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
INDEX
Company data
Capital Composition
Individual Financial Statements
Balance Sheet - Assets
Balance Sheet – Liabilities
Income Statements
Comprehensive Income
Cash Flow Statement
Statements of Changes in Shareholders´ Equity
01/01/2011 to 09/30/2011
01/01/2010 to 09/30/2010
Statement of value added
Consolidated Financial Statement
Balance Sheet - Assets
Balance Sheet – Liabilities
Income Statements
Comprehensive Income
Cash Flow Statement
Statements of Changes in Shareholders´ Equity
01/01/2011 to 09/30/2011
01/01/2010 to 09/30/2010
Statement of value added
Management Report
Notes to quarterly information
Outlook
Other relevant information
Reports and Statements
Management Statement of Quarterly Information
Management Statement on the Review Report
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
CAPITAL COMPOSITION
Number of Shares
(in thousands) |
CURRENT QUARTER
9/30/2011 |
|
Paid-in Capital |
| |
1 – Common |
432,515 |
|
2 – Preferred |
0 |
|
3 – Total |
432,515 |
|
Treasury share |
| |
4 – Common |
600 |
|
5 – Preferred |
0 |
|
6 – Total |
600 |
|
1
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
INDIVIDUAL BALANCE SHEET – ASSETS (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
CURRENT QUARTER 9/30/2011 |
PREVIOUS YEAR 12/31/2010 |
1 |
Total Assets |
7,489,353 |
7,005,270 |
1.01 |
Current Assets |
2,730,709 |
2,839,648 |
1.01.01 |
Cash and cash equivalents |
102,088 |
66,092 |
1.01.01.01 |
Cash and banks |
59,503 |
30,524 |
1.01.01.02 |
Financial Investments |
42,585 |
35,568 |
1.01.02 |
Fair value of marketable securities |
147,156 |
491,295 |
1.01.02.01 |
Fair value of marketable securities |
147,156 |
491,295 |
1.01.02.01.02 |
Marketable securities – held for sale |
147,156 |
491,295 |
1.01.03 |
Trade accounts receivable |
1,164,082 |
1,039,549 |
1.01.03.01 |
Trade accounts receivable |
1,164,082 |
1,039,549 |
1.01.03.01.01 |
Receivables from clients of developments |
1,105,394 |
974,890 |
1.01.03.01.02 |
Receivables from clients of construction and services rendered |
34,807 |
57,826 |
1.01.03.01.03 |
Other Receivables |
23,881 |
6,833 |
1.01.04 |
Inventory |
897,270 |
653,996 |
1.01.04.01 |
Properties for sale |
897,270 |
653,996 |
1.01.07 |
Prepaid expenses expenses |
18,847 |
12,480 |
1.01.07.01 |
Prepaid expenses and others |
18,847 |
12,480 |
1.01.08 |
Other current assets |
401,266 |
576,236 |
1.01.08.03 |
Others |
401,266 |
576,236 |
1.01.08.03.01 |
Others trade accounts receivable and others |
401,266 |
576,236 |
1.02 |
Non Current Assets |
4,758,644 |
4,165,622 |
1.02.01 |
Long Term Receivables |
1,006,419 |
1,198,548 |
1.02.01.03 |
Trade accounts receivable |
584,402 |
699,551 |
1.02.01.03.01 |
Receivables from clients of developments |
584,402 |
699,551 |
1.02.01.04 |
Properties for sale |
110,850 |
227,894 |
1.02.01.06 |
Deferred taxes |
156,855 |
141,037 |
1.02.01.06.01 |
Deferred income tax and social contribution |
156,855 |
141,037 |
1.02.01.09 |
Others non current assets |
154,312 |
130,006 |
1.02.01.09.03 |
Others trade accounts receivable and others |
154,312 |
130,006 |
1.02.02 |
Investments |
3,702,040 |
2,918,659 |
1.02.02.01 |
Interest in associated and similar companies |
3,508,497 |
2,725,116 |
1.02.02.01.02 |
Interest in Subsidiaries |
3,190,551 |
2,397,319 |
1.02.02.01.04 |
Other Investments |
317,946 |
327,797 |
1.02.02.02. |
Interest in Subsidiaries |
193,543 |
193,543 |
1.02.02.02.01 |
Interest in Subsidiaries - goodwill |
193,543 |
193,543 |
1.02.03 |
Property and equipment |
31,039 |
38,474 |
1.02.03.01 |
Operation property and equipment |
31,039 |
38,474 |
1.02.04 |
Intangible assets |
19,146 |
9,941 |
1.02.04.01 |
Intangible assets |
19,146 |
9,941 |
2
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
INDIVIDUAL BALANCE SHEET - LIABILITIES AND SHAREHOLDERS' EQUITY (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
CURRENT QUARTER 9/30/2011 |
PREVIOUS YEAR 12/31/2010 |
2 |
Total Liabilities and Shareholders’ Equity |
7,489,353 |
7,005,270 |
2.01 |
Current Liabilities |
1,077,933 |
1,014,252 |
2.01.01 |
Salaries and social charges |
34,252 |
38,416 |
2.01.01.02 |
Salaries and social charges |
34,252 |
38,416 |
2.01.01.02.01 |
Salaries and social charges |
34,252 |
38,416 |
2.01.02 |
Suppliers |
45,452 |
59,335 |
2.01.02.01 |
Suppliers |
45,452 |
59,335 |
2.01.03 |
Tax obligations |
81,261 |
85,894 |
2.01.03.01 |
Federal tax obligations |
81,261 |
81,652 |
2.01.03.03 |
Municipal tax obligations |
- |
4,242 |
2.01.04 |
Loans and Financing |
362,556 |
486,006 |
2.01.04.01 |
Loans and Financing |
184,479 |
471,909 |
2.01.04.01.01 |
Loans and Financing |
184,479 |
471,909 |
2.01.04.02 |
Debentures |
178,077 |
14,097 |
2.01.05 |
Others obligations |
526,642 |
330,446 |
2.01.05.02 |
Others |
526,642 |
330,446 |
2.01.05.02.02 |
Minimum mandatory dividends |
98,812 |
98,812 |
2.01.05.02.04 |
Obligations for purchase of real estate and advances from customers |
152,647 |
126,294 |
2.01.05.02.05 |
Other liabilities |
275,183 |
105,340 |
2.01.06 |
Provisions |
27,770 |
14,155 |
2.01.06.01 |
Tax, Labor and Civel lawsuits |
27,770 |
14,155 |
2.01.06.01.01 |
Tax lawsuits |
1,025 |
640 |
2.01.06.01.02 |
Labor lawsuits |
11,325 |
5,168 |
2.01.06.01.04 |
Civel lawsuits |
15,420 |
8,347 |
2.02 |
Non Current Liabilities |
2,585,589 |
2,268,783 |
2.02.01 |
Loans and Financing |
1,770,031 |
1,678,493 |
2.02.01.01 |
Loans and Financing |
629,358 |
425,094 |
2.02.01.01.01 |
Loans and Financing |
629,358 |
425,094 |
2.02.01.02 |
Debentures |
1,140,673 |
1,253,399 |
2.02.02 |
Others obligations |
571,450 |
351,472 |
2.02.02.02 |
Others |
571,450 |
351,472 |
2.02.02.02.03 |
Obligations for purchase of real estate and advances from customers |
61,397 |
42,998 |
2.02.02.02.04 |
Other liabilities |
510,053 |
308,474 |
2.02.03 |
Deferred taxes |
170,352 |
166,012 |
2.02.03.01 |
Deferred income tax and social contribution |
170,352 |
166,012 |
2.02.04 |
Provisions |
73,756 |
72,806 |
2.02.04.01 |
Tax, Labor and Civel lawsuits |
73,756 |
72,806 |
2.03 |
Shareholders' equity |
3,825,831 |
3,722,235 |
2.03.01 |
Capital Stock |
2,734,155 |
2,729,198 |
2.03.02 |
Capital Reserves |
309,482 |
295,879 |
2.03.04 |
Profit Reserves |
697,158 |
697,158 |
2.03.04.01 |
Legal Reserves |
52,561 |
52,561 |
2.03.04.02 |
Statutory Reserves |
607,795 |
607,795 |
2.03.04.05 |
Retained earnings |
38,533 |
38,533 |
2.03.04.09 |
Treasury shares |
(1,731) |
(1,731) |
2.03.05 |
Retained earnings/accumulated losses |
85,036 |
- |
3
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
INDIVIDUAL STATEMENT OF INCOME (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
Current Quarter 7/1/2011 to 9/30/2011 |
Year to date 1/1/2011 to 9/30/2011 |
Same Quarter from previous year 7/1/2010 to 9/30/2010 |
Year to date from previous year 1/1/2010 to 9/30/2010 |
3.01 |
Gross Sales and/or Services |
254,339 |
830,441 |
275,166 |
1,014,563 |
3.01.01 |
Real estate development and sales |
266,285 |
868,238 |
281,610 |
996,538 |
3.01.02 |
Construction services rendered revenue |
8,245 |
30,102 |
11,091 |
29,756 |
3.01.03 |
Barter transactions revenue |
5,072 |
25,467 |
12,983 |
64,125 |
3.01.04 |
Taxes on sales and services |
(22,931) |
(79,048) |
(27,447) |
(67,418) |
3.01.05 |
Brokerage fee on sales |
(2,332) |
(14,318) |
(3,071) |
(8,438) |
3.02 |
Cost of Sales and/or Services |
(177,442) |
(681,186) |
(202,998) |
(763,765) |
3.02.01 |
Cost of Real estate development |
(172,370) |
(655,719) |
(190,015) |
(699,640) |
3.02.02 |
Barter transactions cost |
(5,072) |
(25,467) |
(12,983) |
(64,125) |
3.03 |
Gross Profit |
76,897 |
149,255 |
72,168 |
250,798 |
3.04 |
Operating Expenses/Income |
(3,235) |
(692) |
47,042 |
78,438 |
3.04.01 |
Selling Expenses |
(31,074) |
(72,655) |
(16,680) |
(48,502) |
3.04.02 |
General and Administrative |
(23,212) |
(68,443) |
(26,202) |
(72,170) |
3.04.02.01 |
Profit sharing |
(36) |
(36) |
(2,093) |
(8,893) |
3.04.02.02 |
Stock option plan expenses |
(3,636) |
(9,946) |
(1,705) |
(5,424) |
3.04.02.03 |
Other Administrative Expenses |
(19,540) |
(58,461) |
(22,404) |
(57,853) |
3.04.04 |
Other operating income |
- |
- |
- |
- |
3.04.05 |
Other operating expenses |
(15,441) |
(69,173) |
(4,516) |
(10,480) |
3.04.05.01 |
Depreciation |
(12,600) |
(34,985) |
(3,347) |
(9,052) |
3.04.05.02 |
Other operating expenses |
(2,841) |
(34,188) |
(1,169) |
(1,428) |
3.04.06 |
Equity in results of investees |
66,492 |
209,579 |
94,440 |
209,590 |
3.05 |
Net income before financial results and taxes |
73,662 |
148,563 |
119,210 |
329,236 |
3.06 |
Financial |
(33,502) |
(75,006) |
(6,156) |
(33,629) |
3.06.01 |
Financial income |
13,085 |
33,914 |
25,980 |
71,309 |
3.06.02 |
Financial expenses |
(46,587) |
(108,920) |
(32,046) |
(104,938) |
3.07 |
Net income before taxes |
40,160 |
73,557 |
113,054 |
295,607 |
3.08 |
Provision for income tax and social contribution |
6,057 |
11,478 |
3,546 |
(16,920) |
3.08.02 |
Deferred Income Tax |
6,057 |
11,478 |
3,546 |
(16,920) |
3.09 |
Net income from continuing operation |
46,217 |
85,035 |
116,600 |
278,687 |
|
|
|
|
|
|
|
|
|
|
|
|
4
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
INDIVIDUAL STATEMENT OF INCOME (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
Current Quarter 7/1/2011 to 9/30/2011 |
Year to date 1/1/2011 to 9/30/2011 |
Same Quarter from previous year 7/1/2010 to 9/30/2010 |
Year to date from previous year 1/1/2010 to 9/30/2010 |
3.11 |
Net income for the Period |
46,217 |
85,035 |
116,600 |
278,687 |
3.99 |
EARNINGS PER SHARE (Reais) |
|
|
|
|
3.99.01 |
EARNINGS BASIC PER SHARE |
|
|
|
|
3.99.01.01 |
ON |
0.16163 |
0.29740 |
0.28700 |
0.68600 |
3.99.02 |
EARNINGS DILUTED PER SHARE |
|
|
|
|
3.99.02.01 |
ON |
0.15967 |
0.29380 |
0.28522 |
0.68170 |
|
|
|
|
|
|
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
INDIVIDUAL COMPREHENSIVE INCOME (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
Current Quarter 7/1/2011 to 9/30/2011 |
Year to date 1/1/2011 to 9/30/2011 |
Same Quarter from previous year 7/1/2010 to 9/30/2010 |
Year to date from previous year 1/1/2010 to 9/30/2010 |
4.01 |
Net income for the period |
46,217 |
85,035 |
116,600 |
278,687 |
4.03 |
Comprehensive net income for the period |
46,217 |
85,035 |
116,600 |
278,687 |
|
|
|
|
|
|
6
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
INDIVIDUAL STATEMENT OF CASH FLOW – INDIRECT METHOD (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
Year to date from current period 9/30/2011 |
Year to date from previous period 9/30/2010 |
6.01 |
Net cash from operating activities |
135,631 |
(769,913) |
6.01.01 |
Cash generated in the operations |
26,416 |
244,437 |
6.01.01.01 |
Net Income before taxes |
73,559 |
295,607 |
6.01.01.02 |
Stock options expenses |
9,946 |
5,423 |
6.01.01.03 |
Unrealized interest and finance charges, net |
91,482 |
119,688 |
6.01.01.04 |
Depreciation and amortization |
34,985 |
9,052 |
6.01.01.05 |
Fixed assets disposal |
- |
(331) |
6.01.01.06 |
Provision for contingencies |
27,951 |
9,651 |
6.01.01.07 |
Warranty provision |
1,594 |
6,044 |
6.01.01.08 |
Profit sharing |
36 |
8,893 |
6.01.01.09 |
Equity in the results of investees |
(209,579) |
(209,590) |
6.01.01.10 |
Loss on financial instrument |
(3,558) |
- |
6.01.02 |
Variation in Assets and Liabilities |
109,215 |
(1,014,350) |
6.01.02.01 |
Trade accounts receivable |
(9,383) |
(299,976) |
6.01.02.02 |
Properties for sale |
(46,185) |
(97,770) |
6.01.02.03 |
Other Receivables |
82,749 |
(593,864) |
6.01.02.04 |
Prepaid expenses and others |
1,955 |
3,847 |
6.01.02.05 |
Suppliers |
(13,883) |
54,988 |
6.01.02.06 |
Obligations for purchase of real estate and adv. from customers |
42,006 |
(22,442) |
6.01.02.07 |
Taxes, charges and contributions |
(12,983) |
10,102 |
6.01.02.08 |
Obligation to venture partners and others |
64,939 |
(69,235) |
6.02 |
Net cash from investments activities |
(202,618) |
64,089 |
6.02.01 |
Purchase of property and equipment and deferred charges |
(36,755) |
(19,003) |
6.02.02 |
Restricted cash in guarantee to loans |
344,139 |
116,953 |
6.02.05 |
Capital contribution in subsidiary companies |
(510,002) |
(33,861) |
6.03 |
Net cash from financing activities |
102,983 |
757,179 |
6.03.01 |
Capital increase |
4,957 |
1,101,912 |
6.03.02 |
Loans and financing obtained |
465,241 |
391,982 |
6.03.03 |
Repayment of loans and financing |
(665,122) |
(745,787) |
6.03.04 |
Assignment of credits receivable, net |
252,907 |
- |
6.03.06 |
Public offering expenses |
- |
(50,410) |
6.03.07 |
Obligation to investors |
45,000 |
- |
6.03.08 |
Assignment of Real Estate Receivables Agreement - CCI |
- |
59,482 |
6.05 |
Net increase (decrease) of Cash and Cash Equivalents |
35,996 |
51,355 |
6.05.01 |
Cash at the beginning of the period |
66,092 |
44,445 |
6.05.02 |
Cash at the end of the period |
102,088 |
95,800 |
7
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
INDIVIDUAL STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM 01/01/2011 TO 09/30/2011 (in thousands of Brazilian reais)
CODE |
DESCRIPTION |
Capital Stock |
Capital reserves, stock options and treasury shares |
Profit reserves |
Retained earnings/ accumulated deficit |
Others comprehensive income |
Total shareholders’ equity |
5.01 |
Opening balance |
2,729,198 |
294,148 |
698,889 |
0 |
0 |
3,722,235 |
5.03 |
Opening Adjusted balance |
2,729,198 |
294,148 |
698,889 |
0 |
0 |
3,722,235 |
5.04 |
Increase/decrease in capital stock |
4,957 |
23,305 |
(9,701) |
0 |
0 |
18,561 |
5.04.01 |
Stock options program |
4,957 |
13,604 |
0 |
0 |
0 |
18,561 |
5.04.08 |
Realization of stock options program |
0 |
9,701 |
(9,701) |
0 |
0 |
0 |
5.05 |
Comprehensive Income |
0 |
0 |
0 |
85,035 |
0 |
85,035 |
5.05.01 |
Net Income/Loss for the period |
0 |
0 |
0 |
85,035 |
0 |
85,035 |
5.07 |
Closing balance |
2,734,155 |
317,453 |
689,188 |
85,035 |
0 |
3,825,831 |
8
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
INDIVIDUAL STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM 01/01/2010 TO 09/30/2010 (in thousands of Brazilian reais)
CODE |
DESCRIPTION |
Capital Stock |
Capital reserves, stock options and treasury shares |
Profit reserves |
Retained earnings/ accumulated deficit |
Others comprehensive income |
Total shareholders’ equity |
5.01 |
Opening balance |
1,627,275 |
316,708 |
381,651 |
0 |
0 |
2,325,634 |
5.03 |
Opening Adjusted balance |
1,627,275 |
316,708 |
381,651 |
0 |
0 |
2,325,634 |
5.04 |
Increase/decrease in capital stock |
1,101,912 |
1,620 |
0 |
0 |
0 |
1,075,685 |
5.04.01 |
Capital increase |
1,084,033 |
0 |
0 |
0 |
0 |
1,085,653 |
5.04.02 |
Public offering expenses |
0 |
(33,271) |
0 |
0 |
0 |
(33,271) |
5.04.03 |
Stock options program |
17,879 |
16,459 |
(11,035) |
0 |
0 |
23,303 |
5.04.08 |
Realization of stock options program |
|
(51,758) |
51,758 |
0 |
0 |
0 |
5.05 |
Comprehensive Income |
0 |
0 |
0 |
278,687 |
0 |
278,687 |
5.05.01 |
Net Income/Loss for the period |
0 |
0 |
0 |
278,687 |
0 |
278,687 |
5.07 |
Closing balance |
2,729,187 |
249,758 |
422,374 |
278,687 |
0 |
3,680,006 |
9
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
INDIVIDUAL STATEMENT OF VALUE ADDED (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
Year to date from current period 9/30/2011 |
Year to date from previous period 9/30/2010 |
7.01 |
Revenues |
923,807 |
1,090,419 |
7.01.01 |
Real estate development, sale and services |
923,807 |
1,090,419 |
7.02 |
Inputs acquired from third parties |
(632,541) |
(664,202) |
7.02.01 |
Cost of Sales and/or Services |
(589,232) |
(712,505) |
7.02.02 |
Materials, energy, outsourced labor and other |
(43,309) |
48,303 |
7.03 |
Gross added value |
291,266 |
426,217 |
7.04 |
Retentions |
(34,985) |
(9,052) |
7.04.01 |
Depreciation, amortization and depletion |
(34,985) |
(9,052) |
7.05 |
Net added value produced by the Company |
256,281 |
417,165 |
7.06 |
Added value received on transfer |
240,120 |
280,899 |
7.06.01 |
Equity accounts |
209,579 |
209,590 |
7.06.02 |
Financial income |
30,541 |
71,309 |
7.07 |
Total added value to be distributed |
496,401 |
698,064 |
7.08 |
Added value distribution |
496,401 |
698,064 |
7.08.01 |
Personnel and payroll charges |
120,680 |
150,952 |
7.08.02 |
Taxes and contributions |
93,185 |
112,227 |
7.08.03 |
Compensation – Interest |
197,501 |
156,198 |
7.08.03.01 |
Interest |
197,501 |
156,198 |
7.08.04 |
Compensation – Company capital |
85,035 |
278,687 |
7.08.04.03 |
Retained earnings |
85,035 |
278,687 |
10
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
CONSOLIDATED BALANCE SHEET - ASSETS (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
CURRENT QUARTER 9/30/2011 |
PREVIOUS YEAR 12/31/2010 |
1 |
Total Assets |
10,383,808 |
9,549,554 |
1.01 |
Current Assets |
7,235,786 |
6,127,729 |
1.01.01 |
Cash and cash equivalents |
384,407 |
256,382 |
1.01.01.01 |
Cash and banks |
278,735 |
172,336 |
1.01.01.02 |
Financial Investments |
105,672 |
84,046 |
1.01.02 |
Fair value of marketable securities |
527,952 |
944,766 |
1.01.02.01 |
Fair value of marketable securities |
527,952 |
944,766 |
1.01.02.01.02 |
Marketable securities – held for sale |
527,952 |
944,766 |
1.01.03 |
Trade accounts receivable |
4,002,213 |
3,158,074 |
1.01.03.01 |
Trade accounts receivable |
4,002,213 |
3,158,074 |
1.01.03.01.01 |
Receivables from clients of developments |
3,941,242 |
3,091,684 |
1.01.03.01.02 |
Receivables from clients of construction and services rendered |
37,090 |
59,737 |
1.01.03.01.03 |
Other Receivables |
23,881 |
6,653 |
1.01.04 |
Inventory |
2,130,661 |
1,568,986 |
1.01.07 |
Prepaid expenses expenses |
44,092 |
21,216 |
1.01.07.01 |
Prepaid expenses and others |
44,092 |
21,216 |
1.01.08 |
Other current assets |
146,461 |
178,305 |
1.01.08.03 |
Others |
146,461 |
178,305 |
1.02 |
Non Current Assets |
3,148,022 |
3,421,825 |
1.02.01 |
Long Term Receivables |
2,853,593 |
3,131,019 |
1.02.01.03 |
Trade accounts receivable |
1,867,969 |
2,113,314 |
1.02.01.03.01 |
Receivables from clients of developments |
1,867,969 |
2,113,314 |
1.02.01.04 |
Properties for sale |
416,717 |
498,180 |
1.02.01.06 |
Deferred taxes |
353,212 |
337,804 |
1.02.01.06.01 |
Deferred income tax and social contribution |
353,212 |
337,804 |
1.02.01.09 |
Others non current assets |
215,695 |
181,721 |
1.02.01.09.03 |
Others trade accounts receivable and others |
215,695 |
181,721 |
1.02.03 |
Property and equipment |
74,939 |
80,852 |
1.02.03.01 |
Operation property and equipment |
74,939 |
80,852 |
1.02.04 |
Intangible assets |
219,490 |
209,954 |
1.02.04.01 |
Intangible assets |
25,947 |
16,411 |
1.02.04.02 |
Goodwill |
193,543 |
193,543 |
11
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
CONSOLIDATED BALANCE SHEET - LIABILITIES AND SHAREHOLDERS' EQUITY (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
CURRENT QUARTER 9/30/2011 |
PREVIOUS YEAR 12/31/2010 |
2 |
Total Liabilities and Shareholders’ Equity |
10,383,808 |
9,549,554 |
2.01 |
Current Liabilities |
2,162,513 |
2,017,172 |
2.01.01 |
Salaries and social charges |
75,140 |
72,153 |
2.01.01.02 |
Salaries and social charges |
75,140 |
72,153 |
2.01.01.02.01 |
Salaries and social charges |
75,140 |
72,153 |
2.01.02 |
Suppliers |
185,185 |
190,461 |
2.01.02.01 |
Suppliers |
185,185 |
190,461 |
2.01.03 |
Tax obligations |
291,649 |
243,050 |
2.01.03.01 |
Federal tax obligations |
291,649 |
243,050 |
2.01.04 |
Loans and Financing |
682,305 |
824,435 |
2.01.04.01 |
Loans and Financing |
475,969 |
797,903 |
2.01.04.01.01 |
Loans and Financing |
475,969 |
797,903 |
2.01.04.02 |
Debentures |
206,336 |
26,532 |
2.01.05 |
Others obligations |
900,464 |
672,918 |
2.01.05.02 |
Others |
900,464 |
672,918 |
2.01.05.02.02 |
Minimum mandatory dividends |
102,767 |
102,767 |
2.01.05.02.04 |
Obligations for purchase of real estate and advances from customers |
469,642 |
420,199 |
2.01.05.02.05 |
Obligation to venture partners and others |
328,055 |
149,952 |
2.01.06 |
Provisions |
27,770 |
14,155 |
2.01.06.01 |
Tax, Labor and Civel lawsuits |
27,770 |
14,155 |
2.01.06.01.01 |
Tax lawsuits |
1,025 |
640 |
2.01.06.01.02 |
Labor lawsuits |
11,325 |
5,168 |
2.01.06.01.04 |
Civel lawsuits |
15,420 |
8,347 |
2.02 |
Non Current Liabilities |
4,308,708 |
3,748,713 |
2.02.01 |
Loans and Financing |
2,716,424 |
2,465,674 |
2.02.01.01 |
Loans and Financing |
975,751 |
612,275 |
2.02.01.01.01 |
Loans and Financing |
975,751 |
612,275 |
2.02.01.02 |
Debentures |
1,740,673 |
1,853,399 |
2.02.02 |
Others obligations |
1,067,263 |
734,093 |
2.02.02.02 |
Others |
1,067,263 |
734,093 |
2.02.02.02.03 |
Obligations for purchase of real estate and advances from customers |
194,654 |
177,860 |
2.02.02.02.04 |
Other liabilities |
872,609 |
556,233 |
2.02.03 |
Deferred taxes |
401,071 |
424,409 |
2.02.03.01 |
Deferred income tax and social contribution |
401,071 |
424,409 |
2.02.04 |
Provisions |
123,950 |
124,537 |
2.02.04.01 |
Tax, Labor and Civel lawsuits |
123,950 |
124,537 |
2.02.04.01.01 |
Tax lawsuits |
12,163 |
11,468 |
2.02.04.01.02 |
Labor lawsuits |
20,848 |
18,588 |
2.02.04.01.04 |
Civel lawsuits |
90,939 |
94,481 |
2.03 |
Shareholders' equity |
3,912,587 |
3,783,669 |
2.03.01 |
Capital Stock |
2,734,155 |
2,729,198 |
2.03.02 |
Capital Reserves |
309,482 |
295,879 |
2.03.04 |
Profit Reserves |
697,158 |
697,158 |
2.03.04.01 |
Legal Reserves |
52,561 |
52,561 |
2.03.04.02 |
Statutory Reserves |
607,795 |
607,795 |
2.03.04.05 |
Retained earnings |
38,533 |
38,533 |
2.03.04.09 |
Treasury shares |
(1,731) |
(1,731) |
2.03.05 |
Retained earnings/accumulated losses |
85,036 |
- |
2.03.09 |
Non-controlling interest |
86,756 |
61,434 |
12
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
CONSOLIDATED STATEMENT OF INCOME (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
Current Quarter 7/1/2011 to 9/30/2011 |
Year to date 1/1/2011 to 9/30/2011 |
Same Quarter from previous year 7/1/2010 to 9/30/2010 |
Year to date from previous year 1/1/2010 to 9/30/2010 |
3.01 |
Gross Sales and/or Services |
1,005,490 |
2,847,190 |
957,196 |
2,792,223 |
3.01.01 |
Real estate development and sales |
1,062,579 |
3,003,044 |
1,006,102 |
2,863,544 |
3.01.02 |
Construction services rendered revenue |
8,250 |
35,653 |
6,435 |
27,904 |
3.01.03 |
Barter transactions revenue |
10,712 |
43,015 |
15,993 |
79,819 |
3.01.04 |
Taxes on sales and services |
(66,866) |
(201,102) |
(64,725) |
(161,272) |
3.01.05 |
Brokerage fee on sales |
(9,185) |
(33,420) |
(6,609) |
(17,772) |
3.02 |
Cost of Sales and/or Services |
(708,614) |
(2,146,626) |
(681,275) |
(1,984,154) |
3.02.01 |
Cost of Real estate development |
(697,902) |
(2,103,611) |
(665,282) |
(1,904,335) |
3.02.02 |
Barter transactions cost |
(10,712) |
(43,015) |
(15,993) |
(79,819) |
3.03 |
Gross Profit |
296,876 |
700,564 |
275,921 |
808,069 |
3.04 |
Operating Expenses/Income |
(160,259) |
(445,179) |
(123,714) |
(376,897) |
3.04.01 |
Selling Expenses |
(68,298) |
(181,773) |
(53,887) |
(166,321) |
3.04.02 |
General and Administrative |
(59,711) |
(176,407) |
(59,317) |
(171,860) |
3.04.02.01 |
Profit sharing |
(1,942) |
(6,425) |
(6,539) |
(19,118) |
3.04.02.02 |
Stock option plan expenses |
(4,645) |
(12,789) |
(3,075) |
(8,842) |
3.04.02.03 |
Other Administrative Expenses |
(53,124) |
(157,193) |
(49,703) |
(143,900) |
3.04.05 |
Other operating expenses |
(32,250) |
(86,999) |
(10,510) |
(38,716) |
3.04.05.01 |
Depreciation |
(21,855) |
(56,974) |
(8,305) |
(27,324) |
3.04.05.02 |
Other operating expenses |
(10,395) |
(30,025) |
(2,205) |
(11,392) |
3.05 |
Net income before financial results and taxes |
136,617 |
255,385 |
152,207 |
431,172 |
3.06 |
Financial |
(58,121) |
(117,985) |
(20,015) |
(80,541) |
3.06.01 |
Financial income |
31,619 |
77,980 |
36,417 |
101.275 |
3.06.02 |
Financial expenses |
(89,740) |
(195,965) |
(56,432) |
(181,816) |
3.07 |
Net income before taxes |
78,496 |
137,400 |
132,192 |
350,631 |
3.08 |
Provision for income tax and social contribution |
(23,816) |
(27,106) |
(10,484) |
(55,033) |
3.08.01 |
Current Income Tax |
(17,958) |
(37,698) |
(9,661) |
(27,384) |
3.08.02 |
Deferred Income Tax |
(5,858) |
10,592 |
(823) |
(27,649) |
3.09 |
Net income from continuing operation |
54,680 |
110,294 |
121,708 |
295,598 |
|
|
|
|
|
|
13
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
INDIVIDUAL STATEMENT OF INCOME (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
Current Quarter 7/1/2011 to 9/30/2011 |
Year to date 1/1/2011 to 9/30/2011 |
Same Quarter from previous year 7/1/2010 to 9/30/2010 |
Year to date from previous year 1/1/2010 to 9/30/2010 |
3.11 |
Net income for the period |
54,680 |
110,294 |
121,708 |
295,598 |
3.11.01 |
Net income (loss) attributable to Gafisa |
46,217 |
85,035 |
116,600 |
278,687 |
3.11.02 |
Net income (loss) attributable to the noncontrolling interests |
8,463 |
25,259 |
5,108 |
16,911 |
3.99 |
EARNINGS PER SHARE (Reais) |
|
|
|
|
3.99.01 |
EARNINGS BASIC PER SHARE |
|
|
|
|
3.99.01.01 |
ON |
0.16163 |
0.29740 |
0.28700 |
0.68600 |
3.99.02 |
EARNINGS DILUTED PER SHARE |
|
|
|
|
3.99.02.01 |
ON |
0.15967 |
0.29380 |
0.28522 |
0.68170 |
|
|
|
|
|
|
14
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
CONSOLIDATED COMPREHENSIVE INCOME (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
Current Quarter 7/1/2011 to 9/30/2011 |
Year to date 1/1/2011 to 9/30/2011 |
Same Quarter from previous year 7/1/2010 to 9/30/2010 |
Year to date from previous year 1/1/2010 to 9/30/2010 |
4.01 |
Net income for the period |
54,680 |
110,294 |
121,708 |
295,598 |
4.03 |
Consolidated comprehensive income for the period |
54,680 |
110,294 |
121,708 |
295,598 |
4.03.01 |
Net income (loss) attributable to Gafisa |
46,217 |
85,035 |
116,600 |
278,687 |
4.03.02 |
Net income (loss) attributable to the noncontrolling interests |
8,463 |
25,259 |
5,108 |
16,911 |
|
|
|
|
|
|
15
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
CONSOLIDATED STATEMENT OF CASH FLOW – INDIRECT METHOD (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
Year to date from current period 9/30/2011 |
Year to date from previous period 9/30/2010 |
6.01 |
Net cash from operating activities |
(470,774) |
(940,694) |
6.01.01 |
Cash generated in the operations |
372,946 |
593,561 |
6.01.01.01 |
Net Income |
137,401 |
350,631 |
6.01.01.02 |
Stock options expenses |
12,789 |
8,842 |
6.01.01.03 |
Unrealized interest and finance charges, net |
117,130 |
154,835 |
6.01.01.04 |
Depreciation and amortization |
56,974 |
27,324 |
6.01.01.05 |
Fixed assets disposal |
0 |
(331) |
6.01.01.06 |
Provision for contingencies |
34,672 |
21,438 |
6.01.01.07 |
Warranty provision |
7,160 |
11,590 |
6.01.01.08 |
Profit sharing provision |
6.425 |
19,118 |
6.01.01.09 |
Allowance for doubtful accounts |
6,385 |
114 |
6.01.01.10 |
Loss on financial instruments |
(5,990) |
0 |
6.01.02 |
Variation in Assets and Liabilities |
(843,720) |
(1,534,255) |
6.01.02.01 |
Trade accounts receivable |
(605,178) |
(1,362,674) |
6.01.02.02 |
Properties for sale |
(314,861) |
(87,459) |
6.01.02.03 |
Other Receivables |
(33,718) |
(159,317) |
6.01.02.04 |
Prepaid expenses and others |
5,133 |
(31,395) |
6.01.02.05 |
Suppliers |
(5,276) |
98,113 |
6.01.02.06 |
Obligations for purchase of real estate and adv. from customers |
121,485 |
16,072 |
6.01.02.07 |
Taxes, charges and contributions |
45,160 |
85,377 |
6.01.02.09 |
Obligation to venture partners and others |
(56,465) |
(92,972) |
6.02 |
Net cash from investments activities |
356,217 |
86,700 |
6.02.01 |
Restricted cash in guarantee to loans |
416,814 |
126,043 |
6.02.03 |
Purchase of property and equipment and deferred charges |
(60,597) |
(39,343) |
6.03 |
Net cash from financing activities |
242,582 |
787,126 |
6.03.01 |
Capital increase |
4,957 |
1,101,912 |
6.03.02 |
Loans and financing obtained |
708,729 |
512,508 |
6.03.03 |
Repayment of loans and financing |
(876,601) |
(862,334) |
6.03.04 |
Assignment of credits receivable, net |
373,600 |
39,772 |
6.03.05 |
Capital reserve |
0 |
63,660 |
6.03.06 |
Public offering expenses |
0 |
(50,410) |
6.03.08 |
Proceeds from subscription of redeemable equity interest in securitization fund |
(10,405) |
(17,982) |
6.03.09 |
Taxes paid |
(37,698) |
0 |
6.03.10 |
Obligation to investors |
80,000 |
0 |
6.05 |
Net increase (decrease) of Cash and Cash Equivalents |
128,025 |
(66,868) |
6.05.01 |
Cash at the beginning of the period |
256,382 |
292,940 |
6.05.02 |
Cash at the end of the period |
384,407 |
226,072 |
16
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM 01/01/2011 TO 09/30/2011 (in thousands of Brazilian reais)
CODE |
DESCRIPTION |
Capital Stock |
Capital reserves, stock options and treasury shares |
Profit reserves |
Retained earnings/ accumulated deficit |
Others comprehensive income |
Total shareholders’ equity |
Non controlling interest |
Total shareholders’ equity consolidated |
5.01 |
Opening balance |
2,729,198 |
294,148 |
698,889 |
0 |
0 |
3,722,235 |
61,434 |
3,783,669 |
5.03 |
Opening Adjusted balance |
2,729,198 |
294,148 |
698,889 |
0 |
0 |
3,722,235 |
61,434 |
3,783,669 |
5.04 |
Increase/decrease in capital stock |
4,957 |
23,305 |
(9,701) |
0 |
0 |
18,561 |
64 |
18,625 |
5.04.01 |
Capital increase - Stock options program |
4,957 |
13,604 |
0 |
0 |
0 |
18,561 |
64 |
18,625 |
5.04.08 |
Realization of stock options program |
0 |
9,701 |
(9,701) |
0 |
0 |
0 |
0 |
0 |
5.05 |
Comprehensive Income |
0 |
0 |
0 |
85,035 |
0 |
85,035 |
25,259 |
110,294 |
5.05.01 |
Net Income/Loss for the period |
0 |
0 |
0 |
85,035 |
0 |
85,035 |
25,259 |
110,294 |
5.07 |
Closing balance |
2,734,155 |
317,453 |
689,188 |
85,035 |
0 |
3,825,831 |
86,757 |
3,912,588 |
17
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM 01/01/2010 TO 09/30/2010 (in thousands of Brazilian reais)
CODE |
DESCRIPTION |
Capital Stock |
Capital reserves, stock options and treasury shares |
Profit reserves |
Retained earnings/ accumulated deficit |
Others comprehensive income |
Total shareholders’ equity |
Non controlling interest |
Total shareholders’ equity consolidated |
5.01 |
Opening balance |
1,627,275 |
316,708 |
381,651 |
0 |
0 |
2,325,634 |
58,547 |
2,384,181 |
5.03 |
Opening Adjusted balance |
1,627,275 |
316,708 |
381,651 |
0 |
0 |
2,325,634 |
58,547 |
2,384,181 |
5.04 |
Increase/decrease in capital stock |
1,101,912 |
(66,950) |
40,723 |
0 |
0 |
1,075,685 |
(23,893) |
1,051,792 |
5.04.01 |
Capital increase |
1,084,033 |
1,620 |
0 |
0 |
0 |
1,085,653 |
(24,080) |
1,061,573 |
5.04.02 |
Public offering expenses |
0 |
(33,271) |
0 |
0 |
0 |
(33,271) |
0 |
(33,271) |
5.04.03 |
Stock options program |
17,879 |
16,459 |
(11,035) |
0 |
0 |
23,303 |
187 |
23,490 |
5.4.08 |
Incorporation of Shertis shares |
0 |
(51,758) |
51,758 |
|
0 |
0 |
0 |
0 |
5.05 |
Comprehensive Income |
0 |
0 |
0 |
278,687 |
0 |
278,687 |
16,911 |
295,598 |
5.05.01 |
Net Income/Loss for the period |
0 |
0 |
0 |
278,687 |
0 |
278,687 |
16,911 |
295,598 |
5.07 |
Closing balance |
2,792,187 |
249,758 |
422,374 |
278,687 |
0 |
3,680,006 |
51,565 |
3,731,571 |
18
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
CONSOLIDATED STATEMENT OF VALUE ADDED (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
Year to date from current period 9/30/2011 |
Year to date from previous period 9/30/2010 |
7.01 |
Revenues |
3,081,712 |
2,970,400 |
7.01.01 |
Real estate development, sale and services |
3,081,712 |
2,971,267 |
7.01.04 |
Allowance for doubtful accounts |
0 |
(867) |
7.02 |
Inputs acquired from third parties |
(2,303,888) |
(1,985,699) |
7.02.01 |
Cost of Sales and/or Services |
(2,012,224) |
(1,902,529) |
7.02.02 |
Materials, energy, outsourced labor and other |
(291,664) |
(83,170) |
7.03 |
Gross added value |
777,824 |
984,701 |
7.04 |
Retentions |
(56,974) |
(27,324) |
7.04.01 |
Depreciation, amortization and depletion |
(56,974) |
(27,324) |
7.05 |
Net added value produced by the Company |
720,850 |
957,377 |
7.06 |
Added value received on transfer |
72,189 |
101,275 |
7.06.02 |
Financial income |
72,189 |
101,275 |
7.07 |
Total added value to be distributed |
793,039 |
1,058,652 |
7.08 |
Added value distribution |
793,039 |
1,058,652 |
7.08.01 |
Personnel and payroll charges |
129,215 |
281,721 |
7.08.02 |
Taxes and contributions |
254,214 |
256,236 |
7.08.03 |
Compensation – Interest |
324,575 |
242,008 |
7.08.03.01 |
Interest |
324,575 |
242,008 |
7.08.04 |
Compensation – Company capital |
85,035 |
278,687 |
7.08.04.03 |
Retained earnings |
85,035 |
278,687 |
19
21
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Index
CEO Comments and Corporate Highlights for 3Q11 Overview of Strategyc Plan Main Numbers Launches Pre-Sales Sales Velocity Operations Delivered Projects Land Bank Revenues Gross Profit Selling, General and Administrative Expenses EBITDA Net Income Backlog of Revenues and Results Inventory Liquidity Outlook Detailed Information to Support Gafisa Expected Improvement Covenant Ratios
04
06
08
09
10
11
11
12
14
15
15
16
16
17
17
19
20
21
22
24
22
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
CEO Comments and Corporate Highlights for 3Q11
While the long term prospects for the Brazilian housing market has not changed, it has become clear over the last year that we will need to reexamine how we have approached the demand for high growth and diversification in the market in order to achieve sustainable, profitable returns for our shareholders going forward. Demand has outstripped supply on all fronts, from units and availability of skilled labor, to reliable and experienced suppliers and building partners, to financing, and to the ability to rapidly issue permits and execute the requisite chain of approvals to deliver units under the Minha Casa Minha Vida program. Over the last four months the entire management team of Gafisa together with a professional team of consultants from Bain & Co. , have dedicated countless hours to analyzing our profitability by project, region and brand. While we still have much to do, we are encouraged by the opportunities that lay in front of us and the clear progress identified in righting the “wrongs” from previous periods. We are entering the last quarter of the year with a clear vision of our short- and mid-term priorities.
In the near term, we will simplify our overall business and reinforce the fundamentals of each of our segments. Initially, we will prioritize the geographic markets with the strongest prospects by brand and where we have the best supply chain, and focus our efforts there. Over the last few years, we have made strong progress in consolidating our back office and establishing shared operations between the three businesses, Gafisa, AlphaVille and Tenda. With the implementation of the SAP platform across all divisions, we have the right tools in place guiding us in making better decisions across the company. That said, we now know that critical to our future success is the implementation of a new management structure that gives the brand manager P&L responsibility. This along with several other immediate changes including focusing the Tenda team on the transfer of receivables (“repasse”), and an incentive structure that aligns the entire organization, down to individual engineers on a project, with the objective of delivering high quality projects on time and within budget, should reduce Gafisa’s cash burn and accelerate its return to sustainable growth. We will expand on this new strategic plan in the following pages and on our conference call.
Our plan for operating profitability improvement is advancing, launches have been slowed to reduce cash burn particularly at Tenda and a sharper focus is in place on the business segments that provide the greatest return. The sequential gross margin improvement of 850 basis points to 29.5% reflects a higher concentration of AlphaVille developments in our product mix, a segment that we intend to continue to expand in the future. The same level of launches, R$1 billion, from the prior year period reflect our decision to slow the expansion of Tenda and focus on those developments that could immediately generate cash flow for the Company. In the third quarter, we delivered an adjusted EBITDA margin of 20.1% including expected provisions related to potential Tenda cancellations and Gafisa related project delays from outsourced construction projects. The changes we believe need to take place, particularly at Tenda, may require us to include additional provisions in the fourth quarter results, as we expect the number of cancellations to increase, given the higher volume of delivered units. Our contracted sales of launches, which are at higher margins, are continuing to track at an appropriate level to achieve the expected margin improvement. However, it is worth mentioning that we continue to focus on finished inventory reduction, which may impact our margins.
We transferred 2,997 Tenda units to Caixa during the quarter and we are focused on the Tenda turn-around and monetization high quality receivables at Gafisa in the amount of R$ 221 million. Across the Company, we delivered slightly more than 8,700 units and our cash burn is down to R$56 million in the quarter as compared to R$ 148 million in 2Q11.
While the Brazilian economy has moved into a more rational growth phase, overall the fundamentals remain sound to support long term growth for the homebuilding industry. We are confident that our strategic plan will allow us to focus on the strong pockets of opportunity for our brands and set the stage for continued market leadership in the future.
23
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
The key elements of our plan are to drive cash generation, improve margins and deleverage to facilitate rational, profitable growth going forward. In order to achieve these goals, through 2012 we will need to slow the pace of growth and expect that launches for this year will be in the range of R$ 3.5 - $4.0 billion. We will continue to launch Gafisa products as long as the sales environment is strong for each product. Tenda launches will be based on our ability to immediately transfer the units to CEF. Additionally, our focus at Tenda will be to deliver units in progress. We have some R$ 400 million yet to transfer to CEF from finished units around 5,000. We also intend to expand AlphaVille in our product mix and allocate the capital necessary to leverage the tremendous competitive advantages we have with this brand segment. We fully understand that this strategy may impact the size of our firm for some years to come. However, these are necessary actions and we believe will prove a highly successful trade-off in the longer term.
The identification of what must be changed and enhanced is a fundamental step in improving shareholder return. We have now done this and are committed to putting in place the measures that need to be taken to continue to improve margins, generate cash flow and reduce our leverage in the near and medium term.
Duilio Calciolari, CEO -- Gafisa S.A.
24
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Overview of Strategic Plan
Since July 2011, the Company management has focused on a deep evaluation of each of the Gafisa, AlphaVille and Tenda businesses from a strategic and capital allocation perspective. The result is a modified strategy and a new plan of action moving forward. Following is an overview of key elements of this strategy focusing on the current period through 2014 including a new organizational structure, targeted geographic regions for expansion, a turn-around strategy for tenda, and an expansion of AlphaVille in the product mix.
New Organizational Structure
Establish P&L owners by brand to guarantee a focus on each line of business and deliver on the unique qualities of each of the brand segments. The new business heads will be:
Gafisa: Sandro Gamba has been at Gafisa for over 15 years. He is currently the Real Estate Development Officer. He has served Gafisa in a number of senior roles in the São Paulo region, including head of business development for Gafisa and director and manager of prospecting land.
Tenda*: Rodrigo Osmo. Rodrigo has successfully managed the P&L of AlphaVille since 2009 and has been with Gafisa for over five years. He has spent the last months focused on the turn-around strategy for Tenda and will lead a highly experienced team in the development and sales of lower income housing.
AlphaVille: Marcelo Willer has been Alphaville’s Real Estate Development Officer since 2006 and served as Project Officer from 2000 to 2006.
*Currently, we are in the process of identifying a new Chief Financial Officer. During this transition period, Rodrigo Osmo will remain as CFO and Duilio Calciolari as IRO.
25
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Near Term Growth in High Priority Regions
Through 2014, Gafisa will focus its expansion on highly targeted regions of the country with proven potential for profitable development for each of the brand segments. We have identified the key geographic regions of focus for each of the brands based on market potential, existing competitiveness (local expertise and network, brand perception, etc) as well as reliable supplier relationships.
Gafisa – The medium to high income market in Brazil is concentrated in approximately 10% of the municipalities and accounts for approximately R$100 billion/year of potential sales value. Thus, Gafisa will focus its near term growth on several key markets including strengthening its leadership position in Sao Paulo, where launches have proven to be most profitable, and shoring up management and operational capacity in Rio de Janeiro, where long term prospects are strong. Thus, the main focus should be Sao Paulo and Rio de Janeiro. We will deliver projects in progress in other regions of the country and continue to monitor markets in which we have a presence to opportunistically develop units with high potential. The current land bank will be realigned in accordance with this strategy. Since approximately 41% of the land bank outside of SP & Rio was acquired through swaps, minimal capital was deployed in these regions.
AlphaVille – AlphaVille has increasingly become an important part of our overall product mix. With high gross margins of approximately 50%, significant barriers to entry and our competitive advantages, we intend to fully develop the potential of this business opportunity. We have already identified some 60 cities throughout the country where we can launch AlphaVille developments over the next 3-5 years.
Tenda Turn-Around Strategy
The plan for Tenda is based on two fundamental elements - conserving capital by only launching units that can immediately be transferred to CEF and developing a scale advantage to optimize the use of the innovative aluminum mold technology which facilitates a lower cost structure for building these types of units. Our initial focus will be on four regions: Sao Paulo, Rio de Janeiro, Minas Gerais and Salvador, where we have already established a strong base to relaunch operations and CEF is well established. We are currently evaluating all developments in progress and launched but not yet in progress to determine which of these will not be brought to conclusion. We are also focused on complete the delivery of the higher cost legacy Tenda projects.
AlphaVille - Status of the Acquisition of the Remaning Shares
In October, we began the acquisition process of the remaining 20% stake from its controlling shareholders. The valuation will be based on independent experts’ analysis and is expected to be concluded by the end of the year. However, we do not expect a disbursement to take place until the beginning of 2012.
26
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Main Numbers
Table 1 - Operating and Financial Highlights - (R$000, unless otherwise specified) | ||||||||
|
3Q11 |
2Q11 |
QoQ(%) |
3Q10 |
YoY(%) |
9M11 |
9M10 |
YoY(%) |
Launches (%Gafisa) |
1,051,713 |
1,380,270 |
-24% |
1,236,947 |
-15% |
2,944,588 |
2,948,685 |
0% |
Launches (100%) |
1,318,304 |
1,482,487 |
-11% |
1,450,961 |
-9% |
3,395,005 |
3,762,345 |
-10% |
Launches, units (%Gafisa) |
2,334 |
6,083 |
-62% |
6,210 |
-62% |
10,671 |
14,491 |
-26% |
Launches, units (100%) |
2,813 |
6,909 |
-59% |
6,710 |
-58% |
12,458 |
17,064 |
-27% |
Contracted sales (%Gafisa) |
1,044,728 |
1,147,002 |
-9% |
1,018,480 |
3% |
3,013,950 |
2,765,562 |
9% |
Contracted sales (100%) |
1,256,078 |
1,274,977 |
-1% |
1,373,620 |
-9% |
3,466,777 |
3,550,258 |
-2% |
Contracted sales, units (% Gafisa) |
2,866 |
4,219 |
-32% |
5,082 |
-44% |
10,449 |
14,811 |
-29% |
Contracted sales, units (100%) |
3,770 |
4,907 |
-23% |
6,618 |
-43% |
12,622 |
18,109 |
-30% |
Contracted sales from Launches (%Gafisa) |
652,062 |
731,543 |
-11% |
705,060 |
-8% |
1,825,645 |
1,680,750 |
9% |
Sales Velocity over launches (VSO) % |
62% |
53% |
900bps |
57% |
500bps |
62% |
57% |
500bps |
Completed Projects (%Gafisa) |
1,221,417 |
681,957 |
79% |
299,557 |
308% |
2,428,316 |
1,256,675 |
93% |
Completed Projects, units (%Gafisa) |
8,700 |
4,467 |
95% |
2,498 |
248% |
16,227 |
9,995 |
62% |
|
||||||||
Net revenues |
1,005,490 |
1,041,344 |
-3% |
957,196 |
5% |
2,847,190 |
2,792,223 |
2% |
Gross profit |
296,876 |
218,920 |
36% |
275,921 |
8% |
700,564 |
808,069 |
-13% |
Gross margin |
29.5% |
21.0% |
850bps |
28.8% |
70bps |
24,6% |
28.9% |
-433bps |
Adjusted Gross Margin ¹ |
33.4% |
26.6% |
681bps |
32.3% |
107bps |
29,3% |
32,2% |
-290bps |
Adjusted EBITDA ² |
202,221 |
150,809 |
34% |
197,285 |
3% |
459,550 |
549,714 |
-16% |
Adjusted EBITDA margin ² |
20,1% |
14,5% |
563bps |
20,6% |
-50bps |
16,1% |
19.7% |
-355bps |
Adjusted Net profit ² |
59,325 |
39,630 |
50% |
132,889 |
-55% |
123,082 |
319,684 |
-61% |
Adjusted Net margin ² |
5.9% |
3.8% |
209bps |
13.9% |
-798bps |
4.3% |
11.4% |
-713bps |
Net profit |
46.217 |
25.112 |
84% |
116.600 |
-60% |
85.035 |
259.356 |
-67% |
EPS (R$) |
0.1071 |
0.0582 |
84% |
0.2706 |
-60% |
0.1971 |
0.6030 |
-67% |
Number of shares ('000 final) |
431,538 |
431,538 |
0% |
430,910 |
0% |
431,538 |
430,129 |
0% |
|
||||||||
Revenues to be recognized |
4,526,000 |
4,277,000 |
5.82% |
3,429,000 |
31.99% |
4,526,000 |
3,429,000 |
31.99% |
Results to be recognized ³ |
1,740,000 |
1,561,000 |
11.47% |
1,309,000 |
32.93% |
1,740,000 |
1,309,000 |
32.93% |
REF margin ³ |
38.4% |
36.5% |
195 bps |
38,2% |
27 bps |
38,4% |
38,2% |
27 bps |
|
||||||||
Net debt and Investor obligations |
2,946,370 |
2,890,108 |
2% |
2,076,000 |
42% |
2,946,370 |
2,076,000 |
42% |
Cash and cash equivalent |
912,359 |
1,163,080 |
-22% |
1,231,143 |
-26% |
912,359 |
1,231,143 |
-26% |
Equity |
3,825,831 |
3,772,058 |
1% |
3,680,005 |
4% |
3,912,586 |
3,680,005 |
6% |
Equity + Minority shareholders |
3,912,587 |
3,850,342 |
2% |
3,731,570 |
5% |
3,912,586 |
3,731,570 |
5% |
Total assets |
10,383,808 |
10,392,194 |
-0.1% |
9,310,133 |
11% |
10,383,808 |
9,310,133 |
11% |
(Net debt + Obligations) / (Equity + Minorities) |
75.3% |
75.1% |
24 bps |
55.6% |
1967 bps |
75.3% |
55.6% |
1967 bps |
|
|
|
|
|
|
|
|
|
1) Adjusted for capitalized interest | ||||||||
2) Adjusted for expenses on stock option plans (non-cash), minority shareholders and non-recurring expenses | ||||||||
3) Results to be recognized net of PIS/Cofins - 3.65%; excludes the AVP method introduced by Law nº 11,638 |
27
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Launches | |||||||
| |||||||
In 3Q11, launches totaled R$ 1.05 billion, a decrease of 15% compared to 3Q10, represented by 7 projects/phases, located in 3 states. In 9M11, 51% of Gafisa launches had a price per unit below R$ 500 thousand, while nearly 100% of Tenda’s launches had prices per unit under the MCMV program. This quarter Tenda launched two projects under MCMV program, with an average price per unit of R$ 150 thousand. These projects represented a PSV of R$ 49 million. For the quarter, the Gafisa segment was responsible for 62% of total launches with 38% of them coming from the state of Sao Paulo, reflecting favorable projects approval performance, Tenda and AlphaVille accounted for 5% and 33% of launches, respectively. The tables below detail new projects launched during 3Q11 and 9M11: | |||||||
| |||||||
Table 2 - Launches per brand by market region | |||||||
%Gafisa - R$000 |
3Q11 |
3Q10 |
YoY (%) |
9M11 |
9M10 |
YoY (%) | |
Gafisa |
São Paulo |
247,777 |
388,045 |
-36% |
1,270,865 |
955,335 |
33% |
Rio de Janeiro |
431,796 |
91,289 |
373% |
557,562 |
140,853 |
296% | |
|
Other |
(27,062) |
52,635 |
-151% |
(12,354) |
235,713 |
-105% |
Total |
652,512 |
531,969 |
23% |
1,816,074 |
1,331,901 |
36% | |
|
Units |
1,124 |
1,130 |
-1% |
4,468 |
3,016 |
48% |
Alphaville |
São Paulo |
271,180 |
- |
0% |
271,180 |
155,534 |
74% |
Rio de Janeiro |
37,437 |
- |
0% |
133,004 |
- |
0% | |
|
Other |
41,499 |
223,824 |
-81% |
223,413 |
393,042 |
-43% |
Total |
350,117 |
223,824 |
56% |
627,599 |
548,576 |
14% | |
|
Units |
887 |
1,215 |
-27% |
2,357 |
2,248 |
5% |
Tenda |
São Paulo |
20,069 |
130,366 |
-85% |
40,489 |
200,764 |
-80% |
Rio de Janeiro |
- |
88,179 |
100% |
64,743 |
194,544 |
-67% | |
|
Other |
29,016 |
262,609 |
-89% |
395,685 |
672,900 |
-41% |
Total |
49,085 |
481,154 |
-90% |
500,917 |
1,068,208 |
-53% | |
|
Units |
324 |
3,865 |
-92% |
3,847 |
9,227 |
-58% |
Overall |
Total - R$000 |
1,051,713 |
1,236,947 |
-15% |
2,944,589 |
2,948,685 |
0% |
|
Total - Units |
2,334 |
6,210 |
-62% |
10,671 |
14,491 |
-26% |
|
|
| |||||
Table 3 - Launches per brand by unit price | |||||||
%Gafisa - R$000 |
3Q11 |
3Q10 |
YoY (%) |
9M11 |
9M10 |
YoY (%) | |
Gafisa |
≤ R$500K |
83,536 |
215,971 |
-61% |
928,732 |
581,059 |
60% |
> R$500K |
568,976 |
315,999 |
80% |
887,341 |
750,842 |
18% | |
|
Total |
652,512 |
531,969 |
23% |
1,816,074 |
1,331,900 |
36% |
Alphaville |
≤ R$100K; |
- |
- |
0% |
277,482 |
324,752 |
-15% |
> R$100K; ≤ R$500K |
312,679 |
223,824 |
40% |
312,679 |
223,824 |
40% | |
|
> R$500K |
37,437 |
- |
0% |
37,437 |
- |
0% |
Total |
350,117 |
223,824 |
56% |
627,599 |
548,576 |
14% | |
|
|
||||||
Tenda |
≤ MCMV |
49,085 |
237,746 |
-79% |
381,852 |
674,261 |
-43% |
|
> MCMV |
- |
243,408 |
-100% |
119,065 |
393,947 |
-70% |
Total |
49,085 |
481,154 |
-90% |
500,917 |
1,068,208 |
-53% | |
|
|
||||||
Overall |
|
1,051,713 |
1,236,947 |
-15% |
2,944,589 |
2,948,684 |
0% |
28
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Pre-Sales | |||||||
Pre-sales for the quarter reached R$ 1.04 billion, an increase of 3%, compared to 3Q10. In the case of Tenda, the 71% decrease is a consequence of a 90% decrease in launches during 9M11, when compared to 9M10; as well as the concentration of products launched in the last month of the quarter, reducing the availability of products under the Tenda brand during this period. In 3Q11, the Gafisa segment was responsible for 64% of total pre-sales, while Tenda and AlphaVille accounted for approximately 9% and 27%, respectively. Among Gafisa’s pre-sales, 75% corresponded to units priced below R$ 500 thousand, while 100% of Tenda’s pre-sales came from units priced under the MCMV program. The tables below illustrate a detailed breakdown of our pre-sales for 3Q11 and 9M11: | |||||||
| |||||||
Table 4 - Sales per brand by market region | |||||||
%Gafisa - R$000 |
3Q11 |
3Q10 |
YoY (%) |
9M11 |
9M10 |
YoY (%) | |
Gafisa |
São Paulo |
423,696 |
389,687 |
9% |
1,355,208 |
910,906 |
49% |
Rio de Janeiro |
219,305 |
70,311 |
212% |
381,997 |
158,745 |
141% | |
|
Other |
22,408 |
60,150 |
-63% |
130,017 |
282,634 |
-54% |
Total |
665,408 |
520,147 |
28% |
1,867,221 |
1,352,284 |
38% | |
|
Units |
1,540 |
1,308 |
18% |
4,396 |
3,346 |
31% |
Alphaville |
São Paulo |
226,325 |
8,133 |
2683% |
236,290 |
114,114 |
107% |
Rio de Janeiro |
31,720 |
10,819 |
193% |
109,145 |
28,589 |
282% | |
|
Other |
23,707 |
141,580 |
-83% |
252,249 |
263,265 |
-4% |
Total |
281,752 |
160,532 |
76% |
597,684 |
405,968 |
47% | |
|
Units |
798 |
735 |
8% |
2,446 |
1,732 |
41% |
Tenda |
São Paulo |
33,238 |
87,437 |
-62% |
99,057 |
236,920 |
-58% |
Rio de Janeiro |
213 |
23,475 |
-99% |
23,096 |
174,463 |
-87% | |
|
Other |
64,040 |
226,888 |
-72% |
426,816 |
595,927 |
-28% |
Total |
97,490 |
337,800 |
-71% |
548,968 |
1,007,310 |
-46% | |
|
Units |
528 |
3,039 |
-83% |
3,604 |
9,733 |
-63% |
|
|||||||
Overall |
Total - R$000 |
1,044,651 |
1,018,480 |
3% |
3,013,874 |
2,765,563 |
9% |
|
Total - Units |
2,866 |
5,082 |
-44% |
10,446 |
12,662 |
-18% |
|
|
|
|
|
|
| |
Table 5 - Sales per brand by unit price - PSV | |||||||
%Gafisa - R$000 |
3Q11 |
3Q10 |
YoY (%) |
9M11 |
9M10 |
YoY (%) | |
Gafisa |
≤ R$500K |
499,231 |
307,710 |
62% |
1,247,831 |
827,202 |
51% |
> R$500K |
166,178 |
212,437 |
-22% |
619,390 |
525,082 |
18% | |
|
Total |
665,408 |
520,147 |
28% |
1,867,220 |
1,352,284 |
38% |
Alphaville |
≤ R$100K; |
- |
- |
0% |
- |
- |
0% |
> R$100K; ≤ R$500K |
267,016 |
160,532 |
66% |
534,233 |
405,967 |
-22% | |
|
> R$500K |
14,735 |
- |
0% |
14,735 |
- |
0% |
Total |
281,752 |
160,532 |
76% |
548,968 |
405,967 |
-22% | |
|
|
||||||
Tenda |
MCMV |
46,919 |
218,934 |
-79% |
300,723 |
707,253 |
-57% |
|
Fora MCMV |
50,571 |
118,866 |
-57% |
248,245 |
300,057 |
-17% |
Total |
97,490 |
337,800 |
-71% |
548,968 |
1,007,310 |
-46% | |
|
|
||||||
Overall |
|
1,044,651 |
1,018,480 |
3% |
3,013,874 |
2,765,562 |
9% |
| |||||||
|
29
Quarterly information - 09/30/2011 – Gafisa S.A.
| |||||||
Table 6 - Sales per brand by unit price - Units | |||||||
(%Gafisa) - R$ 000 |
3Q11 |
3Q10 |
YoY (%) |
9M11 |
9M10 |
YoY (%) | |
Gafisa |
= R$500 k |
1,345 |
1,041 |
29% |
3,653 |
2,546 |
43% |
> R$500 k |
195 |
267 |
-27% |
743 |
800 |
-7% | |
|
Total |
1,540 |
1,308 |
18% |
4,396 |
3,346 |
31% |
Alphaville |
= R$100K; |
- |
- |
0% |
- |
- |
0% |
> R$100K; = R$500K |
787 |
735 |
7% |
2,435 |
1,732 |
41% | |
|
> R$500K |
10 |
- |
0% |
10 |
- |
0% |
Total |
798 |
735 |
8% |
2,435 |
1,732 |
41% | |
|
|
||||||
Tenda |
MCMV |
248 |
2,536 |
-90% |
2,177 |
8,128 |
-73% |
|
Fora MCMV |
280 |
503 |
-44% |
1,427 |
1,605 |
-11% |
Total |
528 |
3,039 |
-83% |
3,604 |
9,733 |
-63% | |
|
|
||||||
Overall |
Total |
2,866 |
5,082 |
-44% |
10,436 |
14,811 |
-30% |
Sales Velocity | |||||||||
On a consolidated basis, the Company attained a sales velocity of 23.1% in 3Q11, compared to 25.7% in 3Q10. Sales velocity decreased over the previous period mainly due to a lower volume of launches at Tenda. Sales velocity of launches reached 50%, compared to 42% in 2Q11, reflecting our strategy of selecting the appropriate tract of land, add the right product at the appropriate time/price to announce the launches. | |||||||||
Table 7 - Sales velocity by brand | |||||||||
R$ Million |
Inventories beginning of period |
Launches |
Sales |
Price Increase + Other |
Inventories end of period |
Sales velocity | |||
Gafisa |
1,940,855 |
652,512 |
665,408 |
90,413 |
2,018,371 |
24.8% | |||
AlphaVille |
413,974 |
350,117 |
281,752 |
9,583 |
491,922 |
36.4% | |||
Tenda |
1,043,765 |
49,085 |
97,490 |
(22,922) |
972,436 |
9.1% | |||
Total |
3,398,593 |
1,051,713 |
1,044,651 |
77,074 |
3,482,730 |
23.1% | |||
Table 8 - Sales velocity by brand based on launch date | |||||||||
|
End of period Inventories |
Sales |
Sales velocity | ||||||
2011 launches |
1,123,866 |
852,763 |
43% | ||||||
2010 launches |
1,089,745 |
93,448 |
8% | ||||||
2009 launches |
269,991 |
33,958 |
11% | ||||||
= 2008 launches |
999,127 |
64,481 |
6% | ||||||
Total |
3,482,730 |
1,044,651 |
23% | ||||||
| |||||||||
Operations | |||||||||
By the end of 3Q11, the Company was present in 22 different states plus the Federal District, and had 197 projects under development. Around 437 engineers and architects were in the field, in addition to 587 intern engineers in training.
Since June we saw an acceleration of the number of units contracted by the CEF likely due to the internal improvements resulting from the start-up of a new area dedicated to working with the major homebuilders. In 3Q11 Tenda contracted 5,305 units with CEF, with 56% of them contracted in September alone. This improvement resulted in 13,998 units in 9M11.
Transferred units totaled 2,997 units in 3Q11 (7,955 in 9M11). In 4Q11, we expect to transfer more units than in 3Q11, allowing us to maintain the target of close to 12,000 units to be transferred for the full year. |
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Delivered Projects
During the third quarter, consolidated Gafisa delivered 44 projects with 8,700 units and an approximate PSV of R$ 1.1 billion. The Gafisa segment delivered 12 projects, while Tenda and AlphaVille delivered the remaining 30 and 2 projects/phases, respectively. The delivery date is based on the “delivery meeting” that takes place with customers, and not upon the physical completion which is prior to the delivery meeting.
For 4Q11 we expect to deliver an additional 9,000 units for a total of 25,000, almost double the amount delivered during the full year of 2010, mainly due to the delivery of older Tenda units along with some of Gafisa’s leveraged 2007/2008 launches. The tables below list the products delivered in 3Q11 and first nine months of 2011:
Table 9 - Delivered projects (9M11) |
|||||||
Company |
Project |
Delivery |
Launch |
Local |
% co |
Units |
PSV |
R$000 | |||||||
Gafisa |
Altavistta |
Jan-11 |
Nov-06 |
Maceio-AL |
50% |
87 |
9,907 |
Gafisa |
Evidence |
Jan-11 |
Apr-07 |
SãoPaulo-SP |
50% |
72 |
32,425 |
Gafisa |
Icaraí Corporate |
Feb-11 |
Dec-06 |
Niterói-RJ |
100% |
137 |
34,940 |
Gafisa |
London Green |
Feb-11 |
Jun-07 |
RiodeJaneiro-RJ |
100% |
440 |
156,856 |
Gafisa |
Vision-Campo Belo |
Feb-11 |
Dec-07 |
SãoPaulo-SP |
100% |
284 |
87,336 |
Gafisa |
Grand Park-Águas FaseI |
Mar-11 |
Dec-07 |
SãoLuis-MA |
50% |
120 |
21,851 |
Gafisa |
Grand Valley (Jacarepaguá) |
Mar-11 |
Mar-07 |
RiodeJaneiro-RJ |
100% |
240 |
44,014 |
Gafisa |
Grand Park-Árvores Fase I |
Apr-11 |
Dec-07 |
SãoLuis-MA |
50% |
200 |
29,978 |
Gafisa |
Privilege Residencial |
Apr-11 |
Sep-07 |
Niterói-RJ |
100% |
194 |
44,469 |
Gafisa |
Horizonte |
May-11 |
May-07 |
Belem-PA |
100% |
29 |
21,173 |
Gafisa |
Terraças Tatuapé |
May-11 |
Jun-08 |
SãoPaulo-SP |
100% |
108 |
48,660 |
Gafisa |
Costa Maggiore Resdidencial Resort |
May-11 |
Jan-08 |
CaboFrio-RJ |
50% |
30 |
24,052 |
Gafisa |
Magnific |
May-11 |
Mar-08 |
Goiânia-GO |
100% |
31 |
30,458 |
Gafisa |
Bella Vista |
May-11 |
Dec-07 |
Resende-RJ |
100% |
116 |
46,046 |
Gafisa |
Supremo |
Jun-11 |
Aug-07 |
SãoPaulo-SP |
100% |
192 |
143,634 |
Gafisa |
Nova Petropolis Fase1 |
July-11 |
Mar-08 |
SãoBernardo-SP |
100% |
268 |
108,479 |
Gafisa |
Brink-Campo Limpo F1 |
Aug-11 |
Nov-08 |
SãoPaulo-SP |
100% |
191 |
46,404 |
Gafisa |
Brink-Campo Limpo F2 |
Aug-11 |
Nov-08 |
SãoPaulo-SP |
100% |
95 |
23,019 |
Gafisa |
Grand Park-Águas FaseII |
Aug-11 |
May-08 |
SãoLuis-MA |
50% |
75 |
15,051 |
Gafisa |
Grand Park-Árvores FaseII |
Aug-11 |
Jun-08 |
SãoLuis-MA |
50% |
75 |
12,083 |
Gafisa |
Centro Empresarial Madureira |
Aug-11 |
Mar-09 |
RiodeJaneiro-RJ |
100% |
195 |
24,208 |
Gafisa |
VillagioPanamby-Horto F1 |
Sep-11 |
Oct-07 |
Salvador-BA |
50% |
90 |
84,521 |
Gafisa |
Villagio Panamby-Horto F2 |
Sep-11 |
Jan-08 |
Salvador-BA |
50% |
92 |
87,807 |
Gafisa |
Carpe Diem Residencial |
Sep-11 |
Mar-08 |
Niterói-RJ |
80% |
91 |
29,461 |
Gafisa |
Acqua Residencial |
Sep-11 |
Mar-07 |
NovaIguaçu-RJ |
100% |
452 |
90,161 |
Gafisa |
Details |
Sep-11 |
Oct-08 |
SãoPaulo-SP |
100% |
38 |
53,458 |
Gafisa |
Jatiuca Trade Residence |
Sep-11 |
Jun-07 |
Maceió-AL |
50% |
250 |
39,546 |
Gafisa |
TOTAL GAFISA |
|
|
|
|
4,191 |
1,389,996 |
31
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Tenda |
Residencial Monet |
jan/11 |
Oct-06 |
SãoPaulo-SP |
100% |
60 |
5,403 |
Tenda |
Arsenal Life ii |
jan/11 |
jun/07 |
SãoGonçalo-RJ |
100% |
108 |
7,649 |
Tenda |
Residencial Santa Julia |
Feb-11 |
Sep-07 |
SãoJosé-SP |
100% |
260 |
17,680 |
Tenda |
Residencial Bahamas Life |
Feb-11 |
Apr-08 |
BeloHorizonte-MG |
100% |
40 |
3,576 |
Tenda |
Residencial Salvador Dali |
Feb-11 |
Sep-07 |
Osasco-SP |
100% |
100 |
8,071 |
Tenda |
Residencial Itaquera Life |
Feb-11 |
jun/07 |
SãoPaulo-SP |
100% |
110 |
10,538 |
Tenda |
Residencial Hildete Teixeira Life f3/f4 |
mar/11 |
Dec-07 |
Salvador-BA |
100% |
220 |
14,740 |
Tenda |
Residencial Horto do Ipe Life |
mar/11 |
Oct-06 |
SãoPaulo-SP |
100% |
180 |
18,703 |
Tenda |
Residencial São Miguel Life |
mar/11 |
jul/07 |
SãoPaulo-SP |
100% |
60 |
4,838 |
Tenda |
Residencial San Pietro Life |
Apr-11 |
Sep-09 |
Barbacena-MG |
100% |
172 |
15,188 |
Tenda |
Residencial Vivendas do Sol iif2 |
Apr-11 |
May-08 |
PortoAlegre-RS |
100% |
200 |
11,608 |
Tenda |
Resbologna Lifef1 |
May-11 |
May-08 |
BeloHorizonte-MG |
100% |
306 |
23,256 |
Tenda |
Condominio Residencial Clube Garden |
May-11 |
Oct-09 |
SãoPaulo-SP |
100% |
192 |
16,800 |
Tenda |
Res Nicolau Kuhn |
May-11 |
Dec-07 |
SapucaiadoSul-RS |
100% |
460 |
36,340 |
Tenda |
Fit Mariaines |
jun/11 |
May-09 |
Goiânia-GO |
60% |
270 |
25,330 |
Tenda |
Residencial Aricanduva Life |
jun/11 |
jun/07 |
SãoPaulo-SP |
100% |
180 |
18,380 |
Tenda |
Fit Taboao |
jun/11 |
Dec-07 |
TaboãodaSerra-SP |
100% |
374 |
22,115 |
Tenda |
Bairro Novo Cotia iv |
jun/11 |
Dec-07 |
Cotia-SP |
100% |
368 |
32,156 |
Tenda |
Residencial Terra Nova i Garden |
jun/11 |
mar/08 |
Goiânia-GO |
100% |
240 |
16,320 |
Tenda |
Residencial Sao Francisco Life |
jun/11 |
jul/08 |
BeloHorizonte-MG |
100% |
80 |
6,800 |
Tenda |
Residencial Vale do Sol |
jun/11 |
mar/07 |
Guarulhos-SP |
100% |
69 |
3,726 |
Tenda |
Residencial Vitoria Regia |
jun/11 |
jul/07 |
Guarulhos-SP |
100% |
54 |
2,916 |
Tenda |
Res Camacari Life f1ef2 |
jul/11 |
Dec-07 |
Camaçari-BA |
100% |
575 |
39,675 |
Tenda |
Residencial Itauna Life |
jul/11 |
Feb-07 |
SãoGonçalo-RJ |
100% |
119 |
8,449 |
Tenda |
Res Jd São Luiz Life f1ef2 |
jul/11 |
jun/07 |
SãoPaulo-SP |
100% |
237 |
23,986 |
Tenda |
Fit Palladium |
jul/11 |
jun/08 |
Curitiba-PR |
100% |
228 |
24,132 |
Tenda |
Res Figueiredo iif2 |
jul/11 |
jun/08 |
PortoAlegre-RS |
100% |
220 |
15,180 |
Tenda |
Humaita Garden f1ef2 |
jul/11 |
Oct-07 |
NovaIguaçu-RJ |
100% |
200 |
13,000 |
Tenda |
G. Park Pássaros f1 |
jul/11 |
Dec-07 |
SãoLuiz-MA |
50% |
160 |
20,861 |
Tenda |
Residencial Lis Boa |
Aug-11 |
Dec-07 |
Suzano-SP |
100% |
266 |
24,058 |
Tenda |
Residencial Camaçari Duo |
Aug-11 |
Dec-07 |
Camaçari-BA |
100% |
464 |
32,016 |
Tenda |
Residencial Villa Park |
Aug-11 |
Feb-07 |
SãoPaulo-SP |
100% |
300 |
27,774 |
Tenda |
Residencial Portinari Tower |
Aug-11 |
Apr-07 |
BeloHorizonte-MG |
100% |
136 |
12,772 |
Tenda |
Residencial Villa Rica Life |
Aug-11 |
May-08 |
LaurodeFreitas-BA |
100% |
220 |
16,874 |
Tenda |
Residencial Santana Tower |
Aug-11 |
jan/08 |
FeiradeSantana-BA |
100% |
448 |
36,064 |
Tenda |
Clube Vivaldi |
Aug-11 |
Aug-09 |
SãoPaulo-SP |
100% |
174 |
14,797 |
Tenda |
Residencial Monte Carlo1 |
Aug-11 |
May-07 |
BeloHorizonte-MG |
100% |
112 |
12,788 |
Tenda |
Residencial Betania Park |
Sep-11 |
jan/06 |
BeloHorizonte-MG |
100% |
204 |
8,224 |
Tenda |
Residencial Recanto das Rosas |
Sep-11 |
Sep-09 |
Rib. dasNeves-MG |
100% |
240 |
20,160 |
Tenda |
Grandville das Artes-Residencial Monet |
Sep-11 |
nov/09 |
LaurodeFreitas-BA |
100% |
380 |
18,125 |
Tenda |
Residencial Salvador Life i |
Sep-11 |
Feb-08 |
Salvador-BA |
100% |
280 |
19,880 |
Tenda |
Portal do Sol Life i |
Sep-11 |
Dec-09 |
BelfordRoxo-RJ |
100% |
64 |
5,800 |
Tenda |
Portal do Sol Life ii |
Sep-11 |
Dec-09 |
BelfordRoxo-RJ |
100% |
64 |
5,800 |
Tenda |
Residencial Parque Valença 1b |
Sep-11 |
Dec-07 |
Campinas-SP |
100% |
138 |
8,280 |
Tenda |
Residencial Parque Valença 1c |
Sep-11 |
Dec-07 |
Campinas-SP |
100% |
100 |
6,200 |
Tenda |
Valle Verde Cotia (Bairro Novo Cotia) |
Sep-11 |
mar/10 |
Cotia-SP |
100% |
272 |
29,562 |
Tenda |
Figueiredo if1 |
Sep-11 |
jun/08 |
PortoAlegre-RS |
100% |
220 |
15,645 |
Tenda |
Arsenal Lifeiii |
Sep-11 |
jun/07 |
SãoGonçalo-RJ |
100% |
128 |
8,922 |
Tenda |
Arsenal Lifeiv |
Sep-11 |
jun/07 |
SãoGonçalo-RJ |
100% |
128 |
9,282 |
Tenda |
Pompeia Life |
Sep-11 |
Oct-07 |
DuquedeCaxias-RJ |
100% |
191 |
16,346 |
Tenda |
Fit Nova Vida-Taboao |
Sep-11 |
Oct-08 |
TaboãodaSerra-SP |
100% |
137 |
7,271 |
Tenda |
Residencial Vila Olimpia Life |
Sep-11 |
Dec-07 |
FeiradeSantana-BA |
100% |
160 |
27,821 |
Tenda |
TOTAL TENDA |
|
|
|
|
10,668 |
851,875 |
|
|
|
|
|
|
|
|
Alphaville |
Litoral Norte II |
Jan-11 |
Sep-08 |
Salvador-BA |
64% |
251 |
27,790 |
Alphaville |
Terras Alpha Foz do Iguaçú |
Mar-11 |
Dec-09 |
Fozdoiguaçú-PR |
74% |
292 |
18,624 |
Alphaville |
Nova Esplanada (SP) |
May-11 |
Dec-08 |
Votorantim-SP |
31% |
196 |
39,749 |
Alphaville |
Mossoró (RN) |
Jun-11 |
Dec-08 |
Mossoró-RN |
70% |
405 |
22,804 |
Alphaville |
AlphaVille Manaus II |
Sep-11 |
jun/08 |
Manaus-AM |
63% |
236 |
34,841 |
Alphaville |
Reserva Burle Max |
Sep-11 |
May-10 |
Sant. deParnaíba-SP |
100% |
2 |
4,807 |
Alphaville |
TOTAL ALPHAVILLE |
|
|
|
|
1,382 |
148,616 |
Total |
|
|
|
|
|
16,227 |
2,369,878 |
32
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Land Bank | ||||||
The Company’s land bank of approximately R$ 21.1 billion is composed of 204 different projects in 19 states, equivalent to approximately one hundred thousand units. In line with our strategy, 39.5% of our land bank was acquired through swaps – which require no cash obligations. During 3Q11 we recorded a gross increase of R$ 2.68 billion in land bank, reflecting acquisitions that offset the R$1.00 billion launches in the quarter. Regarding the breakdown of the acquisitions by brand: Gafisa accounted 43% of the new additions, Alphaville 30% and Tenda the remaining 28%. As to cash transactions, which represented 35% of the total, our strategy was focused in areas of high liquidity and profitability, such as the acquisition of the last module of Ceramica, located in Sao Caetano. The table below shows a detailed breakdown of our current land bank: | ||||||
| ||||||
|
|
PSV - R$ million |
%Swap |
%Swap |
%Swap |
Potential units |
Gafisa |
≤ R$500K |
5,389,347 |
36.8% |
33.9% |
2.9% |
16,591 |
> R$500K |
3,845,955 |
47.5% |
43.6% |
3.9% |
4,716 | |
|
Total |
9,235,303 |
42.0% |
38.6% |
3.4% |
21,307 |
Alphaville |
≤ R$100K; |
781,350 |
93.1% |
0.0% |
93.1% |
8,067 |
> R$100K; ≤ R$500K |
5,563,486 |
98% |
0.0% |
97.2% |
23,877 | |
|
> R$500K |
57,057 |
100.0% |
0.0% |
99.8% |
90 |
Total |
6,401,893 |
98.0% |
0.0% |
97.4% |
32,035 | |
|
|
|
|
|
|
|
Tenda |
MCMV |
3,786,586 |
22.9% |
14.9% |
8.1% |
38,015 |
|
N_MCMV |
1,672,260 |
48.0% |
48.0% |
0.0% |
8,668 |
Total |
5,458,846 |
33.1% |
28.4% |
4.8% |
46,683 | |
|
|
|
|
|
|
|
Overall |
|
21,096,042 |
39.5% |
35.4% |
4.0% |
100,025 |
|
| |||||
Table 11 – Number of sites of projects under construction | |||||
Number of Sites | |||||
Gafisa |
59 | ||||
AlphaVille |
56 | ||||
Tenda |
89 | ||||
Total |
204 | ||||
Table 12 - Landbank changes (based on PSV) |
|||||
Landbank (R$ million) |
Gafisa |
Alphaville |
Tenda |
Total | |
Landbank (BoP) |
8.147 |
5.763 |
4.502 |
18.412 | |
Net Acquisitions (3Q11) |
1.329 |
925 |
861 |
3.115 | |
Cancellations |
0 |
0 |
(55) |
(55) | |
Price Adj. |
412 |
64 |
199 |
675 | |
Launches (3Q11) |
(653) |
(350) |
(50) |
(1.052) | |
Landbank - EoP (3Q11) |
9.235 |
6.402 |
5.459 |
21.096 |
33
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
3Q11 - Revenues
On a consolidated basis, revenues for 3Q11 totaled R$ 1.0 billion from R$ 957 million in 3Q10, with Tenda contributing 33% of consolidated revenues.
This quarter, 36% of Tenda revenue came from projects from and prior to 2008, compared to 47% in 2Q11. We should see this consistently decreasing in the coming quarters due to the delivery of Tenda legacy units. The negative sales from 2008 units were due to Tenda’s effort to cancel sales from customers with low credit scores. These negative sales, which occurred at the end of the quarter, should be re-sold in 4Q11.
The table below presents detailed information about pre-sales and recognized revenues by launch year:
Table 13 - Sales vs. Recognized revenues (R$ 000) | |||||||||
|
|
3Q11 |
3Q10 | ||||||
|
Sales |
Stake |
Revenues |
Stake |
Sales |
Stake |
Revenues |
Stake | |
Gafisa |
2011 Launches |
794,701 |
84% |
81,707 |
12% |
- |
0% |
- |
0% |
|
2010 Launches |
55,619 |
6% |
256,264 |
38% |
487,694 |
72% |
65,698 |
11% |
|
2009 Launches |
27,406 |
3% |
124,777 |
19% |
62,334 |
9% |
147,584 |
24% |
|
≤ 2008 Launches |
69,435 |
7% |
210,962 |
31% |
130,652 |
19% |
392,076 |
65% |
|
Total Gafisa |
947,160 |
100% |
673,709 |
100% |
680,680 |
100% |
605,358 |
100% |
|
|
||||||||
Tenda |
2011 Launches |
58,062 |
60% |
14,729 |
4% |
- |
0% |
- |
0% |
|
2010 Launches |
37,829 |
39% |
124,006 |
37% |
258,414 |
76% |
0 |
0% |
|
2009 Launches |
6,553 |
7% |
74,184 |
22% |
25,053 |
7% |
0 |
0% |
|
≤ 2008 Launches |
-4,954 |
-5% |
118,863 |
36% |
54,334 |
16% |
0 |
0% |
Total Tenda |
97,490 |
100% |
331,782 |
100% |
337,800 |
100% |
351,838 |
0% | |
|
|
||||||||
Total |
|
1,044,651 |
1,005,501 |
1,018,480 |
957,197 |
3Q11 - Gross Profits
On a consolidated basis, gross profit for 3Q11 totaled R$ 296.9 million, an increase of 7.6% over 3Q10. The gross margin for the quarter reached 29.5% (33.4% w/o capitalized interest).
Table 14 – Capitalized Interest |
|
|
|
(R$ million) Consolidated |
3Q11 |
2Q11 |
3Q10 |
Opening balance |
154.964 |
150.817 |
101.897 |
Capitalized interest |
61.633 |
62.264 |
47.105 |
Interest capitalized to COGS |
(39.103) |
(58.117) |
(33.680) |
Closing balance |
177.494 |
154.964 |
115.323 |
34
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
3Q11 - Selling, General, and Administrative Expenses (SG&A)
In the third quarter, SG&A expenses totaled R$ 128.0 million. SG&A increased 13%, from R$ 113.2 million in 3Q10 and 5% fromR$122.4 million in 2Q11. When compared to 3Q10, the G&A ratio improved in relation to net revenues. Selling expenses/Net revenue increased primarily due to higher selling expenses with the launch and sales volume in the quarter.
Table 15 - Sales and G&A Expenses |
|
|
|
|
|
(R$'000) Consolidated |
3Q11 |
2Q11 |
QoQ |
3Q10 |
YoY |
Selling expenses |
68,298 |
61,970 |
10% |
53,887 |
27% |
G&A expenses |
59,711 |
60,389 |
-1% |
59,317 |
1% |
SG&A |
128,009 |
122,359 |
5% |
113,204 |
13% |
Selling expenses / Launches |
6.5% |
4.5% |
200bps |
4.4% |
214bps |
G&A expenses / Launches |
5.7% |
4.4% |
130bps |
4.8% |
88bps |
SG&A / Launches |
12.2% |
8.9% |
331bps |
9.2% |
302bps |
Selling expenses / Sales |
6.5% |
5.4% |
113bps |
5.3% |
125bps |
G&A expenses / Sales |
5.7% |
5.3% |
45bps |
5.8% |
-11bps |
SG&A / Sales |
12.3% |
10.7% |
159bps |
11.1% |
114bps |
Selling expenses / Net revenue |
6.8% |
6.0% |
84bps |
5.6% |
116bps |
G&A expenses / Net revenue |
5.9% |
5.8% |
14bps |
6.2% |
-26bps |
SG&A / Net revenue |
12.7% |
11.8% |
98bps |
11.8% |
90bps |
3Q11 - Other Operating Results
In 3Q11, our results reflected a negative impact of R$10.4 million, compared to R$2.2 million in 3Q10, primarily due to a higher level of contingency provisions in the quarter. These included an R$ 20.7 million contingency mainly at Tenda, related to delayed delivery of units from legacy Tenda projects and labor contingency mainly related to outsourced tasks, where we continued taking a conservative stance by making this provision.
3Q11 - Adjusted EBITDA
Adjusted EBITDA for 3Q11 totaled R$ 202.2 million, 2.5% higher than the R$ 197 million for 3Q10, with a consolidated adjusted margin of 20.1%, compared to 20.6% in 3Q10. In 9M11, EBITDA margin reached 16.1%, at the low-end of the previously stated guidance of 16%-20% for the year. For more detailed information about EBITDA margin guidance, please refer to “Outlook” section, on page 21.
We adjusted our EBITDA for expenses associated with stock option plans, as it is a non-cash expense.
Table 16 - Adjusted EBITDA |
|
|
|
|
|
(R$'000) Consolidated |
3Q11 |
2Q11 |
QoQ |
3Q10 |
YoY |
Net Profit |
46,218 |
25,112 |
84% |
116,600 |
-60% |
(+) Financial result |
58.123 |
28.866 |
101% |
20,015 |
190% |
(+) Income taxes |
23,815 |
1,443 |
1,550% |
10,483 |
127% |
(+) Depreciation and Amortization |
21,854 |
22,753 |
-4% |
8,305 |
163% |
(+) Capitalized Interest Expenses |
39,103 |
58,117 |
-33% |
33,680 |
16% |
(+) Minority shareholders and non-recurring expenses |
8,463 |
9,737 |
-13% |
5,126 |
65% |
(+) Stock option plan expenses |
4,645 |
4,781 |
-3% |
3,075 |
51% |
Adjusted EBITDA |
202,221 |
150,809 |
34.1% |
197,285 |
2.5% |
Net Revenue |
1,005,482 |
1,041,344 |
-3% |
957,196 |
5% |
Adjusted EBITDA margin |
20.1% |
14.5% |
563bps |
20.6% |
-50bps |
35
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
3Q11 - Depreciation and Amortization
Depreciation and amortization in 3Q11 was R$ 21.8 million, an increase of R$ 13 million when compared to the R$ 8.3 million recorded in 3Q10, mainly due to higher showroom depreciation.
3Q11 – Financial Results
Net financial expenses totaled R$ 58.1 million in 3Q11, compared to net financial expenses of R$ 20.0 million in 3Q10. Additionally, this quarter we capitalized R$ 61 million, compared to R$ 47 million in 3Q10, mainly due to higher project finance debt, reflecting leveraging activity, and capitalization of some short term land investments. Net financial expenses when compared to the R$ 28.9 million from 2Q11, the difference is mainly due to the expenses related to the securitization.
3Q11 - Taxes
Income taxes, social contribution and deferred taxes for 3Q11 amounted to R$ 23.8 million, compared to R$ 10.5 million in 3Q10. In the future, and assuming normalized margins, we continue to expect income tax to represent approximately 2% of net revenue.
3Q11 - Adjusted Net Income
Net income in 3Q11 was R$ 46.2 million compared to R$ 121.7 million in the 3Q10, representing a decrease of 60.4%. However, net income on an adjusted basis (before deduction of expenses related to minority shareholders and stock options), reached R$ 59.3 million, with an adjusted net margin of 5.9%. When compared to 2Q11 adjusted net income increased 50%, mainly due to better mix and a positive impact from the INCC.
3Q11 - Earnings per Share
Earnings per share was R$ 0.11 in the 3Q11 compared to R$ 0.27 in 3Q10, a 60.4% decrease, and R$0.06 in 2Q11. Shares outstanding at the end of the period were 431.5 million (ex. Treasury shares) compared to 429.3 million in 3Q10.
Backlog of Revenues and Results
The backlog of results to be recognized under the PoC method reached R$ 1.74 billion in 3Q11, 32,9% higher than the R$1.31 billion in the 3Q10. The consolidated margin for the quarter was 38.4%, higher than the 38,2% in 3Q10 and 195 bps higher than 2Q11, mainly reflecting the fact that recent projects are having a greater impact on the company’s results to be recognized while the impact of our older-lower margin projects are beginning to diminish.
Another positive impact came from the National Construction Cost Index (INCC) that increased over 2% in the period, reflecting inflation from May to July, since contracted unit prices are adjusted based on INCC of the second prior month.
The table below shows our revenues, costs and results to be recognized, as well as the expected margin:
36
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Table 17 - Results to be recognized (REF) | |||||
(R$ million) |
3Q11 |
2Q11 |
QoQ |
3Q10 |
YoY |
Revenues to be recognized |
4,526 |
4,277 |
5.8% |
3,429 |
32.0% |
Costs to be recognized |
(2,786) |
(2,716) |
2.6% |
(2,120) |
31.4% |
Results to be recognized (REF) |
1,740 |
1,561 |
11.5% |
1,309 |
32.9% |
REF margin |
38.4% |
36.5% |
195 bps |
38.2% |
27 bps |
Note: Revenues to be recognized are net of PIS/Cofins (3.65%); excludes the AVP method introduced by Law nº 11,638
37
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Balance Sheet
Cash and Cash Equivalents
On September 30, 2011, cash and cash equivalents reached R$ 912.4 million. We see our cash position as sufficient to execute our development plans, and we see no need to increase this current level. Assuming this scenario, the expected positive cash flow generation in the coming quarters should contribute to reduce gross debt.
Accounts Receivable
At the end of 3Q11, total accounts receivable increased by 21% to R$ 10.6 billion, from R$ 8.7 billion in 3Q10. Sequentially, accounts receivable increased 3% from R$ 10.3 billion in 2Q11.
Table 18 - Total receivables |
|
|
|
|
|
(R$ million) Consolidated |
3Q11 |
2Q11 |
QoQ |
3Q10 |
YoY |
Receivables from developments - ST |
3,104,620 |
2,738,354 |
13% |
1,742,124 |
78% |
Receivables from developments - LT |
1,593,136 |
1,700,303 |
-6% |
1,816,753 |
-12% |
Receivables from PoC - ST |
4,002,212 |
3,653,708 |
10% |
2,727,930 |
47% |
Receivables from PoC - LT |
1,867,969 |
2,171,302 |
-14% |
2,411,276 |
-23% |
Total |
10,567,937 |
10,263,667 |
3% |
8,698,083 |
21% |
Notes: ST – Short term | LT- Long term | PoC – Percentage of Completion Method | |||||
Receivables from developments: accounts receivable not yet recognized according to PoC and BRGAAP | |||||
Receivables from PoC: accounts receivable already recognized according do PoC and BRGAAP |
38
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Inventory (Properties for Sale)
Inventory at market value totaled R$ 3.5 billion in 3Q11, an increase of 19% when compared to the R$ 2.9 billion registered in 3Q10. On a consolidated basis, our inventory is at a level of 9.6 months of sales based on LTM sales figures.
Table 19 – Inventories Status | ||||||||
(R$000) Consolidated |
3Q11 |
2Q11 |
QoQ |
3Q10 |
YoY | |||
Land |
1,173,105 |
1,044,269 |
12.3% |
750,771 |
56.3% | |||
Units under construction |
1,035,090 |
997,409 |
3.8% |
873,672 |
18.5% | |||
Completed units |
339,183 |
293,073 |
15.7% |
211,472 |
60.4% | |||
Total |
2,547,378 |
2,334,751 |
9.1% |
1,835,915 |
38.8% | |||
|
|
|
|
|
| |||
Table 20 - Inventories at Market Value by launch year | ||||||||
PSV - (R$000) Consolidated |
3Q11 |
2Q11 |
QoQ |
3Q10 |
YoY | |||
2011 launches |
1,123,866 |
940,204 |
20% |
0 |
0% | |||
2010 launches |
1,089,745 |
1,146,599 |
-5% |
1,207,842 |
-10% | |||
2009 launches |
269,991 |
298,655 |
-10% |
264,603 |
2% | |||
2008 and earlier launches |
999,127 |
1,013,135 |
-1% |
1,464,885 |
-32% | |||
Total (PSV) |
3,482,730 |
3,398,593 |
2% |
2,937,330 |
19% | |||
|
| |||||||
Finished units of inventory at market value represented 12% by the end of the quarter, or stable compared to the 2Q11 figures, mainly due to Gafisa’s finished units sold in the quarter which more than compensated the completion of unsold units. We continue to focus on reducing finished inventory primarily concentrated under Gafisa brand which represents 64% of the total of finished inventory.
At the end of 3Q11, 48.2% of the total inventory reflected units where construction is up to 30% complete.
Table 21 - Inventories per completion status | ||||||
Company |
Not started |
Up to 30% constructed |
30% to 70% constructed |
More than 70% constructed |
Finished units |
Total 3Q11 |
Gafisa¹ |
628,671 |
501,701 |
399,737 |
637,391 |
342,794 |
2,510,293 |
Tenda |
157,456 |
391,803 |
151,895 |
176,512 |
94,771 |
972,436 |
Total |
786,126 |
893,503 |
551,632 |
813,903 |
437,564 |
3,482,730 |
Note: Including Alphaville
|
39
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Liquidity
As of September 30, 2011, Gafisa had a cash position of R$ 912 million. On the same date, Gafisa’s debt and obligations to investors totaled R$ 3.86 billion, resulting in a net debt and obligations of R$ 2.9 billion. The net debt and investor obligations to equity and minorities ratio was 75.3% compared to 75.1% in 2Q11, due to the R$ 56 million cash burn in the second quarter. Excluding Project Finance, this net debt/equity ratio reached 28.6%, a comfortable leverage level with a competitive cost that is equivalent to the Selic rate.
Our 3Q11 cash burn was mainly explained by the R$ 685 million in expenditures in construction and development payments and R$ 120 million in land acquisition payments, partially offset by increasing cash inflow (expected to continue increasing in 4Q11) and also due to the true securitization that we did by the end of the quarter, containing both receivables that are due and receivables that will come due within the next six months (which are considered by the investor to be equivalent to performed receivables, since there is no longer execution risk, resulting in a definitive sale).
During 4Q11 we expect cash burn to continue to diminish, following expected positive cash flow generation. With the expected positive cash flow for 4Q11, we should be able to deleverage the Company, which together with a greater use of the blue print mortgage–which requires almost no working capital – for Tenda’s MCMV units, should contribute to our ability to reduce current leverage and keep it at a comfortable level going forward. On page 24, we also highlighted our current debt covenants ratio, showing a comfortable position by the end of the quarter.
Project finance now represents 47% of total debt. Currently we have access to a total of R$ 4.3 billion in construction finance lines of credit provided by all of the major banks in Brazil. At this time we have R$ 1.6 billion in signed contracts and R$ 1.3 billion of contracts in process, giving us additional availability of R$ 1.4 billion.
We also have additional receivables (from units already delivered) of over R$ 500 million available for securitization. The following tables provide information on our debt position.
Table 22 - Indebtedness and Investor obligations |
|
| ||||||||||
Type of obligation (R$000) |
3Q11 |
2Q11 |
QoQ |
3Q10 |
YoY | |||||||
Debentures - FGTS (project finance) |
1,246,413 |
1,212,557 |
2.79% |
1,238,486 |
0.64% | |||||||
Debentures - Working Capital |
700,596 |
677,257 |
3.45% |
527,482 |
32.82% | |||||||
Project financing (SFH) |
598,712 |
735,358 |
-18.58% |
607,685 |
-1.48% | |||||||
Working capital |
849,406 |
963,956 |
-11.88% |
553,490 |
53.46% | |||||||
Total consolidated debt |
3,398,729 |
3,593,188 |
-5.41% |
2,927,143 |
16.11% | |||||||
Consolidated cash and availabilities |
912,359 |
1,163,080 |
-21.56% |
1,231,143 |
-25.89% | |||||||
Investor Obligations |
460,000 |
460,000 |
0.00% |
380,000 |
21.05% | |||||||
Net debt and investor obligations |
2,946,370 |
2,890,108 |
1.95% |
2,076,000 |
41.93% | |||||||
Equity + Minority Shareholders |
3,912,587 |
3,850,343 |
1.62% |
3,731,570 |
4.85% | |||||||
(Net debt + Obligations) / (Equity + Noncontrolling interests) |
75% |
75% |
24bps |
55% |
1967bps | |||||||
(Net debt + Ob.) / (Eq + Min.) - Exc. Project Finance (SFH + FGTS Deb.) |
28% |
24% |
368bps |
6% |
2199bps | |||||||
Table 23 - Debt maturity |
|
|
|
|
| |||||||
(R$ million) |
Average Cost (p.a.) |
Total |
Until Jun/12 |
Until June/13 |
Until June/14 |
Until June/15 |
After June/15 | |||||
Debentures - FGTS (project finance) |
TR + (8.22% - 10.20%) |
1,246,412 |
49,469 |
448,589 |
598,589 |
149,765 |
- | |||||
Debentures - Working Capital |
CDI + (0.72% - 1.95%) |
700,596 |
156,866 |
123,779 |
120,845 |
143,394 |
155,712 | |||||
Project Financing (SFH) |
TR + (8.30% - 12.68%) |
598,713 |
380,679 |
176,470 |
31,797 |
9,767 |
- | |||||
Working Capital |
CDI + (1.30% - 2.2%) |
849,406 |
93,016 |
183,435 |
303,505 |
140,497 |
128,953 | |||||
Total consolidated debt |
12.51% |
3,398,729 |
682,304 |
933,601 |
1,054,736 |
443,423 |
284,665 | |||||
Investors Obligations |
CDI |
460,000 |
148,000 |
145,000 |
144,000 |
12,000 |
11,000 | |||||
Total consolidated debt |
3,858,729 |
830,304 |
1,078,601 |
1,198,736 |
455,423 |
295,665 | ||||||
% Total |
|
22% |
28% |
31% |
12% |
8% | ||||||
40
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Outlook vs. Actual
In 9M11 Gafisa achieved 56% of the mid-range of launch guidance of between R$ 5.0 billion and R$ 5.6 billion for the full year. Due to this fact, and also the assumption of a more conservative approach (focusing on long term profitability and cash flow generation) we decided to reduce the full year launch guidance range by 30%, to between R$3.5 billion and R$4.0 billion from between R$5.0 billion and R$5.6 billion.
Table 24 – Guidance Launches 2011
|
Previous Guidance 2011 |
YTD |
% |
|
New guidance 2011 |
YTD |
% |
Min |
5,000 |
59% |
Min |
3,500 |
84% | ||
Mid |
5,300 |
2,945 |
56% |
Mid |
3,750 |
2,945 |
79% |
Max |
5,600 |
53% |
Max |
4,000 |
74% |
With regard to profitability, we are currently at a 16.1% EBITDA margin for the first nine months of the year, which is at the lower-end of the range of our expectations for the full year guidance of between 16% and 20%. Since the first half, our EBITDA margin improved primarily due to higher contribution of more profitable projects, compared to the results for 1H11.
Table 25 – Guidance EBITDA Margin (%) | ||||
EBITDA Margin (%) |
|
Guidance 2011 |
YTD (%) |
% |
Gafisa (Consolidated) |
Min |
16% |
|
-10 bps |
|
Mid |
18% |
16.1% |
190 bps |
|
Max |
20% |
|
390 bps |
These changes lead to an expectation for positive operating cash flow for 2012 that should bring the Net Debt/Equity ratio down to below 60% over the next quarters. Table 26 - Net Debt / Equity (%) | ||||
|
Guidance |
YTD (%) |
% | |
Gafisa (Consolidated) |
Max |
< 60,0% |
75.3% |
-1550 bps |
41
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Detailed Information to Support Gafisa’s Expected Improvement
The following information is being provided this quarter to support our expectations for achieving the operational and financial performance guided.
Positive Cash Flow:
Since 3Q10, when the cash burn rate reached its peak of R$ 453 million for the quarter, it has declined sequentially to the R$ 56 million reported in 3Q11. We are considering the securitization in this calculation, as the traded receivables were sold without joint liability for both those that were due and those scheduled to be delivered within 6 months (thus eliminating execution risk).
Additionally, we are seeing healthy, continuous improvement in cash inflow.. In 3Q11 cash inflow reached R$ 946 million, or 74% higher than 3Q10, as a consequence of higher number of units being delivered. Cash inflow is expected to accelerate further in the last quarter.
Based on all the information above, we expect a net debt/equity of 60% by the end of next year, reflecting the positive impact from the upcoming delivery of units expected for the fourth quarter.
42
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Margin Expansion:
In 3Q11, 39.8% of the Net Revenues came from projects from and prior to 2008. Crucial to our expectation of important improvement in terms of margin expansion going forward is the fact that the recognition from projects < 2008 should quickly diminish and be replaced by increasing recognition of projects from 2H10 and 2011, with average gross margin in the range of 35%-41%, compared to 16,9% from 2008.
Table 28 – Margin by launch year (9M11)
Consolidated (R$ Million) |
R$ Net Revenue |
% |
Cogs w/o captalized interest |
Gross Profit |
Gross Margin (%) |
2011 Launches |
206,351 |
7.2% |
(124,166) |
85,957 |
41.7% |
2010 Launches |
910,623 |
32.0% |
(581,090) |
346,091 |
38.0% |
2009 Launches |
595,832 |
20.9% |
(404,083) |
210,858 |
35.4% |
2008 < Launches |
1,134,384 |
39.8% |
(1,037,286) |
192,061 |
16.9% |
Total |
2,847,190 |
100.0% |
(2,146,626) |
834,966 |
29.3% |
43
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Covenants ratios
Table 29 - Debenture covenants - 7th emission / 8th |
|
| ||||
3Q11 |
2Q11 | |||||
(Total receivables + Finished units) / (Total debt - Cash - project debt) >2 or <0 |
17.0x |
21.9x | ||||
(Total debt - SFH debt - Cash) / Equity ≤ 75% |
16.4% |
12.5% | ||||
EBIT / |net financial result| >1,3 |
3.12 |
4.94 | ||||
|
|
| ||||
Maturity (in R$ million) |
7th issuance |
8th issuance |
| |||
2013 |
300 |
- |
| |||
2014 |
300 |
144 |
| |||
After 2015 |
- |
156 |
| |||
600 |
300 |
| ||||
|
|
| ||||
Table 30 - Debenture covenants - 5th emission (R$ 250 million) |
|
| ||||
3Q11 |
2Q11 | |||||
(Total debt - SFH debt - Cash) / Equity ≤ 75% |
49.3% |
44.0% | ||||
(Total receivables + Finished units) / (Total debt - Cash) ≥ 2.2x |
4.4x |
4.3x | ||||
1) Covenant status on December 31, 2009 |
|
| ||||
Table 31 - Selected financials for covenant calculation |
|
| ||||
3Q11 |
2Q11 | |||||
Total debt |
3,398,729 |
3,593,188 | ||||
Project debt |
1,246,413 |
1,212,557 | ||||
SFH debt |
598,712 |
735,358 | ||||
Cash and availabilities |
912,359 |
1,163,080 | ||||
Total receivables |
10,567,937 |
10,263,667 | ||||
Receivables - PoC |
5,870,181 |
5,825,010 | ||||
Receivables - results to be recognized |
4,697,756 |
4,438,657 | ||||
Finished units |
339,183 |
293,000 | ||||
Equity + Minorities, excl. FIDC |
3,912,587 |
3,850,343 | ||||
Equity |
3,825,831 |
3,772,058 | ||||
Minority shareholders (excluding FIDC) |
86,756 |
78,285 | ||||
44
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
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.
45
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
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.
About Gafisa
Gafisa is a leading diversified national homebuilder serving all demographic segments of the Brazilian market. Established over 57 years ago, we have completed and sold more than 1,000 developments and built more than 12 million square meters of housing only under Gafisa’s 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 Luciana Doria Wilson Phone: +55 11 3025-9297 / 9242 / 9305 Email: ri@gafisa.com.br Website: www.gafisa.com.br/ir |
Media Relations (Brazil) Débora Mari Máquina da Notícia Comunicação Integrada Phone: +55 11 3147-7412 Fax: +55 11 3147-7900 E-mail: debora.mari@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 Company’s 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.
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.
|
46
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
The following table displays projects launched during 9M11:
Table 32 - Projects launched |
|||||||
Project |
Launch Date |
Local |
% co |
Units |
PSV |
% sales |
Sales |
Gafisa |
YTD |
|
4,467 |
1,816,073 |
61% |
1,116,614 | |
Avant Garde |
Mar |
Santos - SP |
100% |
168 |
112,943 |
95% |
107,263 |
Comercial ICON |
Mar |
São Gonçalo - RJ |
100% |
448 |
70,523 |
30% |
21,240 |
Alegria - Fase 4 |
Mar |
Guarulhos - SP |
100% |
139 |
44,836 |
87% |
39,115 |
Smart Vila Mascote – Lacedemonia |
May |
São Paulo - SP |
100% |
156 |
66,596 |
74% |
49,134 |
Alegria - Fase 5 |
May |
Guarulhos - SP |
100% |
139 |
47,674 |
63% |
30,041 |
Prime F2 |
May |
São Luis - MA |
50% |
74 |
14,708 |
31% |
4,603 |
IGLOO |
Jun |
São Paulo - SP |
30% |
27 |
10,382 |
90% |
9,392 |
Smart Maracá |
Jun |
São Paulo - SP |
100% |
156 |
60,919 |
99% |
60,133 |
Royal - Vila Nova São José QC1 |
Jun |
SJ dos Campos - SP |
100% |
68 |
41,789 |
17% |
7,133 |
Vision Anália Franco |
Jun |
São Paulo - SP |
100% |
200 |
84,904 |
55% |
46,474 |
Station Parada Inglesa |
Jun |
São Paulo - SP |
100% |
173 |
77,662 |
87% |
67,484 |
Target - Comercial Capenha |
Jun |
Rio de Janeiro - RJ |
60% |
549 |
55,243 |
52% |
28,521 |
Network Business Tower F1 e F2 |
Jun |
São Caetano - SP |
100% |
855 |
311,749 |
96% |
299,497 |
Mundi -– Resid. Ceramica F 1 |
Jun |
São Caetano - SP |
100% |
192 |
163,633 |
31% |
50,911 |
Riservatto |
Jul |
Osasco - SP |
100% |
174 |
137,180 |
53% |
73,171 |
Americas Avenue Consolidado |
Aug |
Rio de Janeiro - RJ |
100% |
696 |
364,109 |
40% |
147,122 |
Cancelamento Allegro F1 |
Aug |
Natal - RN |
85% |
-144 |
-27,062 |
6% |
(1,610) |
Golden Office |
Sep |
Jundiai - SP |
100% |
349 |
110,597 |
47% |
51,760 |
Alphaville Barra da Tijuca |
Sep |
Rio de Janeiro - RJ |
65% |
49 |
67,687 |
37% |
25,231 |
AUSA |
YTD |
|
|
2,357 |
627,598 |
71% |
447,947 |
Alphaville Pernambuco |
Mar |
Duas Unas - PE |
83% |
457 |
119,654 |
71% |
85,158 |
Alphaville Campo Grande |
Mar |
Campo Grande - MT |
66% |
391 |
62,260 |
91% |
56,454 |
Terras Alpha Resende - F1 |
Jun |
Resende - RJ |
77% |
325 |
49,204 |
85% |
41,893 |
Terras Alpha Maricá Sta Rita - F1 |
Jun |
Maricá - RJ |
48% |
296 |
46,363 |
62% |
28,832 |
São José dos Campos F1 + F2 |
Sep |
SJ dos Campos - SP |
57% |
574 |
271,180 |
80% |
218,099 |
Petrolina F2 |
Sep |
Petrolina - PE |
76% |
286 |
41,499 |
10% |
4,224 |
Barra da Tijuca |
Sep |
Rio de Janeiro - RJ |
35% |
26 |
37,437 |
35% |
13,287 |
Tenda |
YTD |
|
|
3,847 |
500,917 |
52% |
262,924 |
Parque Lumiere |
Jan |
São Paulo - SP |
100% |
100 |
11,220 |
100% |
11,172 |
Araçagy F3 |
Jan |
Paço do Lumiar - MA |
50% |
186 |
24,865 |
98% |
24,320 |
Parma Life |
Jan |
Belo Horizonte - MG |
100% |
60 |
8,884 |
109% |
9,709 |
Parque Arvoredo F3 |
Mar |
Curitiba - PR |
100% |
210 |
46,378 |
71% |
32,948 |
Piemonte |
Mar |
Santa Luzia - MG |
100% |
94 |
11,042 |
56% |
6,227 |
Lopes Trovão |
Apr |
Canoas - RS |
100% |
188 |
38,938 |
32% |
12,388 |
Montes Claros |
May |
Belo Horizonte - MG |
100% |
300 |
30,602 |
35% |
10,862 |
Cheverny F2 |
May |
Goiânia - GO |
100% |
96 |
13,638 |
49% |
6,688 |
Cheverny F3 |
May |
Goiânia - GO |
100% |
96 |
13,638 |
41% |
5,566 |
Vale Verde Cotia - Fase 7 |
May |
Cotia - SP |
100% |
80 |
9,200 |
91% |
8,374 |
Porto Fino |
Jun |
Santa Luzia - MG |
100% |
224 |
25,228 |
47% |
11,913 |
Vila das Flores |
Jun |
Salvador-BA |
100% |
460 |
50,273 |
20% |
10,101 |
RESIDENCIAL ATENAS |
Jun |
Rio de Janeiro-RJ |
100% |
260 |
30,288 |
28% |
8,436 |
Reserva dos Pássaros |
Jun |
Vespasiano-MG |
100% |
817 |
103,183 |
72% |
74,734 |
Bosque dos Palmares |
Jun |
Nova Iguaçu -RJ |
100% |
352 |
34,454 |
19% |
6,560 |
Vista Flamboyant F2 |
Aug |
SJ dos Campos -SP |
100% |
132 |
20,069 |
90% |
18,082 |
Cheverny F4 + F5 |
Sep |
Goiânia - GO |
100% |
192 |
29,016 |
17% |
4,844 |
Total 9M11 (Gafisa + Tenda + Alphaville) |
10,671 |
2,944,589 |
62% |
1,827,484 | |||
47
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
The following table illustrates the financial completion of the construction in progress and the related revenue recognized (R$000) during the second quarter ended on September 30, 2011.
Tabela 33. Status of the financial completion of the construction in progress |
| |||||||
Company |
Project |
Construction status |
% Sold |
Revenues recognized (R$000) | ||||
|
|
3Q11 |
2Q11 |
3Q11 |
2Q11 |
3Q11 |
2Q11 | |
Gafisa |
Alphaville Barra da Tijuca |
100% |
98% |
83% |
100% |
28,085 |
3,639 | |
Gafisa |
Reserva Ecoville |
73% |
72% |
76% |
72% |
18,350 |
7,704 | |
Gafisa |
Vision Brooklin |
77% |
68% |
100% |
100% |
14,864 |
14,330 | |
Gafisa |
Vistta Santana |
91% |
85% |
98% |
97% |
13,313 |
11,814 | |
Gafisa |
Mansão Imperial - Fase 2b |
93% |
84% |
88% |
75% |
13,268 |
10,146 | |
Gafisa |
PA 11 - Reserva Ibiapaba F2 |
78% |
63% |
100% |
100% |
12,802 |
11,542 | |
Gafisa |
Vistta Laguna |
31% |
14% |
82% |
71% |
12,769 |
5,313 | |
Gafisa |
Alegria F1 |
100% |
92% |
98% |
94% |
11,879 |
11,888 | |
Gafisa |
Pateo Mondrian |
61% |
50% |
85% |
83% |
10,505 |
5,997 | |
Gafisa |
Central Life F1 |
31% |
21% |
100% |
99% |
10,302 |
(587) | |
Gafisa |
Grand Valley Niteroi - F1 |
99% |
92% |
93% |
91% |
9,579 |
5,210 | |
Gafisa |
Nova Petropolis SBC - F1 |
100% |
100% |
98% |
93% |
8,893 |
13,822 | |
Gafisa |
London Ville |
47% |
39% |
85% |
76% |
7,981 |
4,790 | |
Gafisa |
Acqua Residencial |
100% |
100% |
88% |
82% |
7,849 |
5,741 | |
Gafisa |
Pq Barueri Cond - F1 |
100% |
100% |
88% |
86% |
7,454 |
14,008 | |
Gafisa |
Magno |
80% |
70% |
100% |
100% |
7,421 |
4,256 | |
Gafisa |
Manhattan Residencial |
76% |
68% |
52% |
51% |
7,273 |
7,501 | |
Gafisa |
Alegria - Fase2A |
100% |
90% |
96% |
91% |
7,247 |
5,099 | |
Gafisa |
GrandValley Niteroi - F2 |
99% |
92% |
100% |
88% |
6,916 |
3,350 | |
Gafisa |
Manhattan Comercial |
80% |
63% |
75% |
70% |
6,667 |
6,974 | |
Gafisa |
Station Parada Inglesa |
26% |
23% |
88% |
60% |
6,664 |
10,181 | |
Gafisa |
Supremo Ipiranga |
84% |
75% |
100% |
100% |
6,599 |
5,803 | |
Gafisa |
Mosaico |
78% |
67% |
100% |
100% |
6,354 |
6,281 | |
Gafisa |
Mansão Imperial - F1 |
94% |
86% |
86% |
85% |
6,271 |
7,867 | |
Gafisa |
Paulista Corporate |
92% |
89% |
100% |
100% |
6,098 |
10,741 | |
Gafisa |
Smart Vila Mariana |
61% |
50% |
100% |
100% |
5,961 |
3,541 | |
Gafisa |
Global Offices |
62% |
44% |
94% |
95% |
5,825 |
5,782 | |
Gafisa |
Others |
|
|
|
|
230,663 |
310,385 | |
Gafisa |
|
|
|
|
|
497,849 |
549,239 | |
Alphaville |
Alphaville Teresina |
66% |
46% |
100% |
99% |
18,197 |
14,723 | |
Alphaville |
AlphaVille Barra da Tijuca |
100% |
98% |
83% |
73% |
15,704 |
1,921 | |
Alphaville |
Alphaville Ribeirão Preto F1 |
81% |
67% |
94% |
93% |
14,346 |
14,257 | |
Alphaville |
São José Dos Campos |
6% |
0% |
78% |
0% |
13,234 |
- | |
Alphaville |
AlphaVille Porto Alegre |
63% |
52% |
87% |
87% |
11,921 |
14,671 | |
Alphaville |
Alphaville Campo Grande II |
37% |
18% |
95% |
95% |
9,290 |
3,712 | |
Alphaville |
Terras Alpha Petrolina |
65% |
41% |
97% |
96% |
8,752 |
9,092 | |
Alphaville |
Alphaville Brasília 2 Resid./Comercial |
81% |
62% |
87% |
87% |
7,821 |
7,577 | |
Alphaville |
Others |
|
|
|
|
76,595 |
90,852 | |
Alphaville |
|
|
|
|
|
175,860 |
156,805 | |
Tenda |
|
|
|
|
|
331,782 |
335,299 | |
Total |
|
|
|
|
|
1,005,491 |
1,041,343 | |
48
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Consolidated Income Statement
The Income Statement reflects the impact of IFRS adoption, also for 2010.
R$ 000 |
3Q11 |
2Q11 |
QoQ |
3Q10 |
YoY |
9M11 |
9M10 |
QoQ |
Net Operating Revenue |
1,005,490 |
1,041,344 |
-3.4% |
957,196 |
5.0% |
2,847,190 |
2,792,223 |
2.0% |
Operating Costs |
(708,614) |
(822,424) |
-13.8% |
(681,275) |
4.0% |
(2,146,626) |
(1,984,154) |
8.2% |
Gross profit |
296,876 |
218,920 |
35.6% |
275,921 |
7.6% |
700,564 |
808,069 |
-13.3% |
Operating Expenses |
||||||||
Selling Expenses |
(68,298) |
(61,970) |
10.2% |
(53,887) |
26.7% |
(181,773) |
(166,321) |
9.3% |
General and Administrative Expenses |
(59,711) |
(60,389) |
-1.1% |
(59,317) |
0.7% |
(176,407) |
(171,860) |
2.6% |
Other Operating Revenues / Expenses |
(10,395) |
(8,649) |
20.2% |
(2,187) |
375.3% |
(30,025) |
(11,392) |
163.6% |
Depreciation and Amortization |
(21,855) |
(22,754) |
-4.0% |
(8,305) |
163.2% |
(56,974) |
(27,324) |
108.5% |
Operating results |
136,617 |
65,158 |
109.7% |
152,207 |
-10.2% |
255,385 |
431,172 |
-40.8% |
Financial Income |
31,619 |
21,697 |
19.0% |
36,417 |
-13.2% |
77,980 |
101,275 |
-23.0% |
Financial Expenses |
(89,740) |
(50,563) |
66.0% |
(56,432) |
59.0% |
(195,965) |
(181,816) |
7.8% |
Income Before Taxes on Income |
78,496 |
36,292 |
116.3% |
132,192 |
-40.6% |
137,400 |
350,631 |
-60.8% |
Deferred Taxes |
(5,858) |
10,147 |
-157.7% |
(823) |
611.8% |
10,592 |
(27,649) |
-138.3% |
Income Tax and Social Contribution |
(17,958) |
(11,590) |
54.9% |
(9,661) |
85.9% |
(37,698) |
(27,384) |
37.7% |
Income After Taxes on Income |
54,680 |
34,849 |
56.9% |
121,708 |
-55.1% |
110,294 |
295,598 |
-62.7% |
Minority Shareholders |
(8,463) |
(9,737) |
-13.1% |
(5,108) |
65.7% |
(25,259) |
(16,911) |
49.4% |
|
||||||||
Net Income |
46,217 |
25,112 |
84.0% |
116,600 |
-60.4% |
85,035 |
278,687 |
-69.5% |
49
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Consolidated Balance Sheet
3Q11 |
2Q11 |
QoQ |
3Q10 |
YoY | |
Current Assets |
|||||
Cash and cash equivalentes |
912,359 |
1,163,080 |
-21.6% |
1,231,143 |
-25.9% |
Receivables from clientes |
4,002,213 |
3,653,708 |
9.5% |
2,727,930 |
46.7% |
Properties for sale |
2,130,661 |
1,988,093 |
7.2% |
1,447,266 |
47.2% |
Other accounts receivable |
146,461 |
201,492 |
-27.3% |
155,795 |
-6.0% |
Deferred selling expenses |
30,493 |
20,588 |
48.1% |
38,028 |
-19.8% |
Prepaid expenses |
13,599 |
9,533 |
42.7% |
16,423 |
-17.2% |
|
7,235,786 |
7,036,494 |
2.8% |
5,616,585 |
28.8% |
Long-term Assets |
|||||
Receivables from clientes |
1,867,969 |
2,171,302 |
-14.0% |
2,411,275 |
-22.5% |
Properties for sale |
416,717 |
346,658 |
20.2% |
388,649 |
7.2% |
Deferred taxes |
353,212 |
353,445 |
-0.1% |
367,788 |
-4.0% |
Other |
215,695 |
187,536 |
15.0% |
252,324 |
-14.5% |
|
2,853,593 |
3,058,941 |
-6.7% |
3,420,036 |
-16.6% |
Property, plant and equipment |
74,939 |
81,135 |
-7,6% |
63,825 |
17,4% |
Intangible assets |
219,490 |
215,624 |
1,8% |
209,687 |
4,7% |
|
294,429 |
296,759 |
-0.8% |
273,512 |
7.6% |
Total Assets |
10,383,808 |
10,392,194 |
-0.1% |
9,310,133 |
11.5% |
Current Liabilities |
|||||
Loans and financing |
475,969 |
689,412 |
-31.0% |
789,331 |
-39.7% |
Debentures |
206,336 |
153,788 |
34.2% |
214,561 |
-3.8% |
Obligations for purchase of land and advances from clients |
469,642 |
526,560 |
-10.8% |
460,470 |
2.0% |
Materials and service suppliers |
185,185 |
225,692 |
-17.9% |
292,444 |
-36.7% |
Taxes and contributions |
291,649 |
294,716 |
-1.0% |
234,394 |
24.4% |
Taxes, payroll charges and profit sharing |
75,140 |
66,772 |
12.5% |
69,594 |
8.0% |
Provision for contingencies |
27,770 |
21,598 |
28.6% |
8,001 |
247.1% |
Dividends |
102,767 |
102,767 |
0.0% |
52,287 |
96.5% |
Obligation for investors |
148,000 |
143,000 |
3.5% |
0 |
|
Other |
180,055 |
90,339 |
99.3% |
171,417 |
5.0% |
|
2,162,513 |
2,314,644 |
-6.6% |
2,292,499 |
-5.7% |
Long-term Liabilities |
|||||
Loans and financings |
975,751 |
1,013,961 |
-3.8% |
371,843 |
162.4% |
Debentures |
1,740,673 |
1,736,027 |
0.3% |
1,551,407 |
12.2% |
Obligations for purchase of land |
194,654 |
183,619 |
6.0% |
177,412 |
9.7% |
Deferred taxes |
401,071 |
395,440 |
1,4% |
483,373 |
-17,0% |
Provision for contingencies |
123,950 |
126,811 |
-2,3% |
126,327 |
-1,9% |
Obligation for investors |
312,000 |
317,000 |
-1,6% |
380,000 |
-17,9% |
Other |
560,609 |
454,349 |
23,4% |
195,702 |
186,5% |
|
4,308,708 |
4,227,207 |
1.9% |
3,286,064 |
31.1% |
Shareholders' Equity |
|
|
|
|
|
Capital |
2,734,155 |
2,730,789 |
0.1% |
2,729,187 |
0.2% |
Treasury shares |
-1,731 |
-1,731 |
0.0% |
-1,731 |
0.0% |
Capital reserves |
267,159 |
262,970 |
1.6% |
251,489 |
6.2% |
Revenue reserves |
741,212 |
741,212 |
0.0% |
422,373 |
75.5% |
Retained earnings/accumulated losses |
85,036 |
38,818 |
119.1% |
278,687 |
-69.5% |
Non controlling interests |
86,756 |
78,285 |
10.8% |
51,565 |
68.2% |
|
3,912,587 |
3,850,343 |
1.6% |
3,731,570 |
4.9% |
Liabilities and Shareholders' Equity |
10,383,808 |
10,392,194 |
-0.1% |
9,310,133 |
11.5% |
50
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Consolidated Cash Flows
|
3Q11 |
3Q10 | |
Income Before Taxes on Income |
2 |
137,401 |
132,192 |
Expenses (income) not affecting working capital |
4 |
||
Depreciation and amortization |
5 |
56,974 |
8,305 |
Expense on stock option plan |
7 |
12,789 |
3,075 |
Unrealized interest and charges, net |
9 |
117,130 |
62,805 |
Warranty provision |
12 |
7,160 |
5,272 |
Provision for contingencies |
13 |
34,672 |
15,462 |
Profit sharing provision |
14 |
6,425 |
6,538 |
Allowance (reversal) for financial instruments |
16 |
6,385 |
- |
Allowance (reversal) for doubtful debts |
(5,990) |
||
Decrease (increase) in assets |
18 |
- | |
Clients |
19 |
(605,178) |
(593,100) |
Properties for sale |
20 |
(314,861) |
18,636 |
Other receivables |
21 |
(33,718) |
(61,342) |
Deferred selling expenses and prepaid expenses |
23 |
5,133 |
(17,436) |
Decrease (increase) in liabilities |
26 |
- | |
Obligations on land purchases and advances from customers |
27 |
121,485 |
(4,279) |
Taxes and contributions |
28 |
45,160 |
83,933 |
Trade accounts payable |
30 |
(5,276) |
47,899 |
Salaries, payroll charges |
32 |
(10,000) | |
Other accounts payable |
33 |
(56,465) |
(82,636) |
Cash used in operating activities |
38 |
(470,774) ) |
(384,676) |
Investing activities |
40 |
||
Purchase of property and equipment and deferred charges |
43 |
(60,597) |
(11,008) |
(Aplicação) resgate de títulos e valores mobiliários, |
416,814 |
380,786 | |
Cash used in investing activities |
47 |
356,217 |
369,778 |
Financing activities |
49 |
||
Capital increase |
51 |
4,957 |
16,288 |
Follow on expenses |
52 |
- |
- |
Capital reserve increase |
53 |
- |
40,722 |
Increase in loans and financing |
57 |
708,729 |
272,118 |
Repayment of loans and financing |
58 |
(876,601) |
(456,951) |
Assignment of credit receivables, net |
59 |
373,600 |
19,785 |
Proceeds from subscription of redeemable equity interest in securitization fund |
60 |
(10,405) |
(4,000) |
Cessão de Crédito Imobiliário - CCI |
61 |
(37,698) |
- |
Impostos pagos |
67 |
80,000 |
- |
Net cash provided by financing activities |
68 |
242,582 |
(112,038) |
Net increase (decrease) in cash and cash equivalents |
72 |
128,025 |
(126,936) |
Cash and cash equivalents |
75 |
||
76 |
|||
At the beggining of the period |
77 |
256,382 |
353,008 |
At the end of the period |
78 |
384,407 |
226,072 |
79 |
|||
Net increase (decrease) in cash and cash equivalents |
80 |
128,025 |
(126,936) |
|
|
|
|
51
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
1. Operations
Gafisa S.A. ("Gafisa" or "Company") is a publicly traded company with headquarters at Av. das Nações Unidas, 8501, 19º andar, in the City and State of São Paulo, and 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 customers; (c) carrying out civil construction and providing civil engineering services; (d) developing and implementing marketing strategies related to its own or third party real estate ventures; and (e) investing in other 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 substantially share the managerial and operating structures and the corporate, managerial and operating costs with the Company.
In May 2010, the Company approved the acquisition of the total amount of shares issued by Shertis Empreendimentos e Participações S.A., whose main asset comprises 20% of the capital of Alphaville Urbanismo S.A. (AUSA). The acquisition of shares has the purpose of ensuring the viability of 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 of AUSA to 80%. As a result of the acquisition 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 a capital increase amounting to R$ 20,282 (Note 15.1).
2. Presentation of interim information
The interim information was approved by the Board of Directors at the meeting held on November 10, 2011.
The interim individual financial information and the interim consolidated financial information were prepared in accordance with accounting practices adopted in Brazil that comprise the Technical Pronouncement of the Brazilian FASB (CPC) 21, and the IAS 34 – Interim Financial Reporting, which considers Guideline 04 issued by the CPC on the application of Technical Interpretation ICPC 02 to the Brazilian Real Estate Development Entities regarding revenue recognition, and respective costs and expenses arising from real estate development operations in reference to the state of completion (percentage of completion method), issued by the Brazilian FASB (CPC) and approved by the Brazilian Securities Commission (CVM) and the Brazilian National Association of State Boards of Accountancy (CFC), as well as for the presentation of this information in compliance with the rules issued by the CVM, applicable to the preparation of quarterly information (ITR).
52
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
Certain matters related to the meaning and application of the continuous transfer of the risks, benefits and control over the real estate unit sales are under consideration by the International Financial Reporting Interpretation Committee (IFRIC). The results of this consideration may cause the Company to revise its accounting practices related to revenue recognition.
The accounting policies adopted in the preparation of interim individual and consolidated financial information of the Company were applied consistently with those adopted and disclosed in Note 2 to the financial statements for the year ended December 31, and, accordingly, shall be read together with this document.
2.1 Interim consolidated information
The Company’s quarterly consolidated information, which includes the financial statements of subsidiaries and the joint ventures indicated in Note 8, was prepared in compliance with the applicable consolidation practices and the 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 Company.
53
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
2.2 Interim consolidated information
The Company carried out the proportionate consolidation of the financial statements of the jointly-controlled investees listed below, main information of which is the following:
Investees |
% ownership interest |
Current |
Non Current |
Equity |
Net |
Gross |
Net operating |
Net Financial |
Income |
Net income (loss) | ||
Asset |
Liability |
Asset |
Liability |
|
Revenue |
P&L |
expenses |
Income |
and social contribution taxes |
For the period | ||
Gafisa SPE-46 Empreendimentos Imobiliários Ltda. |
60% |
11,749 |
(10,912) |
77 |
19,168 |
3,570 |
1,017 |
681 |
(4) |
628 |
(177) |
1,127 |
Gafisa SPE-40 Empreendimentos Imobiliários Ltda. |
50% |
8,964 |
2,108 |
43 |
1,236 |
5,662 |
501 |
367 |
(12) |
82 |
(18) |
418 |
Dolce Vita Bella Vita SPE S/A |
50% |
5,695 |
1,525 |
- |
326 |
3,844 |
24 |
17 |
- |
23 |
(2) |
38 |
Saíra Verde Empreendimentos Imobiliários Ltda. |
70% |
162 |
(454) |
127 |
24 |
719 |
86 |
83 |
(1) |
14 |
(4) |
93 |
DV SPE S/A |
50% |
2,594 |
473 |
- |
137 |
1,985 |
33 |
26 |
- |
- |
1 |
27 |
GAFISA SPE-48 S/A |
80% |
98,576 |
38,039 |
430 |
5,690 |
55,277 |
6,673 |
(8,938) |
(299) |
749 |
(465) |
(8,954) |
Gafisa e Ivo Rizzo SPE-47 Empreendimentos Imobiliários Ltda. |
80% |
36,823 |
8,347 |
431 |
12,748 |
16,159 |
(1) |
(1) |
(83) |
1 |
15 |
(108) |
Gafisa/Tiner Campo Belo I - Empreendimento Imobiliário SPE Ltda. |
45% |
3,614 |
146 |
- |
58 |
3,411 |
358 |
250 |
(4) |
31 |
(13) |
265 |
Península I SPE S/A |
50% |
8,648 |
11,004 |
188 |
231 |
(2,399) |
(120) |
(136) |
(44) |
20 |
5 |
(156) |
Península 2 SPE S/A |
50% |
11,286 |
10,997 |
66 |
2,945 |
(2,591) |
710 |
310 |
- |
38 |
(2,964) |
(2,616) |
Villaggio Panamby Trust S/A |
50% |
5,168 |
660 |
(80) |
(7) |
4,434 |
490 |
413 |
- |
3 |
(181) |
234 |
Gafisa SPE-44 Empreendimentos Imobiliários Ltda. |
40% |
3,438 |
589 |
921 |
30 |
3,740 |
- |
- |
(1) |
- |
- |
(1) |
Gafisa SPE-65 Empreendimentos Imobiliários Ltda. |
80% |
41,221 |
25,161 |
116 |
2,234 |
13,941 |
15,987 |
2,799 |
(430) |
229 |
(899) |
1,699 |
Gafisa SPE-71 Empreendimentos Imobiliários Ltda. |
80% |
47,919 |
26,314 |
778 |
8,013 |
14,371 |
14,255 |
3,698 |
(135) |
4 |
(844) |
2,722 |
Gafisa SPE-73 Empreendimentos Imobiliários Ltda. |
80% |
10,951 |
1,373 |
1,621 |
5,827 |
5,373 |
568 |
(39) |
(1,551) |
2 |
249 |
(2,030) |
Gafisa SPE- 76 Empreendimentos Imobiliários Ltda. |
50% |
146 |
38 |
- |
26 |
82 |
- |
- |
- |
- |
- |
- |
Gafisa SPE-79 Empreendimentos Imobiliários Ltda. |
50% |
44 |
564 |
169 |
- |
(351) |
- |
- |
(489) |
- |
6 |
(500) |
Gafisa SPE-85 Empreendimentos Imobiliários Ltda. |
80% |
100,375 |
7,310 |
1,383 |
59,704 |
34,744 |
37,051 |
11,568 |
(440) |
(6,059) |
(2,236) |
2,833 |
Gafisa SPE-102 Empreendimentos Imobiliários Ltda. |
80% |
1,791 |
689 |
(108) |
1,071 |
(77) |
- |
- |
(9) |
19 |
53 |
(102) |
Gafisa SPE-104 Empreendimentos Imobiliários Ltda. |
50% |
4 |
3 |
- |
- |
1 |
- |
- |
- |
- |
- |
- |
Sítio Jatiuca Empreendimento Imobiliário SPE Ltda. |
50% |
106,695 |
10,447 |
823 |
66,176 |
30,895 |
25,027 |
15,260 |
(575) |
233 |
(1,014) |
13,897 |
Deputado José Lajes Empreendimento Imobiliário SPE Ltda. |
50% |
3,147 |
359 |
14 |
3,255 |
(453) |
33 |
(39) |
(3) |
66 |
(23) |
6 |
Alto da Barra de São Miguel Empreendimento Imobiliário SPE Ltda. |
50% |
20,403 |
4,085 |
290 |
27,912 |
(11,304) |
509 |
(8,058) |
(794) |
(14) |
(3) |
(8,869) |
Reserva & Residencial Spazio Natura Empreendimento Imobiliário SPE Ltda. |
50% |
1,814 |
4 |
- |
432 |
1,378 |
- |
- |
(1) |
- |
- |
(1) |
Gafisa SPE-113 Empreendimentos Imobiliários Ltda. |
60% |
4,612 |
263 |
280 |
- |
4,629 |
3 |
3 |
(2,647) |
41 |
51 |
(2,826) |
Gafisa SPE-116 Empreendimentos Imobiliários Ltda. |
50% |
58,224 |
30,922 |
3 |
27,336 |
(30) |
- |
- |
(31) |
- |
- |
(31) |
BKO ENGENHARIA E COMERCIO LTDA |
80% |
13,615 |
730 |
111 |
4,522 |
8,474 |
3,577 |
374 |
(100) |
227 |
22 |
257 |
O Bosque Empr. Imob. Ltda |
60% |
9,887 |
42 |
288 |
299 |
9,834 |
111 |
(92) |
(30) |
(1) |
(4) |
(127) |
Grand Park - Parque das Aguas Empreendimentos Imobiliários Ltda |
50% |
52,950 |
47,215 |
5,890 |
2,028 |
9,597 |
2,516 |
(8,764) |
(215) |
(2,551) |
(151) |
(11,680) |
Grand Park - Parque das Arvores Empreendimentos Imobiliários Ltda |
50% |
97,389 |
46,603 |
662 |
28,870 |
22,579 |
15,046 |
(7,230) |
(88) |
(3,801) |
(527) |
(11,647) |
Dubai Residencial Empreendimentos Imobiliários Ltda. |
50% |
48,076 |
33,280 |
11,616 |
842 |
25,569 |
24,107 |
8,289 |
(33) |
(1,900) |
(778) |
5,579 |
Varandas Grand Park Empreendimentos Imobiliários Ltda. |
50% |
4,756 |
2,372 |
9,253 |
9,649 |
1,989 |
5,060 |
60 |
(225) |
19 |
(180) |
(325) |
PRIME SPE FRANERE GAFISA 07 EMP |
50% |
3,490 |
2,831 |
3,248 |
4,284 |
(377) |
3,325 |
682 |
(767) |
16 |
(122) |
(191) |
Costa Maggiore Empreendimentos Imobiliários Ltda. |
50% |
15,985 |
2,737 |
14,251 |
13,982 |
13,518 |
6,957 |
1,316 |
(689) |
638 |
117 |
1,317 |
City Park Brotas Empreendimentos Imobiliários Ltda. |
50% |
12,967 |
2,370 |
40 |
8,857 |
1,780 |
9,107 |
1,097 |
6 |
367 |
(346) |
1,124 |
City Park Acupe Empreendimentos Imobiliários Ltda. |
50% |
10,692 |
1,814 |
55 |
6,452 |
2,481 |
7,176 |
913 |
29 |
325 |
(325) |
942 |
Patamares 1 Empreendimentos Imobiliários SPE Ltda. |
50% |
34,757 |
5,492 |
428 |
17,173 |
12,520 |
21,943 |
5,351 |
14 |
1,101 |
(1,025) |
5,441 |
Graça Empreendimentos Imobiliários Ltda. |
50% |
11,871 |
270 |
- |
10,864 |
736 |
- |
(17) |
- |
(2) |
- |
(18) |
Acupe Exclusive Empreendimentos Imobiliários Ltda. |
50% |
3,354 |
1,669 |
- |
1,038 |
648 |
3,052 |
300 |
14 |
90 |
(118) |
286 |
Manhattan Square Empreendimentos Imobiliários Comercial 01 SPE Ltda. |
50% |
86,924 |
16,148 |
4,095 |
60,298 |
14,574 |
32,339 |
6,125 |
(237) |
(470) |
(1,213) |
4,205 |
Manhattan Square Empreendimentos Imobiliários Comercial 02 SPE Ltda. |
50% |
7,995 |
140 |
- |
6,714 |
1,140 |
- |
(87) |
- |
(8) |
- |
(96) |
Manhattan Square Empreendimentos Imobiliários Residencial 02 SPE Ltda. |
50% |
19,691 |
146 |
- |
17,090 |
2,454 |
- |
(135) |
- |
(18) |
- |
(152) |
Manhattan Square Empreendimentos Imobiliários Residencial 01 SPE Ltda. |
50% |
172,431 |
30,135 |
14,291 |
157,299 |
(711) |
32,907 |
134 |
(1,242) |
666 |
1,716 |
1,275 |
FIT 13 SPE Empreendimentos Imobiliários Ltda. |
50% |
43,351 |
1,856 |
8,766 |
16,377 |
33,883 |
46,018 |
17,362 |
(546) |
1,182 |
(1,444) |
16,555 |
API SPE 29 - Planej.e Desenv.de Empreend.Imob.Ltda |
50% |
45,477 |
17,297 |
1,453 |
15,030 |
14,604 |
32,582 |
12,835 |
(1,063) |
153 |
(601) |
11,219 |
API SPE 28 - Planej.e Desenv.de Empreend.Imob.Ltda |
50% |
113,803 |
55,582 |
46 |
4,930 |
53,338 |
69,640 |
26,813 |
(706) |
177 |
160 |
26,237 |
Parque do Morumbi Incorporadora LTDA. |
80% |
21,160 |
12,594 |
- |
1,542 |
7,024 |
6,607 |
3,233 |
(575) |
226 |
(124) |
2,760 |
Aram SPE Empreendimentos Imobiliários Ltda |
80% |
30,269 |
10,866 |
- |
5,046 |
14,357 |
12,396 |
5,312 |
(138) |
(15) |
(356) |
4,803 |
Panamby Ribeirão Preto Empreendimentos Imobiliários SPE Ltda |
55% |
16,049 |
34 |
302 |
2,489 |
13,827 |
- |
- |
(179) |
(3) |
- |
(182) |
FIDC |
- |
24,925 |
- |
- |
7,666 |
17,260 |
- |
- |
- |
- |
- |
- |
ALPHAVILLE URBANISMO S.A |
80% |
528,139 |
214,597 |
367,389 |
357,330 |
323,601 |
446,289 |
207,935 |
(56,598) |
(17,004) |
(11,250) |
120,658 |
Gafisa SPE-55 S.A. |
80% |
86,461 |
36,109 |
1,173 |
2,365 |
49,161 |
38,149 |
10,223 |
(931) |
97 |
(1,816) |
7,574 |
Gafisa SPE-77 Empreendimentos Imobiliários Ltda |
65% |
82,146 |
21,681 |
49,189 |
52,591 |
57,063 |
57,082 |
23,801 |
(85) |
(383) |
(7,843) |
15,490 |
Saí Amarela S/A |
50% |
4,791 |
2,578 |
82 |
152 |
2,143 |
198 |
183 |
(2) |
(138) |
(2) |
41 |
Sunshine S.A |
60% |
16,436 |
6,411 |
23 |
4,133 |
5,915 |
315 |
280 |
(1) |
181 |
(27) |
434 |
Cyrela Gafisa SPE Ltda |
50% |
13,297 |
10,432 |
12,117 |
- |
14,983 |
- |
- |
241 |
- |
- |
240 |
54
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
3. New pronouncements issued by the IASB
Until disclosure date of the interim individual and consolidated financial information, the following pronouncements and interpretations issued by the IASB were published, however, their application was not mandatory for the year beginning January 1, 2011:
New Standards |
Mandatory application for years beginning as from: |
IFRS 9 – Financial Instruments (i) |
January 1, 2013 |
New Interpretations |
|
Amendment to IFRS 7 – Financial Instruments: Disclosures Transfer of Financial Assets |
January 1, 2013 |
(i) IFRS 9 ends the first part of the Project for replacing “IAS 39 Financial Instruments: Recognition and Measurement”. IFRS 9 adopts a simple approach to determine whether a financial asset is measured at amortized cost or fair value, based on how an entity manages its financial instruments (its business model) and the characteristic contractual cash flow of financial assets. The standard also requires the adoption of only one method for determining impairment of assets. This standard shall be effective for the fiscal years beginning as from January 1, 2013. The Company does not expect this change to cause impact on its consolidated financial statements.
The Company does not expect significant impacts on the consolidated financial statements in the first adoption of the new pronouncements and interpretations.
The following pronouncements and interpretations issued by the IASB shall be mandatorily applied for the fiscal years indicated below. Such changes did not have impact on or have already been reflected in the interim consolidated information of the Company.
New Standards |
Mandatory application for years beginning as from: |
IAS 24 – Revised Related Parties: Disclosure (i) |
January 1, 2011 |
New Interpretations |
|
Amendment to IFRIC 14 – Prepayments of a minimum funding requirement (ii) |
January 1, 2011 |
IFRIC 10 – Consolidated financial statements (iii) |
January 1, 2013 |
IFRIC 11 – Joint ventures (iv) |
January 1, 2013 |
IFRIC 12 – Disclosure of investments in other entities (v) |
January 1, 2013 |
IFRIC 13 – Measurement of the fair value (vi) |
January 1, 2013 |
Amendments to Existing Standards |
|
Amendment to IAS 1 – Presentation of Financial Statements |
January 1, 2011 |
Amendment to IFRS 3 – Business Combinations |
January 1, 2011 |
(i) It simplifies the disclosure requirements for state-owned entities and clarifies the definition of the term related party. The revised standard deals with aspects that, according to the previous disclosure requirements and related party definition, were too complex and hardly applicable, mainly in environments with wide governmental control, offering partial exemption to state-owned entities and a revised definition of the related party concept. This amendment was issued in November 2009, and shall be effective for the fiscal years beginning as from January 1, 2011.
55
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
(ii) This amendment applies only to those situations in which an entity is subject to minimum funding requirements and prepays contributions to cover such requirements. This amendment permits that this entity accounts for the benefit of such prepayment as asset. This amendment shall be effective for the fiscal years beginning as from January 1, 2011. This change will not have impact on the Company’s consolidated financial statements
(iii) IFRS 10 supersedes SIC 12 and IAS 27 and applies to the consolidated financial statements where a company controls one or more companies.
(iv) IFRS supersedes SIC 13 and IAS 31 and applies to jointly-controlled companies.
(v) IFRS 12 addresses disclosure of equity in other companies, purpose of which is to inform users of the risks, nature, and impact of such equity on the financial statements.
(vi) IFRS 13 applies where other pronouncements issued by IFRS require or allow measurements or disclosure of fair value (and measurements such as fair value less selling cost, based on the fair value or disclosure of such measurements).
There are no other standards and interpretations issued, but not adopted yet, that may, in Management’s opinion, produce significant impact on the P&L or the equity disclosed by the Company.
The Brazilian FASB (CPC) has not issued the respective pronouncements and amendments related to the new and revised IFRS previously presented. Because of CPC and CVM’s commitment to keeping the set of standards issued updated on the basis of the updates made by the IASB, these pronouncements and amendments are expected to be issued by CPC and approved by CVM until the date of their mandatory application.
56
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Quarterly information - 09/30/2011 – Gafisa S.A.
4. Cash and cash equivalents and marketable securities and collaterals
4.1 Cash and cash equivalents
|
Individual |
Consolidated | ||
Type of transaction |
09/30/2011 |
12/31/2010 |
09/30/2011 |
12/31/2010 |
Cash and cash equivalents |
|
|
|
|
Cash and banks |
59,503 |
30,524 |
278,735 |
172,336 |
Securities purchased under agreement to resell |
42,585 |
35,568 |
105,672 |
84,046 |
|
|
|
|
|
Total cash and cash equivalents |
102,088 |
66,092 |
384,407 |
256,382 |
Securities purchased under agreement to resell include interest earned from 75.0% to 101.0% (December 31, 2010 – 98.15% to 104.0%) of Interbank Deposit Certificates (CDI’s). Both transactions are made in first class financial institutions.
4.2 Marketable securities and collaterals
|
Individual |
Consolidated | ||
Type of transaction |
09/30/2011 |
12/31/2010 |
09/30/2011 |
12/31/2010 |
|
|
|
|
|
Available for sale |
|
|
|
|
Investment funds |
|
- |
2,677 |
3,016 |
Government securities |
|
94,878 |
58,601 |
117,001 |
Bank deposit certificates |
34,622 |
82,004 |
141,073 |
183,562 |
Restricted cash in guarantee to loans (a) |
101,735 |
297,911 |
123,710 |
453,060 |
Restricted credits (b) |
- |
- |
187,077 |
171,627 |
Other (c) |
10,799 |
16,500 |
14,813 |
16,500 |
|
|
|
|
|
Total marketable securities and collaterals |
147,156 |
491,295 |
522,042 |
944,766 |
|
|
|
|
|
(a) Restricted cash in guarantee to loans in fixed-income fund, whose shares are valued by investments only in federal and government bonds, indexed to fixed and floating rates and/or price indexes, and made available when the ratio of restricted receivables in guarantee to debentures reach 120% of the debt balance. R$40,444 of the total amount refer to short-term investments due on 09/20/2013, indexed to fixed rate of 101% of CDI, which can be redeemed in 90 days, related to the assignment of receivables as described in Note 5 (v).
(b) Restricted credits are represented by onlending of the funds from associate credit (“crédito associativo”), a government real estate finance aid, which are in process of approval at the Caixa Econômica Federal. These approvals are made to the extent the contracts signed with customers at the financial institutions are regularized, which the Company expects to receive within 90 days.
(c) Additional Construction Potential Certificates (CEPACs)
57
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Quarterly information - 09/30/2011 – Gafisa S.A.
As of September 30, 2011, the Bank Deposit Certificates (CDBs) include interest earned from 99.50% to 108.0% (December 31, 2010 – 98.00% to 108.5%) of Interbank Deposit Certificates (CDIs).
58
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Quarterly information - 09/30/2011 – Gafisa S.A.
4. Cash and cash equivalents and marketable securities and collaterals (Continued)
4.2 Marketable securities and collaterals (Continued)
In fiscal year 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, 2011, the CEPACs, recorded in the heading “Other”, have liquidity, the estimated fair value approximates cost, and shall not be used in ventures to be launched in the future.
Such issue was registered with the CVM under No. CVM/SER/TIC/2008/002, and according to CVM Rule No. 401/2003, CEPACs are put up for public auction having as intermediary the institutions that take part in the securities distribution system.
As of September 30, 2011 and December 31, 2010, the amount related to open-end and exclusive investment funds is recorded at fair value through profit and loss. Pursuant to CVM Rule No. 408/04, short-term investment in Investment Funds in which the Company has exclusive interest is consolidated.
Exclusive funds are as follows:
Fundo de Investimento Arena is a multimarket fund under management and administration of Santander Asset Management and custody of Itaú Unibanco. The objective of this fund is to appreciate the value of its shares by investing the funds of its investment portfolio, which may be comprised 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 shares 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 shares, which can be redeemed with a return at any time.
The breakdown of securities, which comprise the portfolio of exclusive funds at September 30, 2011, is as follows:
59
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Quarterly information - 09/30/2011 – Gafisa S.A.
4. Cash and cash equivalents and marketable securities and collaterals (Continued)
4.2 Marketable securities and collaterals (Continued)
|
Arena |
|
|
Cash |
9 |
Government securities (LFT) |
58,601 |
Corporate securities (CDB-DI) |
11,448 |
|
70,058 |
The breakdown of the portfolio of exclusive funds is classified in the above table according to its nature.
5. Trade accounts receivable and services provided
|
Individual |
Consolidated | ||
|
09/30/2011 |
12/31/2010 |
09/30/2011 |
12/31/2010 |
|
|
|
|
|
Real estate development and sales |
1,707,556 |
1,698,641 |
5,926,632 |
5,309,664 |
( - ) Present value adjustments |
(17,760) |
(24,200) |
(117,421) |
(104,666) |
Services and construction |
34,807 |
57,826 |
37,090 |
59,737 |
Other receivables |
23,881 |
6,833 |
23,881 |
6,653 |
|
1,748,484 |
1,739,100 |
5,870,182 |
5,271,388 |
|
|
|
|
|
Current |
1,164,082 |
1,039,549 |
4,002,213 |
3,158,074 |
Non-current |
584,402 |
699,551 |
1,867,969 |
2,113,314 |
The non-current portions fall due as follows:
|
Individual |
Consolidated | ||
Maturity |
09/30/2011 |
12/31/2010 |
09/30/2011 |
12/31/2010 |
2012 |
211,934 |
299,445 |
886,570 |
969,363 |
2013 |
167,073 |
254,207 |
543,940 |
727,891 |
2014 |
98,306 |
39,462 |
256,122 |
168,912 |
2015 |
24,902 |
31,212 |
44,011 |
82,744 |
2016 onwards |
82,169 |
75,225 |
137,325 |
164,404 |
|
584,402 |
699,551 |
1,867,969 |
2,113,314 |
60
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Quarterly information - 09/30/2011 – Gafisa S.A.
5. Trade accounts receivable and services provided (Continued)
(i) The balance of accounts receivable from units sold and not yet delivered is not fully reflected in financial statements. Its record is limited to the portion of revenues accounted for net of the amounts already received.
The consolidated balance of advances from customers (development and services), which exceed the revenues recorded in the period, amounts to R$104,592 at September 30, 2011 (R$158,145 at December 31, 2010), and are classified in “Payables for purchase of land and advances from customers” (Note 14).
Accounts receivable from completed real estate units delivered, financed by the Company, 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 amounts recognized for the periods ended September 30, 2011 and 2010 totaled R$21,935 and R$20,854, respectively.
The allowance for doubtful accounts is estimated by considering the expectation on accounts receivable losses.
The balance of allowance for doubtful accounts recorded amounts to R$25,301 (consolidated) at September 30, 2011 (December 31, 2010 – R$18,016), and is considered sufficient by Company management to cover the estimate of future losses on realization of the accounts receivable balance.
During the period ended September 30, 2011, the changes in the allowance for doubtful accounts are summarized as follows:
|
|
|
Consolidated |
|
2011 |
Balance at December 31 |
18,916 |
Additions |
6,385 |
Write-offs |
- |
Closing balance |
25,301 |
The reversal of the present value adjustment recognized in revenue from real estate development for the period ended September 30, 2011 totaled R$(6,440) (Company) and R$12,755 (consolidated), respectively.
61
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Quarterly information - 09/30/2011 – Gafisa S.A.
5. Trade accounts receivable and services provided (Continued)
Receivables from real estate units not yet finished were measured at present value by considering the discount rate determined according to the criterion described in Note 2.22 to the financial statements at December 31, 2010. The rate applied by the Company and its subsidiaries stood at 4.47% for the period ended September 30, 2011 (5.02% at December 31, 2010), net of Civil Construction National Index (INCC).
(ii) At March 31, 2009, the Company entered into a Receivables Investment Funds (FIDC) transaction, which consists of assignment of a portfolio comprising select residential and commercial real estate receivables arising from Gafisa and its subsidiaries. This portfolio was assigned and transferred to “Gafisa FIDC” which issued Senior and Subordinated shares. This first issuance of senior shares was made through an offering restricted to qualified investors. Subordinated shares were subscribed for exclusively by Gafisa. Gafisa FIDC acquired the portfolio of receivables at a discount rate equivalent to the interest rate of finance contracts.
Gafisa was engaged by Gafisa FIDC and will be compensated for performing, among other duties, the reconciliation of the receipt of receivables owned by the fund and the collection of past due receivables. The transaction structure provides for the substitution of the Company as a collection agent in case of non-fulfillment of the responsibilities described in the collection service contract.
The Company assigned its receivables portfolio amounting to R$ 119,622 to Gafisa FIDC in exchange for cash, at the transfer date, discounted to present value, for R$ 88,664. The subordinated shares represent approximately 21% of the amount issued, totaling R$ 18,958 (present value); at September 30, 2011 it totaled R$17,260 (Note 8). Senior and Subordinated shares receivables are indexed by IGP-M and incur interest at 12% per year.
The Company consolidated Gafisa FIDC in its financial statements, accordingly, the Company discloses at September 30, 2011 receivables amounting to R$24,926 in the group of accounts of trade accounts receivable, and R$7,666 are reflected in the heading Payables to Venture Partners and Other, the balance of subordinated shares held by the Company being eliminated in this consolidation process;
62
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Quarterly information - 09/30/2011 – Gafisa S.A.
5. Trade accounts receivable and services provided (Continued)
(iii) On June 26, 2009, the Company and its subsidiaries entered into a CCI transaction, which consists of an assignment of a portfolio comprising select residential real estate receivables from Gafisa and its subsidiaries. The Company assigned its receivables portfolio amounting to R$ 89,102 in exchange for cash, at the transfer date, discounted to present value, of R$ 69,315, classified in the heading “Payables to Venture Partners and Other – Assignment of Credits”.
Eight book-entry CCIs were issued, amounting to R$ 69,315 at the date of the issuance. These 8 CCIs are backed by Rights to the Credit, whose installments fall due on and up to June 26, 2014 (“CCI-Investor”).
A CCI-Investor, pursuant to Article 125 of the Brazilian Civil Code, has 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 Rights to the Credit from the assignors to SPEs, as provided for in Article 167, item II, (21) of Law No. 6015, of December 31, 1973; and (iii) the issue of CCI – Investor by SPEs, as provided for in Article 18, paragraph 5 of Law No. 10931/04.
Gafisa was engaged and will be compensated for performing, among other duties, the reconciliation of the receipt of receivables, guarantee of 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.
(iv) On June 27, 2011, the Company and its subsidiaries entered into a Definitive Assignment of Real Estate Receivables Agreement - CCI. The purpose of said Assignment Agreement is the definitive assignment by the Assignor to the benefit of the Assignee. The assignment relates to a portfolio comprising select residential real estate receivables performed and to be performed arising out of Gafisa and its subsidiaries. The assigned portfolio of receivables amounts to R$203,915 (R$ 185,210 - % Gafisa) (in exchange for cash, at the transfer date, discounted to present value, for R$171,694 (R$155,889 - % Gafisa), recorded in the heading “Payables to venture partners and other – Credit Assignment”.
The Assigned Credits meet the validation eligibility criteria at the date of execution of the corresponding Assignment Agreement. Upon compliance with the validation eligibility criteria, the Company shall have no more than 18 months to regularize the Assigned Credits.
During the regularization period, Gafisa was engaged and will be compensated for performing, among other duties, receivables collection management, guarantee of the Assignment, and collection of past due receivables. After the regularization period, receivable management will be performed by an outsourced company, as provided under the transaction contract.
63
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Quarterly information - 09/30/2011 – Gafisa S.A.
(v) On September 29, 2011, the Company and its subsidiaries entered into a Private Instrument for Assignment of Real Estate Receivables and Other Covenants. The purpose of said Assignment Agreement is the assignment by the Assignor (“Company”) to the benefit of the Assignee. The assignment relates to a portfolio comprising select residential real estate receivables performed and to be performed arising out of Gafisa and its subsidiaries. The object of this Receivables Assignment only comprises the flow of obligations (installments, charges and key installments). The assigned portfolio of receivables, paid by the Assignee, on September 29, 2011, amounts to R$238,356 (% Gafisa - R$221,376). A portion of this amount will be amortized through the SFH debt balance of the bank that purchased the receivables and the remaining balance will be amortized through the issue of Bank Deposit Certificates – CDBs amounting to R$40,444 (R$40,382 - % Gafisa). This short-term investment – CDB can be redeemed in 90 days, as mentioned in note 4.2 (a).
The balance at September 30, 2011 is R$290,621 (December 31, 2010 – R$ 37,714) in the Company and R$462,054 (December 31, 2010 - R$ 88,442) in the consolidated.
6. Properties for sale
|
Individual |
Consolidated | ||
|
09/30/2011 |
12/31/2010 |
09/30/2011 |
12/31/010 |
|
|
|
|
|
Land |
522,478 |
390,922 |
1,183,008 |
854,652 |
(-) Present value adjustment |
(4,880) |
(14,839) |
(9,904) |
(20,343) |
Property under construction |
298,984 |
339,909 |
1,035,091 |
959,934 |
Completed units |
191,538 |
165,898 |
339,183 |
272,923 |
|
|
|
|
|
|
1,008,120 |
881,890 |
2,547,378 |
2,067,166 |
|
|
|
|
|
Current portion |
897,270 |
653,996 |
2,130,661 |
1,568,986 |
Non-current portion |
110,850 |
227,894 |
416,717 |
498,180 |
The Company has undertaken commitments to build units bartered for land, accounted for based on the fair value of the bartered units. As disclosed in Note 14, at September 30, 2011, the net balance of land acquired through barter transactions amounts to R$31,605 (December 31, 2010 - R$ 41,018) in the Company and R$92,205 (December 31, 2010 – R$86,228) in the consolidated.
64
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
As disclosed in Note 10, the balance of financial charges at September 30, 2011 amounts to R$104,378 (December 31, 2010 – R$ 116,286) in the Company and R$177,490 (December 31, 2010 – R$ 146,542) in the consolidated.
The present value adjustment in the property for sale balance refers to the portion of the contra-entry to the present value adjustment of payables for purchase of land without effect on P&L (Note 14).
7. Other accounts receivable and other
|
Individual |
Consolidated | ||
|
09/30/2011 |
12/31/2010 |
09/30/2011 |
12/31/2010 |
|
|
|
|
|
Current accounts related to real estate ventures (a) (Note 18) |
- |
115,629 |
58,136 |
75,196 |
Dividends receivable |
45,496 |
45,496 |
- |
- |
Advances to suppliers |
2,471 |
13,902 |
9,203 |
16,965 |
Credit assignment receivable |
- |
4,093 |
- |
7,896 |
Customer financing to be released |
399 |
436 |
2,394 |
1,309 |
Recoverable taxes |
40,660 |
35,374 |
73,754 |
63,546 |
Future capital contributions (b) |
310,960 |
366,674 |
- |
- |
Loan with related parties (c) |
66,805 |
41,853 |
106,395 |
71,163 |
Judicial deposit |
83,838 |
78,755 |
102,383 |
89,271 |
Gain not realized by derivative instruments (Note 17 (d)) |
3,373 |
|
5,791 |
|
Other |
1,576 |
4,090 |
4,100 |
34,680 |
|
|
|
|
|
|
555,578 |
706,302 |
362,156 |
360,026 |
|
|
|
|
|
Current portion |
401,266 |
576,236 |
146,461 |
178,305 |
Non-current portion |
154,312 |
130,066 |
215,695 |
181,721 |
(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 cash management is centralized by the lead partner of the enterprise, who 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 interest of each investor, which are not subject to indexation or financial charges of each investor and do not have a fixed maturity date. Such transactions aim at simplifying business relations that demand the joint management of amounts reciprocally owed by the involved parties and, consequently, the control over changes in amounts reciprocally granted which offset against each other at the time the current account is closed. 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.
(b) As of September 30, 2011, the balance of future capital contributions made by Gafisa in its subsidiary Tenda amounted to R$146,503. The remaining balance refers to future capital contributions to various SPEs that are annually paid in.
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Quarterly information - 09/30/2011 – Gafisa S.A.
7. Other accounts receivable and other (Continued)
(c) The loans of the Company and its subsidiaries, shown below, are made because these subsidiaries need cash for carrying out their respective activities, which are subject to the respective financial charges. It shall be noted that Company operations and business with related parties follow market practices (arm’s length). The business and operations with related parties are carried out based on conditions that are strictly on an arm’s length transaction basis and appropriate, in order to protect the interests of both parties involved in the business. The breakdown and nature of the loan receivable by the Company are shown below.
|
Consolidated |
Nature |
Interest rate | |
|
09/30/2011 |
12/31/2010 |
|
|
|
|
|
|
|
Espacio Laguna - Tembok Planej. E Desenv. Imob. Ltda. |
- |
144 |
Construction |
12% p.a. fixed rate + IGPM |
Laguna Di Mare - Tembok Planej. E Desenv. Imob. Ltda. |
9,003 |
7,340 |
Construction |
12% p.a. fixed rate + IGPM |
Vistta Laguna - Tembok Planej. E Desenv. Imob. Ltda. |
4,889 |
677 |
Construction |
12% p.a. fixed rate + IGPM |
Gafisa SPE 65 Empreendimentos Imobiliários Ltda. |
824 |
1,478 |
Construction |
3% p.a. fixed rate + CDI |
Gafisa SPE-46 Empreendimentos Imobiliários Ltda. |
3,164 |
- |
Construction |
12% p.a. fixed rate + IGPM |
Gafisa SPE-51 Empreendimentos Imobiliários Ltda. |
- |
567 |
Construction |
12% p.a. fixed rate + IGPM |
Gafisa SPE-73 Empreendimentos Imobiliários Ltda. |
1,693 |
2,503 |
Construction |
3% p.a. fixed rate + CDI |
Gafisa SPE-71 Empreendimentos Imobiliários Ltda. |
1,576 |
939 |
Construction |
3% p.a. fixed rate + CDI |
Paranamirim - Planc Engenharia e Incorporações Ltda. |
1,027 |
1,557 |
Construction |
3% p.a. fixed rate + CDI |
Gafisa SPE- 76 Empreendimentos Imobiliários Ltda. |
907 |
10 |
Construction |
4% p.a. fixed rate + CDI |
Acquarelle - Civilcorp Incorporações Ltda. |
11 |
791 |
Construction |
12% p.a. fixed rate + IGPM |
Manhattan Residencial I |
39,868 |
23,342 |
Construction |
10% p.a. fixed rate + TR |
Manhattan Comercial I |
2,556 |
2,356 |
Construction |
10% p.a. fixed rate + TR |
Manhattan Residencial II |
221 |
101 |
Construction |
10% p.a. fixed rate + TR |
Manhattan Comercial II |
52 |
48 |
Construction |
10% p.a. fixed rate + TR |
Target |
1,014 |
- |
Construction |
IGPM + 12% p.a. |
Total individual |
66,805 |
41,853 |
|
|
|
|
|
|
|
Fit Jardim Botanico SPE Emp. Imob. Ltda |
16,200 |
15,002 |
Construction |
126.5% of the CDI |
Fit 09 SPE Emp. Imob. Ltda |
5,355 |
4,440 |
Construction |
126.5% of the CDI |
Fit 08 SPE Emp. Imob. Ltda |
860 |
767 |
Construction |
112% of the CDI |
Fit 19 SPE Emp. Imob. Ltda |
3,977 |
3,864 |
Construction |
126.5% of the CDI |
Acedio SPE Emp. Imob. Ltda |
2,811 |
2,537 |
Construction |
126.5% of the CDI |
Fit 25 SPE Emp. Imob. Ltda |
- |
1,609 |
Construction |
126.5% of the CDI |
Ac Participações Ltda |
805 |
- |
Construction |
126.5% of the CDI |
Fit Roland Garros |
4,461 |
- |
|
|
Jardins da Barra Desenv. Imob. S/A |
4,340 |
- |
|
|
Other |
781 |
1,091 |
|
|
Total consolidated |
106,395 |
71,163 |
|
|
In the period ended September 30, 2011, the recognized financial income from interest on loans amounted to R$4,913 in the Company (September 30, 2010 – R$2,381).
66
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Quarterly information - 09/30/2011 – Gafisa S.A.
8. Investments in subsidiaries
In January 2007, upon acquisition of 60% of AUSA, arising from the acquisition of Catalufa Participações Ltda., a capital increase of R$ 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 income and social contribution taxes on net profit of AUSA on an accrual basis of accounting. Goodwill balance at September 30, 2011 is R$ 152,856.
As mentioned in Note 1, in May 2010 the Company approved the acquisition of the total amount of shares issued by Shertis Empreendimentos e Participações S.A., whose main asset comprises 20% of the capital of AUSA. The acquisition of shares had the purpose of ensuring the viability of 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 of AUSA to 80%. As a result of the acquisition 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 total issue price of R$ 20,282 at carrying amount.
The Company has a commitment to purchase the remaining 20% of AUSA's capital based on the fair value of AUSA, evaluated on the future acquisition dates, amount of which cannot yet be calculated and, consequently, is not recognized. The acquisition contract of AUSA provides that the Company undertakes to purchase the remaining 20% of AUSA in 2011, in cash or shares, at the Company’s sole discretion.
On October 26, 2007, Gafisa acquired 70% of Cipesa. Gafisa and Cipesa established a new company, “Cipesa Empreendimentos Imobiliários Ltda.” ("Nova Cipesa"), in which the Company holds a 70% interest and Cipesa 30%. Gafisa made a cash contribution amounting to R$ 50,000 to Nova Cipesa and acquired the shares that Cipesa held in Nova Cipesa amounting to R$ 15,000, paid on October 26, 2008. The non-controlling interest holders of Cipesa are 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; the minimum amount of acquisition is R$25,000 adjusted by the INCC variation, in case the variable portion is lower. Accordingly, the Company’s purchase consideration totaled R$ 90,000. As a result of this transaction, goodwill amounting to R$ 40,687 was recorded based on expected future profitability.
67
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
8. Investments in subsidiaries (Continued)
(i) Ownership interest
(a) Information on subsidiaries and jointly-controlled subsidiaries
|
Ownership interest - % |
Equity |
Profit/(loss) for the period | ||||||||
Direct investees |
09/30/2011 |
|
12/31/2010 |
|
09/30/2011 |
|
12/31/2010 |
|
09/30/2011 |
|
09/30/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
Construtora Tenda S.A. |
100 |
|
100 |
|
2,268,638 |
|
1,710,208 |
|
37,910 |
|
70,440 |
Alphaville Urbanismo S.A. |
60 |
|
60 |
|
323,601 |
|
201,758 |
|
120,658 |
|
54,795 |
Shertis Emp. Part. S.A. |
100 |
|
100 |
|
59,720 |
|
35,158 |
|
24,368 |
|
6,791 |
Gafisa FIDC (Note 5) |
100 |
|
100 |
|
- |
|
16,895 |
|
- |
|
- |
Cipesa Empreendimentos Imobiliários S.A. |
100 |
|
100 |
|
51,298 |
|
49,046 |
|
2,252 |
|
4,353 |
Península SPE1 S.A. |
50 |
|
50 |
|
(2,399) |
|
(2,242) |
|
(156) |
|
1,083 |
Península SPE2 S.A. |
50 |
|
50 |
|
(2,591) |
|
24 |
|
(2,616) |
|
262 |
Res. das Palmeiras SPE Ltda. |
100 |
|
100 |
|
2,311 |
|
2,333 |
|
(22) |
|
76 |
Villaggio Panamby Trust S.A. |
50 |
|
50 |
|
4,434 |
|
4,200 |
|
234 |
|
(77) |
Dolce Vita Bella Vita SPE S.A. |
50 |
|
50 |
|
3,844 |
|
4,056 |
|
38 |
|
3,480 |
DV SPE S.A. |
50 |
|
50 |
|
1,985 |
|
1,958 |
|
27 |
|
49 |
Gafisa SPE 22 Emp. Im. Ltda. |
100 |
|
100 |
|
6,293 |
|
6,528 |
|
(235) |
|
464 |
Gafisa/Tiner Campo Belo I – Emp. Imob. SPE Ltda. |
45 |
|
45 |
|
3,411 |
|
6,146 |
|
265 |
|
(54) |
Jardim I Plan., Prom.Vd. Ltda. |
100 |
|
100 |
|
5,633 |
|
7,820 |
|
(2,227) |
|
(201) |
Jardim II Plan., Prom.Vd Ltda. |
100 |
|
100 |
|
322 |
|
801 |
|
(489) |
|
1,602 |
Saíra Verde Emp. Imob. Ltda. |
70 |
|
70 |
|
719 |
|
626 |
|
93 |
|
86 |
Gafisa SPE 30 Emp. Im. Ltda. |
100 |
|
100 |
|
17,926 |
|
17,663 |
|
190 |
|
413 |
Verdes Praças Inc. Im. SPE Ltda. |
100 |
|
100 |
|
26,884 |
|
26,730 |
|
154 |
|
94 |
Gafisa SPE 32 Emp. Im. Ltda. |
100 |
|
100 |
|
9,241 |
|
10,573 |
|
(1,331) |
|
3,313 |
Gafisa SPE 35 Emp. Im. Ltda. |
100 |
|
100 |
|
5,093 |
|
4,978 |
|
115 |
|
449 |
Gafisa SPE 36 Emp. Im. Ltda. |
100 |
|
100 |
|
8,788 |
|
6,995 |
|
1,749 |
|
857 |
Gafisa SPE 37 Emp. Im. Ltda. |
100 |
|
100 |
|
4,195 |
|
4,561 |
|
(406) |
|
210 |
Gafisa SPE 38 Emp. Im. Ltda. |
100 |
|
100 |
|
9,436 |
|
9,382 |
|
44 |
|
563 |
Gafisa SPE 39 Emp. Im. Ltda. |
100 |
|
100 |
|
5,157 |
|
4,729 |
|
412 |
|
318 |
Gafisa SPE 40 Emp. Im. Ltda. |
50 |
|
50 |
|
5,662 |
|
7,944 |
|
418 |
|
299 |
Gafisa SPE 41 Emp. Im. Ltda. |
100 |
|
100 |
|
32,613 |
|
32,186 |
|
413 |
|
588 |
Gafisa SPE 42 Emp. Im. Ltda. |
100 |
|
100 |
|
9,033 |
|
5,915 |
|
(1,735) |
|
(4,607) |
Gafisa SPE 44 Emp. Im. Ltda. |
40 |
|
40 |
|
3,740 |
|
3,713 |
|
(1) |
|
(6) |
68
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
8. Investments in subsidiaries (Continued)
(i) Ownership interest (Continued)
(a) Information on subsidiaries and jointly-controlled subsidiaries (Continued)
|
Ownership interest - % |
Equity |
Profit/(loss) for the period | ||||||||
Direct investees |
09/30/2011 |
|
12/31/2010 |
|
09/30/2011 |
|
12/31/2010 |
|
09/30/2011 |
|
09/30/2010 |
Gafisa Vendas Int. Imob. Ltda |
100 |
|
100 |
|
(139) |
|
(1,523) |
|
(1,469) |
|
(1,812) |
Gafisa SPE 46 Emp. Im. Ltda. |
60 |
|
60 |
|
3,570 |
|
2,443 |
|
1,127 |
|
(1,939) |
Gafisa SPE 47 Emp. Im. Ltda. |
80 |
|
80 |
|
16,159 |
|
16,268 |
|
(108) |
|
(409) |
Gafisa SPE 48 S.A. (e) |
80 |
|
- |
|
55,277 |
|
- |
|
(8,954) |
|
- |
Gafisa SPE 49 Emp. Im. Ltda. |
- |
|
100 |
|
- |
|
295 |
|
- |
|
(8) |
Gafisa SPE 50 Emp. Im. Ltda. |
100 |
|
100 |
|
9,845 |
|
13,008 |
|
3,163) |
|
1,750 |
Gafisa SPE 51 Emp. Im. Ltda. (e) |
100 |
|
- |
|
43,873 |
|
- |
|
(9,213) |
|
- |
Gafisa SPE 53 Emp. Im. Ltda. |
100 |
|
100 |
|
7,628 |
|
7,152 |
|
476 |
|
3,445 |
Gafisa SPE 59 Emp. Im. Ltda. |
100 |
|
100 |
|
(11) |
|
(8) |
|
(3) |
|
(1) |
Gafisa SPE 61 Emp. Im. Ltda. |
100 |
|
100 |
|
(23) |
|
(21) |
|
(3) |
|
(1) |
Gafisa SPE 65 Emp. Im. Ltda. |
80 |
|
80 |
|
13,941 |
|
12,242 |
|
1,699 |
|
3,308 |
Gafisa SPE 68 Emp. Im. Ltda. |
100 |
|
100 |
|
(1) |
|
(1) |
|
(1) |
|
- |
Gafisa SPE 69 Emp. Im. Ltda. |
100 |
|
100 |
|
1,447 |
|
1,491 |
|
(222) |
|
(341) |
Gafisa SPE 70 Emp. Im. Ltda. |
55 |
|
55 |
|
13,827 |
|
12,929 |
|
(182) |
|
(17) |
Gafisa SPE 71 Emp. Im. Ltda. |
80 |
|
80 |
|
14,371 |
|
11,649 |
|
2,722 |
|
5,744 |
Gafisa SPE 72 Emp. Im. Ltda. |
100 |
|
100 |
|
17,026 |
|
4,845 |
|
12,181 |
|
637 |
Gafisa SPE 73 Emp. Im. Ltda. |
80 |
|
80 |
|
5,373 |
|
7,403 |
|
(2,030) |
|
(1,570) |
Gafisa SPE 74 Emp. Im. Ltda. |
100 |
|
100 |
|
(337) |
|
(335) |
|
(1) |
|
3 |
Gafisa SPE 75 Emp. Im. Ltda. |
100 |
|
100 |
|
(86) |
|
(76) |
|
(10) |
|
(3) |
Gafisa SPE 76 Emp. Im. Ltda. |
50 |
|
50 |
|
82 |
|
83 |
|
- |
|
(1) |
Gafisa SPE 79 Emp. Im. Ltda. |
50 |
|
100 |
|
(351) |
|
(16) |
|
(335) |
|
(14) |
Gafisa SPE 80 S.A. |
100 |
|
100 |
|
(12) |
|
(9) |
|
(3) |
|
(5) |
Gafisa SPE 81 Emp. Im. Ltda. (d) |
- |
|
100 |
|
- |
|
1,679 |
|
- |
|
1,136 |
Gafisa SPE 83 Emp. Im. Ltda. |
100 |
|
100 |
|
(798) |
|
(368) |
|
(429) |
|
(98) |
Gafisa SPE 84 Emp. Im. Ltda. (d) |
- |
|
100 |
|
- |
|
14,653 |
|
- |
|
1,015 |
Gafisa SPE 85 Emp. Im. Ltda. |
80 |
|
80 |
|
34,744 |
|
31,911 |
|
2,833 |
|
15,529 |
Gafisa SPE 87 Emp. Im. Ltda. (d) |
- |
|
100 |
|
- |
|
(353) |
|
- |
|
(56) |
Gafisa SPE 88 Emp. Im. Ltda. (d) |
- |
|
100 |
|
- |
|
16,404 |
|
- |
|
1,552 |
Gafisa SPE 89 Emp. Im. Ltda. |
100 |
|
100 |
|
62,353 |
|
50,636 |
|
9,914 |
|
11,049 |
Gafisa SPE 90 Emp. Im. Ltda. (d) |
- |
|
100 |
|
|
|
1,941 |
|
- |
|
2,384 |
Gafisa SPE 91 Emp. Im. Ltda. |
- |
|
100 |
|
- |
|
1,593 |
|
- |
|
(1,204) |
Gafisa SPE 92 Emp. Im. Ltda. (d) |
- |
|
100 |
|
- |
|
4,998 |
|
- |
|
1,214 |
Gafisa SPE 93 Emp. Im. Ltda. |
100 |
|
100 |
|
1,181 |
|
895 |
|
286 |
|
504 |
Gafisa SPE 94 Emp. Im. Ltda. |
100 |
|
100 |
|
4 |
|
4 |
|
- |
|
- |
Gafisa SPE 95 Emp. Im. Ltda. |
100 |
|
100 |
|
(15) |
|
(15) |
|
- |
|
- |
Gafisa SPE 96 Emp. Im. Ltda. |
100 |
|
100 |
|
(58) |
|
(58) |
|
- |
|
- |
Gafisa SPE 97 Emp. Im. Ltda. |
100 |
|
100 |
|
6 |
|
6 |
|
- |
|
- |
69
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
8. Investments in subsidiaries (Continued)
(i) Ownership interest (Continued)
(a) Information on subsidiaries and jointly-controlled subsidiaries (Continued)
|
Ownership interest - % |
Equity |
Profit/(loss) for the period | ||||||||
Direct investees |
09/30/2011 |
|
12/31/2010 |
|
09/30/2011 |
|
12/31/2010 |
|
09/30/2011 |
|
09/30/2010 |
Gafisa SPE 98 Emp. Im. Ltda. |
100 |
|
100 |
|
(37) |
|
(37) |
|
- |
|
- |
Gafisa SPE 99 Emp. Im. Ltda. |
100 |
|
100 |
|
(24) |
|
(24) |
|
- |
|
- |
Gafisa SPE 101 Emp. Im. Ltda. |
100 |
|
100 |
|
(5) |
|
(4) |
|
(1) |
|
(5) |
Gafisa SPE 102 Emp. Im. Ltda. |
80 |
|
80 |
|
(77) |
|
25 |
|
(102) |
|
7 |
Gafisa SPE 103 Emp. Im. Ltda. |
100 |
|
100 |
|
(40) |
|
(40) |
|
- |
|
- |
Gafisa SPE 104 Emp. Im. Ltda. |
50 |
|
50 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 105 Emp. Im. Ltda. |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 106 Emp. Im. Ltda. (d) |
- |
|
100 |
|
- |
|
5,558 |
|
- |
|
5,606 |
Gafisa SPE 107 Emp. Im. Ltda. (d) |
- |
|
100 |
|
- |
|
5,299 |
|
- |
|
6,995 |
Gafisa SPE 109 Emp. Im. Ltda. (d) |
- |
|
100 |
|
- |
|
371 |
|
- |
|
(1,591) |
Gafisa SPE 110 Emp. Im. Ltda. |
100 |
|
100 |
|
10,763 |
|
(916) |
|
3,367 |
|
(221) |
Gafisa SPE 111 Emp. Im. Ltda. |
100 |
|
100 |
|
4,077 |
|
(41) |
|
4,118 |
|
- |
Gafisa SPE 112 Emp. Im. Ltda. (d) |
- |
|
100 |
|
- |
|
3,201 |
|
- |
|
(124) |
Gafisa SPE 113 Emp. Im. Ltda. |
60 |
|
100 |
|
4,629 |
|
1 |
|
(2,164) |
|
- |
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. |
50 |
|
100 |
|
(30) |
|
1 |
|
(31) |
|
- |
Gafisa SPE 117 Emp. Im. Ltda. |
100 |
|
100 |
|
836 |
|
1 |
|
(1,191) |
|
- |
Gafisa SPE 118 Emp. Im. Ltda. |
100 |
|
100 |
|
3,381 |
|
1 |
|
- |
|
- |
Gafisa SPE 119 Emp. Im. Ltda. |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 120 Emp. Im. Ltda. |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 121 Emp. Im. Ltda. |
100 |
|
100 |
|
(53) |
|
1 |
|
(54) |
|
- |
Gafisa SPE 122 Emp. Im. Ltda. |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 123 Emp. Im. Ltda. |
100 |
|
100 |
|
(412) |
|
1 |
|
(413) |
|
- |
Gafisa SPE 124 Emp. Im. Ltda. |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 125 Emp. Im. Ltda. |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 126 Emp. Im. Ltda. |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 127 Emp. Im. Ltda. |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 128 Emp. Im. Ltda. |
100 |
|
80 |
|
1 |
|
1 |
|
- |
|
- |
O Bosque Empr. Imob. Ltda. |
60 |
|
60 |
|
9,834 |
|
8,791 |
|
(127) |
|
(70) |
Alto da Barra de São Miguel Emp.Imob. SPE Ltda. |
50 |
|
50 |
|
(11,304) |
|
(2,435) |
|
(8,869) |
|
3,550 |
Dep. José Lajes Emp. Im. SPE Ltda. |
50 |
|
50 |
|
(453) |
|
(459) |
|
6 |
|
(852) |
Sítio Jatiuca Emp Im.SPE Ltda. |
50 |
|
50 |
|
30,895 |
|
16,998 |
|
13,897 |
|
5,648 |
Reserva & Residencial Spazio Natura Emp. Im. SPE Ltda. |
50 |
|
50 |
|
1,378 |
|
1,379 |
|
(1) |
|
(12) |
Grand Park - Parque das Aguas Emp Im Ltda |
50 |
|
50 |
|
9,597 |
|
20,907 |
|
(11,680) |
|
9,488 |
Grand Park - Parque das Arvores Emp. Im. Ltda |
50 |
|
50 |
|
22,579 |
|
35,588 |
|
(11,647) |
|
14,302 |
Dubai Residencial Emp Im. Ltda. |
50 |
|
50 |
|
25,569 |
|
21,227 |
|
5,579 |
|
5,783 |
Costa Maggiore Emp. Im. Ltda. |
50 |
|
50 |
|
13,518 |
|
13,033 |
|
1,317 |
|
7,281 |
City Park Brotas Emp. Imob. Ltda. |
50 |
|
50 |
|
1,780 |
|
650 |
|
1,124 |
|
432 |
70
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
8. Investments in subsidiaries (Continued)
(i) Ownership interest (Continued)
(a) Information on subsidiaries and jointly-controlled subsidiaries (Continued)
|
Ownership interest - % |
Equity |
Profit/(loss) for the period | ||||||||
Direct investees |
09/30/2011 |
|
12/31/2010 |
|
09/30/2011 |
|
12/31/2010 |
|
09/30/2011 |
|
09/30/2010 |
City Park Acupe Emp. Imob. Ltda. |
50 |
|
50 |
|
2,481 |
|
1,531 |
|
942 |
|
715 |
Patamares 1 Emp. Imob. Ltda. |
50 |
|
50 |
|
12,520 |
|
7,187 |
|
5,441 |
|
618 |
Acupe Exclusive Emp. Imob. Ltda. |
50 |
|
50 |
|
648 |
|
361 |
|
286 |
|
(136) |
Manhattan Square Emp. Imob. Coml. 1 SPE Ltda. |
50 |
|
50 |
|
14,574 |
|
7,152 |
|
4,205 |
|
4,778 |
Manhattan Square Emp. Imob. Coml. 2 SPE Ltda. |
50 |
|
50 |
|
1,140 |
|
1,236 |
|
(96) |
|
(2) |
Manhattan Square Emp. Imob. Res. 1 SPE Ltda. |
50 |
|
50 |
|
(711) |
|
(3,376) |
|
1,275 |
|
11,124 |
Manhattan Square Emp. Imob. Res. 2 SPE Ltda. |
50 |
|
50 |
|
2,454 |
|
2,606 |
|
(152) |
|
(2) |
SPE Reserva Ecoville/Office - Emp Im. S.A. |
50 |
|
50 |
|
53,338 |
|
25,594 |
|
26,237 |
|
8,596 |
Graça Emp. Imob. SPE Ltda. |
50 |
|
50 |
|
736 |
|
755 |
|
(18) |
|
(431) |
Varandas Grand Park Emp. Im. Ltda. |
50 |
|
50 |
|
1,989 |
|
2,319 |
|
(325) |
|
2,222 |
FIT 13 SPE Emp. Imob. Ltda. |
50 |
|
50 |
|
33,883 |
|
19,328 |
|
16,555 |
|
2,506 |
SPE Pq Ecoville Emp Im S.A. |
50 |
|
50 |
|
14,604 |
|
3,385 |
|
11,219 |
|
(1,094) |
Apoena SPE Emp Im S.A. |
80 |
|
50 |
|
8,474 |
|
8,683 |
|
(209) |
|
(413) |
Parque do Morumbi Incorporadora Ltda. |
80 |
|
80 |
|
7,024 |
|
4,116 |
|
2,760 |
|
- |
Prime Grand Park Emp. Im. Ltda. |
50 |
|
50 |
|
(377) |
|
(250) |
|
(191) |
|
- |
Aram SPE Emp. Imob. Ltda. |
80 |
|
- |
|
14,358 |
|
- |
|
4,804 |
|
- |
71
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
8. Investments in subsidiaries (Continued)
(i) Ownership interest (Continued)
(b) Breakdown of investments
|
Ownership interest - % |
Investments |
Equity pickup | ||||||||
Direct investees |
09/30/2011 |
|
12/31/2010 |
|
09/30/2011 |
|
12/31/2010 |
|
09/30/2011 |
|
09/30/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
Construtora Tenda S.A. |
100 |
|
100 |
|
2,268,638 |
|
1,710,208 |
|
37,910 |
|
73,441 |
Alphaville Urbanismo S.A. |
60 |
|
60 |
|
194,160 |
|
121,055 |
|
72,395 |
|
33,306 |
Shertis Emp. Part. S.A. |
100 |
|
100 |
|
59,720 |
|
35,372 |
|
24,368 |
|
6,791 |
Gafisa FIDC (Note 5) |
100 |
|
100 |
|
17,260 |
|
16,895 |
|
- |
|
- |
Cipesa Empreendimentos Imobiliários S.A. |
100 |
|
100 |
|
51,298 |
|
49,046 |
|
2,252 |
|
4,353 |
|
|
|
|
|
2,591,076 |
|
1,932,576 |
|
136,925 |
|
117,891 |
|
|
|
|
|
|
|
|
|
|
|
|
Península SPE1 S.A. |
50 |
|
50 |
|
(1,199) |
|
(1,121) |
|
(78) |
|
541 |
Península SPE2 S.A. |
50 |
|
50 |
|
(1,296) |
|
12 |
|
(1,308) |
|
131 |
Res. das Palmeiras SPE Ltda. |
100 |
|
100 |
|
2,311 |
|
2,333 |
|
(22) |
|
76 |
Villaggio Panamby Trust S.A. |
50 |
|
50 |
|
2,217 |
|
2,100 |
|
117 |
|
(38) |
Dolce Vita Bella Vita SPE S.A. |
50 |
|
50 |
|
1,922 |
|
2,028 |
|
19 |
|
1,740 |
DV SPE S.A. |
50 |
|
50 |
|
992 |
|
979 |
|
13 |
|
24 |
Gafisa SPE 22 Emp. Im. Ltda. |
100 |
|
100 |
|
6,293 |
|
6,528 |
|
(235) |
|
464 |
Gafisa/Tiner Campo Belo I – Emp. Imob. SPE Ltda. |
45 |
|
45 |
|
1,535 |
|
2,766 |
|
119 |
|
(24) |
Jardim I Plan., Prom.Vd Ltda. |
100 |
|
100 |
|
5,633 |
|
7,820 |
|
(2,227) |
|
(201) |
Jardim II Plan., Prom.Vd Ltda. |
100 |
|
100 |
|
322 |
|
801 |
|
(489) |
|
1,602 |
Saíra Verde Emp. Imob. Ltda. |
70 |
|
70 |
|
503 |
|
438 |
|
65 |
|
60 |
Gafisa SPE 30 Emp. Im. Ltda. |
100 |
|
100 |
|
17,926 |
|
17,663 |
|
190 |
|
413 |
Verdes Praças Inc.Im.SPE Ltda |
100 |
|
100 |
|
26,884 |
|
26,730 |
|
154 |
|
94 |
Gafisa SPE 32 Emp. Im. Ltda. |
100 |
|
100 |
|
9,241 |
|
10,573 |
|
(1,331) |
|
2,650 |
Gafisa SPE 35 Emp. Im. Ltda. |
100 |
|
100 |
|
5,093 |
|
4,978 |
|
115 |
|
449 |
Gafisa SPE 36 Emp. Im. Ltda. |
100 |
|
100 |
|
8,788 |
|
6,995 |
|
1,749 |
|
857 |
Gafisa SPE 37 Emp. Im. Ltda. |
100 |
|
100 |
|
4,195 |
|
4,561 |
|
(406) |
|
210 |
Gafisa SPE 38 Emp. Im. Ltda. |
100 |
|
100 |
|
9,436 |
|
9,382 |
|
44 |
|
563 |
Gafisa SPE 39 Emp. Im. Ltda. |
100 |
|
100 |
|
5,157 |
|
4,729 |
|
412 |
|
318 |
Gafisa SPE 40 Emp. Im. Ltda. |
50 |
|
50 |
|
2,831 |
|
3,972 |
|
209 |
|
149 |
Gafisa SPE 41 Emp. Im. Ltda. |
100 |
|
100 |
|
32,613 |
|
32,186 |
|
413 |
|
588 |
Gafisa SPE 42 Emp. Im. Ltda. |
100 |
|
100 |
|
9,033 |
|
5,915 |
|
(1,735) |
|
(4,607) |
Gafisa SPE 44 Emp. Im. Ltda. |
40 |
|
40 |
|
1,496 |
|
1,485 |
|
- |
|
(2) |
Gafisa Vendas Int. Imob. Ltda |
100 |
|
100 |
|
(139) |
|
(1,522) |
|
(1,469) |
|
(1,812) |
Gafisa SPE 46 Emp. Im. Ltda. |
60 |
|
60 |
|
2,142 |
|
1,466 |
|
676 |
|
(1,163) |
Gafisa SPE 47 Emp. Im. Ltda. |
80 |
|
80 |
|
12,928 |
|
13,014 |
|
(87) |
|
(327) |
Gafisa SPE 48 S.A. (e) |
80 |
|
- |
|
44,221 |
|
- |
|
(1,373) |
|
- |
Gafisa SPE 49 Emp. Im. Ltda. |
- |
|
100 |
|
- |
|
295 |
|
(48) |
|
(8) |
Gafisa SPE 50 Emp. Im. Ltda. |
100 |
|
100 |
|
9,845 |
|
13,008 |
|
(3,163) |
|
1,400 |
Gafisa SPE 51 Emp. Im. Ltda. (e) |
100 |
|
- |
|
43,873 |
|
- |
|
207 |
|
- |
Gafisa SPE 53 Emp. Im. Ltda. |
100 |
|
100 |
|
7,628 |
|
7,152 |
|
476 |
|
2,756 |
Gafisa SPE 59 Emp. Im. Ltda. |
100 |
|
100 |
|
(11) |
|
(8) |
|
(3) |
|
(1) |
Gafisa SPE 61 Emp. Im. Ltda. |
100 |
|
100 |
|
(23) |
|
(21) |
|
(3) |
|
(1) |
Gafisa SPE 65 Emp. Im. Ltda. |
80 |
|
80 |
|
11,153 |
|
9,794 |
|
1,359 |
|
2,646 |
Gafisa SPE 68 Emp. Im. Ltda. |
100 |
|
100 |
|
(1) |
|
(1) |
|
(1) |
|
- |
Gafisa SPE 69 Emp. Im. Ltda. |
100 |
|
100 |
|
1,447 |
|
1,491 |
|
(222) |
|
(341) |
Gafisa SPE 70 Emp. Im. Ltda. |
55 |
|
55 |
|
7,605 |
|
7,111 |
|
(100) |
|
(9) |
72
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
8. Investments in subsidiaries (Continued)
a) Ownership interest (Continued)
(b) Breakdown of investments (Continued)
|
Ownership interest - % |
Investments |
Equity pickup | ||||||||
Direct investees |
09/30/2011 |
|
12/31/2010 |
|
09/30/2011 |
|
12/31/2010 |
|
09/30/2011 |
|
09/30/2010 |
Gafisa SPE 71 Emp. Im. Ltda. |
80 |
|
80 |
|
11,497 |
|
9,319 |
|
2,177 |
|
4,595 |
Gafisa SPE 72 Emp. Im. Ltda. |
100 |
|
100 |
|
17,026 |
|
4,845 |
|
12,181 |
|
510 |
Gafisa SPE 73 Emp. Im. Ltda. |
80 |
|
80 |
|
4,299 |
|
5,923 |
|
(1,624) |
|
(1,256) |
Gafisa SPE 74 Emp. Im. Ltda. |
100 |
|
100 |
|
(337) |
|
(335) |
|
(1) |
|
3 |
Gafisa SPE 75 Emp. Im. Ltda. |
100 |
|
100 |
|
(86) |
|
(76) |
|
(10) |
|
(3) |
Gafisa SPE 76 Emp. Im. Ltda. |
50 |
|
50 |
|
41 |
|
42 |
|
- |
|
- |
Gafisa SPE 79 Emp. Im. Ltda. |
50 |
|
100 |
|
(176) |
|
(16) |
|
(333) |
|
(14) |
Gafisa SPE 80 S.A. |
100 |
|
100 |
|
(12) |
|
(9) |
|
(3) |
|
(5) |
Gafisa SPE 81 Emp. Im. Ltda. (d) |
- |
|
100 |
|
- |
|
1,679 |
|
1,245 |
|
1,136 |
Gafisa SPE 83 Emp. Im. Ltda. |
100 |
|
100 |
|
(798) |
|
(368) |
|
(429) |
|
(98) |
Gafisa SPE 84 Emp. Im. Ltda. (d) |
- |
|
100 |
|
- |
|
14,653 |
|
649 |
|
1,015 |
Gafisa SPE 85 Emp. Im. Ltda. |
80 |
|
80 |
|
27,795 |
|
25,529 |
|
2,266 |
|
12,424 |
Gafisa SPE 87 Emp. Im. Ltda. (d) |
- |
|
100 |
|
- |
|
(353) |
|
(620) |
|
(56) |
Gafisa SPE 88 Emp. Im. Ltda. (d) |
- |
|
100 |
|
- |
|
16,404 |
|
3,304 |
|
1,552 |
Gafisa SPE 89 Emp. Im. Ltda. |
100 |
|
100 |
|
62,353 |
|
50,636 |
|
9,914 |
|
11,049 |
Gafisa SPE 90 Emp. Im. Ltda. (d) |
- |
|
100 |
|
- |
|
1,941 |
|
2,067 |
|
2,384 |
Gafisa SPE 91 Emp. Im. Ltda. |
- |
|
100 |
|
- |
|
1,593 |
|
192 |
|
(1,204) |
Gafisa SPE 92 Emp. Im. Ltda. (d) |
- |
|
100 |
|
- |
|
4,998 |
|
3,077 |
|
971 |
Gafisa SPE 93 Emp. Im. Ltda. |
100 |
|
100 |
|
1,181 |
|
895 |
|
286 |
|
504 |
Gafisa SPE 94 Emp. Im. Ltda. |
100 |
|
100 |
|
4 |
|
4 |
|
- |
|
- |
Gafisa SPE 95 Emp. Im. Ltda. |
100 |
|
100 |
|
(15) |
|
(15) |
|
- |
|
- |
Gafisa SPE 96 Emp. Im. Ltda. |
100 |
|
100 |
|
(58) |
|
(58) |
|
- |
|
- |
Gafisa SPE 97 Emp. Im. Ltda. |
100 |
|
100 |
|
6 |
|
5 |
|
- |
|
- |
Gafisa SPE 98 Emp. Im. Ltda. |
100 |
|
100 |
|
(37) |
|
(37) |
|
- |
|
- |
Gafisa SPE 99 Emp. Im. Ltda. |
100 |
|
100 |
|
(24) |
|
(24) |
|
- |
|
- |
Gafisa SPE 100 Emp. Im. Ltda. |
- |
|
- |
|
(5) |
|
- |
|
(1) |
|
(186) |
Gafisa SPE 101 Emp. Im. Ltda. |
100 |
|
100 |
|
(62) |
|
(4) |
|
(82) |
|
(5) |
Gafisa SPE 102 Emp. Im. Ltda. |
80 |
|
80 |
|
(40) |
|
20 |
|
- |
|
5 |
Gafisa SPE 103 Emp. Im. Ltda. |
100 |
|
100 |
|
- |
|
(40) |
|
- |
|
- |
Gafisa SPE 104 Emp. Im. Ltda. |
50 |
|
50 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 105 Emp. Im. Ltda. |
100 |
|
100 |
|
- |
|
1 |
|
3,660 |
|
- |
Gafisa SPE 106 Emp. Im. Ltda. (d) |
- |
|
100 |
|
- |
|
5,558 |
|
2,319 |
|
5,606 |
Gafisa SPE 107 Emp. Im. Ltda. (d) |
- |
|
100 |
|
- |
|
5,299 |
|
447 |
|
6,995 |
Gafisa SPE 109 Emp. Im. Ltda. (d) |
- |
|
100 |
|
10,763 |
|
371 |
|
3,367 |
|
(1,591) |
Gafisa SPE 110 Emp. Im. Ltda. |
100 |
|
100 |
|
4,077 |
|
(916) |
|
4,118 |
|
(221) |
Gafisa SPE 111 Emp. Im. Ltda. |
100 |
|
100 |
|
- |
|
(41) |
|
2,152 |
|
- |
Gafisa SPE 112 Emp. Im. Ltda. (d) |
- |
|
100 |
|
2,778 |
|
3,201 |
|
(1,298) |
|
(124) |
Gafisa SPE 113 Emp. Im. Ltda. |
60 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 114 Emp. Im. Ltda. |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 115 Emp. Im. Ltda. |
100 |
|
100 |
|
(15) |
|
1 |
|
(15) |
|
- |
Gafisa SPE 116 Emp. Im. Ltda. |
50 |
|
100 |
|
836 |
|
1 |
|
(1,191) |
|
- |
Gafisa SPE 117 Emp. Im. Ltda. |
100 |
|
100 |
|
3,381 |
|
1 |
|
- |
|
- |
Gafisa SPE 118 Emp. Im. Ltda. |
100 |
|
100 |
|
11,497 |
|
1 |
|
2,177 |
|
- |
73
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
8. Investments in subsidiaries (Continued)
a) Ownership interest (Continued)
(b) Breakdown of investments (Continued)
|
Ownership interest - % |
Investments |
Equity pickup | ||||||||
Direct investees |
09/30/2011 |
|
12/31/2010 |
|
09/30/2011 |
|
12/31/2010 |
|
09/30/2011 |
|
09/30/2010 |
Gafisa SPE 119 Emp. Im. Ltda. |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 120 Emp. Im. Ltda. |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 121 Emp. Im. Ltda. |
100 |
|
100 |
|
(53) |
|
1 |
|
(54) |
|
- |
Gafisa SPE 122 Emp. Im. Ltda. |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 123 Emp. Im. Ltda. |
100 |
|
100 |
|
(412) |
|
1 |
|
(413) |
|
- |
Gafisa SPE 124 Emp. Im. Ltda. |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 125 Emp. Im. Ltda. |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 126 Emp. Im. Ltda. |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 127 Emp. Im. Ltda. |
100 |
|
100 |
|
1 |
|
1 |
|
- |
|
- |
Gafisa SPE 128 Emp. Im. Ltda. |
100 |
|
80 |
|
1 |
|
1 |
|
- |
|
- |
O Bosque Empr. Imob. Ltda. |
60 |
|
60 |
|
5,901 |
|
5,275 |
|
(76) |
|
(42) |
Alto da Barra de São Miguel Emp.Imob. SPE Ltda. |
50 |
|
50 |
|
(5,652) |
|
(1,217) |
|
(4,434) |
|
1,775 |
Dep. José Lajes Emp. Im. SPE Ltda. |
50 |
|
50 |
|
(226) |
|
(229) |
|
3 |
|
(426) |
Sítio Jatiuca Emp Im. SPE Ltda. |
50 |
|
50 |
|
15,447 |
|
8,499 |
|
6,949 |
|
2,824 |
Reserva & Residencial Spazio Natura Emp. Im. SPE Ltda. |
50 |
|
50 |
|
689 |
|
690 |
|
(1) |
|
(6) |
Grand Park - Parque das Aguas Emp Im Ltda |
50 |
|
50 |
|
4,798 |
|
10,453 |
|
(5,840) |
|
5,537 |
Grand Park - Parque das Arvores Emp. Im. Ltda |
50 |
|
50 |
|
11,289 |
|
17,794 |
|
(5,823) |
|
7,204 |
Dubai Residencial Emp Im. Ltda. |
50 |
|
50 |
|
12,785 |
|
10,614 |
|
2,789 |
|
2,892 |
Costa Maggiore Emp. Im. Ltda. |
50 |
|
50 |
|
6,759 |
|
6,517 |
|
658 |
|
4,930 |
City Park Brotas Emp. Imob. Ltda. |
50 |
|
50 |
|
890 |
|
325 |
|
562 |
|
216 |
City Park Acupe Emp. Imob. Ltda. |
50 |
|
50 |
|
1,240 |
|
765 |
|
471 |
|
358 |
Patamares 1 Emp. Imob. Ltda |
50 |
|
50 |
|
6,260 |
|
3,593 |
|
2,720 |
|
309 |
Acupe Exclusive Emp. Imob. Ltda. |
50 |
|
50 |
|
324 |
|
181 |
|
143 |
|
(68) |
Manhattan Square Emp. Imob. Coml. 1 SPE Ltda. |
50 |
|
50 |
|
7,287 |
|
3,576 |
|
2,102 |
|
2,389 |
Manhattan Square Emp. Imob. Coml. 2 SPE Ltda. |
50 |
|
50 |
|
570 |
|
618 |
|
(48) |
|
(1) |
Manhattan Square Emp. Imob. Res. 1 SPE Ltda. |
50 |
|
50 |
|
(356) |
|
(1,688) |
|
637 |
|
4,932 |
Manhattan Square Emp. Imob. Res. 2 SPE Ltda. |
50 |
|
50 |
|
1,227 |
|
1,303 |
|
(76) |
|
(1) |
SPE Reserva Ecoville/Office - Emp Im. S.A. |
50 |
|
50 |
|
26,669 |
|
12,772 |
|
13,119 |
|
4,298 |
Graça Emp. Imob. SPE Ltda |
50 |
|
50 |
|
368 |
|
377 |
|
(9) |
|
(215) |
Varandas Grand Park Emp. Im. Ltda. |
50 |
|
50 |
|
994 |
|
1,159 |
|
(163) |
|
1,111 |
FIT 13 SPE Emp. Imob. Ltda |
50 |
|
50 |
|
16,942 |
|
9,664 |
|
8,278 |
|
1,253 |
SPE Pq Ecoville Emp Im S.A. |
50 |
|
50 |
|
7,302 |
|
1,693 |
|
5,609 |
|
(547) |
Apoena SPE Emp Im S.A. |
80 |
|
50 |
|
6,779 |
|
4,341 |
|
(167) |
|
(206) |
Parque do Morumbi Incorporadora Ltda. |
80 |
|
80 |
|
5,619 |
|
3,293 |
|
2,208 |
|
- |
Prime Grand Park Emp. Im. Ltda. |
50 |
|
50 |
|
(188) |
|
(125) |
|
(96) |
|
- |
Aram SPE Emp. Imob. Ltda |
80 |
|
- |
|
11,486 |
|
- |
|
3,755 |
|
- |
OCPC 01 Adjustment – interest capitalization |
|
|
|
|
6,539 |
4,146 |
- |
|
- |
|
- |
|
|
|
|
|
588,254 |
|
456,516 |
|
72,654 |
|
91,699 |
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loss on investments (c) |
|
|
|
|
11,221 |
|
8,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,190,551 |
|
2,397,319 |
|
209,579 |
|
209,590 |
|
|
|
|
|
|
|
|
|
|
|
|
Other investments (a) |
|
|
|
|
317,946 |
|
327,797 |
|
|
|
|
Goodwill on acquisition of subsidiaries (b) |
|
|
|
|
193,543 |
|
193,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments |
|
|
|
|
3,702,040 |
|
2,918,659 |
|
|
|
|
74
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
8. Investments in subsidiaries (Continued)
a) Ownership interest (Continued)
(b) Breakdown of investments (Continued)
(a) As described in Note 12, these investments comprise a portion of special partnership (SCP) that the Company started holding shares in such partnership that totals R$317,946 at September 30, 2011 (December 31, 2010 - R$327,797).
(b) See breakdown in Note 9.
(c) Provision for capital deficiency is recorded in heading “Payables to venture partners and other”.
(d) In the period ended September 30, 2011, a transfer of shares from this Company to the SCP was made for the respective carrying value per share.
(e) In the period ended September 30, 2011, a transfer of shares from the SCP to this Company was made for the respective carrying value per share.
9. Intangible assets
The breakdown is as follows:
|
Consolidated | |
|
09/30/2011 |
12/31/2010 |
|
Balance |
Balance |
Goodwill |
|
|
AUSA |
152,856 |
152,856 |
Cipesa |
40,687 |
40,687 |
|
|
|
|
193,543 |
193,543 |
Other intangible assets |
25,947 |
16,411 |
|
|
|
|
219,490 |
209,954 |
Other intangible assets refer to expenditures on acquisition and implementation of information systems and software licenses, amortized in five years.
Goodwill arises from the difference between the amount of acquisition and the equity of acquirees, calculated on acquisition date, and is based on the expectation of future economic benefits. These amounts are annually tested for impairment.
75
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
9. Intangible assets (Continued)
The Company did not estimate the recovery of the carrying amount of goodwill for the period ended September 30, 2011, once there was not any indication of possible impairment.
10. Loans and financing
|
|
Individual |
Consolidated | ||
Type of operation |
Annual interest rate |
09/30/2011 |
12/31/2010 |
09/30/2011 |
12/31/2010 |
|
|
|
|
|
|
Certificate of Bank Credit – CCB and working capital |
1.30 % to 2.20% + CDI |
672,725 |
531,905 |
849,406 |
664,471 |
National Housing System |
TR + 8.30 % to 12.68% |
137,510 |
365,098 |
598,712 |
745,707 |
Assumption of debt in connection with inclusion of subsidiaries ‘debt |
TR + 12% |
3,602 |
- |
3,602 |
- |
|
|
813,837 |
897,003 |
1,451,720 |
1,410,178 |
|
|
|
|
|
|
Current portion |
|
184,479 |
471,909 |
475,969 |
797,903 |
Non-current portion |
|
629,358 |
425,094 |
975,751 |
612,275 |
Rates
• CDI - Interbank Deposit Certificate;
• TR – Referential Rate.
Funding for developments – SFH, working capital, and CCB correspond to credit lines from financial institutions using the funding necessary to the development of the Company's ventures;
In June 2011, eight certificates of bank credit - CCBs were issued in the Company, totaling R$ 65 million. The CCBs are guaranteed by statutory lien on 30,485,608 shares in Gafisa SPE-89 Empreendimentos Imobiliários S.A.’s capital.
In AUSA, eight CCBs were issued, totaling R$ 55 million. The CCBs are guaranteed by statutory lien on 500,000 shares in Alphaville Ribeirão Preto Empreendimentos Imobiliários S.A.’s capital.
Funds from the aforesaid CCBs were allocated to develop residential projects. The CCBs contain restrictive covenants related mainly to the leverage rates and liquidity of the Company. Those covenants were complied with at September 30, 2011.
As of September 30, 2011, the Company and its subsidiaries have funds for approximately 108 ventures amounting to R$891,206 (Company – unaudited) and R$1,282,338 (consolidated – unaudited) that were approved to be released and will be used in future periods, to the extent that these developments progress physically and financially, according to the Company’s project schedule.
76
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
10. Loans and financing (Continued)
Non-current installments are due as follows:
|
Individual |
Consolidated | ||
Maturity |
09/30/2011 |
12/31/2010 |
09/30/2011 |
12/31/2010 |
2012 |
23,131 |
145,047 |
181,272 |
245,166 |
2013 |
101,460 |
58,519 |
209,890 |
119,912 |
2014 |
276,704 |
221,528 |
309,961 |
247,197 |
2015 onwards |
228,063 |
- |
274,628 |
- |
|
629,358 |
425,094 |
975,751 |
612,275 |
Loans and financing are guaranteed by sureties of the Company, mortgage of the units, as well as collaterals of rights to the credit, and the inflow of contracts already signed on future delivery of units (amount of R$1,319,252 - unaudited).
The Company has restrictive covenants under certain loans and financing that limit its ability to perform certain actions, such as the issuance of new debts, and that could require the early maturity or refinancing of loans if the Company does not fulfill such covenants. The ratio and minimum and maximum amounts required under such restrictive covenants, at September 30, 2011 and December 31, 2010, are disclosed in note 11.
Financial expenses of loans, financing and debentures are capitalized at cost of each venture and land, according to the use of funds, and allocated to P&L based on the criterion adopted for recognizing revenue, as shown below. The capitalization rate used in the determination of costs of loans eligible to capitalization was 12.51% at September 30, 2011.
|
Individual |
Consolidated | ||
|
9/30/2011 |
9/30/2010 |
9/30/2011 |
9/30/2010 |
|
|
|
|
|
Net financial charges |
188,965 |
178,773 |
361,320 |
265,760 |
Capitalized financial charges |
(80,045) |
(73,835) |
(165,355) |
(105,378) |
|
|
|
|
|
Net financial charges |
108,920 |
104,938 |
195,965 |
160,382 |
|
|
|
|
|
Financial charges included in Properties for sale |
|
|
|
|
|
|
|
|
|
Opening balance (Note 6) |
116,287 |
69,559 |
146,541 |
91,568 |
Capitalized financial charges |
80,045 |
73,835 |
165,355 |
105,378 |
Charges allocated to P&L |
(91,954) |
(51,261) |
(134,402) |
(81,625) |
|
|
|
|
|
Closing balance (Note 6) |
104,378 |
92,133 |
177,494 |
115,321 |
77
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
11. Debentures
In June 2008, the Company obtained approval for its Third Debenture Placement Program, which allows it to place R$ 1,000,000 in simple debentures with a general guarantee maturing in five years.
Under the Third Debenture Placement Program, the Company placed a series of 25,000 debentures in the total amount of R$250,000, with the below features.
In August 2009, the Company obtained approval for its sixth placement of nonconvertible simple debentures in two series, which have general guarantee, maturing in two years and unit face value at the issuance date of R$ 10,000, totaling R$ 250,000. In May 2010, the Company amended this indenture, changing the maturity for four years and ten months.
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.
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 shall be exclusively used in the financing of real estate ventures focused only on the popular segment.
In November 2010, the Company obtained approval for its eighth placement of nonconvertible simple debentures, in the amount of R$ 300,000, in two series, the first maturing on October 15, 2015, and the second on October 15, 2016.
78
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
11. Debentures (Continued)
|
|
|
|
Individual |
Consolidated | ||
Program/placement |
Principal |
Annual compensation |
Maturity |
9/30/2011 |
12/31/2010 |
9/30/2011 |
12/31/2010 |
|
|
|
|
|
|
|
|
Third program / first placement – Fifth placement |
250,000 |
107.20% CDI |
June 2013 |
262,173 |
253,355 |
262,173 |
253,355 |
Sixth placement |
250,000 |
CDI + 2% to 3.25% |
June 2014 |
120,984 |
109,713 |
120,984 |
109,713 |
Seventh placement |
600,000 |
TR + 10.20% |
December 2014 |
618,154 |
598,869 |
618,154 |
598,869 |
Eighth placement / First placement |
288,427 |
CDI + 1.95% |
October 2015 |
304,208 |
293,661 |
304,208 |
293,661 |
Eighth placement / Second placement |
11,573 |
IPCA + 7.96% |
October 2016 |
13,231 |
11,898 |
13,231 |
11,898 |
First placement (Tenda) |
600,000 |
TR + 8.22% |
April 2014 |
- |
- |
628,259 |
612,435 |
|
|
|
|
1,318,750 |
1,267,496 |
1,947,009 |
1,879,931 |
|
|
|
|
|
|
|
|
Current portion |
|
|
|
178,077 |
14.097 |
206.336 |
26.532 |
Non-Current portion |
1.140.673 |
1.253.399 |
1.740.673 |
1,853,399 | |||
Non-current installments are due as follows:
|
Individual |
Consolidated | ||
Maturity |
9/30/2011 |
12/31/2010 |
9/30/2011 |
12/31/2010 |
2012 |
- |
122,557 |
150,000 |
272,557 |
2013 |
422,368 |
422,557 |
722,368 |
722,557 |
2014 |
563,648 |
408,707 |
713,648 |
558,707 |
2015 |
148,945 |
293,866 |
148,945 |
293,866 |
2016 onwards |
5,712 |
5,712 |
5,712 |
5,712 |
|
1,140,673 |
1,253,399 |
1,740,673 |
1,853,399 |
The Company has restrictive debenture covenants which limit its ability to perform certain actions, such as the issuance of new debts, and that could require the early maturity or refinancing of loans if the Company does not fulfill these.
As mentioned in Note 4.2, the balance of restricted cash in guarantee to loans in investment funds in the amount of R$ 310,787 at September 30, 2011 (R$624,687 at December 31, 2010) is pledged to cover the ratio of restrictive debenture covenants.
79
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
11. Debentures (Continued)
The actual ratios and minimum and maximum amounts stipulated by these restrictive covenants at September 30, 2011 and at December 31, 2010 are as follows:
|
9/30/2011 |
12/31/2010 |
Fifth placement |
|
|
Total debt less SFH debt, less cash and cash equivalents and marketable securities (1) cannot exceed 75% of equity |
49% |
36% |
Total accounts receivable plus inventory of finished units required to be 2.2 times over net debt |
4.4 times |
4.6 times |
|
|
|
Seventh placement |
|
|
EBIT(2) balance shall be 1.3 times under the net financial expense |
-3.1 times |
-10.7 times |
Total accounts receivable plus inventory of finished units required to be 2.0 times over net debt less debt of projects (3) |
17.0 times |
73.2 times |
Total debt less debt of projects, less cash and cash equivalents and marketable securities(1) cannot exceed 75% of equity plus non-controlling interest |
16,4% |
3.5% |
|
|
|
Eighth placement – first and second placement |
|
|
Total accounts receivable plus inventory of finished units required to be 2.0 times over net debt less debt of projects |
17.0 times |
73.2 times |
Total debt less debt of projects, less cash and cash equivalents and marketable securities(1) cannot exceed 75% of equity plus non-controlling interest |
16.4% |
3.5% |
|
|
|
First placement – Tenda |
|
|
The EBIT(2) balance shall be 1.3 times over the net financial expense or lower than zero |
9.3 times |
5.7 times |
The debt ratio, calculated as total accounts receivable plus inventory, divided by net debt plus project debt, must be > 2 or < 0, where TR(4) + TE(5) are always > 0 |
-11.2 |
-11.8 |
The Maximum Leverage Ratio, calculated as total debt less general guarantees divided by equity, must not exceed 50% of equity. |
18% |
21% |
|
|
|
(1) Cash and cash equivalents and marketable securities refer to cash and cash equivalents, marketable securities, restricted cash in guarantee to loans, and restricted credits. (2) EBIT refers to gross profit less selling, general and administrative expenses plus other net operating income. (3) Project debt and general guarantee debt refer to SFH debts, defined as the sum of all disbursed borrowing contracts, funds of which were provided by SFH, as well as the debt related to the seventh placement. (4) Total receivables (5) Total inventory |
At September 30, 2011, the Company is in compliance with the aforementioned clauses and other non-restrictive clauses.
80
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
11. Debentures (Continued)
Expenses for placement of debentures and their effective interest rates are shown below:
Placement |
Transaction cost |
Effective interest rate |
Cost of transaction to be allocated |
|
|
|
|
Fifth placement |
1,179 |
11.66% |
786 |
Sixth placement |
2,077 |
Series 1: 12.60% |
992 |
Series 2: 10.88% | |||
Seventh placement |
7,051 |
11.00% |
4,468 |
Eight placement |
3,081 |
Series 1: 14.87% |
2,571 |
Series 2: 13.54% | |||
First placement (Tenda) |
924 |
9.79% |
493 |
|
|
|
|
|
14,312 |
|
9,310 |
|
|
|
|
Current portion |
|
|
2.699 |
Non-current portion |
|
|
6.611 |
12. Payables to venture partners and other
|
Individual |
Consolidated | ||
|
9/30/2011 |
12/31/2010 |
9/30/2011 |
12/31/2010 |
|
|
|
|
|
Payable to venture partners (a) |
300,000 |
300,000 |
380,000 |
380,000 |
Current accounts related to developments (Note 18.1) |
50,744 |
- |
- |
- |
Credit assignments (b) |
290,621 |
37,714 |
462,054 |
88,442 |
Acquisition of investments |
2,286 |
3,094 |
20,911 |
23,062 |
Other accounts payable |
61,380 |
42,388 |
113,032 |
72,722 |
Rescission reimbursement payable and provisions |
- |
- |
43,738 |
31,272 |
Mandatory dividends to investors |
- |
- |
11,495 |
24,264 |
FIDC obligations (b) |
- |
- |
7,666 |
18,070 |
Provision for warranty |
23,984 |
22,391 |
46,185 |
39,025 |
Deferred Pis and Cofins |
|
- |
35,583 |
29,328 |
Provision for capital deficiency |
11,221 |
8,227 |
- |
- |
Usufruct on shares (c) |
45,000 |
- |
80,000 |
- |
|
|
|
|
|
|
785,236 |
413,814 |
1,200,664 |
706,185 |
|
|
|
|
|
Current portion |
275,183 |
105,340 |
328,055 |
149,952 |
Non-current portion |
510,053 |
308,474 |
872,609 |
556,233 |
81
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
12. Payables to venture partners and other (Continued)
(a) In relation to the individual financial statements, in January 2008, the Company formed an unincorporated venture (SCP), the main objective of which is to hold interest in other real estate development companies, which shall have as main objective the development and carrying out of real estate ventures. As of September 30, 2011, the SCP received contributions of R$ 313,084 (represented by 13,084,000 Class A units of interest fully paid-in by the Company and 300,000,000 Class B units of interest from the other venture partners). The SCP will preferably use these funds to acquire equity investments and increase the capital of its investees. As a result of this operation, as a precaution and considering that the decision to invest or not is made jointly by all members, thus independent from Company management decision, as of September 30, 2011, “payables to venture partners” were recognized in the amount of R$ 300,000 maturing on January 31, 2014. The venture partners receive an annual minimum dividend substantially equivalent to the variation in the Interbank Deposit Certificate (CDI) rate, as of September 30, 2011, the amount accrued totaled R$6,186. The SCP's charter provides for the compliance with certain covenants by the Company, in its capacity as lead partner, which include the maintenance of minimum ratio of net debt and receivables. As of September 30, 2011, the Company was in compliance with these clauses.
In relation to the consolidated financial statements, in April 2010, subsidiary Alphaville Urbanismo S.A. paid-in the capital of an entity, the main objective of which is to hold interest in other companies, which shall have as main objective the development and carrying out of real estate ventures. As of September 30, 2011, this entity subscribed capital and paid-in capital reserve amounting to R$ 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, as a precaution and taking into consideration the rights to which the holders of preferred shares are entitled, such as payment of fixed dividends and redemption, as of September 30, 2011, payables to investors/venture partners are recognized at R$ 80,000, with final maturity on March 31, 2014. The preferred shares shall pay cumulative fixed dividends, substantially equivalent to the variation of the General Market Prices Index (IGP-M) plus 7.25% p.a., as of September 30, 2011, the provisioned amount totals R$5,308. The Company’s articles of incorporation sets out that certain matters shall be submitted for approval by preferred shareholders through vote, such as the rights conferred by such shares, increase or reduction in capital, use of profits, set up and use of any profit reserve, and disposal of assets As of September 30, 2011, the Company is in compliance with the above-described clauses.
Dividend amounts are reclassified as financial expenses in the financial statements.
(b) It refers to the operation on assignment of receivables portfolio (see Note 5(ii), (iii) and (iv)).
(c) As part of the funding through issuance of Certificates of Bank Credit– CCB, described in Note 10, the Company and subsidiary AUSA entered into a paid usufruct agreement in connection with 100% of the preferred shares in SPE-89 Empreendimentos Imobiliários S.A. and Alphaville Ribeirão Preto Empreendimentos Imobiliários S.A., for six years, having raised R$ 45,000 and R$ 35,000, respectively. These are recorded based on the effective interest method of amortization.
82
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
13. Provisions for legal claims and commitments
The Company and its subsidiaries are parties to lawsuits and administrative claims at various courts and government agencies that arise from the ordinary course of business, involving tax, labor, civil lawsuits and other matters. Management, based on information provided by its legal counsel, analyzed 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 probable losses inherent in pending claims.
In the quarter ended September 30, 2011, the changes in the provision are summarized as follows:
Individual |
Civil claims |
Tax claims |
Labor claims |
Total |
Balance at December 31, 2010 |
81,153 |
640 |
5,168 |
86,961 |
Additional provision |
13,001 |
409 |
14,542 |
27,952 |
Payment and reversal of provision not used |
(4,978) |
(25) |
(8,384) |
(13,387) |
Balance at September 30, 2011 |
89,176 |
1,025 |
11,325 |
101,526 |
|
|
|
|
|
Current portion |
|
|
|
27,770 |
Non-current portion |
|
|
|
73,756 |
Consolidated |
Civil claims |
Tax claims |
Labor claims |
Total |
Balance at December 31, 2010 |
102,828 |
12,110 |
23,755 |
138,693 |
Additional provision |
15,996 |
1,124 |
24,739 |
41,859 |
Payment and reversal of provision not used |
(12,465) |
(46) |
(16,321) |
(28,832) |
Balance at September 30, 2011 |
106,359 |
13,188 |
32,173 |
151,720 |
|
|
|
|
|
Current portion |
|
|
|
27,770 |
Non-current portion |
|
|
|
123,950 |
(i) Civil, tax and labor claims
(a) As of September 30, 2011, the provisions related to civil claims include R$73,756 related to lawsuits in which the Company is included as successor in enforcement actions and in which the original debtor is a former shareholder of Gafisa, Cimob Companhia Imobiliária (“Cimob”), among other companies. The plaintiff understands that the Company should be liable for the debts of Cimob. Some lawsuits, amounting to R$ 6,402, are backed by guarantee insurance; in addition, there are judicial deposits amounting to R$53,318, in connection with the restriction of the usage of the Gafisa’s bank accounts; and there is the restriction referring to the use of Gafisa’s treasury stock to guarantee the enforcement as well.
83
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
13. Provision for legal claims and commitments (Continued)
(i) Civil, tax and labor claims (Continued)
The Company is filing appeals against all decisions, as it considers that the inclusion of Gafisa in the claims 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 final decision on the Company’s appeal, however, cannot be predicted at present.
(b) Subsidiary AUSA is a party to legal and administrative claims related to Federal VAT (IPI) and State VAT (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 rated by legal counsel as (i) probable in regard to the principal and interest, and (ii) remote in regard to the fine for noncompliance with accessory liabilities. The contingency amount rated by legal counsel as a probable loss, inherent in the claim above, reaches R$11,630 and is provisioned at September 30, 2011.
(c) As of September 30, 2011, the Company and its subsidiaries were subject to labor lawsuits, which had the most varied characteristics and at various court levels, and is awaiting judgment. These claims corresponded to a total maximum risk of R$109,758. Based on the opinion of the Company’s legal counsel and the expected favorable outcome, as well as on the negotiation that shall be made, the provisioned amount is considered sufficient by management to cover expected losses
The Company and its subsidiaries have judicially deposited the amount of R$ 83,838 (Company) and R$ 102,383 (consolidated) (Note 7) in connection with the aforementioned legal claims.
In addition, the Company and its subsidiaries are aware of other claims and civil, labor and tax risks at September 30, 2011 based on the assessment of its legal counsel, in which loss is possible, but not probable, in the approximate amount of R$381,582, based on the historical average of claim monitoring, for which the Company understands that it is not necessary to record a provision for possible losses.
(d) Environmental risk
There are various environmental laws at the federal, state and municipal levels. These environmental laws may result in delays for the Company in connection with adjustments for compliance and other costs, and prevent or restrict ventures. Before acquiring a land, the Company assesses all necessary and applicable environmental issues, including the possible existence of hazardous or toxic materials, residual substance, trees, vegetation and the proximity of the land to permanent preservation areas. Therefore, before acquiring land, the Company obtains all governmental approvals, including environmental licenses and construction permits.
84
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
(i) Civil, tax and labor claims (Continued)
In addition, the environmental legislation establishes criminal, civil and administrative sanctions to individuals and legal entities for activities considered as environmental infringements or offense. The penalties include the suspension of development activities, loss of tax benefits, confinement and fine.
(ii) Payables related to the completion of real estate ventures
The Company and its subsidiaries are committed to deliver real estate units that will be built in exchange for the acquired land, and to guarantee the release of financing, in addition to guaranteeing the installments of the financing to customers over the construction period.
The Company is also committed to completing units sold and to comply with the Laws regulating the civil construction sector, including the obtainment of licenses from the proper authorities, and compliance with the terms for starting and delivering the ventures, subject to legal and contractual penalties.
As described in Note 4, at September 30, 2011, the Company and its subsidiaries have resources approved and recorded as short-term investments guaranteed, which will be released as ventures progress in the total amount of R$43,838 (Company) and R$65,813 (consolidated) to meet restrictive clause rate commitments.
The Company has obligations arising from commitments to suppliers for future delivery regarding the purchase of materials to be used in the construction process of units.
14. Payables for purchase of land and advances from customers
|
Individual |
Consolidated | ||
|
09/30/2011 |
12/31/2010 |
09/30/2011 |
12/31/2010 |
|
|
|
|
|
Obligations for purchase of land |
167,373 |
126,093 |
480,621 |
370,482 |
Present value adjustment |
(5,766) |
(15,905) |
(13,122) |
(16,796) |
Advances from customers |
|
|
|
|
Development and sales |
20,832 |
18,086 |
104,592 |
158,145 |
Barter transaction – land (Note 6) |
31,605 |
41,018 |
92,205 |
86,228 |
|
|
|
|
|
|
214,044 |
169,292 |
664,296 |
598,059 |
|
|
|
|
|
Current portion |
152,647 |
126,294 |
469,642 |
420,199 |
Non-current portion |
61,397 |
42,998 |
194,654 |
177,860 |
85
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
14. Payables for purchase of land and advances from customers (Continued)
The total amount of reversal of present value adjustment, calculated at the rate mentioned in Note 5(i) to the financial statements at December 31, 2010, recognized in costs of properties for sale in the period ended September 30, 2011 amounted to R$10,139 in the Company and R$3,674 in the consolidated.
15. Equity
15.1 Capital
As of September 30, 2011, the Company's authorized and paid-in capital totaled R$2,734,155, represented by 432,515,801 registered common shares without par value, of which 599,486 were held in treasury.
In the period ended September 30, 2011 there was no change in common shares held in treasury.
Treasury shares - 09/30/2011 |
| ||||
Symbol |
GFSA3 |
|
|
|
|
Class |
- |
|
|
|
|
Type |
Common |
R$ |
% |
R$ thousand |
R$ thousand |
Acquisition date |
Number |
Weighted average price |
% on outstanding shares |
Market value |
Carrying amount |
11/20/2001 |
599,486 |
2.8880 |
0.14% |
3,219 |
1,731 |
(*)Market value calculated based on the closing share price at September 30, 2011 of R$ 5.37.
The Company holds shares in treasury in order to guarantee the enforcement of claims (Note 13).
According to the Company’s Articles of Incorporation, capital may be increased without the need to make amendments to them, 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.
86
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
15. Equity (Continued)
15.1 Capital (Continued)
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 issuance of 85,100,000 shares, comprising 46,634,420 shares in Brazil and 38,465,580 ADSs.
On April 29, 2011, the distribution of minimum mandatory dividends for 2010 amounting to R$ 98,812 was approved.
On May 27, 2010, the increase in capital amounting to R$20,282 was approved, with the issuance of 9,797,792 shares, arising from the acquisition of Shertis’ shares (Note 1).
On August 30, 2011, the increase in capital was approved in the amount of R$3,366 with the issuance of 378,062 shares, in view of the exercise over the last 30 days of stock options.
During the period ended September 30, 2011, the increase in capital by R$4,957 was approved, related to the stock option plan and the exercise of 1,000,426 common shares.
The change in the number of outstanding shares was as follows:
|
Common shares – in thousands |
December 31, 2010 |
430,915 |
Exercise of stock option |
1,000 |
|
|
September 30, 2011 |
431,915 |
Treasury shares |
600 |
Authorized shares at September 30, 2010 |
432,515 |
15.2 Allocation of net income for the year
Pursuant to the Company’s Articles of Incorporation, net income for the year was allocated as follows: (i) 5% to legal reserve, reaching up to 20% of capital or when the legal reserve balance plus capital reserves is in excess of 30% of capital, and (ii) 25% of the remaining balance to pay mandatory dividends.
On March 21, 2007 the setting up of a statutory reserve became a requirement, pursuant to article 50 of the Company’s Articles of Incorporation, consolidated on June 9, 2011. Accordingly, the setting up of such reserve shall be carried out at an amount not in excess of 71.25% of net income, for the purpose of financing the expansion of the activities of the Company and its subsidiaries, including through subscription of capital increases or creation of new ventures, participation in consortia or other types of partnership in order to fulfill corporate objective.
87
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
88
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
15. Equity (Continued)
15.3 Stock option plans
The expenses arising from the granting of shares recorded for the period ended September 30, 2011 are as follows:
|
09/30/2011 |
09/30/2010 |
|
|
|
Gafisa |
9,946 |
5,423 |
Tenda |
1,659 |
2,865 |
Alphaville |
1,184 |
554 |
|
12,789 |
8,842 |
(i) Gafisa
Company management uses the Binomial and Monte Carlo models for pricing the options granted because of its understanding that these models are capable of including and calculating with a wider range the variables and assumptions comprising the plans of the Company.
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 shares to be exercised under the plans.
To be eligible for the 2006 and 2007 plans, employees are required to contribute at least 70% of the annual bonus received to exercise the options, under penalty of losing the right to exercise all options of subsequent lots.
The Company and its subsidiaries record the amounts received from employees in an account of advances in liabilities. No advances were received in the period ended September 30, 2011.
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 for ten years after their contribution.
89
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
15. Equity (Continued)
15.3 Stock option plans (Continued)
(i) Gafisa (Continued)
The Company and its subsidiaries may decide to issue new shares or transfer the treasury shares to the employees and executive officers in accordance with the clauses established in the plans. The Company and its subsidiaries have the right of first refusal on shares issued under the plans in the event of dismissal and retirement. In such cases, the amounts advanced are returned to the plan beneficiaries, 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) and the amount inflation-indexed (IGP-M) plus annual interest at 3%.
In 2008, the Company and its subsidiaries issued a new stock option plan. In order to become eligible for the grant, beneficiaries 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 incremental fair value granted as a result of such modification is R$ 3,529, recognized to the extent services are provided by employees and management members.
The assumptions adopted for calculating the fair value to be used in the recognition of the stock option plan for 2009 were the following: expected volatility at 40% p.a., expected dividends on shares at 1.91%, and risk-free interest rate at 8.99% p.a. The volatility was set based on the regression analysis of the relation between return on Gafisa’s shares and that of Ibovespa.
90
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
15. Equity (Continued)
15.3 Stock option plans (Continued)
(i) Gafisa (Continued)
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 incremental fair value granted as a result of these modifications is R$ 6,824. The assumptions made in the calculation of incremental value were as follows: expected volatility at 40%, expected dividends on shares at 1.91%, and risk-free interest rate at 8.99%.
On August 4, 2010, a new stock option plan was issued by the Company for granting a total of 626,061 options. The assumptions adopted in the recognition of the stock option plan for 2010 were the following: expected volatility at 40%, expected dividends at 1.08%, and risk-free interest rate at 10.64%. The volatility was determined based on the regression analysis of the relation between the estimated volatility of Gafisa and that of Ibovespa.
On April 1, 2011, a stock option plan was issued by the Company, granting 1,435,000 options. The assumptions adopted in the recognition of the stock option plan for 2011 were: expected volatility at 40%, expected dividends at 1.90% , and risk-free interest rate at 10.64%. The volatility was determined based on the regression analysis of the relation between the estimated volatility of Gafisa and that of Ibovespa.
On July 13, 2011, a stock option plan was issued by the Company, granting 11,420,000 options. The assumptions adopted in the recognition of the stock option plan for 2011 were: expected volatility at 40%, expected dividends at 1.90%, and risk-free interest rate at 12.16%. The volatility was determined based on the regression analysis of the relation between the estimated volatility of Gafisa and that of Ibovespa.
91
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
15. Equity (Continued)
15.3 Stock option plans (Continued)
(i) Gafisa (Continued)
The changes in the number of stock options and corresponding weighted average exercise prices are as follows:
|
Sep/2011 |
Dec/2010 | ||
|
Number of options (ii) |
Weighted average exercise price |
Number of options (ii) |
Weighted average exercise price |
Options outstanding at the beginning of the year |
8,787,331 |
11,97 |
10,245,394 |
12,18 |
Transfer of Tenda option plans |
|
|
2,338,380 |
4,39 |
Options granted |
12,855,000 |
10,60 |
626,061 |
12,10 |
Options exercised (i) |
(846,404) |
12,29 |
(2,463,309) |
8,30 |
Options expired |
(36,110) |
8,12 |
- |
- |
Options forfeited |
(3,608,164) |
13,88 |
(1,959,195) |
4,54 |
|
|
|
|
|
Options outstanding at the end of the year/period |
17,151,653 |
8,65 |
8,787,331 |
11,97 |
|
|
|
|
|
Options exercisable at the end of the year/period |
1,991,712 |
9,81 |
1,364,232 |
12,18 |
(i) In the periods ended September 30, 2011 and December 31, 2010, the amount received in the consolidated through exercised options was R$4,957 and R$9,736, respectively.
(ii) The number of options considers the split of shares approved on February 22, 2010.
The analysis of prices is as follows, considering the split of shares on February 22, 2010:
|
Reais |
|
|
09/30/2011 |
12/31/2010 |
|
|
|
Exercise price per option at the end of the period |
4.57-22.79 |
4.57-22.79 |
|
|
|
Weighted average exercise price at the option grant date |
9.03 |
10.36 |
|
|
|
Weighted average market price per share at the grant date |
10.03 |
10.10 |
|
|
|
Market price per share at the end of the period/year |
5.37 |
12.04 |
92
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
15. Equity (Continued)
15.3 Stock option plans (Continued)
(i) Gafisa (Continued)
The options granted will confer on 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.
The dilution percentage at September 30, 2011 stood at 0.81% corresponding to earnings after dilution of R$0.1948 (R$0.1963 before dilution).
In the period ended September 30, 2011 the Company recognized the amounts of R$9,946 (Company) and R$12,789 (consolidated), as operating expenses. The amounts recognized in the Company are recorded in capital reserve in equity
(ii) Tenda
Subsidiary 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 a maximum of 5% of total capital and approved by the Board of Directors, establish 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 June 2008, a stock option plan was issued by the Company for granting 1,090,000 options. The assumptions used in estimating the fair value that will base the recognition of the stock option plan for 2008 were as follows: expected volatility at 81.5% per year, without dividends expected on the shares, and risk-free interest rate at 8.65%.
93
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
15. Equity (Continued)
15.3 Stock option plans (Continued)
(ii) Tenda (Continued)
In April 2009, two stock option plans were issued by the Company for granting 3,500,000 options under plan 1, and 1,350,712 options under plan 2. The assumptions used in estimating the fair value that will base the recognition of stock option plan 1 for 2009 were as follows: expected volatility at 81.5% per year, without dividends expected on the shares, and risk-free interest rate at 8.82%. The assumptions used in estimating the fair value that will base the recognition of the stock option plan 2 for 2009 were as follows: expected volatility at 81.5% p.a., expected dividends on shares at 1.91%, and risk-free interest rate at 8.60%.
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. The stock option may be exercised by beneficiaries, who shall partially use their annual bonuses, as awarded, within 10 years subsequent to the initial date of the work period established in each of the plans. The shares are usually available to employees from two to five years after their contribution.
94
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
15. Equity (Continued)
15.3 Stock option plans (Continued)
(ii) Tenda (Continued)
In the period ended September 30, 2011, Tenda recorded stock option plan expenses amounting to R$1,659.
Due to the acquisition by Gafisa of the total outstanding shares issued by Tenda, the stock option plans related to Tenda shares were transferred to the Company Gafisa, responsible for share issuance. At September 30, 2011, the amount of R$13,650, related to the reserve for granting options of Tenda, is recognized under the heading “other accounts receivable in current accounts” related to real estate ventures of Gafisa (Note 18).
(iii) AUSA
Subsidiary AUSA has three stock option plans - the first one launched in 2007, which was approved on June 26, 2007 at the Annual Shareholders' Meeting and the Board of Directors’ Meetings.
On June 1, 2010, two new stock option plans were issued by the Company for granting a total of 738 options. The assumptions adopted in the recognition of the stock option plan for 2010 were the following: expected volatility at 40% and risk-free interest rate at 9.39%. The volatility was determined based on the regression analysis of the relation between the estimated volatility of Gafisa and that of Ibovespa.
On April 1, 2011, a stock option plan was launched by the Company, for granting a total of 364 options. The assumptions adopted in the recognition of the stock option plan for 2010 were: expected volatility at 40%, and risk-free interest rate at 10.64%. The volatility was determined based on the regression analysis of the relation between the estimated volatility of Gafisa and that of Ibovespa.
95
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
15. Equity (Continued)
15.3 Stock option plans (Continued)
(iii) AUSA (Continued)
The changes in the number of stock options and their corresponding weighted average exercise prices for the year are as follows:
|
Sep/2011 |
Dec/2010 | ||
|
Number of options |
Weighted average exercise price – Reais |
Number of options |
Weighted average exercise price - Reais |
Options outstanding at the beginning of the year |
1,932,000 |
8.01 |
1,557,000 |
6.47 |
Options granted |
364,000 |
10.48 |
738,000 |
10.48 |
Options exercised |
(133,000) |
7.81 |
(46,000) |
7.61 |
Options forfeited /sold |
(452,000) |
7.81 |
(317,000) |
7.61 |
Options outstanding at the end of the year/period |
1,711,000 |
8.77 |
1,932,000 |
8.01 |
The dilution percentage at September 30, 2011 stood at 0.0005%, corresponding to earnings per share after dilution of R$0.835738 (R$0.835742 before dilution).
The market value of each option granted was estimated at the grant date using the Binomial option pricing model.
AUSA recorded expenses for the stock option plan amounting to R$1,184 for the period ended September 30, 2011.
96
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
16. Income and social contribution taxes
(i) Current income and social contribution taxes
The reconciliation of the effective tax rate for the periods ended September 30, 2011 and 2010, is as follows:
|
Consolidated | |
|
09/30/2011 |
09/30/2010 |
|
|
|
Profit before income and social contribution taxes, and statutory interest |
137,041 |
350,631 |
Income tax calculated at the applicable rate – 34% |
(46,717) |
(119,214) |
Net effect of subsidiaries whose taxable profit is calculated as a percentage of gross sales |
27,237 |
75,043 |
Tax losses (used) |
1 |
115 |
Stock option plan |
(4,348) |
(3,006) |
Other permanent differences |
(3,279) |
(7,971) |
Total current and deferred tax expenses |
(27,106) |
(55,033) |
|
|
|
Tax expenses - current |
(37,698) |
(27,384) |
Tax expenses – deferred |
10,592 |
(27,694) |
(ii) Deferred income and social contribution taxes
Deferred income and social contribution 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.
The Company recognized tax assets on social contribution tax losses for prior years, which do not have statute of limitations, and offset of which is limited to 30% of annual taxable profit, as such taxable profit is likely to be available for offsetting temporary differences.
The carrying amount of a deferred tax asset is periodically reviewed, and the projections are annually reviewed, in case that there are significant factors that may modify the projections, the latter having been reviewed during the year by the Company and approved by the Supervisory Board.
97
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
16. Deferred income and social contribution taxes (Continued)
(ii) Deferred income and social contribution taxes (Continued)
Deferred income and social contribution taxes are as follows:
|
| |||
|
Individual |
Consolidated | ||
|
09/30/2011 |
12/31/2010 |
09/30/2011 |
12/31/2010 |
Assets |
|
|
|
|
Provisions for legal claims |
37,635 |
29,567 |
37,635 |
43,715 |
Temporary differences – deferred PIS and COFINS |
20,488 |
23,240 |
42,968 |
46,656 |
Temporary differences – CPC adjustment |
40,973 |
35,221 |
63,957 |
45,926 |
Other provisions |
14,986 |
25,799 |
40,118 |
31,954 |
Income and social contribution tax losses |
42,772 |
27,210 |
147,854 |
162,081 |
Tax credits from downstream acquisition |
- |
- |
11,210 |
7,472 |
|
156,855 |
141,037 |
353,212 |
337,804 |
|
|
|
|
|
Liabilities |
|
|
|
|
Negative goodwill |
90,101 |
90,101 |
90,101 |
90,101 |
Temporary differences |
14,862 |
10,458 |
33,723 |
20,104 |
Differences between income taxed on a cash basis and recorded on an accrual basis |
65,389 |
65,453 |
277,247 |
314,204 |
|
170,352 |
166,012 |
401,071 |
424,409 |
At September 30, 2011, R$28,154 inherent in deferred income and social contribution taxes regarding the taxation of income between cash and accrual basis in the short term, calculated pursuant the presumed income-based taxation system, are classified in the heading Tax Obligations.
The Company calculates its taxes based on the recognition of P&L proportionally to the receipt of the contracted sales, in accordance with the tax rules determined by the Brazilian IRS (SRF) Revenue Procedure No. 84/79, which differs from the calculation of the accounting revenues based on the costs incurred versus total estimated cost. The tax base will crystallize over an average period of four years as cash inflows arise and corresponding projects are concluded.
Gafisa has not recorded a deferred income tax asset on social contribution tax losses of its subsidiaries amounting to R$9,143 at September 30, 2011, which are under the taxable profit regime, and do not have a history of taxable profit over the last three years, except in subsidiary Tenda.
Management considers that deferred tax assets arising from temporary differences will be realized as the contingencies and events are settled.
98
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
16. Deferred income and social contribution taxes (Continued)
(ii) Deferred income and social contribution taxes (Continued)
Based on estimated future taxable profit of Gafisa, the expected recovery of the deferred income and social contribution tax losses of the Company and its subsidiary Tenda is as follows:
|
Individual |
Consolidated |
2011 |
- |
6,597 |
2012 |
- |
16,785 |
2013 |
- |
23,011 |
2014 |
7,937 |
31,282 |
2015 |
10,394 |
40,965 |
Other |
24,441 |
29,214 |
Total |
42,772 |
147,854 |
17. Financial instruments
The Company and its subsidiaries participate in operations involving financial instruments. These instruments are managed through operational strategies and internal control aimed at liquidity, return and safety. The contracting of financial instruments for hedging purposes 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 versus conditions prevailing in the market. The result from these operations is consistent with the policies and strategies devised by Company management. Company and its subsidiaries operations are subject to the risk factors described below:
(i) Risk considerations
a) Credit risk
The Company and its subsidiaries restrict their exposure to credit risks associated with cash and cash equivalents, by investing in financial institutions considered highly rated and in short-term securities.
99
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
17. Financial instruments (Continued)
(i) Risk considerations (Continued)
a) Credit risk (Continued)
With regards to accounts receivable, the Company restricts its exposure to credit risks through sales to a broad base of customers and ongoing credit analysis. Additionally, there is no significant history of losses due to the existence of liens for the recovery of its products in the cases of default during the construction period. As of September 30, 2011, there was no significant credit risk concentration associated with customers.
b) Derivative financial instruments
The Company adopts the policy of participating in operations involving derivative financial instruments for the purpose of mitigating or eliminating currency risks, when considered necessary.
The Company holds derivative instruments to mitigate its exposure to rates and interest volatility recognized at their fair value directly as part of P&L for the year. Pursuant to its treasury policies, the Company does not own or issue derivative financial instruments other than for hedging purposes.
On September 30, 2011, the Company had derivative contracts for hedging purposes in relation to interest fluctuations, with final maturity from March to June 2017. The derivative contracts are as follows:
|
|
|
|
|
|
|
|
Profit (loss) not realized by derivative instruments – net |
|
|
BR Real |
|
Percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Face |
|
Original |
|
|
|
|
Swap agreements (Fixed for CDI) |
|
Value |
|
Index |
|
Swap |
|
06/30/2011 |
|
|
|
|
|
|
|
|
|
Banco Votorantim S.A. |
|
110,000 |
|
Fixed rate 12.3450% |
|
100 CDI + 0.2801 |
|
(3,558) |
Banco Votorantim S.A. |
|
90,000 |
|
Fixed rate 12.1556% |
|
100 CDI + 0.3100 |
|
(2,432) |
|
|
|
|
|
|
|
|
|
|
|
200,000 |
|
|
|
|
|
(5,990) |
During the period ended September 30, 2011, the amount of R$ 199, which refers to net P&L of the interest swap transaction, was recognized in line “financial income” allowing correlation between the impact of such transactions and interest rate fluctuation on the Company’s balance sheet.
100
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
17. Financial instruments (Continued)
(i) Risk considerations (Continued)
c) Interest rate risk
This 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 short-term 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%, allocated on a pro rata basis.
d) Liquidity risk
The liquidity risk consists of the possibility that the Company and its subsidiaries do not have sufficient funds to meet their commitments in view of settlement terms of their rights and obligations.
In order to mitigate the liquidity risks and optimize the weighted average cost of capital, the Company and its subsidiaries permanently monitor the indebtedness levels according to the market standards and the fulfillment of covenants provided for in loan,
101
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
17. Financial instruments (Continued)
d) Liquidity risk (Continued)
(i) Risk considerations (Continued)
financing and debenture agreements, in order to guarantee that the operating-cash generation and the advance funding, when necessary, are sufficient to maintain the schedule of commitments, not posing liquidity risk to the Company or its subsidiaries.
The maturities of financial instruments, loans, financing, suppliers, payables to venture partners and debentures are as follows:
Period ended September 30, 2011 |
Less than 1 year |
1 to 3 years |
3 to 5 years |
More than 5 years |
Total |
Loans and financing |
475,969 |
696,535 |
279,216 |
- |
1,451,720 |
Debentures |
206,336 |
1,291,802 |
448,871 |
- |
1,947,009 |
Payables to venture partners |
148,000 |
289,000 |
23,000 |
- |
460,000 |
Suppliers |
185,185 |
- |
- |
- |
185,185 |
|
1,015,490 |
2,277,337 |
751,087 |
- |
4,043,914 |
Fair value classification
The Company uses the following classification to determine and disclose the fair value of financial instruments by the valuation technique:
Level 1: quoted prices (without adjustments) in active markets for identical assets or liabilities;
Level 2: other techniques for which all data that may have a significant effect on the recognized fair value is observable, directly or indirectly.
Level 3: techniques that use data which has significant effect on the recognized fair value, not based on observable market data.
The classification level of fair value for financial instruments measured at fair value through profit or loss of the Company, presented in the financial statements for the period ended September 30, 2011, is as follows.
102
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
|
Individual |
Consolidated | ||||
|
Fair value classification | |||||
|
Level 1 |
Level 2 |
Level 3 |
Level 1 |
Level 2 |
Level 3 |
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
Cash equivalents |
- |
42,585 |
- |
- |
105,672 |
- |
Marketable securities |
- |
147,156 |
- |
- |
522,042 |
- |
Gain not realized with derivative instruments (Note 7) |
- |
3,373 |
- |
- |
5,791 |
- |
In the period ended September 30, 2011, there were no transfers between the levels 1 and 2 fair value valuation or transfers between levels 3 and 2 fair value valuation. As permitted by IFRS1/CPC 37, the Company did not disclose any comparative information on fair value classification or liquidity disclosures.
The following estimated fair values were determined by using available market information and proper measurement methodologies. However, a considerable amount of judgment is necessary to interpret market information and estimate fair value. Accordingly, the estimates presented in this document are not necessarily indicative of amounts that the Company could realize in the current market. The use of different market assumptions and/or estimate methodology may have a significant effect on estimated fair values.
The following methods and assumptions were used in order to estimate the fair value for each financial instrument type for which the estimate of values is practicable:
(i) The amounts of cash and cash equivalents, marketable securities, accounts receivable and other receivables and suppliers, and other current liabilities approximate their fair values, recorded in the financial statements.
(ii) The fair value of bank loans and other financial debts is estimated through future cash flows discounted by using rates that are annually available for similar and outstanding debts or terms.
(ii) Fair value of financial instruments
a) Fair value measurement
Carrying amounts and fair values of financial assets and liabilities at September 30, 2011 are as follows:
|
| ||||||
|
Consolidated | ||||||
|
|
|
9/30/2011 |
|
|
|
12/31/2010 |
|
Carrying amount |
|
Fair value |
|
Carrying amount |
|
Fair value |
|
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
|
Cash and cash equivalents |
384,407 |
|
384,407 |
|
256,382 |
|
256,382 |
Marketable securities |
522,042 |
|
522,042 |
|
944,766 |
|
944,766 |
Trade accounts receivable, net current portion |
4,002,213 |
|
4,002,213 |
|
3,158,074 |
|
3,158,074 |
Trade accounts receivable, net non-current portion |
1,867,969 |
|
1,867,969 |
|
2,113,314 |
|
2,113,314 |
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
Loans and financing |
1,451,720 |
|
1,454,958 |
|
1,410,178 |
|
1,412,053 |
Debentures |
1,947,009 |
|
1,957,723 |
|
1,879,931 |
|
1,890,299 |
Payables to venture partners |
460,000 |
|
460,000 |
|
380,000 |
|
380,000 |
Suppliers |
185,185 |
|
185,185 |
|
190,461 |
|
190,461 |
103
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
17. Financial instruments (Continued)
(iii) Capital management
The purpose of the Company’s capital management is to guarantee that a strong credit rating is maintained in institutions and an optimum capital ratio, in order to support Company business and maximize value to shareholders.
The Company controls its capital structure by making adjustments and adapting to current economic conditions. In order to maintain its structure adjusted, the Company may pay dividends, return on capital of shareholders, raise new loans and issue debentures.
There were no changes in purposes, policies or procedures during the periods ended September 30, 2011 and 2010.
The Company included in its net debt structure: loans and financing, debentures and payables to venture partners less cash and cash equivalents and marketable securities (cash and cash equivalents, marketable securities and restricted cash in guarantee to loans):
|
| |||
|
Individual |
Consolidated | ||
|
9/30/2011 |
12/31/2010 |
9/30/2011 |
12/31/2010 |
|
|
|
|
|
Loans and financing (Note 10) |
813,837 |
897,003 |
1,451,720 |
1,410,178 |
Debentures (Note 11) |
1,318,750 |
1,267,496 |
1,947,009 |
1,879,931 |
Payables to venture partners (Note 12) |
345,000 |
300,000 |
460,000 |
380,000 |
(-) Cash and cash equivalents and marketable securities |
(249,243) |
(557,387) |
(912,359) |
(1,201,148) |
Net debt |
2,228,344 |
1,907,112 |
2,946,370 |
2,468,961 |
Equity |
3,825,831 |
3,722,235 |
3,912,587 |
3,783,669 |
Equity and net debt |
6,054,175 |
5,629,347 |
6,858,957 |
6,252,630 |
104
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
(iii) Sensitivity analysis
The chart below shows the sensitivity analysis of financial instruments describing the risks that may incur material changes to the Company, as provided for by CVM, through Rule No. 475/08, in order to show an appreciation/deterioration of 25% and 50% in the risk variable considered.
105
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
17. Financial instruments (Continued)
(iv) Sensitivity analysis (Continued)
At September 30, 2011, the Company has the following financial instruments:
a) Short-term investments, loans and financing, and debentures linked to Interbank Deposit Certificates (CDIs);
b) Loans and financing and debentures linked to the Referential Rate (TR);
c) Trade accounts receivable, linked to the National Civil Construction Index (INCC).
The scenarios considered were as follows:
Scenario I: 50% increase in the variables used for pricing
Scenario II: 25% increase in the risk variables used for pricing
Scenario III: 25% decrease in the risk variables used for pricing.
Scenario IV: 50% decrease in the risk variables used for pricing
106
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
17. Financial instruments (Continued)
(iv) Sensitivity analysis (Continued)
As of September 30, 2011:
|
|
Scenario | |||||
|
|
I |
|
II |
III |
|
IV |
Instrument |
Risk |
+50% |
|
+25% |
(-)25% |
|
(-)50% |
|
|
|
|
|
|
|
|
Short-term investments |
High/drop of CDI |
23,786 |
|
11,893 |
(11,893) |
|
(23,786) |
Loans and financing |
High/drop of CDI |
(45,094) |
|
(22,547) |
22,547 |
|
45,094 |
Debentures |
High/drop of CDI |
(36,487) |
|
(18,243) |
18,243 |
|
36,487 |
Derivative financial instrument |
High/drop of CDI |
20,348 |
|
8,271 |
(21,543) |
|
(39,967) |
|
|
|
|
|
|
|
|
Net effect of CDI variation |
|
(37,447) |
|
(20,626) |
7,354 |
|
17,828 |
|
|
|
|
|
|
|
|
Loans and financing |
High/drop of TR |
(4,687) |
|
(2,344) |
2,344 |
|
4,687 |
Debentures |
High/drop of TR |
(9,758) |
|
(4,879) |
4,879 |
|
9,758 |
|
|
|
|
|
|
|
|
Net effect of TR variation |
|
(14,455) |
|
(7,223) |
7,223 |
|
14,455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and financing |
High/drop of IPCA |
(454) |
|
(227) |
227 |
|
454 |
Net effect of IPCA variation |
|
(454) |
|
(227) |
227 |
|
454 |
|
|
|
|
|
|
|
|
Customers |
High/drop of INCC |
206,937 |
|
103,468 |
(103,468) |
|
(206,937) |
|
|
|
|
|
|
|
|
Net effect of INCC variation |
|
206,937 |
|
103,468 |
(103,468) |
|
(206,937) |
As of December 31, 2010:
|
|
Scenario | |||||
|
|
I |
|
II |
III |
|
IV |
Instrument |
Risk |
+50% |
|
+25% |
(-)25% |
|
(-)50% |
|
|
|
|
|
|
|
|
Short-term investments |
High/drop of CDI |
41,219 |
|
20,609 |
(20,609) |
|
(41,219) |
Loans and financing |
High/drop of CDI |
(31,913) |
|
(15,956) |
15,956 |
|
31,913 |
Debentures |
High/drop of CDI |
(31,785) |
|
(15,892) |
15,892 |
|
31,785 |
|
|
|
|
|
|
| |
Net effect of CDI variation |
|
(22,479) |
|
(11,239) |
11,239 |
|
22,479 |
|
|
|
|
|
|
| |
Loans and financing |
High/drop of TR |
(6,151) |
|
(3,076) |
3,076 |
|
6,151 |
Debentures |
High/drop of TR |
(10,177) |
|
(5,089) |
5,089 |
|
10,177 |
|
|
|
|
|
|
| |
Net effect of TR variation |
|
(16,328) |
|
(8,165) |
8,165 |
|
16,328 |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
Loans and financing |
High/drop of IPCA |
(334) |
|
(167) |
167 |
|
334 |
Net effect of IPCA variation |
|
(334) |
|
(167) |
167 |
|
334 |
|
|
|
|
|
|
| |
Customers |
High/drop of INCC |
113,759 |
|
56,880 |
(56,880) |
|
(113,759) |
|
|
|
|
|
|
| |
Net effect of INCC variation |
|
113,759 |
|
56,880 |
(56,880) |
|
(113,759) |
107
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
18. Related parties
18.1 Balances with related parties
The balances between the Company and related companies are realized under conditions and prices established between the parties.
Current account |
Individual |
Consolidated | ||
|
9/30/2011 |
12/31/2010 |
9/30/2011 |
12/31/2010 |
|
|
|
|
|
Condominium and consortia (c) |
9,855 |
16,767 |
9,855 |
16,767 |
|
|
|
|
|
Purchase/sale of interest (a) |
19,236 |
18,809 |
(25,891) |
(26,318) |
|
|
|
|
|
Current account – SPEs |
|
|
|
|
Alphaville Urbanismo S.A. (consolidated) |
- |
- |
16,333 |
8,111 |
Construtora Tenda (consolidated) |
13,762 |
11,989 |
7,304 |
15,709 |
Gafisa SPE-91 Emp Imob Ltda. |
16,179 |
13,422 |
6,926 |
13,422 |
Gafisa SPE-93 Emp Imob Ltda. |
2,682 |
2,679 |
- |
- |
Gafisa SPE-94 Emp Imob Ltda. |
3,099 |
3,096 |
- |
- |
Gafisa SPE-95 Emp Imob Ltda. |
1,096 |
1,095 |
- |
- |
Gafisa SPE-96 Emp Imob Ltda. |
1,660 |
1,657 |
- |
- |
Gafisa SPE-97 Emp Imob Ltda. |
2,356 |
2,353 |
- |
- |
Gafisa SPE-98 Emp Imob Ltda. |
2,249 |
2,246 |
- |
- |
Gafisa SPE-99 Emp Imob Ltda. |
2,350 |
2,347 |
- |
- |
Gafisa SPE-103 Emp Imob Ltda. |
2,456 |
2,453 |
- |
- |
Sítio Jatiúca SPE Empreend. Imob. Ltda. |
4,211 |
3,346 |
4,211 |
8,579 |
Gafisa SPE-110 Empr Imob Ltda. |
569 |
2,517 |
- |
1 |
Gafisa SPE-112 Empr Imob Ltda. |
4,490 |
7,282 |
- |
1 |
Jardins da Barra Des. Imob. |
4,891 |
4,891 |
- |
- |
Gafisa SPE 46 Empreend. Imob. Ltda. |
(7,967) |
(1,663) |
- |
3,894 |
Blue I SPE Empreend. Imob. Ltda. |
(6,142) |
725 |
- |
86 |
Gafisa SPE-88 Emp Imob Ltda. |
(22,411) |
(4,014) |
- |
(112) |
Gafisa SPE-89 Emp Imob Ltda. |
(32,700) |
(19,439) |
- |
(2) |
Gafisa SPE-90 Emp Imob Ltda. |
(5,584) |
2,816 |
- |
(129) |
Gafisa SPE-84 Emp Imob Ltda. |
(15,326) |
(11,181) |
- |
318 |
Gafisa SPE-92 Emp Imob Ltda. |
(11,889) |
281 |
- |
162 |
Gafisa SPE-106 Empr Imob Ltda. |
(10,775) |
7,317 |
- |
- |
Gafisa SPE-107 Empr Imob Ltda. |
(9,936) |
(1,439) |
- |
- |
Gafisa SPE-111 Empr Imob Ltda. |
(3,391) |
767 |
- |
166 |
Other, net |
(41,892) |
25,886 |
12,968 |
15,916 |
Total SPEs (d) |
(106,265) |
61,429 |
47,742 |
66,122 |
|
|
|
|
|
Third party’s works (b) |
26,430 |
18,624 |
26,430 |
18,625 |
|
|
|
|
|
Grand total (d) |
(50,744) |
115,629 |
58,136 |
75,196 |
|
|
|
|
|
(a) The balance of purchase and sale of interest is mainly composed of the following: (i) transfer of shares from subsidiary Cotia to Tenda, on June 29, 2009, when the Private Instrument for Assignment and Transfer of Shares and Other Covenants was entered into, in which Gafisa assigns and transfers to Tenda 41,341,895 shares of Cotia1 Empreendimento Imobiliário for the net book value of R$ 41,342 payable through March 2013, plus interest and monetary adjustment; and (ii) the purchase of 70% interest in subsidiary Cipesa (Note 8) for R$25,000.
(b) It refers to operations in third-party’s works.
(c) It refers to transactions between the consortium leader and partners and condominiums.
(d) The nature of the operations with related parties is described in Note 7.
108
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
According to Note 7, for the period ended September 30, 2011, the recognized financial income from interest on loans amounted to R$4,913 in the Company (September 30, 2010 – R$2,381).
109
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
18. Related parties (Continued)
18.2 Transactions with related parties (Continued)
The information regarding management transactions and compensation is described in Note 22.
18.3 Endorsements, guarantees and sureties
The financial transactions of the wholly-owned subsidiaries or special purpose entities of the Company have the endorsement or surety in proportion to the interest of the Company in the capital of such companies, except for certain specific cases in which the Company provides guarantees for its partners. At September 30, 2011 the guarantees provided for partners amounted to R$ 1,319,252.
19. Gross operating income
|
Individual |
Consolidated | ||
|
9/30/2011 |
9/30/2010 |
9/30/2011 |
9/30/2010 |
|
|
|
|
|
Gross operating revenue |
|
|
|
|
Real estate development, sale and barter transactions |
893,705 |
1,060,663 |
2,569,247 |
2,491,166 |
Land subdivision |
- |
- |
476,812 |
301,057 |
Construction services |
30,102 |
29,756 |
35,653 |
27,904 |
|
923,807 |
1,090,419 |
3,081,712 |
2,971,267 |
Gross revenue deductions |
(93,366) |
(75,856) |
(234,522) |
(179,044) |
Net operating revenue |
830,441 |
1,014,563 |
2,847,190 |
2,792,223 |
|
|
|
|
|
Operating cost |
|
|
|
|
Real estate development and sale and barter transactions |
(681,186) |
(763,765) |
(1,909,325) |
(1,827,421) |
Land subdivision |
- |
- |
(237,301) |
(156,733) |
Operating cost |
(681,186) |
(763,765) |
(2,146,626) |
(1,984,154) |
|
|
|
|
|
Gross operating income |
149,255 |
250,798 |
700,564 |
808,069 |
|
|
|
|
|
20. Administrative expenses
|
Individual |
Consolidated | ||
|
9/30/2011 |
9/30/2010 |
9/30/2011 |
9/30/2010 |
|
|
|
|
|
Interest owned by employees and executive officers |
(36) |
(8,893) |
(6,425) |
(19,118) |
Stock option plan expenses |
(9,946) |
(5,423) |
(12,789) |
(8,842) |
Other administrative expenses |
(58,461) |
(57,853) |
(157,193) |
(143,886) |
|
(68,443) |
(72,169) |
(176,407) |
(171,846) |
110
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
21. Financial income
|
Individual |
Consolidated | ||
|
09/30/2011 |
09/30/2010 |
09/30/2011 |
09/30/2010 |
|
|
|
|
|
Income from short-term investments |
25,187 |
67,296 |
50,966 |
94,677 |
Financial income on loan |
4,523 |
2,381 |
4,913 |
2,381 |
Other interest income |
451 |
686 |
14,326 |
659 |
Derivative transactions |
3,505 |
- |
5,990 |
- |
Other financial income |
248 |
946 |
1,785 |
3,558 |
Financial income |
33,914 |
71,309 |
77,980 |
101,275 |
|
|
|
|
|
Interest on funding, net of capitalization |
91,482 |
91,352 |
117,130 |
130,771 |
Amortization of debenture cost |
1,003 |
2,179 |
1,143 |
2,569 |
Payables to venture partners |
- |
- |
26,409 |
21,434 |
Banking expenses |
1,354 |
2,209 |
11,325 |
7,298 |
Other financial expenses |
15,081 |
9,198 |
39,958 |
19,744 |
Financial expenses |
108,920 |
104,938 |
195,965 |
181,816 |
|
|
|
|
|
Net balance |
75,006 |
33,629 |
117,985 |
80,541 |
22. Transactions with management and employees
(i) Management compensation
The amounts recorded under the heading “General and administrative expenses” for the period ended September 30, 2011 related to the compensation of the Company’s key management personnel are as follows:
|
Board of Directors |
Supervisory Board |
Statutory Board |
Total |
|
|
|
|
|
Number of members |
7 |
3 |
6 |
16 |
Annual fixed compensation (in R$) |
1,039 |
103 |
2,407 |
3,549 |
Salary / Fees |
1,039 |
103 |
2,254 |
3,396 |
Direct and indirect benefits |
- |
- |
153 |
153 |
Other |
- |
- |
- |
- |
Variable compensation (in R$) |
- |
- |
- |
- |
Bonus |
- |
- |
- |
- |
Profit sharing |
- |
- |
- |
- |
Post-employment benefits |
- |
- |
- |
- |
Share-based payment |
- |
- |
- |
- |
Monthly compensation (in R$) |
115 |
11 |
267 |
394 |
Total compensation |
1,039 |
103 |
2,407 |
3,549 |
111
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
The annual aggregate amount to be distributed among the Company’s key management personnel for 2011, as fixed and variable compensation, is R$ 12,345 according to the Annual Shareholders’ Meeting held on April 29, 2011.
(ii) Profit sharing
The Company has a profit-sharing plan that entitles its employees and those of its subsidiaries to participate in the profit sharing 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. As of September 30, 2011, the Company recorded a provision for profit sharing amounting to R$6,425 under the heading “General and administrative expenses”.
(iii) Commercial operations
At September 30, 2011, total contracted sales from units sold to management is approximately R$9,500 and total balance receivable is approximately R$9,800.
23. Insurance
Gafisa S.A. and its subsidiaries maintain insurance policies against engineering risk, barter guarantee, guarantee for the completion of the work and civil liability related to unintentional personal damages caused to third parties and material damages to tangible assets, as well as against fire hazards, lightning strikes, electrical damages, natural disasters and gas explosion. The contracted coverage is considered sufficient by management to cover possible risks involving its assets and/or responsibilities. The risk assumptions made are not included in the scope of the review of interim information. Accordingly, they were not audited by our independent auditors.
The chart below shows coverage by insurance policy and respective amounts at September 30, 2011:
Insurance type |
Coverage in thousands of R$ |
Engineering risks and completion guarantee |
1,961,366 |
Policy outstanding |
268,190 |
Directors & Officers liability insurance |
78,055 |
|
2,307,611 |
24. Earnings per share
In accordance with CPC 41, the Company shall present basic and diluted earnings per share. The comparison data of basic and diluted earnings per share shall be based on the weighted average number of shares outstanding for the year, and all dilutive potential shares outstanding for each year presented, respectively.
112
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
When the exercise price for the purchase of shares is higher than the market price of shares, the diluted earnings per share are not affected by the stock option. According to CPC 41, dilutive potential shares are not considered when there is a loss, because that would have antidilutive effect. For the period ended September 30, 2011, 0.53% of dilutive potential shares were not considered.
113
(A free translation of the original in Portuguese)
Quarterly information - 09/30/2011 – Gafisa S.A.
24. Earnings per share (Continued)
The following table shows the calculation of basic and diluted earnings per share.
|
9/30/2011 |
|
9/30/2010 |
|
|
|
|
Basic numerator |
|
|
|
Proposed dividends |
- |
|
- |
Undistributed earnings |
85,035 |
|
278,687 |
Undistributed earnings, available for the holders of common shares |
85,035 |
|
278,687 |
|
|
|
|
Basic denominator (in thousands of shares) |
|
|
|
Weighted average number of shares |
285,943 |
|
406,260 |
|
|
|
|
Basic earnings per share – R$ |
0.2974 |
|
0.6860 |
|
|
|
|
Diluted numerator |
|
|
|
Proposed dividends |
- |
|
- |
Undistributed earnings |
85,035 |
|
278,687 |
|
|
|
|
Undistributed earnings, available for the holders of common shares |
85,035 |
|
278,687 |
|
|
|
|
Diluted denominator (in thousands of shares) |
|
|
|
Weighted average number of shares |
285,943 |
|
406,260 |
Stock options |
3,515 |
|
2,546 |
|
|
|
|
Diluted weighted average number of shares |
289,458 |
|
408,806 |
|
|
|
|
Diluted earnings per share –R$ |
0.2938 |
|
0.6817 |
25. Segment information
Starting in 2007, following the respective acquisition, formation and merger of AUSA, Fit Residencial, Bairro Novo and Tenda, respectively, Company management assesses segment information on the basis of different business segments rather than based on the geographical regions of operations.
The Company operates in the following segments: Gafisa for ventures targeted at high and medium income; Alphaville for land subdivision; and Tenda for ventures targeted at low income.
114
25. Segment information (Continued)
The Company's chief executive officer, who is responsible for allocating resources to businesses and monitoring their progresses, uses economic present value data, which is derived from a combination of historical and forecasted operating P&L. The Company provides below a measure of historical profit or loss, segment assets and other information related to 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 to operating segments. The information is derived from the statutory accounting records which are prepared in accordance with accounting practices adopted in Brazil. The reporting segments do not separate operating expenses, total assets and depreciation. No revenues from an individual customer represented more than 10% of net sales or services.
Interim information per segment is as follows
|
Gafisa S.A. (i) |
Tenda |
AUSA |
Total 2011 |
Net operating revenue |
1,454,374 |
946,527 |
446,289 |
2,847,190 |
Operating costs |
(1,148,888) |
(759,385) |
(238,353) |
(2,146,626) |
|
|
|
|
|
Gross operating income |
305,486 |
187,142 |
207,936 |
700,564 |
|
|
|
|
|
Gross margin - % |
21.0% |
19.8% |
46.6% |
24.6% |
|
|
|
|
|
Depreciation and amortization |
(41,538) |
(14,195) |
(1,241) |
(56,974) |
Financial expenses |
(157,149) |
(7,019) |
(26,006) |
(190,174) |
Financial income |
42,345 |
20,842 |
9,002 |
72,189 |
Tax expenses |
(4,606) |
(11,250) |
(11,250) |
(27,106) |
|
|
|
|
|
Net income (loss) for the year |
(49,401) |
37,910 |
96,527 |
85,035 |
|
|
|
|
|
Customers (short and long term) |
3,034,106 |
2,346,724 |
489,352 |
5,870,182 |
Inventories (short and long term) |
1,508,834 |
814,295 |
224,249 |
2,547,378 |
Other assets |
1,050,865 |
733,456 |
181,927 |
1,966,248 |
|
|
|
|
|
Total assets |
5,5593,805 |
3,894,475 |
895,528 |
10,383,808 |
115
25. Segment information (Continued)
|
Gafisa S.A. (i) |
Tenda |
AUSA |
Total 09/30/2010 |
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) |
|
|
|
|
|
Net operating income |
412,138 |
269,706 |
126,225 |
808,069 |
|
|
|
|
|
Gross margin- % |
26.2% |
28.9% |
44.4% |
28.9% |
|
|
|
|
|
Depreciation and amortization |
(15,300) |
(11,309) |
(716) |
(27,325) |
Financial expenses |
(133,937) |
(32,059) |
(15,820) |
(181,816) |
Financial income |
84,884 |
9,493 |
6,897 |
101,274 |
Tax expenses |
(34,899) |
(9,540) |
(10,594) |
(55,033) |
|
|
|
|
|
Net income for the year |
168,546 |
70,440 |
39,701 |
278,687 |
|
|
|
|
|
Customers (short and long term) |
2,927,364 |
1,892,917 |
318,924 |
5,139,205 |
Inventories (short and long term) |
1,259,685 |
405,173 |
171,057 |
1,835,915 |
Other assets |
1,520,400 |
707,954 |
106,659 |
2,335,013 |
|
|
|
|
|
Total assets |
5,707,449 |
3,006,044 |
596,640 |
9,310,133 |
(i) It includes all direct subsidiaries, except Tenda and Alphaville Urbanismo S.A.
116
Outlook
Outlook vs. Actual
In 9M11 Gafisa achieved 56% of the mid-range of launch guidance of between R$ 5.0 billion and R$ 5.6 billion for the full year. Due to this fact, and also the assumption of a more conservative approach (focusing on long term profitability and cash flow generation) we decided to reduce the full year launch guidance range by 30%, to between R$3.5 billion and R$4.0 billion from between R$5.0 billion and R$5.6 billion.
Table 24 – Guidance Launches 2011
|
Previous Guidance 2011 |
YTD |
% |
|
New guidance 2011 |
YTD |
% |
Min |
5,000 |
59% |
Min |
3,500 |
84% | ||
Mid |
5,300 |
2,945 |
56% |
Mid |
3,750 |
2,945 |
79% |
Max |
5,600 |
53% |
Max |
4,000 |
74% |
With regard to profitability, we are currently at a 16.1% EBITDA margin for the first nine months of the year, which is at the lower-end of the range of our expectations for the full year guidance of between 16% and 20%. Since the first half, our EBITDA margin improved primarily due to higher contribution of more profitable projects, compared to the results for 1H11.
Table 25 – Guidance EBITDA Margin (%) | ||||
EBITDA Margin (%) |
|
Guidance 2011 |
YTD (%) |
% |
Gafisa (Consolidated) |
Min |
16% |
|
-10 bps |
|
Mid |
18% |
16.1% |
190 bps |
|
Max |
20% |
|
390 bps |
These changes lead to an expectation for positive operating cash flow for 2012 that should bring the Net Debt/Equity ratio down to below 60% over the next quarters. Table 26 - Net Debt / Equity (%) | ||||
|
Guidance |
YTD (%) |
% | |
Gafisa (Consolidated) |
Max |
< 60,0% |
75.3% |
-1550 bps |
117
Other relevant information
1. SHAREHOLDERS HOLDING MORE THAN 5% OF THE VOTING CAPITAL AND TOTAL NUMBER OF OUTSTANDING SHARES
09/30/2011
As of September 30, 2011, there is no shareholder holding more than 5% of the voting capital.
09/30/2011 | ||
Common shares | ||
Shareholder |
Shares |
% |
Treasury shares |
599,486 |
0.14% |
Outstanding shares |
431,916,315 |
99.86% |
Total shares |
432,515,801 |
100.00% |
09/30/2011
09/30/2011 | |||
Common shares | |||
Shareholder |
Country |
Shares |
% |
EIP BRAZIL HOLDINGS LLC |
USA |
24,633,016 |
5.71% |
Treasury shares |
599,486 |
0.14% | |
Other |
406,276,997 |
94.15% | |
Total shares |
431,509,499 |
100.00% |
118
Other relevant information
2. SHARES HELD BY PARENT COMPANIES, MANAGEMENT AND BOARD
09/30/2011 | ||
Common shares | ||
Shares |
% | |
Shareholders holding effective controlo f the Company |
- |
0.00% |
Board of Directors |
1,263,346 |
0.29% |
Executive directors |
1,170,769 |
0.27% |
Fiscal council |
- |
0.00% |
Executive control, board members, officers and fiscal council |
2,434,115 |
0.56% |
Treasury shares |
599,486 |
0.14% |
Outstanding shares in the market (*) |
429,482,200 |
99.30% |
Total shares |
432,515,801 |
100.00% |
09/30/2010 | ||
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 |
29,936,980 |
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% |
119
(*) Excludes shares of effective control, management, board and in treasury
Other relevant information
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.
120
Reports and Statements / Management Statement of Quarterly Information
Management Statement of Quarterly Information
STATEMENT
Gafisa S.A. management, CNPJ 01.545.826/0001-07, located at Av. Nações Unidas, 8501, 19th floor, Pinheiros, São Paulo, states as per article 25 of CVM Instruction 480 issued in December 07, 2009:
i) Management has reviewed, discussed and agreed with the auditor’s opinion expressed in the Review Report of Quarterly Information for the quarter ended September 30, 2011; and
ii) Management has reviewed and agreed with the interim information for the quarter ended September 30, 2011
Sao Paulo, November 10th, 2011
GAFISA S.A.
Management
121
Reports and Statements / Management Statement on the Review Report
Management Statement on the Review Report
STATEMENT
Gafisa S.A. management, CNPJ 01.545.826/0001-07, located at Av. Nações Unidas, 8501, 19th floor, Pinheiros, São Paulo, states as per article 25 of CVM Instruction 480 issued in December 07, 2009:
i) Management has reviewed, discussed and agreed with the auditor’s opinion expressed in the Review Report of Quarterly Information for the quarter ended September 30, 2011; and
ii) Management has reviewed and agreed with the interim information for the quarter ended September 30, 2011
Sao Paulo, November 10th, 2011
GAFISA S.A.
Management
122
SIGNATURE
Gafisa S.A. | |
By: |
/s/ Alceu Duílio Calciolari |
Name: Alceu Duílio Calciolari
Title: Chief Executive Officer and Investor Relations Officer |