF THE LEGAL ENTITY (SHAREHOLDER OF THE COMPANY), UP TO THE LEVEL OF THE INDIVIDUAL
|
ALMANACENES ÉXITO S.A.
|
Posição em (em unidades)
|
SHAREHOLDER*
|
AÇÕES ON
|
%
|
AÇÕES PN
|
%
|
Quantidade
|
%
|
Sendas
|
432.256.668
|
96.57%
|
0
|
0.00%
|
432.256.668
|
96.57%
|
Minority
|
15.347.648
|
3.43%
|
0
|
0.00%
|
15.347.648
|
3.43%
|
TOTAL
|
447.604.316
|
100.00%
|
0
|
0.00%
|
447.604.316
|
100.00%
|
|
|
|
|
|
|
|
CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDINGSHARES
|
Shareholding at 03/31/2020
(In units) Total
|
Shareholder
|
Common Shares
|
Preferred Shares
|
Number
|
%
|
Number
|
Number
|
%
|
Number
|
Controlling parties
|
110,476,573
|
41.22%
|
-
|
-
|
110,476,573
|
41.22%
|
|
|
|
|
|
|
|
Management
|
|
|
|
|
|
|
Board of Directors
|
563,805
|
0.21%
|
-
|
-
|
563,805
|
0.21%
|
Board of Executive Officers
|
190,554
|
0.07%
|
-
|
-
|
190,554
|
0.07%
|
|
|
|
|
|
|
|
Treasury Shares
|
239,060
|
0.09%
|
-
|
-
|
239,060
|
0.09%
|
|
|
|
|
|
|
|
Other Shareholdersas
|
156,575,731
|
58.41%
|
-
|
-
|
156,575,731
|
58.41%
|
|
|
|
|
|
|
|
Total
|
268,045,722
|
100.00%
|
-
|
-
|
268,045,722
|
100.00%
|
|
|
|
|
|
|
|
Outstanding Shares
|
157,330,090
|
58.70%
|
-
|
-
|
157,330,090
|
58.70%
|
|
|
|
|
|
|
|
CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDINGSHARES
|
Shareholding at 03/31/2019
(In units) Total
|
Shareholder
|
Common Shares
|
Preferred Shares
|
Number
|
%
|
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%
|
|
|
|
|
|
|
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Outstanding Shares
|
60,621
|
0.06%
|
156,083,802
|
93.37%
|
156,144,423
|
58.51%
|
93
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.
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COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
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Date: May 14, 2020
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By: /s/ Peter Estermann
Name: Peter Estermann
Title: Chief Executive Officer
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|
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By: /s/ Christophe José Hidalgo
Name: Christophe José Hidalgo
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.
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