Indicate
by check
mark if the registrant is submitting
the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Yes ______ No ___X___
Indicate
by check
mark whether by furnishing the information contained in this Form,
the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ______ No ___X___
If
“Yes” is marked, indicate below the file number assigned
to the registrant in
connection with Rule 12g3-2(b): N/A
(A free translation of the original in Portuguese) | ||
FEDERAL GOVERNMENT SERVICE | ||
BRAZILIAN SECURITIES COMMISSION (CVM) | Unaudited |
|
QUARTERLY INFORMATION - ITR | Corporate Legislation | |
TYPE OF COMPANY: COMMERCIAL, INDUSTRIAL AND OTHER | June 30, 2009 |
REGISTRATION WITH CVM SHOULD NOT BE CONSTRUED AS AN EVALUATION OF THE COMPANY. COMPANY MANAGEMENT IS RESPONSIBLE FOR THE INFORMATION PROVIDED. |
01.01 - IDENTIFICATION
1 - CVM CODE 01610-1 |
2 - COMPANY NAME GAFISA S/A |
3 - CNPJ (Federal Tax ID) 01.545.826/0001-07 |
4 - NIRE (State Registration Number) |
01.02 - HEAD OFFICE
1 - ADDRESS Av. das Nações Unidas, 8501 - 19º andar |
2 - DISTRICT Pinheiros |
3 - ZIP CODE 05425-070 |
4 - CITY São Paulo |
5 - STATE SP |
6 - AREA CODE 011 |
7 - TELEPHONE 3025-9297 |
8 - TELEPHONE 3025-9158 |
9 - TELEPHONE 3025-9191 |
10 - TELEX |
11 - AREA CODE 011 |
12 - FAX 3025-9438 |
13 - FAX 3025-9217 |
14 - FAX - |
15 - E-MAIL |
01.03 - INVESTOR RELATIONS OFFICER (Company Mailing Address) ,
1- NAME Alceu Duilio Calciolari |
2 - ADDRESS Av. das Nações Unidas, 8501 - 19º andar |
3 - DISTRICT Pinheiros |
4 - ZIP CODE 05425-070 |
5 - CITY |
6 - STATE SP |
7 - AREA CODE 011 |
8 - TELEPHONE 3025-9297 |
9 - TELEPHONE 3025-9158 |
10 - TELEPHONE 3025-9121 |
11 - TELEX |
12 - AREA CODE 011 |
13 - FAX 3025-9438 |
14 - FAX 3025-9191 |
15 - FAX - |
16 - E-MAIL dcalciolari@gafisa.com.br |
01.04 - REFERENCE / AUDITOR
CURRENT YEAR | CURRENT QUARTER | PREVIOUS QUARTER | |||||
1 - BEGINNING | 2 - END | 3 - QUARTER | 4 - BEGINNING | 5 - END | 6 - QUARTER | 7 - BEGINNING | 8 - END |
1/1/2009 | 12/31/2009 | 1 | 4/1/2009 | 6/30/2009 | 1 | 1/1/2009 | 3/31/2009 |
09 - INDEPENDENT ACCOUNTANT Pricewaterhouse Coopers Auditores Independentes |
10 - CVM CODE 00287-9 |
||||||
11 - PARTNER IN CHARGE Eduardo Rogatto Luque |
12 - PARTNER'S CPF (INDIVIDUAL TAXPAYER'S REGISTER) 142.773.658-84 |
1
01.05 - CAPITAL STOCK
Number of Shares (in thousands) |
1 - CURRENT QUARTER 6/30/2009 |
2 - PREVIOUS QUARTER 3/31/2009 |
3 - SAME QUARTER, PREVIOUS YEAR 6/30/2008 |
Paid-in Capital | |||
1 - Common | 133,463 | 133,088 | 132,588 |
2 - Preferred | 0 | 0 | 0 |
3 - Total | 133,463 | 133,088 | 132,588 |
Treasury share | |||
4 - Common | 3,125 | 3,125 | 3,125 |
5 - Preferred | 0 | 0 | 0 |
6 - Total | 3,125 | 3,125 | 3,125 |
01.06 - COMPANY PROFILE
1 - TYPE OF COMPANY Commercial, Industrial and Other |
2 - STATUS Operational |
3 - NATURE OF OWNERSHIP National Private |
4 - ACTIVITY CODE 1110 Civil Construction, Constr. Mat. and Decoration |
5 - MAIN ACTIVITY Real Estate Development |
6 - CONSOLIDATION TYPE Full |
7 - TYPE OF REPORT OF INDEPENDENT AUDITORS Unqualified |
01.07 - COMPANIES NOT INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS
1 - ITEM | 2 - CNPJ (Federal Tax ID) | 3 - COMPANY NAME |
01.08 - CASH DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER
1 - ITEM | 2 - EVENT | 3 - APPROVAL | 4 - TYPE | 5 - DATE OF PAYMENT | 6 - TYPE OF SHARE | 7 - AMOUNT PER SHARE |
2
01.09 - SUBSCRIBED CAPITAL AND CHANGES IN THE CURRENT YEAR
1 - ITEM | 2 - DATE OF CHANGE | 3 - CAPITAL STOCK (In thousands of Reais) |
4 - AMOUNT OF CHANGE (In thousands of Reais) |
5 - NATURE OF CHANGE | 7 - NUMBER OF SHARES ISSUED (thousands) |
8 -SHARE PRICE WHEN ISSUED (In Reais) |
01.10 - INVESTOR RELATIONS OFFICER
1- DATE 7/31/2009 |
2 SIGNATURE |
3
02.01 - BALANCE SHEET - ASSETS (in thousands of Brazilian Reais)
1 - CODE | 2 DESCRIPTION | 3 6/30/2009 | 4 3/31/2009 |
1 | Total Assets | 4,224,785 | 3,969,621 |
1.01 | Current Assets | 1,528,377 | 1,502,420 |
1.01.01 | Cash and cash equivalents | 231,961 | 98,184 |
1.01.01.01 | Cash and banks | 22,278 | 42,378 |
1.01.01.02 | Financial Investments | 209,683 | 55,806 |
1.01.02 | Credits | 482,092 | 448,568 |
1.01.02.01 | Trade accounts receivable | 482,092 | 448,568 |
1.01.02.01.01 | Receivables from clients of developments | 399,394 | 382,785 |
1.01.02.01.02 | Receivables from clients of construction and services rendered | 59,942 | 47,263 |
1.01.02.01.03 | Other Receivables | 22,756 | 18,520 |
1.01.02.02 | Sundry Credits | 0 | 0 |
1.01.03 | Inventory | 598,103 | 685,620 |
1.01.03.01 | Properties for sale | 598,103 | 685,620 |
1.01.04 | Other | 216,221 | 270,048 |
1.01.04.01 | Deferred selling expenses | 5,152 | 719 |
1.01.04.02 | Other receivables | 189,515 | 244,278 |
1.01.04.03 | Prepaid expenses | 21,554 | 25,051 |
1.02 | Non Current Assets | 2,696,408 | 2,467,201 |
1.02.01 | Long Term Receivables | 1,166,806 | 965,070 |
1.02.01.01 | Sundry Credits | 993,772 | 800,393 |
1.02.01.01.01 | Receivables from clients of developments | 767,292 | 645,147 |
1.02.01.01.02 | Properties for sale | 226,480 | 155,246 |
1.02.01.02 | Credits with Related Parties | 0 | 0 |
1.02.01.02.01 | Associated companies | 0 | 0 |
1.02.01.02.02 | Subsidiaries | 0 | 0 |
1.02.01.02.03 | Other Related Parties | 0 | 0 |
1.02.01.03 | Other | 173,034 | 164,677 |
1.02.01.03.01 | Deferred taxes | 112,036 | 104,190 |
1.02.01.03.02 | Other receivables | 20,616 | 13,989 |
1.02.01.03.03 | Dividends receivables | 5,000 | 5,000 |
1.02.01.03.04 | Escrow deposit | 35,382 | 41,498 |
1.02.02 | Permanent Assets | 1,529,602 | 1,502,131 |
1.02.02.01 | Investments | 1,504,731 | 1,481,503 |
1.02.02.01.01 | Interest in associated and similar companies | 0 | 0 |
1.02.02.01.02 | Interest in associated and similar companies - Goodwill | 0 | 0 |
1.02.02.01.03 | Interest in Subsidiaries | 994,979 | 971,099 |
1.02.02.01.04 | Interest in Subsidiaries - goodwill | 195,088 | 195,088 |
1.02.02.01.05 | Other Investments | 314,664 | 315,316 |
1.02.02.02 | Property and equipment | 21,079 | 17,337 |
1.02.02.03 | Intangible assets | 3,792 | 3,291 |
1.02.02.04 | Deferred charges | 0 | 0 |
4
02.02 - BALANCE SHEET - LIABILITIES AND SHAREHOLDERS' EQUITY (in thousands of Brazilian Reais)
1 - CODE | 2 - DESCRIPTION | 3 6/30/2009 | 4 3/31/2009 |
2 | Total Liabilities and Shareholders Equity | 4,224,785 | 3,969,621 |
2.01 | Current Liabilities | 1,004,021 | 955,717 |
2.01.01 | Loans and Financing | 281,170 | 345,884 |
2.01.02 | Debentures | 106,388 | 60,758 |
2.01.03 | Suppliers | 64,860 | 45,705 |
2.01.04 | Taxes, charges and contributions | 76,553 | 73,213 |
2.01.05 | Dividends Payable | 26,106 | 26,106 |
2.01.06 | Provisions | 9,437 | 8,385 |
2.01.06.01 | Provision for contingencies | 9,437 | 8,385 |
2.01.07 | Accounts payable to related parties | 0 | 0 |
2.01.08 | Other | 439,507 | 395,666 |
2.01.08.01 | Obligations for real estate development | 0 | 0 |
2.01.08.02 | Obligations for purchase of real estate and advances from customers | 280,070 | 287,290 |
2.01.08.03 | Payroll, profit sharing and related charges | 29,253 | 18,621 |
2.01.08.04 | Other liabilities | 130,184 | 89,755 |
2.02 | Non Current Liabilities | 1,503,518 | 1,358,562 |
2.02.01 | Long Term Liabilities | 1,503,518 | 1,358,562 |
2.02.01.01 | Loans and Financing | 508,398 | 307,879 |
2.02.01.02 | Debentures | 394,000 | 442,000 |
2.02.01.03 | Provisions | 27,797 | 0 |
2.02.01.03.01 | Provisions for contingencies | 27,797 | 0 |
2.02.01.04 | Accounts payable to related parties | 0 | 0 |
2.02.01.05 | Advance for future capital increase | 0 | 0 |
2.02.01.06 | Others | 573,323 | 608,683 |
2.02.01.06.01 | Obligations for purchase of real estate and advances from customers | 47,367 | 46,987 |
2.02.01.06.02 | Deferred income tax and social contribution | 141,462 | 119,775 |
2.02.01.06.03 | Amortization of gain on partial sale of Fit Residential | 64,194 | 116,794 |
2.02.01.06.04 | Negative goodwill on acquisition of subsidiaries | 14,621 | 17,249 |
2.02.01.06.05 | Other liabilities | 305,679 | 307,878 |
2.03 | Deferred income | 0 | 0 |
2.05 | Shareholders' equity | 1,717,246 | 1,655,342 |
2.05.01 | Paid-in capital stock | 1,214,529 | 1,211,467 |
2.05.01.01 | Capital Stock | 1,232,579 | 1,229,517 |
2.05.01.02 | Treasury shares | (18,050) | (18,050) |
2.05.02 | Capital Reserves | 189,389 | 188,315 |
2.05.03 | Revaluation reserves | 0 | 0 |
2.05.03.01 | Own assets | 0 | 0 |
2.05.03.02 | Subsidiaries/ Associated and similar Companies | 0 | 0 |
2.05.04 | Revenue reserves | 218,827 | 218,827 |
2.05.04.01 | Legal | 21,081 | 21,081 |
2.05.04.02 | Statutory | 159,213 | 159,213 |
5
02.02 - BALANCE SHEET - LIABILITIES AND SHAREHOLDERS' EQUITY (in thousands of Brazilian Reais)
1 - CODE | 2 - DESCRIPTION | 3 6/30/2009 | 4 3/31/2009 |
2.05.04.03 | For Contingencies | 0 | 0 |
2.05.04.04 | Unrealized profits | 0 | 0 |
2.05.04.05 | Retained earnings | 38,553 | 38,553 |
2.05.04.06 | Special reserve for undistributed dividends | 0 | 0 |
2.05.04.07 | Other revenue reserves | 0 | 0 |
2.05.05 | Adjustments to Assets Valuation | 0 | 0 |
2.05.05.01 | Securities Adjustments | 0 | 0 |
2.05.05.02 | Cumulative Translation Adjustments | 0 | 0 |
2.05.05.03 | Business Combination Adjustments | 0 | 0 |
2.05.06 | Retained earnings/accumulated losses | 94,501 | 36,733 |
2.05.07 | Advances for future capital increase | 0 | 0 |
6
03.01 - STATEMENT OF INCOME (in thousands of Brazilian Reais)
1 - CODE | 2 - DESCRIPTION | 3 -4/1/2009 to 6/30/2009 | 4 - 1/1/2009 to 6/30/2009 | 5 -4/1/2008 to 6/30/2008 | 6 - 1/1/2008 to 6/30/2008 |
3.01 | Gross Sales and/or Services | 285,558 | 513,554 | 321,748 | 535,355 |
3.01.01 | Real estate development and sales | 276,587 | 495,352 | 312,880 | 525,131 |
3.01.02 | Construction services rendered | 8,971 | 18,202 | 8,868 | 10,224 |
3.02 | Gross Sales Deductions | (9,032) | (16,163) | (9,613) | (15,388) |
3.02.01 | Taxes on sales and services | (8,290) | (15,090) | (9,109) | (14,450) |
3.02.02 | Brokerage fee on sales | (742) | (1,073) | (504) | (938) |
3.03 | Net Sales and/or Services | 276,526 | 497,391 | 312,135 | 519,967 |
3.04 | Cost of Sales and/or Services | (182,853) | (356,016) | (222,080) | (362,527) |
3.04.01 | Cost of Real estate development | (182,853) | (356,016) | (222,080) | (362,527) |
3.05 | Gross Profit | 93,673 | 141,375 | 90,055 | 157,440 |
3.06 | Operating Expenses/Income | (21,493) | (24,990) | (39,148) | (54,451) |
3.06.01 | Selling Expenses | (16,040) | (32,650) | (15,296) | (30,649) |
3.06.02 | General and Administrative | (24,943) | (51,025) | (25,195) | (47,194) |
3.06.02.01 | Profit sharing | (5,736) | (5,736) | (946) | (3,034) |
3.06.02.02 | Stock option plan expenses | (1,074) | (7,264) | (5,063) | (8,945) |
3.06.02.03 | Other Administrative Expenses | (18,133) | (38,025) | (19,186) | (32,215) |
3.06.03 | Financial | (17,864) | (32,247) | 18,644 | 30,259 |
3.06.03.01 | Financial income | 22,774 | 45,665 | 20,513 | 35,857 |
3.06.03.02 | Financial Expenses | (40,638) | (77,912) | (1,869) | (5,598) |
3.06.04 | Other operating income | 52,600 | 105,200 | 0 | 0 |
3.06.04.01 | Gain on partial sale of Fit Residential negative goodwill amortiz. | 52,600 | 105,200 | 0 | 0 |
3.06.05 | Other operating expenses | (22,709) | (47,045) | (17,358) | (13,467) |
3.06.05.01 | Depreciation and Amortization | (2,109) | (7,019) | (6,177) | (12,736) |
3.06.05.02 | Amortization of goodwill and negative goodwill | 2,628 | 3,901 | 294 | 1,247 |
3.06.05.03 | Other Operating expenses | (23,228) | (43,927) | (11,475) | (1,978) |
3.06.06 | Equity in results of investees | 7,463 | 32,777 | 687 | 6,600 |
3.07 | Total operating profit | 72,180 | 116,385 | 50,907 | 102,989 |
7
03.01 - STATEMENT OF INCOME (in thousands of Brazilian Reais)
1 - CODE | 2 - DESCRIPTION | 3 -4/1/2009 to 6/30/2009 | 4 - 1/1/2009 to 6/30/2009 | 5 -4/1/2008 to 6/30/2008 | 6 - 1/1/2008 to 6/30/2008 |
3.08 | Total non-operating (income) expenses, net | 0 | 0 | 0 | 0 |
3.8.01 | Income | 0 | 0 | 0 | 0 |
3.08.02 | Expenses | 0 | 0 | 0 | 0 |
3.09 | Profit before taxes/profit sharing | 72,180 | 116,385 | 50,907 | 102,989 |
3.10 | Provision for income tax and social contribution | 0 | 0 | (462) | (678) |
3.11 | Deferred Income Tax | (14,412) | (21,884) | (7,126) | (18,585) |
3.12 | Statutory Profit Sharing/Contributions | 0 | 0 | (560) | (1,120) |
3.12.01 | Profit Sharing | 0 | 0 | (560) | (1,120) |
3.12.02 | Contributions | 0 | 0 | 0 | 0 |
3.13 | Reversal of interest attributed to shareholders equity | 0 | 0 | 0 | 0 |
3.15 | Net income for the Period | 57,768 | 94,501 | 42,759 | 82,606 |
NUMBER OF SHARES OUTSTANDING EXCLUDING | |||||
TREASURY SHARES (in thousands) | 130,338 | 130,338 | 129,463 | 129,463 | |
EARNINGS PER SHARE (Reais) | 0.44322 | 0.72505 | 0.33028 | 0.33028 | |
LOSS PER SHARE (Reais) |
8
04.01 - STATEMENT OF CASH FLOW INDIRECT METHOD (in thousands of Brazilian Reais)
1 - CODE | 2 DESCRIPTION | 3 -4/1/2009 to 6/30/2009 | 4 - 1/1/2009 to 6/30/2009 | 5 -4/1/2008 to 6/30/2008 | 6 - 1/1/2008 to 6/30/2008 |
4.01 | Net cash from operating activities | (4,744) | 27,027 | (134,498) | (209,982) |
4.01.01 | Cash generated in the operations | 44,639 | 56,027 | 71,032 | 148,478 |
4.01.01.01 | Net Income for the year | 57,768 | 94,501 | 42,759 | 82,606 |
4.01.01.02 | Stock options expenses | 1,074 | 7,264 | 5,063 | 8,945 |
4.01.01.03 | Gain on sale of investments | (52,600) | (105,200) | 0 | 0 |
4.01.01.04 | Unrealized interest and finance charges, net | 31,697 | 67,237 | 10,888 | 33,452 |
4.01.01.05 | Deferred taxes | 14,412 | 21,884 | 7,126 | 18,586 |
4.01.01.06 | Depreciation and amortization | 2,109 | 7,019 | 6,177 | 14,600 |
4.01.01.07 | Amortization of negative goodwill | (2,628) | (3,901) | (294) | (3,311) |
4.01.01.08 | Equity in the results of investees | (7,463) | (32,777) | (687) | (6,600) |
4.01.02 | Variation in Assets and Liabilities | (49,113) | (29,000) | (205,980) | (358,460) |
4.01.02.01 | Trade accounts receivable | (155,669) | (274,468) | (282,217) | (383,014) |
4.01.02.02 | Properties for sale | 16,283 | 136,539 | (125,144) | (239,703) |
4.01.02.03 | Other Receivables | 59,507 | 42,115 | (53,906) | (93,245) |
4.01.02.04 | Deferred selling expenses | (4,433) | (2,073) | 9,387 | (640) |
4.01.02.05 | Prepaid expenses | 511 | 461 | (905) | (5,149) |
4.01.02.06 | Obligations for purchase of real state | (66,447) | (114,200) | 157,100 | 242,415 |
4.01.02.07 | Taxes, charges and contributions | 3,340 | 7,157 | 7,720 | 8,399 |
4.01.02.08 | Contingencies | 28,849 | 30,305 | 249 | 109 |
4.01.02.09 | Suppliers | 19,155 | 15,170 | (9,138) | 13,114 |
4.01.02.10 | Advances from customers | 59,607 | 79,781 | 93,912 | 77,604 |
4.01.02.11 | Payroll, profit sharing and related charges | 10,632 | 14,204 | 1,810 | (3,249) |
4.01.02.12 | Other accounts payable | (20,104) | 36,698 | (3,327) | (977) |
4.01.02.13 | Credit assignments, net | (344) | (689) | (1,521) | (23,922) |
4.01.03 | Others | 0 | 0 | 0 | 0 |
4.02 | Net cash from investments activities | (81,388) | (189,778) | (59,028) | (154,747) |
9
04.01 - STATEMENT OF CASH FLOW INDIRECT METHOD (in thousands of Brazilian Reais)
1 - CODE | 2 DESCRIPTION | 3 -4/1/2009 to 6/30/2009 | 4 - 1/1/2009 to 6/30/2009 | 5 -4/1/2008 to 6/30/2008 | 6 - 1/1/2008 to 6/30/2008 |
4.02.02 | Capital contribution in subsidiary companies | (22,351) | (97,824) | (52,762) | (134,685) |
4.02.03 | Acquisition of investments | (52,685) | (80,144) | 0 | 0 |
4.03 | Net cash from financing activities | 167,224 | 142,441 | 242,168 | 555,007 |
4.03.01 | Capital increase | 3,062 | 3,062 | 0 | 125 |
4.03.02 | Loans and financing obtained | 299,548 | 333,700 | 276,038 | 306,113 |
4.03.03 | Repayment of loans and financing | (198,202) | (257,108) | (7,129) | (24,482) |
4.03.04 | Assignment of credits receivable, net | 3,927 | 3,898 | 229 | 221 |
4.03.05 | Contributions from venture partners | 0 | 0 | 0 | 300,000 |
4.03.06 | Dividends paid - 2007 | 0 | 0 | (26,970) | (26,970) |
4.03.07 | CCI Assignment of credits receivable | 58,889 | 58,889 | 0 | 0 |
4.04 | Foreign Exchange Variation on Cash and Cash Equivalents | 0 | 0 | 0 | 0 |
4.05 | Net increase (decrease) of Cash and Cash Equivalents | 81,092 | (20,310) | 48,192 | 190,278 |
4.05.01 | Cash at the beginning of the period | 63,814 | 165,216 | 535,723 | 393,637 |
4.05.02 | Cash at the end of the period | 144,906 | 144,906 | 583,915 | 583,915 |
11
05.01 - STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FROM 04/01/2009 TO 06/30/2009 (in thousands of Brazilian reais)
1 - CODE | 2 DESCRIPTION | 3 CAPITAL STOCK |
4 CAPITAL RESERVES |
5 - REVALUATION RESERVES |
6 - REVENUE RESERVES |
7 - RETAINED EARNINGS/ ACCUMULATED DEFICIT |
8 ADJUSTMENTS TO ASSETS VALUATION |
9 TOTAL SHAREHOLDERS EQUITY |
5.01 | Opening balance | 1,229,517 | 188,315 | 0 | 200,777 | 36,733 | 0 | 1,655,342 |
5.02 | Prior-years adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.03 | Adjusted balance | 1,229,517 | 188,315 | 0 | 200,777 | 36,733 | 0 | 1,655,342 |
5.04 | Net Income/Loss for the period | 0 | 0 | 0 | 0 | 57,768 | 0 | 57,768 |
5.05 | Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.01 | Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.02 | Interest on own capital | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.03 | Other Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.06 | Realization of revenue reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07 | Adjustments to assets valuation | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.01 | Securities adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.02 | Cumulative Translation adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.03 | Business Combination Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.08 | Increase/decrease in capital stock | 3,062 | 0 | 0 | 0 | 0 | 0 | 3,062 |
5.09 | Increase in capital reserves | 0 | 1,074 | 0 | 0 | 0 | 0 | 1,074 |
5.10 | Treasury Shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.11 | Other Capital Transactions | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.12 | Others | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.13 | Closing balance | 1,229,517 | 189,389 | 0 | 200,777 | 94,501 | 0 | 1,717,246 |
12
05.02 - STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FROM 01/01/2009 TO 06/30/2009 (in thousands of Brazilian reais)
1 - CODE | 2 DESCRIPTION | 3 CAPITAL STOCK |
4 CAPITAL RESERVES |
5 - REVALUATION RESERVES |
6 - REVENUE RESERVES |
7 - RETAINED EARNINGS/ ACCUMULATED DEFICIT |
8 ADJUSTMENTS TO ASSETS VALUATION |
9 - TOTAL SHAREHOLDERS EQUITY |
5.01 | Opening balance | 1,229,517 | 182,125 | 0 | 200,777 | 0 | 0 | 1,612,419 |
5.02 | Prior-years adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.03 | Adjusted balance | 1,229,517 | 182,125 | 0 | 200,777 | 0 | 0 | 1,612,419 |
5.04 | Net Income/Loss for the period | 0 | 0 | 0 | 0 | 94,501 | 0 | 94,501 |
5.05 | Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.01 | Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.02 | Interest on own capital | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.03 | Other Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.06 | Realization of revenue reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07 | Adjustments to assets valuation | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.01 | Securities adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.02 | Cumulative Translation adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.03 | Business Combination Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.08 | Increase/decrease in capital stock | 3,062 | 0 | 0 | 0 | 0 | 0 | 3,062 |
5.09 | Increase in capital reserves | 0 | 7,264 | 0 | 0 | 0 | 0 | 7,264 |
5.10 | Treasury Shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.11 | Other Capital Transactions | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.12 | Others | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.13 | Closing balance | 1,232,579 | 189,389 | 0 | 200,777 | 94,501 | 0 | 1,717,246 |
13
08.01 CONSOLIDATED BALANCE SHEET - ASSETS (in thousands of Brazilian Reais)
1 - CODE | 2 DESCRIPTION | 3 6/30/2009 | 4 3/31/2009 |
1 | Total Assets | 6,435,538 | 5,725,838 |
1.01 | Current Assets | 3,412,196 | 3,091,686 |
1.01.01 | Cash and cash equivalents | 1,056,312 | 500,778 |
1.01.01.01 | Cash and banks | 129,543 | 120,169 |
1.01.01.02 | Financial Investments | 926,769 | 380,609 |
1.01.02 | Credits | 989,326 | 982,609 |
1.01.02.01 | Trade accounts receivable | 989,326 | 982,609 |
1.01.02.01.01 | Receivables from clients of developments | 921,766 | 932,039 |
1.01.02.01.02 | Receivables from clients of construction and services rendered | 60,164 | 47,485 |
1.01.02.01.03 | Other Receivables | 7,396 | 3,337 |
1.01.02.02 | Sundry Credits | 0 | |
1.01.03 | Inventory | 1,250,203 | 1,429,411 |
1.01.03.01 | Properties for sale | 1,250,203 | 1,429,411 |
1.01.04 | Other | 116,355 | 178,636 |
1.01.04.01 | Deferred selling expenses | 13,237 | 15,247 |
1.01.04.02 | Other receivables | 78,141 | 137,787 |
1.01.04.03 | Prepaid expenses | 22,098 | 25,602 |
1.01.04.04 | Deferred taxes | 2,879 | 0 |
1.02 | Non Current Assets | 3,023,342 | 2,634,152 |
1.02.01 | Long Term Receivables | 2,770,823 | 2,386,631 |
1.02.01.01 | Sundry Credits | 2,463,722 | 2,029,554 |
1.02.01.01.01 | Receivables from clients of developments | 1,924,000 | 1,610,739 |
1.02.01.01.02 | Properties for sale | 539,722 | 418,815 |
1.02.01.02 | Credits with Related Parties | 0 | 0 |
1.02.01.02.01 | Associated companies | 0 | 0 |
1.02.01.02.02 | Subsidiaries | 0 | 0 |
1.02.01.02.03 | Other Related Parties | 0 | 0 |
1.02.01.03 | Other | 307,101 | 357,077 |
1.02.01.03.01 | Deferred taxes | 227,848 | 215,831 |
1.02.01.03.02 | Other receivables | 32,323 | 99,748 |
1.02.01.03.03 | Dividends receivable | 0 | 0 |
1.02.01.03.04 | Escrow deposit | 46,930 | 41,498 |
1.02.02 | Permanent Assets | 252,519 | 247,521 |
1.02.02.01 | Investments | 195,088 | 195,088 |
1.02.02.01.01 | Interest in associated and similar companies | 0 | 0 |
1.02.02.01.02 | Interest in Subsidiaries | 0 | 0 |
1.02.02.01.03 | Other investments | 0 | 0 |
1.02.02.01.04 | Interest in Subsidiaries - goodwill | 195,088 | 195,088 |
1.02.02.02 | Property and equipment | 49,126 | 45,130 |
1.02.02.03 | Intangible assets | 8,305 | 7,303 |
1.02.02.04 | Deferred charges | 0 | 0 |
14
08.02 CONSOLIDATED BALANCE SHEET - LIABILITIES AND SHAREHOLDERS' EQUITY (in thousands of Brazilian Reais)
1 - CODE | 2 - DESCRIPTION | 3 6/30/2009 | 4 3/31/2009 |
2 | Total Liabilities and Shareholders equity | 6,435,538 | 5,725,838 |
2.01 | Current Liabilities | 1,506,543 | 1,522,005 |
2.01.01 | Loans and Financing | 388,671 | 467,788 |
2.01.02 | Debentures | 113,902 | 60,758 |
2.01.03 | Suppliers | 155,701 | 108,058 |
2.01.04 | Taxes, charges and contributions | 120,624 | 134,683 |
2.01.05 | Dividends Payable | 26,106 | 26,106 |
2.01.06 | Provisions | 9,437 | 8,385 |
2.01.06.01 | Provision for contingencies | 9,437 | 8,385 |
2.01.07 | Accounts payable to related parties | 0 | 0 |
2.01.08 | Other | 692,102 | 716,227 |
2.01.08.01 | Obligations for real estate development | 0 | 0 |
2.01.08.02 | Obligations for purchase of real estate and advances from customers | 489,656 | 517,537 |
2.01.08.03 | Payroll, profit sharing and related charges | 71,159 | 60,226 |
2.01.08.04 | Other liabilities | 103,128 | 138,464 |
2.01.08.05 | Deferred taxes | 28,159 | 0 |
2.02 | Non Current Liabilities | 2,584,853 | 1,869,990 |
2.02.01 | Long Term Liabilities | 2,584,853 | 1,869,990 |
2.02.01.01 | Loans and Financing | 746,180 | 592,140 |
2.02.01.02 | Debentures | 994,000 | 442,000 |
2.02.01.03 | Provisions | 67,532 | 43,634 |
2.02.01.03.01 | Provisions for contingencies | 67,532 | 43,634 |
2.02.01.04 | Accounts payable to related parties | 0 | 0 |
2.02.01.05 | Advance for future capital increase | 817 | 2,988 |
2.02.01.06 | Others | 776,324 | 789,228 |
2.02.01.06.01 | Obligations for purchase of real estate and advances from customers | 140,439 | 193,301 |
2.02.01.06.02 | Deferred taxes | 276,582 | 266,254 |
2.02.01.06.03 | Other liabilities | 359,303 | 329,673 |
2.03 | Deferred income | 79,802 | 134,043 |
2.03.01 | Negative goodwill on acquisition of subsidiaries | 15,608 | 17,249 |
2.03.02 | Amortization of gain on partial sale of Fit Residential | 64,194 | 116,794 |
2.04 | Minority Interests | 547,094 | 544,458 |
2.05 | Shareholders' equity | 1,717,246 | 1,655,342 |
2.05.01 | Paid-in capital stock | 1,214,529 | 1,211,467 |
2.05.01.01 | Capital Stock | 1,232,579 | 1,229,517 |
2.05.01.02 | Treasury shares | (18,050) | (18,050) |
2.05.02 | Capital Reserves | 189,389 | 188,315 |
2.05.03 | Revaluation reserves | 0 | 0 |
2.05.03.01 | Own assets | 0 | 0 |
2.05.03.02 | Subsidiaries/ Associated and similar Companies | 0 | 0 |
2.05.04 | Revenue reserves | 218,827 | 218,827 |
2.05.04.01 | Legal | 21,081 | 21,081 |
15
08.02 CONSOLIDATED BALANCE SHEET - LIABILITIES AND SHAREHOLDERS' EQUITY (in thousands of Brazilian Reais)
1 - CODE | 2 - DESCRIPTION | 3 6/30/2009 | 4 3/31/2009 |
2.05.04.02 | Statutory | 159,213 | 159,213 |
2.05.04.03 | For Contingencies | 0 | 0 |
2.05.04.04 | Unrealized profits | 0 | 0 |
2.05.04.05 | Retained earnings | 38,553 | 38,553 |
2.05.04.06 | Special reserve for undistributed dividends | 0 | 0 |
2.05.04.07 | Other revenue reserves | 0 | 0 |
2.05.05 | Adjustments to Assets Valuation | 0 | 0 |
2.05.05.01 | Securities Adjustments | 0 | 0 |
2.05.05.02 | Cumulative Translation Adjustments | 0 | 0 |
2.05.05.03 | Business Combination Adjustments | 0 | 0 |
2.05.06 | Retained earnings/accumulated losses | 94,501 | 36,733 |
2.05.07 | Advances for future capital increase | 0 | 0 |
16
09.01 CONSOLIDATED STATEMENT OF INCOME (in thousands of Brazilian Reais)
1 - CODE | 2 - DESCRIPTION | 3 -4/1/2009 to 6/30/2009 | 4 - 1/1/2009 to 6/30/2009 | 5 -4/1/2008 to 6/30/2008 | 6 - 1/1/2008 to 6/30/2008 |
3.01 | Gross Sales and/or Services | 733,197 | 1,299,008 | 476,995 | 843,243 |
3.01.01 | Real estate development and sales | 723,409 | 1,281,921 | 467,369 | 833,249 |
3.01.02 | Construction services rendered | 9,788 | 17,087 | 9,626 | 9,994 |
3.02 | Gross Sales Deductions | (27,379) | (51,303) | (18,174) | (29,669) |
3.02.01 | Taxes on sales and services | (24,249) | (45,959) | (15,444) | (25,859) |
3.02.02 | Brokerage fee on sales | (3,130) | (5,344) | (2,730) | (3,810) |
3.03 | Net Sales and/or Services | 705,818 | 1,247,705 | 458,821 | 813,574 |
3.04 | Cost of Sales and/or Services | (514,465) | (901,713) | (323,221) | (567,837) |
3.04.01 | Cost of Real estate development | (514,465) | (901,713) | (323,221) | (567,837) |
3.05 | Gross Profit | 191,353 | 345,992 | 135,600 | 245,737 |
3.06 | Operating Expenses/Income | (93,355) | (183,193) | (57,244) | (110,356) |
3.06.01 | Selling Expenses | (51,182) | (97,788) | (30,923) | (52,342) |
3.06.02 | General and Administrative | (59,312) | (115,230) | (38,023) | (73,557) |
3.06.02.01 | Profit sharing | (7,395) | (8,747) | 710 | (2,882) |
3.06.02.02 | Stock option plan expenses | (3,746) | (12,313) | (5,550) | (9,877) |
3.06.02.03 | Other Administrative Expenses | (48,171) | (91,170) | (33,192) | (60,798) |
3.06.03 | Financial | (12,720) | (21,929) | 22,680 | 36,691 |
3.06.03.01 | Financial income | 37,768 | 73,925 | 26,321 | 44,915 |
3.06.03.02 | Financial Expenses | (50,488) | (95,224) | (3,641) | (8,224) |
3.06.04 | Other operating income | 0 | 0 | 0 | 0 |
3.06.05 | Other operating expenses | 29,859 | 51,754 | (10,969) | (21,148) |
3.06.05.01 | Depreciation and Amortization | (6,400) | (14,382) | (8,763) | (18,204) |
3.06.05.02 | Gain on partial sale of Fit Residential negative goodwill amortiz | 52,600 | 105,200 | 0 | 0 |
3.06.05.03 | Other Operating expenses | (16,341) | (39,064) | (2,206) | (2,944) |
3.06.06 | Equity in results of investees | 0 | 0 | 0 | 0 |
3.07 | Total operating profit | 97,998 | 162,799 | 78,356 | 135,381 |
17
3.08 | Total non-operating (income) expenses, net | 0 | 0 | 0 | 0 |
3.8.01 | Income | 0 | 0 | 0 | 0 |
3.08.02 | Expenses | 0 | 0 | 0 | 0 |
3.09 | Profit before taxes/profit sharing | 97,998 | 162,799 | 78,356 | 135,381 |
3.10 | Provision for income tax and social contribution | (4,519) | (10,831) | (4,498) | (8,260) |
3.11 | Deferred Income Tax | (16,102) | (26,103) | (14,463) | (24,280) |
3.12 | Statutory Profit Sharing/Contributions | 0 | 0 | (560) | (1,120) |
3.12.01 | Profit Sharing | 0 | 0 | (560) | (1,120) |
3.12.02 | Contributions | 0 | 0 | 0 | 0 |
3.13 | Reversal of interest attributed to shareholders equity | 0 | 0 | 0 | 0 |
3.14 | Minority interest | (19,609) | (31,364) | (16,076) | (19,115) |
3.15 | Net income for the Period | 57,768 | 94,501 | 42,759 | 82,606 |
NUMBER OF SHARES OUTSTANDING EXCLUDING TREASURY SHARES (in thousands) | 130,338 | 130,338 | 129,463 | 129,463 | |
EARNINGS PER SHARE (Reais) | 0.44322 | 0.44322 | 0.33028 | 0.33028 | |
LOSS PER SHARE (Reais) |
18
10.01 CONSOLIDATED STATEMENT OF CASH FLOW INDIRECT METHOD (in thousands of Brazilian Reais)
1 - CODE | 2 DESCRIPTION | 3 -4/1/2009 to 6/30/2009 | 4 - 1/1/2009 to 6/30/2009 | 5 -4/1/2008 to 6/30/2008 | 6 - 1/1/2008 to 6/30/2008 |
4.01 | Net cash from operating activities | (133,437) | (251,424) | (180,043) | (385,869) |
4.01.01 | Cash generated in the operations | 77,217 | 130,436 | 86,780 | 177,300 |
4.01.01.01 | Net Income for the year | 57,768 | 94,501 | 42,759 | 82,606 |
4.01.01.02 | Stock options expenses | 3,746 | 12,313 | 5,550 | 9,877 |
4.01.01.03 | Gain on sale of investments | (52,600) | (105,200) | 0 | 0 |
4.01.01.04 | Unrealized interest and finance charges, net | 45,752 | 83,628 | 15,245 | 42,333 |
4.01.01.05 | Deferred taxes | 16,102 | 26,103 | 14,463 | 24,280 |
4.01.01.06 | Depreciation and amortization | 8,041 | 17,296 | 8,362 | 20,620 |
4.01.01.07 | Amortization of negative goodwill | (1,641) | (2,914) | 401 | (2,416) |
4.01.01.08 | Disposal of fixed asset | 49 | 4,709 | 0 | 0 |
4.01.02 | Variation in Assets and Liabilities | (210,654) | (381,860) | (266,823) | (563,169) |
4.01.02.01 | Trade accounts receivable | (319,726) | (794,781) | (370,206) | (537,438) |
4.01.02.02 | Properties for sale | 58,301 | 239,051 | (181,835) | (399,784) |
4.01.02.03 | Other Receivables | 128,667 | 140,073 | (20,980) | (73,732) |
4.01.02.04 | Deferred selling expenses | (3,866) | (5,809) | 14,074 | 563 |
4.01.02.05 | Prepaid expenses | 519 | 313 | (884) | (3,337) |
4.01.02.06 | Obligations for purchase of real estate | (112,575) | (110,635) | 138,564 | 258,432 |
4.01.02.07 | Taxes, charges and contributions | (14,059) | 7,457 | 11,506 | 19,593 |
4.01.02.08 | Contingencies | 24,950 | 23,439 | 522 | 382 |
4.01.02.09 | Suppliers | 47,643 | 43,001 | 3,350 | 32,435 |
4.01.02.10 | Advances from customers | 31,832 | 86,868 | 114,348 | 109,179 |
4.01.02.11 | Payroll, profit sharing and related charges | 10,933 | 41,468 | (1,796) | (4,017) |
4.01.02.12 | Other accounts payable | (76,844) | (77,631) | 4,182 | 9,133 |
4.01.02.13 | Credit assignments, net | 13,571 | 25,326 | 22,332 | 25,422 |
19
4.01.03 | Others | 0 | 0 | 0 | 0 |
4.02 | Net cash from investments activities | (43,071) | (80,064) | (14,058) | (18,417) |
4.02.01 | Purchase of property and equipment and intangible assets | (13,089) | (15,879) | (14,058) | (18,417) |
10.01 CONSOLIDATED STATEMENT OF CASH FLOW INDIRECT METHOD (in thousands of Brazilian Reais)
1 - CODE | 2 DESCRIPTION | 3 -4/1/2009 to 6/30/2009 | 4 - 1/1/2009 to 6/30/2009 | 5 -4/1/2008 to 6/30/2008 | 6 - 1/1/2008 to 6/30/2008 |
4.02.02 | Capital contribution in subsidiary companies | 0 | 0 | 0 | 0 |
4.02.03 | Acquisition of investments | (29,982) | (64,185) | 0 | 0 |
4.03 | Net cash from financing activities | 702,060 | 718,113 | 243,928 | 663,329 |
4.03.01 | Capital increase | 3,062 | 3,062 | 0 | 125 |
4.03.02 | Loans and financing obtained | 930,036 | 981,667 | 292,467 | 389,626 |
4.03.03 | Repayment of loans and financing | (292,999) | (380,348) | (17,404) | (41,373) |
4.03.04 | Assignment of credits receivable, net | 3,581 | (14,354) | (4,165) | 41,921 |
4.03.05 | Contributions from venture partners | 0 | 0 | 0 | 300,000 |
4.03.06 | Proceeds from subscription of redeemable equity interest in securitization fund | (10,935) | 58,771 | 0 | 0 |
4.03.07 | Dividends paid - 2007 | 0 | 0 | (26,970) | (26,970) |
4.03.08 | CCI assignment of credits receivable | 69,315 | 69,315 | 0 | 0 |
4.04 | Foreign Exchange Variation on Cash and Cash Equivalents | 0 | 0 | 0 | 0 |
4.05 | Net increase (decrease) of Cash and Cash Equivalents | 525,552 | 386,625 | 49,827 | 259,043 |
4.05.01 | Cash at the beginning of the period | 389,647 | 528,574 | 726,636 | 517,420 |
4.05.02 | Cash at the end of the period | 915,199 | 915,199 | 776,463 | 776,463 |
20
11.01 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FROM 04/01/2009 TO 06/30/2009 (in thousands of Brazilian reais)
1 - CODE | 2 DESCRIPTION | 3 CAPITAL STOCK |
4 CAPITAL RESERVES |
5 - REVALUATION RESERVES |
6 - REVENUE RESERVES |
7 - RETAINED EARNINGS/ ACCUMULATED DEFICIT |
8 ADJUSTMENTS TO ASSETS VALUATION |
9 - TOTAL SHAREHOLDERS EQUITY |
5.01 | Opening balance | 1,229,517 | 188,315 | 0 | 200,777 | 36,733 | 0 | 1,655,342 |
5.02 | Prior-years adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.03 | Adjusted balance | 1,229,517 | 188,315 | 0 | 200,777 | 36,733 | 0 | 1,655,342 |
5.04 | Net Income/Loss for the period | 0 | 0 | 0 | 0 | 57,768 | 0 | 57,768 |
5.05 | Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.01 | Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.02 | Interest on own capital | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.03 | Other Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.06 | Realization of revenue reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07 | Adjustments to assets valuation | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.01 | Securities adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.02 | Cumulative Translation adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.03 | Business Combination Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.08 | Increase/decrease in capital stock | 3,062 | 0 | 0 | 0 | 0 | 0 | 3,062 |
5.09 | Increase in capital reserves | 0 | 1,074 | 0 | 0 | 0 | 0 | 1,074 |
5.10 | Treasury Shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.11 | Other Capital Transactions | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.12 | Others | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.13 | Closing balance | 1,232,579 | 189,389 | 0 | 200,777 | 94,501 | 0 | 1,717,246 |
21
11.02 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FROM 01/01/2009 TO 06/30/2009 (in thousands of Brazilian reais)
1 - CODE | 2 DESCRIPTION | 3 CAPITAL STOCK |
4 CAPITAL RESERVES |
5 - REVALUATION RESERVES |
6 - REVENUE RESERVES |
7 - RETAINED EARNINGS/ ACCUMULATED DEFICIT |
8 ADJUSTMENTS TO ASSETS VALUATION |
9 - TOTAL SHAREHOLDERS EQUITY |
5.01 | Opening balance | 1,229,517 | 182,125 | 0 | 200,777 | 0 | 0 | 1,612,419 |
5.02 | Prior-years adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.03 | Adjusted balance | 1,229,517 | 182,125 | 0 | 200,777 | 0 | 0 | 1,612,419 |
5.04 | Net Income/Loss for the period | 0 | 0 | 0 | 0 | 94,501 | 0 | 94,501 |
5.05 | Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.01 | Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.02 | Interest on own capital | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.03 | Other Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.06 | Realization of profit reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07 | Adjustments to assets valuation | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.01 | Securities adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.02 | Cumulative Translation adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.03 | Business Combination Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.08 | Increase/decrease in capital stock | 3,062 | 0 | 0 | 0 | 0 | 0 | 3,062 |
5.09 | Increase in capital reserves | 0 | 7,264 | 0 | 0 | 0 | 0 | 7,264 |
5.10 | Treasury Shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.11 | Other Capital Transactions | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.12 | Others | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.13 | Closing balance | 1,232,579 | 189,389 | 0 | 200,777 | 94,501 | 0 | 1,717,246 |
22
(A free translation of the original in Portuguese) | ||||
FEDERAL GOVERNMENT SERVICE | Unaudited | |||
BRAZILIAN SECURITIES COMMISSION (CVM) | ||||
QUARTERLY INFORMATION - ITR | Corporate Legislation | |||
TYPE OF COMPANY: COMMERCIAL, INDUSTRIAL AND OTHERS | Base Date - 06/30/2009 | |||
01610-1 GAFISA S/A | 01.545.826/0001-07 | |||
06.01 NOTES TO QUARTERLY INFORMATION | ||||
(In thousands of Brazilian reais, unless otherwise stated) |
1 Operations
Gafisa S.A. (the "Company") started its operations in 1997 with the objectives of: (a) promoting and managing all forms of real estate ventures on its own behalf or for third parties; (b) purchasing, selling and negotiating real estate properties in general, including provision of financing to real estate clients; (c) carrying out civil construction and civil engineering services; (d) developing and implementing marketing strategies related to its own or third party real estate ventures; and (e) investing in other Brazilian or foreign companies which have similar objectives as the Company's.
The Company forms jointly-controlled ventures (Special Purpose Entities - SPEs) and participates in consortia and condominiums with third parties as means of meeting its objectives. The controlled entities share the structure and corporate, managerial and operating costs with the Company.
On September 1, 2008, the Company and Construtora Tenda S.A. ("Tenda") merged the operations of Tenda and Fit Residencial Empreendimentos Imobiliários Ltda., by means of a Merger Protocol and Justification. On October 3, 2008, this Merger Protocol and Justification was approved by Gafisas Board of Directors, as well as the first Amendment to the Protocol. Upon exchange of Fit Residencial quotas for Tenda shares, the Company received 240,391,470 common shares, representing 60% of total and voting capital of Tenda after the merger of Fit Residencial, in exchange for 76,757,357 quotas of Fit Residencial. The Tenda shares received by the Company in exchange for Fit Residencial quotas will have the same rights, attributed on the date of the merger of the shares by the Company, and will receive all benefits, including dividends and distributions of capital that may be declared by Tenda as from the merger approval date. On October 21, 2008, the merger of Fit Residencial into Tenda was approved at an Extraordinary Shareholders Meeting by the Companys shareholders (Note 8).
On February 27, 2009, Gafisa and Odebrecht Empreendimentos Imobiliários S.A. announced an agreement for the dissolution of the partnership in Bairro Novo Empreendimentos Imobiliários S.A., terminating the Shareholders Agreement then effective between the partners. Therefore Gafisa is no longer a partner in Bairro Novo Empreendimentos Imobiliários S.A. The real estate ventures that were being conducted together by the parties started to be carried out separately, Gafisa in charge of developing the Bairro Novo Cotia real estate venture, whereas Odebrecht Empreendimentos Imobiliários S.A. in charge of the other ventures of the dissolved partnership, in addition to the operation of Bairro Novo Empreendimentos Imobiliários S.A.
On June 29, 2009, Gafisa S.A. and Construtora Tenda S.A. entered into a Private Instrument for Assignment and Transfer of Quotas and Other Covenants, in which Gafisa assigns and transfers to Tenda 41,341,895 quotas of Cotia1 Empreendimento Imobiliário for the net book value of R$ 41,342 (Note 7).
Page: 1
2 Presentation of the Quarterly Information
This quarterly information was approved by the Board of Directors in their meeting held on July 30, 2009.
(a) Basis of presentation
The quarterly information (ITR) was prepared in accordance with accounting practices adopted in Brazil as determined by the Brazilian Corporate Law (Corporate Law), and the Accounting Standards Committee (CPC), the Federal Accounting Council (CFC), the IBRACON Institute of Independent Auditor of Brazil (IBRACON) and additional regulations and resolutions of the Brazilian Securities Commission (CVM). For comparison purposes the Company and its subsidiaries opted for, as provided for by the CVM/SNC/SEP Circular Letter No. 02/2009, to disclose the ITR for 2009, compared to the same prior period ended June 30, 2008, adjusted according to the same practices effective in the current years quarter.
Parent | ||||
company | Consolidated | |||
Shareholders equity as originally reported as of June 30, 2008 | 1,631,284 | 1,631,284 | ||
Adjustment to present value of assets and liabilities | (32,220) | (58,963) | ||
Barter transactions financial development progress | 11,819 | 11,617 | ||
Warranty provision. | (10,317) | (16,107) | ||
Depreciation of sales stands, facilities, model apartments and related furnishings | (13,229) | (17,341) | ||
Other | 15,474 | 4,307 | ||
Equity in results of investees | 7,452 | - | ||
Minority interest | - | 55,466 | ||
Shareholders equity adjusted as of June 30, 2008 | 1,610,263 | 1,610,263 | ||
Page: 2
Quarter | 1st Half | |||||||
Parent | Parent | |||||||
company | Consolidated | company | Consolidated | |||||
Net income as originally reported for the period ended June 30, 2008 | 58,749 | 58,749 | 100,395 | 100,395 | ||||
Adjustment to present value of assets and liabilities | (6,018) | (8,844) | 1,633 | (1,494) | ||||
Barter transactions | 1,439 | 1,237 | 1,439 | 1,237 | ||||
Stock option plans | (5,063) | (5,550) | (8,945) | (9,877) | ||||
Warranty provision | (808) | (446) | (1,615) | (1,827) | ||||
Depreciation of sales stands, facilities, model apartments and related furnishings | (918) | (2,754) | (3,279) | (6,027) | ||||
Other | 2,263 | 1,639 | 2,188 | 1,184 | ||||
Equity in results of investees | (6,885) | - | (9,210) | - | ||||
Minority interest | - | (1,272) | - | (986) | ||||
Net income adjusted for the period ended June 30, 2008 | 42,759 | 42,759 | 82,606 | 82,606 | ||||
The effects of changes to Brazilian accounting practices on the parent company and consolidated results of operations and shareholders equity are as follows:
(i) Cash equivalents
The Company and its subsidiaries classify highly-liquid short-term investments which are readily convertible into a known amount of cash and subject to an insignificant risk of change in value as Cash equivalents, pursuant to CPC No. 03, "Statement of Cash Flows".
(ii) Investments
The Company considered the effects of equity in results and minority interest in the adjustments related to the initial adoption of the Law in the financial statements.
(iii) Financial instruments and fair value
Pursuant to CPC No. 14, "Financial Instruments: Recognition, Measurement and Evidence", financial instruments are classified among four categories: (i) financial assets or liabilities measured at fair value through income, (ii) held to maturity, (iii) loans and receivables, and (iv) available for sale. The classification depends upon the purpose for which the financial assets and liabilities were acquired. Management classifies its financial assets and liabilities when initially recognized. At June 30, 2009, the Company has financial assets and liabilities classified in the categories (i) and (iii).
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At June 30 and March 31, 2009, the Company designated certain financial assets (swap contracts) and liabilities (foreign currency liabilities) as measured at fair value through income, to reduce or mitigating volatility from inconsistent measurement bases which would happen if they were not so designated.
For financial assets without an active market or market quotation, the Company measures the fair value by applying valuation techniques. These techniques include the use of recent transactions with third parties, reference to other instruments that are substantially similar, analysis of discounted cash flows and option pricing models always maximizing sources of information provided by the market and minimizing management sourced data. The Company evaluates if there is objective evidence of asset impairment at the balance sheet date indicating that a financial asset or a group of financial assets is recorded at an amount which exceeds its recoverable amount.
(iv) Debenture and share issuance expenses
As per CPC No. 08, "Transaction Costs and Premiums on Issuance of Securities", share issuance expenses are accounted for as a direct reduction of capital raised. In addition, transaction costs and premiums on issuance of debt securities are amortized over the terms of the security and the balance is presented net of issuance expenses.
(v) Stock options
As approved by its Board of Directors, the Company offers its selected executives share-based compensation plans ("Stock Options"), under which options are granted in return for services received.
CPC No. 10, Share-based Compensation, requires that the options, calculated at the grant date, be recognized as an expense against shareholders' equity, as such services are rendered.
(vi) Deferred charges
As required by CPC No. 13, Initial Adoption of Law 11,638/07 and MP No. 449/08, deferred pre-operating expenses were written off to retained earnings at the transition date (January 1, 2006 in the case of the Company). Additionally, the amortization recorded as expenses in results for the year was reversed against the original deferred charges, and the additions prior to the initial adoption of the Law were recognized in retained earnings.
(vii) Adjustment to present value of assets and liabilities
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In conformity with CPC No. 12, "Adjustment to Present Value", the assets and liabilities arising from long-term transactions were adjusted to present value.
As specified by CPC Interpretation ("CPC (O)") No. 01, "Real Estate Development Entities", for inflation-indexed receivables arising from installment sales of unfinished units, including the amount due on delivery of the units which does not accrue interest, were discounted to present value. The reversal of the present value adjustment, considering that an important part of the Companys activities is to finance its customers, was made as a contra-entry to the real estate development revenue group itself, consistent with the interest accrued on the portion of accounts receivable related to the post-delivery period.
The financial charges on funds used in the construction and finance of real estate ventures are capitalized. Accordingly, the accretion of the present value adjustment arising from the obligation is recorded in Real estate development operating costs or against inventories of Properties for sale, as the case may be, until the construction phase of the venture is completed.
(viii) Warranty provision
Consistent with CPC (O) No. 01, Real Estate Development Entities, the Company and its subsidiaries record a provision for warranties, unless a third party provides warranties for the services rendered during construction. The warranty term is five years from the delivery of the unit.
(ix) Barter transactions
As per CPC (O) No. 01, Real Estate Development Entities, for barter transactions of land in exchange for units, the value of land acquired by the Company is calculated based on the fair value of real estate units to be delivered, and recorded in inventories of Properties for sale against liabilities for Advances from clients, at the time the barter agreement is signed. The percentage-of-completion criteria adopted for appropriation of income is also applied to these transactions.
(x) Expenditures on sales stands, model apartments and related furnishings
As per CPC (O) No. 01, Real Estate Development Entities, expenditures incurred for the construction of sales stands, model apartments and related furnishings are capitalized as Property and equipment. Depreciation commences upon launch of the development and is recorded over the average term of one year subject to periodical analysis of asset impairment.
(xi) Tax effects and Transitory Tax Regime (RTT)
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The income tax and social contribution effects arising from the initial adoption of the Law and MP No. 449/08 were recorded based on the pre-existing tax regulations, when applicable.
The election of Gafisa S.A. and its subsidiaries elections to follow the provisions of the RTT, as provided for by MP No. 449/08, will be declared in the corporate income tax returns (DIPJ) for 2009.
(b) Use of estimates
The preparation of quarterly information requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the quarterly information and the reported amounts of revenues and expenses during the reporting period. The quarterly information includes estimates that are used to determine certain items, including, among others, the estimated costs of the ventures, allowance for doubtful accounts, warranty provision, provisions necessary for the impairment of assets, the provision for credits not recognized related to deferred tax, and the recognition of contingent liabilities. Actual results may differ from the estimates.
(c) Consolidation principles
The consolidated quarterly information includes the accounts of Gafisa S.A. and those of all of its subsidiaries (Note 8), with separate disclosure of the participation of minority shareholders. The proportional consolidation method is used for investments in jointly-controlled investees, which are all governed by shareholder agreements; as a consequence, assets, liabilities, revenues and costs are consolidated based on the proportion of the equity interest the Company holds in the capital of the investee.
All significant intercompany accounts and transactions are eliminated upon consolidation, including investments, current accounts, dividends receivable, income and expenses and unrealized results among consolidated companies.
Transactions and balances with related parties, shareholders and investees are disclosed in the respective notes.
The statement of changes in shareholders' equity reflects the changes in Gafisa S.A. (parent company).
3 Significant Accounting Practices
The more significant accounting practices adopted in the preparation of the quarterly information are as follows:
(a) Recognition of results
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(i) Real estate development and sales
Revenues, as well as costs and expenses directly related to real estate development units sold, are recognized over the course of the construction period of the projects, based on a financial measure of completion, and not at the time of execution of the agreements for the sale of units or the receipt of the amounts corresponding to the sale of units.
For completed units, the result is recognized when the sale is made, regardless of the receipt of the contractual amount, provided that the following conditions are met: (a) the result is determinable, that is, the collectibility of the sale price is reasonably assured or the amount that will not be collected can be estimated, and (b) the earnings process is virtually complete, that is, the Company is not obliged to perform significant activities after the sale to earn the profit. The collectibility of the sales price is demonstrated by the client's commitment to pay, which in turn is supported by initial and continuing investment.
In the sales of unfinished units, the following procedures and rules were observed:
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The taxes on the difference between the revenues from real estate development and the accumulated revenues subject to tax are calculated and recognized when the difference in revenues is recognized.
The other income and expenses, including advertising and publicity, are appropriated to the results as they are incurred using the accrual basis of accounting.
(ii) Construction services
Revenues from real estate services consist primarily of amounts received in connection with construction management activities for third parties, technical management and management of real estate. The revenues are recognized as services are rendered, net of the corresponding costs incurred, in the amounts of R$ 39,774 and R$ 21,725 (consolidated) and R$ 31,701 and R$ 13,783 (parent company) for the periods ended June 30, 2009 and 2008. For the quarters ended June 30, 2009 and 2008, the recognized amounts are R$ 21,629 and R$ 10,976 (consolidated) and R$ 17,856 and R$ 6,745 (parent company).
(iii) Revenues and costs related to barter transactions
Revenues, as well as costs incurred from barter transactions are appropriated to income over the construction period of the projects based on the financial measure of completion. In the period ended June 30, 2009, revenues and costs of these transactions, at same value, totaled R$ 20,054 (parent company) and R$ 24,547 (consolidated) (period ended June 30, 2008 R$ 24,580 (parent company) and R$ 25,355 (consolidated)). In the quarter ended June 30, 2009, such amounts totaled R$ 12,091 (parent company) and R$ 15,955 (consolidated) (quarter ended June 30, 2008 R$ 10,687 (parent company) and R$ 11,462 (consolidated)).
(b) Cash and cash equivalents
Consist primarily of bank certificates of deposit and investment funds, denominated in reais, having a ready market and original maturity of 90 days or less or in regard to which there are no penalties or other restrictions for early redemption, recognized at market value.
At June 30 and March 31, 2009, the amount related to investment funds is recorded at market value.
Investment funds in which the Company is the sole investor are fully consolidated.
(c) Receivables from clients
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These are stated at cost plus accrued interest and indexation adjustments, net of adjustment to present value. The allowance for doubtful accounts, when necessary, is provided in an amount considered sufficient by management to meet expected losses.
The installments due are indexed based on the National Civil Construction Index (INCC) during the construction phase, and based on the General Market Prices Index (IGP-M) after delivery of the units. The balance of accounts receivable (after delivery) generally accrues annual interest of 12%. The financial revenues are recorded in results under "Real estate development"; the interest recognized for the period and quarter ended June 30, 2009 and 2008 totaled R$19,531 and R$ 9,392, and R$ 9,122 and R$ 6,080 (parent company), and R$ 27,990 and R$ 19,157, and R$ 11,814 and R$ 11,171 (consolidated), respectively.
(d) Certificates of real estate receivables (CRIs)
The Company assigns receivables for the securitization and issuance of mortgage-backed securities ("CRI"). When this assignment does not involve right of recourse, it is recorded as a reduction of accounts receivable. When the transaction involves recourse against the Company, the accounts receivable sold is maintained on the balance sheet. The financial guarantees, when a participation is acquired (subordinated CRI) and maintained to secure the receivables that were assigned, are recorded in the balance sheet in Long-term receivables at fair value.
(e) Investment Fund of Receivables ("FIDC)
The Company consolidates Investment Funds of Receivables (FIDC) in which it holds subordinated quotas, subscribed and paid up by the Company in receivables.
Pursuant to CVM Instruction No. 408, the consolidation by the Company of the FDICs arises from the evaluation of the underlying and economic reality of these investments, considering, among others: (a) whether the Company still has control over the assigned receivables, (b) whether it still retains any right in relation to assigned receivables, (c) whether it still bears the risks and responsibilities for the assigned receivables, and (d) whether the Company fundamentally or usually pledges guarantees to FIDC investors in relation to the expected receipts and interests, even informally.
When consolidating the FIDC in its financial statements, the Company includes the receivables in the group of accounts of receivables from clients and the FIDC net worth is reflected in consolidated minority interests, the balance of subordinated quotas held by the Company being eliminated in this consolidation process.
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The financial costs of these transactions are appropriated on a pro rata basis under the adequate heading of financial expenses.
(f) Real estate credit certificate (CCI)
The Company carries out the assignment and/or securitization of receivables related to credits with statutory lien on completed real estate ventures. This securitization is carried out upon the issuance of the real estate credit certificate (CCI), which is assigned to financial institutions that grant credit.
(g) Properties for sale
Land is stated at cost of acquisition. Land is recorded only after the deed of property is registered. The Company also acquires land through barter transactions where, in exchange for the land acquired, it undertakes to deliver (a) real estate units under development or (b) part of the sales revenues originating from the sale of the real estate units. Land acquired through barter transaction is stated at fair value.
Properties are stated at construction cost, which does not exceed the net realizable value. In the case of real estate developments in progress, the portion in inventories corresponds to the cost incurred for units that have not yet been sold. The cost comprises construction (materials, own or outsourced labor and other related items) and land, including financial charges appropriated to the development as incurred during the construction phase.
When the cost of construction of properties for sale exceeds the expected cash flow from sales, once completed or still under construction, an impairment charge is recognized in the period when the book value is considered no longer to be recoverable. This analysis is consistently applied to residential ventures targeted at the low, medium and high income markets, regardless of their geographic region or construction phase.
Properties for sale are reviewed to evaluate the recovery of the book value of each real estate development when events or changes in macroeconomic scenarios indicate that the book value may not be recoverable. If the book value of a real estate development is not recoverable, compared to its realizable value through expected cash flows, a provision is recorded.
The Company capitalizes interest on developments during the construction phase, arising from the National Housing System and other credit lines that are used for financing the construction of developments (limited to the corresponding financial expense amount). Interest capitalized for the period ended June 30, 2009 totaled R$ 28,861 (parent company) and R$ 50,136 (consolidated) (March 31, 2009 R$ 16,292 (parent company) and R$ 24,236 (consolidated)). In the quarter ended June 30, 2009, the capitalized amount totaled R$ 12,569 (parent company) and R$ 25,900 (consolidated).
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(h) Deferred selling expenses
These include brokerage expenditures, recorded in results following the same percentage-of-completion criteria adopted for the recognition of revenues. The charges related to sales commission due by the buyer are not recognized as revenue or expense of the Company.
(i) Warranty provision
At June 30 and March 31, 2009, the Company and its subsidiaries had a provision to cover expenditures for repairing construction defects during the warranty period, amounting to R$ 14,452 and R$ 13,257 (consolidated), respectively, except for the subsidiaries that operate with outsourced companies, which are themselves guarantors of the construction services provided. The warranty period is five years from the delivery of the unit.
(j) Prepaid expenses
These refer to sundry expenses which are taken to income over in the period to which they relate.
(k) Property and equipment
Stated at cost. Depreciation is calculated on the straight-line method based on the estimated useful life of the assets, as follows: vehicles - 5 years; (ii) furniture, fixtures and other installations - 10 years; and (iii) sales stands, model apartments and related furnishings - 1 year.
(l) Intangible assets
Intangible assets relate to the acquisition and development of computer systems and software licenses, stated at acquisition cost, and are amortized over a period of up to five years.
(m) Investments in subsidiaries and jointly-controlled investees
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(i) Net equity value
If the Company holds more than half of the voting capital of another company, the latter is considered a subsidiary and is consolidated. In situations where shareholder agreements grant the other party veto rights affecting the Company's business decisions with regards to its subsidiary, such affiliates are considered to be jointly-controlled companies and are recorded on the equity method.
Cumulative movements after acquisitions are recorded in the investment account. Unrealized gains or transactions between Gafisa S.A. and its associated and subsidiary companies are eliminated in proportion to the Companys interest; unrealized losses are also eliminated, unless the transaction provides evidence of impairment of the asset transferred.
When the Company's interest in the losses of subsidiaries is equal to or higher than the amount invested, the Company recognizes the residual portion of the net capital deficiency since it assumes obligations to make payments on behalf of these companies or makes advances for future capital increase.
The accounting practices of acquired subsidiaries are aligned with those of the parent company, in order to ensure consistency.
(ii) Goodwill and negative goodwill on the acquisition of investments
The Companys investments in subsidiaries include goodwill when the acquisition cost exceeds the book value of net tangible assets of the acquired subsidiary and negative goodwill when the acquisition cost is lower.
Up to December 31, 2008, the goodwill was amortized in accordance with the underlying economic basis which considers factors such as the land bank, the ability to generate results from developments launched and/or to be launched and other inherent factors. Pursuant to OCPC02, from January 1, 2009 goodwill is no longer amortized in results for the period.
The Company annually evaluates at the balance sheet date whether there are any indications of permanent loss and potential adjustments to measure the unamortized portion of recorded goodwill, and makes an impairment provision, if required, to adjust the carrying value of goodwill to recoverable amounts or to realizable values. If the book value exceeds the recoverable amount, the amount thereof is reduced.
Goodwill that cannot be justified economically is immediately charged to results for the year.
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Negative goodwill that is justified economically is appropriated to results as the assets which originated it are realized. Negative goodwill that is not justified economically is recognized in results only upon disposal of the investment.
(n) Obligations for purchase of land and advances from clients (barter transactions)
These are contractual obligations established for purchases of land in inventory (Properties for sale) which are stated at amortized cost plus interest and charges proportional to the period (pro rata basis), when applicable, net of adjustment to present value.
The obligations related to barter transactions of land in exchange for real estate units are stated at fair value, as Advances from clients.
(o) Selling expenses
Selling expenses include advertising, promotion, brokerage fees and similar expenses, appropriated to results when incurred.
(p) Taxes on income
Taxes on income in Brazil comprise Federal income tax (25%) and social contribution (9%), as recorded in the statutory accounting records, for entities on the taxable profit regime, for which the composite statutory rate is 34%. Deferred taxes are provided on all temporary tax differences.
As permitted by tax legislation, certain subsidiaries and jointly-controlled companies, the annual billings of which were lower than a specified amount, opted for the presumed profit regime. For these companies, the income tax basis is calculated at the rate of 8% on gross revenues plus financial income and for the social contribution basis at 12% on gross revenues plus financial income, upon which the income tax and social contribution rates, 25% and 9%, respectively, are applied.
The deferred tax assets are recognized to the extent that future taxable income is expected to be available to be used to offset temporary differences based on the budgeted future results prepared using internal assumptions. New circumstances and economic scenarios may, therefore change the estimates.
Deferred tax assets arising from net operating losses have no expiration dates, but offset is restricted to 30% of annual taxable income. Entities taxed on the presumed profit regime cannot offset prior year losses against tax payable.
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In the event realization of deferred tax assets is not considered to be probable, no amount is recorded (Note 15).
(q) Other current and long-term liabilities
These liabilities are stated on the accrual basis at their known or estimated amounts, plus, when applicable, the corresponding indexation charges and foreign exchange gains and losses.
The liability for future compensation of employee vacations earned is fully accrued. Gafisa S.A. and its subsidiaries do not offer private pension or retirement plans to employees.
(r) Stock option plans
The fair value of services received from the plan participants, in exchange for options, is determined in relation to the fair value of shares, on the grant date of each plan. and recognized as expense through the vesting date.
(s) Profit sharing program for employees and officers
The Company provides for the distribution of profit sharing benefits and bonuses to employees recognized in results in General and administrative expenses.
Additionally, the Company's bylaws establish the distribution of profit sharing to executive officers (in an amount that does not exceed the lower of (i) their annual compensation or (ii) 10% of the Company's net income).
The bonus systems operate on a three-tier performance-based structure in which the corporate efficiency targets as approved by the Board of Directors must first be achieved, followed by targets for the business units and finally individual performance targets.
(t) Present value adjustment
Certain asset and liability items were adjusted to present value based on discount rates that reflect management's best estimate of the value of money over time and the specific risks of the asset and the liability.
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(u) Cross-currency interest rate swap and derivative transactions
The Company has derivative instruments for the purposes of mitigating the risk of its exposure to the volatility of currencies, indices and interest rates, recognized at fair value directly in income. In accordance with its treasury policies, the Company does not acquire or issue derivative financial instruments for speculative purposes.
(v) Financial liabilities recorded at fair value
The Company recorded certain loans denominated in foreign currency as financial liabilities at fair value through income. These transactions are directly linked to the cross-currency interest rate swaps described in the preceding item and are recognized at market value. Changes in the market value of financial liabilities are directly recognized in results.
(w) Impairment of financial assets
At each balance sheet date, or when events or changes in circumstances indicate that the carrying value of an asset or group of assets may not be recoverable, the Company evaluates whether there are any indications of impairment of a financial asset or group of financial assets in relation to the market value, and its ability to generate positive cash flows to support its realization. A financial asset or group of financial assets is considered impaired when there is objective evidence of a decrease in recoverable value as a result of one or more events that occurred after the initial recognition of the asset, which impact estimated future cash flows.
(x) Earnings per share
Earnings per share are calculated based on the number of shares outstanding at the end of each period, net of treasury shares.
(y) Reclassification
At June 30, 2009, the Company changed, with retroactive application (reclassification of the balances as of March 31, 2009), the criterion adopted for separation of Receivables from clients into current and long term, in order to improve the presentation of quarterly information, as provided for in the CVM Resolution No. 506.
4 Cash and Cash Equivalents
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Parent company | Consolidated | |||||||
6/30/2009 | 3/31/2009 | 6/30/2009 | 3/31/2009 | |||||
Cash and cash equivalents | ||||||||
Cash and banks | 22,278 | 42,378 | 129,543 | 120,169 | ||||
Cash equivalents | ||||||||
Investment funds | 1,410 | 2,202 | 18,015 | 63,932 | ||||
Securities purchased under agreement to resell | 77,978 | 1,004 | 13,111 | 10,170 | ||||
Bank Certificates of Deposits CDBs | 43,240 | 18,230 | 754,530 | 195,376 | ||||
Total cash and cash equivalents | 144,906 | 63,814 | 915,199 | 389,647 | ||||
Restricted cash in guarantee of loans | 87,055 | 34,370 | 141,113 | 111,131 | ||||
Total financial investments | 209,683 | 55,806 | 926,769 | 380,609 | ||||
Total cash and cash equivalents | 231,961 | 98,184 | 1,056,312 | 500,778 | ||||
At June 30, 2009, Bank Deposit Certificates CDBs include earned interest from 94% to 105% (March 31, 2009 - 95% to 107%) invested in first class financial institutions.
Pursuant to CVM Instruction No. 408/04, financial investments in investment funds in which the Company has an exclusive interest are consolidated.
5 Receivables from clients
Parent company | Consolidated | |||||||
6/30/2009 | 3/31/2009 | 6/30/2009 | 3/31/2009 | |||||
(reclassified) | (reclassified) | |||||||
Current | 482,092 | 448,568 | 989,326 | 982,861 | ||||
Non-current | 767,292 | 645,147 | 1,924,000 | 1,610,739 | ||||
Total net of adjustment to present value | 1,249,384 | 1,093,715 | 2,913,326 | 2,593,600 | ||||
Adjustment to present value (informative) | (20,333) | (20,045) | (68,139) | (62,901) | ||||
The balance of accounts receivable from units sold and not yet delivered is limited to the portion of revenues accounted for net of the amounts already received.
The balances of advances from clients (development and services), which exceed the revenues recorded in the period, amount to R$ 123,592 in the consolidated at June 30, 2009 (March 31, 2009 - R$ 140,122), and are classified in Obligations for purchase of land and advances from clients.
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The allowance for doubtful accounts for Tenda totaled R$ 18,815 (consolidated) at June 30, 2009 and March 31, 2009, and is considered sufficient by the Company's management to cover future losses on the realization of accounts receivable of this subsidiary.
An allowance for doubtful accounts is not considered necessary, except for Tenda, since the history of losses on accounts receivable is insignificant. The Company's evaluation of the risk of loss takes into account that these credits refer mostly to developments under construction, where the transfer of the property deed only takes place after the settlement and/or negotiation of the client receivables.
The total reversal value of the adjustment to present value recognized in the real estate development revenue for the periods and quarters ended June 30, 2009 and 2008 amounted to R$ 979 and R$ 3,353 revenue, and R$ 2,250 and R$ (3,451) (parent company), and R$ (9,770) and R$ (1,887), and R$ (11,568) and R$ (10,118) (consolidated), respectively.
On March 31, 2009, the Company carried out a FIDC transaction, which consists of an assignment of a portfolio comprising select residential and commercial real estate receivables of Gafisa and its subsidiaries. This portfolio was assigned and transferred to Gafisa FIDC which issued Senior and Subordinated quotas. This first issuance of senior quotas was made through an offering restricted to qualified investors. Subordinated quotas were subscribed exclusively by Gafisa. Gafisa FDIC acquired the portfolio of receivables at a discount rate equivalent to the interest rate of finance contracts.
Gafisa FDIC will remunerate for performing, among other duties, the control of the receipt of receivables owned by the fund and the collection of past due receivables. The transaction structure provides for the substitution of Gafisa as collection agent in case of non-fulfillment of the responsibilities described in the collection service contract.
The Company assigned its receivables portfolio amounting to R$ 119,622 to Gafisa FIDC in exchange for cash, at the transfer date, discounted to present value, for R$ 88,664 (respectively, R$ 119,622 discounted to present value at March 31, 2009). The following two quota types were issued: Senior and Subordinated. The subordinated quotas were exclusively subscribed by Gafisa S.A., representing approximately 21% of the amount issued, totaling R$ 18,958 (present value) (Note 8). Senior and Subordinated quota receivables are indexed by IGP-M and incur interest at 12% per year.
The Company consolidated Gafisa FIDC in its financial statements, accordingly, it has included discloses at June 30, 2009 receivables amounting to R$ 76,845 in the group of accounts of receivables from clients, and R$ 58,771 is reflected in consolidated minority interests, the balance of subordinated quotas held by the Company being eliminated in this consolidation process.
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On June 26, 2009, the Company carried out a CCI transaction, which consists of an assignment of a portfolio comprising select residential real estate credits of Gafisa and its subsidiaries. The Company assigned its receivables portfolio amounting to R$ 89,102 in exchange for cash, at the transfer date, discounted to present value, of R$ 69,315, classified into the heading "Other Creditors - Credit Assignment".
Eight book-entry CCIs were issued, amounting to R$69,315 at the date of issue. These 8 CCIs are backed by Receivables falling due in installments up to June 26, 2014 (CCI-Investor).
CCI-Investor, pursuant to Article 125 of the Civil Code, will have a general guarantee represented by statutory lien on real estate units, as soon as the suspensive condition included in the registration takes place, in the record of the respective real estate units, (i) of the assignment of Receivables from the Assignors to SPEs, as provided for in Article 167, item II, (21) of Law No. 6,015, of December 31, 1973; and (ii) of the issue of CCI Investor by SPEs, as provided for in Article 18, paragraph 5 of Law No. 10,931/04.
As mentioned above Gafisa will be remunerated for performing, among other duties, the control of the receipt of receivables, underlying the CCIs, and the collection of past due receivables. The transaction structure provides for the substitution of Gafisa as collection agent in case of non-fulfillment of the responsibilities described in the collection service contract.
6 Properties for sale
Parent company | Consolidated | |||||||
6/30/2009 | 3/31/2009 | 6/30/2009 | 3/31/2009 | |||||
Land | 375,657 | 434,932 | 747,762 | 724,105 | ||||
Property under construction | 407,470 | 371,934 | 896,900 | 973,884 | ||||
Completed units | 41,456 | 34,000 | 145,263 | 150,237 | ||||
Total, net of adjustment to present value | 824,583 | 840,866 | 1,789,925 | 1,848,226 | ||||
Current portion | 598,103 | 685,620 | 1,250,203 | 1,429,411 | ||||
Non-current portion | 226,480 | 155,246 | 539,722 | 418,815 | ||||
Adjustment to present value (informative) | 23,615 | 22,140 | 16,624 | 13,221 |
The Company has undertaken commitments to build units bartered for land, accounted for based on the fair value of the bartered units. At June 30 and March 31, 2009, the balance of land acquired through barter transactions totaled R$ 48,091 and R$ 47,234 (parent company) and R$ 99,777 and R$ 99,208 (consolidated).
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As mentioned in Note 9, the balance of capitalized financial charges at June 30 and March 31, 2009 amounts to R$ 76,987 and R$ 75,153 (parent company) and R$ 97,238 and R$ 91,254 (consolidated).
The adjustment to present value in properties for sale refers to the adjustment to present value of Obligations for purchase of Land without effect on results (Note 13).
7 Other accounts receivable
Parent company | Consolidated | |||||||
6/30/2009 | 3/31/2009 | 6/30/2009 | 3/31/2009 | |||||
Current accounts related to | ||||||||
real estate ventures (*) | 111,491 | 151,994 | 11,620 | 71,181 | ||||
Advances to suppliers | 2,992 | 8,817 | 42,571 | 46,937 | ||||
Credit assignment receivable | 4,093 | 8,019 | 4,087 | 8,014 | ||||
Client financing to be released | 4,392 | 4,392 | 4,700 | 5,009 | ||||
Deferred Pis and Cofins | 6,416 | 6,416 | 10,264 | 14,042 | ||||
Recoverable taxes | 9,424 | 10,542 | 26,460 | 24,513 | ||||
Advances for future capital increase | 48,035 | 52,636 | - | - | ||||
Loan | 13,583 | 13,154 | - | - | ||||
Other | 9,705 | 2,297 | 10,762 | 67,839 | ||||
210,131 | 258,267 | 110,464 | 237,535 | |||||
Current portion | 189,515 | 244,278 | 78,141 | 137,787 | ||||
Non-current portion | 20,616 | 13,989 | 32,323 | 99,748 |
(*) The Company participates in the development of real estate ventures with other partners, directly or through related parties, based on the constitution of condominiums and/or consortia. The management structure of these enterprises and the cash management are centralized in the lead partner of the enterprise, which manages the construction schedule and budgets. Thus, the lead partner ensures that the investments of the necessary funds are made and allocated as planned. The sources and use of resources of the venture are reflected in these balances, observing the respective participation percentage, which are not subject to indexation or financial charges and do not have a predetermined maturity date. The average term for the development and completion of the projects in which the resources are invested is between 24 and 30 months. Other payables to partners of real estate ventures are presented separately.
As mentioned in Note 1, on June 29, 2009, Gafisa S.A. and Construtora Tenda S.A. entered into a Private Instrument for Assignment and Transfer of Quotas and Other Covenants, in which Gafisa assigns and transfers to Tenda 41,341,895 quotas of Cotia1 Empreendimento Imobiliário for the net book value of R$ 41,342 (recognized in Current accounts related to real estate ventures), payable in 36 monthly installments from March 2010 to March 2013. The amount of each installment will be increased by interests at 0.6821% per month, and monetary adjustment equivalent to the positive variation of the IGPM.
Page: 19
8 Investments in subsidiaries
In January 2007, upon the acquisition of 60% of AUSA, arising from the merger of Catalufa Participações Ltda., a capital increase of R$ 134,029 was approved upon the issuance for public subscription of 6,358,116 common shares. This transaction generated goodwill of R$ 170,941 recorded based on expected future profitability, which was being amortized exponentially and progressively up to December 31, 2008 to match the estimated profit before taxes of AUSA on the accrual basis of accounting. From January 1, 2009, the goodwill on the acquisition of AUSA is no longer amortized according to the new accounting practices; however, it will be evaluated, at least annually, for impairment and potential losses. The Company has a commitment to purchase the remaining 40% of AUSA's capital stock based on the fair value of AUSA, evaluated at the future acquisition dates, the purchase consideration for which cannot yet be calculated and, consequently, is not recognized. The contract for acquisition provides that the Company undertakes to purchase the remaining 40% of AUSA in the following five years (20% in January 2010 and 20% in January 2012) for settlement in cash or shares, at the Company's sole discretion.
On October 26, 2007, the Company acquired 70% of Cipesa and Gafisa S.A. and Cipesa incorporated a new company, Cipesa Empreendimentos Imobiliários Ltda. ("Nova Cipesa"), in which the Company holds a 70% interest and Cipesa has 30%. Gafisa S.A. made a contribution in Nova Cipesa of R$ 50,000 in cash and acquired the shares which Cipesa held in Nova Cipesa amounting for R$ 15,000, paid on October 26, 2008. Cipesa is entitled to receive from the Company a variable portion corresponding to 2% of the Total Sales Value (VGV), as defined, of the projects launched by Nova Cipesa through 2014, not to exceed R$ 25,000. Accordingly, the Companys purchase consideration totaled R$ 90,000 and goodwill amounting to R$ 40,686 was recorded, based on expected future profitability. From January 1, 2009, according to the new accounting practices, the goodwill on the acquisition of Nova Cipesa will be evaluated, at least annually for impairment and potential losses.
In November 2007, the Company acquired for R$ 40,000 the remaining interest in certain ventures with Redevco do Brasil Ltda. ("Redevco"). As a result of this transaction, the Company recognized negative goodwill of R$ 31,235, based on expected future profitability, which is being amortized exponentially and progressively up to March 31, 2009, based on the estimated profit before taxes on net income of these SPEs. In the period ended June 30, 2009, the Company amortized negative goodwill amounting to R$ 3,901 arising from the acquisition of these SPEs (June 30, 2008 R$ 5,634).
Page: 20
As mentioned in Note 1, on October 21, 2008, as part of the acquisition of its interest in Tenda, the Company contributed the net assets of Fit Residencial amounting to R$ 411,241, acquiring 60% of the shareholders' equity of Tenda, which at that date presented shareholders' equity book value of R$ 1,036,072, with an investment of R$ 621,643. The sale of the 40% quotas of Fit Residencial to Tenda shareholders in exchange for the Tenda shares generated negative goodwill of R$ 210,402, which is based on expected future results, reflecting the gain on the sale of the interest in Fit Residencial (gain on the exchange of shares). This negative goodwill is being amortized over the average construction period (through delivery of the units) of the real estate ventures of Fit Residencial at October 21, 2008. In the period ended June 30, 2009, the Company amortized R$ 105,200 of gain on partial sale of Fit Residencial.
(a) Ownership interests
(i) Information on investees
Interest - % | Shareholders equity | Net income (loss) | ||||||||||
Investees | Jun/09 | Mar/09 | Jun/09 | Mar/09 | Jun/09 | Jun/08 | ||||||
Tenda | 60.00 | 60.00 | 1,101,190 | 1,077,488 | 34,446 | - | ||||||
Fit Residencial | - | - | - | - | - | 117 | ||||||
SPE Cotia | - | 100.00 | - | 83,663 | 272 | - | ||||||
Bairro Novo | 50.00 | 50.00 | - | - | - | (8,885) | ||||||
AUSA | 60.00 | 60.00 | 72,411 | 64,809 | 2,683 | 16,631 | ||||||
Cipesa Holding | 70.00 | 70.00 | 42,895 | 62,121 | (615) | (348) | ||||||
Península SPE1 S.A. | 50.00 | 50.00 | (4,480) | (785) | (3,342) | 124 | ||||||
Península SPE2 S.A. | 50.00 | 50.00 | 83 | 631 | (15) | (1,307) | ||||||
Res. das Palmeiras SPE Ltda. | 100.00 | 100.00 | 2,211 | 2,299 | (79) | (145) | ||||||
Gafisa SPE 27 Ltda | 100.00 | - | 13,949 | - | (943) | - | ||||||
Gafisa SPE 28 Ltda | 100.00 | - | (3,572) | - | (1,863) | - | ||||||
Gafisa SPE 30 Ltda | 100.00 | - | 18,089 | - | (474) | - | ||||||
Gafisa SPE 31 Ltda | 100.00 | - | 26,804 | - | (628) | - | ||||||
Gafisa SPE 35 Ltda | 100.00 | - | 6,558 | - | (109) | - | ||||||
Gafisa SPE 36 Ltda | 100.00 | - | 4,138 | - | (1,157) | - | ||||||
Gafisa SPE 37 Ltda | 100.00 | - | 3,504 | - | (655) | - | ||||||
Gafisa SPE 38 Ltda | 100.00 | - | 6,874 | - | 48 | - | ||||||
Gafisa SPE 39 Ltda | 100.00 | - | 7,142 | - | 797 | - | ||||||
Gafisa SPE 41 Ltda | 100.00 | - | 28,706 | - | (5,758) | - | ||||||
Villagio Trust | 50.00 | - | 4,164 | - | (692) | - | ||||||
Gafisa SPE 40 Ltda. | 50.00 | 50.00 | 5,416 | 5,264 | (135) | 1,177 | ||||||
Gafisa SPE 42 Ltda. | 50.00 | 50.00 | 15,145 | 8,060 | 5,144 | 2,465 | ||||||
Gafisa SPE 44 Ltda. | 40.00 | 40.00 | (478) | (436) | (100) | (123) | ||||||
Gafisa SPE 45 Ltda. | 100.00 | 99.80 | (151) | (450) | (1,207) | - | ||||||
Gafisa SPE 46 Ltda. | 60.00 | 60.00 | 7,479 | 5,578 | (180) | 2,371 | ||||||
Gafisa SPE 47 Ltda. | 80.00 | 80.00 | 12,987 | 8,272 | (107) | (6) | ||||||
Gafisa SPE 48 Ltda. | 100.00 | 99.80 | - | 24,304 | 1,674 | 3,087 | ||||||
Gafisa SPE 49 Ltda. | 100.00 | 99.80 | 206 | (58) | (3) | (4) | ||||||
Gafisa SPE 53 Ltda. | 80.00 | 80.00 | 3,771 | 3,234 | 779 | 1,070 |
Page: 21
Interest - % | Shareholders equity | Net income (loss) | ||||||||||
Investees | Jun/09 | Mar/09 | Jun/09 | Mar/09 | Jun/09 | Jun/08 | ||||||
Gafisa SPE 55 Ltda. | 100.00 | 99.80 | - | 23,245 | 2,776 | (1,098) | ||||||
Gafisa SPE 65 Ltda. | 80.00 | 70.00 | 2,987 | 3,021 | 140 | (764) | ||||||
Gafisa SPE 68 Ltda. | 100.00 | 99.80 | - | - | - | (1) | ||||||
Gafisa SPE 72 Ltda. | 80.00 | 60.00 | 902 | 879 | (1) | - | ||||||
Gafisa SPE 73 Ltda. | 80.00 | 70.00 | 2,922 | 2,913 | (48) | (1) | ||||||
Gafisa SPE 74 Ltda. | 100.00 | 99.80 | (341) | (337) | (11) | (1) | ||||||
Gafisa SPE 59 Ltda. | 100.00 | 99.80 | (3) | (3) | (2) | - | ||||||
Gafisa SPE 76 Ltda. | 50.00 | 99.80 | - | - | - | (1) | ||||||
Gafisa SPE 78 Ltda. | 100.00 | 99.80 | - | - | - | (1) | ||||||
Gafisa SPE 79 Ltda. | 100.00 | 99.80 | (2) | (1) | (2) | (1) | ||||||
Gafisa SPE 75 Ltda. | 100.00 | 99.80 | (44) | (32) | (17) | - | ||||||
Gafisa SPE 80 Ltda. | 100.00 | 99.80 | (1) | - | (2) | - | ||||||
Gafisa SPE-85 Empr. Imob. | 80.00 | 60.00 | 3,756 | 2,543 | 1,451 | - | ||||||
Gafisa SPE-86 Ltda. | 50.00 | 99.80 | 740 | (249) | (476) | - | ||||||
Gafisa SPE-81 Ltda. | 100.00 | 99.80 | 1 | 1 | - | - | ||||||
Gafisa SPE-82 Ltda. | 100.00 | 99.80 | 1 | 1 | - | - | ||||||
Gafisa SPE-83 Ltda. | 100.00 | 99.80 | 1 | 1 | - | - | ||||||
Gafisa SPE-87 Ltda. | 100.00 | 99.80 | 1 | 1 | - | - | ||||||
Gafisa SPE-88 Ltda. | 100.00 | 99.80 | 1,794 | 1 | - | - | ||||||
Gafisa SPE-89 Ltda. | 100.00 | 99.80 | 19,860 | 1 | (1,072) | - | ||||||
Gafisa SPE-90 Ltda. | 100.00 | 99.80 | 1 | 1 | - | - | ||||||
Gafisa SPE-84 Ltda. | 100.00 | 99.80 | 1 | 1 | - | - | ||||||
Dv Bv SPE S.A. | 50.00 | 50.00 | 459 | (428) | 897 | 36 | ||||||
DV SPE S.A. | 50.00 | 50.00 | 1,730 | 955 | 799 | 21 | ||||||
Gafisa SPE 22 Ltda. | 100.00 | 100.00 | 5,972 | 5,848 | 526 | 167 | ||||||
Gafisa SPE 29 Ltda. | 70.00 | 70.00 | 114 | 234 | (142) | 243 | ||||||
Gafisa SPE 32 Ltda. | 80.00 | 80.00 | 351 | 123 | 131 | (18) | ||||||
Gafisa SPE 69 Ltda. | 100.00 | 99.80 | 1,917 | (460) | (224) | - | ||||||
Gafisa SPE 70 Ltda. | 55.00 | 55.00 | 12,686 | 12,150 | (62) | (1) | ||||||
Gafisa SPE 71 Ltda. | 80.00 | 70.00 | 1,932 | 1,367 | 943 | - | ||||||
Gafisa SPE 50 Ltda. | 80.00 | 80.00 | 9,755 | 7,675 | 2,750 | 1,146 | ||||||
Gafisa SPE 51 Ltda. | 95.00 | 95.00 | - | 25,893 | 8,096 | 4,220 | ||||||
Gafisa SPE 61 Ltda. | 100.00 | 99.80 | (17) | (15) | (2) | (14) | ||||||
Tiner Empr. e Part. Ltda. | 45.00 | 45.00 | 23,007 | 29,476 | (2,371) | 5,298 | ||||||
O Bosque Empr. Imob. Ltda. | 60.00 | 30.00 | 8,892 | 9,172 | (679) | - | ||||||
Alta Vistta | 50.00 | 50.00 | 4,381 | 5,524 | 953 | 1,425 | ||||||
Dep. José Lages | 50.00 | 50.00 | 577 | 281 | 692 | 6 | ||||||
Sitio Jatiuca | 50.00 | 50.00 | 5,255 | 2,821 | 3,997 | 1,442 | ||||||
Spazio Natura | 50.00 | 50.00 | 1,400 | 1,400 | (1) | (11) | ||||||
Parque Águas | 50.00 | 50.00 | (724) | (1,113) | 568 | (1,199) | ||||||
Parque Arvores | 50.00 | 50.00 | (987) | (1,669) | 314 | (901) | ||||||
Dubai Residencial | 50.00 | 50.00 | 6,428 | 5,172 | 101 | - | ||||||
Cara de Cão | 65.00 | 65.00 | - | 47,456 | 2,319 | (1) | ||||||
Costa Maggiore | 50.00 | 50.00 | 2.994 | 3,301 | 1,065 | 4,447 | ||||||
Gafisa SPE-91 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-92 Ltda. | 100.00 | 100.00 | (83) | 1 | (84) | - | ||||||
Gafisa SPE-93 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-94 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-95 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-96 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-97 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-100 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-101 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-102 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-103 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-104 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-105 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - |
Page: 22
Interest - % | Shareholders equity | Net income (loss) | ||||||||||
Investees | Jun/09 | Mar/09 | Jun/09 | Mar/09 | Jun/09 | Jun/08 | ||||||
Gafisa FIDC | 100.00 | 100.00 | 18,074 | 18,958 | - | - |
(ii) Recorded balances
Interest - % | Investments | Equity in earnings (losses) | ||||||||||
Investees | Jun/09 | Mar/09 | Jun/09 | Mar/09 | Jun/09 | Jun/08 | ||||||
Tenda | 60.00 | 60.00 | 660,632 | 645,164 | 23,303 | - | ||||||
Fit Residencial | - | - | - | - | - | 117 | ||||||
Bairro Novo | 50.00 | 50.00 | - | - | - | (4,441) | ||||||
SPE Cotia | - | 100.00 | 41,832 | 136 | ||||||||
AUSA | 60.00 | 60.00 | 43,447 | 38,886 | 1,920 | 9.979 | ||||||
Cipesa Holding | 70.00 | 70.00 | 42,895 | 43,412 | (615) | (348) | ||||||
746,974 | 769,294 | 24,744 | 5,307 | |||||||||
Península SPE1 S.A. | 50.00 | 50.00 | (2,240) | (392) | (1,671) | 62 | ||||||
Península SPE2 S.A. | 50.00 | 50.00 | 42 | 316 | (8) | (654) | ||||||
Res. das Palmeiras SPE Ltda. | 100.00 | 100.00 | 2,211 | 2,299 | (79) | (131) | ||||||
Gafisa SPE 27 Ltda | 100.00 | - | 13,949 | - | (943) | - | ||||||
Gafisa SPE 28 Ltda | 100.00 | - | (3,572) | - | (1,863) | - | ||||||
Gafisa SPE 30 Ltda | 100.00 | - | 18,089 | - | (474) | - | ||||||
Gafisa SPE 31 Ltda | 100.00 | - | 26,804 | - | (628) | - | ||||||
Gafisa SPE 35 Ltda | 100.00 | - | 6,558 | - | (109) | - | ||||||
Gafisa SPE 36 Ltda | 100.00 | - | 4,138 | - | (1,157) | - | ||||||
Gafisa SPE 37 Ltda | 100.00 | - | 3,504 | - | (655) | - | ||||||
Gafisa SPE 38 Ltda | 100.00 | - | 6,874 | - | 48 | - | ||||||
Gafisa SPE 39 Ltda | 100.00 | - | 7,142 | - | 797 | - | ||||||
Gafisa SPE 41 Ltda | 100.00 | - | 28,706 | - | (5,758) | - | ||||||
Villagio Trust | 50.00 | - | 2,082 | - | (346) | - | ||||||
Gafisa SPE 40 Ltda. | 50.00 | 50.00 | 2,708 | 2,632 | (213) | 589 | ||||||
Gafisa SPE 42 Ltda. | 50.00 | 50.00 | 7,573 | 4,030 | 2,574 | 1,234 | ||||||
Gafisa SPE 59 Ltda. | 100.00 | 99.80 | (3) | (3) | (2) | - | ||||||
Gafisa SPE 44 Ltda. | 40.00 | 40.00 | (191) | (174) | (40) | (49) | ||||||
Gafisa SPE 45 Ltda. | 100.00 | 99.80 | (151) | (450) | (151) | - | ||||||
Gafisa SPE 46 Ltda. | 60.00 | 60.00 | 4,487 | 3,455 | (251) | 1,423 | ||||||
Gafisa SPE 47 Ltda. | 80.00 | 80.00 | 10,389 | 6,618 | (86) | (5) | ||||||
Gafisa SPE 48 Ltda. | 100.00 | 99.80 | - | 24,304 | 993 | 3,082 | ||||||
Gafisa SPE 49 Ltda. | 100.00 | 99.80 | 206 | (58) | (3) | (4) | ||||||
Gafisa SPE 53 Ltda. | 80.00 | 80.00 | 3,017 | 2,587 | 262 | 642 | ||||||
Gafisa SPE 55 Ltda. | 100.00 | 99.80 | - | 23,245 | 2,776 | (1,096) | ||||||
Gafisa SPE 65 Ltda. | 80.00 | 70.00 | 2,390 | 2,412 | (185) | (535) | ||||||
Gafisa SPE 68 Ltda. | 100.00 | 99.80 | (0) | - | - | (1) | ||||||
Gafisa SPE 72 Ltda. | 80.00 | 60.00 | 722 | 703 | (540) | - | ||||||
Gafisa SPE 73 Ltda. | 80.00 | 70.00 | 2,338 | 2,330 | (492) | (1) | ||||||
Gafisa SPE 74 Ltda. | 100.00 | 99.80 | (341) | (337) | (11) | (1) | ||||||
Gafisa SPE 76 Ltda. | 50.00 | 99.80 | - | - | - | (1) | ||||||
Gafisa SPE 78 Ltda. | 100.00 | 99.80 | - | - | - | (1) | ||||||
Gafisa SPE 79 Ltda. | 100.00 | 99.80 | (2) | (1) | (2) | (1) | ||||||
Gafisa SPE 75 Ltda. | 100.00 | 99.80 | (44) | (32) | (17) | - | ||||||
Gafisa SPE 80 Ltda. | 100.00 | 99.80 | (1) | - | (2) | - | ||||||
Gafisa SPE-85 Empr. Imob. | 80.00 | 60.00 | 3,004 | 2,034 | 961 | - | ||||||
Gafisa SPE-86 Ltda. | 50.00 | 99.80 | 370 | (124) | (197) | - |
Page: 23
Interest - % | Investments | Equity in earnings (losses) | ||||||||||
Investees | Jun/09 | Mar/09 | Jun/09 | Mar/09 | Jun/09 | Jun/08 | ||||||
Gafisa SPE-81 Ltda. | 100.00 | 99.80 | 1 | 1 | - | - | ||||||
Gafisa SPE-82 Ltda. | 100.00 | 99.80 | 1 | 1 | - | - | ||||||
Gafisa SPE-83 Ltda. | 100.00 | 99.80 | 1 | 1 | - | - | ||||||
Gafisa SPE-87 Ltda. | 100.00 | 99.80 | 1 | 1 | - | - | ||||||
Gafisa SPE-88 Ltda. | 100.00 | 99.80 | 1,794 | 1,791 | - | - | ||||||
Gafisa SPE-89 Ltda. | 100.00 | 99.80 | 19,860 | 1 | (1,072) | - | ||||||
Gafisa SPE-90 Ltda. | 100.00 | 99.80 | 1 | 1 | - | - | ||||||
Gafisa SPE-84 Ltda. | 100.00 | 99.80 | 1 | 1 | - | - | ||||||
Dv Bv SPE S.A. | 50.00 | 50.00 | 229 | 477 | 449 | 18 | ||||||
DV SPE S.A. | 50.00 | 50.00 | 865 | (214) | 399 | 11 | ||||||
Gafisa SPE 22 Ltda. | 100.00 | 100.00 | 5,972 | 5,848 | 526 | 167 | ||||||
Gafisa SPE 29 Ltda. | 70.00 | 70.00 | 80 | 164 | (100) | 170 | ||||||
Gafisa SPE 32 Ltda. | 80.00 | 80.00 | 281 | 98 | 105 | (14) | ||||||
Gafisa SPE 69 Ltda. | 100.00 | 99.80 | 1,917 | (460) | (224) | - | ||||||
Gafisa SPE 70 Ltda. | 55.00 | 55.00 | 6,977 | 6,683 | (34) | (1) | ||||||
Gafisa SPE 71 Ltda. | 80.00 | 70.00 | 1,545 | 1,094 | 522 | - | ||||||
Gafisa SPE 50 Ltda. | 80.00 | 80.00 | 7,804 | 6,140 | 2,012 | 917 | ||||||
Gafisa SPE 51 Ltda. | 95.00 | 95.00 | - | 24,599 | 7,411 | 3,798 | ||||||
Gafisa SPE 61 Ltda. | 100.00 | 99.80 | (17) | (15) | (2) | (14) | ||||||
Tiner Empr. e Part. Ltda. | 45.00 | 45.00 | 10,353 | 13,264 | (1,678) | 2,384 | ||||||
O Bosque Empr. Imob. Ltda. | 60.00 | 30.00 | 5,335 | 5,503 | 339 | - | ||||||
Alta Vistta | 50.00 | 50.00 | 2,191 | 2,762 | 477 | 713 | ||||||
Dep. José Lages | 50,00 | 50.00 | 289 | 141 | 272 | 3 | ||||||
Sitio Jatiuca | 50.00 | 50.00 | 2,628 | 1,411 | 1,998 | 721 | ||||||
Spazio Natura | 50.00 | 50.00 | 700 | 700 | - | (6) | ||||||
Parque Águas | 50.00 | 50.00 | (362) | (556) | 285 | (600) | ||||||
Parque Arvores | 50.00 | 50.00 | (494) | (834) | 161 | (451) | ||||||
Dubai Residencial | 50.00 | 50.00 | 3,214 | 2,586 | 51 | - | ||||||
Cara de Cão (**) | - | 65.00 | - | 30,846 | 4,139 | (1) | ||||||
Costa Maggiore | 50.00 | 50.00 | 1,497 | 1,650 | (449) | 2,224 | ||||||
Gafisa SPE-91 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-92 Ltda. | 100.00 | 100.00 | (83) | 1 | (82) | - | ||||||
Gafisa SPE-93 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-94 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-95 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-96 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-97 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-98 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-99 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-100 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-101 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-102 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-103 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-104 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa SPE-105 Ltda. | 100.00 | 100.00 | 1 | 1 | - | - | ||||||
Gafisa FIDC | 100.00 | 100.00 | 16,865 | 18,958 | - | - | ||||||
240,818 | 198,029 | 8,033 | 14,591 | |||||||||
987,792 | 967,323 | 32,777 | 19,898 | |||||||||
Provision for loss on investments | 7,187 | 3,776 | ||||||||||
Subtotal | 994,979 | 971,099 | ||||||||||
Other investments (*) | 314,664 | 315,316 |
Page: 24
Interest - % | Investments | Equity in earnings (losses) | ||||||||||
Investees | Jun/09 | Mar/09 | Jun/09 | Mar/09 | Jun/09 | Jun/08 | ||||||
CPC adjustments | - | - | (13,298) | |||||||||
Total investments | 1,309,643 | 1,286,415 | 32,777 | 6,600 | ||||||||
(*) As a result of the setting up in January 2008 of a special partnership (SCP), the company started to hold quotas in such partnership that totaled R$ 314,664 (March 31, 2009 R$ 315,316) at June 30, 2009, as described in Note 11.
(**) In the quarter ended June 30, 2009, a transfer of quotas of this Company to the SCP was made for the respective net book value.
(b) Goodwill (negative goodwill) on acquisition of subsidiaries and deferred gain on partial sale of investments
6/30/2009 | ||||||
Accumulated | ||||||
Cost | amortization | Net | ||||
Goodwill | ||||||
AUSA | 170,941 | (18,085) | 152,856 | |||
Cipesa | 40,686 | - | 40,686 | |||
Other | 3,741 | (2,195) | 1,546 | |||
215,368 | (20,280) | 195,088 | ||||
6/30/2009 | ||||||
Amortization | ||||||
Cost | for the period | Net | ||||
Negative goodwill | ||||||
Redevco | (31,235) | 16,614 | (14,621) | |||
Deferred gain on partial sale of investment | ||||||
Tenda | (210,402) | 146,208 | (64,194) | |||
9 Loans and Financing, net of Cross-Currency Interest Rate Swaps
Page: 25
Parent company | Consolidated | |||||||||
Type of operation | Annual interest rates | 6/30/2009 | 03/31/2009 | 6/30/2009 | 3/31/2009 | |||||
Working capital | ||||||||||
Denominated in US$ (i) | 7% | - | 147,116 | - | 147,434 | |||||
Denominated in Yen (i) | 1.40% | 135,505 | 157,222 | 135,505 | 158,289 | |||||
Swaps - US$/CDI (ii) | US$ + 7%/104% CDI | - | (29,402) | - | (29,402) | |||||
Swaps - Yen/CDI (ii) | Yen + 1.4%/105% CDI | (14,352) | (40,068) | (14,352) | (40,068) | |||||
Other | 0.66% to 3.29% + CDI | 407,710 | 202,393 | 622,344 | 426,264 | |||||
528,863 | 437,261 | 743,497 | 662,517 | |||||||
National Housing System - SFH | TR + 6.2 % to 11.4% | 250,295 | 205,553 | 379,511 | 380,644 | |||||
Downstream merger | ||||||||||
obligations | TR + 10% to 12.0% | 5,399 | 6,781 | 5,399 | 6,781 | |||||
Other | TR + 6.2% | 5,011 | 4,168 | 6,444 | 9,986 | |||||
789,568 | 653,763 | 1,134,851 | 1,059,928 | |||||||
Current portion | 281,170 | 345,884 | 388,671 | 467,788 | ||||||
Non-current portion | 508,398 | 307,879 | 746,180 | 592,140 | ||||||
789,568 | 653,763 | 1,134,8 | 1,059,9 |
(i) Loans and financing measured at fair value through income (Note 16(a)(ii)).
(ii) Derivatives classified as financial assets at fair value through income (Note 16(a)(ii)).
Rates:
.. CDI Interbank Deposit Certificate.
.. TR Referential Rate.
.. Downstream merger obligations correspond to debt assumed from former shareholders with maturities up to 2013.
.. Funding for working capital and for developments correspond to credit lines from financial institutions.
.. The Company has financing agreements with the SFH, the resources from which are released to the Company as construction progresses. At June 30, 2009, the Company has resources approved to be released for approximately 81 ventures amounting to R$ 673,026 (parent company) and R$ 1,286,179 (consolidated) that will be used in future periods, as these developments progress physically and financially, according to the Companys project schedule.
The non-current portions mature as follows:
Parent company | Consolidated | |||||||
June 30 | March 31 | June 30 | March 31 | |||||
2011 | 373,380 | 172,861 | 510,726 | 312,777 | ||||
2012 | 132,156 | 132,156 | 164,556 | 205,128 | ||||
2013 | 2,862 | 2,862 | 41,632 | 43,059 | ||||
2014 onwards | - | - | 29,266 | 31,176 | ||||
508,398 | 307,879 | 746,180 | 592,140 | |||||
Page: 26
Loans and financing are guaranteed by sureties of the Company, mortgage of the units, assignment of rights, receivables from clients and the cash flows from the sale of properties for future delivery (amount of R$ 2,883,315 not audited).
Additionally, the consolidated balance of accounts pledged in guarantee totals R$ 141,113 at June 30, 2009 (Note 4).
The Company obtained loans (working capital) from highly-rated financial institutions. Tied to this transaction, and in order to minimize the risks of foreign exchange exposure of loans, the Company has contracted swaps to cover the full amount of the working capital loans (Note 16). In this context, at June 30, 2009, the Company elected to apply the fair value accounting and record both the loan and respective derivative instruments at fair value through income.
Financial expenses of loans, finance and debentures are capitalized in the cost of each venture, according to the use of funds, and appropriated to results based on the criterion adopted for recognizing revenue, or allocated to results if funds are not used, as shown below:
Parent company | Consolidated | |||||||
6/30/2009 | 6/30/2008 | 6/30/2009 | 6/30/2008 | |||||
Gross financial charges | 53,207 | 18,943 | 76,388 | 24,605 | ||||
Capitalized financial charges | (12,569) | (17,074) | (25,900) | (20,964) | ||||
Net financial charges | 40,638 | 1,869 | 50,488 | 3,641 | ||||
Financial charges included in | ||||||||
Properties for sale | ||||||||
Opening balance | 75,153 | 29,444 | 91,524 | 38,219 | ||||
Capitalized financial charges | 12,569 | 17,074 | 25,900 | 20,964 | ||||
Charges appropriated to income | (10,735) | (2,130) | (20,186) | (5,897) | ||||
Closing balance | 76,987 | 44,388 | 97,238 | 53,286 | ||||
10 Debentures
In September 2006, the Company obtained approval for its Second Debenture Placement Program, which allows it to place up to R$ 500,000 in non-convertible simple subordinated debentures secured by a real and/or general guarantee.
Page: 27
In June 2008, the Company obtained approval for its Third Debenture Placement Program, which allow it to place R$ 1,000,000 in simple debentures with a real and/or general guarantee maturing in two years.
In April 2009, Tenda obtained approval for its First Program of Debenture Distribution, which allows it to place up to R$ 600,000 in non-convertible simple subordinated debentures secured by a real and/or general guarantee, with semi-annual maturities between October 1, 2012 and April 1, 2014. The funds raised through issuance will be exclusively used in the finance of real estate ventures focused only on the popular segment.
Under the Second and Third Programs, the Company placed series of 24,000 and 25,000 debentures, respectively, corresponding to R$ 240,000 and R$ 250,000. Under the First Program of Tenda, this subsidiary placed only one debenture, a sole series amounting to R$ 600,000:
Parent company | Consolidated | |||||||||||||
Annual Interest | ||||||||||||||
Program/issuances | Amount | Maturity | 6/30/2009 | 3/31/2009 | 6/30/2009 | 3/31/2009 | ||||||||
Second program / First issuance | 240,000 | CDI + 1.30% | September 2011 | 247,550 | 239,552 | 247,550 | 239,552 | |||||||
Third program / First issuance | 250,000 | CDI 107.20% | June 2018 | 252,838 | 263,206 | 252,838 | 263,206 | |||||||
First program / First issuance (Tenda) | 600,000 | TR + 8% | April 2014 | - | - | 607,514 | - | |||||||
500,388 | 502,758 | 1,107,902 | 502,758 | |||||||||||
Current portion | 106,388 | 60,758 | 113,902 | 60,758 | ||||||||||
Non-current portion, principal | 394,000 | 442,000 | 994,000 | 442,000 |
The non-current portions mature as follows:
Parent company | Consolidated | |||||||
June 30 | March 31 | June 30 | March 31 | |||||
2011 | 96,000 | 96,000 | 96,000 | 96,000 | ||||
2012 | 173,000 | 96,000 | 323,000 | 96,000 | ||||
2013 | 125,000 | 125,000 | 275,000 | 125,000 | ||||
2014 onwards | - | 125,000 | 300,000 | 125,000 | ||||
394,000 | 442,000 | 994,000 | 442,000 | |||||
Page: 28
The Company has restrictive debenture covenants which limit its ability to perform certain actions, such as the issuance of debt, and that could require the early redemption or refinancing of loans if the Company does not fulfill these. The first issuance of the Second Program and the first issuance of the Third Program have cross-restrictive covenants in which an event of default or early maturity of any debt above R$ 5,000 and R$ 10,000, respectively, requires the Company to repay early amortize the first issuance of the Second Program. The ratios and minimum and maximum amounts stipulated by these restrictive covenants at June 30 and March 31, 2009 are as follows:
6/30/2009 | 3/31/2009 | |||
Second program first issuance | ||||
Total debt, less SFH debt, less cash, cash equivalents, and financial investments cannot exceed 75% of shareholders equity | 47% | 41% | ||
Total accounts receivable from clients plus inventory of finished units, required to be over 2.0 times total debt | 2.8 times | 3.6 times | ||
Total debt, less cash, cash equivalents and financial | R$ 1,186,1 | R$ 1,061,9 | ||
investments, required to be under R$ 1.0 billion | million | million | ||
Third program first issuance | ||||
Total debt, less SFH debt, less cash, cash equivalents and financial investments cannot exceed 75% of shareholders equity | 47% | 41% | ||
Total accounts receivable plus inventory of finished units required to be over 2.2 times total debt | 5.2 times | 5.4 times |
At June 30, 2009, the Companys debt levels were in excess of the limit provided for in the restrictive covenants. However, as mentioned in Note 21, on July 21, 2009, the Company renegotiated the restrictive debenture covenants with the holders and is in compliance with the new covenants resulting from the renegotiation. These debentures refer to the first issuance of the Second program, which non-current balance totals R$ 144,000 at June 30, 2009.
11 Other liabilities
Page: 29
Parent company | Consolidated | |||||||
6/30/2009 | 3/31/2009 | 6/30/2009 | 3/31/2009 | |||||
Obligation to venture partners | 300,000 | 300,000 | 300,000 | 300,000 | ||||
Credit assignments | 90,377 | 31,832 | 53,012 | 49,610 | ||||
Acquisition of investments | 14,851 | 20,141 | 33,080 | 29,867 | ||||
Other accounts payable | 23,448 | 41,884 | 63,585 | 62,941 | ||||
SCP dividends | - | - | 12,754 | 25,719 | ||||
Provision for loss on investments | 7,187 | 3,776 | - | - | ||||
435,863 | 397,633 | 462,431 | 468,137 | |||||
Current portion | 130,184 | 89,755 | 103,128 | 138,464 | ||||
Non-current portion | 305,679 | 307,878 | 359,303 | 329,673 |
In January 2008, the Company formed a special partnership ("SCP"), the main objective of which is to hold interests in other real estate development companies. The SCP received contributions of R$ 313,084 through June 30, 2009 (represented by 13,084,000 Class A quotas fully paid-in by the Company and 300,000,000 Class B quotas from the other venture partners). The SCP will preferably use these funds to acquire equity investments and increase the capital of its investees. As the decision to invest or not is made jointly by all quotaholders and not just the Company, at June 30, 2009, it has conservatively recorded Obligations to venture partners of R$ 300,000 with final maturity on January 31, 2014. The venture partners receive an annual minimum dividend substantially equivalent to the variation in the Interbank Certificate of Deposit (CDI) rate. The SCPs articles of association provide 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 June 30, 2009, the Company was in compliance with these clauses.
Loans from real estate development partners are related to amounts due under current account agreements, which accrue financial charges of IGP-M plus 12% p.a.
12 Commitments and provision for contingencies
The Company and its subsidiaries are parties in lawsuits and administrative proceedings at various courts and government agencies that arise from the normal course of business, involving tax, labor, civil and other matters. Management, based on information provided by its legal counsel analysis of the pending claims and, with respect to the labor claims, based on past experience regarding the amounts claimed, recognized a provision in an amount considered sufficient to cover the probable losses.
In the quarter ended June 30, 2009, the changes in the provision for contingencies are summarized as follows:
Page: 30
2009 | ||||
Parent company | Consolidated | |||
Balance at March 31, 2009 | 8,385 | 52,019 | ||
Additions | 28,590 | 31,200 | ||
Reductions | (606) | (874) | ||
Reversals | - | (4,925) | ||
Court escrow deposits | 865 | 865 | ||
Recovery of escrow deposits | - | (1,316) | ||
Balance at June 30, 2009 | 37,234 | 76,969 | ||
Current portion | 9,437 | 9,437 | ||
Non-current portion | 27,797 | 67,532 |
(a) Tax, labor and civil lawsuits
Parent company | Consolidated | |||||||
6/30/2009 | 3/31/2009 | 6/30/2009 | 3/31/2009 | |||||
Labor claims | 2,598 | 2,612 | 7,373 | 7,207 | ||||
Civil lawsuits | 38,485 | 10,487 | 52,624 | 22,920 | ||||
Tax lawsuits | - | - | 22,137 | 26,606 | ||||
Court escrow deposits | (3,849) | (4,714) | (5,165) | (4,714) | ||||
37,234 | 8,385 | 76,969 | 52,019 | |||||
The subsidiary AUSA is a party in judicial lawsuits and administrative proceedings related to Excise Tax (IPI) and Value-added Tax on Sales and Services (ICMS) on two imports of aircraft in 2001 and 2005, respectively, under leasing agreements without purchase option. In May 2009, the case related to the import in 2001 was decided had a decision rendered in favor of the company and the corresponding contingency provision was reversed in the amount of R$ 4,925. The likelihood of loss in the ICMS case is assessed by legal counsel as (i) probable in regard to the principal and interest, and (ii) remote in regard to the fine for noncompliance with ancillary obligations. The amount of the contingency estimated by legal counsel as a probable loss amounts to R$ 12,901 and is recorded as a provision in the quarterly information at June 30, 2009.
At June 30, 2009, the Company and its subsidiaries are aware of other lawsuits and risks, the likelihood of loss for which, based on the position of legal counsel, is possible but not probable, totaling approximately R$ 75,851, according to the historical average of lawsuits, and for which management believes a provision for loss is not necessary.
Page: 31
An amount of R$ 27,979 of the proceeds of the Companys initial public offering in the New Market was withheld in an escrow deposit attached by court order to guarantee a writ of execution and is included in non-current assets. Such amount, which legal counsel assesses as a probable loss contingency which loss is probable, is accrued in the quarterly information as of June 30, 2009, recorded under the heading Other Operating Expenses. Additionally, in September 2008, an amount of R$ 10,583 in the Gafisa S.A. bank accounts were deemed to be restricted for withdrawal. This restriction arose from a foreclosure action in which it is alleged that Gafisa S.A. became the successor of Cimob Companhia Imobiliária S.A. (Cimob) upon merger of Cimob, at which time Cimobs assets were reduced. The Company is appealing against such decision on the grounds that the claim lacks merit, in order to release its funds and not be held liable for Cimob's debt.
(b) Commitment to complete developments
The Company is committed to deliver units to owners of land who exchange land for real estate units developed by the Company.
The Company is also committed to complete units sold and to comply with the requirements of the building regulations and licenses approved by the appropriate authorities.
As described in Note 4, at June 30, 2009, the Company has resources approved to be released for its developments in the total amount of R$ 87,055 (parent company) and R$ 141,113 (consolidated) to meet these commitments.
Page: 32
13 Obligations for purchase of land and advances from clients
Parent company | Consolidated | |||||||
6/30/2009 | 3/31/2009 | 6/30/2009 | 3/31/2009 | |||||
Obligations for purchase of land | 214,376 | 233,590 | 406,726 | 471,508 | ||||
Advances from clients | ||||||||
Developments and services | 64,970 | 53,453 | 123,592 | 140,122 | ||||
Barter transactions | 48,091 | 47,234 | 99,777 | 99,208 | ||||
327,437 | 334,277 | 640,095 | 710,838 | |||||
Current | 280,070 | 287,290 | 489,656 | 517,537 | ||||
Non-current | 47,367 | 46,987 | 140,439 | 193,301 |
The present value adjustment reversed to Real estate development operating costs for the periods and quarters ended June 30, 2009 and 2008 amount to R$ (2,934), R$ (1,720), R$ (682) and R$ (2,567) (parent company), and R$ (3,362), R$ (3,397), R$ (587) and R$ (2,516) (consolidated), respectively.
14 Shareholders Equity
(a) Capital
At June 30, 2009, the Company's capital totaled R$ 1,232,579 (March 31, 2009 R$ 1,229,517), represented by 133,462,818 (March 31, 2009 133,087,518) nominative common shares without par value, 3,124,972 of which were held in treasury.
On April 30, 2009, the distribution of minimum mandatory dividends for 2008 was approved in the total amount of R$ 26,106.
On May 11, 2009, an increase in capital was approved in the amount of R$ 2,364, related to the stock option plan and the exercise of 280,800 common shares.
On June 9, 2009, an increase in capital was approved in the amount of R$ 698, related to the stock option plan and the exercise of 94,500 common shares.
(b) Stock option plans
(i) Gafisa
A total of six stock option plans are offered by the Company. The first plan was launched in 2000 and is managed by a committee that periodically creates new stock option plans, determining their terms, which, among other things, (i) define the length of service that is required for employees to be eligible to the benefits of the plans, (ii) select the employees that will be entitled to participate, and (iii) establish the purchase prices of the preferred shares to be exercised under the plans.
Page: 33
To be eligible for the plans (plans from 2000 to 2002), participant employees are required to contribute 10% of the value of total benefited options on the date the option is granted and, additionally, for each of the following five years, 18% of the price of the grant per year. The exercise price of the grant is inflation-adjusted (IGP-M index), plus annual interest at 3%. The stock option may be exercised in one to five years subsequent to the initial date of the work period established in each of the plans. The shares are usually available to employees over a period of ten years after their contribution.
The Company and its subsidiaries record the cash received against a liability account to the extent the employees make advances for the purchase of the shares during the vesting period. There were no advanced payments for 2009 and 2008.
The Company and its subsidiaries may decide to issue new shares or transfer the treasury shares to the employees in accordance with the clauses established in the plans. The Company has the right of first refusal on shares issued under the plans in the event of dismissals and retirement. In such cases, the amounts advanced are returned to the employees, in certain circumstances, at amounts that correspond to the greater of the market value of the shares (as established in the rules of the plans) or the amount inflation-indexed (IGP-M) plus annual interest at 3%.
In 2008, the Company introduced another stock option plan. In order to become eligible for the grant, employees are required to contribute from 25% to 80% of their annual net bonus to exercise the options within 30 days from the program date.
On June 26, 2009, the Company introduced a new stock option plan. In addition, the exchange of the 2,740,000 options of the 2007 and 2008 plans for 1,900,000 options granted under this new stock option plan was approved.
The market value of each option granted is estimated at the grant date using the Black-Scholes option pricing model. The assumptions adopted for recording the stock option plan for 2009 were the following: expected volatility of 40%, expected share dividends of 1.91%, and risk-free interest rate at 8.99%.
Page: 34
The changes in the number of stock options and corresponding weighted average exercise prices are as follows:
6/30/2009 | 3/31/2009 | |||||||
Number of | Weighted | Number of | Weighted | |||||
options | average | options | average | |||||
exercise | exercise | |||||||
price | price | |||||||
Options outstanding at the beginning | ||||||||
of the period | 5,930,275 | 26.14 | 5,930,275 | 26.14 | ||||
Options granted | 3,200,000 | 17.06 | - | - | ||||
Options exercised | (280,800) | 8.42 | - | - | ||||
Options exchanged | (2,740,000) | 32.99 | - | - | ||||
Options cancelled | (292,242) | 32.99 | - | - | ||||
Options outstanding at the end of the | ||||||||
period | 5,817,233 | 13.97 | 5,930,275 | 26.14 | ||||
Options exercisable at the end of the | ||||||||
period | 1,503,123 | 27.38 | 4,376,165 | 28.00 | ||||
Reais | ||||
6/30/2009 | 3/31/2009 | |||
Exercise price per share at the end of the | ||||
period | 7.91-40.63 | 7.86-39.95 | ||
Weighted average of exercise price at the | ||||
option grant date | 18.70 | 21.70 | ||
Weighted average of market price per | ||||
share at the grant date | 27.38 | 27.27 | ||
Market price per share at the end of the period | 16.39 | 11.65 |
The options granted confer upon their holders the right to subscribe the Companys shares, after completing one to five years of employment with the Company (necessary condition for the exercise of options), and will expire after ten years from the grant date.
In the periods ended June 30, 2009 and 2008, the Company recognized the amounts of R$ 7,264 and R$ 8,945 (parent company) and R$ 12,313 and R$ 9,877 (consolidated) in operating expenses. In the quarters ended June 30, 2009 and 2008, the recognized amounts totaled R$ 1,074 and R$ 5,063 (parent company), and R$ 3,746 and R$ 4,618 (consolidated). The amounts recognized in the parent company represent the change in the capital reserve in shareholders equity.
(ii) Tenda
Page: 35
Tenda has a total of three stock option plans. The first was approved in June 2008, and the other two were approved in March and June 2009, respectively. These plans, limited to the maximum of 5% of total capital shares and approved by the Board of Directors, stipulate the general terms, which, among others things, (i) define the length of service that is required for employees to be eligible to the benefits of the plans, (ii) select the employees that will be entitled to participate, and (iii) establish the purchase prices of the preferred shares to be exercised under the plans.
In the option granted in 2008, upon exercise the base price will be adjusted according to the market value of shares, based on the average price in trading sessions over the last 30 consecutive days prior to the commencement of each annual exercise period. The exercise price is adjusted according to a fixed table of values, based on the share value in the market, at the time of the two exercise periods for each annual lot. In the options granted in 2009, the vesting price is adjusted by the IGP-M variation, plus interest at 3%. The stock option may be exercised in two to five years subsequent to the initial date of the work period established in each of the plans. The shares are usually available to employees over a period of ten years after their contribution.
6/30/2009 | ||||
Weighted | ||||
average | ||||
Number of | exercise price - | |||
options | Reais | |||
Options outstanding at the beginning of the | ||||
period | 1,960,000 | 7.20 | ||
Options granted | 5,794,218 | 0.93 | ||
Options exercised | (151,917) | 2.63 | ||
Options cancelled | (1,490,000) | 7.20 | ||
Options outstanding at the end of the period | 5,930,275 | 1.37 | ||
The market price of Tenda shares at June 30, 2009 was R$ 3.36.
The market value of each option granted was estimated at the grant date using the Black-Scholes option pricing model. In the period ended June 30, 2009, Tenda recorded stock option expenses of R$ 4,531.
Page: 36
(iii) AUSA
The subsidiary AUSA has three stock option plans, the first of which was launched in 2007 and approved at the June 26, 2007 Annual Shareholders' Meeting and of the Board of Directors meeting of the same date.
The changes in the number of stock options and their corresponding weighted average exercise prices are as follows:
6/30/2009 | 3/31/2009 | |||||||
Weighted | Weighted | |||||||
average | average | |||||||
Number of | exercise price - | Number of | exercise price | |||||
options | Reais | options | Reais | |||||
Options outstanding at the beginning of the | ||||||||
period | 2,138 | 6,843.52 | 2,138 | 6,843.52 | ||||
Options cancelled | (60) | 8,376.94 | - | - | ||||
Options outstanding at the end of the period | 2,078 | 7,610.23 | 2,138 | 6,843.52 | ||||
At June 30, 2009, 729 options were exercisable. The exercise prices per option on June 30, 2009 were from R$ 8,376.94 to R$ 8,878.83 (March 31, 2009 R$ 8,282.65 to R$ 8,623.89) .
The market value of each option granted was estimated at the grant date using the Black-Scholes option pricing model. AUSA recorded stock option expenses of R$ 518 for the quarter ended June 30, 2009.
15 Deferred Taxes
Parent company | Consolidated | |||||||
6/30/2009 | 3/31/2009 | 6/30/2009 | 3/31/2009 | |||||
Assets | ||||||||
Temporary differences - Lalur | 46,466 | 44,598 | 75,179 | 72,401 | ||||
Income tax and social contribution loss carryforwards | 17,083 | 15,974 | 94,493 | 86,224 | ||||
Tax credits from downstream merger | 4,670 | 5,449 | 17,238 | 19,037 | ||||
Temporary differences - CPC | 43,817 | 38,169 | 43,817 | 38,169 | ||||
112,036 | 104,190 | 230,727 | 215,831 | |||||
Liabilities | ||||||||
Negative goodwill | 58,829 | 38,317 | 58,829 | 38,317 | ||||
Temporary differences - CPC | 21,570 | 17,055 | 21,570 | 17,055 | ||||
Differences and recorded on accrual basis between income taxed on cash basis | 61,063 | 64,403 | 224,342 | 210,882 | ||||
141,462 | 119,775 | 304,741 | 266,254 | |||||
The Company calculates its taxes based on the recognition of results proportionally to the receipt of the contracted sales, in accordance with the tax rules determined by the Federal Revenue Service (SRF) Instruction 84/79, which differs from the calculation of the accounting revenues based on the costs incurred versus total estimated cost. The tax will become due over an average period of four years as cash is received for the sales made and the corresponding construction is completed.
Page: 37
Other than for Tenda, Gafisa has not recorded a deferred income tax asset on the tax losses and social contribution loss carryforwards of its subsidiaries which adopt the actual taxable income regime and do not have a history of taxable income for the past three years.
The projections of future taxable income consider estimates that are related, among other things, to the Company's performance and the behavior of the market in which it operates, as well as certain economic factors. Actual results could differ from these estimates.
Based on estimated future taxable income of Gafisa, the expected recovery profile of the income tax and social contribution loss carryforwards of the parent company and Tenda is as follows:
Parent company | Consolidated | |||
2009 | 2,410 | 5,289 | ||
2010 | 2,773 | 33,192 | ||
2011 | 3,056 | 47,168 | ||
2012 | 2,129 | 2,129 | ||
Other | 6,715 | 6,715 | ||
Total | 17,083 | 94,493 | ||
The reconciliation of the statutory to effective tax rate for the periods ended June 30, 2009 and 2008 is as follows:
Consolidated | ||||
6/30/2009 | 6/30/2008 | |||
Income before taxes on income and minority interest | 162,799 | 135,381 | ||
Income tax calculated at the standard rate - 34% | (55,352) | (46,030) | ||
Net effect of subsidiaries taxed on presumed profit regime | 18,471 | 22,122 | ||
Amortization of negative goodwill | (3,469) | - | ||
Tax losses (negative tax basis used) | 160 | 1,010 | ||
Stock option plan | (4,186) | (8,945) | ||
Other permanent differences | 7,496 | (697) | ||
Income tax and social contribution expense | (36,934) | (32,540) | ||
Additionally, the reconciliation of the effective tax rate in the parent company mainly arises from the equity in results of investees and the use of tax losses from prior years used in the current year.
Page: 38
16 Financial Instruments
The Company participates in operations involving financial instruments, all of which are recorded on the balance sheet, for the purposes of meeting its operating needs and reducing its exposure to credit, currency and interest rate risks. These risks are managed by control policies, specific strategies and determination of limits, as follows:
(a) Risk considerations
(i) Credit risk
The Company and its subsidiaries restrict their exposure to credit risks associated with banks and cash and cash equivalents, investing in highly-rated financial institutions in short-term securities.
With regards to accounts receivable, the Company restricts its exposure to credit risks through sales to a broad base of clients and ongoing credit analysis. Additionally, there is no history of losses due to the existence of liens for the recovery of its products in the cases of default during the construction period.
Other than for Tenda, management did not deem it necessary to make a provision to cover losses on the recovery of receivables related to delivered real estate units at June 30, 2009 and March 31, 2009. There was no significant concentration of credit risks related to clients for the periods presented.
(ii) Currency risk
The Company participates in operations involving derivative financial instruments for the purposes of mitigating the effects of fluctuations in foreign exchange rates.
In the periods ended June 30 and March 31, 2009, R$ 14,352 and R$ 69,470 related to the net positive result from currency and interest rates swaps was recognized in Financial income (expenses), matching the results of these operations with the effects of fluctuation in foreign currencies in the Company's balance sheet.
The nominal value of the swap contracts was R$ 100,000 at June 30, 2009 (R$ 200,000 at March 31, 2009). The unrealized gains (losses) of these operations at June 30 and March 31, 2009 are as follows (Note 9):
Page: 39
Reais | Percentage | Net unrealized gains (losses) | ||||||||
from derivative instruments | ||||||||||
Rate swap contracts | Nominal | |||||||||
(US Dollar and Yen for CDI) | Original | |||||||||
value | index | Swap | 6/30/2009 | 3/31/2009 | ||||||
Banco ABN Amro Real S.A. | 100,000 | Yen + 1.4% | 105% CDI | 14,352 | 40,068 | |||||
Banco Votorantim S.A. | 100,000 | US Dollar + 7% | 104% CDI | - | 29,402 | |||||
200,000 | 14,352 | 69,470 | ||||||||
The Company does not make sales denominated in foreign currency.
(iii) Interest rate risk
The interest rates on loans and financing are disclosed in Note 9. The interest rates contracted on financial investments are disclosed in Note 4. Accounts receivable from real estate units delivered (Note 5) are subject to annual interest of 12%, appropriated on a pro rata basis.
Additionally, as disclosed in Notes 7 and 11, a significant portion of the balances with related parties and venture partners are not subject to financial charges.
(b) Valuation of financial instruments
The main financial instruments receivable and payable are described below, as well as the criteria for their valuation.
(i) Cash and cash equivalents
The market value of these assets does not differ significantly from the amounts presented in the quarterly information (Note 4). The contracted rates reflect usual market conditions.
(ii) Loans and financing and debentures
Loans and financing are recorded based on the contractual interest rates of each operation, except for loans denominated in foreign currency, which are stated at fair value through results. Interest rate estimates for contracting operations with similar terms and amounts are used for the determination of market value. The terms and conditions of loans and financing and debentures are presented in Notes 9 and 10. The fair value of the other loans and financing, recorded based on the contractual interest of each operation, does not significantly differ from the amounts presented in the financial statements.
Page: 40
(c) Sensitivity analysis
A sensitivity analysis of the risks of material losses that could arise from financial instrument transactions, based on management's best estimate of the most likely scenario (Scenario I), is presented below. Additionally, a further two scenarios are presented, as required by the CVM, pursuant to Instruction No. 475/08, by stressing the variables by 25% and 50%, respectively, (Scenarios II and III).
At June 30, 2009, the Company had one foreign exchange derivative contract with ABN bank:
- Banco ABN: Yen debt swap, equivalent to R$100 million, at a fixed cost of 1.4% per year for 105% of CDI. Beginning on November 9, 2007 and maturity on October 29, 2009.
The risk factors in the sensitivity analysis were the variations in R$/US$ and R$/JPY exchange rates, and in the CDI rate. However, the Companys management considers that only the risk of CDI variation is relevant, since the swap operation has the effect of mitigating the exchange rate variation risk.
The following scenarios were considered:
.. Scenario I: Likely Management considered the market forecasts at June 30, 2009 for the maturity dates of derivative transactions:
- R$/JPY 0.02087 and CDI rate at 8.91% on October 29, 2009.
.. Scenario II: Appreciation/Devaluation by 25% of risk variables used in pricing.
.. Scenario III: Appreciation/Devaluation by 50% of risk variables used in pricing.
A sensitivity analysis table of the risks of material losses that could arise from financial instrument transactions, including derivatives, based on management's best estimate of the most likely scenario (Scenario I), is presented below. Additionally, a further two scenarios are presented, as required by the CVM, pursuant to Instruction No. 475/08, by stressing the variables by 25% and 50%, respectively, (Scenarios II and III).
Impact of exchange rate scenarios
Page: 41
Scenario (*) | ||||||||||||
I | II | III | ||||||||||
Transaction | Risk | Expected | Devaluation | Appreciation | Devaluation | Appreciation | ||||||
Swap (asset position - Yen) | Apprec./Dev. of Yen | 135,692 | (33,923) | 33,923 | (67,846) | 67,846 | ||||||
Debt denominated in Yen | Apprec./Dev. of Yen | 135,148 | (33,787) | 33,787 | (67,574) | 67,574 | ||||||
Net effect | 544 | (136) | 136 | (272) | 262 | |||||||
(*) Scenarios I, II and III - Likely, Possible and Remote, respectively.
Impact of interest rate scenarios
Scenario (*) | ||||||||||||
I | II | III | ||||||||||
Transaction | Risk | Expected | Devaluation | Appreciation | Devaluation | Appreciation | ||||||
ABN Amro swap liability position balance in | ||||||||||||
CDI on maturity date | ||||||||||||
(October 29, 2009) | Appreciation of CDI | 124,897 | 123,996 | 125,785 | 123,084 | 126,662 |
(*) Scenarios I, II and III Likely, Possible and Remote, respectively.
At June 30, 2009, the liability position balances in CDI are as follows:
ABN swap transaction: R$121,177
A sensitivity analysis of these transactions does not change the debt balance at the base date, since the CDI rate used for projecting the debt is the same used for discount to present value.
The source of the data used to determine the exchange rate adopted in the base scenarios was the Brazilian Mercantile & Futures Exchange ("BMF"), as management believes that this is the most reliable and independent source, and which represents the market consensus on these quotations.
The US Dollar and Yen data were sourced from the BMF website on June 30, 2009 for the maturity dates.
Page: 42
17 Related Parties
(a) Transactions with related parties
Parent | ||||||||||
CURRENT ACCOUNTS | company | Consolidated | ||||||||
6/30/2009 | 3/31/2009 | 6/30/2009 | 3/31/2009 | |||||||
Condominiums and consortia | ||||||||||
A116 | Alpha 4 | (2,618) | (904) | (2,618) | (904) | |||||
A146 | Consórcio Ezetec & Gafisa | 27,783 | 11,759 | 27,783 | 11,759 | |||||
A166 | Consórcio Ezetec Gafisa | (11,814) | (10,340) | (11.814) | (10,340) | |||||
A175 | Cond Constr Empr Pinheiros | 2,313 | 2,516 | 2,313 | 2.516 | |||||
A195 | Condominio Parque da Tijuca | (74) | 119 | (74) | 119 | |||||
A205 | Condominio em Const. Barra Fir | (46) | (46) | (46) | (46) | |||||
A226 | Civilcorp | 1.998 | 711 | 1.998 | 711 | |||||
A255 | Condominio do Ed Barra Premiu | 105 | 105 | 105 | 105 | |||||
A266 | Consorcio Gafisa Rizzo | (65) | 44 | (65) | 44 | |||||
A286 | Evolucao Chacara das Flores | 7 | 7 | 7 | 7 | |||||
A315 | Condomínio Passo da Pátria II | 569 | 569 | 569 | 569 | |||||
A395 | Cond Constr Palazzo Farnese | (17) | (17) | (17) | (17) | |||||
A436 | Alpha 3 | (1,527) | (322) | (1,527) | (322) | |||||
A475 | Condominio Iguatemi | 3 | 3 | 3 | 3 | |||||
A486 | Consórcio Quintas Nova Cidade | 36 | 36 | 36 | 36 | |||||
A506 | Consórcio Ponta Negra | 2,840 | 3,838 | 2,840 | 3,838 | |||||
A536 | Consórcio SISPAR & Gafisa | 2,391 | 2,639 | 2,391 | 2,639 | |||||
A575 | Cd. Advanced Ofs Gafisa-Metro | (715) | (589) | (715) | (589) | |||||
A606 | Condomínio ACQUA | (3,386) | (2,875) | (3,386) | (2,875) | |||||
A616 | Cond.Constr.Living | (314) | 1,082 | (314) | 1,082 | |||||
A666 | Consórcio Bem Viver | (181) | (4) | (181) | (4) | |||||
A795 | Cond.Urbaniz.Lot Quintas Rio | (1,878) | (1,044) | (1,878) | (1,044) | |||||
A815 | Cond.Constr. Homem de Melo | 83 | 83 | 83 | 83 | |||||
A946 | Consórcio OAS Gafisa Garden | (3,049) | (2,518) | (3,049) | (2,518) | |||||
B075 | Cond.Constr. La Travi | (180) | - | (180) | - | |||||
B125 | Cond. Em Constr LACEDEMONIA | 57 | 57 | 57 | 57 | |||||
B226 | Evolucao New Place | (669) | (667) | (669) | (667) | |||||
B236 | Consórcio Gafisa Algo | 722 | 712 | 722 | 712 | |||||
B256 | Columbia Outeiro dos Nobres | (153) | (153) | (153) | (153) | |||||
B336 | Evolucao - Reserva do Bosque | 10 | 6 | 10 | 6 | |||||
B346 | Evolucao Reserva do Parque | 116 | 115 | 116 | 115 | |||||
B496 | Consórcio Gafisa&Bricks | (6) | (21) | (6) | (21) | |||||
B525 | Cond.Constr. Fernando Torres | 136 | 136 | 136 | 136 | |||||
B625 | Cond de Const Sunrise Reside | (40) | (41) | (40) | (41) | |||||
B746 | Evolucao Ventos do Leste | 123 | 123 | 123 | 123 | |||||
B796 | Consórcio Quatro Estações | (1,342) | (1,339) | (1,342) | (1,339) | |||||
B905 | Cond em Const Sampaio Viana | 951 | 951 | 951 | 951 | |||||
B945 | Cond. Constr Monte Alegre | 1,456 | 1,456 | 1,456 | 1,456 | |||||
B965 | Cond. Constr.Afonso de Freitas | 1,674 | 1,674 | 1,674 | 1,674 | |||||
B986 | Consorcio New Point | 1,470 | 1,462 | 1,470 | 1,462 | |||||
C136 | Evolução - Campo Grande | 615 | 617 | 615 | 617 | |||||
C175 | Condomínio do Ed Oontal Beach | (326) | (56) | (326) | (56) | |||||
C296 | Consórcio OAS Gafisa Garden | 429 | 357 | 429 | 357 | |||||
C565 | Cond Constr Infra Panamby | (315) | (446) | (315) | (446) | |||||
C575 | Condominio Strelitzia | (883) | (873) | (883) | (873) | |||||
C585 | Cond Constr Anthuriun | 3,232 | 4,152 | 3,232 | 4,152 | |||||
C595 | Condomínio Hibiscus | 2,638 | 2,651 | 2,638 | 2,651 | |||||
C605 | Cond em Constr Splendor | 1,813 | (1,848) | 1,813 | (1,848) | |||||
C615 | Condominio Palazzo | 1,123 | 1,012 | 1,123 | 1,012 | |||||
C625 | Cond Constr Doble View | (3.013) | (2,390) | (3,013) | (2,390) | |||||
C635 | Panamby - Torre K1 | 500 | 816 | 500 | 816 | |||||
C645 | Condomínio Cypris | (1,600) | (1,531) | (1,600) | (1,531) |
Page: 43
Parent | ||||||||||
CURRENT ACCOUNTS | company | Consolidated | ||||||||
6/30/2009 | 3/31/2009 | 6/30/2009 | 3/31/2009 | |||||||
C655 | Cond em Constr Doppio Spazio | (3,189) | (3,136) | (3,189) | (3,136) | |||||
C706 | Consórcio | 4,955 | 3,735 | 4,955 | 3,735 | |||||
D076 | Consórcio Planc e Gafisa | 989 | 810 | 989 | 810 | |||||
D096 | Consórcio Gafisa&Rizzo (susp) | 1,333 | 1,363 | 1,333 | 1,363 | |||||
D116 | Consórcio Gafisa OAS Abaeté | (5,290) | (695) | (5,290) | (695) | |||||
D535 | Cond do Clube Quintas do Rio | 1 | 1 | 1 | 1 | |||||
D886 | Cons OAS-Gafisa Horto Panamby | 1,811 | 8,098 | 1,811 | 8,098 | |||||
D896 | Consórcio OAS e Gafisa Horto Panamby | (94) | (94) | (94) | (94) | |||||
E116 | Consórcio Ponta Negra Ed Marseille | (8,062) | (1,033) | (8,062) | (1,033) | |||||
E126 | Consórcio Ponta Negra Ed Nice | (9,360) | (4,763) | (9,360) | (4,763) | |||||
E166 | Manhattan Square | (1,309) | 11,011 | (1,309) | 11,011 | |||||
E336 | Cons. Eztec Gafisa Pedro Luis | (9,758) | (6,542) | (9,758) | (6,542) | |||||
E346 | Consórcio Planc Boa Esperança | 682 | 673 | 682 | 673 | |||||
E736 | Consórcio OAS e Gafisa Tribeca | (1,229) | (6,372) | (1,229) | (6,372) | |||||
E746 | Consórcio OAS e Gafisa Soho | (6,489) | (6,471) | (6,489) | (6,471) | |||||
E946 | Consórcio Gafisa | (80) | (80) | (80) | (80) | |||||
F178 | Consórcio Ventos do Leste | (1) | (2) | (1) | (2) | |||||
S016 | Bairro Novo Cotia | 9,506 | 7,975 | 9,506 | 7,975 | |||||
S026 | Bairro Novo Camaçari | 1,260 | (240) | 1,260 | (240) | |||||
(3,342) | 16,022 | (3,342) | 16,022 | |||||||
GAF - GAFISA + OTHERS | ||||||||||
0010 | Gafisa SPE 10 SA | (9,580) | (2,725) | (9,580) | (2,725) | |||||
0060 | Gafisa Vendas I.Imob Ltda | 2,384 | 2,384 | 2,384 | 2,384 | |||||
E910 | Projeto Alga | (25,000) | (25,000) | (25,000) | (25,000) | |||||
Other | (351) | (73) | (351) | (73) | ||||||
(32,547) | (25,414) | (32,547) | (25,414) | |||||||
SPEs | ||||||||||
0020 | Alphaville Urbanismo S.A. | 2,723 | - | 5,588 | - | |||||
Construtora Tenda S.A. | 45,127 | - | - | 47,508 | ||||||
0030 | FIT Resid. Empreend. Imob.Ltda | 51 | (84) | (2,444) | (3,372) | |||||
0040 | Bairro Novo Emp Imob S.A. | 1,968 | 1,968 | 1,968 | 1,968 | |||||
0050 | Cipesa Empreendimentos Imobil. | 252 | 252 | (398) | (398) | |||||
A010 | The house | 80 | 80 | 80 | 80 | |||||
A020 | Gafisa SPE 46 Empreend Imob | 8,017 | 8,017 | 8,698 | 8,685 | |||||
A070 | Gafisa SPE 40 Emp.Imob LTDA | 1,024 | 1,991 | 976 | 1,276 | |||||
A180 | Vistta Ibirapuera | 1,073 | - | 1,073 | - | |||||
A290 | Blue II Plan. Prom e Venda Lt | (6,311) | 16,367 | (9,829) | 5,311 | |||||
A300 | SAÍ AMARELA S/A | (1,775) | (1,775) | (1,558) | (1,558) | |||||
A320 | GAFISA SPE-49 EMPRE.IMOB.LTDA | 2,785 | 2,785 | (2) | (2) | |||||
A340 | London Green | 9 | 9 | 9 | 9 | |||||
A350 | GAFISA SPE-35 LTDA | (342) | 7,558 | (139) | (129) | |||||
A410 | GAFISA SPE 38 EMPR IMOB LTDA | 8,583 | 8,673 | 109 | 109 | |||||
A420 | LT INCORPORADORA SPE LTDA. | 1,081 | 1,081 | (527) | (527) | |||||
A490 | RES. DAS PALMEIRAS INC. SPE LT | 751 | 751 | 1,246 | 1,246 | |||||
A580 | GAFISA SPE 41 EMPR.IMOB.LTDA. | (3,685) | 14,278 | 1,546 | 1,534 | |||||
A630 | Dolce VitaBella Vita SPE SA | 165 | 165 | 32 | 32 | |||||
A640 | SAIRA VERDE EMPREEND.IMOBIL.LT | 166 | 411 | 743 | 634 | |||||
A680 | GAFISA SPE 22 LTDA | 872 | 872 | 630 | 630 | |||||
A720 | CSF Prímula | 1,310 | 1,384 | 1,310 | 1,384 | |||||
A730 | GAFISA SPE 39 EMPR.IMOBIL LTDA | 5,622 | 7,481 | (1,314) | (304) | |||||
A800 | DV SPE SA | (578) | (578) | (571) | (571) | |||||
A870 | GAFISA SPE 48 EMPREEND IMOBILI | (142) | (26) | 490 | 153 | |||||
A990 | GAFISA SPE-53 EMPRE.IMOB.LTDA | (43) | (43) | (57) | (73) | |||||
B040 | Jardim II Planej.Prom.Vda.Ltda | 7,723 | 8,725 | (2,990) | 8,725 | |||||
B210 | GAFISA SPE 37 EMPREEND.IMOBIL. | 4,749 | 4,496 | (398) | (398) |
Page: 44
Parent | ||||||||||
CURRENT ACCOUNTS | company | Consolidated | ||||||||
6/30/2009 | 3/31/2009 | 6/30/2009 | 3/31/2009 | |||||||
B270 | GAFISA SPE-51 EMPRE.IMOB.LTDA | 94 | 106 | 822 | 811 | |||||
B430 | GAFISA SPE 36 EMPR IMOB LTDA | 38,246 | 38,213 | (4,235) | (1,205) | |||||
B440 | GAFISA SPE 47 EMPREEND IMOBILI | 138 | 138 | 137 | 137 | |||||
B590 | SUNPLACE SPE LTDA | (191) | (191) | 415 | 415 | |||||
B600 | Sunplaza Personal Office | 10,316 | - | 10,316 | - | |||||
B630 | Sunshine SPE Ltda. | 1,474 | 1,474 | 919 | 1,135 | |||||
B640 | GAFISA SPE 30 LTDA | 4,969 | 4,967 | (1,217) | (1,217) | |||||
B760 | Gafisa SPE-50 Empr. Imob. Ltda | (972) | (969) | (238) | (238) | |||||
B800 | TINER CAMPO BELO I EMPR.IMOBIL | 4,824 | 4,715 | 2,908 | 5,147 | |||||
B830 | GAFISA SPE-33 LTDA | 3,225 | 3,555 | 2,321 | 2,321 | |||||
C010 | Jardim I Planej.Prom.Vda. Ltda | 5,659 | 5,667 | 6,662 | 6,662 | |||||
C070 | VERDES PRAÇAS INC.IMOB SPE LT | (22,706) | (15,066) | (38) | (38) | |||||
C100 | GAFISA SPE 42 EMPR.IMOB.LTDA. | 215 | 215 | 39 | 40 | |||||
C150 | PENÍNSULA I SPE SA | (1,449) | (1,399) | (1,117) | (1,267) | |||||
C160 | PENÍNSULA 2 SPE SA | 4,778 | 5,353 | 865 | 1,215 | |||||
C180 | Blue I SPE Ltda. | 4,846 | 1,365 | 59 | 74 | |||||
C220 | Blue II Plan Prom e Venda Lt | (6) | (6) | (6) | (6) | |||||
C230 | Blue II Plan Prom e Venda Lt | (3) | (3) | (3) | (3) | |||||
C370 | Olimpic Chácara Santo Antonio | 17 | - | 17 | - | |||||
C410 | Gafisa SPE-55 Empr. Imob. Ltda | (1) | (1) | (18) | (2) | |||||
C440 | Gafisa SPE 32 | (2,093) | (2,086) | (2,228) | (2,226) | |||||
C460 | CYRELA GAFISA SPE LTDA | 2,984 | 2,834 | 2,984 | 2,834 | |||||
C490 | Unigafisa Part SCP | (6,684) | 9,674 | (7,824) | 7,658 | |||||
C510 | Parque Barueri | 384 | - | 384 | - | |||||
C540 | Villagio Panamby Trust SA | (776) | (778) | 750 | 749 | |||||
C550 | DIODON PARTICIPAÇÕES LTDA. | (5,695) | (5,697) | 13,490 | 13,641 | |||||
C680 | DIODON PARTICIPAÇÕES LTDA. | 131 | 131 | 131 | 131 | |||||
C800 | GAFISA SPE 44 EMPREEND IMOBILI | 95 | 95 | 145 | 145 | |||||
C850 | Gafisa SA | 1,437 | 1.218 | 1,437 | 1,218 | |||||
C860 | Spazio Natura Emp. Imob. Ltd | 4 | 3 | 4 | 3 | |||||
D060 | Dep Jose Lages Emp Imob S | 1,086 | 979 | 1,086 | 979 | |||||
D080 | O Bosque E. Imob. Ltda | - | 240 | - | 240 | |||||
D100 | GAFISA SPE 65 EMPREEND IMOB LTD | 33 | 33 | 388 | 201 | |||||
D280 | Cara de Cão | (2,967) | (2,967) | (2,967) | (2,967) | |||||
D340 | Laguna | (170) | (81) | (170) | (81) | |||||
D590 | GAFISA SPE-72 | - | - | 1 | 1 | |||||
D620 | Gafisa SPE-52 E. Imob. Ltda | 44 | 44 | 42 | 42 | |||||
D730 | Gafisa SPE-32 Ltda | 2,220 | 2,220 | 2,220 | 2,220 | |||||
D940 | Terreno Ribeirão / Curupira | 1,352 | 1,360 | 1,352 | 1,360 | |||||
E240 | Edif Nice | (95) | (95) | (95) | (95) | |||||
E350 | Gafisa SPE-71 | 73 | 73 | 100 | 124 | |||||
E360 | Zildete | 198 | 198 | 198 | 198 | |||||
E380 | Clube Baiano de Tênis | 314 | 149 | 314 | 149 | |||||
E410 | Gafisa SPE-73 | 1 | 1 | - | 1 | |||||
E550 | Gafisa SPE 69 Empreendimertos | 3,154 | 3,127 | (72) | (72) | |||||
E560 | GAFISA SPE 43 EMPR.IMOB.LTDA. | 5 | 5 | 5 | 5 | |||||
E770 | Gafisa SPE-74 Emp Imob Ltda | 1,716 | 1,706 | (511) | 1 | |||||
E780 | GAFISA SPE 59 EMPREEND IMOB LTDA | 3 | 2 | 1 | 1 | |||||
E970 | Gafisa SPE 68 Empreendimertos | 21 | 2 | 1 | 1 | |||||
E980 | Gafisa SPE-76 Emp Imob Ltda | 22 | 85 | (10) | 53 | |||||
E990 | Gafisa SPE-77 Emp Imob Ltda | 3,289 | 3,289 | 3,289 | 3,289 | |||||
F100 | Gafisa SPE-78 Emp Imob Ltda | 102 | 76 | 1 | 1 | |||||
F110 | Gafisa SPE-79 Emp Imob Ltda | 3 | 2 | 1 | 1 | |||||
F120 | Gafisa SPE 70 Empreendimertos | 5 | 5 | (741) | (746) | |||||
F130 | GAFISA SPE 61 EMPREENDIMENTO I | 4 | 2 | (13) | (13) | |||||
F140 | SOC.EM CTA.DE PARTICIP. GAFISA | (878) | (878) | (878) | (878) | |||||
F260 | Gafisa SPE-75 Emp Imob Ltda | 315 | 250 | 0 | 0 |
Page: 45
Parent | ||||||||||
CURRENT ACCOUNTS | company | Consolidated | ||||||||
6/30/2009 | 3/31/2009 | 6/30/2009 | 3/31/2009 | |||||||
F520 | Gafisa SPE-85 Emp Imob Ltda | (756) | (966) | (772) | (841) | |||||
F580 | Gafisa SPE-86 Emp Imob Ltda | (1) | (1) | - | - | |||||
F590 | Gafisa SPE-81 Emp Imob Ltda | 1 | - | - | - | |||||
F600 | Gafisa SPE-82 Emp Imob Ltda | - | (1) | - | - | |||||
F610 | Gafisa SPE-83 Emp Imob Ltda | - | (1) | - | - | |||||
F620 | Gafisa SPE-87 Emp Imob Ltda | 319 | 293 | 1 | - | |||||
F630 | Gafisa SPE-88 Emp Imob Ltda | (1,738) | (1,794) | - | - | |||||
F640 | Gafisa SPE-89 Emp Imob Ltda | 626 | - | - | - | |||||
F650 | Gafisa SPE-90 Emp Imob Ltda | - | (1) | - | - | |||||
F660 | Gafisa SPE-84 Emp Imob Ltda | 388 | 380 | 381 | 381 | |||||
F970 | Gafisa SPE-92 Emp Imob Ltda | 65 | - | 1 | - | |||||
L130 | Gafisa SPE-77 Emp | 451 | 1,443 | 620 | 1,535 | |||||
N030 | MARIO COVAS SPE EMPREENDIMENTO | 40 | 40 | (816) | (816) | |||||
N040 | IMBUI I SPE EMPREENDIMENTO IMO | 1 | 1 | 1 | - | |||||
N090 | ACEDIO SPE EMPREEND IMOB LTDA | 1 | 1 | - | - | |||||
N120 | MARIA INES SPE EMPREEND IMOB. | 1 | 1 | (2) | (2) | |||||
N230 | GAFISA SPE 64 EMPREENDIMENTO I | 1 | 1 | (149) | 1 | |||||
N250 | FIT Jd Botanico SPE Emp. | 1 | 2 | (39) | (39) | |||||
X100 | CIPESA EMPREENDIMENTOS IMOBILI | 6 | 6 | - | - | |||||
133,771 | 147,596 | 33,484 | 66,812 | |||||||
Ventures of third parties | ||||||||||
A053 | Camargo Corrêa Dês.Imob SA | 917 | 917 | 917 | 917 | |||||
A103 | Genesis Desenvol Imob S/A | (216) | (216) | (216) | (216) | |||||
A213 | Empr. Icorp. Boulevard SPE LT | 56 | 56 | 56 | 56 | |||||
A243 | Cond. Const. Barra First Class | 31 | 31 | 31 | 31 | |||||
A833 | Klabin Segall S.A. | 532 | 532 | 532 | 532 | |||||
A843 | Edge Incorp.e Part.LTDA | 146 | 146 | 146 | 146 | |||||
A853 | Multiplan Plan. Particip. e Ad | 100 | 100 | 100 | 100 | |||||
A933 | Administ Shopping Nova America | 90 | 90 | 90 | 90 | |||||
A973 | Ypuã Empreendimentos Imob | 4 | 4 | 4 | 4 | |||||
B053 | Cond.Constr. Jd Des Tuiliere | (124) | (124) | (124) | (124) | |||||
B103 | Rossi AEM Incorporação Ltda | 3 | 3 | 3 | 3 | |||||
B293 | Patrimônio Constr.e Empr.Ltda | 307 | 307 | 307 | 307 | |||||
B323 | Camargo Corrêa Dês.Imob SA | 39 | 39 | 39 | 39 | |||||
B353 | Cond Park Village | (107) | (107) | (107) | (107) | |||||
B363 | Boulevard0 Jardins Empr Incorp | (89) | (89) | (89) | (89) | |||||
B383 | Rezende Imóveis e Construções | 809 | 809 | 809 | 809 | |||||
B393 | São José Constr e Com Ltda | 543 | 543 | 543 | 543 | |||||
B403 | Condominio Civil Eldorado | 276 | 276 | 276 | 276 | |||||
B423 | Tati Construtora Incorp Ltda | 286 | 286 | 286 | 286 | |||||
B693 | Columbia Engenharia Ltda | 431 | 431 | 431 | 431 | |||||
B753 | Civilcorp Incorporações Ltda | 4 | 4 | 4 | 4 | |||||
B773 | Waldomiro Zarzur Eng. Const.Lt | 1,801 | 1,801 | 1,801 | 1,801 | |||||
B783 | Rossi Residencial S/A | 431 | 431 | 431 | 431 | |||||
B863 | RDV 11 SPE LTDA. | (781) | (781) | (781) | (781) | |||||
B913 | Jorges Imóveis e Administrações | 1 | 1 | 1 | 1 | |||||
C273 | Camargo Corrêa Dês.Imob SA | (669) | (672) | (669) | (672) | |||||
C283 | Camargo Corrêa Dês.Imob SA | (323) | (323) | (323) | (323) | |||||
C433 | Patrimônio Const Empreend Ltda | 155 | 155 | 155 | 155 | |||||
D963 | Alta Vistta Maceio (Controle) | 3,614 | 3,255 | 3,614 | 3,255 | |||||
D973 | Forest Ville (OAS) | 807 | 807 | 807 | 807 | |||||
D983 | Garden Ville (OAS) | 269 | 276 | 269 | 276 | |||||
E093 | JTR - Jatiuca Trade Residence | 4,361 | 3,804 | 4,361 | 3,804 | |||||
E103 | Acquarelle (Controle) | (33) | 1 | (33) | 1 | |||||
E133 | Riv Ponta Negra - Ed Nice | 812 | 545 | 812 | 545 | |||||
E313 | Palm Ville (OAS) | 185 | 185 | 185 | 185 |
Page: 46
Parent | ||||||||||
CURRENT ACCOUNTS | company | Consolidated | ||||||||
6/30/2009 | 3/31/2009 | 6/30/2009 | 3/31/2009 | |||||||
E323 | Art Ville (OAS) | 196 | 180 | 196 | 180 | |||||
E503 | Oscar Freire Open View | (97) | - | (97) | - | |||||
E513 | Open View Galeno de Almeida | (45) | - | (45) | - | |||||
F323 | Incons Empreend. Imob. SP | 500 | - | 500 | - | |||||
F833 | Carlyle RB2 AS | (335) | 29 | (335) | 29 | |||||
F873 | Partifib P. I. Fiorata Lt | (488) | 29 | (488) | 29 | |||||
F883 | Partifib P. I. Volare Ltda | (374) | - | (374) | - | |||||
Other | 343 | 29 | - | - | ||||||
13,609 | 13,790 | 14,025 | 13,761 | |||||||
Grand total | ||||||||||
111,491 | 151,994 | 11,620 | 71,181 | |||||||
Total asset balance | 111,491 | 151,994 | 11,620 | 71,181 | ||||||
Liability balance | - | - | - | - | ||||||
Net balance | 111,491 | 151,994 | 11,620 | 71,181 |
18 Other Operating Expenses
In the period ended June 30, 2009, in addition to the provision mentioned in Note 12 (a), the Company records a provision amounting to R$ 14,900 for potential losses on realization of sundry assets, as well as tax liabilities.
19 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.
20 Segment information
Starting in 2007, following the acquisition, formation and merger of the entities AUSA, FIT Residencial, Bairro Novo and Tenda, respectively, the Company's management assesses segment information on the basis of different business segments rather than geographic regions of its operations.
The Company's chief executive officer, who is responsible for allocating resources among the businesses and monitoring their progress, uses economic present value data, which is derived from a combination of historical and forecasted operating results. The Company provides below a measure of historical profit or loss, selected segment assets and other related information for each reporting segment.
Page: 47
This information is gathered internally and used by management to develop economic present value estimates, provided to the chief executive officer for making operating decisions, including the allocation of resources among segments. The information is derived from the statutory accounting records which are maintained in accordance with the accounting practices adopted in Brazil. The reporting segments do not separate operating expenses, total assets and depreciation. No revenues from an individual client represented more than 10% of net sales and/or services.
6/30/2009 | ||||||||
Gafisa S.A. (*) | TENDA | AUSA | Total | |||||
Net operating revenue | 689,484 | 468,140 | 90,081 | 1,247,705 | ||||
Operating costs | (516,983) | (319,727) | (65,003) | (901,713) | ||||
Gross profit | 172,501 | 148,413 | 25,078 | 345,992 | ||||
Gross margin - % | 25.0% | 31.7% | 27.8% | 27.7% | ||||
Net income (loss) | ||||||||
for the first | 72,223 | 20,668 | 1,610 | 94,501 | ||||
half | ||||||||
Receivables from clients (current and long | 1,843,601 | 896,036 | 173,689 | 2,913,326 | ||||
Properties for sale | 1,146,207 | 492,655 | 151,063 | 1,789,925 | ||||
Other assets | 777,530 | 906,911 | 47,846 | 1,732,287 | ||||
Total assets | 3,767,338 | 2,295,602 | 372,598 | 6,435,538 | ||||
(*) Includes all subsidiaries, except Tenda and Alphaville Urbanismo S.A.
Page: 48
6/30/2008 | ||||||||||
Fit | ||||||||||
Gafisa S.A. (*) | AUSA | Residencial | Bairro Novo | Total | ||||||
Net operating revenue | 668,585 | 110,842 | 33,781 | 366 | 813,574 | |||||
Operating costs | (470,124) | (75,788) | (21,690) | (235) | (567,837) | |||||
Gross profit | 198,461 | 35,054 | 12,091 | 131 | 245,737 | |||||
Gross margin - % | 29.7% | 31.6% | 35.8% | 131 | 30.2% | |||||
Net income (loss) | ||||||||||
for the first | 84,463 | 8,459 | (4,475) | (5,841) | 82,060 | |||||
half | ||||||||||
Receivables from clients (current and | ||||||||||
long term) | 1,327,384 | 147,563 | 33,788 | 347 | 1,509,082 | |||||
Properties for sale | 1,193,251 | 109,973 | 116,295 | 2,545 | 1,422,064 | |||||
Other assets | 1,230,351 | 29,094 | 32,617 | 20,512 | 1,312,574 | |||||
Total assets | 3,750,986 | 286,630 | 182,700 | 23,404 | 4,243,720 | |||||
(*) Includes all subsidiaries, except Construtora Tenda S.A., Alphaville Urbanismo S.A., and Fit Residencial.
21 Subsequent events Resolutions at the Debenture Holders Meeting
At the Debenture Holders Meeting held on July 21, 2009, debenture holders authorized the amendment to the Private Deed of the 4th Simple Debenture Issuance of Gafisa S.A., entered into between the Company and Planner Trustee DTVM S.A. on August 16, 2006, as amended on September 18, 2006, to reflect the following changes that were approved by the debenture holders of the 4th issuance of the Company:
1. Exclusion of the indebtedness limit of R$1,000,000(one billion reais);
2. Substitution of the SFH Debt concept for Project Debt, which will have the following wording: Project Debt is the sum of all loan agreements entered into by Gafisa in order to finance construction and for which funds are provided by the National Housing System (SFH) or the Government Severance Indemnity Fund for Employees (FGTS) (including the loan agreements of its subsidiaries, taken into consideration in proportion to the interest held by Gafisa in each of them);
3. Change of the formula provided for in item 1, line (m) of item 4.12.1 of the Deed, including Project Debt in the numerator and Minority Interest in the denominator; accordingly, the new wording is as follows: Total Debt Project Debts Cash, Cash Equivalents and Financial Investments / (Shareholders Equity + Minority Interest) 75%. The FIDC values recorded in the account Minority Interest will not be considered for purposes of covenant calculation;
Page: 49
4. Inclusion of the clause that refers to Early Redemption, upon payment of a premium of 2.5% on a pro rata basis. The redemption may be total or partial at the indexed face value, plus interest on a pro rata basis, and the payment of the above-mentioned premium. In the event of partial early redemption, the criterion of lottery will be adopted, and it will be made in the presence of a trust agent;
5. Approval of the change in the Debenture interest, so that from July 1, 2009 it includes interest on the outstanding Unit Face Value, and established based on the accumulation of average one-day Interbank Deposit (DI) rate, Extra Group, expressed as a percentage per year, based on 252 business days, calculated and disclosed by CETIP S.A. Balcão Organizado de Ativos e Derivativos (OTC Clearinghouse), in the Daily Bulletin available at its website (http://www.cetip.com.br) or in a newspaper of wide circulation (DI Rate), exponentially increased by a spread of 3.25% per year, based on 252 business days. The interest payable will be calculated exponentially and cumulatively, on a pro rata basis, over the elapsed business days, on the outstanding Unit Face Value of Debentures from July 1, 2009, or the maturity date of the last Capitalization Period, as the case may be, until the date of its effective payment, according to the calculation formula provided for in the Deed;
The indices and minimum and maximum amounts required by these renegotiated restrictive covenants calculated retrospectively as of June 30, 2009 and March 31, 2009 are as follows:
6/30/2009 | 3/31/2009 | |||
Second program first issuance | ||||
Total debt, less project debt, less cash, cash equivalents | ||||
and financial investments cannot exceed 75% of | 9% | 31% | ||
shareholders equity plus minority interest | ||||
Total receivables from clients, plus inventory of finished | ||||
units, required to be over 2.0 times total debt | 2.8 times | 3.6 times |
* * *
Page: 50
7.01 COMMENT ON THE COMPANY PERFORMANCE IN THE QUARTER |
SEE 12.01 - COMMENT ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER. |
Page: 1
12.01 COMMENT ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
Gafisa Reports Second Quarter 2009 Results
--- Sales Grow to R$835 million for the quarter; R$1.4 billion for the first half of 2009 ---
--- EBITDA Increases 76% to R$138.4 million on Revenue Increase of 54% to R$706 million ---
--- R$1.1 billion in Consolidated Cash
and Equivalents ---
FOR IMMEDIATE RELEASE - São Paulo, July 31st, 2009 Gafisa S.A. (Bovespa: GFSA3; NYSE: GFA), Brazils leading diversified national homebuilder, today reported financial results for the second quarter ended June 30, 2009. The financial statements were prepared and presented in accordance with Brazilian GAAP and in Brazilian Reais (R$). Only financial data derived from the Companys accounting system were subject to review by the Companys auditors. Operating and financial information not directly linked to the accounting system (i.e., launches, pre-sales, average sales price, land bank, PSV and others) or non-BR GAAP measures were not reviewed by the auditors. Additionally, financial statements and operating information consolidate the numbers for Gafisa and its subsidiaries, and refer to Gafisas stake (or participation) in its developments. The second quarter and first half of 2008 have been adjusted in accordance with Law 11638, which brings accounting standards closer to the IFRS, for comparison purposes to the second quarter and first half of 2009.
Commenting on the second quarter highlights, Wilson Amaral, CEO of Gafisa, said: During the quarter, we witnessed healthy demand in all segments of the Brazilian real estate market. Historically low interest rate and inflation levels have prevailed, and the confluence of increasing economic prosperity, strong government support of home ownership, and a substantial household formation in all regions of the country contributed to Gafisa achieving strong net sales of R$835 million in the quarter and R$1.4 billion during the first half of 2009. Our diverse residential product lines, brand strength in all income segments, and a national footprint spanning twenty states positioned us very well to capture the renewed growth of the sector.
Amaral added, Gafisa posted solid second quarter results, with consolidated revenues of R$706 million, an increase of 30% over last quarters result contributing to a gross profit of R$191 million, a 41% improvement as compared to the same period one year ago. We sold 5,894 units, representing R$835 million of which almost 75% were launched before 2009. While launches increased sequentially, we will continue to only launch new projects with demonstrated demand and project financing in place.
IR Contact | Operating & Financial Highlights | |
Julia Freitas Forbes | Launches totaled R$626 million for the quarter, a decline of 56% as compared to the second quarter of 2008. Pre-sales from current launches and inventory reached R$835 million for the quarter, a 9% increase over 2Q08 while total pre-sales for the first half was R$1.4 billion, similar to the first half of 2008. Net operating revenues, recognized by the Percentage of Completion (PoC) method, rose 54% to R$705.8 million from R$458.8 million in 2Q08. 2Q09 Adjusted EBITDA reached R$142.2 million (20.1% adjusted EBITDA margin), a 69% increase compared to Adjusted EBITDA of R$84.3 million (18.4% adjusted EBITDA margin) reached in 2Q08. Net Income before minorities and stock option expenses was R$81.1 million for the quarter (11.5% adjusted net margin) an increase of 26.0% compared with R$64.4 million in 2Q08. Net Income was R$57.8 million and EPS was R$0.44 compared to R$42.8 million and EPS of R$0.33 in the prior year. |
|
Email: ri@gafisa.com.br | ||
IR Website: | ||
www.gafisa.com.br/ir | ||
2Q09 Earnings Results | ||
Conference Call | ||
Monday, August 3, 2009 | ||
> In English | ||
11:30 AM US EST | ||
12:30 PM Brasilia Time | ||
Phones: | ||
+1 800 860-2442 (US only) | ||
+1 412 858-4600 (other | ||
countries) Code: Gafisa | ||
> In Portuguese | ||
10:00 AM US EST | ||
11:00 AM Brasilia Time |
||
Phone: +55 (11) 4688-6361 | ||
Code: Gafisa |
Page: 1
The Backlog of Revenues to be recognized under the PoC method reached R$3.1 billion, a 66.5% increase over 2Q08. The Backlog Margin to be recognized reached 36.4%. Gafisas consolidated land bank was R$16.0 billion at 2Q09, representing a 22% increase over 2Q08 and a 6% decrease from the previous quarter. Gafisas consolidated cash position was R$1.1 billion at the end of June including the proceeds from a second securitization of Gafisa receivables and Tendas R$600 million debenture through Caixa. | ||
Page: 2
CEO Commentary and Corporate Highlights for 2Q 2009 |
We are pleased to report that as the second quarter came to a close we saw improved market conditions resulting in considerable demand for products from each segment of our business. Sales velocity for the quarter demonstrates the return of all buyers to the market with consolidated sales speed at 24%, and impressive rates of 28% for our higher-end products offered by Alphaville and for our affordable entry-level products offered by Tenda. We have spent the last few years building a solid platform to serve the diverse housing needs of Brazils families and are convinced that we have chosen the right vehicles. Tenda captures the enormous opportunity at the lower end of the market, and Alphaville and Gafisa serve the immensely important segments on the mid and upper end which represent a market potential of R$100 billion per year. We enter the second half of 2009 with a strong balance sheet that gives us increased financial flexibility, along with the internal capacity and relationships that will allow us to meet the continued growth in demand for all segments of our business.
While much attention has been paid over recent periods to the promise of the affordable homebuilding segment, particularly in light of the recently announced federal housing program, Minha Casa, Minha Vida, which targets precisely the population served by Tenda, it is the Gafisa and Alphaville brands that are strong current contributors to operating profitability and equally represent a significant market opportunity. During the second quarter, the success of three high-ticket launches in the state of São Paulo underscored the popularity of these brands and showed Gafisas ability to selectively develop its large land bank in accordance with local market demand, thereby maximizing profitability. We saw impressive sales velocity at each of the launched projects, highlighted by more than 80% of lots selling in the first weekend at Alphavilles Granja Viana. Our second quarter results illustrate this point -- customers from the higher income segments returned to the market and again made a substantial contribution to our overall results with adjusted EBITDA from these two segments representing a total of R$103.5 million, with an adjusted EBITDA margin of 23.3% . Given the different business models as well as the timing of recent investments associated with the affordable entry-level segments, we will be providing operating profitability by business unit going forward. As the top line continues to grow at Tenda and additional synergies are achieved, it too will soon show stronger levels of operating profitability.
A number of recent government measures, including the R$34 billion package to foster growth in the housing industry, a federal incentive program aimed at building one million houses by 2010 and the Central Banks recent cutting of the Selic rate to 8.75%, the lowest rate in Brazil since 1999, have resulted in stimulating demand and increasing the availability of funds to support growth of the housing industry. Stability has prevailed and positive macroeconomic trends are emerging. The seasonally-adjusted unemployment rate fell to 8% in June, the lowest level since November 2008, and in July, consumer confidence reached its highest level since September 2008. Importantly, we have seen signs of strengthened demand for housing in the mid/mid-high segment that is traditionally more sensitive to economic uncertainty and this bolsters our confidence in the opportunity in all housing segments.
With $1.1 billion in cash on a consolidated basis and a net debt to equity and minority shareholders position of 66%, we are in a very strong position to continue to fund future growth. In fact, our financial flexibility was recently enhanced as we were able to successfully remove an outdated debt covenant that was negotiated in 2006, when the Companys equity was less than half its current amount. And while we will be paying additional interest in line with current market rates, the removal of the debt covenant along with a few other concessions will permit the Company, should we choose, to take advantage of improved credit market conditions and consider an array of financing alternatives to fund potential opportunities in the market beyond our current plan.
We believe we have the resources and expertise in place to execute our strategy and meet the increased demand expected during the remainder of 2009. Gafisas geographic and segment diversification strategies give it flexibility in execution, as does our investment in human talent which includes over 450 engineers in training and 250 in charge, and our ability to simultaneously manage over 300 projects throughout the country as Brazils largest real estate construction company. This combination of agility and scale, backed by financial strength, large land reserves, and a commitment to development of human talent will ensure the Companys ability to deliver high returns and extend its track record of capitalizing on market growth.
Wilson Amaral
CEO -- Gafisa S.A.
Page: 3
Recent Developments |
Strong Sales Performance of Mid/Mid-high Segments: During the first half of 2009, Gafisa had a very strong net sales performance with R$835 million. In addition to increased demand for Tendas affordable entry level products, Gafisa experienced strong sales of the mid/mid-high level products of Gafisa and Alphaville. Indicative of an improved demand scenario were three high-ticket launches. Gafisa launched two developments priced above R$500 thousand per unit: Vistta Santana, sold 44% in the first month and Estação Sorocaba sold 50% in the first week after launch. Additionally, Alphavilles Granja Viana in greater São Paulo sold 82% over the first weekend and nearly sold out in two weeks.
Affordable Entry-Level Segment: Tenda is successfully integrating the operations of Fit and the Cotia development and is seeing the benefits of its unique sales platform to showcase products geared to the affordable entry-level market. During the second quarter sales were R$367 million on 4,366 units at an average price of approximately R$84,000. With the lowest price points in the industry, Tendas customers are able to benefit from the subsidies provided by the governments recently announced housing program. As of May 2009, Tenda began to draw down on funds which have been fully disbursed from the R$600 million debenture raised through Caixa announced in the first quarter.
Diversified Geographies and Products: In December 2006, the Gafisa brand higher income product represented 100% of the Companys revenues, pre-sales and launches and the Company was present in 10 states and 16 cities with 70 developments. At the end of the second quarter 2009, Gafisas mid/mid-high products represent 69% of launches and 56% of pre-sales, while Tendas represent 31% of launches and 44% of pre-sales. The Companys well-known brands are now present in more than 20 states and 99 cities.
2006 Debenture Covenant Successfully Renegotiated: On July 21, 2009, 97.65% of the debenture holders voted to remove the financial covenant restricting net debt to R$1.0 billion and provided the Company with additional financial flexibility with regard to the calculation of the net debt/equity covenant. In exchange for the changes to the existing covenants, Gafisas interest payment will increase to CDI + 3.25% from CDI + 1.3% as of July 1, 2009, a rate that is in line with current market rates. Additionally, the debentures may be redeemed at any time by the Company against payment of a premium equal to 2.5% calculated pro rata from July 31, 2009 until the date of redemption.
Completed Second Securitization: During the quarter, Gafisa completed its second securitization of receivables of 2009, a transaction which generated net proceeds of R$70 million.
Cancellation of Public Offering of Shares: Because of financial market conditions, Gafisa cancelled a previously announced equity offering on July 13, 2009. The Companys expectations for achieving its consolidated sales guidance provided in 1Q09 of R$2.7 - R$3.2 billion have not changed, as proceeds from the offering were not planned as a source of funding to achieve the 2009 objectives. Since the cancellation of the offering, the financial markets have improved and the Company has received indications that, should it choose, it would have ample opportunity to tap the debt markets under favorable conditions.
Gafisa concluded the transfer of Cotia development to Tenda: At the end of June, Gafisa transferred to Tenda the Cotia project, at book value of approximately R$45.8 million, to be paid within 3 years.
SAP and Sarbanes-Oxley: The roll-out of the SAP management information system has been completed and the Company has been certified as Sarbanes- Oxley (SOX) compliant, without any material weakness. For 2009, the compliance effort will remain to ensure a continuous effective control environment, including all new and relevant affiliated companies.
Page: 4
Operating and Financial Highlights (R$000) | 2Q09 | 2Q08 | Var. (%) | 1H09 | 1H08 | Var. (%) | ||||||
Launches (%Gafisa) | 626,282 | 1,408,908 | -55.5% | 786,525 | 2,729,530 | -71.2% | ||||||
Launches (100%)1) | 742,411 | 1,704,632 | -56.4% | 920,834 | 3,215,677 | -71.4% | ||||||
Launches, units (%Gafisa) | 2,568 | 11,025 | -76.7% | 3,219 | 22,031 | -85.4% | ||||||
Launches, units (100%)1) | 3,079 | 12,577 | -75.5% | 3,827 | 23,994 | -84.1% | ||||||
Contracted sales (%Gafisa) | 835,442 | 764,235 | 9.3% | 1,393,876 | 1,431,781 | -2.6% | ||||||
Contracted sales (100%)1) | 984,308 | 866,476 | 13.6% | 1,625,682 | 1,708,009 | -4.8% | ||||||
Contracted sales, units (% Gafisa) | 5,894 | 5,627 | 4.7% | 10,068 | 9,759 | 3.2% | ||||||
Contracted sales, units (100%)1) | 6,550 | 6,102 | 7.3% | 11,055 | 10,671 | 3.6% | ||||||
Net revenues | 705,818 | 458,821 | 53.8% | 1,247,705 | 813,574 | 53.4% | ||||||
Gross profit | 191,353 | 135,600 | 41.1% | 345,992 | 245,737 | 40.8% | ||||||
Gross margin | 27.1% | 29.6% | -244 bps | 27.7% | 30.2% | -247 bps | ||||||
Adjusted EBITDA2) | 142,184 | 84,286 | 68.7% | 250,616 | 148,411 | 68.9% | ||||||
Adjusted EBITDA margin2) | 20.1% | 18.4% | 177 bps | 20.1% | 18.2% | 184 bps | ||||||
Adjusted Net profit3) | 81,127 | 64,386 | 26.0% | 138,179 | 111,599 | 23.8% | ||||||
Adjusted Net margin3) | 11.5% | 14.0% | -254 bps | 11.1% | 13.7% | -264 bps | ||||||
Net profit | 57,768 | 42,759 | 35.1% | 94,501 | 82,606 | 14.4% | ||||||
EPS (R$) | 0.44 | 0.33 | 34.2% | 0.73 | 0.64 | 14.0% | ||||||
Number of shares ('000 final) | 130,338 | 129,463 | 0.7% | 129,963 | 129,463 | 0.4% | ||||||
Revenues to be recognized | 3,092 | 1,857 | 66.5% | 3,092 | 1,857 | 66.5% | ||||||
Results to be recognized4) | 1,125 | 667 | 68.6% | 1,125 | 667 | 68.6% | ||||||
REF margin4) | 36.4% | 35.9% | 45 bps | 36.4% | 35.9% | 45 bps | ||||||
Net debt and Investor obligations | 1,486,441 | 609,502 | 143.9% | 1,486,441 | 609,502 | 143.9% | ||||||
Cash and availabilities | 1,056,312 | 776,464 | 36.0% | 1,056,312 | 776,464 | 36.0% | ||||||
Equity | 1,717,246 | 1,610,263 | 6.6% | 1,717,246 | 1,610,263 | 6.6% | ||||||
Equity + Minority shareholders | 2,264,340 | 1,649,780 | 37.3% | 2,264,340 | 1,649,780 | 37.3% | ||||||
Total assets | 6,435,538 | 4,243,721 | 51.6% | 6,435,538 | 4,243,721 | 51.6% | ||||||
(Net debt + Obligations) / (Equity + Minorities) | 65.6% | 36.9% | 1 bps | 65.6% | 36.9% | 1 bps | ||||||
(1) Gafisa's and Alphaville's numbers at 100% and Tenda's numbers at company stake | ||||||||||||
(2) Adjusted for expenses with stock options plans (non-cash) | ||||||||||||
(3) Adjusted for expenses with stock options plans (non-cash) and minority shareholders | ||||||||||||
(4) Results to be recognized net of PIS/Cofins - 3.65%; excludes the present value method introduced by law 11638 |
Page: 5
Launches |
Gafisa has been gradually increasing its launches based on a recovering market and is ready to react promptly if this trend continues. Consolidated launches totaled R$626 million, a 56% decrease when compared to 2Q08. 64% of Gafisa launches were projects with price per unit below R$500 thousand, while Tenda had nearly one third of its launches on projects with prices per unit below R$130 thousand. The Gafisa segment was responsible for 56% of launches, Alphaville accounted for 13% and Tenda for the remaining 31%.
The tables below detail new projects launched in the second quarters and first half of 2009 and 2008:
Table 1 - Launches per company per region
%Gafisa - R$000 | 2Q09 | 2Q08 | Var. (%) | 1H09 | 1H08 | Var. (%) | ||||||||
Gafisa | São Paulo | 241,308 | 200,627 | 20% | 315,259 | 452,281 | -30% | |||||||
Rio de Janeiro | 38,995 | 85,653 | -54% | 63,202 | 193,884 | -67% | ||||||||
Other | 71,695 | 309,271 | -77% | 111,899 | 440,169 | -75% | ||||||||
Total | 351,998 | 595,551 | -41% | 490,360 | 1,086,334 | -55% | ||||||||
Units | 813 | 2,157 | -62% | 1,291 | 3,112 | -59% | ||||||||
Alphaville | São Paulo | 46,570 | 0 | --- | 46,570 | 0 | --- | |||||||
Rio de Janeiro | 35,896 | 29,343 | 22% | 35,896 | 29,343 | 22% | ||||||||
Other | 0 | 72,534 | -100% | 21,881 | 131,055 | -83% | ||||||||
Total | 82,466 | 101,877 | -19% | 104,347 | 160,398 | -35% | ||||||||
Units | 267 | 738 | -64% | 439 | 1,126 | -61% | ||||||||
Tenda 1) | São Paulo | 55,757 | 197,107 | -72% | 55,757 | 200,104 | -72% | |||||||
Rio de Janeiro | 0 | 60,361 | -100% | 0 | 134,659 | -100% | ||||||||
Other | 136,061 | 454,012 | -70% | 136,061 | 1,148,036 | -88% | ||||||||
Total | 191,818 | 711,480 | -73% | 191,818 | 1,482,799 | -87% | ||||||||
Units | 1,488 | 8,131 | -82% | 1,488 | 17,794 | -92% | ||||||||
Consolidated | Total - R$000 | 626,282 | 1,408,908 | -56% | 786,525 | 2,729,531 | -71% | |||||||
Total - Units | 2,568 | 11,026 | -77% | 3,218 | 22,032 | -85% | ||||||||
Table 2 - Launches per company per unit price | ||||||||||||||
%Gafisa - R$000 | 2Q09 | 2Q08 | Var. (%) | 1H09 | 1H08 | Var. (%) | ||||||||
Gafisa | < R$500K | 224,958 | 453,890 | -50% | 303,517 | 719,250 | -58% | |||||||
> R$500K | 127,040 | 141,661 | -10% | 186,843 | 367,084 | -49% | ||||||||
Total | 351,998 | 595,551 | -41% | 490,360 | 1,086,334 | -55% | ||||||||
Alphaville | > R$100K; < R$500K | 82,466 | 101,877 | -19% | 104,347 | 160,398 | -35% | |||||||
Tenda 1) | < R$130K | 64,079 | 572,385 | -89% | 64,079 | 1,302,331 | -95% | |||||||
> R$130K | 127,739 | 139,095 | -8% | 127,739 | 180,468 | -29% | ||||||||
Total | 191,818 | 711,480 | -73% | 191,818 | 1,482,799 | -87% | ||||||||
Consolidated | 626,282 | 1,408,908 | -56% | 786,525 | 2,729,531 | -71% | ||||||||
(1) Includes Tenda, Fit Residencial and Bairro Novo in 2008 |
Page: 6
Pre-Sales |
Pre-sales reached R$835 million, a 9% increase compared to R$764 million in 2Q08. Our pre-sales were equivalent to 133% of our launches. The Gafisa segment was responsible for 47% of total pre-sales, while Alphaville was responsible for 9% and Tenda for the other 44%. Considering Gafisas pre-sales, 56% came from units priced below R$500 thousand and 89% of Tendas pre-sales came from units with prices below R$130 thousand.
Pre-sales for projects launched before 2009 accounted for 74% of our total consolidated sales.
The tables below illustrate a detailed breakdown of our pre-sales for the second quarters and first half of 2008 and 2009:
Table 3 - Sales per company per region | ||||||||||||||
%Gafisa - R$000 | 2Q09 | 2Q08 | Var. (%) | 1H09 | 1H08 | Var. (%) | ||||||||
Gafisa | São Paulo | 198,855 | 181,521 | 10% | 345,367 | 319,753 | 8% | |||||||
Rio de Janeiro | 90,905 | 118,185 | -23% | 134,738 | 193,292 | -30% | ||||||||
Other | 99,910 | 72,285 | 38% | 179,697 | 221,319 | -19% | ||||||||
Total | 389,670 | 371,991 | 5% | 659,802 | 734,364 | -10% | ||||||||
Units | 1,123 | 1,104 | 2% | 1,923 | 1,906 | 1% | ||||||||
Alphaville | São Paulo | 40,665 | 3,511 | 1058% | 43,972 | 5,608 | 684% | |||||||
Rio de Janeiro | 11,635 | 2,801 | 315% | 20,721 | 5,222 | 297% | ||||||||
Other | 26,659 | 68,634 | -61% | 49,645 | 121,067 | -59% | ||||||||
Total | 78,959 | 74,946 | 5% | 114,338 | 131,897 | -13% | ||||||||
Units | 406 | 431 | -6% | 622 | 745 | -17% | ||||||||
Tenda 1) | São Paulo | 139,195 | 66,510 | 109% | 222,518 | 142,474 | 56% | |||||||
Rio de Janeiro | 70,217 | 68,057 | 3% | 109,695 | 131,550 | -17% | ||||||||
Other | 157,401 | 182,729 | -14% | 287,522 | 291,495 | -1% | ||||||||
Total | 366,813 | 317,296 | 16% | 619,735 | 565,519 | 10% | ||||||||
Units | 4,366 | 4,092 | 7% | 7,523 | 7,107 | 6% | ||||||||
Consolidated | Total - R$000 | 835,442 | 764,233 | 9% | 1,393,875 | 1,431,780 | -3% | |||||||
Total - Units | 5,895 | 5,627 | 5% | 10,068 | 9,758 | 3% | ||||||||
Table 4 - Sales per company per unit price | ||||||||||||||
%Gafisa - R$000 | 2Q09 | 2Q08 | Var. (%) | 1H09 | 1H08 | Var. (%) | ||||||||
Gafisa | <R$500K | 216,353 | 235,400 | -8% | 410,024 | 425,576 | -4% | |||||||
> R$500K | 173,318 | 136,592 | 27% | 249,778 | 308,789 | -19% | ||||||||
Total | 389,671 | 371,992 | 5% | 659,802 | 734,365 | -10% | ||||||||
Alphaville | > R$100K; < R$500K | 78,959 | 74,946 | 5% | 114,338 | 131,897 | -13% | |||||||
Tenda 1) | <R$130K | 326,916 | 285,124 | 15% | 545,734 | 527,877 | 3% | |||||||
> R$130K | 39,897 | 32,174 | 24% | 74,001 | 37,643 | 97% | ||||||||
Total | 366,813 | 317,298 | 16% | 619,735 | 565,520 | 10% | ||||||||
Consolidated | Total | 835,443 | 764,236 | 9% | 1,393,875 | 1,431,781 | -3% | |||||||
1) Includes Tenda, Fit Residencial and Bairro Novo in 2008 |
Page: 7
Sales Velocity |
The consolidated company attained a sales velocity of 24% in the second quarter of 2009 following a velocity of 16% in 1Q09. We maintained a well distributed sales speed among our projects with different launch dates.
Table 5 - Sales velocity per company | ||||||
Inventories end of period |
Sales | Sales velocity | ||||
Gafisa | 1,541,788 | 389,671 | 20.2% | |||
AlphaVille | 203,369 | 78,959 | 28.0% | |||
Tenda | 934,007 | 366,813 | 28.2% | |||
Total | 2,679,165 | 835,443 | 23.8% | |||
Table 6 - Sales velocity per launch date | ||||||
2Q09 | ||||||
Inventories end of period | Sales | Sales velocity | ||||
2009 launches | 430,666 | 216,598 | 33.5% | |||
2008 launches | 1,285,833 | 274,157 | 17.6% | |||
2007 launches | 757,301 | 249,197 | 24.8% | |||
2006 launches | 205,365 | 95,491 | 31.7% | |||
Total | 2,679,165 | 835,443 | 23.8% | |||
Operations |
Gafisa is present in 20 different states and 99 cities, with 194 projects under development. Upholding our solid track record and nation-wide presence, Gafisa continues to launch successful projects in new regions and to deliver its projects according to schedule and budget.
Completed Projects |
Gafisa completed 31 projects during 2Q09 with 2,894 units equivalent to a PSV of R$264 million. During the second quarter, Gafisa and Alphaville delivered 1 project each and Tenda delivered the remaining 29.
During the first half of 2009, Gafisa delivered 59 projects with 5,431 units, equivalent to a PSV of R$670 million. Tenda was responsible for delivering 51 projects, Alphaville, 2 projects and Gafisa delivered the other 7.
Land Bank |
The Companys land bank of approximately R$ 16 billion is composed of 303 different sites in 21 states, equivalent to more than 103 thousand units. In line with our strategy, 73% of our land bank was acquired through swaps which require no cash obligations.
The table below shows a detailed breakdown of our current land bank:
Page: 8
Table 7 - Landbank per company per region | ||||||||||||||
PSV - R$ million | %Swap | %Swap | %Swap | Potential units | Potential units | |||||||||
(%Gafisa) | Total | Units | Financial | (%Gafisa) | (100%) | |||||||||
Gafisa | São Paulo | 3,221 | 34% | 32% | 2% | 7,788 | 8,058 | |||||||
Rio de Janeiro | 1,394 | 36% | 33% | 4% | 2,222 | 2,483 | ||||||||
Other | 2,702 | 59% | 50% | 9% | 10,050 | 13,328 | ||||||||
Total | 7,318 | 42% | 38% | 4% | 20,060 | 23,869 | ||||||||
Alphaville | São Paulo | 1,006 | 97% | 0% | 97% | 6,099 | 13,141 | |||||||
Rio de Janeiro | 268 | 98% | 0% | 98% | 1,470 | 2,350 | ||||||||
Other | 1,859 | 96% | 0% | 96% | 14,439 | 20,010 | ||||||||
Total | 3,133 | 97% | 0% | 97% | 22,008 | 35,501 | ||||||||
Tenda | São Paulo | 1,948 | 12% | 12% | 0% | 19,500 | 19,995 | |||||||
Rio de Janeiro | 1,944 | 21% | 21% | 0% | 24,752 | 17,096 | ||||||||
Other | 1,652 | 15% | 15% | 0% | 17,469 | 25,937 | ||||||||
Total | 5,544 | 15% | 15% | 0% | 61,721 | 63,028 | ||||||||
Total | São Paulo | 6,175 | 74% | 9% | 65% | 33,387 | 41,194 | |||||||
Rio de Janeiro | 3,607 | 66% | 15% | 51% | 28,444 | 21,929 | ||||||||
Other | 6,213 | 75% | 15% | 60% | 41,958 | 59,275 | ||||||||
Total | 15,995 | 73% | 12% | 61% | 103,789 | 122,397 | ||||||||
Note: %Swap refers to swap value over total land cost |
Number of projects | ||
Gafisa | 90 | |
AlphaVille | 36 | |
Tenda | 177 | |
Total | 303 | |
Table 8 - Landbank per company per unit price | ||||||||||||||
PSV - R$ million | %Swap | %Swap | %Swap | Potential units | Potential units | |||||||||
(%Gafisa) | Total | Units | Financial | (%Gafisa) | (100%) | |||||||||
Gafisa | <R$500K | 4,530 | 27% | 4% | 4% | 16,319 | 19,650 | |||||||
> R$500K | 2,787 | 15% | 14% | 1% | 3,742 | 4,219 | ||||||||
Total | 7,318 | 42% | 38% | 4% | 20,061 | 23,869 | ||||||||
Alphaville | > R$100K; <R$500K | 3,133 | 97% | 0% | 97% | 22,009 | 35,501 | |||||||
Total | 3,133 | 97% | 0% | 97% | 22,009 | 35,501 | ||||||||
Tenda | <R$130K | 4,585 | 15% | 15% | 0% | 53,844 | 55,116 | |||||||
> R$130K | 959 | 3% | 3% | 0% | 7,877 | 7,912 | ||||||||
Total | 5,544 | 18% | 18% | 0% | 61,721 | 63,028 | ||||||||
Consolidated | Total | 15,995 | 0% | 0% | 0% | 103,791 | 122,397 | |||||||
Page: 9
2Q09 - Revenues |
Net operating revenues for 2Q09 rose 54% to R$705.8 million from R$458.8 million in 2Q08. In this quarter we started to demonstrate the advantages of serving all segments, with Tenda contributing 37% of the consolidated revenues.
Revenues for the industry are recognized based on actual cost versus total budgeted costs of land and construction (Percentage of Completion method or PoC method) and the pre-sales portfolio is recognized in future periods even if the company has already completely pre-sold developments.
The table below presents detailed information about pre-sales and recognized revenues by launch year:
Table 9 - Sales vs. Recognized revenues | ||||||||||
2Q09 | ||||||||||
%Gafisa - R$000 | Sales | % Sales | Revenues | % Revenues | ||||||
Gafisa | 2009 launches | 179,662 | 38% | 7,555 | 2% | |||||
2008 launches | 118,484 | 25% | 120,841 | 27% | ||||||
2007 launches | 73,991 | 16% | 196,461 | 44% | ||||||
2006 launches | 96,492 | 21% | 119,533 | 27% | ||||||
Total Gafisa | 468,630 | 100% | 444,390 | 100% | ||||||
Tenda | Total Tenda | 366,812 | --- | 261,428 | --- | |||||
Total | 835,442 | 705,818 | ||||||||
2Q09 - Gross Profits |
On a consolidated basis, 2Q09 Gross profit totaled R$191.4 million, an increase of 41% over 2Q08 and 24% over 1Q09, reflecting our continued growth and business expansion. Our gross margin for 2Q09 reached 27.1%, 244 basis points lower than 2Q08, partially because of a reclassification of our land cost recognition for unit swaps and partially because of an increase in capitalized interest from R$5.9 million in 2Q08 to R$20.2 million in 2Q09 (capitalized interest transferred to COGS represented 2.9% of Net revenues in 2Q09 and 1.3% in 2Q08, an increase of 157 basis points).
Page: 10
Table 10 - Capitalized interest | ||||||
(R$000) | 2Q09 | 2Q08 | ||||
Gafisa | Initial balance | 90,081 | 38,095 | |||
Capitalized interest | 14,936 | 20,576 | ||||
Interest transfered to COGS | (15,034) | (5,811) | ||||
Final balance | 89,983 | 52,860 | ||||
Tenda 1) | Initial balance | 1,443 | 124 | |||
Capitalized interest | 10,964 | 388 | ||||
Interest transfered to COGS | (5,152) | (86) | ||||
Final balance | 7,255 | 426 | ||||
Consolidated | Initial balance | 91,524 | 38,219 | |||
Capitalized interest | 25,900 | 20,964 | ||||
Interest transfered to COGS | (20,186) | (5,897) | ||||
Final balance | 97,238 | 53,286 | ||||
1) Includes Fit Residencial and Bairro Novo in 2008 |
2Q09 Selling, General, and Administrative Expenses (SG&A) |
SG&A ratios were impacted by our initiatives in the affordable segment. The figures reflect our business diversification strategy, as Tendas sales platform will achieve its proper dilution as revenues and sales volumes ramp-up in the following quarters.
Page: 11
Table 11 - Sales and G&A expenses per company | ||||||||||
(R$000) | 2Q09 | 2Q08 | 1H09 | 1H08 | ||||||
Gafisa | Selling expeneses | 23,679 | 27,366 | 46,745 | 46,516 | |||||
G&A expenses | 38,978 | 32,595 | 67,831 | 62,337 | ||||||
SG&A | 62,657 | 59,961 | 114,576 | 108,853 | ||||||
Selling expeneses / Sales | 5.1% | 6.1% | 6.0% | 5.4% | ||||||
G&A expenses / Sales | 8.3% | 7.3% | 8.8% | 7.2% | ||||||
SG&A / Sales | 13.4% | 13.4% | 14.8% | 12.6% | ||||||
Selling expeneses / Net revenues | 5.3% | 6.2% | 6.0% | 6.0% | ||||||
G&A expenses / Net revenues | 8.8% | 7.4% | 8.7% | 8.0% | ||||||
SG&A / Net revenues | 14.1% | 13.6% | 14.8% | 14.0% | ||||||
Tenda 1) | Selling expeneses | 27,502 | 3,557 | 51,043 | 5,826 | |||||
G&A expenses | 20,334 | 6,058 | 47,399 | 12,401 | ||||||
SG&A | 47,836 | 9,615 | 98,442 | 18,227 | ||||||
Selling expeneses / Sales | 7.5% | 3.3% | 8.2% | 3.1% | ||||||
G&A expenses / Sales | 5.5% | 5.7% | 7.6% | 6.6% | ||||||
SG&A / Sales | 13.0% | 9.0% | 15.9% | 9.6% | ||||||
Selling expeneses / Net revenues | 10.5% | 19.1% | 10.8% | 17.1% | ||||||
G&A expenses / Net revenues | 7.8% | 32.5% | 10.1% | 36.3% | ||||||
SG&A / Net revenues | 18.3% | 51.7% | 20.9% | 53.4% | ||||||
Consolidated | Selling expeneses | 51,182 | 30,923 | 97,788 | 52,342 | |||||
G&A expenses | 59,312 | 38,653 | 115,230 | 74,738 | ||||||
SG&A | 110,493 | 69,576 | 213,018 | 127,080 | ||||||
Selling expeneses / Sales | 6.1% | 5.6% | 7.0% | 5.0% | ||||||
G&A expenses / Sales | 7.1% | 7.0% | 8.3% | 7.1% | ||||||
SG&A / Sales | 13.2% | 12.6% | 15.3% | 12.0% | ||||||
Selling expeneses / Net revenues | 7.3% | 6.7% | 7.8% | 6.4% | ||||||
G&A expenses / Net revenues | 8.4% | 8.4% | 9.2% | 9.2% | ||||||
SG&A / Net revenues | 15.7% | 15.2% | 17.1% | 15.6% | ||||||
1) Includes Fit Residencial and Bairro Novo in 2008 |
2Q09 Other Operating Results |
The merger of our subsidiary Fit into Tenda generated a gain to be amortized over the construction of Fit developments at the time of the merger. In 2Q09, our results show a positive impact of R$36.3 million, net of provisions.
2Q09 Adjusted EBITDA |
We adjust our EBITDA for expenses with stock options plans, as it represents a non-cash expense. Our Adjusted EBITDA for the second quarter totaled R$142.2 million, 69% higher than the R$84.3 million for 2Q08, with an adjusted margin of 20.1%, an increase of 177 basis points from 2Q08. Looking at Gafisas business, the adjusted EBITDA margin reaches to 23.3%, while Tendas reaches a lower 14.8% .
Page: 12
Table 12 - Adjusted EBITDA per company | ||||||||||
(R$000) | 2Q09 | 2Q08 | 1H09 | 1H08 | ||||||
Gafisa | Net profit | 43,724 | 44,758 | 73,698 | 91,523 | |||||
(+) Financial result | 13,783 | (22,691) | 23,543 | (36,677) | ||||||
(+) Income taxes | 16,037 | 17,889 | 26,378 | 31,348 | ||||||
(+) Depreciation and Amortization | 2,306 | 9,336 | 7,652 | 16,425 | ||||||
(+) Capitalized interest | 16,164 | 14,771 | 31,840 | 22,635 | ||||||
(+) Minority shareholders | 10,244 | 16,076 | 17,576 | 19,115 | ||||||
EBITDA | 102,258 | 80,138 | 180,687 | 144,369 | ||||||
(+) Stock option plan expenses | 1,235 | 5,550 | 7,782 | 9,877 | ||||||
Adjusted EBITDA | 103,493 | 85,689 | 188,469 | 154,247 | ||||||
Net revenues | 444,390 | 440,209 | 776,604 | 779,427 | ||||||
Adjusted EBITDA margin | 23.3% | 19.5% | 24.3% | 19.8% | ||||||
Tenda 1) | Net profit | 14,044 | (1,999) | 20,804 | (8,917) | |||||
(+) Financial result | (1,063) | 11 | (1,614) | (14) | ||||||
(+) Income taxes | 4,584 | 1,072 | 10,556 | 1,192 | ||||||
(+) Depreciation and Amortization | 4,093 | (573) | 6,730 | 1,779 | ||||||
(+) Capitalized interest | 5,152 | 86 | 7,351 | 125 | ||||||
(+) Minority shareholders | 9,365 | 0 | 13,789 | 0 | ||||||
EBITDA | 36,175 | (1,403) | 57,615 | (5,835) | ||||||
(+) Stock option plan expenses | 2,515 | 0 | 4,531 | 0 | ||||||
Adjusted EBITDA | 38,690 | (1,403) | 62,146 | (5,835) | ||||||
Net revenues | 261,428 | 18,612 | 471,101 | 34,147 | ||||||
Adjusted EBITDA margin | 14.8% | -7.5% | 13.2% | -17.1% | ||||||
Consolidated | Net profit | 57,768 | 42,759 | 94,501 | 82,606 | |||||
(+) Financial result | 12,720 | (22,680) | 21,929 | (36,691) | ||||||
(+) Income taxes | 20,621 | 18,961 | 36,934 | 32,540 | ||||||
(+) Depreciation and Amortization | 6,399 | 8,763 | 14,382 | 18,204 | ||||||
(+) Capitalized interest | 21,316 | 14,857 | 39,191 | 22,760 | ||||||
(+) Minority shareholders | 19,609 | 16,076 | 31,364 | 19,115 | ||||||
EBITDA | 138,434 | 78,736 | 238,302 | 138,534 | ||||||
(+) Stock option plan expenses | 3,750 | 5,550 | 12,313 | 9,877 | ||||||
Adjusted EBITDA | 142,184 | 84,286 | 250,616 | 148,411 | ||||||
Net revenues | 705,818 | 458,821 | 1,247,705 | 813,574 | ||||||
Adjusted EBITDA margin | 20.1% | 18.4% | 20.1% | 18.2% | ||||||
Note: Gafisa's EBITDA includes negative goodwill amortization (net of provisions) from deal with Tenda | ||||||||||
1) Includes Fit Residencial and Bairro Novo in 2008 |
2Q09 - Depreciation and Amortization |
Depreciation and amortization in 2Q09 reduced to R$6.4 million, compared to the R$8.8 million in 2Q08. We no longer amortize goodwill because a new accounting rule requires the assessment of such assets on a yearly basis to determine a reserve for impairment.
2Q09 - Financial Results |
Net financial expenses totaled R$12.7 million in 2Q09, compared to R$22.7 million revenue in 2Q08, because of our higher net debt position.
Page: 13
2Q09 - Taxes |
Income taxes, social contribution and deferred taxes for 2Q09 amounted to R$20.6 million versus R$19.0 million in 2Q08, a growth in line with the companys operations. The effective tax rate was 21% in 2Q09 and 24% in 2Q08.
2Q09 - Adjusted Net Income |
Net income in 2Q09 was R$57.8 million. However, if we consider the adjusted net income (before deduction of minority shareholders and stock option expenses) this figure reaches to R$81.1 million, posting a growth of 26% compared to R$64.4 in 2Q08 and an adjusted net margin of 11.5% .
2Q09 - Earnings per Share |
Earnings per share were R$0.44 in 2Q09 compared to R$0.33 in 2Q08, a 35% increase. Shares outstanding at the end of the period were 130.0 million in 2Q09 and 129.5 million in 2Q08.
Backlog of Revenues and Results |
The backlog of results to be recognized under the PoC method reached R$1.1 billion in 2Q09 from R$1.0 billion in 1Q09. Tenda results to be recognized stand for 37% of the consolidated amount. The consolidated margin in 2Q09 was 36.4%, being 37.0% from Gafisa and 35.3% from Tenda business.
The table below shows our revenues, costs and results to be recognized, as well as the expected margin:
Table 13 - Results to be recognized per company | ||||||||||||
(R$000) | 2Q09 | 2Q08 | 1Q09 | 2Q09 x 2Q08 | 2Q09 x 1Q09 | |||||||
Gafisa | Revenues to be recognized | 1,905 | 1,700 | 1,844 | 12.1% | 3.3% | ||||||
Costs to be recognized | (1,199) | (1,085) | (1,197) | 10.6% | 0.2% | |||||||
Results to be recognized (REF) | 706 | 616 | 647 | 14.7% | 9.0% | |||||||
REF margin | 37.0% | 36.2% | 35.1% | 111 bps | 195 bps | |||||||
Tenda1) | Revenues to be recognized | 1,187 | 157 | 1,057 | 656.0% | 12.3% | ||||||
Costs to be recognized | (768) | (105) | (701) | 628.5% | 9.6% | |||||||
Results to be recognized (REF) | 419 | 52 | 356 | 712.4% | 17.8% | |||||||
REF margin | 35.3% | 32.8% | 33.7% | -82 bps | 163 bps | |||||||
Consolidated | Revenues to be recognized | 3,092 | 1,857 | 2,901 | 66.5% | 6.6% | ||||||
Costs to be recognized | (1,968) | (1,190) | (1,898) | 65.4% | 3.7% | |||||||
Results to be recognized (REF) | 1,125 | 667 | 1,003 | 68.6% | 12.1% | |||||||
REF margin | 36.4% | 35.9% | 34.6% | 135 bps | 180 bps | |||||||
Note: Revenues to be recognized are net of PIS/Cofins (3.65%); excludes the present value method introduced by law | ||||||||||||
1) Includes Fit Residencial and Bairro Novo in 2008 |
Balance Sheet |
Cash and Cash Equivalents
On June 30, 2009, cash and cash equivalents were equal to R$1.1 billion, 111% higher than R$500.8 million on March 31, 2009, and 36% higher than 2Q08s R$776.5 million.
Tendas R$600 million debenture was received in early May. The amount is already available to Tenda and ready to be used in any projects that meet CEF specifications (83 projects currently qualify under the debenture).
Page: 14
Accounts Receivable
Total accounts receivable increased 8% to R$6.0 billion in June 2009, compared to R$5.6 billion in 1Q09, and increased 105% when compared to R$2.9 billion in June 2008, reflecting our high sales velocity from new launches.
Table 14 - Total receivables per company | ||||||||||||
(R$000) | 2Q09 | 2Q08 | 1Q09 | 2Q09 x 2Q08 | 2Q09 x 1Q09 | |||||||
Gafisa | Receivables from developments - ST | 461,014 | 479,158 | 427,554 | -4% | 8% | ||||||
Receivables from developments - LT | 1,484,807 | 1,174,461 | 1,471,092 | 26% | 1% | |||||||
Receivables from PoC - ST | 812,278 | 546,445 | 825,953 | 49% | -2% | |||||||
Receivables from PoC - LT | 1,205,011 | 532,028 | 1,081,083 | 126% | 11% | |||||||
Total | 3,963,110 | 2,732,092 | 3,805,682 | 45% | 4% | |||||||
Tenda 1) | Receivables from developments - ST | 931,494 | 86,631 | 362,025 | 975% | 157% | ||||||
Receivables from developments - LT | 255,728 | 92,722 | 735,020 | 176% | -65% | |||||||
Receivables from PoC - ST | 177,048 | 20,866 | 156,908 | 748% | 13% | |||||||
Receivables from PoC - LT | 718,989 | 12,922 | 529,656 | 5464% | 36% | |||||||
Total | 2,083,259 | 213,141 | 1,783,609 | 877% | 17% | |||||||
Consolidated | Receivables from developments - ST | 1,392,509 | 565,789 | 789,579 | 146% | 76% | ||||||
Receivables from developments - LT | 1,740,535 | 1,267,183 | 2,206,112 | 37% | -21% | |||||||
Receivables from PoC - ST | 989,326 | 567,311 | 982,861 | 74% | 1% | |||||||
Receivables from PoC - LT | 1,924,000 | 544,951 | 1,610,739 | 253% | 19% | |||||||
Total | 6,046,369 | 2,945,234 | 5,589,291 | 105% | 8% | |||||||
Notes: | ||||||||||||
ST = short term; LT = long term | ||||||||||||
Receivables from developments: accounts receivable not yet recognized according to PoC and BRGAAP | ||||||||||||
Receivables from PoC: accounts receivable already recognized according do PoC and BRGAP | ||||||||||||
1) Includes Fit Residencial and Bairro Novo in 2008 |
Table 15 - Total receivables maturity per company | ||||||||||||
(R$000) | Total | Until June/2010 | Until June/2011 | Until June/2012 | Until June/2013 | After June/2013 | ||||||
Gafisa | 3,963,110 | 1,273,292 | 1,560,185 | 607,580 | 271,030 | 251,023 | ||||||
Tenda | 2,083,259 | 1,108,542 | 606,822 | 179,648 | 73,307 | 114,939 | ||||||
Consolidated | 6,046,369 | 2,381,835 | 2,167,007 | 787,228 | 344,338 | 365,961 | ||||||
Inventory (Properties for Sale) |
Our inventory includes land, construction in progress and finished units. Our inventory reached R$1.79 billion in 2Q09, a decline of 3% as compared to R$1.85 billion registered in 1Q09. Considering our inventories at market value, we had a 7% decline from R$2.9 billion in 1Q09 to R$2.7 billion in 2Q09. Our inventory reduction was mainly driven by our good sales performance in this quarter.
Page: 15
Table 16 - Inventories per company | ||||||||||||
(R$000) | 2Q09 | 2Q08 | 1Q09 | 2Q09 x 2Q08 | 2Q09 x 1Q09 | |||||||
Gafisa | Land | 558,984 | 575,190 | 531,829 | -3% | 5% | ||||||
Units under construction | 617,156 | 647,840 | 685,126 | -5% | -10% | |||||||
Finished units | 121,130 | 77,646 | 118,638 | 56% | 2% | |||||||
Total | 1,297,270 | 1,300,676 | 1,335,593 | 0% | -3% | |||||||
Tenda 1) | Land | 188,778 | 105,341 | 192,276 | 79% | -2% | ||||||
Units under construction | 279,744 | 16,048 | 288,758 | 1643% | -3% | |||||||
Finished units | 24,133 | 0 | 31,599 | --- | -24% | |||||||
Total | 492,655 | 121,389 | 512,633 | 306% | -4% | |||||||
Consolidated | Land | 747,762 | 680,531 | 724,105 | 10% | 3% | ||||||
Units under construction | 896,900 | 663,888 | 973,884 | 35% | -8% | |||||||
Finished units | 145,263 | 77,646 | 150,237 | 87% | -3% | |||||||
Total | 1,789,925 | 1,422,065 | 1,848,226 | 26% | -3% | |||||||
1) Includes Fit Residencial and Bairro Novo in 2008 |
Table 17 - Inventories per company | ||||||||||||
PSV - (R$000) | 2Q09 | 2Q08 | 1Q09 | 2Q09 x 2Q08 | 2Q09 x 1Q09 | |||||||
Gafisa | 2009 launches | 293,807 | --- | 80,855 | --- | 263% | ||||||
2008 launches | 801,983 | 757,078 | 927,289 | 6% | -14% | |||||||
2007 launches | 444,003 | 642,798 | 508,459 | -31% | -13% | |||||||
2006 and earlier launches | 205,365 | 348,184 | 254,717 | -41% | -19% | |||||||
Total | 1,745,157 | 1,748,060 | 1,771,321 | 0% | -1% | |||||||
Tenda 1) | 2009 launches | 136,859 | --- | --- | --- | --- | ||||||
2008 launches | 483,850 | 244,491 | 639,523 | 98% | -24% | |||||||
2007 launches 2) | 313,298 | 101,345 | 469,479 | 209% | -33% | |||||||
2006 and earlier launches | --- | --- | --- | --- | --- | |||||||
Total | 934,007 | 345,836 | 1,109,002 | 170% | -16% | |||||||
Consolidated | 2009 launches | 430,666 | --- | 80,855 | --- | 433% | ||||||
2008 launches | 1,285,833 | 1,001,569 | 1,566,812 | 28% | -18% | |||||||
2007 launches | 757,301 | 744,143 | 977,939 | 2% | -23% | |||||||
2006 and earlier launches | 205,365 | 348,184 | 254,717 | -41% | -19% | |||||||
Total | 2,679,165 | 2,093,895 | 2,880,323 | 28% | -7% | |||||||
1) Includes Fit Residencial and Bairro Novo in 2008 | ||||||||||||
2) Includes inventories from 2007 and earlier launches |
Page: 16
Table 18 - Inventories per company | ||||||||||||
(Units) | 2Q09 | 2Q08 | 1Q09 | 2Q09 x 2Q08 | 2Q09 x 1Q09 | |||||||
Gafisa | 2009 launches | 887 | --- | 400 | --- | 122% | ||||||
2008 launches | 2,634 | 3,215 | 2,890 | -18% | -9% | |||||||
2007 launches | 1,608 | 2,562 | 2,167 | -37% | -26% | |||||||
2006 and earlier launches | 1,175 | 1,866 | 1,407 | -37% | -16% | |||||||
Total | 6,304 | 7,642 | 6,863 | -18% | -8% | |||||||
Tenda 1) | 2009 launches | 1,273 | --- | --- | --- | --- | ||||||
2008 launches | 4,797 | 1,745 | 6,571 | 175% | -27% | |||||||
2007 launches 2) | 3,827 | 960 | 6,204 | 298% | -38% | |||||||
2006 and earlier launches | --- | --- | --- | --- | --- | |||||||
Total | 9,897 | 2,706 | 12,775 | 266% | -23% | |||||||
Consolidated | 2009 launches | 2,160 | --- | 400 | --- | 440% | ||||||
2008 launches | 7,431 | 4,960 | 9,461 | 50% | -21% | |||||||
2007 launches | 5,435 | 3,522 | 8,371 | 54% | -35% | |||||||
2006 and earlier launches | 1,175 | 1,866 | 1,407 | -37% | -16% | |||||||
Total | 16,201 | 10,348 | 19,638 | 57% | -18% | |||||||
1) Includes Fit Residencial and Bairro Novo in 2008 | ||||||||||||
2) Includes inventories from 2007 and earlier launches |
Table 19 - Inventories per conclusion status | ||||||||||||
Not started | Up to 30% constructed |
30% to 70% constructed |
More than 70% constructed |
Finished units | Total | |||||||
Gafisa | 463,651 | 735,696 | 338,077 | 47,520 | 160,214 | 1,745,157 | ||||||
Tenda | 345,625 | 428,962 | 43,977 | 82,892 | 32,552 | 934,007 | ||||||
Total | 809,275 | 1,164,658 | 382,054 | 130,411 | 192,766 | 2,679,165 | ||||||
Liquidity |
On June 30, 2009, Gafisa had a cash position of R$1.1 billion and on the same date, Gafisas debt and obligations to investors totaled R$2,543 million, resulting in a net debt and obligations of R$1,486 million. As of June 30, 2009, our net debt and obligation to investors to equity and minorities ratio was 65.6% compared to 61.9% in 1Q09.
Our cash burn rate increased 8% in the quarter, from R$115 million in 1Q09 to R$124 million in 2Q09.
We have a total of R$3.4 billion in construction finance lines of credit provided by all of the major banks in Brazil. At this time we have R$1.9 billion in signed contracts and R$452 million in contracts in process, giving us additional availability of R$ 1.0 billion. We do not have exposure to foreign currency through financial instruments. We have R$100 million of debt raised by banks in foreign currency, which were swapped into CDI.
The following tables set forth information on our indebtedness as of June 30, 2009.
Page: 17
Table 20 - Indebtedness and Investor obligations | ||||||||||
Type of obligation (R$000) | 2Q09 | 2Q08 | 1Q09 | 2Q09 x 2Q08 | 2Q09 x 1Q09 | |||||
Debentures | 500,388 | 500,877 | 502,758 | 0% | 0% | |||||
Project financing (SFH) | 306,348 | 229,048 | 335,930 | 34% | -9% | |||||
Working capital | 674,047 | 344,854 | 587,189 | 95% | 15% | |||||
Downstream merger obligation | 5,399 | 11,187 | 6,781 | -52% | -20% | |||||
Total debt - Gafisa | 1,486,182 | 1,085,966 | 1,432,658 | 37% | 4% | |||||
Debentures | 607,514 | --- | --- | --- | --- | |||||
Project financing (SFH) | 73,163 | --- | 75,081 | --- | -3% | |||||
Working capital | 75,894 | --- | 54,947 | --- | 38% | |||||
Total debt - Tenda 1) | 756,571 | --- | 130,028 | --- | 482% | |||||
Total consolidated debt | 2,242,753 | 1,085,966 | 1,562,686 | 107% | 44% | |||||
Consolidated cash and availabilities | 1,056,312 | 776,464 | 500,778 | 36% | 111% | |||||
Investor Obligations | 300,000 | 300,000 | 300,000 | 0% | 0% | |||||
Net debt + Investor obligations | 1,486,441 | 609,502 | 1,361,908 | 144% | 9% | |||||
Equity + Minority shareholders | 2,264,340 | 1,649,780 | 2,199,800 | 37% | 3% | |||||
(Net debt + Obligations) / (Equity + Minorities) | 65.6% | 36.9% | 61.9% | 78% | 6% | |||||
Table 21 - Debt maturity per company | ||||||||||||
Company (R$000) | Total | Until June/2010 | Until June/2011 | Until June/2012 | Until June/2013 | After June/2013 | ||||||
Debentures | 500,388 | 106,388 | 96,000 | 173,000 | 125,000 | |||||||
Project financing (SFH) | 306,348 | 158,414 | 137,377 | 9,762 | 795 | |||||||
Working capital | 674,047 | 137,888 | 332,233 | 136,255 | 38,405 | 29,266 | ||||||
Incorporation of controlling company | 5,399 | 5,399 | ||||||||||
Total debt - Gafisa | 1,486,182 | 408,089 | 565,610 | 319,017 | 164,200 | 29,266 | ||||||
Debentures | 607,514 | 7,514 | 0 | 150,000 | 150,000 | 300,000 | ||||||
Project financing (SFH) | 73,163 | 34,749 | 24,045 | 14,369 | 0 | 0 | ||||||
Working capital | 75,894 | 50,982 | 18,310 | 4,170 | 2,432 | 0 | ||||||
Total debt - Tenda 1) | 756,571 | 93,245 | 42,355 | 168,539 | 152,432 | 300,000 | ||||||
Total consolidated debt | 2,242,753 | 501,334 | 607,965 | 487,556 | 316,632 | 329,266 | ||||||
Page: 18
Debentures |
Our 2006 debenture established that we could not have net debt over R$1 billion. Considering that we are now a much larger company, and this absolute covenant did not correspond to the current size and equity position of our company we renegotiated this covenant with bondholders, obtaining a 97.6% rate of approval. The prior covenant defined as net debt (excluding SFH debt)/equity 75% was changed to net debt (excluding project debt)/(equity + minority shareholders) 75%. Project debt includes SFH and FGTS funding, thus reducing the covenant measure to 9.0% as compared to 47.0% under the prior formula and allowing the company significant additional financing flexibility.
In exchange for the changes to the existing covenants, Gafisas interest payment will increase to CDI + 3.25% from CDI + 1.3% as of July 31, 2009, a rate that is in line with current market rates and represents an average increment of R$2.4 million in interest payment per year. Additionally, the debentures may be redeemed at any time by the Company with a 2.5% premium from July 31, 2009 to maturity date, calculated pro rata temporis from the date of redemption until the maturity date.
Table 22 - Debenture covenants - 4th emission | ||||||
Debenture covenants - 4th emission - before | Status 1) | Debenture covenants - 4th emission - current | Status 1) | |||
(Total debt - SFH debt - Cash) / Equity 75% | 47.0% | (Total debt - Project debt - Cash) / (Equity + Minorities 2) ) 7! | 9.0% | |||
(Total receivables + Finished units) / Total debt 2.0x | 2.8x | (Total receivables + Finished units) / Total debt 2.0x | 2.8x | |||
(Total debt - cash) < R$ 1.0 billion | 1,186,441 | |||||
2) Minority shareholders, excluding minorities from FIDC |
Table 23 - Debenture covenants - 5th emission | ||
Debenture covenants - 5th emission - current | Status 1) | |
(Total debt - SFH debt - Cash) / Equity 75% | 47.0% | |
(Total receivables + Finished units) / (Total debt - Cash) 2. | 5.2x | |
1) Covenant status on June 30, 2009 | ||
Table 24 - Selected financials for covenant calculation | ||
Financial statements (R$000) | ||
Total debt | 2,242,753 | |
Project debt | 987,025 | |
SFH debt | 379,511 | |
Cash and availabilities | 1,056,312 | |
Total receivables | 6,046,369 | |
Receivables - PoC | 2,913,326 | |
Receivables - results to be recognized | 3,133,043 | |
Finished units | 145,263 | |
Equity + Minorities, excl. FIDC | 2,205,569 | |
Equity | 1,717,246 | |
Minority shareholders (excluding FIDC) | 488,323 | |
Page: 19
Glossary
Backlog of Results As a result of the Percentage of Completion Method of recognizing revenues, we recognize revenues and expenses over a multi-year period for each residential unit we sell. Our backlog of results represents revenues minus costs that will be incurred in future periods from past sales.
Backlog of Revenues As a result of the Percentage of Completion Method of recognizing revenues, we recognize revenues over a multi-year period for each residential unit we sell. Our backlog represents revenues that will be incurred in future periods from past sales.
Backlog Margin Equal to Backlog of results divided by Backlog of Revenues to be recognized in future periods (expressed as a percentage).
Land Bank Land that Gafisa holds for future development paid either in Cash or through swap agreements. Each decision to acquire land is analyzed by our investment committee and approved by our board of directors.
PoC Method Under Brazilian GAAP, real estate development revenues, costs and related expenses are recognized using 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.
Affordable Entry Level Residential units targeted to the mid-low and low income segments with prices below R$1,800 per square meter.
LOT (Urbanized Lots) Land subdivisions, or lots, with prices ranging from R$150 to R$600 per square meter
SFH Funds Funds from SFH are originated from the Governance Severance Indemnity Fund for Employees (FGTS) and from savings accounts deposits. Banks are required to invest 65% of the total savings accounts balance in the housing sector, either to final customers or developers, at lower interest rates than the private market.
Swap Agreements A system in which we grant the land-owner a certain number of units to be built on the land or a percentage of the proceeds from the sale of units in such development in exchange for the land. By acquiring land through this system, we intend to reduce our cash requirements and increase our returns.
PSV Potential Sales Value.
Page: 20
About Gafisa
We are one of Brazils leading diversified national homebuilders. Over the last 50 years, we have been recognized as one of the foremost professionally-managed homebuilders, having completed and sold more than 970 developments and constructed over 11 million square meters of housing, which we believe is more than any other residential development company in Brazil. We believe Gafisa is one of the best-known brands in the real estate development market, enjoying a reputation among potential homebuyers, brokers, lenders, landowners, and competitors for quality, consistency, and professionalism. We serve the lower income housing segments through our majority ownership stake in Construtora Tenda, S.A., a separate publicly-traded company on the Novo Mercado of the BM&FBOVESPA.
Investor Relations
Julia Freitas Forbes
Phone: +55 11 3025-9242
Email: ri@gafisa.com.br
Website: www.gafisa.com.br/ir
Media Relations (Brazil)
Patrícia Queiroz
Máquina da Notícia Comunicação Integrada
Phone: +55 11 3147-7409
Fax: +55 11 3147-7900
E-mail: patricia.queiroz@maquina.inf.br
This release contains forward-looking statements relating to the prospects of the business, estimates for operating and financial results, and those related to growth prospects of Gafisa. These are merely projections and, as such, are based exclusively on the expectations of management concerning the future of the business and its continued access to capital to fund the Companys business plan. Such forward-looking statements depend, substantially, on changes in market conditions, government regulations, competitive pressures, the performance of the Brazilian economy and the industry, among other factors; therefore, they are subject to change without prior notice.
Page: 21
The following table sets forth projects launched during the first half of 2009:
Table 25 - Projects launched | ||||||||||||||
Company | Project | Launch date | Local | % Gafisa | Units (%Gafisa) |
PSV (%Gafisa) |
% sold 30/Jun/09 |
|||||||
Gafisa | Verdemar - F2 | January | Guarujá - SP | 100% | 77 | 50,931 | 33% | |||||||
Gafisa | Centro Empresarial Madureira | March | Rio de Janeiro - RJ | 100% | 195 | 24,208 | 44% | |||||||
Gafisa | Brink Campo Limpo - F2 | March | São Paulo - SP | 100% | 95 | 23,019 | 54% | |||||||
Gafisa | Alegria - F2 | April | Guarulhos - SP | 100% | 139 | 38,456 | 31% | |||||||
Gafisa | Canto dos Pássaros | April | Porto Alegre - RS | 80% | 90 | 15,930 | 37% | |||||||
Gafisa | Grand Park - Seringueira | May | São Luis - MA | 50% | 39 | 6,769 | 60% | |||||||
Gafisa | Supremo Ipiranga | June | São Paulo - SP | 100% | 108 | 54,860 | 34% | |||||||
Gafisa | Vistta Santana | June | São Paulo - SP | 100% | 179 | 117,964 | 45% | |||||||
Gafisa | Sorocaba | June | Rio de Janeiro - RJ | 100% | 81 | 38,995 | 55% | |||||||
Gafisa | Vila Nova São José - F1 | June | São José - SP | 100% | 96 | 30,028 | 12% | |||||||
Gafisa | Grand Park - Salgueiro | June | São Luis - MA | 50% | 39 | 6,844 | 45% | |||||||
Gafisa | Stake acquisition 1) | --- | --- | 90% | 154 | 82,356 | 75% | |||||||
Gafisa | --- | --- | --- | --- | 1,291 | 490,360 | 45% | |||||||
Alphaville | AlphaVille Caruaru | March | Caruaru - PE | 70% | 172 | 21,881 | 100% | |||||||
Alphaville | Alphaville Nova Esplanada F2 | June | Votorantim - SP | 30% | 51 | 10,306 | 65% | |||||||
Alphaville | Conceito A Rio Costa do Sol | June | Rio das Ostras - RJ | 100% | 106 | 35,896 | 5% | |||||||
Alphaville | Alphaville Granja Viana | June | São Paulo - SP | 33% | 110 | 36,264 | 82% | |||||||
Alphaville | --- | --- | --- | --- | 439 | 104,347 | 58% | |||||||
Tenda | Vila Real Life | April | Salvador - BA | 100% | 178 | 14,866 | 60% | |||||||
Tenda | FIT Giardino F1 | April | Caxias do Sul - RS | 70% | 207 | 31,916 | 9% | |||||||
Tenda | FIT Icoaraci | April | Belém - PA | 80% | 235 | 40,065 | 31% | |||||||
Tenda | Le Grand Vila Real Tower | May | Belo Horizonte - MG | 100% | 92 | 9,162 | 71% | |||||||
Tenda | Green Park Life Residence | June | Juiz de Fora - MG | 100% | 220 | 23,540 | 13% | |||||||
Tenda | Vermont Life | June | Gov. Valadares - MG | 100% | 192 | 16,512 | 4% | |||||||
Tenda | FIT Dom Jaime | June | São Bernardo - SP | 100% | 364 | 55,757 | 7% | |||||||
Tenda | --- | --- | --- | --- | 1,488 | 191,818 | 20% | |||||||
Total | --- | --- | --- | --- | 3,219 | 786,525 | 41% | |||||||
1) Considers stake acquisition from partners in 9 different projects; %Gafisa is a weighted average |
Page: 22
The following table sets forth the financial completion of the construction in progress and the related revenue recognized (R$000) during the quarter ended on June30, 2009.
Company | Project | Launch date | Construction status | % Sold | Revenues recognized (R$000) | |||||||||||
2Q09 | 1Q09 | 2Q09 | 1Q09 | 2Q09 | 1Q09 | |||||||||||
Gafisa | Enseada Das Orquídeas | Aug-07 | 48% | 41% | 92% | 83% | 16,407 | 12,013 | ||||||||
Gafisa | Parc Paradiso | Jun-07 | 42% | 33% | 99% | 98% | 14,634 | 8,437 | ||||||||
Gafisa | London Green | Mar-08 | 70% | 60% | 71% | 70% | 14,304 | 10,833 | ||||||||
Gafisa | Isla Residence Clube | May-07 | 81% | 68% | 92% | 89% | 11,791 | 10,490 | ||||||||
Gafisa | Magic | May-07 | 62% | 49% | 61% | 50% | 11,594 | 6,603 | ||||||||
Gafisa | Península Fit | Sep-06 | 100% | 100% | 88% | 79% | 10,643 | 1,895 | ||||||||
Gafisa | Blue Land Spe 36 | Oct-05 | 100% | 100% | 87% | 67% | 10,250 | 1,270 | ||||||||
Gafisa | Pq Barueri Cond - F1 | Nov-08 | 28% | 19% | 60% | 56% | 9,705 | 5,941 | ||||||||
Gafisa | Terraças Alto Da Lapa | Nov-07 | 58% | 48% | 82% | 78% | 9,306 | 7,157 | ||||||||
Gafisa | Chácara Santana | Nov-08 | 33% | 18% | 90% | 72% | 9,165 | 7,624 | ||||||||
Gafisa | CSF Acacia | May-07 | 82% | 70% | 100% | 98% | 8,336 | 4,865 | ||||||||
Gafisa | Vision | Dec-07 | 57% | 51% | 85% | 80% | 8,272 | 6,178 | ||||||||
Gafisa | Hype Residence Service | Nov-04 | 100% | 100% | 83% | 59% | 7,601 | 750 | ||||||||
Gafisa | Acqua Residencial | Mar-07 | 64% | 54% | 48% | 42% | 7,556 | 4,104 | ||||||||
Gafisa | Supremo | Sep-06 | 51% | 46% | 92% | 90% | 6,787 | 5,489 | ||||||||
Gafisa | CSF Paradiso | Nov-06 | 100% | 86% | 99% | 99% | 6,569 | 5,721 | ||||||||
Gafisa | Nova Petropolis Sbc - 1ª Fase | Mar-08 | 42% | 35% | 45% | 40% | 6,499 | 3,062 | ||||||||
Gafisa | Collori | Oct-06 | 81% | 71% | 99% | 97% | 6,340 | 8,326 | ||||||||
Gafisa | Privilege Residencial Spe | Sep-07 | 46% | 32% | 84% | 84% | 6,164 | 1,163 | ||||||||
Gafisa | Acquarelle | Mar-07 | 44% | 29% | 77% | 71% | 6,117 | 1,970 | ||||||||
Gafisa | CSF Prímula | May-07 | 79% | 69% | 99% | 91% | 5,330 | 3,356 | ||||||||
Gafisa | Rua Das Laranjeiras 29 | Apr-08 | 59% | 52% | 100% | 99% | 5,297 | 2,560 | ||||||||
Gafisa | Vivance Res. Service | Jan-07 | 76% | 63% | 90% | 87% | 5,027 | 3,812 | ||||||||
Gafisa | Olimpic Bosque Da Saúde | Nov-06 | 60% | 54% | 86% | 84% | 4,595 | 2,073 | ||||||||
Gafisa | Forest Ville | Sep-06 | 83% | 65% | 100% | 99% | 4,078 | 3,556 | ||||||||
Gafisa | Garden Ville | Sep-06 | 94% | 73% | 100% | 99% | 3,869 | 1,390 | ||||||||
Gafisa | Grand Valley | Mar-07 | 73% | 63% | 65% | 62% | 3,725 | 2,859 | ||||||||
Gafisa | Reserva Do Lago - F1 | Feb-07 | 81% | 65% | 82% | 81% | 3,712 | 2,397 | ||||||||
Gafisa | Art Ville | Apr-07 | 53% | 39% | 96% | 94% | 3,701 | 728 | ||||||||
Gafisa | Espacio Laguna - F1 | Jun-06 | 96% | 93% | 88% | 82% | 3,514 | 6,152 | ||||||||
Gafisa | Mirante Do Rio | Oct-06 | 96% | 85% | 100% | 100% | 3,435 | 689 | ||||||||
Gafisa | Palm Ville | Apr-07 | 50% | 35% | 94% | 91% | 2,981 | 472 | ||||||||
Gafisa | Secret Garden | May-07 | 59% | 47% | 70% | 69% | 2,859 | 2,495 | ||||||||
Gafisa | Fit Residence Service Niterói | Aug-06 | 84% | 71% | 86% | 86% | 2,841 | 729 | ||||||||
Gafisa | Celebrare Residencial | Mar-07 | 52% | 44% | 78% | 78% | 2,783 | 2,463 | ||||||||
Gafisa | Reserva Bosque Resort - F1 | Sep-08 | 6% | 0% | 99% | 99% | 2,451 | 127 | ||||||||
Gafisa | Quintas Do Pontal | Sep-08 | 55% | 46% | 24% | 22% | 2,403 | 7,582 | ||||||||
Gafisa | Felicita | Nov-06 | 93% | 87% | 99% | 98% | 2,373 | 3,412 | ||||||||
Gafisa | Reserva Do Bosque - F2 | Oct-08 | 9% | 0% | 62% | 58% | 2,339 | 31 | ||||||||
Gafisa | Terraças Tatuape | Jun-08 | 28% | 26% | 55% | 42% | 2,231 | 4,662 | ||||||||
Gafisa | Solares Da Vila Maria | Nov-07 | 41% | 37% | 100% | 100% | 2,073 | 2,890 | ||||||||
Gafisa | Vila Nova São José - F1A | Oct-08 | 6% | 0% | 57% | 35% | 1,978 | 0 | ||||||||
Gafisa | Reserva Sta Cecilia | Nov-07 | 25% | 15% | 21% | 21% | 1,909 | 0 | ||||||||
Gafisa | Mistral | Jun-08 | 12% | 7% | 75% | 61% | 1,897 | 1,510 | ||||||||
Gafisa | Magnific | Mar-08 | 39% | 32% | 63% | 63% | 1,815 | 959 | ||||||||
Gafisa | VP Horto - F2 | Jan-08 | 36% | 34% | 97% | 97% | 1,735 | 874 | ||||||||
Gafisa | Riv Pta Negra Ed Marseille | Jan-04 | 100% | 100% | 81% | 76% | 1,452 | 65 | ||||||||
Gafisa | Ecolive | Aug-08 | 11% | 8% | 70% | 57% | 1,362 | 1,742 | ||||||||
Gafisa | Bairro Novo Cotia 1 | 0 | 2,961 | |||||||||||||
Gafisa | Others | 112,909 | 125,374 | |||||||||||||
Gafisa | --- | --- | --- | --- | --- | --- | 384,717 | 301,806 | ||||||||
Alphaville | Alphaville Jacuhy | Dec-07 | 49% | 33% | 95% | 95% | 17,900 | 1,071 | ||||||||
Alphaville | Alphaville Rio Costa do Sol | Sep-07 | 56% | 45% | 100% | 98% | 10,624 | 4,544 | ||||||||
Alphaville | Alphaville Barra da Tijuca | Dec-08 | 71% | 55% | 73% | 71% | 5,045 | 4,530 | ||||||||
Alphaville | Alphaville Burle Marx | Mar-05 | 100% | 100% | 44% | 39% | 4,147 | 848 | ||||||||
Alphaville | Alphaville Londrina II | Dec-07 | 62% | 56% | 86% | 75% | 4,127 | 2,193 | ||||||||
Alphaville | Alphaville Cuiabá II | May-08 | 68% | 51% | 60% | 46% | 3,904 | 1,331 | ||||||||
Alphaville | Alphaville João Pessoa | Mar-08 | 56% | 43% | 100% | 100% | 3,316 | 2,818 | ||||||||
Alphaville | Alphaville Campo Grande | Mar-07 | 99% | 96% | 89% | 83% | 2,863 | 714 | ||||||||
Alphaville | Alphaville Recife | Aug-06 | 99% | 98% | 96% | 96% | 793 | 2,999 | ||||||||
Alphaville | Alphaville Gravataí | Jun-06 | 100% | 99% | 81% | 78% | 774 | 1,258 | ||||||||
Alphaville | Alphaville Eusébio | Sep-05 | 100% | 100% | 90% | 88% | 711 | 928 | ||||||||
Alphaville | Alphaville Araçagy | Aug-07 | 87% | 80% | 94% | 92% | 544 | 4,379 | ||||||||
Alphaville | Alphaville Salvador II | Feb-06 | 100% | 100% | 97% | 96% | 207 | 551 | ||||||||
Alphaville | Alphaville Natal | Feb-05 | 100% | 100% | 100% | 100% | 0 | 0 | ||||||||
Alphaville | Others | 4,717 | 2,243 | |||||||||||||
Alphaville | --- | --- | --- | --- | 59,673 | 30,408 | ||||||||||
Tenda | --- | --- | --- | --- | 261,428 | 209,673 | ||||||||||
Total | --- | --- | --- | --- | --- | --- | 705,818 | 541,887 | ||||||||
Page: 23
Consolidated Income Statement
R$ 000 | 2Q09 | 2Q08 | 1Q09 | 1H09 | 1H08 | 2Q09 X 2Q08 | 2Q09 X 1Q09 | |||||||
Gross Operating Revenue | 733,197 | 476,995 | 565,811 | 1,299,008 | 843,243 | 53.7% | 29.6% | |||||||
Deductions | (27,379) | (18,174) | (23,924) | (51,303) | (29,669) | 50.6% | 14.4% | |||||||
Net Operating Revenue | 705,818 | 458,821 | 541,887 | 1,247,705 | 813,574 | 53.8% | 30.3% | |||||||
Operating Costs | (514,465) | (323,221) | (387,248) | (901,713) | (567,837) | 59.2% | 32.9% | |||||||
Gross profit | 191,353 | 135,600 | 154,639 | 345,992 | 245,737 | 41.1% | 23.7% | |||||||
Operating (Expenses) Income | ||||||||||||||
Selling Expenses | (51,182) | (30,923) | (46,606) | (97,788) | (52,342) | 65.5% | 9.8% | |||||||
General and Administrative Expenses | (59,312) | (38,653) | (55,918) | (115,230) | (74,738) | 53.4% | 6.1% | |||||||
Other Operating Revenues | 36,259 | (2,144) | 29,877 | 66,136 | (2,882) | 0.0% | 21.4% | |||||||
Depreciation and Amortization | (6,400) | (8,763) | (7,982) | (14,382) | (18,204) | -27.0% | -19.8% | |||||||
Operating results | 110,718 | 55,116 | 74,010 | 184,728 | 97,570 | 100.9% | 49.6% | |||||||
Financial Income | 37,768 | 26,321 | 35,527 | 73,295 | 44,915 | 43.5% | 6.3% | |||||||
Financial Expenses | (50,488) | (3,641) | (44,736) | (95,224) | (8,224) | 1286.5% | 12.9% | |||||||
Income Before Taxes on Income | 97,998 | 77,796 | 64,801 | 162,799 | 134,261 | 26.0% | 51.2% | |||||||
Deferred Taxes | (16,102) | (14,463) | (10,001) | (26,103) | (24,280) | 11.3% | 61.0% | |||||||
Income Tax and Social Contribution | (4,519) | (4,498) | (6,312) | (10,831) | (8,260) | 0.5% | -28.4% | |||||||
Income After Taxes on Income | 77,377 | 58,835 | 48,488 | 125,865 | 101,721 | 31.5% | 59.6% | |||||||
Minority Shareholders | (19,609) | (16,076) | (11,755) | (31,364) | (19,115) | 22.0% | 66.8% | |||||||
Net Income | 57,768 | 42,759 | 36,733 | 94,501 | 82,606 | 35.102% | 57.265% | |||||||
Net Income Per Share (R$) | 0.4432 | 0.3303 | 0.2826 | 0.7250 | 0.6381 | 34.2% | 56.8% | |||||||
Page: 24
Consolidated Balance Sheet
R$ 000 | 2Q09 | 2Q08 | 1Q09 | 2Q09 X 2Q08 | 2Q09 X 1Q09 | |||||
ASSETS | ||||||||||
Current Assets | ||||||||||
Cash and Cash Equivalents | 1,056,312 | 776,464 | 500,778 | 36.0% | 110.9% | |||||
Receivables from clients | 989,326 | 783,335 | 982,861 | 26.3% | 0.7% | |||||
Properties for sale | 1,250,203 | 1,335,101 | 1,429,411 | -6.4% | -12.5% | |||||
Other accounts receivable | 78,141 | 154,383 | 137,787 | -49.4% | -43.3% | |||||
Deferred selling expenses | 13,237 | 3,297 | 15,247 | 301.4% | -13.2% | |||||
Deferred taxes | 2,879 | 0 | 0 | --- | --- | |||||
Prepaid expenses | 22,098 | 9,561 | 25,602 | 131.1% | -13.7% | |||||
3,412,196 | 3,062,141 | 3,091,686 | 11.4% | 10.4% | ||||||
Non-current Assets | ||||||||||
Receivables from clients | 1,924,000 | 725,748 | 1,610,739 | 165.1% | 19.4% | |||||
Properties for sale | 539,722 | 86,964 | 418,815 | 520.6% | 28.9% | |||||
Deferred taxes | 227,848 | 74,699 | 215,831 | 205.0% | 5.6% | |||||
Other | 79,253 | 51,784 | 141,246 | 53.0% | -43.9% | |||||
2,770,823 | 939,194 | 2,386,631 | 195.0% | 16.1% | ||||||
Permanent Assets | ||||||||||
Investments | 195,088 | 204,281 | 195,088 | -4.5% | 0.0% | |||||
Property and equipment | 49,126 | 34,764 | 45,130 | 41.3% | 8.9% | |||||
Intangible assets | 8,305 | 3,340 | 7,303 | 148.7% | 13.7% | |||||
252,519 | 242,385 | 247,521 | 4.2% | 2.0% | ||||||
Total Assets | 6,435,538 | 4,243,721 | 5,725,838 | 51.6% | 12.4% | |||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||
Current Liabilities | ||||||||||
Loans and financings | 388,671 | 129,118 | 467,788 | 201.0% | -16.9% | |||||
Debentures | 113,902 | 14,229 | 60,758 | 700.5% | 87.5% | |||||
Obligations from land purchase and advances from clients | 489,656 | 520,722 | 517,537 | -6.0% | -5.4% | |||||
Materials and service suppliers | 155,701 | 119,144 | 108,058 | 30.7% | 44.1% | |||||
Taxes and contributions | 120,624 | 90,843 | 134,683 | 32.8% | -10.4% | |||||
Payroll, payroll charges and profit sharing | 71,159 | 34,496 | 60,226 | 106.3% | 18.2% | |||||
Provision for contingencies | 9,437 | 1,335 | 8,385 | 606.9% | 12.5% | |||||
Dividends | 26,106 | 0 | 26,106 | --- | 0.0% | |||||
Deferred taxes | 28,159 | 0 | 0 | --- | --- | |||||
Other | 103,128 | 70,931 | 138,464 | 45.4% | -25.5% | |||||
1,506,543 | 980,817 | 1,522,005 | 53.6% | -1.0% | ||||||
Non-current Liabilities | ||||||||||
Loans and financings | 746,180 | 455,972 | 592,140 | 63.6% | 26.0% | |||||
Debentures | 994,000 | 486,648 | 442,000 | 104.3% | 124.9% | |||||
Obligations from land purchase | 140,439 | 210,290 | 193,301 | -33.2% | -27.3% | |||||
Deferred taxes | 276,582 | 83,250 | 266,254 | 232.2% | 3.9% | |||||
Provision for contingencies | 67,532 | 18,136 | 43,634 | 272.4% | 54.8% | |||||
Other | 360,120 | 332,240 | 332,661 | 8.4% | 8.3% | |||||
Negative goodwill on acquisition | 15,608 | 26,589 | 17,249 | -41.3% | -9.5% | |||||
Unearned income from partial sale of investment | 64,194 | 0 | 116,794 | #DIV/0! | -45.0% | |||||
2,664,655 | 1,613,123 | 2,004,033 | 65.2% | 33.0% | ||||||
Minority Shareholders | 547,094 | 39,517 | 544,458 | 1284.4% | 0.5% | |||||
Shareholders' Equity | ||||||||||
Capital | 1,232,579 | 1,184,033 | 1,229,517 | 4.1% | 0.2% | |||||
Treasury shares | (18,050) | (18,050) | (18,050) | 0.0% | 0.0% | |||||
Capital reserves | 189,389 | 206,805 | 188,315 | -8.4% | 0.6% | |||||
Revenue reserves | 218,827 | 154,869 | 218,827 | 41.3% | 0.0% | |||||
Retained earnings/accumulated losses | 94,501 | 82,606 | 36,733 | 14.4% | ||||||
1,717,246 | 1,610,263 | 1,655,342 | 6.6% | 3.7% | ||||||
Total Liabilities and Shareholders' Equity | 6,435,538 | 4,243,721 | 5,725,838 | 51.6% | 12.4% | |||||
Page: 25
Consolidated Cash Flows
R$ 000 | 2Q09 | 2Q08 | ||
Net Income | 57,768 | 42,759 | ||
Expenses (income) not affecting working capital | ||||
Depreciation and amortization | 8,041 | 8,362 | ||
Goodwill / Negative goodwill amortization | (1,641) | 401 | ||
Expense with stock option plan | 3,746 | 5,550 | ||
Unearned income from partial sale of investment | (52,600) | - | ||
Unrealized interest and finance charges, net | 45,752 | 15,245 | ||
Deferred Taxes | 16,102 | 14,463 | ||
Disposal of fixed asset | 49 | - | ||
Decrease (increase) in assets | ||||
Clients | (319,726) | (370,206) | ||
Properties for sale | 58,301 | (181,835) | ||
Other receivables | 128,667 | (20,980) | ||
Deferred selling expenses | (3,866) | 14,074 | ||
Prepaid expenses | 519 | (884) | ||
Decrease (increase) in liabilities | ||||
Obligations for purchase of land | (112,575) | 138,564 | ||
Taxes and contributions | (14,059) | 11,506 | ||
Tax, labor and other contingencies | 24,950 | 522 | ||
Trade accounts payable | 47,643 | 3,350 | ||
Advances from customers | 31,832 | 114,348 | ||
Payroll, charges and provision for bonuses payable | 10,933 | (1,796) | ||
(76,844) | 4,182 | |||
Minority Interest | 13,571 | 22,332 | ||
Cash used in operating activities | (133,437) | (180,043) | ||
Investing activities | ||||
Purchase of property and equipment and deferred charges | (13,089) | (14,058) | ||
Restricted cash in guarantee to loans | (29,982) | |||
Cash used in investing activities | (43,071) | (14,058) | ||
Financing activities | ||||
Capital increase | 3,062 | |||
Increase in loans and financing | 930,036 | 292,467 | ||
Repayment of loans and financing | (292,999) | (17,404) | ||
Assignment of credit receivables, net | 3,581 | (4,165) | ||
Proceeds from subscription of redeemable equity interest in securitization fund | (10,935) | - | ||
Cessão de Crédito Imobiliário - CCI | 69,315 | - | ||
2007 dividends | (26,970) | |||
Net cash provided by financing activities | 702,060 | 243,928 | ||
Net increase in cash and cash equivalents | 525,552 | 49,827 | ||
Cash and banks | ||||
At the beggining of the period | 389,647 | 726,636 | ||
At the end of the period | 915,199 | 776,463 | ||
Net increase in cash and cash equivalents | 525,552 | 49,827 | ||
Page: 26
20.01 OTHER RELEVANT INFORMATION |
1. SHAREHOLDERS HOLDING MORE THAN 5% OF THE VOTING CAPITAL AND TOTAL NUMBER OF OUTSTANDING SHARES
6/30/2009 | ||||||||||
Common shares | Total shares | |||||||||
Shareholder | Country | Shares | % | Shares | % | |||||
EIP BRAZIL HOLDINGS LLC | USA | 24,829,605 | 18.60% | 24,829,605 | 18.60% | |||||
MORGAN STANLEY & CO. | USA | 16,381,988 | 12.27% | 16,381,988 | 12.27% | |||||
Marsico Capital | USA | 13,636,367 | 10.22% | 13,636,367 | 10.22% | |||||
FMR LLC (FIDELITY) | USA | 9,243,190 | 6.93% | 16,063,990 | 6.93% | |||||
Itaú | Brazil | 7,265,028 | 5.44% | 7,265,028 | 5.44% | |||||
Treasury shares | 3,124,972 | 2.34% | 3,124,972 | 2.34% | ||||||
Other | 58,981,668 | 44.19% | 58,981,668 | 44.19% | ||||||
Total shares | 133,462,818 | 100.00% | 133,462,818 | 100.00% | ||||||
6/30/2008 | ||||||||||
Common shares | Total shares | |||||||||
Shareholder | Country | Shares | % | Shares | % | |||||
EIP BRAZIL HOLDINGS LLC | USA | 18,229,605 | 13.75% | 18,229,605 | 13.75% | |||||
Treasury shares | 3,124,972 | 2.36% | 3,124,972 | 2.36% | ||||||
Other | 111,233,316 | 83.89% | 111,233,316 | 83.89% | ||||||
Total shares | 132,587,893 | 100.00% | 132,587,893 | 100.00% | ||||||
Page: 1
2. SHARES HELD BY PARENT COMPANIES, MANAGEMENT AND BOARD
6/30/2009 | ||||||||
Common shares | Total shares | |||||||
Shares | % | Shares | % | |||||
Shareholders holding effective control of the | ||||||||
Company | 24,829,605 | 18.60% | 24,829,605 | 18.60% | ||||
Board of directors | 86,616 | 0.06% | 86,616 | 0.06% | ||||
Executive directors | 1,367,054 | 1.02% | 1,367,054 | 1.02% | ||||
Fiscal counsil | - | 0.00% | - | 0.00% | ||||
Effective control shares, board members and officers | 26,283,275 | 19.69% | 26,283,275 | 19.69% | ||||
Treasury shares | 3,124,972 | 2.34% | 3,124,972 | 2.34% | ||||
Outstanding shares in the market (*) | 104,054,571 | 77.97% | 104,054,571 | 77.97% | ||||
Total shares | 133,462,818 | 100.00% | 133,462,818 | 100.00% | ||||
6/30/2008 | ||||||||
Common shares | Total shares | |||||||
Shares | % | Shares | % | |||||
Shareholders holding effective control of the | ||||||||
Company | 18,229,605 | 13.75% | 18,229,605 | 13.75% | ||||
Board of directors | 1,050,551 | 0.79% | 1,050,551 | 0.79% | ||||
Executive directors | 1,160,651 | 0.88% | 1,160,651 | 0.88% | ||||
Effective control shares, board members and officers | 20,440,807 | 15.42% | 20,440,807 | 15.42% | ||||
Treasury shares | 3,124,972 | 2.36% | 3,124,972 | 2.36% | ||||
Outstanding shares in the market (*) | 109,022,114 | 82.23% | 109,022,114 | 82.23% | ||||
Total shares | 132,587,893 | 100.00% | 132,587,893 | 100.00% | ||||
(*) Excludes shares of effective control, management, board and in treasury. |
Page: 2
3 COMMITMENT CLAUSE
The Company, its shareholders, directors and board members undertake to settle, through arbitration, any and all disputes or controversies that may arise between them, related to or originating from, particularly, the application, validity, effectiveness, interpretation, breach and the effects thereof, of the provisions of Law No. 6404/76, the Company's By-Laws, rules determined by the Brazilian Monetary Council (CMN), by the Central Bank of Brazil and by the Brazilian Securities Commission (CVM), as well as the other rules that apply to the operation of the capital market in general, in addition to those established in the New Market Listing Regulation, Participation in the New Market Contract and in the Arbitration Regulation of the Chamber of Market Arbitration.
Page: 3
21.01 SPECIAL REVIEW REPORT WITHOUT EXCEPTIONS |
Review Report of Independent Accountants
To the Management and Shareholders
Gafisa S.A.
1 We have carried out a limited review of the accounting information included in the Parent Company and Consolidated Quarterly Information (ITR) of Gafisa S.A. (Company) for the quarter ended June 30, 2009, comprising the balance sheet, the statements of income, of changes in shareholders equity and of cash flows, the performance report and the notes to the financial statements. This information is the responsibility of the Company's management. The review of the accounting information included in the quarterly information (ITR) of Construtora Tenda S.A. and its subsidiaries for the quarter ended June 30, 2009 was conducted by other auditors. In the quarterly information ("ITR") of Gafisa S.A., the investment in Construtora Tenda S.A. is stated on the equity method and represents an investment of R$ 660,632 thousand as of June 30, 2009, and equity in earnings of R$ 23,303 thousand for the period ended June 30, 2009. The accounting information in the consolidated quarterly information (ITR) of Construtora Tenda S.A. and its subsidiaries, with total assets of R$ 2,295,602 thousand as of June 30, 2009, are included in the consolidated quarterly information (ITR") of Gafisa S.A. and its subsidiaries. Our limited review report, insofar it relates to the amounts included for Construtora Tenda S.A. and its subsidiaries, is solely based on the limited review report of these other auditors.
2 Our review was carried out in accordance with specific standards established by the Institute of Independent Auditors of Brazil (IBRACON), in conjunction with the Federal Accounting Council (CFC), and mainly comprised: (a) inquiries of and discussions with management responsible for the Accounting, Financial and Operating areas of the Company with regard to the main criteria adopted for the preparation of the quarterly information (ITR); and (b) a review of the significant information and of the subsequent events which have, or could have, significant effects on the financial position and operations of the Company and its subsidiaries.
3 Based on our limited review and on the limited review report of other auditors, we are not aware of any material modifications that should be made to the quarterly information referred to in paragraph 1 for such information to be stated in accordance with accounting practices adopted in Brazil and regulations of the Brazilian Securities Commission (CVM) applicable to the preparation of quarterly information (ITR).
Page: 1
4 As mentioned in Note 2 (a), in connection with the changes in the accounting practices adopted in Brazil in 2008, the statements of income, of changes in shareholders equity and of cash flows for the period ended June 30, 2008, presented for comparison purposes, were adjusted and have been restated pursuant to Accounting Standards and Procedures (NPC) 12 - "Accounting Practices, Changes in Accounting Estimates and Correction of Errors", approved by CVM Resolution No. 506/06.
São Paulo, July 31, 2009
PricewaterhouseCoopers
Auditores Independentes
CRC 2SP000160/O-5
Eduardo Rogatto Luque
Contador CRC 1SP166259/O-4
Page: 2
Gafisa S.A. |
||
By: |
/s/
Alceu Duílio Calciolari |
|
Name: Alceu Duílio Calciolari
Title: Chief Financial Officer and Investor Relations Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.