Indicate
by check
mark if the registrant is submitting
the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Yes ______ No ___X___
Indicate
by check
mark whether by furnishing the information contained in this Form,
the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ______ No ___X___
If
“Yes” is marked, indicate below the file number assigned
to the registrant in
connection with Rule 12g3-2(b): N/A
(A free translation of the original in Portuguese) | ||
FEDERAL GOVERNMENT SERVICE | ||
BRAZILIAN SECURITIES COMMISSION (CVM) | Unaudited |
|
QUARTERLY INFORMATION - ITR | Corporate Legislation | |
TYPE OF COMPANY: COMMERCIAL, INDUSTRIAL AND OTHER | September 30, 2009 |
REGISTRATION WITH CVM SHOULD NOT BE CONSTRUED AS AN EVALUATION OF THE COMPANY. COMPANY MANAGEMENT IS RESPONSIBLE FOR THE INFORMATION PROVIDED. |
01.01 - IDENTIFICATION
1 - CVM CODE 01610-1 |
2 - COMPANY NAME GAFISA S/A |
3 - CNPJ (Federal Tax ID) 01.545.826/0001-07 |
4 - NIRE (State Registration Number) |
01.02 - HEAD OFFICE
1 - ADDRESS Av. das Nações Unidas, 8501 - 19º andar |
2 - DISTRICT Pinheiros |
3 - ZIP CODE 05425-070 |
4 - CITY São Paulo |
5 - STATE SP |
6 - AREA CODE 011 |
7 - TELEPHONE 3025-9297 |
8 - TELEPHONE 3025-9158 |
9 - TELEPHONE 3025-9191 |
10 - TELEX |
11 - AREA CODE 011 |
12 - FAX 3025-9438 |
13 - FAX 3025-9217 |
14 - FAX - |
15 - E-MAIL |
01.03 - INVESTOR RELATIONS OFFICER (Company Mailing Address)
1- NAME Alceu Duilio Calciolari |
2 - ADDRESS Av. das Nações Unidas, 8501 - 19º andar |
3 - DISTRICT Pinheiros |
4 - ZIP CODE 05425-070 |
5 - CITY |
6 - STATE SP |
7 - AREA CODE 011 |
8 - TELEPHONE 3025-9297 |
9 - TELEPHONE 3025-9158 |
10 - TELEPHONE 3025-9121 |
11 - TELEX |
12 - AREA CODE 011 |
13 - FAX 3025-9438 |
14 - FAX 3025-9191 |
15 - FAX - |
16 - E-MAIL dcalciolari@gafisa.com.br |
01.04 - REFERENCE / AUDITOR
CURRENT YEAR | CURRENT QUARTER | PREVIOUS QUARTER | |||||
1 - BEGINNING | 2 - END | 3 - QUARTER | 4 - BEGINNING | 5 - END | 6 - QUARTER | 7 - BEGINNING | 8 - END |
1/1/2009 | 12/31/2009 | 3 | 7/1/2009 | 9/30/2009 | 2 | 4/1/2009 | 6/30/2009 |
09 - INDEPENDENT ACCOUNTANT Terco Grant Thornton Auditores Independentes Soc. Simples |
10 - CVM CODE 00635-1 |
||||||
11 - PARTNER IN CHARGE Daniel Gomes Maranhão Junior |
12 - PARTNER'S CPF (INDIVIDUAL TAXPAYER'S REGISTER) 070.962.868-45 |
1
01.05 - CAPITAL STOCK
Number of Shares (in thousands) |
1 - CURRENT QUARTER 9/30/2009 |
2 - PREVIOUS QUARTER 6/30/2009 |
3 - SAME QUARTER, PREVIOUS YEAR 9/30/2008 |
Paid-in Capital | |||
1 - Common | 133,463 | 133,463 | 133,088 |
2 - Preferred | 0 | 0 | 0 |
3 - Total | 133,663 | 133,463 | 133,088 |
Treasury share | |||
4 - Common | 3,125 | 3,125 | 3,125 |
5 - Preferred | 0 | 0 | 0 |
6 - Total | 3,125 | 3,125 | 3,125 |
01.06 - COMPANY PROFILE
1 - TYPE OF COMPANY Commercial, Industrial and Other |
2 - STATUS Operational |
3 - NATURE OF OWNERSHIP National Private |
4 - ACTIVITY CODE 1110 Civil Construction, Constr. Mat. and Decoration |
5 - MAIN ACTIVITY Real Estate Development |
6 - CONSOLIDATION TYPE Full |
7 - TYPE OF REPORT OF INDEPENDENT AUDITORS Unqualified |
01.07 - COMPANIES NOT INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS
1 - ITEM | 2 - CNPJ (Federal Tax ID) | 3 - COMPANY NAME |
01.08 - CASH DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER
1 - ITEM | 2 - EVENT | 3 - APPROVAL | 4 - TYPE | 5 - DATE OF PAYMENT | 6 - TYPE OF SHARE | 7 - AMOUNT PER SHARE |
2
01.09 - SUBSCRIBED CAPITAL AND CHANGES IN THE CURRENT YEAR
1 - ITEM | 2 - DATE OF CHANGE | 3 - CAPITAL STOCK (In thousands of Reais) |
4 - AMOUNT OF CHANGE (In thousands of Reais) |
5 - NATURE OF CHANGE | 7 - NUMBER OF SHARES ISSUED (thousands) |
8 -SHARE PRICE WHEN ISSUED (In Reais) |
01 | 08/24/2009 | 1,233,465 | 887 | Private cash subscription | 130 | 6.8217000000 |
02 | 09/15/2009 | 1,233,897 | 431 | Private cash subscription | 41 | 10.6531000000 |
01.10 - INVESTOR RELATIONS OFFICER
1- DATE 11/05/2009 |
2 SIGNATURE |
3
02.01 - BALANCE SHEET - ASSETS (in thousands of Brazilian Reais)
1 - CODE | 2 DESCRIPTION | 3 9/30/2009 | 4 6/30/2009 |
1 | Total Assets | 4,566,251 | 4,196,988 |
1.01 | Current Assets | 1,914,049 | 1,528,377 |
1.01.01 | Cash and cash equivalents | 327,598 | 231,961 |
1.01.01.01 | Cash and banks | 54,690 | 22,278 |
1.01.01.02 | Financial Investments | 272,908 | 209,683 |
1.01.02 | Credits | 749,676 | 482,092 |
1.01.02.01 | Trade accounts receivable | 749,676 | 482,092 |
1.01.02.01.01 | Receivables from clients of developments | 644,774 | 399,394 |
1.01.02.01.02 | Receivables from clients of construction and services rendered | 78,313 | 59,942 |
1.01.02.01.03 | Other Receivables | 26,589 | 22,756 |
1.01.02.02 | Sundry Credits | 0 | 0 |
1.01.03 | Inventory | 636,757 | 598,103 |
1.01.03.01 | Properties for sale | 636,757 | 598,103 |
1.01.04 | Other | 200,018 | 216,221 |
1.01.04.01 | Deferred selling expenses | 740 | 5,152 |
1.01.04.02 | Other receivables | 177,345 | 189,515 |
1.01.04.03 | Prepaid expenses | 11,713 | 21,554 |
1.01.04.04 | Deferred taxes | 10,220 | 0 |
1.02 | Non Current Assets | 2,652,202 | 2,668,611 |
1.02.01 | Long Term Receivables | 1,043,195 | 1,139,009 |
1.02.01.01 | Sundry Credits | 890,162 | 993,772 |
1.02.01.01.01 | Receivables from clients of developments | 700,563 | 767,292 |
1.02.01.01.02 | Properties for sale | 189,599 | 226,480 |
1.02.01.02 | Credits with Related Parties | 0 | 0 |
1.02.01.02.01 | Associated companies | 0 | 0 |
1.02.01.02.02 | Subsidiaries | 0 | 0 |
1.02.01.02.03 | Other Related Parties | 0 | 0 |
1.02.01.03 | Other | 153,033 | 145,237 |
1.02.01.03.01 | Deferred taxes | 130,245 | 112,036 |
1.02.01.03.02 | Other receivables | 15,299 | 20,616 |
1.02.01.03.03 | Dividends receivables | 5,000 | 5,000 |
1.02.01.03.04 | Escrow deposit | 2,489 | 7,585 |
1.02.02 | Permanent Assets | 1,609,007 | 1,529,602 |
1.02.02.01 | Investments | 1,579,618 | 1,504,731 |
1.02.02.01.01 | Interest in associated and similar companies | 0 | 0 |
1.02.02.01.02 | Interest in associated and similar companies - Goodwill | 0 | 0 |
1.02.02.01.03 | Interest in Subsidiaries | 1,059,427 | 994,979 |
1.02.02.01.04 | Interest in Subsidiaries - goodwill | 195,088 | 195,088 |
1.02.02.01.05 | Other Investments | 325,103 | 314,664 |
1.02.02.02 | Property and equipment | 25,373 | 21,079 |
1.02.02.03 | Intangible assets | 4,016 | 3,792 |
1.02.02.04 | Deferred charges | 0 | 0 |
4
02.02 - BALANCE SHEET - LIABILITIES AND SHAREHOLDERS' EQUITY (in thousands of Brazilian Reais)
1 - CODE | 2 - DESCRIPTION | 3 9/30/2009 | 4 6/30/2009 |
2 | Total Liabilities and Shareholders Equity | 4,566,251 | 4,196,988 |
2.01 | Current Liabilities | 1,174,617 | 1,004,021 |
2.01.01 | Loans and Financing | 471,134 | 281,170 |
2.01.02 | Debentures | 60,920 | 106,388 |
2.01.03 | Suppliers | 65,961 | 64,860 |
2.01.04 | Taxes, charges and contributions | 81,452 | 76,553 |
2.01.05 | Dividends Payable | 26,106 | 26,106 |
2.01.06 | Provisions | 10,512 | 9,437 |
2.01.06.01 | Provision for contingencies | 10,512 | 9,437 |
2.01.07 | Accounts payable to related parties | 0 | 0 |
2.01.08 | Other | 458,532 | 439,507 |
2.01.08.02 | Obligations for purchase of real estate and advances from customers | 285,458 | 280,070 |
2.01.08.03 | Payroll, profit sharing and related charges | 38,448 | 29,253 |
2.01.08.04 | Other liabilities | 134,626 | 130,184 |
2.02 | Non Current Liabilities | 1,608,158 | 1,475,721 |
2.02.01 | Long Term Liabilities | 1,608,158 | 1,475,721 |
2.02.01.01 | Loans and Financing | 385,761 | 508,398 |
2.02.01.02 | Debentures | 644,000 | 394,000 |
2.02.01.03 | Provisions | 28,735 | 27,797 |
2.02.01.03.01 | Provisions for contingencies | 28,735 | 27,797 |
2.02.01.04 | Accounts payable to related parties | 0 | 0 |
2.02.01.05 | Advance for future capital increase | 336 | 0 |
2.02.01.06 | Others | 549,326 | 573,323 |
2.02.01.06.01 | Obligations for purchase of real estate and advances from customers | 51,403 | 47,367 |
2.02.01.06.02 | Deferred income tax and social contribution | 173,491 | 141,462 |
2.02.01.06.03 | Amortization of gain on partial sale of Fit Residential | 11,594 | 64,194 |
2.02.01.06.04 | Negative goodwill on acquisition of subsidiaries | 11,512 | 14,621 |
2.02.01.06.05 | Other liabilities | 301,326 | 305,679 |
2.03 | Deferred income | 0 | 0 |
2.05 | Shareholders' equity | 1,783,476 | 1,717,246 |
2.05.01 | Paid-in capital stock | 1,215,847 | 1,214,529 |
2.05.01.01 | Capital Stock | 1,233,897 | 1,232,579 |
2.05.01.02 | Treasury shares | (18,050) | (18,050) |
2.05.02 | Capital Reserves | 190,584 | 189,389 |
2.05.03 | Revaluation reserves | 0 | 0 |
2.05.03.01 | Own assets | 0 | 0 |
2.05.03.02 | Subsidiaries/ Associated and similar Companies | 0 | 0 |
2.05.04 | Revenue reserves | 218,827 | 218,827 |
2.05.04.01 | Legal | 21,081 | 21,081 |
2.05.04.02 | Statutory | 159,213 | 159,213 |
02.02 - BALANCE SHEET - LIABILITIES AND SHAREHOLDERS' EQUITY (in thousands of Brazilian Reais)
1 - CODE | 2 - DESCRIPTION | 3 9/30/2009 | 4 6/30/2009 |
2.05.04.03 | For Contingencies | 0 | 0 |
2.05.04.04 | Unrealized profits | 0 | 0 |
2.05.04.05 | Retained earnings | 38,553 | 38,553 |
2.05.04.06 | Special reserve for undistributed dividends | 0 | 0 |
2.05.04.07 | Other revenue reserves | 0 | 0 |
2.05.05 | Adjustments to Assets Valuation | 0 | 0 |
2.05.05.01 | Securities Adjustments | 0 | 0 |
2.05.05.02 | Cumulative Translation Adjustments | 0 | 0 |
2.05.05.03 | Business Combination Adjustments | 0 | 0 |
2.05.06 | Retained earnings/accumulated losses | 158,218 | 94,501 |
2.05.07 | Advances for future capital increase | 0 | 0 |
6
03.01 - STATEMENT OF INCOME (in thousands of Brazilian Reais)
1 - CODE | 2 - DESCRIPTION | 3 -7/1/2009 to 9/30/2009 | 4 - 1/1/2009 to 9/30/2009 | 5 -7/1/2008 to 9/30/2008 | 6 - 1/1/2008 to 9/30/2008 |
3.01 | Gross Sales and/or Services | 340,760 | 854,314 | 203,110 | 738,465 |
3.01.01 | Real estate development and sales | 307,629 | 782,927 | 173,031 | 673,582 |
3.01.02 | Construction services rendered revenue | 32,488 | 82,391 | 10,683 | 34,690 |
3.01.03 | Construction services rendered cost | (21,441) | (53,142) | (4,882) | (18,665) |
3.01.04 | Barter transactions revenue | 22,084 | 42,138 | 24,278 | 48,858 |
3.02 | Gross Sales Deductions | (12,607) | (28,770) | (6,384) | (21,772) |
3.02.01 | Taxes on sales and services | (10,851) | (25,941) | (6,126) | (20,576) |
3.02.02 | Brokerage fee on sales | (1,756) | (2,829) | (258) | (1,196) |
3.03 | Net Sales and/or Services | 328,153 | 825,544 | 196,726 | 716,693 |
3.04 | Cost of Sales and/or Services | (245,696) | (601,712) | (128,429) | (490,956) |
3.04.01 | Cost of Real estate development | (223,612) | (559,574) | (104,151) | (442,098) |
3.4.02 | Barter transactions cost | (22,084) | (42,138) | (24,278) | (48,858) |
3.05 | Gross Profit | 82,457 | 223,832 | 68,297 | 225,737 |
3.06 | Operating Expenses/Income | (11,742) | (36,172) | (43,073) | (97,524) |
3.06.01 | Selling Expenses | (13,294) | (45,944) | (19,650) | (50,299) |
3.06.02 | General and Administrative | (27,048) | (77,513) | (15,904) | (63,098) |
3.06.02.01 | Profit sharing | (6,612) | (11,788) | 3,034 | 0 |
3.06.02.02 | Stock option plan expenses | (1,195) | (8,459) | (6,158) | (15,103) |
3.06.02.03 | Other Administrative Expenses | (19,241) | (57,266) | (12,780) | (47,995) |
3.06.03 | Financial | (30,405) | (62,652) | 1,551 | 31,810 |
3.06.03.01 | Financial income | 17,544 | 63,209 | 13,008 | 48,865 |
3.06.03.02 | Financial Expenses | (47,949) | (125,861) | (11,457) | (17,055) |
3.06.04 | Other operating income | 52,600 | 157,800 | 0 | 0 |
3.06.04.01 | Gain on partial sale of Fit Residential negative goodwill amortiz. | 52,600 | 157,800 | 0 | 0 |
3.06.05 | Other operating expenses | (34,060) | (81,105) | (11,884) | (25,351) |
3.06.05.01 | Depreciation and Amortization | (6,435) | (13,454) | (8,864) | (20,353) |
7
03.01 - STATEMENT OF INCOME (in thousands of Brazilian Reais)
1 - CODE | 2 - DESCRIPTION | 3 -4/1/2009 to 6/30/2009 | 4 - 1/1/2009 to 6/30/2009 | 5 -4/1/2008 to 6/30/2008 | 6 - 1/1/2008 to 6/30/2008 |
3.06.05.02 | Amortization of goodwill and negative goodwill | 3,107 | 7,008 | 0 | 0 |
3.06.05.03 | Other Operating expenses | (30,732) | (74,659) | (3,020) | (4,998) |
3.06.06 | Equity in results of investees | 40,465 | 73,242 | 2,814 | 9,414 |
3.07 | Total operating profit | 70,715 | 187,660 | 25,224 | 128,213 |
3.08 | Total non-operating (income) expenses, net | 0 | 0 | 0 | 0 |
3.8.01 | Income | 0 | 0 | 0 | 0 |
3.08.02 | Expenses | 0 | 0 | 0 | 0 |
3.09 | Profit before taxes/profit sharing | 70,715 | 187,660 | 25,224 | 128,213 |
3.10 | Provision for income tax and social contribution | 0 | 0 | (67) | (745) |
3.11 | Deferred Income Tax | (6,438) | (28,332) | (11,807) | (30,392) |
3.12 | Statutory Profit Sharing/Contributions | (560) | (1,120) | 1,120 | 0 |
3.12.01 | Profit Sharing | 0 | 0 | 0 | 0 |
3.12.02 | Contributions | (560) | (1,120) | 1,120 | 0 |
3.13 | Reversal of interest attributed to shareholders equity | 0 | 0 | 0 | 0 |
3.15 | Net income for the Period | 63,717 | 158,218 | 14,470 | 97,076 |
NUMBER OF SHARES OUTSTANDING EXCLUDING TREASURY SHARES (in thousands) |
130,508 | 130,508 | 129,963 | 129,963 | |
EARNINGS PER SHARE (Reais) | 0.48822 | 1.21232 | 0.11134 | 0.74695 | |
LOSS PER SHARE (Reais) |
8
04.01 - STATEMENT OF CASH FLOW INDIRECT METHOD (in thousands of Brazilian Reais)
1 CODE | 2 DESCRIPTION | 3 -4/1/2009 to 6/30/2009 | 4 - 1/1/2009 to 6/30/2009 | 5 -4/1/2008 to 6/30/2008 | 6 - 1/1/2008 to 6/30/2008 |
4.01 | Net cash from operating activities | (102,578) | (75,551) | (213,637) | (423,619) |
4.01.01 | Cash generated in the operations | 17,397 | 73,424 | 76,464 | 224,942 |
4.01.01.01 | Net Income for the year | 63,717 | 158,218 | 14,470 | 97,076 |
4.01.01.02 | Stock options expenses | 1,194 | 8,458 | 6,158 | 15,103 |
4.01.01.03 | Gain on sale of investments | (52,600) | (157,800) | 0 | 0 |
4.01.01.04 | Unrealized interest and finance charges, net | 35,786 | 103,023 | 37,980 | 71,432 |
4.01.01.05 | Deferred taxes | 6,437 | 28,321 | 11,806 | 30,392 |
4.01.01.06 | Depreciation and amortization | 6,435 | 13,454 | 7,088 | 21,688 |
4.01.01.07 | Amortization of negative goodwill | (3,107) | (7,008) | 1,776 | (1,335) |
4.01.01.08 | Equity in the results of investees | (40,465) | (73,242) | (2,814) | (9,414) |
4.01.02 | Variation in Assets and Liabilities | (119,975) | (148,975) | (290,101) | (648,561) |
4.01.02.01 | Trade accounts receivable | (200,856) | (475,324) | 15,778 | (367,236) |
4.01.02.02 | Properties for sale | (1,773) | 134,766 | 1,343 | (238,360) |
4.01.02.03 | Other Receivables | 4,443 | 46,558 | (196,427) | (289,672) |
4.01.02.04 | Deferred selling expenses | 5,413 | 3,340 | 9,708 | 9,068 |
4.01.02.05 | Prepaid expenses | 8,841 | 9,302 | (8,351) | (13,500) |
4.01.02.06 | Obligations for purchase of real state | 9,810 | (104,390) | 5,829 | 248,244 |
4.01.02.07 | Taxes, charges and contributions | 4,899 | 12,056 | 4,706 | 13,105 |
4.01.02.08 | Contingencies | 38,916 | 69,221 | 1,521 | 1,630 |
4.01.02.09 | Suppliers | 1,101 | 16,271 | (14,136) | (1,022) |
4.01.02.10 | Advances from customers | (386) | 79,395 | (149,055) | (71,451) |
4.01.02.11 | Payroll, profit sharing and related charges | 9,192 | 23,396 | (5,803) | (9,052) |
4.01.02.12 | Other accounts payable | (13,132) | 23,566 | 44,733 | 45,710 |
4.01.02.13 | Credit assignments, net | 13,557 | 12,868 | 53 | 23,975 |
4.01.03 | Others | 0 | 0 | 0 | 0 |
4.02 | Net cash from investments activities | (40,545) | (230,323) | (35,611) | (190,358) |
9
04.01 - STATEMENT OF CASH FLOW INDIRECT METHOD (in thousands of Brazilian Reais)
1 - CODE | 2 DESCRIPTION | 3 -7/1/2009 to 9/30/2009 | 4 - 1/1/2009 to 9/30/2009 | 5 -7/1/2008 to 9/30/2008 | 6 - 1/1/2008 to 9/30/2008 |
4.02.01 | Purchase of property and equipment and deferred charges | (10,953) | (22,763) | (11,835) | (31,897) |
4.02.02 | Capital contribution in subsidiary companies | (28,224) | (126,148) | (23,776) | (158,461) |
4.02.03 | Restricted cash in guarantee to loans | (1,368) | (81,512) | 0 | 0 |
4.03 | Net cash from financing activities | 237,392 | 379,833 | 214,358 | 769,365 |
4.03.01 | Capital increase | 1,319 | 4,381 | 7,547 | 7,672 |
4.03.02 | Loans and financing obtained | 380,281 | 713,981 | 246,877 | 552,990 |
4.03.03 | Repayment of loans and financing | (144,208) | (401,316) | (40,781) | (65,263) |
4.03.04 | Assignment of credits receivable, net | 0 | 3,898 | 715 | 936 |
4.03.05 | Contributions from venture partners | 0 | 0 | 0 | 300,000 |
4.03.06 | Dividends paid 2007 | 0 | 0 | 0 | (26,970) |
4.03.07 | CCI Assignment of credits receivable | 0 | 58,889 | 0 | 0 |
4.04 | Foreign Exchange Variation on Cash and Cash Equivalents | 0 | 0 | 0 | 0 |
4.05 | Net increase (decrease) of Cash and Cash Equivalents | 94,269 | 73,959 | (34,890) | 155,388 |
4.05.01 | Cash at the beginning of the period | 144,906 | 165,216 | 583,915 | 393,637 |
4.05.02 | Cash at the end of the period | 239,175 | 239,175 | 549,025 | 549,025 |
10
05.01 - STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FROM 07/01/2009 TO 09/30/2009 (in thousands of Brazilian reais)
1 - CODE | 2 DESCRIPTION | 3 CAPITAL STOCK |
4 CAPITAL RESERVES |
5 - REVALUATION RESERVES |
6 - REVENUE RESERVES |
7 - RETAINED EARNINGS/ ACCUMULATED DEFICIT |
8 ADJUSTMENTS TO ASSETS VALUATION |
9 TOTAL SHAREHOLDERS EQUITY |
5.01 | Opening balance | 1,232,579 | 188,389 | 0 | 200,777 | 94,501 | 0 | 1,717,246 |
5.02 | Prior-years adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.03 | Adjusted balance | 1,232,579 | 188,389 | 0 | 200,777 | 94,501 | 0 | 1,717,246 |
5.04 | Net Income/Loss for the period | 0 | 0 | 0 | 0 | 63,717 | 0 | 63,717 |
5.05 | Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.01 | Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.02 | Interest on own capital | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.03 | Other Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.06 | Realization of revenue reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07 | Adjustments to assets valuation | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.01 | Securities adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.02 | Cumulative Translation adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.03 | Business Combination Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.08 | Increase/decrease in capital stock | 1,318 | 0 | 0 | 0 | 0 | 0 | 1,318 |
5.09 | Increase in capital reserves | 0 | 1,195 | 0 | 0 | 0 | 0 | 1,195 |
5.10 | Treasury Shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.11 | Other Capital Transactions | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.12 | Others | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.13 | Closing balance | 1,233,897 | 190,584 | 0 | 200,777 | 158,218 | 0 | 1,783,476 |
11
05.02 - STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FROM 01/01/2009 TO 06/30/2009 (in thousands of Brazilian reais)
1 - CODE | 2 DESCRIPTION | 3 CAPITAL STOCK |
4 CAPITAL RESERVES |
5 - REVALUATION RESERVES |
6 - REVENUE RESERVES |
7 - RETAINED EARNINGS/ ACCUMULATED DEFICIT |
8 ADJUSTMENTS TO ASSETS VALUATION |
9 TOTAL SHAREHOLDERS EQUITY |
5.01 | Opening balance | 1,229,517 | 182,125 | 0 | 200,777 | 0 | 0 | 1,612,419 |
5.02 | Prior-years adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.03 | Adjusted balance | 1,229,517 | 182,125 | 0 | 200,777 | 0 | 0 | 1,612,419 |
5.04 | Net Income/Loss for the period | 0 | 0 | 0 | 0 | 158,218 | 0 | 158,218 |
5.05 | Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.01 | Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.02 | Interest on own capital | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.03 | Other Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.06 | Realization of revenue reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07 | Adjustments to assets valuation | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.01 | Securities adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.02 | Cumulative Translation adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.03 | Business Combination Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.08 | Increase/decrease in capital stock | 4,380 | 0 | 0 | 0 | 0 | 0 | 4,380 |
5.09 | Increase in capital reserves | 0 | 8,459 | 0 | 0 | 0 | 0 | 8,459 |
5.10 | Treasury Shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.11 | Other Capital Transactions | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.12 | Others | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.13 | Closing balance | 1,233,897 | 190,584 | 0 | 200,777 | 158,218 | 0 | 1,783,476 |
12
08.01 CONSOLIDATED BALANCE SHEET - ASSETS (in thousands of Brazilian Reais)
1 - CODE | 2 DESCRIPTION | 3 9/30/2009 | 4 6/30/2009 |
1 | Total Assets | 6,931,539 | 6,407,741 |
1.01 | Current Assets | 4,321,581 | 3,412,196 |
1.01.01 | Cash and cash equivalents | 1,099,687 | 1,056,312 |
1.01.01.01 | Cash and banks | 215,133 | 129,543 |
1.01.01.02 | Financial Investments | 884,554 | 926,769 |
1.01.02 | Credits | 1,718,110 | 989,326 |
1.01.02.01 | Trade accounts receivable | 1,718,110 | 989,326 |
1.01.02.01.01 | Receivables from clients of developments | 1,627,327 | 921,766 |
1.01.02.01.02 | Receivables from clients of construction and services rendered | 79,511 | 60,164 |
1.01.02.01.03 | Other Receivables | 11,272 | 7,396 |
1.01.02.02 | Sundry Credits | 0 | 0 |
1.01.03 | Inventory | 1,376,236 | 1,250,203 |
1.01.03.01 | Properties for sale | 1,376,236 | 1,250,203 |
1.01.04 | Other | 127,548 | 116,355 |
1.01.04.01 | Deferred selling expenses | 7,205 | 13,237 |
1.01.04.02 | Other receivables | 93,722 | 78,141 |
1.01.04.03 | Prepaid expenses | 13,522 | 22,098 |
1.01.04.04 | Deferred taxes | 13,099 | 2,879 |
1.02 | Non Current Assets | 2,609,958 | 2,995,545 |
1.02.01 | Long Term Receivables | 2,351,482 | 2,743,026 |
1.02.01.01 | Sundry Credits | 2,048,496 | 2,463,722 |
1.02.01.01.01 | Receivables from clients of developments | 1,662,300 | 1,924,000 |
1.02.01.01.02 | Properties for sale | 386,196 | 539,722 |
1.02.01.02 | Credits with Related Parties | 0 | 0 |
1.02.01.02.01 | Associated companies | 0 | 0 |
1.02.01.02.02 | Subsidiaries | 0 | 0 |
1.02.01.02.03 | Other Related Parties | 0 | 0 |
1.02.01.03 | Other | 302,986 | 279,304 |
1.02.01.03.01 | Deferred taxes | 250,846 | 227,848 |
1.02.01.03.02 | Other receivables | 49,651 | 32,323 |
1.02.01.03.03 | Dividends receivable | 0 | 0 |
1.02.01.03.04 | Escrow deposit | 2,489 | 19,133 |
1.02.02 | Permanent Assets | 258,476 | 252,519 |
1.02.02.01 | Investments | 195,088 | 195,088 |
1.02.02.01.01 | Interest in associated and similar companies | 0 | 0 |
1.02.02.01.02 | Interest in Subsidiaries | 0 | 0 |
1.02.02.01.03 | Other investments | 0 | 0 |
1.02.02.01.04 | Interest in Subsidiaries - goodwill | 195,088 | 195,088 |
1.02.02.02 | Property and equipment | 53,698 | 49,126 |
1.02.02.03 | Intangible assets | 9,690 | 8,305 |
1.02.02.04 | Deferred charges | 0 | 0 |
13
08.02 CONSOLIDATED BALANCE SHEET - LIABILITIES AND SHAREHOLDERS' EQUITY (in thousands of Brazilian Reais)
1 - CODE | 2 - DESCRIPTION | 3 9/30/2009 | 4 6/30/2009 |
2 | Total Liabilities and Shareholders equity | 6,931,539 | 6,407,741 |
2.01 | Current Liabilities | 1,798,052 | 1,506,543 |
2.01.01 | Loans and Financing | 570,307 | 388,671 |
2.01.02 | Debentures | 80,781 | 113,902 |
2.01.03 | Suppliers | 194,302 | 155,701 |
2.01.04 | Taxes, charges and contributions | 132,216 | 120,624 |
2.01.05 | Dividends Payable | 26,106 | 26,106 |
2.01.06 | Provisions | 10,512 | 9,437 |
2.01.06.01 | Provision for contingencies | 10,512 | 9,437 |
2.01.07 | Accounts payable to related parties | 0 | 0 |
2.01.08 | Other | 783,828 | 692,102 |
2.01.08.01 | Obligations for real estate development | 0 | 0 |
2.01.08.02 | Obligations for purchase of real estate and advances from customers | 488,935 | 489,656 |
2.01.08.03 | Payroll, profit sharing and related charges | 61,206 | 71,159 |
2.01.08.04 | Other liabilities | 181,312 | 103,128 |
2.01.08.05 | Deferred taxes | 52,375 | 28,159 |
2.02 | Non Current Liabilities | 2,773,029 | 2,557,056 |
2.02.01 | Long Term Liabilities | 2,773,029 | 2,557,056 |
2.02.01.01 | Loans and Financing | 636,639 | 746,180 |
2.02.01.02 | Debentures | 1,244,000 | 994,000 |
2.02.01.03 | Provisions | 59,509 | 39,735 |
2.02.01.03.01 | Provisions for contingencies | 59,509 | 39,735 |
2.02.01.04 | Accounts payable to related parties | 0 | 0 |
2.02.01.05 | Advance for future capital increase | 1,180 | 817 |
2.02.01.06 | Others | 831,701 | 776,324 |
2.02.01.06.01 | Obligations for purchase of real estate and advances from customers | 147,168 | 140,439 |
2.02.01.06.02 | Deferred taxes | 322,870 | 276,582 |
2.02.01.06.03 | Other liabilities | 361,663 | 359,303 |
2.03 | Deferred income | 24,093 | 79,802 |
2.03.01 | Negative goodwill on acquisition of subsidiaries | 12,499 | 15,608 |
2.03.02 | Amortization of gain on partial sale of Fit Residential | 11,594 | 64,194 |
2.04 | Minority Interests | 552,889 | 547,094 |
2.05 | Shareholders' equity | 1,783,476 | 1,717,246 |
2.05.01 | Paid-in capital stock | 1,215,847 | 1,214,529 |
2.05.01.01 | Capital Stock | 1,233,897 | 1,232,579 |
2.05.01.02 | Treasury shares | (18,050) | (18,050) |
2.05.02 | Capital Reserves | 190,584 | 189,389 |
2.05.03 | Revaluation reserves | 0 | 0 |
2.05.03.01 | Own assets | 0 | 0 |
2.05.03.02 | Subsidiaries/ Associated and similar Companies | 0 | 0 |
2.05.04 | Revenue reserves | 218,827 | 218,827 |
2.05.04.01 | Legal | 21,081 | 21,081 |
14
08.02 CONSOLIDATED BALANCE SHEET - LIABILITIES AND SHAREHOLDERS' EQUITY (in thousands of Brazilian Reais)
1 - CODE | 2 - DESCRIPTION | 3 9/30/2009 | 4 6/30/2009 |
2.05.04.02 | Statutory | 159,213 | 159,213 |
2.05.04.03 | For Contingencies | 0 | 0 |
2.05.04.04 | Unrealized profits | 0 | 0 |
2.05.04.05 | Retained earnings | 38,553 | 38,553 |
2.05.04.06 | Special reserve for undistributed dividends | 0 | 0 |
2.05.04.07 | Other revenue reserves | 0 | 0 |
2.05.05 | Adjustments to Assets Valuation | 0 | 0 |
2.05.05.01 | Securities Adjustments | 0 | 0 |
2.05.05.02 | Cumulative Translation Adjustments | 0 | 0 |
2.05.05.03 | Business Combination Adjustments | 0 | 0 |
2.05.06 | Retained earnings/accumulated losses | 158,218 | 94,501 |
2.05.07 | Advances for future capital increase | 0 | 0 |
15
09.01 CONSOLIDATED STATEMENT OF INCOME (in thousands of Brazilian Reais)
1 - CODE | 2 - DESCRIPTION | 3 -7/1/2009 to 9/30/2009 | 4 - 1/1/2009 to 9/30/2009 | 5 -7/1/2008 to 9/30/2008 | 6 - 1/1/2008 to 9/30/2008 |
3.01 | Gross Sales and/or Services | 915,461 | 2,214,469 | 394,157 | 1,237,400 |
3.01.01 | Real estate development and sales | 872,617 | 2,129,991 | 365,220 | 1,173,114 |
3.01.02 | Construction services rendered revenue | 36,142 | 93,003 | 13,880 | 45,599 |
3.01.03 | Construction services rendered cost | (22,877) | (62,651) | (10,673) | (32,398) |
3.01.04 | Barter transactions revenue | 29,579 | 54,126 | 25,730 | 51,085 |
3.02 | Gross Sales Deductions | (38,360) | (89,663) | (15,172) | (44,841) |
3.02.01 | Taxes on sales and services | (34,148) | (80,107) | (13,987) | (39,846) |
3.02.02 | Brokerage fee on sales | (4,212) | (9,556) | (1,185) | (4,995) |
3.03 | Net Sales and/or Services | 877,101 | 2,214,806 | 378,985 | 1,192,559 |
3.04 | Cost of Sales and/or Services | (621,927) | (1,523,640) | (246,364) | (814,201) |
3.04.01 | Cost of Real estate development | (592,348) | (1,469,514) | (220,634) | (763,116) |
3.4.02 | Barter transactions cost | (29,579) | (54,126) | (25,730) | (51,085) |
3.05 | Gross Profit | 255,174 | 601,166 | 132,621 | 378,358 |
3.06 | Operating Expenses/Income | (140,820) | (323,453) | (84,930) | (195,286) |
3.06.01 | Selling Expenses | (55,556) | (153,344) | (35,162) | (87,504) |
3.06.02 | General and Administrative | (57,041) | (171,712) | (31,433) | (104,990) |
3.06.02.01 | Profit sharing | (8,415) | (16,602) | 2,882 | 0 |
3.06.02.02 | Stock option plan expenses | (2,749) | (15,062) | (6,673) | (16,550) |
3.06.02.03 | Other Administrative Expenses | (45,877) | (140,048) | (27,642) | (88,440) |
3.06.03 | Financial | (31,008) | (52,937) | 3,426 | 40,117 |
3.06.03.01 | Financial income | 33,104 | 106,399 | 19,474 | 64,389 |
3.06.03.02 | Financial Expenses | (64,112) | (159,336) | (16,048) | (24,272) |
3.06.04 | Other operating income | 52,600 | 157,800 | 0 | 0 |
3.06.04.01 | Gain on partial sale of Fit Residential negative goodwill amortize | 52,600 | 157,800 | 0 | 0 |
3.06.05 | Other operating expenses | (49,815) | (103,260) | (21,761) | (42,909) |
3.06.05.01 | Depreciation and Amortization | (9,784) | (24,166) | (11,402) | (29,606) |
16
09.01 CONSOLIDATED STATEMENT OF INCOME (in thousands of Brazilian Reais)
1 - CODE | 2 - DESCRIPTION | 3 -7/1/2009 to 9/30/2009 | 4 - 1/1/2009 to 9/30/2009 | 5 -7/1/2008 to 9/30/2008 | 6 - 1/1/2008 to 9/30/2008 |
3.06.05.02 | Other Operating expenses | (40,031) | (79,094) | (10,359) | (13,303) |
3.06.06 | Equity in results of investees | 0 | 0 | 0 | 0 |
3.07 | Total operating profit | 114,354 | 277,713 | 47,691 | 183,072 |
3.08 | Total non-operating (income) expenses, net | ||||
3.8.01 | Income | ||||
3.08.02 | Expenses | ||||
3.09 | Profit before taxes/profit sharing | 114,354 | 277,713 | 47,691 | 183,072 |
3.10 | Provision for income tax and social contribution | (4,828) | (15,659) | (5,379) | (13,639) |
3.11 | Deferred Income Tax | (23,142) | (49,245) | (12,537) | (36,817) |
3.12 | Statutory Profit Sharing/Contributions | (560) | (1,120) | 1,120 | 0 |
3.12.01 | Profit Sharing | (560) | (1,120) | 1,120 | 0 |
3.12.02 | Contributions | ||||
3.13 | Reversal of interest attributed to shareholders equity | ||||
3.14 | Minority interest | (22,107) | (53,471) | (16,425) | (35,540) |
3.15 | Net income for the Period | 63,717 | 158,218 | 14,470 | 97,076 |
NUMBER OF SHARES OUTSTANDING EXCLUDING TREASURY SHARES (in thousands) |
130,508 | 130,508 | 129,963 | 129,963 | |
EARNINGS PER SHARE (Reais) | 0.48822 | 1.21232 | 0.11134 | 0.74695 | |
LOSS PER SHARE (Reais) |
17
10.01 CONSOLIDATED STATEMENT OF CASH FLOW INDIRECT METHOD (in thousands of Brazilian Reais)
1 - CODE | 2 DESCRIPTION | 3 -7/1/2009 to 9/30/2009 | 4 - 1/1/2009 to 9/30/2009 | 5 -7/1/2008 to 9/30/2008 | 6 - 1/1/2008 to 9/30/2008 |
4.01 | Net cash from operating activities | (194,493) | (445,917) | (234,542) | (620,411) |
4.01.01 | Cash generated in the operations | 86,785 | 217,221 | 88,128 | 265,428 |
4.01.01.01 | Net Income for the year | 63,717 | 158,218 | 14,470 | 97,076 |
4.01.01.02 | Stock options expenses | 2,749 | 15,062 | 6,673 | 16,550 |
4.01.01.03 | Gain on sale of investments | (52,600) | (157,800) | 0 | 0 |
4.01.01.04 | Unrealized interest and finance charges, net | 39,719 | 123,347 | 43,781 | 86,114 |
4.01.01.05 | Deferred taxes | 23,142 | 49,245 | 11,802 | 36,082 |
4.01.01.06 | Depreciation and amortization | 12,894 | 30,190 | 9,633 | 30,253 |
4.01.01.07 | Amortization of negative goodwill | (3,107) | (6,021) | 1,769 | (647) |
4.01.01.08 | Disposal of fixed asset | 271 | 4,980 | 0 | 0 |
4.01.02 | Variation in Assets and Liabilities | (281,278) | (663,138) | (322,670) | (885,839) |
4.01.02.01 | Trade accounts receivable | (467,084) | (1,261,865) | (53,051) | (590,489) |
4.01.02.02 | Properties for sale | 27,494 | 266,545 | (117,656) | (517,440) |
4.01.02.03 | Other Receivables | (82,314) | 57,759 | (40,944) | (114,676) |
4.01.02.04 | Deferred selling expenses | 6,032 | 223 | (446) | 117 |
4.01.02.05 | Prepaid expenses | 8,576 | 8,889 | (8,331) | (11,668) |
4.01.02.06 | Obligations for purchase of real estate | 16,240 | (94,395) | 79,262 | 337,694 |
4.01.02.07 | Taxes, charges and contributions | 24,138 | 31,595 | 10,879 | 30,472 |
4.01.02.08 | Contingencies | 39,171 | 62,610 | 1,888 | 2,270 |
4.01.02.09 | Suppliers | 38,601 | 81,602 | (18,575) | 13,860 |
4.01.02.10 | Advances from customers | (10,231) | 76,637 | (147,810) | (38,631) |
4.01.02.11 | Payroll, profit sharing and related charges | (9,950) | 31,518 | (10,219) | (14,236) |
4.01.02.12 | Other accounts payable | 113,456 | 35,825 | (23,013) | (13,880) |
4.01.02.13 | Credit assignments, net | 14,593 | 39,919 | 5,346 | 30,768 |
4.01.03 | Others | 0 | 0 | 0 | 0 |
4.02 | Net cash from investments activities | (29,344) | (109,408) | (14,297) | (32,714) |
18
10.01 CONSOLIDATED STATEMENT OF CASH FLOW INDIRECT METHOD (in thousands of Brazilian Reais)
1 - CODE | 2 DESCRIPTION | 3 -7/1/2009 to 9/30/2009 | 4 - 1/1/2009 to 9/30/2009 | 5 -7/1/2008 to 9/30/2008 | 6 - 1/1/2008 to 9/30/2008 |
4.02.01 | Purchase of property and equipment and intangible assets | (19,120) | (34,999) | (14,297) | (32,714) |
4.02.02 | Restricted cash in guarantee to loans | (10,224) | (74,409) | 0 | 0 |
4.03 | Net cash from financing activities | 256,988 | 975,101 | 249,804 | 913,133 |
4.03.01 | Capital increase | 1,319 | 4,381 | 7,547 | 7,672 |
4.03.02 | Loans and financing obtained | 436,560 | 1,418,227 | 303,037 | 692,663 |
4.03.03 | Repayment of loans and financing | (187,307) | (567,655) | (61,322) | (102,695) |
4.03.04 | Assignment of credits receivable, net | 15,214 | 860 | 542 | 42,463 |
4.03.05 | Contributions from venture partners | 0 | 0 | 0 | 300,000 |
4.03.06 | Proceeds from subscription of redeemable equity interest in securitization fund |
(8,798) | 49,973 | 0 | 0 |
4.03.07 | Dividends paid - 2007 | 0 | 0 | 0 | (26,970) |
4.03.08 | CCI assignment of credits receivable | 0 | 69,315 | 0 | 0 |
4.04 | Foreign Exchange Variation on Cash and Cash Equivalents | 0 | 0 | 0 | 0 |
4.05 | Net increase (decrease) of Cash and Cash Equivalents | 33,151 | 419,776 | 965 | 260,008 |
4.05.01 | Cash at the beginning of the period | 915,199 | 528,574 | 776,463 | 517,420 |
4.05.02 | Cash at the end of the period | 948,350 | 948,350 | 777,428 | 777,428 |
19
11.01 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FROM 07/01/2009 TO 09/30/2009 (in thousands of Brazilian reais)
1 - CODE | 2 DESCRIPTION | 3 CAPITAL STOCK |
4 CAPITAL RESERVES |
5 - REVALUATION RESERVES |
6 - REVENUE RESERVES |
7 - RETAINED EARNINGS/ ACCUMULATED DEFICIT |
8 ADJUSTMENTS TO ASSETS VALUATION |
9 TOTAL SHAREHOLDERS EQUITY |
5.01 | Opening balance | 1,232,579 | 189,389 | 0 | 200,777 | 94,501 | 0 | 1,717,246 |
5.02 | Prior-years adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.03 | Adjusted balance | 1,232,579 | 189,389 | 0 | 200,777 | 94,501 | 0 | 1,717,246 |
5.04 | Net Income/Loss for the period | 0 | 0 | 0 | 0 | 63,717 | 0 | 63,717 |
5.05 | Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.01 | Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.02 | Interest on own capital | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.03 | Other Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.06 | Realization of revenue reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07 | Adjustments to assets valuation | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.01 | Securities adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.02 | Cumulative Translation adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.03 | Business Combination Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.08 | Increase/decrease in capital stock | 1,318 | 0 | 0 | 0 | 0 | 0 | 1,318 |
5.09 | Increase in capital reserves | 0 | 1,195 | 0 | 0 | 0 | 0 | 1,195 |
5.10 | Treasury Shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.11 | Other Capital Transactions | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.12 | Others | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.13 | Closing balance | 1,233,897 | 190,584 | 0 | 200,777 | 158,218 | 0 | 1,783,476 |
20
11.02 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FROM 01/01/2009 TO 09/30/2009 (in thousands of Brazilian reais)
1 - CODE | 2 DESCRIPTION | 3 CAPITAL STOCK | 4 CAPITALRESERVES | 5 - REVALUATION RESERVES | 6 - REVENUE RESERVES | 7 - RETAINED EARNINGS/ ACCUMULATED DEFICIT | 8 ADJUSTMENTS TO ASSETS VALUATION | 9 - TOTAL SHAREHOLDERS EQUITY |
5.01 | Opening balance | 1,229,517 | 182,125 | 0 | 200,777 | 0 | 0 | 1,612,419 |
5.02 | Prior-years adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.03 | Adjusted balance | 1,229,517 | 182,125 | 0 | 200,777 | 0 | 0 | 1,612,419 |
5.04 | Net Income/Loss for the period | 0 | 0 | 0 | 0 | 158,218 | 0 | 158,218 |
5.05 | Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.01 | Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.02 | Interest on own capital | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.03 | Other Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.06 | Realization of profit reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07 | Adjustments to assets valuation | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.01 | Securities adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.02 | Cumulative Translation adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.03 | Business Combination Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.08 | Increase/decrease in capital stock | 4,380 | 0 | 0 | 0 | 0 | 0 | 4,380 |
5.09 | Increase in capital reserves | 0 | 8,459 | 0 | 0 | 0 | 0 | 8,459 |
5.10 | Treasury Shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.11 | Other Capital Transactions | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.12 | Others | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.13 | Closing balance | 1,233,897 | 190,584 | 0 | 200,777 | 158,218 | 0 | 1,783,476 |
21
(A free translation of the original in Portuguese) | ||||
FEDERAL GOVERNMENT SERVICE | Unaudited | |||
BRAZILIAN SECURITIES COMMISSION (CVM) | ||||
QUARTERLY INFORMATION - ITR | Corporate Legislation | |||
TYPE OF COMPANY: COMMERCIAL, INDUSTRIAL AND OTHERS | Base Date - 09/30/2009 | |||
01610-1 GAFISA S/A | 01.545.826/0001-07 | |||
06.01 NOTES TO QUARTERLY INFORMATION | ||||
(In thousands of Brazilian reais, unless otherwise stated) |
1 Operations
Gafisa S.A. and its subsidiaries (collectively, the Company) started its operations in 1997, with the objectives of: (a) promoting and managing all forms of real estate ventures on its own behalf or for third parties; (b) purchasing, selling and negotiating real estate properties in general, including provision of financing to real estate clients; (c) carrying out civil construction and civil engineering services; (d) developing and implementing marketing strategies related to its own or third party real estate ventures; and (e) investing in other Brazilian or foreign companies which have similar objectives as the Company's.
The Company forms jointly-controlled ventures (Special Purpose Entities - SPEs) and participates in consortia and condominiums with third parties as means of meeting its objectives. The controlled entities share the structure and corporate, managerial and operating costs with the Company.
On September 1, 2008, the Company and Construtora Tenda S.A. ("Tenda") merged Tenda and Fit Residencial Empreendimentos Imobiliários Ltda., by means of a Merger Protocol and Justification. On October 3, 2008, this Merger Protocol and Justification was approved by Gafisas Board of Directors, as well as the first Amendment to the Protocol. Upon exchange of Fit Residencial quotas for Tenda shares, the Company received 240,391,470 common shares, representing 60% of total and voting capital of Tenda after the merger of Fit Residencial, in exchange for 76,757,357 quotas of Fit Residencial. The Tenda shares received by the Company in exchange for Fit Residencial quotas will have the same rights, attributed on the date of the merger of the shares by the Company, and will receive all benefits, including dividends and distributions of capital that may be declared by Tenda as from the merger approval date. On October 21, 2008, the merger of Fit Residencial into Tenda was approved at an Extraordinary Shareholders Meeting by the Companys shareholders (Note 8).
On February 27, 2009, Gafisa and Odebrecht Empreendimentos Imobiliários S.A. announced an agreement for the dissolution of the partnership in Bairro Novo Empreendimentos Imobiliários S.A., terminating the Shareholders Agreement then effective between the partners. Therefore Gafisa is no longer a partner in Bairro Novo Empreendimentos Imobiliários S.A. The real estate ventures that were being conducted together by the parties started to be carried out separately, Gafisa in charge of developing the Bairro Novo Cotia real estate venture, whereas Odebrecht Empreendimentos Imobiliários S.A. in charge of the other ventures of the dissolved partnership.
On June 29, 2009, Gafisa S.A. and Construtora Tenda S.A. entered into a Private Instrument for Assignment and Transfer of Quotas and Other Covenants, in which Gafisa assigns and transfers to Tenda 41,341,895 quotas of Cotia1 Empreendimento Imobiliário for the net book value of R$ 41,342 (Note 7).
Page: 1
On October 21, 2009 the Company informed that it intends to present to its shareholders by the end of 2009 a proposal for merging all shares of its subsidiary, which conditions are still being negotiated with the Independent Committee. If the merger is approved, Tenda will become a wholly-owned subsidiary of Gafisa (Note 21).
2 Presentation of the Quarterly Information
This quarterly information was approved by the Board of Directors in their meeting held on October 29, 2009.
(a) Basis of presentation
The quarterly information (ITR) was prepared in accordance with accounting practices adopted in Brazil as determined by the Brazilian Corporate Law (Corporate Law), the Accounting Standards Committee (CPC), the Federal Accounting Council (CFC), the IBRACON Institute of Independent Auditor of Brazil (IBRACON) and additional regulations and resolutions of the Brazilian Securities Commission (CVM). The Company and its subsidiaries opted for, as provided for by the CVM/SNC/SEP Circular Letter No. 02/2009, based on the attribute of comparability, disclosing the ITR for 2009, compared to the equal period ended September 30, 2008, adjusted according to the same practices effective in the current years quarter.
The effects of changes in the Brazilian GAAP on the parent companys and consolidated results of operations for the quarter and period ended September 30, 2008 are as follows:
Quarter | Accumulated | |||||||
Parent | Parent | |||||||
company | Consolidated | company | Consolidated | |||||
Net income as originally reported for the | ||||||||
period ended September 2008 | 37,970 | 37,970 | 139,781 | 139,781 | ||||
Adjustment to present value of assets | ||||||||
and liabilities | 6,528 | 5,911 | 8,161 | 4,418 | ||||
Stock option plans | (6,158) | (6,673) | (15,103) | (16,550) | ||||
Warranty provision | (807) | (1,667) | (2,422) | (3,494) | ||||
Depreciation of sales stands, facilities | ||||||||
model apartments and related | ||||||||
furnishings | (1,130) | (3,307) | (4,409) | (9,334) | ||||
Other | (3,823) | (10,732) | (1,612) | (9,727) | ||||
Equity in results | (18,110) | - | (27,320) | - | ||||
Minority interest | - | (7,032) | - | (8,018) | ||||
Net income adjusted for the period ended | ||||||||
September 30, 2008 | 14,470 | 14,470 | 97,076 | 97,076 | ||||
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The income tax and social contribution effects arising from the initial adoption of the Law No. 11,941/09 were recorded based on the pre-existing tax regulations.
Gafisa S.A. and its subsidiaries elections to follow the provisions of the Transitory Tax Regime (RTT), as provided for by Law No. 11,941/09, will be declared in the corporate income tax returns (DIPJ) for 2009.
(b) Use of estimates
The preparation of quarterly information requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the quarterly information and the reported amounts of revenues and expenses during the reporting period. The quarterly information includes estimates that are used to determine certain items, including, among others, the estimated costs of the ventures, allowance for doubtful accounts, warranty provision, provisions necessary for the non-recovery of assets, the provision for credits not recognized related to deferred tax, and the recognition of contingent liabilities. Actual results may differ from the estimates.
(c) Consolidation principles
The consolidated quarterly information includes the accounts of Gafisa S.A. and those of all of its subsidiaries (Note 8), with separate disclosure of the participation of minority shareholders. The proportional consolidation method is used for investments in jointly-controlled investees, which are all governed by shareholder agreements; as a consequence, assets, liabilities, revenues and costs are consolidated based on the proportion of the equity interest the Company holds in the capital of the investee.
All significant intercompany accounts and transactions are eliminated upon consolidation, including investments, current accounts, dividends receivable, income and expenses and unrealized results among consolidated companies, net of tax effects.
The accounting practices are uniformly and consistently adopted by all consolidated Companies.
Transactions and balances with related parties, shareholders and investees are disclosed in the respective notes.
The statement of changes in shareholders' equity reflects the changes in Gafisa S.A.'s parent company's books.
3 Significant Accounting Practices
The more significant accounting practices adopted in the preparation of the quarterly information are as follows:
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(a) Recognition of results
(i) Real estate development and sales
Revenues, as well as costs and expenses directly related to real estate development units sold and not yet finished, are recognized over the course of the construction period and the following procedures are adopted:
For completed units, the result is recognized when the sale is made, regardless of the receipt of the contractual amount, provided that the following conditions are met: (a) the result is determinable, that is, the collectibility of the sale price is reasonably assured or the amount that will not be collected can be estimated, and (b) the earnings process is virtually complete, that is, the Company is not obliged to perform significant activities after the sale to earn the profit. The collectibility of the sales price is demonstrated by the client's commitment to pay, which in turn is supported by initial and continuing investment.
In the sales of unfinished units, the following procedures and rules were observed:
.. The incurred cost (including the costs related to land) corresponding to the units sold is fully appropriated to the result.
.. The percentage of incurred cost (including costs related to land) is measured in relation to total estimated cost, and this percentage is applied on the revenues from units sold, determined in accordance with the terms established in the sales contracts, thus determining the amount of revenues and selling expenses to be recognized.
.. Any amount of revenues recognized that exceeds the amount received from clients is recorded as current or long-term assets. Any amount received in connection with the sale of units that exceeds the amount of revenues recognized is recorded as "Obligations for purchase of land and Advances from clients".
.. Interest and inflation-indexation charges on accounts receivable as from the time the client takes possession of the property, as well as the adjustment to present value of accounts receivable, are appropriated to the result from the development and sale of real estate using the accrual basis of accounting.
.. The financial charges on accounts payable for the acquisition of land and real estate credit operations during the construction period are appropriated to the cost incurred, and recognized in results upon the sale of the units of the venture to which they are directly related.
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The taxes on the difference between the revenues from real estate development and the accumulated revenues subject to tax are calculated and recognized when the difference in revenues is recognized.
The other income and expenses, including advertising and publicity, are appropriated to the results as they are incurred using the accrual basis of accounting.
(ii) Construction services
Revenues from real estate services consist primarily of amounts received in connection with construction management activities for third parties, technical management and management of real estate; revenues are recognized as services are rendered.
(iii) Revenues and costs related to barter transactions
As per CPC (O) No. 01, Real Estate Development Entities, for barter transactions of land in exchange for units, the value of land acquired by the Company is calculated based on the fair value of real estate units to be delivered, and recorded in inventories of Properties for sale against liabilities for Advances from clients, at the time the barter agreement is signed. Revenues, as well as costs incurred from barter transactions are appropriated to income over the course of construction period of the projects based on the financial measure of completion.
(b) Cash and cash equivalents
Consist primarily of bank certificates of deposit and investment funds, denominated in reais, having a ready market and original maturity of 90 days or less or in regard to which there are no penalties or other restrictions for early redemption, recognized at market value.
Investment funds in which the Company is the sole owner are fully consolidated.
(c) Receivables from clients
These are stated at cost plus accrued interest and indexation adjustments, net of adjustment to present value. The allowance for doubtful accounts, when necessary, is provided in an amount considered sufficient by management to meet expected losses.
The installments due are indexed based on the National Civil Construction Index (INCC) during the construction phase, and based on the General Market Prices Index (IGP-M) after delivery of the units.
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(d) Certificates of real estate receivables (CRIs)
The Company assigns receivables for the securitization and issuance of mortgage-backed securities ("CRI"). When this assignment does not involve right of recourse, it is recorded as a reduction of accounts receivable. When the transaction involves recourse against the Company, the accounts receivable sold is maintained on the balance sheet. The financial guarantees, when a participation is acquired (subordinated CRI) and maintained to secure the receivables that were assigned, are recorded in the balance sheet in Long-term receivables at fair value.
(e) Investment Fund of Receivables ("FIDC)
The Company consolidates Investment Funds of Receivables (FIDC) in which it holds subordinated quotas, subscribed and paid in by the Company in receivables.
Pursuant to CVM Instruction No. 408, the consolidation by the Company of FDIC arises from the evaluation of the underlying and economic reality of these investments, considering, among others: (a) whether the Company still have control over the assigned receivables, (b) whether it still retains any right in relation to assigned receivables, (c) whether it still bears the risks and responsibilities for the assigned receivables, and (d) whether the Company fundamentally or usually pledges guarantees to FIDC investors in relation to the expected receipts and interests, even informally.
When consolidating the FIDC in its financial statements, the Company discloses the receivables in the group of accounts of receivables from clients and the FIDC net worth is reflected in consolidated minority interests, the balance of subordinated quotas held by the Company being eliminated in this consolidation process.
The financial costs of these transactions are appropriated on pro rata basis in the adequate heading of financial expenses.
(f) Real estate credit certificate (CCI)
The Company carries out the assignment and/or securitization of receivables related to credits of statutory lien on completed real estate ventures. This securitization is carried out upon the issuance of the real estate credit certificate (CCI), which is assigned to financial institutions that grant credit.
(g) Properties for sale
Land is stated at cost of acquisition. Land is recorded only after the deed of property is registered. The Company also acquires land through barter transactions where, in exchange for the land acquired, it undertakes to deliver (a) real estate units under development or (b) part of the sales revenues originating from the sale of the real estate units. Land acquired through barter transaction is stated at fair value.
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Properties are stated at construction cost, which does not exceed the net realizable value. In the case of real estate developments in progress, the portion in inventories corresponds to the cost incurred for units that have not yet been sold. The cost comprises construction (materials, own or outsourced labor and other related items) and land, including financial charges appropriated to the development as incurred during the construction phase.
When the cost of construction of properties for sale exceeds the expected cash flow from sales, once completed or still under construction, an impairment charge is recognized in the period when the book value is considered no longer to be recoverable. This analysis is consistently applied to residential ventures targeted at the low, medium and high income markets, regardless of their geographic region or construction phase.
Properties for sale are reviewed to evaluate the recovery of the book value of each real estate development when events or changes in macroeconomic scenarios indicate that the book value may not be recoverable. If the book value of a real estate development is not recoverable, compared to its realizable value through expected cash flows, a provision is recorded.
The Company capitalizes interest on developments during the construction phase, arising from the National Housing System and other credit lines that are used for financing the construction of developments (limited to the corresponding financial expense amount).
(h) Deferred selling expenses
Brokerage expenditures are recorded in results following the same percentage-of-completion criteria adopted for the recognition of revenues. The charges related to sales commission of the buyer are not recognized as revenue or expense of the Company.
(i) Warranty provision
As per CPC (O) No. 01, Real Estate Development Entities, the Company and its subsidiaries presented at September 30 and June 30, 2009 a provision to cover expenditures for repairing construction defects covered during the warranty period, amounting to R$ 15,707 and R$ 14,452 (consolidated), respectively, except for the subsidiaries that operate with outsourced companies, which are the own guarantors of the constructions services provided. The warranty period is five years from the delivery of the unit.
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(j) Prepaid expenses
These are taken to income in the period to which they relate.
(k) Property and equipment
Recorded at cost. Depreciation is calculated on straight-line based on the estimated useful life of the assets, as follows: vehicles - 5 years; (ii) office equipment and other installations - 10 years; and (iii) sales stands, facilities, model apartments and related furnishings - 1 year.
As per CPC (O) No. 01, Real Estate Development Entities, expenditures incurred for the construction of sales stands, facilities, model apartments and related furnishings are capitalized as Property and equipment. Depreciation commences upon launch of the development and is recorded over the average term of one year and subject to periodical analysis of asset impairment.
(l) Intangible assets
Intangible assets relate to the acquisition and development of computer systems and software licenses, recorded at acquisition cost, and are amortized over a period of up to five years.
(m) Investments in subsidiaries and jointly-controlled investees
(i) Net equity value
If the Company holds more than half of the voting capital of another company, the latter is considered a subsidiary and is consolidated. In situations where shareholder agreements grant the other party veto rights affecting the Company's business decisions with regards to its subsidiary, such affiliates are considered to be jointly-controlled companies and are recorded on the equity method.
Cumulative movements after acquisitions are adjusted in cost of investment. Unrealized gains or transactions between Gafisa S.A. and its affiliates and subsidiary companies are eliminated in proportion to the Gafisa S.A.'s interest; unrealized losses are also eliminated, unless the transaction provides evidence of impairment of the asset transferred.
When the Company's interest in the losses of subsidiaries is equal to or higher than the amount invested, the Company recognizes the residual portion of the net capital deficiency since it assumes obligations to make payments on behalf of these companies or for advances for future capital increase.
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The accounting practices of acquired subsidiaries are aligned with those of the parent company, in order to ensure consistency with the practices adopted by the Company.
(ii) Goodwill and negative goodwill on the acquisition of investments
The Companys investments in subsidiaries include goodwill when the acquisition cost exceeds the book value of net tangible assets of the acquired subsidiary and negative goodwill when the acquisition cost is lower.
Up to December 31, 2008, the goodwill is amortized in accordance with the underlying economic basis which considers factors such as the land bank, the ability to generate results from developments launched and/or to be launched and other inherent factors. Pursuant to OCPC02, from January 1, 2009 goodwill is no longer amortized in results for the period.
The Company annually evaluates at the balance sheet date whether there are any indications of permanent loss and potential adjustments to measure the residual portion not amortized of recorded goodwill, and records an impairment provision, if required, to adjust the carrying value of goodwill to recoverable amounts or to realizable values. If the book value exceeds the recoverable amount, the amount thereof is reduced.
Goodwill that cannot be justified economically is immediately charged to results for the year.
Negative goodwill that is justified economically is appropriated to results at the extent the assets which originated it are realized. Negative goodwill that is not justified economically is recognized in results only upon disposal of the investment.
(n) Obligations for purchase of land and advances from clients (barter transactions)
These are contractual obligations established for purchases of land in inventory (Property for sale) which are stated at amortized cost plus interest and charges proportional to the period (pro rata basis), when applicable, net of adjustment to present value.
The obligations related to barter transactions of land in exchange for real estate units are stated at fair value, as Advances from clients.
(o) Selling expenses
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Selling expenses include advertising, promotion, brokerage fees and similar expenses, appropriated to results when incurred.
(p) Taxes on income
Taxes on income in Brazil comprise Federal income tax (25%) and social contribution (9%), as recorded in the statutory accounting records, for entities on the taxable profit regime, for which the composite statutory rate is 34%. Deferred taxes are provided on all temporary tax differences.
As permitted by tax legislation, certain subsidiaries and jointly-controlled companies, the annual billings of which were lower than a specified amount, opted for the presumed profit regime. For these companies, the income tax basis is calculated at the rate of 8% on gross revenues plus financial income and for the social contribution basis at 12% on gross revenues plus financial income, upon which the income tax and social contribution rates, 25% and 9%, respectively, are applied.
The deferred tax assets are recognized to the extent that future taxable income is expected to be available to be used to offset temporary differences based on the budgeted future results prepared based on internal assumptions. New circumstances and economic scenarios may change the estimates.
Deferred tax assets arising from net operating losses have no expiration dates, though offset is restricted to 30% of annual taxable income. Taxable entities on the presumed profit regime cannot offset prior year losses against tax payable.
In the event realization of deferred tax assets is not considered to be probable, no amount is recorded (Note 15).
(q) Other current and long-term liabilities
These liabilities are stated on the accrual basis at their known or estimated amounts, plus, when applicable, the corresponding indexation charges and foreign exchange gains and losses.
The liability for future compensation of employee vacations earned is fully accrued.
Gafisa S.A. and its subsidiaries do not offer private pension plans or retirement plan or other post-employment benefits to employees.
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(r) Stock option plans
As approved by its Board of Directors, the Company offers to its selected executives share-based compensation plans ("Stock Options").
CPC No. 10, Share-based Compensation, requires that the options, calculated at the grant date, be recognized as an expense against shareholders' equity, at the extent service is rendered.
The fair value of services received from the plan participants, in exchange for options, is determined in relation to the fair value of shares, on the grant date of each plan. and recognized as expense through the vesting date.
(s) Profit sharing program for employees and officers
The Company provides for the distribution of profit sharing benefits and bonuses to employees recognized in results in General and administrative expenses.
Additionally, the Company's bylaws establish the distribution of profit sharing to executive officers (in an amount that does not exceed the lower of (i) their annual compensation or (ii) 10% of the Company's net income).
The bonus systems operate on a three-tier performance-based structure in which the corporate efficiency targets as approved by the Board of Directors must first be achieved, followed by targets for the business units and finally individual performance targets.
(t) Present value adjustment
In conformity with CPC No. 12, "Adjustment to Present Value", the assets and liabilities arising from long-term transactions were adjusted to present value.
As specified by CPC (O) No. 01, "Real Estate Development Entities", for inflation-indexed receivables arising from installment sales of unfinished units, the receivables formed prior to delivery of the units which does not accrue interest, were discounted to present value. The reversal of the adjustment to present value, considering that an important part of the Companys activities is to finance its customers, was made as a contra-entry to the real estate development revenue group itself, consistent with the interest accrued on the portion of accounts receivable related to the after the keys period.
The financial charges of funds used in the construction and finance of real estate ventures shall be capitalized. As interest from funds used to finance the acquisition of land for development and construction is capitalized, the accretion of the present value adjustment arising from the obligation is recorded in Real estate development operating costs or against inventories of Properties for sale, as the case may be, until the construction phase of the venture is completed.
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Accordingly, certain asset and liability items are adjusted to present value based on discount rates that reflect management's best estimate of the value of money over time and the specific risks of the asset and the liability.
(u) Cross-currency interest rate swap and derivative transactions
The Company has derivative instruments for the purposes of mitigating the risk of its exposure to the volatility of currencies, indices and interest rates, recognized at fair value directly in income. In accordance with its treasury policies, the Company does not acquire or issue derivative financial instruments for speculative purposes.
(v) Financial liabilities recorded at fair value
Pursuant to CPC No. 14, "Financial Instruments: Recognition, Measurement and
Evidence", financial instruments are classified among four categories: (i) financial assets or liabilities measured at fair value through income, (ii) held to maturity, (iii) loans and receivables, and (iv) available for sale. The classification depends upon the purpose for which the financial assets and liabilities were acquired. Management classifies its financial assets and liabilities when initially recognized. At September 30, 2009, the Company has financial assets and liabilities that fit into the categories (i) and (iii).
At September 30 and June 30, the Company recorded certain loans denominated in foreign currency as financial liabilities at fair value through income. These transactions are directly linked to the cross-currency interest rate swaps and are recognized at fair value. Changes in the fair value of financial liabilities are directly recognized in results.
(w) Impairment of financial assets
At each balance sheet date, or when events or changes in circumstances indicate that the carrying value of an asset or group of assets may not be recoverable, the Company evaluates whether there are any indications of impairment of a financial asset or group of financial assets in relation to the market value, and its ability to generate positive cash flows to support its realization. A financial asset or group of financial assets is considered impaired when there is objective evidence of a decrease in recoverable value as a result of one or more events that occurred after the initial recognition of the asset, which impact estimated future cash flows.
(x) Debenture and share issuance expenses
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As per CPC No. 08, "Transaction Costs and Premiums on Issuance of Securities", share issuance expenses are accounted for as a direct reduction of capital raised. In addition, transaction costs and premiums on issuance of debt securities are amortized over the terms of the security and the balance is presented net of issuance expenses.
(y) Earnings per share
Earnings per share are calculated based on the number of shares outstanding at the balance sheet date, net of treasury shares.
4 Cash, Cash Equivalents and Financial Investments
Parent company | Consolidated | |||||||
9/30/2009 | 6/30/2009 | 9/30/2009 | 6/30/2009 | |||||
Cash and cash equivalents | ||||||||
Cash and banks | 54,690 | 22,278 | 215,133 | 129,543 | ||||
Cash equivalents | ||||||||
Investment funds | 118,819 | 1,410 | 161,125 | 18,015 | ||||
Securities purchased under agreement to resell | 17,725 | 77,978 | 81,601 | 13,111 | ||||
Bank Certificates of Deposits CDBs | 47,941 | 43,240 | 490,491 | 754,530 | ||||
Total cash and cash equivalents | 239,175 | 144,906 | 948,350 | 915,199 | ||||
Restricted cash in guarantee of loans | 88,423 | 87,055 | 151,337 | 141,113 | ||||
Total financial investments | 272,908 | 209,683 | 884,554 | 926,769 | ||||
Total cash, cash equivalents and financial investments | 327,598 | 231,961 | 1,099,687 | 1,056,312 | ||||
At September 30, 2009, Bank Deposit Certificates CDBs include earned interest from 95% to 104% (June 30, 2009 - 94% to 107%) of Interbank Deposit Certificate CDI, invested in first class financial institutions.
At September 30 and June 30, 2009 the amount related to investment funds is recorded at market value. Pursuant to CVM Instruction No. 408/04, financial investments in investment funds in which the Company has an exclusive interest are consolidated.
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5 Receivables from clients
Parent company | Consolidated | |||||||
9/30/2009 | 6/30/2009 | 9/30/2009 | 6/30/2009 | |||||
Real estate development and sales | 1,372,496 | 1,187,019 | 3,369,569 | 2,913,905 | ||||
(-) Adjustment to present value | (27,159) | (20,333) | (79,942) | (68,139) | ||||
Services and construction | 78,313 | 59,942 | 79,511 | 60,164 | ||||
Other receivables | 26,589 | 22,756 | 11,272 | 7,396 | ||||
Total net of adjustment to present value | 1,450,239 | 1,249,384 | 3,380,410 | 2,913,326 | ||||
Current | 749,676 | 482,092 | 1,718,110 | 989,326 | ||||
Non-current | 700,563 | 767,292 | 1,662,300 | 1,924,000 |
The balance of accounts receivable from units sold and not yet delivered is limited to the portion of revenues accounted for net of the amounts already received.
The balances of advances from clients (development and services), which exceed the revenues recorded in the period, amount to R$ 128,384 in consolidated at September 30, 2009 (June 30, 2009 - R$ 123,592), and are classified in Obligations for purchase of land and advances from clients.
Accounts receivable from completed real estate units delivered are in general subject to annual interest of 12%, the financial income being recorded in income as "Revenue from real estate development "; the interest recognized for the periods and quarters ended September 30, 2009 and 2008 totaled R$26,060 and R$ 16,841, and R$ 6,529 and R$ 7,449 (parent company), and R$ 38,915 and R$ 32,105, and R$ 10,925 and R$ 12,948 (consolidated), respectively.
The allowance for doubtful accounts for Tenda totaled R$ 18,815 (consolidated) at September 30, 2009 and June 30, 2009, and is considered sufficient by the Company's management to cover future losses on the realization of accounts receivable of this subsidiary.
An allowance for doubtful accounts is not considered necessary, except for Tenda, since the history of losses on accounts receivable is insignificant. The Company's evaluation of the risk of loss takes into account that these credits refer mostly to developments under construction, where the transfer of the property deed only takes place after the settlement and/or negotiation of the client receivables.
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The total reversal value of the adjustment to present value recognized in the real estate development revenue for the periods and quarters ended September 30, 2009 and 2008 amounted to R$ (2,529) and R$ 5,491, and R$ (3,508) and R$ (2,138) (parent company), and R$ (16,904) and R$ (8,337), and R$ (7,134) and R$ (6,450) (consolidated), respectively.
On March 31, 2009, the Company carried out a FIDC transaction, which consists of an assignment of a portfolio comprising select residential and commercial real estate receivables arising from Gafisa and its subsidiaries. This portfolio was assigned and transferred to Gafisa FIDC which issued Senior and Subordinated quotas. This first issuance of senior quotas was made through an offering restricted to qualified investors. Subordinated quotas were subscribed exclusively by Gafisa. Gafisa FDIC acquired the portfolio of receivables at a discount rate equivalent to the interest rate of finance contracts.
Gafisa was hired by Gafisa FDIC and will be remunerated for performing, among other duties, the conciliation of the receipt of receivables owned by the fund and the collection of past due receivables. The transaction structure provides for the substitution of Gafisa as collection agent in case of non-fulfillment of the responsibilities described in the collection service contract.
The Company assigned its receivables portfolio amounting to R$ 119,622 to Gafisa FIDC in exchange for cash, at the transfer date, discounted to present value, for R$ 88,664. The following two quota types were issued: Senior and Subordinated. The subordinated quotas were exclusively subscribed by Gafisa S.A., representing approximately 21% of the amount issued, totaling R$ 18,958 (present value) (Note 8). At September 30, 2009, it totaled R$ 14,041 (R$ 16,865 at June 30, 2009). Senior and Subordinated quota receivables are indexed by IGP-M and incur interest at 12% per year.
The Company consolidated Gafisa FIDC in its financial statements, accordingly, it discloses at September 30, 2009 receivables amounting to R$ 64,014 (R$ 76,835 at June 30, 2009) in the group of accounts of receivables from clients, and R$ 49,973 (R$ 58,771 at June 30, 2009) is reflected in consolidated minority interests, the balance of subordinated quotas held by the Company being eliminated in this consolidation process.
On June 26, 2009, the Company carried out a CCI transaction, which consists of an assignment of a portfolio comprising select residential real estate credits from Gafisa and its subsidiaries. The Company assigned its receivables portfolio amounting to R$ 89,102 in exchange for cash, at the transfer date, discounted to present value, of R$ 69,315, classified into the heading "Other Creditors - Credit Assignment".
8 book CCIs were issued, amounting to R$69,315 at the date of issue. These 8 CCIs are backed by Receivables which installments fall due on and up to June 26, 2014 (CCI-Investor).
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CCI-Investor, pursuant to Article 125 of the Civil Code, have general guarantee represented by statutory lien on real estate units, as soon as the suspensive condition included in the registration takes place, in the record of the respective real estate units, (i) of the assignment of Receivables from the Assignors to SPEs, as provided for in Article 167, item II, (21) of Law No. 6,015, of December 31, 1973; and (ii) of the issue of CCI Investor by SPEs, as provided for in Article 18, paragraph 5 of Law No. 10,931/04.
Gafisa was hired and will be remunerated for performing, among other duties, the conciliation of the receipt of receivables, guarantee the CCIs, and the collection of past due receivables. The transaction structure provides for the substitution of Gafisa as collection agent in case of non-fulfillment of the responsibilities described in the collection service contract.
6 Properties for sale
Parent company | Consolidated | |||||||
9/30/2009 | 6/30/2009 | 9/30/2009 | 6/30/2009 | |||||
Land | 407,265 | 352,042 | 767,990 | 731,138 | ||||
Property under construction | 343,914 | 407,470 | 827,042 | 896,900 | ||||
Completed units | 48,030 | 41,456 | 148,507 | 145,263 | ||||
Adjustment to present value | 27,147 | 23,615 | 18,893 | 16,624 | ||||
Total, net of adjustment to present value | 826,356 | 824,583 | 1,762,432 | 1,789,925 | ||||
Current portion | 636,757 | 598,103 | 1,376,236 | 1,250,203 | ||||
Non-current portion | 189,599 | 226,480 | 386,275 | 539,722 |
The Company has undertaken commitments to build units bartered for land, accounted for based on the fair value of the bartered units. At September 30 and June 30, 2009, the balance of land acquired through barter transactions totaled R$ 36,827 and R$ 48,091 (parent company) and R$ 51,206 and R$ 99,777 (consolidated).
As mentioned in Note 9, the balance of financial charges at September 30 and June 30, 2009 amounts to R$ 74,344 and R$ 76,987 (parent company) and R$ 96,511 and R$ 97,238 (consolidated).
The adjustment to present value in the property for sales balance refers to the portion of the contra-entry to the adjustment to present value of Obligations for purchase of land without effect on results (Note 13).
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7 Other accounts receivable
Parent Company | Consolidated | |||||||
09/30/2009 | 06/30/2009 | 09/30/2009 | 06/30/2009 | |||||
Current accounts related to real estated ventures(*) | 89,538 | 111,491 | 8,249 | 11,620 | ||||
Advances to suppliers | 3,682 | 2,992 | 49,519 | 42,571 | ||||
Credit assignment receivables | 4,093 | 4,093 | 4,087 | 4,087 | ||||
Client financing to be released | 4,392 | 4,392 | 5,266 | 4,700 | ||||
Deferred PIS and COFINS | - | 6,416 | 2,773 | 10,264 | ||||
Recoverable taxes | 11,342 | 9,424 | 32,888 | 26,460 | ||||
Advances for future capital increase | 54,350 | 48,035 | - | - | ||||
Loan | 15,298 | 13,583 | - | - | ||||
Other | 9,949 | 9,705 | 40,591 | 10,762 | ||||
192,644 | 210,131 | 143,373 | 110,464 | |||||
Current portion | 177,345 | 189,515 | 93,722 | 78,141 | ||||
Non current portion | 15,299 | 20,616 | 49,651 | 32,323 |
(*) The Company participates in the development of real estate ventures with other partners, directly or through related parties, based on the constitution of condominiums and/or consortia. The management structure of these enterprises and the cash management are centralized in the lead partner of the enterprise, which manages the construction schedule and budgets. Thus, the lead partner ensures that the investments of the necessary funds are made and allocated as planned. The sources and use of resources of the venture are reflected in these balances, observing the respective participation percentage, which are not subject to indexation or financial charges and do not have a predetermined maturity date. The average term for the development and completion of the projects in which the resources are invested is between 24 and 30 months.
As mentioned in Note 1, on June 29, 2009, Gafisa S.A. and Construtora Tenda S.A. entered into a Private Instrument for Assignment and Transfer of Quotas and Other Covenants, in which Gafisa assigns and transfers to Tenda 41,341,895 quotas of Cotia1 Empreendimento Imobiliário for the net book value of R$ 41,342 (recognized in the heading Current accounts related to real estate venture), payable in 36 monthly installments from March 2010 to March 2013. The value of each installment will be added by interests at 0.6821% per month, and monetary adjustment equivalent to the positive variation of IGPM. 8 Investments in subsidiaries In January 2007, upon the acquisition of 60% of AUSA, arising from the merger of Catalufa Participações Ltda., a capital increase of R$ 134,029 was approved upon the issuance for public subscription of 6,358,116 common shares. This transaction generated goodwill of R$ 170,941 recorded based on expected future profitability, which is being amortized exponentially and progressively up to December 31, 2008 to match the estimated profit before taxes of AUSA on accrual basis of accounting. From January 1, 2009, the goodwill from the acquisition of AUSA is no longer amortized according to the new accounting practices; however, it will be evaluated, at least annually, in a context of evaluation of recoverable value and potential losses. The Company has a commitment to purchase the remaining 40% of AUSA's capital stock based on the fair value of AUSA, evaluated at the future acquisition dates, the purchase consideration for which cannot yet be calculated and, consequently, is not recognized. The contract for acquisition provides that the Company undertakes to purchase the remaining 40% of AUSA in the following five years (20% in January 2010 and 20% in January 2012) for settlement in cash or shares, at the Company's sole discretion. |
Page: 17 |
On October 26, 2007, the Company acquired 70% of Cipesa and Gafisa S.A. and Cipesa incorporated a new company, Cipesa Empreendimentos Imobiliários Ltda. ("Nova Cipesa"), in which the Company holds a 70% interest and Cipesa has 30%. Gafisa S.A. made a contribution in Nova Cipesa of R$ 50,000 in cash and acquired the shares which Cipesa held in Nova Cipesa amounting to R$ 15,000, paid on October 26, 2008. Cipesa is entitled to receive from the Company a variable portion corresponding to 2% of the Total Sales Value (VGV), as defined, of the projects launched by Nova Cipesa through 2014, not to exceed R$ 25,000. Accordingly, the Companys purchase consideration totaled R$ 90,000 and goodwill amounting to R$ 40,686 was recorded, based on expected future profitability. From January 1, 2009, according to the new accounting practices, the goodwill from the acquisition of Nova Cipesa will be evaluated, at least annually, in a context of evaluation of recoverable value and potential losses.
In November 2007, the Company acquired for R$ 40,000 the remaining interest in certain ventures with Redevco do Brasil Ltda. ("Redevco"). As a result of this transaction, the Company recognized negative goodwill of R$ 31,235, based on expected future profitability, which is being amortized exponentially and progressively up to September 30, 2009, based on the estimated profit before taxes on net income of these SPEs. In the period ended September 30, 2009, the Company amortized negative goodwill amounting to R$ 7,008 arising from the acquisition of these SPEs (September 30, 2008 R$ 7,423).
As mentioned in Note 1, on October 21, 2008, as part of the acquisition of its interest in Tenda, the Company contributed the net assets of Fit Residencial amounting to R$ 411,241, acquiring 60% of the shareholders' equity of Tenda, which at that date presented shareholders' equity book value of R$ 1,036,072, with an investment of R$ 621,643. The sale of the 40% quotas of Fit Residencial to Tenda shareholders in exchange for the Tenda shares generated negative goodwill of R$ 210,402, which is based on expected future results, reflecting the gain on the sale of the interest in Fit Residencial (gain on the exchange of shares). This negative goodwill is being amortized over the average construction period (through delivery of the units) of the real estate ventures of Fit Residencial at October 21, 2008. In the period ended September 30, 2009, the Company amortized R$ 157,800 of gain on partial sale of Fit Residencial.
Page: 18
(a) Ownership interests
(i) Information on investees
Interest - % | Shareholders equity | Net income (loss) | ||||||||||
Investees | Sep/09 | Jun/09 | Sep/09 | Jun/09 | Sep/09 | Sep/08 | ||||||
Tenda | 60.00 | 60.00 | 1,121,372 | 1,101,190 | 55,711 | - | ||||||
Fit Residencial | - | - | - | - | - | (5,892) | ||||||
Bairro Novo | - | - | - | - | - | (13,338) | ||||||
AUSA | 60.00 | 60.00 | 89,346 | 72,411 | 19,359 | 41,691 | ||||||
Cipesa Holding | 70.00 | 70.00 | 42,518 | 42,895 | (992) | (1,047) | ||||||
Península SPE1 S.A. | 50.00 | 50.00 | (4,698) | (4,480) | (3,009) | 858 | ||||||
Península SPE2 S.A. | 50.00 | 50.00 | 180 | 83 | 82 | 879 | ||||||
Res. das Palmeiras SPE Ltda. | 100.00 | 100.00 | 2,296 | 2,211 | 6 | 169 | ||||||
Gafisa SPE 27 Ltda | 100.00 | 100.00 | 13,561 | 13,949 | (1,331) | - | ||||||
Gafisa SPE 28 Ltda | 100.00 | 100.00 | (3,388) | (3,572) | (1,683) | - | ||||||
Gafisa SPE 30 Ltda | 100.00 | 100.00 | 17,816 | 18,089 | (747) | - | ||||||
Gafisa SPE 31 Ltda | 100.00 | 100.00 | 26,880 | 26,804 | (553) | - | ||||||
Gafisa SPE 35 Ltda | 100.00 | 100.00 | 5,334 | 6,558 | (1,334) | - | ||||||
Gafisa SPE 36 Ltda | 100.00 | 100.00 | 3,841 | 4,138 | (1,454) | - | ||||||
Gafisa SPE 37 Ltda | 100.00 | 100.00 | 3,760 | 3,504 | (400) | - | ||||||
Gafisa SPE 38 Ltda | 100.00 | 100.00 | 7,421 | 6,874 | 595 | - | ||||||
Gafisa SPE 39 Ltda | 100.00 | 100.00 | 7,658 | 7,142 | 1,314 | - | ||||||
Gafisa SPE 41 Ltda | 100.00 | 100.00 | 29,298 | 28,706 | (5,178) | - | ||||||
Villagio Trust | 50.00 | 50.00 | 4,239 | 4,164 | (616) | - | ||||||
Gafisa SPE 40 Ltda. | 50.00 | 50.00 | 5,789 | 5,416 | 237 | 1,535 | ||||||
Gafisa SPE 42 Ltda. | 100.00 | 50.00 | 12,358 | 15,145 | 2,357 | 6,990 | ||||||
Gafisa SPE 44 Ltda. | 40.00 | 40.00 | 3,590 | (478) | (150) | (157) | ||||||
Gafisa SPE 45 Ltda. | 100.00 | 100.00 | 453 | (151) | (1,570) | (4,078) | ||||||
Gafisa SPE 46 Ltda. | 60.00 | 60.00 | 5,946 | 7,479 | (1,713) | 3,605 | ||||||
Gafisa SPE 47 Ltda. | 80.00 | 80.00 | 16,673 | 12,987 | (255) | (181) | ||||||
Gafisa SPE 48 Ltda. | 100.00 | 100.00 | - | - | 1,674 | 3,745 | ||||||
Gafisa SPE 49 Ltda. | 100.00 | 100.00 | 206 | 206 | (3) | (11) | ||||||
Gafisa SPE 53 Ltda. | 80.00 | 80.00 | 4,839 | 3,771 | 1,847 | 2,449 | ||||||
Gafisa SPE 55 Ltda. | 100.00 | 100.00 | - | - | 2,776 | (2,830) | ||||||
Gafisa SPE 65 Ltda. | 80.00 | 80.00 | 3,452 | 2,987 | 605 | (346) | ||||||
Gafisa SPE 68 Ltda. | 100.00 | 100.00 | - | - | (92) | (1) | ||||||
Gafisa SPE 72 Ltda. | 80.00 | 80.00 | 1,189 | 902 | (238) | (31) | ||||||
Gafisa SPE 73 Ltda. | 80.00 | 80.00 | 3,556 | 2,922 | (52) | (203) | ||||||
Gafisa SPE 74 Ltda. | 100.00 | 100.00 | (342) | (341) | (13) | (245) | ||||||
Gafisa SPE 59 Ltda. | 100.00 | 100.00 | (5) | (3) | (3) | - | ||||||
Gafisa SPE 76 Ltda. | 50.00 | 50.00 | 84 | - | (1) | (1) | ||||||
Gafisa SPE 78 Ltda. | 100.00 | 100.00 | - | - | - | (1) | ||||||
Gafisa SPE 79 Ltda. | 100.00 | 100.00 | (2) | (2) | (2) | (1) | ||||||
Gafisa SPE 75 Ltda. | 100.00 | 100.00 | (72) | (44) | (45) | - | ||||||
Gafisa SPE 80 Ltda. | 100.00 | 100.00 | (2) | (1) | (2) | (1) | ||||||
Gafisa SPE-85 Empr. Imob. | 80.00 | 80.00 | 5,609 | 3,756 | 3,304 | - |
Page: 19
Interest - % | Shareholders equity | Net income (loss) | ||||||||||
Investees | Sep/09 | Jun/09 | Sep/09 | Jun/09 | Sep/09 | Sep/08 | ||||||
Gafisa SPE-86 Ltda. | - | 50.00 | - | 740 | (228) | - | ||||||
Gafisa SPE-81 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-82 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-83 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-87 Ltda. | 100.00 | 100.00 | 201 | 1 | - | - | ||||||
Gafisa SPE-88 Ltda. | 100.00 | 100.00 | 5,660 | 1,794 | 3,865 | - | ||||||
Gafisa SPE-89 Ltda. | 100.00 | 100.00 | 34,151 | 19,860 | 6,316 | - | ||||||
Gafisa SPE-90 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-84 Ltda. | 100.00 | 100.00 | 10,477 | 1 | 2,871 | - | ||||||
Dv Bv SPE S.A. | 50.00 | 50.00 | 464 | 459 | 903 | 889 | ||||||
DV SPE S.A. | 50.00 | 50.00 | 1,871 | 1,730 | 939 | (172) | ||||||
Gafisa SPE 22 Ltda. | 100.00 | 100.00 | 5,934 | 5,972 | 488 | 1,151 | ||||||
Gafisa SPE 29 Ltda. | 70.00 | 70.00 | (210) | 114 | (317) | 345 | ||||||
Gafisa SPE 32 Ltda. | 80.00 | 80.00 | 4,903 | 351 | 584 | (185) | ||||||
Gafisa SPE 69 Ltda. | 100.00 | 100.00 | 1,893 | 1,917 | (247) | (4) | ||||||
Gafisa SPE 70 Ltda. | 55.00 | 55.00 | 12,685 | 12,686 | (63) | (1) | ||||||
Gafisa SPE 71 Ltda. | 80.00 | 80.00 | 2,765 | 1,932 | 1,776 | (747) | ||||||
Gafisa SPE 50 Ltda. | 80.00 | 80.00 | 10,359 | 9,755 | 3,354 | 1,367 | ||||||
Gafisa SPE 51 Ltda. | 95.00 | 95.00 | - | - | 8,096 | 6,112 | ||||||
Gafisa SPE 61 Ltda. | 100.00 | 100.00 | (18) | (17) | (3) | (14) | ||||||
Tiner Empr. e Part. Ltda. | 45.00 | 45.00 | 15,629 | 23,007 | (893) | 11,761 | ||||||
O Bosque Empr. Imob. Ltda. | 60.00 | 60.00 | 8,761 | 8,892 | (811) | - | ||||||
Alta Vistta | 50.00 | 50.00 | (2,452) | 4,381 | (5,881) | 2,535 | ||||||
Dep. José Lages | 50.00 | 50.00 | 651 | 577 | 767 | 161 | ||||||
Sitio Jatiuca | 50.00 | 50.00 | 9,088 | 5,255 | 7,829 | 2,517 | ||||||
Spazio Natura | 50.00 | 50.00 | 1,400 | 1,400 | (1) | (20) | ||||||
Parque Águas | 50.00 | 50.00 | (190) | (724) | 438 | (1,214) | ||||||
Parque Arvores | 50.00 | 50.00 | 363 | (987) | 1,266 | (1,081) | ||||||
Dubai Residencial | 50.00 | 50.00 | 8,017 | 6,428 | 683 | (229) | ||||||
Cara de Cão | 65.00 | 65.00 | - | - | - | - | ||||||
Costa Maggiore | 50.00 | 50.00 | 3,302 | 2,994 | 1,374 | 3,430 | ||||||
Gafisa SPE-91 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-92 Ltda. | 100.00 | 100.00 | (107) | (83) | (108) | - | ||||||
Gafisa SPE-93 Ltda. | 100.00 | 100.00 | (26) | 1 | (27) | - | ||||||
Gafisa SPE-94 Ltda. | 100.00 | 100.00 | (1) | 1 | (2) | - | ||||||
Gafisa SPE-95 Ltda. | 100.00 | 100.00 | (3) | 1 | (4) | - | ||||||
Gafisa SPE-96 Ltda. | 100.00 | 100.00 | (63) | 1 | (64) | - | ||||||
Gafisa SPE-97 Ltda. | 100.00 | 100.00 | 2 | 1 | 1 | - | ||||||
Gafisa SPE-98 Ltda. | 100.00 | 100.00 | (38) | 1 | (39) | - | ||||||
Gafisa SPE-99 Ltda. | 100.00 | 100.00 | (25) | 1 | (26) | - | ||||||
Gafisa SPE-100 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-101 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-102 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-103 Ltda. | 100.00 | 100.00 | (43) | 1 | (44) | - | ||||||
Gafisa SPE-104 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-105 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-106 Ltda. | 100.00 | - | 1 | - | - | - | ||||||
Gafisa SPE-107 Ltda. | 100.00 | - | 1 | - | - | - | ||||||
Gafisa SPE-108 Ltda. | 100.00 | - | 1 | - | - | - | ||||||
Gafisa SPE-109 Ltda. | 100.00 | - | 1 | - | - | - | ||||||
Gafisa SPE-110 Ltda. | 100.00 | - | 1 | - | - | - | ||||||
Gafisa SPE-111 Ltda. | 100.00 | - | 1 | - | - | - | ||||||
Gafisa SPE-112 Ltda. | 100.00 | - | 1 | - | - | - | ||||||
Gafisa SPE-113 Ltda. | 100.00 | - | 1 | - | - | - | ||||||
City Park Brotas Emp. Imob. Ltda | 50.00 | - | 846 | - | 826 | - | ||||||
City Park Acupe Emp. Imob. Ltda | 50.00 | - | 1,309 | - | 809 | - | ||||||
Gafisa FIDC | 100.00 | 100.00 | 14,041 | 18,074 | - | - |
Page: 20
(ii) Recorded balances
Interest - % | Investments | Equity in earnings (losses) | ||||||||||
Investees | Sep/09 | Jun/09 | Sep/09 | Jun/09 | Sep/09 | Sep/08 | ||||||
Tenda | 60.00 | 60.00 | 672,824 | 660,632 | 35,577 | - | ||||||
Fit Residencial | - | - | - | - | - | (5,892) | ||||||
Bairro Novo | - | - | - | - | 136 | (6,669) | ||||||
AUSA | 60.00 | 60.00 | 53,607 | 43,447 | 12,081 | 25,015 | ||||||
Cipesa Holding | 70.00 | 70.00 | 42,518 | 42,895 | (992) | (1,047) | ||||||
768,949 | 746,974 | 46,802 | 11,407 | |||||||||
Península SPE1 S.A. | 50.00 | 50.00 | (2,349) | (2,240) | (1,505) | 429 | ||||||
Península SPE2 S.A. | 50.00 | 50.00 | 90 | 42 | 41 | 440 | ||||||
Res. das Palmeiras SPE Ltda. | 100.00 | 100.00 | 2,296 | 2,211 | 6 | (169) | ||||||
Gafisa SPE 27 Ltda | 100.00 | 100.00 | 13,561 | 13,949 | (1,331) | - | ||||||
Gafisa SPE 28 Ltda | 100.00 | 100.00 | (3,388) | (3,572) | (1,683) | - | ||||||
Gafisa SPE 30 Ltda | 100.00 | 100.00 | 17,816 | 18,089 | (747) | - | ||||||
Gafisa SPE 31 Ltda | 100.00 | 100.00 | 26,880 | 26,804 | (553) | - | ||||||
Gafisa SPE 35 Ltda | 100.00 | 100.00 | 5,334 | 6,558 | (1,334) | - | ||||||
Gafisa SPE 36 Ltda | 100.00 | 100.00 | 3,841 | 4,138 | (1,454) | - | ||||||
Gafisa SPE 37 Ltda | 100.00 | 100.00 | 3,760 | 3,504 | (400) | - | ||||||
Gafisa SPE 38 Ltda | 100.00 | 100.00 | 7,421 | 6,874 | 595 | - | ||||||
Gafisa SPE 39 Ltda | 100.00 | 100.00 | 8,132 | 7,142 | 2,565 | - | ||||||
Gafisa SPE 41 Ltda | 100.00 | 100.00 | 29,298 | 28,706 | (5,178) | - | ||||||
Villagio Trust | 50.00 | 50.00 | 2,120 | 2,082 | (308) | - | ||||||
Gafisa SPE 40 Ltda. | 50.00 | 50.00 | 2,894 | 2,708 | (26) | 768 | ||||||
Gafisa SPE 42 Ltda. | 100.00 | 50.00 | 12,358 | 7,573 | 1,180 | 3,495 | ||||||
Gafisa SPE 59 Ltda. | 100.00 | 100.00 | (5) | (3) | (3) | - | ||||||
Gafisa SPE 44 Ltda. | 40.00 | 40.00 | 1,436 | (191) | (60) | 63 | ||||||
Gafisa SPE 45 Ltda. | 100.00 | 100.00 | 453 | (151) | (1,570) | (4,078) | ||||||
Gafisa SPE 46 Ltda. | 60.00 | 60.00 | 3,568 | 4,487 | (1,171) | 2,163 | ||||||
Gafisa SPE 47 Ltda. | 80.00 | 80.00 | 13,338 | 10,389 | (204) | (145) | ||||||
Gafisa SPE 48 Ltda. (**) | 100.00 | 100.00 | - | - | 993 | 3,746 | ||||||
Gafisa SPE 49 Ltda. | 100.00 | 100.00 | 206 | 206 | (3) | (11) | ||||||
Gafisa SPE 53 Ltda. | 80.00 | 80.00 | 3,871 | 3,017 | 1,116 | 1,078 | ||||||
Gafisa SPE 55 Ltda. (**) | 100.00 | 100.00 | - | - | 2,776 | (2,830) | ||||||
Gafisa SPE 65 Ltda. | 80.00 | 80.00 | 2,762 | 2,390 | 187 | (242) | ||||||
Gafisa SPE 68 Ltda. | 100.00 | 100.00 | (0) | (0) | (0) | (1) | ||||||
Gafisa SPE 72 Ltda. | 80.00 | 80.00 | 951 | 722 | 328 | (19) | ||||||
Gafisa SPE 73 Ltda. | 80.00 | 80.00 | 2,845 | 2,338 | (501) | (142) | ||||||
Gafisa SPE 74 Ltda. | 100.00 | 100.00 | (342) | (341) | (13) | (245) | ||||||
Gafisa SPE 76 Ltda. | 50.00 | 50.00 | 42 | - | (0) | (1) | ||||||
Gafisa SPE 78 Ltda. | 100.00 | 100.00 | - | - | (0) | (1) | ||||||
Gafisa SPE 79 Ltda. | 100.00 | 100.00 | (2) | (2) | (2) | (1) | ||||||
Gafisa SPE 75 Ltda. | 100.00 | 100.00 | (72) | (44)) | (45) | - | ||||||
Gafisa SPE 80 Ltda. | 100.00 | 100.00 | (2) | (1) | (2) | (1) | ||||||
Gafisa SPE-85 Empr. Imob. | 80.00 | 80.00 | 4,487 | 3,004 | 2,443 | - | ||||||
Gafisa SPE-86 Ltda. | - | 50.00 | - | 370 | (269) | - | ||||||
Gafisa SPE-81 Ltda. | 100.00 | 100.00 | 1 | 1 | (0) | - | ||||||
Gafisa SPE-82 Ltda. | 100.00 | 100.00 | 1 | 1 | (0) | - | ||||||
Gafisa SPE-83 Ltda. | 100.00 | 100.00 | 1 | 1 | (0) | - | ||||||
Gafisa SPE-87 Ltda. | 100.00 | 100.00 | 201 | 1 | (0) | - | ||||||
Gafisa SPE-88 Ltda. | 100.00 | 100.00 | 6,660 | 1,794 | 4,865 | 2,- | ||||||
Gafisa SPE-89 Ltda. | 100.00 | 100.00 | 34,151 | 19,860 | 6,316 | - | ||||||
Gafisa SPE-90 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-84 Ltda. | 100.00 | 100.00 | 10,477 | 1 | 2,871 | - |
Page: 21
Interest - % | Investments | Equity in earnings (losses) | ||||||||||
Investees | Sep/09 | Jun/09 | Sep/09 | Jun/09 | Sep/09 | Sep/08 | ||||||
Dv Bv SPE S.A. | 50.00 | 50.00 | 235 | 229 | 451 | 445 | ||||||
DV SPE S.A. | 50.00 | 50.00 | 935 | 865 | 470 | (86) | ||||||
Gafisa SPE 22 Ltda. | 100.00 | 100.00 | 5,934 | 5,972 | 488 | 1,151 | ||||||
Gafisa SPE 29 Ltda. | 70.00 | 70.00 | (147) | 80 | (222) | 242 | ||||||
Gafisa SPE 32 Ltda. | 80.00 | 80.00 | 3,923 | 281 | 233 | (148) | ||||||
Gafisa SPE 69 Ltda. | 100.00 | 100.00 | 1,893 | 1,917) | (247) | (4) | ||||||
Gafisa SPE 70 Ltda. | 55.00 | 55.00 | 6,977 | 6,977 | (34) | (1) | ||||||
Gafisa SPE 71 Ltda. | 80.00 | 80.00 | 2,212 | 1,545 | 1,188 | (523) | ||||||
Gafisa SPE 50 Ltda. | 80.00 | 80.00 | 8,287 | 7,804 | 2,495 | 1,094 | ||||||
Gafisa SPE 51 Ltda. | 95.00 | 95.00 | - | - | 7,411 | 5,501 | ||||||
Gafisa SPE 61 Ltda. | 100.00 | 100.00 | (18) | (17)) | (3) | (14) | ||||||
Tiner Empr. e Part. Ltda. | 45.00 | 45.00 | 7,033 | 10,353 | (1,013) | 5,292 | ||||||
O Bosque Empr. Imob. Ltda. | 60.00 | 60.00 | 5,256 | 5,335 | 260 | - | ||||||
Alta Vistta | 50.00 | 50.00 | (1,226) | 2,191 | (2,940) | 1,268 | ||||||
Dep. José Lages | 50.00 | 50.00 | 326 | 289 | (309) | 81 | ||||||
Sitio Jatiuca | 50.00 | 50.00 | 4,544 | 2,628 | 3,915 | 1,259 | ||||||
Spazio Natura | 50.00 | 50.00 | 700 | 700 | (1) | (10) | ||||||
Parque Águas | 50.00 | 50.00 | (95) | (362)) | 552 | (607) | ||||||
Parque Arvores | 50.00 | 50.00 | 182 | (494)) | 633 | (542) | ||||||
Dubai Residencial | 50.00 | 50.00 | 4,009 | 3,214 | 845 | (115) | ||||||
Cara de Cão (**) | - | - | - | - | 4,139 | - | ||||||
Costa Maggiore | 50.00 | 50.00 | 1,651 | 1,497 | (295) | 1,716 | ||||||
Gafisa SPE-91 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-92 Ltda. | 100.00 | 100.00 | (107) | (83) | (108) | - | ||||||
Gafisa SPE-93 Ltda. | 100.00 | 100.00 | (26) | 1 | (27) | - | ||||||
Gafisa SPE-94 Ltda. | 100.00 | 100.00 | (1) | 1 | (2) | - | ||||||
Gafisa SPE-95 Ltda. | 100.00 | 100.00 | (3) | 1 | (4) | - | ||||||
Gafisa SPE-96 Ltda. | 100.00 | 100.00 | (63) | 1 | (64) | - | ||||||
Gafisa SPE-97 Ltda. | 100.00 | 100.00 | 2 | 1 | 1 | - | ||||||
Gafisa SPE-98 Ltda. | 100.00 | 100.00 | (38) | 1 | (39) | - | ||||||
Gafisa SPE-99 Ltda. | 100.00 | 100.00 | (25) | 1 | (26) | - | ||||||
Gafisa SPE-100 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-101 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-102 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-103 Ltda. | 100.00 | 100.00 | (43) | 1 | (44) | - | ||||||
Gafisa SPE-104 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-105 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-106 Ltda. | 100.00 | - | 1 | - | - | - | ||||||
Gafisa SPE-107 Ltda. | 100.00 | - | 1 | - | - | - | ||||||
Gafisa SPE-108 Ltda. | 100.00 | - | 1 | - | - | - | ||||||
Gafisa SPE-109 Ltda. | 100.00 | - | 1 | - | - | - | ||||||
Gafisa SPE-110 Ltda. | 100.00 | - | 1 | - | - | - | ||||||
Gafisa SPE-111 Ltda. | 100.00 | - | 1 | - | - | - | ||||||
Gafisa SPE-112 Ltda. | 100.00 | - | 1 | - | - | - | ||||||
Gafisa SPE-113 Ltda. | 100.00 | - | 1 | - | - | - | ||||||
City Park Brotas Emp. Imob. Ltda | 50.00 | - | 423 | - | 413 | - | ||||||
City Park Acupe Emp. Imob. Ltda | 50.00 | - | 654 | - | 404 | - | ||||||
Gafisa FIDC | 100.00 | 100.00 | 14,041 | 16,865 | - | - | ||||||
282,532 | 240,818 | 26,440 | 20,295 | |||||||||
Total investments, net of provision for loss | 1,051,481 | 987,792 | 73,242 | 31,702 | ||||||||
Provision for loss on investments (Note 11) | 7,946 | 7,187 |
Page: 22
Interest - % | Investments | Equity in earnings (losses) | ||||||||||
Investees | Sep/09 | Jun/09 | Sep/09 | Jun/09 | Sep/09 | Sep/08 | ||||||
Subtotal | 1,059,427 | 994,979 | ||||||||||
Other investments (*) | 325,103 | 314,664 | ||||||||||
CPC adjustments | - | (22,288) | ||||||||||
Total investments | 1,384,530 | 1,309,643 | 73,242 | 9,414 | ||||||||
(*) As a result of the setting up in January 2008 of a special partnership (SCP), the Company started to hold quotas in such partnership that totaled R$ 325,103 (June 30, 2009 R$ 314,664) at September 30, 2009, as described in Note 11.
(**) In the period ended September 30, 2009, a transfer of quotas of this Company to the SCP was made for the respective net book value.
(b) Goodwill (negative goodwill) on acquisition of subsidiaries and deferred gain on partial sale of investments
9/30/2009 | ||||||
Accumulated | ||||||
Cost | amortization | Net | ||||
Goodwill | ||||||
AUSA | 170,941 | (18,085) | 152,856 | |||
Cipesa | 40,686 | - | 40,686 | |||
Other | 3,741 | (2,195) | 1,546 | |||
215,368 | (20,280) | 195,088 | ||||
9/30/2009 | ||||||
Accumulated | ||||||
Cost | amortization | Net | ||||
Negative goodwill | ||||||
Redevco | (31,235) | 19,723 | (11,512) | |||
Deferred gain on partial | ||||||
sale of investment | ||||||
Tenda | (210,402) | 198,808 | (11,594) | |||
Page: 23
9 Loans and financing, net of cross-currency rate swaps
Parent Company | Consolidated | |||||||||
Type of operation | Annual interest rates | 9/30/2009 | 6/30/2009 | 9/30/2009 | 6/30/2009 | |||||
Working capital | ||||||||||
Denominated in Yen (i) | 1.40% | 131,305 | 135,505 | 131,305 | 135,505 | |||||
Swaps - Yen/CDI (ii) | Yen + 1.4%/105% CDI | (7,296) | (14,352) | (7,296) | (14,352) | |||||
CCB and Other | 0.66% to 3.29% + CDI | 409,281 | 407,710 | 608,118 | 622,344 | |||||
533,290 | 528,863 | 732,127 | 743,497 | |||||||
National Housing System - SFH | TR + 6.2 % to 11.4% | 323,605 | 250,295 | 473,615 | 379,511 | |||||
Downstream merger | ||||||||||
obligations | TR + 10% to 12.0% | - | 5,399 | - | 5,399 | |||||
Other | TR + 6.2% | - | 5,011 | 1,204 | 6,444 | |||||
856,895 | 789,568 | 1,206,946 | 1,134,851 | |||||||
Current portion | 471,134 | 281,170 | 570,307 | 388,671 | ||||||
Non-current portion | 385,761 | 508,398 | 636,639 | 746,180 |
(i) Loans and financing classified at fair value through income (Note 16(a)(ii)).
(ii) Derivatives classified as financial assets at fair value through income (Note 16(a)(ii)).
Rates:
.. CDI Interbank Deposit Certificate.
.. TR Referential Rate.
.. Downstream merger obligations correspond to debt assumed from former shareholders with maturities up to 2013.
.. Funding for working capital SFH and for developments correspond to credit lines from financial institutions.
.. The Company has financing agreements with the SFH, the resources from which are released to the Company as construction progresses. At June 30, 2009, the Company has resources approved to be released for approximately 81 ventures amounting to R$ 673,026 (parent company) and R$ 1,286,179 (consolidated) that will be used in future periods, at the extent these developments progress physically and financially, according to the Companys project schedule.
Consolidated current and non-current portion matures as follows:
Parent Company | Consolidated | |||||||
September 30 | June 30 | September 30 | June 30 | |||||
2009 | 165,247 | 191,396 | 193,736 | 280,599 | ||||
2010 | 429,680 | 359,763 | 527,583 | 493,188 | ||||
2011 | 248,771 | 235,547 | 384,820 | 285,634 | ||||
2012 | 12,264 | 2,862 | 66,933 | 44,022 | ||||
2013 | 933 | - | 33,874 | 31,408 | ||||
856,895 | 789,568 | 1,206,946 | 1,134,851 | |||||
Loans and financing are guaranteed by sureties of the investors, mortgage of the units, assignment of rights, receivables from clients and the proceeds from the sale of our properties (amount of R$ 3,507,784 not audited).
Page: 24
Additionally, the consolidated balance of accounts pledged in guarantee totals R$ 151,337 at September 30, 2009 (Note 4).
The Company obtained loans (working capital) from highly-rated financial institutions. Tied to this transaction, and in order to minimize the risks of foreign exchange exposure of loans, the Company has contracted swaps to cover the full amount of the working capital loans (Note 16). In this context, at September 30, 2009, the Company elected to apply the fair value option and record both the loan and respective derivative instruments at fair value through income.
Financial expenses of loans, finance and debentures are capitalized at cost of each venture, according to the use of funds, and appropriated to results based on the criterion adopted for recognizing revenue, or allocated to results if funds are not used, as shown below:
Parent company | Consolidated | |||||||
9/30/2009 | 9/30/2008 | 9/30/2009 | 9/30/2008 | |||||
Gross financial charges | 61,808 | 19,171 | 85,190 | 29,731 | ||||
Capitalized financial charges | (13,859) | (7,714) | (21,078) | (13,683) | ||||
Net financial charges | 47,949 | 11,457 | 64,112 | 16,048 | ||||
Financial charges included in | ||||||||
Properties for sale | ||||||||
Opening balance | 76,987 | 48,888 | 97,238 | 59,764 | ||||
Capitalized financial charges | 13,859 | 7,714 | 21,078 | 13,683 | ||||
Charges appropriated to income | (16,502) | (2,930) | (21,805) | (6,327) | ||||
Closing balance | 74,344 | 53,672 | 96,511 | 67,119 | ||||
The portion of capitalized interest on the balance of properties for sale for the period ended September 30, 2009 totals R$ 42,720 (parent company) and R$ 71,214 (consolidated) (June 30, 2009 - R$ 28,861 (parent company) and R$ 50,136 (consolidated)).
10 Debentures
In September 2006, the Company obtained approval for its Second Debenture Placement Program, which allows it to place up to R$ 500,000 in non-convertible simple subordinated debentures secured by a general guarantee.
Page: 25
In June 2008, the Company obtained approval for its Third Debenture Placement Program, which allows it to place R$ 1,000,000 in simple debentures with a general guarantee maturing in two years.
In April 2009, the subsidiary Tenda obtained approval for its First Program of Debenture Distribution, which allows it to place up to R$ 600,000 in non-convertible simple subordinated debentures secured by a general guarantee, with semi-annual maturities between October 1, 2012 and April 1, 2014. The funds raised through issuance will be exclusively used in the finance of real estate ventures focused only on the popular segment.
In August 2009, the Company obtained approval for its sixth issuance of non-convertible simple debentures in two series, secured by a general guarantee, maturing in two years and unit face value at the issuance date of R$ 10,000, totaling R$ 250,000.
Under the Second and Third Programs, the Company placed series of 24,000 and 25,000 series debentures, respectively, corresponding to R$ 240,000 and R$ 250,000, with the following features: Under the First Program of Tenda, this subsidiary placed only one debenture, a sole series amounting to R$ 600,000, as follows:
Parent company | Consolidated | |||||||||||||
Annual | ||||||||||||||
Program/issuances | Amount | remuneration | Maturity | 9/30/2009 | 6/30/2009 | 9/30/2009 | 6/30/2009 | |||||||
Second program / | ||||||||||||||
First issuance | 240,000 | CDI + 3.25% September 2011 | 192,449 | 247,550 | 192,449 | 247,550 | ||||||||
Third program / | ||||||||||||||
First issuance | 250,000 | 107.20% CDI June 2018 | 258,816 | 252,838 | 258,816 | 252,838 | ||||||||
Sixth issuance | 250,000 | CDI + 2% to 3.25%August 2011 | 253,655 | - | 253,655 | 253,655 | ||||||||
First program / | ||||||||||||||
First issuance (Tenda) | 600,000 | TR + 8% | April 2014 | - | - | 619,861 | 607,514 | |||||||
704,920 | 500,388 | 1,324,781 | 1,361,557 | |||||||||||
Current portion | 60,920 | 106,388 | 80,781 | 113,902 | ||||||||||
Non-current portion, principal | 644,000 | 394,000 | 1,244,000 | 994,000 |
Consolidated current and non-current portions mature as follows:
Page: 26
Parent Company | Consolidated | |||||||
September 30 | June 30 | September 30 | June 30 | |||||
2009 | 6,758 | 58,388 | 26,619 | 65,902 | ||||
2010 | 102,162 | 96,000 | 102,162 | 96,000 | ||||
2011 | 346,000 | 96,000 | 346,000 | 96,000 | ||||
2012 | 125,000 | 125,000 | 275,000 | 275,000 | ||||
2013 | 125,000 | 125,000 | 425,000 | 425,000 | ||||
2014 em diante | - | - | 150,000 | 150,000 | ||||
704,920 | 500,388 | 1,324,781 | 1,107,902 | |||||
The Company has restrictive debenture covenants which limit its ability to perform certain actions, such as the issuance of debt, and that could require the early redemption or refinancing of loans if the Company does not fulfill these. The first issuance of the Second Program and the first issuance of the Third Program have cross-restrictive covenants in which an event of default or early maturity of any debt above R$ 5 million and R$ 10 million, respectively, requires the Company to early amortize the first issuance of the Second Program.
On July 21, 2009, the Company renegotiated with the debenture holders the restrictive debenture covenants of the Second Program, and obtained the approval for taking out the covenant that limited the Companys net debt to R$ 1,0 billion and increasing the financial flexibility, changing the calculation of the ratio between net debt and shareholders equity. As a result of these changes, interest repaid by the Company increased to CDI + 3.25% per year.
The actual ratios and minimum and maximum amounts stipulated by these restrictive covenants and measured under Brazilian GAAP at September 30 and June 30, 2009 are as follows:
9/30/2009 | 6/30/2009 | |||
Second program first issuance | ||||
Total debt, less project debts, less cash, cash | ||||
equivalents and financial investments, cannot exceed | 15% | 9% | ||
75% of shareholders equity plus minority interests | ||||
Total debt, less SFH debt, less cash, cash equivalents, | ||||
and financial investments cannot exceed 75% of | n/a | n/a | ||
shareholders equity |
Page: 27
9/30/2009 | 6/30/2009 | |||
Total accounts receivable from clients plus inventory of | ||||
finished services, plus inventory of finished units, | ||||
required to be over 2.0 times total net debt | 2.6 times | 2.8 times | ||
Total debt, less cash, cash equivalents and financial | R$ 1,186,1 | |||
Investments, required to be under R$ 1,0 billion | n/a | million | ||
Third program first issuance | ||||
Total debt, less SFH debt, less cash, cash equivalents | ||||
and financial investments cannot exceed 75% of | 54% | 47% | ||
shareholders equity | ||||
Total accounts receivable plus inventory of finished | ||||
units required to be over 2.2 times total net debt | 4.5 times | 5.2 times |
At September 30, 2009, the Company is in compliance with the covenants described above.
11 Other liabilities
Parent Company | Consolidated | |||||||
09/30/2009 | 06/30/2009 | 09/30/2009 | 06/30/2009 | |||||
Obligation to venture partners | 300,000 | 300,000 | 300,000 | 300,000 | ||||
Credit assignments | 103,934 | 90,377 | 128,712 | 53,012 | ||||
Acquisition of investments | 9,444 | 14,851 | 26,976 | 33,080 | ||||
Other accounts payables | 14,628 | 23,448 | 55,419 | 36,529 | ||||
Rescission reimbursement payable and provisions | - | - | 27,410 | 27,056 | ||||
SCP dividends | - | - | 4,458 | 12,754 | ||||
Provision for loss on investments | 7,946 | 7,187 | - | - | ||||
435,952 | 435,863 | 542,975 | 462,431 | |||||
Current portion | 134,626 | 130,184 | 181,312 | 103,128 | ||||
Non current portion | 301,326 | 305,679 | 361,663 | 359,303 |
In January 2008, the Company formed an unincorporated venture ("SCP"), the main objective of which is to hold interests in other real estate development companies. The SCP received contributions of R$ 313,084 through September 30, 2009 (represented by 13,084,000 Class A quotas fully paid-in by the Company and 300,000,000 Class B quotas from other venture partners). The SCP will preferably use these funds to acquire equity investments and increase the capital of its investees. As the decision to invest or not is made jointly by all quotaholders, the venture is treated as a variable interest entity and the Company deemed to be the primary beneficiary; at September 30, 2009, Obligations to venture partners amounts to R$ 300,000 and matures on January 31, 2014. The SCP has a defined term which ends on January 31, 2014 at which time the Company is required to redeem the venture partner's interest. The venture partner receives an annual dividend substantially equivalent to the variation in the Interbank Deposit Certificate (CDI) rate. The SCPs charter provides for the compliance with certain covenants by the Company, in its capacity as lead partner, which include the maintenance of minimum indices of net debt and receivables. At September 30, 2009, the Company was in compliance with these clauses.
Page: 28
Loans from real estate development partners are related to amounts due under current account agreements, which accrued financial charges of IGP-M plus 12% p.a.
12 Commitments and provision for contingencies
The Company is a party in lawsuits and administrative proceedings at several courts and government agencies that arise from the normal course of business, involving tax, labor, civil and other matters. Management, based on information provided by its legal counsel and analysis of the pending claims and, with respect to the labor claims, based on past experience regarding the amounts claimed, recognized a provision in an amount considered sufficient to cover the probable losses.
In the period ended September 30, 2009, the changes in the provision for contingencies are summarized as follows:
2009 | ||||
Parent | ||||
Company | Consolidated | |||
Balance at June 30, 2009 | 41,083 | 82,134 | ||
Additions | 39,637 | 39,892 | ||
Write-offs | (721) | (1,687) | ||
Balance at September 30, 2009 | 79,999 | 120,339 | ||
(-) Court-mandated escrow deposits | (40,752) | (50,318) | ||
39,247 | 70,021 | |||
Current portion | 10,512 | 10,512 | ||
Non current portion | 28,735 | 59,509 |
Page: 29
(a) Tax, labor and civil lawsuits
Parent Company | Consolidated | |||||||
09/30/2009 | 06/30/2009 | 09/30/2009 | 06/30/2009 | |||||
(reclassified) | (reclassified) | |||||||
Civel lawsuits | 77,174 | 38,485 | 84,200 | 52,624 | ||||
Tax lawsuits | 5 | - | 24,567 | 22,137 | ||||
Labor claims | 2,820 | 2,598 | 11,572 | 7,373 | ||||
79,999 | 41,083 | 120,339 | 82,134 | |||||
(-) Court-mandated escrow deposits | (40,752) | (31,646) | (50,318) | (32,962) | ||||
Net balance | 39,247 | 9,437 | 70,021 | 49,172 | ||||
The Company records provisions amounting to R$71,322, related to lawsuits in which the Company is included as successor in foreclosure actions, in which the original debtor is a former shareholder of Gafisa, Cimob Companhia Imobiliária or other companies of the group (Cimob), on the understanding that the Company should be liable for the debts of Cimob, in view of the disregard of the corporate entity for reaching the assets of Gafisa. Of the amount above, (i) R$37,841 was accrued in this quarter; (ii) some lawsuits, amounting to R$17,678, are backed by a guarantee insurance; (iii) in other (R$36,903) there is a escrow deposit, in connection with the blocking of Gafisas bank accounts; (iv) there is also the blocking of Gafisas treasury to guarantee the foreclosure. The Company is filing appeals against all decisions, as it considers that the inclusion of Gafisa in the lawsuits is legally unreasonable; these appeals aim at releasing amounts and obtaining the recognition that it cannot be held liable for the debt of a company that does not have any relationship with Gafisa. The Company has even obtained favorable decisions in some similar cases, in which it was awarded final and unappealable decisions recognizing the lack of responsibility for the debts of Cimob.
Our subsidiary AUSA is a party in judicial lawsuits and administrative proceedings related to Excise Tax (IPI) and Value-added Tax on Sales and Services (ICMS) on two imports of aircraft in 2001 and 2005, respectively, under leasing agreements without purchase option. The likelihood of loss in the ICMS case is estimated by legal counsel as (i) probable in regard to the principal and interest, and (ii) remote in regard to the fine for noncompliance with ancillary obligations. The amount of the contingency estimated by legal counsel as a probable loss amounts to R$ 12,267 and is recorded in a provision in the quarterly information at September 30, 2009.
At September 30, 2009, the Company is monitoring other lawsuits and risks, the likelihood of which, based on the position of legal counsel, is possible but not probable, totaling approximately R$ 81,325, according to the historical average of lawsuits and for which management believes a provision for loss is not necessary.
Page: 30
(b) Commitment to complete developments
The Company is committed to deliver units to owners of land who exchange land for real estate units developed by the Company.
The Company is also committed to complete units sold and to comply with the requirements of the building regulations and licenses approved by the proper authorities
As described in Note 4, at September 30, 2009, the Company has resources approved and recorded as financial investments guaranteed which will be released at the extent ventures progresses in the total amount of R$ 88,423 (parent company) and R$ 151,337 (consolidated) to meet these commitments.
13 Obligations for purchase of land and advances from clients
Parent company | Consolidated | |||||||
9/30/2009 | 6/30/2009 | 9/30/2009 | 6/30/2009 | |||||
Obligations for purchase of land | 235,451 | 214,376 | 427,041 | 406,726 | ||||
Advances from clients | ||||||||
Developments and services | 64,584 | 64,970 | 128,384 | 123,592 | ||||
Barter transactions | 36,827 | 48,091 | 80,680 | 99,777 | ||||
336,862 | 327,437 | 636,103 | 630,095 | |||||
Current | 285,458 | 280,070 | 488,935 | 489,656 | ||||
Non-current | 51,403 | 47,367 | 147,168 | 140,439 |
The present value adjustment accreted to Real estate development operating costs for the periods and quarters ended September 30, 2009 and 2008 amount to R$ (2,712) and R$ 222 and R$ (682) and R$ (2,567) (parent company), and R$ (3,217) and R$ 145, and R$ (587) and R$ (2,516) (consolidated), respectively.
14 Shareholders Equity
(a) Capital
Page: 31
At September 30, 2009, the Company's capital totaled R$ 1,233,897 (June 30, 2009 R$ 1,232,579), represented by 133,633,318 (June 30, 2009 133,462,818) nominative common shares without par value, 3,124,972 of which were held in treasury.
On April 30, 2009, the distribution of minimum mandatory dividends for 2008 was approved in the total amount of R$ 26,106 to be paid in the period ended December 31, 2009.
On May 11, 2009, the increase in capital was approved in the amount of R$ 2,364, related to the stock option plan and the exercise of 280,800 common shares.
On June 9, 2009, the increase in capital was approved in the amount of R$ 698, related to the stock option plan and the exercise of 94,500 common shares.
On August 24, 2009, the increase in capital was approved in the amount of R$ 887, related to the stock option plan and exercise of 130,000 common shares.
On September 15, 2009, the increase in capital was approved in the amount of R$ 431, related to the stock option plan and the exercise of 40,500 common shares.
On September 24, 2009, the trading at stock exchange of up to 2,825,229 shares held in treasury was approved by the Company, as the circumstances that resulted in the holding of such shares in treasury no longer exist.
(b) Stock option plans
(i) Gafisa
A total of six stock option plans are offered by the Company. The first plan was launched in 2000 and is managed by a committee that periodically creates new stock option plans, determining their terms, which, among other things, (i) define the length of service that is required for employees to be eligible to the benefits of the plans, (ii) select the employees that will be entitled to participate, and (iii) establish the purchase prices of the preferred shares to be exercised under the plans.
To be eligible for the plans (plans from 2000 to 2002), participant employees are required to contribute 10% of the value of total benefited options on the date the option is granted and, additionally, for each of the following five years, 18% of the price of the grant per year. The exercise price of the grant is inflation adjusted (IGP-M index), plus annual interest at 3%. The stock option may be exercised in one to five years subsequent to the initial date of the work period established in each of the plans. The shares are usually available to employees over a period of ten years after their contribution.
Page: 32
The Company records the cash receipt against a liability account to the extent the employees make advances for the purchase of the shares during the vesting period. There were no advanced payments for 2009 and 2008.
The Company and its subsidiaries may decide to issue new shares or transfer the treasury shares to the employees in accordance with the clauses established in the plans. The Company has the right of first refusal on shares issued under the plans in the event of dismissals and retirement. In such cases, the amounts advanced are returned to the employees, in certain circumstances, at amounts that correspond to the greater of the market value of the shares (as established in the rules of the plans) or the amount inflation-indexed (IGP-M) plus annual interest at 3%.
In 2008, the Company issued a new stock option plan. In order to become eligible for the grant, employees are required to contribute from 25% to 80% of their annual net bonus to exercise the options within 30 days from the program date.
On June 26, 2009, the Company issued a new stock option plan. In addition, the exchange of the 2,740,000 options of the 2007 and 2008 plans for 1,900,000 options granted under this new stock option plan was approved.
The assumptions adopted for recording the stock option plan for 2009 were the following: expected volatility of 40%, expected share dividends of 1.91%, and risk-free interest rate at 8.99% .
From July 1, 2009, the Companys management opted for using the Binomial and Monte Carlo models for pricing the options granted in replacement for the Black-Scholes model, because on its understanding these models are capable of including and calculating with a wider range of variables and assumptions comprising the plans of the Company. The effect of this model replacement was brought about prospectively on July 1, 2009, with the recording of income amounting to R$ 2,224 for the quarter ended September 30, 2009.
The changes in the number of stock options and corresponding weighted average exercise prices are as follows:
Page: 33
9/30/2009 | 6/30/2009 | |||||||
Weighted | Weighted | |||||||
average | average | |||||||
Number of | exercise | Number of | exercise | |||||
options | price | options | price | |||||
Options outstanding at the beginning of the period | 5,817,233 | 13.97 | 5,930,275 | 26.14 | ||||
Options granted | - | - | 3,200,000 | 17.06 | ||||
Options exercised | (170,500) | 7.73 | (280,800) | 8.42 | ||||
Options exchanged | - | - | (2,740,000) | 32.99 | ||||
Options cancelled | - | - | (292,242) | 32.99 | ||||
Options outstanding at the end of the period | 5,646,733 | 14.16 | 5,817,233 | 13.97 | ||||
Options exercisable at the end of the period | 1,503,123 | 27.38 | 1,503,123 | 27.38 |
Reais | ||||
9/30/2009 | 6/30/2009 | |||
Exercise price per share at the end of the period | 7.99 -41.07 | 7.91-40.63 | ||
Weighted average of exercise price at the option grant date | 18.70 | 18.70 | ||
Weighted average of market price per share at the grant date | 22.38 | 22.38 | ||
Market price per share at the end of the period | 26.68 | 16.39 |
The options granted will confer their holders the right to subscribe the Companys shares, after completing one to five years of employment with the Company (strict condition on exercise of options), and will expire after ten years from grant date.
In the periods ended September 30, 2009 and 2008, the Company recognized the amounts of R$ 8,459 and R$ 15,103 (parent company) and R$ 15,062 and R$ 16,550 (consolidated) in operating expenses. In the quarters ended September 30, 2009 and 2008, the recognized amounts totaled R$ 1,195 and R$ 6,158 (parent company), and R$ 2,749 and R$ $ 6,673 (consolidated). The amounts recognized in the parent company represent the realization of the capital reserve in shareholders equity
(ii) Tenda
Tenda has a total of three stock option plans, the first was approved in June 2008, and the other two were approved in March and June 2009, respectively. These plans, limited to the maximum of 5% of total capital shares and approved by the Board of Directors, stipulate the general terms, which, among other things, (i) define the length of service that is required for employees to be eligible to the benefits of the plans, (ii) select the employees
Page: 34
that will be entitled to participate, and (iii) establish the purchase prices of the preferred shares to be exercised under the plans.
In the option granted in 2008, when exercising the option the base price will be adjusted according to the market value of shares, based on the average price in trading sessions over the last 30 consecutive days prior to the commencement of each annual exercise period. The exercise price is adjusted according to a fixed table of values, according to the share value in the market, at the time of the two exercise periods for each annual lot. In the options granted in 2009, the vesting price is adjusted by the IGP-M variation, plus interests at 3%. The stock option may be exercised in two to five years subsequent to the initial date of the work period established in each of the plans. The shares are usually available to employees over a period of ten years after their contribution.
9/30/2009 | 6/30/2009 | |||||||
Weighted | Weighted | |||||||
average | average | |||||||
Number of | exercise price | Number of | exercise | |||||
options | - Reais | options | price - Reais | |||||
Options outstanding at the beginning of the period | 5,930,275 | 1.67 | 1,960,000 | 7.20 | ||||
Options granted | - | - | 6,089,718 | 1.27 | ||||
Options exercised | - | - | (151,917) | 2.63 | ||||
Options cancelled | (270,583) | 5,16 | (1,490,000) | 7.20 | ||||
Options outstanding at the end of the period | 6,137,218 | 1,52 | 6,407,801 | 1.67 | ||||
The market price of Tenda shares at September 30, 2009 was R$ 5.35.
From the quarter ended September 30, 2009, the market value of each option granted was estimated at the grant date using the Binomial and Monte Carlo option pricing models in replacement for the Black-Scholes model. In the period ended September 30, 2009, Tenda recorded stock option expenses of R$ 1,644.
(iii) AUSA
The subsidiary AUSA has three stock option plans, the first launched in 2007 which was approved on June 26, 2007 at the Annual Shareholders' and of the Board of Directors Meetings.
Page: 35
The changes in the number of stock options and their corresponding weighted average exercise prices for the year are as follows:
9/30/2009 | 6/30/2009 | |||||||
Weighted | Weighted | |||||||
average | average | |||||||
Number of | exercise price - | Number of | exercise price | |||||
options | Reais | options | Reais | |||||
Options outstanding at the beginning of the period | 2,078 | 7,610.23 | 2,138 | 6,843.52 | ||||
Options cancelled | - | - | (60) | 8,376.94 | ||||
Options outstanding at the end of the period | 2,078 | 7,610.23 | 2,078 | 7,610.23 | ||||
At September 30, 2009, 729 options were exercisable. The exercise prices per option on September 30, 2009 were from R$ 8,467.64 to R$ 8,596.03 (June 30, 2009 R$ 8,376.94) to R$ 8,503.96.
The market value of each option granted was estimated at the grant date using the Binomial option pricing model.
AUSA recorded income of the stock option plan amounting to R$ 89 for the period ended September 30, 2009 as a result of the replacement of the Black-Scholes for the Binomial option pricing model.
15 Deferred Taxes
Parent Company | Consolidated | |||||||
09/30/2009 | 06/30/2009 | 09/30/2009 | 06/30/2009 | |||||
Assets | ||||||||
Temporary differences - Lalur | 69,057 | 46,466 | 100,446 | 75,179 | ||||
Income tax and social contribution loss carryforwards | 21,499 | 17,083 | 112,671 | 94,493 | ||||
Tax credits from downstream merger | 3,892 | 4,670 | 3,892 | 17,238 | ||||
Temporary differences - CPC | 46,017 | 43,817 | 46,936 | 43,817 | ||||
140,465 | 112,036 | 263,945 | 230,727 | |||||
Liabilities | ||||||||
Negative goodwill | 79,504 | 58,829 | 79,504 | 58,829 | ||||
Temporary differences - CPC | 23,364 | 21,570 | 23,789 | 21,570 | ||||
Differences between income taxed on cash basis and recorded on accrual basis | 70,623 | 61,063 | 271,952 | 224,342 | ||||
173,491 | 141,462 | 375,245 | 304,741 | |||||
The Company calculates its taxes based on the recognition of results proportionally to the receipt of the contracted sales, in accordance with the tax rules determined by the Federal Revenue Service (SRF) Instruction 84/79, which differs from the calculation of the accounting revenues based on the costs incurred versus total estimated cost. The tax basis will crystallize over an average period of four years as cash inflows arise.
Page: 36
Other than for Tenda, Gafisa has not recorded a deferred income tax asset on the tax losses and social contribution tax loss carryforwards of its subsidiaries which adopt the taxable income regime and do not have a history of taxable income for the past three years.
The projections of future taxable income consider estimates that are related, among other things, to the Company's performance and the behavior of the market in which it operates, as well as certain economic factors. Actual results could differ from these estimates.
Based on estimated future taxable income of Gafisa, the expected recovery profile of the income tax and social contribution loss carryforwards of the parent company and Tenda is:
Parent company | Consolidated | |||
2009 | 2,410 | 5,289 | ||
2010 | 2,773 | 33,192 | ||
2011 | 3,056 | 47,168 | ||
2012 | 2,129 | 2,129 | ||
Other | 11,131 | 24,893 | ||
Total | 21,499 | 112,671 | ||
The reconciliation of the statutory to effective tax rate for the periods ended September 30, 2009 and 2008 is as follows:
Consolidated | ||||
9/30/2009 | 9/30/2009 | |||
Income before taxes on income and minority interest | 277,713 | 183,072 | ||
Income tax calculated at the standard rate - 34% | (94,422) | (62,244) | ||
Net effect of subsidiaries taxed on presumed profit regime | 35,766 | 7,919 | ||
Amortization of negative goodwill | (5,203) | - | ||
Tax losses (negative tax basis used) | 115 | 1,123 | ||
Stock option plan | (5,966) | (6,673) | ||
Other permanent differences | 4,807 | 9,419 | ||
Income tax and social contribution expense | (64,904) | (50,456) | ||
Additionally, the reconciliation of the effective tax rate in the parent company mainly arises from the equity in results and the use of tax losses recorded from prior years over the current year.
16 Financial instruments
Page: 37
The Company participates in operations involving financial instruments, all of which are recorded on the balance sheet, for the purposes of meeting its operating needs and reducing its exposure to credit, currency and interest rate risks. These risks are managed by control policies, specific strategies and determination of limits, as follows:
(a) Risk considerations
(i) Credit risk
The Company and its subsidiaries restrict their exposure to credit risks associated with banks and cash and cash equivalents, investing in highly-rated financial institutions in short-term securities.
With regards to accounts receivable, the Company restricts its exposure to credit risks through sales to a broad base of clients and ongoing credit analysis. Additionally, there is no history of losses due to the existence of liens for the recovery of its products in the cases of default during the construction period.
Other than for Tenda, the Company management did not deem necessary the recognition of a provision to cover losses for the recovery of receivables related to delivered real estate units at September 30, 2009 and June 30, 2009. There was no significant concentration of credit risks related to clients for the periods presented.
(ii) Currency risk
The Company participates in operations involving derivative financial instruments for the purposes of mitigating the effects of fluctuations in foreign exchange rates.
In the periods ended September 30 and June 30, 2009, R$ 7,296 and R$ 14,352 related to the net positive result from the swap operations of currency and interest rates was recognized in Financial income (expenses), matching the results of these operations with the fluctuation in foreign currencies in the Company's balance sheet.
The nominal value of the swap contracts was R$ 100,000 at September 30, 2009 (R$ 100,000 at June 30, 2009). The unrealized gains (losses) of these operations at September 30 and June 30, 2009 are as follows (Note 9):
Page: 38
Reais | Percentage | Net unrealized gains (losses) from derivative instruments | ||||||||
Rate swap contracts (US Dollar and Yen for CDI) | Nominal | Original | ||||||||
value | index | Swap | 9/30/2009 | 6/30/2009 | ||||||
Banco ABN Amro Real S.A. | 100,000 | Yen + 1.4% | 105% CDI | 7,296 | 14,352 | |||||
100,000 | 7,296 | 14,352 | ||||||||
The Company does not make sales denominated in foreign currency.
(iii) Interest rate risk
The interest rates on loans and financing are disclosed in Note 9. The interest rates contracted on financial investments are disclosed in Note 4. Accounts receivable from real estate units delivered (Note 5) are subject to annual interest of 12%, appropriated on pro rata basis.
Additionally, as disclosed in Notes 7 and 11, a significant portion of the balances from related parties and with partners in the ventures are not subject to financial charges.
(b) Valuation of financial instruments
The main financial instruments receivable and payable are described below, as well as the criteria for their valuation.
(i) Cash and cash equivalents
The market value of these assets does not differ significantly from the amounts presented in the quarterly information (Note 4). The contracted rates reflect usual market conditions.
(ii) Loans and financing and debentures
Loans and financing are recorded based on the contractual interest rates of each operation, except for loans denominated in foreign currency, which are stated at fair value as contra-entry to results. Interest rate estimates for contracting operations with similar terms and amounts are used for the determination of market value. The terms and conditions of loans and financing and debentures obtained are presented in Notes 9 and 10. The fair value of the other loans and financing, recorded based on the contractual interest of each operation, does not significantly differ from the amounts presented in the financial statements.
Page: 39
(c) Sensitivity analysis
A sensitivity analysis of the risks of material losses that could accrue from financial instrument transactions, based on management's best estimate of the most likely scenario (Scenario I), is presented below. Additionally, a further two scenarios are presented, as required by the CVM, pursuant to Instruction No. 475/08, by stressing the variables by 25% and 50%, respectively (Scenarios II and III).
At September 30, 2009, the Company had two foreign exchange derivatives with the ABN bank.
- Banco ABN: debt swap in Yen, equivalent to R$100 million, at a fixed cost of 1.4% per year per asset position, and Yen at a cost of 105% of CDI. Beginning on November 9, 2007 and maturity on October 29, 2009.
The risk factors in the sensitivity analysis were the variations in the R$/JPY exchange rates, and in the CDI rate. However, the Companys management considers that only the risk of CDI variation is relevant, since the swap operation has the effect of mitigating the exchange rate variation risk.
The following scenarios were considered:
.. Scenario I: Likely Management considered the market curves at September 30, 2009 for the maturity dates of derivative transactions:
- R$/JPY 0.01975 and CDI rate at 8.71% on October 29, 2009.
.. Scenario II: Appreciation/Devaluation by 25% of risk variables used in pricing.
.. Scenario III: Appreciation/Devaluation by 50% of risk variables used in pricing.
A sensitivity analysis of the risks of material losses that could accrue from financial instrument transactions, including derivatives, based on management's best estimate of the most likely scenario (Scenario I), is presented below. Additionally, a further two scenarios are presented, as required by the CVM, pursuant to Instruction No. 475/08, by stressing the variables by 25% and 50%, respectively, (Scenarios II and III).
Impact on exchange rate scenarios
Page: 40
Scenario (*) | ||||||||||||
I | II | III | ||||||||||
Transaction | Risk | Expected | Devaluation | Appreciation | Devaluation | Appreciation | ||||||
"Swap" (asset position - Yen) | Apprec./Dev. of Yen | - | 32,826 | 32,747 | 65,652 | (65,652) | ||||||
Debt denominated in Yen | Apprec./Dev. of Yen | - | 32,747 | 32,826 | 65,493 | (65,493) | ||||||
Net effect of Yen devaluation | - | 79 | (79) | 159 | (159) | |||||||
(*) Scenarios I, II and III - Likely, Possible and Remote, respectively. | ||||||||||||
Impact on interest rate scenarios | ||||||||||||
Scenario (*) | ||||||||||||
I | II | III | ||||||||||
Transaction | Risk | Expected | Devaluation | Appreciation | Devaluation | Appreciation | ||||||
ABN Amro swap liability position balance in | ||||||||||||
CDI on maturity date | ||||||||||||
(October 29, 2009) | Appreciation of CDI | 124,814 | 125,018 | 124,606 | 125,219 | 124,394 |
(*) Scenarios I, II e III Likely, Possible and Remote, respectively.
At September 30, 2009, the liability position balances in CDI are as follows:
Swap transaction ABN: R$124,009
A sensitivity analysis of these transactions does not change the debt balance at the base date, since the CDI rate used for projecting the debt is the same used for discount to present value.
The source of the data used to determine the exchange rate adopted in the base scenarios was the Brazilian Mercantile & Futures Exchange ("BMF"), as management believes that this is the most reliable and independent source, and which represents the market consensus on these quotations.
The US Dollar and Yen data were sourced from the BMF website on September 30, 2009 for the maturity dates.
17 Related Parties
(a) Transactions with related parties
Page: 41 |
Parent | ||||||||||
CURRENT ACCOUNT | company | Consolidated | ||||||||
9/30/2009 | 6/30/2009 | 9/30/2009 | 6/30/2009 | |||||||
Condominium and Consortia | ||||||||||
A116 | Alpha 4 | (4,452) | (2,618) | (4,452) | (2,618) | |||||
A146 | Consórcio Ezetec & Gafisa | 29,440 | 27,783 | 29,440 | 27,783 | |||||
A166 | Consórcio Ezetec Gafisa | - | (11,814) | - | (11,814) | |||||
A175 | Cond Constr Empr Pinheiros | 2,823 | 2,313 | 2,823 | 2,313 | |||||
A195 | Condominio Parque da Tijuca | (208) | (74) | (208) | (74) | |||||
A205 | Condominio em Const. Barra Fir | (46) | (46) | (46) | (46) | |||||
A226 | Civilcorp | 711 | 1,998 | 711 | 1,998 | |||||
A255 | Condominio do Ed Barra Premiu | 105 | 105 | 105 | 105 | |||||
A266 | Consorcio Gafisa Rizzo | 44 | (65) | 44 | (65) | |||||
A286 | Evolucao Chacara das Flores | 7 | 7 | 7 | 7 | |||||
A315 | Condomínio Passo da Pátria II | 569 | 569 | 569 | 569 | |||||
A395 | Cond Constr Palazzo Farnese | (17) | (17) | (17) | (17) | |||||
A436 | Alpha 3 | (1,838) | (1,527) | (1,838) | (1,527) | |||||
A475 | Condominio Iguatemi | 3 | 3 | 3 | 3 | |||||
A486 | Consórcio Quintas Nova Cidade | 36 | 36 | 36 | 36 | |||||
A506 | Consórcio Ponta Negra | 2,508 | 2,840 | 2,508 | 2,840 | |||||
A536 | Consórcio SISPAR & Gafisa | 4,509 | 2,391 | 4,509 | 2,391 | |||||
A575 | Cd. Advanced Ofs Gafisa-Metro | (865) | (715) | (865) | (715) | |||||
A606 | Condomínio ACQUA | (3,647) | (3,386) | (3,647) | (3,386) | |||||
A616 | Cond.Constr.Living | (620) | (314) | (620) | (314) | |||||
A666 | Consórcio Bem Viver | (274) | (181) | (274) | (181) | |||||
A795 | Cond.Urbaniz.Lot Quintas Rio | (3,390) | (1,878) | (3,390) | (1,878) | |||||
A815 | Cond.Constr. Homem de Melo | 83 | 83 | 83 | 83 | |||||
A946 | Consórcio OAS Gafisa Garden | (9,910) | (3,049) | (9,910) | (3,049) | |||||
B075 | Cond.Constr. La Traviata | (271) | (180) | (271) | (180) | |||||
B125 | Cond. Em Constr LACEDEMONIA | 57 | 57 | 57 | 57 | |||||
B226 | Evolucao New Place | (671) | (669) | (671) | (669) | |||||
B236 | Consórcio Gafisa Algo | 722 | 722 | 722 | 722 | |||||
B256 | Columbia Outeiro dos Nobres | (153) | (153) | (153) | (153) | |||||
B336 | Evolucao - Reserva do Bosque | 11 | 10 | 11 | 10 | |||||
B346 | Evolucao Reserva do Parque | 59 | 116 | 59 | 116 | |||||
B496 | Consórcio Gafisa&Bricks | 611 | (6) | 611 | (6) | |||||
B525 | Cond.Constr. Fernando Torres | 136 | 136 | 136 | 136 | |||||
B625 | Cond de Const Sunrise Reside | 382 | (40) | 382 | (40) | |||||
B746 | Evolucao Ventos do Leste | 123 | 123 | 123 | 123 | |||||
B796 | Consórcio Quatro Estações | (1,328) | (1,342) | (1,328) | (1,342) | |||||
B905 | Cond em Const Sampaio Viana | 951 | 951 | 951 | 951 | |||||
B945 | Cond. Constr Monte Alegre | 1,456 | 1,456 | 1,456 | 1,456 | |||||
B965 | Cond. Constr.Afonso de Freitas | 1,674 | 1,674 | 1,674 | 1,674 | |||||
B986 | Consorcio New Point | 1,348 | 1,470 | 1,348 | 1,470 | |||||
C136 | Evolução - Campo Grande | 612 | 615 | 612 | 615 | |||||
C175 | Condomínio do Ed Oontal Beach | (486) | (326) | (486) | (326) | |||||
C296 | Consórcio OAS Gafisa Garden | (7,661) | 429 | (7,661) | 429 | |||||
C565 | Cond Constr Infra Panamby | (187) | (315) | (187) | (315) | |||||
C575 | Condominio Strelitzia | (936) | (883) | (936) | (883) | |||||
C585 | Cond Constr Anthuriun | 2,485 | 3,232 | 2,485 | 3,232 | |||||
C595 | Condomínio Hibiscus | 2,677 | 2,638 | 2,677 | 2,638 | |||||
C605 | Cond em Constr Splendor | 1,813 | 1,813 | 1,813 | 1,813 | |||||
C615 | Condominio Palazzo | 1,286 | 1,123 | 1,286 | 1,123 | |||||
C625 | Cond Constr Doble View | (3,298) | (3,013) | (3,298) | (3,013) | |||||
C635 | Panamby - Torre K1 | 416 | 500 | 416 | 500 | |||||
C645 | Condomínio Cypris | (1,722) | (1,600) | (1,722) | (1,600) | |||||
C655 | Cond em Constr Doppio Spazio | (3,222) | (3,189) | (3,222) | (3,189) | |||||
C706 | Consórcio | 6,631 | 4,955 | 6,631 | 4,955 | |||||
D076 | Consórcio Planc e Gafisa | 809 | 989 | 809 | 989 | |||||
D096 | Consórcio Gafisa&Rizzo (susp) | 1,520 | 1,333 | 1,520 | 1,333 | |||||
D116 | Consórcio Gafisa OAS Abaeté | (8,625) | (5,290) | (8,625) | (5,290) | |||||
D535 | Cond do Clube Quintas do Rio | 1 | 1 | 1 | 1 |
Page: 42
Parent | ||||||||||
CURRENT ACCOUNT | company | Consolidated | ||||||||
9/30/2009 | 6/30/2009 | 9/30/2009 | 6/30/2009 | |||||||
D886 | Cons OAS-Gafisa Horto Panamby | (9,044) | 1,811 | (9,044) | 1,811 | |||||
D896 | Consórcio OAS e Gafisa Horto Panamby | (2,001) | (94) | (2,001) | (94) | |||||
E116 | Consórcio Ponta Negra Ed Marseille | - | (8,062) | - | (8,062) | |||||
E126 | Consórcio Ponta Negra Ed Nice | (9,885) | (9,360) | (9,885) | (9,360) | |||||
E166 | Manhattan Square | (2,075) | (1,309) | (2,075) | (1,309) | |||||
E336 | Cons. Eztec Gafisa Pedro Luis | (11,380) | (9,758) | (11,380) | (9,758) | |||||
E346 | Consórcio Planc Boa Esperança | 1,316 | 682 | 1,316 | 682 | |||||
E736 | Consórcio OAS e Gafisa Tribeca | 209 | (1,229) | 209 | (1,229) | |||||
E746 | Consórcio OAS e Gafisa Soho | - | (6,489) | - | (6,489) | |||||
E946 | Consórcio Gafisa | (81) | (80) | (81) | (80) | |||||
F178 | Consórcio Ventos do Leste | (1) | (1) | (1) | (1) | |||||
S016 | Bairro Novo Cotia | 9,506 | 9,506 | 9,506 | 9,506 | |||||
S026 | Bairro Novo Camaçari | 1,260 | 1,260 | 1,260 | 1,260 | |||||
(9,385) | (3,342) | (9,385) | (3,342) | |||||||
GAF - GAFISA + MERGED | ||||||||||
0010 | Gafisa SPE 10 SA | (9,580) | (9,580) | (9,580) | (9,580) | |||||
0060 | Gafisa Vendas I.Imob Ltda | 2,384 | 2,384 | 2,384 | 2,384 | |||||
E910 | Projeto Alga | (25,000) | (25,000) | (25,000) | (25,000) | |||||
Other | (351) | (351) | (351) | (351) | ||||||
(32,547) | (32,547) | (32,547) | (32,547) | |||||||
SPEs | ||||||||||
0020 | Alphaville Urbanismo S.A. | 2,723 | 2,723 | 5,588 | 5,588 | |||||
Construtora Tenda S.A. | 45,127 | 45,127 | - | - | ||||||
0030 | FIT Resid. Empreend. Imob.Ltda | 266 | 51 | (1,423) | (2,444) | |||||
0040 | Bairro Novo Emp Imob S.A. | 1,968 | 1,968 | 1,968 | 1,968 | |||||
0050 | Cipesa Empreendimentos Imobil. | 252 | 252 | (398) | (398) | |||||
A010 | The house | 80 | 80 | 80 | 80 | |||||
A020 | Gafisa SPE 46 Empreend Imob | 8,008 | 8,017 | 9,161 | 8,698 | |||||
A070 | Gafisa SPE 40 Emp.Imob LTDA | 1,014 | 1,024 | 878 | 976 | |||||
A180 | Vistta Ibirapuera | 1,073 | 1,073 | 1,073 | 1,073 | |||||
A290 | Blue II Plan. Prom e Venda Lt | (6,973) | (6,311) | (10,637) | (9,829) | |||||
A300 | SAÍ AMARELA S/A | (1,812) | (1,775) | (1,393) | (1,558) | |||||
A320 | GAFISA SPE-49 EMPRE.IMOB.LTDA | 2,785 | 2,785 | (2) | (2) | |||||
A340 | London Green | 9 | 9 | 9 | 9 | |||||
A350 | GAFISA SPE-35 LTDA | 8 | (342) | (1,379) | (139) | |||||
A410 | GAFISA SPE 38 EMPR IMOB LTDA | 4,815 | 8,583 | 312 | 109 | |||||
A420 | LT INCORPORADORA SPE LTDA. | 1,082 | 1,081 | (531) | (527) | |||||
A490 | RES. DAS PALMEIRAS INC. SPE LT | 753 | 751 | 1,246 | 1,246 | |||||
A560 | ACQUA RESIDENCIAL | 196 | - | 196 | - | |||||
A580 | GAFISA SPE 41 EMPR.IMOB.LTDA. | (3,093) | (3,685) | 1,773 | 1,546 | |||||
A630 | Dolce VitaBella Vita SPE SA | 165 | 165 | (102) | 32 | |||||
A640 | SAIRA VERDE EMPREEND.IMOBIL.LT | 166 | 166 | 991 | 743 | |||||
A680 | GAFISA SPE 22 LTDA | 872 | 872 | 600 | 630 | |||||
A720 | CSF Prímula | 2,511 | 1,310 | 2,511 | 1,310 | |||||
A730 | GAFISA SPE 39 EMPR.IMOBIL LTDA | (2,048) | 5,622 | (606) | (1,314) | |||||
A750 | CSF Santtorino | 5 | - | 5 | - | |||||
A800 | DV SPE SA | (578) | (578) | (564) | (571) | |||||
A870 | GAFISA SPE 48 EMPREEND IMOBILI | (143) | (142) | (188) | 490 | |||||
A880 | Espacio Laguna | 286 | - | 286 | - | |||||
A990 | GAFISA SPE-53 EMPRE.IMOB.LTDA | (43) | (43) | (39) | (57) | |||||
B040 | Jardim II Planej.Prom.Vda.Ltda | 6,156 | 7,723 | (2,993) | (2,990) | |||||
B210 | GAFISA SPE 37 EMPREEND.IMOBIL. | 5,032 | 4,749 | (271) | (398) | |||||
B270 | GAFISA SPE-51 EMPRE.IMOB.LTDA | 89 | 94 | 790 | 822 | |||||
B430 | GAFISA SPE 36 EMPR IMOB LTDA | 38,013 | 38,246 | (647) | (4,235) | |||||
B440 | GAFISA SPE 47 EMPREEND IMOBILI | 138 | 138 | 566 | 137 |
Page: 43
Parent | ||||||||||
CURRENT ACCOUNT | company | Consolidated | ||||||||
9/30/2009 | 6/30/2009 | 9/30/2009 | 6/30/2009 | |||||||
B590 | SUNPLACE SPE LTDA | (191) | (191) | 415 | 415 | |||||
B600 | Sunplaza Personal Office | 10,316 | 10,316 | 10,316 | 10,316 | |||||
B630 | Sunshine SPE Ltda. | 1,474 | 1,474 | 563 | 919 | |||||
B640 | GAFISA SPE 30 LTDA | 5,077 | 4,969 | (1,206) | (1,217) | |||||
B760 | Gafisa SPE-50 Empr. Imob. Ltda | (887) | (972) | (2,796) | (238) | |||||
B800 | TINER CAMPO BELO I EMPR.IMOBIL | 1,060 | 4,824 | 525 | 2,908 | |||||
B830 | GAFISA SPE-33 LTDA | 3,343 | 3,225 | 2,321 | 2,321 | |||||
C010 | Jardim I Planej.Prom.Vda. Ltda | 5,661 | 5,659 | 6,581 | 6,662 | |||||
C070 | VERDES PRAÇAS INC.IMOB SPE LT | (22,706) | (22,706) | (38) | (38) | |||||
C100 | GAFISA SPE 42 EMPR.IMOB.LTDA. | 215 | 215 | (120) | 39 | |||||
C150 | PENÍNSULA I SPE SA | (1,549) | (1,449) | (696) | (1,117) | |||||
C160 | PENÍNSULA 2 SPE SA | 4,778 | 4,778 | 2,489 | 865 | |||||
C180 | Blue I SPE Ltda. | 5,434 | 4,846 | 2,642 | 59 | |||||
C220 | Blue II Plan Prom e Venda Lt | (6) | (6) | (6) | (6) | |||||
C230 | Blue II Plan Prom e Venda Lt | (3) | (3) | (3) | (3) | |||||
C360 | Weber Art | (148) | - | (148) | ||||||
C370 | Olimpic Chácara Santo Antonio | 21 | 17 | 21 | 17 | |||||
C410 | Gafisa SPE-55 Empr. Imob. Ltda | 295 | (1) | (54) | (18) | |||||
C440 | Gafisa SPE 32 | (2,086) | (2,093) | (2,370) | (2,228) | |||||
C460 | CYRELA GAFISA SPE LTDA | 2,984 | 2,984 | 2,984 | 2,984 | |||||
C490 | Unigafisa Part SCP | (10,527) | (6,684) | (7,074) | (7,824) | |||||
C510 | Parque Barueri | - | 384 | - | 384 | |||||
C540 | Villagio Panamby Trust SA | (554) | (776) | 2,271 | 750 | |||||
C550 | DIODON PARTICIPAÇÕES LTDA. | (5,694) | (5,695) | 1,680 | 13,490 | |||||
C680 | DIODON PARTICIPAÇÕES LTDA. | 131 | 131 | 131 | 131 | |||||
C800 | GAFISA SPE 44 EMPREEND IMOBILI | 95 | 95 | 221 | 145 | |||||
C850 | Gafisa SA | 1,437 | 1,437 | 1,437 | 1,437 | |||||
C860 | Spazio Natura Emp. Imob. Ltd | 4 | 4 | 4 | 4 | |||||
D060 | Dep Jose Lages Emp Imob S | 1,345 | 1,086 | 1,345 | 1,086 | |||||
D080 | O Bosque E. Imob. Ltda | 120 | - | 120 | - | |||||
D100 | GAFISA SPE 65 EMPREEND IMOB LTD | 32 | 33 | 168 | 388 | |||||
D280 | Cara de Cão | (2,967) | (2,967) | (2,967) | (2,967) | |||||
D340 | Laguna | (390) | (170) | (390) | (170) | |||||
D590 | GAFISA SPE-72 | (12) | - | (24) | 1 | |||||
D620 | Gafisa SPE-52 E. Imob. Ltda | 44 | 44 | 42 | 42 | |||||
D630 | Grand Park Arvores | (693) | - | (700) | - | |||||
D730 | Gafisa SPE-32 Ltda | 2,220 | 2,220 | 2,220 | 2,220 | |||||
D940 | Terreno Ribeirão / Curupira | 1,352 | 1,352 | 1,352 | 1,352 | |||||
E240 | Edif Nice | (95) | (95) | (95) | (95) | |||||
E350 | Gafisa SPE-71 | 66 | 73 | (61) | 100 | |||||
E360 | Zildete | (64) | 198 | (64) | 198 | |||||
E380 | Clube Baiano de Tênis | 313 | 314 | 313 | 314 | |||||
E410 | Gafisa SPE-73 | 1 | 1 | 1 | - | |||||
E550 | Gafisa SPE 69 Empreendimertos | 3,815 | 3,154 | (159) | (72) | |||||
E560 | GAFISA SPE 43 EMPR.IMOB.LTDA. | 5 | 5 | 5 | 5 | |||||
E770 | Gafisa SPE-74 Emp Imob Ltda | 1,749 | 1,716 | (519) | (511) | |||||
E780 | GAFISA SPE 59 EMPREEND IMOB LTDA | 3 | 3 | (1) | 1 | |||||
E970 | Gafisa SPE 68 Empreendimertos | 21 | 21 | 1 | 1 | |||||
E980 | Gafisa SPE-76 Emp Imob Ltda | 22 | 22 | (10) | (10) | |||||
E990 | Gafisa SPE-77 Emp Imob Ltda | 3,316 | 3,289 | 3,303 | 3,289 | |||||
F100 | Gafisa SPE-78 Emp Imob Ltda | 130 | 102 | 9 | 1 | |||||
F110 | Gafisa SPE-79 Emp Imob Ltda | 3 | 3 | 1 | 1 | |||||
F120 | Gafisa SPE 70 Empreendimertos | 5 | 5 | 1,352 | (741) | |||||
F130 | GAFISA SPE 61 EMPREENDIMENTO I | 4 | 4 | (13) | (13) | |||||
F140 | SOC.EM CTA.DE PARTICIP. GAFISA | (878) | (878) | (878) | (878) | |||||
F260 | Gafisa SPE-75 Emp Imob Ltda | 354 | 315 | 30 | 0 | |||||
F270 | GAFISA SPE-80 EMP IMOB LT | 2 | - | - | (0) |
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Parent | ||||||||||
CURRENT ACCOUNT | company | Consolidated | ||||||||
9/30/2009 | 6/30/2009 | 9/30/2009 | 6/30/2009 | |||||||
F520 | Gafisa SPE-85 Emp Imob Ltda | (301) | (756) | (1,334) | (772) | |||||
F580 | Gafisa SPE-86 Emp Imob Ltda | - | (1) | - | - | |||||
F590 | Gafisa SPE-81 Emp Imob Ltda | 1 | 1 | - | - | |||||
F600 | Gafisa SPE-82 Emp Imob Ltda | - | - | - | - | |||||
F610 | Gafisa SPE-83 Emp Imob Ltda | 202 | - | 201 | - | |||||
F620 | Gafisa SPE-87 Emp Imob Ltda | 894 | 319 | 19 | 1 | |||||
F630 | Gafisa SPE-88 Emp Imob Ltda | (66) | (1,738) | 1,394 | - | |||||
F640 | Gafisa SPE-89 Emp Imob Ltda | (3,164) | 626 | (868) | - | |||||
F650 | Gafisa SPE-90 Emp Imob Ltda | 126 | - | 126 | - | |||||
F660 | Gafisa SPE-84 Emp Imob Ltda | (4,018) | 388 | 212 | 381 | |||||
F970 | Gafisa SPE-92 Emp Imob Ltda | 110 | 65 | 1 | 1 | |||||
F980 | GAFISA SPE-93 EMPR IMOB L | 8 | - | - | - | |||||
F990 | GAFISA SPE-94 EMPR IMOB L | 7 | - | - | - | |||||
G010 | GAFISA SPE-95 EMPR IMOB L | 7 | - | - | - | |||||
G020 | GAFISA SPE-96 EMPR IMOB L | 7 | - | - | - | |||||
G030 | GAFISA SPE-97 EMPR IMOB L | 8 | - | - | - | |||||
G040 | GAFISA SPE-98 EMPR IMOB L | 8 | - | - | - | |||||
G050 | GAFISA SPE-99 EMPR IMOB L | 8 | - | - | - | |||||
G060 | GAFISA SPE-103 EMPR IMOB | 7 | - | - | - | |||||
G150 | SITIO JATIUCA E IM SPE LT | 1,266 | - | 1,266 | - | |||||
G160 | DEPUT JOSE LAJES EMP IM | 71 | - | 71 | - | |||||
G220 | OAS CITY PARK BROTAS EMPR | 925 | - | 925 | - | |||||
G260 | CITY PARK ACUPE EMP IMOB | 252 | - | 252 | - | |||||
L130 | Gafisa SPE-77 Emp | (180) | 451 | (104) | 620 | |||||
N030 | MARIO COVAS SPE EMPREENDIMENTO | 40 | 40 | (816) | (816) | |||||
N040 | IMBUI I SPE EMPREENDIMENTO IMO | 1 | 1 | 1 | 1 | |||||
N090 | ACEDIO SPE EMPREEND IMOB LTDA | 1 | 1 | 2 | - | |||||
N120 | MARIA INES SPE EMPREEND IMOB. | 1 | 1 | (2) | (2) | |||||
N230 | GAFISA SPE 64 EMPREENDIMENTO I | 1 | 1 | 1 | (149) | |||||
N250 | FIT Jd Botanico SPE Emp. | 1 | 1 | (39) | (39) | |||||
X100 | CIPESA EMPREENDIMENTOS IMOBILI | 12 | 6 | 6 | - | |||||
112,934 | 133,771 | 31,645 | 33,484 | |||||||
Third partys works | ||||||||||
A053 | Camargo Corrêa Dês.Imob SA | 917 | 917 | 917 | 917 | |||||
A103 | Genesis Desenvol Imob S/A | (216) | (216) | (216) | (216) | |||||
A213 | Empr. Icorp. Boulevard SPE LT | 56 | 56 | 56 | 56 | |||||
A243 | Cond. Const. Barra First Class | 31 | 31 | 31 | 31 | |||||
A833 | Klabin Segall S.A. | 532 | 532 | 532 | 532 | |||||
A843 | Edge Incorp.e Part.LTDA | 146 | 146 | 146 | 146 | |||||
A853 | Multiplan Plan. Particip. e Ad | 100 | 100 | 100 | 100 | |||||
A933 | Administ Shopping Nova America | 90 | 90 | 90 | 90 | |||||
A973 | Ypuã Empreendimentos Imob | 200 | 4 | 200 | 4 | |||||
B053 | Cond.Constr. Jd Des Tuiliere | (124) | (124) | (124) | (124) | |||||
B103 | Rossi AEM Incorporação Ltda | 3 | 3 | 3 | 3 | |||||
B293 | Patrimônio Constr.e Empr.Ltda | 307 | 307 | 307 | 307 | |||||
B323 | Camargo Corrêa Dês.Imob SA | 39 | 39 | 39 | 39 | |||||
B353 | Cond Park Village | (107) | (107) | (107) | (107) | |||||
B363 | Boulevard0 Jardins Empr Incorp | (89) | (89) | (89) | (89) | |||||
B383 | Rezende Imóveis e Construções | 809 | 809 | 809 | 809 | |||||
B393 | São José Constr e Com Ltda | 543 | 543 | 543 | 543 | |||||
B403 | Condominio Civil Eldorado | 276 | 276 | 276 | 276 | |||||
B423 | Tati Construtora Incorp Ltda | 286 | 286 | 286 | 286 | |||||
B693 | Columbia Engenharia Ltda | 431 | 431 | 431 | 431 | |||||
B753 | Civilcorp Incorporações Ltda | 4 | 4 | 4 | 4 | |||||
B773 | Waldomiro Zarzur Eng. Const.Lt | 1,801 | 1,801 | 1,801 | 1,801 | |||||
B783 | Rossi Residencial S/A | 431 | 431 | 431 | 431 |
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Parent | ||||||||||
CURRENT ACCOUNT | company | Consolidated | ||||||||
9/30/2009 | 6/30/2009 | 9/30/2009 | 6/30/2009 | |||||||
B863 | RDV 11 SPE LTDA. | (781) | (781) | (781) | (781) | |||||
B913 | Jorges Imóveis e Administrações | 1 | 1 | 1 | 1 | |||||
C273 | Camargo Corrêa Dês.Imob SA | (661) | (669) | (661) | (669) | |||||
C283 | Camargo Corrêa Dês.Imob SA | (323) | (323) | (323) | (323) | |||||
C433 | Patrimônio Const Empreend Ltda | 155 | 155 | 155 | 155 | |||||
D963 | Alta Vistta Maceio (Controle) | 3,960 | 3,614 | 3,960 | 3,614 | |||||
D973 | Forest Ville (OAS) | 813 | 807 | 813 | 807 | |||||
D983 | Garden Ville (OAS) | 272 | 269 | 272 | 269 | |||||
E093 | JTR - Jatiuca Trade Residence | 4,796 | 4,361 | 4,796 | 4,361 | |||||
E103 | Acquarelle (Controle) | 15 | (33) | 15 | (33) | |||||
E133 | Riv Ponta Negra - Ed Nice | 1,748 | 812 | 1,748 | 812 | |||||
E313 | Palm Ville (OAS) | 200 | 185 | 200 | 185 | |||||
E323 | Art Ville (OAS) | 273 | 196 | 273 | 196 | |||||
E503 | Oscar Freire Open View | (282) | (97) | (282) | (97) | |||||
E513 | Open View Galeno de Almeida | (127) | (45) | (127) | (45) | |||||
F323 | Incons Empreend. Imob. SP | 4,646 | 500 | 4,646 | 500 | |||||
F833 | Carlyle RB2 AS | (1,774) | (335) | (1,774) | (335) | |||||
F873 | Partifib P. I. Fiorata Lt | (488) | (488) | (488) | (488) | |||||
F883 | Partifib P. I. Volare Ltda | (373) | (374) | (373) | (374) | |||||
Other | - | (416) | - | - | ||||||
18,536 | 13,609 | 18,536 | 14,025 | |||||||
Grand total | 89,538 | 111,491 | 8,249 | 11,620 | ||||||
18 Insurance
Gafisa S.A. and its subsidiaries maintain insurance policies against engineering risk, barter guarantee, guarantee for the completion of the work and civil liability related to unintentional personal damages caused to third parties and material damages to tangible assets, as well as against fire hazards, lightning strikes, electrical damages, natural disasters and gas explosion. The contracted coverage is considered sufficient by management to cover possible risks involving its assets and/or responsibilities.
19 Segment information
Starting in 2007, following the acquisition, formation and merger of the entities AUSA, FIT Residencial, Bairro Novo and Tenda, respectively, the Company's management assesses segment information on the basis of different business segments rather than geographic regions of its operations.
The Company's chief executive officer, who is responsible for allocating resources among the businesses and monitoring their progress, uses economic present value data, which is derived from a combination of historical and forecasted operating results. The Company provides below a measure of historical profit or loss, selected segment assets and other related information for each reporting segment.
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This information is gathered internally and used by management to develop economic present value estimates, provided to the chief executive officer for making operating decisions, including the allocation of resources among segments. The information is derived from the statutory accounting records which are maintained in accordance with the accounting practices adopted in Brazil. The reporting segments do not separate operating expenses, total assets and depreciation. No revenues from an individual client represented more than 10% of net sales and/or services.
09/30/2009 | ||||||||
Gafisa S.A. (*) | TENDA | AUSA | Total | |||||
Net operating revenue | 1,218,156 | 726,098 | 180,552 | 2,124,806 | ||||
Operating costs | (909,191) | (496,226) | (118,223) | (1,523,640) | ||||
Gross profit | 308,965 | 229,872 | 62,329 | 601,166 | ||||
Gross margin - % | 25.4% | 31.7% | 34.5% | 28.3% | ||||
Net income for the period | 112,831 | 33,563 | 11,824 | 158,218 | ||||
Receivables from clientes | ||||||||
(current and non current | ||||||||
term) | 2,113,616 | 1,059,130 | 207,664 | 3,380,410 | ||||
Properties for sale | 1,251,641 | 357,130 | 153,661 | 1,762,432 | ||||
Other assets | 774,723 | 967,412 | 46,562 | 1,788,697 | ||||
Total assets | 4,139,980 | 2,383,672 | 407,887 | 6,931,539 | ||||
(*) Includes all subsidiaries, except Tenda and Alphaville Urbanismo S.A.
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09/30/2008 | ||||||||||
Fit | ||||||||||
Gafisa S.A. (*) | AUSA | Residencial | Bairro Novo | Total | ||||||
Net operating revenue | 951,808 | 169,247 | 70,718 | 786 | 1,192,559 | |||||
Operating costs | (652,491) | (109,253) | (51,919) | (538) | (814,201) | |||||
Gross profit | 299,317 | 59,994 | 18,799 | 248 | 378,358 | |||||
Gross margin - % | 31.4% | 35.4% | 26.6% | 31.6% | 31.7% | |||||
Net income for the period | 100,880 | 18,307 | (15,442) | (6,669) | 97,076 | |||||
Receivables from clientes | ||||||||||
(current and non current | ||||||||||
term) | 1,354,677 | 145,520 | 61,147 | 789 | 1,562,133 | |||||
Properties for sale | 1,257,997 | 117,201 | 161,474 | 3,049 | 1,539,721 | |||||
Other assets | 1,252,357 | 48,382 | 59,567 | 6,070 | 1,366,376 | |||||
Total assets | 3,865,031 | 311,103 | 282,188 | 9,908 | 4,468,230 | |||||
(*) Includes all subsidiaries, except Construtora Tenda S.A., Alphaville Urbanismo S.A., and Fit Residencial. |
20 Subsequent events
(i) Issuance of simple debentures in the total amount of R$ 600,000
At the Board of Directors Meeting held on October 15, 2009, the seventh issuance of non-convertible simple debentures was approved in a single and undivided lot, sole series, in the total amount of R$ 600,000, maturing in five years counted from the date of issuance, in order to finance the building of real estate ventures.
(ii) Proposal for merger of all shares of subsidiary Construtora Tenda
On October 21, 2009 the Company informed that it intends to present to its shareholders a proposal for merging all shares of its subsidiary Tenda, which conditions are still being negotiated with the Independent Committee.
The Management has the understanding that the adequate exchange rate would be between 0.188 and 0.200 share of Gafisa for 1 share of Tenda. In case the parties negotiate terms that are mutually satisfactory, the respective Board of Directors will call a shareholders meeting up to November 20, 2009 for resolving about the merger.
If such merger is approved, Tenda will become a wholly-owned subsidiary of Gafisa, accordingly, its shares will no longer be traded on the Novo Mercado of BM&FBOVESPA, keeping its public company registration.
* * *
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FEDERAL GOVERNMENT SERVICE | ||||
BRAZILIAN SECURITIES COMMISSION (CVM) | ||||
QUARTERLY INFORMATION - ITR | Corporate Legislation | |||
TYPE OF COMPANY: COMMERCIAL, INDUSTRIAL AND OTHERS | Base Date - 09/30/2009 | |||
01610-1 GAFISA S/A | 01.545.826/0001-07 | |||
7.01 COMMENT ON THE COMPANY PERFORMANCE IN THE QUARTER | ||||
SEE 12.01 - COMMENT ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER. |
Page: 1
Gafisa Reports Third Quarter 2009 Results
--- Sales reached to R$800 million, a 48% increase over 3Q08 ---
--- EBITDA Grows 157% to R$179 million, 20.4% Margin on Revenue of R$877 million ---
--- Adjusted Net Income of R$ 88.6 million, 10.1% adjusted net margin ---
--- Over R$1.1 billion in Cash and Equivalents ---
FOR IMMEDIATE RELEASE - São Paulo, November 5th, 2009 Gafisa S.A. (Bovespa: GFSA3; NYSE: GFA), Brazils leading diversified national homebuilder, today reported financial results for the third quarter ended September 30, 2009. The financial statements were prepared and presented in accordance with Brazilian GAAP and in Brazilian Reais (R$). Only financial data derived from the Companys accounting system were subject to review by the Companys auditors. Operating and financial information not directly linked to the accounting system (i.e., launches, pre-sales, average sales price, land bank, PSV and others) or non-BR GAAP measures were not reviewed by the auditors. Additionally, financial statements and operating information consolidate the numbers for Gafisa and its subsidiaries, and refer to Gafisas stake (or participation) in its developments. The third quarter of 2008 has been adjusted in accordance with Law 11638, which brings accounting standards closer to the IFRS, for comparison purposes to the third quarter of 2009.
Commenting on the third quarter highlights, Wilson Amaral, CEO of Gafisa, said: The gradual recovery in the economic climate and real estate market during the quarter supported the Companys strong sales and net revenue performance that positively impacted the Companys adjusted EBITDA margin of 20.4%, a 140 basis point increase when compared to the previous quarter. This improvement also reflects Tendas leadership and capacity to innovate in the affordable housing segment as it both doubled its quarterly pre-sales as compared to the prior year.
Amaral added, Through the third quarter of 2009, we proceeded conservatively by prioritizing the sales of inventory and the conservation of cash while we consolidated our scalable operating platform which is able to meet the housing needs of Brazilians through leading industry brands in each segment. We are now poised to accelerate launches in the fourth quarter in all of our companies. We expect total launches to be two times higher than the 3Q09 figure and have already picked up the pace of launches in October which reached R$367 million. Based on our expectations for an active fourth quarter and the performance already achieved through the 3Q08, we reaffirm the guidance for 2009 with consolidated sales in the range of R$2.7 to R$3.2 billion.
Operating & Financial Highlights | ||
IR Contact Luiz Mauricio de Garcia Paula Email: ri@gafisa.com.br IR Website: www.gafisa.com.br/ir 3Q09 Earnings Results Conference Call Friday, November 6, 2009 > In English 9:00 AM US EST 12:00 PM Brasilia Time Phones: +1 800 860-2442 (US only) +1 412 858-4600 (other countries) Code: Gafisa > In Portuguese 7:00 AM US EST 10:00 AM Brasilia Time Phone: +55 (11) 2188-0188 Code: Gafisa |
Pre-sales from the quarters launches and inventory reached R$800.2 million for the quarter, a 48% increase over 3Q08. 9M09 pre-sales was R$2.2 billion, a 12% increase when compared to the same period of last year. |
|
Launches totaled R$514.3 million for the quarter, a decline of 43% as compared to the third quarter of 2008. For the fourth quarter of 2009, the Company expects to accelerate launches that could be two times higher than the 3Q09, due to the strong improvement of market conditions. |
||
Net operating revenues, recognized by the Percentage of Completion (PoC) method, rose 131% to R$877.1 million from R$378.9 million in the 3Q08. |
||
3Q09 Adjusted EBITDA reached R$179.1 million (20.4% margin), a 157% increase compared to Adjusted EBITDA of R$69.8 million (19.0% margin) reached in 3Q08, mainly due to the strong performance of Gafisa and Tendas improved results. |
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Other operating net expense was R$40.0 million, mainly due to a contingency related to Gafisas previous shareholder. |
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Net Income before minorities and stock option expenses was R$88.6 million for the quarter, (10.1% adjusted net margin), an increase of 136% compared with R$37.6 million in 3Q08. |
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The Backlog of Revenues to be recognized under the PoC method reached R$2.9 billion, a 47% increase over 3Q08. The Backlog Margin to be recognized reached 35.0%. |
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Gafisas consolidated land bank was R$15.3 billion at 3Q09, a decline of 6% over 3Q08, reflecting the conservative approach to launches taken through 3Q09. |
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Gafisas consolidated cash position exceeded R$1.1 billion at the end of September, facilitating the Companys ability to fund and execute its growth strategy. | ||
On October 22, the Company announced that it intends to merge into Gafisa all of the shares of its subsidiary, CONSTRUTORA TENDA S.A. |
Page: 1 |
CEO Commentary and Corporate Highlights for 3Q2009 |
The outlook for homebuilders brightened considerably during the third quarter as investor optimism towards Brazil returned and public institutions, such as BNDES and Caixa Economica Federal (CAIXA), played an important role in accelerating the economic recovery and helping to avert a prolonged recession. Doubts about the availability of credit and the sustainability of demand from homebuyers that prevailed during the first part of the year have now largely dissipated and expectations for a sustained and robust growth cycle prevail. Brazils housing deficit remains very real and is estimated at 7 million families today with continued growth of 1.5 million new households per year. Supported by the expansion of real wages, a fall in unemployment rates, and improving consumer confidence, the homebuilding industrys current challenge is to meet that demand quickly and efficiently. At Gafisa, we have put in place an operational platform that allows for scalability to meet demand, invested in human capital, optimized our balance sheet and consolidated our leading brands that serve a cross-segment of Brazils population, all to facilitate our growth plan. We have the infrastructure in place to significantly increase our launch capacity in the fourth quarter of the year and look forward to a strong 2010.
The operating environment is favorable and bodes well for all homebuilders. With three investment grade ratings now in place from Standard & Poors, Moodys and Fitch, a historically low Central Bank Selic rate at just 8.75%, and continued normalization of credit markets evidenced by the success of a number of recent equity and debt offerings, it appears that adequate levels of financing are available from an array of sources. At the same time, CAIXA has renewed its commitment to providing flexible and affordable financing by adding R$3 billion of FGTS funding for a total of R$6 billion for homebuilding. These funds are available to accelerate the construction process in order to achieve their goal of 1 million affordable entry-level homes by 2010. In addition to TENDAs R$600 million debenture issued under this program earlier in the year, Gafisa expects to close a debenture in the amount of up to R$600 million for financing of units up to R$500,000 throughout the country.
With respect to mortgage availability and affordability, we are seeing very positive signs of renewed capacity from both the commercial banks as well as CAIXA and Banco do Brasil. And, this will benefit many Brazilians as we see an increased pace of overall labor hiring. The Labor Ministry expects the pace of hiring to increase in the fourth quarter after over 253,000 new jobs were created in September 2009, the fastest pace in over a year. Terms and conditions continue to improve for Brazilians acquiring middle and upper segment housing with 30 year mortgages and rates as low as TR + 8% currently available. The pool of funds available for unsubsidized mortgages grew in September due to the all time high savings topping R$4 billion, 65% of which must be used by commercial banks to fund mortgages. As well, at the beginning of the fourth quarter, the affordable entry-level segment received a boost with the governments announcement of a significant expansion in the number of cities eligible to receive subsidies and raising the unit price caps for most cities. This is expected to result in providing access to an additional 39 million more inhabitants across the country to first time homes. For 2010, we expect additional funding of R$ 7 billion to be committed to the MCMV program based on the Planning Ministrys proposal which is included in the Congressional budget for next year.
At Gafisa, we have spent the last four years building a solid platform to serve the diverse housing needs of Brazils families. TENDA, which has spent much of the year restructuring and optimizing operations, putting a solid funding capacity in place, solidifying relationships with CAIXA, and launching innovative products for its market is poised to capture the enormous opportunity at the lower end of the market. Alphaville and Gafisa, which through the first half of 2009 operated conservatively given the global financial crisis, are now geared up to accelerate launches for the fourth quarter to meet the renewed demand of the mid and upper end segments representing a market potential of R$100 billion per year. With the World Cup to be held in Brazil and the Olympics in Rio de Janeiro, there will be very sizeable investments in infrastructure. We expect to benefit from our strong position in all segments and leverage our strong land bank and network of relationships in that state going forward.
On October 22th we announced our intention to fully incorporate Tenda, which will provide reductions in costs and SG&A expenses, among other benefits to the combined companies, adding value for both Gafisas and Tendas shareholders. According to the preliminary timeline, we expect to have the final approval by the end of the year. Based on our strategy and the Companys developments, we believe that we are well-positioned to continue to fund future growth. On a consolidated basis we ended the quarter with $1.1 billion in cash and our financing capacity could soon increase with the issuance of a debenture from CAIXA of up to R$600 million.
In summary, we are very optimistic about the opportunities in our sector and for Brazil overall. Gafisas geographic and segment diversification strategies give it flexibility in execution, as does our investment in human talent which includes over 450 engineers in training and another 250 in the field managing over 250 projects throughout the country. Our combination of agility and scale, backed by a solid balance sheet, large land reserves, and a commitment to human talent will ensure the Companys ability to continue to grow and deliver high returns for our shareholders, while also helping to bridge the gap for needed housing in Brazil.
Wilson Amaral
CEO -- Gafisa S.A.
Page: 2 |
Recent Developments |
Strong Sales Performance of Mid/Mid-high Segments: Sales during the quarter continued to be driven by all segments of Gafisas product portfolio. In addition, Gafisa continues to experience strong sales of the mid/mid-high level products of Gafisa and Alphaville. Indicative of the demand recovery at the mid and higher end, were our third quarter launches in São Paulo and Salvador. Already 100% sold, the Magno project in São Paulo which was launched in September will accelerate the start of construction by two months. And, in Salvador, mid-level developments Acupe and Brotas, experienced an 85% sales rate within the first month and a sell-out on its first day of launch, respectively.
Affordable Entry-Level Segment: After a strong sales recovery during the second quarter, bolstered by the announcement and associated marketing of the government backed Minha Casa Minha Vida (MCMV) program to boost the construction and sales of affordable entry-level housing, TENDA was able to maintain a similarity brisk level of sales during the third quarter at R$358 million on 4.114 units of sales at an average price of approximately R$87 thousand. With the lowest price points in the industry, TENDAs customers are able to benefit from the strong subsidies provided by the MCMV housing program. Additionally, an October 1st announcement by the government expanded the number of cities currently eligible to receive subsidies and raised the unit price caps for most cities resulting in a larger share of the population that will now be able to access subsidies to purchase their first homes. The announcement included additional geographic expansion beginning in January 2010 bringing to 14 the number of state capitals with a unit price cap to be raised to R$130,000. Currently the only three capitals eligible at that level are São Paulo, Rio and Brasilia. With a national presence and designation as a CAIXA Bank Representative in 6 regions, TENDA is well-positioned to leverage this expanded opportunity for growth.
TENDA and CAIXA: TENDA is currently certified as a banking representative in six major regions (São Paulo, Rio de Janeiro, Minas Gerais, Rio Grande do Sul, Distrito Federal and Baixada Santista). Approximately 77% of Tendas Pre-Sales in the 3Q09 took place in these key regions. TENDA is in the process of expanding its certification as a bank representative in other regions where it currently operate to continue to facilitate a more efficient sales and financing process.
Diversified Geographies and Products: In December 2006, the Gafisa-brand, higher income product represented 100% of the Companys revenues, pre-sales and launches and the Company was present in 10 states and 16 cities with a total of 70 developments. At the end of the third quarter 2009, a more diversified and balanced portfolio prevailed. Gafisas mid/mid-high products represent 38% of launches and 48% of pre-sales, while TENDAs affordable offerings represent 56% of launches and 45% of pre-sales. The Companys well-known brands are now present in 21 states.
Execution Capacity: During the quarter, Gafisa and its subsidiaries managed the construction of 250 projects in 100 cities. The national work force is bolstered by Gafisas focus on recruitment and high quality training. The Company currently has over 450 engineers in training and 250 in the field managing construction projects. The Companys renowned management training program brings in up to 40 young leaders for 2010 to be deployed throughout the organization and its subsidiaries.
R$600 Million Debenture: On October 15th, 2009 Gafisa called for an Extraordinary General Shareholders Meeting to approve the issuance of a debenture from CAIXA in the amount of up to R$600 million to fund additional projects. Final terms are expected to be announced shortly. The debenture will act as a revolving line of credit, allowing Gafisa to fund up to 90% of the total project cost including land and construction costs of units up to R$500,000 in sales price. Financing terms will depend on the number of units priced up to R$130,000 with debenture proceeds to carry a rate of TR+8% and units of R$130,000 to R$500,000 with debenture proceeds to carry a rate of TR+10%. Projects will be utilized as a financing guarantee and the transaction is expected to be completed and start to fund during the fourth quarter. Gafisa is a beneficiary of the Governments recently renewed commitment to funding the construction of affordable homes by doubling to R$6 billion the amount of FGTS funds available for use to finance home building.
Merger of All TENDAs Shares: On October 22, the Company announced that it intends to merge all of its subsidiary CONSTRUTORA TENDA S.A.s shares into Gafisa which currently controls 60% of TENDA. The transaction is expected to result in significant scale advantages and reductions in costs and SG&A expenses, among other benefits to the combined companies. An independent special committee of TENDAs was formed to evaluate the transaction and Gafisa expects to present to its shareholders for approval the terms of the transaction by the end of 2009.
Page: 3 |
Operating and Financial Highlights (R$000) | 3Q09 | 3Q08 | Var. (%) | 9M09 | 9M08 | Var. (%) | ||||||
Launches (%Gafisa) | 514,346 | 898,657 | -42.8% | 1,300,871 | 3,525,380 | -63.1% | ||||||
Launches (100%) 1) | 606,463 | 1,040,362 | -41.7% | 1,527,298 | 4,153,232 | -63.2% | ||||||
Launches, units (%Gafisa) | 3,621 | 5,341 | -32.2% | 6,930 | 25,890 | -73.2% | ||||||
Launches, units (100%) 1) | 3,931 | 5,934 | -33.8% | 7,724 | 28,475 | -72.9% | ||||||
Contracted sales (%Gafisa) | 800,247 | 540,993 | 47.9% | 2,194,124 | 1,962,368 | 11.8% | ||||||
Contracted sales (100%) 1) | 961,238 | 650,865 | 47.7% | 2,587,790 | 2,348,461 | 10.2% | ||||||
Contracted sales, units (% Gafisa) | 5,545 | 3,455 | 60.5% | 15,520 | 12,967 | 19.7% | ||||||
Contracted sales, units (100%) 1) | 6,340 | 3,900 | 62.6% | 17,251 | 14,433 | 19.5% | ||||||
Net revenues | 877,101 | 378,986 | 131.4% | 2,124,806 | 1,192,560 | 78.2% | ||||||
Gross profit | 255,174 | 132,622 | 92.4% | 601,166 | 378,359 | 58.9% | ||||||
Gross margin | 29.1% | 35.0% | -590 bps | 28.3% | 31.7% | -343 bps | ||||||
Adjusted Gross Margin 2) | 31.6% | 36.7% | -508 bps | 31.2% | 34.2% | -300 bps | ||||||
Adjusted EBITDA 3) | 179,140 | 69,788 | 156.7% | 429,754 | 218,200 | 97.0% | ||||||
Adjusted EBITDA margin 3) | 20.4% | 18.4% | 201 bps | 20.2% | 18.3% | 193 bps | ||||||
Adjusted Net profit 4) | 88,574 | 37,569 | 135.8% | 226,751 | 149,167 | 52.0% | ||||||
Adjusted Net margin 4) | 10.1% | 9.9% | 19 bps | 10.7% | 12.5% | -184 bps | ||||||
Net profit | 63,717 | 14,471 | 340.3% | 158,218 | 97,076 | 63.0% | ||||||
EPS (R$) | 0.49 | 0.11 | 338.5% | 1.21 | 0.75 | 62.3% | ||||||
Number of shares ('000 final) | 130,508 | 129,963 | 0.4% | 130,508 | 129,963 | 0.4% | ||||||
Revenues to be recognized | 2,905,355 | 1,971,206 | 47.4% | 2,905,355 | 1,971,206 | 47.4% | ||||||
Results to be recognized 5) | 1,015,495 | 711,313 | 42.8% | 1,015,495 | 711,313 | 42.8% | ||||||
REF margin 5) | 35.0% | 36.1% | -113 bps | 35.0% | 36.1% | -113 bps | ||||||
Net debt and Investor obligations | 1,732,040 | 894,034 | 93.7% | 1,732,040 | 894,034 | 93.7% | ||||||
Cash and availabilities | 1,099,687 | 777,428 | 41.5% | 1,099,687 | 777,428 | 41.5% | ||||||
Equity | 1,783,476 | 1,638,442 | 8.9% | 1,783,476 | 1,638,442 | 8.9% | ||||||
Equity + Minority shareholders | 2,336,365 | 1,684,419 | 38.7% | 2,336,365 | 1,684,419 | 38.7% | ||||||
Total assets | 6,931,539 | 4,468,230 | 55.1% | 6,931,539 | 4,468,230 | 55.1% | ||||||
(Net debt + Obligations) / (Equity + Minorities) | 74.1% | 53.1% | 77.7% | 74.1% | 53.1% | 77.7% | ||||||
1) Gafisa's and Alphaville's numbers at 100% and Tenda's numbers at company stake | ||||||||||||
2) Adjusted for capitalized interest | ||||||||||||
3) Adjusted for expenses with stock options plans (non-cash) | ||||||||||||
4) Adjusted for expenses with stock options plans (non-cash) and minority shareholders | ||||||||||||
5) Results to be recognized net from PIS/Cofins - 3.65%; excludes the AVP method introduced by law 11638 | ||||||||||||
Page: 4 |
Launches |
In the 3Q09, Gafisa took a conservative approach to new launch activity while preparing to increase its launches in the 4Q09 in light of the market recovery. During 3Q09, consolidated launches totaled R$514 million, a decline of 43% as compared to 3Q08. 55% of Gafisa launches were projects with price per unit below R$500 thousand, while nearly 42% of Tendas launches had prices per unit below R$130 thousand. The Gafisa segment was responsible for 38% of launches, Alphaville accounted for 6% and Tenda for the remaining 56%.Company
The tables below detail new projects launched in the third quarters and 9M of 2009 and 2008:
Table 1 - Launches per company per region | ||||||||||||||
%Gafisa - R$000 | 3Q09 | 3Q08 | Var. (%) | 9M09 | 9M08 | Var. (%) | ||||||||
Gafisa | São Paulo | 52,841 | 185,208 | -71% | 368,100 | 637,489 | -42% | |||||||
Rio de Janeiro | - | 137,016 | -100% | 63,202 | 330,900 | -81% | ||||||||
Other | 143,735 | 177,385 | -19% | 255,634 | 617,554 | -59% | ||||||||
Total | 196,576 | 499,609 | -61% | 686,936 | 1,585,943 | -57% | ||||||||
Units | 953 | 1,122 | -15% | 2,335 | 4,234 | -45% | ||||||||
Alphaville | São Paulo | - | - | --- | 46,570 | - | --- | |||||||
Rio de Janeiro | - | - | --- | 35,896 | 29,343 | 22% | ||||||||
Other | 29,135 | 50,937 | -43% | 51,016 | 181,992 | -72% | ||||||||
Total | 29,135 | 50,937 | -43% | 133,482 | 211,335 | -37% | ||||||||
Units | 205 | 286 | -28% | 645 | 1,382 | -53% | ||||||||
Tenda 1) | São Paulo | 115,499 | 128,072 | -10% | 171,256 | 380,271 | -55% | |||||||
Rio de Janeiro | 46,800 | 117,837 | -60% | 129,074 | 453,626 | -72% | ||||||||
Other | 126,336 | 102,201 | 24% | 180,123 | 894,204 | -80% | ||||||||
Total | 288,635 | 348,110 | -17% | 480,453 | 1,728,102 | -72% | ||||||||
Units | 2,463 | 3,933 | -37% | 3,951 | 20,274 | -81% | ||||||||
Consolidated | Total - R$000 | 514,346 | 898,657 | -43% | 1,300,871 | 3,525,380 | -63% | |||||||
Total - Units | 3,621 | 5,341 | -32% | 6,930 | 25,890 | -73% | ||||||||
Table 2 - Launches per company per unit price | ||||||||||||||
%Gafisa - R$000 | 3Q09 | 3Q08 | Var. (%) | 9M09 | 9M08 | Var. (%) | ||||||||
Gafisa | ≤ R$500K | 107,790 | 286,561 | -62% | 323,372 | 1,005,811 | -68% | |||||||
> R$500K | 88,786 | 213,048 | -58% | 363,564 | 580,132 | -37% | ||||||||
Total | 196,576 | 499,609 | -61% | 686,936 | 1,585,943 | -57% | ||||||||
Alphaville | > R$100K; R$500K | 29,135 | 50,937 | -43% | 133,482 | 211,335 | -37% | |||||||
Total | 29,135 | 50,937 | -43% | 133,482 | 211,335 | -37% | ||||||||
Tenda 1) | ≤ R$130K | 121,427 | 310,185 | -61% | 352,715 | 1,589,007 | -78% | |||||||
> R$130K | 167,208 | 37,925 | 341% | 127,739 | 139,094 | -8% | ||||||||
Total | 288,635 | 348,110 | -17% | 480,453 | 1,728,102 | -72% | ||||||||
Consolidated | 514,346 | 898,657 | -43% | 1,300,871 | 3,525,380 | -63% | ||||||||
1) Includes Tenda, Fit Residencial and Bairro Novo in 2008 |
Page: 5 |
Pre-Sales |
Pre-sales (net of cancelations) reached R$800 million, a 48% increase compared to R$541 million in 3Q08, and were equivalent to 156% of launches. The Gafisa segment was responsible for 48% of total pre-sales, while Alphaville and Tenda accounted for 7% and 45% respectively. Considering Gafisas pre-sales, 62% corresponded to units priced below R$500 thousand, while 87% of Tendas pre-sales came from units priced below R$130 thousand. Overall, sales from inventory were robust. Pre-sales for projects launched before 2009 accounted for 61% of our total consolidated sales.
The tables below illustrate a detailed breakdown of our pre-sales for the third quarter and 9M of 2008 and 2009:
Table 3 - Sales per company per region | ||||||||||||||
%Gafisa - R$000 | 3Q09 | 3Q08 | Var. (%) | 9M09 | 9M08 | Var. (%) | ||||||||
Gafisa | São Paulo | 176,404 | 134,978 | 31% | 521,771 | 454,730 | 15% | |||||||
Rio de Janeiro | 58,160 | 57,618 | 1% | 192,898 | 250,911 | -23% | ||||||||
Other | 149,130 | 117,694 | 27% | 328,827 | 339,013 | -3% | ||||||||
Total | 383,694 | 310,290 | 24% | 1,043,496 | 1,044,654 | 0% | ||||||||
Units | 1,150 | 1,054 | 9% | 2,979 | 2,961 | 1% | ||||||||
Alphaville | São Paulo | 10,884 | 954 | 1041% | 54,856 | 6,562 | 736% | |||||||
Rio de Janeiro | 12,334 | 4,978 | 148% | 33,055 | 10,200 | 224% | ||||||||
Other | 34,992 | 46,655 | -25% | 84,637 | 167,722 | -50% | ||||||||
Total | 58,210 | 52,587 | 11% | 172,549 | 184,484 | -6% | ||||||||
Units | 281 | 364 | -23% | 904 | 1,001 | -10% | ||||||||
Tenda 1) | São Paulo | 143,094 | 46,065 | 211% | 365,612 | 191,218 | 91% | |||||||
Rio de Janeiro | 67,861 | 9,660 | 603% | 177,556 | 151,590 | 17% | ||||||||
Other | 147,388 | 122,392 | 20% | 434,910 | 390,422 | 11% | ||||||||
Total | 358,343 | 178,117 | 101% | 978,079 | 733,230 | 33% | ||||||||
Units | 4,114 | 2,036 | 102% | 11,637 | 9,007 | 29% | ||||||||
Consolidated | Total - R$000 | 800,247 | 540,994 | 48% | 2,194,124 | 1,962,368 | 12% | |||||||
Total - Units | 5,545 | 3,455 | 61% | 15,520 | 12,969 | 20% | ||||||||
1) Includes Tenda, Fit Residencial and Bairro Novo in 2008 | ||||||||||||||
Table 4 - Sales per company per unit price - PSV | ||||||||||||||
%Gafisa - R$000 | 3Q09 | 3Q08 | Var. (%) | 9M09 | 9M08 | Var. (%) | ||||||||
Gafisa | ≤ R$500K | 237,137 | 259,225 | -9% | 672,629 | 684,800 | -2% | |||||||
> R$500K | 146,557 | 51,065 | 187% | 370,867 | 359,853 | 3% | ||||||||
Total | 383,694 | 310,290 | 24% | 1,043,496 | 1,044,653 | 0% | ||||||||
Alphaville | > R$100K; ≤ R$500K | 58,210 | 52,587 | 11% | 172,549 | 184,484 | -6% | |||||||
Total | 58,210 | 52,587 | 11% | 172,549 | 184,484 | -6% | ||||||||
Tenda 1) | ≤ R$130K | 311,192 | 119,033 | 161% | 856,926 | 636,504 | 35% | |||||||
> R$130K | 47,151 | 59,083 | -20% | 121,153 | 96,726 | 25% | ||||||||
Total | 358,343 | 178,117 | 101% | 978,079 | 733,230 | 33% | ||||||||
Consolidated | Total | 800,247 | 540,994 | 48% | 2,194,124 | 1,962,368 | 12% | |||||||
1) Includes Tenda, Fit Residencial and Bairro Novo in 2008 |
Page: 6 |
Table 5 - Sales per company per unit price - Units | ||||||||||||||
%Gafisa - Units | 3Q09 | 3Q08 | Var. (%) | 9M09 | 9M08 | Var. (%) | ||||||||
Gafisa | ≤ R$500K | 920 | 986 | -7% | 2,431 | 2,482 | -2% | |||||||
> R$500K | 230 | 68 | 236% | 549 | 479 | 15% | ||||||||
Total | 1,150 | 1,054 | 9% | 2,979 | 2,961 | 1% | ||||||||
Alphaville | > R$100K; ≤ R$500K | 281 | 364 | -23% | 904 | 1,001 | -10% | |||||||
Total | 281 | 364 | -23% | 904 | 1,001 | -10% | ||||||||
Tenda 1) | ≤ R$130K | 3,799 | 1,658 | 129% | 10,846 | 8,404 | 29% | |||||||
> R$130K | 316 | 378 | -17% | 791 | 603 | 31% | ||||||||
Total | 4,114 | 2,036 | 102% | 11,637 | 9,007 | 29% | ||||||||
Consolidated | Total | 5,545 | 3,455 | 61% | 15,520 | 12,969 | 20% | |||||||
1) Includes Tenda, Fit Residencial and Bairro Novo in 2008 |
Sales Velocity |
In this quarter, Tendas sales velocity was affected by the reintroduction of 3,587 units that were previously blocked within the inventory. Such units and the associated projects were examined to determine compliance with Tendas minimum economic and financial performance standards. The PSV of these units was reevaluated to better reflect their market value and also adjusted by the INCC (The National Civil Construction Price Index) for the period. Tenda maintain approximately 3,500 units from projects and phases not available for sale out of the inventory, and will continue to do so until they are available for sale again through Tendas retail store network.
The consolidated company attained a sales velocity of 22.1% in the third quarter of 2009 following a velocity of 24% in the 2Q09. While Gafisa sales velocity increased as compared to the previous period, the overall company velocity is down mainly due to Tendas adjustment and fewer Alphaville launches during the quarter. Without Tendas impact the consolidated sales velocity would be 25%.
Table 6 - Sales velocity per company | ||||||
R$ million | Inventories beginning | *Inventory Release | Inventories end | |||
of period | Launches | Sales | + Other | of period | Sales velocity | |
Gafisa | 1,541.8 | 196.6 | 383.7 | 3.5 | 1,358.1 | 22.0% |
AlphaVille | 203.4 | 29.1 | 58.2 | 6.6 | 180.9 | 24.3% |
Tenda | 934.0 | 288.6 | 358.3 | 411.6 | 1,275.9 | 21.9% |
Total | 2,679.2 | 514.3 | 800.2 | 421.7 | 2,814.9 | 22.1% |
Table 7 - Sales velocity per launch date | |||
3Q09 | |||
Inventories end of | Sales | ||
period | Sales | velocity | |
2009 launches | 630,418 | 310,368 | 33.0% |
2008 launches | 1,374,024 | 234,995 | 14.6% |
2007 launches | 618,656 | 210,753 | 25.4% |
2006 launches | 191,846 | 44,132 | 18.7% |
Total | 2,814,944 | 800,247 | 22.1% |
Operations |
Gafisas geographic reach and execution capacity is substantial. The Company is upholding and extending its reputation for delivering projects according to schedule and budget, and was present in 21 different states, with 250 projects under development at the close of the third quarter.
Gafisa and its subsidiaries continue to selectively launch successful projects in new regions and in multiple market segments, maximizing returns in accordance with market demand.
Completed Projects |
Page: 7 |
During the third quarter, Gafisa completed 26 projects with 2,867 units equivalent to a PSV of R$403 million. Gafisa and Alphaville delivered 5 and 3 projects respectively and Tenda delivered the remaining 18.
Since 1Q09 the Company has delivered 88 projects, representing 8,766 units and a PSV of R$ 1.2 billion.
Table 8 - Completed projects | ||||||||
Number of | PSV | Units | ||||||
Projects |
Completed | (%Gafisa - R$ million) | (%Gafisa) | |||||
Gafisa | 5 | 3Q09 | 170.3 | 392 | ||||
Gafisa | 6 | 2Q09 | 263.7 | 856 | ||||
Gafisa | 5 | 1Q09 | 239.5 | 543 | ||||
Total | 16 | 673.5 | 1,791 | |||||
Alphaville | 3 | 3Q09 | 129.8 | 1,058 | ||||
Alphaville | 1 | 2Q09 | 43.1 | 390 | ||||
Alphaville | 1 | 1Q09 | 31.6 | 654 | ||||
Total | 5 | 204.5 | 2,102 | |||||
Tenda | 18 | 3Q09 | 102.7 | 1,417 | ||||
Tenda | 28 | 2Q09 | 169.3 | 2,151 | ||||
Tenda | 21 | 1Q09 | 95.3 | 1,305 | ||||
Total | 67 | 367.3 | 4,873 | |||||
Consolidated | 88 | 1,245.3 | 8,766 | |||||
Land Bank |
The Companys land bank of approximately R$15.3 billion is composed of 313 different sites in 21 states, equivalent to more than 116 thousand units. In line with our strategy, 85% of our land bank was acquired through swaps which require no cash obligations.
The table below shows a detailed breakdown of our current land bank:
Table 9 - Landbank per company per unit price | ||||||||||||||
R$ Million | PSV | %Swap | %Swap | %Swap | Potential units | Potential units | ||||||||
(%Gafisa) | Total | Units | Financial | (%Gafisa) | (100%) | |||||||||
Gafisa | ≤ R$500K | 4,189.8 | 45% | 37% | 8% | 13.9 | 15.7 | |||||||
> R$500K | 2,903.3 | 35% | 32% | 2% | 4.1 | 4.5 | ||||||||
Total | 7,093.1 | 42% | 37% | 8% | 18.0 | 20.1 | ||||||||
Alphaville | > R$100K; ≤ R$500K | 3,336.0 | 96% | 0% | 96% | 21.4 | 38.7 | |||||||
Total | 3,336.0 | 96% | 0% | 96% | 21.4 | 38.7 | ||||||||
Tenda | ≤ R$130K | 3,896.2 | 28% | 28% | 0% | 49.8 | 49.8 | |||||||
> R$130K | 1,021.5 | 5% | 5% | 0% | 5.8 | 5.8 | ||||||||
Total | 4,917.7 | 22% | 22% | 0% | 55.6 | 55.6 | ||||||||
Consolidated | 15,346.8 | 85% | 3% | 82% | 95.0 | 114.4 | ||||||||
Number of projects | |
Gafisa | 131 |
AlphaVille | 38 |
Tenda | 162 |
Total | 331 |
Page: 8 |
Table 10 - Consolidated landbank per region | ||||||
%Gafisa - PSV | ||||||
(R$000) | 3Q09 | 3Q08 | Var. (%) | |||
São Paulo | 5,787,490 | 6,407,112 | -10% | |||
Rio de Janeiro | 2,354,409 | 3,198,783 | -26% | |||
Alagoas | 1,306,752 | 1,153,761 | 13% | |||
Amazonas | 21,539 | 19,699 | 9% | |||
Bahia | 478,053 | 589,121 | -19% | |||
Ceará | 66,530 | --- | --- | |||
Distrito Federal | 839,579 | 792,580 | 6% | |||
Espírito Santo | 246,727 | 230,749 | 7% | |||
Goiás | 342,617 | 281,016 | 22% | |||
Maranhão | --- | 18,067 | --- | |||
Mato Grosso do Sul | 35,783 | 35,783 | 0% | |||
Minas Gerais | 1,097,882 | 1,535,227 | -28% | |||
Pará | 664,072 | 304,693 | 118% | |||
Paraíba | 32,231 | 19,652 | 64% | |||
Paraná | 287,498 | 46,000 | 525% | |||
Pernambuco | 508,791 | 488,069 | 4% | |||
Piauí | 64,775 | --- | --- | |||
Rio Grande do Norte | 83,955 | 67,224 | 25% | |||
Rio Grande do Sul | 827,962 | 647,074 | 28% | |||
Rondônia | --- | 24,177 | --- | |||
Roraima | 32,249 | 51,120 | -37% | |||
Santa Catarina | 177,000 | 177,000 | 0% | |||
Sergipe | 90,905 | 241,368 | -62% | |||
Total | 15,346,798 | 16,328,274 | -6% |
3Q09 - Revenues |
Due to solid sales performance from 3Q09 launched projects and inventories as well as the accelerated pace of construction, the Company was able to recognize substantial Net operating revenues for 3Q09 which rose by 131% to R$877.1 million from R$378.9 million in 3Q08, with Tenda contributing 29% of the consolidated revenues. Without Tendas participation, Gafisas quarterly operating revenues were R$622 million, an 89% increase over 3Q08.
Revenues for the industry are recognized based on actual cost versus total budgeted costs of land and construction (Percentage of Completion method or PoC method).
The table below presents detailed information about pre-sales and recognized revenues by launch year:
Table 11 - Sales vs. Recognized revenues | ||||||||||||||||||
3Q09 | 9M09 | |||||||||||||||||
Sales | % Sales | Revenues | % Revenues | Sales | % Sales | Revenues | % Revenues | |||||||||||
Gafisa | 2009 launches | 199,368 | 45% | 85,869 | 14% | 419,301 | 34% | 84,697 | 6% | |||||||||
2008 launches | 110,676 | 25% | 153,559 | 25% | 371,213 | 31% | 271,468 | 19% | ||||||||||
2007 launches | 101,037 | 23% | 291,328 | 47% | 259,447 | 21% | 571,887 | 41% | ||||||||||
≤ 2006 launches | 30,823 | 7% | 91,348 | 15% | 166,085 | 14% | 470,657 | 34% | ||||||||||
Total Gafisa | 441,904 | 100% | 622,104 | 100% | 1,216,045 | 100% | 1,398,708 | 100% | ||||||||||
Tenda 1) | Total Tenda | 358,343 | --- | 254,997 | --- | 978,079 | --- | 726,098 | --- | |||||||||
Total | 800,247 | 877,101 | 2,194,124 | 2,124,806 | ||||||||||||||
1) Includes Tenda, Fit Residencial and Bairro Novo in 2008 |
3Q09 - Gross Profits |
On a consolidated basis, Gafisas third quarter gross profit totaled R$255.2 million, an increase of 92% over 3Q08 and 33% over 2Q09, reflecting our continued growth and business expansion. The gross margin for 3Q09 reached 29.1% (31.6% w/o
capitalized interest), 590 basis points lower than in 3Q08, mainly due to the SAP enterprise software implementation that reduced the recognition of construction costs in the 3Q08, subsequently adjusted in the 4Q08. When compared to the 2Q09, the
gross margin was 200 basis points higher, mainly due to the improvement of margins at Gafisa/Alphaville.
Without the swap impact, gross margin would be 30.1% .
Page: 9 |
Table 12 - Capitalized interest | ||||||||
Empresa (R$000) | 3Q09 |
3Q08 |
2Q09 | |||||
Gafisa | Initial balance | 89,983 | 59,338 | 90,081 | ||||
Capitalized interest | 14,806 | 13,571 | 14,936 | |||||
Interest transfered to COGS | (17,787) | (6,377) | (15,034) | |||||
Final balance | 87,002 | 66,531 | 89,983 | |||||
Tenda 1) | Initial balance | 7,255 | 426 | 1,443 | ||||
Capitalized interest | 6,272 | 112 | 10,964 | |||||
Interest transfered to COGS | (4,018) | 50 | (5,152) | |||||
Final balance | 9,509 | 588 | 7,255 | |||||
Consolidado | Initial balance | 97,238 | 59,764 | 91,524 | ||||
Capitalized interest | 21,078 | 13,683 | 25,900 | |||||
Interest transfered to COGS | (21,805) | (6,327) | (20,186) | |||||
Final balance | 96,511 | 67,119 | 97,238 | |||||
1) Includes Tenda, Fit Residencial and Bairro Novo in 2008 |
3Q09 Selling, General, and Administrative Expenses (SG&A) |
Third quarter SG&A increased to R$113.2 million, mainly due to Tendas full consolidation and unique sales model, Gafisas expansion and business diversification strategy. As Tenda sales and revenues ramp up in the following quarters, its sales platform costs will be diluted and additionally, its fixed cost ratios improved. When compared to the 3Q08, the Consolidated Selling Expenses/Sales and also the G&A/Net revenue ratios improved, falling respectively by 60 and 140 basis points.
Table 13 - Sales and G&A Expenses per company | |||||||
Company | 3Q09 |
3Q08 |
9M09 |
9M08 | |||
Gafisa | Selling expenses | 27,701 | 29,265 | 74,446 | 75,781 | ||
G&A expenses | 35,604 | 19,162 | 103,436 | 81,499 | |||
SG&A | 63,305 | 48,426 | 177,882 | 157,279 | |||
Selling expenses / Sales | 6.3% | 8.1% | 6.1% | 6.2% | |||
G&A expenses / Sales | 8.1% | 5.3% | 8.5% | 6.6% | |||
SG&A / Sales | 14.3% | 13.3% | 14.6% | 12.8% | |||
Selling expenses / Net revenues | 4.5% | 8.6% | 5.3% | 6.8% | |||
G&A expenses / Net revenues | 5.7% | 5.6% | 7.4% | 7.3% | |||
SG&A / Net revenues | 10.2% | 14.2% | 12.7% | 14.0% | |||
Tenda 1) | Selling expenses | 27,855 | 5,898 | 78,897 | 11,724 | ||
G&A expenses | 21,997 | 11,151 | 69,396 | 23,491 | |||
SG&A | 49,851 | 17,049 | 148,293 | 35,215 | |||
Selling expenses / Sales | 7.8% | 5.5% | 8.1% | 3.6% | |||
G&A expenses / Sales | 6.1% | 10.5% | 7.1% | 7.1% | |||
SG&A / Sales | 13.9% | 16.0% | 15.2% | 10.7% | |||
Selling expenses / Net revenues | 10.9% | 15.8% | 10.9% | 16.4% | |||
G&A expenses / Net revenues | 8.6% | 29.8% | 9.6% | 32.9% | |||
SG&A / Net revenues | 19.5% | 45.6% | 20.4% | 49.2% | |||
Consolidated | Selling expenses | 55,556 | 35,162 | 153,344 | 87,504 | ||
G&A expenses | 57,601 | 30,313 | 172,832 | 104,990 | |||
SG&A | 113,157 | 65,475 | 326,175 | 192,494 | |||
Selling expenses / Sales | 6.9% | 7.5% | 7.0% | 5.6% | |||
G&A expenses / Sales | 7.2% | 6.5% | 7.9% | 6.7% | |||
SG&A / Sales | 14.1% | 14.0% | 14.9% | 12.3% | |||
Selling expenses / Net revenues | 6.3% | 9.3% | 7.2% | 7.3% | |||
G&A expenses / Net revenues | 6.6% | 8.0% | 8.1% | 8.8% | |||
SG&A / Net revenues | 12.9% | 17.3% | 15.4% | 16.1% | |||
1) Includes Tenda, Fit Residencial and Bairro Novo in 2008 |
Page: 10 |
3Q09 Other Operating Results |
In 3Q09, our results show a positive impact of R$12.6 million, net of provisions, being R$ 52.6 million from the gain related to the incorporation of our subsidiary Fit into Tenda that continued to be amortized over the construction of Fit developments at the time of the incorporation. This gain was partially offset by the provisions related to contingencies associated with a former shareholder of Gafisa, which accounted for R$ 37.8 million of the R$40.0 million in net other operating expenses.
3Q09 Adjusted EBITDA |
We adjust our EBITDA for expenses associated with stock options plans, as it represents a non-cash expense. Our Adjusted EBITDA for the third quarter totaled R$179.1 million, 157% higher than the R$69.8 million for 3Q08, with a consolidated adjusted margin of 20.4%, an increase of 200 basis points from 3Q08. Looking strictly at Gafisas business (Gafisa and Alphaville), the adjusted EBITDA margin reached was to 22.8%, while Tendas improved to 14.5% .
Table 14 - Adjusted EBITDA per company | |||||||
(R$000) | 3T09 |
3T08 |
9M09 |
9M08 | |||
Gafisa | Net Profit | 50,958 | 27,665 | 124,656 | 119,187 | ||
(+) Financial result | 30,781 | (2,994) | 54,324 | (39,670) | |||
(+) Income taxes | 22,238 | 16,163 | 48,615 | 47,512 | |||
(+) Depreciation and Amortization | 5,574 | 9,871 | 13,227 | 26,296 | |||
(+) Capitalized interest | 17,787 | 6,377 | 49,627 | 29,012 | |||
(+) Minority shareholders | 13,612 | 16,425 | 31,186 | 35,540 | |||
EBITDA | 140,950 | 73,508 | 321,635 | 217,878 | |||
(+) Stock option plan expenses | 1,105 | 6,673 | 8,886 | 16,550 | |||
Adjusted EBITDA | 142,055 | 80,181 | 330,522 | 234,428 | |||
Net Revenues | 622,104 | 341,629 | 1,398,708 | 1,121,055 | |||
Adjusted EBITDA margin | 22.8% | 23.5% | 23.6% | 20.9% | |||
Tenda | Net Profit | 12,759 | (13,194) | 33,563 | (22,111) | ||
(+) Financial result | 227 | (433) | (1,387) | (447) | |||
(+) Income taxes | 5,731 | 1,753 | 16,288 | 2,945 | |||
(+) Depreciation and Amortization | 4,210 | 1,531 | 10,940 | 3,309 | |||
(+) Capitalized interest | 4,018 | (50) | 11,369 | 75 | |||
(+) Minority shareholders | 8,495 | - | 22,284 | - | |||
EBITDA | 35,440 | (10,393) | 93,057 | (16,228) | |||
(+) Stock option plan expenses | 1,645 | - | 6,176 | - | |||
Adjusted EBITDA | 37,085 | (10,393) | 99,232 | (16,228) | |||
Net Revenues | 254,997 | 37,357 | 726,098 | 71,504 | |||
Adjusted EBITDA margin | 14.5% | -27.8% | 13.7% | -22.7% | |||
Consolidated | Net Profit | 63,717 | 14,471 | 158,218 | 97,076 | ||
(+) Financial result | 31,008 | (3,427) | 52,937 | (40,117) | |||
(+) Income taxes | 27,969 | 17,916 | 64,903 | 50,456 | |||
(+) Depreciation and Amortization | 9,784 | 11,402 | 24,166 | 29,606 | |||
(+) Capitalized interest | 21,805 | 6,327 | 60,996 | 29,087 | |||
(+) Minority shareholders | 22,107 | 16,425 | 53,471 | 35,540 | |||
EBITDA | 176,390 | 63,114 | 414,692 | 201,649 | |||
(+) Stock option plan expenses | 2,750 | 6,673 | 15,062 | 16,550 | |||
Adjusted EBITDA | 179,140 | 69,788 | 429,754 | 218,200 | |||
Net Revenues | 877,101 | 378,986 | 2,124,806 | 1,192,560 | |||
Adjusted EBITDA margin | 20.4% | 18.4% | 20.2% | 18.3% | |||
Note: Gafisa's EBITDA includes negative goodwill amortization (net of provisions) from deal with Tenda (R$14.7 million in the 3Q09 and R$ 77.2 million in the 9M09) | |||||||
1) Includes Fit Residencial and Bairro Novo in 2008 | |||||||
Note 2: EBITDA Margin without the negative goodwill amortization (net of provisions) from Tenda is 18.7% for the 3Q09 and 16.6% for the 9M09 |
3Q09 - Depreciation and Amortization |
Depreciation and amortization in 3Q09 was R$9.8 million, a decline from the R$11.4 million in 3Q08. The Company no longer amortizes goodwill because of a new accounting rule that requires the assessment of such assets on a yearly basis to determine a reserve for impairment.
3Q09 - Financial Results |
Net financial expenses totaled R$31.0 million in 3Q09, compared to a net financial revenue of R$3.4 million in the 3Q08 and a net expense of R$12.7 in the 2Q09. The increase in the 3Q09 was mainly due the higher net debt position, lower interest capitalization and higher spread between the interest paid and received.
Page: 11 |
3Q09 - Taxes |
Income taxes, social contribution and deferred taxes for 3Q09 amounted to R$28.0 million compared to R$17.9 million in 3Q08. The effective tax rate was 25% in 3Q09 and 37% in 3Q08, when the accounting of land for product swaps was introduced.
3Q09 - Adjusted Net Income |
Net income in 3Q09 was R$63.7 million. However, if we consider the adjusted net income (before deduction of expenses related to minority shareholders and stock options) this figure reached R$88.6 million, representing a growth of R$ 51.0 million as compared to the R$37.6 million in the 3Q08 and an adjusted net margin of 10.1% .
3Q09 - Earnings per Share |
Earnings per share were R$0.49 in 3Q09 compared to R$0.11 3Q08, a 338% increase. Shares outstanding at the end of the period were 130.5 million in 3Q09 and 130.0 million in 3Q08.
Backlog of Revenues and Results |
The backlog of results to be recognized under the PoC method reached R$1.0 billion in 3Q09 from R$1.1 billion in 2Q09. Tendas backlog of results to be recognized comprises 40% of the consolidated amount. The consolidated margin in 3Q09 was 35.0%, reflecting a margin of 36.7% from Gafisa and 32.6% from the Tenda business. Tendas margin was adjusted with additional costs and provisions in specific projects booked in the 3Q09 to better reflect its future margins.
The table below shows our revenues, costs and results to be recognized, as well as the expected margin:
Table 15 - Results to be recognized (REF) | ||||||||||||
Empresa (R$000) | 3Q09 | 3Q08 | 2Q09 | 3Q09 x 3Q08 | 3Q09 x 2Q09 | |||||||
Gafisa | Revenues to be recognized | 1,661 | 1,738 | 1,905 | -4.4% | -12.8% | ||||||
Costs to be recognized | (1,051) | (1,100) | (1,199) | -4.5% | -12.4% | |||||||
Results to be recognized (REF) | 609 | 637 | 706 | -4.4% | -13.6% | |||||||
REF margin | 36.7% | 36.7% | 37.0% | 24 bps | -34 bps | |||||||
Tenda 1) | Revenues to be recognized | 1,245 | 234 | 1,187 | 432.6% | 4.8% | ||||||
Costs to be recognized | (839) | (160) | (768) | 425.3% | 9.2% | |||||||
Results to be recognized (REF) | 406 | 74 | 419 | 448.5% | -3.1% | |||||||
REF margin | 32.6% | 31.7% | 35.3% | 94 bps | -267 bps | |||||||
Consolidado | Revenues to be recognized | 2,905 | 1,971 | 3,092 | 47.4% | -6.0% | ||||||
Costs to be recognized | (1,890) | (1,260) | (1,968) | 50.0% | -4.0% | |||||||
Results to be recognized (REF) | 1,015 | 711 | 1,125 | 42.8% | -9.7% | |||||||
REF margin | 35.0% | 36.1% | 36.4% | -113 bps | -142 bps | |||||||
Note: Revenues to be recognized are net from PIS/Cofins (3.65%); excludes the AVP method introduced by law 11638 1) Includes Fit Residencial and Bairro Novo in 2008 |
Page: 12 |
Balance Sheet |
Cash and Cash Equivalents
On September 30, 2009, cash and cash equivalents were equal to R$1.1 billion, 4% higher than the R$1.05 billion as of June 30, 2009, and 42% higher than the R$777.4 million at the close of 3Q08.
Accounts Receivable
Total accounts receivable increased by 4% to R$6.3 billion as of September 30, 2009, compared to R$6.0 billion in 2Q09, and an increase of 80% as compared to the R$3.5 billion balance one year ago, reflecting Tendas acquisition and higher sales velocity from new launches. Compared to the 3Q08, total receivables increased by 22% at Gafisa.
Table 16 - Total receivables per company | ||||||||||||
(R$000) | 3Q09 | 3Q08 | 2Q09 | 3Q09 x 3Q08 | 3Q09 x 2Q09 | |||||||
Gafisa | Receivables from developments - ST | 794,640 | 544,021 | 461,014 | 46% | 72% | ||||||
Receivables from developments - LT | 894,943 | 1,239,502 | 1,484,807 | -28% | -40% | |||||||
Receivables from PoC - ST | 1,196,271 | 808,619 | 812,278 | 48% | 47% | |||||||
Receivables from PoC - LT | 1,125,009 | 683,844 | 1,205,011 | 65% | -7% | |||||||
Total | 4,010,862 | 3,275,986 | 3,963,110 | 22% | 1% | |||||||
Tenda 1) | Receivables from developments - ST | 779,767 | 88,037 | 931,494 | 786% | -16% | ||||||
Receivables from developments - LT | 512,093 | 72,266 | 255,728 | 609% | 100% | |||||||
Receivables from PoC - ST | 521,839 | 19,750 | 177,048 | 2542% | 195% | |||||||
Receivables from PoC - LT | 537,291 | 49,920 | 718,989 | 976% | -25% | |||||||
Total | 2,350,990 | 229,973 | 2,083,259 | 922% | 13% | |||||||
Consolidado | Receivables from developments - ST | 1,574,407 | 632,058 | 1,392,509 | 149% | 13% | ||||||
Receivables from developments - LT | 1,407,036 | 1,311,768 | 1,740,535 | 7% | -19% | |||||||
Receivables from PoC - ST | 1,718,110 | 828,369 | 989,326 | 107% | 74% | |||||||
Receivables from PoC - LT | 1,662,300 | 733,764 | 1,924,000 | 127% | -14% | |||||||
Total | 6,361,852 | 3,505,959 | 6,046,369 | 81% | 5% | |||||||
Notes: | ||||||||||||
ST = short term; LT = long term | ||||||||||||
Receivables from developments: accounts receivable not yet recognized according to PoC and BRGAAP | ||||||||||||
Receivables from PoC: accounts receivable already recognized according do PoC and BRGAP | ||||||||||||
1) Includes Fit Residencial and Bairro Novo in 2008 |
Table 17 - Total receivables maturity per company | ||||||||||||
(R$000) | Total | Until | Until | Until | Until | After | ||||||
Sep/2010 | Sep/2011 | Sep/2012 | Sep/2013 | Sep/2013 | ||||||||
Gafisa | 4,010,862 | 1,990,869 | 1,321,061 | 379,426 | 128,526 | 190,980 | ||||||
Tenda 1) | 2,350,990 | 1,301,606 | 692,995 | 158,928 | 34,090 | 163,371 | ||||||
Consolidado | 6,361,852 | 3,292,475 | 2,014,056 | 538,354 | 162,616 | 354,351 | ||||||
1) Includes Fit Residencial and Bairro Novo in 2008 |
Page: 13 |
Inventory (Properties for Sale) |
Our inventory, which includes land, developments in progress and finished units, reached R$1.76 billion in 3Q09, a decline of 2% when compared to R$1.79 billion registered in 2Q09. Inventory reduction was mainly driven by our solid sales performance in this quarter. The higher inventory totals for projects that are less than 30% completed partly reflects an uptick in development activity since signs of economic recovery began to emerge toward the end of 2Q09.
Table 18 - Inventories per company | ||||||||||||
(R$000) | 3Q09 | 3Q08 | 2Q09 | 3Q09 x 3Q08 | 3Q09 x 2Q09 | |||||||
Gafisa | Land | 605,201 | 518,745 | 558,984 | 17% | 8% | ||||||
Units under construction | 579,179 | 779,939 | 617,156 | -26% | -6% | |||||||
Completed units | 115,519 | 76,514 | 121,130 | 51% | -5% | |||||||
Total | 1,299,899 | 1,375,198 | 1,297,270 | -5% | 0% | |||||||
Tenda 1) | Land | 181,682 | 121,046 | 188,778 | 50% | -4% | ||||||
Units under construction | 247,863 | 43,477 | 279,744 | 470% | -11% | |||||||
Completed units | 32,988 | - | 24,133 | --- | 37% | |||||||
Total | 462,533 | 164,523 | 492,655 | 181% | -6% | |||||||
Consolidated | Land | 786,883 | 639,791 | 747,762 | 23% | 5% | ||||||
Units under construction | 827,042 | 823,416 | 896,900 | 0% | -8% | |||||||
Completed units | 148,507 | 76,514 | 145,263 | 94% | 2% | |||||||
Total | 1,762,432 | 1,539,721 | 1,789,925 | 14% | -2% | |||||||
1) Includes Fit Residencial and Bairro Novo in 2008 |
Table 19 - Inventories at market value per company | ||||||||||||
PSV - (R$000) | 3Q09 | 3Q08 | 2Q09 | 3Q09 x 3Q08 | 3Q09 x 2Q09 | |||||||
Gafisa | 2009 launches | 293,757 | --- | 293,807 | --- | 0% | ||||||
2008 launches | 686,259 | 1,120,850 | 801,983 | -39% | -14% | |||||||
2007 launches | 380,894 | 579,151 | 444,003 | -34% | -14% | |||||||
2006 and earlier launches | 178,159 | 338,596 | 205,365 | -47% | -13% | |||||||
Total | 1,539,068 | 2,038,597 | 1,745,157 | -25% | -12% | |||||||
Tenda 1) | 2009 launches | 336,661 | --- | 136,859 | --- | --- | ||||||
2008 launches | 687,765 | --- | 483,850 | --- | 42% | |||||||
2007 launches 2) | 237,763 | --- | 313,298 | --- | -24% | |||||||
2006 and earlier launches | 13,687 | --- | na | --- | --- | |||||||
Total | 1,275,876 | 497,200 | 934,007 | -61% | 37% | |||||||
Consolidated | 2009 launches | 630,418 | --- | 430,666 | --- | 46% | ||||||
2008 launches | 1,374,024 | 1,120,850 | 1,285,833 | 23% | 7% | |||||||
2007 launches | 618,656 | 579,151 | 757,301 | 7% | -18% | |||||||
2006 and earlier launches | 191,846 | 338,596 | 205,365 | -43% | -7% | |||||||
Total | 2,814,944 | 2,535,797 | 2,679,165 | 11% | 5% | |||||||
1) Includes Fit Residencial and Bairro Novo in 2008 | ||||||||||||
2) Includes inventories from 2007 and earlier launches |
Page: 14 |
Table 20 - Inventories per company | ||||||||||||
Units | 3Q09 | 3Q08 | 2Q09 | 3Q09 x 3Q08 | 3Q09 x 2Q09 | |||||||
Gafisa | 2009 launches | 964 | --- | 887 | --- | 9% | ||||||
2008 launches | 2,190 | 4,006 | 2,634 | -45% | -17% | |||||||
2007 launches | 1,308 | 2,182 | 1,608 | -40% | -19% | |||||||
2006 and earlier launches | 1,035 | 1,662 | 1,175 | -38% | -12% | |||||||
Total | 5,498 | 7,850 | 6,304 | -30% | -13% | |||||||
Tenda 1) | 2009 launches | 2,621 | --- | 1,273 | --- | --- | ||||||
2008 launches | 6,006 | --- | 4,797 | --- | 25% | |||||||
2007 launches | 3,068 | --- | 3,827 | --- | -20% | |||||||
2006 and earlier launches | 138 | --- | na | --- | --- | |||||||
Total | 11,833 | 2,790 | 9,897 | 324% | 20% | |||||||
Consolidated | 2009 launches | 3,585 | --- | 2,160 | --- | 66% | ||||||
2008 launches | 8,196 | 4,006 | 7,431 | 105% | 10% | |||||||
2007 launches | 4,376 | 2,182 | 5,435 | 101% | -19% | |||||||
2006 and earlier launches | 1,035 | 1,662 | 1,175 | -38% | -12% | |||||||
Total | 17,193 | 10,640 | 16,201 | 62% | 6% | |||||||
1) Includes Fit Residencial and Bairro Novo in 2008 | ||||||||||||
2) Includes inventories from 2007 and earlier launches |
Table 21 - Inventories per conclusion status | ||||||||||||
Company | Not started | Up to 30% constructed |
30% to 70% constructed |
More than 70% constructed |
Finished units | Total | ||||||
Gafisa | 138,764 | 726,801 | 461,319 | 53,407 | 158,776 | 1,539,068 | ||||||
Tenda | 230,090 | 909,452 | 50,226 | 32,960 | 53,148 | 1,275,876 | ||||||
Total | 368,854 | 1,636,253 | 511,545 | 86,367 | 211,925 | 2,814,944 | ||||||
Page: 15 |
Liquidity |
On September 30, 2009, Gafisa had a cash position of R$1.1 billion On the same date, Gafisas debt and obligations to investors totaled R$2,832 million, resulting in a net debt and obligations of R$1,732 million. As of September 30, 2009, 74% of the debt was in the long term and our net debt and obligation to investors to equity and minorities ratio was 74.1% compared to 65.6% in 2Q09. Our cash burn rate increased in the quarter, by 121% from R$111 million in 2Q09 to R$246 million in 3Q09. The increase reflects the resumption of a higher pace of construction in the third quarter and also the fact that in 2Q09 the company completed a R$70 million securitization transaction that offset the use of cash by that amount.
We currently have a total of R$3.5 billion in construction finance lines of credit provided by all of the major banks in Brazil. At this time we have R$2.1 billion in signed contracts and R$284 million in contracts in process, giving us additional availability of R$ 1.1 billion. We do not have exposure to foreign currency through financial instruments. We have R$100 million of debt raised by banks in foreign currency, which were swapped into CDI.
The following tables set forth information on our indebtedness as of September 30, 2009.
Table 22 - Indebtedness and Investor obligations | ||||||||||
Type of obligation (R$000) | 3Q09 | 3Q08 | 2Q09 | 3Q09 x 3Q08 | 3Q09 x 2Q09 | |||||
Debentures | 704,920 | 506,190 | 500,388 | 39% | 41% | |||||
Project financing (SFH) | 394,820 | 276,031 | 306,348 | 43% | 29% | |||||
Working capital | 684,956 | 579,280 | 674,047 | 18% | 2% | |||||
Incorporation of controlling company | --- | 9,961 | 5,399 | --- | --- | |||||
Total debt - Gafisa | 1,784,696 | 1,371,462 | 1,486,182 | 30% | 20% | |||||
Debentures | 619,861 | --- | 607,514 | --- | --- | |||||
Project financing (SFH) | 78,795 | --- | 73,163 | --- | 8% | |||||
Working capital | 48,375 | --- | 75,894 | --- | -36% | |||||
Total debt - Tenda 1) | 747,031 | --- | 756,571 | --- | -1% | |||||
Total consolidated debt | 2,531,727 | 1,371,462 | 2,242,753 | 85% | 13% | |||||
Consolidated cash and availabilities | 1,099,687 | 777,428 | 1,056,312 | 41% | 4% | |||||
Investor Obligations | 300,000 | 300,000 | 300,000 | 0% | 0% | |||||
Net debt and investor obligations | 1,732,040 | 894,034 | 1,486,441 | 94% | 17% | |||||
Equity + Minority shareholders | 2,336,365 | 1,684,419 | 2,264,340 | 39% | 3% | |||||
(Net debt + Obligations) / (Equity + Minorities) | 74.1% | 53.1% | 65.6% | 40% | 13% | |||||
Table 23 - Debt maturity per company | ||||||||||||
Company (R$000) | Total | Until September/2010 |
Until September/2011 |
Until September/2012 |
Until September/2013 |
After September/2013 |
||||||
Debentures | 704,920 | 60,920 | 394,000 | 125,000 | 125,000 | --- | ||||||
Project financing (SFH) | 394,820 | 152,823 | 208,876 | 29,312 | 3,809 | --- | ||||||
Working capital | 684,956 | 359,178 | 249,711 | 36,836 | 36,906 | 2,325 | ||||||
Total debt - Gafisa | 1,784,696 | 572,921 | 852,587 | 191,148 | 165,715 | 2,325 | ||||||
Debentures | 619,861 | 19,861 | --- | --- | 300,000 | 300,000 | ||||||
Project financing (SFH) | 78,795 | 34,584 | 44,211 | --- | --- | --- | ||||||
Working capital | 48,375 | 23,722 | 12,192 | 8,175 | 4,286 | --- | ||||||
Total debt - Tenda 1) | 747,031 | 78,167 | 56,403 | 8,175 | 304,286 | 300,000 | ||||||
Total consolidated debt | 2,531,727 | 651,088 | 908,990 | 199,323 | 470,001 | 302,325 | ||||||
% Total | 26% | 36% | 8% | 19% | 12% | |||||||
Tenda Incorporation |
On October 22nd, we announced our intention to incorporate the remaining 40% of Tendas outstanding shares. Among the benefits for the shareholders of both companies we can highlight: scale gains; increase in operational, commercial and administrative efficiency; optimization of consolidated balance sheet; streamlined administration and increased share liquidity.
In accordance with CVM Guidance 35, an independent committee was created to represent Tenda in the negotiation of the transaction terms with Gafisas Management. Based on historical prices, Gafisas Management believes that an adequate exchange ratio would be between 0.188 and 0.200 of a Gafisa share for each Tenda share.
If the parties achieve satisfactory negotiation terms, according to the anticipated schedule the Extraordinary General Shareholder Meetings to approve the deal could be held until the end of December.
Page: 16 |
Debentures |
On October 15th, 2009, Gafisa called for a General Shareholder meeting to be held on November 16th, 2009, to approve its seventh issuance of debentures by the Company. The debenture is to be non-convertible, issued in one single and indivisible lot with a floating guarantee and additional guarantees (related to the project to be financed), in an amount of up to R$600 million, with a maturity date within 5 years counted from the date of issuance. Registration is to be waived before the Brazilian securities commission.
The debentures covenants are as follows:
Table 24 - Debenture covenants - 4th emission (R$ 240 million) | ||
Debenture covenants - 4th emission - current | Status 1) | |
(Total debt - Project debt - Cash) / (Equity + Minorities 2) ) < 75% | 14.8% | |
(Total receivables + Finished units) / Total debt > 2.0x | 2.6x | |
1) Covenant status on September 30, 2009 | ||
2) Minority shareholders, excluding minorities from FIDC |
Table 25 - Debenture covenants - 5th emission (R$ 250 million) | ||
Debenture covenants - 5th emission - current | Status 1) | |
(Total debt - SFH debt - Cash) / Equity < 75% | 53.7% | |
(Total receivables + Finished units) / (Total debt - Cash) > 2.2x | 4.5x | |
1) Covenant status on September 30, 2009 |
Table 26 - Selected financials for covenant calculation | ||
Financial statements (R$000) | ||
Total debt | 2,531,727 | |
Project debt | 619,861 | |
SFH debt | 473,615 | |
Cash and availabilities | 1,099,687 | |
Total receivables | 6,361,852 | |
Receivables - PoC | 3,380,410 | |
Receivables - results to be recognized | 2,981,442 | |
Finished units | 148,507 | |
Equity + Minorities, excl. FIDC | 2,286,392 | |
Equity | 1,783,476 | |
Minority shareholders (excluding FIDC) | 502,916 | |
Outlook |
Based on the Companys strategy for the fourth quarter, Gafisa consolidated launches could be two times higher than the 3Q09 figure. Gafisa continues to expect consolidated sales for the full year 2009 of between R$2.7 and R$3.2 billion and consolidated EBITDA margin is expected to be in the range of 16% - 17% (without Tendas goodwill impact), while EBITDA margin for Tenda is expected to be between 14% - 16%.
Page: 17 |
Glossary
Backlog of Results As a result of the Percentage of Completion Method of recognizing revenues, we recognize revenues and expenses over a multi-year period for each residential unit we sell. Our backlog of results represents revenues minus costs that will be incurred in future periods from past sales.
Backlog of Revenues As a result of the Percentage of Completion Method of recognizing revenues, we recognize revenues over a multi-year period for each residential unit we sell. Our backlog represents revenues that will be incurred in future periods from past sales.
Backlog Margin Equals to Backlog of results divided Backlog of Revenues to be recognized in future periods.
Land Bank Land that Gafisa holds for future development paid either in Cash or through swap agreements. Each decision to acquire land is analyzed by our investment committee and approved by our board of directors.
PoC Method Under Brazilian GAAP, real estate development revenues, costs and related expenses are recognized using percentage-of-completion (PoC) method of accounting by measuring progress towards completion in terms of actual costs incurred versus total budgeted expenditures for each stage of a development.
Pre-sales Contracted pre-sales are the aggregate amount of sales resulting from all agreements for the sale of units entered into during a certain period, including new units and units in inventory. Contracted pre-sales will be recorded as revenue as construction progresses (PoC method). There is no definition of "contracted pre-sales'' under Brazilian GAAP.
Affordable Entry Level residential units targeted to the mid-low and low income segments with prices below R$1,800 per square meter.
LOT (Urbanized Lots) land subdivisions, or lots, with prices ranging from R$150 to R$600 per square meter
SFH Funds Funds from SFH are originated from the Governance Severance Indemnity Fund for Employees (FGTS) and from savings accounts deposits. Banks are required to invest 65% of the total savings accounts balance in the housing sector, either to final customers or developers, at lower interest rates than the private market.
Swap Agreements A system in which we grant the land-owner a certain number of units to be built on the land or a percentage of the proceeds from the sale of units in such development in exchange for the land. By acquiring land through this system, we intend to reduce our cash requirements and increase our returns.
PSV Potential Sales Value.
Page: 18
About Gafisa
We are one of Brazils leading diversified national homebuilders. Over the last 55 years, we have been recognized as one of the most professionally-managed homebuilders, having completed and sold more than 980 developments and constructed over 11 million square meters of housing, which we believe is more than any other residential development company in Brazil. We believe Gafisa is one of the best-known brands in the real estate development market, enjoying a reputation among potential homebuyers, brokers, lenders, landowners, and competitors for quality, consistency, and professionalism. We serve the lower income housing segments through our majority ownership stake in Construtora Tenda, S.A., a separate publicly-traded company on the Novo Mercado of the BM&FBOVESPA.
Investor Relations
Luiz Mauricio de Garcia Paula
Ana Maria Paro
Marina Noal Arruda
Phone: +55 11 3025-9297 / 9242 / 9305
Email: ri@gafisa.com.br
Website: www.gafisa.com.br/ir
Media Relations (Brazil)
Patrícia Queiroz
Máquina da Notícia Comunicação Integrada
Phone: +55 11 3147-7409
Fax: +55 11 3147-7900
E-mail: patricia.queiroz@maquina.inf.br
This release contains forward-looking statements relating to the prospects of the business, estimates for operating and financial results, and those related to growth prospects of Gafisa. These are merely projections and, as such, are based exclusively on the expectations of management concerning the future of the business and its continued access to capital to fund the Companys business plan. Such forward-looking statements depend, substantially, on changes in market conditions, government regulations, competitive pressures, the performance of the Brazilian economy and the industry, among other factors; therefore, they are subject to change without prior notice.
Page: 19
The following table sets projects launched during the 9 months of 2009:
Table 27 - Projects launched | ||||||||||||||
Project | Launch Date | Local | % Gafisa | Units (%Gafisa) |
PSV (%Gafisa) |
% sales 30/set/09 |
||||||||
Gafisa | Verdemar Fase 2 | January | Guarujá SP | 100% | 77 | 50,931 | 38% | |||||||
Gafisa | Centro Empresarial Madureira | March | Rio de Janeiro RJ | 100% | 195 | 24,208 | 47% | |||||||
Gafisa | Brink F2 Campo Limpo | March | São Paulo SP | 100% | 95 | 23,019 | 66% | |||||||
Gafisa | Alegria Fase 2 | April | Guarulhos SP | 100% | 139 | 38,456 | 51% | |||||||
Gafisa | Canto dos Pássaros | April | Porto Alegre SP | 80% | 112 | 15,930 | 28% | |||||||
Gafisa | Grand Park Parque Árvores Seringueira | May | São Luís MA | 50% | 74 | 6,769 | 72% | |||||||
Gafisa | Vila Nova São José F1 Metropolitan | June | São José SP | 100% | 96 | 30,028 | 28% | |||||||
Gafisa | Sorocaba | June | Rio de Janeiro RJ | 100% | 80 | 38,995 | 69% | |||||||
Gafisa | Vistta Santana | June | São Paulo SP | 100% | 178 | 117,964 | 69% | |||||||
Gafisa | Grand Park Parque Árvores Salgueiro | June | São Luís MA | 50% | 74 | 6,844 | 78% | |||||||
Gafisa | The Place | August | Goiania GO | 80% | 25 | 35,945 | 30% | |||||||
Gafisa | Brotas | August | Salvador BA | 50% | 291 | 24,525 | 99% | |||||||
Gafisa | Grand Park Árvores Bambu | August | Belém PA | 50% | 74 | 6,989 | 69% | |||||||
Gafisa | Reserva Ibiapaba | September | São Luís MA | 80% | 262 | 35,271 | 34% | |||||||
Gafisa | Magno | September | São Paulo SP | 100% | 33 | 52,841 | 72% | |||||||
Gafisa | Acupe BA | September | Salvador BA | 50% | 188 | 16,439 | 85% | |||||||
Gafisa | Stake Acquisition1) | | | 100% | 234 | 106,923 | 78% | |||||||
Gafisa | 2,227 | 632,077 | 61% | |||||||||||
Alphaville | AlphaVille Caruaru | mar09 | Caruaru PE | 70% | 172 | 21,881 | 100% | |||||||
Alphaville | AlphaVille Granja Viana | jun09 | São Paulo SP | 33% | 110 | 36,264 | 100% | |||||||
Alphaville | AlphaVille Votorantim F2 | jun09 | São Paulo SP | 30% | 51 | 10,306 | 79% | |||||||
Alphaville | Conceito A Rio das Ostras | jun09 | Rio das Ostras RJ | 100% | 106 | 35,896 | 14% | |||||||
Alphaville | AlphaVille Campina Grande | set09 | Campina Grande PB | 53% | 205 | 29,135 | 46% | |||||||
Alphaville | 645 | 133,482 | 64% | |||||||||||
Tenda | Vila Real Life Sitio Cia | abr09 | Salvador | 100% | 178 | 14,866 | 97% | |||||||
Tenda | FIT Giardino fase 1 | abr09 | Caxias do Sul | 80% | 207 | 31,916 | 9% | |||||||
Tenda | FIT Icoaraci | abr09 | Belém | 80% | 235 | 40,065 | 36% | |||||||
Tenda | Le Grand Vila Real Tower | mai09 | Belo Horizonte | 100% | 92 | 9,162 | 89% | |||||||
Tenda | Green Park Life Residence | jun09 | Juiz de Fora | 100% | 220 | 23,540 | 32% | |||||||
Tenda | Vermont Life | jun09 | Governador Valadares | 100% | 192 | 16,512 | 18% | |||||||
Tenda | FIT Dom Jaime | jun09 | São Bernardo do Campo | 100% | 364 | 55,757 | 39% | |||||||
Tenda | Bairro Novo Fase 3 | jul09 | Cotia | 100% | 448 | 38,000 | 65% | |||||||
Tenda | Bariloche | ago09 | Belo Horizonte | 100% | 80 | 8,400 | 78% | |||||||
Tenda | Mirante do Lago Fase 2A | ago09 | Ananindeua | 70% | 132 | 20,700 | 56% | |||||||
Tenda | Diamond | ago09 | Rio de Janeiro | 100% | 312 | 46,800 | 5% | |||||||
Tenda | Parma | set09 | Belo Horizonte | 100% | 36 | 4,500 | 100% | |||||||
Tenda | Marumbi Fase 01 | set09 | Curitiba | 100% | 335 | 61,808 | 9% | |||||||
Tenda | Bosque das Palmeiras | set09 | Recife | 100% | 144 | 10,768 | 63% | |||||||
Tenda | Club Gaudi | set09 | Guarulhos | 100% | 300 | 23,579 | 5% | |||||||
Tenda | Tony Passos F1 Recanto das Rosas | set09 | Ribeirão das Neves | 100% | 240 | 20,160 | 16% | |||||||
Tenda | Jardim Alvorada | set09 | Guarulhos | 100% | 180 | 16,020 | 60% | |||||||
Tenda | Bosque Itaquera | set09 | São Paulo | 100% | 256 | 37,900 | 29% | |||||||
Tenda | 3,951 | 480,453 | 33% | |||||||||||
Total | 6,822 | 1,246,011 | 50% | |||||||||||
1) Includes the part acquired from partners in 10 different projects; % Gafisa is a weight average |
Page: 20
The following table sets forth the financial completion of the construction in progress and the related revenue recognized (R$000) during the quarter ended on September, 30th 2009.
Project | Construction status | % Sold | Revenues recognized (R$000) | |||||||||||
3Q09 | 2Q09 | 3Q09 | 2Q09 | 3Q09 | 2Q09 | |||||||||
Gafisa | VISTTA SANTANA | 44% | 0% | 69% | 45% | 35,502 | 0 | |||||||
Gafisa | PARC PARADISO | 60% | 42% | 99% | 99% | 27,846 | 14,882 | |||||||
Gafisa | LONDON GREEN | 81% | 70% | 742% | 71% | 21,624 | 14,279 | |||||||
Gafisa | ENSEADA DAS ORQUÍDEAS | 57% | 48% | 95% | 92% | 18,087 | 16,695 | |||||||
Gafisa | VP HORTO - FASE 1 (OAS) | 66% | 49% | 98% | 99% | 17,627 | 13,886 | |||||||
Gafisa | MAGIC | 74% | 62% | 74% | 61% | 16,637 | 11,576 | |||||||
Gafisa | VP HORTO - FASE 2 (OAS) | 50% | 36% | 96% | 97% | 13,718 | 1,719 | |||||||
Gafisa | TERRAÇAS ALTO DA LAPA | 72% | 58% | 88% | 82% | 13,248 | 8,862 | |||||||
Gafisa | MAGNO | 36% | 0% | 72% | 0 | 13,145 | 0 | |||||||
Gafisa | BRINK | 41% | 15% | 85% | 75% | 12,100 | 1,531 | |||||||
Gafisa | SOROCABA | 45% | 0% | 69% | 55% | 11,847 | 0 | |||||||
Gafisa | PQ BARUERI COND - FASE 1 | 39% | 28% | 63% | 60% | 11,674 | 9,699 | |||||||
Gafisa | VISION | 66% | 57% | 90% | 85% | 11,264 | 8,256 | |||||||
Gafisa | ISLA RESIDENCE CLUBE | 93% | 81% | 93% | 92% | 10,561 | 11,777 | |||||||
Gafisa | SUPREMO | 54% | 51% | 96% | 92% | 9,581 | 6,742 | |||||||
Gafisa | ACQUA RESIDENCIAL | 75% | 64% | 54% | 48% | 9,392 | 7,547 | |||||||
Gafisa | VILA NOVA SÃO JOSÉ - F1A | 31% | 6% | 64% | 57% | 8,567 | 1,969 | |||||||
Gafisa | VIVANCE RES. SERVICE | 93% | 76% | 95% | 90% | 8,526 | 4,487 | |||||||
Gafisa | CSF ACACIA | 93% | 82% | 100% | 100% | 8,501 | 7,165 | |||||||
Gafisa | NOVA PETROPOLIS SBC - 1ª FA | 49% | 42% | 49% | 45% | 8,429 | 5,631 | |||||||
Gafisa | COLLORI | 92% | 81% | 100% | 99% | 8,332 | 6,340 | |||||||
Gafisa | MANSÃO IMPERIAL - F1 | 32% | 24% | 67% | 51% | 7,558 | 6,592 | |||||||
Gafisa | PRIVILEGE RESIDENCIAL SPE | 59% | 46% | 85% | 84% | 7,036 | 5,173 | |||||||
Gafisa | MANHATTAN OFFICE WALL STR | 14% | 7% | 61% | 58% | 6,716 | 2,240 | |||||||
Gafisa | GRAND VALLEY | 84% | 73% | 69% | 65% | 6,174 | 3,139 | |||||||
Gafisa | ACQUARELLE | 54% | 44% | 82% | 77% | 6,017 | 5,241 | |||||||
Gafisa | RESERVA DO LAGO - FASE I | 92% | 81% | 92% | 82% | 5,487 | 3,703 | |||||||
Gafisa | BLUE LAND SPE 36 | 100% | 100% | 96% | 87% | 5,450 | 10,200 | |||||||
Gafisa | OLIMPIC BOSQUE DA SAÚDE | 67% | 60% | 89% | 86% | 5,406 | 4,518 | |||||||
Gafisa | BRINK F2 - CAMPO LIMPO | 41% | 14% | 66% | 54% | 5,305 | 1,711 | |||||||
Gafisa | SUPREMO IPIRANGA | 20% | 0% | 51% | 34% | 5,065 | 0 | |||||||
Gafisa | EVIDENCE | 58% | 44% | 74% | 69% | 5,015 | 2,181 | |||||||
Gafisa | SOLARES DA VILA MARIA | 52% | 41% | 100% | 100% | 4,977 | 1,959 | |||||||
Gafisa | CSF PRÍMULA | 88% | 79% | 100% | 99% | 4,916 | 4,733 | |||||||
Gafisa | TERRAÇAS TATUAPE | 37% | 28% | 67% | 55% | 4,852 | 2,189 | |||||||
Gafisa | DETAILS | 47% | 45% | 57% | 37% | 4,499 | 6,974 | |||||||
Gafisa | SECRET GARDEN | 75% | 59% | 70% | 70% | 4,470 | 2,858 | |||||||
Gafisa | QUINTAS DO PONTAL | 62% | 55% | 31% | 24% | 4,454 | 2,399 | |||||||
Gafisa | VERDEMAR - FASE 2 | 43% | 27% | 38% | 33% | 4,406 | 4,258 | |||||||
Gafisa | ALEGRIA FASE 1 | 20% | 10% | 61% | 59% | 4,152 | 291 | |||||||
Gafisa | GRAND VALLEY NITERÓI - FASE | 35% | 28% | 92% | 93% | 4,068 | 426 | |||||||
Gafisa | MANHATTAN HOME SOHO | 18% | 0% | 45% | 38% | 3,988 | 154 | |||||||
Gafisa | PALM VILLE | 73% | 50% | 95% | 94% | 3,908 | 2,578 | |||||||
Gafisa | PENÍNSULA FIT | 100% | 100% | 92% | 88% | 3,840 | 10,528 | |||||||
Gafisa | ECOLIVE | 23% | 11% | 75% | 70% | 3,741 | 1,356 | |||||||
Gafisa | HYPE RESIDENCE SERVICE | 100% | 100% | 93% | 83% | 3,696 | 7,588 | |||||||
Gafisa | CELEBRARE RESIDENCIAL | 65% | 52% | 78% | 78% | 3,620 | 2,779 | |||||||
Gafisa | RUA DAS LARANJEIRAS 29 | 63% | 59% | 100% | 100% | 3,591 | 5,280 | |||||||
Gafisa | FIT RESIDENCE SERVICE NITE | 98% | 84% | 88% | 86% | 3,583 | 2,840 | |||||||
Gafisa | CHÁCARA SANTANA | 37% | 33% | 94% | 90% | 3,468 | 8,635 | |||||||
Gafisa | MONT BLANC | 42% | 37% | 33% | 30% | 3,319 | 1,934 | |||||||
Gafisa | ORBIT | 59% | 53% | 47% | 39% | 3,318 | 1,431 | |||||||
Gafisa | MAGNIFIC | 50% | 39% | 63% | 63% | 3,254 | 1,490 | |||||||
Gafisa | HORIZONTE | 63% | 50% | 100% | 100% | 3,242 | 1,577 | |||||||
Gafisa | ICARAÍ CORPORATE | 82% | 76% | 97% | 96% | 3,183 | 1,277 | |||||||
Gafisa | ESPACIO LAGUNA - FASE 1 | 98% | 96% | 89% | 88% | 3,130 | 3,194 | |||||||
Gafisa | CSF DALIA | 82% | 71% | 98% | 98% | 3,092 | 1,921 | |||||||
Gafisa | MANHATTAN HOME TRIBECA | 18% | 0% | 33% | 29% | 3,070 | 768 | |||||||
Gafisa | CAMPO D'OURIQUE | 100% | 100% | 94% | 73% | 3,055 | 2,170 | |||||||
Gafisa | Outros | --- | --- | --- | --- | 67,306 | 103,390 | |||||||
Gafisa | --- | --- | --- | --- | 531,633 | 384,717 | ||||||||
Alphaville | Jacuhy | 73% | 49% | 97% | 95% | 29,951 | 17,900 | |||||||
Alphaville | Rio das Ostras | 79% | 56% | 100% | 100% | 20,200 | 10,624 | |||||||
Alphaville | Londrina 2 | 72% | 62% | 99% | 86% | 6,196 | 4,127 | |||||||
Alphaville | Cuiabá II | 78% | 68% | 79% | 60% | 4,872 | 3,904 | |||||||
Alphaville | João Pessoa | 72% | 56% | 100% | 100% | 4,056 | 3,316 | |||||||
Alphaville | Manaus | 25% | 12% | 82% | 80% | 3,917 | 1,700 | |||||||
Alphaville | Barra da Tijuca | 74% | 71% | 73% | 73% | 3,325 | 5,045 | |||||||
Alphaville | Santana Residencial | 100% | 98% | 48% | 44% | 2,960 | 4,147 | |||||||
Alphaville | Caruaru | 16% | 4% | 98% | 98% | 2,553 | 883 | |||||||
Alphaville | Litoral Norte II | 20% | 7% | 57% | 45% | 2,286 | 656 | |||||||
Alphaville | Outros | --- | --- | --- | --- | 10,155 | 7,372 | |||||||
Alphaville | --- | --- | --- | --- | 90,471 | 59,673 | ||||||||
Tenda | --- | --- | --- | --- | 254,997 | 261,428 | ||||||||
Total | --- | --- | --- | --- | 877,101 | 705,818 | ||||||||
Page: 21
Consolidated Income Statement | ||||||||||||||
R$ 000 | 3Q09 | 3Q08 | 2Q09 | 9M09 | 9M08 | 3Q09 x 3Q08 | 3Q09 x 2Q09 | |||||||
Gross Operating Revenue | ||||||||||||||
Real Estate Development and Sales | 902,196 | 390,950 | 723,409 | 2,184,117 | 1,224,199 | 130.8% | 24.7% | |||||||
Construction and Services Rendered | 13,265 | 3,207 | 9,788 | 30,352 | 13,201 | 313.6% | 35.5% | |||||||
Deductions | (38,360) | (15,171) | (27,379) | (89,663) | (44,840) | 152.9% | 40.1% | |||||||
Net Operating Revenue | 877,101 | 378,986 | 705,818 | 2,124,806 | 1,192,560 | 131.4% | 24.3% | |||||||
Operating Costs | (621,927) | (246,364) | (514,465) | (1,523,640) | (814,201) | 152.4% | 20.9% | |||||||
Gross profit | 255,174 | 132,622 | 191,353 | 601,166 | 378,359 | 92.4% | 33.4% | |||||||
Operating Expenses | ||||||||||||||
Selling Expenses | (55,556) | (35,162) | (51,182) | (153,344) | (87,504) | 58.0% | 8.5% | |||||||
General and Administrative Expenses | (57,601) | (30,313) | (59,312) | (172,832) | (104,990) | 90.0% | -2.9% | |||||||
Amortization of gain on partial sale of FIT Residential | 52,600 | - | 52,600 | 157,800 | - | - | - | |||||||
Other Operating Revenues / Expenses | (40,031) | (10,359) | (16,341) | (79,094) | (13,303) | 286.4% | 145.0% | |||||||
Depreciation and Amortization | (9,784) | (11,402) | (6,400) | (24,166) | (29,606) | -14.2% | 52.9% | |||||||
Operating results | 144,802 | 45,386 | 110,718 | 329,530 | 142,956 | 219.0% | 30.8% | |||||||
Financial Income | 33,104 | 19,474 | 37,768 | 106,399 | 64,389 | 70.0% | -12.3% | |||||||
Financial Expenses | (64,112) | (16,048) | (50,488) | (159,336) | (24,272) | 299.5% | 27.0% | |||||||
Income Before Taxes on Income | 113,794 | 48,812 | 97,998 | 276,593 | 183,073 | 133.1% | 16.1% | |||||||
Deferred Taxes | (23,142) | (12,537) | (16,102) | (49,245) | (36,817) | 84.6% | 43.7% | |||||||
Income Tax and Social Contribution | (4,828) | (5,379) | (4,519) | (15,659) | (13,639) | -10.2% | 6.8% | |||||||
Income After Taxes on Income | 85,824 | 30,896 | 77,377 | 211,689 | 132,617 | 177.8% | 10.9% | |||||||
Minority Shareholders | (22,107) | (16,425) | (19,609) | (53,471) | (35,540) | 34.6% | 12.7% | |||||||
Lucro líquido | 63,717 | 14,471 | 57,768 | 158,218 | 97,077 | 340.3% | 10.3% | |||||||
Net Income Per Share (R$) | 0.48822 | 0.11135 | 0.44322 | 1.21232 | 0.74696 | 338.5% | 10.2% | |||||||
Page: 22
Consolidated Balance Sheet | ||||||||||
R$ 000 | 3Q09 | 3Q08 | 2Q09 | 3Q09 X 3Q08 | 3Q09 X 2Q09 | |||||
ASSETS | ||||||||||
Current Assets | ||||||||||
Cash and banks | 215,133 | 36,478 | 129,543 | 489.8% | 66.1% | |||||
Financial investments | 884,554 | 740,950 | 926,769 | 19.4% | -4.6% | |||||
Receivables from clients | 1,718,110 | 828,369 | 989,326 | 107.4% | 73.7% | |||||
Properties for sale | 1,376,236 | 1,373,169 | 1,250,203 | 0.2% | 10.1% | |||||
Other accounts receivable | 93,722 | 169,686 | 78,141 | -44.8% | 19.9% | |||||
Deferred selling expenses | 7,205 | 3,744 | 13,237 | 92.4% | -45.6% | |||||
Deferred taxes | 13,099 | 0 | 2,879 | 355.0% | ||||||
Prepaid expenses | 13,522 | 17,892 | 22,098 | -24.4% | -38.8% | |||||
4,321,581 | 3,170,287 | 3,412,196 | 36.3% | 26.7% | ||||||
Long-term Assets | ||||||||||
Receivables from clients | 1,662,300 | 733,764 | 1,924,000 | 126.5% | -13.6% | |||||
Properties for sale | 386,196 | 166,552 | 539,722 | 131.9% | -28.4% | |||||
Deferred taxes | 250,846 | 55,046 | 227,848 | 355.7% | 10.1% | |||||
Other | 52,140 | 97,140 | 51,456 | -46.3% | 1.3% | |||||
2,351,482 | 1,052,501 | 2,743,026 | 123.4% | -14.3% | ||||||
Permanent Assets | ||||||||||
Investments | 195,088 | 202,674 | 195,088 | -3.7% | 0.0% | |||||
Property, plant and equipment | 53,698 | 37,745 | 49,126 | 42.3% | 9.3% | |||||
Intangible assets | 9,690 | 5,023 | 8,305 | 92.9% | 16.7% | |||||
258,476 | 245,442 | 252,519 | 5.3% | 2.4% | ||||||
Total Assets | 6,931,539 | 4,468,230 | 6,407,741 | 55.1% | 8.2% | |||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||
Current Liabilities | ||||||||||
Loans and financings | 570,307 | 286,684 | 388,671 | 98.9% | 46.7% | |||||
Debentures | 80,781 | 16,190 | 113,902 | 399.0% | -29.1% | |||||
Obligations for purchase of land and advances from clients | 488,935 | 462,787 | 489,656 | 5.7% | -0.1% | |||||
Materials and service suppliers | 194,302 | 100,569 | 155,701 | 93.2% | 24.8% | |||||
Taxes and contributions | 132,216 | 101,722 | 120,624 | 30.0% | 9.6% | |||||
Taxes, payroll charges and profit sharing | 61,206 | 24,277 | 71,159 | 152.1% | -14.0% | |||||
Provision for contingencies | 10,512 | 2,856 | 9,437 | 268.1% | 11.4% | |||||
Dividends | 26,106 | - | 26,106 | --- | 0.0% | |||||
Deferred taxes | 52,375 | - | 28,159 | --- | 86.0% | |||||
Other | 181,312 | 83,923 | 103,128 | 116.0% | 75.8% | |||||
1,798,052 | 1,079,008 | 1,506,543 | 66.6% | 19.3% | ||||||
Long-term Liabilities | ||||||||||
Loans and financings | 636,639 | 578,588 | 746,180 | 10.0% | -14.7% | |||||
Debentures | 1,244,000 | 490,000 | 994,000 | 153.9% | 25.2% | |||||
Obligations for purchase of land | 147,168 | 199,677 | 140,439 | -26.3% | 4.8% | |||||
Deferred taxes | 322,870 | 93,317 | 276,582 | 246.0% | 16.7% | |||||
Provision for contingencies | 59,509 | 17,187 | 39,735 | 246.2% | 49.8% | |||||
Other | 362,843 | 301,235 | 360,120 | 20.5% | 0.8% | |||||
Deferred income on acquisition | 12,499 | 24,800 | 15,608 | -49.6% | -19.9% | |||||
Unearned income from partial sale of investment | 11,594 | 64,194 | --- | -81.9% | ||||||
2,797,122 | 1,704,804 | 2,636,858 | 64.1% | 6.1% | ||||||
Participação de Minoritários | 552,889 | 45,977 | 547,094 | 1102.5% | 1.1% | |||||
Shareholders' Equity | ||||||||||
Capital | 1,233,897 | 1,229,518 | 1,232,579 | 0.4% | 0.1% | |||||
Treasury shares | (18,050) | (18,050) | (18,050) | 0.0% | 0.0% | |||||
Capital reserves | 190,585 | 175,025 | 189,389 | 8.9% | 0.6% | |||||
Revenue reserves | 218,827 | 154,871 | 218,827 | 41.3% | 0.0% | |||||
Retained earnings/accumulated losses | 158,217 | 97,077 | 94,501 | 63.0% | ||||||
1,783,476 | 1,638,442 | 1,717,246 | 8.9% | 3.9% | ||||||
Liabilities and Shareholders' Equity | 6,931,539 | 4,468,230 | 6,407,741 | 55.1% | 8.2% | |||||
Page: 23
Consolidated Cash Flows | ||||
3Q09 | 3Q08 | |||
Net Income | 63,717 | 14,470 | ||
Expenses (income) not affecting w orking capital | ||||
Depreciation and amortization | 12,892 | 9,633 | ||
Goodw ill / Negative goodw ill amortization | (3,107) | 1,769 | ||
Expense w ith stock option plan | 2,749 | 6,673 | ||
Unearned income from partial sale of investment | (52,600) | - | ||
Unrealized interest and charges, net | 39,719 | 43,781 | ||
Deferred Taxes | 23,142 | 11,802 | ||
Disposal of fixed asset | 271 | - | ||
Decrease (increase) in assets | ||||
Clients | (467,084) | (53,051) | ||
Properties for sale | 27,494 | (117,656) | ||
Other receivables | (82,314) | (40,944) | ||
Deferred selling expenses | 6,032 | (446) | ||
Prepaid expenses | 8,576 | (8,331) | ||
Decrease (increase) in liabilities | ||||
Obligations for purchase of land | 16,240 | 79,262 | ||
Obligations for purchase of real estate | ||||
Taxes and contributions | 24,138 | 10,879 | ||
Tax, labor and other contingencies | 39,171 | 1,888 | ||
Trade accounts payable | 38,601 | (18,575) | ||
Advances from customers | (10,231) | (147,810) | ||
Payroll, charges and provision for bonuses payable | (9,950) | (10,219) | ||
Other accounts payable | 113,456 | (23,013) | ||
Credit assignments payable | ||||
Deferred taxes | ||||
Income (expenses) from sales to appropriate | ||||
Minority Interest | 14,593 | 5,346 | ||
Cash used in operating activities | (194,495) | (234,542) | ||
Investing activities | ||||
Purchase of property and equipment and deferred charges | (19,120) | (14,297) | ||
Capital contribution to subsidiary companies | ||||
Restricted cash in guarantee to loans | (10,224) | - | ||
Acquisition of investments | ||||
Cash used in investing activities | (29,344) | (14,297) | ||
Financing activities | ||||
Capital increase | 1,319 | 7,547 | ||
Contributions from venture partners | ||||
Increase in loans and financing | 436,562 | 303,037 | ||
Repayment of loans and financing | (187,307) | (61,322) | ||
Assignment of credit receivables, net | 15,214 | 542 | ||
Proceeds from subscription of redeemable equity interest in securitization fund | (8,798) | - | ||
Cessão de Crédito Imobiliário - CCI 2007 dividends | - | - | ||
Net cash provided by financing activities | 256,990 | 249,804 | ||
Net increase (decrease) in cash and banks | 33,151 | 965 | ||
Cash and banks | ||||
At the beggining of the period | 915,199 | 776,463 | ||
At the end of the period | 948,350 | 777,428 | ||
Net increase (decrease) in cash and banks | 33,151 | 965 | ||
Page: 27
1. SHAREHOLDERS HOLDING MORE THAN 5% OF THE VOTING CAPITAL AND TOTAL NUMBER OF OUTSTANDING SHARES
9/30/2009 | ||||||||||
Common shares | Total shares | |||||||||
Shareholder | Country | Shares | % | Shares | % | |||||
EIP BRAZIL HOLDINGS LLC | USA | 24,829,605 | 18.58% | 24,829,605 | 18.58% | |||||
MORGAN STANLEY & CO.(1) | USA | 10,174,334 | 7.61% | 10,174,334 | 7.61% | |||||
BANCO ITAÚ(2) | Brazil | 7,265,028 | 5.44% | 7,265,028 | 5.44% | |||||
Treasury shares | 3,124,972 | 2.34% | 3,124,972 | 2.34% | ||||||
Other | 88,239,379 | 66.03% | 88,239,379 | 66.03% | ||||||
Total shares | 133,633,318 | 100.00% | 133,633,318 | 100.00% | ||||||
(1) Source: Thomson One - as per Form 13F filed in SEC | ||||||||||
(2) Several funds and entities under Banco Itau S.A. management |
9/30/2008 | ||||||||||
Common shares | Total shares | |||||||||
Shareholder | Country | Shares | % | Shares | % | |||||
EIP BRAZIL HOLDINGS LLC | USA | 18,229,605 | 13.70% | 18,229,605 | 13.70% | |||||
MORGAN STANLEY & CO. | USA | 16,063,990 | 12.07% | 16,063,990 | 12.07% | |||||
FMR LLC (FIDELITY) | USA | 16,381,988 | 12.31% | 16,381,988 | 12.31% | |||||
Treasury shares | 3,124,972 | 2.35% | 3,124,972 | 2.35% | ||||||
Other | 79,286,963 | 59.58% | 79,286,963 | 59.58% | ||||||
Total shares | 133,087,518 | 100.00% | 133,087,518 | 100.00% | ||||||
Page: 24
2. SHARES HELD BY PARENT COMPANIES, MANAGEMENT AND BOARD
9/30/2009 | ||||||||
Common shares | Total shares | |||||||
Shares | % | Shares | % | |||||
Shareholders holding effective control of the | ||||||||
Company | 24,829,605 | 18.58% | 24,829,605 | 18.58% | ||||
Board of directors | 86,616 | 0.06% | 86,616 | 0.06% | ||||
Executive directors | 1,367,054 | 1.02% | 1,367,054 | 1.02% | ||||
Fiscal counsil | - | 0.00% | - | 0.00% | ||||
Effective control, shares, board members and | ||||||||
officers | 26,283,275 | 19.67% | 26,283,275 | 19.67% | ||||
Treasury shares | 3,124,972 | 2.34% | 3,124,972 | 2.34% | ||||
Outstanding shares in the market (*) | 104,225,071 | 77.99% | 104,225,071 | 77.99% | ||||
Total shares | 133,633,318 | 100.00% | 133,633,318 | 100.00% | ||||
9/30/2009 | ||||||||
Common shares | Total shares | |||||||
Shares | % | Shares | % | |||||
Shareholders holding effective control of the | ||||||||
Company | 18,229,605 | 13.70% | 18,229,605 | 13.70% | ||||
Board of directors | 16,222 | 0.01% | 16,222 | 0.01% | ||||
Executive directors | 1,423,040 | 1.07% | 1,423,040 | 1.07% | ||||
Effective control, shares, board members and | ||||||||
officers | 19,668,867 | 14.78% | 19,668,867 | 14.78% | ||||
Treasury shares | 3,124,972 | 2.35% | 3,124,972 | 2.35% | ||||
Outstanding shares in the market (*) | 110,293,679 | 82.87% | 110,293,679 | 82.87% | ||||
Total shares | 133,087,518 | 100.00% | 133,087,518 | 100.00% | ||||
Page: 25
3 COMMITMENT CLAUSE
The Company, its shareholders, directors and board members undertake to settle, through arbitration, any and all disputes or controversies that may arise between them, related to or originating from, particularly, the application, validity, effectiveness, interpretation, breach and the effects thereof, of the provisions of Law No. 6404/76, the Company's By-Laws, rules determined by the Brazilian Monetary Council (CMN), by the Central Bank of Brazil and by the Brazilian Securities Commission (CVM), as well as the other rules that apply to the operation of the capital market in general, in addition to those established in the New Market Listing Regulation, Participation in the New Market Contract and in the Arbitration Regulation of the Chamber of Market Arbitration.
Page: 26
Special Review Report of Independent
Certified Accountants
To the shareholders and management of Gafisa S.A:
1. We have carried out a limited review of the quarterly information of Gafisa S.A. (parent company and consolidated) at September 30, 2009, comprising the balance sheet, the statements of income, changes in shareholders equity and cash flow, and the accounting information included in the performance report for the quarter then ended. This information is the responsibility of the Company's management
2. Our review was carried out in accordance with specific standards established by the Institute of Independent Auditors of Brazil (IBRACON), in conjunction with the Federal Accounting Council (CFC), and mainly comprised: (a) inquiries of and discussions with management responsible for the accounting, financial and operating areas of the parent company and its subsidiaries with regard to the main criteria adopted for the preparation of the quarterly information (ITR); and (b) a review of the significant information and of the subsequent events which have, or could have, significant effects on the Company's and its subsidiaries financial position and operations.
3. Based on our limited review, we are not aware of any material modifications that should be made to the quarterly information referred to in paragraph 1 for such information to be stated in accordance with the regulations of the Brazilian Securities Commission (CVM) applicable to the preparation of quarterly information (ITR).
Page: 1
4. The balance sheet (parent company and consolidated) at June 30 2009, disclosed for comparison purpose, and the statements of income, changes in shareholders equity and cash flow (parent company and consolidated) for the six-month period then ended, were reviewed by other independent accountants, which review report dated July 31, 2009, was issued without exceptions. As mentioned in Note 2 (a), in connection with the changes in the accounting practices adopted in Brazil in 2008, the statements of income, changes in shareholders equity and cash flows for the quarter and nine-month period ended September 30, 2008, presented for comparison purposes, were adjusted and have been restated pursuant to Accounting Standards and Procedures (NPC) 12 - "Accounting Practices, Changes in Accounting Estimates and Correction of Errors", approved by Resolution No. 506/06. These statements of income, changes in shareholders equity and cash flow, and the respective notes to the financial statements, for the quarter and nine-month periods ended September 30, 2008, adjusted and restated, were reviewed by other independent accounts, which review report dated November 5, 2009 was issued without exceptions.
São Paulo, November 5, 2009.
Auditores Independentes | Daniel Gomes Maranhão Júnior | |
CRC 2SP018.196/O-8 | Accountant CRC 1SP-215.856/O-5 |
Page: 2
CHANGE IN ITEM 20.01 OTHER RELEVANT INFORMATION
Page: 1
Gafisa S.A. |
||
By: |
/s/
Alceu Duílio Calciolari |
|
Name: Alceu Duílio Calciolari
Title: Chief Financial Officer and Investor Relations Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.