gfaitr1q14_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of May, 2014

(Commission File No. 001-33356),

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


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



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

Form 20-F ___X___ Form 40-F ______



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


Yes ______ No ___X___

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

Yes ______ No ___X___

Indicate by check mark whether by furnishing the information contained in this Form,
the Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ______ No ___X___

If “Yes” is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b): N/A


 
 

 

Gafisa S.A.

 

Quarterly information

March 31, 2014

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

 

 

KPDS 68179


 

 

Company data   
Capital Composition  1 
Individual financial statements   
Balance sheet - Assets  2 
Balance sheet – Liabilities  3 
Statement of income  4 
Statement of comprehensive income (loss)  5 
Statement of cash flows  6 
Statements of changes in Equity   
01/01/2014 to 03/31/2014  7 
01/01/2013 to 03/31/2013  8 
Statement of value added  9 
Consolidated Financial Statements   
Balance sheet - Assets  10 
Balance sheet – Liabilities  11 
Statement of income  13 
Statement of comprehensive income (loss)  14 
Statement of cash flows  15 
Statements of changes in Equity   
01/01/2014 to 03/31/2014  16 
01/01/2013 to 03/31/2013  17 
Statement of value added  18 
Comments on performance  19 
Notes to interim financial information  55 
Comments on Company’s Business Projections  102 
Other information deemed relevant by the Company  103 
Reports and statements   
Report on review of interim financial information  106 
Management statement of interim financial information  109 
Management statement on the report on review of interim financial information  110 

 

 

0

 


 
 

 

 

COMPANY DATA / CAPITAL COMPOSITION

 

Number of Shares

 

(in thousands)

CURRENT QUARTER

 

3/31/2014

Paid-in Capital

Common

435,559

Preferred

0

Total

435,559

Treasury shares

Common

33,999

Preferred

0

Total

33,999

     

 

 

 

 

 

 

 

 

 

 

 

 

1

 


 

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

3/31/2014

PRIOR YEAR

12/31/2013

1

Total Assets

6,278,684

6,823,205

1.01

Current Assets

2,848,843

3,312,510

1.01.01

Cash and cash equivalents

58,699

39,032

1.01.01.01

Cash and banks

30,104

11,940

1.01.01.02

Short-term investments

28,595

27,092

1.01.02

Short-term investments

811,409

1,241,026

1.01.02.01

Fair value of short-term investments

811,409

1,241,026

1.01.03

Accounts receivable

926,377

1,034,833

1.01.03.01

Trade accounts receivable

926,377

1,034,833

1.01.03.01.01

Receivables from clients of developments

905,301

1,005,840

1.01.03.01.02

Receivables from clients of construction and services rendered

21,076

28,993

1.01.04

Inventories

842,380

780,867

1.01.04.01

Properties for sale

842,380

780,867

1.01.07

Prepaid expenses

18,162

21,440

1.01.07.01

Prepaid expenses and others

18,162

21,440

1.01.08

Other current assets

201,816

195,312

1.01.08.01

Non current assets for sale

7,311

7,064

1.01.08.03

Others

194,505

188,248

1.01.08.03.01

Others accounts receivable and others

6,268

15,749

1.01.08.03.02

Derivative financial instruments

0

183

1.01.08.03.03

Receivables from related parties

188,237

172,316

1.02

Non current assets

3,419,841

3,510,695

1.02.01

Non current assets

823,818

772,600

1.02.01.03

Accounts receivable

192,536

182,069

1.02.01.03.01

Receivables from clients of developments

192,536

182,069

1.02.01.04

Inventories

367,686

337,265

1.02.01.05

Deferred taxes

49,099

49,099

1.02.01.06.01

Deferred income tax and social contribution

49,099

49,099

1.02.01.09

Others non current assets

214,497

204,167

1.02.01.09.03

Others accounts receivable and others

108,491

105,895

1.02.01.09.04

Receivables from related parties

106,006

98,272

1.02.02

Investments

2,538,860

2,679,833

1.02.02.01

Interest in associates and affiliates

2,421,280

2,559,393

1.02.02.01.02

Interest in subsidiaries

2,421,280

2,468,337

1.02.02.01.04

Other investments

0

91,056

1.02.02.02

Interest in subsidiaries

117,580

120,440

1.02.02.02.01

Interest in subsidiaries - goodwill

117,580

120,440

1.02.03

Property and equipment

13,949

12,239

1.02.03.01

Operation property and equipment

13,949

12,239

1.02.04

Intangible assets

43,214

46,023

1.02.04.01

Intangible assets

43,214

46.023

 

 

 

 

2

 


 

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

3/31/2014

PRIOR YEAR
 12/31/2013

2

Total Liabilities

6,278,684

6,823,205

2.01

Current liabilities

1,556,741

1,925,787

2.01.01

Social and labor obligations

62,863

59,330

2.01.01.02

Labor obligations

62,863

59,330

2.01.01.02.01

Salaries, payroll charges and profit sharing

62,863

59,330

2.01.02

Suppliers

57,267

51,415

2.01.02.01

Local suppliers

57,267

51,415

2.01.03

Tax obligations

28,559

115,775

2.01.03.01

Federal tax obligations

28,559

115,775

2.01.04

Loans and financing

767,421

730,318

2.01.04.01

Loans and financing

385,187

376,047

2.01.04.02

Debentures

382,234

354,271

2.01.05

Others obligations

568,133

896,830

2.01.05.01

Payables to related parties

114,535

202,175

2.01.05.02

Others

453,598

694,655

2.01.05.02.01

Declared dividends

32,942

150,067

2.01.05.02.04

Obligations for purchase of real estate and advances from customers

268,801

284,366

2.01.05.02.05

Other obligations

106,351

101,296

2.01.05.02.06

Payables to venture partners

8,742

108,742

2.01.05.02.07

Obligations assumed on the assignment of receivables

36,762

50,184

2.01.06

Provisions

82,498

72,119

2.01.06.01

Tax, labor and civel lawsuits

82,498

72,119

2.01.06.01.01

Tax lawsuits

218

255

2.01.06.01.02

Labor lawsuits

35,128

23,876

2.01.06.01.04

Civel lawsuits

47,152

47,988

2.02

Non current liabilities

1,605,587

1,706,694

2.02.01

Loans and financing

1,432,470

1,530,523

2.02.01.01

Loans and financing

775,488

873,137

2.02.01.01.01

Loans and financing in local currency

775,488

873,137

2.02.01.02

Debentures

656,982

657,386

2.02.02

Others obligations

105,750

108,691

2.02.02.02

Others

105,750

108,691

2.02.02.02.03

Obligations for purchase of real estate and advances from customers

34,563

35,729

2.02.02.02.04

Other liabilities

37,912

38,151

2.02.02.02.05

Payables to venture partners

10,794

10,794

2.02.02.02.06

Obligations assumed on the assignment of receivables

22,481

24,017

2.02.04

Provisions

67,367

67,480

2.02.04.01

Tax, labor and civel lawsuits

67,367

67,480

2.02.04.01.04

Civel lawsuits

67,367

67,480

2.03

Equity

3,106,356

3,190,724

2.03.01

Capital

2,740,662

2,740,662

2.03.02

Capital Reserves

57,972

54,383

2.03.02.04

Granted options

129,189

125,600

2.03.02.07

Reserve for expenditures with public offering

-71,217

-71,217

2.03.04

Income Reserve

347,511

395,679

2.03.04.01

Legal Reserve

31,593

31,593

2.03.04.02

Statutory Reserve

437,156

437,156

2.03.04.09

Treasury shares

-121,238

-73,070

2.03.05

Accumulated losses/profit

-39,789

0

 

 

3

 


 

 

INDIVIDUAL STATEMENT OF INCOME (in thousands of Brazilian Reais)

 

CODE

DESCRIPTION

YEAR TO DATE

1/1/2014 to 3/31/2014

YEAR TO DATE FROM PREVIOUS YEAR 1/1/2013 to 3/31/2013

3.01

Gross Sales and/or Services

236,110

302,267

3.01.01

Real estate development and sales and construction services rendered

259,656

329,552

3.01.03

Taxes on sales and services

-23,546

-27,285

3.02

Cost of sales and/or services

-165,407

-234,512

3.02.01

Cost of real estate development

-165,407

-234,512

3.03

Gross profit

70,703

67,755

3.04

Operating expenses/income

-100,453

-99,325

3.04.01

Selling expenses

-15,956

-28,549

3.04.02

General and administrative expenses

-31,501

-30,374

3.04.04

Other operating revenues

0

0

3.04.05

Other operating expenses

-21,622

-10,223

3.04.05.01

Depreciation and amortization

-10,136

-6,209

3.04.05.02

Other operating expenses

-11,486

-4,014

3.04.06

Equity pick-up

-31,374

-30,179

3.05

Income (loss) before financial results and income taxes

-29,750

-31.570

3.06

Financial

-7,471

-42,113

3.06.01

Financial income

29,635

7,206

3.06.02

Financial expenses

-37,106

-49,319

3.07

Income before income taxes

-37,221

-73,683

3.08

Income and social contribution taxes

-2,568

0

3.08.01

Current

-2,568

0

3.09

Income (loss) from continuing operation

-39,789

-73,683

3.10

Income (loss) from discontinuing operation

0

18,210

3.10.1

Income (loss) from discontinuing operation

0

18,210

3.11

Income (loss) for the period

-39,789

-55,473

3.99

Income (loss) per share (Reais)

3.99.01

Basic earnings (loss) per share

3.99.01.01

ON

-0.09770

-0.12840

3.99.02

Diluted earnings (loss) per share

3.99.02.01

ON

-0.09770

-0.12840

 

 

 

 

 

4

 


 

 

INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME (LOSS) (in thousands of Brazilian Reais)

 

CODE

DESCRIPTION

YEAR TO DATE

1/1/2014 to 3/31/2014

YEAR TO DATE FROM PREVIOUS YEAR 1/1/2013 to 3/31/2013

4.01

Income (loss) for the period

-39,789

-55,473

4.03

Comprehensive income (loss) for the period

-39,789

-55,473

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 


 

 

INDIVIDUAL STATEMENT OF CASH FLOWS – INDIRECT METHOD (in thousands of Brazilian Reais)

 

CODE

DESCRIPTION

YEAR TO DATE

1/1/2014 to 3/31/2014

YEAR TO DATE FROM PREVIOUS YEAR

1/1/2013 to 3/31/2013

6.01

Net cash from operating activities

-61,172

15,848

6.01.01

Cash generated in the operations

54,813

1,472

6.01.01.01

Loss before income and social contribution taxes

-37,221

-55,473

6.01.01.02

Equity pick-up

31,374

11,969

6.01.01.03

Stock options expenses

3,570

4,629

6.01.01.04

Unrealized interest and finance charges, net

26,768

23,157

6.01.01.05

Financial instruments

186

2,350

6.01.01.06

Depreciation and amortization

10,136

6,209

6.01.01.07

Provision for legal claims

15,519

3,436

6.01.01.08

Provision for profit sharing

3,828

4,900

6.01.01.09

Warranty provision

-849

-227

6.01.01.10

Write-off of property and equipment, net

247

1,030

6.01.01.11

Allowance for doubtful accounts

263

-3,965

6.01.01.12

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

0

-561

6.01.01.13

Provision for realization of non-financial assets – intangible

0

490

6.01.01.14

Provision for penalties due to delay in construction works

992

3,528

6.01.02

Variation in Assets and Liabilities

-115,985

14,373

6.01.02.01

Trade accounts receivable

82,769

-40,922

6.01.02.02

Properties for sale

-92,183

39,771

6.01.02.03

Other accounts receivable

7,112

-5,820

6.01.02.04

Prepaid expenses

3,278

4,362

6.01.02.05

Obligations for purchase of land and adv. from customers

-16,730

-25,519

6.01.02.06

Taxes and contributions

-11,104

-529

6.01.02.07

Suppliers

5,852

14,314

6.01.02.08

Salaries and payable charges

-294

1,772

6.01.02.09

Transactions with related parties

-3,792

39,827

6.01.02.10

Other obligations

-12,213

-12,883

6.01.02.11

Income tax and social contribution payable

78,680

0

6.02

Net cash from investing activities

416,142

47,380

6.02.01

Purchase of property and equipment and intangible assets

-9,282

-10,752

6.02.02

Increase in investments

-6,817

-11,343

6.02.03

Redemption of short-term investments

903,779

277,709

6.02.04

Purchase of short-term investments

-474,163

-211,734

6.02.05

Received dividends

2,625

3,500

6.03

Net cash from financing activities

-335,303

-135,581

6.03.02

Increase in loans, financing and debentures

117,363

99,302

6.03.03

Payment of loans, financing and debentures

-205,080

-129,133

6.03.04

Repurchase of treasury shares

-22,728

0

6.03.05

Dividends paid

-117,125

0

6.03.06

Loan transactions with related parties

-7,733

-5,750

6.03.07

Payables to venture partners

-100,000

-100,000

6.05

Net decrease of cash and cash equivalents

19,667

-72,356

6.05.01

Cash and cash equivalents at the beginning of the period

39,032

95,836

6.05.02

Cash and cash equivalents at the end of the period

58,699

23,480

 

 

 

6

 


 

 

INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 01/01/2014 TO 03/31/2014 (in thousands of Brazilian reais)

 

 

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings/

accumulated losses

Others comprehensive income

Total Equity

5.01

Opening balance

2,740,662

-18,687

468,749

0

0

3,190,724

5.03

Opening adjusted balance

2,740,662

-18,687

468,749

0

0

3,190,724

5.04

Capital transactions with shareholders

0

-44,579

0

0

0

-44,579

5.04.03

Realization of granted options

0

3,589

0

0

0

3,589

5.04.04

Acquired treasury shares

0

-48,168

0

0

0

-48,168

5.05

Total of comprehensive loss

0

0

0

-39,789

0

-39,789

5.05.01

Loss for the period

0

0

0

-39,789

0

-39,789

5.07

Closing balance

2,740,662

-63,266

468,749

-39,789

0

3,106,356

 

 

 

 

 

 

 

 

 

7

 


 

 

INDIVIDUAL STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM 01/01/2013 TO 03/31/2013 (in thousands of Brazilian reais)


 

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings/

accumulated deficit

Others comprehensive income

Total equity

5.01

Opening balance

2,735,794

35,233

0

-235,582

0

2,535,445

5.03

Opening Adjusted balance

2,735,794

35,233

0

-235,582

0

2,535,445

5.04

Capital transactions with shareholders

0

326

0

0

0

326

5.04.03

Realization of granted options

0

4,662

0

0

0

4,662

5.04.04

Acquired treasury shares

0

-4,336

0

0

0

-4,336

5.05

Comprehensive Income

0

0

0

-55,473

0

-55,473

5.05.01

Loss for the period

0

0

0

-55,473

0

-55,473

5.07

Closing balance

2,735,794

35,559

0

-291,055

0

2,480,298

 

 

 

8

 


 

 

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

 

 

CODE

DESCRIPTION

YEAR TO DATE

1/1/2014 to 3/31/2014

YEAR TO DATE FROM PREVIOUS YEAR

1/1/2013 to 3/31/2013

7.01

Revenues

259,656

329,552

7.01.01

Real estate development, sale and services

259,919

329,552

7.01.04

Allowance for doubtful accounts

-263

0

7.02

Inputs acquired from third parties

-158,022

-239,021

7.02.01

Cost of Sales and/or Services

-146,398

-219,092

7.02.02

Materials, energy, outsourced labor and other

-11,624

-19,029

7.03

Gross added value

101,634

90,531

7.04

Retentions

-10,136

-6,209

7.04.01

Depreciation, amortization and depletion

-10,136

-6,209

7.05

Net added value produced by the Company

91,498

84,322

7.06

Added value received on transfer

-1,739

-4,763

7.06.01

Equity pick-up

-31,374

-11,969

7.06.02

Financial income

29,635

7,206

7.07

Total added value to be distributed

89,759

79,559

7.08

Added value distribution

89,759

79,559

7.08.01

Personnel and payroll charges

38,449

37,191

7.08.02

Taxes and contributions

32,532

33,102

7.08.03

Compensation – Interest

58,567

64,739

7.08.04

Compensation – Company capital

-39,789

-55,473

7.08.04.03

Retained losses

-39,789

-55,473

 

 

 

 

 

9

 


 

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

3/31/2014

PRIOR YEAR

12/31/2013

1

Total Assets

7,618,063

8,183,030

1.01

Current Assets

5,101,793

5,679,907

1.01.01

Cash and cash equivalents

189,502

215,194

1.01.01.01

Cash and banks

141,283

121,222

1.01.01.02

Short-term investments

48,219

93,972

1.01.02

Short-term investments

1,373,724

1,808,969

1.01.02.01

Fair value of short-term investments

1,373,724

1,808,969

1.01.03

Accounts receivable

1,721,676

1,909,877

1.01.03.01

Trade accounts receivable

1,721,676

1,909,877

1.01.03.01.01

Receivables from clients of developments

1,679,019

1,849,329

1.01.03.01.02

Receivables from clients of construction and services rendered

42,657

60,548

1.01.04

Inventories

1,498,099

1,442,019

1.01.07

Prepaid expenses

30,331

35,188

1.01.07.01

Prepaid expenses and others

30,331

35,188

1.01.08

Other current assets

287,561

268,660

1.01.08.01

Non current assets for sale

111,017

114,847

1.01.08.03

Others

176,544

153,813

1.01.08.03.01

Others accounts receivable

59,817

71,083

1.01.08.03.02

Receivables from related parties

116,727

82,547

1.01.08.03.03

Derivative financial instruments

0

183

1.02

Non Current assets

2,516,270

2,503,123

1.02.01

Non current assets

1,273,925

1,240,322

1.02.01.03

Accounts receivable

332,120

313,791

1.02.01.03.01

Receivables from clients of developments

332,120

313,791

1.02.01.04

Inventories

653,174

652,395

1.02.01.09

Others non current assets

288,631

274,136

1.02.01.09.03

Others accounts receivable and others

140,883

137,628

1.02.01.09.04

Receivables from related parties

147,748

136,508

1.02.02

Investments

1,102,619

1,120,076

1.02.02.01

Interest in associates and affiliates

1,102,619

1,120,076

1.02.03

Property and equipment

37,687

36,385

1.02.03.01

Operation property and equipment

37,687

36,385

1.02.04

Intangible assets

102,039

106,340

1.02.04.01

Intangible assets

58,959

63,260

1.02.04.02

Goodwill

43,080

43,080

 

 

 

 

10

 


 

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

3/31/2014

PRIOR YEAR
 12/31/2013

2

Total Liabilities

7,618,063

8,183,030

2.01

Current liabilities

2,326,635

2,683,023

2.01.01

Social and labor obligations

100,111

96,187

2.01.01.02

Labor obligations

100,111

96,187

2.01.01.02.01

Salaries, payroll charges and profit sharing

100,111

96,187

2.01.02

Suppliers

138,536

79,342

2.01.02.01

Local suppliers

138,536

79,342

2.01.03

Tax obligations

112,735

216,625

2.01.03.01

Federal tax obligations

112,735

216,625

2.01.04

Loans and financing

1,161,893

1,154,218

2.01.04.01

Loans and financing

560,458

590,386

2.01.04.01.01

In Local Currency

560,458

590,386

2.01.04.02

Debentures

601,435

563,832

2.01.05

Others obligations

730,862

1,064,532

2.01.05.01

Paybales to related parties

109,703

133,678

2.01.05.02

Others

621,159

930,854

2.01.05.02.01

Minimum mandatory dividends

32,942

150,067

2.01.05.02.04

Obligations for purchase of real estate and advances from customers

360,200

408,374

2.01.05.02.05

Payables to venture partners

12,421

112,886

2.01.05.02.06

Other obligations

155,315

176,740

2.01.05.02.07

Obligations assumed on assignment of receivables

60,281

82,787

2.01.06

Provisions

82,498

72,119

2.01.06.01

Tax, labor and civel lawsuits

82,498

72,119

2.01.06.01.01

Tax lawsuits

218

255

2.01.06.01.02

Labor lawsuits

35,128

23,876

2.01.06.01.04

Civel lawsuits

47,152

47,988

2.02

Non current liabilities

2,161,919

2,285,524

2.02.01

Loans and financing

1,781,942

1,905,310

2.02.01.01

Loans and financing

924,960

1,047,924

2.02.01.01.01

Loans and financing in local currency

924,960

1,047,924

2.02.01.02

Debentures

856,982

857,386

2.02.02

Other obligations

200,976

197,753

2.02.02.02

Others

200,976

197,753

2.02.02.02.03

Obligations for purchase of real estate and advances from customers

82,815

79,975

2.02.02.02.04

Other obligations

69,004

69,874

2.02.02.02.05

Payables to venture partners

10,794

10,794

2.02.02.02.06

Obligations assumed on assignment of receivables

38,363

37,110

2.02.03

Deferred taxes

54,004

56,652

2.02.03.01

Deferred income tax and social contribution

54,004

56,652

2.02.04

Provisions

124,997

125,809

2.02.04.01

Tax, labor and civel lawsuits

124,997

125,809

2.02.04.01.01

Tax lawsuits

1,356

1,336

2.02.04.01.02

Labor lawsuits

25,958

31,748

2.02.04.01.04

Civel lawsuits

97,683

92,725

2.03

Equity

3,129,509

3,214,483

 

 

 

 

11

 


 
 

 

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

CODE

DESCRIPTION

ACTUAL QUARTER

3/31/2014

PRIOR YEAR
 12/31/2013

2.03.01

Capital

2,740,662

2,740,662

2.03.01.01

Capital

2,740,662

2,740,662

2.03.02

Capital Reserves

57,972

54,383

2.03.02.04

Granted options

129,189

125,600

2.03.02.07

Reserve for expenditures with public offering

-71,217

-71,217

2.03.04

Income Reserve

347,511

395,679

2.03.04.01

Legal Reserve

31,593

31,593

2.03.04.02

Statutory Reserve

437,156

437,156

2.03.04.09

Treasury shares

-121,238

-73,070

2.03.05

Retained earnings/accumulated losses

-39,789

0

2.03.09

Non-controlling interest

23,153

23,759

 

12

 


 
 

 

CONSOLIDATED STATEMENT OF INCOME (in thousands of Brazilian Reais)

 

CODE

DESCRIPTION

YEAR TO DATE

1/1/2014 to 3/31/2014

YEAR TO DATE FROM PREVIOUS YEAR 1/1/2013 to 3/31/2013

3.01

Gross Sales and/or Services

432,701

507,550

3.01.01

Real estate development and sales and construction services rendered

468,642

548,284

3.01.03

Taxes on sales and services

-35,941

-40,734

3.02

Cost of sales and/or services

-335,353

-429,405

3.02.01

Cost of real estate development

-335,353

-429,405

3.03

Gross profit

97,348

78,145

3.04

Operating expenses/income

-123,232

-106,332

3.04.01

Selling expenses

-30,782

-55,220

3.04.02

General and administrative expenses

-51,419

-53,005

3.04.05

Other operating expenses

-40,014

-16,226

3.04.05.01

Depreciation and amortization

-14,022

-9,409

3.04.05.02

Other operating expenses

-25,992

-6,817

3.04.06

Equity pick-up

-1,017

18,119

3.05

Income (loss) before financial results and income taxes

-25,884

-28,817

3.06

Financial

-7,914

-49,165

3.06.01

Financial income

44,196

18,931

3.06.02

Financial expenses

-52,110

-68,096

3.07

Income before income taxes

-33,798

-77,352

3.08

Income and social contribution taxes

-6,597

-6,437

3.08.01

Current

-7,064

-3,963

3.08.02

Deferred

467

-2,474

3.09

Income (loss) from continuing operation

-40,395

-83,789

3.10

Income (loss) from discontinuing operation

0

38,292

3.10.01

Income (loss) from discontinuing operation

0

38,292

3.11

Income (loss) for the period

-40,395

-45,497

3.11.01

Income (loss) attributable to the Company

-39,789

-55,473

3.11.02

Net income attributable to non-controlling interests

-606

9,976

3.99

Income (loss) per share (Reais)

 

3.99.01

Basic earnings (loss) per share

 

 

3.99.01.01

ON

-0.09770

-0.12840

3.99.02

Diluted earnings (loss) per share

 

 

3.99.02.01

ON

-0.09770

-0.12840

 

13

 


 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (in thousands of Brazilian Reais)

 

 

CODE

DESCRIPTION

YEAR TO DATE

1/1/2014 to 3/31/2014

YEAR TO DATE FROM PREVIOUS YEAR 1/1/2013 to 3/31/2013

4.01

Income (loss) for the period

-40,395

-45,497

4.03

Consolidated comprehensive income (loss) for the period

-40,395

-45,497

4.03.01

Income (loss) attributable to Gafisa

-39,789

-55,473

4.03.02

Net income attributable to the noncontrolling interests

-606

9,976

14

 


 
 

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS – INDIRECT METHOD (in thousands of Brazilian Reais)

 

CODE

DESCRIPTION

YEAR TO DATE

1/1/2014 to 3/31/2014

YEAR TO DATE

PRIOR YEAR

1/1/2013 to 3/31/2013

6.01

Net cash from operating activities

-54,109

-26,382

6.01.01

Cash generated in the operations

30,655

7,730

6.01.01.01

Loss before income and social contribution taxes

-33,798

-37,856

6.01.01.02

Stock options expenses

3,589

4,914

6.01.01.03

Unrealized interest and finance charges, net

23,956

32,684

6.01.01.04

Depreciation and amortization

14,022

10,297

6.01.01.05

Write-off of property and equipment, net

1,715

1,570

6.01.01.06

Provision for legal claims

26,149

6,962

6.01.01.07

Warranty provision

-3,478

2,870

6.01.01.08

Provision for profit sharing

4,789

12,547

6.01.01.09

Allowance for doubtful accounts

-4,586

-9,966

6.01.01.10

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

-2,294

435

6.01.01.11

Provision for penalties due to delay in construction works

-612

-1,363

6.01.01.12

Financial instruments

186

5,959

6.01.01.13

Equity pick-up

1,017

-21,813

6.01.01.14

Provision for realization of non-financial assets – intangible

0

490

6.01.02

Variation in Assets and Liabilities

-84,764

-34,112

6.01.02.01

Trade accounts receivable

178,657

92,732

6.01.02.02

Properties for sale

-77,087

-109,298

6.01.02.03

Other accounts receivable

8,236

-8,743

6.01.02.04

Transactions with related parties

-58,011

-11,872

6.01.02.05

Prepaid expenses

4,857

6,114

6.01.02.06

Suppliers

59,194

-41,118

6.01.02.07

Obligations for purchase of land and adv. from customers

-45,335

-4,721

6.01.02.08

Taxes and contributions

-26,272

-24,246

6.01.02.09

Salaries and payable charges

-864

2,463

6.01.02.10

Other obligations

-43,457

69,769

6.01.02.11

Income tax and social contribution paid

-84,682

-4,192

6.02

Net cash from investing activities

419,622

191,582

6.02.01

Purchase of property and equipment and intangible assets

-12,738

-15,353

6.02.02

Redemption of short-term investments

1,115,783

606,645

6.02.03

Short-term investmentsobtained

-680,534

-394,332

6.02.04

Investments increase

-5,514

-7,378

6.02.05

Received dividends

2,625

2,000

6.03

Net cash from financing activities

-391,205

-76,998

6.03.02

Loans and financing obtained

175,391

304,899

6.03.03

Payment of loans and financing

-315,039

-260,029

6.03.04

Dividends paid

-117,125

0

6.03.05

Proceeds from subscription of redeemable equity interest in securitization fund

0

1,482

6.03.06

Payables to venture partners

-100,464

-112,681

6.03.07

Loans with related parties

-11,420

-6,333

6.03.08

Treasury shares

-22,728

-4,336

6.05

Net increase of cash and cash equivalents

-25,692

88,202

6.05.01

Cash and cash equivalents at the beginning of the period

215,194

587,956

6.05.02

Cash and cash equivalents at the end of the period

189,502

676,158

 

 

 

15

 


 

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 01/01/2014 TO 03/31/2014 (in thousands of Brazilian reais)

 

 

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings/

accumulated losses

Others comprehensive income

Total shareholders’ equity

Non controlling interest

Total equity

consolidated

5.01

Opening balance

2,740,662

-18,687

468,749

0

0

3,190,724

23,759

3,214,483

5.03

Opening adjusted balance

2,740,662

-18,687

468,749

0

0

3,190,724

23,759

3,214,483

5.04

Capital transactions with shareholders

0

-44,579

0

0

0

-44,579

0

-44,579

5.04.03

Realization of granted options

0

3,589

0

0

0

3,589

0

3,589

5.04.04

Acquired treasury shares

0

-48,168

0

0

0

-48,168

0

-48,168

5.05

Total of comprehensive income (loss)

0

0

0

-39,789

0

-39,789

-606

-40,395

5.05.01

Income (loss) for the period

0

0

0

-39,789

0

-39,789

-606

-40,395

5.07

Closing balance

2,740,662

-63,266

468,749

-39,789

0

3,106,356

23,153

3,129,509

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16

 


 

 

 

CONSOLIDATED  STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM 01/01/2013 TO 03/31/2013 (in thousands of Brazilian reais)

 

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings/

accumulated deficit

Others comprehensive income

Total shareholders’ equity

Non controlling interest

Total equity

Consolidated

5.01

Opening balance

2,735,794

35,233

0

-235,582

0

2,535,445

150,384

2,685,829

5.03

Opening Adjusted balance

2,735,794

35,233

0

-235,582

0

2,535,445

150,384

2,685,829

5.04

Capital transactions with shareholders

0

326

0

0

0

326

-5,174

-4,848

5.04.03

Realization of granted options

0

4,662

0

0

0

4,662

51

4,713

5.04.04

Acquired treasury shares

0

-4,336

0

0

0

-4,336

0

-4,336

5.04.06

Dividends

0

0

0

0

0

0

-5,225

-5,225

5.05

Comprehensive Income (loss)

0

0

0

-55,473

0

-55,473

9,976

-45,497

5.05.01

Income (loss) for the period

0

0

0

-55,473

0

-55,473

9,976

-45,497

5.07

Closing balance

2,735,794

35,559

0

-291,055

0

2,480,298

155,186

2,635,484

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17

 


 

 

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

 

CODE

DESCRIPTION

YEAR TO DATE

1/1/2014 to 3/31/2014

YEAR TO DATE FROM PRIOR YEAR

1/1/2013 to 3/31/2013

7.01

Revenues

468,642

717,803

7.01.01

Real estate development, sale and services

438,604

681,217

7.01.04

Allowance for doubtful accounts

30,308

36,586

7.02

Inputs acquired from third parties

-329,298

-511,731

7.02.01

Cost of sales and/or services

-300,608

-476,087

7.02.02

Materials, energy, outsourced labor and other

-28,690

-35,644

7.03

Gross added value

139,344

206,072

7.04

Retentions

-14,022

-10,297

7.04.01

Depreciation, amortization and depletion

-14,022

-10,297

7.05

Net added value produced by the Company

125,322

195,775

7.06

Added value received on transfer

43,179

45,344

7.06.01

Equity pick-up

-1,017

21,813

7.06.02

Financial income

44,196

23,531

7.07

Total added value to be distributed

168,501

241,119

7.08

Added value distribution

168,501

241,119

7.08.01

Personnel and payroll charges

53,491

81,341

7.08.02

Taxes and contributions

63,750

81,341

7.08.03

Compensation – Interest

91,049

100,067

7.08.03.01

Interest

86,855

100,067

7.08.03.02

Rentals

4,194

0

7.08.04

Compensation – Company capital

-39,789

-55,473

7.08.04.03

Retained losses

-39,789

-55,473

 

 

 

18

 


 
 

 

 


 
 

 

 

GAFISA RELEASES 1Q14 RESULTS

 

FOR IMMEDIATE RELEASE

 

São Paulo, May 09, 2014

Gafisa S.A. (Bovespa: GFSA3; NYSE: GFA), one of the leading Brazilian homebuilder, today reported financial results for the quarter ended March 31, 2014.

 

MANAGEMENT COMMENTS AND HIGHLIGHTS

We started 2014 motivated by the results achieved in the prior year and confident in the goals and guidelines contained in our business plan for the upcoming year.

Traditionally, the first quarter is characterized by seasonally lower activity. In the Gafisa segment, although aware of the changes in the country’s macroeconomic scenario, we are happy with the operational and financial results we achieved in the period. Launch volumes reached R$353.9 million in 1Q14 and included 2 projects in São Paulo and 1 in Rio de Janeiro. Pre-sales reached R$187.6 million in the quarter, with inventories representing 80% of the total, and launches the remaining 20%. It should also be noted that Gafisa segment dissolutions were down 58% y-o-y, despite the high volume of deliveries in recent quarters. This reduction of dissolutions in the Gafisa segment demonstrates the improved credit profile in our customer base.

As for the Tenda segment, the 1Q14 marks another step forward in the application of the new business model initiated in 2013. Given the strong performance of projects launched last year, first quarter launches totaled R$181.4 million and were spread over 4 projects in São Paulo, Rio de Janeiro, Bahia and Pernambuco. Pre-sales reached R$51.8 million and were impacted by a higher volume of dissolutions. This is the result of the delivery of almost 5 thousand units in the last 6 months.

Since late 2013, reduced operational complexity coupled with the narrowing of the Company’s geographic footprint, led to higher profitability. The consolidated gross margin, before interest, increased to 30.5% in 1Q14, as compared to 22.0% in same quarter of last year.

Cash generation was a highlight in the quarter. The Company recorded cash generation of R$107.3 million in 1Q14, reaching free cash flow of R$20.5 million.

Reasserting our commitment to enhancing shareholder value, at the end of April the Company approved the payment of supplementary dividends totaling R$32.9 million, which, when added to interest on own capital paid in February, represents a dividend yield of 11.0%, based on 2013.

We continue to implement our five-year business plan for the 2014 to 2018 period, in which guidelines for the development of our business for the coming years were established. The plan details the expected size of Gafisa and Tenda’s operations, appropriate leverage, profitability guidelines, and importantly, our commitment to capital discipline and shareholder value generation, which are reflected in the guidance released to the market at the end of 2013.

 

 

20


 
 

 

On February 2014, we announced that the Board is studying the potential separation of the Gafisa and Tenda business units into two independent, public companies. We are analyzing possible impacts and scenarios for the proposed separation to identify what are the best ways for its implementation. In these first three months of the year, we have made progress in the administrative separation process of the Gafisa and Tenda business units, already dividing some areas between both companies, and we expect that most of this process to be completed by the end of the year, at which point the two companies will operate independently from an administrative point of view. As part of this process, Duilio Calciolari, after 14 years of meaningful dedication to Gafisa, announced in February the intention to leave his position, and after a transition period, Sandro Gamba was appointed CEO last Monday, and Rodrigo Osmo remains in charge of Tenda business. The Company will keep the market informed as new definitions may occur over the coming months.

Gafisa entered 2014 well positioned to benefit from all the initiatives implemented in the last two years. Reduced operational complexity, a more appropriate cost and expense structure, the new Tenda operating model and Gafisa’s narrowed geographic footprint, coupled with financial flexibility achieved by the sale of a stake in Alphaville, were important steps in preparing the Company to face future challenges. These initiatives should also lead to improved results in 2014.

 

                                                     

              

 

 

Sandro Gamba
Chief Executive Officer – Gafisa S.A.

Rodrigo OsmoChief
Executive Officer - Tenda

 

 

 

 

21


 
 

 

FINANCIAL RESULTS

 

Net revenue recognized by the “PoC” method was R$326.7 million in the Gafisa segment and R$105.9 million in the Tenda segment. This resulted in consolidated revenue of R$432.7 million in the first quarter, a reduction of 14.7% compared with the previous year.

 

Adjusted gross profit for 1Q14 was R$132.1 million, up from R$111.7 million in 1Q13. Adjusted gross margin rose to 30.5% versus 22.0% in the prior-year period. The Gafisa contributed with R$116.5 million, and margin of 35.7%, while the Tenda segment’s adjusted gross profit was R$15.6 million, with a margin of 14.7% in 1Q14.

 

Adjusted EBITDA was R$26.5 million in the 1Q14. The Gafisa segment reported adjusted EBITDA of R$54.8 million, while the Tenda segment’s adjusted EBITDA was negative at R$24.9 million. Note that the consolidated adjusted EBITDA includes the effect of the AUSA equity, while Gafisa segment adjusted EBITDA is net of this effect.

 

The Company reported a net loss of R$39.8 million in the first quarter.

 

Operating cash generation reached R$107.3 million in the 1Q14, resulting in positive free cash flow of R$20.5 million. The Gafisa segment recorded R$99.1 million in operating cash generation, while the Tenda segment reached R$8.2 million.

 

 

OPERATING RESULTS

 

Launches totaled R$535.4 million in the 1Q14, compared to R$196.7 million in the 1Q13. The Gafisa segment launched R$353.9 million across 3 projects, while the Tenda segment launched 4 projects with a total PSV of R$181.4 million.

 

Consolidated pre-sales totaled R$239.3 million in the 1Q14, compared to R$107.9 million in the 1Q13. In the 1Q14, sales reached R$187.5 million in the Gafisa segment and R$51.8 million in the Tenda segment. Consolidated sales from launches represented 24% of the total, while sales from inventory comprised the remaining 76%.

 

Consolidated sales over supply (SoS) reached 7.5% in the 1Q14 and 3.9% in the 1Q13. In the Gafisa segment, SoS was 7.9%, while in the Tenda segment it was 6.4%.

 

Consolidated inventory at market value increased R$233.0 million on a sequential basis, reaching R$2.9 billion. Gafisa’s inventory reached R$2.2 billion and Tenda’s inventory totaled R$752.3 million.

 

Throughout the 1Q14, the Company delivered 8 projects, totaling 1,796 units. The Gafisa segment delivered 524 units, while the Tenda segment delivered the remaining 1,272 units.

 

 

22


 
 

 

ANALYSIS OF RESULTS

 

Gafisa segment

 

Gross Margin Expansion and Reduction in Selling Expenses

During the past year, the Gafisa segment’s margins improved due to the delivery of legacy projects and the narrowing of the brand’s geographic footprint. Accordingly, the segment’s profitability increased. Adjusted gross profit totaled R$116.5 million in 1Q14, with margin of 35.7%, compared to 29.9% in 1Q13.

 

Results were also positively impacted by a 44.8% y-o-y reduction in the level of selling expenses, despite higher launch volumes.

 

Net Income

The first quarter net loss was R$2.3 million, compared to a loss of R$11.6 million in the year-ago period. Excluding the equity from Alphaville, negative at R$3.4 million, Gafisa segment net income in the 1Q14 was positive at R$1.1 million.

Below is a brief description of the main factors impacting results.

 

Gafisa Segment

 

1Q14

 

1Q13

Adjusted Gross Profit

 

116.5

 

109.8

Adjusted Gross Margin

 

35.7%

 

29.9%

Net Profit Ex-AUSA

 

1.1

 

(49.9)

 

Tenda segment

 

Gross Margin Expansion and Lower Expenses

The reduced contribution and complexity of Tenda legacy projects, coupled with the resumption of launches under a new business model, is resulting in a gradual improvement in the segment’s margins. At the end of 1Q13, adjusted gross profit was at R$1.9 million, while in the 1Q14, it reached R$15.6 million, with adjusted gross margin reaching 14.7%, compared to a margin of 1.3% in the 1Q13.

A streamlined cost structure also contributed to the segment’s first quarter results. Selling, general and administrative expenses decreased from a year earlier to R$12.7 million, with a sharp 43.3% reduction in selling expenses. This was mainly driven by the in-store sale process, which is one of the pillars of the new Tenda business model.

 

Net Income

The first quarter net loss was R$37.5 million, compared to a net loss of R$43.9 million in the 1Q13.

 

 

Tenda Segment

 

1Q14

 

1Q13

Adjusted Gross Profit

 

15.6

 

1.9

Adjusted Gross Margin

 

14.7%

 

1.3%

Net Profit

 

(37.5)

 

(43.9)

 

 

 

 

 

 

23


 
 

 

 

 

RECENT EVENTS

 

Extraordinary Dividends and Share Buyback Program

Following the completion of the sale of the Alphaville stake and the inflow of the transaction proceeds, in a meeting held on December 20, 2013, the Company’s Board of Directors approved the payment of interest on equity to shareholders in the amount of R$130,192,095.57, representing R$0.31112217224 per share. The payment was effective February 12, 2014.

Additionally, on April 25, 2014, at the Annual General Meeting, the payment of R$32,919,915.46 in supplementary dividends to the Company’s shareholders was approved, representing R$0.082486835998 per share, excluding treasury shares. The effective date for payment is still being evaluated by the Company and will be announced to the market as soon as defined.

For fiscal year 2013, the Company approved the payment of dividends totaling R$163,111,939.28 (gross amount), or approximately R$0.37 per share, representing a dividend yield of 11.0% for the year.

Regarding the share buyback program in place, on April 30, 2014, the company had already acquired 23 million shares, around 71% of the total amount permitted, considering the maximum amount of 32,938,554 shares.

The approved program is conditional on the maintenance of consolidated net debt at a level equal to or less than 60% of net equity and does not obligate the Company to acquire any particular amount of shares in the market. The program may be suspended at any time.

On February 28, 2014, the Company canceled an open share buyback program in place in the Tenda subsidiary and opened a new program in Gafisa, containing the same previously defined conditions, which can repurchase the remaining balance of shares.

 

Annual General Meeting

On April 25, 2014, the Company’s Annual General Meeting was held, and we highlight the following resolutions:

 

i)     Reduction of the Board of Directors from 9 to 7 members, with the election of the following members for a term of 02 years: Odair Garcia Senra, Cláudio José de Carvalho Andrade, Guilherme Affonso Ferreira, José Écio Pereira da Costa Júnior, Maurício Marcellini Pereira, Rodolpho Amboss and Francisco Vidal Luna;

ii)    Approval of the allocation of net income for the fiscal year 2013, and subsequent payment of approximately R$32.9 million as supplementary dividends, as mentioned above;

iii)   Establishment of up to R$13.4 million in total compensation to be paid to the Company’s management for the fiscal year 2014, approximately 19% less than the amount paid in 2013;

 

 

 

 

 

24


 
 

 

Key Numbers for the Gafisa Group

Table 1 – Operating and Financial Highlights – (R$000, and % Gafisa, unless otherwise specified)

 

 

1Q14

4Q13

Q/Q (%)

1Q13

Y/Y (%)

Launches

353,934

679,154

-47.9%

83,029

326.3%

Net pre-sales

187,555

454,457

-58.7%

101,116

85.5%

Pre-sales of Launches

37,915

264,049

-85.6%

11,696

224.2%

Sales over Supply (SoS)

7.9%

17.8%

-55.6%

5.0%

58.0%

Delivered projects, units

524

1,249

-58.0%

86

509.3%

Net Revenue

326,750

489,853

-33.3%

367,285

-11.0%

Gross Profit

88,890

174,429

-49.0%

87,768

1.3%

Gross Margin¹

27.2%

35.6%

-840 bps

23.9%

330 bps

Adjusted Gross Margin¹

35.7%

42.0%

-630 bps

29,9%

580 bps

Adjusted EBITDA ²

54,810

125,177

-56.2%

44,970

21.9%

Adjusted EBITDA Margin ²

16.8%

25.6%

-880 bps

12.2%

460 bps

Net Income (Loss)

-2,331

908,827

-100.3%

-11,621

-79.9%

Backlog revenues

1,429,230

1,550,618

-7.8%

1,951,419

-26.8%

Backlog results ³

526,273

547,346

-3.9%

677,546

-22.3%

Backlog margin ³

36.8%

35.3%

150 bps

34.7%

210 bps

 

 

Note: Financial operational unaudited information

1) Adjusted by capitalized interests

2) Adjusted by expenses with stock option plans (non-cash), minority. Ebitda from Gafisa segment does not consider the equity of AUSA, for all quarters, and does not include AUSA stake sale operation results in 4Q13.

3) Backlog results net of PIS/COFINS taxes – 3.65%; and excluding the impact of PVA (Present Value Adjustment) method according to Law nº 11,638

 

 

Key Numbers for Tenda

 

 

 

Table 2 - Operating and Financial Highlights – (R$000, and % Gafisa, unless otherwise specified)

 

 

1Q14

4Q13

Q/Q (%)

1Q13

Y/Y (%)

Launches

181,445

88,379

105.3%

113,696

59.6%

Net pre-sales

51,767

163,626

-68.4%

6,785

663.0%

Pre-sales of Launches

20,256

74,587

-72.8%

13,656

48.3%

Sales over Supply (SoS)

6.4%

20.9%

-69.4%

0.9%

611.1%

Delivered projects, units

1,272

2,719

-53.2%

795

60.0%

Net Revenue

105,951

214,897

-50.7%

140,265

-24.5%

Gross Profit

8,458

47,570

-82.2%

-9,623

-187.9%

Gross Margin¹

7.9%

22.1%

-1420 bps

-6.9%

1480 bps

Adjusted Gross Margin¹

14.7%

28.5%

-1380 bps

1.4%

1330 bps

Adjusted EBITDA ²

(24,913)

13,761

-281.0%

(25,493)

-2.3%

Adjusted EBITDA Margin ²

-23.5%

6.4%

-2990 bps

-18.2%

-530 bps

Net Income (Loss)

-37,460

12,457

-400.7%

-43,852

-14.6%

Backlog revenues

212,031

244,789

-13.4%

361,914

-41.4%

Backlog results ³

67,482

66,789

-1.0%

86,148

-21.7%

Backlog margin ³

31.8%

27.3%

450 bps

23.8%

800 bps

 

25


 
 

 

Key Consolidated Numbers

 

Table 3 - Operating and Financial Highlights – (R$000, and % Gafisa, unless otherwise specified)

 

1Q14

4Q13

Q/Q (%)

1Q13

Y/Y (%)

Launches

535,379

767,534

-30.2%

196,725

172.1%

Launches, units

1,866

2,020

-7.6%

1,185

57.5%

Pre-sales

239,323

618,083

-61.3%

107,901

121.8%

Pre-sales, units

767

2,280

-66.4%

361

112.5%

Pre-sales of Launches

58,171

338,636

-82.8%

25,352

129.5%

Sales over Supply (SoS)

7.5%

18.5%

-59.5%

3.9%

92.3%

Delivered projects

557,508

973,963

-42.8%

123,386

351.8%

Delivered projects, units

1,796

4,597

-60.9%

881

103.9%

Net Revenue

432,701

704,750

-38.6%

507,550

-14.7%

Gross Profit

97,348

221,999

-56.1%

78,145

24.6%

Gross Margin

22.5%

31.5%

-900 bps

15.4%

710 bps

Adjusted Gross Margin¹

30.5%

37.9%

-740 bps

22.0%

850 bps

Adjusted EBITDA ²

26,470

138,939

-80.9%

57.769

-54.2%

Adjusted EBITDA Margin ²

6.1%

19.7%

-1360 bps

11.4%

-830 bps

Adjusted Net Income (Loss) ²

(36,808)

896,078

-104.1%

(2,543)

1347.4%

Adjusted Net Margin ²

-8.5%

127.1%

-13560 bps

-0.5%

-800 bps

Net Income (Loss)

(39,789)

921,284

-104.3%

(55,473)

-28.3%

Backlog revenues

1,641,262

1,795,408

-8.6%

2,313,333

-29.1%

Backlog results ³

593,755

614,135

-3.3%

763,694

-22.3%

Backlog margin ³

36.2%

34.2%

200 bps

33.0%

320 bps

Net Debt + Investor Obligations

1,403,824

1,159,044

21.1%

2,485,372

-43.5%

Cash and cash equivalents

1,563,226

2,024,163

-22.8%

1,443,644

8.3%

Shareholder’s Equity

3,106,356

3,190,724

-2.6%

2,489,357

24.8%

Shareholder’s Equity + Minority shareholders

3,129,511

3,214,483

-2.6%

2,644,543

18.3%

Total Assets

7,618,063

8,183,030

-6.9%

8,530,374

-10.7%

(Net Debt + Obligations) / (Equity + Minority)

44.9%

36.1%

880 bps

94%

-4910 bps

Note: Financial operational unaudited information

1) Adjusted by capitalized interests

2) Adjusted by expenses with stock option plans (non-cash), minority. Consolidated Ebitda includes the AUSA equity effect, for all quarters, but does not consider the AUSA stake sale operation results in 4Q13.
3) Backlog results net of PIS/COFINS taxes – 3.65%; and excluding the impact of PVA (Present Value Adjustment) method according to Law nº 11,638.

 

 

 

26


 
 

 

Updated Status of the Separation Process

 

Initial Studies and First Steps

In early 2014, Gafisa’s management initiated studies to analyze the possible separation of the Gafisa and Tenda business units.

The separation would be the next step in a comprehensive plan initiated by management to enhance value creation for the Company and its shareholders.

During 1Q14, the Company made initial progress in separating some of Gafisa and Tenda’s administrative functions, initiating the corporate areas effective division process. By the end of the year, most of Gafisa and Tenda administrative structures will be segregated, operating independently.

 

At this moment, we highlight the following points:

 

(1) Definition of segregated corporate structures for Gafisa and Tenda;

(2) Assessment, understanding, sizing and necessary adjustments in processes and systems for separation of areas;

(3) Definition of the separation strategy, workforce, separation schedule for different areas, and major milestones on the process.

 

In parallel, the Company continues the studies related to separation alternatives of the two companies, assessing issues relating to capital structure, liquidity, and fiscal, tax, legal, corporate aspects, among others.

 

As previously announced to the market, with the completion of the turnaround process and in line with the intention of separating Gafisa and Tenda business units, Duilio Calciolari announced to leave the company, after 14 years of dedication to Gafisa. Therefore, on May 05, Sandro Gamba was named the new CEO of the Company. Until then, Sandro Gamba, was the CEO of Gafisa business unit, having held a number of leadership positions, in several areas of Gafisa business cycle, for more than 15 years dedicated to the Company.

Andre Bergstein remains as Chief Financial Officer and Rodrigo Osmo as CEO for Tenda.

 

The Company will keep its shareholders and the market informed about the process and any developments pertaining to the potential separation.

 

 

GAFISA SEGMENT

Focuses on residential developments within the upper, upper-middle, and middle-income segments, with unit prices exceeding R$500,000.

 

Operating Results

 

Gafisa Segment Launches and Pre-Sales

First quarter launches totaled R$353.9 million, represented by 3 projects/phases located in the cities of São Paulo and Rio de Janeiro. In the 1Q13, the segment registered R$83 million in launches.

 

 

 

 

27


 
 

 

 

 

The Gafisa segment’s 1Q14 gross pre-sales totaled R$267.9 million. Taking into account a 58% y-o-y decline in the volume of dissolutions, 1Q14 net pre-sales increased 85% y-o-y to R$187.5 million. Inventory accounted for 80% of sales, while the sale of units launched during the quarter represented the remaining 20%. The segment accounted for 66% of consolidated launches.

 

 

Table 4. Gafisa – Launches and Pre-sales (R$000)

 

1Q14

4Q13

Q/Q(%)

1Q13

Y/Y(%)

Launches

353,934

679,154

-47.9%

83,029

326.3%

Pre-sales

187,555

454,457

-58.7%

101,116

85.5%

 

 

 

Sales over Supply (SoS)

1Q14 sales velocity increased to 7.9% from 5.0% in 1Q13. Considering the last 12 months, Gafisa’s SoS ended the 1Q14 at 32.3%. SoS of launches reflects a lower conversion rate (visits x sales) in the quarter due to a longer time limit on the buyer's decision making process, associated with a concentration of launches in late March. The sales performance of these launches will be continued throughout 2Q13.

                               

28


 
 

 

 

Dissolutions

The Company has shown a consistent reduction in their level of dissolutions. Gafisa segment dissolutions declined 58.1% y-o-y, in keeping with a decline in the level of dissolutions to a more stable level.

 

                                    

 

Of the 148 Gafisa segment units cancelled and returned to inventory, 39% were resold in the period.

 

 

Inventory

In 1Q14, Gafisa maintained its focus on inventory reduction initiatives. Accordingly, inventory represented 80% of total sales in the first quarter. The market value of Gafisa segment inventory reached R$2.2 billion in the 1Q14, as compared to R$2.1 billion in the previous quarter. Finished units outside of core markets accounted for R$256.9 million, or 12% of total inventory.

 

 

Table 6. Gafisa – Inventory at Market Value (R$000)

 

Inventories BoP 4Q13

Launches

Dissolutions

Pre-Sales

Adjusts + Other

Inventories EoP 1Q14

% Q/Q

São Paulo

1, 435,653

164,333

-71,079

205,166

-84,765

1,381,135

-3.8%

Rio de Janeiro

392,141

189,601

-1,454

29,982

8,081

561,294

43.1%

Other Markets

272,416

-

-7,892

32,832

9,391

256,867

-5.7%

Total

2,100,210

353,934

80,424

-267,980

-67,293

2,199,296

4.7%

 

During the same period, finished units comprised R$309.8 million, or 14% of total inventory. Of this amount, inventory from projects launched outside core markets totaled R$196.7 million. We emphasize that the Company has seen evolution in the sales velocity in these markets over the past few quarters, and we believe that by the end of 2015 we should be able to monetize such inventory in the so called non-core markets.

 

 

Table 7. Gafisa Segment – Inventory at Market Value - Construction Status (R$000)

 

Not initiated

Up to 30% built

30% to 70% built

More than 70% built

Finished

units ¹

Total QT14

São Paulo

411,703

170,173

582,996

123,701

92,562

1,381,135

Rio de Janeiro

174,892

95,806

218,128

51,941

20,528

561,294

Other Markets

-

-

-

60,186

196,681

256,867

Total

586,595

265,979

801,124

235,829

309,770

2,199,296

 

29


 

 

 

Landbank

Gafisa segment landbank, with a PSV of approximately R$6.4 billion, is comprised of 34 different projects/phases located exclusively  in core markets. Amounting to nearly 11.4 thousand units, 78% are located in São Paulo and 22% in Rio de Janeiro. The largest portion of swapped land in Rio de Janeiro, ends up impacting the total land acquired through swaps, which now reaches 59.7%.

 

Table 8. Gafisa - Landbank 1Q14

 

PSV - R$ mm

(% Gafisa)

%Swap
Total

%Swap
Units

%Swap
Financial

Potential units

(% co)

Potential units

(100%)

São Paulo

4,944,213

44.8%

44.0%

0.8%

9,664

10,994

Rio de Janeiro

1,414,269

90.0%

90.0%

0.0%

1,725

1,728

Total

6,358,482

59.7%

59.1%

0.6%

11,388

12,722

 

Table 9. Gafisa - Changes in the Landbank 1Q14

 

Inicial Landbank

Land Aquisition

Lunches

Adjusts

Final Landbank

São Paulo

4,867,242

231,234

164,333

10,071

4,944,213

Rio de Janeiro

1,610,940

-

189,601

-7,070

1,414,269

Total

6,478,182

231,234

353,934

3,001

6,358,482

 

In the 1Q14, the Company expanded its landbank by an additional PSV of R$231.2 million, representing an acquisition cost of R$49.9 million. Of this total, 87.3% was acquired with cash, and 12.7% through swap agreements. In reference to the land acquired in the quarter, about R$ 8.8 million has already been paid in 1Q14, and approximately another R$34.4 million are to be disbursed by the end of the year.

 

First quarter adjustments reflect updates related to project scope, expected launch date and inflationary adjustments to landbank during the period.

 

 

 

Gafisa Vendas

During the 1Q14, Gafisa Vendas – an independent sales unit of the Company, with operations in Sao Paulo and Rio de Janeiro, - accounted for 52.8% of gross sales. Gafisa Vendas currently has a team of 485 highly trained, dedicated consultants, combined with an online sales force.

 

 

Gafisa Segment Delivered Projects

During 1Q14, Gafisa delivered 4 projects/phases and 524 units.

 

 

Table 10. Gafisa Segment - Delivered Projects

 

1Q14

4Q13

Q/Q(%)

1Q13

Y/Y(%)

PSV Transferred 1

230,900

295,487

-21.9%

225,729

2.3%

Delivered Projects

4

6

-33.3%

1

300.0%

Delivered Units

524

1,110

-52.8%

86

509.3%

Delivered PSV 2

458,420

480,460

-4.6%

38,995

1075.6%

Note: 1– PSV refers to potential sales value of the units transferred to financial institutions. 2– PSV refers to potential sales value of delivered units.

 

 

 

 

 

30


 
 

 

Financial Results

 

Income

Net income for the Gafisa segment in 1Q14 totaled R$326.7 million, down 11% versus the prior year period. The result was impacted by revenues pegged to developments with a less real estate appropriation, in comparison with the previous year.

In the 1Q14, approximately 94.7% of Gafisa Segment revenues were derived from projects in Rio de Janeiro/ São Paulo, while only 5.3% were derived from projects in non-core markets. The table below provides additional details.

 

 

Table 11. Gafisa - Pre-Sales and Recognized Revenues, by Launch Year (R$000)

 

1Q14

1T13

Launches

Pre-sales

% Sales

Revenue

% Revenue

Pre-sales

% Sales

Revenue

% Revenue

2014

37,915

20.2%

-

-

-

-

-

-

2013

51,495

27.5%

25,220

7.7%

11,696

11.6%

-

-

2012

28,773

15.3%

85,423

26.1%

131,985

130.5%

142,409

38.8%

≤ 2011

69,373

37.0%

216,106

66.1%

- 42,565

-42.1%

224,876

61.2%

Total

187,555

100.0%

326,750

100.0%

101,116

100.0%

367,285

100.0%

SP + RJ

162,615

86.7%

309,448

94.7%

117,618

116.3%

365,285

99.,5%

Other Markets

24,940

13.3%

17,302

5.3%

-16,501

-16.3%

2,000

0.5%

 

 

Gross Profit & Margin

Gross profit for the Gafisa segment in 1Q14 was R$88.9 million, compared to R$87.8 million in 1Q13. Gross margin for the quarter was 27.2%, up 3.3 percentage points over the previous year. Gafisa’s margins have improved, in keeping with the delivery of legacy projects and the narrowing of the segment’s geographic footprint. Excluding financial impacts, the adjusted gross margin reached 35.7%.

 

It is noteworthy that in the last two quarters of 2013, gross margin was positively impacted due to the reversal of provisions in some Gafisa developments, and also due to positive INCC variation.

 

Find below more details about the composition of Gafisa’s gross margin in 1Q14.

 

 

Table 12. Gafisa – Gross Margin (R$000)

 

1Q14

4Q13

Q/Q (%)

1Q13

Y/Y (%)

Net Revenue

326,750

489,853

-33.3%

367,285

-11.0%

Gross Profit

88,890

174,429

-49.0%

87,768

1.3%

Gross Margin

27.2%

35.6%

-840 bps

23.9%

330 bps

( - ) Financial costs

(27,640)

(31,231)

-

(22,075)

-

Adjusted Gross Profit

116,530

205,660

-43.4%

109,843

6.1%

Ajusted Gross Margin

35.7%

42.0%

-630 bps

29.9%

580 bps

 

Table 13. Gafisa – Gross Margin Composition (R$000)

 

SP + RJ

Other Markets

1Q14

Net Revenue

309.4

17.3

326.7

Adjusted Gross Profit

116.2

292.3

116.5

Ajusted Gross Margin

37.6%

1.7%

35.7%

 

 

 

31


 
 

 

Selling, General and Administrative Expenses (SG&A)

SG&A expenses totaled R$51.4 million in the 1Q14, a 21% decrease when compared with the R$64.8 million reported in 1Q13. This decrease primarily reflects a lower volume of selling expenses that despite a higher volume of launches, has presented a reduction of R$15.4 million, 44.8% lower than the previous year, result of better balance in marketing expenses and sales commission.

 

The segment’s general and administrative expenses grew by 6.8% compared to 1Q13, reaching R$32.4 million in 1Q14 due to the non-recurring effect of the payment of R$2.2 million for advisory services due to Alphaville operation. Excluding this effect, the Company’s general and administrative expenses would have reached R$30.2 million, in line with the previous year.

 

Table 14. Gafisa – SG&A Expenses (R$000)

 

1Q14

4Q13

Q/Q (%)

1Q13

Y/Y (%)

Selling Expenses

18,995

36,927

-48.6%

34,441

-44.8%

General & Administ. Expenses

32,449

46,134

-29.7%

30,373

6.8%

Total SG&A Expenses

51,444

83,061

-38.1%

64,814

-20.6%

Launches

353,934

679,154

-47.9%

83,029

326.3%

Net Pre-Sales

187,555

454,457

-58.7%

101,116

85.5%

Net Revenue

326,750

489,853

-33.3%

367,285

-11.0%

 

 

 

 

Adjusted EBITDA

Adjusted EBITDA for the Gafisa segment totaled R$54.8 million in the 1Q14, up 14.3%, as compared to R$45.0 million in the previous year. Note that adjusted EBITDA does not consider the impact of Alphaville equity. The adjusted EBITDA margin, using the same criteria, was 16.8%, compared with a margin of 12.2% in the year-ago period.

In the 1Q14, despite a modest decrease in net revenues, the Company's operating performance benefited from the following factors: (i) a 5.8 percentage point expansion in adjusted gross margin compared to the 1Q13; and (ii) a R$13.4 million, or 20.6%, y-o-y reduction in SG&A.

 

 

 

 

 

Table 15. Gafisa - Adjusted EBITDA (R$000)

 

1Q14

4Q13

Q/Q (%)

1Q13

Y/Y (%)

Net (Loss) Profit

(2,331)

908,827

-100.3%

(11,621)

-79.9%

(+) Financial results

7,824

28,916

-72.9%

52,096

-85.0%

(+) Income taxes

4,022

(14,612)

-127.5%

2,916

37.9%

(+) Depreciation & Amortization

11,206

21,160

-47.0%

6,486

72.8%

(+) Capitalized interests

27,640

31,231

-11.5%

22,075

25.2%

(+) Expenses w/ stock options

3,570

3,652

-2.2%

4,628

-22.9%

(+) Minority shareholders

(548)

(29,100)

-98.1%

6,682

-108.2%

(-) AUSA Effect Result

(3,427)

(824,897)

-56,2%

38,292

-108.9%

Adjusted EBITDA

54,810

125,177

-

44,970

21.9%

Net revenue

326,750

489,853

-33.3%

367,285

-11.0%

Adjusted EBITDA Margin

16.8%

25.6%

-880 bps

12.2%

+460 bps

EBITDA adjusted by expenses associated with stock option plans, as this is an entry, non-cash expense.

*In 4Q13, besides the effect of the AUSA equity, the operation result was discounted, EBITDA reflects equity interests in each period: 30% in 1Q14; 100% in 4Q13 and 80% in the 1Q13.

 

32


 
 

 

Backlog of Revenues and Results 

The backlog of results to be recognized under the PoC method was R$526.3 million in the 1Q14. The consolidated margin for the quarter was 36.8%, an increase of 150 bps compared to the result posted in 4Q13 and 210 bps over 1Q13. The table below shows the backlog margin:

 

 

Table 16. Gafisa - Results to be recognized (REF) by company (R$000)

 

1Q14

4Q13

Q/Q (%)

1Q13

Y/Y (%)

Revenues to be recognized

1,429,230

1,550,618

-7.8%

1,951,419

-26.8%

Costs to be recognized (units sold)

-902,957

-1,003,272

-10.0%

-1,273,873

-29.1%

Results to be Recognized

526,273

547,346

-3.8%

677,546

-22.3%

Backlog Margin

36.8%

35.3%

150 bps

34.7%

210 bps

 

 

 

TENDA SEGMENT

Focuses on affordable residential developments, classified within the Range II of Minha Casa, Minha Vida Program.

 

 

Operating Results

 

Tenda Segment Launches

First-quarter launches totaled R$181.4 million and included 4 projects/phases in 4 states. The brand accounted for 34% of 1Q14 consolidated launches.

 

                  

                                                                

 

During 1Q14, gross sales reached R$244.9 million, while net pre-sales totaled R$51.8 million. Sales from inventory accounted for 61% of the total, while sales from units launched during 1Q14 accounted for the remaining 39%.

 

All new projects under the Tenda brand are being developed in phases, in which all pre-sales are contingent on the ability to pass mortgages onto financial institutions. During 1Q14, 1,278 units, representing R$147.6 million in net pre-sales, were transferred to financial institutions.

 

 

33


 
 

 

 

 

 

Table 17. Tenda – Launches and Pre-sales (R$000)

 

1Q14

4Q13

Q/Q(%)

1Q13

Y/Y(%)

Launches

181,445

88,379

105%

113,696

60%

Pre-sales

51,767

163,626

-68%

6,785

663%

 

 

Sales over Supply (SoS)

In 1Q14, sales velocity (sales over supply) rose to 6.4%, compared to 0.9% in 1Q13. Considering the last 12 months, Tenda SoS ended the 1Q14 at 41.6%.

 

           

Dissolutions

The volume of 1Q14 dissolutions was down 58.6%, R$467.0 million in 4Q11 to R$193.2 million in 1T14, and a reduction of 16.9% compared to 1Q13.

 

34


 
 

 

As expected, due to the high volume of deliveries in recent quarters, the level of cancellations in the Tenda segment increased compared to the 4Q13, particularly among older programs and those in the Minha Casa, Minha Vida program. Changes to bank credit criteria over the second half of 2013, which impacted the ability of some customers to secure financing, also impacted the level of cancellations for that period. Approximately 80% of 1Q14 dissolutions in the Tenda segment were related to old projects.

 

 

Table 18. Tenda – Net Pre-sales by Market (R$000)

 

1Q12

2Q12

3Q12

4Q12

1Q13

2Q13

3Q13

4Q13

1Q14

New Model

 

 

 

 

 

 

 

 

 

Gross Sales

-

-

-

-

13,656

57,011

59,713

84,491

92,057

Dissolutions

-

-

-

-

-

-2,126

-7,433

-6,293

-31,546

Net Sales

-

-

-

-

13,656

54,885

52,279

78,197

60,511

Legacy Projects

 

 

 

 

 

 

 

 

 

Gross Sales

249,142

344,855

293,801

287,935

225,646

270,677

223,909

154,197

152,875

Dissolutions

-339,585

-329,127

-263,751

-317,589

-232,517

-155,722

-126,038

-68,769

161,619

Net Sales

-90,443

15,728

30,050

-29,653

-6,871

114,956

97,872

85,429

-8,744

Total

 

 

 

 

 

 

 

 

 

Dissolutions

3,157

2,984

2,202

2,509

1,700

1,172

924

491

1,259

Gross Sales

249,142

344,855

293,801

287,935

239,302

327,689

283,622

238,688

244,931

Dissolutions

-339,585

-329,127

-263,751

-317,589

-232,517

-157,848

-133,471

-75,062

-193,164

Net Sales

-90,443

15,728

30,050

-29,653

6,785

169,841

150,151

163,626

51,767

Total (R$)

-90,443

15,728

30,050

-29,653

6,785

169,841

150,151

163,626

51,767

MCMV

-95,759

21,461

7,977

-3,630

36,191

142,602

119,215

122,428

57,157

Out of MCMV

6,316

-5,733

22,074

-26,023

-29,406

29,239

30,936

41,198

-5,390

 

 

Tenda remains focused on the completion and delivery of legacy projects, and is dissolving contracts with ineligible clients, so as to sell the units to qualified customers.

Of the 1,223 Tenda units cancelled and returned to inventory, 47% were resold to qualified customers during the same period. In 1Q14, 55% of dissolutions related to the new Tenda model were resold in the same period. It is important to note the importance of the sale and transfer process contained in the New Tenda Business Model, in which within 90 days the customer will either sign the financing agreement with the financial institution, or will have his/her contract cancelled.

 

 

35


 
 

 

 

Tenda Segment Transfers

In the 1Q14, Tenda transferred 1,278 units to financial institutions, representing R$147.6 million.

 

Table 19. Tenda - PSV Transferred - Tenda (R$000)

 

1Q14

4Q13

Q/Q(%)

1Q13

Y/Y(%)

New Projects

53,992

42,921

25,8%

-

-

Legacy Projects

93,604

145,038

-35,5%

274,538

-65.9%

PSV Transferred1

147,596

187,959

-21,5%

274,538

-46.2%

Note: 1– PSV refers to potential sales value of the units transferred to financial institutions.

 

 

 

Tenda Segment Delivered Projects

During 1Q14, Tenda delivered 4 projects/phases and 1,272 units.

 

Inventory

Tenda has achieved satisfactory results in its inventory reduction initiatives, with inventory representing 61% of total sales. The market value for Tenda inventory was R$752.3 million at the end of the first quarter, compared to R$618.4 million at the end of 2013. The inventory related to the remaining units for the Tenda segment totaled R$495.0 million or 65.8% of the total. During the period, inventory comprising units within the Minha Casa, Minha Vida program totaled R$491.9 million, or 65.4% of total inventory, while units outside the program totaled R$260.3 million in the 1Q14.

 

 

Table 20. Tenda -  Inventory at Market Value 1Q14 x 4Q13 (R$000) – Tenda Segment  by Region

 

Inventories IP1¹ 3Q13

Launches

Dissolutions

Pre-Sales

Price Adjustments + Other 5

Inventories FP2 4Q13

% Q/Q³

São Paulo

173,138

16,400

-41,210

50,791

-10,068

189,051

9%

Rio de Janeiro

97,116

63,814

-21,128

34,963

-29,645

145,119

49%

Minas Gerais

52,896

-

-40,397

26,871

12,699

52,069

-2%

Nordeste

56,199

101,231

-20,821

48,348

-55,941

129,016

130%

Outros

239,082

-

-69,608

83,959

-16,386

237,047

-1%

Total Tenda

618,431

181,445

193,164

-244,931

4,193

752,302

21.6%

MCMV

376,525

181,445

-109,040

166,197

-123,134

491,992

30.7%

Out of MCMV

241,906

-

-84,124

78,734

23,793

260,309

7.6%

Note: 1) BoP beginning of period – 3Q13. 2) EoP end of period – 4Q13.  3) % Change 4Q13 versus 3Q13. 4) 4Q13 sales speed. 5) projects canceled during the period.

 

 

Table 21. Tenda - Inventory at Market Value – Construction Status (R$000)

 

Not initiated

Up to 30% built

30% to 70% built

More than 70% built

Finished
units ¹

Total 4Q13

New Model - MCMV

195,852

36,972

24,388

-

48

257,260

Legacy - MCMV

-

-

76,522

28,322

129,888

234,732

Legacy – Out of MCMV

-

-

5,546

38,076

216,687

260,309

Total Tenda

195,852

36,972

106,457

66,398

346,624

752,302

Note: Inventory at market value includes projects with partners. The figure is not comparable to the accounting inventory due to the new accounting consolidation implemented on behalf of CPCs 18, 19 and 36.

 

 

 

Tenda Segment Landbank

Tenda segment landbank, with a PSV of approximately R$3.0 billion, is comprised of 24 different projects/phases located exclusively in core markets. 28.1% are located in São Paulo, 15.9% in Rio de Janeiro, 13.3% in Minas Gerais and 42.7% in the Northeast region, specifically in the states of Bahia and Pernambuco. Altogether these amount to more than 17.7 thousand units.

 

36


 
 

 

 

Table 22. Landbank - Tenda Segment

 

PSV - R$ mm
(% Tenda)

% Swap
Total

% Swap
Units

% Swap
Financial

Potential Units
(%co)

Potential Units
(100%)

São Paulo

832,139

9.2%

9.2%

-

6,610

6,656

Rio de Janeiro

471,885

20.4%

20.4%

-

3,670

3,723

Northeast

1,263,732

13.7%

13.7%

-

10,462

10,540

Minas Gerais

392,871

66.3%

43.2%

23.1%

3,167

3,280

Total

2,960,627

22.5%

18.4%

4.0%

23,909

24,199

 

 

 

Table 23. Tenda – Changes in the Landbank

 

Inicial Landband

Land aquisition

Launches

Adjusts

Final Landbank

São Paulo/Sul

706,344

28,264

16,400

113,931

832,139

Rio de Janeiro

524,684

-

63,814

11,014

471,885

Nordeste

803,293

457,614

101,231

104,056

1,263,732

Minas Gerais

393,283

-

 

- 411

392,871

Total

2,427,604

485,878

181,445

228,590

2,960,627

 

 

 

In the 1Q14, the Company expanded its landbank with an additional potential PSV of R$485.9 million, representing an acquisition cost of R$32.5 million. Out of this total, 91.9% was acquired for cash, and 8.1% by swap. In reference to the land acquired in the quarter, about R$3.5 million has already been paid in 1Q14, and approximately  R$13.4 million are to be disbursed by the end of 2014.

 

 

New Model Update and Turnaround

Tenda began 2014 continuing the resumption of its launches within the New Business Model, based on three basic pillars: operational efficiency, risk management and capital discipline. Currently, the Company continues to operate in 4 macro regions: São Paulo, Rio de Janeiro, Minas Gerais and Nordeste (Bahia and Pernambuco), with a PSV of R$427.6 million to date. Below is a brief description of the performance of these projects:

 

 

Table 24. Tenda – New Model: Launched Projects

 

Novo Horizonte

Vila Cantuária

Itaim Paulista

Verde Vida F1

Jaraguá

Viva Mais

Ch. Campo Limpo

Verde Vida F2

Parque Rio Maravilha

Renacença Candeias

Launch

Mar/13

Mar/13

May/13

Jul13

Aug/13

Nov/13

Dec/13

Jan/14

Mar/13

Mar/13

Local

SP

BA

SP

BA

SP

RJ

SP

BA

RJ

PE

Units

580

440

240

340

260

300

300

340

440

432

Total PSV (R$000)

65,145

45,903

31,220

38,563

40,842

39,713

48,000

42,405

63,814

57,024

Sales

577

341

195

261

232

96

127

43

55

52

% Sales

99%

78%

82%

77%

89%

32%

42%

13%

13%

12%

SoS average (month)

8%

6%

7%

9%

11%

6%

10%

4%

12%

12%

Transferred

565

178

162

218

215

55

100

3

-

-

% Transferred

98%

52%

83%

84%

93%

57%

79%

7%

-

-

Work progress

89%

86%

72%

17%

2%

12%

-

-

-

-

 

Tenda remains focused on the completion and delivery of its remaining projects, and is also dissolving contracts with non-eligible clients, so as to sell the units to qualified customers.

The run-off of legacy projects is on schedule and shall be mostly concluded in 2014, with approximately 95% of the remaining units being delivered by the end of the year

 
 

37


 
 

 

Financial Result

 

Revenues

Tenda’s net revenue in 1Q14 totaled R$105.9 million, a reduction of 24% compared with the previous year. The decline reflects the resumption of Tenda launches in the 1Q13 following a period during which launch activity was halted while a new business model was developed. As shown in the table below, revenues from new projects accounted for 55.0% of Tenda’s revenues in 1Q14, while revenues from older projects accounted for the remaining 45.0%.

Table 25. Tenda - Pre-Sales and Recognized Revenues (R$000)

 

1Q14

1Q13

Launches

Pre-Sales

% Sales

Revenues

% Revenues

Pre-Sales

% Sales

Revenues

% Revenues

2014

20,256

39.1%

-

-

-

-

-

-

2013

40,255

77.8%

58,245

55.0%

13,656

201.3%

-

-

2012

-

-

-

-

-

-

-

-

≤ 2011

-8,744

-16.9%

44,215

41.7%

-6,871

-101.3%

140,265

100.0%

Landbank Sale

-

-

3,491

3.3%

-

-

-

-

Total

51,767

100.0%

105,951

100.0%

6,785

100.0%

140,265

100.0%

Legacy

-8,744

-16.9%

47,706

45.0%

-6,871

-101.3%

140,265

100.0%

New Model

60,511

116.9%

58,245

55.0%

13,656

201.3%

-

-

 

Gross Profit & Margin

Gross profit in 1Q14 was R$8.5 million, an increase of 188% compared to a loss of R$9.6 million in 1Q13. Gross margin for the quarter reached 8.0%, an increase of 14.8 percentage points from the prior-year period. The improvement in gross margin reflects the delivery of Tenda legacy projects. At the same time, the contribution of projects developed under Tenda’s new business model, which contain higher margins, is increasing, as observed in recent quarters.

It is noteworthy that in the last quarters of 2013, Tenda’s gross margin was positively impacted due to the reversal of provisions in some of its developments, and also due to positive INCC variation.

 

Below is the Tenda’s gross margin breakdown for 1Q14. Note that the gross margin of the first projects under Tenda’s new business model benefits from the use of landbank acquired in the past, allowing greater profitability.

 

Table 26. Tenda – Gross Margin (R$000)

 

1Q14

4Q13

Q/Q (%)

1Q13

Y/Y (%)

Net Revenue

105,951

214,897

-50.7%

140,265

-24.5%

Gross Profit

8,458

45,570

-81.4%

(9,623)

-187.9%

Gross Margin

8.0%

22.1%

-1410bps

-6.9%

1490bps

( - ) Financial costs

(7,105)

(13,644)

-47.9%

(11,519)

-38.3%

Adjusted Gross Profit

15,563

61,214

-74.6%

1,896

720.8%

Adjusted Gross Margin

14.7%

28.5%

-1380bps

1.3%

1340bps

 

Selling, General, and Administrative Expenses (SG&A)

During 1Q14, selling, general and administrative expenses totaled R$30.8 million, a decrease of 29.1% compared to R$43.4 million in 1Q13. The decline reflects the Company's efforts to adapt its cost and expense structure to the size of its operations.

Selling expenses totaled R$11.8 million in the 1Q14, a decrease of 43.3% compared to 1Q13, due to the following: (i) consolidation over time of the sales transaction through the store, started with the New Model in early 2013; (ii) adjustments to the Tenda’s sales team compensation and commissioning policy, reflecting the new business model; (iii) smaller representation of the legacy projects impacting Tenda’s cost structure.

 

38


 
 

 

 

Table 27. Tenda – SG&A Expenses (R$000)

 

1Q14

4Q13

Q/Q (%)

1Q13

Y/Y (%)

Selling Expenses

11,787

16,930

-30.4%

20,779

-43.3%

General & Administ. Expenses

18,970

30,130

-37.0%

22,632

-16.2%

Total SG&A Expenses

30,757

47,060

-34.6%

43,411

-29.1%

Launches

181,445

88,379

105.3%

113,696

59.6%

Net Pre-Sales

51,767

163,626

-68.4%

6,785

663.0%

Net Revenue

105,951

214,897

-50.7%

140,265

-24.5%

 

Adjusted EBITDA

Adjusted EBITDA was negative R$24.9 million in 1Q14, compared to negative adjusted EBITDA of R$25.5 million in 1Q13.

Despite the lower level of revenue, the Company was able to improve its operating performance due to the expansion of its gross margin and efforts to streamline its cost and expense structure.

Table 28. Tenda - Consolidated Adjusted EBITDA (R$000)

 

1Q14

4Q13

Q/Q (%)

1Q13

Y/Y (%)

Net (Loss) Profit

(37,460)

12,457

-400.7%

(43,852)

-14.6%

(+) Financial results

90

2,274

-96.0%

(2,931) (2.931)

-103.1%

(+) Income taxes

2,575

(3,024)

-185.2%

3,521

-26.9%

(+) Depreciation & Amortization

2,816

3,281

-14.2%

2,923

-3.7%

(+) Capitalized interests

7,105

13,644

-47.9%

11,519

-38.3%

(+) Expenses w/ stock options

19

52

-63.5%

33

-42.4%

(+) Minority shareholders

(58)

190

-130.5%

3,294

-101.8%

(-) AUSA Effect Result

-

(15,113)

-

-

-

Adjusted EBITDA

(24,913)

13,761

-281.0%

(25,493)

-2.3%

Net revenue

105,951

214,897

-50.7%

140,265

-24.5%

Adjusted EBITDA Margin

-23.5%

6.4%

-2990bps

-18.2%

-530bps

EBITDA adjusted by expenses associated with stock option plans, as this is an entry, non-cash expense.

 

Backlog of Revenues and Results

The backlog of results to be recognized under the PoC method was R$67.5 million in 1Q14. The consolidated margin for the quarter was 31.8%, an increase of 800 basis points compared to the 1Q13.

 

Table 29. Results to be recognized (REF) (R$000)

 

1Q14

4Q13

Q/Q (%)

1Q13

Y/Y (%)

Revenues to be recognized

212,031

244,789

-13.4%

361,914

-4.1%

Costs to be recognized (units sold)

(144,550)

(178,001)

-18.8%

(275,766)

-47.6%

Results to be Recognized

67,482

66,789

-1.0%

86,148

-21.7%

Backlog Margin

31.8%

27.3%

450 bps

23.8%

800 bps

Note: Revenues to be recognized are net of PIS/Cofins (3.65%); excludes the PVA (Present Value Adjustment) method introduced by Law nº 11,638

The amounts include projects still under suspension clause.

 

 

 

 

39


 
 

 

Balance Sheet and Consolidated Financial Results

 

Cash and Cash Equivalents

On March 31, 2014, cash and cash equivalents, and securities, totaled R$1.6 billion.

 

Accounts Receivable

At the end of the 1Q14, total consolidated accounts receivable decreased 23.7% y-o-y to R$3.8 billion, and was 8.1% below the R$4.1 billion recorded in the 4Q13.

Currently, the Gafisa and Tenda segments have approximately R$620.1 million in accounts receivable from finished units.

 

Table 30. Total receivables (R$000)

 

 

1Q14

4Q13

Q/Q(%)

1Q13

Y/Y(%)

Receivables from developments (off balance sheet)

1,703,437

1,863.422

-8.6%

2,400,969

-29.1%

Receivables from PoC – ST (on balance sheet)

1,721,676

1,909.877

-9.9%

2,174,750

-20.8%

Receivables from PoC – LT (on balance sheet)

332,120

313,791

5.8%

345,566

-3.9%

Total

3,757,233

4,087,090

-8.1%

4.921.285

-23.7%

Notes: ST – Short term | LT- Long term | PoC – Percentage of Completion Method

Receivables from developments: accounts receivable not yet recognized according to PoC and BRGAAP

Receivables from PoC: accounts receivable already recognized according to PoC and BRGAAP

 

Cash Generation

Operational cash generation performed well in the first quarter. The Company ended 1Q14 with operating cash flow of R$107.3 million, reflecting: (i) the transfer/receiving process for units sold with financing agents (R$418.6 million was transferred during the period), and; (ii) greater control over the Company’s business cycle. Gafisa had operational cash generation of R$99,1 million, while Tenda reached R$8.2 million.

 

Free cash generation for the period was positive, ending the 1Q14 with R$20.5 million, excluding the following effects: (i) R$55.2 million disbursed in the share buyback program for the period; (ii) R$63.6 million for tax payment from AUSA sale operation, considering any tax credits and; (iii) payment of interest on own capital in the amount of R$130.2 million.

 

Table 32. Cash Generation

 

1Q13

2Q13

3Q13

4Q13

1Q14

Availabilities

1,146,176

1,101,160

781,606

2,024,163

1,563,226

Change in Availabilities(1)

(102,055)

(45,016)

(319,555)

1,242,557

(460,940)

Total Debt + Investor Obligations

3,602,105

3,620,378

3,639,707

3,183,208

2,967,050

Change in Total Debt + Investor Obligations(2)

(16,740)

18,273

19,329

(456,499)

(216,158)

Other changes (share buyback + AUSA transaction + IOC)(3)

-

35,634

370,998

(1,520,913)

265,284

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

(85,315)

(27,655)

32,114

178,143

20,502

Cash Generation Final

(85,315)

(112,970)

(80,856)

97,289

20,502

 

Liquidity

At the end of March, 2014, the Company’s Net Debt/Equity ratio reached 44.9%, compared to leverage of 36.1% in the previous quarter and 94.0% in the 1Q13.

 

Excluding project finance, the Net Debt/Equity ratio showed a negative ratio of 18.9%.

 

The Company's consolidated gross debt reached R$2.9 billion at the end of 1Q14, compared to R$3.2 billion at the end of 2013. As previously announced, the Company intends to use part the proceeds of the Alphaville transaction to reduce its gross debt. In the 1Q14, the Company amortized R$435.5 million in debt, of which R$217.4 million in project debt and the remaining R$218.2 million in corporate debt, which equates to around 29% of total maturities by the end of 2014.

 

 

40


 
 

 

Table 33. Debt and Investor Obligations

Type of obligation (R$000)

1Q14

4Q13

Q/Q(%)

1Q13

Y/Y(%)

Debentures - FGTS (A)

985,084

961,416

2.5%

1,189,918

-17.2%

Debentures - Working Capital (B)

473,333

459,802

2.9%

584,890

-19.1%

Project Financing SFH – (C)

1,011,377

1,088,258

-7.1%

790,881

27.9%

Working Capital (D)

474,041

550,052

-13.8%

1,146,952

-58.7%

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

2,943,835

3,059,528

-3.8%

3,712,641

-20.7%

Investor Obligations (F)

23,215

123,860

-81.2%

216,375

-89.3%

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

2,967,050

3,183,207

-6.8%

3,929,016

-24.5%

Cash and availabilities (H)

1,563,226

2,024,163

-22.8%

1,443,644

8.3%

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

1,403,824

1,159,044

21.1%

2,485,372

-43.5%

Equity + Minority Shareholders (J)

3,129,509

3,214,483

-2.6%

2,644,543

18.3%

ND/Equity (I)/(J) = (K)

44.9%

36.1%

880bps

94.0%

-4910bps

ND Exc. Proj Fin / Equity (I)-((A)+(C)/(J) = (L)

-18.9%

-28%

910bps

19%

-3790bps

 

The Company ended the first quarter of 2014 with R$1.2 billion of total debt due in the short term. It should be noted, however, that 56% of this volume relates to debt linked to the Company's projects.

 

Table 34 - Debt Maturity

 

(R$ mil)

Custo medio (a.a.)

Total

Until Mar/15

Until Mar/16

Until Mar/17

Until Mar/18

After Mar/18

Debentures - FGTS (A)

TR + (9,54% - 10,09%)

985,084

286,306

348,778

150,000

200,000

-

Debentures - Working Capital (B)

CDI + (1,50% - 1,95%)

473,333

315,129

149,615

8,589

-

-

Project Financing SFH – (C)

TR + (8,30% - 11,50%)

1,011,377

367,436

412,023

178,092

53,826

-

Working Capital (D)

CDI + (1,30% - 3,04%)

474,041

193,022

163,955

98,277

18,787

-

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

 

2,943,835

1,161,893

1,074,371

434,958

272,613

-

Investor Obligations (F)

CDI + (0,235% - 0,82%) / IGPM+7,25%

23,215

12,421

6,081

3,573

1,140

-

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

 

2,967,050

1,174,314

1,080,452

438,531

273,753

-

% Total maturity per period

 

 

40%

36%

15%

9%

-

Volume of maturity of Project finance as % of total debt ((A)+(C))/(G)

 

55.7%

70.4%

74.8%

92.7%

-

Volume of maturity of Corporate debt as % of total debt ((B)+(D)+(F))/(G)

 

44.3%

29.6%

25.2%

7.3%

-

Ratio Corporate Debt / Mortgages

66%/34%

 

 

 

 

 

 

Additional information on the Company’s consolidated indebtedness can be found in the appendix to this earnings release.

 

Financial Results

 

Revenue

On a consolidated basis, net revenue in the 1Q14 totaled R$432.7 million, down 15% over the previous year.

 

In the 1Q14, the Gafisa segment represented 69.5% of revenues and Tenda accounted for the remaining 30.5%.

 

 

Gross Profit & Margin

Gross profit in 1Q14 was R$97.3 million, an increase of 25% compared to the R$78.1 million reported in 1Q13. Gross margin for the quarter was 27.2%, up 3.3 percentage points over the previous year. The gross margin is improving as Gafisa and Tenda segment legacy projects are replaced by projects launched in core markets and under the new Tenda business model, which contain higher margins. The increased contribution of more profitable projects to consolidated results can be observed throughout 2013 and the first quarter of 2014.

 

41


 
 

 

Table 35. Gafisa Group – Gross Margin (R$000)

 

1Q14

4Q13

Q/Q (%)

1Q13

Y/Y (%)

Net Revenue

432,701

704,750

38.6%

507,550

-14.7%

Gross Profit

97,348

221,999

-56.1%

78,145

24.6%

Gross Margin

22.5%

31.5%

-28.6%

15.4%

46.1%

( - ) Financial costs

(34,745)

(44,875)

-22.7%

(33,594)

3.3%

Adjusted Gross Profit

132,093

266,874

-50.5%

111,739

18.2%

Ajusted Gross Margin

30.5%

37.9%

-740bps

22.0%

850bps

 

 

Selling, General, And Administrative Expenses (SG&A)

SG&A expenses totaled R$82.2 million in the 1Q14, a 24% decrease when compared with the R$108.2 million reported in 1Q13. This decrease primarily reflects a decline in selling expenses in Gafisa and Tenda segments, which reached R$30.8 million in 1Q14, a decrease of 44% compared to 1Q13.

 

 

Table 36. Gafisa Group – SG&A Expenses  (R$000)

 

1Q14

4Q13

Q/Q (%)

1Q13

Y/Y (%)

Selling Expenses

30,782

53,857

-42.8%

55,220

-44.3%

General & Administ. Expenses

51,419

76,264

-32.6%

53,005

-3.0%

Total SG&A Expenses

82,201

130,121

-36.8%

108,225

-24.0%

Launches

535,379

767,534

-30.2%

196,725

172.1%

Net Pre-Sales

239,323

618,083

-61.3%

107,901

121.8%

Net Revenue

432,701

704,750

-38.6%

507,550

-14.7%

 

 

With the turnaround process virtually complete, the Company is seeking greater stabilization in its cost and expense structure and SG&A. In 2014, the Company is looking to improve productivity and increase the efficiency of its operations.

 

 

Adjusted EBITDA

Adjusted EBITDA totaled R$26.5 million in the 1Q14, considering the Alphaville equity impact. The adjusted EBITDA margin, using the same criteria, was 6.1%, compared with an 11.4% margin reported in the previous year.

 

Table 37. Gafisa Group - Consolidated Adjusted EBITDA (R$000)

 

1Q14

4Q13*

Q/Q (%)

1Q13

Y/Y (%)

Net (Loss) Profit

(39,791)

921,284

-104.3%

(55,473)

-28.3%

(+) Financial results

7,914

31,190

-74.6%

49,165

-83.9%

(+) Income taxes

6,597

(17,636)

-137.4%

6,437

2.5%

(+) Depreciation & Amortization

14,022

24,441

-42.6%

9,409

49.0%

(+) Capitalized interests

34,745

44,875

-22.6%

33,594

3.4%

(+) Expenses w/ stock options

3,589

3,704

-3.1%

4,661

-23.0%

(+) Minority shareholders

(606)

(28,909)

-97.9%

19,396

-103.1%

(-) AUSA Sale Result

-

(840,010)

-

-

-

Adjusted EBITDA1

26,470

138,939

-80.9%

57,769

-54.2%

Net Revenues

432,701

704,750

-38.6%

507,550

-14.7%

Margem EBITDA Ajustada

6.1%

19.7%

-1360bps

11.4%

-530bps


EBITDA adjusted by expenses associated with stock option plans, as this is an entry, non-cash expense.

*In 4Q13, besides the effect of the AUSA equity, the operation result was discounted, EBITDA reflects equity interests in each period: 30% in 1Q14; 100% in 4Q13 and 80% in the 1Q13.

 

42


 
 

 

Depreciation and Amortization

Depreciation and amortization in the 1Q14 reached R$14.0 million, an increase over the R$9.4 million recorded in the 1Q13, due to higher amortization related to the Company's sales booths.

 

 

Financial Results

The net financial result was negative R$7.9 million in the 1Q14, an improvement compared to the net financial result of negative R$49.2 million in 1Q13. Financial revenues totaled R$44.2 million, a 133% y-o-y increase due to higher cash balances and higher interest rates in the period. Financial expenses reached R$52.1 million, compared to R$68.1 million in 1Q13, impacted by lower debt volume and also by higher interest rates in the period.

 

Taxes

Income taxes, social contribution and deferred taxes for 1Q14 amounted to R$6.5 million.

 

Net Income

Gafisa Group ended the 1Q14 with a net loss of R$39.8 million. Excluding the equity of Alphaville, the Company’s net loss was R$36.4 million in the quarter, compared to a net loss of R$93.8 million recorded in 1Q13.

 

Consolidated Results

 

1Q14

 

1Q13

Gross Profit

 

97.3

 

78.1

Gross Margin

 

22.5%

 

15.4%

Adjusted Gross Profit

 

132.1

 

111.7

Adjusted Gross Margin

 

30.5%

 

22.0%

Adjusted EBITDA

 

26.5

 

57.8

Net Profit

 

(39.8)

 

(55.5)

( - ) AUSA Equity

 

(3.4)

 

38.3

Net Profit Ex-AUSA

 

(36.4)

 

(93.8)

 

Backlog of Revenues and Results

The backlog of results to be recognized under the PoC method reached R$593.7 million in the 1Q14. The consolidated margin for the quarter was 36.2%, an increase of 197 bps compared to the result posted in 4Q13. The table below shows the backlog margin by segment:

 

Table 38. Gafisa Group - Results to be recognized (REF)  (R$000)

 

1Q14

4Q13

Q/Q (%)

1Q13

Y/Y (%)

Revenues to be recognized

1,641,262

1,795,408

-8.6%

2,313,333

-29.1%

Costs to be recognized (units sold)

-1,047,507

-1,181,273

-11.3%

-1,549,639

-32.4%

Results to be Recognized

593,755

614,135

-3.3%

763,694

-22.3%

Backlog Margin

36,2%

34.2%

200bps

33.0%

320bps

 

 

 

 

43


 
 
ALPHAVILLE

 

 

 

A Alphaville sells R$ 120 million in the 1st Quarter 2014

São Paulo, May 9th, 2014 – Alphaville Urbanismo SA releases its results for the 1st quarter 2014 (1Q14), which are subjected to review by auditors.

 

 

Launches

The company ended the 1st quarter 2014 with R$ 103 million of launches, 10% below the volume of launches of the same period of last year.

Sales

In this quarter, the sales volume was R$ 120 million, 9% above the sales volume of the same period of 1Q13.

Financial Results

During this quarter, net revenues came at R$ 151 million, 7,2% below the net revenues of 1Q13. The main reason was the non-cash impact of the SELIC change on the NPV of receivables.

Lower revenues and the non-recurring expenses associated to the spin off the back office from Gafisa result in a lower net profit.

 

 

 

For further information, please contact our Investor Relations team at ri@alphaville.com.br or +55 11 3030-6314.

 

 

44


 
 
 

OUTLOOK

 

First quarter launches totaled R$535.4 million, a 172% increase compared to 1Q13. The result represented 23% of the mid-point of the 2014 guidance range. Gafisa segment accounted for 66% of launches and Tenda represented the remaining 34%.

 

 

Table 39. Guidance - Launches (2014E)

 

Guidance

(2014E)

Actual Figures

1Q14A

1Q14A / Mid-point of Guidance

Consolidated Launches

R$2.1 – R$2.5 bi

535.4 million

23%

Breakdown by Brand

 

 

 

Gafisa Launches

R$1.5 – R$1.7 bi

353.9 million

22%

Tenda Launches

R$600 – R$800 mn

181.4 million

26%

 

With the completion of the sale of the Alphaville stake in 2013, the Company entered 2014 with a solid liquidity position. As reported in this release, the Company`s Net Debt/Equity ratio reached 44.9% at the end of 1Q14. Given this result, and considering the Company's business plan for 2014, the Company expects leverage to remain between 55% - 65%, as measured by the Net Debt/Equity ratio.

 

Table 40. Guidance - Leverage (2014E)

 

Guidance

(2014E)

Actual Figures

1Q14

1Q14 / Mid-point of Guidance

Consolidated Data

55% - 65% Net Debt / Equity

44.9%

-

 

The Company is also providing guidance on its administrative structure. Administrative expenses as a percentage of launch volumes for the Gafisa segment is expected to reach 7.5% in 2014. Tenda has no guidance for this indicator for 2014, although for 2015 the Company expects the ratio to reach 7.0%.

 

Table 41. Guidance - Administrative Expenses / Launches Volume (2014E)

 

Guidance

(2014E)

Actual Figures

1Q14

1Q14 / Mid-point of Guidance

Gafisa

7.5%

9.2%

 

Tenda

Not Applicable

-

 

 

 

Table 42. Guidance Administrative Expenses / Launches Volume (2015E)

 

Guidance

(2015E)

Gafisa

7.5%

Tenda

7.0%

 

 

 

Finally, the Company defined as a benchmark for profitability the Return on Capital Employed (ROCE), and we expect that in the next three year period, this ratio shall be between 14% - 16% for both the Tenda and Gafisa segments.

 

 

Table 43. Guidance – Return on Capital Employed (3 years)

 

Guidance

(3 years)

Gafisa

14% - 16%

Tenda

14% - 16%

 

 

45


 
 

 s Release | 1Q14

FINANCIAL STATEMENTS GAFISA SEGMENT

 

 

1Q14

4Q13

Q/Q(%)

1Q13

Y/Y(%)

Net Operating Revenue

326,750

489,853

-33.3%

367,285

-11.0%

Operating Costs

(237,860)

(315,424)

-24.6%

(279,517)

-14.9%

Gross profit

88,890

174,429

-49.0%

87,768

1.3%

Operating Expenses

 

 

 

 

 

Selling Expenses

(18,995)

(36,927)

-48.6%

(34,441)

-44.8%

General and Administrative Expenses

(32,449)

(46,134)

-29.7%

(30,373)

6.8%

Other Operating Revenues / Expenses

(15,991)

(33,065)

-51.6%

(3,697)

332.5%

Depreciation and Amortization

(11,206)

(21,160)

-47.0%

(6,486)

72.8%

Equity pickup

(1,282)

(7,216)

-82.2%

(990)

29.5%

Result of investment revaluated by fair value

-

375,853

-100.0%

-

-

Operational Result

8,967

405,780

-97.8%

11,781

-23.9%

 

 

 

 

 

 

Financial Income

31,160

16,488

89.0%

8,229

278.7%

Financial Expenses

(38,984)

(45,404)

-14.1%

(60,325)

-35.4%

 

 

 

 

 

 

Net Income Before Taxes on Income

1,143

376,864

-99.7%

(40,315)

-102.8%

 

 

 

 

 

 

Deferred Taxes

(292)

22,331

-101.3%

(15)

1846.7%

Income Tax and Social Contribution

(3,730)

(7,719)

-51.7%

(2,901)

28.6%

 

 

 

 

 

 

Net Income After Taxes on Income

(2,879)

391,476

-100.7%

(43,231)

-93.3%

 

 

 

 

 

 

Profit from Operations Available for Sale

-

488,251

-100.0%

38,292

-100.0%

 

 

 

 

 

 

Minority Shareholders

(548)

(29,100)

-98.1%

6,682

-108.2%

(+) Interest on own capital

 

-

 

 

 

Net Result

(2,331)

908,827

-100.3%

(11,621)

-79.9%

 

46


 
 

 s Release | 1Q14

FINANCIAL STATEMENTS TENDA SEGMENT

 

 

1Q14

4Q13

Q/Q(%)

1Q13

Y/Y(%)

Net Operating Revenue

105,951

214,897

-50.7%

140,265

-24.5%

Operating Costs

(97,493)

(167,327)

-41.7%

(149,888)

-35.0%

Gross profit

8,458

47,570

-82.2%

(9,623)

-187.9%

Operating Expenses

 

 

 

 

 

Selling Expenses

(11,787)

(16,930)

-30.4%

(20,779)

-43.3%

General and Administrative Expenses

(18,970)

(30,130)

-37.0%

(22,632)

-16.2%

Other Operating Revenues / Expenses

(10,003)

(9,197)

8.8%

(3,121)

220.6%

Depreciation and Amortization

(2,816)

(3,281)

-14.2%

(2,923)

-3.7%

Equity pickup

265

8,752

-97.0%

19,109

-98.6%

Operational Result

(34,853)

(3,216)

983.7%

(39,969)

-12.8%

 

 

 

 

 

 

Financial Income

13,036

11,909

9.5%

10,702

21.8%

Financial Expenses

(13,126)

(14,183)

-7.5%

(7,771)

68.9%

 

 

 

 

 

 

Net Income Before Taxes on Income

(34,943) (34.943)

(5,490)

536.5%

(37,038)

-5.7%

 

 

 

 

 

 

Deferred Taxes

759

5,338

-85.8%

(2,459)

-130.9%

Income Tax and Social Contribution

(3.334)

(2,314)

44.1%

(1,062)

213.9%

 

 

 

 

 

 

Net Income After Taxes on Income

(37,518)

(2,466)

1421.4%

(40,559)

-7.5%

 

 

 

 

 

 

Profit from Operations Available for Sale

-

15,113

-100.0%

-

-

 

 

 

 

 

 

Minority Shareholders

(58)

190

-130.5%

3,293

-101.8%

 

 

 

 

 

 

Net Result

(37,460)

12,457

-400.7%

(43,852)

-14.6%

 

 

 

47


 
 

 s Release | 1Q14

CONSOLIDATED FINANCIAL STATEMENTS

 

 

1Q14

4Q13

Q/Q(%)

1Q13

Y/Y(%)

Net Operating Revenue

432,701

704,750

-38.6%

507,550

-14.7%

Operating Costs

-335,353

-482,751

-30.5%

-429,405

-21.9%

Gross profit

97,348

221,999

-56.1%

78,145

24.6%

Operating Expenses

 

 

 

 

 

Selling Expenses

(30,782)

(53,857)

-42.8%

-55,220

-44.3%

General and Administrative Expenses

(51,419)

(76,264)

-32.6%

-53,005

-3.0%

Other Operating Revenues / Expenses

(25,994)

(42,262)

-38.5%

-6,817

281.3%

Depreciation and Amortization

(14,022)

(24,441)

-42.6%

-9,409

49.0%

Equity pickup

(1,017)

1,536

-166.2%

18,119

-105.6%

Result of investment revaluated by fair value

-

375,853

-100.0%

-

-

Operational Result

(25,886)

402,564

-106.4%

(28,187)

-8.2%

 

 

 

 

 

 

Financial Income

44,196

28,397

55.6%

18,931

133.5%

Financial Expenses

(52,110)

(59,587)

-12.5%

-68,096

-23.5%

 

 

 

 

 

 

Net Income Before Taxes on Income

(33,800)

371,374

-109.1%

(77,352)

-56.3%

 

 

 

 

 

 

Deferred Taxes

467

27,669

-98.3%

-2,474

-118.9%

Income Tax and Social Contribution

(7,064)

(10,033)

-29.6%

-3,963

78.2%

 

 

 

 

 

 

Net Income After Taxes on Income

(40,397)

389,010

-110.4%

(83,789)

-51.8%

 

 

 

 

 

 

Profit from Operations Available for Sale

-

503,364

-100.0%

38,292

-100.0%

 

 

 

 

 

 

Minority Shareholders

(606)

(28,910)

-97.9%

9,976

-106.1%

(+) Interest on own capital

 

 

 

 

Net Result

(39,791)

921,284

-104.3%

(55,473)

-28.3%

 

 

48


 
 

 s Release | 1Q14

BALANCE SHEET GAFISA SEGMENT

 

 

1Q14

4Q13

Q/Q(%)

1Q13

Y/Y(%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

968,514

1,381,509

-29.9%

375,900

157.7%

Receivables from clients

1,259,692

1,375,087

-8.4%

1,334,583

-5.6%

Properties for sale

972,509

959,199

1.4%

852,829

14.0%

Other accounts receivable

215,806

207,423

-76.1%

207,058

-76.0%

Deferred selling expenses

-

-

0.0%

-

0.0%

Prepaid expenses

23,206

27,123

-14.4%

44,623

-48.0%

Properties for sale

7,342

7,065

3.9%

15,900

-53.8%

Financial Instruments

-

1,106

-100.0%

4,747

-100.0%

 

 

 

 

 

 

Long-term Assets

 

 

 

 

 

Receivables from clients

309,318

287,484

7.6%

318,170

-2.8%

Properties for sale

515,780

461,160

11.8%

278,756

85.0%

Other

220,577

209,325

-1.8%

210,368

-2.3%

 

1,045,675

957,969

7.6%

807,294

27.7%

Intangible and Property and Equipment

61,332

61,966

68.5%

64,877

60.9%

Investments

2,061,910

2,121,564

-57.8%

2,860,106

-68.7%

 

 

 

 

 

 

Total Assets

6,615,987

7,100,011

-25.2%

6,567,917

-19.1%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

479,409

470,453

1.9%

386,506

24.0%

Debentures

382,234

354,271

7.9%

208,164

83.6%

Obligations for purchase of land and clients

315,003

338,044

-6.8%

293,004

7.5%

Materials and service suppliers

80,811

62,972

28.3%

75,507

7.0%

Taxes and contributions

52,841

146,962

-64.0%

68,071

-22.4%

Obligation for investors

12,421

112,886

-89.0%

114,814

-89.2%

Other

222,378

520,209

-57.3%

628,990

-64.6%

 

1,545,097

2,005,797

-23.0%

1,775,056

-13.0%

Long-term Liabilities

 

 

 

 

 

Loans and financings

838,017

938,697

-10.7%

956,957

-12.4%

Debentures

656,982

657,386

-0.1%

992,262

-33.8%

Obligations for purchase of land

69,222

71,584

-3.3%

64,058

8.1%

Deferred taxes

45,132

47,022

-4.0%

63,954

-29.4%

Provision for contingencies

67,367

67,480

-0.2%

68,675

-1.9%

Obligation for investors

10,794

10,793

0.0%

19,535

-44.7%

Other

388, 434

87,658

-53.5%

102,835

-60.3%

 

1,776,261

1,880,620

-8.1%

2,268,276

-23.8%

Shareholders' Equity

 

 

 

 

 

Shareholders' Equity

3,106,356

3,190,723

-36.1%

2,489,356

-18.1%

Non controlling interests

 

22,216 1,401

22,871

-106.1%

35,229

-104.0%

 

3,128,572

3,213,594

-36.6%

2,524,585

-19.3%

Liabilities and Shareholders' Equity

6,615,987

7,100,011

-25.2%

6,567,917

-19.1%

           

 

 

49


 
 

 s Release | 1Q14

BALANCE SHEET TENDA SEGMENT

 

1Q14

4Q13

Q/Q(%)

1Q13

Y/Y(%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

594,712

642,654

-7.5%

770,129

-22.8%

Receivables from clients

461,984

534,789

-13.6%

840,168

-45.0%

Properties for sale

526,490

482,820

9.0%

723,533

-27.2%

Other accounts receivable

126,842

105,053

20.7%

307,613

-58.8%

Prepaid expenses

7,125

8,064

-11.6%

10,785

-33.9%

Properties for sale

103,675

107,782

-3.8%

125,743

-17.6%

 

1,820,828

1,881,163

-3.2%

2,777,971

-34.5%

Long-term Assets

 

 

 

 

 

Receivables from clients

22,802

26,307

-13.3%

27,396

-16.8%

Properties for sale

137,394

191,235

-28.2%

116,613

17.8%

Other

83,012

79,751

4.1%

77,417

7.2%

 

243,208

297,293

-18.2%

221,426

9.8%

Intangible and Property and Equipment

35,314

37,679

-6.3%

31,865

10.8%

Investments

208,193

225,702

-7.8%

210,600

-1.1%

 

 

 

 

 

 

Total Assets

2,307,543

2,441,836

-5.5%

3,241,862

-28.8%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

81,049

119,934

-32.4%

133,068

-39.1%

Debentures

219,201

209,561

4.6%

174,459

25.6%

Obligations for purchase of land and clients

45,197

70,330

-35.7%

108,675

-58.4%

Materials and service suppliers

35,591

16,370

57.0%

30,849

-16.7%

Taxes and contributions

59,894

69,662

-14.0%

82,916

-27.8%

Other

340,851

351,135

-0.2%

136,528

156.8%

 

781,583

836,992

-6.6%

666,495

17.3%

Long-term Liabilities

 

 

 

 

 

Loans and financings

86,943

109,227

-20.4%

216,418

-59.8%

Debentures

200,000

200,000

0.0%

399,923

-50.0%

Obligations for purchase of land

13,593

8,391

62.0%

3,386

301.4%

Deferred taxes

8,872

9,631

-7.9%

10,956

-19.0%

Provision for contingencies

57,630

58,328

-1.2%

63,951

-9.9%

Other

66,587

66,686

-0.2%

45,009

47.9%

 

433,625

452,263

-4.1%

739,643

-41.4%

Shareholders' Equity

 

 

 

 

 

Shareholders' Equity

1,067,782

1,127,970

-5.3%

1,797,550

-40.6%

Non controlling interests

 

24,553

24,611

-0.2%

38,174

-35.7%

 

1,092,330

1,152,581

-5.5%

3,241,862

-28.8%

Liabilities and Shareholders' Equity

2,307,543

2,441,836

-5.3%

1,797,550

-40.6%

 

 

50


 
 

 s Release | 1Q14

 

 

 

CONSOLIDATED BALANCE SHEETS

 

1Q14

4Q13

Q/Q(%)

1Q13

Y/Y(%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

1,563,226

2,024,163

-22.8%

1,443,644

8.3%

Receivables from clients

1,721,676

1,909,877

-9.9%

2,492,119

-30.9%

Properties for sale

1,498,999

1,442,019

4.0%

1,824,553

-17.8%

Other accounts receivable

176,544

153,630

14.9%

205,450

-14.1%

Prepaid expenses

30,331

35,188

-13.8%

55,571

-45.4%

Properties for sale

111,017

114,847

-3.3%

141,644

-21.6%

Financial Instruments

-

183

-100.0%

7,800

-100.0%

 

5,101,743

5,679,907

-10.2%

6,170,781

-17.3%

Long-term Assets

 

 

 

 

 

Receivables from clients

332,120

313,791

5.8%

740,058

-55.1%

Properties for sale

653,174

652,395

0.1%

435,086

50.1%

Other

288,631

274,136

5.3%

294,610

-2.0%

 

1,273,925

1,240,322

2.7%

1,469,754

-13.3%

Intangible and Property and Equipment

139,726

142,725

-2.1%

279,078

-49.9%

Investments

1,102,719

1,120,076

-1.5%

610,761

80.5%

 

 

 

 

 

 

Total Assets

7,618,063

8,183,030

-6.9%

8,530,374

-10.7%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

560,458

590,386

-5.1%

611,333

-8.3%

Debentures

601,435

563,832

6.7%

382,623

57.2%

Obligations for purchase of land and clients

360,200

408,374

-11.8%

501,918

-28.2%

Materials and service suppliers

138,536

79,342

34.2%

153,896

-30.8%

Taxes and contributions

112,735

216,625

-48.0%

197,124

-42.8%

Obligation for investors

12,421

112,886

-89.0%

184,819

-93.3%

Other

540,850

711,578

-19.5%

567,116

1.0%

 

2,326,635

2,683,023

-13.3%

2,598,829

-10.5%

Long-term Liabilities

 

 

 

 

 

Loans and financings

924,960

1,047,924

-11.7%

1,326,500

-30.3%

Debentures

856,982

857,386

0.0%

1,392,185

-38.4%

Obligations for purchase of land

82,815

79,975

3.6%

67,444

22.8%

Deferred taxes

54,004

56,652

-4.7%

79,405

-32.0%

Provision for contingencies

124,997

125,809

-0.6%

148,371

-15.8%

Obligation for investors

10,794

10,794

0.0%

31,556

-65.8%

Other

107,367

106,984

0.4%

241,541

-55.5%

 

2,161,919

2,285,524

-5.4%

3,287,002

-34.2%

Shareholders' Equity

 

 

 

 

 

Shareholders' Equity

3,106,356

3,190,724

-2.6%

2,489,357

24.8%

Non controlling interests

 

23,153

23,759

-2.6%

155,186

-85.1%

 

3,129,509

3,214,483

-2.6%

2,644,543

18.3%

Liabilities and Shareholders' Equity

7,618,063

8,183,030

-6.9%

8,530,374

-10.7%

 

 

 

 

51


 
 

 s Release | 1Q14

 

CASH FLOW

 

1Q14

1Q13

Income Before Taxes on Income

(33,798)

(37,856)

Expenses (income) not affecting working capital

64,453

39,627

Depreciation and amortization

14,022

10,297

Impairment allowance

(2,294)

435

Write-off goodwill Cipesa

-

490

Expense on stock option plan

3,589

4,914

Penalty fee over delayed projects

(612)

(1,363)

Unrealized interest and charges, net

23,956

32,684

Equity pickup

1,017

(21,813)

 

Disposal of fixed asset

1,715

1,570

Warranty provision

(3,478)

2,870

Provision for contingencies

26,149

6,962

Profit sharing provision

4,789

12,547

Allowance (reversal) for doubtful debts

(4,586)

(9,966)

Profit / Loss from financial instruments

186

5,959

Clients

178,657

91,732

Properties for sale

(77,087)

(109,298)

Other receivables

8,236

(8,743)

Deferred selling expenses

4,857

6,114

Obligations on land purchases

(45,335)

(4,721)

Taxes and contributions

(26,272)

(24,246)

Accounts payable

59,194

(41,118)

Salaries, payroll charges and bonus provision

(864)

2,463

Other accounts payable

(43,457)

69,769

Current account operations

(58,011)

(11,872)

Paid taxes

(84,682)

(4,192)

Cash used in operating activities

(54,109)

(26,382)

Purchase of property and equipment

(12,738)

(15,353)

Redemption of securities, restricted securities and loans

1,115,783

606,645

Investments in marketable securities, restricted securities

(680,534)

(394,332)

Investments increase

(5,514)

(7,378)

Dividends receivables

2,625

2,000

Cash used in investing activities

419,622

191,582

 

Contributions from venture partners

(100,464)

(112,681)

Increase in loans and financing

175,391

91

304,899

Repayment of loans and financing

(315,039)

(260,029)

Purchase of treasury shares

(22,728)

(4,336)

Interest on equity paid

(117,125)

-

Proceeds from subscription of redeemable equity interest

-

1,482

Operations of mutual

(11,240)

(6,333)

Net cash provided by financing activities

(391,205)

(76,998)

Net increase (decrease) in cash and cash equivalents

(25,692)

88,202

Cash and cash equivalents

-

-

At the beggining of the period

215,194

587,956

At the end of the period

189,502

676,158

Net increase (decrease) in cash and cash equivalents

(25,692)

88,202

     

 

 

52


 
 
 

 s Release | 1Q14

GLOSSARY

 

Affordable Entry Level

Residential units targeted to the mid-low and low income segments with prices below R$200 thousand per unit.

 

Backlog of Revenues

 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 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 represents revenues that will be incurred in future periods from past sales.

 

Backlog Margin

Equals to “Backlog of Results” divided “Backlog of Revenues” to be recognized in future periods.

 

LandBank

Land that Gafisa holds for future development paid either in cash or through swap agreements. Each decision to acquire land is analyzed by our investment committee and approved by our Board of Directors.

 

LOT (Urbanized Lots)

Land subdivisions, or lots, with prices ranging from R$150 to R$600 per square meter.

 

PoC Method

Under Brazilian GAAP, real estate development revenues, costs and related expenses are recognized using the percentage-of-completion (“PoC”) method of accounting by measuring progress towards completion in terms of actual costs incurred versus total budgeted expenditures for each stage of a development.

 

Pre-Sales

Contracted pre-sales are the aggregate amount of sales resulting from all agreements for the sale of units entered into during a certain period, including new units and units in inventory.  Contracted pre-sales will be recorded as revenue as construction progresses (PoC method). There is no definition of "contracted pre-sales'' under Brazilian GAAP.

 

PSV

Potential Sales Value.

 

SFH Funds

Funds from SFH are originated from the Governance Severance Indemnity Fund for Employees (FGTS) and from savings accounts deposits.  Banks are required to invest 65% of the total savings accounts balance in the housing sector, either to final customers or developers, at lower interest rates than the private market.

 

Swap Agreements

A system in which we grant the land-owner a certain number of units to be built on the land or a percentage of the proceeds from the sale of units in such development in exchange for the land. By acquiring land through this system, we intend to reduce our cash requirements and increase our returns.

 

Operating Cash Flow

Operating cash flow (non-accounting)

 

 

 

 

53


 
 

 s Release | 1Q14

 

 

ABOUT GAFISA

 

Gafisa is a leading diversified national homebuilder serving all demographic segments of the Brazilian market. Established almost 60 years ago, we have completed and sold more than 1,100 developments and built more than 12 million square meters of housing under the Gafisa brand - more than any other residential development company in Brazil. Recognized as one of the foremost professionally managed homebuilders, Gafisa is also one of the most respected and best-known brands in the real estate market, recognized for its quality and consistency among potential homebuyers, brokers, lenders, landowners, competitors and investors. Our pre-eminent brands include Tenda, serving the affordable/entry-level housing segment, and we hold a 30% stake in Alphaville, one of the most important companies in the residential lots segment in Brazil. Gafisa S.A. is traded on the Novo Mercado of the BM&FBOVESPA (BOVESPA:GFSA3) and on the New York Stock Exchange (NYSE:GFA).

 

 

 

 

 

 

 

 

 

 

 

54


 
 

(A free translation from the original in Portuguese into English)

 

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

March 31, 2014

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

 

1.   Operations

 

Gafisa S.A. ("Gafisa" or "Company") is a publicly traded company with headquarters at Avenida das Nações Unidas, 8.501, 19º andar, in the City of São Paulo, State of São Paulo, Brazil, and started its operations in 1997 with the objectives of: (i) promoting and managing all forms of real estate ventures on its own behalf or for third parties, taking into consideration that in the case of the latter, as construction company and proxy; (ii) selling and purchasing real estate properties in general; (iii) carrying out civil construction and civil engineering services; (iv) developing and implementing marketing strategies related to its own or third party real estate ventures; and (v) investing in other companies which have similar objectives as the Company’s.

 

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

 

On February 7, 2014, the Company disclosed a material fact informing to its shareholders and the market in general that its Board of Directors authorized the Company’s management to begin studies aimed at a potential separation of the Gafisa and Tenda business units into two publicly-held and independent companies in order to reinforce the creation of value to the Company and its shareholders. In case the plan is approved by the Board of Directors and shareholders, this transaction could be completed throughout 2015, with request to the Brazilian Securities Commission (CVM) for conversion of the registry of Tenda into A category, as publicly-held company authorized to trade its share in stock exchange, and its listing in the Novo Mercado of BM&FBOVESPA.

55

 


 
 

(A free translation from the original in Portuguese into English)

 

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

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

 

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

 

On May 9, 2014, the Company’s Board of Directors approved these individual and consolidated quarterly information of the Company and has authorized their disclosure.

 

The individual quarterly information (Company) and consolidated quarterly information were prepared and are being presented based on the technical pronouncement CPC 21(R1) – Interim Financial Reporting, using the same accounting practices, judgments, estimates and assumptions adopted in the presentation and preparation of the financial statements for the year ended December 31, 2013. Therefore, the corresponding quarterly information shall be read together with the financial statements as of December 31, 2013.

 

The individual quarterly information, identified as “Company”, were prepared according to the accounting practices adopted in Brazil issued by the Brazilian FASB (CPCs) and are disclosed together with the consolidated quarterly information.

 

The consolidated quarterly information are specifically in compliance with the International Financial Reporting Standards (IFRS) applicable to real estate development entities in Brazil, including the Guideline OCPC 04 - Application of the Technical Interpretation ICPC 02 to the Brazilian Real Estate Development Entities, in relation to the treatment of the recognition of revenue from this sector and involves certain matters related to the meaning and application of the continuous transfer of the risks, benefits and control over the real estate unit sales.

 

Certain matters related to the meaning and application of the concept of continuous transfer of the risks, benefits and control over the real estate unit sales have been analyzed by the International Financial Reporting Interpretation Committee (IFRIC), at the request of some countries, including Brazil. However, in view of the project for issuing a revised standard relating to revenue recognition, IFRIC has been discussing this topic in its agenda, understanding that the concept for recognizing revenue is included in the standard that is currently under discussion. Accordingly, this issue is expected to be resolved only after the revised standard relating to revenue recognition is issued.

 

 

56

 


 
 

(A free translation from the original in Portuguese into English)

 

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

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

 

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

 

The individual and consolidated quarterly information were prepared based on historical cost basis, except if otherwise stated in the summary of significant accounting practices. The historical cost is usually based on the considerations paid in exchange for assets.

The quarterly information has been prepared over the normal course of business. Management makes an assessment of the Company’s ability to continue as going concern when preparing the financial statements. The Company is in compliance with all its debt covenants at the date of issue of this quarterly information.

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

 

The non-accounting and/or non-financial information included in the accompanying quarterly information, such as sales volume, contractual data, revenue and costs not recognized in units sold, economic projections, insurance and environment, were not reviewed by the independent auditors.

 

Except for the profit (loss) for the period, the Company does not have other comprehensive income (loss).

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 2 to the individual and consolidated financial statements as of December 31, 2013.

 

 

2.1.1.   Quarterly consolidated information

 

The quarterly consolidated information as of March 31, 2014 and 2013, and the consolidated financial statements as of December 31, 2013 include the full consolidation of the following subsidiaries:

 

57

 


 
 

(A free translation from the original in Portuguese into English)

 

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

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

 

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

 

2.1.1.   Consolidated quarterly information--Continued

 

 

Interest %

03/31/2014

03/31/2013

   

Gafisa subsidiaries (*)

100

100

Construtora Tenda and subsidiaries (Tenda) (*)

100

100

 

 

 

(*)   It does not include jointly-controlled investees, which are accounted for under the equity method, according to the CPCs 18(R2) and 19(R2).

 

 

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

 

2.1.2.   Restatement of quarterly information

 

For purposes of comparability, the corresponding balances of the statement of profit or loss for the period ended March 31, 2013 were adjusted taking into account the sale of 70% interest in Alphaville Urbanismo S.A., as required by the CPC 31 – Non-current Asset Held for Sale and Discontinued Operations (Nota 8.2).

 

 

Consolidated

 

Balances originally reported as of 03/31/2013

Impact of the adoption of CPC 31

Balances, after the adoption of CPC 31

     

 

Net operating revenue

668,591

(161,041)

507,550

Operating costs

(510,315)

80,910

(429,405)

Operating (expenses) income

(161,643)

37,192

(124,451)

Equity pick-up

21,813

(3,694)

18,119

Financial income

(56,302)

7,137

(49,165)

Income and social contribution taxes

(7,641)

1,204

(6,437)

Non-controlling interests

(9,976)

-

(9,976)

Income from discontinued operations

-

38,292

38,292

Loss for the year

(55,473)

-

(55,473)

 

 

 

 

Cash flows

 

 

 

Operating activities

(26,382)

-

(26,382)

Investing activities

191,582

-

191,582

Financing activities

(76,998)

-

(76,998)

 

 

 

 

Statement of value added

 

 

 

Net value added produced by the entity

195,775

-

195,775

Value added received on transfer

45,344

-

45,344

Value added to be distributed

241,119

-

241,119

             

 

58

 


 
 

(A free translation from the original in Portuguese into English)

 

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

 

 

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

 

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

         

2.1.2.   Restatement of quarterly information --Continued

 

In the individual statements of profit or loss for the period ended March 31, 2013, the amount of R$18,210 was reclassified from the heading "Equity Pick-up" into "Net income from discontinued operations", as required by CPC 31 – Non-current Asset Held for Sale and Discontinued Operations, for comparability purposes.

 

There was no impact on the statements of comprehensive income, cash flows, changes in equity or added value for the period ended March 31, 2013 in the individual and consolidated quarterly information.

 

The notes related to the corresponding amounts that are being restated are identified as "restated".

 

3. Pronouncements (new or revised) and interpretation adopted from 2013 or applicable as of January 1, 2014 and 2015

 

There are no other standards and interpretations issued and not yet adopted that could, in the opinion of Management, produce significant impact on profit or loss for the period or equity reported by the Company.

 

The explanations regarding the pronouncement and interpretation revisions and issues did not have significant changes in relation to those reported in Note 3 to the financial statements as of December 31, 2013.

 

 

 

 

 

59

 


 
 

(A free translation from the original in Portuguese into English)

 

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

4.   Cash and cash equivalents e short-term investments

 

4.1.    Cash and cash equivalents

 

 

Company

Consolidated

 

3/31/2014

12/31/2013

3/31/2014

12/31/2013

 

 

 

 

 

Cash and banks

30,104

11,940

111,929

121,222

Securities purchased under agreement to resell

28,595

27,092

48,219

93,972

Funds held in trust by third parties (a)

-

-

29,354

-

Total cash and cash equivalents (Note 21.i.d e 21.ii.a)

58,699

39,032

189,502

215,194

 

(a)     Amount held in trust by Itaú Corretora de Valores S.A., for settlement, on April 1, 2014, of the tenth installment of interests and the fourth installment of amortization related to the first placement of debentures of the subsidiary Tenda (Note 33 (ii)).

 

The explanation related to this note was not subject to significant changes in relation to those reported in Note 4.1 to the financial statements as of December 31, 2013.

 

4.2.    Short-term investments

 

 

Company

Consolidated

 

3/31/2014

12/31/2013

3/31/2014

12/31/2013

 

 

 

 

 

Fixed-income Investment funds

259,971

587,878

427,373

706,481

Government bonds (LFT)

68,063

116,888

111,890

140,210

Securities purchased under agreement to resell

201,732

328,169

331,722

393,648

Bank deposit certificates

120,642

113,611

249,523

291,871

Restricted cash in guarantee to loans

140,451

74,305

156,160

105,380

Restricted credits

20,550

20,175

97,056

171,367

Other

-

-

-

12

Total short-term investments (Note 21.i.d and 21.ii.a)

811,409

1,241,026

1,373,724

1,808,969

         

 

          The explanation related to this note was not subject to significant changes in relation to those reported in Note 4.2 to the financial statements as of December 31, 2013.

 

60

 


 
 

(A free translation from the original in Portuguese into English)

 

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

5.       Trade accounts receivable of development and services

 

 

Company

Consolidated

 

3/31/2014

12/31/2013

3/31/2014

12/31/2013

 

 

 

 

 

Real estate development and sales

1,114,045

1,205,137

2,173,830

2,356,976

( - ) Allowance for doubtful accounts and cancelled contracts

(7,303)

(7,040)

(149,334)

(179,372)

( - ) Adjustments to present value

(8,905)

(10,188)

(13,357)

(14,484)

Services and construction and other receivables

21,076

28,993

42,657

60,548

 

1,118,913

1,216,902

2,053,796

2,223,668

 

 

 

 

Current

926,377

1,034,833

1,721,676

1,909,877

Non-current

192,536

182,069

332,120

313,791

 

The current and non-current portions fall due as follows:

 

 

Company

Consolidated

Maturity

3/31/2014

12/31/2013

3/31/2014

12/31/2013

 

 

 

 

 

2014

523,159

1,052,062

1,884,367

2,103,733

2015

314,059

95,610

174,834

183,140

2016

163,623

43,011

70,827

61,963

2017

37,121

12,011

39,872

31,677

2018 onwards

97,159

31,436

46,587

37,011

 

1,135,121

1,234,130

2,216,487

2,417,524

( - ) Adjustment to present value

(8,905)

(10,188)

(13,357)

(14,484)

( - ) Allowance for doubtful account and cancelled contracts

(7,303)

(7,040)

(149,334)

(179,372)

 

1,118,913

1,216,902

2,053,796

2,223,668

 

During the period ended March 31, 2014, the changes in the allowance for doubtful accounts and cancelled contracts are summarized as follows:

 

 

Company

3/31/2014

 

 

Balance at December 31, 2013

(7,040)

Additions (Note 23)

(263)

Balance at March 31, 2014

(7,303)

 

 

Consolidated

 

Receivables

Properties for

sale

(Note 6)

Net

 

 

 

Balance at December 31. 2013

(179,372)

107,172

(72,200)

Additions

(263)

-

(263)

Write-offs

30,301

(25,452)

4,849

Balance at March 31, 2014

(149,334)

81,720

(67,614)

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 5 to the financial statements as of December 31, 2013.

61

 


 
 

(A free translation from the original in Portuguese into English)

 

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

6.   Properties for sale

 

 

Company

Consolidated

 

3/31/2014

12/31/2013

3/31/2014

12/31/2013

 

 

 

 

 

Land

795,550

720,448

1,176,016

1,077,762

( - ) Adjustment to present value

(3,898)

(1,268)

(4,598)

(883)

Property under construction

341,507

327,343

598,588

630,407

Real estate cost in the recognition of the provision for cancelled contracts - Note 5

-

-

81,720

107,172

Completed units

80,205

74,907

311,724

291,232

( - ) Provision for realization of properties for sale

(3,298)

(3,298)

(11,276)

(11,276)

 

1,210,066

1,118,132

2,152,174

2,094,414

 

 

 

 

Current portion

842,380

780,867

1,498,999

1,442,019

Non-current portion

367,686

337,265

653,174

652,395

 

 

There was no change in the provision for realization of properties for sale in the period ended March 31, 2014.

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 6 to the financial statements as of December 31, 2013.

 

7.   Other accounts receivable

 

 

Company

Consolidated

 

3/31/2014

12/31/2013

3/31/2014

12/31/2013

 

 

 

 

 

Advances to suppliers

2,442

2,544

3,792

5,266

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

13,840

23,679

58,064

70,054

Judicial deposit (Note 17)

98,402

95,343

132,939

127,405

Other

75

78

5,905

5,986

 

 

 

 

 

114,759

121,644

200,700

208,711

 

 

 

 

Current portion

6,268

15,749

59,817

71,083

Non-current portion

108,491

105,895

140,883

137,628

 

 

62

 


 
 

(A free translation from the original in Portuguese into English)

 

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

8.   Non-current assets held for sale

 

8.1 Land available for sale

      

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

 

 

Consolidated

 

Cost

Provision for impairment

Net balance

 

 

 

 

Balance at December 31, 2013

172,110

(57,263)

114,847

Reversal/Write-offs

(6,126)

2,296

(3,830)

Balance at March 31, 2014

165,984

(54,967)

111,017

 

 

 

 

 

 

 

 

 

 

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 8.1 to the financial statements as of December 31, 2013.

 

8.2 Non-current assets held for sale and income from discontinued operations

 

In order to meet the provisions of 38 of CPC 31 – Non-current Asset Held for Sale and Discontinued Operations, the Company shows below the main lines of the statement of profit or loss and cash flows of AUSA:

 

Statement of profit or loss

 

3/31/2013

 

 

 

 

 

Net operating revenue

 

161.041

 

Operating costs

 

(80.910)

 

Operating expenses, net

 

(36.051)

 

Depreciation and amortization

 

(1.141)

 

Equity pick-up

 

3.694

 

Financial expenses

 

(7.137)

 

Income and social contribution tax

 

(1.204)

 

 

 

38.292

 

Noncontrolling interests

 

(2.202)

 

Profit for the period

 

36.090

 

Cash flows

 

3/31/2013

 

 

 

 

 

 

 

 

 

Operating activities

 

76.445

 

Investing activities

 

31.825

 

Financing activities

 

(89.787)

 

 

 

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note  8.2 to the financial statements as of December 31, 2013.

63

 


 
 

(A free translation from the original in Portuguese into English)

 

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

 

9.   Investments in ownership interests

 

(i)      Ownership interest

 

(a)    Information on subsidiaries and jointly-controlled investees

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

Company

Consolidated

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Income (loss) for the period

Investments

Equity pick-up

Direct investees

3/31/2014

12/31/2013

3/31/2014

3/31/2014

3/31/2014

12/31/2013

 

3/31/2014

3/31/2013

3/31/2014

12/31/2013

3/31/2014

12/31/2013

3/31/2014

3/31/2013

3/31/2014

3/31/2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construtora Tenda S.A.

100%

100%

2,307,543

1,239,763

1,067,780

1,127,969

 

(37,460)

(43,853)

1,067,780

1,127,969

-

-

(37,461)

(43,310)

-

542

Alphaville Urbanismo S/A

10%

10%

1,836,768

1,388,738

448,031

454,054

 

(9,413)

28,872

44,263

45,405

132,789

136,216

(1,142)

21,852

(3,427)

264

Shertis

100%

100%

356,109

90,979

265,130

267,415

 

(2,285)

7,284

265,055

267,340

(75)

(75)

(2,285)

7,284

-

-

Gafisa Spe 89 Ltda.

100%

100%

77,367

3,039

74,328

77,656

 

(3,328)

3,539

74,328

77,656

-

-

(3,328)

3,545

-

6

Gafisa Spe 51 Ltda.

100%

100%

64,785

7,031

57,754

57,377

 

(131)

(969)

57,754

57,377

-

-

(131)

(959)

-

10

Parque Ecoville Spe 29

100%

100%

110,460

71,975

38,485

40,008

 

(1,523)

806

38,485

40,008

-

-

(1,523)

(1,522)

-

(2,328)

Gafisa Spe 48 Ltda. (a)

80%

80%

72,636

5,068

67,567

68,652

 

(172)

(526)

54,054

54,922

54,054

54,922

(137)

(421)

(137)

(421)

Gafisa Spe 72 Ltda.

100%

100%

51,019

8,765

42,254

41,596

 

658

(2,885)

42,254

41,596

-

-

658

(2,885)

-

-

Gafisa Spe-116 Empr Imob (a)

50%

50%

83,892

2,204

81,688

82,075

 

(2,312)

1

40,844

41,038

40,844

41,038

(1,156)

-

(1,156)

-

Edsp 88 - Cipesa Holding

100%

100%

39,423

12

39,411

39,883

 

(472)

(619)

39,411

39,883

-

-

(472)

(619)

-

-

Sitio Jatiuca (a)

50%

50%

68,844

4,166

64,678

64,035

 

642

602

32,339

32,018

32,339

32,018

321

301

321

301

Citta Ville

50%

50%

62,812

5,863

56,949

55,886

 

(173)

753

28,475

27,943

-

-

(87)

376

-

-

Gafisa Spe 41 Ltda.

100%

100%

29,499

3,009

26,490

26,357

 

134

(201)

26,490

26,357

-

-

134

(201)

-

-

Gafisa Spe 50 Ltda.

100%

100%

51,521

25,689

25,832

25,837

 

(5)

(122)

25,832

25,837

-

-

(5)

(122)

-

-

Gafisa Spe-110 Empr Imob

100%

100%

62,450

33,293

29,157

25,745

 

3,412

1,938

29,157

25,745

-

-

3,412

1,938

-

-

Gafisa Spe 31 Ltda.

100%

100%

26,058

336

25,722

25,494

 

228

(805)

25,722

25,494

-

-

228

(805)

-

-

Gafisa Spe 47 Ltda. (a)

80%

80%

31,323

17

31,305

31,275

 

(1)

(1)

25,044

25,020

25,044

25,020

(1)

(1)

(1)

(1)

Parque Arvores (a)

50%

50%

45,189

6,560

38,630

37,990

 

640

65

24,870

24,550

24,870

24,550

320

1,529

320

1,529

Manhattan Comercial 01 (a)

50%

50%

66,143

64,739

1,405

41,630

 

(415)

(2,115)

3,823

20,815

3,823

20,815

(1,248)

(1,057)

(1,248)

(1,057)

Gafisa Spe 32 Ltda.

100%

100%

19,095

1,042

18,053

18,070

 

(16)

365

18,053

18,070

-

-

(16)

365

-

-

Gafisa Spe 30 Ltda.

100%

100%

62,828

46,770

16,058

16,033

 

26

453

16,058

16,033

-

-

26

453

-

-

Gafisa Spe 71 Ltda. (a)

80%

80%

23,803

1,172

22,631

19,617

 

478

(788)

20,640

15,694

20,640

15,694

382

(630)

382

(630)

Varandas (a)

50%

50%

121,071

89,586

31,485

25,982

 

5,159

4,702

17,940

12,991

17,940

12,991

2,806

2,611

2,806

2,611

Apoena

100%

100%

14,227

1,084

13,143

12,941

 

202

779

13,143

12,941

-

-

202

623

-

-

Dubai Residencial (a)

50%

50%

22,080

1,658

20,422

19,400

 

755

3,573

13,272

12,895

13,272

12,895

377

1,875

377

1,875

Fit 13 Spe Empr Imobiliários Ltda. (a)

50%

50%

51,012

19,612

31,401

31,207

 

194

7,915

15,700

12,203

-

-

97

2,765

-

(1,192)

Parque Aguas (a)

50%

50%

22,466

3,447

19,019

17,188

 

1,830

2,277

12,554

11,640

12,554

11,640

915

1,832

915

1,832

Alta Vistta (a)

50%

50%

24,422

1,071

23,351

22,943

 

408

365

11,676

11,472

11,676

11,472

204

183

204

183

Gafisa Spe 65 Ltda. (a)

80%

80%

17,830

888

16,942

13,831

 

585

(434)

15,125

11,065

15,125

11,065

468

(347)

468

(347)

Gafisa Spe 73 Ltda (a).

80%

80%

13,805

154

13,652

13,389

 

(2)

(5)

10,921

10,711

10,921

10,711

(2)

(4)

(2)

(4)

Gafisa Spe-111 Empr Imob

100%

100%

47,930

32,122

15,807

10,561

 

5,246

(6)

15,807

10,561

-

-

5,246

(6)

-

-

Gafisa Spe-123 Empr Imob

100%

100%

67,578

54,451

13,127

10,462

 

2,665

1,013

13,127

10,462

-

-

2,665

1,013

-

-

Costa Maggiore (a)

50%

50%

17,714

1,761

15,952

15,463

 

340

1,666

7,975

10,307

7,975

10,307

293

916

293

916

Gafisa Spe-119 Empr Imob

100%

100%

39,389

27,667

11,722

10,163

 

1,559

(173)

11,722

10,163

-

-

1,559

(173)

-

-

Gafisa Spe 46 Ltda. (a)

60%

60%

18,448

1,850

16,597

16,391

 

206

94

9,958

9,835

9,958

9,835

124

56

124

56

Gafisa Spe-113 Empr Imob (a)

60%

60%

54,268

38,169

16,099

15,648

 

451

258

9,660

9,389

9,660

9,389

271

155

271

155

Gafisa Spe 38 Ltda.

100%

100%

8,561

663

7,898

7,890

 

8

132

7,898

7,890

-

-

8

132

-

-

Gafisa Spe 36 Ltda.

100%

100%

24,649

16,914

7,735

7,691

 

43

219

7,735

7,691

-

-

43

219

-

-

Gafisa Spe 37 Ltda.

100%

100%

7,793

944

6,849

6,811

 

38

155

6,849

6,811

-

-

38

155

-

-

Aram

100%

100%

12,524

5,372

7,152

5,981

 

1,600

73

7,590

6,387

438

306

1,303

(4,809)

(297)

(4,809)

Gafisa Spe 27 Ltda.

100%

100%

20,665

15,233

5,432

5,973

 

(541)

318

5,432

5,973

-

-

(541)

318

-

-

Gafisa Spe 42 Ltda.

100%

100%

6,933

2,366

4,567

5,794

 

(1,227)

(44)

4,567

5,794

-

-

(1,227)

(44)

-

-

Gafisa Spe-85 Empr Imob L (a)

80%

80%

72,384

65,053

7,332

7,064

 

408

(3,570)

5,865

5,651

5,865

5,651

326

(2,856)

326

(2,856)

O Bosque Empr. Imob. Ltda. (a)

60%

60%

8,984

64

8,920

9,123

 

(459)

(38)

5,184

5,460

5,184

5,460

(275)

(21)

(275)

(21)

64

 


 
 

(A free translation from the original in Portuguese into English)

 

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

9.   Investments in subsidiaries-- Continued

 

(i)      Ownership interest --Continued

 

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

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

Company

Consolidated

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Income (loss) for the period

Investments

Equity pick-up

Direct investees

3/31/2014

12/31/2013

3/31/2014

3/31/2014

3/31/2014

12/31/2013

 

3/31/2014

3/31/2013

3/31/2014

12/31/2013

3/31/2014

12/31/2013

3/31/2014

3/31/2013

3/31/2014

3/31/2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gafisa Spe 22 Ltda.

100%

100%

5,865

610

5,254

5,255

 

-

43

5,254

5,255

-

-

-

43

-

-

Gafisa Spe 53 Ltda.

100%

100%

18,583

14,507

4,076

4,082

 

(6)

(245)

4,076

4,082

-

-

(6)

(245)

-

-

Gafisa Spe-118 Empr Imob

100%

100%

6,986

3,500

3,486

3,491

 

(5)

(3)

3,486

3,491

-

-

(5)

(3)

-

-

Manhattan Residencial 02

100%

100%

19,655

16,567

3,088

2,829

 

-

(11)

3,439

3,211

1,642

382

-

(5)

-

(5)

Gafisa Spe 35 Ltda.

100%

100%

7,449

5,428

2,020

2,853

 

(833)

42

2,020

2,853

-

-

(833)

42

-

-

OCPC01 Adjustment – Capitalized Interests (b)

 

 

-

-

-

-

 

-

-

23,680

24,185

-

-

(505)

5,531

-

4,811

Other

 

 

788,040

252,696

535,256

122,148

 

(36)

11,238

40,593

31,898

13,364

9,635

3,424

(20,008)

2,002

(1,037)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gafisa Spe 55 Ltda.

80%

80%

56,196

6,118

50,078

47,591

 

2,486

(464)

-

-

40,062

41,278

-

-

1,989

(371)

Saí Amarela S/A

50%

50%

2,381

35

2,346

1,935

 

(26)

(45)

-

-

955

968

-

-

(13)

(22)

Sunshine SPE S/A

60%

60%

5,282

808

4,475

360

 

63

(62)

-

-

2,685

2,647

-

-

38

(37)

Other

 

 

17,092

30

17,060

17,806

 

11

1,645

-

-

4,967

1,690

-

-

(31)

40

Indirect subsidiaries of Gafisa

 

 

80,951

6,991

73,959

67,692

 

2,534

1,074

-

-

48,669

46,583

-

-

1,983

(390)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidado FIT 13

50%

50%

41,424

10,023

31,401

31,207

 

194

7,915

-

-

16,162

31,222

-

-

194

11,826

Fit Jardim Botanico Spe

55%

55%

39,541

323

39,217

39,404

 

(162)

511

-

-

21,569

21,672

-

-

(89)

226

Fit 34 Spe Emp. Imob.

70%

70%

31,555

1,166

30,389

29,964

 

444

1,363

-

-

21,273

20,975

-

-

311

1,072

Fit Spe 11 Emp. Imob.

70%

70%

59,000

31,946

27,054

27,452

 

(768)

759

-

-

18,938

19,217

-

-

(538)

612

Ac Participações

80%

80%

37,417

14,695

22,722

23,755

 

(510)

(111)

-

-

18,179

19,004

-

-

(408)

(50)

FIT 31 SPE Emp. Mob.

70%

70%

33,107

19,651

13,457

15,155

 

(336)

217

-

-

9,420

10,608

-

-

(235)

575

Maria Ines Spe Emp. Imob.

60%

60%

21,325

451

20,874

20,836

 

38

72

-

-

12,525

12,502

-

-

23

43

Fit Planeta Zoo/Ipitanga

50%

50%

16,878

1,095

15,783

16,957

 

(54)

(308)

-

-

7,891

8,289

-

-

(25)

(154)

Fit Spe 03 Emp. Imob

80%

80%

11,341

787

10,554

10,044

 

510

(303)

-

-

8,443

8,035

-

-

408

(461)

Cittá Itapoan

50%

50%

14,979

1,546

13,433

15,354

 

(27)

(336)

-

-

6,717

7,379

-

-

(28)

(168)

FIT SPE 02 Emp. Mob.

60%

60%

11,812

12

11,800

11,758

 

42

27

-

-

7,080

7,055

-

-

25

16

Fit Cittá Imbuí

50%

50%

9,509

581

8,928

8,899

 

42

(51)

-

-

4,464

4,450

-

-

15

(25)

Parque Dos Pássaros

50%

50%

47,672

11,621

36,051

35,230

 

804

1,984

-

-

18,026

17,615

-

-

411

4,659

Fit Campolim Spe

55%

55%

6,545

(78)

6,623

6,623

 

-

-

-

-

3,643

3,643

-

-

-

-

Klabin Segall Fit 1 Spe Ltda

50%

50%

7,243

14

7,230

7,130

 

1

-

-

-

3,615

3,565

-

-

-

-

Other

 

 

89,225

18,710

70,514

69,928

 

421

1,885

-

-

30,249

30,472

-

-

201

936

Indirect subsidiaries of Tenda

 

 

478,573

112,543

366,030

369,696

 

639

13,624

-

-

208,194

225,703

-

-

265

19,107

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

 

 

7,650,402

3,803,291

3,847,111

3,546,489

 

(29,727)

36,825

2,312,980

2,360,037

726,766

744,223

(26,536)

(24,941)

4,514

19,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other investments (c)

 

 

 

 

 

 

 

 

 

-

91,056

-

-

 

 

 

 

Goodwill on acquisition of subsidiaries (d)

 

 

 

 

 

 

 

 

 

43,080

43,080

-

-

 

 

 

 

Goodwill based on inventory surplus

 

 

 

 

 

 

74,500

77,360

-

-

 

 

 

 

Addition to remeasurement of investment in associate (e)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gafisa

 

 

 

 

 

 

 

 

 

108,300

108,300

108,300

108,300

 

 

 

 

Shertis

 

 

 

 

 

 

 

 

 

-

-

267,553

267,553

 

 

 

 

Total investments

 

 

 

 

 

 

 

 

 

2,538,860

2,679,833

1,102,619

1,120,076

(26,536)

(24,941)

4,514

19,100

 (*)Includes companies with investment balances below R$3,000.

 

 

65

 


 
 

(A free translation from the original in Portuguese into English)

 

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

9.   Investments in subsidiaries -- Continued

 

(i)      Ownership interests--Continued

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

Company

Consolidated

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Income (loss) for the period

Provision for net capital deficiency

Equity pick-up

Direct investees

3/31/2014

12/31/2013

3/31/2014

3/31/2014

3/31/2014

12/31/2013

 

3/31/2014

3/31/2013

3/31/2014

12/31/2013

3/31/2014

12/31/2013

3/31/2014

3/31/2013

3/31/2014

3/31/2013

Provision for capital deficiency (f):

 

 

 

 

 

(restated)

 

 

(restated)

 

(restated)

 

(restated)

 

(restated)

 

(restated)

Manhattan Square Emp. Imob. Res.1SPELtda

50%

50%

128,488

178,514

(50,026)

(43,283)

 

(5,364)

(3,047)

(24,912)

(21,642)

(24,912)

(10,821)

(3,270)

(1,524)

(3,270)

(1,524)

Gafisa SPE 117 Emp .Im .Ltda.

100%

100%

15,263

21,419

(6,157)

(5,735)

 

(421)

(531)

(6,157)

(5,735)

-

-

(421)

(531)

-

-

Gafisa SPE45 Emp .Im. Ltda.

100%

100%

7,095

13,789

(6,695)

(5,398)

 

(1,297)

(1,242)

(6,695)

(5,398)

-

-

(1,297)

(1,242)

-

-

Gafisa SPE 69 Emp. Im. Ltda.

100%

100%

394

5,028

(4,634)

(2,862)

 

(1,772)

(1,688)

(4,634)

(2,862)

-

-

(1,772)

(1,688)

-

-

Península SPE2 S/A

50%

50%

2,105

5,770

(3,665)

(3,887)

 

117

35

(1,885)

(1,943)

(1,885)

(972)

58

17

58

17

Other (*)

 

 

28,265

33,822

(5,555)

8,788

 

(322)

(796)

(12,294)

(6,020)

(1,932)

(13,656)

1,864

(270)

(2,319)

526

Total provision for net capital deficiency

 

 

181,610

258,342

(76,732)

(52,377)

 

(9,059)

(7,269)

(56,577)

(43,600)

(29,729)

(25,448)

(4,838)

(5,238)

(5,531)

(981)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity pick-up

 

 

 

 

 

 

 

 

 

-

-

-

-

(31.374)

(30.179)

(1.017)

18.119

 

 

(a)   Jointly-controlled investees.

(b)   Charges not appropriated to the income of subsidiaries, as required by paragraph 6 of OCPC01.

(c)   At a meeting of the venture partners held on February 3, 2014, the reduction in the capital of the unincorporated venture (“SCP”) was resolved in the amount of R$100,000 Class B shares, thus fulfilling all obligations provided for in the contract. As of December 31, 2013, the Company’s shares in such venture amounted to R$91,056 (Note 15).

(d)   See composition in Note 11.

(e)   Amount regarding the addition related to the remeasurement of the portion of the remaining investment of 30%, in the amount of R$375,853, of which R$108,300 refers to the portion of 10% in Gafisa and R$267,553 refers to the portion of 20% in Shertis.

(f)    Provision for capital deficiency is recorded in account “Other payables” (Note 16).

66

 


 
 

(A free translation from the original in Portuguese into English)

 

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

9.   Investments in subsidiaries --Continued

 

(b)    Change in investments

 

 

 

 

 

 

 

Company

Consolidated

 

 

 

Balance at December 31, 2013

2,679,833

1,120,076

Equity pick-up

(26,536)

4,514

Redemption of shares of subsidiaries (a)

(100,000)

 

Dividends receivable

(2,625)

(2,625)

Effect reflecting the program for purchase of treasury shares of Gafisa by Tenda (b)

(22,728)

-

Other investments

(2,071)

(19,346)

Reclassification of the provision for investment losses

12,987

-

Balance at December 31, 2014

2,538,860

1,102,619

 

(a)     It refers to the redemption of shares of the Company’s associate (Note 15(a))

(b)     In the period ended March 31, 2014, 7,000,000 shares in the total amount of R$22,728 were acquired by Tenda, according to the stock repurchase program. This program was cancelled on February 26, 2014 (Note 19.1).

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 9 to the financial statements as of December 31, 2013.

67

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

10Property and equipment

 

 

Company

Consolidated

Type

12/31/2013

Addition

Write-off

3/31/2014

12/31/2013

Addition

Write-off

3/31/2014

Cost

 

 

 

 

 

 

 

 

Hardware

18,100

282

-

18,382

32,722

715

(41)

33,396

Vehicles

-

-

-

-

979

-

-

979

Leasehold improvements and installations

8,545

-

-

8,545

34,256

71

(44)

34,283

Furniture and fixtures

1,717

32

(246)

1,503

5,764

514

(388)

5,890

Machinery and equipment

2,637

-

-

2,637

3,836

292

(215)

3,913

Molds

-

-

-

-

8,130

-

-

8,130

Sales stands

139,758

4,138

-

143,896

203,236

5,777

-

209,013

 

170,757

4,452

(246)

174,963

288,923

7,369

(688)

295,604

 

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

 

 

Hardware

(13,177)

(465)

-

(13,641)

(21,820)

(839)

27

(22,632)

Vehicles

-

-

-

-

(979)

-

-

(979)

Leasehold improvements and installations

(6,804)

(509)

-

(7,314)

(21,499)

(1,491)

20

(22,970)

Furniture and fixtures

(1,360)

(13)

246

(1,127)

(3,662)

(611)

496

(3,777)

Machinery and equipment

(817)

(66)

-

(883)

(1,104)

(98)

-

(1,202)

Molds

-

-

-

-

(6,945)

(486)

486

(6,945)

Sales stands

(136,360)

(1,689)

-

(138,049)

(196,529)

(2,883)

-

(199,412)

 

(158,518)

(2,742)

246

(161,014)

(252,538)

(6,408)

1,029

(257,917)

 

 

 

 

 

 

 

 

 

 

12,239

1,710

-

13,949

36,385

961

341

37,687

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 10 to the financial statements as of December 31, 2013.

 

11. Intangible assets

 

 

Company

 

12/31/2013

 

 

3/31/2014

 

Balance

Addition

Write-down/ amortization

Balance

 

 

 

 

 

Software – Cost

80,406

1,213

-

81,619

Software – Depreciation

(42,787)

(3,311)

-

(46,098)

Other

8,404

892

(1,603)

7,693

 

46,023

(1,206)

(1,603)

43,214

 

 

 

 

 

Consolidated

 

12/31/2013

 

 

3/31/2014

 

Balance

Addition

Write-down/
amortization

Balance

Goodwill

 

 

 

 

AUSA

25,476

-

-

25,476

Cipesa

40,687

-

-

40,687

Provision for non-realization / Write-off – sale of land

(23,083)

-

-

(23,083)

 

43,080

-

-

43,080

 

 

 

 

 

Software – Cost

104,625

2,591

(1,027)

106,189

Software – Depreciation

(54,708)

(4,879)

253

(59,334)

Other

13,343

5,465

(2,388)

12,104

 

63,260

(1,139)

(3,162)

58,959

 

 

 

 

 

106,340

(1,139)

(3,162)

102,039

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 11 to the financial statements as of December 31, 2013.

 

 

68

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

11. Intangible assets--Continued

 

The Company evaluates the recovery of the carrying amount of goodwill at the end of each year. As of March 31, 2014, the Company did not find any indication of impairment in the carrying amount of goodwill.

 

12. Loans and financing

 

 

 

 

Company

Consolidated

Type

Maturity

Annual interest rate

3/31/2014

12/31/2013

3/31/2014

12/31/2013

 

 

 

 

 

 

 

Certificate of Bank Credit –

CCB

June 2014 to July 2017

1.30% to 2.20% + CDI / 117% to 123% of CDI / 13.20%

474,041

550,052

474,041

550,052

National Housing System - SFH

July 2014 to January 2018

8.30% to 11.00% + TR

686,634

699,132

1,011,377

1,088,258

 

 

 

1,160,675

1,249,184

1,485,418

1,638,310

 

 

 

 

 

 

Current portion

 

 

385,187

376,047

560,458

590,386

Non-current portion

 

 

775,488

873,137

924,960

1,047,924

 

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

 

 

Company

Consolidated

Maturity

3/31/2014

12/31/2013

3/31/2014

12/31/2013

 

 

 

 

 

2014

274,969

376,047

407,468

590,386

2015

505,438

489,889

651,738

642,328

2016

267,935

275,118

310,685

296,464

2017

110,964

106,898

114,158

107,901

2018 onwards

1,369

1,232

1,369

1,231

 

1,160,675

1,249,184

1,485,418

1,638,310

 

The Company and its subsidiaries have restrictive covenants under certain loans and financing that limit their ability to perform certain actions, such as the issuance of debt, and that could require the early redemption or refinancing of loans if the Company does not fulfill such covenants. The ratio and minimum and maximum amounts required under such restrictive covenants as of March 31, 2014 and December 31, 2013 are disclosed in Note 13.

 

The following table shows the summary of financial expenses and charges and the capitalized rate in the account properties for sale.

 

 

Company

Consolidated

 

3/31/2014

3/31/2013

3/31/2014

3/31/2013

 

 

 

(restated)

Total financial expenses for the period

49,631

45,171

59,271

57,502

Capitalized financial charges

(19,534)

(10,124)

(23,597)

(16,714)

 

 

 

 

Financial expenses (Note 25)

30,097

35,047

35,674

40,788

 

 

 

 

Financial charges included in “Properties for sale””

 

 

 

 

 

 

 

 

 

Opening balance

142,860

135,582

214,298

239,327

Capitalized financial charges

19,534

10,124

23,597

16,714

Charges appropriated to profit or loss (Note 24)

(19,009)

(15,420)

(34,745)

(33,593)

 

 

 

 

Closing balance

143,385

130,286

203,150

222,448

 

69

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

12. Loans and financing --Continued

 

The other explanation related to this note were not subject to significant changes in relation to those reported in Note 12 to the financial statements as of December 31, 2013.

 

13. Debentures

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

Program/placement

Principal - R$

Annual interest

Final maturity

3/31/2014

12/31/2013

3/31/2014

12/31/2013

 

 

 

 

 

 

 

 

Sixth placement

100,000

CDI + 1.50%

June 2014

155,802

151,513

155,802

151,513

Seventh placement

600,000

TR + 10.17%

December 2017

565,883

551,855

565,883

551,855

Eighth placement /first series

288,427

CDI + 1.95%

October 2015

302,720

294,073

302,720

294,073

Eighth placement /second series

11,573

IPCA + 7.96%

October 2016

14,811

14,216

14,811

14,216

First placement (Tenda) (i)

600,000

TR + 9.21%

October 2015

-

-

419,201

409,561

 

 

 

 

1,039,216

1,011,657

1,458,417

1,421,218

 

 

 

 

 

 

 

Current portion

 

 

 

382,234

354,271

601,435

563,832

Non-Current portion

-

 

 

656,982

657,386

856,982

857,386

               

 

(i)  On March 28, 2014, the partial deferment of the payment for the fourth installment of the face value of this placement was approved in the amount of R$90,000 until May 1, 2014, while R$10,000 is going to be paid on the original due date on April 1, 2014 (Note 33(ii)). On April 17, 2014, among other changes the change in the maturity schedule of this placement was approved (Note 33(i)).

 

The current and non-current portions fall due as follows.

 

 

Company

Consolidated

Maturity

3/31/2014

12/31/2013

3/31/2014

12/31/2013

 

 

 

 

 

2014

382,234

354,271

601,435

563,832

2015

298,394

299,093

498,394

499,093

2016

158,588

158,292

158,588

158,292

2017

200,000

200,001

200,000

200,001

 

1,039,216

1,011,657

1,458,417

1,421,218

 

 

 

 

70

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

13. Debentures--Continued

 

The actual ratios and minimum and maximum amounts stipulated by these restrictive covenants at March 31, 2014 and December 31, 2013 are as follows:

 

 

3/31/2014

12/31/2013

Seventh placement

 

 

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

-9.78 times

-6.21 times

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

-19.68%

-31.6%

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

2.24 times

2.79 times

 

 

 

Eighth placement - first and second series, second issuance of Promissory Notes, first and second series

 

 

Total accounts receivable plus inventory of finished units required to be below zero or 2.0 times over net debt less venture debt

-6.60 times

-4.31 times

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

-19.68%

-31.6%

 

 

 

 

 

3/31/2014

12/31/2013

First placement – Tenda

 

 

Total accounts receivable plus inventory required to be equal to or 2.0 times over net debt less debt with secured guarantee (3) or below zero, considering that TR(4) plus TE(5) is always above zero.

2.48 times

-2.49 times

Net debt less debt with secured guarantee (3) required to be not in excess of 50% of equity.

-55.70%

-56.97%

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

36.58 times

56.85 times

 

 

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

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

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

(4)   Total receivables.

(5)   Total inventory.

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 13 to the financial statements as of December 31, 2013.

 

 

 

71

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

14. Obligations assumed on assignment of receivables

 

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

 

 

Company

Consolidated

 

3/31/2014

12/31/2013

3/31/2014

12/31/2013

 

 

 

 

 

Assignment of receivables:

 

 

 

 

CCI obligation Jun/09

-

-

8,386

12,295

CCI obligation Jun/11

11,756

13,407

14,893

17,146

CCI obligation Dec/11

4,896

5,654

10,049

13,686

CCI obligation Jul/12

2,393

2,578

2,393

2,578

CCI obligation Nov/12

-

-

9,088

10,639

CCI obligation Dec/12

25,341

35,831

25,340

35,831

CCI obligation Dec/13

4,489

5,675

14,108

17,154

FIDC obligation

4,649

5,337

10,200

6,381

Other

5,719

5,719

4,187

4,187

 

59,243

74,201

98,644

119,897

 

 

 

 

Current portion

36,762

50,184

60,281

82,787

Non-current potion

22,481

24,017

38,363

37,110

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 14 to the financial statements as of December 31, 2013.

 

15. Payables to venture partners

 

 

Company

Consolidated

 

3/31/2014

12/31/2013

3/31/2014

12/31/2013

 

 

 

 

 

Payable to venture partners (a)

-

100,000

-

103,814

Usufruct of shares

19,536

19,536

23,215

19,866

 

 

 

 

 

19,536

119,536

23,215

123,680

 

 

 

 

Current portion

8,742

108,742

12,421

112,886

Non-current portion

10,794

10,794

10,794

10,794

 

The current and non-current portions fall due as follows:

 

 

Company

 

Consolidated

 

3/31/2014

12/31/2013

 

3/31/2014

12/31/2013

 

 

 

 

 

 

2014

8,742

108,742

 

12,421

112,886

2015

6,080

6,080

 

6,080

6,080

2016

3,574

3,574

 

3,574

3,574

2017

1,140

1,140

 

1,140

1,140

Total

19,536

119,536

 

23,215

123,680

 

 

 

72

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

15. Payables to venture partners--Continued

 

(a)     At a meeting of the venture partners held on February 3, 2014, they decided to reduce the SCP capital by R$100,000 Class B shares and, as consequence of this resolution, the SCP paid R$100,000 to the partners that held such units and R$4,742 related to the mandatory minimum dividend, thus fulfilling all obligations arising from this contract. As of March 31, 2014, the SCP has a capital of R$13,084 (composed of  13,084,000 Class A shares held by the Company).

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 15 to the financial statements as of December 31, 2013.

 

16. Other obligations

 

 

 

Company

Consolidated

 

2012

3/31/2014

12/31/2013

3/31/2014

12/31/2013

 

 

 

 

 

 

Acquisition of interests

2.286

5,102

5,102

5,102

5,102

Provision for penalties for delay in

construction works

8.883

7,865

6,873

13,918

14,530

Cancelled contract payable

2.363

8,149

9,457

37,691

38,901

Warranty provision

28.345

20,606

23,087

49,528

53,006

Deferred sales taxes (PIS and COFINS)

21.772

22,238

24,841

34,395

40,461

Provision for net capital deficiency (Note 9)

35.570

56,577

43,600

29,729

25,448

Long-term suppliers

 

16,297

14,754

30,906

29,780

Other liabilities

13.781

7,429

11,733

23,050

39,386

 

 

 

 

 

 

 

113.000

144,263

139,447

224,319

246,614

 

 

 

 

 

 

Current portion

90.953

106,351

101,296

155,315

176,740

Non-current portion

22.047

37,912

38,151

69,004

69,874

 

 

17. Provisions for legal claims and commitments

 

In the period ended March 31, 2014, the changes in the provision are summarized as follows:

 

Company

Civil claims

Tax claims

Labor claims

Total

Balance at December 31, 2013

115,468

255

23,876

139,599

Addition to and reversal of provision (Note 24)

1,551

55

13,913

15,519

Payment and reversal of provision not used

(2,500)

(92)

(2,661)

(5,253)

Balance at March 31, 2014

114,519

218

35,128

149,865

 

 

 

 

Current portion

47,152

218

35,128

82,498

Non-current portion

67,367

-

-

67,367

 

 

Consolidated

Civil claims

Tax claims

Labor claims

Total

Balance at December 31, 2013

140,722

1,582

55,624

197,928

Addition to and reversal of provision (Note 24)

12,121

84

13,943

26,148

Payment and reversal of provision not used

(8,008)

(92)

(8,481)

(16,581)

Balance at March 31, 2014

144,835

1,574

61,086

207,495

 

 

 

 

 

Current portion

47,152

218

35,128

82,498

Non-current portion

97,683

1,356

25,958

124,997

 

 

 

73

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

17. Provisions for legal claims and commitments--Continued

 

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

 

In addition, as of March 31, 2014, the Company and its subsidiaries are aware of other civil, labor and tax claims and risks. Based on the history of probable lawsuits and the specific analysis of main claims, the estimate for lawsuits which likelihood of loss is rated as possible is of R$516,767 (R$435,046 as of December 31, 2013), based on average past outcomes adjusted to current estimates, for which the Company’s Management believes it is not necessary to recognize a provision for occasional losses. The change in the period was caused by the higher volume of lawsuits with smaller amounts and the review of the involved amounts.

 

   

Company

Consolidated

 

 

3/31/2014

12/31/2013

3/31/2014

12/31/2013

 

 

 

 

 

 

Civil claims

 

184,489

64,026

406,124

331,976

Tax claims

 

36,354

39,248

47,379

45,413

Labor claims

 

38,642

36,227

63,264

57,657

 

259,485

139,501

516,767

435,046

 

(a)     Commitments

 

In addition to the commitments mentioned in Notes 6, 12 and 13, the Company has the following other commitments:

 

(a)    The Company has contracts for the rental of 29 properties where its facilities are located, the monthly cost amounting to R$1,071 adjusted by the IGP-M/FGV variation. The rental term ranges from one to ten years and there is a fine in case of cancelled contracts corresponding to three-month rent or in proportion to the contract expiration time.

 

(b)    As of March 31, 2014, the Company, through its subsidiaries, has long-term obligations in the amount of R$30,906 (R$20,163 as of December 31, 2013), related to the supply of the raw material used in the development of its real estate ventures.

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 17 to the financial statements as of December 31, 2013.

 

 

 

74

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

18. Payables for purchase of properties and advances from customers

 

 

Company

Consolidated

 

3/31/2014

12/31/2013

3/31/2014

12/31/2013

 

 

 

 

 

Payables for purchase of properties

106,998

115,397

199,107

262,902

Adjustment to present value (Note 6)

(4,161)

(873)

(4,863)

(873)

Advances from customers

 

 

 

 

Development and sales - Note 5(i)

33,227

39,868

43,105

48,220

Barter transaction - Land (Note 6)

167,300

165,703

205,666

178,100

 

 

 

 

 

 

303,364

320,095

443,015

488,349

 

 

 

 

 

Current portion

268,801

284,366

360,200

408,374

Non-current portion

34,563

35,729

82,815

79,975

 

19. Equity

 

19.1.  Capital

 

As of March 31, 2014 and December 31, 2013, the Company's authorized and paid-in capital amounts to R$2,740,662, represented by 435,559.201 registered common shares, without par value, of which 33,999,486  and 19,099,486 were held in treasury, respectively.

 

According to the Company’s articles of incorporation, capital may be increased without need of making amendment to it, upon resolution of the Board of Directors, which shall set the conditions for issuance until the limit of 600,000,000 (six hundred million) common shares.

 

On February 26, 2014, the Board of Directors of Tenda approved the termination of the program to repurchase the common shares issued by Gafisa for holding them in treasury and later sell them. In the period, 7,000,000 shares in free float totaling R$22,728 were acquired.

 

On the same date, the Board of Directors of the Company created a program to repurchase its common shares aimed at holding them in treasury and later selling or cancelling them, limiting the acquisition to 17,456,434 shares to be carried out in up to 365 days. In the period ended March 31, 2014, 7,900,000 shares totaling R$25,440 were acquired.

 

 

 

75

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

19. Equity--Continued

 

19.1.  Capital --Continued

 

Treasury shares - 03/31/2014

Type

GFSA3 common

R$

%

R$ thousand

R$ thousand

Acquisition date

Number

Weighted average price

% - on shares outstanding

Market value (*)

Carrying amount

11/20/2001

599,486

2,8880

0.14%

2,140

1,731

1st quarter 2013

1,000,000

4,3316

0.23%

3,570

4,336

2nd quarter 2013

9,000,000

3,9551

2.07%

32,130

35,634

4th quarter 2013

8,500,000

3,6865

1.95%

30,345

31,369

1st quarter 2014

14,900,000

3,2297

3.42%

53,193

48,168

 

33,999,486

3,5623

7.81%

121,378

121,238

(*)   Market value calculated based on the closing share price at March 31, 2014 (R$3.57), not considering the possible effect of volatilities.

 

Treasury shares - 12/31/2013

Type

GFSA3 common

R$

%

R$ thousand

R$ thousand

Acquisition date

Number

Weighted average price

% - on shares outstanding

Market value (*)

Carrying amount

11/20/2001

599,486

2,8880

0.14%

2,116

1,731

1st quarter 2013

1,000,000

4,3316

0.23%

3,530

4,336

2nd quarter 2013

9,000,000

3,9551

2.07%

31,770

35,634

4th quarter 2013

8,500,000

3,6865

1.95%

30,005

31,369

 

19,099,486

3,8258

4.39%

67,421

73,070

(*)   Market value calculated based on the closing share price at December 31, 2013 (R$3.53), not considering the possible effect of volatilities.

 

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

 

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

 

 

Common shares - In thousands

Shares outstanding as of December 31, 2013

416,459

Repurchase of treasury shares

(14,900)

Shares outstanding as of March 31, 2014

401,559

 

 

Weighted average shares outstanding

407,150

 

 

 

76

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

19. Equity --Continued

 

19.2.  Stock option plan

 

Expenses for granting stocks recorded under the account “General and administrative expenses” (Note 24) in the periods ended March 31, 2014 and 2013, are as follows:

 

 

3/31/2014

3/31/2013

 

(restated)

Gafisa

3,570

4,629

Tenda

19

33

 

3,589

4,662

 

 

Alphaville

 

252

 

 

4,914

 

 

In the quarter ended March 31, 2014, there was no change in options outstanding.

 

Outstanding and exercisable options as of March 31, 2014, are as follows:

           

Outstanding options

Exercisable options

Number of options

Weighted average remaining contractual life (years)

Weighted average exercise price (R$)

Number of options

Weighted average exercise price (R$)

 

 

 

 

 

11,908,128

8.76

1.47

1,716,112

3.56

 

(ii)   Tenda

 

Due to the acquisition by Gafisa of the total shares outstanding issued by Tenda, the stock option plans related to Tenda shares were transferred to Gafisa, responsible for share issuance. As of March 31, 2014, the amount ofR$14,958 (R$14,939 as of December 31, 2013), related to the reserve for granting options of Tenda is recognized under the account “Related Parties” of Gafisa.

 

In the period ended March 31, 2014 and in the year ended December 31, 2013, the Company did not grant options in connection with its stock option plans comprising common shares.

 

 

 

 

77

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

20. Income and social contribution taxes

 

(i)      Current income and social contribution taxes

 

The reconciliation of the effective tax rate for the periods ended March 31, 2014 and 2013 is as follows:

 

 

Consolidated

 

3/31/2014

3/31/2013

 

 

(restated)

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

(33,798)

(77,352)

Income tax calculated at the applicable rate - 34%

11,491

26,300

Net effect of subsidiaries taxed by presumed profit

1,685

(17,650)

Tax losses (tax loss carryforwards used)

(2,389)

(889)

Equity pick-up

(347)

6,160

Stock option plan

(1,220)

(1,585)

Other permanent differences

(11,263)

(10,976)

Charges on payables to venture partners

898

(3,692)

Tax benefits recognized (not recognized)

(5,452)

(4,105)

(6,597)

(6,437)

 

 

 

 

 

 

Tax expenses - current

(7,063)

(3,963)

Tax income (expenses) - deferred

467

(2,474)

 

(ii)   Deferred income and social contribution taxes

 

As of March 31, 2014 and December 31, 2013, deferred income and social contribution taxes are from the following sources:

 

 

Company

Consolidated

 

3/31/2014

12/31/2013

3/31/2014

12/31/2013

 

 

 

 

 

Provisions for legal claims

50,954

47,464

70,548

67,296

Temporary differences – PIS and COFINS deferred

6,874

7,918

14,245

15,566

Provisions for realization of non-financial assets

2,698

2,698

22,053

22,852

Temporary differences – CPC adjustment

25,170

21,733

34,820

31,819

Other provisions

36,083

39,684

66,684

76,735

Income and social contribution tax loss carryforwards

85,746

86,848

300,308

288,712

Tax credits from downstream acquisition

10,199

9,226

10,199

9,226

Tax benefits not recognized

(12,327)

(12,327)

(279,986)

(274,534)

 

180,227

203,244

238,871

237,672

 

 

 

 

Liabilities

 

 

 

 

Negative goodwill

(91,323)

(91,323)

(91,323)

(91,323)

Temporary differences –CPC adjustment

(12,843)

(36,822)

(128,980)

(127,790)

Differences between income taxed on cash basis

and recorded on an accrual basis

(26,962)

(26,000)

(72,572)

(75,211)

 

(131,128)

(154,145)

(292,875)

(294,324)

 

 

 

 

Total net

49,099

49,099

(54,004)

(56,652)

 

The Company has income and social contribution tax loss carryforwards for offset limited to 30% of annual taxable profit, which have no expiration, in the following amounts:

 

 

78

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

20. Income and social contribution taxes --Continued

 

(ii)   Deferred income and social contribution taxes--Continued

 

 

Company

 

3/31/2014

 

12/31/2013

 

Income tax

Social contribution tax

 

Total

 

Income tax

Social contribution tax

 

Total

Balance of income and social contribution tax loss carryforwards

252,194

252,194

 

 

255,435

255,435

-

Deferred tax asset (25%/9%)

63,049

22,697

85,746

 

63,859

22,989

86,848

Recognized deferred tax asset

53,985

19,434

73,419

 

54,795

19,726

74,521

Unrecognized deferred tax asset

9,064

3,263

12,327

 

9,064

3,263

12,327

 

 

 

Consolidated

 

3/31/2014

 

12/31/2013

 

Income tax

Social contribution tax

 

Total

 

Income tax

Social contribution tax

 

Total

Balance of income and social contribution tax loss carryforwards

883,259

883,259

 

 

849,150

849,150

-

Deferred tax asset (25%/9%)

220,815

79,943

300,308

 

212,288

76,424

288,712

Recognized deferred tax asset

53,985

19,434

73,419

 

54,795

19,726

74,521

Unrecognized deferred tax asset

166,830

60,059

226,889

 

157,493

56,698

214,191

 

Based on the estimate of projections for generation of future taxable profit of Gafisa, the estimated recovery of the Company’s balance of deferred income and social contribution tax is as follows:

 

 

Company

2014

883

2015

46,534

2016

531

2017

9,120

2018

17,871

2019 to 2023

140,999

 

215,938

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 20 to the financial statements as of December 31, 2013.

 

 

 

 

79

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

21. Financial instruments

 

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

 

 (i)   Risk considerations

 

a)    Credit risk

 

There was no change in relation to the credit risks disclosed in Note 21(i)(a) to the financial statements as of December 31, 2013.

 

b)    Derivative financial instruments

 

The Company adopts the policy of participating in operations involving derivative financial instruments with the objective of mitigating or eliminating currency, index and interest rate risks to its operations, when considered necessary.

 

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

 

As of March  31, 2014, the Company had derivative contracts for hedging purposes in relation to interest fluctuations, with final maturity from June 2014 and June 2017. The derivative contracts are as follows:

 

 

 

 

80

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

21. Financial instruments -- Continued

 

(i)    Risk considerations --Continued

 

b)    Derivative financial instruments --Continued

 

Consolidated

   

Reais

Percentage

Validity

Gain (loss) not realized with derivative instruments - net

   

 

 

 

 

 

Companies

Swap agreements (Fixed for CDI)

Face value

Original Index

Swap

Beginning

End

3/31/2014

12/31/2013

 

 

 

 

 

 

 

 

(restated)

Gafisa S/A

Banco Votorantim S.A.

110,000

Fixed 14.0993%

CDI 1.6344%

12/20/2013

06/20/2014

878

978

Gafisa S/A

Banco Votorantim S.A.

82,500

Fixed 11.4925%

CDI 0.2801%

06/20/2014

12/22/2014

(21)

128

Gafisa S/A

Banco Votorantim S.A.

82,500

Fixed 13.7946%

CDI 1.6344%

12/22/2014

06/22/2015

(173)

(91)

Gafisa S/A

Banco Votorantim S.A.

55,000

Fixed 11.8752%

CDI 0.2801%

06/22/2015

12/21/2015

(322)

(306)

Gafisa S/A

Banco Votorantim S.A.

55,000

Fixed 14.2672%

CDI 1.6344%

12/21/2015

06/20/2016

(172)

(236)

Gafisa S/A

Banco Votorantim S.A.

27,500

Fixed 11.1136%

CDI 0.2801%

06/20/2016

12/20/2016

(212)

(255)

Gafisa S/A

Banco Votorantim S.A.

27,500

Fixed 15.1177%

CDI 1.6344%

12/20/2016

06/20/2017

19

(35)

             

(3)

183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

(3)

183

 

 

 

 

 

Non-current

-

-

 

During the period ended March 31, 2014, the amount of R$186 (R$2,507 in 2013) in the Company’s statements and in the consolidated statements, which refer to net result of the interest swap transaction, was recognized in the “financial income” line in the statement of profit or loss for the period, allowing correlation between the impact of such transactions and interest rate fluctuation in the Company’s balance sheet (Note 25).

 

       The estimated fair value of derivative financial instruments contracted by the Company was determined based on information available in the market and specific evaluation methodologies. However, considerable judgment was necessary for interpreting market data to produce the estimated fair value of each transaction. Accordingly, the estimates above do not necessarily indicate the actual amounts realized upon the financial settlement of transactions.

 

 

81

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

21. Financial instruments --Continued

 

(i)    Risk considerations--Continued

 

c)    Interest rate risk

 

There was no change in relation to the interest rate risks disclosed in Note 21(i)(c) to the financial statements as of December 31, 2013.

 

d)    Liquidity risk

 

There was no change in relation to the liquidity risks disclosed in Note 21(i)(d) to the financial statements as of December 31, 2013.

 

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

 

 

Company

Period ended March 31, 2014

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

385,187

703,299

72,189

-

1,160,675

Debentures (Note 13)

382,234

456,982

200,000

-

1,039,216

Payables to venture partners (Note 15)

8,742

10,794

-

-

19,536

Suppliers

57,267

-

-

-

57,267

 

833,430

1,171,075

272,189

-

2,276,694

 

 

Company

Year ended December 31, 2013

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

376,053

765,001

108,130

-

1,249,184

Debentures (Note 13)

354,271

457,386

200,000

-

1,011,657

Payables to venture partners (Note 15)

108,742

9,654

1,140

-

119,536

Suppliers

51,415

-

-

-

51,415

 

890,481

1,232,041

309,270

-

2,431,792

 

 

Consolidated

Period ended March 31, 2014

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

560,458

852,347

72,613

-

1,485,418

Debentures (Note 13)

601,435

656,982

200,000

-

1,458,417

Payables to venture partners (Note 15)

12,421

10,794

-

-

23,215

Suppliers

138,536

-

-

-

138,536

 

1,312,850

1,520,123

272,613

-

3,105,586

 

 

Consolidated

Year ended December 31, 2013

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

590,386

938,792

109,132

-

1,638,310

Debentures (Note 13)

563,832

657,386

200,000

-

1,421,218

Payables to venture partners (Note 15)

112,886

9,654

1,140

-

123,680

Suppliers

79,342

-

-

-

79,342

 

1,346,446

1,605,832

310,272

-

3,262,550

 

82

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

21. Financial instruments -- Continued

 

(i)    Risk considerations -- Continued

 

d)    Interest rate risk -- Continued

 

Fair value classification

 

The Company uses the same classification disclosed in Note 21(i)(d) to the financial statements as of December 31, 2013 to determine and disclose the fair value of financial instruments by the valuation technique.

 

The classification level of fair value for financial instruments measured at fair value through profit or loss of the Company, presented in the  Information as of March 31, 2014 and December 31, 2013:

 

 

Company

Consolidated

 

Fair value classification

As of March 31, 2014

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

Cash equivalents (Note 4.1)

-

58,699

-

-

189,502

-

Short-term investments (Note 4.2)

-

811,409

-

-

1,373,724

-

Derivative financial instruments (Note 21.i.b)

-

(3)

-

-

(3)

-

 

 

 

Company

Consolidated

 

Fair value classification

As of December 31, 2013

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

Cash equivalents (Note 4.1)

-

39,032

-

-

215,194

-

Short-term investments (Note 4.2)

-

1,241,026

-

-

1,808,969

-

Derivative financial instruments (Note 21.i.b)

-

183

-

-

183

-

 

       In addition, we show the fair value classification of financial instruments liabilities:

 

Company

Consolidated

 

Fair value classification

As of December 31, 2014

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

Loans and financing (Note 21.ii.a)

-

1,164,526

-

-

1,481,417

-

Debentures (Note 21.ii.a)

-

1,022,086

-

-

1,434,415

-

Payables to venture partners (Note 21.ii.a)

-

19,535

-

-

23,215

-

 

 

 

83

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

21. Financial instruments -- Continued

 

(i)    Risk considerations -- Continued

 

d)    Liquidity risk -- Continued

 

Fair value classification -- Continued

 

 

Company

Consolidated

 

Fair value classification

As of December 31, 2013

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

Loans and financing (Note 21.ii.a)

-

1,254,757

-

-

1,641,503

-

Debentures (Note 21.ii.a)

-

1,019,298

-

-

1,428,859

-

Payables to venture partners (Note 21.ii.a)

-

121,060

-

-

125,719

-

       In the period ended March 31, 2014 and the year ended December 31, 2013, there were not any transfers between the Levels 1 and 2 fair value valuation, nor transfers between Levels 3 and 2 fair value valuation.

       There was no change in relation to the other information disclosed in Note 21(ii)(a) to the financial statements as of December 31, 2013.

 

 (ii)  Fair value of financial instruments

 

a)    Fair value measurement

 

       The Company uses the same methods and assumptions disclosed in Note 21(ii)(a) to the financial statements as of December 31, 2013 in order to estimate the fair value for each financial instrument type for which the estimate of values is practicable.

 

The main consolidated carrying amounts and fair values of financial assets and liabilities at March 31,2014 and December 31, 2013 are as follows:

 

 

84

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

21. Financial instruments -- Continued

 

(ii)   Fair value of financial instruments -- Continued

 

a)    Fair value measurement -- Continued

 

 

Company

 

3/31/2014

12/31/2013

 

Carrying amount

Fair value

Carrying amount

Fair value

 

 

 

 

Financial assets

 

 

 

 

Cash and cash equivalents (Note 4.1)

58,699

58,699

39,032

39,032

Short-term investments (Note 4.2)

811,409

811,409

1,241,026

1,241,026

Derivative financial instruments

(3)

(3)

183

183

Trade accounts receivable (Note 5)

1,118,913

1,118,913

1,216,902

1,216,902

 

 

 

 

 

Financial liabilities

 

 

 

 

Loans and financing (Note 12)

1,160,675

1,164,526

1,249,184

1,254,757

Debentures (Note 13)

1,039,216

1,022,086

1,011,657

1,019,298

Payables to venture partners (Note 15)

19,536

19,536

119,536

121,060

Suppliers

57,267

57,267

51,415

51,415

 

 

Consolidated

 

3/31/2014

12/31/2013

 

Carrying amount

Fair value

Carrying amount

Fair value

 

 

 

 

Financial assets

 

 

 

 

Cash and cash equivalents (Note 4.1)

189,502

189,502

215,194

215,194

Short-term investments (Note 4.2)

1,373,724

1,373,724

1,808,969

1,808,969

Derivative financial instruments (Note 21(i)(b))

(3)

(3)

183

183

Trade accounts receivable (Note 5)

2,053,796

2,053,796

2,223,668

2,223,668

 

 

 

 

 

Financial liabilities

 

 

 

 

Loans and financing (Note 12)

1,485,418

1,481,417

1,638,310

1,641,503

Debentures (Note 13)

1,458,417

1,434,415

1,421,218

1,428,859

Payables to venture partners (Note 15)

23,215

23,215

123,680

125,719

Suppliers

138,536

138,536

79,342

79,342

 

a)     Risk of debt acceleration

 

There was no change in relation to the risks of debt acceleration disclosed in Note 21(ii)(a) to the financial statements as of December 31, 2013.

b)     Market risk

 

There was no change in relation to the market risks disclosed in Note 21(ii)(b) to the financial statements as of December 31, 2013.

 

 

 

 

85

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

21. Financial instruments Continued

 

(iii)   Capital stock management

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 21 (iii) to the financial statements as of December 31, 2013.

 

The Company includes in its net debt structure: loans and financing, debentures, obligations assumed on assignment of receivables and payables to venture partners less cash and cash equivalents and short-term investments:

 

 

 

Company

Consolidated

 

3/31/2014

12/31/2013

3/31/2014

12/31/2013

 

 

 

 

 

Loans and financing (Note 12)

1,160,675

1,249,184

1,485,418

1,638,310

Debentures (Note 13)

1,039,216

1,011,657

1,458,417

1,421,218

Obligations assumed on assignment of receivables (Note 14)

59,243

74,201

98,644

119,897

Payables to venture partners (Note 15)

19,536

119,536

23,215

123,680

( - ) Cash and cash equivalents and

short-term investments (Notes 4.1 and 4.2)

(870,108)

(1,280,058)

(1,563,226)

(2,024,163)

Net debt

1,408,562

1,174,520

1,502,468

1,278,942

Equity

3,106,356

3,190,724

3,129,509

3,214,483

Equity and net debt

4,514,918

4,365,244

4,631,977

4,493,425

 

 (iv) Sensitivity analysis

 

The chart shows the sensitivity analysis of financial instruments for the period of one year, except swap contracts, which are analyzed through their due dates, describing the risks that may incur material variations on the Company’s profit or loss, as provided for by CVM, through Rule No. 475/08, in order to show a 25% and 50% increase/decrease in the risk variable considered.

 

 

86

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

21. Financial instruments --Continued

 

(iv)  Sensitivity analysis --Continued

 

As of March 31, 2014 and December 31, 2013, the Company has the following financial instruments:

 

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

b)  Loans and financing and debentures linked to the Referential Rate (TR) and CDI, and debentures indexed to the CDI, IPCA and TR;

c)  Trade accounts receivable, linked to the National Civil Construction Index (INCC).

 

To the sensitivity analysis of the interest rates of investments, loans and accounts receivables, the Company considered the CDI rate at 10.56%, the TR at 1.40%, the INCC rate at 7.80%, the General Market Prices Index (IGP-M) at 7.18% and the National Consumer Price Index – Extended (IPCA) at 6.00%. The scenarios considered were as follows:

 

Scenario I: 50% increase in the risk variables used for pricing

Scenario II: 25% increase in the risk variables used for pricing

Scenario III: 25% decrease in the risk variables used for pricing

Scenario IV: 50% decrease in the risk variables used for pricing

87

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

21. Financial instruments --Continued

 

(iv)  Sensitivity analysis --Continued

 

As of March 31, 2014:

 

   

Scenario

   

I

II

III

IV

Instrument

Risk

Increase 50%

Increase 25%

Decrease 25%

Decrease 50%

 

       

Short-term investments

Increase/decrease of CDI

63,287

31,643

(31,643)

(63,287)

Loans and financing

Increase/decrease of CDI

(31,943)

(15,971)

15,971

31,943

Debentures

Increase/decrease of CDI

(21,903)

(10,951)

10,951

21,903

Payables to venture partners

Increase/decrease of CDI

-

-

-

-

Derivative financial instruments

Increase/decrease of CDI

(8,450)

(7,858)

4,823

10,124

 

 

 

 

 

Net effect of CDI variation

 

991

(3,137)

102

683

 

 

 

 

 

Loans and financing

Increase/decrease of TR

(5,001)

(2,501)

2,501

5,001

Debentures

Increase/decrease of TR

(6,793)

(3,397)

3,397

6,793

 

 

 

 

 

Net effect of TR variation

 

(11,794)

(5,898)

5,898

11,794

 

 

 

 

 

Debentures

Increase/decrease of IPCA

(419)

(210)

210

419

 

 

 

 

 

Net effect of IPCA variation

 

(419)

(210)

210

419

 

 

 

 

 

Accounts receivable

Increase/decrease of INCC

74,302

37,151

(37,151)

(74,302)

Properties for sale

Increase/decrease of INCC

58,247

29,124

(29,124)

(58,247)

 

 

 

 

 

Net effect of INCC variation

 

132,549

66,275

(66,275)

(132,549)

 

 

 

 

 

 

 

88

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

21. Financial instruments -- Continued

 

 

(iv)  Sensitivity analysis -- Continued

 

 

As of December 31, 2013:

   

Scenario

   

I

II

III

IV

Instrument

Risk

Increase 50%

Increase 25%

Decrease 25%

Decrease 50%

 

 

 

 

 

Short-term investments

Increase/decrease of CDI

77,110

38,555

(38,555)

(77,110)

Loans and financing

Increase/decrease of CDI

(33,920)

(16,960)

16,960

33,920

Debentures

Increase/decrease of CDI

(19,843)

(9,921)

9,921

19,843

Payables to venture partners

Increase/decrease of CDI

(4,623)

(2,312)

2,312

4,623

Derivative financial instruments

Increase/decrease of CDI

(9,303)

(4,856)

5,344

11,219

 

 

 

 

 

Net effect of CDI variation

 

9,421

4,506

(4,018)

(7,505)

 

 

 

 

 

Loans and financing

Increase/decrease of TR

(1,208)

(604)

604

1,208

Debentures

Increase/decrease of TR

(1,474)

(737)

737

1,474

 

 

 

 

 

Net effect of TR variation

 

(2,682)

(1,341)

1,341

2,682

 

 

 

 

 

Debentures

Increase/decrease of IPCA

(385)

(193)

193

385

 

 

 

 

 

Net effect of IPCA variation

 

(385)

(193)

193

385

 

 

 

 

 

Accounts receivable

Increase/decrease of INCC

83,051

41,525

(41,525)

(83,051)

Properties for sale

Increase/decrease of INCC

58,235

29,117

(29,117)

(58,235)

 

 

 

 

 

Net effect of INCC variation

 

141,286

70,642

(70,642)

(141,286)

 

 

 

89

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

22. Related parties

 

22.1.  Balances with related parties

 

The balances between the Company and related companies are realized under conditions and prices established between the parties.

 

 

Company

Consolidated

Current accounts

3/31/2014

12/31/2013

3/31/2014

12/31/2013

 

 

 

 

 

Assets

 

 

 

 

Current account:

 

 

 

 

Total SPEs

185,020

163,130

116,427

80,804

Condominium and consortia and thirty party’s works

300

1,743

300

1,743

Loan receivable

106,006

98,272

147,748

136,508

Dividends receivable

2,917

7,443

-

-

 

294,243

270,588

264,475

219,055

 

 

 

 

Current

188,237

172,316

116,727

82,547

Non-current

106,006

98,272

147,748

136,508

 

 

 

 

Liabilities

 

 

 

 

Current account

 

 

 

 

Condominium and consortia

(39,681)

(39,100)

(39,681)

(39,100)

Total SPEs and Tenda

(74,854)

(163,075)

(70,022)

(94,578)

 

(114,535)

(202,175)

(109,703)

(133,678)

 

 

 

 

Current

(114,535)

(202,175)

(109,703)

(133,678)

 

 

 

 

 

 

The composition, nature and condition of loan receivable by the Company are shown below:

 

 

Company

 

 

 

3/31/2014

12/31/2013

Nature

Interest rate

 

 

 

 

 

Engenho

15

15

 

 

Laguna Di Mare - Tembok Planej. E Desenv. Imob. Ltda.

616

2,279

Construction

12% p.a. + IGPM

Vistta Laguna - Tembok Planej. E Desenv. Imob. Ltda.

15,926

15,201

Construction

12% p.a. + IGPM

Gafisa SPE 65 Emp. Imobiliários Ltda.

3,029

2,929

Construction

3% p.a. + CDI

Gafisa SPE 46 Emp. Imobiliários Ltda.

1,106

1,056

Construction

12% p.a. + IGPM

Gafisa SPE 73 Emp. Imobiliários Ltda.

 

-

Construction

12% p.a. + IGPM

Gafisa SPE 71 Emp. Imobiliários Ltda.

6,395

6,066

Construction

3% p.a. + CDI

Gafisa SPE 76 Emp. Imobiliários Ltda.

3,994

3,863

Construction

4% p.a. + CDI

Acquarelle Civilcorp Incorporações Ltda.

430

411

Construction

12% p.a. + IGPM

Manhattan Residencial I

69,235

62,441

Construction

10% p.a. + TR

Manhattan Comercial I

16

15

Construction

10% p.a. + TR

Manhattan Residencial II

141

137

Construction

10% p.a. + TR

Manhattan Comercial II

67

65

Construction

10% p.a. + TR

Target

5,036

-

Construction

12% p.a. + IGPM

Scena Laguna - Tembok Planej. e Desenv. Imob. Ltda.

-

3,794

Construction

12% p.a. + IGPM

Total Company

106,006

98,272

   

 

 

 

 

 

 

 

90

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

22. Related parties --Continued

 

22.1.  Balances with related parties --Continued

 

 

 

Consolidated

 

 

 

3/31/2014

12/31/2013

Nature

Interest rate

 

 

 

 

 

Engenho

15

15

Construction

12% p.a. + IGPM

Laguna Di Mare - Tembok Planej. E Desenv. Imob. Ltda.

616

2,279

Construction

12% p.a. + IGPM

Vistta Laguna - Tembok Planej. E Desenv. Imob. Ltda.

15,926

15,201

Construction

12% p.a. + IGPM

Gafisa SPE 65 Emp. Imobiliários Ltda.

3,029

2,929

Construction

3% p.a. + CDI

Gafisa SPE-46 Emp. Imobiliários Ltda.

1,106

1,056

Construction

12% p.a. + IGPM

Gafisa SPE-71 Emp. Imobiliários Ltda.

6,395

6,066

Construction

3% p.a. + CDI

Gafisa SPE- 76 Emp. Imobiliários Ltda.

3,994

3,863

Construction

4% p.a. + CDI

Acquarelle - Civilcorp Incorporações Ltda.

430

411

Construction

12% p.a. + IGPM

Manhattan Residencial I

69,235

62,441

Construction

10% p.a. + TR

Manhattan Comercial I

16

15

Construction

10% p.a. + TR

Manhattan Residencial II

141

137

Construction

10% p.a. + TR

Manhattan Comercial II

67

65

Construction

10% p.a. + TR

Scena Laguna - Tembok Planej. E Desenv. Imob. Ltda.

5,036

3,794

Construction

12% p.a. + IGPM

Fit Jardim Botanico SPE Emp. Imob. Ltda.

18,257

17,998

Construction

113.5% of 126.5% of CDI

Fit 09 SPE Emp. Imob. Ltda.

7,453

7,183

Construction

120% of 126.5% of CDI

Fit 19 SPE Emp. Imob. Ltda.

4,004

4,003

Construction

113.5% of 126.5% of CDI

Acedio SPE Emp. Imob. Ltda.

3,696

3,589

Construction

113.5% of 126.5% of CDI

Ac Participações Ltda.

4,934

4,710

Construction

12% p.a. + IGPM

Other

3,398

753

Construction

Several

Total consolidated

147,748

136,508

 

 

 

 

In the period ended March 31, 2014 the recognized financial income from interest on loans amounted to R$1,371 (R$2,054 in 2013) in the Company’s statement and R$1,486 (R$2,539 in 2013) in the consolidated statement (Note 25).

 

Information regarding management transactions and compensation is described in Note 26.

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 22 to the financial statements as of December 31, 2013.

 

22.2.  Endorsements, guarantees and sureties

 

The financial transactions of the wholly-owned subsidiaries or special purpose entities and its subsidiaries of the Company have the endorsement or surety in proportion to the interest of the Company in the capital stock of such companies, in the amount of R$1,366,388 (R$1,428,286 in 2013).

 

91

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

23. Net operating revenue

 

 

Company

Consolidated

 

3/31/2014

3/31/2013

3/31/2014

3/31/2013

Gross operating revenue

 

 

 

(restated)

Real estate development, sale, barter transactions and construction services

259,919

325,587

438,604

511,698

(Recognition) Reversal of allowance for doubtful accounts and provision for cancelled contracts (Note 5)

(263)

3,965

30,038

36,586

Taxes on sale of real estate and services

(23,546)

(27,285)

(35,941)

(40,734)

Net operating revenue

236,110

302,267

432,701

507,550

 

24. Costs and expenses by nature

 

These are represented by the following:

 

 

Company

Consolidated

 

3/31/2014

3/31/2013

3/31/2014

3/31/2013

Cost of real estate development and sale:

 

 

 

(restated)

Construction cost

(106,387)

(137,083)

(202,484)

(238,159)

Land cost

(25,467)

(69,150)

(40,839)

(86,999)

Development cost

(9,202)

(9,845)

(24,301)

(30,373)

Capitalized financial charges (Note 12)

(19,009)

(15,420)

(34,745)

(33,593)

Maintenance / warranty

(5,342)

(3,014)

(7,532)

(9,696)

Recognition (reversal) of provision for cancelled contracts (Note 5)

-

-

(25,452)

(30,585)

 

(165,407)

(234,512)

(335,353)

(429,405)

 

 

 

 

Commercial expenses:

 

 

 

 

Product marketing expenses

(4,760)

(12,409)

(9,183)

(24,000)

Brokerage and sale commission

(5,730)

(11,900)

(11,055)

(23,017)

Customer Relationship Management expenses

(4,032)

(3,299)

(7,778)

(6,380)

Other

(1,434)

(941)

(2,766)

(1,823)

 

(15,956)

(28,549)

(30,782)

(55,220)

 

 

 

 

General and administrative expenses:

 

 

 

 

Salaries and payroll charges

(11,248)

(13,310)

(20,536)

(23,290)

Employee benefits

(1,079)

(899)

(1,864)

(1,636)

Travel and utilities

(369)

(673)

(555)

(1,187)

Services

(5,108)

(3,316)

(9,740)

(6,183)

Rents and condominium fees

(2,452)

(1,620)

(4,194)

(2,766)

IT

(3,702)

(1,227)

(5,829)

(2,739)

Stock option plan (Note 19.3)

(3,570)

(4,629)

(3,589)

(4,662)

Reserve for profit sharing (Note 26.iii)

(3,828)

(4,900)

(4,789)

(8,828)

Other

(145)

200

(323)

(1,714)

 

(31,501)

(30,374)

(51,419)

(53,005)

 

 

 

 

 

Other income (expenses), net:

 

 

 

 

Expenses with lawsuits (Note 17)

(15,519)

(3,444)

(26,148)

(6,817)

Equity pick-up in unincorporated venture (“SCP”)

4,839

(344)

-

-

Other

(806)

(226)

156

-

 

(11,486)

(4,014)

(25,992)

(6,817)

 

 

 

 

 

         

 

 

92

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

25. Financial income

 

 

Company

Consolidated

 

3/31/2014

3/31/2013

3/31/2014

3/31/2013

Financial income

 

 

 

(restated)

Income from financial investments

25,227

4,814

37,410

12,926

Financial income on loans (Note 22)

1,371

2,054

1,486

2,539

Interest income

1,052

245

1,878

353

Other financial income

1,985

93

3,422

3,113

29,635

7,206

44,196

18,931

Financial expenses

 

 

 

 

Interest on funding, net of capitalization (Note 12)

(30,097)

(35,047)

(35,674)

(40,788)

Amortization of debenture cost

(937)

(980)

(937)

(1,026)

Payables to venture partners

-

-

(44)

(8,314)

Banking expenses

(1,866)

(2,064)

(1,730)

(2,874)

Derivative transactions (Note 21 (i) (b))

(186)

(2,507)

(186)

(2,507)

Discount in securitization transaction

(1,790)

(2,629)

(2,137)

(1,853)

Offered discount and other financial expenses

(2,230)

(6,092)

(11,402)

(10,734)

 

(37,106)

(49,319)

(52,110)

(68,096)

 

26. Transactions with management and employees

 

(i)    Management compensation

 

The amounts recorded in the account “general and administrative expenses” for the period ended March 2014 and 2013, related to the compensation of the Company’s key management personnel are as follows:

 

 

Management compensation

 

Period ended March 31, 2014

Board of Directors

Statutory Board

Fiscal Council

 

 

 

 

Number of members

9

6

3

Annual fixed compensation (in R$)

478

1.011

45

Salary / Fees

463

900

45

Direct and indirect benefits

15

111

-

Monthly compensation (in R$)

159

337

15

Total compensation

478

1.011

45

Profit sharing

-

958

-

 

 

 

 

 

Management compensation

 

Period ended March 31, 2013

Board of Directors

Statutory Board

Fiscal Council

 

 

 

 

Number of members

9

6

3

Annual fixed compensation (in R$)

473

967

34

Salary / Fees

463

900

34

Direct and indirect benefits

10

67

-

Monthly compensation (in R$)

158

322

11

Total compensation

473

967

34

Profit sharing

-

1.765

-

         

 

 

 

 

93

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

26. Transactions with management and employees --Continued

 

(i)    Management compensation --Continued

 

       The maximum aggregate compensation of the Company’s management and Fiscal Council for the year 2014 was established at R$13,617, as approved at the Annual Shareholders’ Meeting held on April 25, 2014.

 

(ii)   Sales

 

In the period ended March 31, 2014, the total sales of units sold in 2014 to the Management is R$1,513 (R$2,405 in 2013) and the total receivables is R$7,140 (R$5,845 as of December 31, 2013).

 

(iii)   Profit sharing

 

In the period ended March 31, 2014, the Company recorded an expense for profit sharing amounting to R$3,828 in the Company’s statement (R$4,900 in 2013) and R$4,789 in the consolidated statement (R$8,828 in 2013) in the heading “General and Administrative Expenses” (Note 24), which is broken down as follows.

 

 Consolidated

3/31/2014

3/31/2013

 

 

(restated)

Statutory Board

958

1,765

Other collaborators

3,831

7,063

 

4,789

8,828

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 26 to the financial statements as of December 31, 2013.

 

27. Insurance

 

For the period ended March 31, 2014, insurance contracts were not subject to significant changes in relation to those disclosed in Note 27 to the financial statements as of December 31,2013.

 

 

94

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

28. Earning and loss per share

 

The following table shows the calculation of basic and diluted earning and loss per share. In view of the losses for the periods ended March 31, 2014 and 2013, shares with dilutive potential are not considered, because the impact would be antidilutive.

 

 

 

 

 

3/31/2014

3/31/2013

Basic numerator

 

(restated)

Proposed dividends and interest on capital

-

-

Undistributed profit (loss)

(39,789)

(55,473)

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

(39,789)

(55,473)

 

 

 

Basic denominator (in thousands of shares)

 

 

Weighted average number of shares

407,150

431,975

 

 

 

Basic profit (loss) per share in Reais

(0.0977)

(0.1284)

Diluted numerator

 

 

Proposed dividends and interest on capital

 

 

Undistributed profit (loss)

-

-

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

(39,789)

(55,473)

 

(39,789)

(55,473)

Diluted denominator (in thousands of shares)

 

 

Weighted average number of shares

407,150

431,975

Stock options

-

-

Diluted weighted average number of shares

407,150

431,975

 

 

 

 

 

 

Diluted profit (loss) per share in Reais

(0.0977)

(0.1284)

 

 

 

 

 

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 28 to the financial statements as of December 31, 2013.

 

95

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

29. Segment information

 

The quarterly information of the business segments of the Company is as follows:

 

 

   

Consolidated

 

Gafisa S.A.

Tenda

3/31/2014

Net operating revenue

326,750

105,951

432,701

Operating costs

(237,860)

(97,493)

(335,353)

 

 

 

Gross profit

88,890

8,458

97,348

 

 

 

Selling expenses

(18,995)

(11,787)

(30,782)

General and administrative expenses

(32,449)

(18,970)

(51,419)

Depreciation and amortization

(11,206)

(2,816)

(14,022)

Financial expenses

(38,984)

(13,126)

(52,110)

Financial income

31,160

13,036

44,196

Tax expenses

(4,022)

(2,575)

(6,597)

 

 

 

Net profit/(loss) for the period from continuing operations

(2,329)

(37,460)

(39,789)

 

 

 

Customers (short and long term)

1,569,010

484,786

2,053,796

Inventories (short and long term)

1,488,290

663,884

2,152,274

Other assets

2,253,220

1,158,873

3,412,093

 

 

 

Total assets

5,310,520

2,307,543

7,618,063

 

 

 

 

Total liabilities

3,273,346

1,215,208

4,488,554

 

 

   

 

(-) Operations

Consolidated

 

Gafisa S.A.

Tenda

AUSA

held for sale

3/31/2013

 

 

 

 

 

(restated)

Net operating revenue

367,285

140,265

161,042

(161,042)

507,550

Operating cost

(279,517)

(149,888)

(80,910)

80,910

(429,405)

 

 

 

 

 

Gross profit

87,768

(9,623)

80,132

80,132

78,145

 

 

 

 

 

Selling expenses

(34,441)

(20,779)

(15,214)

15,214

(55,220)

General and administrative expenses

(30,373)

(22,632)

(23,944)

23,944

(53,005)

Depreciation and amortization

(6,486)

(2,923)

(888)

888

(9,409)

Financial expenses

(60,325)

(7,771)

(11,737)

11,737

(68,096)

Financial income

8,229

10,702

4,601

(4,601)

18,931

Tax expenses

(2,916)

(3,521)

(1,205)

1,205

(6,437)

 

 

 

 

 

Profit (loss) for the period from continuing operations

(39,946)

(43,853)

-

-

(83,789)

 

 

 

 

 

 

Profit (loss) for the period from discontinued operations

-

-

-

38,292

38,292

 

 

 

 

 

Customers (short and long term)

1,680,148

840,168

711,861

-

3,232,177

Inventories (short and long term)

1,171,301

840,146

248,192

-

2,259,639

Other assets

1,044,465

1,561,548

432,545

-

3,038,558

 

 

 

 

 

Total assets

3,895,914

3,241,862

1,392,548

-

8,530,534

 

 

 

 

 

 

Total liabilities

3,672,460

1,406,138

807,233

-

5,885,831

 

 

96

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

29. Segment information--Continued

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 29 to the financial statements as of December 31, 2013.

 

30. Real estate ventures under construction – information and commitments

 

In order to enhance its notes and in line with items 20 and 21 of ICPC 02, the Company describes below some information on ventures under construction as of March 31, 2014:

 

30.1     The contracted sales revenue deducted from the appropriated sales revenue is the unappropriated sales revenue (net revenue calculated by the continuous transfer approach, according to OCPC 04). The unappropriated sales revenue of ventures under construction plus the accounts receivable of completed ventures plus the advance from clients less cumulative receipts, comprise the receivables from developments, as follows:

 

Ventures under construction:

 

 

Contracted sales revenue (*)

 

4,323,107

Appropriated sales revenue (A) (**)

 

(2,664,951)

Unappropriated sales revenue (B) (*)

 

1,658,156

 

 

 

Completed ventures (C)

 

994,433

 

 

 

Cumulative receipts (D) (**)

 

(1,528,659)

 

 

 

97

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

30. Real estate ventures under construction – information and commitments--Continued

 

Advances from clients

 

 

Appropriated revenue surplus (Note 18) (E)

 

43,105

 

 

 

Total accounts receivable from developments (Note 5)

(-A+C+D+E)

 

2,173,830

 

 (*) Information other than accounting considered in the scope of independent auditors only to support the conclusion on the appropriated sales revenue recognized using the percentage-of-completion method  (PoC).

(**) Amounts stated cumulatively. Accordingly, they do not reflect the impacts on the statement of profit or loss for the period.

 

The information on unappropriated sales revenue and contracted sales revenue do not include ventures that are subject to restriction due to a suspensive clause, the legal period of 180 days in which the Company can cancel a development and therefore is not appropriated to profit or loss.

 

The real estate development revenue from units sold and under construction of real estate development is appropriated to statement of profit or loss over the construction period of ventures, in compliance with the requirements of item 14 of CPC 30 – Revenue. The procedures adopted in the appropriation to profit or loss over the construction period are described in Note 2 – Presentation of  Financial Statements and summary of main accounting practices of the financial statements as of December 31, 2013.

 

30.2     As of March 31, 2014, the total cost incurred and to be incurred in connection with units sold or in inventory, estimated until the completion of ventures under construction, is as follows:

 

Ventures under construction:

Incurred cost of units in inventory (Note 6)

 

598,588

Estimated cost to be incurred with units in inventory (*)

 

886,300

Total estimated cost incurred and to be incurred with units in inventory (a)(F)

 

1,484,888

 

 

 

Estimated cost of units sold (*) (G)

 

3,029,274

Incurred cost of units sold (H) (**)

 

(1,837,515)

Unappropriated estimated cost of units sold (*) (I)

 

1,191,759

 

 

 

Total cost incurred and to be incurred (F+G)

 

4,514,162

98

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

30. Real estate ventures under construction – information and commitments --Continued

 

(a) The amount of R$281,125 refers to units of cancelled developments which contracts are not yet cancelled with the respective customers.

 

(*) Information other than accounting considered in the scope of independent auditors only to support the conclusion on the appropriated sales revenue recognized using the percentage-of-completion method  (PoC).

(**) Amounts stated cumulatively. Accordingly, they do not reflect the impacts on the statement of profit or loss for the period.

 

30.3     As of March 31, 2014, the estimated income to be earned until the completion of ventures under construction in connection with units sold is as follows:

 

Unappropriated sales revenue (B)

 

1,658,156

Unappropriated barter for land

 

175,314

 

 

1,833,470

 

 

 

Unappropriated cost of units sold (I)

 

(1,191,759)

Estimated profit

 

641,711

 

Information other than accounting considered in the scope of independent auditors only to support the conclusion on the appropriated sales revenue recognized using the percentage-of-completion method (PoC).

The estimated profit shown does not consider the tax effects or the present value adjustment, and the costs of lands, financial charges, barter and guarantees, which will be carried out as at the extent they are realized.

 

30.4     As of March 31, 2014, the retained profit of ventures under construction in connection with units sold is as follows:

 

Appropriated sales revenue (A) (**)

 

2,664,951

Appropriated barter for land (**)

 

94,694

 

 

2,759,645

 

 

 

Incurred cost of units sold (H) (**)

 

(1,837,515)

Profit (**)

 

922,130

 

(**) Amounts stated cumulatively. Accordingly, they do not reflect the impacts on the statement of profit or loss for the period.

 

 

 

99

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

30. Real estate ventures under construction – information and commitment--Continued

 

The above profit is gross of taxes and present value adjustment (AVP).

 

30.5 The Company shows below a table of the percentage of asset related to the Company’s ventures that are included in the structures of equity segregation of the purchase as of March 31, 2014.

 

 

2013

 

 

Total assets included in the structures of equity segregation of the purchase (*)

7,610,968

Total consolidated assets

7,618,063

Percentage

99.91%

(*)Total assets of the Company, except for the Gafisa Vendas subsidiary, a company that sells the ventures of Gafisa. Regarding the ventures of subsidiaries, the follow-up of the cash and cash equivalents and corporate debts are carried out through the National Corporate Taxpayers’ Registry (CNPJ) of the company and not separately by venture.

 

31. Communication with regulatory bodies

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 31 to the financial statements as of December 31,2013.

 

32. Additional Information

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 32 to the financial statements as of December 31, 2013.

 

 

 

100

 


 
 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

33. Subsequent events

 

(i)      First Debentures Placement of the subsidiary Tenda

 

On April 17, 2014, the totality of the debenture holders of the First Placement  of subsidiary Tenda unanimously approved without any exception (a) the change in the maturity schedule of this placement to the following amounts and due dates: (i) R$10,000 on April 1, 2014, (ii) R$10,000 on October 1, 2014, (iii) R$80,000 on April 1, 2015, (iv) R$100,000 on October 1, 2015, (v) R$100,000 on April 1, 2016, (vi) R$100,000 on October 1, 2016; (b) reduction in the Guaranteed Percentage to 130% of Eligible Receivables; (c) reduction to three (3) months the period for retaining the amounts in the Centralized Account previous to the maturity of each amortization and/or interest installment; (d) change in the definition of associate credit (“crédito associativo”), a government real estate finance aid, of the Indenture (e) permission for cancelling the restriction of Receivables in case of guarantee surplus; (f) exclusion of the possibility of early redemption and/or early amortization of Debentures.

 

(ii)     Funds held in trust by third parties

 

On April 1, 2014, the Company made the payment of the tenth installment of interest and the fourth installment of amortization related to the first debenture placement of the subsidiary Tenda, in the total amount of R$29,354.

 

(iii)    Annual Shareholders’ Meeting

 

On April 25, 2014, the Annual Shareholders’ Meeting of the Company was held, in which the following main resolutions were taken: (i) approval of the financial statements for the year ended December 31, 2013; (ii) allocation of the net income for the year ended December 31, 2013 and dividend distribution; (iii) the number of members who shall compose the Board of Directors of the Company and their election; (iv) the aggregate compensation amount to be distributed among the management and Fiscal Council members, and (v) election of members to the Fiscal Council.

.

101

 


 
 

(A free translation from the original in Portuguese into English)

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

Comments on Company’s Business projections

 

OUTLOOK

First quarter launches totaled R$535.4 million, a 172% increase compared to 1Q13. The result represented 23% of the mid-point of the 2014 guidance range. Gafisa segment accounted for 66% of launches and Tenda represented the remaining 34%.

 

Table 1. Guidance - Launches (2014E)

 

Guidance

(2014E)

Actual Figures
1Q14A

1Q14A / Mid-point of Guidance

Consolidated Launches

R$2.1 – R$2.5 bi

535.4 million

23%

Breakdown by Brand

 

 

 

Gafisa Launches

R$1.5 – R$1.7 bi

353.9 million

22%

Tenda Launches

R$600 – R$800 mn

181.4 million

26%

 

With the completion of the sale of the Alphaville stake in 2013, the Company entered 2014 with a solid liquidity position. As reported in this release, the Company`s Net Debt/Equity ratio reached 44.9% at the end of 1Q14. Given this result, and considering the Company's business plan for 2014, the Company expects leverage to remain between 55% - 65%, as measured by the Net Debt/Equity ratio.

 

Table 2. Guidance - Leverage (2014E)

 

Guidance

(2014E)

Actual Figures
1Q14

1Q14 / Mid-point of Guidance

Consolidated Data

55% - 65% Net Debt / Equity

44.9%

-

 

The Company is also providing guidance on its administrative structure. Administrative expenses as a percentage of launch volumes for the Gafisa segment is expected to reach 7.5% in 2014. Tenda has no guidance for this indicator for 2014, although for 2015 the Company expects the ratio to reach 7.0%.

 

Table 3. Guidance - Administrative Expenses / Launches Volume (2014E)

 

Guidance

(2014E)

Actual Figures
1Q14

1Q14 / Mid-point of Guidance

Gafisa

7.5%

9.2%

 

Tenda

Not Applicable

-

 

 

Table 4. Guidance Administrative Expenses / Launches Volume (2015E)

 

Guidance

(2015E)

 

Gafisa

7.5%

 

Tenda

7.0%

 

 

Finally, the Company defined as a benchmark for profitability the Return on Capital Employed (ROCE), and we expect that in the next three year period, this ratio shall be between 14% - 16% for both the Tenda and Gafisa segments.

 

Table 5. Guidance – Return on Capital Employed (3 years)

 

Guidance

(3 years)

 

Gafisa

14% - 16%

 

Tenda

14% - 16%

 

 

102

 


 
 

(A free translation from the original in Portuguese into English)

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

Other information deemed relevant by the Company

 

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

 

 

3/31/2014

 

Common shares

Shareholder

 

Shares

%

Treasury shares

33,999,486

7.81

Polo

30,472,246

7.00

FUNCEF – Fundação dos Economiários Federais

23,835,800

5.47

Skagen Global

22,265,026

5.11

Orbis

22,228,676

5.10

Outstanding shares

302,757,967

69.51

Total shares

435,559,201

100.00%

 

 

3/31/2013

 

Common shares

Shareholder

 

Shares

%

Treasury shares

 

1,599,486

0.37

FUNCEF – Fundação dos Economiários Federais

23,835,800

5.50

Outstanding shares

407,774,493

94.12

Total shares

433,229,779

100.00%

 

 

103

 


 
 

(A free translation from the original in Portuguese into English)

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

Other information deemed relevant by the Company

 

2.   SHARES HELD BY PARENT COMPANIES, MANAGEMENT AND BOARD

 

3/31/2014

Common shares

Shares

%

Shareholders holding effective control of the Company

 

 

Board of Directors

670,558

0.15

Executive directors

2,959,426

0.68

Fiscal council

20

-

Executive control, board members, officers and fiscal council

3,630,004

0.83

Treasury shares

33,999,486

7.81

Outstanding shares in the market (*)

397,929,711

91.36

Total shares

435,559,201

100.00%

 

3/31/2013

Common shares

Shares

%

Shareholders holding effective control of the Company

-

-

Board of Directors

383,313

0.09

Executive directors

1,120,722

0.26

Fiscal council

-

-

Executive control, board members, officers and fiscal council

1,504,035

0.35

Treasury shares

1,599,486

0.37

Outstanding shares in the market (*)

430,126,258

99.28

Total shares

433,229,779

100.00%

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

 

 

104

 


 
 

(A free translation from the original in Portuguese into English)

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

Other relevant information

 

3 – COMMITMENT CLAUSE

 

The Company, its shareholders, directors and board members undertake to settle, through arbitration, any and all disputes or controversies that may arise between them, related to or originating from, particularly, the application, validity, effectiveness, interpretation, breach and the effects thereof, of the provisions of Law No. 6404/76, the Company's By-Laws, rules determined by the Brazilian Monetary Council (CMN), by the Central Bank of Brazil and by the Brazilian Securities Commission (CVM), as well as the other rules that apply to the operation of the capital market in general, in addition to those established in the New Market Listing Regulation, Participation in the New Market Contract and in the Arbitration Regulation of the Chamber of Market Arbitration.

 

105

 


 
 

(A free translation from the original in Portuguese into English)

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

Reports and statements \ Management statement of interim financial information

 

 

Management statement of interim financial information

 

STATEMENT

 

Gafisa S.A. management, CNPJ 01.545.826/0001-07, located at Av. Nações Unidas, 8501, 19th floor, Pinheiros, São Paulo, states as per article 25 of CVM Instruction 480 issued in December 07, 2009:

 

i)    Management has reviewed, discussed and agreed with the auditor’s conclusion expressed on the report on review interim financial Information for the period ended March 31, 2014; and

 

ii)   Management has reviewed and agreed with the interim information for the period ended March 31, 2014.

 

Sao Paulo, May 9th, 2014

 

GAFISA S.A.

 

Management

 

 

 

106

 


 
 

(A free translation from the original in Portuguese into English)

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

March 31, 2014

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

 

Reports and Statements \

Management statement on the report on review of interim financial information

 

 

Management Statement on the Review Report

 

STATEMENT

 

Gafisa S.A. management, CNPJ 01.545.826/0001-07, located at Av. Nações Unidas, 8501, 19th floor, Pinheiros, São Paulo, states as per article 25 of CVM Instruction 480 issued in December 07, 2009:

 

i)    Management has reviewed, discussed and agreed with the auditor’s conclusion expressed on the report on review interim financial Information for the period ended March 31, 2014; and

 

ii)   Management has reviewed and agreed with the interim information for the period ended March 31, 2014.

 

Sao Paulo, May 9th, 2014

 

GAFISA S.A.

 

Management

 

 

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SIGNATURE

 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 22, 2014
 
Gafisa S.A.
 
By:
/s/ Alceu Duílio Calciolari

 
Name:   Alceu Duílio Calciolari
Title:     Chief Executive Officer