earnings release 1q13 - b2w...earnings release 1q13 5 net revenue in 1q13, the consolidated net...

Earnings Release 1Q13

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B2W DIGITAL ANNOUNCES GROWTH OF 35% IN THE CONSOLIDATED GROSS REVENUE COMBINED WITH AN IMPROVEMENT OF 0.6 P.P. IN CONSOLIDATED GROSS MARGIN AND GAIN OF 26 DAYS IN THE CONSOLIDATED WORKING CAPITAL IN 1Q13

Rio de Janeiro, May 9th

, 2012 – B2W – Companhia Digital (BOVESPA: BTOW3), the leading e-commerce company in Brazil, formed from the merger between Americanas.com and Submarino, announces today its results for the 1

st quarter of 2013 (1Q13). The accounting

information that serves as basis for the comments that follow are presented according to the international financial reporting standards (IFRS), to the rules issued by the Brazilian Securities Exchange Commission (CVM), to the Novo Mercado listing rules and in Reais (R$). The follow analysis refer to the Consolidated results and the comparisons refer to the 1

st quarter of 2012 (1Q12), except where otherwise indicated.

B2W DIGITAL’s portfolio is composed by the brands Americanas.com, Submarino, Shoptime, B2W Viagens, Ingresso.com, Submarino

Finance, BLOCKBUSTER® Online and SouBarato, offering over 35 categories of products and services through the Internet, telesales,

catalogs, TV and kiosks.

FINANCIAL AND OPERATIONAL HIGHLIGHTS

Executive Summary 1Q13 – Comparison to 1Q12

Gross Revenues (R$ MM)

1,119

1,516

1Q12 1Q13

Gross Profit (R$ MM) and Gross Margin (%)

238

316

23.8%

24.4%

1Q12 1Q13

Adjusted EBITDA (R$ MM)

60

74

1Q12 1Q13

Net Working Capital (Days)

108

82

03/31/2012 03/31/2013

Financial Highlights (R$ million) 1Q13 1Q12 Var. (%)

Net Revenue 1,298.7 1,000.5 29.8%

Gross Profit 316.4 238.3 32.8%

Gross Margin (%NR) 24.4% 23.8% +0.6 p.p.

Adjusted EBITDA 74.2 60.0 23.7%

Adjusted EBITDA Margin (%NR) 5.7% 6.0% -0.3 p.p.

Net Result (61.1) (42.8) 42.8%

Net Margin (%NR) -4.7% -4.3% -0.4 p.p.

Consolidated

Gross Revenue In 1Q13, the consolidated gross revenue reached R$ 1,515.9 million, a growth of 35.4%;

Net Revenue In 1Q13, the consolidated net revenue reached R$ 1,298.7 million, a growth of 29.8%;

Gross Profit and Gross Margin

In 1Q13, the consolidated gross profit reached R$ 316.4 million, a growth of 32.8% and the consolidated gross margin reached 24.4%;

Adjusted EBITDA

In 1Q13, the consolidated Adjusted EBITDA was R$ 74.2 million, a growth of 23.7%;

Improvement of 26 days in Consolidated Net Working Capital The consolidated net working capital at March 31, 2013 was 82 days, representing an improvement of 26 days when compared to the 108 days presented at March 31, 2012;

B2W DIGITAL Announces the Acquisition of Uniconsult Sistemas e Serviços Ltda According to its strategy of being a reference in the technology and internet market, it is with great pleasure that B2W DIGITAL announces the acquisition of Uniconsult Sistemas e Serviços Ltda, renowned company in the development of systems and solutions for e-commerce;

B2W DIGITAL Announces the Acquisition of Click - Rodo Entregas Ltda Aiming to get closer to the customer and to offer the best delivery service, B2W DIGITAL signed a sales agreement with the transportation company Click – Rodo Entregas Ltda, transaction that is pending approval of CADE (Administrative Council of Economic Defense).

Adjusted EBITDA (Operational earnings before interest, taxes, depreciation and amortization and excluding other operational revenues/expenses and equity accounting).

.

53%

+33%

+35%

-26 days

+0.6 p.p.

+24%

Consolidated

Consolidated

Consolidated

Consolidated


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COMPANY STRUCTURE

B2W DIGITAL is the leader in e-commerce in Brazil. Resulting from the merger between Americanas.com and

Submarino in 2006, the Company operates through a digital platform, with business that present a huge synergy

and a unique business model multichannel, multibrand and multibusiness.

B2W DIGITAL has a portfolio with the brands Americanas.com, Submarino, Shoptime, B2W Viagens,

Ingresso.com, Submarino Finance, BLOCKBUSTER® Online and SouBarato, that offer more than 35 categories

of products and services through the internet, telesales, catalogs, TV and kiosks distribution channels.

The following chart presents an integrated vision of B2W:


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MESSAGE FROM THE MANAGEMENT

In the 1

st quarter of 2013, B2W - Companhia Digital posted gross revenues of R$ 1.5 billion, representing a

growth of 35% when compared to the same period of last year, combined with the gross margin rising by 0.6 percentage points (reaching 24.4% of net revenue) and an improvement of 26 days in net working capital. The growth in sales presented by B2W DIGITAL the improvements and changes implemented over the last few years to move closer to the customer and provide the best Internet purchase experience in Brazil and in Latin America. To meet the challenges and seize all the opportunities of the digital market in Latin America, B2W DIGITAL will continue investing heavily in logistics, technology and innovation. During 2013, 2014 and 2015, we plan to invest more than US$ 1 billion to get closer to our customers. In line with both our investment strategy and our goal to be a benchmark for technology and the Internet, B2W DIGITAL proudly announces the acquisition of Uniconsult Systems and Services, a renowned company in the e-commerce systems and supply chain solutions, our partner since the creation of Americanas.com in 1999. Also in line with its investment plan and aiming to get closer to its customers and provide the best delivery service, B2W DIGITAL signed a sales agreement with the transportation company Click Rodo Entregas Ltda (transaction currently pending approval by CADE), company that operates exclusive services for e-commerce and will make it possible for the Company to be closer to the customer and offer increasingly faster and effective services to all customers. We once again would like to thank the dedication of our associates that are part of the most successful digital team in Latin America. We also wish to express gratitude to our suppliers for their partnerships, to our shareholders for their trust and, especially, to our customers for their preference. THE MANAGEMENT


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OPERATIONAL PERFORMANCE COMMENTS

EVOLUTION OF CUSTOMER SERVICE RATINGS As a reward for the mobilization of the entire Company in the all out effort to deliver Latin America’s best digital experience, B2W DIGITAL’s service level indicators continued to progress, reflecting substantial improvements in operational and logistical processes that are the main pillars of a sustainable growth. Growth of sales is a direct consequence of the trust and preference of all customers who have bought at the Latin America’s most beloved brands: Americanas.com, Submarino, Shoptime and SouBarato.

Reflecting the improvements to its processes, we are highlighting the continuing evolution of service level indicators registered on the ―Reclame Aqui‖ website, which publishes reviews from customers about the level of satisfaction in their relationships with e-commerce companies. B2W DIGITAL brands have the best online retail evaluation, with Shoptime conquering the reputation seal ―GREAT‖ and Americanas.com and Submarino havig the classification ―GOOD‖. In the past 6 months, Americanas.com, Submarino and Shoptime continued posting strong growth and registered a rate of 100% of the complaints responded.

Americanas.com Submarino ShoptimeReputation Good Good Great

Evaluation 6.44 6.23 6.77

Answered 100% 100% 100%

Solution 87% 86% 90%

Business 65% 65% 66%

Response

Time*

13 hours 52 minutes

25 seconds

19 hours 52 minutes

15 seconds

13 hours 11 minutes

52 seconds

Reputation Good Good Good

Evaluation 6.17 5.91 6.43

Answered 100% 100% 100%

Solution 87% 85% 89%

Business 62% 62% 62%

Response

Time*

13 hours 52 minutes

25 seconds

19 hours 52 minutes

15 seconds

13 hours 11 minutes

52 seconds

6 months

x

12 months

12 Months

Reclame Aqui

6

Months

Evolution

*Base Date: 05/07/2013 - The response time refers to the last 3 months.


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NET REVENUE In 1Q13, the consolidated net revenue reached R$ 1,298.7 million compared to R$ 1,000.5 million in 1Q12, representing a growth of 29.8%.

1,001

1,299

1Q12 1Q13

GROSS PROFIT AND GROSS MARGIN In 1Q13, the consolidated gross profit reached R$ 316.4 million, a growth of 32.8% in relation to the R$ 238.3 million registered in 1Q12. In 1Q13, the consolidated gross margin was 24.4%, when calculated as a percentage of the net revenue, a growth of 0.6 percentage point in relation to the gross margin of 23.8% obtained in 1Q12.

238

316

23.8%

24.4%

1Q12 1Q13

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES In 1Q13, the consolidated selling, general and administrative expenses totaled R$ 242.2 million, representing 18.6% of net revenue.

17.8%18.6%

1Q12 1Q13

+30%

+0.8 p.p.

Consolidated

+33%

Consolidated

Consolidated

+0.6 p.p.


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ADJUSTED EBITDA In 1Q13, the consolidated Adjusted EBITDA reached R$ 74.2 million, a growth of 23.7% comparing to R$ 60.0 million registered in the same period of the preceding year.

60

74

1Q12 1Q13

Adjusted EBITDA (Earnings before interest, taxes, depreciation and amortization and excluding other operating revenues/expenses and equity accounting) is presented as additional information because we believe it represents an important indicator of our operating performance besides being useful for keeping the comparability with previous reported results.

EBITDA (CVM 527/12) On October 4th, 2012, Brazilian Securities Exchange Commission (CVM) enacted Instruction 527/12, which disposes about the voluntary disclosure of not of accounting information as EBITDA. The Instruction aims to standardize the disclosure, in order to improve the understanding of this information and making it comparable among the publicly listed companies. To keep the consistency and the comparability between previous periods, we present the reconciliation of EBITDA in the following table.

EBITDA Reconciliation - R$ MM 1Q13 1Q12 ∆ %

Gross Profit 316.4 238.3 32.8%

(+) Selling Expenses (225.4) (163.8) 37.6%

(+) General and Administrative Expenses (16.8) (14.5) 15.9%

(=) Adjusted EBITDA 74.2 60.0 23.7%

(+) Other Operating Income (Expenses)* (15.9) (8.2) 93.9%

(+) Equity Accounting - 0.1 -100.0%

(=) EBITDA (CVM 527/12) 58.3 51.9 12.3%

* In the old accounting rules, considered as "non operating income".

Consolidated

Adjusted EBITDA: Operational earnings before interest, taxes, depreciation and amortization and excluding other operational revenues/expenses and equity accounting.

EBITDA’s (CVM 527/12) calculation takes into account the net income of the period plus income taxes, net financial expenses of financial revenues and depreciation and amortization.

Consolidated

+24%


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NET FINANCIAL RESULT In 1Q13, the consolidated net financial expenses were R$ 126.4 million, a variation of 35.5% comparing to the consolidated net financial expense of R$ 93.3 million presented in 1Q12. The growth of 35.5% in the consolidated net financial expenses in 1Q13 is related to the increase of the financial discounts granted because of the mean of payment chosen. The increase of this line is in line with the market practices observed during the period.

Consolidated Net Financial Result - R$ Million 1Q13 1Q12 Δ%

Net Financial Result (126.4) (93.3) 35.5%

The Company continues to reaffirm its commitment to a conservative cash investment policy, manifested by the use of hedge instruments in foreign currencies, to offset eventual exchanges fluctuations, whether relative to financial liabilities or total cash position. These instruments offset the foreign exchange risk, transforming the cost of the debt to local currency and interest rates (as a percentage of CDI*). Similarly, it is worth mentioning that the Company’s cash is invested with Brazil’s largest financial institutions. *CDI - Certificado de Depósito Interbancário: average rate of borrowing in the interbank market.

NET RESULT In 1Q13, the consolidated net result was R$ -61.1 million, compared to the R$ -42.8 million obtained in the same period of the preceding year.

Reconciliation of the Consolidated Net Result - R$ Million 1Q13 1Q12 Δ%


(+) Depreciation / Amortization (25.0) (23.6) 5.9%

(+) Net Financial Result (126.4) (93.3) 35.5%

(+) Equity Accounting 0.0 0.1 -100.0%

(+) Other Operating Income (Expenses)* (15.9) (8.2) 93.9%

(+) Income Tax and Social Contribution 32.0 22.2 44.1%

(=) Net Result (61.1) (42.8) 42.8%

* In the old accounting rules, considered as "non operating income".



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INDEBTEDNESS

B2W uses its cash generation prioritizing investments that present better returns to shareholders. Thus, in the first quarter of 2013, the consolidated investments in plant, property and equipment and intangible (development of websites and systems) totaled R$ 124.8 million. B2W’s cash balance at 03/31/2013 amounted R$ 1,037.0 million, amount higher than the Company's sum of short-term debt and debentures, which totaled R$ 576.5 million. At 03/31/2013, the Company’s net debt was R$ 1,008.3 million, representing 2.9x times the accumulated Adjusted EBITDA in the last 12 months.

R$ million

Indebtedness 03/31/2012 12/31/2012

Short Term Debt 544.2 594.7

Short Term Debentures 32.3 22.4

Short Term Indebtedness 576.5 617.1

Long Term Debt 1,596.7 1,540.2

Long Term Debentures 603.8 601.5

Long Term Indebtedness 2,200.5 2,141.7

Total Debt (1) 2,777.0 2,758.8

Cash and Equivalents 1,037.0 1,370.2

731.6 747.6

Total Cash (2) 1,768.6 2,117.8

Net Cash (Debt) (2) - (1) (1,008.4) (641.0)

Net Cash (Debt) / Adjusted EBITDA LTM 2.9 1.9

Average Maturity of Debt (days) 834 848

Credit Card Accounts Receivables Net of Discounts

Consolidated


The accounts receivable is composed, mainly, by credit card receivables, net of the discounted value, which have immediate liquidity and can be considered as cash. The breakdown of B2W’s accounts receivable is demonstrated in the table below:

Accounts Receivable Conciliation 03/31/2012 12/31/2012

Gross Credit-Cards Receivable 1,853.9 1,835.5

Receivable Discounts (1,122.3) (1,087.9)

731.6 747.6

Present Value Adjustment (5.0) (6.8)

Allowance for Doubtful Accounts (42.0) (49.7)

Other Accounts Receivable 155.7 166.9

Net Accounts Receivable - Consolidated 840.3 858.0

Credit Card Accounts Receivables Net of Discounts

For calculation of the working capital purposes the consolidated gross credit cards receivables at 03/31/2013 and 03/31/2012 were R$ 1,364.9 million and R$ 1,463.2 million, respectively.


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Because of the adoption of the new CPCs/IFRS, in particular the CPC 38 and its corresponding IAS 39, the Company began to write off (derecognize) receivables from credit card administrators at the moment they are effectively discounted (as of the explanatory notes of the financial statements). However, to better demonstrate the volume of receivables discounted on the base-dates analyzed, in the table above the Company presents the accounts receivable adjusted by the discounts made until the base-dates under analysis. NO FOREIGN CURRENCY EXPOSURE At 03/31/2013, B2W DIGITAL’s balance sheet recorded foreign currency denominated debt. Such debt, however, is FULLY PROTECTED against any foreign exchange fluctuations through derivative operations (swap) that replace the foreign exchange risk for the variation in the basic Brazilian interest rate (CDI).

SALES BY MEANS OF PAYMENT

The evolution of the sales by means of payment can be seen in the following table:

Means of Payment 1Q13 1Q12 ∆%

Credit Card 63% 72% -9 p.p

Other Means of Payment 37% 28% +9 p.p

NET WORKING CAPITAL The consolidated net working capital at March 31, 2013 was 82 days, representing an improvement of 26 days when compared to the 108 days presented at March 31, 2012.

108

82

03/31/2012 03/31/2013

(Net Working Capital = Days of Inventory + Days of Accounts Receivable – Days of Suppliers)

B2W DIGITAL, confirming its commitment to maximize shareholder value, continues to manage working capital variables. Opportunities of improvement in internal processes and relationship with suppliers continue being implemented and we are certain that better levels can be achieved.

- 26 days


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INVESTMENT AND INNOVATION

We have adopted an investment plan which the main objective is to enable growth and improvements in the operations. In 1Q13, B2W DIGITAL invested a total of R$ 124.8 million, mainly concentrated on logistics, technology and innovation. Logistics B2W DIGITAL has been constantly investing to optimize its logistical systems and distribution chain. During the last months, new equipment was installed and a number of construction projects at the Company’s Distribution Centers were concluded, expanding the level of automation and thereby reducing the time needed to deliver merchandise and also reducing human error. Likewise, systems were installed to better satisfy new tax and legal requirements. According to the investment plan and with the goal of get closer to the customer and offer the best delivery service, B2W DIGITAL signed a sales agreement with the transportation company Click – Rodo Entregas Ltda (transaction pending approval of CADE), company that has an operation of exclusive services for e-commerce and will allow the Company to offer a service increasingly fast and effective to all customers. Another important investment front has been the development of a new customer service system, which is used in the Distribution Center for localization and dispatch of orders processed and it will allow B2W to operate more efficiently and assertively. Aiming to get closer to its customers and to offer the best delivery service, during the month of October, B2W DIGITAL opened 4 new Distribution Centers, located in the states of SP, RJ, MG and PE. The new distribution centers will guarantee speedier delivery of products purchased from the Company's websites and better client service. In addition, the Company established strategic alliances with the leading transporters of the country, ensuring the joint commitment to offer the best level of service to the customers. Technology According to the investment plan and to the strategy of being a reference in technology and internet market, it is with great pleasure that B2W DIGITAL announces the acquisition of Uniconsult Sistemas e Serviços Ltda, a renowned company in the development of systems and solutions for e-commerce that is Company’s partner since the creation of Americanas.com in 1999. One of the goals of the technology investments is the creation of a robust infrastructure by optimizing back office systems, sales layers and accessory systems. This way, the Company is able to benefit from productivity gains and to prepare itself for supporting the future growth of its operations. It’s worth mentioning other important gains, such as the increase of the browsing speed of the Internet sites, the greater agility in commercial actions and the notable advances in management information systems. The investments in technological platforms of the operational and logistics, television, customer service and telephone sales areas seek to improve the quality and efficiency of Company’s operations, with the goal of giving the client an even better purchasing experience. During last year, were implemented more than 80 projects involving from improvements in the structure of the technological platform to new features. Following our strategy of offering the best purchase experience, B2W DIGITAL continue investing in technology and innovation to make the whole purchase process quicker and easier.


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Among the projects launched in the first quarter of 2013 we highlight: Launch of the Americanas.com product recommendation tool. This tool allows clients to receive product recommendations based on their site navigation and purchase history, increasing assertiveness and customizing the site for them. Furthermore, Americanas.com also can make recommendations based on the concept of "who bought this/also bought that" and "you searched for /but may also like"; Launch of the Americanas.com questions and answers system. Americanas.com created a new channel to help customers to solve their questions about site navigation, purchases, deliveries and after-sales services. The new system answers frequently asked questions from customers, focusing on their difficulties and designed to offer a better experience in all stages of the purchase process;

Improved product evaluation tool on the sites. Now B2W DIGITAL’s sites are equipped with a product evaluation tool for clients that appears in the product windows and in the search results, to better assist customers in their purchasing decisions, offering greater trust and satisfaction.


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OPERATIONAL HIGHLIGHTS

B2W DIGITAL, always seeking to strengthen its multibusiness, multichannel and multibrand strategy, continues investing in a digital platform with business that presents huge sinergy. The Company has a portfolio with the most known and beloved brands in the internet. Americanas.com

The largest Store. The lowest prices. Operating for the past 13 years in e-commerce, Americanas.com is Brazil’s largest and most complete Internet store. The brand offers more than 500,000 items distributed in 32 categories — such as computers, home appliances, electronics, cellphones, furniture, domestic utensils, toys, books and much more. Besides the online channel, the marketing operation is also conducted through telephone sales and more than 700 kiosks located inside Lojas Americanas stores. In 2012, the brand launched a ―Jet Delivery‖ service for more than 10,000 items for same-day-purchase delivery to clients in the city of São Paulo. In 2012, the brand was six-time champion in the Datafolha Institute’s Top of Mind Award in the e-commerce category, and elected the preferred brand of residents of Rio de Janeiro in the Purchase Site category, according to the ―O Globo‖ newspaper. Submarino

The products that you like and the best Internet service. Operating in the sector for 13 years, Submarino – a pioneering online store and the benchmark for technology and innovation – offers more than 30 product categories through its sales channels: Internet, telephone sales and catalogs, with a strong emphasis on the sale of books, CDs, DVDs, electronics, computers, telephone products, games and online services. Moreover, Submarino has been consolidating itself through other services, such as Submarino Viagens travel site, Submarino on Demand (sale of streaming digital films), B2B (business-to-business) services and the Submarino card, that offers exclusive advantages on the Submarino, Submarino Viagens and Ingresso.com websites. Designed to serve consumers in an easier, faster and fully encompassing manner, Submarino has developed cell phone apps for models such as iPhone, Nokia and Android, with the following features: search by QRCode, search by barcode, native (faster) browsing, product promotions on the home page and 1-Click purchasing. Submarino sponsors a number of events, and is present at national and international activities such as Campus Party Brasil, the São Paulo Book Biennial and Rock in Rio. Shoptime

Exclusive products and live demonstration. Shoptime is Brazil’s first home shopping (television sales) and operates through internet, telesales and catalogues. The TV channel reaches more than 28 million Brazilian households, of which more than 12 million with pay-TV subscriptions (Sky 19 and Net 31 channels) and more than 16 million connected to satellite television (Vertical 5B), with interactive transmission including more than 11 hours of live programming 7 days a week. Since 1995, the television channel broadcasts 24 hours a day, ensuring speed and improved interaction for clients’ shopping experiences. The catalogue is distributed five times a year throughout Brazil with a printing run of 400,000 copies each. Shoptime currently offers 23 product categories. Shoptime’s assortment focus is on articles marketed under the Shoptime brand, with an emphasis on portable appliances (Fun Kitchen), bed, bath & dining (Casa & Conforto), housewares (La Cuisine) and sports & leisure products (Life Zone). The computer and technology department also plays an important role in the brand’s product mix. Furthermore, Shoptime operates a travel agency through Shoptime Viagens.


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B2W Viagens B2W Viagens operates through Americanas Viagens, Submarino Viagens, Shoptime Viagens and Submarino Viajes brands, and offers tour packages, plane tickets, online hotel reservations, cruises, travel insurance, car rentals and tourist attractions packages in Brazil and abroad. The Company markets its services through the Internet, telephone sales and television, and has been working to expand product assortment aiming to aggregate the largest and best travel content in Latin America. B2W Viagens’ objective is to build a platform that allows each brand’s clients to quickly and easily plan and purchase their travel packages, so that the Company pursues a leadership position in Latin America’s online travel market on account of the Company’s innovation, excellent customer service, outstanding content and competitive prices. During this year, B2W Viagens reached 1 million fans in Facebook. In 2011, B2W Viagens began its international expansion with the official launching of the travel operation in Argentina through the brand Submarino Viajes. Ingresso.com Ingresso.com provides technology and services of online purchase of tickets online for movies, theater productions, concerts, soccer games and cultural events. With more than 4 million registered clients, Ingresso.com is the biggest online ticket seller in Brazil. The Company also allows clients to make seat assignments online, which enables the client to comfortably choose his or her preferred movie or theater seat. In addition, the Company has invested heavily in commercialization of tickets for concerts. Ingresso.com is the operator ticket sales for Rock in Rio 2013 and has the exclusivity of the sales of the tickets for Paul McCartney’s show in Brazil. Another area in which Ingresso.com operates involves marketing its ticketing software in Brazil. The Company is currently responsible for computerizing various movie theaters, theaters, sports stadiums and concert venues. Furthermore, Ingresso.com is present in Latin America and currently operates in Mexico, Argentina and Chile through movie ticket sales in a partnership with Cinemark. This initiative allows B2W to explore and study new markets with low entry costs. Submarino Finance Submarino Finance offers the Submarino Mastercard Card, which makes a number of special advantages available on Submarino website like installment payments in up to 15 times without interest charges, exclusive discounts, differentiated credit limit and the Léguas Program, which permits accumulation of rewards so that one can exchange for products on Submarino. For B2W, the Submarino Card represents an opportunity to leverage sales, especially high-cost items, to reduce the costs associated with credit-card administrative fees, to promote client’s loyalty and to improve business revenue resulting from consumer financing. During the quarter, we have reached the target of more than 800 thousand cards and participation of 35% of the sales on the Submarino website. BLOCKBUSTER® Online B2W acquired the right to use the BLOCKBUSTER® trademark online in Brazil and started offering in 2008 online DVD and Blu-ray Disk rentals. BLOCKBUSTER® Online is a rental store that allows clients online to choose the movies they want to watch, to create their wish list, and to receive and return movie rentals from the comfort of their homes. It offers monthly plans that allow clients to always have movies at home without worrying about return dates and late-return fines. BLOCKBUSTER® Online currently includes the largest online selection of movies in Brazil, with more than 20,000 titles, and it provides services to the states of São Paulo, Rio de Janeiro, Minas Gerais, Paraná, Santa Catarina and Rio Grande do Sul. It also has the largest Blu-ray Discs collection available for rent in Latin America, with about 2,000 titles. Lastly, it also offers the service of rental of videogame games, being the unique online rental store offering DVD, Blu-ray and games in Brazil.


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SouBarato At the end of 2011, it was launched the SouBarato website, aimed at factory outlet inventory selling. Since then, the site has been performing excellently, becoming a great way to reach a distinctive audience, thereby contributing to the Company's growth. SouBarato website is an e-commerce store whose great competitive advantage consists of lower-than-market average price promotions offered to customers. The products sold are all new and repackaged, passing strict quality testing and are in flawless condition to be sold.


15

CORPORATE GOVERNANCE AND CAPITAL MARKETS

B2W DIGITAL is subject to the BM&FBOVESPA’s Novo Mercado, the highest Corporate Governance level in Brazil, listing rules. These include an ownership structure exclusively comprised of common shares and the election of independent members to the Board of Directors. B2W DIGITAL’s Board of Directors is comprised of seven members, four of whom are appointed by the controlling shareholders and another three independent members.

The requests to be registered as a publicly-traded Company and the listing of its shares under the Novo Mercado were approved by the Brazilian Securities Exchange Commission (CVM) and the BM&FBOVESPA on July, 25 and 26, 2007, respectively.

B2W’s common shares are listed on the BM&FBOVESPA and have been traded under the ticker symbol BTOW3 (common) since August 8, 2007. Below is a short description of the main events occurred during the year: On January 2, 2013 through a Material Fact, the Company reported it had been informed, through its controller’s management Lojas Americanas S.A., that Brazilian Central Bank had approved the acquisition of the total shares owned by LASA in FAI - Financeira Americanas Itaú S.A. Crédito, Financiamento e Investimento by Itaú Unibanco Holding S.A.. On January 10, 2013, through the Consolidated Form for Trading between Administrators and Connected Persons (Art. 11 of CVM Instruction 358/02), it was communicated that the controller, Lojas Americanas, had acquired 1,426,300 of the Company's common shares. With this acquisition, the participation of the controller in the Company reached 98,185,206 shares, corresponding to 62.72% of the Social Capital. On January 11, 2013 through a Material Fact, the Company reported it had been offered, through its controller, LASA, the exclusive right to offer, distribute and market financial services, securities and pension products through its distribution channels, as part of the process ending its partnership with Itaú Unibanco Holding S.A. in FAI, and that B2W had paid LASA the amount of R$ 16,500,000.00 as agreed on January 11, 2013. On April 30, 2013 the Company’s General and Extraordinary Shareholders Meetings were held, at which the following resolutions were approved: 1- To take recognizance of the accounts prepared by the managers and related financial statements for the fiscal

year ended December 31, 2012. 2- Reelection unanimously as efective Board Members of the Company’s Board of Directors for mandate that will

be ended at the General Shareholders Meeting of 2015 Messrs. Celso Alves Ferreira Louro, Jorge Felipe Lemann, Miguel Gomes Pereira Sarmiento Gutierrez, Osmair Antônio Luminatti, Luiz Carlos Di Sessa Filippetti, Mauro Muratório Not and Paulo Antunes Veras.

3- Setting the global compensation to be paid to officers; 4- Fiscal Council Installation and election of Messrs. Carlos Alberto de Souza, Pedro Carvalho de Mello and

Peter Edward Cortes Marsden Wilson to the positions of full members and Messrs. Ricardo Scalzo, Luciano Mancini and André Pines to the positions of alternate members.

5- Approval unanimously the change of the Company’s corporate name to B2W – Companhia Digital. Minutes of the last meetings and other financial or corporate information about B2W are available on our website (www.b2winc.com).

http://www.b2winc.com/


16

EXHIBIT I – INCOME STATEMENT

B2W - Companhia Digital

Income Statements

(in million of Brazilian reais, except result per share) 1T13 1T12 Variation

Gross Sales and Services Revenue 1,515.9 1,119.2 35.4%

Taxes on sales and services (217.2) (118.7) 83.0%

Net Sales and Services Revenue 1,298.7 1,000.5 29.8%

Cost of goods and services sold (982.3) (762.2) 28.9%

Gross Profit 316.4 238.3 32.8%

Gross Margin (% NR) 24.4% 23.8% 0.6 p.p.

Operating Revenue (Expenses) (267.2) (201.9) 32.3%

Selling expenses (225.4) (163.8) 37.6%

General and administrative expenses (16.8) (14.5) 15.9%

Depreciation and amortization (25.0) (23.6) 5.9%

49.2 36.4 35.2%

Net Financial Result (126.4) (93.3) 35.5%

Financial Revenues 43.3 58.7 -26.2%

Financial Expenses (169.7) (152.0) 11.6%

Equity accounting 0.0 0.1 -100.0%

Other operating income (expenses)* (15.9) (8.2) 93.9%

Income tax and social contribution 32.0 22.2 44.1%

Net Result (61.1) (42.8) 42.8%

Net Margin (% NR) -4.7% -4.3% -0.4 p.p.


Adjusted EBITDA Margin (% NR) 5.7% 6.0% -0.3 p.p.

Weighted average of outstanding shares (thousand) 156,536 156,536

(0.3905) (0.2736) 42.7%

* In the the former accounting rules, considered as "non-operating income".

Consolidated

Period ended on March 31

Operating Result before Net Financial Result and

Equity Accounting

Net Result per Outstanding Share (R$)



17

EXHIBIT II – BALANCE SHEET


Balance Sheet

(in million of Brazilian reais)

ASSETS

CURRENT ASSETS

Cash and banks 33.6 36.3

Marketable securities 1,003.4 1,333.9

Accounts receivable 840.3 858.0

Inventories 806.1 726.2

Recoverable taxes 148.2 127.5

Prepaid expenses and other accounts 55.8 54.9

Total Current Assets 2,887.4 3,136.8

NON CURRENT ASSETS

Marketable securities - -

Deferred income tax and social contribution 290.4 256.9

Recoverable taxes 91.3 85.1

Escrow deposits and other receivables 27.8 57.1

Investments - -

Plant, property and equipment 262.9 262.0

Intangible assets 1,087.8 988.8

Deferred assets - -

Total Non-Current Assets 1,760.2 1,649.9

TOTAL ASSETS 4,647.6 4,786.7

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Suppliers 834.7 960.2

Loans and financing 544.2 594.7

Debentures 32.3 22.4

Salaries and social contribution 30.7 28.4

Taxes payable 10.0 13.1

Other accounts payable 48.0 28.6

Total Current Liabilities 1,499.9 1,647.4

NON-CURRENT LIABILITIES

Long-term liabilities:

Loans and financing 1,596.7 1,540.2

Debentures 603.8 601.5

Provision for contingencies and other accounts payable 39.0 28.6

Total Non-Current Liabilities 2,239.5 2,170.3

SHAREHOLDERS' EQUITY

Capital 1,182.5 1,182.5

Capital reserves 2.2 1.7

Equity valuation adjustments (0.1) -

Income reserves and others (276.4) (215.2)

Total Shareholders' Equity 908.2 969.0

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 4,647.6 4,786.7

03/31/2013

Consolidated

12/31/2012


18

EXHIBIT III – CASH FLOW STATEMENT


Cash Flow Statement

(in million of reais)

Operating Activities 03/31/2013 03/31/2012 Variation

Net Result for the Period (61.1) (42.8) (18.3)

Adjustment to the Net Result:

Depreciation and amortization 25.0 23.6 1.4

Deferred income tax and social contribution (33.5) (23.1) (10.4)

Interest, monetary and currency changes 57.6 46.5 11.1

Equity accounting - (0.1) 0.1

Others (7.7) (4.7) (3.0)

Adjusted Net Result (19.7) (0.6) (19.1)

Change in Working Capital:

Accounts receivable 109.3 48.1 61.2

Inventories (89.9) 30.7 (120.6)

Suppliers (127.3) (191.0) 63.7

Change in Working Capital: (107.9) (112.2) 4.3

Change in Assets:

Prepaid expenses - (4.0) 4.0

Escrow deposits (1.3) (8.4) 7.1

Recoverable taxes (20.7) (5.9) (14.8)

Other accounts receivable (current and non-current) 23.7 (1.8) 25.5

Change in Assets: 1.7 (20.1) 21.8

Change in Liabilities:

Salaries and social charges security 2.3 1.9 0.4

Recoverable taxes (current and non-current) 13.8 (0.5) 14.3

Other liabilities (current and non-current) 23.3 2.2 21.1

Change in Liabilities: 39.4 3.6 35.8

Cash Flow from Operating Activities (86.5) (129.3) 42.8

Investing Activities

Marketable securities 330.5 231.4 99.1

Investment in subsidiaries - 0.1 (0.1)

Purchases of property, plant and equipment assets (7.6) (14.9) 7.3

Intangible assets (117.2) (57.7) (59.5)

Cash Flow from Investing Activities 205.7 158.9 46.8

Financing Activities

Additions 14.6 94.3 (79.7)

Payments (54.1) (85.1) 31.0

Discount of receivables (82.3) (24.8) (57.5)

Cash Flow from Financing Activities (121.8) (15.6) (106.2)

Change in cash balance (2.7) 13.9 (16.6)

Beginning Cash Balance 36.3 15.3

Ending Cash Balance 33.6 29.2

Consolidated


19

INFORMATION ABOUT THE WEBCAST AND THE CONFERENCE CALL

Conference calls with simultaneous translation into English, followed by a bilingual Q&A session will be held as follows:

Adjusted EBITDA (Earnings before interest, taxes, depreciation and amortization and excluding other operating revenues/expenses and equity accounting) is presented as additional information because we believe it represents an important indicator of our operating performance and in order to maintain comparability with the results previously reported. On October 4th, 2012, Brazilian Securities Exchange Commission (CVM) enacted Instruction 527/12, which disposes about the voluntary disclosure of not of accounting information as EBITDA. The Instruction aims to standardize the disclosure, in order to improve the understanding of this information and making it comparable among the publicly listed companies. EBITDA’s (CVM 527/12) calculation takes into account the net income of the period plus income taxes, net financial expenses of financial revenues and depreciation and amortization. We make forward-looking statements that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of our management, and on information currently available to us. Forward-looking statements include statements regarding our intent, belief or current expectations or that of our directors or executive officers. Forward-looking statements also include information concerning our possible or assumed future results of operations, as well as statements preceded by, followed by, or that include the words ''believes,'' ''may,'' ''will,'' ''continues,'' ''expects,'' ''anticipates,'' ''intends,'' ''plans,'' ''estimates'' or similar expressions. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions because they relate to future events and therefore depend on circumstances that may or may not occur. Our future results and shareholder values may differ materially from those expressed in or suggested by these forward-looking statements. Many of the factors that will determine these results and values are beyond B2W ability to control or predict. BLOCKBUSTER®: BLOCKBUSTER® trademarks are owned by Blockbuster Inc, and B2W – Companhia Global do Varejo has the sublicense to use these trademarks in the activities of video rental on internet.

earnings release 1q13 - b2w...earnings release 1q13 5 net revenue in 1q13, the consolidated net...

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