17
1 1 EARNINGS RELEASE 2Q14 AND 1H14 B2W DIGITAL ANNOUNCES CONSOLIDATED GROSS REVENUE OF R$ 1,890.6 MILLION AND A SALES GROWTH OF 38.0% IN 2Q14 Rio de Janeiro, August 13 th , 2014 B2W Companhia Digital (BOVESPA: BTOW3), the leading e-commerce company in Latin America, announces today its results for the 2 nd quarter of 2014 (2Q14) and 1 st half of 2014 (1H14). 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$). The following analysis refer to the consolidated results and the comparisons refer to the 2 nd quarter of 2013 (2Q13) and to the 1 st half of 2013 (1H13), except where otherwise indicated. FINANCIAL AND OPERATIONAL HIGHLIGHTS Executive Summary 2Q14 and 1H14 Comparison to 2Q13 and 1H13 Gross Revenue (R$ MM) Gross Profit (R$ MM) / Gross Margin (%NR) Adj EBITDA (R$MM)/ Adj EBITDA Mg (%NR) Net Working Capital (Days) On August 13, 2014, the B2W DIGITAL’s Board of Directors approved the capital increase of R$ 2.4 billion On this date, in a Board of Director meeting was approved the Company’s capital increase in the amount of R$ 2.38 billion, since, within the subscription period of the preemptive rights and subsequent apportionments, were subscribed 100% of the new shares. On July 8, 2014, CADE approved Direct’s acquisition The acquisition of Direct aims to raise the Company's level of logistics services and is aligned with its strategic plan to be closer to the customer, providing the best shopping experience on the Brazilian Internet. B2W DIGITAL announces the launch of the Marketplace on Americanas.com The largest and most complete store on the Brazilian Internet has just launched Americanas.com Marketplace, a business model designed to offer to the customer an even greater and more complete product assortment. B2W DIGITAL is the e-commerce player with the largest growth of sales in Latin America B2W Digital was ranked by Internet Retailer, a specialized e-commerce annual directory, as the company with the largest growth in sales in Latin America in dollars terms in 2013, as well as being for the second consecutive year Latin America's largest e-commerce operation. B2W DIGITAL was elected the Electronic Commerce Company of 2014 B2W DIGITAL was elected the Electronic Commerce Company of the year in "The Most Important Retail Companies" award, the main recognition of retail management excellence in Brazil. B2W DIGITAL was the winner in two categories in the “Excellence in Quality Award B2C E-commerce” from e-Bit Americanas.com won in the category ―Most Beloved Diamond Store‖ and the Submarino was the winner in the category ―Best Diamond Store‖. Adjusted EBITDA (Operational earnings before interest, taxes, depreciation and amortization and excluding other operational revenues/expenses and equity accounting). 1,370 1,891 2Q13 2Q14 317 413 26.2% 25.1% 2Q13 2Q14 87 116 7.2% 7.0% 2Q13 2Q14 75 37 06/30/2013 06/30/2014 2Q14 2Q13 Var. (%) Financial Highlights (R$ million) 1H14 1H13 Var. (%) 1,648.8 1,210.5 36.2% Net Revenue 3,378.7 2,509.2 34.7% 413.4 317.0 30.4% Gross Profit 832.1 633.4 31.4% 25.1% 26.2% -1.1 p.p. Gross Margin (%NR) 24.6% 25.2% -0.6 p.p. 116.1 87.4 32.8% Adjusted EBITDA 225.3 161.6 39.4% 7.0% 7.2% -0.2 p.p. Adjusted EBITDA Margin (%NR) 6.7% 6.4% +0.3 p.p. (64.6) (49.3) 31.0% Net Result (122.2) (110.5) 10.6% -3.9% -4.1% +0.2 p.p. Net Margin (%NR) -3.6% -4.4% +0.8 p.p. Consolidated +38% Consolidated Consolidated Consolidated Consolidated +33%

EARNINGS RELEASE 2Q14 AND 1H14 · results and the comparisons refer to the 2nd stquarter of 2013 (2Q13) and to the 1 half of 2013 (1H13), except where otherwise indicated. Consolidated

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Page 1: EARNINGS RELEASE 2Q14 AND 1H14 · results and the comparisons refer to the 2nd stquarter of 2013 (2Q13) and to the 1 half of 2013 (1H13), except where otherwise indicated. Consolidated

1 1

EARNINGS RELEASE 2Q14 AND 1H14

B2W DIGITAL ANNOUNCES CONSOLIDATED GROSS REVENUE OF R$ 1,890.6 MILLION AND A SALES GROWTH OF 38.0% IN 2Q14

Rio de Janeiro, August 13th

, 2014 – B2W – Companhia Digital (BOVESPA: BTOW3), the leading e-commerce company in Latin America, announces today its results for the 2

nd quarter of 2014 (2Q14) and 1

st half of 2014 (1H14). 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 following analysis refer to the consolidated results and the comparisons refer to the 2

nd quarter of 2013 (2Q13) and to the 1

st half of 2013 (1H13), except where otherwise indicated.

FINANCIAL AND OPERATIONAL HIGHLIGHTS

Executive Summary 2Q14 and 1H14 – Comparison to 2Q13 and 1H13

Gross Revenue (R$ MM)

Gross Profit (R$ MM) / Gross Margin (%NR)

Adj EBITDA (R$MM)/ Adj EBITDA Mg (%NR)

Net Working Capital (Days)

On August 13, 2014, the B2W DIGITAL’s Board of Directors approved the capital increase of R$ 2.4 billion On this date, in a Board of Director meeting was approved the Company’s capital increase in the amount of R$ 2.38 billion, since, within the subscription period of the preemptive rights and subsequent apportionments, were subscribed 100% of the new shares.

On July 8, 2014, CADE approved Direct’s acquisition The acquisition of Direct aims to raise the Company's level of logistics services and is aligned with its strategic plan to be closer to the customer, providing the best shopping experience on the Brazilian Internet.

B2W DIGITAL announces the launch of the Marketplace on

Americanas.com The largest and most complete store on the Brazilian Internet has just launched Americanas.com Marketplace, a business model designed to offer to the customer an even greater and more complete product assortment.

B2W DIGITAL is the e-commerce player with the largest growth of sales in Latin America B2W Digital was ranked by Internet Retailer, a specialized e-commerce annual directory, as the company with the largest growth in sales in Latin America in dollars terms in 2013, as well as being — for the second consecutive year — Latin America's largest e-commerce operation.

B2W DIGITAL was elected the Electronic Commerce Company of 2014 B2W DIGITAL was elected the Electronic Commerce Company of the year in "The Most Important Retail Companies" award, the main recognition of retail management excellence in Brazil.

B2W DIGITAL was the winner in two categories in the “Excellence in

Quality Award – B2C E-commerce” from e-Bit Americanas.com won in the category ―Most Beloved Diamond Store‖ and the Submarino was the winner in the category ―Best Diamond Store‖.

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

1,370

1,891

2Q13 2Q14

317

413

26.2%

25.1%

2Q13 2Q14

87

116

7.2% 7.0%

2Q13 2Q14

75

37

06/30/2013 06/30/2014

2Q14 2Q13 Var. (%) Financial Highlights (R$ million) 1H14 1H13 Var. (%)

1,648.8 1,210.5 36.2% Net Revenue 3,378.7 2,509.2 34.7%

413.4 317.0 30.4% Gross Profit 832.1 633.4 31.4%

25.1% 26.2% -1.1 p.p. Gross Margin (%NR) 24.6% 25.2% -0.6 p.p.

116.1 87.4 32.8% Adjusted EBITDA 225.3 161.6 39.4%

7.0% 7.2% -0.2 p.p. Adjusted EBITDA Margin (%NR) 6.7% 6.4% +0.3 p.p.

(64.6) (49.3) 31.0% Net Result (122.2) (110.5) 10.6%

-3.9% -4.1% +0.2 p.p. Net Margin (%NR) -3.6% -4.4% +0.8 p.p.

Consolidated

+38%

Consolidated

Consolidated

Consolidated

Consolidated

+33%

Page 2: EARNINGS RELEASE 2Q14 AND 1H14 · results and the comparisons refer to the 2nd stquarter of 2013 (2Q13) and to the 1 half of 2013 (1H13), except where otherwise indicated. Consolidated

2 2

COMPANY STRUCTURE

B2W DIGITAL is the leading e-commerce company in Latin America. The Company operates through a digital

platform, with businesses that present a strong synergy and a unique model, multichannel, multibrand and

multibusiness.

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

Ingresso.com, Submarino Finance and SouBarato, that offer more than 38 categories of products and services

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

The following chart presents an integrated vision of B2W:

Page 3: EARNINGS RELEASE 2Q14 AND 1H14 · results and the comparisons refer to the 2nd stquarter of 2013 (2Q13) and to the 1 half of 2013 (1H13), except where otherwise indicated. Consolidated

3 3

MESSAGE FROM THE MANAGEMENT

In the second quarter of 2014, B2W - Companhia Digital reported 38% sales growth, posting gross revenues of R$ 1.891 billion. With the results achieved in this quarter, the Company recorded growth at levels above the market for the eighth consecutive quarter, with significant market share gains in the period. On June 14, 2014 B2W announced the acquisition of Direct, the largest and best e-commerce logistics operator in Brazil, specialized in deliveries of small items (packets). The Administrative Council for Economic Defense (CADE) approved the acquisition on July 8, 2014. In 2013, the Company had already acquired Click – Rodo, a logistics operator that is also specialized in deliveries for e-commerce, focusing on large items (big packages). With these two acquisitions, B2W has boosted its level of logistics services, now counting with the Brazilian Internet's two major last-mile carriers. Another important initiative was the launch in June 2014 of the Marketplace operation on Americanas.com, the Brazilian Internet's largest and most complete store. The initiative integrates offerings from different stores, expanding the site's product assortment and enabling the acquisition of multiple products through a single transaction. Now, B2W's customers can enjoy the benefits of the Marketplace on both Submarino and Americanas.com. On August 13, 2014, the B2W DIGITAL’s Board of Directors approved the Company's capital increase in the amount of R$ 2.38 billion, since, within the subscription period of the preemptive rights and subsequent apportionments, were subscribed 100% of the new shares. The capital increase aims to improve B2W's capital structure and enable the Company to continue to invest in the pillars of its business, accelerating its growth and consolidating its leadership position in the market. As a result of the mobilization of the entire company to deliver the best shopping experience, B2W Digital was ranked by Internet Retailer, a specialized e-commerce annual directory, as the company with the largest growth in sales in US dollars in Latin America in 2013, as well as, for the second consecutive year, the largest e-commerce operation in Latin America. Another important achievements were: the election of the Company as the electronic commerce company of the year 2014 in "The Most Important Retail Companies" award, the main recognition of retail management excellence in Brazil; and the victory of B2W DIGITAL in two categories the ―Excellence in Quality Award – B2C e-commerce‖ from e-Bit. Americanas.com won in the category ―Most Beloved Diamond Store‖ and Submarino was the winner in the category ―Best Diamond Store‖. So we would like to express our gratitude for the dedication of all our associates, who again made the difference, and are part of the best and most successful digital team in Latin America. We also would like to thank our suppliers for their partnering, our shareholders for their confidence and, especially, to our customers for their preference. THE MANAGEMENT

Page 4: EARNINGS RELEASE 2Q14 AND 1H14 · results and the comparisons refer to the 2nd stquarter of 2013 (2Q13) and to the 1 half of 2013 (1H13), except where otherwise indicated. Consolidated

4 4

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 continue to progress, reflecting the extensive improvements in its operations and logistical processes that are the main pillars of a sustainable growth.

Sales growth is a direct consequence of the trust and preference of all customers who have bought from the Latin America’s most beloved brands: Americanas.com, Submarino, Shoptime and SouBarato. Reflecting the improvements in the processes, we highlight the continuous evolution of service level indicators registered on the ―Reclame Aqui‖ website, which publishes reviews from customers about their level of satisfaction with the Companies. Another great conquest was the ―RA 1000‖ seal earned also by SouBarato. Now, the four main B2W’s brands (Americanas.com, Submarino, Shoptime and SouBarato) possess the "RA 1000" seal, that was created aiming to reward companies that have excellent levels of customer service.

* Base Date: 07/31/2014 - The response time corresponds to the last 3 months.

NET REVENUE

In 2Q14, the consolidated net revenue reached R$ 1,648.8 million, compared to R$ 1,210.5 million in 2Q13, representing a growth of 36.2%. In 1H14, the consolidated net revenue reached R$ 3,378.7 million, compared to R$ 2,509.2 million in 1H13, representing a growth of 34.7%.

Americanas.com Submarino Shoptime ShoptimeReputation RA 1000 RA 1000 RA 1000 RA 1000

Evaluation 7.4 7.4 7.6 7.4

Answered 96% 98% 98% 95%

Solution 93% 92% 95% 90%

Business 80% 80% 79% 77%

Response

Time*3 days 3 days 15 hours 2 days 21 hours 2 days 10 hours

Reclame Aqui

12 Months

2,509

3,379

1H13 1H14

1,211

1,649

2Q13 2Q14

Page 5: EARNINGS RELEASE 2Q14 AND 1H14 · results and the comparisons refer to the 2nd stquarter of 2013 (2Q13) and to the 1 half of 2013 (1H13), except where otherwise indicated. Consolidated

5 5

GROSS PROFIT AND GROSS MARGIN In 2Q14, the consolidated gross profit reached R$ 413.4 million, a growth of 30.4% in relation to the R$ 317.0 million registered in 2Q13. In 1H14, the consolidated gross profit reached R$ 832.1 million, a growth of 31.4% in relation to the R$ 633.4 million registered in 1H13. In 2Q14, the consolidated gross margin was 25.1%, when calculated as a percentage of the net revenue. In 1H14, the consolidated gross margin was 24.6%, when calculated as a percentage of the net revenue.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES In 2Q14, the consolidated selling, general and administrative expenses totaled R$ 297.3 million, representing 18.0% of net revenue, an evolution of 1.0 p.p. compared to 2Q13. In 1H14, the consolidated selling, general and administrative expenses totaled R$ 606.8 million, representing 18.0% of net revenue, an evolution of 0.8 p.p. compared to 1H13.

ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN In 2Q14, the consolidated adjusted EBITDA reached R$ 116.1 million, a growth of 32.8% comparing to R$ 87.4 million in 2Q13. In 1H14, the consolidated adjusted EBITDA reached R$ 225.3 million, a growth of 39.4 % comparing to R$ 161.6 million in 1H13. In 2Q14, the consolidated adjusted EBITDA margin was 7.0%, when calculated as a percentage of the net revenue.

633

832

25.2%

24.6%

1H13 1H14

317

413

26.2%

25.1%

2Q13 2Q14

19.0%

18.0%

2Q13 2Q14

18.8%

18.0%

1H13 1H14

-1.0 p.p.

-0.8 p.p.

Page 6: EARNINGS RELEASE 2Q14 AND 1H14 · results and the comparisons refer to the 2nd stquarter of 2013 (2Q13) and to the 1 half of 2013 (1H13), except where otherwise indicated. Consolidated

6 6

In 1H14, the consolidated adjusted EBITDA margin was 6.7%, when calculated as a percentage of the net revenue.

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.

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.

NET FINANCIAL RESULT In 2Q14, the consolidated net financial expenses were R$ 170.6 million, a variation of 48.0% compared to the consolidated net financial expense of R$ 115.3 million presented in 2Q13. In 1H14, the consolidated net financial expenses were R$ 336.5 million, a variation of 39.2% compared to the consolidated net financial expense of R$ 241.7 million presented in 1H13.

162

225

6.4% 6.7%

1H13 1H14

87116

7.2% 7.0%

2Q13 2Q14

Consolidated EBITDA Reconciliation - R$ MM 2Q14 2Q13 ∆ % 1H14 1H13 ∆ %

Net Result (64.6) (49.3) 31.0% (122.2) (110.5) 10.6%

(+) Income tax and social contribution 36.0 25.2 42.9% 68.3 57.1 19.6%

(+) Net Financial Result (170.6) (115.3) 48.0% (336.5) (241.7) 39.2%

(+) Depreciation / Amortization (34.9) (25.2) 38.5% (61.8) (50.1) 23.4%

(=) EBITDA (CVM 527/12) 104.9 66.0 58.9% 207.8 124.2 67.3%

(+) Other Operating Income (Expenses)* (11.2) (21.4) -47.7% (17.5) (37.4) -53.2%

(=) Adjusted EBITDA 116.1 87.4 32.8% 225.3 161.6 39.4%

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

Page 7: EARNINGS RELEASE 2Q14 AND 1H14 · results and the comparisons refer to the 2nd stquarter of 2013 (2Q13) and to the 1 half of 2013 (1H13), except where otherwise indicated. Consolidated

7 7

The net financial variation is related to the increase of the CDI* rate and the high level of Company indebtedness.

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 2Q14, the consolidated net result was R$ -64.6 million, compared to the R$ -49.3 million obtained in 2Q13. In 1H14, the consolidated net result was R$ -122.2 million, compared to the R$ -110.5 million obtained in 1H13. In 2Q14, the consolidated net margin was -3.9%, when calculated as a percentage of the net revenue, representing an evolution of 0.2 p.p. compared to 2Q13. In 1H14, the consolidated net margin was -3.6%, when calculated as a percentage of the net revenue, representing an evolution of 0.8 p.p.compared to 1H13.

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

INDEBTEDNESS

B2W uses its cash generation prioritizing investments that presents better returns to shareholders. Thus, in the first half of 2014, the consolidated investments in plant, property and equipment and intangible (development of websites and systems) totaled R$ 423.7 million. B2W’s cash balance at 06/30/2014 amounted R$ 2,626.7 million, amount higher than the Company's sum of short-term debt and debentures, which totaled R$ 689.3 million. At 06/30/2014, the Company’s net debt was R$ 359.6 million, representing 0.7x the accumulated Adjusted EBITDA in the last 12 months. In order to face the uncertainties and volatility of the financial market, B2W DIGITAL is guided to preserve cash and lengthen its debt profile. Over the past few months several measures were taken for this purpose which allows us to consolidate the investment plan of the Company in the long term.

Consolidated Net Financial Result - R$ Million 2Q14 2Q13 Δ% 1H14 1H13 Δ%

Net Financial Result (170.6) (115.3) 48.0% (336.5) (241.7) 39.2%

Reconciliation of the Consolidated Net Result - R$ Million 1Q14 1Q13 Δ% Δ%

Adjusted EBITDA 116.1 87.4 32.8% 225.3 161.6 39.4%

(+) Depreciation / Amortization (34.9) (25.2) 38.5% (61.8) (50.1) 23.4%

(+) Net Financial Result (170.6) (115.3) 48.0% (336.5) (241.7) 39.2%

(+) Other Operating Income (Expenses)* (11.2) (21.4) -47.7% (17.5) (37.4) -53.2%

(+) Income Tax and Social Contribution 36.0 25.2 42.9% 68.3 57.1 19.6%

(=) Net Result (64.6) (49.3) 31.0% (122.2) (110.5) 10.6%

1H14 1H13

Page 8: EARNINGS RELEASE 2Q14 AND 1H14 · results and the comparisons refer to the 2nd stquarter of 2013 (2Q13) and to the 1 half of 2013 (1H13), except where otherwise indicated. Consolidated

8 8

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

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:

For calculation of the working capital purposes the consolidated gross credit cards receivables, excluding FIDC at 06/30/2014 and 06/30/2013 were R$ 1,684.8 million and R$ 1,515.9 million, respectively.

On June 11, 2013 the Board of Directors of the Company approved the expansion of the Receivables Investment Fund (FIDC) from R$ 707.6 million, reaching approximately R$ 1.3 billion. The FIDC credit card model structured by the company is a unique tool on the market and represents an important source of funding.

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. FINANCING THE PROJECTS (FINEM) B2W DIGITAL contracted financing of R$ 1.46 billion with the BNDES, which aims to finance the Company's three-year investment plan (2013-2015) for logistics, technology and innovation.

Consolidated Indebtedness - R$ MM 06/30/2014 06/30/2013

Short Term Debt 455.3 472.5

Short Term Debentures 234.0 16.9

Short Term Indebtedness 689.3 489.4

Long Term Debt 1,898.5 2,497.7

Long Term Debentures 398.5 606.5

Long Term Indebtedness 2,297.0 3,104.2

Total Debt (1) 2,986.3 3,593.6

Cash and Equivalents 1,948.2 1,864.5

678.5 665.6

Total Cash (2) 2,626.7 2,530.1

Net Cash (Debt) (2) - (1) (359.6) (1,063.5)

Net Cash (Debt) / Adjusted EBITDA LTM 0.7 3.0

Average Maturity of Debt (days) 859 1,157

Credit Card Accounts Receivables Net of Discounts

Consolidated Accounts Receivable Conciliation - R$ MM 06/30/2014 06/30/2013

Gross Credit-Cards Receivable 2,308.8 1,998.1

Receivable Discounts (1,630.3) (1,332.5)

678.5 665.6

Present Value Adjustment (8.2) (4.4)

Allowance for Doubtful Accounts (31.5) (35.7)

Other Accounts Receivable 202.0 144.4

Net Accounts Receivable - Consolidated 840.8 769.9

Credit Card Accounts Receivables Net of Discounts

Page 9: EARNINGS RELEASE 2Q14 AND 1H14 · results and the comparisons refer to the 2nd stquarter of 2013 (2Q13) and to the 1 half of 2013 (1H13), except where otherwise indicated. Consolidated

9 9

NO FOREIGN CURRENCY EXPOSURE

At 06/30/2014, B2W DIGITAL’s balance sheet recorded foreign currency denominated debt. Such debt, however, is FULLY PROTECTED against any foreign exchange fluctuations through derivative operations (swaps) that replace the foreign exchange risk for the variation in the basic Brazilian interest rate (CDI).

CAPITAL INCREASE

On January 24, 2014, a Meeting of the Board of Directors was held with the goal of approving the signing of an Agreement for Subscription of Shares concluded with Tiger Global Brazil LLC and Tiger Global Long Opportunities Brazil LLC (Tiger Global Long Opportunities Brazil LLC together with the Tiger Global Brazil LLC, the "Investor") and the controller of the Company, Lojas Americanas S.A., for a private capital increase, to be approved by an Extraordinary Shareholders Meeting of the Company, in the amount of R$ 2,380,000,000.00 through the issuance of 95,200,000 common shares, nominal and with no face value, at an issue price of R$ 25.00 per share. The Capital Increase, approved on April 30, 2014 by CADE – Economic Defense Administrative Council, aiming to improve the Company's capital structure and the funds obtained through this means will be earmarked for the amortization of part of the Company's debt. The Capital Stock Increase will allow the Company to continue investing in its core businesses, speeding up growth and consolidating its position as market leader, always aiming to have a better customer service. The capital increase was approved by majority vote at the Extraordinary Shareholders Meeting held June 5, 2014. Thus, from June 9, 2014 until July 8, 2014 shareholders had the right to exercise their preference to subscription of newly issued shares in proportion to their ownership of Company stock as at the close of trading on June 5, 2014. On July 15, 2014, through a notice to the shareholders, it was announced that during the period of exercise of first refusal rights 94,324,770 common shares were subscribed, in the total amount of R$ 2,358,119,250.00. Thus, shareholders who, in the subscription bulletin for the exercise of first refusal rights, expressed interest in reserving the remaining unsold shares, had a deadline of 5 working days to exercise the right to subscribe to the remaining shares, from July 17, 2014 to July 23, 2014. On July 29, by notice to the shareholders, it was announced that during the first pro-rata apportionment, a total of 811,352 common shares were subscribed, in the amount of R$ 20,283,800.00. Considering the upper limit of the Capital Stock Increase, there still remained 63,878 shares, which will be pro-rated under the second apportionment between those shareholders who, in the subscription of unsubscribed shares from the first apportionment, expressed interest in reserving any such remaining shares. The second pro-rata apportionment had happened between July 31, 2014 and August 6, 2014. Thus, once the period of the second apportionment ended, the total amount of shares to be issued by the Company, within the Capital Increase, were totally subscribed by the shareholders. Thus, on August 13, 2014, the B2W Digital’s Board of Directors approved the Company’s capital increase.

SALES BY MEANS OF PAYMENT

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

Means of Payment 2Q14 2Q13 ∆% 1H14 1H13 ∆%

Credit Card 65% 67% -2 p.p 65% 65% -

Other Means of Payment 35% 33% +2 p.p 35% 35% -

Page 10: EARNINGS RELEASE 2Q14 AND 1H14 · results and the comparisons refer to the 2nd stquarter of 2013 (2Q13) and to the 1 half of 2013 (1H13), except where otherwise indicated. Consolidated

10 10

NET WORKING CAPITAL The consolidated net working capital at June 30, 2014 was 37 days, representing an improvement of 38 days when compared to the 75 days presented at June 30, 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.

INVESTMENT AND INNOVATION

We have adopted an investment plan which the main objective is to enable growth and improvements in the operations. In first half of 2014, B2W DIGITAL invested R$ 423.7 million, mainly concentrated in logistics, technology and innovation areas.

Logistics

On June 14, 2014 B2W announced the acquisition of Direct, the biggest and best e-commerce logistics operator in Brazil, specializing in deliveries of small items (packets). The Administrative Council for Economic Defense (CADE) approved the acquisition on July 8, 2014. In 2013, the Company already had acquired Click - Rodo, a logistics operator also specializes in deliveries for e-commerce, focusing on large items (outsized packages). With these two acquisitions, B2W has enhanced its level of logistics services, counting on the two major Brazilian Internet last mile carriers. In addition, the Company established strategic alliances with the leading transportation companies of the country, ensuring the joint commitment to offer the best level of service to the customers.

In line with its announced investment plan, B2W DIGITAL will open at least seven new distribution centers by the end of 2015.

Technology

In line with the investment plan and the strategy to be a reference in the technology and internet market, B2W DIGITAL acquired, during 2013, three technology companies specialized in the development of systems and solutions for e-commerce. Doing that, the Company doubled its the technology/internet team, which is the largest in Latin America and nowadays has over 600 engineers. Below are the highlights of the acquired companies:

• Uniconsult: Optimization of orders control (shipping and reverse) and systems for managing multiple

distribution centers and development of specific systems for marketplace operation;

• Ideais Tecnologia; Development and optimization of online sales platforms, B2B/B2B2C and mobile systems;

• Tarkena: Optimization of search systems and algorithms for freight management.

75

37

06/30/2013 06/30/2014

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The investments in technological platforms in the areas of operations and logistics, television, customer service and telephone sales seeking to improve the quality and efficiency of Company’s operations, aiming to provide the client an even better purchasing experience. During the 2014 were implemented many projects evolving from improvements in the structure of the technological platform to new features. Among the projects launched recently, we can highlight:

• Marketplace on Americanas.com: More products and services through the Internet's largest store. "Guest Checkout" in Americanas.com: Reduces existing steps between product choice and purchase completion, improving the customer experience. • "Make an Offer" in Americanas.com and Submarino: Allows the customer to make an offer to purchase a desired product, leading to greater customer interaction with the site.

• Product comparison in Americanas.com: Tool to assist the customer purchase decision.

• New Americanas.com website: New tools, new layout and more intuitive.

• Platform for web services [B] Seller: Platform for creation of online stores and integrated back office/ERP systems. • Online “KM de Vantagens” store: B2W DIGITAL will operate the KM Advantages e-commerce platform through the Shoptime brand. • Four private label brands: Newme, Meemo, Topdesk and Orb, which are available on Americanas.com, Submarino and Shoptime websites. • New Sou Barato website: New visual identity. More dynamic and interactive. • New Submarino website: New tools, new layout and more intuitive. • New mobile versions for Americanas.com, Submarino and Shoptime: Adapted versions for all smartphone operating systems. • Recommendation of products in Americanas.com and Shoptime: Products are recommended based on browsing history and customer's purchases. • Button for sharing purchases on Facebook: Customer can share their purchases on Facebook with just 1 click. • New "autocomplete" in Americanas.com, Submarino and Shoptime Search System: More relevant results with the most clicked, most sold and most recent products. • Americanas.com frequently asked questions and answers (FAQ) system: Provides fast answers to frequently asked questions from customers. • Tool for product evaluation: New, easier and faster process. • Shoptime - Last seen on TV: Now Shoptime customers can see on the website the last offer presented on TV, allowing greater interaction between the brand's different sales channels.

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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 synergy. The Company has a portfolio with the most known and beloved brands in the internet. Americanas.com The largest Store. The lowest prices. Since 1999, Americanas.com is Latin America's largest and most complete online store. Elected by consumers as the number 1 in service, the brand offers more than 500,000 products that can be purchased through the web site, telephone sales or in over 800 kiosks located inside of Lojas Americanas brick-and-mortar stores. In addition, its delivery, travel, mobile app and B2B services, among many others, contribute to a unique and increasingly more complete purchase experience. Submarino The products you like and the Internet's best service. Submarino - pioneer online store and benchmark in technology and innovation - offers more than 30 categories of products through the Internet, telephone sales, mobile and catalogs, with an emphasis on the sale of books, games, DVDs, electronics, computers, telephony, fashion and online services. In addition, Submarino has been consolidating other services, such as Submarino Viagens, B2B services and the Submarino Card. Shoptime Exclusive products and live demonstrations. Shoptime is the first Brazilian homeshopping channel and operates via Internet, catalog and telephone sales. The brand focuses on integrating its different sales channels aiming to provide customers the best shopping experience. The Shoptime assortment emphasizes home products, with its four private label brands: Casa & Conforto, Fun Kitchen, La Cuisine and Life Zone. SouBarato SouBarato is B2W Digital's outlet that offers a wide variety of products from the best brands, with promotional pricing below the market average. The site sells new and repackaged products in perfect condition, with discounts of up to 70%. Launched in the end of 2011, SouBarato presents a wide and varied selection of products, with more than 20 categories such as smartphones and mobile phones, computers, TVs, electronics, among others. B2W Viagens B2W Viagens operates through the Americanas Viagens, Shoptime Viagens, Milevo, Submarino Viajes and Submarino Viagens, brand with the latter having been elected by popular vote in 2013 three-time champion in terms of customer service and the Best Online Travel Agency in the country. B2W Viagens' sites have established partnerships with more than 750 airlines, 200,000 hotels and 4,000 attractions throughout the world. Ingresso.com Brazilian leader in Internet ticket sales, with more than 5 million customers, Ingresso.com offers the convenience of secure ticket purchases through the website, telephone sales and apps for the Iphone, Android phones and Facebook. In addition to leading the virtual world, its new ARENA software, which was launched in 2013, is considered the most intelligent strategic management tool in the market, allowing the Company to consolidate its presence in the country's biggest box offices. Submarino Finance Submarino Finance offers the Submarino Mastercard credit card, which comes with special advantages through Submarino, such as exclusive discounts and payment installment conditions, differentiated credit limits and Léguas Program, a distinctive loyalty program. Over 2Q14, we reached the milestone of more than 980,000 cards issued, garnering a 35% share in Submarino's website sales.

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CORPORATE GOVERNANCE AND CAPITAL MARKETS

B2W DIGITAL is subject to BM&FBOVESPA and 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 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 Brazilian Securities and Exchange Commission (CVM) and the BM&FBOVESPA on July, 25 and 26, 2007, respectively.

B2W’s common shares are listed on 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 24, 2014, a Meeting of the Board of Directors was held aiming to approve the signing of an Agreement for Subscription of Shares concluded with Tiger Global Brazil LLC and Tiger Global Long Opportunities Brazil LLC (Tiger Global Long Opportunities Brazil LLC together with the Tiger Global Brazil LLC, the "Investor") and the Controller of the Company, Lojas Americanas S.A., for a private capital increase, to be approved by a Extraordinary Shareholders Meeting of the Company, in the amount of R$ 2,380,000,000.00 through the issuance of 95,200,000 common shares, nominal and with no face value, at an issue price of R$ 25.00 per share.

On April 23, 2014, the Company reported through an Announcement to the Market that it had neither knowledge of nor possession of any information to indicate a modification or updating of the material fact published on January 24, 2014, pursuant to press reports published on that date. The Company also reported it would keep its shareholders and the market informed about the operation, in compliance with applicable regulations.

On April 29, 2014 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, 2013.

2- Setting the global compensation to be paid to officers; 3- 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.

4- Unanimous approval of the amendment to the caput of Article 5 of the Company’s Bylaws to reflect the capital stock increases accepted by the Board of Directors on October 1 and November 1, 2013, through the exercising of options granted under the Company’s Share Option Purchase Program adopted on August 31, 2011.

On June 5, 2014, at the Company's Extraordinary Shareholders Meeting the following Resolutions were passed: 1- Approval of the Company's capital increase in the amount of R$ 2,380,000,000.00 with the private placement of 95.200.00 common, nominal shares at no par value, at an issue price of R$ 25.00; 2- Reform of Paragraph 2 of Article 5 of the Company's Bylaws, to raise the authorized capital stock of the Company to up to 320,000,000.

On July 3, 2014, a General Meeting of Debenture Holders of the 3rd issue of Debentures was held to approve the completion of Total Optional Early Redemption and exemption from the publication of the early redemption notice.

On August 13, 2014, a Board of Directors meeting was held in order to approve:

1- Approval of the capital increase of the Company, approved in the extraordinary general meeting held on June 5, 2014. 2- Due to the capital increase approval, the Company’s capital was increased by R$ 2,380,000,000.00, therefore, from R$ 1,198,991,738.64 to R$ 3,578,991,738.64 divided into 254,199,202 common, nominal and no par value shares.

The minutes of the shareholders meeting and the reelection aforementioned, as well as other corporate and financial information of B2W DIGITAL are available for consultation on our Investor Relations website (www.b2wdigital.com).

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EXHIBIT I – INCOME STATEMENT

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

B2W - Companhia Digital

Income Statements

(in million of Brazilian reais, except result per share) 2Q14 2Q13 Variation 1H14 1H13 Variation

Gross Sales and Services Revenue 1,890.6 1,369.8 38.0% 3,864.7 2,885.8 33.9%

Taxes on sales and services (241.8) (159.3) 51.8% (486.0) (376.6) 29.0%

Net Sales and Services Revenue 1,648.8 1,210.5 36.2% 3,378.7 2,509.2 34.7%

Cost of goods and services sold (1,235.4) (893.5) 38.3% (2,546.6) (1,875.8) 35.8%

Gross Profit 413.4 317.0 30.4% 832.1 633.4 31.4%

Gross Margin (% NR) 25.1% 26.2% -1.1 p.p. 24.6% 25.2% -0.6 p.p.

Operating Revenue (Expenses) (332.2) (254.8) 30.4% (668.6) (521.9) 28.1%

Selling expenses (268.1) (211.1) 27.0% (556.6) (436.5) 27.5%

General and administrative expenses (29.2) (18.5) 57.8% (50.2) (35.3) 42.2%

Depreciation and amortization (34.9) (25.2) 38.5% (61.8) (50.1) 23.4%

81.2 62.2 30.5% 163.5 111.5 46.6%

Net Financial Result (170.6) (115.3) 48.0% (336.5) (241.7) 39.2%

Financial revenues 72.7 45.1 61.2% 162.7 88.4 84.0%

Financial expenses (243.3) (160.4) 51.7% (499.2) (330.1) 51.2%

Other operating income (expenses)* (11.2) (21.4) -47.7% (17.5) (37.4) -53.2%

Income tax and social contribution 36.0 25.2 42.9% 68.3 57.1 19.6%

Net Result (64.6) (49.3) 31.0% (122.2) (110.5) 10.6%

Net Margin (% NR) -3.9% -4.1% 0.2 p.p. -3.6% -4.4% 0.8 p.p.

Adjusted EBITDA 116.1 87.4 32.8% 225.3 161.6 39.4%

Adjusted EBITDA Margin (% NR) 7.0% 7.2% -0.2 p.p. 6.7% 6.4% 0.3 p.p.

Weighted average of outstanding shares (thousand) 158,999 156,536 158,999 156,536

(0.4062) (0.3151) 28.9% (0.7685) (0.7056) 8.9%

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

Consolidated

Period ended on June 30

Consolidated

Period ended on June 30

Operating Result before Net Financial Result and

Equity Accounting

Net Result per Outstanding Share (R$)

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EXHIBIT II – BALANCE SHEET

B2W - Companhia Digital

Balance Sheet

(in million of Brazilian reais)

ASSETS

CURRENT ASSETS

Cash and banks 290.1 111.1

Marketable securities 1,658.1 1,501.0

Accounts receivable 841.0 936.0

Inventories 898.3 1,221.9

Recoverable taxes 197.7 196.6

Prepaid expenses and other accounts 85.0 85.5

Total Current Assets 3,970.2 4,052.1

NON CURRENT ASSETS

Deferred income tax and social contribution 414.1 376.6

Recoverable taxes 266.3 270.1

Escrow deposits and other receivables 25.0 24.6

Plant, property and equipment 366.8 344.4

Intangible assets 1,857.0 1,656.2

Total Non-Current Assets 2,929.2 2,671.9

TOTAL ASSETS 6,899.4 6,724.0

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Suppliers 1,472.7 1,819.2

Loans and financing 455.3 330.2

Debentures 234.0 149.6

Salaries and social contribution 52.5 43.7

Taxes payable 13.3 13.2

Deferred income tax and social contribution 6.0 3.2

Other accounts payable 81.2 88.4

Total Current Liabilities 2,315.0 2,447.5

NON-CURRENT LIABILITIES

Long-term liabilities:

Loans and financing 1,898.5 2,837.4

Debentures 398.5 498.3

Related parties - 41.9

Provision for contingencies and other accounts payable 96.3 125.6

Total Non-Current Liabilities 2,393.3 3,503.2

SHAREHOLDERS' EQUITY

Capital 2,680.2 1,199.0

Capital reserves 8.5 7.1

Equity valuation adjustment (0.5) (0.4)

Accumulated income (losses) (497.1) (432.4)

Total Shareholders' Equity 2,191.1 773.3

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 6,899.4 6,724.0

06/30/2014

Consolidated

03/31/2014

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EXHIBIT III – CASH FLOW STATEMENT

B2W - Companhia Digital

Cash Flow Statement

(in million of reais)

Operating Activities 06/30/2014 06/30/2013 Variation

Net Result for the Period (122.2) (110.5) (11.7)

Adjustment to the Net Result:

Depreciation and amortization 61.8 50.1 11.7

Deferred income tax and social contribution (71.2) (62.1) (9.1)

Interest, monetary and currency changes 14.9 354.7 (339.8)

Others 20.3 (13.4) 33.7

Adjusted Net Result (96.4) 218.8 (315.2)

Change in Working Capital:

Accounts receivable (20.6) (30.3) 9.7

Inventories 188.0 (95.2) 283.2

Suppliers (420.8) 15.3 (436.1)

Change in Working Capital: (253.4) (110.2) (143.2)

Change in Assets:

Prepaid expenses (0.2) (4.3) 4.1

Escrow deposits 0.4 (4.3) 4.7

Recoverable taxes (32.5) (24.3) (8.2)

Other accounts receivable (current and non-current) (30.5) (6.6) (23.9)

Change in Assets: (62.8) (39.5) (23.3)

Change in Liabilities

Salaries and social charges security 9.3 10.3 (1.0)

Recoverable taxes (current and non-current) - 12.3 (12.3)

Other liabilities (current and non-current) (81.5) 59.3 (140.8)

Change in Liabilities: (72.2) 81.9 (154.1)

Cash Flow from Operating Activities (484.8) 151.0 (635.8)

Investing Activities

Marketable securities 131.2 (394.0) 525.2

Purchases of property, plant and equipment assets (63.8) (15.5) (48.3)

Intangible assets (359.9) (255.9) (104.0)

Cash Flow from Investing Activities (292.5) (665.4) 372.9

Financing Activities

Additions 32.7 595.9 (563.2)

Payments (642.0) (115.7) (526.3)

Discount of receivables 106.0 134.7 (28.7)

Capital increase in cash 1,481.2 - 1,481.2

Cash Flow from Financing Activities 977.9 614.9 363.0

Change in cash balance 200.6 100.5 100.1

Beginning Cash Balance 89.5 36.3

Ending Cash Balance 290.1 136.8

Consolidated

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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 followed:

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. 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. 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.