For the month of November, 2018
(Commission File No. 001-33356),
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, 2018
(A free translation of the original report in Portuguese as published in
Brazil containing Quarterly Information (ITR) prepared in
accordance with the accounting practices adopted in Brazil)
Company data |
|
Capital Composition |
3 |
Individual financial statements |
|
Balance sheet - Assets |
4 |
Balance sheet - Liabilities |
5 |
Statement of income |
6 |
Statement of comprehensive income (loss) |
7 |
Statement of cash flow |
8 |
Statements of changes in equity |
|
01/01/2018 to 09/30/2018 |
9 |
01/01/2017 to 09/30/2017 |
10 |
Statement of value added |
11 |
Consolidated financial statements |
|
Balance sheet - Assets |
12 |
Balance sheet - Liabilities |
13 |
Statement of income |
14 |
Statement of comprehensive income (loss) |
15 |
Statement of cash flow |
16 |
Statements of changes in equity |
|
01/01/2018 to 09/30/2018 |
17 |
01/01/2017 to 09/30/2017 |
18 |
Statement of value added |
19 |
Comments on performance |
20 |
Notes to the quartely information |
38 |
Other information deemed relevant by the Company |
74 |
Reports and statements |
|
Report on review of interim financial information |
77 |
Management statement of interim financial information |
79 |
Management statement on the report on review of interim financial information |
80 |
COMPANY DATA / CAPITAL COMPOSITION
Number of Shares |
CURRENT QUARTER | |
(in thousands) |
09/30/2018 | |
Paid-in Capital |
| |
Common |
44,758 | |
Preferred |
- | |
Total |
44,758 | |
Treasury shares |
| |
Common |
872 | |
Preferred |
- | |
Total |
872 | |
3
INDIVIDUAL FINANCIAL STATEMENTS - BALANCE SHEET - ASSETS (in thousands of Brazilian Reais) |
|||
CODE |
DESCRIPTION |
CURRENT QUARTER 09/30/2018 |
PRIOR YEAR 12/31/2017 |
1 |
Total assets |
3,522,810 |
3,538,909 |
1.01 |
Current assets |
1,442,091 |
1,369,512 |
1.01.01 |
Cash and cash equivalents |
3,912 |
7,461 |
1.01.01.01 |
Cash and banks |
3,912 |
7,461 |
1.01.02 |
Short-term investments |
182,830 |
110,945 |
1.01.02.01 |
Fair value of short-term investments |
182,830 |
110,945 |
1.01.03 |
Accounts receivable |
477,078 |
371,228 |
1.01.03.01 |
Trade accounts receivable |
477,078 |
371,228 |
1.01.03.01.01 |
Receivables from clients of developments |
464,580 |
357,061 |
1.01.03.01.02 |
Receivables from clients of construction and services rendered |
12,498 |
14,167 |
1.01.04 |
Inventory |
686,848 |
753,748 |
1.01.04.01 |
Properties for sale |
686,848 |
753,748 |
1.01.07 |
Prepaid expenses |
2,728 |
5,030 |
1.01.07.01 |
Prepaid expenses and others |
2,728 |
5,030 |
1.01.08 |
Other current assets |
88,695 |
121,100 |
1.01.08.01 |
Non-current assets held for sale |
30,912 |
44,997 |
1.01.08.03 |
Other |
57,783 |
76,103 |
1.01.08.03.01 |
Other assets |
31,553 |
47,640 |
1.01.08.03.02 |
Derivative financial instruments |
- |
404 |
1.01.08.03.03 |
Receivables from related parties |
26,230 |
28,059 |
1.02 |
Non-current assets |
2,080,719 |
2,169,397 |
1.02.01 |
Non-current assets |
509,438 |
534,095 |
1.02.01.04 |
Accounts receivable |
189,894 |
160,602 |
1.02.01.04.01 |
Receivables from clients of developments |
189,894 |
160,602 |
1.02.01.05 |
Inventory |
205,112 |
289,162 |
1.02.01.05.01 |
Properties for sale |
205,112 |
289,162 |
1.02.01.10 |
Others non current assets |
114,432 |
84,331 |
1.02.01.10.03 |
Other assets |
87,811 |
62,152 |
1.02.01.10.04 |
Receivables from related parties |
26,621 |
22,179 |
1.02.02 |
Investments |
1,532,199 |
1,598,153 |
1.02.02.01 |
Investments |
1,532,199 |
1,598,153 |
1.02.03 |
Property and equipment |
21,707 |
19,719 |
1.02.03.01 |
Operating property and equipment |
21,707 |
19,719 |
1.02.04 |
Intangible assets |
17,375 |
17,430 |
1.02.04.01 |
Intangible assets |
17,375 |
17,430 |
4
INDIVIDUAL FINANCIAL STATEMENTS - BALANCE SHEET - LIABILITIES AND EQUITY (in thousands of Brazilian Reais) | |||
CODE |
DESCRIPTION |
CURRENT QUARTER 09/30/2018 |
PRIOR YEAR 12/31/2017 |
2 |
Total liabilities |
3,522,810 |
3,538,909 |
2.01 |
Current liabilities |
1,578,334 |
1,984,597 |
2.01.01 |
Social and labor obligations |
32,329 |
25,997 |
2.01.01.02 |
Labor obligations |
32,329 |
25,997 |
2.01.02 |
Suppliers |
91,494 |
85,690 |
2.01.03 |
Tax obligations |
45,787 |
32,114 |
2.01.03.01 |
Federal tax obligations |
45,787 |
32,114 |
2.01.04 |
Loans and financing |
177,601 |
513,782 |
2.01.04.01 |
Loans and financing |
146,405 |
425,605 |
2.01.04.01.01 |
Loans and financing in local currency |
146,405 |
425,605 |
2.01.04.02 |
Debentures |
31,196 |
88,177 |
2.01.05 |
Other obligations |
1,152,956 |
1,210,700 |
2.01.05.01 |
Payables to related parties |
952,042 |
971,002 |
2.01.05.02 |
Other |
200,914 |
239,698 |
2.01.05.02.04 |
Obligations related to purchases of properties and advances from customers |
99,409 |
132,098 |
2.01.05.02.06 |
Other payables |
81,076 |
83,647 |
2.01.05.02.07 |
Obligations assumed on the assignment of receivables |
20,429 |
23,953 |
2.01.06 |
Provisions |
78,167 |
116,314 |
2.01.06.01 |
Tax, labor and civil lawsuits |
78,167 |
116,314 |
2.01.06.01.01 |
Tax lawsuits |
637 |
194 |
2.01.06.01.02 |
Labor lawsuits |
21,711 |
19,300 |
2.01.06.01.04 |
Civil lawsuits |
55,819 |
96,820 |
2.02 |
Non-current liabilities |
1,074,224 |
798,755 |
2.02.01 |
Loans and financing |
705,357 |
456,061 |
2.02.01.01 |
Loans and financing |
455,228 |
336,525 |
2.02.01.01.01 |
Loans and financing in local currency |
455,228 |
336,525 |
2.02.01.02 |
Debentures |
250,129 |
119,536 |
2.02.02 |
Other liabilities |
198,725 |
189,092 |
2.02.02.02 |
Other |
198,725 |
189,092 |
2.02.02.02.03 |
Obligations related to purchase of properties and advances from customers |
157,315 |
137,192 |
2.02.02.02.04 |
Other liabilities |
10,764 |
7,041 |
2.02.02.02.06 |
Obligations assumed on the assignment of receivables |
30,646 |
44,859 |
2.02.03 |
Deferred taxes |
74,473 |
74,473 |
2.02.03.01 |
Deferred income tax and social contribution |
74,473 |
74,473 |
2.02.04 |
Provisions |
95,669 |
79,129 |
2.02.04.01 |
Tax, labor and civil lawsuits |
95,669 |
79,129 |
2.02.04.01.01 |
Tax lawsuits |
- |
565 |
2.02.04.01.02 |
Tax and labor lawsuits |
31,873 |
36,903 |
2.02.04.01.04 |
Civil lawsuits |
63,796 |
41,661 |
2.03 |
Equity |
870,252 |
755,557 |
2.03.01 |
Capital |
2,521,319 |
2,521,152 |
2.03.02 |
Capital reserves |
311,583 |
56,359 |
2.03.02.05 |
Treasury shares |
(27,057) |
(29,089) |
2.03.02.07 |
Constitution of capital reserve |
250,599 |
- |
2.03.02.09 |
Reserve for granting of stock options |
88,041 |
85,448 |
2.03.05 |
Retained earnings/accumulated losses |
(1,962,650) |
(1,821,954) |
5
INDIVIDUAL FINANCIAL STATEMENTS - INCOME - (in thousands of Brazilian Reais) |
|||||
CODE |
DESCRIPTION |
CURRENT QUARTER 07/01/2018 to 09/30/2018 |
YEAR TO DATE 01/01/2018 to 09/30/2018 |
SAME QUARTER OF PREVIOUS YEAR 07/01/2017 to 09/30/2017 |
PREVIOUS YEAR TO DATE 01/01/2017 to 09/30/2017 |
3.01 |
Gross sales and/or services |
226,353 |
679,044 |
113,405 |
327,706 |
3.01.01 |
Revenue from real estate development |
248,125 |
745,595 |
125,001 |
359,722 |
3.01.03 |
Taxes on real estate sales and services |
(21,772) |
(66,551) |
(11,596) |
(32,016) |
3.02 |
Cost of sales and/or services |
(202,961) |
(528,582) |
(125,556) |
(357,987) |
3.02.01 |
Cost of real estate development |
(202,961) |
(528,582) |
(125,556) |
(357,987) |
3.03 |
Gross profit |
23,392 |
150,462 |
(12,151) |
(30,281) |
3.04 |
Operating expenses/income |
(40,865) |
(212,911) |
(121,796) |
(360,149) |
3.04.01 |
Selling expenses |
(18,243) |
(63,105) |
(19,908) |
(54,557) |
3.04.02 |
General and administrative expenses |
(19,828) |
(50,706) |
(16,373) |
(50,346) |
3.04.05 |
Other operating expenses |
(22,885) |
(57,155) |
(11,050) |
(79,386) |
3.04.05.01 |
Depreciation and amortization |
(6,122) |
(14,550) |
(8,169) |
(25,337) |
3.04.05.02 |
Other operating expenses |
(16,763) |
(42,605) |
(2,881) |
(54,049) |
3.04.06 |
Income from equity method investments |
20,091 |
(41,945) |
(74,465) |
(175,860) |
3.05 |
Income (loss) before financial results and income taxes |
(17,473) |
(62,449) |
(133,947) |
(390,430) |
3.06 |
Financial |
(19,752) |
(60,060) |
(23,894) |
(94,987) |
3.06.01 |
Financial income |
5,755 |
14,687 |
6,131 |
20,852 |
3.06.02 |
Financial expenses |
(25,507) |
(74,747) |
(30,025) |
(115,839) |
3.07 |
Income before income taxes |
(37,225) |
(122,509) |
(157,841) |
(485,417) |
3.09 |
Income (loss) from continuing operations |
(37,225) |
(122,509) |
(157,841) |
(485,417) |
3.10 |
Income (loss) from discontinued operations |
- |
- |
- |
98,175 |
3.10.01 |
Net income (loss) from discontinued operations |
- |
- |
- |
98,175 |
3.11 |
Income (loss) for the period |
(37,225) |
(122,509) |
(157,841) |
(387,242) |
3.99 |
Earnings per share – (Reais / Share) |
- |
- |
- |
- |
3.99.01 |
Basic earnings per share |
- |
- |
- |
- |
3.99.01.01 |
ON |
(0.89247) |
(2.93716) |
(5.87343) |
(14.40969) |
3.99.02 |
Diluted earnings per share |
- |
- |
- |
- |
3.99.02.01 |
ON |
(0.89247) |
(2.93716) |
(5.87343) |
(14.40969) |
6
INDIVIDUAL FINANCIAL STATEMENTS - COMPREHENSIVE INCOME (LOSS) - (in thousands of Brazilian Reais) |
|||||
CODE |
DESCRIPTION |
CURRENT QUARTER 07/01/2018 to 09/30/2018 |
YEAR TO DATE 01/01/2018 to 09/30/2018 |
SAME QUARTER OF PREVIOUS YEAR 07/01/2017 to 09/30/2017 |
PREVIOUS YEAR TO DATE 01/01/2017 to 09/30/2017 |
4.01 |
Income (loss) for the period |
(37,225) |
(122,509) |
(157,841) |
(387,242) |
4.03 |
Comprehensive income (loss) for the period |
(37,225) |
(122,509) |
(157,841) |
(387,242) |
7
INDIVIDUAL FINANCIAL STATEMENTS - CASH FLOW - INDIRECT METHOD - (in thousands of Brazilian Reais) | |||
CODE |
DESCRIPTION |
YEAR TO DATE 01/01/2018 to 09/30/2018 |
PREVIOUS YEAR TO DATE 01/01/2017 to 09/30/2017 |
6.01 |
Net cash from operating activities |
(66,472) |
118,278 |
6.01.01 |
Cash generated from operations |
(72,655) |
(176,844) |
6.01.01.01 |
Income (loss) before income and social contribution taxes |
(122,509) |
(485,417) |
6.01.01.02 |
Income from equity method investments |
12,595 |
175,860 |
6.01.01.03 |
Stock option expenses |
1,912 |
2,898 |
6.01.01.04 |
Unrealized interest and finance charges, net |
5,474 |
35,102 |
6.01.01.05 |
Financial instruments |
(763) |
(790) |
6.01.01.06 |
Depreciation and amortization |
14,550 |
25,337 |
6.01.01.07 |
Provision for legal claims |
44,641 |
61,584 |
6.01.01.08 |
Provision for profit sharing |
3,795 |
9,395 |
6.01.01.09 |
Warranty provision |
(3,656) |
(7,439) |
6.01.01.11 |
Allowance for doubtful accounts |
(19,037) |
17,767 |
6.01.01.12 |
Provision for realization of non-financial assets - properties for sale |
(10,119) |
(11,141) |
6.01.01.15 |
Inventory write-off |
462 |
- |
6.01.02 |
Variations in assets and liabilities |
6,183 |
295,122 |
6.01.02.01 |
Trade accounts receivable |
(150,711) |
121,494 |
6.01.02.02 |
Properties for sale |
204,504 |
207,441 |
6.01.02.03 |
Other accounts receivable |
(16,293) |
(10,242) |
6.01.02.04 |
Prepaid expenses |
2,302 |
(2,805) |
6.01.02.05 |
Obligations related to purchases of properties and advances from customers |
(12,566) |
(13,574) |
6.01.02.06 |
Taxes and contributions |
13,673 |
(3,028) |
6.01.02.07 |
Suppliers |
6,708 |
11,732 |
6.01.02.08 |
Salaries and charges payable |
2,537 |
(10,577) |
6.01.02.09 |
Transactions with related parties |
(12,826) |
31,263 |
6.01.02.10 |
Other obligations |
(31,145) |
(36,582) |
6.02 |
Net cash from investment activities |
(95,356) |
249,250 |
6.02.01 |
Purchases of property and equipment and intangible assets |
(16,483) |
(16,216) |
6.02.02 |
Increase in investments |
(6,988) |
1,295 |
6.02.03 |
Redemption of short-term investments |
828,039 |
732,351 |
6.02.04 |
Purchase of short-term investments |
(899,924) |
(678,145) |
6.02.07 |
Proceeds from the exercise of preemptive rights |
- |
219,510 |
6.02.08 |
Transaction costs |
- |
(9,545) |
6.03 |
Net cash from financing activities |
158,279 |
(383,015) |
6.03.01 |
Capital increase |
167 |
- |
6.03.02 |
Increase in loans, financing and debentures |
339,201 |
190,252 |
6.03.03 |
Payment of loans, financing and debentures |
(431,560) |
(599,448) |
6.03.06 |
Loan transactions with related parties |
(843) |
5,625 |
6.03.07 |
Payables to venture partners |
- |
(1,140) |
6.03.08 |
Disposal of treasury shares |
715 |
317 |
6.03.10 |
Assignment of receivables |
- |
21,379 |
6.03.12 |
Subscription and payment of common shares |
250,599 |
- |
6.05 |
Net increase (decrease) of cash and cash equivalents |
(3,549) |
(15,487) |
6.05.01 |
Cash and cash equivalents at the beginning of the period |
7,461 |
19,811 |
6.05.02 |
Cash and cash equivalents at the end of the period |
3,912 |
4,324 |
8
INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 01/01/2018 TO 09/30/2018 (in thousands of Brazilian reais) | |||||||
CODE |
DESCRIPTION |
Capital |
Capital reserves, stock options and treasury shares |
Profit reserves |
Retained earnings |
Other comprehensive income |
Total Equity |
5.01 |
Opening balance |
2,521,152 |
56,359 |
- |
(1,821,954) |
- |
755,557 |
5.02 |
Adjusted prior year |
- |
- |
- |
(16,869) |
- |
(16,869) |
5.02.01 |
Adoption of CPC 48 (IFRS 9) |
- |
- |
- |
(16,869) |
- |
(16,869) |
5.03 |
Opening adjusted balance |
2,521,152 |
56,359 |
- |
(1,838,823) |
- |
738,688 |
5.04 |
Capital transactions with shareholders |
167 |
255,224 |
- |
(1,318) |
- |
254,073 |
5.04.01 |
Capital increase |
167 |
250,599 |
- |
- |
- |
250,766 |
5.04.03 |
Stock option plan |
- |
2,592 |
- |
- |
- |
2,592 |
5.04.05 |
Treasury shares sold |
- |
2,033 |
- |
(1,318) |
- |
715 |
5.05 |
Total of comprehensive income (loss) |
- |
- |
- |
(122,509) |
- |
(122,509) |
5.05.01 |
Net income (loss) for the period |
- |
- |
- |
(122,509) |
- |
(122,509) |
5.07 |
Closing balance |
2,521,319 |
311,583 |
- |
(1,962,650) |
- |
870,252 |
9
INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 01/01/2017 TO 09/30/2017 (in thousands of Brazilian reais) | |||||||
CODE |
DESCRIPTION |
Capital |
Capital reserves, stock options and treasury shares |
Profit reserves |
Retained earnings |
Other comprehensive income |
Total Equity |
5.01 |
Opening balance |
2,740,662 |
49,424 |
- |
(861,761) |
- |
1,928,325 |
5.03 |
Opening adjusted balance |
2,740,662 |
49,424 |
- |
(861,761) |
- |
1,928,325 |
5.04 |
Capital transactions with shareholders |
(219,510) |
3,233 |
- |
(107,720) |
- |
(323,997) |
5.04.03 |
Stock option plan |
- |
2,916 |
- |
- |
- |
2,916 |
5.04.04 |
Treasury shares acquired |
- |
317 |
- |
- |
- |
317 |
5.04.08 |
Capital reduction |
(219,510) |
- |
- |
(107,720) |
- |
(323,997) |
5.05 |
Total comprehensive income (loss) |
- |
- |
- |
(387,242) |
- |
(387,242) |
5.05.01 |
Net income (loss) for the period |
- |
- |
- |
(387,242) |
- |
(387,242) |
5.07 |
Closing balance |
2,521,152 |
52,657 |
- |
(1,356,723) |
- |
1,217,086 |
10
INDIVIDUAL STATEMENT OF VALUE ADDED (in thousands of Brazilian Reais) | |||
CODE |
DESCRIPTION |
YEAR TO DATE 01/01/2018 to 09/30/2018 |
PREVIOUS YEAR TO DATE 01/01/2017 to 09/30/2017 |
7.01 |
Revenue |
745,595 |
359,722 |
7.01.01 |
Real estate development, sales and services |
726,559 |
377,489 |
7.01.04 |
Allowance for doubtful accounts |
19,036 |
(17,767) |
7.02 |
Inputs acquired from third parties |
(533,950) |
(278,707) |
7.02.01 |
Cost of sales and/or service |
(442,945) |
(295,990) |
7.02.02 |
Materials, energy, outsourced labor and other |
(91,005) |
(80,892) |
7.02.04 |
Other |
- |
98,175 |
7.02.04.01 |
Result of discontinued operations |
- |
98,175 |
7.03 |
Gross value added |
211,645 |
81,015 |
7.04 |
Retentions |
(14,550) |
(25,337) |
7.04.01 |
Depreciation and amortization |
(14,550) |
(25,337) |
7.05 |
Net value added produced by the Company |
197,095 |
55,678 |
7.06 |
Added value received through transfer |
(27,258) |
(155,008) |
7.06.01 |
Income from equity method investments |
(41,945) |
(175,860) |
7.06.02 |
Financial income |
14,687 |
20,852 |
7.07 |
Total value added to be distributed |
169,837 |
(99,330) |
7.08 |
Value added distribution |
169,837 |
(99,330) |
7.08.01 |
Personnel and payroll charges |
51,597 |
63,447 |
7.08.01.01 |
Direct remuneration |
51,597 |
63,447 |
7.08.02 |
Taxes and contributions |
76,694 |
43,653 |
7.08.02.01 |
Federal |
76,694 |
43,653 |
7.08.03 |
Compensation – Interest |
164,055 |
180,812 |
7.08.03.01 |
Interest |
160,384 |
177,836 |
7.08.03.02 |
Rent |
3,671 |
2,976 |
7.08.04 |
Compensation – Company capital |
(122,509) |
(387,242) |
7.08.04.03 |
Net income (retained losses) |
(122,509) |
(387,242) |
11
CONSOLIDATED FINANCIAL STATEMENTS - BALANCE SHEET - ASSETS (in thousands of Brazilian Reais) | |||
CODE |
DESCRIPTION |
CURRENT QUARTER 09/30/2018 |
PRIOR YEAR 12/31/2017 |
1 |
Total assets |
2,867,551 |
2,878,138 |
1.01 |
Current assets |
1,763,850 |
1,732,925 |
1.01.01 |
Cash and cash equivalents |
7,931 |
28,527 |
1.01.01.01 |
Cash and banks |
7,931 |
28,527 |
1.01.02 |
Short-term investments |
186,515 |
118,935 |
1.01.02.01 |
Fair value of short-term investments |
186,515 |
118,935 |
1.01.03 |
Accounts receivable |
569,166 |
484,761 |
1.01.03.01 |
Trade accounts receivable |
569,166 |
484,761 |
1.01.03.01.01 |
Receivables from clients of developments |
545,810 |
469,843 |
1.01.03.01.02 |
Receivables from clients of construction and services rendered |
23,356 |
14,918 |
1.01.04 |
Inventory |
858,726 |
882,189 |
1.01.04.01 |
Properties for sale |
858,726 |
882,189 |
1.01.07 |
Prepaid expenses |
3,184 |
5,535 |
1.01.07.01 |
Prepaid expenses and other |
3,184 |
5,535 |
1.01.08 |
Other current assets |
138,328 |
212,978 |
1.01.08.01 |
Non-current assets for sale |
34,212 |
102,352 |
1.01.08.03 |
Other |
104,116 |
110,626 |
1.01.08.03.01 |
Other accounts receivable and other |
38,488 |
58,332 |
1.01.08.03.02 |
Receivables from related parties |
- |
404 |
1.01.08.03.03 |
Derivative financial instruments |
65,628 |
51,890 |
1.02 |
Non-current assets |
1,103,701 |
1,145,213 |
1.02.01 |
Non-current assets |
595,216 |
625,465 |
1.02.01.04 |
Accounts receivable |
214,405 |
199,317 |
1.02.01.04.01 |
Receivables from clients of developments |
214,405 |
199,317 |
1.02.01.05 |
Inventory |
263,937 |
339,797 |
1.02.01.05.01 |
Properties for sale |
263,937 |
339,797 |
1.02.01.10 |
Other non-current assets |
116,874 |
86,351 |
1.02.01.10.03 |
Other assets |
90,253 |
64,172 |
1.02.01.10.04 |
Receivables from related parties |
26,621 |
22,179 |
1.02.02 |
Investments |
465,438 |
479,126 |
1.02.02.01 |
Interest in associates and affiliates |
465,438 |
479,126 |
1.02.03 |
Property and equipment |
24,827 |
22,342 |
1.02.03.01 |
Operation property and equipment |
24,827 |
22,342 |
1.02.04 |
Intangible assets |
18,220 |
18,280 |
1.02.04.01 |
Intangible assets |
18,220 |
18,280 |
12
CONSOLIDATED FINANCIAL STATEMENTS - BALANCE SHEET - LIABILITIES AND EQUITY (in thousands of Brazilian Reais) | |||
CODE |
DESCRIPTION |
CURRENT QUARTER 09/30/2018 |
PRIOR YEAR 12/31/2017 |
2 |
Total liabilities |
2,867,551 |
2,878,138 |
2.01 |
Current liabilities |
807,523 |
1,213,686 |
2.01.01 |
Social and labor obligations |
34,864 |
27,989 |
2.01.01.02 |
Labor obligations |
34,864 |
27,989 |
2.01.02 |
Suppliers |
106,363 |
98,662 |
2.01.03 |
Tax obligations |
56,822 |
46,430 |
2.01.03.01 |
Federal tax obligations |
56,822 |
46,430 |
2.01.04 |
Loans and financing |
201,367 |
569,250 |
2.01.04.01 |
Loans and financing |
170,171 |
481,073 |
2.01.04.01.01 |
In local currency |
170,171 |
481,073 |
2.01.04.02 |
Debentures |
31,196 |
88,177 |
2.01.05 |
Other obligations |
329,940 |
355,041 |
2.01.05.01 |
Payables to related parties |
60,456 |
63,197 |
2.01.05.02 |
Other |
269,484 |
291,844 |
2.01.05.02.04 |
Obligations related to purchases of properties and advances from customers |
145,468 |
156,457 |
2.01.05.02.06 |
Other payables |
97,075 |
104,386 |
2.01.05.02.07 |
Obligations assumed on the assignment of receivables |
26,941 |
31,001 |
2.01.06 |
Provisions |
78,167 |
116,314 |
2.01.06.01 |
Tax, labor and civil lawsuits |
78,167 |
116,314 |
2.01.06.01.01 |
Tax lawsuits |
637 |
194 |
2.01.06.01.02 |
Labor lawsuits |
21,711 |
19,300 |
2.01.06.01.04 |
Civil lawsuits |
55,819 |
96,820 |
2.02 |
Non-current liabilities |
1,188,073 |
905,048 |
2.02.01 |
Loans and financing |
758,977 |
535,648 |
2.02.01.01 |
Loans and financing |
508,848 |
416,112 |
2.02.01.01.01 |
Loans and financing in local currency |
508,848 |
416,112 |
2.02.01.02 |
Debentures |
250,129 |
119,536 |
2.02.02 |
Other obligations |
256,066 |
212,864 |
2.02.02.02 |
Other |
256,066 |
212,864 |
2.02.02.02.03 |
Obligations related of purchases of properties and advances from customers |
207,765 |
152,377 |
2.02.02.02.04 |
Other payables |
10,587 |
7,095 |
2.02.02.02.06 |
Obligations assumed on the assignment of receivables |
37,714 |
53,392 |
2.02.03 |
Deferred taxes |
74,473 |
74,473 |
2.02.03.01 |
Deferred income tax and social contribution |
74,473 |
74,473 |
2.02.04 |
Provisions |
98,557 |
82,063 |
2.02.04.01 |
Tax, labor and civil lawsuits |
98,557 |
82,063 |
2.02.04.01.01 |
Tax lawsuits |
0 |
565 |
2.02.04.01.02 |
Labor lawsuits |
34,499 |
39,682 |
2.02.04.01.04 |
Civil lawsuits |
64,058 |
41,816 |
2.03 |
Equity |
871,955 |
759,404 |
2.03.01 |
Capital |
2,521,319 |
2,521,152 |
2.03.02 |
Capital reserves |
311,583 |
56,359 |
2.03.02.05 |
Treasury shares |
(27,057) |
(29,089) |
2.03.02.07 |
Constitution of capital reserve |
250,599 |
- |
2.03.02.09 |
Reserve for granting of stock options |
88,041 |
85,448 |
2.03.05 |
Retained earnings/accumulated losses |
(1,962,650) |
(1,821,954) |
2.03.09 |
Non-controlling interest |
1,703 |
3,847 |
13
CONSOLIDATED FINANCIAL STATEMENTS - INCOME - (in thousands of Brazilian Reais) |
|||||
CODE |
DESCRIPTION |
CUURENT QUARTER 07/01/2018 to 09/30/2018 |
YEAR TO DATE 01/01/2018 to 09/30/2018 |
SAME QUARTER OF PREVIOUS YEAR 07/01/2017 to 09/30/2017 |
PREVIOUS YEAR TO DATE 01/01/2017 to 09/30/2017 |
3.01 |
Gross sales and/or services |
252,306 |
767,974 |
160,325 |
444,117 |
3.01.01 |
Revenue from real estate development |
275,231 |
838,972 |
173,520 |
480,398 |
3.01.03 |
Taxes on real estate sales and services |
(22,925) |
(70,998) |
(13,195) |
(36,281) |
3.02 |
Cost of sales and/or services |
(203,560) |
(623,542) |
(167,956) |
(483,318) |
3.02.01 |
Cost of real estate development |
(203,560) |
(623,542) |
(167,956) |
(483,318) |
3.03 |
Gross profit |
48,746 |
144,432 |
(7,631) |
(39,201) |
3.04 |
Operating expenses/income |
(66,822) |
(208,317) |
(129,829) |
(361,644) |
3.04.01 |
Selling expenses |
(20,653) |
(73,042) |
(22,929) |
(63,169) |
3.04.02 |
General and administrative expenses |
(22,300) |
(61,841) |
(21,441) |
(68,548) |
3.04.05 |
Other operating expenses |
(23,971) |
(63,020) |
(18,408) |
(87,266) |
3.04.05.01 |
Depreciation and amortization |
(6,393) |
(15,518) |
(8,379) |
(25,962) |
3.04.05.02 |
Other operating expenses |
(17,578) |
(47,502) |
(10,029) |
(61,304) |
3.04.06 |
Income from equity method investments |
102 |
(10,414) |
(67,051) |
(142,661) |
3.05 |
Income (loss) before financial results and income taxes |
(18,076) |
(63,885) |
(137,460) |
(400,845) |
3.06 |
Financial |
(19,179) |
(58,211) |
(21,069) |
(83,019) |
3.06.01 |
Financial income |
6,130 |
15,211 |
6,604 |
23,680 |
3.06.02 |
Financial expenses |
(25,309) |
(73,422) |
(27,673) |
(106,699) |
3.07 |
Income before income taxes |
(37,255) |
(122,096) |
(158,529) |
(483,864) |
3.08 |
Income and social contribution taxes |
(670) |
(2,334) |
622 |
(1,673) |
3.08.01 |
Current |
(670) |
(2,334) |
622 |
(1,673) |
3.09 |
Income (loss) from continuing operations |
(37,925) |
(124,430) |
(157,907) |
(485,537) |
3.10 |
Income (loss) from discontinued operations |
- |
- |
- |
98,175 |
3.10.01 |
Net income (loss) from discontinued operations |
- |
- |
- |
98,175 |
3.11 |
Income (loss) for the period |
(37,925) |
(124,430) |
(157,907) |
(387,362) |
3.11.01 |
Income (loss) attributable to the Company |
(37,225) |
(122,509) |
(157,841) |
(387,242) |
3.11.02 |
Net income attributable to non-controlling interests |
(700) |
(1,921) |
(66) |
(120) |
3.99 |
Earnings per Share – (Reais / Share) |
- |
- |
- |
- |
3.99.01 |
Basic earnings per share |
- |
- |
- |
- |
3.99.01.01 |
ON |
(0.89247) |
(2.93716) |
(5.87343) |
(14.40969) |
3.99.02 |
Diluted earnings per share |
- |
- |
- |
- |
3.99.02.01 |
ON |
(0.89247) |
(2.93716) |
(5.87343) |
(14.40969) |
14
CONSOLIDATED FINANCIAL STATEMENTS - COMPREHENSIVE INCOME (LOSS) - (in thousands of Brazilian Reais) | |||||
CODE |
DESCRIPTION |
CURRENT QUARTER 07/01/2018 to 09/30/2018 |
YEAR TO DATE 01/01/2018 to 09/30/2018 |
SAME QUARTER OF PREVIOUS YEAR 07/01/2017 to 09/30/2017 |
PREVIOUS YEAR TO DATE 01/01/2017 to 09/30/2017 |
4.01 |
Consolidated income (loss) for the period |
(37,925) |
(124,430) |
(157,907) |
(387,362) |
4.03 |
Consolidated comprehensive income (loss) for the period |
(37,925) |
(124,430) |
(157,907) |
(387,362) |
4.03.01 |
Income (loss) attributable to the Company |
(37,225) |
(122,509) |
(157,841) |
(387,242) |
4.03.02 |
Net income attributable to the non-controlling interests |
(700) |
(1,921) |
(66) |
(120) |
15
CONSOLIDATED FINANCIAL STATEMENTS - CASH FLOWS - INDIRECT METHOD - (in thousands of Brazilian Reais) | |||
CODE |
DESCRIPTION |
YEAR TO DATE 01/01/2018 to 09/30/2018 |
PREVIOUS YEAR TO DATE 01/01/2017 to 09/30/2017 |
6.01 |
Net cash from operating activities |
(26,940) |
200,941 |
6.01.01 |
Cash generated in the operations |
(98,389) |
(196,146) |
6.01.01.01 |
Income (loss) before income and social contribution taxes |
(122,096) |
(483,864) |
6.01.01.02 |
Income from equity method investments |
10,414 |
142,661 |
6.01.01.03 |
Stock option expenses |
1,912 |
2,898 |
6.01.01.04 |
Unrealized interest and finance charges, net |
10,229 |
46,975 |
6.01.01.05 |
Financial instruments |
(763) |
(790) |
6.01.01.06 |
Depreciation and amortization |
15,518 |
25,962 |
6.01.01.07 |
Provision for legal claims |
44,764 |
61,431 |
6.01.01.08 |
Provision for profit sharing |
3,795 |
9,394 |
6.01.01.09 |
Warranty provision |
(3,656) |
(7,439) |
6.01.01.11 |
Allowance for doubtful accounts |
(19,037) |
17,767 |
6.01.01.12 |
Provision for realization of non-financial assets - properties for sale |
(39,469) |
(11,141) |
6.01.02 |
Variations in assets and liabilities |
71,449 |
345,128 |
6.01.02.01 |
Trade accounts receivable |
(117,062) |
180,528 |
6.01.02.02 |
Properties for sale |
206,932 |
263,519 |
6.01.02.03 |
Other accounts receivable |
(9,364) |
(9,272) |
6.01.02.04 |
Prepaid expenses |
2,351 |
(2,978) |
6.01.02.05 |
Obligations for purchases of properties and advance from customers |
44,399 |
(26,900) |
6.01.02.06 |
Taxes and contributions |
10,392 |
(1,430) |
6.01.02.07 |
Suppliers |
8,530 |
10,520 |
6.01.02.08 |
Salaries and charges payable |
3,080 |
(8,887) |
6.01.02.09 |
Transactions with related parties |
(12,442) |
(22,906) |
6.01.02.10 |
Other obligations |
(63,033) |
(35,393) |
6.01.02.11 |
Income tax and social contribution payable |
(2,334) |
(1,673) |
6.01.03 |
Other |
- |
51,959 |
6.01.03.01 |
Net cash from operating activities related to discontinued operations |
- |
51,959 |
6.02 |
Net cash from investment activities |
(89,511) |
335,826 |
6.02.01 |
Purchases of property, equipment and intangible assets |
(17,943) |
(18,370) |
6.02.02 |
Increase in investments |
(3,988) |
1,294 |
6.02.03 |
Redemption of short-term investments |
882,542 |
851,218 |
6.02.04 |
Purchase of short-term investments |
(950,122) |
(756,944) |
6.02.07 |
Proceeds from the exercise of preemptive rights |
- |
219,510 |
6.02.08 |
Transaction costs |
- |
(9,545) |
6.02.09 |
Net cash from investing activities related to discontinued operations |
- |
48,663 |
6.03 |
Net cash from financing activities |
95,855 |
(414,964) |
6.03.01 |
Capital increase |
167 |
- |
6.03.02 |
Increase in loans, financing and debentures |
377,841 |
255,805 |
6.03.03 |
Payment of loans, financing and debentures |
(532,624) |
(721,076) |
6.03.06 |
Loan transactions with related parties |
(843) |
5,625 |
6.03.07 |
Payables to venture partners |
- |
(1,237) |
6.03.08 |
Disposal of treasury shares |
715 |
317 |
6.03.10 |
Assignment of receivables |
- |
21,513 |
6.03.11 |
Net cash from financing activities related to discontinued operations |
- |
24,089 |
6.03.12 |
Subscription and payment of common shares |
250,599 |
- |
6.04 |
Foreign exchange gains and losses on cash and cash equivalents |
- |
(124,711) |
6.05 |
Net increase (decrease) in cash and cash equivalents |
(20,596) |
(2,908) |
6.05.01 |
Cash and cash equivalents at the beginning of the period |
28,527 |
29,534 |
6.05.02 |
Cash and cash equivalents at the end of the period |
7,931 |
26,626 |
16
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 01/01/2018 TO 09/30/2018 (in thousands of Brazilian reais) | |||||||||
CODE |
DESCRIPTION |
Capital |
Capital reserves, stock options and treasury shares |
Profit reserves |
Retained earnings |
Other comprehensive income |
Total Shareholders’ equity |
Non controlling interest |
Total equity Consolidated |
5.01 |
Opening balance |
2,521,152 |
56,359 |
- |
(1,821,954) |
- |
755,557 |
3,847 |
759,404 |
5.02 |
Adjusted prior year |
- |
- |
- |
(16,869) |
- |
(16,869) |
- |
(16,869) |
5.02.01 |
Adoption of CPC 48 (IFRS 9) |
- |
- |
- |
(16,869) |
- |
(16,869) |
- |
(16,869) |
5.03 |
Opening adjusted balance |
2,521,152 |
56,359 |
- |
(1,838,823) |
- |
738,688 |
3,847 |
742,535 |
5.04 |
Capital transactions with shareholders |
167 |
255,224 |
- |
(1,318) |
- |
254,073 |
- |
254,073 |
5.04.01 |
Capital increase |
167 |
250,599 |
- |
- |
- |
250,766 |
- |
250,766 |
5.04.03 |
Stock option plan |
- |
2,592 |
- |
- |
- |
2,592 |
- |
2,592 |
5.04.05 |
Treasury shares sold |
- |
2,033 |
- |
(1,318) |
- |
715 |
- |
715 |
5.05 |
Total comprehensive income (loss) |
- |
- |
- |
(122,509) |
- |
(122,509) |
(1,921) |
(124,430) |
5.05.01 |
Net income (loss) for the period |
- |
- |
- |
(122,509) |
- |
(122,509) |
(1,921) |
(124,430) |
5.06 |
Reserves |
- |
- |
- |
- |
- |
- |
(223) |
(223) |
5.06.01 |
Constitution of reserves |
- |
- |
- |
- |
- |
- |
(223) |
(223) |
5.07 |
Closing balance |
2,521,319 |
311,583 |
- |
(1,962,650) |
- |
870,252 |
1,703 |
871,955 |
17
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 01/01/2017 TO 09/30/2017 (in thousands of Brazilian reais) | |||||||||
CODE |
DESCRIPTION |
Capital |
Capital reserves, stock options and treasury shares |
Profit reserves |
Retained earnings |
Other comprehensive income |
Total Shareholders’ equity |
Non controlling interest |
Total equity Consolidated |
5.01 |
Opening balance |
2,740,662 |
49,424 |
- |
(861,761) |
- |
1,928,325 |
2,128 |
1,930,453 |
5.03 |
Opening adjusted balance |
2,740,662 |
49,424 |
- |
(861,761) |
- |
1,928,325 |
2,128 |
1,930,453 |
5.04 |
Capital transactions with shareholders |
(219,510) |
3,233 |
- |
(107,720) |
- |
(323,997) |
- |
(323,997) |
5.04.03 |
Stock option plan |
- |
2,916 |
- |
- |
- |
2,916 |
- |
2,916 |
5.04.05 |
Treasury shares sold |
- |
317 |
- |
- |
- |
317 |
- |
317 |
5.04.08 |
Capital reduction |
(219,510) |
- |
- |
(107,720) |
- |
(327,230) |
- |
(327,230) |
5.05 |
Total of comprehensive income (loss) |
- |
- |
- |
(387,242) |
- |
(387,242) |
(120) |
(387,362) |
5.05.01 |
Net income (loss) for the period |
- |
- |
- |
(387,242) |
- |
(387,242) |
(120) |
(387,362) |
5.07 |
Closing balance |
2,521,152 |
52,657 |
- |
(1,356,723) |
- |
1,217,086 |
2,008 |
1,219,094 |
18
CONSOLIDATED STATEMENT OF VALUE ADDED (in thousands of Brazilian Reais) |
|||
CODE |
DESCRIPTION |
YEAR TO DATE 01/01/2018 to 09/30/2018 |
PREVIOUS YEAR TO DATE 01/01/2017 to 09/30/2017 |
7.01 |
Revenue |
838,972 |
480,398 |
7.01.01 |
Real estate development, sales and services |
836,804 |
498,165 |
7.01.04 |
Allowance for doubtful accounts |
2,168 |
(17,767) |
7.02 |
Inputs acquired from third parties |
(627,853) |
(397,028) |
7.02.01 |
Cost of sales and/or services |
(524,145) |
(392,201) |
7.02.02 |
Materials, energy, outsourced labor and other |
(103,708) |
(103,002) |
7.02.04 |
Other |
- |
98.175 |
7.02.04.01 |
Result of discontinued operation |
- |
98.175 |
7.03 |
Gross value added |
211,119 |
83,370 |
7.04 |
Retentions |
(15,518) |
(25,962) |
7.04.01 |
Depreciation and amortization |
(15,518) |
(25,962) |
7.05 |
Net value added produced by the Company |
195,601 |
57,408 |
7.06 |
Value added received through transfer |
4,797 |
(118,981) |
7.06.01 |
Income from equity method investments |
(10,414) |
(142,661) |
7.06.02 |
Financial income |
15,211 |
23,680 |
7.07 |
Total value added to be distributed |
200,398 |
(61,573) |
7.08 |
Value added distribution |
200,398 |
(61,573) |
7.08.01 |
Personnel and payroll charges |
60,102 |
72,061 |
7.08.01.01 |
Direct remuneration |
60,102 |
72,061 |
7.08.02 |
Taxes and contributions |
85,378 |
51,393 |
7.08.02.01 |
Federal |
85,378 |
51,393 |
7.08.03 |
Compensation – Interest |
177,427 |
202,215 |
7.08.03.01 |
Interest |
172,819 |
197,816 |
7.08.03.02 |
Rent |
4,608 |
4,399 |
7.08.04 |
Compensation – Company capital |
(122,509) |
(387,242) |
7.08.04.03 |
Net income (retained losses) |
(122,509) |
(387,242) |
19
FOR IMMEDIATE RELEASE - São Paulo, November 8, 2018 – Gafisa S.A. (B3: GFSA3; NYSE: GFA), one of Brazil’s leading homebuilders, today reported its financial results for the third quarter ended September 30, 2018.
GAFISA ANNOUNCES
3Q18 RESULTS
Conference Call
► 11:00 a.m. Brasília time In Portuguese +55 (11) 3127-4971 / 3728-5971 (Brazil) Code: Gafisa
► 8:30 a.m. US EST In English (simultaneous translation from Portuguese) +1 516 300-1066 (USA) Code: Gafisa
Webcast: www.gafisa.com.br/ri
Replay: +55 (11) 3127-4999 Portuguese: 35492815 English: 40262218
Shares GFSA3 – B³ GFA – NYSE Total outstanding shares: 44,757,914¹ Average Daily Traded Volume (3Q18): R$11.9 million ¹including 871,664 treasury shares
|
As management was elected on 09/28/18, it is therefore not liable for 3Q18 operations and results, and hereby releases its first report. Firstly, over the past 40 days, our priority was to cut costs, processes and contracts, and optimize our structure. Specifically, we reduced our workforce by 50%, which will amount to R$36 million/year savings, which includes the Rio de Janeiro branch shutdown. From now on, we will concentrate our efforts solely on the region of São Paulo, Brazil’s largest market. In addition, we proposed to our shareholders to transfer the Company's headquarters from São Paulo to São Caetano do Sul, at Gafisa’s owned property, which, besides sheltering our operations, will save R$4.7 million/year on office lease costs. In addition to our focus on cost-cutting initiatives, the new management is pursuing innovation to Gafisa’s business model, highlighting as short-term actions: (i) the launch of Gafisa Serviços (Gafisa Services), which offers post-warranty services, house-up (customization of unit to be delivered according to customer’s needs) and rental of residential and commercial units, owned and third-party units, and (ii) the setup of an Innovation Committee, headed by Mr. Pedro Carvalho de Melo, one of our independent board members, and comprised of other four executives of the Company, representing the areas of building sites, new business, and sales. Mr. Melo is the academic coordinator of FGV/IDE's international programs and the chairman of Gafisa’s Audit Committee. For the fourth quarter, we have already directed our efforts toward selling existing inventory. As to launches, new management will prioritize more profitable projects with higher market acceptance. To subpsort the Company’s recovery in the upcoming years, we are analyzing funding alternatives. Over the next few months, we will be working on the Business Plan for the next two years, which will be released to the market in due course. Our objective is to continue adjusting the Company's business model, driving solid performance which creates value for shareholders and stakeholders.
Ana Recart CEO, CFO and Investor Relations Officer |
20
Table 1 - Operational Performance (R$ 000)
3Q18 |
2Q18 |
Q/Q (%) |
3Q17 |
Y/Y (%) |
9M18 |
9M17 |
Y/Y (%) | |
Launches |
71,144 |
399,875 |
-82.2% |
463,841 |
-84.7% |
609,734 |
463,841 |
31.5% |
Gross Sales |
188,125 |
405,858 |
-53.6% |
438,429 |
-57.1% |
887,443 |
914,834 |
-3.0% |
Cancellations |
(51,661) |
(59,912) |
-13.8% |
(84,390) |
-47.3% |
(169,276) |
(316,251) |
-46.5% |
Pre-Sales |
136,464 |
345,946 |
-60.6% |
354,039 |
-61.5% |
718,167 |
598,583 |
20.0% |
Net Sales over Subpsly (SoS) |
9.4% |
19.9% |
-10.5 bps |
18.3% |
-8.9 bps |
35.3% |
27.5% |
7.8 bps |
Delivery PSV |
346,009 |
300,991 |
15.0% |
75,227 |
360.0% |
647,001 |
820,153 |
-21.1% |
Inventories |
1,318,698 |
1,395,626 |
-5.5% |
1,581,402 |
-16.6% |
1,318,698 |
1,581,402 |
-16.6% |
Table 2 – Financial Performance (R$ 000)
3Q18 |
2Q18 |
Q/Q (%) |
3Q17 |
Y/Y (%) |
9M18 |
9M17 |
Y/Y (%) | |
Net Revenue |
252,306 |
302,271 |
-16.5% |
160,325 |
57.4% |
767,974 |
444,117 |
72.9% |
Adjusted Gross Profit |
80,330 |
104,366 |
-23.0% |
18,686 |
329.9% |
243,829 |
51,916 |
369.7% |
Adjusted Gross Margin 1 |
31.8% |
34.5% |
-2.7 bps |
11.7% |
20.1 bps |
31.7% |
11.7% |
20.0 bps |
Adjusted EBITDA |
20,535 |
29,164 |
-29.6% |
(44,199) |
-146.5% |
52,942 |
(156,582) |
-133.8% |
Adjusted EBITDA Margin² |
8.1% |
9.6% |
-1.5 bps |
-27.6% |
35.7 bps |
6.9% |
-35.3% |
42.2 bps |
Net Income |
(37,225) |
(29,359) |
26.8% |
(157,841) |
-76.4% |
(122,509) |
(485,417) |
-74.8% |
Backlog Revenues |
587,344 |
701,634 |
-16.3% |
630,168 |
-6.8% |
587,344 |
630,168 |
-6.8% |
Backlog Results ³ |
215,778 |
262,828 |
-17.9% |
220,174 |
-2.0% |
215,778 |
220,174 |
-2.0% |
Backlog Results Margin ³ 5 |
36.7% |
37.5% |
-0.8 bps |
34.9% |
1.8 bps |
36.7% |
34.9% |
1.8 bps |
Net Debt |
765,898 |
751,873 |
1.9% |
1,063,274 |
-28.0% |
765,898 |
1,063,274 |
-28.0% |
Cash and Cash Equivalents 4 |
194,446 |
212,897 |
-8.7% |
155,998 |
24.6% |
194,446 |
155,998 |
24.6% |
Equity + Minority Shareholders |
871,955 |
908,570 |
-4.0% |
1,221,093 |
-28.6% |
871,955 |
1,221,093 |
-28.6% |
(Net Debt – Proj. Fin.) / (Equity + Minorit.) |
22.7% |
17.3% |
5.4 bps |
12.7% |
10.0 bps |
22.7% |
12.7% |
10.0 bps |
¹ Adjusted by capitalized interests;
² Adjusted by stock option plan expenses (non-cash), minority shareholders;
³ Backlog results net of PIS/COFINS taxes (3.65%) and excluding the impact of PVA (Present Value Adjustment) method according to Law No. 11.638.
4 Cash and cash equivalents, and marketable securities.
21
Table 3 - Operational Performance (R$ 000)
3Q18 |
2Q18 |
Q/Q (%) |
3Q17 |
Y/Y (%) |
9M18 |
9M17 |
Y/Y (%) | |
Launches |
71,144 |
399,875 |
-82.2% |
463,841 |
-84.7% |
609,734 |
463,841 |
31.5% |
Gross Sales |
188,125 |
405,858 |
-53.6% |
438,429 |
-57.1% |
887,443 |
914,834 |
-3.0% |
Cancellations |
(51,661) |
(59,912) |
-13.8% |
(84,390) |
-47.3% |
(169,276) |
(316,251) |
-46.5% |
Pre-Sales |
136,464 |
345,946 |
-60.6% |
354,039 |
-61.5% |
718,167 |
598,583 |
20.0% |
Sales over Subpsly (SoS) |
9.4% |
19.9% |
-10.5 bps |
18.3% |
-8.9 bps |
35.3% |
27.5% |
7.8 bps |
Delivery PSV |
346,009 |
300,991 |
15.0% |
75,227 |
360.0% |
647,001 |
820,153 |
-21.1% |
The Company launched one project in the quarter, the Vision Pinheiros, in the city of São Paulo, with total PSV of R$71.1 million. Launch volume in 9M18 reached R$609.7 million, 31.5% higher than the same period last year.
*It considers 9M18
Table 4 - Launches (R$ 000)
Project |
City |
Period |
PSV |
Upside Pinheiros |
São Paulo/SP |
1Q18 |
138,715 |
Upside Paraíso |
São Paulo/SP |
2Q18 |
147,949 |
Belvedere Lorian |
Osasco/SP |
2Q18 |
165,130 |
MOOV Belém |
São Paulo/SP |
2Q18 |
86,797 |
Vision Pinheiros |
São Paulo/SP |
3Q18 |
71,144 |
TOTAL |
|
|
609,734 |
22
Sales
In 3Q18, gross sales totaled R$188.1 million. Lower sales volume in the period, versus 2Q18 and 3Q17, is due to: (i) heightened political uncertainty, which resulted in an economic slowdown and drop in consumer confidence and (ii) lower volume of launches in the period. It is also worth mentioning that the Vision Pinheiros project was launched on September 29, last weekend of September, with many in-progress sales negotiations that will be included in fourth quarter results. In 9M18, gross sales totaled R$887.4 million versus R$914.5 million in 9M17.
Cancellations came to R$51.7 million in 3Q18, 13.8% lower than in 2Q18, and a sharp drop of 47.3% compared to 3Q17, despite a significant volume of projects delivered in the quarter. Cancellations performance year to date also reflects this downward trend, reaching R$169.3 million in 9M18. The average monthly Cancellations decreased from R$35.1 million in 9M17 to R$18.8 million in 9M18.
The net pre-sales totaled R$136.5 million in 3Q18. In 9M18, net pre-sales came to R$718.2 million, 20% higher than in 9M17.
23
Inventory (Property for Sale)
Inventory at market value was R$1,318.7 million in 3Q18, down 5.5% quarter-over-quarter. Year-over-year the reduction was 16.6%.
Table 5 – Inventory at Market Value 3Q18 x 2Q18 (R$ 000)
|
Inventories EoP 2Q18 |
Launches |
Cancellations |
Gross Sales |
Adjustements¹ |
Inventories EoP 3Q18 |
Q/Q(%) |
São Paulo |
1,148,760 |
71,144 |
35,557 |
(160,909) |
(2,739) |
1,091,812 |
-5.0% |
Rio de Janeiro |
191,798 |
- |
13,522 |
(19,677) |
(9,047) |
176,596 |
-7.9% |
Other Markets |
55,068 |
- |
2,583 |
(7,539) |
178 |
50,290 |
-8.7% |
Total |
1,395,626 |
71,144 |
51,661 |
(188,125) |
(11,608) |
1,318,698 |
-5.5% |
¹ Adjustments reflect the updates related to the project scope, launch date and pricing update in the period.
24
The inventory of finished units fell from R$499.8 million (35.8% of total inventory) in 2Q18 to R$434.2 million in 3Q18 (32.9% of total).
From the total finished units, 47.6% are commercial projects. This percentage is due to lower sales speed in this segment, which has lower liquidity.
Table 6 – Inventory at Market Value – Financial Progress – POC - (R$ 000)
|
Not Initiated |
Up to 30% built |
30% to 70% built |
More than 70% built |
Finished Units |
Total 3Q18 |
São Paulo |
196,458 |
80,553 |
364,214 |
219,628 |
230,959 |
1,091,812 |
Rio de Janeiro |
- |
- |
- |
5,188 |
171,408 |
176,596 |
Other Markets |
- |
- |
18,478 |
- |
31,812 |
50,290 |
Total |
196,458 |
80,553 |
382,692 |
224,815 |
434,180 |
1,318,698 |
The Company delivered three projects with total PSV of R$346.0 million, 15.0% higher than in 3Q17. As of September 30, 2018, Gafisa was managing the construction of 19 projects, all of which are on schedule.
Over the past few years, the Company has been taking steps to improve the receivables/transfer process, aiming at maximizing the return rates on capital employed in the projects. Currently, the Company’s guideline is to conclude the transfer process of 90% of eligible units within 90 days after project delivery.
PSV transferred in 3Q18 climbed 69.8% to R$238.6 million quarter-over-quarter and 90.0% year-over-year, bolstered by an increase in PSV of projects delivered in the period. In 9M18, PSV transferred came to R$438.1 million, 19.6% higher than in 9M17, due to a lower PSV volume of deliveries this year.
Table 7 – Transfer
|
3Q18 |
2Q18 |
Q/Q (%) |
3Q17 |
Y/Y (%) |
9M18 |
9M17 |
Y/Y (%) |
PSV Transferred ¹ |
238,644 |
140,505 |
69.8% |
125,609 |
90.0% |
438,147 |
366,392 |
19.6% |
Delivered Projects |
3 |
5 |
-40.0% |
1 |
200.0% |
8 |
8 |
0.0% |
Delivery Units |
780 |
1,025 |
-23.9% |
296 |
163.5% |
1,805 |
1,890 |
-4.5% |
Delivered PSV ² |
346,009 |
300,991 |
15.0% |
75,227 |
360.0% |
647,001 |
820,153 |
-21.1% |
¹ PSV transferred refers to the potential sales value of the units transferred to financial institutions;
² PSV = Potential sales value of delivered units.
The Company’s landbank, with an estimated PSV of R$3.9 billion, represents 33 potential projects/phases which have been revised by the new management.
Aproximately 58.3% of land was acquired through swaps in the quarter. In 3Q18, Gafisa acquired three new land areas in its strategic market (São Paulo), with potential PSV of R$324.4 million. The physical swap of these land acquisitions accounted for 79% of total purchase.
25
Table 8 - Landbank (R$ 000)
|
PSV |
% Swap Total |
% Swap Units |
% Swap Financial |
Potential Units |
Potential |
São Paulo |
2,645,527 |
55.5% |
51.2% |
4.3% |
5,804 |
6,470 |
Rio de Janeiro |
1,273,603 |
62.5% |
62.5% |
0.0% |
1,712 |
1,712 |
Total |
3,919,130 |
58.3% |
55.7% |
2.6% |
7,516 |
8,182 |
¹ The swap percentage is measured compared to the historical cost of land acquisition.
² Potential units are net of swaps and refer to Gafisa’s and/or its partners’ interest in the project.
Table 9 – Changes in the Landbank (3Q18 x 2Q18 - R$ 000)
|
Initial Landbank |
Land Acquisition |
Launches |
Cancellations |
Adjustments |
Final Landbank |
São Paulo |
2,386,018 |
324,439 |
71,144 |
- |
6,214 |
2,645,527 |
Rio de Janeiro |
1,353,466 |
- |
- |
79,863 |
- |
1,273,603 |
Total |
3,739,484 |
324,439 |
71,144 |
79,863 |
6,214 |
3,919,130 |
FINANCIAL RESULTS
Net revenues increased to R$252.3 million in 3Q18, up by 57.4% from 3Q17.The revenue contribution from projects launched from 2016 to 2017 were boosted by higher work evolution in the period. The MOOV Belém and Upside Pinheiros projects launched in 2Q18 contributed R$78 million revenue in the quarter.
Table 10 – Revenue Recognition (R$ 000)
|
3Q18 |
3Q17 | ||||||
Launches |
Pre-Sales |
% |
Revenue |
% Revenue |
Pre-Sales |
% |
Revenue |
% Revenue |
2018 |
26,109 |
19.1% |
81,694 |
32.4% |
- |
0.0% |
- |
0.0% |
2017 |
27,290 |
20.0% |
52,958 |
21.0% |
224,814 |
63.5% |
- |
0.0% |
2016 |
29,067 |
21.3% |
83,723 |
33.2% |
27,258 |
7.7% |
19,555 |
12.2% |
2015 |
35,017 |
25.7% |
44,362 |
17.6% |
40,346 |
11.4% |
73,627 |
45.9% |
<2014 |
18,981 |
13.9% |
(10,431) |
-4.1% |
61,620 |
17.4% |
67,143 |
41.9% |
Total |
136,464 |
100% |
252,307 |
100.0% |
354,039 |
100% |
160,324 |
100.0% |
SP + RJ |
131,507 |
96.4% |
253,513 |
100.5% |
349,248 |
98.6% |
160,757 |
100.3% |
Other Markets |
4,956 |
3.6% |
(23,735) |
-9.4% |
4,791 |
1.4% |
(433) |
-0.3% |
Gafisa’s adjusted gross profit totaled R$80.3 million in 3Q18, 329.9% higher than in 3Q17, due to sales of projects with better margins. In 9M18, such growth was 369.7% higher than in 9M17, totaling R$243.8 million.
Adjusted gross margin in 3Q18 was 31.8%, 2,018 bps higher than in 3Q17. This margin gain is also reflected in the year-over-year comparison, 31.7% in 9M18.
26
Table 11 – Gross Margin (R$ 000)
|
3Q18 |
2Q18 |
Q/Q (%) |
3Q17 |
Y/Y (%) |
9M18 |
9M17 |
Y/Y (%) |
Net Revenue |
252,306 |
302,271 |
-16.5% |
160,325 |
57.4% |
767,974 |
444,117 |
72.9% |
Gross Profit |
48,746 |
72,824 |
-33.1% |
(7,631) |
738.8% |
144,432 |
(39,201) |
468.4% |
Gross Margin |
19.3% |
24.1% |
-4.8 bps |
-4.8% |
24.1 bps |
18.8% |
-8.8% |
27.6 bps |
(-) Financial Costs |
31,584 |
31,542 |
0.1% |
26,317 |
20.0% |
99,397 |
91,117 |
9.1% |
Adjusted Gross Profit 1 |
80,330 |
104,366 |
-23.0% |
18,686 |
329.9% |
243,829 |
51,916 |
369.7% |
Adjusted Gross Margin 1 |
31.8% |
34.5% |
-2.7 bps |
11.7% |
20.1 bps |
31.7% |
11.7% |
20.0 bps |
¹ Adjusted by capitalized interests.
Selling, General and Administrative Expenses (SG&A)
General and administrative expenses totaled R$22.3 million in 3Q18, 7.0% higher than in 2Q18. This increase
is mainly due to a provision for severance pay to the former executive board in September 2018. However, in 9M18, we saw a 9.8% decrease, in line with cost-saving measures.
In 3Q18, selling expenses were 26.5% and 9.9% lower than in 2Q18 and 3Q17, respectively, due to lower commission and launch expenses in the period. By contrast, in the 9M18 vs 9M17 comparison, higher volume of launches increased selling expenses by 15.6% to R$73.0 million.
Therefore, selling, general and administrative expenses came to R$43.0 million in 3Q18 and R$134.9 million in 9M18.
Table 12 – SG&A Expenses (R$ 000)
|
3Q18 |
2Q18 |
Q/Q (%) |
3Q17 |
Y/Y (%) |
9M18 |
9M17 |
Y/Y (%) |
Selling Expenses |
(20,653) |
(28,110) |
-26.5% |
(22,929) |
-9.9% |
(73,042) |
(63,169) |
15.6% |
G&A Expenses |
(22,300) |
(20,845) |
7.0% |
(21,441) |
4.0% |
(61,841) |
(68,548) |
-9.8% |
Total SG&A Expenses |
(42,953) |
(48,955) |
-12.3% |
(44,370) |
-3.2% |
(134,883) |
(131,717) |
2.4% |
In 3Q18, other operating revenues/expenses totaled R$17.6 million, in line with 2Q18. The year-over-increase is mainly due to higher litigation expenses. In 9M18, however, other operating revenues/expenses came in 22.5% lower than in 9M17.
Table 13 – Other Operating Revenues/Expenses (R$ 000)
|
3Q18 |
2Q18 |
Q/Q (%) |
3Q17 |
Y/Y (%) |
9M18 |
9M17 |
Y/Y (%) |
Litigation Expenses |
(17,241) |
(15,747) |
9.5% |
(14,654) |
17.7% |
(44,764) |
(61,431) |
-27.1% |
Others |
(337) |
(1,972) |
-82.9% |
4,625 |
-107.3% |
(2,738) |
127 |
-2255.9% |
Total |
(17,578) |
(17,719) |
-0.8% |
(10,029) |
75.3% |
(47,502) |
(61,304) |
-22.5% |
27
Adjusted EBITDA totaled R$20.5 million in 3Q18 and R$52.9 million in 9M18, 133.8% higher than in 9M17.
Table 14 – Adjusted EBITDA (R$ 000)
|
3Q18 |
2Q18 |
Q/Q (%) |
3Q17 |
Y/Y (%) |
9M18 |
9M17 |
Y/Y (%) |
Net Income |
(37,225) |
(29,359) |
26.8% |
(157,841) |
76.4% |
(122,509) |
(387,242) |
-68.4% |
Discontinued Operation Result 1 |
- |
- |
0.0% |
- |
0.0% |
- |
98,175 |
-100.0% |
Adjusted Net Income1 |
(37,225) |
(29,359) |
26.8% |
(157,841) |
76.4% |
(122,509) |
(485,417) |
74.8% |
(+) Financial Results |
19,179 |
19,082 |
0.5% |
21,069 |
-9.0% |
58,211 |
83,019 |
-29.9% |
(+) Income Taxes |
670 |
1,432 |
-53.2% |
(622) |
207.6% |
2,333 |
1,673 |
39.5% |
(+) Depreciation and Amortization |
6,393 |
5,140 |
24.4% |
8,379 |
-23.7% |
15,518 |
25,962 |
-40.2% |
(+) Capitalized Interest |
31,584 |
31,542 |
0.1% |
26,317 |
20.0% |
99,397 |
91,117 |
9.1% |
(+) Expenses w Stock Option Plan |
634 |
1,369 |
-53.7% |
1,194 |
-46.9% |
1,912 |
2,898 |
-34.0% |
(+) Minority Shareholders |
(700) |
(42) |
1566.7% |
(66) |
959.1% |
(1,920) |
(120) |
1500.0% |
(+) AUSA Income Effect Adjusted |
- |
- |
0.0% |
57,371 |
-100.0% |
- |
124,286 |
-100.0% |
Adjusted EBITDA1 |
20,535 |
29,164 |
-29.6% |
(44,199) |
146.5% |
52,942 |
(156,582) |
133.8% |
¹ Sale of Tenda shares.
In 3Q18, financial result totaled a R$19.2 million expense, in line with 2Q18. When compared to 3Q17, financial result dropped 9% due to debt reduction. In 9M18, financial result was an expense of R$58.2 million, 29.9% lower than the same period last year.
In 3Q18, the Company posted a net loss of R$37.2 million, compared to a net loss of R$29.4 million in 2Q18 and R$100.5 million in 3Q17. For 9M18, net loss totaled R$122.5 million versus a net loss of R$361.1 million in 9M17.
Table 15 – Net Result (R$ 000)
|
3Q18 |
2Q18 |
Q/Q (%) |
3Q17 |
Y/Y (%) |
9M18 |
9M17 |
Y/Y (%) |
Net Revenue |
252,306 |
302,271 |
-16.5% |
160,325 |
57.4% |
767,974 |
444,117 |
72.9% |
Gross Profit |
48,746 |
72,824 |
-33.1% |
(7,631) |
-738.8% |
144,432 |
(39,201) |
-468.4% |
Gross Margin |
19.3% |
24.1% |
-4.8 bps |
-4.8% |
24.1 bps |
18.8% |
-8.8% |
27.6 bps |
Adjusted Gross Profit 1 |
80,330 |
104,366 |
-23.0% |
18,686 |
329.9% |
243,829 |
51,916 |
369.7% |
Adjusted Gross Margin |
31.8% |
34.5% |
-2.7 bps |
11.7% |
20.1 bps |
31.7% |
11.7% |
20.0 bps |
Adjusted EBITDA 2 |
20,535 |
29,164 |
-29.6% |
(44,199) |
-146.5% |
52,942 |
(156,582) |
-133.8% |
Adjusted EBITDA Margin |
8.1% |
9.6% |
-1.5 bps |
-27.6% |
35.7 bps |
6.9% |
-35.3% |
42.2 bps |
Income from Discontinued Operations 3 |
- |
- |
0.0% |
- |
0.0% |
- |
98,175 |
-100.0% |
Adjusted Net Income 4 |
(37,225) |
(29,359) |
26.8% |
(157,841) |
-76.4% |
(122,509) |
(485,417) |
-74.8% |
( - ) Equity income from Alphaville |
- |
- |
0.0% |
(57,371) |
-100.0% |
- |
(124,286) |
-100.0% |
Adjusted Net Result (ex-AUSA) |
(37,225) |
(29,359) |
26.8% |
(100,470) |
-62.9% |
(122,509) |
(361,131) |
-66.1% |
¹ Adjusted by capitalized interests;
² Adjusted by note 1, by expense with stock option plan (non-cash) and minority shareholders. EBITDA does not consider Alphaville's equity income;
³ Sale of Tenda shares;
4Adjusted by item 3.
28
The balance of backlog revenues totaled R$215.8 million in 3Q18, 17.9% lower than in 2Q18 and 2.0% lower year-over-year, both mainly due to revenue recognition of MOOV Belém and Upside Paraíso projects in the quarter.
Table 16 – Backlog Results (REF) (R$ 000)
|
3Q18 |
2Q18 |
Q/Q(%) |
3Q17 |
Y/Y(%) |
Backlog Revenues |
587,344 |
701,634 |
-16.3% |
630,168 |
-6.8% |
Backlog Costs (units sold) |
(371,566) |
(438,806) |
-15.3% |
(409,994) |
-9.4% |
Backlog Results |
215,778 |
262,828 |
-17.9% |
220,174 |
-2.0% |
Backlog Margin |
36.7% |
37.5% |
-0.8 bps |
34.9% |
1.8 bps |
Note: Backlog results net of PIS/COFINS taxes (3.65%) and excluding the impact of PVA (Present Value Adjustment) method according to Law No. 11.638.
Backlog results comprise the projects restricted by condition precedent.
29
Cash and Cash Equivalents and Marketable Securities
On September 30, 2018, cash and cash equivalents and marketable securities totaled R$194.4 million.
Receivables
At the end of 3Q18, total accounts receivables totaled R$1.4 billion, down 6.2% and 2.0% versus 2Q18 and 3Q17, respectively. Of this amount, R$783.5 million was already recognized on the balance sheet and $285.6 million is expected to be received in 2018.
Table 17 – Total Receivables (R$ 000)
|
3Q18 |
2Q18 |
Q/Q (%) |
3Q17 |
Y/Y (%) |
Receivables from developments (off balance sheet) |
609,594 |
728,214 |
-16.3% |
654,040 |
-6.8% |
Receivables from PoC- ST (on balance sheet) |
569,166 |
562,072 |
1.3% |
570,303 |
-0.2% |
Receivables from PoC- LT (on balance sheet) |
214,405 |
195,199 |
9.8% |
197,407 |
8.6% |
Total |
1,393,165 |
1,485,485 |
-6.2% |
1,421,750 |
-2.0% |
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.
Table 18 – Receivables Schedule (R$ 000)
|
Total |
2018 |
2019 |
2020 |
2021 |
2022 – and after |
Receivables from PoC |
783,571 |
285,602 |
312,306 |
114,576 |
65,019 |
6,068 |
Cash Generation
Cash generation was negative R$14.0 million in 3Q18. Excluding land payment expenses in the period of R$26.1 million, cash generation would have totaled R$12.1 million.
Table 19 –Cash Generation (R$ 000)
|
2Q18 |
3Q18 |
Availabilities 1 |
212,897 |
194,445 |
Change in Availabilities (1) |
7,959 |
-18,452 |
Total Debt + Investor Obligations |
964,770 |
960,344 |
Change in Total Debt + Investor Obligations (2) |
-18,698 |
-4,426 |
Capital Increase (3) |
- |
- |
Cash Generation in the period (1) - (2) - (3) |
26,657 |
-14,026 |
Final Accumulated Cash Generation |
-45,203 |
-59,229 |
¹ Cash and cash equivalents. and marketable securities.
30
Liquidity
In 3Q18, net debt reached R$765.9 million, down 28.0% year-over-year. The Company’s Net Debt/Shareholders’ Equity ratio at the end of 3Q18 was 87.8%.
Table 20 – Debt and Investor Obligations (R$ 000)
|
3Q18 |
2Q18 |
Q/Q (%) |
3Q17 |
Y/Y (%) |
Debentures - FGTS (A) |
- |
- |
0.0% |
154,830 |
-100.0% |
Debentures – Working Capital (B) |
281,325 |
223,663 |
25.8% |
127,424 |
120.8% |
Project Financing SFH – (C) |
567,696 |
594,917 |
-4.6% |
753,639 |
-24.7% |
Working Capital (D) |
111,323 |
146,190 |
-23.9% |
183,379 |
-39.3% |
Total Debt (A)+(B)+(C)+(D) = (E) |
960,344 |
964,770 |
-0.5% |
1,219,272 |
-21.2% |
Cash and Availabilities¹ (F) |
194,446 |
212,897 |
-8.7% |
155,998 |
24.6% |
Net Debt (E)-(F) = (G) |
765,898 |
751,873 |
1.9% |
1,063,274 |
-28.0% |
Equity + Minority Shareholders (H) |
871,955 |
908,570 |
-4.0% |
1,221,093 |
-28.6% |
(Net Debt) / (Equity) (G)/(H) = (I) |
87.8% |
82.8% |
4.9 bps |
87.1% |
0.7 bps |
(Net Debt – Proj. Fin.) / Equity (G)- ((A)+(C))/(H) = (J) |
22.7% |
17.3% |
5.4 bps |
12.7% |
10.0 bps |
¹ Cash and cash equivalents and marketable securities.
The Company ended 3Q18 with R$201.4 million of total short-term indebtedness, 21.0% of total debt versus 51.5% at the end of 3Q17. On September 30, 2018, the consolidated average cost of debt stood at 11.46% p.a. or 175.2% of CDI.
Table 21 – Debt Maturity
(R$ thousands) |
Average Cost (p.a.) |
Total |
Up to Sep/19 |
Up to Sep/20 |
Up to Sep/21 |
Up to Sep/22 |
| ||||
Debentures – Working Capital (A) |
CDI + 3% / IPCA + 8.37% / CDI + 5.25% / CDI + 3.75% |
281,325 |
31,196 |
182,211 |
57,977 |
9,941 |
| ||||
Project Financing (B) |
TR + 8.30% a 14.19% / 12.87% / 143% CDI |
567,696 |
169,987 |
285,261 |
112,448 |
- |
| ||||
Working Capital (C) |
135% CDI / CDI + 2.5% / CDI + 3% / CDI + 3.70% / CDI + 4.25% |
111,323 |
184 |
37,364 |
73,775 |
- |
| ||||
Total Debt (A)+(B)+(C) = (D) |
960,344 |
201,367 |
504,836 |
244,200 |
9,941 |
| |||||
% of Total Maturity per period |
21.0% |
52.6% |
25.4% |
1.0% |
| ||||||
Project debt maturing as % of total debt (B)/ (D) |
84.4% |
56.5% |
46.0% |
0.0% |
| ||||||
Corporate debt maturing as % of total debt ((A)+(C))/ (D) |
15.6% |
43.5% |
54.0% |
100.0% |
| ||||||
Ratio Corporate Debt / Mortgage |
40.9% / 59.1% |
||||||||||
31
Extraordinary Shareholders’ Meeting Call Notice
Headquarters relocation
On October 04, 2018, Gafisa called for an Extraordinary Shareholders’ Meeting (ESM) to resolve on the headquarters relocation from Avenida das Nações Unidas, 8,501, 19o andar, in the City and State of São Paulo, CEP: 05425-070, to Alameda Caulim, 115, in the city of São Caetano do Sul, State of São Paulo, CEP: 09531-195, and accordingly, amend Article 2 of the Company's Bylaws.
Election of Fiscal Council’s Members
On October 30, 2018, Gafisa called for an Extraordinary Shareholders’ Meeting (ESM) to resolve on the election of new members to the Company’s Fiscal Council.
Ratings Review
S&P Global Ratings downgraded Gafisa’s rating from ‘brBBB’ to ‘brBB-’ with Gafisa under negative CreditWatch after suspending payment to its subpsliers. The downgrade was due to the Company's announcement of temporary suspension of payments to subpsliers, aiming at reassessing its strategies; the ratings agency believes this impacts the Company’s reputation, as it reflects a weakened status of is liquidity and intensifies risks of refinancing.
The Company’s management clarifies that this suspension was temporary and to reassess internal strategies, and informs that payment to its subpsliers and contractors have resumed and remain on schedule as previously indicated.
Share Buyback Program
On September 28, the Company abpsroved the commencement of its Share Buyback Program. Shares acquired will be held in treasury, and may be subsequently cancelled, sold and/or used, observing the limit of up to 3,516,970 common shares. The maximum term to acquire the Company’s shares shall be twelve (12) months, beginning on October 1st, 2018 and ending on October 1st, 2019.
From October 01 to 24, 2018, considering the blackout period starting on October 25, 2018, the Company acquired 3,161,300 shares within the Share Buyback Program.
32
São Paulo, November 8, 2018.
Alphaville Urbanismo SA released its results for the third quarter of 2018.
Financial Results
In 3Q18, net revenue came in at negative R$4 million and net loss totaled R$243 million.
|
|
|
|
| ||
|
|
|
|
| ||
3Q18 |
3T17 |
9M18 |
9M17 |
3Q18 vs. 3Q17 |
9M18 vs. 9M17 | |
Net revenue |
-4 |
41 |
101 |
153 |
-111% |
-34% |
Net income |
-243 |
-191 |
-533 |
-414 |
n.a |
n.a |
|
|
|
|
|
|
|
It is worth mentioning that Gafisa discontinued the recognition of its share in future losses after reducing the accounting balance of its 30% stake in Alphaville's share capital to zero.
For further information, please contact our Investor Relations team at ri@alphaville.com.br or +55 11 3038-7131.
33
|
3Q18 |
2Q18 |
Q/Q (%) |
3Q17 |
Y/Y (%) |
9M18 |
9M17 |
Y/Y (%) |
Net Revenue |
252,306 |
302,271 |
-16.5% |
160,325 |
57.4% |
767,974 |
444,117 |
72.9% |
Operating Costs |
(203,560) |
(229,447) |
-11.3% |
(167,956) |
21.2% |
(623,542) |
(483,318) |
29.0% |
Gross Profit |
48,746 |
72,824 |
-33.1% |
(7,631) |
-738.8% |
144,432 |
(39,201) |
-468.4% |
Gross Margin |
19.3% |
24.1% |
-4.8 bps |
-4.8% |
24.1 bps |
18.8% |
-8.8% |
27.6 bps |
Operating Expenses |
(66,822) |
(81,711) |
-18.2% |
(129,829) |
-48.5% |
(208,317) |
(361,644) |
42.4% |
Selling Expenses |
(20,653) |
(28,110) |
-26.5% |
(22,929) |
-9.9% |
(73,042) |
(63,169) |
15,6% |
General and Administrative Expenses |
(22,300) |
(20,845) |
7.0% |
(21,441) |
4.0% |
(61,841) |
(68,548) |
-9.8% |
Other Operating Revenue/Expenses |
(17,578) |
(17,719) |
-0.8% |
(10,029) |
75.3% |
(47,502) |
(61,304) |
22.5% |
Depreciation and Amortization |
(6,393) |
(5,140) |
24.4% |
(8,379) |
-23.7% |
(15,518) |
(25,962) |
40.2% |
Equity Income |
102 |
(9,897) |
-101.0% |
(67,051) |
-100.2% |
(10,414) |
(142,661) |
92.7% |
Operational Result |
(18,076) |
(8,887) |
103.4% |
(137,460) |
-86.8% |
(63,885) |
(400,845) |
-84.1% |
Financial Income |
6,130 |
3,737 |
64,0% |
6,604 |
-7.2% |
15,211 |
23,680 |
-35.8% |
Financial Expenses |
(25,309) |
(22,819) |
10,9% |
(27,673) |
-8.5% |
(73,422) |
(106,699) |
-31.2% |
Income Tax and Social Contribution |
(37,255) |
(27,969) |
33.2% |
(158,529) |
-76.5% |
(122,096) |
(483,864) |
-74.8% |
Income Tax and Social Contribution |
(670) |
(1,432) |
-53.2% |
622 |
-207.7% |
(2,334) |
(1,673) |
39.5% |
Net Income After Taxes on Income |
(37,925) |
(29,401) |
29.0% |
(157,907) |
-76.0% |
(124,430) |
(485,537) |
-74.4% |
Continued Op, Net Income |
(37,925) |
(29,401) |
29.0% |
(157,907) |
-76.0% |
(124,430) |
(485,537) |
-74.4% |
Discontinued Op, Net Income |
- |
- |
0.0% |
- |
0.0% |
- |
98,175 |
-100.0% |
Minority Shareholders |
(700) |
(42) |
1566.7% |
(66) |
960.6% |
(1,921) |
(120) |
1500.8% |
Net Income |
(37,225) |
(29,359) |
26.8% |
(157,841) |
-76.4% |
(122,509) |
(387,242) |
-68.4% |
34
|
3Q18 |
2Q18 |
Q/Q(%) |
3Q17 |
Y/Y(%) |
Current Assets |
|
|
|
|
|
Cash and Cash equivalents |
7,931 |
14,161 |
-44% |
26,626 |
-70.2% |
Securities |
186,515 |
198,736 |
-6% |
129,372 |
44.2% |
Receivables from clients |
569,166 |
562,072 |
1% |
570,303 |
-0.2% |
Properties for sale |
858,726 |
777,405 |
10% |
987,657 |
-13.1% |
Other accounts receivable |
104,116 |
104,086 |
0% |
122,968 |
-15.3% |
Prepaid expenses and other |
3,184 |
4,125 |
-22.8% |
5,526 |
-42.4% |
Land for sale |
34,212 |
34,212 |
0.0% |
3,270 |
946.2% |
Subtotal |
1,763,850 |
1,694,797 |
4.1% |
1,845,722 |
-4.4% |
|
|
|
|
|
|
Long-term Assets |
|
|
|
|
|
Receivables from clients |
214,405 |
195,199 |
9.8% |
197,407 |
8.6% |
Properties for sale |
263,937 |
370,192 |
-28.7% |
475,700 |
-44.5% |
Other |
116,874 |
114,656 |
1.9% |
193,076 |
-39.5% |
Subtotal |
595,216 |
680,047 |
-12.5% |
866,183 |
-31.3% |
Intangible. Property and Equipment |
43,047 |
41,011 |
5.0% |
44,613 |
-3.5% |
Investments |
465,438 |
466,987 |
-0.3% |
665,813 |
-30.1% |
|
|
|
|
|
|
Total Assets |
2,867,551 |
2,882,842 |
-0.5% |
3,422,331 |
-16.2% |
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Loans and financing |
170,171 |
255,144 |
-33.3% |
354,592 |
-52.0% |
Debentures |
31,196 |
21,875 |
42.6% |
238,671 |
-86.9% |
Obligations for purchase of land advances from customers |
145,468 |
148,536 |
-2.1% |
170,680 |
-14.8% |
Material and service subpsliers |
106,363 |
94,632 |
12.4% |
89,975 |
18.2% |
Taxes and contributions |
56,822 |
55,554 |
2.3% |
50,412 |
12.7% |
Other |
297,503 |
298,213 |
-0.2% |
335,353 |
-11.3% |
Subtotal |
807,523 |
873,954 |
-7.6% |
1,239,683 |
-34.9% |
|
|
|
|
|
|
Long-term liabilities |
|
|
|
|
|
Loans and financings |
508,848 |
485,963 |
4.7% |
582,426 |
-12.6% |
Debentures |
250,129 |
201,788 |
24.0% |
43,583 |
473.9% |
Obligations for Purchase of Land and advances from customers |
207,765 |
182,723 |
13.7% |
98,117 |
111.8% |
Deferred taxes |
74,473 |
74,473 |
0.0% |
100,405 |
-25.8% |
Provision for Contingencies |
98,557 |
90,516 |
8.9% |
72,381 |
36.2% |
Other |
48,301 |
64,855 |
-25.5% |
64,643 |
-25.3% |
Subtotal |
1,188,073 |
1,100,318 |
8.0% |
961,555 |
23.6% |
|
|
|
|
|
|
Shareholders’ Equity |
|
|
|
|
|
Shareholders’ Equity |
870,252 |
905,948 |
-3.9% |
1,217,086 |
-28.5% |
Minority Interest |
1,703 |
2,622 |
-35.0% |
4,007 |
-57.5% |
Subtotal |
871,955 |
908,570 |
-4.0% |
1,221,093 |
-28.6% |
Total liabilities and Shareholders’ Equity |
2,867,551 |
2,882,842 |
-0.5% |
3,422,331 |
-16.2% |
35
|
3Q18 |
3Q17 |
9M18 |
9M17 |
Net Income (Loss) before taxes |
(37,255) |
(158,533) |
(122,096) |
(483,864) |
Expenses/revenues that does not impact working capital |
(5,810) |
102,356 |
(23,707) |
287,718 |
Depreciation and amortization |
6,393 |
8,379 |
15,518 |
25,962 |
Impairment |
(14,232) |
- |
(39,469) |
(11,141) |
Expense with stock option plan |
634 |
1,195 |
1,912 |
2,898 |
Unrealized interest and fees. net |
2,885 |
4,240 |
10,229 |
46,975 |
Equity Income |
(102) |
67,051 |
10,414 |
142,661 |
Provision for guarantee |
(363) |
(4,124) |
(3,656) |
(7,439) |
Provision for contingencies |
(17,931) |
14,654 |
44,764 |
61,431 |
Profit Sharing provision |
1,291 |
1,037 |
3,795 |
9,394 |
Provision (reversal) for doubtful accounts |
(7,884) |
10,068 |
(19,037) |
17,767 |
Gain / Loss of financial instruments |
(743) |
(144) |
(763) |
(790) |
Clients |
(24,860) |
22,086 |
(117,062) |
180,528 |
Properties held for sale |
39,166 |
116,052 |
206,932 |
263,519 |
Other accounts receivable |
2,262 |
(9,673) |
(9,364) |
(9,272) |
Prepaid expenses and differed sales expenses |
941 |
377 |
2,351 |
(2,978) |
Obligations on land purchase and advances from clients |
21,974 |
2,861 |
44,399 |
(26,900) |
Taxes and contributions |
1,268 |
4,069 |
10,392 |
(1,430) |
Subpsliers |
11,870 |
10,939 |
8,530 |
10,520 |
Payroll. charges and provision for bonuses |
2,715 |
(10,701) |
3,080 |
(8,887) |
Other liabilities |
(20,266) |
(6,419) |
(63,033) |
(35,393) |
Related party operations |
(3,985) |
(13,203) |
(12,442) |
(22,906) |
Taxes paid |
(670) |
622 |
(2,334) |
(1,673) |
Cash provided by/used in operating activities /discontinued operation |
- |
- |
- |
51,959 |
Net cash from operating activities |
(1,030) |
60,833 |
(26,940) |
200,941 |
Investment Activities |
- |
- |
- |
- |
Purchase of fixed and intangible asset |
(8,429) |
(7,674) |
(17,943) |
(18,370) |
Capital contribution in subsidiaries |
(1,708) |
853 |
(3,988) |
1,294 |
Redemption of securities. collaterals and credits |
216,482 |
163,743 |
882,542 |
851,218 |
Securities abpslication and restricted lending |
(204,261) |
(116,521) |
(950,122) |
(756,944) |
Cash provided by/used in investment activities / discontinued operation |
- |
- |
- |
48,663 |
Transaction costs from discontinued operation |
- |
- |
- |
(9,545) |
Receivable of preemptive right exercise ref. Tenda |
- |
- |
- |
219,510 |
Net cash from investment activities |
2,084 |
40,401 |
(89,511) |
335,826 |
Funding Activities |
- |
- |
- |
- |
Related party contributions |
- |
- |
- |
(1,237) |
Addition of loans and financing |
167,511 |
69,523 |
377,841 |
255,805 |
Amortization of loans and financing |
(174,822) |
(181,467) |
(532,624) |
(721,076) |
Assignment of credit receivables. net |
- |
- |
- |
21,513 |
Related Parties Operations |
(688) |
(643) |
(843) |
5,625 |
Sale of treasury shares |
715 |
- |
715 |
317 |
Cash provided by/used in financing activities/ discontinued operation |
- |
- |
- |
24,089 |
Capital Increase |
- |
- |
167 |
- |
Subscription and payment of common shares |
- |
- |
250,599 |
- |
Net cash from financing activities |
(7,284) |
(112,587) |
95,855 |
(414,964) |
Net cash variation for sales operations |
- |
- |
- |
(124,711) |
Increase (decrease) in cash and cash equivalents |
(6,230) |
(11,353) |
(20,596) |
(2,908) |
Beginning of the period |
14,161 |
37,979 |
28,527 |
29,534 |
End of the Period |
7,931 |
26,626 |
7,931 |
26,626 |
Increase (decrease) in cash and cash equivalents |
(6,230) |
(11,353) |
(20,596) |
(2,908) |
36
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 abpsroximately 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 ubpser-middle and ubpser class segments through the Gafisa brand. the Company also 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 B3 – Brasil. Bolsa. Balcão (B3: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. |
IR Contacts Ana Recart Fernanda Nogueira Danielle Hernandes Telephone: +55 11 3025-9242 / 9474 Email: ri@gafisa.com.br IR Website: www.gafisa.com.br/ri
Media Relations Máquina Cohn & Wolfe Marilia Paiotti / Bruno Martins Telephone: +55 11 3147-7463 Fax: +55 11 3147-7438 E-mail: gafisa@grupomaquina.com
|
37
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
1. Operations
Gafisa S.A. ("Gafisa" or "Company") is a publicly traded company with a registered office at Avenida das Nações Unidas, 8.501, 19th floor, in the city and state of São Paulo, Brazil, it 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 a construction company or 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 with similar objectives.
The Company has stocks traded at B3 S.A. – Brasil, Bolsa, Balcão (former BM&FBovespa) and the New York Stock Exchange (NYSE), reporting its information to the Brazilian Securities and Exchange Commission (CVM) and the U.S. Securities and Exchange Commission (SEC).
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. Such companies share management and operating structures, and corporate, management and operating costs with the Company. The SPEs, condominiums and consortia operate solely in the real estate industry and are linked to specific ventures.
On February 28, 2018, the Board of Directors partially ratified the capital increase approved at an ESM held on December 20, 2017, in view of the subscription and full payment of 16,717,752 new common shares, at a price per share of R$15.00, of which R$0.01 was allocated to capital, and R$14.99 was allocated to the capital reserve, totaling R$167 and R$250,599, respectively. The capital increase is part of the Company’s plans for reinforcing the availability of cash, and strengthening its capital structure in view of the current level of indebtedness, as well as making viable the Company’s strategic and operational positioning for a new cycle of the real estate market.
On September 25, 2018, an ESM was held, called at the request of its shareholder GWI Asset Management S.A., in which the following main resolutions were taken: (i) the removal from office, by a majority of votes, of all members of the Board of Directors, and (ii) the election, through multiple votes of new members. Immediately thereafter, at the Board of Directors’ meeting on September 28, 2018, the following items were resolved as part of the turnaround process and streamlining of the corporate structure of the Company: (i) the removals from office of the Chief Executive Officer, Chief Financial and Investor Relations Officer, and Chief Operating Officer, and the election of new statutory officers; (ii) adoption of new measures for approving the change of the Company’s registered office; (iii) shutdown of the branch located in Rio de Janeiro, and (iv) approval of the Company’s share repurchase program (Note 18.1).
38
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(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 7, 2018, the Company’s Board of Directors approved this individual and consolidated quarterly information of the Company and authorized its disclosure.
The Individual Quarterly Information (ITR) was prepared in accordance with Technical Pronouncement (CPC) 21 (R1) – “Interim Financial Reporting”, and the consolidated interim financial information was prepared in accordance with Technical Pronouncement (CPC) 21 (R1) – “Interim Financial Reporting” as well as with International Accounting Standard (IAS) 34 – “Interim Financial Reporting”, considering the guidance provided in Circular Letter/CVM/SNC/SEP 01/2018 related to the application of Technical Guidance - OCPC 04, issued by the CPC and approved by the Brazilian Securities and Exchange Commission (CVM) and the Federal Accounting Council (CFC), regarding the recognition of revenue over time, as well as being presented consistently with the rules issued by the CVM applicable to the preparation of ITR.
Except for the changes described in Note 3, the quarterly information was prepared using the same accounting practices, judgments, estimates and assumptions adopted for the presentation and preparation of the financial statements for the year ended December 31, 2017. Therefore, the corresponding quarterly information should be read together with the financial statements as at December 31, 2017.
The individual quarterly information of the Company is not considered to be in compliance with the International Financial Reporting Standards (IFRS), since it considers the capitalization of interest on the qualifying assets of investees in the individual quarterly information of the Company.
The quarterly information was prepared on a going-concern basis. Management periodically assesses the Company’s ability to continue as going concern when preparing the quarterly information.
All amounts reported in the accompanying quarterly information are in thousands of Brazilian Reais, except where otherwise stated.
The other explanations related to this note were not subject to material changes relative to the disclosures in Note 2.1 to the individual and consolidated financial statements as at December 31, 2017.
39
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(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
2.1.1. Consolidated quarterly information
The accounting practices were consistently adopted for all of the subsidiaries included in the consolidated quarterly information, and the fiscal year of these companies is the same as that 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, 2017.
2.1.2. Statement of Cash Flows
In view of the disclosure of the discontinued operations related to Construtora Tenda S.A. in 2017, and in line with CPC 03 – Statement of Cash Flows and CPC 31 - Non-current Assets Held for Sale and Discontinued Operations, the information on operating, financing and investment activities related to discontinued operations are presented in separated lines in the Statement of Cash Flows of the Company for the period ended September 30, 2017. Accordingly, the line item "Foreign Exchange Gains and Losses on Cash and Cash Equivalents", shown in the Statement of Cash Flows for the period ended September 30, 2017, refers to the net increase (decrease) in cash and cash equivalents related to discontinued operations and is being presented in this line item as it is impossible to change the line item’s name in this Quarterly Information Form.
40
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
3. New standards, changes and interpretation of standards issued and not yet adopted
The following standards are in effect beginning on January 1, 2018:
(i) The IFRS 15 – “Revenue from Contracts with Customers” (CPC 47) introduces new requirements for measurement and timing of revenue recognition. For the specific case of the real estate development sector, maintaining the POC revenue recognition method or adopting the method of keys, for example, depends on the contractual analyses made by Management. In view of Letter CVM/SNC/SEP/ 01/2018, issued by CVM’s technical area, which instructed entities to keep following the provisions of OCPC 04 – Application of the Technical Interpretation 02 to the Brazilian Real Estate Development Entities, currently in effect, the Company continued to recognize revenue using the POC method for the period ended September 30, 2018, until the regulatory bodies formally express an opinion on the issue.
(ii) IFRS 9 – “Financial Instruments” (CPC 48) includes, among other things, new models for classification and measurement of financial instruments, and measurement of prospective expected credit losses for financial and contractual assets.
Based on its evaluation, the Company concluded that the new classification requirements did not have a significant impact on the recognition of financial assets measured at fair value.
Additionally, according to CPC 48, expected losses are measured using one of the following bases: 12-month expected credit losses, and lifetime expected credit losses. Therefore, the Company measured the measurement of the allowance of the expected credit losses on contracts sold, which is recorded together with the recognition of the respective revenue.
The impact from the first-time adoption on the opening statement of financial position as of January 1, 2018 is as follows:
|
Company |
Consolidated | ||||
Originally reported balances |
Impact from application of CPC 48 (Note 5) |
Balances after application the CPC 48 as of 01/01/2018 |
Originally reported balances |
Impact from application of CPC 48 (Note 5) |
Balances after application of CPC 48 as of 01/01/2018 | |
Statement of financial position |
||||||
Assets |
|
|
|
|
|
|
Trade accounts receivable of development and services |
371,228 |
(16,869) |
354,359 |
484,761 |
(16,869) |
467,892 |
Other current assets |
998,284 |
- |
998,284 |
1,248,164 |
- |
1,248,164 |
Total current assets |
1,369,512 |
(16,869) |
1,352,643 |
1,732,925 |
(16,869) |
1,716,056 |
Total non-current assets |
2,169,397 |
- |
2,169,397 |
1,145,213 |
- |
1,145,213 |
Total Assets |
3,538,909 |
(16,869) |
3,522,040 |
2,878,138 |
(16,869) |
2,861,269 |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
Total current liabilities |
1,984,597 |
- |
1,984,597 |
1,213,686 |
- |
1,213,686 |
Total non-current liabilities |
798,755 |
- |
798,755 |
905,048 |
- |
905,048 |
Total equity |
755,557 |
(16,869) |
738,688 |
759,404 |
(16,869) |
742,535 |
Total liabilities and equity |
3,538,909 |
(16,869) |
3,522,040 |
2,878,138 |
(16,869) |
2,861,269 |
|
|
|
|
|
|
|
The other explanations related to this note were not subject to material changes relative to the disclosures in Note 3 to the individual and consolidated financial statements as of December 31, 2017.
41
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(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 | ||
|
09/30/2018 |
12/31/2017 |
09/30/2018 |
12/31/2017 |
|
|
|
|
|
Cash and banks |
3,912 |
7,461 |
7,931 |
28,527 |
Total cash and cash equivalents (Note 20.i.d, 20.ii.a and 20.iii) |
3,912 |
7,461 |
7,931 |
28,527 |
4.2. Short-term investments
|
Company |
Consolidated | ||
|
09/30/2018 |
12/31/2017 |
09/30/2018 |
12/31/2017 |
|
|
|
|
|
Fixed-income funds (a) |
165,539 |
62,676 |
168,285 |
66,885 |
Government bonds (LFT) (b) |
- |
1,164 |
- |
1,207 |
Securities purchased under resale agreements (b) |
85 |
2,913 |
85 |
3,019 |
Bank certificates of deposit (c) |
11,586 |
36,847 |
11,605 |
37,025 |
Restricted cash in guarantee to loans |
353 |
366 |
353 |
366 |
Restricted credits |
5,267 |
6,979 |
6,187 |
10,433 |
|
|
|
|
|
Total short-term investments (Note 20.i.d, 20.ii.a and 20.iii) |
182,830 |
110,945 |
186,515 |
118,935 |
(a) Exclusive and open-end funds whose purpose is to invest in financial assets and/or fixed-income investment modalities that follow the fluctuations in interest rates in the interbank deposit market (CDI), by investing its funds mostly in investment fund quotas and/or investment funds comprising investment fund quotas.
(b) On January 12, 2018 the Company discontinued Fundo Square, settling the LFT transactions and the securities linked to Fundo Like. As of September 30, 2018, the IOF-exempt securities purchased under resale agreement include earned interests of 73% of Interbank Deposit Certificates (CDI).
(c) As of September 30, 2018, Bank Certificates of Deposit (CDBs) include interest earned through the statement of financial position’s reporting date, ranging from 90% to 101.2% (from 90% to 100.8% as of December 31, 2017) of Interbank Deposit Certificates (CDI).
The other explanations related to this note were not subject to material changes relative to the disclosures in Note 4.2 to the financial statements as of December 31, 2017.
5. Trade accounts receivable of development and services
|
Company |
Consolidated | ||
|
09/30/2018 |
12/31/2017 |
09/30/2018 |
12/31/2017 |
|
|
|
|
|
Real estate development and sales |
705,383 |
563,070 |
812,671 |
717,006 |
( - ) Allowance for doubtful accounts |
(30,792) |
(32,959) |
(30,792) |
(32,959) |
( - ) Present value adjustments |
(20,117) |
(12,448) |
(21,664) |
(14,887) |
Services and construction and other receivables |
12,498 |
14,167 |
23,356 |
14,918 |
|
|
|
|
|
Total trade accounts receivable of development and services (Note 20.i.d and 20.ii.a) |
666,972 |
531,830 |
783,571 |
684,078 |
|
|
|
|
|
Current |
477,078 |
371,228 |
569,166 |
484,761 |
Non-current |
189,894 |
160,602 |
214,405 |
199,317 |
42
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(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 have the following maturities:
|
Company |
Consolidated | ||
Maturity |
09/30/2018 |
12/31/2017 |
09/30/2018 |
12/31/2017 |
|
|
|
|
|
Past due: |
|
|
|
|
Up to 90 days |
54,097 |
33,935 |
58,864 |
70,403 |
From 91 to 180 days |
11,554 |
9,338 |
16,604 |
17,861 |
Over 180 days |
68,768 |
80,708 |
88,685 |
100,581 |
|
134,419 |
123,981 |
164,153 |
188,845 |
|
|
|
|
|
Falling due: |
|
|
|
|
2018 |
121,249 |
280,801 |
146,770 |
329,821 |
2019 |
290,321 |
90,498 |
332,012 |
114,718 |
2020 |
108,515 |
74,821 |
119,670 |
89,099 |
2021 |
57,216 |
3,527 |
66,590 |
4,414 |
2022 onwards |
6,161 |
3,609 |
6,832 |
5,027 |
|
583,462 |
453,256 |
671,874 |
543,079 |
|
|
|
|
|
( - ) Present value adjustment |
(20,117) |
(12,448) |
(21,664) |
(14,887) |
( - ) Allowance for doubtful accounts |
(30,792) |
(32,959) |
(30,792) |
(32,959) |
|
|
|
|
|
|
666,972 |
531,830 |
783,571 |
684,078 |
The change in the allowance for doubtful items for the period ended September 30, 2018 is as follows:
|
Company and Consolidated |
|
|
Balance as at December 31, 2017 |
(32,959) |
CPC 48 first-time adoption at 01/01/2018 (Note 3) |
(16,869) |
Additions (Note 22) |
(362) |
Write-offs / Reversals (Note 22) |
19,398 |
Balance as at September 30, 2018 |
(30,792) |
The other explanations related to this note were not subject to material changes relative to the disclosures in Note 5 to the financial statements as at December 31, 2017.
43
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
6. Properties for sale
|
Company |
Consolidated | ||
|
09/30/2018 |
12/31/2017 |
09/30/2018 |
12/31/2017 |
|
|
|
|
|
Land |
491,452 |
493,422 |
575,450 |
544,057 |
( - ) Provision for loss on realization of land |
(83,742) |
(98,752) |
(83,742) |
(98,752) |
( - ) Present value adjustment |
(15,661) |
(9,689) |
(15,869) |
(9,829) |
Property under construction (Note 29) |
256,678 |
410,797 |
360,062 |
507,619 |
Completed units |
307,555 |
327,842 |
351,084 |
359,601 |
( - ) Provision for loss on realization of properties under construction and completed units |
(64,322) |
(80,710) |
(64,322) |
(80,710) |
|
|
|
|
|
Total properties for sale |
891,960 |
1,042,910 |
1,122,663 |
1,221,986 |
|
|
|
|
|
Current portion |
686,848 |
753,748 |
858,726 |
882,189 |
Non-current portion |
205,112 |
289,162 |
263,937 |
339,797 |
In the period ended September 30, 2018, the change in the provision for loss on realization is summarized as follows:
|
Company and Consolidated |
Balance as at December 31, 2017 |
(179,462) |
Reclassification of land available for sale (Note 8.1) |
(3,497) |
Write-offs (a) |
34,895 |
Balance as at September 30, 2018 |
(148,064) |
(a) The amount of write-offs refers to the respective units sold over the period.
The amount of properties for sale offered as guarantee for financial liabilities is described in Note 12.
The other explanations related to this note were not subject to material changes relative to the disclosures in Note 6 to the financial statements as of December 31, 2017.
7. Other assets
|
Company |
Consolidated | ||
|
09/30/2018 |
12/31/2017 |
09/30/2018 |
12/31/2017 |
|
|
|
|
|
Advances to suppliers |
7,012 |
2,081 |
7,680 |
5,358 |
Recoverable taxes (IRRF, PIS, COFINS, among other) |
20,534 |
26,808 |
26,243 |
33,623 |
Judicial deposits (Note 16.a) |
91,818 |
80,903 |
94,818 |
83,523 |
Total other assets |
119,364 |
109,792 |
128,741 |
122,504 |
|
|
|
|
|
Current portion |
31,553 |
47,640 |
38,488 |
58,332 |
Non-current portion |
87,811 |
62,152 |
90,253 |
64,172 |
44
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
8. Non-current assets held for sale
8.1 Land available for sale
The changes in land available for sale are summarized as follows:
|
Company |
|
Consolidated | ||||
|
Cost |
Provision for impairment |
Net balance |
|
Cost |
Provision for impairment |
Net balance |
|
|
|
|
|
|
|
|
Balance as at December 31, 2017 |
113,824 |
(68,827) |
44,997 |
|
233,522 |
(131,170) |
102,352 |
Reclassification to Properties for Sale (Note 6) |
(40,262) |
3,497 |
(36,765) |
|
(40,262) |
3,497 |
(36,765) |
Additions (Note 23) |
237 |
- |
237 |
|
274 |
- |
274 |
Reversals/ Write-offs (a) |
(11,481) |
33,924 |
22,443 |
|
(127,916) |
96,267 |
(31,649) |
Balance as at September 30, 2018 |
62,318 |
(31,406) |
30,912 |
|
65,618 |
(31,406) |
34,212 |
(a) The amount of write-offs over the period mainly refers to the sale of land in June 2018, located in the city of Salvador, Bahia, through the SPEs Manhattan Residencial 02 and Manhattan Comercial 02, for the amount of R$28,500, of which R$12,060 receivable in 24 months, and the remaining balance of R$16,440 was settled on July 24, 2018.
8.2 Non-current assets held for sale and profit or loss of discontinued operations
|
Company |
Consolidated | ||
|
09/30/2018 |
09/30/2017 |
09/30/2018 |
09/30/2017 |
|
|
|
|
|
Reversal of impairment loss (i) |
- |
215,440 |
- |
215,440 |
Portion related to payable for sale of shares (iii) |
- |
(107,720) |
- |
(107,720) |
Transaction costs |
- |
(9,545) |
- |
(9,545) |
Impairment loss on Tenda’s profit or loss |
- |
(22,780) |
- |
(22,780) |
Tenda’s profit or loss for the period ended September 30, 2017 (ii) |
- |
22,780 |
- |
22,780 |
Profit or loss of discontinued operations |
- |
98,175 |
- |
98,175 |
|
(i) The measurement of non-current assets held for sale at the lower of the carrying value and the fair value less cost to sell. For the period ended May 4, 2017, the fair value of discontinued operations was adjusted, considering the weighted average price per share for exercising preemptive rights at R$12.12.
(ii) Amount of the profit or loss from discontinued operations, net of the eliminations related to intercompany transactions.
(iii) Amount of R$107,720 related to the obligation to sell 50% of Construtora Tenda S.A.’s shares for the price of R$8.13 per share, settled on May 4, 2017, reflected in the profit or loss of discontinued operations, in order to reflect the difference between the fair value of the group of assets held for sale and the effective selling price.
For the period ended May 4, 2017, the Company carried out the remeasurement of the fair value of the disposal group held for sale, related to Construtora Tenda S.A., considering the weighted average value per share for exercising preemptive rights traded over the period between March 17 and 31, 2017, as measurement basis, leading to the price of R$12.12 per share, and, accordingly, valuing Construtora Tenda S.A. at R$754,460.
The main lines of the statements of profit or loss and cash flows of the subsidiary Tenda are as follows:
Statement of profit or loss |
Period ended 05/04/2017 |
|
|
Cash flow |
Period ended 05/04/2017 |
| |
|
|
|
|
|
|
|
|
Net operating revenue |
404,737 |
|
|
Operating activities |
51,959 |
| |
Operating costs |
(269,144) |
|
|
Investment activities |
48,663 |
| |
Operating expenses, net |
(104,310) |
|
|
Financing activities |
24,089 |
| |
Depreciation and amortization |
|
(5,723) |
|
|
|
|
|
Income from equity method investments |
269 |
|
|
|
|
| |
Financial income (expenses) |
101 |
|
|
|
|
| |
Income tax and social contribution |
(4,519) |
|
|
|
|
| |
|
|
21,411 |
|
|
|
|
|
Non-controlling interests |
|
(1,369) |
|
|
|
|
|
Net income for the year |
22,780 |
|
|
|
|
|
45
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
9. Investments in subsidiaries and jointly controlled investees
(i) Information on subsidiaries, jointly-controlled investees and associates
|
|
|
|
|
|
|
|
|
|
|
Company |
Consolidated | ||||||
|
|
Interest in capital - % |
Total assets |
Total liabilities |
Equity and advance for future capital increase |
Profit (loss) for the year |
Investments |
Income from equity method investments |
Investments |
Income from equity method investments | ||||||||
Subsidiaries: |
|
09/30/2018 |
12/31/2017 |
09/30/2018 |
09/30/2018 |
09/30/2018 |
12/31/2017 |
|
09/30/2018 |
09/30/2017 |
09/30/2018 |
12/31/2017 |
09/30/2018 |
09/30/2017 |
09/30/2018 |
12/31/2017 |
09/30/2018 |
09/30/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gafisa SPE- 130 Emp. Imob. Ltda. |
- |
100% |
100% |
77,857 |
10,558 |
67,299 |
69,956 |
|
(2,656) |
(9,998) |
67,299 |
69,956 |
(2,656) |
(9,998) |
- |
- |
- |
- |
Gafisa SPE-111 Emp. Imob. Ltda. |
- |
100% |
100% |
66,407 |
4,754 |
61,653 |
62,073 |
|
(420) |
(174) |
61,653 |
62,073 |
(420) |
(174) |
- |
- |
- |
- |
Maraville Gafsa SPE Emp. Imob. Ltda. |
- |
100% |
100% |
64,259 |
7,431 |
56,828 |
56,743 |
|
85 |
3,367 |
56,828 |
56,743 |
85 |
3,367 |
- |
- |
- |
- |
Gafisa SPE-89 Emp. Imob. Ltda. |
- |
100% |
100% |
57,841 |
6,820 |
51,021 |
51,214 |
|
(193) |
2 |
51,021 |
51,214 |
(193) |
2 |
- |
- |
- |
- |
Gafisa SPE - 51 Emp. Imob. Ltda. |
- |
100% |
100% |
48,463 |
2,484 |
45,979 |
45,968 |
|
11 |
137 |
45,979 |
45,968 |
11 |
137 |
- |
- |
- |
- |
Gafisa SPE-127 Emp. Imob. Ltda. |
- |
100% |
100% |
46,303 |
399 |
45,904 |
46,135 |
|
(230) |
(274) |
45,904 |
46,135 |
(230) |
(274) |
- |
- |
- |
- |
Gafisa SPE - 104 Emp. Imob. Ltda. |
- |
100% |
100% |
128,390 |
83,183 |
45,207 |
40,744 |
|
4,463 |
5,701 |
45,207 |
40,744 |
4,463 |
5,701 |
- |
- |
- |
- |
Gafisa SPE - 72 Emp. Imob. Ltda. |
- |
100% |
100% |
44,157 |
463 |
43,694 |
43,809 |
|
(115) |
29 |
43,694 |
43,809 |
(115) |
29 |
- |
- |
- |
- |
Gafisa SPE 121 Emp. Imob. Ltda. |
- |
100% |
100% |
45,505 |
1,920 |
43,586 |
44,372 |
|
(786) |
(617) |
43,586 |
44,372 |
(786) |
(617) |
- |
- |
- |
- |
Gafisa SPE-122 Emp. Imob. Ltda. |
- |
100% |
100% |
46,629 |
3,722 |
42,907 |
49,255 |
|
(6,348) |
1,872 |
42,907 |
49,255 |
(6,348) |
1,872 |
- |
- |
- |
- |
Gafisa SPE-110 Emp. Imob. Ltda. |
- |
100% |
100% |
40,716 |
772 |
39,943 |
40,084 |
|
(141) |
40 |
39,943 |
40,084 |
(141) |
40 |
- |
- |
- |
- |
Gafisa SPE - 120 Emp. Imob. Ltda. |
- |
100% |
100% |
37,978 |
536 |
37,442 |
37,469 |
|
(27) |
(48) |
37,442 |
37,469 |
(27) |
(48) |
- |
- |
- |
- |
Gafisa SPE-107 Emp. Imob. Ltda. |
- |
100% |
100% |
29,526 |
5 |
29,520 |
29,522 |
|
(2) |
(6) |
29,520 |
29,522 |
(2) |
(6) |
- |
- |
- |
- |
SPE Parque Ecoville Emp. Imob. Ltda. |
- |
100% |
100% |
39,399 |
9,914 |
29,485 |
30,909 |
|
(1,424) |
(1,610) |
29,485 |
30,909 |
(1,424) |
(1,610) |
- |
- |
- |
- |
Gafisa SPE-134 Emp. Imob. Ltda. |
- |
100% |
100% |
29,373 |
2,342 |
27,031 |
29,635 |
|
(2,604) |
3,170 |
27,031 |
29,635 |
(2,604) |
3,170 |
- |
- |
- |
- |
Gafisa SPE- 129 Emp. Imob. Ltda. |
- |
100% |
100% |
27,686 |
828 |
26,858 |
26,913 |
|
(55) |
(2,054) |
26,858 |
26,913 |
(55) |
(2,054) |
- |
- |
- |
- |
Gafisa SPE-41 Emp. Imob. Ltda. |
- |
100% |
100% |
26,594 |
(6) |
26,600 |
26,581 |
|
20 |
- |
26,600 |
26,581 |
20 |
- |
- |
- |
- |
- |
Gafisa SPE- 132 Emp. Imob. Ltda. |
- |
100% |
100% |
38,757 |
14,662 |
24,095 |
24,142 |
|
(48) |
(1,283) |
24,095 |
24,142 |
(48) |
(1,283) |
- |
- |
- |
- |
Verdes Pracas Incorp. Imobi. SPE Ltda. |
- |
100% |
100% |
25,896 |
3,062 |
22,834 |
22,565 |
|
270 |
(3,511) |
22,834 |
22,565 |
270 |
(3,511) |
- |
- |
- |
- |
Gafisa SPE-112 Emp. Imob. Ltda. |
- |
100% |
100% |
21,923 |
94 |
21,828 |
21,831 |
|
(2) |
(3) |
21,828 |
21,831 |
(2) |
(3) |
- |
- |
- |
- |
Gafisa SPE - 126 Emp. Imob. Ltda. |
- |
100% |
100% |
19,507 |
2 |
19,505 |
19,548 |
|
(44) |
(820) |
19,505 |
19,548 |
(44) |
(820) |
- |
- |
- |
- |
Gafisa SPE 46 Emp. Imob. Ltda. |
- |
100% |
100% |
17,809 |
161 |
17,648 |
17,557 |
|
91 |
(392) |
17,648 |
17,557 |
91 |
(392) |
- |
- |
- |
- |
Edsp 88 Participações S.A. |
- |
100% |
100% |
29,222 |
12,667 |
16,554 |
16,466 |
|
89 |
676 |
16,554 |
16,466 |
89 |
676 |
- |
- |
- |
- |
Manhattan Square Em. Im. Res. 02 Ltda |
- |
100% |
100% |
17,778 |
1,266 |
16,512 |
36,026 |
|
102 |
- |
16,512 |
36,026 |
102 |
- |
- |
- |
- |
- |
Gafisa SPE 30 Emp. Imob. Ltda. |
- |
100% |
100% |
16,415 |
195 |
16,220 |
16,276 |
|
(57) |
(77) |
16,220 |
16,276 |
(57) |
(77) |
- |
- |
- |
- |
Gafisa SPE-92 Emp. Imob. Ltda. |
- |
100% |
100% |
15,793 |
120 |
15,673 |
15,663 |
|
10 |
17 |
15,673 |
15,663 |
10 |
17 |
- |
- |
- |
- |
Gafisa SPE-106 Emp. Imob. Ltda. |
- |
100% |
100% |
15,596 |
5 |
15,591 |
15,596 |
|
(5) |
(1) |
15,591 |
15,596 |
(5) |
(1) |
- |
- |
- |
- |
Gafisa SPE 33 Emp. Imob. Ltda. |
- |
100% |
100% |
196,401 |
182,593 |
13,807 |
13,480 |
|
328 |
4 |
13,807 |
13,480 |
328 |
4 |
- |
- |
- |
- |
Gafisa SPE 71 Emp. Imob. Ltda. |
- |
100% |
100% |
12,659 |
174 |
12,485 |
12,505 |
|
(21) |
(1,238) |
12,485 |
12,505 |
(21) |
(1,238) |
- |
- |
- |
- |
Gafisa SPE 65 Emp. Imob. Ltda. |
- |
100% |
100% |
11,351 |
285 |
11,066 |
11,014 |
|
52 |
(688) |
11,066 |
11,014 |
52 |
(688) |
- |
- |
- |
- |
Gafisa Vendas Interm. Imobiliaria Ltda |
- |
100% |
100% |
17,063 |
6,361 |
10,702 |
17,727 |
|
(7,026) |
- |
10,702 |
17,727 |
(7,026) |
- |
- |
- |
- |
- |
Gafisa SPE 36 Emp. Imob. Ltda. |
- |
100% |
100% |
9,169 |
324 |
8,845 |
8,872 |
|
(27) |
(56) |
8,845 |
8,872 |
(27) |
(56) |
- |
- |
- |
- |
Gafisa SPE-81 Emp. Imob. Ltda. |
- |
100% |
100% |
9,296 |
880 |
8,416 |
8,440 |
|
(24) |
(329) |
8,416 |
8,440 |
(24) |
(329) |
- |
- |
- |
- |
Manhattan Square Em. Im. Com. 02 Ltda |
- |
100% |
100% |
8,854 |
601 |
8,254 |
17,958 |
|
30 |
- |
8,254 |
17,958 |
30 |
- |
- |
- |
- |
- |
Gafisa SPE-38 Emp. Imob. Ltda. |
- |
100% |
100% |
7,946 |
- |
7,946 |
7,948 |
|
(2) |
1 |
7,946 |
7,948 |
(2) |
1 |
- |
- |
- |
- |
Gafisa SPE-109 Emp. Imob. Ltda. |
- |
100% |
100% |
7,205 |
43 |
7,162 |
7,181 |
|
(19) |
(35) |
7,162 |
7,181 |
(19) |
(35) |
- |
- |
- |
- |
Gafisa SPE-37 Emp. Imob. Ltda. |
- |
100% |
100% |
7,096 |
633 |
6,463 |
6,663 |
|
(200) |
(85) |
6,463 |
6,663 |
(200) |
(85) |
- |
- |
- |
- |
Gafisa SPE-90 Emp. Imob. Ltda. |
- |
100% |
100% |
8,398 |
1,972 |
6,426 |
6,470 |
|
(44) |
(1) |
6,426 |
6,470 |
(44) |
(1) |
- |
- |
- |
- |
Gafisa SPE - 123 Emp. Imob. Ltda. |
- |
100% |
100% |
15,064 |
9,707 |
5,357 |
6,101 |
|
(744) |
(6,373) |
5,357 |
6,101 |
(744) |
(6,373) |
- |
- |
- |
- |
OCPC01 Adjustment – capitalized |
(a) |
|
|
- |
- |
- |
- |
|
- |
- |
20,396 |
22,805 |
(2,409) |
(5,254) |
- |
- |
- |
- |
Other (*) |
|
|
|
78,523 |
32,887 |
45,639 |
53,073 |
|
(5,338) |
(4,414) |
43,936 |
49,227 |
(8,553) |
(4,482) |
- |
- |
- |
- |
Subtotal Subsidiaries |
|
|
|
1,464,804 |
404,819 |
1,059,985 |
1,114,484 |
|
(23,051) |
(19,071) |
1,078,678 |
1,133,443 |
(28,675) |
(24,393) |
- |
- |
- |
- |
46
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
9. Investments in subsidiaries and jointly controlled investees --Continued
(i) Information on subsidiaries, jointly-controlled investees and associates --Continued
|
|
|
|
|
|
|
|
|
|
|
Company |
Consolidated | ||||||
|
|
Interest in capital - % |
Total assets |
Total liabilities |
Equity and advance for future capital increase |
Profit (loss) for the year |
Investments |
Income from equity method investments |
Investments |
Income from equity method investments | ||||||||
Jointly-controlled investees: |
|
09/30/2018 |
12/31/2017 |
09/30/2018 |
09/30/2018 |
09/30/2018 |
12/31/2017 |
|
09/30/2018 |
09/30/2017 |
09/30/2018 |
12/31/2017 |
09/30/2018 |
09/30/2017 |
09/30/2018 |
12/31/2017 |
09/30/2018 |
09/30/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gafisa SPE-116 Emp. Imob. Ltda. |
- |
50% |
50% |
88,355 |
9,538 |
78,817 |
116,085 |
|
(21,266) |
(8,058) |
39,409 |
58,043 |
(10,634) |
(4,029) |
39,409 |
58,043 |
(10,634) |
(4,029) |
Gafisa E Ivo Rizzo SPE-47 Emp. Imob. Ltda. |
- |
80% |
80% |
33,191 |
788 |
32,403 |
32,393 |
|
10 |
3 |
25,922 |
25,914 |
8 |
2 |
25,922 |
25,914 |
8 |
2 |
Parque Arvores Empr. Imob. Ltda. |
(b) |
50% |
50% |
34,900 |
3,861 |
31,039 |
30,616 |
|
640 |
2,225 |
15,519 |
15,308 |
211 |
1,112 |
15,519 |
15,308 |
211 |
1,112 |
Sitio Jatiuca Emp. Imob. SPE Ltda |
- |
50% |
50% |
32,112 |
2,994 |
29,118 |
28,143 |
|
973 |
(9,980) |
14,559 |
14,072 |
487 |
(4,989) |
14,559 |
14,072 |
487 |
(4,989) |
Varandas Grand Park Emp. Im. Spe Ltda |
(b) |
50% |
50% |
58,564 |
32,930 |
25,634 |
19,858 |
|
3,330 |
(3,938) |
12,817 |
9,929 |
1,772 |
(1,969) |
12,817 |
9,929 |
1,772 |
(1,969) |
FIT 13 SPE Emp. Imobiliários Ltda. |
- |
50% |
50% |
23,152 |
2,245 |
20,907 |
20,885 |
|
22 |
(2) |
10,454 |
10,442 |
11 |
(1) |
10,454 |
10,442 |
11 |
(1) |
Atins Emp. Imob.s Ltda. |
- |
50% |
50% |
27,159 |
6,830 |
20,329 |
18,998 |
|
1,332 |
225 |
10,165 |
9,499 |
666 |
112 |
10,165 |
9,499 |
666 |
112 |
Performance Gafisa General Severiano Ltda |
- |
50% |
50% |
11,634 |
45 |
11,589 |
11,371 |
|
173 |
(17) |
5,795 |
5,686 |
86 |
(9) |
5,795 |
5,686 |
86 |
(9) |
Other (*) |
(b) |
50% |
50% |
134,541 |
70,607 |
63,934 |
84,740 |
|
(4,654) |
(10,335) |
34,467 |
34,674 |
(3,425) |
(5,189) |
44,797 |
44,965 |
(3,322) |
(6,435) |
Subtotal Jointly-controlled investees |
|
|
|
443,608 |
129,838 |
313,770 |
363,089 |
|
(19,440) |
(29,877) |
169,107 |
183,567 |
(10,818) |
(14,960) |
179,437 |
193,858 |
(10,715) |
(16,206) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associates: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alphaville Urbanismo S.A. |
(e) |
30% |
30% |
2,001,244 |
2,676,088 |
(674,845) |
(141,290) |
|
(533,555) |
(414,288) |
- |
- |
- |
(124,286) |
- |
- |
- |
(124,286) |
Citta Ville SPE Emp. Imob. Ltda. |
- |
50% |
50% |
17,520 |
3,508 |
14,012 |
12,555 |
|
1,473 |
(2,615) |
7,005 |
6,277 |
737 |
(1,308) |
7,005 |
6,277 |
737 |
(1,308) |
Other (*) |
|
|
|
1,146 |
16 |
1,130 |
1,119 |
|
11 |
7 |
509 |
504 |
4 |
16 |
5,096 |
5,091 |
6 |
(21) |
Subtotal Associates |
|
|
|
2,019,910 |
2,679,612 |
(659,703) |
(127,616) |
|
(532,071) |
(416,896) |
7,514 |
6,781 |
741 |
(125,578) |
12,101 |
11,368 |
743 |
(125,615) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal subsidiaries, jointly-controlled investees and associates |
3.928.322 |
3.214.269 |
714.052 |
1,349,957 |
|
(574,562) |
(465,844) |
1,255,299 |
1,323,791 |
(38,752) |
(164,931) |
191,538 |
205,226 |
(9,972) |
(141,821) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill based on inventory surplus (Note 9.iii) |
- |
|
|
|
|
|
|
|
|
|
3,000 |
462 |
|
|
- |
- |
|
|
Goodwill from remeasurement of investment in associate |
(c) |
|
|
|
|
|
|
|
|
|
273,900 |
273,900 |
|
|
273,900 |
273,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments |
|
|
|
|
|
|
|
|
|
|
1,532,199 |
1,598,153 |
(38,752) |
(164,931) |
465,438 |
479,126 |
(9,972) |
(141,821) |
(*) Includes companies with investment balances below R$ 5,000. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
Consolidated | ||||||
|
Interest in capital - % |
Total assets |
Total liabilities |
Equity and advance for future capital increase |
Profit (loss) for the year |
Investments |
Income from equity method investments |
Investments |
Income from equity method investments | ||||||||
Provision for net capital deficiency (d): |
09/30/2018 |
12/31/2017 |
09/30/2018 |
09/30/2018 |
09/30/2018 |
12/31/2017 |
|
09/30/2018 |
09/30/2017 |
09/30/2018 |
12/31/2017 |
09/30/2018 |
09/30/2017 |
09/30/2018 |
12/31/2017 |
09/30/2018 |
09/30/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserva das Palmeiras Incorp. SPE Ltda. |
100% |
100% |
115 |
3,664 |
(3,549) |
1,597 |
|
(5,146) |
- |
(3,549) |
1,597 |
(5,146) |
- |
- |
- |
- |
- |
Gafisa SPE 128 Emp. Imob. Ltda. |
100% |
100% |
50,653 |
52,896 |
(2,242) |
(1) |
|
(2,242) |
(1) |
(2,242) |
(1) |
(2,242) |
(1) |
- |
- |
- |
- |
Manhattan Square Em. Im. Res. 01 Ltda |
50% |
50% |
3,986 |
7,411 |
(3,425) |
(2,481) |
|
(595) |
- |
(1,712) |
(1,240) |
(242) |
- |
(1,712) |
(1,240) |
(242) |
- |
Gafisa SPE 69 Emp. Imob. Ltda. |
100% |
100% |
- |
968 |
(968) |
(519) |
|
(449) |
(344) |
(968) |
(519) |
(449) |
(344) |
- |
- |
- |
- |
Manhattan Square Em. Im. Com. 01 Ltda |
50% |
50% |
4,840 |
6,368 |
(1,528) |
(1,573) |
|
487 |
(1,894) |
(764) |
(787) |
(845) |
(947) |
(764) |
(787) |
(845) |
(947) |
Other (*) |
|
|
126 |
238 |
(113) |
(1,733) |
|
(57) |
(9,573) |
(110) |
(1,680) |
5,731 |
(9,637) |
(3) |
(36) |
645 |
107 |
Total provision for net capital deficiency |
|
|
59,720 |
71,545 |
(11,825) |
(4,710) |
|
(8,002) |
(11,812) |
(9,345) |
(2,630) |
(3,193) |
(10,929) |
(2,479) |
(2,063) |
(442) |
(840) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Income from equity method investments |
|
|
|
|
|
|
|
|
|
|
|
(41,945) |
(175,860) |
|
|
(10,414) |
(142,661) |
(*) Includes companies with investment balances below R$ 5,000.
47
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
9. Investments in subsidiaries and jointly controlled investees --Continued
(a) Financial charges of the Company not appropriated to the profit or loss of subsidiaries, as required by paragraph 6 of OCPC01.
(b) The Company recorded an expense of R$791 in Income arising from equity method investments for the period ended September 30, 2018 related to the recognition, by jointly-controlled entities, of prior year adjustments, in accordance with the ICPC09 (R2) – Individual, Separate and Consolidated Financial Statements and the Equity Method of Accounting.
(c) Amount related to the goodwill arising from the remeasurement of the portion of the remaining investment of 30% in the associate AUSA, in the amount of R$273,900.
(d) The provision for net capital deficiency is recorded under the heading “Other payables” (Note 15).
(e) In view of the net capital deficiency of AUSA, and in line with CPC 18 (R2) – Investment in Associates, Subsidiaries and Joint Ventures, the Company discontinued the recognition of its interest in future losses after reducing to zero the carrying amount of the 30% interest.
(ii) Information on significant investees
|
Significant investee: |
|
Other investees: | ||||||
|
Alphaville Urbanismo S.A. |
|
Subsidiaries |
Jointly-controlled investees |
Associates | ||||
|
09/30/2018 |
12/31/2017 |
|
09/30/2018 |
12/31/2017 |
09/30/2018 |
12/31/2017 |
09/30/2018 |
12/31/2017 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
Not available |
43,478 |
|
1,759 |
10,645 |
37,665 |
49,912 |
1,116 |
773 |
Current assets |
Not available |
1,049,221 |
|
1,184,269 |
1,499,490 |
397,320 |
499,438 |
18,651 |
18,826 |
Non-current assets |
Not available |
1,195,723 |
|
280,535 |
294,787 |
46,288 |
47,030 |
15 |
4 |
Current liabilities |
Not available |
413,469 |
|
343,118 |
590,836 |
109,308 |
149,100 |
2,164 |
2,923 |
Non-current liabilities |
Not available |
1,947,452 |
|
61,701 |
88,956 |
20,530 |
34,280 |
1,360 |
2,233 |
|
|
|
|
|
|
|
|
|
|
|
09/30/2018 |
09/30/2017 |
|
09/30/2018 |
09/30/2017 |
09/30/2018 |
09/30/2017 |
09/30/2018 |
09/30/2017 |
Net revenue |
101,497 |
153,051 |
|
106,509 |
127,099 |
53,039 |
16,003 |
1,086 |
(2,784) |
Operating costs |
Not available |
n/a |
|
(115,182) |
(105,370) |
(59,561) |
(28,767) |
(1,055) |
1,307 |
Depreciation and Amortization |
Not available |
n/a |
|
(963) |
(390) |
(4) |
(621) |
- |
- |
Financial income (expenses) |
Not available |
n/a |
|
(4,163) |
(4,131) |
(3,773) |
(6,209) |
4 |
6 |
Income tax and social contribution |
Not available |
n/a |
|
(2,331) |
(3,413) |
(1,507) |
(520) |
(43) |
(21) |
Profit (loss) from Continued Operations |
(533,555) |
(414,288) |
|
(23,051) |
(19,071) |
(19,440) |
(29,877) |
1,484 |
(2,608) |
(iii) Change in investments
|
|
|
|
|
|
Company |
Consolidated |
|
|
|
|
Balance as at December 31, 2017 |
|
1,598,153 |
479,126 |
Income from equity method investments |
|
(38,752) |
(9,972) |
Capital contribution (decrease) |
|
4,498 |
4,376 |
Transfer of investment with net capital deficiency |
|
3,549 |
- |
Dividends receivable |
|
(8,411) |
(8,023) |
Write-off of goodwill based on inventory surplus (Note 9.i) |
|
(462) |
- |
Recognition of goodwill (a) |
|
3,000 |
- |
Reversal of impairment of subsidiary’s property |
|
(29,350) |
- |
Other investments |
|
(26) |
(69) |
Balance as at September 30, 2018 |
|
1,532,199 |
465,438 |
(a) On September 2018, the Company recognized goodwill related to the acquisition of 100% of the shares in SPE Pavão Arlequim Empreendimentos Imobiliários Ltda.
The other explanations related to this note were not subject to material changes relative to the disclosures in Note 9 to the financial statements as of December 31, 2017.
48
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
10. Property and equipment
During the period ended September 30, 2018, the changes in property and equipment items are summarized below.
|
|
Company |
Consolidated |
| ||||||
Type |
12/31/2017 |
Addition |
Write-off |
100% depreciated items |
09/30/2018 |
12/31/2017 |
Addition |
Write-off |
100% depreciated items |
09/30/2018 |
Cost |
|
|
|
|
|
|
|
|
|
|
Hardware |
9,567 |
2,436 |
(124) |
(2,471) |
9,408 |
9,729 |
2,486 |
(124) |
(2,497) |
9,594 |
Leasehold improvements and installations (i) |
5,166 |
29 |
(1,701) |
- |
3,494 |
5,272 |
29 |
(1,701) |
- |
3,600 |
Furniture and fixtures |
675 |
- |
- |
(35) |
640 |
907 |
- |
- |
(121) |
786 |
Machinery and equipment |
2,640 |
- |
- |
- |
2,640 |
2,640 |
- |
- |
- |
2,640 |
Sales stands |
9,547 |
7,632 |
(4,483) |
(172) |
12,524 |
13,881 |
8,857 |
(4,483) |
(1,579) |
16,676 |
|
27,595 |
10,097 |
(6,308) |
(2,678) |
28,706 |
32,429 |
11,372 |
(6,308) |
(4,197) |
33,296 |
|
|
|
|
|
|
|
|
|
| |
Accumulated depreciation |
|
|
|
|
|
|
|
|
| |
Hardware |
(1,283) |
(2,405) |
132 |
2,471 |
(1,085) |
(1,291) |
(2,438) |
132 |
2,497 |
(1,100) |
Leasehold improvements and installations (i) |
(1,631) |
(389) |
870 |
- |
(1,150) |
(1,677) |
(404) |
870 |
- |
(1,211) |
Furniture and fixtures |
(419) |
(50) |
- |
35 |
(434) |
(632) |
(56) |
- |
121 |
(567) |
Machinery and equipment |
(1,872) |
(198) |
- |
- |
(2,070) |
(1,872) |
(198) |
- |
- |
(2,070) |
Sales stands |
(2,671) |
(4,244) |
4,483 |
172 |
(2,260) |
(4,615) |
(4,983) |
4,498 |
1,579 |
(3,521) |
|
(7,876) |
(7,286) |
5,485 |
2,678 |
(6,999) |
(10,087) |
(8,079) |
5,500 |
4,197 |
(8,469) |
|
|
|
|
|
|
|
|
|
|
|
Total property and equipment |
19,719 |
2,811 |
(823) |
- |
21,707 |
22,342 |
3,293 |
(808) |
- |
24,827 |
(i) Of this amount, R$1,641 and R$831 refer to the write-off of cost and depreciation, respectively, from leasehold improvements in the branch of Rio de Janeiro, due to its shutdown (Note 1).
The other explanations related to this note were not subject to material changes relative to the disclosures in Note 10 to the financial statements as of December 31, 2017.
11. Intangible assets
During the period ended September 30, 2018, the changes in intangible asset items are summarized below.
|
Company | ||||||||
|
12/31/2017 |
|
|
|
|
09/30/2018 | |||
|
Balance |
Addition |
Write-down |
Amortization |
100% amortized items |
Balance | |||
|
|
|
|
|
|
| |||
Software – Cost |
31,931 |
4,416 |
- |
- |
(24) |
36,323 | |||
Software – Depreciation |
(14,501) |
- |
- |
(5,415) |
24 |
(19,892) | |||
Other |
- |
1,500 |
- |
(556) |
- |
944 | |||
Total intangible assets |
17,430 |
5,916 |
- |
(5,971) |
- |
17,375 | |||
|
|
|
|
| |||||
|
Consolidated | ||||||||
|
12/31/2017 |
|
|
|
|
09/30/2018 | |||
|
Balance |
Addition |
Write-down |
Amortization |
100% amortized items |
Balance | |||
|
|
|
|
|
|
| |||
Software – Cost |
32,658 |
4,586 |
- |
- |
(24) |
37,220 | |||
Software – Depreciation |
(14,965) |
- |
- |
(5,590) |
24 |
(20,531) | |||
Other |
587 |
1,500 |
- |
(556) |
- |
1,531 | |||
Total intangible assets |
18,280 |
6,086 |
- |
(6,146) |
- |
18,220 | |||
|
|
|
|
| |||||
The other explanations related to this note were not subject to material changes relative to the disclosures in Note 11 to the financial statements as at December 31, 2017.
49
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
12. Loans and financing
|
|
|
Company |
Consolidated | ||
Type |
Maturity |
Annual interest rate |
09/30/2018 |
12/31/2017 |
09/30/2018 |
12/31/2017 |
|
|
|
|
|
|
|
National Housing System - SFH /SFI |
October /2018 to July/2021 |
8.30% to 14.19% + TR 12.87% and 143% of CDI
|
490,310 |
598,047 |
567,696 |
733,103 |
Certificate of Bank Credit - CCB (i)
|
January/2021 to August/2021
|
135% of CDI 2.5%/ 3%/ 3.70%/ 4.25%+CDI
|
111,323 |
164,083 |
111,323 |
164,082 |
Total loans and financing (Note 20.i.d, 20.ii.a, 20.iii and 30.ii) |
601.663 |
762.130 |
679,019 |
897,185 | ||
|
|
|
|
|
|
|
Current portion |
|
|
146,405 |
386,605 |
170,171 |
442,073 |
Current portion – reclassification for non-fulfillment of covenant |
|
- |
39,000 |
- |
39,000 | |
Current portion |
|
|
146,405 |
425,605 |
170,171 |
481,073 |
Non-current portion |
|
|
455,228 |
336,525 |
508,848 |
416,112 |
(i) In the period ended September 30, 2018, the Company made payments in the amount of R$93,355, of which R$84,001 related to the principal and R$9,354 related to the interest due. Additionally, it entered into a CCB transaction in the amount of R$ 40,000, with final maturity in August 2021.
The current and non-current loans have the following maturities:
|
Company |
|
Consolidated | ||
Maturity |
09/30/2018 |
12/31/2017 |
|
09/30/2018 |
12/31/2017 |
|
|
|
|
|
|
2018 |
23,711 |
425,605 |
25,163 |
481,073 | |
2019 |
171,789 |
235,076 |
218,394 |
287,227 | |
2020 |
259,435 |
92,118 |
288,765 |
116,799 | |
2021 |
146,698 |
9,331 |
|
146,697 |
12,086 |
601,633 |
762,130 |
679,019 |
897,185 |
In line with the conditions of the investor’s subscription commitment, the Company renegotiated with creditors the postponement of maturing debt in the amount of R$456,316 from 2018 and 2019 to 2020 and 2021. This was ratified through the Board of Directors’ approval of the capital increase on February 28, 2018 (Note 18.1).
The Company and its subsidiaries have restrictive covenants applicable to certain loans and financing that limit their ability to perform certain actions, such as issuing debts, and may require the acceleration or refinancing of loans if the Company does not fulfill such covenants.
The ratios and minimum and maximum amounts required under restrictive covenants for loan and financing transactions are as follows:
|
09/30/2018 |
12/31/2017 |
|
|
|
|
|
|
Loans and financing |
|
|
Net debt cannot exceed 100% of equity plus noncontrolling interests (a) |
87.84% |
126.08% |
Total accounts receivable(1) plus inventory required to be below zero or 2.0 times over venture debt (2) |
4.49 times |
3.62 times |
Total accounts receivable(1) plus inventory of completed units required to be below zero or 2.0 times over net debt less venture debt (2) |
8.76 times |
7.51 times |
Total debt, less venture debt, less cash and cash equivalents and short-term investments(3), cannot exceed 75% of equity plus non-controlling interests |
22.73% |
29.54% |
Total receivables(1) plus unappropriated income plus total inventories of completed units required to be 1.5 time over the net debt plus payable for purchase of properties plus unappropriated cost |
1.96 time |
1.93 time |
Total accounts receivable(1) plus total inventories required to be below zero or 2.0 times over net debt |
3.33 times |
2.77 times |
|
|
|
(1) Total receivables, whenever mentioned, refers to the amount reflected in the Statement of Financial Position plus the amount not shown in the Statement of Financial Position.
(2) Venture debt and secured guarantee debt refer to SFH debts, defined as the sum of all disbursed borrowing contracts which funds were provided by the SFH.
(3) Cash and cash equivalents and short-term investments refer to cash and cash equivalents and marketable securities.
(a) For the periods ended September 30, 2018 to March 31, 2019, and year ended December 31, 2017, the covenant limit is 100%, according to the waiver obtained from the creditor.
50
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
12. Loans and financing --Continued
The following table shows the summary of financial expenses and charges and the capitalized portion within the line item “Properties for sale”.
|
Company |
Consolidated | ||
|
09/30/2018 |
09/30/2017 |
09/30/2018 |
09/30/2017 |
|
|
|
|
|
Total financial charges for the year |
68,683 |
117,416 |
81,284 |
135,698 |
Capitalized financial charges (Note 30) |
(11,365) |
(29,071) |
(27,908) |
(56,225) |
Subtotal (Note 24) |
57,318 |
88,345 |
53,376 |
79,473 |
|
|
|
|
|
Financial charges included in “Properties for sale”: |
|
|
|
|
|
|
|
|
|
Opening balance |
290,631 |
329,651 |
301,025 |
343,231 |
Capitalized financial charges |
11,365 |
29,071 |
27,908 |
56,225 |
Charges recognized in profit or loss (Note 23) |
(85,637) |
(61,997) |
(99,397) |
(91,117) |
Closing balance (Note 6) |
216,359 |
296,725 |
229,536 |
308,339 |
The recorded amount of properties for sale offered as guarantee for loans, financing and debentures was R$557,796 (R$796,800 as at December 31, 2017).
The other explanations related to this note were not subject to material changes relative to the disclosures in Note 12 to the financial statements as at December 31, 2017.
13. Debentures
|
|
|
|
Company and Consolidated | |
Program/placement |
Principal - R$ |
Annual interest |
Final maturity |
09/30/2018 |
12/31/2017 |
|
|
|
|
|
|
Ninth placement (i) |
- |
CDI + 3.00% |
January 2021 |
- |
49,877 |
Tenth placement (ii) |
36,667 |
IPCA + 8.37% |
January 2021 |
48,053 |
71,011 |
Eleventh placement – 1st series A (iii) |
74,805 |
CDI + 5.25% |
February 2020 |
74,201 |
86,825 |
Twelfth placement (iv) (a) |
70,502 |
CDI + 3.75% |
July 2020 |
69,381 |
- |
Thirteenth placement (v) (b) |
89,657 |
CDI + 3.00% |
June 2022 |
89,690 |
- |
Total debentures (Note 20.i.d, 20.ii.a, 20.iii and 30.ii) |
281,325 |
207,713 | |||
|
|
|
|
|
|
Current portion |
|
|
|
31,196 |
88,177 |
Non-current portion |
|
|
|
250,129 |
119,536 |
(a) On May 21, 2018, the Company approved the 12th Private Placement of Non-convertible Debentures, with a general guarantee, in sole series in the total amount of R$76,000, with final maturity in July 2020. The proceeds from the placement will be used in the development of select real-estate ventures and their guarantees are represented by the conditional sale of real estate receivables and the purchase of a completion bond related to a specific venture. The face value of the placement will accrue interest corresponding to the cumulative variation of Interbank Deposit (DI) plus a surcharge equivalent to 3.75% p.a..
(b) On July 3, 2018, the Company approved the 13th Private Placement of Non-convertible Debentures, with a general guarantee, in sole series in the total amount of R$90,000, with final maturity in June 2022. The proceeds from the placement will be used in the development of select real estate ventures and their guarantees are represented by the conditional sale of real estate receivables. The face value of the placement will accrue interest corresponding to the cumulative variation of Interbank Deposit (DI) plus a surcharge equivalent to 3% p.a..
In the period ended September 30, 2018, the Company made the following payments:
Face Value placement |
Interest payable |
Total amortization | |
(i) |
50,195 |
2,054 |
52,249 |
(ii) |
18,333 |
9,129 |
27,462 |
(iii) |
13,005 |
7,058 |
20,063 |
(iv) |
5,498 |
2,052 |
7,550 |
(v) |
343 |
1,568 |
1,911 |
|
87,374 |
21,861 |
109,235 |
51
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
13. Debentures--Continued
The maturities of current and non-current installments are as follows:
|
Company and Consolidated | |
Maturity |
09/30/2018 |
31/122017 |
|
|
|
2018 |
7,776 |
88,177 |
2019 |
63,927 |
51,530 |
2020 |
162,039 |
68,006 |
2021 |
45,596 |
- |
2022 |
1,987 |
- |
281,325 |
207,713 |
In line with the conditions to the investor’s subscription commitment, the Company renegotiated with creditors the postponement of debt maturities from 2018 and 2019 to 2020 and 2021. This was ratified through the Board of Directors’ approval of the capital increase on February 28, 2018 (Note 18.1).
The Company has complied with the restrictive covenants of debentures at the reporting date of this quarterly information. The ratios and minimum and maximum amounts required under such restrictive covenants are as follows:
|
09/30/2018 |
12/31/2017 |
|
|
|
Ninth placement |
|
|
Total account receivable (1) plus inventory required to be below zero or 2.0 times over net debt |
- |
2.77 times |
Net debt cannot exceed 100% of equity plus noncontrolling interests |
- |
126.08% |
|
|
|
Tenth placement |
|
|
Total account receivable (1) plus inventory required to be below zero or 2.0 times over net debt less venture debt (2) |
12.87 times |
11.83 times |
Total debt less venture debt (2), less cash and cash equivalents and short-term investments ( (3), cannot exceed 75% of equity plus noncontrolling interests |
22.73% |
29.54% |
|
|
|
|
|
|
|
|
|
(1) Total receivables, whenever mentioned, refers to the amount reflected in the Statement of Financial Position plus the amount not shown in the Statement of Financial Position.
(2) 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.
(3) Cash and cash equivalents and short-term investments refer to cash and cash equivalents and marketable securities.
The other explanations related to this note were not subject to material changes relative to the disclosures in Note 13 to the financial statements as at December 31, 2017.
14. Obligations assumed on assignment of receivables
The transactions related to the assignment of the receivable portfolio are as follows:
|
Company |
Consolidated | ||
|
09/30/2018 |
12/31/2017 |
09/30/2018 |
12/31/2017 |
|
|
|
|
|
Obligation CCI June/2011 |
419 |
769 |
957 |
1,502 |
Obligation CCI December/2011 |
687 |
1,729 |
708 |
1,827 |
Obligation CCI July/2012 |
13 |
29 |
13 |
29 |
Obligation CCI November/2012 |
- |
- |
2,467 |
2,491 |
Obligation CCI December/2012 |
3,354 |
3,796 |
3,365 |
3,796 |
Obligation CCI November/2013 |
913 |
876 |
2,600 |
2,850 |
Obligation CCI November/2014 |
1,367 |
1,772 |
2,020 |
3,191 |
Obligation CCI December/2015 |
3,759 |
5,126 |
8,362 |
10,523 |
Obligation CCI March/2016 |
8,882 |
10,463 |
9,649 |
11,287 |
Obligation CCI May/2016 |
5,667 |
7,623 |
7,671 |
9,548 |
Obligation CCI August/2016 |
4,287 |
7,525 |
4,521 |
7,574 |
Obligation CCI December/2016 |
9,673 |
13,710 |
9,990 |
14,158 |
Obligation CCI March/2017 |
12,044 |
15,357 |
12,281 |
15,487 |
Obligation FIDC |
10 |
37 |
51 |
130 |
Total obligations assumed on assignment of receivables (Note 20.i.d and 20.ii.a) |
51,075 |
68,812 |
64,655 |
84,393 |
|
|
|
|
|
Current portion |
20,429 |
23,953 |
26,941 |
31,001 |
Non-current potion |
30,646 |
44,859 |
37,714 |
53,392 |
52
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
14. Obligations assumed on assignment of receivables --Continued
The current and non-current portions had the following maturities:
|
Company |
|
Consolidated | ||
Maturity |
09/30/2018 |
12/31/2017 |
|
09/30/2018 |
12/31/2017 |
|
|
|
|
|
|
2018 |
5,400 |
23,953 |
9,132 |
31,001 | |
2019 |
16,042 |
16,588 |
19,513 |
20,042 | |
2020 |
11,343 |
11,645 |
|
14,065 |
14,068 |
2021 |
6,967 |
7,299 |
|
8,862 |
8,967 |
2022 onwards |
11,323 |
9,327 |
|
13,083 |
10,315 |
51,075 |
68,812 |
|
64,655 |
84,393 |
The other explanations related to this note were not subject to material changes relative to the disclosures in Note 14 to the financial statements as at December 31, 2017.
15. Other payables
|
Company |
Consolidated | ||
|
09/30/2018 |
12/31/2017 |
09/30/2018 |
12/31/2017 |
|
|
|
|
|
Cancelled contract payable |
43,124 |
42,976 |
61,666 |
61,367 |
Warranty provision |
22,414 |
26,070 |
22,414 |
26,070 |
Long term PIS and COFINS (deferred and payable) |
9,692 |
3,627 |
11,192 |
5,446 |
Provision for net capital deficiency (Note 9.i.d) |
9,345 |
2,630 |
2,479 |
2,063 |
Long-term suppliers (Note 20.i.d) |
3,229 |
2,324 |
4,017 |
3,187 |
Share-based payment - Phantom Shares (Note 18.3) |
3,380 |
4,060 |
3,380 |
4,060 |
Other liabilities |
656 |
9,001 |
2,514 |
9,288 |
Total other payables |
91,840 |
90,688 |
107,662 |
111,481 |
|
|
|
|
|
Current portion |
81,076 |
83,647 |
97,075 |
104,386 |
Non-current portion |
10,764 |
7,041 |
10,587 |
7,095 |
16. Provisions for legal claims and commitments
In the period ended September 30, 2018, the changes in the provision were as follows:
Company |
Civil lawsuits |
Tax proceedings |
Labor claims |
Total |
Balance at December 31, 2017 |
138,481 |
759 |
56,203 |
195,443 |
Additional provision (Note 23) |
27,831 |
8 |
16,802 |
44,641 |
Payment and reversal of unused provision (i) |
(46,697) |
(130) |
(19,421) |
(66,248) |
Balance at September 30, 2018 |
119,615 |
637 |
53,584 |
173,836 |
|
|
|
|
|
Current portion |
55,819 |
637 |
21,711 |
78,167 |
Non-current portion |
63,796 |
- |
31,873 |
95,669 |
Consolidated |
Civil lawsuits |
Tax proceedings |
Labor claims |
Total |
Balance at December 31, 2017 |
138,636 |
759 |
58,982 |
198,377 |
Additional provision (Note 23) |
27,938 |
8 |
16,818 |
44,764 |
Payment and reversal of unused provision (i) |
(46,697) |
(130) |
(19,590) |
(66,417) |
Balance at September 30, 2018 |
119,877 |
637 |
56,210 |
176,724 |
|
|
|
|
|
Current portion |
55,819 |
637 |
21,711 |
78,167 |
Non-current portion |
64,058 |
- |
34,499 |
98,557 |
(i) Of this amount, R$15,000 refers to the payment of two arbitration cases and R$5,700 refers to the payment of a lawsuit related to construction defect in a venture which initial liability rests with a former shareholder of the Company.
(a) Civil lawsuits, tax proceedings and labor claims
As at September 30, 2018, the Company and its subsidiaries deposited in court the amount of R$91,818 (R$80,903 in 2017) in the Company’s balance, and R$94,818 (R$83,523 in 2017) in the consolidated balance (Note 7).
53
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
16. Provisions for legal claims and commitments --Continued
(b) Civil lawsuits, tax proceedings and labor claims --Continued
Company |
Consolidated | ||||
|
|
09/30/2018 |
12/31/2017 |
09/30/2018 |
12/31/2017 |
|
|
|
|
|
|
Civil lawsuits |
|
47,689 |
40,837 |
48,736 |
42,147 |
Tax proceedings |
|
29,668 |
24,679 |
30,442 |
25,500 |
Labor claims |
14,461 |
15,387 |
15,640 |
15,876 | |
Total (Note 7) |
91,818 |
80,903 |
94,818 |
83,523 |
(i) Lawsuits with a likelihood of loss considered possible
As at September 30, 2018, the Company and its subsidiaries are aware of other civil, labor and tax lawsuits and risks. Based on the history of probable lawsuits and a specific analysis of main claims, the measurement of the claims with a likelihood of loss considered possible amounted to R$295,771 (R$350,843 in 2017) in the Company’s financial statement and R$298,109 (R$357,089 in 2017) in the consolidated financial statement, based on the average past outcomes adjusted to reflect current estimates, for which the Company’s Management believes it is not necessary to recognize a provision for any eventual losses.
|
|
Company |
Consolidated | ||
|
|
09/30/2018 |
12/31/2017 |
09/30/2018 |
12/31/2017 |
|
|
|
|
|
|
Civil lawsuits |
|
169,540 |
251,341 |
169,596 |
251,402 |
Tax proceedings |
|
93,735 |
45,150 |
93,935 |
45,240 |
Labor claims |
32,496 |
54,352 |
34,578 |
60,447 | |
Total |
295,771 |
350,843 |
298,109 |
357,089 |
(b) Payables related to the completion of real estate ventures
There was no material change relative to the information disclosed in Note 16(i)(b) to the financial statements as at December 31, 2017.
(c) Other commitments
In addition to the commitments mentioned in Notes 6, 12 and 13, the Company had commitments related to the rental of a commercial property where its facilities are located, at a monthly cost of R$383 (rent + condominium fees + IPTU), indexed to the IGP-M/FGV variation and the contract expiration is in March 2024.
The estimated minimum future payments for commercial property rental totals R$28,644, considering the above-mentioned period through contract expiration, as follows.
|
Consolidated |
Payment estimate |
09/30/2018 |
|
|
2018 |
1,150 |
2019 |
4,806 |
2020 |
4,998 |
2021 |
5,198 |
2022 onwards |
12,492 |
28,644 |
According to Note 31, on October 4, 2018, the Company called an ESM to be held on November 21, 2018 at first call, to take resolutions on the move of the registered office to the municipality of São Caetano, in the Company’s own property, which is currently in inventory.
The other explanations related to this note were not subject to material changes relative to the disclosures in Note 16 to the financial statements as at December 31, 2017.
54
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
17. Payables for purchase of properties and advances from customers
|
|
Company |
Consolidated | ||
|
Maturity |
09/30/2018 |
12/31/2017 |
09/30/2018 |
12/31/2017 |
|
|
|
|
|
|
Payables for purchase of properties |
October 2018 to November 2022 |
125,606 |
104,361 |
141,008 |
118,201 |
Adjustment to present value |
|
(15,688) |
(9,718) |
(16,349) |
(10,352) |
Advances from customers |
|
|
|
|
|
Development and sales |
|
24,741 |
61,039 |
39,279 |
63,748 |
Barter transaction - Land (Note 30) |
|
122,065 |
113,608 |
189,295 |
137,237 |
Total payables for purchase of properties and advances from customers (Notes 20.i.d and 20.ii.a) |
|
256,724 |
269,290 |
353,233 |
308,834 |
|
|
|
|
|
|
Current portion |
|
99,409 |
132,098 |
145,468 |
156,457 |
Non-current portion |
|
157,315 |
137,192 |
207,765 |
152,377 |
The current and non-current portions have the following maturities:
|
Company |
|
Consolidated | ||
Maturity |
09/30/2018 |
12/31/2017 |
|
09/30/2018 |
12/31/2017 |
|
|
|
|
|
|
2018 |
47,603 |
132,098 |
|
77,276 |
156,457 |
2019 |
65,608 |
61,212 |
|
88,457 |
67,632 |
2020 |
56,179 |
40,771 |
|
81,282 |
40,987 |
2021 |
38,412 |
19,553 |
|
51,488 |
19,553 |
2022 onwards |
48,922 |
15,656 |
|
54,730 |
24,205 |
256,724 |
269,290 |
|
353,233 |
308,834 |
18. Equity
18.1. Capital
On February 28, 2018, the Board of Directors partially ratified the capital increase approved at the ESM held on December 20, 2017, in view of the subscription and full payment of 16,717,752 new common shares at a price per share of R$15.00, of which R$0.01 per share was allocated to capital, and R$14.99 per share was allocated to capital reserve, totaling R$167 and R$250,599, respectively.
Therefore, as at September 30, 2018, the Company's authorized and paid-in capital amounts to R$2,521,319 (R$2,521,152 in 2017), represented by 44,757,914 (28,040,162 in 2017) registered common shares, with no par value, of which 871,664 (938,044 in 2017) were held in treasury in both periods.
According to the Company’s articles of incorporation, the capital may be increased without the need to make amendments to it, upon a resolution by the Board of Directors, which shall set the conditions for issuance within the limit of 71,031,876 (seventy one million thirty one thousand eight hundred and seventy six) common shares.
55
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
18. Equity --Continued
18.1. Capital --Continued
On September 28, 2018, the Company approved the creation of a new program to repurchase its common shares of the Share Repurchase Program. The acquired shares will be held in treasury, and may be cancelled, disposed of and/or used later on, up to the limit of 3,516,970 common shares. The maximum period for share acquisition will be 12 months, beginning on October 1, 2018 and ending on October 1, 2019.
In the period ended September 30, 2018 and year ended December 31, 2017 no treasury shares were purchased. Additionally, in the period ended September 30, 2018, the Company transferred 6,900 shares (112,203 in 2017) 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$1 (R$818 in 2017), and disposed of 59,480 shares, for which it received the total amount of R$714.
Treasury shares |
|
| |||||
Type |
GFSA3 |
R$ |
% |
Market value (*) R$ thousand |
Carrying value R$ thousand | ||
Acquisition date |
Amount (i) |
Weighted average price |
% - on shares outstanding |
09/30/2018 |
12/31/2017 |
09/30/2018 |
12/31/2017 |
11/20/2001 |
44,462 |
38.9319 |
0.10% |
498 |
910 |
1,731 |
1,731 |
Changes in 2013: |
|
|
|
|
|
|
|
Acquisitions |
1,372,096 |
51.9927 |
3.14% |
15,354 |
28,073 |
71,339 |
71,339 |
Changes in 2014: |
|
|
|
|
|
|
|
Acquisitions |
3,243,947 |
35.5323 |
7.43% |
36,300 |
66,371 |
115,265 |
115,265 |
Transfers |
(405,205) |
43.3928 |
-0.93% |
(4,534) |
(8,290) |
(17,583) |
(17,583) |
Cancellations |
(2,039,086) |
44.9677 |
-4.67% |
(22,817) |
(41,720) |
(91,693) |
(91,693) |
Changes in 2015: |
|
|
|
|
|
|
|
Acquisitions |
884,470 |
27.3124 |
2.03% |
9,897 |
18,096 |
24,157 |
24,157 |
Transfers |
(90,622) |
33.3473 |
-0.21% |
(1,014) |
(1,854) |
(3,022) |
(3,022) |
Cancellations |
(2,225,020) |
33.3543 |
-5.10% |
(24,898) |
(45,524) |
(74,214) |
(74,214) |
Changes in 2016: |
|
|
|
|
|
|
|
Acquisitions |
334,020 |
26.0254 |
0.77% |
3,738 |
6,834 |
8,693 |
8,693 |
Transfers |
(68,814) |
31.2290 |
-0.16% |
(770) |
(1,408) |
(2,149) |
(2,149) |
Changes in 2017: |
|
|
|
|
|
|
|
Transfers |
(112,203) |
30.6142 |
-0.26% |
(1,256) |
(2,296) |
(3,435) |
(3,435) |
Changes in 2018: |
|
|
|
|
|
|
|
Transfers |
(6,900) |
30.5797 |
-0.02% |
(77) |
- |
(211) |
- |
Disposal |
(59,480) |
30.6153 |
-0.14% |
(666) |
- |
(1,821) |
- |
Total |
871,664 |
31.0406 |
2.03% |
9,754 |
19,192 |
27,057 |
29,089 |
|
|
|
|
|
|
|
|
(*) Market value calculated based on the closing share price on September 30, 2018 at R$11.19 (R$20.46 in 2017) not considering the effect of occasional volatilities.
(i) Amount shown adjusted by the reverse split of shares at the ratio of 13.483023074 to 1, performed on March 23, 2017.
The Company holds shares in treasury acquired in 2001 in order to guarantee the enforcement of lawsuits (Note 16(a)(i)).
The change in the number of outstanding shares was as follows:
|
Common shares - In thousands |
Outstanding shares as of December 31, 2017 |
26,972 |
Disposal of shares |
59 |
Subscription of shares |
16,718 |
Change in shares held by the management members of the Company |
(787) |
Outstanding shares as of September 30, 2018 |
42,962 |
|
|
Weighted average shares outstanding (Note 27) |
41,710 |
56
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
18. Equity --Continued
18.2. Stock option plan
Expenses incurred in relation to the granting of stock options are recorded in the line item “General and administrative expenses” (Note 23) and presented the following effects on profit or loss in the periods ended September 30, 2018 and 2017:
|
Company and Consolidated | |
09/30/2018 |
09/30/2017 | |
|
|
|
Equity-settled stock option plan |
2,592 |
2,918 |
Phantom Shares |
(680) |
(20) |
Total option grant expenses (Note 23) |
1,912 |
2,898 |
The Company has a total of six stock option plans comprising common shares, launched in 2012, 2013, 2014, 2015, 2016 and 2018 which follows the rules established in the Stock Option Plan of the Company.
The granted options entitle their holders (beneficiaries) to purchase common shares of the Company’s capital, after periods that vary from one to four years of employment (the essential condition for the exercise of 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 an expense in profit or loss (as counter-entry to equity) during the grace period of the plan, to the extent the services are provided by employees and management members.
The changes in options outstanding in the period ended September 30, 2018 and year ended December 31, 2017, which include their respective weighted average exercise prices, were as follows:
|
09/30/2018 |
2017 | ||
|
Number of options |
Weighted average exercise price (Reais) |
Number of options |
Weighted average exercise price (Reais) |
Options outstanding at the beginning of the year |
841,172 |
16.99 |
957,358 |
28.50 |
Options granted |
2,685,474 |
15.00 |
- |
- |
Options exercised (i) |
(21,079) |
(16.25) |
(112,203) |
(14.65) |
Options forfeited and amount adjustment due to the discontinued operations of Tenda, net |
(13,934) |
(0.09) |
(3,983) |
(21.07) |
Options outstanding at the end of the period |
3,491,633 |
15.58 |
841,172 |
16.99 |
(i) In the period ended September 30, 2018, the amount received through exercised options was R$1 (R$818 in 2017).
Options outstanding and exercisable as of September 30, 2018, were as follows:
Options outstanding |
Options exercisable | |||
Number of options |
Weighted average remaining contractual life (years) |
Weighted average exercise price (Reais) |
Number of options |
Weighted average exercise price (Reais) |
|
|
|
|
|
3,491,633 |
2.92 |
15.58 |
629,938 |
16.99 |
57
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
18. Equity --Continued
18.2. Stock option plan -- Continued
During the period ended September 30, 2018. the Company granted 2,685,474 options in connection with its stock option plans made up of common shares (no options were granted in 2017).
The models used by the Company for pricing granted options are the Binomial model for traditional options and the MonteCarlo model for options in the Restricted Stock Options format.
For the period ended September 30, 2018 the fair value of the options granted totaled R$12,807, determined based on the following assumptions:
|
2018 |
Pricing model |
Binomial |
Exercise price of options (R$) |
R$15.00 |
Weighted average price of options ( (R$) |
R$15.00 |
Expected volatility (%) – (*) |
52% |
Expected option life (years) |
4.6 years |
Dividend income (%) |
1.98% |
Risk-free interest rate (%) |
6.64% |
(*)The volatility was determined based on regression analysis of the ratio of the share volatility of Gafisa S.A. to the Ibovespa index.
18.3. Share-based payment – Phantom Shares
The Company has a total of two cash-settled share-based payment plans with fixed terms and conditions, according to the plans approved by the Company, launched in 2015 and 2016.
As at September 30, 2018, the amount of R$3,380 (R$4,060 in 2017), related to the fair value of the phantom shares granted, is recognized in the line item “Other payables” (Note 15).
The other explanations related to this note were not subject to material changes relative to the disclosures in Note 18 to the financial statements as at December 31, 2017.
58
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
19. Income tax and social contribution
The reconciliation of the effective tax rate for the periods ended September 30, 2018 and 2017 was as follows:
|
Company |
Consolidated | ||
|
09/30/2018 |
09/30/2017 |
09/30/2018 |
09/30/2017 |
|
|
|
|
|
Profit (loss) before income tax and social contribution, and statutory interest |
(122,509) |
(485,417) |
(122,096) |
(483,864) |
Income tax calculated at the applicable rate - 34 % |
41,653 |
165,041 |
41,513 |
164,514 |
|
|
|
|
|
Net effect of subsidiaries and ventures taxed based on the presumed profit and RET |
- |
- |
(10,866) |
(12,672) |
Income from equity method investments |
(23,421) |
(59,793) |
(12,701) |
(48,505) |
Stock option plan |
(881) |
(992) |
(881) |
(992) |
Other permanent differences |
(829) |
467 |
(829) |
468 |
Charges on payables to venture partners |
(136) |
(334) |
207 |
(335) |
Net effect on discontinued operations (a) |
- |
(25,413) |
- |
(25,413) |
Unrecognized tax credits |
(16,386) |
(78,976) |
(18,777) |
(78,738) |
|
- |
- |
(2,334) |
(1,673) |
|
|
|
|
|
Tax expenses - current |
- |
- |
(2,334) |
(1,673) |
Tax income (expenses) - deferred |
- |
- |
- |
- |
(a) Effect attributable to discontinued operations not reflected in the base of profit before taxes, but with the effect of reducing the entity’s tax base.
(i) Deferred income tax and social contribution
As at September 30, 2018 and December 31, 2017, deferred income tax and social contribution are from the following sources:
|
Company |
Consolidated | ||
|
09/30/2018 |
12/31/2017 |
09/30/2018 |
12/31/2017 |
Assets |
|
|
|
|
Provisions for legal claims |
59,104 |
66,451 |
60,086 |
67,448 |
Temporary differences – Deferred PIS and COFINS |
15,981 |
10,117 |
15,981 |
10,117 |
Provisions for realization of non-financial assets |
240,458 |
225,234 |
240,458 |
225,234 |
Temporary differences – CPC adjustment |
23,927 |
20,613 |
23,927 |
20,613 |
Other provisions |
21,444 |
23,397 |
21,443 |
23,479 |
Income tax and social contribution loss carryforwards |
347,288 |
295,860 |
364,848 |
310,933 |
|
708,202 |
641,672 |
726,743 |
657,824 |
|
|
|
|
|
Unrecognized tax credits of continued operations (a) |
(601,312) |
(579,192) |
(619,853) |
(595,344) |
|
(601,312) |
(579,192) |
(619,853) |
(595,344) |
Liabilities |
|
|
|
|
Negative goodwill |
(2,069) |
(2,069) |
(2,069) |
(2,069) |
Temporary differences –CPC adjustment |
(105,395) |
(104,321) |
(105,395) |
(104,321) |
Differences between income taxed on cash basis and recorded on an accrual basis |
(73,899) |
(30,563) |
(73,899) |
(30,563) |
|
(181,363) |
(136,953) |
(181,363) |
(136,953) |
|
|
|
|
|
Total net |
(74,473) |
(74,473) |
(74,473) |
(74,473) |
(a) Of this amount. R$5,735 refers to the impact from the first-time adoption of CPC 48 as of January 1, 2018 (Note 3).
The balances of income tax and social contribution loss carryforwards for offsetting were as follows:
|
Company | ||||||
|
09/30/2018 |
|
12/31/2017 | ||||
|
Income tax |
Social contribution |
Total |
|
Income tax |
Social contribution |
Total |
Balance of income tax and social contribution loss carryforwards |
1,021,435 |
1,021,435 |
- |
|
870,176 |
870,176 |
- |
Deferred tax asset (25%/9%) |
255,359 |
91,929 |
347,288 |
|
217,544 |
78,316 |
295,860 |
Recognized deferred tax asset |
23,468 |
8,449 |
31,917 |
|
23,468 |
8,449 |
31,917 |
Unrecognized deferred tax asset |
231,891 |
83,480 |
315,371 |
|
194,076 |
69,867 |
263,943 |
|
Consolidated | ||||||
|
09/30/2018 |
|
12/31/2017 | ||||
|
Income tax |
Social contribution |
Total |
|
Income tax |
Social contribution |
Total |
Balance of income tax and social contribution loss carryforwards |
1,073,083 |
1,073,083 |
- |
|
914,509 |
914,509 |
- |
Deferred tax asset (25%/9%) |
268,271 |
96,577 |
364,848 |
|
228,627 |
82,306 |
310,933 |
Recognized deferred tax asset |
23,468 |
8,449 |
31,917 |
|
23,468 |
8,449 |
31,917 |
Unrecognized deferred tax asset |
244,803 |
88,128 |
332,931 |
|
205,159 |
78,357 |
279,016 |
The other explanations related to this note were not subject to material changes relative to the disclosures in Note 19 to the financial statements as at December 31, 2017.
59
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
20. 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 for hedging purposes 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 results from these operations are consistent with the policies and strategies devised by the Company’s 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 relative to the credit risks disclosed in Note 20(i)(a) to the financial statements as at December 31, 2017.
b) Derivative financial instruments
As at September 30, 2018, the Company did not have any derivative instrument 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.
In the period ended September 30, 2018, the Company settled the following derivative contract aimed at hedging against interest rate fluctuations.
Reais |
Percentage |
Validity |
Gain (loss) on derivative instruments - net | ||||
|
|
|
|
| |||
Swap agreements (Fixed for CDI) |
Face value |
Original Index – asset position |
Swap – liability position |
Beginning |
End |
09/30/2018 |
12/31/2017 |
|
|
|
|
|
|
|
|
Banco Votorantim S.A. |
130,000 |
CDI + 1.90% |
118% CDI |
07/22/2014 |
07/26/2018 |
- |
404 |
Total derivative financial instruments (Note 20.i.d and Note 20.ii.a) |
- |
404 | |||||
|
|
|
|
|
|
|
|
|
|
|
|
Current |
- |
404 | |
|
|
|
|
Non-current |
- |
- |
During period ended September 30, 2018, the income amount of R$763 (R$790 in 2017) in the individual and consolidated financial statements, which refers to the net result of an the interest swap transaction, arising from the a payment in the amount of R$404 and an upward market change of R$1,168. was recognized in the “financial income (expenses)” line in the statement of profit or loss for the year, allowing a correlation between the effect of such transactions and the interest rate fluctuations in the Company’s statement of financial position (Note 24).
60
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
20. Financial instruments --Continued
(i) Risk considerations --Continued
b) Derivative financial instruments --Continued
The estimated fair value of derivative financial instruments purchased 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 relative to the interest rate risks disclosed in Note 20(i)(c) to the financial statements as at December 31, 2017.
d) Liquidity risk
There was no significant change relative to the liquidity risks disclosed in Note 20(i)(d) to the financial statements as at December 31, 2017.
The maturities of financial instruments in the form of loans, financing, suppliers, payables to venture partners and debentures were as follows:
Period ended September 30, 2018 |
Company | ||||
Liabilities |
Less than 1 year |
1 to 3 years |
4 to 5 years |
More than 5 years |
Total |
Loans and financing (Note 12) |
146,405 |
455,228 |
- |
- |
601,633 |
Debentures (Note 13) |
31,196 |
250,129 |
- |
- |
281,325 |
Obligations assumed on assignment of receivables (Note 14) |
20,429 |
18,275 |
5,513 |
6,858 |
51,075 |
Suppliers (Note 15 and Note 20.ii.a) |
91,494 |
3,229 |
- |
- |
94,723 |
Payables for purchase of properties and advance from customers (Note 17) |
99,409 |
97,981 |
59,334 |
- |
256,724 |
|
388,933 |
824,842 |
64,847 |
6,858 |
1,285,480 |
Assets |
|
|
|
|
|
Cash and cash equivalents and short-term investments (Notes 4.1 and 4.2) |
186,742 |
- |
- |
- |
186,742 |
Trade accounts receivable (Note 5) |
477,078 |
132,108 |
57,786 |
- |
666,972 |
|
663,820 |
132,108 |
57,786 |
- |
853,714 |
Period ended September 30, 2018 |
Consolidated | ||||
Liabilities |
Less than 1 year |
1 to 3 years |
4 to 5 years |
More than 5 years |
Total |
Loans and financing (Note 12) |
170,171 |
508,848 |
- |
- |
679,019 |
Debentures (Note 13) |
31,196 |
250,129 |
- |
- |
281,325 |
Obligations assumed on assignment of receivables (Note 14) |
26,941 |
25,089 |
6,993 |
5,632 |
64,655 |
Suppliers (Note 15 and Note 20.ii.a) |
106,363 |
4,017 |
- |
- |
110,380 |
Payables for purchase of properties and advance from customers (Note 17) |
145,468 |
140,709 |
67,056 |
- |
353,233 |
|
480,139 |
928,792 |
74,049 |
5,632 |
1,488,612 |
Assets |
|
|
|
|
|
Cash and cash equivalents and short-term investments (Notes 4.1 and 4.2) |
194,446 |
- |
- |
- |
194,446 |
Trade accounts receivable (Note 5) |
569,166 |
143,318 |
71,087 |
- |
783,571 |
|
763,612 |
143,318 |
71,087 |
- |
978,017 |
61
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
20. Financial instruments --Continued
(i) Risk considerations --Continued
d) Liquidity risk --Continued
Fair value classification
The Company uses the same classification disclosed in Note 20(i)(d) to the financial statements as at December 31, 2017 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 at September 30, 2018 and December 31, 2017 was as follows:
|
Company |
Consolidated | ||||
|
Fair value classification | |||||
As of September 30, 2018 |
Level 1 |
Level 2 |
Level 3 |
Level 1 |
Level 2 |
Level 3 |
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
Short-term investments (Note 4.2) |
- |
182,830 |
- |
- |
186,515 |
- |
|
Company |
Consolidated | ||||
|
Fair value classification | |||||
As of December 31. 2017 |
Level 1 |
Level 2 |
Level 3 |
Level 1 |
Level 2 |
Level 3 |
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
Short-term investments (Note 4.2) |
- |
110,945 |
- |
- |
118,935 |
- |
Derivative financial instruments (Note 20.i.b) |
- |
404 |
- |
- |
404 |
- |
In the period ended September 30, 2018, there were no transfers between the Levels 1 and 2 fair value classifications, nor were transfers between Levels 3 and 2 fair value classifications.
(ii) Fair value of financial instruments
a) Fair value measurement
The Company uses the same methods and assumptions disclosed in Note 20(ii)(a) to the financial statements as at December 31, 2017 to estimate the fair value of each financial instrument class for which the estimate of value is practicable.
The most significant carrying values and fair values of financial assets and liabilities as at September 30, 2018 and December 31, 2017, classified into Level 2 of the fair value classification, are as follows:
62
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
20. Financial instruments —Continued
(ii) Fair value of financial instruments --Continued
a) Fair value measurement--Continued
|
Company |
| |||
|
09/30/2018 |
12/31/2017 |
| ||
|
Carrying value |
Fair value |
Carrying value |
Fair value |
Classification |
|
|
|
|
| |
Financial assets |
|
|
|
|
|
Cash and cash equivalents (Note 4.1) |
3,912 |
3,912 |
7,461 |
7,461 |
(*) |
Short-term investments (Note 4.2) |
182,830 |
182,830 |
110,945 |
110,945 |
(*) |
Derivative financial instruments (Note 20(i)(b)) |
- |
- |
404 |
404 |
(**) |
Trade accounts receivable (Note 5) |
666,972 |
666,972 |
531,830 |
531,830 |
(**) |
Loan receivable (Note 21.1) |
26,621 |
26,621 |
22,179 |
22,179 |
(**) |
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
Loans and financing (Note 12) |
601,633 |
632,663 |
762,130 |
806,977 |
(**) |
Debentures (Note 13) |
281,325 |
310,598 |
207,713 |
227,655 |
(**) |
Suppliers |
94,723 |
94,723 |
88,014 |
88,014 |
(**) |
Obligations assumed on assignment of receivables (Note 14) |
51,075 |
51,075 |
68,812 |
68,812 |
(**) |
Payables for purchase of properties and advances from customers (Note 17) |
256,724 |
256,724 |
269,290 |
269,290 |
(**) |
Loan payable (Note 21.1) |
14,109 |
14,109 |
10,511 |
10,511 |
(**) |
|
Consolidated |
| |||
|
09/30/2018 |
12/31/2017 |
| ||
|
Carrying value |
Fair value |
Carrying value |
Fair value |
Classification |
|
|
|
|
| |
Financial assets |
|
|
|
|
|
Cash and cash equivalents (Note 4.1) |
7,931 |
7,931 |
28,527 |
28,527 |
(*) |
Short-term investments (Note 4.2) |
186,515 |
186,515 |
118,935 |
118,935 |
(*) |
Derivative financial instruments (Note 20(i)(b)) |
- |
- |
404 |
404 |
(**) |
Trade accounts receivable (Note 5) |
783,571 |
783,571 |
684,078 |
684,078 |
(**) |
Loan receivable (Note 21.1) |
26,621 |
26,621 |
22,179 |
22,179 |
(**) |
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
Loans and financing (Note 12) |
679,019 |
711,277 |
897,185 |
944,821 |
(**) |
Debentures (Note 13) |
281,325 |
310,598 |
207,713 |
227,655 |
(**) |
Suppliers |
110,380 |
110,380 |
101,849 |
101,849 |
(**) |
Obligations assumed on assignment of receivables (Note 14) |
64,655 |
64,655 |
84,393 |
84,393 |
(**) |
Payables for purchase of properties and advances from customers (Note 17) |
353,233 |
353,233 |
308,834 |
308,834 |
(**) |
Loan payable (Note 21.1) |
14,109 |
14,109 |
10,511 |
10,511 |
(**) |
(*) Fair value through profit or loss
(**) Amortized cost
There was no significant change relative to the other information disclosed in Note 20(ii)(a) to the financial statements as at December 31, 2017.
(b) Risk of debt acceleration
As at September 30, 2018, the Company has loan and financing agreements in effect, with restrictive covenants related to cash generation, debt ratios, and other. These restrictive covenants have been observed by the Company and do not restrict its ability to continue a going concern.
63
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
20. Financial instruments --Continued
(iii) Capital stock management
The explanations related to this note were not subject to material changes relative to the disclosures in Note 20(iii) to the financial statements as at December 31, 2017.
The Company includes in its net debt structure: loans and financing, debentures, less cash and cash equivalents and short-term investments (cash and cash equivalents and marketable securities):
|
Company |
Consolidated | ||
|
09/30/2018 |
12/31/2017 |
09/30/2018 |
12/31/2017 |
|
|
|
|
|
Loans and financing (Note 12) |
601,633 |
762,130 |
679,019 |
897,185 |
Debentures (Note 13) |
281,325 |
207,713 |
281,325 |
207,713 |
( - ) Cash and cash equivalents and short-term investments (Notes 4.1 and 4.2) |
(186,742) |
(118,406) |
(194,446) |
(147,462) |
Net debt |
696,216 |
851,437 |
765,898 |
957,436 |
Equity |
870,252 |
755,557 |
871,955 |
759,404 |
(iv) Sensitivity analysis
The sensitivity analysis of financial instruments for the period ended September 30, 2018. except swap contracts, which are analyzed through their due dates, describes the risks that may cause material changes in the Company’s profit or loss, as provided for by CVM, through Rule No. 475/08, in order to show a 10%, 25% and 50% increase/decrease in the risk variable considered.
As at September 30, 2018, 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 linked to the Referential Rate (TR) and CDI, and debentures linked to the CDI and National Consumer Price Index – Extended (IPCA);
c) Accounts receivable and payables for purchase of properties linked to the National Civil Construction Index (INCC) and General Market Price Index (IGP-M).
For the sensitivity analysis in the period ended September 30, 2018, the Company considered the interest rates of investments, loans and accounts receivables, the CDI rate at 6.39%, TR at 0%, INCC at 3.92%, IPCA at 4.53% and IGP-M at 10.05%. The scenarios considered were as follows:
Scenario I – Probable: 10% increase/decrease in the risk variables used for pricing
Scenario II – Possible: 25% increase/decrease in the risk variables used for pricing
Scenario III – Remote: 50% increase/decrease in the risk variables used for pricing
64
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
20. Financial instruments --Continued
(iv) Sensitivity analysis --Continued
The following chart shows the sensitivity to risks to which the Company is exposed, considering that the possible effects would impact the future results, based on the exposure shown as of September 30, 2018. The effects on equity are basically the same as those on profit or loss.
Scenario | |||||||
I |
II |
III |
III |
II |
I | ||
Instrument |
Risk |
Increase 10% |
Increase 25% |
Increase 50% |
Decrease 50% |
Decrease 25% |
Decrease 10% |
|
|
|
|
|
| ||
Short-term investments |
Increase/Decrease of CDI |
1,083 |
2,708 |
5,415 |
(5,415) |
(2,708) |
(1,083) |
Loans and financing |
Increase/Decrease of CDI |
(1,978) |
(4,946) |
(9,892) |
9,892 |
4,946 |
1,978 |
Debentures |
Increase/Decrease of CDI |
(1,401) |
(3,503) |
(7,005) |
7,005 |
3,503 |
1,401 |
|
|
|
|
|
|
| |
Net effect of CDI variation |
(2,296) |
(5,741) |
(11,482) |
11,482 |
5,741 |
2,296 | |
|
|
|
|
|
|
| |
Loans and financing |
Increase/Decrease of TR |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
| |
Net effect of TR variation |
- |
- |
- |
- |
- |
- | |
|
|
|
|
|
|
| |
Debentures |
Increase/Decrease of IPCA |
(208) |
(520) |
(1,040) |
1,040 |
520 |
208 |
|
|
|
|
|
|
|
|
Net effect of IPCA variation |
(208) |
(520) |
(1,040) |
1,040 |
520 |
208 | |
|
|
|
|
|
|
| |
Accounts receivable |
Increase/Decrease of INCC |
1,925 |
4,811 |
9,623 |
(9,623) |
(4,811) |
(1,925) |
Obligations for purchase of property |
Increase/Decrease of INCC |
(1,332) |
(3,331) |
(6,662) |
6,662 |
3,331 |
1,332 |
|
|
|
|
|
|
|
|
Net effect of INCC variation |
593 |
1,480 |
2,961 |
(2,961) |
(1,480) |
(593) | |
|
|
|
|
|
|
|
|
Accounts receivable |
Increase/Decrease of IGP-M |
2,496 |
6,241 |
12,482 |
(12,482) |
(6,241) |
(2,496) |
|
|
|
|
|
|
|
|
Net effect of IGP-M variation |
|
2,496 |
6,241 |
12,482 |
(12,482) |
(6,241) |
(2,496) |
65
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
21. Related parties
21.1. Balances with related parties
The transactions between the Company and its related companies are made under conditions and prices established between the parties.
|
Company |
Consolidated | ||
Current accounts |
09/30/2018 |
12/31/2017 |
09/30/2018 |
12/31/2017 |
|
|
|
|
|
Assets |
|
|
|
|
Current account: |
|
|
|
|
Total SPEs |
613 |
1,785 |
52,973 |
39,491 |
Subsidiaries |
- |
- |
44,347 |
29,697 |
Jointly-controlled investees |
580 |
1,752 |
8,593 |
9,761 |
Associates |
33 |
33 |
33 |
33 |
Condominium and consortia and thirty party’s works |
12,655 |
12,398 |
12,655 |
12,399 |
Loan receivable (Note 20.ii.a and 30.ii) |
26,621 |
22,179 |
26,621 |
22,179 |
Dividends receivable |
12,962 |
13,876 |
- |
- |
|
52,851 |
50,238 |
92,249 |
74,069 |
|
|
|
|
|
Current |
26,230 |
28,059 |
65,628 |
51,890 |
Non-current |
26,621 |
22,179 |
26,621 |
22,179 |
|
|
|
|
|
Liabilities |
|
|
|
|
Current account: |
|
|
|
|
Total SPEs |
(937,933) |
(960,491) |
(46,347) |
(52,686) |
Subsidiaries |
(909,758) |
(926,418) |
(18,172) |
(18,613) |
Jointly-controlled investees |
(19,620) |
(25,471) |
(19,620) |
(25,471) |
Associates |
(8,555) |
(8,602) |
(8,555) |
(8,602) |
Loan payable (Note 20.ii.a and 30.ii) |
(14,109) |
(10,511) |
(14,109) |
(10,511) |
|
(952,042) |
(971,002) |
(60,456) |
(63,197) |
|
|
|
|
|
Current |
(952,042) |
(971,002) |
(60,456) |
(63,197) |
Non-current |
- |
- |
- |
- |
The composition, nature and condition of loans receivable and payable by the Company are thus far as shown below. Loan maturities are from October 2018 and tied to the cash flows of related ventures.
|
Company and Consolidated |
|
| |
09/30/2018 |
12/31/2017 |
Nature |
Interest rate | |
|
|
|
|
|
Lagunas - Tembok Planej. E Desenv. Imob. Ltda. |
5,333 |
4,778 |
Construction |
12% p.a. + IGPM |
Manhattan Residencial I |
667 |
1,791 |
Construction |
10% p.a. + TR |
Target Offices & Mall |
20,621 |
15,610 |
Construction |
12% p.a. + IGPM |
Total receivable |
26,621 |
22,179 |
||
|
|
|
|
|
Dubai Residencial |
4,461 |
3,887 |
Construction |
6% p.a. |
Parque Árvores |
7,270 |
4,673 |
Construction |
6% p.a. |
Parque Águas |
2,378 |
1,951 |
Construction |
6% p.a. |
Total payable |
14,109 |
10,511 |
|
|
In the period ended September 30, 2018 the recognized financial income from interest on loans amounted to R$3,611 (R$1,444 in 2017) in the individual and consolidated statements (Note 24).
The information regarding management transactions and compensation is described in Note 25.
The other explanation related to this note was not subject to significant changes relative to those disclosed in Note 21 to the financial statements as at December 31, 2017.
66
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
21. Related parties --Continued
21.2. Endorsements, guarantees and sureties
The financial transactions of subsidiaries are guaranteed by endorsement or sureties in proportion to the Company’s interest in the capital stock of such companies, in the amount of R$237,865 as at September 30, 2018 (R$317,716 as of December 31, 2017).
22. Net operating revenue
Company |
Consolidated | |||
09/30/2018 |
09/30/2017 |
09/30/2018 |
09/30/2017 | |
Gross operating revenue |
|
|
|
|
Real estate development, sale, barter transactions and construction services |
726,559 |
377,489 |
819,937 |
498,165 |
(Recognition) Reversal of allowance for doubtful accounts (Note 5) |
19,036 |
(17,767) |
19,036 |
(17,767) |
Taxes on sale of real estate and services |
(66,551) |
(32,016) |
(70,999) |
(36,281) |
Net operating revenue |
679,044 |
327,706 |
767,974 |
444,117 |
23. Costs and expenses by nature
These are represented by the following:
Company |
Consolidated | |||
09/30/2018 |
09/30/2017 |
09/30/2018 |
09/30/2017 | |
Cost of real estate development and sale: |
|
|
|
|
Construction cost |
(308,304) |
(184,458) |
(317,387) |
(252,272) |
Land cost |
(100,134) |
(74,075) |
(168,517) |
(96,910) |
Development cost |
(20,129) |
(19,756) |
(23,863) |
(25,320) |
Capitalized financial charges (Note 12) |
(85,637) |
(61,997) |
(99,397) |
(91,117) |
Maintenance / warranty |
(14,378) |
(17,701) |
(14,378) |
(17,699) |
Total cost of real estate development and sale |
(528,582) |
(357,987) |
(623,542) |
(483,318) |
|
|
|
|
|
Commercial expenses: |
|
|
|
|
Product marketing expenses |
(31,543) |
(22,501) |
(34,938) |
(26,381) |
Brokerage and sale commission |
(20,928) |
(18,852) |
(26,113) |
(21,870) |
Customer Relationship Management (CRM) and corporate marketing expenses |
(10,543) |
(12,924) |
(11,812) |
(14,673) |
Other |
(91) |
(280) |
(179) |
(245) |
Total commercial expenses |
(63,105) |
(54,557) |
(73,042) |
(63,169) |
|
|
|
|
|
General and administrative expenses: |
|
|
|
|
Salaries and payroll charges |
(21,189) |
(17,504) |
(26,261) |
(25,877) |
Employee benefits |
(2,295) |
(1,678) |
(2,880) |
(2,480) |
Travel and utilities |
(607) |
(166) |
(762) |
(245) |
Services |
(10,038) |
(8,827) |
(12,599) |
(13,049) |
Rents and condominium fees |
(3,671) |
(2,976) |
(4,608) |
(4,399) |
IT |
(6,703) |
(6,508) |
(8,413) |
(9,621) |
Stock option plan (Note 18.2) |
(1,912) |
(2,898) |
(1,912) |
(2,898) |
Reserve for profit sharing (Note 25.iii) |
(3,795) |
(9,395) |
(3,795) |
(9,395) |
Other |
(496) |
(394) |
(611) |
(584) |
Total general and administrative expenses |
(50,706) |
(50,346) |
(61,841) |
(68,548) |
|
|
|
|
|
Other income (expenses), net: |
|
|
|
|
Expenses related to lawsuits (Note 16) |
(44,641) |
(61,584) |
(44,764) |
(61,431) |
Other |
2,036 |
7,535 |
(2,738) |
127 |
Total other income/(expenses), net |
(42,605) |
(54,049) |
(47,502) |
(61,304) |
67
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
24. Financial income (expenses)
|
Company |
Consolidated | ||
|
09/30/2018 |
09/30/2017 |
09/30/2018 |
09/30/2017 |
Financial income |
|
|
|
|
Income from financial investments |
9,530 |
14,156 |
9,622 |
16,735 |
Derivative transactions (Note 20.i.b) |
763 |
790 |
763 |
790 |
Financial income from loans (Note 21.i) |
3,611 |
1,444 |
3,611 |
1,444 |
Other financial income |
783 |
4,462 |
1,215 |
4,711 |
Total financial income |
14,687 |
20,852 |
15,211 |
23,680 |
|
|
|
|
|
Financial expenses |
|
|
|
|
Interest on funding, net of capitalization (Note 12) |
(57,318) |
(88,345) |
(53,376) |
(79,473) |
Amortization of transactions cost |
(3,350) |
(4,126) |
(3,350) |
(4,126) |
Payables to venture partners |
- |
(314) |
- |
(314) |
Banking expenses |
(5,098) |
(13,179) |
(5,690) |
(14,077) |
Discount granted and other financial expenses |
(8,981) |
(9,875) |
(11,006) |
(8,709) |
Total financial expenses |
(74,747) |
(115,839) |
(73,422) |
(106,699) |
25. Transactions with management and employees
(i) Management compensation
In the periods ended September 30, 2018 and 2017, the amounts recorded in the line item “General and administrative expenses”, related to the compensation of the Company’s Management and Fiscal Council were as follows:
|
Management compensation |
| |
Year ended September 30, 2018 |
Board of Directors |
Statutory Board |
Fiscal Council |
|
|
|
|
Number of members |
7 |
6 |
3 |
Fixed compensation for the year (in R$) |
|
|
|
Salary / Fees |
1,216 |
3,196 |
165 |
Direct and indirect benefits |
- |
151 |
- |
Other (INSS) |
243 |
639 |
33 |
Monthly compensation (in R$) |
162 |
443 |
22 |
Total compensation |
1,459 |
3,986 |
198 |
Profit sharing (Note 25.iii) |
- |
- |
- |
Total compensation and profit sharing |
1,459 |
3,986 |
198 |
|
|
| ||
|
Management compensation |
| ||
Year ended September 30, 2017 |
Board of Directors |
Statutory Board |
Fiscal Council | |
|
|
|
| |
Number of members |
7 |
5 |
3 | |
Fixed compensation for the year (in R$) |
|
|
| |
Salary / Fees |
1,270 |
2,317 |
149 | |
Direct and indirect benefits |
- |
148 |
- | |
Other (INSS) |
254 |
463 |
30 | |
Monthly compensation (in R$) |
141 |
257 |
17 | |
Total compensation |
1,524 |
2,928 |
179 | |
Profit sharing (Note 25.iii) |
- |
2,196 |
- | |
Total compensation and profit sharing |
1,524 |
5,124 |
179 | |
(a) Information on compensation related to Management members in office up to September 28, 2018 (Note 1).
In the period ended September 30, 2018, the amount related to the granting of options to the Company’s management in office up to September 28, 2018 was R$1,555 (R$1,898 in 2017).
68
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
25. Transactions with management and employees --Continued
(i) Management compensation --Continued
The maximum aggregate compensation of the Company’s management members for the year 2018, was established at R$23,599 (R$18,739 in 2017), as fixed and variable compensation, as approved at the Annual Shareholders’ Meeting held on April 27, 2018.
On the same occasion the compensation limit of the Company’s Fiscal Council members for their next term of office, which ends at the Annual Shareholders’ Meeting to be held in 2019, was set at 10% of the compensation that, on average, was allocated to each officer of the Company, excluding the benefits, representation allowances and profit sharing (R$261 in 2017).
(ii) Sales transactions
In the period ended September 30, 2018 and year ended December 31, 2017, no sales transaction of units to the current Management was made, and the total balance receivable of sales transactions made wasR$156 (R$172 in 2017).
(iii) Profit sharing
In the period ended September 30, 2018, the Company recorded a profit sharing expense amounting to R$3,795 in the Company and consolidated balance (R$9,395 in 2017) in the line item “General and Administrative Expenses" (Note 23).
|
Company and Consolidated | |
|
09/30/2018 |
09/30/2017 |
|
|
|
Executive officers (Note 25.i) |
- |
2,196 |
Other employees |
3,795 |
7,199 |
Total profit sharing |
3,795 |
9,395 |
(i) In the period ended September 30, 2018, the Company did not allocate profit sharing in the profit or loss to the current executive board that took office on September 28, 2018.
The other explanation related to this note was not subject to significant changes relative to those disclosed in Note 25 to the financial statements as at December 31, 2017.
26. Insurance
The liabilities covered by insurance and the respective amounts as at September 30, 2018 are as follows:
Insurance type |
Coverage – R$ |
Engineering risks and completion bond |
761,341 |
Civil liability (Directors and Officers – D&O) |
200,195 |
|
961,536 |
The other explanation related to this note was not subject to significant changes relative to those disclosed in Note 26 to the financial statements as at December 31, 2017.
69
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
27. Earnings (loss) per share
The following table shows the calculation of basic and diluted earnings and loss per share. In view of the loss for the periods ended September 30, 2018 and 2017, shares with dilutive potential are not considered, because the impact would be antidilutive.
|
| |
|
09/30/2018 |
09/30/2017 |
Basic numerator |
|
|
Undistributed loss from continuing operations |
(122,509) |
(485,417) |
Undistributed profit (loss) from discontinued operations |
- |
98,175 |
Undistributed loss, available to the holders of common shares |
(122,509) |
(387,242) |
|
|
|
Basic denominator (in thousands of shares) |
|
|
Weighted average number of shares (Note 18.1) |
41,710 |
26,874 |
|
|
|
Basic earnings (loss) per share in Reais |
(2.937) |
(14.410) |
From continuing operations |
(2.937) |
(18.063) |
From discontinued operations |
- |
3.653 |
Diluted numerator |
|
|
Undistributed loss from continuing operations |
(122,509) |
(485,417) |
Undistributed profit (loss) from discontinued operations |
- |
98,175 |
Undistributed loss, available to the holders of common shares |
(122,509) |
(387,242) |
|
|
|
Diluted denominator (in thousands of shares) |
|
|
Weighted average number of shares (Note 18.1) |
41,710 |
26,874 |
Stock options |
572 |
14 |
Anti-dilutive effect |
(572) |
(14) |
Diluted weighted average number of shares |
41,710 |
26,874 |
|
|
|
|
|
|
Diluted earnings (loss) per share in Reais |
(2.937) |
(14.410) |
From continuing operations |
(2.937) |
(18.063) |
From discontinued operations |
- |
3.653 |
The other explanation related to this note was not subject to significant changes relative
to those disclosed in Note 27 to the financial statements as at December 31, 2017.
28. Segment information
With the completion of the discontinuation of Tenda’s operations (Note 8.2), the Company operates in only one segment, according to the nature of its products.
Accordingly, the reports used for making decisions are the consolidated quarterly information and no longer the analysis by operating segments. Therefore, in line with CPC 22 – Operating Segments, the Company understands that there is no reportable segment to be disclosed in the periods ended September 30, 2018 and 2017.
70
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
29. 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 are shown in the account “Payables for purchase of property and advances from customer”. Information on the ventures under construction as at September 30, 2018:
|
|
Consolidated |
|
|
09/30/2018 |
|
|
|
Unappropriated sales revenue of units sold |
|
543,760 |
Unappropriated estimated cost of units sold |
|
(328,414) |
Unappropriated estimated cost of units in inventory |
|
(137,671) |
|
|
|
(i) Unappropriated sales revenue of units sold |
|
|
Ventures under construction: |
|
|
Contracted sales revenue |
|
1,466,656 |
Appropriated sales revenue |
|
(922,896) |
Unappropriated sales revenue (a) |
|
543,760 |
(ii) Unappropriated estimated cost of units sold |
|
|
Ventures under construction: |
|
|
Estimated cost of units |
|
(894,307) |
Incurred cost of units |
|
565,893 |
Unappropriated estimated cost (b) |
|
(328,414) |
(iii) Unappropriated estimated costs of units in inventory |
|
|
Ventures under construction: |
|
|
Estimated cost of units |
|
(497,733) |
Incurred cost of units (Note 6) |
|
360,062 |
Unappropriated estimated cost |
|
(137,671) |
(a) The unappropriated sales revenue of units sold is measured based on the face value of contracts, plus the contract adjustments less cancellations, net of the levied taxes and adjusted to present value, and does not include ventures that are subject to restrictions 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 estimated cost of units sold and in inventory to be incurred does 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 as they are incurred.
As at September 30, 2018, the percentage of assets consolidated in the quarterly information related to ventures included in the equity segregation structure of the development stood at 23.6% (18.0% in 2017).
71
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
30. Additional Information on the Statement of Cash Flows
(i) Transactions that did not affect Cash and Cash Equivalents
The Company and its subsidiaries performed the following investment and financing activities that did not affect cash and cash equivalents and, were not included in the statements of cash flows:
|
Company |
Consolidated | ||
|
09/30/2018 |
09/30/2017 |
09/30/2018 |
09/30/2017 |
|
|
|
|
|
Capital contribution (reduction) |
388 |
(12,281) |
388 |
(12,404) |
Capitalized financial charges (Note 12) |
(11,365) |
(29,071) |
(27,908) |
(56,225) |
Barter transaction– Land (Note 17) |
8,457 |
(9,161) |
52,058 |
(13,292) |
Refund of capital receivable from Tenda |
- |
103,907 |
- |
103,907 |
|
(2,520) |
53,394 |
24,538 |
21,986 |
(ii) Reconciliation of the asset and liability changes with the cash flows from financing activities
|
|
Transactions affecting cash |
|
Transactions not affecting cash |
| ||
Company |
Opening balance 12/31/2017 |
Funding/ Receipt |
Interest Payment |
Principal Payment |
|
Interests and inflation adjustment |
Closing balance 09/30/2018 |
|
|
|
|
|
|
|
|
Loans, financing and debentures (Notes 12 and 13) |
(969,843) |
(266,103) |
5,765 |
352,697 |
|
(5,474) |
(882,958) |
Loans (Note 21.1) |
11,668 |
- |
- |
(2,190) |
|
3,034 |
12,512 |
Paid-in capital (Note 18.1) |
(2,521,152) |
(167) |
- |
- |
|
- |
(2,521,319) |
Capital reserve (Note 18.1) |
- |
(250,599) |
- |
- |
|
- |
(250,599) |
|
(3,479,327) |
(516,869) |
5,765 |
350,507 |
|
(2,440) |
(3,642,364) |
|
|
Transactions affecting cash |
|
Transactions not affecting cash |
| ||
Consolidated |
Opening balance 12/31/2017 |
Funding/ Receipt |
Interest Payment |
Principal Payment |
|
Interests and inflation adjustment |
Closing balance 09/30/2018 |
|
|
|
|
|
|
|
|
Loans, financing and debentures (Notes 12 and 13) |
(1,104,897) |
(302,001) |
11,025 |
445,758 |
|
(10,229) |
(960,344) |
Loans (Note 21.1) |
11,668 |
- |
- |
(2,190) |
|
3,034 |
12,512 |
Paid-in capital (Note 18.1) |
(2,521,152) |
(167) |
- |
- |
|
- |
(2,521,319) |
Capital reserve (Note 18.1) |
- |
(250,599) |
|
|
|
|
(250,599) |
|
(3,614,381) |
(552,767) |
11,025 |
443,568 |
|
(7,195) |
(3,719,750) |
31. Subsequent events
(i) Restructuring
As mentioned in Note 1, in view of the changes in the Company’s management and reassessment of internal strategies, the Company is in a restructuring process with the purpose of performing its turnaround and adjusting its structure. As part of this process, the following measures have been announced and/or are in progress:
(a) Change in the Company’s registered office
On October 4, 2018, the Company called an ESM to be held on November 21, 2018, to take resolution on the move of its registered office to the city of São Caetano do Sul, São Paulo, to a property owned by the Company, currently in inventory, which will represent annual savings in the order of R$5,000.
72
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
31. Subsequent events --Continued
(i) Restructuring--Continued
(b) Readjustment of the organizational and administrative structure
In line with the process of readjusting its structure, the Company’s Management is implementing measures for reducing the number of personnel during the fourth quarter of 2018. Accordingly, by the month ended October 31, 2018, the estimated amount related to severance pay totals R$8,700.
(ii) Share repurchase program
In the period from October 1 to 24, 2018, considering the beginning of the blackout period on October 25, 2018, the Company acquired 3,161,300 shares within the share repurchase program (Note 18.1).
***
73
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(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
09/30/2018 | ||
Common shares | ||
Shareholder |
Shares |
% |
Outstanding shares |
22,939,259 |
51.25% |
GWI Asset Management S.A. |
14,038,674 |
31.37% |
River and Mercantille Management, LLP |
4,553,345 |
10.17% |
Wishbone Management, LP |
2,354,972 |
5.26% |
Treasury shares |
871,664 |
1.95% |
|
| |
Total shares |
44,757,914 |
100.00% |
09/30/2017 | ||
Common shares | ||
Shareholder |
Shares |
% |
Outstanding shares |
19,204,136 |
68.49% |
Wishbone Management, LP |
4,825,000 |
17.21% |
River and Mercantille Management, LLP |
3,038,679 |
10.84% |
Treasury shares |
972,347 |
3.47% |
|
| |
Total shares |
28,040,162 |
100.00% |
74
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(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
09/30/2018 | ||
Common shares | ||
Shareholder |
Shares |
% |
Shareholders holding effective control of the Company |
20,946,991 |
46.80% |
Board of Directors |
911,000 |
2.04% |
Executive directors |
13,153 |
0.03% |
Executive control, board members, officers and fiscal council |
21,871,144 |
48,87% |
Treasury shares |
871,664 |
1.95% |
Outstanding shares in the market (*) |
22,015,106 |
49.19% |
|
| |
Total shares |
44,757,914 |
100.00% |
09/30/2017 | ||
Common shares | ||
Shareholder |
Shares |
% |
Shareholders holding effective control of the Company |
7,863,679 |
28.04% |
Board of Directors |
18,067 |
0.06% |
Executive directors |
122,219 |
0.44% |
Executive control, board members, officers and fiscal council |
8,003,965 |
28.54% |
Treasury shares |
972,347 |
3.47% |
Outstanding shares in the market (*) |
19,063,850 |
67.99% |
|
| |
Total shares |
28,040,162 |
100.00% |
(*) Excludes shares of effective control, management, board and in treasury.
75
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(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, the rules determined by the Brazilian Monetary Council (CMN), by the Central Bank of Brazil and by The Brazilian Securities and Exchange Commission (CVM) as well as the other rules that apply to the operations 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 Regulations of the Chamber of Market Arbitration.
76
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
Report on Review of Quarterly Information
To the Board of Directors and Shareholders
Gafisa S.A.
Introduction
We have reviewed the accompanying parent company and consolidated interim accounting information of Gafisa S.A. (the “Company”), included in the Quarterly Information Form (ITR) for the quarter ended September 30, 2018, comprising the balance sheet as at that date and the statements of income and comprehensive income for the quarter and nine month period then ended, and the statements of changes in equity and cash flow for the nine-month period then ended, and a summary of significant accounting policies and other explanatory information.
Management is responsible for the preparation of the parent company interim accounting information in accordance with the accounting standard CPC 21 (R1) – Interim Financial Reporting, of the Brazilian Accounting Pronouncements Committee (CPC), and of the consolidated interim accounting information in accordance with CPC 21 (R1) – Interim Financial Reporting and International Accounting Standard (IAS) 34 - Interim Financial Reporting issued by the International Accounting Standards Board (IASB), including the guidance contained in Ofício Circular/CVM/SNC/SEP 01/2018 related to the application of Orientação OCPC 04, on revenue recognition over time (POC – Percentage of completion), as well as the presentation of this information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of the Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim accounting information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion on the parent company interim information prepared in accordance with CPC 21 (R1), including the guidance contained in Ofício Circular/CVM/SNC/SEP 01/2018
Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21 (R1), including the guidance contained in Ofício Circular/CVM/SNC/SEP 01/2018 related to the application of Orientação OCPC 04, on revenue recognition over time, as well as the presentation of this information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of the Quarterly Information (ITR).
77
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
Conclusion on the consolidated interim information prepared in accordance with CPC 21 (R1) and International Accounting Standard IAS 34, including the guidance contained in Ofício Circular/CVM/SNC/SEP 01/2018
Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34, including the guidance contained in Ofício Circular/CVM/SNC/SEP 01/2018 related to the application of Orientação OCPC 04, on revenue recognition over time, as well as the presentation of this information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of the Quarterly Information (ITR).
Emphasis of matter
As described in Note 2.1, the accompanying parent company interim accounting information was prepared in accordance with the accounting standard CPC 21 (R1) and the consolidated interim accounting information was prepared in accordance with the accounting standard CPC 21 (R1) and IAS 34, including the guidance contained in Ofício Circular/CVM/SNC/SEP 01/2018 related to the application of Orientação OCPC 04, on revenue recognition over time (POC – Percentage of completion), whilst the process of discussion of OCPC 04 is not concluded. Our conclusion is not qualified in respect of this matter.
Other matters
Statements of value added
The quarterly information (ITR) referred to above include the parent company and consolidated statements of value added for the nine month period ended September 30, 2018, prepared under the responsibility of the Company’s management and presented as supplementary information under IAS 34. These statements have been submitted to review procedures performed in connection with the review of the quarterly information, in order to verify whether they are reconciled with the interim accounting information and accounting records, as applicable, and whether their form and content are presented in accordance with the criteria defined in Pronunciamento Técnico CPC 09 – Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that they have not been prepared, in all material respects, in accordance with the criteria defined in this Pronunciamento Técnico and in a manner consistent with the parent company and consolidated interim accounting information taken as a whole.
Audit and review of prior-year information
The quarterly information (ITR) referred to above includes accounting information corresponding to the statement of income and comprehensive income for the quarter and nine month periods ended September 30, 2017, and changes in equity, cash flow and value added for the nine month period ended September 30, 2017, obtained from the Quarterly Information (ITR) from that quarter and as well as it includes accounting information corresponding to the balance sheets as of December 31, 2017, obtained from the individual and consolidated financial statements for the year ended December 31, 2017, presented for comparison purposes. The review of the Quarterly Information (ITR) for the quarter ended September 30, 2017 and the examination of the parent company and consolidated financial statements for the year ended December 31, 2017 were conducted under the responsibility of other independent auditors, who have issued review report and audit opinion dated November 9, 2017 and March 8, 2018, respectively, unqualified.
São Paulo, November 8, 2018.
PricewaterhouseCoopers
Auditores Independentes
CRC 2SP000160/O-5
Adriano Formosinho Correia
Contador CRC 1BA029904/O-5
78
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
Reports and statements / Management statement of interim financial information
Management statement of interim financial information
STATEMENT
The management of Gafisa S.A., 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 on December 7, 2009 that:
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, 2018; and
ii) Management has reviewed and agreed with the interim information for the period ended September 30, 2018.
São Paulo, November 08, 2018.
GAFISA S.A.
Management
79
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
September 30, 2018
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
Reports and Statements / Management statement on the report on review of interim financial information
Management Statement on the Review Report
STATEMENT
The management of Gafisa S.A., 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 7, 2009 that:
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, 2018; and
ii) Management has reviewed and agreed with the interim information for the period ended September 30, 2018.
São Paulo, November 08, 2018.
GAFISA S.A.
Management
80
SIGNATURE
Gafisa S.A. | |
By: |
/s/ Ana Maria Loureiro Recart |
Name: Ana Maria Loureiro Recart
Title: Chief Executive Officer |