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 by furnishing the information contained in this Form,
the Registrant 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___
If Yes is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b): N/A
(A free translation of the original in Portuguese)
FEDERAL GOVERNMENT SERVICE BRAZILIAN SECURITIES COMMISSION (CVM) QUARTERLY INFORMATION - ITR TYPE OF COMPANY: COMMERCIAL, INDUSTRIAL AND OTHER
|
|
Unaudited Corporate Legislation September 30, 2010 |
REGISTRATION WITH CVM SHOULD NOT BE CONSTRUED AS AN EVALUATION OF THE COMPANY. COMPANY MANAGEMENT IS RESPONSIBLE FOR THE INFORMATION PROVIDED. |
01.01 - IDENTIFICATION
1 - CVM CODE 01610-1 |
2 - COMPANY NAME GAFISA S/A |
3 - CNPJ (Federal Tax ID) 01.545.826/0001-07 |
4 - NIRE (State Registration Number)
|
01.02 - HEAD OFFICE
1 ADDRESS Av. das Nações Unidas, 8501 19° floor |
2 - DISTRICT Pinheiros | ||||||
3 - ZIP CODE 05425-070 |
4 CITY Săo Paulo |
5 - STATE SP | |||||
6 - AREA CODE 011 |
7 - TELEPHONE 3025-9297 |
8 - TELEPHONE 3025-9158 |
9 - TELEPHONE 3025-9191 |
10 - TELEX | |||
11 - AREA CODE 011 |
12 - FAX 3025-9438 |
13 FAX 3025-9217 |
14 - FAX - |
| |||
15 - E-MAIL
| |||||||
01.03 - INVESTOR RELATIONS OFFICER (Company Mailing Address)
1- NAME Alceu Duilio Calciolari | |||||||
2 ADDRESS Av. das Nações Unidas, 8501 19° floor |
3 - DISTRICT Pinheiros | ||||||
4 - ZIP CODE 05425-070 |
5 CITY Săo Paulo |
6 - STATE SP | |||||
7 - AREA CODE 011 |
8 - TELEPHONE 3025-9297 |
9 - TELEPHONE 3025-9158 |
10 - TELEPHONE 3025-9191 |
11 - TELEX | |||
12 - AREA CODE 011 |
13 FAX 3025-9438 |
14 FAX 3025-9191 |
15 - FAX - |
| |||
16 - E-MAIL ri@gafisa.com.br | |||||||
01.04 - REFERENCE / AUDITOR
CURRENT YEAR |
CURRENT QUARTER |
PREVIOUS QUARTER | |||||
1 - BEGINNING |
2 - END |
3 - QUARTER |
4 - BEGINNING |
5 END |
6 - QUARTER |
7 - BEGINNING |
8 - END |
1/1/2010 |
12/31/2010 |
3 |
7/1/2010 |
9/30/2010 |
2 |
4/1/2010 |
6/30/2010 |
09 - INDEPENDENT ACCOUNTANT Ernst & Young Terco Auditores Indep. Sociedade Simples |
10 - CVM CODE 00471-5 | ||||||
11 - PARTNER IN CHARGE Daniel Gomes Maranhão Junior |
12 - PARTNERS CPF (INDIVIDUAL TAXPAYERS REGISTER) 070.962.868-45 |
Page 1
Number of Shares
(in thousands) |
1 - CURRENT QUARTER
9/30/2010 |
2 - PREVIOUS QUARTER
6/30/2010 |
3 - SAME QUARTER, PREVIOUS YEAR
9/30/2009 |
Paid-in Capital | |||
1 - Common |
431,509 |
429,348 |
133,633 |
2 - Preferred |
0 |
0 |
0 |
3 - Total |
431,509 |
429,348 |
133,633 |
Treasury share | |||
4 Common |
600 |
600 |
3,125 |
5 Preferred |
0 |
0 |
0 |
6 Total |
600 |
600 |
3,125 |
01.06 - COMPANY PROFILE
1 - TYPE OF COMPANY Commercial, Industrial and Other |
2 - STATUS Operational |
3 - NATURE OF OWNERSHIP National Private |
4 - ACTIVITY CODE 1110 Civil Construction, Constr. Mat. and Decoration |
5 - MAIN ACTIVITY Real Estate Development |
6 - CONSOLIDATION TYPE Full |
7 - TYPE OF REPORT OF INDEPENDENT AUDITORS Unqualified |
01.07 - COMPANIES NOT INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS
1 ITEM |
2 - CNPJ (Federal Tax ID) |
3 - COMPANY NAME |
01.08 - CASH DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER
1 - ITEM |
2 - EVENT |
3 - APPROVAL |
4 TYPE |
5 - DATE OF PAYMENT |
6 - TYPE OF SHARE |
7 - AMOUNT PER SHARE |
Page 2
1 ITEM |
2 - DATE OF CHANGE |
3 - CAPITAL STOCK (In thousands of Reais) |
4 - AMOUNT OF CHANGE (In thousands of Reais) |
5 - NATURE OF CHANGE |
7 - NUMBER OF SHARES ISSUED (thousands) |
8 -SHARE PRICE WHEN ISSUED (In Reais) |
01 |
08/04/2010 |
2,718,465 |
5,566 |
Private subscription in cash |
483 |
11.5304000000 |
02 |
09/03/2010 |
2,729,187 |
10,722 |
Private subscription in cash |
1,679 |
6.3877800000 |
01.10 - INVESTOR RELATIONS OFFICER
1- DATE 11/16/2010 |
2 SIGNATURE
|
Page 3
1 CODE |
2 DESCRIPTION |
3 9/30/2010 |
4 6/30/2010 |
1 |
Total Assets |
6,868,606 |
6,860,791 |
1.01 |
Current Assets |
3,497,179 |
3,629,101 |
1.01.01 |
Cash and cash equivalents |
707,881 |
1,147,359 |
1.01.01.01 |
Cash and banks |
16,137 |
58,552 |
1.01.01.02 |
Financial Investments |
691,744 |
1,088,807 |
1.01.02 |
Credits |
1,350,980 |
1,245,035 |
1.01.02.01 |
Trade accounts receivable |
1,350,980 |
1,245,035 |
1.01.02.01.01 |
Receivables from clients of developments |
1,234,707 |
1,134,442 |
1.01.02.01.02 |
Receivables from clients of construction and services rendered |
79,926 |
75,162 |
1.01.02.01.03 |
Other Receivables |
36,347 |
35,431 |
1.01.02.02 |
Sundry Credits |
0 |
0 |
1.01.03 |
Inventory |
660,972 |
607,847 |
1.01.03.01 |
Properties for sale |
660,972 |
607,847 |
1.01.04 |
Other |
777,346 |
628,860 |
1.01.04.01 |
Deferred selling expenses |
1,168 |
739 |
1.01.04.02 |
Other receivables |
764,342 |
613,186 |
1.01.04.03 |
Prepaid expenses |
11,836 |
14,935 |
1.02 |
Non Current Assets |
3,371,427 |
3,231,690 |
1.02.01 |
Long Term Receivables |
988,487 |
923,590 |
1.02.01.01 |
Sundry Credits |
732,483 |
711,931 |
1.02.01.01.01 |
Receivables from clients of developments |
557,283 |
554,120 |
1.02.01.01.02 |
Properties for sale |
175,200 |
157,811 |
1.02.01.02 |
Credits with Related Parties |
0 |
0 |
1.02.01.02.01 |
Associated companies |
0 |
0 |
1.02.01.02.02 |
Subsidiaries |
0 |
0 |
1.02.01.02.03 |
Other Related Parties |
0 |
0 |
1.02.01.03 |
Other |
256,004 |
211,659 |
1.02.01.03.01 |
Deferred taxes |
175,080 |
166,233 |
1.02.01.03.02 |
Other receivables |
80,924 |
45,426 |
1.02.02 |
Permanent Assets |
2,382,940 |
2,308,100 |
1.02.02.01 |
Investments |
2,147,748 |
2,076,331 |
1.02.02.01.01 |
Interest in associated and similar companies |
0 |
0 |
1.02.02.01.02 |
Interest in associated and similar companies - Goodwill |
0 |
0 |
1.02.02.01.03 |
Interest in Subsidiaries |
1,807,764 |
1,731,625 |
1.02.02.01.04 |
Interest in Subsidiaries - goodwill |
0 |
0 |
1.02.02.01.05 |
Other Investments |
339,984 |
344,706 |
1.02.02.02 |
Property and equipment |
32,699 |
28,755 |
1.02.02.03 |
Intangible assets |
202,493 |
203,014 |
1.02.02.03.01 |
Goodwill on acquisition of subsidiaries |
194,207 |
194,871 |
1.02.02.03.02 |
Other intangible |
8,286 |
8,143 |
1.02.02.04 |
Deferred charges |
0 |
0 |
Page 4
1 - CODE |
2 - DESCRIPTION |
3 9/30/2010 |
4 6/30/2010 |
2 |
Total Liabilities and Shareholders Equity |
6,868,606 |
6,860,791 |
2.01 |
Current Liabilities |
1,418,187 |
1,395,855 |
2.01.01 |
Loans and Financing |
552,135 |
642,401 |
2.01.02 |
Debentures |
188,759 |
112,134 |
2.01.03 |
Suppliers |
116,125 |
78,376 |
2.01.04 |
Taxes, charges and contributions |
95,268 |
92,006 |
2.01.05 |
Dividends Payable |
50,716 |
50,716 |
2.01.06 |
Provisions |
8,001 |
6,312 |
2.01.06.01 |
Provision for contingencies |
8,001 |
6,312 |
2.01.07 |
Accounts payable to related parties |
0 |
0 |
2.01.08 |
Other |
407,183 |
413,910 |
2.01.08.02 |
Obligations for purchase of real estate and advances from customers |
210,957 |
208,200 |
2.01.08.03 |
Payroll, profit sharing and related charges |
40,482 |
38,026 |
2.01.08.04 |
Other liabilities |
155,744 |
167,684 |
2.02 |
Non Current Liabilities |
1,770,413 |
1,919,523 |
2.02.01 |
Long Term Liabilities |
1,770,413 |
1,919,523 |
2.02.01.01 |
Loans and Financing |
220,082 |
183,468 |
2.02.01.02 |
Debentures |
951,407 |
1,148,000 |
2.02.01.03 |
Provisions |
9,219 |
12,104 |
2.02.01.03.01 |
Provisions for contingencies |
9,219 |
12,104 |
2.02.01.04 |
Accounts payable to related parties |
0 |
0 |
2.02.01.05 |
Advance for future capital increase |
0 |
0 |
2.02.01.06 |
Others |
589,705 |
575,951 |
2.02.01.06.01 |
Obligations for purchase of real estate and advances from customers |
58,372 |
47,384 |
2.02.01.06.02 |
Deferred income tax and social contribution |
223,667 |
218,366 |
2.02.01.06.03 |
Negative goodwill on acquisition of subsidiaries |
6,757 |
8,045 |
2.02.01.06.04 |
Other liabilities |
300,909 |
302,156 |
2.03 |
Deferred income |
0 |
0 |
2.05 |
Shareholders' equity |
3,680,006 |
3,545,413 |
2.05.01 |
Paid-in capital stock |
2,727,456 |
2,711,168 |
2.05.01.01 |
Capital Stock |
2,729,187 |
2,712,899 |
2.05.01.02 |
Treasury shares |
(1,731) |
(1,731) |
2.05.02 |
Capital Reserves |
251,489 |
290,507 |
2.05.03 |
Revaluation reserves |
0 |
0 |
2.05.03.01 |
Own assets |
0 |
0 |
2.05.03.02 |
Subsidiaries/ Associated and similar Companies |
0 |
0 |
2.05.04 |
Revenue reserves |
422,374 |
381,651 |
2.05.04.01 |
Legal |
31,758 |
31,758 |
2.05.04.02 |
Statutory |
311,360 |
311,360 |
2.05.04.03 |
For Contingencies |
0 |
0 |
2.05.04.04 |
Unrealized profits |
0 |
0 |
Page 5
1 - CODE |
2 - DESCRIPTION |
3 9/30/2010 |
4 6/30/2010 |
2.05.04.05 |
Retained earnings |
79,256 |
38,553 |
2.05.04.06 |
Special reserve for undistributed dividends |
0 |
0 |
2.05.04.07 |
Other revenue reserves |
0 |
0 |
2.05.05 |
Adjustments to Assets Valuation |
0 |
0 |
2.05.05.01 |
Securities Adjustments |
0 |
0 |
2.05.05.02 |
Cumulative Translation Adjustments |
0 |
0 |
2.05.05.03 |
Business Combination Adjustments |
0 |
0 |
2.05.06 |
Retained earnings/accumulated losses |
278,687 |
162,087 |
2.05.07 |
Advances for future capital increase |
0 |
0 |
Page 6
1 - CODE |
2 - DESCRIPTION |
3 -7/1/2010 to 9/30/2010 |
4 - 1/1/2010 to 9/30/2010 |
5 -7/1/2009 to 9/30/2009 |
6 - 1/1/2009 to 9/30/2009 |
3.01 |
Gross Sales and/or Services |
305,684 |
1,090,419 |
340,760 |
854,314 |
3.01.01 |
Real estate development and sales |
281,610 |
996,538 |
307,629 |
782,927 |
3.01.02 |
Construction services rendered revenue |
11,091 |
29,756 |
11,047 |
29,249 |
3.01.03 |
Barter transactions revenue |
12,983 |
64,125 |
22,084 |
42,138 |
3.02 |
Gross Sales Deductions |
(30,518) |
(75,856) |
(12,607) |
(28,770) |
3.02.01 |
Taxes on sales and services |
(27,447) |
(67,418) |
(10,851) |
(25,941) |
3.02.02 |
Brokerage fee on sales |
(3,071) |
(8,438) |
(1,756) |
(2,829) |
3.03 |
Net Sales and/or Services |
275,166 |
1,014,563 |
328,153 |
825,544 |
3.04 |
Cost of Sales and/or Services |
(202,998) |
(763,765) |
(245,696) |
(601,712) |
3.04.01 |
Cost of Real estate development |
(190,015) |
(699,640) |
(223,612) |
(559,574) |
3.4.02 |
Barter transactions cost |
(12,983) |
(64,125) |
(22,084) |
(42,138) |
3.05 |
Gross Profit |
72,168 |
250,798 |
82,457 |
223,832 |
3.06 |
Operating Expenses/Income |
40,886 |
44,809 |
(12,302) |
(37,292) |
3.06.01 |
Selling Expenses |
(16,680) |
(48,502) |
(13,294) |
(45,944) |
3.06.02 |
General and Administrative |
(26,202) |
(72,170) |
(27,608) |
(78,633) |
3.06.02.01 |
Profit sharing |
(2,093) |
(8,893) |
(7,172) |
(12,908) |
3.06.02.02 |
Stock option plan expenses |
(1,705) |
(5,424) |
(1,195) |
(8,459) |
3.06.02.03 |
Other Administrative Expenses |
(22,404) |
(57,853) |
(19,241) |
(57,266) |
3.06.03 |
Financial |
(6,156) |
(33,629) |
(30,405) |
(62,652) |
3.06.03.01 |
Financial income |
25,890 |
71,309 |
17,544 |
63,209 |
3.06.03.02 |
Financial Expenses |
(32,046) |
(104,938) |
(47,949) |
(125,861) |
3.06.04 |
Other operating income |
0 |
0 |
52,600 |
157,800 |
3.06.04.01 |
Gain on partial sale of Fit Residential negative goodwill amortiz. |
0 |
0 |
52,600 |
157,800 |
3.06.04.02 |
Other operating income |
0 |
0 |
0 |
0 |
3.06.05 |
Other operating expenses |
(4,516) |
(10,480) |
(34,060) |
(81,105) |
3.06.05.01 |
Depreciation and Amortization |
(3,347) |
(9,052) |
(3,328) |
(6,446) |
Page 7
1 - CODE |
2 - DESCRIPTION |
3 -7/1/2010 to 9/30/2010 |
4 - 1/1/2010 to 9/30/2010 |
5 -7/1/2009 to 9/30/2009 |
6 - 1/1/2009 to 9/30/2009 |
3.06.05.02 |
Other Operating expenses |
(1,169) |
(1,428) |
(30,372) |
(74,659) |
3.06.06 |
Equity in results of investees |
94,440 |
209,590 |
40,465 |
73,242 |
3.07 |
Total operating profit |
113,054 |
295,607 |
70,155 |
186,540 |
3.08 |
Total non-operating (income) expenses, net |
0 |
0 |
0 |
0 |
3.8.01 |
Income |
0 |
0 |
0 |
0 |
3.08.02 |
Expenses |
0 |
0 |
0 |
0 |
3.09 |
Profit before taxes/profit sharing |
113,054 |
295,607 |
70,155 |
186,540 |
3.10 |
Provision for income tax and social contribution |
0 |
0 |
0 |
0 |
3.11 |
Deferred Income Tax |
3,546 |
(16,920) |
(6,438) |
(28,322) |
3.12 |
Statutory Profit Sharing/Contributions |
0 |
0 |
0 |
0 |
3.12.01 |
Profit Sharing |
0 |
0 |
0 |
0 |
3.12.02 |
Contributions |
0 |
0 |
0 |
0 |
3.13 |
Reversal of interest attributed to shareholders equity |
0 |
0 |
0 |
0 |
3.15 |
Net income for the Period |
116,600 |
278,687 |
63,717 |
158,218 |
|
NUMBER OF SHARES OUTSTANDING EXCLUDING TREASURY SHARES (in thousands) |
430,909 |
430,909 |
130,508 |
130,508 |
|
EARNINGS PER SHARE (Reais) |
0.27059 |
0.64674 |
0.48822 |
1.21232 |
|
LOSS PER SHARE (Reais) |
|
|
|
|
Page 8
1 CODE |
2 DESCRIPTION |
3 -7/1/2010 to 9/30/2010 |
4 - 1/1/2010 to 9/30/2010 |
5 -7/1/2009 to 9/30/2009 |
6 - 1/1/2009 to 9/30/2009 |
4.01 |
Net cash from operating activities |
(289,288) |
(769,913) |
(116,135) |
(88,419) |
4.01.01 |
Cash generated in the operations |
80,216 |
227,297 |
61,932 |
157,566 |
4.01.01.01 |
Net Income for the year |
116,600 |
278,687 |
63,717 |
158,218 |
4.01.01.02 |
Equity in the results of investees |
(94,440) |
(209,590) |
(40,465) |
(73,242) |
4.01.01.03 |
Stock options expenses |
1,705 |
5,423 |
1,194 |
8,458 |
4.01.01.04 |
Gain on sale of investments |
0 |
0 |
(52,600) |
(157,800) |
4.01.01.05 |
Unrealized interest and finance charges, net |
48,578 |
119,688 |
35,786 |
103,023 |
4.01.01.06 |
Deferred taxes |
(3,547) |
(220) |
6,437 |
28,321 |
4.01.01.07 |
Depreciation and amortization |
4,602 |
11,670 |
6,435 |
13,454 |
4.01.01.08 |
Amortization of negative goodwill |
(1,255) |
(2,618) |
(3,107) |
(7,008) |
4.01.01.09 |
Provision for contingencies |
3,755 |
9,651 |
38,916 |
69,221 |
4.01.01.10 |
Warranty provision |
2,125 |
6,044 |
1,255 |
3,806 |
4.01.01.11 |
Profit sharing provision |
2,093 |
8,893 |
4,364 |
11,115 |
4.01.01.12 |
Fixed asset disposal, net |
0 |
(331) |
0 |
0 |
4.01.02 |
Variation in Assets and Liabilities |
(369,504) |
(997,210) |
(178,067) |
(245,985) |
4.01.02.01 |
Trade accounts receivable |
(109,108) |
(299,976) |
(200,856) |
(475,324) |
4.01.02.02 |
Properties for sale |
(70,513) |
(97,770) |
(1,773) |
134,766 |
4.01.02.03 |
Other Receivables |
(186,653) |
(576,724) |
4,443 |
46,558 |
4.01.02.04 |
Deferred selling expenses |
(430) |
(745) |
5,413 |
3,340 |
4.01.02.05 |
Prepaid expenses |
3,099 |
4,592 |
7,586 |
9,302 |
4.01.02.06 |
Obligations for purchase of real estate and adv. from customers |
13,744 |
(22,442) |
9,424 |
(28,801) |
4.01.02.07 |
Taxes, charges and contributions |
3,262 |
17,407 |
4,899 |
12,056 |
4.01.02.08 |
Suppliers |
37,749 |
54,988 |
1,101 |
16,271 |
4.01.02.09 |
Payroll, and related charges |
364 |
(7,305) |
4,828 |
12,281 |
4.01.02.10 |
Other accounts payable |
(61,018) |
(69,235) |
(13,132) |
23,566 |
4.01.03 |
Others |
0 |
0 |
0 |
0 |
Page 9
1 - CODE |
2 DESCRIPTION |
3 - 7/1/2010 to 9/30/2010 |
4 - 1/1/2010 to 9/30/2010 |
5 - 7/1/2009 to 9/30/2009 |
6 - 1/1/2009 to 9/30/2009 |
4.02 |
Net cash from investments activities |
(21,165) |
(451,887) |
(40,545) |
(230,323) |
4.02.01 |
Purchase of property and equipment and deferred charges |
(8,025) |
(19,003) |
(10,953) |
(22,763) |
4.02.02 |
Capital contribution in subsidiary companies |
23,023 |
(33,861) |
(28,224) |
(126,048) |
4.02.03 |
Restricted cash in guarantee to loans |
(36,163) |
(399,023) |
(1,368) |
(81,512) |
4.03 |
Net cash from financing activities |
(165,188) |
757,179 |
250,949 |
392,701 |
4.03.01 |
Capital increase |
16,288 |
1,101,912 |
1,319 |
4,381 |
4.03.02 |
Loans and financing obtained |
222,665 |
391,982 |
380,281 |
713,981 |
4.03.03 |
Repayment of loans and financing |
(444,863) |
(745,787) |
(144,208) |
(401,316) |
4.03.04 |
Assignment of credits receivable, net |
0 |
0 |
0 |
0 |
4.03.05 |
Dividends paid |
0 |
0 |
0 |
0 |
4.03.06 |
Public offering expenses and deferred taxes |
0 |
(50,410) |
0 |
0 |
4.03.07 |
CCI Assignment of credits receivable |
0 |
0 |
0 |
58,889 |
4.03.08 |
Capital reserve |
40,722 |
59,482 |
0 |
0 |
4.05 |
Net increase (decrease) of Cash and Cash Equivalents |
(475,641) |
(464,621) |
94,269 |
73,959 |
4.05.01 |
Cash at the beginning of the period |
756,535 |
745,515 |
144,906 |
165,216 |
4.05.02 |
Cash at the end of the period |
280,894 |
280,894 |
239,175 |
239,175 |
Page 10
1 - CODE |
2 DESCRIPTION |
3 CAPITAL STOCK |
4 CAPITAL RESERVES |
5 - REVALUATION RESERVES |
6 - REVENUE RESERVES |
7 - RETAINED EARNINGS/ ACCUMULATED DEFICIT |
8 ADJUSTMENTS TO ASSETS VALUATION |
9 TOTAL SHAREHOLDERS EQUITY |
5.01 |
Opening balance |
2,712,899 |
290,507 |
0 |
379,920 |
162,087 |
0 |
3,545,413 |
5.02 |
Prior-years adjustments |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.03 |
Adjusted balance |
2,712,899 |
290,507 |
0 |
379,920 |
162,087 |
0 |
3,545,413 |
5.04 |
Net Income/Loss for the period |
0 |
0 |
0 |
0 |
116,600 |
0 |
116,600 |
5.05 |
Allocations |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.05.01 |
Dividends |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.05.02 |
Interest on own capital |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.05.03 |
Other Allocations |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.06 |
Realization of revenue reserves |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.07 |
Adjustments to assets valuation |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.07.01 |
Securities adjustments |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.07.02 |
Cumulative Translation adjustments |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.07.03 |
Business Combination Adjustments |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.08 |
Increase/decrease in capital stock |
16,288 |
0 |
0 |
0 |
0 |
0 |
16,288 |
5.08.01 |
Exercise of stock options |
16,288 |
0 |
0 |
0 |
0 |
0 |
16,288 |
5.09 |
Increase in capital reserves |
0 |
(39,018) |
0 |
40,723 |
0 |
0 |
1,705 |
5.09.01 |
Stock options program |
0 |
1,705 |
0 |
0 |
0 |
0 |
1,705 |
5.09.02 |
Stock options program Tenda |
0 |
11,035 |
0 |
(11,035) |
0 |
0 |
0 |
5.09.03 |
Stock options program realization |
0 |
(51,758) |
0 |
51,758 |
0 |
0 |
0 |
5.10 |
Treasury Shares |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.11 |
Other Capital Transactions |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.12 |
Others |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.13 |
Closing balance |
2,729,187 |
251,489 |
0 |
420,643 |
278,687 |
0 |
3,680,006 |
Page 11
1 - CODE |
2 DESCRIPTION |
3 CAPITAL STOCK |
4 CAPITAL RESERVES |
5 - REVALUATION RESERVES |
6 - REVENUE RESERVES |
7 - RETAINED EARNINGS/ ACCUMULATED DEFICIT |
8 ADJUSTMENTS TO ASSETS VALUATION |
9 - TOTAL SHAREHOLDERS EQUITY |
5.01 |
Opening balance |
1,627,275 |
318,439 |
0 |
379,920 |
0 |
0 |
2,325,634 |
5.02 |
Prior-years adjustments |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.03 |
Adjusted balance |
1,627,275 |
318,439 |
0 |
379,920 |
0 |
0 |
2,325,634 |
5.04 |
Net Income/Loss for the period |
0 |
0 |
0 |
0 |
278,687 |
0 |
278,687 |
5.05 |
Allocations |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.05.01 |
Dividends |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.05.02 |
Interest on own capital |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.05.03 |
Other Allocations |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.06 |
Realization of revenue reserves |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.07 |
Adjustments to assets valuation |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.07.01 |
Securities adjustments |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.07.02 |
Cumulative Translation adjustments |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.07.03 |
Business Combination Adjustments |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.08 |
Increase/decrease in capital stock |
1,101,912 |
0 |
0 |
0 |
0 |
0 |
1,101,912 |
5.08.01 |
Public offering |
1,063,750 |
0 |
0 |
0 |
0 |
0 |
1,063,750 |
5.08.02 |
Exercise of stock options |
17,879 |
0 |
0 |
0 |
0 |
0 |
17,879 |
5.08.03 |
Shertis shares subscription |
20,283 |
0 |
0 |
0 |
0 |
0 |
20,283 |
5.09 |
Increase in capital reserves |
0 |
(66,950) |
0 |
40,723 |
0 |
0 |
(26,227) |
5.09.01 |
Public offering expenses |
0 |
(33,271) |
0 |
0 |
0 |
0 |
(33,271) |
5.09.02 |
Stock options program |
0 |
5,424 |
0 |
0 |
0 |
0 |
5,424 |
5.09.03 |
Shertis shares subscription |
0 |
1,620 |
0 |
0 |
0 |
0 |
1,620 |
5.09.04 |
Stock options program Tenda |
0 |
11,035 |
0 |
(11,035) |
0 |
0 |
0 |
5.09.05 |
Stock options program realization |
0 |
(51,758) |
0 |
51,758 |
0 |
0 |
0 |
5.10 |
Treasury Shares |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.11 |
Other Capital Transactions |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.12 |
Others |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
Page 12
1 - CODE |
2 DESCRIPTION |
3 CAPITAL STOCK |
4 CAPITAL RESERVES |
5 - REVALUATION RESERVES |
6 - REVENUE RESERVES |
7 - RETAINED EARNINGS/ ACCUMULATED DEFICIT |
8 ADJUSTMENTS TO ASSETS VALUATION |
9 - TOTAL SHAREHOLDERS EQUITY |
5.13 |
Closing balance |
2,729,187 |
251,489 |
0 |
420,643 |
278,687 |
0 |
3,680,006 |
Page 13
1 - CODE |
2 DESCRIPTION |
3 9/30/2010 |
4 6/30/2010 |
1 |
Total Assets |
9,234,991 |
9,098,194 |
1.01 |
Current Assets |
5,616,585 |
5,901,703 |
1.01.01 |
Cash and cash equivalents |
1,231,143 |
1,806,384 |
1.01.01.01 |
Cash and banks |
121,494 |
144,568 |
1.01.01.02 |
Financial Investments |
976,435 |
1,500,054 |
1.01.01.03 |
Restricted credits |
133,214 |
161,761 |
1.01.02 |
Credits |
2,727,930 |
2,470,944 |
1.01.02.01 |
Trade accounts receivable |
2,727,930 |
2,470,944 |
1.01.02.01.01 |
Receivables from clients of developments |
2,643,205 |
2,391,584 |
1.01.02.01.02 |
Receivables from clients of construction and services rendered |
81,837 |
77,073 |
1.01.02.01.03 |
Other Receivables |
2,888 |
2,287 |
1.01.02.02 |
Sundry Credits |
0 |
0 |
1.01.03 |
Inventory |
1,447,266 |
1,446,760 |
1.01.03.01 |
Properties for sale |
1,447,266 |
1,446,760 |
1.01.04 |
Other |
210,246 |
177,615 |
1.01.04.01 |
Deferred selling expenses |
38,028 |
20,592 |
1.01.04.02 |
Other receivables |
155,795 |
141,740 |
1.01.04.03 |
Prepaid expenses |
16,423 |
15,283 |
1.02 |
Non Current Assets |
3,618,406 |
3,196,491 |
1.02.01 |
Long Term Assets |
3,344,894 |
2,925,681 |
1.02.01.01 |
Sundry Credits |
2,799,924 |
2,482,953 |
1.02.01.01.01 |
Receivables from clients of developments |
2,411,275 |
2,075,161 |
1.02.01.01.02 |
Properties for sale |
388,649 |
407,792 |
1.02.01.02 |
Credits with Related Parties |
0 |
0 |
1.02.01.02.01 |
Associated companies |
0 |
0 |
1.02.01.02.02 |
Subsidiaries |
0 |
0 |
1.02.01.02.03 |
Other Related Parties |
0 |
0 |
1.02.01.03 |
Other |
544,970 |
442,728 |
1.02.01.03.01 |
Deferred taxes |
367,788 |
311,693 |
1.02.01.03.02 |
Other receivables |
177,182 |
131,035 |
1.02.02 |
Permanent Assets |
273,512 |
270,810 |
1.02.02.01 |
Investments |
0 |
0 |
1.02.02.01.01 |
Interest in associated and similar companies |
0 |
0 |
1.02.02.01.02 |
Interest in Subsidiaries |
0 |
0 |
1.02.02.01.03 |
Other investments |
0 |
0 |
1.02.02.02 |
Property and equipment |
63,825 |
59,659 |
1.02.02.03 |
Intangible assets |
209,687 |
211,151 |
1.02.02.03.01 |
Goodwill on acquisition of subsidiaries |
194,207 |
194,871 |
1.02.02.03.02 |
Other intangibles |
15,480 |
16,280 |
1.02.02.04 |
Deferred charges |
0 |
0 |
Page 14
1 - CODE |
2 - DESCRIPTION |
3 9/30/2010 |
4 6/30/2010 |
2 |
Total Liabilities and Shareholders equity |
9,234,991 |
9,098,194 |
2.01 |
Current Liabilities |
2,292,498 |
2,163,821 |
2.01.01 |
Loans and Financing |
789,331 |
825,382 |
2.01.02 |
Debentures |
214,561 |
123,608 |
2.01.03 |
Suppliers |
292,444 |
244,545 |
2.01.04 |
Taxes, charges and contributions |
234,394 |
154,983 |
2.01.05 |
Dividends Payable |
52,287 |
52,287 |
2.01.06 |
Provisions |
8,001 |
6,312 |
2.01.06.01 |
Provision for contingencies |
8,001 |
6,312 |
2.01.07 |
Accounts payable to related parties |
0 |
0 |
2.01.08 |
Other |
701,480 |
756,704 |
2.01.08.01 |
Obligations for purchase of real estate and advances from customers |
460,470 |
466,078 |
2.01.08.02 |
Payroll, profit sharing and related charges |
69,693 |
73,057 |
2.01.08.03 |
Other liabilities |
171,417 |
217,569 |
2.01.08.04 |
Deferred taxes |
0 |
0 |
2.02 |
Non Current Liabilities |
3,210,922 |
3,342,644 |
2.02.01 |
Long Term Liabilities |
3,210,922 |
3,342,644 |
2.02.01.01 |
Loans and Financing |
371,843 |
352,181 |
2.02.01.02 |
Debentures |
1,551,407 |
1,748,000 |
2.02.01.03 |
Provisions |
51,185 |
52,670 |
2.02.01.03.01 |
Provisions for contingencies |
51,185 |
52,670 |
2.02.01.04 |
Accounts payable to related parties |
0 |
0 |
2.02.01.05 |
Advance for future capital increase |
0 |
0 |
2.02.01.06 |
Others |
1,236,487 |
1,189,793 |
2.02.01.06.01 |
Obligations for purchase of real estate and advances from customers |
177,412 |
176,084 |
2.02.01.06.02 |
Deferred taxes |
483,373 |
484,453 |
2.02.01.06.03 |
Other liabilities |
568,945 |
521,211 |
2.02.01.06.04 |
Negative goodwill on acquisition of subsidiaries |
6,757 |
8,045 |
2.03 |
Deferred income |
0 |
0 |
2.04 |
Minority Interests |
51,565 |
46,316 |
2.05 |
Shareholders' equity |
3,680,006 |
3,545,413 |
2.05.01 |
Paid-in capital stock |
2,727,456 |
2,711,168 |
2.05.01.01 |
Capital Stock |
2,729,187 |
2,712,899 |
2.05.01.02 |
Treasury shares |
(1,731) |
(1,731) |
2.05.02 |
Capital Reserves |
251,489 |
290,507 |
2.05.03 |
Revaluation reserves |
0 |
0 |
2.05.03.01 |
Own assets |
0 |
0 |
2.05.03.02 |
Subsidiaries/ Associated and similar Companies |
0 |
0 |
2.05.04 |
Revenue reserves |
422,374 |
381,651 |
2.05.04.01 |
Legal |
31,758 |
31,758 |
2.05.04.02 |
Statutory |
311,360 |
311,360 |
Page 15
1 - CODE |
2 - DESCRIPTION |
3 9/30/2010 |
4 6/30/2010 |
2.05.04.03 |
For Contingencies |
0 |
0 |
2.05.04.04 |
Unrealized profits |
0 |
0 |
2.05.04.05 |
Retained earnings |
79,256 |
38,533 |
2.05.04.06 |
Special reserve for undistributed dividends |
0 |
0 |
2.05.04.07 |
Other revenue reserves |
0 |
0 |
2.05.05 |
Adjustments to Assets Valuation |
0 |
0 |
2.05.05.01 |
Securities Adjustments |
0 |
0 |
2.05.05.02 |
Cumulative Translation Adjustments |
0 |
0 |
2.05.05.03 |
Business Combination Adjustments |
0 |
0 |
2.05.06 |
Retained earnings/accumulated losses |
278,687 |
162,087 |
2.05.07 |
Advances for future capital increase |
0 |
0 |
Page 16
1 - CODE |
2 - DESCRIPTION |
3 -7/1/2010 to 9/30/2010 |
4 - 1/1/2010 to 9/30/2010 |
5 -7/1/2009 to 9/30/2009 |
6 - 1/1/2009 to 9/30/2009 |
3.01 |
Gross Sales and/or Services |
1,028,530 |
2,971,267 |
915,461 |
2,214,469 |
3.01.01 |
Real estate development and sales |
1,006,102 |
2,863,544 |
872,617 |
2,129,991 |
3.01.02 |
Construction services rendered revenue |
6,435 |
27,904 |
13,265 |
30,352 |
3.01.03 |
Barter transactions revenue |
15,993 |
79,819 |
29,579 |
54,126 |
3.02 |
Gross Sales Deductions |
(71,334) |
(179,044) |
(38,360) |
(89,663) |
3.02.01 |
Taxes on sales and services |
(64,725) |
(161,272) |
(34,148) |
(80,107) |
3.02.02 |
Brokerage fee on sales |
(6,609) |
(17,772) |
(4,212) |
(9,556) |
3.03 |
Net Sales and/or Services |
957,196 |
2,792,223 |
877,101 |
2,124,806 |
3.04 |
Cost of Sales and/or Services |
(681,275) |
(1,984,154) |
(621,927) |
(1,523,640) |
3.04.01 |
Cost of Real estate development |
(665,282) |
(1,904,335) |
(592,348) |
(1,469,514) |
3.4.02 |
Barter transactions cost |
(15,993) |
(79,819) |
(29,579) |
(54,126) |
3.05 |
Gross Profit |
275,921 |
808,069 |
255,174 |
601,166 |
3.06 |
Operating Expenses/Income |
(135,642) |
(436,004) |
(141,380) |
(324,573) |
3.06.01 |
Selling Expenses |
(53,887) |
(166,321) |
(55,556) |
(153,344) |
3.06.02 |
General and Administrative |
(59,317) |
(171,860) |
(57,601) |
(172,832) |
3.06.02.01 |
Profit sharing |
(6,539) |
(19,118) |
(8,975) |
(17,722) |
3.06.02.02 |
Stock option plan expenses |
(3,075) |
(8,842) |
(2,749) |
(15,062) |
3.06.02.03 |
Other Administrative Expenses |
(49,703) |
(143,900) |
(45,877) |
(140,048) |
3.06.03 |
Financial |
(11,928) |
(59,107) |
(31,008) |
(52,937) |
3.06.03.01 |
Financial income |
36,417 |
101,275 |
33,104 |
106,399 |
3.06.03.02 |
Financial Expenses |
(48,345) |
(160,382) |
(64,112) |
(159,336) |
3.06.04 |
Other operating income |
0 |
0 |
52,600 |
157,800 |
3.06.04.01 |
Gain on partial sale of Fit Residential negative goodwill amortize |
0 |
0 |
52,600 |
157,800 |
3.06.05 |
Other operating expenses |
(10,510) |
(38,716) |
(49,815) |
(103,260) |
3.06.05.01 |
Depreciation and Amortization |
(9,593) |
(29,975) |
(12,891) |
(31,174) |
3.06.05.02 |
Negative goodwill amortization |
1,288 |
2,651 |
3,107 |
7,008 |
Page 17
1 - CODE |
2 - DESCRIPTION |
3 -7/1/2010 to 9/30/2010 |
4 - 1/1/2010 to 9/30/2010 |
5 -7/1/2009 to 9/30/2009 |
6 - 1/1/2009 to 9/30/2009 |
3.06.05.03 |
Other Operating expenses |
(2,205) |
(11,392) |
(40,031) |
(79,094) |
3.06.06 |
Equity in results of investees |
0 |
0 |
0 |
0 |
3.07 |
Total operating profit |
140,279 |
372,065 |
113,794 |
276,593 |
3.08 |
Total non-operating (income) expenses, net |
0 |
0 |
0 |
0 |
3.8.01 |
Income |
0 |
0 |
0 |
0 |
3.08.02 |
Expenses |
0 |
0 |
0 |
0 |
3.09 |
Profit before taxes/profit sharing |
140,279 |
372,065 |
113,794 |
276,593 |
3.10 |
Provision for income tax and social contribution |
(9,661) |
(27,384) |
(4,828) |
(15,659) |
3.11 |
Deferred Income Tax |
(823) |
(27,649) |
(23,142) |
(49,245) |
3.12 |
Statutory Profit Sharing/Contributions |
0 |
0 |
0 |
0 |
3.12.01 |
Profit Sharing |
0 |
0 |
0 |
0 |
3.12.02 |
Contributions |
0 |
0 |
0 |
0 |
3.13 |
Reversal of interest attributed to shareholders equity |
0 |
0 |
0 |
0 |
3.14 |
Minority interest |
(13,195) |
(38,345) |
(22,107) |
(53,471) |
3.15 |
Net income for the Period |
116,600 |
278,687 |
63,717 |
158,218 |
|
NUMBER OF SHARES OUTSTANDING EXCLUDING TREASURY SHARES (in thousands) |
430,909 |
430,909 |
130,508 |
130,508 |
|
EARNINGS PER SHARE (Reais) |
0.27059 |
0.64674 |
0.48822 |
1.21232 |
|
LOSS PER SHARE (Reais) |
|
|
|
|
Page 18
1 - CODE |
2 DESCRIPTION |
3 -7/1/2010 to 9/30/2010 |
4 - 1/1/2010 to 9/30/2010 |
5 -7/1/2009 to 9/30/2009 |
6 - 1/1/2009 to 9/30/2009 |
4.01 |
Net cash from operating activities |
(452,196) |
(940,694) |
(194,493) |
(445,917) |
4.01.01 |
Cash generated in the operations |
166,130 |
495,743 |
148,416 |
336,622 |
4.01.01.01 |
Net Income for the period |
116,600 |
278,687 |
63,717 |
158,218 |
4.01.01.02 |
Stock options expenses |
3,075 |
8,842 |
2,749 |
15,062 |
4.01.01.03 |
Gain on sale of investments |
0 |
0 |
(52,600) |
(157,800) |
4.01.01.04 |
Unrealized interest and finance charges, net |
62,805 |
154,835 |
39,719 |
123,347 |
4.01.01.05 |
Deferred taxes |
(57,176) |
(18,892) |
23,142 |
49,245 |
4.01.01.06 |
Depreciation and amortization |
9,593 |
29,975 |
12,894 |
30,190 |
4.01.01.07 |
Amortization of negative goodwill |
(1,288) |
(2,651) |
(3,107) |
(6,021) |
4.01.01.08 |
Disposal of fixed asset |
0 |
(331) |
271 |
4,980 |
4.01.01.09 |
Provision for contingencies |
15,462 |
21,438 |
39,171 |
62,610 |
4.01.01.10 |
Warranty provision |
5,272 |
11,590 |
1,255 |
5,084 |
4.01.01.11 |
Profit sharing provision |
6,538 |
19,118 |
6,612 |
11,788 |
4.01.01.12 |
Allowance for doubtful accounts |
0 |
114 |
0 |
0 |
4.01.01.13 |
Minority interest |
5,249 |
(6,982) |
14,593 |
39,919 |
4.01.02 |
Variation in Assets and Liabilities |
(618,326) |
(1,436,437) |
(342,909) |
(782,539) |
4.01.02.01 |
Trade accounts receivable |
(593,100) |
(1,362,674) |
(467,084) |
(1,261,865) |
4.01.02.02 |
Properties for sale |
18,636 |
(87,459) |
27,494 |
266,545 |
4.01.02.03 |
Other Receivables |
(61,342) |
(159,317) |
(82,314) |
57,759 |
4.01.02.04 |
Deferred selling expenses |
(17,436) |
(31,395) |
6,032 |
223 |
4.01.02.05 |
Prepaid expenses |
0 |
0 |
8,576 |
8,889 |
4.01.02.06 |
Suppliers |
47,899 |
98,113 |
38,601 |
81,602 |
4.01.02.07 |
Obligations for purchase of real estate and adv. from customers |
(4,279) |
16,072 |
4,754 |
(22,842) |
4.01.02.08 |
Taxes, charges and contributions |
83,933 |
96,217 |
24,138 |
31,595 |
4.01.02.09 |
Payroll, profit sharing and related charges |
(10,000) |
(10,840) |
(16,562) |
19,730 |
4.01.02.10 |
Other accounts payable |
(82,637) |
4,846 |
113,456 |
35,825 |
Page 19
1 - CODE |
2 DESCRIPTION |
3 -7/1/2010 to 9/30/2010 |
4 - 1/1/2010 to 9/30/2010 |
5 -7/1/2009 to 9/30/2009 |
6 - 1/1/2009 to 9/30/2009 |
4.01.03 |
Others |
0 |
0 |
0 |
0 |
4.02 |
Net cash from investments activities |
(1,814) |
(525,137) |
(29,344) |
(109,408) |
4.02.01 |
Purchase of property and equipment and intangible assets |
(11,008) |
(39,343) |
(19,120) |
(34,999) |
4.02.02 |
Restricted cash in guarantee to loans |
9,194 |
(485,794) |
(10,224) |
(74,409) |
4.03 |
Net cash from financing activities |
(112,038) |
787,126 |
256,988 |
975,101 |
4.03.01 |
Capital increase |
16,288 |
1,101,912 |
1,319 |
4,381 |
4.03.02 |
Loans and financing obtained |
272,118 |
512,508 |
436,560 |
1,418,227 |
4.03.03 |
Repayment of loans and financing |
(456,951) |
(862,334) |
(187,307) |
(567,655) |
4.03.04 |
Assignment of credits receivable, net |
19,785 |
39,772 |
15,214 |
860 |
4.03.05 |
Proceeds from subscription of redeemable equity interest in securitization fund |
(4,000) |
(17,982) |
(8,798) |
49,973 |
4.03.06 |
CCI assignment of credits receivable |
0 |
0 |
0 |
69,315 |
4.03.07 |
Public offering expenses and deferred taxes |
0 |
(50,410) |
0 |
0 |
4.03.08 |
Capital reserve |
40,722 |
63,660 |
0 |
0 |
4.04 |
Foreign Exchange Variation on Cash and Cash Equivalents |
0 |
0 |
0 |
0 |
4.05 |
Net increase (decrease) of Cash and Cash Equivalents |
(566,048) |
(678,705) |
33,151 |
419,776 |
4.05.01 |
Cash at the beginning of the period |
1,136,765 |
1,249,422 |
915,199 |
528,574 |
4.05.02 |
Cash at the end of the period |
570,717 |
570,717 |
948,350 |
948,350 |
Page 20
1 - CODE |
2 DESCRIPTION |
3 CAPITAL STOCK |
4 CAPITAL RESERVES |
5 - REVALUATION RESERVES |
6 - REVENUE RESERVES |
7 - RETAINED EARNINGS/ ACCUMULATED DEFICIT |
8 ADJUSTMENTS TO ASSETS VALUATION |
9 - TOTAL SHAREHOLDERS EQUITY |
5.01 |
Opening balance |
2,712,899 |
290,507 |
0 |
379,920 |
162,087 |
0 |
3,545,413 |
5.02 |
Prior-years adjustments |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.03 |
Adjusted balance |
2,712,899 |
290,507 |
0 |
379,920 |
162,087 |
0 |
3,545,413 |
5.04 |
Net Income/Loss for the period |
0 |
0 |
0 |
0 |
116,600 |
0 |
116,600 |
5.05 |
Allocations |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.05.01 |
Dividends |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.05.02 |
Interest on own capital |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.05.03 |
Other Allocations |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.06 |
Realization of revenue reserves |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.07 |
Adjustments to assets valuation |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.07.01 |
Securities adjustments |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.07.02 |
Cumulative Translation adjustments |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.07.03 |
Business Combination Adjustments |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.08 |
Increase/decrease in capital stock |
16,288 |
0 |
0 |
0 |
0 |
0 |
16,288 |
5.08.01 |
Exercise of stock options |
16,288 |
0 |
0 |
0 |
0 |
0 |
16,288 |
5.09 |
Increase in capital reserves |
0 |
(39,018) |
0 |
40,723 |
0 |
0 |
1,705 |
5.09.01 |
Stock options program |
0 |
1,705 |
0 |
0 |
0 |
0 |
1,705 |
5.09.02 |
Stock options program Tenda |
0 |
11,035 |
0 |
(11,035) |
0 |
0 |
0 |
5.09.03 |
Stock options program - realization |
0 |
(51,758) |
0 |
51,758 |
0 |
0 |
0 |
5.10 |
Treasury Shares |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.11 |
Other Capital Transactions |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.12 |
Others |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.13 |
Closing balance |
2,729,187 |
251,489 |
0 |
420,643 |
278,687 |
0 |
3,680,006 |
Page 21
1 - CODE |
2 DESCRIPTION |
3 CAPITAL STOCK |
4 CAPITAL RESERVES |
5 - REVALUATION RESERVES |
6 - REVENUE RESERVES |
7 - RETAINED EARNINGS/ ACCUMULATED DEFICIT |
8 ADJUSTMENTS TO ASSETS VALUATION |
9 - TOTAL SHAREHOLDERS EQUITY |
5.01 |
Opening balance |
1,627,275 |
318,439 |
0 |
379,920 |
0 |
0 |
2,325,634 |
5.02 |
Prior-years adjustments |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.03 |
Adjusted balance |
1,627,275 |
318,439 |
0 |
379,920 |
0 |
0 |
2,325,634 |
5.04 |
Net Income/Loss for the period |
0 |
0 |
0 |
0 |
278,687 |
0 |
278,687 |
5.05 |
Allocations |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.05.01 |
Dividends |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.05.02 |
Interest on own capital |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.05.03 |
Other Allocations |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.06 |
Realization of revenue reserves |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.07 |
Adjustments to assets valuation |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.07.01 |
Securities adjustments |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.07.02 |
Cumulative Translation adjustments |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.07.03 |
Business Combination Adjustments |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.08 |
Increase/decrease in capital stock |
1,101,912 |
0 |
0 |
0 |
0 |
0 |
1,101,912 |
5.08.01 |
Public offering |
1,063,750 |
0 |
0 |
0 |
0 |
0 |
1,063,750 |
5.08.02 |
Exercise of stock options |
17,879 |
0 |
0 |
0 |
0 |
0 |
17,879 |
5.08.03 |
Shertis shares subscription |
20,283 |
0 |
0 |
0 |
0 |
0 |
20,283 |
5.09 |
Increase in capital reserves |
0 |
(66,950) |
0 |
40,723 |
0 |
0 |
(26,227) |
5.09.01 |
Public offering expenses |
0 |
(33,271) |
0 |
0 |
0 |
0 |
(33,271) |
5.09.02 |
Stock options program |
0 |
5,424 |
0 |
0 |
0 |
0 |
5,424 |
5.09.03 |
Shertis shares subscription |
0 |
1,620 |
0 |
0 |
0 |
0 |
1,620 |
5.09.04 |
Stock options program Tenda |
0 |
11,035 |
0 |
(11,035) |
0 |
0 |
0 |
5.09.05 |
Stock options program - realization |
0 |
(51,758) |
0 |
51,758 |
0 |
0 |
0 |
5.10 |
Treasury Shares |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.11 |
Other Capital Transactions |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
Page 22
1 - CODE |
2 DESCRIPTION |
3 CAPITAL STOCK |
4 CAPITAL RESERVES |
5 - REVALUATION RESERVES |
6 - REVENUE RESERVES |
7 - RETAINED EARNINGS/ ACCUMULATED DEFICIT |
8 ADJUSTMENTS TO ASSETS VALUATION |
9 - TOTAL SHAREHOLDERS EQUITY |
5.12 |
Others |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
5.13 |
Closing balance |
2,729,187 |
251,489 |
0 |
420,643 |
278,087 |
0 |
3,680,006 |
Page 23
(A free translation of the original in Portuguese)
FEDERAL GOVERNMENT SERVICE |
(Unaudited) Corporate Legislation BASE DATE - 09/30/2010 |
01610-1
GAFISA S/A
01.545.826/0001-07
06.01 NOTES TO THE QUARTERLY INFORMATION
Notes to quarterly information (parent company and consolidated) as of September 30, 2010
(Amounts in thousands of Brazilian Reais, unless otherwise stated)
1. Operations
Gafisa S.A. and its subsidiaries (collectively, the Company) started its commercial operations in 1997 with the objectives of: (a) promoting and managing all forms of real estate ventures on its own behalf or for third parties; (b) purchasing, selling and negotiating real estate properties in general, including provision of financing to real estate clients; (c) carrying out civil construction and civil engineering services; (d) developing and implementing marketing strategies related to its own or third party real estate ventures; and (e) investing in other Brazilian or foreign companies which have similar objectives as the Company's.
The Company forms jointly-controlled ventures (Special Purpose Entities - SPEs) and participates in consortia and condominiums with third parties as a means of meeting its objectives. The controlled entities share the structure and corporate, managerial and operating costs with the Company.
On June 29, 2009, Gafisa S.A. and Construtora Tenda S.A. entered into a Private Instrument for Assignment and Transfer of Quotas and Other Covenants, in which Gafisa assigns and transfers to Tenda 41,341,895 quotas of Cotia1 Empreendimento Imobiliário for the net book value of R$ 41,342 (Note 7). On December 30, 2009, the shareholders of Gafisa and Tenda approved the merger by Gafisa of total shares outstanding issued by Tenda. Because of the merger, Tenda became a wholly-owned subsidiary of Gafisa, and its shareholders received shares of Gafisa in exchange for their shares of Tenda at the ratio of 0.205 shares of Gafisa to one share of Tenda, as negotiated between Gafisa and the Independent Committee of Tenda, both parties having been advised by independent expert companies. In view of the exchange ratio, 32,889,563 common shares were issued for the total issue price of R$ 448,844 (Note 8).
On February 22, 2010, the split of our common shares was approved in the ratio of one existing share to two newly-issued shares, thus increasing the number of shares from 167,077,137 to 334,154,274.
In March 2010, the Company completed an initial public offering of common shares, resulting in a capital increase of R$ 1,063,750 with the issue of 85,100,000 shares, comprising 46,634,420 shares in Brazil and 38,465,680 ADSs.
In May 2010, the Company approved the merger of the total amount of shares issued by Shertis Empreendimentos e Participações S.A., which main asset comprises 20% of the capital stock of Alphaville Urbanismo S.A. (AUSA). The Merger of Shares has the purpose of making viable the implementation of the
Page 24
Second Phase of the schedule for investment planned in the Investment Agreement and other Covenants, signed between the Company and Alphaville Participações S.A. (Alphapar) on October 2, 2006, thus increasing the interest of Gafisa in the capital stock of AUSA to 80%. As a result of the Merger of Shares, Shertis was converted into a wholly-owned subsidiary of Gafisa, with the issue of 9,797,792 new common shares to Alphapar, former shareholder of Shertis, thus resulting in an increase in capital amounting to R$ 20,283 (Note 15).
2. Presentation of the Quarterly Information
The quarterly information was approved by the Board of Directors in their meeting held on November 9, 2010.
The quarterly information (ITR) was prepared and is being presented in accordance with the accounting practices adopted in Brazil, which take into consideration the provisions contained in the Brazilian Corporate Law Law No. 6,404/76, amended by Laws Nos. 11,638/07 and 11,941/09, the rules set out by the Brazilian Securities Commission (CVM), the Pronouncement, Guidance and Interpretation issued by the Accounting Pronouncements Committee (CPC), approved by the proper authorities, effective through December 31, 2009.
Over 2009 the Accounting Pronouncements Committee (CPC) issued several pronouncements which implementation was required for 2010. On November 10, 2009, the CVM issued Resolution No. 603, amended by Resolution No. 626, which provides for the presentation of Quarterly Information Forms (ITR) for 2010 and the early adoption of the accounting standards that shall be effective from 2010. These Resolutions permitted public companies to present their Quarterly Information during 2010 according to the accounting standards effective until December 31, 2009.
As mentioned above, the Company prepared its Quarterly Information in accordance with the accounting practices effective on December 31, 2009, therefore, at the time it prepares the financial statements for the year ending December 31, 2010, it will present again the Quarterly Information for 2010.
The Company is in the phase of analyzing the estimates for the potential effects produced by the changes introduced by the new pronouncements on its financial statements and decided not to include any change in the Quarterly Information at September 30 and June 30, 2010, in view of the complexity of and difficulty in measuring and quantifying the effects produced by the changes in the accounting practices applicable to its business. The Company is also discussing this matter with the other companies of the segment aiming at improving its understanding about its applicability in the segment and the Brazilian scenario, and arrived at the understanding that at present it is not possible to determine the effects of such changes on the shareholders equity and results for the quarter and nine-month period ended September 30, 2010.
Page 25
The main effects expected from the adoption of these new pronouncements are as follows:
· Revenue from sale of real estate and Costs of real estate: recognize in income statement when the title, risks and benefits are transferred to the real estate buyer (usually after the completion of the construction and upon the delivery of the real estate keys), and recognize the cost in income statement proportionally to the units sold taking into consideration the same criterion on recognition of revenue from sale of real estate.
· Business combinations: sets out the accounting treatment for business combinations regarding the recognition and measurement of acquired assets and assumed liabilities, goodwill based on future economic benefits, and minimum information to be disclosed by the Company in these transactions.
· Construction contracts: sets out the accounting treatment for revenue and costs associated with construction contracts.
· Investments in associates: sets out how to record investments in associates in the individual and consolidated financial statements of the investor and subsidiaries in the financial statements of the parent company.
· Interests in joint venture: sets out how to record interest in joint ventures and how to disclose assets, liabilities, income and expenses of these ventures in the financial statements of investors.
· Definition of principles for recognition, measurement and disclosure of financial instruments and requirements for disclosing information on financial instruments.
· Investment property: sets out the accounting treatment for investment property and respective reporting requirements.
· Non-current assets held for sale and operations: sets out the accounting for non-current assets held for sale (on sale) and the presentation and disclosure of discontinued operations.
3. Significant accounting practices adopted in the preparation of the quarterly information
a) Accounting estimates
The preparation of the quarterly information in accordance with the accounting practices adopted in Brazil requires the Companys management to make judgments to determine and record accounting estimates. Assets and liabilities affected by estimates and assumptions include the residual value of property and equipment, provision for impairment, allowance for doubtful accounts, deferred tax assets, provision for contingencies and measurement of financial instruments. The settlement of transactions involving these estimates may result in amounts different from those estimated in view of the inaccuracies inherent in the process for determining them. The Company review estimates and assumptions at least annually.
Page 26
b) Recognition of results
(i) Real estate development and sales
Revenues, as well as costs and expenses directly related to real estate development units sold and not yet finished, are recognized over the course of the construction period and the following procedures are adopted:
(a) For completed units, the result is recognized when the sale is made, with the transfer of significant risks and rights, regardless of the receipt of the contractual amount, provided that the following conditions are met: (a) the result is determinable, that is, the collectibility of the sale price is reasonably assured or the amount that will not be collected can be estimated, and (b) the earnings process is virtually complete, that is, the Company is not obliged to perform significant activities after the sale to earn the profit. The collectibility of the sales price is demonstrated by the client's commitment to pay, which in turn is supported by initial and continuing investment.
(b) In the sales of unfinished units, the following procedures and rules were observed:
§ The incurred cost (including the costs related to land, and other expenditures directly related to increase inventories) corresponding to the units sold is fully appropriated to the result.
§ The percentage of incurred cost (including costs related to land) is measured in relation to total estimated cost, and this percentage is applied on the revenues from units sold, determined in accordance with the terms established in the sales contracts, thus determining the amount of revenues and selling expenses to be recognized in direct proportion to cost.
§ Any amount of revenues recognized that exceeds the amount received from clients is recorded as current or non-current assets. Any amount received in connection with the sale of units that exceeds the amount of revenues recognized is recorded as "Obligations for purchase of land and advances from clients".
§ Interest and inflation-indexation charges on accounts receivable as from the time the client takes possession of the property, as well as the adjustment to present value of accounts receivable, are appropriated to the result from the development and sale of real estate using the accrual basis of accounting pro rata basis.
§ The financial charges on accounts payable for acquisition of land and those directly associated with the financing of construction are recorded in inventories of properties for sale, and appropriated to the incurred cost of finished units, following the same criteria for appropriation of real estate development cost of units under construction sold.
The taxes on the difference between the revenues from real estate development and the accumulated revenues subject to tax are calculated and recognized when the difference in revenues is recognized.
The other advertising and publicity expenses are appropriated to results as they are incurred represented by media insertion using the accrual basis of accounting.
Page 27
(ii) Construction services
Revenues from real estate services are recognized as services are rendered, and consist primarily of amounts received in connection with construction management activities for third parties, technical management and management of real estate.
(iii) Barter transactions
In barter transactions of land in exchange for units, the value of land acquired by the Company is calculated based on the fair value of real estate units to be delivered. The fair value is recorded in inventories of Properties for sale against liabilities for Advances from clients, at the time the barter agreement is signed, provided that the real estate development recording is obtained. Revenues and costs incurred from barter transactions are appropriated to income over the course of construction period of the projects, as described in item (b).
c) Financial instruments
Financial instruments are recognized only from the date the Company becomes a party to the contract provisions of financial instruments, which include financial investments, accounts receivable and other receivables, cash and cash equivalents, loans and financing, as well as accounts payable and other debts. Financial instruments that are not recognized at fair value through income are added by any directly attributable transactions costs.
After the initial recognition, financial instruments are measured as described below:
(i) Financial instruments at fair value through income
A financial instrument is classified into fair value through income if held for trading, that is, designated as such when initially recognized. Financial instruments are designated at fair value through income if the Company manages these investments and makes decisions on purchase and sale based on their fair value according to the strategy of investment and risk management documented by the Company. After initial recognition, attributable transaction costs are recognized in income when incurred. Financial instruments at fair value through income are measured at fair value, and their fluctuations are recognized in income.
(ii) Loans and receivables
Loans and receivables are measured at cost amortized using the method of effective interest rate, reduced by possible impairment.
Page 28
d) Cash and cash equivalents
Consist primarily of bank certificates of deposit and investment funds, denominated in reais, having a ready market and original maturity of 90 days or less or in regard to which there are no penalties or other restrictions for early redemption. Most of financial investments are classified into the category financial assets at fair value through income.
Investment funds in which the Company is the sole owner are fully consolidated.
e) Receivables from clients
These are stated at cost plus accrued interest and indexation adjustments, net of adjustment to present value. The allowance for doubtful accounts arising from the provision of services, when applicable, is set up by the Companys management when there is no expectation of realization. In relation to receivables from development, the allowance for doubtful accounts is set up at an amount considered sufficient by Management to cover estimated losses on realization of credits that do not have general guarantee.
The installments due are indexed based on the National Civil Construction Index (INCC) during the construction phase, and based on the General Market Prices Index (IGP-M) and interest, after delivery of the units. For accounts receivable due of sale of units, the understanding of Management is that there is no need of setting up an allowance because it has general guarantee and the prices of units are above their book value, except for those related to the subsidiary Tenda.
f) Certificates of real estate receivables (CRI)
The Company assigns receivables for the securitization and issuance of mortgage-backed securities ("CRI"). When this assignment does not involve right of recourse, it is recorded as a reduction of accounts receivable. When the transaction involves recourse against the Company, the accounts receivable sold is maintained on the balance sheet. The financial guarantees, when a participation is acquired (subordinated CRI) and maintained to secure the receivables that were assigned, are recorded in the balance sheet in non-current receivables at fair value.
g) Investment Fund of Receivables ("FIDC) and Real estate credit certificate (CCI)
The Company consolidates Investment Funds of Receivables (FIDC) in which it holds subordinated quotas, subscribed and paid in by the Company in receivables.
Pursuant to CVM Instruction No. 408, the consolidation by the Company of FDIC arises from the evaluation of the underlying and economic reality of these investments, considering, among others: (a) whether the Company still have
Page 29
control over the assigned receivables, (b) whether it still retains any right in relation to assigned receivables, (c) whether it still bears the risks and responsibilities for the assigned receivables, and (d) whether the Company fundamentally or usually pledges guarantees to FIDC investors in relation to the expected receipts and interests, even informally.
When consolidating the FIDC in its quarterly information, the Company discloses the receivables in the group of accounts of receivables from clients and the FIDC net worth is reflected in other accounts payable, the balance of subordinated quotas held by the Company being eliminated in this consolidation process.
The financial costs of these transactions are appropriated on pro rata basis in the adequate heading of financial expenses.
The Company carries out the assignment and/or securitization of receivables related to credits of statutory lien on completed real estate ventures. This securitization is carried out upon the issuance of the real estate credit certificate (CCI), which is assigned to financial institutions that grant credit. The funds from assignment are classified in the heading other accounts payable, until certificates are settled by clients.
h) Properties for sale
Land is stated at cost of acquisition. Land is recorded only after the deed of property is registered. The Company also acquires land through barter transactions where, in exchange for the land acquired, it undertakes to deliver (a) real estate units under development or (b) part of the sales revenues originating from the sale of the real estate units. Land acquired through barter transaction is stated at fair value.
Properties are stated at construction cost, which does not exceed the net realizable value. In the case of real estate developments in progress, the portion in inventories corresponds to the cost incurred for units that have not yet been sold. The incurred cost comprises construction (materials, own or outsourced labor, and other related items), expenses for regularizing lands and ventures, and financial charges appropriated to the development as incurred during the construction phase.
When the cost of construction of properties for sale exceeds the expected cash flow from sales, once completed or still under construction, an impairment charge is recognized in the period when the book value is considered no longer to be recoverable.
Properties for sale are reviewed to evaluate the recovery of the book value of each real estate development when events or changes in macroeconomic scenarios indicate that the book value may not be recoverable. If the book value of a real estate development is not recoverable, compared to its realizable value through expected cash flows, a provision is recorded.
Page 30
The Company capitalizes interest on developments during the construction phase, arising from the National Housing System and other credit lines that are used for financing the construction of developments (limited to the corresponding financial expense amount), which are recognized in income in the proportion to units sold, the same criterion for other costs.
i) Deferred selling expenses
Brokerage expenditures are recorded in results following the same percentage-of-completion criteria adopted for the recognition of revenues. The charges related to sales commission of the buyer are not recognized as revenue or expense of the Company.
j) Warranty provision
The Company and its subsidiaries record a provision to cover expenditures for repairing construction defects covered during the warranty period, except for the subsidiaries that operate with outsourced companies, which are the own guarantors of the constructions services provided. The warranty period is five years from the delivery of the unit.
k) Prepaid expenses
These are taken to income in the period to which they relate.
l) Property and equipment
Recorded at cost. Depreciation is calculated based on the straight-line method considering the estimated useful life of the assets, as follows:
(i) Vehicles 5 years;
(ii) Office equipment and other installations 10 years;
(iii) Sales stands, facilities, model apartments and related furnishings - 1 year.
Expenditures incurred for the construction of sales stands, facilities, model apartments and related furnishings are capitalized as Property and equipment. Depreciation of these assets commences upon launch of the development and is recorded over the average term of one year and subject to periodical analysis of asset impairment.
m) Intangible assets
Intangible assets relate to the acquisition and development of computer systems and software licenses, recorded at acquisition cost, and are amortized over a period of up to five years.
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n) Goodwill and negative goodwill on the acquisition of investments
The Companys investments in subsidiaries include goodwill when the acquisition cost exceeds the book value of net tangible assets of the acquired subsidiary and negative goodwill when the acquisition cost is lower.
Up to December 31, 2008, the goodwill is amortized in accordance with the underlying economic basis which considers factors such as the land bank, the ability to generate results from developments launched and/or to be launched and other inherent factors. From January 1, 2009 goodwill is no longer amortized in results for the period.
The Company annually evaluates at the balance sheet date whether there are any indications of permanent loss and potential adjustments to measure the residual portion not amortized of recorded goodwill, and records an impairment provision, if required, to adjust the carrying value of goodwill to recoverable amounts or to realizable values. If the book value exceeds the recoverable amount, the amount thereof is reduced.
Goodwill that cannot be justified economically is immediately charged to results for the year.
Negative goodwill that is justified economically is appropriated to results at the extent the assets which originated it are realized. Negative goodwill that is not justified economically is recognized in results only upon disposal of the investment.
o) Investments in subsidiaries and joint-controlled investees
If the Company holds more than half of the voting capital of another company, the latter is considered a subsidiary and is consolidated. In situations where shareholder agreements grant the other party veto rights affecting the Company's business decisions with regards to its subsidiary, such affiliates are considered to be jointly-controlled companies and are recorded on the equity method.
Cumulative movements after acquisitions are adjusted in cost of investment. Unrealized gains or transactions between Gafisa S.A. and its affiliates and subsidiary companies are eliminated in proportion to the Gafisa S.A.'s interest; unrealized losses are also eliminated, unless the transaction provides evidence of impairment of the asset transferred.
When the Company's interest in the losses of subsidiaries is equal to or higher than the amount invested, the Company recognizes the residual portion of the net capital deficiency since it assumes obligations to make payments on behalf of these companies or for advances for future capital increase.
The accounting practices of acquired subsidiaries are aligned with those of the parent company, in order to ensure consistency with the practices adopted by the Company.
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p) Obligations for purchase of land and advances from clients due to barter transactions
These are contractual obligations established for purchases of land in inventory (Property for sale) which are stated at amortized cost plus interest and charges proportional to the period (pro rata basis), when applicable, net of adjustment to present value.
The obligations related to barter transactions of land in exchange for real estate units are stated at fair value, as advances from clients.
q) Taxes on income
Taxes on income in Brazil comprise Federal income tax (25%) and social contribution (9%), as recorded in the statutory accounting records, the composite statutory rate being 34%, adjusted based on the history of payment and expectation about the realization of temporary differences in companies on the taxable income regime. Deferred taxes are provided on all temporary tax differences.
As permitted by tax legislation, certain subsidiaries and jointly-controlled companies, the annual billings of which were lower than a specified amount, opted for the presumed profit regime. For these companies, the income tax basis is calculated at the rate of 8% on gross revenues plus financial income and for the social contribution basis at 12% on gross revenues plus financial income, upon which the income tax and social contribution rates, 25% and 9%, respectively, are applied. The deferred tax assets are recognized to the extent that future taxable income is expected to be available to be used to offset temporary differences based on the budgeted future results prepared based on internal assumptions. New circumstances and economic scenarios may change the estimates, as approved by the Management bodies.
Deferred tax assets arising from net operating losses have no expiration dates, though offset is restricted to 30% of annual taxable income. Taxable entities on the presumed profit regime cannot offset prior year losses against tax payable.
In the event realization of deferred tax assets is not considered to be probable, no amount is recorded (Note 16).
r) Other current and non-current liabilities
These liabilities are stated on the accrual basis at their known or estimated amounts, plus, when applicable, the corresponding charges and inflation-indexed variations through the balance sheet date, which contra-entry is included in income for the year. When applicable, current and non-current liabilities are recorded at present value based on interest rates that reflect the term, currency and risk of each transaction.
The liability for future compensation of employee vacations earned is fully accrued.
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Gafisa S.A. and its subsidiaries do not offer private pension plans or retirement plan or other post-employment benefits to employees.
s) Stock option plan
As approved by its Board of Directors, the Company offers to its selected executives share-based compensation plans ("Stock Options).
The fair value of services received from the plan participants, in exchange for options, is determined in relation to the fair value of shares, on the grant date of each plan, and recognized as expense as contra-entry to shareholders equity at the extent service is rendered.
t) Profit sharing program for employees and officers
The Company provides for the distribution of profit sharing benefits and bonuses to employees recognized in results in General and administrative expenses.
The bonus systems operate on a three-tier performance-based structure in which the corporate efficiency targets as approved by the Board of Directors must first be achieved, followed by targets for the business units and finally individual performance targets.
u) Present value adjustment
The assets and liabilities arising from long or short-term transactions, if they had a significant effect, were adjusted to present value.
In installment sales of unfinished units, real estate development entities have receivables formed prior to delivery of the units which does not accrue interest, were discounted to present value. The reversal of the adjustment to present value, considering that an important part of the Companys activities is to finance its customers, was made as a contra-entry to the real estate development revenue group itself, consistent with the interest accrued on the portion of accounts receivable related to the after the keys period
The financial charges of funds used in the construction and finance of real estate ventures shall be capitalized. As interest from funds used to finance the acquisition of land for development and construction is capitalized, the accretion of the present value adjustment arising from the obligation is recorded in Real estate development operating costs or against inventories of Properties for sale, as the case may be, until the construction phase of the venture is completed.
Accordingly, certain asset and liability items are adjusted to present value based on discount rates that reflect management's best estimate of the value of money over time and the specific risks of the asset and the liability.
The applied discount rates underlying economic basis and assumption is the average rate of the financing and loans obtained by the Company, net of the inflation-index effect of IGP-M (Note 5).
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v) Test for impairment
Management reviews at least annually, at the balance sheet closing date, the carrying value of assets with the objective of evaluating events or changes in economic and operational circumstances that may indicate impairment or reduction in their recoverable amounts. When such evidences are identified, the carrying amount is higher than the recoverable one, a provision for impairment is set up, adjusting the carrying to the recoverable amount. Goodwill and intangible assets with indefinite useful lives have the recovery of their amounts tested annually, whether there is indication of reduction in value or not, by comparing the realization value measured through expected cash flows for the following five years.
w) Debenture and share issuance expenses
Transaction costs and premiums on issuance of securities, as well as share issuance expenses are accounted for as a direct reduction of the amount raised by the Company. In addition, transaction costs and premiums on issuance of debt securities are amortized over the terms of the security and the balance is presented net of issuance expenses (Note 11).
x) Contingent assets and liabilities and legal obligations
The accounting practices to record and disclose contingent assets and liabilities and legal obligations are as follows: (i) Contingent assets are recognized only when there are general guarantees or final and unappealable favorable court decisions. Contingent assets which depend on probable successful lawsuits are only disclosed in a Note to the quarterly information; and (ii) Contingent liabilities are accrued when losses are considered probable and the involved amounts are reasonably measurable. Contingent liabilities which losses are considered possible are only disclosed in a Note to financial statements, and those which losses are considered remote are not accrued nor disclosed.
y) Earnings per share
Earnings per share are calculated based on the number of shares outstanding at the balance sheet dates
z) Consolidated quarterly information
The consolidated quarterly information of the Company, which include the quarterly information indicated in Note 8, were prepared in accordance with the applicable consolidation practices and legal provisions. Accordingly, intercompany balances, accounts, income and expenses, and unrealized earnings were eliminated. The jointly-controlled investees are consolidated in proportion to the interest held by the parent company.
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4. Cash and cash equivalents
Parent company | Consolidated | |||
09/30/2010 | 06/30/2010 | 09/30/2010 | 06/30/2010 | |
Cash and cash equivalents | 16,137 | 58,552 | 121,494 | 144,568 |
Cash and banks | ||||
Cash equivalents |
||||
Investment funds |
97,433 | 500,833 | 165,580 | 670,458 |
Securities purchased under agreement to rese |
79,663 | 117,159 | 104,578 | 208,440 |
Bank Certificates of Deposits - CDBs |
71,161 | 66,696 | 145,742 | 88,731 |
Other |
16,500 | 13,295 | 33,325 | 24,568 |
Total cash and cash equivalents | 280,894 | 756,535 | 570,718 | 1,136,765 |
Restricted cash in guarantee of loans (a) | 426,987 | 390,824 | 527,211 | 507,858 |
Total financial investments | 691,744 | 1,088,807 | 976,435 | 1,500,055 |
Restricted credits (b) | - | - | 133,214 | 161,761 |
Total cash and cash equivalents | 707,881 | 1,147,359 | 1,231,143 | 1,806,384 |
(a) Restricted cash in guarantee of loans related to ventures and cleared according to the progress of works and sales.
(b) Transfer from clients which the Company expects to receive in up to 90 days.
At September 30, 2010, Bank Deposit Certificates CDBs include earned interest from 98.5% to 105% (June 30, 2010 98.75% to 105%) of Interbank Deposit Certificate CDI. Securities purchased under agreement to resell include earned interest from 98% to 104% (June 30, 2010 98% to 104%) of CDI. Both investments are made in first class financial institutions.
During the quarter ended September 30, 2010, the Company acquired 22,000 Additional Construction Potential Certificates (CEPACs) in the Seventh Session of the Fourth Public Auction conducted by the Municipal Government of São Paulo, related to the consortium of Água Espraiada urban operation, totaling R$16,500. At September 30, 2010, the CEPACs, recorded in the heading Other, have immediate liquidity and were not yet addressed to any of the ventures to be launched in the future.
Such issue was registered with the CVM under the No. CVM/SRE/TIC/2008/002, and according to CVM Instruction No. 401/2003, CEPACs are put up for public auction having as intermediary the institutions that take part in the securities distribution system.
At September 30, the amount related to investment funds is recorded at fair value through income. At September 30, 2010, the investment fund portfolio is composed of securities purchased under agreement to resell, Bank Certificates of Deposits and government securities. Pursuant to CVM Instruction No. 408/04, financial investments in Investment Funds in which the Company has exclusive interest were consolidated.
Fundo de Investimento Arena is a multimarket fund under management and administration of Santander Asset Management and custody of Itau Unibanco. The objective of this fund is to appreciate the value of its quotas by investing the funds of its investment portfolio, which may be composed of financial and/or other operating assets available in the financial and capital markets that yield fixed return. Assets eligible to the portfolio are the following: government bonds, derivative contracts, debentures, CDBs and Bank Receipts of Deposits (RDBs), investment fund quotas of classes accepted by CVM and securities purchased under agreement to resell, according to the rules of the National Monetary Council (CMN). There is no grace period for redemption of quotas, which can be redeemed with a return at any time. The funds tax treatment is that applicable to long-term investment funds.
Fundo de Investimento Colina is a fixed-income private credit fund under management and administration of Santander Asset Management and custody of Itau Unibanco. The objective of this fund is to provide a return higher than 101% of CDI. The assets eligible to the portfolio are the following: government bonds, derivative contracts, debentures, CDBs and RDBs. The consolidated portfolio can generate exposure to Selic/CDI, fixed rate and price indices. There is no grace period for redemption of quotas, which can be redeemed with a return at any time. The funds tax treatment is that applicable to long-term investment funds.
Fundo de Investimento Vistta is a fixed-income private credit fund under management and administration of Votorantim Asset Management and custody of Itau Unibanco. The objective of this fund is to provide a return higher than 101% of CDI. The assets eligible to the portfolio are the following: government bonds, derivative contracts, debentures, CDBs and RDBs. The consolidated portfolio can generate exposure to Selic/CDI, fixed rate and price indices. There is no grace period for redemption of quotas, which can be redeemed with a return at any time. The funds tax treatment is that applicable to long-term investment funds.
The balance sheet of investment funds is as follows:
Assets |
Vistta |
Colina |
Arena |
Current |
69,403 |
29,324 |
158,584 |
|
|
|
|
Total assets |
69,403 |
29,324 |
158,584 |
|
|
|
|
Liabilities |
|
|
|
Current |
16 |
24 |
726 |
|
|
|
|
Shareholders equity |
|
|
|
Capital stock |
53,499 |
10,516 |
134,302 |
Retained earnings |
1,419 |
898 |
12,753 |
Income for the period |
14,469 |
17,886 |
10,803 |
Total shareholders equity |
69,387 |
29,300 |
157,858 |
|
|
|
|
Total liabilities and shareholders equity |
69,403 |
29,324 |
158,584 |
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5. Receivables from clients
Parent company | Consolidated | |||
09/30/2010 | 06/30/2010 | 09/30/2010 | 06/30/2010 | |
Real estate development and sales | 1,813,787 | 1,714,067 | 5,143,106 | 4,557,660 |
(-) Adjustment to present value | (21,797) | (25,505) | (88,626) | (90,915) |
Services and construction | 79,926 | 75,162 | 81,837 | 77,073 |
Other receivables | 36,347 | 35,431 | 2,888 | 2,287 |
1,908,263 | 1,799,155 | 5,139,205 | 4,546,105 | |
Current | 1,350,980 | 1,245,035 | 2,727,930 | 2,470,944 |
Non-current | 557,283 | 554,120 | 2,411,275 | 2,075,161 |
(i) The balance of accounts receivable from units sold and not yet delivered is limited to the portion of revenues accounted for net of the amounts already received.
The balances of advances from clients (development and services), which exceed the revenues recorded in the period, amount to R$ 231,666 at September 30, 2010 (June 30, 2010 R$ 233,961), and are classified in Obligations for purchase of land and advances from clients.
Accounts receivable from completed real estate units delivered are in general subject to annual interest of 12% plus IGP-M variation, the financial income being recorded in income as Revenue from real estate development; the interest recognized for the periods ended September 30, 2010 and September 30, 2009 totaled R$ 20,854 and R$ 38,915, respectively.
An allowance for doubtful accounts is not considered necessary, except for Tenda, since the history of losses on accounts receivable is insignificant. The Company's evaluation of the risk of loss takes into account that these credits refer mostly to developments under construction, where the transfer of the property deed only takes place after the settlement and/or negotiation of the client receivables.
The allowance for doubtful accounts for Tenda totaled R$ 18,852 (consolidated) at September 30, 2010 (R$ 17,985 at June 30, 2010), and is considered sufficient by the Company's management to cover the forecast of future losses on the realization of accounts receivable of this subsidiary.
The total reversal value of the adjustment to present value recognized in the real estate development revenue for the period ended September 30, 2010 amounted to R$ 11,393 (parent company) and R$ (1,700) (consolidated), respectively.
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Receivables from real estate units not yet finished were measured at present value considering the discount rate determined according to the criterion described in Note 3(u). The net annual rate applied by the Company and its subsidiaries, already taking into consideration the indexes of the receivables portfolio, fluctuated between 4.45% and 7.64% in the quarter ended September 30, 2010.
(ii) On March 31, 2009, the Company carried out a FIDC transaction, which consists of an assignment of a portfolio comprising select residential and commercial real estate receivables arising from Gafisa and its subsidiaries. This portfolio was assigned and transferred to Gafisa FIDC which issued Senior and Subordinated quotas. This first issuance of senior quotas was made through an offering restricted to qualified investors. Subordinated quotas were subscribed exclusively by Gafisa. Gafisa FDIC acquired the portfolio of receivables at a discount rate equivalent to the interest rate of finance contracts.
Gafisa was hired by Gafisa FDIC and will be remunerated for performing, among other duties, the conciliation of the receipt of receivables owned by the fund and the collection of past due receivables. The transaction structure provides for the substitution of the Company as collection agent in case of non-fulfillment of the responsibilities described in the collection service contract.
The Company assigned its receivables portfolio amounting to R$ 119,622 to Gafisa FIDC in exchange for cash, at the transfer date, discounted to present value, for R$ 88,664. The following two quota types were issued: Senior and Subordinated. The subordinated quotas were exclusively subscribed by Gafisa S.A., representing approximately 21% of the amount issued, totaling R$ 18,958 (present value); at September 30, 2010 it totaled R$ 16,854 (Note 8). Senior and Subordinated quota receivables are indexed by IGP-M and incur interest at 12% per year.
The Company consolidated Gafisa FIDC in its quarterly information, accordingly, it discloses at September 30, 2010, receivables amounting to R$ 40,180 in the group of accounts of receivables from clients, and R$ 23,326 is reflected in other accounts payable, the balance of subordinated quotas held by the Company being eliminated in this consolidation process.
(iii) On June 26, 2009, the Company carried out a CCI transaction, which consists of an assignment of a portfolio comprising select residential real estate credits from Gafisa and its subsidiaries. The Company assigned its receivables portfolio amounting to R$ 89,102 in exchange for cash, at the transfer date, discounted to present value, of R$ 69,315, classified into the heading "Other Accounts Payable - Credit Assignments".
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8 book CCIs were issued, amounting to R$ 69,315 at the date of issue. These 8 CCIs are backed by Receivables which installments fall due on and up to June 26, 2014 (CCI-Investor).
CCI-Investor, pursuant to Article 125 of the Brazilian Civil Code, carry general guarantees represented by statutory lien on real estate units, as soon as the following occurs: (i) the suspensive condition included in the registration takes place, in the record of the respective real estate units; (ii) the assignment of receivables from the assignors to SPEs, as provided for in Article 167, item II, (21) of Law No. 6,015, of December 31, 1973; and (iii) the issue of CCI Investor by SPEs, as provided for in Article 18, paragraph 5 of Law No. 10,931/04.
Gafisa was hired and will be remunerated for performing, among other duties, the conciliation of the receipt of receivables, guarantee the CCIs, and the collection of past due receivables. The transaction structure provides for the substitution of Gafisa as collection agent in case of non-fulfillment of the responsibilities described in the collection service contract.
6. Properties for sale
Parent company | Consolidated | |||
09/30/2010 | 06/30/2010 | 09/30/2010 | 06/30/2010 | |
Land | 388,822 | 312,172 | 761,800 | 713,752 |
(-) Adjustment to present value | (4,344) | (4,319) | (11,028) | (11,962) |
Property under construction | 340,942 | 354,808 | 873,671 | 947,023 |
Completed units | 110,752 | 102,997 | 211,472 | 205,739 |
836,172 | 765,658 | 1,835,915 | 1,854,552 | |
Current portion | 660,972 | 607,847 | 1,447,266 | 1,446,760 |
Non-current portion | 175,200 | 157,811 | 388,649 | 407,792 |
The Company has undertaken commitments to build units bartered for land, accounted for based on the fair value of the bartered units. At September 30, 2010, the balance of land acquired through barter transactions totaled R$ 30,488 (parent company) and R$ 94,095 (consolidated).
As mentioned in Note 10, the balance of financial charges at September 30, 2010 amounts to R$ 92,134 (parent company) and R$ 109,477 (consolidated).
The adjustment to present value in the property for sale balance refers to the portion of the contra-entry to the adjustment to present value of Obligations for purchase of land without effect on results (Note 14), according to the criteria described in Note 3(u).
The annual net rate adopted by the Company and its subsidiaries, already taking into consideration the indexes of contracts of obligations for purchase of land, fluctuated between 4.45% and 7.64% in the quarter ended September 30, 2010.
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7. Other accounts receivable
Parent company | Consolidated | |||
09/30/2010 | 06/30/2010 | 09/30/2010 | 06/30/2010 | |
Current accounts related to real estate ventures (a) (Note 18) | 66,339 | 44,025 | 158,593 | 122,889 |
Advances to suppliers | 7,874 | 4,951 | 58,410 | 51,048 |
Credit assignment receivable | 4,093 | 4,093 | 7,865 | 4,087 |
Credit financing to be released | 2,804 | 2,804 | 3,678 | 3,678 |
Deferred PIS and COFINS | 188 | 372 | 1,932 | 2,707 |
Recoverable taxes | 30,005 | 26,508 | 55,426 | 51,226 |
Advances for future capital increase (b) | 646,751 | 513,692 | - | - |
Loan (c) | 53,296 | 24,400 | - | - |
Other | 33,916 | 37,767 | 47,073 | 37,140 |
845,266 | 658,612 | 332,977 | 272,775 | |
Current portion | 764,342 | 613,186 | 155,795 | 141,740 |
Non-current portion | 80,924 | 45,426 | 177,182 | 131,035 |
(a) The Company participates in the development of real estate ventures with other partners, directly or through related parties, based on the constitution of condominiums and/or consortia. The management structure of these enterprises and the cash management are centralized in the lead partner of the enterprise, which manages the construction schedule and budgets. Thus, the lead partner ensures that the investments of the necessary funds are made and allocated as planned. The sources and use of resources of the venture are reflected in these balances, observing the respective participation percentage, which are not subject to indexation or financial charges and do not have a predetermined maturity date. Such operations aim at simplifying the business relationships that require the joint management of intercompany amounts payable, and accordingly, the control over the movement of intercompany amounts granted, which offset at the closing of current account, not having fixed duration or levying interest on the outstanding balance. The average term for the development and completion of the projects in which the resources are invested is between 24 and 30 months. The Company receives a compensation for the management of these ventures.
As mentioned in Note 1, on June 29, 2009, Gafisa and Tenda entered into a Private Instrument for Assignment and Transfer of Quotas and Other Covenants, in which Gafisa assigns and transfers to Tenda 41,341,895 quotas of Cotia1 Empreendimento Imobiliário for the net book value of R$ 41,342 (recognized in the heading Current accounts related to real estate ventures), payable in 36 monthly installments from March 2010 to March
Page 41
2013. The value of each installment will be added by interests at 0.6821% per month, and monetary adjustment equivalent to the positive variation of IGPM.
(b) As of September 30, 2010, the amount of advances for future capital increase given by Gafisa to its subsidiary Tenda is R$492,728 (R$357,255 at June 30, 2010). The remaining balance refers to advances for future capital increase given to several SPEs, which are annually paid in.
(c) The intercompany loans of the Company and its subsidiaries, shown below, are made due to the need of cash to carry out subsidiaries activities, being subject to the indicated financial charges. It shall be noted that the Companys operations and businesses with related parties follow the market standard practices (arms length). The businesses and operations with related parties are carried out based on conditions that are strictly on arms length transaction basis and appropriate, in order to protect the interests of the both parties involved in the business. The composition and type of the loan receivable by the Company is shown below.
Parent company | Type | Interest rate | ||
09/30/2010 | 06/30/2010 | |||
Espacio Laguna - Tembok Planej. E Desenv. Imob. Ltda. | 1,653 | 1,566 | Construction | 12% p.a. fixed rate + IGPM |
Laguna Di Mare - Tembok Planej. E Desenv. Imob. Ltda. | 6,306 | 5,456 | Construction | 12% p.a. fixed rate + IGPM |
Vistta Laguna - Tembok Planej. E Desenv. Imob. Ltda. | 293 | - | Construction | 12% p.a. fixed rate + IGPM |
Gafisa SPE 65 Empreendimentos Imobiliários Ltda. | 1,416 | 1,335 | Construction | 3% p.a. fixed rate + CDI |
Gafisa SPE-50 Empreendimentos Imobiliários Ltda. | 4,686 | 4,503 | Construction | 4% p.a. fixed rate + CDI |
Gafisa SPE-32 Empreendimentos Imobiliários Ltda. | 2,733 | 2,593 | Construction | 4% p.a. fixed rate + CDI |
Gafisa SPE-46 Empreendimentos Imobiliários Ltda. | 531 | 504 | Construction | 12% p.a. fixed rate + IGPM |
Gafisa SPE-72 Empreendimentos Imobiliários Ltda. | 580 | 412 | Construction | 3% p.a. fixed rate + CDI |
Gafisa SPE-51 Empreendimentos Imobiliários Ltda. | 950 | 914 | Construction | 3% p.a. fixed rate + CDI |
Gafisa SPE-73 Empreendimentos Imobiliários Ltda. | 2,212 | 1,814 | Construction | 3% p.a. fixed rate + CDI |
Gafisa SPE-71 Empreendimentos Imobiliários Ltda. | 905 | 872 | Construction | 3% p.a. fixed rate + CDI |
Paranamirim - Planc Engenharia e Incorporações Ltda. | 4,159 | 4,008 | Construction | 3% p.a. fixed rate + CDI |
Pablo Picasso - Planc Engenharia e Incorporações Ltda. | 134 | 114 | Construction | Adjusted by variation of INCC |
Gafisa SPE- 76 Empreendimentos Imobiliários Ltda. | 10 | 9 | Construction | 4% p.a. fixed rate + CDI |
RN Incorporações Ltda | - | - | Construction | 12% p.a. fixed rate + IGPM |
Acquarelle - Civilcorp Incorporações Ltda. | 742 | 300 | Construction | 12% p.a. fixed rate + IGPM |
Manhattan Residencial I | 23,544 | - | Construction | 10% p.a. fixed rate + TR |
Manhattan Comercial I | 2,296 | - | Construction | 10% p.a. fixed rate + TR |
Manhattan Residencial II | 99 | - | Construction | 10% p.a. fixed rate + TR |
Manhattan Comercial II | 47 | - | Construction | 10% p.a. fixed rate + TR |
53,296 | 24,400 |
8. Investments in subsidiaries
In January 2007, upon the acquisition of 60% of AUSA, arising from the merger of Catalufa Participações Ltda., a capital increase of R$ 134,029 was approved upon the issuance for public subscription of 6,358,116 common shares. This transaction generated goodwill of R$ 170,941 recorded based on expected future profitability, which was partially amortized exponentially and progressively up to December 31, 2008 to match the estimated profit before taxes of AUSA on accrual basis of accounting.
Page 42
As mentioned in Note 1, in May 2010 the Company approved the merger of the total amount of shares issued by Shertis Empreendimentos e Participações S.A., which main asset comprises 20% of the capital stock of AUSA. The Merger of Shares has the purpose of making viable the implementation of the Second Phase of the schedule for investment planned in the Investment Agreement and Other Covenants, signed between the Company and Alphaville Participações S.A. (Alphapar) on October 2, 2006, thus increasing the interest of Gafisa in the capital stock of AUSA to 80%. As a result of the Merger of Shares, Shertis was converted into a wholly-owned subsidiary of Gafisa, with the issue of 9,797,792 new common shares to Alphapar, former shareholder of Shertis for the issue price of R$ 20,283 at carrying value.
The Company has a commitment to purchase the remaining 20% of AUSA's capital stock based on the fair value of AUSA, evaluated at the future acquisition dates, the purchase consideration for which cannot yet be calculated and, consequently, is not recognized. The contract for acquisition provides that the Company undertakes to purchase the remaining 20% of AUSA in 2012 in cash or shares, at the sole discretion of the Company.
On October 26, 2007, the Company acquired 70% of Cipesa, and Gafisa and Cipesa incorporated a new company, Cipesa Empreendimentos Imobiliários Ltda. ("Nova Cipesa"), in which the Company holds a 70% interest and Cipesa has 30%. Gafisa made a contribution in Nova Cipesa of R$ 50,000 in cash and acquired the shares which Cipesa held in Nova Cipesa amounting to R$ 15,000, paid on October 26, 2008. Cipesa is entitled to receive from the Company a variable portion corresponding to 2% of the Total Sales Value (VGV), as defined, of the projects launched by Nova Cipesa through 2014, not to exceed R$ 25,000. Accordingly, the Companys purchase consideration totaled R$ 90,000 and goodwill amounting to R$ 40,686 was recorded, based on expected future profitability.
In November 2007, the Company acquired for R$ 40,000 the remaining interest in certain ventures with Redevco do Brasil Ltda.. As a result of this transaction, the Company recognized negative goodwill of R$ 31,235, based on expected future profitability, which was amortized exponentially and progressively up to September 30, 2010, based on the estimated profit before taxes on net income of these SPEs. In the period ended September 30, 2010, the Company amortized negative goodwill amounting to R$ 2,651 arising from the acquisition of these SPEs (September 30, 2009 - R$ 7,008).
On October 21, 2008, as part of the acquisition of its interest in Tenda, the Company contributed the net assets of Fit Residencial amounting to R$ 411,241, acquiring 60% of the shareholders' equity of Tenda, which at that date presented shareholders' equity book value of R$ 1,036,072, with an investment of R$ 621,643. The sale of the 40% quotas of Fit Residencial to Tenda shareholders in exchange for the Tenda shares generated negative goodwill of R$ 210,402, which is based on expected future results, reflecting the gain on the sale of the interest in Fit Residencial (gain on the exchange of shares). This negative goodwill is being amortized over the average construction period (through delivery of the units) of the real estate ventures of Fit Residencial at October 21, 2008, and by the negative effects on realization of certain assets arising from the acquisition of Tenda. In 2009, the total gain on partial sale of Fit Residencial was amortized in the amount of R$ 169,394, of which R$ 157,600 in the period ended September 30, 2009.
Page 43
On December 30, the shareholders of Gafisa and Tenda approved the merger by Gafisa of total shares outstanding issued by Tenda. Because of the merger, Tenda became a wholly-owned subsidiary of Gafisa, and its shareholders received shares of Gafisa in exchange for their shares of Tenda at the ratio of 0.205 share of Gafisa to one share of Tenda. In view of the exchange ratio, 32,889,563 common shares were issued for the total issue price of R$ 448,844.
(a) Ownership interests
(i) Information on investees
|
Interest - % |
Shareholders equity |
Net income (loss) for the period | |||
Investees |
9/30/2010 |
6/30/2010 |
9/30/2010 |
6/30/2010 |
9/30/2010 |
9/30/2009 |
Construtora Tenda S.A. |
100 |
100 |
1,193,164 |
1,168,002 |
70,440 |
55,711 |
SPE Cotia |
- |
- |
- |
- |
- |
272 |
Alphaville Urbanismo S.A. |
60 |
60 |
155,602 |
133,620 |
54,795 |
19,359 |
Shertis Emp. Part. S.A. |
100 |
100 |
32,776 |
28,578 |
6,791 |
- |
Gafisa FIDC. |
100 |
100 |
16,854 |
16,476 |
|
- |
Cipesa Empreendimentos Imobiliários S.A. |
100 |
100 |
47,099 |
45,307 |
4,353 |
(992) |
Península SPE1 S.A. |
50 |
50 |
(3,037) |
(3,102) |
1,083 |
(3,009) |
Península SPE2 S.A. |
50 |
50 |
272 |
729 |
262 |
82 |
Res. das Palmeiras SPE Ltda. |
100 |
100 |
2,412 |
2,395 |
76 |
6 |
Villaggio Panamby Trust S/A |
50 |
50 |
4,202 |
4,218 |
(77) |
(616) |
Dolce Vita Bella Vita SPE S/A |
50 |
50 |
3,812 |
3,894 |
3,480 |
903 |
DV SPE S.A. |
50 |
50 |
1,916 |
1,901 |
49 |
939 |
Gafisa SPE 22 Emp. Im. Ltda. |
100 |
100 |
6,466 |
6,287 |
464 |
488 |
Gafisa/Tiner Campo Belo I Emp. Imob. SPE Ltda. |
45 |
45 |
7,419 |
8,495 |
(54) |
(893) |
Jardim I Plan., Prom.Vd Ltda. |
100 |
100 |
7,958 |
14,086 |
(201) |
(1,331) |
Jardim II Plan., Prom.Vd Ltda. |
100 |
100 |
770 |
880 |
1,602 |
(1,683) |
Saíra Verde Emp. Imob. Ltda. |
70 |
70 |
570 |
610 |
86 |
(317) |
Gafisa SPE 30 Emp. Im. Ltda. |
100 |
100 |
17,568 |
19,116 |
413 |
(747) |
Verdes Praças Inc.Im.SPE Ltda |
100 |
100 |
26,597 |
26,977 |
94 |
(553) |
Gafisa SPE 32 Emp. Im. Ltda. |
80 |
80 |
9,147 |
7,990 |
3,313 |
584 |
Gafisa SPE 35 Emp. Im. Ltda. |
100 |
100 |
4,898 |
5,758 |
449 |
(1,334) |
Gafisa SPE 36 Emp. Im. Ltda. |
100 |
100 |
6,335 |
7,100 |
857 |
(1,454) |
Gafisa SPE 37 Emp. Im. Ltda. |
100 |
100 |
4,334 |
4,321 |
210 |
(400) |
Gafisa SPE 38 Emp. Im. Ltda. |
100 |
100 |
9,319 |
9,228 |
563 |
595 |
Gafisa SPE 39 Emp. Im. Ltda. |
100 |
100 |
4,939 |
9,212 |
318 |
1,314 |
Gafisa SPE 40 Emp. Im. Ltda. |
50 |
50 |
8,516 |
6,933 |
299 |
237 |
Gafisa SPE 41 Emp. Im. Ltda. |
100 |
100 |
32,070 |
32,729 |
588 |
(5,178) |
Gafisa SPE 42 Emp. Im. Ltda. |
100 |
100 |
6,413 |
9,975 |
(4,607) |
2,357 |
Gafisa SPE 44 Emp. Im. Ltda. |
40 |
40 |
3,581 |
3,581 |
(6) |
(150) |
Gafisa Vendas Int. Imob. Ltda |
100 |
100 |
- |
2,106 |
(1,812) |
(1,570) |
Gafisa SPE 46 Emp. Im. Ltda. |
60 |
60 |
2,284 |
2,149 |
(1,939) |
(1,713) |
Gafisa SPE 47 Emp. Im. Ltda. |
80 |
80 |
16,619 |
16,278 |
(409) |
(255) |
Gafisa SPE 48 S.A. |
- |
- |
- |
- |
- |
1,674 |
Gafisa SPE 49 Emp. Im. Ltda. |
100 |
100 |
296 |
297 |
(8) |
(3) |
Gafisa SPE 50 Emp. Im. Ltda. |
80 |
80 |
13,849 |
13,854 |
1,750 |
3,354 |
Gafisa SPE 51 Emp. Im. Ltda. |
- |
- |
- |
- |
- |
8,096 |
Gafisa SPE 53 Emp. Im. Ltda. |
80 |
80 |
9,370 |
6,303 |
3,445 |
1,847 |
Gafisa SPE 55 S.A. |
- |
- |
- |
- |
- |
2,776 |
Gafisa SPE 59 Emp. Im. Ltda. |
100 |
100 |
(6) |
(6) |
(1) |
(3) |
Gafisa SPE 61 Emp. Im. Ltda. |
100 |
100 |
(19) |
(19) |
(1) |
(3) |
Gafisa SPE 65 Emp. Im. Ltda. |
80 |
80 |
10,559 |
5,274 |
3,308 |
605 |
Gafisa SPE 68 Emp. Im. Ltda. |
100 |
100 |
(1) |
(1) |
- |
(92) |
Gafisa SPE 69 Emp. Im. Ltda. |
100 |
100 |
1,747 |
1,899 |
(341) |
(247) |
Gafisa SPE 70 Emp. Im. Ltda. |
55 |
55 |
12,926 |
12,933 |
(17) |
(63) |
Gafisa SPE 71 Emp. Im. Ltda. |
80 |
80 |
9,852 |
7,092 |
5,744 |
1,776 |
Gafisa SPE 72 Emp. Im. Ltda. |
80 |
80 |
1,796 |
1,275 |
637 |
(238) |
Gafisa SPE 73 Emp. Im. Ltda. |
80 |
80 |
8,175 |
2,659 |
(1,570) |
(52) |
Gafisa SPE 74 Emp. Im. Ltda. |
100 |
100 |
(335) |
(335) |
3 |
(13) |
Gafisa SPE 75 Emp. Im. Ltda. |
100 |
100 |
(76) |
(77) |
(3) |
(45) |
Gafisa SPE 76 Emp. Im. Ltda. |
50 |
50 |
83 |
83 |
(1) |
(1) |
Gafisa SPE 77 Emp. Im. Ltda. |
- |
- |
- |
- |
- |
- |
Gafisa SPE 78 Emp. Im. Ltda. |
100 |
100 |
- |
- |
- |
- |
Gafisa SPE 79 Emp. Im. Ltda. |
100 |
100 |
(16) |
(16) |
(14) |
(2) |
Gafisa SPE 80 S.A. |
100 |
100 |
(7) |
(7) |
(5) |
(2) |
Gafisa SPE 81 Emp. Im. Ltda. |
100 |
100 |
1,137 |
(829) |
1,136 |
- |
Gafisa SPE 82 Emp. Im. Ltda. |
100 |
100 |
1 |
1 |
- |
- |
Gafisa SPE 83 Emp. Im. Ltda. |
100 |
100 |
(103) |
(11) |
(98) |
- |
Gafisa SPE 84 Emp. Im. Ltda. |
100 |
100 |
14,480 |
14,007 |
1,015 |
2,871 |
Gafisa SPE 85 Emp. Im. Ltda. |
80 |
80 |
22,712 |
16,418 |
15,529 |
3,304 |
Berverly HillsSPE Emp Im.Ltda. |
- |
- |
- |
- |
- |
(228) |
Gafisa SPE 87 Emp. Im. Ltda. |
100 |
100 |
5 |
(276) |
(56) |
- |
Gafisa SPE 88 Emp. Im. Ltda. |
100 |
100 |
14,091 |
16,869 |
1,552 |
3,865 |
Gafisa SPE 89 Emp. Im. Ltda. |
100 |
100 |
47,944 |
43,324 |
11,049 |
6,316 |
Gafisa SPE 90 Emp. Im. Ltda. |
100 |
100 |
1,621 |
2,069 |
2,384 |
- |
Gafisa SPE 91 Emp. Im. Ltda. |
100 |
100 |
(1,203) |
1 |
(1,204) |
- |
Gafisa SPE 92 Emp. Im. Ltda. |
80 |
80 |
3,917 |
41 |
1,214 |
(108) |
Gafisa SPE 93 Emp. Im. Ltda. |
100 |
100 |
716 |
526 |
504 |
(27) |
Gafisa SPE 94 Emp. Im. Ltda. |
100 |
100 |
4 |
4 |
- |
(2) |
Gafisa SPE 95 Emp. Im. Ltda. |
100 |
100 |
(15) |
(15) |
- |
(4) |
Gafisa SPE 96 Emp. Im. Ltda. |
100 |
100 |
(58) |
(58) |
- |
(64) |
Gafisa SPE 97 Emp. Im. Ltda. |
100 |
100 |
6 |
6 |
- |
1 |
Gafisa SPE 98 Emp. Im. Ltda. |
100 |
100 |
(37) |
(37) |
- |
(39) |
Gafisa SPE 99 Emp. Im. Ltda. |
100 |
100 |
(24) |
(24) |
- |
(26) |
Gafisa SPE 100 Emp. Im. Ltda. |
- |
70 |
- |
1,800 |
- |
- |
Gafisa SPE 101 Emp. Im. Ltda. |
100 |
100 |
(4) |
(4) |
(5) |
- |
Gafisa SPE 102 Emp. Im. Ltda. |
80 |
80 |
8 |
1 |
7 |
- |
Gafisa SPE 103 Emp. Im. Ltda. |
100 |
100 |
(40) |
(40) |
- |
(44) |
Gafisa SPE 104 Emp. Im. Ltda. |
100 |
100 |
1 |
1 |
- |
- |
Gafisa SPE 105 Emp. Im. Ltda. |
100 |
100 |
1 |
1 |
- |
- |
Gafisa SPE 106 Emp. Im. Ltda. |
100 |
100 |
5,161 |
5,215 |
5,606 |
- |
Gafisa SPE 107 Emp. Im. Ltda. |
100 |
100 |
5,640 |
6,736 |
6,995 |
- |
Gafisa SPE 109 Emp. Im. Ltda. |
100 |
100 |
208 |
835 |
(1,591) |
- |
Gafisa SPE 110 Emp. Im. Ltda. |
100 |
100 |
(220) |
1 |
(221) |
- |
Gafisa SPE 111 Emp. Im. Ltda. |
100 |
100 |
1 |
1 |
- |
- |
Gafisa SPE 112 Emp. Im. Ltda. |
100 |
100 |
(123) |
1 |
(124) |
- |
Gafisa SPE 113 Emp. Im. Ltda. |
100 |
100 |
1 |
1 |
- |
- |
Gafisa SPE 114 Emp. Im. Ltda. |
100 |
100 |
1 |
1 |
- |
- |
Gafisa SPE 115 Emp. Im. Ltda. |
100 |
100 |
1 |
1 |
- |
- |
Gafisa SPE 116 Emp. Im. Ltda. |
100 |
100 |
1 |
1 |
- |
- |
Gafisa SPE 117 Emp. Im. Ltda. |
100 |
100 |
1 |
1 |
- |
- |
Gafisa SPE 118 Emp. Im. Ltda. |
100 |
100 |
1 |
1 |
- |
- |
O Bosque Empr. Imob. Ltda. |
60 |
60 |
8,791 |
8,791 |
(70) |
(811) |
Alto da Barra de São Miguel Emp.Imob. SPE Ltda. |
50 |
50 |
271 |
94 |
3,550 |
(5,881) |
Dep. José Lajes Emp. Im. SPE Ltda. |
50 |
50 |
(308) |
1,423 |
(852) |
767 |
Sítio Jatiuca Emp Im.SPE Ltda. |
50 |
50 |
17,809 |
12,653 |
5,648 |
7,829 |
Reserva & Residencial Spazio Natura Emp. Im. SPE Ltda. |
50 |
50 |
1,381 |
1,386 |
(12) |
(1) |
Grand Park - Parque das Aguas Emp Im Ltda |
50 |
50 |
19,106 |
12,821 |
9,488 |
438 |
Grand Park - Parque das Arvores Emp. Im. Ltda |
50 |
50 |
29,187 |
18,081 |
14,302 |
1,266 |
Dubai Residencial Emp Im. Ltda. |
50 |
50 |
16,063 |
12,439 |
5,783 |
683 |
Costa Maggiore Emp. Im. Ltda. |
50 |
50 |
13,925 |
8,703 |
7,281 |
1,374 |
City Park Brotas Emp. Imob. Ltda. |
50 |
50 |
2,038 |
1,801 |
432 |
826 |
City Park Acupe Emp. Imob. Ltda. |
50 |
50 |
2,329 |
1,955 |
715 |
809 |
Patamares 1 Emp. Imob. Ltda |
50 |
50 |
5,997 |
6,026 |
618 |
- |
Acupe Exclusive Emp. Imob. Ltda. |
50 |
50 |
252 |
300 |
(136) |
- |
Manhattan Square Emp. Imob. Coml. 1 SPE Ltda. |
50 |
50 |
3,454 |
227 |
4,778 |
- |
Manhattan Square Emp. Imob. Coml. 2 SPE Ltda. |
50 |
50 |
1,249 |
1,249 |
(2) |
- |
Manhattan Square Emp. Imob. Res. 1 SPE Ltda. |
50 |
50 |
9,182 |
3,890 |
11,124 |
- |
Manhattan Square Emp. Imob. Res. 2 SPE Ltda. |
50 |
50 |
2,627 |
2,627 |
(2) |
- |
SPE Reserva Ecoville/Office - Emp Im. S.A. |
50 |
50 |
24,531 |
16,690 |
8,596 |
- |
Graça Emp. Imob. SPE Ltda |
50 |
50 |
775 |
(332) |
(431) |
- |
Varandas Grand Park Emp. Im. Ltda. |
50 |
50 |
2,223 |
1,929 |
2,222 |
- |
FIT 13 SPE Emp. Imob. Ltda |
50 |
50 |
16,791 |
15,456 |
2,506 |
- |
SPE Pq Ecoville Emp Im S.A. |
50 |
- |
3,592 |
- |
(1,094) |
- |
Apoena SPE Emp Im S.A. |
50 |
- |
3,697 |
- |
(413) |
- |
| ||||||
Page 44
(ii) Recorded balances
|
Interest - % |
Investments |
Equity in earnings (losses) | ||||||||||
Investees |
9/30/2010 |
|
6/30/2010 |
|
9/30/2010 |
|
6/30/2010 |
|
9/30/2010 |
|
9/30/2009 |
| |
Construtora Tenda S.A. |
100 |
|
100 |
|
1,193,164 |
|
1,168,002 |
|
73,441 |
|
35,577 |
| |
SPE Cotia |
- |
|
- |
|
- |
|
- |
|
- |
|
136 |
| |
Alphaville Urbanismo S.A. |
60 |
|
60 |
|
93,361 |
|
80,172 |
|
33,306 |
|
12,081 |
| |
Shertis Emp. Part. S.A. |
100 |
|
100 |
|
32,776 |
|
28,578 |
|
6,791 |
|
- |
| |
Cipesa Holding |
100 |
|
100 |
|
47,099 |
|
45,307 |
|
4,353 |
|
(992) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
1,333,624 |
|
1,293,481 |
|
117,891 |
|
46,802 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Península SPE1 S.A. |
50 |
|
50 |
|
(1,519) |
|
(1,551) |
|
541 |
|
(1,505) |
| |
Península SPE2 S.A. |
50 |
|
50 |
|
136 |
|
364 |
|
131 |
|
41 |
| |
Res. das Palmeiras SPE Ltda. |
100 |
|
100 |
|
2,412 |
|
2,395 |
|
76 |
|
6 |
| |
Villaggio Panamby Trust S/A |
50 |
|
50 |
|
2,101 |
|
2,109 |
|
(38) |
|
(308) |
| |
Dolce Vita Bella Vita SPE S/A |
50 |
|
50 |
|
1,906 |
|
1,947 |
|
1,740 |
|
451 |
| |
DV SPE S.A. |
50 |
|
50 |
|
958 |
|
951 |
|
24 |
|
470 |
| |
Gafisa SPE 22 Emp. Im. Ltda. |
100 |
|
100 |
|
6,466 |
|
6,287 |
|
464 |
|
488 |
| |
Gafisa/Tiner Campo Belo I Emp. Imob. SPE Ltda. |
45 |
|
45 |
|
3,339 |
|
3,824 |
|
(24) |
|
(1,013) |
| |
Jardim I Plan., Prom.Vd Ltda. |
100 |
|
100 |
|
7,958 |
|
14,086 |
|
(201) |
|
(1,331) |
| |
Jardim II Plan., Prom.Vd Ltda. |
100 |
|
100 |
|
770 |
|
880 |
|
1,602 |
|
(1,683) |
| |
Saíra Verde Emp. Imob. Ltda. |
70 |
|
70 |
|
399 |
|
427 |
|
60 |
|
(222) |
| |
Gafisa SPE 30 Emp. Im. Ltda. |
100 |
|
100 |
|
17,568 |
|
19,116 |
|
413 |
|
(747) |
| |
Verdes Praças IncImSPE Ltda |
100 |
|
100 |
|
26,597 |
|
26,977 |
|
94 |
|
(553) |
| |
Gafisa SPE 32 Emp. Im. Ltda. |
80 |
|
80 |
|
7,318 |
|
6,392 |
|
2,650 |
|
233 |
| |
Gafisa SPE 35 Emp. Im. Ltda. |
100 |
|
100 |
|
4,898 |
|
5,758 |
|
449 |
|
(1,334) |
| |
Gafisa SPE 36 Emp. Im. Ltda. |
100 |
|
100 |
|
6,335 |
|
7,100 |
|
857 |
|
(1,454) |
| |
Gafisa SPE 37 Emp. Im. Ltda. |
100 |
|
100 |
|
4,334 |
|
4,321 |
|
210 |
|
(400) |
| |
Gafisa SPE 38 Emp. Im. Ltda. |
100 |
|
100 |
|
9,319 |
|
9,228 |
|
563 |
|
595 |
| |
Gafisa SPE 39 Emp. Im. Ltda. |
100 |
|
100 |
|
4,939 |
|
9,212 |
|
318 |
|
2,565 |
| |
Gafisa SPE 40 Emp. Im. Ltd |
50 |
|
50 |
|
4,258 |
|
3,467 |
|
149 |
|
(26) |
| |
Gafisa SPE 41 Emp. Im. Ltda. |
100 |
|
100 |
|
32,070 |
|
32,729 |
|
588 |
|
(5,178) |
| |
Gafisa SPE 42 Emp. Im. Ltd |
100 |
|
100 |
|
6,413 |
|
9,975 |
|
(4,607) |
|
1,180 |
| |
Gafisa SPE 44 Emp. Im. Ltd |
40 |
|
40 |
|
1,432 |
|
1,432 |
|
(2) |
|
(60) |
| |
Gafisa Vendas Int. Imob. Ltda |
100 |
|
100 |
|
- |
|
2,106 |
|
(1,812) |
|
(1,570) |
| |
Gafisa SPE 46 Emp. Im. Ltda. |
60 |
|
60 |
|
1,370 |
|
1,289 |
|
(1,163) |
|
(1,171) |
| |
Gafisa SPE 47 Emp. Im. Ltda. |
80 |
|
80 |
|
13,295 |
|
13,022 |
|
(327) |
|
(204) |
| |
Gafisa SPE 48 S.A. |
- |
|
- |
|
- |
|
- |
|
|
|
993 |
| |
Gafisa SPE 49 Emp. Im. Ltda. |
100 |
|
100 |
|
296 |
|
297 |
|
(8) |
|
(3) |
| |
Gafisa SPE 50 Emp. Im. Ltda. |
80 |
|
80 |
|
11,079 |
|
11,083 |
|
1,400 |
|
2,495 |
| |
Gafisa SPE 51 Emp. Im. Ltda. |
- |
|
- |
|
- |
|
- |
|
|
|
7,411 |
| |
Gafisa SPE 53 Emp. Im. Ltda. |
80 |
|
80 |
|
7,496 |
|
5,042 |
|
2,756 |
|
1,116 |
| |
Gafisa SPE 55 S.A. |
- |
|
- |
|
- |
|
- |
|
- |
|
2,776 |
| |
Gafisa SPE 59 Emp. Im. Ltda. |
100 |
|
100 |
|
(6) |
|
(6) |
|
(1) |
|
(3) |
| |
Gafisa SPE 61 Emp. Im. Ltda. |
100 |
|
100 |
|
(19) |
|
(19) |
|
(1) |
|
(3) |
| |
Gafisa SPE 65 Emp. Im. Ltda.. |
80 |
|
80 |
|
8,447 |
|
4,219 |
|
2,646 |
|
187 |
| |
Gafisa SPE 68 Emp. Im. Ltda. |
100 |
|
100 |
|
(1) |
|
(1) |
|
- |
|
- |
| |
Gafisa SPE 69 Emp. Im. Ltda |
100 |
|
100 |
|
1,747 |
|
1,899 |
|
(341) |
|
(247) |
| |
Gafisa SPE 70 Emp. Im. Ltda |
55 |
|
55 |
|
7,109 |
|
7,113 |
|
(9) |
|
(34) |
| |
Gafisa SPE 71 Emp. Im. Ltda |
80 |
|
80 |
|
7,882 |
|
5,675 |
|
4,595 |
|
1,188 |
| |
Gafisa SPE 72 Emp. Im. Ltda.. |
80 |
|
80 |
|
1,436 |
|
1,020 |
|
510 |
|
328 |
| |
Gafisa SPE 73 Emp. Im. Ltda. |
80 |
|
80 |
|
6,540 |
|
2,127 |
|
(1,256) |
|
(501) |
| |
Gafisa SPE 74 Emp. Im. Ltda. |
100 |
|
100 |
|
(335) |
|
(335) |
|
3 |
|
(13) |
| |
Gafisa SPE 75 Emp. Im. Ltda. |
100 |
|
100 |
|
(76) |
|
(77) |
|
(3) |
|
(45) |
| |
Gafisa SPE 76 Emp. Im. Ltda. |
50 |
|
50 |
|
41 |
|
42 |
|
- |
|
- |
| |
Gafisa SPE 77 Emp. Im. Ltda. |
- |
|
- |
|
- |
|
- |
|
- |
|
4,139 |
| |
Gafisa SPE 78 Emp. Im. Ltda. |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
| |
Gafisa SPE 79 Emp. Im. Ltda. |
100 |
|
100 |
|
(16) |
|
(16) |
|
(14) |
|
(2) |
| |
Page 45
Gafisa SPE 80 S.A.. |
100 |
|
100 |
|
(7) |
|
(7) |
|
(5) |
|
(2) |
| |
Gafisa SPE 81 Emp. Im. Ltda |
100 |
|
100 |
|
1,137 |
|
(829) |
|
1,136 |
|
- |
| |
Gafisa SPE 82 Emp. Im. Ltda |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
| |
Gafisa SPE 83 Emp. Im. Ltda. |
100 |
|
100 |
|
(103) |
|
(11) |
|
(98) |
|
- |
| |
Gafisa SPE 84 Emp. Im. Ltda |
100 |
|
100 |
|
14,480 |
|
14,007 |
|
1,015 |
|
2,871 |
| |
Gafisa SPE 85 Emp. Im. Ltda |
80 |
|
80 |
|
18,169 |
|
13,134 |
|
12,424 |
|
2,443 |
| |
Berverly HillsSPE Emp ImLtda |
- |
|
- |
|
- |
|
- |
|
- |
|
(269) |
| |
Gafisa SPE 87 Emp. Im. Ltda |
100 |
|
100 |
|
5 |
|
(276) |
|
(56) |
|
- |
| |
Gafisa SPE 88 Emp. Im. Ltda |
100 |
|
100 |
|
14,091 |
|
16,869 |
|
1,552 |
|
4,885 |
| |
Gafisa SPE 89 Emp. Im. Ltda |
100 |
|
100 |
|
47,944 |
|
43,324 |
|
11,049 |
|
6,316 |
| |
Gafisa SPE 90 Emp. Im. Ltda |
100 |
|
100 |
|
1,621 |
|
2,069 |
|
2,384 |
|
- |
| |
Gafisa SPE 91 Emp. Im. Ltda. |
100 |
|
100 |
|
(1,203) |
|
1 |
|
(1,204) |
|
- |
| |
Gafisa SPE 92 Emp. Im. Ltda. |
80 |
|
80 |
|
3,134 |
|
33 |
|
971 |
|
(108) |
| |
Gafisa SPE 93 Emp. Im. Ltda. |
100 |
|
100 |
|
716 |
|
526 |
|
504 |
|
(27) |
| |
Gafisa SPE 94 Emp. Im. Ltda. |
100 |
|
100 |
|
4 |
|
4 |
|
- |
|
(2) |
| |
Gafisa SPE 95 Emp. Im. Ltda. |
100 |
|
100 |
|
(15) |
|
(15) |
|
- |
|
(4) |
| |
Gafisa SPE 96 Emp. Im. Ltda. |
100 |
|
100 |
|
(58) |
|
(58) |
|
- |
|
(64) |
| |
Gafisa SPE 97 Emp. Im. Ltda. |
100 |
|
100 |
|
6 |
|
6 |
|
- |
|
1 |
| |
Gafisa SPE 98 Emp. Im. Ltda. |
100 |
|
100 |
|
(37) |
|
(37) |
|
- |
|
(39) |
| |
Gafisa SPE 99 Emp. Im. Ltda. |
100 |
|
100 |
|
(24) |
|
(24) |
|
- |
|
(26) |
| |
Gafisa SPE 100 Emp. Im. Ltda |
- |
|
70 |
|
- |
|
1,260 |
|
(186) |
|
- |
| |
Gafisa SPE 101 Emp. Im. Ltd. |
100 |
|
100 |
|
(4) |
|
(4) |
|
(5) |
|
- |
| |
Gafisa SPE 102 Emp. Im. Ltda |
80 |
|
80 |
|
6 |
|
1 |
|
5 |
|
- |
| |
Gafisa SPE 103 Emp. Im. Ltda |
100 |
|
100 |
|
(40) |
|
(40) |
|
- |
|
(44) |
| |
Gafisa SPE 104 Emp. Im. Ltda |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
| |
Gafisa SPE 105 Emp. Im. Ltda |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
| |
Gafisa SPE 106 Emp. Im. Ltda |
100 |
|
100 |
|
5,161 |
|
5,215 |
|
5,606 |
|
- |
| |
Gafisa SPE 107 Emp. Im. Ltda |
100 |
|
100 |
|
5,640 |
|
6,736 |
|
6,995 |
|
- |
| |
Gafisa SPE 109 Emp. Im. Ltda |
100 |
|
100 |
|
208 |
|
835 |
|
(1,591) |
|
- |
| |
Gafisa SPE 110 Emp. Im. Ltda |
100 |
|
100 |
|
(220) |
|
1 |
|
(221) |
|
- |
| |
Gafisa SPE 111 Emp. Im. Ltda |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
| |
Gafisa SPE 112 Emp. Im. Ltda |
100 |
|
100 |
|
(123) |
|
1 |
|
(124) |
|
- |
| |
Gafisa SPE 113 Emp. Im. Ltda |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
| |
Gafisa SPE 114 Emp. Im. Ltda |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
| |
Gafisa SPE 115 Emp. Im. Ltda |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
| |
Gafisa SPE 116 Emp. Im. Ltda |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
| |
Gafisa SPE 117 Emp. Im. Ltda |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
| |
Gafisa SPE 118 Emp. Im. Ltda |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
| |
O Bosque Empr. Imob. Ltda. |
60 |
|
60 |
|
5,275 |
|
5,275 |
|
(42) |
|
260 |
| |
Alto da Barra de São Miguel Emp.Imob. SPE Ltda. |
50 |
|
50 |
|
136 |
|
47 |
|
1,775 |
|
(2,940) |
| |
Dep. José Lajes Emp. Im. SPE Ltda. |
50 |
|
50 |
|
(154) |
|
712 |
|
(426) |
|
(309) |
| |
Sítio Jatiuca Emp Im.SPE Ltda. |
50 |
|
50 |
|
8,905 |
|
6,327 |
|
2,824 |
|
3,915 |
| |
Reserva & Residencial Spazio Natura Emp. Im. SPE Ltda. |
50 |
|
50 |
|
690 |
|
693 |
|
(6) |
|
(1) |
| |
Grand Park - Parque das Aguas Emp Im Ltda |
50 |
|
50 |
|
9,553 |
|
6,410 |
|
5,537 |
|
552 |
| |
Grand Park - Parque das Arvores Emp. Im. Ltda |
50 |
|
50 |
|
14,594 |
|
9,039 |
|
7,204 |
|
633 |
| |
Dubai Residencial Emp Im. Ltda. |
50 |
|
50 |
|
8,031 |
|
6,220 |
|
2,892 |
|
825 |
| |
Costa Maggiore Emp. Im. Ltda |
50 |
|
50 |
|
6,963 |
|
4,352 |
|
4,930 |
|
(295) |
| |
City Park Brotas Emp. Imob. Ltda. |
50 |
|
50 |
|
1,019 |
|
900 |
|
216 |
|
413 |
| |
City Park Acupe Emp. Imob. Ltda. |
50 |
|
50 |
|
1,164 |
|
977 |
|
358 |
|
404 |
| |
Patamares 1 Emp. Imob. Ltda |
50 |
|
50 |
|
2,998 |
|
3,013 |
|
309 |
|
- |
| |
Acupe Exclusive Emp. Imob. Ltda. |
50 |
|
50 |
|
126 |
|
150 |
|
(68) |
|
- |
| |
Manhattan Square Emp. Imob. Coml. 1 SPE Ltda. |
50 |
|
50 |
|
1,727 |
|
113 |
|
2,389 |
|
- |
| |
Manhattan Square Emp. Imob. Coml. 2 SPE Ltda. |
50 |
|
50 |
|
625 |
|
624 |
|
(1) |
|
- |
| |
Manhattan Square Emp. Imob. Res. 1 SPE Ltda. |
50 |
|
50 |
|
4,591 |
|
1,945 |
|
4,932 |
|
- |
| |
Manhattan Square Emp. Imob. Res. 2 SPE Ltda. |
50 |
|
50 |
|
1,314 |
|
1,314 |
|
(1) |
|
- |
| |
SPE Reserva Ecoville/Office - Emp Im. S.A. |
50 |
|
50 |
|
12,266 |
|
8,345 |
|
4,298 |
|
- |
| |
Graça Emp. Imob. SPE Ltda |
50 |
|
50 |
|
387 |
|
(166) |
|
(215) |
|
- |
| |
Varandas Grand Park Emp. Im. Ltda. |
50 |
|
50 |
|
1,112 |
|
965 |
|
1,111 |
|
- |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
FIT 13 SPE Emp. Imob. Ltda |
50 |
|
50 |
|
8,392 |
|
7,725 |
|
1,253 |
|
- |
| |
SPE Pq Ecoville Emp Im S.A. |
50 |
|
- |
|
1,796 |
|
- |
|
(547) |
|
- |
| |
Apoena SPE Emp Im S.A. |
50 |
|
- |
|
1,848 |
|
- |
|
(206) |
|
- |
| |
Gafisa FIDC. |
100 |
|
100 |
|
16,854 |
|
16,476 |
|
- |
|
- |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
470,178 |
|
434,672 |
|
91,699 |
|
26,440 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Provision for loss on investments |
|
|
|
|
3,961 |
|
3,472 |
|
|
|
- |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
1,807,764 |
|
1,731,625 |
|
209,590 |
|
73,242 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Other investments (*) |
|
|
|
|
339,984 |
|
344,706 |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total investments |
|
|
|
|
2,147,748 |
|
2,076,331 |
|
|
|
|
| |
(*) As a result of the setting up in January 2008 of a special partnership (SCP), the Company started to hold quotas in such partnership that totaled R$ 339,984 at September 30, 2010 (June 30, 2010 R$ 344,706), as described in Note 12.
Page 46
(b) Negative goodwill on acquisition of subsidiaries
|
|
|
Net |
|
|
Cost |
Accumulated amortization |
9/30/2010 |
06/30/2010 |
Negative goodwill |
|
|
|
|
Redevco |
(31,235) |
24,478 |
(6,757) |
(8,045) |
9. Intangible assets
Goodwill on acquisition of subsidiaries
|
|
|
Consolidated | |
|
|
|
09/30/2010 |
06/30/2010 |
|
Cost |
Accumulated amortization |
Net |
|
Goodwill |
|
|
|
|
AUSA |
170,941 |
(18,085) |
152,856 |
152,856 |
Cipesa |
40,686 |
- |
40,686 |
40,686 |
Other |
5,240 |
(3,911) |
665 |
1,329 |
|
|
|
|
|
|
216,867 |
(21,997) |
194,207 |
194,871 |
|
|
|
|
|
Other intangible assets (a) |
|
|
15,480 |
16,280 |
|
|
|
|
|
|
|
|
209,687 |
211,151 |
(a) Refers to expenditures on acquisition and implementation of information systems and software licenses, net of amortization.
10. Loans and financing
Parent company | Consolidated | ||||
Type of operation | Annual interest rate | 09/30/2010 | 06/30/2010 | 09/30/2010 | 06/30/2010 |
Working capital: | |||||
CCB and Other |
0.66% to 4.34% + CDI | 429,945 | 532,696 | 553,489 | 678,377 |
National Housing System SFH (a) | TR + 8.3 % to 12.0% | 342,272 | 293,173 | 607,685 | 499,186 |
772,217 | 825,869 | 1,161,174 | 1,177,563 | ||
Current portion | 552,135 | 642,401 | 789,331 | 825,382 | |
Non-current portion | 220,082 | 183,468 | 371,843 | 352,181 |
Rates
§ CDI Interbank Deposit Certificate.
§ TR Referential Rate.
(a) Funding for developments SFH and for working capital correspond to credit lines from financial institutions.
At September 30, 2010, the Company has resources approved to be released for approximately 78 ventures amounting to R$ 421,315 (parent company) and R$ 1,283,872 (consolidated) (not audited) and that will be used in future periods, at the extent these developments progress physically and financially, according to the Companys project schedule.
Page 47
Consolidated non-current portion matures as follows:
|
Parent company |
|
Consolidated |
|
Maturity |
9/30/2010 |
6/30/2010 |
9/30/2010 |
6/30/2010 |
2011 |
38,880 |
147,833 |
79,335 |
229,637 |
2012 |
127,766 |
32,569 |
208,628 |
90,540 |
2013 |
53,436 |
3,066 |
83,880 |
32,004 |
|
|
|
|
|
|
220,082 |
183,468 |
371,843 |
352,181 |
Loans and financing are guaranteed by sureties of the investors, mortgage of the units, assignment of rights, receivables from clients and the proceeds from the sale of our properties (amount of R$ 2,824,262 not audited), which cover the following guarantees: (a) to creditors of the payment related to the purchase of land, (b) to clients who purchase the units related to the delivery of the real estate, and (c) to the creditor for the purchase of interest in real estate ventures.
Additionally, the consolidated balance of accounts pledged in guarantee totals R$ 527,211 at September 30, 2010 (R$ 507,858 at June 30, 2010) (Note 4).
Financial expenses of loans, finance and debentures are capitalized at cost of each venture, according to the use of funds, and appropriated to results based on the criterion adopted for recognizing revenue, or allocated to results if funds are not used, as shown below for the period ended September 30, 2010 and 2009:
Parent company | Consolidated | |||
09/30/2010 | 09/30/2009 | 09/30/2010 | 09/30/2009 | |
Gross financial charges | 178,773 | 168,581 | 265,760 | 230,550 |
Capitalized financial charges | (73,835) | (42,720) | (105,378) | (71,214) |
Net financial charges | 104,938 | 125,861 | 160,382 | 159,336 |
Financial charges included in | ||||
Properties for Sale: | ||||
Opening balance | 69,559 | 69,208 | 91,568 | 84,741 |
Capitalized financial charges | 73,835 | 42,720 | 105,378 | 71,214 |
Charges appropriated to income | (51,261) | (37,584) | (81,625) | (58,095) |
Closing balance | 92,133 | 74,344 | 115,321 | 97,860 |
Page 48
(A free translation of the original in Portuguese)
FEDERAL GOVERNMENT SERVICE |
(Unaudited) Corporate Legislation BASE DATE - 09/30/2010 |
01610-1 | GAFISA S/A | 01.545.826/0001-07 |
06.01 NOTES TO THE QUARTERLY INFORMATION
11. Debentures
In September 2006, the Company obtained approval for its Second Debenture Placement Program, which allowed it to place up to R$ 500,000 in non-convertible simple subordinated debentures secured by a general guarantee.
In June 2008, the Company obtained approval for its Third Debenture Placement Program, which allowed it to place R$ 1,000,000 in simple debentures with a general guarantee maturing in five years.
In April 2009, the subsidiary Tenda obtained approval for its First Debenture Placement Program, which allowed it to place up to R$ 600,000 in non-convertible simple subordinated debentures, in a single and undivided lot, secured by a floating and additional guarantee, with semi-annual maturities between October 1, 2012 and April 1, 2014. The funds raised through the placement will be exclusively used in the finance of real estate ventures focused only on the popular segment and that meet the eligibility criteria.
In August 2009, the Company obtained approval for its sixth placement of non-convertible simple debentures in two series, which have general guarantee, maturing in two years and unit face value at the issuance date of R$ 10,000, totaling R$ 250,000.
In December 2009, the Company obtained approval for its seventh placement of nonconvertible simple debentures in a single and undivided lot, sole series, secured by a floating and additional guarantee, in the total amount of R$ 600,000, maturing in five years.
Under the Second and Third Programs of Gafisa, the Company placed 24,000 and 25,000 series debentures, respectively, corresponding to R$ 240,000 and R$ 250,000, with the below features.
Under the First Program of Tenda, this subsidiary placed only one debenture, a sole series amounting to R$ 600,000, as shown below.
Parent company | Consolidated | ||||||
Program/placements | Principal | Annual | Final maturity | 09/30/2010 | 06/30/2010 | 09/30/2010 | 06/30/2010 |
Second program / First placement | 240,000 | CDI + 3.25% | September 2011 (called away in September 2010) | - | 149,049 | - | 149,049 |
Third program / First placement | 250,000 | 107.20% CDI | May 2013 | 260,057 | 252,916 | 260,057 | 252,916 |
Sixth placement | 250,000 | CDI + 1.5% | August 2011 (1st series) and June 2014 (2nd series) | 267,425 | 260,704 | 267,425 | 260,704 |
Seventh placement | 600,000 | TR + 8.25% | December 2014 | 612,684 | 597,465 | 612,684 | 597,465 |
First placement (Tenda) | 600,000 | TR + 8% | April 2014 | - | - | 625,802 | 611,474 |
1,140,166 | 1,260,134 | 1,765,968 | 1,871,608 | ||||
Current portion | 188,759 | 112,134 | 214,561 | 123,608 | |||
Non-current portion, principal | 951,407 | 1,148,000 | 1,551,407 | 1,748,000 |
Non-current portions mature as follows:
|
Parent Company |
|
Consolidated |
|
Maturity |
9/30/2010 |
6/30/2010 |
9/30/2010 |
6/30/2010 |
2011 |
- |
298,000 |
- |
298,000 |
2012 |
122,937 |
125,000 |
272,937 |
275,000 |
2013 |
422,937 |
425,000 |
722,937 |
725,000 |
2014 |
405,533 |
300,000 |
555,533 |
450,000 |
|
951,407 |
1,148,000 |
1,551,407 |
1,748,000 |
Page 49
The Company has restrictive debenture covenants which limit its ability to perform certain actions, such as the issuance of debt, and that could require the early redemption or refinancing of loans if the Company does not fulfill these. The first placement of the Second Program and the first placement of the Third Program have cross-restrictive covenants in which an event of default or early maturity of any debt above R$ 5 million and R$ 10 million, respectively, requires the Company to early amortize the first placement of the Second Program.
On July 21, 2009, the Company renegotiated with the debenture holders the restrictive debenture covenants of the Second Program, and obtained the approval for taking out the covenant that limited the Companys net debt to R$ 1.0 billion and increasing the financial flexibility, changing the calculation of the ratio between net debt and shareholders equity. As a result of these changes, interest repaid by the Company increased to CDI + 2% to 3.25% per year. The amount payable related to the Second Program was fully settled in September 2010.
The actual ratios and minimum and maximum amounts stipulated by these restrictive covenants, and at September 30, 2010 and June 30, 2010 are as follows
|
9/30/2010 |
6/30/2010 |
Third program first placement |
|
|
Total debt, less SFH debt, less cash and cash equivalents cannot exceed 75% of shareholders equity |
30% |
21% |
Total accounts receivable plus inventory of finished units required to be 2.2 times over the net debt |
5.3 times |
6.5 times |
|
|
|
Seventh placement |
|
|
EBIT balance is under 1.3 times the net financial expense |
-6.6 times |
-6 times |
Total accounts receivable plus inventory of finished units required to be 2.0 times over or less than zero the net debt and debt of projects |
-59.4 times |
-17.1 times |
Total debt, less debt of projects, less cash and cash equivalents cannot exceed 75% of shareholders equity plus noncontrolling interests |
-4% |
-13% |
At September 30, 2010, the Company is in compliance with the aforementioned clauses and other non-restrictive clauses
Expenses for placement of debentures and actual interest rates are as follows:
Transaction | Actual interest | Transaction cost to be | |
Issuance | cost | rate | appropriated |
Fifth issuance | 1,179 | 11.66% | 904 |
Sixth issuance | 2,077 | Series 1: 12.60% | 1,572 |
Series 2: 10.88% | |||
Seventh issuance | 7,040 | 11.00% | 5,867 |
Seventh issuance | 924 | 9.79% | 678 |
11,220 | 9,021 | ||
Current portion | 2,623 | ||
Non current portion | 6,398 |
Page 50
12. Other accounts payable
Parent company | Consolidated | |||
09/30/2010 | 06/30/2010 | 09/30/2010 | 06/30/2010 | |
Obligation to venture partners (a) | 300,000 | 300,000 | 380,000 | 380,000 |
Credit assignments | 80,266 | 100,724 | 80,567 | 104,470 |
Acquisition of investments | 3,094 | 3,094 | 21,850 | 23,327 |
Other accounts payable | 45,504 | 40,849 | 127,810 | 101,771 |
Rescission disbursement payable and provisions | - | - | 31,547 | 28,163 |
Dividends obligation to venture | - | - | 11,445 | 14,469 |
FIDC obligations | - | - | 23,326 | 27,326 |
Warranty provision | 23,827 | 21,702 | 35,091 | 31,165 |
Provision for loss on investments | 3,962 | 3,471 | - | - |
Loan with third parties | - | - | 28,726 | 28,089 |
456,653 | 469,840 | 740,362 | 738,780 | |
Current portion | 155,744 | 167,684 | 171,417 | 217,569 |
Non-current portion | 300,909 | 302,156 | 568,945 | 521,211 |
(a) In January 2008, the Company formed an unincorporated venture (SCP), the main objective of which is to hold interests in other real estate development companies. At September 30, 2010, the SCP received contributions of R$ 313,084 (represented by 13,084,000 Class A quotas held by the Company and 300,000,000 Class B quotas held by other venture partners). The SCP will preferably use these funds to acquire equity investments and increase the capital of its investees. As the decision to invest or not is made jointly by all quotaholders, the venture is treated as a variable interest entity and the Company deemed to be the primary beneficiary; at September 30, 2010, Obligations to venture partners amounting to R$ 300,000 mature on January 31, 2014. The SCP has a defined term which ends on January 31, 2014 at which time the Company is required to redeem the venture partner's interest. The venture partners receive a minimum dividend substantially equivalent to the variation in the Interbank Deposit Certificate (CDI) rate, at September 30, 2010, the amount accrued totaled R$ 5,071. The SCP's charter provides for the compliance with certain covenants by the Company, in its capacity as lead partner, which include the maintenance of minimum indices of net debt and receivables. At September 30, 2010, the SCP and the Company were in compliance with these clauses.
Page 51
In April 2010, Alphaville Urbanismo S.A. (Company) paid in the capital of a Company, the main objective of which is the holding of interests in other companies, which shall have as main objective the development and carry out of real estate ventures. At September 30, 2010, the Company has subscribed capital and paid-in capital reserve amounting to R$ 161,720 (comprising 81,719,641 common shares held by the Company and 80,000,000 preferred shares held by other shareholders). As a result of this transaction, because of prudence and taking into consideration the rights to which the holders of preferred shares are entitled, such as payment of fixed dividends and redemption, at September 30, 2010, an Obligation to venture partners account is recognized at R$ 80,000, with final maturity on March 31, 2014. The preferred shares shall pay cumulative fixed dividends, practically equivalent to the variation of the General Market Prices Index (IGP-M) plus 7.25% p.a., taking into consideration that the amount provisioned at September 30, 2010, totaled R$ 6,374. The Companys Bylaws sets out that certain matters shall be submitted for the approval from preferred shareholders through vote, such as the rights conferred by such shares, increase or reduction in capital, allocation of profit, set up and use of any profit reserve, and disposal of assets. At September 30, 2010, the Company is in compliance with the above-described clauses.
13. Commitments and provision for contingencies
The Company and its subsidiaries are party in lawsuits and administrative proceedings at several courts and government agencies that arise from the normal course of business, involving tax, labor, civil and other matters. Management, based on information provided by its legal counsel and analysis of the pending claims and, with respect to the labor claims, based on past experience regarding the amounts claimed, recognized a provision in an amount considered sufficient to cover the probable losses arising from claims in progress.
In the quarter ended September 30, 2010, the changes in the provision for contingencies are summarized as follows:
Page 52
Parent company | Consolidated | |
Balance at June 30, 2010 | 84,017 | 129,467 |
Additions | 3,755 | 10,878 |
Write-offs | (2,597) | (6,017) |
Balance at September 30, 2010 | 85,175 | 134,328 |
(-) Court-mandated escrow deposits | (67,955) | (75,142) |
17,220 | 59,186 | |
Current portion | 8,001 | 8,001 |
Non-current portion | 9,219 | 51,185 |
Tax, labor and civil lawsuits:
Parent company | Consolidated | |||
09/30/2010 | 06/30/2010 | 09/30/2010 | 06/30/2010 | |
Civil lawsuits (a) | 80,811 | 80,362 | 98,963 | 95,963 |
Tax lawsuits (b) | 348 | 347 | 12,974 | 12,663 |
Labor claims | 4,016 | 3,308 | 22,391 | 20,841 |
85,175 | 84,017 | 134,328 | 129,467 | |
(-) Court-mandated escrow deposits | (67,955) | (65,601) | (75,142) | (70,485) |
Net balance | 17,220 | 18,416 | 59,186 | 58,982 |
(a) At September 30, 2010, the provisions for contingent liability related to civil lawsuits include R$ 72,806 related to lawsuits in which the Company is included as successor in foreclosure actions, in which the original debtor is a former shareholder of Gafisa, Cimob Companhia Imobiliária (Cimob), among other companies of the group. The plaintiff alleges that the Company should be liable for the debts of Cimob. Some lawsuits, amounting to R$ 6,613, are backed by a guarantee insurance, in addition to a judicial deposit amounting to R$ 66,190, in connection with the blocking of Gafisas bank accounts; and there is also the blocking of Gafisas treasury to guarantee the foreclosure.
The Company is filing appeals against these decisions, as it considers that the inclusion of Gafisa in the lawsuits is legally unreasonable; these appeals aim at releasing amounts and obtaining the recognition that it cannot be held liable for the debt of a company that does not have any relationship with Gafisa. The Company has even obtained favorable decisions in some similar cases, in which it was construed that Gafisa is not eligible to be held liable for the debts of Cimob. The final decision on the Companys appeal, however, cannot be predicted at present.
(b) The subsidiary AUSA is a party in judicial lawsuits and administrative proceedings related to Excise Tax (IPI) and Value-added Tax on Sales and Services (ICMS) on two imports of aircraft in 2001 and 2005, respectively, under leasing agreements without purchase option. The likelihood of loss in the ICMS case is estimated by legal counsel as (i) probable in regard to the principal and interest, and (ii) remote in regard to the fine for noncompliance with ancillary obligations. The amount of the contingency estimated by legal counsel as a probable loss amounts to R$ 10,869 and is recorded in a provision in the financial information at September 30, 2010.
Page 53
At September 30, 2010, the Company is monitoring other lawsuits and risks, the likelihood of which, based on the position of legal counsel, is possible but not probable, totaling approximately R$ 195,993, calculated based on the estimated loss percentage, that may be incurred by Gafisa, taking into consideration the participation of third parties in the lawsuits for which management believes a provision for loss is not necessary.
(b) Commitment to complete developments
The Company is committed to deliver units to owners of land who exchange land for real estate units developed by the Company.
The Company is also committed to complete units sold and to comply with the requirements of the building regulations and licenses approved by the proper authorities.
As described in Note 4, at September 30, 2010, the Company has resources approved and recorded as restricted cash in guarantee of loans which will be released to the extent ventures progresses in the total amount of R$ 426,987 (parent company) and R$ 527,211 (consolidated) to meet these commitments.
14. Obligations for purchase of land and advances from clients
Parent company | Consolidated | |||
09/30/2010 | 06/30/2010 | 09/30/2010 | 06/30/2010 | |
Obligations for purchase of land | 146,243 | 123,351 | 322,339 | 312,327 |
Adjustment to present value | (5,260) | (5,602) | (10,218) | (7,956) |
Advances from clients | 97,858 | 91,052 | 231,666 | |
Development and services | 233,961 | |||
Barter transactions | 30,488 | 46,783 | 94,095 | 103,830 |
269,329 | 255,584 | 637,882 | 642,162 | |
Current portion | 210,957 | 208,200 | 460,470 | 466,078 |
Non-current portion | 58,372 | 47,384 | 177,412 | 176,084 |
The present value adjustment accreted to Real estate development operating costs for the quarter ended September 30, 2010 amount to R$ (639) (parent company) and R$ (941) (consolidated), according to the criteria described in Note 3(u).
Page 54
The annual net rate, already taking into consideration the indexes of contracts of obligations for purchase of land, adopted by the Company and its subsidiary, fluctuated between 4.45% and 7.64% in the quarter ended September 30, 2010.
15. Shareholders equity
15.1. Capital
At September 30, 2010, the Company's capital totaled R$ 2,729,187, represented by 431,509,499 nominative common shares without par value, 599,486 of which were held in treasury.
In the period ended September 30, 2010, there was no movement in common shares held in treasury.
Securities held in Treasury 09/30/2010 | ||||
Symbol | GFSA3 | |||
Class | - | |||
Type | Common | R$ | In thousands of R$ | |
Acquisition date | Amount | Weighted average price | % on outstanding shares | Market value |
20/11/2001 | 599,486 | 2.8880 | 0.14% | 7,823 |
(*) Market value calculated based on the closing price at the trading session on September 30, 2010 at R$13.05.
According to the Bylaws, the Companys capital may be increased without need of amending it, upon resolution of the Board of Directors, which shall set the conditions for issuance until the limit of 600,000,000 (six hundred million) common shares.
On April 27, 2010, the distribution of minimum mandatory dividends for 2009 was approved in the amount of R$ 50,716.
On May 27, 2010, the capital increase of R$ 20,283 with the issue of 9,797,792 shares was approved, arising from the merger of the shares of Shertis (Note 1).
In the quarter ended September 30, 2010, the capital increases were approved in the amount of R$ 16,288, related to the stock option plan and the exercise of 2,161,255 common shares.
The change in the number of shares outstanding is as follows:
|
Common shares in thousands |
June 30, 2010 |
428,748 |
Exercise of stock option |
2,161 |
|
|
September 30, 2010 |
430,909 |
15.2. Stock option plans
(i) Gafisa
A total of six stock option plans are offered by the Company. The first plan was launched in 2000 and is managed by a committee that periodically creates new stock option plans, determining their terms, which, among other things, (i) define the length of service that is required for employees to be eligible to the benefits of the plans, (ii) select the employees that will be entitled to participate, and (iii) establish the purchase prices of the preferred shares to be exercised under the plans.
Page 55
To be eligible for the plans (plans from 2000 to 2002), participant employees are required to contribute 10% of the value of total benefited options on the date the option is granted and, additionally, for each of the following five years, 18% of the price of the grant per year.
To be eligible for the 2006 and 2007 plans, employees are required to contribute at least 50% of the annual bonus received to exercise the options, under penalty of losing the right to exercise all options of subsequent lots.
The stock option may be exercised in one to five years subsequent to the initial date of the work period established in each of the plans. The shares are usually available to employees over a period of ten years after their contribution.
The Company records the cash receipt against a liability account to the extent the employees make advances for the purchase of the shares during the vesting period. There were no advanced payments in the year ended September 30, 2010.
The Company may decide to issue new shares or transfer the treasury shares to the employees in accordance with the clauses established in the plans. The Company has the right of first refusal on shares issued under the plans in the event of dismissals and retirement. In such cases, the amounts advanced are returned to the employees, in certain circumstances, at amounts that correspond to the greater of the market value of the shares (as established in the rules of the plans) or the amount inflation-indexed (IGP-M) plus annual interest at 3%.
In 2008, the Company issued a new stock option plan. In order to become eligible for the grant, employees are required to contribute from 25% to 80% of their annual net bonus to exercise the options within 30 days from the program date.
On June 26, 2009, the Company issued a new stock option plan for granting 1,300,000 options. In addition, the exchange of the 2,740,000 options of the 2007 and 2008 plans for 1,900,000 options granted under this new stock option plan was approved.
The assumptions adopted for recording the stock option plan for 2009 were the following: expected volatility of 40%, expected share dividends of 1.91%, and risk-free interest rate at 8.99%.
From July 1, 2009, the Companys management opted for using the Binomial and Monte Carlo models for pricing the options granted in replacement for the Black-Scholes model, because on its understanding these models are capable of including and calculating with a wider range of variables and assumptions comprising the plans of the Company. The effect of this model replacement was brought about prospectively on July 1, 2009, with the recording of income amounting to R$ 4,949 for the period ended September 30, 2010.
Page 56
On December 17, 2009, the Company issued a new stock option plan for granting 140,000 options. In addition, the exchange of the 512,280 options of the 2007 plan was approved for 402,500 options granted under this new stock option plan.
The changes in the number of stock options and corresponding weighted average exercise prices are as follows:
|
9/30/2010 |
6/30/2010 | ||
|
Number of options (*) |
Weighted average exercise price (*) |
Number of options (*) |
Weighted average exercise price (*) |
Options outstanding at the beginning of the period |
9,450,774 |
13.76 |
10,245,394 |
12.18 |
Options granted |
17,374 |
12.10 |
- |
- |
Options exercised |
(1,676,345) |
9.17 |
(604,678) |
6.28 |
Options expired |
- |
- |
(5,502) |
15.33 |
Options cancelled |
(79,430) |
15.03 |
(184,440) |
14.59 |
|
|
|
|
|
Options outstanding at the end of the period |
7,712,373 |
13.65 |
9,450,774 |
13.76 |
|
|
|
|
|
Options exercisable at the end of the period |
996,670 |
|
2,518,304 |
13.59 |
The analysis of prices is as follows, taking into consideration the split of shares on February 22, 2010:
|
Reais |
| |
|
09/30/2010 |
06/30/2010 | |
|
|
| |
Exercise price per option at the end of the period |
4.57-22.79 |
4.41-22.64 | |
|
|
| |
Weighted average exercise price at the option grant date |
8.62 |
8.62 | |
|
|
| |
Weighted average market price per share at the grant date |
8.10 |
8.10 | |
|
|
| |
Market price per share at the end of the period |
13.05 |
10.80 | |
The options granted will confer their holders the right to subscribe the Company's shares, after completing one to five years of employment with the Company (strict conditions on exercise of options), and will expire after ten years from the grant date.
At September 30, 2010, the dilution percentage is 0.27%, corresponding to earnings per share after dilution amounting to R$ 0.2699 (R$ 0.2706 before dilution) (June 30, 2010, dilution at 0.06%).
In the period ended September 30, 2010, the Company recognized the amounts of R$ 5,424 (parent company), and R$ 8,842 (consolidated), in operating expenses. The amounts recognized in the parent company represent the realization of the capital reserve in shareholders equity.
Page 57
(ii) Tenda
Tenda has a total of three stock option plans, the first two were approved in June 2008, and the other one in April 2009. These plans, limited to the maximum of 5% of total capital shares and approved by the Board of Directors, stipulate the general terms, which, among other things, (i) define the length of service that is required for employees to be eligible to the benefits of the plans, (ii) select the employees that will be entitled to participate, and (iii) establish the purchase prices of the preferred shares to be exercised under the plans.
In the option granted in 2008, when exercising the option the base price will be adjusted according to the market value of shares, based on the average price in the 20 trading sessions prior to the commencement of each annual exercise period. The exercise price is adjusted according to a fixed table of values, according to the share value in the market, at the time of the two exercise periods for each annual lot. In the options granted in 2009, the vesting price is adjusted by the IGP-M variation, plus interests at 3%. The stock option may be exercised by beneficiaries, who shall partially use their annual bonuses, as awarded, in up to 10 years subsequent to the initial date of the work period established in each of the plans. The shares are usually available to employees over a period of two to five years after their contribution.
In the period ended September 30, 2010, Tenda recorded stock option plan expenses amounting to R$ 2,865.
In view of the merger by Gafisa of the total outstanding shares issued by Tenda (Note 8), the stock option plans of Tenda were transferred to the parent company Gafisa, responsible for share issue. At September 30, 2010, the amount of R$11,035, related to the reserve for granting options of Tenda is recognized in the heading Current Accounts related to Real Estate Ventures and in the shareholders equity of Gafisa.
(iii) AUSA
The subsidiary AUSA has three stock option plans, the first launched in 2007. The stock option plan of AUSA was approved on June 26, 2007 at the Annual Shareholders' Meeting and at the Board of Directors Meeting held on the same date.
On June 1, 2010, two new stock option plans were issued by the Company for granting of a total of 738 options.
The assumptions adopted in the recognition of the stock option plan for 2009 were the following: expected volatility of 40% and risk-free interest rate at 9.39%
The changes in the number of stock options and their corresponding weighted average exercise prices for the year are as follows:
Page 58
|
09/30/2010 |
06/30/2010 | ||
|
Number of options |
Weighted average exercise price Reais |
Number of options |
Weighted average exercise price Reais |
Options outstanding at the beginning of the period |
2,295 |
8,012.12 |
1,557 |
6,843.52 |
Options granted |
- |
- |
738 |
10,477.60 |
Options exercised |
- |
- |
- |
- |
Options cancelled |
- |
- |
- |
- |
|
|
|
|
|
Options outstanding at the end of the period |
2,295 |
8,012.12 |
2,295 |
8,012.12 |
At September 30, 2010, 1,024 options were exercisable. The exercise prices per option on September 30, 2010 were from R$ 9,673.41 to R$ 10,732.80.
At September 30, 2010, the dilution percentage is 0.0003%, corresponding to earnings per share after dilution amounting to R$ 0.183409 (R$0.183410 before dilution) (June 30, 2010, dilution at 0.0003%).
The market value of each option granted was estimated at the grant date using the Binomial option pricing model.
16. Deferred taxes
Deferred taxes are recorded to reflect the future tax effects attributable to temporary differences between the tax bases of assets and liabilities and their respective carrying amounts.
According to CVM Instruction No. 371, of June 27, 2002, the Company, based on a technical study, approved by Management, on the estimate of future taxable income, recognized tax credits on income tax and social contribution loss carryforwards for prior years, which do not have maturity and can be offset up to 30% of annual taxable income. The carrying amount of deferred tax asset is periodically reviewed, whereas projects are reviewed annually; in case there are significant factors that may change such projection, these are reviewed over the year by the Company.
Deferred taxes result from the following:
Page 59
Parent company | Consolidated | |||
09/30/2010 | 06/30/2010 | 09/30/2010 | 06/30/2010 | |
Assets | 77,949 | 73,832 | 122,935 | 93,014 |
Temporary differences - Lalur | ||||
Income tax and social contribution loss carryforwards | 44,254 | 38,894 | 174,205 | 143,114 |
Tax credits from downstream | 778 | 1,557 | 8,251 | 11,068 |
Temporary differences - CPC | 52,099 | 51,950 | 62,397 | 64,497 |
175,080 | 166,233 | 367,788 | 311,693 | |
Liabilities | 87,847 | 86,813 | 87,847 | 86,813 |
Negative goodwill | ||||
Temporary differences - CPC | 26,882 | 26,328 | 39,586 | 33,185 |
Differences between income taxed | ||||
on cash basis and recorded on | 108,938 | 105,225 | 355,940 | 364,455 |
223,667 | 218,366 | 483,373 | 484,453 |
The Company calculates its taxes based on the recognition of results proportionally to the receipt of the contracted sales, in accordance with the tax rules determined by the Federal Revenue Service (SRF) Instruction No. 84/79, which differs from the calculation of the accounting revenues based on the costs incurred versus total estimated cost. The tax basis will crystallize over an average period of four years as cash inflows arise and the corresponding projects are completed.
Other than for Tenda, Gafisa has not recorded a deferred income tax asset on the tax losses and social contribution tax loss carryforwards of its subsidiaries which adopt the taxable income regime and do not have a history of taxable income for the past three years.
The projections of future taxable income consider estimates that are related, among other things, to the Company's performance and the behavior of the market in which it operates, as well as certain economic factors. Actual results could differ from these estimates.
Management considers that deferred tax assets arising from temporary differences will be realized at the extent the contingencies and events are settled.
Based on estimated future taxable income of Gafisa, the expected recovery profile of the income tax and social contribution loss carryforwards of the parent company and Tenda is:
|
Parent company |
Consolidated |
2010 |
- |
- |
2011 |
9,605 |
17,606 |
2012 |
34,649 |
51,979 |
2013 |
- |
18,455 |
2014 |
- |
33,927 |
Other |
- |
52,238 |
Total |
44,254 |
174,205 |
Page 60
The reconciliation of the statutory to effective tax rate for the periods ended September 30, 2010 and 2009:
|
Consolidated | |
|
9/30/2010 |
9/30/2009 |
Income before taxes on income and profit sharing |
372,065 |
276,593 |
Income tax calculated at the standard rate - 34% |
(126,502) |
(94,042) |
Net effect of subsidiaries taxed on presumed profit regime |
75,043 |
35,766 |
Amortization of negative goodwill |
- |
(5,203) |
Tax losses (negative tax basis used) |
115 |
115 |
Stock option plan |
(3,006) |
(5,966) |
Other permanent differences |
(683) |
4,426 |
|
(55,033) |
(64,904) |
(a) Adherence to the Crisis Tax Recovery Program (Crisis Refis)
Pursuant to Law No. 11,941/2009 of May 27, 2009 and the Provisional Measure No. 470/2009 of October 13, 2009, the Company and its subsidiaries submitted the Request for Special Installment Payment - REFIS IV to the Federal Revenue Service, with the migration of the debt balance of the Extraordinary Installment Payment of the Ministry of Finance (PAEX) and inclusion of the lawsuits ended against the Federal Revenue Service amounting to R$ 25,120. Such Law and Provisional Measure establish a reduction in fine, interest, legal charges and payment with tax loss. The Company opted for the cash payment of tax debts amounting to R$ 17,304, and the consolidated gain with the adherence to Refis amounted to R$ 3,999. The total portion payable in installment amounted to R$ 6,818, divided into 180 monthly installments, the minimum installment starting from September 2009 until the consolidation of the debt plus interest corresponding to the monthly variation of SELIC.
The Company is required to make regular tax and contribution payments, in installments and in cash, as basic condition for maintaining the installment payment and its conditions. At September 30, 2010, Company is in compliance with the payments.
17. Financial instruments
The Company and its subsidiaries participate in operations involving financial instruments. Management of these instruments is made through operational strategies and internal controls aimed at liquidity, return and safety. The use of financial instruments with objective of hedge is made through a periodical analysis of exposure to the risk that the management intends to cover (exchange, interest rate, etc) which is approved by the Board of Directors for authorization and performance of the proposed strategy. The policy on control consists of permanently following up the contracted conditions in relation to the conditions prevailing in the market. The Company and its subsidiaries do not invest for speculation in derivatives or any other risky assets. The result from these operations is consistent with the policies and strategies devised by the Companys management.
Page 61
The Companys and its subsidiaries operations are subject to the risk factors described below:
(a) Risk considerations
(i) Credit risk
The Company and its subsidiaries restrict their exposure to credit risks associated with cash and cash equivalents, investing in financial institutions considered highly rated and in short-term securities.
With regards to accounts receivable, the Company restricts its exposure to credit risks through sales to a broad base of clients and ongoing credit analysis. Additionally, there is no history of losses due to the existence of liens for the recovery of its products in the cases of default during the construction period.
Other than for Tenda, the Company management did not deem necessary the recognition of a provision to cover losses for the recovery of receivables related to delivered real estate units at September 30, 2010. There was no significant concentration of credit risks related to clients for this period.
(ii) Derivative financial instruments
The Company adopts the policy of participating in operations involving derivative financial instruments with the objective of mitigating or eliminating currency risks, as described below.
In the period ended September 30, 2009 the Company had derivative financial instruments, settled in that same year, with the objective of hedging against fluctuations in foreign exchange rates.
(iii) Interest rate risk
It arises from the possibility that the Company and its subsidiaries earn gains or incur losses because of fluctuations in the interest rates of its financial assets and liabilities. Aiming at mitigating this kind of risk, the Company and its subsidiaries seek to diversify funding in terms of fixed and floating rates. The interest rates on loans, financing and debentures are disclosed in Notes 10 and 11. The interest rates contracted on financial investments are disclosed in Note 4. Accounts receivable from real estate units delivered, as disclosed in Note 5, are subject to annual interest rate of 12%, appropriated on pro rata basis.
(iv) Capital structure risk (or financial risk)
It arises from the choice between own (capital contribution and retained earnings) and third-party capital that the Company and its subsidiaries make to finance their operations. In order to mitigate liquidity risks and optimize the weighted average cost of capital, the Company and its subsidiaries permanently monitor the levels of indebtedness according to the market standards and the fulfillment of indices (covenants) provided for in loan, finance and debenture contracts.
Page 62
(b) Valuation of financial instruments
The main financial instruments receivable and payable are described below, as well as the criteria for their valuation:
(i) Cash and cash equivalents
The market value of these assets does not differ significantly from the amounts presented on the quarterly information (Note 4). The contracted rates reflect usual market conditions.
Investment funds in which the Company has an exclusive interest make transactions with derivatives, among others. As mentioned in Note 4, the amount accounted for investment funds is recorded at market value at September 30, 2010.
(ii) Loans, financing and debentures
Loans and financing are recorded based on the contractual interest rates of each operation as amortized cost. Interest rate estimates for contracting operations with similar terms and amounts are used for the determination of market value. The terms and conditions of loans, financing and debentures obtained are presented in Notes 10 and 11. The fair value of the other loans and financing, recorded based on the contractual interest of each operation, does not significantly differ from the amounts presented in the quarterly information.
(c) Sensitivity analysis
The chart below shows the sensitivity analysis of financial instruments describing the risks that may incur material losses to the Company, considering the most probable scenario (scenario I), according to the assessment made by the Company. In addition, two other scenarios are described as provided for by CVM, through Instruction No. 475/08, in order to show a deterioration of 25% and 50% in the risk variable considered, respectively (scenarios II and III).
At September 30 and June 30, 2010, the Company has the following financial instruments:
a) Financial investments, loans and financing, and debentures linked to the Interbank Deposit Certificate (CDI)
b) Loans and financing and debentures linked to the Referential Rate (TR)
c) Receivables from clients and properties for sale, linked to the National Civil Construction Index (INCC)
The scenarios considered were as follows:
Scenario I: Probable management considered a 50% increase in the variables used for pricing
Page 63
Scenario II: Possible 25% increase/decrease in the risk variables used for pricing
Scenario III: Remote 50% decrease in the risk variables used for pricing
The chart below shows the sensitivity analysis of financial instruments describing the risks that may incur material losses to the Company, considering the most probable scenario (scenario I), according to the assessment made by the Management. In addition, two other scenarios are described as provided for by CVM, through Instruction No. 475/08, in order to show a deterioration of 25% and 50% in the risk variable considered, respectively (scenarios II and III).
At September 30, 2010:
|
|
Scenario | |||||
|
|
I |
|
II |
|
III | |
Instrument |
Risk |
Expected |
|
Drop |
High |
|
Drop |
|
|
|
|
|
|
|
|
Financial investments |
High/Drop of CDI |
46,864 |
|
(23,432) |
23,432 |
|
(46,864) |
Loans and financing |
High/Drop of CDI |
(26,565) |
|
13,282 |
(13,282) |
|
26,565 |
Debentures |
High/Drop of CDI |
(25,435) |
|
12,718 |
(12,718) |
|
25,435 |
|
|
|
|
|
|
|
|
Net effect of CDI variation |
|
(5,136) |
|
2,568 |
(2,568) |
|
5,136 |
|
|
|
|
|
|
|
|
Loans and financing |
High/Drop of TR |
(2,548) |
|
1,274 |
(1,274) |
|
2,548 |
Debentures |
High/Drop of TR |
(5,182) |
|
2,591 |
(2,591) |
|
5,182 |
|
|
|
|
|
|
|
|
Net effect of TR variation |
|
(7,730) |
|
3,865 |
(3,865) |
|
7,730 |
|
|
|
|
|
|
|
|
Clients |
High/Drop of INCC |
99,428 |
|
(49,714) |
49,714 |
|
(99,428) |
Inventory |
High/Drop of INCC |
49,385 |
|
(24,693) |
24,693 |
|
(49,385) |
|
|
|
|
|
|
|
|
Net effect of INCC variation |
|
148,813 |
|
(74,407) |
74,407 |
|
(148,813) |
At June 30, 2010:
|
|
Scenario | |||||
|
|
I |
|
II |
|
III | |
Instrument |
Risk |
Expected |
|
Drop |
High |
|
Drop |
|
|
|
|
|
|
|
|
Financial investments |
High/Drop of CDI |
67,647 |
|
(33,824) |
33,824 |
|
(67,647) |
Loans and financing |
High/Drop of CDI |
(32,379) |
|
16,189 |
(16,189) |
|
32,379 |
Debentures |
High/Drop of CDI |
(29,571) |
|
14,785 |
(14,785) |
|
29,571 |
|
|
|
|
|
|
|
|
Net effect of CDI variation |
|
5,697 |
|
(2,849) |
2,849 |
|
(5,697) |
|
|
|
|
|
|
|
|
Loans and financing |
High/Drop of TR |
(1,618) |
|
809 |
(809) |
|
1,618 |
Debentures |
High/Drop of TR |
(4,281) |
|
2,140 |
(2,140) |
|
4,281 |
|
|
|
|
|
|
|
|
Net effect of TR variation |
|
(5,898) |
|
2,949 |
(2,949) |
|
5,898 |
|
|
|
|
|
|
|
|
Clients |
High/Drop of INCC |
76,223 |
|
(38,111) |
38,111 |
|
(76,223) |
Inventory |
High/Drop of INCC |
44,629 |
|
(22,315) |
22,315 |
|
(44,629) |
|
|
|
|
|
|
|
|
Net effect of INCC variation |
|
120,852 |
|
(60,426) |
60,426 |
|
(120,852) |
Page 64
18. Related parties
18.1. Transaction with related parties Current Account operations
|
Current account |
Parent company |
Consolidated | ||
|
Condominium and consortia |
9/30/2010 |
6/30/2010 |
9/30/2010 |
6/30/2010 |
A116 |
Alpha 4 |
(3,358) |
(4,020) |
(3,358) |
(4,020) |
A146 |
Consórcio Ezetec & Gafisa |
5,713 |
1,801 |
5,713 |
1,801 |
A166 |
Consórcio Ezetec Gafisa |
9,318 |
1,290 |
9,318 |
1,290 |
A175 |
Cond Constr Empr Pinheiros |
3,101 |
3,066 |
3,101 |
3,066 |
A195 |
Condomínio Parque da Tijuca |
(994) |
(783) |
(994) |
(783) |
A205 |
Condomínio em Const. Barra First Class |
1,663 |
1,367 |
1,663 |
1,367 |
A226 |
Civilcorp |
3,899 |
2,062 |
4,641 |
2,062 |
A255 |
Condomínio do Ed Barra Premium |
1,313 |
1,261 |
1,313 |
1,261 |
A266 |
Consórcio Gafisa Rizzo |
(2,509) |
(2,611) |
(2,509) |
(2,611) |
A286 |
Evolucao Chacara das Flores |
9 |
9 |
9 |
9 |
A315 |
Condomínio Passo da Patria II |
563 |
563 |
563 |
563 |
A395 |
Cond Constr Palazzo Farnese |
(17) |
(17) |
(17) |
(17) |
A436 |
Alpha 3 |
(4,048) |
(4,283) |
(4,048) |
(4,283) |
A475 |
Condomínio Iguatemi |
3 |
3 |
3 |
3 |
A486 |
Consórcio Quintas Nova Cidade |
36 |
36 |
36 |
36 |
A506 |
Consórcio Ponta Negra |
2,338 |
2,488 |
2,338 |
2,488 |
A536 |
Consórcio SISPAR & Gafisa |
12,684 |
11,198 |
12,684 |
11,198 |
A575 |
Cd. Advanced Ofs Gafisa-Metro |
(1,754) |
(1,325) |
(1,754) |
(1,325) |
A606 |
Condomínio ACQUA |
(1,501) |
(2,586) |
(1,501) |
(2,586) |
A616 |
Cond.Constr.Living |
(1,939) |
(2,344) |
(1,939) |
(2,344) |
A666 |
Consórcio Bem Viver |
2,663 |
(391) |
2,663 |
(391) |
A795 |
Cond.Urbaniz.Lot Quintas Rio |
(8,086) |
(7,595) |
(8,086) |
(7,595) |
A815 |
Cond.Constr. Homem de Melo |
81 |
81 |
81 |
81 |
A946 |
Consórcio OAS Gafisa - Garden |
390 |
292 |
390 |
292 |
B075 |
Cond. de const. La Traviata |
(1,248) |
(869) |
(1,248) |
(869) |
B125 |
Cond. Em Constr LACEDEMONIA |
57 |
29 |
57 |
29 |
B226 |
Evolucao New Place |
(672) |
(675) |
(672) |
(675) |
B236 |
Consórcio Gafisa Algo |
722 |
678 |
722 |
678 |
B256 |
Columbia Outeiro dos Nobres |
(103) |
(153) |
(103) |
(153) |
B336 |
Evolucao - Reserva do Bosque |
14 |
14 |
14 |
14 |
B346 |
Evolucao Reserva do Parque |
47 |
38 |
47 |
38 |
B496 |
Consórcio Gafisa&Bricks |
668 |
656 |
668 |
656 |
B525 |
Cond.Constr. Fernando Torres |
136 |
136 |
136 |
136 |
B625 |
Cond de Const Sunrise Reside |
253 |
269 |
253 |
269 |
B746 |
Evolucao Ventos do Leste |
150 |
159 |
150 |
159 |
B796 |
Consórcio Quatro Estações |
(280) |
(1,323) |
(280) |
(1,323) |
B905 |
Cond em Const Sampaio Viana |
972 |
972 |
972 |
972 |
B945 |
Cond. Constr Monte Alegre |
1,430 |
1,429 |
1,430 |
1,429 |
B965 |
Cond. Constr.Afonso de Freitas |
1,654 |
1,653 |
1,654 |
1,653 |
B986 |
Consórcio New Point |
1,093 |
1,097 |
1,093 |
1,097 |
C136 |
Evolução - Campo Grande |
573 |
584 |
573 |
584 |
C175 |
Condomínio do Ed Oontal Beach |
(1,615) |
(1,165) |
(1,615) |
(1,165) |
C296 |
Consórcio OAS Gafisa - Garden |
5,762 |
6,050 |
5,762 |
6,050 |
C565 |
Cond Constr Infra Panamby |
(86) |
(90) |
(86) |
(90) |
C575 |
Condomínio Strelitzia |
(1,877) |
(1,391) |
(1,877) |
(1,391) |
C585 |
Cond Constr Anthuriun |
1,577 |
1,967 |
1,577 |
1,967 |
C595 |
Condomínio Hibiscus |
2,186 |
2,753 |
2,186 |
2,753 |
C605 |
Cond em Constr Splendor |
(1,856) |
(1,856) |
(1,856) |
(1,856) |
C615 |
Condomínio Palazzo |
(4,442) |
(1,775) |
(4,442) |
(1,775) |
C625 |
Cond Constr Doble View |
(4,922) |
(4,717) |
(4,922) |
(4,717) |
C635 |
Panamby - Torre K1 |
(512) |
129 |
(512) |
129 |
C645 |
Condomínio Cypris |
(3,219) |
(2,798) |
(3,219) |
(2,798) |
C655 |
Cond em Constr Doppio Spazio |
(2,716) |
(2,659) |
(2,716) |
(2,659) |
C706 |
Consórcio Res. Sta Cecília |
11,454 |
11,435 |
11,454 |
11,435 |
D076 |
Consórcio Planc e Gafisa |
(120) |
690 |
14 |
690 |
D096 |
Consórcio Gafisa&Rizzo (susp) |
1,030 |
1,418 |
1,030 |
1,418 |
D116 |
Consórcio Gafisa OAS - Abaeté |
(14,319) |
5,596 |
(14,319) |
5,596 |
D535 |
Cond do Clube Quintas do Rio |
1 |
1 |
1 |
1 |
D886 |
Cons OAS-Gafisa Horto Panamby |
(33,462) |
(33,799) |
(33,462) |
(33,799) |
D896 |
Consórcio OAS e Gafisa Horto Panamby |
5,845 |
5,845 |
5,845 |
5,845 |
E116 |
Consórcio Ponta Negra Ed Marseille |
(9,967) |
(9,737) |
(9,967) |
(9,737) |
E126 |
Consórcio Ponta Negra Ed Nice |
(5,835) |
(5,462) |
(5,835) |
(5,462) |
E166 |
Manhattan Square |
4,063 |
2,841 |
4,063 |
2,841 |
E336 |
Cons. Eztec Gafisa Pedro Luis |
3,354 |
(9,755) |
3,354 |
(9,755) |
E346 |
Consórcio Planc Boa Esperança |
1,568 |
1,308 |
5,727 |
1,308 |
E736 |
Consórcio OAS e Gafisa Tribeca |
(19,536) |
(15,505) |
4,008 |
(15,505) |
E746 |
Consórcio OAS e Gafisa Soho |
15,729 |
12,993 |
18,171 |
12,993 |
E946 |
Consórcio Gafisa |
(77) |
(77) |
(77) |
(77) |
F178 |
Consórcio Ventos do Leste |
158 |
148 |
159 |
148 |
S016 |
Bairro Novo Cotia |
9,509 |
9509 |
9,509 |
9509 |
S026 |
Bairro Novo Camaçari |
1,260 |
1260 |
1,260 |
1260 |
|
|
(16,031) |
(22,587) |
14,991 |
(22,587) |
|
|
|
|
|
|
|
Current account |
Parent company |
Consolidated | ||
|
Condominium and consortia |
9/30/2010 |
6/30/2010 |
9/30/2010 |
6/30/2010 |
|
GAF - GAFISA + MERGED COMPANIES |
|
|
|
|
|
Vida Participação Construtora Tenda |
45,127 |
45,127 |
- |
- |
0010 |
Gafisa SPE 10 SA |
(881) |
(711) |
(881) |
(711) |
0060 |
Gafisa Vendas I.Imob Ltda |
2,553 |
2,384 |
2,553 |
2,384 |
E910 |
Projeto Alga |
(25,000) |
(25,000) |
(25,000) |
(25,000) |
|
|
21,799 |
21,800 |
(23,328) |
(23,327) |
|
|
|
|
|
|
|
SPEs |
9/30/2010 |
6/30/2010 |
9/30/2010 |
6/30/2010 |
0020 |
Alphaville Urbanismo |
- |
13,270 |
8,941 |
- |
0030 |
Construtora Tenda |
12,485 |
(5,043) |
124,570 |
144,313 |
0040 |
Bairro Novo Emp Imob S.A. |
(296) |
1,968 |
|
- |
0050 |
Cipesa Empreendimentos Imobil. |
(387) |
404 |
(196) |
404 |
A010 |
The House |
84 |
84 |
- |
- |
A020 |
GAFISA SPE 46 EMPREEND IMOBILI |
4,606 |
13,914 |
1,796 |
- |
A070 |
GAFISA SPE 40 EMPR.IMOB LTDA |
187 |
1,028 |
57 |
290 |
A180 |
VISTTA IBIRAPUERA |
(74) |
(74) |
(74) |
(70) |
A290 |
Blue II Plan. Prom e Venda Lt |
(19,255) |
(2,612) |
- |
- |
A300 |
SAÍ AMARELA S/A |
(1,144) |
(1,144) |
- |
- |
A320 |
GAFISA SPE-49 EMPRE.IMOB.LTDA |
2,609 |
2,783 |
- |
2,783 |
A340 |
London Green |
9 |
9 |
9 |
9 |
A350 |
GAFISA SPE-35 LTDA |
(1,359) |
(3,183) |
- |
1 |
A410 |
GAFISA SPE 38 EMPR IMOB LTDA |
(7,222) |
4,808 |
- |
- |
A420 |
LT INCORPORADORA SPE LTDA. |
(1,132) |
(1,249) |
- |
- |
A490 |
RES. DAS PALMEIRAS INC. SPE LT |
(434) |
649 |
378 |
649 |
A580 |
GAFISA SPE 41 EMPR.IMOB.LTDA. |
(22,935) |
(20,321) |
105 |
- |
A630 |
Dolce VitaBella Vita SPE SA |
176 |
176 |
67 |
176 |
A640 |
SAIRA VERDE EMPREEND.IMOBIL.LT |
166 |
166 |
- |
166 |
A680 |
GAFISA SPE 22 LTDA |
(3,282) |
731 |
- |
- |
A720 |
CSF Prímula |
- |
(2,400) |
- |
- |
A730 |
GAFISA SPE 39 EMPR.IMOBIL LTDA |
(1,830) |
(2,117) |
- |
1,801 |
A750 |
CSF SANTTORINO |
149 |
149 |
149 |
149 |
A800 |
DV SPE SA |
(578) |
(578) |
- |
- |
A870 |
GAFISA SPE 48 EMPREEND IMOBILI |
(1,197) |
(622) |
5 |
- |
A990 |
GAFISA SPE-53 EMPRE.IMOB.LTDA |
(246) |
(183) |
20 |
- |
B040 |
Jardim II Planej.Prom.Vda.Ltda |
2,883 |
328 |
- |
- |
B210 |
GAFISA SPE 37 EMPREEND.IMOBIL. |
(2,558) |
1,424 |
(121) |
1,424 |
B270 |
GAFISA SPE-51 EMPRE.IMOB.LTDA |
(407) |
(430) |
- |
- |
B430 |
GAFISA SPE 36 EMPR IMOB LTDA |
12,269 |
16,419 |
- |
- |
B440 |
GAFISA SPE 47 EMPREEND IMOBILI |
65 |
(335) |
79 |
- |
B590 |
SUNPLACE SPE LTDA |
(2,655) |
(181) |
(21) |
- |
B600 |
SUNPLAZA PERSONAL OFFICE |
(21) |
(21) |
- |
- |
B630 |
Sunshine SPE Ltda. |
(81) |
944 |
(153) |
944 |
B640 |
GAFISA SPE 30 LTDA |
(11,378) |
(12,214) |
- |
- |
B760 |
Gafisa SPE-50 Empr. Imob. Ltda |
(524) |
(2,000) |
4,686 |
- |
B800 |
TINER CAMPO BELO I EMPR.IMOBIL |
2,371 |
(30,944) |
- |
- |
B830 |
GAFISA SPE-33 LTDA |
(1,893) |
3,011 |
- |
- |
B950 |
COND.AFONSO DE FREITAS |
(798) |
(798) |
- |
- |
C010 |
Jardim I Planej.Prom.Vda. Ltda |
(1,309) |
5,275 |
- |
1,664 |
C040 |
PAULISTA CORPORATE |
50 |
50 |
50 |
50 |
C070 |
VERDES PRAÇAS INC.IMOB SPE LT |
(24,556) |
(1,943) |
(49) |
- |
C080 |
OLIMPIC CONDOMINIUM RESORT |
(109) |
(22,706) |
(109) |
- |
C100 |
GAFISA SPE 42 EMPR.IMOB.LTDA. |
7,513 |
(1,016) |
- |
- |
C150 |
PENÍNSULA I SPE SA |
(3,083) |
(2,548) |
(984) |
516 |
C160 |
PENÍNSULA 2 SPE SA |
4,428 |
4,478 |
567 |
- |
C180 |
Blue I SPE Ltda. |
2,725 |
5,357 |
- |
2,140 |
C220 |
Blue II Plan Prom e Venda Lt |
(6) |
(6) |
- |
- |
C230 |
Blue II Plan Prom e Venda Lt |
(3) |
(3) |
- |
- |
C250 |
GRAND VALLEY |
123 |
123 |
123 |
123 |
C370 |
OLIMPIC CHAC. SANTO ANTONIO |
81 |
81 |
81 |
81 |
C400 |
FELICITA |
5 |
5 |
5 |
5 |
C410 |
Gafisa SPE-55 Empr. Imob. Ltda |
(1,883) |
67 |
199 |
67 |
C440 |
Gafisa SPE 32 |
42 |
(1,765) |
2,733 |
- |
C460 |
CYRELA GAFISA SPE LTDA |
- |
2,984 |
- |
- |
C480 |
Alto da Barra de São Miguel |
(118) |
(118) |
- |
- |
C490 |
Unigafisa Part SCP |
68,773 |
41,406 |
- |
- |
C510 |
PQ BARUERI COND - FASE 1 |
4 |
6 |
- |
- |
C540 |
Villagio Panamby Trust SA |
(1,439) |
(678) |
(415) |
(678) |
C550 |
DIODON PARTICIPAÇÕES LTDA. |
(11,171) |
(5,491) |
- |
- |
C680 |
DIODON PARTICIPAÇÕES LTDA. |
131 |
131 |
- |
- |
C800 |
GAFISA SPE 44 EMPREEND IMOBILI |
400 |
400 |
145 |
400 |
C850 |
Sitio Jatiuca Emp. Imob. S |
- |
- |
- |
- |
C860 |
Spazio Natura Emp. Imob. Ltd |
(5) |
(5) |
- |
- |
C870 |
SOLARES DA VILA MARIA |
7 |
7 |
- |
7 |
D080 |
O Bosque Empreend. Imob. Ltda |
177 |
177 |
177 |
177 |
D100 |
GAFISA SPE 65 EMPREEND IMOB LTD |
892 |
948 |
1,416 |
259 |
D280 |
Cara de Cão |
- |
(7,870) |
- |
- |
D340 |
Laguna Di Mare fase 2 |
6,599 |
(2,246) |
6,599 |
- |
D590 |
GAFISA SPE-72 |
1,345 |
1,664 |
850 |
- |
D620 |
Gafisa SPE-52 E. Imob. Ltda |
- |
143 |
- |
143 |
D630 |
GPARK ÁRVORES - FASE 1 |
- |
(5,625) |
- |
- |
D730 |
Gafisa SPE-32 Ltda |
2,220 |
2,220 |
(542) |
- |
D940 |
Terreno Ribeirão / Curupira |
- |
1,352 |
- |
- |
E080 |
TERRENO QD C-13 LOTE CENTRAL |
137 |
137 |
137 |
137 |
E210 |
UNIDADE AVULSA HOLLIDAY SALVA |
225 |
(225) |
- |
- |
E240 |
Edif Nice |
(95) |
(95) |
- |
- |
E350 |
Gafisa SPE-71 |
13 |
102 |
905 |
50 |
E360 |
Zildete |
- |
1,382 |
- |
- |
E380 |
Clube Baiano de Tênis |
856 |
313 |
856 |
- |
E410 |
Gafisa SPE-73 |
2 |
2 |
2,212 |
- |
E440 |
MADUREIRA - SOARES CALDEIRA |
- |
4,500 |
- |
- |
E550 |
Gafisa SPE 69 Empreendimertos |
(2,285) |
3,963 |
(174) |
- |
E560 |
GAFISA SPE 43 EMPR.IMOB.LTDA. |
5 |
5 |
- |
- |
E600 |
SPE Franere GAF 04 |
- |
(1,500) |
- |
- |
E770 |
Gafisa SPE-74 Emp Imob Ltda |
2,137 |
1,780 |
- |
- |
E780 |
GAFISA SPE 59 EMPREEND IMOB LTDA |
3 |
3 |
- |
3 |
E880 |
PROJETO VILLA-LOBOS |
- |
1,253 |
- |
- |
E970 |
Gafisa SPE 68 Empreendimertos |
23 |
23 |
- |
22 |
E980 |
Gafisa SPE-76 Emp Imob Ltda |
22 |
22 |
32 |
22 |
E990 |
Gafisa SPE-77 Emp Imob Ltda |
47 |
3,336 |
- |
- |
F100 |
Gafisa SPE-78 Emp Imob Ltda |
254 |
218 |
- |
159 |
F110 |
Gafisa SPE-79 Emp Imob Ltda |
24 |
24 |
- |
- |
F120 |
Gafisa SPE 70 Empreendimertos |
2,400 |
5 |
- |
5 |
F130 |
GAFISA SPE 61 EMPREENDIMENTO I |
(150) |
(150) |
- |
- |
F140 |
SOC.EM CTA.DE PARTICIP. GAFISA |
(878) |
(878) |
- |
- |
F260 |
Gafisa SPE-75 Emp Imob Ltda |
357 |
356 |
- |
- |
F270 |
Gafisa SPE-80 Emp Imob Ltda |
7 |
7 |
- |
- |
F520 |
Gafisa SPE-85 Emp Imob Ltda |
78 |
(749) |
- |
- |
F590 |
Gafisa SPE-81 Emp Imob Ltda |
(3,483) |
1,906 |
- |
- |
F600 |
Gafisa SPE-82 Emp Imob Ltda |
1 |
1 |
1 |
1 |
F610 |
Gafisa SPE-83 Emp Imob Ltda |
1,136 |
522 |
- |
502 |
F620 |
Gafisa SPE-87 Emp Imob Ltda |
983 |
1,282 |
- |
- |
F630 |
Gafisa SPE-88 Emp Imob Ltda |
196 |
(1,086) |
- |
- |
F640 |
Gafisa SPE-89 Emp Imob Ltda |
1,305 |
755 |
- |
- |
F650 |
Gafisa SPE-90 Emp Imob Ltda |
2,846 |
2,847 |
- |
688 |
F660 |
Gafisa SPE-84 Emp Imob Ltda |
(10,311) |
(10,160) |
- |
|
F910 |
Gafisa SPE-91 Emp Imob Ltda |
15,124 |
12,951 |
- |
258 |
F920 |
Angelo Agostini |
(898) |
(885) |
- |
- |
F940 |
Gafisa SPE-102 Emp Imob Ltda |
705 |
705 |
- |
- |
F950 |
SPE Franere Gafisa 06 |
(286) |
66 |
- |
- |
F970 |
Gafisa SPE-92 Emp Imob Ltda |
191 |
191 |
- |
- |
F980 |
Gafisa SPE-93 Emp Imob Ltda |
4,107 |
2,649 |
- |
- |
F990 |
Gafisa SPE-94 Emp Imob Ltda |
3,044 |
3,043 |
- |
- |
G010 |
Gafisa SPE-95 Emp Imob Ltda |
1,943 |
1,943 |
- |
- |
G020 |
Gafisa SPE-96 Emp Imob Ltda |
1,610 |
1,609 |
- |
- |
G030 |
Gafisa SPE-97 Emp Imob Ltda |
263 |
263 |
- |
- |
G040 |
Gafisa SPE-98 Emp Imob Ltda |
2,191 |
2,190 |
- |
- |
G050 |
Gafisa SPE-99 Emp Imob Ltda |
1,315 |
1,314 |
- |
- |
G060 |
Gafisa SPE-103 Emp Imob Ltda |
1,394 |
1,394 |
- |
- |
G150 |
SITIO JATIUCA SPE LTDA |
3,361 |
1,910 |
- |
- |
G160 |
DEPUT JOSE LAJES EMP IMOB |
37 |
36 |
37 |
36 |
G170 |
ALTA VISTTA |
36 |
156 |
36 |
156 |
G220 |
OAS CITY PARK BROTAS EMP. |
237 |
268 |
237 |
268 |
G250 |
RESERVA SPAZIO NATURA |
3 |
3 |
3 |
3 |
G260 |
CITY PARK ACUPE EMP. IMOB. |
429 |
429 |
429 |
429 |
G270 |
Gafisa SPE-106 Emp Imob Ltda |
7,834 |
7,637 |
- |
|
G280 |
Gafisa SPE-107 Emp Imob Ltda |
16 |
(2,120) |
- |
- |
G300 |
Gafisa SPE-109 Emp Imob Ltda |
960 |
748 |
- |
- |
G310 |
Gafisa SPE-110 Emp Imob Ltda |
(374) |
- |
- |
|
G320 |
Gafisa SPE-112 Emp Imob Ltda |
502 |
34 |
121 |
- |
G420 |
OFFICE LIFE |
62 |
626 |
62 |
626 |
G430 |
API SPE 29 Plan. E Desenv. |
(650) |
1,548 |
- |
- |
G490 |
ESPACIO LAGUNA 504 |
1,653 |
(1,290) |
1,653 |
- |
G500 |
CITY PARK EXCLUSIVE |
- |
534 |
- |
- |
G670 |
Jardins da Barra Desenv. Imob. |
28 |
- |
28 |
- |
G910 |
Apoena SPE Emp. Imob. |
(187) |
- |
(187) |
- |
L130 |
Gafisa SPE-77 Emp |
2,439 |
(1,143) |
- |
- |
N030 |
MARIO COVAS SPE EMPREENDIMENTO |
40 |
40 |
40 |
40 |
N040 |
IMBUI I SPE EMPREENDIMENTO IMO |
1 |
1 |
- |
1 |
N090 |
ACEDIO SPE EMPREEND IMOB LTDA |
1 |
1 |
- |
1 |
N120 |
MARIA INES SPE EMPREEND IMOB. |
1 |
1 |
- |
1 |
N230 |
GAFISA SPE 64 EMPREENDIMENTO I |
1 |
1 |
- |
1 |
N250 |
FIT Jd Botanico SPE Emp. |
1 |
1 |
- |
1 |
X100 |
CIPESA EMPREENDIMENTOS IMOBILI |
12 |
12 |
- |
12 |
|
|
51,207 |
37,423 |
157,571 |
161,415 |
|
|
|
|
|
|
|
Thirty partys works |
|
|
|
|
A053 |
Camargo Corrêa Des.Imob SA |
895 |
895 |
895 |
895 |
A103 |
Genesis Desenvol Imob S/A |
(264) |
(264) |
(264) |
(264) |
A213 |
Empr. Icorp. Boulevard SPE LT |
46 |
46 |
46 |
46 |
A833 |
Klabin Segall S.A. |
582 |
582 |
582 |
582 |
A843 |
Edge Incorp.e Part.LTDA |
146 |
146 |
146 |
146 |
A853 |
Multiplan Plan. Particip. e Ad |
100 |
100 |
100 |
100 |
A973 |
Ypuã Empreendimentos Imob |
4 |
4 |
4 |
4 |
A983 |
Holiday Inn São Jose |
447 |
447 |
447 |
447 |
B023 |
IURD Jundiaí |
40 |
40 |
40 |
40 |
B053 |
Cond.Constr. Jd Des Tuiliere |
(122) |
(122) |
(122) |
(122) |
B103 |
Rossi AEM Incorporação Ltda |
3 |
3 |
3 |
3 |
B113 |
Magna Vita |
48 |
48 |
48 |
48 |
B293 |
Patrimônio Constr.e Empr.Ltda |
307 |
307 |
307 |
307 |
B323 |
Camargo Corrêa Des.Imob SA |
329 |
329 |
329 |
329 |
B353 |
Cond Park Village |
(107) |
(107) |
(107) |
(107) |
B363 |
Boulevard Jardins Empr Incorp |
(6,397) |
(6,397) |
(6,397) |
(6,397) |
B383 |
Rezende Imóveis e Construções |
(54) |
(54) |
(54) |
(54) |
B393 |
São José Constr e Com Ltda |
775 |
775 |
775 |
775 |
B403 |
Condomínio Civil Eldorado |
335 |
335 |
335 |
335 |
B423 |
Tati Construtora Incorp Ltda |
293 |
293 |
293 |
293 |
B693 |
Columbia Engenharia Ltda |
341 |
431 |
341 |
431 |
B753 |
Civilcorp Incorporações Ltda |
8 |
8 |
8 |
8 |
B773 |
Waldomiro Zarzur Eng. Const.Lt |
1,818 |
1,818 |
1,818 |
1,818 |
B783 |
Rossi Residencial S/A |
431 |
431 |
431 |
431 |
B863 |
RDV 11 SPE LTDA. |
(781) |
(781) |
(781) |
(781) |
B813 |
Tangua Patrimonial Ltda |
(750) |
(495) |
(750) |
(495) |
B913 |
Jorges Imóveis e Administrações |
- |
1 |
- |
1 |
C273 |
Camargo Corrêa Des.Imob SA |
(261) |
(263) |
(261) |
(263) |
C283 |
Camargo Corrêa Des.Imob SA |
(215) |
(220) |
(215) |
(220) |
C433 |
Patrimônio Const Empreend Ltda |
155 |
155 |
155 |
155 |
D963 |
Alta Vistta Maceio (Controle) |
1 |
1 |
1 |
1 |
D973 |
Forest Ville (OAS) |
752 |
752 |
752 |
752 |
D983 |
Garden Ville (OAS) |
244 |
244 |
244 |
244 |
E093 |
JTR - Jatiuca Trade Residence |
(1) |
(1) |
(1) |
(1) |
E103 |
Acquarelle (Controle) |
637 |
637 |
637 |
637 |
E133 |
Riv Ponta Negra - Ed Nice |
2,983 |
3,318 |
2,983 |
3,318 |
E313 |
Palm Ville (OAS) |
681 |
183 |
681 |
183 |
E323 |
Art Ville (OAS) |
228 |
228 |
228 |
228 |
E503 |
OSCAR FREIRE OPEN VIEW |
(190) |
(183) |
(190) |
(183) |
E513 |
OPEN VIEW GALENO DE ALMEIDA |
(61) |
(61) |
(61) |
(61) |
F323 |
Conj Comercial New Age |
4,782 |
4,682 |
4,782 |
4,682 |
F833 |
Carlyle RB2 AS |
(1,493) |
(1,500) |
(1,493) |
(1,500) |
F873 |
Partifib P. I. Fiorata Lt |
29 |
29 |
29 |
29 |
|
Other |
2,620 |
568 |
2,615 |
568 |
|
|
9,364 |
7,388 |
9,359 |
7,388 |
|
|
|
|
|
|
|
Grand total (a)) |
66,339 |
44,025 |
158,593 |
122,889 |
Page 65
(a) The nature of related party operations is described in Note 7 (a).
18.2. Endorsements, guaranties and sureties
The financial transactions of the wholly-owned subsidiaries or special purpose entities of the Company have the endorsement or surety in proportion to the interest of the Company in the capital stock of such companies, except for certain specific cases in which the Company provide guaranties for its partners.
19. Profit sharing
The Company has a profit sharing plan that entitles its employees and those of its subsidiaries to participate in the distribution of profits of the Company that is tied to a stock option plan, the payment of dividends to shareholders and the achievement of specific targets, established and agreed-upon at the beginning of each year. At September 30, 2010, the Company recorded a provision for profit sharing amounting to R$ 8,893 in the parent company balance and R$ 19,118 in consolidated balance under the heading General and Administrative Expenses.
20. Management compensation
The amounts recorded in the heading General and Administrative Expenses referring to the compensation of the Companys key management personnel are as follows:
|
9/30/2010 |
Fees of Board of Directors members |
768 |
Fees of Executive Board members |
1,790 |
Fees of Fiscal Council |
103 |
|
2,661 |
In addition, see below the comments on each of the following categories in relation to the Management compensation, in accordance with item 17 of CPC No. 05(R1),
Page 66
|
|
Short-term employee and key management personnel benefits |
See Note 19 |
Post-employment benefits |
Not applicable |
Other long-term benefits |
Not applicable |
Termination benefits |
Not applicable |
Share-based payment |
See Note 15 |
The annual aggregate amount to be distributed among the Companys key management personnel for 2010 as fixed and variable compensation is R$ 9,782 according to the Annual Shareholders Meeting held on October 14, 2010.
21. Insurance
Gafisa S.A. and its subsidiaries maintain insurance policies against engineering risk, barter guarantee, guarantee for the completion of the work and civil liability related to unintentional personal damages caused to third parties and material damages to tangible assets, as well as against fire hazards, lightning strikes, electrical damages, natural disasters and gas explosion. The contracted coverage is considered sufficient by management to cover possible risks involving its assets and/or responsibilities. In view of their nature, the risk assumptions made are not included in the scope of the review of quarterly information. Accordingly, they were not reviewed by our independent public accountants.
The chart below shows coverage by insurance policy and respective amounts at September 30, 2010:
Insurance type |
Coverage in thousands of R$ |
Engineering risks and completion guarantee |
2,783,853 |
All risks insurance |
240,000 |
Directors & Officers liability insurance |
115,000 |
|
3,138,853 |
22. Segment information
Starting in 2007, following the respective acquisition, formation and merger of AUSA, FIT Residencial, Bairro Novo and Tenda, the Company's Management assesses segment information on the basis of different business segments and economic data rather than based on the geographic regions of its operations.
The segments in which the Company operates are the following: Gafisa for ventures targeted at high and medium income; Alphaville for platted lots; and Tenda for ventures targeted at low income.
Page 67
The Company's chief executive officer, who is responsible for allocating resources among the businesses and monitoring their progresses, uses economic present value data, which is derived from a combination of historical and forecasted operating results. The Company provides below a measure of historical profit or loss, selected segment assets and other related information for each reporting segment.
This information is gathered internally in the Company and used by management to develop economic present value estimates, provided to the chief executive officer for making operating decisions, including the allocation of resources among segments. The information is derived from the statutory accounting records which are maintained in accordance with the accounting practices adopted in Brazil. The reporting segments do not separate operating expenses, total assets and depreciation. No revenues from an individual client represented more than 10% of net sales and/or services.
09/30/2010 | ||||
Gafisa S.A. | TENDA | AUSA | Total | |
Net operating revenue | 1,575,824 | 932,010 | 284,389 | 2,792,223 |
Operating cost | (1,163,686) | (662,304) | (158,164) | (1,984,154) |
Gross profit | 412,138 | 269,706 | 126,225 | 808,069 |
Gross margin - % | 26.2% | 28.9% | 44.4% | 28.9% |
Receivables from clients (current and long term) | 2,927,364 | 1,892,917 | 318,924 | 5,139,205 |
Properties for sale | 1,259,685 | 405,173 | 171,057 | 1,835,915 |
Other assets | 1,445,258 | 707,954 | 106,659 | 2,259,871 |
Total assets | 5,632,307 | 3,006,044 | 596,640 | 9,234,991 |
09/30/2009 | ||||
Gafisa S.A. | TENDA | AUSA | Total | |
Net operating revenue | 1,218,156 | 726,098 | 180,552 | 2,124,806 |
Operating cost | (909,191) | (496,226) | (118,223) | (1,523,640) |
Gross profit | 308,965 | 229,872 | 62,329 | 601,166 |
Gross margin - % | 25.4% | 31.7% | 34.5% | 28.3% |
Receivables from clients (current and long term) | 2,113,616 | 1,059,130 | 207,664 | 3,380,410 |
Properties for sale | 1,251,641 | 357,130 | 153,661 | 1,762,432 |
Other assets | 774,723 | 967,412 | 46,562 | 1,788,697 |
Total assets | 4,139,980 | 2,383,672 | 407,887 | 6,931,539 |
(i) Includes all subsidiaries, except Tenda and Alphaville Urbanismo S.A.
Page 68
23. Subsequent events
(a) Acquisition of the debenture of the sixth placement
On October 22, 2010, the Company called away the first series of the sixth placement of simple debentures.
The acquisition of the first series debentures was made upon the payment of R$162,858, taking into consideration that such payment amount was determined based on the unit face value of debentures plus the interest payable, calculated on pro rata basis, plus premium, pursuant to Clause 4.12.5 of its Indenture. The first series debentures will be cancelled by the Company.
(b) Debenture Eighth Placement
In November 2010, Gafisa started to carry out the eighth placement of non-convertible simple debentures, unsecured, in the amount of R$ 300,000,000.00, in two series, the first maturing on October 15, 2015, and the second on October 15, 2016.
The funds raised will be used for paying and getting an extension for the debts of the Company.
The interest of the first series will be equivalent to the CDI rate variation plus 1.95% p.a., whereas that of the second series will be a fixed rate at 7.96% p.a. plus inflation-indexation adjustments based on the IPCA.
Gafisa has restrictive debenture covenants which limit its ability to perform certain actions, such as the issue of a debt, and that could require the early redemption or refinancing of loans if the Company does not fulfill these.
***
Page 69
07.01 COMMENT ON THE COMPANY PERFORMANCE IN THE QUARTER
SEE 12.01 - COMMENT ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER.
Page 70
12.01 COMMENT ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER
Gafisa Reports Results for Third Quarter 2010
--- Launches grew to R$1.2 billion in the quarter and R$2.9 billion in the 9M10, 140% and 127% higher, respectively, than the same periods of 2009 ---
--- Adjusted EBITDA grew to R$197 million on Adjusted EBITDA Margin of 20.6% ---
-- Net Income increased 83% to R$117 million versus 3Q09. Net margin was 12.2% ---
IR Contact Luiz Mauricio Garcia Rodrigo Pereira Email: ri@gafisa.com.br IR Website: www.gafisa.com.br/ir 3Q10 Earnings Results Conference Call Wednesday, November 17, 2010 > In English 09:00 AM US EST 12:00 PM Brasilia Time Phones: +1 (877) 317-6776 (US only) +1 (412) 317-6776 (Other countries) Code: Gafisa > In Portuguese 07:00 AM US EST 10:00 AM Brasilia Time Phone: +55 (11) 2188-0155 Code: Gafisa Shares GFSA3 Bovespa GFA NYSE Total Outstanding Shares: 431,509,499 Average daily trading volume (90 days1): R$ 118.3 million 1) Up to November 12th, 2010. FOR IMMEDIATE RELEASE - São Paulo, November 16th, 2010 Gafisa S.A. (Bovespa: GFSA3; NYSE: GFA), Brazils leading diversified national homebuilder, today reported financial results for the third quarter ended September 30, 2010. Commenting on results, Wilson Amaral, CEO of Gafisa, said, We are pleased to report another solid quarter for the Company, underscored by the strength of our product lines and portfolio of three respected brands, Gafisa, AlphaVille and Tenda, as well as the effectiveness of our national sales force. This combination along with a positive economic climate and high demand gave us the latitude to make favorable price adjustments, holding steady on our operating and strong backlog margins in the face of inflationary pressure on some operating costs. As expected, we also continued to see the dilution of SG&A expenses, which for consecutive quarters has declined as a percentage of consolidated revenues, as the integration of Tenda and ramp up of its sales benefit the Companys results. Our EBITDA margin for the quarter improved to 20.6%, an 80 basis point increase over Q2 and over the previous years third quarter. During the 3Q10, Gafisa exceeded the top end of its full-year guidance estimate for EBITDA margin, while year-to-date EBITDA margin reached 19.7%. Amaral added,Gafisa remains well positioned to profit from the significant opportunities offered by the sustained growth of the Brazilian economy and homebuilding sector. Cash on hand of R$ 1.2 billion, accelerated cash flow expected in 2011 and the recent successful placement of an R$300 million debenture which will reduce our overall financing costs, put us in a strong position to achieve our growth trajectory. While our cash burn rate is expected to remain at a similar level in the 4Q10, we expect this ratio to be positive in 2011, as some 7,000 legacy Tenda units requiring the use of working capital are transferred until 2Q11. With the expected positive cash flow for full year 2011, we will be able to reduce our financial leverage, which, along with an increase in the use of Blue-print Mortgages (Associative Credit) which require no working capital for Tendas MCMV units, will contribute to meeting our launch volume targets and at the same time keeping leverage at a comfortable level.
3Q10 - Operating & Financial Highlights
▲ Consolidated launches totaled R$ 1.24 billion for the quarter, a 140% increase over 3Q09. Tendas reached R$ 481 million in the quarter, and R$ 1,068 million in the 9M10, 122% higher than 9M09.
▲ Pre-sales reached R$ 1.02 million for the quarter, a 27% increase as compared to 3Q09 or 26% increase when comparing 9M10 with 9M09.
▲ Net operating revenues, recognized by the Percentage of Completion (PoC) method, rose 9.1% to R$ 957.2 million from R$ 877.1 million in the 3Q09, reflecting a strong and continuing pace of execution.
▲ Adjusted Gross Profit (w/o capitalized interest) reached R$ 310 million, 12% higher than the same period of 2009, with 32.3% adjusted gross margin.
▲ Adjusted EBITDA reached R$ 197.3 million with a 20.6% margin, a 13.4% increase when compared to Adjusted EBITDA of R$ 174 million reached in the 3Q09, mainly due to continued and strong performance in all segments and better SG&A ratio. Accumulated 9M10 EBITDA grew 52% when compared to the same period of 2009.
Page 71
▲ Net Income before minorities, stock option and non recurring expenses was R$ 132.9 million for the quarter (13.9% adjusted net margin), an increase of 50% compared with the R$ 88.6 million in the 3Q09.
▲ The Backlog of Revenues to be recognized under the PoC method rose 18% to R$ 3.4 billion from R$ 2.9 billion reached in the 3Q09. The margin to be recognized improved 322 bps to 38.2%.
Page 72
Index
CEO Comments and Corporate Highlights for 3Q10
04
Recent Developments
05
Launches
07
Pre-Sales
08
Sales Velocity
09
Operations
09
Land Bank
10
Gross Profit
12
SG&A
12
EBITDA
13
Net Income
13
Backlog of Revenues and Results
14
Liquidity
16
Outlook
17
Page 73
CEO Comments and Corporate Highlights for 3Q10
The third quarter was another of substantial achievement and expansion for Gafisa. The Company continued to execute on a strategy that leverages its segment and geographic diversification through three well regarded brands, Gafisa, AlphaVille and Tenda, a strong proprietary sales force, and exceptional execution capabilities to achieve sales in excess of R$ 1 billion on launches of over R$ 1.2 billion during the quarter. GDP growth of the Brazilian economy, estimated to reach approximately 7.5% for 2010, as well as greater access to financing and a number of other factors, point to continued expansion and opportunity in our sector for the long-term.
Economic trends remained very positive throughout the third quarter, notably the decline of Brazils unemployment rate to a record-low 6.2%, the continued expansion of real wages, which in September were 6% higher than in the prior year, and the expansion of bank lending, which in August increased by its fastest pace in more than a year. These factors contributed to high levels of consumer confidence and collective purchasing power that continued to benefit Gafisa and the homebuilding industry as a whole. Measures taken by policy makers at the Central Bank to limit the negative effects of economic expansion also appeared to have the desired outcome, with current 2011 inflation forecasts now in the vicinity of a more manageable five percent.
Caixa Economica Federal (CEF), which administers the Minha Casa, Minha Vida program, continues to facilitate home purchasing by providing a range of incentives and programs that encourage home ownership. The banks ability to process significantly higher mortgage volumes will benefit Tenda and other companies dedicated to the lower income housing segment. Through September, Caixa directed more than R$ 53 billion to affordable home financing. The bank expects to meet its lending objective of R$ 70 billion in 2010, far surpassing the R$ 47 billion that was provided to the sector during 2009.
Substantial improvements in the efficiency of Tendas interaction with Caixa under Minha Casa, Minha Vida continued during the third quarter; the number of units processed under the program climbed to approximately 8,000 from 6,239 in Q210. Tenda has also significantly increased the number of units submitted and approved under the Credito Associativo program, which positively benefited its cash flow position, and constituted 62% of Tendas third quarter unit sales. This performance reflects the fact that Tenda continues to be very well-placed to benefit from the formalization of the Brazilian housing sector. Not only does Tenda feature an array of products that are suitable for low-income home buyers, it also has a competitive advantage in offering one of the lowest price points in the industry.
Prioritizing the hire of talented professionals and merit-based promotion has been a cornerstone of our success at Gafisa, and of late we have been increasingly reaping the benefits of this professional culture within our in-house sales teams. As an integral part of our business, through October 2010, our internal sales force generated approximately 45% of total sales at Gafisa and 82% of total sales at Tenda, driving sales up by 21% over the previous quarter and also helping to reduce the need for outsourced brokers in such a demanding market. We expect to be able to continue develop our well-respected brand names in new and existing markets, maximize sales of our broad product portfolio through complimentary sales channels and leverage our expertise, positioning and key relationships in all segments of this fast-growing housing market.
Since we are approaching the end of 2010, we now have a clearer vision of what to expect for the full year. Consequently, we are narrowing the original guidance range from R$ 4.0 to R$ 5.0 billion in launches to R$ 4.2 to R$ 4.6 billion. We expect Tenda to represent approximately 36% of our total launches in 2010.
Finally, I would like to briefly note that the Gafisa brand delivered its 1000th project in the Companys history during the quarter. The reaching of this milestone is a reminder of the deep real estate experience and execution capacity that Gafisa has built in becoming a recognized leader in the industry.
Wilson Amaral, CEO -- Gafisa S.A.
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Recent Developments
Improved EBITDA Margin - Gafisas improved EBITDA margin of 20.6% in the third quarter continue to reflect the gradual delivery of older, lower margin units that negatively impact the companys results, while the integration of Tenda and other structural efficiencies contributed to improved SG&A ratios.
The Companys strong backlog margin, which reached 38.2%, is an indicator of future results, reflecting the successful selling of newer higher margin projects, while the Company has also been effective in selling units of legacy projects with slimmer margins. Through the middle of 2011, Tenda should deliver 11,000 units, a majority of them derived from the aforementioned legacy launches.
AlphaVille Expansion - In the 3Q10 AlphaVille launched two successful projects in the northern part of the country. The first launch, insert name, was in Teresina, the capital and largest city of the Brazilian state of Piauí. According to IBGE, the city of Teresina is home to over 750,000 inhabitants, distributed over an area of 1,680 km2 (650 mi2). The project, AlphaVilles first in the state of Piauí, consists of 746 units and features a leisure club of 24,000 m² and green areas of more than 340,000 m². The projects PSV is R$ 111 MM. By the end of October sales exceeded 95%. Alphavilles second project launch was in the city of Belém, the capital of the state of Pará. Its metropolitan area has over 2 million inhabitants. Sales of the projects units began only in October, and the project was more than 50% sold by the end of the month.
Gafisa Brand Celebrates Completion of 1000th Project - On October 19, Gafisa celebrated the delivery of the Companys 1000th project, Terraças Alto do Lapa, a twenty-four story, 192-unit apartment building located in São Paulo. The reaching of this milestone is a testament to the deep real estate experience and execution capacity within the Gafisa organization.
Presidential Election - The recent reelection on October 31st of the Brazilian President from the incumbent Workers' Party that created and implemented Minha Casa, Minha Vida and other programs in support of home ownership provides a high level of confidence in the continuity of such policies. In late August, the government had previously announced that it would boost capital of Caixa Economica Federal, the state-run lender responsible for administering Minha Casa, Minha Vida, by 2.5 billion reais, the latest in a series of events that signal the intention to fund programs in support of the housing sector.
R$ 300 million Debenture Issuance - On November 5th, Gafisa announced that it completed the pricing of a R$ denominated issue of 5 year and 6 year notes, consisting of R$ 300,000,000 aggregate principal amount split in R$ 287,000,000 for a 5 year issue and R$ 13,000,000 for a 6 year issue. The notes bear interest at very competitive rates of CDI + 1.95% p.a. for the 5 year and IPC-A + 7.96% p.a. for the 6 year, reflecting the Companys strong market position and growth prospects, and replace debt at a savings of 1.5% per annum. The notes will mature on October 15, 2015 and October 15, 2016, respectively.
New Chairman and Board members On November 8th, Gafisa announced the appointment of Caio Racy Mattar to succeed Gary Garrabrant as non-executive chairman of the board. Gary Garrabrant and Thomas McDonald, both from Equity International (EI), elected to step down from the board of directors following the reduction in EIs holdings in Gafisa. Caio R. Mattar has served on the Companys board of directors since February 2006 bringing significant board, public company and construction market experience. This change followed the election on October 14th of Wilson Amaral de Oliveira and Renato de Albuquerque to Gafisas Board of Directors, allowing it to benefit from additional real estate expertise, proven leadership skills and diversity of experience. Wilson Amaral de Oliveira has been the chief executive officer of Gafisa S.A. since December 2005. Under his guidance the Company has grown to be one of the largest construction companies in Brazil. Mr. Albuquerque, a co-founder of AlphaVille Urbanismo, Brazils leading builder of community developments, has been a pioneer in the Brazilian real estate sector for fifty years. All other board members remained in their original positions.
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Operating and Financial Highlights | 3Q10 | 3Q09 | 3Q10 vs. | 2Q10 | 3Q10 vs. | 9M10 | 9M09 | 9M10 vs. |
(R$000, unless otherwise specified) | 3Q09 (%) | 2Q10 (%) | 9M09 (%) | |||||
Launches (%Gafisa) | 1,236,947 | 514,346 | 140.5% | 1,008,528 | 22.6% | 2,948,685 | 1,300,871 | 126.7% |
Launches (100%) | 1,450,961 | 606,463 | 139.2% | 1,461,510 | -0.7% | 3,762,345 | 1,527,298 | 146.3% |
Launches, units (%Gafisa) | 6,210 | 3,333 | 86.3% | 4,398 | 41.2% | 14,491 | 6,552 | 121.2% |
Launches, units (100%) | 6,710 | 3,931 | 70.7% | 6,213 | 8.0% | 17,064 | 7,764 | 119.8% |
Contracted sales (%Gafisa) | 1,018,480 | 800,247 | 27.3% | 889,761 | 14.5% | 2,765,562 | 2,194,255 | 26.0% |
Contracted sales (100%) | 1,373,620 | 961,238 | 42.9% | 1,151,788 | 19.3% | 3,550,258 | 2,613,968 | 35.8% |
Contracted sales, units (% Gafisa) | 5,082 | 5,545 | -8.3% | 4,476 | 13.5% | 14,811 | 15,540 | -4.7% |
Contracted sales, units (100%) | 6,618 | 6,340 | 4.4% | 5,536 | 19.5% | 18,110 | 17,596 | 2.9% |
Contracted sales from Launches (%Gafisa) | 579,264 | 288,286 | 100.9% | 409,160 | 41.6% | 1,650,214 | 628,603 | 162.5% |
Contracted sales from Launches (%) | 46.8% | 56.0% | -922 bps | 40.6% | 626 bps | 56.0% | 48.3% | 764 bps |
Completed Projects (%Gafisa) | 299,557 | 402,744 | -25.6% | 631,216 | -52.5% | 1,256,675 | 1,073,170 | 17.1% |
Completed Projects, units (%Gafisa) | 2,498 | 2,867 | -12.9% | 4,782 | -47.8% | 9,995 | 9,298 | 7.5% |
Net revenues | 957,196 | 877,101 | 9.1% | 927,442 | 3.2% | 2,792,223 | 2,124,806 | 31.4% |
Gross profit | 275,921 | 255,174 | 8.1% | 279,492 | -1.3% | 808,069 | 601,166 | 34.4% |
Gross margin | 28.8% | 29.1% | -27 bps | 30.1% | -131 bps | 28.9% | 28.3% | 65 bps |
Adjusted Gross Margin 1) | 32.3% | 31.6% | 77 bps | 32.8% | -50 bps | 30.7% | 30.1% | 53 bps |
Adjusted EBITDA2) | 197,285 | 173,996 | 13.4% | 183,970 | 7.2% | 549,714 | 361,959 | 51.9% |
Adjusted EBITDA margin 2) | 20.6% | 19.8% | 77 bps | 19.8% | 77 bps | 19.7% | 17.0% | 265 bps |
Adjusted Net profit 2) | 132,871 | 88,574 | 50.0% | 113,854 | 16.7% | 326,349 | 226,756 | 43.9% |
Adjusted Net margin 2) | 13.9% | 10.1% | 378 bps | 12.3% | 161 bps | 11.7% | 10.7% | 102 bps |
Net profit | 116,600 | 63,717 | 83.0% | 97,269 | 19.9% | 278,688 | 158,218 | 76.1% |
EPS (R$) 3 ) | 0.2706 | 0.2441 | 10.8% | 0.2266 | 19.4% | 0.6467 | 0.6062 | 6.7% |
Number of shares ('000 final)3 ) | 430,910 | 261,017 | 65.1% | 429,348 | 0.4% | 430,910 | 261,017 | 65.1% |
Revenues to be recognized | 3,429 | 2,905 | 18.0% | 3,209 | 6.9% | 3,429 | 2,905 | 18.0% |
Results to be recognized 4) | 1,309 | 1,015 | 28.9% | 1,167 | 12.2% | 1,309 | 1,015 | 28.9% |
REF margin 4) | 38.2% | 35.0% | 322 bps | 36.4% | 181 bps | 38.2% | 35.0% | 322 bps |
Net debt and Investor obligations | 2,076,000 | 1,732,040 | 20% | 1,622,787 | 28% | 2,076,000 | 1,732,040 | 20% |
Cash and cash equivalent | 1,231,143 | 1,099,687 | 12% | 1,806,384 | -32% | 1,231,143 | 1,099,687 | 12% |
Equity | 3,680,005 | 1,783,476 | 106% | 3,545,413 | 4% | 3,680,005 | 1,783,476 | 106% |
Equity + Minority shareholders | 3,731,570 | 2,336,365 | 60% | 3,591,729 | 4% | 3,731,570 | 2,336,365 | 60% |
Total assets | 9,234,991 | 6,931,539 | 33% | 9,098,194 | 2% | 9,234,991 | 6,931,539 | 33% |
(Net debt + Obligations) / (Equity + Minorities) | 55.6% | 74.1% | -1850 bps | 45.2% | 1045 bps | 55.6% | 74.1% | -1850 bps |
1) Adjusted for capitalized interest | ||||||||
2) Adjusted for expenses on stock option plans (non-cash), minority shareholders and non-recurring expenses | ||||||||
3) Adjusted for 1:2 stock split in the 3Q09 | ||||||||
4) Results to be recognized net of PIS/Cofins - 3.65%; excludes the AVP method introduced by Law nº 11,638 |
Launches In the 3Q10, launches totaled R$ 1.24 billion, an increase of 140% compared to the 3Q09, represented by 34 projects/phases, located in 16 cities. 41% of Gafisa launches represented a price per unit below R$ 500 thousand, while nearly 49% of Tendas launches had prices per unit below R$ 130 thousand. FIT, a unit of Tenda, launched 11 projects with an average price per unit of R$ 155 thousand. These projects represented a PSV of R$ 272 million or 57% of Tendas launches in the quarter. Excluding these projects the average price per unit of Tenda was R$ 99 thousand, among the lowest average prices for homebuilders listed on the Bovespa. The Gafisa segment was responsible for 43% of launches, AlphaVille accounted for 18% and Tenda for the remaining 39%. The tables below detail new projects launched during the 3Q and 9M 2010 and 2009:
|
Table 1 - Launches per company per region | |||||||||||||||
%Gafisa - (R$000) | 3Q10 | 3Q09 | Var. (%) | 9M10 | 9M09 | Var. (%) | |||||||||
Gafisa | São Paulo | 388,045 | 52,841 | 634% | 955,335 | 368,100 | 160% | ||||||||
Rio de Janeiro | 91,289 | - | - | 140,853 | 63,202 | 123% | |||||||||
Other | 52,635 | 143,735 | -63% | 235,713 | 255,634 | -8% | |||||||||
|
Total | 531,969 | 196,576 | 171% | 1,331,901 | 686,936 | 94% | ||||||||
Units | 1,130 | 665 | 70% | 3,016 | 1,956 | 54% | |||||||||
AlphaVille | São Paulo | - | - | - | 155,534 | 46,570 | 234% | ||||||||
Rio de Janeiro | - | - | - | - | 35,896 | -100% | |||||||||
Other | 223,824 | 29,135 | 668% | 393,042 | 51,016 | 670% | |||||||||
Total | 223,824 | 29,135 | 668% | 548,576 | 133,482 | 311% | |||||||||
Units | 1,215 | 205 | 492% | 2,248 | 645 | 249% | |||||||||
Tenda | São Paulo | 130,366 | 115,499 | 13% | 200,764 | 171,256 | 17% | ||||||||
Rio de Janeiro | 88,179 | 46,800 | 88% | 194,543 | 46,800 | 316% | |||||||||
Other | 262,609 | 126,336 | 108% | 672,901 | 262,397 | 156% | |||||||||
Total | 481,154 | 288,635 | 67% | 1,068,208 | 480,453 | 122% | |||||||||
Units | 3,865 | 2,463 | 57% | 9,227 | 3,951 | 134% | |||||||||
Consolidated | Total - R$000 | 1,236,947 | 514,346 | 140% | 2,948,685 | 1,300,871 | 127% | ||||||||
Total - Units | 6,210 | 3,333 | 86% | 14,491 | 6,552 | 121% | |||||||||
Table 2 - Launches per company per unit price | |||||||||||||||
%Gafisa - (R$000) | 3Q10 | 3Q09 | Var. (%) | 9M10 | 9M09 | Var. (%) | |||||||||
Gafisa | <=R$500K | 215,971 | 107,790 | 100% | 581,059 | 411,307 | 41% | ||||||||
> R$500K | 315,999 | 88,786 | 256% | 750,842 | 275,629 | 172% | |||||||||
Total | 531,969 | 196,576 | 171% | 1,331,901 | 686,936 | 94% | |||||||||
AlphaVille | > R$100K; <= R$500K | 223,824 | 29,135 | 668% | 548,576 | 133,482 | 311% | ||||||||
Total | 223,824 | 29,135 | 668% | 548,576 | 133,482 | 311% | |||||||||
Tenda | <= R$130K | 237,746 | 121,427 | 96% | 674,261 | 185,506 | 263% | ||||||||
> R$130K; < R$200K | 243,408 | 167,208 | 46% | 393,947 | 294,947 | 34% | |||||||||
Total | 481,154 | 288,635 | 67% | 1,068,208 | 480,453 | 122% | |||||||||
Consolidated | 1,236,947 | 514,346 | 140% | 2,948,685 | 1,300,871 | 127% |
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Pre-Sales Pre-sales in the quarter increased by 27.3% to R$ 1.02 billion when compared to the 3Q09. The Gafisa segment was responsible for 51% of total pre-sales, while AlphaVille and Tenda accounted for approximately 16% and 33% respectively. Among Gafisas pre-sales, 59% corresponded to units priced below R$ 500 thousand, while 65% of Tendas pre-sales came from units priced below R$ 130 thousand. The tables below illustrate a detailed breakdown of our pre-sales for the 3Q and 9M 2010 and 2009:
Table 3 - Sales per company per region | |||||||||||||||
%Gafisa - (R$000) | 3Q10 | 3Q09 | Var. (%) | 9M10 | 9M09 | Var. (%) | |||||||||
Gafisa | São Paulo | 389,687 | 176,404 | 121% | 910,906 | 521,771 | 75% | ||||||||
Rio de Janeiro | 70,311 | 58,160 | 21% | 158,745 | 192,898 | -18% | |||||||||
Other | 60,150 | 149,130 | -60% | 282,634 | 328,827 | -14% | |||||||||
Total | 520,147 | 383,694 | 36% | 1,352,285 | 1,043,496 | 30% | |||||||||
Units | 1,308 | 1,150 | 14% | 3,346 | 3,000 | 12% | |||||||||
AlphaVille | São Paulo | 8,133 | 10,884 | -25% | 114,114 | 54,856 | 108% | ||||||||
Rio de Janeiro | 10,819 | 12,334 | -12% | 28,589 | 33,055 | -14% | |||||||||
Other | 141,580 | 34,992 | 305% | 263,265 | 84,637 | 211% | |||||||||
Total | 160,532 | 58,210 | 176% | 405,967 | 172,549 | 135% | |||||||||
Units | 735 | 281 | 162% | 1732 | 903 | 92% | |||||||||
Tenda | São Paulo | 87,437 | 143,094 | -39% | 236,920 | 365,576 | -35% | ||||||||
Rio de Janeiro | 23,475 | 67,861 | -65% | 174,462 | 216,991 | -20% | |||||||||
Other | 226,888 | 147,388 | 54% | 595,927 | 395,643 | 51% | |||||||||
Total | 337,800 | 358,343 | -6% | 1,007,310 | 978,210 | 3% | |||||||||
Units | 3,039 | 4,114 | -26% | 9,733 | 11,637 | -16% | |||||||||
Consolidated | Total - R$000 | 1,018,480 | 800,247 | 27.3% | 2,765,562 | 2,194,255 | 26% | ||||||||
Total - Units | 5,082 | 5,545 | -8% | 14,811 | 15,540 | -5% | |||||||||
Table 4 - Sales per company per unit price - PSV | |||||||||||||||
%Gafisa - (R$000) | 3Q10 | 3Q09 | Var. (%) | 9M10 | 9M09 | Var. (%) | |||||||||
Gafisa | <= R$500K | 307,710 | 237,137 | 30% | 827,203 | 633,777 | 31% | ||||||||
> R$500K | 212,437 | 146,557 | 45% | 525,082 | 409,720 | 28% | |||||||||
Total | 520,147 | 383,694 | 36% | 1,352,285 | 1,043,496 | 30% | |||||||||
AlphaVille | <= R$100K; | - | - | - | 27,450 | 19,569 | 40% | ||||||||
> R$100K; <= R$500K | 160,532 | 58,210 | 176% | 374,756 | 150,451 | 149% | |||||||||
> R$500K | - | - | - | 3,762 | 2,529 | 49% | |||||||||
Total | 160,532 | 58,210 | 176% | 405,967 | 172,549 | 135% | |||||||||
Tenda | <= R$130K | 218,934 | 311,192 | -30% | 707,253 | 857,213 | -17% | ||||||||
> R$130K; <R$200K | 118,866 | 47,151 | 152% | 300,057 | 120,997 | 148% | |||||||||
Total | 337,800 | 358,343 | -6% | 1,007,310 | 978,210 | 3% | |||||||||
Consolidated | Total | 1,018,480 | 800,247 | 27.3% | 2,765,562 | 2,194,255 | 26% |
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Table 5 - Sales per company per unit price - Units | ||||||||||||||
%Gafisa - Units | 3Q10 | 3Q09 | Var. (%) | 9M10 | 9M09 | Var. (%) | ||||||||
Gafisa | <= R$500K | 1,041 | 920 | 13% | 2,546 | 2,500 | 2% | |||||||
> R$500K | 267 | 230 | 16% | 800 | 500 | 60% | ||||||||
Total | 1,308 | 1,150 | 14% | 3,346 | 3,000 | 12% | ||||||||
AlphaVille | <= R$100K; | - | - | - | 253 | 166 | 52% | |||||||
> R$100K; <= R$500K | 735 | 281 | 161% | 1,478 | 735 | 101% | ||||||||
> R$500K | - | - | - | 1 | 2 | -50% | ||||||||
Total | 735 | 281 | 161% | 1,732 | 903 | 92% | ||||||||
Tenda | <= R$130K | 2,536 | 3,799 | -33% | 8,128 | 10,772 | -25% | |||||||
> R$130K; <R$200K | 503 | 316 | 59% | 1,605 | 865 | 86% | ||||||||
Total | 3,039 | 4,114 | -26% | 9,733 | 11,637 | -16% | ||||||||
Consolidated | Total | 5,082 | 5,545 | -8% | 14,811 | 15,540 | -5% |
Sales Velocity
The consolidated company attained a sales velocity of 25.7% in the 3Q10, compared to a velocity of 22.1% in the 3Q09. Sales velocity also increased when compared to the previous period, mainly due to the improved performance of Gafisa and AlphaVille during the quarter, even with an AlphaVille launch on the last day of September that only started to recognize sales in October. The sales velocity in the third quarter and in the first nine months launches was respectively 46.8% and 56.0%, which is consistent with our strategy to optimize the equilibrium between sales velocity and margins/return, compensating for cost pressure driven mainly from labor. In the 3Q10 Tenda canceled an old project that did not perform in sales and slated it for re-design and re-launch. At the same time Gafisa increased the price of some units in inventory that almost compensated for the Tenda cancellation.
Table 6 - Sales velocity per company | |||||||||||||
R$ million | Beginning of period Inventories | Launches | Sales | Price Increase + Other | End of period Inventories | Sales velocity | |||||||
Gafisa | 1,609.9 | 532.0 | 520.1 | 23.1 | 1,644.8 | 24.0% | |||||||
AlphaVille | 351.3 | 223.8 | 160.5 | 0.7 | 415.3 | 27.9% | |||||||
Tenda | 764.4 | 481.2 | 337.8 | (30.5) | 877.2 | 27.8% | |||||||
Total | 2,725.6 | 1,236.9 | 1,018.5 | (6.7) | 2,937.3 | 25.7% |
Table 7 - Sales velocity per launch date | ||||||
3Q10 | ||||||
End of period | ||||||
Inventories | Sales | Sales velocity | ||||
2010 launches | 1,207,842 | 746,107 | 38.2% | |||
2009 launches | 264,603 | 86,914 | 24.7% | |||
2008 launches | 939,147 | 113,862 | 10.8% | |||
d 2007 launches | 525,738 | 71,596 | 12.0% | |||
Total | 2,937,330 | 1,018,480 | 25.7% |
Operations
Gafisas geographic reach and execution capacity is substantial. The Company was present in 22 different states, with 212 projects under development at the end of the third quarter. This diversified platform also helps to mitigate execution risk, since each region of the country has a different dynamic of growth, supply and costs. Some 411 engineers and architects were in the field, in addition to approximately 508 intern engineers in training.
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Further evidence of the Companys execution capacity is the strong pace of revenue recognition, demonstrating that the execution pace of construction is trending with the level of sales growth. Gafisa and its subsidiaries continue to selectively launch successful projects in new regions and in multiple market segments, maximizing returns in accordance with market demand. Through the end of September, Tenda contracted 16,812 units with CEF and had submitted for analysis approximately 8,000 additional units to be contracted during 2010, representing an estimated 24,000 units for the full year, being approximately 80% of the total MCMV units.
Delivered Projects
During the third quarter, Gafisa delivered 16 projects with 2,498 units equivalent to an approximate PSV of R$ 300 million, Gafisa segment delivered 6 projects and Tenda delivered the remaining 10 projects/phases. We are now considering the delivery date based on the delivery meeting that we have with each project customer, instead of on the physical completion. As a result, we are adjusting our estimate for delivered units in 2010 from 20,000 to 15,000, which better reflects the official delivery date that is now in use by the company.
For the 9M10, Gafisa completed 35 projects with 9,995 units which represent more than R$1.26 billion in PSV.
September 19th was an important date for the Gafisa group. On this date, the Gafisa brand celebrated the delivery of the Companys 1000th project, Terraças Alto do Lapa, a twenty-four story, 192-unit apartment building located in São Paulo. This milestone is a testament to the deep real estate experience and execution capacity within the Gafisa organization.
The tables below list the products delivered in the 3Q10:
Table 8 - Delivered projects | ||||||||||||||
Company | Project | Delivery | Launch | Local | % Gafisa | Units | PSV | |||||||
(%Gafisa) | (%Gafisa) | |||||||||||||
Gafisa 1H10 | 1,199 | 371,762 | ||||||||||||
AlphaVille 1H10 | 1,762 | 253,808 | ||||||||||||
Tenda 1H10 | 4,536 | 331,548 | ||||||||||||
Total 1H10 | 7,497 | 957,118 | ||||||||||||
Gafisa 3Q10 | 933 | 175,369 | ||||||||||||
Gafisa | Riviera de Ponta Negra - Ed. Nice | July - 10 | April-2007 | Manaus - AM | 100% | 36 | 9,089 | |||||||
Gafisa | Fit Maceió | August - 10 | April-2007 | Maceió-AL | 50% | 27 | 3,087 | |||||||
Gafisa | Terraças Alto da Lapa | September - 10 | March-2008 | São Paulo - SP | 100% | 192 | 72,701 | |||||||
Gafisa | Acquarelle | September - 10 | April-2007 | Manaus - AM | 85% | 216 | 35,420 | |||||||
Gafisa | Art Ville | September - 10 | April-2007 | Salvador - BA | 50% | 252 | 20,777 | |||||||
Gafisa | Vivance | September - 10 | November-2006 | Rio de Janeiro - RJ | 100% | 210 | 34,295 | |||||||
AlphaVille 3Q10 | 0 | 0 | ||||||||||||
Tenda 3Q10 | 1,565 | 124,188 | ||||||||||||
Tenda | TELLES LIFE - Fase I | July-10 | November-2007 | Rio de Janeiro - RJ | 100% | 64 | 7,312 | |||||||
Tenda | RESIDENCIAL FERNAO DIAS TOWER - Fase I | July-10 | November-2007 | Belo Horizonte - MG | 100% | 80 | 9,200 | |||||||
Tenda | RESIDENCIAL PORTAL DE SANTA LUZIA - Fases I, | July-10 | March-2007 | Santa Luzia - MG | 100% | 174 | 10,788 | |||||||
Tenda | RESIDENCIAL VERDES MARES - Fase I | July-10 | Ausgust-2007 | Contagem - MG | 100% | 16 | 1,568 | |||||||
Tenda | CITTÀ IMBUÍ - Fase I | August-10 | December-2008 | Salvador - BA | 50% | 252 | 18,524 | |||||||
Tenda | CURUÇA - Fases I, II e III | August-10 | November-2007 | São Paulo - SP | 100% | 160 | 12,849 | |||||||
Tenda | RESIDENCIAL VILA MARIANA LIFE - Fases I e II | September-10 | April-2008 | Salvador - BA | 100% | 92 | 6,890 | |||||||
Tenda | FIRENZE LIFE - Fases I e II | September-10 | June-2007 | Rio de Janeiro - RJ | 100% | 139 | 10,914 | |||||||
Tenda | VALLE VERDE COTIA - Fase III | September-10 | July-2009 | Cotia - SP | 100% | 448 | 38,000 | |||||||
Tenda | BARTOLOMEU GUSMAO - Fase III e IV | September-10 | January-2008 | Novo Hamburgo - RS | 100% | 140 | 8,143 | |||||||
Total 3Q10 | 2,498 | 299,557 | ||||||||||||
Total 9M10 | 9,995 | 1,256,675 |
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Land Bank The Companys land bank of approximately R$ 16.6 billion is composed of 212 different projects in 22 states, equivalent to more than 92 thousand units. In line with our strategy, 38.5% of our land bank was acquired through swaps which require no cash obligations. During the 3Q10 we recorded a net increase of R$ 2.02 billion in the land bank, reflecting acquisitions that more than compensate for the R$1.24 billion launches in the quarter.
The table below shows a detailed breakdown of our current land bank:
Table 9 - Landbank per company per unit price | ||||||||||||
PSV - R$ million | %Swap | %Swap | %Swap | Potential units | ||||||||
(%Gafisa) | Total | Units | Financial | (%Gafisa) | ||||||||
Gafisa | <= R$500K | 4,808 | 44.8% | 37.8% | 7.0% | 17,194 | ||||||
> R$500K | 3,003 | 29.7% | 27.3% | 2.4% | 4,065 | |||||||
Total | 7,810 | 37.9% | 33.0% | 4.9% | 21,259 | |||||||
AlphaVille | <= R$100K; | 669 | 100.0% | 0.0% | 100.0% | 6,995 | ||||||
> R$100K; <= R$500K | 4,043 | 96.8% | 0.0% | 96.8% | 21,961 | |||||||
> R$500K | 23 | 0.0% | 0.0% | 0.0% | 26 | |||||||
Total | 4,735 | 97.0% | 0.0% | 97.0% | 28,982 | |||||||
Tenda | <= R$130K | 3,289 | 33.1% | 32.2% | 0.9% | 37,566 | ||||||
> R$130K; < R$ 200K | 716 | 52.5% | 52.5% | 0.0% | 4,321 | |||||||
Total | 4,006 | 39.7% | 39.1% | 0.6% | 41,887 | |||||||
Consolidated | 16,551 | 38.5% | 34.5% | 4.0% | 92,128 |
Number of projects/phases | |
Gafisa | 70 |
AlphaVille | 42 |
Tenda | 100 |
Total | 212 |
Table 10 - Landbank Changes (based on PSV) | ||||||||
Land Bank (R$ million) | Gafisa | Alphaville | Tenda | Total | ||||
Land Bank - BoP (2Q10) | 7.497 | 4.298 | 3.972 | 15.768 | ||||
3Q10 - Net Acquisitions | 845,3 | 660,4 | 514,4 | 2.020 | ||||
3Q10 - Launches | (532,0) | (223,8) | (481,2) | (1.237) | ||||
Land Bank - EoP (3Q10) | 7.810 | 4.735 | 4.006 | 16.551 |
3Q10 - Revenues
On the strength of solid sales in the 3Q10, both of newly launched projects and units from inventory, in addition to an accelerated pace of construction, the Company recognized substantial net operating revenues for 3Q10, closing with R$ 957.2 million compared to R$ 877.1 million in the 3Q09, with Tenda contributing 37% of the consolidated revenues.
Revenues for the industry are recognized based on actual cost versus total budgeted costs of land and construction (Percentage of Completion method or PoC method).
The table below presents detailed information about pre-sales and recognized revenues by launch year:
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Table 11 - Sales vs. Recognized revenues | ||||||||||||||||||
3Q10 | 3Q09 | |||||||||||||||||
R$ 000 | Sales | %Sales | Revenues | %Revenues | Sales | %Sales | Revenues | %Revenues | ||||||||||
Gafisa | 2010 launches | 487,694 | 72% | 65,698 | 11% | - | - | - | - | |||||||||
2009 launches | 62,334 | 9% | 147,584 | 24% | 199,368 | 45% | 77,824 | 13% | ||||||||||
2008 launches | 64,177 | 9% | 193,544 | 32% | 110,676 | 25% | 139,290 | 22% | ||||||||||
<= 2007 launches | 66,475 | 0 | 198,532 | 33% | 131,860 | 0 | 404,991 | 65% | ||||||||||
Total Gafisa | 680,680 | 100% | 605,358 | 100% | 441,904 | 100% | 622,104 | 100% | ||||||||||
Tenda | Total Tenda | 337,800 | --- | 351,838 | --- | 358,343 | --- | 254,997 | --- | |||||||||
Total | 1,018,480 | 957,197 | 800,247 | 877,101 |
Table 12 - Capitalized interest | ||||||||
(R$000) | 3Q10 | 3Q09 | 2Q10 | |||||
Consolidated | Opening balance | 101,897 | 97,238 | 94,101 | ||||
Capitalized interest | 47,105 | 21,078 | 32,900 | |||||
Interest transfered to COGS | -33,680 | -21,805 | -25,104 | |||||
Closing balance | 115,323 | 96,511 | 101,897 |
Table 13 - Sales and G&A Expenses | ||||||||||||
(R$'000) | 3Q10 | 3Q09 | 2Q10 | 3Q10 x 3Q09 | 3Q10 x 2Q10 | |||||||
Consolidated | Selling expenses | 53,887 | 55,556 | 61,140 | -3% | -12% | ||||||
G&A expenses | 59,317 | 57,601 | 55,125 | 3% | 8% | |||||||
SG&A | 113,204 | 113,157 | 116,265 | 0% | -3% | |||||||
Selling expenses / Launches | 4.4% | 10.8% | 6.1% | -644 bps | -171 bps | |||||||
G&A expenses / Launches | 4.8% | 11.2% | 5.5% | -640 bps | -67 bps | |||||||
SG&A / Launches | 9.2% | 22.0% | 11.5% | -1285 bps | -238 bps | |||||||
Selling expenses / Sales | 5.3% | 6.9% | 6.9% | -165 bps | -158 bps | |||||||
G&A expenses / Sales | 5.8% | 7.2% | 6.2% | -137 bps | -37 bps | |||||||
SG&A / Sales | 11.1% | 14.1% | 13.1% | -303 bps | -195 bps | |||||||
Selling expenses / Net revenue | 5.6% | 6.3% | 6.6% | -70 bps | -96 bps | |||||||
G&A expenses / Net revenue | 6.2% | 6.6% | 5.9% | -37 bps | 25 bps | |||||||
SG&A / Net revenue | 11.8% | 12.9% | 12.5% | -107 bps | -71 bps |
3Q10 - Other Operating Results
In the 3Q10, our results reflected a negative impact of R$2.2 million, compared to R$ 40.0 million in the 3Q09 mainly due to lower contingency provisions did in the 3Q10.
3Q10 - Adjusted EBITDA Our Adjusted EBITDA for the 3Q10 totaled R$ 197.3 million, 10% higher than the R$ 174 million for 3Q09, with a consolidated adjusted margin of 20.6%, compared to 19.8% in the 3Q09 and 2Q10. This gain is part of an expected gradual recovery based on the Companys results recognition increasingly reflecting the execution of recent projects at the same time that our older-low margin projects are being delivered. We adjust our EBITDA for expenses associated with stock option plans, as it represents a non-cash expense.
Table 14 - Adjusted EBITDA
(R$'000)
3Q10
3Q09
2Q10
3Q10 x 3Q09
3Q10 x 2Q10
Consolidated Net Profit
116,600
63,717
97,269
83%
20%
(+) Financial result
11,928
31,008
13,911
-62%
-14%
(+) Income taxes
10,483
27,969
22,060
-63%
-52%
(+) Depreciation and Amortization
8,305
9,784
8,781
-15%
-5%
(+) Capitalized Interest Expenses
33,680
21,805
25,106
54%
34%
(+) Minority shareholders and non recurring expenses
13,213
22,107
14,260
-40%
-7%
(+) Stock option plan expenses
3,075
2,750
2,584
12%
19%
(+) Tenda s goodwill net of provisions
-
-5,144
-
-
-
Adjusted EBITDA
197,285
173,996
183,970
13.4%
7.2%
Net Revenue
957,196
877,101
927,442
9%
3%
Adjusted EBITDA margin
20.6%
19.8%
19.8%
77 bps
77 bps
3Q10 - Depreciation and Amortization
Depreciation and amortization in the 3Q10 was R$ 8.3 million, a slightly decrease of R$ 1.5 million when compared to the R$ 9.8 million recorded in 3Q09. This R$ 8.3 million was also in line with the R$ 8.8 million recorded in the 2Q10.
3Q10 Financial Result
Net financial expenses totaled R$ 11.9 million in 3Q10, compared to net financial expenses of R$ 31.0 million in the 3Q09, mainly due to the higher amount of capitalized interest, reflecting increased projects under construction.
3Q10 - Taxes
Income taxes, social contribution and deferred taxes for the 3Q10 amounted to R$ 10.5 million, compared to R$ 27.9 million in the 3Q09. The effective tax rate was 7.5% in the 3Q10, compared to 24.6% in the 3Q09, mainly due to the deferred tax in relation to the amortization of Tendas negative goodwill, which negatively affected the 3Q09 figures. When compared to the R$ 22.1 million in the 2Q10, we also saw an important reduction, mainly due to a lower deferred taxes provision, since we are now basing the income tax provision on taxable income.
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3Q10 - Adjusted Net Income Net income in 3Q10 was R$ 116.6 million compared to R$ 63.7 million in the 3Q09. However, if we consider the adjusted net income (before deduction of expenses related to minority shareholders and stock options), this figure reached R$ 132.9 million, with an adjusted net margin of 13.9%, representing growth of R$ 44.3 million when compared to the R$ 88.6 million in the 3Q09.
3Q10 - Earnings per Share
Earnings per share already adjusted for the 2:1 stock split in all comparable periods were R$ 0.27/share in the 3Q10 compared to R$ 0.24/share in 3Q09, a 10.7% increase. Shares outstanding at the end of the period were 430.9 million (ex. Treasury shares) and 261.0 million in the 3Q09.
Backlog of Revenues and Results
The backlog of results to be recognized under the PoC method reached R$ 1.33 billion in the 3Q10, R$ 317 million higher than 3Q09. The consolidated margin in the 3Q10 was 38.2%, 181 bps higher than the 2Q10, reflecting the fact that recent projects are having a greater impact on the companys results to be recognized while the impact of our older-lower margin projects diminish as we are delivering them.
Another positive impact came from the National Construction Cost Index (INCC) that increased over 3% in the period, reflecting inflation from May to July, since contracted unit prices are adjusted based on INCC of the second prior month. In this period the INCC also reflected the labor annual wage adjustment that happened across the country.
The table below shows our revenues, costs and results to be recognized, as well as the expected margin:
Table 15 - Results to be recognized (REF) | ||||||||||||
(R$ million) | 3Q10 | 3Q09 | 2Q10 | 3Q10 x 3Q09 | 3Q10 x 2Q10 | |||||||
Consolidated | Revenues to be recognized | 3.429 | 2.905 | 3.209 | 18,0% | 6,9% | ||||||
Costs to be recognized | (2.120) | (1.890) | (2.042) | 12,2% | 3,8% | |||||||
Results to be recognized (REF) | 1.309 | 1.015 | 1.167 | 28,9% | 12,2% | |||||||
REF margin | 38,2% | 35,0% | 36,4% | 322 bps | 181 bps | |||||||
Note: Revenues to be recognized are net of PIS/Cofins (3.65%); excludes the AVP method introduced by Law nº 11,638 |
Balance Sheet
Cash and Cash Equivalents
On September 30, 2010, cash and cash equivalents exceeded R$ 1.2 billion, 32% lower than the balance of R$ 1.8 billion as of June 30, 2010, and 12% higher than the R$ 1.1 billion recorded at the end of 3Q09, mainly reflecting R$ 453 million cash burn (explained in the Liquidity session) and the R$ 122 million net amortization of debts in the 3Q10. Its important to highlight that in October the company completed the issuance of a R$300 million debenture, not reflected in the 3Q10 figures.
Accounts Receivable
At the end of the 3Q10, total accounts receivable increased by 10% to R$ 8.7 billion, compared to R$ 7.9 billion in 2Q10, and an increase of 37% as compared to the R$ 6.4 billion balance in the 3Q09, reflecting increased sales activity.
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Table 16 - Total receivables | ||||||||||||
(R$ million) | 3Q10 | 3Q09 | 2Q10 | 3Q10 x 3Q09 | 3Q10 x 2Q10 | |||||||
Consolidated | Receivables from developments - ST | 1,742.1 | 1,574.4 | 1,466.0 | 11% | 19% | ||||||
Receivables from developments - LT | 1,816.8 | 1,407.0 | 1,864.6 | 29% | -3% | |||||||
Receivables from PoC - ST | 2,727.9 | 1,718.1 | 2,470.9 | 59% | 10% | |||||||
Receivables from PoC - LT | 2,411.3 | 1,662.3 | 2,075.2 | 45% | 16% | |||||||
Total | 8,698.1 | 6,361.9 | 7,876.7 | 37% | 10% | |||||||
Notes: | ||||||||||||
ST = short term; LT = long term | ||||||||||||
Receivables from developments: accounts receivable not yet recognized according to PoC and BRGAAP | ||||||||||||
Receivables from PoC: accounts receivable already recognized according do PoC and BRGAP |
Inventory (Properties for Sale)
Inventory at market value totaled R$ 2.9 billion in 3Q10, an increase of 4% when compared to the R$ 2.8 billion registered in the 3Q09. On a consolidated basis our inventory is at a low to comfortable level of 9 months of sales based on LTM sales figures.
Finished units of inventory at market value represented 9% by the end of the quarter, reflecting an important reduction from the 11.6% registered by the end of the 2Q10, while 55% of the total inventory reflects units where construction is up to 30% complete.
Table 17 - Inventories | ||||||||||||
(R$000) | 3Q10 | 3Q09 | 2Q10 | 3Q10x3Q09 | 3Q10x2Q10 | |||||||
Consolidated | Land | 750,771 | 786,883 | 701,790 | -4.6% | 7.0% | ||||||
Units under construction | 873,672 | 827,042 | 947,023 | 5.6% | -7.7% | |||||||
Completed units | 211,472 | 148,507 | 205,739 | 42.4% | 2.8% | |||||||
Total | 1,835,915 | 1,762,432 | 1,854,552 | 4.2% | -1.0% | |||||||
Table 18 - Inventories at market value per company | ||||||||||||
PSV - (R$000) | 3Q10 | 3Q09 | 2Q10 | 3Q10x3Q09 | 3Q10x2Q10 | |||||||
Gafisa | 2010 launches | 857,305 | - | 574,234 | - | 49% | ||||||
2009 launches | 245,177 | 293,757 | 366,541 | -17% | -33% | |||||||
2008 launches | 511,975 | 686,259 | 601,252 | -25% | -15% | |||||||
2007 and earlier launches | 445,692 | 559,053 | 419,205 | -20% | 6% | |||||||
Total | 2,060,149 | 1,539,068 | 1,961,232 | 34% | 5% | |||||||
Tenda | 2010 launches | 350,537 | - | 329,877 | 0% | 6% | ||||||
2009 launches | 19,426 | 336,661 | 102,109 | -94% | -81% | |||||||
2008 launches | 427,171 | 687,765 | 220,143 | -38% | 94% | |||||||
2007 and earlier launches | 80,046 | 251,450 | 112,238 | -68% | -29% | |||||||
Total | 877,181 | 1,275,876 | 764,367 | -31% | 15% | |||||||
Consolidated | Total | 2,937,330 | 2,814,944 | 2,725,599 | 4.3% | 7.8% |
Table 19 - Inventories per completion status | ||||||||||||
Company | Not started | Up to 30% | 30%to 70% | More than 70% | Finished units | Total 3Q10 | ||||||
constructed | constructed | constructed | ||||||||||
Gafisa | 427,187 | 511,942 | 407,306 | 480,078 | 233,636 | 2,060,149 | ||||||
Tenda | 448,359 | 227,964 | 125,302 | 34,554 | 41,001 | 877,181 | ||||||
Total | 875,546 | 739,906 | 532,608 | 514,633 | 274,637 | 2,937,330 |
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Liquidity
On September 30, 2010, Gafisa had a cash position of R$ 1.2 billion. On the same date, Gafisas debt and obligations to investors totaled R$ 3.3 billion, resulting in a net debt and obligations of R$ 2.1 billion. Net debt and investor obligation to equity and minorities ratio was 55.6% compared to 45.2% in 2Q10, mainly due to the R$ 453 million cash burn in the quarter. When excluding Project Finance, this ratio reached only 6.2% net debt/equity, a comfortable leverage level with a competitive cost, of less than the Selic rate.
Our 3Q10 cash burn was mainly explained by the over R$ 700 million expenditures in construction and also development payments. While our cash burn rate is expected to remain at similar quarterly levels into the 4Q10, we expect this ratio to be positive in 2011, partially supported by some 7,000 legacy Tenda units (non standardized units launched before Gafisas acquisition) requiring the use of working capital that will be transferred up to 2Q11. With the expected positive cash flow for full year 2011, we will be able to deleverage the company, which together with a greater use of the Associative Credit - requiring no working capital - for Tendas MCMV units, should contribute to our ability to meet our higher launch volume targets and, at the same time, keeping leverage at a comfortable level.
In the 3Q10 the company increased project finance debt in R$ 138 million, reflecting the ability to finance ongoing projects. Currently we have access to a total of R$ 3.8 billion in construction finance lines of credit provided by all of the major banks in Brazil. At this time we have R$ 2.1 billion in signed contracts and R$ 218 million in contracts in process, giving us additional availability of R$ 1.5 billion.
We also have receivables (from units already delivered) of R$ 300 million available for securitization. The following tables set forth information on our debt position as of June 30, 2010.
Table 20 - Indebtedness and Investor obligations | ||||||||||
Type of obligation (R$000) | 3Q10 | 3Q09 | 2Q10 | 3Q10 x 3Q09 | 3Q10 x 2Q10 | |||||
Debentures - FGTS (project finance) | 1,238,485 | 619,861 | 1,208,939 | 99.8% | 2.4% | |||||
Debentures - Working Capital | 527,482 | 704,920 | 662,669 | -25.2% | -20.4% | |||||
Project financing (SFH) | 607,685 | 473,615 | 499,186 | 28.3% | 21.7% | |||||
Working capital | 553,490 | 733,331 | 678,377 | -24.5% | -18.4% | |||||
Total consolidated debt | 2,927,142 | 2,531,727 | 3,049,171 | 16% | -4% | |||||
Consolidated cash and availabilities | 1,231,143 | 1,099,687 | 1,806,384 | 12% | -32% | |||||
Investor Obligations | 380,000 | 300,000 | 380,000 | - | - | |||||
Net debt and investor obligations | 2,075,999 | 1,732,040 | 1,622,787 | 20% | 28% | |||||
Equity + Minority shareholders | 3,731,570 | 2,336,365 | 3,591,729 | 60% | 4% | |||||
(Net debt + Obligations) / (Equity + Minorities) | 55.6% | 74.1% | 45.2% | -1850 bps | 1045 bps | |||||
(Net debt + Ob.) / (Eq + Min.) - Exc. | ||||||||||
Project Finance (SFH + FGTS Deb.) | 6.2% | 27% | -2.4% | -2117 bps | 854 bps |
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Table 21 - Debt maturity per company | ||||||||||||
Until | Until | Until | Until | After | ||||||||
(R$ million) | Total | Sep/2011 | Sep/2012 | Sep/2013 | Sep/2014 | Sep/2014 | ||||||
Debentures - FGTS (project finance) | 1.238,5 | 42,9 | - | 448,5 | 598,5 | 148,5 | ||||||
Debentures - Working Capital | 527,5 | 171,6 | 124,6 | 124,6 | 106,7 | - | ||||||
Project financing (SFH) | 607,7 | 417,0 | 171,2 | 19,5 | - | - | ||||||
Working capital | 553,5 | 372,3 | 91,9 | 86,9 | 2,3 | - | ||||||
Total consolidated debt | 2.927 | 1.004 | 388 | 680 | 707 | 149 | ||||||
%Total | 34% | 13% | 23% | 24% | 5% |
Outlook
Gafisa is narrowing the range of the 2010 launches guidance to R$ 4.2 billion - R$ 4.6 billion, with an expected full year 2010 EBITDA margin to reach between 18.5% - 20.5%.
Through the first nine months of 2010, Gafisa reached 67% of the mid range of the launch guidance, in line with historical seasonality. Gafisa delivered a 20.6% EBITDA margin in the 3Q10 and 19.7% EBITDA margin in the 9M10, well within the previously stated guidance range.
Launches | Guidance | |||||||||||
(R$ million) | 2010 | 3Q10 | % | 9M10 | % | |||||||
Gafisa | Min. | 4.200 | 29% | 70% | ||||||||
(consolidated) | Average | 4.400 | 1.237 | 28% | 2.949 | 67% | ||||||
Max. | 4.600 | 27% | 64% | |||||||||
EBITDA Margin (%) | Guidance | 3Q10 | % | 9M10 | % | |||||||
2010 | ||||||||||||
Gafisa | Min. | 18,5% | 210 bps | 120 bps | ||||||||
(consolidated) | Average | 19,5% | 20,6% | 110 bps | 19,7% | 20 bps | ||||||
Max. | 20,5% | 10 bps | -80 bps |
The third quarter financial statements were prepared and are being presented in accordance with the accounting practices adopted in Brazil (Brazilian GAAP), required for the years ended December 31, 2009. Therefore, they do not consider the early adoption of the technical pronouncements issued by CPC in 2009, approved by the Federal Accounting Council (CFC), required beginning on January 1, 2010. On November 10, 2009 the CVM, issued the deliberation nº 603 changed by deliberation nº 626, which provides the option for listed Companies to present 2010 quarterly information based on accounting practices in force at December 31, 2009. |
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Glossary
Affordable Entry Level
Residential units targeted to the mid-low and low income segments with prices below R$200 thousand per unit.
Backlog of Results
As a result of the Percentage of Completion Method of recognizing revenues, we recognize revenues and expenses over a multi-year period for each residential unit we sell. Our backlog of results represents revenues minus costs that will be incurred in future periods from past sales.
Backlog of Revenues
As a result of the Percentage of Completion Method of recognizing revenues, we recognize revenues over a multi-year period for each residential unit we sell. Our backlog represents revenues that will be incurred in future periods from past sales.
Backlog Margin
Equals to Backlog of Results divided Backlog of Revenues to be recognized in future periods.
Land Bank
Land that Gafisa holds for future development paid either in Cash or through swap agreements. Each decision to acquire land is analyzed by our investment committee and approved by our Board of Directors.
LOT (Urbanized Lots)
Land subdivisions, or lots, with prices ranging from R$ 150 to R$ 600 per square meter
PoC Method
Under Brazilian GAAP, real estate development revenues, costs and related expenses are recognized using the percentage-of-completion (PoC) method of accounting by measuring progress towards completion in terms of actual costs incurred versus total budgeted expenditures for each stage of a development.
Pre-sales
Contracted pre-sales are the aggregate amount of sales resulting from all agreements for the sale of units entered into during a certain period, including new units and units in inventory. Contracted pre-sales will be recorded as revenue as construction progresses (PoC method). There is no definition of "contracted pre-sales'' under Brazilian GAAP.
PSV
Potential Sales Value.
SFH Funds
Funds from SFH are originated from the Governance Severance Indemnity Fund for Employees (FGTS) and from savings accounts deposits. Banks are required to invest 65% of the total savings accounts balance in the housing sector, either to final customers or developers, at lower interest rates than the private market.
Swap Agreements
A system in which we grant the land-owner a certain number of units to be built on the land or a percentage of the proceeds from the sale of units in such development in exchange for the land. By acquiring land through this system, we intend to reduce our cash requirements and increase our returns.
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About Gafisa
Gafisa is a leading diversified national homebuilder serving all demographic segments of the Brazilian market. Established over 56 years ago, we have completed and sold more than 1,000 developments and built more than 12 million square meters of housing only under Gafisas brand, more than any other residential development company in Brazil. Recognized as one of the foremost professionally managed homebuilders, "Gafisa" is also one of the most respected and best-known brands in the real estate market, recognized among potential homebuyers, brokers, lenders, landowners, competitors, and investors for its quality, consistency, and professionalism. Our pre-eminent brands include Tenda, serving the affordable/entry level housing segment, and Gafisa and AlphaVille, which offer a variety of residential options to the mid to higher-income segments. Gafisa S.A. is traded on the Novo Mercado of the BM&FBOVESPA (BOVESPA:GFSA3) and on the New York Stock Exchange (NYSE:GFA).
Investor Relations
Media Relations (Brazil)
Luiz Mauricio de Garcia Paula
Patrícia Queiroz
Rodrigo Pereira
Máquina da Notícia Comunicação Integrada
Phone: +55 11 3025-9297 / 9242 / 9305
Phone +55 11 3147-7409
Email: ri@gafisa.com.br
Fax: +55 11 3147-7900
Website: www.gafisa.com.br/ri
E-mail: patricia.queiroz@maquina.inf.br
This release contains forward-looking statements relating to the prospects of the business, estimates for operating and financial results, and those related to growth prospects of Gafisa. These are merely projections and, as such, are based exclusively on the expectations of management concerning the future of the business and its continued access to capital to fund the Companys business plan. Such forward-looking statements depend, substantially, on changes in market conditions, government regulations, competitive pressures, the performance of the Brazilian economy and the industry, among other factors; therefore, they are subject to change without prior notice.
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The following table sets projects launched during 9M10:
Table 22 - Projects launched | ||||||||||||||
Company | Project | Launch Date | Local | % Gafisa | Units | PSV | % sales | |||||||
(%Gafisa) | (%Gafisa) | 30/Sep/10 | ||||||||||||
Gafisa | Reserva Ecoville | January | Curitiba - PR | 50% | 128 | 76,516 | 63% | |||||||
Gafisa | Pq Barueri Cond Clube F2A - Sabiá | February | Barueri - SP | 100% | 171 | 47,399 | 32% | |||||||
Gafisa | Alegria - Fase2B | February | Guarulhos - SP | 100% | 139 | 40,832 | 52% | |||||||
Gafisa | Pátio Condomínio Clube - Harmony | February | São José dos Campos - SP | 100% | 96 | 32,332 | 66% | |||||||
Gafisa | Mansão Imperial - Fase 2b | February | São Bernardo do Campo - SP | 100% | 89 | 62,655 | 48% | |||||||
Gafisa | Golden Residence | March | Rio de Janeiro - RJ | 100% | 78 | 22,254 | 62% | |||||||
Gafisa | Riservato | March | Rio de Janeiro - RJ | 100% | 42 | 27,310 | 75% | |||||||
Gafisa | Fradique Coutinho - MOSAICO | April | São Paulo - SP | 100% | 62 | 42,947 | 93% | |||||||
Gafisa | Pateo Mondrian (Mota Paes) | April | São Paulo - SP | 100% | 115 | 82,267 | 73% | |||||||
Gafisa | Jatiuca - Maceió - AL - Fase 2 | April | Maceió - AL | 50% | 24 | 7,103 | 16% | |||||||
Gafisa | Zenith - It Fase 3 | April | São Paulo - SP | 100% | 24 | 97,057 | 21% | |||||||
Gafisa | Grand Park Varandas - FI | April | São Luis - MA | 50% | 94 | 19,994 | 100% | |||||||
Gafisa | Canto dos Pássaros_Parte 2 | May | Porto Alegre - RS | 80% | 90 | 16,692 | 12% | |||||||
Gafisa | Grand Park Varandas - FII | May | São Luis - MA | 50% | 75 | 16,905 | 100% | |||||||
Gafisa | Grand Park Varandas - FIII | May | São Luis - MA | 50% | 57 | 12,475 | 100% | |||||||
Gafisa | JARDIM DAS ORQUIDEAS | June | São Paulo - SP | 50% | 102 | 43,734 | 100% | |||||||
Gafisa | JARDIM DOS GIRASSOIS | June | São Paulo - SP | 50% | 150 | 44,254 | 100% | |||||||
Gafisa | Pátio Condomínio Clube - Kelvin | June | São José dos Campos - SP | 100% | 96 | 34,140 | 39% | |||||||
Gafisa | Vila Nova São José QF | June | São José dos Campos - SP | 100% | 152 | 39,673 | 28% | |||||||
Gafisa | CWB 34 - PARQUE ECOVILLE Fase1 | June | Curitiba - PR | 50% | 102 | 33,392 | 58% | |||||||
Gafisa | Vistta Laguna | July | Rio de Janeiro - RJ | 80% | 103 | 91,289 | 20% | |||||||
Gafisa | GRAND PARK - GLEBA 05 - F4A | July | São Luis - MA | 50% | 37 | 8,890 | 82% | |||||||
Gafisa | Barão de Teffé - Fase1 | August | São Paulo - SP | 100% | 142 | 51,255 | 89% | |||||||
Gafisa | Jardins da Barra Lote 3 | August | São Paulo - SP | 50% | 111 | 32,707 | 98% | |||||||
Gafisa | Luis Seraphico | September | São Paulo - SP | 100% | 233 | 140,911 | 26% | |||||||
Gafisa | Smart Vila Mariana | September | São Paulo - SP | 100% | 74 | 39,173 | 100% | |||||||
Gafisa | Barão de Teffé - Fase 2 | September | Jundiai - SP | 100% | 124 | 46,364 | 58% | |||||||
Gafisa | Parque Ecoville Fase 2A | September | Curitiba - PR | 50% | 101 | 34,713 | 6% | |||||||
Gafisa | GRAND PARK - GLEBA 05 - F4B | September | São Luis - MA | 50% | 37 | 9,032 | 18% | |||||||
Gafisa | Anauá | September | São Paulo - SP | 80% | 20 | 44,626 | 70% | |||||||
Gafisa | Igloo | September | Barueri - SP | 80% | 147 | 33,010 | 100% | |||||||
Gafisa | 3,016 | 1,331,901 | 57% | |||||||||||
Alphaville | Alphaville Ribeirão Preto F1 | March | Ribeirão Preto - SP | 60% | 352 | 97,269 | 92% | |||||||
Alphaville | AlphaVille Mossoró F2 | May | Mossoró - RN | 53% | 93 | 10,731 | 48% | |||||||
Alphaville | Alphaville Ribeirão Preto F2 | May | Ribeirão Preto - SP | 60% | 182 | 54,381 | 21% | |||||||
Alphaville | Alphaville Brasília | May | Brasília-DF | 34% | 170 | 73,974 | 85% | |||||||
Alphaville | Alphaville Jacuhy F3 | May | Vitória - ES | 65% | 168 | 56,336 | 18% | |||||||
Alphaville | Brasília Terreneiro | May | Brasília-DF | 13% | 65 | 28,175 | 85% | |||||||
Alphaville | Living Solutions | May | São Paulo - SP | 100% | 4 | 3,884 | 100% | |||||||
Alphaville | Alphaville Teresina | September | Teresina - PI | 79% | 589 | 111,248 | 79% | |||||||
Alphaville | Alphaville Belém 1 | September | Belém - PA | 73% | 337 | 63,234 | 0% | |||||||
Alphaville | Alphaville Belém 2 | September | Belém - PA | 72% | 289 | 49,342 | 0% | |||||||
Alphaville | 2,248 | 548,576 | 54% | |||||||||||
Tenda | Grand Ville das Artes - Monet Life IV | January | Lauro de Freitas - BA | 100% | 56 | 5,118 | 85% | |||||||
Tenda | Grand Ville das Artes - Matisse Life IV | January | Lauro de Freitas - BA | 100% | 60 | 5,403 | 91% | |||||||
Tenda | Fit Nova Vida - Taboãozinho | February | São Paulo - SP | 100% | 137 | 7,261 | 22% | |||||||
Tenda | São Domingos (Fase Única) | February | Contagem - MG | 100% | 192 | 17,823 | 92% | |||||||
Tenda | Espaço Engenho III (Fase Única) | February | Rio de Janeiro - RJ | 100% | 197 | 18,170 | 99% | |||||||
Tenda | Portal do Sol Life IV | February | Belford Roxo - RJ | 100% | 64 | 5,971 | 91% | |||||||
Tenda | Grand Ville das Artes - Matisse Life V | March | Lauro de Freitas - BA | 100% | 120 | 10,805 | 70% | |||||||
Tenda | Grand Ville das Artes - Matisse Life VI | March | Lauro de Freitas - BA | 100% | 120 | 10,073 | 79% | |||||||
Tenda | Grand Ville das Artes - Matisse Life VII | March | Lauro de Freitas - BA | 100% | 100 | 8,957 | 90% | |||||||
Tenda | Residencial Buenos Aires Tower | March | Belo Horizonte - MG | 100% | 88 | 14,226 | 100% | |||||||
Tenda | Tapanã - Fase I (Condomínio I) | March | Belém - PA | 100% | 274 | 26,543 | 48% | |||||||
Tenda | Tapanã - Fase I (Condomínio III) | March | Belém - PA | 100% | 164 | 15,926 | 26% | |||||||
Tenda | Estação do Sol - Jaboatão I | March | Jaboatão dos Guararapes - PE | 100% | 159 | 17,956 | 57% | |||||||
Tenda | Fit Marumbi Fase II | March | Curitiba - PR | 100% | 335 | 62,567 | 85% | |||||||
Tenda | Carvalhaes - Portal do Sol Life V | March | Belford Roxo - RJ | 100% | 96 | 9,431 | 69% | |||||||
Tenda | Florença Life I | March | Campo Grande - RJ | 100% | 199 | 15,720 | 69% | |||||||
Tenda | Cotia - Etapa I Fase V | March | Cotia - SP | 100% | 272 | 25,410 | 100% | |||||||
Tenda | Fit Jardim Botânico Paraiba - Stake Acquisition | March | João Pessoa - PB | 100% | 155 | 19,284 | 60% | |||||||
Tenda | Coronel Vieira Lote Menor (Cenário 2) | April | Rio de Janeiro - RJ | 100% | 158 | 16,647 | 98% | |||||||
Tenda | Portal das Rosas | April | Osasco - SP | 100% | 132 | 12,957 | 97% | |||||||
Tenda | Igara III | April | Canoas - RS | 100% | 240 | 23,601 | 12% | |||||||
Tenda | Portal do Sol - Fase 6 | May | Belford Roxo - RJ | 100% | 64 | 6,146 | 58% | |||||||
Tenda | Grand Ville das Artes - Fase 9 | May | Lauro de Freitas - BA | 100% | 120 | 11,403 | 28% | |||||||
Tenda | Gran Ville das Artes - Fase 8 | May | Lauro de Freitas - BA | 100% | 100 | 9,433 | 55% | |||||||
Tenda | Vale do Sol Life | May | Rio de Janeiro - RJ | 100% | 79 | 8,124 | 52% | |||||||
Tenda | Engenho Life IV | June | Rio de Janeiro - RJ | 100% | 197 | 19,968 | 62% | |||||||
Tenda | Residencial Club Cheverny | June | Goiânia - GO | 100% | 384 | 52,414 | 22% | |||||||
Tenda | Assunção Life | June | Belo Horizonte - MG | 100% | 440 | 55,180 | 85% | |||||||
Tenda | Residencial Brisa do Parque II | June | São José dos Campos - SP | 100% | 105 | 12,786 | 39% | |||||||
Tenda | Portal do Sol Life VII | June | Belford Roxo - RJ | 100% | 64 | 6,188 | 38% | |||||||
Tenda | Vale Verde Cotia F5B | June | Cotia - SP | 100% | 116 | 11,984 | 96% | |||||||
Tenda | San Martin | June | Belo Horizonte - MG | 100% | 132 | 21,331 | 93% | |||||||
Tenda | Brisas do Guanabara | June | Vitória da Conquista - BA | 80% | 243 | 22,248 | 14% | |||||||
Tenda | Jd. Barra - Lote 4 | September | São Paulo - SP | 50% | 150 | 20,010 | 85% | |||||||
Tenda | Jd. Barra - Lote 5 | September | São Paulo - SP | 50% | 112 | 14,533 | 74% | |||||||
Tenda | Jd. Barra - Lote 6 | September | São Paulo - SP | 50% | 112 | 14,590 | 55% | |||||||
Tenda | ESTAÇÃO DO SOL TOWER - Fase 2 | September | Jaboatão dos Guararapes - PE | 100% | 160 | 17,376 | 9% | |||||||
Tenda | Assis Brasil Fit Boulevard | September | Porto Alegre - RS | 70% | 223 | 38,897 | 19% | |||||||
Tenda | Cesário de Melo II - San Marino | September | Rio de Janeiro - RJ | 100% | 199 | 16,907 | 72% | |||||||
Tenda | Parque Arvoredo - F1 | September | Curitiba - PR | 100% | 360 | 71,256 | 44% | |||||||
Tenda | GVA 10 a 14 | September | Lauro de Freitas - BA | 100% | 559 | 52,149 | 16% | |||||||
Tenda | Portal do Sol - Consolidado | September | Rio de Janeiro - RJ | 100% | 448 | 43,993 | 11% | |||||||
Tenda | Flamboyant Fase 1 | September | São José dos Campos - SP | 100% | 264 | 39,005 | 32% | |||||||
Tenda | Assunção Fase 3 | September | Belo Horizonte - MG | 100% | 158 | 20,880 | 61% | |||||||
Tenda | Viver Itaquera (Agrimensor Sugaya) | September | São Paulo - SP | 100% | 199 | 24,359 | 0% | |||||||
Tenda | Estudo Firenze Life | September | Sete Lagoas - MG | 100% | 240 | 23,281 | 86% | |||||||
Tenda | Villagio Carioca - Cel Lote Maior | September | Rio de Janeiro - RJ | 100% | 237 | 27,279 | 24% | |||||||
Tenda | ICOARACI - Stake Acquisition | September | Belém - PA | 90% | 29 | 5,008 | 79% | |||||||
Tenda | FIT COQUEIRO I - Stake Acquisition | September | Belém - PA | 100% | 60 | 5,599 | 100% | |||||||
Tenda | FIT COQUEIRO II - Stake Acquisition | September | Belém - PA | 100% | 48 | 4,501 | 2% | |||||||
Tenda | FIT MIRANTE DO PARQUE - Stake Acquisition | September | Belém - PA | 90% | 126 | 20,507 | 100% | |||||||
Tenda | MIRANTE DO LAGO - Stake Acquisition | September | Ananindeua - PA | 85% | 20 | 3,156 | 100% | |||||||
Tenda | Alta Vista | September | São Paulo - SP | 100% | 160 | 17,869 | 82% | |||||||
Tenda | 9,227 | 1,068,208 | 56% | |||||||||||
Total | 14,491 | 2,948,685 | 56.0% |
Page 90
The following table sets forth the financial completion of the construction in progress and the related revenue recognized (R$000) during the third quarter ended on September 30, 2010.
Company | Project | Construction status | %Sold | Revenues recognized (R$ '000) | ||||||||||
3Q10 | 2Q10 | 3Q10 | 2Q10 | 3Q10 | 2Q10 | |||||||||
Gafisa | NOVA PETROPOLIS SBC - 1ª FASE | 94% | 84% | 72% | 62% | 22,056 | 9,850 | |||||||
Gafisa | SUPREMO | 89% | 81% | 100% | 98% | 18,675 | 11,090 | |||||||
Gafisa | Smart Vila Mariana | 38% | 0% | 100% | 0% | 14,860 | - | |||||||
Gafisa | PQ BARUERI COND - FASE 1 | 82% | 73% | 70% | 69% | 13,991 | 10,859 | |||||||
Gafisa | ENSEADA DAS ORQUÍDEAS | 94% | 89% | 97% | 96% | 13,577 | 10,002 | |||||||
Gafisa | Vistta Santana | 66% | 58% | 93% | 92% | 13,047 | 9,004 | |||||||
Gafisa | LONDON GREEN | 100% | 99% | 95% | 93% | 11,481 | 4,005 | |||||||
Gafisa | TERRAÇAS TATUAPE | 84% | 70% | 88% | 78% | 10,079 | 4,072 | |||||||
Gafisa | Chácara Santana | 81% | 69% | 96% | 95% | 10,031 | 6,773 | |||||||
Gafisa | MONT BLANC | 70% | 63% | 43% | 38% | 9,874 | 4,207 | |||||||
Gafisa | LAGUNA DI MARE - FASE 2 | 60% | 47% | 78% | 72% | 9,426 | 5,773 | |||||||
Gafisa | MAGIC | 100% | 100% | 91% | 84% | 9,168 | 5,113 | |||||||
Gafisa | Reserva do Bosque - Lauro Sodré - Phase 2 | 48% | 37% | 84% | 75% | 8,725 | 3,370 | |||||||
Gafisa | BRINK | 89% | 72% | 93% | 92% | 8,551 | 5,878 | |||||||
Gafisa | Alphaville Barra da Tijuca | 88% | 83% | 73% | 73% | 8,349 | 3,416 | |||||||
Gafisa | ALEGRIA FASE 1 | 57% | 45% | 68% | 64% | 7,706 | 7,582 | |||||||
Gafisa | Alegria - Fase2A | 55% | 40% | 83% | 68% | 7,556 | 4,821 | |||||||
Gafisa | ECOLIVE | 75% | 59% | 99% | 98% | 7,554 | 3,979 | |||||||
Gafisa | Supremo Ipiranga | 47% | 38% | 91% | 80% | 7,459 | 2,943 | |||||||
Gafisa | VISION BROOKLIN | 46% | 41% | 97% | 97% | 6,934 | 3,410 | |||||||
Gafisa | ORBIT | 92% | 84% | 74% | 66% | 6,932 | 2,699 | |||||||
Gafisa | RESERVA BOSQUE RESORT - F 1 | 63% | 48% | 98% | 98% | 6,614 | 3,950 | |||||||
Gafisa | MISTRAL | 57% | 49% | 92% | 87% | 6,605 | 4,508 | |||||||
Gafisa | Mansão Imperial - Fase 2b | 54% | 44% | 50% | 41% | 6,427 | 14,474 | |||||||
Gafisa | GRAND VALLEY NITERÓI - FASE 1 | 71% | 61% | 89% | 91% | 6,141 | 5,318 | |||||||
Gafisa | IT STYLE - FASE 1 | 51% | 51% | 87% | 82% | 6,136 | 24,918 | |||||||
Gafisa | Mansão Imperial - F1 | 57% | 48% | 80% | 79% | 5,973 | 2,305 | |||||||
Gafisa | VISION - CAMPO BELO | 97% | 96% | 99% | 98% | 5,489 | 8,519 | |||||||
Gafisa | Vila Nova São José F1 - Metropolitan | 73% | 51% | 61% | 54% | 5,306 | 6,606 | |||||||
Gafisa | QUINTAS DO PONTAL | 93% | 84% | 40% | 36% | 5,051 | 1,342 | |||||||
Gafisa | RESERVA STA CECILIA | 71% | 56% | 28% | 23% | 4,858 | 2,006 | |||||||
Gafisa | Brink F2 - Campo Limpo | 89% | 72% | 93% | 89% | 4,856 | 4,106 | |||||||
Gafisa | EVIDENCE | 100% | 98% | 89% | 82% | 4,777 | 4,037 | |||||||
Gafisa | Others | 196,571 | 325,656 | |||||||||||
Total Gafisa | 490,835 | 526,591 | ||||||||||||
Alphaville | MANAUS | 100% | 100% | 99% | 100% | 10,811 | 8,243 | |||||||
Alphaville | PORTO ALEGRE | 22% | 0% | 86% | 0% | 10,786 | 1,260 | |||||||
Alphaville | RIBEIRÃO PRETO | 24% | 0% | 93% | 0% | 8,614 | 8,427 | |||||||
Alphaville | RIO DAS OSTRAS | 100% | 79% | 100% | 99% | 7,441 | 10,200 | |||||||
Alphaville | BARRA DA TIJUCA | 85% | 68% | 73% | 73% | 4,496 | 2,635 | |||||||
Alphaville | TERRAS ALPHA FOZ | 45% | 0% | 82% | 0% | 3,633 | 2,610 | |||||||
Alphaville | LITORAL NORTE | 100% | 100% | 98% | 100% | 2,997 | 6,390 | |||||||
Alphaville | CARUARU (VARGEM GRANDE) | 76% | 16% | 99% | 98% | 2,476 | 3,748 | |||||||
Alphaville | CONCEITO A RIO OSTRAS (ex caxias sul) | 20% | 4% | 54% | 15% | 2,433 | 382 | |||||||
Alphaville | Others | 0% | 0% | 0% | 0% | 60,837 | 56,983 | |||||||
Total AUSA | 114,523 | 100,879 | ||||||||||||
Total Tenda | 351,838 | 299,972 | ||||||||||||
Consolidated Total | 957,196 | 927,442 |
Page 91
Consolidated Income Statement
R$ 000 | 3Q10 | 3Q09 | 2Q10 | 3Q10 x 3Q09 | 3Q10 x 2Q10 | |||||
Gross Operating Revenue | 1,028,530 | 915,461 | 1,003,861 | 12.4% | 2.5% | |||||
Real Estate Development and Sales | 1,022,095 | 902,196 | 990,269 | 13.3% | 3.2% | |||||
Construction and Services Rendered | 6,435 | 13,265 | 13,592 | -51.5% | -52.7% | |||||
Deductions | (71,334) | (38,360) | (76,419) | 86.0% | -6.7% | |||||
Net Operating Revenue | 957,196 | 877,101 | 927,442 | 9.1% | 3.2% | |||||
Operating Costs | (681,275) | (621,927) | (647,950) | 9.5% | 5.1% | |||||
Gross profit | 275,921 | 255,174 | 279,492 | 8.1% | -1.3% | |||||
Operating Expenses | ||||||||||
Selling Expenses | (53,887) | (55,556) | (61,140) | -3.0% | -11.9% | |||||
General and Administrative Expenses | (59,317) | (57,601) | (55,125) | 3.0% | 7.6% | |||||
Amortization of gain on partial sale of FIT Residential | - | 52,600 | - | -100.0% | - | |||||
Other Operating Revenues / Expenses | (2,187) | (40,031) | (6,947) | -94.5% | -68.5% | |||||
Depreciation and Amortization | (8,305) | (9,784) | (8,781) | -15.1% | -5.4% | |||||
Non-recurring expenses | (18) | - | (259) | - | - | |||||
Operating results | 152,207 | 144,802 | 147,240 | 5.1% | 3.4% | |||||
Financial Income | 36,417 | 33,104 | 40,929 | 10.0% | -11.0% | |||||
Financial Expenses | (48,345) | (64,112) | (54,840) | -24.6% | -11.8% | |||||
Income Before Taxes on Income | 140,279 | 113,794 | 133,329 | 23.3% | 5.2% | |||||
Deferred Taxes | (823) | (23,142) | (12,083) | -96.4% | -93.2% | |||||
Income Tax and Social Contribution | (9,661) | (4,828) | (9,977) | 100.1% | -3.2% | |||||
Income After Taxes on Income | 129,795 | 85,824 | 111,269 | 51.2% | 16.6% | |||||
Minority Shareholders | (13,195) | (22,107) | (14,000) | -40.3% | -5.8% | |||||
Net Income | 116,600 | 63,717 | 97,269 | 83.0% | 19.9% | |||||
Net Income Per Share (R$) | 0.27059 | 0.24411 | 0.22655 | 10.8% | 19.4% |
Page 92
Consolidated Income Statement
R$ 000 | 9M10 | 9M09 | 9M10x9M09 | |||
Gross Operating Revenue | 2,971,267 | 2,214,469 | 34.2% | |||
Real Estate Development and Sales | 2,943,363 | 2,184,117 | 34.8% | |||
Construction and Services Rendered | 27,904 | 30,352 | -8.1% | |||
Deductions | (179,044) | (89,663) | 99.7% | |||
Net Operating Revenue | 2,792,223 | 2,124,806 | 31.4% | |||
Operating Costs | (1,984,154) | (1,523,640) | 30.2% | |||
Gross profit | 808,069 | 601,166 | 34.4% | |||
Operating Expenses | ||||||
Selling Expenses | (166,321) | (153,344) | 8.5% | |||
General and Administrative Expenses | (171,860) | (172,831) | -0.6% | |||
Amortization of gain on partial sale of FIT Residential | - | 157,800 | -100.0% | |||
Other Operating Revenues / Expenses | (11,114) | (79,095) | -85.9% | |||
Depreciation and Amortization | (27,324) | (24,166) | 13.1% | |||
Non-recurring expenses | (278) | - | 0.0% | |||
Operating results | 431,173 | 329,530 | 30.8% | |||
Financial Income | 101,275 | 106,399 | -4.8% | |||
Financial Expenses | (160,382) | (159,336) | 0.7% | |||
Income Before Taxes on Income | 372,066 | 276,593 | 34.5% | |||
Deferred Taxes | (27,649) | (49,245) | -43.9% | |||
Income Tax and Social Contribution | (27,384) | (15,659) | 74.9% | |||
Income After Taxes on Income | 317,033 | 211,689 | 49.8% | |||
Minority Shareholders | (38,345) | (53,471) | -28.3% | |||
Net Income | 278,688 | 158,218 | 76.1% | |||
Net Income Per Share (R$) | 0.64674 | 0.60616 | 6.7% |
Page 93
Consolidated Balance Sheet
3Q10 | 3Q09 | 2Q10 | 3Q10 x 3Q09 | 3Q10 x 2Q10 | ||||||
ASSETS | ||||||||||
Current Assets | ||||||||||
Cash and cash equivalents | 570,718 | 948,350 | 1,136,765 | -39.8% | -49.8% | |||||
Restricted cash in guarantee to loans and resctricted | ||||||||||
credits | 660,425 | 151,337 | 669,619 | 336.4% | -1.4% | |||||
Receivables from clients | 2,727,930 | 1,718,110 | 2,470,944 | 58.8% | 10.4% | |||||
Properties for sale | 1,447,266 | 1,376,236 | 1,446,760 | 5.2% | 0.0% | |||||
Other accounts receivable | 155,795 | 93,722 | 141,740 | 66.2% | 9.9% | |||||
Deferred selling expenses | 38,028 | 7,205 | 20,592 | 427.8% | 84.7% | |||||
Deferred taxes | - | 13,099 | - | - | - | |||||
Prepaid expenses | 16,423 | 13,522 | 15,283 | 21.5% | 7.5% | |||||
5,616,585 | 4,321,581 | 5,901,703 | 30.0% | -4.8% | ||||||
Long-term Assets | ||||||||||
Receivables from clients | 2,411,275 | 1,662,300 | 2,075,161 | 45.1% | 16.2% | |||||
Properties for sale | 388,649 | 386,196 | 407,792 | 0.6% | -4.7% | |||||
Deferred taxes | 367,788 | 250,846 | 311,693 | 46.6% | 18.0% | |||||
Other | 177,182 | 52,140 | 131,035 | 239.8% | 35.2% | |||||
3,344,894 | 2,351,482 | 2,925,681 | 42.2% | 14.3% | ||||||
Investments | 194,207 | 195,088 | 194,871 | -0.5% | -0.3% | |||||
Property, plant and equipment | 63,825 | 53,698 | 59,659 | 18.9% | 7.0% | |||||
Intangible assets | 15,480 | 9,690 | 16,280 | 59.8% | -4.9% | |||||
273,512 | 258,476 | 270,810 | 5.8% | 1.0% | ||||||
Total Assets | 9,234,991 | 6,931,539 | 9,098,194 | 33.2% | 1.5% | |||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||
Current Liabilities | ||||||||||
Loans and financing | 789,331 | 570,307 | 825,382 | 38.4% | -4.4% | |||||
Debentures | 214,561 | 80,781 | 123,608 | 165.6% | 73.6% | |||||
Obligations for purchase of land and advances from | ||||||||||
clients | 460,470 | 488,935 | 466,078 | -5.8% | -1.2% | |||||
Materials and service suppliers | 292,444 | 194,302 | 244,545 | 50.5% | 19.6% | |||||
Taxes and contributions | 234,394 | 132,216 | 154,983 | 77.3% | 51.2% | |||||
Taxes, payroll charges and profit sharing | 69,594 | 61,206 | 73,057 | 13.7% | -4.7% | |||||
Provision for contingencies | 8,001 | 10,512 | 6,312 | -23.9% | 26.8% | |||||
Dividends | 52,287 | 26,106 | 52,287 | 100.3% | 0.0% | |||||
Deferred taxes | - | 52,375 | - | - | - | |||||
Other | 171,417 | 181,312 | 217,569 | -5.5% | -21.2% | |||||
2,292,499 | 1,798,052 | 2,163,821 | 27.5% | 5.9% | ||||||
Long-term Liabilities | ||||||||||
Loans and financings | 371,843 | 636,639 | 352,181 | -41.6% | 5.6% | |||||
Debentures | 1,551,407 | 1,244,000 | 1,748,000 | 24.7% | -11.2% | |||||
Obligations for purchase of land | 177,412 | 147,168 | 176,084 | 20.6% | 0.8% | |||||
Deferred taxes | 483,373 | 322,870 | 484,453 | 49.7% | -0.2% | |||||
Provision for contingencies | 51,185 | 59,509 | 52,670 | -14.0% | -2.8% | |||||
Other | 568,945 | 362,843 | 521,211 | 56.8% | 9.2% | |||||
Deferred income on acquisition | 6,757 | 12,499 | 8,045 | -45.9% | -16.0% | |||||
Unearned income from partial sale of investment | 0 | 11,594 | 0 | -100.0% | 0.0% | |||||
3,210,922 | 2,797,122 | 3,342,644 | 14.8% | -3.9% | ||||||
Minority Shareholders | 51,565 | 552,889 | 46,316 | -90.7% | 11.3% | |||||
Shareholders' Equity | ||||||||||
Capital | 2,729,187 | 1,233,897 | 2,712,899 | 121.2% | 0.6% | |||||
Treasury shares | (1,731) | (18,050) | (1,731) | -90.4% | 0.0% | |||||
Capital reserves | 251,489 | 190,585 | 290,507 | 32.0% | -13.4% | |||||
Revenue reserves | 422,373 | 218,827 | 381,651 | 93.0% | 10.7% | |||||
Retained earnings/accumulated losses | 278,687 | 158,217 | 162,087 | 76.1% | 71.9% | |||||
3,680,005 | 1,783,476 | 3,545,413 | 106.3% | 3.8% | ||||||
Liabilities and Shareholders' Equity | 9,234,991 | 6,931,539 | 9,098,194 | 33.2% | 1.5% |
Page 94
Consolidated Cash Flows
3Q10 | 3Q09 | |||
Net Income | 116.600 | 63.717 | ||
Expenses (income) not affecting w orking capital | ||||
Depreciation and amortization |
9.593 | 12.892 | ||
Goodw ill / Negative goodw ill amortization |
(1.288) | (3.107) | ||
Expense on stock option plan |
3.075 | 2.749 | ||
Unearned income from partial sale of investment |
- | (52.600) | ||
Unrealized interest and charges, net |
62.805 | 39.719 | ||
Deferred Taxes |
(57.176) | 23.142 | ||
Disposal of fixed asset |
- | 271 | ||
Warranty provision |
5.272 | - | ||
Provision for contingencies |
15.462 | - | ||
Profit sharing provision |
6.538 | - | ||
Allow ance (reversal) for doubtful debts |
- | - | ||
Minority interest |
5.249 | - | ||
Decrease (increase) in assets | ||||
Clients |
(593.100) | (467.084) | ||
Properties for sale |
18.636 | 27.494 | ||
Other receivables |
(61.342) | (82.314) | ||
Deferred selling expenses |
(17.436) | 6.032 | ||
Prepaid expenses |
- | 8.576 | ||
Decrease (increase) in liabilities | ||||
Obligations on land purchases and advances from customers |
(4.279) | 16.240 | ||
Taxes and contributions |
83.933 | 24.138 | ||
Trade accounts payable |
47.899 | 38.601 | ||
Salaries, payroll charges |
(10.000) | (9.950) | ||
Other accounts payable |
(82.636) | 113.456 | ||
Cash used in operating activities | (452.195) | (194.495) | ||
Investing activities | ||||
Purchase of property and equipment and deferred charges | (11.008) | (19.120) | ||
Restricted cash for loan guarantees | 9.194 | (10.224) | ||
Cash used in investing activities | (1.814) | (29.344) | ||
Financing activities | ||||
Capital increase | 16.288 | 1.319 | ||
Follow on expenses | - | - | ||
Capital reserve increase | 40.722 | - | ||
Increase in loans and financing | 272.118 | 436.562 | ||
Repayment of loans and financing | (456.951) | (187.307) | ||
Assignment of credit receivables, net | 19.785 | 15.214 | ||
Proceeds from subscription of redeemable equity interest in securitization | (4.000) | (8.798) | ||
Cessão de Crédito Imobiliário - CCI | - | - | ||
Net cash provided by financing activities | (112.038) | 256.990 | ||
Net increase (decrease) in cash and cash equivalents | (566.047) | 33.151 | ||
Cash and cash equivalents | ||||
At the beggining of the period | 1.136.765 | 915.199 | ||
At the end of the period | 570.718 | 948.350 | ||
Net increase (decrease) in cash and cash equivalents | (566.047) | 33.151 |
Page 95
Guidance
Gafisa is narrowing the range of the 2010 launches guidance to R$ 4.2 billion - R$ 4.6 billion, with an expected full year 2010 EBITDA margin to reach between 18.5% - 20.5%.
Through the first nine months of 2010, Gafisa reached 67% of the mid range of the launch guidance, in line with historical seasonality. Gafisa delivered a 20.6% EBITDA margin in the 3Q10 and 19.7% EBITDA margin in the 9M10, well within the previously stated guidance range.
Launches | Guidance | |||||||||||
(R$ million) | 2010 | 3Q10 | % | 9M10 | % | |||||||
Gafisa | Min. | 4.200 | 29% | 70% | ||||||||
(consolidated) | Average | 4.400 | 1.237 | 28% | 2.949 | 67% | ||||||
Max. | 4.600 | 27% | 64% | |||||||||
EBITDA Margin (%) | Guidance | 3Q10 | % | 9M10 | % | |||||||
2010 | ||||||||||||
Gafisa | Min. | 18,5% | 210 bps | 120 bps | ||||||||
(consolidated) | Average | 19,5% | 20,6% | 110 bps | 19,7% | 20 bps | ||||||
Max. | 20,5% | 10 bps | -80 bps |
Page 96
1. SHAREHOLDERS HOLDING MORE THAN 5% OF THE VOTING CAPITAL AND TOTAL NUMBER OF OUTSTANDING SHARES
9/30/2009 | ||||||
Common shares | ||||||
Shareholder | Country | Shares | % | |||
EIP BRAZIL HOLDINGS LLC | USA | 24,829,605 | 18.58% | |||
MORGAN STANLEY & CO.(1) | USA | 10,174,334 | 7.61% | |||
BANCO ITAÚ (2) | BRL | 7,265,028 | 5.44% | |||
Treasury shares | 3,124,972 | 2.34% | ||||
Other | 88,239,379 | 66.03% | ||||
Total shares | 133,633,318 | 100.00% | ||||
(1) Source: Thomson One - based no 13F report filed at SEC | ||||||
(2) Several funds and entities under Banco Itaú S.A. management. |
Page 97
2. SHARES HELD BY PARENT COMPANIES, MANAGEMENT AND BOARD
9/30/2010 | ||||
Common shares | ||||
Shares | % | |||
Shareholders holding effective control | ||||
of the Company | 24,633,016 | 5.71% | ||
Board of directors | 169,488 | 0.04% | ||
Executive directors | 2,134,476 | 0.49% | ||
Fiscal council | - | 0.00% | ||
Executive control, board members, | ||||
officers and fiscal council shares | 26,936,980 | 6.24% | ||
Treasury shares | 599,486 | 0.14% | ||
Outstanding shares in the market(*) | 403,973,033 | 93.62% | ||
Total shares | 431,509,499 | 100.00% | ||
9/30/2009 | ||||
Common shares | ||||
Shares | % | |||
Shareholders holding effective control | ||||
of the Company | 24,829,605 | 18.58% | ||
Board of directors | 86,616 | 0.06% | ||
Executive directors | 1,367,054 | 1.02% | ||
Fiscal council | - | 0.00% | ||
Executive control, board members, | ||||
officers and fiscal council shares | 26,283,275 | 19.67% | ||
Treasury shares | 3,124,972 | 2.34% | ||
Outstanding shares in the market(*) | 104,225,071 | 77.99% | ||
Total shares | 133,633,318 | 100.00% |
(*) Excludes shares of effective control, management, board and in treasury
Page 98
3 COMMITMENT CLAUSE
The Company, its shareholders, directors and board members undertake to settle, through arbitration, any and all disputes or controversies that may arise between them, related to or originating from, particularly, the application, validity, effectiveness, interpretation, breach and the effects thereof, of the provisions of Law No. 6404/76, the Company's By-Laws, rules determined by the Brazilian Monetary Council (CMN), by the Central Bank of Brazil and by the Brazilian Securities Commission (CVM), as well as the other rules that apply to the operation of the capital market in general, in addition to those established in the New Market Listing Regulation, Participation in the New Market Contract and in the Arbitration Regulation of the Chamber of Market Arbitration.
Page 99
21.01 SPECIAL REVIEW REPORT WITHOUT EXCEPTIONS
(Translation of report originally issued in the Portuguese language)
Report of Independent Registered Public Accounting Firm
To the shareholders and management of Gafisa S.A:
1. We have made a review of the accounting information included in the quarterly information of Gafisa S.A. (parent company and consolidated) at September 30, 2010, which includes the balance sheet, the statements of income, the changes in shareholders equity and the cash flows, and included in the performance report and explanatory notes, prepared under the responsibility of the Companys management
2. Our review was conducted in accordance with specific standards established by Brazilian Institute of Independent Auditors, together with the Federal Accounting Council, and consisted principally of: (a) inquiries of and discussions with management responsible for the accounting, financial and operating areas of the Company and its subsidiaries as to the main criteria adopted in the preparation of the quarterly information, and (b) review of the information and subsequent events that had or might have significant effects on the financial position and operations of the Company and its subsidiaries.
3. Based on our special review, we are not aware of any significant change that should be made to the accounting information included in the quarterly information referred to above for it to be in conformity with Brazilian accounting practices and with standards established by the Brazilian Securities Commission (CVM), applicable to the preparation of such quarterly information.
4. As mentioned in Note 2 (a), in 2009 the Brazilian Securities Commission (CVM) approved several Pronouncements, Interpretation and Technical Guidance issued by the Accounting Pronouncements Committee (CPC), effective from 2010, which changes the accounting practices adopted in Brazil. As allowed by CVM Resolution No. 603/09, the quarterly information mentioned in paragraph 1 were prepared in accordance with the accounting practices adopted in Brazil in force at December 31, 2009, therefore, it did not adopted the standards effective for 2010. As required by the aforementioned CVM Resolution No. 603/09, the Company disclosed this fact in Note 2 to the quarterly information together with the description of the main changes that may impact its year-end financial statements and the clarification of reasons that did not allow the Company to present the estimate of their effects on shareholders equity and statements of income, as required by the Resolution.
Page 100
5. The balance sheet at June 30, 2010, the statements of income, the changes in shareholders equity and the cash flows for the quarter and nine-month period ended September 30, 2009 was reviewed by Terco Grant Thornton Auditores Independentes (Terco), a separate legal entity from Ernst & Young Auditores Independentes S.S., who issued the special review report, without qualification, on July 29, 2010 and November 5, 2009, respectively. Effective October 1, 2010, Terco was merged with Ernst & Young Auditores Independentes S.S. After the merger, Ernst & Young Auditores Independentes S.S. become to be known as Ernst & Young Terco Auditores Independentes S.S.
6. The accompanying financial statements referred to above are a translation and adaptation of those originally issued in the Portuguese language and in conformity with Brazilian accounting practices. Certain accounting practices applied by the Company and its subsidiaries that conform with those accounting practices in Brazil may not conform with generally accepted accounting principles in the countries where these financial statements may be used.
São Paulo, November 9, 2010.
Daniel Gomes Maranhão Júnior
ERNST & YOUNG TERCO
Auditores Independentes S.S.
CRC 2SP015199/O-6
Accountant CRC 1SP-215.856/O-5
Page 101
(A free translation of the original in Portuguese)
FEDERAL GOVERNMENT SERVICE |
(Unaudited) Corporate Legislation BASE DATE - 09/30/2010 |
01.01 - IDENTIFICATION
1 - CVM CODE 01610-1 |
2 - COMPANY NAME GAFISA S/A |
3 - CNPJ (Federal Tax ID) 01.545.826/0001-07 |
INDEX
GROUP |
TABLE |
DESCRIPTION |
PAGE |
01 |
01 |
IDENTIFICATION |
1 |
01 |
02 |
HEAD OFFICE |
1 |
01 |
03 |
INVESTOR RELATIONS OFFICERS |
1 |
01 |
04 |
ITR REFERENCE |
1 |
01 |
05 |
CAPITAL STOCK |
2 |
01 |
06 |
COMPANY PROFILE |
2 |
01 |
07 |
COMPANIES NOT INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS |
2 |
01 |
08 |
CASH DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER |
2 |
01 |
09 |
SUBSCRIBED CAPITAL AND CHANGES IN THE CURRENT YEAR |
3 |
01 |
10 |
INVESTOR RELATIONS OFFICER |
3 |
02 |
01 |
BALANCE SHEET ASSETS |
4 |
02 |
02 |
BALANCE SHEET - LIABILITIES AND SHAREHOLDERS' EQUITY |
5 |
03 |
01 |
STATEMENT OF INCOME |
7 |
04 |
01 |
04 - STATEMENT OF CASH FLOW |
9 |
05 |
01 |
05 - STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FROM 07/01/2010 TO 09/30/2010 |
11 |
05 |
02 |
05 - STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FROM 01/01/2010 TO 09/30/2010 |
12 |
08 |
01 |
CONSOLIDATED BALANCE SHEET ASSETS |
14 |
08 |
02 |
CONSOLIDATED BALANCE SHEET - LIABILITIES AND SHAREHOLDERS' EQUITY |
15 |
09 |
01 |
CONSOLIDATED STATEMENT OF INCOME |
17 |
10 |
01 |
10.01 CONSOLIDATED STATEMENT OF CASH FLOW |
19 |
11 |
01 |
11 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FROM 07/01/2010 TO 09/30/2010 |
21 |
11 |
02 |
11 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FROM 01/01/2010 TO 09/30/2010 |
22 |
06 |
01 |
NOTES TO THE QUARTERLY INFORMATION |
24 |
07 |
01 |
COMMENT ON THE COMPANY PERFORMANCE IN THE QUARTER |
75 |
12 |
01 |
COMMENT ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
76 |
17 |
01 |
GUIDANCE |
102 |
20 |
01 |
OTHER RELEVANT INFORMATION |
103 |
21 |
01 |
SPECIAL REVIEW REPORT |
106 |
Page 102
Gafisa S.A. | |
By: |
/s/ Alceu Duílio Calciolari |
Name: Alceu Duílio Calciolari
Title: Chief Financial Officer and Investor Relations Officer |