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
|
|
|
|
Company data |
|
Capital Composition |
1 |
Individual financial statements |
|
Balance sheet - Assets |
2 |
Balance sheet – Liabilities |
3 |
Statement of operations |
4 |
Statement of comprehensive income (loss) |
5 |
Statement of cash flows |
6 |
Statements of changes in Equity |
|
01/01/2012 to 06/30/2012 |
7 |
01/01/2011 to 06/30/2011 |
8 |
Statement of value added |
9 |
Consolidated Financial Statements |
|
Balance sheet - Assets |
10 |
Balance sheet – Liabilities |
11 |
Statement of operations |
12 |
Statement of comprehensive income (loss) |
13 |
Statement of cash flows |
14 |
Statements of changes in Equity |
|
01/01/2012 to 06/30/2012 |
15 |
01/01/2011 to 06/30/2011 |
16 |
Statement of value added |
17 |
Comments on performance |
18 |
Notes to interim financial information |
43 |
Comments on Company’s Business Projections |
110 |
Other information deemed relevant by the Company |
112 |
Reports and statements |
|
Report on review of interim financial information |
n/a |
Management statement of interim financial information |
115 |
Management statement on the report on review of interim financial information |
116 |
|
|
COMPANY DATA / CAPITAL COMPOSITION
Number of Shares
(in thousands) |
CURRENT QUARTER
6/30/2012 |
|
Paid-in Capital |
| |
Common |
432,872 |
|
Preferred |
0 |
|
Total |
432,872 |
|
Treasury shares |
| |
Common |
600 |
|
Preferred |
0 |
|
Total |
600 |
|
1
INDIVIDUAL FINANCIAL STATEMENTS - BALANCE SHEET – ASSETS (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
ACTUAL QUARTER 6/30/2012 |
PRIOR YEAR 12/31/2012 |
1 |
Total Assets |
6,593,089 |
6,665,289 |
1.01 |
Current Assets |
2,381,754 |
2,275,354 |
1.01.01 |
Cash and cash equivalents |
14,618 |
32,226 |
1.01.01.01 |
Cash and banks |
14,284 |
31,116 |
1.01.01.02 |
Short-term investments |
334 |
1,110 |
1.01.02 |
Short-term investments |
129,132 |
90,962 |
1.01.02.01 |
Short-term investments |
129,132 |
90,962 |
1.01.02.01.02 |
Short-term investments – held for sale |
129,132 |
90,962 |
1.01.03 |
Accounts receivable |
1,250,824 |
1,390,694 |
1.01.03.01 |
Trade accounts receivable |
1,250,824 |
1,390,694 |
1.01.03.01.01 |
Receivables from clients of developments |
1,214,324 |
1,381,420 |
1.01.03.01.02 |
Receivables from clients of construction and services rendered |
36,500 |
9,274 |
1.01.04 |
Inventories |
693,143 |
504.489 |
1.01.04.01 |
Properties for sale |
693,143 |
504,489 |
1.01.07 |
Prepaid expenses expenses |
74,848 |
41,947 |
1.01.07.01 |
Prepaid expenses and others |
74,848 |
41,947 |
1.01.08 |
Other current assets |
219,189 |
215,036 |
1.01.08.01 |
Non current assets for sale |
26,462 |
65,969 |
1.01.08.01.01 |
Land available for sale |
26,462 |
65,969 |
1.01.08.03 |
Others |
192,727 |
149,067 |
1.01.08.03.01 |
Others accounts receivable and others |
23,121 |
26,503 |
1.01.08.03.02 |
Derivative financial instruments |
9,603 |
4,418 |
1.01.08.03.03 |
Receivables from related parties |
160,003 |
118,146 |
1.02 |
Non Current assets |
4,211,335 |
4,389,935 |
1.02.01 |
Non current assets |
480,665 |
730,559 |
1.02.01.03 |
Accounts receivable |
194,452 |
169,666 |
1.02.01.03.01 |
Receivables from clients of developments |
194,452 |
169,666 |
1.02.01.04 |
Inventories |
109,607 |
405,958 |
1.02.01.04.01 |
Properties for sale |
109,607 |
405,958 |
1.02.01.09 |
Others non current assets |
176,606 |
154,935 |
1.02.01.09.03 |
Others accounts receivable and others |
106,215 |
95,869 |
1.02.01.09.04 |
Receivables from related parties |
70,391 |
59,066 |
1.02.02 |
Investments |
3,683,699 |
3,616,333 |
1.02.02.01 |
Interest in associates and affiliates |
3,512,095 |
3,433,220 |
1.02.02.01.02 |
Interest in subsidiaries |
3,203,935 |
3,134,293 |
1.02.02.01.04 |
Other investments |
308,160 |
298,927 |
1.02.02.02. |
Interest in subsidiaries |
171,604 |
183,113 |
1.02.02.02.01 |
Interest in subsidiaries - goodwill |
171,604 |
183,113 |
1.02.03 |
Property and equipment |
13,841 |
12,074 |
1.02.03.01 |
Operation property and equipment |
13,841 |
12,074 |
1.02.04 |
Intangible assets |
33,130 |
30,969 |
1.02.04.01 |
Intangible assets |
33,130 |
30,969 |
2
INDIVIDUAL BALANCE SHEET - LIABILITIES AND EQUITY (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
ACTUAL QUARTER 6/30/2012 |
PRIOR YEAR 12/31/2011 |
2 |
Total Liabilities |
6,593,089 |
6,665,289 |
2.01 |
Current liabilities |
1,906,949 |
2,877,234 |
2.01.01 |
Social and labor obligations |
42,012 |
26,996 |
2.01.01.02 |
Labor obligations |
42,012 |
26,996 |
2.01.01.02.01 |
Salaries, payroll charges and profit sharing |
42,012 |
26,996 |
2.01.02 |
Suppliers |
45,425 |
54,295 |
2.01.02.01 |
Local suppliers |
45,425 |
54,295 |
2.01.03 |
Tax obligations |
31,760 |
50,868 |
2.01.03.01 |
Federal tax obligations |
31,760 |
50,868 |
2.01.04 |
Loans and financing |
800,642 |
2,007,964 |
2.01.04.01 |
Loans and financing |
511,768 |
721,788 |
2.01.04.02 |
Debentures |
288,874 |
1,286,176 |
2.01.05 |
Others obligations |
948,243 |
702,236 |
2.01.05.01 |
Payables to related parties |
570,713 |
198,197 |
2.01.05.02 |
Others |
377,530 |
504,039 |
2.01.05.02.04 |
Obligations for purchase of real estate and advances from customers |
158,224 |
232,792 |
2.01.05.02.05 |
Other obligations |
77,125 |
98,773 |
2.01.05.02.06 |
Payables to venture partners |
110,555 |
139,907 |
2.01.05.02.07 |
Obligations assumed on the assignment of receivables |
31,626 |
32,567 |
2.01.06 |
Provisions |
38,867 |
34,875 |
2.01.06.01 |
Tax, labor and civel lawsuits |
38,867 |
34,875 |
2.01.06.01.01 |
Tax lawsuits |
1,536 |
1,894 |
2.01.06.01.02 |
Labor lawsuits |
17,267 |
14,968 |
2.01.06.01.04 |
Civel lawsuits |
20,064 |
18,013 |
2.02 |
Non current liabilities |
2,056,420 |
1,139,582 |
2.02.01 |
Loans and financing |
1,543,769 |
444,705 |
2.02.01.01 |
Loans and financing |
664,445 |
444,705 |
2.02.01.01.01 |
Loans and financing in local currency |
664,445 |
444,705 |
2.02.01.02 |
Debentures |
879,324 |
0 |
2.02.02 |
Others obligations |
374,161 |
554,354 |
2.02.02.02 |
Others |
374,161 |
554,354 |
2.02.02.02.03 |
Obligations for purchase of real estate and advances from customers |
47,372 |
53,467 |
2.02.02.02.04 |
Other liabilities |
55,218 |
36,489 |
2.02.02.02.05 |
Payables to venture partners |
124,628 |
200,056 |
2.02.02.02.06 |
Obligations assumed on the assignment of receivables |
146,943 |
264,342 |
2.02.03 |
Deferred taxes |
63,814 |
66,801 |
2.02.03.01 |
Deferred income tax and social contribution |
63,814 |
66,801 |
2.02.04 |
Provisions |
74,676 |
73,722 |
2.02.04.01 |
Tax, labor and civel lawsuits |
74,676 |
73,722 |
2.03 |
Equity |
2,629,720 |
2,648,473 |
2.03.01 |
Capital |
2,734,159 |
2,734,157 |
2.03.02 |
Capital Reserves |
29,779 |
18,066 |
2.03.02.04 |
Granted options |
100,996 |
89,283 |
2.03.02.07 |
Reserve for expenditures with public offering |
(71,217) |
(71,217) |
2.03.04 |
Reserves |
(1,731) |
(1,731) |
2.03.04.09 |
Treasury shares |
(1,731) |
(1,731) |
2.03.05 |
Accumulated losses |
(132,487) |
(102,019) |
3
INDIVIDUAL STATEMENT OF OPERATIONS (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
ACTUAL QUARTER 4/1/2012 to 6/30/2012 |
YEAR TO DATE 1/1/2012 to 6/30/2012 |
PRIOR YEAR QUARTER 4/1/2011 to 6/30/2011 |
YEAR TO DATE FROM PREVIOUS YEAR 1/1/2011 to 6/30/2011 |
3.01 |
Gross Sales and/or Services |
339,774 |
652,796 |
306,420 |
541,332 |
3.01.01 |
Real estate development and sales and construction services rendered |
359,851 |
714,897 |
328,942 |
586,836 |
3.01.03 |
Taxes on sales and services |
(20,077) |
(62,101) |
(22,522) |
(45,504) |
3.02 |
Cost of sales and/or services |
(265,260) |
(508,740) |
(296.923) |
(509,050) |
3.02.01 |
Cost of real estate development |
(265,260) |
(508,740) |
(296.923) |
(509,050) |
3.03 |
Gross profit |
74,514 |
144,056 |
9,497 |
32,282 |
3.04 |
Operating expenses/income |
(28,256) |
(84,601) |
(37,539) |
(90,839) |
3.04.01 |
Selling expenses |
(28,115) |
(50,473) |
(32,219) |
(53,567) |
3.04.02 |
General and administrative expenses |
(33,068) |
(66,059) |
(23,933) |
(45,231) |
3.04.05 |
Other operating expenses |
(6,706) |
(20,160) |
(30,814) |
(55,537) |
3.04.05.01 |
Depreciation and amortization |
252 |
(11,216) |
(14,835) |
(22,385) |
3.04.05.02 |
Other operating expenses |
(6,958) |
(8,944) |
(15,979) |
(33,152) |
3.04.06 |
Equity pick-up |
39,633 |
52,091 |
49,427 |
63,496 |
3.05 |
Income (loss) before financial results and income taxes |
46,258 |
59,455 |
(28,042) |
(58,557) |
3.06 |
Financial |
(51,447) |
(92,909) |
(23,719) |
(41,504) |
3.06.01 |
Financial income |
4,941 |
9,112 |
9,688 |
20,829 |
3.06.02 |
Financial expenses |
(56,388) |
(102,021) |
(33,407) |
(62,333) |
3.07 |
Income before income taxes |
(5,189) |
(33,454) |
(51,761) |
(100,061) |
3.08 |
Income and social contribution taxes |
6.235 |
2,986 |
19,919 |
24,927 |
3.08.01 |
Current |
6,979 |
0 |
0 |
0 |
3.08.02 |
Deferred |
(744) |
2,986 |
19,919 |
24,927 |
3.09 |
Income (loss) from continuing operation |
1,046 |
(30,468) |
(31,842) |
(75,134) |
3.11 |
Income (loss) for the period |
1,046 |
(30,468) |
(31,842) |
(75,134) |
3.99 |
Income (loss) per share (Reais) |
|
|
|
|
3.99.01 |
Basic earnings (loss) per share |
|
|
|
|
3.99.01.01 |
ON |
0.00240 |
(0.07050) |
(0,07380) |
(0,17420) |
3.99.02 |
Diluted earnings (loss) per share |
|
|
|
|
3.99.02.01 |
ON |
0.00240 |
(0.07050) |
(0,07380) |
(0,17420) |
|
|
|
|
|
|
4
INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME (LOSS) (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
ACTUAL QUARTER 4/1/2012 to 6/30/2012 |
YEAR TO DATE 1/1/2012 to 6/30/2012 |
PRIOR YEAR QUARTER 4/1/2011 to 6/30/2011 |
YEAR TO DATE FROM PREVIOUS YEAR 1/1/2011 to 6/30/2011 |
4.01 |
Income (loss) for the period |
1,046 |
(30,468) |
(31,842) |
(75,134) |
4.03 |
Comprehensive income (loss) for the period |
1,046 |
(30,468) |
(31,842) |
(75,134) |
|
|
|
|
|
|
5
INDIVIDUAL STATEMENT OF CASH FLOWS – INDIRECT METHOD (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
YEAR TO DATE 6/30/2012 |
YEAR TO DATE FROM PREVIOUS YEAR 6/30/2011 |
6.01 |
Net cash from operating activities |
278,879 |
(240,147) |
6.01.01 |
Cash generated in the operations |
(31,223) |
(65,094) |
6.01.01.01 |
Loss before income and social contribution taxes |
(33,455) |
(100,061) |
6.01.01.02 |
Equity pick-up |
(52,091) |
(63,496) |
6.01.01.03 |
Stock options expenses |
11,423 |
6,310 |
6.01.01.04 |
Unrealized interest and finance charges, net |
1,361 |
53,989 |
6.01.01.05 |
Derivatives financial instruments |
(5,186) |
215 |
6.01.01.06 |
Depreciation and amortization |
11,216 |
22,385 |
6.01.01.07 |
Provision for legal claims |
14,935 |
14,578 |
6.01.01.08 |
Provision for profit sharing |
12,800 |
0 |
6.01.01.09 |
Warranty provision |
1,164 |
986 |
6.01.01.10 |
Write-off of property and equipment, net |
1,186 |
0 |
6.01.01.11 |
Allowance for doubtful accounts |
5,663 |
0 |
6.01.01.12 |
Provision for realization of non-financial assets – properties for sale |
(9,315) |
0 |
6.01.01.13 |
Provision for penalties due to delay in construction works |
(2,433) |
0 |
6.01.01.14 |
Write-off of Cipesa’s goodwill due to sale of landbank |
11,509 |
0 |
6.01.02 |
Variation in Assets and Liabilities |
310,102 |
(175,053) |
6.01.02.01 |
Trade accounts receivable |
109,421 |
(96,158) |
6.01.02.02 |
Properties for sale |
156,519 |
46,086 |
6.01.02.03 |
Other accounts receivable |
(6,967) |
(358,369) |
6.01.02.04 |
Prepaid expenses |
(32,902) |
2,054 |
6.01.02.05 |
Obligations for purchase of land and adv. from customers |
(80,665) |
51,277 |
6.01.02.06 |
Taxes and contributions |
(19,107) |
(2,568) |
6.01.02.07 |
Suppliers |
(8,871) |
7,514 |
6.01.02.08 |
Salaries and payable charges |
2,222 |
(6,816) |
6.01.02.09 |
Transactions with related parties |
330,660 |
115,629 |
6.01.02.10 |
Other obligations |
(4,833) |
65,835 |
6.01.02.11 |
Assignment of credits receivable, net |
(135,375) |
463 |
6.02 |
Net cash from investing activities |
(81,284) |
31,350 |
6.02.01 |
Purchase of property and equipment and intangible assets |
(16,330) |
(15.149) |
6.02.02 |
Additional investments in subsidiaries |
(26,784) |
(25,909) |
6.02.03 |
Redemption of short-term investments |
61,293 |
1,142,929 |
6.02.04 |
Short-term investments |
(99,463) |
(1,070,520) |
6.03 |
Net cash from financing activities |
(215,203) |
174,587 |
6.03.01 |
Capital increase |
2 |
1,591 |
6.03.02 |
Loans and financing obtained |
226,599 |
427,659 |
6.03.03 |
Payment of loans and financing |
(336,218) |
(332,196) |
6.03.04 |
CCI - Assignment of credits receivable |
10,519 |
43,468 |
6.03.06 |
Loan transactions with related parties |
(11,325) |
(10,935) |
6.03.07 |
Payables to venture partners |
(104,780) |
45,000 |
6.05 |
Net decrease of cash and cash equivalents |
(17,608) |
(34,210) |
6.05.01 |
Cash and cash equivalents at the beginning of the period |
32,226 |
66,092 |
6.05.02 |
Cash and cash equivalents at the end of the period |
14,618 |
31,882 |
6
INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 01/01/2012 TO 06/30/2012 (in thousands of Brazilian reais)
CODE |
DESCRIPTION |
Capital |
Capital reserves, stock options and treasury shares |
Profit reserves |
Retained earnings/ accumulated losses |
Others comprehensive income |
Total Equity |
5.01 |
Opening balance |
2,734,157 |
16,335 |
0 |
(102,019) |
0 |
2,648,473 |
5.03 |
Opening adjusted balance |
2,734,157 |
0 |
0 |
(102,019) |
0 |
2,648,473 |
5.04 |
Capital transactions with shareholders |
2 |
11,713 |
0 |
0 |
0 |
11,715 |
5.04.01 |
Capital increase |
2 |
0 |
0 |
0 |
0 |
2 |
5.04.03 |
Stock options plan |
0 |
11,713 |
0 |
0 |
0 |
11,713 |
5.05 |
Total of comprehensive loss |
0 |
0 |
0 |
(30,468) |
0 |
(30,468) |
5.05.01 |
Loss for the period |
0 |
0 |
0 |
(30,468) |
0 |
(30,468) |
5.07 |
Closing balance |
2,734,159 |
28,048 |
0 |
(132,487) |
0 |
2,629,720 |
7
INDIVIDUAL STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM 01/01/2011 TO 06/30/2011 (in thousands of Brazilian reais)
CODE |
DESCRIPTION |
Capital |
Capital reserves, stock options and treasury shares |
Profit reserves |
Retained earnings/ accumulated deficit |
Others comprehensive income |
Total equity |
5.01 |
Opening balance |
2,729,198 |
294,148 |
547,404 |
0 |
0 |
3,570,750 |
5.03 |
Opening Adjusted balance |
2,729,198 |
294,148 |
547,404 |
0 |
0 |
3,570,750 |
5.04 |
Capital transactions with shareholders |
1,591 |
9,414 |
0 |
0 |
0 |
11,005 |
5.04.01 |
Capital increase |
1,591 |
0 |
0 |
0 |
0 |
1,591 |
5.04.03 |
Stock options plan |
0 |
9,414 |
0 |
0 |
0 |
9,414 |
5.05 |
Comprehensive Income |
0 |
0 |
0 |
(75,134) |
0 |
(75,134) |
5.05.01 |
Loss for the period |
0 |
0 |
0 |
(75,134) |
0 |
(75,134) |
5.07 |
Closing balance |
2,730,789 |
303,562 |
547,404 |
(75,134) |
0 |
3,506,621 |
8
INDIVIDUAL STATEMENT OF VALUE ADDED (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
YEAR TO DATE 6/30/2012 |
YEAR TO DATE FROM PREVIOUS YEAR 6/30/2011 |
7.01 |
Revenues |
714,897 |
586,836 |
7.01.01 |
Real estate development, sale and services |
720,560 |
586,836 |
7.01.04 |
Allowance for doubtful accounts |
(5,663) |
0 |
7.02 |
Inputs acquired from third parties |
(500,897) |
(475,484) |
7.02.01 |
Cost of Sales and/or Services |
(467,983) |
(441,980) |
7.02.02 |
Materials, energy, outsourced labor and other |
(32,914) |
(33,504) |
7.03 |
Gross added value |
214,000 |
11,352 |
7.04 |
Retentions |
(11,216) |
(22,385) |
7.04.01 |
Depreciation, amortization and depletion |
(11,216) |
(22,285) |
7.05 |
Net added value produced by the Company |
202,784 |
88,967 |
7.06 |
Added value received on transfer |
61,203 |
84,325 |
7.06.01 |
Equity accounts |
52,091 |
63,496 |
7.06.02 |
Financial income |
9,112 |
20,829 |
7.07 |
Total added value to be distributed |
263,987 |
173,292 |
7.08 |
Added value distribution |
263,987 |
173,292 |
7.08.01 |
Personnel and payroll charges |
78,917 |
80,868 |
7.08.02 |
Taxes and contributions |
72,759 |
38,155 |
7.08.03 |
Compensation – Interest |
142,779 |
129,403 |
7.08.04 |
Compensation – Company capital |
(30,468) |
(75,134) |
7.08.04.03 |
Retained losses |
(30,468) |
(75,134) |
9
CONSOLIDATED FINANCIAL STATEMENTS - BALANCE SHEET - ASSETS (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
ACTUAL QUARTER 6/30/2012 |
PRIOR YEAR 12/31/2011 |
1 |
Total Assets |
9,170,654 |
9,506,624 |
1.01 |
Current Assets |
7,367,359 |
7,314,358 |
1.01.01 |
Cash and cash equivalents |
300,654 |
137.598 |
1.01.01.01 |
Cash and banks |
216,386 |
86,628 |
1.01.01.02 |
Short-term investments |
84,268 |
50,970 |
1.01.02 |
Short-term investments |
796,623 |
846,062 |
1.01.02.01 |
Short-term investments |
796,623 |
846,062 |
1.01.02.01.02 |
Short-term investments – held for sale |
796,623 |
846,062 |
1.01.03 |
Accounts receivable |
3,745,488 |
3,962,574 |
1.01.03.01 |
Trade accounts receivable |
3,745,488 |
3,962,574 |
1.01.03.01.01 |
Receivables from clients of developments |
3,732,140 |
3,951,170 |
1.01.03.01.02 |
Receivables from clients of construction and services rendered |
13,348 |
11,404 |
1.01.04 |
Inventories |
2,053,171 |
2,049,084 |
1.01.04.01 |
Properties for sale |
2,053,171 |
2,049,084 |
1.01.07 |
Prepaid expenses expenses |
92,788 |
73,532 |
1.01.07.01 |
Prepaid expenses and others |
92,788 |
73,532 |
1.01.08 |
Other current assets |
378,635 |
245,508 |
1.01.08.01 |
Non current assets for sale |
183,440 |
93,188 |
1.01.08.01.01 |
Land available for sale |
183,440 |
93,188 |
1.01.08.03 |
Others |
195,195 |
152,320 |
1.01.08.03.01 |
Others accounts receivable and others |
84,016 |
60,378 |
1.01.08.03.02 |
Derivative financial instruments |
93,490 |
84,207 |
1.01.08.03.03 |
Receivables from related parties |
17,689 |
7,735 |
1.02 |
Non Current assets |
1,803,295 |
2,192,266 |
1.02.01 |
Non current assets |
1,532,509 |
1,909,989 |
1.02.01.03 |
Accounts receivable |
922,044 |
863,874 |
1.02.01.03.01 |
Receivables from clients of developments |
922,044 |
863,874 |
1.02.01.04 |
Inventories |
382,382 |
798,206 |
1.02.01.04.01 |
Properties for sale |
382.382 |
798,206 |
1.02.01.09 |
Others non current assets |
228,083 |
247,909 |
1.02.01.09.03 |
Others accounts receivable and others |
110,924 |
143,850 |
1.02.01.09.04 |
Receivables from related parties |
117,159 |
104,059 |
1.02.03 |
Property and equipment |
48,789 |
52,793 |
1.02.03.01 |
Operation property and equipment |
48,789 |
52,793 |
1.02.04 |
Intangible assets |
221,997 |
229,484 |
1.02.04.01 |
Intangible assets |
50,393 |
46,371 |
1.02.04.02 |
Goodwill |
171,604 |
183,113 |
10
CONSOLIDATED BALANCE SHEET - LIABILITIES AND EQUITY (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
ACTUAL QUARTER 6/30/2012 |
PRIOR YEAR 12/31/2011 |
2 |
Total Liabilities |
9,170,654 |
9,506,624 |
2.01 |
Current liabilities |
3,163,644 |
4,815,939 |
2.01.01 |
Social and labor obligations |
94,248 |
75,002 |
2.01.01.02 |
Labor obligations |
94,248 |
75,002 |
2.01.01.02.01 |
Salaries, payroll charges and profit sharing |
88,702 |
75,002 |
2.01.02 |
Suppliers |
174,892 |
135,720 |
2.01.02.01 |
Local suppliers |
174,892 |
135,720 |
2.01.03 |
Tax obligations |
277,391 |
250,578 |
2.01.03.01 |
Federal tax obligations |
277,391 |
250,578 |
2.01.04 |
Loans and financing |
1,546,049 |
3,034,743 |
2.01.04.01 |
Loans and financing |
944,377 |
1,135,543 |
2.01.04.01.01 |
In Local Currency |
944,377 |
1,135,543 |
2.01.04.02 |
Debentures |
601,672 |
1,899,200 |
2.01.05 |
Others obligations |
1,032,197 |
1,285,021 |
2.1.05.01 |
Paybales to related parties |
137,977 |
97,937 |
2.01.05.02 |
Others |
894,220 |
1,187,084 |
2.01.05.02.02 |
Minimum mandatory dividends |
10,853 |
11,774 |
2.01.05.02.04 |
Obligations for purchase of real estate and advances from customers |
451,129 |
610,555 |
2.01.05.02.05 |
Payables to venture partners |
158,234 |
219,796 |
2.01.05.02.06 |
Obligations assumed on assignment of receivables |
204,270 |
274,214 |
2.01.05.02.07 |
Other obligations |
69,734 |
70,745 |
2.01.06 |
Provisions |
38,867 |
34,875 |
2.01.06.01 |
Tax, labor and civel lawsuits |
38,867 |
34,875 |
2.01.06.01.01 |
Tax lawsuits |
1,536 |
1,894 |
2.01.06.01.02 |
Labor lawsuits |
17,267 |
14,968 |
2.01.06.01.04 |
Civel lawsuits |
20,064 |
18,013 |
2.02 |
Non current liabilities |
3,260,865 |
1,943,591 |
2.02.01 |
Loans and financing |
2,309,692 |
721,067 |
2.02.01.01 |
Loans and financing |
1,130,583 |
721,067 |
2.02.01.01.01 |
Loans and financing in local currency |
1,130,583 |
721,067 |
2.02.01.02 |
Debentures |
1,179,109 |
0 |
2.02.02 |
Other obligations |
715,200 |
1,004,608 |
2.02.02.02 |
Others |
715,200 |
1,004,608 |
2.02.02.02.03 |
Obligations for purchase of real estate and advances from customers |
114,329 |
177,135 |
2.02.02.02.04 |
Other obligations |
133,622 |
142,857 |
2.02.02.02.05 |
Payables to venture partners |
171,534 |
253,390 |
2.02.02.02.06 |
Obligations assumed on assignment of receivables |
295,715 |
431,226 |
2.02.03 |
Deferred taxes |
91,079 |
83,002 |
2.02.03.01 |
Deferred income tax and social contribution |
91,079 |
83,002 |
2.02.04 |
Provisions |
144,894 |
134,914 |
2.02.04.01 |
Tax, labor and civel lawsuits |
144,894 |
134,914 |
2.02.04.01.01 |
Tax lawsuits |
13,995 |
13,958 |
2.02.04.01.02 |
Labor lawsuits |
30,829 |
24,792 |
2.02.04.01.04 |
Civel lawsuits |
100,070 |
96,164 |
2.03 |
Equity |
2,746,145 |
2,747,094 |
2.03.01 |
Capital |
2,734,159 |
2,734,157 |
2.03.02 |
Capital Reserves |
29,779 |
18,066 |
2.03.02.04 |
Granted options |
100,996 |
89,283 |
2.03.02.07 |
Reserve for expenditures with public offering |
(71,217) |
(71,217) |
2.03.04 |
Reserves |
(1,731) |
(1,731) |
2.03.04.09 |
Treasury shares |
(1,731) |
(1,731) |
2.03.05 |
Retained earnings/accumulated losses |
(132,487) |
(102,019) |
2.03.09 |
Non-controlling interest |
116,425 |
98,621 |
11
CONSOLIDATED STATEMENT OF OPERATIONS (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
ACTUAL QUARTER 4/1/2012 to 6/30/2012 |
YEAR TO DATE 1/1/2012 to 6/30/2012 |
PRIOR YEAR QUARTER 4/1/2011 to 6/30/2011 |
YEAR TO DATE FROM PREVIOUS YEAR 1/1/2011 to 6/30/2011 |
3.01 |
Gross Sales and/or Services |
1,040,537 |
1,968,370 |
985,525 |
1,716,273 |
3.01.01 |
Real estate development and sales and construction services rendered |
1,109,285 |
2,113,584 |
1,053,435 |
1,837,264 |
3.01.03 |
Taxes on sales and services |
(68,748) |
(145,214) |
(67,910) |
(120,991) |
3.02 |
Cost of sales and/or services |
(761,396) |
(1,487,650) |
(823,990) |
(1,439,578) |
3.02.01 |
Cost of real estate development |
(761,396) |
(1,487,650) |
(823,990) |
(1,439.578) |
3.03 |
Gross profit |
279,141 |
480,720 |
161,535 |
276,695 |
3.04 |
Operating expenses/income |
(208,309) |
(372,417) |
(169,690) |
(309,161) |
3.04.01 |
Selling expenses |
(78,165) |
(136,651) |
(77,945) |
(137,752) |
3.04.02 |
General and administrative expenses |
(93,034) |
(172,018) |
(60,354) |
(116,661) |
3.04.05 |
Other operating expenses |
(37,110) |
(63,748) |
(31,391) |
(54,748) |
3.04.05.01 |
Depreciation and amortization |
(14,355) |
(32,688) |
(22,754) |
(35,119) |
3.04.05.02 |
Other operating expenses |
(22,755) |
(31,060) |
(8,637) |
(19,629) |
3.05 |
Income (loss) before financial results and income taxes |
70,832 |
108,303 |
(8,155) |
(32,466) |
3.06 |
Financial |
(55,630) |
(97,805) |
(28,866) |
(59,864) |
3.06.01 |
Financial income |
21,721 |
41,410 |
21,697 |
46,361 |
3.06.02 |
Financial expenses |
(77,351) |
(139,215) |
(50,563) |
(106,225) |
3.07 |
Income before income taxes |
15,202 |
10,498 |
(37,021) |
(92,330) |
3.08 |
Income and social contribution taxes |
(5,795) |
(25,933) |
14,709 |
33,567 |
3.08.01 |
Current |
(4,037) |
(17,856) |
(12,259) |
(21,521) |
3.08.02 |
Deferred |
(1,758) |
(8,077) |
26,968 |
55,088 |
3.09 |
Income (loss) from continuing operation |
9,407 |
(15,435) |
(22,312) |
(58.763) |
3.11 |
Income (loss) for the period |
9,407 |
(15,435) |
(22,312) |
(58,763) |
3.11.01 |
Income (loss) attributable to the Company |
1,046 |
(30,468) |
(31,843) |
(75,134) |
3.11.02 |
Net income attributable to non-controlling interests |
8,361 |
15,033 |
9,531 |
16,371 |
3.99 |
Income (loss) per share (Reais) |
|
|
|
|
3.99.01 |
Basic earnings (loss) per share |
|
|
|
|
3.99.01.01 |
ON |
0,00240 |
(0,07050) |
(0,07380) |
(0,17420) |
3.99.02 |
Diluted earnings (loss) per share |
|
|
|
|
3.99.02.01 |
ON |
0,00240 |
(0,07050) |
(0,07380) |
(0,17420) |
12
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
ACTUAL QUARTER 4/1/2012 to 6/30/2012 |
YEAR TO DATE 1/1/2012 to 6/30/2012 |
PRIOR YEAR QUARTER 4/1/2011 to 6/30/2011 |
YEAR TO DATE FROM PREVIOUS YEAR 1/1/2011 to 6/30/2011 |
4.01 |
Income (loss) for the period |
9,407 |
(15,435) |
(22,312) |
(58.763) |
4.03 |
Consolidated comprehensive loss for the period |
9,407 |
(15,435) |
(22,312) |
(58,763) |
4.03.01 |
Income (loss) attributable to Gafisa |
1,046 |
(30,468) |
(31,843) |
(75,134) |
4.03.02 |
Net income attributable to the noncontrolling interests |
8,361 |
15,033 |
9,531 |
16,371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
CONSOLIDATED STATEMENT OF CASH FLOWS – INDIRECT METHOD (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
YEAR TO DATE 6/30/2012 |
YEAR TO DATE FROM PREVIOUS YEAR 6/30/2011 |
6.01 |
Net cash from operating activities |
172,700 |
(334,079) |
6.01.01 |
Cash generated in the operations |
115,343 |
51,526 |
6.01.01.01 |
Loss before income and social contribution taxes |
10,498 |
(92,330) |
6.01.01.02 |
Stock options expenses |
19,783 |
8,144 |
6.01.01.03 |
Unrealized interest and finance charges, net |
10,965 |
64,474 |
6.01.01.04 |
Depreciation and amortization |
32,688 |
35,119 |
6.01.01.05 |
Write-off of property and equipment, net |
4,745 |
0 |
6.01.01.06 |
Provision for legal claims |
32,717 |
20,036 |
6.01.01.07 |
Warranty provision |
2,284 |
4,744 |
6.01.01.08 |
Provision for profit sharing |
29,215 |
4,483 |
6.01.01.9 |
Allowance for doubtful accounts |
(13,052) |
6,385 |
6.01.01.10 |
Provision for realization of non-financial assets – properties for sale |
(20,894) |
0 |
6.01.01.11 |
Provision for penalties due to delay in construction works |
4,921 |
0 |
6.01.01.12 |
Derivatives financial instruments |
(10,036) |
471 |
6.01.01.14 |
Write-off of Cipesa’s goodwill due to sale of landbank |
11,509 |
0 |
6.01.02 |
Variation in Assets and Liabilities |
57,357 |
(385,605) |
6.01.02.01 |
Trade accounts receivable |
171,968 |
(397,057) |
6.01.02.02 |
Properties for sale |
342.379 |
(163,867) |
6.01.02.03 |
Other accounts receivable |
10,186 |
(2,111) |
6.01.02.04 |
Transactions with related parties |
30.756 |
(6,758) |
6.01.02.05 |
Prepaid expenses |
(19,255) |
(8,905) |
6.01.02.06 |
Suppliers |
39,173 |
35,231 |
6.01.02.07 |
Obligations for purchase of land and adv. from customers |
(222,232) |
114,996 |
6.01.02.08 |
Taxes and contributions |
26,812 |
33,656 |
6.01.02.09 |
Salaries and payable charges |
(9,969) |
(9,868) |
6.01.02.10 |
Other obligations |
(100,092) |
(15,870) |
6.01.02.11 |
Income tax and social contribution paid |
(17,856) |
(22,781) |
6.01.02.12 |
Assignment of credits receivable, net |
(194,513) |
57,729 |
6.02 |
Net cash from investing activities |
766 |
70,797 |
6.02.01 |
Purchase of property and equipment and intangible assets |
(48.673) |
(41,072) |
6.02.02 |
Redemption of short-term investments |
370,201 |
3,586,389 |
6.02.03 |
Short-term investments |
(320,762) |
(3,474,520) |
6.03 |
Net cash from financing activities |
(10,410) |
337,083 |
6.03.01 |
Capital increase |
2 |
1,591 |
6.03.02 |
Loans and financing obtained |
504,319 |
601,455 |
6.03.03 |
Payment of loans and financing |
(415,354) |
(467,040) |
6.03.04 |
CCI - Assignment of credits receivable |
45,225 |
155,889 |
6.03.05 |
Proceeds from subscription of redeemable equity interest in securitization fund |
11,915 |
(6,616) |
6.03.06 |
Payables to venture partners |
(143,418) |
72,464 |
6.03.07 |
Loans with related parties |
(13,099) |
(20,660) |
6.05 |
Net increase of cash and cash equivalents |
163,056 |
73,801 |
6.05.01 |
Cash and cash equivalents at the beginning of the period |
137,598 |
256,382 |
6.05.02 |
Cash and cash equivalents at the end of the period |
300,654 |
330,183 |
14
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 01/01/2012 TO 06/30/2012 (in thousands of Brazilian reais)
CODE |
DESCRIPTION |
Capital |
Capital reserves, stock options and treasury shares |
Profit reserves |
Retained earnings/ accumulated losses |
Others comprehensive income |
Total shareholders’ equity |
Non controlling interest |
Total equity consolidated |
5.01 |
Opening balance |
2,734,157 |
16,335 |
0 |
(102,019) |
0 |
2,648,473 |
98,621 |
2,747,094 |
5.03 |
Opening adjusted balance |
2,734,157 |
16,335 |
0 |
(102,019) |
0 |
2,648,473 |
98,621 |
2,747,094 |
5.04 |
Capital transactions with shareholders |
2 |
11,713 |
0 |
0 |
0 |
11,715 |
2,771 |
14,486 |
5.04.01 |
Capital increase |
2 |
0 |
0 |
0 |
|
2 |
4,184 |
4,186 |
5.04.03 |
Stock options plan |
0 |
11,713 |
0 |
0 |
0 |
11,713 |
(936) |
10,777 |
5.04.06 |
Dividends |
0 |
0 |
0 |
0 |
|
0 |
(477) |
(477) |
5.05 |
Total of comprehensive income (loss) |
0 |
0 |
0 |
(30,468) |
0 |
(30,468) |
15,033 |
(15,435) |
5.05.01 |
Income (loss) for the period |
0 |
0 |
0 |
(30,468) |
0 |
(30,468) |
15,033 |
(15,435) |
5.07 |
Closing balance |
2,734,159 |
28,048 |
0 |
(132,487) |
0 |
2,692,720 |
116,425 |
2,746,145 |
15
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM 01/01/2011 TO 06/30/2011 (in thousands of Brazilian reais)
CODE |
DESCRIPTION |
Capital |
Capital reserves, stock options and treasury shares |
Profit reserves |
Retained earnings/ accumulated deficit |
Others comprehensive income |
Total shareholders’ equity |
Non controlling interest |
Total equity consolidated |
5.01 |
Opening balance |
2,729,198 |
294,148 |
547,404 |
0 |
0 |
3.570.750 |
61,422 |
3,632,172 |
5.03 |
Opening Adjusted balance |
2,729,198 |
294,148 |
547,404 |
0 |
0 |
3.570.750 |
61,422 |
3,632,172 |
5.04 |
Capital transactions with shareholders |
1,591 |
9,414 |
0 |
0 |
0 |
11,005 |
55 |
11,060 |
5.04.01 |
Capital increase |
1,591 |
0 |
0 |
0 |
0 |
1,591 |
0 |
1,591 |
5.04.03 |
Stock options plan |
0 |
9,414 |
0 |
0 |
0 |
9,414 |
55 |
4,740 |
5.05 |
Comprehensive Income (loss) |
0 |
0 |
0 |
(75,134) |
0 |
(75,134) |
16,371 |
(58,763) |
5.05.01 |
Income (loss) for the period |
0 |
0 |
0 |
(75,134) |
0 |
(75,134) |
16.371 |
(58,763) |
5.06 |
Internal changes in Shareholders’ Equity |
0 |
0 |
0 |
0 |
0 |
0 |
1 |
1 |
5.06.04 |
Non controlling interests in subsidiaries SPEs |
0 |
0 |
0 |
0 |
0 |
0 |
1 |
1 |
5.07 |
Closing balance |
2,730,789 |
303,561 |
547,404 |
(75,134) |
0 |
3,506,621 |
77,849 |
3,584,470 |
16
CONSOLIDATED STATEMENT OF VALUE ADDED (in thousands of Brazilian Reais)
CODE |
DESCRIPTION |
YEAR TO DATE 6/30/2012 |
YEAR TO DATE FROM PREVIOUS YEAR 6/30/2011 |
7.01 |
Revenues |
2,113,584 |
1,830,879 |
7.01.01 |
Real estate development, sale and services |
2,100,532 |
1,837,264 |
7.01.04 |
Allowance for doubtful accounts |
13,052 |
(6,385) |
7.02 |
Inputs acquired from third parties |
(1,538,547) |
(1,438,520) |
7.02.01 |
Cost of sales and/or services |
(1,394,486) |
(1,344,279) |
7.02.02 |
Materials, energy, outsourced labor and other |
(144,061) |
(94,241) |
7.03 |
Gross added value |
575,037 |
392,359 |
7.04 |
Retentions |
(32,688) |
(35,119) |
7.04.01 |
Depreciation, amortization and depletion |
(32,688) |
(35,119) |
7.05 |
Net added value produced by the Company |
542,349 |
357,240 |
7.06 |
Added value received on transfer |
41,410 |
46,361 |
7.06.02 |
Financial income |
41,410 |
46,361 |
7.07 |
Total added value to be distributed |
583,759 |
403,601 |
7.08 |
Added value distribution |
583.759 |
403,601 |
7.08.01 |
Personnel and payroll charges |
179,323 |
148,042 |
7.08.02 |
Taxes and contributions |
202,526 |
129,170 |
7.08.03 |
Compensation – Interest |
232,378 |
201,523 |
7.08.04 |
Compensation – Company capital |
(30,468) |
(75,134) |
7.08.04.03 |
Retained losses |
(30,468) |
(75,134) |
17
GAFISA GROUP REPORTS RESULTS FOR 2Q12
--- Gafisa Group units deliveries increased 38% y-o-y to 6,032 in 2Q12 and ---
--- First half unit deliveries reached 51% of the mid-range of the full year guidance ---
--- Consolidated free cash generation was positive at R$231 million in 2Q12 ---
--- Operational consolidated cash flow reached R$361 million in 1S12, or ---
--- 60% of the mid range of full guidance which is R$500-R$700 million --
--- Launches reached R$546.5 million, with sales of R$630.3 million in 2Q12 ---
--- Consolidated sales velocity in the 2Q12 was 16.1%, or 20.1% ex-Tenda ---
IR Contact Info Luciana Doria Wilson Diego Santos Rosas Stella Hae Young Hong Email: ri@gafisa.com.br
IR Website: www.gafisa.com.br/ir
2Q12 Earnings Results Conference Call August 10, 2012
> 12pm US EST In English (simultaneous translation from Portuguese) + 1-516-300-1066 US EST Code: Gafisa
> 1pm Brasilia Time In Portuguese Phones: +55-11-3127-4971 (Brazil) Code: Gafisa
Replay: +55-11-3127-4999 (EUA) Code: 38738767 +55-11-3127-4999 (Brazil) Code: 67871310 Webcast: www.gafisa.com.br/ir Shares GFSA3– Bovespa GFA – NYSE Total Outstanding Shares: 432,137,7391 Average daily trading volume (90 days2): R$58.9 million 1) Including 599,486 treasury shares 2) Up to June 30, 2012 |
FOR IMMEDIATE RELEASE - São Paulo, August 9, 2012 – Gafisa S.A. (Bovespa: GFSA3; NYSE: GFA), Brazil’s leading diversified national homebuilder, today reported financial results for the second quarter ended June 30, 2012. Duilio Calciolari, Chief Executive Officer, said: “Our 2Q12 results demonstrate that our turnaround plan is on track and achieving operating improvements. We remain focused on driving cash flow generation, as well as improving operating and capital efficiencies. As to the R$1.01 billion launched in the 1H12, Gafisa continues to witness demand for the middle and middle to high income products, represented by the Gafisa and AlphaVille brands, which sold over R$1.11 billion during the period, with a consolidated sales velocity of launches of 52%. The Tenda business posted good sales speed of cancellations and inventory, improved the quality of receivables and contributed to consolidated positive operating cash flow for the quarter. During the first half, the transfer of Tenda units to financial institutions was in line with guidance.”
CONSOLIDATED FINANCIAL RESULTS ▲ Net revenue recognized by the “PoC” method was R$1 billion in the second quarter, which is in line with the year-ago result and up 12% on a sequential basis. ▲ Gross profit was R$279 million compared to R$201 million in the 1Q12 and R$161 million in the 2Q11. Gross margin increased to 27% in 2Q12, from 22% in the first quarter and 16% in 2Q11. ▲ EBITDA was R$149 million, compared to R$105 million in the 1Q12 and R$77 million in the 2Q11. EBITDA for Gafisa and AlphaVille totaled R$90 million and R$51 million, respectively. During the second quarter, Tenda’s EBITDA was R$8 million. During the first half, the EBITDA margin reached 13% or 19% ex-Tenda, as compared to 6% and 13%, respectively, in the first half of 2011. ▲ Second quarter net income was R$1 million compared with a net loss of R$32 million in both the 1Q12 and, 2Q11 result. ▲ At June 30, 2012, the Company had approximately R$1.1 billion in cash and cash equivalents compared to R$947 million at the end of 1Q12. The net debt to equity ratio decreased to 112% in the second quarter of 2012, from 122% in the 1Q12. ▲ Excluding project finance, the net debt/equity ratio was 34% as compared to 46% in the previous period. CONSOLIDATED OPERATING RESULTS ▲ Project launches totaled R$546.5 million in 2Q12, an 18% increase compared to 1Q12. Y-o-Y launches decreased 60% due to the implementation of the turnaround strategy announced at the end of 2011. The result represents 34% of the mid-range of full-year launch guidance of R$2.7 to R$3.3 billion and is in keeping with seasonally lower launches in the first half. ▲ Consolidated pre-sales totaled R$630.3 million in the second quarter, a 54% increase over the first quarter, and a 45% decrease over 2Q11. Sales from launches represented 47% of the total, while sales from inventory comprised the remaining 53%. ▲ The consolidated sales speed of launches reached 43.6% in 2Q12 and 52% in 1H12. Consolidated sales over supply reached 16.1%, compared to 25.2% in 2Q11, reflecting fewer launches to pursue corrective action in the Tenda business. Excluding the Tenda brand, second-quarter sales over supply was 20.1%, compared to 16.1% in 1Q12 and 28.2% in 2Q11. ▲ Consolidated inventory at market value decreased by R$222 million to R$3.3 billion from the first quarter. ▲ The Group delivered 12,197 units in the 1H12, representing a 64% Y-o-Y increase. Note: due to the adjustments in 2011 results, the interin results were restated. | |
19
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INDEX |
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Recent Events |
04 | |
Gafisa Group Key Numbers |
05 | |
Consolidated Numbers for the Gafisa Group |
06 | |
Gafisa Segment |
07 | |
AlphaVille Segment |
10 | |
Tenda Segment |
12 | |
Income Statement |
15 | |
Revenues |
15 | |
Gross Profit |
16 | |
Selling, General and Administrative Expenses |
16 | |
EBITDA |
17 | |
Net Income |
17 | |
Backlog of Revenues and Results |
17 | |
Balance Sheet |
18 | |
Cash and Cash Equivalents |
18 | |
Accounts Receivable |
18 | |
Inventory |
18 | |
Liquidity |
19 | |
Covenant Ratios |
19 | |
Outlook |
20 | |
Group Gafisa Consolidated Income Statement |
21 | |
Group Gafisa Consolidated Balance Sheet |
22 | |
Cash Flow |
23 | |
Glossary |
24 |
20
RECENT EVENTS
Consolidated Free Cash Generation Was Positive at R$231 Million In in 2Q12
Chart 1. Cash Generation (Cash burn) (3Q10 – 2Q12)
Gafisa ended the second quarter with R$1.1 billion in cash, a 16% increase over the R$947 million balance at the end of the first quarter. Across the Group, first-half unit deliveries were consistent with our full-year target and we are also on track to achieve our operating cash flow full year guidance of R$500-R$700 million. Consolidated free cash generation was positive at R$231 million in 2Q12. Operational consolidated cash flow reached R$361 million in 1H12, 60% of the mid range of full year guidance.
Updated Status of AlphaVille Acquisition
According to the terms of the Investment Agreement signed between Gafisa and Alphapar when Gafisa acquired control of AlphaVille in 2006, as the Parties have not reached an agreement on the acquisition of the remaining 20% stake in AlphaVille, the process was submitted to arbitration on an exclusive and final basis. The arbitration has been submitted to the Brazil-Canada Chamber of Conciliation and Arbitration as prescribed in the Agreement.
Updated Status of the Results by Brand
Gafisa has been implementing the strategic plan set in 2011, by focusing squarely on obtaining and maintaining operational consistency
Gafisa: (1) Gafisa was able to launch 45% of the mid-range of 2012 guidance of R$1.5 billion for the segment. (2) New Market projects, where Gafisa had lower margins are being delivered and should be substancially completed throughout the year. (3) Sales performance related to inventory has improved. (4) Gafisa has been contributing to the generation of operating cashflow.
Tenda: (1) Conditions have improved over the past 90 days, as compared to late last year and early this year, with healthy sales speed, better execution and improved quality in the portfolio of receivables. (2) In the first half, Tenda transferred 6,422 units to financial institutions reflecting 54% of the mid-range of guidance provided for the full year of 10,000–14,000 customers. (3) Tenda is contributing to the consolidated positive operating cash flow posted.
AlphaVille: (1) Continues to launch developments with good demand - two projects (AlphaVille Mossoró and Terras AlphaVille Anápolis) were launched in June with sales of 55% in the final month of the quarter. (2) The results underscore the growing share of AlphaVille in the product mix. The brand accounted for 33% share of 1H12 consolidated launches, up from a 18% a year ago.
Units Delivery Consistent with Full Year Guidance
Chart 2. Delivered units (2007 – 2Q12)
In the second quarter of 2012, the Company was able to achieve operational consistency in unit deliveries. Gafisa delivered 34 projects encompassing 6,032 units, a 38% increase on the 4,359 delivered during 2Q11. In the first half, the Gafisa Group achieved unit deliveries of 12,197 units representing a 64% Y-o-Y increase. See the accompanying chart for detailed information.
21
KEY NUMBERS FOR THE GAFISA GROUP
Table 1 – Operating and Financial Highlights – (R$000, unless otherwise specified)
|
2Q12 |
1Q12 |
Q-o-Q(%) |
2Q11 |
Y-o-Y(%) |
1H12 |
1H11 |
Y-o-Y(%) |
Launches (%Gafisa) |
546,519 |
463,740 |
18% |
1,380,270 |
-60% |
1,010,259 |
1,892,875 |
-47% |
Launches (100%) |
579,856 |
568,046 |
2% |
1,482,487 |
-61% |
1,147,902 |
2,076,701 |
-45% |
Launches, units (%Gafisa) |
1,182 |
1,283 |
-8% |
6,083 |
-81% |
2,465 |
8,337 |
-70% |
Launches, units (100%) |
1,426 |
1,667 |
-14% |
6,909 |
-79% |
3,093 |
9,645 |
-68% |
Contracted sales (%Gafisa) |
630,295 |
408,237 |
54% |
1,147,002 |
-45% |
1,038,532 |
1,969,222 |
-47% |
Contracted sales (100%) |
729,452 |
507,213 |
44% |
1,274,977 |
-43% |
1,236,665 |
2,210,699 |
-44% |
Contracted sales, units (% Gafisa) |
1,629 |
501 |
225% |
4,219 |
-61% |
2,130 |
7,580 |
-72% |
Contracted sales, units (100%) |
2,055 |
899 |
129% |
4,907 |
-58% |
2,954 |
8852 |
-67% |
Contracted sales from Launches (%co) |
299,084 |
222,944 |
34% |
686,518 |
-56% |
605,479 |
879,849 |
-31% |
Sales over Supply (SoS) % |
16% |
10% |
567 bps |
25% |
-914 bps |
24% |
37% |
-1270 bps |
Completed Projects (%Gafisa) |
1,195,783 |
1,106,806 |
8% |
681,957 |
75% |
2,267,545 |
1,206,899 |
88% |
Completed Projects, units (%Gafisa) |
6,032 |
6,165 |
-2% |
4,359 |
38% |
12,197 |
7,419 |
64% |
|
|
|
|
|
|
|
|
|
Consolidated Land bank (R$) |
15.398.446 |
16.759.355 |
-8% |
18.412.077 |
-16% |
15.398.446 |
18.412.077 |
-16% |
Potential Units |
63.146 |
83.124 |
-24% |
88.418 |
-29% |
63.146 |
88.418 |
-29% |
Number of Projects / Phases |
121 |
154 |
-21% |
182 |
-34% |
121 |
182 |
-34% |
|
|
|
|
|
|
|
|
|
Net revenues |
1,040,53779 |
927,833 |
12% |
985,525 |
6% |
1,968,370 |
1,716,273 |
15% |
Gross profit |
279,141 |
201,579 |
38% |
161,535 |
73% |
480,720 |
276,695 |
74% |
Gross margin |
27% |
21,70% |
513bps |
16,4% |
1044bps |
24% |
16% |
830bps |
Adjusted Gross Margin ¹ |
32% |
27% |
18% |
22% |
45% |
29% |
22% |
32% |
Adjusted EBITDA ² |
148,751 |
105,187 |
41% |
77,496 |
92% |
253,937 |
106,097 |
139% |
Adjusted EBITDA margin ² |
14% |
11% |
300bps |
8% |
643bps |
13% |
6% |
672bps |
Adjusted EBITDA margin ² (ex-Tenda) |
19% |
20% |
-140 bps |
12% |
671 bps |
19% |
13% |
642 bps |
Adjusted Net (loss) profit ² |
22,678 |
(18,330) |
nm |
(17,530) |
nm |
4,348 |
(50,619) |
nm |
Adjusted Net margin ² |
2,2% |
-3,40% |
nm |
nm |
nm |
0,2% |
-2,9% |
nm |
Net (loss) profit |
1,046 |
(31,515) |
nm |
(31,843) |
nm |
(30,468) |
(75,134) |
nm |
EPS (loss) (R$) |
0,0024 |
(0,0729) |
nm |
(0,0738) |
nm |
(0,0705) |
(0,1741) |
nm |
Number of shares ('000 final) |
432,272 |
432,099 |
0% |
431,538 |
0% |
432,272 |
431,538 |
0% |
|
|
|
|
|
|
|
|
|
Revenues to be recognized |
4,124,151 |
4,238,385 |
-3% |
4,276,647 |
-4% |
4,124,151 |
4,276,647 |
-4% |
Results to be recognized ³ |
1,476,003 |
1,514,940 |
-3% |
1,559,713 |
-5% |
1,476,003 |
1,559,713 |
-5% |
REF margin ³ |
36% |
36% |
9bps |
36% |
-68bps |
36% |
36% |
-68bps |
|
|
|
|
|
|
|
|
|
Net debt and investor obligations |
3,088,233 |
3,321,491 |
-7% |
2,890,008 |
7% |
3,088,232 |
2,890,008 |
7% |
Cash and cash equivalent |
1,097,277 |
947,138 |
16% |
1,163,080 |
-6% |
1,097,277 |
1,163,080 |
-6% |
Equity |
2,629,720 |
2,623,137 |
0% |
3,506,620 |
-25% |
2,629,720 |
3,506,620 |
-25% |
Equity + Minority shareholders |
2,746,145 |
2,728,495 |
1% |
3,584,470 |
-23% |
2,746,145 |
3,584,470 |
-23% |
Total assets |
9.170.654 |
9.367.678 |
-2% |
9.772.460 |
-6% |
9.170.654 |
9.772.460 |
-6% |
(Net debt + Obligations) / (Equity + Min) |
112% |
122% |
-954bps |
81% |
3183bps |
112% |
81% |
3183bps |
Note: Unaudited Financial Operational data | ||||||||
1) Adjusted for capitalized interest | ||||||||
2) Adjusted for expenses on stock option plans (non-cash), minority shareholders | ||||||||
3) Results to be recognized net of PIS/Cofins - 3.65%; excludes the AVP method introduced by Law nº 11,638 | ||||||||
4) Note: during 1Q12, Tenda land bank was readjusted to focus on core regions, 2Q12 all remaining non-strategic land bank were excluded |
Nm = not meaningful
22
CONSOLIDATED DATA FOR THE GAFISA GROUP
Consolidated Launches
Second quarter 2012 launches totaled R$546.5 million, an 18% increase over 1Q12. Y-o-Y launches decreased 60% due to the implementation of the turnaround strategy announced at the end of 2011. The result represents 34% of the mid-range of full-year launch guidance of R$2.7 to R$3.3 billion and is in keeping with seasonally lower launches in the first half. 11 projects/phases were launched across 5 states in 1H12, with Gafisa accounting for 67% of launches and AlphaVille the remaining 33%.
Table 2. Consolidated Launches (R$ million)
Launches |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) |
Gafisa Segment |
465,900 |
214,690 |
117% |
935,259 |
-50% |
680,590 |
1,163,562 |
-42% |
AlphaVille Segment |
80,619 |
249,050 |
-68% |
95,567 |
-16% |
329,669 |
277,482 |
19% |
Tenda Segment |
- |
- |
0% |
349,443 |
nm |
- |
451,832 |
nm |
Total |
546,519 |
463,740 |
18% |
1,380,270 |
-60% |
1,010,259 |
1,892,875 |
-47% |
Consolidated Pre-Sales
Second-quarter 2012 consolidated pre-sales totaled R$630.3 million, a 54% sequential increase, and a 45% decrease over 2Q11. Sales from launches represented 47% of the total, while sales from inventory comprised the remaining 53%.
Table 3. Consolidated Pre-Sales (R$ million) |
|
|
| |||||||||||||
Pre-sales |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | ||||||||
Gafisa Segment |
456,383 |
316,702 |
44% |
778,300 |
-41% |
773,085 |
1,201,812 |
-36% | ||||||||
AlphaVille Segment |
158,184 |
181,978 |
-13% |
145,013 |
9% |
340,161 |
315,932 |
8% | ||||||||
Tenda Segment |
15,728 |
(90,443) |
nm |
223,689 |
nm |
(74,715) |
451,478 |
nm | ||||||||
Total |
630,295 |
408,237 |
54% |
1,147,002 |
-45% |
1,038,532 |
1,969,222 |
-47% | ||||||||
Consolidated Sales over Supply (SoS)
Consolidated sales over supply reached 16.1%, compared to 25.2% in 2Q11, reflecting fewer launches to pursue corrective action at the Tenda business. Excluding the Tenda brand, second-quarter sales over supply was 20.1%, compared to 16.1% in 1Q12 and 28.2% in 2Q11. The consolidated sales speed of launches reached 43.6%.
Table 4. Gafisa Group Sales over Supply (SoS)
Launches |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) |
Gafisa (A) |
19.6% |
13.9% |
41% |
28.6% |
-32% |
29.2% |
38.2% |
-24% |
AlphaVille (B) |
21.6% |
22.2% |
-3% |
25.9% |
-17% |
37.3% |
43.3% |
-14% |
Total (A) + (B) |
20.1% |
16.1% |
24% |
28.2% |
-29% |
31.3% |
39.2% |
-20% |
Tenda (C) |
1.8% |
-11.0% |
nm |
17.6% |
nm |
-9.8% |
30.2% |
nm |
Total (A) + (B) + (C) |
16.1% |
10.4% |
54% |
25.2% |
-36% |
24.0% |
36.7% |
-35% |
Notes: nm = not meaningful
Results by Brand
Table 5. Main Operational & Financial Numbers - Contribution by Brand – 1H12
|
Gafisa (A) |
AlphaVille (B) |
Total (A) + (B) |
Tenda (C) |
Total (A) + (B) + C) |
Deliveries (PSV R$mn) |
1,283,597 |
309,906 |
1,593,503 |
709,087 |
2,302,590 |
Deliveries (% contribution) |
56% |
13% |
69% |
31% |
100% |
Deliveries (units) |
4,026 |
1,637 |
5,663 |
6,534 |
12,197 |
Launches (R$mn) |
680,590 |
329,669 |
1,010,259 |
0 |
1,010,259 |
Launches (% contribution) |
67% |
33% |
100% |
0% |
100% |
Launches (units) |
1,065 |
1,400 |
2,465 |
0 |
2,465 |
Pre-sales |
773,085 |
340,161 |
1,113,247 |
(74,715) |
1,038,532 |
Pre-Sales (% contribution) |
74% |
33% |
107% |
-7% |
100% |
Revenues (R$mn) |
1,080,728 |
291,246 |
1,371,974 |
596,396 |
1,968,370 |
Revenues (% contribution) |
55% |
15% |
70% |
30% |
100% |
Gross Profit (R$mn) |
238.344 |
159.231 |
397.574 |
83.146 |
480.720 |
Gross Margin (%) |
22% |
55% |
29% |
14% |
24% |
EBITDA (R$mn) |
171,667 |
91,396 |
263,063 |
(9,125) |
253,935 |
EBITDA Margin (%) |
16% |
31% |
19% |
-2% |
13% |
EBITDA (% contribution) |
68% |
36% |
104% |
-4% |
100% |
23
GAFISA SEGMENT
Focuses on residential developments within the upper, upper-middle, and middle-income segments, with unit prices exceeding R$250,000, located in 50 cities across 19 states. |
Gafisa Segment Launches
Second-quarter launches reached R$465.9 million and included 5 projects/phases concentrated in São Paulo, 117% higher than the R$214.7 million experienced in the first quarter.
Table 6. Launches by Market Region Gafisa Segment (R$ million)
%Gafisa - R$000 |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | |
Gafisa |
São Paulo |
465,900 |
214,690 |
117% |
865,309 |
-46% |
680,590 |
1,023,088 |
-33% |
|
Rio de Janeiro |
0 |
0 |
0% |
55,243 |
nm |
0 |
125,766 |
nm |
|
Other |
0 |
0 |
0% |
14,708 |
nm |
0 |
14,708 |
nm |
|
Total |
465,900 |
214,690 |
117% |
935,259 |
-50% |
680,590 |
1,163,561 |
-42% |
|
Units |
655 |
410 |
60% |
2,589 |
-75% |
1,065 |
3,344 |
-68% |
Table 7. Launches by unit price Gafisa Segment (R$ million)
%Gafisa - R$000 |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | |
Gafisa |
≤R$500K |
34,211 |
62,099 |
-45% |
729,837 |
-95% |
96,310 |
845,196 |
-89% |
|
>R$500K |
431,689 |
152,591 |
183% |
205,422 |
110% |
584,280 |
318,365 |
84% |
|
Total |
465,900 |
214,690 |
117% |
935,259 |
-50% |
680,590 |
1,163,561 |
-42% |
Gafisa Segment Pre-Sales
Second quarter pre-sales totaled R$456.4 million, a 44% increase over 1Q12. Units launched during the same year represented 48% of total sales, while sales from inventory accounted for the remaining 52%. In 2Q12, sales velocity (sales over supply) was 19.6%, compared to 13.9% in 1Q12, and 19.7% in 2Q11. The sales velocity of Gafisa launches was 41.8%.
Table 8. Pre-Sales by Market Region Gafisa Segment (R$ million)
%co - R$000 |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | |
Gafisa |
São Paulo |
387,970 |
243,782 |
59% |
602,992 |
-36% |
631,752 |
931,512 |
-32% |
|
Rio de Janeiro |
60,484 |
54,431 |
11% |
103,748 |
-42% |
114,916 |
162,691 |
-29% |
|
Other |
7,929 |
18,489 |
-57% |
71,560 |
-89% |
26,418 |
107,609 |
-75% |
|
Total |
456,383 |
316,702 |
44% |
778,300 |
-41% |
773,085 |
1,201,812 |
-36% |
|
Units |
848 |
647 |
31% |
1,946 |
-56% |
1,495 |
2,856 |
-48% |
Table 9. Pre-Sales by unit Price Gafisa Segment (R$ million)
%co - R$000 |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | |
Gafisa |
≤ R$500K |
179,789 |
146,342 |
23% |
561,175 |
-68% |
326,131 |
748,601 |
-56% |
|
> R$500K |
276,594 |
170,360 |
62% |
217,125 |
27% |
446,955 |
453,212 |
-1% |
|
Total |
456,383 |
316,702 |
44% |
778,300 |
-41% |
773,085 |
1,201,813 |
-36% |
Table 10. Pre-Sales by unit Price Gafisa Segment (# units)
%co - R$000 |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | |
Gafisa |
≤ R$500K |
458 |
476 |
-4% |
1,700 |
-73% |
934 |
2,308 |
-60% |
|
> R$500K |
390 |
171 |
129% |
246 |
58% |
561 |
548 |
2% |
|
Total |
848 |
647 |
31% |
1,946 |
-56% |
1,495 |
2,856 |
-48% |
24
Gafisa Segment Delivered Projects
During the first half of 2012, Gafisa delivered 23 projects/phases and 4.026 units. The tables below list the products delivered in 1H12:
Table 11. Delivered Projects Gafisa Segment (1H12) |
|
|
|
|
| ||
Company |
Project |
Delivery |
Launch |
Local |
% co |
Units |
PSV R$000 |
Gafisa |
VNSJ Metropolitan |
Jan-12 |
2009 |
São José - SP |
100% |
96 |
30,028 |
Gafisa |
VNSJ Vitoria e Lafayette |
Jan-12 |
2008 |
São José - SP |
100% |
192 |
57,518 |
Gafisa |
Mansão Imperial F2 |
Jan-12 |
2010 |
São Bernardo do Campo - SP |
100% |
100 |
62,655 |
Gafisa |
Reserva das Laranjeiras |
Jan-12 |
2008 |
Rio de Janeiro - RJ |
100% |
108 |
61,818 |
Gafisa |
Alegria F2 A |
Feb-12 |
2010 |
Guarulhos - SP |
100% |
139 |
43,750 |
Gafisa |
Paulista Corporate |
Feb-12 |
2009 |
São Paulo - SP |
100% |
168 |
72,213 |
Gafisa |
Neogarden |
Feb-12 |
2008 |
Curitiba - PR |
100% |
144 |
40,427 |
Gafisa |
Reserva Santa Cecília |
Feb-12 |
2007 |
Volta Redonda - RJ |
100% |
122 |
23,835 |
Gafisa |
JTR - Comercial |
Feb-12 |
2007 |
Maceió - AL |
50% |
193 |
11,911 |
Gafisa |
Parc Paradiso |
Feb-12 |
2007 |
Belém - PA |
90% |
432 |
58,754 |
Gafisa |
Supremo Ipiranga |
Mar-12 |
2009 |
São Paulo - SP |
100% |
104 |
54,860 |
Gafisa |
GPARK Árvores |
Mar-12 |
2007 |
São Luis - MA |
50% |
240 |
29,978 |
Gafisa |
Parque Barueri Fase 1 |
Mar-12 |
2008 |
Barueri - SP |
100% |
677 |
151,968 |
Total |
1Q12 |
|
|
|
|
2,715 |
699,715 |
Gafisa |
Mosaico (Fradique Coutinho) |
Apr-12 |
2010 |
São Paulo - SP |
100% |
62 |
42,947 |
Gafisa |
Montblanc |
May-12 |
2008 |
São Paulo - SP |
80% |
112 |
106,353 |
Gafisa |
Laguna di Mare |
May-12 |
2008 |
Rio de Janeiro - RJ |
100% |
192 |
71,889 |
Gafisa |
Carpe Diem Belém |
May-12 |
2008 |
Belém - PA |
80% |
90 |
37,094 |
Gafisa |
Orbit |
May-12 |
2008 |
Curitiba - PR |
100% |
185 |
31,532 |
Gafisa |
Vistta Santana |
Jun-12 |
2009 |
São Paulo - SP |
100% |
168 |
117,598 |
Gafisa |
Vision Brooklin |
Jun-12 |
2009 |
São Paulo - SP |
100% |
266 |
116,666 |
Gafisa |
Riservato |
Jun-12 |
2010 |
Rio de Janeiro - RJ |
100% |
42 |
27,310 |
Gafisa |
Nouvelle |
Jun-12 |
2008 |
Aracajú - SE |
100% |
12 |
27,129 |
Gafisa |
Alta Vistta F2 |
Jun-12 |
2010 |
Maceio - AL |
50% |
182 |
5,364 |
Total |
2Q12 |
|
|
|
|
1,311 |
583,882 |
Total |
1H12 |
|
|
|
|
4,026 |
1,283,597 |
Projects launched Gafisa Segment
The following table displays Gafisa Segment projects launched during 1H12:
Table 12. Projects Launched during Gafisa Segment (1H12) | ||||||||
Projects |
Launch Date |
Local |
% co |
Units |
PSV |
% sales |
Sales | |
1Q12 |
|
|
|
|
|
|
| |
Duquesa - Lorian Qd2B |
March |
Osasco - SP |
100% |
130 |
152,591 |
35% |
53,584 | |
Maraville (Ana Maria Lote A) |
March |
Jundiaí - SP |
100% |
280 |
62,099 |
61% |
37,860 | |
Total 1Q12 |
|
|
|
410 |
214,690 |
43% |
91,444 | |
2Q12 |
|
|
|
|
|
|
| |
Like Brooklin |
May |
São Paulo - SP |
100% |
146 |
98,479 |
49% |
47,909 | |
ECLAT |
May |
São Paulo - SP |
100% |
49 |
134,966 |
34% |
45,267 | |
Energy |
Jun |
São Paulo - SP |
100% |
156 |
78,080 |
44% |
34,128 | |
Coloratto |
Jun |
São Caetano do Sul - SP |
100% |
192 |
120,165 |
43% |
51,275 | |
Mistral |
Jun |
São Paulo - SP |
100% |
112 |
34,211 |
47% |
16,043 | |
Total 2Q12 |
|
|
|
655 |
465,900 |
42% |
194,622 | |
Total 1H12 |
|
|
|
1,065 |
680,590 |
42% |
286,066 | |
Note: The VSO refers to contracted sales over the corresponding period of the offer. In this calculation, we consider the stock adjusted to reflect the correct price.
Table 13. Land Bank Gafisa Segment – as of 2Q12
|
PSV - R$million |
%Swap |
%Swap |
%Swap |
Potential units |
Potential units |
São Paulo |
3,634,675 |
33% |
32% |
1% |
7,981 |
9,121 |
Rio de Janeiro |
1,267,447 |
43% |
43% |
0% |
2,059 |
2,069 |
Total |
4,902,122 |
36% |
35% |
1% |
10,039 |
11,189 |
25
Table 14. Adjusted EBITDA Gafisa Segment (R$000)
(R$'000) Consolidated |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) |
Net profit |
(12,223) |
(22,411) |
-45% |
(66,022) |
-81% |
(34,633) |
(110,086) |
-69% |
(+) Financial result |
52,869 |
34,444 |
53% |
33,370 |
58% |
87,314 |
59,405 |
47% |
(+) Income taxes |
(397) |
13,370 |
-103% |
(13,244) |
-97% |
12,972 |
(14,767) |
-188% |
(+) Depreciation and Amort. |
9,872 |
15,264 |
-35% |
16,631 |
-41% |
25,136 |
25,011 |
0% |
(+) Capitalized interest |
33,784 |
35,052 |
-4% |
49,979 |
-32% |
68,836 |
82,385 |
-16% |
(+) Stock option plan expenses |
5,389 |
6,034 |
-11% |
3,774 |
43% |
11,423 |
6,310 |
81% |
(+) Minority shareholders |
597 |
22 |
2614% |
273 |
119% |
620 |
373 |
66% |
Adjusted EBITDA |
89,891 |
81,775 |
10% |
24,761 |
263% |
171,668 |
48,631 |
253% |
Net revenues |
593,149 |
487,579 |
22% |
519,629 |
14% |
1,080,728 |
902,720 |
20% |
Adjusted EBITDA margin |
15% |
17% |
-185 bps |
5% |
1039 bps |
16% |
5% |
1050 bps |
Note: Net Revenues include 8% of sales of land bank that did not generate margins.
26
ALPHAVILLE SEGMENT
Focuses on the sale of residential lots, with unit prices between R$100,000 and R$500,000, and is present in 68 cities across 23 states and in the Federal District |
AlphaVille Segment Launches
The operations of the AlphaVille is consistent with our plan. Second-quarter launches totaled R$80.6 million, a reduction of 68% from 1Q12 and 16% decrease from 2Q11, and included 2 projects/phases across 2 states. The brand accounted for a 33% share of 1H12 consolidated launches, up from 18% a year ago, underscoring the increasing share of AlphaVille in the product mix.
Table 15 - Launches by AlphaVille Segment (R$ million)
%co - R$000 |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | |
AlphaVille |
|
80,619 |
249,050 |
-68% |
95,567 |
-16% |
329,669 |
344,617 |
-4% |
|
Total |
80,619 |
249,050 |
-68% |
95,567 |
-16% |
329,669 |
344,617 |
-4% |
|
Units |
527 |
873 |
-40% |
702 |
-25% |
1,400 |
1,575 |
-11% |
Table 16 - Launches by unit price AlphaVille Segment - (R$ million)
%co - R$000 |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | |
AlphaVille |
≤ R$200K; |
80,619 |
- |
nm |
- |
nm |
80,619 |
62,260 |
29% |
|
> R$200K; ≤ R$500K |
- |
249,050 |
nm |
95,567 |
nm |
249,050 |
215,221 |
16% |
|
> R$500K |
- |
- |
nm |
- |
nm |
- |
67,136 |
nm |
|
Total |
80,619 |
249,050 |
-68% |
95,567 |
-16% |
329,669 |
344,617 |
-4% |
AlphaVille Pre-Sales
Second-quarter pre-sales reached R$158.2 million, a 6% decrease from the first quarter of 2012 and 5% decrease Y-o-Y. During 1H12, the residential lots segment’s share of consolidated pre-sales increased to 34% from 16% in 1H11. In 2Q12, sales velocity (sales over supply) was 21.6% compared to 22.2% in 1Q12. Second-quarter sales velocity from launches was 72%. Sales from launches represented 51% of total sales, while the remaining 49% came from inventory.
Table 17 - Pre-Sales AlphaVille Segment - (R$ million) | |||||||||||||||
%co - R$000 |
|
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | ||||||
AlphaVille |
|
158,184 |
181,978 |
-13% |
145,013 |
9% |
340,162 |
315,932 |
8% | ||||||
|
Total |
158,184 |
181,978 |
-13% |
145,013 |
9% |
340,162 |
315,932 |
8% | ||||||
|
Units |
717 |
761 |
-6% |
751 |
-5% |
1.478 |
1.647 |
-10% | ||||||
Table 18. Pre-Sales by unit Price AlphaVille Segment (R$ million) | |||||||||||||||
%AlphaVille R$000 |
|
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | ||||||
AlphaVille |
≤ R$200K; |
96,070 |
6,155 |
1461% |
- |
0% |
102,225 |
92,290 |
11% | ||||||
|
> R$200K; ≤ R$500K |
43,628 |
186,379 |
-77% |
141,969 |
-69% |
230,007 |
220,591 |
4% | ||||||
|
> R$500K |
18,486 |
-10,556 |
-275% |
3,044 |
507% |
7,930 |
3,044 |
161% | ||||||
|
Total |
158,184 |
181,978 |
-13% |
145,013 |
9% |
340,162 |
315,932 |
8% | ||||||
Table 19. Pre-Sales by unit Price AlphaVille Segment (# units) | |||||||||||||||
%AlphaVille R$000 |
|
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (% |
1H12 |
1H11 |
Y-o-Y (%) | ||||||
AlphaVille |
≤ R$200K; |
605 |
47 |
1188% |
- |
0% |
652 |
570 |
14% | ||||||
|
> R$200K; ≤ R$500K |
100 |
737 |
-86% |
750 |
-87% |
837 |
752 |
11% | ||||||
|
> R$500K |
1 |
-23 |
nm |
1 |
489% |
-11 |
2 |
nm | ||||||
|
Total |
717 |
761 |
-6% |
751 |
-5% |
1.478 |
1.647 |
-10% | ||||||
27
AlphaVille Segment Delivered Projects
During 1H12, AlphaVille delivered 6 projects/phases and 1,637 units. The tables below list the products delivered in 1H12:
Table 20. Delivered projects (1H12) - AlphaVille Segment
Company |
Project |
Delivery |
Launch |
Local |
% co |
Units |
PSV R$000 |
AlphaVille |
Terras Alpha PetrolinaI |
jan/12 |
Dec-10 |
Petrolina/PE |
75% |
366 |
47,424 |
AlphaVille |
Terras Alpha PetrolinaII |
jan/12 |
Sep-11 |
Petrolina/PE |
76% |
286 |
41,499 |
AlphaVille |
Terras Alpha FozdoIguaçu2 |
mar/12 |
Dec-10 |
Foz do Iguaçu/PR |
74% |
342 |
33,069 |
Total1Q12 |
|
|
|
|
|
994 |
121,993
|
AlphaVille |
AlphaVille Granja Viana |
jun/12 |
jun/09 |
Cotia/SP |
33% |
110 |
36,264 |
AlphaVille |
AlphaVille Ribeirão Preto F1 |
jun/12 |
mar/10 |
Ribeirão Preto/SP |
60% |
352 |
97,269 |
AlphaVille |
AlphaVille Ribeirão Preto F2 |
jun/12 |
jun/10 |
Ribeirão Preto/SP |
60% |
182 |
54,381 |
Total2Q12 |
|
|
|
|
|
643 |
187,913 |
Total1H12 |
|
|
|
|
|
1,637 |
309,906
|
Table 21. Projects Launched (1H12) - AlphaVille Segment
Project |
Date |
Local |
% co |
Units(%co) |
PSV (%co) |
%¹ |
Sales |
AlphaVille Juiz de Fora |
Feb |
Juiz de Fora - MG |
65% |
364 |
114,916 |
56% |
64,635 |
AlphaVille Sergipe |
Mar |
Sergipe - SE |
74% |
509 |
134,134 |
95% |
127,371 |
Alplaville Total 1Q12 |
873 |
249,050 |
77% |
192,006 | |||
AlphaVille Mossoró F2 |
Jun |
Mossoró - RN |
52% |
88 |
10,458 |
5% |
519 |
Terras AlphaVille Anápolis |
Jun |
Anápolis - GO |
73% |
439 |
70,161 |
62% |
43,435 |
Alplaville Total 2Q12 |
|
|
|
527 |
80,619 |
55% |
43,955 |
Alplaville Total 1H12 |
|
|
|
1,400 |
329,669 |
72% |
235,961 |
1 Note: Sales year to date.
Table 22. Land Bank AlphaVille Segment as of 2Q12
|
PSV - R$million |
%Swap |
%Swap |
%Swap |
Potential units |
Potential units |
Total |
8,348,740 |
99,2% |
0% |
99,2% |
34,575 |
62,800 |
Table 23. Adjusted EBITDA AlphaVille Segment
(R$'000) Consolidated |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) |
Net profit |
25,681 |
21,626 |
19% |
37,033 |
-31% |
47,307 |
63,992 |
-26% |
(+) Financial result |
5,117 |
8,200 |
-38% |
3,702 |
38% |
13,317 |
10,908 |
22% |
(+) Income taxes |
3,200 |
1,737 |
84% |
2,886 |
11% |
4,937 |
5,714 |
-14% |
(+) Depreciation and Amortization |
527 |
542 |
-3% |
461 |
14% |
1,069 |
749 |
43% |
(+) Capitalized interest |
1,063 |
1,155 |
-8% |
2,013 |
-47% |
2,218 |
3,597 |
-38% |
(+) Stock option plan expenses |
7,736 |
334 |
2216% |
454 |
1604% |
8,070 |
728 |
1009% |
(+) Minority shareholders |
7,802 |
6676 |
17% |
9,258 |
-16% |
14,477 |
15,998 |
-10% |
Adjusted EBITDA |
51,126 |
40,270 |
27% |
55,807 |
-8% |
91,395 |
101,686 |
-10% |
Net revenues |
167,376 |
123,870 |
35% |
160,149 |
5% |
291,246 |
273,773 |
6% |
Adjusted EBITDA margin |
31% |
33% |
-245bps |
35% |
-430bps |
31% |
37% |
-576bps |
28
TENDA SEGMENT
Focuses on affordable residential developments, with unit prices between R$80,000 and R$200,000, has 20 regional store fronts, and projects developed in 105 cities across 15 states. |
Tenda Segment Launches
Reflecting corrective actions at Tenda and a focus on execution and delivery, no projects were launched in the first half of 2012. Throughout the year, Tenda is not expected to represent more than 10% of consolidated launch guidance of between R$2.7 and R$3.3 billion.
Table 24. Launches by Market Region Tenda Segment (R$ million)
%Tenda - R$000 |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | |
Tenda |
São Paulo |
0 |
0 |
0% |
9,200 |
nm |
0 |
20,420 |
nm |
|
Rio de Janeiro |
0 |
0 |
0% |
64,743 |
nm |
0 |
64,743 |
nm |
|
Minas Gerais |
0 |
0 |
0% |
159,014 |
nm |
0 |
178,940 |
nm |
|
Northeast |
0 |
0 |
0% |
50,273 |
nm |
0 |
50,273 |
nm |
|
Others |
0 |
0 |
0% |
66,213 |
nm |
0 |
137,456 |
nm |
|
Total |
0 |
0 |
0% |
349,443 |
nm |
0 |
451,832 |
nm |
|
Units |
0 |
0 |
0% |
2,873 |
nm |
0 |
3,523 |
nm |
Note: mn not meaningful
Table 25. Launches by Market Region Tenda Segment (R$ million)
%Tenda - R$000 |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | |
Tenda |
≤ MCMV |
0 |
0 |
0% |
310,505 |
nm |
0 |
248,508 |
nm |
|
> MCMV |
0 |
0 |
0% |
38,938 |
nm |
0 |
203,324 |
nm |
|
Total |
0 |
0 |
0% |
349,443 |
nm |
0 |
451,832 |
nm |
Note: mn = not meaningful
Tenda Segment Pre-Sales
Second quarter gross pre-sales increased 38% Q-o-Q to R$344.8 million, compared to R$249.1 million in 1Q12. Since 1Q12, pre-sales recognition and the remuneration of the Tenda sales force have been contingent upon the ability to pass mortgages onto financial institutions. Second quarter net pre-sales (gross pre-sales less dissolutions) were R$15.7 million compared with negative R$90.4 million in 1Q12.
The second quarter net pre-sales results reflect the dissolution of contracts with potential homeowners who no longer qualify for bank mortgages of R$329.1 million versus R$339.6 million in the previous quarter. Despite ongoing dissolutions expected in 2012, the Gafisa Group is experiencing good demand for these units. Of the 4,957 units returned to inventory, 62% have already been resold at a premium to qualified customers within 1H12. Also, it’s worth mentioning that 1,278 units were cancelled during 1H12, meaning that those units did not return to inventory.
Note: 1 PoC – Percentage of completion method. Negative numbers are related to dissolutions
Table 26. Pre-Sales (Dissoluitions) by Market Region Tenda Segment (R$ million)
%Tenda - R$000 |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | |
Tenda |
São Paulo |
2,852 |
(47,561) |
nm |
42,682 |
nm |
(44,709) |
65,818 |
nm |
|
Rio de Janeiro |
10,628 |
(190) |
nm |
26,802 |
nm |
10,437 |
22,883 |
nm |
|
Minas Gerais |
(30,185) |
(32,805) |
nm |
92,666 |
nm |
(62,990) |
157,957 |
nm |
|
Northeast |
10,150 |
(20,629) |
nm |
44,005 |
nm |
(10,479) |
84,855 |
nm |
|
Others |
22,283 |
10,743 |
nm |
17,534 |
nm |
33,026 |
119,965 |
nm |
|
Total |
15,728 |
(90,443) |
nm |
223,689 |
nm |
(74,715) |
451,478 |
nm |
|
Units |
64 |
(907) |
nm |
1,521 |
nm |
(843) |
3,076 |
nm |
Table 27. Pre-Sales (Dissoluitions) by unit Price Tenda Segment (R$ million)
%Tenda - R$000 |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | |
Tenda |
≤ MCMV |
21,461 |
(96,759) |
nm |
180,508 |
nm |
(75,298) |
253,804 |
nm |
|
> MCMV |
(5,733) |
6,316 |
nm |
43,181 |
nm |
583 |
197,674 |
nm |
|
Total |
15,728 |
(90,443) |
nm |
223,689 |
nm |
(74,715) |
451,478 |
nm |
Table 28. Pre-Sales (Dissoluitions) by unit Price Tenda Segment (# units)
%Tenda - R$000 |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | |
Tenda |
≤ MCMV |
95 |
(941) |
nm |
1,311 |
nm |
(846) |
1,930 |
nm |
|
> MCMV |
(31) |
35 |
nm |
210 |
nm |
3 |
1,147 |
nm |
|
Total |
64 |
(907) |
nm |
1,521 |
nm |
(843) |
3,076 |
nm |
29
Tenda Segment Operations
Since June 2011 the number of units contracted by financial institutions has accelerated, which in part reflects the addition of a new CEF unit dedicated to major homebuilders. At the end of the 3Q11, 11,490 units or 35% of units sold by Tenda were not contracted with financial institutions. Today, all remaining units, of Tenda segment, have already been contracted with banks. In 1H12, Tenda transferred 6,300 units to financial institutions, equaling 53% of the mid-range of guidance provided for the full year of 10,000-14,000 customers. The transfers contributed to the positive operational cash flow achieved in the period.
Tenda Segment Delivered Projects
The Tenda segment is expected to represent 50% of Gafisa Group’s planned deliveries of between 22,000 to 26,000 units in 2012. During the 1H12, Tenda delivered 39 projects/phasesand 6,534 units, reaching 54% of the mid-range of full-year delivery guidance for the brand. The tables below list the products delivered in 1H12:
Table 29 - Delivered projects Tenda Segment (1H12)
Company |
Project |
Delivery |
Launch |
Local |
% co |
Units |
PSV R$ | |
Tenda |
Ferrara - F1 |
Feb-12 |
2007 |
Poá |
100% |
36 |
8,439 | |
Tenda |
Ferrara - F2 |
Feb-12 |
2007 |
Poá |
100% |
76 |
8,439 | |
Tenda |
Portal do Sol Life III (Bl 24 e 25) |
Feb-12 |
2009 |
Belford Roxo |
100% |
64 |
5,950 | |
Tenda |
Portal do Sol Life IV (Bl 22 e 23) |
Feb-12 |
2010 |
Belford Roxo |
100% |
64 |
5,971 | |
Tenda |
Alta Vista (Antigo Renata) |
Mar-12 |
2008 |
São Paulo |
100% |
160 |
12,935 | |
Tenda |
Jardim São Luiz Life - F2 (Bloco 12) |
Mar-12 |
2007 |
São Paulo |
100% |
20 |
2,149 | |
Tenda |
Reserva dos Pássaros - F1 (Bl 5) |
Mar-12 |
2006 |
São Paulo |
100% |
66 |
37,084 | |
Tenda |
Parque Baviera Life - F1 (Bl 1 a 9) |
Mar-12 |
2008 |
São Leopoldo |
100% |
180 |
37,763 | |
Tenda |
Vivendas do Sol I |
Mar-12 |
2009 |
Porto Alegre |
100% |
200 |
14,000 | |
Tenda |
Portal do Sol Life V (Bl 19 a 21) |
Mar-12 |
2010 |
Belford Roxo |
100% |
96 |
9,431 | |
Tenda |
Portal do Sol Life VI (Bl 17 e 18) |
Mar-12 |
2010 |
Belford Roxo |
100% |
64 |
6,146 | |
Tenda |
Quintas do Sol Ville II - F1 (Qd 1 e 3 a 5) |
Mar-12 |
2007 |
Feira de Santana |
100% |
241 |
22,725 | |
Tenda |
Quintas do Sol Ville II - F2 (Qd 2) |
Mar-12 |
2008 |
Feira de Santana |
100% |
90 |
22,353 | |
Tenda |
Salvador Life II |
Mar-12 |
2008 |
Salvador |
100% |
180 |
12,780 | |
Tenda |
Boa Vista |
Mar-12 |
2008 |
Belo Horizonte |
100% |
38 |
3,838 | |
Tenda |
Maratá |
Mar-12 |
2008 |
Goiânia |
100% |
400 |
27,200 | |
Tenda |
Reserva Campo Belo (Antigo Terra Nova II) |
Mar-12 |
2007 |
Goiânia |
100% |
241 |
16,320 | |
Tenda |
GPARK Pássaros |
Mar-12 |
2008 |
São Luis |
50% |
240 |
31,576 | |
Total 1Q12 |
|
|
|
|
|
2,456 |
285,099 | |
Tenda |
Residencial Portal do Sol |
Apr-12 |
2005 |
Itaquaquecetuba |
100% |
320 |
20,284 | |
Tenda |
Residencial Spazio Felicittá |
May-12 |
2008 |
São Paulo |
100% |
180 |
19,040 | |
Tenda |
Residencial Rivera Life 8ª etapa |
May-12 |
2010 |
Lauro de Freitas |
100% |
100 |
9,433 | |
Tenda |
Residencial Rivera Life 9ª etapa |
May-12 |
2010 |
Lauro de Freitas |
100% |
120 |
11,403 | |
Tenda |
Residencial Rivera Life 10ª etapa |
May-12 |
2010 |
Lauro de Freitas |
100% |
180 |
52,149 | |
Tenda |
Santana Tower I (Bl 5 e 12 a 14) |
May-12 |
2008 |
Feira de Santana |
100% |
128 |
10,304 | |
Tenda |
Engenho Nova Cintra - F1 (Bl A a E) |
Jun-12 |
2007 |
Santos |
100% |
405 |
38,070 | |
Tenda |
Fit Jardim Botânico (Pb) |
Jun-12 |
2008 |
João Pessoa |
50% |
324 |
19,284 | |
Tenda |
Fit Jardins (Marodin) |
Jun-12 |
2009 |
Porto Alegre |
70% |
172 |
24,600 | |
Tenda |
Parque Baviera Life - F2 (Bl 10 a 13) |
Jun-12 |
2008 |
São Leopoldo |
100% |
80 |
6,042 | |
Tenda |
Parque Lousã |
Jun-12 |
2008 |
Novo Gama |
100% |
304 |
24,038 | |
Tenda |
Parque Lumiere |
Jun-12 |
2011 |
São Paulo |
100% |
100 |
11,220 | |
Tenda |
Piedade Life - F1 (Bl 1 a 5) |
Jun-12 |
2008 |
Jaboatão dos Guararapes |
100% |
180 |
13,100 | |
Tenda |
Reserva dos Pássaros - F1 (Bl 2 e 3) |
Jun-12 |
2006 |
São Paulo |
100% |
130 |
14,521 | |
Tenda |
Reserva dos Pássaros - F1 (Bl 6) |
Jun-12 |
2006 |
São Paulo |
100% |
66 |
7,372 | |
Tenda |
Santana Tower II - F1 (Bl 1 a 3) |
Jun-12 |
2008 |
Feira de Santana |
100% |
96 |
7,728 | |
Tenda |
Toulouse Life |
Jun-12 |
2008 |
Anápolis |
100% |
192 |
14,013 | |
Tenda |
Viver Itaquera |
Jun-12 |
2010 |
São Paulo |
100% |
199 |
24,359 | |
Tenda |
Mirante do Lago F1 |
Jun-12 |
2008 |
Ananindeua |
100% |
462 |
47,221 | |
Tenda |
Mirante do Lago F2 |
Jun-12 |
2009 |
Ananindeua |
100% |
188 |
26,317 | |
Tenda |
Terra Bonita |
Jun-12 |
2008 |
Londrina |
100% |
152 |
23,488 | |
Total 2Q12 |
|
|
|
|
|
4,078 |
423,988 | |
Total 1H12 |
|
|
|
|
|
6,534 |
709,087 |
30
Table 30. Land Bank Tenda Segment (2Q12)
|
PSV - R$million |
%Swap |
%Swap |
%Swap |
Potential units |
Potential units |
São Paulo |
891.078 |
16% |
16% |
0% |
7.317 |
7.404 |
Rio de Janeiro |
246.987 |
0% |
0% |
0% |
2.379 |
2.379 |
Nordeste |
576.936 |
29% |
29% |
0% |
4.827 |
4.912 |
Minas Gerais |
432.583 |
73% |
33% |
40% |
4.009 |
4.128 |
Total |
2.147.584 |
33% |
22% |
11% |
18.532 |
18.823 |
Note: during 1Q12, Tenda land bank was readjusted to focus on core regions, 2Q12 all remaining non-strategic land bank were excluded
Table 31. Adjusted EBITDA Tenda
(R$'000) Consolidated |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) |
Net profit |
(12,412) |
(30,730) |
-60% |
(2,854) |
335% |
(43,142) |
(29,040) |
49% |
(+) Financial result |
(2,356) |
(469) |
402% |
(8,206) |
-71% |
(2,826) |
(10,449) |
-73% |
(+) Income taxes |
2,992 |
5,032 |
-41% |
(4,351) |
-169% |
8,024 |
(24,514) |
-133% |
(+) Depreciation and Amortization |
3,956 |
2,527 |
57% |
5,662 |
-30% |
6,483 |
9,359 |
-31% |
(+) Capitalized interest |
15,446 |
6,663 |
132% |
6,125 |
152% |
22,109 |
9,317 |
137% |
(+) Stock option plan expenses |
145 |
145 |
0% |
553 |
-74% |
290 |
1,106 |
-74% |
(+) Minority shareholders |
(38) |
(26) |
46% |
0 |
0% |
(64) |
0 |
0% |
Adjusted EBITDA |
7,733 |
(16,858) |
-146% |
(3,071) |
-352% |
(9,126) |
(44,221) |
-79% |
Net revenues |
280,012 |
316,384 |
-11% |
305,747 |
-8% |
596,396 |
539,780 |
10% |
Adjusted EBITDA margin |
2.76% |
-5% |
806bps |
-1.00% |
377bps |
-1.53% |
-8.19% |
666bps |
31
INCOME STATEMENT
Revenues
On a consolidated basis, 2Q12 net revenues totaled R$1 billion, an increase of 12% from the R$928 million posted in 1Q12. During 2Q12, the Gafisa brand accounted for 57% of net revenues, AlphaVille comprised 16% and Tenda the remaining 27%. Tenda accounted for 31% of the net revenues in the same period of previous year. The table below presents detailed information about pre-sales and recognized revenues by launch year:
Tabela 32. Pre-sales and recognized revenues by launch year |
| ||||||||||
|
|
2Q12 |
2Q11 | ||||||||
|
Launch year |
PreSales |
%PreSales |
Revenues |
% |
PreSales |
%PreSales |
Revenues |
% | ||
Gafisa |
2012 Launches |
218,204 |
48% |
3,467 |
1% |
- |
0% |
- |
0% | ||
2011 Launches |
72,154 |
16% |
81,225 |
14% |
461,193 |
59% |
66,376 |
13% | |||
|
2010 Launches |
77,314 |
17% |
219,579 |
37% |
158,904 |
20% |
134,446 |
26% | ||
≤ 2009 Launches |
88,712 |
19% |
214,441 |
36% |
158,203 |
20% |
318,807 |
61% | |||
|
Land Bank |
- |
0% |
74,437 |
13% |
- |
0% |
- |
0% | ||
|
Total Gafisa |
456,383 |
100% |
593,149 |
100% |
778,300 |
100% |
519,629 |
100% | ||
Alphaville |
2012 Launches |
80,880 |
51% |
7,083 |
4% |
0% |
- |
0% | |||
2011 Launches |
46,430 |
29% |
77,256 |
46% |
87,809 |
61% |
14,893 |
9% | |||
|
2010 Launches |
14,801 |
9% |
41,081 |
25% |
26,206 |
18% |
71,778 |
45% | ||
≤ 2009 Launches |
16,072 |
10% |
41,956 |
25% |
30,999 |
21% |
73,479 |
46% | |||
|
Land Bank |
- |
0% |
- |
0% |
- |
0% |
- |
0% | ||
|
Total AUSA |
158,184 |
100% |
167,376 |
100% |
145,013 |
100% |
160,149 |
100% | ||
Tenda |
2012 Launches |
- |
0% |
- |
0% |
- |
0% |
- |
0% | ||
|
2011 Launches |
(5,767) |
-37% |
15,411 |
6% |
137,516 |
61% |
11,550 |
4% | ||
|
2010 Launches |
(24,558) |
-156% |
84,813 |
30% |
125,223 |
56% |
105,214 |
34% | ||
|
≤ 2009 Launches |
46,053 |
293% |
156,834 |
56% |
(39,050) |
-17% |
188,985 |
62% | ||
|
Land Bank |
- |
0% |
22,954 |
|
|
|
|
| ||
|
Total Tenda |
15,728 |
100% |
280,012 |
62% |
223,689 |
100% |
305,748 |
100% | ||
Consolidated |
2012 Launches |
299,084 |
47% |
10,550 |
1% |
0 |
0% |
- |
0% | ||
|
2011 Launches |
112,817 |
18% |
173,892 |
17% |
686,518 |
60% |
92,818 |
9% | ||
|
2010 Launches |
67,557 |
11% |
345,473 |
33% |
310,334 |
27% |
311,438 |
32% | ||
|
≤ 2009 Launches |
150,837 |
24% |
413,231 |
40% |
150,151 |
13% |
581,271 |
59% | ||
|
Land Bank |
- |
0% |
97,391 |
|
|
|
|
| ||
Total |
Total Gafisa Group |
630,295 |
100% |
1,040,537 |
83% |
1,147,002 |
100% |
985,525 |
100% | ||
|
|
1H12 |
1H11 | ||||||||
|
Launch year |
PreSales |
%PreSales |
Revenues |
% |
PreSales |
%PreSales |
Revenues |
% | ||
Gafisa |
2012 Launches |
286,066 |
37% |
3,311 |
0% |
- |
0% |
- |
0% | ||
2011 Launches |
153,397 |
20% |
184,621 |
17% |
569,553 |
47% |
71,380 |
8% | |||
|
2010 Launches |
133,737 |
17% |
362,856 |
34% |
379,795 |
32% |
245,720 |
27% | ||
≤ 2009 Launches |
199,885 |
26% |
441,501 |
41% |
252,465 |
21% |
585,619 |
65% | |||
|
Land Bank |
- |
0% |
88,439 |
8% |
- |
0% |
- |
0% | ||
|
Total Gafisa |
773,085 |
100% |
1,080,728 |
100% |
1,201,812 |
100% |
902,719 |
100% | ||
Alphaville |
2012 Launches |
235,961 |
69% |
11,119 |
4% |
|
0% |
0% | |||
2011 Launches |
62,492 |
18% |
115,661 |
40% |
201,917 |
64% |
25,453 |
9% | |||
|
2010 Launches |
18,014 |
5% |
90,211 |
31% |
69,902 |
22% |
112,117 |
41% | ||
≤ 2009 Launches |
23,694 |
7% |
74,255 |
25% |
44,113 |
14% |
136,203 |
50% | |||
|
Land Bank |
- |
0% |
- |
0% |
- |
0% |
- |
0% | ||
|
Total AUSA |
340,161 |
100% |
291,246 |
100% |
315,932 |
100% |
273,773 |
100% | ||
Tenda |
2012 Launches |
- |
0% |
- |
0% |
- |
0% |
0% | |||
|
2011 Launches |
(36,402) |
49% |
31,931 |
5% |
211,288 |
47% |
16,229 |
3% | ||
|
2010 Launches |
(92,125) |
123% |
197,974 |
33% |
302,909 |
67% |
178,728 |
33% | ||
|
≤ 2009 Launches |
53,812 |
-72% |
339,804 |
57% |
(62,720) |
-14% |
344,824 |
64% | ||
|
Land Bank |
- |
0% |
26,687 |
4% |
|
|
|
| ||
|
Total Tenda |
(74,715) |
100% |
596,396 |
100% |
451,478 |
100% |
539,780 |
100% | ||
Consolidated |
2012 Launches |
522,027 |
50% |
14,430 |
1% |
0 |
0% |
- |
0% | ||
|
2011 Launches |
179,486 |
17% |
332,213 |
17% |
982,758 |
50% |
113,062 |
7% | ||
|
2010 Launches |
59,626 |
6% |
651,041 |
33% |
752,606 |
38% |
536,565 |
31% | ||
|
≤ 2009 Launches |
277,392 |
27% |
855,559 |
43% |
233,858 |
12% |
1,066,646 |
62% | ||
|
OLand Bank |
- |
0% |
115,126 |
6% |
|
|
|
| ||
Total |
Total Gafisa Group |
1,038,532 |
100% |
1,968,370 |
100% |
1,969,222 |
100% |
1,716,273 |
100% | ||
Note: Other includes Sales of Land Bank and Change of provisions of dissolutions/PDD.
32
Gross Profit
Gross profit was R$279 million compared to R$201 million in the 1Q12 and R$161 million in the 2Q11. Gross margin increased to 27% in 2Q12, from 22% in the first quarter and 16% in the 2Q11.
Table 33. Gross Margin (R$000) |
|
|
|
|
|
|
|
| ||||||||
(R$'000) Consolidated |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | ||||||||
Gross Profit |
279,141 |
201,579 |
38% |
161,535 |
73% |
480,720 |
276,695 |
74% | ||||||||
Gross Margin |
27% |
22% |
5% |
16% |
9% |
24% |
16% |
8% | ||||||||
Gross Profit (ex-Tenda) |
224,584 |
172,990 |
30% |
123,236 |
82% |
397,574 |
221,683 |
79% | ||||||||
Gross Margin (ex-Tenda) % |
30% |
28% |
2% |
18% |
12% |
29% |
19% |
10% | ||||||||
Table 34. Capitalized Interest |
|
|
|
|
|
|
|
| ||||||||
(R$million) Consolidated |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | ||||||||
Opening balance |
247.481 |
221.816 |
12% |
150.817 |
64% |
221.816 |
146.544 |
51% | ||||||||
Capitalized interest |
44.687 |
68.535 |
-35% |
62.260 |
-28% |
113.222 |
103.715 |
9% | ||||||||
Interest capitalized to COGS |
(50.293) |
(42.870) |
17% |
(58.117) |
-13% |
(93.163) |
(95.299) |
-2% | ||||||||
Closing balance |
241.875 |
247.481 |
-2% |
154.960 |
56% |
241.875 |
154.960 |
56% | ||||||||
Selling, General, and Administrative Expenses (SG&A)
SG&A expenses totaled R$171 million in 2Q12, a 24% increase on the R$138million in SG&A expenses posted in 2Q11. Selling expenses remained stable on a Y-o-Y basis at R$78 million. During the 1H12, administrative expenses reached R$172 million, a 18% increase Q-o-Q, and 47% increase over the R$117 million posted in 1H11. The main reasons for the increase in SG&A expenses were: 1) administrative expenses related to the expansion of AlphaVille’s operations given the increased contribuition in Gafisa Group mix, which accounted for 33% of the annual change in the G&A registrered in the period 2) a provision related to the distribution of variable compensation, which accounted for 57% of the annual change in the G&A registrered in the period 3) other representing the remaining 10%.
Table 35. SG&A Expenses (R$000) |
|
|
|
|
|
| ||||||||
(R$'000) Consolidated |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | ||||||
Selling expenses |
78,165 |
58,486 |
34% |
77,945 |
0% |
136,651 |
137,752 |
-1% | ||||||
G&A expenses |
93,034 |
78,984 |
18% |
60,354 |
54% |
172,018 |
116,661 |
47% | ||||||
SG&A |
171,199 |
137,470 |
25% |
138,299 |
24% |
308,669 |
254,413 |
21% | ||||||
(R$'000) Consolidated |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) |
Selling expenses /Launches |
14,3% |
12,6% |
169bps |
5,6% |
866bps |
13,5% |
7,3% |
625bps |
G&A /Launches |
17,0% |
17,0% |
-1bps |
4,4% |
1265bps |
17,0% |
6,2% |
1086bps |
SG&A/Launches |
31,3% |
29,6% |
168bps |
10,0% |
2131bps |
30,6% |
13,4% |
1711bps |
Selling expenses /Launches (ex-Tenda) |
10,1% |
8,2% |
194 bps |
5,2% |
494 bps |
9,2% |
6,2% |
304 bps |
G&A /Launches (ex-Tenda) |
12,1% |
11,2% |
90 bps |
3,7% |
843 bps |
11,7% |
4,9% |
678 bps |
SG&A/Launches (ex-Tenda) |
22,2% |
19,4% |
284 bps |
8,9% |
1337 bps |
20,9% |
11,1% |
982 bps |
(R$'000) Consolidated |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) |
Selling expenses /Pre-Sales |
12,4% |
14,3% |
-193bps |
6,8% |
561bps |
13,2% |
7,0% |
616bps |
G&A /Pre-Sales |
14,8% |
19,3% |
-459bps |
5,3% |
950bps |
16,6% |
5,9% |
1064bps |
SG&A / Pre-Sales |
27,2% |
33,7% |
-651bps |
12,1% |
1510bps |
29,7% |
12,9% |
1680bps |
Selling expenses /Pre-Sales (ex-Tenda) |
9,0% |
7,6% |
139 bps |
5,8% |
321 bps |
8,4% |
6,2% |
218 bps |
G&A /Pre-Sales (ex-Tenda) |
10,8% |
10,4% |
34 bps |
4,1% |
666 bps |
10,6% |
4,9% |
570 bps |
SG&A / Pre-Sales (ex-Tenda) |
19,8% |
18,0% |
173 bps |
9,9% |
987 bps |
19,0% |
11,1% |
788 bps |
(R$'000) Consolidated |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) |
Selling expenses /Net Revenues |
7,5% |
6,3% |
121bps |
7,9% |
-40bps |
6,9% |
8,0% |
-108bps |
G&A expenses/Net Revenues |
8,9% |
8,5% |
43bps |
6,1% |
282bps |
8,7% |
6,8% |
194bps |
SG&A/Net Revenues |
16,5% |
14,8% |
164bps |
14,0% |
242bps |
15,7% |
14,8% |
86bps |
Selling expenses /Net Revenues (ex-Tenda) |
7,3% |
6,2% |
107 bps |
7,9% |
-59 bps |
6,8% |
7,6% |
-79 bps |
G&A expenses/Net Revenues (ex-Tenda) |
8,7% |
8,5% |
20 bps |
5,6% |
312 bps |
8,6% |
6,0% |
259 bps |
SG&A/Net Revenues (ex-Tenda) |
16,0% |
14,7% |
127 bps |
13,5% |
253 bps |
15,4% |
13,6% |
180 bps |
33
Consolidated Adjusted EBITDA
Adjusted EBITDA was R$149 million compared to R$105 million in the 1Q12 and R$77 million in the 2Q11. EBITDA for Gafisa and AlphaVille totaled R$90 million and R$51 million, respectively, while Tenda EBITDA was R$8 million. During the first half, the EBITDA margin reached 13% or 19% ex-Tenda, as compared to 6% and 13%, respectively, in the first half of 2011.
Table 36. Consolidated Adjusted EBITDA | ||||||||
(R$'000) Consolidated |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) |
Net Profit (Loss) |
1,046 |
(31,515) |
-103% |
(31,843) |
-103% |
(30,468) |
(75,134) |
-59% |
(+) Financial result |
55,630 |
42,175 |
32% |
28,866 |
93% |
97,805 |
59,864 |
63% |
(+) Income taxes |
5,795 |
20,139 |
-71% |
(14,709) |
-139% |
25,933 |
(33,567) |
-177% |
(+) Depreciation and Amortization |
14,355 |
18,333 |
-22% |
22,754 |
-37% |
32,688 |
35,119 |
-7% |
(+) Capitalized Interest Expenses |
50,293 |
42,870 |
17% |
58,117 |
-13% |
93,163 |
95,299 |
-2% |
(+) Stock option plan expenses |
13,270 |
6,513 |
104% |
4,781 |
178% |
19,783 |
8,144 |
143% |
(+) Minority shareholders |
8,361 |
6,672 |
25% |
9,531 |
-12% |
15,033 |
16,371 |
-8% |
Adjusted EBITDA |
148,750 |
105,187 |
41% |
77,497 |
92% |
253,937 |
106,096 |
139% |
Net Revenue |
1,040,537 |
927,833 |
12% |
985,525 |
6% |
1,968,370 |
1,716,273 |
15% |
Adjusted EBITDA margin |
14% |
11% |
296 bps |
8% |
643 bps |
13% |
6% |
672 bps |
Adjusted EBITDA (ex Tenda) |
141,017 |
122,045 |
16% |
80,568 |
75% |
263,063 |
150,317 |
75% |
Adj. EBITDA Mg (ex Tenda) |
19% |
20% |
-140 bps |
12% |
669 bps |
19% |
13% |
640 bps |
Note: We adjust our EBITDA for expenses associated with stock option plans, as this is a non-cash expense. Net Revenues include 6% of sales from land bank that did not generate margins
Depreciation And Amortization
Depreciation and amortization in 2Q12 was R$14 million, a decrease of R$9 million when compared to the R$23 million recorded in 2Q11, mainly due to lower showroom depreciation.
Financial Results
Net financial expenses totaled R$56 million in 2Q12, compared to a net financial result of R$29 million in 2Q11 as a result of as a result of a higher level of leverage.
Taxes
Income taxes, social contribution and deferred taxes for 2Q12 amounted to negative R$ 6 million, compared to R$15 million in 2Q11.
Adjusted Net Income (Loss)
Gafisa Group reported a net income of R$1 million in the 2Q12, compared with a net loss of R$32 million recorded in both the 1Q12 and 2Q11 results.
Backlog of Revenues and Results
The backlog of results to be recognized under the PoC method reached R$4.1 billion in 2Q12, 4% lower than the R$4.3 billion posted in 2Q11 and stable compared to results from the first quarter. The consolidated margin for the quarter was stable at 36% Y-o-Y and Q-o-Q. The table below shows the backlog margin by segment:
Table 37. Results to be recognized (REF) by brand | |||||
Gafisa |
Tenda |
AlphaVille |
Gafisa Group |
Gafisa ex- Tenda | |
Revenues to be recognized |
2,487,909 |
904,400 |
731,843 |
4,124,152 |
3,219,751 |
Costs to be incurred (units sold) |
(1,624,085) |
(679,504) |
(344,559) |
(2,648,148) |
(1,968,644) |
Results to be Recognized |
863,823 |
224,896 |
387,284 |
1,476,003 |
1,251,107 |
Backlog Margin |
35% |
25% |
53% |
36% |
39% |
Note: Revenues to be recognized are net of PIS/Cofins (3.65%); excludes the AVP method introduced by Law nº 11,638
Table 38. Gafisa Group Results to be recognized (REF) |
| ||||||||
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) | ||
Results to be recognized |
4,124,151 |
4,238,385 |
-3% |
4,276,647 |
-4% |
4,124,151 |
4,276,647 |
-4% | |
Costs to be incurred (units sold) |
(2,648,148) |
(2,723,445) |
-3% |
(2,716,934) |
-3% |
(2,648,148) |
(2,716,934) |
-3% | |
Results to be Recognized |
1,476,003 |
1,514,940 |
-3% |
1,559,713 |
-5% |
1,476,003 |
1,559,713 |
-5% | |
Backlog Margin |
36% |
36% |
5bps |
36% |
-68bps |
36% |
36% |
-68bps | |
Note: It is included in the gross profit margin and not included in the backlog: Adjusted Present Value (AVP) on receivables, revenue related to swaps, revenue and cost of services rendered, AVP over property (land) debt , cost of swaps and provision for guarantees.
34
BALANCE SHEET
Cash and Cash Equivalents
On June 30, 2012, cash and cash equivalents reached R$1,1 billion, in line with the previous quarter. We believe our cash position is sufficient to execute our development plans.
Accounts Receivable
At the end of 2Q12, total accounts receivable decreased 9% to R$9 billion on a year-over-year basis and remained virtually stable as compared to the previous quarter.
Table 39. Total receivables |
|
|
|
|
| |||||
(R$000) Consolidated |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) | |||||
Receivables from developments – LT (off balance sheet) |
4,280,386 |
4,398,947 |
-3% |
4,438,658 |
-4% | |||||
Receivables from PoC – ST (on balance sheet) |
3,745,487 |
3,638,581 |
3% |
4,153,855 |
-10% | |||||
Receivables from PoC – LT (on balance sheet) |
922,043 |
1,101,138 |
-16% |
1,188,791 |
-22% | |||||
Total |
8,947,916 |
9,138,666 |
-2% |
9,781,304 |
-9% | |||||
Notes: ST – Short term | LT- Long term | PoC – Percentage of Completion Method | ||||||||||
Receivables from developments: accounts receivable not yet recognized according to PoC and BRGAAP | ||||||||||
Receivables from PoC: accounts receivable already recognized according to PoC and BRGAP |
Inventory
Table 40. Inventory (Balance Sheet at cost) | |||||
(R$000) Consolidated |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
Land |
1.023.179 |
1.226.418 |
-17% |
1.044.270 |
-2% |
Units under construction |
1.386.111 |
1.438.026 |
-4% |
1.136.315 |
22% |
Completed units |
209.703 |
196.700 |
7% |
293.072 |
-28% |
Total |
2.618.993 |
2.861.144 |
-8% |
2.473.657 |
6% |
Inventory at market value totaled R$3.3 billion in 2Q12, 6.3% below the R$3.5 billion registered in the previous quarter. On a consolidated basis, our inventory is at a level of 10 months of sales based on LTM sales figures. At the end of 2Q12, finished units accounted for 12% of total inventory. We continue to focus on reducing finished inventory.
Table 41. Inventory at Market Value per completion status | ||||||
Company |
Not started |
Up to 30% constructed |
30% to 70% constructed |
More than 70% constructed |
Finished units¹ |
Total 2Q12 |
Gafisa |
525.033 |
502,636 |
373,673 |
371,523 |
103,080 |
1,875,945 |
AlphaVille |
- |
215,678 |
141,429 |
15,710 |
200,081 |
572,898 |
Tenda |
56.797 |
180,100 |
233,287 |
291,205 |
76,872 |
838,261 |
Total |
581.830 |
898,413 |
748,389 |
678,438 |
380,033 |
3,287,103 |
Consolidated inventory at market value reduced by R$222 million to R$3.3 billion from R$3.5 billion in the previous quarter. The market value of Gafisa inventory, which represents 56% of total inventory, was stable at R$1.9 billion at the end of 2Q12. The market value of AlphaVille inventory was R$572.9 million at the end of 2Q12, a 10% decrease compared to the end of 1Q12. Tenda inventory was valued at R$838.3 million at the end of 2Q12, compared to R$915.0 million at the end of 1Q12. Despite ongoing dissolutions expected in 2012, the Gafisa Group is experiencing positive demand for units targeted at the low income segment. Of the 4,957 units returned to inventory, 62% have already been resold at a premium, to qualified customers within 1H12.
Table 42. Inventory at Market Value 2Q12 x 1Q12
|
Inventories BoP1 |
Launches |
Dissolution |
Pre-Sales |
Price Adjust + Other5 |
Inventories EoP2 |
% Q-o-Q3 |
VSO4 |
Gafisa (A) |
1,957,850 |
465,900 |
- |
(456,383) |
(91,423) |
1,875,945 |
-4,2% |
19,6% |
AlphaVille (B) |
636,258 |
80,619 |
- |
(158,184) |
14,205 |
572,898 |
-10,0% |
21,6% |
Total (A) + (B) |
2,594,108 |
546,519 |
- |
(614,566) |
(77,218) |
2,448,842 |
-5,6% |
20,1% |
Tenda (C) |
915,036 |
0 |
329,127 |
(344,855) |
(61,047) |
838,261 |
-8,4% |
1,8% |
Total (A) + (B) + C) |
3,509,143 |
546,519 |
329,127 |
(959,421) |
(138,265) |
3,287,103 |
-6,3% |
16,1% |
Note: 1) BoP beginning of the period – 1Q12. 2) EP end of the period – 2Q12. 3) % Change 2Q12 versus 1Q12. 4) 2Q12 sales velocity. 5) projects cancelled during the period
35
Liquidity
The Gafisa Group ended the second quarter with R$1.1 billion in cash and cash equivalents, a sequential improvement from R$947 million at the end of the first quarter. Net debt was R$3.09 billion at the end of the 2Q12, a R$231 million reduction from R$3.32 billion the end of 1Q12. As a result, consolidated cash generation (cash burn) was positive at approximately R$231 million in 2Q12, leading to R$155 million in 1H12. Operational consolidated cash flow reached approximately R$361 million in 1H12, 60% of the mid-range of full year guidance of R$500 – R$700 million in 2012.
The net debt and investor obligations to equity and minorities ratio was 112% compared to 122% in 1Q12, due to R$231 million in cash generation in the second-quarter. Excluding project finance, this net debt/equity ratio reached 34% from 46% in the previous period.
Currently we have access to a total of R$1.8 billion in construction finance lines contracted with banks and R$0.9 billion of construction credit lines in the process of being approved. Also, Gafisa has R$2.5 billion available in construction finance lines of credit for future developments. The following tables provide information on our debt position:
Table 43. Indebtedness and Investor obligations |
|
| |||||
Type of obligation (R$000) |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) | ||
Debentures - FGTS (A) |
1,213,138 |
1,244,225 |
-2% |
1,212,557 |
0% | ||
Debentures - Working Capital (B) |
567,643 |
704,420 |
-19% |
677,257 |
-16% | ||
Project Financing SFH – (C) |
936,597 |
817,457 |
15% |
735,258 |
27% | ||
Working Capital (D) |
1,138,363 |
1,138,254 |
0% |
968,016 |
18% | ||
Total (A)+(B)+(C)+(D) =(E) |
3,855,741 |
3,904,356 |
-1% |
3,593,088 |
7% | ||
Investor Obligations (F) |
329,768 |
364,274 |
-9% |
460,000 |
-28% | ||
Total debt (E) + (F) = (G) |
4.185.509 |
4.265.991 |
-2% |
4.053.088 |
3% | ||
Cash and availabilities (H) |
1,097,277 |
947,138 |
16% |
1,163,080 |
-6% | ||
Net debt (G)-(H) = (I) |
3,088,232 |
3,321,492 |
-7% |
2,890,008 |
7% | ||
Equity + Minority Shareholders (J) |
2,746,145 |
2,728,495 |
1% |
3,584,471 |
-23% | ||
ND/Equity (I)/(J) = (K) |
112% |
122% |
-917bps |
81% |
9183bps | ||
ND Exc. Proj Fin / Equity (I)-((A)+(C))/(J) = (L) |
34% |
46% |
-1190bps |
26% |
789bps | ||
The Gafisa Group ended the second quarter with R$1.7 billion of total debt due to short term. However, it is worth mentioning that, project finance accounts for 55% of this amount.
Table 44. Debt maturity |
|
|
|
|
| |||||||
(R$million) |
Average Cost (p.a.) |
Total |
Until Jun/13 |
Until Jun/14 |
Until Jun/15 |
Until Jun/16 |
After Jun/16 | |||||
Debentures - FGTS (A) |
TR + (8.22% - 10.20%) |
1,213,138 |
465,353 |
597,785 |
150,000 |
0 |
0 | |||||
Debentures - Working Capital (B) |
CDI + (0.72% - 1.95%) |
567,643 |
136,319 |
131,512 |
142,803 |
149,932 |
7,077 | |||||
Project Financing SFH – (C) |
TR + (8.30% - 12.00%) |
936,597 |
475,358 |
308,084 |
132,982 |
20,173 |
0 | |||||
Working Capital (D) |
CDI + (1.30% - 2.22%) |
1,138,363 |
469,019 |
270,464 |
264,215 |
106,690 |
27,975 | |||||
Total (A)+(B)+(C)+(D) =(E) |
|
3,855,741 |
1,546,049 |
1,307,845 |
690,000 |
276,795 |
35,052 | |||||
Investors Obligations (F) |
CDI + (0.235% - 1.00%) / IGPM +7.25% |
329,768 |
158,234 |
145,070 |
13,689 |
8,669 |
4,106 | |||||
Total debt (E) + (F) = (G) |
10.06% |
4,185,509 |
1,704,283 |
1,452,915 |
703,689 |
285,464 |
39,158 | |||||
% due to corresponding period |
|
|
40% |
35% |
17% |
7% |
1% | |||||
|
|
|
|
|
|
| ||||||
((A)+ (C)) / (G) Project finance as a % of Total debt due to corresponding periods |
51% |
55% |
62% |
40% |
7% |
0% | ||||||
((B) + (D))/ (G) Corporate debt as a % of Total debt due to corresponding periods |
49% |
45% |
38% |
60% |
93% |
100% | ||||||
Covenant Ratios
Table 45. Debenture covenants - 7th emission |
| |
|
2Q12 | |
(Total receivables + Finished units) / (Total debt - Cash - project debt) >2 or <0 |
19,00 | |
(Total debt - Project Finance debt - Cash) / (Equity + Min.) ≤ 75% |
22.17% | |
(Total receivables + Revenues to be recognized + Inventory of finished units / Total debt - SFH + Obligations related to construction + costs to be incurred) > 1,5 |
1.87 | |
|
| |
Table 46. Debenture covenants - 5th emission (R$250 million) |
| |
|
2Q12 | |
(Total debt – Project Finance debt - Cash) / Equity ≤ 75% |
23.15% | |
(Total receivables + Finished units) / (Total debt) ≥ 2.2x |
2.38 | |
Note: Covenant status on June 30, 2012
36
OUTLOOK
With the introduction of a new strategy and organizational structure, Gafisa is making progress toward achieving its 2012 guidance. Launches for 2012 are expected to be between R$2.7 and R$3.3 billion, reflecting a new, more targeted regional focus and the deliberate slowdown of the Tenda business. Gafisa should represent 50%, Tenda 10% and AlphaVille 40% of launches. In the first half of 2012, the Group launched Gafisa $ 1 billion. Gafisa was able to launch 45% of the mid-range of 2012 guidance of R$1.5 billion for the segment. AlphaVille’s launches, were in line with the internal planning, representing 1/3 of the guidance for the year. Reflecting remedial actions at Tenda and a focus on execution and delivery, no projects were launched in the 1H12. We want to re-launching the Tenda operations under a profitable business model.
Table 47. Launche Guidance – 2012 Estimates versus Actual figures 1H12
Launches Guidance 2012E |
Mid-range |
|
Achievement 1H12 |
(1H12 as a % of FY) |
Consolidaded Launches (R$2.70 – R$3.30bn) |
R$3.00bn |
|
R$1.01bn |
34% |
Breakdown by Brand |
|
|
|
|
Launches Gafisa (R$1.35 – R$1.65bn) |
R$1.50bn |
|
R$681mn |
45% |
Launches AlphaVille (R$1.08 – R$1.32bn) |
R$1.20bn |
|
R$330mn |
27% |
Launches Tenda (R$270 – R$330mn) |
R$300 mn |
|
R$0 |
0% |
As of June 30, 2012, the Company had R$1 billion in cash and cash equivalents. During 1H12 operational consolidated cash flow reached approximately R$361 million, representing 60% of the mid-range guidance of R$500 – R$700 million for the full year of 2012. The key drivers of cash flow generation include: (1) our ability to deliver units at Gafisa; (2) the transfer of Tenda units to financial institutions; (3) the sale of inventory and new projects launched; (4) the securitization of receivables and; (5) the sale of non-strategic land, that had a minor contribution to the results posted in the period.
Table 48. Operational Cash Flow Guidance – 2012 Estimates versus Actual figures 1H12
Guidance 2012 |
Mid-range |
|
Achievement 1H12 |
(1H12 as a % of FY) |
Operational Cash Flow (R$500 – R$700 mn) |
R$600 |
|
R$361 |
60% |
The Gafisa Group plans to deliver between 22,000 and 26,000 units in 2012 of which 30% will be delivered by Gafisa, 50% by Tenda and the remaining 20% by AlphaVille. During the first-half of 2012, the Gafisa Group delivered 12,197 units and transferred 6,300 Tenda customers to financial institutions, achieving 50% of the mid-range of the guidance for both figures.
Table 49. Other Relevant Opeational Indicators – 2012 Estimates versus Actual figures 1H12
Guidance of Units to be Delivered 2012E |
Mid-range |
|
Achievement 1H12 |
(1H12 as a % of FY) |
Consolidated # Units to be Delivered (22-26K) |
24,000 |
|
12,197 |
51% |
Breakdown by Brand |
|
|
|
|
# Units to be Delivered Gafisa (6,600-7,800) |
7,200 |
|
4,026 |
56% |
# Units to be Delivered AlphaVille (4,400-5,200) |
4,800 |
|
1,637 |
34% |
# Units to be Delivered Tenda (11,000-13,000) |
12,000 |
|
6,534 |
54% |
Table 50. Tenda Milestones – 2012 Estimates versus Actual figures 1H12
Customers to be transferred at Tenda 2012E |
Mid-range |
|
Achievement 1H12 |
(1H12 as a % of FY) |
Consolidated # Customers to be transferred (10-14K) |
12,000 |
|
6,422 |
54% |
37
CONSOLIDATED INCOME STATEMENT
R$000 |
2Q12 |
1Q12 |
Q-o-Q (%) |
2Q11 |
Y-o-Y (%) |
1H12 |
1H11 |
Y-o-Y (%) |
Net Operating Revenue |
1,040,537 |
927,833 |
12% |
985,525 |
6% |
1,968,370 |
1,716,273 |
15% |
Operating Costs |
(761,396) |
(726,254) |
5% |
(823,990) |
+8% |
(1,487,650) |
(1,439,578) |
3% |
Gross profit |
279,141 |
201,579 |
38% |
161,535 |
73% |
480,720 |
276,695 |
74% |
Operating Expenses |
(208,309) |
(164,108) |
27% |
(169,690) |
23% |
(372,417) |
(309,161) |
20% |
Selling Expenses |
(78,165) |
(58,486) |
34% |
(77,945) |
0% |
(136,651) |
(137,752) |
-1% |
General and Administrative Expenses |
(93,034) |
(78,984) |
18% |
(60,354) |
54% |
(172,018) |
(116,661) |
47% |
Other Operating Rev / Expenses |
(22,755) |
(8,305) |
174% |
(8,637) |
163% |
(31,060) |
(19,629) |
58% |
Depreciation and Amortization |
(14,355) |
(18,333) |
22% |
(22,754) |
37% |
(32,688) |
(35,119) |
7% |
Operating results |
70,832 |
37,471 |
89% |
(8,155) |
-969% |
108,303 |
(32,466) |
-434% |
|
|
|
|
|
|
|
|
|
Financial Income |
21,721 |
19,689 |
10% |
21,697 |
0% |
41,410 |
46,361 |
-11% |
Financial Expenses |
(77,351) |
(61,864) |
25% |
(50,563) |
53% |
(139,215) |
(106,225) |
31% |
|
|
|
|
|
|
|
|
|
Income (Loss) Before Taxes on Income |
15,202 |
(4,704) |
423% |
(37,021) |
141% |
10,498 |
(92,330) |
111% |
|
|
|
|
|
|
|
|
|
Deferred Taxes |
(1,758) |
(6,319) |
72% |
26,968 |
-107% |
(8,077) |
55,088 |
-115% |
Income Tax and Social Contribution |
(4,037) |
(13,820) |
71% |
(12,259) |
67% |
(17,856) |
(21,521) |
17% |
|
|
|
|
|
|
|
|
|
Income (Loss) After Taxes on Income |
9,407 |
(24,843) |
138% |
(22,312) |
142% |
(15,435) |
(58,763) |
74% |
|
|
|
|
|
|
|
|
|
Minority Shareholders |
(8,361) |
(6,672) |
25% |
(9,531) |
12% |
(15,033) |
(16,371) |
8% |
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
1,046 |
(31,515) |
103% |
(31,843) |
103% |
(30,468) |
(75,134) |
59% |
Note: The Income Statement reflects the impact of IFRS adoption, also for 2010.
38
CONSOLIDATED BALANCE SHEET
|
2Q12 |
1Q12 |
Q-o-Q(%) |
2Q11 |
Y-o-Y(%) |
Current Assets |
|
|
|
|
|
Cash and cash equivalents |
1.097.277 |
947.138 |
16% |
1.163.080 |
-6% |
Receivables from clients |
3.745.488 |
3.638.581 |
3% |
4.153.855 |
-10% |
Properties for sale |
2.053.171 |
2.088.930 |
-2% |
2.126.999 |
-3% |
Other accounts receivable |
177.506 |
157.900 |
12% |
201.492 |
-12% |
Deferred selling expenses |
73.097 |
58.989 |
24% |
20.588 |
255% |
Prepaid expenses |
19.691 |
15.723 |
25% |
9.533 |
107% |
Properties for sale |
183.440 |
93.188 |
97% |
- |
0% |
Financial Instruments |
17.689 |
10.391 |
70% |
|
0% |
|
7.367.359 |
7.010.840 |
5% |
7.675.547 |
-4% |
Long-term Assets |
|
|
|
|
|
Receivables from clients |
922.044 |
1.101.138 |
-16% |
1.188.791 |
-22% |
Properties for sale |
382.382 |
679.026 |
-44% |
346.658 |
10% |
Deferred taxes |
0 |
0 |
0% |
67.620 |
-100% |
Other |
228.083 |
290.849 |
-22% |
197.085 |
16% |
|
1.532.509 |
2.071.013 |
-26% |
1.800.154 |
-15% |
Investments |
270.786 |
285.825 |
-5% |
296.759 |
-9% |
|
|
|
|
|
|
Total Assets |
9.170.654 |
9.367.678 |
-2% |
9.772.460 |
-6% |
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Loans and financing |
944.377 |
866.539 |
9% |
689.412 |
37% |
Debentures |
601.672 |
348.577 |
73% |
153.788 |
291% |
Obligations for purchase of land and advances from clients |
451.129 |
498.193 |
-9% |
526.560 |
-14% |
Materials and service suppliers |
174.892 |
148.965 |
17% |
225.692 |
-23% |
Taxes and contributions |
277.391 |
278.678 |
0% |
270.840 |
2% |
Obligation for investors |
158.234 |
160.981 |
-2% |
159.702 |
-1% |
Other |
555.949 |
558.805 |
-1% |
197.923 |
181% |
|
3.163.644 |
2.860.738 |
11% |
2.223.917 |
42% |
Long-term Liabilities |
|
|
|
|
|
Loans and financing |
1.130.583 |
1.089.172 |
4% |
1.013.961 |
12% |
Debentures |
1.179.109 |
1600068 |
-26% |
1.736.027 |
-32% |
Obligations for purchase of land |
114.329 |
127.667 |
-10% |
183.619 |
-38% |
Deferred taxes |
91.079 |
89.321 |
2% |
- |
0% |
Provision for contingencies |
144.894 |
134.309 |
8% |
126.811 |
14% |
Obligation for investors |
171.534 |
203.293 |
-16% |
316.604 |
-46% |
Other |
429.337 |
534.615 |
-20% |
587.051 |
-27% |
|
3.260.865 |
3.778.445 |
-14% |
3.964.073 |
-18% |
Shareholders' Equity |
|
|
|
|
|
Capital |
2.734.159 |
2.734.157 |
0% |
2.730.789 |
0% |
Treasury shares |
(1.731) |
(1.731) |
0% |
(1.731) |
0% |
Capital reserves |
29.779 |
24.244 |
23% |
262.970 |
-89% |
Revenue reserves |
- |
- |
0% |
589.726 |
-100% |
Retained earnings |
(30.468) |
(31.515) |
-3% |
(75.134) |
-59% |
Accumulated losses |
(102.019) |
(102.019) |
0% |
- |
0% |
Non-controlling interests |
116.425 |
105.359 |
11% |
77.850 |
50% |
|
2.746.145 |
2.728.495 |
1% |
3.584.470 |
-23% |
Liabilities and Shareholders' Equity |
9.170.654 |
9.367.678 |
-2% |
9.772.460 |
-6% |
39
CASH FLOW
|
2Q12 |
2Q11 |
Income Before Taxes on Income |
15.202 |
(37.019) |
Expenses (income) not affecting working capital |
20.775 |
53.004 |
Depreciation and amortization |
14.355 |
22.754 |
Impairment allowance |
(5.103) |
0 |
Expense on stock option plan |
13.270 |
4.781 |
Penalty fee over delayed projects |
(6.265) |
0 |
Unrealized interest and charges, net |
(18.501) |
8.812 |
Deferred Taxes |
|
|
Disposal of fixed asset |
(877) |
0 |
Warranty provision |
1.269 |
2.284 |
Provision for contingencies |
24.125 |
11.552 |
Profit sharing provision |
15.888 |
2.350 |
Allowance (reversal) for doubtful debts |
(10.087) |
0 |
Profit / Loss from financial instruments |
(7.299) |
471 |
Clients |
82.275 |
(479.447) |
Properties for sale |
258.762 |
135.004 |
Other receivables |
(14.839) |
2.108 |
Deferred selling expenses and prepaid expenses |
(18.075) |
(1.013) |
Obligations on land purchases and advances from customers |
(60.402) |
86.673 |
Taxes and contributions |
(1.288) |
63.759 |
Trade accounts payable |
25.928 |
47.249 |
Salaries, payroll charges |
(10.342) |
(20.479) |
Other accounts payable |
(11.142) |
(72.241) |
Current account operations |
(109.102) |
49.579 |
Paid taxes |
26.778 |
24.816 |
Cash used in operating activities |
(4.037) |
(13.519) |
Investing activities |
200.493 |
(161.526) |
Purchase of property and equipment and deferred charges |
(21.456) |
(26.802) |
Redemption of securities, restricted securities and loans |
3.413.934 |
2.451.697 |
Investments in marketable securities, restricted securities and loans and securities, restricted securities and loans |
(3.528.684) |
(2.586.317) |
Cash used in investing activities |
(136.206) |
(161.422) |
Financing activities |
|
|
Capital increase |
2 |
2 |
Contributions from venture partners |
(34.506) |
91.433 |
Increase in loans and financing |
263.763 |
483.533 |
Repayment of loans and financing |
(293.877) |
(282.698) |
Assignment of credit receivables, net |
45.225 |
155.889 |
Proceeds from subscription of redeemable equity interest in securitization fund |
(3.828) |
(3.744) |
Operations of mutual |
(5.677) |
(19.984) |
Net cash provided by financing activities |
(28.898) |
424.431 |
Net increase (decrease) in cash and cash equivalents |
35.389 |
101.483 |
Cash and cash equivalents |
|
|
At the beginning of the period |
265.265 |
228.700 |
At the end of the period |
300.654 |
330.183 |
Net increase (decrease) in cash and cash equivalents |
35.389 |
101.483 |
40
GLOSSARY
Affordable Entry Level Residential units targeted to the mid-low and low income segments with prices below R$200 thousand per unit. Backlog of Results As a result of the Percentage of Completion Method of recognizing revenues, we recognize revenues and expenses over a multi-year period for each residential unit we sell. Our backlog of results represents revenues minus costs that will be incurred in future periods from past sales. Backlog of Revenues As a result of the Percentage of Completion Method of recognizing revenues, we recognize revenues over a multi-year period for each residential unit we sell. Our backlog represents revenues that will be incurred in future periods from past sales. Backlog Margin Equals to “Backlog of Results” divided “Backlog of Revenues” to be recognized in future periods. Land Bank Land that Gafisa holds for future development paid either in Cash or through swap agreements. Each decision to acquire land is analyzed by our investment committee and approved by our Board of Directors. LOT (Urbanized Lots) Land subdivisions, or lots, with prices ranging from R$150 to R$600 per square meter |
PoC Method Under Brazilian GAAP, real estate development revenues, costs and related expenses are recognized using the percentage-of-completion (“PoC”) method of accounting by measuring progress towards completion in terms of actual costs incurred versus total budgeted expenditures for each stage of a development. Pre-sales Contracted pre-sales are the aggregate amount of sales resulting from all agreements for the sale of units entered into during a certain period, including new units and units in inventory. Contracted pre-sales will be recorded as revenue as construction progresses (PoC method). There is no definition of "contracted pre-sales'' under Brazilian GAAP. PSV Potential Sales Value. SFH Funds Funds from SFH are originated from the Governance Severance Indemnity Fund for Employees (FGTS) and from savings accounts deposits. Banks are required to invest 65% of the total savings accounts balance in the housing sector, either to final customers or developers, at lower interest rates than the private market. Swap Agreements A system in which we grant the land-owner a certain number of units to be built on the land or a percentage of the proceeds from the sale of units in such development in exchange for the land. By acquiring land through this system, we intend to reduce our cash requirements and increase our returns.
Operating Cash Flow Operating cash flow (non-accounting) |
41
ABOUT GAFISA
Gafisa is a leading diversified national homebuilder serving all demographic segments of the Brazilian market. Established over 57 years ago, we have completed and sold more than 1,000 developments and built more than 12 million square meters of housing only under Gafisa’s brand, more than any other residential development company in Brazil. Recognized as one of the foremost professionally managed homebuilders, "Gafisa" is also one of the most respected and best-known brands in the real estate market, recognized among potential homebuyers, borrowers, lenders, landowners, competitors, and investors for its quality, consistency, and professionalism. Our pre-eminent brands include Tenda, serving the affordable/entry level housing segment, and Gafisa and AlphaVille, which offer a variety of residential options to the mid to higher-income segments. Gafisa S.A. is traded on the Novo Mercado of the BM&FBOVESPA (BOVESPA:GFSA3) and on the New York Stock Exchange (NYSE:GFA).
Investor Relations Contact Info Luciana Doria Wilson Website: www.gafisa.com.br/ir Phone: +55 11 3025-9297 / 9242 / 9305 Fax: +55 11 3025-9348 Email: ri@gafisa.com.br
|
Media Relations (Brazil) Débora Mari Máquina da Notícia Comunicação Integrada Phone: +55 11 3147-7412 Fax: +55 11 3147-7900 E-mail: debora.mari@maquina.inf.br |
This release contains forward-looking statements relating to the prospects of the business, estimates for operating and financial results, and those related to growth prospects of Gafisa. These are merely projections and, as such, are based exclusively on the expectations of management concerning the future of the business and its continued access to capital to fund the Company’s business plan. Such forward-looking statements depend, substantially, on changes in market conditions, government regulations, competitive pressures, the performance of the Brazilian economy and the industry, among other factors; therefore, they are subject to change without prior notice.
The second-quarter financial statements were prepared and are being presented in accordance with the accounting practices adopted in Brazil (“Brazilian GAAP”), required for the years ended December 31, 2009. Therefore, they do not consider the early adoption of the technical pronouncements issued by CPC in 2009, approved by the Federal Accounting Council (“CFC”), required beginning on January 1, 2010. On November 10, 2009 the CVM, issued the deliberation nº 603 changed by deliberation nº 626, which provides the option for listed Companies to present 2010 quarterly information based on accounting practices in force at December 31, 2009. The scope of the works of our independent auditors does not include, the review non-financial information included in the earnings release, such as sales volume, value of sales, revenues to be recognized and costs to be incurred, among other non-accounting information, as well as absolute values or percentage derived from this information. | |
42
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
1. Operations
Gafisa S.A. ("Gafisa" or "Company") is a publicly traded company with headquarter at Avenida das Nações Unidas, nº 8.501, 19º andar, in the City of São Paulo, State of São Paulo, Brazil and started its operations in 1997 with the objectives of: (i) promoting and managing all forms of real estate ventures on its own behalf or for third parties, taking into consideration that in the case of the later, as construction company and proxy; (ii) selling and purchasing real estate properties in general; (iii) carrying out civil construction and civil engineering services and (iv) developing and implementing marketing strategies related to its own or third party real estate ventures.
Real estate projects entered into by the Company with third parties are structured through specific purpose partnerships (“Sociedades de Propósito Específico” or– “SPEs”) or the formation of consortia and condominiums. Controlled entities substantially share the managerial and operating structures and the corporate, managerial and operating costs with the Company. SPEs, condominiums and consortia operate solely in the real estate industry and are linked to specific ventures.
In the 4th quarter of 2011, the Company conducted an extensive review of its operations and business strategy, as well as those of its subsidiaries. As a result of this review, the following changes were made:
· Establishment of a new organizational structure divided into brands, with indication of the professionals responsible for the respective structures;
· Temporary reduction of the activities of the Tenda brand, until the Company is able to operate efficiently based on the fundamentals of this segment, that is, production at competitive costs (using the technology of steel structures) and immediate transfer, soon after the sale, of clients to a financial institution;
· Increase in investments in the Alphaville brand, as it is the most profitable segment of the product portfolio; and
· Focus the Gafisa brand on the markets of São Paulo and Rio de Janeiro.
43
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
1. Operations --Continued
As a consequence of this review and of the newly established structure, a series of measures were taken:
· Extensive review of all budgets of the costs of works in progress;
· Review of all portfolio of Tenda customers in order to confirm whether they fulfill the requirements of financial institutions; and
· Analysis of the recoverability of lands located in non-priority regions.
Because of these changes and reviews made, the Company recognized adjustments and provisions amounting to approximately R$639,482 for 2011, of which R$113,952 for the six-month period ended June 30, 2011 (Note 2.3). Such adjustments and provisions did not produce an impact on the capital flow of the Company neither shall impact its capacity to fulfill commitments, as mentioned in Note 1 to the financial statements as of December 31, 2011.
44
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
2. Presentation of interim financial information and summary of significant accounting policies
The Board of Directors of the Company has power to amend the individual and consolidated interim financial information (“quarterly information”) of the Company after they are issued. On August 08, 2012, the Company’s Board of Directors approved the individual and consolidated quarterly information of the Company and authorized their issuance.
The individual and consolidated quarterly information were prepared and presented according to the same accounting practices adopted in the presentation and preparation, as mentioned in Note 2.1, of the financial statements for the year ended December 31, 2011, which shall be read together with this Quarterly Information.
Pursuant to CVM/SNC/SEP Circular Letter No. 03/2011, the Company states that the significant accounting judgments, estimates and assumptions, as well as the significant accounting practices are the same as those disclosed in the annual financial statements for 2011, and continue valid for the quarterly information hereof. Therefore, the corresponding information shall be read in Notes 2.1 and 2.2 of those financial statements.
In order to enhance the information described in Note 2.2, as of December 31, 2011, particularly in relation to the determination of fair value for recognition of revenue from units sold and under construction, which is appropriated to income throughout the construction period, the following criteria is adopted by the Company:
· The fair value of the revenue from units sold is stated at present value based on the discount rate which its fundamentals and assumption are the average rate of the financing obtained by the Company, net of adjustment for inflation, between the contract signature date and the estimated date to handover the keys of the completed property to the buyer (from the handover of keys, an interest of 12% p.a. plus adjustment for inflation is applied to the accounts receivable);
· The discount rate adopted by the Company and its subsidiaries is 3.23% for the period ended June 30, 2012 (4.18% as of December 31, 2011), net of INCC;
· Subsequently, interests accrue over time on the new fair value to calculate the revenue to be appropriated, on which the percentage of completion will be applied; and,
45
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
2. Presentation of interim financial information and summary of significant accounting policies --Continued
· In compliance with the provisions of item 9 of CPC 30, items 33 and 34 of OCPC01, and item 33 of CPC 12, the Company, in relation to installment sale of unfinished units, recognizes receivables adjusted for inflation, including the portion related to the handover of keys, without interest charges, and are discounted to present value, once the agreed-upon inflation indexes do not include the interest component. The reversal of the present value adjustment, considering that an important part of the Company operations consists of financing its clients, was carried out as contra-entry to the group of real estate development revenue, consistently with interest incurred on the portion of receivables balance related to period subsequent to the handover of keys. The discount rate adopted is based on fundamentals and assumption of an average rate of loans and financing obtained by the Company, net of the inflation effect, as mentioned in Note 2.2.20 to the financial statements as of December 31, 2011.
In order to determine the most significant risks and benefits inherent in the ownership of real estate units sold that are transferred to real estate buyers, the Company follows the Technical Orientation OCPC 04. It requires significant judgment, and in this context, the Management considered all discussions on the theme that were held in the scope of the Task Group coordinated by the Securities Exchange Commission (CVM) in which the Company was represented by the Brazilian Association of Publicly-Held Companies (ABRASCA), which led to a presentation to the CPC of the minutes of the OCPC 04, which it approved and guided the Technical Interpretation ICPC 02 to Brazilian real estate entities.
46
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
2. Presentation of interim financial information and summary of significant accounting policies --Continued
Certain matters related to the meaning and application of the continuous transfer of the risks, benefits and control over the real estate unit sales have been analyzed by the International Financial Reporting Interpretation Committee (IFRIC), at the request of some countries, including Brazil. However, in view of the project for issuing a revised standard relating to revenue recognition, IFRIC has been discussing this topic in its agenda, understanding that the concept for recognizing revenue is included in the standard that is currently under discussion. Accordingly, this issue is expected to be resolved only after the revised standard relating to revenue recognition is issued.
The individual and consolidated quarterly information was prepared based on historical cost basis, except if otherwise stated. The historical cost is usually based on the considerations paid in exchange for assets.
All amounts reported in this quarterly information are in thousands of Reais, except as otherwise stated.
The non-financial data included in this quarterly information, such as sales volume, contractual data, revenue and costs not recognized in units sold, economic projections, insurance and environment, were not reviewed.
Except for the loss for the period, the Company does not have other comprehensive loss or income.
The explanatory notes that did not undergo significant changes in relation to the individual and consolidated statements as of December 31, 2011 were not included in the accompanying quarterly information.
2.1. Functional currency
The individual and consolidated quarterly information are presented in Reais (presentation currency), which is also the functional currency of the Company and its subsidiaries.
47
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
2. Presentation of interim financial information and summary of significant accounting policies --Continued
2.2. Consolidated interim financial information
The consolidated interim financial information of the Company includes the financial information of Gafisa, its direct and indirect subsidiaries, and jointly-controlled companies. The control over such entities is obtained when the Company has power to control their financial and operating policies, and is able to enjoy their benefits and is exposed to the risks of their activities. The subsidiaries and jointly-controlled companies are fully and proportionally consolidated, respectively, from the date the full or shared control begins until the date it ceases. As of June 30, 2012 and December 31, 2011, the Quarterly Information and Consolidated Financial Statements include the full consolidation of the following companies, respectively:
Interest % | ||
June 2012 |
December 2011 | |
Gafisa and subsidiaries (*) |
100 |
100 |
Construtora Tenda and subsidiaries (“Tenda”) (*) |
100 |
100 |
Alphaville Urbanismo and subsidiaries (“AUSA”) (*) |
80 |
80 |
(*) It does not include jointly-controlled investees, as detailed below:
The accounting practices were uniformly adopted in all companies included in the consolidated Quarterly Information and the fiscal year of these companies is the same of the Company. See further details on these subsidiaries in Note 9.
48
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
2. Presentation of interim financial information and summary of significant accounting policies --Continued
The Company carried out the proportionate consolidation of the financial information of the direct jointly-controlled investees listed below, which main information is the following:
% - Interest |
Total assets |
Total liabilities |
Equity |
Net revenue |
Net income (loss) for the period | |||||||
Investees |
6/30/2012 |
12/31/2011 |
6/30/2012 |
12/31/2011 |
6/30/2012 |
12/31/2011 |
6/30/2012 |
12/31/2011 |
6/30/2012 |
6/30/2011 (Restated) |
6/30/2012 |
6/30/2011 (Restated) |
API SPE 28 - Planej.e Desenv.de Emp.Imob.Ltda. |
50% |
50% |
155,321 |
127,409 |
79,896 |
63,735 |
75,425 |
63,674 |
25,570 |
32,940 |
8,491 |
14,052 |
Gafisa SPE-77 Empreendimentos Imobiliários Ltda. |
65% |
65% |
110,337 |
126,341 |
83,355 |
67,979 |
26,982 |
58,362 |
26,402 |
14,383 |
2,508 |
5,423 |
GAFISA SPE-48 S/A |
80% |
80% |
66,820 |
85,077 |
10,537 |
31,271 |
56,283 |
53,806 |
4,453 |
4,978 |
2,477 |
(6,491) |
Gafisa SPE-55 S.A. |
80% |
80% |
65,817 |
78,523 |
16,843 |
28,579 |
48,974 |
49,944 |
10,174 |
28,681 |
(970) |
5,014 |
FIT 13 SPE Empreendimentos Imobiliários Ltda. |
50% |
50% |
93,495 |
72,859 |
51,526 |
38,080 |
41,969 |
34,779 |
44,771 |
21,277 |
20,181 |
7,127 |
Sítio Jatiuca Empreendimento Imobiliário SPE Ltda. |
50% |
50% |
85,109 |
104,432 |
52,685 |
74,951 |
32,424 |
29,481 |
19,539 |
13,142 |
2,943 |
6,028 |
Gafisa e Ivo Rizzo SPE-47 Emp. Imobiliários Ltda. |
80% |
80% |
37,232 |
37,945 |
12,677 |
13,004 |
24,555 |
24,941 |
- |
(178) |
(387) |
(269) |
Dubai Residencial Empreendimentos Imobiliários Ltda. |
50% |
50% |
42,965 |
58,560 |
24,992 |
34,745 |
17,973 |
23,815 |
(796) |
13,882 |
(1,895) |
3,115 |
Grand Park - Parque das Arvores Emp. Imob. Ltda |
50% |
50% |
73,740 |
93,305 |
53,573 |
70,656 |
20,167 |
22,649 |
(9,779) |
21,489 |
(8,026) |
1,268 |
Gafisa SPE-85 Emp. Imob. Ltda. |
80% |
80% |
95,176 |
84,945 |
72,725 |
66,267 |
22,451 |
18,678 |
13,749 |
21,569 |
3,773 |
885 |
Manhattan Square Emp. Imob. Coml 01 SPE Ltda. |
50% |
50% |
93,639 |
81,266 |
72,982 |
66,974 |
20,657 |
14,292 |
19,019 |
19,006 |
6,365 |
1,213 |
Aram SPE Empreendimentos Imobiliários Ltda. |
80% |
80% |
35,730 |
33,315 |
20,770 |
19,334 |
14,960 |
13,981 |
6,052 |
7,026 |
2,067 |
2,527 |
Costa Maggiore Emp. Imob. Ltda. |
50% |
50% |
27,290 |
29,568 |
12,800 |
16,337 |
14,490 |
13,231 |
354 |
3,778 |
1,260 |
364 |
Patamares 1 Empreendimentos Imobiliários SPE Ltda. |
50% |
50% |
54,602 |
41,314 |
35,417 |
28,564 |
19,185 |
12,750 |
26,198 |
10,357 |
6,436 |
2,110 |
O Bosque Empr. Imob. Ltda. |
60% |
60% |
9,699 |
9,898 |
352 |
319 |
9,347 |
9,579 |
367 |
84 |
(231) |
(58) |
Apoena Emp. Imob. Ltda. |
80% |
80% |
20,254 |
14,674 |
9,686 |
5,666 |
10,568 |
9,008 |
5,350 |
824 |
1,560 |
(454) |
Grand Park - Parque das Aguas Emp. Imob. Ltda. |
50% |
50% |
30,036 |
49,974 |
27,681 |
41,835 |
2,355 |
8,139 |
(1,351) |
10,806 |
(5,784) |
(1,471) |
Parque do Morumbi Incorporadora LTDA. |
80% |
80% |
31,240 |
24,417 |
17,518 |
16,370 |
13,722 |
8,047 |
16,958 |
4,178 |
6,631 |
445 |
Gafisa SPE-65 Empreendimentos Imobiliários Ltda. |
80% |
80% |
35,263 |
35,594 |
24,834 |
27,169 |
10,429 |
8,425 |
5,731 |
9,276 |
2,004 |
(890) |
Other |
Several |
Several |
685,008 |
591,786 |
631,638 |
543,444 |
53,370 |
48,342 |
94,338 |
60,300 |
7,837 |
(13,570) |
49
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
2. Presentation of interim financial information and summary of significant accounting policies --Continued
2.3. Restatement of consolidated quarterly information at June 30, 2011
As mentioned in Note 1, in line with the new strategic direction of the Company, during the fourth quarter of 2011, the executives who assumed the management of the operations of Gafisa and its subsidiaries Tenda and AUSA, conducted an extensive review of the budgets of construction works while reviewing the short and long-term business plan of the Company, and estimated the costs necessary for their completion. In the review process, adjustments to budgets that should have been recorded in the six-month period ended June 30, 2011 were identified and that were not identified through the internal controls operating at that period.
We highlight that the adjustments to costs that were identified are mainly from the operational problems in the performance of construction works by franchise partners and contractors, renegotiation of supplier’s contracts and project changes.
The Company’s management, with the objective of identifying the retroactive effects, reviewed the costs of earth moving construction and brickwork stages; contracts for the replacement of contractors and franchise partners and additional costs of completed units.
The retrospective effects of adjustments to the budgets of costs for period ended June 30, 2011, disclosed and accounted for in accordance with CPC 23 – Accounting Practices, Changes in Accounting Estimates and Errors (equivalent to IAS 8), are as follows:
|
Company |
Consolidated | ||
|
As of June 30, 2011 | |||
|
Equity |
Income (loss) for the period |
Equity |
Income (loss) for the period |
|
|
|
| |
As originally reported |
3,772,058 |
38,818 |
3,850,343 |
38,818 |
Decrease in net operating revenue |
(106,870) |
(46,756) |
(317,972) |
(149,704) |
Decrease in equity pick-up and other expenses |
(180,595) |
(86,702) |
(1,530) |
(1,530) |
Increase in deferred income tax and social contribution |
22,028 |
19,506 |
53,193 |
36,857 |
Non-controlling interests |
- |
- |
436 |
425 |
Restated |
3,506,621 |
(75,134) |
3,584,470 |
(75,134) |
50
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
2. Presentation of interim financial information and summary of significant accounting policies --Continued
2.3. Restatement of the consolidated quarterly information at June 30, 2011
In addition, for purposes of a better presentation and comparability of the quarterly information at June 30, 2012, the following reclassifications were made in the comparative quarterly information at June 30, 2011:
· Reclassification of brokerage expenses, from being deductions from revenues and services, to the account “Selling Expenses”.
Statement of income:
|
Company |
Consolidated | ||||||
|
As originally reported |
Adjustments |
Reclassification |
Restated |
As originally reported |
Adjustments |
Reclassification |
Restated |
|
|
|
|
|
|
|
| |
Net operating revenue |
576,102 |
(46,756) |
11,986 |
541,332 |
1,841,700 |
(149,704) |
24,277 |
1,716,273 |
Operating costs |
(503,744) |
(5,306) |
- |
(509,050) |
(1,438,012) |
(1,566) |
- |
(1,439,578) |
Gross profit |
72,358 |
(52,062) |
11,986 |
32,282 |
403,688 |
(151,270) |
24,277 |
276,695 |
Operating income (expenses) |
|
|
|
|
|
|
|
|
Selling expenses |
(41,581) |
- |
(11,986) |
(53,567) |
(113,475) |
- |
(24,277) |
(137,752) |
Equity pick-up |
143,087 |
(79,591) |
- |
63,496 |
- |
- |
- |
- |
Other operating expenses |
(98,963) |
(1,805) |
- |
(100,768) |
(171,445) |
36 |
- |
(171,409) |
Financial income |
(41,504) |
|
- |
(41,504) |
(59,864) |
- |
- |
(59,864) |
Tax expenses |
5,421 |
19,506 |
- |
24,927 |
(3,290) |
36,857 |
- |
33,567 |
Net income (loss) before non-controlling interests |
38,818 |
(113,952) |
- |
(75,134) |
55,614 |
(114,377) |
- |
(58,763) |
( - ) Net income (loss) for the period attributable to non-controlling interests |
- |
- |
- |
- |
(16,796) |
425 |
- |
(16,371) |
Net income (loss) for the period |
38,818 |
(113,952) |
- |
(75,134) |
38,818 |
(113,952) |
- |
(75,134) |
Basic net income (loss) per thousand shares – in Reais (company) |
0.0900 |
(0.2642) |
- |
(0.1742) |
|
|
|
|
Diluted net income (loss) per thousand shares – in Reais (company) |
0.0896 |
(0.2642) |
- |
(0.1742) |
|
|
|
|
51
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
2. Presentation of interim financial information and summary of significant accounting policies --Continued
2.3. Restatement of the consolidated quarterly information at June 30, 2011
Statement of cash flows:
|
Company |
Consolidated | ||||
|
As originally reported |
Adjustments |
Restated |
As originally reported |
Adjustments |
Restated |
|
|
|
|
|
| |
Income (loss) before income and social contribution taxes |
33,397 |
(133,458) |
(100,061) |
58,904 |
(151,234) |
(92,330) |
Expenses (income) not affecting cash and cash equivalents and short-term investments |
(44,625) |
79,592 |
34,967 |
143,856 |
- |
143,856 |
Increase/decrease in assets and liabilities |
(238,512) |
63,459 |
(175,053) |
(603,024) |
151,234 |
(385,605) |
Cash used in operating activities |
(249,740) |
9,593 |
(240,147) |
(400,264) |
66,185 |
(334,079) |
Cash from (used in) investing activities |
29,545 |
1,805 |
31,350 |
70,797 |
- |
70,797 |
Cash from financing activities |
185,985 |
(11,398) |
174,587 |
403,268 |
(66,185) |
337,083 |
Net increase (decrease) in cash and cash equivalents and short-term investments |
(34,210) |
- |
(34,210) |
73,801 |
- |
73,801 |
Cash and cash equivalents |
|
|
|
|
|
|
At the beginning of the period |
66,092 |
- |
66,092 |
256,382 |
- |
256,382 |
At the end of the period |
31,882 |
- |
31,882 |
330,183 |
- |
330,183 |
Net increase (decrease) in cash and cash equivalents |
(34,210) |
- |
(34,210) |
73,801 |
- |
73,801 |
52
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
3. New pronouncement issued by the IASB
As mentioned in Note 3 to the financial statements for 2011, new pronouncements, amendments to existing pronouncements and new interpretations were published and are mandatory for the years beginning January 1, 2012 or later.
The Accounting Pronouncements Committee (CPC) has not issued the respective pronouncements and amendments related to this explanatory note of the new and revised IFRS. Because of CPC and CVM’s commitment to keeping the set of standards issued that were based on the updates made by the IASB updated, these pronouncements and amendments are expected to be issued by CPC and approved by CVM before the date of their mandatory application.
The Company and its subsidiaries did not make the early adoption of such amendments in their consolidated quarterly information at June 30, 2012 neither had the opportunity to assess the possible impact of the adoption of such amendments.
No new pronouncement was issued besides those disclosed in the financial statements for 2011.
4. Cash and cash equivalents, short-term investments, restricted cash in guarantee to loans and restricted credit
4.1. Cash and cash equivalents
|
Company |
Consolidated | ||
|
06/30/2012 |
12/31/2011 |
06/30/2012 |
12/31/2011 |
|
|
|
| |
Cash and banks |
14,284 |
31,116 |
216,386 |
86,628 |
Securities purchased under agreement to resell (a) |
334 |
1,110 |
84,268 |
50,970 |
|
|
|
| |
Total cash and cash equivalents |
14,618 |
32,226 |
300,654 |
137,598 |
(a) Securities purchased under agreement to resell are securities issued by Banks with the repurchase commitment by the bank, and resale commitment by the customer, at rates and terms agreed upon, backed by private or government securities, depending on the bank and are registered with the CETIP.
As of June 30, 2012, the securities purchased under agreement to resell include interest earned from 75% to 102% of Interbank Deposit Certificates (CDI) (from 70% to 102% of CDI at December 31, 2011). All transactions are made with financial institutions considered by management to be first class.
53
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
4. Cash and cash equivalents, short-term investments, restricted cash in guarantee to loans and restricted credit --Continued
4.2. Short-term investments, restricted cash in guarantee to loans and restricted credit
|
Company |
Consolidated | ||
|
06/30/2012 |
12/31/2011 |
06/30/2012 |
12/31/2011 |
|
|
|
| |
Investment funds |
- |
- |
3,979 |
2,686 |
Bank deposit certificates (a) |
61,920 |
6,187 |
444,213 |
466,753 |
Restricted cash in guarantee to loans (b) |
42,059 |
56,139 |
83,253 |
59,497 |
Restricted credits (c) |
14,354 |
17,837 |
254,379 |
306,268 |
Other (d) |
10,799 |
10,799 |
10,799 |
10,858 |
Total short-term investments, restricted cash in guarantee to loans and restricted credit |
129,132 |
90,962 |
796,623 |
846,062 |
(a) As of June 30, 2012, Bank Deposit Certificates (CDBs) include interest earned varying from 90% to 103.5% (from 75% to 110% as of December 31, 2011) of Interbank Deposit Certificates (CDI). The CDBs in which the Company invests earn interest that is usually above 98% of CDI. However, we invest in short term (up to 20 working days) through securities purchased under agreement to resell which interest is lower (from 75% of CDI). On the other hand, these investments are exempt from the tax on financial transactions (IOF), which is not the case of CDBs.
(b) Restricted cash in guarantee to loans are investments in fixed-income funds, whose shares represent investments only in federal government bonds, indexed to fixed or price indexes, and inflation variation, and made available when the ratio of restricted receivables in guarantee to debentures reach 120% of the debt balance (Note 12). R$43,383 of total refers to financial investments, with fixed interest at 101% of CDI, with grace period of 90 days, related to the assignment of receivables described in Note 5(v). See Notes 12(v) and 16(b).
(c) Restricted credits are represented by onlending of the funds from associate credit (“crédito associativo”), a type of government real estate financing, which are in process of approval at the Caixa Econômica Federal (a Federally owned Brazilian bank used for real estate financing). These approvals are made to the extent the contracts signed with clients at the financial institutions are regularized, which the Company expect to be in up to 90 days.
(d) Additional Construction Potential Certificates (CEPACs). In fiscal year 2010, the Company acquired 22,000 Additional Construction Potential Certificates (CEPACs) in Seventh Session of the Fourth Public Auction conducted by the Municipal Government of São Paulo, related to the consortium of Água Espraiada urban operation, totaling R$16,500. At June 30, 2012 and December 31, 2011, the CEPACs, recorded in the account “Other”, in the amount of R$10,799, have liquidity, the estimated fair value approximates cost, and shall not be used in ventures to be launched in the future. During 2011, the Company allocated a portion of CEPACs to new ventures. Such issue was registered with the CVM under the No. CVM/SER/TIC/2008/002, and according to CVM Rule No. 401/2003, CEPACs are put up for public auction having as intermediary the institutions that take part in the securities distribution system.
As of June 30, 2012 and December 31, 2011, the amount recognized amount relating to open-end assets and exclusive consolidated investment funds are classified as “held for trading” at fair value, as contra-entry to income for the period or year.
54
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
5. Trade accounts receivable of development and services
|
Company |
Consolidated | ||
|
06/30/2012 |
12/31/2011 |
06/30/2012 |
12/31/2011 |
|
|
|
| |
Real estate development and sales (i) |
1,432,790 |
1,575,751 |
5,108,480 |
5,438,850 |
( - ) Allowance for doubtful accounts and cancelled contracts (i) |
(11,248) |
(5,585) |
(379,597) |
(514,654) |
( - ) Adjustments to present value |
(12,766) |
(19,080) |
(74,699) |
(109,152) |
Services and construction and other receivables |
36,500 |
9,274 |
13,348 |
11,404 |
|
|
|
| |
|
1,445,276 |
1,560,360 |
4,667,532 |
4,826,448 |
|
|
|
| |
Current |
1,250,824 |
1,390,694 |
3,745,488 |
3,962,574 |
Non-current |
194,452 |
169,666 |
922,044 |
863,874 |
The current and non-current portions fall due as follows:
|
Company |
Consolidated | ||
Maturity |
06/30/2012 |
12/31/2011 |
06/30/2012 |
12/31/2011 |
2012 |
667,054 |
1,415,359 |
2,695,881 |
4,586,380 |
2013 |
688,768 |
72,893 |
1,887,907 |
545,882 |
2014 |
57,566 |
49,829 |
272,965 |
208,766 |
2015 |
22,475 |
11,130 |
106,571 |
27,429 |
2016 onwards |
33,427 |
35,814 |
158,504 |
81,797 |
|
1,469,290 |
1,585,025 |
5,121,828 |
5,450,254 |
( - ) Adjustment to present value |
(12,766) |
(19,080) |
(74,699) |
(109,152) |
( - ) Allowance for doubtful account and cancelled contracts |
(11,248) |
(5,585) |
(379,597) |
(514,654) |
|
1,445,276 |
1,560,360 |
4,667,532 |
4,826,448 |
(i) The balance of account receivable from units sold and not yet delivered is not fully reflected in quarterly information. Its recovery is limited to the portion of revenues accounted for net of the amounts already received.
Advances from clients (development and services), which exceed the revenues recorded in the period, at June 30, 2012, amount to R$39,205 (R$57,297 as of December 31, 2011) in the Company’s interim financial information and to R$147,675 (R$215,042 as of December 31, 2011) in the consolidated interim financial information, without effect of adjustment to present value, and are classified in “payables for purchase of land and advances from customers " (Note 17).
55
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
5. Trade accounts receivable of development and services--Continued
Accounts receivable from completed real estate units delivered are in general subject to annual interest of 12% plus IGP-M variation, the financial income being recorded in income under the account “Revenue from real estate development". The amounts recognized for the period ended June 30, 2012 and 2011 amounted to R$29,848 and R$8,635, respectively.
The balance of allowance for doubtful account and cancelled contracts, net of receivables and properties for sale, amounts to R$106,772 (consolidated) as of June 30, 2012 (R$119,824 as of December 31, 2011), is considered sufficient by Company management to cover the estimate of future losses on realization of the accounts receivable balance.
During the period ended June 30, 2012, the changes in the allowance for doubtful accounts and cancelled contracts are summarized as follows:
|
Company |
|
Allowance for doubtful account and cancelled contracts |
| |
Balance at December 31, 2011 |
(5,585) |
Additions |
(5,663) |
Balance at June 30, 2012 |
(11,248) |
|
Consolidated | ||
|
Allowance for doubtful account and cancelled contracts | ||
|
June 30, 2012 | ||
|
Receivables |
Properties for sale (Note 6) |
Net |
|
|
| |
Balance at December 31, 2011 |
(514,654) |
394,830 |
(119,824) |
Additions |
(5,663) |
- |
(5,663) |
Write-offs / reversal (Notes 22 and 23) |
140,720 |
(122,005) |
18,715 |
Balance at June 30, 2012 |
(379,597) |
272,825 |
(106,772) |
The reversal of the adjustment to present value recognized in revenue from real estate development for the period ended June 30, 2012 amounted to R$6,314 in the Company’s statements and R$34,453 in the consolidated statements.
56
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
5. Trade accounts receivable of development and services --Continued
Receivables from units not completed were measured at present value. The discount rate applied by the Company and its subsidiaries was at 3.23% for the period ended June 30, 2012 (4.18% as of December 31, 2011), net of Civil Construction National Index (INCC).
(ii) On March 31, 2009, the Company entered into a Credit Rights Investment Funds (FIDC) transaction, which consists of assignment of a portfolio comprising select residential and commercial real estate receivables arising from Gafisa and its subsidiaries. The Company assigned its receivables portfolio amounting to R$119,622 to Gafisa FIDC in exchange for cash, at the transfer date, discounted to present value, for R$88,664. The subordinated shares represented approximately 21% of the amount issued, totaling R$18,958 (present value). At June 30, 2012, it amounts to R$9,432 (Note 9). Senior and Subordinated shares receivable are indexed to IGP-M and incur interest at 12% per year.
The Company consolidated Gafisa FIDC in its quarterly information. Accordingly, it discloses at June 30, 2012, receivables amounting to R$24,295 in the group of trade accounts receivable, and R$14,865, is reflected in “other payables” (Note 15), and the balance of subordinated shares held by the Company being eliminated in this consolidation process.
57
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
5. Trade accounts receivable of development and services —Continued
On March 12, 2012, the shareholders of Gafisa FIDC unanimously approved at a meeting held on that date, amendments to the fund rules, comprising the inclusion of a provision that allows for extraordinary amortization of subordinated shares; replacement of the rating agency; possibility of selling subordinated shares and changes to the amortization flow of shares to cash basis. At this same meeting, the extraordinary amortization was approved in the amount of R$10,000 on March 22, 2012.
(iii) On June 26, 2009, the Company entered into 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 under the account “obligations assumed on assignment of receivables”. At June 30, 2012, it amounts to R$18,388 (R$24,791 as of December 31, 2011) (Note 13).
58
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
5. Trade accounts receivable of development and services --Continued
(iv) On June 27, 2011, the Company and its subsidiaries entered into a Definitive Assignment of Real Estate Receivables Agreement (CCI). The purpose of said Assignment Agreement is the definitive assignment by the assignor to the benefit of the assignee. The assignment relates to a portfolio comprising select residential real estate receivables performed and to be performed arising out of Gafisa and its subsidiaries. The assigned portfolio of receivables amounts to R$203,915 (R$185,210 – Gafisa’s interest) in exchange for cash, at the transfer date, discounted to present value, for R$171,694 (R$155,889 – Gafisa’s interest), recorded under the account “obligations assumed on the assignment of receivables”. As of June 30, 2012, the balance of this transaction is R$37,417 in the Company’s interim financial information and R$123.641 in the consolidated interim financial information (Note 13).
(v) On September 29, 2011, the Company and its subsidiaries entered into a Private Instrument for Assignment of Real Estate Receivables and Other Covenants. The purpose of said assignment agreement is the assignment by the assignor (“Company”) to the assignee of the select portfolio of residential real estate receivables performed or to be performed from Gafisa and its subsidiaries, comprising the financial flow of the portfolio (installments, charges and the portion related to the handover of keys). The amount of real estate receivables assignment paid by the Assignee amounts to R$238,356 (R$221,376 - Gafisa’s interest). The assignment amount will be settled by the Assignee by offsetting the Housing Financial System (SFH) debt balance of the own bank and the remaining balance will be settled by issuance of Bank Deposit Certificate (CDB) in favor of the Company in the amount of R$43,383 (Note 4.2(b)). The financial investment - CDB – has grace period of 90 days before released, as mentioned in Note 4.2(a). As of June 30, 2012, the balance of this transaction amounts to R$59,385 in the Company’s interim financial information and R$65.914 in the consolidated interim financial information (Note 13).
(vi) The Company and its subsidiaries entered into on December 22, 2011, a Definitive Assignment of Real Estate Receivables Agreement (CCI). The subject of such assignment agreement is the definitive assignment by the assignor to the assignee a portfolio comprising select residential real estate receivables performed and to be performed from Gafisa and its subsidiaries. The assigned portfolio of receivables amounts to R$72,384 in exchange for cash at the transfer date, discounted to present value, by R$60,097, classified into the account “obligations assumed on assignment of receivables”. As of June 30, 2012, the balance of this transaction is R$34,900 in the Company’s interim financial information and R$54,189 in the consolidated interim financial information (Note 13).
59
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
5. Trade accounts receivable of development and services --Continued
(vii) The Company and its subsidiaries entered into on May 9, 2012 a Definitive Assignment of Real Estate Receivables Agreement (CCI), which subject assignment agreement is the definitive assignment by the assignor to the assignee of a portfolio comprising select residential real estate receivables performed and to be performed from Gafisa and its subsidiaries. The assigned portfolio of receivables amounts to R$64,887 in exchange for cash at the transfer date, discounted to present value, by R$45,225, classified into the account “obligations assumed on assignment of receivables”, and the subscription of Subordinated CRI for the unit value of R$1,809. As of June 30, 2012, the balance of this transaction is R$15,709 in the Company’s information and R$52,440 in the consolidated interim financial information (Note 13).
For the items (ii) to (vii) Gafisa was engaged to perform, among other duties, the management of the receipt of receivables, CCIs underlying assets, and the collection of defaulting customers.
The total balance of the assignment of receivables, recorded in current and non current liabilities, as of June 30, 2012 is R$178,569 (R$296,909 as of December 31, 2011) in the Company’s interim financial information and R$365,449 (R$501,971 as of December 31, 2011) in the consolidated interim financial information (Note 13).
6. Properties for sale
|
Company |
Consolidated | ||
|
06/30/2012 |
12/31/2011 |
06/30/2012 |
12/31/2011 |
|
|
|
|
|
Land |
493,907 |
582,952 |
862,724 |
1,209,400 |
( - ) Provision for realization of land |
(2,594) |
(6,643) |
(19,248) |
(50,049) |
( - ) Adjustment to present value |
(2,378) |
(3,633) |
(3,738) |
(8,183) |
Property under construction |
294,828 |
305,162 |
1,113,287 |
1,181,950 |
Real estate cost in the recognition of the provision for cancelled contracts - Note 5(i) |
- |
- |
272,825 |
394,830 |
Completed units |
18,987 |
32,609 |
209,703 |
119,342 |
|
|
|
| |
|
802,750 |
910,447 |
2,435,553 |
2,847,290 |
|
|
|
| |
Current portion |
693,143 |
504,489 |
2,053,171 |
2,049,084 |
Non-current portion |
109,607 |
405,958 |
382,382 |
798,206 |
60
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
6. Properties for sale--Continued
In the period ended June 30, 2012, the change in the provision for realization of land is summarized as follows:
|
Company |
Consolidated |
|
Provision for realization of land | |
|
| |
Balance at December 31, 2011 |
(6,643) |
(50,049) |
Additions |
(229) |
(229) |
Write-offs |
4,278 |
7,551 |
Transfer to land for sale (Note 8) |
- |
23,479 |
Balance at June 30, 2012 |
(2,594) |
(19,248) |
The Company has undertaken commitments to build units in exchange for land, accounted for based on the fair value of the bartered units at acquisition date. At June 30, 2012, the net balance of land acquired through barter transactions amounts to R$21,418 (R$30,111 as of December 31, 2011), in the Company’s interim financial information and R$51,096 (R$83,506 as of December 31, 2011) in the consolidated interim financial information (Note 17).
As disclosed in Note 11, the balance of capitalized financial charges at June 30, 2012 amounts to R$134,984 in the Company’s interim financial information and R$241,875 in the consolidated interim financial information.
The adjustment to present value in the property for sale balance refers to the contra-entry to the adjustment to present value of payables for purchase of land with no income statement effect (Note 17). The total amount of the reversal of the adjustment to present value recognized in the costs of real estate development in the period ended June 30, 2012 amounts to R$534 in the Company’s interim financial information and R$662 in the consolidated interim financial information.
7. Other accounts receivable and others
|
Company |
Consolidated | ||
|
06/30/2012 |
12/31/2011 |
06/30/2012 |
12/31/2011 |
|
|
|
|
|
Advances to suppliers |
3,326 |
1,080 |
9,221 |
7,309 |
Recoverable taxes (IRRF, PIS, COFINS, among other) |
30,114 |
35,588 |
54,268 |
85,057 |
Judicial deposit (Note 16) |
95,833 |
85,702 |
123,087 |
108,436 |
Other |
63 |
2 |
8,364 |
3,426 |
|
|
|
| |
|
129,336 |
122,372 |
194,940 |
204,228 |
|
|
|
| |
Current portion |
23,121 |
26,503 |
84,016 |
60,378 |
Non-current portion |
106,215 |
95,869 |
110,924 |
143,850 |
61
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
8. Land available for sale
The Company, in line with the new strategic direction implemented at the end of 2011, opted to sell land not included in the Business Plan approved for 2012. Therefore, it devised a specific plan for the sale of such land in 2012. The carrying amount of such land, adjusted to market value when applicable, after the test for impairment, is shown by company as follow:
|
Consolidated | |||||||||
Company |
Cost |
Provision for impairment |
Net balance | |||||||
|
Balance at December 31, 2011 |
Transfer of properties for sale (Note 6) |
Reversal / Write-offs |
Balance at June 30, 2012 |
Balance at December 31, 2011 |
Additions |
Reversal / Write-offs |
Transfer of properties for sale (Note 6) |
Balance at June 30, 2012 |
Balance at June 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
Gafisa and SPEs |
93,464 |
40,444 |
(40,779) |
93,129 |
(27,495) |
- |
5,266 |
- |
(22,229) |
70,900 |
Tenda and SPEs |
41,730 |
109,991 |
(9,496) |
142,225 |
(14,511) |
- |
8,305 |
(23,479) |
(29,685) |
112,540 |
|
|
|
|
|
|
|
|
|
|
|
|
135,194 |
150,435 |
(50,275) |
235,354 |
(42,006) |
- |
13,571 |
(23,479) |
(51,914) |
183,440 |
9. Investments in subsidiaries
In January 2007, upon acquisition of 60% of AUSA, arising from the acquisition of Catalufa Participações Ltda., a capital increase of R$134,029 was approved upon the issuance for public subscription of 6,358,116 common shares. This transaction generated goodwill of R$170,941 recorded based on expected future profitability, which was partially amortized exponentially and progressively up to December 31, 2008 to match the estimated profit before taxes of AUSA on accrual basis of accounting. Goodwill balance at June 30, 2012 and December 31, 2011 is R$152,856 (Note 10).
The Company has an 80% interest in AUSA and has a commitment to purchase the remaining 20% of AUSA's capital stock based on the fair value of AUSA in 2012.
On June 8, 2012, according to the material fact then disclosed, the third phase of the Investment Agreement and Other Covenants entered into on October 2, 2006 ("Investment Agreement "), established the rules and conditions for Gafisa related to the acquisition of the capital stock of Alphaville Urbanismo S.A ("AUSA"). The Company informs that the amount negotiated for the acquisition of the remaining 20% interest in AUSA capital stock amounts to R$359 million; which shall be settled through issuance of shares of the parent company Gafisa, estimated at 70,251,551 common shares. The number of shares that shall be issued to settle this transaction is being decided on an arbitration process initiated by the non-controlling shareholders of AUSA, according to the material fact released on July 3, 2012.
62
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
9. Investments in subsidiaries--Continued
On October 26, 2007, Gafisa acquired 70% of Cipesa. Gafisa and Cipesa created a new company, Cipesa Empreendimentos Imobiliários Ltda. ("Nova Cipesa"), in which the Company holds 70% of interest and Cipesa 30%. Gafisa made an R$50,000 cash contribution to Nova Cipesa and acquired the shares which Cipesa held in Nova Cipesa amounting to R$15,000, paid on October 26, 2008. The non-controlling shareholders of Cipesa are entitled to receive from the Company a variable portion corresponding to 2% of the Total Sales Value (VGV), as defined, of the projects launched by Nova Cipesa through 2014; the maximum amount being R$25,000. Accordingly, the acquisition price considered by the Company totaled R$90,000. As a result of this transaction, a goodwill amounting to R$40,687 was recorded based on expected future profitability (Note 10). The Company recorded a provision for the non realization of the amount of R$10.430 as of December 31, 2011 and wrote-off the balance due to the sale of land in the amount of R$11,509 as of June 30, 2012, totaling R$21,939. The balance of goodwill, net, amounts to R$18,748 (Note 10) as of June 30, 2012.
63
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
9. Investments in subsidiaries--Continued
(i) Ownership interest
(a) Information on subsidiaries and jointly-controlled investees
Ownership interest - % |
Total assets |
Total liabilities |
Equity and advance for future capital increase |
Income (loss) for the period |
Investments (provision for capital deficiency) |
Equity pick-up | ||||||
Direct investees |
06/30/2012 |
12/31/2011 |
06/30/2012 |
06/30/2012 |
06/30/2012 |
12/31/2011 |
06/30/2012 |
06/30/2011 |
06/30/2012 |
12/31/2011 |
06/30/2012 |
06/30/2011 |
|
|
|
|
|
|
| ||||||
Construtora Tenda S.A. |
100 |
100 |
3,644,813 |
2,158,587 |
2,040,094 |
2,083,237 |
(43,142) |
(29,040) |
2,040,094 |
2,083,237 |
(43,142) |
(29,040) |
Alphaville Urbanismo S.A. |
60 |
60 |
1,014,652 |
691,348 |
404,130 |
326,272 |
59,134 |
79,990 |
242,478 |
195,763 |
34,403 |
48,431 |
Shertis Emp. Part. S.A. |
100 |
100 |
88,496 |
16,852 |
76,644 |
65,177 |
11,468 |
16,144 |
76,644 |
65,177 |
11,468 |
16,144 |
Gafisa SPE 89 Emp. Im. Ltda. |
100 |
100 |
260,375 |
201,377 |
60,160 |
59,463 |
7,397 |
2,883 |
60,160 |
59,463 |
7,397 |
2,883 |
Cipesa Empreendimentos Imobiliários S.A. |
100 |
100 |
104,548 |
55,646 |
48,902 |
58,331 |
1,252 |
60 |
48,902 |
58,331 |
1,252 |
59 |
Gafisa SPE 48 S.A. (d) |
80 |
80 |
66,820 |
10,537 |
57,197 |
54,502 |
2,477 |
- |
45,757 |
43,741 |
1,982 |
- |
Gafisa SPE 51 Emp. Im. Ltda. (d) |
100 |
100 |
93,668 |
57,790 |
42,262 |
37,801 |
(1,918) |
- |
42,262 |
37,801 |
(1,918) |
- |
Gafisa SPE 41 Emp. Im. Ltda. |
100 |
100 |
56,915 |
24,426 |
32,489 |
32,505 |
(16) |
351 |
32,489 |
32,505 |
(16) |
351 |
SPE Reserva Ecoville/Office - Emp Im. S.A. |
50 |
50 |
155,321 |
79,896 |
75,425 |
63,674 |
8,491 |
14,052 |
37,713 |
31,837 |
5,876 |
7,779 |
Sítio Jatiuca Emp Im.SPE Ltda. |
50 |
50 |
85,109 |
52,685 |
62,827 |
44,683 |
2,943 |
6,028 |
31,414 |
29,942 |
1,472 |
3,014 |
Verdes Praças Inc. Im. SPE Ltda. |
100 |
100 |
31,175 |
4,560 |
26,615 |
26,875 |
(260) |
74 |
26,615 |
26,875 |
(260) |
74 |
Gafisa SPE 50 Emp. Im. Ltda. |
100 |
100 |
45,446 |
34,643 |
27,138 |
25,654 |
1,269 |
(2,829) |
27,138 |
25,654 |
1,269 |
(2,828) |
Gafisa SPE 47 Emp. Im. Ltda. |
80 |
80 |
37,232 |
12,677 |
31,042 |
30,079 |
(387) |
(269) |
24,833 |
25,091 |
(309) |
(215) |
Gafisa SPE 30 Emp. Im. Ltda. |
100 |
100 |
37,270 |
19,026 |
18,244 |
18,599 |
(355) |
53 |
18,244 |
18,599 |
(355) |
53 |
Gafisa SPE 85 Emp. Im. Ltda. |
80 |
80 |
95,176 |
72,725 |
26,506 |
21,922 |
3,773 |
885 |
21,205 |
18,186 |
3,019 |
708 |
Gafisa SPE 116 Emp. Im. Ltda. |
50 |
100 |
63,743 |
63,771 |
63,690 |
17,968 |
2 |
(36) |
31,845 |
17,983 |
1 |
(19) |
FIT 13 SPE Emp. Imob. Ltda. |
50 |
50 |
93,495 |
51,526 |
42,499 |
35,123 |
20,181 |
7,127 |
21,250 |
17,733 |
10,091 |
3,564 |
Gafisa FIDC (Nota 5 (ii)) |
100 |
100 |
24,297 |
14,865 |
9,432 |
17,466 |
- |
- |
9,432 |
17,466 |
- |
- |
Gafisa SPE 32 Emp. Im. Ltda. |
100 |
100 |
39,430 |
32,893 |
16,332 |
16,522 |
(1,085) |
(2,215) |
16,332 |
16,522 |
(1,085) |
(2,216) |
Gafisa SPE 72 Emp. Im. Ltda. |
100 |
100 |
87,799 |
75,088 |
21,479 |
14,892 |
1,801 |
3,754 |
21,479 |
14,892 |
1,801 |
3,754 |
Aram SPE Emp. Imob. Ltda |
80 |
80 |
35,730 |
20,770 |
18,783 |
17,040 |
2,067 |
2,527 |
15,026 |
14,241 |
784 |
2,021 |
Costa Maggiore Emp. Im. Ltda. |
50 |
50 |
27,290 |
12,800 |
25,625 |
18,915 |
1,260 |
364 |
12,813 |
12,299 |
630 |
266 |
Dubai Residencial Emp Im. Ltda. |
50 |
50 |
42,965 |
24,992 |
22,585 |
23,815 |
(1,895) |
3,115 |
11,293 |
11,908 |
(921) |
939 |
Gafisa SPE 71 Emp. Im. Ltda. |
80 |
80 |
43,719 |
38,051 |
16,506 |
12,863 |
(960) |
(3,282) |
13,205 |
11,537 |
(768) |
(2,626) |
Gafisa SPE 110 Emp. Im. Ltda. |
100 |
100 |
42,837 |
30,646 |
12,191 |
11,470 |
721 |
2,565 |
12,191 |
11,470 |
721 |
2,565 |
Grand Park - Parque das Arvores Emp. Im. Ltda. |
50 |
50 |
73,740 |
53,573 |
20,167 |
22,649 |
(8,026) |
1,268 |
10,083 |
11,324 |
(4,013) |
(1,525) |
SPE Pq Ecoville Emp Im S.A. |
50 |
50 |
87,637 |
75,155 |
28,641 |
13,752 |
6,810 |
7,725 |
14,321 |
10,916 |
3,405 |
3,862 |
Gafisa SPE 46 Emp. Im. Ltda. |
60 |
60 |
21,979 |
17,392 |
17,105 |
11,492 |
1,086 |
656 |
10,263 |
10,092 |
652 |
394 |
Gafisa SPE 38 Emp. Im. Ltda. |
100 |
100 |
22,079 |
12,731 |
9,348 |
9,424 |
(76) |
82 |
9,348 |
9,424 |
(76) |
82 |
Gafisa SPE 42 Emp. Im. Ltda. |
100 |
100 |
28,272 |
19,591 |
9,443 |
9,344 |
(664) |
(1,269) |
9,443 |
9,344 |
(664) |
(1,269) |
64
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
9. Investments in subsidiaries--Continued
(i) Ownership interest--Continued
(a) Information on subsidiaries and jointly-controlled investees--Continued
Ownership interest - % |
Total assets |
Total liabilities |
Equity and advance for future capital increase |
Income (loss) for the period |
Investments (provision for capital deficiency) |
Equity pick-up | ||||||
Direct investees |
6/30/2012 |
12/31/2011 |
06/30/2012 |
06/30/2012 |
06/30/2012 |
12/31/2011 |
06/30/2012 |
06/30/2011 |
06/30/2012 |
12/31/2011 |
06/30/2012 |
06/30/2011 |
|
|
|
|
|
| |||||||
Apoena SPE Emp Im S.A. |
80 |
80 |
20,254 |
9,686 |
11,218 |
11,128 |
1,560 |
(1,036) |
8,974 |
9,326 |
1,248 |
(422) |
Alto da Barra de São Miguel Emp.Imob. SPE Ltda. |
50 |
50 |
26,870 |
36,419 |
22,849 |
3,458 |
2,052 |
(8,728) |
11,425 |
9,259 |
1,026 |
(4,364) |
Gafisa SPE 70 Emp. Im. Ltda. |
- |
55 |
- |
- |
- |
15,425 |
(13) |
(138) |
- |
9,216 |
(14) |
(76) |
Gafisa SPE 73 Emp. Im. Ltda. |
80 |
80 |
13,603 |
10,990 |
13,318 |
9,953 |
(1,988) |
(1,418) |
10,655 |
9,033 |
(1,590) |
(1,134) |
Gafisa SPE 36 Emp. Im. Ltda. |
100 |
100 |
55,786 |
46,473 |
9,313 |
8,919 |
393 |
989 |
9,313 |
8,919 |
393 |
989 |
Parque do Morumbi Incorporadora Ltda. |
80 |
80 |
31,240 |
17,518 |
15,377 |
9,371 |
6,631 |
445 |
12,302 |
7,761 |
7,741 |
474 |
Manhattan Square Emp. Imob. Coml. 1 SPE Ltda. |
50 |
50 |
93,639 |
72,982 |
33,212 |
14,785 |
6,365 |
1,213 |
16,606 |
7,639 |
3,182 |
1,223 |
Jardim I Plan., Prom.Vd Ltda. |
100 |
100 |
21,512 |
14,536 |
6,976 |
7,425 |
(448) |
(1,822) |
6,976 |
7,425 |
(448) |
(1,822) |
Gafisa SPE 65 Emp. Im. Ltda. |
80 |
80 |
35,263 |
24,834 |
14,271 |
9,009 |
2,004 |
(892) |
11,417 |
7,324 |
1,603 |
(713) |
Gafisa SPE 53 Emp. Im. Ltda. |
100 |
100 |
24,341 |
19,259 |
8,455 |
6,778 |
309 |
(2,030) |
8,455 |
6,778 |
309 |
(2,030) |
Gafisa SPE 22 Emp. Im. Ltda. |
100 |
100 |
7,841 |
1,327 |
6,514 |
6,661 |
(147) |
(204) |
6,514 |
6,661 |
(147) |
(204) |
Patamares 1 Emp. Imob. Ltda |
50 |
50 |
54,602 |
35,417 |
19,185 |
12,750 |
6,436 |
2,110 |
9,593 |
6,375 |
3,218 |
1,001 |
O Bosque Empr. Imob. Ltda. |
60 |
60 |
9,699 |
352 |
9,514 |
9,679 |
(231) |
(58) |
5,708 |
5,847 |
(139) |
667 |
Gafisa SPE 35 Emp. Im. Ltda. |
100 |
100 |
17,035 |
12,228 |
4,807 |
5,240 |
(433) |
107 |
4,807 |
5,240 |
(433) |
107 |
Gafisa SPE 39 Emp. Im. Ltda. |
100 |
100 |
17,447 |
12,303 |
5,144 |
5,149 |
(5) |
363 |
5,144 |
5,149 |
(5) |
363 |
Grand Park - Parque das Aguas Emp Im Ltda. |
50 |
50 |
30,036 |
27,681 |
2,355 |
8,139 |
(5,784) |
(1,471) |
1,177 |
4,070 |
(2,892) |
(541) |
Gafisa SPE 37 Emp. Im. Ltda. |
100 |
100 |
15,243 |
11,116 |
4,127 |
4,046 |
81 |
(124) |
4,127 |
4,046 |
81 |
(124) |
Gafisa SPE 118 Emp. Im. Ltda. |
100 |
100 |
3,384 |
3 |
3,381 |
3,381 |
- |
- |
3,381 |
3,381 |
- |
- |
Gafisa SPE 113 Emp. Im. Ltda. |
60 |
100 |
11,047 |
5,753 |
5,294 |
5,578 |
(284) |
(955) |
3,176 |
3,347 |
(170) |
(955) |
OCPC01 adjustment – capitalized interests (e) |
- |
- |
- |
- |
- |
- |
2,052 |
- |
27,914 |
25,035 |
9,428 |
- |
Other |
- |
- |
2,389,433 |
1,590,810 |
63,012 |
33,985 |
10,858 |
8,746 |
41,999 |
29,211 |
1,151 |
21,856 |
Subtotal |
|
|
9,430,303 |
5,986,306 |
3,621,823 |
3,392,368 |
102,756 |
105,860 |
3,203,935 |
3,134,293 |
56,238 |
71,500 |
|
|
|
|
|
|
|
|
|
|
|
| |
Other investments (a) |
|
|
|
|
|
|
|
|
308,160 |
298,927 |
- |
- |
Goodwill on acquisition of subsidiaries (b) |
|
|
|
|
|
|
|
|
171,604 |
183,113 |
- |
- |
Total investments |
|
|
|
|
|
|
|
|
3,683,699 |
3,616,333 |
56,238 |
71,500 |
65
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
9. Investment in subsidiaries--Continued
(i) Ownership interest --Continued
(a) Information on subsidiaries and jointly-controlled investees--Continued
Ownership interest - % |
Total assets |
Total liabilities |
Equity and advance for future capital increase |
Income (loss) for the period |
Investments (provision for capital deficiency) |
Equity pick-up | ||||||
Direct investees |
6/30/2012 |
12/31/2011 |
06/30/2012 |
06/30/2012 |
06/30/2012 |
12/31/2011 |
06/30/2012 |
06/30/2011 |
06/30/2012 |
12/31/2011 |
06/30/2012 |
06/30/2011 |
Provision for capital deficiency (c): |
|
|
|
|
|
|
|
|
|
|
|
|
Manhattan Square Emp. Imob. Res. 1 SPE Ltda. |
50 |
50 |
190,331 |
213,780 |
(23,449) |
(22,371) |
(1,078) |
(1,597) |
(11,725) |
(11,186) |
(539) |
(103) |
Gafisa SPE 123 Emp. Im. Ltda. |
100 |
100 |
21,908 |
24,698 |
(2,790) |
(2,571) |
(218) |
- |
(2,790) |
(2,571) |
(218) |
- |
Gafisa SPE 121 Emp. Im. Ltda. |
100 |
100 |
8,264 |
11,785 |
(3,521) |
(1,605) |
(1,916) |
- |
(3,521) |
(1,605) |
(1,916) |
- |
Gafisa SPE 83 Emp. Im. Ltda. |
100 |
100 |
2,654 |
3,975 |
(1,321) |
(1,110) |
(211) |
(201) |
(1,321) |
(1,110) |
(211) |
(201) |
Península SPE1 S.A. |
50 |
50 |
8,904 |
11,078 |
(2,044) |
(2,244) |
135 |
(216) |
(1,022) |
(1,090) |
68 |
(108) |
Other |
- |
- |
173,393 |
190,615 |
(7,765) |
(2,637) |
(1,564) |
(13,428) |
(6,690) |
(1,924) |
(1,331) |
(7,592) |
Total reserve for capital deficiency |
|
|
405,454 |
455,931 |
(40,890) |
(32,538) |
(4,852) |
(15,442) |
(27,069) |
(19,486) |
(4,147) |
(8,004) |
|
|
|
|
|
|
|
|
|
|
|
| |
Total equity pick-up |
|
|
|
|
|
|
|
|
|
|
52,091 |
63,496 |
(a) As a result of the establishment in January 2008 of a unincorporated partnership (SCP), the Company holds interests in such company that as of June 30, 2012 amounts to R$308,160 (December 31, 2011 - R$298,927) - Note 14.
(b) See composition in Note 10.
(c) Provision for capital deficiency is recorded in account “Other payables” (Note 15).
(d) In the year ended December 31, 2011, a transfer of units from this SCP to this Company was made for the respective carrying value per share.
(e) Charges not appropriated to the income of subsidiaries, as required by paragraph 6 of OCPC01.
(b) Change in investments
Opening balance at December 31, 2011 |
3,616,333 |
Equity pick-up |
52,091 |
Capital contribution |
16,790 |
Advance for future capital increase |
36,902 |
Acquisition/sale of interest |
(7,574) |
Dividends receivable |
(19,260) |
Other investments |
7,960 |
FIDC - Note 5 (ii) |
(8,034) |
Write-off of Cipesa goodwill for sale of land |
(11,509) |
Balance at June 30, 2012 |
3,683,699 |
66
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
10. Intangible assets
The intangible assets breakdown is as follows:
|
Company | |||
|
12/31/2011 |
|
|
06/30/2012 |
|
Balance |
Addition |
Write-down |
Balance |
Software – Cost |
43,237 |
7,147 |
(85) |
50,299 |
Software – Amortization |
(21,850) |
(3,489) |
- |
(25,339) |
Organization expenditures |
9,582 |
- |
(1,412) |
8,170 |
|
30,969 |
3,658 |
(1,497) |
33,130 |
|
Consolidated | |||
|
12/31/2011 |
|
|
06/30/2012 |
|
Balance |
Addition |
Write-down |
Balance |
Goodwill |
|
|
|
|
AUSA (Note 9) |
152,856 |
- |
- |
152,856 |
Cipesa (Note 9) |
40,687 |
- |
- |
40,687 |
Provision for non-realization / Write-off – sale of land (Note 9) |
(10,430) |
(11,509) |
- |
(21,939) |
|
183,113 |
(11,509) |
- |
171,604 |
Other intangible assets |
|
|
|
|
Software – Cost |
60,490 |
11,273 |
- |
71,763 |
Software – Amortization |
(27,839) |
(5,497) |
- |
(33,336) |
Organization expenditures |
13,720 |
- |
(1,754) |
11,966 |
|
46,371 |
5,776 |
(1,754) |
50,393 |
|
|
|
| |
|
229,484 |
(5,733) |
(1,754) |
221,997 |
Other intangible assets refer to expenditures on acquisition and implementation of information systems and software licenses, amortized in five years (20% per year).
Goodwill arises from the difference between the consideration and the equity of acquirees, calculated on acquisition date, and is based on the expectation of future economic benefits. These amounts are annually tested for impairment.
67
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
11. Loans and financing
|
|
|
Company |
Consolidated | ||
Type of operation |
Original Maturity |
Annual interest rate |
06/30/2012 |
12/31/2011 |
06/30/2012 |
12/31/2011 |
|
|
|
|
|
|
|
Certificate of Bank Credit – CCB (i) |
August 2013 to June 2017 |
1.30 % to 2.20% + CDI |
745,100 |
775,389 |
896,548 |
937,019 |
Promissory notes (ii) |
December 2012 |
125% to 126% of CDI |
239,691 |
231,068 |
239,691 |
231,068 |
National Housing System (i) |
April 2012 to August 2015 |
TR + 8.30 % to 12.00% |
189,298 |
156,911 |
936,597 |
684,642 |
Assumption of debt in connection with inclusion of subsidiaries ‘debt and other |
April 2013 |
TR + 12% |
2,124 |
3,125 |
2,124 |
3,881 |
|
|
|
1,176,213 |
1,166,493 |
2,074,960 |
1,856,610 |
|
|
|
|
|
| |
Current portion |
|
|
511,768 |
721,788 |
944,377 |
1,135,543 |
Non-current portion |
|
|
664,445 |
444,705 |
1,130,583 |
721,067 |
(i) Funding for developments – National Housing System (SFH) and for working capital and CCB correspond to credit lines from financial institutions using the funding necessary to the development of the Company's ventures and subsidiaries.
On June 27, 2011, eight Certificates of Bank Credit (CCBs) were issued by the Company, totaling R$65,000. CCBs are guaranteed by 30,485,608 shares issued by Gafisa SPE-89 Empreendimentos Imobiliários S.A.
In AUSA, eight CCBs were issued, totaling R$55,000. CCBs are guaranteed by 500,000 units issued by Alphaville Ribeirão Preto Empreendimentos Imobiliários S.A.
Funds from the mentioned CCBs were allocated to develop residential projects. The CCBs contain restrictive covenants related mainly to the leverage and liquidity ratios of the Company. These covenants were complied with as of June 30, 2012.
(ii) On December 5, 2011, the public distribution with restrict efforts of the 2nd issuance of commercial promissory notes was approved in two series, the 1st in the amount of R$150,000 and the 2nd in the amount of R$80,000, totaling R$230,068. As of June 30, 2012, the issuance balance is R$239,691. The issuance count on covenants mainly related to the fulfillment of leverage and liquidity ratios of the Company. These covenants were complied with on June 30, 2012.
Rates
· CDI - Interbank Deposit Certificate;
· TR - Referential Rate.
The current and non-current installments fall due as follows, considering the loans and financing reclassified into short term as of December 31, 2011 by default. In March and June 2012, the Company renegotiated certain restrictive covenants and is in compliance with the new covenants arising from the renegotiation. The non-current installments, which had been reclassified into current as of December 31, 2011, are reclassified into non-current as of June 30, 2012, according to their maturity in the follow years ending:
|
Company |
Consolidated | ||
Maturity |
06/30/2012 |
12/31/2011 |
06/30/2012 |
12/31/2011 |
2012 |
387,434 |
721,788 |
710,979 |
1,135,543 |
2013 |
228,370 |
49,208 |
541,591 |
215,263 |
2014 |
318,839 |
163,174 |
487,561 |
222,693 |
2015 |
134,304 |
126,982 |
200,164 |
152,006 |
2016 forwards |
107,266 |
105,341 |
134,665 |
131,105 |
|
1,716,213 |
1,166,493 |
2,074,960 |
1,856,610 |
68
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
11. Loans and financing --Continued
As of June 30, 2012, the Company and its subsidiaries have credit lines approved and not used for 45 ventures amounting to R$417,007 (Company – not reviewed) and R$1,686,440 (consolidated – not reviewed).
Loans and financing are guaranteed by sureties of the Company, mortgage of the units, as well as collaterals of receivables, and the inflow of contracts already signed on future delivery of units amounting to R$3,401,589 as of June 30, 2012 (R$3,806,586 as of December 31, 2011).
The Company and its subsidiaries have restrictive covenants under certain loans and financing that 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 with such covenants. The ratio and minimum and maximum amounts required under such restrictive covenants at June 30, 2012 and December 31, 2011 are disclosed in Note 12.
Financial expenses of loans, financing and debentures (Note 12) are capitalized at cost of each venture, according to the use of funds, and transferred to the income statement based on the criteria adopted for recognizing revenue, as shown below. The capitalization rate used in the determination of costs of loans eligible to capitalization varied from 8.59% to 10.54% as of June 30, 2012 (11.61% as of December 31, 2011).
|
Company |
Consolidated | ||
|
06/30/2012 |
06/30/2011 |
06/30/2012 |
06/30/2011 |
|
(restated) |
|
(restated) | |
Total financial expenses for the period |
169,312 |
107,888 |
252,439 |
209,942 |
Capitalized financial charges |
(67,291) |
(45,555) |
(113,224) |
(103,717) |
|
|
|
| |
Financial expenses (Note 24) |
102,021 |
62,333 |
139,215 |
106,225 |
|
|
|
| |
Financial charges included in “Properties for sale” |
|
|
|
|
|
|
|
| |
Opening balance (Note 6) |
108,450 |
116,287 |
221,814 |
146,541 |
Capitalized financial charges |
67,291 |
45,555 |
113,224 |
103,717 |
Charges appropriated to income |
(40,757) |
(67,070) |
(93,163) |
(95,298) |
|
|
|
| |
Closing balance (Note 6) |
134,984 |
94,772 |
241,875 |
154,960 |
69
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
12. Debentures
|
|
|
|
Company |
Consolidated | ||
Program/placement |
Principal - R$ |
Annual interest |
Original final maturity |
06/30/2012 |
12/31/2011 |
06/30/2012 |
12/31/2011 |
|
|
|
|
|
|
| |
Third program /first placement - Fifth placement (i) |
250,000 |
107.20% of CDI |
June 2013 |
129,842 |
253,592 |
129,842 |
253.592 |
Sixth placement (ii) |
100,000 |
CDI + 1.50% |
June 2014 |
131,730 |
124,851 |
131,730 |
124.851 |
Seventh placement (iii) |
600,000 |
TR + 10.20% |
December 2014 |
600,555 |
601,234 |
600,555 |
601.234 |
Eighth placement /first placement (v) |
288,427 |
CDI + 1.95% |
October 2015 |
292,552 |
293,819 |
292,552 |
293.819 |
Eighth placement / second placement (v) |
11,573 |
IPCA + 7.96% |
October 2016 |
13,519 |
12,680 |
13,519 |
12.680 |
First placement (Tenda) (iv) |
600,000 |
TR + 8.22% |
April 2014 |
- |
- |
612,583 |
613.024 |
|
|
|
|
1,168,198 |
1,286,176 |
1,780,781 |
1.899.200 |
|
|
|
|
|
|
| |
Current portion |
|
|
|
288,874 |
1,286,176 |
601,672 |
1.899.200 |
Non-Current portion |
|
|
879.324 |
- |
1,179,109 |
- | |
Current and non-current installments fall due as follows, considering the balances reclassified into current as of December 31, 2011 by default. In March 2012, the Company renegotiated certain restrictive covenants and, in June 30, 2012, is in compliance with the new covenants arising from the renegotiation. The non-current installments, which had been reclassified into current as of December 31, 2011, are reclassified into non-current as of June 30, 2012, according to their maturity as follows:
|
Company |
Consolidated | ||
Maturity |
06/30/2012 |
12/31/2011 |
06/30/2012 |
12/31/2011 |
2012 |
10,615 |
1,286,176 |
173,413 |
1,899,200 |
2013 |
426,041 |
- |
725,826 |
- |
2014 |
574,533 |
- |
724,533 |
- |
2015 |
149,932 |
- |
149,932 |
- |
2016 onwards |
7,077 |
- |
7,077 |
- |
|
1,168,198 |
1,286,176 |
1,780,781 |
1,899,200 |
(i) On May 16, 2008, the Company obtained approval for its 3rd Debenture Placement Program, which allows it to place R$ 1,000,000 in simple debentures with a general guarantee maturing in five years.
Under the 3rd Debenture Placement Program, the Company placed a series of 25,000 debentures in the total amount of R$250,000. On April 26, 2012, the Company set the conditions for the scheduled price adjustment, as provided for in the indenture, which was not accepted by 12,138 debenture holders; accordingly, the Company acquired on May 5, 2012 all debentures from those who did not accept the fixed conditions for R$123,192.
(ii) On August 12, 2009, the Company obtained approval for its 6th Placement of non-convertible simple debentures in two series, which have general guarantee, maturing in two years and unit face value at the issuance date of R$10,000, totaling R$250,000. In May 2010, the Company amended this indenture, changing the maturity from four to ten months. In October 2010, the Company carried out the early redemption of the first series of this placement in the amount of R$150,000.
(iii) On November 16, 2009, the Company obtained approval for its 7th Placement of nonconvertible simple debentures in a single and undivided lot, sole series, secured by a floating and additional guarantee, in the total amount of R$600,000, maturing in five years.
(iv) On April 14, 2009, the subsidiary Tenda obtained approval for its 1st Debenture Placement Program, which allowed it to place up to R$600,000 in non-convertible simple subordinated debentures, in a single and undivided lot, secured by a floating and additional guarantee, with semi-annual maturities between October 1, 2012 and April 1, 2014. The funds raised through the placement shall be exclusively used in the finance of real estate ventures focused only in the popular segment.
(v) On September 17, 2010, the Company obtained approval for its 8th Placement of nonconvertible simple debentures, in the amount of R$300,000, in two series, the first maturing on October 15, 2015, and the second on October 15, 2016.
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.
As mentioned in Note 4.2, the balance of restricted cash in guarantee to loans in investment funds in the amount of R$83,253 at June 30, 2012 (R$59,497 as of December 31, 2011) is pledged to cover the ratio of restrictive debenture covenants.
70
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
12. Debentures--Continued
The actual ratios and minimum and maximum amounts stipulated by these restrictive covenants at June 30, 2012 and December 31, 2011 are as follows:
|
06/30/2012 |
12/31/2011 |
Fifth placement (b) |
|
|
Total debt less SFH debt, less cash and cash equivalents and short-term investments (1) cannot exceed 75% of equity |
n/a |
78.79% |
Total account receivable plus inventory of finished units required to be equal to or 2.2 times over debt |
2.38 times |
n/a |
Total account receivable plus inventory of finished units required to be equal to or 2.2 times over net debt |
n/a |
3,48 times |
Total debt less venture debt (3) less cash and cash equivalents and short-term investments (1) cannot exceed 75% of equity |
23.15% |
32.94% |
|
| |
Seventh placement (a) |
|
|
The quotient of the division of EBIT(2) by the net financial expense shall be lower than 1.3, EBIT being positive at all times |
n/a |
3.25 times |
Total account receivable plus inventory required to be below zero or 2.0 times over net debt less venture debt (3) |
19.00 times |
14.27 times |
Total debt less venture debt (3), less cash and cash equivalents and short-term investments (1), cannot exceed 75% of equity plus non-controlling shareholders |
22.17% |
31.8% |
Total account receivable plus unappropriated income plus total inventory of finished units required to be 1.5 time over the net debt plus payable for purchase of properties plus unappropriated cost |
1.87 times |
1.74 times |
|
| |
Eighth placement - first and second series, second issuance of Promissory Notes, first and second series |
|
|
Total account receivable plus inventory of finished units required to be below zero or 2.0 times over net debt less venture debt |
15.04 times |
14.27 times |
Total debt less venture debt, less cash and cash equivalents and short-term investments (1), cannot exceed 75% of equity plus non-controlling shareholders |
22.17% |
31.8% |
|
| |
First placement – Tenda (a) |
|
|
The EBIT (2) shall be 1.3 times over the net financial expense or equal to or lower than zero and EBIT higher than zero |
n/a |
39.35 times |
The debt ratio, calculated as total account receivable plus inventory, divided by net debt less venture debt with general guarantee, must be > 2 or < 0, where TR (4) + TE (5) is always > 0 |
-5.12 |
-6.5 |
The Maximum Leverage Ratio, calculated as total debt less general guarantees divided by equity, must not exceed 50% of equity. |
-33.12% |
-40.83% |
Total account receivable plus unappropriated income plus total inventory of finished units required to be 1.5 over the net debt plus payable for purchase of properties plus unappropriated cost |
3.29% |
2.57 times |
(1) Cash and cash equivalents and short-term investments refer to cash and cash equivalents, short-term investments, restricted cash in guarantee to loans, and restricted credits.
(2) EBIT refers to earnings less selling, general and administrative expenses plus other net operating income.
(3) Venture debt and general guarantee debt refer to SFH debts, defined as the sum of all disbursed borrowing contracts which funds were provided by SFH, as well as the debt related to the seventh placement.
(4) Total receivables.
(5) Total inventory.
n/a These ratios were replaced, as mentioned in Notes (a) and (b) below.
71
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
12. Debentures—Continued
As of December 31, 2011, the Company exceeded what was provided for in the restrictive covenants of the First Placement of Tenda and the Seventh Placement of Gafisa because of the EBIT was lower than zero, and of the Fifth Placement of Gafisa because of the ratio was higher than 75% of equity.
(a) On March 13, 2012, at the Debenture holders’ Meeting, the following resolutions were approved for the First Placement of Tenda and the Seventh Placement of Gafisa:
1. Approval of a new definition of the Coverage Ratio of the Debt Service, thus amending the wording of line (n) of item 6.2.1 of the Indenture as follows:
6.2.1.
(...)
(n) the non-compliance with the Coverage Ratio of the Debt Service, calculated according to the formula below, and determined based on the audited or reviewed consolidated financial statements of the Issuer for each quarter until (and including) the quarter ended March 31, 2014:
Total Receivables + Unappropriated Income + Total Inventory > 1.5
Net Debt + Properties Payable + Unappropriated Cost
2. Approval of the fixed percentage, as provided for in Covenant 4.4.5 of the Indenture, from 130% to 145% (First Placement of Tenda) and 125% (Seventh Placement of Gafisa).
3. As condition to the approval of the above items, for the First Placement of Tenda, the Company shall present the approval of the personal guarantee by the Board of Directors of Gafisa, attested by the presentation of the minutes of the Board of Directors Meeting duly registered and published in the appropriated authorities, where the Parties shall amend the Indenture.
72
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
12. Debentures—Continued
(b) On March 28, 2012, the Debenture Holders’ Meeting approved the following resolutions on the Fifth Placement of Gafisa:
I. Amend the formula provided in line “m” of item 4.12.1 of the Covenant Four of the Indenture, which will have a new wording, as mentioned below, so that the calculation of the financial ratios provided for in the Indenture for the first quarter of 2012 is made by adopting the new methodology “m), by the Issuer, while there are Debentures outstanding, with the following financial ratios and limits (“Financial Ratios and Limits”):
1. {Total Debt – (Venture Debts + Cash and Cash Equivalents + Short term investments)} ≤ 75%;
Equity
2. {Total Receivables + Inventory of Finished Properties } ≥ 2.2 or < 0;
Total Debt
A. For the purposes of the provisions of line (m) above:
(...)
(c) “Venture Debt” – the sum of all contracts for purpose of funding the construction and which funds provided by the National Housing System (SFH) or the Severance Indemnity Fund for Employees (FGTS). Accordingly: Venture Debt = SFH Debt + FGTS Debt”.
II. Amend the interest of Debenture provided for in item 4.9.1 of the Covenant Four of the Indenture to 120% of CDI, so that the new wording of this item is as follows, and the new interest shall be effective from March 30, 2012, according to the DI released by the CETIP:
“4.9.1. Debentures will entitle to the payment of interest equivalent to the accumulation of 120% (one hundred and twenty per cent) of the daily average rates of one-day Interbank Deposits (DI), Extra Group, expressed as a percentage per year, based on 252 (two hundred fifty two) working days, calculated and released by CETIP.”
73
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
12. Debentures—Continued
Default on CCB restrictive covenants and waiver
In January, April and June 2012, the Company was in default on the restrictive covenants of a CCB amounting to R$100,000 due to the corporate rating downgrade. Immediately thereafter, the Company negotiated and obtained a waiver from the financial institutions of the early redemption due to the defaults on covenants.
13. Obligations assumed on assignment of receivables
The Company’s transactions of assignment of receivables portfolio, described in Notes 5 (iii) to 5(vii) are as follows:
|
Company |
Consolidated | ||
|
06/30/2012 |
12/31/2011 |
06/30/2012 |
12/31/2011 |
|
|
|
|
|
Assignment of receivables: |
|
|
|
|
CCI obligation Jun/09 - Note 5(iii) |
- |
- |
18,388 |
24,791 |
CCI obligation Jun/11 - Note 5(iv) |
37,417 |
46,283 |
123,641 |
169,793 |
CCI obligation Sep/11 - Note 5(v) |
59,385 |
171,210 |
65,914 |
188,191 |
CCI obligation Dec/11 - Note 5(vi) |
34,900 |
47,505 |
54,189 |
72,384 |
CCI obligation May/12 - Note 5(vii) |
15,709 |
- |
52,440 |
- |
Other |
31,158 |
31,911 |
50,877 |
46,812 |
|
178,569 |
296,909 |
365,449 |
501,971 |
|
|
|
| |
Current portion |
31,626 |
32,567 |
69,734 |
70,745 |
Non-current potion |
146,943 |
264,342 |
295,715 |
431,226 |
These transactions have right of recourse and, accordingly, are classified into a separate account in current and non-current liabilities.
14. Payables to venture partners
|
Company |
Consolidated | ||
|
06/30/2012 |
12/31/2011 |
06/30/2012 |
12/31/2011 |
|
|
|
|
|
Payable to venture partners (a) |
200,000 |
300,000 |
263,471 |
401,931 |
Usufruct of shares (b) |
35,183 |
39,963 |
66,297 |
71,255 |
|
|
|
| |
|
235,183 |
339,963 |
329,768 |
473,186 |
|
|
|
| |
Current portion |
110,555 |
139,907 |
158,234 |
219,796 |
Non-current portion |
124,628 |
200,056 |
171,534 |
253,390 |
74
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
14. Payables to venture partners--Continued
(a) In relation to the individual financial statements, in January 2008, the Company formed an unincorporated venture (SCP), the main objective of which is to hold interest in other real estate development companies, as mentioned in Note 9 (i) (a). As of June 30, 2012, the SCP received contributions of R$213,084 (represented by 13,084,000 Class A units of interest fully paid-in by the Company and 200,000,000 Class B units of interest from the other venture partners). The SCP will preferably use these funds to acquire equity investments and increase the capital of its investees. As a result of this operation, due to the prudence and considering that the decision to invest or not is made jointly by all members, thus independent from Company management decision, as of June 30, 2012 payables to venture partners were recognized in the amount of R$200,000, maturing on January 31, 2014. The venture partners receive an annual declared dividend substantially equivalent to the variation in the Interbank Deposit Certificate (CDI) rate; as of June 30, 2012, the amount accrued totaled R$7,855. The SCP's charter provides for the compliance with certain covenants by the Company, in its capacity as lead partner, which include the maintenance of minimum indices of net debt and receivables. At a meeting of the venture partners held on February 2, 2012, they decided to reduce the SCP capital by 100,000,000 Class B units and, as consequence of this resolution, the SCP paid R$100,000 to the partners that held such units. As of June 30, 2012, the SCP and the Company is in compliance with these clauses.
In the consolidated financial statements, in April 2010, the subsidiary Alphaville Urbanismo S.A. paid-in the capital of an entity, the main objective is the holding of interest in other companies, which shall have as main objective the development and carrying out of real estate ventures. As of June 30, 2012, this entity subscribed capital and paid-in capital reserve amounting to R$161,720 (comprising 81,719,641 common shares held by the Company and 80,000,000 preferred shares held by other shareholders). As a result of this transaction, due to prudence and taking into consideration the rights to which the holders of preferred shares are entitled, such as payment of fixed dividends and redemption, as of June 30, 2012, payables to investors/venture partners are recognized at R$53,333 (net of the payment mentioned below), with final maturity on March 31, 2014. The preferred shares shall pay cumulative fixed dividends, substantially equivalent to the variation of the General Market Prices Index (IGP-M) plus 7.25% p.a. As of June 30, 2012, the balance accrued amounts to R$2,283. The Company’s articles of incorporation sets out that certain matters shall be submitted for approval from preferred shareholders through vote, such as the rights conferred by such shares, increase or reduction in capital, use of profits, set up and use of any profit reserve, and disposal of assets. On April 2, 2012, the Company paid R$26,667 to partners who hold preferred shares. As of June 30, 2012, the Company is in compliance with the above-described clauses.
Dividends are reclassified as financial expenses in the financial statements.
(b) As part of the funding through issuance of Certificates of Bank Credit– CCB, described in Note 11, the Company and subsidiary AUSA entered into a paid usufruct agreement in connection with 100% of the preferred shares in SPE-89 Empreendimentos Imobiliários S.A. and Alphaville Ribeirão Preto Empreendimentos Imobiliários S.A., for a period of six years, having raised R$45,000 and R$35,000, respectively, recorded based on effective interest method of amortization in the statement of operations. As of June 30, 2012, the total amount of dividends paid to partners who hold preferred shares was R$13,400 and R$8,600, respectively.
15. Other obligation
|
Company |
Consolidated | ||
|
06/30/2012 |
12/31/2011 |
06/30/2012 |
12/31/2011 |
|
|
|
| |
Acquisition of interests |
2,286 |
2,286 |
20,566 |
20,560 |
Provision for penalties for delay in construction works |
10,242 |
12,675 |
56,132 |
51,211 |
Cancelled contract payable |
2,042 |
3,662 |
50,008 |
88,279 |
FIDC payable (a) |
- |
- |
14,865 |
2,950 |
Provision for warranty |
26,173 |
25,009 |
55,999 |
53,715 |
Deferred sales taxes (PIS and COFINS) |
44,556 |
29,596 |
64,821 |
137,074 |
Provision for net capital deficiency (Note 9) |
27,069 |
19,486 |
- |
- |
Other liabilities |
19,975 |
42,548 |
75,501 |
63,282 |
|
|
|
|
|
|
132,343 |
135,262 |
337,892 |
417,071 |
|
|
|
|
|
Current portion |
77,125 |
98,773 |
204,270 |
274,214 |
Non-current portion |
55,218 |
36,489 |
133,622 |
142,857 |
(a) Refers to the operation on assignment of receivables portfolio - Note 5(ii).
75
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
16. Provisions for legal claims and commitments
The Company and its subsidiaries are parties to lawsuits and administrative claims at various courts and government agencies that arise from the ordinary course of business, involving tax, labor, civil lawsuits and other matters. Management, based on information provided by its legal counsel 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 probable losses.
In the period ended June 30, 2012, the changes in the provision are summarized as follows:
Company |
Civil claims (i) |
Tax claims (ii) |
Labor claims (iii) |
Total |
Balance at December 31, 2011 |
91,735 |
1,894 |
14,968 |
108,597 |
Additional provision |
5,601 |
- |
9,334 |
14,935 |
Payment and reversal of provision not used |
(2,596) |
(358) |
(7,035) |
(9,989) |
Balance at June 30, 2012 |
94,740 |
1,536 |
17,267 |
113,543 |
|
|
|
| |
Current portion |
20,064 |
1,536 |
17,267 |
38,867 |
Non-current portion |
74,676 |
- |
- |
74,676 |
Consolidated |
Civil claims (i) |
Tax claims (ii) |
Labor claims (iii) |
Total |
Balance at December 31, 2011 |
114,177 |
15,852 |
39,760 |
169,789 |
Additional provision |
14,241 |
131 |
18,860 |
33,232 |
Payment and reversal of provision not used |
(8,284) |
(452) |
(10,524) |
(19,260) |
Balance at June 30, 2012 |
120,134 |
15,531 |
48,096 |
183,761 |
|
|
|
|
|
Current portion |
20,064 |
1,536 |
17,267 |
38,867 |
Non-current portion |
100,070 |
13,995 |
30,829 |
144,894 |
(a) Civil, tax and labor claims
As of June 30, 2012, the provisions related to civil claims include R$74,676 related to lawsuits in which the Company is included as successor in enforcement actions and in which the original debtor is a former shareholder of Gafisa, Cimob Companhia Imobiliária (“Cimob”), among other companies. The plaintiff understands that the Company should be liable for the debts of Cimob. Some lawsuits, amounting to R$5,157, are backed by guarantee insurance; in addition, there are judicial deposits amounting to R$57,983, in connection with the restriction of the usage of the Gafisa’s bank account; and there is also the restriction referring to the use of Gafisa’s treasury stock to guarantee the enforcement as well.
76
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
16. Provisions for legal claims and commitments--Continued
(a) Civil, tax and labor claims--Continued
The Company is filing appeals against all decisions, as it considers that the inclusion of Gafisa in the claims is legally unreasonable; these appeals aim at releasing amounts and obtaining the recognition that it cannot be held liable for the debt of a company that does not have any relationship with Gafisa. The final decision on the Company’s appeal, however, cannot be predicted at present.
(i) The subsidiary AUSA is a party to legal and administrative claims related to Excise Tax (IPI) and State VAT (ICMS) on two imports of aircraft in 2001 and 2005, respectively, under leasing agreements without purchase option. The likelihood of loss in the ICMS case is rated by legal counsel as (i) Probable in regard to the principal and interest, and (ii) Remote in regard to the fine for noncompliance with accessory liabilities. The amount of contingency, rated by legal counsel as a probable loss, amounts to R$12,094 and is provisioned at June 30, 2012.
(ii) As of June 30, 2012, the Company was subject to labor lawsuits, which had the most varied characteristics and at various court levels and is awaiting judgment. These claims corresponded to a total maximum risk of R$150,211. Based on the opinion of the Company’s legal counsel and the expected favorable outcome, and on the negotiation that shall be made, the provisioned amount is considered sufficient by management to cover expected losses.
As of June 30, 2012, the Company and its subsidiaries have judicially deposited the amount of R$95,833 (R$85,702 as of December 31, 2011) in the Company’s interim financial information, and R$123,087 (R$108,436 as of December 31, 2011) in the consolidated interim financial information (Note 7) in connection with the aforementioned legal claims.
77
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
16. Provisions for legal claims and commitments--Continued
(a) Civil, tax and labor claims --Continued
(iii) Environmental risk
There are various environmental laws at the federal, state and municipal levels. These environmental laws may result in delays for the Company in connection with adjustments for compliance and other costs, and impede or restrict ventures. Before acquiring a land, the Company assesses all necessary and applicable environmental issues, including the possible existence of hazardous or toxic materials, residual substance, trees, vegetation and the proximity of the land to permanent preservation areas. Therefore, before acquiring land, the Company obtains all governmental approvals, including environmental licenses and construction permits.
In addition, the environmental legislation establishes criminal, civil and administrative sanctions to individuals and legal entities for activities considered as environmental infringements or offense. The penalties include the stop of development activities, loss of tax benefits, confinement and fines.
(iv) Lawsuits in which likelihood of loss is rated as possible
In addition, as of June 30, 2012, the Company and its subsidiaries are aware of other claims and civil, labor and tax risks. According to the opinion of the legal counsel, the likelihood of loss is rated as possible, in the amount of R$629,844 (R$489,549 as of December 31, 2011), based on average past outcomes adjusted to current estimates, for which the Company’s Management believes it is not necessary to recognize a provision for occasional losses. The change in the period was caused by the higher volume of lawsuits and review of the involved amounts.
Consolidated | |||
Civil claims |
Tax claims |
Labor claims |
Total |
461,740 |
56,245 |
111,859 |
629,844 |
|
|
|
|
78
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
16. Provisions for legal claims and commitments--Continued
(b) Payables related to the completion of real estate ventures
The Company and its subsidiaries are committed to deliver real estate units that will be built in exchange for the acquired land, and to guarantee the release of financing, in addition to guaranteeing the installments of the financing to clients over the construction period.
The Company is also committed to completing units sold and to comply with the Laws regulating the civil construction sector, including the obtainment of licenses from the proper authorities, and compliance with the terms for starting and delivering the ventures, being subject to legal and contractual penalties.
As described in Note 4.2, at June 30, 2012, the Company and its subsidiaries have restricted financial investments which will be released at the extent the guarantee indexes described in Note 4.2 are met, which include the receivables pledged in guarantee of 120% of the debt outstanding.
(c) Commitments
In addition to the commitments mentioned in Notes 6, 9, 11 and 12, the Company has the following other commitments:
(i) The Company has contracts for the rental of 28 properties real estates where its facilities are located, the monthly cost amounting to R$1,123 adjusted by the IGP-M/FGV variation. The rental term is from 1 to 10 years and there is a fine in case of cancelled contracts corresponding to three-month rent or in proportion to the contract expiration time.
(ii) As of June 30, 2012, the Company, through its subsidiaries, has long-term obligations in the amount of R$25,040 (R$24,858 as of December 31, 2011), related to the supply of the raw material used in the development of its real estate ventures.
(iii) As mentioned in Note 9, the Company informs that the amount negotiated to acquire the remaining 20% interest in the capital stock of AUSA amounts to R$359 million, which will be settled through the issuance of Gafisa (parent company) shares estimated at 70,251,551 common shares. The number of shares that shall be issued to settle this transaction is being decided at an arbitration process initiated by the non-controlling shareholders of AUSA.
79
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
17. Obligations for purchase of properties and advances from customers
|
Company |
Consolidated | ||
|
06/30/2012 |
12/31/2011 |
06/30/2012 |
12/31/2011 |
|
|
|
|
|
Obligations for purchase of properties |
147,617 |
203,284 |
365,614 |
493,176 |
Adjustment to present value |
(2,644) |
(4,433) |
1,073 |
(4,034) |
Advances from customers |
|
|
|
|
Development and sales - Note 5(i) |
39,205 |
57,297 |
147,675 |
215,042 |
Barter transaction - Land (Note 6) |
21,418 |
30,111 |
51,096 |
83,506 |
|
|
|
|
|
|
205,596 |
286,259 |
565,458 |
787,690 |
|
|
|
|
|
Current portion |
158,224 |
232,792 |
451,129 |
610,555 |
Non-current portion |
47,372 |
53,467 |
114,329 |
177,135 |
18. Equity
18.1. Capital
As of June 30, 2012, the Company's authorized and paid-in capital amounts to R$2,734,159 (R$2,734,157 as of December 31, 2011), represented by 432,872,285 (432,699,559 as of December 31, 2011) registered common shares without par value, of which 599,486 were held in treasury.
In May 2012, a capital increase was approved in the amount of R$2 with the issuance of 172,726 new common shares.
In the period ended June 30, 2012, there was no change in common shares held in treasury.
Treasury shares - 06/30/2012 | |||||
Type |
GFSA3 common |
R$ |
% |
R$ thousand |
R$ thousand |
Acquisition date |
Number |
Weighted average price |
% - on shares outstanding |
Market value |
Carrying amount |
11/20/2001 |
599,486 |
2.8880 |
0.14% |
1,577 |
1,731 |
(*) Market value calculated based on the closing share price at June 30, 2012 of R$2.63, not considering volatilities.
The Company holds shares in treasury in order to guarantee the performance of claims (Note 16).
80
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
18. Equity --Continued
18.1. Capital --Continued
The change in the number of outstanding shares is as follows:
|
Common shares - In thousands |
December 31, 2011 |
432,099 |
Treasury shares |
600 |
Authorized shares at December 31, 2011 |
432,699 |
|
|
Exercise of stock option |
173 |
|
|
Authorized shares at June 30, 2012 |
432,872 |
|
|
Weighted average shares outstanding |
432,158 |
18.2. Allocation of income for the year
According to the Company’s by-laws, net income for the year is allocated as follows: (i) 5% to legal reserve, reaching up to 20% of capital stock or when the legal reserve balance plus that of capital reserves is in excess of 30% of capital stock, and (ii) 25% of the remaining balance to pay mandatory dividends.
18.3. Stock option plan
Expenses for granting stocks recorded under the account “general and administrative expenses” (Note 23) in the period ended June 30, 2012 and 2011 are as follows:
06/30/2012 |
06/30/2011 | |
Gafisa |
11,423 |
6,310 |
Tenda |
290 |
1,106 |
|
11,713 |
7,416 |
|
| |
Alphaville |
8,070 |
728 |
19,783 |
8,144 |
81
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
18. Equity --Continued
18.3. Stock option plan--Continued
(i) Gafisa
The Company’s Management uses the Binomial and Monte Carlo models for pricing the options granted because of its understanding that these models are capable of including and calculating with a wider range the variables and assumptions comprising the plans of the Company.
A total of six stock option plans are offered by the Company. The first plan was launched in 2000 and is managed by a committee that periodically creates new stock option plans, determining their terms, which, among other things: (i) define the length of service that is required for employees to be eligible to the benefits of the plans, (ii) select the employees that will be entitled to participate, and (iii) establish the purchase prices of the shares to be exercised under the plans.
The Company and its subsidiaries record the amounts received from employees in an account of advances in liabilities. No advances were received in the period ended June 30, 2012 and in the year ended December 31, 2011.
As of June 30, 2012 and December 31, 2011, the changes in the number of stock options and corresponding weighted average exercise prices are as follows:
|
06/30/2012 |
12/31/2011 | ||
|
Number of options |
Weighted average exercise price (Reais) |
Number of options |
Weighted average exercise price (Reais) |
Options outstanding at the beginning of the year |
16,634,974 |
8.94 |
8,787,331 |
11.97 |
Options granted |
- |
- |
12,855,000 |
10.60 |
Options exercised (i) |
(172,726) |
0.01 |
(1,184,184) |
12.29 |
Options expired |
(179,774) |
10.24 |
(36,110) |
8.12 |
Options forfeited |
(4,109,523) |
7.38 |
(3,787,063) |
13.88 |
|
|
|
|
|
Options outstanding at the end of the period |
12,172,951 |
7.68 |
16,634,974 |
8.94 |
|
|
| ||
Options exercisable at the end of the year |
1,506,149 |
9.22 |
1,991,712 |
9.81 |
(i) In the period ended June 30, 2012, the amount received through exercised options was R$2 (R$4,959 in the year ended December 31, 2011).
82
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
18. Equity --Continued
18.3. Stock option plan--Continued
(i) Gafisa--Continued
The analysis of prices as of June 30, 2012 and December 31, 2011 is as follows:
|
In Reais |
|
|
2012 |
2011 |
|
|
|
Exercise price per option at the end of the period/year |
7.71-13.14 |
4.57-22.79 |
|
| |
Weighted average exercise price at the option grant date |
7.68 |
9.03 |
|
| |
Weighted average market price per share at the grant date |
9.21 |
10.03 |
|
| |
Market price per share at the end of the period/year |
2.63 |
4.12 |
The options granted will provide to their holders the right to subscribe the Company's shares, after completing one to five years of employment with the Company (strict conditions on exercise of options), and will expire after ten years from the grant date.
The dilution percentage at June 30, 2012 was 0.51% corresponding to a loss of R$(0.1278).
In the period ended June 30, 2012, the Company recognized the amounts of R$11,423 (Company) and R$19,783 (consolidated) (Note 23), as operating expenses. The amounts recognized in the Company are recorded in capital reserve in equity.
83
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
18. Equity --Continued
18.3. Stock option plan--Continued
(ii) Tenda
The subsidiary Tenda has a total of three stock option plans - the first two were approved in June 2008, and the other one in April 2009. These plans, limited to maximum 5% of total capital shares and approved by the Board of Directors, stipulate the general terms, which, among others: (i) define the length of service that is required for employees to be eligible to the benefits of the plans, (ii) select the employees that will be entitled to participate, and (iii) establish the purchase prices of the preferred shares to be exercised under the plans.
In the period ended June 30, 2012 Tenda recorded stock option plan expenses amounting to R$290 (R$1,106 as of June 30, 2011).
Due to the acquisition by Gafisa of the total shares outstanding issued by Tenda, the stock option plans related to Tenda shares were transferred to Gafisa, responsible for share issuance. As of June 30, 2012, the amount of R$14,493, related to the reserve for granting options of Tenda is recognized under the account “Intercompany” of Gafisa.
(iii) AUSA
The subsidiary AUSA has three stock option plans, the first launched in 2007.
On June 1, 2010, two new stock option plans were issued by the Company for granting a total of 738 options. The assumptions adopted in the recognition of the stock option plan for 2010 were the following: expected volatility at 40% and risk-free interest rate at 9.39%. The volatility was determined based on the regression analysis of the relation between the estimated volatility of Gafisa and that of Ibovespa.
84
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
18. Equity --Continued
18.3. Stock option plan --Continued
On April 1, 2011, a stock option plan was launched by the Company, granting a total of 364 options. The assumptions adopted in the recognition of the stock option plan for 2010 were: expected volatility at 40%, and risk-free interest rate at 10.64%. The volatility was determined based on the regression analysis of the relation between the estimated volatility of Gafisa and that of Ibovespa.
As of June 30, 2012 and December 31, 2011, the changes in the number of stock options and their corresponding weighted average exercise prices for the year are as follows:
|
2012 |
2011 | ||
|
Number of Options |
Weighted average exercise price (Reais) |
Number of options |
Weighted average exercise price (Reais) |
Options outstanding at the beginning of the period/year |
1,629,000 |
10.48 |
1,932,000 |
8.01 |
Options granted |
- |
- |
364,000 |
10.48 |
Options exercised |
(210,000) |
10.48 |
(133,000) |
7.81 |
Options forfeited /sold |
(36,000) |
10.48 |
(534,000) |
7.61 |
Options outstanding at the end of the period/year |
1,383,000 |
10.48 |
1,629,000 |
10.48 |
The dilution percentage at June 30, 2012 was 0.0005%, corresponding to earnings per share after dilution of R$0.511990 (R$0.511988 before dilution).
The market value of each option granted was estimated at the grant date using the Binomial option pricing model.
AUSA recorded expenses for the stock option plan amounting to R$8,070, including R$7,403 related to the adjustment of the balance payable, which totals R$12,751 (see Note 21) in the period ended June 30, 2012 (R$728 in 2011).
85
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
19. Income and social contribution taxes
(i) Current income and social contribution taxes
The reconciliation of the effective tax rate for the period ended June 30, 2012 and 2011 is as follows:
|
Consolidated | |
|
06/30/2012 |
06/30/2011 |
|
(restated) | |
Income (loss) before income and social contribution taxes, and statutory interest |
10,498 |
(92,330) |
Income tax calculated at the applicable rate - 34% |
(3,569) |
31,392 |
Net effect of subsidiaries whose taxable profit is calculated as a percentage of gross sales |
30,962 |
13,281 |
Tax losses carryforwards (used) |
1,231 |
1 |
Stock option plan |
(6,726) |
(2,769) |
Other permanent differences |
18,351 |
19,090 |
Charges on payables to venture partners |
2,670 |
(96) |
Tax benefits not recognized |
(68,872) |
(27,331) |
(25,933) |
33,567 | |
Effective rate of income and social contribution taxes |
247.0% |
- |
Tax expenses - current |
(17,856) |
(21,521) |
Tax expenses - deferred |
(8,077) |
55,088 |
(ii) Deferred income and social contribution taxes
The Company recognized tax assets on losses on income and social contribution taxes carryforwards for prior years, which have no expiration, and for which offset is limited to 30% of annual taxable profit, to the extent the taxable profit is likely to be available for offsetting temporary differences, based on the assumptions and conditions established in the business model of the Company.
The initial recognition and subsequent estimates of deferred income tax are carried out when it is probable that a taxable profit for the following years will be available to be used to offset the deferred tax asset, based on projections of results prepared and on internal assumptions and future economic scenarios that enable its total or partial use should a full credit be recognized. As of June 30, 2012 and December 31, 2011, the Company did not recognize any deferred tax assets calculated on the tax loss. In the period ended June 30, 2012, there was no change in the retained earnings scenario.
86
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
19. Income and social contribution taxes --Continued
(ii) Deferred income and social contribution taxes --Continued
As of June 30, 2012 and December 31, 2011, deferred income and social contribution taxes are from the following sources:
|
Company |
Consolidated | ||
|
06/30/2012 |
12/31/2011 |
06/30/2012 |
12/31/2011 |
Assets |
|
|
||
Provisions for legal claims |
38,604 |
36,923 |
63,469 |
57,728 |
Temporary differences – PIS and COFINS deferred |
15,048 |
17,274 |
30,322 |
35,755 |
Provisions for realization of non-financial assets |
8,440 |
11,981 |
24,195 |
31,672 |
Temporary differences – CPC adjustment |
49,540 |
45,103 |
61,029 |
85,865 |
Other provisions |
33,231 |
41,995 |
86,538 |
102,002 |
Income and social contribution tax loss carryforwards |
77,020 |
69,055 |
279,276 |
247,872 |
Tax credits from downstream acquisition |
18,352 |
8,793 |
18,352 |
8,793 |
Tax benefits not recognized |
(176,551) |
(150,079) |
(412,854) |
(343,982) |
|
63,684 |
81,045 |
150,327 |
225,705 |
|
|
|
| |
Liabilities |
|
|
|
|
Negative goodwill |
(91,163) |
(90,101) |
(96,187) |
(95,125) |
Temporary differences –CPC adjustment |
(15,255) |
(14,862) |
(16,783) |
(14,862) |
Differences between income taxed on cash basis and recorded on an accrual basis |
(21,080) |
(42,883) |
(128,436) |
(198,720) |
|
(127,498) |
(147,846) |
(241,406) |
(308,707) |
|
|
|
| |
Total net |
(63,814) |
(66,801) |
(91,079) |
(83,002) |
20. Financial instruments
The Company and its subsidiaries participate in operations involving financial instruments. These instruments are managed through operational strategies and internal controls aimed at liquidity, return and safety. The use of financial instruments with the objective of hedging is made through a periodical analysis of exposure to the risk that the management intends to cover (exchange, interest rate, etc.) which is approved by the Board of Directors for authorization and performance of the proposed strategy. The policy on control consists of permanently following up the contracted conditions in relation to the conditions prevailing in the market. The Company and its subsidiaries do not invest for speculation in derivatives or any other risky assets. The result from these operations is consistent with the policies and strategies devised by Company management. The Company and its subsidiaries operations are subject to the risk factors described below:
87
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
20. Financial instruments --Continued
(i) Risk considerations
a) Credit risk
The Company and its subsidiaries restrict their exposure to credit risks associated with cash and cash equivalents, investing in financial institutions considered highly rated and in short-term securities.
With regards to account receivable, the Company restricts its exposure to credit risks through sales to a broad base of customers and ongoing credit analysis. Additionally, there is no history of losses due to the existence of liens for the recovery of its products in the cases of default during the construction period. As of June 30, 2012 and December 31, 2011, there was no significant credit risk concentration associated with clients.
b) Derivative financial instruments
The Company adopts the policy of participating in operations involving derivative financial instruments with the objective of mitigating or eliminating currency, index and interest rate risks to its operations, when considered necessary.
The Company holds derivative instruments to mitigate its exposure to index and interest volatility recognized at their fair value directly as part of the year income. Pursuant to its treasury policies, the Company does not own or issue derivative financial instruments other than for hedging purposes.
88
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
20. Financial instruments --Continued
(i) Risk considerations--Continued
b) Derivative financial instruments --Continued
As of June 30, 2012, the Company had derivative contracts for hedging purposes in relation to interest fluctuations, with final maturity from September 2012 and June 2017. The derivative contracts are as follows:
Consolidated |
| ||||||
|
Reais |
Percentage |
Validity |
Gain (loss) not realized by derivative instruments - net | |||
Swap agreements (Fixed for CDI) |
Face value |
Original Index |
Swap |
Beginning |
End |
06/30/2012 |
12/31/2011 |
|
|
|
|
|
|
|
|
Banco Votorantim S.A. |
90,000 |
Fixed 12.1556% |
CDI 0.31% |
6/15/2011 |
12/19/2011 |
- |
(16) |
Banco Votorantim S.A. |
90,000 |
Fixed 13.0074% |
CDI 0.31% |
12/19/2011 |
3/30/2012 |
- |
505 |
Banco Votorantim S.A. |
90,000 |
Fixed 12.3600% |
CDI 0.31% |
3/30/2012 |
9/28/2012 |
1,569 |
856 |
Banco Votorantim S.A. |
90,000 |
Fixed 12.7901% |
CDI 0.31% |
9/28/2012 |
3/28/2013 |
1,977 |
815 |
Banco Votorantim S.A. |
90,000 |
Fixed 12.0559% |
CDI 0.31% |
3/28/2013 |
9/30/2013 |
1,522 |
238 |
Banco Votorantim S.A. |
90,000 |
Fixed 14.2511% |
CDI 2.41% |
9/30/2013 |
3/28/2014 |
1,003 |
117 |
Banco Votorantim S.A. |
67,500 |
Fixed 12.6190% |
CDI 0.31% |
3/28/2014 |
9/30/2014 |
776 |
251 |
Banco Votorantim S.A. |
67,500 |
Fixed 15.0964% |
CDI 2.41% |
9/30/2014 |
3/30/2015 |
595 |
297 |
Banco Votorantim S.A. |
45,000 |
Fixed 11.3249% |
CDI 0.31% |
3/30/2015 |
30/9/2015 |
124 |
(54) |
Banco Votorantim S.A. |
45,000 |
Fixed 14.7577% |
CDI 2.41% |
9/30/2015 |
3/31/2016 |
248 |
97 |
Banco Votorantim S.A. |
22,500 |
Fixed 10.7711% |
CDI 0.31% |
3/31/2016 |
9/30/2016 |
5 |
(55) |
Banco Votorantim S.A. |
22,500 |
Fixed 17.2387% |
CDI 2.41% |
9/30/2016 |
3/30/2017 |
268 |
167 |
Banco Votorantim S.A. |
110,000 |
Fixed 12.3450% |
CDI 0.2801% |
6/28/2011 |
12/29/2011 |
- |
112 |
Banco Votorantim S.A. |
110,000 |
Fixed 13.3385% |
CDI 0.2801% |
12/29/2011 |
6/20/2012 |
- |
1,316 |
Banco Votorantim S.A. |
110,000 |
Fixed 12.4481% |
CDI 0.2801% |
6/20/2012 |
12/20/2012 |
2,277 |
1,074 |
Banco Votorantim S.A. |
110,000 |
Fixed 12.8779% |
CDI 0.2801% |
12/20/2012 |
6/20/2013 |
2,417 |
836 |
Banco Votorantim S.A. |
110,000 |
Fixed 12.1440% |
CDI 0.2801% |
6/20/2013 |
12/20/2013 |
1,642 |
324 |
Banco Votorantim S.A. |
110,000 |
Fixed 14.0993% |
CDI 1.6344% |
12/20/2013 |
6/20/2014 |
1,397 |
324 |
Banco Votorantim S.A. |
82,500 |
Fixed 11.4925% |
CDI 0.2801% |
6/20/2014 |
12/22/2014 |
510 |
19 |
Banco Votorantim S.A. |
82,500 |
Fixed 13.7946% |
CDI 1.6344% |
12/22/2014 |
6/22/2015 |
519 |
284 |
Banco Votorantim S.A. |
55,000 |
Fixed 11.8752% |
CDI 0.2801% |
6/22/2015 |
12/21/2015 |
237 |
(64) |
Banco Votorantim S.A. |
55,000 |
Fixed 14.2672% |
CDI 1.6344% |
12/21/2015 |
6/20/2016 |
355 |
213 |
Banco Votorantim S.A. |
27,500 |
Fixed 11.1136% |
CDI 0.2801% |
6/20/2016 |
12/20/2016 |
27 |
(45) |
Banco Votorantim S.A. |
27,500 |
Fixed 15.1177% |
CDI 1.6344% |
12/20/2016 |
6/20/2017 |
221 |
124 |
|
|
|
|
|
|
17,689 |
7,735 |
During the period ended June 30, 2012, the amount of R$5,186 in the Company’s interim financial information and R$10,036 in the consolidated interim financial information, which refers to net result of the interest swap transaction, was recognized in the “financial income (loss)” line, allowing correlation between the impact of such transactions and interest rate fluctuation in the Company’s balance sheet (Note 24).
89
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
20. Financial instruments --Continued
(i) Risk considerations --Continued
c) Interest rate risk
It arises from the possibility that the Company and its subsidiaries earn gains or incur losses because of fluctuations in the interest rates of its financial assets and liabilities. Aiming to mitigating this kind of risk, the Company and its subsidiaries seek to diversify funding in terms of fixed and floating rates. The interest rates on loans, financing and debentures are disclosed in Notes 11 and 12. 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 rate of 12%, appropriated on a pro rata basis.
d) Liquidity risk
The liquidity risk consists of the possibility that the Company and its subsidiaries do not have sufficient funds to meet their commitments in view of settlement terms of their rights and obligations.
To mitigate the liquidity risks, and the optimation of the weighted average cost of capital, the Company and its subsidiaries permanently monitor the indebtedness levels according to the market standards and the fulfillment of covenants provided for in loan, financing and debenture agreements, in order to guarantee that the operating-cash generation and the advance funding, when necessary, are sufficient to maintain the schedule of commitments, not posing liquidity risk to the Company or its subsidiaries (Note 12).
The maturities of financial instruments, loans, financing, suppliers and debentures are as follows:
|
Consolidated | |||
Period ended June 30, 2012 |
Less than 1 year |
1 to 3 years |
3 to 5 years |
Total |
Loans and financing |
944,377 |
975,745 |
154,838 |
2,074,960 |
Debentures |
601,672 |
1,022,100 |
157,009 |
1,780,781 |
Payables to venture partners |
158,234 |
158,759 |
12,775 |
329,768 |
Suppliers |
174,892 |
- |
- |
174,892 |
|
1,879,175 |
2,156,604 |
324,622 |
4,360,401 |
90
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
20. Financial instruments --Continued
(i) Risk considerations --Continued
d) Liquidity risk--Continued
|
Consolidated | |||
Year ended December 31, 2011 |
Less than 1 year |
1 to 3 years |
3 to 5 years |
Total |
Loans and financing |
1,135,543 |
437,232 |
283,835 |
1,856,610 |
Debentures |
1,899,200 |
- |
- |
1,899,200 |
Payables to venture partners |
219,796 |
233,771 |
19,619 |
473,186 |
Suppliers |
135,720 |
- |
- |
135,720 |
|
3,390,259 |
671,003 |
303,454 |
4,364,716 |
Fair value classification
The Company uses the following classification to determine and disclose the fair value of financial instruments by the valuation technique:
Level 1: quoted prices (without adjustments) in active markets for identical assets or liabilities;
Level 2: other techniques for which all data that may have a significant effect on the recognized fair value is observable, direct or indirectly;
Level 3: techniques that use data which has significant effect on the recognized fair value, not based on observable market data.
The classification level of fair value for financial instruments measured at fair value through profit or loss of the Company, presented in the Interim Financial Information as of June 30, 2012 and December 31, 2011:
|
Company |
Consolidated | ||||
|
Fair value classification | |||||
As of June 30, 2012 |
Level 1 |
Level 2 |
Level 3 |
Level 1 |
Level 2 |
Level 3 |
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
Cash equivalents (Note 4.1) |
- |
334 |
- |
- |
84,267 |
- |
Short-term investments (Note 4.2) |
- |
129,132 |
- |
- |
796,623 |
- |
Derivative financial instruments |
- |
9,603 |
- |
- |
17,689 |
- |
91
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
20. Financial instruments --Continued
|
Company |
Consolidated | ||||
|
Fair value classification | |||||
As of December 31, 2011 |
Level 1 |
Level 2 |
Level 3 |
Level 1 |
Level 2 |
Level 3 |
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
Cash equivalents (Note 4.1) |
- |
1,110 |
- |
- |
50,970 |
- |
Short-term investments (Note 4.2) |
- |
90,962 |
- |
- |
846,062 |
- |
Derivative financial instruments |
- |
4,418 |
- |
- |
7,735 |
- |
(ii) Fair value of financial instruments
a) Fair value measurement
The following estimate fair values were determined using available market information and proper measurement methodologies. However, a considerable amount of judgment is necessary to interpret market information and estimate fair value. Accordingly, the estimates presented in this document are not necessarily indicative of amounts that the Company could realize in the current market. The use of different market assumptions and/or estimates methodology may have a significant effect on estimated fair values.
The following methods and assumptions were used in order to estimate the fair value for each financial instrument type for which the estimate of values is practicable.
(i) The amounts of cash and cash equivalents, short-term investments, accounts receivable and other receivables, suppliers, and other current liabilities approximate to their fair values, recorded in the financial statements.
(ii) The fair value of bank loans and other financial debts is estimated through future cash flows discounted using rates that are annually available for similar and outstanding debts or terms.
92
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
20. Financial instruments --Continued
(ii) Fair value of financial instruments--Continued
The main consolidated carrying amounts and fair values of financial assets and liabilities at June 30, 2012 and December 31, 2011 are as follows:
|
Consolidated | |||
|
06/30/2012 |
12/31/2011 | ||
|
Carrying amount |
Fair value |
Carrying amount |
Fair value |
|
|
|
|
|
Financial assets |
|
|
|
|
Cash and cash equivalents (Note 4.1) |
300,654 |
300,654 |
137,598 |
137,598 |
Short-term investments (Note 4.2) |
796,623 |
796,623 |
846,062 |
846,062 |
Trade account receivable (Note 5) |
4,667,532 |
4,667,532 |
4,826,448 |
4,826,448 |
|
|
|
|
|
Financial liabilities |
|
|
|
|
Loans and financing (Note 11) |
2,074,960 |
2,079,338 |
1,856,610 |
1,860,995 |
Debentures (Note 12) |
1,780,781 |
1,788,424 |
1,899,200 |
1,907,463 |
Payables to venture partners (Note 14) |
329,768 |
329,768 |
473,186 |
473,186 |
Suppliers |
174,892 |
174,892 |
135,720 |
135,720 |
a) Risk of debt acceleration
As of June 30, 2012, the Company has loans and financing in effect, with restrictive covenants related to cash generation, indebtedness ratio and other. These restrictive covenants have been complied with by the Company and do not limit its ability to conduct its business as usual.
b) Market risk
The Company carries out the development, construction and sales of real estate ventures. In addition to the risks that affect the real estate market as a whole, such as supply disruptions and volatility in the prices of construction materials and equipment, changes in the supply and demand for ventures in certain regions, strikes and environmental rules and zoning, the Company’s operations are particularly affected by the following risks:
· The state of the economy of Brazil, which may inhibit the development of the real estate industry as a whole, through the slowdown in economy, increase in interest rates, fluctuation of currency and political instability, besides other factors.
93
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
20. Financial instruments --Continued
(ii) Fair value of financial instruments--Continued
b) Market risk --Continued
· Impediment in the future, as a result of a new regulation or market conditions, to adjust for inflation receivables using certain inflation indexes, as currently permitted, which could make a venture financially or economically unviable.
· The level of interest of buyers in a new venture launched or the sale price per unit necessary to sell all units may be below expectations, making the venture less profitable than expected.
· In the event of bankruptcy or significant financial difficulties of a large company of the real estate industry, the industry as a whole may be adversely affected, which could decrease the customer confidence in other companies operating in the industry.
· Local and regional real estate market conditions, such as oversupply, land shortage or significant increase in land acquisition cost.
· Risk of buyers having a negative perception of the security, convenience and activities of the Company’s properties, as well as about their location.
· The Company’s profit margins may be affected by the increase in operating costs, including investments, insurance premium, real estate taxes and government rates.
· The opportunities for development may decrease.
· The building and sale of real estate units may not be completed as scheduled, thus increasing the construction costs or cancelled contracts of sale contracts.
94
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
20. Financial instruments --Continued
(ii) Fair value of financial instruments --Continued
b) Market risk --Continued
· Delinquency after the delivery of units acquired on credit. The Company has the right to file a collection action to receive the amounts due and/or repossess the real estate unit from the delinquent buyer, not being possible to guarantee that it will be able to recover the total amount of the debt balance or, once the real estate unit is repossessed, its sale in satisfactory conditions.
· Occasional change in the policies of the National Monetary Council (CMN) on the investment of funds in the National Housing System (SFH) may reduce the supply of financing to customers.
· Drop in the market value of land held in inventory, before the development of a real estate venture to which it was intended, and the incapacity to maintain the margins that were previously projected for such developments.
(iii) Capital stock management
The objective of the Company’s capital stock management is to guarantee a strong credit rating is maintained in institutions and an optimum capital ratio, in order to support the Company’s business and maximize value to shareholders.
The Company controls its capital structure by making adjustments and adapting to current economic conditions. In order to maintain its structure adjusted, the Company may pay dividends, return on capital of shareholders, raise new loans and issue debentures, among others.
There were no changes in objectives, policies or procedures during the period ended June 30, 2012.
The Company included in its net debt structure: loans and financing, debentures and obligations to venture partners less cash and cash equivalents and marketable securities (cash and cash equivalents, marketable securities and restricted cash in guarantee to loans):
95
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
20. Financial instruments--Continued
|
Company |
Consolidated | ||
|
06/30/2012 |
12/31/2011 |
06/30/2012 |
12/31/2011 |
|
|
|
|
|
Loans and financing (Note 11) |
1,176,213 |
1,166,493 |
2,074,960 |
1,856,610 |
Debentures (Note 12) |
1,168,198 |
1,286,176 |
1,780,781 |
1,899,200 |
Obligation assumed on assignment of receivables (Note 13) |
178,569 |
296,909 |
365,449 |
501,971 |
Payables to venture partners (Note 14) |
235,183 |
339,963 |
329,768 |
473,186 |
( - ) Cash and cash equivalents and short-term investments (Note 4.1 and 4.2) |
(143,750) |
(123,188) |
(1,097,277) |
(983,660) |
Net debt |
2,614,413 |
2,966,353 |
3,453,681 |
3,747,307 |
Equity |
2,629,720 |
2,648,473 |
2,746,145 |
2,747,094 |
Equity and net debt |
5,244,133 |
5,614,826 |
6,199,826 |
6,494,401 |
(iv) Sensitivity analysis
The chart shows the sensitivity analysis of financial instruments for the period of one year, except swap contracts, which are analyzed through their due dates, describing the risks that may incur material losses on the Company’s result, as provided for by CVM, through Rule No. 475/08, in order to show a 25% and 50% increase/decrease in the risk variable considered.
At June 30, 2012, the Company has the following financial instruments:
a) Short-term investments, loans and financing, and debentures linked to Interbank Deposit Certificates (CDI);
b) Loans and financing and debentures linked to the Referential Rate (TR);
c) Trade accounts receivable, linked to the National Civil Construction Index (INCC).
To the sensitivity analysis of the interest rates of investments, loans and accounts receivables, the Company considered the CDI rate at 8.35%, the TR at 0.00%, the INCC rate at 7.04%, the General Market Prices Index (IGP-M) at 5.14% and the National Consumer Price Index – Extended (IPCA) at 4.92%.
The scenarios considered were as follows:
Scenario I: 50% increase in the variables used for pricing
Scenario II: 25% increase in the risk variables used for pricing
Scenario III: 25% decrease in the risk variables used for pricing
Scenario IV: 50% decrease in the risk variables used for pricing
96
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
20. Financial instruments --Continued
(iv) Sensitivity analysis--Continued
At June 30, 2012:
Scenario | |||||
I |
II |
III |
IV | ||
Instrument |
Risk |
Increase 50% |
Increase 25% |
Decrease 25% |
Decrease 50% |
|
|||||
Short-term investments |
Increase/decrease of CDI |
24,144 |
12,072 |
(12,072) |
(24,144) |
Loans and financing |
Increase/decrease of CDI |
(43,787) |
(21,894) |
21,894 |
43,787 |
Debentures |
Increase/decrease of CDI |
(21,875) |
(10,938) |
10,938 |
21,875 |
Payables to venture partners |
Increase/decrease of CDI |
(9,366) |
(4,683) |
4,683 |
9,366 |
SWAP |
Increase/decrease of CDI |
(13,072) |
(6,837) |
7,515 |
15,802 |
|
|
|
| ||
Net effect of CDI variation |
(63,956) |
(32,280) |
32,958 |
66,686 | |
|
|
|
| ||
Loans and financing |
Increase/decrease of TR |
0 |
0 |
0 |
0 |
Debentures |
Increase/decrease of TR |
0 |
0 |
0 |
0 |
|
|
|
| ||
Net effect of TR variation |
0 |
0 |
0 |
0 | |
|
|
|
| ||
Loans and financing |
Increase/decrease of IPCA |
(317) |
(158) |
158 |
317 |
|
|
|
|
| |
Net effect of IPCA variation |
(317) |
(158) |
158 |
317 | |
|
|
|
| ||
Clients |
Increase/decrease of INCC |
153,430 |
76,715 |
(76,715) |
(153,430) |
Inventory |
Increase/decrease of INCC |
73,521 |
36,761 |
(36,761) |
(73,521) |
Obligation assumed on assignment of receivables |
Increase/decrease of INCC |
(1,952) |
(976) |
976 |
1,952 |
|
|
|
|
| |
Net effect of INCC variation |
224,999 |
112,500 |
(112,500) |
(224,999) | |
|
|
|
|
| |
Obligation assumed on assignment of receivables |
Increase/decrease of IGP-M |
(4,053) |
(2,027) |
2,027 |
4,053 |
|
|
|
|
| |
Net effect of IGP-M variation |
|
(4,053) |
(2,027) |
2,027 |
4,053 |
97
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
21. Related parties
21.1. Balances with related parties
The balances between parent and related companies are realized under conditions and prices established between the parties.
Company |
Consolidated | |||
Current accounts |
06/30/2012 |
12/31/2011 |
06/30/2012 |
12/31/2011 |
|
|
|
| |
Assets |
|
|
|
|
Current account (c): |
|
|
|
|
Total SPEs |
103,797 |
34,162 |
75,443 |
50,694 |
Thirty party’s works (a) |
18,047 |
33,513 |
18,047 |
33,513 |
Loan receivable (d) |
70,391 |
59,066 |
117,159 |
104,059 |
Dividends receivable |
38,159 |
50,471 |
- |
- |
|
230,394 |
177,212 |
210,649 |
188,266 |
|
|
|
| |
Current portion |
160,003 |
118,146 |
93,490 |
84,207 |
Non-current portion |
70,391 |
59,066 |
117,159 |
104,059 |
|
|
|
| |
Liabilities |
|
|
|
|
Obligation for stock plan - AUSA |
- |
- |
(12,751) |
- |
Current account (c): |
|
|
|
|
Condominium and consortia (b) |
(44,191) |
(30,586) |
(44,191) |
(30,717) |
Purchase/sale of interests |
- |
- |
(35,510) |
(25,000) |
Total SPEs and Tenda |
(526,522) |
(167,611) |
(45,525) |
(42,220) |
|
(570,713) |
(198,197) |
(137,977) |
(97,937) |
|
|
|
| |
Current portion |
(570,713) |
(198,197) |
(137,977) |
(97,937) |
|
|
|
|
|
(a) Refers to operations in third-party’s works.
(b) Refers to transactions between the consortia leader and partners and condominiums.
(c) The Company participates in the development of real estate ventures with other partners, directly or through related parties, based on the formation 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 interest of each investor, which are not subject to indexation or financial charges and do not have a fixed maturity date. Such transactions aim at simplifying business relations that demand the joint management of amounts reciprocally owed by the involved parties and, consequently, the control over the change of amounts reciprocally granted which offset against each other at the time the current account is closed. The average term for the development and completion of the projects in which the resources are invested is between 24 and 30 months. The Company receives a compensation for the management of these ventures.
98
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
21. Related parties --Continued
21.1. Balances with related parties --Continued
(d) The loans of the Company and its subsidiaries, shown below, are made because these subsidiaries need cash for carrying out their respective activities, being subject to the respective financial charges. It shall be noted that the Company’s operations and businesses with related parties follow the market practices (arm’s length). The businesses and operations with related parties are carried out based on conditions that are strictly on arm’s length transaction basis and appropriate, in order to protect the interests of the both parties involved in the business. The composition and nature of the loan receivable by the Company is shown below:
Consolidated |
| ||||
6/30/2012 |
12/31/2011 |
Nature |
Interest rate | ||
|
|
||||
Laguna Di Mare - Tembok Planej. E Desenv. Imob. Ltda. |
9,689 |
9,389 |
Construction |
12% p.a. fixed rate + IGPM | |
Vistta Laguna - Tembok Planej. E Desenv. Imob. Ltda. |
12,544 |
7,276 |
Construction |
12% p.a. fixed rate + IGPM | |
Gafisa SPE 65 Emp. Imobiliários Ltda. |
2,463 |
1,636 |
Construction |
3% p.a. fixed rate + CDI | |
Gafisa SPE-46 Emp. Imobiliários Ltda. |
688 |
860 |
Construction |
12% p.a. fixed rate + IGPM | |
Gafisa SPE-73 Emp. Imobiliários Ltda. |
4,429 |
3,443 |
Construction |
12% p.a. fixed rate + IGPM | |
Gafisa SPE-71 Emp. Imobiliários Ltda. |
2,912 |
2,119 |
Construction |
3% p.a. fixed rate + CDI | |
Gafisa SPE- 76 Emp. Imobiliários Ltda. |
12 |
11 |
Construction |
4% p.a. fixed rate + CDI | |
Acquarelle - Civilcorp Incorporações Ltda. |
309 |
946 |
Construction |
12% p.a. fixed rate + IGPM | |
Manhattan Residencial I |
37,157 |
29,541 |
Construction |
10% p.a. fixed rate + TR | |
Manhattan Comercial I |
13 |
2,622 |
Construction |
10% p.a. fixed rate + TR | |
Manhattan Residencial II |
119 |
113 |
Construction |
10% p.a. fixed rate + TR | |
Manhattan Comercial II |
56 |
54 |
Construction |
10% p.a. fixed rate + TR | |
Target |
- |
1,056 |
Construction |
IGPM + 12% p.a. | |
Total Company |
70,391 |
59,066 |
|||
|
|
|
|
| |
Fit Jardim Botanico SPE Emp. Imob. Ltda. |
16,843 |
16,429 |
Construction |
113.5% of 126.5% of CDI | |
Fit 09 SPE Emp. Imob. Ltda. |
6,002 |
5,585 |
Construction |
120% of 126.5% of CDI | |
Fit 08 SPE Emp. Imob. Ltda. |
951 |
875 |
Construction |
110.65% of 126.5% of CDI | |
Fit 19 SPE Emp. Imob. Ltda. |
3,978 |
3,977 |
Construction |
113.5% of 126.5% of CDI | |
Acedio SPE Emp. Imob. Ltda. |
3,074 |
2,908 |
Construction |
113.5% of 126.5% of CDI | |
Ac Participações Ltda. |
1,607 |
1,251 |
Construction |
12% p.a. fixed rate + IGPM | |
Jardins da Barra Desenv. Imob. Ltda. |
9,196 |
4,800 |
Construction |
6% p.a. fixed rate | |
Fit Roland Garros Emp. Imob. Ltda. |
4,461 |
4,461 |
Construction |
- | |
Outros |
657 |
4,707 |
Construction |
Several | |
Total consolidated |
117,159 |
104,059 |
|
|
In the period ended June 30, 2012 the recognized financial income from interest on loans amounted to R$2,624 (R$2,539 in 2011) in the Company’s interim financial information and R$3,429 (R$2,797 in 2011) in the consolidated interim financial information (Note 24).
Information regarding management transactions and compensation is described in Note 25.
99
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
21. Related parties --Continued
21.2. Endorsements, guarantees and sureties
The financial transactions of the wholly-owned subsidiaries or special purpose entities of the Company have the endorsement or surety in proportion to the interest of the Company in the capital stock of such companies, except certain specific cases in which the Company provides guarantees for financial institutions, which amounted to R$1,629,394, as of June 30, 2012.
22. Net operating revenue
Company |
Consolidated | |||
06/30/2012 |
06/30/2011 |
06/30/2012 |
06/30/2011 | |
|
(restated) |
|
(restated) | |
Gross operating revenue |
|
|
|
|
Real estate development, sale and barter transactions |
714,897 |
586,836 |
1,972,864 |
1,837,264 |
Reversal of provision for cancelled contracts (Note 5(i)) |
- |
- |
140,720 |
- |
Taxes on sale of real estate and services |
(62,101) |
(45,504) |
(145,214) |
(120,991) |
Net operating revenue |
652,796 |
541,332 |
1,968,370 |
1,716,273 |
23. Costs and expenses by nature
These are represented by the following:
Company |
Consolidated | |||
06/30/2012 |
06/30/2011 |
06/30/2012 |
06/30/2011 | |
Cost of real estate development and sale: |
|
(restated) |
|
(restated) |
Construction cost |
290,221 |
352,737 |
1,174,496 |
1,144,303 |
Land cost |
149,890 |
61,379 |
261,224 |
138,216 |
Development cost |
17,196 |
17,496 |
63,863 |
46,940 |
Capitalized financial charges |
40,757 |
67,070 |
93,163 |
95,298 |
Maintenance / warranty |
10,676 |
10,368 |
16,909 |
14,821 |
Cost of real estate in the recognition of the provision for cancelled contracts (Note 5 (i)) |
- |
- |
(122,005) |
- |
|
508,740 |
509,050 |
1,487,650 |
1,439,578 |
100
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
23. Costs and expenses by nature --Continued
|
Company |
Consolidated | ||
|
06/30/2012 |
06/30/2011 |
06/30/2012 |
06/30/2011 |
Commercial expenses: |
|
(restated) |
|
(restated) |
Marketing expenses |
21,937 |
23,282 |
59,337 |
59,872 |
Brokerage and sale commission |
21,037 |
22,327 |
56,903 |
57,416 |
Institutional marketing expenses |
3,055 |
3,242 |
8,262 |
8,337 |
Customer Relationship Management expenses |
2,777 |
2,947 |
7,511 |
7,579 |
Other |
1,667 |
1,769 |
4,638 |
4,548 |
|
50,473 |
53,567 |
136,651 |
137,752 |
|
|
|
| |
General and administrative expenses: |
|
|
|
|
Salaries and payroll charges |
21,399 |
22,891 |
65,197 |
62,154 |
Employee benefits |
1,282 |
1,333 |
4,767 |
5,031 |
Travel and utilities |
1,320 |
1,586 |
5,268 |
6,737 |
Services |
10,913 |
5,381 |
17,921 |
10,059 |
Rents and condominium fees |
2,548 |
2,239 |
6,860 |
6,000 |
IT |
3,387 |
3,413 |
7,541 |
6,461 |
Stock option plan (Note 18.3) |
11,423 |
6,310 |
19,783 |
8,144 |
Reserve for profit sharing (Note 25 (iii)) |
12,800 |
258 |
29,215 |
4,483 |
Other |
987 |
1,820 |
15,466 |
7,592 |
|
66,059 |
45,231 |
172,018 |
116,661 |
24. Financial income
|
Company |
Consolidated | ||
|
06/30/2012 |
06/30/2011 |
06/30/2012 |
06/30/2011 |
Financial income |
|
(restated) |
|
(restated) |
Income from financial investments |
5,446 |
17,122 |
24,929 |
29,264 |
Financial income on loan (Note 21) |
2,624 |
2,539 |
3,429 |
2,797 |
Other interest income |
549 |
955 |
1,685 |
1,498 |
Other financial income |
493 |
213 |
11,367 |
12,802 |
9,112 |
20,829 |
41,410 |
46,361 | |
Financial expenses (Note 11) |
|
|
|
|
Interest on funding, net of capitalization |
(80,131) |
(53,989) |
(81,328) |
(64,474) |
Amortization of debenture cost |
(1,723) |
(145) |
(1,814) |
(239) |
Payables to venture partners |
- |
- |
(16,390) |
(16,929) |
Banking expenses |
(1,590) |
(908) |
(5,878) |
(10,074) |
Derivative transactions (Note 20 (i) (b)) |
5,186 |
- |
10,036 |
- |
Discount – securitization transaction |
(17,232) |
- |
(22,725) |
- |
Other financial expenses |
(6,531) |
(7,291) |
(21,116) |
(14,509) |
(102,021) |
(62,333) |
(139,215) |
(106,225) |
101
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
25. Transactions with management and employees
(i) Management compensation
The amounts recorded in the account “general and administrative expenses” in the period ended June 30, 2012, related to the compensation of the Company’s key management personnel are as follows:
Period ended June 30, 2012 |
Board of Directors |
Fiscal Council |
Statutory Board |
Total |
|
| |||
Number of members |
9 |
3 |
5 |
17 |
Annual fixed compensation (in R$ thousand) |
426 |
35 |
867 |
1,328 |
Salary / Fees |
426 |
35 |
820 |
1,281 |
Direct and indirect benefits |
- |
- |
47 |
47 |
Other |
- |
- |
- |
- |
Variable compensation (in R$ thousand) |
- |
- |
- |
- |
Bonus |
- |
- |
- |
- |
Profit sharing |
- |
- |
- |
- |
Post-employment benefits |
- |
- |
- |
- |
Share-based payment |
- |
- |
- |
- |
Monthly compensation (in R$ thousand) |
- |
12 |
163 |
175 |
Total compensation |
- |
35 |
867 |
902 |
The maximum aggregate compensation of the Company’s management for this year, from January to December 2012, was established at R$17,042, as approved at the Annual Shareholders’ Meeting held on May 11, 2012.
102
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
25. Transactions with management and employees --Continued
(ii) Commercial operations
In the period ended June 30, 2012, no commercial operations were carried out by units sold to the Management and the total receivable amounts to R$3,595 thus far.
(iii) Profit sharing
The Company has a profit sharing plan that entitles its employees and those of its subsidiaries to participate in the distribution of profits of the Company that is tied to a stock option plan and the achievement of specific targets, established and agreed-upon at the beginning of each year. The recognition of the provision for Company bonus for 2012 takes into consideration two metrics: (1) generation of cash from operations and (2) indebtedness ratio (net debt / equity). Accordingly, as of June 30, 2012, the Company recorded a provision for profit sharing amounting to R$12,800 in the Company’s interim financial information and R$29,215 in the consolidated interim financial information (R$4,483 in 2011 related to the subsidiary AUSA) under the account “general and administrative expenses” (Note 23). In 2011, the metrics used to recognize the provision for bonus were different, and these were only reached by the subsidiary AUSA.
26. Insurance
Gafisa S.A. and its subsidiaries maintain insurance policies against engineering risk, barter guarantee, guarantee for the completion of the work and civil liability related to unintentional personal damages caused to third parties and material damages to tangible assets, as well as against fire hazards, lightning strikes, electrical damages, natural disasters and gas explosion. The contracted coverage is considered sufficient by management to cover possible risks involving its assets and/or responsibilities.
The assumptions adopted, given their nature, are not included in the scope of the auditor’s review of interim financial information.
103
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
27. Loss per share
The following table shows the calculation of basic and diluted loss per share. In view of the loss for the year, according to CPC 41, shares with dilutive potential are not considered when there is a loss, because the impact would be antidilutive.
|
06/30/2011 | |
|
06/30/2012 |
(restated) |
Basic numerator |
|
|
Loss |
(30,468) |
(75,134) |
|
|
|
Basic denominator (in thousands of shares) |
|
|
Weighted average number of shares |
432,158 |
431,283 |
|
|
|
Basic loss per share = R$ |
(0.0705) |
(0.1742) |
|
|
|
Diluted numerator |
|
|
Loss |
(30,468) |
(75,134) |
|
|
|
Diluted denominator (in thousands of shares) |
|
|
Weighted average number of shares |
432,158 |
431,283 |
Stock options |
2,223 |
2,040 |
Non-controlling interest shares (Note 9) |
70,252 |
70,252 |
Antidilutive effect |
(72,475) |
(72,292) |
|
|
|
Weighted average number of shares |
432,158 |
431,283 |
|
|
|
Diluted loss per share - R$ |
(0.0705) |
(0.1742) |
28. Segment information
The Company's management assesses segment information on the basis of different business segments rather than based on the geographical regions of operations.
The Company operates in the following segments: Gafisa for ventures targeted at high and medium income; Alphaville for land subdivision; and Tenda for ventures targeted at low income.
104
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
28. Segment information --Continued
The Company's chief executive officer, who is responsible for allocating resources to businesses and monitoring their progresses, uses economic present value data, which is derived from a combination of historical and forecasted operating results. The Company provides below a measure of historical profit or loss, segment assets and other related information for each reporting segment.
This information is gathered internally in the Company and used by management to develop economic present value estimates, provided to the chief executive officer for making operating decisions, including the allocation of resources to operating 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.
|
Consolidated | |||
|
Gafisa S.A. (i) |
Tenda |
AUSA |
2012 |
Net operating revenue |
1,080,728 |
596,396 |
291,246 |
1,968,370 |
Operating costs |
(842,385) |
(513,250) |
(132,015) |
(1,487,650) |
|
|
|
| |
Gross income |
238,343 |
83,146 |
159,231 |
480,720 |
|
|
|
| |
Depreciation and amortization |
(25,136) |
(6,483) |
(1,069) |
(32,688) |
Financial expenses |
(103,481) |
(16,357) |
(19,377) |
(139,215) |
Financial income |
16,167 |
19,183 |
6,060 |
41,410 |
Tax expenses |
(12,972) |
(8,024) |
(4,937) |
(25,933) |
|
|
|
| |
Net income (loss) for the period |
(34,633) |
(43,142) |
47,307 |
(30,468) |
|
|
|
| |
Customers (short and long term) |
2,679,087 |
1,425,307 |
563,138 |
4,667,532 |
Inventories (short and long term) |
1,087,674 |
1,092,597 |
255,282 |
2,435,553 |
Other assets |
744,428 |
1,126,909 |
196,232 |
2,067,569 |
|
|
|
| |
Total assets |
4,511,189 |
3,644,813 |
1,014,652 |
9,170,654 |
|
|
|
|
|
Total liabilities |
3,669,269 |
2,158,587 |
596,653 |
6,424,509 |
105
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
28. Segment information --Continued
|
Consolidated | |||
|
Gafisa S.A. (i) |
Tenda |
AUSA |
06/30/2011 (restated) |
Net operating revenue |
902,720 |
539,780 |
273,773 |
1,716,273 |
Operating cost |
(809,831) |
(491,722) |
(138,025) |
(1,439,578) |
|
|
|
| |
Gross income |
92,889 |
48,058 |
135,748 |
276,695 |
|
|
|
| |
Depreciation and amortization |
(25,011) |
(9,359) |
(749) |
(35,119) |
Financial expenses |
(83,669) |
(5,854) |
(16,702) |
(106,225) |
Financial income |
24,264 |
16,303 |
5,794 |
46,361 |
Tax expenses |
14,767 |
24,514 |
(5,714) |
33,567 |
|
|
|
| |
Net income (loss) for the period |
(110,086) |
(29,040) |
63,992 |
(75,134) |
|
|
|
| |
Customers (short and long term) |
3,032,744 |
1,890,296 |
419,606 |
5,342,646 |
Inventories (short and long term) |
1,497,501 |
761,144 |
215,012 |
2,473,657 |
Other assets |
1,082,735 |
691,957 |
181,465 |
1,956,157 |
|
|
|
| |
Total assets |
5,612,980 |
3,343,397 |
816,083 |
9,772,460 |
|
|
|
|
|
Total liabilities |
3,988,997 |
1,665,386 |
533,607 |
6,187,990 |
(i) Includes all direct subsidiaries, except Tenda and Alphaville Urbanismo S.A.
106
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
29. Real estate ventures under construction – information and commitments
In order to enhance its notes and in line with items 20 and 21 of ICPC 02, the Company describes below some information on ventures under construction as of June 30, 2012:
29.1 The contracted sales revenue deducted from the appropriated sales revenue is the unappropriated sales revenue (net revenue calculated by the continuous transfer approach, according to OCPC 04). The unappropriated sales revenue of ventures under construction plus the accounts receivable of completed ventures plus the advance from clients less cumulative receipts, comprise the receivables from developments, as follows:
Ventures under construction: |
|
|
Contracted sales revenue (*) |
|
13,034,547 |
Appropriated sales revenue (A) |
|
(9,540,593) |
Unappropriated revenue – external venture management (*) |
|
533,531 |
Unappropriated sales revenue (B) (*) |
|
4,027,485 |
|
|
|
Completed ventures (C) |
|
1,549,590 |
|
|
|
Cumulative receipts (D) |
|
(6,129,378) |
Advances from clients |
|
|
Appropriated revenue surplus (Note 17) (E) |
|
147,675 |
|
|
|
Total accounts receivable from developments (Note 5) (A-C-D-E) |
|
5,108,480 |
(*) Information other than accounting are considered in the scope of the review of independent auditors only to support the conclusion on the appropriated sales revenue recognized using the percentage-of-completion method (PoC).
The information on unappropriated sales revenue and contracted sales revenue do not include ventures that are subject to restriction due to a suspensive clause.
The real estate development revenue from units sold and under construction of real estate development is appropriated to income over the construction period of ventures, in compliance with the requirements of item 14 of CPC 30 – Revenue. The procedures adopted in the appropriation of income over the construction period are described in Note 2 – Presentation of interim financial information and summary of main accounting practices.
107
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
29. Ventures under construction – information and commitment--Continued
29.2 As of June 30, 2012, the total cost incurred and to be incurred in connection with units sold or in inventory, estimated until the completion of ventures under construction, is as follows:
Ventures under construction:
Incurred cost of units in inventory (Note 6) |
|
1,113,287 |
Budgeted cost to be incurred with units in inventory (*) |
|
1,562,595 |
Total budgeted cost incurred and to be incurred with units in inventory (F) |
|
2,675,882 |
|
|
|
Budgeted cost of units sold (*) (G) |
|
9,489,016 |
Incurred cost of units sold (H) |
|
(7,271,622) |
Unappropriated Budgeted cost of units sold (*) (I) |
|
2,217,394 |
|
|
|
Total cost incurred and to be incurred (F+G) |
|
12,164,898 |
(*)Information other than accounting are considered in the scope of the review of independent auditors only to support the conclusion on the appropriated sales revenue recognized using the percentage-of-completion method (PoC).
29.3 As of June 30, 2012, the estimated income to be earned until the completion of ventures under construction in connection with units sold is as follows:
Unappropriated sales revenue (B) |
|
4,027,485 |
Unappropriated barter for land |
|
51,096 |
|
|
4,078,581 |
|
|
|
Unappropriated cost of units sold (I) |
|
(2,217,394) |
Estimated income |
|
1,861,187 |
Information other than accounting are considered in the scope of the review of independent auditors only to support the conclusion on the appropriated sales revenue recognized using the percentage-of-completion method (PoC). The estimated income shown does not consider the tax effects or the present value adjustment, which will be carried out as at the extent they are realized.
108
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
|
Gafisa S.A. Notes to the individual and consolidated interim financial information --Continued June 30, 2012 (Amounts in thousands of Brazilian Reais, except as otherwise stated) |
29. Ventures under construction – information and commitment--Continued
29.4 As of June 30, 2012, the cumulative income of ventures under construction in connection with units sold is as follows:
Appropriated sales revenue (A) |
|
9,540,593 |
Appropriated barter for land |
|
343,050 |
|
|
9,883,643 |
|
|
|
Incurred cost of units sold (H) |
|
(7,271,622) |
Income |
|
2,612,022 |
The above income is gross of taxes and present value adjustment (AVP).
30. Communication with regulatory bodies
a) On June 14, 2012, the Company received a subpoena from the Securities Exchange Commission’s Division of Enforcement related to the Matter of Certain 20-F Filer Home Builders listed at SEC, Foreign Private Issuers (FPI). The subpoena requests that the Company produces all documents from January 1, 2010 to the Company’s reply date related to the preparation of our financial statements, including, among other things, copies of our financial policies and procedures, board and audit committee and operations committee minutes, monthly closing reports and financial packages, any documents relating to possible financial or accounting irregularities or improprieties and internal audit reports. The SEC’s investigation is a non-public, fact-finding inquiry and is not clear what action, if any, the SEC intends to take with respect to the information it gathers. The SEC subpoena does not specify any charges. The Company has already submitted all the information requested by SEC.
On July 31, 2012, the Company received the CVM/SEP/GEA-5/ Letter No. 208/2012, requesting information related to criteria for measurement and recognition of revenue and enhancement in the disclosure of some notes to interim financial information, as mentioned in Notes 2 and 29. The Company is already preparing such information and will send to CVM before the deadline.
109
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
Comments on Company’s Business projections
OUTLOOK
With the introduction of a new strategy and organizational structure, Gafisa is making progress toward achieving its 2012 guidance. Launches for 2012 are expected to be between R$2.7 and R$3.3 billion, reflecting a new, more targeted regional focus and the deliberate slowdown of the Tenda business. Gafisa should represent 50%, Tenda 10% and AlphaVille 40% of launches. In the first half of 2012, the Group launched Gafisa $ 1 billion. Gafisa was able to launch 45% of the mid-range of 2012 guidance of R$1.5 billion for the segment. AlphaVille’s launches, were in line with the internal planning, representing 1/3 of the guidance for the year. Reflecting remedial actions at Tenda and a focus on execution and delivery, no projects were launched in the 1H12. We want to re-launching the Tenda operations under a profitable business model.
Table 1. Launche Guidance – 2012 Estimates versus Actual figures 1H12
Launches Guidance 2012E |
Mid-range |
|
Achievement 1H12 |
(1H12 as a % of FY) |
Consolidaded Launches (R$2.70 – R$3.30bn) |
R$3.00bn |
|
R$1.01bn |
34% |
Breakdown by Brand |
|
|
|
|
Launches Gafisa (R$1.35 – R$1.65bn) |
R$1.50bn |
|
R$681mn |
45% |
Launches AlphaVille (R$1.08 – R$1.32bn) |
R$1.20bn |
|
R$330mn |
27% |
Launches Tenda (R$270 – R$330mn) |
R$300 mn |
|
R$0 |
0% |
As of June 30, 2012, the Company had R$1 billion in cash and cash equivalents. During 1H12 operational consolidated cash flow reached approximately R$361 million, representing 60% of the mid-range guidance of R$500 – R$700 million for the full year of 2012. The key drivers of cash flow generation include: (1) our ability to deliver units at Gafisa; (2) the transfer of Tenda units to financial institutions; (3) the sale of inventory and new projects launched; (4) the securitization of receivables and; (5) the sale of non-strategic land, that had a minor contribution to the results posted in the period.
Table 2. Operational Cash Flow Guidance – 2012 Estimates versus Actual figures 1H12
Guidance 2012 |
Mid-range |
|
Achievement 1H12 |
(1H12 as a % of FY) |
Operational Cash Flow (R$500 – R$700 mn) |
R$600 |
|
R$361 |
60% |
The Gafisa Group plans to deliver between 22,000 and 26,000 units in 2012 of which 30% will be delivered by Gafisa, 50% by Tenda and the remaining 20% by AlphaVille. During the first-half of 2012, the Gafisa Group delivered 12,197 units and transferred 6,300 Tenda customers to financial institutions, achieving 50% of the mid-range of the guidance for both figures.
110
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
Table 3. Other Relevant Opeational Indicators – 2012 Estimates versus Actual figures 1H12
Guidance of Units to be Delivered 2012E |
Mid-range |
|
Achievement 1H12 |
(1H12 as a % of FY) |
Consolidated # Units to be Delivered (22-26K) |
24,000 |
|
12,197 |
51% |
Breakdown by Brand |
|
|
|
|
# Units to be Delivered Gafisa (6,600-7,800) |
7,200 |
|
4,026 |
56% |
# Units to be Delivered AlphaVille (4,400-5,200) |
4,800 |
|
1,637 |
34% |
# Units to be Delivered Tenda (11,000-13,000) |
12,000 |
|
6,534 |
54% |
Table 4. Tenda Milestones – 2012 Estimates versus Actual figures 1H12
Customers to be transferred at Tenda 2012E |
Mid-range |
|
Achievement 1H12 |
(1H12 as a % of FY) |
Consolidated # Customers to be transferred (10-14K) |
12,000 |
|
6,422 |
54% |
111
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
Other information deemed relevant by the Company
1. SHAREHOLDERS HOLDING MORE THAN 5% OF THE VOTING CAPITAL AND TOTAL NUMBER OF OUTSTANDING SHARES
06/30/2012
As of June 30, 2012, there is no shareholder holding more than 5% of the voting capital.
06/30/2012 | ||
Common shares | ||
Shareholder |
Shares |
% |
Treasury shares |
599,486 |
0.14% |
Outstanding shares |
432,272,799 |
99.86% |
Total shares |
432,872,285 |
100.00% |
06/30/2011
06/30/2011 | ||
Common shares | ||
Shareholder |
Shares |
% |
Treasury shares |
599,486 |
0.14% |
Outstanding shares |
431,538,253 |
99.86% |
Total shares |
432,137,739 |
100.00% |
As per material fact released on June 8, 2012 regarding the Third Phase of the Investment Agreement and Other Covenants entered into on October 2, 2006 (“Investment Agreement”), which established rules and conditions for Gafisa acquiring and holding shares of the corporate capital of Alphaville Urbanismo S.A. (“AUSA”), the Company informs that the final amount of the operation (acquisition of remaining 20%) was established as R$359.0 million which will be settled by the issuance of an estimated 70,251,551 common shares, issued by Gafisa, as set forth in the Investment Agreement. The number of shares that will be issued to settle this transaction is going to be decided in an arbitration process, initiated by the other shareholders of AUSA, as per material fact release on July 3, 2012. In case of issuance of 70,251,551 common shares of Gafisa to the other shareholders of AUSA, these shareholders of AUSA will receive 13.96% of Gafisa’s total capital stock and will become relevant shareholders of Gafisa.
112
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
Other information deemed relevant by the Company
2. SHARES HELD BY PARENT COMPANIES, MANAGEMENT AND BOARD
06/30/2012 | ||
Common shares | ||
Shares |
% | |
Shareholders holding effective control of the Company |
- |
0.00% |
Board of Directors |
357,795 |
0.08% |
Executive directors |
1,094,226 |
0.25% |
Fiscal council |
- |
0.00% |
Executive control, board members, officers and fiscal council |
1,452,021 |
0.33% |
Treasury shares |
599,486 |
0.14% |
Outstanding shares in the market (*) |
430,820,778 |
99.53% |
Total shares |
432,872,285 |
100,00% |
09/30/2010 | ||
Common shares | ||
Shares |
% | |
Shareholders holding effective control of the Company |
|
|
Board of Directors |
134,968 |
0.03% |
Executive directors |
486,692 |
0.11% |
Fiscal council |
|
|
Executive control, board members, officers and fiscal council |
621,660 |
0.14% |
Treasury shares |
599,486 |
0.14% |
Outstanding shares in the market (*) |
430,916,593 |
99.72% |
Total shares |
432,137,739 |
100.00% |
(*) Excludes shares of effective control, management, board and in treasury
113
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
Other relevant information
3 – COMMITMENT CLAUSE
The Company, its shareholders, directors and board members undertake to settle, through arbitration, any and all disputes or controversies that may arise between them, related to or originating from, particularly, the application, validity, effectiveness, interpretation, breach and the effects thereof, of the provisions of Law No. 6404/76, the Company's By-Laws, rules determined by the Brazilian Monetary Council (CMN), by the Central Bank of Brazil and by the Brazilian Securities Commission (CVM), as well as the other rules that apply to the operation of the capital market in general, in addition to those established in the New Market Listing Regulation, Participation in the New Market Contract and in the Arbitration Regulation of the Chamber of Market Arbitration.
114
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
Reports and statements \ Management statement of interim financial information
Management statement of interim financial information
STATEMENT
Gafisa S.A. management, CNPJ 01.545.826/0001-07, located at Av. Nações Unidas, 8501, 19th floor, Pinheiros, São Paulo, states as per article 25 of CVM Instruction 480 issued in December 07, 2009:
i) Management has reviewed, discussed and agreed with the auditor’s conclusion expressed on the report on review interim financial Information for the quarter ended June 30, 2012; and
ii) Management has reviewed and agreed with the interim information for the quarter ended June 30, 2012.
Sao Paulo, August 8, 2012
GAFISA S.A.
Management
115
Quarterly information - 06/30/2012 – Gafisa S.A. (A free translation from the original in Portuguese into English) |
Reports and Statements \
Management statement on the report on review of interim financial information
Management Statement on the Review Report
STATEMENT
Gafisa S.A. management, CNPJ 01.545.826/0001-07, located at Av. Nações Unidas, 8501, 19th floor, Pinheiros, São Paulo, states as per article 25 of CVM Instruction 480 issued in December 07, 2009:
iii) Management has reviewed, discussed and agreed with the auditor’s conclusion expressed on the report on review interim financial Information for the quarter ended June 30, 2012; and
iv) Management has reviewed and agreed with the interim information for the quarter ended June 30, 2012.
Sao Paulo, August 8, 2012
GAFISA S.A.
Management
116
SIGNATURE
Gafisa S.A. | |
By: |
/s/ Alceu Duílio Calciolari |
Name: Alceu Duílio Calciolari
Title: Chief Executive Officer and Investor Relations Officer |