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 June 30, 2014 (A free translation of the original report in Portuguese as published in
|
|
Report on the review of quarterly information - ITR
To the Shareholders, Board of Directors and Officers
Gafisa S.A.
São Paulo, SP
We have reviewed the accompanying individual and consolidated interim financial information of Gafisa S.A. (“Company”), identified as Company and Consolidated, respectively, contained in the Quarterly Information (ITR) for the quarter ended June 30, 2014, which comprises the balance sheet as at June 30, 2014 and the respective statement of operations and statement of comprehensive income (loss) for the quarter and six-month period then ended, and the statement of changes in equity and statement of cash flows for the six-month period then ended, including explanatory notes.
The Company’s management is responsible for the preparation of individual interim financial information in accordance with the Technical Pronouncement of the Brazilian FASB (CPC) 21 – Interim Financial Reporting and the consolidated interim financial information in accordance with CPC 21 (R1) and IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB) which considers the Technical Orientation - OCPC 04 - Application of the Technical Interpretation ICPC 02 to the Brazilian Real Estate Development Entities, edited by the Brazilian FASB (CPC) and approved by the Brazilian Securities Commission (CVM) and the Brazilian Federal Accounting Council (CFC), as well as for the presentation of these information in compliance with the rules issued by the CVM, applicable to the preparation of Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review according to the Brazilian and international review standards of interim financial information (NBC TR 2410 – Review of Interim Financial Information Performed by the Auditor of the Entity, and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of inquiries, mainly of the people responsible for the financial and accounting matters, and the application of analytical and other review procedures. The scope of a review is significantly narrower than that of an audit conducted in accordance with audit standards and, accordingly, it did not permit us to obtain assurance that we took notice of all significant matters that could have been raised in an audit. Therefore, we did not express an audit opinion.
Conclusion from the individual and consolidated interim financial information prepared in accordance with CPC 21 (R1)
Based on our review, we are not aware of any fact that makes us believe that the individual and consolidated interim financial information included in the Quarterly Information referred to above was not prepared, in all material respects, in accordance with CPC 21 (R1) applicable to the preparation of Quarterly Information (ITR), and presented in compliance with the rules issued by the CVM.
Conclusion from the consolidated interim information prepared in accordance with IAS 34, which considers the Technical Orientation - OCPC 04 - Application of the Technical Interpretation ICPC 02 to the Brazilian Real Estate Development Entities, edited by the Brazilian FASB (CPC) and approved by the Brazilian Securities Commission (CVM) and the Brazilian Federal Accounting Council (CFC)
Based on our review, we are not aware of any fact that makes us believe that the consolidated interim financial information included in the Quarterly Information referred to above was not prepared, in all material respects, in accordance with IAS 34, which considers the Technical Orientation - OCPC 04 - Application of technical interpretation ICPC02 to the Brazilian Real Estate Development Entities, issued by the Brazilian FASB (CPC) and approved by the Brazilian Securities Commission (CVM) and the Brazilian Federal Accounting Council (CFC) applicable to the preparation of Quarterly Information (ITR), and presented in compliance with the rules issued by the CVM.
Emphasis of matter
As described in Note 2, the individual (Company) and consolidated interim financial information was prepared in accordance with accounting practices adopted in Brazil (CPC21 (R1)). The consolidated interim financial information prepared in accordance with the IFRS applicable to the real estate development entities also considers the Technical Orientation OCPC04, edited by the Brazilian FASB (CPC). This Technical Orientation refers to the revenue recognition of this sector and comprises other matters related to the meaning and adoption of the concept of continuous transfer of the risks, benefits and control over real estate unit sales, as further described in Note 2. Our conclusion is not modified in view of this matter.
Other matters
Statements of value added
We have also reviewed the individual and consolidated statement of value added for the six-month period ended June 30, 2014, prepared under the responsibility of the Company’s management, the presentation of which in the interim financial information is required by the rules of the CVM applicable to Quarterly Information (ITR), and as supplementary information under IFRS, whereby no statement of value added presentation is required. These statements have been subject to the same review procedures previously described and, based on our review, we are not aware of any fact that makes us believe that they were not prepared, in all material respects, according to the individual and consolidated interim financial information taken as a whole.
São Paulo, August 8, 2014
KPMG Auditores Independentes
CRC 2SP014428/O-6
Giuseppe Masi
Accountant CRC 1SP176273/O-7
Company data | |
Capital Composition | 1 |
Individual financial statements | |
Balance sheet - Assets | 2 |
Balance sheet Liabilities | 3 |
Statement of income | 5 |
Statement of comprehensive income (loss) | 6 |
Statement of cash flows | 7 |
Statements of changes in Equity | |
01/01/2014 to 06/30/2014 | 9 |
01/01/2013 to 06/30/2013 | 10 |
Statement of value added | 11 |
Consolidated Financial Statements | |
Balance sheet - Assets | 12 |
Balance sheet Liabilities | 13 |
Statement of income | 15 |
Statement of comprehensive income (loss) | 17 |
Statement of cash flows | 18 |
Statements of changes in Equity | |
01/01/2014 to 06/30/2014 | 20 |
01/01/2013 to 06/30/2013 | 21 |
Statement of value added | 22 |
Comments on performance | 23 |
Notes to interim financial information | 60 |
Comments on Company s Business Projections | 113 |
Other information deemed relevant by the Company | 114 |
Reports and statements | |
Report on review of interim financial information | 117 |
Management statement of interim financial information | 120 |
Management statement on the report on review of interim financial information | 121 |
COMPANY DATA / CAPITAL COMPOSITION
Number of Shares
(in thousands) |
CURRENT QUARTER
6/30/2014 |
Paid-in Capital | |
Common |
435,559 |
Preferred |
0 |
Total |
435,559 |
Treasury shares | |
Common |
30,813 |
Preferred |
0 |
Total |
30,813 |
1
INDIVIDUAL FINANCIAL STATEMENTS - BALANCE SHEET - ASSETS (in thousands of Brazilian Reais) |
|||
CODE |
DESCRIPTION |
ACTUAL QUARTER |
PRIOR YEAR |
1 |
Total Assets |
6,385,137 |
6,823,205 |
1.01 |
Current Assets |
2,564,588 |
3,312,510 |
1.01.01 |
Cash and cash equivalents |
19,659 |
39,032 |
1.01.01.01 |
Cash and banks |
10,821 |
11,940 |
1.01.01.02 |
Short-term investments |
8,838 |
27,092 |
1.01.02 |
Short-term investments |
540,359 |
1,241,026 |
1.01.02.01 |
Fair value of short-term investments |
540,359 |
1,241,026 |
1.01.03 |
Accounts receivable |
880,141 |
1,034,833 |
1.01.03.01 |
Trade accounts receivable |
880,141 |
1,034,833 |
1.01.03.01.01 |
Receivables from clients of developments |
867,000 |
1,005,840 |
1.01.03.01.02 |
Receivables from clients of construction and services rendered |
13,141 |
28,993 |
1.01.04 |
Inventories |
870,901 |
780,867 |
1.01.04.01 |
Properties for sale |
870,901 |
780,867 |
1.01.07 |
Prepaid expenses |
15,053 |
21,440 |
1.01.07.01 |
Prepaid expenses and others |
15,053 |
21,440 |
1.01.08 |
Other current assets |
238,475 |
195,312 |
1.01.08.01 |
Non current assets for sale |
7,728 |
7,064 |
1.01.08.03 |
Others |
230,747 |
188,248 |
1.01.08.03.01 |
Others accounts receivable and others |
7,547 |
15,749 |
1.01.08.03.02 |
Derivative financial instruments |
475 |
183 |
1.01.08.03.03 |
Receivables from related parties |
222,725 |
172,316 |
1.02 |
Non current assets |
3,820,549 |
3,510,695 |
1.02.01 |
Non current assets |
847,182 |
772,600 |
1.02.01.03 |
Accounts receivable |
228,446 |
182,069 |
1.02.01.03.01 |
Receivables from clients of developments |
228,446 |
182,069 |
1.02.01.04 |
Inventories |
354,349 |
337,265 |
1.02.01.06 |
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 |
215,288 |
204,167 |
1.02.01.09.03 |
Others accounts receivable and others |
112,342 |
105,895 |
1.02.01.09.04 |
Receivables from related parties |
102,946 |
98,272 |
1.02.02 |
Investments |
2,913,746 |
2,679,833 |
1.02.02.01 |
Interest in associates and affiliates |
2,799,025 |
2,559,393 |
1.02.02.01.02 |
Interest in subsidiaries |
2,799,025 |
2,468,337 |
1.02.02.01.04 |
Other investments |
- |
91,056 |
1.02.02.02 |
Interest in subsidiaries |
114,721 |
120,440 |
1.02.02.02.01 |
Interest in subsidiaries - goodwill |
114,721 |
120,440 |
1.02.03 |
Property and equipment |
19,120 |
12,239 |
1.02.03.01 |
Operation property and equipment |
19,120 |
12,239 |
1.02.04 |
Intangible assets |
40,501 |
46,023 |
1.02.04.01 |
Intangible assets |
40,501 |
46,023 |
2
INDIVIDUAL FINANCIAL STATEMENTS - BALANCE SHEET - LIABILITIES AND EQUITY (in thousands of Brazilian Reais) | |||
CODE |
DESCRIPTION |
ACTUAL QUARTER |
PRIOR YEAR |
2 |
Total Liabilities |
6,385,137 |
6,823,205 |
2.01 |
Current liabilities |
1,895,246 |
1,925,787 |
2.01.01 |
Social and labor obligations |
33,239 |
59,330 |
2.01.01.02 |
Labor obligations |
33,239 |
59,330 |
2.01.01.02.01 |
Salaries, payroll charges and profit sharing |
33,239 |
59,330 |
2.01.02 |
Suppliers |
44,375 |
51,415 |
2.01.02.01 |
Local suppliers |
44,375 |
51,415 |
2.01.03 |
Tax obligations |
30,840 |
115,775 |
2.01.03.01 |
Federal tax obligations |
30,840 |
115,775 |
2.01.04 |
Loans and financing |
758,863 |
730,318 |
2.01.04.01 |
Loans and financing |
504,397 |
376,047 |
2.01.04.02 |
Debentures |
254,466 |
354,271 |
2.01.05 |
Others obligations |
940,241 |
896,830 |
2.01.05.01 |
Payables to related parties |
514,052 |
202,175 |
2.01.05.02 |
Others |
426,189 |
694,655 |
2.01.05.02.01 |
Declared dividends |
32,945 |
150,067 |
2.01.05.02.04 |
Obligations for purchase of real estate and advances from customers |
248,633 |
284,366 |
2.01.05.02.05 |
Other obligations |
109,353 |
101,296 |
2.01.05.02.06 |
Payables to venture partners |
7,297 |
108,742 |
2.01.05.02.07 |
Obligations assumed on the assignment of receivables |
27,961 |
50,184 |
2.01.06 |
Provisions |
87,688 |
72,119 |
2.01.06.01 |
Tax, labor and civel lawsuits |
87,688 |
72,119 |
2.01.06.01.01 |
Tax lawsuits |
218 |
255 |
2.01.06.01.02 |
Labor lawsuits |
36,406 |
23,876 |
2.01.06.01.04 |
Civel lawsuits |
51,064 |
47,988 |
2.02 |
Non current liabilities |
1,373,709 |
1,706,694 |
2.02.01 |
Loans and financing |
1,208,021 |
1,530,523 |
2.02.01.01 |
Loans and financing |
625,513 |
873,137 |
2.02.01.01.01 |
Loans and financing in local currency |
625,513 |
873,137 |
2.02.01.02 |
Debentures |
582,508 |
657,386 |
2.02.02 |
Others obligations |
97,943 |
108,691 |
2.02.02.02 |
Others |
97,943 |
108,691 |
2.02.02.02.03 |
Obligations for purchase of real estate and advances from customers |
37,276 |
35,729 |
2.02.02.02.04 |
Other liabilities |
35,961 |
38,151 |
2.02.02.02.05 |
Payables to venture partners |
7,145 |
10,794 |
2.02.02.02.06 |
Obligations assumed on the assignment of receivables |
17,561 |
24,017 |
2.02.04 |
Provisions |
67,745 |
67,480 |
2.02.04.01 |
Tax, labor and civel lawsuits |
67,745 |
67,480 |
2.02.04.01.04 |
Civel lawsuits |
67,745 |
67,480 |
2.03 |
Equity |
3,116,182 |
3,190,724 |
2.03.01 |
Capital |
2,740,662 |
2,740,662 |
2.03.02 |
Capital Reserves |
-52,589 |
-18,687 |
3
INDIVIDUAL FINANCIAL STATEMENTS - BALANCE SHEET - LIABILITIES AND EQUITY (in thousands of Brazilian Reais) | |||
CODE |
DESCRIPTION |
ACTUAL QUARTER |
PRIOR YEAR |
2.03.02.04 |
Granted options |
136,143 |
125,600 |
2.03.02.05 |
Treasury shares |
-110,945 |
-73,070 |
2.03.02.07 |
Reserve for expenditures with public offering |
-71,217 |
-71,217 |
2.03.02.08 |
Income from treasury shares' transfer |
-6,570 |
- |
2.03.04 |
Income Reserve |
468,749 |
468,749 |
2.03.04.01 |
Legal Reserve |
31,593 |
31,593 |
2.03.04.02 |
Statutory Reserve |
437,156 |
437,156 |
2.03.05 |
Accumulated losses/profit |
-40,640 |
- |
4
INDIVIDUAL FINANCIAL STATEMENTS - INCOME - (in thousands of Brazilian Reais) |
|||||
CODE |
DESCRIPTION |
ACTUAL QUARTER |
YEAR TO DATE 01/01/2014 to 06/30/2014 |
SAME QUARTER FROM PREVIOUS YEAR 04/01/2014 to 06/30/2014 |
YEAR TO DATE FROM PREVIOUS YEAR 01/01/2013 to 06/30/2013 |
3.01 |
Gross Sales and/or Services |
280,968 |
517,078 |
297,500 |
599,767 |
3.02 |
Cost of sales and/or services |
-186,605 |
-352,012 |
-194,200 |
-428,712 |
3.02.01 |
Cost of real estate development |
-186,605 |
-352,012 |
-194,200 |
-428,712 |
3.03 |
Gross profit |
94,363 |
165,066 |
103,300 |
171,055 |
3.04 |
Operating expenses/income |
-86,193 |
-186,646 |
-97,216 |
-196,541 |
3.04.01 |
Selling expenses |
-22,348 |
-38,304 |
-33,006 |
-61,555 |
3.04.02 |
General and administrative expenses |
-31,085 |
-62,586 |
-30,105 |
-60,479 |
3.04.05 |
Other operating expenses |
-35,870 |
-57,492 |
-24,247 |
-34,470 |
3.04.05.01 |
Depreciation and amortization |
-10,581 |
-20,717 |
-8,317 |
-14,526 |
3.04.05.02 |
Other operating expenses |
-25,289 |
-36,775 |
-15,930 |
-19,944 |
3.04.06 |
Equity pick-up |
3,110 |
-28,264 |
-9,858 |
-40,037 |
3.05 |
Income (loss) before financial results and income taxes |
8,170 |
-21,580 |
6,084 |
-25,486 |
3.06 |
Financial |
-6,662 |
-14,133 |
-35,537 |
-77,650 |
3.06.01 |
Financial income |
22,002 |
51,637 |
7,998 |
15,204 |
3.06.02 |
Financial expenses |
-28,664 |
-65,770 |
-43,535 |
-92,854 |
3.07 |
Income before income taxes |
1,508 |
-35,713 |
-29,453 |
-103,136 |
3.08 |
Income and social contribution taxes |
-2,359 |
-4,927 |
- |
- |
3.08.01 |
Current |
-2,359 |
-4,927 |
- |
- |
3.09 |
Income (loss) from continuing operation |
-851 |
-40,640 |
-29,453 |
-103,136 |
3.10 |
Income (loss) from discontinuing operation |
- |
- |
15,309 |
33,519 |
3.10.01 |
Income (loss) from discontinuing operation |
- |
- |
15,309 |
33,519 |
3.11 |
Income (loss) for the period |
-851 |
-40,640 |
-14,144 |
-69,617 |
3.99.01.01 |
ON |
-0.00210 |
-0.1002 |
-0.0329 |
-0.1622 |
3.99.02.01 |
ON |
-0.00210 |
-0.1002 |
-0.0329 |
-0.1622 |
5
INDIVIDUAL FINANCIAL STATEMENTS - COMPREHENSIVE INCOME (LOSS) - (in thousands of Brazilian Reais) | |||||
CODE |
DESCRIPTION |
ACTUAL QUARTER 04/01/2014 to 06/30/2014 |
YEAR TO DATE 01/01/2014 to 06/30/2014 |
EQUAL QUARTER FROM PREVIOUS YEAR 04/01/2014 to 06/30/2014 |
YEAR TO DATE FROM PREVIOUS YEAR 01/01/2013 to 06/30/2013 |
4.01 |
Income (loss) for the period |
-851 |
-40,640 |
-14,144 |
-69,617 |
4.03 |
Comprehensive income (loss) for the period |
-851 |
-40,640 |
-14,144 |
-69,617 |
6
INDIVIDUAL FINANCIAL STATEMENTS - CASH FLOWS - INDIRECT METHOD - (in thousands of Brazilian Reais) | |||
CODE |
DESCRIPTION |
YEAR TO DATE 01/01/2014 to 06/30/2014 |
YEAR TO DATE FROM PREVIOUS YEAR 01/01/2013 to 06/30/2013 |
6.01 |
Net cash from operating activities |
-144,334 |
70,964 |
6.01.01 |
Cash generated in the operations |
114,027 |
5,556 |
6.01.01.01 |
Loss before income and social contribution taxes |
-35,713 |
-103,136 |
6.01.01.02 |
Stock options expenses |
24,379 |
9,480 |
6.01.01.03 |
Unrealized interest and finance charges, net |
42,070 |
7,469 |
6.01.01.04 |
Depreciation and amortization |
20,717 |
14,526 |
6.01.01.05 |
Decrease of permanent assets |
246 |
1,761 |
6.01.01.06 |
Provision for legal claims |
26,272 |
15,476 |
6.01.01.07 |
Warranty provision |
-8,000 |
-2,380 |
6.01.01.08 |
Provision for profit sharing |
7,142 |
9,799 |
6.01.01.09 |
Allowance for doubtful accounts |
312 |
-9 |
6.01.01.10 |
Provision for realization of non-financial assets – properties for sale |
- |
-393 |
6.01.01.11 |
Provision for penalties due to delay in construction works |
1,883 |
-1,876 |
6.01.01.12 |
Financial instruments |
-245 |
5,689 |
6.01.01.13 |
Equity pick-up |
28,264 |
40,037 |
6.01.01.14 |
Provision for realization of non-financial assets – intangible |
- |
2,413 |
6.01.01.15 |
Decrease of investing |
6,700 |
6,700 |
6.01.02 |
Variation in Assets and Liabilities |
-258,361 |
65,408 |
6.01.02.01 |
Trade accounts receivable |
79,325 |
-117,873 |
6.01.02.02 |
Properties for sale |
-107,782 |
-105,357 |
6.01.02.03 |
Other accounts receivable |
-34,481 |
-7,751 |
6.01.02.04 |
Transactions with related parties |
-5,849 |
235,056 |
6.01.02.05 |
Prepaid expenses |
6,387 |
9,722 |
6.01.02.06 |
Suppliers |
-5,796 |
16,228 |
6.01.02.07 |
Obligations for purchase of land and adv. from customers |
-34,186 |
51,368 |
6.01.02.08 |
Taxes and contributions |
-8,823 |
6,211 |
6.01.02.09 |
Salaries and payable charges |
-33,234 |
-19,071 |
6.01.02.10 |
Other obligations |
-32,883 |
-3,125 |
6.01.02.11 |
Income tax and social contribution payable |
-81,039 |
- |
6.02 |
Net cash from investing activities |
709,593 |
65,938 |
6.02.01 |
Purchase of property and equipment and intangible assets |
-22,322 |
-23,857 |
6.02.02 |
Redemption of short-term investments |
2,030,197 |
932,211 |
6.02.03 |
Purchase of short-term investments |
-1,329,530 |
-845,592 |
6.02.04 |
Increase in investments |
-10,321 |
-3,999 |
6.02.05 |
Received dividends |
41,569 |
7,175 |
6.03 |
Net cash from financing activities |
-584,632 |
-191,090 |
6.03.01 |
Capital increase |
- |
4,863 |
6.03.02 |
Increase in loans, financing and debentures |
250,187 |
423,354 |
6.03.03 |
Payment of loans, financing and debentures |
-586,212 |
-503,802 |
7
INDIVIDUAL FINANCIAL STATEMENTS - CASH FLOWS - INDIRECT METHOD - (in thousands of Brazilian Reais) | |||
CODE |
DESCRIPTION |
YEAR TO DATE 01/01/2014 |
YEAR TO DATE FROM |
6.03.04 |
Obligation with investors |
-105,094 |
-105,110 |
6.03.05 |
Loan transactions with related parties |
-4,674 |
-10,395 |
6.03.06 |
Repurchase of treasury shares |
-28,626 |
- |
6.03.07 |
Alienation of treasury shares |
13,480 |
- |
6.03.08 |
Net result from treasury shares' alienation |
-6,571 |
- |
6.03.09 |
Dividends paid |
-117,122 |
- |
6.05 |
Net decrease of cash and cash equivalents |
-19,373 |
-54,188 |
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 |
19,659 |
41,648 |
8
INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 01/01/2014 TO 06/30/2014 (in thousands of Brazilian reais) |
|||||||
CODE |
DESCRIPTION |
Capital |
Capital reserves, stock options and treasury shares |
Profit reserves |
Retained earnings |
Others comprehensive income |
Total Equity |
5.01 |
Opening balance |
2,740,662 |
-18,687 |
468,749 |
- |
- |
3,190,724 |
5.03 |
Opening adjusted balance |
2,740,662 |
-18,687 |
468,749 |
- |
- |
3,190,724 |
5.04 |
Capital transactions with shareholders |
- |
-33,902 |
- |
- |
- |
-33,902 |
5.04.03 |
Realization of granted options |
- |
10,542 |
- |
- |
- |
10,542 |
5.04.04 |
Acquired treasury shares |
- |
-51,353 |
- |
- |
- |
-51,353 |
5.04.05 |
Sold treasury shares |
- |
6,909 |
- |
- |
- |
6,909 |
5.05 |
Total of comprehensive loss |
- |
- |
- |
-40,640 |
- |
-40,640 |
5.05.01 |
Loss for the period |
- |
- |
- |
-40,640 |
- |
-40,640 |
5.07 |
Closing balance |
2,740,662 |
-52,589 |
468,749 |
-40,640 |
- |
3,116,182 |
9
INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 01/01/2013 TO 06/30/2013 (in thousands of Brazilian reais) |
|||||||
CODE |
DESCRIPTION |
Capital |
Capital reserves, stock options and treasury shares |
Profit reserves |
Retained earnings |
Others comprehensive income |
Total Equity |
5.01 |
Opening balance |
2,735,794 |
35,233 |
- |
-226,523 |
- |
2,544,504 |
5.03 |
Opening adjusted balance |
2,735,794 |
35,233 |
- |
-226,523 |
- |
2,544,504 |
5.04 |
Capital transactions with shareholders |
4,863 |
-30,424 |
- |
- |
- |
-25,561 |
5.04.01 |
Capital increase |
4,863 |
- |
- |
- |
- |
4,863 |
5.04.03 |
Realization of granted options |
- |
9,546 |
- |
- |
- |
9,546 |
5.04.04 |
Acquired treasury shares |
- |
-39,970 |
- |
- |
- |
-39,970 |
5.05 |
Total of comprehensive loss |
- |
- |
- |
-69,617 |
- |
-69,617 |
5.05.01 |
Loss for the period |
- |
- |
- |
-69,617 |
- |
-69,617 |
5.07 |
Closing balance |
2,740,657 |
4,809 |
- |
-296,140 |
- |
2,449,326 |
10
INDIVIDUAL STATEMENT OF VALUE ADDED (in thousands of Brazilian Reais) |
|||
CODE |
DESCRIPTION |
YEAR TO DATE 01/01/2014 |
YEAR TO DATE |
7.01 |
Revenues |
570,419 |
656,770 |
7.01.01 |
Real estate development, sale and services |
570,731 |
656,761 |
7.01.04 |
Allowance for doubtful accounts |
-312 |
9 |
7.02 |
Inputs acquired from third parties |
-343,312 |
-418,095 |
7.02.01 |
Cost of Sales and/or Services |
-308,721 |
-398,468 |
7.02.02 |
Materials, energy, outsourced labor and other |
-34,591 |
-19,627 |
7.03 |
Gross added value |
227,107 |
238,675 |
7.04 |
Retentions |
-20,717 |
-14,526 |
7.04.01 |
Depreciation and amortization |
-20,717 |
-14,526 |
7.05 |
Net added value produced by the Company |
206,390 |
224,149 |
7.06 |
Added value received on transfer |
23,373 |
-24,833 |
7.06.01 |
Equity pick-up |
-28,264 |
-40,037 |
7.06.02 |
Financial income |
51,637 |
15,204 |
7.07 |
Total added value to be distributed |
229,763 |
199,316 |
7.08 |
Added value distribution |
229,763 |
199,316 |
7.08.01 |
Personnel and payroll charges |
85,771 |
76,887 |
7.08.02 |
Taxes and contributions |
71,226 |
68,948 |
7.08.03 |
Compensation – Interest |
113,406 |
123,098 |
7.08.04 |
Compensation – Company capital |
-40,640 |
-69,617 |
7.08.04.03 |
Retained losses |
-40,640 |
-69,617 |
11
CONSOLIDATED FINANCIAL STATEMENTS - BALANCE SHEET - ASSETS (in thousands of Brazilian Reais) | |||
CODE |
DESCRIPTION |
ACTUAL QUARTER |
PRIOR YEAR |
1 |
Total Assets |
7,288,403 |
8,183,030 |
1.01 |
Current Assets |
4,916,988 |
5,679,907 |
1.01.01 |
Cash and cash equivalents |
135,089 |
215,194 |
1.01.01.01 |
Cash and banks |
113,726 |
121,222 |
1.01.01.02 |
Short-term investments |
21,363 |
93,972 |
1.01.02 |
Short-term investments |
1,144,479 |
1,808,969 |
1.01.02.01 |
Fair value of short-term investments |
1,144,479 |
1,808,969 |
1.01.03 |
Accounts receivable |
1,709,718 |
1,909,877 |
1.01.03.01 |
Trade accounts receivable |
1,709,718 |
1,909,877 |
1.01.03.01.01 |
Receivables from clients of developments |
1,675,185 |
1,849,329 |
1.01.03.01.02 |
Receivables from clients of construction and services rendered |
34,533 |
60,548 |
1.01.04 |
Inventories |
1,577,905 |
1,442,019 |
1.01.07 |
Prepaid expenses |
26,223 |
35,188 |
1.01.07.01 |
Prepaid expenses and others |
26,223 |
35,188 |
1.01.08 |
Other current assets |
323,574 |
268,660 |
1.01.08.01 |
Non current assets for sale |
106,311 |
114,847 |
1.01.08.03 |
Others |
217,263 |
153,813 |
1.01.08.03.01 |
Others accounts receivable |
62,135 |
71,083 |
1.01.08.03.02 |
Receivables from related parties |
154,653 |
82,547 |
1.01.08.03.03 |
Derivative financial instruments |
475 |
183 |
1.02 |
Non Current assets |
2,371,415 |
2,503,123 |
1.02.01 |
Non current assets |
1,193,096 |
1,240,322 |
1.02.01.03 |
Accounts receivable |
322,356 |
313,791 |
1.02.01.03.01 |
Receivables from clients of developments |
322,356 |
313,791 |
1.02.01.04 |
Inventories |
578,480 |
652,395 |
1.02.01.09 |
Others non current assets |
292,260 |
274,136 |
1.02.01.09.03 |
Others accounts receivable and others |
149,154 |
137,628 |
1.02.01.09.04 |
Receivables from related parties |
143,106 |
136,508 |
1.02.02 |
Investments |
1,032,662 |
1,120,076 |
1.02.02.01 |
Interest in associates and affiliates |
1,032,662 |
1,120,076 |
1.02.03 |
Property and equipment |
47,453 |
36,385 |
1.02.03.01 |
Operation property and equipment |
47,453 |
36,385 |
1.02.04 |
Intangible assets |
98,204 |
106,340 |
1.02.04.01 |
Intangible assets |
55,124 |
63,260 |
1.02.04.02 |
Goodwill |
43,080 |
43,080 |
1.02.04.02.01 |
Goodwill |
43,080 |
43,080 |
12
CONSOLIDATED FINANCIAL STATEMENTS - BALANCE SHEET - LIABILITIES AND EQUITY (in thousands of Brazilian Reais) | |||
CODE |
DESCRIPTION |
ACTUAL QUARTER |
PRIOR YEAR |
2 |
Total Liabilities |
7,288,403 |
8,183,030 |
2.01 |
Current liabilities |
2,093,894 |
2,683,023 |
2.01.01 |
Social and labor obligations |
66,785 |
96,187 |
2.01.01.02 |
Labor obligations |
66,785 |
96,187 |
2.01.01.02.01 |
Salaries, payroll charges and profit sharing |
66,785 |
96,187 |
2.01.02 |
Suppliers |
76,619 |
79,342 |
2.01.02.01 |
Local suppliers |
76,619 |
79,342 |
2.01.03 |
Tax obligations |
117,728 |
216,625 |
2.01.03.01 |
Federal tax obligations |
117,728 |
216,625 |
2.01.04 |
Loans and financing |
976,336 |
1,154,218 |
2.01.04.01 |
Loans and financing |
622,942 |
590,386 |
2.01.04.01.01 |
In Local Currency |
622,942 |
590,386 |
2.01.04.02 |
Debentures |
353,394 |
563,832 |
2.01.05 |
Others obligations |
768,738 |
1,064,532 |
2.01.05.01 |
Paybales to related parties |
154,742 |
133,678 |
2.01.05.02 |
Others |
613,996 |
930,854 |
2.01.05.02.01 |
Minimum mandatory dividends |
32,945 |
150,067 |
2.01.05.02.04 |
Obligations for purchase of real estate and advances from customers |
364,637 |
408,374 |
2.01.05.02.05 |
Payables to venture partners |
7,517 |
112,886 |
2.01.05.02.06 |
Other obligations |
161,760 |
176,740 |
2.01.05.02.07 |
Obligations assumed on assignment of receivables |
47,137 |
82,787 |
2.01.06 |
Provisions |
87,688 |
72,119 |
2.01.06.01 |
Tax, labor and civel lawsuits |
87,688 |
72,119 |
2.01.06.01.01 |
Tax lawsuits |
218 |
255 |
2.01.06.01.02 |
Labor lawsuits |
36,406 |
23,876 |
2.01.06.01.04 |
Civel lawsuits |
51,064 |
47,988 |
2.02 |
Non current liabilities |
2,056,378 |
2,285,524 |
2.02.01 |
Loans and financing |
1,696,853 |
1,905,310 |
2.02.01.01 |
Loans and financing |
814,345 |
1,047,924 |
2.02.01.01.01 |
Loans and financing in local currency |
814,345 |
1,047,924 |
2.02.01.02 |
Debentures |
882,508 |
857,386 |
2.02.02 |
Other obligations |
170,687 |
197,753 |
2.02.02.02 |
Others |
170,687 |
197,753 |
2.02.02.02.03 |
Obligations for purchase of real estate and advances from customers |
70,158 |
79,975 |
2.02.02.02.04 |
Other obligations |
64,066 |
69,874 |
2.02.02.02.05 |
Payables to venture partners |
7,145 |
10,794 |
2.02.02.02.06 |
Obligations assumed on assignment of receivables |
29,318 |
37,110 |
2.02.03 |
Deferred taxes |
55,310 |
56,652 |
2.02.03.01 |
Deferred income tax and social contribution |
55,310 |
56,652 |
2.02.04 |
Provisions |
133,528 |
125,809 |
13
CONSOLIDATED FINANCIAL STATEMENTS - BALANCE SHEET - LIABILITIES AND EQUITY (in thousands of Brazilian Reais) | |||
CODE |
DESCRIPTION |
ACTUAL QUARTER |
PRIOR YEAR |
2.02.04.01 |
Tax, labor and civel lawsuits |
133,528 |
125,809 |
2.02.04.01.01 |
Tax lawsuits |
1,419 |
1,336 |
2.02.04.01.02 |
Labor lawsuits |
32,232 |
31,748 |
2.02.04.01.04 |
Civel lawsuits |
99,877 |
92,725 |
2.03 |
Equity |
3,138,131 |
3,214,483 |
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 |
-52,589 |
-18,687 |
2.03.02.04 |
Granted options |
136,143 |
125,600 |
2.03.02.05 |
Treasury shares |
-110,945 |
-73,070 |
2.03.02.07 |
Reserve for expenditures with public offering |
-71,217 |
-71,217 |
2.03.02.08 |
Income from treasury shares' transfer |
-6,570 |
- |
2.03.04 |
Income Reserve |
468,749 |
468,749 |
2.03.04.01 |
Legal Reserve |
31,593 |
31,593 |
2.03.04.02 |
Statutory Reserve |
437,156 |
437,156 |
2.03.05 |
Retained earnings/accumulated losses |
-40,640 |
- |
2.03.09 |
Non-controlling interest |
21,949 |
23,759 |
14
CONSOLIDATED FINANCIAL STATEMENTS - INCOME - (in thousands of Brazilian Reais) |
|||||
CODE |
DESCRIPTION |
ACTUAL QUARTER 04/01/2014 to 06/30/2014 |
YEAR TO DATE 01/01/2014 to 06/30/2014 |
SAME QUARTER FROM PREVIOUS YEAR 04/01/2014 to 06/30/2014 |
YEAR TO DATE FROM PREVIOUS YEAR 01/01/2013 to 06/30/2013 |
3.01 |
Net Sales and/or Services |
574,830 |
1,007,531 |
640,864 |
1,148,414 |
3.02 |
Cost of sales and/or services |
-409,926 |
-745,279 |
-497,066 |
-926,471 |
3.02.01 |
Cost of real estate development |
-409,926 |
-745,279 |
-497,066 |
-926,471 |
3.03 |
Gross profit |
164,904 |
262,252 |
143,798 |
221,943 |
3.04 |
Operating expenses/income |
-152,215 |
-275,447 |
-144,430 |
-250,762 |
3.04.01 |
Selling expenses |
-43,093 |
-73,875 |
-60,407 |
-115,627 |
3.04.02 |
General and administrative expenses |
-56,418 |
-107,837 |
-49,599 |
-102,604 |
3.04.05 |
Other operating expenses |
-55,296 |
-95,310 |
-19,936 |
-36,162 |
3.04.05.01 |
Depreciation and amortization |
-15,977 |
-29,999 |
-11,022 |
-20,431 |
3.04.05.02 |
Other operating expenses |
-39,319 |
-65,311 |
-8,914 |
-15,731 |
3.04.06 |
Equity pick-up |
2,592 |
1,575 |
-14,488 |
3,631 |
3.05 |
Income (loss) before financial results and income taxes |
12,689 |
-13,195 |
-632 |
-28,819 |
3.06 |
Financial |
-3,072 |
-10,986 |
-33,662 |
-82,827 |
3.06.01 |
Financial income |
37,965 |
82,161 |
16,757 |
35,688 |
3.06.02 |
Financial expenses |
-41,037 |
-93,147 |
-50,419 |
-118,515 |
3.07 |
Income before income taxes |
9,617 |
-24,181 |
-34,294 |
-111,646 |
3.08 |
Income and social contribution taxes |
-11,672 |
-18,269 |
-6,992 |
-13,429 |
3.08.01 |
Current |
-9,810 |
-16,874 |
-5,202 |
-9,165 |
3.08.02 |
Deferred |
-1,862 |
-1,395 |
-1,790 |
-4,264 |
3.09 |
Income (loss) from continuing operation |
-2,055 |
-42,450 |
-41,286 |
-125,075 |
3.10 |
Income (loss) from discontinuing operation |
- |
- |
42,473 |
80,765 |
3.10.01 |
Income (loss) from discontinuing operation |
- |
- |
42,473 |
80,765 |
3.11 |
Income (loss) for the period |
-2,055 |
-42,450 |
1,187 |
-44,310 |
3.11.01 |
Income (loss) attributable to the Company |
-851 |
-40,640 |
-14,144 |
-69,617 |
15
CONSOLIDATED FINANCIAL STATEMENTS - INCOME - (in thousands of Brazilian Reais) | |||||
CODE |
DESCRIPTION |
ACTUAL QUARTER 04/01/2014 to 06/30/2014 |
YEAR TO DATE 01/01/2014 to 06/30/2014 |
SAME QUARTER FROM PREVIOUS YEAR 04/01/2014 to 06/30/2014 |
YEAR TO DATE FROM PREVIOUS YEAR 01/01/2013 to 06/30/2013 |
3.11.02 |
Net income attributable to non-controlling interests |
-1,204 |
-1,810 |
15,331 |
25,307 |
3.99.01.01 |
ON |
-0.00210 |
-0.1002 |
-0.0329 |
-0.1622 |
3.99.02.01 |
ON |
-0.00210 |
-0.1002 |
-0.0329 |
-0.1622 |
16
CONSOLIDATED FINANCIAL STATEMENTS - COMPREHENSIVE INCOME (LOSS) - (in thousands of Brazilian Reais) |
|||||
CODE |
DESCRIPTION |
ACTUAL QUARTER 04/01/2014 to 06/30/2014 |
YEAR TO DATE 01/01/2014 to 06/30/2014 |
SAME QUARTER FROM PREVIOUS YEAR 04/01/2014 to 06/30/2014 |
YEAR TO DATE FROM PREVIOUS YEAR 01/01/2013 to 06/30/2013 |
4.01 |
Income (loss) for the period |
-2,055 |
-42,450 |
1,187 |
-44,310 |
4.03 |
Consolidated comprehensive income (loss) for the period |
-2,055 |
-42,450 |
1,187 |
-44,310 |
4.03.01 |
Income (loss) attributable to Gafisa |
-851 |
-40,640 |
-14,144 |
-69,617 |
4.03.02 |
Net income attributable to the noncontrolling interests |
-1,204 |
-1,810 |
15,331 |
25,307 |
17
CONSOLIDATED FINANCIAL STATEMENTS - CASH FLOWS - INDIRECT METHOD - (in thousands of Brazilian Reais) | |||
CODE |
DESCRIPTION |
YEAR TO DATE 01/01/2014 to 06/30/2014 |
YEAR TO DATE FROM PREVIOUS YEAR 01/01/2013 to 06/30/2013 |
6.01 |
Net cash from operating activities |
-40,042 |
-41,174 |
6.01.01 |
Cash generated in the operations |
154,886 |
-40,247 |
6.01.01.01 |
Loss before income and social contribution taxes |
-24,181 |
-111,646 |
6.01.01.02 |
Stock options expenses |
24,405 |
9,545 |
6.01.01.03 |
Unrealized interest and finance charges, net |
70,624 |
19,424 |
6.01.01.04 |
Depreciation and amortization |
29,999 |
20,431 |
6.01.01.05 |
Write-off of property and equipment, net |
2,197 |
5,186 |
6.01.01.06 |
Provision for legal claims |
51,796 |
15,238 |
6.01.01.07 |
Warranty provision |
-10,957 |
-2,440 |
6.01.01.08 |
Provision for profit sharing |
16,425 |
17,427 |
6.01.01.09 |
Allowance for doubtful accounts |
-3,306 |
-2,965 |
6.01.01.10 |
Provision for realization of non-financial assets – properties for sale |
379 |
-924 |
6.01.01.11 |
Provision for penalties due to delay in construction works |
-675 |
-12,098 |
6.01.01.12 |
Financial instruments |
-245 |
5,700 |
6.01.01.13 |
Equity pick-up |
-1,575 |
-3,631 |
6.01.01.14 |
Provision for realization of non-financial assets – intangible |
- |
506 |
6.01.02 |
Variation in Assets and Liabilities |
-194,928 |
-927 |
6.01.02.01 |
Trade accounts receivable |
179,022 |
96,826 |
6.01.02.02 |
Properties for sale |
-81,378 |
-127,903 |
6.01.02.03 |
Other accounts receivable |
-2,398 |
-23,073 |
6.01.02.04 |
Transactions with related parties |
-51,270 |
-13,697 |
6.01.02.05 |
Prepaid expenses |
8,964 |
13,890 |
6.01.02.06 |
Suppliers |
-1,479 |
13,537 |
6.01.02.07 |
Obligations for purchase of land and adv. from customers |
-53,554 |
24,620 |
6.01.02.08 |
Taxes and contributions |
-31,088 |
-17,103 |
6.01.02.09 |
Salaries and payable charges |
-45,826 |
-39,326 |
6.01.02.10 |
Other obligations |
-31,239 |
75,236 |
6.01.02.11 |
Income tax and social contribution paid |
-84,682 |
-3,934 |
6.02 |
Net cash from investing activities |
694,084 |
155,486 |
6.02.01 |
Purchase of property and equipment and intangible assets |
-35,128 |
-37,522 |
6.02.02 |
Redemption of short-term investments |
2,544,749 |
2,641,860 |
6.02.03 |
Short-term investments obtained |
-1,880,258 |
-2,450,241 |
6.02.04 |
Investments increase |
4,420 |
-3,876 |
6.02.05 |
Received dividends |
60,301 |
5,265 |
6.03 |
Net cash from financing activities |
-734,147 |
-69,765 |
6.03.01 |
Capital increase |
- |
4,863 |
6.03.02 |
Loans and financing obtained |
378,913 |
948,313 |
6.03.03 |
Payment of loans and financing |
-835,878 |
-857,622 |
6.03.04 |
Purchase of treasury shares |
-51,353 |
-39,970 |
6.03.05 |
Proceeds from subscription of redeemable equity interest in securitization fund |
- |
-5,089 |
18
CONSOLIDATED FINANCIAL STATEMENTS - CASH FLOWS - INDIRECT METHOD - (in thousands of Brazilian Reais) | |||
CODE |
DESCRIPTION |
YEAR TO DATE 01/01/2014 to 06/30/2014 |
YEAR TO DATE FROM PREVIOUS YEAR 01/01/2013 to 06/30/2013 |
6.03.06 |
Payables to venture partners |
-109,018 |
-108,583 |
6.03.07 |
Loans with related parties |
-6,598 |
-11,677 |
6.03.08 |
Treasury shares |
13,480 |
- |
6.03.09 |
Net result from treasury shares' alienation |
-6,571 |
- |
6.03.10 |
Dividends paid |
-117,122 |
- |
6.05 |
Net increase of cash and cash equivalents |
-80,105 |
44,547 |
6.05.01 |
Cash and cash equivalents at the beginning of the period |
215,194 |
432,202 |
6.05.02 |
Cash and cash equivalents at the end of the period |
135,089 |
476,749 |
19
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 01/01/2014 TO 06/30/2014 (in thousands of Brazilian reais) | |||||||||
CODE |
DESCRIPTION |
Capital |
Capital reserves, stock options and treasury shares |
Profit reserves |
Retained earnings |
Others comprehensive income |
Total Shareholders equity |
Non Controlling interest |
Total equity Consolidated |
5.01 |
Opening balance |
2,740,662 |
-18,687 |
468,749 |
- |
- |
3,190,724 |
23,759 |
3,214,483 |
5.03 |
Opening adjusted balance |
2,740,662 |
-18,687 |
468,749 |
- |
- |
3,190,724 |
23,759 |
3,214,483 |
5.04 |
Capital transactions with shareholders |
- |
-33,902 |
- |
- |
- |
-33,902 |
- |
-33,902 |
5.04.03 |
Realization of granted options |
- |
10,542 |
- |
- |
- |
10,542 |
- |
10,542 |
5.04.04 |
Acquired treasury shares |
- |
-51,353 |
- |
- |
- |
-51,353 |
- |
-51,353 |
5.04.05 |
Sold treasury shares |
- |
6,909 |
- |
- |
- |
6,909 |
- |
6,909 |
5.05 |
Total of comprehensive income (loss) |
- |
- |
- |
-40,640 |
- |
-40,640 |
-1,810 |
-42,450 |
5.05.01 |
Income (loss) for the period |
- |
- |
- |
-40,640 |
- |
-40,640 |
-1,810 |
-42,450 |
5.07 |
Closing balance |
2,740,662 |
-52,589 |
468,749 |
-40,640 |
- |
3,116,182 |
21,949 |
3,138,131 |
20
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 01/01/2013 TO 06/30/2013 (in thousands of Brazilian reais) | |||||||||
CODE |
DESCRIPTION |
Capital |
Capital reserves, stock options and treasury shares |
Profit reserves |
Retained earnings |
Others comprehensive income |
Total Shareholders equity |
Non Controlling interest |
Total equity Consolidated |
5.01 |
Opening balance |
2,735,794 |
35,233 |
- |
-226,523 |
- |
2,544,504 |
150,384 |
2,694,888 |
5.03 |
Opening adjusted balance |
2,735,794 |
35,233 |
- |
-226,523 |
- |
2,544,504 |
150,384 |
2,694,888 |
5.04 |
Capital transactions with shareholders |
4,863 |
-30,424 |
- |
- |
- |
-25,561 |
-6,559 |
-32,120 |
5.04.01 |
Capital increase |
- |
- |
- |
- |
- |
4,863 |
819 |
5,682 |
5.04.03 |
Realization of granted options |
- |
9,546 |
- |
- |
- |
9,546 |
2,687 |
12,233 |
5.04.04 |
Acquired treasury shares |
- |
-39,970 |
- |
- |
- |
-39,970 |
-3,556 |
-43,526 |
5.04.06 |
Dividends |
- |
- |
- |
- |
- |
- |
-6,509 |
-6,509 |
5.05 |
Total of comprehensive income (loss) |
- |
- |
- |
-69,617 |
- |
-69,617 |
25,307 |
-44,310 |
5.05.01 |
Income (loss) for the period |
- |
- |
- |
-69,617 |
- |
-69,617 |
25,307 |
-44,310 |
5.07 |
Closing balance |
2,740,657 |
4,809 |
- |
-296,140 |
- |
2,449,326 |
169,132 |
2,618,458 |
21
CONSOLIDATED STATEMENT OF VALUE ADDED (in thousands of Brazilian Reais) |
|||
CODE |
DESCRIPTION |
YEAR TO DATE 01/01/2014 |
YEAR TO DATE |
7.01 |
Revenues |
1,092,671 |
1,253,023 |
7.01.01 |
Real estate development, sale and services |
1,061,801 |
1,172,116 |
7.01.04 |
Allowance for doubtful accounts |
30,870 |
80,907 |
7.02 |
Inputs acquired from third parties |
-773,089 |
-828,843 |
7.02.01 |
Cost of sales and/or services |
-670,178 |
-856,704 |
7.02.02 |
Materials, energy, outsourced labor and other |
-102,911 |
27,861 |
7.03 |
Gross added value |
319,582 |
424,180 |
7.04 |
Retentions |
-29,999 |
-20,431 |
7.04.01 |
Depreciation and amortization |
-29,999 |
-20,431 |
7.05 |
Net added value produced by the Company |
289,583 |
403,749 |
7.06 |
Added value received on transfer |
83,736 |
39,319 |
7.06.01 |
Equity pick-up |
1,575 |
3,631 |
7.06.02 |
Financial income |
82,161 |
35,688 |
7.07 |
Total added value to be distributed |
373,319 |
443,068 |
7.08 |
Added value distribution |
373,319 |
443,068 |
7.08.01 |
Personnel and payroll charges |
116,138 |
156,633 |
7.08.02 |
Taxes and contributions |
122,220 |
167,770 |
7.08.03 |
Compensation – Interest |
175,601 |
188,282 |
7.08.03.01 |
Interest |
175,601 |
188,282 |
7.08.04 |
Compensation – Company capital |
-40,640 |
-69,617 |
7.08.04.03 |
Retained losses |
-40,640 |
-69,617 |
22
GAFISA RELEASES 2Q14 RESULTS
FOR IMMEDIATE RELEASE
São Paulo, August 08, 2014
Gafisa S.A. (Bovespa: GFSA3; NYSE: GFA), one of Brazil’s leading homebuilders, today reported financial results for the quarter ended June 30, 2014.
MANAGEMENT COMMENTS AND HIGHLIGHTS
We are pleased to report continued improvement in Gafisa and Tenda’s financial results during the second quarter of 2014. In spite of the uncertain economic environment and the impact, at the end of the quarter, of the World Cup in Brazil, the Company was able to report solid operating results, which positively impacted financial performance.
Gafisa’s profitability continues to improve. In the quarter, margins were in line with our expectations and are consistent with the business plan for the year. Adjusted gross margin reached 38.1%, and adjusted EBITDA margin was 20.9%, as a result of our strategy of consolidating operations in the more profitable markets of São Paulo and Rio de Janeiro. In response to the consumer spending environment in Brazil, we are taking a selective approach to product development and closely monitoring the execution process. In the second quarter we launched PSV of R$314.7 million in the Gafisa segment, comprising three projects in São Paulo and Osasco. Pre-sales during the period totaled R$ 251.3 million, reflecting the continued sale of inventory. The speed of sales improved on a sequential basis and was stable year-over-year. In the second quarter, the number of deliveries increased almost three-fold to 1,504 units, compared with 524 units in the 1Q14. The high level of deliveries underpinned the volume of transfers, which reached R$ 442.8 million in the first-half. While the sequential increase in quarterly unit deliveries led to an associated rise in cancellations, the result was lower on a year-over-year basis. The Gafisa segment generated net income of R$ 17.1 million in 2Q14, ending the 1H14 with accumulated income of R$ 14.8 million.
The Tenda segment also performed well. Net pre-sales totaled R$181.7 million, the best quarterly result since the fourth quarter of 2011, which marked the early stage of the turnaround process. The volume of sales cancelations declined 25.5% on a year-over-year basis, reflecting the immediate transfer of sales and the gradual reduction in legacy projects in the portfolio. While the segment’s performance improved in the quarter, sales were nonetheless impacted by the World Cup in Brazil, which reduced in store traffic. The performance of projects launched under the New Model was in line with expectations, due to good sales velocity, fast transfer to financial institutions and tight control over construction costs. In 2Q14, Tenda transferred 1,708 units, representing R$223.7 million in sales. This solid operating performance resulted in a significant improvement in financial results. Adjusted gross income reached R$69.4 million in the first-half, with a margin of 24.5%. The Company expects a sequential improvement in Tenda’s profitability, due to the ongoing streamlining of the segment’s cost and expense structure, the adherence to and strong performance of the New Business Model, and the contribution of a smaller number of underperforming legacy projects.
24
Consolidated launch volumes for the quarter reached R$413.7 million and R$949.1 million in the first-half, while pre-sales were R$433.0 million and R$672.3 million respectively. Adjusted gross profit was R$205.2 million with a margin of 35.7% in the quarter, 7.5 percentage points above that of the previous year. The result underscores the improved operating and financial performance achieved by the two segments in 2Q14. During the first-half, adjusted gross profit was R$337.4 million, with a margin of 33.5%. Adjusted EBITDA was R$89.8 million in 2Q14 and R$116.3 million in 1H14, with an EBITDA margin of 15.6% and 11.5%, respectively.
The Company reported a loss of R$851.0 thousand in the second quarter, as a profit of R$17.1 million in the Gafisa segment was offset by a loss of R$18.0 million in the Tenda segment. In 1H14, the net loss was R$40.6 million.
We would also like to highlight the Company’s operating cash generation in the first half of the year. We ended 2Q14 with operating cash flow of R$39.1 million, totaling R$ 146.1 million in 1H14, as a result of: (i) the Company’s success in transferring units sold to financing agents, with nearly R$851 million transferred in the period; and (ii) greater control over the business cycle. Free cash flow generation in 2Q14 was negative at R$ 1.3 million, while in 1H14, free cash flow was positive at R$19.2 million.
The Net Debt/Equity ratio was 44.9% at the end of June and stable on a sequential basis. Excluding project finance, the Net Debt/Equity ratio was negative 16.9%.
During the second quarter we made further progress in separating the Gafisa and Tenda business units into two independent companies. During the quarter, a number of administrative functions, including Services, Personnel and People Management, among others, were split, and are currently operating independently from an administrative point of view. At the same time, we continue to evaluate the most appropriate capital structure for Gafisa and Tenda.
Looking ahead, we are confident in our business’s prospects, and believe that the measures implemented to date mean we are well-positioned to face future challenges.
Sandro Gamba Rodrigo Osmo
Chief Executive Officer – Gafisa S.A.
Chief Executive Officer – Tenda
25
FINANCIAL RESULTS
▲ Net revenue recognized by the “PoC” method was R$397.9 million in the Gafisa segment and R$176.9 million in the Tenda segment. This resulted in consolidated revenue of R$574.8 million in the second quarter, a reduction of 10.3% compared with the 2Q13, and an increase of 32.8% from the 1Q14. In the 1H14, net revenue reached R$1,007.5 million.
▲ Adjusted gross profit for 2Q14 was R$205.3 million, up from R$180.0 million in 2Q13 and R$132.1 million in the previous quarter. Adjusted gross margin rose to 35.7% versus 28.1% in the prior-year period and 30.5% in the 1Q14. Gafisa’s contribution was an adjusted gross profit of R$151.5 million, with an adjusted margin of 38.1%, while Tenda’s contribution was R$53.8 million, with a margin of 30.4% in 2Q14. In the first half, consolidated adjusted gross profit was R$337.4 million, and adjusted gross margin was 33.5%.
▲ Adjusted EBITDA was R$89.8 million in the 2Q14. The Gafisa segment reported adjusted EBITDA of R$83.4 million, while the Tenda segment’s adjusted EBITDA was negative at R$1.9 million. Please note that consolidated adjusted EBITDA includes Alphaville equity income, while the Gafisa segment’s adjusted EBITDA is net of this effect. At the end of 1H14, consolidated adjusted EBITDA reached R$116.3 million. Consolidated EBITDA margin reached 15.6% in 2Q14 and 11.5% in 1H14.
▲ The Company reported a consolidated net loss of R$851.0 thousand in the second quarter. Gafisa reported a profit of R$17.1 million, while Tenda reported a loss of R$18.0 million. In the 1H14, the net loss reached R$40.6 million.
▲ Operating cash generation reached R$39.1 million in the 2Q14 and R$146.1 million in the 1H14. In the 2Q14, the Company recorded cash burn of R$1.3 million, while in the first half, cash generation was R$19.2 million.
OPERATING RESULTS
▲ Launches totaled R$413.7 million in the 2Q14, compared to R$535.4 million in the 1Q14. In 1H14, R$949.1 million were launched. The Gafisa segment accounted for R$668.7 million across 6 projects, while the Tenda segment launched 6 projects with a total PSV of R$280.5 million.
▲ Consolidated pre-sales totaled R$433.0 million in the 2Q14, compared to R$386.8 million in the 2Q13. In the 1H14, sales reached R$672.4 million, with R$438.9 million in the Gafisa segment and R$233.5 million in the Tenda segment. Consolidated sales from launches in the period (1H14) represented 32% of the total, while sales from inventory comprised the remaining 68%.
▲ Consolidated sales over supply (SoS) reached 12.6% in 2Q14, compared to 7.5% in 1Q14. The result was stable on a year-over-year basis. In the Gafisa segment, SoS was 9.8%, while in the Tenda segment it was 20.8%.
▲ Consolidated inventory at market value increased R$61.9 million on a sequential basis, reaching R$3.0 billion. Gafisa’s inventory reached R$2.3 billion and Tenda’s inventory totaled R$691.4 million.
▲ Throughout the second quarter, the Company delivered 19 projects, totaling 3,689 units, representing R$678.2 million. The Gafisa segment delivered 1,504 units, while the Tenda segment delivered the remaining 2,185 units.
26
ANALYSIS OF RESULTS
Gafisa Segment
Gross Margin Expansion and Reduction in Expenses Benefit EBITDA Margin
The Gafisa segment’s margin has been improving in recent quarters, due to the consolidation of operations in certain markets and the delivery of legacy projects. In the 2Q14, adjusted gross profit increased to R$ 151.5 million, compared to R$ 116.5 million in the previous quarter and R$ 144.6 million in the 2Q13. Accordingly, the adjusted gross margin reached 38.1%, up from 35.7% in the 1Q14. Another highlight is the 14.0% y-o-y reduction in the amount of expenses, despite higher launch volumes in the period. These factors contributed to an increase in EBITDA margin to 20.9% from 16.8% in 1Q14 and 15.3% in the previous year.
Net Income
Net income for the period was R$17.1 million, compared to a loss of R$2.3 million in 1Q14, and profit of R$11.9 million in the year-ago period. Excluding the equity from Alphaville, at R$8.4 million, the Gafisa segment’s net income was positive at R$8.7 million, compared with net income of R$ 1.1 million in 1Q14 and a net loss of R$ 30.6 million in the previous year.
Note that currently Gafisa holds a 30% stake in Alphaville, while in 2Q13 this stake was 80%.
Gafisa Segment (R$ million) |
2Q14 |
1Q14 |
2Q13 |
Adjusted Gross Profit |
151.5 |
116.5 |
144.6 |
Adjusted Gross Margin |
38.1% |
35.7% |
38.7% |
Net Profit |
17.1 |
(2.3) |
11.9 |
Equity income from Alphaville |
8.4 |
(3.4) |
42.5 |
Net Profit Ex-Aphaville |
8.7 |
1.1 |
(30.6) |
Tenda Segment
Significant 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. In the 2Q14, adjusted gross profit increased to R$53.8 million, compared to R$15.6 million in the previous quarter and R$35.4 million in 2Q13. Accordingly, the adjusted gross margin reached 30.4%, compared to a margin of 14.7% in the 1Q14 and 13.3% in 2Q13.
A streamlined cost structure, which better reflects the size of operations, also contributed to the segment’s second quarter results. Selling, general and administrative expenses once again decreased from a year earlier, with a sharp 30.0% reduction in selling expenses, despite higher launch volumes in the period. This was mainly driven by the sale of units through Tenda’s own stores, which is one of the pillars of the new Tenda business model.
Net Income
Second quarter net income was negative at R$18.0 million, compared to a net loss of R$37.5 million in 1Q14, and R$26.0 million in 2Q13.
Tenda Segment (R$ million) |
2Q14 |
1Q14 |
2Q13 |
Adjusted Gross Profit |
53.8 |
15.6 |
35.4 |
Adjusted Gross Margin |
30.4% |
14.7% |
13.3% |
Net Profit |
(18.0) |
(37.5) |
(26.0) |
27
RECENT EVENTS
Share Buyback Program
Regarding the share buyback program in place, on July 25, 2014, the Company had acquired 24 million shares, or around 74% 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 oblige 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. The new program can repurchase the remaining balance of shares.
Change in Tenda Securities Issuer Category
In keeping with the process to separate the Gafisa and Tenda business units, on July 29, 2014 the Company informed the market that the Brazilian Securities and Exchange Commission (CVM) authorized Tenda to change its securities issuer category to Category “A”.
Such conversion is part of the first phase of the process to separate the two segments, which was announced in February. Both Gafisa and Tenda are still working on studies related to separation alternatives and assessing issues relating to capital structure, liquidity, fiscal, tax, legal and corporate aspects, among others.
28
Key Numbers for the Gafisa
Table 1 – Gafisa Segment - Operating and Financial Highlights – (R$000, and % Gafisa)
|
2Q14 |
1Q14 |
Q/Q (%) |
2Q13 |
Y/Y (%) |
Launches |
314,733 |
353,934 |
-11.1% |
215,910 |
45.8% |
Net pre-sales |
251,290 |
187,555 |
34.0% |
216,911 |
15.8% |
Net pre-sales of Launches |
116,334 |
37,915 |
206.8% |
109,909 |
5.8% |
Sales over Supply (SoS) |
9.8% |
7.9% |
190 bps |
9.8% |
0 bps |
Delivered projects (Units) |
1,504 |
524 |
187.0% |
1,642 |
-8.4% |
Net Revenue |
397,907 |
326,750 |
21.8% |
374,360 |
6.3% |
Adjusted Gross Profit¹ |
151,446 |
116,530 |
30.0% |
144,575 |
4.8% |
Adjusted Gross Margin¹ |
38,1% |
35.7% |
240 bps |
38.7% |
-66 bps |
Adjusted EBITDA2 |
83,353 |
54,810 |
52.1% |
57,271 |
59.5% |
Adjusted EBITDA Margin2 |
20.9% |
16.8% |
417 bps |
15.3% |
560 bps |
Net Income (Loss) |
17,132 |
-2,331 |
-835.0% |
11,867 |
44.4% |
Backlog revenues |
1,298,089 |
1,429,230 |
-9.2% |
1,832,247 |
-29.2% |
Backlog results ³ |
470,361 |
526,273 |
-10.6% |
639,307 |
-26.4% |
Backlog margin ³ |
36.2% |
36.8% |
-59 bps |
34.9% |
134 bps |
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 income from Alphaville.
3) Backlog results net of PIS/COFINS taxes – 3.65%, and excluding the impact of PVA (Present Value Adjustment) method according to Law 11,638.
Key Numbers for Tenda
Table 2 – Tenda Segment - Operating and Financial Highlights – (R$000, and % Tenda)
|
2Q14 |
1Q14 |
Q/Q (%) |
2Q13 |
Y/Y (%) |
Launches |
99,011 |
181,445 |
-45.4% |
33,056 |
199.5% |
Net pre-sales |
181,728 |
51,767 |
251.0% |
169,841 |
7.0% |
Net pre-sales of Launches |
42,299 |
20,256 |
108.8% |
68,541 |
-37.8% |
Sales over Supply (SoS) |
20.8% |
6.4% |
1440 bps |
20.0% |
80 bps |
Delivered projects (Units) |
2,185 |
1,272 |
71.8% |
1,731 |
26.2% |
Net Revenue |
176,923 |
105,951 |
67.0% |
266,504 |
-33.6% |
Adjusted Gross Profit¹ |
53,805 |
15,563 |
245.7% |
35,398 |
52.0% |
Adjusted Gross Margin¹ |
30.4% |
14.7% |
1572 bps |
13.3% |
1693 bps |
Adjusted EBITDA2 |
-1,907 |
-24,913 |
-92.3% |
-5,824 |
-67.3% |
Adjusted EBITDA Margin2 |
-1.1% |
-23.5% |
2244 bps |
-2.2% |
111 bps |
Net Income (Loss) |
-17,983 |
-37,460 |
-52.0% |
-26,012 |
-30.9% |
Backlog revenues |
207,912 |
212,031 |
-1.9% |
315,842 |
-34.2% |
Backlog results ³ |
61,563 |
67,482 |
-8.8% |
69,326 |
-11.2% |
Backlog margin ³ |
29.6% |
31.8% |
-222 bps |
21.9% |
766 bps |
1) Adjusted by capitalized interests
2) Adjusted by expenses with stock option plans (non-cash), minority. Tenda does not hold equity in Alphaville.
3) Backlog results net of PIS/COFINS taxes – 3.65%, and excluding the impact of PVA (Present Value Adjustment) method according to Law 11,638.
29
Key Consolidated Numbers
Table 3 - Operating and Financial Highlights – (R$000, and % Company)
|
2Q14 |
1Q14 |
Q/Q (%) |
2Q13 |
Y/Y (%) |
Launches |
413,744 |
535,379 |
-22.7% |
248,966 |
66.2% |
Launches, units |
1,089 |
1,866 |
-41.6% |
609 |
78.8% |
Pre-sales |
433,018 |
239,323 |
80.9% |
386,752 |
12.0% |
Pre-sales, units |
1,628 |
767 |
112.2% |
1,834 |
-11.2% |
Pre-sales of Launches |
158,633 |
58,171 |
172.7% |
153,099 |
3.6% |
Sales over Supply (SoS) |
12.6% |
7.5% |
510 bps |
12.6% |
0 bps |
Delivered projects (PSV) |
678,171 |
557,508 |
21.6% |
636,681 |
6.5% |
Delivered projects, units |
3,689 |
1,796 |
105.4% |
3,373 |
9.4% |
Net Revenue |
574,830 |
432,701 |
32.8% |
640,864 |
-10.3% |
Adjusted Gross Profit1 |
205,261 |
132,093 |
55.4% |
179,972 |
14.1% |
Adjusted Gross Margin¹ |
35.7% |
30.5% |
518 bps |
28.1% |
763 bps |
Adjusted EBITDA ² |
89,838 |
26,470 |
239.4% |
93,921 |
-4.3% |
Adjusted EBITDA Margin ² |
15.6% |
6.1% |
951 bps |
14.7% |
97 bps |
Net Income (Loss) |
-851 |
-39,789 |
-97.9% |
-14,144 |
-94.0% |
Backlog revenues |
1,506,001 |
1,641,262 |
-8.2% |
2,148,090 |
-29.9% |
Backlog results ³ |
531,924 |
593,755 |
-10.4% |
708,634 |
-24.9% |
Backlog margin ³ |
35.3% |
36.2% |
-86 bps |
33.0% |
233 bps |
Net Debt + Investor Obligations |
1,408,283 |
1,403,824 |
0.3% |
2,519,219 |
-44.1% |
Cash and cash equivalents |
1,279,568 |
1,563,226 |
-18.1% |
1,101,160 |
16.2% |
Shareholder’s Equity |
3,116,182 |
3,106,356 |
0.3% |
2,449,326 |
27.2% |
Shareholder’s Equity+ Minority |
3,138,131 |
3,129,509 |
0.3% |
2,618,458 |
19.8% |
Total Assets |
7,288,403 |
7,618,063 |
-4.3% |
8,492,744 |
-14.2% |
(Net Debt + Obligations) / (SE + Minority) |
44.9% |
44.9% |
2 bps |
96.2% |
-5133 bps |
1) Adjusted by capitalized interests
2) Adjusted by expenses with stock option plans (non-cash), minority. Consolidated EBITDA considers the equity income from Alphaville.
3) Backlog results net of PIS/COFINS taxes – 3.65%, and excluding the impact of PVA (Present Value Adjustment) method according to Law 11,638.
30
Update on the Separation Process
Administrative Split and Next Steps
Throughout this quarter, the Company continued to evaluate the potential separation of the Gafisa and Tenda business units.
As previously reported, a separation would be the next step in a comprehensive plan initiated by management to enhance value creation for both business units and its shareholders.
As announced in the first quarter, the Company made some initial progress in splitting Gafisa and Tenda’s administrative structures, so that they can operate independently in the future.
In this quarter, the Company made the following progress:
(1) Effective separation of the following areas: Services, Personnel and Management Center, among others;
(2) Physical separation of business units, with the aforementioned teams established at their respective head offices: Gafisa and Tenda;
(3) Appointment of Felipe Cohen as the new Chief Financial and Investor Relations Officer of Tenda. The appointment marks an additional step in establishing the Tenda business as a standalone entity.
At the same time, the Company continues to evaluate separation alternatives for the two companies.
Among the initiatives and studies being undertaken, we highlight:
(1) Review of relationship with agents potentially linked to the separation process in order to align contractual and operational issues related to the possible separation.;
(2) Amendment with the Brazilian Securities and Exchange Commission (CVM), related to the category of Tenda as an issuer. Since late July 2014, Tenda became registered under Category A.
(3) Continuity of studies regarding the definition of a capital structure, which is appropriate to the business cycle of each company, as well as liquidity, and fiscal, tax, legal, corporate aspects, among others.
Over the coming months, the Company will continue the necessary studies for the separation of Gafisa and Tenda, and will keep its shareholders and the market informed as to the progress and developments of this process.
31
GAFISA SEGMENT
Focuses on residential developments within the upper, upper-middle, and middle-income segments, with average unit prices of R$500,000. |
Operating Results
Launches and Pre-Sales
Second quarter launches totaled R$314.7 million, representing 3 projects/phases located in the cities of São Paulo and Osasco. In the 2Q13, the segment registered R$215.9 million in launches.
The Gafisa segment’s 2Q14 gross pre-sales totaled R$371.2 million. Taking into account a 12.9% y-o-y decline in the volume of dissolutions, 2Q14 net pre-sales increased 15.9% y-o-y to R$251.3 million. The sale of units launched during the quarter represented 38.3% of the total, reaching R$96.3 million. The segment accounted for 76% of consolidated launches.
Table 4. Gafisa Segment – Launches and Pre-sales (R$000)
|
2Q14 |
1Q14 |
Q/Q(%) |
2Q13 |
Y/Y(%) |
Launches |
314,733 |
353,934 |
-11.1% |
215,910 |
45.8% |
Pre-sales |
251,290 |
187,555 |
34.0% |
216,911 |
15.8% |
32
Sales over Supply (SoS)
2Q14 sales velocity increased to 9.8% from 7.9% in 1Q14 and was in line with the previous year. Considering the last 12 months, Gafisa’s SoS ended the 2Q14 at 31.8%.
Dissolutions
The Company has achieved a consistent reduction in the level of dissolutions. Gafisa segment dissolutions decreased 12.9% y-o-y, in keeping with a decline in the level of dissolutions to a more stable level.
Of the 255 Gafisa segment units cancelled and returned to inventory, 57.6% were resold in the same period.
Inventory
In 2Q14, Gafisa maintained its focus on inventory reduction initiatives. Accordingly, inventory represented 62% of total sales in the period. The market value of Gafisa segment inventory reached R$2.3 billion in the 2Q14, as compared to R$2.2 billion in the previous quarter. Finished units outside of core markets accounted for R$220.9 million, or 9.5% of total inventory.
Table 5. Gafisa Segment – Inventory at Market Value (R$000)
|
Inventories BoP 1Q14 |
Launches |
Dissolutions |
Pre-Sales |
Adjusts + Other |
Inventories EoP 2Q14 |
% Q/Q |
São Paulo |
1,381,135 |
314,733 |
94,078 |
(285,129) |
45,702 |
1,550,518 |
12.3% |
Rio de Janeiro |
561,294 |
- |
7,217 |
(32,505) |
14,626 |
550,633 |
-1.9% |
Other Markets |
256,867 |
- |
18,622 |
(53,573) |
(985) |
220,931 |
-14.0% |
Total |
2,199,296 |
314,733 |
119,917 |
(371,207) |
59,342 |
2,322,081 |
5.6% |
During the same period, finished units comprised R$312.9 million, or 13.5% of total inventory. Of this amount, inventory from projects launched outside core markets represented R$180.3 million, as compared to R$196.7 million in 1Q14. The Company has seen an improvement in the sales velocity in these markets over the past few quarters, and believes that between the end of 2015 and beginning of 2016 it will have monetized a relevant portion of its inventory in non-core markets.
33
Table 6. 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 1Q14 |
São Paulo |
280,180 |
130,693 |
944,665 |
102,487 |
92,494 |
1,550,518 |
Rio de Janeiro |
165,088 |
- |
111,138 |
234,240 |
40,166 |
550,633 |
Other Markets |
- |
- |
- |
40,605 |
180,326 |
220,931 |
Total |
445,268 |
130,693 |
1,055,803 |
377,332 |
312,986 |
2,322,081 |
1) Inventory at market value includes projects in partnership. This indicator is not comparable to the accounting inventory, due to the implementation of new accounting practices on behalf of CPCs 18, 19 and 36.
Landbank
Gafisa segment landbank, with a PSV of approximately R$6.1 billion, is comprised of 32 different projects/ phases, amounting to nearly 10.8 thousand units, 77% located in São Paulo and 23% in Rio de Janeiro. The largest portion of land acquired through swap agreements is in Rio de Janeiro, thereby impacting the total amount of land acquired through swaps, which reached 59% in the second quarter.
Table 7. Gafisa Segment- Landbank (R$000)
|
PSV - R$ mm (% Gafisa) |
%Swap |
%Swap |
%Swap |
Potential Units (% Gafisa) |
Potential units (100%) |
São Paulo |
4,736,453 |
43% |
42% |
1% |
9,045 |
9,945 |
Rio de Janeiro |
1,413,300 |
90% |
90% |
0% |
1,725 |
1,728 |
Total |
6,149,753 |
59% |
59% |
0% |
10,770 |
11,673 |
Table 8. Gafisa Segment - Changes in the Landbank (R$000)
|
Initial Landbank |
Land Aquisition |
Launches |
Adjusts |
Final Landbank |
São Paulo |
4,944,213 |
118,375 |
(314,733) |
(11,402) |
4,736,453 |
Rio de Janeiro |
1,414,269 |
- |
- |
(969) |
1,413,300 |
Total |
6,358,482 |
118,375 |
(314,733) |
(12,371) |
6,149,753 |
In 2Q14, the Company acquired new land with potential PSV of R$118.4 million at a cost of R$20.2 million, of which 46.5% was acquired with cash, and 53.5% through swap agreements. In regards to the land acquired in the quarter, about R$2.3 million was disbursed in 2Q14 and approximately another R$7.1 million will be disbursed by the end of the year.
Second quarter adjustments reflect updates related to project scope, expected launch date and inflationary adjustments to landbank during the period.
Gafisa Vendas
During the 2Q14, Gafisa Vendas – the Company’s independent sales unit, with operations in São Paulo and Rio de Janeiro - accounted for 53.6% of gross sales. Gafisa Vendas currently has a team of 410 highly trained, dedicated consultants, combined with an online sales force.
Delivered Projects
During 2Q14, Gafisa delivered 8 projects/phases and 1,504 units.
34
Table 9. Gafisa Segment - Delivered Projects
|
2Q14 |
1Q14 |
Q/Q (%) |
2Q13 |
Y/Y (%) |
PSV Transferred 1 |
210,677 |
232,076 |
-9.2% |
208,467 |
1.1% |
Delivered Projects |
8 |
5 |
100.0% |
9 |
-11.1% |
Delivered Units |
1,504 |
524 |
187.0% |
1,642 |
-8.4% |
Delivered PSV 2 |
454,880 |
458,420 |
-0.8% |
436,038 |
4.3% |
1) PSV refers to potential sales value of the units transferred to financial institutions.
2) PSV - Potential sales value of delivered units.
Financial Results
Revenues
Net revenues for the Gafisa segment in 2Q14 totaled R$397.9 million, up 21.8% versus 1Q14 and 6.3% versus the prior year period.
In the 2Q14, approximately 97.6% of Gafisa Segment revenues were derived from projects in Rio de Janeiro and São Paulo, while 2.4% were derived from projects in non-core markets. The table below provides additional details.
Table 10. Gafisa Segment - Revenue Recognition (R$000)
|
2Q14 |
2Q13 | ||||||
LLaunches |
Pre-sales |
% Sales |
Launches |
Pre-sales |
% Sales |
Launches |
Pre-sales |
% Sales |
2014 |
116,334 |
46.3% |
5,711 |
1.4% |
- |
- |
- |
- |
2013 |
11,977 |
4.8% |
63,529 |
16.0% |
98,214 |
45.3% |
34,195 |
9.1% |
2012 |
42,528 |
16.9% |
125,655 |
31.6% |
72,592 |
33.5% |
52,261 |
14.0% |
≤ 2011 |
80,451 |
32.0% |
203,012 |
51.0% |
46,105 |
21.3% |
287,904 |
76.9% |
Total |
251,290 |
100.0% |
397,907 |
100.0% |
216,911 |
100.0% |
374,360 |
100.0% |
SP + RJ |
216,338 |
86.1% |
388,504 |
97.6% |
201,605 |
92.9% |
352,581 |
94.2% |
Other Markets |
34,952 |
13.9% |
9,402 |
2.4% |
15,305 |
7.1% |
21,779 |
5.8% |
Gross Profit & Margin
Gross profit for the Gafisa segment in 2Q14 was R$119.1 million, compared to R$88.9 million in 1Q14, and R$124.1 million in the prior year period. Gross margin for the quarter was 29.9%, up 274 bps over the previous quarter. Gafisa’s margins and profitability have improved, in keeping with the delivery of legacy projects and the strategic geographic consolidation. At the same time, the increased contribution of newer, more profitable projects launched by the end of 2013 positively impacted results. Excluding financial impacts, the adjusted gross margin reached 38.1%.
The below table contains more details on the breakdown of Gafisa’s gross margin in 2Q14.
Table 11. Gafisa Segment– Gross Margin (R$000)
|
2T14 |
1T14 |
T/T (%) |
2T13 |
A/A (%) |
Net Revenue |
397,907 |
326,750 |
21.8% |
374,360 |
6.3% |
Gross Profit |
119,135 |
88,890 |
34.0% |
124,065 |
-4.0% |
Gross Margin |
29.9% |
27.2% |
274 bps |
33.1% |
-320 bps |
( - ) Financial costs |
-32,321 |
-27,640 |
16.9% |
-20,510 |
57.6% |
Adjusted Gross Profit |
151,456 |
116,530 |
30.0% |
144,575 |
4.8% |
Adjusted Gross Margin |
38.1% |
35.7% |
240 bps |
38.7% |
-66 bps |
35
Table 12. Gafisa Segment – Gross Margin Composition (R$000)
|
SP + RJ |
Other Markets |
2Q14 |
Net Revenue |
388,504 |
9,403 |
397,907 |
Adjusted Gross Profit |
149,742 |
1,715 |
151,457 |
Adjusted Gross Margin |
38.5% |
18.2% |
38.1% |
Selling, General and Administrative Expenses (SG&A)
SG&A expenses totaled R$59.8 million in the 2Q14, a 14.0% decrease y-o-y. Selling expenses decreased by R$11.1 million, or 27.9% y-o-y, despite the higher volume of launches, totaling R$28.4 million, reflecting lower marketing expenses and sales commissions. To note, due to the concentration of first quarter launches in the last weeks of the period, a large proportion of sales expenses were accounted for in the 2Q14 results.
The segment’s general and administrative expenses reached R$ 31.4 million, remaining stable compared with previous quarters.
Table 13. Gafisa Segment– SG&A Expenses (R$000)
|
2Q14 |
1Q14 |
Q/Q (%) |
2Q13 |
Y/Y (%) |
Selling Expenses |
28,425 |
18,995 |
49.6% |
39,438 |
-27.9% |
General & Administrative Expenses |
31,406 |
32,449 |
-3.2% |
30,105 |
4.3% |
Total SG&A Expenses |
59,831 |
51,444 |
16.3% |
69,543 |
-14.0% |
Launches |
314,733 |
353,934 |
-11.1% |
215,910 |
45.8% |
Net Pre-Sales |
251,290 |
187,555 |
34.0% |
216,911 |
15.8% |
Net Revenue |
397,907 |
326,750 |
21.8% |
374,360 |
6.3% |
In the quarter, the Company recorded a R$ 13.9 million provision for the stock option program of its former subsidiary Alphaville, with exercise scheduled for 2014. To note, this is a one-off expense, which impacts cash only in the next quarter. As a result, the Other Operating Income/Expenses line totaled an expense of R$24.3 million, a 52.3% increase compared with 1Q14. Excluding the effect of the provision, this line was R$ 10.5 million, a 34.4% decrease compared to the previous quarter.
Adjusted EBITDA
Adjusted EBITDA for the Gafisa segment totaled R$83.4 million in the 2Q14, up 45.5%, as compared to R$57.3 million in the previous year and above the R$54.8 million recorded in 1Q14. Adjusted EBITDA does not take into consideration the impact of Alphaville equity income. The adjusted EBITDA margin, using the same criteria, experienced a sharp increase, reaching 20.9%, compared with a margin of 15.3% in the year-ago period. In 1H14, the Gafisa segment’s adjusted EBITDA reached R$138.2 million, with a margin of 19.1%.
In 2Q14, Gafisa’s operating performance benefited from by a R$ 9.7 million, or 14.0%, y-o-y reduction in the level of selling, general and administrative expenses.
36
Table 14. Gafisa Segment - Adjusted EBITDA (R$000)
|
2Q14 |
1Q14 |
Q/Q(%) |
2Q13 |
Y/Y(%) |
Net (Loss) Profit |
17,132 |
-2,331 |
-835.0% |
11,867 |
44.4% |
(+) Financial results |
4,405 |
7,824 |
-43.7% |
35,563 |
-87.6% |
(+) Income taxes |
7,208 |
4,022 |
79.2% |
3,461 |
108.3% |
(+) Depreciation & Amortization |
11,311 |
11,206 |
0.9% |
8,558 |
32.2% |
(+) Capitalized interests |
32,321 |
27,640 |
16.9% |
20,510 |
57.6% |
(+) Expenses w/ stock options |
20,809 |
3,570 |
482.9% |
4,851 |
329.0% |
(+) Minority shareholders |
-1,441 |
-548 |
163.0% |
14,935 |
-109.6% |
(-) Alphaville Effect Result |
-8,392 |
3,427 |
-344.9% |
-42,473 |
-80.2% |
Adjusted EBITDA |
83,353 |
54,810 |
52.1% |
57,272 |
45.5% |
Net revenue |
397,907 |
326,750 |
21.8% |
374,360 |
6.3% |
Adjusted EBITDA Margin |
20.9% |
16.8% |
417 bps |
15.3% |
565 bps |
1) EBITDA is adjusted by expenses associated with stock option plans, as this is a non-cash expense.
2) Gafisa segment EBITDA does not consider the impact of Alphaville equity income.
Backlog of Revenues and Results
The backlog of results to be recognized under the PoC method was R$470.4 million in the 2Q14. The consolidated margin for the quarter was 36.2%, an increase of 134 bps compared to the result posted last year. The table below shows the backlog margin:
Table 15. Gafisa Segment - Results to be recognized (REF) (R$000)
|
2Q14 |
1Q14 |
Q.Q(%) |
2Q13 |
Y.Y(%) |
Revenues to be recognized |
1,298,089 |
1,429,230 |
-9.2% |
1,832,247 |
-29.2% |
Costs to be recognized (units sold) |
-827,728 |
-902,957 |
-8.3% |
-1,192,940 |
-30.6% |
Results to be Recognized |
470,361 |
526,273 |
-10.6% |
639,307 |
-26.4% |
Backlog Margin |
36.2% |
36.8% |
-59 bps |
34.9% |
134 bps |
37
TENDA SEGMENT
Focuses on affordable residential developments, classified within the Range II of Minha Casa, Minha Vida Program. |
Operating Results
Tenda Segment Launches
Second quarter launches totaled R$99.0 million and included 2 projects/phases in the states of Rio de Janeiro and Minas Gerais. The brand accounted for 24% of 2Q14 consolidated launches.
During 2Q14, gross sales reached R$299.3 million, while net pre-sales totaled R$181.7 million. Sales from inventory accounted for 94.4% of the total, while sales from units launched during 2Q14 accounted for the remaining 5.6%.
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.
Table 16. Tenda Segment – Launches and Pre-sales (R$000)
|
2Q14 |
1Q14 |
Q/Q (%) |
2Q13 |
Y/Y (%) |
Lauches |
99,011 |
181,445 |
-45.4% |
33,056 |
199.5% |
Pre-sales |
181,728 |
51,767 |
251.0% |
169,841 |
7.0% |
38
Sales over Supply (SoS)
In 2Q14, sales velocity (sales over supply) continued to improve, reaching 20.8%, which is in line with the same period last year. Considering the last 12 months, Tenda’s SoS ended the 2Q14 at 44.2%.
Dissolutions
The level of dissolutions in the Tenda segment has decreased since the end of 2011, declining 25.5% to R$117.6 million in 2Q14 compared with 2Q13.
A high volume of recent deliveries, combined with changes to Caixa’s credit criteria in the last 2 quarters of 2013, impacted the ability of some customers to secure financing and resulted in an increase in first quarter 2014 cancellations. As expected, the impact of these factors has diminished and the level of cancellations in Tenda resumed its downward trend in this quarter. Approximately 80% of 2Q14 dissolutions in the Tenda segment related to old projects.
Table 17. Tenda Segment – Net Pre-sales by Market (R$000)
|
1Q12 |
2Q12 |
3Q12 |
4Q12 |
1Q13 |
2Q13 |
3Q13 |
4Q13 |
1Q14 |
2Q14 |
New Model |
|
|
|
|
|
|
|
|
|
|
Gross Sales |
- |
- |
- |
- |
13,656 |
57,011 |
59,713 |
84,491 |
94,365 |
116,302 |
Dissolutions |
- |
- |
- |
- |
- |
(2,126) |
(7,433) |
(6,293) |
(34,195) |
(25,135) |
Net Sales |
- |
- |
- |
- |
13,656 |
54,885 |
52,279 |
78,197 |
60,170 |
91,167 |
Legacy Projects |
|
|
|
|
|
|
|
|
|
|
Gross Sales |
249,142 |
344,855 |
293,801 |
287,935 |
225,646 |
270,677 |
223,909 |
154,197 |
150,566 |
183,040 |
Dissolutions |
(339,585) |
(329,127) |
(263,751) |
(317,589) |
(232,517) |
(155,722) |
(126,038) |
(68,769) |
(158,969) |
(92,479) |
Net Sales |
(90,443) |
15,728 |
30,050 |
(29,653) |
(6,871) |
114,956 |
97,872 |
85,429 |
(8,402) |
90,561 |
Total |
|
|
|
|
|
|
|
|
|
|
Dissolutions |
3,157 |
2,984 |
2,202 |
2,509 |
1,700 |
1,172 |
924 |
491 |
1,259 |
810 |
Gross Sales |
249,142 |
344,855 |
293,801 |
287,935 |
239,302 |
327,689 |
283,622 |
238,688 |
244,931 |
299,342 |
Dissolutions |
(339,585) |
(329,127) |
(263,751) |
(317,589) |
(232,517) |
(157,848) |
(133,471) |
(75,062) |
(193,164) |
(117,614) |
Net Sales |
(90,443) |
15,728 |
30,050 |
(29,653) |
6,785 |
169,841 |
150,151 |
163,626 |
51,767 |
181,728 |
Total (R$) |
(90,443) |
15,728 |
30,050 |
(29,653) |
6,785 |
169,841 |
150,151 |
163,626 |
51,767 |
181,728 |
MCMV |
(95,759) |
21,461 |
7,977 |
(3,630) |
36,191 |
142,602 |
119,215 |
122,428 |
57,157 |
151,434 |
Out of MCMV |
6,316 |
(5,733) |
22,074 |
(26,023) |
(29,406) |
29,239 |
30,936 |
41,198 |
(5,390) |
30,294 |
39
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 new qualified customers.
Of the 788 Tenda units cancelled and returned to inventory in the quarter, 55% were resold to qualified customers during the same period. In 1H14, nearly 79% of dissolutions related to the new Tenda model were resold in the same period. The sale and transfer process plays an important role in the New Tenda Business Model, in which we expect that, within a period of up to 90 days, the effective sale and transfer process is complete.
Tenda Segment Transfers
In the 2Q14, Tenda transferred 1,708 units to financial institutions, representing R$223.7 million. In the 1H14, Tenda transferred 3,176 units, representing R$413.2 million.
Table 18. Tenda Segment - PSV Transferred - Tenda (R$000)
|
1Q13 |
2Q13 |
3Q13 |
4Q13 |
1Q14 |
2Q14 |
New Projects |
- |
26,608 |
26,608 |
42,921 |
49,776 |
69,563 |
Legacy |
274,358 |
249,699 |
230,613 |
145,038 |
139,721 |
154,155 |
PSV Transferred1 |
274,358 |
276,308 |
257,222 |
187,959 |
189,497 |
223,717 |
1) PSV transferred refers to actual effective cash inflow of the units transferred to financial institutions.
Tenda Segment Delivered Projects
During 2Q14, Tenda delivered 11 projects/phases and 2,185 units. Regarding Tenda’s legacy projects, there are around 4,400 remaining units to be delivered.
Inventory
Tenda has achieved satisfactory results in its inventory reduction initiatives, with inventory representing 94.4% of total sales. The market value of Tenda inventory was R$691.4 million at the end of the second quarter, down 9.1% when compared to R$752.3 million at the end of 1Q14. Inventory related to the remaining units for the Tenda segment totaled R$421.6 million or 60.9% of the total, down 14.3% over 1Q14. During the period, inventory comprising units within the Minha Casa, Minha Vida program totaled R$487.9 million, or 70.6% of total inventory, while units outside the program totaled R$203.6 million in the 2Q14, down 21.8% q-o-q.
Table 19. Tenda Segment - Inventory at Market Value (R$000) – by Region
|
Inventories IP1 |
Launches |
Dissolutions |
Pre-sales |
Price Adjustment + Others5 |
Inventories FP2 2Q14 |
% Q/Q3 |
São Paulo |
189.051 |
- |
31.043 |
(74.970) |
15.239 |
160.362 |
17,9% |
Rio de Janeiro |
145.119 |
38.592 |
11.683 |
(60.278) |
9.475 |
144.591 |
0,4% |
Minas Gerais |
52.069 |
60.419 |
18.374 |
(29.231) |
(3.151) |
98.480 |
-47,1% |
Bahia & Pernambuco |
129.016 |
- |
13.894 |
(45.975) |
4.830 |
101.765 |
26,8% |
Others |
237.047 |
- |
42.620 |
(88.888) |
(4.549) |
186.229 |
27,3% |
Total Tenda |
752.302 |
99.011 |
117.614 |
(299.342) |
21.844 |
691.428 |
8,8% |
MCMV |
491.992 |
99.011 |
83.694 |
(235.127) |
48.288 |
487.857 |
0,8% |
Out of MCMV |
260.309 |
- |
33.921 |
(64.215) |
(26.444) |
203.571 |
27,9% |
Table 19. Tenda Segment - Inventory at Market Value (R$000) – Construction Status
|
Not initiated |
Up to 30% built |
30% to 70% built |
More than 70% built |
Finished |
Total 2Q14 |
New Model - MCMV |
- |
184,193 |
76,161 |
8,644 |
875 |
269,874 |
Legacy - MCMV |
- |
- |
- |
36,369 |
181,615 |
217,983 |
Legacy – Out of MCMV |
- |
- |
- |
35,875 |
167,696 |
203,571 |
Total Tenda |
- |
184,193 |
76,161 |
80,887 |
350,186 |
691,428 |
1) Inventory at market value includes projects in partnership. This indicator is not comparable to the accounting inventory, due to the implementation of new accounting practices on behalf of CPC’s 18, 19 and 36.
40
Second quarter adjustments reflect updates related to project scope, expected launch date and inflationary adjustments to landbank during the period.
Tenda Segment Landbank
Tenda segment landbank, with a PSV of approximately R$2.7 billion, is comprised of 32 different projects/phases, of which 18.4% are located in São Paulo, 19.2% in Rio de Janeiro, 9.9% in Minas Gerais and 52.5% in the Northeast region, specifically in the states of Bahia and Pernambuco. Altogether these amount to more than 21.0 thousand units.
Table 21. - Tenda Segment - Landbank (R$000)
|
PSV - R$ mm |
% Swap |
% Swap |
% Swap |
Potential Units |
Potential |
São Paulo |
498,607 |
10% |
10% |
0% |
3,571 |
3,600 |
Rio de Janeiro |
519,128 |
19% |
19% |
0% |
4,011 |
4,063 |
Nordeste |
1,423,527 |
14% |
14% |
0% |
11,563 |
11,660 |
Minas Gerais |
268,930 |
62% |
62% |
0% |
1,876 |
1,988 |
Total |
2,710,192 |
21% |
21% |
0% |
21,021 |
21,311 |
Table 22. Tenda Segment– Changes in the Landbank
|
Inicial Landband |
Land aquisition |
Launches |
Adjusts |
Final Landbank |
Inicial Landband |
São Paulo/South |
832,139 |
- |
- |
- |
(333,532) |
498,607 |
Rio de Janeiro |
471,885 |
- |
- |
(38,592) |
83,835 |
519,128 |
Nordeste |
1,263,732 |
27,085 |
- |
- |
132,710 |
1,423,527 |
Minas Gerais |
392,871 |
- |
(144,976) |
(60,419) |
81,453 |
268,930 |
Total |
2,960,627 |
27,085 |
(144,976) |
(99,011) |
(33,534) |
2,710,192 |
In 2Q14, the Company acquired new land with potential PSV of R$27.1 million, representing an acquisition cost of R$2.9 million. This land was acquired in full through swap agreements.
New Model Update and Turnaround
During the first half of the year, Tenda launched projects under its New Business Model, which is based on three pillars: operational efficiency, risk management and capital discipline. Currently, the Company continues to operate in four regions: São Paulo, Rio de Janeiro, Minas Gerais and Northeast (Bahia and Pernambuco states), with a launched PSV of R$594.4 million to date. Below is a brief description of the performance of these projects:
Table 23. Tenda – New Model Monitoring
|
Novo Horizonte |
Vila Cantuária |
Itaim Paulista |
Verde Vida F1 |
Jaraguá |
Viva Mais |
Campo Limpo |
Verde Vida F2 |
Pq. Rio Maravilha |
Candeias |
Parque das Flores |
Palácio Imperial |
Vila Florida |
Launch |
mar/13 |
mar/13 |
may/13 |
jul/13 |
aug/13 |
nov/13 |
dec/13 |
jan/14 |
mar/14 |
mar/14 |
mar/14 |
may/14 |
may/14 |
Local |
SP |
BA |
SP |
BA |
SP |
RJ |
SP |
BA |
RJ |
PE |
SP |
RJ |
MG |
Units |
580 |
440 |
240 |
340 |
260 |
300 |
300 |
340 |
440 |
432 |
100 |
259 |
432 |
Total PSV (R$000) |
67.8 |
45.9 |
33.1 |
37.9 |
40.9 |
40.4 |
48.0 |
42.4 |
63.8 |
58.8 |
16.4 |
38.6 |
60.4 |
Sales |
578 |
402 |
236 |
296 |
254 |
169 |
210 |
87 |
150 |
123 |
28 |
24 |
49 |
% Sales |
99% |
91% |
98% |
87% |
98% |
56% |
70% |
26% |
34% |
28% |
28% |
9% |
11% |
SoS avg (Month) |
7% |
6% |
7% |
7% |
9% |
7% |
10% |
4% |
9% |
7% |
14% |
5% |
6% |
Transferred (Sales) |
578 |
344 |
226 |
255 |
248 |
116 |
185 |
55 |
68 |
42 |
12 |
0 |
15 |
% Transferred |
100% |
86% |
96% |
86% |
98% |
68% |
88% |
63% |
45% |
34% |
43% |
0% |
31% |
Work progress |
100% |
95% |
100% |
40% |
61% |
60% |
13% |
9% |
8% |
0% |
0% |
0% |
0% |
The run-off of legacy projects is on schedule and expected to be mostly concluded in 2014, with approximately 95% of the remaining units to be delivered by the end of the year.
41
Financial Result
Revenues
Tenda’s net revenue in 2Q14 totaled R$176.9 million, a reduction of 33.6% compared with the previous year. The decline reflects the low level of revenues related to the resumption of Tenda launches in the 1Q13. As shown in the table below, revenues from new projects accounted for 38.9% of Tenda’s revenues in 2Q14, while revenues from older projects accounted for the remaining 61.1%. In 1H14, Tenda recorded net income of R$282.9 million, of which R$127.0 million, or 44.9%, is related to the New Business Model.
Table 24. Tenda - Pre-Sales and Recognized Revenues (R$000)
|
2Q14 |
2Q13 | ||||||
Launches |
Pre-Sales |
% Sales |
Launches |
Pre-Sales |
Launches |
Pre-Sales |
% Sales |
% Receita |
2014 |
42,641 |
23.5% |
5,252 |
3.0% |
- |
- |
- |
- |
2013 |
48,527 |
26.7% |
63,510 |
35.9% |
54,885 |
32.3% |
21,514 |
8.1% |
2012 |
- |
0.0% |
- |
- |
- |
- |
(3) |
- |
≤ 2011 |
90,561 |
49.8% |
111,652 |
63.1% |
114,956 |
67.7% |
240,089 |
90.1% |
Landbank Sale |
- |
- |
(3,491) |
-2.0% |
- |
- |
4,903 |
1.8% |
Total |
181,728 |
100.0% |
176,923 |
100.0% |
169,841 |
100.0% |
266,504 |
100.0% |
Legacy |
90,561 |
49.8% |
108,161 |
61.1% |
114,956 |
67.7% |
244,990 |
91.9% |
New Model |
91,167 |
50.2% |
68,762 |
38.9% |
54,885 |
32.3% |
21,514 |
8.1% |
Gross Profit & Margin
Gross profit in 2Q14 reached R$45.8 million, a sharp increase compared to R$8.5 million in 1Q14, and R$19.7 million in the previous year. Gross margin for the quarter also increased significantly, reaching 25.9% compared to 8.0% in 1Q14 and 7.4% in the prior-year period. The improvement in gross margin is due to the following factors: (i) increased average margin of legacy projects in 2Q14, due to the resale, at higher prices, of previously canceled projects; (ii) increased participation of projects launched under the New Business Model, which have higher margins and profitability, as has been observed in recent quarters and more prominently in 2014.
Below is Tenda’s gross margin breakdown in 2Q14. To note, the gross margin of the first projects under Tenda’s new business model benefit from the use of landbank acquired in the past, resulting in increased profitability.
Table 25. Tenda – Gross Margin (R$000)
|
2Q14 |
1Q14 |
Q/Q (%) |
2Q13 |
Y/Y (%) |
Net Revenue |
176,923 |
105,951 |
67.0% |
266,504 |
-33.6% |
Gross Profit |
45,769 |
8,458 |
441.1% |
19,734 |
131.9% |
Gross Margin |
25.9% |
8.0% |
1789 bps |
7.4% |
1846 bps |
( - ) Financial Costs |
-8,036 |
-7,105 |
13.1% |
-15,664 |
-48.7% |
Adjusted Gross Profit |
53,805 |
15,563 |
245.7% |
35,398 |
52.0% |
Adjusted Gross Margin |
30.4% |
14.7% |
1572 bps |
13.3% |
1713 bps |
Selling, General, and Administrative Expenses (SG&A)
During 2Q14, selling, general and administrative expenses totaled R$39.7 million, a 1.9% decrease compared to R$40.5 million in 2Q13.
42
Selling expenses totaled R$14.7 million in 2Q14, a 30.0% decrease y-o-y, due to the sale of units through the segment’s own stores, which started with the implementation of the New Business Model in early 2013. The increase compared to 1Q14 relates to higher sales in the second quarter.
Regarding general and administrative expenses, the sequential decrease is the result of a higher bonus provision of R$8.0 million in 2Q14. Excluding the effect of this provision, in both periods, general and administrative expenses reached R$17.0 million, up 7.7%%, due to the higher level of IT expenses.
Table 26. Tenda – SG&A Expenses (R$000)
|
2Q14 |
1Q14 |
Q/Q (%) |
2Q13 |
Y/Y (%) |
Selling Expenses |
14,668 |
11,787 |
24.4% |
20,969 |
-30.0% |
General & Administ. Expenses |
25,012 |
18,970 |
31.9% |
19,494 |
28.3% |
Total SG&A Expenses |
39,680 |
30,757 |
29.0% |
40,463 |
-1.9% |
Launches |
99,011 |
181,445 |
-45.4% |
33,056 |
199.5% |
Net Pre-Sales |
181,728 |
51,767 |
251.0% |
169,841 |
7.0% |
Net Revenue |
176,923 |
105,951 |
67.0% |
266,504 |
-33.6% |
Adjusted EBITDA
Adjusted EBITDA was negative R$1.9 million in 2Q14, compared to negative adjusted EBITDA of R$5.8 million last year and negative R$24.9 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 27. Tenda - Adjusted EBITDA (R$000)
|
2Q14 |
1Q14 |
Q/Q(%) |
2Q13 |
Y/Y(%) |
Net (Loss) Profit |
-17,983 |
-37,460 |
-52.0% |
-26,012 |
-30.9% |
(+) Financial results |
-1,333 |
90 |
-1581.1% |
-1,901 |
-29.9% |
(+) Income taxes |
4,464 |
2,575 |
73.4% |
3,532 |
26.4% |
(+) Depreciation & Amortization |
4,666 |
2,816 |
65.7% |
2,464 |
89.4% |
(+) Capitalized interests |
8,036 |
7,105 |
13.1% |
15,664 |
-48.7% |
(+) Expenses w/ stock options |
6 |
19 |
-68.4% |
33 |
-81.8% |
(+) Minority shareholders |
237 |
-58 |
-508.6% |
396 |
-40.2% |
Adjusted EBITDA |
-1,907 |
-24,913 |
-92.3% |
-5,824 |
-67.3% |
Net revenue |
176,923 |
105,951 |
67.0% |
266,504 266,504 |
-33.6% |
Adjusted EBITDA Margin |
-1.1% |
-23.5% |
2244 bps |
-2.2% |
111 bps |
1) EBITDA is adjusted by expenses associated with stock option plans, as this is a non-cash expense.
2) Tenda does not hold equity interest in Alphaville.
Backlog of Revenues and Results
The backlog of results to be recognized under the PoC method was R$61.6 million in 2Q14. The consolidated margin for the quarter was 29.6%.
Table 28. Results to be recognized (REF) (R$000)
|
2Q14 |
1Q14 |
Q/Q(%) |
2Q13 |
Y/Y(%) |
Revenues to be recognized |
207,912 |
212,031 |
-1.9% |
315,842 |
-34.2% |
Costs to be recognized (units sold) |
-146,349 |
-144,550 |
1.2% |
-246,516 |
-40.6% |
Results to be Recognized |
61,563 |
67,481 |
-8.8% |
69,326 |
-11.2% |
Backlog Margin |
29.6% |
31.8% |
-7.0% |
21.9% |
34.9% |
43
Balance Sheet and Consolidated Financial Results
Cash and Cash Equivalents
On June 30, 2014, cash and cash equivalents, and securities, totaled R$1.3 billion.
Accounts Receivable
At the end of the 2Q14, total consolidated accounts receivable decreased 23.5% y-o-y to R$3.6 billion, and was 4.3% below the R$3.8 billion recorded in the 1Q14.
Currently, the Gafisa and Tenda segments have approximately R$664.8 million in accounts receivable from finished units.
Table 29. Total Receivables (R$000)
|
2Q14 |
1Q14 |
Q/Q(%) |
2Q13 |
Y/Y(%) |
Receivables from developments (off balance sheet) |
1,563,052 |
1,703,437 |
-8.2% |
2,229,465 |
-29.9% |
Receivables from PoC – ST (on balance sheet) |
1,709,718 |
1,721,676 |
-0.7% |
2,184,064 |
-21.7% |
Receivables from PoC – LT (on balance sheet) |
322,356 |
332,120 |
-2.9% |
286,913 |
12.4% |
Total |
3,595,126 |
3,757,233 |
-4.3% |
4,700,442 |
-23.5% |
Notes: ST – Short term | LT- Long term | PoC – Percentage of Completion Method
Receivables from developments: accounts receivable not yet recognized according to PoC and BRGAAP
Receivables from PoC: accounts receivable already recognized according to PoC and BRGAAP
Cash Generation
Operational cash generation performed well in the first half. The Company ended 2Q14 with operating cash flow of R$39.1 million, reaching R$146.1 million in 1H14, reflecting: (i) the transfer/receiving process for units sold with financing agents (R$850.6 million was transferred during the period), and; (ii) greater control over the Company’s business cycle.
Free cash generation for the period was negative at R$1.3 million in 2Q14, including the effect of R$3.2 million disbursed in the share buyback program for the period. In 1H14, free cash generation was positive at R$19.2 million. The main non-recurring events that impacted free cash generation were: (i) R$58.5 million used in the share buyback program; (ii) the payment of R$63.6 million in taxes on the sale of Alphaville; and (iii) the payment of interest on own capital in the amount of R$130.2 million.
Table 30. Cash Generation
|
2Q13 |
3Q13 |
4Q13 |
1Q14 |
2Q14 |
Availabilities |
1,101,160 |
781,606 |
2,024,163 |
1,563,226 |
1,279,568 |
Change in Availabilities(1) |
-45,016 |
-319,554 |
1,242,557 |
-460,937 |
-283,658 |
Total Debt + Investor Obligations |
3,620,378 |
3,639,707 |
3,183,208 |
2,967,050 |
2,687,851 |
Change in Total Debt + Investor Obligations(2) |
18,273 |
19,329 |
-456,499 |
-216,158 |
-279,199 |
Other changes (share buyback)(3) |
35,634 |
370,998 |
-1,520,912 |
265,284 |
268,471 |
Cash Generation in the period (1) + (2) + (3) |
-27,655 |
32,115 |
178,144 |
20,505 |
-4,459 |
Cash Generation Final |
-112,970 |
-80,855 |
97,289 |
20,505 |
19,233 |
Liquidity
At the end of June, 2014, the Company’s Net Debt/Equity ratio reached 44.9%, in line with the previous quarter and lower than the ratio of 96.2% recorded in 2Q13.
Excluding project finance, the Net Debt/Equity ratio was negative 16.9%.
The Company's consolidated gross debt reached R$2.7 billion at the end of 2Q14, compared to R$2.9 billion at the end of 1Q14 and R$3.5 billion in 2Q13. As previously announced, the Company has been using part the proceeds of the Alphaville transaction to reduce its gross debt. In the 2Q14, the Company amortized R$483.8 million in debt, of which R$155.7 million was project finance and the remaining R$328.1 million was corporate debt. Considering the 1H14, the amount amortized was R$919.4 million in gross debt, with disbursements of R$236.2 million, allowing for a net amortization of R$683.2 million, or 53.9% of the R$1.3 billion debt maturing until the end of 2014.
44
Table 31. Debt and Investor Obligations
|
2Q14 |
1Q14 |
Q/Q(%) |
2Q13 |
Y/Y(%) |
Debentures - FGTS (A) |
925,850 |
985,084 |
-6.0% |
1,062,142 |
-12.8% |
Debentures - Working Capital (B) |
310,052 |
473,333 |
-34.5% |
697,527 |
-55.5% |
Project Financing SFH – (C) |
1,012,618 |
1,011,377 |
0.1% |
736,328 |
37.5% |
Working Capital (D) |
424,669 |
474,041 |
-10.4% |
996,543 |
-57.4% |
Total (A)+(B)+(C)+(D) = (E) |
2,673,189 |
2,943,835 |
-9.2% |
3,492,540 |
-23.5% |
Investor Obligations (F) |
14,662 |
23,215 |
-36.8% |
127,839 |
-88.5% |
Total debt (E) + (F) = (G) |
2,687,851 |
2,967,050 |
-9.4% |
3,620,379 |
-25.8% |
Cash and availabilities (H) |
1,279,568 |
1,563,226 |
-18.1% |
1,101,160 |
16.2% |
Net debt (G)-(H) = (I) |
1,408,283 |
1,403,824 |
0.3% |
2,519,219 |
-44.1% |
Equity + Minority Shareholders (J) |
3,138,131 |
3,129,509 |
0.3% |
2,618,458 |
19.8% |
ND/Equity (I)/(J) = (K) |
44.9% |
44.9% |
2 bps |
96.2% |
-5133 bps |
ND Exc. Proj Fin / Equity (I)-((A)+(C)/(J) = (L) |
-16.9% |
-18.9% |
8922 bps |
27.5% |
-6138 bps |
The Company ended the second quarter of 2014 with R$983.9 million of total debt due in the short term. It should be noted, however, that 58% of this volume relates to debt linked to the Company's projects.
Table 32 - Debt Maturity
(R$ mil) |
Average Cost (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%) |
925,850 |
201,961 |
349,555 |
274,556 |
99,778 |
925,850 |
Debentures - Working Capital (B) |
CDI + (1,50% - 1,95%) |
310,052 |
151,433 |
149,779 |
8,840 |
- |
310,052 |
Project Financing SFH – (C) |
TR + (8,30% - 11,50%) |
1,012,618 |
361,433 |
449,991 |
183,290 |
17,904 |
1,012,618 |
Working Capital (D) |
CDI + (1,30% - 3,04%) |
424,669 |
261,509 |
144,789 |
18,371 |
- |
424,669 |
Total (A)+(B)+(C)+(D) = (E) |
|
2,673,189 |
976,336 |
1,094,114 |
485,057 |
117,682 |
2,673,189 |
Investor Obligations (F) |
CDI + (0,235% - 0,82%) / IGPM+7,25% |
14,662 |
7,517 |
4,865 |
2,280 |
- |
14,662 |
Total debt (E) + (F) = (G) |
|
2,687,851 |
983,853 |
1,098,979 |
487,337 |
117,682 |
2,687,851 |
% Total maturity per period |
|
- |
36.6% |
40.9% |
18.1% |
4.4% |
- |
Volume of maturity of Project finance as % of total debt ((A)+(C))/(G) |
- |
57.3% |
72.8% |
93.9% |
100.0% |
- | |
Volume of maturity of Corporate debt as % of total debt ((B)+(D)+(F))/(G) |
- |
42.7% |
27.2% |
6.1% |
- |
- | |
Ratio Corporate Debt / Mortgages |
28%/72% |
|
- |
- |
- |
- |
45
Financial Results
Revenue
On a consolidated basis, net revenue in the 2Q14 totaled R$574.8 million, down 10.3% over the previous year.
In the 2Q14, the Gafisa segment represented 69.2% of revenues and Tenda accounted for the remaining 30.8%.
Gross Profit & Margin
Gross profit in 2Q14 was R$164.9 million, an increase of 69.4% compared to the R$97.3 million reported in 1Q14, and R$143.8 million in the previous year. Gross margin for the quarter reached 28.7%, up 625 bps over the previous year. Adjusted gross profit reached R$205.3 million, with a margin of 35.7%. 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 and improved profitability. The increased contribution of more profitable projects to consolidated results can be observed in recent quarters.
Table 33. Gafisa Group – Gross Margin (R$000)
|
2Q14 |
1Q14 |
Q/Q (%) |
2Q13 |
Y/Y (%) |
Net Revenue |
574,830 |
432,701 |
32.8% |
640,864 |
-10.3% |
Gross Profit |
164,904 |
97,348 |
69.4% |
143,798 |
14.7% |
Gross Margin |
28.7% |
22.5% |
619 bps |
22.4% |
625 bps |
( - ) Financial costs |
-40,357 |
-34,745 |
16.2% |
-36,174 |
-11.6% |
Adjusted Gross Profit |
205,261 |
132,093 |
55.4% |
179,972 |
14.1% |
Adjusted Gross Margin |
35.7% |
30.5% |
518 bps |
28.1% |
763 bps |
Selling, General and Administrative Expenses (SG&A)
SG&A expenses totaled R$99.5 million in the 2Q14, down 9.5% y-o-y. Compared to the 1Q14, the increase in this line is the result of the following factors: (i) selling expenses related to some projects launched late in the 1Q14; and increased sales volume in the period; and (ii) provision for a bonus in the Tenda segment in the 2Q14.
Table 34. Gafisa Group – SG&A Expenses (R$000)
|
2Q14 |
1Q14 |
Q/Q (%) |
2Q13 |
Y/Y (%) |
Selling Expenses |
43,093 43,093 |
30,782 |
40.0% |
60,407 |
-28.7% |
General & Administ. Expenses |
56,418 56,418 |
51,419 |
9.7% |
49,599 |
13.7% |
Total SG&A Expenses |
99,511 |
82,201 |
21.1% |
110,006 |
-9.5% |
Launches |
413,744 |
535,379 |
-22.7% |
248,966 |
66.2% |
Net Pre-Sales |
433,018 |
239,323 |
80.9% |
386,752 |
12.0% |
Net Revenue |
574,830 |
432,701 |
32.8% |
640,864 |
-10.3% |
With the turnaround process virtually complete, the Company is seeking to streamline its cost and expense structure and SG&A. For 2014, the Company is looking to improve productivity and increase the efficiency and assertiveness of its operations.
Consolidated Adjusted EBITDA
Adjusted EBITDA totaled R$89.8 million in the 2Q14, considering the Alphaville equity income impact. Consolidated adjusted EBITDA margin, using the same criteria, was 15.6%, compared with a 14.7% margin reported in the previous year and 6.1% reported in 1Q14. In 1H14, consolidated EBITDA was R$116.3 million, with a margin of 11.6%.
46
Table 35. Gafisa Group - Consolidated Adjusted EBITDA (R$000)
|
2Q14 |
1Q14 |
Q/Q(%) |
2Q13 |
Y/Y(%) |
Net (Loss) Profit |
-851 |
-39,791 |
-97.9% |
-14,145 |
-94.0% |
(+) Financial Results |
3,072 |
7,914 |
-61.2% |
33,662 |
-90.9% |
(+) Income taxes |
11,672 |
6,597 |
76.9% |
6,993 |
66.9% |
(+) Depreciation & Amortization |
15,977 |
14,022 |
13.9% |
11,022 |
45.0% |
(+) Capitalized interests |
40,357 |
34,745 |
16.2% |
36,174 |
11.6% |
(+) Expenses w/ stock options |
20,815 |
3,589 |
480.0% |
4,884 |
326.2% |
(+) Minority shareholders |
-1,204 |
-606 |
98.7% |
15,331 |
-107.9% |
Adjusted EBITDA |
89,838 |
26,470 |
239.4% |
93,921 |
-4.3% |
Net Revenues |
574,830 |
432,701 |
32.8% |
640,864 |
-10.3% |
Margem EBITDA Ajustada |
15.6% |
6.1% |
951 bps |
14.7% |
97 bps |
(1) EBITDA adjusted by expenses associated with stock option plans, as this is a non-cash expense.
Depreciation and Amortization
Depreciation and amortization in the 2Q14 reached R$16.0 million, an increase compared with the R$11.0 million recorded in the 2Q13.
Financial Results
The net financial result was negative R$3.1 million in the 2Q14, an improvement compared to a net financial result of negative R$33.7 million in 2Q13 and negative R$7.9 million in the previous quarter. Financial revenues totaled R$38.0 million, a 126.6% y-o-y increase due to higher cash balances and higher average interest rates in the period. Financial expenses reached R$41.0 million, compared to R$50.4 million in 2Q13, impacted by lower debt volume and also by higher interest rates in the period.
Taxes
Income taxes, social contribution and deferred taxes for 2Q14 amounted to R$11.7 million.
Net Income
Gafisa Group ended the 2Q14 with a net loss of R$0.8 million. Excluding the equity income of Alphaville, the Company’s net loss was R$8.4 million in the quarter, compared to a net loss of R$56.6 million recorded in 2Q13. In 1H14, net income was negative R$40.6 million.
Table 36 – Consolidated - Net Results - (R$000)
|
2T14 |
2T13 |
Net Revenue |
574,830 |
640,864 |
Gross Profit |
164,904 |
143,798 |
Gross Margin |
28,7% |
22,4% |
Adjusted Gross Profit |
205,261 |
179,972 |
Adjusted Gross Margin |
35,7% |
28,1% |
Adjusted EBITDA |
89,838 |
93,921 |
Net Income |
-851 |
-14,145 |
(-) Alphaville Equity Income |
-8,392 |
-42,473 |
Net Profit Ex-Alphaville |
-9,243 |
-56,618 |
47
Backlog of Revenues and Results
The backlog of results to be recognized under the PoC method reached R$531.9 million in the 2Q14. The consolidated margin for the quarter was 35.3%.
Table 37. Gafisa Group - Results to be recognized (REF) (R$000)
|
2Q14 |
1Q14 |
Q/Q(%) |
2Q13 |
Y/Y(%) |
Revenues to be recognized |
1,506,001 |
1,641,262 |
-8.2% |
2,148,090 |
-29.9% |
Costs to be recognized (units sold) |
-974,077 |
-1,047,507 |
-7.0% |
-1,439,456 |
-32.3% |
Results to be Recognized |
531,924 |
593,755 |
-10.4% |
708.634 |
-24.9% |
Backlog Margin |
35.3% |
36.2% |
-2.4% |
33.0% |
7.1% |
48
Alphaville sells R$ 303 million in the first semester of 2014
São Paulo, August 8th, 2014 – Alphaville Urbanismo SA releases its results for the 2nd quarter 2014 (2Q14 and 6M14), which are subjected to review by auditors.
Launches
The company ended the 2nd quarter of 2014 with R$ 206 million in launches, a 3% decline when compared to 2Q13.
During the first six months of 2014, launch volumes totaled R$ 309 million, 4% below the same period of last year.
Sales
The second quarter sales volume totaled R$ 183 million, 10% above sales in 2Q13.
In the first semester of 2014, sales totaled R$ 303 million, representing an increase of 9% over the first semester of 2013.
49
Financial Results
During 2Q14, net revenues were R$ 219 million and net profit was R$ 26 million, a reduction of 6.3% and 21.3% when compared to 2Q13.
In the first six months of 2014, net revenues totaled R$ 371 million, 6.0% lower than the first half of 2013. In the same period, net profit was R$ 17 million, 76% below the result of 1H13.
The lower net profit is a result of lower revenues, the non-cash impact of the SELIC change on the NPV of receivables, non-recurring expenses associated to the spin-off of the back office from Gafisa and increased financial expenses.
For further information, please contact our Investor Relations team at ri@alphaville.com.br or +55 11 3030-6314.
50
OUTLOOK
First half launches totaled R$949.1 million, representing 41.3% of the midpoint of full year guidance. Gafisa segment accounted for 70.5% of launches and Tenda represented the remaining 29.5%.
Launches Guidance (2014E)
Table 39. Guidance - Launches (2014E)
|
Guidance (2014E) |
Actual Figures 1H14 |
1H14A / Midpoint of Guidance |
Consolidated Launches |
R$2.1 – R$2.5 bi |
949.1 million |
41% |
Breakdown by Brand |
|
|
|
Gafisa Launches |
R$1.5 – R$1.7 bi |
413.7 million |
42% |
Tenda Launches |
R$600 – R$800 mn |
249.0 million |
41% |
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 has remained stable at 44.9% since the beginning 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 1H14 |
1H14A / Midpoint of Guidance |
Consolidated Data |
55% - 65% Net Debt / Equity |
44.9% |
OK |
The Company is also providing guidance on its administrative structure. Administrative expenses as a percentage of launch volumes for the Gafisa segment are 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%. Please note that this guidance is conditional upon market conditions and overall demand for launches.
Table 41. Guidance - Administrative Expenses / Launches Volume (2014E)
|
Guidance (2014E) |
Actual Figures 1H14 |
Gafisa |
7.5% |
11.6% |
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 it expects 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% |
51
FINANCIAL STATEMENTS GAFISA SEGMENT
|
2Q14 |
1Q14 |
Q/Q (%) |
2Q13 |
Y/Y (%) |
1H14 |
1H13 |
Y/Y (%) |
| ||||||||
Net Operating Revenue |
397,907 |
326,750 |
21.8% |
374,360 |
6.3% |
724,657 |
741,644 |
-2.3% |
Operating Costs |
-278,772 |
-237,860 |
17.2% |
-250,295 |
11.4% |
-516,632 |
-529,812 |
-2.5% |
Gross profit |
119,135 |
88,890 |
34.0% |
124,065 |
-4.0% |
208,025 |
211,832 |
-1.8% |
Gross Margin |
29.9% |
27.2% |
10.1% |
33.1% |
-9.7% |
28.7% |
28.6% |
0.5% |
Operating Expenses |
|
|
|
|
|
|
|
|
Selling Expenses |
-28,425 |
-18,995 |
49.6% |
-39,438 |
-27.9% |
-47,420 |
-73,879 |
-35.8% |
General and Administrative Expenses |
-31,406 |
-32,449 |
-3.2% |
-30,105 |
4.3% |
-63,855 |
-60,478 |
5.6% |
Other Operating Revenues / Expenses |
-24,351 |
-15,991 |
52.3% |
-12,649 |
92.5% |
-40,340 |
-16,345 |
146.8% |
Depreciation and Amortization |
-11,311 |
-11,206 |
0.9% |
-8,558 |
32.2% |
-22,517 |
-15,044 |
49.7% |
Equity pickup |
3,662 |
-1,282 |
-385.6% |
-9,962 |
-136.8% |
2,380 |
-10,952 |
-121.7% |
Operational Result |
27,304 |
8,967 |
204.5% |
23,353 |
16.9% |
36,273 |
35,134 |
3.2% |
Financial Income |
24,160 |
31,160 |
-22.5% |
9,237 |
161.6% |
55,320 |
17,465 |
216.7% |
Financial Expenses |
-28,565 |
-38,984 |
-26.7% |
-44,800 |
-36.2% |
-67,549 |
-105,125 |
-35.7% |
Net Income Before Taxes on Income |
22,899 |
1,143 |
1903.6% |
-12,210 |
-287.6% |
24,044 |
-52,526 |
-145.8% |
Deferred Taxes |
-91 |
-292 |
-68.8% |
-450 |
-79.8% |
-383 |
-465 |
-17.6% |
Income Tax and Social Contribution |
-7,117 |
-3,730 |
90.8% |
-3,011 |
136.4% |
-10,847 |
-5,911 |
83.5% |
Net Income After Taxes on Income |
15,691 |
-2,879 |
-645.1% |
-15,671 |
-200.1% |
12,814 |
-58,902 |
-121.8% |
Net income form discontinued operations |
0 |
0 |
0.0% |
42,473 |
-100.0% |
0 |
80,765 |
-100.0% |
Minority Shareholders |
-1,441 |
-548 |
163.0% |
14,935 |
-110.0% |
-1,989 |
21,617 |
-109.2% |
Net Result |
17,132 |
-2,331 |
-835.0% |
11,867 |
44.4% |
14,803 |
246 |
5913.3% |
52
FINANCIAL STATEMENTS TENDA SEGMENT
|
2Q14 |
1Q14 |
Q/Q (%) |
2Q13 |
Y/Y (%) |
1H14 |
1H13 |
Y/Y (%) |
| ||||||||
Net Operating Revenue |
176,923 |
105,951 |
67.0% |
266,504 |
-33.6% |
282,874 |
406,769 |
-30.5% |
Operating Costs |
-131,154 |
-97,493 |
34.5% |
-246,770 |
-46.9% |
-228,647 |
-396,658 |
-42.4% |
Gross profit |
45,769 |
8,458 |
441.1% |
19,734 |
131.9% |
54,227 |
10,111 |
436.3% |
Gross Margin |
25.9% |
8.0% |
224.1% |
7.4% |
249.4% |
19.2% |
2.5% |
671.2% |
Operating Expenses |
|
|
|
|
|
|
|
|
Selling Expenses |
-14,668 |
-11,787 |
24.4% |
-20,969 |
-30.0% |
-26,455 |
-41,748 |
-36.6% |
General and Administrative Expenses |
-25,012 |
-18,970 |
31.9% |
-19,494 |
28.3% |
-43,982 |
-42,126 |
4.4% |
Other Operating Revenues / Expenses |
-14,968 |
-10,003 |
49.6% |
3,735 |
-500.7% |
-24,971 |
614 |
-4166.9% |
Depreciation and Amortization |
-4,666 |
-2,816 |
65.7% |
-2,464 |
89.4% |
-7,482 |
-5,387 |
38.9% |
Equity pickup |
-1,070 |
265 |
-503.8% |
-4,527 |
-76.4% |
-805 |
14,582 |
-105.5% |
Operational Result |
-14,615 |
-34,853 |
-58.1% |
-23,985 |
-39.1% |
-49,468 |
-63,954 |
-22.7% |
Financial Income |
13,805 |
13,036 |
5.9% |
7,520 |
83.6% |
26,841 |
18,222 |
47.3% |
Financial Expenses |
-12,472 |
-13,126 |
-5.0% |
-5,619 |
122.0% |
-25,598 |
-13,390 |
91.2% |
Net Income Before Taxes on Income |
-13,282 |
-34,943 |
-62.0% |
-22,084 |
-39.9% |
-48,225 |
-59,122 |
-18.4% |
Deferred Taxes |
-1,771 |
759 |
-333.3% |
-1,341 |
32.1% |
-1,012 |
-3,800 |
-73.4% |
Income Tax and Social Contribution |
-2,693 |
-3,334 |
-19.2% |
-2,191 |
22.9% |
-6,027 |
-3,253 |
85.3% |
Net Income After Taxes on Income |
-17,746 |
-37,518 |
-52.7% |
-25,616 |
-30.7% |
-55,264 |
-66,175 |
-16.5% |
Minority Shareholders |
237 |
-58 |
-508.6% |
396 |
-40.2% |
179 |
3,690 |
-95.1% |
Net Result |
-17,983 |
-37,460 |
-52.0% |
-26,012 |
-30.9% |
-55,443 |
-69,865 |
-20.6% |
53
CONSOLIDATED FINANCIAL STATEMENTS
|
2Q14 |
1Q14 |
Q/Q (%) |
2Q13 |
Y/Y (%) |
1H14 |
1H13 |
Y/Y (%) |
| ||||||||
Net Operating Revenue |
574,830 |
432,701 |
32.8% |
640,864 |
-10.3% |
1,007,531 |
1,148,414 |
-12.3% |
Operating Costs |
-409,926 |
-335,353 |
22.2% |
-497,066 |
-17.5% |
-745,279 |
-926,471 |
-19.6% |
Gross profit |
164,904 |
97,348 |
69.4% |
143,798 |
14.7% |
262,252 |
221,943 |
18.2% |
Gross Margin |
28.7% |
22.5% |
27.5% |
22.4% |
27.9% |
26.0% |
19.3% |
34.7% |
Operating Expenses |
|
|
|
|
|
|
|
|
Selling Expenses |
-43,093 |
-30,782 |
40.0% |
-60,407 |
-28.7% |
-73,875 |
-115,627 |
-36.1% |
General and Administrative Expenses |
-56,418 |
-51,419 |
9.7% |
-49,599 |
13.7% |
-107,837 |
-102,604 |
5.1% |
Other Operating Revenues / Expenses |
-39,319 |
-25,994 |
51.3% |
-8,914 |
341.1% |
-65,311 |
-15,731 |
315.2% |
Depreciation and Amortization |
-15,977 |
-14,022 |
13.9% |
-11,022 |
45.0% |
-29,999 |
-20,431 |
46.8% |
Equity pickup |
2,592 |
-1,017 |
-354.9% |
-14,488 |
-117.9% |
1,575 |
3,631 |
-56.6% |
Operational Result |
12,689 |
-25,886 |
-149.0% |
-632 |
-2107.8% |
-13,195 |
-28,819 |
-54.2% |
Financial Income |
37,965 |
44,196 |
-14.1% |
16,757 |
126.6% |
82,161 |
35,688 |
130.2% |
Financial Expenses |
-41,037 |
-52,110 |
-21.2% |
-50,419 |
-18.6% |
-93,147 |
-118,515 |
-21.4% |
Net Income Before Taxes on Income |
9,617 |
-33,800 |
-128.5% |
-34,294 |
-128.0% |
-24,181 |
-111,646 |
-78.3% |
Deferred Taxes |
-1,862 |
467 |
-498.7% |
-1,790 |
4.0% |
-1,395 |
-4,264 |
-67.3% |
Income Tax and Social Contribution |
-9,810 |
-7,064 |
38.9% |
-5,202 |
88.6% |
-16,874 |
-9,165 |
84.1% |
Net Income After Taxes on Income |
-2,055 |
-40,397 |
-94.9% |
-41,286 |
-95.0% |
-42,450 |
-125,075 |
-66.1% |
Net income from discontinued operations |
0 |
0 |
0.0% |
42,473 |
-100.0% |
0 |
80,765 |
-100.0% |
Minority Shareholders |
-1,204 |
-606 |
98.7% |
15,331 |
-107.9% |
-1,810 |
25,307 |
-107.2% |
Net Result |
-851 |
-39,791 |
-97.9% |
-14,144 |
-94.0% |
-40,640 |
-69,617 |
-41.6% |
54
|
2Q14 |
1Q14 |
Q/Q (%) |
2Q13 |
Y/Y (%) |
| |||||
Current Assets |
|
|
|
|
|
Cash and cash equivalents |
618,119 |
594,712 |
3.9% |
768,869 |
-19.6% |
Receivables from clients |
424,221 |
461,984 |
-8.2% |
800,101 |
-47.0% |
Properties for sale |
527,646 |
526,490 |
0.2% |
594,874 |
-11.3% |
Other accounts receivable |
131,914 |
126,842 |
4.0% |
471,687 |
-72.0% |
Prepaid expenses and others |
- |
7,125 |
-100.0% |
9,743 |
-100.0% |
Properties for sale |
98,564 |
103,675 |
-4.9% |
128,570 |
-23.3% |
|
1,800,464 |
1,820,828 |
-1.1% |
2,773,844 |
-35.1% |
Long-term Assets |
|
|
|
|
|
Receivables from clients |
23,760 |
22,802 |
4.2% |
22,755 |
4.4% |
Properties for sale |
110,772 |
137,394 |
-19.4% |
133,242 |
-16.9% |
Other |
86,017 |
83,012 |
3.6% |
79,662 |
8.0% |
|
220,549 |
243,208 |
-9.3% |
235,659 |
-6.4% |
Intangible |
39,429 |
35,314 |
11.7% |
37,432 |
5.3% |
Investments |
193,544 |
208,193 |
-7.0% |
204,944 |
-5.6% |
|
|
|
|
|
|
Total Assets |
2,253,986 |
2,307,543 |
-2.3% |
3,251,879 |
-30.7% |
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Loans and financing |
74,395 |
81,049 |
-8.2% |
117,555 |
-36.7% |
Debentures |
98,928 |
219,201 |
-54.9% |
184,054 |
-46.3% |
Obligations for purchase of land and clients |
71,442 |
45,197 |
58.1% |
101,397 |
-29.5% |
Materials and service suppliers |
20,732 |
35,591 |
-41.7% |
27,372 |
-24.3% |
Taxes and contributions |
90,748 |
59,894 |
51.5% |
80,986 |
12.1% |
Other |
317,405 |
340,651 |
-6.8% |
121,705 |
160.8% |
|
673,650 |
781,583 |
-13.8% |
633,069 |
6.4% |
Long-term Liabilities |
|
|
|
|
|
Loans and financings |
58,295 |
86,943 |
-33.0% |
171,151 |
-65.9% |
Debentures |
300,000 |
200,000 |
50.0% |
548,224 |
-45.3% |
Obligations for purchase of land and clients |
3,175 |
13,593 |
-76.6% |
3,388 |
-6.3% |
Deferred taxes |
10,643 |
8,872 |
20.0% |
12,297 |
-13.4% |
Provision for contingencies |
65,783 |
57,630 |
14.1% |
55,123 |
19.3% |
Other |
67,850 |
66,587 |
1.9% |
55,153 |
23.0% |
|
505,746 |
433,625 |
16.6% |
845,336 |
-40.2% |
Shareholders' Equity |
|
|
|
|
|
Shareholders' Equity |
1,049,799 |
1,067,782 |
-1.7% |
1,735,903 |
-39.5% |
Non-controlling interests |
24,791 |
24,553 |
1.0% |
37,570 |
-34.0% |
|
1,074,590 |
1,092,335 |
-1.6% |
1,773,473 |
-39.4% |
Liabilities and Shareholders' Equity |
2,253,986 |
2,307,543 |
-2.3% |
3,251,879 |
-30.7% |
55
BALANCE SHEET TENDA SEGMENT
|
2Q14 |
1Q14 |
Q/Q (%) |
2Q13 |
Y/Y (%) |
| |||||
Current Assets |
|
|
|
|
|
Cash and cash equivalents |
618,118 |
594,712 |
3.9% |
768,869 |
-19.6% |
Receivables from clients |
424,221 |
461,984 |
-8.2% |
800,101 |
-47.0% |
Properties for sale |
527,646 |
526,490 |
0.2% |
594,874 |
-11.3% |
Other accounts receivable |
131,917 |
126,842 |
4.0% |
471,687 |
-72.0% |
Prepaid expenses and other |
- |
7,125 |
-100.0% |
9,743 |
-100.0% |
Properties for sale |
98,564 |
103,675 |
-4.9% |
128,570 |
-23.3% |
|
1,800,466 |
1,820,828 |
-1.1% |
2,773,844 |
-35.1% |
Long-term Assets |
|
|
|
|
|
Receivables from clients |
23,760 |
22,802 |
4.2% |
22,755 |
4.4% |
Properties for sale |
110,772 |
137,394 |
-19.4% |
133,242 |
-16.9% |
Other |
86,016 |
83,012 |
3.6% |
79,662 |
8.0% |
|
220,549 |
243,208 |
-9.3% |
235,659 |
-6.4% |
Intangible |
39,429 |
35,314 |
11.7% |
37,432 |
5.3% |
Investments |
193,544 |
208,193 |
-7.0% |
204,944 |
-5.6% |
|
|
|
|
|
|
Total Assets |
2,253,987 |
2,307,543 |
-2.3% |
3,251,879 |
-30.7% |
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Loans and financing |
74,395 |
81,049 |
-8.2% |
117,555 |
-36.7% |
Debentures |
98,928 |
219,201 |
-54.9% |
184,054 |
-46.3% |
Obligations for purchase of land and clients |
71,442 |
45,197 |
58.1% |
101,397 |
-29.5% |
Materials and service suppliers |
20,732 |
35,591 |
-41.7% |
27,372 |
-24.3% |
Taxes and contributions |
90,748 |
59,894 |
51.5% |
80,986 |
12.1% |
Other |
317,403 |
340,651 |
-6.8% |
121,705 |
160.8% |
|
673,648 |
781,583 |
-13.8% |
633,069 |
6.4% |
Long-term Liabilities |
|
|
|
|
|
Loans and financings |
58,295 |
86,943 |
-33.0% |
171,151 |
-65.9% |
Debentures |
300,000 |
200,000 |
50.0% |
548,224 |
-45.3% |
Obligations for purchase of land |
3,175 |
13,593 |
-76.6% |
3,388 |
-6.3% |
Deferred taxes |
10,643 |
8,872 |
20.0% |
12,297 |
-13.4% |
Provision for contingencies |
65,783 |
57,630 |
14.1% |
55,123 |
19.3% |
Other |
67,853 |
66,587 |
1.9% |
55,153 |
23.0% |
|
505,749 |
433,625 |
16.6% |
845,336 |
-40.2% |
Shareholders' Equity |
|
|
|
|
|
Shareholders' Equity |
1,049,799 |
1,067,782 |
-1.7% |
1,735,903 |
-39.5% |
Non-controlling interests |
24,791 |
24,553 |
1.0% |
37,570 |
-34.0% |
|
1,074,590 |
1,092,335 |
-1.6% |
1,773,473 |
-39.4% |
Liabilities and Shareholders' Equity |
2,253,987 |
2,307,543 |
-2.3% |
3,251,879 |
-30.7% |
56
CONSOLIDATED BALANCE SHEETS
|
2Q14 |
1Q14 |
Q/Q (%) |
2Q13 |
Y/Y (%) |
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and cash equivalents |
1,279,568 |
1,563,226 |
-18.1% |
1,101,160 |
16.2% |
Receivables from clients |
1,709,718 |
1,721,676 |
-0.7% |
2,184,064 |
-21.7% |
Properties for sale |
1,684,216 |
1,610,016 |
4.6% |
1,701,549 |
-1.0% |
Other accounts receivable |
217,263 |
176,544 |
23.1% |
186,866 |
16.3% |
Prepaid expenses and other |
26,223 |
30,331 |
-13.5% |
47,632 |
-44.9% |
Properties for sale |
- |
- |
- |
1,521,277 |
-100.0% |
Financial Instruments |
- |
- |
- |
3,133 |
- |
|
4,916,988 |
5,101,793 |
-3.6% |
6,745,681 |
-27.1% |
Long-term Assets |
|
|
|
|
|
Receivables from clients |
322,356 |
332,120 |
-2.9% |
286,913 |
12.4% |
Properties for sale |
578,480 |
653,174 |
-11.4% |
469,644 |
23.2% |
Other |
292,260 |
288,631 |
1.3% |
285,816 |
2.3% |
|
1,193,096 |
1,273,925 |
-6.3% |
1,042,373 |
14.5% |
Intangible |
145,657 |
139,726 |
4.2% |
149,850 |
-2.8% |
Investments |
1,032,662 |
1,102,619 |
-6.3% |
554,840 |
86.1% |
|
|
|
|
|
|
Total Assets |
7,288,403 |
7,618,063 |
-4.3% |
8,492,744 |
-14.2% |
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Loans and financing |
622,942 |
560,458 |
11.1% |
487,118 |
27.9% |
Debentures |
353,394 |
601,435 |
-41.2% |
385,757 |
-8.4% |
Obligations for purchase of land and clients |
364,637 |
360,200 |
1.2% |
478,054 |
-23.7% |
Materials and service suppliers |
76,619 |
138,536 |
-44.7% |
101,194 |
-24.3% |
Taxes and contributions |
117,728 |
112,735 |
4.4% |
155,716 |
-24.4% |
Obligation for investors |
7,517 |
12,421 |
-39.5% |
113,396 |
-93.4% |
Obligation for Assets for sale |
- |
- |
- |
727,005 |
-100.0% |
Other |
551,057 |
540,850 |
1.9% |
425,202 |
29.6% |
|
2,093,894 |
2,326,635 |
-10.0% |
2,873,442 |
-27.1% |
Long-term Liabilities |
|
|
|
|
|
Loans and financings |
814,345 |
924,960 |
-12.0% |
1,245,753 |
-34.6% |
Debentures |
882,508 |
856,982 |
3.0% |
1,373,912 |
-35.8% |
Obligations for purchase of land |
70,158 |
82,815 |
-15.3% |
54,728 |
28.2% |
Deferred taxes |
55,310 |
54,004 |
2.4% |
76,701 |
-27.9% |
Provision for contingencies |
133,528 |
124,997 |
6.8% |
124,081 |
7.6% |
Obligation for investors |
7,145 |
10,794 |
-33.8% |
14,443 |
-50.5% |
Other |
93,384 |
107,367 |
-13.0% |
111,226 |
-16.0% |
|
2,056,378 |
2,161,919 |
-4.9% |
3,000,844 |
-31.5% |
Shareholders' Equity |
|
|
|
|
|
Shareholders' Equity |
3,116,182 |
3,106,356 |
0.3% |
2,449,326 |
27.2% |
Non controlling interests |
21,949 |
23,153 |
-5.2% |
169,132 |
-87.0% |
|
3,138,131 |
3,129,509 |
0.3% |
2,618,458 |
19.8% |
Liabilities and Shareholders' Equity |
7,288,403 |
7,618,063 |
-4.3% |
8,492,744 |
-14.2% |
57
CASH FLOW
|
2Q14 |
2Q13 |
1H14 |
1H13 |
Income Before Taxes on Income |
9.617 |
-73.790 |
-24.181 |
-111.646 |
Expenses (income) not affecting working capital |
155.825 |
25.813 |
220.278 |
71.399 |
Depreciation and amortization |
15.977 |
10.134 |
29.999 |
20.431 |
Impairment allowance |
2.673 |
-853 |
379 |
-418 |
Write-off goodwill Cipesa |
- |
-490 |
- |
- |
Expense on stock option plan |
20.816 |
4.631 |
24.405 |
9.545 |
Penalty fee over delayed projects |
-63 |
-10.735 |
-675 |
-12.098 |
Unrealized interest and charges, net |
46.668 |
-13.260 |
70.624 |
19.424 |
Equity pickup |
-2.592 |
18.182 |
-1.575 |
-3.631 |
Disposal of fixed asset |
482 |
3.616 |
2.197 |
5.186 |
Warranty provision |
-7.479 |
-5.310 |
-10.957 |
-2.440 |
Provision for contingencies |
25.647 |
8.276 |
51.796 |
15.238 |
Profit sharing provision |
11.636 |
4.880 |
16.425 |
17.427 |
Allowance (reversal) for doubtful debts |
1.280 |
7.001 |
-3.306 |
-2.965 |
Investments write-off |
41.211 |
- |
41.211 |
- |
Profit / Loss from financial instruments |
-431 |
-259 |
-245 |
5.700 |
Clients |
365 |
5.094 |
179.022 |
96.826 |
Properties for sale |
-4.291 |
-18.605 |
-81.378 |
-127.903 |
Other receivables |
-10.634 |
-14.330 |
-2.398 |
-23.073 |
Deferred selling expenses and pre-paid expenses |
4.107 |
7.776 |
8.964 |
13.890 |
Obligations on land purchases |
-8.219 |
29.341 |
-53.554 |
24.620 |
Taxes and contributions |
-4.816 |
7.143 |
-31.088 |
-17.103 |
Accounts payable |
-60.673 |
54.655 |
-1.479 |
13.537 |
Salaries, payroll charges and bonus provision |
-44.962 |
-41.789 |
-45.826 |
-39.326 |
Other accounts payable |
11.507 |
5.467 |
-31.948 |
75.236 |
Current account operations |
-18.699 |
-1.825 |
-51.270 |
-13.697 |
Paid taxes |
- |
258 |
-84.682 |
-3.934 |
Cash used in operating activities |
29.127 |
-14.792 |
460 |
-41.174 |
Investments |
|
|
|
|
Purchase of property and equipment |
-22.390 |
-22.169 |
-35.128 |
-37.522 |
Redemption of securities, restricted securities and loans |
1.428.966 |
2.035.215 |
2.544.749 |
2.641.860 |
Investments in marketable securities, restricted securities |
-1.199.724 |
-2.055.909 |
-1.880.258 |
-2.450.241 |
Investments increase |
-15.568 |
3.502 |
-21.082 |
-3.876 |
Dividends receivables |
42.676 |
3.265 |
45.301 |
5.265 |
Cash used in investing activities |
233.960 |
-36.096 |
653.582 |
155.486 |
Financing |
|
|
|
|
Capital increase |
- |
4.863 |
- |
4.863 |
Contributions from venture partners |
-8.554 |
4.098 |
-109.018 |
-108.583 |
Increase in loans and financing |
203.522 |
643.414 |
378.913 |
948.313 |
Repayment of loans and financing |
-520.835 |
-597.593 |
-835.876 |
-857.622 |
Purchase of treasury shares |
-3.186 |
-35.634 |
-51.353 |
-39.970 |
Dividend payments |
- |
- |
-117.125 |
- |
Proceeds from subscription of redeemable equity interest |
- |
-6.571 |
- |
-5.089 |
Operations of mutual |
4.642 |
-5.344 |
-6.598 |
-11.677 |
Sale of treasury shares |
13.480 |
- |
13.480 |
- |
Result of sale of treasury shares |
-6.570 |
- |
-6.570 |
- |
Net cash provided by financing activities |
-317.501 |
7.233 |
-734.147 |
-69.765 |
Net increase (decrease) in cash and cash equivalents |
-54.414 |
-43.655 |
-80.105 |
44.547 |
the beginning of the period |
189.503 |
-155.754 |
215.194 |
432.202 |
At the end of the period |
135.089 |
-199.409 |
135.089 |
476.749 |
Net increase (decrease) in cash and cash equivalents |
-54.414 |
-43.655 |
-80.104 |
44.547 |
58
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)
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).
This release contains forward-looking statements about the business prospects, estimates for operating and financial results and Gafisa’s growth prospects. These are merely projections and, as such, are based exclusively on the expectations of management concerning the future of the business and its continued access to capital to fund the Company’s business plan. Such forward-looking statements depend, substantially, on changes in market conditions, government regulations, competitive pressures, the performance of the Brazilian economy and the industry, among other factors; therefore, they are subject to change without prior notice.
59
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of 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.
On July 28, 2014, giving continuity to the process for separating the business units, the Brazilian Securities Commission (CVM) granted the request of the subsidiary Tenda for converting the registry of the securities issuer into the “A” Category.
60
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 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 August 8, 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.
61
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 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.
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 June 30, 2014 and 2013, and the consolidated financial statements as of December 31, 2013 include the full consolidation of the following subsidiaries:
Interest % | ||
06/30/2014 |
12/31/2013 | |
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).62 |
62
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 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
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.
3. Pronouncements (new or revised) and interpretation adopted from 2013 or applicable as of January 1, 2014 and 2015
IFRS 15 – Revenue from contracts with customers
On May 28, 2014, the International Accounting Standards Board (IASB) and the Financial Accounting Standards Board (FASB) issued new standards for recognizing revenue under both IFRS and U.S. GAAP, respectively. The IFRS 15, Revenue from Contracts with Customers, requires that an entity recognizes the amount of revenue reflecting the consideration that it expects to receive in exchange for the control over those goods or services. The new standard is going to replace most of the detailed guidance on recognition of revenue that currently exists under IFRS and U.S. GAAP when it is adopted. The application is necessary for years beginning on or after January 1, 2017, with early adoption permitted for IFRS purposes and not locally permitted before the harmonization and approval from the CPC and the CVM.
The Company is examining the effects of IFRS 15 on its Financial Statements and has not yet completed its analysis, not being able to measure the impact of the adoption of this standard.
The other 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.
63
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
4. Cash and cash equivalents and short-term investments
4.1. Cash and cash equivalents
|
Company |
Consolidated | ||
|
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
|
|
|
|
|
Cash and banks |
10,821 |
11,940 |
113,726 |
121,222 |
Securities purchased under agreement to resell |
8,838 |
27,092 |
21,363 |
93,972 |
Total cash and cash equivalents |
19,659 |
39,032 |
135,089 |
215,194 |
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 | ||
|
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
|
|
|
|
|
Fixed-income Investment funds |
188,269 |
587,878 |
381,517 |
706,481 |
Government bonds (LFT) |
29,692 |
116,888 |
60,169 |
140,210 |
Securities purchased under agreement to resell |
162,667 |
328,169 |
331,079 |
393,648 |
Bank deposit certificates |
36,830 |
113,611 |
142,310 |
291,871 |
Restricted cash in guarantee to loans |
104,530 |
74,305 |
120,467 |
105,380 |
Restricted credits |
18,371 |
20,175 |
108,937 |
171,367 |
Other |
- |
- |
- |
12 |
Total short-term investments (Note 21.i.d and 21.ii.a) |
540,359 |
1,241,026 |
1,144,479 |
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.
64
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
5. Trade accounts receivable of development and services
|
Company |
Consolidated | ||
|
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
|
|
|
|
|
Real estate development and sales |
1,119,331 |
1,205,137 |
2,170,936 |
2,356,976 |
( - ) Allowance for doubtful accounts and cancelled contracts |
(7,352) |
(7,040) |
(148,502) |
(179,372) |
( - ) Adjustments to present value |
(16,533) |
(10,188) |
(24,893) |
(14,484) |
Services and construction and other receivables |
13,141 |
28,993 |
34,533 |
60,548 |
|
1,108,587 |
1,216,902 |
2,032,074 |
2,223,668 |
|
|
|
| |
Current |
880,141 |
1,034,833 |
1,709,718 |
1,909,877 |
Non-current |
228,446 |
182,069 |
322,356 |
313,791 |
The current and non-current portions fall due as follows:
|
Company |
Consolidated | ||
Maturity |
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
|
|
|
|
|
2014 |
438,490 |
1,052,062 |
1,181,578 |
2,103,733 |
2015 |
356,452 |
95,610 |
564,788 |
183,140 |
2016 |
192,210 |
43,011 |
234,388 |
61,963 |
2017 |
42,879 |
12,011 |
98,038 |
31,677 |
2018 |
22,719 |
6,979 |
28,120 |
8,275 |
2019 onwards |
79,722 |
24,457 |
98,557 |
28,736 |
|
1,132,472 |
1,234,130 |
2,205,469 |
2,417,524 |
( - ) Adjustment to present value |
(16,533) |
(10,188) |
(24,893) |
(14,484) |
( - ) Allowance for doubtful account and cancelled contracts |
(7,352) |
(7,040) |
(148,502) |
(179,372) |
|
1,108,587 |
1,216,902 |
2,032,074 |
2,223,668 |
During the period ended June 30, 2014, the changes in the allowance for doubtful accounts and cancelled contracts are summarized as follows:
|
Company |
6/30/2014 | |
|
|
Balance at December 31. 2013 |
(7,040) |
Additions (Note 23) |
(312) |
Balance at June 30, 2014 |
(7,352) |
|
Consolidated | ||
|
Receivables |
Properties for sale (Note 6) |
Net |
|
|
| |
Balance at December 31. 2013 |
(179,372) |
107,172 |
(72,200) |
Additions |
(312) |
- |
(312) |
Write-offs |
31,182 |
(27,564) |
3,618 |
Balance at June 30, 2014 |
(148,502) |
79,608 |
(68,894) |
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.
65
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
6. Properties for sale
|
Company |
Consolidated | ||
|
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
|
|
|
|
|
Land |
758,837 |
720,448 |
1,162,176 |
1,077,762 |
( - ) Adjustment to present value |
(4,984) |
(1,268) |
(6,605) |
(883) |
Property under construction |
393,546 |
327,343 |
670,993 |
630,407 |
Real estate cost in the recognition of the provision for cancelled contracts- Note 5 |
- |
- |
79,608 |
107,172 |
Completed units |
81,149 |
74,907 |
261,489 |
291,232 |
( - ) Provision for realization of properties for sale |
(3,298) |
(3,298) |
(11,276) |
(11,276) |
|
1,225,250 |
1,118,132 |
2,156,385 |
2,094,414 |
|
|
|
| |
Current portion |
870,901 |
780,867 |
1,577,905 |
1,442,019 |
Non-current portion |
354,349 |
337,265 |
578,480 |
652,395 |
There was no change in the provision for realization of properties for sale in the period ended June 30, 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 | ||
|
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
|
|
|
|
|
Advances to suppliers |
1,540 |
2,544 |
3,125 |
5,266 |
Recoverable taxes (IRRF, PIS, COFINS, among other) |
17,504 |
23,679 |
63,906 |
70,054 |
Judicial deposit (Note 17) |
100,845 |
95,343 |
138,621 |
127,405 |
Other |
- |
78 |
5,637 |
5,986 |
|
|
|
| |
|
119,889 |
121,644 |
211,289 |
208,711 |
|
|
|
| |
Current portion |
7,547 |
15,749 |
62,135 |
71,083 |
Non-current portion |
112,342 |
105,895 |
149,154 |
137,628 |
66
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 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 |
Additions |
2,514 |
(2,675) |
(161) |
Reversal/Write-offs |
(10,671) |
2,296 |
(8,375) |
Balance at June 30, 2014 |
163,953 |
(57,642) |
106,311 |
|
|
|
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.
67
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
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 |
6/30/2013 | |
|
|
|
Net operating revenue |
394,772 | |
Operating costs |
(201,967) | |
Operating expenses, net |
91,693 | |
Depreciation and amortization |
|
(1,622) |
Equity pick-up |
3,249 | |
Financial expenses |
(14,630) | |
Income and social contribution tax |
(7,344) | |
|
|
80,765 |
Noncontrolling interests |
|
(11,482) |
Profit for the period |
69,283 |
Cash flows |
6/30/2013 | |
|
|
|
|
|
|
Operating activities |
(81,682) | |
Investing activities |
120,701 | |
Financing activities |
(36,604) |
On December 9, 2013, the Company disclosed a material fact informing about the completion of transaction for selling the majority interest it held of 70% in AUSA. Therefore, with the disposal and cease of control over AUSA, the remaining stake of 30% is recognized using the equity method.
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.
68
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 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 |
6/30/2014 |
12/31/2013 |
6/30/2014 |
6/30/2014 |
6/30/2014 |
12/31/2013 |
|
6/30/2014 |
6/30/2013 |
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
6/30/2014 |
6/30/2013 |
6/30/2014 |
6/30/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construtora Tenda S.A. |
100% |
100% |
2,253,983 |
1,165,749 |
1,088,234 |
1,127,969 |
|
(55,443) |
(69,865) |
1,088,234 |
1,127,969 |
- |
- |
(55,444) |
(69,866) |
- |
- |
Alphaville Urbanismo S/A (g) |
10% |
10% |
1,831,149 |
1,355,832 |
475,317 |
454,054 |
|
16,551 |
69,283 |
47,532 |
45,405 |
141,132 |
136,216 |
1,639 |
6,704 |
4,916 |
- |
Shertis |
100% |
100% |
361,671 |
90,979 |
270,692 |
267,415 |
|
3,277 |
13,407 |
270,617 |
267,340 |
(75) |
(75) |
3,277 |
13,408 |
- |
- |
Gafisa Spe 26 Ltda. (h) |
100% |
100% |
176,606 |
10,490 |
166,115 |
162,059 |
|
4,056 |
2,177 |
166,115 |
- |
- |
- |
141 |
- |
- |
- |
Gafisa Spe 89 Ltda. |
100% |
100% |
77,200 |
9,462 |
67,738 |
77,656 |
|
(3,218) |
13,777 |
67,738 |
77,656 |
- |
- |
(3,218) |
13,777 |
- |
- |
Gafisa Spe 51 Ltda. |
100% |
100% |
64,936 |
4,257 |
60,678 |
57,377 |
|
(93) |
(393) |
60,678 |
57,377 |
- |
- |
(93) |
(393) |
- |
- |
Gafisa Spe 48 Ltda. (a) |
80% |
80% |
69,207 |
- |
69,207 |
68,652 |
|
1,469 |
(407) |
55,366 |
54,922 |
55,366 |
54,922 |
1,175 |
(326) |
1,175 |
(326) |
Gafisa Spe 72 Ltda. |
100% |
100% |
52,634 |
9,601 |
43,033 |
41,596 |
|
1,437 |
(4,350) |
43,033 |
41,596 |
- |
- |
1,437 |
(4,350) |
- |
- |
Gafisa Spe-55 Empr Imob (a) (h) |
80% |
80% |
54,360 |
3,591 |
50,769 |
49,058 |
|
3,178 |
(573) |
40,615 |
- |
40,615 |
41,278 |
113 |
- |
113 |
(458) |
Gafisa Spe-116 Empr Imob (a) |
50% |
50% |
82,122 |
1,557 |
80,565 |
82,075 |
|
(3,435) |
8 |
40,283 |
41,038 |
40,283 |
41,038 |
(1,718) |
4 |
(1,718) |
4 |
Parque Ecoville Spe 29 |
100% |
100% |
91,282 |
53,057 |
38,226 |
40,008 |
|
(1,782) |
4,716 |
38,226 |
40,008 |
- |
- |
(1,782) |
2,388 |
- |
(1,522) |
Edsp 88 - Cipesa Holding |
100% |
100% |
43,105 |
5,913 |
37,192 |
39,883 |
|
(2,691) |
(2,839) |
37,192 |
39,883 |
- |
- |
(2,691) |
(2,839) |
- |
- |
Gafisa Spe-130 Empr Imob |
100% |
100% |
45,122 |
8,753 |
36,369 |
(7) |
|
6,759 |
(1) |
36,369 |
- |
- |
- |
6,759 |
- |
- |
- |
Citta Ville |
50% |
50% |
65,975 |
6,425 |
59,550 |
55,886 |
|
777 |
1,308 |
29,775 |
27,943 |
- |
- |
389 |
654 |
- |
- |
Gafisa Spe-110 Empr Imob |
100% |
100% |
62,250 |
32,833 |
29,417 |
25,745 |
|
3,672 |
3,831 |
29,417 |
25,745 |
- |
- |
3,672 |
3,831 |
- |
- |
Gafisa Spe-107 Empr Imob (h) |
100% |
100% |
32,421 |
3,268 |
29,153 |
28,971 |
|
182 |
(380) |
29,153 |
- |
- |
- |
(34) |
- |
- |
- |
Gafisa Spe 88 Ltda. (h) |
100% |
100% |
27,984 |
968 |
27,016 |
25,600 |
|
1,454 |
(2,662) |
27,016 |
- |
- |
- |
1,491 |
- |
- |
- |
Gafisa Spe 41 Ltda. |
100% |
100% |
27,866 |
1,346 |
26,521 |
26,357 |
|
164 |
(486) |
26,521 |
26,357 |
- |
- |
164 |
(486) |
- |
- |
Gafisa Spe 50 Ltda. |
100% |
100% |
51,710 |
25,605 |
26,105 |
25,837 |
|
285 |
(236) |
26,105 |
25,837 |
- |
- |
285 |
(236) |
- |
- |
Gafisa Spe 31 Ltda. |
100% |
100% |
26,055 |
329 |
25,726 |
25,494 |
|
232 |
(790) |
25,726 |
25,494 |
- |
- |
232 |
(790) |
- |
- |
Gafisa Spe 47 Ltda. (a) |
80% |
80% |
31,397 |
76 |
31,321 |
31,275 |
|
(1) |
(1) |
25,057 |
25,020 |
25,057 |
25,020 |
(1) |
(1) |
(1) |
(1) |
Gafisa Spe-112 Empr Imob (h) |
100% |
100% |
22,861 |
1,595 |
21,266 |
20,634 |
|
632 |
2,897 |
21,266 |
- |
- |
- |
(1) |
- |
- |
- |
Sitio Jatiuca (a) |
50% |
50% |
56,832 |
3,699 |
53,133 |
64,035 |
|
1,117 |
3,677 |
20,567 |
32,018 |
20,567 |
32,018 |
559 |
1,838 |
559 |
1,838 |
Gafisa Spe 32 Ltda. |
100% |
100% |
19,137 |
1,059 |
18,078 |
18,070 |
|
8 |
79 |
18,078 |
18,070 |
- |
- |
8 |
79 |
- |
- |
Gafisa Spe 71 Ltda. (a) |
83% |
80% |
21,443 |
625 |
20,818 |
19,617 |
|
758 |
(700) |
17,279 |
15,694 |
17,279 |
15,694 |
610 |
(560) |
610 |
(560) |
Gafisa Spe-111 Empr Imob |
100% |
100% |
58,982 |
42,347 |
16,635 |
10,561 |
|
6,074 |
848 |
16,635 |
10,561 |
- |
- |
6,074 |
848 |
- |
- |
Parque Arvores (a) |
50% |
50% |
40,273 |
7,843 |
32,430 |
37,990 |
|
158 |
(1,776) |
16,215 |
24,550 |
16,215 |
24,550 |
79 |
609 |
79 |
609 |
Gafisa Spe 30 Ltda. (h) |
100% |
100% |
62,956 |
46,895 |
16,061 |
16,033 |
|
28 |
(172) |
16,061 |
16,033 |
- |
- |
28 |
(172) |
- |
- |
Fit 13 Spe Empr Imobiliários Ltda. (a) |
50% |
50% |
43,299 |
11,533 |
31,766 |
31,207 |
|
388 |
9,705 |
15,883 |
12,203 |
- |
- |
194 |
3,660 |
- |
- |
Gafisa Spe-106 Empr Imob (h) |
100% |
100% |
17,531 |
1,848 |
15,683 |
17,010 |
|
(1,327) |
(54) |
15,683 |
- |
- |
- |
(2) |
- |
- |
- |
Diodon Participações (h) |
100% |
100% |
15,519 |
- |
15,519 |
15,372 |
|
147 |
(2,050) |
15,576 |
- |
57 |
- |
94 |
- |
- |
- |
Gafisa Spe 92 Ltda. (h) |
100% |
100% |
15,521 |
761 |
14,760 |
14,644 |
|
116 |
992 |
14,760 |
- |
- |
- |
29 |
- |
- |
- |
Gafisa Spe 33 Ltda. |
100% |
100% |
14,075 |
- |
14,075 |
14,179 |
|
46 |
(626) |
14,075 |
- |
- |
- |
(27) |
- |
- |
- |
Gafisa Spe-121 Empr Imob |
100% |
100% |
66,421 |
52,828 |
13,592 |
6,151 |
|
7,441 |
897 |
13,592 |
6,151 |
- |
- |
7,441 |
- |
- |
- |
Gafisa Spe-123 Empr Imob |
100% |
100% |
89,055 |
75,496 |
13,559 |
10,462 |
|
3,097 |
1,996 |
13,559 |
10,462 |
- |
- |
3,097 |
1,996 |
- |
- |
Gafisa Spe-119 Empr Imob |
100% |
100% |
44,863 |
31,361 |
13,502 |
10,163 |
|
3,339 |
518 |
13,502 |
10,163 |
- |
- |
3,339 |
518 |
- |
- |
Apoena |
100% |
100% |
13,914 |
1,098 |
12,816 |
12,941 |
|
(125) |
1,233 |
12,816 |
12,941 |
- |
- |
(125) |
986 |
- |
- |
Alta Vistta (a) |
50% |
50% |
24,893 |
1,007 |
23,885 |
22,943 |
|
942 |
317 |
11,943 |
11,472 |
11,943 |
11,472 |
471 |
159 |
471 |
159 |
Gafisa Spe 65 Ltda. |
100% |
80% |
19,246 |
7,846 |
11,400 |
13,831 |
|
919 |
(253) |
11,400 |
11,065 |
746 |
11,065 |
770 |
(202) |
- |
(202) |
Gafisa Spe 25 Ltda. (h) |
100% |
100% |
11,550 |
211 |
11,340 |
11,411 |
|
(71) |
(43) |
11,340 |
- |
- |
- |
(4) |
- |
- |
- |
Aram |
100% |
100% |
11,877 |
814 |
11,063 |
5,981 |
|
1,412 |
331 |
11,063 |
6,387 |
- |
306 |
1,115 |
(6,126) |
(297) |
(6,126) |
Gafisa Spe 73 Ltda (a). |
80% |
80% |
13,939 |
138 |
13,801 |
13,389 |
|
27 |
(6) |
11,041 |
10,711 |
11,041 |
10,711 |
21 |
(5) |
21 |
(5) |
Gafisa Spe-113 Empr Imob (a) |
60% |
60% |
61,790 |
44,221 |
17,569 |
15,648 |
|
1,921 |
2,704 |
10,541 |
9,389 |
10,541 |
9,389 |
1,153 |
1,622 |
1,152 |
1,622 |
Varandas (a) |
50% |
50% |
115,479 |
95,304 |
20,176 |
25,982 |
|
(3,891) |
7,643 |
10,088 |
12,991 |
10,088 |
12,991 |
(1,946) |
4,081 |
(1,946) |
4,081 |
69
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 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 |
6/30/2014 |
12/31/2013 |
6/30/2014 |
6/30/2014 |
6/30/2014 |
12/31/2013 |
|
6/30/2014 |
6/30/2013 |
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
6/30/2014 |
6/30/2013 |
6/30/2014 |
6/30/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gafisa Spe 81 (h) |
100% |
100% |
58,877 |
50,284 |
8,592 |
6,290 |
|
2,302 |
7,389 |
8,592 |
- |
- |
- |
591 |
- |
- |
- |
Gafisa Spe 36 Ltda. |
100% |
100% |
24,755 |
16,615 |
8,140 |
7,691 |
|
448 |
711 |
8,140 |
7,691 |
- |
- |
448 |
711 |
- |
- |
Gafisa Spe-84 Empr Imob |
100% |
100% |
15,123 |
7,115 |
8,007 |
8,109 |
|
(102) |
(2,018) |
8,007 |
- |
- |
- |
27 |
- |
- |
- |
Gafisa Spe 38 Ltda. |
100% |
100% |
8,255 |
269 |
7,987 |
7,890 |
|
97 |
135 |
7,987 |
7,890 |
- |
- |
97 |
135 |
- |
- |
Atins Empr Imob (a) |
50% |
- |
27,419 |
12,641 |
14,778 |
- |
|
48 |
- |
7,389 |
- |
7,389 |
- |
25 |
- |
25 |
- |
Gafisa Spe-109 Empr Imob (h) |
100% |
100% |
8,815 |
1,558 |
7,257 |
6,938 |
|
320 |
637 |
7,257 |
- |
- |
- |
27 |
- |
- |
- |
Gafisa Spe-85 Empr Imob L (a) |
80% |
80% |
74,727 |
65,747 |
8,979 |
7,064 |
|
2,056 |
(9,896) |
7,183 |
5,651 |
7,183 |
5,651 |
1,644 |
(7,917) |
1,644 |
(7,917) |
Dubai Residencial (a) |
50% |
50% |
17,955 |
3,720 |
14,235 |
19,400 |
|
(532) |
(380) |
7,118 |
12,895 |
7,118 |
12,895 |
(266) |
(102) |
(266) |
(102) |
Gafisa Spe 37 Ltda. |
100% |
100% |
7,730 |
925 |
6,805 |
6,811 |
|
(6) |
2 |
6,805 |
6,811 |
- |
- |
(6) |
2 |
- |
- |
Costa Maggiore (a) |
50% |
50% |
15,225 |
1,692 |
13,533 |
15,463 |
|
971 |
1,743 |
6,767 |
10,307 |
6,767 |
10,307 |
609 |
955 |
609 |
955 |
Gafisa Spe 90 (h) |
100% |
100% |
10,972 |
4,508 |
6,465 |
6,351 |
|
114 |
(1,176) |
6,465 |
- |
- |
- |
10 |
- |
- |
- |
Parque Aguas (a) |
50% |
50% |
18,846 |
6,613 |
12,233 |
17,188 |
|
(1,191) |
(1,747) |
6,116 |
11,640 |
6,116 |
11,640 |
(595) |
(180) |
(595) |
(180) |
O Bosque Empr. Imob. Ltda. (a) |
60% |
60% |
8,919 |
50 |
8,869 |
9,123 |
|
(282) |
(114) |
5,321 |
5,460 |
5,321 |
5,460 |
4 |
(66) |
4 |
(66) |
Gafisa Spe 22 Ltda. |
100% |
100% |
5,835 |
585 |
5,251 |
5,255 |
|
(4) |
15 |
5,251 |
5,255 |
- |
- |
(4) |
15 |
- |
- |
Gafisa Spe 27 Ltda. |
100% |
100% |
20,461 |
15,216 |
5,245 |
5,973 |
|
(728) |
662 |
5,245 |
5,973 |
- |
- |
(728) |
662 |
- |
- |
OCPC01 Adjustment - Capitalized Interests (b) |
|
|
- |
- |
- |
- |
|
- |
- |
24,925 |
24,185 |
- |
- |
739 |
9,112 |
- |
- |
Other (*) |
|
|
456,459 |
247,058 |
209,403 |
208,366 |
|
(7,693) |
(8,942) |
18,427 |
75,828 |
18,440 |
2,501 |
3,969 |
(4,445) |
1,942 |
(1,735) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gafisa Spe 55 Ltda. |
0% |
80% |
- |
- |
- |
47,591 |
|
- |
(573) |
- |
- |
- |
41,278 |
- |
- |
- |
(458) |
Saí Amarela S/A |
50% |
50% |
2,401 |
39 |
2,362 |
1,935 |
|
(39) |
(79) |
- |
- |
948 |
968 |
- |
- |
(19) |
(39) |
Sunshine SPE S/A |
60% |
60% |
5,387 |
815 |
4,572 |
360 |
|
160 |
(1,249) |
- |
- |
2,743 |
2,647 |
- |
- |
96 |
(750) |
Other |
|
|
5,953 |
482 |
5,471 |
17,806 |
|
(43) |
456 |
- |
- |
386 |
1,978 |
- |
- |
(37) |
228 |
Indirect subsidiaries of Gafisa |
|
|
13,741 |
1,337 |
12,404 |
67,692 |
|
78 |
(1,445) |
- |
- |
4,077 |
46,871 |
- |
- |
40 |
(1,019) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated FIT 13 |
50% |
50% |
31,939 |
173 |
31,766 |
31,207 |
|
388 |
9,705 |
- |
- |
10,732 |
31,222 |
- |
- |
388 |
9,705 |
Fit Jardim Botanico Spe |
55% |
55% |
39,628 |
364 |
39,265 |
39,404 |
|
(114) |
905 |
- |
- |
21,596 |
21,672 |
- |
- |
(63) |
498 |
Fit 34 Spe Emp. Imob. |
70% |
70% |
32,389 |
1,271 |
31,119 |
29,964 |
|
991 |
1,753 |
- |
- |
21,783 |
20,975 |
- |
- |
694 |
1,227 |
Fit Spe 11 Emp. Imob. |
70% |
70% |
60,448 |
33,166 |
27,282 |
27,452 |
|
(541) |
1,493 |
- |
- |
19,097 |
19,217 |
- |
- |
(378) |
1,045 |
Ac Participações |
80% |
80% |
37,635 |
14,740 |
22,895 |
23,755 |
|
(1,423) |
593 |
- |
- |
18,317 |
19,004 |
- |
- |
(1,139) |
474 |
FIT 31 SPE Emp. Mob. |
70% |
70% |
32,575 |
19,191 |
13,384 |
15,155 |
|
(578) |
(12) |
- |
- |
9,369 |
10,608 |
- |
- |
(405) |
(9) |
Maria Ines Spe Emp. Imob. |
60% |
60% |
21,319 |
442 |
20,877 |
20,836 |
|
41 |
190 |
- |
- |
12,526 |
12,502 |
- |
- |
24 |
114 |
Fit Planeta Zoo/Ipitanga |
50% |
50% |
13,538 |
1,095 |
12,443 |
16,578 |
|
(70) |
(394) |
- |
- |
6,222 |
8,289 |
- |
- |
(33) |
(197) |
Fit Spe 03 Emp. Imob |
80% |
80% |
11,818 |
745 |
11,073 |
10,044 |
|
1,029 |
(2,077) |
- |
- |
8,858 |
8,035 |
- |
- |
823 |
(1,662) |
Cittá Itapoan |
50% |
50% |
15,256 |
1,726 |
13,530 |
14,757 |
|
(212) |
(812) |
- |
- |
6,765 |
7,379 |
- |
- |
(121) |
(406) |
FIT SPE 02 Emp. Mob. |
60% |
60% |
11,859 |
14 |
11,845 |
11,758 |
|
87 |
(75) |
- |
- |
7,107 |
7,055 |
- |
- |
52 |
(45) |
Parque Dos Pássaros |
50% |
50% |
35,947 |
11,095 |
24,852 |
35,230 |
|
(15) |
830 |
- |
- |
7,989 |
17,615 |
- |
- |
1 |
4,082 |
Araçagi |
50% |
50% |
86,055 |
24,347 |
61,708 |
59,996 |
|
(1,306) |
636 |
- |
- |
30,854 |
29,998 |
- |
- |
(653) |
318 |
Other (*) |
|
|
48,168 |
4,175 |
43,992 |
30,192 |
|
2,362 |
(61) |
- |
- |
12,329 |
12,132 |
- |
- |
11 |
2,409 |
Indirect subsidiaries of Tenda |
|
|
478,572 |
112,542 |
366,030 |
366,328 |
|
639 |
12,674 |
- |
- |
193,543 |
225,703 |
- |
- |
(799) |
17,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
7,663,177 |
3,767,093 |
3,896,084 |
3,916,410 |
|
(3,479) |
51,486 |
2,690,726 |
2,360,037 |
656,809 |
744,223 |
(14,639) |
(30,179) |
7,738 |
6,602 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Other investments (c) |
|
|
|
|
|
|
|
|
|
- |
91,056 |
- |
- |
|
|
|
|
Goodwill on acquisition of subsidiaries (d) |
|
|
|
|
|
|
|
|
|
43,080 |
43,080 |
- |
- |
|
|
|
|
Goodwill based on inventory surplus |
|
|
|
|
|
|
71,641 |
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 |
|
|
|
|
|
|
|
|
|
2,913,746 |
2,679,833 |
1,032,662 |
1,120,076 |
(14,639) |
(30,179) |
7,738 |
6,602 |
(*)Includes companies with investment balances below R$5,000.
70
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 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 |
Provision for net capital deficiency |
Equity pick-up | ||||||||||
Direct investees |
6/30/2014 |
12/31/2013 |
6/30/2014 |
6/30/2014 |
6/30/2014 |
12/31/2013 |
|
6/30/2014 |
6/30/2013 |
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
6/30/2014 |
6/30/2013 |
6/30/2014 |
6/30/2013 |
Provision for capital deficiency (f): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manhattan Square Emp. Imob. Res.1SPELtda |
50% |
50% |
119,743 |
175,643 |
(55,900) |
(43,283) |
|
(11,238) |
(6,313) |
(27,950) |
(21,642) |
(27,950) |
(21,642) |
(6,207) |
(3,157) |
(6,207) |
(3,157) |
Gafisa SPE 117 Emp .Im .Ltda. |
100% |
100% |
15,284 |
21,201 |
(5,918) |
(5,735) |
|
(182) |
(993) |
(5,918) |
(5,735) |
- |
- |
(182) |
(993) |
- |
- |
Gafisa SPE45 Emp .Im. Ltda. |
100% |
100% |
7,206 |
14,808 |
(7,602) |
(5,398) |
|
(2,204) |
(2,039) |
(7,602) |
(5,398) |
- |
- |
(2,204) |
(2,039) |
- |
- |
Gafisa SPE 69 Emp. Im. Ltda. |
100% |
100% |
949 |
6,270 |
(5,321) |
(2,862) |
|
(2,460) |
(440) |
(5,321) |
(2,862) |
- |
- |
(2,460) |
(440) |
- |
- |
Península SPE2 S/A |
50% |
50% |
1,427 |
4,586 |
(3,159) |
(3,887) |
|
623 |
372 |
(1,579) |
(1,943) |
(1,579) |
(1,943) |
312 |
186 |
312 |
186 |
Other (*) |
|
|
68,887 |
78,662 |
(9,775) |
8,788 |
|
(2,222) |
(4,226) |
(9,856) |
(6,020) |
(30) |
(1,863) |
(2,884) |
(3,415) |
(268) |
- |
Total provision for net capital deficiency |
|
|
213,496 |
301,170 |
(87,675) |
(52,377) |
|
(17,683) |
(13,639) |
(58,226) |
(43,600) |
(29,559) |
(25,448) |
(13,625) |
(9,858) |
(6,163) |
(2,971) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity pick-up |
|
|
|
|
|
|
|
|
|
- |
- |
- |
- |
(28,264) |
(40,037) |
1,575 |
3,631 |
(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, and carrying out its dissolution. 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).
(g) The Company’s interest of 30% in AUSA is composed of 10% in the Company Gafisa and 20% in the subsidiary Shertis.
(h) Entities reclassified from the SCP to the Company (see item (c), in view of the settlement of the obligations provided for in the contract and its subsequent dissolution (Note 15).
71
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 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 |
(28,264) |
1,575 |
Redemption of shares of subsidiaries (a) |
(100,000) |
- |
Contribution (reduction) of capital |
21,975 |
(27,148) |
Effect reflecting the program for purchase of treasury shares of Gafisa by Tenda (b) |
(22,728) |
- |
Reclassification of SCP investments (c) |
389,642 |
- |
Dividends receivable |
(41,569) |
(60,301) |
Other investments |
6,944 |
(1,540) |
Reclassification of the provision for investment losses |
14,613 |
- |
Usufruct of shares (dividends paid) (Nota 15) |
(6,700) |
- |
Balance at June 30, 2014 |
2,913,746 |
1,032,662 |
(a) It refers to the redemption of shares of the Company’s associate (Note 15(a))
(b) In the period ended June 30, 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).
(c) Reclassification because of the termination of the SCP and the transfer of the balances of assets and liabilities of investments to the parent company (Note 15(a)).
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.
72
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
10. Property and equipment
|
|
Company |
Consolidated |
| ||||||
Type |
12/31/2013 |
Addition |
Write-off |
100% depreciated items |
6/30/2014 |
12/31/2013 |
Addition |
Write-off |
100% depreciated items |
6/30/2014 |
Cost |
|
|
|
|
|
|
|
|
|
|
Hardware |
18,100 |
1,007 |
- |
(9,124) |
9,983 |
32,722 |
1,818 |
(41) |
(12,596) |
21,903 |
Vehicles |
- |
- |
- |
- |
- |
979 |
- |
- |
(979) |
- |
Leasehold improvements and installations |
8,545 |
- |
- |
(4,325) |
4,220 |
34,256 |
1,286 |
(44) |
(9,658) |
25,840 |
Furniture and fixtures |
1,717 |
167 |
(246) |
(960) |
678 |
5,764 |
1,122 |
(388) |
(1,111) |
5,387 |
Machinery and equipment |
2,637 |
1,246 |
- |
- |
3,883 |
3,836 |
1,925 |
(573) |
(4) |
5,184 |
Molds |
- |
- |
- |
- |
- |
8,130 |
6,224 |
- |
(8,130) |
6,224 |
Sales stands |
139,758 |
11,802 |
- |
(138,420) |
13,140 |
203,236 |
14,979 |
- |
(200,114) |
18,101 |
|
170,757 |
14,222 |
(246) |
(152,829) |
31,904 |
288,923 |
27,354 |
(1,046) |
(232,592) |
82,639 |
|
|
|
|
|
|
|
|
|
| |
Accumulated depreciation |
|
|
|
|
|
|
|
|
| |
Hardware |
(13,177) |
(947) |
- |
9,124 |
(5,000) |
(21,820) |
(1,975) |
27 |
12,596 |
(11,172) |
Vehicles |
- |
- |
- |
- |
- |
(979) |
- |
- |
979 |
- |
Leasehold improvements and installations |
(6,804) |
(1,018) |
- |
4,325 |
(3,497) |
(21,499) |
(2,954) |
20 |
9,658 |
(14,775) |
Furniture and fixtures |
(1,360) |
(30) |
246 |
960 |
(184) |
(3,662) |
(788) |
496 |
1,111 |
(2,843) |
Machinery and equipment |
(817) |
(132) |
- |
- |
(949) |
(1,104) |
(197) |
- |
4 |
(1,297) |
Molds |
- |
- |
- |
- |
- |
(6,945) |
(1,834) |
486 |
8,130 |
(163) |
Sales stands |
(136,360) |
(5,214) |
- |
138,420 |
(3,154) |
(196,529) |
(8,521) |
- |
200,114 |
(4,936) |
|
(158,518) |
(7,341) |
246 |
152,829 |
(12,784) |
(252,538) |
(16,269) |
1,029 |
232,592 |
(35,186) |
|
|
|
|
|
|
|
|
|
|
|
12,239 |
6,881 |
- |
- |
19,120 |
36,385 |
11,085 |
(17) |
- |
47,453 |
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 |
|
|
|
6/30/2014 |
|
Balance |
Addition |
Write-down/ amortization |
100% amortized items |
Balance |
|
|
|
|
|
|
Software – Cost |
80,406 |
2,838 |
- |
(14,780) |
68,464 |
Software – Depreciation |
(42,787) |
(6,717) |
- |
14,780 |
(34,724) |
Other |
8,404 |
1,795 |
(3,438) |
- |
6,761 |
|
46,023 |
(2,084) |
(3,438) |
- |
40,501 |
|
|
|
| ||
|
|
Consolidated | |||
|
12/31/2013 |
|
|
|
6/30/2014 |
|
Balance |
Addition |
Write-down/ amortization |
100% amortized items |
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 |
4,537 |
(1,151) |
(15,275) |
92,736 |
Software – Depreciation |
(54,708) |
253 |
(9,324) |
15,275 |
(48,504) |
Other |
13,343 |
2,287 |
(4,738) |
- |
10,892 |
|
63,260 |
7,077 |
(15,213) |
- |
55,124 |
|
|
|
|
| |
|
106,340 |
7,077 |
(15,213) |
- |
98,204 |
73
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
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.
11. Intangible assets --Continued
The Company evaluates the recovery of the carrying amount of goodwill at the end of each year. As of June 30, 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 |
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
|
|
|
|
|
|
|
Certificate of Bank Credit – CCB |
July 2014 and July 2017 |
1.30% to 2.20% + CDI / 117% to 123% of CDI / 13.20% |
424,668 |
550,052 |
424,668 |
550,052 |
National Housing System - SFH / SFI |
July 2014 to January 2018 |
8.30% to 11.00% + TR CDI + 117% |
705,242 |
699,132 |
1,012,619 |
1,088,258 |
|
|
|
1,129,910 |
1,249,184 |
1,437,287 |
1,638,310 |
|
|
|
|
|
| |
Current portion |
|
|
504,397 |
376,047 |
622,942 |
590,386 |
Non-current portion |
|
|
625,513 |
873,137 |
814,345 |
1,047,924 |
The current and non-current portions have the following maturities:
|
Company |
Consolidated | ||
Maturity |
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
|
|
|
|
|
2014 |
186,176 |
376,047 |
257,037 |
590,386 |
2015 |
547,775 |
489,889 |
712,468 |
642,328 |
2016 |
287,763 |
275,118 |
355,632 |
296,464 |
2017 |
106,802 |
106,898 |
110,739 |
107,901 |
2018 onwards |
1,394 |
1,232 |
1,411 |
1,231 |
1,129,910 |
1,249,184 |
1,437,287 |
1,638,310 |
74
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
12. Loans and financing –Continued
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 new debts, 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 June 30, 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 | ||
|
6/30/2014 |
6/30/2013 |
6/30/2014 |
6/30/2013 |
|
|
|
| |
Total financial expenses for the period |
129,808 |
105,340 |
170,045 |
153,812 |
Capitalized financial charges |
(76,155) |
(32,971) |
(104,685) |
(73,873) |
|
|
|
| |
Financial expenses (Note 25) |
53,653 |
72,369 |
65,360 |
79,939 |
|
|
|
| |
Financial charges included in “Properties for sale” |
|
|
|
|
|
|
|
|
|
Opening balance |
142,860 |
135,582 |
214,298 |
239,327 |
Capitalized financial charges |
76,155 |
32,971 |
104,685 |
73,873 |
Charges appropriated to profit or loss (Note 24) |
(43,291) |
(40,537) |
(75,103) |
(69,766) |
|
|
|
| |
Closing balance |
175,724 |
128,016 |
243,880 |
243,434 |
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.
75
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
13. Debentures
|
|
|
|
|
|
|
|
| |
|
|
|
|
Company |
Consolidated | ||||
Program/placement |
Principal - R$ |
Annual interest |
Final maturity |
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 | ||
|
|
|
|
|
|
|
| ||
Sixth placement (i) |
100,000 |
CDI + 1.50% |
June 2014 |
- |
151,513 |
- |
151,513 | ||
Seventh placement |
600,000 |
TR + 9.8160% |
December 2017 |
526,922 |
551,855 |
526,922 |
551,855 | ||
Eighth placement /first series |
288,427 |
CDI + 1.95% |
October 2015 |
294,681 |
294,073 |
294,681 |
294,073 | ||
Eighth placement /second series |
11,573 |
IPCA + 7.96% |
October 2016 |
15,371 |
14,216 |
15,371 |
14,216 | ||
First placement (Tenda) (ii) |
600,000 |
TR + 9.28% |
October 2016 |
- |
- |
398,928 |
409,561 | ||
|
|
|
|
836,974 |
1,011,657 |
1,235,902 |
1,421,218 | ||
|
|
|
|
|
|
| |||
Current portion |
|
|
|
254,466 |
354,271 |
353,394 |
563,832 | ||
Non-Current portion |
- |
|
|
582,508 |
657,386 |
882,508 |
857,386 | ||
(i) On June 2, 2014, the Company made the payment in the amount of R$158,969, of which R$100,000 related to the Face Value of the Placement and R$58,969 related to the interest payable, thus settling all obligations of its 6th Debenture Placement.
(ii) 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 should be paid on the original due date on April 1, 2014. 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.
The current and non-current portions fall due as follows.
|
Company |
Consolidated | ||
Maturity |
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
|
|
|
|
|
2014 |
180,000 |
354,271 |
198,928 |
563,832 |
2015 |
299,032 |
299,093 |
479,032 |
499,093 |
2016 |
158,386 |
158,292 |
358,386 |
158,292 |
2017 |
199,556 |
200,001 |
199,556 |
200,001 |
836,974 |
1,011,657 |
1,235,902 |
1,421,218 |
76
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
13. Debentures--Continued
The actual ratios and minimum and maximum amounts stipulated by these restrictive covenants at June 30, 2014 and December 31, 2013 are as follows:
|
6/30/2014 |
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) |
-10.75 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 |
-17.36% |
-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 |
2.22 times |
2.79 times |
|
| |
Eighth placement - 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 |
-7.07 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 |
-17.36% |
-31.6% |
|
|
|
6/30/2014 |
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. |
-2.27 times |
-2.49 times |
Net debt less debt with secured guarantee (3) required to be not in excess of 50% of equity. |
-58.88% |
-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, or below zero |
-354.96 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.
77
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of 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 | ||
|
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
|
|
|
|
|
Assignment of receivables: |
|
|
|
|
CCI obligation Jun/09 |
- |
- |
5,983 |
12,295 |
CCI obligation Jun/11 |
8,422 |
13,407 |
11,063 |
17,146 |
CCI obligation Dec/11 |
3,999 |
5,654 |
6,028 |
13,686 |
CCI obligation Jul/12 |
2,046 |
2,578 |
2,046 |
2,578 |
CCI obligation Nov/12 |
- |
- |
8,525 |
10,639 |
CCI obligation Dec/12 |
16,743 |
35,831 |
16,743 |
35,831 |
CCI obligation Dec/13 |
3,905 |
5,675 |
12,670 |
17,154 |
FIDC obligation |
4,306 |
5,337 |
8,804 |
6,381 |
Other |
6,101 |
5,719 |
4,593 |
4,187 |
|
45,522 |
74,201 |
76,455 |
119,897 |
|
|
|
| |
Current portion |
27,961 |
50,184 |
47,137 |
82,787 |
Non-current potion |
17,561 |
24,017 |
29,318 |
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 | ||
|
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
|
|
|
|
|
Payable to venture partners (a) |
- |
100,000 |
- |
103,814 |
Usufruct of shares (b) |
14,442 |
19,536 |
14,662 |
19,866 |
|
|
|
| |
|
14,442 |
119,536 |
14,662 |
123,680 |
|
|
|
| |
Current portion |
7,297 |
108,742 |
7,517 |
112,886 |
Non-current portion |
7,145 |
10,794 |
7,145 |
10,794 |
78
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
15. Payables to venture partners--Continued
The current and non-current portions fall due as follows:
|
Company |
|
Consolidated | ||
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 | ||
|
|
|
|
|
|
2014 |
3,648 |
108,742 |
|
3,868 |
112,886 |
2015 |
6,081 |
6,080 |
|
6,081 |
6,080 |
2016 |
3,573 |
3,574 |
|
3,573 |
3,574 |
2017 |
1,140 |
1,140 |
|
1,140 |
1,140 |
Total |
14,442 |
119,536 |
|
14,662 |
123,680 |
(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, with subsequent termination of the SCP created for this purpose.
(b) In the period ended June 30, 2014, the total amount of dividends paid to the preferred shareholders by means of the SPE-89 Empreendimentos Imobiliários S.A. was R$6,700 (Note 9).
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 | ||
|
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
|
|
|
|
|
Acquisition of interests |
5,102 |
5,102 |
5,847 |
5,102 |
Provision for penalties for delay in construction works |
8,756 |
6,873 |
13,855 |
14,530 |
Cancelled contract payable |
8,944 |
9,457 |
39,193 |
38,901 |
Warranty provision |
15,087 |
23,087 |
42,049 |
53,006 |
Deferred sales taxes (PIS and COFINS) |
21,035 |
24,841 |
30,771 |
40,461 |
Provision for net capital deficiency (Note 9) |
58,227 |
43,600 |
29,559 |
25,448 |
Long-term suppliers |
17,815 |
14,754 |
33,341 |
29,780 |
Other liabilities |
10,349 |
11,733 |
31,212 |
39,386 |
|
|
|
|
|
|
145,314 |
139,447 |
225,826 |
246,614 |
|
|
|
|
|
Current portion |
109,353 |
101,296 |
161,760 |
176,740 |
Non-current portion |
35,961 |
38,151 |
64,066 |
69,874 |
79
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
17. Provisions for legal claims and commitments
In the period ended June 30, 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) |
16,322 |
55 |
9,895 |
26,272 |
Payment and reversal of provision not used |
(5,385) |
- |
(5,053) |
(10,438) |
Balance at June 30, 2014 |
118,809 |
218 |
36,406 |
155,433 |
|
|
|
| |
Current portion |
51,064 |
218 |
36,406 |
87,688 |
Non-current portion |
67,745 |
- |
- |
67,745 |
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) |
26,301 |
216 |
25,279 |
51,796 |
Payment and reversal of provision not used |
(16,082) |
(161) |
(12,265) |
(28,508) |
Balance at June 30, 2014 |
150,941 |
1,637 |
68,638 |
221,216 |
|
|
|
|
|
Current portion |
51,064 |
218 |
36,406 |
87,688 |
Non-current portion |
99,877 |
1,419 |
32,232 |
133,528 |
80
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
17. Provisions for legal claims and commitments --Continued
(a) Civil, tax and labor lawsuits
(i) Lawsuits in which likelihood of loss is rated as possible
As of June 30, 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$538,702 (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 | ||||
|
|
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
|
|
|
|
|
|
Civil claims |
|
199,849 |
64,026 |
413,268 |
331,976 |
Tax claims |
|
45,144 |
39,248 |
56,822 |
45,413 |
Labor claims |
40,848 |
36,227 |
68,612 |
57,657 | |
285,841 |
139,501 |
538,702 |
435,046 |
(b) Payables related to the completion of real estate ventures
There was no change in relation to the information reported in Note 17(i)(b) to the financial statements as of December 31, 2013.
(c) Commitments
In addition to the commitments mentioned in Notes 6, 12 and 13, the Company has the following other commitments:
(i) The Company has contracts for the rental of 25 properties where its facilities are located, the monthly cost amounting to R$893 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.
(ii) As of June 30, 2014, the Company, through its subsidiaries, has long-term obligations in the amount of R$33,341 (R$29,780 e as of December 31, 2013), related to the supply of the raw material used in the development of its real estate ventures.
81
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
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.
18. Payables for purchase of properties and advances from customers
|
Company |
Consolidated | ||
|
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
|
|
|
|
|
Payables for purchase of properties |
101,963 |
115,397 |
197,423 |
262,902 |
Adjustment to present value |
(5,257) |
(873) |
(6,892) |
(873) |
Advances from customers |
|
|
|
|
Development and sales |
40,607 |
39,868 |
52,641 |
48,220 |
Barter transaction - Land |
148,596 |
165,703 |
191,623 |
178,100 |
|
|
|
|
|
|
285,909 |
320,095 |
434,795 |
488,349 |
|
|
|
|
|
Current portion |
248,633 |
284,366 |
364,637 |
408,374 |
Non-current portion |
37,276 |
35,729 |
70,158 |
79,975 |
19. Equity
19.1. Capital
As of June 30, 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 30,812,827 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.
82
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
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 June 30, 2014, 8,900,000 shares totaling R$28,627 were acquired. Additionally, the Company transferred 4,186,659 shares in the total amount of R$13,480 related to the exercise of options under the stock option plan of common shares by the beneficiaries, for which it received the total amount of R$6,909.
83
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
19. Equity -- Continued
19.1. Capital -- Continued
Treasury shares – 06/30/2014 | |||||
Type |
GFSA3 common |
R$ |
% |
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% |
2,020 |
1,731 |
1st quarter 2013 |
1,000,000 |
4.3316 |
0.23% |
3,370 |
4,336 |
2nd quarter 2013 |
9,000,000 |
3.9551 |
2.07% |
30,330 |
35,634 |
4th quarter 2013 |
8,500,000 |
3.6865 |
1.95% |
28,645 |
31,369 |
1st quarter 2014 |
14,900,000 |
3.2297 |
3.42% |
50,213 |
48,168 |
2nd quarter 2014 (transfers) |
(4,186,659) |
3.2168 |
-1.03% |
(14,109) |
(13,480) |
2nd quarter 2014 |
1,000,000 |
3.1843 |
0.25% |
3,370 |
3,187 |
|
30,812,827 |
3.4988 |
7.03% |
103,839 |
110,945 |
(*) Market value calculated based on the closing share price at June 40, 2014 (R$3.37), not considering the possible effect of volatilities.
Treasury shares – 12/31/2013 | |||||
Type |
GFSA3 common |
R$ |
% |
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 |
(15,900) |
Transfer related to the stock option plan |
4,187 |
Shares outstanding as of June 30, 2014 |
404,746 |
|
|
Weighted average shares outstanding |
405,443 |
On February 12, 2014, the Company made the settlement of interest on capital in the net amount of R$117,122.
84
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
19. Equity --Continued
19.2. Stock option plan
Expenses for granting stocks recorded under the account “General and administrative expenses” (Note 24) in the periods ended June 30, 2014 and 2013, are as follows:
6/30/2014 |
6/30/2013 | |
|
| |
Gafisa |
10,516 |
9,480 |
Tenda |
26 |
65 |
|
10,542 |
9,545 |
(i) Gafisa
The Company has a total of five stock option plans comprising common shares, launched in 2010, 2011, 2012, 2013 and 2014 which follow the rules established in the Stock Option Plan of the Company.
The granted options entitle their holders (employees) to purchase common shares of the Company’s capital, after periods that vary from one to five years of employment in the Company (essential condition to exercise the option), and expire ten years after the grant date.
Changes in the stock options outstanding in the years ended June 30, 2014 and December 31, 2013, including the respective weighted average exercise prices are as follows:
|
2014 |
2013 | ||
|
Number of options |
Weighted average exercise price (R$) |
Number of options |
Weighted average exercise price (R$) |
Options outstanding at the beginning of the year |
11,908,128 |
1.47 |
9,742,400 |
1.32 |
Options granted |
4,361,763 |
1.93 |
5,383,627 |
1.86 |
Options exercised |
(4,186,659) |
1.65 |
(2,329,422) |
2.09 |
Options expired |
(748,518) |
3.66 |
- |
- |
Options forfeited |
(153,809) |
0.10 |
(888,477) |
0.39 |
|
|
|
|
|
Options outstanding at the end of the period |
11,180,905 |
1.28 |
11,908,128 |
1.47 |
|
|
| ||
Vested options at the end of the year |
834,405 |
2.60 |
- |
- |
85
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
19. Equity --Continued
19.2. Stock option plan
(i) Gafisa--Continued
Outstanding and exercisable options as of June 30, 2014, are as follows:
Outstanding options |
Exercisable options | |||
Number of options |
Weighted average remaining contractual life (years) |
Weighted average exercise price (R$) |
Number of options |
Weighted average exercise price (R$) |
|
|
|
|
|
11,180,905 |
8.76 |
1.28 |
834,485 |
2.60 |
During the period ended June 30, 2014, the Company granted 4,361,760 options in connection with its stock option plan comprising common shares (5,383,627 options granted in 2013).
The fair value of the new options granted totaled R$7,464 (R$11,048 in 2013), which was determined based on the following assumptions:
|
2014 |
2013 | |
Pricing model |
MonteCarlo |
Binomial |
MonteCarlo |
Exercise price of options (R$) |
R$3.13 type A and R$0.01 type B |
R$2.73 |
R$2.73 e R$0.01 |
Weighted average price of options (R$) |
R$ 1.93 |
R$2.73 |
R$0.73 |
Expected volatility (%) – (*) |
55% |
40% |
40% |
Expected option life (years) |
5.16 years |
11.03 years |
1.97 years |
Dividend income (%) |
1.90% |
1.90% |
1.90% |
Risk-free interest rate (%) |
10.55% |
7.85% |
7.85% |
(*)The volatility was determined based on regression analysis of the ratio of the share volatility of the parent company, Gafisa S.A., to the Ibovespa index.
In the period ended June 30, 2014, the Company recognized in the heading "Other income (expenses), net", the expenses with the stock option plan of the former subsidiary Alphaville Urbanismo S.A., in the amount of R$13,863 related to the adjustment to the balance payable, according to the contract between the parties (Note 24).
86
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
19. Equity --Continued
19.2. Stock option plan
(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 June 30, 2014, the amount of R$14,965 (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 June 30, 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.
20. Income and social contribution taxes
(i) Current income and social contribution taxes
The reconciliation of the effective tax rate for the periods ended June 30, 2014 and 2013 is as follows:
|
Consolidated | |
|
6/30/2014 |
6/30/2013 |
|
|
|
Loss before income and social contribution taxes, and statutory interest |
(24,181) |
(111,646) |
Income tax calculated at the applicable rate - 34% |
8,221 |
37,959 |
Net effect of subsidiaries taxed by presumed profit |
4,677 |
(26,769) |
Tax losses (tax loss carryforwards used) |
(8,816) |
(1,571) |
Equity pick-up |
183 |
1,235 |
Stock option plan |
(8,298) |
(3,245) |
Other permanent differences |
(7,698) |
(15,574) |
Charges on payables to venture partners |
1,348 |
(6,505) |
Tax benefits recognized (not recognized) |
(7,886) |
1,041 |
(18,269) |
(13,429) | |
|
|
|
|
|
|
Tax expenses - current |
(16,874) |
(9,165) |
Tax expenses - deferred |
(1,395) |
(4,264) |
87
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
20. Income and social contribution taxes --Continued
(ii) Deferred income and social contribution taxes
As of June 30, 2014 and December 31, 2013, deferred income and social contribution taxes are from the following sources:
|
Company |
Consolidated | ||
|
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
|
|
|
|
|
Provisions for legal claims |
52,847 |
47,464 |
75,213 |
67,296 |
Temporary differences – PIS and COFINS deferred |
6,975 |
7,918 |
14,103 |
15,566 |
Provisions for realization of non-financial assets |
2,698 |
2,698 |
22,838 |
22,852 |
Temporary differences – CPC adjustment |
17,948 |
21,733 |
27,016 |
31,819 |
Other provisions |
38,161 |
39,684 |
71,153 |
76,735 |
Income and social contribution tax loss carryforwards |
84,731 |
86,848 |
303,774 |
288,712 |
Tax credits from downstream acquisition |
11,171 |
9,226 |
11,171 |
9,226 |
Tax benefits not recognized |
(6,478) |
(12,327) |
(282,420) |
(274,534) |
|
208,053 |
203,244 |
242,848 |
237,672 |
|
|
|
| |
Liabilities |
|
|
|
|
Negative goodwill |
(91,323) |
(91,323) |
(91,323) |
(91,323) |
Temporary differences –CPC adjustment |
(38,058) |
(36,822) |
(128,756) |
(127,790) |
Differences between income taxed on cash basis and recorded on an accrual basis |
(29,573) |
(26,000) |
(78,079) |
(75,211) |
|
(158,954) |
(154,145) |
(298,158) |
(294,324) |
|
|
|
| |
Total net |
49,099 |
49,099 |
(55,310) |
(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:
|
Company | ||||||
|
6/30/2014 |
|
12/31/2013 | ||||
|
Income tax |
Social contribution tax |
Total |
|
Income tax |
Social contribution tax |
Total |
Balance of the income and social contribution tax loss carryforwards |
249,209 |
249,209 |
|
|
255,435 |
255,435 |
- |
Deferred tax assets (25%/9%) |
62,302 |
22,429 |
84,731 |
|
63,859 |
22,989 |
86,848 |
Recognized deferred tax asset |
57,539 |
20,714 |
78,253 |
|
54,795 |
19,726 |
74,521 |
Unrecognized deferred tax asset |
4,763 |
1,715 |
6,478 |
|
9,064 |
3,263 |
12,327 |
88
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
20. Income and social contribution taxes --Continued
(ii) Deferred income and social contribution taxes --Continued
|
Consolidated | ||||||
|
6/30/2014 |
|
12/31/2013 | ||||
|
Income tax |
Social contribution tax |
Total |
|
Income tax |
Social contribution tax |
Total |
Balance of the income and social contribution tax loss carryforwards |
893,453 |
893,453 |
|
|
849,150 |
849,150 |
- |
Deferred tax assets (25%/9%) |
223,363 |
80,411 |
303,774 |
|
212,288 |
76,424 |
288,712 |
Recognized deferred tax asset |
57,539 |
20,714 |
78,253 |
|
54,795 |
19,726 |
74,521 |
Unrecognized deferred tax asset |
165,824 |
59,697 |
225,521 |
|
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 |
4,124 |
2015 |
46,534 |
2016 |
531 |
2017 |
9,120 |
2018 |
17,871 |
2019 to 2023 |
140,999 |
227,026 |
89
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
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.
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.
90
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
21. Financial instruments --Continued
(i) Risk considerations --Continued
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 year. Pursuant to its treasury policies, the Company does not own or issue derivative financial instruments for purposes other than hedging.
As of June 30, 2014, the Company had derivative contracts for hedging purposes in relation to interest fluctuations, with final maturity between December 2014 and June 2017. The derivative contracts are as follows:
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 |
6/30/2014 |
12/31/2013 |
|
|
|
|
|
|
|
|
|
Gafisa S/A |
Banco Votorantim S.A. |
110,000 |
Fixed 14.0993% |
CDI 1.6344% |
12/20/2013 |
06/20/2014 |
- |
978 |
Gafisa S/A |
Banco Votorantim S.A. |
82,500 |
Fixed 11.4925% |
CDI 0.2801% |
06/20/2014 |
12/22/2014 |
155 |
128 |
Gafisa S/A |
Banco Votorantim S.A. |
82,500 |
Fixed 13.7946% |
CDI 1.6344% |
12/22/2014 |
06/22/2015 |
323 |
(91) |
Gafisa S/A |
Banco Votorantim S.A. |
55,000 |
Fixed 11.8752% |
CDI 0.2801% |
06/22/2015 |
12/21/2015 |
(21) |
(306) |
Gafisa S/A |
Banco Votorantim S.A. |
55,000 |
Fixed 14.2672% |
CDI 1.6344% |
12/21/2015 |
06/20/2016 |
62 |
(236) |
Gafisa S/A |
Banco Votorantim S.A. |
27,500 |
Fixed 11.1136% |
CDI 0.2801% |
06/20/2016 |
12/20/2016 |
(128) |
(255) |
Gafisa S/A |
Banco Votorantim S.A. |
27,500 |
Fixed 15.1177% |
CDI 1.6344% |
12/20/2016 |
06/20/2017 |
84 |
(35) |
475 |
183 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
475 |
183 | |
|
|
|
|
|
Non-current |
- |
- |
91
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
21. Financial instruments --Continued
(i) Risk considerations --Continued
During the period ended June 30, 2014, the amount of R$245 (R$2,894 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 (Note25).
The estimated fair value of derivative financial instruments contracted by the Company was determined based on information available in the market and specific valuation methodologies.
b) Derivative financial instruments --Continued
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.
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.
92
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
21. Financial instruments --Continued
(i) Risk considerations --Continued
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 June 30, 2014 |
Less than 1 year |
1 to 3 years |
4 to 5 years |
More than 5 years |
Total |
Loans and financing (Note 12) |
504,397 |
607,748 |
17,765 |
- |
1,129,910 |
Debentures (Note 13) |
254,466 |
482,730 |
99,778 |
- |
836,974 |
Payables to venture partners (Note 15) |
7,297 |
6,005 |
1,140 |
- |
14,442 |
Suppliers |
44,375 |
- |
- |
- |
44,375 |
|
810,535 |
1,096,483 |
118,683 |
- |
2,025,701 |
|
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) |
376,047 |
765,007 |
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 |
|
890,475 |
1,232,047 |
309,270 |
- |
2,431,792 |
93
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
21. Financial instruments --Continued
(i) Risk considerations --Continued
d) Liquidity risk --Continued
|
Consolidated | ||||
Period ended June 30, 2014 |
Less than 1 year |
1 to 3 years |
4 to 5 years |
More than 5 years |
Total |
Loans and financing (Note 12) |
622,942 |
796,458 |
17,887 |
- |
1,437,287 |
Debentures (Note 13) |
353,394 |
782,730 |
99,778 |
- |
1,235,902 |
Payables to venture partners (Note 15) |
7,517 |
6,005 |
1,140 |
- |
14,662 |
Suppliers |
76,619 |
- |
- |
- |
76,619 |
|
1,060,472 |
1,585,193 |
118,805 |
- |
2,764,470 |
|
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 |
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 as of June 30, 2014 and December 31, 2013:
|
Company |
Consolidated | ||||
|
Fair value classification | |||||
As of June 30, 2014 |
Level 1 |
Level 2 |
Level 3 |
Level 1 |
Level 2 |
Level 3 |
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
Cash equivalents (Note 4.1) |
- |
19,659 |
- |
- |
135,089 |
- |
Short-term investments (Note 4.2) |
- |
540,359 |
- |
- |
1,144,479 |
- |
Derivative financial instruments (Note 21.i.b) |
- |
475 |
- |
- |
475 |
- |
|
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 |
- |
94
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
21. Financial instruments --Continued
(i) Risk considerations --Continued
d) Liquidity risk --Continued
Fair value classification --Continued
In addition, we show the fair value classification of financial instruments liabilities:
|
Company |
Consolidated | ||||
|
Fair value classification | |||||
As of June 30, 2014 |
Level 1 |
Level 2 |
Level 3 |
Level 1 |
Level 2 |
Level 3 |
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
Loans and financing (Note 21.ii.a) |
- |
1,140,866 |
- |
- |
1,441,815 |
- |
Debentures (Note 21.ii.a) |
- |
849,445 |
- |
- |
1,241,064 |
- |
Payables to venture partners (Note 21.ii.a) |
- |
16,415 |
- |
- |
16,633 |
- |
|
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 June 30, 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.
95
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
21. Financial instruments --Continued
(ii) Fair value of financial instruments -- Continued
a) Fair value measurement —Continued
The main consolidated carrying amounts and fair values of financial assets and liabilities at June 30,2014 and December 31, 2013 are as follows:
|
Company | |||
|
6/30/2014 |
12/31/2013 | ||
|
Carrying amount |
Fair value |
Carrying amount |
Fair value |
|
|
|
| |
Financial assets |
|
|
|
|
Cash and cash equivalents (Note 4.1) |
19,659 |
19,659 |
39,032 |
39,032 |
Short-term investments (Note 4.2) |
540,359 |
540,359 |
1,241,026 |
1,241,026 |
Derivative financial instruments |
475 |
475 |
183 |
183 |
Trade accounts receivable (Note 5) |
1,108,587 |
1,108,587 |
1,216,902 |
1,216,902 |
|
|
|
|
|
Financial liabilities |
|
|
|
|
Loans and financing (Note 12) |
1,129,910 |
1,140,866 |
1,249,184 |
1,254,757 |
Debentures (Note 13) |
836,974 |
849,445 |
1,011,657 |
1,019,298 |
Payables to venture partners (Note 15) |
14,442 |
16,415 |
119,536 |
121,060 |
Suppliers |
45,619 |
45,619 |
51,415 |
51,415 |
|
Consolidated | |||
|
6/30/2014 |
12/31/2013 | ||
|
Carrying amount |
Fair value |
Carrying amount |
Fair value |
|
|
|
| |
Financial assets |
|
|
|
|
Cash and cash equivalents (Note 4.1) |
135,089 |
135,089 |
215,194 |
215,194 |
Short-term investments (Note 4.2) |
1,144,479 |
1,144,479 |
1,808,969 |
1,808,969 |
Derivative financial instruments (Note 21(i)(b)) |
475 |
475 |
183 |
183 |
Trade accounts receivable (Note 5) |
2,032,074 |
2,032,074 |
2,223,668 |
2,223,668 |
|
|
|
|
|
Financial liabilities |
|
|
|
|
Loans and financing (Note 12) |
1,437,287 |
1,441,815 |
1,638,310 |
1,641,503 |
Debentures (Note 13) |
1,235,902 |
1,241,064 |
1,421,218 |
1,428,859 |
Payables to venture partners (Note 15) |
14,662 |
16,633 |
123,680 |
125,719 |
Suppliers |
77,864 |
77,864 |
79,342 |
79,342 |
96
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
21. Financial instruments —Continued
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.
(iii) Capital stock management
The other explanation related to this note was not subject to significant changes in relation to those disclosed 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 | ||
|
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
|
|
|
|
|
Loans and financing (Note 12) |
1,129,910 |
1,249,184 |
1,437,287 |
1,638,310 |
Debentures (Note 13) |
836,974 |
1,011,657 |
1,235,902 |
1,421,218 |
Obligations assumed on assignment of receivables (Note 14) |
45,522 |
74,201 |
76,455 |
119,897 |
Payables to venture partners (Note 15) |
14,442 |
119,536 |
14,662 |
123,680 |
( - ) Cash and cash equivalents and short-term investments (Notes 4.1 and 4.2) |
(560,018) |
(1,280,058) |
(1,279,568) |
(2,024,163) |
Net debt |
1,466,830 |
1,174,520 |
1,484,738 |
1,278,942 |
Equity |
3,116,182 |
3,190,724 |
3,138,131 |
3,214,483 |
Equity and net debt |
4,583,012 |
4,365,244 |
4,622,869 |
4,493,425 |
(iv) Sensitivity analysis
The following 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.
97
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
21. Financial instruments -- Continued
(iv) Sensitivity analysis -- Continued
As of June 30, 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 10.80%, the TR at 1.04%, the INCC rate at 7.23%, the General Market Prices Index (IGP-M) at 5.44% and the National Consumer Price Index – Extended (IPCA) at 6.46%. 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
98
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
21. Financial instruments --Continued
(iv) Sensitivity analysis --Continued
As of June 30, 2014:
Scenario | |||||
I |
II |
III |
IV | ||
Instrument |
Risk |
Increase 50% |
Increase 25% |
Decrease 25% |
Decrease 50% |
|
|||||
Short-term investments |
Increase/decrease of CDI |
51,518 |
25,759 |
(25,759) |
(51,518) |
Loans and financing |
Increase/decrease of CDI |
(30,373) |
(15,187) |
15,187 |
30,373 |
Debentures |
Increase/decrease of CDI |
(14,364) |
(7,182) |
7,182 |
14,364 |
Payables to venture partners |
Increase/decrease of CDI |
- |
- |
- |
- |
Derivative financial instruments |
Increase/decrease of CDI |
(7,076) |
(3,680) |
3,990 |
8,336 |
|
|
|
| ||
Net effect of CDI variation |
(295) |
(290) |
600 |
1,555 | |
|
|
|
| ||
Loans and financing |
Increase/decrease of TR |
(3,852) |
(1,926) |
1,926 |
3,852 |
Debentures |
Increase/decrease of TR |
(4,767) |
(2,384) |
2,384 |
4,767 |
|
|
|
| ||
Net effect of TR variation |
(8,619) |
(4,310) |
4,310 |
8,619 | |
|
|
|
| ||
Debentures |
Increase/decrease of IPCA |
(466) |
(233) |
233 |
466 |
|
|
|
|
| |
Net effect of IPCA variation |
(466) |
(233) |
233 |
466 | |
|
|
|
| ||
Accounts receivable |
Increase/decrease of INCC |
68,530 |
34,265 |
(34,265) |
(68,530) |
Properties for sale |
Increase/decrease of INCC |
56,799 |
28,399 |
(28,399) |
(56,799) |
|
|
|
|
| |
Net effect of INCC variation |
125,329 |
62,664 |
(62,664) |
(125,329) | |
|
|
|
|
|
99
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of 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) |
100
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of 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 |
6/30/2014 |
12/31/2013 |
6/30/2014 |
12/31/2013 |
|
|
|
|
|
Assets |
|
|
|
|
Current account: |
|
|
|
|
Total SPEs |
210,461 |
163,130 |
145,729 |
80,804 |
Condominium and consortia and thirty party’s works |
8,924 |
1,743 |
8,924 |
1,743 |
Loan receivable |
102,946 |
98,272 |
143,106 |
136,508 |
Dividends receivable |
3,340 |
7,443 |
- |
- |
|
325,671 |
270,588 |
297,759 |
219,055 |
|
|
|
| |
Current |
222,725 |
172,316 |
154,653 |
82,547 |
Non-current |
102,946 |
98,272 |
143,106 |
136,508 |
|
|
|
| |
Liabilities |
|
|
|
|
Current account |
|
|
|
|
Purchase/sale of interests |
(41,125) |
(39,100) |
(41,125) |
(39,100) |
Total SPEs and Tenda |
(472,927) |
(163,075) |
(113,617) |
(94,578) |
|
(514,052) |
(202,175) |
(154,742) |
(133,678) |
|
|
|
| |
Current |
(514,052) |
(202,175) |
(154,742) |
(133,678) |
|
|
|
|
|
The composition, nature and condition of loan receivable by the Company are shown below:
|
Company |
|
| |
6/30/2014 |
12/31/2013 |
Nature |
Interest rate | |
|
|
|
|
|
Engenho |
16 |
15 |
Construction |
12% p.a. + IGPM |
Laguna Di Mare - Tembok Planej. E Desenv. Imob. Ltda. |
- |
2,279 |
Construction |
12% p.a. + IGPM |
Vistta Laguna - Tembok Planej. E Desenv. Imob. Ltda. |
15,406 |
15,201 |
Construction |
12% p.a. + IGPM |
Gafisa SPE 65 Emp. Imobiliários Ltda. |
- |
2,929 |
Construction |
3% p.a. + CDI |
Gafisa SPE 46 Emp. Imobiliários Ltda. |
1,170 |
1,056 |
Construction |
12% p.a. + IGPM |
Gafisa SPE 71 Emp. Imobiliários Ltda. |
6,778 |
6,066 |
Construction |
3% p.a. + CDI |
Gafisa SPE 76 Emp. Imobiliários Ltda. |
- |
3,863 |
Construction |
4% p.a. + CDI |
Acquarelle Civilcorp Incorporações Ltda. |
455 |
411 |
Construction |
12% p.a. + IGPM |
Manhattan Residencial I |
72,410 |
62,441 |
Construction |
10% p.a. + TR |
Manhattan Comercial I |
16 |
15 |
Construction |
10% p.a. + TR |
Manhattan Residencial II |
144 |
137 |
Construction |
10% p.a. + TR |
Manhattan Comercial II |
69 |
65 |
Construction |
10% p.a. + TR |
Scena Laguna - Tembok Planej. e Desenv. Imob. Ltda. |
6,482 |
3,794 |
Construction |
12% p.a. + IGPM |
Total Company |
102,946 |
98,272 |
||
|
|
|
|
|
101
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
22. Related parties --Continued
22.1. Balances with related parties --Continued
|
Consolidated |
|
| |
30/6/2014 |
31/12/2013 |
Nature |
Interest rate | |
|
|
|
|
|
Engenho |
16 |
15 |
Construction |
12% p.a. + IGPM |
Laguna Di Mare - Tembok Planej. E Desenv. Imob. Ltda. |
- |
2,279 |
Construction |
12% p.a. + IGPM |
Vistta Laguna - Tembok Planej. E Desenv. Imob. Ltda. |
15,406 |
15,201 |
Construction |
12% p.a. + IGPM |
Gafisa SPE 65 Emp. Imobiliários Ltda. |
- |
2,929 |
Construction |
3% p.a. + CDI |
Gafisa SPE-46 Emp. Imobiliários Ltda. |
1,170 |
1,056 |
Construction |
12% p.a. + IGPM |
Gafisa SPE-71 Emp. Imobiliários Ltda. |
6,778 |
6,066 |
Construction |
3% p.a. + CDI |
Gafisa SPE- 76 Emp. Imobiliários Ltda. |
- |
3,863 |
Construction |
4% p.a. + CDI |
Acquarelle - Civilcorp Incorporações Ltda. |
455 |
411 |
Construction |
12% p.a. + IGPM |
Manhattan Residencial I |
72,410 |
62,441 |
Construction |
10% p.a. + TR |
Manhattan Comercial I |
16 |
15 |
Construction |
10% p.a. + TR |
Manhattan Residencial II |
144 |
137 |
Construction |
10% p.a. + TR |
Manhattan Comercial II |
69 |
65 |
Construction |
10% p.a. + TR |
Scena Laguna - Tembok Planej. E Desenv. Imob. Ltda. |
6,482 |
3,794 |
Construction |
12% p.a. + IGPM |
Fit Jardim Botanico SPE Emp. Imob. Ltda. |
18,538 |
17,998 |
Construction |
113.5% of 126.5% of CDI |
Fit 09 SPE Emp. Imob. Ltda. |
7,745 |
7,183 |
Construction |
120% of 126.5% of CDI |
Fit 19 SPE Emp. Imob. Ltda. |
4,016 |
4,003 |
Construction |
113.5% of 126.5% of CDI |
Acedio SPE Emp. Imob. Ltda. |
3,827 |
3,589 |
Construction |
113.5% of 126.5% of CDI |
Ac Participações Ltda. |
5,219 |
4,710 |
Construction |
12% p.a. + IGPM |
Other |
815 |
753 |
Construction |
Several |
Total consolidated |
143,106 |
136,508 |
|
|
In the period ended June 30, 2014 the recognized financial income from interest on loans amounted to R$4,336 (R$4,028 in 2013) in the Company’s statement and R$6,006 (R$4,885 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.
102
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
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 ofR$1,637,783 (R$1,428,286 in 2013).
23. Net operating revenue
Company |
Consolidated | |||
6/30/2014 |
6/30/2013 |
6/30/2014 |
6/30/2013 | |
Gross operating revenue |
|
|
|
|
Real estate development, sale, barter transactions and construction services |
570,732 |
656,761 |
1,061,801 |
1,191,922 |
(Recognition) Reversal of allowance for doubtful accounts and provision for cancelled contracts (Note 5) |
(312) |
9 |
30,870 |
80,907 |
Taxes on sale of real estate and services |
(53,342) |
(57,003) |
(85,140) |
(124,415) |
Net operating revenue |
517,078 |
599,767 |
1,007,531 |
1,148,414 |
24. Costs and expenses by nature
These are represented by the following:
Company |
Consolidated | |||
6/30/2014 |
6/30/2013 |
6/30/2014 |
6/30/2013 | |
Cost of real estate development and sale: |
|
|
|
|
Construction cost |
(223,677) |
(250,936) |
(480,494) |
(538,628) |
Land cost |
(57,794) |
(109,907) |
(99,102) |
(159,687) |
Development cost |
(18,969) |
(21,710) |
(50,597) |
(68,842) |
Capitalized financial charges (Note 12) |
(43,291) |
(40,537) |
(75,103) |
(69,766) |
Maintenance / warranty |
(8,281) |
(5,622) |
(12,419) |
(11,597) |
Recognition (reversal) of provision for cancelled contracts (Note 5) |
- |
- |
(27,564) |
(77,951) |
|
(352,012) |
(428,712) |
(745,279) |
(926,471) |
|
|
|
| |
Commercial expenses: |
|
|
|
|
Product marketing expenses |
(14,256) |
(26,755) |
(27,497) |
(50,256) |
Brokerage and sale commission |
(9,382) |
(25,657) |
(18,095) |
(48,195) |
Customer Relationship Management expenses and corporate marketing |
(12,699) |
(7,112) |
(24,492) |
(13,360) |
Other |
(1,967) |
(2,031) |
(3,791) |
(3,816) |
|
(38,304) |
(61,555) |
(73,875) |
(115,627) |
|
|
|
| |
General and administrative expenses: |
|
|
|
|
Salaries and payroll charges |
(21,195) |
(25,847) |
(38,911) |
(46,329) |
Employee benefits |
(1,983) |
(1,928) |
(3,503) |
(3,528) |
Travel and utilities |
(756) |
(1,632) |
(1,426) |
(2,689) |
Services |
(8,868) |
(7,089) |
(16,269) |
(12,986) |
Rents and condominium fees |
(4,345) |
(3,196) |
(7,351) |
(4,915) |
IT |
(7,720) |
(2,242) |
(12,819) |
(4,760) |
Stock option plan (Note 19.2) |
(10,516) |
(9,480) |
(10,542) |
(9,545) |
Reserve for profit sharing (Note 26.iii) |
(7,142) |
(9,799) |
(16,425) |
(17,427) |
Other |
(61) |
734 |
(591) |
(425) |
|
(62,586) |
(60,479) |
(107,837) |
(102,604) |
|
|
|
|
|
Other income (expenses), net: |
|
|
|
|
Expenses with lawsuits (Note 17) |
(26,272) |
(15,467) |
(51,796) |
(15,239) |
Equity pick-up in unincorporated venture (“SCP”) |
4,839 |
(3,985) |
- |
- |
Expenses with the adjustment to the stock option plan balance of AUSA (Note 19.2) |
(13,863) |
- |
(13,863) |
- |
Other |
(1,479) |
(492) |
348 |
(492) |
|
(36,775) |
(19,944) |
(65,311) |
(15,731) |
|
|
|
|
|
103
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
25. Financial income
|
Company |
Consolidated | ||
|
6/30/2014 |
6/30/2013 |
6/30/2014 |
6/30/2013 |
Financial income |
|
|
|
|
Income from financial investments |
43,229 |
10,592 |
68,924 |
25,405 |
Financial income on loans (Note 22) |
4,336 |
4,028 |
6,006 |
4,885 |
Interest income |
1,810 |
441 |
2,231 |
710 |
Other financial income |
2,262 |
143 |
5,001 |
4,688 |
51,637 |
15,204 |
82,162 |
35,688 | |
Financial expenses |
|
|
|
|
Interest on funding, net of capitalization (Note 12) |
(53,653) |
(72,369) |
(65,360) |
(79,939) |
Amortization of debenture cost |
(2,028) |
(1,389) |
(2,028) |
(1,643) |
Payables to venture partners |
- |
- |
(1,674) |
(10,182) |
Banking expenses |
(1,959) |
(5,454) |
(1,865) |
(7,361) |
Derivative transactions (Note 21 (i) (b)) |
245 |
(2,894) |
245 |
(2,894) |
Discount on securitization transaction |
- |
(3,984) |
- |
(3,764) |
Offered discount and other financial expenses |
(8,375) |
(6,764) |
(22,465) |
(12,732) |
(65,770) |
(92,854) |
(93,147) |
(118,515) |
104
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
26. Transactions with management and employees
(i) Management compensation
The amounts recorded in the account “general and administrative expenses” for the period ended June 30, 2014 and 2013, related to the compensation of the Company’s key management personnel are as follows:
|
Management compensation |
| |
Period ended June 30, 2014 |
Board of Directors |
Statutory Board |
Fiscal Council |
|
|
|
|
Number of members |
8 |
5 |
3 |
Annual fixed compensation (in R$) |
892 |
1,896 |
90 |
Salary / Fees |
874 |
1,705 |
90 |
Direct and indirect benefits |
18 |
191 |
- |
Monthly compensation (in R$) |
149 |
316 |
15 |
Total compensation |
892 |
1,896 |
90 |
Profit sharing |
- |
2,275 |
- |
|
|
| ||
|
Management compensation |
| ||
Period ended June 30, 2013 |
Board of Directors |
Statutory Board |
Fiscal Council | |
|
|
|
| |
Number of members |
9 |
6 |
3 | |
Annual fixed compensation (in R$) |
946 |
2,515 |
76 | |
Salary / Fees |
926 |
2,340 |
76 | |
Direct and indirect benefits |
20 |
175 |
- | |
Monthly compensation (in R$) |
158 |
419 |
13 | |
Total compensation |
946 |
2,515 |
76 | |
Profit sharing |
- |
4,875 |
- | |
105
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of 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 June 30, 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$5,962 (R$5,845 as of December 31, 2013).
(iii) Profit sharing
In the period ended June 30, 2014, the Company recorded an expense for profit sharing amounting to R$7,142 in the Company’s statement (R$9,799 in 2013) and R$16,425 in the consolidated statement (R$17,427 in 2013) in the heading “General and Administrative Expenses” (Note 24), which is broken down as follows.
Consolidated |
6/30/2014 |
6/30/2013 |
|
|
|
Gafisa and Tenda’ Statutory Board |
4,824 |
4,875 |
Other collaborators |
11,601 |
12,552 |
|
16,425 |
17,427 |
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 June 30, 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.
106
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of 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 June 30, 2014 and 2013, shares with dilutive potential are not considered, because the impact would be antidilutive.
|
| |
|
6/30/2014 |
6/30/2013 |
Basic numerator |
|
|
Proposed dividends and interest on capital |
- |
- |
Undistributed loss |
(40,640) |
(69,617) |
Undistributed loss, available for the holders of common shares |
(40,640) |
(69,617) |
|
|
|
Basic denominator (in thousands of shares) |
|
|
Weighted average number of shares |
405,443 |
429,270 |
|
|
|
Basic loss per share in Reais |
(0.1002) |
(0.1622) |
Diluted numerator |
|
|
Proposed dividends and interest on capital |
|
|
Undistributed loss |
- |
- |
Undistributed loss, available for the holders of common shares |
(40,640) |
(69,617) |
|
(40,640) |
(69,617) |
Diluted denominator (in thousands of shares) |
|
|
Weighted average number of shares |
405,443 |
429,270 |
Stock options |
- |
- |
Diluted weighted average number of shares |
405,443 |
429,270 |
|
|
|
|
|
|
Diluted loss per share in Reais |
(0.1002) |
(0.1622) |
|
|
|
|
|
|
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.
107
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of 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 |
6/30/2014 |
Net operating revenue |
724,657 |
282,874 |
1,007,531 |
Operating costs |
(516,632) |
(228,647) |
(745,279) |
|
|
| |
Gross profit |
208,025 |
54,227 |
262,252 |
|
|
| |
Selling expenses |
(47,420) |
(26,455) |
(73,875) |
General and administrative expenses |
(63,856) |
(43,982) |
(107,837) |
Depreciation and amortization |
(22,517) |
(7,482) |
(29,999) |
Financial expenses |
(67,549) |
(25,598) |
(93,147) |
Financial income |
55,320 |
26,841 |
82,161 |
Tax expenses |
(11,230) |
(7,039) |
(18,269) |
|
|
| |
Net profit/(loss) for the period from continuing operations |
14,803 |
(55,443) |
(40,640) |
|
|
| |
Customers (short and long term) |
1,584,093 |
447,981 |
2,032,074 |
Inventories (short and long term) |
1,530,175 |
626,210 |
2,156,385 |
Other assets |
1,920,152 |
1,179,792 |
3,099,944 |
|
|
| |
Total assets |
5,034,420 |
2,253,983 |
7,288,403 |
|
|
|
|
Total liabilities |
2,970,877 |
1,179,395 |
4,150,272 |
|
Consolidated | ||
|
Gafisa S.A. |
Tenda |
6/30/2013 |
|
|
|
|
Net operating revenue |
741,645 |
406,769 |
1,148,414 |
Operating cost |
(529,813) |
(396,658) |
(926,471) |
|
|
| |
Gross profit |
211,832 |
10,111 |
221,943 |
|
|
| |
Selling expenses |
(73,879) |
(41,748) |
(115,627) |
General and administrative expenses |
(60,478) |
(42,126) |
(102,604) |
Depreciation and amortization |
(15,044) |
(5,387) |
(20,431) |
Financial expenses |
(105,125) |
(13,390) |
(118,515) |
Financial income |
17,466 |
18,222 |
35,688 |
Tax expenses |
(6,376) |
(7,053) |
(13,429) |
|
|
| |
Loss for the period from continuing operations |
(55,210) |
(69,865) |
(125,075) |
|
|
|
|
Loss for the period from discontinued operations |
- |
- |
80,765 |
|
|
| |
Customers (short and long term) |
1,648,121 |
822,856 |
2,470,977 |
Inventories (short and long term) |
1,298,608 |
728,115 |
2,026,723 |
Other assets |
2,294,136 |
1,700,908 |
3,995,044 |
|
|
| |
Total assets |
5,240,865 |
3,251,879 |
8,492,744 |
|
|
|
|
Total liabilities |
4,395,881 |
1,478,405 |
5,874,286 |
108
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of 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 June 30, 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 (*) |
|
4,243,787 |
Appropriated sales revenue (A) (**) |
|
(2,787,692) |
Unappropriated sales revenue (B) (*) |
|
1,456,095 |
|
|
|
Completed ventures (C) |
|
966,880
|
|
|
|
Cumulative receipts (D) (**) |
|
(1,636,277)
|
109
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
30. Real estate ventures under construction – information and commitments --Continued
Advances from clients |
|
|
Appropriated revenue surplus (Note 18) (E) |
|
52,641 |
|
|
|
Total accounts receivable from developments (Note 5) (-A+C+D+E) |
|
2,170,936 |
(*) 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 June 30, 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) |
|
670,993 |
Estimated cost to be incurred with units in inventory (*) |
|
905,126 |
Total estimated cost incurred and to be incurred with units in inventory (a)(F) |
|
1,576,119 |
|
|
|
Estimated cost of units sold (*) (G) |
|
2,963,083 |
Incurred cost of units sold (H) (**) |
|
(1,902,474) |
Unappropriated estimated cost of units sold (*) (I) |
|
1,060,609 |
|
|
|
Total cost incurred and to be incurred (F+G) |
|
4,539,202 |
110
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)
30. Real estate ventures under construction – information and commitments --Continued
(a) The amount of R$255,047 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 June 30, 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) |
|
1,456,095 |
Unappropriated barter for land |
|
156,730 |
|
|
1,612,825 |
|
|
|
Unappropriated cost of units sold (I) |
|
(1,060,609) |
Estimated profit |
|
552,216 |
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 June 30, 2014, the retained profit of ventures under construction in connection with units sold is as follows:
Appropriated sales revenue (A) (**) |
|
2,787,692 |
Appropriated barter for land (**) |
|
94,802 |
|
|
2,882,494 |
|
|
|
Incurred cost of units sold (H) (**) |
|
(1,902,474) |
Profit (**) |
|
980,020 |
(**)Amounts stated cumulatively. Accordingly, they do not reflect the impacts on the statement of profit or loss for the period.
111
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of 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 June 30, 2014.
|
6/30/2014 |
|
|
Total assets included in the structures of equity segregation of the purchase (*) |
7,281,197 |
Total consolidated assets |
7,288,403 |
Percentage |
99.90% |
(*)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
Law 12,973/14 of May 13, 2014 made amendments to the IRPJ, CSLL, PIS and COFINS, effective for 2015, allowing taxpayers to adhere to the new rules in 2014 already, on irrevocable basis. This Law which was originated from the provisional measure 627 among other matters, particularly dealt with the harmonization of the tax legislation with the accounting criteria and procedures introduced by Laws 11,638/2007 and 11,941/2009, as well as the extinction of the Transitory Tax Regime (RTT) and new tax rules for companies domiciled in Brazil in relation to profit earned abroad by subsidiary and associates, and amendments to how goodwill is used. The Company opted for not early adopting this Law. However, based on the wording in effect, we estimate that such Law does not produce material accounting effects on the financial information of the Company.
33. Subsequent events
(i) 9th Debenture Placement
On July 22, 2014, the Company approved the 9th private placement of non-convertible debentures, with general guarantee, in sole series in the amount of R$130,000, fully paid-in on July 28, 2014 with final maturity on July 27, 2018. The proceeds from the placement will be used in the development of select real estate ventures and their general guarantees are represented by the trust receipt of real estate receivables and the real estate mortgage of such ventures. The face value of the Placement will accrue interest corresponding to the cumulative variation of the DI plus a spread equivalent to 1.90%. This placement was subject to an assignment to the securitization company by its debenture holders, which later issued mortgage-backed securities (CRI).
112
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Comments on Company’s Business projections
OUTLOOK
First half launches totaled R$949.1 million, representing 41.3% of the midpoint of full year guidance. Gafisa segment accounted for 70.5% of launches and Tenda represented the remaining 29.5%.
Launches Guidance (2014E)
Table 1. Guidance - Launches (2014E)
|
Guidance (2014E) |
Actual Figures 1H14 |
1H14A / Midpoint of Guidance |
Consolidated Launches |
R$2.1 – R$2.5 bi |
949.1 million |
41% |
Breakdown by Brand |
|
|
|
Gafisa Launches |
R$1.5 – R$1.7 bi |
413.7 million |
42% |
Tenda Launches |
R$600 – R$800 mn |
249.0 million |
41% |
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 has remained stable at 44.9% since the beginning 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 1H14 |
1H14A / Midpoint of Guidance |
Consolidated Data |
55% - 65% Net Debt / Equity |
44.9% |
OK |
The Company is also providing guidance on its administrative structure. Administrative expenses as a percentage of launch volumes for the Gafisa segment are 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%. Please note that this guidance is conditional upon market conditions and overall demand for launches.
Table 3. Guidance - Administrative Expenses / Launches Volume (2014E)
|
Guidance (2014E) |
Actual Figures 1H14 |
Gafisa |
7.5% |
11.6% |
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 it expects 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% |
113
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Other information deemed relevant by the Company
1. SHAREHOLDERS HOLDING MORE THAN 5% OF THE VOTING CAPITAL AND TOTAL NUMBER OF OUTSTANDING SHARES
6/30/2014 | ||
Common shares | ||
Shareholder |
Shares |
% |
Treasury shares |
30,812,827 |
7.07 |
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 |
305,944,626 |
70.25 |
Total shares |
435,559,201 |
100.00% |
6/30/2013 | ||
Common shares | ||
Shareholder |
Shares |
% |
Treasury shares |
10,599,486 |
2.44 |
Polo |
30,472,246 |
7.00 |
FUNCEF – Fundação dos Economiários Federais |
23,835,800 |
5.48 |
Goldman Sachs |
22,782,693 |
5.24 |
Outstanding shares |
347,409,310 |
79.82 |
Total shares |
435,099,535 |
100.00% |
114
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Other information deemed relevant by the Company
2. SHARES HELD BY PARENT COMPANIES, MANAGEMENT AND BOARD
6/30/2014 | ||
Common shares | ||
Shares |
% | |
Shareholders holding effective control of the Company |
98,801,748 |
22.68 |
Board of Directors |
592,609 |
0.14 |
Executive directors |
1,327,717 |
0.30 |
Fiscal council |
20 |
- |
Executive control, board members, officers and fiscal council |
100,722,094 |
23.12 |
Treasury shares |
30,812,827 |
7.07 |
Outstanding shares in the market (*) |
300,837,621 |
69.81 |
Total shares |
435,559,201 |
100.00% |
|
6/30/2013 | |
Common shares | ||
Shares |
% | |
Shareholders holding effective control of the Company |
77,090,739 |
17.72 |
Board of Directors |
403,313 |
0.09 |
Executive directors |
1,932,556 |
0.44 |
Fiscal council |
- |
- |
Executive control, board members, officers and fiscal council |
79,426,608 |
18.25 |
Treasury shares |
10,599,486 |
2.44 |
Outstanding shares in the market (*) |
345,073,441 |
79.31 |
Total shares |
435,099,535 |
100.00% |
(*) Excludes shares of effective control, management, board and in treasury.
115
(A free translation from the original in Portuguese into English)
Gafisa S.A.
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.
116
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Report on the review of quarterly information - ITR
To the Shareholders, Board of Directors and Officers
Gafisa S.A.
São Paulo, SP
We have reviewed the accompanying individual and consolidated interim financial information of Gafisa S.A. (“Company”), identified as Company and Consolidated, respectively, contained in the Quarterly Information (ITR) for the quarter ended June 30, 2014, which comprises the balance sheet as at June 30, 2014 and the respective statement of operations and statement of comprehensive income (loss) for the quarter and six-month period then ended, and the statement of changes in equity and statement of cash flows for the six-month period then ended, including explanatory notes.
The Company’s management is responsible for the preparation of individual interim financial information in accordance with the Technical Pronouncement of the Brazilian FASB (CPC) 21 – Interim Financial Reporting and the consolidated interim financial information in accordance with CPC 21 (R1) and IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB) which considers the Technical Orientation - OCPC 04 - Application of the Technical Interpretation ICPC 02 to the Brazilian Real Estate Development Entities, edited by the Brazilian FASB (CPC) and approved by the Brazilian Securities Commission (CVM) and the Brazilian Federal Accounting Council (CFC), as well as for the presentation of these information in compliance with the rules issued by the CVM, applicable to the preparation of Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review according to the Brazilian and international review standards of interim financial information (NBC TR 2410 – Review of Interim Financial Information Performed by the Auditor of the Entity, and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of inquiries, mainly of the people responsible for the financial and accounting matters, and the application of analytical and other review procedures. The scope of a review is significantly narrower than that of an audit conducted in accordance with audit standards and, accordingly, it did not permit us to obtain assurance that we took notice of all significant matters that could have been raised in an audit. Therefore, we did not express an audit opinion.
117
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Conclusion from the individual and consolidated interim financial information prepared in accordance with CPC 21 (R1)
Based on our review, we are not aware of any fact that makes us believe that the individual and consolidated interim financial information included in the Quarterly Information referred to above was not prepared, in all material respects, in accordance with CPC 21 (R1) applicable to the preparation of Quarterly Information (ITR), and presented in compliance with the rules issued by the CVM.
Conclusion from the consolidated interim information prepared in accordance with IAS 34, which considers the Technical Orientation - OCPC 04 - Application of the Technical Interpretation ICPC 02 to the Brazilian Real Estate Development Entities, edited by the Brazilian FASB (CPC) and approved by the Brazilian Securities Commission (CVM) and the Brazilian Federal Accounting Council (CFC)
Based on our review, we are not aware of any fact that makes us believe that the consolidated interim financial information included in the Quarterly Information referred to above was not prepared, in all material respects, in accordance with IAS 34, which considers the Technical Orientation - OCPC 04 - Application of technical interpretation ICPC02 to the Brazilian Real Estate Development Entities, issued by the Brazilian FASB (CPC) and approved by the Brazilian Securities Commission (CVM) and the Brazilian Federal Accounting Council (CFC) applicable to the preparation of Quarterly Information (ITR), and presented in compliance with the rules issued by the CVM.
Emphasis of matter
As described in Note 2, the individual (Company) and consolidated interim financial information was prepared in accordance with accounting practices adopted in Brazil (CPC21 (R1)). The consolidated interim financial information prepared in accordance with the IFRS applicable to the real estate development entities also considers the Technical Orientation OCPC04, edited by the Brazilian FASB (CPC). This Technical Orientation refers to the revenue recognition of this sector and comprises other matters related to the meaning and adoption of the concept of continuous transfer of the risks, benefits and control over real estate unit sales, as further described in Note 2. Our conclusion is not modified in view of this matter.
118
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Other matters
Statements of value added
We have also reviewed the individual and consolidated statement of value added for the six-month period ended June 30, 2014, prepared under the responsibility of the Company’s management, the presentation of which in the interim financial information is required by the rules of the CVM applicable to Quarterly Information (ITR), and as supplementary information under IFRS, whereby no statement of value added presentation is required. These statements have been subject to the same review procedures previously described and, based on our review, we are not aware of any fact that makes us believe that they were not prepared, in all material respects, according to the individual and consolidated interim financial information taken as a whole.
São Paulo, August 8, 2014
KPMG Auditores Independentes
CRC 2SP014428/O-6
Giuseppe Masi
Accountant CRC 1SP176273/O-7
119
(A free translation from the original in Portuguese into English)
Gafisa S.A.
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 June 30, 2014; and
ii) Management has reviewed and agreed with the interim information for the period ended June 30, 2014.
Sao Paulo, August 8, 2014
GAFISA S.A.
Management
120
(A free translation from the original in Portuguese into English)
Gafisa S.A.
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 June 30, 2014; and
ii) Management has reviewed and agreed with the interim information for the period ended June 30, 2014.
Sao Paulo, August 8, 2014
GAFISA S.A.
Management
121
SIGNATURE
Gafisa S.A. | |
By: |
/s/ Sandro Gamba |
Name: Sandro Gamba
Title: Chief Executive Officer |