SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Pursuant to Rule 13a-16
or 15d-16 of
the Securities Exchange Act
of 1934
For the month of May, 2007
Brazilian
Distribution Company
(Translation of
Registrants Name Into English)
Av. Brigadeiro Luiz Antonio,
3126 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
FEDERAL GOVERNMENT SERVICE | |
BRAZILIAN SECURITIES COMMISSION (CVM) | Unaudited |
QUARTERLY FINANCIAL INFORMATION (ITR) | Corporation |
COMMERCIAL, INDUSTRIAL AND OTHER | Legislation |
March 31, 2007 |
REGISTRATION WITH CVM SHOULD NOT BE CONSTRUED AS AN APPRECIATION ON THE COMPANY. COMPANY MANAGEMENT IS RESPONSIBLE FOR THE INFORMATION PROVIDED. |
01.01 IDENTIFICATION
1 CVM CODE 01482-6 |
2 COMPANY NAME COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
3 - Brazilian Revenue Service Registry of Legal Entities CNPJ 47.508.411/0001-56 |
4 Registration Number NIRE 35900089901 |
01.02 - HEAD OFFICE
1 FULL ADDRESS Avenida Brigadeiro Luís Antônio, 3142 |
2 - SUBURB OR DISTRICT Jardim Paulista |
|||
3 ZIP CODE 01402-000 |
4 MUNICIPALITY SÃO PAULO |
5 STATE SP |
||
6 AREA CODE 011 |
7 TELEPHONE 3886-0533 |
8 TELEPHONE - |
9 TELEPHONE - |
10 TELEX |
11 AREA CODE 011 |
12 FAX 3884-7177 |
13 FAX - |
14 - FAX - |
|
15 E-MAIL cbd .ri@paodeacucar.com.br |
01.03 INVESTOR RELATIONS OFFICER (Company Mail Address)
1 NAME Daniela Sabbag |
2 - FULL ADDRESS Av. Brigadeiro Luís Antônio, 3142 |
|||
3 SUBURB OR DISTRICT Jardim Paulista |
4 - ZIP CODE 01402-000 |
5 MUNICIPALITY SÃO PAULO |
6 STATE SP |
|
7 AREA CODE 011 |
8 TELEPHONE 3886-0421 |
9 TELEPHONE - |
10 - TELEPHONE - |
11 TELEX |
12 - AREA CODE 011 |
13 FAX 3884-2677 |
14 FAX - |
15 - FAX - |
|
16 - E-MAIL cbd.ri@paodeacucar.com.br |
01.04 GENERAL INFORMATION / INDEPENDENT ACCOUNTANT
CURRENT YEAR | CURRENT QUARTER | PRIOR QUARTER | |||||
1-BEGINNING | 2-END | 3-QUARTER | 4-BEGINNING | 5-END | 6-QUARTER | 7-BEGINNING | 8-END |
1/1/2007 | 12/31/2007 | 1 | 1/1/2007 | 3/31/2007 | 4 | 10/1/2006 | 12/31/2006 |
9 AUDITOR Ernst & Young Auditores Independentes S/S |
10-CVM CODE 00471-5 |
||||||
11-NAME OF RESPONSIBLE PARTNER Sergio Citeroni |
12-INDIVIDUAL TAXPAYERS' REGISTRATION - CPF 042.300.688-67 |
1
01.05 CAPITAL COMPOSITION
Number of shares (THOUSAND) |
Current Quarter 3/31/2007 |
Prior quarter 12/31/2006 |
Same quarter in prior year 3/31/2006 |
Subscribed Capital | |||
1 Common | 49,839,926 | 49,839,926 | 49,839,926 |
2 Preferred | 63,931,453 | 63,931,453 | 63,827,990 |
3 Total | 113,771,379 | 113,771,379 | 113,667,916 |
Treasury Stock | |||
4 Common | 0 | 0 | 0 |
5 Preferred | 0 | 0 | 0 |
6 Total | 0 | 0 | 0 |
01.06 CHARACTERISTICS OF THE COMPANY
1 - TYPE OF COMPANY Commercial, industrial and others |
2 - SITUATION Operating |
3 - SHARE CONTROL NATURE Private national |
4 - ACTIVITY CODE 1190 Supermarkets |
5 MAIN ACTIVITY Retail Trade |
6 - CONSOLIDATION TYPE Partial |
7 - TYPE OF REPORT OF INDEPENDENT ACCOUNTANTS Unqualified |
01.07 COMPANIES EXCLUDED FROM THE CONSOLIDATED FINANCIAL STATEMENTS
1 ITEM | 2 CNPJ | 3 NAME |
01 | 06.048.737/0001-60 | NOVA SAPER PARTICIPAÇÕES LTDA |
02 | 07.145.976/0001-00 | VANCOUVER EMPREEND. E PARTICIPAÇÕES LTDA. |
03 | 07.145.968/0001-55 | MESSINA EMPREEND. E PARTICIPAÇÕES LTDA. |
04 | 07.146.013/0001-12 | SEVILHA EMPREEND. E PARTICIPAÇÕES LTDA. |
01.08 DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER
1 ITEM | 2 EVENT | 3 - DATE APPROVED | 4 YIELD | 5 - DATE OF PAYMENT | 6 - TYPE OF SHARE | 7 YIELD PER SHARE |
01 | AGO | 4/30/2007 | DIVIDEND | 6/27/2007 | ON | 0.0001690300 |
02 | AGO | 4/30/2007 | DIVIDEND | 6/27/2007 | PN | 0.0001859400 |
2
01.09 SUBSCRIBED CAPITAL AND ALTERATIONS IN CURRENT YEAR
1 ITEM | 2 CHANGE DATE | 3 - CAPITAL (IN THOUSANDS OF REAIS) |
4 - CHANGE AMOUNT (IN THOUSANDS OF REAIS) |
5 - CHANGE NATURE | 7 - NUMBER OF SHARES ISSUED (THOUSAND) |
8 - SHARE PRICE ON ISSUE DATE (IN REAIS) |
01.10 INVESTOR RELATIONS OFFICER
1 DATE | 2 SIGNATURE |
3
02.01 - Balance Sheet - Assets (Thousands of reais)
1 CODE | 2 Description | 3 3.31.2007 | 4 - 12.31.2006 |
1 | Total assets | 8,950,867 | 9,453,435 |
1.01 | Current assets | 2,079,339 | 2,687,297 |
1.01.01 | Available funds | 119,821 | 528,654 |
1.01.01.01 | Cash and banks | 68,498 | 146,869 |
1.01.01.02 | Financial investments | 51,323 | 381,785 |
1.01.02 | Receivables | 908,595 | 1,197,725 |
1.01.02.01 | Trade accounts receivable | 480,602 | 756,359 |
1.01.02.02 | Sundry receivables | 427,993 | 441,366 |
1.01.02.02.01 | Advances to suppliers and employees | 34,430 | 29,836 |
1.01.02.02.02 | Taxes recoverable | 249,586 | 256,306 |
1.01.02.02.03 | Deferred income tax | 89,849 | 101,794 |
1.01.02.02.04 | Other receivables | 54,128 | 53,430 |
1.01.03 | Inventories | 1,005,200 | 944,147 |
1.01.04 | Other | 45,723 | 16,771 |
1.01.04.01 | Prepaid expenses | 45,723 | 16,771 |
1.02 | Non-current assets | 6,871,528 | 6,766,138 |
1.02.01 | Long-term receivables | 1,607,612 | 1,589,568 |
1.02.01.01 | Sundry receivables | 1,051,243 | 1,010,684 |
1.02.01.01.01 | Receivables securitization fund | 170,226 | 164,034 |
1.02.01.01.02 | Taxes recoverable | 118,562 | 94,459 |
1.02.01.01.03 | Deferred income tax and social contribution | 560,118 | 557,558 |
1.02.01.01.04 | Judicial deposits | 188,830 | 180,542 |
1.02.01.01.05 | Other accounts receivable | 13,507 | 14,091 |
1.02.01.02 | Receivables from related companies | 556,369 | 578,884 |
1.02.01.02.01 | Other related companies | 0 | 0 |
1.02.02.02.02 | Subsidiary companies | 523,324 | 535,854 |
1.02.01.02.03 | Related parties checking account | 33,045 | 43,030 |
1.02.01.03 | Other | 0 | 0 |
1.02.02 | Permanent assets | 5,263,916 | 5,176,570 |
1.02.02.01 | Investments | 1,118,634 | 1,116,870 |
1.02.02.01.01 | Associated companies | 0 | 0 |
1.02.02.01.02 | Associated companies goodwill | 0 | 0 |
1.02.02.01.03 | Subsidiary companies | 1,118,433 | 1,116,669 |
1.02.02.01.04 | Subsidiary companies goodwill | 0 | 0 |
1.02.02.01.05 | Other investments | 201 | 201 |
1.02.02.02 | Property, plant and equipment | 3,677,316 | 3,569,815 |
1.02.02.03 | Intangible assets | 394,264 | 413,822 |
1.02.02.04 | Deferred charges | 73,702 | 76,063 |
4
02.02 - Balance Sheet - Liabilities (Thousands of reais)
1 - CODE | 2 Description | 3 3.31.2007 | 4 12.31.2006 |
2 | Total liabilities and shareholders' equity | 8,950,867 | 9,453,435 |
2.01 | Current liabilities | 2,467,329 | 3,011,331 |
2.01.01 | Loans and financing | 336,867 | 511,321 |
2.01.02 | Debentures | 401,490 | 414,761 |
2.01.03 | Suppliers | 1,328,760 | 1,694,683 |
2.01.04 | Taxes, charges and contributions | 52,243 | 53,602 |
2.01.05 | Dividends payable | 20,312 | 20,312 |
2.01.06 | Provisions | 0 | 0 |
2.01.07 | Payables to related companies | 0 | 0 |
2.01.08 | Other liabilities | 327,657 | 316,652 |
2.01.08.01 | Salaries and related contributions | 137,173 | 146,988 |
2.01.08.02 | Public services | 4,316 | 5,971 |
2.01.08.03 | Rents | 24,264 | 27,675 |
2.01.08.04 | Advertising | 7,803 | 7,355 |
2.01.08.05 | Insurance | 1,765 | 0 |
2.01.08.06 | Purchase of assets | 78,627 | 44,366 |
2.01.08.07 | Other accounts payable | 73,709 | 84,297 |
2.02 | Noncurrent liabilities | 1,605,461 | 1,599,977 |
2.02.01 | Long-term liabilities | 1,605,461 | 1,599,977 |
2.02.01.01 | Loans and financing | 120,000 | 139,597 |
2.02.01.02 | Debentures | 0 | 0 |
2.02.01.03 | Provisions | 0 | 0 |
2.02.01.04 | Payables to related companies | 0 | 0 |
2.02.01.05 | Advance for future capital increase | 0 | 0 |
2.02.01.06 | Other liabilities | 1,485,461 | 1,460,380 |
2.02.01.06.01 | Provision for contingencies | 1,183,555 | 1,153,228 |
2.02.01.06.02 | Tax installments | 244,507 | 248,163 |
2.02.01.06.03 | Provision for capital deficiency of subsidiaries | 43,169 | 43,673 |
2.02.01.06.04 | Others | 14,230 | 15,316 |
2.04 | Shareholders equity | 4,878,077 | 4,842,127 |
2.04.01 | Paid-up capital | 3,954,629 | 3,954,629 |
2.04.02 | Capital reserves | 517,331 | 517,331 |
2.04.02.01 | Special reserve for goodwill | 517,331 | 517,331 |
2.04.03 | Revaluation reserves | 0 | 0 |
2.04.03.01 | Own assets | 0 | 0 |
2.04.03.02 | Subsidiary/associated companies | 0 | 0 |
2.04.04 | Revenue reserves | 406,117 | 370,167 |
2.04.04.01 | Legal | 123,073 | 123,073 |
2.04.04.02 | Statutory | 0 | 0 |
2.04.04.03 | For contingencies | 0 | 0 |
2.04.04.04 | Unrealized profits | 0 | 0 |
2.04.04.05 | Retention of profits | 115,501 | 79,551 |
2.04.04.06 | Special for undistributed dividends | 0 | 0 |
2.04.04.07 | Other | 167,543 | 167,543 |
2.04.04.07.01 | Reserve for expansion | 167,543 | 167,543 |
2.04.05 | Retained earnings/accumulated deficit | 0 | 0 |
2.04.06 | Advance for future capital increase | 0 | 0 |
5
03.01 - STATEMENT OF INCOME FOR THE QUARTER (Thousands of reais)
1 CODE | 2 DESCRIPTION | 3 1.1.2007 to 3.31.2007 | 4 1.1.2007 to 3.31.2007 | 5 1.1.2006 to 3.31.2006 | 6 1.1.2006 to 3.31.2006 |
3.01 | Gross sales and/or services | 3,049,608 | 3,049,608 | 2,794,550 | 2,794,550 |
3.02 | Deductions | (484,890) | (484,891) | (461,357) | (461,357) |
3.03 | Net sales and/or services | 2,564,718 | 2,564,718 | 2,333,193 | 2,333,193 |
3.04 | Cost of sales and/or services rendered | (1,842,099) | (1,842,099) | (1,631,883) | (1,631,883) |
3.05 | Gross profit | 722,619 | 722,619 | 701,310 | 701,310 |
3.06 | Operating (expenses) income | (667,863) | (667,863) | (625,803) | (625,803) |
3.06.01 | Selling | (435,289) | (435,289) | (415,342) | (415,342) |
3.06.02 | General and administrative | (74,946) | (74,946) | (71,463) | (71,463) |
3.06.03 | Financial | (46,574) | (46,574) | (47,745) | (47,745) |
3.06.03.01 | Financial income | 42,288 | 42,288 | 76,222 | 76,222 |
3.06.03.02 | Financial expenses | (88,862) | (88,862) | (123,967) | (123,967) |
3.06.04 | Other operating income | 0 | 0 | 0 | 0 |
3.06.05 | Other operating expenses | (112,817) | (112,817) | (95,636) | (95,636) |
3.06.05.01 | Other taxes and charges | (14,603) | (14,603) | (10,220) | (10,220) |
3.06.05.02 | Depreciation and amortization | (98,719) | (98,719) | (88,446) | (88,446) |
3.06.05.03 | Loss on investment in subsidiary company | 505 | 505 | 3,030 | 3,030 |
3.06.06 | Equity in the results of subsidiary and associated companies | 1,763 | 1,763 | 4,383 | 4,383 |
3.07 | Operating profit | 54,756 | 54,756 | 75,507 | 75,507 |
3.08 | Nonoperating results | (3,662) | (3,662) | 7,286 | 7,286 |
3.08.01 | Revenue | 93 | 93 | 13,341 | 13,341 |
3.08.02 | Expenses | (3,755) | (3,755) | (6,055) | (6,055) |
3.09 | Income before taxation and profit sharing | 51,094 | 51,094 | 82,793 | 82,793 |
3.10 | Provision for income tax and social contribution | (3,178) | (3,178) | (23,271) | (23,271) |
3.11 | Deferred income tax | (9,385) | (9,385) | (3,649) | (3,649) |
3.12 | Statutory profit sharing and contributions | (2,581) | (2,581) | (3,000) | (3,000) |
3.12.01 | Profit sharing | (2,581) | (2,581) | (3,000) | (3,000) |
3.12.02 | Contributions | 0 | 0 | 0 | 0 |
3.13 | Reversal of interest on shareholders' equity | 0 | 0 | 0 | 0 |
3.15 | Net income/loss for the period | 35,950 | 35,950 | 60,171 | 60,171 |
Number of shares, ex-treasury (in thousands) | 113,771,379 | 113,771,379 | 113,667,916 | 113,667,916 | |
Earnings per share | 0.00032 | 0.00032 | 0.00053 | 0.00053 | |
Loss per share |
6
04.01 - Notes to the Quarterly Financial Information
(All amounts in thousands of reais, except when indicated)
1. Operations
Companhia Brasileira de Distribuição (CBD or Company) operates primarily as a retailer of food, clothing, home appliances and other products through its chain of hypermarkets, supermarkets, specialized and department stores principally under the trade names Pão de Açúcar, Extra, Barateiro, Comprebem, Extra Eletro, Sendas and Extra Perto. At March 31, 2007, the Company had 550 stores in operation (549 stores at December 31, 2006), of which 397 are operated by the Parent Company, and the remaining by its subsidiaries, 6 of them being operated by the subsidiary Novasoc Comercial Ltda., (Novasoc), 45 by Sé Supermercados Ltda. (Sé), and 102 stores by Sendas Distribuidora S.A. (Sendas Distribuidora).
a) Sendas Distribuidora
Sendas Distribuidora operations began on February 1, 2004 through the Investment and Partnership Agreement, entered into in December 2003 with Sendas S.A. (Sendas). This subsidiary concentrates retailing activities of the Company and of Sendas in the entire state of Rio de Janeiro. The Company is performing a restructuring process, in order to increasing profitability through efficiency gains. (see Note 11(i)).
b) Partnership with Itaú
On July 27, 2004, a Memorandum of Understanding was signed between Banco Itaú Holding Financeira S.A. (Itaú) and the Company with the objective of setting up Financeira Itaú CBD S.A. (FIC). FIC structures and trades financial products, services and related items to CBD customers and has effectively assumed the financing operations to the Companys clients and its subsidiaries since the third quarter of 2005, on an exclusive basis (see Note 9 (d)). The Company has 50% shareholding of the FIC capital through its subsidiary Miravalles Empreendimentos e Participações S.A. (Miravalles).
c) Casino joint venture agreement
On May 3, 2005, the Diniz Group and the Casino Group (headquartered in France) incorporated Vieri Participações S.A. (Vieri), which became the parent company of CBD, whose control is shared by both group of shareholders.
On December 20, 2006, at the General Shareholders Meeting, it was approved the merger of Vieri by the Company. Due to the merger, the Company cancelled shares issued thereby owned by Vieri and consequently issued, in equal number, Companys new common shares, all non-par, registered shares on behalf of Wilkes
7
Participações S.A. (Wilkes), sole Vieris shareholder at the time of merger. Wilkes was incorporated to operate as Grupo Pão de Açúcars holding company.
2. Basis of Preparation and Presentation of the Quarterly Information
The quarterly information was prepared in accordance with the accounting practices adopted in Brazil and with the procedures issued by the Brazilian Securities Commission (CVM) and by the Brazilian Institute of Accountants (IBRACON).
With the purpose of providing additional information, the following is presented: (a) statement of cash flow, prepared in accordance with the Statement NPC 20/99 issued by IBRACON and (b) statement of added value, in accordance with Resolution of Accounting Federal Council CFC 1,010 as of January 21, 2005.
Certain assets, liabilities, revenues and expenses are determined on the basis of estimates when preparing the financial statements. Accordingly, the financial statements of the Company and the consolidated financial statements include various estimates, among which are those relating to calculation of allowance for doubtful accounts, depreciation and amortization, asset valuation allowance, realization of deferred taxes, contingencies and other estimates. Actual results may differ from those estimated.
Significant accounting practices and consolidation criteria adopted by the Company are shown below:
a) Cash and cash equivalents
Cash and cash equivalents include the cash and checking account balances.
b) Marketable securities
Securities are recorded at cost, accrued of earnings verified up to the balance sheet date and not exceeding the market value. The marketable securities are redeemable within 90 days as from the balance sheet date.
c) Accounts receivable
Accounts receivable are stated at estimated realizable values. An allowance for doubtful accounts is provided in an amount considered by Management to be sufficient to meet probable future losses related to uncollectible accounts.
8
The setting up of provision is mainly based on the historic average of losses, in addition to specific accounts receivable deemed as uncollectible.
Customer credit financing is generally for a term of up to 24 months. Interest is recorded and allocated as financial income during the financing period.
The Company securitizes its accounts receivable with a partially owned special purpose entity, the PAFIDC (Pão de Açúcar Fundo de Investimento em Direitos Creditórios).
d) Inventories
Inventories are carried at the lower of cost or market value. The cost of inventories purchased directly by the stores is based on the last purchase price, which approximates the First In, First Out (FIFO) method. The cost of inventories purchased through the warehouse is recorded at average cost, including warehousing and handling costs.
e) Other current and noncurrent assets
Other assets and receivables are stated at cost, including, when applicable, contractual indexation accruals, net of allowances to reflect realizable amounts, if necessary.
f) Investments
Investments in subsidiaries are accounted for by the equity method, and provision for capital deficiency in subsidiaries is recorded, when applicable. Other investments are recorded at acquisition cost.
g) Property and equipment
These assets are shown at acquisition or construction cost, monetarily restated until December 31, 1995, deducted from the related accumulated depreciation, calculated on a straight-line basis at the rates mentioned in Note 10, which take into account the economic useful lives of the assets or the leasing term, whichever is shorter.
Interest and financial charges on loans and financing obtained from third parties directly or indirectly attributable to the process of purchase, construction and operating expansion, are capitalized during the construction and refurbishment of the Companys stores in conformity with CVM Deliberation 193. The capitalized
9
interest and financial charges are appropriated to results over the depreciation periods of the corresponding assets.
Other expenditures for repairs and maintenance that do not significantly extend the useful lives of related asset are charged to expense as incurred. Expenditures that significantly extend the useful lives of existing facilities and equipment are capitalized.
h) Intangible assets
Intangible assets include premium derived from the acquisition of companies and amounts related to acquisition of commercial rights and outlets. These amounts are supported by appraisal reports issued by independent experts, based on the expectation of future profitability, and are amortized in accordance with projected profitability over a maximum period of ten years.
i) Deferred charges
The expenditures related to the implementation of projects and development of new products and business models we recorded based on feasibility studies and are amortized for a term not exceeding 5 years.
j) Other current and noncurrent liabilities
These liabilities are stated at known or estimated amounts including, when applicable, accrued charges and interest or foreign exchange variations.
k) Derivative financial instruments
The Company uses derivative financial instruments to reduce its exposure to market risk resulting from fluctuations in interest and foreign currency exchange rates. In the case of asset instruments, these are accounted for at the lower of cost or market value, whichever is the shorter.
l) Taxation
Revenues from sales and services are subject to taxation by State Value-Added Tax ICMS, Services Tax ISS, Social Contribution Tax on Gross Revenue for Social Integration Program PIS and Social Contribution Tax on Gross Revenue for Social Security Financing COFINS at rates prevailing in each region and are presented as sales deductions in the statement of income.
10
The credits derived from non-cumulative PIS and COFINS are shown deducted from cost of goods sold in the statement of income. The debits derived from financial income and credits derived from financial expenses are shown deducted in these proper items of the statement of income.
The advances or amounts subject to offsetting are shown in the current and noncurrent assets, in accordance with the estimate for their realization.
The taxation on income comprises the income and social contribution taxes, which are calculated based on taxable income (adjusted income), at rates applicable according to the prevailing laws 15%, accrued of 10% over the amount exceeding R$ 240 yearly for income tax and 9% for social contribution tax.
Deferred and income and social contribution tax assets were recorded under the item Deferred income and social contribution taxes from tax losses, negative basis of social contribution and temporary differences, taking into account the prevailing rates of said taxes, pursuant to the provisions of CVM Deliberation 273, as of August 20, 1998 CVM Ruling 371, as of June 27, 2002 and taking into account the history of profitability and the expectation of generating future taxable income based on a technical feasibility study, annually approved by the Board of Directors.
m) Provision for contingencies
Provision for contingencies is set up based on legal counsel opinions, in amounts considered sufficient to cover losses and risks considered probable. As per CVM Deliberation 489/05, the Company adopted the concepts established in NPC 22 on Provisions, Liabilities, Gains and Losses on Contingencies when setting up provisions and disclosures on matters regarding litigation and contingencies as per Note 16.
n) Revenues and expenses
Revenues from sales are recognized when customer receives/withdraws the goods. Financial income arising from credit sales is accrued over the credit term. Expenses and costs are recognized on the accruals basis. Volume bonuses and discounts received from suppliers in the form of product are recorded as zero-cost additions to inventories and the benefit recognized as the product is sold. Cost of sales includes warehousing and handling costs.
11
o) | Earnings per share | |
The calculation was made based on the number of outstanding shares at the balance sheet date as if net income of the period was fully distributed. Earnings may be distributed, used for capital increase purposes or for compose the profits reserve for expansion, based on the capital budget. | ||
p) | Consolidated quarterly information | |
The consolidated quarterly information was prepared in conformity with the consolidation principles prescribed by the Brazilian Corporate Law and CVM Deliberation 247, and include the quarterly information of the Company and its subsidiaries Novasoc, Sé, Sendas Distribuidora, PAFIDC, Auto Posto MFP Ltda. (Auto Posto MFP), Auto Posto Sigua Ltda. (Auto Posto Sigua), PA Publicidade Ltda. (PA Publicidade), Lourenção & Cia. Ltda. (Lourenção) and Versalhes Comércio de Produtos Eletroeletrônicos Ltda. (Versalhes). The direct or indirect subsidiaries, included in the consolidation, and the percentage of parent companys interest comprise: |
Interest % in | ||||
03.31.2007 | 12.31.2006 | |||
Novasoc | 10.00 | 10.00 | ||
Sé | 91.92 | 91.92 | ||
Sendas Distribuidora | 42.57 | 42.57 | ||
PAFIDC | 19.40 | 19.40 | ||
Versalhes | 90.00 | 90.00 | ||
PA Publicidade | 99.99 | 99.99 | ||
Auto Posto MFP | 99.99 | 99.99 | ||
Auto Posto Sigua | 99.99 | 99.99 | ||
Lourenção | 99.99 | 99.99 |
Although the Companys interest in Novasoc is represented by 10% of Novasocs quotas of interest, Novasoc is included in the consolidated financial statements as the Company effectively has control over a 99.98% beneficial interest in Novasoc. The other members have no effective veto or other participating or protective rights. Under the bylaws of Novasoc, the appropriation of its net income does not need to be proportional to the quotas of interest held in the company.
The subsidiary Sendas Distribuidora was fully consolidated, in accordance with the shareholders agreement, which establishes the operating and administrative management by the Company.
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The proportional investment of the Parent Company in the income of the investee, the balances payable and receivable, revenues and expenses and the unrealized profit originated in transactions between the consolidated companies were eliminated in the quarterly information.
3. Marketable Securities
The marketable securities at March 31, 2007 and December 31, 2006 earn interest mainly at the Interbank Deposit Certificate CDI rate.
4. Trade Accounts Receivable
a) Breakdown
Parent Company | Consolidated | |||||||
3.31.2007 | 12.31.2006 | 3.31.2007 | 12.31.2006 | |||||
Current | ||||||||
Resulting from sales through: | ||||||||
Credit card | 112,532 | 222,182 | 150,483 | 299,272 | ||||
Sales vouchers and others | 10,374 | 49,465 | 17,019 | 63,452 | ||||
Credit sales with post-dated checks | 12,233 | 19,921 | 17,701 | 28,699 | ||||
Accounts receivable- subsidiaries | 92,387 | 134,121 | - | - | ||||
Allowance for doubtful accounts | (2,232) | (12,329) | (2,417) | (12,597) | ||||
Resulting from Commercial Agreements | 255,308 | 342,999 | 301,751 | 397,098 | ||||
480,602 | 756,359 | 484,537 | 775,924 | |||||
Accounts receivable - Securization Fund | - | - | 848,185 | 845,668 | ||||
- | - | 848,185 | 845,668 | |||||
480,602 | 756,359 | 1,332,722 | 1,621,592 | |||||
Noncurrent | ||||||||
Trade accounts receivable - others | 13,507 | 14,091 | 13,507 | 14,091 | ||||
Trade accounts receivable - Paes Mendonça | - | - | 346,898 | 334,247 | ||||
13,507 | 14,091 | 360,405 | 348,338 | |||||
Customer credit financing accrues monthly pre-fixed interest from 2.77% to 5.99% per month (from 2.92% up to 4.99% per month at December 31, 2006), and with
13
payment terms of up to 24 months. Credit card sales relate are receivable from the credit card companies in installments not exceeding 12 months. Credit sales settled with post-dated checks accrue interest of up to 6.5% per month (6.5% per month at December 31, 2006) for settlement in up to 60 days. Credit sales are recorded net of unearned interest income.
Accounts receivable from subsidiaries relate to sales of merchandise by the Company, to supply the subsidiaries stores. Sales of merchandise by the Companys warehouses to subsidiaries were substantially carried out at cost.
b) Accounts receivable PAFIDC
The Company carries out securitization operations of its credit rights, represented by customer credit financing, credit sales with post-dated checks and credit card company receivables, to PAFIDC. The volume of operations was R$ 2,011,116 at March 31, 2007 (R$ 1,910,558 at March 31, 2006), in which, the responsibility for services rendered and subordinated interests was retained. The securitization costs of such receivables amounted to R$ 33,636 (R$ 30,259 at March 31, 2006) recognized as financial expenses in income for March 31, 2007. Services rendered, which are not remunerated, include credit analysis and the assistance by the collection department to the funds manager.
The outstanding balance of these receivables at March 31, 2007 and December 31, 2006 was R$ 848,185 and R$ 845,668, respectively, net of allowance.
c) Accounts receivable Paes Mendonça
Accounts receivable - Paes Mendonça - relate to payment of liabilities performed by the subsidiary Novasoc. Pursuant to contractual provisions, these accounts receivable are monetarily restated and guaranteed by Commercial Rights of certain stores currently operated by CBD. Maturity of accounts receivable is linked to lease agreements, mentioned in Note 9 (b) (i).
d) Accounts receivable under commercial agreements
Accounts receivable under commercial agreements result from current sales transactions carried out between the Company and its suppliers, having the volume of purchases as benchmark.
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e) Allowance for doubtful accounts
The allowance for doubtful accounts is based on average actual losses in previous periods complemented by Management's estimates of probable future losses on outstanding receivables:
Parent Company | Consolidated | |||||||
3.31.2007 | 12.31.2006 | 3.31.2007 | 12.31.2006 | |||||
Resulting from: | ||||||||
Installment sales from post-dated checks | (87) | (101) | (92) | (106) | ||||
Corporate sales | (2,037) | (12,120) | (2,153) | (12,319) | ||||
Other accounts receivable | (108) | (108) | (172) | (172) | ||||
(2,232) | (12,329) | (2,417) | (12,597) | |||||
5. Inventories
Parent Company | Consolidated | |||||||
3.31.2007 | 12.31.2006 | 3.31.2007 | 12.31.2006 | |||||
Stores | 613,576 | 594,592 | 852,906 | 817,501 | ||||
Warehouses | 391,624 | 349,555 | 458,540 | 414,462 | ||||
1,005,200 | 944,147 | 1,311,446 | 1,231,963 | |||||
Inventories are stated, net of provisions for shortage of inventories and obsolescence.
15
6. Recoverable Taxes
The balances of taxes recoverable at March 31, 2007 and December 31, 2006 refer basically to credits from IRRF (Withholding Income Tax), PIS (Employees Profit Participation Program), COFINS (Tax for Social Security Financing) and ICMS (State Value-Added Tax):
Parent Company | Consolidated | |||||||
3.31.2007 | 12.31.2006 | 3.31.2007 | 12.31.2006 | |||||
Current | ||||||||
Income tax and tax on sales | 249,586 | 256,306 | 272,330 | 378,849 | ||||
249,586 | 256,306 | 272,330 | 378,849 | |||||
Noncurrent | ||||||||
Taxes on sales | 118,562 | 94,459 | 220,448 | 95,970 | ||||
118,562 | 94,459 | 220,448 | 95,970 | |||||
Total of taxes recoverable | 368,148 | 350,765 | 492,778 | 474,819 | ||||
7. Receivables Securitization Fund - PAFIDC
PAFIDC is a receivables securitization fund formed in compliance with CVM Rulings 356 and 393 for the purpose of acquiring the Company and its subsidiaries trade receivables, arising from sales of products and services to their customers through use of credit cards, post-dated checks, sales vouchers and installment purchase booklets.
PAFIDC has a predetermined duration of five years, beginning in October 2003, renewable for an additional five-year period. The capital structure of the fund at March 31, 2007, is composed of 10,126 senior quotas held by third parties, in the amount of R$ 757,192, which represent 79.6% of the fund equity (79.7% at December 31, 2006) and 2,439 subordinated quotas held by the Company and its subsidiaries, in the amount of R$ 194,101, which represent 20.4% of the fund equity (20.3% at December 31, 2006).
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The net assets of PAFIDC at March 31, 2007 and December 31, 2006 are summarized as follows:
3.31.2007 | 12.31.2006 | |||
Assets | ||||
Available funds | 103,327 | 75,689 | ||
Accounts receivable | 848,185 | 845,668 | ||
Total assets | 951,512 | 921,357 | ||
Liabilities | ||||
Accounts payable | 219 | 193 | ||
Shareholders equity (*) | 951,293 | 921,164 | ||
Total liabilities | 951,512 | 921,357 | ||
(*) includes mandatory redeemable quotas of interest in the amount of R$ 757,192 at March 31, 2007 (R$ 734, 124 at March 31, 2006).
The subordinated quotas were attributed to the Company and are recorded in the noncurrent assets as participation in the securitization fund, the balance of which at March 31, 2007 was R$ 170,226 (R$ 164,034 at December 31, 2006). The retained interest in subordinated quotas represents the maximum exposure to loss under the securitization transactions.
The series A senior quotas reached benchmark profitability of 103.0% of CDI, variable interest interbank fee, from first subscription of quotas to February 20, 2004, and 105.0% of CDI after such date; the series B senior quotas were remunerated at 101.0% of CDI. The remaining balance of results will be attributed to the subordinated quotas. The series B senior quotaholders will redeem at June 23, 2007 the principal amount of R$ 71,100 in each redemption, updated by the reference yield, and will redeem the remaining balance of R$ 175,205 (R$ 167,893 at December 31, 2006) at the end of the funds term. The series A quotaholders will redeem their quotas only at the end of the funds term, the amount of which at March 31, 2007 corresponds to R$ 510,887 (R$ 495,131 at December 31, 2006) (Note 13).
Subordinated quotas are non-transferable and registered, and were issued in a single series. The Company will redeem the subordinated quotas only after the redemption of senior quotas or at the end of the funds term. Once the senior quotas have been remunerated, the subordinated quotas will receive the balance of the funds net assets after absorbing any default on the credit rights transferred to the fund and any losses attributed to the fund. Their redemption value is subject to credit, prepayment, and interest rate risks on the transferred financial assets.
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The holders of senior quotas have no recourse against the other assets of the Company in the event customers default on the amounts due. As defined in the agreement between the Company and PAFIDC, the transfer of credit rights is irrevocable, non-retroactive and the transfer is definitive and not enforceable against the Company
The PAFIDC financial information for the quarter ended at March 31, 2007 and the financial statements for the year ended at December 31, 2006 were audited by other independent auditors and are consolidated into the Companys financial statements. In the quarter ended at March 31, 2007, total assets and net income represent 8.5% and 19.6%, respectively, in relation to the Companys consolidated financial information (7.9% and 13.3% of total assets in the year ended at December 31, 2006 and net income, respectively, compared to the Companys consolidated financial statements in the year ended at December 31, 2006).
8. Balances and Transactions with Related Parties
Balances | ||||||||
Company | Accounts receivable (payable) |
Trade commissions receivable (payable) | Intercompany receivable (payable) | Proposed dividends | ||||
Pão de Açúcar Indústria e Comércio S.A. | ||||||||
(PAIC) | 898 | - | - | - | ||||
Wilkes | - | - | - | (7,946) | ||||
Casino Guichard Perrachon (Casino) | - | - | - | (385) | ||||
Península Participações Ltda. (Península) | 9,862 | - | - | (478) | ||||
Onyx 2006 Participações (Onyx) | - | - | - | (1,906) | ||||
Rio Plate Empreendimentos e Participações (Rio | ||||||||
Plate) | - | - | - | (377) | ||||
Sendas S.A. | - | - | 17,824 | - | ||||
Novasoc | 20,323 | 23,918 | - | - | ||||
Sé | 37,924 | 418,227 | - | - | ||||
Sendas Distribuidora | 28,242 | (17,845) | 93,710 | - | ||||
Versalhes | (49,611) | 4,988 | - | - | ||||
Auto Posto Sigua | - | 17 | - | - | ||||
Auto Posto MFP | - | 309 | - | - | ||||
Lourenção | (1,137) | - | - | - | ||||
FIC | 5,114 | - | - | - | ||||
Others | - | 10,107 | - | (9,220) | ||||
Balances at 3.31.2007 | 51,615 | 439,721 | 111,534 | (20,312) | ||||
Balances at 12.31.2006 | 61,185 | 453,642 | 108,616 | (11,777) | ||||
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Transactions held during the quarter ended | ||||||
at March 31, 2007 and 2006 | ||||||
Company | Services rendered and rents |
Net | ||||
Net sales | financial | |||||
(purchases) | income | |||||
PAIC | 1,780 | - | - | |||
Casino | (1,446) | - | - | |||
Fundo de Invest.Imob.Península | (27,457) | - | - | |||
Novasoc | 1,709 | 46,011 | - | |||
Sé | 3,718 | 105,101 | - | |||
Sendas Distribuidora | 30,282 | 50,661 | (2,216) | |||
Versalhes | - | (60,770) | - | |||
FIC | 8,655 | - | - | |||
Others | (3,061) | - | - | |||
Balance at 3.31.2007 | 14,180 | 141,003 | (2,216) | |||
Balance at 3.31.2006 | (31) | 622,671 | 10,355 | |||
Accounts receivable and sale of goods relate to the supply of stores, mainly of Novasoc, Sé, Sendas Distribuidora and Versalhes, by the Company's warehouse and were made substantially at cost; the remaining transactions, described below, are carried out at prices and conditions agreed among the parties. The trade commission contracts are subject to an administration fee.
(i) Leases
CBD leases 21 properties from the Diniz Group. For the quarter ended March 31, 2007, payments under such leases totaled R$ 3,061 (R$ 3,867 at March 31, 2006), including an additional contingent lease based on 0.5% to 2.5% of revenues from stores.
Sendas Distribuidora leases 57 properties from the Sendas family and 7 properties from CBD. For the quarter ended March 31, 2007, the total lease payments amounted to R$ 7,075 and R$ 1,263, respectively (R$ 8,176 and R$ 1,330, respectively, at March 31, 2006), including an additional contingent lease based on 0.5% to 2.5% of revenues from stores. In September 2005, the amount of R$ 10,509 was advanced to Sendas S.A. regarding the lease of 7 stores, which will be amortized in 37 installments.
The leases were taken out under terms similar to those that would have been established if they had been taken out with non-related parties.
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(ii) Fundo de Investimento Imobiliário Península leases
On October 3, 2005, final agreements were entered into referring to the sale of 60 Company and subsidiary properties to a real estate fund named Fundo de Investimento Imobiliário Península. The properties sold were leased back to the Company for a twenty-year term, renewable for two further consecutive periods of ten years each. CBD was granted a long-term lease agreement for all properties that were part of this operation, in addition to periodic reviews of the minimum rent amounts. In addition, CBD has the right to exit individual stores before termination of the lease term, in case of the company be no longer interested in maintaining such leases.
The total amount paid under these leases for the quarter ended March 31, 2007 was R$ 28,300, of which R$ 27,457 was paid by CBD, R$ 727 paid by Novasoc and R$ 116 paid by Sé (at the quarter ended March 31, 2006 R$ 27,490, of which R$ 26,647 paid by CBD, R$ 732 paid by Novasoc and R$ 111 paid by Sé). These amounts include an additional contingent lease based on 2.0% of revenues from stores.
(iii) Apportionment of corporate expenses
The corporate services, such as purchases, treasury, accounting, human resources and Shared Services Center (CSC) rendered to subsidiaries and affiliated companies are passed on by the cost amount effectively incurred with such services.
(iv) Technical Assistance Agreement with Casino
In CBD Board of Directors meeting held on July 21, 2005, a Technical Assistance Agreement was signed with Casino, whereby, through the annual payment of US$ 2,727, Casino shall provide services to CBD related to technical assistance in the human resources, own brands, marketing and communications, global campaigns and administrative assistance areas. This agreement is effective for 7 years, with automatic renewal for an indeterminate term. This agreement was approved in the Extraordinary General Meeting held on August 16, 2005. For the quarter ended March 31, 2007, CBD paid R$ 1,446 (R$ 1,634 at March 31, 2006) in connection with the services provided for under such agreement.
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9. Investments
a) Information on investments at March 31, 2007 and December 31, 2006
In the quarter ended at March 31, 2007 | ||||||||||
Shares/ quotas of interest held |
Holding (direct or indirect) % |
Paid-in capital |
Shareholders equity (capital deficiency) |
Net income (loss) for the quarter |
||||||
Novasoc | 1,000 | 10.00 | 10 | (42,989) | 318 | |||||
Sé | 1,133,990,699 | 91.92 | 1,233,671 | 1,214,035 | 1,747 | |||||
Sendas Distribuidora | 450,001,000 | 42.57 | 835,677 | 15,007 | (38,611) | |||||
Miravalles | 42,250 | 50.00 | 260,888 | 146,796 | (11,713) | |||||
Nova Saper | 36,362 | 99.99 | - | 100 | - | |||||
Versalhes | 10,000 | 90.00 | 10 | (165) | 193 | |||||
Auto Posto MFP | 14,999 | 99.99 | 15 | 432 | 128 | |||||
Auto Posto Sigua | 29,999 | 99.99 | 30 | (32) | 12 | |||||
PA Publicidade | 9,999 | 99.99 | 10 | 475 | 42 | |||||
Lourenção | 1,905,615 | 99.99 | 1,906 | 1,484 | (12) |
In the quarter ended at December 31, 2006 | ||||||||||
Shares/ quotas of interest held |
Holding (direct or indirect) % |
Paid-in capital |
Shareholders equity (capital deficiency) |
Net income (loss) for the quarter |
||||||
Novasoc | 1,000 | 10.00 | 10 | (43,307) | 3,878 | |||||
Sé | 1,133,990,699 | 91.92 | 1,233,671 | 1,212,288 | 6,302 | |||||
Sendas Distribuidora | 450,001,000 | 42.57 | 835,677 | 23,603 | (116,205) | |||||
Miravalles | 42,250 | 50.00 | 260,888 | 158,502 | (22,602) | |||||
Nova Saper | 36,362 | 99.99 | - | 100 | - | |||||
Versalhes | 10,000 | 90.00 | 10 | (358) | (775) | |||||
Auto Posto MFP | 14,999 | 99.99 | 15 | 304 | 159 | |||||
Auto Posto Sigua | 29,999 | 99.99 | 30 | (44) | (81) | |||||
PA Publicidade | 9,999 | 99.99 | 10 | 433 | - | |||||
Lourenção | 1,905,615 | 99.99 | 1,906 | 1,496 | - |
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b) Change in investments
Parent Company | Consolidated | |||||||||||||
Nova | ||||||||||||||
Novasoc | Sé | Saper | Lourenção | Other | Total | Total | ||||||||
Balances at September 30, 2006 | - | 1,104,656 | 101 | - | 461 | 1,105,218 | 44,914 | |||||||
Additions | - | - | - | 1,632 | - | 1,632 | 45,944 | |||||||
Equity results | 7,406 | 9,680 | - | (136) | 1,268 | 18,218 | (11,301) | |||||||
Transfer to capital deficiency | (7,406) | - | - | - | (792) | (8,198) | - | |||||||
Balances at December 31, 2006 | - | 1,114,336 | 101 | 1,496 | 937 | 1,116,870 | 79,557 | |||||||
Equity results | 318 | 1,606 | - | (12) | 356 | 2,268 | (5,858) | |||||||
Transfer to capital deficiency | (318) | - | - | - | (186) | (504) | ||||||||
Balances at March 31, 2007 | - | 1,115,942 | 101 | 1,484 | 1,107 | 1,118,634 | 73,699 | |||||||
(i) | Novasoc: Novasoc has, currently, 16 lease agreements with Paes Mendonça with a five-year term, which may be extended twice for similar periods through notification to the leaseholder, with final maturity in 2014. During the term of the contract, the shareholders of Paes Mendonça cannot sell their shares without prior and express consent of Novasoc. Paes Mendonça is by contract fully and solely responsible for all and any tax, labor, social security, commercial and other liabilities. The payments of leases by operating lease amounted to R$ 2,207 at the quarter ended March 31, 2007 (R$ 2,354 in the quarter ended at March 31, 2006), including an additional contingent lease based on 0.5% to 2.5% of revenues from stores. |
Under Novasoc bylaws, the distribution of its net income need not be proportional to the holding of each shareholder in the capital of the company. As per members decision, the Company holds 99.98% of Novasocs results as from 2000. | |
At March 31, 2007, the subsidiary Novasoc recorded capital deficiency. With a view to the future operating continuity and economic feasibility of such subsidiaries, assured by the parent company, the Company recorded R$ 42,989 (R$ 43,307 at December 31, 2006), under Provision for capital deficiency to recognize its obligations before creditors. | |
ii) | Sé Supermercados Sé holds a direct interest in Miravalles, corresponding to 50% of total capital. Investment at Miravalles indirectly represents investment at FIC (Note 9 (d)). |
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c) Investment agreement CBD and Sendas
In February 2004, based on the Investment and Association Agreement, the companies CBD and Sendas S.A. constituted, by means of transfer of assets, rights and obligations, a new company known as Sendas Distribuidora S.A., with the objective of operating in the retailing market in general, by means of the association of operating activities of both networks in the State of Rio de Janeiro. CBDs indirect interest in Sendas Distribuidora at March 31, 2007 corresponded to 42.57% of total capital. It is incumbent upon CBD´s Board of Executive Officers to conduct the operating and administrative management of Sendas Distribuidora, in addition to its prevailing decision when electing or removing executive officers.
Pursuant to its Shareholders Agreement, Sendas S.A. may at any time as from February 1, 2007 exercise the right to barter its paid-in shares or a portion thereof, for preferred shares of CBD. At March 31, 2007, Sendas S.A. held 42.57% shareholding in the total capital of Sendas Distribuidora, 23.65% of which already paid-in and 18.92% to be paid-in.
Should Sendas S.A. exercise such right to barter, CBD will comply with the obligation, by means of one of the following:
(i) | To conduct the share barter trade for the value of transfer (*); |
ii) | To purchase the shares on which the barter rights have been exercised in cash, for the value of transfer (*); |
iii) | To adopt any corporate procedure (CBD capital increase, merger of shares as per article 252 of the Corporate Law, or any other); |
(*) value of transfer will be the value of the paid-in shares (23.65% at March 31, 2007 and December 31, 2006), which must the higher between the two options below, limited to CBDs market value: |
23
(twelve) months preceding the acquisition date. |
CBDs preferred shares, issued to meet the barter, only may be sold according to the following dates:
At September 16, 2005, Sendas S.A. and CBD and its subsidiaries entered into the 2nd Addendum and Ratification of Shareholders Agreement of Sendas Distribuidora, which resolved on:
At October 19, 2006, Sendas S.A. manifested in writing to CBD the wish to exercise the put option, pursuant to Clause 6.7 of Sendas Distribuidora Shareholders Agreement, related to the transfer of equity control. CBD, understanding that a sale of control was not held, sent a counter-notice to Sendas S.A.
At October 31, 2006, CBD was notified by the Câmara de Conciliação e Arbitragem da Fundação Getúlio Vargas FGV (Chamber of Conciliation and Arbitration of the Getúlio Vargas Foundation) that Sendas S.A. has filed an appeal and brought the matter to arbitration, authority expected to discuss such matter.
24
At January 5, 2007, Sendas S.A. notified CBD, expressing the exercise of right to swap the totality of paid-up shares owned thereby with preferred shares of CBDs capital stock, provided for in Clause 6.9.1 of Shareholders Agreement of Sendas Distribuidora, subjecting the effectiveness of swap to the award of arbitration mentioned above not to acknowledge the put exercise right on the part of Sendas.
At March 13, 2007, CBD and Sendas entered into an Arbitration Commitment, commencing the arbitration proceeding. At April 31, 2007, Sendas S.A. has formally presented their arguments in the Câmara de Conciliação e Arbitragem of Fundação Getúlio Vargas FGV.
(i) Administrative Council for Economic Defense CADE
On March 5, 2004, Sendas Distribuidora shareholders entered into an Operation Reversibility Agreement related to the association between CBD and Sendas S.A. in the State of Rio de Janeiro, which establishes conditions to be observed until the final decision on the association process, such as the continuance, totally or partially, of the stores under Sendas Distribuidora responsibility, maintenance of the work posts in accordance with the average gross revenue by employee of the five largest supermarket chains, non-reduction of the term of current lease agreements, among others.
Shareholders are waiting for the conclusion of the process, however, based on the opinion of their legal advisors and on the normal procedural steps of the process, they believe that the association will be approved by the CADE.
(ii) Capital subscription by the AIG Group
At November 30, 2004, shareholders of Sendas Distribuidora and investment funds of the AIG Group (AIG) entered into an agreement through which AIG invested the amount of R$ 135,675 in Sendas Distribuidora, by means of subscription and payment of 157,082,802 class B preferred shares, issued by Sendas Distribuidora, representing 14.86% of its capital. AIG has waived its rights to receive dividends, until November 30, 2008.
After this operation, the Company, through its subsidiary Sé, now holds 42.57% of the Sendas Distribuidora total capital.
25
According to the above mentioned agreement, CBD and AIG mutually granted reciprocal call and put options of the shares purchased by AIG in Sendas Distribuidora, which may be exercised within approximately 4 years.
Upon exercising the referred options, the shares issued by Sendas Distribuidora to AIG will represent a put against CBD which may be used to subscribe up to three billion preferred shares to be issued by CBD in a future capital increase.
The price of the future issuance of CBD preferred shares will be set based on market value at the time of issuance, and the amount of issued shares will enable the payment by AIG in the maximum quantity referred to above. If the AIG value of Sendas Distribuidoras shares results in more than the value of three billion shares of CBD, CBD will pay the difference in cash.
The exit of AIG from Sendas Distribuidora is defined based on the Exit Price, the calculation is based on the EBITDA, EBITDA multiple and the Net Financial Indebtedness of Sendas Distribuidora. This Exit Price will give AIG the right to purchase CBD preferred shares according the criteria below:
At March 31, 2007, total AIG shareholding represented a credit of R$ 137,747 (R$ 151,157 at December 31, 2006), which, converted to the average quotation of the last week of March 2007 of CBD shares in the São Paulo Stock Exchange BOVESPA, would be equivalent to a total of 2,223,880,667 shares (2,181,516,928 shares at December 31, 2006) of the Company (1% of its capital).
26
d) Investment agreement CBD and Itaú
Miravalles, a company set up in July 2004 and owner of exploitation rights of the Company´s financial activities, received funds from Itaú related to capital subscription, which then started to hold 50% of such company. Also in 2004, Miravalles set up Financeira Itaú CBD S.A. FIC, with capital stock of R$ 150,000. It is a company which operates in structuring and commercialization of financial products and services exclusively to CBD customers.
On December 22, 2005, an amendment to the partnership agreement among CBD, Itaú and FIC was signed, and the clauses referring to meeting of performance goals, initially established, were changed. By such amendment, the meeting of goals and the guarantee account are not longer tied, and fines for noncompliance of said goals were set out. At December 31, 2006 the Company recognized the remaining amount of R$ 58,151 under non-operating results, due to the fulfillment of certain performance goals during the year.
This partnership is effective for 20 years and may be extended for an indeterminate term. The operational management of FIC is under the responsibility of Itaú.
The Miravalles financial information for the quarter ended March 31 and the financial statements for the year ended December 31, 2006 were audited by other independent auditors. In the quarter ended at March 31, 2007, total investments and net equity result of said investee represented 0.7% and (16.3)%, respectively, in relation to the Companys consolidated financial statements (0.7% and 15.4% of total assets in the year ended at December 31, 2006 and net income in the quarter ended at March 31, 2006, respectively).
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10. Property and Equipment
Parent Company | ||||||||||||
Annual depreciation rates | ||||||||||||
03.31.2007 | 12.31.2006 | |||||||||||
Weighted | Accumulated | |||||||||||
Nominal | average | Cost | depreciation | Net | Net | |||||||
Land | 609,031 | - | 609,031 | 552,928 | ||||||||
Buildings | 3.33 | 3.33 | 2,067,887 | (409,060) | 1,658,827 | 1,659,180 | ||||||
Leasehold improvements | * | 6.9 | 1,222,373 | (464,673) | 757,700 | 771,143 | ||||||
Equipment | 10 to 33 | 16.6 | 818,301 | (485,748) | 332,553 | 338,458 | ||||||
Installations | 20 to 25 | 20.0 | 400,098 | (314,226) | 85,872 | 85,293 | ||||||
Furniture and fixtures | 10 | 10 | 187,176 | (80,647) | 106,529 | 104,031 | ||||||
Vehicles | 20 | 20 | 21,011 | (13,213) | 7,798 | 7,546 | ||||||
Construction in progress | - | - | 100,097 | - | 100,097 | 35,627 | ||||||
Other | 10 | 10 | 38,543 | (19,634) | 18,909 | 15,609 | ||||||
5,464,517 | (1,787,201) | 3,677,316 | 3,569,815 | |||||||||
Annual average depreciation rate - % | 5.20 | 5.38 | ||||||||||
Consolidated | ||||||||||||
Annual depreciation rates | ||||||||||||
03.31.2007 | 12.31.2006 | |||||||||||
Weighted | Accumulated | |||||||||||
Nominal | average | Cost | depreciation | Net | Net | |||||||
Land | 650,707 | - | 650,707 | 594,585 | ||||||||
Buildings | 3.33 | 3.33 | 2,151,548 | (423,793) | 1,727,755 | 1,728,252 | ||||||
Leasehold improvements | * | 6.9 | 1,761,245 | (667,445) | 1,093,800 | 1,114,130 | ||||||
Equipment | 10 to 33 | 16.6 | 1,020,848 | (584,350) | 436,498 | 442,879 | ||||||
Installations | 20 to 25 | 20.0 | 536,408 | (400,327) | 136,081 | 137,394 | ||||||
Furniture and fixtures | 10 | 10 | 276,814 | (111,041) | 165,773 | 163,101 | ||||||
Vehicles | 20 | 20 | 21,779 | (13,595) | 8,184 | 7,957 | ||||||
Construction in progress | - | - | 101,616 | - | 101,616 | 37,115 | ||||||
Other | 10 | 10 | 38,634 | (19,655) | 18,979 | 15,627 | ||||||
6,559,599 | (2,220,206) | 4,339,393 | 4,241,040 | |||||||||
Annual average depreciation rate - % | 5.75 | 5.92 | ||||||||||
(*) Leasehold improvements are depreciated based on the lower of the estimated useful life of the asset or the lease term of agreements, whichever is shorter.
28
a) Additions to property and equipment
Parent Company | Consolidated | |||||||
3.31.2007 | 3.31.2006 | 3.31.2007 | 3.31.2006 | |||||
Additions | 182,525 | 127,760 | 196,322 | 140,991 | ||||
Capitalized interest | 7,411 | 2,672 | 7,881 | 2,889 | ||||
189,936 | 130,432 | 204,203 | 143,880 | |||||
Additions made by the Company relate to purchases of operating assets, acquisition of land and buildings to expand activities, construction of new stores, modernization of existing warehouses, improvements of various stores and investment in information technology.
11. Intangible assets
Parent Company | Subsidiaries | Consolidated | ||||
Balance at September 30, 2006 | 464,867 | 509,423 | 974,290 | |||
Additions | 3,587 | - | 3,587 | |||
Amortization | (45,998) | (23,414) | (69,412) | |||
Provision for goodwill reduction (i) | - | (268,886) | (268,886) | |||
Write-off | (8,634) | - | (8,634) | |||
Balance on December 31, 2006 | 413,822 | 217,123 | 630,945 | |||
Amortization | (19,558) | (4,812) | (24,370) | |||
Balance on March 31, 2007 | 394,264 | 212,311 | 606,575 | |||
Upon the acquisition of subsidiaries, the amounts originally recorded under investments as goodwill based mainly on expected future profitability , were transferred to intangible assets, and will be amortized over periods consistent with the earnings projections on which they were originally based, limited for 10 years.
(i) Provision for goodwill reduction Sendas Distribuidora S.A.
The Company reviewed the economic and financial assumptions sustaining the future realization of goodwill of its associated company Sendas Distribuidora.
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Based on this review, we concluded the need of provision for partial reduction of goodwill, the net effect of which on the consolidated was R$ 268,886, recorded under the non-operating result at December 31, 2006. The deferred tax credits were fully provisioned (Note 17 b(ii)).
12. Deferred Charges
Parent Company | Subsidiaries | Consolidated | ||||
Balance at September 30, 2006 | 69,641 | 458 | 70,099 | |||
Additions | 10,480 | 128 | 10,608 | |||
Transfer to property and equipment | (2,905) | 3 | (2,902) | |||
Amortization | (1,153) | (371) | (1,524) | |||
Balance at December 31, 2006 | 76,063 | 218 | 76,281 | |||
Additions | 3,631 | 116 | 3,747 | |||
Transfer to advanced expense | (2,999) | (237) | (3,236) | |||
Amortization | (2,993) | (1) | (2,994) | |||
Balance at March 31, 2007 | 73,702 | 96 | 73,798 | |||
Regarding expenses with specialized consulting fees, incurred during the development and implementation of strategic projects, we point out:
The pre-operational expenditures are also represented by costs incurred in the development of new products by means of creation of Brand TAEQ, which aims at serving the well-being segment and a new business model convenience retail or neighborhood supermarket Extra Perto.
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13. Loans and Financing
Parent Company | Consolidated | |||||||||
Annual financial charges | 3.31.2007 | 12.31.2006 | 3.31.2007 | 12.31.2006 | ||||||
Short-term | ||||||||||
In local currency | ||||||||||
BNDES (ii) | TJLP + 1.0% to 4.125% | 74,171 | 89,571 | 74,171 | 89,571 | |||||
Working capital (i) | TJLP + 1.7% to 3.5% of the CDI | 7,477 | 7,542 | 7,477 | 7,542 | |||||
Working capital (i) | Weighted average rate of 104.0% of CDI | |||||||||
(104.0% at December 31, 2006) | 17,916 | - | 60,237 | 22,752 | ||||||
PAFIDC Quotas (iii) | Senior B - 101% of CDI | - | - | 71,100 | 71,100 | |||||
In foreign currency | with swap for Brazilian reais | |||||||||
BNDES (ii) | Exchange variation + 3.5% to 4.125% | 12,246 | 15,069 | 12,246 | 15,069 | |||||
Working capital (i) | Weighted average rate of 103.4% of CDI | |||||||||
(103.4% at December 31, 2006) | 213,440 | 390,420 | 578,506 | 651,231 | ||||||
Imports | US dollar exchange variation | 11,617 | 8,719 | 13,468 | 14,056 | |||||
336,867 | 511,321 | 817,205 | 871,321 | |||||||
Long-term | ||||||||||
In local currency | ||||||||||
BNDES (ii) | TJLP + 1.0% to 4.125% | 98,836 | 113,524 | 98,836 | 113,524 | |||||
Working capital (i) | TJLP + 1.7% to 3.5% | 4,549 | 6,401 | 4,549 | 6,401 | |||||
PAFIDC Quotas (iii) | Senior A - 105% of CDI (105% in 2006) | - | - | 510,887 | 495,131 | |||||
Senior B - 101% of CDI (101% in 2006) | - | - | 175,205 | 167,893 | ||||||
In foreign currency | with swap for Brazilian reais | |||||||||
BNDES (ii) | Exchange variation + 3.5% to 4.125% | 16,615 | 19,672 | 16,615 | 19,672 | |||||
Working capital (i) | Weighted average rate of 103.7% of CDI | |||||||||
(103.9% in 2006 ) | - | - | 501,599 | 579,531 | ||||||
120,000 | 139,597 | 1,307,691 | 1,382,152 | |||||||
The Company uses swaps operations to switch obligations from fixed interest rate in U.S. dollar to Brazilian real related to CDI (floating) interest rate. The Company entered, contemporaneously with the same counterparty, into cross-currency interest rate swaps and has treated the instruments on a combined basis as though the loans were originally denominated in reais and accrued interest at floating rates.
The annualized CDI benchmark rate at March 31, 2007 was 13.91% (15.0% at December 31, 2006).
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(i) Working capital financing
Obtained from local banks and part of it is used to fund customer credit (the remaining balance not granted to PAFIDC), or originated from needs of financing of CBD growth. This is made without guarantees, but endorsed by CBD in case of Sendas Distribuidora.
(ii) BNDES credit line
The line of credit agreements, denominated in reais, with the Brazilian National Bank for Economic and Social Development (BNDES), are either subject to the indexation based on TJLP rate (long-term rate) or are denominated based on a basket of foreign currencies to reflect the BNDES funding portfolio, plus an annual interest rates, in both cases. The financing is paied in monthly installments after a grace period, as mentioned below.
The Company cannot offer any assets as collateral for loans to other parties without the prior authorization of BNDES and is required to comply with certain debt covenants, measured in accordance with Brazilian GAAP, including: (i) maintenance of a capitalization ratio (shareholders' equity/total assets) equal to or in excess of 0.40 and (ii) maintenance of a current ratio (current assets/current liabilities) equal to or in excess of 1.05. Management effectively controls and monitors covenants, which were fully performed. The parent company offered pledges as a joint and several liable party for settlement of the agreements.
Consolidated | ||||||||||||
Grace | Number of | |||||||||||
period in | monthly | |||||||||||
Contract date | Annual financial charge | months | installments | Maturity | 3.31.2007 | 12.31.2006 | ||||||
Jan 13, 2000 | TJLP + 3.5% | 12 | 72 | Jan 2007 | - | 885 | ||||||
Nov 10, 2000 | TJLP + 1.0% to 3.5% | 20 | 60 | May 207 | 7,549 | 18,849 | ||||||
Nov 10, 2000 | Foreign currency basket + 3.5% | 20 | 60 | Jul 2007 | 2,278 | 4,154 | ||||||
Nov 14, 2000 | TJLP + 2.0% | 20 | 60 | Jun 2007 | 680 | 1,358 | ||||||
Mar 12, 2002 | Foreign currency basket + 3.5% | 12 | 48 | Mar 2007 | - | 161 | ||||||
Apr 25, 2002 | TJLP + 3.5% | 6 | 60 | Oct 2007 | 5,975 | 8,521 | ||||||
Apr 25, 2002 | Foreign currency basket + 3.5% | 6 | 60 | Oct 2007 | 785 | 1,179 | ||||||
Nov 11, 2003 | Foreign currency + 4.125% | 14 | 60 | Jan 2010 | 25,797 | 29,246 | ||||||
Nov 11, 2003 | TJLP + 4.125% | 12 | 60 | Nov 2009 | 149,761 | 163,604 | ||||||
Nov 11, 2003 | TJLP + 1.0% | 12 | 60 | Nov 2009 | 9,043 | 9,879 | ||||||
201,868 | 237,836 | |||||||||||
In the event the TJLP exceeds 6% per annum, the excess is added to the principal. For the quarter ended March 31, 2007, R$ 185 was added to the principal (R$ 1,902 at December 31, 2006).
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In the meeting held on March 8, 2007, the BNDES directors authorized the concession of a new financial support in the amount of R$ 187,330, with a grace period of 6 months and 60 months for amortization, with interest taxes from 2.7% to 3.2% over TJLP.
This new financial support has a term of 60 days to be contracted by CBD and will entirely support investments, already accrued by the Company with the opening of 15 new stores and the modernization of several existing stores.
(ii) Redeemable PAFIDC quotas of interest
As per Official Memorandum CVM/SNC/SEP 01/2006, the Company reclassified its PAFIDC quotas of interest, due to their characteristics, to the Loans and financing group of accounts (Note 7).
Characteristics of the PAFIDC quotas of interest:
Types of quotas | Number | Yield | Redemption date |
Senior A | 5,826 | 105.0 % of CDI | 7.4.2008 |
Senior B | 4,300 | 101.0 % of CDI | 7.4.2008 |
(iii) Maturities long-term
3.31.2007 | ||||
Parent Company | Consolidated | |||
2008 | 72,914 | 1,041,954 | ||
2009 | 47,086 | 47,797 | ||
2010 | - | 217,940 | ||
120,000 | 1,307,691 | |||
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14. Debentures
a) Breakdown of outstanding debentures:
Annual | ||||||||||
Outstanding | financial | |||||||||
Type | Securities | charges | 3.31.2007 | 12.31.2006 | ||||||
5th issue - 1st series | Floating | 40,149 | CDI + 0.95% | 401,490 | 414,761 | |||||
Total | 401,490 | 414,761 | ||||||||
Noncurrent liabilities | - | - | ||||||||
Current liabilities | 401,490 | 414,761 | ||||||||
b) Debenture activity
Number of | ||||
debentures | Amount | |||
At September 30, 2006 | 40,149 | 401,491 | ||
Interest, net of payments | 13,270 | |||
At December 31, 2006 | 40,149 | 414,761 | ||
Interest, net of payments | (13,271) | |||
At March 31, 2007 | 40,149 | 401,491 | ||
c) Additional information
Fifth issue - at October 4, 2002, shareholders approved the issue and public placement limited to R$ 600,000 of 60,000 non-convertible debentures. The Company received proceeds of R$ 411,959, for 40,149 non-convertible debentures issued from the first series. The debentures are indexed to the average rate of Interbank Deposits (DI) and accrue annual spread of 1.45% payable every six months. The first series was renegotiated on September 9, 2004, to accrue interest of CDI plus an annual spread of 0.95% as from October 1, 2004 which is payable semi-annually, beginning at April 1, 2005 and ending at October 1, 2007. The debentures will not be subject to renegotiation until maturity at October 1, 2007. The Company is in compliance with debt covenants provided for in the 5th issue, calculated over the consolidated balance sheet, in accordance with the
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accounting practices adopted in Brazil: (i) net debt (debt less cash and cash equivalents and accounts receivable) not higher than the balance of shareholders equity; (ii) maintenance ratio between net debt and EBITDA (Note 23), less than or equal to 4 .
15. Taxes and social contribution payable
These are composed of the following:
Parent Company | Consolidated | |||||||
03.31.2007 | 12.31.2006 | 03.31.2007 | 12.31.2006 | |||||
Taxes and contributions payable | ||||||||
Taxes paid in installments | 46,320 | 50,288 | 48,619 | 52,553 | ||||
PIS and COFINS payable | 2,745 | 3,287 | 5,315 | 6,583 | ||||
Provision for Income Tax and Social Contribution | 3,178 | 27 | 6,634 | 9,539 | ||||
52,243 | 53,602 | 60,568 | 68,675 | |||||
The Company waived certain claims and legal actions, opting to join the Special Tax Payment Installments Program (PAES), pursuant to Law 10,680/2003. These installment payments are subject to the Long-Term Interest Rate TJLP and may be payable in up to 120 months.
The amounts payable in installments were as follows:
Parent Company | Consolidated | |||||||
03.31.2007 | 12.31.2006 | 03.31.2007 | 12.31.2006 | |||||
Current | ||||||||
I.N.S.S. | 36,120 | 35,668 | 36,253 | 35,799 | ||||
PAES | 9,804 | 14,620 | 11,817 | 16,754 | ||||
Others | 396 | - | 549 | - | ||||
46,320 | 50,288 | 48,619 | 52,553 | |||||
Noncurrent | ||||||||
I.N.S.S. | 189,628 | 196,172 | 190,326 | 196,895 | ||||
PAES | 51,538 | 51,991 | 62,106 | 64,206 | ||||
Others | 3,341 | - | 4,627 | - | ||||
244,507 | 248,163 | 257,059 | 261,101 | |||||
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16. Provision for Contingencies
Provision for contingencies is estimated by management, supported by its legal counsel. Such provision was set up in an amount considered sufficient to cover losses considered probable by the Companys legal counsel, as shown below:
Parent Company | ||||||||||
Reversals/ | Monetary | |||||||||
12.31.2006 | Additions | Payments | Restatement | 03.31.2007 | ||||||
Tax claims: | ||||||||||
COFINS and PIS | 976,001 | 2,817 | - | 17,165 | 995,983 | |||||
Other | 15,865 | 1,546 | - | 190 | 17,601 | |||||
Labor | 40,288 | 2,103 | (1,923) | 1,373 | 41,841 | |||||
Civil and other | 121,074 | 4,231 | (111) | 2,936 | 128,130 | |||||
Total | 1,153,228 | 10,697 | (2,034) | 21,664 | 1,183,555 | |||||
Consolidated | ||||||||||
Reversals/ | Monetary | |||||||||
12.31.2006 | Additions | Payments | Restatement | 03.31.2007 | ||||||
Tax claims: | ||||||||||
COFINS and PIS | 1,011,320 | 2,817 | - | 17,759 | 1,031,896 | |||||
Other | 17,094 | 1,787 | - | 223 | 19,104 | |||||
Labor | 42,708 | 3,171 | (2,936) | 1,458 | 44,401 | |||||
Civil and other | 138,341 | 4,727 | (490) | 3,294 | 145,872 | |||||
Total | 1,209,463 | 12,502 | (3,426) | 22,734 | 1,241,273 | |||||
a) Taxes
Tax-related contingencies are indexed to the SELIC (Central Bank Overnight Rate), of 13.96% at March 31, 2007 (15.08% at December 31, 2006) and, in some cases, are subject to fines. In all cases, when applicable, both interest charges and fines have been computed with respect to unpaid amounts and are fully accrued.
COFINS and PIS
In 1999, the rate for COFINS increased from 2% to 3%, and the tax base of both COFINS and PIS was extended to encompass other types of income, including financial income. The Company is challenging the increase in contributions of
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COFINS and the extension of base of such contributions. Provision for COFINS and PIS includes unpaid amounts, monetarily restated, in the total of R$ 922,417 (R$ 907,707 at December 31, 2006), resulting from the lawsuit filed by the Company and its subsidiaries, claiming the right to not apply Law 9718/98, permitting it to determine the payment of COFINS under the terms of Complementary Law 70/91 (2% over the revenue) and of PIS under Law 9715/98 (0.65% over the revenue) as from February 1, 1999. The lawsuits are in progress at the Regional Federal Court, and up to this moment, the company has not been required to make judicial deposits.
As the calculation system of such contributions started to use the non-cumulative tax principle, starting by PIS as from December 1, 2002, with the Law 10637/02 and COFINS, as from February 2004 by means of Law 10833/03, the Company and its subsidiaries then started to apply said rules, as well as, to question with the Judiciary Branch, the extension of tax base of such contributions, aiming at continuing its application by the concept of sales results, as well as the appropriation of credits not accepted by laws and that the Management understands to be subject to appropriation, such as financial expenses and third parties expenses. The provision recorded in the balance sheet in the amount of R$ 101,732 (R$ 96,007 at December 31, 2006), includes the unpaid installment, monetarily restated. In addition, the company challenges the limit of percentage and the term for appropriation of COFINS credit over the initial inventory carried with the Law 10833/03, recording in its balance sheet the difference of appropriated credit under such rule by virtue of judicial authorization. There are no judicial deposits for such discussions.
The company has another discussion stemming from the merged company Cia. Pernambucana de Alimentos CIPAL, as to the tax base applied to PIS and COFINS contributions. We discuss the application of gross income as tax base, booking in its balance sheet the restated difference between the amounts paid and the basis provided for by Law 9718/98, in the amount of R$ 7,747 (R$ 7,606 at December 31, 2006). Said discussion has no judicial deposit.
Other
The Company and its subsidiaries have other tax contingencies, which after analysis of its legal counsels, were deemed as probable losses: a) lawsuit questioning the non-levy of IPI over codfish imports, which awaits decision by appellate court judge; b) federal administrative assessment about the restatement of equity accounts by an index higher than that accepted by tax authorities, which awaits decision by administrative appellate court judge (Summer Plan); c) administrative assessment referring to the collection of debts of withholding IRPJ
37
(corporate income tax), PIS and COFINS, which also awaits decision by administrative appellate court judge, d) administrative assessment due to offsetting of INSS credit verified by the company under the viewpoint of undue payment over allowance not provided for by law, in progress in administrative lower court. The amount recorded in accounting books for such issues is R$ 19,104 (R$ 17,094 at December 31, 2006). The Company has no judicial deposits related to such issues.
b) Labor claims
The Company is party to numerous lawsuits involving disputes with its employees, primarily arising from layoffs in the ordinary course of business. At March 31, 2007, the Company recorded a provision of R$ 44,401 (R$ 42,708 at December 31, 2006) for contingencies related to labor claims. Such lawsuits, which loss in the amount of R$ 9,154 (R$ 9,734 at December 31, 2006), is deemed as probable by our legal counsel. Management, based on advice from legal counsel, evaluates these contingencies and provides for losses where probable and reasonably estimable, bearing in mind previous experiences in relation to the amounts sought. Labor claims are indexed to the Referential Interest Rate TR, (2.0% accumulated over the last 12 months in the quarter ended at March 31, 2007) plus 1% monthly interest. The earmarked judicial deposits amount is R$ 41,465 (R$ 36,715 at December 31, 2006).
c) Civil and other
The Company is a defendant, at several judicial levels, in lawsuits of civil natures, among others. The Company sets up provisions for losses in amounts considered sufficient to cover unfavorable court decisions when its internal and external legal counsel consider losses to be probable.
Among these lawsuits, we point out the following:
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R$ 4,079 million judicial deposit, protecting the period in which it was not covered by the preliminary injunction.
d) Possible losses
The Company has other contingencies which have been analyzed by the legal counsel and deemed as possible but not probable; therefore, have not been accrued, at March 31, 2007, as follows:
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The Company was served notice in a State level as to the ICMS, related to purchase, manufacturing and sale transactions for export purposes of soybean and its byproducts, in which, in the tax authorities understanding, the circulation of products did not take place. Regarding the Federal level, the Company was served notice regarding these operations, in relation to PIS, COFINS and income tax. The installment was classified by our legal counsel as probable, which has been accrued, amounting to R$ 7,985 (R$ 7,485 at December 31, 2006) and as possible, amounting to R$ 167,639 (R$ 161,191 at December 31, 2006). Such lawsuits are being discussed in the administrative level and there are no judicial deposits.
Past December 2006, after the conclusion of the inspection process for the year 2001, the Company was served notice by the São Paulo State Treasury. The tax assessment refers to the recovery of tax replacement pursuant to the Ordinance
40
CAT 17/99. The tax authorities understood that the Company was not complying with ordinances 63/99 and 99/05 dealing with ancillary liabilities to recovery. According to our attorneys, the possible losses amount to R$ 242,207 (R$ 226,659 at December 31, 2006).
Occasional adverse changes in the expectation of risk of the referred to lawsuits may require that additional provision for contingencies be set up.
e) Appeal and judicial deposits
The Company is challenging the payment of certain taxes, contributions and labor-related obligations and has made court escrow deposits (restricted deposits) of equivalent amounts pending final legal decisions, in addition to collateral deposits related to provisions for judicial suits.
f) Guarantees
The company has granted collaterals to some lawsuits of civil, labor and tax nature, as shown below:
Letters of | ||||||||
Lawsuits | Real Estate | Equipment | Guarantee | Total | ||||
Tax | 372,202 | 1,514 | 74,272 | 447,988 | ||||
Labor | 7,246 | 3,168 | 26,064 | 36,478 | ||||
Civil and other | 11,870 | 659 | 13,331 | 25,860 | ||||
Total | 391,318 | 5,341 | 113,667 | 510,326 | ||||
g) Tax audits
In accordance with current legislation in Brazil, federal, state and municipal taxes and payroll charges are subject to audit by the related authorities, for periods that vary between 5 and 30 years.
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17. Income and Social Contribution Taxes
a) Income tax and social contribution reconciliation
Parent Company | Consolidated | |||||||
03.31.2007 | 03.31.2006 | 03.31.2007 | 03.31.2006 | |||||
Income before income taxes and social contribution | 51,094 | 82,793 | 37,313 | 64,619 | ||||
Income and social contribution taxes at nominal rate | (12,774) | (20,698) | (11,407) | (18,743) | ||||
Income tax incentive | 78 | 1,174 | 128 | 1,480 | ||||
Equity results and provision for capital | ||||||||
deficiency of subsidiary | 567 | 339 | (5,858) | (5,026) | ||||
Other permanent adjustments and social | ||||||||
contribution rates, net | (434) | (437) | (2,801) | 4,855 | ||||
Effective income tax | (12,563) | (19,622) | (19,938) | (17,434) | ||||
Income tax for the year | ||||||||
Current | (3,178) | (23,271) | (6,860) | (33,187) | ||||
Deferred | (9,385) | 3,649 | (13,078) | 15,753 | ||||
Income tax and social contribution expenses | (12,563) | (19,622) | (19,938) | (17,434) | ||||
Effective rate | -24.6% | -23.7% | -53.4% | -27.0% |
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b) Breakdown of deferred income tax and social contribution
Parent Company | Consolidated | |||||||
03.31.2007 | 12.31.2006 | 03.31.2007 | 12.31.2006 | |||||
Deferred income tax and social contribution assets | ||||||||
Tax losses (i) | 11,464 | 12,862 | 295,359 | 298,332 | ||||
Provision for contingencies | 54,805 | 51,354 | 69,240 | 65,294 | ||||
Provision for hedge and levied on a cash basis | 16,243 | 25,915 | 70,518 | 80,188 | ||||
Allowance for doubtful accounts | 10,875 | 13,399 | 10,940 | 13,490 | ||||
Goodwill in non-merged companies | 22,208 | 21,360 | 77,878 | 79,433 | ||||
Goodwill in merged company (ii) (iii) | 517,294 | 517,294 | 517,294 | 517,294 | ||||
Provision for goodwill reduction (Note 11 (i)) | - | - | 151,060 | 161,196 | ||||
Deferred gains from shareholding dilution, net | 1,393 | 1,518 | 1,393 | 1,518 | ||||
Other | 15,685 | 15,650 | 20,652 | 20,803 | ||||
649,967 | 659,352 | 1,214,334 | 1,237,548 | |||||
Provision for realized deferred income tax | - | - | (151,060) | (161,196) | ||||
Total deferred income tax assets | 649,967 | 659,352 | 1,063,274 | 1,076,352 | ||||
Current assets | 89,849 | 101,794 | 170,759 | 238,676 | ||||
Noncurrent assets | 560,118 | 557,558 | 892,515 | 837,676 | ||||
Total deferred income tax assets | 649,967 | 659,352 | 1,063,274 | 1,076,352 | ||||
(i) | At March 31, 2007, in compliance with CVM Ruling 371, the Company and its subsidiaries recorded deferred income and social contribution taxes arising from tax loss carryforwards and temporary differences in the amount of R$ 649,967 (R$ 659,352 at December 31, 2006) in the Parent Company and R$ 1,063,274 (R$ 1,076,352 at December 31, 2006 in Consolidated. |
ii) | Recognition of deferred income and social contribution tax assets refer basically to tax loss carryforwards, acquired from Sé, and those generated by the subsidiary Sendas Distribuidora, realization of which, following restructuring measures, was considered probable, except for the provision for goodwill reduction, as presented above. |
iii) | At December 20, 2006, at Extraordinary General Meeting, the Companys shareholders approved the merger operation of its parent company Vieri. |
The goodwill special reserve set up at CBD, as a result of such merger, as provided for by provision in paragraph 1 of article 6 of the CVM Ruling 319, will be at the end of each fiscal year and to the extent in which the tax benefit to be determined by CBD, as a result of goodwill amortization, represents an effective decrease of taxes paid by CBD, purpose of capitalization at CBD, to the benefit of controlling shareholders, without prejudice to the preemptive right ensured to other CBDs shareholders in the subscription of capital increase resulting from said capitalization, all pursuant to article 7, caput and paragraphs 1 and 2 of CVM |
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Ruling 319. |
In order to enable a better presentation of the Financial Statements, the goodwill net value less provision of R$ 515,488, which substantially represents the tax credit balance plus the amount of R$ 1,806 was classified as deferred income tax.
The Company prepares annual studies of scenarios and generation of future taxable income, which are approved by management and Board of Directors, indicating the capacity of benefiting from the tax credit set up.
Based on such studies, the Company estimates that the recovery of tax credits will occur in up to ten years, as follows:
03.31.2007 | ||||
Parent Company | Consolidated | |||
2007 | 89,849 | 170,759 | ||
2008 | 33,150 | 73,055 | ||
2009 | 96,164 | 140,132 | ||
2010 | 145,167 | 194,003 | ||
2011 to 2014 | 285,637 | 485,325 | ||
649,967 | 1,063,274 | |||
18. Shareholders Equity
a) Capital
Authorized capital comprises 200,000,000,000 shares approved at the Extraordinary General Meeting held on June 22, 2005. Fully subscribed and paid-up capital is comprised at March 31, 2007 and December 31, 2006, of 113,771,378,433 registered shares with no par value, of which 49,839,925,688 shares are common and 63,931,452,745 are preferred shares.
b) Share rights
The preferred shares are non-voting and have preference with respect to the distribution of capital in the event of liquidation. Each shareholder has the right pursuant to the Company's bylaws to receive a proportional amount, based on their respective holdings to total common and preferred shares outstanding, of a total dividend of at least 25% of annual net income determined on the basis of
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Financial Statements prepared in accordance with Brazilian GAAP, to the extent profits are distributable, and after transfers to reserves as required by Brazilian Corporation Law, and a proportional amount of any additional dividends declared. Beginning in 2003, the preferred shares are entitled to receive a dividend 10% greater than that paid to common shares.
The Companys bylaws provide that, to the extent funds are available, minimum non-cumulative preferred dividend to the preferred shares in the amount of R$ 0.15 per thousand preferred shares and dividends to the preferred shares shall be 10% higher than the dividends to common shares up to or, if determined by the shareholders, in excess of the mandatory distribution.
Management is required by the Brazilian Corporation Law to propose dividends at year-end, at least, until the amount of mandatory dividend, which can include the interest attributed to equity, net of tax.
c) Capital reserve Goodwill Special Reserve
This reserve was set up as a result of the corporate restructuring process outlined in Note 1 (c), in contra account to the merged net assets and represents the amount of future tax benefit to be earned by means of amortization of goodwill merged. The special reserve portion corresponding to the benefit earned may be capitalized at the end of each fiscal year to the benefit of the controlling shareholders, with the issue of new shares. The capital increase will be subject to the preemptive right of non-controlling shareholders, in the proportion of their respective interest, by type and class, at the time of the issue, and the amounts paid in the year related to such right will be directly delivered to the controlling shareholder, pursuant to provision in CVM Ruling 319/99.
At December 31, 2006, the tax benefit recorded derived from the goodwill merged was R$ 517,331 and will be used in the capital increase, upon the realization of reserve.
d) Revenue reserves
(i) | Legal reserve the legal reserve is formed based on appropriations from retained earnings of 5% of annual net income, before any appropriations, and limited to 20% of the capital. |
(ii) | Expansion reserve: was approved by the shareholders to reserve funds to finance additional capital investments and working and current capital through the appropriation of up to 100% of the net income remaining after |
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the legal appropriations and supported by capital budget, approved at meeting. |
e) Preferred stock option plan
The Company offers a stock option plan for the purchase of preferred shares to management and employees. The exercise of options guarantees the beneficiaries the same rights granted to the Company's other shareholders. The management of this plan was attributed to a committee designated by the Board of Directors.
The option price for each lot of shares is, at least, 60% of the weighted average price of the preferred shares traded in the week the option is granted. The percentage may vary for each beneficiary or series.
The right to exercise the options is acquired in the following manner and terms: (i) 50% in the last month of the third year following the option date (1st tranche) and (ii) 50% in the last month of the fifth year following the option date (2nd tranche), with the condition that a certain number of shares will be restricted as to sale until the date the beneficiary retires.
The price of option from the date of concession to the date of exercise thereof by the employee is updated by reference to the General Market Price Index - IGP-M variation, less dividends attributed for the period.
46
Information on the stock option plan is summarized below:
Number of | Price on | Price of | ||||
shares | the date of | concession | ||||
(per thousand) | concession | on 03/31/2007 | ||||
Options in force | ||||||
Series VII May 16, 2003 | 499,840 | 40.00 | 45.86 | |||
Series VIII April 30, 2004 | 431,110 | 52.00 | 57.75 | |||
Series IX April 15, 2005 | 494,545 | 52.00 | 52.74 | |||
Series X July 7, 2006 | 450,735 | 66.00 | 68.31 | |||
1,876,230 | ||||||
Options exercised | ||||||
Series VII - December 13, 2005 | (145,677) | |||||
Series VII - May 9, 2006 | (2,063) | |||||
Cancelled options | (479,362) | |||||
Balance of options in force | 1,249,128 | |||||
Options not granted | 2,150,872 | |||||
Current balance of the option plan | 3,400,000 | |||||
At February 23, 2006, series V was cancelled, not existing any conversion. At March 31, 2005 series IV was ended, not existing any conversion. At March 31, 2004 series III was exercised, capitalized and ended. Series I and II ended in 2001 and 2002, respectively.
At March 31, 2007, the Companys preferred shares quotation on the São Paulo Stock Exchange was R$ 60.00 per thousand shares.
The table below shows the effects on net income if the Company had recognized the expense related to the granting of stock option, applying the market value method, as required by Official Memorandum CVM/SNC/SEP N° 01/2007 paragraph 25.9:
03.31.2007 | 03.31.2006 | |||||||
Net | Shareholders' | Net | Shareholders' | |||||
income | equity | Income | equity | |||||
At March 31 | 35,950 | 4,878,077 | 60,171 | 4,312,544 | ||||
Expense related to share-based | ||||||||
compensation to employees | ||||||||
determined according to | ||||||||
market value method, net of income tax | 1,616 | 1,616 | (1,309) | (1,309) | ||||
At March 31 (Pro forma) | 37,566 | 4,879,693 | 58,862 | 4,311,235 | ||||
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The market value of each option granted is estimated on the granting date, by using the options pricing model Black-Scholes taking into account: expectation of dividends of 0.42% at March 31, 2007 (1.42% at December 31, 2006), expectation of volatility of nearly 36.7% at March 31, 2007 (37.2% at December 31, 2006), non-risk weighted average interest rate of 6.4% at March 31, 2007 (6.6% at December 31, 2006) and expectation of average life of four years at March 31, 2007 (four years at December 31, 2006).
New Preferred Stock Option Plan
The Extraordinary General Meeting held on December 20, 2006, approved the amendment to the Companys Stock Option Plan, approved by the Extraordinary General Meeting held at April 28, 1997.
As from 2007, the granting of preferred stock option plan to management and employees will take place as follows:
Shares will be classified into two types: Silver and Gold, and the quantity of Gold-type shares may be decreased and/or increased (reducer or accelerator), at discretion of the Plan Management Committee, in the course of 35 months following the granting date.
The price for each Silver-type thousand shares will correspond to the average of closing price of negotiations of CBDs preferred shares occurred over the last 20 trading sessions of BOVESPA, prior to the date on which the Committee resolves on the granting of option, with negative goodwill of 20%. The price per each Gold-type thousand shares will correspond to R$ 0.01. In both bases, the prices will not be restated.
The acquisition of rights to the options exercise will occur as follows in the following term: as from the 36th month to 48th month as from the start date defined as the date of the adhesion agreement of respective series or fulfillment of any suspensive condition of its effectiveness to be defined by the Committee, the beneficiary will acquire the right to exercise: a) 100% of granting of Silver-type shares; b) the quantity of lots of Gold-type shares to be determined by the Committee, after the compliance with granting conditions.
Up to date, there was no granting of this new plan. The series of previous plan continue in force until the respective maturity dates.
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19. Net financial income
Parent Company | Consolidated | |||||||
Financial expenses | 03.31.2007 | 03.31.2006 | 03.31.2007 | 03.31.2006 | ||||
Financial charges - BNDES | 6,717 | 13,458 | 6,717 | 13,458 | ||||
Financial charges - Debentures | 13,556 | 17,982 | 13,556 | 17,982 | ||||
Financial charges on | ||||||||
contingencies and taxes | 26,674 | 33,377 | 29,093 | 34,604 | ||||
Swap operations | 9,156 | 19,476 | 29,314 | 42,852 | ||||
Receivables securitization | 25,614 | 30,262 | 33,636 | 38,461 | ||||
CPMF and bank services | 11,705 | 6,321 | 16,905 | 11,515 | ||||
Other financial expenses | (4,560) | 3,091 | 2,224 | 10,059 | ||||
Total financial expenses | 88,862 | 123,967 | 131,445 | 168,931 | ||||
Financial revenues | ||||||||
Interest on cash and cash equivalent | 19,453 | 38,861 | 38,725 | 68,357 | ||||
Financial discounts obtained | 9,153 | 14,345 | 10,367 | 15,869 | ||||
Financial charges on taxes | ||||||||
and judicial deposits | 4,431 | 4,033 | 10,555 | 5,623 | ||||
Interest on installment sale | 7,021 | 8,615 | 10,379 | 11,466 | ||||
Interest on loan | 2,216 | 10,354 | 173 | 404 | ||||
Other financial revenues | 14 | 14 | 14 | 14 | ||||
Total financial revenues | 42,288 | 76,222 | 70,213 | 101,733 | ||||
Net financial balance | (46,574) | (47,745) | (61,232) | (67,198) | ||||
20. Financial Instruments
a) General considerations
Management considers that risk of concentration in financial institutions is low, as operations are limited to traditional, highly-rated banks and within limits approved by the Management.
b) Concentration of credit risk
The Companys sales are direct to individual customers through post-dated checks, in a small portion of sales (2% of yearly sales). In such portion, the risk is minimized by the large customer base. These receivables are also mostly sold to PAFIDC without right of recourse.
49
The advances to suppliers are made only to selected suppliers. We do not have credit risk with suppliers, since we discount only own payments of goods already delivered.
In order to minimize credit risk from investments, the Company adopts policies restricting the marketable securities that may be allocated to a single financial institution, and which take into consideration monetary limits and financial institution credit ratings.
c) Market value of financial instruments
Estimated market value of financial instruments at March 31, 2007 approximates market value, reflecting maturities or frequent price adjustments of these instruments, as shown below:
At March 31, 2007 | ||||||||
Parent Company | Consolidated | |||||||
Book | Market | Book | Market | |||||
Assets | ||||||||
Cash and cash equivalents | 68,498 | 68,498 | 112,350 | 112,350 | ||||
Marketable securities | 51,323 | 51,323 | 744,302 | 744,302 | ||||
Receivables securitization fund | 170,226 | 170,226 | - | - | ||||
290,047 | 290,047 | 856,652 | 856,652 | |||||
Liabilities | ||||||||
Loans and financings | 456,867 | 457,372 | 2,124,896 | 2,135,984 | ||||
Debentures | 401,490 | 403,197 | 401,490 | 403,197 | ||||
858,357 | 860,569 | 2,526,386 | 2,539,181 | |||||
Market value of financial assets and of current and noncurrent financing, when applicable, was determined using current interest rates available for operations carried out under similar conditions and remaining maturities.
In order to translating the financial charges and exchange variation of loans denominated in foreign currency into local currency, the Company contracted swap operations, pegging the referred to charges to the CDI variation, which reflects market value.
50
d) Currency and interest rate risk management
The utilization of derivative instruments and operations involving interest rates aims at protecting the results of assets and liabilities operations of the Company, conducted by the finance operations area, in accordance with the strategy previously approved by management.
The cross-currency interest rate swaps allow the Company to exchange fixed rate interest in U.S. dollars on short-term and long-term debt (Note 13) for floating rate interest in Brazilian reais. As of March 31, 2007, the U.S. dollar-denominated short-term and long-term debt balances of R$ 1,122,434 (US$547,421) (R$ 1,279,559 US$598,483 at December 31, 2006), include financing of R$ 1,108,966 (US$540,853) (R$ 1,265,503 US$591,910 at December 31, 2006), the weighted average interest rates of 5.1% per year (5.1% at December 31, 2006) which are covered by floating rate swaps, linked to a percentage of the CDI in Brazilian reais, calculated at weighted average rate of 103.7% of CDI (103.6% of CDI at December 31, 2006).
21. Insurance Coverage (not reviewed)
Coverage at March 31, 2007 and December 31, 2006 is considered sufficient by management to meet possible losses and is summarized as follows:
Insured assets | Risks covered | Amount insured | ||
Property, equipment | Named risks | 5,577,635 | ||
and inventories | ||||
Profit | Loss of profit | 1,335,000 | ||
Cash | Theft | 43,460 |
The Company also holds specific policies covering civil and management liability risks in the amount of R$ 160,410.
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22. Non-operating results
Parent Company | Consolidated | |||||||
03.31.2007 | 03.31.2006 | 03.31.2007 | 03.31.2006 | |||||
Expenses | ||||||||
Results in the property and equipment write-off | 3,755 | - | 4,094 | - | ||||
Provision for losses - other receivables | 6,056 | - | 6,056 | |||||
Total non-operating expenses | 3,755 | 6,056 | 4,094 | 6,056 | ||||
Revenues | ||||||||
Achievement of performance goal (Note 9 (d)) | - | 10,476 | - | 10,476 | ||||
Interest reversal on performance goal | - | 2,826 | - | 2,826 | ||||
Provision reversal | 93 | - | 1,156 | - | ||||
Other | - | 40 | - | 40 | ||||
Total non-operating revenues | 93 | 13,342 | 1,156 | 13,342 | ||||
Non operating balance | (3,662) | 7,286 | (2,938) | 7,286 | ||||
23. Statement of LAJIDA earnings before interest, taxes, depreciation and amortization (EBITDA) (not reviewed)
Parent Company | Consolidated | |||||||
03.31.2007 | 03.31.2006 | 03.31.2007 | 03.31.2006 | |||||
Operating income | 54,756 | 75,507 | 40,251 | 57,333 | ||||
(+) Net financing expenses | 46,574 | 47,745 | 61,232 | 67,198 | ||||
(+) Equity accounting | (2,268) | (7,413) | 5,858 | 14,782 | ||||
(+) Depreciation and amortization | 98,719 | 88,446 | 126,926 | 120,149 | ||||
EBITDA | 197,781 | 204,285 | 234,267 | 259,462 | ||||
Net sales revenue | 2,564,718 | 2,333,193 | 3,530,349 | 3,304,967 | ||||
% EBITDA | 7.7% | 8.8% | 6.6% | 7.9% |
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24. Encumbrances, Eventual Liabilities and Commitments
The Company has commitments assumed with leaseholders of various stores already contracted at March 31, 2007, as follows:
03.31.2007 | ||||
Parent Company | Consolidated | |||
2008 | 9,640 | 10,646 | ||
2009 | 9,175 | 10,071 | ||
2010 | 7,146 | 8,042 | ||
2011 | 4,791 | 5,687 | ||
2012 | 2,961 | 3,857 | ||
from 2013 | 76,396 | 87,526 | ||
110,109 | 125,829 | |||
25. Subsequent events which do not give rise to supplementary adjustments
a) 6th Issue of Simple Debentures
At April 27, 2007, the Company filed with CVM, the 6th issue of 77,965 simple, non-convertible, nominative and book entry debentures, in two series, with the following characteristics:
Unit face value at the issue date: R$ 10,000.00
Date of issue on 3/1/2007
Maturity Date: 3/1/2013
Remuneration: CDI + 0.5% per year
The first series is formed by 54,000 debentures subscribed by the par value accrued of pro-rate interest since the issue date, and will be paid-up in cash in domestic currency;
The second series is formed by 23,965 debentures subscribed by the par value with the selling concession, as defined in the deed of issue, added to the remuneration, accrued of pro-rate interest since the issue date. The pay up will be in cash, by means of the use of credits from the Companys debentures of 5th issue, in a number which corresponds to the price of 2nd series debentures subscription.
53
The issue was approved in Board of Directors meetings held on March 27, 2007 and April 25, 2007.
The amortization of debentures interests will be semi-annually accomplished and the amortization of principal will occur at March 1st, 2011, 2012 and 2013 in equal amounts at 1/3 (one third) of the total issued, respectively.
b) Ordinary and Extraordinary General Meeting held on April 30, 2007
Deliberations of Ordinary General Meeting:
(i) Profit allocation of the year ended 2006, after the set up of Legal Reserve of R$ 4,276, as shown below:
a. R$ 20,312 distribution of dividends
b. R$ 54,842 expansion reserve
c. R$ 6,094 capital reserve
Deliberations of Extraordinary General Meeting:
(i) Capital increase, without issue of new shares, by means of the capitalization of expansion reserve and profits retention reserve, in the total amount of R$ 186,157, with the capital increase of the Company, which will be R$ 4,141,787;
(ii) Investments plan for 2007, in the amount of R$ 1,250,000, which will be earmarked for the acquisition of plants; for stores, gas stations and drugstores openings and renovation of existing assets.
26. Supplementary Information
Aiming at providing additional information, there are presented: (a) Statements of Cash Flows, prepared according to the NPC 20/99 issued by IBRACON and (b) Statements of Additional Value, according to the Resolution CFC 1010 of January 21, 2005.
54
a) Statements of Cash Flows
Parent Company | Consolidated | |||||||
Quarters ended in | ||||||||
03.31.2007 | 03.31.2006 | 03.31.2007 | 03.31.2006 | |||||
Cash flow from operating activities | ||||||||
Net income for the year | 35,950 | 60,171 | 39,950 | 60,171 | ||||
Adjustment for reconciliation of net income | ||||||||
Deferred income tax | 9,385 | (3,649) | 13,078 | (15,753) | ||||
Residual value of permanent asset disposals | 3,755 | 4 | 4,094 | 4 | ||||
Net gains from shareholding dilution | - | (13,302) | - | (13,302) | ||||
Depreciation and amortization | 98,719 | 88,446 | 126,926 | 120,149 | ||||
Interest and monetary variations, net of payments | (61,211) | 28,094 | (8,262) | 96,881 | ||||
Equity results | (2,268) | (7,413) | 5,858 | 14,782 | ||||
Provision for contingencies | 10,696 | 9,298 | 12,502 | 10,105 | ||||
Provision for property and equipment write-offs and losses | 557 | - | 557 | - | ||||
Minority interest | - | - | (22,175) | (15,986) | ||||
(Increase) decrease in assets | ||||||||
Accounts receivable | 275,855 | 311,463 | 280,647 | 318,991 | ||||
Advances to suppliers and employees | (4,594) | (3,998) | (4,383) | (4,603) | ||||
Inventories | (61,053) | 1,528 | (79,483) | (18,068) | ||||
Recoverable taxes | (15,881) | 21,454 | (16,322) | 6,266 | ||||
Other assets | (25,457) | (25,249) | (42,704) | (46,880) | ||||
Related parties | 25,358 | 30,781 | 9,639 | (17,973) | ||||
Judicial deposits | (5,171) | (8,156) | (9,129) | (10,399) | ||||
Increase (decrease) in liabilities | ||||||||
Suppliers | (365,923) | (296,598) | (408,099) | (326,360) | ||||
Payroll and related charges | (9,815) | (15,063) | (6,451) | (15,851) | ||||
Income and social contribution taxes payable | (12,606) | (18,232) | (21,380) | (20,048) | ||||
Other accounts payable | (14,527) | (8,759) | (6,868) | 26,745 | ||||
Net cash generated in operating | ||||||||
activities | (118,231) | 168,338 | (136,005) | 148,871 | ||||
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Parent Company | Consolidated | |||||||
Periods ended in | ||||||||
03.31.2007 | 03.31.2006 | 03.31.2007 | 03.31.2006 | |||||
Cash flow from investing activities | ||||||||
Acquisition of companies | - | - | - | (8,501) | ||||
Acquisition of property and equipment | (155,676) | (101,360) | (169,943) | (112,107) | ||||
Increase in deferred assets | (3,631) | (4,283) | (3,747) | (4,282) | ||||
Net cash flow generated (used) in | ||||||||
investing activities | (159,307) | (105,643) | (173,690) | (124,890) | ||||
Cash flow from financing activities | ||||||||
Financings | ||||||||
Funding and refinancing | 44,184 | 25,962 | 69,393 | 35,690 | ||||
Payments | (175,479) | (62,358) | (184,557) | (68,901) | ||||
Net cash used in financing activities | (131,295) | (36,396) | (115,164) | (33,211) | ||||
Net increase (decrease) in cash, banks and | ||||||||
marketable securities | (408,833) | 26,299 | (424,859) | (9,230) | ||||
Cash, banks and marketable securities at end of year | 119,821 | 756,931 | 856,652 | 1,701,607 | ||||
Cash, banks and marketable securities at beginning of year | 528,654 | 730,632 | 1,281,511 | 1,710,837 | ||||
Changes in cash, banks and marketable securities | (408,833) | 26,299 | (424,859) | (9,230) | ||||
Cash flow suplemental information | ||||||||
Interest paid on loans and financings | 106,906 | 48,585 | 107,066 | 49,322 |
56
b) Statements of Added Value
Parent Company | Consolidated | |||||||||||||||
Periods ended at | ||||||||||||||||
03.31.2007 | % | 03.31.2006 | % | 03.31.2007 | % | 03.31.2006 | % | |||||||||
Revenues | ||||||||||||||||
Sales of goods | 3,049,608 | 2,794,550 | 4,167,951 | 3,924,728 | ||||||||||||
Credit write-offs | 9,707 | (1,096) | 9,884 | (1,305) | ||||||||||||
Non-operating | (3,662) | 7,286 | (2,938) | 7,286 | ||||||||||||
3,055,653 | 2,800,740 | 4,174,897 | 3,930,709 | |||||||||||||
Inputs acquired from third | ||||||||||||||||
parties | ||||||||||||||||
Cost of goods | ||||||||||||||||
sold | (2,219,352) | (1,953,618) | (3,061,886) | (2,768,395) | ||||||||||||
Materials, energy, outsourced | ||||||||||||||||
services and others | (235,890) | (193,479) | (336,112) | (287,475) | ||||||||||||
(2,455,242) | - | (2,147,097) | - | (3,397,998) | - | (3,055,870) | ||||||||||
Gross added value | 600,411 | 653,643 | 776,899 | 874,839 | ||||||||||||
Retentions | ||||||||||||||||
Depreciation and amortization | (100,221) | (90,578) | (128,563) | (122,997) | ||||||||||||
Net added value | ||||||||||||||||
produced by the Company | 500,190 | 563,065 | 648,336 | 751,842 | ||||||||||||
Received in transfer | ||||||||||||||||
Equity results | 2,268 | 7,413 | (5,858) | (14,782) | ||||||||||||
Minority interest | - | - | 22,175 | 15,986 | ||||||||||||
Financial income | 42,288 | 76,222 | 70,213 | 101,733 | ||||||||||||
Total added value to be | 44,556 | 83,635 | 86,530 | 102,937 | ||||||||||||
distributed | 544,746 | 100.0 | 646,700 | 0100. | 734,866 | 100.0 | 854,779 | 100.0 | ||||||||
Distribution of added | ||||||||||||||||
value | ||||||||||||||||
Personnel and related charges | (220,166) | 40.4 | (227,509) | 35.8 | (297,002) | 40.4 | (311,024) | 34.9 | ||||||||
Taxes, fees and | ||||||||||||||||
contributions | (140,673) | 25.8 | (168,581) | 26.5 | (179,077) | 24.4 | (213,861) | 29.2 | ||||||||
Interest and rents | (147,957) | 27.2 | (190,439) | 28.3 | (222,837) | 30.3 | (269,723) | 29.0 | ||||||||
Dividends | - | 0,0 | - | 0,0 | - | - | - | 0,0 | ||||||||
Profit retention | 35,950 | 6.6 | 60,171 | 9.4 | 35,950 | 4.9 | 60,171 | 6.9 | ||||||||
57
05.01 Comments on Company Performance During the Quarter
See ITR 08.01 Comments on Consolidated Performance
58
06.01 Consolidated Balance Sheet Assets (Thousands of reais)
1 CODE | 2 Description | 3 3.31.2007 | 4 - 12.31.2006 |
1 | Total assets | 11,176,704 | 11,672,273 |
1.01 | Current assets | 4,121,947 | 4,878,416 |
1.01.01 | Available funds | 856,652 | 1,281,511 |
1.01.01.01 | Cash and banks | 112,350 | 247,677 |
1.01.01.02 | Financial investments | 744,302 | 1,033,834 |
1.01.02 | Receivables | 1,885,949 | 2,342,159 |
1.01.02.01 | Trade accounts receivable | 1,332,722 | 1,621,592 |
1.01.02.02 | Sundry receivables | 553,227 | 720,567 |
1.01.02.02.01 | Advances to suppliers and employees | 36,440 | 32,057 |
1.01.02.02.02 | Taxes recoverable | 272,330 | 378,849 |
1.01.02.02.03 | Deferred income tax | 170,759 | 238,676 |
1.01.02.02.04 | Other receivables | 73,698 | 70,985 |
1.01.03 | Inventories | 1,311,446 | 1,231,963 |
1.01.04 | Other | 67,900 | 22,783 |
1.01.04.01 | Prepaid expenses | 67,900 | 22,783 |
1.02 | Non-current assets | 7,054,757 | 6,793,857 |
1.02.01 | Long-term receivables | 1,961,292 | 1,766,034 |
1.02.01.01 | Sundry receivables | 1,724,977 | 1,520,428 |
1.02.01.01.01 | Taxes recoverable | 220,448 | 95,970 |
1.02.01.01.02 | Deferred income tax and social contribution | 892,515 | 837,676 |
1.02.01.01.03 | Judicial deposits | 249,078 | 234,901 |
1.02.01.01.04 | Accounts receivable | 360,405 | 348,338 |
1.02.01.01.05 | Other accounts receivable | 2,531 | 3,543 |
1.02.01.02 | Receivables from related companies | 236,315 | 245,606 |
1.02.01.02.01 | Other related companies | 0 | 0 |
1.02.01.02.02 | Subsidiary companies | 236,315 | 245,606 |
1.02.01.02.03 | Related parties checking account | 0 | 0 |
1.02.01.03 | Other | 0 | 0 |
1.02.02 | Permanent assets | 5,093,465 | 5,027,823 |
1.02.02.01 | Investments | 73,699 | 79,557 |
1.02.02.01.01 | Associated companies | 0 | 0 |
1.02.02.01.02 | Associated companies goodwill | 0 | 0 |
1.02.02.01.03 | Subsidiary companies | 73,498 | 79,356 |
1.02.02.01.04 | Subsidiary companies goodwill | 0 | 0 |
1.02.02.01.05 | Other investments | 201 | 201 |
1.02.02.02 | Property, plant and equipment | 4,339,393 | 4,241,040 |
1.02.02.03 | Intangible assets | 606,575 | 630,945 |
1.02.02.04 | Deferred charges | 73,798 | 76,281 |
59
06.02 Consolidated Balance Sheet Liabilities (Thousands of reais)
1 - CODE | 2 Description | 3 3.31.2007 | 4 12.31.2006 |
2 | Total liabilities and shareholders' equity | 11,176,704 | 11,672,273 |
2.01 | Current liabilities | 3,362,952 | 3,823,909 |
2.01.01 | Loans and financing | 817,205 | 871,321 |
2.01.02 | Debentures | 401,490 | 414,761 |
2.01.03 | Suppliers | 1,619,169 | 2,027,268 |
2.01.04 | Taxes, charges and contributions | 60,568 | 68,675 |
2.01.05 | Dividends payable | 20,312 | 20,312 |
2.01.06 | Provisions | 0 | 0 |
2.01.07 | Payables to related companies | 0 | 0 |
2.01.08 | Other liabilities | 444,208 | 421,572 |
2.01.08.01 | Salaries and related contributions | 166,559 | 173,010 |
2.01.08.02 | Public services | 6,194 | 8,784 |
2.01.08.03 | Rents | 36,230 | 40,924 |
2.01.08.04 | Advertising | 8,455 | 8,219 |
2.01.08.05 | Insurance | 2,047 | 0 |
2.01.08.06 | Purchase of assets | 78,627 | 44,366 |
2.01.08.07 | Other accounts payable | 146,096 | 146,269 |
2.02 | Noncurrent liabilities | 2,829,434 | 2,877,821 |
2.02.01 | Long-term liabilities | 2,829,434 | 2,877,821 |
2.02.01.01 | Loans and financing | 1,307,691 | 1,382,152 |
2.02.01.02 | Debentures | 0 | 0 |
2.02.01.03 | Provisions | 0 | 0 |
2.02.01.04 | Payables to related companies | 0 | 0 |
2.02.01.05 | Advance for future capital increase | 0 | 0 |
2.02.01.06 | Other liabilities | 1,521,743 | 1,495,669 |
2.02.01.06.01 | Provision for contingencies | 1,241,273 | 1,209,463 |
2.02.01.06.02 | Tax installments | 257,059 | 261,101 |
2.02.01.06.03 | Others | 23,411 | 25,105 |
2.03 | Minority interests | 106,241 | 128,416 |
2.04 | Shareholders equity | 4,878,077 | 4,842,127 |
2.04.01 | Paid-up capital | 3,954,629 | 3,954,629 |
2.04.02 | Capital reserves | 517,331 | 517,331 |
2.04.02.01 | Special reserve for goodwill | 517,331 | 517,331 |
2.04.03 | Revaluation reserves | 0 | 0 |
2.04.03.01 | Own assets | 0 | 0 |
2.04.03.02 | Subsidiary/associated companies | 0 | 0 |
2.04.04 | Revenue reserves | 406,117 | 370,167 |
2.04.04.01 | Legal | 123,073 | 123,073 |
2.04.04.02 | Statutory | 0 | 0 |
2.04.04.03 | For contingencies | 0 | 0 |
2.04.04.04 | Unrealized profits | 0 | 0 |
2.04.04.05 | Retention of profits | 115,501 | 79,551 |
2.04.04.06 | Special for undistributed dividends | 0 | 0 |
2.04.04.07 | Other | 167,543 | 167,543 |
2.04.04.07.01 | Reserve for expansion | 167,543 | 167,543 |
2.04.05 | Retained earnings/accumulated deficit | 0 | 0 |
2.04.06 | Advance for future capital increase | 0 | 0 |
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07.01 Consolidated Statement of Income (Thousands of reais )
1 CODE | 2 DESCRIPTION | 3 1.1.2007 to 3.31.2007 | 4 1.1.2007 to 3.31.2007 | 5 1.1.2006 to 3.31.2006 | 6 1.1.2006 to 3.31.2006 |
3.01 | Gross sales and/or services | 4,167,951 | 4,167,951 | 3,924,728 | 3,924,728 |
3.02 | Deductions | (637,602) | (637,602) | (619,761) | (619,761) |
3.03 | Net sales and/or services | 3,530,349 | 3,530,349 | 3,304,967 | 3,304,967 |
3.04 | Cost of sales and/or services rendered | (2,548,534) | (2,548,534) | (2,322,095) | (2,322,095) |
3.05 | Gross profit | 981,815 | 981,815 | 982,872 | 982,872 |
3.06 | Operating (expenses) income | (941,564) | (941,564) | (925,539) | (925,539) |
3.06.01 | Selling | (606,484) | (606,484) | (587,904) | (587,904) |
3.06.02 | General and administrative | (118,066) | (118,066) | (117,119) | (117,119) |
3.06.03 | Financial | (61,232) | (61,232) | (67,198) | (67,198) |
3.06.03.01 | Financial income | 70,213 | 70,213 | 101,733 | 101,733 |
3.06.03.02 | Financial expenses | (131,445) | (131,445) | (168,931) | (168,931) |
3.06.04 | Other operating income | 0 | 0 | 0 | 0 |
3.06.05 | Other operating expenses | (149,924) | (149,924) | (138,536) | (138,536) |
3.06.05.01 | Taxes and charges | (22,998) | (22,998) | (18,387) | (18,387) |
3.06.05.02 | Depreciation and amortization | (126,926) | (126,926) | (120,149) | (120,149) |
3.06.06 | Equity in the results of subsidiary and associated companies |
(5,858) | (5,858) | (14,782) | (14,782) |
3.07 | Operating profit | 40,251 | 40,251 | 57,333 | 57,333 |
3.08 | Nonoperating income | (2,938) | (2,938) | 7,286 | 7,286 |
3.08.01 | Revenue | 1,156 | 1,156 | 13,341 | 13,341 |
3.08.02 | Expenses | (4,094) | (4,094) | (6,055) | (6,055) |
3.09 | Income before taxation and profit sharing | 37,313 | 37,313 | 64,619 | 64,619 |
3.10 | Provision for income tax and social contribution | (6,860) | (6,860) | (33,187) | (33,187) |
3.11 | Deferred income tax | (13,078) | (13,078) | 15,753 | 15,753 |
3.12 | Statutory profit sharing and contributions | (3,600) | (3,600) | (3,000) | (3,000) |
3.12.01 | Profit sharing | (3,600) | (3,600) | (3,000) | (3,000) |
3.12.02 | Contributions | 0 | 0 | 0 | 0 |
3.13 | Reversal of interest on shareholders' equity | 0 | 0 | 0 | 0 |
3.14 | Minority Interests | 22,175 | 22,175 | 15,986 | 15,986 |
3.15 | Net income for the period | 35,950 | 35,950 | 60,171 | 60,171 |
Number of shares, ex-treasury (in thousands) | 113,771,379 | 113,771,379 | 113,667,916 | 113,667,916 | |
Net income per share | 0.00032 | 0.00032 | 0.00053 | 0.00053 | |
Loss per share |
61
08.01 Comments on the Consolidated Performance During the Quarter
Sales Performance | ||||||
Net sales grew 6.8% in the quarter | ||||||
R$ million | 1Q07 | 1Q06 | Chg. | |||
Gross Sales | 4,168 | 3,925 | 6.2% | |||
Net Sales | 3,530 | 3,305 | 6.8% |
In the 1st quarter of 2007, the Company recorded gross sales of R$ 4,168.0 million and net sales of R$ 3,530.3 million, with growth of 6.2% and 6.8% respectively in relation to the same prior-year period. This increase is due to the consolidation of the competitiveness strategy adopted, the recovery of food sales and the new sales incentive campaign.
In the same stores concept, sales also presented a growth trend in relation to the levels observed in previous quarters, attaining the rate of 4.8% (gross sales) and 5.6% (net sales), in line with the growth of 5.0% expected by the Company for 2007.
Sales of food products presented a reversal of the downtrend recorded during the year 2006, registering growth of 4.5%, with an emphasis on the performance of perishable products. Sales of non-food products, even with the strong basis of comparison (growth of 14.5% in the first quarter of 2006 World Cup effect), presented growth of 5.9% .
One of the prominent aspects was that although food inflation presented recovery in the quarter, the Groups internal price monitoring index shows that prices practiced at the stores have been growing at considerably lower rates than those recorded by the food inflation indexes published by Fipe (Fundação Instituto de Pesquisas Econômicas - Brazilian Institute of Economic Research) or by IBGE (Instituto Brasileiro de Geografia e Estatística - Brazilian Institute of Geography and Statistics).
62
Another highlight of the period was the continuity of the growth of the flow of customers at the Groups stores a performance that has been accompanied by a higher average purchase per customer.
Although all the banners have displayed a growth in the same stores the period, reflecting the Companys better price positioning, the Pão de Açúcar banner stood out once again and the Sendas banner showed recovery in relation to the levels recorded in previous quarters.
Operating Performance |
New sales campaign: Varejo na Alma |
The sales incentive campaign called Varejo na Alma, an initiative involving all the employees of the stores, main office and Distribution Centers, stimulating the increase of sales with profitability, was started in January 2007. All the collaborators from the stores that attain growth of 5% in sales over the budget and that guaranteed at least the net income of this budget are awarded in this campaign.
The Campaign has been achieving excellent results and has already awarded 79 stores in the first quarter of 2007. This will be the focal point of 2007, which will clear the path for the consolidation of a new sales threshold.
The Company also continues focused on expense reduction programs and on the competitiveness strategy, which continued to produce consistent results in the 1st quarter of 2007 (sales growth, customer traffic and price image of the banners).
The comments presented below about operating performance refer to the consolidated figures of CBD, which include all the operating results of Sendas Distribuidora (a joint venture of CBD with the Sendas chain, in the state of Rio de Janeiro).
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Gross margin of 27.8% in the quarter | ||||||
Price reduction strategy contributed toward this performance. | ||||||
R$ million | 1Q07 | 1Q06 | Chg. | |||
Gross Income | 982 | 983 | -0.1% | |||
Gross Margin - % | 27.8% | 29.7% | -190 bps |
The gross margin reached 27.8% in 1Q07, 190 basis points (bps) below the 29.7% reported in 1Q06. The margin reduction was offset by the growth of the sales volume, which allowed the Group to maintain practically the same gross income in the two periods (R$ 981.8 million in the first quarter of 2007 as opposed to R$ 982.9 million in the same period of 2006).
The lower gross margin is explained by the more aggressive price posture, which is already in its third consecutive quarter and has contributed to improve the price image of all the banners.
Operating Expenses | ||||||
Expense as a percentage of the net sales at a level lower than in 1Q06 | ||||||
R$ million1 | 1Q07 | 1Q06 | Chg. | |||
Selling Expenses | 606 | 588 | 3.2% | |||
Gen. Adm. Exp. | 118 | 117 | 0.8% | |||
Operating Exp. (without Taxes and Charges) | 725 | 705 | 2.8% | |||
% of net sales | 20.5% | 21.3% | ||||
Taxes and Charges | 23 | 18 | 25.1% | |||
Total Operating Expenses | 748 | 723 | 3.3% | |||
% of net sales | 21.2% | 21.9% | ||||
(1) Totals may not tally as the figures are rounded off |
64
Important advances were presented in relation to selling and general and administrative expenses in the 1st quarter of 2007.
Excluding taxes and charges, the level of operating expenses in the quarter was 20.5%, down 80 bps in relation to the 21.3% recorded in 1Q06.
Total operating expenses, including taxes and charges, attained 21.2% of the net revenue in 1Q07, lower than the 21.9% of the net revenue recorded in the same period of 2006.
The period highlight was the 60 bps drop in sales expenses as a percentage of net sales, from 17.8% in 1Q06 to 17.2% in 1Q07.
Administrative expenses as a percentage of net sales registered a slight downslide in relation to the previous year, going from 3.5% in 1Q06 to 3.3% in 1Q07.
In absolute terms, selling expenses and administrative expenses presented lower growth rates than the increase of sales in the period (6.8%), amounting to 3.2% and 0.8% respectively.
This reduction of expenses as a percentage of net revenue is mainly due to the expense reduction programs implemented throughout 2006 and to the greater dilution of expenses in the period.
These programs will continue to produce results during 2007, causing expenses as a percentage of net sales (excluding taxes and rates) to reach the target of 20% in 2007.
EBITDA Margin of 6.6% (without taxes and charges) | ||||||
Competitiveness strategy affected EBITDA | ||||||
R$ million | 1Q07 | 1Q06 | Chg. | |||
EBITDA (without taxes and charges) | 234 | 259 | -9.7% | |||
EBITDA Margin (without taxes and charges) | 6.6% | 7.9% | -130 bps |
The reduction of 190 bps in the gross margin was partially offset by the reduction of 70 bps in operating expenses, which led to an EBITDA margin of 6.6% in the first quarter of 2007, as opposed to 7.9% in the same period of 2006, a reduction of 130 bps.
65
In absolute terms EBITDA was R$ 234.3 million in 1Q07, 9.7% lower than the R$ 259.5 million recorded in the same period of last year.
Financial Results | ||||||
Lower interest rates caused an impact in the period | ||||||
R$ million1 | 1Q07 | 1Q06 | Chg. | |||
Financ. Revenue | 70 | 102 | -31.0% | |||
Financ. Expenses | (131) | (169) | -22.2% | |||
Net Financial Income | (61) | (67) | -8.9% | |||
(1) Totals may not tally as the figures are rounded off |
During the 1st quarter of 2007, financial expenses and revenues exhibited a decrease in comparison with the same period of the year 2006. Financial revenues in 1Q07 came to R$ 70.2 million, as opposed to R$ 101.7 million in 1Q06, representing a downslide of 31.0%. Three factors contributed toward this decrease: (i) lower average cash in 1Q07 in comparison with 1Q06, which was R$ 1,706.2 million and is currently R$ 1,069.1 million; (ii) lower interest rate in the period (average of 13.9% in 1Q07 versus 16.5% in 1Q06) and; (iii) increase in installment sales without interest.
Financial expenses in the period amounted to R$ 131.4 million, 22.2% lower than the R$ 168.9 million recorded in the 1st quarter of 2006. This reduction is mainly due to the lower interest rate in the period, as commented on above.
Net financial expenses attained R$ 61.2 million in the period, versus R$ 67.2 million in relation to the 1st quarter of 2006, a reduction of 8.9%.
Equity Income |
Equity income result starts to show improvements in the period |
With a 12% share in the sale of the Group, FIC (Financeira Itaú CBD) recorded negative equity income of R$ 5.9 million in the 1st quarter of 2007, an improvement of 60.4% in relation to the R$14.8 million of 1Q06 and of 48.2% in relation to the R$ 11.3 million of 4Q06.
This improvement in FICs performance, which generated growth of 87% in the total revenues in the period, occurred on account of the following factors: (i) increase of the receivables portfolio (which totaled R$ 871.9 million, up 34.9% over the same prior-year period); (ii) increase of the supply of relationship products (insurance, personal loan and extended warranty); (iii) growth of the Companys sales and; (iv) reduction of the credit loss levels.
The result of this quarter supports the forecast that the break-even point will be attained at the end of 2007. The number of customers of FIC attained 5.2 million in the quarter, with 3.8 million private label card holders.
Minority Interest: Sendas Distribuidora |
Gross margin reflects more competitiveness in Rio de Janeiro |
In the 1st quarter of 2007, the gross sales of Sendas Distribuidora attained R$ 796.2 million, which represents 19.1% of the Groups sales. Net sales amounted to R$ 693.9 million in the period. In spite of the improvement in the sales performance in relation to the previous year, sales in the period do not yet reflect investments in competitiveness implemented in the last few quarters.
Gross income amounted to R$ 177.3 million, with a gross margin of 25.6% . In comparison with the same prior-year period, the gross margin registered a downslide of 180 bps, reflecting the aggressive price strategy and the heated competition faced in Rio de Janeiro.
67
Although operating expenses presented a result that resembles that of the prior year (R$ 164.6 million in 1Q07 as opposed to R$ 163.9 million in 1Q06), the EBITDA margin was down 170 bps (1.8% in 1Q07 against 3.5% in 1Q06), due to the lower gross margin of the period.
Financial income exhibited a negative result of R$ 31.5 million in the period, significantly influencing the result of Sendas Distribuidora. Net loss for the quarter was R$ 38.6 million, generating a minority interest result of R$ 22.2 million for the Group.
Net Income |
Result of the quarter is strongly influenced by the lower gross margin |
R$ million | 1Q07 | 1Q06 | Chg. | |||
Net Income | 36 | 60 | -40.3% | |||
Net Margin - % | 1.0% | 1.8% | -80 bps |
The Group reported net income of R$ 36.0 million in this quarter, a decrease of 40.3% in relation to the same period of 2006. This reduction occurred mainly because of the lower gross margin of the period, affected by the price strategy adopted by the Group.
Investments |
The sum earmarked for investments in the quarter was R$ 204.2 million |
Investments in the 1st quarter amounted to R$ 204.2 million, higher than the R$ 143.9 million invested in the 1st quarter of 2006.
Investments were divided as follows:
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Four Extra Perto stores were opened in the period, and in the second quarter another 3 stores will be inaugurated (one CompreBem and two Extra hypermarket stores). Most of the openings scheduled for the year 2007 will be concentrated in the second semester.
Subsequent Events: 6th Debenture Issue |
On April 27, 2007, CVM (Brazilian Securities Commission) approved the issue of 77,965 debentures (simple, non-convertible, nominative and book-entry debentures in 2 tranches, of the unsecured kind) by CBD.
The issue was performed in two tranches, whereas the final quantity of debentures of the 1st tranche was 54,000 and the final quantity of debentures of the 2nd tranche was 23,965 debentures. The unit face value was R$ 10,000.00, amounting to a total value of the offering of R$ 779,650,000.00.
The 1st tranche debentures were targeted at individual and corporate investors, investment funds, pension funds, third party asset management entities registered at CVM, entities licensed to operate by the Central Bank of Brazil, insurance companies, supplementary pension entities and capitalization companies and institutional or qualified investors, considered as such by the current regulations. 2nd tranche debentures were earmarked exclusively for exchange for the holders of 5th issue debentures.
1st tranche debentures have a return established with a basis on the DI Rate, plus a spread corresponding to 0.5% per annum. The return on 1st tranche debentures also applies to 2nd tranche debentures.
The unit face value of the debentures will be amortized according to the following schedule: three (3) annual installments, on March 1, 2011, March 1, 2012 and March 1, 2013. The payment of 1/3 of the Unit Face Value of the Debentures in circulation will be made on each amortization payment date.
The information presented in the following tables has not been reviewed by the external auditors.
69
Gross Sales per Format (R$ thousand) |
1st Quarter | 2007 | % | 2006 | % | Var.(%) | |||||
Pão de Açúcar | 918,464 | 22.0% | 900,529 | 22.9% | 2.0% | |||||
Extra | 2,126,067 | 51.0% | 1,956,708 | 49.9% | 8.7% | |||||
CompreBem | 718,600 | 17.3% | 657,501 | 16.8% | 9.3% | |||||
Extra Eletro | 81,904 | 2.0% | 76,644 | 1.9% | 6.9% | |||||
Sendas* | 322,916 | 7.7% | 333,346 | 8.5% | -3.1% | |||||
CBD | 4,167,951 | 100.0% | 3,924,728 | 100.0% | 6.2% | |||||
Net Sales per Format (R$ thousand)
1st Quarter | 2007 | % | 2006 | % | Chg.(%) | |||||
Pão de Açúcar | 775,079 | 22.0% | 751,948 | 22.7% | 3.1% | |||||
Extra | 1,792,425 | 50.8% | 1,642,121 | 49.7% | 9.2% | |||||
CompreBem | 613,267 | 17.3% | 558,544 | 16.9% | 9.8% | |||||
Extra Eletro | 64,682 | 1.8% | 59,626 | 1.8% | 8.5% | |||||
Sendas* | 284,896 | 8.1% | 292,728 | 8.9% | -2.7% | |||||
CBD | 3,530,349 | 100.0% | 3,304,967 | 100.0% | 6.8% | |||||
* Sendas banner which is part of Sendas Distribuidora S/A
Sales Breakdown (% of Net Sales) |
2007 | 2006 | |||
1st Q | 1st Q | |||
Cash | 51.0% | 50.0% | ||
Credit Card | 38.3% | 38.1% | ||
Food Voucher | 7.9% | 7.9% | ||
Credit | 2.8% | 4.0% | ||
Post-dated Checks | 1.7% | 2.2% | ||
Installment Sales | 1.1% | 1.8% | ||
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Stores by Format |
Pão de | Extra- | Extra | Sales | Number of Employees | ||||||||||||||
Açúcar | Extra | Eletro | CompreBem | Sendas | Perto | CBD | Area (m2) | |||||||||||
12/31/2006 | 164 | 83 | 50 | 186 | 62 | 4 | 549 | 1,217,984 | 63,607 | |||||||||
Opened | 4 | 4 | ||||||||||||||||
Closed | (3) | (3) | ||||||||||||||||
Converted | - | |||||||||||||||||
3/31/2007 | 164 | 83 | 50 | 183 | 62 | 8 | 550 | 1,221,017 | 62,370 |
71
09.01 Investment in Subsidiary and/or Associated Companies
1 ITEM | 2 NAME OF COMPANY | 3 BRAZILIAN REVENUE SERVICE REGISTRY OF LEGAL ENTITIES - CNPJ | 4 CLASSIFICATION | 5 - % PARTICIPATION IN THE CAPITAL OF THE INVESTEE | 6 - % OF NET EQUITY OF THE INVESTOR |
7 TYPE OF COMPANY | 8 NUMBER OF SHARES IN THE CURRENT QUARTER (Thousand) |
9 NUMBER OF SHARES IN THE PRIOR QUARTER (Thousand) |
01 | NOVASOC COMERCIAL LTDA. | 03.139.761/0001-17 | PRIVATELY-HELD ASSOCIATED | 10,00 | -0.88 |
COMMERCIAL, INDUSTRIAL AND OTHER | 1 | 1 | |||
02 | SÉ SUPERMERCADOS LTDA. | 01.545.828/0001-98 | PRIVATELY-HELD SUBSIDIARY | 91,92 | 24.89 |
COMMERCIAL, INDUSTRIAL AND OTHER | 1,133,990 | 1,133,990 | |||
03 | SENDAS DISTRIBUIDORA S.A. | 06.057.223/0001-71 | PRIVATELY-HELD SUBSIDIARY | 42,57 | -0.30 |
COMMERCIAL, INDUSTRIAL AND OTHER | 450,001 | 450,001 | |||
04 | VERSALHES COM. PROD. ELETRÔNICOS LTDA. | 07.145.984/0001-48 | PRIVATELY-HELD SUBSIDIARY | 90,00 | 0,00 |
COMMERCIAL, INDUSTRIAL AND OTHER | 10 | 10 |
72
10.01 Characteristics of Public or Private Debenture Issue
1 Item | 01 |
2 - Issue order number | 5 |
3 Registration number with CVM | SRE/DEB/2002/038 |
4 Date of registration with CVM | 11/13/2002 |
5 Issued series | 1 |
6 Type | Simple |
7 Nature | Public |
8 - Issue date | 10/1/2002 |
9 - Due date | 10/1/2007 |
10 Type of debenture | Without preference |
11 Remuneration conditions prevailing | DI + 0.95% p.a. |
12 Premium/discount | |
13 Nominal value (reais) | 10,375.25 |
14 Issued amount (Thousands of reais) | 416,556 |
15 Number of debentures issued (unit) | 40,149 |
16 Outstanding debentures (unit) | 40,149 |
17 Treasury debentures (unit) | 0 |
18 Redeemed debentures (unit) | 0 |
19 Converted debentures (unit) | 0 |
20 Debentures to be placed (unit) | 0 |
21 - Date of last renegotiation | 9/9/2004 |
22 - Date of next event | 4/1/2007 |
73
16.01 Other Significant Information
SHAREHOLDING STATUS ON MARCH 31, 2007:
Companhia Brasileira de Distribuição
SHAREHOLDERS | COMMON SHARES |
% ON TOTAL CAPITAL |
% ON VOTING CAPITAL |
PREFERRED SHARES |
% ON TOTAL CAPITAL |
% ON TOTAL PREFERRED |
TOTAL | % ON TOTAL |
WILKES | 32,700,000,000 | 28.741851% | 65.610050% | 0 | 0.000000% | 0.000000% | 32,700,000,000 | 28.741851% |
PENINSULA | 1,392,087,129 | 1.223583% | 2.793116% | 1,304,233,686 | 1.146364% | 2.040050% | 2,696,320,815 | 2.369947% |
SUDACO | 14,309,588,419 | 12.577494% | 28.711095% | 0 | 0.000000% | 0.000000% | 14,309,588,419 | 12.577494% |
SEGISOR | 1,000 | 0.000001% | 0.000002% | 1,892,946,860 | 1.663816% | 2.960901% | 1,892,947,860 | 1.663817% |
CASINO | 26,000 | 0.000023% | 0.000052% | 0 | 0.000000% | 0.000000% | 26,000 | 0.000023% |
ABILIO | 15 | 0.000000% | 0.000000% | 0 | 0.000000% | 0.000000% | 15 | 0.000000% |
J. PAULO | 10 | 0.000000% | 0.000000% | 8,900,000 | 0.007823% | 0.013921% | 8,900,010 | 0.007823% |
ANA MARIA | 10 | 0.000000% | 0.000000% | 0 | 0.000000% | 0.000000% | 10 | 0.000000% |
P. PAULO | 0 | 0.000000% | 0.000000% | 360,850 | 0.000317% | 0.000564% | 360,850 | 0.000317% |
RIO SOE | 1,407,912,871 | 1.237493% | 2.824870% | 0 | 0.000000% | 0.000000% | 1,407,912,871 | 1.237493% |
FLYLIGHT | 0 | 0.000000% | 0.000000% | 160,314,807 | 0.140910% | 0.250760% | 160,314,807 | 0.140910% |
ONYX 2006 | 0 | 0.000000% | 0.000000% | 10,253,190,000 | 9.012100% | 16.037787% | 10,253,190,000 | 9.012100% |
RIO PLATE | 0 | 0.000000% | 0.000000% | 2,027,586,304 | 1.782159% | 3.171500% | 2,027,586,304 | 1,782159% |
SWORDFISH | 0 | 0.000000% | 0.000000% | 2,236,310,000 | 1.965617% | 3.497981% | 2,236,310,000 | 1.965617% |
MANAGEMENT | 85 | 0.000000% | 0.000000% | 47,470,010 | 0 41724% | 0.074251% | 47,470,095 | 0.041724% |
OTHER | 30,310,149 | 0.026641% | 0.060867% | 46,000,140,228 | 40.432085% | 71.952284% | 46,030,450,377 | 40.458726% |
TOTAL | 49,839,925,688 | 43.807086% | 100.000000% | 63,931,452,745 | 56.192914% | 100.000000% | 113,771,378,433 | 100.000000% |
SHAREHOLDING STATUS ON MARCH 31, 2007 |
Parent Companies Board of Directors - Supervisory Board |
(spouses, companions and dependants) |
COMMON SHARES | PREFERRED SHARES | TOTAL | ||||
SHAREHOLDERS | AMOUNT | % ON TOTAL CAPITAL |
AMOUNT | % ON TOTAL PREFERRED |
AMOUNT | % TOTAL CAPITAL |
PARENT COMPANY | 49,809,589,454 | 99.94% | 17,883,842,507 | 27.97% | 67,693,457,961 | 59.50% |
BOARD OF DIRECTORS | 85 | 0.00% | 1,690,010 | 0.00% | 1,690,095 | 0.00% |
EXECUTIVE BOARD | 0 | 0.00% | 45,780,000 | 0.07% | 45,780,000 | 0.04% |
OTHER | 30,310,149 | 0.06% | 46,000,140,228 | 71.95% | 46,030,450,377 | 40.46% |
TOTAL | 49,839,925,688 | 100.00% | 63,931,452,745 | 100.00% | 113,771,378,433 | 100.00% |
OUTSTANDING SHARES | 30,310,149 | 0.06% | 46,000,140,228 | 71.95% | 46,030,450,377 | 40.46% |
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SHAREHOLDING STATUS ON MARCH 31, 2007
Parent Companies Board of Directors - Supervisory Board
(spouses, companions and dependants)
COMMON SHARES | PREFERRED SHARES | TOTAL | ||||
SHAREHOLDERS | AMOUNT | % ON VOTING CAPITAL |
AMOUNT | % ON PREFERRED CAPITAL |
AMOUNT | % TOTAL CAPITAL |
PARENT COMPANY | 49,809,589,449 | 99.94% | 16,071,756,203 | 25.18% | 65,881,345,652 | 57.96% |
BOARD OF DIRECTORS | 90 | 0.00% | 1,690,000 | 0.00% | 1,690,090 | 0.00% |
EXECUTIVE BOARD | - | 0.00% | 41,680,000 | 0.07% | 41,680,000 | 0.04% |
OTHER | 30,336,149 | 0.06% | 47,712,863,542 | 74.75% | 47,743,199,691 | 42.00% |
TOTAL | 49,839,925,688 | 100.00% | 63,827,989,745 | 100.00% | 113,667,915,433 | 100.00% |
OUTSTANDING SHARES | 30,336,149 | 0.06% | 47,712,863,542 | 74.75% | 47,743,199,691 | 42.00% |
Breakdown up to Individual Level of holders of 5% of Companhia Brasileira de Distribuição at March 31, 2007:
WILKES PARTICIPAÇÕES S/A
SHAREHOLDERS | COMMON SHARES |
% TOTAL CAPITAL |
% TOTAL COMMON CAPITAL |
PREFERRED CLASS A SHARES |
PREFERRED CLASS B SHARES |
TOTAL PREFERRED SHARES |
% TOTAL CAPITAL |
%TOTAL PREFERRED CAPITAL |
TOTAL | %TOTAL |
PEN¥NSULA | 10,187,500,000 | 23.36% | 50.00% | 0 | 0 | 0 | 0.00% | 0% | 10,187,500,000 | 23.36% |
SUDACO | 10,187,500,000 | 23.36% | 50.00% | 12,325,000,000 | 10,905,110,524 | 23,230,110,524 | 53.27% | 100% | 33,417,610,524 | 76.64% |
TOTAL | 20,375,000,000 | 46.73% | 100.00% | 12,325,000,000 | 10,905,110,524 | 23,230,110,524 | 53.27% | 100% | 43,605,110,524 | 100.00% |
The 10,905,110,524 Preferred Class B Shares were not paid-up, totaling 32,700,000,000 shares for Wilkes capital at March 31, 2007.
PEN¥NSULA PARTICIPAÇÕES LTDA
Common units interest | Preferred units | Total | ||||
Members | Amount | % | Amount | % | Amount | % |
ABILIO DOS SANTOS DINIZ | 9,756,263 | 7.48 | 1 | 20.0 | 9,756,264 | 7.48 |
JOÃO PAULO F. DOS SANTOS DINIZ | 30,171,223 | 23.13 | 1 | 20.0 | 30,171,224 | 23.13 |
ANA MARIA F. DOS SANTOS DINIZ | 30,171,223 | 23.13 | 1 | 20.0 | 30,171,224 | 23.13 |
PEDRO Á PAULO F. DOS SANTOS | 30,171,223 | 23.13 | 1 | 20.0 | 30,171,224 | 23.13 |
ADRIANA F. DOS SANTOS DINIZ | 30,171,223 | 23.13 | 1 | 20.0 | 30,171,224 | 23.13 |
TOTAL | 130,441,155 | 100.00 | 5 | 100.00 | 130,441,160 | 100.00 |
SUDACO PARTICIPAÇÕES LTDA
SHAREHOLDERS | Units of Interest (quotas) |
% |
PUMPIDO PARTICIPAÇÕES LTDA | 3,585,804,572 | 99.99 |
FRANCIS ANDRÉ MAUGER | 01 | 0,01 |
TOTAL | 3,585,804,573 | 100.00 |
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PUMPIDO PARTICIPAÇÕES LTDA
SHAREHOLDERS | Units of Interest (quotas) | % |
SEGISOR | 3,633,544,693 | 99.99 |
FRANCIS ANDRÉ MAUGER | 01 | 0,01 |
TOTAL | 3,633,544,693 | 100.00 |
ONYX 2006 PARTICIPAÇÕES LTDA
Members | Units of interest (quotas) | % |
RIO PLATE EMPREENDIMENTOS E PARTICIPAÇÕES LTDA |
581,317,357 | 99.98 |
ABILIO DOS SANTOS DINIZ | 10,012 | 0.02 |
Total | 581,327,369 | 100.00 |
RIO PLATE EMPREENDIMENTOS E PARTICIPAÇÕES LTDA
Members | Units of interest A (quotas) |
Units of interest B (quotas) |
% |
ABILIO DOS SANTOS DINIZ | 466,431,800 | 466,431,800 | 60.46 |
PEN¥NSULA PARTICIPAÇÕES LTDA | 268,679,490 | 268,679,490 | 34.82 |
PAIC PARTICIPAÇÕES LTDA | 0 | 0 | 04.72 |
Total | 735,111,290 | 735,111,290 | 100.00 |
PAIC PARTICIPAÇÕES LTDA
Shareholders | Units of interest (quotas) | % |
PEN¥NSULA PARTICIPAÇÕES LTDA | 3,705,878 | 6.44 |
AB¥LIO DOS SANTOS DINIZ | 3,473,015 | 3.56 |
TOTAL | 37,178,893 | 100.00 |
76
17.01 Unqualified Report on the Special Review
A free translation from Portuguese into English of Special Review Report of Independent Auditors on quarterly financial information prepared in Brazilian currency in accordance with the accounting practices adopted in Brazil and specific norms
issued by IBRACON (Institute of Independent Auditors of Brazil), CFC (Federal Board of Accountancy) and CVM (Brazilian Securities Exchange Commission) |
SPECIAL REVIEW REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Companhia Brasileira de Distribuição
1. | We have performed a special review of the accompanying Quarterly Financial Information (ITR) of Companhia Brasileira de Distribuição (the Company) and of Companhia Brasileira de Distribuição and
subsidiaries for the quarter and quarter ended March 31, 2007, including the balance sheets, statements of income, report on the Companys performance and other significant information prepared by Company management, in accordance with
accounting practices adopted in Brazil. The quarterly financial information of investees Pão de Açúcar Fundo de Investimento em Direitos Creditórios and Miravalles Empreendimentos e Participações S.A. for the quarter
ended March 31, 2007 were reviewed by other independent auditors. Our special review report, insofar as it relates to the amounts of assets, liabilities and results of those investees, is based solely on the limited reviews of those independent
auditors. |
2. | Our review was conducted in accordance with the specific procedures determined by the Institute of Independent Auditors of Brazil (IBRACON) and the Federal Board of Accountancy (CFC), and included principally: (a)
inquiries of and discussions with the management responsible for the Companys accounting, financial and operating areas regarding the criteria adopted for the preparation of the quarterly information and (b) review of information and
subsequent events which have or might have significant effects on the Companys operations and financial position. |
3. | Based on our special review and on the limited review reports issued by other independent auditors, we are not aware of any material modification that should be made to the Quarterly Financial Information referred in the first paragraph for it to
comply with accounting practices adopted in Brazil and with Brazilian Securities and |
77
Exchange Commission (CVM) regulations specifically applicable to the preparation of Quarterly Financial Information. |
|
4. | Our review was carried out to enable us to issue a report on the special review of the Quarterly Financial Information, referred to in the first paragraph, taken as a whole. The statements of cash flows and of added value of Companhia Brasileira
de Distribuição and of Companhia Brasileira de Distribuição and subsidiaries for the quarter ended March 31, 2007 and 2006, prepared in accordance with the accounting practices adopted in Brazil, which are presented to provide
supplementary information about the Company and its subsidiaries, are not required as an integral part of the Quarterly Financial Information. These statements were submitted to the review procedures described in the second paragraph and, based on
our review and on the quarterly information reviewed by other independent auditors, we are not aware of any material modification that should be made to these supplementary statements for them to be fairly disclosed, in all material respects, with
regard to the Quarterly Financial Information for the quarter ended March 31, 2007, taken as a whole. |
São Paulo, May 4, 2007
ERNST & YOUNG
Auditores Independentes S.S.
CRC 2SP015199/O-6
Sergio Citeroni
Partner CRC -1SP170652/O-1
78
18.02 Comments on Performance of Associated / Affiliated Company
Associated / Affiliated Company: NOVASOC COMERCIAL LTDA.
See ITR 08.01 Comments on Consolidated Performance
79
18.02 Comments on Performance of Associated / Affiliated Company
(Continued)
Associated / Affiliated Company: SÉ SUPERMERCADOS LTDA.
See ITR 08.01 Comments on Consolidated Performance
80
18.02 Comments on Performance of Associated / Affiliated Company
(Continued)
Associated / Affiliated Company: SENDAS DISTRIBUIDORA S.A.
See ITR 08.01 Comments on Consolidated Performance
81
18.02 Comments on Performance of Associated / Affiliated Company
(Continued)
Associated / Affiliated Company: VERSALHES COM. PROD. ELETRÔNICOS LTDA.
See ITR 08.01 Comments on Consolidated Performance
82
Contents
83
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO | ||
Date: May 17, 2007 | By: /s/ Enéas César Pestana Neto Name: Enéas César Pestana Neto Title: Administrative Director | |
By: /s/ Daniela Sabbag Name: Daniela Sabbag Title: Investor Relations Officer |
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.