gfaitr3q17_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 

For the month of November, 2017

(Commission File No. 001-33356),


 
Gafisa S.A.
(Translation of Registrant's name into English)
 


 
Av. Nações Unidas No. 8501, 19th floor
São Paulo, SP, 05425-070
Federative Republic of Brazil
(Address of principal executive office)



Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.

Form 20-F ___X___ Form 40-F ______



Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)


Yes ______ No ___X___

Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ______ No ___X___

Indicate by check mark whether 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


 
 

 

 

 

Gafisa S.A.

 

Quarterly information

September 30, 2017

(A free translation of the original report in Portuguese as published in
Brazil containing Quarterly Information (ITR) prepared in
accordance with accounting practices adopted in Brazil)

 


 
 

 

Company data 

 

Capital Composition 

3 

Individual financial statements 

 

Balance sheet - Assets 

4 

Balance sheet - Liabilities 

5 

Statement of income 

6 

Statement of comprehensive income (loss) 

7 

Statement of cash flows 

8 

Statements of changes in Equity 

 

01/01/2017 to 09/30/2017 

9 

01/01/2016 to 09/30/2016 

10 

Statement of value added 

11 

Consolidated Financial Statements 

 

Balance sheet - Assets 

12 

Balance sheet - Liabilities 

13 

Statement of income 

14 

Statement of comprehensive income (loss) 

15 

Statement of cash flows 

16 

Statements of changes in Equity 

 

01/01/2017 to 09/30/2017 

17 

01/01/2016 to 09/30/2016 

18 

Statement of value added 

19 

Comments on performance 

20 

Notes to interim financial information 

39 

Other information deemed relevant by the Company 

74 

Reports and statements 

 

Report on review of interim financial information 

77 

Management statement of interim financial information 

79 

Management statement on the report on review of interim financial information 

80 

2


 
 

COMPANY DATA / CAPITAL COMPOSITION

 

Number of Shares

CURRENT QUARTER

(in thousands)

09/30/2017

Paid-in Capital

 

Common

28,040

Preferred

                                                 -  

Total

28,040

Treasury shares

 

Common

972

Preferred

                                                 -  

Total

972

     

 

 

3


 
 

INDIVIDUAL FINANCIAL STATEMENTS - BALANCE SHEET - ASSETS (in thousands of Brazilian Reais)

       

 CODE

 DESCRIPTION

ACTUAL QUARTER 09/30/2017

PRIOR YEAR 12/31/2016

1

 Total Assets

4,202,548

5,225,376

1.01

 Current Assets

1,461,329

2,107,806

1.01.01

 Cash and cash equivalents

4,324

19,811

1.01.01.01

 Cash and banks

4,324

19,811

1.01.02

 Short-term investments

109,356

163,562

1.01.02.01

 Fair value of short-term investments

109,356

163,562

1.01.03

 Accounts receivable

423,165

524,337

1.01.03.01

 Trade accounts receivable

423,165

524,337

1.01.03.01.01

 Receivables from clients of developments 

407,637

503,923

1.01.03.01.02

 Receivables from clients of construction and services rendered

15,528

20,414

1.01.04

 Inventories

838,155

870,201

1.01.04.01

 Properties for sale

838,155

870,201

1.01.07

 Prepaid expenses

4,907

2,102

1.01.07.01

 Prepaid expenses and others

4,907

2,102

1.01.08

 Other current assets

81,422

527,793

1.01.08.01

 Non current assets held for sale

3,270

3,306

1.01.08.02

 Assets from discontinued operations

                          -  

439,020

1.01.08.02.01

 Disposal group held for sale

                          -  

439,020

1.01.08.03

 Others

78,152

85,467

1.01.08.03.01

 Other assets

48,958

39,280

1.01.08.03.02

 Derivative financial instruments

377

                         -  

1.01.08.03.03

 Receivables from related parties

28,817

46,187

1.02

 Non current assets

2,741,219

3,117,570

1.02.01

 Non current assets

726,263

951,563

1.02.01.03

 Accounts receivable

164,946

225,270

1.02.01.03.01

 Receivables from clients of developments 

164,946

225,270

1.02.01.04

 Inventories

371,158

535,376

1.02.01.04.01

 Properties for sale

371,158

535,376

1.02.01.09

 Others non current assets

190,159

190,917

1.02.01.09.03

 Other assets

169,431

156,358

1.02.01.09.04

 Receivables from related parties

20,728

25,529

1.02.01.09.05

 Derivative Financial Instruments

                          -  

9,030

1.02.02

 Investments

1,974,579

2,116,509

1.02.03

 Property and equipment

21,541

21,720

1.02.03.01

 Operation property and equipment

21,541

21,720

1.02.04

 Intangible assets

18,836

27,778

1.02.04.01

 Intangible assets

18,836

27,778

 

4


 
 

 

INDIVIDUAL FINANCIAL STATEMENTS - BALANCE SHEET - LIABILITIES AND EQUITY (in thousands of Brazilian Reais)

       

 CODE

 DESCRIPTION

ACTUAL QUARTER 09/30/2017

PRIOR YEAR 12/31/2016

2

 Total Liabilities

4,202,548

5,225,376

2.01

 Current liabilities

2,128,834

2,458,597

2.01.01

 Social and labor obligations

26,865

28,041

2.01.01.02

 Labor obligations

26,865

28,041

2.01.01.02.01

 Salaries, payroll charges and profit sharing

26,865

28,041

2.01.02

 Suppliers

72,421

61,177

2.01.02.01

 Local suppliers

72,421

61,177

2.01.03

 Tax obligations

32,791

35,819

2.01.03.01

 Federal tax obligations

32,791

35,819

2.01.04

 Loans and financing

535,833

953,872

2.01.04.01

 Loans and financing

297,162

639,733

2.01.04.02

 Debentures

238,671

314,139

2.01.05

 Other obligations

1,358,094

1,300,634

2.01.05.01

 Payables to related parties

1,120,263

1,073,255

2.01.05.02

 Others 

237,831

227,379

2.01.05.02.04

 Obligations for purchase of properties and advances from customers

140,262

146,522

2.01.05.02.05

 Other payables

71,446

50,660

2.01.05.02.07

 Obligations assumed on the assignment  of receivables

26,123

24,907

2.01.05.02.08

 Derivative financial instruments

                         -  

5,290

2.01.06

 Provisions

102,830

79,054

2.01.06.01

 Tax, labor and civil lawsuits

102,830

79,054

2.01.06.01.01

 Tax lawsuits

675

1,369

2.01.06.01.02

 Labor lawsuits

20,237

23,818

2.01.06.01.04

 Civil lawsuits

81,918

53,867

2.02

 Non current liabilities

856,628

838,454

2.02.01

 Loans and financing

548,271

504,326

2.02.01.01

 Loans and financing

504,688

367,197

2.02.01.01.01

 Loans and financing in local currency

504,688

367,197

2.02.01.02

 Debentures

43,583

137,129

2.02.02

 Other liabilities

139,755

154,435

2.02.02.02

 Others

139,755

154,435

2.02.02.02.03

 Obligations for purchase of properties and advances from customers

82,997

90,311

2.02.02.02.04

 Other liabilities

7,924

13,218

2.02.02.02.06

 Obligations assumed on the assignment  of receivables

48,834

50,906

2.02.03

 Deferred taxes 

100,405

100,405

2.02.03.01

 Deferred income tax and social contribution 

100,405

100,405

2.02.04

 Provisions

68,197

79,288

2.02.04.01

 Tax, labor and civil lawsuits

68,197

79,288

2.02.04.01.01

 Tax lawsuits

1,880

1,755

2.02.04.01.02

 Tax and labor lawsuits 

38,609

33,350

2.02.04.01.04

 Civil lawsuits

27,708

44,183

2.03

 Equity

1,217,086

1,928,325

2.03.01

 Capital

2,521,152

2,740,662

2.03.02

 Capital Reserves

52,657

49,424

2.03.02.04

 Granted options

156,081

153,165

2.03.02.05

 Treasury shares

-30,139

-32,524

2.03.02.07

 Reserve for expenditures with public offering

-71,217

-71,217

2.03.02.08

 Result of transfers in treasury shares

-2,068

                          -  

2.03.05

 Retained earnings/accumulated losses

-1,356,723

-861,761

 

5


 
 

INDIVIDUAL FINANCIAL STATEMENTS - INCOME -  (in thousands of Brazilian Reais)

     

 CODE

 DESCRIPTION

ACTUAL QUARTER 07/01/2017 to 09/30/2017

YEAR TO DATE 01/01/2017 to 09/30/2017

SAME QUARTER FROM PREVIOUS YEAR 07/01/2016 to 09/30/2016

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2016 to 09/30/2016

3.01

 Gross Sales and/or Services

113,405

327,706

186,131

472,272

3.01.01

 Revenue from real estate development 

125,001

359,722

203,711

515,562

3.01.03

 Taxes on real estate sales and services 

-11,596

-32,016

-17,580

-43,290

3.02

 Cost of sales and/or services

-125,556

-357,987

-200,429

-465,347

3.02.01

 Cost of real estate development

-125,556

-357,987

-200,429

-465,347

3.03

 Gross profit

-12,151

-30,281

-14,298

6,925

3.04

 Operating expenses/income

-121,796

-360,149

-73,283

-193,002

3.04.01

 Selling expenses

-19,908

-54,557

-21,455

-53,472

3.04.02

 General and administrative expenses

-16,373

-50,346

-12,254

-58,779

3.04.05

 Other operating expenses

-11,050

-79,386

-21,610

-68,294

3.04.05.01

 Depreciation and amortization

-8,169

-25,337

-8,025

-22,125

3.04.05.02

 Other operating expenses

-2,881

-54,049

-13,585

-46,169

3.04.06

 Income from equity method investments

-74,465

-175,860

-17,964

-12,457

3.05

 Income (loss) before financial results and income taxes

-133,947

-390,430

-87,581

-186,077

3.06

 Financial

-23,894

-94,987

-8,086

-14,672

3.06.01

 Financial income

6,131

20,852

5,728

41,405

3.06.02

 Financial expenses

-30,025

-115,839

-13,814

-56,077

3.07

 Income before income taxes

-157,841

-485,417

-95,667

-200,749

3.09

 Income (loss) from continuing operation

-157,841

-485,417

-95,667

-200,749

3.10

 Income (loss) from descontinuing operation

                             -  

98,175

23,045

36,461

3.10.01

 Net income (loss) from discontinued operations

                             -  

98,175

23,045

36,461

3.11

 Income (loss) for the period

-157,841

-387,242

-72,622

-164,288

3.99

 Earnings per Share – (Reais / Share)

                             -  

                              -  

                         -  

                         -  

3.99.01

 Basic Earnings per Share

                             -  

                              -  

                         -  

                         -  

3.99.01.01

 ON

-5.87343

-14.40969

-2.69278

-6.09169

3.99.02

 Diluted Earnings per Share

                             -  

                              -  

                         -  

                         -  

3.99.02.01

 ON

-5.87343

-14.40969

-2.69278

-6.09169

 

 

 

 

6


 
 

 

INDIVIDUAL FINANCIAL STATEMENTS - COMPREHENSIVE INCOME (LOSS) -  (in thousands of Brazilian Reais)

 

 CODE

 DESCRIPTION

ACTUAL QUARTER 07/01/2017 to 09/30/2017

YEAR TO DATE 01/01/2017 to 09/30/2017

SAME QUARTER FROM PREVIOUS YEAR 07/01/2016 to 09/30/2016

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2016 to 09/30/2016

4.01

 Income (loss) for the period

-157,841

-387,242

-72,622

-164,288

4.03

 Comprehensive income (loss) for the period

-157,841

-387,242

-72,622

-164,288

 

 

 

 

 

7


 
 

INDIVIDUAL FINANCIAL STATEMENTS - CASH FLOWS - INDIRECT METHOD -  (in thousands of Brazilian Reais)

 CODE

 DESCRIPTION

YEAR TO DATE 01/01/2017 to 09/30/2017

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2016 to 09/30/2016

6.01

 Net cash from operating activities

118,278

58,155

6.01.01

 Cash generated in the operations

-176,844

-54,238

6.01.01.01

 Income (loss) before income and social contribution taxes

-485,417

-164,288

6.01.01.02

 Income from equity method investments

175,860

-24,004

6.01.01.03

 Stock options expenses

2,898

5,506

6.01.01.04

 Unrealized interest and finance charges, net 

35,102

72,727

6.01.01.05

 Financial instruments

-790

-13,525

6.01.01.06

 Depreciation and amortization

25,337

22,125

6.01.01.07

 Provision for legal claims

61,584

43,511

6.01.01.08

 Provision for profit sharing 

9,395

12,500

6.01.01.09

 Warranty provision

-7,439

-9,234

6.01.01.10

 Write-off of property and equipment, net

                              -  

279

6.01.01.11

 Allowance for doubtful accounts 

17,767

7,871

6.01.01.12

 Provision for realization of non-financial assets - properties for sale

-11,141

-6,302

6.01.01.13

 Provision for penalties due to delay in construction works

                              -  

-1,404

6.01.02

 Variation in assets and liabilities

295,122

112,393

6.01.02.01

 Trade accounts receivable

121,494

155,261

6.01.02.02

 Properties for sale

207,441

2,463

6.01.02.03

 Other accounts receivable

-10,242

-5,556

6.01.02.04

 Prepaid expenses

-2,805

-6

6.01.02.05

 Obligations for purchase of properties and adv. from customers

-13,574

-77,891

6.01.02.06

 Taxes and contributions  

-3,028

-5,927

6.01.02.07

 Suppliers

11,732

-2,694

6.01.02.08

 Salaries and payroll charges

-10,577

-10,990

6.01.02.09

 Transactions with related parties

31,263

169,196

6.01.02.10

 Other obligations

-36,582

-111,463

6.02

 Net cash from investing activities

249,250

125,435

6.02.01

 Purchase of property and equipment and intangible assets

-16,216

-19,948

6.02.02

 Increase in investments

1,295

-19,595

6.02.03

 Redemption of short-term investments

732,351

867,144

6.02.04

 Purchase of short-term investments

-678,145

-702,166

6.02.05

 Receivable from exercise of preemptive rights Tenda

219,510

                              -  

6.02.06

 Transaction cost

-9,545

                              -  

6.03

 Net cash from financing activities

-383,015

-154,386

6.03.02

 Increase in loans, financing and debentures

190,252

348,800

6.03.03

 Payment of loans, financing and debentures

-599,448

-546,294

6.03.04

 Repurchase of treasury shares

                              -  

-8,693

6.03.06

 Loan transactions with related parties

5,625

7,530

6.03.07

 Obligation with investors

-1,140

-2,433

6.03.08

 Disposal of treasury shares

317

2,149

6.03.09

 Result of the disposal of treasury shares

                              -  

-2,140

6.03.10

 Assignment of receivables

21,379

46,695

6.05

 Net increase (decrease) of cash and cash equivalents

-15,487

29,204

6.05.01

 Cash and cash equivalents at the beginning of the period

19,811

44,044

6.05.02

 Cash and cash equivalents at the end of the period

4,324

73,248

 

8


 
 

INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 01/01/2017 TO 09/30/2017 (in thousands of Brazilian reais)

     

 CODE

 DESCRIPTION

Capital

Capital reserves, stock options  and treasury shares

Profit reserves

Retained earnings

Other comprehensive income

Total Equity

5.01

Opening balance

2,740,662

49,424

                              -  

-861,761

                              -  

1,928,325

5.03

Opening adjusted balance

2,740,662

49,424

                              -  

-861,761

                              -  

1,928,325

5.04

Capital transactions with shareholders

-219,510

3,233

                              -  

-107,720

                              -  

-323,997

5.04.03

Stock option plan

                              -  

2,916

                              -  

                              -  

                              -  

2,916

5.04.05

Treasury shares sold

                              -  

317

                              -  

                              -  

                              -  

317

5.04.08

Capital reduction

-219,510

                              -  

                              -  

-107,720

                              -  

-327,230

5.05

Total of comprehensive income (loss)

                              -  

                              -  

                              -  

-387,242

                              -  

-387,242

5.05.01

Net income (loss) for the period

                              -  

                              -  

                              -  

-387,242

                              -  

-387,242

5.07

Closing balance

2,521,152

52,657

                              -  

-1,356,723

                              -  

1,217,086

 

 

9


 
 

INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 07/01/2016 TO 09/30/2016 (in thousands of Brazilian reais)

 CODE

 DESCRIPTION

Capital

Capital reserves, stock options  and treasury shares

Profit reserves

Retained earnings

Other comprehensive income

Total Equity

5.01

Opening balance

2,740,662

50,854

303,975

                              -  

                              -  

3,095,491

5.03

Opening adjusted balance

2,740,662

50,854

303,975

                              -  

                              -  

3,095,491

5.04

Capital transactions with shareholders

                              -  

-2,612

-2,140

                              -  

                              -  

-4,752

5.04.03

Stock option plan

                              -  

3,932

                              -  

                              -  

                              -  

3,932

5.04.04

Treasury shares acquired

                              -  

-8,693

                              -  

                              -  

                              -  

-8,693

5.04.05

Treasury shares sold

                              -  

2,149

-2,140

                              -  

                              -  

9

5.05

Total of comprehensive income (loss)

                              -  

                              -  

                              -  

-164,288

                              -  

-164,288

5.05.01

Net income (loss) for the period

                              -  

                              -  

                              -  

-164,288

                              -  

-164,288

5.07

Closing balance

2,740,662

48,242

301,835

-164,288

                              -  

2,926,451

 

 

 

 

10


 
 

INDIVIDUAL STATEMENT OF VALUE ADDED (in thousands of Brazilian Reais)

 CODE

 DESCRIPTION

YEAR TO DATE 01/01/2017 to 09/30/2017

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2016 to 09/30/2016

7.01

 Revenues

359,722

515,562

7.01.01

 Real estate development, sales and services

377,489

523,433

7.01.04

 Allowance for doubtful accounts

-17,767

-7,871

7.02

 Inputs acquired from third parties

-278,707

-391,828

7.02.01

 Cost of Sales and/or Services

-295,990

-371,342

7.02.02

 Materials, energy, outsourced labor and other

-80,892

-56,947

7.02.04

 Others

98,175

36,461

7.02.04.01

 Result from discontinued operation

98,175

36,461

7.03

 Gross value added

81,015

123,734

7.04

 Retentions

-25,337

-22,125

7.04.01

 Depreciation and amortization

-25,337

-22,125

7.05

 Net value added produced by the Company

55,678

101,609

7.06

 Added value received on transfer

-155,008

28,948

7.06.01

 Income from equity method investments

-175,860

-12,457

7.06.02

 Financial income

20,852

41,405

7.07

 Value added total to be distributed

-99,330

130,557

7.08

 Value added distribution

-99,330

130,557

7.08.01

 Personnel and payroll charges

63,447

82,318

7.08.01.01

 Direct remuneration

63,447

82,318

7.08.02

 Taxes and contributions

43,653

57,704

7.08.02.01

 Federal

43,653

57,704

7.08.03

 Compensation – Interest

180,812

154,823

7.08.03.01

 Interest

177,836

150,082

7.08.03.02

 Rent

2,976

4,741

7.08.04

 Compensation – Company capital

-387,242

-164,288

7.08.04.03

 Net income (Retained losses)

-387,242

-164,288

 

 

11


 
 

CONSOLIDATED FINANCIAL STATEMENTS - BALANCE SHEET - ASSETS (in thousands of Brazilian Reais)

       

 CODE

 DESCRIPTION

ACTUAL QUARTER 09/30/2017

PRIOR YEAR 12/31/2016

1

 Total Assets

3,422,331

5,210,089

1.01

 Current Assets

1,845,722

3,400,200

1.01.01

 Cash and cash equivalents

26,626

29,534

1.01.01.01

 Cash and banks

26,626

29,534

1.01.02

 Short-term investments

129,372

223,646

1.01.02.01

 Fair value of short-term investments

129,372

223,646

1.01.02.01.02

 Short-term investments avaliable for sale

129,372

223,646

1.01.03

 Accounts receivable

570,303

722,640

1.01.03.01

 Trade accounts receivable

570,303

722,640

1.01.03.01.01

 Receivables from clients of developments 

554,023

701,906

1.01.03.01.02

 Receivables from clients of construction and services rendered

16,280

20,734

1.01.04

 Inventories

987,657

1,122,724

1.01.04.01

 Properties for sale

987,657

1,122,724

1.01.07

 Prepaid expenses

5,526

2,548

1.01.07.01

 Prepaid expenses and others

5,526

2,548

1.01.08

 Other current assets

126,238

1,299,108

1.01.08.01

 Non current assets for sale

3,270

3,306

1.01.08.02

 Assets from discontinued operations

                              -  

1,189,011

1.01.08.02.01

 Assets held for sale

                              -  

1,189,011

1.01.08.03

 Others

122,968

106,791

1.01.08.03.01

 Other accounts receivable and others 

57,120

49,336

1.01.08.03.02

 Receivables from related parties

65,471

57,455

1.01.08.03.03

 Derivative financial instruments

377

                              -  

1.02

 Non current assets

1,576,609

1,809,889

1.02.01

 Non current assets

866,183

957,773

1.02.01.03

 Accounts receivable

197,407

271,322

1.02.01.03.01

 Receivables from clients of developments 

197,407

271,322

1.02.01.04

 Inventories

475,700

592,975

1.02.01.04.01

 Properties for sale

475,700

592,975

1.02.01.09

 Others non current assets

193,076

93,476

1.02.01.09.03

 Other assets

172,348

58,917

1.02.01.09.04

 Receivables from related parties

20,728

25,529

1.02.01.09.05

 Derivative financial instruments

                              -  

9,030

1.02.02

 Investments

665,813

799,911

1.02.02.01

 Interest in associates and affiliates

665,813

799,911

1.02.03

 Property and equipment

24,871

23,977

1.02.03.01

 Operation property and equipment

24,871

23,977

1.02.04

 Intangible assets

19,742

28,228

1.02.04.01

 Intangible assets

19,742

28,228

 

 

12


 
 

CONSOLIDATED FINANCIAL STATEMENTS - BALANCE SHEET - LIABILITIES AND EQUITY (in thousands of Brazilian Reais)

CODE

 DESCRIPTION

ACTUAL QUARTER 09/30/2017

PRIOR YEAR 12/31/2016

2

 Total Liabilities

3,422,331

5,210,089

2.01

 Current liabilities

1,239,683

2,275,550

2.01.01

 Social and labor obligations

29,387

28,880

2.01.01.02

 Labor obligations

29,387

28,880

2.01.01.02.01

 Salaries, payroll charges and profit sharing

29,387

28,880

2.01.02

 Suppliers

89,975

79,120

2.01.03

 Tax obligations

50,412

51,842

2.01.03.01

 Federal tax obligations

50,412

51,842

2.01.04

 Loans and financing

593,263

983,934

2.01.04.01

 Loans and financing

354,592

669,795

2.01.04.01.01

 In Local Currency

354,592

669,795

2.01.04.02

 Debentures

238,671

314,139

2.01.05

 Other obligations

373,816

400,908

2.01.05.01

 Payables to related parties

81,933

85,611

2.01.05.02

 Others

291,883

315,297

2.01.05.02.04

 Obligations for purchase of properties and advances from customers

170,680

205,388

2.01.05.02.06

 Other payables

87,496

69,921

2.01.05.02.07

 Obligations assumed on the assignment  of receivables

33,707

34,698

2.01.05.02.08

 Derivative financial instruments

                              -  

5,290

2.01.06

 Provisions

102,830

79,054

2.01.06.01

 Tax, labor and civil lawsuits

102,830

79,054

2.01.06.01.01

 Tax lawsuits

675

1,369

2.01.06.01.02

 Labor lawsuits

20,237

23,818

2.01.06.01.04

 Civil lawsuits

81,918

53,867

2.01.07

 Liabilities related to assets from discontinued operations

                              -  

651,812

2.01.07.01

 Liabilities on Non-current Assets for Sale

                              -  

651,812

2.01.07.01.01

 Liabilities held for sale

                              -  

651,812

2.02

 Non current liabilities

961,555

1,004,086

2.02.01

 Loans and financing

626,009

653,634

2.02.01.01

 Loans and financing

582,426

516,505

2.02.01.01.01

 Loans and financing in local currency

582,426

516,505

2.02.01.02

 Debentures

43,583

137,129

2.02.02

 Other obligations

162,760

166,143

2.02.02.02

 Others

162,760

166,143

2.02.02.02.03

 Obligations for purchase of properties and advances from customers

98,117

90,309

2.02.02.02.04

 Other payables

5,764

11,502

2.02.02.02.06

 Obligations assumed on the assignment  of receivables

58,879

64,332

2.02.03

 Deferred taxes 

100,405

100,405

2.02.03.01

 Deferred income tax and social contribution 

100,405

100,405

2.02.04

 Provisions

72,381

83,904

2.02.04.01

 Tax, labor and civil lawsuits

72,381

83,904

2.02.04.01.01

 Tax lawsuits

1,880

1,755

2.02.04.01.02

 Labor lawsuits 

42,637

37,837

2.02.04.01.04

 Civil lawsuits

27,864

44,312

2.03

 Equity

1,221,093

1,930,453

2.03.01

 Capital

2,521,152

2,740,662

2.03.01.01

 Capital

2,521,152

2,740,662

2.03.02

 Capital Reserves

52,657

49,424

2.03.02.04

 Granted options

156,081

153,165

2.03.02.05

 Treasury shares

-30,139

-32,524

2.03.02.07

 Reserve for expenditures with public offering

-71,217

-71,217

2.03.02.08

 Result of transfers in treasury shares

-2,068

                              -  

2.03.05

 Retained earnings/accumulated losses

-1,356,723

-861,761

2.03.09

 Non-controlling interest

4,007

2,128

 

13


 
 

CONSOLIDATED FINANCIAL STATEMENTS - INCOME -  (in thousands of Brazilian Reais)

   

 CODE

 DESCRIPTION

ACTUAL QUARTER 07/01/2017 to 09/30/2017

YEAR TO DATE 01/01/2017 to 09/30/2017

SAME QUARTER FROM PREVIOUS YEAR 07/01/2016 to 09/30/2016

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2016 to 09/30/2016

3.01

 Gross Sales and/or Services

160,325

444,117

268,271

651,881

3.01.01

 Revenue from real estate development 

173,520

480,398

288,032

699,736

3.01.03

 Taxes on real estate sales and services 

-13,195

-36,281

-19,761

-47,855

3.02

 Cost of sales and/or services

-167,956

-483,318

-267,308

-621,378

3.02.01

 Cost of real estate development

-167,956

-483,318

-267,308

-621,378

3.03

 Gross profit

-7,631

-39,201

963

30,503

3.04

 Operating expenses/income

-129,829

-361,644

-82,568

-208,936

3.04.01

 Selling expenses

-22,929

-63,169

-24,701

-61,692

3.04.02

 General and administrative expenses

-21,441

-68,548

-27,544

-74,070

3.04.05

 Other operating expenses

-18,408

-87,266

-22,701

-71,386

3.04.05.01

 Depreciation and amortization

-8,379

-25,962

-8,180

-23,332

3.04.05.02

 Other operating expenses

-10,029

-61,304

-14,521

-48,054

3.04.06

 Income from equity method investments

-67,051

-142,661

-7,622

-1,788

3.05

 Income (loss) before financial results and income taxes

-137,460

-400,845

-81,605

-178,433

3.06

 Financial

-21,069

-83,019

-5,911

-10,098

3.06.01

 Financial income

6,604

23,680

7,479

48,493

3.06.02

 Financial expenses

-27,673

-106,699

-13,390

-58,591

3.07

 Income before income taxes

-158,529

-483,864

-87,516

-188,531

3.08

 Income and social contribution taxes 

622

-1,673

-1,076

-6,645

3.08.01

 Current

622

-1,673

-1,076

-7,608

3.08.02

 Deferred

0

0

0

963

3.09

 Income (loss) from continuing operation

-157,907

-485,537

-88,592

-195,176

3.10

 Income (loss) from discontinued operation

0

98,175

16,555

32,927

3.10.01

 Net income (loss) from discontinued operations

0

98,175

16,555

32,927

3.11

 Income (loss) for the period

-157,907

-387,362

-72,037

-162,249

3.11.01

 Income (loss)  attributable to the Company

-157,841

-387,242

-72,622

-164,288

3.11.02

 Net income attributable to non-controlling interests

-66

-120

585

2,039

3.99

 Earnings per Share – (Reais / Share)

0

0

0

0

3.99.01

 Basic Earnings per Share

0

0

0

0

3.99.01.01

 ON

-5.87343

-14.40969

-2.69278

-6.09169

3.99.02

 Diluted Earnings per Share

                              -  

                              -  

                              -  

                              -  

3.99.02.01

 ON

-5.87343

-14.40969

-2.69278

-6.09169

 

 

14


 
 

CONSOLIDATED FINANCIAL STATEMENTS - COMPREHENSIVE INCOME (LOSS) -  (in thousands of Brazilian Reais)

   

 CODE

 DESCRIPTION

ACTUAL QUARTER 07/01/2017 to 09/30/2017

YEAR TO DATE 01/01/2017 to 09/30/2017

SAME QUARTER FROM PREVIOUS YEAR 07/01/2016 to 09/30/2016

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2016 to 09/30/2016

4.01

 Consolidated Income (loss) for the period

-157,907

-387,362

-72,037

-162,249

4.03

 Consolidated comprehensive income (loss) for the period

-157,907

-387,362

-72,037

-162,249

4.03.01

 Income (loss) attributable to the Company

-157,841

-387,242

-72,622

-164,288

4.03.02

 Net income attributable to the noncontrolling interests

-66

-120

585

2,039

 

 

15


 
 

CONSOLIDATED FINANCIAL STATEMENTS - CASH FLOWS - INDIRECT METHOD -  (in thousands of Brazilian Reais)

 

 CODE

 DESCRIPTION

YEAR TO DATE 01/01/2017 to 09/30/2017

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2016 to 09/30/2016

6.01

 Net cash from operating activities

200,941

93,287

6.01.01

 Cash generated in the operations

-196,146

-47,058

6.01.01.01

 Income (loss) before income and social contribution taxes

-483,864

-188,531

6.01.01.02

 Income from equity method investments

142,661

1,788

6.01.01.03

 Stock options expenses

2,898

5,506

6.01.01.04

 Unrealized interest and finance charges, net 

46,975

74,899

6.01.01.05

 Financial instruments

-790

-13,526

6.01.01.06

 Depreciation and amortization

25,962

23,332

6.01.01.07

 Provision for legal claims

61,431

44,542

6.01.01.08

 Provision for profit sharing 

9,394

12,500

6.01.01.09

 Warranty provision

-7,439

-9,234

6.01.01.10

 Write-off of property and equipment, net

0

1,501

6.01.01.11

 Allowance for doubtful accounts 

17,767

7,871

6.01.01.12

 Provision for realization of non-financial assets - properties for sale

-11,141

-6,302

6.01.01.13

 Provision for penalties due to delay in construction works

0

-1,404

6.01.02

 Variation in assets and liabilities

345,128

45,952

6.01.02.01

 Trade accounts receivable

180,528

199,882

6.01.02.02

 Properties for sale

263,519

388

6.01.02.03

 Other accounts receivable

-9,272

12,692

6.01.02.04

 Prepaid expenses

-2,978

-233

6.01.02.05

 Obligations for purchase of properties and adv. from customers

-26,900

-93,326

6.01.02.06

 Taxes and contributions  

-1,430

-13,454

6.01.02.07

 Suppliers

10,520

-4,626

6.01.02.08

 Salaries and payroll charges

-8,887

-10,607

6.01.02.09

 Transactions with related parties

-22,906

84,337

6.01.02.10

 Other obligations

-35,393

-122,456

6.01.02.11

 Income tax and social contribution payable

-1,673

-6,645

6.01.03

 Others

51,959

94,393

6.01.03.01

 Net cash from operating activities related to disposal group held for sale

51,959

94,393

6.02

 Net cash from investing activities

335,826

128,585

6.02.01

 Purchase of property and equipment and intangible assets

-18,370

-30,449

6.02.02

 Increase in investments

1,294

-15,267

6.02.03

 Redemption of short-term investments

851,218

1,202,191

6.02.04

 Purchase of short-term investments

-756,944

-1,039,966

6.02.05

 Receivable from exercise of preemptive rights Tenda

219,510

0

6.02.06

 Transaction cost

-9,545

0

6.02.07

 Net cash from investing activities related to disposal group held for sale

48,663

12,076

6.03

 Net cash from financing activities

-414,964

-143,172

6.03.02

 Increase in loans, financing and debentures

255,805

515,891

6.03.03

 Payment of loans, financing and debentures

-721,076

-642,640

6.03.04

 Repurchase of treasury shares

0

-8,693

6.03.06

 Loan transactions with related parties

5,625

7,530

6.03.07

 Obligation with investors

-1,237

-1,752

6.03.08

 Disposal of treasury shares

317

2,149

6.03.09

 Result of the disposal of treasury shares

0

-2,140

6.03.10

 Assignment of receivables

21,513

53,828

6.03.11

 Net cash from financing activities related to disposal group held for sale

24,089

-67,345

6.04

 Foreign Exchange Gains and Losses on Cash and Cash Equivalents

-124,711

0

6.05

 Net increase (decrease) of cash and cash equivalents

-2,908

78,700

6.05.01

 Cash and cash equivalents at the beginning of the period

29,534

82,640

6.05.02

 Cash and cash equivalents at the end of the period

26,626

161,340

 

 

16


 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 01/01/2017 TO 09/30/2017 (in thousands of Brazilian reais)

 CODE

 DESCRIPTION

 Capital

 Capital reserves, stock options  and treasury shares

 Profit reserves

 Retained earnings

 Other comprehensive income

 Total Shareholders equity

 Non Controlling interest

 Total equity Consolidated

5.01

Opening balance

2,740,662

49,424

          -  

-861,761

                -  

1,928,325

2,128

1,930,453

5.03

Opening adjusted balance

2,740,662

49,424

               -  

-861,761

                 -  

1,928,325

2,128

1,930,453

5.04

Capital transactions with shareholders

-219,510

3,233

               -  

-107,720

                 -  

-323,997

1,999

-321,998

5.04.03

Stock option plan

               -  

2,916

                   -  

      -  

                    -  

2,916

            -  

2,916

5.04.05

Treasury shares sold

      -  

317

               -  

         -  

                     -  

317

             -  

317

5.04.08

Capital reduction

-219,510

              -  

             -  

-107,720

                   -  

-327,230

                -  

-327,230

5.04.10

Low discontinued operation

      -  

                  -  

                 -  

          -  

                    -  

          -  

1,999

1,999

5.05

Total of comprehensive income (loss)

           -  

                  -  

                 -  

-387,242

                       -  

-387,242

-120

-387,362

5.05.01

Net income (loss) for the period

-  

                  -  

                 -  

-387,242

                      -  

-387,242

-120

-387,362

5.07

Closing balance

2,521,152

52,657

                  -  

-1,356,723

                      -  

1,217,086

4,007

1,221,093

                   

 

 

17


 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 01/01/2016 TO 09/30/2016 (in thousands of Brazilian reais)

 CODE

 DESCRIPTION

 Capital

 Capital reserves, stock options  and treasury shares

 Profit reserves

 Retained earnings

 Other comprehensive income

 Total Shareholders equity

 Non Controlling interest

 Total equity Consolidated

5.01

Opening balance

2,740,662

50,854

303,975

                 -  

               -  

3,095,491

1,745

3,097,236

5.03

Opening adjusted balance

2,740,662

50,854

303,975

                 -  

               -  

3,095,491

1,745

3,097,236

5.04

Capital transactions with shareholders

                  -  

-2,612

-2,140

                 -  

               -  

-4,752

-1,535

-6,287

5.04.01

Capital increase

                  -  

                            -  

               -  

                 -  

               -  

                -  

1,383

1,383

5.04.03

Stock option plan

                  -  

3,932

               -  

                 -  

               -  

3,932

                -  

3,932

5.04.04

Treasury shares acquired

                  -  

-8,693

               -  

                 -  

               -  

-8,693

                -  

-8,693

5.04.05

Treasury shares sold

                  -  

2,149

-2,140

                 -  

               -  

9

                -  

9

5.04.06

Dividends

                  -  

                            -  

               -  

                 -  

               -  

                -  

-2,918

-2,918

5.05

Total of comprehensive income (loss)

                  -  

                            -  

               -  

-164,288

               -  

-164,288

2,039

-162,249

5.05.01

Net income (loss) for the period

                  -  

                            -  

               -  

-164,288

               -  

-164,288

2,039

-162,249

5.06

Reserves

                  -  

                            -  

               -  

                 -  

               -  

                -  

49

49

5.06.01

Constitution of reserves

                  -  

                            -  

               -  

                 -  

               -  

                -  

49

49

5.07

Closing balance

2,740,662

48,242

301,835

-164,288

               -  

2,926,451

2,298

2,928,749

18


 
 

 

CONSOLIDATED STATEMENT OF VALUE ADDED (in thousands of Brazilian Reais)

 CODE

 DESCRIPTION

YEAR TO DATE 01/01/2017 to 09/30/2017

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2016 to 09/30/2016

7.01

 Revenues

480,398

699,736

7.01.01

 Real estate development, sales and services

498,165

707,607

7.01.04

 Allowance for doubtful accounts

-17,767

-7,871

7.02

 Inputs acquired from third parties

-397,028

-547,124

7.02.01

 Cost of Sales and/or Services

-392,201

-503,359

7.02.02

 Materials, energy, outsourced labor and other

-103,002

-76,692

7.02.04

 Others

98,175

32,927

7.02.04.01

 Result from discontinued operation

98,175

32,927

7.03

 Gross value added

83,370

152,612

7.04

 Retentions

-25,962

-23,332

7.04.01

 Depreciation and amortization

-25,962

-23,332

7.05

 Net value added produced by the Company

57,408

129,280

7.06

 Value added received on transfer

-118,981

46,706

7.06.01

 Income from equity method investments

-142,661

-1,788

7.06.02

 Financial income

23,680

48,494

7.07

 Total value added to be distributed

-61,573

175,986

7.08

 Value added distribution

-61,573

175,986

7.08.01

 Personnel and payroll charges

72,061

87,451

7.08.01.01

 Direct remuneration

72,061

87,451

7.08.02

 Taxes and contributions

51,393

70,055

7.08.02.01

 Federal

51,393

70,055

7.08.03

 Compensation – Interest

202,215

182,768

7.08.03.01

 Interest

197,816

176,610

7.08.03.02

 Rent

4,399

6,158

7.08.04

 Compensation – Company capital

-387,242

-164,288

7.08.04.03

 Net income (Retained losses)

-387,242

-164,288

 

 

19


 
 

 

FOR IMMEDIATE RELEASE - Gafisa S.A. (B3: GFSA3; NYSE: GFA), one of Brazil’s leading homebuilders, today reports its financial results for the third quarter ended September 30, 2017

 

GAFISA REPORTS RESULTS FOR
3Q17

 

CONFERENCE CALL

August 11, 2017

10:00 am Brasilia Time
In Portuguese
Phones:
+55 (11) 3193-1001 / 2820-4001 (Brazil)
Code: Gafisa

07:00 am US EST
In English (simultaneous translation
 from Portuguese
)
+ 1-646828-8246 / + 1 786 924-6977 (USA)
Code: Gafisa

 

Webcast: www.gafisa.com.br/ri

Replay:
+55 (11) 3193-1012 / 2820-4012 (Brazil)
Portuguese: 1099857#
English: 7920629#

Shares
GFSA3 – B3 (former BM&FBovespa)
GFA – NYSE
Total shares outstanding: 28.040.162
Average Daily Trading Volume (90 days²):
R$4.2 million
(1) Including 972,347 treasury shares;
(2) Until Seeptember 30, 2017.

 

MANAGEMENT COMMENTS AND HIGHLIGHTS

 

The third quarter 2017 was characterized by the new project launches, after a semester where we prioritized the sales of units in inventory. The four projects launched in the quarter, which performed well, totaled R$464 million in PSV, reflecting the Company’s business planning and strategy, with a more precise launch profile to face the complexities of the macroeconomic scenario. Despite the gradual improvements in indicators such as inflation, employment and, particularly, interest rates, the still uncertain pace of the Brazilian economic recovery reinforces the cautious stance Gafisa is taking in real estate market.

Another relevant achievement was the ongoing positive operating results, a direct consequence of the improvements on Gafisa’s business model. The evolution of the model can be seen in the “Sales over Supply” (SoS) indicator, which grew for the fourth consecutive quarter and reached 37.6% in the 12 months up to the end of the 3Q17. In the quarter, the SoS was 18.3%, a considerable improvement over the 7.9% in the 2Q17, reflecting not only good performance of launches but also of sales of inventory in the period. The 3Q17 had the best quarterly performance in SoS of the last five years.

Our constant initiatives to increase the quality of credit analysis, combined with the improvements in the economy, reinforced the downward trend of dissolutions, which came to R$84.4 million in 3Q17, down 25.7% over the 2Q17 and down 20.5% over 3Q16, the lowest level since 2014.

As a result of the factors mentioned above, net pre-sales came to R$354.0 million in 3Q17, a substantial growth over R$127.1 million recorded in 2Q17 and R$258.3 million recorded in 3Q16. Launches sales came to 63.5% of total net sales in the quarter.

It is important to mention that Gafisa, in line with our decision-making process for new projects, will not have the same volume of launches in the fourth quarter. Therefore, we will concentrate our efforts on sales of inventories, thus, resulting in slower sales velocity.

Net revenue came to R$160.3 million in 3Q17, up 8.9% q-o-q, but still 40.2% lower than 3Q16. Dissolutions, which were at a lower level during the quarter, are concentrated in units of the older legacy projects,

 


 

20


 
 

 

negatively impacting the Company’s revenues. There is also a concentration of net sales on projects that are more recent and with slower work evolution, which impedes a faster recovery of revenues. In the accumulated during the first nine months of 2017, net revenues totaled R$444.1 million.

Deferred income totaled R$220.2 million, up 36.5% over the previous quarter and 53.6% over the previous year, a result of good operating performance and correct placement of projects, contributing to the build-up of revenues over the next quarters.

The initiatives to increase efficiency and productivity of our operations succeeded for another quarter. General and administrative expenses which totaled R$21.4 million in 3Q17, remained in line sequentially but went down 22.2% the same quarter of last year. Selling expenses increased 8.2% over the previous quarter, reflecting the launches in the period, but decreased 7.2% in comparison to the 3Q16.

Thus, this quarter Gafisa recorded a net loss of R$100.5 million, versus a net loss of R$134.6 million in 2Q17 and R$80.0 million in 3Q16, excluding Alphaville equity income and effects of the Tenda transaction.

Gafisa continues with a conservative cash management strategy. Operating cash generation came to R$93.0 million in 3Q17, down 8.4% from the 2Q17 due to a reduced number of deliveries in the quarter and, consequently, a 9.7% drop in transfers. Net cash generation totaled R$49.1 million, more than double the R$20.5 million registered in 2Q17. In the first nine months of 2017, and excluding the inflow of funds from Tenda transaction, the operating cash flows came to R$290.0 million, with a net cash generation of R102.8 million.

Gafisa’s net debt came to R$1.1 billion at the end of 3Q17, down 18% from the previous quarter and down 26% from last year. The balance of leverage, measured by the net debt to shareholders’ equity ratio, reached 87.1% in 3Q17 and remains one of the Company’s management main areas of focus. Excluding projects’ financing, the net debt to shareholders’ equity ratio stood at 12.7%. It is important to highlight the negotiations to increase debt maturity, which reflects in the lower proportion of short-term debt, from 62.4% of total debt in the 2Q17 to 48.7% in 3Q17. Gafisa will additionally receive R$100.0 million relating to the Tenda transaction in the next periods, as contractually agreed.

Despite the short-term uncertainties, the evolution of the financial results during the third quarter, albeit mild, points to a slow and gradual inflection of our results. As we have mentioned previously, results are still impacted by the lower relevance of more recent projects. Over the future, we should start to recognize the positive impacts of these more recent projects, that command margins that are more adequate.

We are confident that the strategic actions adopted by Gafisa, focused on reducing inventories, a rigorous process to define project launches and higher operating efficiency, position us favorably for the recovery of the real estate markets over the coming years.

 

Sandro Gamba                                                           

CEO                                                                

 

 


 

21


 
 

 

3Q QUARTERLY INFORMATION

 

OPERATIONAL RESULTS

 

§

Decrease in dissolutions, which totaled R$84.4 million in the quarter, a decrease of 25.7% over 2Q17 and 20.5% over 3Q16, to the lowest volume since 2014.

§

Consolidated sales over supply (SoS) reached 18.3% in 3Q17, compared to 7.9% in 2Q17 and 11.5% in 3Q16. In the last 12 months, SoS reached 37.6%, the highest level of the last five years.

§

Net pre-sales in 3Q17 totaled R$354.0 million, up 37.0% compared to R$258.3 million in 3Q16. In 9M17, net pre-sales totals R$598.6 million, an increase of 32% vs. 9M16.

§

During the 3Q17, the Company delivered a 296 units project, representing total PSV of R$75.2 million. In the 9M17 aggregate, the PSV delivered was R$820.2 million.

§

Launches accounted for 63.5% of total net sales. Consolidated inventory at market value increased by 7.1% in relation to 2Q17, totaling R$1.6 billion.

 

FINANCIAL RESULTS

 

§

Operating cash generation reached R$93.0 million in 3Q17, with a net generation of R$49.1 million. In the year accumulated, operating cash generation was R$290.0 million, and net generation reached r$102.8 million.

§

The quarterly net income recognized by the “PoC” method totaled R$160.3 million, 9% increase in comparison with the previous quarter. In 9M17, net revenue reached R$444.1 million.

§

Adjusted gross income was R$18.7 million, compared to adjusted gross income of R$ 12.4 million in 2Q17 and R$47.2 million in the previous year, closing 9M17 at R$51.9 million. Adjusted gross margin reached 11.7% compared to adjusted gross margin of 8.4% in 2Q17, and 17.6% in the annual comparison. In 9M17, the adjusted gross margin reached the level of 11.7%.

 


 

22


 
 

 

OPERATIONAL RESULTS

 

Launches and Pre-sales

The launches of 3Q17 totaled R$ 463.8 million, represented by four projects, three in São Paulo and one in Curitiba (the third phase of Ecoville Park). The sales speed of these launches reached 47.7%.

 

 

Table1. Launches, Sales and Dissolutions (R$ thousand)

                           

 

3Q17

2Q17

Q/Q (%)

3Q16

Y/Y (%)

9M17

9M16

Y/Y (%)

Launches

463,841

-

-

410,966

13%

463,841

621,429

-25%

Gross Sales

438,429

240,795

82.1%

364,454

20.3%

914,834

863,553

5.6%

Dissolutions

(84,390)

(113,648)

-25.7%

(106,122)

-20.5%

(316,251)

(408,860)

-22.7%

Net Pre-Sales

354,039

127,146

178%

258,332

37%

598,583

454,693

32%

Sales over Supply (SoS)

18.3%

7.9%

1040 bps

11.5%

680 bps

27.5%

18.7%

880 bps

Delivered PSV

75,227

479,869

-84.3%

935,678

-92.0%

820,153

1,452,827

-43.5%

                 

 

 

Net Pre-Sales

In 3Q17, gross sales totaled R$438.4 million, growing both in relation to 2Q17 (+82.1%) and to 3Q16 (+20.3%), reflecting the good sales performance of the launches combined with the continuation of sales of remaining units at the same level as in 2Q17. Dissolutions decreased and totaled R$84.4 million, 25.7% and 20.5% lower than in 2Q17 and in 3Q16, respectively. As a result, net sales reached R$354.0 million in 3Q17, compared to R$127.1 million in 2Q17 and R$258.3 million in 3Q16. In the year to date, net sales reached R$598.6 million, 31.6% higher than in the same period of 2016.  

The project launches accounted for 63.5% of total net sales in 3Q17. Regarding the sale of units in inventory, 78.9% refer to sales of projects launched until the end of 2015, improving the profile of our inventory. Dissolutions were higher in projects launched until 2014, where work has progressed further, with consequent impact on revenue recognition and margin composition.

 

 


 

23


 
 

 

 

Sales over Supply (SoS)


Good business performance in the quarter drove sales speeds. Quarterly SoS increased to 18.3%, the best quarterly performance since 2012, and SoS accumulated in twelve months reached 37.6%, the highest level since 2013. These results reinforce that we were correct on our launch strategy and on the balance of selling the inventory of remaining units.  

 

Dissolutions


Dissolutions totaled R$84.4 million in 3Q17, the lowest level since 2014 and a significant reduction both in relation to the R$113.6 million in 2Q17 and to the R$106.1 million in 3Q16. The accumulated volume of dissolutions in 2017 reached R$316.3 million, a reduction of 22.7% compared to 9M16.

The reduction of the dissolutions is due to the successful initiatives to increase the quality of the credit analysis adopted over the last three years by Gafisa, as well as the slight improvement in the macroeconomic scenario after a strong recession.

 


 

24


 
 

 

 

Inventory (Property for Sale)

                The inventory at market value reached R$1,581.4 million at the end of 3Q17, 7.1% higher than in 2Q17, due to the launches made in the period, although these have achieved good sales speed.

 

Table 2. Inventory at Market Value 2Q17 x 3q17 (R$ thousand)

 

Inventories EoP 2Q17

Launches

Dissolutions

Gross Sales

Adjustments¹

Inventories EoP 3Q17

Q/Q(%)

São Paulo

1,149,787

406,672

64,255

(379,398)

(3,991)

1,237,325

7.6%

Rio de Janeiro

280,397

-

18,151

(30,648)

(1,039)

266,861

-4.8%

Other Markets

46,097

57,168

1,983

(28,383)

351

77,216

67.5%

Total

1,476,281

463,840

84,389

(438,429)

(4,679)

1,581,402

7.1%

¹ Adjustments reflect the updates related to the project scope, launch date and pricing update in the period.

 

In a quarter characterized by new launches and the delivery of a project, the Company was able to maintain a commercial balance between launches and complete units. The inventory of finished units fell from R$565.4 million (38.3% of total inventory) in 2Q17 to R$507.2 million in 3Q17 (32.1% of total).

The inventory of projects outside the strategic markets, of R$ 77.2 million, represents 4.9% of the total inventory, of which 52% are completed units. The increase of R$31.1 million compared to 2Q17 is explained by the launch of another phase of the Ecoville Park in Curitiba, as previously planned.

Of the total inventory completed, 60.0% are commercial projects. This proportion is due both to the high volume of deliveries over the last few years and to the lower sales speeds in this segment, where liquidity is still relatively lower.

 

Table 3 – Inventory at Market Value – Work Status– POC - (R$ 000)

 

Not Initiated

Up to 30% built

30% to 70% built

More than 70% built

Finished Units

Total 3Q17

São Paulo

208,808

28,121

544,580

214,363

241,453

1,237,325

Rio de Janeiro

-

7,971

-

33,045

225,845

266,861

Other Markets

37,348

-

-

-

39,868

77,216

Total

246,156

36,092

544,580

247,408

507,166

1,581,402

1) Inventory at market value includes projects in partnership. This index is not comparable to the accounting inventory, due to the implementation of new accounting practices on account of CPCs 18, 19 and 36.

 

Delivered Projects

The Company delivered 286 units in 3Q17, all in project Go Maraville, located in Jundiaí, São Paulo state, with PSV of R$75.2 million. In the 9M17, deliveries totaled 1,890 units and R$820.2 million. Currently, Gafisa has 18 projects under construction, all of which are on schedule according to the Company’s business plan

 


 

25


 
 

 

Transfers

Over the past few years, the Company has been taking steps to improve the performance of its receivables/transfer process, in an attempt to achieve higher rates of return on invested capital. Currently, the Company’s strategy is to transfer 90% of eligible units in a 90-day period after the delivery of the project. In accordance with this policy, transfers in 3Q17 totaled R$125.6 million, explained by the lower number of deliveries. In the 9M17, transfers reached R$366.4 million, 3.3% lower than the same period in 2016.

 

Table 4 – Delivered Projects (R$000 and %)

 

3Q17

2Q17

Q/Q (%)

3Q16

Y/Y (%)

9M17

9M16

Y/Y (%)

PSV Transferred¹

125,609

139,038

-9.7%

126,013

-0.3%

366,392

378,733

-3.3%

Delivered Projects

1

4

-75.0%

7

-85.7%

8

13

-38.5%

Delivered Units

296

1,241

-76.1%

1,899

-84.4%

1,890

3,331

-43.3%

Delivered PSV²

75,227

412,307

-81.8%

935,678

-92.0%

820,153

1,452,827

-43.5%

1) PSV refers to potential sales value of the units transferred to financial institutions;

2) PSV = Potential sales value of delivered units.

 

Landbank

The Company’s landbank, with a PSV of R$ 4.3 billion, represents 35 potential projects/phases or nearly 8 thousand units, 72% of potential projects/phases are in São Paulo and the rest in Rio de Janeiro. About 60% of the land was acquired through swap agreements, being the largest portion located in Rio de Janeiro. In 3Q17, the Company did not acquire new lad for its landbank.

The quarterly adjustments reflect mainly updates related to project scope and expected launch dates. 

Table 5 - Landbank (R$ 000)

 

PSV
(% Gafisa)

% Swap

Total

% Swap Units

% Swap Financial

Potential Units
(% Gafisa)

Potential

Units (100%)

São Paulo

2,518,279

51.7%

51.7%

0.0%

5,802

6,473

Rio de Janeiro

1,774,833

73.0%

73.0%

0.0%

2,246

2,300

Total

4,293,112

60.0%

60.0%

0.0%

8,048

8,773

1) The swap percentage is measured compared to the historical cost of land acquisition.

2) Potential units are net of swaps and refer to the Gafisa’s and/or its partners’ stake in the project.

 

Table 6 – Changes in the Landbank (2Q17 x 3Q17 - R$ 000)

 

Initial

Landbank

Land Acquisition

Launches

Dissolutions

Adjustments

Final Landbank

São Paulo

3,018,977

-

(463,841)

-

(36,857)

2,518,279

Rio de Janeiro

1,778,752

-

-

-

(3,919)

1,774,833

Total

4,797,729

-

(463,841)

-

(40,776)

4,293,112

               

 


 

26


 
 

 

FINANCIAL RESULTS

 

Revenue

3Q17 net revenues totaled R$160.3 million, up 8.9% from 2Q17, and down 40.2% from 3Q16. In the year to date, net revenues reached R$444.1 million. Revenue recognition is affected by the mix of net sales in the period, with sales concentrated in the most recent launches and, consequently, lower revenue recognition. Dissolutions were down in the quarter but continued to have a material impact on the Company’s revenue.

 

Table 7 – Revenue Recognition (R$ 000)

 

3Q17

3Q16

Launches

Pre-Sales

%
Sales

Revenue

%

Revenue

Pre-Sales

%
Sales

Revenue

%

Revenue

2017

224,814

63.5%

-

0.0%

-

0.0%

-

0.0%

2016

27,258

7.7%

19,555

12.2%

146,728

56.8%

57,865

21.6%

2015

40,346

11.4%

73,627

45.9%

38,110

14.8%

46,046

17.2%

2014

34,399

9.7%

42,920

26.8%

32,649

12.6%

92,382

34.4%

≤ 2013

27,222

7.7%

24,223

15.1%

40,844

15.8%

71,976

26.8%

Total

354,039

100.0%

160,324

100.0%

258,332

100.0%

268,270

100.0%

SP + RJ

349,248

98.6%

160,757

100.3%

227,963

88.2%

264,897

98.7%

Other Markets

4,791

1.4%

(433)

-0.3%

30,369

11.8%

3,373

1.3%

                   

 

Gross Profit & Margin

Adjusted gross income in the 3Q17 was R$18.7 million, up 50.4% from 2Q17, but down 60.4% from 3Q16. In 9M17, the adjusted gross income was R$51.9 million, down 65.0% from the 9M16. Even with a low level of dissolutions in the 3Q17, the impact of the sales mix in the revenue prevented a quicker margin recovery. Even so, the gross margin of -4.8% showed an evolution to the -9.8% of the previous quarter. Excluding the financial effects, the adjusted gross margin was 11.7% in the 3Q17, which compares to 8.4% in the 2Q17 and to 17.6% in the 3Q16.

Details of Gafisa's gross margin breakdown in 3Q17 are presented below.

 

Table 8 – Gross Margin (R$ 000)

 

3Q17

2Q17

Q/Q (%)

3Q16

Y/Y (%)

9M17

9M16

Y/Y (%)

Net Revenue

160,325

147,253

9%

268,271

40%

444,117

651,881

-32%

Gross Profit

(7,631)

(14,403)

-47%

963

-892%

(39,201)

30,503

-229%

Gross Margin

-4.8%

-9.8%

500 bps

0.4%

-520 bps

-8.8%

4.7%

-1350 bps

(-) Financial Costs

26,317

26,824

-2%

46,258

-43%

91,117

118,019

-23%

Adjusted Gross Profit (1)

18,686

12,421

50%

47,221

-60%

51,916

148,522

-65%

Adjusted Gross Margin (1)

11.7%

8.4%

330 bps

17.6%

-590 bps

11.7%

22.8%

-1110 bps

1)        Adjusted by capitalized interests

 

 


 

27


 
 

 

Selling, General and Administrative Expenses (SG&A)

In the 3Q17, the selling, general and administrative expenses (SG&A) totaled R$44.4 million, 8.4% up from 2Q17 and 15.1% down from 3Q16. In the year to date, the SG&A totaled R$131.7 million, 3.0% down from the same period in 2016.

The sales expenses totaled R$22.9 million, with a growth of 8.2% from the 2Q17 as a result of the launches in the period, which resulted in higher sales volume. In comparison to 3Q16, there was a 7.2% reduction.

The efforts improve operational efficiency continue to show positive results. The general and administrative expenses totaled R$21.4 million, 9% higher in comparison to last quarter, but with 22.2% reduction in comparison to 3Q16. Year to date, the reduction was 7.5%.

We keep pursuing a balanced operational structure. The recent structural redesign allowed us to reduce costs and expenses and, with more efficiency and agility, put us in a competitive position for the new development cycle of the Brazilian real estate market.

Table 9 – SG&A Expenses (R$ 000)

 

3Q17

2Q17

Q/Q (%)

3Q16

Y/Y (%)

9M17

9M16

Y/Y(%)

Selling Expenses

(22,929)

(21,184)

8%

(24,701)

-7%

(63,169)

(61,692)

2%

G&A Expenses

(21,441)

(19,738)

9%

(27,544)

-22%

(68,548)

(74,070)

-7%

Total SG&A Expenses

(44,370)

(40,922)

8%

(52,245)

-15%

(131,717)

(135,762)

-3%

Net Revenue

160,325

147,253

9%

268,271

-40%

444,117

651,881

32%

 

The Other Operating Revenues/Expenses totaled R$10.0 million, 68% below the R$31.6 million of the previous quarter, which was negatively impacted due to early conclusion of an arbitration proceeding, with a net effect of R$18.2 million.

The table below contains more details on the breakdown of this expense.

 

Table 10 – Other Operating Revenues/Expenses (R$ 000)

 

3Q17

2Q17

Q/Q(%)

3Q16

Y/Y (%)

9M17

9M16

Y/Y (%)

Litigation Expenses

(14,654)

(30,041)

51%

(13,278)

10%

(61,431)

(44,543)

38%

Others

4,625

(1,528)

-403%

(1,243)

-472%

127

(3,511)

-104%

Total

(10,029)

(31,569)

-68%

(14,521)

-31%

(61,304)

(48,054)

28%

 

Adjusted EBITDA

Adjusted EBITDA was negative R$44.2 million in the quarter, compared with R$-65.1 million in 2Q17 and R$-15.7 million in 3Q16.

It is worth noting that Gafisa's adjusted EBITDA does not consider the impact of the income from discontinued operations (Tenda) and the effect of Alphaville's equity income.  

 

28


 

 
 

 

Table 11 -  Adjusted EBITDA (R$ 000)

 

3Q17

2Q17

Q/Q (%)

3Q16

Y/Y (%)

9M17

9M16

Y/Y (%)

Net Income

(157,841)

(180,004)

-12%

(72,622)

117%

(387,242)

(164,288)

136%

Discontinued Operation Result ¹

-

(9,545)

-100%

16,555

-100%

98,175

32,927

198%

Adjusted Net Income¹

(157,841)

(170,459)

88%

(89,177)

77%

(485,417)

(197,215)

146%

(+) Financial Results

21,069

33,390

-37%

5,911

256%

83,019

10,098

722%

(+) Income Taxes

(622)

949

-166%

1,076

-158%

1,673

6,645

-75%

(+) Depreciation & Amortization

8,379

8,875

-6%

8,180

2%

25,962

23,332

11%

(+) Capitalized interests

26,317

26,824

-2%

46,258

-43%

91,117

118,019

-23%

(+) Expense w Stock Option Plan

1,194

(424)

-382%

2,316

-48%

2,898

5,506

-47%

(+) Minority Shareholders

(66)

(100)

-34%

585

-111%

(120)

2,039

-106%

(-) AUSA Income Effect

57,371

35,891

60%

9,158

526%

124,286

10,230

1115%

Adjusted EBITDA4

(44,199)

(65,054)

-32%

(15,693)

182%

(156,582)

(21,346)

634%

Net Revenue

160,325

147,253

9%

268,271

-40%

444,117

651,881

-32%

Adjusted EBITDA Margin

-27.6%

-44.2%

1660 bps

-5.8%

-2180 bps

-35.3%

-3.3%

-3200 bps

1) Sale of Tenda shares;

2) Adjusted by expense with stock option plan (non-cash) and minority shareholders. EBITDA does not consider Alphaville's equity income.

 

Financial Results

In the 3Q17, financial results were 28.3% smaller when compared to the 2Q17, and 11.7% smaller than the 3Q16, reflecting the reduction of the basic interest rate and the lower cash balance in the period. Financial expenses reached R$27.7 million, compared to the R$42.6 million of the 2Q17 and the R$13.4 million of the 3Q16.

Therefore, the net financial result was negative R$21.1 million in the 3Q17, compared to the negative net financial results of R$33.4 million in the 2Q17, and R$5.9 million in the 3Q16. The accumulated net financial result was R$83.0 negative in the 9M17.

 

Taxes

In the 3Q17, the income tax and social contribution line were positive at R$0.6 million. In the 9M17, income tax and social contribution expenses totaled R$1.7 million.

Net Income

As results of the previously discussed effects, the net income of the 3Q17, excluding the results of the Alphaville’s equity income, was negative in R$100.5 million, which compares with the net loss of R$134.6 million in the 2Q17 and of R$80.0 million in the 3Q16.

 

29


 
 

 

Table 12 – Net Income (R$ 000)

 

3Q17

2Q17

Q/Q (%)

3Q16

Y/Y (%)

9M17

9M16

Y/Y (%)

Net Revenue

160,325

147,253

9%

268,271

40%

444,117

651,881

-32%

Gross Profit

(7,631)

(14,403)

-47%

963

-892%

(39,201)

30,503

-229%

Gross Margin

-4.8%

-9.8%

500 bps

0.4%

-520 bps

-8.8%

4.7%

-1350 bps

Adjusted Gross Profit¹

18,686

12,421

50%

47,221

-60%

51,916

148,522

-65%

Adjusted Gross Margin

11.7%

8.4%

330 bps

17.6%

-590 bps

11.7%

22.8%

-1110 bps

Adjusted EBITDA2

(44,199)

(65,054)

-32%

(15,693)

182%

(156,582)

(21,346)

634%

Adjusted EBITDA Margin

-27.6%

-44.2%

1660 bps

-5.8%

-2180 bps

-35.3%

-3.3%

-3200 bps

Income from Discontinued Operation3

-

(9,545)

-100%

-

0%

98,175

32,927

198%

Adjusted Net Income4

(157,841)

(170,459)

-7%

(89,177)

77%

(485,417)

(197,215)

146%

( - ) Equity income from Alphaville

(57,371)

(35,891)

60%

(9,158)

526%

(124,286)

(10,230)

1115%

Adjusted Net Income (ex-AUSA)

(100,470)

(134,568)

-25%

(80,019)

26%

(361,131)

(186,985)

93%

1) Adjusted by capitalized interests;

2) Adjusted by note 1, by expense with stock option plan (non-cash) and minority shareholders. EBITDA does not consider Alphaville's equity income;

3) Sale of Tenda shares;

4) Adjusted by item 3.

 

Backlog of Revenues and Results

The backlog of results to be recognized under the PoC method totaled R$220.2 million in the 3Q17. The consolidated margin was 34.9% this quarter, compared to 35.8% in the 2Q17. The growth of the backlog in this quarter reflects the resumption of the launches in the period, combined with the good sales performance of projects launched in 2014 and 2015, signaling a positive outlook for revenues and gross profit in the next periods.

Table 13 – Backlog Results (REF) (R$ 000)

 

3Q17

2Q17

Q/Q (%)

3Q16

Y/Y (%)

Backlog Revenues

630,168

450,923

40%

394,475

60%

Backlog Costs (units sold)

(409,994)

(289,632)

42%

(251,151)

63%

Backlog Results

220,174

161,291

37%

143,324

54%

Backlog Margin

34.9%

35.8%

-90 bps

36.3%

-140 bps

1) Backlog results net of PIS/COFINS taxes (3.65%), and excluding the impact of PVA (Present Value Adjustment) method according to Law 11.638.

2) Backlog results comprise the projects restricted by condition precedent.

 

30


 
 

 

BALANCE SHEET

 

Cash and Cash Equivalents and Securities

On September 30, 2017, cash and cash equivalents and marketable securities totaled R$156.0 million, down 27.3% from June 30, 2017.

Receivables

At the end of 3Q17, total accounts receivable totaled R$1.5 billion, an increase of 11.0% compared to R$1.3 billion in 2Q17.

Currently, the Company has approximately R$ 365.7 million in accounts receivable from finished units.

 

Table 14. Total Receivables (R$ 000)

 

3Q17

2Q17

Q/Q (%)

3Q16

Y/Y (%)

Receivables from developments (off balance sheet)

654,040

468,005

40%

409,419

60%

Receivables from PoC- ST (on balance sheet)

570,303

602,295

-5%

780,968

-27%

Receivables from PoC- LT (on balance sheet)

197,407

208,230

-5%

313,802

-37%

Total

1,421,750

1,278,530

11%

1,504,189

-5%

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 to PoC and BRGAAP.

 

Cash Generation

The operational cash generation totaled R$93.0 million in the 3Q17, lower than the R$101.5 million generated in the 2Q17, due mainly to the lower number of delivered projects and consequent reduction in transfers, and the concentration of launches in the second half of the quarter, which dilutes cash inflows between 3Q17 and 4Q17. The good operating cash performance resulted in net cash generation of R$49.1 million in the 3Q17. Year to date, excluding inflows from the Tenda transaction, operational cash flow totaled R$290.0 million, with net cash generation reaching R$102.8 million.

 

Table 15. Cash Generation (R$ 000)

 

1Q17

2Q17

3Q17

Availabilities²

236,934

214,572

155,997

Change in Availabilities¹ (1)

(16,246)

(22,362)

(58,575)

Total Debt + Investor Obligations

1,589,312

1,326,977

1,219,273

Change in Total Debt + Investor Obligations (2)

(49,492)

(262,335)

(107,704)

Other Investments

237,109

237,109

237,109

Change in Other Investments (3)

-

-

-

Cash Generation in the period (1) - (2) + (3)

-

219,510

-

Cash Generation Final

33,246

20,463

49,130

Availabilities²

33,246

53,710

102,840

      1) Cash and cash equivalents, and marketable securities.


 

31


 
 

 

Liquidity

At the end of the 3Q17, the Company’s Net Debt/Shareholders’ Equity ratio was 87.1%, compared to 80.7% in the previous quarter, as a reflection of accumulation of losses from the previous periods faster than the reduction of debt. Excluding project finance, the Net Debt/Shareholders’ Equity ratio was 12.7%.

In the 3Q17, the gross debt reached R$1.2 billion, down 8% q-o-q, and 41.0% y-o-y. The net debt amounted to R$1.1 billion, 4% smaller than the 2Q17. It is importante to mention that the Company will receive, over the few quarters, R$100.0 million from the Tenda transaction, as contractually established.

Table 16. Debt and Investor Obligations (R$ 000)

 

3Q17(*)

2Q17(*)

Q/Q (%)

3Q16

Y/Y (%)

Debentures - FGTS (A)

154,830

150,890

3%

492,498

-69%

Debentures – Working Capital (B)

127,424

130,817

-3%

167,448

-24%

Project Financing SFH – (C)

753,639

861,930

-13%

1,188,494

-37%

Working Capital (D)

183,379

183,339

0%

201,571

-9%

Total (A)+(B)+(C)+(D) = (E)

1,219,272

1,326,976

-8%

2,050,011

-41%

Investor Obligations (F)

-

-

0%

3,143

-100%

Total Debt (E)+(F) = (G)

1,219,272

1,326,976

-8%

2,053,154

-41%

Cash and Availabilities (H)

155,998

214,573

-27%

609,898

-74%

Net Debt (G)-(H) = (I)

1,063,274

1,112,403

-4%

1,443,256

-26%

Equity + Minority Shareholders (J)

1,221,093

1,378,424

-11%

2,928,749

-58%

(Net Debt) / (Equity) (I)/(J) = (K)

87.1%

80.7%

640 bps

49.3%

3780 bps

(Net Debt – Proj Fin) / Equity  (I)-((A)+(C))/(J) = (L)

12.7%

7.2%

550 bps

-8.1%

2080 bps

* Considers Gafisa only.

1) Cash and cash equivalents and marketable securities

The Company ended 3Q17 with R$593.3 million in total debt maturing in the short term, or 48.7% of the total debt, compared to 62.4% in the conclusion of 2Q17. The longer debt maturity profile, which was again obtained during the quarter, is in line with gafisa’s conservative cash strategy It should be noted, however, that 74.5% of this volume relates to debt linked to the Company's projects. Currently, the average cost of consolidated debt is 13.23% per year, or 158.59% of the CDI.                                                  

 

32


 
 

 

Table 17 – Debt Maturity

(R$ 000)

Average Cost (p.y.)

Total

Until Sep/18

Until Sep/19

Until Sep/20

Until Sep/21

Debentures - FGTS (A)

TR + 10.38%

154,830

154,830

-

-

-

Debentures – Working Capital (B)

CDI + 1.90% / IPCA + 8.22 %

127,424

83,841

21,789

21,794

-

Project Financing SFH (C)

TR + 8.30% a 14% / 120%CDI / 129%CDI

753,639

247,416

333,047

165,422

7,754

Working Capital (D)

130%CDI / CDI + 2.5% / CDI + 3% / CDI + 5%

183,379

107,176

47,911

19,043

9,249

Total (A)+(B)+(C)+(D) = (E)

 

1,219,272

593,263

402,747

206,259

17,003

% of Total Maturity per period

 

48.7%

33.0%

16.9%

1.4%

Project debt maturing as % of total debt ((A)+ (C))/(G)

 

67.8%

82.7%

80.2%

45.6%

Corporate debt maturing as % of total debt ((B)+(D)/(E)

 

32.2%

17.3%

19.8%

54.4%

Ratio Corporate Debt / Mortgage

25.5% / 74.5%

     

 

SUBSEQUENT EVENT

 

On November 09,2017, the Board of Directors approved to call an Extraordinary Shareholders’ Meeting (the “Meeting”) to be held on December 11, 2017, to resolve on the Company’s capital increase up to the total amount of three hundred million Reais (R$300,000,000.00), with the possibility of partial ratification in the case of subscription of at least, two hundred million and ten Reais (R$200,000,010.00), by means of the issue for private subscription of at least 13,333,334  and at most 20,000,000  non-par, registered, book-entry new common shares of the Company, at a price per share of R$ 15.00, based on Article 170, Paragraph 1, item III of Law No. 6.404/76 (“Capital Increase”).

The Capital Increase is part of the Company’s plans to strengthen cash and cash equivalents, reinforce its capital structure in view of its current level of indebtedness, and make viable the Company’s strategic and operational positioning within this new cycle of the Brazilian real estate market.

Wishbone Management, LP, shareholder of the company, jointly with Conifer Capital Management, LLC, and investment funds under management of their affiliates (“Investors”), undertake to subscribe the shares and eventual unsold shares in the context of this Capital Increase, by exercising their preemptive rights in share subscription, so to guarantee that will subscribe, at least, two hundred million Reais R$200,000,000.00, being the total amount to be effectively subscribed contingent on the result of preemptive right exercise and the subscription of unsold shares by other shareholders of the Company. Investors’ subscription commitment is subject to (i) the postponement of the Company’s debts maturity in the amount of, at least, three hundred million Reais R$300,000,000.00, until 2020 and 2021, and (ii) the lack of adverse material effects.

More details on the Capital Increase are available on the call notice and management proposals published today on the Company’s investor relations website (www.gafisa.com.br/ri/) and on the websites of B3 S.A. – Brasil, Bolsa e Balcão (www.b3.com.br) and of the Comissão de Valores Mobiliários ( www.cvm.gov.br).

 

 

 
 
 

 

33


 
 

 

São Paulo, August 09, 2017.

 

Alphaville Urbanismo SA releases its results for the 3rd quarter of 2017

 

Financial results

In the 3rd quarter of 2017, net revenues were R$ 41 million and the net loss was R$ -191 million.

 

3Q17

3Q16

3Q17 vs. 3Q16

Net Revenue

41

165

-75%

Net Profit/Loss

-191

-31

n/a

 

 

 

 

 

 

 

 

 

For further information, please contact our Investor Relations team at ri@alphaville.com.br or +55 11 3038-7131.

 

 

 

 

34


 
 

 

 

 

Consolidated Financial Statements

 

3Q17

2Q17

Q/Q (%)

3Q16

Y/Y (%)

9M17

9M16

Y/Y (%)

Net Revenue

 160,325

 147,253

9%

 268,271

-40%

 444,117

 651,881

-32%

Operating Costs

 (167,956)

 (161,656)

4%

 (267,308)

-37%

 (483,318)

 (621,378)

-22%

Gross Profit

 (7,631)

 (14,403)

-47%

 963

-892%

 (39,201)

 30,503

-229%

Gross Margin

-4.8%

-9.8%

502 bps

0.4%

-512 bps

-8.8%

4.7%

-1351 bps

Operating Expenses

 (129,829)

 (121,817)

7%

 (82,568)

57%

 (361,644)

 (208,936)

73%

Selling Expenses

 (22,929)

 (21,184)

8%

 (24,701)

-7%

 (63,169)

 (61,692)

2%

General and Administrative Expenses

 (21,441)

 (19,738)

9%

 (27,544)

-22%

 (68,548)

 (74,070)

-7%

Other Operating Revenue/Expenses

 (10,029)

 (31,569)

-68%

 (14,521)

-31%

 (61,304)

 (48,054)

28%

Depreciation and Amortization

 (8,379)

 (8,875)

-6%

 (8,180)

2%

 (25,962)

 (23,332)

11%

Equity Income

 (67,051)

 (40,451)

66%

 (7,622)

780%

 (142,661)

 (1,788)

7879%

Operational Result

 (137,460)

 (136,220)

1%

 (81,605)

68%

 (400,845)

 (178,433)

125%

Financial Income

 6,604

 9,206

-28%

 7,479

-12%

 23,680

 48,493

-51%

Financial Expenses

 (27,673)

 (42,596)

-35%

 (13,390)

107%

 (106,699)

 (58,591)

82%

Net Income Before taxes on Income

 (158,529)

 (169,610)

-7%

 (87,516)

81%

 (483,864)

 (188,531)

157%

Deferred Taxes

 -

 -

0%

 -

0%

 -

 963

-100%

Income Tax and Social Contribution

 622

 (949)

-166%

 (1,076)

-158%

 (1,673)

 (7,608)

-78%

Net Income After Taxes on Income

 (157,907)

 (170,559)

-7%

 (88,592)

78%

 (485,537)

 (195,176)

149%

Continued Op. Net Income

 (157,907)

 (170,559)

-7%

 (88,592)

78%

 (485,537)

 (195,176)

149%

Discontinued Op. Net Income

 -

 (9,545)

-100%

 16,555

-100%

 98,175

 32,927

198%

Minority Shareholders

 (66)

 (100)

-34%

 585

-111%

 (120)

 2,039

-106%

Net Income

 (157,841)

 (180,004)

-12%

 (72,622)

117%

 (387,242)

 (164,288)

136%

 

 

35


 
 

 

 

 

Consolidated Balance Sheet

 

3Q17

2Q17

Q/Q(%)

3Q16

Y/Y(%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

26,626

37,979

-30%

161,340

-83%

Securities

129,372

176,594

-27%

448,558

-71%

Receivables from clients

570,303

602,295

-5%

1,129,351

-50%

Properties for sale

987,657

996,928

-1%

2,118,652

-53%

Other accounts receivable

122,968

105,812

16%

200,529

-39%

Prepaid expenses and other

5,526

5,903

-6%

5,811

-5%

Land for sale

3,270

3,270

0%

74,753

-96%

Subtotal

1,845,722

1,928,781

-4%

4,138,994

-55%

 

 

 

 

 

 

Long-term Assets

 

 

 

 

 

Receivables from clients

197,407

208,230

-5%

440,056

-55%

Properties for sale

475,700

582,445

-18%

523,895

-9%

Other

193,076

194,880

-1%

158,146

22%

Subtotal

866,183

985,555

-12%

1,122,097

-23%

Intangible. Property and Equipment

44,613

45,318

-2%

127,527

-65%

Investments

665,813

731,405

-9%

964,700

-31%

 

 

 

 

 

 

Total Assets

3,422,331

3,691,059

-7%

6,353,318

-46%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

354,592

654,200

-46%

650,973

-46%

Debentures

238,671

174,242

37%

373,449

-36%

Obligations for purchase of land and

 advances from customers

170,680

194,787

-12%

369,029

-54%

Material and service suppliers

89,975

73,249

23%

66,018

36%

Taxes and contributions

50,412

46,343

9%

81,677

-38%

Other

335,353

337,235

-1%

423,298

-21%

 

 

 

 

 

 

Subtotal

1,239,683

1,480,056

-16%

1,964,444

-37%

 

 

 

 

 

 

Long-term liabilities

 

 

 

 

 

Loans and financings

582,426

391,069

49%

739,092

-21%

Debentures

43,583

107,465

-59%

286,497

-85%

Obligations for Purchase of Land and

 advances from customers

98,117

71,149

38%

131,149

-25%

Deferred taxes

100,405

100,405

0%

22,173

353%

Provision for Contingencies

72,381

81,515

-11%

139,026

-48%

Other

64,643

80,976

-20%

142,188

-55%

Subtotal

961,555

832,579

15%

1,460,125

-34%

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

Shareholders’ Equity

1,217,086

1,374,347

-11%

2,926,451

-58%

Minority Shareholders

4,007

4,077

-2%

2,298

74%

Subtotal

1,221,093

1,378,424

-11%

2,928,749

-58%

Total Liabilities and Shareholders’ Equity

3,422,331

3,691,059

-7%

6,353,318

-46%

 

 

 


 

36


 
 

 

 

 

Cash Flow

 

3Q17

3Q16

9M17

9M16

Income Before Taxes on Income and Social Contribution

(158,533)

(111,933)

(483,864)

(188,531)

Expenses/Income not affecting working capital

102,356

72,285

287,718

141,473

Depreciation and amortization

8,379

8,180

25,962

23,332

Impairment

-

-

(11,141)

(6,302)

Expense with stock option plan and shares

1,195

2,317

2,898

5,506

Project delay fines

-

(1,393)

-

(1,404)

Unrealized interest and financial

4,240

36,111

46,975

74,899

Equity income

67,051

7,622

142,661

1,788

Disposal of fixed asset

-

319

-

1,501

Provision for guarantee

(4,124)

(1,362)

(7,439)

(9,234)

Provision for lawsuits

14,654

13,278

61,431

44,542

Profit Sharing provision

1,037

6,250

9,394

12,500

Allowance for doubtful accounts and dissolutions

10,068

2,273

17,767

7,871

Income from financial instruments

(144)

(1,310)

(790)

(13,526)

Clients

22,086

53,681

180,528

199,882

Properties held for sale

116,052

69,784

263,519

388

Other accounts receivable

(9,673)

10,285

(9,272)

12,693

Prepaid expenses

377

(832)

(2,978)

(233)

Obligations on land purchase and advances from clients

2,861

(33,384)

(26,900)

(93,326)

Taxes and contributions

4,069

(4,263)

(1,430)

(13,454)

Providers

10,939

(3,862)

10,520

(4,626)

Salaries and payroll charges

(10,701)

1,393

(8,887)

(10,607)

Other liabilities

(6,419)

(84,524)

(35,393)

(122,457)

Related party transactions

(13,203)

58,512

(22,906)

84,337

Taxes paid

622

(1,076)

(1,673)

(6,645)

Cash provided by/used in operating activities /discontinued operation

-

40,324

51,959

94,393

Net cash from operating activities

60,833

66,390

200,941

93,287

Investment activities

 

 

 

 

Purchase of fixed and intangible asset

(7,674)

(16,080)

(18,370)

(30,449)

Capital contribution in subsidiaries

853

(2,628)

1,294

(15,267)

Redemption of financial investment

163,743

352,339

851,218

1,202,191

Funding financial investments

(116,521)

(344,004)

(756,944)

(1,039,966)

Cash provided by/used in investment activities / discontinued operation

-

6,205

48,663

12,076

Discontinued operation transaction costs

-

-

(9,545)

-

Receivable from exercise of preemptive rights Tenda

-

-

219,510

-

Net cash from investment activities

40,401

(4,168)

335,826

128,585

Financing activities

 

 

 

 

Related party contributions

-

768

(1,237)

(1,752)

Addition of loans and financing

69,523

207,009

255,805

515,891

Amortization of loans and financing

(181,467)

(198,121)

(721,076)

(642,640)

Share buyback

-

(498)

-

(8,693)

Result from the sale of treasury shares

-

(2,140)

-

(2,140)

Assignment of credit receivables, net

-

12,019

21,513

53,828

Loan operations with related parties

(643)

(1,918)

5,625

7,530

Sale of treasury shares

-

2,144

317

2,149

Cash provided by/used in financing activities/ discontinued operation

-

(77,882)

24,089

(67,345)

Net cash from financing activities

(112,587)

(58,619)

(414,964)

(143,172)

Net cash variation/discontinued operation

-

-

(124,711)

-

Increase (decrease) in cash and cash equivalents

(11,353)

3,603

(2,908)

78,700

Opening balance of cash and cash equivalents

 37,979

 157,737

29,534

82,640

Closing balance of cash and cash equivalentes

 26,626

 161,340

26,626

161,340

Increase (decrease) in cash and cash equivalents

 (11,353)

 3,603

(2,908)

78,700

 


 

37


 
 

 

 

 

 

 

 

Gafisa is one Brazil’s leading residential and commercial properties development and construction companies. Founded over 60 years ago, the Company is dedicated to growth and innovation oriented to enhancing the  well-being, comfort and safety of an increasing number of households. More than 15 million square meters have been built, and approximately 1,100 projects delivered under the Gafisa brand - more than any other company in Brazil. Recognized as one of the foremost professionally managed homebuilders, Gafisa’s brand is also one of the most respected, signifying both quality and consistency. In addition to serving the upper-middle and upper class segments through the Gafisa brand, the Company also participates through its 30% interest in Alphaville, a leading urban developer in the national development and sale of residential lots.  Gafisa S.A. is a Corporation traded on the Novo Mercado of the B3 – Brasil, Bolsa, Balcão  (B3:GFSA3) and is the only Brazilian homebuilder listed on the New York Stock Exchange (NYSE:GFA) with an ADR Level III, which ensures best practices in terms of transparency and corporate governance.

 

This release contains forward-looking statements about the business prospects, estimates for operating and financial results and Gafisa’s growth prospects. 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.

 

IR Contacts 
Carlos Calheiros
Fernando Campos
Luiz Felipe R. Murat
Telephone: +55 11 3025-9242/9651
Email: ri@gafisa.com.br
IR Website: www.gafisa.com.br/ri

Media Relations
Máquina Cohn & Wolfe
Lívia Hormigo / Guilherme Justo
Telephone: +55 11 3147-7414 /
3147-7438
E-mail: gafisa@grupomaquina.com

 

 
 

 


38


 
 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

 

 1.   Operations

 

Gafisa S.A. ("Gafisa" or "Company") is a publicly traded company with registered office at Avenida das Nações Unidas, 8.501, 19th floor, in the city and state of São Paulo, Brazil and commenced its operations in 1997 with the objectives of: (i) promoting and managing all forms of real estate ventures on its own behalf or for third parties (in the latter case, as construction company and proxy); (ii) selling and purchasing real estate properties; (iii) providing civil construction and civil engineering services; (iv) developing and implementing marketing strategies related to its own and third party real estate ventures; and (v) investing in other companies that share similar objectives.

 

The Company has stocks traded at B3 S.A. – Brasil, Bolsa, Balcão (former BM&FBovespa) and the New York Stock Exchange (NYSE), reporting its information to the Brazilian Securities and Exchange Commission (CVM) and the U.S. Securities and Exchange Commission (SEC).

 

The Company enters into real estate development projects with third parties through specific purpose partnerships (“Sociedades de Propósito Específico” or “SPEs”), or through the formation of consortia and condominiums. Controlled entities substantially share managerial and operating structures, and corporate, managerial and operating costs with the Company. SPEs, condominiums and consortia operate solely in the real estate industry and are linked to specific ventures.

 

On December 14, 2016, the Company disclosed a material fact informing about the signature of the stock sale and purchase agreement with Jaguar Real Estate Partners LP (“Jaguar”) for disposal of up to 30% of the shares issued by Tenda, for the price of R$ 8.13 per share, with a total estimate of R$539,020 for paying-in Tenda’s capital. The completion of the transaction was subject to the verification of certain conditions precedent, of which the following are worth noting: (i) decrease in the capital stock of the Company, by refunding its shareholders for the shares corresponding to 50% of the capital stock of Tenda; and (ii) the completion of the procedure related to the exercise by Gafisa’s shareholders of the preemptive right to acquire 50% of Tenda’s shares.

 

The deadline for creditors objecting the capital decrease was April 22, 2017, and no objection was made, so the decrease was made by delivering to the Company’s shareholders, as refund for the decreased capital, one common share of Tenda to each common share of Gafisa they owned, not including treasury shares. In relation to the preemptive right, the shareholders acquired the totality of shares made available, no share remaining for Jaguar. Accordingly, the shares representing 50% of Tenda’s capital were delivered to the shareholders who exercised the preemptive right, and the agreement that had been entered into with Jaguar was terminated.

 

The Company also obtained, during this period, all contractual authorizations required for carrying out the transaction. With this, the spin-off between Gafisa and Tenda was completed on May 4, 2017, with the effective delivery of the totality of the shares representing Tenda’s capital in the respective capital reduction and preemptive right processes. The inflow of funds from the Preemptive Rights, as well as the amount receivable from the refund of Tenda’s capital will contribute to improve the liquidity condition and capital structure of the Company.

 

39


 
 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

2.    Presentation of quarterly information and summary of significant accounting policies

 

2.1.    Basis of presentation and preparation of individual and consolidated quarterly information

 

On November 09, 2017, the Company’s Board of Directors approved these individual and consolidated quarterly information of the Company and authorized their disclosure.

 

The individual quarterly information (Company) and consolidated quarterly information were prepared and are being presented based on the technical pronouncement CPC 21(R1) – Interim Financial Reporting, using the same accounting practices, judgments, estimates and assumptions adopted in the presentation and preparation of the financial statements for the year ended December 31, 2016. Therefore, the corresponding quarterly information shall be read together with the financial statements as of December 31, 2016.

 

The individual quarterly information, identified as “Company”, has been prepared and is being presented according to the accounting practices adopted in Brazil, including the pronouncements issued by the Accounting Pronouncement Committee (CPC), approved by the Brazilian Securities and Exchange Commission (CVM) and are disclosed together with the consolidated quarterly information.

 

The consolidated quarterly information of the Company has been prepared and is being presented according to the accounting practices adopted in Brazil, including the pronouncements issued by the CPC, approved by the CVM, and according to the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), applicable to real estate development entities in Brazil, including the Guideline OCPC 04 - Application of the Technical Interpretation ICPC 02 to the Brazilian Real Estate Development Entities, in relation to the treatment of the recognition of revenue from this sector and involves certain matters related to application of the continuous transfer of the risks, rewards and control over the real estate units sold.

 

The individual quarterly information of the Company is not considered in compliance with the International Financial Reporting Standards (IFRS), once it considers the capitalization of interest on qualifying assets of investees in the individual quarterly information of the Company. In view of the fact that there is no difference between the Company’s and the Consolidated equity and profit or loss, the Company opted for presenting the accompanying individual and consolidated information in only one set.

 

 

40


 
 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

2.    Presentation of quarterly information and summary of significant accounting policies --Continued

 

2.1.    Basis of presentation and preparation of individual and consolidated quarterly information --Continued

 

The quarterly information has been prepared on a going concern basis. Management periodically makes an assessment of the Company’s ability to continue as going concern when preparing the quarterly information.

All amounts reported in the accompanying quarterly information are in thousands of Reais, except as otherwise stated.

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 2.1 to the individual and consolidated financial statements as of December 31, 2016.

 

 

 

2.1.1.    Consolidated quarterly information

 

The accounting practices were uniformly adopted in all subsidiaries included in the consolidated quarterly information and the fiscal year of these companies is the same of the Company. See further details in Note 9.

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 2.1.1 to the individual and consolidated financial statements as of December 31, 2016.

 

 

2.1.2.    Statement of Cash Flows

 

In view of the disclosure of the discontinued operations related to Tenda, and in line with CPCs 03 – Statement of Cash Flows and CPC 31 - Non-current Assets Held for Sale and Discontinued Operations, the information on operating, financing and investing activities related to discontinued operations are presented in separated lines in the Statement of Cash Flows of the Company for the periods ended September 30, 2017 and 2016 (restated). Accordingly, the line item "Foreign Exchange Gains and Losses on Cash and Cash Equivalents", shown in the Statement of Cash Flows for the period ended September 30, 2017, refers to the net increase (decrease) in cash and cash equivalents of asset held for sale and is being presented in this line item as it is impossible to change the line item’s name in this Quarterly Information Form.

 

 

41


 
 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

2.    Presentation of quarterly information and summary of significant accounting policies --Continued

 

2.2.    Restatement of Quarterly Information as of September 30, 2016

 

As required by the CPC 31 – Non-current Assets Held for Sale and Discontinued Operations, for comparability purposes, the information of the statements of profit or loss and value added as of September 30, 2016 is being presented on the same basis of the current period, and its retrospective effects are shown below. The statements of cash flow were restated to segregate into continued and discontinued operations (Note 2.1.2), without showing, however, the changes in the total amounts of operating, investing and financing activities.

 

 

Company

Consolidated

 

Balances originally reported as of 09/30/2016

Impact of the adoption of CPC 31

Balances after the adoption of CPC 31

Balances originally reported as of 09/30/2016

Impact of the adoption of CPC 31 (a)

Balances after the adoption of CPC 31

Statement of profit or loss

         

Net operating revenue

472,272

-

472,272

1,417,685

(765,804)

651,881

Operating costs

(465,347)

-

(465,347)

(1,160,100)

538,722

(621,378)

Operating (expenses) income

(180,545)

-

(180,545)

(376,484)

169,336

(207,148)

   Income from equity method investments

24,004

(36,461)

(12,457)

(1,776)

(12)

(1,788)

Financial income (expenses)

(14,672)

-

(14,672)

(21,895)

11,797

(10,098)

Income tax and social contribution

-

-

-

(19,679)

13,034

(6,645)

Non-controlling interests

-

-

-

2,039

-

2,039

Profit or loss of discontinued operations (Note 8.2)

-

36,461

36,461

-

32,927

32,927

Net (loss) income for the period

(164,288)

-

(164,288)

(164,288)

-

(164,288)

 

 

 

 

 

 

 

Statement of value added

 

 

 

 

 

 

Net value added produced by the entity

65,148

36,461

101,609

335,089

(205,809)

129,280

Value added received on transfer

65,409

(36,461)

28,948

70,583

(23,877)

46,706

Total value added to be distributed

130,557

-

130,557

405,672

(229,686)

175,986

 

(a)     Amounts after elimination of consolidation items.

 

 

3.    New standards, changes and interpretation of standards issued and not yet adopted

 

 

There is no standard, change to standard or interpretation issued and not yet adopted that could, on the Management’s opinion, have significant impact arising from its adoption on its quarterly information, besides those already disclosed in Note 3 to the individual and consolidated financial statements as of December 31, 2016.

 

Accordingly, the other explanations related to this note were not subject to material changes in relation to the disclosures in Note 3 to the individual and consolidated financial statements as of December 31, 2016.

 

 

 

42


 
 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

4.    Cash and cash equivalents and short-term investments

 

4.1.    Cash and cash equivalents

 

 

 

Company

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

 

 

 

 

 

Cash and banks

4,324

19,811

26,626

29,534

Total cash and cash equivalents

 (Note 20.i.d, 20.ii.a and 20.iii)

4,324

19,811

26,626

29,534

 

 

          The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 4.1 to the financial statements as of December 31, 2016.

 

4.2.    Short-term investments

 

 

Company

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

 

 

 

 

 

Fixed-income funds

20,657

95,672

28,750

123,868

Government bonds (LFT)

630

3,762

1,368

6,018

Corporate securities (LF/DPGE)

-

19,845

-

31,742

Securities purchased under resale agreements (a)

966

11,600

1,416

11,935

Bank certificates of deposit (b)

28,430

17,332

31,009

27,834

Restricted cash in guarantee to loans

45,721

10,669

45,721

10,669

Restricted credits

12,952

4,682

21,108

11,580

Total short-term investments

 (Note 20.i.d, 20.ii.a and 20.iii)

109,356

163,562

129,372

223,646

         

 

(a)   As of September 30, 2017, the securities purchased under resale agreement include interest earned from 100.5% of Interbank Deposit Certificates (CDI) (from 75% to 101.5% of CDI in 2016). All investments are carried out with what management considers to be top tier financial institutions.

 

(b)   As of September 30, 2017, the Bank Certificates of Deposit (CDBs) include interest earned ranging from 90% to 100% of Interbank Deposit Certificates (CDI) (from 90% to 100.8% of CDI in 2016).

 

          The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 4.2 to the financial statements as of December 31, 2016.

 

43


 
 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

5.         Trade accounts receivable of development and services

 

 

Company

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

 

 

 

 

 

Real estate development and sales

625,950

769,743

806,767

1,019,359

( - ) Allowance for doubtful accounts

(37,082)

(19,315)

(37,082)

(19,315)

( - ) Present value adjustments

(16,285)

(21,235)

(18,255)

(26,816)

Services and construction and other receivables

15,528

20,414

16,280

20,734

Total trade accounts receivable of development and services

(Note 20.i.d and 20.ii.a)

588,111

749,607

767,710

993,962

 

 

 

 

 

Current

423,165

524,337

570,303

722,640

Non-current

164,946

225,270

197,407

271,322

 

The current and non-current portions have the following maturities:

 

 

Company

Consolidated

Maturity

09/30/2017

12/31/2016

09/30/2017

12/31/2016

 

 

 

 

 

Past due:

 

 

 

 

Up to 90 days

47,396

46,235

61,000

64,830

From 91 to 180 days

26,133

41,705

28,968

45,442

Over 180 days

94,698

73,652

118,303

93,265

 

168,227

161,592

208,271

203,537

 

 

 

 

 

Maturities:

 

 

 

 

2017

97,088

383,477

173,701

544,292

2018

210,186

94,231

242,664

111,007

2019

90,179

97,079

110,686

120,367

2020

68,721

41,775

78,906

45,552

2021 onwards

7,077

12,003

8,819

15,338

 

473,251

628,565

614,776

836,556

 

 

 

 

 

( - ) Present value adjustment

(16,285)

(21,235)

(18,255)

(26,816)

( - ) Allowance for doubtful accounts

(37,082)

(19,315)

(37,082)

(19,315)

 

588,111

749,607

767,710

993,962

 

The change in the allowance for doubtful accounts for the period ended September 30, 2017, is as follows:

 

 

 

Company and Consolidated

 

09/30/2017

 

 

Balance at December 31, 2016

(19,315)

Additions (Note 22)

(18,107)

Write-offs / Reversals (Note 22)

340

Balance at September 30, 2017

(37,082)

 

 

44


 
 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

5.    Trade accounts receivable of development and services --Continued

 

In the period ended September 30, 2017, the Company entered into the following Real Estate Receivables Agreement (CCI) transactions, which are aimed at the assignment by the assignor to the assignee of a portfolio comprising select business real estate receivables performed and to be performed arising out of Gafisa and its subsidiaries. The assigned portfolio, discounted to its present value, is classified into the line item “Obligations assumed on assignment of receivables” (Note 14).

 

Transaction date

Assigned accounting portfolio

Portfolio discounted to present value

Transaction balance at

September 30, 2017 (Note 14)

Company

Consolidated

 

 

 

 

 

03/29/2017

23,748

22,993

16,684

16,819

         

 

In the transaction above, the Company and its subsidiaries are jointly responsible until the time of the transfer of the conditional sale to the securitization company.

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 5 to the financial statements as of December 31, 2016.

 

 

6.    Properties for sale

 

 

Company

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

 

 

 

 

 

Land

590,571

667,805

760,740

823,516

( - ) Provision for loss on realization of land

(43,505)

(43,505)

(43,505)

(43,505)

( - ) Provision for loss on realization of inventory surplus

-

-

(62,343)

(62,343)

( - ) Present value adjustment

(8,010)

(8,089)

(8,267)

(8,781)

Property under construction (Note 29)

348,059

328,783

454,767

509,049

Completed units

370,720

520,246

410,487

557,426

( - ) Provision for loss on realization of properties under construction and completed units

(48,522)

(59,663)

(48,522)

(59,663)

Total properties for sale

1,209,313

1,405,577

1,463,357

1,715,699

 

 

 

 

 

Current portion

838,155

870,201

987,657

1,122,724

Non-current portion

371,158

535,376

475,700

592,975

 

 

In the period ended  September 30, 2017, the change in the provision for loss on realization of properties for sale is summarized as follows:

 

 

Company

Consolidated

 

 

 

Balance at December 31, 2016

(103,168)

(165,511)

Write-offs / Reversals

11,141

11,141

Balance at September 30, 2017

(92,027)

(154,370)

 

The amount of properties for sale offered as guarantee for financial liabilities is described in Note 12.

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 6 to the financial statements as of December 31, 2016.

 

 

 

7.    Other assets

 

 

Company

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

 

 

 

 

 

Advances to suppliers

2,415

1,758

3,079

2,567

Recoverable taxes (IRRF, PIS, COFINS, among other)

29,643

15,708

37,362

25,901

Judicial deposit (Note 16)

82,424

78,172

85,120

79,785

Refund of capital receivable from Tenda (Note 20.i.d, 20.ii.a and 31)

103,907

100,000

103,907

-

Total other assets

218,389

195,638

229,468

108,253

 

 

 

 

 

Current portion

48,958

39,280

57,120

49,336

Non-current portion

169,431

156,358

172,348

58,917

 

 

 

45


 
 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

8.    Assets held for sale

 

8.1 Land available for sale

             

       The changes in land available for sale are summarized as follows:

 

 

Company and Consolidated

 

Cost

Provision for impairment

Net balance

 

 

 

 

Balance at December 31,  2016

12,236

(8,930)

3,306

Reversals /  Write-offs

(36)

-

(36)

Balance at September 30, 2017

12,200

(8,930)

3,270

 

 

 

 

 

8.2 Disposal group held for sale and profit or loss of discontinued operations

 

 

Company

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

 

 

 

 

 

 

 

 

 

 

Investment portion

-

1,049,125

-

-

Impairment loss (i)

-

(610,105)

-

(610,105)

Assets held for sale (ii)

-

-

-

1,799,116

Total assets held for sale

-

439,020

-

1,189,011

Refund of capital  receivable (Note 7)

-

100,000

-

-

Total

-

539,020

-

1,189,011

 

 

 

 

 

Liabilities related to the assets of discontinued operations (ii)

-

-

-

651,812

 

 

 

 

 

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

 

 

 

 

 

Reversal of impairment loss (i)

215,440

-

215,440

-

Portion related to payable for sale of shares (iii)

(107,720)

-

(107,720)

-

Transaction costs

(9,545)

-

(9,545)

-

Impairment loss on Tenda’s profit or loss

(22,780)

-

(22,780)

-

Tenda’s profit or loss for the period ended May 4, 2017(ii)

22,780

36,461

22,780

32,927

Profit or loss of discontinued operations

98,175

36,461

98,175

32,927


(i) The measurement of non-current assets held for sale at the lower of the carrying value and the fair value less cost to sell. For the period ended May 4, 2017, the fair value of discontinued operations was adjusted, considering the weighted average price per share for exercising preemptive rights at R$12.12 (R$8.13 per share as of December 31, 2016, according to the agreement).

(ii) Amounts of assets held for sale, liabilities related to assets held for sale, and profit or loss of discontinued operations, net of the eliminations related to intercompany transactions.

(iii) Amount of R$107,720 related to the obligation to sell 50% of Construtora Tenda S.A.’s shares for the price of R$8.13 per share, settled on May 4, 2017, reflected in the profit or loss of discontinued operations, in order to reflect the difference between the fair value of the group of assets held for sale and the effective selling price.

 

For the period ended May 4, 2017, the Company carried out the remeasurement of the fair value of the disposal group held for sale, related to Construtora Tenda S.A., considering the weighted average value per share for exercising preemptive rights traded over the period between March 17 and 31, 2017, as measurement basis, leading to the price of R$12.12 per share, and, accordingly, valuing Construtora Tenda S.A. at R$754,460 (R$539,020 in 2016).

 

The remeasurement of the fair value of the disposal group held for sale is required by CPC 31 – Non-current Assets Held for Sale and Discontinued Operations, with changes recognized in gains or losses on discontinued operations, as well as by ICPC 07 – Distributions of Non-cash Assets to Owners, requires the adjustment of non-cash dividends related to the capital decrease at fair value until its settlement, with changes recognized in equity, as mentioned in Note 18.1.

 

 

46


 
 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

8.    Assets held for sale --Continued

 

8.2 Disposal group held for sale and profit or loss of discontinued operations --Continued

 

For purposes of compliance with paragraph 38 of CPC 31 – Non-current Asset Held for Sale and Discontinued Operations, the Company shows below the main classes of assets and liabilities classified as held for sale of the subsidiary Tenda as of December 31, 2016, after eliminations of consolidation items, demonstrated as follows:

 

Assets

12/31/2016

12/31/2016

 

Liabilities

12/31/2016

12/31/2016

Current assets

 

 

 

Current liabilities

 

 

Cash and cash equivalents

28,414

28.414

 

Loans and financing

41,333

41.333

Short-term investments

195,073

195.073

 

Payables for purchase of properties and advance from customers

131,280

131.280

Trade accounts receivable

250,474

250.474

 

 

Properties for sale

563,576

563.576

 

Other payables

150,663

150.663

Land for sale

75,227

75.227

 

 

 

 

Other current assets

104,606

104.606

 

 

 

 

Total current assets

1,217,370

1.217.370

 

Total current liabilities

323,276

323.276

Non-current

 

 

 

Non-current liabilities

 

 

Trade accounts receivable

176,673

176.673

 

Loans and financing

93,661

93.661

Properties for sale

211,711

211.711

 

Payables for purchase of properties and advance from customers

104,343

104.343

Other non-current assets

60,556

60.556

 

 

Investments

84,798

84.798

 

Provisions for legal claims

44,951

44.951

Property and equity and intangible assets

48,008

48.008

 

Other payables

85,581

85.581

Total non-current assets

581,746

581.746

 

Total non-current liabilities

328,536

328.536

 

 

 

 

 

 

 

Total assets

1,799,116

1.799.116

 

Total liabilities 

651,812

651.812

   

 

 

 

 

 

 

The main lines of the statements of profit or loss and cash flows of the subsidiary Tenda are as follows:

 

Statement of profit or loss

 

05/04/2017

09/30/2016

 

Cash flow

05/04/2017

09/30/2016

 

 

 

 

 

 

 

 

Net operating revenue

 

404,737

765,804

 

Operating activities

51,959

94,393

Operating costs

 

(269,144)

(538,722)

 

Investing activities

48,663

12,076

Operating expenses, net

 

(104,310)

(160,217)

 

Financing activities

24,089

(67,345)

Depreciation and amortization

 

(5,723)

(9,119)

 

 

 

 

Income from equity method investments

 

269

12

 

 

 

 

Financial income (expenses)

 

101

(14,520)

 

 

 

 

Income tax and social contribution

 

(4,519)

(13,034)

 

 

 

 

 

 

21,411

30,204

 

 

 

 

Non-controlling interests

 

(1,369)

(6,257)

 

 

 

 

Net income for the year

 

22,780

36,461

 

 

 

 

 

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 8 to the financial statements as of December 31, 2016.

 

47


 
 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

9.    Investments in subsidiaries and jointly controlled investees

 

(i)      Ownership interest

 

(a)     Information on subsidiaries, jointly-controlled investees and associates

 

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

 

 

Interest in capital - %

Total assets

Total liabilities

Equity and advance for future capital increase

Profit (loss) for the period

Investments

Income from equity method investments

Investments

Income from equity method investments

Subsidiaries:

 

09/30/2017

12/31/2016

09/30/2017

09/30/2017

09/30/2017

12/31/2016

 

09/30/2017

09/30/2016

09/30/2017

12/31/2016

09/30/2017

09/30/2016

09/30/2017

12/31/2016

09/30/2017

09/30/2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gafisa SPE 26 Ltda.

-

100%

100%

167,277

5,344

161,933

166,487

 

(4,555)

(343)

161,933

166,487

(4,555)

(343)

-

-

-

-

Gafisa SPE- 130 Emp. Imob. Ltda.

-

100%

100%

95,526

22,953

72,574

82,572

 

(9,998)

4,890

72,574

82,572

(9,998)

4,890

-

-

-

-

Gafisa SPE-111 Emp. Imob. Ltda.

-

100%

100%

66,734

4,398

62,337

62,511

 

(174)

(17,254)

62,337

62,511

(174)

(17,254)

-

-

-

-

Maraville Gafsa SPE Emp. Imob. Ltda.

-

100%

100%

93,228

32,482

60,746

57,379

 

3,367

8,596

60,746

57,379

3,367

8,596

-

-

-

-

Gafisa SPE - 122 Emp. Imob. Ltda.

-

100%

100%

99,822

48,318

51,504

49,632

 

1,872

9,269

51,504

49,632

1,872

9,269

-

-

-

-

Gafisa SPE-89 Emp. Imob. Ltda.

-

100%

100%

61,127

9,912

51,214

52,713

 

2

(2,939)

51,214

52,713

2

(2,939)

-

-

-

-

Gafisa SPE - 127 Emp. Imob. Ltda.

-

100%

100%

46,842

703

46,139

46,413

 

(274)

786

46,139

46,413

(274)

786

-

-

-

-

Gafisa SPE-51 Emp. Imob. Ltda.

-

100%

100%

48,464

2,478

45,987

45,849

 

137

(484)

45,987

45,849

137

(484)

-

-

-

-

Gafisa SPE - 121 Emp. Imob. Ltda.

-

100%

100%

46,167

1,816

44,350

44,968

 

(617)

(1,682)

44,350

44,968

(617)

(1,682)

-

-

-

-

Gafisa SPE 72 Emp. Imob. Ltda.

-

100%

100%

44,309

448

43,861

43,832

 

29

(70)

43,861

43,832

29

(70)

-

-

-

-

Gafisa SPE-110 Emp. Imob. Ltda.

-

100%

100%

41,270

1,053

40,217

40,178

 

40

(781)

40,217

40,178

40

(781)

-

-

-

-

Gafisa SPE-104 Emp. Imob. Ltda.

-

100%

100%

191,600

152,890

38,710

30,945

 

5,701

628

38,710

30,945

5,701

628

-

-

-

-

Gafisa SPE - 120 Emp. Imob. Ltda.

-

100%

100%

38,106

634

37,472

37,520

 

(48)

903

37,472

37,520

(48)

903

-

-

-

-

Manhattan Square Em. Im. Res. 02 Ltda.

-

100%

100%

36,096

70

36,026

35,949

 

-

-

36,026

35,949

-

-

-

-

-

-

SPE Parque Ecoville Emp. Imob. Ltda.

-

100%

100%

45,744

12,608

33,136

34,746

 

(1,610)

(185)

33,136

34,746

(1,610)

(185)

-

-

-

-

Gafisa SPE-107 Emp. Imob. Ltda.

-

100%

100%

29,523

-

29,523

29,529

 

(6)

84

29,523

29,529

(6)

84

-

-

-

-

Gafisa SPE-134 Emp. Imob. Ltda.

-

100%

100%

51,753

22,777

28,976

20,709

 

3,170

429

28,976

20,709

3,170

429

-

-

-

-

Gafisa SPE- 129 Emp. Imob. Ltda.

-

100%

100%

29,221

1,737

27,484

29,539

 

(2,054)

5,987

27,484

29,539

(2,054)

5,987

-

-

-

-

Gafisa SPE-41 Emp. Imob. Ltda.

-

100%

100%

26,584

16

26,568

26,568

 

-

93

26,568

26,568

-

93

-

-

-

-

Gafisa SPE- 132 Emp. Imob. Ltda.

-

100%

100%

38,323

14,196

24,127

10,856

 

(1,283)

(311)

24,127

10,856

(1,283)

(311)

-

-

-

-

Verdes Pracas Inc. Imob. ltda.

-

100%

100%

26,133

3,715

22,417

25,929

 

(3,511)

(273)

22,417

25,929

(3,511)

(273)

-

-

-

-

Gafisa SPE-112 Emp. Imob. Ltda.

-

100%

100%

21,933

102

21,831

21,834

 

(3)

(42)

21,831

21,834

(3)

(42)

-

-

-

-

Gafisa SPE - 126 Emp. Imob. Ltda.

-

100%

100%

19,736

183

19,553

20,373

 

(820)

118

19,553

20,373

(820)

118

-

-

-

-

Manhattan Square Em. Im. Com.02 Ltda

-

100%

100%

17,959

1

17,958

17,958

 

-

-

17,958

17,958

-

-

-

-

-

-

Gafisa SPE 46 Emp. Imob. Ltda.

-

100%

100%

17,744

223

17,521

17,912

 

(392)

160

17,521

17,912

(392)

160

-

-

-

-

Edsp 88 Participações S.A.

-

100%

100%

29,288

12,543

16,744

16,068

 

676

(1,138)

16,744

16,068

676

(1,138)

-

-

-

-

Gafisa SPE 30 Emp. Imob. Ltda.

-

100%

100%

16,497

217

16,281

16,358

 

(77)

152

16,281

16,358

(77)

152

-

-

-

-

Gafisa SPE-92 Emp. Imob. Ltda.

-

100%

100%

15,775

113

15,662

15,645

 

17

155

15,662

15,645

17

155

-

-

-

-

Gafisa SPE-106 Emp. Imob. Ltda.

-

100%

100%

15,611

6

15,605

15,606

 

(1)

(17)

15,605

15,606

(1)

(17)

-

-

-

-

Diodon Participações Ltda.

-

100%

100%

15,139

245

14,894

14,914

 

(20)

10

14,894

14,914

(20)

10

-

-

-

-

Gafisa SPE 33 Emp. Imob. Ltda.

-

100%

100%

13,564

1

13,563

13,559

 

4

(168)

13,563

13,559

4

(168)

-

-

-

-

Gafisa SPE 71 Emp. Imob. Ltda.

-

100%

100%

12,833

308

12,525

13,763

 

(1,238)

(96)

12,525

13,763

(1,238)

(96)

-

-

-

-

Gafisa SPE 65 Emp. Imob. Ltda.

-

100%

100%

11,363

335

11,028

11,716

 

(688)

102

11,028

11,716

(688)

102

-

-

-

-

Blue I SPE - Plan., Pr., Inc. e Venda Ltda

-

100%

100%

10,952

4

10,948

10,969

 

(21)

(83)

10,948

10,969

(21)

(83)

-

-

-

-

Gafisa SPE 36 Emp. Imob. Ltda.

-

100%

100%

9,247

374

8,874

8,930

 

(56)

85

8,874

8,930

(56)

85

-

-

-

-

Gafisa SPE-81 Emp. Imob. Ltda.

-

100%

100%

9,657

1,269

8,389

8,718

 

(329)

(230)

8,389

8,718

(329)

(230)

-

-

-

-

Gafisa SPE-38 Emp. Imob. Ltda.

-

100%

100%

7,956

-

7,956

7,954

 

1

(6)

7,956

7,954

1

(6)

-

-

-

-

Gafisa SPE 77 Emp. Imob. Ltda.

-

65%

65%

19,395

7,949

11,447

11,282

 

164

5,076

7,440

7,334

107

3,390

-

-

-

-

Gafisa SPE-109 Emp. Imob. Ltda.

-

100%

100%

7,198

78

7,120

7,155

 

(35)

(32)

7,120

7,155

(35)

(32)

-

-

-

-

Gafisa SPE-37 Emp. Imob. Ltda.

-

100%

100%

7,165

498

6,667

6,752

 

(85)

40

6,667

6,752

(85)

40

-

-

-

-

Gafisa SPE - 123 Emp. Imob. Ltda.

-

100%

100%

19,015

12,386

6,629

11,969

 

(6,373)

(3,243)

6,629

11,969

(6,373)

(3,243)

-

-

-

-

Gafisa SPE-90 Emp. Imob. Ltda.

-

100%

100%

8,873

2,402

6,471

6,472

 

(1)

(1)

6,471

6,472

(1)

(1)

-

-

-

-

Gafisa SPE-87 Emp. Imob. Ltda.

-

100%

100%

5,581

495

5,086

5,254

 

(168)

(121)

5,086

5,254

(168)

(121)

-

-

-

-

OCPC01 Adjustment – capitalized

(a)

 

 

-

-

-

-

 

-

-

28,858

34,111

(5,254)

570

-

-

-

-

Other (*)

 

 

 

50,320

9,962

40,355

40,177

 

186

(729)

40,368

45,972

175

(715)

-

-

-

-

Subtotal Subsidiaries

 

 

 

1,686,650

388,242

1,298,408

1,296,162

 

(19,071)

7,335

1,323,272

1,332,120

(24,393)

6,233

-

-

-

-

 

 

 

48


 
 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

9.      Investments in subsidiaries and jointly controlled investees --Continued

 

(i)      Ownership interest --Continued

 

(a)     Information on subsidiaries, jointly-controlled investees and associates --Continued

 

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

 

 

Interest in capital - %

Total assets

Total liabilities

Equity and advance for future capital increase

Profit (loss) for the period

Investments

Income from equity method investments

Investments

Income from equity method investments

Jointly-controlled investees:

 

09/30/2017

12/31/2016

09/30/2017

09/30/2017

09/30/2017

12/31/2016

 

09/30/2017

09/30/2016

09/30/2017

12/31/2016

09/30/2017

09/30/2016

09/30/2017

12/31/2016

09/30/2017

09/30/2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gafisa SPE-116 Emp. Imob. Ltda.

-

50%

50%

138,595

25,860

112,736

120,794

 

(8,058)

22,342

56,368

60,397

(4,029)

11,171

56,368

60,397

(4,029)

11,171

Gafisa E Ivo Rizzo SPE-47 Emp. Imob. Ltda.

-

80%

80%

32,783

425

32,358

32,151

 

2

5

25,886

25,721

2

4

25,886

25,721

2

4

Parque Arvores Empr. Imob. Ltda.

-

50%

50%

32,103

3,263

28,840

26,616

 

2,225

922

14,420

13,308

1,112

467

14,420

13,308

1,112

467

Sitio Jatiuca Emp. Imob. SPE Ltda

-

50%

50%

31,281

3,075

28,206

38,185

 

(9,979)

3,934

14,103

19,092

(4,989)

1,967

14,103

19,092

(4,989)

1,967

Varandas Grand Park Emp. Im. Spe Ltda

-

50%

50%

73,592

51,703

21,888

25,826

 

(3,938)

(750)

10,944

12,913

(1,969)

101

10,944

12,913

(1,969)

101

Fit 13 SPE Emp. Imob Ltda.

-

50%

50%

23,304

2,415

20,889

20,892

 

(2)

(13,604)

10,446

10,446

(1)

(6,802)

10,446

10,446

(1)

283

Atins Emp. Imob. Ltda.

-

50%

50%

26,602

8,176

18,426

18,201

 

225

(836)

9,213

9,101

112

(418)

9,213

9,101

112

(418)

Performance Gafisa General Severiano Ltda

-

50%

50%

27,367

16,450

10,916

10,802

 

(17)

(1)

5,458

5,401

(9)

-

5,458

5,401

(9)

-

Gafisa SPE-113 Emp. Imob. Ltda.

-

60%

60%

50,053

41,694

8,359

9,438

 

(3,892)

(9,375)

5,015

5,663

(2,335)

(5,625)

5,015

5,663

(2,335)

(5,625)

Other (*)

(b)-

 

 

128,965

58,114

70,852

83,439

 

(6,443)

(3,226)

27,624

32,877

(2,854)

(279)

38,005

44,245

(4,100)

371

Subtotal Jointly-controlled investees

 

 

 

564,645

211,175

353,470

386,344

 

(29,877)

(589)

179,477

194,919

(14,960)

586

189,858

206,287

(16,206)

8,321

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Associates:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alphaville Urbanismo S.A.

-

30%

30%

2,427,475

2,218,910

208,565

596,620

 

(414,288)

(34,100)

62,569

178,986

(124,286)

(10,230)

62,569

178,986

(124,286)

(10,230)

Citta Ville SPE Emp. Imob. Ltda.

-

50%

50%

17,163

3,290

13,873

16,332

 

(2,615)

(696)

6,937

8,166

(1,308)

(348)

6,937

8,166

(1,308)

-

Other (*)

 

 

 

1,301

108

1,193

1,185

 

7

33

533

527

16

18

5,120

5,143

(21)

13

Indirect jointly-controlled investees Gafisa

 

 

 

2,445,939

2,222,308

223,631

614,137

 

(416,896)

(34,763)

70,039

187,679

(125,578)

(10,560)

74,626

192,295

(125,615)

(10,217)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal subsidiaries, jointly-controlled investees and associates

4,697,234

2,821,725

1,875,509

2,296,643

 

(465,844)

(28,017)

1,572,788

1,714,718

(164,931)

(3,741)

264,484

398,582

(141,821)

(1,896)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill on acquisition of associates

-

 

 

 

 

 

 

 

 

 

25,476

25,476

-

-

25,476

25,476

-

-

Goodwill based on inventory surplus

-

 

 

 

 

 

 

 

 

 

462

462

-

-

-

-

-

-

Goodwill from remeasurement of investment in associate

(c)

 

 

 

 

 

 

 

 

 

375,853

375,853

-

-

375,853

375,853

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investments

 

 

 

 

 

 

 

 

 

 

1,974,579

2,116,509

(164,931)

(3,741)

665,813

799,911

(141,821)

(1,896)

(*) Includes companies with investment balances below R$5,000.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

49


 
 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

9.    Investments in subsidiaries and jointly controlled investees --Continued

 

(i)      Ownership interest --Continued

 

(a)     Information on subsidiaries, jointly-controlled investees and associates --Continued

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

 

Interest in capital - %

Total assets

Total liabilities

Equity and advance for future capital increase

Profit (loss) for the period

Investments

Income from equity method investments

Investments

Income from equity method investments

Direct investees

09/30/2017

12/31/2016

09/30/2017

09/30/2017

09/30/2017

12/31/2016

 

09/30/2017

09/30/2016

09/30/2017

12/31/2016

09/30/2017

09/30/2016

09/30/2017

12/31/2016

09/30/2017

09/30/2016

Provision for net capital deficiency (d):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gafisa Vendas Interm. Imobiliaria Ltda

100%

100%

9,521

13,281

(3,761)

5,795

 

(9,556)

(8,390)

(3,761)

5,795

(9,555)

(8,390)

-

-

-

-

Gafisa SPE 69 Emp. Imob. Ltda.

100%

100%

-

345

(344)

(270)

 

(344)

(218)

(344)

(270)

(344)

(218)

-

-

-

-

Manhattan Square Em. Im. Com. 01 Ltda

50%

50%

6,046

7,247

(1,201)

-

 

(1,894)

-

(600)

-

(947)

-

(600)

-

(947)

-

Other (*)

 

 

2

13

(11)

(73)

 

(18)

(106)

(26)

(5,868)

(83)

(108)

-

-

107

108

Total provision for net capital deficiency

 

 

15,569

20,886

(5,317)

5,452

 

(11,812)

(8,714)

(4,731)

(343)

(10,929)

(8,716)

(600)

-

(840)

108

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Income from equity method investments

 

 

 

 

 

 

 

 

 

 

 

(175,860)

(12,457)

 

 

(142,661)

(1,788)

(*)Includes companies with investment balances below R$5,000.

 

(a)    Financial charges of the Company not appropriated to the profit or loss of subsidiaries, as required by paragraph 6 of OCPC01.

(b)    The Company recorded expense of R$142 in Income from equity method investments for the period ended September 30, 2017 related to the recognition, by jointly-controlled entities, of prior year adjustments, in accordance with the ICPC09 (R2) – Individual, Separate and Consolidated Financial Statements and the Equity Method of Accounting.

(c)    Amount related to the goodwill arising from the remeasurement of the portion of the remaining investment of 30% in the associate AUSA, in the amount of R$375,853, arising from the sale of control over the entity.

(d)    The provision for net capital deficiency is recorded in the heading “Other payables” (Note 15).

 

(b)    Information on significant investees

 

 

Significant investee:

 

Other investees:

 

Alphaville Urbanismo S.A.

 

Subsidiaries

Jointly-controlled investees

Associates

 

09/30/2017

12/31/2016

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

09/30/2017

12/31/2016

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

Not available

171,136

 

3,868

48,879

43,254

59,495

356

597

Current assets

Not available

1,286,613

 

1,573,476

2,356,997

514,851

664,653

18,464

20,311

Non-current assets

Not available

1,321,381

 

113,174

125,872

49,794

60,002

-

-

Current liabilities

Not available

607,508

 

299,194

1,021,702

158,106

216,629

3,398

2,794

Non-current liabilities

Not available

1,403,866

 

89,048

165,059

53,069

121,682

-

-

 

 

 

 

 

 

 

 

 

 

 

09/30/2017

09/30/2016

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

09/30/2017

09/30/2016

Net revenue

153,051

389,702

 

127,099

188,526

16,003

76,839

(2,784)

(660)

Depreciation and Amortization

Not available

Not available

 

(390)

(924)

(621)

(6)

-

-

Financial income (expenses)

Not available

Not available

 

(4,131)

1,747

(6,209)

(2,495)

6

11

Income tax and social contribution

Not available

Not available

 

(3,413)

(4,675)

(520)

(1,919)

(21)

(8)

Profit (loss) from Continued Operations

(414,288)

(34,100)

 

(19,071)

7,335

(29,877)

(589)

(2,608)

(663)

 

(c)     Change in investments

 

 

 

 

 

 

Company

Consolidated

 

 

 

 

Balance at December 31,   2016

 

2,116,509

799,911

Income from equity method investments

 

(168,249)

(141,821)

Capital contribution (decrease)

 

30,997

8,053

Transfer of investments with net capital deficiency

 

(3,318)

-

Dividends receivable

 

-

(123)

Usufruct of shares (Note 15)

 

(1,500)

-

Other investments

 

140

(207)

Balance at September 30, 2017

 

1,974,579

665,813

 

50


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

10Property and equipment

 

 

 

Company

Consolidated

 

Type

12/31/2016

Addition

Write-off

100% depreciated items

09/30/2017

12/31/2016

Addition

Write-off

100% depreciated items

09/30/2017

Cost

 

 

 

 

 

 

 

 

 

 

Hardware

13,111

2,936

(4,888)

(656)

10,503

13,140

3,072

(4,888)

(656)

10,668

Leasehold improvements and installations

6,261

2,339

(3,468)

-

5,132

6,558

2,383

(3,468)

(236)

5,237

Furniture and fixtures

675

-

-

-

675

978

-

-

(71)

907

Machinery and equipment

2,640

-

-

-

2,640

2,639

1

-

-

2,640

Sales stands

12,527

5,824

(4,973)

(1,736)

11,642

15,974

7,210

(4,973)

(1,736)

16,475

 

35,214

11,099

(13,329)

(2,392)

30,592

39,289

12,666

(13,329)

(2,699)

35,927

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

 

Hardware

(5,516)

(2,248)

4,888

656

(2,220)

(5,481)

(2,283)

4,888

656

(2,220)

Leasehold improvements and installations

(2,903)

(579)

1,982

-

(1,500)

(3,128)

(629)

1,982

236

(1,539)

Furniture and fixtures

(350)

(52)

-

-

(402)

(612)

(70)

-

71

(611)

Machinery and equipment

(1,608)

(198)

-

-

(1,806)

(1,608)

(198)

-

-

(1,806)

Sales stands

(3,117)

(6,701)

4,959

1,736

(3,123)

(4,483)

(7,092)

4,959

1,736

(4,880)

 

(13,494)

(9,778)

11,829

2,392

(9,051)

(15,312)

(10,272)

11,829

2,699

(11,056)

 

 

 

 

 

 

 

 

 

 

 

Total property and equipment

21,720

1,321

(1,500)

-

21,541

23,977

2,394

(1,500)

-

24,871

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 10 to the financial statements as of December 31, 2016.

 

 

11.  Intangible assets

 

 

 

Company

 

12/31/2016

Addition

Write-down / amortization

100% amortized items

09/30/2017

 

 

 

 

 

 

Software – Cost

65,290

4,885

-

(29,195)

40,980

Software – Amortization

(42,820)

-

(8,519)

29,195

(22,144)

Other

5,308

1,732

(7,040)

-

-

Total intangible assets

27,778

6,617

(15,559)

-

18,836

 

 

 

 

 

 

 

Consolidated

 

12/31/2016

Addition

Write-down / amortization

100% amortized items

09/30/2017

 

 

 

 

 

 

Software – Cost

66,023

5,471

-

(29,201)

42,293

Software – Amortization

(43,102)

-

(8,650)

29,201

(22,551)

Other

5,307

1,733

(7,040)

-

-

Total intangible assets

28,228

7,204

(15,690)

-

19,742

               

 

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 11 to the financial statements as of December 31, 2016.

 

 

51


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

12.  Loans and financing

 

 

 

 

Company

Consolidated

Type

Maturity

Annual interest rate

09/30/2017

12/31/2016

09/30/2017

12/31/2016

 

 

 

 

 

 

 

National Housing System - SFH /SFI

December 2017 to

April 2021

8.30% to14.00% + TR

12.87% and 137% of CDI

618,471

842,678

753,639

1,022,038

Certificate of Bank Credit - CCB

 

May 2019 to

March 2021

 

 

130% of CDI

2.5%/ 3%/ 5%+CDI

 

183,379

164,252

183,379

164,262

Total loans and financing (Note 20.i.d, 20.ii.a and 20.iii)

         801,850

1,006,930

937,018

1,186,300

 

 

 

 

 

 

 

Current portion

 

 

245,162

574,733

302,592

604,795

 Current portion – reclassification for non-fulfillment of covenant

 

52,000

65,000

52,000

65,000

Current portion

 

 

297,162

639,733

354,592

669,795

Non-current portion

 

 

504,688

367,197

582,426

516,505

 

 

(i)   In the period ended September 30, 2017, the Company made payments in the total amount of R$59,936, of which R$25,536 related to principal and R$34,400 related to the interest due. Additionally, the Company entered into two CCB transactions in the total amount of R$59,000, with final maturities in October 2019 and March 2021.

 

The maturities of current and non-current installments are as follows:

 

 

Company

 

Consolidated

Maturity

09/30/2017

12/31/2016

 

09/30/2017

12/31/2016

 

 

 

 

 

 

2017

19,555

639,733

 

22,746

669,795

2018

399,427

354,770

 

460,431

422,523

2019

264,295

10,937

 

307,052

59,763

2020

109,249

1,490

 

133,166

27,126

2021 onwards

9,324

-

 

13,623

7,093

 

801,850

1,006,930

 

937,018

1,186,300

 

The Company and its subsidiaries have restrictive covenants under certain loans and financing that limit their ability to perform certain actions, such as the issuance of debts, and may require the acceleration or refinancing of loans if the Company does not fulfill such covenants. The ratios and minimum and maximum amounts required under such restrictive covenants as of  September 30, 2017 and December 31, 2016 are disclosed in Note 13. In view of the breach of the covenants of an CCB transaction, in relation to which a waiver from the creditor is currently under negotiation, the non-current portions of this transactions were reclassified into short term in the amount of R$52,000.

 

The following table shows the summary of financial expenses and charges and the capitalized rate in the line item “properties for sale”.

 

 

Company

Consolidated

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

 

 

 

 

 

Total financial charges for the period

117,416

164,642

135,698

186,442

Capitalized financial charges

(29,071)

(133,607)

(56,225)

(160,060)

Subtotal (Note 24)

88,345

31,035

79,473

26,382

 

 

 

 

 

Financial charges included in “Properties for sale”:

 

 

 

 

 

 

 

 

 

Opening balance

329,651

287,806

343,231

299,649

Capitalized financial charges (Note 31)

29,071

133,607

56,225

160,060

Charges recognized in profit or loss (Note 23)

(61,997)

(94,005)

(91,117)

(118,019)

Closing balance

296,725

327,408

308,339

341,690

 

The recorded amount of properties for sale offered as guarantee for loans, financing and debentures is R$971,831.

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 12 to the financial statements as of December 31, 2016.

 

 

 

 

 

 

52


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

13.  Debentures

 

 

 

 

 

Company and Consolidated

Program/placement

Principal - R$

Annual interest

Final maturity

09/30/2017

12/31/2016

 

 

 

 

 

 

Seventh placement (i)

150,000

TR + 9.92%

December 2017

154,830

302,363

Ninth placement (ii)

58,766

CDI + 2.80%

July 2018

58,410

79,693

Tenth placement (iii)

55,000

IPCA + 8.22

January 2020

69,014

69,212

 

 

 

 

 

 

Total debentures (Note 20.i.d, 20.ii.a and 20.iii)

282,254

451,268

 

 

 

 

 

 

Current portion

 

 

 

238,671

314,139

Non-Current portion

 

 

 

43,583

137,129

 

In the period ended September 30, 2017, the Company made the following payments:

 

 

Face Value placement

Interest payable

Total amortization

(i)

150,000

17,141

167,141

(ii)

21,626

6,719

28,345

(iii)

-

5,313

5,313

 

171,626

29,173

200,799

 

The maturities of current and non-current installments are as follows:

 

 

 

Company and Consolidated

Maturity

09/30/2017

12/31/2016

 

 

 

2017

154,643

314,139

2018

84,028

94,316

2019

21,789

21,404

2020

21,794

21,409

 

282,254

451,268

                                                                                                

 

 

 

53


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

13.  Debentures--Continued

 

As of September 30, 2017, the Company exceeded the amount established in a restrictive covenant, as shown below, and entered into negotiation with the creditor to obtain a waiver for breaching the net debt for this period. For the year ended December 31, 2016. The Company obtained the waiver from the creditor. The Company analyzed the other debt agreements, and did not identify any impacts on the cross-covenants in relation to such breach. The ratios and minimum and maximum amounts required under such restrictive covenants are as follows:

 

 

09/30/2017

12/31/2016

Seventh placement

 

 

Total account receivable(2) plus inventory required to be below zero or 2.0 times over net debt less venture debt (3)

18.66 times

53.98 times

Total debt less venture debt (3), less cash and cash equivalents and short-term investments (1), cannot exceed 75% of equity plus noncontrolling interests

12.68%

3.11%

Total accounts receivable plus unappropriated income plus total inventory of completed units required to be 1.5 time over the net debt plus payable for purchase of properties plus unappropriated cost

1.93 time

2.15 times

 

 

 

Ninth placement

 

 

Total account receivable(2) plus inventory required to be below zero or 2.0 times over net debt

2.72 times

2.34 times

Net debt cannot exceed 100% of equity plus noncontrolling interests

87.08%

71.71%

 

 

 

Tenth placement

 

 

Total account receivable(2) plus inventory required to be below zero or 2.0 times over net debt less venture debt(3)

18.66 times

53.98 times

Total debt less venture debt(3)), less cash and cash equivalents and short-term investments (1), cannot exceed 75% of equity plus noncontrolling interests

12.68%

3.11%

 

 

 

Loans and financing

 

 

Net debt cannot exceed 70% of equity plus noncontrolling interests (a)

87.08%

71.71%

Total accounts receivable(2) plus inventory required to be below zero or 2.0 times over venture debt(3)

3.18 times

2.44 times

Total account receivable 2) plus inventory of completed units required to be below zero or 2.0 times over net debt less venture debt (3)

11.77 times

33.62 times

Total debt, less venture debt, less cash and cash equivalents and short-term investments (1), cannot exceed 75% of equity plus noncontrolling interests

12.68%

3.11%

 

 

 

 

 

 

(1)   Cash and cash equivalents and short-term investments refer to cash and cash equivalents and marketable securities.

(2)   Total receivables, whenever mentioned, refers to the amount reflected in the Balance Sheet plus the amount not shown in the Balance Sheet.

(3)   Venture debt and secured guarantee debt refer to SFH debts, defined as the sum of all disbursed borrowing contracts which funds were provided by SFH, as well as the debt related to the seventh placement.

 

(a)   Covenant limit of 85% between the period ended June 30, 2017 and the year ended December 31, 2017 according to the waiver obtained from the creditor.

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 13 to the financial statements as of December 31, 2016.

 

 

 

54


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

14.  Obligations assumed on assignment of receivables

 

The Company’s transactions of assignment of receivables are as follows:

 

 

Company

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

 

 

 

 

 

Obligation CCI - June /2011

731

1,208

1,451

2,148

Obligation CCI - December /2011

1,049

1,405

1,065

1,471

Obligation CCI - July/2012

31

68

31

68

Obligation CCI - November /2012

-

-

2,836

4,651

Obligation CCI - December/2012

4,039

5,402

4,039

5,402

Obligation CCI - November/2013

1,403

1,666

3,528

4,307

Obligation CCI - November /2014

2,010

2,530

3,535

4,344

Obligation CCI - December /2015

5,475

8,005

11,939

15,988

Obligation CCI - March/2016

11,665

16,091

12,601

17,178

Obligation CCI - May/2016

8,725

11,481

10,882

14,407

Obligation CCI - August /2016

8,130

9,164

8,191

9,164

Obligation CCI - December /2016

14,968

18,343

15,488

18,948

Obligation CCI - March/2017 (Note 5)

16,684

-

16,819

-

Obligation FIDC

47

450

181

954

Total obligations assumed on assignment of receivables

(Note 20.ii.a)

74,957

75,813

92,586

99,030

 

 

 

 

 

Current portion

26,123

24,907

33,707

34,698

Non-current potion

48,834

50,906

58,879

64,332

 

Current and non-current portions fall due as follows:

 

 

Company

 

Consolidated

Maturity

09/30/2017

12/31/2016

 

09/30/2017

12/31/2016

 

 

 

 

 

 

2017

6,209

24,907

 

10,369

34,698

2018

21,656

36,185

 

26,296

40,932

2019

14,689

13,845

 

18,076

20,000

2020

12,160

876

 

14,581

3,400

2021 onwards

20,243

-

 

23,264

-

 

74,957

75,813

 

92,586

99,030

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 14 to the financial statements as of December 31, 2016.

 

 

15.  Other payables

 

 

Company

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

 

 

 

 

 

Cancelled contract payable

38,720

13,347

54,995

26,255

Warranty provision

22,129

29,568

22,129

29,568

PIS and COFINS in long term (deferred and payable)

4,504

6,282

5,263

8,739

Provision for net capital deficiency (Note 9 (d))

4,731

343

600

-

Long-term suppliers (Note 20.i.d)

2,762

2,274

3,711

4,046

Payables to venture partners (Note 20.ii a and 20.iii) (a)

-

1,140

-

1,237

Share-based payment - Phantom Shares (Note 18.3)

2,576

2,596

2,576

2,596

Other liabilities

3,948

8,328

3,986

8,982

 

 

 

 

 

Total other payables

79,370

63,878

93,260

81,423

 

 

 

 

 

Current portion

71,446

50,660

87,496

69,921

Non-current portion

7,924

13,218

5,764

11,502

 

(a)     In the period ended September 30, 2017, the Company settled this transaction, and the total amount of dividends paid to partners that held preferred shares through SPE-89 Empreendimentos Imobiliários S.A was R$1,500 (Note 9(c)).

 

       The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 15 to the financial statements as of December 31, 2016.

 

 

 

55


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

16.  Provisions for legal claims and commitments

 

 

In the period ended September 30, 2017, the changes in the provision are summarized as follows:

 

 

Company

Civil lawsuits

Tax proceedings

Labor claims

Total

Balance at December 31, 2016

98,050

3,124

57,168

158,342

Additional provision (Note 23) (i)

48,996

96

12,492

61,584

Payment and reversal of unused provision (i)

(37,420)

(665)

(10,814)

(48,899)

Balance at September 30, 2017

109,626

2,555

58,846

171,027

 

 

 

 

 

Current portion

81,918

675

20,237

102,830

Non-current portion

27,708

1,880

38,609

68,197

 

Consolidated

Civil lawsuits

Tax proceedings

Labor claims

Total

Balance at December 31, 2016

98,179

3,124

61,655

162,958

Additional provision (Note 23) (i)

48,996

96

12,339

61,431

Payment and reversal of unused provision (i)

(37,393)

(665)

(11,120)

(49,178)

Balance at September 30, 2017

109,782

2,555

62,874

175,211

 

 

 

 

 

Current portion

81,918

675

20,237

102,830

Non-current portion

27,864

1,880

42,637

72,381

 

 

 

 

 

(i) Of this amount, R$18,171 refer to the recognition of the provision and payment in connection with unfavorable outcome of two arbitration cases brought by real estate venture partners, in which the main allegation was the delay in the completion of the ventures.

 

(a)     Civil lawsuits, tax proceedings and labor claims

 

As of September 30, 2017, the Company and its subsidiaries have deposited in court the amount of R$82,424 (R$78,172 in 2016) in the Company’s statement, and R$85,120 (R$79,785 in 2016) in the consolidated statement (Note 7).

 

   

Company

Consolidated

 

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

 

 

 

 

 

 

Civil lawsuits

 

40,167

31,700

41,555

33,313

Tax proceedings

 

26,065

24,806

26,885

24,806

Labor claims

 

16,192

21,666

16,680

21,666

Total (Note 7)

 

82,424

78,172

85,120

79,785

 

(i)   Lawsuits in which likelihood of loss is rated as possible

 

As of September 30, 2017, the Company and its subsidiaries are aware of other civil, labor and tax lawsuits and risks. Based on the history of probable lawsuits and the specific analysis of main claims, the measurement of the claims with likelihood of loss considered possible amounted to R$316,181 (R$244,352 in 2016) in the Company’s statement  and R$323,601 (R$249,153 in 2016) in the Consolidated statement, based on average past outcomes adjusted to current estimates, for which the Company’s Management believes it is not necessary to recognize a provision for occasional losses. The change in the period was caused by the variation in the volume of lawsuits with smaller amounts and review of the involved amounts.

 

   

Company

Consolidated

 

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

 

 

 

 

 

 

Civil lawsuits

 

217,095

156,456

217,158

156,523

Tax proceedings

 

37,420

50,430

37,434

52,812

Labor claims

 

61,666

37,466

69,009

39,818

Total

 

316,181

244,352

323,601

249,153

 

 

56


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

16.  Provisions for legal claims and commitments --Continued

 

(b)     Payables related to the completion of real estate ventures

 

There was no material change in relation to the information disclosed in Note 16(i)(b) to the financial statements as of December 31, 2016.

 

(c)      Other commitments

 

In addition to the commitments mentioned in Notes 6, 12 and 13, the Company has commitments related to the rental of three commercial properties where its facilities are located, at a monthly cost of R$394 indexed to the IGP-M/FGV variation. The rental term is from one to eight years and there is a fine in case of contract cancellation corresponding to three-month rent or in proportion to the contract expiration time. The estimate of minimum future payments for commercial property rentals (cancellable leases) totals R$30,772, as follows.

 

Consolidated

Payment estimate

09/30/2017

 

 

2017

1,008

2018

3,868

2019

4,431

2020

4,652

2021 onwards

16,813

 

30,772

 

       The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 16 to the financial statements as of December 31, 2016.

 

 

 

17.  Payables for purchase of properties and advances from customers

 

 

 

Company

Consolidated

 

Maturity

09/30/2017

12/31/2016

09/30/2017

12/31/2016

 

 

 

 

 

 

Payables for purchase of properties

October 2017 to October 2022

81,580

96,888

96,550

118,257

Adjustment to present value

 

(8,047)

(8,167)

(8,915)

(9,469)

Advances from customers

 

 

 

 

 

Development and sales

 

35,070

24,295

42,569

35,024

Barter transaction - Land (Note 31)

 

114,656

123,817

138,593

151,885

Total payables for purchase of properties and advances from customers (Note 20.i.d and 20.ii.a)

223.259

236,833

268,797

295,697

 

 

 

 

 

 

Current portion

 

140,262

146,522

170,680

205,388

Non-current portion

 

82,997

90,311

98,117

90,309

 

The maturities of current and non-current portions are as follows:

 

 

Company

 

Consolidated

Maturity

09/30/2017

12/31/2016

 

09/30/2017

12/31/2016

 

 

 

 

 

 

2017

45,598

146,522

 

70,882

205,388

2018

123,470

71,121

 

129,930

71,119

2019

27,743

9,243

 

32,849

9,243

2020

16,464

8,116

 

25,153

8,116

2021 onwards

9,984

1,831

 

9,984

1,831

 

223,259

236,833

 

268,797

295,697

 

 

 

 

57


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

18.  Equity

 

18.1.  Capital

 

As resolved in the Extraordinary Shareholders’ Meeting held on February 20, 2017, the reverse split of the totality of common shares issued by the Company was carried out on March 23, 2017, at the ratio of 13.483023074 to 1, thus the 378,066,162 common shares issued by the Company started to represent 28,040,162 common shares, all registered and with no par value. Accordingly, all information related to the number of shares was retroactively adjusted to reflect such reverse split of shares.

 

As of September 30, 2017, the Company's authorized and paid-in capital amounts to R$2,521,152 (R$2,740,662 as of December 31,  2016), represented in both periods by 28,040,162 registered common shares, with no par value, of which 972,347 (1,050,249 in 2016) were held in treasury.

 

According to the Company’s articles of incorporation, capital may be increased without need of making amendment to it, upon resolution of the Board of Directors, which shall set the conditions for issuance within the limit of 44,500,405 (forty four million five hundred thousand four hundred and five) common shares.

 

On February 20, 2017, the decrease in the Company’s capital was approved in the amount of R$219,510, without cancellation of shares, corresponding to 50% of Tenda’s capital for purposes of distribution to its shareholders (Note 8.2). In line with ICPC 07 – Distributions of Non-cash Assets to Owners, this amount was measured at the fair value of the assets distributed on May 4, 2017, resulting in an adjustment of R$107,720 in the period (Note 8.2).

 

In the period ended September 30, 2017 the Company transferred 77,900 shares (68,814 in 2016), in the total amount of R$2,385 (R$2,149 in 2016) related to the exercise of options under the stock option plan of common shares by the beneficiaries, for which it received the total amount of R$317 (R$9 in 2016).

 

Treasury shares

 

 

Type

GFSA3

R$

%

Market value (*) R$ thousand

Carrying value R$ thousand

Acquisition date

Number (i)

Weighted average price

% - on shares outstanding

09/30/2017

12/31/2016

09/30/2017

12/31/2016

11/20/2001

44,462

38.9319

0.17%

610

1,115

1,731

1,731

Changes in 2013:

 

 

 

 

 

 

 

Acquisitions

1,372,096

51.9927

5.10%

18,825

34,410

71,339

71,339

Changes in 2014:

 

 

 

 

 

 

 

Acquisitions

3,243,947

35.5323

12.05%

44,507

81,353

115,265

115,265

Transfers

(405,205)

43.3928

-1.50%

(5,559)

(10,162)

(17,583)

(17,583)

Cancellations

(2,039,086)

44.9677

-7.57%

(27,976)

(51,137)

(91,693)

(91,693)

Changes in 2015:

 

 

 

 

 

 

 

Acquisitions

884,470

27.3124

3.28%

12,135

22,181

24,157

24,157

Transfers

(90,622)

33.3473

-0.34%

(1,243)

(2,272)

(3,022)

(3,022)

Cancellations

(2,225,020)

33.3543

-8.26%

(30,527)

(55,800)

(74,214)

(74,214)

Changes in 2016:

 

 

 

 

 

 

 

Acquisitions

334,020

26.0254

1.24%

4,583

8,377

8,693

8,693

Transfers

(68,814)

31.2290

-0.26%

(944)

(1,726)

(2,149)

(2,149)

Changes in 2017:

 

 

 

 

 

 

 

Transfers

(77,00)

30.6162

-0.29%

(1,069)

-

(2,385)

-

 

972,347

30.9961

3.61%

13,341

26,339

30,139

32,524

(*) Market value calculated based on the closing share price on September 30, 2017 at R$13.72 (R$25.08 in 2016, adjusted after reverse split) not considering the effect of occasional volatilities.

(i) Amount shown adjusted by the reverse split of shares at the ratio of 13.483023074 to 1, performed on March 23, 2017.

 

 

 

58


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

 

18.  Equity --Continued

 

18.1.  Capital --Continued

 

The Company holds shares in treasury acquired in 2001 in order to guarantee the performance of lawsuits.

 

The change in the number of outstanding shares is as follows:

 

 

Common shares - In thousands

Outstanding shares as of December 31, 2016

26,779

Transfer related to the stock option plan

78

Change in shares held by the management members of the Company

70

Outstanding shares as of September 30, 2017

26,928

 

 

Weighted average shares outstanding (Note 27)

26,874

 

18.2.  Stock option plan

 

Expenses incurred with stock grants are recorded under the account “General and administrative expenses” (Note 23) and showed the following effects on profit or loss in the periods ended September 30, 2017 and 2016:

 

 

Company and Consolidated

 

09/30/2017

09/30/2016

 

 

 

Equity-settled stock option plan

2,918

3,931

Phantom Shares (Note 18.3)

(20)

1,575

Total option grant expenses (Note 23)

2,898

5,506

 

 (i)   Gafisa

 

The Company has a total of five stock option plans comprising common shares, launched in 2012, 2013, 2014, 2015 and 2016 which follows the rules established in the Stock Option Plan of the Company.

 

The granted options entitle their holders (beneficiaries) to purchase common shares of the Company’s capital, after periods that vary from one to five years of employment in the Company (essential condition to exercise the option), and expire six to ten years after the grant date.

 

The fair value of options is set on the grant date, and it is recognized as expense in profit or loss (as contra-entry to equity) during the grace period of the plan, to the extent the services are provided by employees and management members.

 

The changes in options outstanding in the period ended September 30, 2017 and year ended December 31, 2016, which include their respective weighted average exercise prices, are as follows:

 

 

2017

2016

 

Number of options

Weighted average exercise price (Reais)

Number of options

Weighted average exercise price (Reais)

Options outstanding at the beginning of the year

957,358

28.50

870,975

24.69

 Options granted

-

-

163,900

35.33

 Options exercised (i)

(93,305)

(0.09)

(69,009)

(0.13)

 Options forfeited and amount adjustment due to the discontinued operations of Tenda, net

74,107

(19.40)

(8,508)

(0.13)

Options outstanding at the end of the period

938,160

17.17

957,358

28.50

 

(i) In the period ended September 30, 2017, the amount received through exercised options was R$317 (R$9 in the year ended December 31, 2016).

 

 

59


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

 

18.  Equity --Continued

 

18.2.  Stock option plan --Continued

 

Options outstanding and exercisable as of September 30, 2017, are as follows:

Options outstanding

Options exercisable

Number of options

Weighted average remaining contractual life (years)

Weighted average exercise price (Reais)

Number of options

Weighted average exercise price (Reais)

938,160

4.23

17.17

440,994

17.93

 

 

 

 

 

During the period ended September 30, 2017, the Company did not grant any options in connection with its stock option plans comprising common shares (163,900 options granted in 2016).

 

18.3.  Share-based payment – Phantom Shares

 

The Company has a total of two cash-settled share-based payment, with fixed terms and conditions, according to the plans approved by the Company, launched in 2015 and 2016.

 

As of September 30, 2017, the amount of R$2,576 (R$2,596 in 2016), related to the fair value of the phantom shares granted, is recognized in the heading “Other payables” (Note 15).

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 18 to the financial statements as of December 31, 2016.

 

 

19.  Income tax and social contribution

 

(i)      Current income tax and social contribution

 

The reconciliation of the effective tax rate for the periods ended September 30, 2017 and 2016 is as follows:

 

 

Company

Consolidated

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

 

 

 

 

 

Profit (loss) before income tax and social contribution, and statutory interest

(485,417)

(200,749)

(483,864)

(188,531)

Income tax calculated at the applicable rate - 34%

165,041

68,254

164,514

64,101

Net effect of subsidiaries and ventures taxed by presumed profit and Special Taxation Regime (RET)

-

-

(12,672)

(7,950)

Equity method investments

(59,793)

(4,235)

(48,505)

(609)

Stock option plan

(992)

(2,493)

(992)

(2,493)

Other permanent differences

467

(2,302)

468

(2,320)

Charges on payables to venture partners

(334)

(514)

(335)

(93)

Net effect on discontinued operations (a)

(25,413)

-

(25,413)

-

Tax credits recognized (not recognized)

(78,976)

(58,710)

(78,738)

(57,281)

 Total

-

-

(1,673)

(6,645)

 

 

 

 

 

Tax expenses  - current

-

-

(1,673)

(7,608)

Tax income (expenses) - deferred

-

-

-

963

 

(a)   Effect attributable to the discontinued operations not reflected in the base of profit before taxes, but with the effect of reducing the tax base of the entity.

 

 

 

60


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

 

19.  Income tax and social contribution --Continued

 

 (ii)   Deferred income tax and social contribution

 

As of September 30, 2017 and December 31, 2016, deferred income tax and social contribution are from the following sources:

 

 

Company

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

Assets

 

 

 

 

Provisions for legal claims

58,149

53,836

59,572

55,406

Temporary differences – PIS and COFINS deferred

11,167

11,302

11,167

11,333

Provisions for realization of non-financial assets

163,455

143,073

163,454

143,073

Temporary differences –  CPC adjustment

20,398

24,044

20,398

24,044

Provision for impairment loss of asset held for sale

-

207,436

-

207,436

Other provisions

22,393

15,335

22,393

15,401

Income tax and social contribution loss carryforwards

290,581

114,730

304,018

129,163

Tax benefits of subsidiaries

49,174

49,174

49,174

49,174

 

615,317

618,930

630,176

635,030

 

 

 

 

 

Recognized tax credits of asset held for sale

-

(207,436)

-

(207,436)

Unrecognized tax credits of continued operations

(522,259)

(235,847)

(537,118)

(250,944)

 

(522,259)

(443,283)

(537,118)

(458,380)

Liabilities

 

 

 

 

Negative goodwill

(20,848)

(92,385)

(20,848)

(92,385)

Temporary differences –CPC adjustment

(140,466)

(143,436)

(140,466)

(143,436)

Differences between income taxed on cash basis

and recorded on an accrual basis

(32,149)

(40,231)

(32,149)

(41,234)

 

(193,463)

(276,052)

(193,463)

(277,055)

  

 

 

 

 

Total net

(100,405)

(100,405)

(100,405)

(100,405)

         

 

 

The balances of income tax and social contribution loss carryforwards for offset are as follows:

 

Company

 

09/30/2017

 

12/31/2016

 

Income tax

Social

contribution

Total

 

Income tax

Social

contribution

Total

Balance of income tax and social contribution loss carryforwards

854,651

854,651

-

 

337,440

337,440

-

Deferred tax asset (25%/9%)

213,663

76,919

290,582

 

84,360

30,370

114,730

Recognized deferred tax asset

41,191

14,829

56,020

 

41,191

14,829

56,020

Unrecognized deferred tax asset

172,472

62,090

234,562

 

43,169

15,541

58,710

 

 

Consolidated

 

09/30/2017

 

12/31/2016

 

Income tax

Social

contribution

Total

 

Income tax

Social

contribution

Total

Balance of income tax and social contribution loss carryforwards

894,171

894,171

-

 

379,892

379,892

-

Deferred tax asset (25%/9%)

223,543

80,475

304,018

 

94,973

34,190

129,163

Recognized deferred tax asset

41,191

14,829

56,020

 

55,712

20,056

75,768

Unrecognized deferred tax asset

182,352

65,646

247,998

 

39,261

14,134

53,395

 

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 19 to the financial statements as of December 31, 2016.

 

 

 

61


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

 

20.  Financial instruments

 

The Company and its subsidiaries engage in operations involving financial instruments. These instruments are managed through operational strategies and internal controls aimed at providing liquidity, return and safety. The use of financial instruments with the objective of hedging is achieved through a periodical analysis of exposure to the risk that the management intends to cover (exchange, interest rate, etc.) which is submitted to the corresponding Management bodies for approval and performance of the proposed strategy. The control policy consists of continuously monitoring the contracted conditions in relation to the prevailing market conditions. The Company and its subsidiaries do not make investments in derivatives or any other risky assets for speculative purposes. The result from these operations is consistent with the policies and strategies devised by the Company’s management. The Company and its subsidiaries operations are subject to the risk factors described below:

 

 (i)    Risk considerations

 

a)    Credit risk

 

There was no material change in relation to the credit risks disclosed in Note 20(i)(a) to the financial statements as of December 31, 2016.

 

b)    Derivative financial instruments

 

The Company holds derivative instruments to mitigate the risk arising from its exposure to index and interest volatility recognized at their fair value in profit or loss for the year. Pursuant to its treasury policies, the Company does not own or issue derivative financial instruments other than for hedging purposes.

 

As of September 30, 2017, the Company had derivative contracts for hedging purposes in relation to interest fluctuations, with final maturity in July 2018. The derivative contracts are as follows:

 

 

Reais

Percentage

Validity

Unrealized gain (loss) of derivative instruments - net

 

 

 

 

 

 

Swap agreements (Fixed for CDI)

Face value

Original Index – asset position

Swap – liability position

Beginning

End

09/30/2017

12/31/2016

 

 

 

 

 

 

 

 

Banco Votorantim S.A. (a)

27,500

Fixed 15.1177%

CDI + 1.6344%

12/20/2016

06/14/2017

-

              88

Banco Votorantim S.A.

130,000

CDI + 1.90%

118% CDI

07/22/2014

07/26/2018

377

           (313)

Banco HSBC (b)

194,000

Fixed 12.8727%

120% CDI

09/29/2014

04/17/2017

-

           (556)

Banco Votorantim S.A. (c)

55,000

IPCA + 8.22%

120% CDI

03/17/2015

01/19/2017

-

         4,521

 

Total derivative financial instruments (Note 20 (i) (d) and Note 20 (ii) (a))

377

3,740

 

 

 

 

 

 

 

 

 

 

 

 

Current

377

(5,290)

 

 

 

 

Non-current

-

9,030

 

In the period ended September 30, 2017, the Company made the following early redemption of derivative contracts:

 

 

Date

Total amount

(a)

06/14/2017

153

(b)

04/17/2017

1,850

(c)

01/19/2017

4,259

 

 

6,262

 

62


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

 

 

20.  Financial instruments --Continued

 

(i)     Risk considerations --Continued

 

During the period ended September 30, 2017, income amounting to R$790 (R$13,526 in 2016) in the Company’s and consolidated statements, which refers to net result of the interest swap transaction, arising from the net receipt in the amount of R$4,153 and the downward change based on the market of R$3,363, was recognized in the “financial income (expenses)” line in the statement of profit or loss for the year, allowing correlation between the impact of such transactions and the interest rate fluctuation in the Company’s balance sheet (Note 24).

 

       The estimated fair value of derivative financial instruments contracted by the Company was determined based on information available in the market and specific valuation methodologies. However, considerable judgment was necessary for interpreting market data to produce the estimated fair value of each transaction, which may vary upon the financial settlement of transactions.

 

c)    Interest rate risk

 

There was no material change in relation to the interest rate risks disclosed in Note 20(i)(c) to the financial statements as of December 31, 2016.

 

d)    Liquidity risk

 

There was no material change in relation to the liquidity risks disclosed in Note 20(i)(d) to the financial statements as of December 31, 2016.

 

The maturities of financial instruments, loans, financing, suppliers, payables to venture partners and debentures are as follows:

 

Period ended September 30, 2017

Company

Liabilities

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

297,162

504,688

-

-

801,850

Debentures (Note 13)

238,671

43,583

-

-

282,254

Obligations assumed with assignment of receivables (Note 14)

26,123

31,615

12,746

4,473

74,957

Suppliers (Note 15 and Note 20.ii.a)

72,421

2,762

-

-

75,183

Payables for purchase of properties and advances from customers (Note 17)

140,262

71,115

11,882

-

223,259

 

774,639

653,763

24,628

4,473

1,457,503

Assets

 

 

 

 

 

Cash and cash equivalents and short-term investments (Notes 4.1 and 4.2)

113,680

-

-

-

113,680

Trade accounts receivable (Note 5)

423,165

157,952

6,994

-

588,111

Refund of capital receivable from Tenda (Note 7)

-

103,907

-

-

103,907

 

536,845

261,859

6,994

-

805,698

 

Period ended September 30, 2017

Consolidated

Liabilities

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

354,592

582,426

-

-

937,018

Debentures (Note 13)

238,671

43,583

-

-

282,254

Obligations assumed with assignment of receivables (Note 14)

33,707

38,278

15,614

4,987

92,586

Suppliers (Note 15 and Note 20.ii.a)

89,975

3,711

-

-

93,686

Payables for purchase of properties and advances from customers (Note 17)

170,680

77,554

20,563

-

268,797

 

887,625

745,552

36,177

4,987

1,674,341

Assets

 

 

 

 

 

Cash and cash equivalents and short-term investments (Notes 4.1 and 4.2)

155,998

-

-

-

155,998

Trade accounts receivable (Note 5)

570,303

188,419

8,988

-

767,710

Refund of capital receivable from Tenda (Note 7)

-

103,907

-

-

103,907

 

726,301

292,326

8,988

-

1,027,615

 
63


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

 

 

20.  Financial instruments --Continued

 

(i)     Risk considerations --Continued

 

d)    Liquidity risk --Continued

 

Fair value classification

 

The Company uses the same classification disclosed in Note 20(i)(d) to the financial statements as of December 31, 2016 to determine and disclose the fair value of financial instruments by the valuation technique.

 

The classification level of fair value for financial instruments measured at fair value through profit or loss of the Company as of September 30, 2017 and December 31, 2016:

 

 

Company

Consolidated

 

Fair value classification

As of September 30, 2017

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

Short-term investments (Note 4.2)

-

109,356

-

-

129,372

-

Derivative financial instruments (Note 20.i.b)

-

377

-

-

377

-

 

 

Company

Consolidated

 

Fair value classification

As of December 31, 2016

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

Short-term investments (Note 4.2)

-

163,562

-

-

223,646

-

Derivative financial instruments (Note 20.i.b)

-

3,740

-

-

3,740

-

 

In the period ended September 30, 2017, there were no transfers between the Levels 1 and 2 fair value classifications, nor were transfers between Levels 3 and 2 fair value classifications.

 

 (ii)   Fair value of financial instruments

 

a)    Fair value measurement

 

The Company uses the same methods and assumptions disclosed in Note 20(ii)(a) to the financial statements as of December 31, 2016 to estimate the fair value for each financial instrument type for which the estimate of values is practicable.

 

The most significant carrying values and fair values of financial assets and liabilities as of September 30, 2017 and December 31, 2016, classified into Level 2 of the fair value classification, are as follows:

 

 

Company

 

09/30/2017

12/31/2016

 

Carrying value

Fair value

Carrying value

Fair value

 

 

 

 

Financial assets

 

 

 

 

Cash and cash equivalents (Note 4.1)

4,324

4,324

19,811

19,811

Short-term investments (Note 4.2)

109,356

109,356

163,562

163,562

Derivative financial instruments (Note 20(i)(b))

377

377

3,740

3,740

Trade accounts receivable (Note 5)

588,111

588,111

749,607

749,607

Refund of capital receivable from Tenda (Note 7)

103,907

103,907

100,000

100,000

Loan receivable (Note 21.1)

20,728

20,728

25,529

25,529

 

 

 

 

 

         

 

 

64


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

 

 

20.  Financial instruments --Continued

 

(ii)    Fair value of financial instruments -- Continued

 

a)      Fair value measurement--Continued

 

 

Company

 

09/30/2017

12/31/2016

 

Carrying value

Fair value

Carrying value

Fair value

 

 

 

 

Financial liabilities

 

 

 

 

Loans and financing (Note 12)

801,850

778,915

1,006,930

1,014,809

Debentures (Note 13)

282,254

291,672

451,268

470,179

Payables to venture partners (Note 15)

-

-

1,140

1,414

Suppliers (Note 20(i)(d))

75,183

75,183

63,451

63,451

Obligations assumed on assignment of receivables

(Note 14)

74,957

74,957

75,813

75,813

Payables for purchase of properties and advances from customers (Note 17)

223,259

223,259

236,833

236,833

Loan payable (Note 21.1)

9,644

9,644

8,820

8,820

 

 

Consolidated

 

09/30/2017

12/31/2016

 

Carrying value

Fair value

Carrying value

Fair value

 

 

 

 

Financial assets

 

 

 

 

Cash and cash equivalents (Note 4.1)

26,626

26,626

29,534

29,534

Short-term investments (Note 4.2)

129,372

129,372

223,646

223,646

Derivative financial instruments (Note 20(i)(b))

377

377

3,740

3,740

Trade accounts receivable (Note 5)

767,710

767,710

993,962

993,962

Refund of capital receivable from Tenda (Note 7)

103,907

103,907

-

-

Loan receivable (Note 21.1)

20,728

20,728

25,529

25,529

 

 

 

 

 

Financial liabilities

 

 

 

 

Loans and financing (Note 12)

937,018

916,532

1,186,300

1,188,603

Debentures (Note 13)

282,254

291,672

451,268

470,179

Payables to venture partners (Note 15)

-

-

1,237

1,414

Suppliers (Note 20(i)(d))

93,686

93,686

83,166

83,166

Obligations assumed on assignment of receivables (Note 14)

92,586

92,586

99,030

99,030

Payables for purchase of properties and advances from customers (Note 17)

268,797

268,797

295,697

295,697

Loan payable (Note 21.1)

9,644

9,644

8,820

8,820

 

There was no significant change in relation to the other information disclosed in Note 20(ii)(a) to the financial statements as of December 31, 2016.

 

b)      Risk of debt acceleration

 

As of September 30, 2017, the Company has loan and financing agreements in effect, with restrictive covenants related to cash generation, debt ratios, and other. These restrictive covenants have been observed by the Company and do not restrict its ability to continue as going concern. As mentioned in Notes 12 and 13, due to the non-fulfillment of the covenants related to the debt ratio of a CCB issue (Note 12), the non-current installments of this transaction were reclassified into short term. The Company is negotiating with the creditor a waiver for breaching the ratio established in covenants, thus not requiring the mandatory acceleration and/or acceleration declaration. The Company analyzed the other debt contracts and did not identify any impact on cross covenants in relation to such breach.

65


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

20.  Financial instruments --Continued

 

 (iii)  Capital stock management

 

The explanations related to this note were not subject to material changes in relation to the disclosures in Note 20(iii) to the financial statements as of December 31, 2016.

 

The Company includes in its net debt structure: loans and financing, debentures and payables to venture partners less cash and cash equivalents and short-term investments (cash and cash equivalents and marketable securities):

 

 

Company

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

 

 

 

 

 

Loans and financing (Note 12)

801,850

1,006,930

937,018

1,186,300

Debentures (Note 13)

282,254

451,268

282,254

451,268

Payables to venture partners (Note 15)

-

1,140

-

1,237

( - ) Cash and cash equivalents and

   short-term investments (Notes 4.1 and 4.2)

(113,680)

(183,373)

(155,998)

(253,180)

Net debt

970,424

1,275,965

1,063,274

1,385,625

Equity

1,217,086

1,928,325

1,221,093

1,930,453

 

 (iv)  Sensitivity analysis

 

The sensitivity analysis of financial instruments for the period ended September 30, 2017, except swap contracts, which are analyzed through their due dates, describes the risks that may cause material changes in the Company’s profit or loss, as provided for by CVM, through Rule No. 475/08, in order to show a 10%, 25% and 50% increase/decrease in the risk variable considered.

 

As of September 30, 2017, besides derivative instruments, the Company has the following financial instruments:

 

a)   Short-term investments, loans and financing, and debentures linked to Interbank Deposit Certificates (CDI);

b)   Loans and financing linked to the Referential Rate (TR) and CDI, and debentures linked to the CDI, National Consumer Price Index – Extended (IPCA) and TR;

c)   Accounts receivable, and payables for purchase of properties, linked to the National Civil Construction Index (INCC), General Market Price Index (IGP-M) and the country’s base rate (Sistema Especial de Liquidação e Custódia - SELIC).

 

For the sensitivity analysis in the period ended September 30, 2017, the Company considered the interest rates of investments, loans and accounts receivables, the CDI rate at 8.14%, TR at 0%, INCC at 4.28%, IPCA at 2.54%, IGP-M at -1.46% and SELIC at 8.25%. The scenarios considered were as follows:

 

Scenario I – Probable: 10% increase/decrease in the risk variables used for pricing;

Scenario II – Possible: 25% increase/decrease in the risk variables used for pricing;

Scenario III – Remote: 50% increase/decrease in the risk variables used for pricing.

 

 

 

66


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

20.  Financial instruments --Continued

 

(iv)   Sensitivity analysis --Continued

 

The Company shows in the following chart the sensitivity to risks to which the Company is exposed, based on the above scenarios, as of September 30, 2017. The effects on equity are basically the same ones on profit or loss.

 

   

Scenario

   

I

II

III

III

II

I

Instrument

Risk

Increase 10%

Increase 25%

Increase 50%

Decrease 50%

Decrease 25%

Decrease 10%

 

 

 

 

 

 

 

 

Short-term investments

Increase/Decrease of CDI

815

2,037

4,075

(4,075)

(2,037)

(815)

Loans and financing

Increase/Decrease of CDI

(3,488)

(8,720)

(17,439)

17,439

8,720

3,488

Debentures

Increase/Decrease of CDI

(440)

(1,099)

(2,198)

2,198

1,099

440

Derivative financial instruments

Increase/Decrease of CDI

(56)

(148)

(300)

327

165

69

 

 

 

 

 

 

 

 

Net effect of CDI variation

 

(3,169)

(7,930)

(15,862)

15,889

7,947

3,182

 

 

 

 

 

 

 

 

Loans and financing

Increase/Decrease of TR

-

-

-

-

-

-

Debentures

Increase/Decrease of TR

-

-

-

-

-

-

 

 

 

 

 

 

 

 

Net effect of TR variation

 

-

-

-

-

-

-

 

 

 

 

 

 

 

 

Debentures

Increase/Decrease of IPCA

(171)

(427)

(854)

854

427

171

 

 

 

 

 

 

 

 

Net effect of IPCA variation

 

(171)

(427)

(854)

854

427

171

 

 

 

 

 

 

 

 

Accounts receivable

Increase/Decrease of INCC

1,649

4,123

8,245

(8,245)

(4,123)

(1,649)

Obligations for purchase of property

Increase/Decrease of INCC

(1,103)

(2,757)

(5,513)

5,513

2,757

1,103

 

 

 

 

 

 

 

 

Net effect of INCC variation

 

546

1,366

2,732

(2,732)

(1,366)

(546)

 

 

 

 

 

 

 

 

Accounts receivable

Increase/Decrease of IGP-M

542

1,354

2,708

(2,708)

(1,354)

(542)

 

 

 

 

 

 

 

 

Net effect of IGP-M variation

 

542

1,354

2,708

(2,708)

(1,354)

(542)

 

 

 

 

 

 

 

 

Refund of capital receivable

Increase/Decrease of SELIC

792

1,980

3,960

(3,960)

(1,980)

(792)

 

 

 

 

 

 

 

 

Net effect of SELIC variation

 

792

1,980

3,960

(3,960)

(1,980)

(792)

 

 

21.  Related parties

 

 

 

21.1.  Balances with related parties

 

The transactions between the Company and related companies are made under conditions and prices established between the parties.

 

 

Company

Consolidated

Current accounts

09/30/2017

12/31/2016

09/30/2017

12/31/2016

 

 

 

 

 

Assets

 

 

 

 

Current account:

 

 

 

 

Total SPEs

2,078

24,500

52,614

50,232

Subsidiaries

-

1,647

42,527

19,369

Jointly-controlled investees

2,045

22,535

10,054

30,545

Associates

33

318

33

318

  Condominium and consortia  and thirty party’s works

12,857

7,223

12,857

7,223

Loan receivable (Note 20.ii.a)

20,728

25,529

20,728

25,529

Dividends receivable

13,882

14,464

-

-

 

49,545

71,716

86,199

82,984

 

 

 

 

 

Current portion

28,817

46,187

65,471

57,455

Non-current

20,728

25,529

20,728

25,529

 

 

 

 

 

Liabilities

 

 

 

 

Current account:

 

 

 

 

 Total SPEs

(1,110,619)

(1,064,435)

(72,289)

(76,791)

Subsidiaries

(1,076,247)

(1,004,978)

(37,917)

(17,230)

Jointly-controlled investees

(25,672)

(50,575)

(25,672)

(50,679)

Associates

(8,700)

(8,882)

(8,700)

(8,882)

Loan payable (Note 20.ii.a)

(9,644)

(8,820)

(9,644)

(8,820)

 

(1,120,263)

(1,073,255)

(81,933)

(85,611)

 

 

 

 

 

Current portion

(1,120,263)

(1,073,255)

(81,933)

(85,611)

Non-current

-

-

-

-

 

 

67


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

21.  Related parties --Continued

 

21.1.  Balances with related parties —Continued

 

The composition, nature and condition of loan receivable and payable by the Company are shown below. Loan maturities are from October 2017 and are tied to the cash flows of related ventures.

         

 

Company and Consolidated

 

 

 

09/30/2017

12/31/2016

Nature

Interest rate

 

 

 

 

 

Square Ipiranga - Liga das Senhoras Católicas.

-

6,635

Construction

12% p.a. + IGPM

Lagunas - Tembok Planej. e Desenv. Imob. Ltda.

4,659

4,250

Construction

12% p.a. + IGPM

Manhattan Residencial I

1,791

2,486

Construction

10% p.a. + TR

Target Offices & Mall

14,278

12,158

Construction

12% p.a. + IGPM

Total receivable

20,728

25,529

   

 

 

 

 

 

Dubai Residencial

3,831

3,403

Construction

6% p.a.

Parque Arvores

3,940

2,437

Construction

6% p.a.

Parque Aguas

1,873

2,980

Construction

6% p.a.

Total payable

9,644

8,820

 

 

 

 

In the period ended September 30, 2017 the recognized financial income from interest on loans amounted to R$1,444 (R$335 in 2016) in the Company’s and consolidated statement (Note 24).

 

Information regarding management transactions and compensation is described in Note 25.

 

The other explanation related to this note was not subject to significant changes in relation to those disclosed in Note 21 to the financial statements as of December 31, 2016.

 

 

21.2.  Endorsements, guarantees and sureties

 

The financial transactions of the subsidiaries are guaranteed by the endorsement or surety in proportion to the interest of the Company in the capital stock of such companies, in the amount of R$355,593 as of September 30, 2017 (R$424,966 in 2016).

 

 

68


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

22.  Net operating revenue

 

 

Company

Consolidated

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

Gross operating revenue

 

 

 

 

Real estate development, sale, barter transactions and construction services

377,489

523,433

498,165

707,607

(Recognition) Reversal of allowance for doubtful accounts (Note 5)

(17,767)

(7,871)

(17,767)

(7,871)

Taxes on sale of real estate and services

(32,016)

(43,290)

(36,281)

(47,855)

Net operating revenue

327,706

472,272

444,117

651,881

 

 

23.  Costs and expenses by nature

 

These are represented by the following:

 

 

Company

Consolidated

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

Cost of real estate development and sale:

 

 

 

 

Construction cost

(184,458)

(201,677)

(252,272)

(278,383)

Land cost

(74,075)

(130,947)

(96,910)

(177,895)

Development cost

(19,756)

(24,464)

(25,320)

(32,827)

Capitalized financial charges (Note 12)

(61,997)

(94,005)

(91,117)

(118,019)

Maintenance / warranty

(17,701)

(14,254)

(17,699)

(14,254)

Total cost of real estate development and sale

(357,987)

(465,347)

(483,318)

(621,378)

 

 

 

 

 

Commercial expenses:

 

 

 

 

Product marketing expenses

(22,501)

(23,793)

(26,381)

(27,507)

Brokerage and sale commission

(18,852)

(15,321)

(21,870)

(18,429)

Customer Relationship Management (CRM) and corporate marketing expenses

(12,924)

(13,520)

(14,673)

(14,852)

Other

(280)

(838)

(245)

(904)

Total commercial expenses

(54,557)

(53,472)

(63,169)

(61,692)

 

 

 

 

 

General and administrative expenses:

 

 

 

 

Salaries and payroll charges

(17,504)

(18,751)

(25,877)

(26,473)

Employee benefits

(1,678)

(2,370)

(2,480)

(3,196)

Travel and utilities

(166)

(377)

(245)

(463)

Services

(8,827)

(5,595)

(13,049)

(7,672)

Rents and condominium fees

(2,976)

(4,741)

(4,399)

(6,158)

IT

(6,508)

(8,580)

(9,621)

(11,668)

Stock option plan (Note 18.2)

(2,898)

(5,506)

(2,898)

(5,506)

Reserve for profit sharing (Note 25.iii)

(9,395)

(12,500)

(9,395)

(12,500)

Other

(394)

(359)

(584)

(434)

Total general and administrative expenses

(50,346)

(58,779)

(68,548)

(74,070)

 

 

 

 

 

Other income (expenses), net:

 

 

 

 

Expenses with lawsuits (Note 16)

(61,584)

(43,511)

(61,431)

(44,543)

Other

7,535

(2,658)

127

(3,511)

Total other income/(expenses), net

(54,049)

(46,169)

(61,304)

(48,054)

         

 

 

24.  Financial income (expenses)

 

 

Company

Consolidated

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

Financial income

 

 

 

 

Income from financial investments

14,156

26,137

16,735

32,546

Derivative transactions (Note 20 (i) (b))

790

13,526

790

13,526

Financial income from loans (Note 21)

1,444

335

1,444

335

Other financial income

4,462

1,407

4,711

2,086

Total financial income

20,852

41,405

23,680

48,493

 

 

 

 

 

Financial expenses

 

 

 

 

Interest on funding, net of capitalization (Note 12)

(88,345)

(31,035)

(79,473)

(26,382)

Amortization of debenture cost

(4,126)

(2,175)

(4,126)

(2,174)

Payables to venture partners

(314)

(951)

(314)

(951)

Banking expenses

(13,179)

(3,362)

(14,077)

(4,624)

Discount granted and other financial expenses

(9,875)

(18,554)

(8,709)

(24,460)

Total financial expenses

(115,839)

(56,077)

(106,699)

(58,591)

 

 

 

69


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

25.  Transactions with management and employees

 

(i)     Management compensation

 

In the periods ended September 30, 2017 and 2016, the amounts recorded in the line item “General and administrative expenses”, related to the compensation of the Company’s Management and Fiscal Council members are as follows:

 

 

Management compensation

 

Period ended September 30, 2017

Board of Directors

Statutory Board

Fiscal Council

 

 

 

 

Number of members

7

5

3

Fixed compensation for the period (in thousands of R$)

 

 

 

Salary / Fees

1,270

2,317

149

Direct and indirect benefits

-

148

-

Other (INSS)

254

463

30

Monthly compensation (in thousands of R$)

141

257

17

Total compensation

1,524

2,928

179

Profit sharing (Note 25 (iii))

-

2,196

-

Total compensation and profit sharing

1,524

5,124

179

 

 

 

 

 

Management compensation

 

Period ended September 30, 2016

Board of Directors

Statutory Board

Fiscal Council

 

 

 

 

Number of members

7

5

3

Fixed compensation for the period (in thousands of R$)

 

 

 

Salary / Fees

1,256

2,475

147

Direct and indirect benefits

-

259

-

Other (INSS)

251

495

29

Monthly compensation (in thousands of R$)

140

304

16

Total compensation

1,507

3,229

177

Profit sharing (Note 25 (iii))

-

1,706

-

Total compensation and profit sharing

1,507

4,935

177

       

 

The amount related to expenses for granting stock options to the management members of the Company was R$1,898 for the period ended September 30, 2017 (R$3,048 in 2016).

 

The maximum aggregate compensation of the Company’s management members for the year 2017 was established at R$18,739 (R$19,823 in 2016), as fixed and variable compensation, as approved at the Annual Shareholders’ Meeting held on April 28, 2017.

 

On the same occasion the compensation limit of the Company’s Fiscal Council members for their next term of office, which ends in the Annual Shareholders’ Meeting to be held in 2018, was approved at R$261 (R$245 in 2016).

 

(ii)    Sales transactions

 

In the periods ended September 30, 2017 and December 31, 2016, no transaction of units sold to Management was carried out. The total balance receivable of sales transactions made was R$172 (R$957 in 2016).

70


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

25.  Transactions with management and employees --Continued

 

 

(iii)   Profit sharing

 

In the period ended September 30, 2017, the Company recorded a profit sharing expense amounting to R$9,395 (R$12,500 in 2016) in the consolidated balance, in the line item “General and Administrative Expenses" (Note 23).

 

 

Company and Consolidated

 

09/30/2017

09/30/2016

 

 

 

Executive officers

2,196

1,706

Other employees

7,199

10,794

 

9,395

12,500

 

The other explanation related to this note was not subject to significant changes in relation to those disclosed in Note 25 to the financial statements as of December 31, 2016.

 

 

26.  Insurance

 

       For the period ended September 30, 2017 insurance contracts were not subject to significant changes in relation to those disclosed in Note 26 to the financial statements as of December 31,  2016.

 

 

27.  Earnings (loss) per share

 

The following table shows the calculation of basic and diluted earnings and loss per share. In view of the loss for the period ended September 30, 2017, shares with dilutive potential are not considered, because the impact would be antidilutive.

 

 

 

 

09/30/2017

09/30/2016

Basic numerator

 

 

Undistributed profit (loss) from continued operations

(485,417)

(200,749)

Undistributed profit (loss) from discontinued operations

98,175

36,461

Undistributed profit (loss), available to the holders of common shares

(387,242)

(164,288)

 

 

 

Basic denominator (in thousands of shares)

 

 

Weighted average number of shares (Note 18.1)

26,874

26,969

 

 

 

Basic earnings (loss) per share in Reais

(14.410)

(6.092)

From continued operations

(18.063)

(7.444)

From discontinued operations

3.653

1.352

 

 

Diluted numerator

 

 

Undistributed profit (loss) from continued operations

(485,417)

(200,749)

Undistributed profit (loss) from discontinued operations

98,175

36,461

Undistributed profit (loss), available to the holders of common shares

(387,242)

(164,288)

 

 

 

Diluted denominator (in thousands of shares)

 

 

Weighted average number of shares (Note 18.1)

26,874

26,969

Stock options

14

104

Anti-dilutive effect

(14)

(104)

Diluted weighted average number of shares

26,874

26,969

 

 

 

Diluted earnings (loss) per share in Reais

(14.410)

(6.092)

From continued operations

(18.063)

(7.444)

From discontinued operations

3.653

1.352

 

 

The other explanation related to this note was not subject to significant changes in relation to those disclosed in Note 27 to the financial statements as of December 31, 2016.

 

 

71


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

28.  Segment information

 

With the completion of the discontinuation of Tenda’s operations (Note 8.2), the Company operates only in one segment, according to the nature of its products.

 

Accordingly, the reports used for making decisions are the consolidated financial statements, and no longer the analysis by operating segments. Therefore, in line with CPC 22 – Operating Segments, the Company understands that there is no reportable segment to be disclosed in the periods ended September 30, 2017 and 2016.

 

 

29.  Real estate ventures under construction – information and commitments

 

In order to meet the provisions of paragraphs 20 and 21 of ICPC 02, the recognized revenue amounts and incurred costs are shown in the statement of profit or loss, and the advances received are shown in the account “Payables for purchase of property and advances from customer”. The Company shows the following information on the ventures under construction as of September 30, 2017:

 

 

 

 

 

Consolidated

 

 

09/30/2017

 

 

 

Unappropriated sales revenue of units sold

 

419,267

Estimated cost of units sold to be incurred

 

(255,928)

Estimated cost of units in inventory to be incurred

 

(177,374)

 

 

 

(i) Unappropriated sales revenue of units sold

 

 

Ventures under construction:

 

 

Contracted sales revenue

 

1,069,140

Appropriated sales revenue

 

(649,873)

Unappropriated sales revenue (a)

 

419,267

 

(ii) Estimated cost of units sold to be incurred

 

 

Ventures under construction:

 

 

Estimated cost of units

 

(667,197)

Incurred cost of units

 

411,269

Estimated cost to be incurred (b)

 

(255,928)

 

(iii) Estimated costs of units in inventory to be incurred

 

 

Ventures under construction:

 

 

Estimated cost of units

 

(632,141)

Incurred cost of units (Note 6)

 

454,767

Estimated cost to be incurred

 

(177,374)

 

(a)   The unappropriated sales revenue of units sold are measured by the face value of contracts, plus the contract adjustments and deducted from cancellations, net of the levied taxes and adjustment to present value, and do not include ventures that are subject to restriction due to a suspensive clause (legal period of 180 days in which the Company can cancel a development) and therefore is not appropriated to profit or loss.

(b)   The estimated cost of units sold to be incurred does not include financial charges, which are appropriated to properties for sale and profit or loss (cost of real estate sold) in proportion to the real estate units sold to the extent they are incurred.

 

       As of September 30, 2017, the percentage of assets consolidated in the financial statements related to ventures included in the equity segregation structure of the development stood at 22.7% (35.7% in 2016).

 

 

72


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

30.  Communication with regulatory bodies

 

The explanations related to this note were not subject to significant changes in relation to those disclosed in Note 30 to the financial statements as of December 31, 2016.

 

31.  Transactions that did not affect Cash and Cash Equivalents

 

The Company and its subsidiaries performed the following investing and financing activities that did not affect cash and cash equivalents, which were not included in the statements of cash flows:

 

 

Company

Consolidated

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

 

 

 

 

 

Capital contribution (reduction)

(12,281)

83,450

(12,404)

83,450

Capitalized financial charges (Note 12)

(29,071)

(133,607)

(56,225)

(160,060)

Physical barter – Land (Note 17)

(9,161)

(45,895)

(13,292)

(52,463)

Refund of capital receivable from Tenda (Nota 7)

103,907

-

103,907

-

 

53,394

(96,052)

21,986

(129,073)

 

32.  Subsequent events

 

(i)   11th Debenture Placement

 

On November 1, 2017, the Company approved the 11th Private Placement of Non-convertible Debentures, with general guarantee, in two series in the total amount of R$120,000, of which R$90,000 refers to the 1st series and R$30,000 refers to the second series, with final maturity in February and November 2020, respectively. The proceeds from the placement will be used in the development of select real estate ventures and their guarantees are represented by the conditional sale of real estate receivables and the purchase of completion bond. The face value of the Placement will accrue interest corresponding to the cumulative variation of Interbank Deposit (DI) plus a surcharge equivalent to 5.25% p.a..

 

(ii)  Capital Increase

 

In the meeting held on November 9, 2017, the Board of Directors of the Company approved the call for an Extraordinary Shareholders’ Meeting aimed at passing a resolution on the proposal for increasing capital by the total amount of R$300,000 (three hundred million reais). The capital increase is included in the Company’s plans for reinforcing cash availability, strengthening its capital structure in view of the current indebtedness level, as well as making viable the Company’s strategic and operational positioning for a new cycle of the real estate market.

 

 

***

 

 

73


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

 

Other information deemed relevant by the Company

 

1.   SHAREHOLDERS HOLDING MORE THAN 5% OF THE VOTING CAPITAL AND TOTAL NUMBER OF OUTSTANDING SHARES

 

 

9/30/2017

 

Common shares

Shareholder

Shares

%

 

 

 

Treasury shares

972,347

3.47%

Wishbone Management, LP

4,825,000

17.21%

River and Mercantille Management, LLP

3,038,679

10.84%

Outstanding shares

19,204,136

68.49%

     

Total shares

28,040,162

100.00%

     

 

9/30/2016

 

Common shares

Shareholder

Shares

%

 

 

 

Treasury shares

1,050,249

3.75%

Polo Capital

4,089,253

14.58%

Pátria Investimentos

1,570,248

5.60%

Outstanding shares

21,330,412

76.07%

     

Total shares

28,040,162

100.00%

 

 

74


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

 

Other information deemed relevant by the Company

 

2.   SHARES HELD BY PARENT COMPANIES, MANAGEMENT AND BOARD

 

 

9/30/2017

 

Common shares

 

Shares

%

 

 

 

Shareholders holding effective control of the Company

7,863,679

28.04%

Board of Directors

18,067

0.06%

Executive directors

122,219

0.44%

 

 

 

Executive control, board members, officers and fiscal council

8,003,965

28.54%

 

 

 

Treasury shares

972,347

3.47%

Outstanding shares in the market (*)

19,063,850

67.99%

 

 

 

Total shares

 28,040,162

100.00%

 

 

 

 

9/30/2016

 

Common shares (i)

 

Shares

%

 

 

 

Shareholders holding effective control of the Company

5,659,501

20.18%

Board of Directors

43,952

0.16%

Executive directors

166,533

0.59%

 

 

 

Executive control, board members, officers and fiscal council

5,869,986

20.93%

 

 

 

Treasury shares

1,050,249

3.75%

Outstanding shares in the market (*)

21,119,927

75.32%

 

 

 

Total shares

28,040,162

100.00%

 

(*) Excludes shares of effective control, management, board and in treasury.

 

(i) Post grouping, considering ratio of R$13.483023074 for comparability.

 

 

75


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

 

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.

 

 

76


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

 

Report on the review of quarterly information - ITR

 

 

The Board of Directors and Shareholders of

Gafisa S.A.

São Paulo – SP

 

We have reviewed the accompanying individual and consolidated interim financial information of Gafisa S.A. (“Company”), identified as Company and Consolidated, respectively, contained in the Quarterly Information (ITR) for the quarter ended September 30, 2017, which comprises the balance sheet as of September 30, 2017 and the respective statement of operations and statement of comprehensive income (loss) for the quarter and nine-month period then ended, and the statement of changes in equity and statement of cash flows for the nine-month period then ended, including explanatory notes.

 

The Company’s management is responsible for the preparation of individual interim financial information in accordance with the Technical Pronouncement of the Accounting Pronouncements Committee (CPC) 21 (R1) – Interim Financial Reporting and the consolidated interim financial information in accordance with CPC 21 (R1) and IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB) which considers the Technical Orientation - OCPC 04 - Application of the Technical Interpretation ICPC 02 to the Brazilian Real Estate Development Entities, edited by the Accounting Pronouncements Committee (CPC) and approved by the Brazilian Securities and Exchange Commission (CVM) and the Brazilian Federal Accounting Council (CFC), as well as for the presentation of these information in compliance with the rules issued by the CVM, applicable to the preparation of Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.

 

Scope of review

We conducted our review according to the Brazilian and international review standards of interim financial information (NBC TR 2410 – Review of Interim Financial Information Performed by the Auditor of the Entity, and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of inquiries, mainly of the people responsible for the financial and accounting matters, and the application of analytical and other review procedures. The scope of a review is significantly narrower than that of an audit conducted in accordance with audit standards and, accordingly, it did not permit us to obtain assurance that we took notice of all significant matters that could have been raised in an audit. Therefore, we did not express an audit opinion.

 

Conclusion from the individual and consolidated interim financial information prepared in accordance with CPC 21(R1)

 

Based on our review, we are not aware of any fact that makes us believe that the individual and consolidated interim financial information included in the Quarterly Information referred to above was not prepared, in all material respects, in accordance with CPC 21 (R1) applicable to the preparation of Quarterly Information (ITR), and presented in compliance with the rules issued by the CVM.

77


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

 

Conclusion from the consolidated interim information prepared in accordance with IAS 34, which considers the Technical Orientation - OCPC 04 – Application of the Technical Interpretation ICPC 02 to the Brazilian Real Estate Development Entities, edited by Accounting Pronouncements Committee (CPC) and approved by the Brazilian Securities and Exchange Commission (CVM) and the Brazilian Federal Accounting Council (CFC)

 

Based on our review, we are not aware of any fact that makes us believe that the consolidated interim financial information included in the Quarterly Information referred to above was not prepared, in all material respects, in accordance with IAS 34, issued by the IASB, which considers the Technical Orientation - OCPC 04 - Application of technical interpretation ICPC02 to the Brazilian Real Estate Development Entities, issued by the Accounting Pronouncements Committee (CPC), and approved by the CVM and the Brazilian Federal Accounting Council (CFC) applicable to the preparation of Quarterly Information (ITR), and presented in compliance with the rules issued by the CVM.

 

Emphasis of matter

 

As described in Note 2, the individual (Company) and consolidated interim financial information was prepared in accordance with accounting practices adopted in Brazil (CPC21 (R1)). The consolidated interim financial information were prepared in accordance with the IFRS applicable to the Brazilian Real Estate development entities IAS34 for interim financial information also considers the Technical Orientation OCPC04, edited by the Accounting Pronouncements Committee (CPC). This Technical Orientation refers to the revenue recognition of this sector and comprises other matters related to the meaning and adoption of the concept of continuous transfer of the risks, benefits and control over real estate unit sales, as further described in Note 2. Our conclusion is not modified in view of this matter.

 

Other matters

Statement of value added

 

The individual and consolidated interim financial statements related to the statements of value added (DVA) for the nine-month period ended September 30, 2017, prepared under the responsibility of the Company's management, presented as supplementary information for the purposes of IAS 34, were submitted to review procedures performed together with the review of the quarterly information - ITR of the Company. For the purposes of forming our conclusion, we assess if these statements are reconciled with the interim accounting information and accounting records, as applicable, and if their form and content were prepared according with Technical Pronouncement CPC 09 - Statement of value added. Based on our review, we are not aware of any fact that makes us believe that they were not prepared, in all material respects, consistent with the individual and consolidated interim financial statements taken as a whole.

 

São Paulo, November 10, 2017

 

KPMG Auditores Independentes

CRC 2SP014428/O-6

Original report in Portuguese signed by

Giuseppe Masi

Accountant CRC 1SP176273/O-7

 

 

78


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

Reports and statements \ Management statement of interim financial information

Management statement of interim financial 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 conclusion expressed on the report on review interim financial Information for the period ended September 30, 2017; and

 

ii)   Management has reviewed and agreed with the interim information for the period ended September 30, 2017.

 

São Paulo, November 09, 2017.

 

GAFISA S.A.

 

Management

 

 

 

79


 
 

 

(A free translation of the original report in Portuguese as published in Brazil)

 

Gafisa S.A.

 

Notes to the quarterly information

September 30, 2017

(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

Reports and Statements \ Management statement on the report on review of interim financial information

 

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 conclusion expressed on the report on review interim financial Information for the period ended September 30, 2017; and

 

ii)   Management has reviewed and agreed with the interim information for the period ended September 30, 2017.

 

São Paulo, November 09, 2017.

 

GAFISA S.A.

 

Management

 

 

80

 

SIGNATURE

 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 24, 2017
 
Gafisa S.A.
 
By:
/s/ Sandro Gamba

 
Name:   Sandro Gamba
Title:     Chief Executive Officer