gfaitr3q15_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of November, 2015

(Commission File No. 001-33356),

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


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



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

Form 20-F ___X___ Form 40-F ______



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


Yes ______ No ___X___

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

Yes ______ No ___X___

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

Yes ______ No ___X___

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


 
 

 

 

 

 

 

Gafisa S.A.

 

Quarterly information

September 30, 2015

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

 

 

 

 

 

 


 
 

 

 

 

Company data

 

Capital Composition

1

Individual financial statements

 

Balance sheet - Assets

2

Balance sheet Liabilities

3

Statement of income

4

Statement of comprehensive income (loss)

5

Statement of cash flows

6

Statements of changes in Equity

 

01/01/2015 to 09/30/2015

7

01/01/2014 to 09/30/2014

8

Statement of value added

9

Consolidated Financial Statements

 

Balance sheet - Assets

10

Balance sheet Liabilities

11

Statement of income

12

Statement of comprehensive income (loss)

13

Statement of cash flows

14

Statements of changes in Equity

 

01/01/2015 to 09/30/2015

15

01/01/2014 to 09/30/2014

16

Statement of value added

17

Comments on performance

18

Notes to interim financial information

56

Other information deemed relevant by the Company

96

Reports and statements

 

Report on review of interim financial information

99

Management statement of interim financial information

101

Management statement on the report on review of interim financial information

102

 


 
 

 

COMPANY DATA / CAPITAL COMPOSITION

Number of Shares

CURRENT QUARTER

(in thousands)

9/30/2015

Paid-in Capital

 

Common

378,066

Preferred

0

Total

378,066

Treasury shares

 

Common

10,585

Preferred

0

Total

10,585

     

 

 

1


 
 

 

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER 9/30/2015

PRIOR YEAR 12/31/2014

1

Total Assets

6,687,030

6,477,381

1.01

Current Assets

2,504,071

2,477,653

1.01.01

Cash and cash equivalents

29,476

33,792

1.01.01.01

Cash and banks

15,416

24,501

1.01.01.02

Short-term investments

14,060

9,291

1.01.02

Short-term investments

479,099

582,042

1.01.02.01

Fair value of short-term investments

479,099

582,042

1.01.03

Accounts receivable

766,544

748,910

1.01.03.01

Trade accounts receivable

766,544

748,910

1.01.03.01.01

Receivables from clients of developments

746,665

724,696

1.01.03.01.02

Receivables from clients of construction and services rendered

19,879

24,214

1.01.04

Inventories

1,075,231

932,681

1.01.04.01

Properties for sale

1,075,231

932,681

1.01.07

Prepaid expenses

2,317

8,036

1.01.07.01

Prepaid expenses and others

2,317

8,036

1.01.08

Other current assets

151,404

172,192

1.01.08.01

Non current assets for sale

6,072

6,072

1.01.08.03

Other

145,332

166,120

1.01.08.03.01

Other accounts receivable and others

71,741

61,355

1.01.08.03.03

Receivables from related parties

73,591

104,765

1.02

Non current assets

4,182,959

3,999,728

1.02.01

Non current assets

881,246

916,283

1.02.01.03

Accounts receivable

340,716

275,531

1.02.01.03.01

Receivables from clients of developments

340,716

275,531

1.02.01.04

Inventories

386,716

487,735

1.02.01.09

Other non current assets

153,814

153,017

1.02.01.09.03

Other accounts receivable and others

80,360

84,897

1.02.01.09.04

Receivables from related parties

73,454

68,120

1.02.02

Investments

3,242,017

3,022,609

1.02.02.01

Interest in associates and affiliates

3,154,198

2,934,790

1.02.02.02

Interest in subsidiaries

87,819

87,819

1.02.02.02.01

Interest in subsidiaries - goodwill

87,819

87,819

1.02.03

Property and equipment

23,294

22,129

1.02.03.01

Operation property and equipment

23,294

22,129

1.02.04

Intangible assets

36,402

38,707

1.02.04.01

Intangible assets

36,402

38,707

 

2


 
 

 

 

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

CODE

DESCRIPTION

ACTUAL QUARTER 9/30/2015

PRIOR YEAR 12/31/2014

2

Total Liabilities

6,687,030

6,477,381

2.01

Current liabilities

2,170,540

1,973,022

2.01.01

Social and labor obligations

39,185

38,507

2.01.01.02

Labor obligations

39,185

38,507

2.01.01.02.01

Salaries, payroll charges and profit sharing

39,185

38,507

2.01.02

Suppliers

43,906

57,369

2.01.02.01

Local suppliers

43,906

57,369

2.01.03

Tax obligations

38,293

38,386

2.01.03.01

Federal tax obligations

38,293

38,386

2.01.04

Loans and financing

832,469

758,572

2.01.04.01

Loans and financing

525,789

443,802

2.01.04.02

Debentures

306,680

314,770

2.01.05

Other obligations

1,098,618

977,154

2.01.05.01

Payables to related parties

779,808

596,047

2.01.05.02

Other

318,810

381,107

2.01.05.02.04

Obligations for purchase of properties and advances from customers

165,143

228,991

2.01.05.02.05

Other obligations

124,757

128,567

2.01.05.02.06

Payables to venture partners

4,865

6,081

2.01.05.02.07

Obligations assumed on the assignment of receivables

9,935

14,128

2.01.05.02.08

Derivative financial instruments

14,110

3,340

2.01.06

Provisions

118,069

103,034

2.01.06.01

Tax, labor and civel lawsuits

118,069

103,034

2.01.06.01.01

Tax lawsuits

220

218

2.01.06.01.02

Labor lawsuits

14,324

11,151

2.01.06.01.04

Civel lawsuits

103,525

91,665

2.02

Non current liabilities

1,405,576

1,449,014

2.02.01

Loans and financing

1,181,754

1,234,984

2.02.01.01

Loans and financing

631,376

750,272

2.02.01.01.01

Loans and financing in local currency

631,376

750,272

2.02.01.02

Debentures

550,378

484,712

2.02.02

Other liabilities

126,169

121,098

2.02.02.02

Other

126,169

121,098

2.02.02.02.03

Obligations for purchase of properties and advances from customers

84,695

74,022

2.02.02.02.04

Other liabilities

16,542

17,162

2.02.02.02.05

Payables to venture partners

2,280

4,713

2.02.02.02.06

Obligations assumed on the assignment of receivables

13,628

20,368

2.02.02.02.07

Derivative financial instruments

9,024

4,833

2.02.03

Deferred taxes

18,014

26,126

2.02.03.01

Deferred income tax and social contribution

18,014

26,126

2.02.04

Provisions

79,639

66,806

2.02.04.01

Tax, labor and civel lawsuits

79,639

66,806

2.02.04.01.02

Tax and labor lawsuits

44,054

34,352

2.02.04.01.04

Civel lawsuits

35,585

32,454

2.03

Equity

3,110,914

3,055,345

2.03.01

Capital

2,740,662

2,740,662

2.03.02

Capital Reserves

49,422

-9,162

2.03.02.04

Granted options

146,619

141,114

2.03.02.05

Treasury shares

-25,980

-79,059

2.03.02.07

Reserve for expenditures with public offering

-71,217

-71,217

2.03.04

Income Reserve

247,207

323,845

2.03.04.01

Legal Reserve

31,593

31,593

2.03.04.02

Statutory Reserve

215,614

292,252

2.03.05

Retained earnings/accumulated losses

73,623

0

 

3


 
 

 

INDIVIDUAL FINANCIAL STATEMENTS - INCOME - (in thousands of Brazilian Reais)

     

CODE

DESCRIPTION

ACTUAL QUARTER 07/01/2015 to 09/30/2015

YEAR TO DATE 01/01/2015 to 09/30/2015

SAME QUARTER FROM PREVIOUS YEAR 07/01/2014 to 09/30/2014

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2014 to 09/30/2014

3.01

Gross Sales and/or Services

297,524

850,132

267,777

784,855

3.01.01

Revenue from real estate development

326,456

932,947

293,813

864,232

3.01.03

Taxes on real estate sales and services

-28,932

-82,815

-26,036

-79,377

3.02

Cost of sales and/or services

-221,069

-630,392

-191,081

-543,093

3.02.01

Cost of real estate development

-221,069

-630,392

-191,081

-543,093

3.03

Gross profit

76,455

219,740

76,696

241,762

3.04

Operating expenses/income

-48,498

-108,851

-63,980

-250,626

3.04.01

Selling expenses

-18,620

-49,611

-17,415

-55,719

3.04.02

General and administrative expenses

-24,086

-80,436

-33,293

-95,879

3.04.05

Other operating expenses

-38,878

-102,059

-22,147

-79,639

3.04.05.01

Depreciation and amortization

-7,575

-22,972

-7,206

-27,923

3.04.05.02

Other operating expenses

-31,303

-79,087

-14,941

-51,716

3.04.06

Equity pick-up

33,086

123,255

8,875

-19,389

3.05

Income (loss) before financial results and income taxes

27,957

110,889

12,716

-8,864

3.06

Financial

-22,200

-44,995

-15,244

-29,377

3.06.01

Financial income

17,002

52,434

18,533

70,170

3.06.02

Financial expenses

-39,202

-97,429

-33,777

-99,547

3.07

Income before income taxes

5,757

65,894

-2,528

-38,241

3.08

Income and social contribution taxes

7,729

7,729

-7,426

-12,353

3.08.01

Current

-383

-383

-7,426

-12,353

3.08.02

Deferred

8,112

8,112

0

0

3.09

Income (loss) from continuing operation

13,486

73,623

-9,954

-50,594

3.11

Income (loss) for the period

13,486

73,623

-9,954

-50,594

3.99

Earnings per Share – (Reais / Share)

       

3.99.01

Basic Earnings per Share

       

3.99.01.01

ON

0.03670

0.20030

-0.02460

-0.12480

3.99.02

Diluted Earnings per Share

       

3.99.02.01

ON

0.03646

0.19900

-0.02460

-0.12480

 

 

 

4


 
 

 

 

INDIVIDUAL FINANCIAL STATEMENTS - COMPREHENSIVE INCOME (LOSS) - (in thousands of Brazilian Reais)

 

CODE

DESCRIPTION

ACTUAL QUARTER 07/01/2015 to 09/30/2015

YEAR TO DATE 01/01/2015 to 09/30/2015

EQUAL QUARTER FROM PREVIOUS YEAR 07/01/2014 to 09/30/2014

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2014 to 09/30/2014

4.01

Income (loss) for the period

13,486

73,623

-9,954

-50,594

4.03

Comprehensive income (loss) for the period

13,486

73,623

-9,954

-50,594

 

5


 
 

 

INDIVIDUAL FINANCIAL STATEMENTS - CASH FLOWS - INDIRECT METHOD - (in thousands of Brazilian Reais)

CODE

DESCRIPTION

YEAR TO DATE 01/01/2015 to 09/30/2015

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2014 to 09/30/2014

6.01

Net cash from operating activities

-22,168

-90,439

6.01.01

Cash generated in the operations

134,309

126,387

6.01.01.01

Income (loss) before income and social contribution taxes

65,894

-38,241

6.01.01.02

Equity pick-up

-123,255

19,389

6.01.01.03

Stock options expenses

5,859

27,265

6.01.01.04

Unrealized interest and finance charges, net

49,017

30,868

6.01.01.05

Financial instruments

17,610

4,354

6.01.01.06

Depreciation and amortization

22,972

27,923

6.01.01.07

Provision for legal claims

66,669

40,420

6.01.01.08

Provision for profit sharing

17,000

13,910

6.01.01.09

Warranty provision

11,102

-2,874

6.01.01.10

Write-off of property and equipment, net

146

246

6.01.01.11

Allowance for doubtful accounts

1,091

-825

6.01.01.14

Provision for penalties due to delay in construction works

204

-2,748

6.01.01.15

Write-off of investments

0

6,700

6.01.02

Variation in assets and liabilities

-156,477

-216,826

6.01.02.01

Trade accounts receivable

-94,844

127,834

6.01.02.02

Properties for sale

-41,531

-253,987

6.01.02.03

Other accounts receivable

1,440

9,322

6.01.02.04

Prepaid expenses

5,719

10,159

6.01.02.05

Obligations for purchase of properties and adv. from customers

-53,176

-11,005

6.01.02.06

Taxes and contributions

-93

-10,521

6.01.02.07

Suppliers

-13,464

-1,507

6.01.02.08

Salaries and payable charges

-16,318

-22,859

6.01.02.09

Transactions with related parties

132,804

57,970

6.01.02.10

Other obligations

-76,631

-33,767

6.01.02.11

Income tax and social contribution payable

-383

-88,465

6.02

Net cash from investing activities

78,744

465,264

6.02.01

Purchase of property and equipment and intangible assets

-21,978

-31,429

6.02.02

Increase in investments

-2,221

-22,643

6.02.03

Redemption of short-term investments

2,379,746

1,806,396

6.02.04

Purchase of short-term investments

-2,276,803

-1,329,530

6.02.05

Dividends received

0

42,470

6.03

Net cash from financing activities

-60,892

-351,551

6.03.02

Increase in loans, financing and debentures

526,871

544,021

6.03.03

Payment of loans, financing and debentures

-555,222

-643,472

6.03.04

Repurchase of treasury shares

-24,157

-30,833

6.03.05

Dividends and interest on equity paid

0

-117,126

6.03.06

Loan transactions with related parties

-5,334

-5,966

6.03.07

Obligation with investors

-3,649

-105,094

6.03.08

Selling of treasury shares

3,023

17,583

6.03.09

Net result in selling of treasury shares

-2,424

-10,664

6.05

Net increase (decrease)x of cash and cash equivalents

-4,316

23,274

6.05.01

Cash and cash equivalents at the beginning of the period

33,792

39,032

6.05.02

Cash and cash equivalents at the end of the period

29,476

62,306

 

6


 
 

 

INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 01/01/2015 TO 09/30/2015 (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

-9,162

323,845

0

0

3,055,345

5.03

Opening adjusted balance

2,740,662

-9,162

323,845

0

0

3,055,345

5.04

Capital transactions with shareholders

0

58,584

-76,638

0

0

-18,054

5.04.03

Realization of granted options

0

5,504

0

0

0

5,504

5.04.04

Repurchase of treasury shares

0

-24,157

0

0

0

-24,157

5.04.05

Selling of treasury shares

0

3,023

-2,424

0

0

599

5.04.08

Cancelation of treasury shares

0

74,214

-74,214

0

0

0

5.05

Total of comprehensive income (loss)

0

0

0

73,623

0

73,623

5.05.01

Net income (loss) for the period

0

0

0

73,623

0

73,623

5.07

Closing balance

2,740,662

49,422

247,207

73,623

0

3,110,914

 

 

 

7


 
 

 

INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 01/01/2014 TO 09/30/2014 (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

0

0

3,190,724

5.03

Opening adjusted balance

2,740,662

-18,687

468,749

0

0

3,190,724

5.04

Capital transactions with shareholders

0

-33,214

0

0

0

-33,214

5.04.03

Realization of granted options

0

13,427

0

0

0

13,427

5.04.04

Repurchase of treasury shares

0

-53,560

0

0

0

-53,560

5.04.05

Selling of treasury shares

0

6,919

0

0

0

6,919

5.05

Total of comprehensive loss

0

0

0

-50,594

0

-50,594

5.05.01

Loss for the period

0

0

0

-50,594

0

-50,594

5.07

Closing balance

2,740,662

-51,901

468,749

-50,594

0

3,106,916

 

 

 

8


 
 

 

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

CODE

DESCRIPTION

YEAR TO DATE 01/01/2015 to 09/30/2015

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2014 to 09/30/2014

7.01

Revenues

932,947

864,232

7.01.01

Real estate development, sale and services

934,038

863,407

7.01.04

Allowance for doubtful accounts

-1,091

825

7.02

Inputs acquired from third parties

-627,878

-531,450

7.02.01

Cost of Sales and/or Services

-541,687

-474,909

7.02.02

Materials, energy, outsourced labor and other

-86,191

-56,541

7.03

Gross added value

305,069

332,782

7.04

Retentions

-22,972

-27,923

7.04.01

Depreciation and amortization

-22,972

-27,923

7.05

Net added value produced by the Company

282,097

304,859

7.06

Added value received on transfer

175,689

50,781

7.06.01

Equity pick-up

123,255

-19,389

7.06.02

Financial income

52,434

70,170

7.07

Total added value to be distributed

457,786

355,640

7.08

Added value distribution

457,786

355,640

7.08.01

Personnel and payroll charges

98,560

120,123

7.08.02

Taxes and contributions

92,097

111,099

7.08.03

Compensation – Interest

193,506

175,012

7.08.03.01

Interest

186,135

167,731

7.08.03.02

Rent

7,371

7,281

7.08.04

Compensation – Company capital

73,623

-50,594

7.08.04.03

Retained losses

73,623

-50,594

 

9


 
 

 

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

CODE

DESCRIPTION

ACTUAL QUARTER 9/30/2015

PRIOR YEAR 12/31/2014

1

Total Assets

7,059,524

7,205,852

1.01

Current Assets

4,550,376

4,691,211

1.01.01

Cash and cash equivalents

67,882

109,895

1.01.01.01

Cash and banks

49,694

85,059

1.01.01.02

Short-term investments

18,188

24,836

1.01.02

Short-term investments

853,946

1,047,359

1.01.02.01

Fair value of short-term investments

853,946

1,047,359

1.01.03

Accounts receivable

1,488,988

1,440,498

1.01.03.01

Trade accounts receivable

1,488,988

1,440,498

1.01.03.01.01

Receivables from clients of developments

1,443,370

1,400,490

1.01.03.01.02

Receivables from clients of construction and services rendered

45,618

40,008

1.01.04

Inventories

1,771,950

1,695,817

1.01.07

Prepaid expenses

7,876

15,442

1.01.07.01

Prepaid expenses and other

7,876

15,442

1.01.08

Other current assets

359,734

382,200

1.01.08.01

Non current assets for sale

133,317

110,563

1.01.08.03

Other

226,417

271,637

1.01.08.03.01

Other accounts receivable

143,349

128,905

1.01.08.03.02

Receivables from related parties

83,068

142,732

1.02

Non Current assets

2,509,148

2,514,641

1.02.01

Non current assets

1,407,191

1,420,654

1.02.01.03

Accounts receivable

487,007

384,821

1.02.01.03.01

Receivables from clients of developments

487,007

384,821

1.02.01.04

Inventories

715,436

816,525

1.02.01.09

Others non current assets

204,748

219,308

1.02.01.09.03

Others accounts receivable and others

101,068

112,241

1.02.01.09.04

Receivables from related parties

103,680

107,067

1.02.02

Investments

975,459

968,393

1.02.02.01

Interest in associates and affiliates

975,459

968,393

1.02.03

Property and equipment

49,256

48,691

1.02.03.01

Operation property and equipment

49,256

48,691

1.02.04

Intangible assets

77,242

76,903

1.02.04.01

Intangible assets

51,766

51,427

1.02.04.02

Goodwill

25,476

25,476

 

 

10


 
 
 

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

CODE

DESCRIPTION

ACTUAL QUARTER 9/30/2015

PRIOR YEAR 12/31/2014

2

Total Liabilities

7,059,524

7,205,852

2.01

Current liabilities

2,189,031

2,270,869

2.01.01

Social and labor obligations

72,289

65,039

2.01.01.02

Labor obligations

72,289

65,039

2.01.01.02.01

Salaries, payroll charges and profit sharing

72,289

65,039

2.01.02

Suppliers

78,796

95,131

2.01.03

Tax obligations

114,613

114,424

2.01.03.01

Federal tax obligations

114,613

114,424

2.01.04

Loans and financing

1,126,974

1,054,445

2.01.04.01

Loans and financing

603,920

550,058

2.01.04.01.01

In Local Currency

603,920

550,058

2.01.04.02

Debentures

523,054

504,387

2.01.05

Other obligations

678,290

838,796

2.01.05.01

Payables to related parties

96,346

156,503

2.01.05.02

Other

581,944

682,293

2.01.05.02.04

Obligations for purchase of properties and advances from customers

382,910

490,605

2.01.05.02.05

Payables to venture partners

6,654

6,317

2.01.05.02.06

Other obligations

160,143

157,896

2.01.05.02.07

Obligations assumed on the assignment of receivables

18,127

24,135

2.01.05.02.08

Derivative financial instruments

14,110

3,340

2.01.06

Provisions

118,069

103,034

2.01.06.01

Tax, labor and civel lawsuits

118,069

103,034

2.01.06.01.01

Tax lawsuits

220

218

2.01.06.01.02

Labor lawsuits

14,324

11,151

2.01.06.01.04

Civel lawsuits

103,525

91,665

2.02

Non current liabilities

1,757,884

1,876,580

2.02.01

Loans and financing

1,357,731

1,532,079

2.02.01.01

Loans and financing

707,353

847,367

2.02.01.01.01

Loans and financing in local currency

707,353

847,367

2.02.01.02

Debentures

650,378

684,712

2.02.02

Other obligations

238,095

173,221

2.02.02.02

Other

238,095

173,221

2.02.02.02.03

Obligations for purchase of properties and advances from customers

159,228

101,137

2.02.02.02.04

Other liabilities

46,256

30,544

2.02.02.02.05

Payables to venture partners

2,280

4,713

2.02.02.02.06

Obligations assumed on the assignment of receivables

21,307

31,994

2.02.02.02.07

Derivative financial instruments

9,024

4,833

2.02.03

Deferred taxes

22,179

34,740

2.02.03.01

Deferred income tax and social contribution

22,179

34,740

2.02.04

Provisions

139,879

136,540

2.02.04.01

Tax, labor and civel lawsuits

139,879

136,540

2.02.04.01.01

Tax lawsuits

200

196

2.02.04.01.02

Labor lawsuits

72,901

70,167

2.02.04.01.04

Civel lawsuits

66,778

66,177

2.03

Equity

3,112,609

3,058,403

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

49,422

-9,162

2.03.02.04

Granted options

146,619

141,114

2.03.02.05

Treasury shares

-25,980

-79,059

2.03.02.07

Reserve for expenditures with public offering

-71,217

-71,217

2.03.04

Income Reserve

247,207

323,845

2.03.04.01

Legal Reserve

31,593

31,593

2.03.04.02

Statutory Reserve

215,614

292,252

2.03.05

Retained earnings/accumulated losses

73,623

0

2.03.09

Non-controlling interest

1,695

3,058

 

11


 
 

 

 

CONSOLIDATED FINANCIAL STATEMENTS - INCOME - (in thousands of Brazilian Reais)

   

CODE

DESCRIPTION

ACTUAL QUARTER 07/01/2015 to 09/30/2015

YEAR TO DATE 01/01/2015 to 09/30/2015

SAME QUARTER FROM PREVIOUS YEAR 07/01/2014 to 09/30/2014

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2014 to 09/30/2014

3.01

Net Sales and/or Services

624,043

1,735,073

494,191

1,501,722

3.01.01

Revenue from real estate development

674,771

1,882,552

533,571

1,626,242

3.01.03

Taxes on real estate sales and services

-50,728

-147,479

-39,380

-124,520

3.02

Cost of sales and/or services

-447,823

-1,251,110

-365,338

-1,110,617

3.02.01

Cost of real estate development

-447,823

-1,251,110

-365,338

-1,110,617

3.03

Gross profit

176,220

483,963

128,853

391,105

3.04

Operating expenses/income

-146,268

-384,990

-121,344

-396,791

3.04.01

Selling expenses

-38,826

-106,574

-37,024

-110,899

3.04.02

General and administrative expenses

-50,948

-143,686

-50,887

-158,724

3.04.05

Other operating expenses

-58,551

-148,387

-39,029

-134,339

3.04.05.01

Depreciation and amortization

-12,444

-35,674

-11,715

-41,714

3.04.05.02

Other operating expenses

-46,107

-112,713

-27,314

-92,625

3.04.06

Equity pick-up

2,057

13,657

5,596

7,171

3.05

Income (loss) before financial results and income taxes

29,952

98,973

7,509

-5,686

3.06

Financial

-19,689

-25,220

-8,028

-19,014

3.06.01

Financial income

23,122

100,004

36,473

118,634

3.06.02

Financial expenses

-42,811

-125,224

-44,501

-137,648

3.07

Income before income taxes

10,263

73,753

-519

-24,700

3.08

Income and social contribution taxes

3,150

-3,256

-9,163

-27,432

3.08.01

Current

-7,752

-14,984

-10,022

-26,896

3.08.02

Deferred

10,902

11,728

859

-536

3.09

Income (loss) from continuing operation

13,413

70,497

-9,682

-52,132

3.11

Income (loss) for the period

13,413

70,497

-9,682

-52,132

3.11.01

Income (loss) attributable to the Company

13,486

73,623

-9,954

-50,594

3.11.02

Net income attributable to non-controlling interests

-73

-3,126

272

-1,538

3.99

Earnings per Share – (Reais / Share)

       

3.99.01

Basic Earnings per Share

       

3.99.01.01

ON

0.03670

0.20030

-0.02460

-0.12480

3.99.02

Diluted Earnings per Share

       

3.99.02.01

ON

0.03646

0.19900

-0.02460

-0.12480

 

12


 
 

 

 

CONSOLIDATED FINANCIAL STATEMENTS - COMPREHENSIVE INCOME (LOSS) - (in thousands of Brazilian Reais)

 

CODE

DESCRIPTION

ACTUAL QUARTER 07/01/2015 to 09/30/2015

YEAR TO DATE 01/01/2015 to 09/30/2015

SAME QUARTER FROM PREVIOUS YEAR 07/01/2014 to 09/30/2014

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2014 to 09/30/2014

4.01

Consolidated Income (loss) for the period

13,413

70,497

-9,682

-52,132

4.03

Consolidated comprehensive income (loss) for the period

13,413

70,497

-9,682

-52,132

4.03.01

Income (loss) attributable to Gafisa

13,486

73,623

-9,954

-50,594

4.03.02

Net income attributable to the noncontrolling interests

-73

-3,126

272

-1,538

 

13


 
 

 

CONSOLIDATED FINANCIAL STATEMENTS - CASH FLOWS - INDIRECT METHOD - (in thousands of Brazilian Reais)

CODE

DESCRIPTION

YEAR TO DATE 01/01/2015 to 09/30/2015

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2014 to 09/30/2014

6.01

Net cash from operating activities

-12,910

-937

6.01.01

Cash generated in the operations

300,211

167,770

6.01.01.01

Income (loss) before income and social contribution taxes

73,753

-24,700

6.01.01.02

Stock options expenses

7,465

27,577

6.01.01.03

Unrealized interest and finance charges, net

59,754

47,414

6.01.01.04

Depreciation and amortization

35,674

41,714

6.01.01.05

Write-off of property and equipment, net

946

6,836

6.01.01.06

Provision for legal claims

87,006

77,283

6.01.01.07

Warranty provision

8,541

-7,020

6.01.01.08

Provision for profit sharing

25,449

26,151

6.01.01.09

Allowance for doubtful accounts

3,150

-9,662

6.01.01.10

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

-2,453

-9,684

6.01.01.11

Provision for penalties due to delay in construction works

-606

-5,322

6.01.01.12

Financial instruments

17,610

4,354

6.01.01.13

Equity pick-up

-13,657

-7,171

6.01.01.15

Write-off of investments

-2,421

0

6.01.02

Variation in Assets and Liabilities

-313,121

-168,707

6.01.02.01

Trade accounts receivable

-142,415

292,887

6.01.02.02

Properties for sale

-23,453

-409,947

6.01.02.03

Other accounts receivable

1,278

10,839

6.01.02.04

Transactions with related parties

16,465

-4,038

6.01.02.05

Prepaid expenses

7,568

15,170

6.01.02.06

Suppliers

-16,335

4,125

6.01.02.07

Obligations for purchase of properties and adv. from customers

-49,604

80,103

6.01.02.08

Taxes and contributions

189

-31,791

6.01.02.09

Salaries and payable charges

-18,202

-43,023

6.01.02.10

Other obligations

-85,356

19,976

6.01.02.11

Income tax and social contribution paid

-3,256

-103,008

6.02

Net cash from investing activities

154,736

501,832

6.02.01

Purchase of property and equipment and intangible assets

-37,523

-52,256

6.02.02

Redemption of short-term investments

4,097,940

2,387,569

6.02.03

Purchase of short-term investments

-3,904,527

-1,880,258

6.02.04

Investments

-1,154

-11,534

6.02.05

Dividends received

0

58,311

6.03

Net cash from financing activities

-183,839

-554,322

6.03.02

Increase in loans, financing and debentures

643,937

666,692

6.03.03

Payment of loans and financing

-805,510

-941,847

6.03.04

Dividends and interest on equity paid

0

-117,126

6.03.06

Payables to venture partners

-2,096

-106,600

6.03.07

Loan transactions with related parties

3,388

-8,799

6.03.08

Repurchase of treasury shares

-24,157

-53,561

6.03.09

Selling of treasury shares

3,023

17,583

6.03.10

Net result in selling of treasury shares

-2,424

-10,664

6.05

Net increase (decrease) of cash and cash equivalents

-42,013

-53,427

6.05.01

Cash and cash equivalents at the beginning of the period

109,895

215,194

6.05.02

Cash and cash equivalents at the end of the period

67,882

161,767

 

14


 
 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 01/01/2015 TO 09/30/2015 (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

-9,162

323,845

0

0

3,055,345

3,058

3,058,403

5.03

Opening adjusted balance

2,740,662

-9,162

323,845

0

0

3,055,345

3,058

3,058,403

5.04

Capital transactions with shareholders

0

58,584

-76,638

0

0

-18,054

1,763

-16,291

5.04.01

Capital increase

0

0

0

0

0

0

1,763

1,763

5.04.03

Realization of granted options

0

5,504

0

0

0

5,504

0

5,504

5.04.04

Repurchase of treasury shares

0

-24,157

0

0

0

-24,157

0

-24,157

5.04.05

Selling of treasury shares

0

3,023

-2,424

0

0

599

0

599

5.04.08

Cancelation of treasury shares

0

74,214

-74,214

0

0

0

0

0

5.05

Total of comprehensive income (loss)

0

0

0

73,623

0

73,623

-3,126

70,497

5.05.01

Net income (loss) for the period

0

0

0

73,623

0

73,623

-3,126

70,497

5.07

Closing balance

2,740,662

49,422

247,207

73,623

0

3,110,914

1,695

3,112,609

 

 

 

15


 
 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 01/01/2014 TO 09/30/2014 (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

0

0

3,190,724

23,759

3,214,483

5.03

Opening adjusted balance

2,740,662

-18,687

468,749

0

0

3,190,724

23,759

3,214,483

5.04

Capital transactions with shareholders

0

-33,214

0

0

0

-33,214

0

-33,214

5.04.03

Realization of granted options

0

13,427

0

0

0

13,427

0

13,427

5.04.04

Repurchase of treasury shares

0

-53,560

0

0

0

-53,560

0

-53,560

5.04.05

Selling of treasury shares

0

6,919

0

0

0

6,919

0

6,919

5.05

Total of comprehensive income (loss)

0

0

0

-50,594

0

-50,594

-1,538

-52,132

5.05.01

Income (loss) for the period

0

0

0

-50,594

0

-50,594

-1,538

-52,132

5.07

Closing balance

2,740,662

-51,901

468,749

-50,594

0

3,106,916

22,221

3,129,137

 

 

 

16


 
 

 

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

 

CODE

DESCRIPTION

YEAR TO DATE 01/01/2015 to 09/30/2015

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2014 to 09/30/2014

7.01

Revenues

1,882,552

1,626,242

7.01.01

Real estate development, sale and services

1,857,595

1,571,666

7.01.04

Allowance for doubtful accounts

24,957

54,576

7.02

Inputs acquired from third parties

-1,277,972

-1,145,977

7.02.01

Cost of sales and/or services

-1,131,609

-984,448

7.02.02

Materials, energy, outsourced labor and other

-146,363

-161,529

7.03

Gross added value

604,580

480,265

7.04

Retentions

-35,674

-41,714

7.04.01

Depreciation and amortization

-35,674

-41,714

7.05

Net added value produced by the Company

568,906

438,551

7.06

Added value received on transfer

113,661

125,805

7.06.01

Equity pick-up

13,657

7,171

7.06.02

Financial income

100,004

118,634

7.07

Total added value to be distributed

682,567

564,356

7.08

Added value distribution

682,567

564,356

7.08.01

Personnel and payroll charges

171,432

161,323

7.08.02

Taxes and contributions

182,073

178,708

7.08.03

Compensation – Interest

255,439

274,919

7.08.03.01

Interest

244,726

263,817

7.08.03.02

Rent

10,713

11,102

7.08.04

Compensation – Company capital

73,623

-50,594

7.08.04.03

Retained losses

73,623

-50,594

 

 

17


 
 
 

 

 

FOR IMMEDIATE RELEASE - São Paulo, November 6, 2015 – Gafisa S.A. (Bovespa: GFSA3; NYSE: GFA), one of Brazil’s leading homebuilders, today reported financial results for the third quarter ended September 30, 2015.

 

3Q15 Conference Call

November 9, 2015

> 8:00 am US EST
In English (simultaneous translation
from Portuguese)
+ 1-516-3001066 US EST
Code: Gafisa

>  11:00 am Brasília Time
In Portuguese
Telephones:
+55-11-3728-5971 (Brazil)
Code: Gafisa

Replay:
+55-11-3127-4999 (Brazil)
Código: 87397286
+55-11-3127-4999 (USA)
Code: 44523725
IR Website: www.gafisa.com.br/ri

IR Contacts

Danilo Cabrera
Mariana Suarez
Phone: +55 11 3025-9242 / 9978
Email: ri@gafisa.com.br
IR Website:
www.gafisa.com.br/ri

Media Relations

Máquina da Notícia  - Comunicação Integrada
Giovanna Bambicini
Phone: +55 11 3147-7414
Fax: +55 11 3147-7900
E-mail: gafisa@grupomaquina.com

Shares

GFSA3 – Bovespa
GFA – NYSE
Total shares outstanding: : 378.066.1621
Average daily trading volume (90 days²):
R$9.2 million
(1) Including 10.584.757 treasury shares
(2) Until September 30, 2015

 

 

GAFISA RELEASES
3Q15 RESULTS

MANAGEMENT COMMENTS AND HIGHLIGHTS

 

Gafisa continued to show positive operational results in the second half of the year, despite the challenging economic environment on 2015.

We are pleased to report that Company’s consolidated net income totaled R$73.6 million in the first nine months of the year, reversing a loss of R$50.6 million recorded in the same period last year. In the third quarter specifically, consolidated net income totaled R$13.5 million, compared to a loss of R$10.0 million in 3Q14. In this quarter, the Gafisa segment recorded net income of R$1.7 million in the quarter, maintaining the segment’s positive momentum, and R$30.3 million in 9M15, while the Tenda segment accounted for R$11.8 million of the R$13.5 million total, in-line with Tenda’s performance in the previous quarter. Tenda ended the first nine months of 2015 with total net income of R$43.3 million.

 2015 has been characterized by an increasingly challenging economic environment in Brazil, including a deepening recession. Economic factors such as a more restrictive credit market, rising inflation and high unemployment have had a direct impact on the consumer decision-making process. Despite operating in such an environment, the Company has continued to produce improved operating and financial results in comparison with last year.

The Gafisa segment, while more affected by the deterioration in the macro-economic environment, continues to improve its operations and business management, and has successfully maintained the profitability levels of its projects.

   Tenda completed its third consecutive profitable quarter, reflecting the segment’s increased operational efficiency and the successful implementation of its new business model. In 3Q15, the Tenda segment delivered its last two legacy projects, and is now solely focused on the development of its portfolio of New Model projects.

In this regard, we would like to highlight the performance of both the Gafisa and Tenda projects in the quarter, which contributed to the Company’s positive consolidated results. The 3Q15 consolidated adjusted gross margin reached 35.9%. The Gafisa segment maintained stable profitability levels, with an adjusted gross margin of 37.9% in the quarter. At the same time, the full integration of the New Model within Tenda led the segment to record an adjusted gross margin of 32.1%.

 

 

 

18


 

 

 

 

Throughout the quarter, the Gafisa segment launched four projects, reaching an average SoS of launches of around 24%. The segment remains focused on the sale of legacy units, accounting for 71% of net pre-sales in the quarter, which totaled R$247.6 million in the third quarter. This focus helped the Company accelerate the sales pace of the Gafisa segment, which reached 11.0% in 3Q15, higher than both the 2Q15 and 3Q14 levels.

As a result of the improved operational performance, 3Q15 adjusted gross profit for the Gafisa segment reached R$152.6 million, while the profitability level was maintained with an adjusted gross margin of 37.9%. Year to date, the adjusted gross margin of the Gafisa segment reached 37.1%.

The Company continues to assess the most efficient profile for the Gafisa segment’s inventory level. In the third quarter, 44% of net sales were related to projects launched prior to 2013. During 9M15, this percentage accounted for about 50% of net sales, resulting in an inventory balance of R$2.0 billion at the end of the period. The Gafisa segment’s inventory was in line with the previous quarter and achieved a reduction of approximately 20% compared to 3Q14.

The weak outlook for the  current economic environment has led the Company to take a conservative approach in regards to launch activity through the rest of the year. We will seek to balance the placement of new products in the market, prioritizing those with more liquidity, in order to achieve adequate sales and profitability.

In the lower income segment, Tenda was able to sustain positive results and reported net income for the third consecutive quarter. The 3Q15 and 9M15 results reflect the increased operational scale of the New Model, which has allowed for a greater level of efficiency and improved management of both the financial and operational cycles.

In regards to the expansion of Tenda’s operating scale, the segment recorded its highest launch volumes since the beginning of the development of its new business model. In the 3Q15, launches of R$318.6 million comprised 9 new projects/phases located in the states of São Paulo, Rio de Janeiro, Minas Gerais, Rio Grande do Sul, Bahia and Pernambuco.

The highlight of the quarter, once again, was the strong speed of sales result, which reached 23.0%. This was a result of greater product availability after four consecutive quarters of increased launch volumes, strong demand in the low income segment and a significant reduction in the volume of dissolutions in 3Q15. As a result, net pre-sales remained at heathy levels, totaling R$245.2 million, which is well above the R$35.9 million recorded in the previous year.

The Tenda segment delivered 5 projects during the quarter, representing 1,304 units and accounting for R$197.5 million in PSV, of which 52% (664 units, or R$104.6 million) were under the New Model. In the 9M15, the segment delivered R$591.0 million, with 58% relating to its new business model.

Tenda’s solid operating performance positively impacted its financial results, with adjusted gross income reaching R$71.1 million in 3Q15. The adjusted gross margin reached 32.1%, slightly higher than the 28-30% range that has been achieved since 2Q14, due to a one-off impact registered in the quarter.

Tenda has continued its efforts to achieve greater economies of scale by increasing launches and implementing strategies designed to ensure a strong speed of sales. Sustainable operating results over the last three quarters reinforces our confidence in the New Model.

On a consolidated basis, Gafisa and Tenda launches totaled R$606.8 million in 3Q15 and R$1.4 billion in 9M15, with net pre-sales of R$492.8 million and R$1.4 billion, respectively. The 3Q15 adjusted gross profit was R$223.8 million, with an adjusted gross margin of 35.9%; over the first nine months, adjusted gross profit was R$603.5 million, with an adjusted gross margin of 34.8%.

 

 

 

 

 

19


 
 

 

In keeping with the current economic scenario, Gafisa has taken steps to achieve greater stability in its cost and expense structure. Selling and administrative expenses were R$89.8 million in the third quarter, which is stable both on a y-o-y and q-o-q basis. Year-to-date, these expenses totaled R$250.3 million, a 7.2% decrease from 9M14, reflecting the Company’s commitment to streamlining its cost structure. As a result of these initiatives, consolidated net income totaled R$13.5 million in the quarter and R$73.6 million in the 9M15, compared to losses of R$10.0 and R$50.6 million, respectively, in the prior year periods.

At the end of September, the Net Debt / Shareholder’s Equity ratio was 50.5%, consistent with the previous quarter. Excluding financing for projects, the Net Debt / Shareholder’s Equity ratio was negative 13.2%. Consolidated operating cash generation reached R$78.5 million in the quarter and R$95.3 million year to date. The Company ended the 3Q15 with net cash burn of R$6.5 million, resulting in total cash burn of R$104.3 million year to date.

The Company has entered into the fourth quarter focused on achieving superior operating performance and continues to be guided, at all times, by capital discipline, the achievement of higher profitability and the generation of value for its shareholders and other stakeholders.

 

 

Sandro Gamba

Chief Executive Officer – Gafisa S.A.

Rodrigo Osmo

Chief Executive Officer – Tenda S.A.

 

 

 

 

 

 

 

20


 
 

 

MAIN CONSOLIDATED FIGURES

Table 1. Operating and Financial Highlights – (R$000 and % Company)

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y (%)

Launches

606,819

481,951

26%

510,428

19%

1,402,352

1,394,761

1%

Launches, Units

3,249

2,231

46%

1,534

112%

7,430

4,413

68%

Net Pre-sales

492,803

532,131

-7%

230,784

114%

1,448,278

903,125

60%

Pre-sales, Units

2,333

2,395

-3%

682

242%

6,636

3,079

116%

Pre-sales of Launches

98,873

108,001

-8%

152,858

-35%

266,591

370,003

-28%

Sales over Supply (SoS)

14.8%

15.9%

-110 bps

6.7%

810 bps

33.8%

21.8%

1,200 bps

Delivered projects (PSV)

197,539

954,460

-79%

366,917

-46%

1,937,747

1,602,596

21%

Delivered projects, Units

1,304

2,738

-52%

1,549

-16%

7,576

7,034

8%

Net Revenue

624,043

591,529

5%

494,191

26%

1,735,073

1,501,722

16%

Adjusted Gross Profit1

223,777

200,386

12%

179,920

24%

603,464

517,274

17%

Adjusted Gross Margin1

35.9%

33.9%

200 bps

36.4%

-60 bps

34.8%

34.4%

40 bps

Adjusted EBITDA2

92,417

72,831

27%

73,457

26%

261,613

189,767

38%

Adjusted EBITDA Margin2

14.8%

12.3%

250 bps

14.9%

-5 bps

15.1%

12.6%

20 bps

Net Income (Loss)

13,486

28,487

-53%

(9,954)

235%

73,623

(50,594)

246%

Backlog Revenues

808,851

901,383

-10%

1,296,708

-38%

808,851

1,296,708

-38%

Backlog Results3

324,850

364,238

-11%

488,973

-34%

324,850

488,973

-34%

Backlog Margin3

40.2%

40.4%

-20 bps

37.7%

250 bps

40.2%

37.7%

250 bps

Net Debt + Investor Obligations

1,571,811

1,563,283

1%

1,384,795

14%

1,571,811

1,384,795

14%

Cash and cash equivalents

921,828

876,813

5%

1,463,454

-37%

921,828

1,463,454

-37%

Shareholders’ Equity

3,110,914

3,097,881

0%

3,106,916

0%

3,110,914

3,106,916

0%

Shareholders’ Equity + Minority

3,112,609

3,099,492

0%

3,129,137

-1%

3,112,609

3,129,137

-1%

Total Assets

7,059,524

7,072,546

0%

7,578,854

-7%

7,059,524

7,635,296

-7%

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

50.5%

50.4%

10 bps

44.3%

620 bps

50.5%

44.3%

620 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

 

 

 

 

 

21


 
 

 

FINANCIAL RESULTS

·         Net revenue recognized by the “PoC” method was R$402.5 million in the Gafisa segment and R$221.5 million in the Tenda segment. This resulted in consolidated revenue of R$624.0 million in the third quarter, a 26.3% increase year on year, and a 5.5% increase from the previous quarter. In 9M15, consolidated net revenue reached R$1.7 billion, an increase of 15.5% compared to 9M14.

·         Adjusted gross profit for 3Q15 was R$223.8 million, up from R$200.4 million in 3Q15 and from R$179.9 million in the same period of last year. Adjusted gross margin reached 35.9%, compared to 36.4% in the prior-year period and 33.9% in the 2Q15. Gafisa accounted for an adjusted gross profit of R$152.6 million, with an adjusted gross margin of 37.9%, while Tenda accounted for an adjusted gross profit of R$71.2 million, with a margin of 32.1% in 3Q15. In the 9M15, adjusted gross profit totaled R$603.5 million with an adjusted gross margin of 34.8%, versus R$517.3 million in the previous year.

·         Adjusted EBITDA was R$92.4 million in 3Q15, with a margin of 14.8%. The Gafisa segment reported adjusted EBITDA of R$66.8 million, while the Tenda segment’s adjusted EBITDA was R$24.4 million. In 9M15 consolidated adjusted EBITDA was R$261.6 million, an increase of 37.8% from R$189.8 million in 9M14, with a 15.1% margin. Please note that consolidated adjusted EBITDA includes Alphaville equity income, while the Gafisa segment’s adjusted EBITDA is net of this effect.

·         The Company reported positive net income of R$13.5 million in the third quarter. Gafisa reported a net profit of R$1.7 million, while Tenda reported a profit of R$11.8 million. In the first nine months, net income totaled R$73.6 million.

·         Operating cash generation totaled R$78.5 million in the 3Q15, closing the nine month period at R$95.3 million. Net cash consumption of R$6.5 million was recorded in 3Q15, with accumulated consumption of
R$104.3 million during 9M15.

 

OPERATING RESULTS

·         Launches totaled R$606.8 million in the 3Q15, comprising 13 projects in the states of São Paulo, Rio de Janeiro, Minas Gerais, Rio Grande do Sul, Bahia and Pernambuco. The result was an increase over the R$482.0 million launched in 2Q15. The Gafisa segment accounted for 47% of the quarter’s launches, while the Tenda segment accounted for the remaining 53%. The volume launched in the 9M15 totaled R$1.4 billion.

·         Net pre-sales totaled R$492.8 million in 3Q15, of which R$247.6 million related to Gafisa and R$245.2 million related to Tenda. The consolidated result was a significant increase from the 3Q14 net pre-sales result of R$230.8 million. Consolidated sales from launches in the quarter represented 16.8% of the total, while sales from inventory comprised the remaining 83.2%. During the 9M15, the two segments combined reported R$1.4 billion in net pre- sales.

·         Consolidated sales over supply (SoS) reached 14.8% in 3Q15, compared to 15.9% in 2Q15 and 6.7% in 3Q14. On a trailing 12-month basis, Gafisa’s SoS was 29.6%, while Tenda’s SoS was 52.4%.

·         Consolidated inventory at market value remained stable q-o-q at R$2.8 billion. Gafisa’s inventory totaled R$2.0 billion, while Tenda’s inventory totaled R$820.7 million.

·         Throughout the third quarter, the Company delivered 5 projects/phases, totaling 1,304 units, accounting for R$197.5 million in PSV. The 3Q15 launches were exclusively from the Tenda segment. Over the past nine months, 30 projects / phases and 7,576 units were delivered, accounting for 1.9 billion in PSV.

 

     

 

 

 

 

22


 
 

 

       ANALYSIS OF RESULTS

       GAFISA SEGMENT

Consistent Gross Margin and Reduction in General and Administrative Expenses

Table 2. Gafisa Segment – Operating and Financial Highlights – (R$000, and % Gafisa)

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y (%)

Launches

288,234

252,585

14%

419,134

-31%

616,046

1,023,012

-40%

Net pre-sales

247,608

242,185

2%

194,892

27%

669,599

633,738

6%

Net pre-sales of Launches

71,433

66,973

7%

130,368

-45%

152,842

284,617

-46%

Sales over Supply (SoS)

11.0%

10.5%

50 bps

7.2%

380 bps

25.0%

20.2%

480 bps

Delivered projects (Units)

-

1,498

-100%

366

-100%

3,345

2,394

40%

Net Revenue

402,483

348,392

16%

365,256

10%

1,090,933

1,089,913

0%

Adjusted Gross Profit1

152,627

127,101

20%

141,462

8%

405,229

409,448

-1%

Adjusted Gross Margin1

37.9%

36.5%

140 bps

38.7%

-80 bps

37.1%

37.6%

-50 bps

Adjusted EBITDA2

66,846

52,400

28%

76,690

-13%

177,535

214,855

-14%

Adjusted EBITDA Margin2

16.6%

15.0%

160 bps

21.0%

-440 bps

16.3%

19.7%

-280 bps

Net Income (Loss)

1,656

8,452

-80%

15,263

-89%

30,312

30,068

1%

Backlog Revenues

557,508

664,074

-16%

1,157,390

-52%

557,508

1,157,390

-52%

Backlog Results3

215,810

265,190

-19%

448,963

-52%

215,810

448,963

-52%

Backlog Margin3

38.7%

39.9%

-120 bps

38.8%

-10 bps

38.7%

38.8%

-10 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.

 

The Company maintenaned its level of net sales in 3Q15, despite more difficult market conditions. In addition, these results reflect Gafisa's commitment to improved operational efficiency and attaining a suitable cost structure given the current business cycle and the market outlook.

The 3Q15 adjusted gross margin was 37.9%, in line with the average levels reported in previous quarters and marginally lower y-o-y, due to a higher recognition of swaps in the period. These profitability levels support the stability of the gross margin in the Gafisa segment, and also highlight the solid performance of the Gafisa segment projects, resulting from the evolution of the Company's business cycle.

It is worth noting the continued downward trend in selling, general and administrative expenses, which were 13.2% lower year-over-year and down 7.6% compared to 2Q15. For the first nine months of the year, the reduction reached 15.1% compared with 9M14.

Net Income

Net income for the period was R$1.7 million, compared to R$8.5 million in the 2Q15 and R$15.3 million in the 3Q14. This decrease is due to a higher volume of other operating expenses, the lower contribution of AUSA equity income, and the higher volume of financial expenses in the period. 9M15 net income totaled R$30.3 million, compared to R$30.1 million in 9M14. Excluding the R$1.2 million in equity income from Alphaville, the Gafisa segment’s net income in 3Q15 was R$0.5 million, compared to R$8.7 million recorded in 3Q14 and R$3.3 million in 2Q15. In the 9M15, net income was R$7.0 million, compared to R$18.5 million in the same period last year.

Table 3 – Gafisa Segment – Net Income (R$ Million)

Gafisa Segment (R$ 000)

3Q15

2Q15

3Q14

9M15

9M14

Adjusted Gross Profit

152.6

127.1

141.5

405.2

409.4

Adjusted Gross Margin

37.9%

36.5%

38.7%

37.1%

37.6%

Net Profit

1.7

8.5

15.3

30.3

30.1

Equity Income from Alphaville¹

1.2

5.2

6.6

23.3

11.6

Net Profit Ex-Alphaville

0.5

3.3

8.7

7.0

18.5

 

 

 

 

23


 
 

 

TENDA SEGMENT

Profitability Anchored in Operational Consolidation of the New Model

Table 4. Tenda Segment – Operating and Financial Highlights – (R$000 and % Tenda)

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y (%)

Launches

318,585

229,366

39%

91,294

249%

786,306

371,749

112%

Net pre-sales

245,195

289,946

-15%

35,892

583%

778,679

269,387

189%

Net pre-sales of Launches

27,440

41,028

-33%

22,490

22%

113,749

85,387

33%

Sales over Supply (SoS)

23.0%

28.2%

-520 bps

4.6%

1,840 bps

48.7%

26.7%

2,200 bps

Delivered projects (Units)

1,304

1,240

5%

1,183

10%

4,231

4,640

-9%

Net Revenue

221,560

243,137

-9%

128,935

72%

644,140

411,809

56%

Adjusted Gross Profit1

71,150

73,285

-3%

38,458

85%

198,235

107,826

84%

Adjusted Gross Margin1

32.1%

30.1%

200 bps

29.8%

230 bps

30.8%

26.2%

460 bps

Adjusted EBITDA2

24,403

15,221

60%

(9,828)

348%

60,739

(36,648)

266%

Adjusted EBITDA Margin2

11.0%

6.3%

470 bps

-7.6%

1,860 bps

9.4%

-8.9%

1,830 bps

Net Income (Loss)

11,830

20,035

-41%

(25,219)

147%

43,311

(80,662)

154%

Backlog Revenues

251,343

237,309

6%

139,318

80%

251,343

139,318

80%

Backlog Results3

109,040

99,048

10%

40,010

173%

109,040

40,010

173%

Backlog Margin3

43.4%

41.7%

170 bps

28.7%

1,470 bps

43.4%

28.7%

1,470 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.

 

The Tenda segment delivered its last two legacy projects in 3Q15. The segment continues to advance with the New Model operations, recording consistent margins and greater profitability.

In the 3Q15, Tenda recorded adjusted gross income of R$71.2 million, in line with the previous quarter, despite the lower revenue volume. The 3Q15 adjusted gross margin reached 32.1%. Notably, a portion of the accumulated Profit Sharing provision, totaling R$5.2 million, was reallocated to general and administrative expenses, representing a one-off, one-time positive impact of 2.3 p.p. on the adjusted gross margin for 3Q15.

Additionally, adjusted EBITDA totaled R$24.4 million in the quarter, compared to R$15.2 million in 2Q15 and a 3Q14 loss of R$9.8 million. The adjusted EBITDA margin reached 11.0%, reflecting higher net revenues and better gross margins over the past few quarters. In addition, the operational consolidation of Tenda’s New Model helped produce a strong expansion in the segment’s EBITDA during this period.

 

Net Income

In 3Q15, the Tenda segment achieved net income of R$11.8 million, lower than 2Q15 net income of
R$20.0 million, but a substantial improvement from the net loss of R$25.2 million in 3Q14. In 9M15, net income was R$43.3 million, compared to a net loss of R$80.7 million in the previous year, reflecting the improved operating and financial performance of the Tenda segment.

 

Table 5 – Tenda Segment – Net Income (R$ Million)

Tenda Segment (R$ million)

3Q15

2Q15

3Q14

9M15

9M14

Adjusted Gross Profit

71.2

73.3

38.5

198.2

107.8

Adjusted Gross Margin

32.1%

30.1%

29.8%

30.8%

26.2%

Net Profit

11.8

20.0

(25.2)

43.3

(80.7)

 

 

 

 

 

 

 

24


 
 

 

RECENT EVENTS

UPDATED STATUS OF THE SPIN-OFF PROCESS AND RECENT DEVELOPMENTS

In the 3Q15, the Company progressed with the evaluation of the potential separation of the Gafisa and Tenda business units. Since commencing the spin-off process in February 2014, the Company has executed multiple initiatives in order to make the two business units independent of one another from both an operational perspective, as well as a capital structure perspective.

The Company’s analysis of an appropriate capital structure is one of the main processes that is still ongoing. The Company continues to work in order to achieve the conditions deemed necessary for the desired capital structure model, which takes into consideration the business cycles of each of the business units.

As previously communicated in a Material Fact released to the market on April 29, 2015, these actions are ongoing and are taking longer than had been initially expected. As a result of this, and the on-going assessment of an appropriate capital structure, it is not yet possible to determine when the potential separation will be concluded.

The Company will keep its shareholders and the market informed of any developments related to the subjects mentioned above.

 

UPDATE TO SHARE REPURCHASE PROGRAM

On February 2, 2015, the Company approved the creation of a new share buyback program of up to a maximum of 27 million common shares which, when added up to the 10.6 million shares held in treasury at the record date, represent about 10% of the total common shares issued by the Company. To date, it has acquired 1,000,000  shares, totaling R$2.0 million, as part of the program. In 2015, through the various buyback programs, 11.9 million shares were acquired, with a total disbursement of R$24.2 million.

 

 

 

 

 

 

 

25


 
 

GAFISA SEGMENT

Focuses on residential developments within the upper, upper-middle, and middle-income segments, with average unit prices above R$250,000..

Operating Results

Launches and Pre-Sales

Third quarter 2015 launches totaled R$288.2 million, representing 4 projects/phases located in the cities of São Paulo and Rio de Janeiro. The sales speed of these launches reached 19.2%. In the first 9M15, the Gafisa segment totaled R$616.0 million in launches, representing 43.9% of consolidated launches.

 

 

 

The Gafisa segment’s 3Q15 gross pre-sales totaled R$394.8 million. Dissolutions reached R$147.2 million and net pre-sales reached R$247.6 million, an increase of 27.0% compared to 3Q14 and an increase of 2.2% compared to the previous quarter. In the 9M15, the volume of dissolutions was R$387.7 million and net sales totaled R$669.6 million. In the quarter, the sales over supply (SoS) of the Gafisa segment was 11.0%, higher than that of 3Q14 and 2Q15.

 

The Company continues to concentrate its efforts on the sale of remaining units. As a result, approximately 77% of net sales during the period related to projects launched through 2013, resulting in an improvement in the inventory profile of the Gafisa segment. Taking into consideration only 3Q15 launches, they representend 22.4% of the total sold in the quarter.

 

 

 

 

 

Table 6. Gafisa Segment – Launches and Pre-sales (R$000)

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y (%)

Launches

288,234

252,585

14%

419,134

-31%

616,046

1,023,012

-40%

Pre-Sales

247,608

242,185

2%

194,892

27%

669,599

633,738

6%

 

 

 

 

26


 
 

Sales over Supply (SoS)

The Gafisa segment’s sales velocity was 11.0% in 3Q15, above the 7.2% recorded in 3Q14 and the 10.5%  2Q15. On a trailing 12 month basis, Gafisa’s SoS reached 29.6%.

 

Notably in 3Q15, the sales speed of launches at the Gafisa segment was impacted by the launch in Sao Paulo of a project framed as HIS (Social Housing), with PSV of R$92.3 million. This project had a slower sales dinamic, characteristic of projects focused on the economic (low-income) segment.

 

 

 

 

 

Dissolutions

The weak economic conditions have directly impacted consumer confidence and, accordingly, the level of dissolutions. Due to the challenging operating environment, the level of dissolutions in the Gafisa segment reached R$147.2 million in 3Q15, a decrease compared to R$150.7 million in 3Q14 and an increase from the R$115.6 million in the previous quarter. It is also worth noting that the level of dissolutions in 9M15 has been impacted by the increased volume of deliveries in the quarter. During the 9M15, 3,345 units were delivered, corresponding to R$1.3 billion in PSV.

 

Over the last three years, the Company has been working on initiatives to strengthen the credit review component of its sale process. In doing so, the Company intends to reduce the level of dissolutions throughout the construction and delivery cycle. A comprehensive approach in the credit review process at the time of sale has generated a more efficient process of transferring Gafisa customers to financial institutions. This progress has occurred despite deteriorating macroeconomic conditions, especially since the second half of 2014.

 

In recent quarters the Gafisa segment has been able to reduce the level of dissolutions by enabling customers facing financial pressure to swap their units for those that better match their financial position. Year to date, such unit reversions have accounted for approximately 36.2% of total dissolved PSV, resulting in the reversal of R$ 102.2 million into new sales in 9M15. This achievement further reflects the flexibility of Gafisa’s product portfolio.

 

In addition, in the 9M15, 749 Gafisa units were cancelled and 487 units, representing R$274.1 million, were already resold in the period.

 

 

 

 

 

 

 

 

 

 

27


 
 

Inventory

Gafisa is maintaining its focus on inventory reduction initiatives. Projects launched prior to 2014 represented 71.2% of net sales in the period. In the 9M15, inventory as a percentage of sales reached 77.2%. The market value of the Gafisa segment inventory decreased by 3.1% q-o-q, totaling R$2.0 billion. The reduction reflects current market conditions and the effect of the sales income in the period, as well as pricing adjustments on a few legacy projects.Finished units outside of core markets accounted for R$96.6 million, or 4.8% of total inventory.

 

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

 

Inventories BoP 2Q15

Launches

Dissolutions

Gross Sales

Adjustments1

Inventories EoP 3Q15

% Q/Q

São Paulo

1,482,644

176,187

113,540

(311,271)

(108,573)

1,352,527

-9%

Rio de Janeiro

486,958

112,047

29,178

(72,122)

4,950

561,011

15%

Other Markets

105,435

-

4,487

(11,420)

(1,854)

96,648

-8%

Total

2,075,036

288,234

147,205

(394,813)

(105,477)

2,010,186

-3%

* The period adjustments are a reflection of updates related to the project scope, release date and inflationary update in the period.

 

During the same period, finished units represented R$374.2 million, or 18.6% of total inventory. Inventory from projects launched outside core markets, which is comprised exclusively of finished units, represented
R$96.6 million, a decrease of 49.4% when compared to the R$191.1 million recorded last year and down 8.3% from 2Q15. The Company estimates that by 2016, it will have monetized a large portion of its inventory in non-core markets, based on the sales rate observed in these markets over the past few quarters.

 

In regards to Gafisa’s inventory, approximately 54%, or R$1.1 billion, is concentrated in projects that are to be delivered in the third quarter of 2016. This will be reflected in the sale of inventory in the coming quarters, rather than finished units.

 

Table 8. 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 units¹

Total 3Q15

São Paulo

162,044

52,537

533,690

551,114

53,143

1,352,527

Rio de Janeiro

12,396

-

95,027

229,158

224,431

561,011

Other Markets

-

-

-

-

96,648

96,648

Total

174,439

52,537

628,716

780,271

374,222

2,010,186

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.

 

 
 


 

 

 

 

 

 

28


 
 

 

Landbank

The Gafisa segment land bank, with a PSV of approximately R$5.7 billion, is comprised of 28 potential projects/ phases, amounting to nearly 10.8 thousand units.79% of potential projects/phases are located in São Paulo and 21% in Rio de Janeiro. The largest portion of land acquired through swap agreements is in Rio de Janeiro, impacting the total percentage of land acquired, which was 59%.

Table 9. Gafisa Segment – Landbank (R$000)

 

PSV

(% Gafisa)

%Swap
Total

%Swap

Units

%Swap
Financial

Potential Units
(% Gafisa)

Potential Units
(100%)

São Paulo

4,492,656

46.1%

46.1%

0.0%

589

9,386

Rio de Janeiro

1,203,000

88.9%

88.9%

0.0%

361

1,421

Total

5,695,656

59.5%

59.5%

0.0%

950

10,807

 

Table 10. Gafisa Segment – Changes in the Landbank (2Q15 x 3Q15 - R$000)

 

Initial Landbank

Land
Acquisition

Launches

Dissolutions

Adjustments

Final Landbank

São Paulo

4,532,063

115,873

(176,187)

-

20,907

4,492,656

Rio de Janeiro

1,339,778

-

(112,047)

-

(24,732)

1,203,000

Total

5,871,842

115,873

(288,234)

-

(3,825)

5,695,656

 

In 3Q15, the Company acquired one new land plot with a PSV of R$115.9 million, representing an acquisition cost of R$29.4 million. The acquisition was 46% financed by cash and 54% financed by swap agreements. It is important to note that the cash disbursement will occur when the project is launched, which is originally scheduled for 2017.

 

The quarterly adjustments reflect updates related to project scope, expected launch date, and inflationary adjustments to the land bank during the period.

 

Gafisa Vendas

During 9M15, Gafisa Vendas, the Company’s independent sales unit, with operations in São Paulo and Rio de Janeiro, accounted for 61% of gross sales. Gafisa Vendas currently has a team of 700 highly trained, dedicated consultants, in addition to an online sales force.

Delivered Projects

During 3Q15, there were no deliveries by the Gafisa segment. In the 9M15, 14 projects/phases totaling 3,345 units were delivered, accounting for R$1.3 billion in PSV, compared to 15 projects/ phases delivered in 9M14, representing 2,394 units.Currently, Gafisa has 31 projects under construction, all of which are on schedule according to the Company’s business plan.

 

Transfers

Over the past few years, the Company has been taking steps to improve the performance of its receivables/transfer process in an attempt to achieve higher rates of return on invested capital. Currently, the Company’s plan is to transfer 90% of eligible units up to 90 days after the delivery of the project. In accordance with this policy, transfers totaled R$153.6 million in PSV in the third quarter.

 

 

 

 

 

 

29


 
 

 

 

Of the year to date deliveries totaling R$1.3 billion, corporate projects comprised 61.1%. Financing arrangements for corporate projects differ from that of residential projects, resulting in a smaller contribution to transfer volumes, which impacted cash generation in the quarter.

 

Table 11. Gafisa Segment – Delivered Project

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y (%)

PSV Transferred ¹

153,646

169,829

-10%

180,857

-15%

521,489

623,610

-16%

Delivered Projects

-

5

-100%

3

-100%

14

15

-7%

Delivered Units

-

1,498

-100%

366

-100%

3,345

2,394

40%

Delivered PSV²

-

777,258

-100%

214,826

-100%

1,346,716

1,128,126

19%

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

3Q15 net revenues for the Gafisa segment totaled R$402.5 million, an increase of 15.5% q-o-q and 10.2% y-o-y. This reflects the partial revenue recognition from projects launched in previous quarters.

 

In 3Q15, 99.8% of Gafisa segment revenues were derived from projects located in Rio de Janeiro/São Paulo, while 0.2% were derived from projects in non-core markets. The table below provides additional details.

 

Table 12. Gafisa Segment – Revenue Recognition (R$000)

 

 

3Q15

 

 

 

3Q14

 

 

Launches

Pre-sales

%
Sales

Revenue

% Revenue

Pre-sales

%
Sales

Revenue

% Revenue

2015

71,433

29%

43,229

11%

-

-

-

-

2014

68,354

28%

73,763

18%

130,368

67%

10,583

3%

2013

79,054

32%

124,134

31%

15,349

8%

30,555

8%

≤ 2012

28,767

11%

161,357

40%

49,176

25%

324,117

89%

Total

247,608

100%

402,483

100%

194,892

100%

365,255

100%

SP + RJ

240,675

97%

401,550

100%

171,603

88%

354,210

97%

Other Markets

6,933

3%

934

0%

23,289

12%

11,045

3%

 

Gross Profit & Margin

Gross profit for the Gafisa segment in 3Q15 was R$108.8 million, compared to R$90.3 million in 2Q15, and R$106.7 million in the prior year period. Third quarter gross margin of 27.0% was impacted by a
R$7.3 million increase in revenue compared to the previous year, as projects comprised a higher number of swapped units.
In keeping with accounting rules, the gross margin on these projects is lower initially, before normalizing over time.

Excluding financial impacts, the adjusted gross margin reached 37.9% in 3Q15 compared to 36.5% in the 2Q15 and 38.7% in the prior year period, reaffirming broadly stable levels of profitability in the Gafisa segment. This is a result of the strategic consolidation in the metropolitan regions of São Paulo and Rio de Janeiro and the completion of older projects in other non-core markets.

 

The table below contains more details on the breakdown of Gafisa’s gross margin in 3Q15.

 

 

 

 

 

 

30


 
 

 

 

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

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y (%)

Net Revenue

402,483

348,392

16%

365,256

10%

1,090,933

1,089,913

0%

Gross Profit

108,830

90,268

21%

106,723

2%

297,245

314,748

-6%

Gross Margin

27.0%

25.9%

110 bps

29.2%

-220 bps

27.2%

28.9%

-170 bps

(-) Financial Costs

(43,797)

(36,833)

19%

(34,739)

26%

(107,984)

(94,700)

14%

Adjusted Gross Profit

152,627

127,101

20%

141,462

8%

405,229

409,448

-1%

Adjusted Gross Margin

37.9%

36.5%

140 bps

38.7%

-80 bps

37.1%

37.6%

-50 bps

 

Table 14. Gafisa Segment – Gross Margin Composition (R$000)

 

SP + RJ

Other Markets

3Q15

Net Revenue

401,550

935

402,483

Adjusted Gross Profit

154,025

(1,398)

152,627

Adjusted Gross Margin

38.4%

-149.6%

37.9%

         

 

Selling, General and Administrative Expenses (SG&A)

SG&A expenses totaled R$46.6 million in the 3Q15, a decrease of 13.2% y-o-y and 7.6% q-o-q. In the first nine months of the year, these expenses totaled R$140.0 million, 15.1% below the R$165.0 million the previous year.

 

Selling expenses decreased 1.9% compared to 2Q15 and increased by 3.8% from 3Q14. For the 9M15, selling expenses decreased by 13.8% compared to the same period last year.

 

The segment’s general and administrative expenses reached R$24.1 million in 3Q15, a decrease of 24.8% compared to the previous year and a 12.3% decline q-o-q. In 9M15, general and administrative expenses reached R$80.4 million, representing a decrease of 16.1% compared to R$95.9 million in 9M14.

 

The reduction in the level of SG&A expenses in the Gafisa segment reflects the Company's commitment to improve operational efficiency and achieve a level of costs and expenses that are appropriate for the current stage of the business cycle and economic outlook.

 

Table 15. Gafisa Segment – SG&A Expenses (R$000)

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y (%)

Selling Expenses

22,543

22,976

-2%

21,713

4%

59,611

69,133

-14%

G&A Expenses

24,087

27,466

-12%

32,031

-25%

80,438

95,886

-16%

Total SG&A Expenses

46,630

50,442

-8%

53,744

-13%

140,049

165,019

-15%

Launches

288,234

252,585

14%

419,134

-31%

616,046

1,023,012

-40%

Net Pre-Sales

247,608

242,185

2%

194,892

27%

669,599

633,738

6%

Net Revenue

402,483

348,392

16%

365,256

10%

1,090,933

1,089,913

0%

                   

 

Other Operating Revenues/Expenses reached R$30.6 million in 3Q15, an increase of 43.2% compared to the 2Q15, and of 96.4% compared to the previous year period. In the 9M15, Other Operating Revenues/Expenses totaled R$80.5 million. This increase reflects the higher levels of litigation expenses related to increased deliveries of older projects held in 2012, 2013 and 2014.

 

The Company continues to be more proactive and to mitigate risks associated with potential contingencies. Among a few initiatives that have been implemented during the year, we highlight: (i) agreements policy; (ii) new remuneration model of attorney fees; (iii) legal committee for ongoing litigation monitoring.

 

The table below contains more details on the breakdown of this expense.

 

 

 

 

31


 
 

 

 

Table 16. Gafisa Segment – Other Operating Revenues/ Expenses (R$000)

 

3Q15

2Q15

Q/Q(%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y(%)

Litigation expenses

(23,519)

(24,622)

-4%

(13,750)

71%

(68,106)

(40,419)

68%

Expenses w/ updating the balance of the stock options program for AUSA shares

-

-

-

-

-

-

(13,863)

-100%

Other

(7,087)

3,244

318%

(1,829)

287%

(12,399)

(1,637)

657%

Total

(30,606)

(21,378)

43%

(15,579)

96%

(80,505)

(55,919)

44%

 

A higher volume of deliveries over the past three years, due to the delivery of delayed projects in discontinued markets, led to an increase in the level of contingencies. The Gafisa segment has since concentrated its operations only in the metropolitan regions of São Paulo and Rio de Janeiro. This new strategic geographical positioning, combined with improved internal processes, is expected to result in fewer future legal claims and a subsequent decrease in the amount of expenses related to contingencies in the following years.

 

Adjusted EBITDA

Adjusted EBITDA for the Gafisa segment totaled R$66.8 million in 3Q15, representing growth of 27.6% compared to R$52.4 million in the prior quarter and a decrease of 12.8% compared to R$76.7 million in 3Q14. Adjusted EBITDA for the 9M15 was R$177.5 million, compared to R$214.9 million in the 9M14.

Compared with the prior-year period, 3Q15 EBITDA was impacted by the following factors: (i) a slightly lower level of gross margin; and (ii) addition of R$24.6 million in expenses related to contingencies, recognized as Other Revenues/Expenses. Note that adjusted EBITDA for the Gafisa segment does not include equity income from Alphaville.

The adjusted EBITDA margin, using the same criteria, increased to 16.6% when compared to 15.0% from 2Q15, and 21.0% in 3Q14. In the 9M15, the EBITDA margin reached 16.3%, versus 19.7% in the previous year period.

 

Table 17. Gafisa Segment – Adjusted EBITDA (R$000)

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y (%)

Net (Loss) Profit

1,656

8,452

-80%

15,263

-89%

30,312

30,068

1%

(+) Financial Results

17,719

2,966

497%

13,086

35%

30,429

25,315

20%

(+) Income taxes

(5,143)

278

-1950%

8,789

-159%

2,485

20,019

-88%

(+) Depreciation & Amortization

8,422

8,079

4%

7,744

9%

24,780

30,261

-18%

(+) Capitalized interests

43,797

36,833

19%

34,739

26%

107,984

94,700

14%

(+) Expense w Stock Option Plan

1,919

1,850

4%

2,886

-34%

5,859

27,265

-79%

(+) Minority Shareholders

(356)

(848)

-58%

778

-146%

(975)

(1,213)

-19%

(-) Alphaville Effect Result

(1,168)

(5,210)

-78%

(6,595)

-82%

(23,339)

(11,560)

102%

Adjusted EBITDA

66,846

52,400

28%

76,690

-13%

177,535

214,855

-17%

Net Revenue

402,483

348,392

16%

365,256

10%

1,090,933

1,089,913

0%

Adjusted EBITDA Margin

16.6%

15.0%

160 bps

21.0%

-440 bps

16.3%

19.7%

-340 bps

1)      EBITDA is adjusted by expenses associated with stock option plans, as this is a non-cash expense.

 

 

 

 

32


 
 

 

 

Backlog of Revenues and Results

The backlog of results to be recognized under the PoC method totaled R$215.8 million in 3Q15. The consolidated margin for the quarter was 38.7%, in line with 38.8% posted in last year’s third quarter.

 

Table 18. Gafisa Segment – Results to be recognized (REF) (R$000)

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

Revenues to be recognized

557,508

664,074

-16%

1,157,390

-52%

Costs to be recognized (units sold)

(341,698)

(398,884)

-39%

(708,427)

-52%

Results to be recognized

215,810

265,190

-19%

448,963

-52%

Backlog Margin

38.7%

39.9%

-120 bps

38.8%

-10 bps

 

 

 

 

 

 

33


 
 

 

TENDA SEGMENT

Focuses on affordable residential developments, classified within the Range II of Minha Casa, Minha Vida Program.500.

Operating Results

Launches and Sales

Third quarter launches totaled R$318.6 million and included 9 projects/phases in the states of São Paulo, Rio de Janeiro, Minas Gerais, Rio Grande do Sul, Bahia and Pernambuco. The Tenda segment accounted for 52.5% of launches in the quarter. In the first six months of the year, launch volumes reached R$786.3 million.

 

 

 

 

During 3Q15, gross sales reached R$287.2 million and dissolutions were R$42.0 million, resulting in total net pre-sales of R$245.2 million, a decrease of 15.4% compared to the previous quarter, in which sales benefited from the Feirões da Caixa (Caixa Econômica Property Fair). Compared with the prior-year period, there was an increase of 583.1%. In the 9M15, the volume of dissolutions was R$152.1 million and net pre-sales totaled R$778.7 million, a 189.1% increase in comparison to 9M14.

Sales from units launched during 9M15 accounted for 40.5% of total sales, while sales from units launched during 3Q15 accounted for 11.2% of total sales.

 

 

 

 


Table 19. Tenda Segment – Launches and Pre-sales (R$000)

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y (%)

Launches

318,585

229,366

39%

91,294

249%

786,306

371,749

112%

Pre-Sales

245,195

289,946

-15%

35,892

583%

778,679

269,387

189%

 

 

 

 

34


 
 

 

 

Sales over Supply (SoS)

In 3Q15, sales velocity (sales over supply) was 23.0%, and on a trailing 12 month basis, Tenda’s SoS ended 3Q15 at 52.4%.

 

 

Below is a breakdown of Tenda’s SoS, which includes both legacy and New Model projects throughout 3Q15.

 

Table 20. SoS Gross Revenue (Ex-Dissolutions)  

 

3Q14

4Q14

1Q15

2Q15

3Q15

New Model

20.3%

22.0%

32.7%

37.4%

29.6%

Legacy Projects

28.3%

17.5%

20.1%

24.3%

19.4%

Total

24.4%

20.2%

28.6%

33.4%

26.9%

 

Table 21. SoS Net Revenue

 

3Q14

4Q14

1Q15

2Q15

3Q15

New Model

11.8%

18.8%

30.9%

35.2%

27.1%

Legacy Projects

-2.0%

5.0%

7.0%

12.0%

11.4%

Total

4.8%

13.3%

23.3%

28.2%

23.0%

 

 

Dissolutions

The level of dissolutions in the Tenda segment totaled R$42.0 million in 3Q15, a decrease of 21.8% from 2Q15 and a decrease of 71.3% compared to 3Q14.

 

 

As expected, the amendment to sales processing established in August 2014 reduced the level of dissolutions during the period. Approximately 53% of the dissolutions in the period were related to old projects.

 

 

Table 22. PSV Dissolutions – Tenda Segment (R$ thousand and % of gross sales by model)

 

3Q14

% GS

4Q14

% GS

1Q15

% GS

2Q15

% GS

3Q15

% GS

New Model

31,640

42.1%

18,003

14.3%

12,594

4.2%

15,648

4.5%

19,576

6.8%

Legacy Projects

114,697

107.1%

48,281

71.7%

43,737

14.6%

38,115

11.1%

22,447

7.8%

Total

146,337

80.3%

66,285

34.4%

56,332

18.8%

53,763

15.6%

42,023

14.6%

 

 

 

 

 

35


 
 

 

 

Table 23. Tenda Segment – Net Pre-sales by Market (R$ million)

 

1Q12

2Q12

3Q12

4Q12

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3Q15

New Model

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Sales

-

-

-

-

13.6

57.0

59.7

84.5

94.3

116.3

75.2

125.6

232.6

268.5

233.1

Dissolutions

-

-

-

-

-

(2.1)

(7.4)

(6.3)

(34.2)

(25.1)

(31.6)

(18.0)

(12.6)

(15.7)

(19.6)

Net Sales

-

-

-

-

13.6

54.9

52.3

78.2

60.2

91.2

43.5

107.6

220.0

252.8

213.5

Legacy Projects

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Sales

249.1

344.9

293.8

287.9

225.6

270.7

223.9

154.2

150.6

183.0

107.1

67.3

67.3

75.2

54.1

Dissolutions

(339.6)

(329.1)

(263.7)

(317.6)

(232.5)

(155.7)

(126.0)

(68.8)

(159.0)

(92.5)

(114.7)

(48.3)

(43.7)

(38.1)

(22.4)

Net Sales

(90.4)

15.7

30.0

(29.7)

(6.9)

115.0

97.9

85.4

(8.4)

90.6

(7.6)

19.0

23.5

37.1

31.7

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dissolutions (Units)

3.157

2.984

2.202

2.509

1.700

1.172

924

491

1.270

820

948

428

367

373

286

Gross Sales

249.1

344.9

293.8

287.9

239.3

327.7

283.6

238.7

244.9

299.3

182.2

192.9

299.9

343.7

287.2

Dissolutions

(339.6)

(329.1)

(263.7)

(317.6)

(232.5)

(157.8)

(133.5)

(75.1)

(193.2)

(117.6)

(146.3)

(66.3)

(56.3)

(53.8)

(42.0)

Net Sales

(90.4)

15.7

30.0

(29.7)

6.8

169.8

150.1

163.6

51.8

181.7

35.9

126.6

243.5

289.9

245.2

Total (R$)

(90.4)

15.7

30.0

(29.7)

6.8

169.8

150.1

163.6

51.8

181.7

35.9

126.6

243.5

289.9

245.2

MCMV

(95.7)

21.5

8.0

(3.6)

36.2

142.6

119.2

122.4

57.2

151.4

39.0

116.7

217.7

260.0

216.4

Out of MCMV

6.3

(5.7)

22.1

(26.0)

(29.4)

29.2

30.9

41.2

(5.4)

30.3

(3.1)

9.9

25.8

29.9

28.8

 

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

 

Tenda had 1,026 units cancelled and returned to inventory in the 9M15, of which 602 units were already resold to qualified customers during the same period. The sale and transfer process plays an important role in the New Tenda Business Model. It is expected that within a period of up to 90 days, the effective sale and transfer process will be complete.

 

Tenda Segment Transfers

In the 3Q15, 1,869 units were transferred to financial institutions, representing R$248.6 million in net pre-sales.

 

Table 24. Tenda Segment – PSV Transferred – Tenda (R$000)

 

1Q13

2Q13

3Q13

4Q13

1Q14

3Q14

3Q14

4Q14

1Q15

2Q15

3Q15

New Model

-

26,609

52,466

42,921

49,776

69,563

59,736

67,621

114,939

200,902

194,719

Legacy Projects

274,358

249,699

230,613

145,038

139,721

154,155

100,361

74,773

59,110

53,112

53,912

PSV transferred1

274,358

276,308

283,079

187,959

189,497

223,717

160,097

142,393

174,049

254,014

248,631

1) PSV transferred refers to the conclusion of the transfer operation.

2) PSV = Potential sales volume of the units.

 

Tenda Segment Delivered Projects

During 3Q15, Tenda delivered 5 projects/phases and 1,304 units, reaching a PSV of R$197.5 million. Of this total amount, 640 units, representing R$93.0 million in PSV, were related to the remaining Legacy units. In 9M15, 16 projects/phases and 4,231 units were delivered, reaching a PSV of R$591.0 million. The New Model accounting for 2,383 units and R$344.1 million of the PSV in 9M15. Notably, following the delivery of the last two legacy projects, Tenda has now fully integrated the New Model operations.

 

 

 

 

 

36


 
 

 

Inventory

The market value of Tenda inventory was R$820.7 million at the end of the 3Q15, up 11.2% when compared to R$738.4 million at the end of 2Q15, due to the large volume of launches in the quarter. Inventory related to the remaining units for the Tenda segment totaled R$246.9 million or 30.1% of the total, down 9.5% versus 2Q15 and 36.1% as compared to 3Q14. During the quarter, inventory comprising units within the Minha Casa Minha Vida program totaled R$707.3 million, or 86.2% of total inventory, while units outside the program totaled R$113.4 million, a decrease of 20.0% q-o-q and 36.6% y-o-y.

 

Table 25. Tenda Segment – Inventory at Market Value (R$000) – by Region

 

Inventory EP 2Q15

Launches

Dissolutions

Pre-Sales

Price Adjustment + Others

Inventory EP 3Q15

% Q/Q

São Paulo

178,284

37,776

10,198

(72,186)

2,554

156,627

-12%

Rio Grande do Sul

43,401

39,214

1,336

(28,486)

2,035

57,500

32%

Rio de Janeiro

163,732

114,575

11,697

(64,438)

764

226,330

38%

Bahia

149,507

37,295

3,715

(56,090)

433

134,860

-10%

Pernambuco

74,068

36,533

2,926

(24,945)

745

89,326

21%

Minas Gerais

64,718

53,192

7,151

(29,979)

2,696

97,778

51%

Others

64,648

-

5,000

(11,095)

(229)

58,324

-10%

Total Tenda

738,358

318,585

42,023

(287,218)

8,997

820,745

11%

MCMV

596,533

318,585

26,845

(243,202)

8,578

707,339

19%

Out of MCMV

141,825

-

15,177

(44,016)

418

113,405

-20%

¹ The quarter adjustments reflect updates related to project scope, expected launch date and inflationary adjustments to landbank during the period.

 

Table 26. 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 Units¹

Total 3Q15

New Model - MCMV

116,681

335,585

79,228

35,878

6,478

573,850

Legacy – MCMV

-

-

61,061

-

72,429

133,489

Legacy – Out of MCMV

-

-

-

-

113,405

113,405

Total Tenda

116,681

335,585

140,288

35,878

192,312

820,745

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.

 

Regarding legacy projects, the Tenda segment is still awaiting for the legalization of a project with a total PSV of R$61.1 million to move forward with construction.

 

Tenda Segment Landbank

The Tenda segment land bank, with a PSV of approximately R$4.0 billion, is comprised of 112 different projects/phases. Out of these projects/phases 18% are located in São Paulo, 13% in Rio Grande do Sul, 26% in Rio de Janeiro, 5% in Minas Gerais, 29% in Bahia, and 8% in Pernambuco. In total this reflects more than 29,000 units.

 

Table 27. Tenda Segment – Landbank (R$000)

 

PSV

(% Tenda)

% Swap
Total

% Swap Units

% Swap Financial

Potential Units
(% Tenda)

Potential Units
(100%)

São Paulo

739,158

0.0%

0.0%

0.0%

4,752

4,752

Rio Grande do Sul

539,346

15.1%

0.0%

15.1%

3,920

3,920

Rio de Janeiro

1,053,161

19.9%

19.9%

0.0%

7,464

7,464

Bahia

1,164,363

12.2%

12.2%

0.0%

9,280

9,280

Pernambuco

316,268

15.1%

15.1%

0.0%

2,512

2,512

Minas Gerais

208,388

51.5%

51.5%

0.0%

1,420

1,420

Total

4,020,685

15.1%

12.3%

2.8%

29,348

29,348

 

 

 

 

37


 
 

 

 

Table 28. Tenda Segment – Changes in the Landbank (2Q15 x 3Q15 - R$000)

 

Initial
Landbank

Land
Acquisition

Launches

Adjustments

Final
Landbank

São Paulo

714,679

58,191

(37,776)

4,064

739,158

Rio Grande do Sul

471,559

108,695

(39,214)

(1,694)

539,346

Rio de Janeiro

1,176,586

-

(114,575)

(8,850)

1,053,161

Bahia

1,199,945

-

(37,295)

1,713

1,164,363

Pernambuco

242,818

96,472

(36,533)

13,511

316,268

Minas Gerais

191,035

69,790

(53,192)

756

208,388

Total

3,996,623

333,148

(318,585)

9,500

4,020,685

 

In 3Q15, the Tenda segment acquired new land plots with a potential PSV of R$243.3 million, representing an acquisition cost of R$17.8 million, all in cash, with disbursement over the next few quarters. Outside of these acquisitions, the Tenda segment reinstated three more land plots with a PSV of approximately R$89.8 million, which were previously for sale, however, with the positive results of the latest feasibility studies, they were re-added to the Tenda segment’s landbank.

 

New Model Update and Turnaround

 

During 2015, 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 six macro regions: São Paulo, Rio de Janeiro, Belo Horizonte, Porto Alegre, Salvador and Recife, with a total of 42 projects and a launched PSV of R$1,713.5 million to date. Below is a brief description of the average performance of these projects, per region.

 

Notably, the Tenda segment has delivered 14 projects, totaling 4,203 units and R$572.0 million in PSV, all of them attaining the performance and profitability drivers established for the New Model.

 

Table 29. Tenda – New Model Monitoring 2013, 2014 and 2015

 

 

SP

RJ

BA

PE

MG

RS

2013

Projects

4

1

2

-

-

-

7

Units

1,380

300

779

-

-

-

2,459

Total PSV (R$000)

189.7

40.4

83.9

-

-

-

313.9

Units Sold

1,376

290

770

-

-

-

2,436

% Sold

100%

97%

99%

-

-

-

99%

SoS Avg (Month)

11%

6%

5%

-

-

-

9%

Repasses

1,378

206

756

-

-

-

2,340

% Transferred (Sales)

100%

69%

97%

-

-

-

95%

Work Progress

100%

100%

100%

-

-

-

100%

 

 

SP

RJ

BA

PE

MG

RS

2014

Projects

4

4

4

1

1

-

14

Units

720

1,511

1,220

432

432

-

4,315

Total PSV (R$000)

117.8

224.8

151.5

58.8

60.4

-

613.3

Units Sold

713

1,210

1,106

429

412

-

3,870

% Sold

99%

80%

91%

99%

95%

-

90%

SoS Avg (Month)

13%

6%

8%

7%

5%

-

9%

Repasses

677

813

974

397

324

-

3,185

% Transferred (Sales)

95%

55%

79%

92%

75%

-

74%

Work Progress

98%

79%

79%

91%

50%

-

83%

 

 

 

 

 

38


 
 

 

 

 

SP

RJ

BA

PE

MG

RS

2015

Projects

5

5

4

3

2

2

21

Units

1,120

1,258

1,280

944

372

600

5,574

Total PSV (R$000)

178.5

188.5

158.1

122.3

53.2

85.6

786.3

Units Sold

839

211

447

266

34

280

2,078

% Sold

75%

17%

35%

28%

9%

47%

37%

SoS Avg (Month)

13%

4%

10%

5%

5%

7%

8%

Repasses

706

82

281

192

-

153

1,414

% Transferred (Sales)

63%

7%

24%

21%

-

24%

25%

Work Progress

38%

4%

23%

14%

25%

14%

20%

 

Financial Result

Revenues

Tenda’s 3Q15 net revenues totaled R$221.5 million, an increase of 71.8% compared with 3Q14, reflecting an increased volume of net sales as a result of the lower level of dissolutions compared to previous periods. As shown in the table below, revenues from new projects accounted for 83.5% of Tenda’s revenues in 3Q15, while revenues from older projects accounted for the remaining 16.5%.

Table 30. Tenda – Pre-Sales and Recognized Revenues (R$000)

 

 

3Q15

 

 

 

3Q14

 

 

Launches

Pre-Sales

%

Sales

Revenue

% Revenue

Pre-Sales

% Sales

Revenue

% Revenue

2015

162,543

66%

81,907

37%

-

-

-

-

2014

51,146

21%

98,808

45%

22,490

63%

9,535

8%

2013

(152)

0%

4,316

2%

21,043

58%

69,192

56%

≤ 2012

31,658

13%

36,529

16%

(7,641)

-21%

50,208

36%

Landbank Sale

-

0%

-

0%

-

0%

-

0%

Total

245,195

100%

221,560

100%

35,891

100%

128,935

100%

Legacy

31,658

13%

36,529

16%

(7,641)

-21%

50,208

36%

New Model

213,537

87%

185,031

84%

43,532

121%

78,727

64%

 

Gross Profit & Margin

3Q15 gross profit totaled R$67.4 million, up significantly from R$22.1 million in 3Q14, and slightly down from R$68.3 million in the 2Q15. Gross margin for the quarter reached 30.4%, compared to 17.2% in 3Q14 and 28.1% in 2Q15. The improvement in gross margin is due to the increased participation of projects launched under the New Business Model, which are more profitable. Reductions in the volume of older projects and the increase in the number of projects launched under the New Model have contributed to the improved results. 

Tenda’s adjusted gross margin ended 3Q15 at 32.1%, above the 30.1% recorded in 2Q15, and the 29.8% in 3Q14. Notably, a portion of the accumulated employee Profit Sharing provision totaling R$5.2 million, previously recorded at cost, was reallocated to general and administrative expenses, representing a one-time positive impact of  2.3 p.p. in the adjusted gross margin of 3Q15. During the 9M15, Tenda’s adjusted gross margin was 30.8%, above 26.2% in 9M14.

The table below shows Tenda’s gross margin breakdown in 3Q15. It is worth noting that the gross margin for the first projects under Tenda’s New Business Model also benefits from the use of older land bank, resulting in increased profitability.

 

 

 

39


 
 

 

 

 

Table 31. Tenda – Gross Margin (R$000)

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y(%)

Net Revenue

221,560

243,137

-9%

128,935

72%

644,140

411,809

56%

Gross Profit

67,390

68,275

-1%

22,130

205%

186,718

76,357

145%

Gross Margin

30.4%

28.1%

230 bps

17.2%

1,320 bps

29.0%

18.5%

1,050 bps

(-) Financial Costs

(3,760)

(5,010)

-25%

(16,328)

-77%

(11,517)

(31,469)

-63%

Adjusted Gross Profit

71,150

73,285

-3%

38,458

85%

198,235

107,826

84%

Adjusted Gross Margin

32.1%

30.1%

200 bps

29.8%

230 bps

30.8%

26.2%

460 bps

 

Selling, General and Administrative Expenses (SG&A)

During 3Q15, selling, general and administrative expenses totaled R$43.1 million, a 9.9% increase compared to R$39.3 million in 2Q15, and an increase of 26.3% y-o-y. In the 9M15, SG&A totaled R$110.2 million, up 5.4% from 9M14.

 

Selling expenses totaled R$16.3 million in 3Q15, a 7.8% decrease q-o-q and a 6.3% increase y-o-y, due to the ongoing expansion in launch volume and increased gross sales of the Tenda segment in the last quarters. In the 9M15, selling expenses increased 12.4% year-over-year to R$47.0 million.

 

In regards to G&A expenses, there was an increase of 24.3% q-o-q and of 42.5% y-o-y, due to an adjustment in the allocation of the Profit Sharing provision of R$5.5 million,previously registered as cost (R$5.2 million) and selling expenses (R$0.3 million), as previously explained. Excluding this one-off effect and considering the same base of comparison, general and administrative expenses would be R$21.4 million, similar to 2Q15 levels. YTD, general and administrative expenses totaled R$63.2 million, in line with the R$62.8 million recorded in 9M14.

 

Another step taken by the Tenda segment to improve its operational and financial cycle is a reduction in the cost structure to a level more compatible with the current stage of the Company’s business model, in order to achieve better profitability.

 

Table 32. Tenda – SG&A Expenses (R$000)

 

3Q15

2Q15

Q/Q(%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y(%)

Selling Expenses

16,283

17,659

-8%

15,311

6%

46,963

41,766

12%

General & Admin Expenses

26,861

21,604

24%

18,856

42%

63,248

62,838

1%

Total SG&A Expenses

43,144

39,263

10%

34,167

26%

110,211

104,604

5%

Launches

318,585

229,366

39%

91,294

249%

786,306

371,749

112%

Net Pre-Sales

245,195

289,946

-15%

35,892

583%

778,679

269,387

189%

Net Revenue

221,560

243,137

-9%

128,935

72%

644,140

411,809

56%

 

Other Operating Revenues/ Expenses totaled R$15.5 million, which is an increase of 32.1% compared to the 3Q14 and  32.8% compared to 2Q15. This was mainly due to the write-off of assets related to the conclusion of the revision work of Tenda’s legal deposits. The table below contains details on the breakdown of this expense.

 

Table 33. Tenda Segment – Other Revenues/Operating Expenses (R$000)

 

3Q15

2Q15

Q/Q(%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y(%)

Litigation Expenses

(7,999)

(4,796)

67%

(11,737)

-32%

(18,900)

(36,864)

-49%

Other

(7,502)

(6,877)

9%

2

-375200%

(13,308)

158

-8523%

Total

(15,501)

(11,673)

33%

(11,735)

32%

(32,208)

(36,706)

-12%

 

 

 

 

 

40


 
 

 

Over the past two years, the strong volume of deliveries related to delayed projects resulted in increased contingencies in the Tenda segment. The Company expects to see a reduction in the volume of such expenses over the coming years as a result of the delivery of the final legacy projects and the full contribution of New Model projects which are demonstrating strong operational performance.

 

Adjusted EBITDA

Adjusted EBITDA was positive R$24.4 million in 3Q15, a favorable comparison to the R$15.2 million in 2Q15 and the R$9.8 million EBITDA loss in the same period last year. The result reflects the consolidation of the new business model’s improved operating performance in the Tenda segment. In the 9M15, adjusted EBITDA was positive R$60.7 million against a R$36.6 million adjusted EBITDA loss in the previous year. Adjusted EBITDA margin reached 11.0% in 3Q15, compared to 6.3% in 2Q15. YTD, adjusted EBITDA margin reached 9.4%

 

The increased percentage of projects under the New Model in Tenda’s revenue mix and the related delivery of legacy projects since 2013, has resulted in improved gross margins in recent quarters. In addition to the improved performance, Tenda’s efficiencies in its cost structure have resulted in a significant increase in EBITDA in the Tenda segment during the period.

 

Table 34. Tenda – Adjusted EBITDA (R$000)

 

3Q15

2Q15

Q/Q(%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y(%)

Net (Loss) Profit

11,830

20,035

-41%

(25,219)

147%

43,311

(80,662)

154%

(+) Financial Results

1,970

(5,651)

-135%

(5,058)

-139%

(5,209)

(6,301)

-17%

(+) Income taxes

1,993

(6,032)

-133%

374

433%

771

7,413

-90%

(+) Depreciation & Amortization

4,022

3,482

16%

3,971

1%

10,894

11,453

-5%

(+) Capitalized interests

3,760

5,010

-25%

16,328

-77%

11,517

31,469

-63%

(+) Expenses with Stock Option Plan

545

533

2%

286

91%

1,606

311

416%

(+) Minority Shareholders

283

(2,156)

-113%

(510)

-155%

(2,151)

(331)

552%

Adjusted EBITDA

24,403

15,221

60%

(9,828)

-348%

60,739

(36,648)

-266%

Net Revenue

221,560

243,137

-9%

128,935

72%

644,140

411,809

56%

Adjusted EBITDA Margin

11.0%

6.3%

470 bps

-7.6%

1,860 bps

9.4%

-8.9%

1,830 bps

11) 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. In 4Q13, the result of the sale of the participation in Alphaville, which was allocated to Tenda, was excluded.

 

 

Backlog of Revenues and Results

The backlog of results to be recognized under the PoC method was R$109.0 million in 3Q15. The consolidated margin for the quarter was 43.4%.

 

Table 35. Results to be recognized (REF) (R$000)

 

3Q15

2Q15

Q/Q(%)

3Q14

Y/Y (%)

Revenues to be recognized

251,343

237,309

6%

139,318

80%

Costs to be recognized (units sold)

(142,303)

(138,261)

3%

(99,308)

43%

Results to be Recognized

109,040

99,048

10%

40,010

173%

Backlog Margin

43.4%

41.7%

170 bps

28.7%

1,470 bps

 

 

 

 

 

41


 
 

 

Balance Sheet and Consolidated Financial Results

Cash and Cash Equivalents

On September 30, 2015, cash and cash equivalents, and securities, totaled R$921.8 million, up 5.1% from June 30, 2015.

 

Accounts Receivable

At the end of the 3Q15, total consolidated accounts receivable decreased 14.1% y-o-y to R$2.8 billion, and by 1.2% compared to 2Q15.

The Gafisa and Tenda segments have approximately R$690.1 million in accounts receivable from finished units, out of which R$429.9 million is currently being transferred to financial institutions.

Table 36. Total Receivables (R$000)

 

3Q15

2Q15

Q/Q(%)

3Q14

Y/Y(%)

Receivables from developments
(off balance sheet)

839,492

935,530

-10%

1,345,831

-38%

Receivables from PoC – ST
(on balance sheet)

1,488,988

1,464,279

2%

1,575,922

-6%

Receivables from PoC – LT
(on balance sheet)

487,007

450,243

8%

355,292

37%

Total

2,815,487

2,850,052

-1%

3,277,045

-14%

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

The Company’s operating cash generation reached R$78.5 million in 3Q15. The Gafisa segment contributed cash generation of R$58.5 million, in line with the R$52.1 million reported last quarter. The volume of transferring/receiving process of units sold to financing agents reached R$153.4 million during the period, and R$521.5 million YTD. The Tenda segment generated R$20.0 million in cash, with R$207.9 million transferred in 3Q15 and R$491.8 transferred million in 9M15. YTD, the Company generated operating cash of R$95.3 million.

                                                                             

While consolidated operating cash generation reached R$78.5 million, the Company ended 3Q15 with operating cash consumption of R$6.5 million, and consumption of R$104.3 million in the year. It is worth noting that this result does not include the R$24.2 million used in the share buyback program during the 9M15.

 

Table 37. Cash Generation (R$000)

 

4Q14*

1Q15

2Q15

3Q15

Availabilities

1,157,254

1,116,169

876,813

921,828

Change in Availabilities(1)

 

(41,085)

(239,356)

45,015

Total Debt + Investor Obligations

2,597,554

2,651,383

2,440,095

2,493,639

Change in Total Debt + Inventor Obligations (2)

 

53,829

(211,288)

53,544

Other Investments

426,509

208,740

208,740

210,761

Change in Other Investments (3)

 

25,162

-

2,021

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

 

(69,753)

(28,068)

(6,508)

Cash Generation Final

 

(69,753)

(97,821)

(104,329)

 

*The 4Q14 data refers only to the final balance of the period in order to help in the reconciliation of the balance changes in 2015.

 

 

 

 

 

42


 
 

 

Liquidity

At the end of September 2015, the Company’s Net Debt/Equity ratio reached 50.5%, which is stable compared to 50.4% in the previous quarter. Excluding project finance, the Net Debt/Equity ratio was negative 13.2%.

 

The Company's consolidated gross debt reached R$2.5 billion at the end of 3Q15, an increase of 2.1% compared to 2Q15 and a decrease of 12.2% y-o-y. In the 3Q15, the Company amortized R$226.2 million in debt, of which R$203.7 million was project finance and R$22.5 million was corporate debt. A total of R$201.4 million, however, was disbursed, allowing for a net amortization of R$24.8 million. For the 9M15, approximately R$813.1 million of gross debt, representing 76.6% of debt maturing in 2015, was amortized. Throughout the year, new releases of R$477.2 million and payments of R$813.1 million were held, of which R$626.4 million reflected project debt and R$186.7 million reflected corporate debt, thus allowing for a net amortization in the first nine months of R$ 335.8 million.

 

Table 38. Debt and Investor Obligations (R$000)

 

3Q15

2Q15

Q/Q(%)

3Q14

Y/Y(%)

Debentures – FGTS (A)

808,532

784,992

3%

950,914

-15%

Debentures – Working Capital (B)

364,900

360,025

1%

450,336

-19%

Project Financing SFH – (C)

1,173,382

1,142,459

3%

1,146,570

2%

Working Capital (D)

137,891

145,324

-5%

283,349

-51%

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

2,484,705

2,432,800

2%

2,831,169

-12%

Investor Obligations (F)

8,934

7,296

22%

17,080

-48%

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

2,493,639

2,440,096

2%

2,848,249

-12%

Cash and Availabilities (H)

921,828

876,813

5%

1,463,425

-37%

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

1,571,811

1,563,283

1%

1,384,824

14%

Equity + Minority Shareholders (J)

3,112,609

3,099,492

0%

3,129,137

-1%

(Net Debt) / (Equity) (I)/(J) = (K)

50.5%

50.4%

10 bps

44.3%

620 bps

(Net Debt – Proj Fin) / Equity (I)-((A)+(C))/(J) = (L)

-13.2%

-11.7%

150 bps

-22.8%

-960 bps

 

The Company ended the third quarter of 2015 with R$1.1 billion in total debt due in the short term. It should be noted, however, that 72.5% of this volume relates to debt linked to the Company's projects. Currently, the average cost of consolidated debt is 13.34% p.y., or 94.42% of the CDI.

 

Table 39. Debt Maturity (R$000)

(R$ 000)

Average Cost (p.y.)

Total

Until Sep/16

Until Sep/17

Until Sep/18

Until Sep/19

After Sep/19

Debentures - FGTS (A)

TR + 9.08% - 9.8247%

808,532

334,087

324,556

149,889

-

-

Debentures – Working Capital (B)

CDI + 1.90% - 1.95% / IPCA + 7.96% - 8.22%

364,900

188,967

53,197

83,615

19,558

19,563

Project Financing SFH (C)

TR + 8.30% - 11.00% / 117.0% CDI / 12.87%

1,173,382

487,990

502,361

164,361

17,358

1,312

Working Capital (D)

CDI + 2.20% / 117.9% CDI

137,891

115,930

21,961

-

-

-

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

 

2,484,705

1,126,974

902,075

397,865

36,916

20,875

Investor Obligations (F)

CDI + 0.59%

8,934

6,654

2,280

-

-

-

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

 

2,493,639

1,133,628

904,355

397,865

36,916

20,875

% Total Maturity per period

-

45.5%

36.3%

16.0%

1.5%

0.8%

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

-

72.5%

91.4%

79.0%

47.0%

6.3%

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

-

27.5%

8.6%

21.0%

53.0%

93.7%

Ratio Corporate Debt / Mortgages

20.5%/79.5%

 

 

 

 

 

 

 

 

 

43


 
 

 

Financial Result                                

 

Revenue

On a consolidated basis, net revenue in the 3Q15 totaled R$624.0 million, up 5.5% over the 2Q15 and up 26.3% from 3Q14. In the quarter, the Gafisa segment represented 64.5% of consolidated revenues, while Tenda accounted for the remaining 35.5%. In 9M15, consolidated net revenue reached R$1.7 billion, above the R$1.5 billion recorded in the previous year.

 

Gross Profit & Margin

Gross profit in 3Q15 was R$176.2 million, compared to R$158.5 million in 2Q15, and R$128.9 million in the prior year. Gross margin for the quarter reached 28.2%, an increase compared to prior periods.

 

Adjusted gross profit reached R$223.8 million, with a margin of 35.9%, compared to 33.9% in the 2Q15 and 36.4% in the previous year. Supported by stable results in the Gafisa segment and the higher volume and consolidation of Tenda’s New Business Model operations, the Company has been able to maintain its adjusted gross margin at a healthy level throughout the past few quarters.

 

The gross margin has improved since 2013 as Gafisa and Tenda legacy projects have been concluded, reducing their impact on the Company’s results. At the same time, the contribution of more profitable projects launched in core markets and under the Tenda segment’s New Model has increased during recent quarters.

 

Table 40. Gafisa Group – Gross Margin (R$000)

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y (%)

Net Revenue

624,043

591,529

5%

494,191

26%

1,735,073

1,501,722

16%

Gross Profit

176,220

158,543

11%

128,853

37%

483,963

391,105

24%

Gross Margin

28.2%

26.8%

140 bps

26.1%

210 bps

27.9%

26.0%

190 bps

(-) Financial Costs

(47,557)

(41,843)

14%

(51,067)

-7%

(119,502)

(126,169)

-5%

Adjusted Gross Profit

223,777

200,386

12%

179,920

24%

603,465

517,274

17%

Adjusted Gross Margin

35.9%

33.9%

200 bps

36.4%

-60 bps

34.8%

34.4%

40 bps

 

Selling, General and Administrative Expenses (SG&A)

SG&A expenses totaled R$89.8 million in 3Q15, and were stable q-o-q. Compared to the 3Q14, there was a 2.1% increase. In the 9M15, selling, general and administrative expenses totaled R$250.3 million, which is 7.2% lower than 9M14.

 

Table 41. Gafisa Group – SG&A Expenses (R$000)

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y (%)

Selling Expenses

38,826

40,635

-4%

37,024

5%

106,574

110,899

-4%

General and Admin Expenses

50,948

49,070

4%

50,887

0%

143,686

158,724

-9%

Total SG&A Expenses

89,774

89,705

0%

87,911

2%

250,260

269,623

-7%

Launches

606,819

481,951

26%

510,428

19%

1,402,352

1,394,761

1%

Net Pre-Sales

492,803

532,131

-7%

230,784

114%

1,448,278

903,125

60%

Net Revenue

624,043

591,529

5%

494,191

26%

1,735,073

1,501,722

16%

Given the substantial decrease in the volume of legacy projects and current market conditions, the Company is seeking to streamline its cost and expense structure and SG&A. In the coming quarters, the Company is looking to improve productivity and increase the efficiency of its operations.

 

 

 

44


 
 

 

The Other Operating Revenues/ Expenses line totaled an expense of R$46.1 million, up 39.5% compared to the 2Q15, and up 68.8% compared to the previous year. In 9M15, this line reached R$112.7 million.The table below contains more details on the breakdown of this expense.

 

Table 42. Gafisa Group – Other Operating Revenues/ Expenses (R$000)

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y (%)

Litigation expenses

(31,518)

(29,418)

7%

(25,487)

24%

(87,006)

(77,283)

13%

Expenses w/ upgrading the balance of the stock options program for AUSA shares

-

-

-

-

-

-

(13,863)

-100%

Other

(14,589)

(3,633)

302%

(1,827)

699%

(25,707)

(1,479)

1638%

Total

(46,107)

(33,051)

40%

(27,314)

69%

(112,713)

(92,625)

22%

 

 

Consolidated Adjusted EBITDA

Consolidated adjusted EBITDA, including Alphaville equity income, totaled R$92.4 million in 3Q15, up from R$72.8 million in 2Q15 and R$73.5 million in the prior-year period. Consolidated adjusted EBITDA margin using the same criteria was 14.8%, in-line with a 14.9% margin reported in the previous year and an increase from 12.3% reported in 2Q15. In 9M15, consolidated EBITDA reached R$261.6 million, with a 15.1% margin.

 

Table 43. Gafisa Group – Consolidated Adjusted EBITDA (R$000)

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y (%)

Net (Loss) Profit

13,486

28,487

-53%

(9,954)

235%

73,623

(50,594)

246%

(+) Financial Results

19,689

(2,685)

833%

8,028

145%

25,220

19,014

33%

(+) Income taxes

(3,150)

(5,754)

-45%

9,163

-134%

3,256

27,432

-88%

(+) Depreciation & Amortization

12,444

11,561

8%

11,715

6%

35,674

41,714

-14%

(+) Capitalized interests

47,557

41,843

14%

51,061

-7%

119,501

126,169

-5%

(+) Expenses with Stock Option Plan

2,464

2,383

3%

3,172

-22%

7,465

27,576

-73%

(+) Minority Shareholders

(73)

(3,004)

-98%

272

-127%

(3,126)

(1,544)

103%

Adjusted EBITDA

92,417

72,831

27%

73,457

26%

261,613

189,767

38%

Net Revenue

624,043

591,529

5%

494,191

26%

1,735,073

1,501,722

16%

Adjusted EBITDA Margin

14.8%

12.3%

250 bps

14.9%

-10 bps

15.1%

12.6%

250 bps

1) EBITDA adjusted by expenses associated with stock option plans, as this is a non-cash expense.

2) Consolidated EBITDA considers the equity income from Alphaville.

 

Depreciation and Amortization

Depreciation and amortization in the 3Q15 reached R$12.4 million, up 7.6% compared to 2Q15 and 6.2% compared to the R$11.7 million recorded in 3Q14. In 9M15, depreciation and amortization totaled R$35.7 million compared to R$41.7 million reported in the previous year.

 

Financial Results

Net financial result was negative R$19.7 million in the 3Q15, compared with a negative result of R$8.0 million in 3Q14 and a positive result of R$2.7 million in 2Q15. Financial revenues totaled R$23.1 million, down 42.0% y-o-y due to the lower balance of funds available in the period. Financial expenses reached R$42.8 million, compared to R$44.5 million in 3Q14. Notably in the quarter, the Gafisa segment posted an increase of 9.1% in financial expenses compared to the same period last year, mainly impacted by the marking effect of the swap operations market. This result reflected the rising behavior seen in the future yield curve. YTD, the net financial result was negative R$25.2 million, compared to a net loss of R$19.0 million in the same period last year.

 

 

 

 

 

45


 
 

 

Taxes

Income taxes, social contribution and deferred taxes for 3Q15 amounted to a credit of R$3.2 million, due to the constitution of deferred income tax asset in the Gafisa segment over credits of temporary nature in the period. In the year, income tax and social contribution totaled R$3.3 million.

 

Net Income

Gafisa Group ended the 3Q15 with a net profit of R$13.5 million. Excluding the equity income from AUSA, the Company recorded net income of R$12.3 million in the quarter, compared to a net loss of R$16.6 million recorded in 3Q14 and net income of R$23.3 million in 2Q15. In 9M15, net income was positive R$73.6 million, including Alphaville’s equity income, compared to a net loss of R$50.6 million in the same period last year.

 

Table 44. Consolidated – Net Income (R$000)

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y (%)

Net Revenue

624,043

591,529

5%

494,191

26%

1,735,073

1,501,722

16%

Gross Profit

176,220

158,543

11%

128,853

37%

483,963

391,105

24%

Gross Margin

28.2%

26.8%

140 bps

26.1%

210 bps

27.9%

26.0%

190 bps

Adjusted Gross Profit1

223,777

200,386

12%

179,920

24%

603,464

517,274

17%

Adjusted Gross Margin1

35.9%

33.9%

200 bps

36.4%

-60 bps

34.8%

34.4%

40 bps

Adjusted EBITDA2

92,417

72,831

27%

73,457

26%

261,613

189,767

38%

Adjusted EBITDA Margin

14.8%

12.3%

250 bps

14.9%

-10 bps

15.1%

12.6%

250 bps

Net Income (ex- the sale of AUSA)

13,486

28,487

-53%

(9,954)

235%

73,623

(50,594)

246%

( - ) Alphaville Equity Income

(1,168)

(5,210)

-78%

(6,595)

-82%

(23,339)

(11,560)

102%

Net Income (ex- AUSA
Sale and Equity Income)

12,318

23,277

-47%

(16,551)

174%

50,284

(62,154)

181%

1) Adjusted by capitalized interests.

2) EBITDA adjusted by expenses associated with stock option plans, as this is a non-cash expense.

3) Consolidated EBITDA includes the impact of Alphaville equity income.

 

Backlog of Revenues and Results

 

The backlog of results to be recognized under the PoC method reached R$324.9 million in the 3Q15. The consolidated margin for the quarter was 40.2%.

 

Table 45. Gafisa Group – Results to be recognized (REF) (R$000)

 

3Q15

2Q15

Q/Q(%)

3Q14

Y/Y(%)

Revenues to be recognized

808,851

901,383

-10%

1,296,708

-38%

Costs to be recognized (units sold)

(484,001)

(537,145)

-10%

(807,735)

-40%

Results to be Recognized

324,850

364,238

-11%

488,973

-34%

Backlog Margin

40.2%

40.4%

-20 bps

37.7%

250 bps

 

 

 

 

 

 

 

46


 
 

 

Alphaville Urbanismo net revenues reach R$ 762 million in 9M15

 

São Paulo, November 6th, 2015 – Alphaville Urbanismo SA releases its results for the 3nd quarter of 2015 (3Q and 9M).

 

Financial Results

 

In the third quarter of 2015, net revenues were R$ 255 million, 21.8% above the same period of 2014 and 4.8% lower than 2Q15. Net income was R$ 5 million, 76.7% lower than 3Q14 and 70.5% lower than the previous quarter.

 

 

3Q15

3Q14

2Q15

 

R$

R$

Net Revenue

255

209

21.8%

267

-4.8%

Net Income

5

22

-76.7%

17

-70.5%

Margin

2%

11%

 

6%

 

           

 

In the first nine months of the year, net revenues totaled R$ 762 million, 31.3% higher than 9M14. Net profit on 9M15 was R$ 58 million, representing an increase of 49.8% million considering the same period in 2014.

 

 

 

9M15

9M14

 

 

R$

Net Revenue

762

580

31.3%

Net Income

58

39

49.8%

Margin

8%

7%

 

         

 

 

For further information, please contact our Investor Relations team at ri@alphaville.com.br or +55 11 3038-7164

 

 

 

 

 

47


 
 

 

Financial Statements Gafisa Segment

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y (%)

Net Revenue

402,483

348,392

16%

365,256

10%

1,090,933

1,089,913

0%

Operating Costs

(293,653)

(258,124)

14%

(258,533)

14%

(793,688)

(775,165)

2%

Gross Profit

108,830

90,268

21%

106,723

2%

297,245

314,748

-6%

Gross Margin

27.0%

25.9%

110 bps

29.2%

-220 bps

27.2%

28.9%

-170 bps

Operating Expenses

(94,954)

(79,420)

20%

(68,807)

38%

(234,994)

(240,559)

-2%

Selling Expenses

(22,543)

(22,976)

-2%

(21,713)

4%

(59,611)

(69,133)

-14%

General and Administrative Expenses

(24,087)

(27,466)

-12%

(32,031)

-25%

(80,438)

(95,886)

-16%

Other Operating Revenues/Expenses

(30,606)

(21,378)

43%

(15,585)

96%

(80,505)

(55,925)

44%

Depreciation and Amortization

(8,422)

(8,079)

4%

(7,744)

9%

(24,780)

(30,261)

-18%

Equity income

(9,296)

479

-2041%

8,266

-212%

10,340

10,646

-3%

Operational Result

13,876

10,848

28%

37,916

-63%

62,251

74,189

-16%

Financial Income

20,975

19,978

5%

20,583

2%

60,230

75,903

-21%

Financial Expenses

(38,694)

(22,944)

69%

(33,669)

15%

(90,659)

(101,218)

-10%

Net Income Before Taxes on Income

(3,843)

7,882

-149%

24,830

-115%

31,822

48,874

-35%

Deferred Taxes

9,134

(1,028)

989%

(1)

913500%

6,094

(384)

-1687%

Income Tax and Social Contribution

(3,991)

750

-632%

(8,788)

55%

(8,579)

(19,635)

-56%

Net Income After Taxes on Income

1,300

7,604

-83%

16,041

-92%

29,337

28,855

2%

Minority Shareholders

(356)

(848)

-58%

778

-146%

(975)

(1,213)

-20%

Net Income

1,656

8,452

-80%

15,263

-89%

30,312

30,068

1%

 

 

 

 

48


 
 

 

Financial Statements Tenda Segment

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y (%)

Net Revenue

221,560

243,137

-9%

128,935

72%

644,140

411,809

56%

Operating Costs

(154,170)

(174,862)

-12%

(106,805)

44%

(457,422)

(335,452)

36%

Gross Profit

67,390

68,275

-1%

22,130

205%

186,718

76,357

145%

Gross Margin

30.4%

28.1%

230 bps

17.2%

1.320 bps

29.0%

18.5%

1,050 bps

Operating Expenses

(51,314)

(62,079)

-17%

(52,543)

-2%

(149,996)

(156,238)

-4%

Selling Expenses

(16,283)

(17,659)

-8%

(15,311)

6%

(46,963)

(41,766)

12%

General and Administrative Expenses

(26,861)

(21,604)

24%

(18,856)

42%

(63,248)

(62,838)

1%

Other Operating Revenues/Expenses

(15,501)

(11,673)

33%

(11,735)

32%

(32,208)

(36,706)

-12%

Depreciation and Amortization

(4,022)

(3,482)

16%

(3,971)

1%

(10,894)

(11,453)

-5%

Equity income

11,353

(7,661)

-248%

(2,670)

-525%

3,317

(3,475)

-195%

Operational Result

16,076

6,196

159%

(30,413)

-153%

36,722

(79,881)

-146%

Financial Income

2,147

24,292

-91%

15,890

-86%

39,774

42,731

-7%

Financial Expenses

(4,117)

(18,641)

-78%

(10,832)

-62%

(34,565)

(36,430)

-5%

Net Income Before Taxes on Income

14,106

11,847

19%

(25,355)

-156%

41,931

(73,580)

-157%

Deferred Taxes

1,768

7,154

-75%

860

106%

5,634

(152)

-3807%

Income Tax and Social Contribution

(3,761)

(1,122)

235%

(1,234)

205%

(6,405)

(7,261)

-12%

Net Income After Taxes on Income

12,113

17,879

-32%

(25,729)

-147%

41,160

(80,993)

-151%

Minority Shareholders

283

(2,156)

-113%

(510)

-155%

(2,151)

(331)

550%

Net Income

11,830

20,035

-41%

(25,219)

-147%

43,311

(80,662)

-154%

 

 

 

 

49


 
 

 

Consolidated Financial Statements

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

9M15

9M14

Y/Y (%)

Net Revenue

624,043

591,529

5%

494,191

26%

1,735,073

1,501,722

16%

Operating Costs

(447,823)

(432,986)

3%

(365,338)

23%

(1,251,110)

(1,110,617)

13%

Gross Profit

176,220

158,543

11%

128,853

37%

483,963

391,105

24%

Gross Margin

28.2%

26.8%

140 bps

26.1%

210 bps

27.9%

26.0%

190 bps

Operating Expenses

(146,268)

(141,499)

3%

(121,344)

21%

(384,990)

(396,791)

-3%

Selling Expenses

(38,826)

(40,635)

-4%

(37,024)

5%

(106,574)

(110,899)

-4%

General and Administrative Expenses

(50,948)

(49,070)

4%

(50,887)

0%

(143,686)

(158,724)

-9%

Other Operating Revenues/Expenses

(46,107)

(33,051)

40%

(27,314)

69%

(112,713)

(92,625)

22%

Depreciation and Amortization

(12,444)

(11,561)

8%

(11,715)

6%

(35,674)

(41,714)

-14%

Equity pickup

2,057

(7,182)

-129%

5,596

-63%

13,657

7,171

90%

Operational Result

29,952

17,044

76%

7,509

299%

98,973

(5,686)

1841%

Financial Income

23,122

44,270

-48%

36,473

-37%

100,004

118,634

-16%

Financial Expenses

(42,811)

(41,585)

3%

(44,501)

-4%

(125,224)

(137,648)

-9%

Net Income Before Taxes on Income

10,263

19,729

-48%

(519)

-2055%

73,753

(24,700)

-399%

Deferred Taxes

10,902

6,126

78%

859

1169%

11,728

(536)

2288%

Income Tax and Social Contribution

(7,752)

(372)

1984%

(10,022)

-23%

(14,984)

(26,896)

-44%

Net Income After Taxes on Income

13,413

25,483

-47%

(9,682)

-238%

70,497

(52,132)

-235%

Minority Shareholders

(73)

(3,004)

-98%

268

-127%

(3,126)

(1,538)

103%

Net Result

13,486

28,487

-53%

(9,954)

-235%

73,623

(50,594)

-246%

 

 

 

 

50


 
 

 

Balance Sheet Gafisa Segment

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

596,589

541,684

10%

903,901

-34%

Receivables from clients

1,024,269

1,030,823

-1%

1,212,289

-16%

Properties for sale

1,312,099

1,133,046

16%

1,298,367

1%

Other accounts receivable

162,934

225,848

-28%

191,596

-15%

Deferred selling expenses

2,637

4,406

-40%

13,517

0%

Land for sale

6,075

6,074

0%

8,175

-26%

 

3,104,603

2,941,881

6%

3,627,845

-14%

 

 

 

 

 

 

Long-term Assets

 

 

 

 

 

Receivables from clients

440,826

410,855

7%

332,124

33%

Properties for sale

539,175

715,740

-25%

451,383

19%

Other

156,427

171,972

-9%

198,545

-21%

 

1,136,428

1,298,567

-12%

982,052

16%

Intangible anda Property and Equipment

62,211

60,195

3%

63,755

-2%

Investments

1,975,988

1,963,775

1%

1,898,323

4%

 

 

 

 

 

 

Total Assets

6,279,230

6,264,418

0%

6,571,975

-4%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

598,530

582,668

3%

440,892

36%

Debentures

306,680

268,943

14%

281,104

9%

Obligations for purchase of land and advances from customers

253,741

228,010

11%

348,970

-27%

Materials and service suppliers

55,790

76,943

-27%

62,865

-11%

Taxes and contributions

59,703

60,640

-2%

57,399

4%

Investor Obligations

5,016

5,016

0%

9,935

-50%

Other

404,532

433,116

-7%

352,048

15%

 

1,683,992

1,655,336

2%

1,553,213

8%

 

 

 

 

 

 

Long-term Liabilities

 

 

 

 

 

Loans and financings

684,593

668,119

2%

932,132

-27%

Debentures

550,378

568,589

-3%

710,811

-23%

Obligations for purchase of land and advances from customers

88,183

117,839

-25%

55,072

60%

Deferred taxes

19,454

28,589

-32%

44,515

-56%

Provision for contingencies

79,342

75,190

6%

60,718

31%

Investor Obligations

2,280

4,713

-52%

7,145

-68%

Other

56,823

45,109

26%

80,129

-29%

 

1,481,053

1,508,148

-2%

1,890,522

-22%

 

 

 

 

 

 

Shareholders' Equity

 

 

 

 

 

Shareholders' Equity

3,110,912

3,097,879

0%

3,106,915

0%

 Minority Shareholders

3,273

3,055

7%

21,325

-85%

 

3,114,185

3,100,934

0%

3,128,240

0%

Total Liabilities and Shareholders' Equity

6,279,230

6,264,418

0%

6,571,975

-4%

 

 

 

 

51


 
 

 

Balance Sheet Tenda Segment

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

325,239

335,129

-3%

559,524

-42%

Receivables from clients

464,720

433,456

7%

363,633

28%

Properties for sale

459,852

487,252

-6%

570,304

-19%

Other accounts receivable

94,677

132,872

-29%

131,971

-28%

Land for sale

127,242

117,452

8%

73,996

72%

 

1,471,730

1,506,161

-2%

1,699,428

-13%

 

 

 

 

 

 

Long-term Assets

 

 

 

 

 

Receivables from clients

46,181

39,388

17%

23,168

99%

Properties for sale

176,261

179,759

-2%

181,754

-3%

Other

63,286

64,441

-2%

89,770

-30%

 

285,728

283,588

1%

294,692

-3%

Intangible anda Property and Equipment

38,810

38,018

2%

39,596

-2%

Investments

168,137

155,891

8%

203,766

-17%

 

 

 

 

 

 

Total Assets

1,964,405

1,983,658

-1%

2,237,482

-12%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

5,390

7,655

-30%

33,469

-84%

Debentures

216,374

207,485

4%

109,335

98%

Obligations for purchase of land and advances from customers

129,169

158,181

-18%

143,323

-10%

Materials and service suppliers

23,006

32,074

-28%

20,602

12%

Taxes and contributions

86,645

73,227

18%

79,485

9%

Other

70,412

94,995

-26%

314,136

-78%

 

530,996

573,617

-7%

700,350

-24%

 

 

 

 

 

 

Long-term Liabilities

 

 

 

 

 

Loans and financings

22,760

29,341

-22%

23,426

-3%

Debentures

100,000

100,000

0%

300,000

-67%

Obligations for purchase of land and advances from customers

71,044

57,809

23%

21,087

237%

Deferred taxes

2,725

4,493

-39%

9,783

-72%

Provision for contingencies

56,528

57,707

-2%

65,062

-13%

Other

42,610

35,695

19%

68,629

-38%

 

295,667

285,045

4%

487,987

-39%

 

 

 

 

 

 

Shareholders' Equity

 

 

 

 

 

Shareholders' Equity

1,103,393

1,091,018

1%

1,024,864

8%

Minority Shareholders

34,349

33,978

1%

24,281

41%

 

1,137,742

1,124,996

1%

1,049,145

8%

Total Liabilities and Shareholders' Equity

1,964,405

1,983,658

-1%

2,237,482

-12%

 

 

 

 

52


 
 

 

Consolidated Balance Sheets

 

3Q15

2Q15

Q/Q (%)

3Q14

Y/Y (%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

921,828

876,813

5%

1,463,425

-37%

Receivables from clients

1,488,988

1,464,279

2%

1,575,922

-6%

Properties for sale

1,771,950

1,620,297

9%

1,868,671

-5%

Other accounts receivable

226,417

322,469

-30%

184,842

22%

Prepaid expenses and others

7,876

10,293

-23%

20,015

-61%

Land for sale

133,317

123,526

8%

82,171

62%

 

4,550,376

4,417,677

3%

5,195,046

-12%

 

 

 

 

 

 

Long-term Assets

 

 

 

 

 

Receivables from clients

487,007

450,243

8%

355,292

37%

Properties for sale

715,436

895,500

-20%

633,137

13%

Other

204,748

221,448

-8%

273,351

-25%

 

1,407,191

1,567,191

-10%

1,261,780

12%

Intangible anda Property and Equipment

126,498

123,689

2%

146,431

-14%

Investments

975,459

963,989

1%

975,597

0%

 

 

 

 

 

 

Total Assets

7,059,524

7,072,546

0%

7,578,854

-7%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

603,920

590,323

2%

474,361

27%

Debentures

523,054

476,428

10%

390,439

34%

Obligations for purchase of land and advances from customers

382,910

386,192

-1%

492,293

-22%

Materials and service suppliers

78,796

109,017

-28%

83,467

-6%

Taxes and contributions

114,613

107,483

7%

108,722

5%

Investor Obligations

6,654

5,016

33%

9,935

-33%

Other

479,084

524,128

-9%

562,118

-15%

 

2,189,031

2,198,587

0%

2,121,335

3%

 

 

 

 

 

 

Long-term Liabilities

 

 

 

 

 

Loans and financings

707,353

697,460

1%

955,558

-26%

Debentures

650,378

668,589

-3%

1,010,811

-36%

Obligations for purchase of land and advances from customers

159,228

175,649

-9%

76,159

109%

Deferred taxes

22,179

33,081

-33%

54,299

-59%

Provision for contingencies

139,879

139,208

0%

125,780

11%

Investor Obligations

2,280

2,280

0%

7,145

-68%

Other

76,587

58,200

32%

98,630

-22%

 

1,757,884

1,774,467

-1%

2,328,382

-25%

 

 

 

 

 

 

Shareholders' Equity

 

 

 

 

 

Shareholders' Equity

3,110,914

3,097,881

0%

3,106,916

0%

Minority Shareholders

1,695

1,611

5%

22,221

-92%

 

3,112,609

3,099,492

0%

3,129,137

-1%

Liabilities and Shareholders' Equity

7,059,524

7,072,546

0%

7,578,854

-7%

 

 

 

 

53


 
 

 

Cash Flow

 

3Q15

3Q14

9M15

9M14

Income Before Taxes on Income

10,263

(519)

73,753

(24,700)

Expenses (income) not affecting working capital

90,095

63,715

226,458

192,470

Depreciation and amortization

12,444

11,715

35,674

41,714

Impairment allowance

(6,828)

(10,063)

(2,453)

(9,684)

Expense on stock option plan

2,464

3,172

7,465

27,577

Penalty fee over delayed projects

337

(4,647)

(606)

(5,322)

Unrealized interest and charges. net

22,091

27,102

59,754

47,414

Equity pickup

(2,057)

(5,596)

(13,657)

(7,171)

Disposal of fixed asset

(112)

4,639

946

6,836

Warranty provision

(288)

3,937

8,541

(7,020)

Provision for contingencies

31,518

25,487

87,006

77,283

Profit sharing provision

13,411

9,726

25,449

26,151

Allowance (reversal) for doubtful debts

3,955

(6,356)

3,150

(9,662)

Writeoff of Investments

(104)

-

(2,421)

-

Profit / Loss from financial instruments

13,264

4,599

17,610

4,354

Clients

(64,381)

113,865

(142,415)

292,887

Properties for sale

19,664

(328,569)

(23,453)

(409,947)

Other receivables

17,181

13,237

1,278

10,839

Deferred selling expenses and pre-paid expenses

2,418

6,206

7,568

15,170

Obligations on land purchases

(19,702)

133,657

(49,604)

80,103

Taxes and contributions

7,130

(703)

189

(31,791)

Accounts payable

(30,221)

6,848

(16,335)

4,125

Salaries. payroll charges and bonus provision

(805)

2,803

(18,202)

(43,023)

Other accounts payable

(28,344)

49,968

(85,356)

19,976

Current account operations

26,487

47,232

16,465

(4,038)

Paid taxes

3,150

(18,326)

(3,256)

(103,008)

Cash used in operating activities

32,935

89,414

(12,910)

(937)

Investments activities

 

 

 

 

Purchase of property and equipment

(15,140)

(17,128)

(37,523)

(52,256)

Redemption of securities. restricted securities and loans

1,964,858

(157,180)

4,097,940

2,387,569

Investments in marketable securities. restricted securities

(2,096,220)

-

(3,904,527)

(1,880,258)

Investments increase

(192)

(15,954)

(1,154)

(11,534)

Dividends receivables

-

(1,990)

-

58,311

Cash used in investing activities

(146,694)

(192,252)

154,736

501,832

Financing activities

 

 

 

 

Contributions from venture partners

1,638

2,418

(2,096)

(106,600)

Increase in loans and financing

261,265

430,491

643,937

666,692

Repayment of loans and financing

(231,450)

(298,994)

(805,510)

(941,844)

Stock repurchase

(2,022)

(2,207)

(24,157)

(53,561)

Dividend payments

-

-

-

(117,129)

Mutual Operations

(2,024)

(2,201)

3,388

(8,799)

Sale of treasury shares

1,212

4,103

3,023

17,583

Result from the sale of treasury shares

(1,207)

(4,094)

(2,424)

(10,664)

Net cash provided by financing activities

27,412

129,516

(183,839)

(554,322)

Net increase (decrease) in cash and cash equivalents

(86,347)

26,678

(42,013)

(53,427)

At the beginning of the period

154,229

135,089

109,895

215,194

At the end of the period

67,882

161,767

67,882

161,767

Net increase (decrease) in cash and cash equivalents

(86,347)

26,678

(42,013)

(53,427)

 

 

 

54


 
 

 

 

About Gafisa

Gafisa is one Brazil’s leading residential and commercial properties development and construction companies. Founded over 60 years ago, the Company is dedicated to  growth and innovation oriented to enhancing the  well-being, comfort and safety of an increasing number of households. More than 15 million square meters have been built, and approximately 1,100 projects  delivered under the Gafisa brand - more than any other company in Brazil.   Recognized as one of the foremost professionally managed homebuilders, Gafisa’s brand is also one of the most respected, signifying both quality and consistency. In addition to serving the  upper-middle and upper class segments  through the Gafisa brand, the Company also focuses on low income developments through its Tenda brand. And,, it participates through its  30% interest in Alphaville, a leading urban developer, in the national development and  sale of residential lots.  Gafisa S.A. is a Corporation traded on the Novo Mercado of the BM&FBOVESPA (BOVESPA:GFSA3) and is the only Brazilian homebuilder listed on the New York Stock Exchange (NYSE:GFA) with an ADR Level III, which ensures best practices in terms of transparency and corporate governance.

 

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.

 

 

 

 

 

55

 

 
 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information
September 30, 2015                                             
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

1.    Operations

 

Gafisa S.A. ("Gafisa" or "Company") is a publicly traded company with registered office at Avenida das Nações Unidas, 8.501, 19th floor, in the city and state of São Paulo, Brazil and commenced 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 (in the latter case, as construction company and proxy); (ii) selling and purchasing real estate properties; (iii) providing civil construction and civil engineering services; (iv) developing and implementing marketing strategies related to its own and third party real estate ventures; and (v) investing in other companies who share similar objectives.

 

The Company enters into real estate development projects with third parties through specific purpose partnerships (“Sociedades de Propósito Específico” or “SPEs”) or through the formation of consortia and condominiums. Controlled entities substantially share the structures and the corresponding 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 April 29, 2015, following the material fact of February 7, 2014, the Company disclosed a new material fact informing to its shareholders and the market that the works for the potential separation of the business units Gafisa and Tenda continue to be carried out, aiming at fulfilling the conditions considered sufficient for its implementation. However, in view of the fact that the process for defining the capital structure is still in progress, and taking into account that this definition is a required step towards the separation process, it is not yet possible to estimate a term for completing the potential separation, the process may be extended to 2016.

 

 

 

                                                                                                                                                                                            

56


 
 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information
September 30, 2015                                             
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

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

 

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

 

On November 06, 2015, 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, 2014. Therefore, the corresponding quarterly information shall be read together with the financial statements as of December 31, 2014.

 

The individual quarterly information, identified as “Company”, has been prepared according to the accounting practices adopted in Brazil and the standards issued by the Committee for Accounting Pronouncements  (CPC) and are disclosed together with the consolidated quarterly information.

 

The individual quarterly information of the Company is not considered to be in compliance with the IFRS, once it considers the capitalization of interest on qualifiable assets of investees in the separate quarterly information of the Company. Due to the fact that there is no difference between the consolidated equity and profit or loss attributable to the shareholders of the Company, according to the consolidated quarterly information prepared in compliance with the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB)), and the accounting practices adopted in Brazil, and the equity and profit or loss of the Company according to the individual information prepared in accordance with the accounting practices adopted in Brazil, the Company opted for presenting these individual and consolidated information in only one set.

 

The quarterly information of the Company has been prepared and is being presented according to the accounting practices adopted in Brazil, including the pronouncements issued by the CPC, approved by the Brazilian Securities and Exchange Commission (CVM), and according to the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

 

The consolidated quarterly information is 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 application of the continuous transfer of the risks, benefits and control over the real estate unit sales.

 

 

                                                                                                                                                                                            

57


 
 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information
September 30, 2015                                             
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

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

 

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

 

The quarterly information has been prepared on a going concern basis. 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 of its debt covenants at the date of issue of this quarterly information.

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

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 2.1 to the individual and consolidated financial statements as of December 31, 2014.

 

2.1.1.    Consolidated quarterly information

 

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 in Note 9.

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 2.1.1 to the individual and consolidated financial statements as of December 31, 2014.

 

2.2.    Summary of significant accounting policies

 

In addition to the significant accounting policies disclosed in the financial statements as of December 31, 2014, the following accounting practice is followed by the Company for the year 2015:

2.2.1.    Share-based payment – Phantom Shares

 

The Company has a share-based payment program settled in cash with fixed terms and conditions. There is no expectation of the effective negotiation of shares, once there shall be no issuance and/or delivery of shares for settling the plan.

According to CPC 10 (R1) – Share-based Payment, these amounts are recorded as a provision payable, with contra-entry in profit or loss for the year, based on the fair value of the phantom shares granted, and during the vesting period. The fair value of this liability is remeasured and adjusted every reporting period, according to the change in the fair value of the benefit granted and vesting.

 

 

 

 

                                                                                                                                                                                            

58


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

3. Pronouncements (new or revised) and interpretation adopted from January 1, 2015 and new and revised standards and interpretation already issued and not yet adopted

 

IFRS 15 – Revenue from contracts with customers: the Company is still evaluating the effects of the IFRS 15 on its Financial Statements and has not yet completed its analyses thus far, not being able to assess the impact of the adoption of this standard.

 

On July 22, 2015, the International Accounting Standards Board (IASB) disclosed the deferral for one year of the effective date for adopting the IFRS 15 to January 1, 2018.

 

There is no other standard and interpretation that was issued and not yet adopted that could, on the Management’s opinion, have significant impact on the profit or loss for the period or equity disclosed by the Company.

 

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, 2014.

 

 

 

 

59


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

4.    Cash and cash equivalents and short-term investments

 

4.1.    Cash and cash equivalents

 

 

Company

Consolidated

 

09/30/2015

12/31/2014

09/30/2015

12/31/2014

 

 

 

 

 

Cash and banks

15,416

24,501

49,694

85,059

Securities purchased under resale agreements (a)

14,060

9,291

18,188

24,836

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

29,476

33,792

67,882

109,895

 

(a)     As of September 30, 2015, the securities purchased under agreement to resell include interest earned varying from 75% to 100.6% of Interbank Deposit Certificates (CDI) (from 70% to 101% of CDI in 2014). All investments are made with financial institutions considered by management to be first class.

 

The other 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, 2014.

 

4.2.    Short-term investments

 

Company

Consolidated

 

09/30/2015

12/31/2014

09/30/2015

12/31/2014

 

 

 

 

 

Fixed-income funds (a)

303,446

183,150

473,544

326,977

Government bonds (LFT) (a)

10,530

43,640

54,459

77,911

Corporate securities (LF/DPGE) (a)

64,997

-

75,135

-

Securities purchased under resale agreements

14,433

201,957

27,760

361,226

Bank certificates of deposit (a) (b)

71,638

47,702

123,519

103,219

Restricted cash in guarantee to loans

1,405

98,828

12,134

104,039

Restricted credits

12,650

6,765

87,395

73,987

Total short-term investments

(Note 21.i.d, 21.ii.a and 21.iii)

479,099

582,042

853,946

1,047,359

         

 

(a)     Investment Funds Structure aimed at generating income from funds in excess of the variation in Interbank Deposit Certificate (CDI). Funds have mandates of risks, which are periodically monitored and carry out the effective internal investment policies.

 

(b)     As of September 30, 2015, Bank Certificates of Deposit (CDBs) include interest earned varying from 90% to 104.5% (from 70% to 108% in 2014) of Interbank Deposit Certificates (CDI) rate. The CDBs earn an average income in excess of those from securities purchased under resale agreements; however, the Company invests in short term (up to 20 working days) through securities purchased under resale agreements taking into account the exemption of IOF, which is not granted in the case of CDBs.

 

          The other 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, 2014.

 

5.         Trade accounts receivable of development and services

 

 

Company

Consolidated

 

09/30/2015

12/31/2014

09/30/2015

12/31/2014

 

 

 

 

 

Real estate development and sales

1,117,221

1,022,938

2,048,238

1,919,846

( - ) Allowance for doubtful accounts and cancelled contracts

(6,707)

(5,616)

(84,936)

(109,893)

( - ) Present value adjustments

(23,133)

(17,095)

(32,925)

(24,642)

Services and construction and other receivables

19,879

24,214

45,618

40,008

Total trade accounts receivable of development and services (Note 21.ii.a)

1,107,260

1,024,441

1,975,995

1,825,319

 

 

 

 

Current

766,544

748,910

1,488,988

1,440,498

Non-current

340,716

275,531

487,007

384,821

 

60


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

5.         Trade accounts receivable of development and services --Continued

 

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

 

 

Company

Consolidated

Maturity

09/30/2015

12/31/2014

09/30/2015

12/31/2014

 

 

 

 

 

2015

410,482

771,621

1,023,413

1,575,033

2016

488,724

146,607

701,306

187,719

2017

133,751

63,382

229,230

112,191

2018

45,473

14,291

60,718

18,969

2019 onwards

58,670

51,251

79,189

65,942

 

1,137,100

1,047,152

2,093,856

1,959,854

( - ) Adjustment to present value

(23,133)

(17,095)

(32,925)

(24,642)

( - ) Allowance for doubtful account and cancelled contracts

(6,707)

(5,616)

(84,936)

(109,893)

 

1,107,260

1,024,441

1,975,995

1,825,319

 

During the period ended September 30, 2015, the changes in the allowance for doubtful accounts and cancelled contracts are summarized as follows:

 

 

Company

 

 

Balance at December 31, 2014

(5,616)

Additions (Note 23)

(1,091)

Balance at September 30, 2015

(6,707)

 

 

Consolidated

 

Receivables

Properties for

sale (Note 6)

Net

 

 

 

Balance at December 31, 2014

(109,893)

52,309

(57,584)

Additions (Note 23)

(1,091)

-

(1,091)

Write-offs (Notes 23 and 24)

26,048

(28,107)

(2,059)

Balance at September 30, 2015

(84,936)

24,202

(60,734)

 

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, 2014.

 

6.    Properties for sale

 

 

Company

Consolidated

 

09/30/2015

12/31/2014

09/30/2015

12/31/2014

 

 

 

 

 

Land

774,979

761,061

1,368,753

1,311,847

( - ) Adjustment to present value

(5,978)

(4,907)

(12,387)

(5,503)

Property under construction

524,387

550,982

825,000

905,190

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

-

-

24,202

52,309

Completed units

176,319

121,040

292,827

260,808

( - ) Provision for realization of properties for sale

(7,760)

(7,760)

(10,803)

(12,309)

Total properties for sale

1,461,947

1,420,416

2,487,386

2,512,342

 

 

 

 

Current portion

1,075,231

932,681

1,771,950

1,695,817

Non-current portion

386,716

487,735

715,436

816,525

 

During the period ended September 30, 2015, the change in the provision for impairment in the realization of properties for sale is summarized below:

 

 

Company

Consolidated

Balance at December 31, 2014

(7,760)

(12,309)

Write-offs

-

1,506

Balance at September 30, 2015

(7,760)

(10,803)

 

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, 2014.

 

61


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

 

7.    Other accounts receivable

 

 

Company

Consolidated

 

09/30/2015

12/31/2014

09/30/2015

12/31/2014

 

 

 

 

 

Advances to suppliers

2,453

1,848

7,755

5,082

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

23,856

20,830

87,464

76,000

Judicial deposit (Note 17)

125,790

123,510

143,479

154,939

Other

2

64

5,719

5,125

 

 

 

 

Total other accounts receivable

152,101

146,252

244,417

241,146

 

 

 

 

Current portion

71,741

61,355

143,349

128,905

Non-current portion

80,360

84,897

101,068

112,241

 

 

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, 2014

161,737

(51,174)

110,563

Additions

8,339

(15,984)

(7,645)

Transfer of properties for sale

29,166

-

29,166

Write-offs

(15,698)

16,931

1,233

Balance at September 30, 2015

183,544

(50,227)

133,317

 

 

 

Gafisa and SPEs

19,470

(13,396)

6,074

Tenda and SPEs

164,074

(36,831)

127,243

 

 

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, 2014.

 

 

 

62


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

9.    Investments in ownership interests

 

(i)      Ownership interest

 

(a)    Information on subsidiaries and jointly-controlled investees

 

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

 

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Profit (loss) for the period

Investments

Income from equity method investments

Investments

Income from equity method investments

Direct investees

 

09/30/2015

12/31/2014

09/30/2015

09/30/2015

09/30/2015

12/31/2014

 

09/30/2015

09/30/2014

09/30/2015

12/31/2014

09/30/2015

09/30/2014

09/30/2015

12/31/2014

09/30/2015

09/30/2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construtora Tenda S/A

-

100%

100%

1,964,405

861,012

1,103,393

1,058,477

 

43,311

(80,663)

1,103,393

1,058,477

43,311

(80,377)

-

-

-

286

Alphaville Urbanismo S.A

-

30%

30%

2,337,514

1,698,008

639,506

561,664

 

57,724

38,535

191,852

168,499

23,353

3,843

191,852

168,499

23,353

11,529

Gafisa SPE 26 Emp. Imob. Ltda.

-

100%

100%

177,353

8,912

168,441

167,946

 

495

4,404

168,441

167,946

495

488

-

-

-

-

Gafisa SPE-111 Emp. Imob. Ltda.

-

100%

100%

119,243

38,011

81,232

21,588

 

14,594

12,611

81,232

21,588

14,594

12,611

-

-

-

-

Gafisa SPE-89 Emp. Imob. Ltda.

-

100%

100%

82,778

19,510

63,268

66,561

 

1,507

(2,157)

63,268

66,561

1,507

(2,157)

-

-

-

-

Gafisa SPE- 130 Emp. Imob. Ltda

-

100%

100%

79,324

28,194

51,130

37,255

 

4,043

7,031

51,130

37,255

4,043

7,031

-

-

-

-

Maraville Gafsa SPE Emp. Imob. Ltda.

-

100%

100%

66,523

17,827

48,696

18,776

 

1,255

7,612

48,696

18,776

1,255

7,612

-

-

-

-

Gafisa SPE-116 Emp. Imob. Ltda.

(a)

50%

50%

146,687

50,689

95,998

78,620

 

15,707

(2,937)

47,999

39,310

7,854

(1,469)

47,999

39,310

7,854

(1,469)

Gafisa SPE-51 Emp. Imob. Ltda.

-

100%

100%

52,702

5,915

46,787

58,028

 

543

(51)

46,787

58,028

543

(51)

-

-

-

-

Gafisa SPE 72 Emp. Imob. Ltda.

-

100%

100%

55,447

11,114

44,333

44,102

 

231

2,028

44,333

44,102

231

2,028

-

-

-

-

Gafisa SPE - 121 Emp. Imob. Ltda.

-

100%

100%

111,104

67,024

44,080

26,746

 

17,334

13,600

44,080

26,746

17,334

13,600

-

-

-

-

Gafisa SPE-110 Emp. Imob. Ltda.

-

100%

100%

44,685

3,758

40,927

24,115

 

(1,175)

3,677

40,927

24,115

(1,175)

3,677

-

-

-

-

Gafisa SPE - 120 Emp. Imob. Ltda.

-

100%

100%

39,929

3,529

36,400

8,682

 

6,163

6,018

36,400

8,682

6,163

6,018

-

-

-

-

Manhattan Square Em. Im. Res. 02 Ltda

-

100%

100%

35,558

134

35,424

35,398

 

(1)

8

35,424

35,398

-

8

-

-

-

-

SPE Parque Ecoville Emp. Imob. Ltda

-

100%

100%

85,653

50,599

35,054

36,673

 

(1,620)

(1,434)

35,054

36,673

(1,620)

(1,434)

-

-

-

-

Gafisa SPE - 127 Emp. Imob. Ltda.

-

100%

100%

60,187

26,631

33,556

1,038

 

6,224

-

33,556

1,038

6,224

-

-

-

-

-

Varandas Grand Park Emp. Im. Spe Ltda

(a)

50%

50%

120,003

64,778

55,225

56,761

 

(280)

2,993

30,409

28,380

(745)

1,497

30,409

28,380

(745)

1,497

Gafisa SPE-107 Emp. Imob. Ltda.

-

100%

100%

32,511

3,222

29,289

29,194

 

95

201

29,289

29,194

95

(15)

-

-

-

-

Gafisa SPE-41 Emp. Imob. Ltda.

-

100%

100%

28,366

1,905

26,461

26,387

 

75

126

26,461

26,387

75

126

-

-

-

-

Verdes Pracas Incorp. Imob. SPE Ltda.

-

100%

100%

26,300

78

26,222

26,230

 

(7)

217

26,222

26,230

(7)

217

-

-

-

-

Parque Arvores Empr. Imob. Ltda.

(a)

50%

50%

39,591

4,742

34,849

39,599

 

1,540

1,798

26,174

24,502

1,652

899

26,174

24,502

1,652

899

Gafisa e Ivo Rizzo SPE-47 Em. Im. Ltda.

(a)

80%

80%

31,705

56

31,649

31,442

 

(27)

(1)

25,319

25,153

(22)

(1)

25,319

25,153

(22)

(1)

Sitio Jatiuca Emp. Imob. SPE Ltda

(a)

50%

50%

53,538

4,328

49,210

55,654

 

2,555

2,011

24,605

27,827

1,278

1,006

24,605

27,827

1,278

1,006

GAFISA SPE- 129 Emp. Imob. Ltda.

-

100%

100%

45,295

23,441

21,854

1,246

 

4,102

-

21,854

1,246

4,102

-

-

-

-

-

Gafisa SPE - 122 Emp. Imob. Ltda.

-

100%

100%

46,713

25,058

21,655

10,125

 

10,451

-

21,655

10,125

10,451

-

-

-

-

-

Gafisa SPE-112 Emp. Imob. Ltda.

-

100%

100%

29,246

7,933

21,313

21,742

 

(429)

921

21,313

21,742

(429)

288

-

-

-

-

Gafisa SPE - 126 Emp. Imob. Ltda.

-

100%

100%

83,182

63,764

19,418

1,281

 

5,487

-

19,418

1,281

5,487

-

-

-

-

-

Manhattan Square Em. Im. Com. 02 Ltda

-

100%

100%

18,030

75

17,955

17,956

 

(1)

49

17,955

17,956

(1)

49

-

-

-

-

Gafisa SPE 46 Emp. Imob. Ltda.

-

100%

100%

30,966

13,281

17,685

17,466

 

219

-

17,685

17,466

219

-

-

-

-

-

Edsp 88 Participações S.A.

-

100%

100%

32,417

14,816

17,601

18,746

 

(1,145)

(2,445)

17,601

18,746

(1,145)

(2,445)

-

-

-

-

Gafisa SPE - 123 Emp. Imob. Ltda.

-

100%

100%

117,554

100,559

16,995

23,600

 

(6,605)

11,019

16,995

23,600

(6,605)

11,019

-

-

-

-

Gafisa SPE 30 Emp. Imob. Ltda.

-

100%

100%

63,751

47,596

16,156

16,140

 

16

105

16,156

16,140

16

105

-

-

-

-

Fit 13 Spe Empr. Imob. Ltda.

(b)

50%

50%

39,070

7,169

31,901

31,476

 

424

79

15,950

15,738

212

39

-

-

-

-

Gafisa SPE-92 Emp. Imob. Ltda.

-

100%

100%

16,810

1,094

15,716

15,547

 

169

868

15,716

15,547

169

781

-

-

-

-

Gafisa SPE-106 Emp. Imob. Ltda.

-

100%

100%

17,248

1,619

15,629

15,642

 

(13)

(1,333)

15,629

15,642

(13)

(8)

-

-

-

-

Diodon Participações Ltda

-

100%

100%

18,011

3,010

15,001

15,080

 

(80)

43

15,001

15,080

(80)

(10)

-

-

-

-

Gafisa SPE 71 Emp. Imob. Ltda.

-

100%

100%

16,667

2,367

14,300

14,242

 

58

59

14,300

14,242

58

(89)

-

-

-

610

Gafisa SPE 33 Emp. Imob. Ltda.

-

100%

100%

13,412

4

13,408

14,267

 

(859)

(406)

13,408

14,267

(859)

(479)

-

-

-

-

Parque Aguas Empr. Imob. Ltda.

(a)

50%

50%

16,593

1,472

15,121

17,046

 

715

338

11,862

11,589

343

203

11,862

11,589

343

203

Alto Barra de Sao Miguel Em. Im. Ltda

(a)

50%

50%

24,564

1,212

23,352

22,504

 

848

(182)

11,676

11,252

424

(91)

11,676

11,252

424

(91)

Gafisa SPE 65 Emp. Imob. Ltda.

-

100%

100%

20,218

8,556

11,662

11,490

 

172

657

11,662

11,490

172

507

-

-

-

597

Blue I SPE - Plan., Prom., Inc. E Venda Ltda.

-

100%

100%

11,662

605

11,057

10,862

 

194

(203)

11,057

10,862

194

(136)

-

-

-

-

Città Ville SPE Emp. Imob. Ltda.

(b)

50%

50%

23,980

2,062

21,918

21,126

 

794

(305)

10,959

10,563

397

(153)

-

-

-

-

Gafisa SPE 55 Emp. Imob. Ltda.

(a)

80%

80%

14,930

2,288

12,642

12,459

 

183

3,149

10,114

9,967

146

90

10,114

9,967

146

-

Gafisa SPE-81 Emp. Imob. Ltda.

-

100%

100%

83,940

74,830

9,110

6,032

 

3,078

3,849

9,110

6,032

3,078

2,138

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

63


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

9.   Investments in ownership interests –Continued

 

 

(i)      Ownership interest –Continued

 

 

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

 

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

 

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Profit (loss) for the period

Investments

Income from equity method investments

Investments

Income from equity method investments

Direct investees

 

09/30/2015

31/12/2014

09/30/2015

09/30/2015

09/30/2015

31/12/2014

 

09/30/2015

09/30/2014

09/30/2015

31/12/2014

09/30/2015

09/30/2014

09/30/2015

31/12/2014

09/30/2015

09/30/2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gafisa SPE 36 Emp. Imob. Ltda.

-

100%

100%

25,957

17,180

8,777

8,007

 

770

343

8,777

8,007

770

343

-

-

-

-

Gafisa SPE-38 Emp. Imob. Ltda.

-

100%

100%

8,021

54

7,967

7,971

 

(5)

96

7,967

7,971

(5)

96

-

-

-

-

Atins Emp. Imob.s Ltda.

(a)

50%

50%

29,120

13,193

15,927

15,402

 

(33)

70

7,963

7,701

(17)

36

7,963

7,701

(17)

36

Gafisa SPE-109 Emp. Imob. Ltda.

-

100%

100%

8,835

1,624

7,211

7,292

 

(80)

371

7,211

7,292

(80)

78

-

-

-

-

Gafisa SPE-37 Emp. Imob. Ltda.

-

100%

100%

7,673

894

6,779

6,693

 

85

(61)

6,779

6,693

85

(61)

-

-

-

-

Gafisa SPE-90 Emp. Imob. Ltda.

-

100%

100%

11,713

5,228

6,485

6,536

 

(51)

136

6,485

6,536

(51)

32

-

-

-

-

Gafisa SPE-77 Emp. Imob. Ltda.

-

65%

65%

23,119

13,769

9,350

6,039

 

1,200

(1,664)

6,078

3,925

2,153

407

-

-

-

-

Dubai Residencial Empr. Imob. Ltda.(a)

(a)(c)

50%

50%

10,908

581

10,327

11,061

 

435

(206)

5,616

5,531

(2,145)

(103)

5,616

5,531

(2,145)

(103)

Gafisa SPE-87 Emp. Imob. Ltda.

-

100%

100%

23,572

18,025

5,547

(1,424)

 

2,432

-

5,547

-

2,432

-

-

-

-

-

Costa Maggiore Empr. Imob. Ltda.(a)

(a)

50%

50%

12,953

2,881

10,072

11,989

 

(6)

1,119

5,486

5,994

95

683

5,486

5,994

95

683

Aram Spe Empr. Imob. Ltda.

-

100%

100%

4,112

740

3,372

6,977

 

(206)

3,565

5,394

6,977

(1,583)

3,268

2,023

-

(825)

(297)

OCPC01 adjustment - capitalized interests (b)

(d)

 

 

-

-

-

-

 

-

-

32,626

27,237

5,389

1,876

-

-

-

-

Others (*)

-

 

 

462,369

333,377

128,992

129,374

 

(15,874)

2,537

74,289

173,633

(7,471)

11,570

28,068

43,676

(7,468)

4,486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Saí Amarela S.A.

(a)

50%

50%

2,366

66

2,300

2,354

 

(116)

(69)

-

-

-

-

1,119

918

(58)

(35)

Gafisa SPE-51 Emp. Imob. Ltda.

(a)

60%

60%

2,741

861

1,880

3,954

 

880

(452)

-

-

-

-

1,128

2,372

528

(271)

Others (*)

-

 

 

489

54

435

934

 

(734)

(192)

-

-

-

-

57

417

(286)

(123)

Indirect jointly-controlled investees of Gafisa

-

 

 

5,596

981

4,615

7,242

 

30

(713)

-

-

-

-

2,304

3,707

184

(429)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acedio SPE Emp. Imob. Ltda.

-

55%

55%

5,066

3,737

1,328

4,883

 

(1,320)

6

-

-

-

-

731

2,685

(726)

3

Maria Inês SPE Emp. Imob. Ltda.

-

60%

60%

21,190

237

20,953

20,914

 

39

49

-

-

-

-

12,572

12,548

23

29

Fit 02 SPE Emp. Imob. Ltda.

-

60%

60%

9,709

29

9,680

11,942

 

(2,262)

136

-

-

-

-

5,808

7,165

(1,357)

81

Fit Jardim Botânico SPE Emp. Imob. Ltda.

-

55%

55%

10,146

-

10,146

38,559

 

(5,519)

(250)

-

-

-

-

5,621

21,207

(3,035)

(137)

Fit 11 SPE Emp. Imob. Ltda.

-

70%

70%

36,430

4,412

32,019

29,604

 

211

(1,105)

-

-

-

-

22,413

20,723

147

(774)

Fit 31 SPE Emp. Imob. Ltda.

-

70%

70%

17,906

1,265

16,640

11,759

 

(2,342)

(2,863)

-

-

-

-

11,649

8,231

(1,639)

(2,004)

Fit 34 SPE Emp. Imob. Ltda.

-

70%

70%

33,839

807

33,032

31,746

 

1,530

1,535

-

-

-

-

23,122

22,221

1,071

1,076

Fit 03 SPE Emp. Imob. Ltda.

-

80%

80%

11,532

157

11,375

10,807

 

567

328

-

-

-

-

9,100

8,646

454

262

Imbuí I SPE Emp. Imob. Ltda.

-

50%

50%

9,306

557

8,749

8,813

 

(52)

10

-

-

-

-

4,375

4,406

(26)

(2)

Città Ipitanga SPE Emp. Imob. Ltda.

-

50%

50%

12,856

1,077

11,779

11,703

 

(223)

(577)

-

-

-

-

5,889

5,852

(111)

(287)

Grand Park - Pq. dos Pássaros SPE Emp. Imob. Ltda.

-

50%

50%

32,576

1,640

30,937

37,291

 

4,476

2,439

-

-

-

-

15,468

18,646

2,237

1,228

Citta Itapua Emp. Imob. SPE Ltda.

-

50%

50%

13,727

1,673

12,056

12,431

 

(176)

(627)

-

-

-

-

6,027

6,215

(88)

(329)

SPE Franere Gafisa 08 Emp. Imob. Ltda.

-

50%

50%

61,648

8,537

53,111

37,618

 

19,980

65

-

-

-

-

26,556

18,809

9,990

33

Fit 13 SPE Emp. Imob. Ltda.

(b)

50%

50%

39,070

7,169

31,901

31,476

 

424

79

-

-

-

-

18,805

18,399

429

79

Other (*)

-

 

 

70,031

24,284

45,747

34,611

 

17,925

(3,407)

-

-

-

-

-

3,699

(4,054)

(2,732)

Indirect jointly-controlled investees of Tenda

-

 

 

385,032

55,581

329,453

334,157

 

33,258

(4,182)

-

-

-

-

168,136

179,452

3,315

(3,474)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

 

 

 

7,594,345

3,836,895

3,757,453

3,404,327

 

210,019

33,300

2,778,345

2,558,937

142,346

5,190

599,606

592,540

27,422

15,968

(*)Includes companies with investment balances below R$ 5,000.

 

 

 

64


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

9.   Investments in ownership interests --Continued

 

(i)      Ownership interest --Continued

 

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

 

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

 

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Profit (loss) for the period

Investments

Income from equity method investments

Investments

Income from equity method investments

Direct investees

 

09/30/2015

12/31/2014

09/30/2015

09/30/2015

09/30/2015

12/31/2014

 

09/30/2015

09/30/2014

09/30/2015

12/31/2014

09/30/2015

09/30/2014

09/30/2015

12/31/2014

09/30/2015

09/30/2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill on purchase of subsidiaries

(e)

 

 

 

 

 

 

 

 

 

25,476

25,476

-

-

-

-

-

-

Goodwill based on inventory surplus

-

 

 

 

 

 

 

 

 

 

62,343

62,343

-

-

-

-

-

-

Addition to remeasurement of investment in associate

(f)

 

 

 

 

 

 

 

 

 

375,853

375,853

-

-

375,853

375,853

-

-

Total investments

 

 

 

 

 

 

 

 

 

 

3,242,017

3,022,609

142,346

5,190

975,459

968,393

27,422

15,968

(*)Includes companies with investment balances below R$ 5,000.

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Profit (loss) for the period

Provision for net capital deficiency

Income from equity method investments

Provision for net capital deficiency

Income from equity method investments

Direct investees

30/09/2015

31/12/2014

30/09/2015

30/09/2015

30/09/2015

31/12/2014

 

30/09/2015

30/09/2014

30/09/2015

31/12/2014

30/09/2015

30/09/2014

30/09/2015

31/12/2014

30/09/2015

30/09/2014

Provision for net capital deficiency (g):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manhattan Residencial 01 Spe Ltda

50%

50%

31,721

118,824

(87,103)

(65,678)

 

(19,110)

(17,066)

(43,552)

(32,839)

(10,712)

(9,121)

(43,552)

(32,839)

(10,712)

(9,121)

Manhattan Comercial 01 Spe Ltda

50%

50%

13,465

21,152

(7,687)

(210)

 

(8,395)

-

(3,843)

(14)

(4,198)

-

(3,843)

-

(4,198)

-

Gafisa Vendas Interm. Imobiliaria Ltda

100%

100%

22,175

26,549

(4,374)

(15,604)

 

(2,514)

(9,280)

(4,374)

(15,604)

(2,514)

(9,280)

-

-

-

-

Other (*)

 

 

27,829

29,990

(2,161)

(4,137)

 

(937)

(5,614)

(1,497)

(17,466)

(1,667)

(6,178)

(4,795)

(43)

1,145

324

Total provision for net capital deficiency

 

 

95,190

196,515

(101,325)

(85,629)

 

(30,956)

(31,960)

(53,266)

(65,923)

(19,091)

(24,579)

(52,190)

(32,882)

(13,765)

(8,797)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Income from equity method investments

 

 

 

 

 

 

 

 

 

 

 

123,255

(19,389)

 

 

13,657

7,171

(*)Includes companies with investment balances below R$ 5,000.

 

(a)   Joint venture.

(b)   Joint venture with subsidiary Tenda.

(c)   The Company recorded the amount of R$3,211 in Income from equity method investments for the period ended September 30, 2015 related to the recognition, by joint ventures, of adjustments in prior years, in accordance with the ICPC09 (R2)  - Individual, Separate and Consolidated Financial Statements and the Equity Method of Accounting.

(d)   Charges of the Company not appropriated to the profit or loss of subsidiaries, as required by paragraph 6 of OCPC01.

(e)   See breakdown in Note 11.

(f)    Amount related to the addition to the remeasurement of the portion of the remaining investment of 30% in the associate AUSA, in the amount of R$375,853, arising from the sale of the entity control.

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

 

 

65


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

9.    Investments in ownership interests --Continued

 

 

(a)  Change in investments

 

 

 

 

 

Company

Consolidated

 

 

 

Balance at December 31, 2014

3,022,609

968,393

Income from equity method investments

142,346

27,422

Capital contribution (decrease)

121,612

(3,216)

Dividends receivable

(36,961)

(17,088)

Usufruct of shares (dividends paid) (Note 15)

(4,800)

-

Other investments

(2,789)

(52)

Balance at September 30, 2015

3,242,017

975,459

 

 

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, 2014.

 

66


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

10.  Property and equipment

 

 

 

Company

Consolidated

 

Type

12/31/2014

Addition

Write-off

100% depreciated items

09/30/2015

12/31/2014

Addition

Write-off

100% depreciated items

09/30/2015

Cost

 

 

 

 

 

 

 

 

 

 

Hardware

11,732

2,971

-

(951)

13,752

22,333

5,951

-

(1,251)

27,033

Leasehold improvements and installations

9,049

1,703

-

(1,591)

9,161

24,516

2,292

-

(6,898)

19,910

Furniture and fixtures

679

-

(4)

-

675

5,453

57

(4)

(2)

5,504

Machinery and equipment

2,640

-

-

-

2,640

4,020

1

-

(3)

4,018

Molds

-

-

-

-

-

10,035

2,074

-

-

12,109

Sales stands

11,781

6,046

(142)

(3,759)

13,926

15,083

6,980

(942)

(2,064)

19,057

 

35,881

10,720

(146)

(6,301)

40,154

81,440

17,355

(946)

(10,218)

87,631

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

 

Hardware

(6,047)

(1,967)

-

951

(7,063)

(11,457)

(3,661)

-

1,251

(13,867)

Leasehold improvements and installations

(4,171)

(1,714)

-

1,591

(4,294)

(12,225)

(4,550)

-

6,898

(9,877)

Furniture and fixtures

(218)

(51)

4

-

(265)

(3,115)

(417)

4

2

(3,526)

Machinery and equipment

(1,080)

(198)

-

-

(1,278)

(1,498)

(302)

-

3

(1,797)

Molds

-

-

-

-

-

(915)

(1,699)

-

-

(2,614)

Sales stands

(2,236)

(5,625)

142

3,759

(3,960)

(3,539)

(6,161)

942

2,064

(6,694)

 

(13,752)

(9,555)

146

6,301

(16,860)

(32,749)

(16,790)

946

10,218

(38,375)

 

 

 

 

 

 

 

 

 

 

 

Total property and equipment

22,129

1,165

-

-

23,294

48,691

565

-

-

49,256

 

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, 2014.

 

11.  Intangible assets

 

 

 

Company

 

12/31/2014

 

 

 

09/30/2015

 

Balance

Addition

Write-down / amortization

100% amortized items

Balance

 

 

 

 

 

 

Software – Cost

76,535

8,308

-

(10,085)

74,758

Software – Depreciation

(42,624)

-

(10,995)

10,085

(43,534)

Other

4,796

2,804

(2,422)

-

5,178

Total intangible assets

38,707

11,112

(13,417)

-

36,402

 

 

 

 

 

 

Consolidated

 

12/31/2014

 

 

 

09/30/2015

 

Balance

Addition

Write-down / amortization

100% amortized items

Balance

Goodwill on purchase of subsidiaries (Note 9)

 

 

 

 

 

AUSA

25,476

-

-

-

25,476

Cipesa

40,687

-

-

-

40,687

Provision for non-realization

(40,687)

-

-

-

(40,687)

 

25,476

-

-

-

25,476

 

 

 

 

 

 

Software – Cost

101,581

16,419

-

(13,687)

104,313

Software – Depreciation

(58,555)

-

(14,897)

13,687

(59,765)

Other

8,401

2,804

(3,987)

-

7,218

 

51,427

19,223

(18,884)

-

51,766

 

 

 

 

 

Total intangible assets

76,903

19,223

(18,884)

-

77,242

           

 

 

The Company evaluates the recovery of the carrying value of goodwill in the beginning of each fiscal year. In the period ended September 30, 2015, the Company did not find the existence of indication of impairment of goodwill.

 

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, 2014.

 

67


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

12.  Loans and financing

 

 

 

 

Company

Consolidated

Type

Maturity

Annual interest rate

09/30/2015

12/31/2014

09/30/2015

12/31/2014

 

 

 

 

 

 

 

National Housing System - SFH /SFI

October 2015 to August 2020

8.30% to 12.80% + TR

117% to 120% of CDI

1,019,273

925,163

1,173,381

1,128,514

Certificate of Bank Credit - CCB (I)

December 2015 to June 2017

117.9% of CDI

2.20% + CDI

13.20% Fixed

137,892

268,911

137,892

268,911

 

 

 

 

 

 

 

Total loans and financing (Note 21.i.d, 21.ii.a and 21.iii)

1,157,165

1,194,074

1,311,273

1,397,425

 

 

 

 

 

 

Current portion

 

 

525,789

443,802

603,920

550,058

Non-current portion

 

 

631,376

750,272

707,353

847,367

 

(i)   In the period ended September 30, 2015, the Company made the payment of the Certificates of Bank Credit (CCB) in the total amount of R$154,326, of which R$129,618 is related to principal and R$24,709 is related to the interest payable.

 

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

 

 

Company

 

Consolidated

Maturity

09/30/2015

12/31/2014

 

09/30/2015

12/31/2014

 

 

 

 

 

 

2015

68,106

443,802

 

69,266

550,058

2016

631,202

431,312

 

728,399

506,207

2017

326,283

235,752

 

370,596

252,605

2018

131,574

83,208

 

138,464

88,555

2019 onward

-

-

 

4,548

-

 

1,157,165

1,194,074

 

1,311,273

1,397,425

 

The Company and its subsidiaries have restrictive covenants under certain loans and financing that limit their ability to perform certain actions, such as issuing debt, and that could require the early redemption or refinancing of loans if the Company does not fulfill such covenants. The ratio and minimum and maximum amounts required under such restrictive covenants as of September 30, 2015 and December 31, 2014 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

 

09/30/2015

09/30/2014

09/30/2015

09/30/2014

 

 

 

 

Total financial charges for the period

152,666

155,975

208,205

227,673

Capitalized financial charges

(99,759)

(79,476)

(142,271)

(132,761)

 

 

 

 

Financial expenses (Note 25)

52,907

76,499

65,934

94,912

 

 

 

 

Financial charges included in “Properties for sale”:

 

 

 

 

 

 

 

 

 

Opening balance

256,956

175,724

315,727

243,880

Capitalized financial charges

99,759

79,476

142,271

132,761

Charges recognized in profit or loss (Note 24)

(88,705)

(68,184)

(119,502)

(126,169)

 

 

 

 

Closing balance

268,010

187,016

338,496

250,472

 

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, 2014.

 

68


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

13.  Debentures

 

 

 

 

 

Company

Consolidated

Program/placement

Principal - R$

Annual interest

Final maturity

09/30/2015

12/31/2014

09/30/2015

12/31/2014

 

 

 

 

 

 

 

 

Seventh placement (i)

475,000

TR + 9.8247%

December 2017

492,158

502,033

492,158

502,033

Eighth placement / first series (ii)

144,214

CDI + 1.95%

October 2015

154,263

147,640

154,263

147,640

Eighth placement / second series

11,573

IPCA + 7.96%

October 2016

17,331

15,185

17,331

15,185

Ninth placement (iii)

130,000

CDI + 1.90%

July 2018

131,491

134,624

131,491

134,624

Tenth placement (iv)

55,000

IPCA + 8.22%

January 2020

61,815

-

61,815

-

First placement (Tenda) (v)

300,000

TR + 9.08%

October 2016

-

-

316,374

389,617

 

 

 

 

 

Total debentures (Note 21.i.d, 21.ii.a and 21.iii)

857,058

799,482

1,173,432

1,189,099

 

 

 

 

 

 

 

 

Current portion

 

 

 

306,680

314,770

523,054

504,387

Non-Current portion

 

 

 

550,378

484,712

650,378

684,712

               

 

 

(i)   On May 29, 2015, the change in the schedule for amortization of principal was unanimously approved without any exception, and became effective with the following amounts and maturities: (i) R$25,000 on June 5, 2015; (ii) R$25,000 on December 5, 2015; (iii) R$75,000 on June 5, 2016; (iv) R$75,000 on December 5, 2016; (v) R$150,000 on June 5, 2017; and (vi) R$150,000 on December 5, 2017.

On June 5, 2015, the Company made the payment in the total amount of R$51,337, of which R$25,000 related to the Face Value of the Placement, and R$26,337 related to the interest payable.

 

(ii)  On April 15, 2015, the Company made the payment in the amount of R$9,641 related to the interest payable of this placement.

 

(iii) On January 28 and July 28, 2015, the Company made the payment in the amount of R$8,728 and R$9,214, respectively, related to the interest payable of this placement.

 

(iv) On December 10, 2014, the Board of Directors of the Company approved the placement for private distribution of the 10th placement, being the 2nd private placement of unconvertible debentures, with floating and secured guarantee, in sole series in the amount of R$55,000, fully paid on January 30, 2015 and with final maturity on January 20, 2020. The funds raised in the placement shall be used for developing select real estate ventures and its secured guarantee is represented by the collateral of the lands owned by the Company to be developed in future periods. The Face Value of the Placement shall be adjusted by the cumulative variation of the IPCA and on it interest of 8.22% p.a. shall be accrued.

 

(v)  On April 1, 2015, the Company made the payment of the twelfth installment of interests and sixth installment of amortization related to the first debenture placement of the subsidiary Tenda, in the total amount of R$99,143, of which R$80,000 related to principal and R$19,143 related to the interest payable.

 

Current and non-current portions fall due as follows:

 

 

Company

Consolidated

Maturity

09/30/2015

12/31/2014

09/30/2015

12/31/2014

 

 

 

 

 

2015

206,407

314,770

322,781

504,387

2016

183,037

175,778

383,037

375,778

2017

344,690

244,690

344,690

244,690

2018

83,802

64,244

83,802

64,244

2019 onwards

39,122

-

39,122

-

 

857,058

799,482

1,173,432

1,189,099

 

 

69


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

13.  Debentures--Continued

 

The Company is in compliance with the debt covenants at the reporting date of this quarterly information. The actual ratios and minimum and maximum amounts stipulated by these restrictive covenants at September 30, 2015 and December 31, 2014 are as follows:

 

 

09/30/2015

12/31/2014

Seventh placement

 

 

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

-12.97 times

-9.33 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

-13.46%

-19.32%

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

2.24 times

2.10 times

 

 

 

Eighth placement - first and second series and Loans and Financing

 

 

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

-7.40 times

-5.32 times

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

-13.46%

-19.32%

 

 

 

Ninth placement

 

 

Total accounts receivable plus inventory required to be below zero or 2.0 times over net debt

3.48 times

3.86 times

Net debt cannot exceed 100% of equity plus noncontrolling interests

50.21%

46.73%

 

 

 

Tenth placement

 

 

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

-12.97 times

n/a

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

-13.46%

n/a

 

 

 

 

 

 

 

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.

-4.72 times

-2.75 times

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

-29.48%

-46.72%

Total accounts receivable plus unappropriated income plus total inventory of finished units required to be over 1.5 times the net debt plus payable for purchase of properties plus unappropriated cost or below zero

2.68 times

2.89 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 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, 2014.

 

70


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

14.  Obligations assumed on assignment of receivables

 

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

 

 

Company

Consolidated

 

09/30/2015

12/31/2014

09/30/2015

12/31/2014

 

 

 

 

 

Assignment of receivables:

 

 

 

 

CCI obligation Jun/11

3,671

5,678

6,085

8,851

CCI obligation Dec/11

2,256

2,897

3,103

3,985

CCI obligation Jul/12

523

1,483

523

1,483

CCI obligation Nov/12

-

-

4,792

6,151

CCI obligation Dec/12

7,249

8,604

7,249

8,604

CCI obligation Nov/13

2,953

3,451

7,074

9,459

CCI obligation Nov/14

5,585

9,407

7,704

11,513

FIDC obligation

1,326

2,976

2,904

6,083

 

 

 

 

 

Total obligations assumed on assignment of receivables (Note 21.iii)

23,563

34,496

39,434

56,129

 

 

 

 

Current portion

9,935

14,128

18,127

24,135

Non-current potion

13,628

20,368

21,307

31,994

 

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, 2014.

 

15.  Payables to venture partners

 

 

Company

Consolidated

 

09/30/2015

12/31/2014

09/30/2015

12/31/2014

 

 

 

 

 

Usufruct of shares (a)

7,145

10,794

8,934

11,030

 

 

 

 

Total payables to venture partners

(Note 21.ii.a and 21.iii)

7,145

10,794

8,934

11,030

 

 

 

 

Current portion

4,865

6,081

6,654

6,317

Non-current portion

2,280

4,713

2,280

4,713

 

 

(a)  In the period ended September 30, 2015, the total amount of dividends paid to preferred shareholders by means of SPE-89 Empreendimentos Imobiliários S.A. was R$4,800 (Note 9).

 

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

 

 

 

 

 

 

 

Company

 

Consolidated

 

09/30/2015

12/31/2014

 

09/30/2015

12/31/2014

 

 

 

 

 

 

2015

2,432

6,081

 

4,221

6,317

2016

3,573

3,573

 

3,573

3,573

2017

1,140

1,140

 

1,140

1,140

Total

7,145

10,794

 

8,934

11,030

 

 

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, 2014.

 

 

71


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

16.  Other payables

 

 

 

Company

Consolidated

 

2012

09/30/2015

12/31/2014

09/30/2015

12/31/2014

 

 

 

 

 

 

Acquisition of interests

2.286

-

-

-

2,395

Provision for penalties for delay in

construction works

8.883

3,745

3,541

7,057

7,663

Cancelled contract payable

2.363

11,123

10,557

29,775

27,607

Warranty provision

28.345

41,960

30,858

60,708

52,167

Deferred sales taxes (PIS and COFINS)

21.772

11,260

9,507

21,655

14,163

Provision for net capital deficiency (Note 9)

35.570

53,266

65,923

52,190

32,882

Long-term suppliers

 

5,227

6,158

6,829

12,117

Other liabilities

13.781

14,718

19,185

28,185

39,446

 

 

 

 

 

 

Total other payables

113.000

141,299

145,729

206,399

188,440

 

 

 

 

 

 

Current portion

90.953

124,757

128,567

160,143

157,896

Non-current portion

22.047

16,542

17,162

46,256

30,544

 

 

17.  Provisions for legal claims and commitments

 

In the period ended September 30, 2015, the changes in the provision are summarized as follows:

 

 

 

Company

Civil lawsuits

Tax proceedings

Labor claims

Total

Balance at December 31, 2014

124,175

218

45,447

169,840

Additional provision (Note 24)

36,207

12,156

18,305

66,668

Payment and reversal of provision not used

(21,272)

(12,154)

(5,374)

(38,800)

Balance at September 30, 2015

139,110

220

58,378

197,708

 

 

 

 

Current portion

103,525

220

14,324

118,069

Non-current portion

35,585

-

44,054

79,639

 

Consolidated

Civil lawsuits

Tax proceedings

Labor claims

Total

Balance at December 31, 2014

157,842

414

81,318

239,574

Additional provision (Note 24)

50,401

12,160

24,445

87,006

Payment and reversal of provision not used

(37,940)

(12,154)

(18,538)

(68,632)

Balance at September 30, 2015

170,303

420

87,225

257,948

 

 

 

 

 

Current portion

103,525

220

14,324

118,069

Non-current portion

66,778

200

72,901

139,879

 

 

(a)      Civil lawsuits, tax proceedings and labor claims

 

As of September 30, 2015, the Company and its subsidiaries have deposited in court the amount of R$125,790 (R$123,510 in 2014) in the Company’s statement, and R$143,479 (R$154,939 in 2014) in the consolidated statement (Note 7).

 

   

Company

Consolidated

 

 

09/30/2015

12/31/2014

09/30/2015

12/31/2014

 

 

 

 

 

 

Civil lawsuits

 

88,308

88,378

101,035

106,731

Tax proceedings

 

12,077

12,311

12,555

12,350

Labor claims

 

25,405

22,821

29,889

35,858

Total

 

125,790

123,510

143,479

154,939

 

 

72


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

17.  Provisions for legal claims and commitments --Continued

 

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

 

As of September 30, 2015, the Company and its subsidiaries are aware of other claims and civil, labor and tax risks. Based on the history of probable processes and the specific analysis of main claims, the measurement of the claims with likelihood of loss considered possible amounted to R$597,700 (R$561,056 in 2014), 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 review of the involved amounts.

 

   

Company

Consolidated

 

 

09/30/2015

12/31/2014

09/30/2015

12/31/2014

 

 

 

 

 

 

Civil lawsuits

 

237,084

233,371

480,195

441,083

Tax proceedings

 

31,876

38,053

41,844

53,586

Labor claims

 

42,091

42,355

75,661

66,387

Total

 

311,051

313,779

597,700

561,056

 

(b)     Payables related to the completion of real estate ventures

 

There was no significant change in relation to the information reported in Note 17(i)(b) to the financial statements as of December 31, 2014.

 

(c)      Other commitments

 

In addition to the commitments mentioned in Notes 6, 12 and 13, the Company has commitments related to the rental of 31 real estate where its facilities are located, at a monthly cost of R$1,113 adjusted by the IGP-M/FGV variation. The rental term is from 1 to 10 years and there is a fine in case of cancelled contracts corresponding to three-month rent or in proportion to the contract expiration time.

 

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, 2014.

 

18.  Payables for purchase of properties and advances from customers

 

 

 

Company

Consolidated

 

09/30/2015

12/31/2014

09/30/2015

12/31/2014

 

 

 

 

 

Payables for purchase of properties

87,305

127,123

273,925

331,436

Adjustment to present value

(6,046)

(5,077)

(12,580)

(5,619)

Advances from customers

 

 

 

 

Development and sales

18,756

12,939

32,550

21,236

Barter transaction - Land

149,823

168,028

248,243

244,689

 

 

 

 

 

Total payables for purchase of properties and advances from customers

249,838

303,013

542,138

591,742

 

 

 

 

 

Current portion

165,143

228,991

382,910

490,605

Non-current portion

84,695

74,022

159,228

101,137

 

 

 

73


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

19.  Equity

 

19.1.  Capital

 

As of September 30, 2015 and December 31, 2014, the Company's authorized and paid-in capital amounts to R$2,740,662, represented by 378,066.162 (408,066,162 as of December 31, 2014) registered common shares, without par value, of which 10,584,756 (29,881,286 as of December 31, 2014) were held in treasury.

 

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 issuing up to the limit of 600,000,000 (six hundred million) common shares.

 

On February 02, 2015, the Company approved the creation of a new program to repurchase its shares to hold them in treasury and later selling or cancelling them, over a period of 365 days, up to the limit of 27,000,000 shares. On this same date it took the resolution to cancel 30,000,000 common shares of the Company held in treasury, without capital reduction. In the period ended  September 30, 2015, 11,925,330 shares were acquired totaling R$24,157. Additionally, the Company transferred 1,221,860 shares in the total amount of R$3,023 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$599.

 

Treasury shares - 09/30/2015

Type

GFSA3

R$

%

R$ thousand

R$ thousand

Acquisition date

Number

Weighted average price

% - on shares outstanding

Market value (*)

Carrying value

11/20/2001

599,486

2.8880

0.16%

1,211

1,731

1st quarter 2013

1,000,000

4.3316

0.26%

2,020

4,336

2nd quarter 2013

9,000,000

3.9551

2.38%

18,180

35,634

4th quarter 2013

8,500,000

3.6865

2.25%

17,170

31,369

1st quarter 2014

14,900,000

3.2297

3.94%

30,098

48,168

2nd quarter 2014 (transfer)

(4,169,157)

3.2168

-1.10%

(8,422)

(13,424)

2nd quarter 2014

1,000,000

3.1843

0.26%

2,020

3,187

3rd quarter 2014 (transfer)

(1,294,238)

3.2135

-0.34%

(2,614)

(4,159)

3rd quarter 2014

752,900

2.9283

0.20%

1,521

2,206

4th quarter 2014

27,085,334

2.0956

7.16%

54,712

61,704

4th quarter 2014

(cancellations)

(27,493,039)

3.3351

-7.27%

(55,536)

(91,693)

1st quarter 2015

10,925,330

2.0244

2.89%

22,069

22,135

1st quarter 2015

(cancellations)

(30,000,000)

2.4738

-7.94%

(60,600)

(74,214)

2nd quarter 2015 (transfer)

(731,910)

2.4738

-0.19%

(1,478)

(1,810)

3rd quarter 2015

1,000,000

2.0220

0.26%

2,020

2,022

3rd quarter 2015 (transfer)

(489,950)

2.4737

-0.13%

(990)

(1,213)

 

10,584,756

2.4545

2.80%

21,381

25,980

(*)          Market value calculated based on the closing share price at September 30, 2015 (R$2.02), not considering the effect of occasional volatilities.

 

74


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

19.  Equity --Continued

 

19.1.  Capital --Continued

 

Treasury shares – 12/31/2014

Type

GFSA3

R$

%

R$ thousand

R$ thousand

Acquisition date

Number

Weighted average price

% - on shares outstanding

Market value (*)

Carrying value

11/20/2001

599,486

2.8880

0.14%

1,319

1,731

1st quarter 2013

1,000,000

4.3316

0.23%

2,200

4,336

2nd quarter 2013

9,000,000

3.9551

2.07%

19,800

35,634

4th quarter 2013

8,500,000

3.6865

1.95%

18,700

31,369

1st quarter 2014

14,900,000

3.2297

3.42%

32,780

48,168

2nd quarter 2014 (transfer)

(4,169,157)

3.2168

-1.03%

(9,172)

(13,424)

2nd quarter 2014

1,000,000

3.1843

0.25%

2,200

3,187

3rd quarter 2014 (transfer)

(1,294,238)

3.2135

-0.30%

(2,847)

(4,159)

3rd quarter 2014

752,900

2.9283

0.17%

1,656

2,206

4th quarter 2014

27,085,334

2.0956

6.64%

59,588

61,704

4th quarter 2014

(cancellations)

(27,493,039)

3.3351

-6.74%

(60,485)

(91,693)

 

29,881,286

2.6458

6.80%

65,739

79,059

(*)          Market value calculated based on the closing share price at December 31, 2014 (R$2.20), not considering the effect of occasional volatilities.

 

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

 

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

 

 

Common shares - In thousands

Outstanding shares as of December 31, 2014

378,184

Repurchase of treasury shares

(11,925)

Transfer related to the stock option plan

1,222

Outstanding shares as of September 30, 2015

367,481

 

 

Weighted average shares outstanding

367,603

 

 

19.2.  Stock option plan

 

Expenses for granting stocks recorded under the account “General and administrative expenses” (Note 24) and in the periods ended September 30, 2015 and  2014 had the following effects on profit or loss:

 

 

09/30/2015

09/30/2014

 

 

Gafisa

5,859

13,402

Tenda

1,606

311

 

7,465

13,713

 

 

 

(i)    Gafisa

 

The Company has a total of four stock option plans comprising common shares, launched in 2012, 2013, 2014 and 2015 which follows the rules established in the Stock Option Plan of the Company.

 

 

75


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

19.      Equity --Continued

 

19.2.  Stock option plan

 

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 six to ten years after the grant date.

 

The fair value of options is set on the grant date, and it is recognized as expense in profit or loss for the year (as contra-entry to equity) during the grace period of the plan, to the extent the services are provided by employees and management members.

 

Changes in the stock options outstanding in the period ended September 30, 2015 and in the year ended December 31, 2014, which include the respective weighted average exercise prices, are as follows:

 

 

2015

2014

 

Number of options

Weighted average exercise price (Reais)

Number of options

Weighted average exercise price (Reais)

Options outstanding at the beginning of the yea

9,542,643

1.49

11,908,128

1.47

Options granted

3,567,201

2.24

4,361,763

1.93

Options exercised (i)

(1,221,860)

(0.49)

(5,463,395)

1.26

Options expired

(32,000)

(3.05)

(748,518)

3.66

Options forfeited

(112,605)

(0.01)

(515,335)

0.04

 

 

 

 

 

Options outstanding at the end of the period

11,743,379

1.83

9,542,643

1.49

 

(i) In the period ended September 30, 2015, the amount received through exercised options was R$599 (R$6,921 in the year ended December 31, 2014).

 

As of September 30, 2015, the stock options outstanding and exercisable 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$)

 

 

 

 

 

11,743,379

4.50

1.83

1,757,598

2.59

 

During the period ended September 30, 2015,  the Company granted 3,567,201 options in connection with its stock option plans comprising common shares (4,361,763 options granted in the year ended December 31, 2014).

 

 

76


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

19.      Equity --Continued

 

19.2.  Stock option plan --Continued

 

(i)     Gafisa—Continued

 

The fair value of the new granted options totaled R$3,232 (R$7,464 in 2014), which was determined based on the following assumptions:

 

 

2015

2014

Pricing model

Binomial

MonteCarlo

Option exercise price (R$)

R$2.24

 

R$3.13 type A and R$0.01 type B

Weighted average of option price (R$)

R$2.24

R$ 1.93

Expected volatility (%) – (*)

52%

55%

Expected option life (years)

5.58 years

4.66 years

Dividend income (%)

2.24%

1.90%

Risk-free interest rate (%)

13.64%

10.55%

 

 (*) The volatility was determined based on the regression analyses of the relationship between the Gafisa S.A. stock volatility and the Ibovespa index.

 

 (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 issue. As of September 30, 2015 and December 31, 2014, the amount of R$14,965, related to the reserve for granting options of Tenda is recognized under the account “Related Parties” of the parent company Gafisa.

 

In the period ended September 30, 2015,  the subsidiary Tenda did not grant any options in connection with its stock option plan comprising common shares (42,259,687 options granted in the year ended December 31, 2014).

 

19.3.  Share-based payment – Phantom Shares

 

In the period ended September 30, 2015, a share-based payment program with settlement in cash was approved, with fixed terms and conditions. The beneficiaries were granted the right to receive an amount equivalent to 1,898,886 phantom shares, together with the stock option plan for the year 2015. The phantom shares have the same grace and expiration period of the options, and can be partially or fully exercised during the established period.  

 

These amounts are recorded as provision payable, with contra-entry to profit or loss for the year, based on the fair value of the phantom shares granted and during the vesting period. The fair value of this liability is remeasured and adjusted at each reporting period, according to the change in the fair value of the granted benefit and vesting. As of September 30, 2015, the amount of R$352, related to the phantom shares, is recognized in the heading “Other payables”.

 

77


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

20.  Income tax and social contribution

 

(i)      Current income tax and social contribution

 

The reconciliation of the effective tax rate for the periods ended September 30, 2015 and 2014 is as follows:

 

 

Consolidated

 

09/30/2015

09/30/2014

 

 

 

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

73,753

(24,700)

Income tax calculated at the applicable rate - 34 %

(25,076)

8,398

Net effect of subsidiaries taxed by presumed profit

28,807

5,671

Tax losses (tax loss carryforwards used)

(2,387)

(7,636)

Income from equity method investments

4,126

2,439

Stock option plan

(2,591)

(9,376)

Other permanent differences

(12,992)

(12,625)

Charges on payables to venture partners

901

2,534

Tax benefits recognized (not recognized)

5,956

(16,837)

(3,256)

(27,432)

 

 

 

Tax expenses - current

(14,984)

(26,896)

Tax income (expenses) - deferred

11,728

(536)

 

(ii)   Deferred income tax and social contribution

 

As of September 30, 2015 and December 31, 2014, deferred income tax and social contribution are from the following sources:

 

 

Company

Consolidated

 

09/30/2015

12/31/2014

09/30/2015

12/31/2014

Assets

 

 

 

 

Provisions for legal claims

67,221

57,746

86,441

81,455

Temporary differences – PIS and COFINS deferred

12,293

9,754

18,056

14,960

Provisions for realization of non-financial assets

2,638

2,638

15,969

12,793

Temporary differences – CPC adjustment

14,026

11,765

18,935

18,656

Other provisions

56,200

58,363

75,598

92,384

Income tax and social contribution loss carryforwards

77,456

79,499

319,392

301,598

Tax credits from downstream acquisition

28,165

28,165

28,165

28,165

Tax benefits not recognized

-

-

(270,802)

(276,758)

 

257,999

247,930

291,754

273,253

 

 

 

 

Liabilities

 

 

 

 

Negative goodwill

(92,385)

(92,385)

(93,864)

(92,385)

Temporary differences –CPC adjustment

(102,005)

(112,258)

(101,808)

(111,294)

Differences between income taxed on cash basis

and recorded on an accrual basis

(81,623)

(69,413)

(118,261)

(104,314)

 

(276,013)

(274,056)

(313,933)

(307,993)

 

 

 

 

Total net

(18,014)

(26,126)

(22,179)

(34,740)

 

 

78


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

20.  Income tax and social contribution --Continued

 

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

 

The balances of income tax and social contribution loss carryforwards for offset are as follows:

 

 

Company

 

09/30/2015

 

12/31/2014

 

Income tax

Social contribution

 

Total

 

Income tax

Social contribution

 

Total

Balance of income tax and social contribution loss carryforwards

227,813

227,813

 

 

233,820

233,820

 

Deferred tax asset (25%/9%)

56,953

20,503

77,456

 

58,455

21,044

79,499

Recognized deferred tax asset

56,953

20,503

77,456

 

58,455

21,044

79,499

Unrecognized deferred tax asset

-

-

-

 

-

-

-

 

 

 

Consolidated

 

09/30/2015

 

12/31/2014

 

Income tax

Social contribution

 

Total

 

Income tax

Social contribution

 

Total

Balance of income tax and social contribution loss carryforwards

957,019

957,019

 

 

887,052

887,052

 

Deferred tax asset (25%/9%)

239,255

86,132

325,387

 

221,763

79,835

301,598

Recognized deferred tax asset

58,455

21,044

79,499

 

58,455

21,044

79,499

Unrecognized deferred tax asset

180,800

65,088

245,888

 

163,308

58,791

222,099

 

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 tax and social contribution is as follows:

 

 

Company

 

Income tax and social contribution loss carryforwards

 

Income tax and social contribution

 

 

 

 

2015

1,414

 

481

2016

11,489

 

3,906

2017

26,060

 

8,860

2018

19,030

 

6,470

2019 onwards

169,819

 

57,739

 

227,812

 

77,456

 

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, 2014.

 

 

79


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

21.  Financial instruments

 

The Company and its subsidiaries engage in operations involving financial instruments. These instruments are managed through operational strategies and internal controls aimed at providing liquidity, return and safety. The use of financial instruments with the objective of hedging is achieved 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 performance of the proposed strategy. The control policy consists of continuously monitoring the contracted conditions in relation to the prevailing market conditions. The Company and its subsidiaries do not use derivatives or any other risky assets for speculative purposes. 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 significant change in relation to the credit risks disclosed in Note 21(i)(a) to the financial statements as of December 31, 2014.

 

b)    Derivative financial instruments

 

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

 

As of September 30, 2015, the Company had derivative contracts for hedging purposes in relation to interest rate fluctuations, with final maturity between December 2015 and January 2020. The derivative contracts are as follows:

 

 

 

 

80


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

21. Financial instruments --Continued

 

(i)    Risk considerations --Continued

 

b)    Derivative financial instruments --Continued

 

 

Consolidated

   

Reais

Percentage

Validity

Gain (loss) not realized by derivative instruments - net

   

 

 

 

 

 

Companies

Swap agreements (Fixed for CDI)

Face value

Original Index – asset position

Swap – liability position

Beginning

End

09/30/2015

12/31/2014

 

 

 

 

 

 

 

 

 

Gafisa S/A

Banco Votorantim S.A.

82,500

Fixed 13.7946%

CDI + 1.6344%

12/22/2014

06/22/2015

-

(208)

Gafisa S/A

Banco Votorantim S.A.

55,000

Fixed 11.8752%

CDI + 0.2801%

06/22/2015

12/21/2015

(672)

(401)

Gafisa S/A

Banco Votorantim S.A.

55,000

Fixed 14.2672%

CDI + 1.6344%

12/21/2015

06/20/2016

(766)

(160)

Gafisa S/A

Banco Votorantim S.A.

27,500

Fixed 11.1136%

CDI + 0.2801%

06/20/2016

12/20/2016

(554)

(185)

Gafisa S/A

Banco Votorantim S.A.

27,500

Fixed 15.1177%

CDI + 1.6344%

12/20/2016

06/20/2017

(290)

58

Gafisa S/A

Banco Votorantim S.A.

130,000

CDI + 1.90%

118% CDI

07/22/2014

07/26/2018

(2,009)

(941)

Gafisa S/A

Banco HSBC

194,000

Fixed 12.8727%

120% CDI

09/29/2014

10/08/2018

(15,921)

(6,336)

Gafisa S/A

Banco Votorantim S.A. (a)

55,000

IPCA + 8.22%

120% CDI

03/17/2015

01/20/2020

(2,922)

-

             

(23,134)

(8,173)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

(14,110)

(3,340)

 

 

 

 

 

Non-current

(9,024)

(4,833)

 

(a)      On March 17, 2015, the Company bought derivative swap transaction to mitigate the exposure to the fixed index from IPCA + 8.22% p.a. of the tenth Debenture Placement of the Company to 120% of CDI (Note 13).

 

During the period ended September 30, 2015, the amount of R$(17,610) (R$4,354 in 2014) in the Company’s statements and in the consolidated statements, which refers to net result of the loss of interest swap transaction, was recognized in the “financial income (expenses)” line in the statement of profit or loss for the year, allowing correlation between the impact of such transactions and interest rate fluctuation in the Company’s balance sheet (Note 25).

 

The estimated fair value of derivative financial instruments contracted by the Company was determined based on information available in the market and specific valuation methodologies. However, considerable judgment was necessary for interpreting market data to produce the estimated fair value of each transaction, which may vary upon the financial settlement of transactions.

 

c)    Interest rate risk

 

There was no significant change in relation to the interest rate risks disclosed in Note 21(i)(c) to the financial statements as of December 31, 2014.

 

d)    Liquidity risk

 

There was no significant change in relation to the liquidity risks disclosed in Note 21(i)(d) to the financial statements as of December 31, 2014.

 

81


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

21.  Financial instruments --Continued

 

(i)     Risk considerations --Continued

 

d)    Liquidity risk --Continued

 

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

 

 

Company

Year ended September 30, 2015

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

525,789

618,818

12,558

-

1,157,165

Debentures (Nota 13)

306,680

511,256

39,122

-

857,058

Payables to venture partners (Note 15)

4,865

2,280

-

-

7,145

Suppliers

43,906

-

-

-

43,906

 

881,240

1,132,354

51,680

-

2,065,274

 

 

Company

Year ended December 31, 2014

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

443,802

667,064

83,208

-

1,194,074

Debentures (Nota 13)

314,770

420,468

64,244

-

799,482

Payables to venture partners (Note 15)

6,081

4,713

-

-

10,794

Suppliers

57,369

-

-

-

57,369

 

822,022

1,092,245

147,452

-

2,061,719

 

 

Consolidated

Year ended September 30, 2015

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

603,920

693,484

13,869

-

1,311,273

Debentures (Nota 13)

523,054

611,256

39,122

-

1,173,432

Payables to venture partners (Note 15)

6,654

2,280

-

-

8,934

Suppliers

78,796

-

-

-

78,796

 

1,212,424

1,307,020

52,991

-

2,572,435

 

 

Consolidated

Year ended December 31, 2014

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

550,058

758,812

88,555

-

1,397,425

Debentures (Nota 13)

504,387

620,468

64,244

-

1,189,099

Payables to venture partners (Note 15)

6,317

4,713

-

-

11,030

Suppliers

95,131

-

-

-

95,131

 

1,155,893

1,383,993

152,799

-

2,692,685

 

e)    Fair value classification

 

The Company uses the same classification disclosed in Note 21(i)(d) to the financial statements as of December 31, 2014 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 as of September 30, 2015 and December 31, 2014 is as follows:


82


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

21.  Financial instruments --Continued

 

(i)     Risk considerations --Continued

 

e)    Fair value classification --Continued

 

 

 

Company

Consolidated

 

Fair value classification

As of September 30, 2015

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

Short-term investments (Note 4.2)

-

479,099

-

-

853,946

-

 

 

Company

Consolidated

 

Fair value classification

As of December 31, 2014

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

Short-term investments (Note 4.2)

-

582,042

-

-

1,047,359

-

 

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

 

 

Company

Consolidated

 

Fair value classification

As of September 30, 2015

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

Loans and financing (Note 21.ii.a)

-

1,115,584

-

-

1,260,673

-

Debentures (Note 21.ii.a)

-

823,420

-

-

1,129,622

-

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

-

8,379

-

-

8,379

-

Derivative financial instruments (Note 21.i.b)

-

23,134

-

-

23,134

-

 

 

Company

Consolidated

 

Fair value classification

As of December 31, 2014

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

Loans and financing (Note 21.ii.a)

-

1,184,202

-

-

1,333,399

-

Debentures (Note 21.ii.a)

-

802,948

-

-

1,179,915

-

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

-

12,304

-

-

12,304

-

Derivative financial instruments (Note 21.i.b)

-

8,173

-

-

8,173

-

 

In the period ended September 30, 2015 and year ended December 31, 2014, there were no transfers between the Levels 1 and 2 fair value valuation, nor were transfers between Levels 3 and 2 fair value valuation.

 

83


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

21.  Financial instruments --Continued

 

 (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, 2014 to estimate the fair value for each financial instrument type for which the estimate of values is practicable.

 

       The main carrying values and fair values of financial assets and liabilities at September 30, 2015 and December 31, 2014 are as follows:

 

 

Company

 

09/30/2015

12/31/2014

 

Carrying value

Fair value

Carrying value

Fair value

 

 

 

 

Financial assets

 

 

 

 

Cash and cash equivalents (Note 4.1)

29,476

29,476

33,792

33,792

Short-term investments (Note 4.2)

479,099

479,099

582,042

582,042

Trade accounts receivable (Note 5)

1,107,260

1,107,260

1,024,441

1,024,441

 

 

 

 

 

Financial liabilities

 

 

 

 

Loans and financing (Note 12)

1,157,165

1,115,584

1,194,074

1,184,202

Debentures (Note 13)

857,058

823,420

799,482

802,948

Payables to venture partners (Note 15)

7,145

8,379

10,794

12,304

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

23,134

23,134

8,173

8,173

Suppliers

43,906

43,906

57,369

57,369

 

 

Consolidated

 

09/30/2015

12/31/2014

 

Carrying value

Fair value

Carrying value

Fair value

 

 

 

 

Financial assets

 

 

 

 

Cash and cash equivalents (Note 4.1)

67,882

67,882

109,895

109,895

Short-term investments (Note 4.2)

853,946

853,946

1,047,359

1,047,359

Trade accounts receivable (Note 5)

1,975,995

1,975,995

1,825,319

1,825,319

 

 

 

 

 

Financial liabilities

 

 

 

 

Loans and financing (Note 12)

1,311,273

1,260,673

1,397,425

1,333,399

Debentures (Note 13)

1,173,432

1,129,622

1,189,099

1,179,915

Payables to venture partners (Note 15)

8,934

8,379

11,030

12,304

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

23,134

23,134

8,173

8,173

Suppliers

78,796

78,796

95,131

95,131

 

There was no significant change in relation to the other information disclosed in Note 21(ii)(a) to the financial statements as of December 31, 2014.

 

b)    Risk of debt acceleration

 

       There was no significant change in relation to the risks of debt acceleration disclosed in Note 21(ii)(b) to the financial statements as of December 31, 2014.

 

c)    Market risk

 

       There was no significant change in relation to the risks of debt acceleration disclosed in Note 21(ii)(c) to the financial statements as of December 31, 2014.

 

 

 

84


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

21.  Financial instruments —Continued

 

(iii)   Capital stock management

 

The explanation related to this note did not undergo significant changes in relation to those disclosed in Note 21 (iii) to the financial statements as of December 31, 2014.

 

The Company included 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 (cash and cash equivalents and short-term investments):

 

 

Company

Consolidated

 

09/30/2015

12/31/2014

09/30/2015

12/31/2014

 

 

 

 

 

Loans and financing (Note 12)

1,157,165

1,194,074

1,311,273

1,397,425

Debentures (Note 13)

857,058

799,482

1,173,432

1,189,099

Obligations assumed on assignment of receivables (Note 14)

23,563

34,496

39,434

56,129

Payables to venture partners (Note 15)

7,145

10,794

8,934

11,030

( - ) Cash and cash equivalents and short-term investments (Note 4.1 and 4.2)

(508,575)

(615,834)

(921,828)

(1,157,254)

Net debt

1,536,356

1,423,012

1,611,245

1,496,429

Equity

3,110,914

3,055,345

3,112,609

3,058,403

Equity and net debt

4,647,270

4,478,357

4,723,854

4,554,832

 

 

 

 (iv) Sensitivity analysis

 

The sensitivity analysis of financial instruments for  the period ended September 30, 2015 and year ended December 31, 2014, except swap contracts, which are analyzed through their due dates, describing the risks that may incur material losses 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.

 

As of September 30, 2015 and December 31, 2014, 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).

 

For the sensitivity analysis of the years ended September 30, 2015 and December 31, 2014, the Company considered the interest rates of investments, loans and accounts receivables, the CDI rate at 14.13%, (11.51% in 2014) the TR at 1.20% (0.52% in 2014), the INCC rate at 7.30% (6.95% in 2014), the General Market Prices Index (IGP-M) at 8.35% (3.67% in 2014) and the National Consumer Price Index – Extended (IPCA) at 9.49% (6.41% in 2014). The scenarios considered were as follows:

 

 

85


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

21.      Financial instruments --Continued

 

(iv)   Sensitivity analysis --Continued

 

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

 

As of September 30, 2015:

   

Scenario

   

I

II

III

IV

Instrument

Risk

Increase 50%

Increase 25%

Decrease 25%

Decrease 50%

 

       

Financial investments

Increase/decrease of CDI

48,713

24,357

(24,357)

(48,713)

Loans and financing

Increase/decrease of CDI

(15,082)

(7,541)

7,541

15,082

Debentures

Increase/decrease of CDI

(17,689)

(8,845)

8,845

17,689

Derivative financial instruments

Increase/decrease of CDI

(32,215)

(16,933)

18,197

38,494

 

 

 

 

 

Net effect of CDI variation

 

(16,273)

(8,962)

10,226

22,552

 

 

 

 

 

Loans and financing

Increase/decrease of TR

(5,021)

(2,511)

2,511

5,021

Debentures

Increase/decrease of TR

(6,507)

(3,254)

3,254

6,507

 

 

 

 

 

Net effect of TR variation

 

(11,528)

(5,765)

5,765

11,528

 

 

 

 

 

Debentures

Increase/decrease of IPCA

(3,430)

(1,715)

1,715

3,430

 

 

 

 

 

Net effect of IPCA variation

 

(3,430)

(1,715)

1,715

3,430

 

 

 

 

 

Accounts receivable

Increase/decrease of INCC

66,966

33,483

(33,483)

(66,966)

 

 

 

 

 

Net effect of INCC variation

 

66,966

33,483

(33,483)

(66,966)

 

As of December 31, 2014:

   

Scenario

 

   

I

II

III

IV

Instrument

Risk

Increase 50%

Increase 25%

Decrease 25%

Decrease 50%

 

       

Financial investments

Increase/decrease of CDI

51,528

25,764

(25,764)

(51,528)

Loans and financing

Increase/decrease of CDI

(31,786)

(15,893)

15,893

31,786

Debentures

Increase/decrease of CDI

(14,571)

(7,285)

7,285

14,571

Derivative financial instruments

Increase/decrease of CDI

(36,708)

(19,243)

21,282

44,892

 

 

 

 

 

Net effect of CDI variation

 

(31,537)

(16,657)

18,696

39,721

 

 

 

 

 

Loans and financing

Increase/decrease of TR

(1,851)

(925)

925

1,851

Debentures

Increase/decrease of TR

(2,321)

(1,160)

1,160

2,321

 

 

 

 

 

Net effect of TR variation

 

(4,172)

(2,085)

2,085

4,172

 

 

 

 

 

Debentures

Increase/decrease of IPCA

(457)

(229)

229

457

 

 

 

 

 

Net effect of IPCA variation

 

(457)

(229)

229

457

 

 

 

 

 

Accounts receivable

Increase/decrease of INCC

59,351

29,675

(29,675)

(59,351)

 

 

 

 

 

Net effect of INCC variation

 

59,351

29,675

(29,675)

(59,351)

 

 

 

 

 

 

 

 

86


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

22.  Related parties

 

22.1.  Balances with related parties

 

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

 

 

Company

Consolidated

Current accounts

09/30/2015

12/31/2014

09/30/2015

12/31/2014

 

 

 

 

 

Assets

 

 

 

 

Current account:

 

 

 

 

Total SPEs

58,261

96,071

74,774

139,947

Condominium and consortia and thirty party’s works

8,294

2,785

8,294

2,785

Loan receivable

73,454

68,120

103,680

107,067

Dividends receivable

7,036

5,909

-

-

 

147,045

172,885

186,748

249,799

 

 

 

 

Current portion

73,591

104,765

83,068

142,732

Non-current

73,454

68,120

103,680

107,067

 

 

 

 

Liabilities

 

 

 

 

Current account:

 

 

 

 

Total SPEs and Tenda

(779,808)

(596,047)

(96,346)

(156,503)

 

(779,808)

(596,047)

(96,346)

(156,503)

 

 

 

 

Current portion

(779,808)

(596,047)

(96,346)

(156,503)

 

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

 

 

Company

 

 

 

09/30/2015

12/31/2014

Nature

Interest rate

 

 

 

 

 

Engenho

-

17

Construction

12% p.a. + IGPM

Tembok Planej. E Desenv. Imob. Ltda. (Vistta Laguna)

10,243

9,891

Construction

12% p.a. + IGPM

Acquarelle Civilcorp Incorporações Ltda.

575

493

Construction

12% p.a. + IGPM

Manhattan Residencial I

52,095

49,358

Construction

10% p.a. + TR

Target

784

-

Construction

12% p.a. + IGPM

Tembok Planej. e Desenv. Imob. Ltda. (Scena Laguna)

9,757

8,361

Construction

12% p.a. + IGPM

Total Company

73,454

68,120

   

 

 

 

 

 

 

 

Consolidated

 

 

 

09/30/2015

12/31/2014

Nature

Interest rate

 

 

 

 

 

Engenho

-

17

Construction

12% p.a. + IGPM

Tembok Planej. E Desenv. Imob. Ltda. (Vistta Laguna)

10,243

9,891

Construction

12% p.a. + IGPM

Acquarelle Civilcorp Incorporações Ltda.

575

493

Construction

12% p.a. + IGPM

Manhattan Residencial I

52,095

49,358

Construction

10% p.a. + TR

Target

784

-

Construction

12% p.a. + IGPM

Tembok Planej. e Desenv. Imob. Ltda. (Scena Laguna)

9,757

8,361

Construction

12% p.a. + IGPM

Fit Jardim Botanico SPE Emp. Imob. Ltda.

-

10,164

Construction

113.5% of 126.5% of CDI

Fit 09 SPE Emp. Imob. Ltda.

-

8,422

Construction

120% of 126.5% of CDI

Fit 19 SPE Emp. Imob. Ltda.

14,011

4,037

Construction

113.5% of 126.5% of CDI

Acedio SPE Emp. Imob. Ltda.

3,198

936

Construction

113.5% of 126.5% of CDI

Atua Construtora e Incorporadora S.A.

12,168

12,168

Construction

113.5% to 112% of CDI

Bild Desenvolvimento Imobiliário Ltda

-

2,471

Construction

IGPM + interest 12% p.a.

Other

849

749

Construction

Several

Total consolidated

103,680

107,067

 

 

 

 

87


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

22.  Related parties --Continued

 

22.1.  Balances with related parties --Continued

 

In the period ended September 30, 2015 the recognized financial income from interest on loans amounted to R$7,056 (R$5,156 in 2014) in the Company’s  statement and R$14,393 (R$7,679 in 2014) 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, 2014.

 

22.2.  Endorsements, guarantees and sureties

 

The financial transactions of the subsidiaries are guaranteed by the endorsement or surety in proportion to the interest of the Company in the capital stock of such companies, in the amount of R$1,117,891 as of September 30, 2015 (R$973,808 in 2014).

 

23.  Net operating revenue

 

 

Company

Consolidated

 

09/30/2015

09/30/2014

09/30/2015

09/30/2014

Gross operating revenue

 

 

 

 

Real estate development, sale, barter transactions and construction services

934,038

863,407

1,857,595

1,571,666

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

(1,091)

825

24,957

54,576

Taxes on sale of real estate and services

(82,815)

(79,377)

(147,479)

(124,520)

Net operating revenue

850,132

784,855

1,735,073

1,501,722

 

 

 

 

 

88


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

24.  Costs and expenses by nature

 

These are represented by the following:

 

Company

Consolidated

 

09/30/2015

09/30/2014

09/30/2015

09/30/2014

Cost of real estate development and sale:

 

 

 

 

Construction cost

(349,191)

(330,290)

(743,662)

(680,249)

Land cost

(124,623)

(93,068)

(234,058)

(153,030)

Development cost

(29,477)

(30,229)

(81,102)

(79,164)

Capitalized financial charges (Note 12)

(88,705)

(68,184)

(119,502)

(126,169)

Maintenance / warranty

(38,396)

(21,322)

(44,679)

(27,091)

Provision for cancelled contracts (Note 5)

-

-

(28,107)

(44,914)

Total cost of real estate development and sale

(630,392)

(543,093)

(1,251,110)

(1,110,617)

 

 

 

 

Commercial expenses:

 

 

 

 

Marketing expenses

(21,979)

(22,288)

(47,216)

(44,368)

Brokerage and sale commission

(9,254)

(12,565)

(19,879)

(25,008)

Corporate Marketing and Customer Relationship Management expenses

(12,523)

(16,727)

(26,901)

(33,293)

Other

(5,855)

(4,139)

(12,578)

(7,960)

Total commercial expenses

(49,611)

(55,719)

(106,574)

(110,899)

 

 

 

 

General and administrative expenses:

 

 

 

 

Salaries and payroll charges

(29,181)

(31,529)

(56,835)

(57,006)

Employee benefits

(3,248)

(3,056)

(5,710)

(5,047)

Travel and utilities

(617)

(1,154)

(1,529)

(2,051)

Services

(6,831)

(14,204)

(17,664)

(25,601)

Rents and condominium fees

(7,371)

(7,281)

(10,713)

(11,102)

IT

(9,176)

(10,996)

(16,857)

(17,889)

Stock option plan (Note 19.2)

(5,859)

(13,402)

(7,465)

(13,713)

Reserve for profit sharing (Note 26.iii)

(17,000)

(13,910)

(25,449)

(26,151)

Other

(1,153)

(347)

(1,464)

(164)

Total general and administrative expenses

(80,436)

(95,879)

(143,686)

(158,724)

 

 

 

 

 

Other income (expenses), net:

 

 

 

 

Expenses with lawsuits (Note 17)

(66,668)

(40,420)

(87,006)

(77,283)

Income from equity method investments in unincorporated venture (“SCP”)

-

4,839

-

-

Expenses with the adjustment to the stock option plan balance of AUSA

-

(13,863)

-

(13,863)

Other

(12,419)

(2,272)

(25,707)

(1,479)

Total other income (expenses), net

(79,087)

(51,716)

(112,713)

(92,625)

         

 

 

25.  Financial income (expenses)

 

Company

Consolidated

 

09/30/2015

09/30/2014

09/30/2015

09/30/2014

Financial income

 

 

 

 

Income from financial investments

44,569

60,303

78,374

100,919

Financial income on loans (Note 22)

7,056

5,156

14,393

7,679

Interest income

580

1,993

607

2,578

Other financial income

229

2,718

6,630

7,458

52,434

70,170

100,004

118,634

Financial expenses

 

 

 

 

Interest on funding, net of capitalization (Note 12)

(52,906)

(76,499)

(65,934)

(94,912)

Amortization of debenture cost

(2,949)

(3,362)

(2,949)

(3,161)

Payables to venture partners

(1,524)

(2,211)

(1,524)

(2,255)

Banking expenses

(3,193)

(2,627)

(5,323)

(2,875)

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

(17,610)

(4,354)

(17,610)

(4,354)

Discount granted and other financial expenses

(19,247)

(10,494)

(31,884)

(30,091)

 

(97,429)

(99,547)

(125,224)

(137,648)

 

 

 

 

89


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

(Amounts in thousands of Brazilian 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 periods ended September 30, 2015 and 2014, related to the compensation of the Company’s key management personnel are as follows:

 

 

Management compensation

 

Period ended September 30, 2015

Board of Directors

Statutory Board

Fiscal Council

 

 

 

 

Number of members

7

5

3

Annual fixed compensation (in thousands of R$)

1,270

2,770

149

Salary / Fees

1,270

2,475

149

Direct and indirect benefits

-

295

-

Monthly compensation (in thousands of R$)

141

308

17

Total compensation

1,270

2,770

149

Profit sharing

-

3,413

-

 

 

 

 

 

Management compensation

 

Period ended September 30, 2014

Board of Directors

Statutory Board

Board of Directors

 

 

 

 

Number of members

8

5

3

Annual fixed compensation (in thousands of R$)

1,316

2,806

140

Salary / Fees

1,297

2,530

140

Direct and indirect benefits

19

276

-

Monthly compensation (in thousands of R$)

146

312

16

Total compensation

1,316

2,806

140

Profit sharing

-

3,413

-

       

 

The maximum aggregate compensation of the Company’s management members for the year 2015, was established at R$13,228, as approved at the Annual Shareholders’ Meeting held on April 16, 2015.

 

On the same occasion the compensation limit of the Fiscal Council members for their next term of office that ends in the Annual Shareholders’ Meeting to be held in 2016, was approved at R$205.

 

(ii)    Sales

 

In the period ended September 30, 2015, there was no transaction in connection to units sold to the Management (R$1,513 in the period ended September 30, 2014) and the total receivables from sales is R$3,213 (R$4,686 as of December 31, 2014).

 

90


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

26.  Transactions with management and employees --Continued

 

(iii)   Profit sharing

 

In the period ended September 30, 2015, the Company recorded a provision for profit sharing amounting to R$17,000 in the Company’s  statement (R$13,910 in 2014) and R$25,449 in the consolidated statement (R$26,151 in 2014) in the account “General and Administrative Expenses" (Note 24).

 

 

Company

Consolidated

 

09/30/2015

09/30/2014

09/30/2015

09/30/2014

 

 

 

 

 

Executive officers

3,413

3,413

7,896

8,093

Other employees

13,587

10,497

23,217

18,058

Reversal in subsidiary Tenda

-

-

(5,664)

-

 

17,000

13,910

25,449

26,151

 

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 31,2014.

 

27.  Insurance

 

For the period ended September 30, 2015, insurance contracts were not subject to significant changes in relation to those disclosed in Note 27 to the financial statements as of December 31, 2014.

 

28.  Earning (loss) per share

 

The following table shows the calculation of basic and diluted profit and loss per share. In view of the losses for the period ended September 30, 2014, shares with dilutive potential are not considered, because the impact would be antidilutive.

 

 

 

 

 

09/30/2015

09/30/2014

Basic numerator

 

 

Proposed dividends and interest on equity

 

-

Undistributed profit (loss)

73,623

(50,594)

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

73,623

(50,594)

 

 

 

Basic denominator (in thousands of shares)

 

 

Weighted average number of shares

367,603

405,279

 

 

 

Basic earning (loss) per share in Reais

0.2003

(0.1248)

 

91


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

28.  Earning (loss) per share --Continued

 

 

09/30/2015

09/30/2014

Diluted numerator

 

 

Proposed dividends and interest on equity

 

 

Undistributed earning (loss)

-

-

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

73,623

(50,594)

 

73,623

(50,594)

Diluted denominator (in thousands of shares)

 

 

Weighted average number of shares

367,603

405,279

Stock options

2,316

-

Diluted weighted average number of shares

369,919

405,279

 

 

 

 

 

 

Diluted earning (loss) per share in Reais

0.1990

(0.1248)

 

 

 

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, 2014.

 

29.  Segment information

 

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

 

 

   

Consolidated

 

Gafisa S.A.

Tenda

09/30/2015

Net operating revenue

1,090,933

644,140

1,735,073

Operating costs

(793,688)

(457,422)

(1,251,110)

 

 

 

Gross profit

297,245

186,718

483,963

 

 

 

Selling expenses

(59,611)

(46,963)

(106,574)

General and administrative expenses

(80,438)

(63,248)

(143,686)

Depreciation and amortization

(24,780)

(10,894)

(35,674)

Financial expenses

(92,626)

(34,565)

(127,191)

Financial income

62,197

39,774

101,971

Tax income (expenses)

(2,485)

(771)

(3,256)

 

 

 

Net income for the period attributable to the owners of the Company

30,312

43,311

73,623

 

 

 

Customers (short and long term)

1,465,094

510,901

1,975,995

Inventories (short and long term)

1,851,273

636,113

2,487,386

Other assets

1,778,752

817,391

2,596,143

 

 

 

Total assets

5,095,119

1,964,405

7,059,524

 

 

 

 

Total liabilities

3,120,252

826,663

3,946,915

 

 

 

92


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

29.  Segment information --Continued

 

 

   

Consolidated

 

Gafisa S.A.

Tenda

09/30/2014

Net operating revenue

1,089,913

411,809

1,501,722

Operating costs

(775,165)

(335,452)

(1,110,617)

 

 

 

Gross profit

314,748

76,357

391,105

 

 

 

Selling expenses

(69,133)

(41,766)

(110,899)

General and administrative expenses

(95,886)

(62,838)

(158,724)

Depreciation and amortization

(30,261)

(11,453)

(41,714)

Financial expenses

(101,218)

(36,430)

(137,648)

Financial income

75,903

42,731

118,634

Tax expenses

(20,019)

(7,413)

(27,432)

 

 

 

Net income/(loss) for the period attributable to the owners of the Company

30,399

(80,993)

(50,594)

 

 

 

Customers (short and long term)

1,544,413

386,801

1,931,214

Inventories (short and long term)

1,749,750

752,058

2,501,808

Other assets

2,047,209

1,098,623

3,145,832

 

 

 

Total assets

5,341,372

2,237,482

7,578,854

 

 

 

 

Total liabilities

3,270,322

1,179,395

4,449,717

 

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, 2014.

 

30.  Real estate ventures under construction – information and commitments

 

In order to meet the provisions of paragraphs 20 and 21 of ICPC 02, the recognized revenue amounts and incurred costs are shown in the statement of profit or loss, and the advances received in the heading “Payables for purchase of property and advances from customer”. The Company shows below information on the ventures under construction as of September 30, 2015:

 

 

 

Consolidated

 

 

09/30/2015

 

 

 

Unappropriated sales revenue of units sold

 

805,613

Unappropriated estimated cost of units sold

 

(465,248)

Unappropriated estimated cost of units in inventory

 

(748,050)

 

 

 

(i) Unappropriated sales revenue of units sold

 

 

Ventures under construction:

 

 

Contracted sales revenue

 

3,034,974

Appropriated sales revenue

 

(2,229,361)

Unappropriated sales revenue (a)

 

805,613

 

(ii) Unappropriated estimated cost of units sold

 

 

Ventures under construction:

 

 

Estimated cost of units

 

(1,796,180)

Incurred cost of units

 

1,330,932

Unappropriated estimated cost (b)

 

(465,248)

 

 

93


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

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

 

(iii) Unappropriated estimated costs of units in inventory

 

 

Ventures under construction:

 

 

Estimated cost of units

 

(1,635,724)

Incurred cost of units

 

887,674

Unappropriated estimated cost

 

(748,050)

 

 

(a)   The unappropriated sales revenue of units sold are measured by the face value of contracts, plus the contract adjustments and deducted from cancellations, net of the levied taxes and adjustment to present value, and do not include ventures that are subject to restriction due to a suspensive clause (legal period of 180 days in which the Company can cancel a development) and therefore is not appropriated to profit or loss.

(b)   The unappropriated estimated cost of units sold do not include financial charges, which are appropriated to properties for sale and profit or loss (cost of real estate sold) in proportion to the real estate units sold to the extent they are incurred, and also the warranty provision, which is appropriated to real estate units as the construction work progresses.

 

       As of September 30, 2015, the percentage of the consolidated assets in the quarterly information related to ventures included in the structure of equity segregation of the real estate development was 30.8%.

 

31.  Communication with regulatory bodies

 

The 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, 2014.

 

32.  Subsequent events

 

(i)      First debenture placement of the subsidiary Tenda

 

On September 29, 2015, in the Annual Debenture Holders Meeting, the term of the seventh installment of the face value and interests related to the first debenture placement of subsidiary Tenda was extended to October 8, 2015. In addition, on October 7, 2015, the partial payment of the seventh installment of the face value of this placement, in the amount of R$70,000, which due date was October 8, 2015 was extended to December 1, 2015, becoming the eight amortization installment.

 

On October 8, 2015, the subsidiary Tenda made the partial payment of the 13th installment of interests in the amount of R$17,193, and the seventh amortization installment in the amount of R$30,000 related to the first debenture placement.

 

 


94


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

32.  Subsequent events --Continued

 

(ii)     Amortization of the first and second series of the eight debenture placement of the Company

 

On October 15, 2015, the Company made payments related to the final maturity of the first series of the eight debenture placement in the amount of R$155,244, of which R$144,213 for the face value, and R$11,063 for the interest payable. On the same date, the Company made a payment of R$9,371, of which R$8,089 for the adjusted face value and R$1,282 for the interest payable related to the second series of the eight placement.

 

***

 

 

 

 

95


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

 

Other information deemed relevant by the Company

 

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

 

 

9/30/2015

 

Common shares

Shareholder

Shares

%

Treasury shares

10,584,757

2.80%

FUNCEF – Fundação dos Economiários Federais

23,835,800

6.30%

Polo

69,108,486

18.28%

Pátria Investimentos

21,171,100

5.60%

Outstanding shares

253,366,019

67.02%

     

Total shares

378,066,162

100.00%

     

9/30/2014

 

Common shares

Shareholder

Shares

%

Treasury shares

30,288,991

6.95%

FUNCEF – Fundação dos Economiários Federais

25,181,789

5.78%

Polo

23,266,216

5.34%

Skagen Global

29,307,300

6.73%

Outstanding shares

327,514,905

75.2%

     

Total shares

435,559,201

100.00%

 

 

 

96


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

 

Other information deemed relevant by the Company

 

2.    SHARES HELD BY PARENT COMPANIES, MANAGEMENT AND BOARD

 

 

9/30/2015

Common shares

Shares

%

Shareholders holding effective control of the Company

114,115,386

30.18%

Board of Directors

592,609

0.16%

Executive directors

1,774,245

0.47%

Fiscal council

0

0.00%

Executive control, board members, officers and fiscal council

116,482,240

30.81%

Treasury shares

10,584,757

2.80%

Outstanding shares in the market (*)

250,999,165

66.39%

Total shares

378,066,162

100.00%

9/30/2014

Common shares

Shares

%

Shareholders holding effective control of the Company

77,755,305

17.85%

Board of Directors

592,609

0.14%

Executive directors

1,643,445

0.38%

Fiscal council

-

-

Executive control, board members, officers and fiscal council

79,991,359

18.37%

Treasury shares

30,288,991

6.95%

Outstanding shares in the market (*)

325,278,851

74.68%

Total shares

435,559,201

100.00%

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

 

 

97


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information

September 30, 2015                                             

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

 

 

Other relevant information

 

3 – COMMITMENT CLAUSE

 

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

 

 

 

 

98


 
 

(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 from Gafisa S.A. (“Company”), identified as Company and Consolidated, respectively, contained within the Quarterly Information (ITR) for the quarter ended September 30, 2015, which comprises the balance sheet as at September 30, 2015 and the respective statement of operations and statement of comprehensive income (loss) for the quarter and nine-month period then ended, and the statement of changes in equity and statement of cash flows for the nine-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 Committee (CPC) 21 (R1) – 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, issued by the Accounting Pronouncements Committee (CPC) and approved by the Brazilian Securities Commission (CVM) and the Brazilian Federal Accounting Council (CFC), as well as for the presentation of these interim information in compliance with the standards 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 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. An interim review is substantially less in scope than an audit conducted in accordance with auditing standards. An interim review does not provide assurance that we would become aware of any or all significant matters that might be identified 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 could lead us to believe that the individual and consolidated interim financial information included in the Quarterly Information referred above was not prepared, in all material aspects, in accordance with CPC 21 (R1) applicable to the preparation of Quarterly Information -  ITR, and presented in accordance with the standards issued by the Brazilian Securities Commission - CVM.

 

 

 

99


 
 

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

 

Gafisa S.A.

 

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 Committee for Accounting Pronouncements (CPC) and approved by the Brazilian Securities and Exchange 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 above was not prepared, in all material aspects, in accordance with IAS 34, which considers Guidance OCPC 04 on the application of Technical Interpretation ICPC02 to the Brazilian Real Estate Development Entities, issued by the Committee for Accounting Pronouncements (CPC) and approved by the Brazilian Securities and Exchange Commission (CVM) and the Federal Accounting Council (CFC), applicable to the preparation of Quarterly Information and presented in accordance with the standards issued by the Brazilian Securities Commission - CVM.

Emphasis of matter

As described in Note 2, the individual  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 IFRS applicable to the Brazilian Real Estate Development Entities (IAS34, for interim financial information), also considers the Technical Orientation - OCPC04, edited by the Accounting Pronouncements Committee (CPC). This Technical Orientation refers to the revenue recognition of this sector and involves matters related to the meaning and application 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 regarding this matter.

Other matters

Statements of value added

We have also reviewed the individual and consolidated statement of value added for the nine-month period ended September 30, 2015, prepared under the responsibility of the Company’s management, the presentation of which in the interim financial information is required in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM) applicable to Quarterly Information - ITR, and considered as supplemental information by the International Financial Reporting Standards (IFRS), which do not require the disclosure of the statement of value added. These statements have been submitted to the same review procedures previously described above and, based on our review, we are not aware of any fact that leads us to believe that they were not fairly stated, in all material respects, according to the individual and consolidated interim financial information taken as a whole.

São Paulo, November 6, 2015

KPMG Auditores Independentes

CRC 2SP014428/O-6

 

Giuseppe Masi

Accountant CRC 1SP176273/O-7

 

 

100


 
 

(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 September 30, 2015; and

 

ii)   Management has reviewed and agreed with the interim information for the period ended September 30, 2015.

 

Sao Paulo, November 6, 2015

 

GAFISA S.A.

 

Management

 

101


 
 

(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 September 30, 2015; and

 

ii)   Management has reviewed and agreed with the interim information for the period ended September 30, 2015.

 

Sao Paulo, november 6, 2015

 

GAFISA S.A.

 

Management

 

 

102


SIGNATURE

 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 19, 2015
 
Gafisa S.A.
 
By:
/s/ Sandro Gamba

 
Name:   Sandro Gamba
Title:     Chief Executive Officer