gfaitr3q12_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of December, 2012

(Commission File No. 001-33356),

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


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



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

Form 20-F ___X___ Form 40-F ______



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


Yes ______ No ___X___

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

Yes ______ No ___X___

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

Yes ______ No ___X___

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


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

Company data   
Capital Composition  1 
Individual financial statements   
Balance sheet - Assets  2 
Balance sheet – Liabilities  3 
Statement of operations  4 
Statement of comprehensive income (loss)  5 
Statement of cash flows  6 
Statements of changes in Equity   
01/01/2012 to 09/30/2012  7 
01/01/2011 to 09/30/2011  8 
Statement of value added  9 
Consolidated Financial Statements   
Balance sheet - Assets  10 
Balance sheet – Liabilities  11 
Statement of operations  13 
Statement of comprehensive income (loss)  14 
Statement of cash flows  15 
Statements of changes in Equity   
01/01/2012 to 09/30/2012  16 
01/01/2011 to 09/30/2011  17 
Statement of value added  18 
Comments on performance  19 
Notes to interim financial information  53 
Comments on Company’s Business Projections  121 
Other information deemed relevant by the Company  122 
Reports and statements   
Report on review of interim financial information  N/A 
Management statement of interim financial information  125 
Management statement on the report on review of interim financial information  126 

 

0


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

                                                                                                                                                               

 

COMPANY DATA / CAPITAL COMPOSITION

 

Number of Shares

 

(in thousands)

CURRENT QUARTER

 

9/30/2012

 

Paid-in Capital

 

Common

432,872

 

Preferred

0

 

Total

432,872

 

Treasury shares

 

Common

600

 

Preferred

0

 

Total

600

 

     

 

 

 

 

 

1


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

9/30/2012

PRIOR YEAR

12/31/2011

1

Total Assets

6,351,779

6,665,289

1.01

Current Assets

1,938,316

2,275,354

1.01.01

Cash and cash equivalents

37,092

32,226

1.01.01.01

Cash and banks

37,092

31,116

1.01.01.02

Short-term investments

-

1,110

1.01.02

Short-term investments

54,321

90,962

1.01.02.01

Short-term investments

54,321

90,962

1.01.02.01.02

Short-term investments – held for trading

54,321

90,962

1.01.03

Accounts receivable

975,872

1,390,694

1.01.03.01

Trade accounts receivable

975,872

1,390,694

1.01.03.01.01

Receivables from clients of developments

949,514

1,381,420

1.01.03.01.02

Receivables from clients of construction and services rendered

26,358

9,274

1.01.04

Inventories

689,860

504.489

1.01.04.01

Properties for sale

689,860

504,489

1.01.07

Prepaid expenses expenses

43,694

41,947

1.01.07.01

Prepaid expenses and others

43,694

41,947

1.01.08

Other current assets

137,477

215,036

1.01.08.01

Non current assets for sale

14,391

65,969

1.01.08.01.01

Land available for sale

14,391

65,969

1.01.08.03

Others

123,086

149,067

1.01.08.03.01

Others accounts receivable and others

31,133

26,503

1.01.08.03.02

Derivative financial instruments

10,801

4,418

1.01.08.03.03

Receivables from related parties

81,152

118,146

1.02

Non current assets

4,413,463

4,389,935

1.02.01

Non current assets

684,540

730,559

1.02.01.03

Accounts receivable

419,496

169,666

1.02.01.03.01

Receivables from clients of developments

419,496

169,666

1.02.01.04

Inventories

80,776

405,958

1.02.01.04.01

Properties for sale

80,776

405,958

1.02.01.09

Others non current assets

184,268

154,935

1.02.01.09.03

Others accounts receivable and others

111,905

95,869

1.02.01.09.04

Receivables from related parties

72,363

59,066

1.02.02

Investments

3,666,742

3,616,333

1.02.02.01

Interest in associates and affiliates

3,495,138

3,433,220

1.02.02.01.02

Interest in subsidiaries

3,259,722

3,134,293

1.02.02.01.04

Other investments

235,416

298,927

1.02.02.02.

Interest in subsidiaries

171,604

183,113

1.02.02.02.01

Interest in subsidiaries - goodwill

171,604

183,113

1.02.03

Property and equipment

15,051

12,074

1.02.03.01

Operation property and equipment

15,051

12,074

1.02.04

Intangible assets

47,130

30,969

1.02.04.01

Intangible assets

47,130

30,969

 

 

 

 

 

2


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

 

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

9/30/2012

PRIOR YEAR 12/31/2011

2

Total Liabilities

6,351,779

6,665,289

2.01

Current liabilities

1,728,033

2,877,234

2.01.01

Social and labor obligations

50,545

26,996

2.01.01.02

Labor obligations

50,545

26,996

2.01.01.02.01

Salaries, payroll charges and profit sharing

50,545

26,996

2.01.02

Suppliers

47,667

54,295

2.01.02.01

Local suppliers

47,667

54,295

2.01.03

Tax obligations

42,969

50,868

2.01.03.01

Federal tax obligations

42,969

50,868

2.01.04

Loans and financing

827,311

2,007,964

2.01.04.01

Loans and financing

512,794

721,788

2.01.04.02

Debentures

314,517

1,286,176

2.01.05

Others obligations

712,319

702,236

2.01.05.01

Payables to related parties

361,521

198,197

2.01.05.02

Others

350,798

504,039

2.01.05.02.04

Obligations for purchase of real estate and advances from customers

117,175

232,792

2.01.05.02.05

Other obligations

91,374

98,773

2.01.05.02.06

Payables to venture partners

113,932

139,907

2.01.05.02.07

Obligations assumed on the assignment of receivables

28,317

32,567

2.01.06

Provisions

47,222

34,875

2.01.06.01

Tax, labor and civel lawsuits

47,222

34,875

2.01.06.01.01

Tax lawsuits

940

1,894

2.01.06.01.02

Labor lawsuits

17,129

14,968

2.01.06.01.04

Civel lawsuits

29,153

18,013

2.02

Non current liabilities

1,986,102

1,139,582

2.02.01

Loans and financing

1,544,287

444,705

2.02.01.01

Loans and financing

661,215

444,705

2.02.01.01.01

Loans and financing in local currency

661,215

444,705

2.02.01.02

Debentures

883,072

0

2.02.02

Others obligations

303,193

554,354

2.02.02.02

Others

303,193

554,354

2.02.02.02.03

Obligations for purchase of real estate and advances from customers

46,968

53,467

2.02.02.02.04

Other liabilities

44,808

36,489

2.02.02.02.05

Payables to venture partners

124,628

200,056

2.02.02.02.06

Obligations assumed on the assignment of receivables

86,789

264,342

2.02.03

Deferred taxes

63,926

66,801

2.02.03.01

Deferred income tax and social contribution

63,926

66,801

2.02.04

Provisions

74,696

73,722

2.02.04.01

Tax, labor and civel lawsuits

74,696

73,722

2.03

Equity

2,637,644

2,648,473

2.03.01

Capital

2,734,159

2,734,157

2.03.02

Capital Reserves

32,863

18,066

2.03.02.04

Granted options

104,080

89,283

2.03.02.07

Reserve for expenditures with public offering

-71,217

-71,217

2.03.04

Reserves

-1,731

-1,731

2.03.04.09

Treasury shares

-1,731

-1,731

2.03.05

Accumulated losses

-127,647

-102,019

 

3


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

INDIVIDUAL STATEMENT OF OPERATIONS (in thousands of Brazilian Reais)

 

CODE

DESCRIPTION

ACTUAL QUARTER

7/1/2012 to 9/30/2012

YEAR TO DATE 1/1/2012 to 9/30/2012

PRIOR YEAR QUARTER

7/1/2011 to 9/30/2011

YEAR TO DATE FROM PREVIOUS YEAR 1/1/2011 to 9/30/2011

3.01

Gross Sales and/or Services

289,763

942,559

228,088

764,114

3.01.01

Real estate development and sales and construction services rendered

323,127

1,038,024

245,192

826,722

3.01.03

Taxes on sales and services

-33,364

-95,465

-17,104

-62,608

3.02

Cost of sales and/or services

-231,341

-740,081

-177,442

-681,186

3.02.01

Cost of real estate development

-231,341

-740,081

-177,442

-681,186

3.03

Gross profit

58,422

202,478

50,646

82,928

3.04

Operating expenses/income

-11,874

-96,476

-85,156

-175,995

3.04.01

Selling expenses

-25,999

-76,472

-33,406

-86,973

3.04.02

General and administrative expenses

-32,115

-98,174

-23,212

-68,443

3.04.05

Other operating expenses

-6,461

-26,622

-21,691

-77,228

3.04.05.01

Depreciation and amortization

-10,561

-21,777

-12,600

-34,985

3.04.05.02

Other operating expenses

4,100

-4,845

-9,091

-42,243

3.04.06

Equity pick-up

52,701

104,792

-6,847

56,649

3.05

Income (loss) before financial results and income taxes

46,548

106,002

-34,510

-93,067

3.06

Financial

-41,595

-134,504

-33,502

-75,006

3.06.01

Financial income

4,644

13,756

13,085

33,914

3.06.02

Financial expenses

-46,239

-148,260

-46,587

-108,920

3.07

Income before income taxes 

4,953

-28,502

-68,012

-168,073

3.08

Income and social contribution taxes

-112

2,874

16,765

41,692

3.08.01

Current

-

-

-

-

3.08.02

Deferred

-112

2,874

16,765

41,692

3.09

Income (loss) from continuing operation

4,841

-25,628

-51,247

-126,381

3.11

Income (loss) for the period

4,841

-25,628

-51,247

-126,381

3.99

Income (loss) per share (Reais)

 

 

 

 

3.99.01

Basic earnings (loss) per share

 

 

 

 

3.99.01.01

ON

0,01120

-0,05930

-0,11880

-0,29290

3.99.02

Diluted earnings (loss) per share

 

 

 

 

3.99.02.01

ON

0,00960

-0,05930

-0,11880

-0,29290

 

 

 

 

 

 

           

 

 

 

4


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

7/1/2012 to 9/30/2012

YEAR TO DATE 1/1/2012 to 9/30/2012

PRIOR YEAR QUARTER

7/1/2011 to 9/30/2011

YEAR TO DATE FROM PREVIOUS YEAR 1/1/2011 to 9/30/2011

4.01

Income (loss) for the period

4,841

-25,628

-51,247

-126,381

4.03

Comprehensive income (loss) for the period

4,841

-25,628

-51,247

-126,381

 

 

 

 

 

 

 

 

 

5


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

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

 

CODE

DESCRIPTION

YEAR TO DATE

9/30/2012

YEAR TO DATE FROM PREVIOUS YEAR

9/30/2011

6.01

Net cash from operating activities

179,517

361,964

6.01.01

Cash generated in the operations

-32,071

-62,286

6.01.01.01

Loss before income and social contribution taxes

-28,502

-168,073

6.01.01.02

Equity pick-up

-104,792

-56,649

6.01.01.03

Stock options expenses

14,363

9,946

6.01.01.04

Unrealized interest and finance charges, net

28,716

91,482

6.01.01.05

Derivatives financial instruments

-6,383

-3,558

6.01.01.06

Depreciation and amortization

21,777

34,985

6.01.01.07

Provision for legal claims

37,250

27,951

6.01.01.08

Provision for profit sharing

19,500

36

6.01.01.09

Warranty provision

2,726

1,594

6.01.01.10

Write-off of property and equipment, net

1,186

-

6.01.01.11

Allowance for doubtful accounts

3,754

-

6.01.01.12

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

-28,630

-

6.01.01.13

Provision for penalties due to delay in construction works

-4,545

-

6.01.01.14

Write-off of Cipesa’s goodwill due to sale of landbank

11,509

-

6.01.02

Variation in Assets and Liabilities

211,588

424,250

6.01.02.01

Trade accounts receivable

161,238

79,482

6.01.02.02

Properties for sale

220,019

-46,185

6.01.02.03

Other accounts receivable

-20,668

-7,928

6.01.02.04

Prepaid expenses

-1,748

1,955

6.01.02.05

Obligations for purchase of land and adv. from customers

-122,117

42,006

6.01.02.06

Taxes and contributions

-7,898

-8,220

6.01.02.07

Suppliers

-6,629

-13,883

6.01.02.08

Salaries and payable charges

4,051

-12,983

6.01.02.09

Transactions with related parties

200,317

115,629

6.01.02.10

Other obligations

3,078

64,938

6.01.02.11

Assignment of credits receivable, net

-218,055

209,439

6.02

Net cash from investing activities

37,414

-194,560

6.02.01

Purchase of property and equipment and intangible assets

-42,101

-36,755

6.02.02

Additional investments in subsidiaries

42,874

-501,944

6.02.03

Redemption of short-term investments

180,507

2,569,638

6.02.04

Short-term investments

-143,866

-2,225,499

6.03

Net cash from financing activities

-212,065

-131,408

6.03.01

Capital increase

2

4,957

6.03.02

Loans and financing obtained  

332,429

465,241

6.03.03

Payment of loans and financing

-442,216

-665,122

6.03.04

CCI - Assignment of credits receivable

16,165

43,468

6.03.06

Loan transactions with related parties

-13,296

-24,952

6.03.07

Payables to venture partners

-105,149

45,000

6.05

Net decrease of cash and cash equivalents

4,866

35,996

6.05.01

Cash and cash equivalents at the beginning of the period

32,226

66,092

6.05.02

Cash and cash equivalents at the end of the period

37,092

102,088

 

 

 

6


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

 

 

INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 01/01/2012 TO 09/30/2012 (in thousands of Brazilian reais)

 

 

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings/

accumulated losses

Others comprehensive income

Total Equity

5.01

Opening balance

2,734,157

16,335

0

-102,019

0

2,648,473

5.03

Opening adjusted balance

2,734,157

16,335

0

-102,019

0

2,648,473

5.04

Capital transactions with shareholders

2

14,797

0

0

0

14,799

5.04.01

Capital increase

2

0

0

0

0

2

5.04.03

Stock options plan

0

14,797

0

0

0

14,797

5.05

Total of comprehensive loss

0

0

0

-25,628

0

-25,628

5.05.01

Loss for the period

0

0

0

-25,628

0

-25,628

5.07

Closing balance

2,734,159

31,132

0

-127,647

0

2,637,644

 

 

7


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

 

 

INDIVIDUAL STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM 01/01/2011 TO 09/30/2011 (in thousands of Brazilian reais)

 

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings/

accumulated deficit

Others comprehensive income

Total equity

5.01

Opening balance

2,729,198

294,148

547,404

0

0

3,570,750

5.03

Opening Adjusted balance

2,729,198

294,148

547,404

0

0

3,570,750

5.04

Capital transactions with shareholders

4,957

13,604

0

0

0

18,561

5.04.01

Capital increase

4,957

0

0

0

0

4,957

5.04.03

Stock options plan

0

13,604

0

0

0

13,604

5.05

Comprehensive Income

0

0

0

-126,381

0

-126,381

5.05.01

Loss for the period

0

0

0

-126,381

0

-126,381

5.07

Closing balance

2,734,155

307,752

547,404

-126,381

0

3,462,930

 

 

8


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

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

 

 

CODE

DESCRIPTION

YEAR TO DATE

9/30/2012

YEAR TO DATE FROM PREVIOUS YEAR

9/30/2011

7.01

Revenues

1,038,024

826,722

7.01.01

Real estate development, sale and services

1,041,778

826,722

7.01.04

Allowance for doubtful accounts

-3,754

-

7.02

Inputs acquired from third parties

-723,820

-640,599

7.02.01

Cost of Sales and/or Services

-681,097

-597,452

7.02.02

Materials, energy, outsourced labor and other

-42,723

-43,147

7.03

Gross added value

314,204

186,123

7.04

Retentions

-21,777

-34,985

7.04.01

Depreciation, amortization and depletion

-21,777

-34,985

7.05

Net added value produced by the Company

292,427

151,138

7.06

Added value received on transfer

118,548

90,563

7.06.01

Equity accounts

104,792

56,649

7.06.02

Financial income

13,756

33,914

7.07

Total added value to be distributed

410,975

241,701

7.08

Added value distribution

410,975

241,701

7.08.01

Personnel and payroll charges

116,503

120,677

7.08.02

Taxes and contributions

112,853

46,531

7.08.03

Compensation – Interest

207,245

200,874

7.08.04

Compensation – Company capital

-25,626

-126,381

7.08.04.03

Retained losses

-25,626

-126,381

 

 

 

 

9


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

9/30/2012

PRIOR YEAR

12/31/2011

1

Total Assets

9,025,658

9,506,624

1.01

Current Assets

7,020,400

7,314,358

1.01.01

Cash and cash equivalents

463,846

137.598

1.01.01.01

Cash and banks

309,668

86,628

1.01.01.02

Short-term investments

154,178

50,970

1.01.02

Short-term investments

770,980

846,062

1.01.02.01

Short-term investments

770,980

846,062

1.01.02.01.02

Short-term investments – held for trading

770,980

846,062

1.01.03

Accounts receivable

3,325,239

3,962,574

1.01.03.01

Trade accounts receivable

3,325,239

3,962,574

1.01.03.01.01

Receivables from clients of developments

3,322,011

3,951,170

1.01.03.01.02

Receivables from clients of construction and services rendered

3,228

11,404

1.01.04

Inventories

2,038,646

2,049,084

1.01.04.01

Properties for sale

2,038,646

2,049,084

1.01.07

Prepaid expenses expenses

71,817

73,532

1.01.07.01

Prepaid expenses and others

71,817

73,532

1.01.08

Other current assets

349,872

245,508

1.01.08.01

Non current assets for sale

180,703

93,188

1.01.08.01.01

Land available for sale

180,703

93,188

1.01.08.03

Others

169,169

152,320

1.01.08.03.01

Others accounts receivable and others

83,091

60,378

1.01.08.03.02

Receivables from related parties

67,896

84,207

1.01.08.03.03

Derivative financial instruments

18,182

7,735

1.02

Non Current assets

2,005,258

2,192,266

1.02.01

Non current assets

1,725,446

1,909,989

1.02.01.03

Accounts receivable

1,161,268

863,874

1.02.01.03.01

Receivables from clients of developments

1,161,268

863,874

1.02.01.04

Inventories

319,929

798,206

1.02.01.04.01

Properties for sale

319,929

798,206

1.02.01.09

Others non current assets

244,249

247,909

1.02.01.09.03

Others accounts receivable and others

164,335

143,850

1.02.01.09.04

Receivables from related parties

79,914

104,059

1.02.03

Property and equipment

41,294

52,793

1.02.03.01

Operation property and equipment

41,294

52,793

1.02.04

Intangible assets

238,518

229,484

1.02.04.01

Intangible assets

66,914

46,371

1.02.04.02

Goodwill

171,604

183,113

 

 

10


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

9/30/2012

PRIOR YEAR 12/31/2011

2

Total Liabilities

9,025,658

9,506,624

2.01

Current liabilities

2,992,548

4,815,939

2.01.01

Social and labor obligations

112,214

75,002

2.01.01.02

Labor obligations

112,214

75,002

2.01.01.02.01

Salaries, payroll charges and profit sharing

112,214

75,002

2.01.02

Suppliers

156,197

135,720

2.01.02.01

Local suppliers

156,197

135,720

2.01.03

Tax obligations

297,006

250,578

2.01.03.01

Federal tax obligations

297,006

250,578

2.01.04

Loans and financing

1,418,033

3,034,743

2.01.04.01

Loans and financing

952,608

1,135,543

2.01.04.01.01

In Local Currency

952,608

1,135,543

2.01.04.02

Debentures

465,425

1,899,200

2.01.05

Others obligations

961,876

1,285,021

2.1.05.01

Paybales to related parties

88,463

97,937

2.01.05.02

Others

873,413

1,187,084

2.01.05.02.02

Minimum mandatory dividends

7,684

11,774

2.01.05.02.04

Obligations for purchase of real estate and advances from customers

457,153

610,555

2.01.05.02.05

Payables to venture partners

156,773

219,796

2.01.05.02.06

Other obligations

193,136

274,214

2.01.05.02.07

Obligations assumed on assignment of receivables

58,667

70,745

2.01.06

Provisions

47,222

34,875

2.01.06.01

Tax, labor and civel lawsuits

47,222

34,875

2.01.06.01.01

Tax lawsuits

940

1,894

2.01.06.01.02

Labor lawsuits

17,129

14,968

2.01.06.01.04

Civel lawsuits

29,153

18,013

2.02

Non current liabilities

3,261,139

1,943,591

2.02.01

Loans and financing

2,432,012

721,067

2.02.01.01

Loans and financing

1,074,063

721,067

2.02.01.01.01

Loans and financing in local currency

1,074,063

721,067

2.02.01.02

Debentures

1,357,949

0

2.02.02

Other obligations

584,827

1,004,608

2.02.02.02

Others

584,827

1,004,608

2.02.02.02.03

Obligations for purchase of real estate and advances from customers

113,175

177,135

2.02.02.02.04

Other obligations

110,085

142,857

2.02.02.02.05

Payables to venture partners

167,425

253,390

2.02.02.02.06

Obligations assumed on assignment of receivables

194,142

431,226

2.02.03

Deferred taxes

93,373

83,002

2.02.03.01

Deferred income tax and social contribution

93,373

83,002

2.02.04

Provisions

150,927

134,914

2.02.04.01

Tax, labor and civel lawsuits

150,927

134,914

2.02.04.01.01

Tax lawsuits

14,163

13,958

2.02.04.01.02

Labor lawsuits

33,679

24,792

2.02.04.01.04

Civel lawsuits

103,085

96,164

2.03

Equity

2,771,971

2,747,094

2.03.01

Capital

2,734,159

2,734,157

2.03.02

Capital Reserves

32,863

18,066

2.03.02.04

Granted options

104,080

89,283

2.03.02.07

Reserve for expenditures with public offering

-71,217

-71,217

 

11


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

 

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

CODE

DESCRIPTION

ACTUAL QUARTER

9/30/2012

PRIOR YEAR 12/31/2011

2.03.04

Reserves

-1,731

-1,731

2.03.04.09

Treasury shares

-1,731

-1,731

2.03.05

Retained earnings/accumulated losses

-127,647

-102,019

2.03.09

Non-controlling interest

134,327

98,621

 

12


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

CONSOLIDATED STATEMENT OF OPERATIONS (in thousands of Brazilian Reais)

 

CODE

DESCRIPTION

ACTUAL QUARTER

7/1/2012 to 9/30/2012

YEAR TO DATE 1/1/2012 to 9/30/2012

PRIOR YEAR QUARTER

7/1/2011 to 9/30/2011

YEAR TO DATE FROM PREVIOUS YEAR 1/1/2011 to 9/30/2011

3.01

Gross Sales and/or Services

1,064,094

3,032,464

874,378

2,589,085

3.01.01

Real estate development and sales and construction services rendered

1,146,217

3,259,801

921,608

2,757,306

3.01.03

Taxes on sales and services

-82,123

-227,337

-47,230

-168,221

3.02

Cost of sales and/or services

-755,962

-2,243,612

-708,614

-2,146,626

3.02.01

Cost of real estate development

-755,962

-2,243,612

-708,614

-2,146,626

3.03

Gross profit

308,132

788,852

165,764

442,459

3.04

Operating expenses/income

-203,476

-575,893

-169,612

-478,773

3.04.01

Selling expenses

-69,941

-206,592

-77,540

-215,292

3.04.02

General and administrative expenses

-80,951

-252,969

-59,746

-176,407

3.04.05

Other operating expenses

-52,584

-116,332

-32,326

-87,074

3.04.05.01

Depreciation and amortization

-18,704

-51,392

-21,855

-56,974

3.04.05.02

Other operating expenses

-33,880

-64,940

-10,471

-30,100

3.05

Income (loss) before financial results and income taxes

104,656

212,959

-3,848

-36,314

3.06

Financial

-60,808

-158,613

-58,111

-117,975

3.06.01

Financial income

17,394

58,804

31,619

77,980

3.06.02

Financial expenses

-78,202

-217,417

-89,730

-195,955

3.07

Income before income taxes 

43,848

54,346

-61,959

-154,289

3.08

Income and social contribution taxes

-21,050

-46,983

19,003

52,570

3.08.01

Current

-18,756

-36,612

-16,331

-37,852

3.08.02

Deferred

-2,294

-10,371

35,334

90,422

3.09

Income (loss) from continuing operation

22,798

7,363

-42,956

-101,719

3.11

Income (loss) for the period

22,798

7,363

-42,956

-101,719

3.11.01

Income (loss) attributable to the Company

4,841

-25,628

-51,247

-126,381

3.11.02

Net income attributable to non-controlling interests

17,957

32,991

8,291

24,662

3.99

Income (loss) per share (Reais)

 

 

 

 

3.99.01

Basic earnings (loss) per share

 

 

 

 

3.99.01.01

ON

0,01120

-0,05930

-0,11880

-0,29290

3.99.02

Diluted earnings (loss) per share

 

 

 

 

3.99.02.01

ON

0,00960

-0,05930

-0,11880

-0,29290

 

13


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

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

 

 

CODE

DESCRIPTION

ACTUAL QUARTER

7/1/2012 to 9/30/2012

YEAR TO DATE 1/1/2012 to 9/30/2012

PRIOR YEAR QUARTER

7/1/2011 to 9/30/2011

YEAR TO DATE FROM PREVIOUS YEAR 1/1/2011 to 9/30/2011

4.01

Income (loss) for the period

22,798

7,363

-42,956

-101,719

4.03

Consolidated comprehensive income (loss) for the period

22,798

7,363

-42,956

-101,719

4.03.01

Income (loss) attributable to Gafisa

4,841

-25,628

-51,247

-126,381

4.03.02

Net income attributable to the noncontrolling interests

17,957

32,991

8,291

24,662

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

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

 

CODE

DESCRIPTION

YEAR TO DATE

9/30/2012

YEAR TO DATE FROM PREVIOUS YEAR

9/30/2011

6.01

Net cash from operating activities

351,480

-469,369

6.01.01

Cash generated in the operations

259,931

81,256

6.01.01.01

Loss before income and social contribution taxes

54,346

-154,289

6.01.01.02

Stock options expenses

23,202

12,789

6.01.01.03

Unrealized interest and finance charges, net

58,016

117,130

6.01.01.04

Depreciation and amortization

51,392

56,974

6.01.01.05

Write-off of property and equipment, net

8,668

-

6.01.01.06

Provision for legal claims

67,050

34,672

6.01.01.07

Warranty provision

11,281

7,160

6.01.01.08

Provision for profit sharing

42,906

6,425

6.01.01.9

Allowance for doubtful accounts

-16,512

6,385

6.01.01.10

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

-40,208

-

6.01.01.11

Provision for penalties due to delay in construction works

-1,190

-

6.01.01.12

Derivatives financial instruments

-10,529

-5,990

6.01.01.14

Write-off of Cipesa’s goodwill due to sale of landbank

11,509

-

6.01.02

Variation in Assets and Liabilities

91,549

-550,625

6.01.02.01

Trade accounts receivable

356,453

-289,318

6.01.02.02

Properties for sale

441,408

-314,837

6.01.02.03

Other accounts receivable

-41,133

-15,546

6.01.02.04

Transactions with related parties

6,836

17,060

6.01.02.05

Prepaid expenses

1,715

5,133

6.01.02.06

Suppliers

20,478

-5,276

6.01.02.07

Obligations for purchase of land and adv. from customers

-217,363

121,485

6.01.02.08

Taxes and contributions

46,428

-24,046

6.01.02.09

Salaries and payable charges

-5,693

45,160

6.01.02.10

Other obligations

-105,342

-48,923

6.01.02.11

Income tax and social contribution paid

-36,612

-37,852

6.01.02.12

Assignment of credits receivable, net

-375,626

-3,665

6.02

Net cash from investing activities

-5,245

356,217

6.02.01

Purchase of property and equipment and intangible assets

-80,327

-60,597

6.02.02

Redemption of short-term investments

488,213

4,572,960

6.02.03

Short-term investments

-413,131

-4,156,146

6.03

Net cash from financing activities

-19,987

241,177

6.03.01

Capital increase

2

4,957

6.03.02

Loans and financing obtained  

655,979

708,729

6.03.03

Payment of loans and financing

-619,760

-876,601

6.03.04

CCI - Assignment of credits receivable

56,715

377,265

6.03.05

Proceeds from subscription of redeemable equity interest in securitization fund

11,920

-10,405

6.03.06

Payables to venture partners

-148,988

72,464

6.03.07

Loans with related parties

24,145

-35,232

6.05

Net increase of cash and cash equivalents

326,248

128,025

6.05.01

Cash and cash equivalents at the beginning of the period

137,598

256,382

6.05.02

Cash and cash equivalents at the end of the period

463,846

384,407

 

 

 

15


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 01/01/2012 TO 09/30/2012 (in thousands of Brazilian reais)

 

 

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings/

accumulated losses

Others comprehensive income

Total shareholders’ equity

Non controlling interest

Total equity

consolidated

5.01

Opening balance

2,734,157

16,335

0

-102,019

0

2,648,473

98,621

2,747,094

5.03

Opening adjusted balance

2,734,157

16,335

0

-102,019

0

2,648,473

98,621

2,747,094

5.04

Capital transactions with shareholders

2

14,797

0

0

0

14,799

2,715

17,514

5.04.01

Capital increase

2

0

0

0

 

2

4,184

4,186

5.04.03

Stock options plan

0

14,797

0

0

0

14,797

-1,681

13,116

5.04.06

Dividends

0

0

0

0

 

0

212

212

5.05

Total of comprehensive income (loss)

0

0

0

-25,628

0

-25,628

32,991

7,363

5.05.01

Income (loss) for the period

0

0

0

-25,628

0

-25,628

32,991

7,363

5.07

Closing balance

2,734,159

31,132

0

-127,647

0

2,637,644

134,327

2,771,971

 

 

 

16


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

CONSOLIDATED  STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM 01/01/2011 TO 09/30/2011 (in thousands of Brazilian reais)

 

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings/

accumulated deficit

Others comprehensive income

Total shareholders’ equity

Non controlling interest

Total equity

consolidated

5.01

Opening balance

2,729,198

294,148

547,404

-

-

3.570.750

61,422

3,632,172

5.03

Opening Adjusted balance

2,729,198

294,148

547,404

-

-

3.570.750

61,422

3,632,172

5.04

Capital transactions with shareholders

4,957

13,604

-

-

-

18,561

209

18,770

5.04.01

Capital increase

4,957

-

-

-

-

4,957

64

5,021

5.04.03

Stock options plan

-

13,604

-

-

-

13,604

145

13,749

5.05

Comprehensive Income (loss)

-

-

-

-126,381

-

-126,381

24,662

-101,719

5.05.01

Income (loss) for the period

-

-

-

-126,381

-

-126,381

24,662

-101,719

5.07

Closing balance

2,734,155

307,752

547,404

-126,381

-

3,462,930

86,293

3,549,223

 

 

 

17


 
 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

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

 

CODE

DESCRIPTION

YEAR TO DATE

9/30/2012

YEAR TO DATE FROM PREVIOUS YEAR

9/30/2011

7.01

Revenues

3,259,802

2,757,306

7.01.01

Real estate development, sale and services

3,270,994

2,757,306

7.01.04

Allowance for doubtful accounts

-11,192

-

7.02

Inputs acquired from third parties

-2,365,810

-2,202,566

7.02.01

Cost of sales and/or services

-2,094,086

-2,012,225

7.02.02

Materials, energy, outsourced labor and other

-271,724

-190,341

7.03

Gross added value

893,992

554,740

7.04

Retentions

-51,392

-56,974

7.04.01

Depreciation, amortization and depletion

-51,392

-56,974

7.05

Net added value produced by the Company

842,600

497,766

7.06

Added value received on transfer

58,804

77,980

7.06.02

Financial income

58,804

77,980

7.07

Total added value to be distributed

901,404

575,746

7.08

Added value distribution

901,404

575,746

7.08.01

Personnel and payroll charges

265,000

230,113

7.08.02

Taxes and contributions

295,087

141,657

7.08.03

Compensation – Interest

366,943

330,357

7.08.04

Compensation – Company capital

-25,626

-126,381

7.08.04.03

Retained losses

-25,626

-126,381

 

 

 

18


 
 

 

 

 


 
 

GAFISA GROUP REPORTS RESULTS FOR 3Q12

 

--- Gafisa Group unit deliveries increased 9% y-o-y to 17,729 in the 9M---

--- 9M12 unit deliveries reached 74% of mid-range guidance for the full year ---

--- Consolidated free cash generation was positive at R$149 million in 3Q12 ---

--- Operational consolidated cash flow reached R$607 million in 9M12, or ---

--- 87% of the mid point of the increased guidance established at range R$600-R$800 million --

--- Launches reached R$451.9 million, with sales of R$689.3 million in 3Q12 ---

--- The results represent 49% of the mid-range of the previous guidance of launches and

54% of the mid-range of full guidance, which excludes launches at Tenda in 2012

--- Consolidated sales velocity in the 3Q12 was 19%, or 23% ex-Tenda ---

 

 

IR Contact Info

Luciana Doria Wilson

Stella Hae Young Hong

Email: ri@gafisa.com.br

 

IR Website:

www.gafisa.com.br/ir

 

3Q12 Earnings Results Conference Call

November 13, 2012

 

> 8am US EST

In English (simultaneous translation from Portuguese)

+ 1-516-300-1066 US EST

Code: Gafisa

 

> 11am Brasilia Time

In Portuguese

Phones:

+55-11-3127-4971 (Brazil)

Code: Gafisa

 

Replay:

+55-11-3127-4999 (EUA)

Code: 38738767

+55-11-3127-4999 (Brazil)

Code: 67871310

Webcast: www.gafisa.com.br/ir  

Shares

GFSA3– Bovespa

GFA – NYSE

Total Outstanding Shares:

432,137,7391

Average daily trading volume (90 days2): R$59.3 million

1)      Including 599,486 treasury shares

2)      Up to September 30, 2012

   FOR IMMEDIATE RELEASE - São Paulo, November 12, 2012 – Gafisa S.A. (Bovespa: GFSA3; NYSE: GFA), Brazil’s leading diversified national homebuilder, today reported financial results for the third quarter ended September 30, 2012.

Duilio Calciolari, Chief Executive Officer, said: “Our 3Q12 results demonstrate that the execution of Gafisa’s operations advanced in the direction of our planned full-year targets. The cash generation and the deleveraging of our balance sheet remain a priority and following the delivery of over 17,700 units, we have already exceeded the mid-point of our annual cash flow (CFO) guidance, resulting in increased CFO guidance of R$600-800mn for 2012. In addition to our focus on cash generation coming from our core business, we are also selling non-strategic land and generating new profitable businesses.”

“The Gafisa brand is now concentrated in the states of Sao Paulo and Rio de Janeiro. In the first nine months of the year we launched projects valued at over R$795 million, all of which are aligned to our guidelines for profitability and have strong levels of initial sales with a velocity of 59%. The completion of developments in non-strategic areas will still impact our profitability in the near-term. Thereafter we will have reduced the complexity of our business and substantially increased our execution capacity.”

“At Tenda, we remain focused on delivering existing and in-progress developments. Year-to-date we have transferred around 9,600 units to financial institutions, and delivered over 10,000 units. Of those contracts that have been cancelled, 70% have already been resold. We are postponing new Tenda launches to the first half of 2013 in order for the team to continue their good work and remain totally focused on completing and delivering current units. As a result we will not be launching the R$300 million originally planned for the year.”

“Our AlphaVille business continues to be a strong contributor to the Group’s profits. The brand has grown to represent almost half of year-to-date launches and we expect launches to increase sequentially to more than R$1 bilion. Given the returns achieved by this brand and further development opportunities in Brazil, we continue to favor the allocation of resources to opportunities that provide the right balance of growth and profitability.”

CONSOLIDATED FINANCIAL RESULTS

Net revenue recognized by the “PoC” method was R$1.06 billion in the third quarter, which is in line with the 2Q12 result and up 22% year-over-year.

Gross profit was R$308 million in the third quarter, up from R$279 million in the 2Q12 and R$166 million in the 3Q11. Gross margin increased to 29.0% in 3Q12, from 26.8% in the second quarter and 19.0% in 3Q11.

EBITDA was R$183 million in the third quarter, up from R$149 million in the 2Q12 and R$62 million in the 3Q11. EBITDA for Gafisa and AlphaVille totaled R$69 million and R$92 million, respectively. During the third quarter, Tenda’s EBITDA was R$22 million. During the 9M12, the EBITDA margin reached 14.4% or 20.1% ex-Tenda, compared to 6.5% and 15.5%, respectively, in the 9M11.

Third quarter net income was R$5 million, compared to R$1 million in the 2Q12 and a net loss of R$51 million in the 3Q11.

As of September 30, 2012, the Company had approximately R$1.23 billion in cash and cash equivalents compared to R$1.1 billion at the end of the 2Q12. The net debt to equity ratio decreased to 106% in the 3Q12, from 112% in the 2Q12.

Excluding project finance, the net debt/equity ratio was 28% as compared to 34% in the 2Q12.

CONSOLIDATED OPERATING RESULTS

Project launches totaled R$451.9 million in the 3Q12, a 17% decrease compared to the 2Q12. Y-o-Y launches decreased 57% due to the implementation of the turnaround strategy announced at the end of 2011. The result represents 49% of the mid-range of the previous full-year launch guidance of R$2.7 to R$3.3 billion and 54% of the mid-range of the full-year launch guidance of R$2.4 to R$3.0 billion, which excludes launches at Tenda in 2012.

Consolidated pre-sales totaled R$689.3 million in the third quarter, a 9% increase compared to the 2Q12, and a 34% decrease compared to the 3Q11. Sales from launches represented 66% of the total, while sales from inventory comprised the remaining 34%.

The consolidated sales speed of launches reached 66.7% in the 3Q12 and 66.3% in the 9M12. Consolidated sales over supply reached 18.7%, compared to 23.1% in the 3Q11, reflecting fewer launches to pursue remedial/corrective action at Tenda. Excluding the Tenda brand, third-quarter sales over supply was 22.7%, compared to 20.1% in the 2Q12 and 27.4% in the 3Q11.

Third quarter consolidated inventory at market value was decreased by R$283 million to R$3.0 billion from R$3.3 billion in the 2Q12.

The Group delivered 17,729 units in the 9M12, representing a 9% year-over-year increase.

Note: due to the adjustments in 2011 results, the interim results were restated.

 

20


 
 

 

INDEX

Recent Events  04 
Gafisa Group Key Numbers  06 
Consolidated Numbers for the Gafisa Group  07 

Gafisa Segment 

08 

AlphaVille Segment 

11 

Tenda Segment 

13 
Income Statement  17 

Revenues 

17 

Gross Profit 

18 

Selling, General and Administrative Expenses 

18 

EBITDA 

19 

Net Income 

20 

Backlog of Revenues and Results 

20 
Balance Sheet  21 

Cash and Cash Equivalents 

21 

Accounts Receivable 

21 

Inventory 

21 

Liquidity 

22 

Covenant Ratios 

22 
Outlook  23 
Group Gafisa Consolidated Income Statement  24 
Group Gafisa Consolidated Balance Sheet  25 
Cash Flow  26 
Glossary  33 

 


 
 

RECENT EVENTS   

 Consolidated Free Cash Generation Was Positive at R$149 Million in the 3Q12

Chart 1. Cash Generation (Cash burn) (3Q10 – 3Q12)

 

Gafisa ended the third quarter with R$1.23 billion in cash, a 13% increase over a balance R$1.1 billion at the end of the second quarter. Across the Group, unit deliveries in the first nine months of the year were consistent with our full-year target and we have achieved the mid range of our previous operating cash flow full year guidance of R$500-R$700 million. Operational consolidated cash flow reached R$607 million in the 9M12, 87% of the mid range of the updated guidance established for 2012 of R$600-R$800 million. Consolidated free cash generation was positive at R$149 million in the 3Q12.

 

Updated Status of AlphaVille Acquisition

The arbitration has been submitted to the Brazil-Canada Chamber of Conciliation and Arbitration as prescribed in the Agreement. As a recap, according to the terms of the Investment Agreement signed between Gafisa and Alphapar when Gafisa acquired control of AlphaVille in 2006, as the Parties have not reached an agreement on the acquisition of the remaining 20% stake in AlphaVille, the process was submitted to arbitration on an exclusive and final basis.

Updated Status of the Results by Brand

Gafisa has been successfully implementing the strategic plan set in 2011 and has focused squarely on obtaining and maintaining operational consistency.

Gafisa: (1) Gafisa was able to launch 53% of the mid-range of 2012 guidance of R$1.5 billion for the segment. (2) New Market projects, where Gafisa had lower margins will be delivered and should be substancially completed in the beginning of 2013. (3) Sales performance related to inventory has improved. (4) Gafisa has been contributing to the generation of operating cashflow.

Tenda: (1) Tenda posted healthy sales speed, better execution and improved quality in the portfolio of receivables. (2) In the first nine months, Tenda transferred 9,567 units to financial institutions reflecting 80% of the mid-range of guidance provided for the full year of 10,000–14,000 customers. (3) Units delivery consistent with full year guidance. (4) Tenda is contributing to the consolidated positive operating cash flow posted.

AlphaVille: (1) Continues to launch developments with good demand - two projects (AlphaVille Minas Gerais and Terras Alpha Sergipe) were launched with sales of 94%. (2) The results underscore the growing share of AlphaVille in the product mix. The brand accounted for 46% share of 9M12 consolidated launches, up from a 21% a year ago. (3) The quality and size of AlphaVille landbank is a strong indication of the future prospects of the company.

Units Delivery Consistent with Full Year Guidance

Chart 2. Delivered units (2007 – 3Q12)

 

In the third quarter of 2012, the Company was able to achieve operational consistency in unit deliveries. Gafisa delivered 27 projects encompassing 5,531 units, a 35% decrease on the 8,459 delivered during 3Q11. In the first nine months, the Gafisa Group achieved unit deliveries of 17,729 units, representing a 9% year-over-year increase. See the accompanying chart for detailed information.

 

22


 
 

Tenda Status

With the introduction of the new strategy and organizational structure, Gafisa is progressing toward established guidance for the year. The restructuring of the Tenda brand, which focuses on affordable entry level developments, is progressing according to plan. Since the beginning of the year the Gafisa Group has implemented corrective actions focused on execution and the delivery of units. In the meantime the launch of Tenda units was halted until Tenda could be relaunched under a profitable business model. These corrective actions have been successful as Tenda has been able to transfer units to financial institutions in line with guidance and contribute to consolidated positive operating cash flow. As a result, the Company expects the launch cycle to resume next year when the appropriate processes will be in place to ensure a profitable business model. Accordingly, official guidance for Tenda launches of between R$270-R$330 million for 2012 has been revised down to zero.

The turnaround process at Tenda has been based on three pillars: (1) the expedition of the financing process through the immediate transfer of mortgages to financial institutions; (2) the revision of the supply chain to ensure the availability of material and labor to execute works; (3) the standardization of production processes. This determines the profitability of projects in the economic segment, where margins tend to be lower and can render developments unviable.

The contracted launch and transferred sale model means that the sale of a unit is only realized following a complete customer credit analysis by the CEF, the chief financial agent for Tenda’s clients. It is also contingent upon bank approval. This means Tenda’s customers will learn whether they fit the profile required by the bank during financing approval. Since the start of the year, approximately 70% of sales have been transferred or are awaiting customer signatures. The remainder are in an advanced stage of being contracted with the CEF.

The review of the supply chain and suppliers is part of a move to better control the construction process at Tenda and provide assurance to engineers as they carry out their projects. The Supply Chain unit, which was created in early 2012, has full access to works from start to finish. As a result, basic inputs and services are negotiated in large quantities, rather than individually, to maximize efficiencies. Previously, materials were ordered by engineers; today the division controls materials and verifies all amendments to avoid technical issues in the supply chain or with suppliers.

One of the main technologies used by Tenda to achieve standardization in projects is the aluminum mold method. Light, durable and sized for easy handling by operators, the metal modules are assembled and filled directly with concrete for much higher-quality walls and slabs when compared to structural blocks. This also makes the process of finishing the walls unnecessary. This technology, in addition to superior  process controls and reduced operational risks, reduces the construction cycle by up to 30%. Since 2010, approximately 80% of Tenda’s construction has employed this technology and this proportion should increase with new launches.

The plan to resume launches at Tenda is based on the elements mentioned above, always with a conservative capital allocation. Our initial focus will be on four regions: Sao Paulo, Rio de Janeiro, Minas Gerais and Salvador, where we have already established a strong base to relaunch operations.

23


 
 

KEY NUMBERS FOR THE GAFISA GROUP 

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

3Q12

2Q12

Q-o-Q(%)

3Q11

Y-o-Y(%)

9M12

9M11

Y-o-Y(%)

Launches (%Gafisa)

451,943

546,519

-17%

1,051,713

-57%

1,462,201

2,944,589

-50%

Launches (100%)

841,075

579,856

45%

1,318,304

-36%

1,988,977

3,395,005

-41%

Launches, units (%Gafisa)

1,361

1,182

15%

2,334

-42%

3,826

10,671

-64%

Launches, units (100%)

2,362

1,426

66%

2,813

-16%

5,455

12,458

-56%

Contracted sales (%Gafisa)

689,331

630,295

9%

1,044,651

-34%

1,727,863

3,013,873

-43%

Contracted sales (100%)

900,931

729,452

24%

1,256,078

-28%

2,070,575

3,468,420

-40%

Contracted sales, units (% Gafisa)

1,929

1,629

18%

2,866

-33%

4,060

10,449

-61%

Contracted sales, units (100%)

2,693

2,055

31%

3,770

-29%

5,648

12,651

-55%

Contracted sales from Launches (%co)

447,154

299,084

50%

852,763

-48%

969,150

1,634,897

-41%

Sales over Supply (SoS) %

18.7%

16.1%

258 bps

23.1%

-441 bps

36.5%

46.4%

-987 bps

Completed Projects (%Gafisa)

953,361

1,195,783

-20%

1,162,979

-18%

3,255,951

2,375,284

37%

Completed Projects, units (%Gafisa)

5,531

6,032

-8%

8,459

-35%

17,729

16,241

9%

Note: * The difference between the stake in the projects launched and 100% is explained by the increase in the contribution of AlphaVille; business unit where the partner is the land owner.

Consolidated Land bank (R$) 

17,831,913

15,398,446

16%

21,096,042

-15%

17,831,913

21,096,042

-15%

Potential Units

85,522

63,146

35%

100,025

-14%

85,522

100,025

-14%

Number of Projects / Phases

121

121

0%

204

-41%

121

204

-41%

 

 

 

 

 

 

 

 

 

Net revenues

1,064,094

1,040,537

2%

874,378

22%

3,032,464

2,589,085

17%

Gross profit

308,132

279,141

10%

165,764

86%

788,852

442,459

78%

Gross margin

29.0%

26.8%

213bps

19.0%

1000bps

26.0%

17.1%

892bps

Adjusted Gross Margin ¹

34.3%

31.7%

8%

23.4%

46%

30.9%

22.3%

39%

Adjusted EBITDA ²

183,144

148,750

23%

61,755

197%

437,081

167,850

160%

Adjusted EBITDA margin ²

17.2%

14.3%

292bps

7.1%

1015bps

14.4%

6.5%

793bps

Adjusted EBITDA margin ² (ex-Tenda)

21.8%

18.5%

321bps

20.5%

124bps

20.1%

15.5%

458bps

Adjusted Net (loss) profit ²

26,218

22,677

16%

(38,311)

-168%

30,566

(88,930)

-134%

Adjusted Net margin ²

2.5%

2.2%

28bps

-4.4%

685bps

1.0%

-3.4%

444bps

Net (loss) profit

4,841

1,046

363%

(51,247)

-109%

(25,628)

(126,381)

-80%

EPS (loss) (R$)

0.0112

0.0024

88bps

(0.1187)

1298bps

(0.0593)

(0.2926)

2333bps

Number of shares ('000 final)

432,272

432,272

0%

431,916

0%

432,272

431,916

0%

 

 

 

 

 

 

 

 

 

Revenues to be recognized

3,702,549

4,124,151

-10%

4,276,647

-13%

3,702,549

4,276,647

-13%

Results to be recognized ³

1,311,938

1,476,003

-11%

1,559,713

-16%

1,311,938

1,559,713

-16%

REF margin ³

35.4%

35.8%

-36bps

36.5%

-104bps

35.4%

36.5%

-104bps

 

 

 

 

 

 

 

 

 

Net debt and investor obligations

2,939,417

3,088,232

-5%

2,946,507

0%

2,939,417

2,946,507

0%

Cash and cash equivalent

1,234,826

1,097,277

13%

912,353

35%

1,234,826

912,353

35%

Equity

2,637,644

2,629,720

0%

3,462,929

-24%

2,637,644

3,462,929

-24%

Equity + Minority shareholders

2,771,971

2,746,145

1%

3,549,223

-22%

2,771,971

3,549,223

-22%

Total assets

9,025,658

9,170,654

-2%

9,658,113

-7%

9,025,658

9,658,113

-7%

(Net debt + Obligations) / (Equity + Min)

106%

112%

-642bps

83%

2302bps

106%

83%

2302bps

Note: Unaudited Financial Operational data

1) Adjusted for capitalized interest

2) Adjusted for expenses on stock option plans (non-cash), minority shareholders

3) Results to be recognized net of PIS/Cofins - 3.65%; excludes the AVP method introduced by Law nº 11,638

4) Note: during 2Q12, Tenda land bank was readjusted to focus on core regions, 3Q12 all remaining non-strategic land bank were excluded

Nm = not meaningful

24


 
 

CONSOLIDATED DATA FOR THE GAFISA GROUP   

 

Consolidated Launches

Third quarter 2012 launches totaled R$451.9 million, an 17% decrease over 2Q12. Y-o-Y launches decreased 57% due to the implementation of the turnaround strategy announced at the end of 2011. The result represents 49% of the mid-range of the previous full-year launch guidance of R$3.0 billion and 54% of the mid-range of the previous full-year launch guidance of R$2.7 billion. The delays in the approval of a few projects to be launched in 3Q12, in Sao Paulo, that slipped to the 4Q12, explains the drop in launches Y-o-Y. During the 9M12, 18 projects/phases were launched across 7 states, with Gafisa accounting for 54% of launches and AlphaVille the remaining 46%.

 

Table 2. Consolidated Launches (R$ million)

Launches

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Gafisa Segment

114,291

465,900

-75%

652,512

-82%

794,881

1,816,073

-56%

AlphaVille Segment

337,652

80,619

319%

350,117

-4%

667,320

627,598

6%

Tenda Segment

-

-

na

49,085

nm

-

500,917

na

Total

451,943

546,519

-17%

1,051,713

-57%

1,462,201

2,944,589

-50%

 

Consolidated Pre-Sales

Third-quarter 2012 consolidated pre-sales totaled R$689.3 million, a 9% increase compared to the 2Q12 and a 34% decrease compared to the 3Q11. Sales from launches represented 66% of the total, while sales from inventory comprised the remaining 34%.

Table 3. Consolidated Pre-Sales (R$ million)

         

 

 

 

Pre-sales

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Gafisa Segment

327,990

456,383

-28%

665,408

-51%

1,101,076

1,867,221

-41%

AlphaVille Segment

331,290

158,184

109%

281,752

18%

671,451

597,683

12%

Tenda Segment

30,050

15,728

91%

97,490

-69%

(44,664)

548,969

nm

Total

689,331

630,295

9%

1,044,651

-34%

1,727,863

3,013,873

-43%

                                 

Consolidated Sales over Supply (SoS)

Consolidated sales over supply reached 18.7%, compared to 23.1% in 3Q11, reflecting fewer launches to pursue corrective remedial/action at the Tenda business. Excluding the Tenda brand, third-quarter sales over supply was 22.7%, compared to 20.1% in 2Q12 and 27.4% in 3Q11. The lower VSO is attributed to the lower contribution of launches as compared to the previous year period. The consolidated sales speed of launches reached 66.7%.

 

Table 4. Gafisa Group Sales over Supply (SoS)

Sales Speed

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Gafisa (A)

16.5%

19.6%

-3.1 bps

24.8%

-8.3 bps

39.9%

48.1%

-8.2 bps

AlphaVille (B)

36.4%

21.6%

14.8 bps

36.4%

0.0 bps

53.7%

54.9%

-1.1 bps

Total (A) + (B)

22.7%

20.1%

2.7 bps

27.4%

-4.6 bps

44.2%

49.5%

-5.4 bps

Tenda (C)

3.8%

1.8%

1.9 bps

9.1%

-5.3 bps

-6.2%

36.1%

-42.3 bps

Total (A) + (B) + (C)

18.7%

16.1%

2.6 bps

23.1%

-4.4 bps

36.5%

46.4%

-9.9 bps

Notes: nm = not meaningful

Results by Brand

Table 5. Main Operational & Financial Numbers - Contribution by Brand – 9M12

 

Gafisa (A)

AlphaVille (B)

Total (A) + (B)

Tenda (C)

Total (A) + (B) + C)

Deliveries (PSV R$mn)

1,650,029

483,414

2,133,443

1,122,507

3,255,951

Deliveries (% contribution)

51%

15%

66%

34%

100%

Deliveries (units)

4,735

2,611

7,346

10,382

17,728

Launches (R$mn)

794,881

667,320

1,462,201

0

1,462,201

Launches (% contribution)

54%

46%

100%

0%

100%

Launches (units)

1,199

2,627

3,826

0

3,826

Pre-sales

1,101,076

671,451

1,772,527

(44,664)

1,727,863

Pre-Sales (% contribution)

64%

39%

103%

-3%

100%

Revenues (R$mn)

1,587,446

524,823

2,112,269

920,195

3,032,464

Revenues (% contribution)

52%

17%

70%

30%

100%

Gross Profit (R$mn)

365,807

281,537

647,344

141,509

788,853

Gross Margin (%)

23%

54%

31%

15%

26%

EBITDA (R$mn)

240,637

183,446

424,083

13,001

437,084

EBITDA Margin (%)

15%

35%

20%

1%

14%

EBITDA (% contribution)

55%

42%

97%

3%

100%

25


 
 

GAFISA SEGMENT 

  

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

 

Gafisa Segment Launches

 

Third-quarter launches reached R$114.3 million and included 2 projects/phases concentrated in São Paulo and Rio de Janeiro, 75% lower than the R$465.9 million experienced in the second quarter. The results represent only 53% of the midpoint of the launch guidance for the year of R$1.35 to R$1.65 billion, due to delays in the approval of a few projects to be launched in 3Q12, that slipped to the 4Q12.

 

Table 6. Launches by Market Region Gafisa Segment (R$ million)

%Gafisa - R$000

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Gafisa

São Paulo

51,482

465,900

-89%

247,777

-79%

732,072

1,270,865

-42%

 

Rio de Janeiro

62,809

-

0%

431,796

-85%

62,809

557,562

-89%

 

Other

-

-

0%

(27,062)

-100%

-

(12,354)

nm

 

Total

114,291

465,900

-75%

652,512

-82%

794,881

1,816,073

-56%

 

Units

134

655

-80%

1,124

-88%

1,199

4,467

-73%

 

Table 7. Launches by unit price Gafisa Segment (R$ million)

%Gafisa - R$000

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Gafisa

≤R$500K

-

34,211

-100%

83,536

-100%

210,601

928,732

-77%

 

>R$500K

114,291

431,689

-74%

568,976

-80%

584,280

887,341

-34%

 

Total

114,291

465,900

-75%

652,512

-82%

794,881

1,816,073

-56%

 

Gafisa Segment Pre-Sales

 

Third quarter pre-sales totaled R$328.0 million, a 28% decrease over 2Q12. Units launched during the same year represented 55% of total sales, while sales from inventory accounted for the remaining 45%. In 3Q12, sales velocity (sales over supply) was 16.5%, compared to 19.6% in 2Q12, and 24.8% in 3Q11. The sales velocity of Gafisa launches was 48.5%.

 

Table 8. Pre-Sales by Market Region Gafisa Segment (R$ million)

%co - R$000

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Gafisa

São Paulo

240,319

387,970

-38%

423,696

-43%

872,071

1,355,207

-36%

 

Rio de Janeiro

90,009

60,484

49%

219,305

-59%

204,925

381,997

-46%

 

Other

(2,338)

7,929

-129%

22,408

-110%

24,079

130,017

-81%

 

Total

327,990

456,383

-28%

665,408

-51%

1,101,076

1,867,221

-41%

 

Units

522

848

-38%

1,540

-66%

2,017

4,396

-54%

 

Table 9. Pre-Sales by unit Price Gafisa Segment (R$ million)

%co - R$000

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Gafisa

≤ R$500K

72,721

179,789

-60%

499,231

-85%

398,851

1,247,831

-68%

 

> R$500K

255,270

276,594

-8%

166,178

54%

702,224

619,390

13%

 

Total

327,990

456,383

-28%

665,408

-51%

1,101,076

1,867,221

-41%

 

Table 10. Pre-Sales by unit Price Gafisa Segment (# units)

%co - R$000

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Gafisa

≤ R$500K

246

458

-46%

1.345

-82%

1,180

3,653

-68%

 

> R$500K

276

390

-29%

195

41%

837

743

13%

 

Total

522

848

-38%

1.540

-66%

2,017

4,396

-54%

 

 

26


 
 

Gafisa Segment Delivered Projects

During the first nine months of 2012, Gafisa delivered 27 projects/phases and 4,735 units. The tables below list the products delivered in 9M12:

Table 11. Delivered Projects Gafisa Segment (9M12)

 

 

 

 

 

Company

Project

Delivery

Launch

Local

% co

Units

PSV R$000

Gafisa

Magno

Aug/12

2009

São Paulo – SP

100%

36

52,841

Gafisa

Mistral

Aug/12

2009

Belém – PA

80%

200

33,987

Gafisa

Pateo Mondrean

Sep/12

2010

São Paulo – SP

100%

137

230,975

Gafisa

Vista Patamares

Sep/12

2009

Salvador - BA

50%

336

48,629

Total

 3Q12

 

 

 

 

709

366,432

Gafisa

Mosaico (Fradique Coutinho)

Apr-12

2010

São Paulo - SP

100%

62

42,947

Gafisa

Montblanc

May-12

2008

São Paulo - SP

80%

112

106,353

Gafisa

Laguna di Mare

May-12

2008

Rio de Janeiro - RJ

100%

192

71,889

Gafisa

Carpe Diem Belém

May-12

2008

Belém - PA

80%

90

37,094

Gafisa

Orbit

May-12

2008

Curitiba - PR

100%

185

31,532

Gafisa

Vistta Santana

Jun-12

2009

São Paulo - SP

100%

168

117,598

Gafisa

Vision Brooklin

Jun-12

2009

São Paulo - SP

100%

266

116,666

Gafisa

Riservato

Jun-12

2010

Rio de Janeiro - RJ

100%

42

27,310

Gafisa

Nouvelle

Jun-12

2008

Aracajú - SE

100%

12

27,129

Gafisa

Alta Vistta F2

Jun-12

2010

Maceio - AL

50%

182

5,364

Total

2Q12

 

 

 

 

1,311

583,882

 

Gafisa

VNSJ Metropolitan

Jan-12

2009

São José - SP

100%

96

30,028

Gafisa

VNSJ Vitoria e Lafayette

Jan-12

2008

São José - SP

100%

192

57,518

Gafisa

Mansão Imperial F2

Jan-12

2010

São Bernardo do Campo - SP

100%

100

62,655

Gafisa

Reserva das Laranjeiras

Jan-12

2008

Rio de Janeiro - RJ

100%

108

61,818

Gafisa

Alegria F2 A

Feb-12

2010

Guarulhos - SP

100%

139

43,750

Gafisa

Paulista Corporate

Feb-12

2009

São Paulo - SP

100%

168

72,213

Gafisa

Neogarden

Feb-12

2008

Curitiba - PR

100%

144

40,427

Gafisa

Reserva Santa Cecília

Feb-12

2007

Volta Redonda - RJ

100%

122

23,835

Gafisa

JTR - Comercial

Feb-12

2007

Maceió - AL

50%

193

11,911

Gafisa

Parc Paradiso

Feb-12

2007

Belém - PA

90%

432

58,754

Gafisa

Supremo Ipiranga

Mar-12

2009

São Paulo - SP

100%

104

54,860

Gafisa

GPARK Árvores

Mar-12

2007

São Luis - MA

50%

240

29,978

Gafisa

Parque Barueri Fase 1

Mar-12

2008

Barueri - SP

100%

677

151,968

Total

 1Q12

 

 

 

 

2,715

699,715

Total

9M12

 

 

 

 

4,735

1,650,029

 

Projects launched Gafisa Segment

The following table displays Gafisa Segment projects launched during the 9M12:

Table 12. Projects Launched at Gafisa Segment (9M12)

Projects

Launch Date

Local

% co

Units
(%co)

PSV
(%co)

% sales
30/09/12

Sales
31/09/12

1Q12

 

 

 

 

 

 

 

Duquesa

Mar/12

SP

100%

130

152,591

51%

77,238

Maraville

Mar/12

SP

100%

280

62,099

69%

43,147

Total 1Q12

 

 

 

410

214,690

56%

120,385

2Q12

 

 

 

 

 

 

 

Like Brooklin

May/12

SP

100%

146

98,479

72%

71,136

Eclat

May/12

SP

100%

49

134,966

49%

66,393

Energy

Jun/12

SP

100%

156

78,080

00120,

78%

60,950

Coloratto

Jun/12

SP

100%

192

120,165

54%

65,429

Mistral

Jun/12

SP

100%

112

34,211

75%

25,506

Total 2Q12

 

 

 

655

465,900

62%

289,414

3Q12

 

 

 

 

 

 

 

Scena Laguna

Aug/12

RJ

80%

50

62,809

48%

30,156

Smart Santana

Aug/12

SP

100%

84

51,482

49%

25,272

Total 3Q12

 

 

 

134

114,291

48%

55,428

Total 9M12

 

 

 

1,199

794,881

59%

465,227

                 

Note: The VSO refers to contracted sales over the corresponding period of the offer. In this calculation, we consider the stock adjusted to reflect the correct price.

 

27


 
 

Table 13. Land Bank Gafisa Segment – as of 3Q12

 

PSV - R$million
(%Gafisa)

%Swap
Total

%Swap
Units

%Swap
Financial

Potential units
(%co)

Potential units
(100%)

São Paulo

3,706,846

33%

32%

1%

7,687

8,970

Rio de Janeiro

1,398,234

43%

43%

0%

2,244

2,293

Total

5,105,080

36%

35%

1%

9,931

11,263

 

 

Table 14. Adjusted EBITDA Gafisa  Segment (R$000)

(R$'000) Consolidated

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Net profit

(29,760)

(12,222)

143%

(28,104)

6%

(64,397)

(138,189)

-53%

(+) Financial result

49,813

52,869

-6%

55,389

-10%

137,128

114,794

19%

(+) Income taxes

5,093

(395)

-1389%

(4,958)

-203%

18,067

(19,726)

-192%

(+) Depreciation and Amort.

12,204

9,872

24%

16,527

-26%

37,340

41,538

-10%

(+) Capitalized interest

29,774

33,784

-12%

32,038

-7%

98,610

114,423

-14%

(+) Stock option plan expenses

2,940

5,389

-45%

3,636

-19%

14,363

9,946

44%

(+) Minority shareholders

(1,094)

597

-283%

157

-797%

(473)

530

-189%

Adjusted EBITDA

68,970

89,894

-23%

74,685

-8%

240,638

123,316

95%

Net revenues

506,718

593,149

-15%

459,971

10%

1,587,446

1,357,349

17%

Adjusted EBITDA margin

14%

15%

-154bps

16%

-263bps

15%

9%

607bps

Note: Net Revenues include 8% of sales of land bank that did not generate margins.

 

28


 
 

ALPHAVILLE SEGMENT 

  

Focuses on the sale of residential lots, with unit prices between R$130,000 and R$500,000.

 

AlphaVille Segment Launches

 

AlphaVille’s operations reflect the Company’s intention to increase its share in the product mix. Third-quarter launches totaled R$337.6 million, a  319% increase compared to the 2Q12 and 4% decrease compared to the 3Q11, and included 5 projects/phases across 4 states. The brand accounted for a 46% share of the 9M12 consolidated launches, up from 21% in the year-ago period.  

Table 15 - Launches by AlphaVille Segment (R$ million)

%co - R$000

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

  AlphaVille 

 

337,652

80,619

319%

350,117 350.117

-4%

667,320

627,598

6%

 

Total

337,652

80,619

319%

350,117

-4%

667,320

627,598

6%

 

Units

1,227

527

133%

887

38%

2,627

2,437

8%

 

 

Table 16 - Launches by unit price AlphaVille Segment - (R$ million)

%co - R$000

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

AlphaVille

≤ R$200K;

65,217

80,619

-19%

41,499

57%

274,071

103,760

164%

 

> R$200K; ≤ R$500K

272,435

-

-

271,180

nm

393,249

486,401

-19%

 

> R$500K

-

-

-

37,437

nm

-

37,437

nm

 

Total

337,652

80,619

319%

350,117

-4%

667,320

627,598

6%

 

AlphaVille Pre-Sales

 

Third-quarter pre-sales reached R$331.3 million, a 109% increase compared to the 2Q12 and an 18% increase compared to the 3Q11. During the 9M12, the residential lots segment’s share of consolidated pre-sales increased to 39% from 20% in the 9M11. In the 3Q12, sales velocity (sales over supply) was 36.4% compared to 21.6% in the 2Q12. Third-quarter sales velocity from launches was 73%. Sales from launches represented 81% of total sales, while the remaining 19% came from inventory.

 

Table 17 - Pre-Sales AlphaVille Segment - (R$ million)

%co - R$000

 

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

 AlphaVille

 

331,290

158,184

109%

281,752

18%

671.451

597.683

12%

 

Total

331,290

158,184

109%

281,752

18%

671.451

597.683

12%

 

Units

1,245

717

74%

798

56%

2723

2.445

11%

 

Table 18. Pre-Sales by unit Price AlphaVille Segment (R$ million

%AlphaVille R$000

 

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

AlphaVille

≤ R$200K;

188,011

96,070

96%

40,743

361%

290,236

133,039

118%

 

> R$200K; ≤ R$500K

122,348

43,628

180%

222,354

-45%

352,355

442,946

-20%

 

> R$500K

20,391

18,486

13%

18,655

12%

28,861

21,698

33%

 

Total

331,290

158,184

109%

281,752

18%

671.451

597.683

12%

                       

Table 19. Pre-Sales by unit Price AlphaVille Segment (# units)

%AlphaVille R$000

 

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%

9M12

9M11

Y-o-Y (%)

AlphaVille

≤ R$200K;

922

605

52%

311

196%

1,575

881

79%

 

> R$200K; ≤ R$500K

310

100

210%

474

-35%

1,147

1,550

-26%

 

> R$500K

12

12

5%

12

2%

1

14

-93%

 

Total

1,245

717

74%

798

56%

2,722

2,446

11%

                     

 

 

29


 
 

AlphaVille Segment Delivered Projects

During 9M12, AlphaVille delivered 7 projects/phases and 2,611 units. The tables below list the products delivered in the 9M12:

 

Table 20. Delivered projects (9M12) - AlphaVille Segment

Company

Project

Delivery

Launch

Local

% co

Units

PSV R$000

AlphaVille

Terras Alpha PetrolinaI

jan/12

Dec-10

Petrolina/PE

75%

366

47,424

AlphaVille

Terras Alpha PetrolinaII

jan/12

Sep-11

Petrolina/PE

76%

286

41,499

AlphaVille

Terras Alpha FozdoIguaçu2

mar/12

Dec-10

Foz do Iguaçu/PR

74%

342

33,069

Total 1Q12

 

 

 

 

 

994

121,993

 

AlphaVille

AlphaVille Granja Viana

jun/12

jun/09

Cotia/SP

33%

110

36,264

AlphaVille

AlphaVille Ribeirão Preto F1

jun/12

mar/10

Ribeirão Preto/SP

60%

352

97,269

AlphaVille

AlphaVille Ribeirão Preto F2

jun/12

jun/10

Ribeirão Preto/SP

60%

182

54,381

Total 2Q12

 

 

 

 

 

643

187,913

AlphaVille

Alphaville Teresina

Jul/12

Sep/10

Teresina/PI

79%

589

111,248

AlphaVille

Campo Grande 2

Sep/12

Mar/11

Campo Grande/MS

65%

385

62,260

Total 3Q12

 

 

 

 

 

974

173,508

Total 9M12

 

 

 

 

 

2,611

173,818

 

Table 21. Projects Launched (9M12) - AlphaVille Segment

Project

Date

Local

% co

Units(%co)

PSV (%co)

Sales

Alphaville Juiz de Fora

Feb/12

MG

65%

364

114,916

57%

64,953

Alphaville Sergipe

Mar/12

SE

74%

509

134,134

94%

126,077

Alplaville Total 1Q12

     

873

249,050

77%

191,030

Alphaville Mossoró F2

Jun/12

RN

52%

88

10,458

5%

519

Terras Alphaville Anápolis

Jun/12

GO

73%

439

70,161

95%

66,545

Alplaville Total 2Q12

     

527

80,619

83%

67,064

Alphaville Minas Gerais

Jul/12

MG

61%

340

138,770

94%

130,304

Alphaville Brasília Residencial 2

Aug/12

DF

47%

199

73,749

13%

9,687

Brasília Alpha Mall

Sep/12

DF

50%

13

5,429

0%

0

Terras Alphaville Sergipe

Sep/12

SE

88%

478

65,217

94%

61,066

Nova Esplanada 3

Sep/12

SP

30%

198

54,486

82%

44,772

Alplaville Total 3Q12

 

 

 

1,227

337,652

73%

245,828

Alplaville Total 9M12

 

 

 

2,627

667,320

76%

503,923

1 Note: Sales year to date.

 

Table 22. Land Bank AlphaVille Segment as of 3Q12

 

PSV - R$million
(%co )

%Swap
Total

%Swap
Units

%Swap
Financial

Potential units
(%co)

Potential units
(100%)

São Paulo

1,877,167

99%

0%

99%

10,010

18,416

Rio de Janeiro

796,954

100%

0%

100%

4,695

9,241

Other

7,870,340

99%

0%

99%

41,945

66,522

Total

10,544,461

99.4%

0%

99.4%

56,651

94,179

 

 

Table 23. Adjusted EBITDA AlphaVille Segment

(R$'000) Consolidated

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Net profit

53,330

25,680

108%

32,534

64%

100,640

96,526

4%

(+) Financial result

8,913

5,117

74%

6,096

46%

22,229

17,004

31%

(+) Income taxes

9,757

3,199

205%

5,536

76%

14,693

11,250

31%

(+) Depreciation and amort.

552

527

5%

492

12%

1,621

1,241

31%

(+) Capitalized interest

1,303

1,063

23%

1,878

-31%

3,521

5,475

-36%

(+) Stock option plan expen.

335

7,736

-96%

456

-27%

8,405

1,184

610%

(+) Minority shareholders

17,859

7,802

129%

8,134

120%

32,336

24,132

34%

Adjusted EBITDA

92,049

51,124

80%

55,126

67%

183,445

156,812

17%

Net revenues

233,577

167,376

40%

177,146

32%

524,823

450,919

16%

Adjusted EBITDA margin

39%

31%

886bps

31%

829bps

35%

35%

18bps

 

30


 
 

TENDA SEGMENT                                 

  

Focuses on affordable residential developments, with unit prices between R$80,000 and R$200,000.

 

Tenda Segment Launches

 

Reflecting corrective actions at Tenda and a focus on execution and delivery, no projects will be launched during 2012.

 

Table 24. Launches by Market Region Tenda Segment (R$ million)

%Tenda - R$000

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Tenda

São Paulo

-

-

0%

20,069

nm

-

40,489

nm

 

Rio de Janeiro

-

-

0%

0

nm

-

64,743

nm

 

Minas Gerais

-

-

0%

29,016

nm

-

207,955

nm

 

Northeast

-

-

0%

0

nm

-

50,273

nm

 

Others

-

-

0%

0

nm

-

137,457

nm

 

Total

-

-

0%

49,085

nm

-

500,917

nm

 

Units

-

-

0%

324

nm

-

3,847

nm

Note: mn not meaningful

Table 25. Launches by Market Region Tenda Segment (R$ million)

%Tenda - R$000

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Tenda

≤ MCMV

-

-

0%

49,085

nm

-

415,600

nm

 

> MCMV

-

-

0%

-

-

-

85,316

nm

 

Total

-

-

0%

49,085

nm

-

500,917

nm

Note: mn = not meaningful

Tenda Segment Pre-Sales

Third quarter gross pre-sales decreased 15% Q-o-Q to R$293.8 million, compared to R$344.8 million in 2Q12. Since 1Q12, pre-sales recognition and the remuneration of the Tenda sales force have been contingent upon the ability to pass mortgages onto financial institutions. Third quarter net pre-sales (gross pre-sales less dissolutions) were R$30.0 million compared with R$15.7 million in 2Q12.

 

The Third quarter net pre-sales results reflect the dissolution of contracts with potential homeowners who no longer qualify for bank mortgages of R$263.7 million versus R$329.1 million in the previous quarter. Despite ongoing dissolutions expected in 2012, the Gafisa Group is experiencing good demand for these units. Of the units returned to inventory, 70% have already been resold at a premium to qualified customers within 9M12.

 

 

Table 26. Pre-Sales (Dissoluitions) by Market Region Tenda Segment (R$ million)

%Tenda - R$000

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Tenda

São Paulo

(8,111)

2,852

-384%

41,269

-120%

(52,820)

107,088

-149%

 

Rio de Janeiro

11,481

10,628

8%

213

5293%

21,918

23,096

-5%

 

Minas Gerais

(13,077)

(30,185)

-57%

23,864

-155%

(76,067)

181,821

-142%

 

Northeast

17,384

10,150

71%

31,713

-45%

6,905

116,567

-94%

 

Others

22,373

22,283

0%

432

5077%

55,399

120,397

-54%

 

Total

30,050

15,728

91%

97,490

-69%

(44,664)

548,969

-108%

 

Units

163

64

155%

528

-69%

(680)

3,604

-119%

Note: 1 PoC – Percentage of completion method. Negative numbers are related to dissolutions

 

Table 27. Pre-Sales (Dissoluitions) by unit Price Tenda Segment (R$ million)

%Tenda - R$000

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Tenda

≤ MCMV

7,977

21,461

-63%

46,919

-83%

(67,321)

300,723

-122%

 

> MCMV

22,074

(5,733)

-485%

50,571

-56%

22,657

248,245

-91%

 

Total

30,050

15,728

91%

97,490

-69%

(44,664)

548,969

-108%

 

Table 28. Pre-Sales (Dissoluitions) by unit Price Tenda Segment (# units)

%Tenda - R$000

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Tenda

≤ MCMV

50

95

-47%

248

-80%

(796)

2,178

-137%

 

> MCMV

113

(31)

-461%

280

-60%

116

1,427

-92%

 

Total

163

64

155%

528

-69%

-680

3,604

-119%

 

31


 
 

Tenda Segment Operations

At the end of the 3Q11, 11,490 units or 35% of units sold by Tenda were related to projects not contracted with financial institutions. Today, all remaining units, of Tenda segment have already been contracted with banks. In 9M12, Tenda transferred 9,567 units to financial institutions, equaling 80% of the mid-range of guidance provided for the full year of 10,000-14,000 customers. The transfers contributed to the positive operational cash flow achieved in the period.

Tenda Segment Delivered Projects

The Tenda segment is expected to represent 50% of Gafisa Group’s planned deliveries of between 22,000 to 26,000 units in 2012. During the 9M12, Tenda delivered 60 projects/phasesand 10,382 units, reaching 87% of the mid-range of full-year delivery guidance for the brand. The tables below list the products delivered in the 9M12:

Table 29 - Delivered projects Tenda Segment (9M12)

Company

Project

Delivery

Launch

Local

% co

Units

PSV R$

Tenda

Ferrara - F1

Feb-12

2007

Poá/SP

100%

36

8,439

Tenda

Ferrara - F2

Feb-12

2007

Poá/SP

100%

76

8,439

Tenda

Portal do Sol Life III (Bl 24 e 25)

Feb-12

2009

Belford Roxo/RJ

100%

64

5,950

Tenda

Portal do Sol Life IV (Bl 22 e 23)

Feb-12

2010

Belford Roxo/RJ

100%

64

5,971

Tenda

Alta Vista (Antigo Renata)

Mar-12

2008

São Paulo/SP

100%

160

12,935

Tenda

Jardim São Luiz Life - F2 (Bloco 12)

Mar-12

2007

São Paulo/SP

100%

20

2,149

Tenda

Reserva dos Pássaros - F1 (Bl 5)

Mar-12

2006

São Paulo/SP

100%

66

37,084

Tenda

Parque Baviera Life - F1 (Bl 1 a 9)

Mar-12

2008

São Leopoldo/RS

100%

180

37,763

Tenda

Vivendas do Sol I

Mar-12

2009

Porto Alegre/RS

100%

200

14,000

Tenda

Portal do Sol Life V (Bl 19 a 21)

Mar-12

2010

Belford Roxo/RJ

100%

96

9,431

Tenda

Portal do Sol Life VI (Bl 17 e 18)

Mar-12

2010

Belford Roxo/RJ

100%

64

6,146

Tenda

Quintas do Sol Ville II - F1 (Qd 1 e 3 a 5)

Mar-12

2007

Feira de Santana/BA

100%

241

22,725

Tenda

Quintas do Sol Ville II - F2 (Qd 2)

Mar-12

2008

Feira de Santana/BA

100%

90

22,353

Tenda

Salvador Life II

Mar-12

2008

Salvador/BA

100%

180

12,780

Tenda

Boa Vista

Mar-12

2008

Belo Horizonte/MG

100%

38

3,838

Tenda

Maratá

Mar-12

2008

Goiânia/GO

100%

400

27,200

Tenda

Reserva Campo Belo (Antigo Terra Nova II)

Mar-12

2007

Goiânia/GO

100%

241

16,320

Tenda

GPARK Pássaros

Mar-12

2008

São Luis/MA

50%

240

31,576

Total 1Q12

 

 

 

 

 

2,456

285,099

Tenda

Residencial Portal do Sol

Apr-12

2005

Itaquaquecetuba/SP

100%

320

20,284

Tenda

Residencial Spazio Felicittá

May-12

2008

São Paulo/SP

100%

180

19,040

Tenda

Residencial Rivera Life 8ª etapa

May-12

2010

Lauro de Freitas/BA

100%

100

9,433

Tenda

Residencial Rivera Life 9ª etapa

May-12

2010

Lauro de Freitas/BA

100%

120

11,403

Tenda

Residencial Rivera Life 10ª etapa

May-12

2010

Lauro de Freitas/BA

100%

180

52,149

Tenda

Santana Tower I (Bl 5 e 12 a 14)

May-12

2008

Feira de Santana/BA

100%

128

10,304

Tenda

Engenho Nova Cintra - F1 (Bl A a E)

Jun-12

2007

Santos/SP

100%

405

38,070

Tenda

Fit Jardim Botânico (Pb)

Jun-12

2008

João Pessoa/PB

50%

324

19,284

Tenda

Fit Jardins (Marodin)

Jun-12

2009

Porto Alegre/RS

70%

172

24,600

Tenda

Parque Baviera Life - F2 (Bl 10 a 13)

Jun-12

2008

São Leopoldo/RS

100%

80

6,042

Tenda

Parque Lousã

Jun-12

2008

Novo Gama/GO

100%

304

24,038

Tenda

Parque Lumiere

Jun-12

2011

São Paulo/SP

100%

100

11,220

Tenda

Piedade Life - F1 (Bl 1 a 5)

Jun-12

2008

Jaboatão dos Guararapes/PE

100%

180

13,100

Tenda

Reserva dos Pássaros - F1 (Bl 2 e 3)

Jun-12

2006

São Paulo/SP

100%

130

14,521

Tenda

Reserva dos Pássaros - F1 (Bl 6)

Jun-12

2006

São Paulo/SP

100%

66

7,372

Tenda

Santana Tower II - F1 (Bl 1 a 3)

Jun-12

2008

Feira de Santana/BA

100%

96

7,728

Tenda

Toulouse Life

Jun-12

2008

Anápolis/GO

100%

192

14,013

Tenda

Viver Itaquera

Jun-12

2010

São Paulo/SP

100%

199

24,359

Tenda

Mirante do Lago F1

Jun-12

2008

Ananindeua/PA

100%

462

47,221

Tenda

Mirante do Lago F2

Jun-12

2009

Ananindeua/PA

100%

188

26,317

Tenda

Terra Bonita

Jun-12

2008

Londrina/PR

100%

152

23,488

Total 2Q12

 

 

 

 

 

4,078

423,988

               

Note: To be continued in the next page.

 

32


 
 

Table 29 - Delivered projects Tenda Segment (9M12)  cont.

Company

Project

Delivery

Launch

Local

% co

Units

PSV R$

Tenda

Portal do Sol Life VII (BI 15 e 16)

Aug/12

2010

Belford Roxo/RJ

100%

64

6,188

Tenda

Portal do Sol Life VIII (Bl1)

Aug/12

2010

Belford Roxo/RJ

100%

448

43,993

Tenda

Fit Bosque Itaquera

Aug/12

2009

São Paulo/SP

100%

256

37,900

Tenda

Parma Life (Rio de Janeiro)

Aug/12

Up to 2009

Rio de Janeiro/RJ

100%

263

21,040

Tenda

West Life

Aug/12

Up to 2009

Rio de Janeiro/RJ

100%

80

6,779

Tenda

Marumbi F-1

Aug/12

2009

Curitiba/PR

100%

335

61,808

Tenda

Portal das Rosas

Sep/12

2010

Osasco/ SP

100%

140

12,957

Tenda

JK 1

Sep/12

Up to 2008

Porto Alegre/ RS

100%

160

10,400

Tenda

Vila Real Life

Sep/12

2008

Salvador/ BA

100%

180

14,866

Tenda

Guarulhos Life

Sep/12

Up to 2008

Guarulhos/SP

100%

160

14,406

Tenda

Santo Andre Life I

Sep/12

Up to 2008

Santo André/SP

100%

128

11,648

Tenda

Santo Antonio Life

Sep/12

Up to 2008

Apar. de Goiânia/GO

100%

32

2,080

Tenda

Grand Ville das Artes – Goya (Bl 1 a 19)

Sep/12

2010

Lauro de Freitas/ BA

100%

380

35,450

Tenda

Vila Nova Life

Sep/12

Up to 2008

São Paulo/SP

100%

124

10,489

Tenda

Santana Tower II – F2 (Bl 5, 6 e 7)

Sep/12

Up to 2008

Feira de Santana/BA

100%

96

7,728

Tenda

Santana Tower II – F3 (Bl 4 e 8 a 10)

Sep/12

Up to 2008

Feira de Santana/BA

100%

128

10,304

Tenda

Santana Tower II – F4 (Bl 11 e 14)

Sep/12

Up to 2008

Feira de Santana/BA

100%

128

10,304

Tenda

Parque Ipê

Sep/12

Up to 2008

Mauá/SP

100%

90

6,859

Tenda

Pq Maceio F1

Sep/12

Up to 2008

Maceio/AL

100%

252

14,038

Tenda

Pq Maceio F2

Sep/12

Up to 2008

Maceio/AL

100%

252

14,450

Tenda

Terra Bonita

Sep/12

Up to 2008

Londrina/PR

100%

152

59,734

Total 3Q12

 

 

 

 

 

3,848

413,421

Total 9M12

 

 

 

 

 

10,382

1,122,508

 

 

Table 30. Land Bank Tenda Segment (3Q12)

 

PSV - R$million
(% Tenda)

%Swap
Total

%Swap
Units

%Swap
Financial

Potential units
(%co)

Potential units
(100%)

São Paulo

657,035

21%

21%

0%

5,407

5,407

Rio de Janeiro

246,987

0%

0%

0%

2,379

2,377

Nordeste

849,376

22%

22%

0%

7,195

7,195

Minas Gerais

428,974

73%

32%

40%

3,961

3,961

Total

2,182,372 

33%

22%

11%

18,943

18,940

 

Table 31. Adjusted EBITDA Tenda

(R$'000) Consolidated

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Net profit

(18,729)

(12,412)

51%

(55,677)

-66%

(61,871)

(84,718)

-27%

(+) Financial result

2,082

(2,356)

-188%

(3,374)

-162%

(744)

(13,823)

-95%

(+) Income taxes

6,200

2,991

107%

(19,581)

-132%

14,223

(44,094)

-132%

(+) Depreciation and amort.

5,948

3,956

50%

4,836

23%

12,431

14,195

-12%

(+) Capitalized interest

25,287

15,446

64%

5,187

388%

47,396

14,503

227%

(+) Stock option plan expens.

145

145

0%

553

-74%

435

1,659

-74%

(+) Minority shareholders

1,192

(38)

-3237%

-

0%

1,128

-

0%

Adjusted EBITDA

22,125

7,732

186%

(68,056)

-133%

12,998

(112,278)

-112%

Net revenues

323,799

280,012

16%

237,261

36%

920,195

780,817

18%

Adjusted EBITDA margin

6,83%

3%

407bps

-28,68%

3552bps

1,41%

-14,38%

1579bps

 

 

33


 
 

Table 32. Inventory at Market Value 3Q12 x 2Q12 – Tenda Segment breakdown by Region

 

Inventories BoP1

Launches

Dissolution

Pre-Sales

Price Adjust + Other5

Inventories EoP2

% Q-o-Q3

São Paulo

67,856

-

73,364

(65,253)

(5,274)

70,694

4.2%

MCMV

53,501

-

64,491

(55,796)

(5,395)

56,802

6.2%

> MCMV

14,355

-

8,873

(9,458)

122

13,892

-3.2%

Rio de Janeiro

211,432

-

44,867

(56,348)

(52,080)

147,871

-30.1%

MCMV

196,019

-

41,090

(50,226)

(52,168)

134,715

-31.3%

> MCMV

15,412

-

3,777

(6,122)

88

13,156

-14.6%

Minas Gerais

103,289

-

42,739

(29,662)

(12,848)

103,519

0.2%

MCMV

57,582

-

29,246

(20,157)

(9,376)

57,295

-0.5%

> MCMV

45,707

-

13,493

(9,505)

(3,472)

46,224

1.1%

Northeast

107,560

-

38,146

(55,530)

36,778

126,954

18.0%

MCMV

98,029

-

34,987

(45,887)

(14,163)

72,966

-25.6%

> MCMV

9,530

-

3,159

(9,643)

50,942

53,987

466.5%

Others

348,124

-

64,635

(87,008)

(10,199)

315,552

-9.4%

MCMV

115,983

-

24,667

(33,415)

232

107,467

-7.3%

> MCMV

232,141

-

39,968

(53,593)

(10,431)

208,085

-10.4%

Total Tenda

838,261

-

263,751

(293,801)

(43,622)

764,589

-8.8%

MCMV

521,115

-

194,482

(205,482)

(80,870)

429,245

-17.6%

> MCMV

317,146

-

69,269

(88,319)

37,249

335,344

5.7%

Note: 1) BoP beginning of the period – 2Q12. 2) EP end of the period – 3Q12.  3) % Change 3Q12 versus 2Q12. 4)  3Q12 sales velocity. 5) projects cancelled during the period

 

34


 
 

INCOME STATEMENT 

Revenues

On a consolidated basis, third quarter net revenues totaled R$1,06 billion, an increase of 2% from the R$1,04 billion posted in the 2Q12 and 21% higher than the 881.5 million posted in the 3Q11. During 3Q12, the Gafisa brand accounted for 48% of net revenues, AlphaVille comprised 22% and Tenda the remaining 30%. The table below presents detailed information about pre-sales and recognized revenues by launch year:

Tabela 33. Pre-sales and recognized revenues by launch year

 

 

 

3Q12

3Q11

 

 Launch year

PreSales

%PreSales

Revenues

%

PreSales

%PreSales

Revenues

%

Gafisa

2012 Launches

179,161

55%

54,778

11%

-

0%

-

0%

 

2011 Launches

60,639

18%

91,653

18%

548,672

82%

51,179

11%

 

2010 Launches

53,224

16%

204,334

40%

46,915

7%

171,911

38%

 

≤ 2009 Launches

34,968

11%

137,787

27%

69,822

10%

231,540

51%

 

Land Bank

-

0%

18,165

4%

-

0%

-

0%

 

Total Gafisa

327,990

100%

506,718

100%

665,408

100%

454,630

100%

Alphaville

2012 Launches

267,962

81%

55,733

24%

-

0%

-

0%

 

2011 Launches

44,976

14%

118,155

51%

246,030

87%

33,954

19%

 

2010 Launches

12,149

4%

33,959

15%

8,704

3%

85,487

48%

 

≤ 2009 Launches

6,203

2%

25,730

11%

27,018

10%

57,705

33%

 

Land Bank

-

0%

-

0%

-

0%

-

0%

 

Total AUSA

331,290

100%

233,577

100%

281,752

100%

177,146

100%

Tenda

2012 Launches

-

0%

-

0%

-

0%

-

0%

 

2011 Launches

(10,819)

-36%

21,583

7%

58,062

60%

10,553

4%

 

2010 Launches

18

0%

124,520

38%

37,829

39%

140,228

58%

 

≤ 2009 Launches

40,850

136%

158,345

49%

1,599

2%

90,255

37%

 

Land Bank

-

0%

19,352

6%

-

0%

-

0%

 

Total Tenda

30,050

100%

323,799

100%

97,490

100%

241,037

100%

Consolidated

2012 Launches

447,122

65%

110,511

10%

-

0%

-

0%

 

2011 Launches

94,796

14%

231,391

22%

852,763

82%

95,686

11%

 

2010 Launches

65,391

9%

362,813

34%

93,448

9%

397,626

46%

 

≤ 2009 Launches

82,021

12%

321,862

30%

98,439

9%

379,500

43%

 

Land Bank

-

0%

37,517

4%

-

0%

-

0%

Total

 Total Gafisa Group

689,331

100%

1,064,094

100%

1,044,651

100%

872,813

100%

 

 

9M12

9M11

 

 Launch year

PreSales

%PreSales

Revenues

%

PreSales

%PreSales

Revenues

%

Gafisa

2012 Launches

465,227

42%

58,089

4%

-

0%

 

0%

 

2011 Launches

214,036

19%

276,275

17%

1,118,224

60%

122,560

9%

 

2010 Launches

186,960

17%

567,190

36%

426,710

23%

417,631

31%

 

≤ 2009 Launches

234,853

21%

579,288

36%

322,287

17%

817,159

60%

 

Land Bank

-

0%

106,605

7%

-

0%

 

0%

 

Total Gafisa

1,101,076

100%

1,587,447

100%

1,867,221

100%

1,357,350

100%

Alphaville

2012 Launches

503,923

75%

66,851

13%

-

0%

 

0%

 

2011 Launches

107,467

16%

233,816

45%

447,947

75%

59,407

13%

 

2010 Launches

30,163

4%

124,170

24%

78,605

13%

197,605

44%

 

≤ 2009 Launches

29,897

4%

99,985

19%

71,131

12%

193,908

43%

 

Land Bank

-

0%

-

0%

-

0%

 

0%

 

Total AUSA

671,451

100%

524,823

100%

597,683

100%

450,919

100%

Tenda

2012 Launches

-

0%

-

0%

-

0%

 

0%

 

2011 Launches

(47,221)

106%

53,513

6%

262,924

48%

26,782

3%

 

2010 Launches

(92,106)

206%

322,494

35%

347,659

63%

318,956

41%

 

≤ 2009 Launches

94,663

-212%

498,149

54%

(61,615)

-11%

435,079

56%

 

Land Bank

-

0%

46,039

5%

-

0%

 

0%

 

Total Tenda

(44,664)

100%

920,195

100%

548,969

100%

780,817

100%

Consolidated

2012 Launches

969,150

56%

124,941

4%

-

0%

-

0%

 

2011 Launches

274,282

16%

563,604

19%

1,829,095

61%

208,748

8%

 

2010 Launches

125,018

7%

1,013,854

33%

852,975

28%

934,191

36%

 

≤ 2009 Launches

359,413

21%

1,177,422

39%

331,803

11%

1,446,146

56%

 

Land Bank

-

0%

152,643

5%

-

0%

-

0%

Total

 Total Gafisa Group

1,727,863

100%

3,032,464

100%

3,013,873

100%

2,589,085

100%

                       

 

35


 
 

Gross Profit

Gross profit was R$308 million in the third quarter compared to R$279 million in the 2Q12 and R$166 million in the 3Q11. Gross margin increased to 29.0% in the 3Q12, from 26.8% in the 2Q12 and 19.0% in the 3Q11.

Table 34. Gross Margin (R$000)

 

 

 

 

 

 

 

 

(R$'000) Consolidated

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Gross Profit

308,132

279,141

10%

165,764

86%

788,852

442,459

78%

Gross Margin

29.0%

26.8%

213bps

19.0%

1000bps

26.0%

17.1%

892bps

Gross Profit (ex-Tenda)

308,132

279,141

10%

165,764

86%

788,852

442,459

78%

Gross Margin (ex-Tenda) %

33.7%

29.5%

421bps

30.1%

368bps

30.6%

19.4%

1121bps

                                 

 

Table 35. Capitalized Interest

 

(R$million) Consolidated

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Opening balance

241,875

247,481

-2%

154,960

56%

221,816

146,544

51%

Capitalized interest

61,819

44,687

38%

61,633

0%

175,041

165,347

6%

Interest capitalized to COGS

(56,364)

(50,293)

12%

(39,103)

44%

(149,527)

(134,401)

11%

Closing balance

247,330

241,875

2%

177,490

39%

247,330

177,490

39%

                   

Selling, General and Administrative Expenses (SG&A)

SG&A expenses totaled R$151 million in the 3Q12, a 10% increase on the R$137 million in SG&A expenses posted in 3Q11 and 12% over the R$171 million posted in the 2Q12. Selling expenses decreased 10% on a year-over-year basis to R$70 million, given the reduction of the launches volume in the period.

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

 

 

 

 

 

 

(R$'000) Consolidated

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Selling expenses

69,941

78,165

-11%

77,540

-10%

206,592

215,292

-4%

G&A expenses

80,951

93,034

-13%

59,746

35%

252,969

176,407

43%

SG&A

150,892

171,199

-12%

137,286

10%

459,561

391,699

17%

                             

 

During the 9M12, administrative expenses reached R$253 million, a 43% increase compared to the R$176 million posted in the 9M11. The main reasons for the increase in SG&A expenses were:

(1) a provision related to the distribution of variable compensation, including stock options plan, which accounted for 48% and 14%, of the annual change in the G&A registered in the period, respectively;

(2) other expenses related to services rendered, mainly auditing, which accounted for 20% of the annual change in the G&A registered in the period;

(3) administrative expenses related to the expansion of AlphaVille’s operations given the increased contribution in Gafisa Group mix, which accounted for 15% of the annual change in G&A registered in the period.

Table 37. Breakdown of General and Administrative Expenses (9M12 versus 9M11)

(R$000) Consolidado

9M12 (A)

9M11 (B)

A/A (%)

Change

(A) - (B)

Stake (%) in the Total Changes Posted (A) - (B) / (C)

Wages and salaries expenses

103,893

92,262

13%

11,631

15%

Benefits and employees

8,601

5,967

44%

2,634

3%

Travel expenses and utilities

8,245

6,292

31%

1,953

3%

Services rendered

32,792

17,324

89%

15,468

20%

Rentals and condos fee

9,835

8,860

11%

975

1%

Information Technology

9,498

15,719

-40%

(6,221)

-8%

Stock Option Plan

23,202

12,789

81%

10,413

14%

Provision for bonus and Profit Sharing

42,906

6,425

568%

36,481

48%

Other

13,997

10,769

30%

3,228

4%

Total (C)

252,969

176,407

43%

76,562

100%

 

36


 
 

Table 38. SG&A / Launches (%)

(R$'000) Consolidated

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Selling expenses /Launches

15%

14%

117 bps

7%

810 bps

14%

7%

682 bps

G&A /Launches

18%

17%

89 bps

6%

1223 bps

17%

6%

1131 bps

SG&A/Launches

33%

31%

206 bps

13%

2033 bps

31%

13%

1813 bps

Selling expenses /Launches (ex-Tenda)

11%

10%

54 bps

5%

533 bps

10%

6%

383 bps

G&A /Launches (ex-Tenda)

12%

12%

-41 bps

4%

800 bps

12%

4%

728 bps

SG&A/Launches (ex-Tenda)

22%

22%

13 bps

9%

1332 bps

21%

10%

1111 bps

 

 

 

 

 

 

 

 

 

Table 39. SG&A / Pre-Sales (%)

               

(R$'000) Consolidated

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Selling expenses /Pre-Sales 

10%

12%

-226 bps

7%

272 bps

12%

7%

481 bps

G&A /Pre-Sales

12%

15%

-302 bps

6%

602 bps

15%

6%

879 bps

SG&A / Pre-Sales

22%

27%

-527 bps

13%

875 bps

27%

13%

1360 bps

Selling expenses /Pre-Sales (ex-Tenda)

7%

9%

-169 bps

6%

166 bps

8%

6%

219 bps

G&A /Pre-Sales (ex-Tenda)

8%

11%

-275 bps

4%

409 bps

10%

4%

527 bps

SG&A / Pre-Sales (ex-Tenda)

15%

20%

-444 bps

10%

575 bps

18%

10%

746 bps

                 

Table 40. SG&A / Revenues (%)

 

 

 

 

 

 

 

 

(R$'000) Consolidated

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Selling expenses /Net Revenues

7%

8%

-94 bps

9%

-222 bps

7%

8%

-147 bps

G&A expenses/Net Revenues

8%

9%

-133 bps

7%

83 bps

8%

7%

155 bps

SG&A/Net Revenues

14%

16%

-227 bps

16%

-139 bps

15%

15%

8 bps

Selling expenses /Net Revenues (ex-Tenda)

7%

7%

-76 bps

8%

-185 bps

7%

8%

-116 bps

G&A expenses/Net Revenues (ex-Tenda) 

7%

9%

-156 bps

6%

132 bps

8%

6%

214 bps

SG&A/Net Revenues (ex-Tenda) 

14%

16%

-232 bps

14%

-53 bps

15%

14%

98 bps

 

Consolidated Adjusted EBITDA

Adjusted EBITDA was R$183 million in the third quarter, compared to R$149 million in the 2Q12 and R$62 million in the 3Q11. EBITDA for Gafisa and AlphaVille totaled R$69 million and R$92 million, respectively, while Tenda´s EBITDA was R$22 million. During the first nine months of 2012, the EBITDA margin reached 14% or 20% ex-Tenda, as compared to 6% and 15%, respectively, in the first nine months of 2011.

Table 41. Consolidated Adjusted EBITDA

(R$'000) Consolidated

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Net Profit (Loss)

4,842

1,046

363%

(51,247)

-109%

(25,626)

(126,381)

-80%

(+) Financial result

60,808

55,630

9%

58,111

5%

158,613

117,975

34%

(+) Income taxes

21,050

5,795

263%

(19,003)

-211%

46,983

(52,570)

-189%

(+) Depreciation and Amortization

18,704

14,355

30%

21,855

-14%

51,392

56,974

-10%

(+) Capitalized Interest Expenses

56,364

50,293

12%

39,103

44%

149,527

134,401

11%

(+) Stock option plan exp.

3,420

13,270

-74%

4,645

-26%

23,203

12,789

81%

(+) Minority shareholders

17,958

8,361

115%

8,291

117%

32,991

24,662

34%

Adjusted EBITDA

183,146

148,750

23%

61,755

197%

437,083

167,850

160%

Net Revenue

1,064,094

1,040,537

2%

874,378

21%

3,032,464

2,589,085

17%

Adjusted EBITDA margin

17%

14%

292 bps

7%

1021 bps

14%

6%

795 bps

Adjusted EBITDA (ex Tenda)

161,020

141,017

14%

129,812

24%

424,085

280,130

51%

Adj. EBITDA Mg (ex Tenda)

22%

19%

321 bps

20%

147 bps

20%

15%

466 bps

 

Depreciation And Amortization

Depreciation and amortization in the 3Q12 was R$19 million, a decrease of R$3 million when compared to the R$22 million recorded in 3Q11, mainly due to lower showroom depreciation.

Financial Results

Net financial expenses totaled R$61 million in the 3Q12, compared to a net financial result of R$58 million in the 3Q11 as a result of a higher level of leverage.

Taxes

Income taxes, social contribution and deferred taxes for the 3Q12 amounted to negative R$21 million, compared to R$19 million in 3Q11.

 

Adjusted Net Income (Loss)

 Gafisa Group reported net income of R$5 million in the 3Q12, compared with a net income of R$1 million recorded in both the 2Q12 and net loss of R$ 26 millions in the 3Q11.

37


 
 

Backlog of Revenues and Results

The backlog of results to be recognized under the PoC method reached R$1.31 billion in the 3Q12, 11% lower than the R$1.56 billion posted in the 3Q11. The consolidated margin for the quarter was 35%. The table below shows the backlog margin by segment:

 

Table 42. Results to be recognized (REF) by brand

 

Gafisa

Tenda

AlphaVille

Gafisa Group

Gafisa ex- Tenda

Revenues to be recognized

2.148.470

709.058

845.021

3.702.549

2.993.491

Costs to be incurred (units sold)

(1.465.952)

(532.198)

(392.461)

(2.390.611)

(1.858.413)

Results to be Recognized

682.518

176.860

452.560

1.311.938

1.135.078

Backlog Margin

32%

25%

54%

35%

38%

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

 

Table 43. Gafisa Group Results to be recognized (REF)

 

 

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Results to be recognized

3.702.549

4.124.151

-10%

4.276.647

-13%

3.702.549

4.276.647

-13%

Costs to be incurred (units sold)

(2.390.611)

(2.648.148)

-10%

(2.716.934)

-12%

(2.390.611)

(2.716.934)

-12%

Results to be Recognized

1.311.938

1.476.003

-11%

1.559.713

-16%

1.311.938

1.559.713

-16%

Backlog Margin

35%

36%

-36bps

36%

-104bps

35%

36%

-104bps

                   

Note: It is included in the gross profit margin and not included in the backlog: Adjusted Present Value (AVP) on receivables, revenue related to swaps, revenue and cost of services rendered, AVP over property (land)  debt , cost of swaps and provision for guarantees.

 

 

38


 
 

BALANCE SHEET 

Cash and Cash Equivalents

On September 30, 2012, cash and cash equivalents reached R$1,23 billion, in line with the 2Q12. The Company´s cash position is expected to be sufficient to execute its development plans.

Accounts Receivable

At the end of the 3Q12, total accounts receivable decreased 16% to R$8.33 billion on a year-over-year basis and a 7% reduction as compared to the R$8.95 billion posted in the 2Q12.

Table 44. Total receivables

 

 

 

 

 

(R$000) Consolidated

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

Receivables from developments – LT (off balance sheet)

3,842,812

4,280,386

-10%

4,697,756

-18%

Receivables from PoC – ST (on balance sheet)

3,325,239

3,745,488

-11%

3,839,392

-13%

Receivables from PoC – LT (on balance sheet)

1,161,268

922,044

26%

1,395,515

-17%

Total

8,329,319

8,947,918

-7%

9,932,663

-16%

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 BRGAP

 

Inventory

 

Table 45. Inventory (Balance Sheet at cost)

(R$000) Consolidated

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

Land

850,197

839,739

1%

1,170,397

-12%

Units under construction

1,308,213

1,386,111

-6%

1,166,692

12%

Completed units

200,165

209,703

-5%

346,487

-42%

Total

2,358,575

2,435,553

-3%

2,683,576

-5%

 

Inventory at market value totaled R$3.0 billion in the 3Q12, 9% below the R$3.3 billion registered in the 2Q12. On a consolidated basis, our inventory is at a level of 10 months of sales based on LTM sales figures. At the end of the 3Q12, finished units accounted for 11% of total inventory. We continue to focus on reducing finished inventory.

Table 46. Inventory at Market Value per completion status  

Company

Not started

Up to 30% constructed

30% to 70% constructed

More than 70% constructed

Finished units¹

Total 3Q12

Gafisa

253.270

360.022

539.364

433.815

73.777

1.660.248

AlphaVille

5.429

227.115

101.266

59.065

185.949

578.823

Tenda

19.242

123.154

233.663

324.802

63.728

764.589

Total

277.941

710.291

874.292

817.682

323.453

3.003.660

 

Consolidated inventory at market value was R$3.0 billion from R$3.3 billion at the end of the third quarter, which is R$283 million lower than the 2Q12. The market value of Gafisa inventory, which represents 55% of total inventory, declined to R$1.7 billion at the end of the 3Q12. The market value of AlphaVille inventory was R$578.8 million at the end of the 3Q12, a 1% decrease compared to the end of 2Q12. Tenda inventory was valued at R$764.6 million at the end of 3Q12, compared to R$838.3 million at the end of the 2Q12. Despite ongoing dissolutions expected in 2012, the Gafisa Group is experiencing positive demand for units targeted at the low income segment. Of the units returned to inventory, 70% have already been resold, to qualified customers within the 9M12.

Table 47. Inventory at Market Value 3Q12 x 2Q12

 

Inventories BoP1

Launches

Dissolution

Pre-Sales

Price Adjust + Other5

Inventories EoP2

% Q-o-Q3

VSO4

Gafisa (A)

1,875,945

114,291

-

-327,990

-1,998

1,660,248

-11.5%

16.5%

AlphaVille (B)

572,898

337,652

-

-331,320

-406

578,823

1.0%

36.4%

Total (A) + (B)

2,448,842

451,943

-

-659,310

-2,404

2,239,071

-8.6%

22.7%

Tenda (C)

838,261

-

263,751

-293,801

-43,622

764,589

-8.8%

3.8%

Total (A) + (B) + (C)

3,287,103

451,943

263,751

-953,111

-46,025

3,003,660

-8.6%

18.7%

Note: 1) BoP beginning of the period – 2Q12. 2) EP end of the period – 3Q12.  3) % Change 3Q12 versus 2Q12. 4)  3Q12 sales velocity. 5) projects cancelled during the period

 

39


 
 

Liquidity

The Gafisa Group ended the third quarter with R$1.23 billion in cash and cash equivalents, a sequential improvement from R$1,1 billion at the end of the 2Q12. Net debt was R$2.94 billion at the end of the 3Q12, a R$149 million reduction from R$3.09 billion the end of the 2Q12. As a result, consolidated cash generation (cash burn) was positive at approximately R$149 million in 3Q12, leading to R$304 million in the 9M12. Operational consolidated cash flow reached approximately R$607 million in the 9M12, 87% of the mid-range of our updated full year guidance of R$600 – R$800 million in 2012.

The net debt and investor obligations to equity and minorities ratio was 106% compared to 112% in the 2Q12. Excluding project finance, this net debt/equity ratio reached 28% from 34% in the 2Q12.

Currently we have access to a total of R$1.6 billion in construction finance lines contracted with banks and R$665 million of construction credit lines in the process of being approved. Also, Gafisa has R$2.4 billion available in construction finance lines of credit for future developments. The following tables provide information on our debt position:

Table 48. Indebtedness and Investor obligations

 

 

Type of obligation (R$000)

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

Debentures - FGTS (A)

1,241,860

1,213,138

2%

1,246,413

0%

Debentures - Working Capital (B)

581,514

567,643

2%

700,596

-17%

Project Financing SFH – (C)

927,697

936,597

-1%

598,712

55%

Working Capital (D)

1,098,974

1,138,254

-3%

853,139

29%

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

3,850,045

3,855,632

0%

3,398,860

13%

Investor Obligations (F)

324,198

329,768

-2%

460,000

-30%

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

4,174,243

4,185,400

0%

3,858,860

8%

Cash and availabilities (H)

1,234,826

1,097,277

13%

912,353

35%

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

2,939,417

3,088,123

-5%

2,946,507

0%

Equity + Minority Shareholders (J)

2,771,971

2,746,145

1%

3,549,223

-22%

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

106%

112%

-641 bps

83%

2302 bps

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

28%

34%

-640 bps

31%

-326 bps

               

 

The Gafisa Group ended the third quarter with R$1.4 billion of total debt due to short term. However, it is worth mentioning that, project finance accounts for 49% of this amount.

 

Table 49. Debt maturity

 

 

 

 

 

(R$million)

Average Cost (p.a.)

Total

Until Sep/13

Until Sep/14

Until Sep/15

Until Sep/16

After Sep/16

Debentures - FGTS (A)

TR + (8.47% - 10.26%)

1,241,860

318,715

473,145

350,000

100,000

0

Debentures - Working Capital (B)

CDI + (1.50% - 1.95%)

581,514

146,710

133,356

144,214

150,000

7,234

Project Financing SFH – (C)

TR + (8.30% - 11.50%)

927,697

452,342

336,444

137,055

1,856

0

Working Capital (D)

CDI + (1.30% - 2.22%)

1,098,973

500,266

316,776

145,363

107,704

28,864

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

 

3,850,044

1,418,033

1,259,721

776,632

359,560

36,098

Investors Obligations (F)

CDI + (0.235% - 1.00%) / IGPM +7.25%

324,198

156,773

144,157

12,395

7,680

3,193

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

9.28%

4,174,242

1,574,806

1,403,878

789,027

367,240

39,291

% due to corresponding period

 

 

38%

34%

19%

9%

1%

 

 

 

 

 

 

 

((A)+ (C)) / (G) Project finance as a % of Total debt due to corresponding periods

52%

49%

58%

62%

28%

0%

((B) + (D) + (F))/ (G) Corporate debt as a % of Total debt due to corresponding periods

48%

51%

42%

38%

72%

100%

                         

 

Covenant Ratios   

Table 50. Debenture covenants - 7th emission

 

 

3Q12

(Total receivables + Finished units) / (Total debt - Cash - project debt) >2 or <0

24.39

(Total debt - Project Finance debt - Cash) / (Equity + Min.) ≤ 75%

16.08%

(Total receivables + Revenues to be recognized + Inventory of finished units / Total debt - SFH + Obligations related to construction + costs to be incurred) > 1.5

1.92

 

 

Table 51. Debenture covenants - 5th emission (R$250 million)

 

 

3Q12

(Total debt – Project Finance debt - Cash) / Equity ≤ 75%

16.90%

(Total receivables + Finished units) / (Total debt) ≥ 2.2x

2.22

     

Note: Covenant status on September 30, 2012 

 

40


 
 

OUTLOOK 

With the introduction of the new strategy and organizational structure, Gafisa is progressing toward established guidance for the year. The implementation and development of the operating and financial plan to support the restructuring of Tenda indicates that we are on the right track. Although the direct results of these adjustments to the Tenda operation over recent quarters have been positive, the launch cycle should resume next year. Reflecting the purpose of implementing corrective actions and focusing on execution and delivery, we have not launched any residential tower products via Tenda in 2012. As a result, our official guidance for Tenda launches of R$270-R$330 million for 2012 has been revised down to zero for this year.

As a result, consolidated launches for 2012 are now expected to be between R$2.4 and R$3.0 billion, reflecting a new, more targeted regional focus and the deliberate slowdown of the Tenda business. Gafisa should represent around 55% of launches and AlphaVille 45%. In the first nine months of 2012, the Gafisa Group launched R$1.46 billion or 53% of the mid-range of 2012 guidance of R$1.5 billion for the segment. AlphaVille’s launches were in line with the internal projections and planning, representing 56% of the guidance for the year.

 

Table 52. Launch Guidance – 2012 Estimates  versus Actual figures 9M12

Launches Guidance 2012E

Guidance

(previous)

Guidance

(actual)

Mid-range

2012

 

Achievement 9M12

9M12 as a

% of FY

Consolidaded Launches

R$2.70 – R$3.30bn

R$2.40 – R$3.00bn

R$2.70bn

 

R$1.46bn

54%

Breakdown by Brand

 

 

 

 

 

 

Launches Gafisa

R$1.35 – R$1.65bn

R$1.35 – R$1.65bn

R$1.50bn

 

R$795mn

53%

Launches AlphaVille

R$1.08 – R$1.32bn

R$1.08 – R$1.32bn

R$1.20bn

 

R$667mn

56%

Launches Tenda

R$270 – R$330mn

R$0

-

 

R$0

0%

 

As of September 30, 2012, the Company had R$1.23 billion in cash and cash equivalents. During the 9M12 operational consolidated cash flow reached approximately R$607 million, representing 87% of the mid point of the updated guidance established for the full year of 2012, of R$600 – R$800 million. The key drivers of cash flow generation include: (1) our ability to deliver and transfer/customers at Gafisa; (2) the transfer of Tenda units to financial institutions; (3) the sale of inventory and new projects launched; (4) the securitization of receivables and; (5) the sale of non-strategic land, which had a minor contribution to the results posted in the period.

 

Table 53. Operational Cash Flow Guidance – 2012 Estimates  versus Actual figures 9M12

 

Guidance

(previous)

Guidance

(actual)

Mid-range

2012

 

Achievement 9M12

9M12 as a % of FY

Operational Cash Flow (CFO)

R$500-R$700 mn

R$600-R$800 mn

R$700mn

 

R$607mn

87%

 

 

The Gafisa Group plans to deliver between 22,000 and 26,000 units in 2012 of which 30% will be delivered by Gafisa, 50% by Tenda and the remaining 20% by AlphaVille. During the first nine months of the year of 2012, the Gafisa Group delivered 17,729 units and transferred 9,567 Tenda customers to financial institutions, achieving 80% of the mid-range of the guidance for both targets.

 

Table 54. Other Relevant Operational Indicators – 2012 Estimates  versus Actual figures 9M12

Guidance of Units to be Delivered 2012E

Mid-range

 

Achievement 9M12

9M12 as a % of FY

Consolidated # Units to be Delivered (22-26K)

24,000

 

17,728

74%

Breakdown by Brand

 

 

 

 

# Units to be Delivered Gafisa (6,600-7,800)

7,200

 

4,735

66%

# Units to be Delivered AlphaVille (4,400-5,200)

4,800

 

2,612

54%

# Units to be Delivered Tenda (11,000-13,000)

12,000

 

10,382

87%

 

Table 55. Tenda Milestones – 2012 Estimates  versus Actual figures 9M12

Customers to be transferred at Tenda 2012E

Mid-range

 

Achievement 9M12

(9M12 as a % of FY)

Consolidated # Customers to be transferred (10-14K)

12,000

 

9,567

80%

 

 

41


 
 

CONSOLIDATED INCOME STATEMENT

R$000

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Net Operating Revenue

1,064,094

1,040,537

2%

874,378

22%

3,032,464

2,589,085

17%

Operating Costs

(755,962)

(761,396)

-1%

(708,614)

7%

(2,243,612)

(2,146,626)

5%

Gross profit

308,132

279,141

10%

165,764

86%

788,852

442,459

78%

Operating Expenses

(203,476)

(208,309)

-2%

(169,612)

20%

(575,893)

(478,773)

20%

Selling Expenses

(69,941)

(78,165)

-11%

(77,540)

-10%

(206,592)

(215,292)

-4%

General and Administrative Expenses

(80,951)

(93,034)

-13%

(59,746)

35%

(252,969)

(176,407)

43%

Other Operating Rev / Expenses

(33,880)

(22,755)

49%

(10,471)

224%

(64,940)

(30,100)

116%

Depreciation and Amortization

(18,704)

(14,355)

30%

(21,855)

-14%

(51,392)

(56,974)

-10%

Operating results

104,656

70,832

48%

(3,848)

-2820%

212,959

(36,314)

-686%

 

 

 

 

 

 

 

 

 

Financial Income

17,394

21,721

-20%

31,619

-45%

58,804

77,980

-25%

Financial Expenses

(78,202)

(77,351)

1%

(89,730)

-13%

(217,417)

(195,955)

11%

 

 

 

 

 

 

 

 

 

Income (Loss) Before Taxes on Income

43,848

15,202

188%

(61,959)

-171%

54,346

(154,289)

-135%

 

 

 

 

 

 

 

 

 

Deferred Taxes

(2,294)

(1,758)

30%

35,334

-106%

(10,371)

90,422

-111%

Income Tax and Social Contribution

(18,756)

(4,037)

365%

(16,331)

15%

(36,612)

(37,852)

-3%

 

 

 

 

 

 

 

 

 

Income (Loss) After Taxes on Income

22,798

9,407

142%

(42,956)

-153%

7,363

(101,719)

-107%

 

 

 

 

 

 

 

 

 

Minority Shareholders

(17,957)

(8,361)

115%

(8,291)

117%

(32,991)

(24,662)

34%

 

 

 

 

 

 

 

 

 

Net Income (Loss)

4,841

1,046

363%

(51,247)

-109%

(25,628)

(126,381)

-80%

Note: The Income Statement reflects the impact of IFRS adoption, also for 2010.

 

42


 
 

CONSOLIDATED BALANCE SHEET 

 

3Q12

2Q12

Q-o-Q(%)

3Q11

Y-o-Y(%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

1,234,826

1,097,277

13%

912,353

35%

Receivables from clients

3,325,239

3,745,488

-11%

3,839,392

-13%

Properties for sale

2,038,646

2,053,171

-1%

2,266,859

-10%

Other accounts receivable

150,987

177,506

-15%

146,443

3%

Deferred selling expenses

69,956

73,097

-4%

30,329

131%

Prepaid expenses

1,861

19,691

-91%

13,599

-86%

Properties for sale

180,703

183,440

-1%

-

0%

Financial Instruments

18,182

17,689

3%

131

nm

 

7,020,400

7,367,359

-5%

7,209,106

-3%

Long-term Assets

 

 

 

 

 

Receivables from clients

1,161,268

922,044

26%

1,395,515

-17%

Properties for sale

319,929

382,382

-16%

416,717

-23%

Deferred taxes

 

0

0%

117,102

-100%

Other

244,249

228,083

7%

225,244

8%

 

1,725,446

1,532,509

13%

2,154,578

-20%

Investments

279,812

270,786

3%

294,429

-5%

 

 

 

 

 

 

Total Assets

9,025,658

9,170,654

-2%

9,658,113

-7%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

952,608

944,377

1%

476,100

100%

Debentures

465,425

601,672

-23%

206,336

126%

Obligations for purchase of land and advances from clients

457,153

451,129

1%

469,130

-3%

Materials and service suppliers

156,197

174,892

-11%

185,160

-16%

Taxes and contributions

297,006

277,391

7%

255,756

16%

Obligation for investors

156,773

158,234

-1%

164,914

-5%

Other

507,386

555,949

-9%

293,512

73%

 

2,992,548

3,163,644

-5%

2,050,908

46%

Long-term Liabilities

 

 

 

 

 

Loans and financing

1,074,063

1,130,583

-5%

975,751

10%

Debentures

1,357,949

1,179,109

15%

1,740,673

-22%

Obligations for purchase of land

113,175

114,329

-1%

192,902

-41%

Deferred taxes

93,373

91,079

3%

13,232

606%

Provision for contingencies

150,927

144,894

4%

123,950

22%

Obligation for investors

167,425

171,534

-2%

312,495

-46%

Other

304,227

429,337

-29%

698,979

-56%

 

3,261,139

3,260,865

0%

4,057,982

-20%

Shareholders' Equity

 

 

 

 

 

Capital

2,734,159

2,734,157

0%

2,734,155

0%

Treasury shares

-1,731

-1,731

0%

-1,731

0%

Capital reserves

32,863

29,779

10%

267,159

-88%

Revenue reserves

-

0%

589,727

-100%

Retained earnings

-25,628

-30,468

-16%

-126,381

-80%

Accumulated losses

-102,019

-102,019

0%

-

0%

Non-controlling interests

134,327

116,425

15%

86,294

56%

 

2,771,971

2,746,145

1%

3,549,223

-22%

Liabilities and Shareholders' Equity

9,025,658

9,170,654

-2%

9,658,113

-7%

43


 
 

CASH FLOW

 

3Q12

3Q11

Income (Loss) Before Taxes on Income

43,848

(61,959)

Expenses (income) not affecting working capital

100,741

91,689

Depreciation and amortization

18,704

21,855

Impairment allowance

(19,314)

-

Expense on stock option plan

3,420

4,645

Penalty fee over delayed projects

(6,111)

-

Unrealized interest and charges, net

47,051

52,656

Deferred Taxes

 

 

Disposal of fixed asset

3,923

-

Warranty provision

8,997

2,416

Provision for contingencies

34,333

14,636

Profit sharing provision

13,691

1,942

Allowance (reversal) for doubtful debts

(3,460)

-

Profit / Loss from financial instruments

(493)

(6,461)

Clients

184,485

107,739

Properties for sale

99,029

(150,970)

Other receivables

(51,319)

(13,435)

Deferred selling expenses and prepaid expenses

20,970

14,038

Obligations on land purchases and advances from customers

4,869

6,489

Taxes and contributions

19,616

(57,702)

Trade accounts payable

(18,695)

(40,507)

Salaries, payroll charges

4,276

55,028

Other accounts payable

(5,251)

(33,053)

Assignment of credit receivables, net

(181,113)

(61,394)

Current account operations

(23,920)

23,818

Paid taxes

(18,756)

(15,071)

Cash used in operating activities

178,780

(135,290)

Investing activities

 

 

Purchase of property and equipment and deferred charges

(31,654)

(19,525)

Redemption of securities, restricted securities and loans

808,975

986,571

Investments in marketable securities, restricted securities and loans and securities, restricted securities and loans

(783,332)

(681,626)

Cash used in investing activities

(6,011)

285,420

Financing activities

 

 

Capital increase

-

3,366

Contributions from venture partners

(5,570)

-

Increase in loans and financing

151,660

107,274

Repayment of loans and financing

(204,406)

(409,561)

Assignment of credit receivables, net

11,490

221,376

Proceeds from subscription of redeemable equity interest in securitization fund

5

(3,789)

Operations of mutual

37,244

(14,572)

Net cash provided by financing activities

(9,577)

(95,906)

Net increase (decrease) in cash and cash equivalents

163,192

54,224

Cash and cash equivalents

 

 

At the beginning of the period

300,654

330,183

At the end of the period

463,846

384,407

Net increase (decrease) in cash and cash equivalents

163,192

54,224

 

44


 
 

GAFISA SEGMENT INCOME STATEMENT 

 

R$000

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Net Operating Revenue

506,718

593,149

-15%

459,971

10%

1,587,446

1,357,349

17%

Operating Costs

(379,254)

(463,290)

-18%

(344,399)

10%

(1,221,639)

(1,148,888)

6%

Gross profit

127,464

129,859

-2%

115,572

10%

365,807

208,461

75%

Operating Expenses

(103,412)

(89,010)

16%

(93,088)

11%

(275,482)

(251,052)

10%

Selling Expenses

(36,119)

(36,008)

0%

(43,045)

-16%

(102,904)

(117,157)

-12%

General and Administrative Expenses

(32,159)

(33,247)

-3%

(23,065)

39%

(98,454)

(68,559)

44%

Other Operating Rev / Expenses

(22,930)

(9,883)

132%

(10,451)

119%

(36,784)

(23,798)

55%

Depreciation and Amortization

(12,204)

(9,872)

24%

(16,527)

-26%

(37,340)

(41,538)

-10%

Operating results

24,052

40,849

-41%

22,484

7%

90,325

(42,591)

-312%

 

 

 

 

 

 

 

 

 

Financial Income

7,717

8,200

-6%

17,694

-56%

23,883

45,718

-48%

Financial Expenses

(57,530)

(61,069)

-6%

(73,083)

-21%

(161,011)

(160,512)

0%

 

 

 

 

 

 

 

 

 

Income (Loss) Before Taxes on Income

(25,761)

(12,020)

114%

(32,905)

-22%

(46,803)

(157,385)

-70%

 

 

 

 

 

 

 

 

 

Deferred Taxes

322

5,942

-95%

14,238

-98%

3,492

40,070

-91%

Income Tax and Social Contribution

(5,415)

(5,547)

-2%

(9,280)

-42%

(21,559)

(20,344)

6%

 

 

 

 

 

 

 

 

 

Income (Loss) After Taxes on Income

(30,854)

(11,625)

165%

(27,947)

10%

(64,870)

(137,659)

-53%

 

 

 

 

 

 

 

 

 

Minority Shareholders

1,094

(597)

-283%

(157)

-797%

473

(530)

-189%

 

 

 

 

 

 

 

 

 

Net Income (Loss)

(29,760)

(12,222)

143%

(28,104)

6%

(64,397)

(138,189)

-53%

45


 
 

ALPHAVILLE SEGMENT INCOME STATEMENT 

 

R$000

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Net Operating Revenue

233,577

167,376

40%

177,146

32%

524,823

450,919

16%

Operating Costs

(111,272)

(72,651)

53%

(100,328)

11%

(243,287)

(238,353)

2%

Gross profit

122,305

94,725

29%

76,818

59%

281,536

212,566

32%

Operating Expenses

(32,446)

(52,927)

-39%

(24,518)

32%

(111,638)

(63,654)

75%

Selling Expenses

(12,072)

(19,302)

-37%

(10,452)

15%

(38,531)

(25,579)

51%

General and Administrative Expenses

(20,802)

(33,026)

-37%

(14,255)

46%

(72,853)

(39,829)

83%

Other Operating Rev / Expenses

980

(72)

-1461%

681

44%

1,367

2,995

-54%

Depreciation and Amortization

(552)

(527)

5%

(492)

12%

(1,621)

(1,241)

31%

Operating results

89,859

41,798

115%

52,300

72%

169,898

148,912

14%

 

 

 

 

 

 

 

 

 

Financial Income

2,909

2,928

-1%

5,626

-48%

8,970

11,420

-21%

Financial Expenses

(11,822)

(8,045)

47%

(11,722)

1%

(31,199)

(28,424)

10%

 

 

 

 

 

 

 

 

 

Income (Loss) Before Taxes on Income

80,946

36,681

121%

46,204

75%

147,669

131,908

12%

 

 

 

 

 

 

 

 

 

Deferred Taxes

(4,783)

(7,158)

-33%

(2,541)

88%

(11,152)

(3,473)

221%

Income Tax and Social Contribution

(4,974)

3,959

-226%

(2,995)

66%

(3,541)

(7,777)

-54%

 

 

 

 

 

 

 

 

 

Income (Loss) After Taxes on Income

71,189

33,482

113%

40,668

75%

132,976

120,658

10%

 

 

 

 

 

 

 

 

 

Minority Shareholders

(17,859)

(7,802)

129%

(8,134)

120%

(32,336)

(24,132)

34%

 

 

 

 

 

 

 

 

 

Net Income (Loss)

53,330

25,680

108%

32,534

64%

100,640

96,526

4%

 

 

46


 
 

TENDA SEGMENT INCOME STATEMENT 

 

R$000

3Q12

2Q12

Q-o-Q (%)

3Q11

Y-o-Y (%)

9M12

9M11

Y-o-Y (%)

Net Operating Revenue

323,799

280,012

16%

237,261

36%

920,195

780,817

18%

Operating Costs

(265,436)

(225,455)

18%

(263,887)

1%

(778,686)

(759,385)

3%

Gross profit

58,363

54,557

7%

(26,626)

-319%

141,509

21,432

560%

Operating Expenses

(67,618)

(66,372)

2%

(52,006)

30%

(188,773)

(164,067)

15%

Selling Expenses

(21,750)

(22,855)

-5%

(24,043)

-10%

(65,157)

(72,556)

-10%

General and Administrative Expenses

(27,990)

(26,761)

5%

(22,426)

25%

(81,662)

(68,019)

20%

Other Operating Rev / Expenses

(11,930)

(12,800)

-7%

(701)

1602%

(29,523)

(9,297)

218%

Depreciation and Amortization

(5,948)

(3,956)

50%

(4,836)

23%

(12,431)

(14,195)

-12%

Operating results

(9,255)

(11,815)

-22%

(78,632)

-88%

(47,264)

(142,635)

-67%

 

 

 

 

 

 

 

 

 

Financial Income

6,768

10,593

-36%

8,299

-18%

25,951

20,842

25%

Financial Expenses

(8,850)

(8,237)

7%

(4,925)

80%

(25,207)

(7,019)

259%

 

 

 

 

 

 

 

 

 

Income (Loss) Before Taxes on Income

(11,337)

(9,459)

20%

(75,258)

-85%

(46,520)

(128,812)

-64%

 

 

 

 

 

 

 

 

 

Deferred Taxes

2,167

(542)

-500%

23,637

-91%

(2,711)

53,825

-105%

Income Tax and Social Contribution

(8,367)

(2,449)

242%

(4,056)

106%

(11,512)

(9,731)

18%

 

 

 

 

 

 

 

 

 

Income (Loss) After Taxes on Income

(17,537)

(12,450)

41%

(55,677)

-69%

(60,743)

(84,718)

-28%

 

 

 

 

 

 

 

 

 

Minority Shareholders

(1,192)

38

-3237%

-

0%

(1,128)

-

0%

 

 

 

 

 

 

 

 

 

Net Income (Loss)

(18,729)

(12,412)

51%

(55,677)

-66%

(61,871)

(84,718)

-27%

 

47


 
 

GAFISA  SEGMENT BALANCE SHEET 

 

3Q12

2Q12

Q-o-Q(%)

3Q11

Y-o-Y(%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

218,289

266,127

-18%

361,629

-40%

Receivables from clients

1,971,983

2,224,488

-11%

2,147,759

-8%

Properties for sale

1,034,992

1,070,501

-3%

1,301,447

-20%

Other accounts receivable

115,379

194,253

-41%

328,846

-65%

Deferred selling expenses

1,480

72,104

-98%

12,577

-88%

Prepaid expenses

57,054

9,274

515%

11,334

403%

Properties for sale

75,376

70,900

6%

-

0%

Financial Instruments

10,801

9,603

12%

131

8145%

 

3,485,352

3,917,250

-11%

4,163,723

-16%

Long-term Assets

 

 

 

 

 

Receivables from clients

567,227

454,600

25%

631,271

-10%

Properties for sale

111,968

129,712

-14%

204,679

-45%

Deferred taxes

0

0

0%

35,656

-100%

Other

170,645

161,379

6%

183,912

-7%

 

849,840

745,690

14%

1,055,518

-19%

Investments

2,629,024

2,582,001

2%

2,657,715

-1%

 

 

 

 

 

 

Total Assets

6,964,217

7,244,941

-4%

7,876,957

-12%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

751,260

758,761

-1%

407,780

84%

Debentures

314,517

288,874

9%

178,078

77%

Obligations for purchase of land and advances from clients

225,277

251,460

-10%

254,193

-11%

Materials and service suppliers

91,509

102,975

-11%

102,530

-11%

Taxes and contributions

113,851

111,026

3%

132,249

-14%

Obligation for investors

116,463

118,410

-2%

119,879

-3%

Other

375,515

488,110

-23%

241,436

56%

 

1,988,393

2,119,615

-6%

1,436,145

38%

Long-term Liabilities

 

 

 

 

 

Loans and financing

794,949

845,590

-6%

767,437

4%

Debentures

883,072

879,325

0%

1,140,673

-23%

Obligations for purchase of land

99,638

102,438

-3%

149,690

-33%

Deferred taxes

63,981

63,611

1%

-231

-27857%

Provision for contingencies

74,696

74,676

0%

73,756

1%

Obligation for investors

124,628

124,628

0%

234,814

-47%

Other

276,555

383,584

-28%

548,892

-50%

 

2,317,519

2,473,852

-6%

2,915,030

-20%

Shareholders' Equity

 

 

 

 

 

Shareholders' Equity

2,637,644

2,629,720

0%

3,504,208

-25%

Non-controlling interests

20,661

21,754

-5%

21,574

-4%

 

2,658,305

2,651,474

0%

3,525,782

-25%

Liabilities and Shareholders' Equity

6,964,217

7,244,941

-4%

7,876,957

-12%

 

48


 
 

TENDA  SEGMENT BALANCE SHEET 

 

3Q12

2Q12

Q-o-Q(%)

3Q11

Y-o-Y(%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

868,109

675,601

28%

402,698

116%

Receivables from clients

1,127,390

1,326,256

-15%

1,498,643

-25%

Properties for sale

780,975

762,988

2%

797,602

-2%

Other accounts receivable

164,550

320,366

-49%

69,705

136%

Deferred selling expenses

381

866

-56%

1,022

-63%

Prepaid expenses

12,902

10,417

24%

18,995

-32%

Properties for sale

105,327

112,540

-6%

-

0%

Financial Instruments

-

-

0%

-

0%

 

3,059,636

3,209,035

-5%

2,788,665

10%

Long-term Assets

 

 

 

 

 

Receivables from clients

176,461

99,051

78%

467,882

-62%

Properties for sale

168,301

217,069

-22%

155,599

8%

Deferred taxes

-

-

0%

81,047

nm

Other

85,077

78,410

9%

38,406

122%

 

429,838

394,530

9%

742,934

-42%

Investments

34,367

41,248

-17%

30,296

13%

 

 

 

 

 

 

Total Assets

3,523,840

3,644,813

-3%

3,561,895

-1%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

136,508

118,699

15%

49,561

175%

Debentures

150,908

312,798

-52%

28,258

434%

Obligations for purchase of land and advances from clients

138,172

138,752

0%

167,268

-17%

Materials and service suppliers

31,706

40,006

-21%

52,225

-39%

Taxes and contributions

120,904

125,230

-3%

105,751

14%

Obligation for investors

-

-

0%

-

0%

Other

698,936

832,042

-16%

268,479

160%

 

1,277,134

1,567,526

-19%

671,543

90%

Long-term Liabilities

 

 

 

 

 

Loans and financing

200,294

193,663

3%

50,479

297%

Debentures

474,877

299784,32

58%

600,000

-21%

Obligations for purchase of land

3,866

594

550%

29,769

-87%

Deferred taxes

10,827

12,995

-17%

-

nm

Provision for contingencies

60,787

54,971

11%

37,021

64%

Obligation for investors

-

-

0%

-

0%

Other

27,366

29,053

-6%

68,352

-60%

 

778,017

591,061

32%

785,622

-1%

Shareholders' Equity

 

 

 

 

 

Shareholders' Equity

1,467,521

1,486,249

-1%

2,104,731

-30%

Non-controlling interests

1,169

-23

-5085%

-

0%

 

1,468,689

1,486,226

-1%

2,104,731

-30%

Liabilities and Shareholders' Equity

3,523,840

3,644,813

-3%

3,561,895

-1%

49


 
 

ALPHAVILLE  SEGMENT BALANCE SHEET 

 

3Q12

2Q12

Q-o-Q(%)

3Q11

Y-o-Y(%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

148,428

155,549

-5%

148,026

0%

Receivables from clients

225,866

194,744

16%

192,990

17%

Properties for sale

222,679

219,682

1%

167,810

33%

Other accounts receivable

20,497

18,746

9%

19,313

6%

Deferred selling expenses

-

127

nm

-

0%

Prepaid expenses

-

-

0%

-

0%

Properties for sale

-

-

0%

-

0%

Financial Instruments

7,381

8,086

-9%

-

0%

 

624,852

596,934

5%

528,139

18%

Long-term Assets

 

 

 

 

 

Receivables from clients

417,580

368,393

13%

296,362

41%

Properties for sale

39,660

35,601

11%

56,439

-30%

Deferred taxes

-

-

0%

399

-100%

Other

3,021

2,788

8%

2,926

3%

 

460,261

406,782

13%

356,126

29%

Investments

14,198

10,936

30%

11,263

26%

 

 

 

 

 

 

Total Assets

1,099,311

1,014,652

8%

895,528

23%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

64,840

66,918

-3%

18,759

246%

Debentures

-

-

0%

-

0%

Obligations for purchase of land and advances from clients

93,704

60,917

54%

47,669

97%

Materials and service suppliers

32,981

31,912

3%

30,405

8%

Taxes and contributions

62,251

41,135

51%

17,756

251%

Obligation for investors

40,310

39,824

1%

45,035

-10%

Other

136,220

145,502

-6%

54,973

148%

 

430,307

386,208

11%

214,597

101%

Long-term Liabilities

 

 

 

 

 

Loans and financing

78,820

91,330

-14%

157,836

-50%

Debentures

-

-

0%

-

0%

Obligations for purchase of land

9,671

11,296

-14%

13,443

-28%

Deferred taxes

18,565

14,473

28%

13,462

38%

Provision for contingencies

15,444

15,247

1%

13,173

17%

Obligation for investors

42,797

46,906

-9%

77,681

-45%

Other

14,800

31,194

-53%

81,736

-82%

 

180,096

210,446

-14%

357,330

-50%

Shareholders' Equity

 

 

 

 

 

Shareholders' Equity

376,411

323,304

16%

258,881

45%

Non-controlling interests

112,498

94,695

19%

64,720

74%

 

488,908

417,999

17%

323,601

51%

Liabilities and Shareholders' Equity

1,099,311

1,014,652

8%

895,528

23%

 

50


 
 

GLOSSARY 

Affordable Entry Level

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

Backlog of Results

As a result of the Percentage of Completion Method of recognizing revenues, we recognize revenues and expenses over a multi-year period for each residential unit we sell. Our backlog of results represents revenues minus costs that will be incurred in future periods from past sales.

Backlog of Revenues

As a result of the Percentage of Completion Method of recognizing revenues, we recognize revenues over a multi-year period for each residential unit we sell. Our backlog represents revenues that will be incurred in future periods from past sales.

Backlog Margin

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

Land Bank

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

LOT (Urbanized Lots)

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

 

 

 

 

PoC Method

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

Pre-sales

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

PSV

Potential Sales Value.

SFH Funds

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

Swap Agreements

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

 

Operating Cash Flow

 Operating cash flow (non-accounting)

51


 
 

ABOUT GAFISA 

Gafisa is a leading diversified national homebuilder serving all demographic segments of the Brazilian market. Established over 57 years ago, we have completed and sold more than 1,000 developments and built more than 12 million square meters of housing only under Gafisa’s brand, more than any other residential development company in Brazil. Recognized as one of the foremost professionally managed homebuilders, "Gafisa" is also one of the most respected and best-known brands in the real estate market, recognized among potential homebuyers, borrowers, lenders, landowners, competitors, and investors for its quality, consistency, and professionalism. Our pre-eminent brands include Tenda, serving the affordable/entry level housing segment, and Gafisa and AlphaVille, which offer a variety of residential options to the mid to higher-income segments. Gafisa S.A. is traded on the Novo Mercado of the BM&FBOVESPA (BOVESPA:GFSA3) and on the New York Stock Exchange (NYSE:GFA).

 

Investor Relations Contact Info

Luciana Doria Wilson

Website: www.gafisa.com.br/ir 

Phone: +55 11 3025-9297 / 9242 / 9305

Fax: +55 11 3025-9348

Email: ri@gafisa.com.br 

 

Media Relations (Brazil)

Fernando Kadaoka

Máquina da Notícia Comunicação Integrada

Phone: +55 11 3147-7498

Fax: +55 11 3147-7900

E-mail: debora.mari@maquina.inf.br

 

 

This release contains forward-looking statements relating to the prospects of the business, estimates for operating and financial results, and those related to growth prospects of Gafisa. These are merely projections and, as such, are based exclusively on the expectations of management concerning the future of the business and its continued access to capital to fund the 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.

 

The third-quarter financial statements were prepared and are being presented in accordance with the accounting practices adopted in Brazil (“Brazilian GAAP”), required for the years ended December 31, 2009. Therefore, they do not consider the early adoption of the technical pronouncements issued by CPC in 2009, approved by the Federal Accounting Council (“CFC”), required beginning on January 1, 2010. On November 10, 2009 the CVM, issued the deliberation nº 603 changed by deliberation nº 626, which provides the option for listed Companies to present 2010 quarterly information based on accounting practices in force at December 31, 2009. The scope of the works of our independent auditors does not include, the review non-financial information included in the earnings release, such as sales volume, value of sales, revenues to be recognized and costs to be incurred, among other non-accounting information, as well as absolute values ​​or percentage derived from this information.

 

 

52


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information

September 30, 2012

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

 

1.   Operations 

 

Gafisa S.A. ("Gafisa" or "Company") is a publicly traded company with headquarter at Avenida das Nações Unidas, nº 8.501, 19º andar, in the City of São Paulo, State of São Paulo, Brazil and started its operations in 1997 with the objectives of: (i) promoting and managing all forms of real estate ventures on its own behalf or for third parties, taking into consideration that in the case of the later, as construction company and proxy; (ii) selling and purchasing real estate properties in general; (iii) carrying out civil construction and civil engineering services and (iv) developing and implementing marketing strategies related to its own or third party real estate ventures.

 

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

 

In the 4th quarter of 2011, the Company conducted an extensive review of its operations and business strategy, as well as those of its subsidiaries. As a result of this review, the following changes were made:

 

·   Establishment of a new organizational structure divided into brands, with indication of the professionals responsible for the respective structures;

·   Temporary reduction of the activities of the Tenda brand, until the Company is able to operate efficiently based on the fundamentals of this segment, that is, production at competitive costs (using the technology of steel structures) and immediate transfer, soon after the sale, of clients to a financial institution;

·   Increase in investments in the Alphaville brand, as it is the most profitable segment of the product portfolio; and

·   Focus the Gafisa brand on the markets of São Paulo and Rio de Janeiro.

53


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information

September 30, 2012

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

 

 

1.   Operations --Continued 

 

As a consequence of this review and of the newly established structure, a series of measures were taken:

 

·   Extensive review of all budgets of the costs of works in progress;

·   Review of all portfolio of Tenda customers in order to confirm whether they fulfill the requirements of financial institutions; and

·   Analysis of the recoverability of lands located in non-priority regions.

 

Because of these changes and reviews made, the Company recognized adjustments and provisions amounting to approximately R$639,482 for 2011, of which R$211,417 for the nine-month period ended September 30, 2011 (Note 2.3). Such adjustments and provisions did not produce an impact on the capital flow of the Company neither shall impact its capacity to fulfill commitments, as mentioned in Note 1 to the financial statements as of December 31, 2011.

 

 

 

54


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

2.   Presentation of interim financial information and summary of significant accounting policies

 

The Board of Directors of the Company has power to amend the individual and consolidated interim financial information (“quarterly information”) of the Company after they are issued. On November 12, 2012, the Company’s Board of Directors approved the individual and consolidated quarterly information of the Company and authorized their issuance.

 

The individual and consolidated quarterly information were prepared and presented according to the same accounting practices adopted in the presentation and preparation, as mentioned in Note 2.1, of the financial statements for the year ended December 31, 2011, which shall be read together with this Quarterly Information.

 

Pursuant to CVM/SNC/SEP Circular Letter No. 03/2011, the Company states that the significant accounting judgments, estimates and assumptions, as well as the significant accounting practices are the same as those disclosed in the annual financial statements for 2011, and continue valid for the quarterly information hereof. Therefore, the corresponding information shall be read in Notes 2.1 and 2.2 of those financial statements.

 

In order to enhance the information described in Note 2.2 of the financial statements, as of December 31, 2011, particularly in relation to the determination of fair value for recognition of revenue from units sold and under construction, which is appropriated to income throughout the construction period, we disclosed the criteria adopted by the Company

 

·         The fair value of the revenue from units sold is stated at present value based on the discount rate which its fundamentals and assumption are the average rate of the financing obtained by the Company, net of adjustment for inflation, between the contract signature date and the estimated date to handover the keys of the completed property to the buyer (from the handover of keys, an interest of 12% p.a. plus adjustment for inflation is applied to the accounts receivable);

·         The discount rates adopted by the Company and its subsidiaries are 1.36% to 4.89% for the period ended September 30, 2012 (4.18% as of December 31, 2011), net of INCC

·         Subsequently, interests accrue over time on the new fair value to calculate the revenue to be appropriated, on which the percentage of completion will be applied; and,

55


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

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

 

·         In compliance with the provisions of item 9 of CPC 30, items 33 and 34 of OCPC01, and item 33 of CPC 12, the Company, in relation to installment sale of unfinished units, recognizes receivables adjusted for inflation, including the portion related to the handover of keys, without interest charges, and are discounted to present value, once the agreed-upon inflation indexes do not include the interest component. The reversal of the present value adjustment, considering that an important part of the Company operations consists of financing its clients until key delivery, was carried out as contra-entry to the group of real estate development revenue, consistently with interest incurred on the portion of receivables balance related to period subsequent to the handover of keys. The discount rate adopted is based on fundamentals and assumption of an average rate of loans and financing obtained by the Company, net of the inflation effect, as mentioned in Note 2.2.20 to the financial statements as of December 31, 2011.

 

In order to determine the most significant risks and benefits inherent in the ownership of real estate units sold that are transferred to real estate buyers, the Company follows the Technical Orientation OCPC 04. It requires significant judgment, and in this context, the Management considered all discussions on the theme that were held in the scope of the Task Group coordinated by the Brazilian Securities Commission (CVM) in which the Company was represented by the Brazilian Association of Publicly-Held Companies (ABRASCA), which led to a presentation to the CPC of the minutes of the OCPC 04, which it approved and guided the Technical Interpretation ICPC 02 to Brazilian real estate entities.

 

 

56


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

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

 

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

 

The individual and consolidated quarterly information was prepared based on historical cost basis, except if otherwise stated. The historical cost is usually based on the considerations paid in exchange for assets

 

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

 

The non-financial data included in this quarterly information, such as sales volume, contractual data, revenue and costs not recognized in units sold, economic projections, insurance and environment, were not reviewed.

 

Except for the loss for the period, the Company does not have other comprehensive loss or income.

 

The explanatory notes that did not undergo significant changes in relation to the individual and consolidated statements as of December 31, 2011 were not included in the accompanying quarterly information.

 

2.1. Functional currency

 

The individual and consolidated quarterly information are presented in Reais (presentation currency), which is also the functional currency of the Company and its subsidiaries.

 

 

57


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

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

 

 

2.2. Consolidated interim financial information

 

The consolidated interim financial information of the Company includes the financial information of Gafisa, its direct and indirect subsidiaries, and jointly-controlled companies. The control over such entities is obtained when the Company has power to control their financial and operating policies, and is able to enjoy their benefits and is exposed to the risks of their activities. The subsidiaries and jointly-controlled companies are fully and proportionally consolidated, respectively, from the date the full or shared control begins until the date it ceases. As of September 30, 2012 and December 31, 2011, the Quarterly Information and Consolidated Financial Statements include the full consolidation of the following companies, respectively:

 

 

Interest

September 30, 2012

December 31, 2011

   

Gafisa and subsidiaries (*)

100

100

Construtora Tenda and subsidiaries (“Tenda”) (*)

100

100

Alphaville Urbanismo and subsidiaries (“AUSA”) (*)

80

80

 

(*)  It does not include jointly-controlled investees

 

The accounting practices were uniformly adopted in all companies included in the consolidated Quarterly Information and the fiscal year of these companies is the same of the Company. See further details on these subsidiaries in Note 9.

 

 

58


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

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

 

The Company carried out the proportionate consolidation of the financial information of the direct jointly-controlled investees listed below, which main information is the following:

 

 

% - Interest

Total assets

Total liabilities

Equity

Net revenue

Net income (loss) for the period

Investidees

9/30/2012

12/31/2011

9/30/2012

12/31/2011

9/30/2012

12/31/2011

9/30/2012

12/31/2011

9/30/2012

9/30/2011

(restated)

9/30/2012

9/30/2011

(restated)

API SPE 28 - Planej.e Desenv.de Emp.Imob.Ltda.

50%

50%

214,846

127,409

137,975

63,735

76,871

63,674

48,099

69,640

9,936

26,237

Gafisa SPE-77 Empreendimentos Imobiliários Ltda.

65%

65%

83,894

126,341

57,991

67,979

25,903

58,362

40,789

57,082

4,430

13,670

GAFISA SPE-48 S/A

80%

80%

90,994

85,077

22,454

31,271

68,540

53,806

6,589

7,643

14,734

(8,015)

Gafisa SPE-55 S.A.

80%

80%

57,305

78,523

7,691

28,579

49,614

49,944

19,488

35,034

(330)

4,559

FIT 13 SPE Empreendimentos Imobiliários Ltda.

50%

50%

108,221

72,859

58,197

38,080

50,024

34,779

65,221

46,018

32,991

16,555

Sítio Jatiuca Empreendimento Imobiliário SPE Ltda.

50%

50%

78,690

104,432

43,126

74,951

35,564

29,481

27,955

24,792

6,083

13,670

Gafisa e Ivo Rizzo SPE-47 Emp. Imobiliários Ltda.

80%

80%

37,328

37,945

12,774

13,004

24,554

24,941

-

(1)

(387)

(108)

Dubai Residencial Empreendimentos Imobiliários Ltda.

50%

50%

27,160

58,560

12,615

34,745

14,545

23,815

(1,331)

24,107

(3,745)

5,579

Grand Park - Parque das Arvores Emp. Imob. Ltda

50%

50%

60,937

93,305

46,560

70,656

14,377

22,649

(9,645)

15,046

(13,815)

(11,647)

Gafisa SPE-85 Emp. Imob. Ltda.

80%

80%

98,610

84,945

75,740

66,267

22,870

18,678

17,672

28,400

4,193

(5,542)

Manhattan Square Emp. Imob. Coml 01 SPE Ltda.

50%

50%

90,714

81,266

72,375

66,974

18,339

14,292

22,500

32,339

4,046

4,205

Aram SPE Empreendimentos Imobiliários Ltda.

80%

80%

32,331

33,315

23,114

19,334

9,217

13,981

5,404

12,396

(2,982)

4,803

Costa Maggiore Emp. Imob. Ltda.

50%

50%

21,270

29,568

12,605

16,337

8,665

13,231

329

6,957

1,434

1,317

O Bosque Empr. Imob. Ltda.

60%

60%

9,602

9,898

163

319

9,439

9,579

645

111

(306)

(127)

Apoena Emp. Imob. Ltda.

80%

80%

21,179

14,674

11,547

5,666

9,632

9,008

9,541

4,065

3,124

815

Parque do Morumbi Incorporadora LTDA.

80%

80%

28,673

24,417

20,145

16,370

8,528

8,047

21,821

6,607

4,437

2,760

Gafisa SPE-65 Empreendimentos Imobiliários Ltda.

80%

80%

26,995

35,594

16,300

27,169

10,695

8,425

6,285

13,327

2,270

(874)

Outras

Several

Several

715,442

683,074

653,154

613,843

62,288

69,231

113,170

87,697

551

(17,885)

 

59


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

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

 

 

2.3. Restatement of consolidated quarterly information at September 30, 2011

 

As mentioned in Note 1, in line with the new strategic direction of the Company, during the fourth quarter of 2011, the executives who assumed the management of the operations of Gafisa and its subsidiaries Tenda and AUSA, conducted an extensive review of the budgets of construction works while reviewing the short and long-term business plan of the Company, and estimated the costs necessary for their completion. In the review process, adjustments to budgets that should have been recorded in the nine-month period ended September 30, 2011 were identified and that were not identified through the internal controls operating at that period.

 

We highlight that the adjustments to costs that were identified are mainly from the operational problems in the performance of construction works by franchise partners and contractors, renegotiation of supplier’s contracts and project changes.

 

The Company’s management, with the objective of identifying the retroactive effects, reviewed the costs of earth moving construction and brickwork stages; contracts for the replacement of contractors and franchise partners and additional costs of completed units.

 

The retrospective effects of adjustments to the budgets of costs for period ended September 30, 2011, disclosed and accounted for in accordance with CPC 23 – Accounting Practices, Changes in Accounting Estimates and Errors (equivalent to IAS 8), are as follows:

 

 

Company

Consolidated

 

As of September 30, 2011

 

Equity

Income (loss) for the period

Equity

Income (loss) for the period

 

 

 

 

As originally reported

3,825,831

85,035

3,912,587

85,035

Decrease in net operating revenue

(140,791)

(80,645)

(459,462)

(291,624)

Decrease in equity pick-up and other expenses

(254,846)

(160,985)

(496)

(65)

Increase in deferred income tax

and social contribution

32,736

30,214

95,986

79,676

Non-controlling interests

-

-

608

597

Restated

3,462,930

(126,381)

3,549,223

(126,381)

 

60


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

 

 

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

 

2.3. Restatement of the consolidated quarterly information at September 30, 2011

 

In addition, for purposes of a better presentation and comparability of the quarterly information at September 30, 2012, the following reclassifications were made in the comparative quarterly information at September 30, 2011:

 

·      Reclassification of brokerage expenses, from being deductions from revenues and services, to the account “Selling Expenses”. 

 

Statement of income:

 

 

Company

Consolidated

 

As originally reported

Adjustments

Reclassification

Restated

As originally reported

Adjustments

Reclassification

Restated

 

 

 

 

 

 

 

 

Net operating revenue

830,441

(80,645)

14,318

764,114

2,847,190

(291,624)

33,519

2,589,085

Operating costs

(681,186)

-

-

(681,186)

(2,146,626)

-

-

(2,146,626)

Gross profit

149,255

(80,645)

14,318

82,928

700,564

(291,624)

33,519

442,459

Operating income (expenses)

 

 

 

 

 

 

 

 

Selling expenses

(72,655)

-

(14,318)

(86,973)

(181,773)

-

(33,519)

(215,292)

Equity pick-up

209,579

(152,930)

-

56,649

-

-

-

-

Other operating expenses

(137,616)

(8,055)

-

(145,671)

(263,406)

(75)

-

(263,481)

Financial income

(75,006)

-

-

(75,006)

(117,985)

10

-

(117,975)

Tax expenses

11,478

30,214

-

41,692

(27,106)

79,676

-

52,570

Net income (loss) before non-controlling interests

85,035

(211,416)

-

(126,381)

110,294

(212,013)

-

(101,719)

( - ) Net income (loss) for the period attributable to non-controlling interests

-

-

-

-

(25,259)

597

-

(24,662)

Net income (loss) for the period

85,035

(211,416)

-

(126,381)

85,035

(211,416)

-

(126,381)

Basic net income (loss) per thousand shares – in Reais (company)

0,2974

 

 

(0,2929)

0,2974

 

 

(0,2929)

Diluted net income (loss) per thousand shares – in Reais (company)

0,2938

 

 

(0,2929)

0,2938

 

 

(0,2929)

 

 

61


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

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

 

2.3. Restatement of the consolidated quarterly information at September 30, 2011

 

Statement of cash flows:

 

 

Company

Consolidated

 

As originally reported

Adjustments

Restated

As originally reported

Adjustments

Restated

 

 

 

 

 

 

Income (loss) before income and social contribution taxes

73,559

(241,632)

(168,073)

137,401

(291,690)

(154,289)

Expenses (income) not affecting cash and cash equivalents and short-term investments

(47,143)

152,930

105,787

235,544

-

235,545

Increase/decrease in assets and liabilities

109,215

315,035

424,250

(843,720)

514,471

(329,249)

Cash used in operating activities

135,631

226,333

361,964

(470,774)

222,781

(247,993)

Cash from (used in) investing activities

(202,618)

8,058

(194,560)

356,217

-

356,217

Cash from financing activities

102,983

(234,391)

(131,408)

242,582

(222,781)

19,801

Net increase (decrease) in cash and cash equivalents and short-term investments

35,996

-

35,996

128,025

-

128,025

Cash and cash equivalents

 

 

 

 

 

 

At the beginning of the period

66,092

-

66,092

256,382

-

256,382

At the end of the period

102,088

-

102,088

384,407

-

384,407

Net increase (decrease) in cash and cash equivalents

35,996

-

35,996

128,025

-

128,025

 

 

62


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

3.   New pronouncement issued by the IASB

 

As mentioned in Note 3 to the financial statements of 2011, new pronouncements, amendments to existing pronouncements and new interpretations were published and are mandatory for the years beginning January 1, 2012 or later.

In the 2012 fiscal year, CPC approved the following pronouncements:

·         CPC 18 R1 – Investments in Subsidiaries and Affiliates – CVM Resolution no. 688 of October 4, 2012 (IAS 28);

·         CPC 40 R1 – Financial Instruments: Supporting Documents – CVM Resolution no. of August 30, 2012 (IFRS 7);

·         CPC 17 (R1) – Construction Contracts – CVM Resolution no. 691 of November 8, 2012 (IAS 11);

·         CPC 30 (R1) – Revenues – CVM Resolution no. 692 of November 8, 2012 (IAS 18);

·         CPC 35 (R2) – Separate Financial Statements – CVM Resolution no. 693 of November 8, 2012.

In addition, the following technical interpretations were published by the CPC and approved by the CVM pelo CPC e aprovados pela CVM.

·         ICPC 08 R1 – Accounting of Dividend Payment Proposal – CVM Resolution no. 683 of August 30, 2012;

·         ICPC 09 R1 – Individual Financial Statements, Separate Financial Statements and Application of the Equity Accounting Method – CVM Resoltuion no. 687 of October 4, 2012.


The Company and its subsidiaries did not make the early adoption of such amendments in their consolidated quarterly information at September 30, 2012 neither had the opportunity to assess the possible impact of the adoption of such amendments.

No new pronouncement was issued by the IASB besides those disclosed in the financial statements of 2011.

 

 

63


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

4.   Cash and cash equivalents, short-term investments, cash in guarantee to loans and restricted credit

 

4.1.    Cash and cash equivalents

 

 

Company

Consolidated

 

9/30/2012

12/31/2011

9/30/2012

12/31/2011

 

 

 

 

Cash and banks

16,848

31,116

266,805

86,628

Securities purchased under agreement to resell (a)

-

1,110

154,178

50,970

Amounts in transit (b)

20,244

-

42,863

-

 

 

 

 

Total cash and cash equivalents

37,092

32,226

463,846

137,598

 

(a)   Securities purchased under agreement to resell are securities issued by Banks with the repurchase commitment by the bank, and resale commitment by the customer, at rates and terms agreed upon, backed by private or government securities, depending on the bank and are registered with the CETIP

(b)   Amounts in transit are representeed by checks in transit received upon project launch and cleared at a later date, not more than 90 days.

 

As of September 30, 2012, the securities purchased under agreement to resell include interest earned from 75% to 102.5% of Interbank Deposit Certificates (CDI) (from 70% to 102% of CDI at December 31, 2011). All transactions are made with financial institutions considered by management to be first class

 

 

64


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

4.   Cash and cash equivalents, short-term investments, cash in guarantee to loans and restricted credit --Continued 

 

4.2.    Short-term investments, cash in guarantee to loans and restricted credit

 

 

Company

Consolidated

 

9/30/2012

12/31/2011

9/30/2012

12/31/2011

 

 

 

 

Investment funds

-

-

1,965

2,686

Bank deposit certificates (a)

5,042

6,187

392,732

466,753

Cash in guarantee to loans (b)

29,701

56,139

40,839

59,497

Restricted credits (c)

13,740

17,837

329,594

306,268

Other (d)

5,838

10,799

5,850

10,858

Total short-term investments, cash in guarantee to loans and restricted credit

54,321

90,962

770,980

846,062

 

(a)   As of September 30, 2012, Bank Deposit Certificates (CDBs) include interest earned varying from  90% to 104% (from 75% to 110% as of December 31, 2011) of Interbank Deposit Certificates (CDI). The CDBs in which the Company invests earn interest that is usually above 98% of CDI. However, the Compnay invests in short term (up to 20 working days) through securities purchased under agreement to resell which interest is lower (from 75% of CDI). On the other hand, these investments are exempt from the tax on financial transactions (IOF), which is not the case of CDBs.

 

(b)     Cash in guarantee to loans are investments in fixed-income funds, whose shares represent investments only in federal government bonds, indexed to fixed or pre-indexed, and inflation and price variation, and made available when the ratio of restricted receivables in guarantee to debentures reach 120% of the debt balance. See Notes 12(v) and 16(b). 

 

(c)   Restricted credits are represented by onlending of the funds from associate credit (“crédito associativo”), a type of government real estate financing, which are in process of approval at the Caixa Econômica Federal (a Federally owned Brazilian bank used for real estate financing purpose). These approvals are made to the extent the contracts signed with clients at the financial institutions are regularized, which the Company expect to be in up to 90 days.

 

(d)   Additional Construction Potential Certificates (CEPACs). In fiscal year 2010, the Company acquired 22,000 Additional Construction Potential Certificates (CEPACs) in Seventh Session of the Fourth Public Auction conducted by the Municipal Government of São Paulo, related to the consortium of Água Espraiada urban operation, totaling R$16,500. At September 30, 2012 and December 31, 2011, the CEPACs, recorded in the account “Other”, in the amount of R$5,838, have liquidity, the estimated fair value approximates cost, and shall not be used in ventures to be launched in the future. During 2011 and the nine-month period ended September 30, 2012, the Company allocated a portion of CEPACs to new ventures. Such issue was registered with the CVM under the No. CVM/SER/TIC/2008/002, and according to CVM Rule No. 401/2003, CEPACs are put up for public auction having as intermediary the institutions that take part in the securities distribution system.

 

As of September 30, 2012 and December 31, 2011, the amount recognized amount relating to open-end assets and exclusive consolidated investment funds are classified as “held for trading” at fair value, as contra-entry to income for the period or year.

 

 

65


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

5.   Trade accounts receivable of development and services

 

 

Company

Consolidated

 

9/30/2012

12/31/2011

9/30/2012

12/31/2011

 

 

 

 

Real estate development and sales (i)

1,387,001

1,575,751

4,858,935

5,438,850

( - ) Allowance for doubtful accounts and cancelled contracts (i)

(9,339)

(5,585)

(334,265)

(514,654)

( - ) Adjustments to present value

(8,652)

(19,080)

(75,397)

(109,152)

Services and construction and other receivables

26,358

9,274

37,234

11,404

 

 

 

 

 

1,395,368

1,560,360

4,486,507

4,826,448

 

 

 

 

Current

975,872

1,390,694

3,325,239

3,962,574

Non-current

419,496

169,666

1,161,268

863,874

 

The current and non-current portions fall due as follows

 

 

Company

Consolidated

 

Maturity

9/30/2012

12/31/2011

9/30/2012

12/31/2011

2012

342,735

1,415,359

1,669,642

4,586,380

2013

830,487

72,893

2,574,332

545,882

2014

127,524

49,829

344,702

208,766

2015

59,899

11,130

163,488

27,429

2016 onwards

52,714

35,814

144,005

81,797

 

1,413,359

1,585,025

4,896,169

5,450,254

( - ) Adjustment to present value

(8,652)

(19,080)

(75,397)

(109,152)

( - ) Allowance for doubtful account and cancelled contracts

(9,339)

(5,585)

(334,265)

(514,654)

 

1,395,368

1,560,360

4,486,507

4,826,448

           

 

(i)      The balance of account receivable from units sold and not yet delivered is not fully reflected in quarterly information. Its recovery is limited to the portion of revenues accounted for net of the amounts already received

 

Advances from clients (development and services), which exceed the revenues recorded in the period, at September 30, 2012, amount to R$48,741 (R$57,297 as of December 31, 2011) in the Company’s interim financial information and to R$212,215 (R$215,042 as of December 31, 2011) in the consolidated interim financial information, without effect of adjustment to present value, and are classified in “payables for purchase of land and advances from customers " (Note  17).

 

 

66


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

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

 

Accounts receivable from completed real estate units delivered are in general subject to annual interest of 12% plus IGP-M variation, the financial income being recorded in income under the account “Revenue from real estate development". The amounts recognized for the period ended September 30, 2012 and 2011 amounted to R$50,050 and R$21,840, respectively.  

 

The balance of allowance for doubtful account and cancelled contracts, net of receivables and properties for sale, amounts to R$103,312 (consolidated) as of September 30, 2012 (R$119,824 as of December 31, 2011), is considered sufficient by Company management to cover the estimate of future losses on realization of the accounts receivable balance.  

 

During the period ended September 30, 2012, the changes in the allowance for doubtful accounts and cancelled contracts are summarized as follows

 

 

Company

 

Allowance for doubtful

account and

cancelled contracts

 

Balance at December 31, 2011

(5,585)

Additions

(3,754)

Balance at September 30, 2012

(9,339)

 

 

Consolidated

 

Allowance for doubtful account and cancelled contracts

 

September 30, 2012

 

Receivables

Properties for

sale (Note 6)

Net

 

 

 

Balance at December 31, 2011

(514,654)

394,830

(119,824)

Additions

(3,754)

-

(3,754)

Write-offs / reversal (Notes 22 and 23)

184,143

(163,877)

20,266

Balance at September 30, 2012

(334,265)

230,953

103,312

 

The reversal of the adjustment to present value recognized in revenue from real estate development for the period ended September 30, 2012 amounted to R$10,428 in the Company’s statements and R$33,755 in the consolidated statements.

 

 

67


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

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

 

Receivables from units not completed were measured at present value. The discount rate applied by the Company and its subsidiaries was at 1.36% to 4.89% for the period ended September 30, 2012 (4.18% as of December 31, 2011), net of Civil Construction National Index (INCC)

 

(ii)     On March 31, 2009, the Company entered into a Credit Rights Investment Funds (FIDC) transaction, which consists of assignment of a portfolio comprising select residential and commercial real estate receivables arising from Gafisa and its subsidiaries. The Company assigned its receivables portfolio amounting to R$119,622 to Gafisa FIDC in exchange for cash, at the transfer date, discounted to present value, for R$88,664. The subordinated shares represented approximately 21% of the amount issued, totaling R$18,958 (present value). At September 30, 2012, it amounts to R$9,458 (Note 9). Senior and Subordinated shares receivable are indexed to IGP-M and incur interest at 12% per year.  

 

The Company consolidated Gafisa FIDC in its quarterly information. Accordingly, it discloses at September 30, 2012, receivables amounting to R$24,328 in the group of trade accounts receivable, and R$14,870, is reflected in “other payables” (Note 15), and the balance of subordinated shares held by the Company being eliminated in this consolidation process

 

68


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

5.     Trade accounts receivable of development and services —Continued

 

On March 12, 2012, the shareholders of Gafisa FIDC unanimously approved at a meeting held on that date, amendments to the fund rules, comprising the inclusion of a provision that allows for extraordinary amortization of subordinated shares; replacement of the rating agency; possibility of selling subordinated shares and changes to the amortization flow of shares to cash basis. At this same meeting, the extraordinary amortization was approved in the amount of R$10,000 on March 22, 2012

 

(iii)    On June 26, 2009, the Company entered into a CCI transaction, which consists of an assignment of a portfolio comprising select residential real estate credits from Gafisa and its subsidiaries. The Company assigned its receivables portfolio amounting to R$89,102 in exchange for cash, at the transfer date, discounted to present value, of R$69,315, classified under the account “obligations assumed on assignment of receivables”. At September 30, 2012, it amounts to R$16,853 (R$24,791 as of December 31, 2011) (Note 13). 

 

 

69


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

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

 

(iv)   On June 27, 2011, the Company and its subsidiaries entered into a Definitive Assignment of Real Estate Receivables Agreement (CCI). The purpose of said Assignment Agreement is the definitive assignment by the assignor to the benefit of the assignee. The assignment relates to a portfolio comprising select residential real estate receivables performed and to be performed arising out of Gafisa and its subsidiaries. The assigned portfolio of receivables amounts to R$203,915 (R$185,210 – Gafisa’s interest) in exchange for cash, at the transfer date, discounted to present value, for R$171,694 (R$155,889 – Gafisa’s interest), recorded under the account “obligations assumed on the assignment of receivables”. As of September 30, 2012, the balance of this transaction is R$34,708 in the Company’s interim financial information and R$110,787 in the consolidated interim financial information (Note 13).

 

(v)    On September 29, 2011, the Company and its subsidiaries entered into a Private Instrument for Assignment of Real Estate Receivables and Other Covenants. The purpose of said assignment agreement is the assignment by the assignor (“Company”) to the assignee of the select portfolio of residential real estate receivables performed or to be performed from Gafisa and its subsidiaries, comprising the financial flow of the portfolio (installments, charges and the portion related to the handover of keys). The amount of real estate receivables assignment paid by the Assignee amounts to R$238,356 (R$221,376 - Gafisa’s interest). The assignment amount will be settled by the Assignee by offsetting the Housing Financial System (SFH) debt balance of the own bank. On July 6, 2012, the remaining balance will be settled by issuance of Bank Deposit Certificate (CDB) guaranteed in favor of the Company. On September 30, 2012, the balance of this transaction amounts to R$9,493 in the Company’s separate and consolidated interim financial information (Note 13).

 

(vi)   The Company and its subsidiaries entered into on December 22, 2011, a Definitive Assignment of Real Estate Receivables Agreement (CCI). The subject of such assignment agreement is the definitive assignment by the assignor to the assignee a portfolio comprising select residential real estate receivables performed and to be performed from Gafisa and its subsidiaries. The assigned portfolio of receivables amounts to R$72,384 in exchange for cash at the transfer date, discounted to present value, by R$60,097, classified into the account “obligations assumed on assignment of receivables”. As of September 30, 2012, the balance of this transaction is R$16,768 in the Company’s interim financial information and R$26,024 in the consolidated interim financial information (Note 13).

 

70


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

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

 

(vii)  The Company and its subsidiaries entered into on May 9, 2012 a Definitive Assignment of Real Estate Receivables Agreement (CCI), which subject assignment agreement is the definitive assignment by the assignor to the assignee of a portfolio comprising select residential real estate receivables performed and to be performed from Gafisa and its subsidiaries. The assigned portfolio of receivables amounts to R$64,887 in exchange for cash at the transfer date, discounted to present value, by R$45,225, classified into the account “obligations assumed on assignment of receivables”, and the subscription of Subordinated CRI for the unit value of R$1,809. As of September 30, 2012, the balance of this transaction is R$15,716 in the Company’s information and R$32,861 in the consolidated interim financial information (Note 13).

 

(viii)   On July 6, 2012, he Company and its subsidiaries executed an agreement for Final Cession of Real Estate Credits (CCI). Said cession agreement seeks to provide final cession by the cessor to the cessee of a pre-selected portfolio of performed and to be performed residential real estate credits originated in Gafisa and its subsidiaries. The ceded receivables portfolio amounts to R$18,207 in cash exchange as of the date of transfer, discounted to its present value, for R$13,916, classified under “Obligations with cession of credit rights.” On September 30, 2012,the balance of this operation was R$10,478 in the parent company and R$14,559 in the consolidated (Note 13).

 

For the items (ii) to (viii) Gafisa was engaged to perform, among other duties, the management of the receipt of receivables, CCIs underlying assets, and the collection of defaulting customers.

 

The total balance of the assignment of receivables, recorded in current and non current liabilities, as of September 30, 2012 is R$115,106 (R$296,909 as of December 31, 2011) in the Company’s interim financial information and R$252,809 (R$501,971 as of December 31, 2011) in the consolidated interim financial information (Note 13). 

 

71


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

6.   Properties for sale

 

 

Company

Consolidated

 

9/30/2012

12/31/2011

9/30/2012

12/31/2011

 

 

 

 

 

Land

505,113

582,952

869,371

1,209,400

( - ) Provision for realization of land

-

(6,643)

(17,064)

(50,049)

( - ) Adjustment to present value

(1,232)

(3,633)

(2,110)

(8,183)

Property under construction

248,237

305,162

1,077,260

1,181,950

Real estate cost in the recognition

of the provision for cancelled

contracts - Note 5(i)

-

-

230,953

394,830

Completed units

18,518

32,609

200,165

119,342

 

 

 

 

 

770,636

910,447

2,358,575

2,847,290

 

 

 

 

Current portion

689,860

504,489

2,038,646

2,049,084

Non-current portion

80,776

405,958

319,929

798,206

 

In the period ended September 30, 2012, the change in the provision for realization of land is summarized as follows

 

 

Company

Consolidated

 

Provision for realization of land

 

 

Balance at December 31, 2011

(6,643)

(50,049)

Additions

(229)

(229)

Write-offs

6,872

9,735

Transfer to land for sale (Note 8)

-

23,479

Balance at September 30, 2012

-

(17,064)

 

The Company has undertaken commitments to build units in exchange for land, accounted for based on the fair value of the bartered units at acquisition date. At September 30, 2012, the net balance of land acquired through barter transactions amounts to R$16,353 (R$30,111 as of December 31, 2011), in the Company’s interim financial information and R$43,833 (R$83,506 as of December 31, 2011) in the consolidated interim financial information (Note 17).

 

72


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

As disclosed in Note 11, the balance of capitalized financial charges at September 30, 2012 amounts to R$130,305 in the Company’s interim financial information and R$247,330 in the consolidated interim financial information.

 

The adjustment to present value in the property for sale balance refers to the contra-entry to the adjustment to present value of payables for purchase of land with no income statement effect (Note 17). The total amount of the reversal of the adjustment to present value recognized in the costs of real estate development in the period ended September 30, 2012 amounts to R$554 in the Company’s interim financial information and R$576 in the consolidated interim financial information.

 

 

7.   Other accounts receivable and others

 

 

Company

Consolidated

 

9/30/2012

12/31/2011

9/30/2012

12/31/2011

 

 

 

 

 

Advances to suppliers

10,845

1,080

13,959

7,309

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

29,303

35,588

85,842

85,057

Judicial deposit (Note 16)

101,530

85,702

130,768

108,436

Other

1,360

2

16,857

3,426

 

 

 

 

 

143,038

122,372

247,426

204,228

 

 

 

 

Current portion

31,133

26,503

83,091

60,378

Non-current portion

111,905

95,869

164,335

143,850

 

8.   Land available for sale

 

The Company, in line with the new strategic direction implemented at the end of 2011, opted to sell land not included in the Business Plan approved for 2012. Therefore, it devised a specific plan for the sale of such land in 2012. The carrying amount of such land, adjusted to market value when applicable, after the test for impairment, is shown by company as follows

 

 

Consolidated

 

Cost

Provision for impairment

Net balance

 

 

 

 

Balance at December 31, 2011

135,194

(42,006)

93,188

Transfer of properties for sale (Note 6)

142,225

(23,479)

118,746

Reversal/Write-offs

(61,933)

30,702

(31,231)

 

 

 

 

Balance at September 30, 2012

215,486

(34,783)

180,703

 

 

 

Gafisa and SPEs

80,884

(5,508)

75,376

Tenda and SPEs

134,602

(29,275)

105,327

 

73


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

9.   Investments in subsidiaries

 

In January 2007, upon acquisition of 60% of AUSA, arising from the acquisition of Catalufa Participações Ltda., a capital increase of R$134,029 was approved upon the issuance for public subscription of 6,358,116 common shares. This transaction generated goodwill of R$170,941 recorded based on expected future profitability, which was partially amortized exponentially and progressively up to December 31, 2008 to match the estimated profit before taxes of AUSA on accrual basis of accounting. Goodwill balance at September 30, 2012 and December 31, 2011 is R$152,856 (Note 10).

 

The Company has an 80% interest in AUSA and has a commitment to purchase the remaining 20% of AUSA's capital stock based on the fair value of AUSA in 2012.

 

 

 

 

 

74


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

9.   Investments in subsidiaries--Continued 

 

On June 8, 2012, according to the material fact then disclosed, the third phase of the Investment Agreement and Other Covenants entered into on October 2, 2006 ("Investment Agreement "), established the rules and conditions for Gafisa related to the acquisition of the capital stock of Alphaville Urbanismo S.A ("AUSA"). The Company informs that the amount negotiated for the acquisition of the remaining 20% interest in AUSA capital stock amounts to R$359 million; which shall be settled through issuance of shares of the parent company Gafisa, estimated at 70,251,551 common shares. The number of shares that shall be issued to settle this transaction is being decided on an arbitration process initiated by the non-controlling shareholders of AUSA, according to the material fact released on July 3, 2012.

 

On October 26, 2007, Gafisa acquired 70% of Cipesa. Gafisa and Cipesa created a new company, Cipesa Empreendimentos Imobiliários Ltda. ("Nova Cipesa"), in which the Company holds 70% of interest and Cipesa 30%. Gafisa made an R$50,000 cash contribution to Nova Cipesa and acquired the shares which Cipesa held in Nova Cipesa amounting to R$15,000, paid on October 26, 2008. The non-controlling shareholders of Cipesa are entitled to receive from the Company a variable portion corresponding to 2% of the Total Sales Value (VGV), as defined, of the projects launched by Nova Cipesa through 2014; the maximum amount being R$25,000. Accordingly, the acquisition price considered by the Company totaled R$90,000. As a result of this transaction, a goodwill amounting to R$40,687 was recorded based on expected future profitability (Note 10). The Company recorded a provision for the non realization of the amount of R$10.430 as of December 31, 2011 and wrote-off the balance due to the sale of land in the amount of R$11,509 as of the period ended September 30, 2012, totaling R$21,939. The balance of goodwill, net, amounts to R$18,748 (Note 10) as of September 30, 2012.

 

75


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

9.   Investments in subsidiaries--Continued 

 

(i)      Ownership interest

 

(a)    Information on subsidiaries and jointly-controlled investees

 

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Income (loss) for the period

Investments (provision for capital deficiency)

Equity pick-up

Direct investees

9/30/2012

12/31/2011

9/30/2012

9/30/2012

9/30/2012

12/31/2011

9/30/2012

9/30/2011

9/30/2012

12/31/2011

9/30/2012

9/30/2011

     

 

 

 

 

 

 

 

 

 

 

Construtora Tenda S.A.

100

100

3,523,840

1,502,475

2,021,366

2,699,855

(61,871)

(84,718)

2,021,366

2,083,237

(61,871)

(84,718)

Alphaville Urbanismo S.A.

60

60

1,099,311

628,798

470,513

323,601

125,798

120,658

282,308

195,763

74,233

72,395

Shertis Emp. Part. S.A.

100

100

101,773

11,853

89,920

64,720

24,743

24,368

89,920

65,177

24,743

24,368

Gafisa SPE 89 Emp. Im. Ltda.

100

100

286,926

219,972

66,954

68,883

14,191

9,007

66,954

59,463

14,191

9,008

Cipesa Empreendimentos Imobiliários S.A.

100

100

97,830

51,696

46,134

58,033

(1,516)

(286)

46,134

58,331

(1,516)

(286)

Gafisa SPE 48 S.A. (d)

80

80

90,994

21,540

69,454

56,988

14,734

(8,015)

55,563

43,741

11,787

(622)

Gafisa SPE 51 Emp. Im. Ltda. (d) 

100

100

99,937

49,021

50,917

39,816

(5,689)

(13,275)

50,917

37,801

(5,689)

(3,855)

Gafisa SPE 41 Emp. Im. Ltda.

100

100

53,325

21,076

32,249

32,548

(256)

412

32,249

32,505

(256)

413

SPE Reserva Ecoville/Office - Emp Im. S.A.

50

50

214,846

137,975

76,871

53,338

9,936

9,936

38,435

31,837

6,598

13,119

Sítio Jatiuca Emp Im.SPE Ltda.

50

50

78,690

12,718

65,973

61,071

6,083

13,670

32,986

29,942

3,042

6,835

Verdes Praças Inc. Im. SPE Ltda.

100

100

30,958

4,318

26,641

26,830

(234)

154

26,641

26,875

(234)

154

Gafisa SPE 50 Emp. Im. Ltda.

100

100

45,913

18,211

27,702

25,848

1,314

(3,280)

27,702

25,654

1,314

(3,280)

Gafisa SPE 47 Emp. Im. Ltda.

80

80

37,328

6,215

31,113

29,387

(387)

(108)

24,891

25,091

(310)

(87)

Gafisa SPE 30 Emp. Im. Ltda.

100

100

36,628

18,355

18,273

17,926

(327)

190

18,273

18,599

(327)

190

Gafisa SPE 85 Emp. Im. Ltda.

80

80

98,610

71,685

26,925

30,425

4,193

(5,542)

21,540

18,186

3,354

(4,434)

Gafisa SPE 116 Emp. Im. Ltda.

50

100

64,065

97

63,968

27,303

2

(31)

31,984

17,983

1

(15)

FIT 13 SPE Emp. Imob. Ltda.

50

50

108,221

57,662

50,559

34,565

32,991

32,991

25,280

17,733

16,495

8,278

Gafisa FIDC (Nota 5 (ii))

100

100

24,328

14,870

9,458

17,260

-

-

9,458

17,466

-

-

Gafisa SPE 32 Emp. Im. Ltda.

100

100

39,494

22,740

16,754

15,673

(1,500)

(3,778)

16,754

16,522

(1,500)

(3,781)

Gafisa SPE 72 Emp. Im. Ltda.

100

100

94,602

66,997

27,605

14,537

3,178

5,720

27,605

14,892

3,178

5,744

Aram SPE Emp. Imob. Ltda

80

80

32,331

19,184

13,147

18,179

(2,982)

(2,982)

10,517

14,241

(3,530)

3,755

Costa Maggiore Emp. Im. Ltda.

50

50

21,270

1,470

19,800

24,885

1,434

1,317

9,900

12,299

717

658

Dubai Residencial Emp Im. Ltda.

50

50

27,160

8,004

19,157

25,569

(3,745)

5,579

9,578

11,908

(2,635)

2,789

Gafisa SPE 71 Emp. Im. Ltda.

80

80

48,178

29,378

18,799

12,755

(59)

(4,776)

15,040

11,537

(47)

(3,817)

Gafisa SPE 110 Emp. Im. Ltda.

100

100

50,865

36,719

14,146

11,611

2,676

4,230

14,146

11,470

2,676

4,236

Grand Park - Parque das Arvores Emp. Im. Ltda. 

50

50

60,937

46,560

14,377

22,579

(13,815)

(11,647)

7,189

11,324

(6,908)

(5,823)

SPE Pq Ecoville Emp Im S.A.

50

50

107,676

70,342

37,334

28,956

15,503

11,299

18,667

10,916

7,751

5,649

Gafisa SPE 46 Emp. Im. Ltda.

60

60

22,304

4,706

17,599

16,889

1,309

1,127

10,559

10,092

786

676

Gafisa SPE 38 Emp. Im. Ltda.

100

100

21,003

11,631

9,372

9,417

(52)

44

9,372

9,424

(52)

44

Gafisa SPE 42 Emp. Im. Ltda.

100

100

26,344

18,656

7,688

9,033

(2,570)

(1,735)

7,688

9,344

(2,570)

(1,735)

 

76


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

9.   Investments in subsidiaries--Continued 

 

(i)      Ownership interest--Continued 

 

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

 

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Income (loss) for the period

Investments (provision for capital deficiency)

Equity pick-up

Direct investees

6/30/2012

12/31/2011

06/30/2012

06/30/2012

06/30/2012

12/31/2011

06/30/2012

06/30/2011

06/30/2012

12/31/2011

06/30/2012

06/30/2011

   

 

 

   

 

 

   

 

 

Apoena SPE Emp Im S.A.

80

80

21,179

10,497

10,682

10,920

3,124

699

8,546

9,326

2,499

187

Alto da Barra de São Miguel Emp.Imob. SPE Ltda.

50

50

26,595

3,581

23,014

16,289

2,216

(8,869)

11,507

9,259

1,108

(4,434)

Gafisa SPE 70 Emp. Im. Ltda.

55

55

-

-

-

16,316

-

(182)

-

9,216

(14)

(100)

Gafisa SPE 73 Emp. Im. Ltda.

80

80

13,708

343

13,365

11,210

(2,161)

(2,030)

10,692

9,033

(1,729)

(1,624)

Gafisa SPE 36 Emp. Im. Ltda.

100

100

55,098

45,805

9,293

8,771

374

1,746

9,293

8,919

374

1,749

Parque do Morumbi Incorporadora Ltda.

80

80

28,673

18,491

10,182

7,981

4,437

2,760

8,146

7,761

3,550

2,208

Manhattan Square Emp. Imob. Coml. 1 SPE Ltda.

50

50

90,714

65,136

25,578

(711)

4,046

1,275

12,789

7,639

2,023

2,102

Jardim I Plan., Prom.Vd Ltda.

100

100

21,458

14,998

6,460

5,633

(965)

(2,227)

6,460

7,425

(965)

(2,227)

Gafisa SPE 65 Emp. Im. Ltda.

80

80

26,995

12,586

14,409

11,911

2,270

(874)

11,527

7,324

1,816

(697)

Gafisa SPE 53 Emp. Im. Ltda.

100

100

24,327

15,317

9,011

7,698

635

(1,459)

9,011

6,778

635

(1,459)

Gafisa SPE 22 Emp. Im. Ltda.

100

100

7,793

1,292

6,502

6,293

(159)

(235)

6,502

6,661

(159)

(235)

Patamares 1 Emp. Imob. Ltda

50

50

-

-

-

12,520

9,168

5,441

-

6,375

4,584

2,720

O Bosque Empr. Imob. Ltda.

60

60

9,602

163

9,439

10,001

(306)

(127)

5,663

5,847

(84)

(76)

Gafisa SPE 35 Emp. Im. Ltda.

100

100

16,810

12,245

4,565

5,083

(674)

114

4,565

5,240

(674)

115

Gafisa SPE 39 Emp. Im. Ltda.

100

100

17,053

11,842

5,211

5,146

62

411

5,211

5,149

62

412

Grand Park - Parque das Aguas Emp Im Ltda.

50

50

26,428

26,078

350

9,597

(7,809)

(11,680)

175

4,070

(3,895)

(5,840)

Gafisa SPE 37 Emp. Im. Ltda.

100

100

14,702

8,477

6,225

4,186

2,179

(405)

6,225

4,046

2,179

(406)

Gafisa SPE 118 Emp. Im. Ltda.

100

100

3,754

258

3,496

3,375

115

-

3,496

3,381

115

-

Gafisa SPE 113 Emp. Im. Ltda.

60

100

10,007

5,020

4,988

4,629

(590)

(2,826)

2,993

3,347

(354)

(1,298)

OCPC01 adjustment – capitalized interests (e)

-

-

-

-

-

-

-

-

30,448

25,035

(1)

-

Other

-

-

1,483,872

1,063,434

420,437

480,587

27,448

21,942

(53,143)

29,211

14,448

9,789

Subtotal

 

 

8,544,455

4,500,487

4,043,975

4,515,915

206,492

104,003

3,159,722

3,130,395

108,939

46,744

 

 

 

 

 

 

 

 

 

 

 

 

Other investments (a) 

 

 

 

 

 

 

 

 

235,417

298,927

 

 

Goodwill on acquisition of subsidiaries (b) 

 

 

 

 

 

 

 

 

171,604

183,113

 

 

Total investments

 

 

 

 

 

 

 

 

3,666,742

3,616,333

 

 

 

77


 
 

 

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

  Quarterly information - 06/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

9.   Investment in subsidiaries--Continued 

 

(i)      Ownership interest --Continued 

 

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

 

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Income (loss) for the period

Investments (provision for capital deficiency)

Equity pick-up

Direct investees

6/30/2012

12/31/2011

06/30/2012

06/30/2012

06/30/2012

12/31/2011

06/30/2012

06/30/2011

06/30/2012

12/31/2011

06/30/2012

06/30/2011

Provision for capital deficiency (c): 

 

 

 

 

 

 

 

 

 

 

 

 

Manhattan Square Emp. Imob. Res. 1 SPE Ltda.

50

50

190,321

216,409

(26,088)

(22,371)

(3,717)

1,275

(13,044)

(11,186)

(1,858)

(103)

Gafisa SPE 121 Emp. Im. Ltda.

100

100

10,500

12,111

(1,612)

(1,605)

(7)

(53)

(1,612)

(1,605)

(7)

-

Gafisa SPE 83 Emp. Im. Ltda.

100

100

2,717

3,972

(1,256)

(1,110)

(145)

(429)

(1,256)

(1,110)

(145)

(201)

Península SPE1 S.A.

50

50

13,039

15,015

(1,976)

(2,244)

203

(156)

(988)

(1,090)

101

(108)

GafisaSPE-117Emp.ImobiliáriosLtda.

100

100

20,514

25,450

(4,936)

834

(4,972)

(1,189)

(4,936)

834

(4,936)

(1,189)

GafisaSPE-119Emp.ImobiliáriosLtda.

100

100

7,771

10,773

(3,002)

1

(3,003)

-

(3,002)

1

(3,002)

-

Other

-

-

151,266

69,495

(14,809)

(6,043)

(567)

(13,016)

(4,199)

(5,330)

5,700

(6,403)

Total reserve for capital deficiency

 

 

396,128

353,226

(53,678)

(32,538)

(12,208)

(13,568)

(29,037)

(19,486)

(4,147)

(8,004)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity pick-up

 

 

 

 

 

 

 

 

 

 

104,792

56,649

 

(a)   As a result of the establishment in January 2008 of a unincorporated partnership (SCP), the Company holds interests in such company that as of September 30, 2012 amounts to R$234,711 (December 31, 2011 - R$298,927) - Note 14.

(b)   See composition in Note 10.

(c)   Provision for capital deficiency is recorded in account “Other payables” (Note 15).

(d)   In the year ended December 31, 2011, a transfer of units from this SCP to this Company  was made for the respective carrying value per share.

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

 

(b)    Change in investments

 

Opening balance at December 31, 2011

3,616,333

Equity pick-up

104,792

Capital contribution

16,790

Advance for future capital increase

50,831

Acquisition/sale of interest

(9,832)

Dividends receivable

(29,188)

Other investments

(63,467)

FIDC - Note 5 (ii)

(8,008)

Write-off of Cipesa goodwill for sale of land

(11,509)

Balance at September 30, 2012

3,666,742

 

78


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

10. Intangible assets

 

The intangible assets breakdown is as follows:

 

 

Company

 

12/31/2011

 

 

9/30/2012

 

Balance

Addition

Write-down

Balance

Software – Cost

43,237

13,403

(1,264)

55,375

Software – Amortization

(21,850)

(5,954)

-

(27,803)

Organization

expenditures

9,582

32,110

(22,133)

19,559

 

30,969

39,558

(23,397)

47,130

 

 

Consolidated

 

12/31/2011

 

 

9/30/2012

 

Balance

Addition

Write-down

Balance

Goodwill

 

 

 

 

AUSA (Note 9)

152,856

-

-

152,856

Cipesa (Note 9)

40,687

-

-

40,687

Provision for non-realization / Write-off – sale of land (Note 9)

(10,430)

(11,509)

-

(21,939)

 

183,113

(11,509)

-

171,604

Other intangible assets

 

 

 

 

Software – Cost

60,490

19,832

(1,990)

78,332

Software – Amortization

(27,839)

(9,168)

-

(37,007)

Organization expenditures

13,720

34,002

(22,133)

25,589

 

46,371

44,666

(24,123)

66,914

 

 

 

 

 

229,484

33,157

(24,123)

238,518

 

Other intangible assets refer to expenditures on acquisition and implementation of information systems and software licenses, amortized in five years (20% per year). 

 

Goodwill arises from the difference between the consideration and the equity of acquirees, calculated on acquisition date, and is based on the expectation of future economic benefits. These amounts are annually tested for impairment.  

 

 

79


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

11. Loans and financing

 

 

 

 

Company

Consolidated

Type of operation

Original Maturity

Annual interest rate

9/30/2012

12/31/2011

9/30/2012

12/31/2011

 

 

 

 

 

 

 

Certificate of Bank Credit –

CCB (i)

August 2013 to June 2017

1.30 % to 2.20% + CDI

717,179

775,389

853,859

937,019

Promissory notes (ii)

December 2012

125% to 126% of CDI

243,513

231,068

243,513

231,068

National Housing System (i)

October 2012 to August 2015

TR + 8.30 % to 11.50%

211,715

156,911

927,697

684,642

Assumption of debt in connection with inclusion of subsidiaries ‘debt and other

April 2013

TR + 12%

1,602

3,125

1,602

3,881

 

 

 

1,174,009

1,166,493

2,026,671

1,856,610

 

 

 

 

 

 

Current portion

 

 

512,794

721,788

952,608

1,135,543

Non-current portion

 

 

661,215

444,705

1,074,063

721,067

               

 

(i)    Funding for developments – National Housing System (SFH) and for working capital and CCB correspond to credit lines from financial institutions using the funding necessary to the development of the Company's ventures and subsidiaries.

 

On June 27, 2011, eight Certificates of Bank Credit (CCBs) were issued by the Company, totaling R$65,000. CCBs are guaranteed by 30,485,608 shares issued by Gafisa SPE-89 Empreendimentos Imobiliários S.A

 

In AUSA, eight CCBs were issued, totaling R$55,000. CCBs are guaranteed by 500,000 units issued by Alphaville Ribeirão Preto Empreendimentos Imobiliários S.A

 

Funds from the mentioned CCBs were allocated to develop residential projects. The CCBs contain restrictive covenants related mainly to the leverage and liquidity ratios of the Company. These covenants were complied with as of September 30, 2012

 

(ii)   On December 5, 2011, the public distribution with restrict efforts of the 2nd issuance of commercial promissory notes was approved in two series, the 1st in the amount of R$150,000 and the 2nd in the amount of R$80,000, totaling R$230,000. As of September 30, 2012, the issuance balance is R$243,513. The issuance count on covenants mainly related to the fulfillment of leverage and liquidity ratios of the Company. These covenants were complied with on September 30, 2012.

 

Rates

 

·   CDI - Interbank Deposit Certificate

·   TR - Referential Rate

 

The current and non-current installments fall due as follows, considering the loans and financing reclassified into short term as of December 31, 2011 by default. In March and June 2012, the Company renegotiated certain restrictive covenants and, as of September 30, 2012, is in compliance with the new covenants arising from the renegotiation. The non-current installments, which had been reclassified into current as of December 31, 2011, are reclassified into non-current, according to their maturity in the follow years ending

 

 

Company

Consolidated

Maturity

9/30/2012

12/31/2011

9/30/2012

12/31/2011

2012

321,678

721,788

546,070

1,135,543

2013

258,216

49,208

558,279

215,263

2014

335,798

163,174

553,208

222,693

2015

150,019

126,982

232,540

152,006

2016 forwards

108,298

105,341

136,574

131,105

 

1,174,009

1,166,493

2,026,671

1,856,610

 

80


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

11. Loans and financing --Continued 

 

As of September 30, 2012, the Company and its subsidiaries have credit lines approved and not used for 41 ventures amounting to R$294,967 (Company – not reviewed) and R$1,187,653 (consolidated – not reviewed).

 

Loans, financing and debentures are guaranteed by sureties of the Company, mortgage of the units, as well as collaterals of receivables, and the inflow of contracts already signed on future delivery of units amounting to R$3,973,288 as of September 30, 2012 (R$3,806,586 as of December 31, 2011).

 

The Company and its subsidiaries have restrictive covenants under certain loans and financing that limit its ability to perform certain actions, such as the issuance of debt, and that could require the early redemption or refinancing of loans if the Company does not fulfill with such covenants. The ratio and minimum and maximum amounts required under such restrictive covenants at September 30, 2012 and December 31, 2011 are disclosed in Note 12.

 

Default on CCB restrictive covenants and waiver

 

In March, April and June 2012, the Company was in default on the restrictive covenants of a CCB amounting to R$100,000 due to the corporate rating downgrade. Immediately thereafter, the Company negotiated and obtained a waiver from the financial institutions of the early redemption due to the defaults on covenants. On September 30, 2012, the Company is compliant with these covenants.

 

Financial expenses of loans, financing and debentures (Note 12) are capitalized at cost of each venture, according to the use of funds, and transferred to the statement operations based on the criteria adopted for recognizing revenue, as shown below. The capitalization rate used in the determination of costs of loans eligible to capitalization varied from 8.79% to 10.55% as of September 30, 2012 (11.61% as of December 31, 2011).

 

 

Company

Consolidated

 

9/30/2012

9/30/2011

9/30/2012

9/30/2011

 

(restated)

 

(restated)

Total financial expenses for the period

(67,420)

(28,875)

(42,375)

(30,606)

Capitalized financial charges

(80,840)

(80,045)

(175,042)

(165,349)

 

 

 

 

Financial expenses (Note 24)

(148,260)

(108,920)

(217,417)

(195,955)

 

 

 

 

Financial charges included in “Properties for sale”

 

 

 

 

 

 

 

 

Opening balance

108,450

116,287

221,814

146,541

Capitalized financial charges

80,840

80,045

175,042

165,349

Charges appropriated to income (Note 23)

(58,985)

(91,954)

(149,526)

(134,401)

 

 

 

 

Closing balance (Note 6)

130,305

104,377

247,330

177,489

 

81


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

12. Debentures

 

 

 

 

 

Company

Consolidated

Program/placement

Principal - R$

Annual interest

Original final maturity

9/30/2012

12/31/2011

9/30/2012

12/31/2011

 

 

 

 

 

 

 

Third program /first placement - Fifth placement (i)

250,000

120% of CDI

Maio 2013

132,877

253,592

132,877

253.592

Sixth placement (ii)

100,000

CDI + 1.30%

Agosto 2014

134,868

124,851

134,868

124.851

Seventh placement (iii)

600,000

TR + 10.25%

December 2014

616,074

601,234

616,074

601.234

Eighth placement /first placement (v)

288,427

CDI + 1.95%

October 2015

299,820

293,819

299,820

293.819

Eighth placement / second placement (v)

11,573

IPCA + 7.96%

October 2016

13,950

12,680

13,950

12.680

First placement (Tenda) (iv)

600,000

TR + 8.47%

OUtubro 2015

-

-

625,785

613.024

 

 

 

 

1,197,589

1,286,176

1,823,374

1.899.200

 

 

 

 

 

 

 

Current portion

 

 

 

314,517

1,286,176

465,425

1.899.200

Non-Current portion

 

 

879.324

883,072

-

1,357,949

               

 

Current and non-current installments fall due as follows, considering the balances reclassified into current as of December 31, 2011 by default. In March and June 2012, the Company renegotiated certain restrictive covenants and, in September 30, 2012, is in compliance with the new covenants arising from the renegotiation. The non-current installments, which had been reclassified into current as of December 31, 2011, are reclassified into non-current as of September 30, 2012, according to their maturity as follows:

 

 

Company

Consolidated

Maturity

9/30/2012

12/31/2011

9/30/2012

12/31/2011

2012

35,811

1,286,176

111,766

1,899,200

2013

424,831

-

574,661

-

2014

579,713

-

779,713

-

2015

150,000

-

350,000

-

2016 onwards

7,234

-

7,234

-

 

1,197,589

1,286,176

1,823,374

1,899,200

 

(i)      On May 16, 2008, the Company obtained approval for its 3rd Debenture Placement Program, which allows it to place R$1,000,000 in simple debentures with a general guarantee maturing in five years.

 

Under the 3rd Debenture Placement Program, the Company placed a series of 25,000 debentures in the total amount of R$250,000. On April 26, 2012, the Company set the conditions for the scheduled price adjustment, as provided for in the indenture, which was not accepted by 12,138 debenture holders; accordingly, the Company acquired on May 5, 2012 all debentures from those who did not accept the fixed conditions for R$123,192.

 

(ii)     On August 12, 2009, the Company obtained approval for its 6th Placement of non-convertible simple debentures in two series, which have general guarantee, maturing in two years and unit face value at the issuance date of R$10,000, totaling R$250,000. In May 2010, the Company amended this indenture, changing the maturity from four to ten months. In October 2010, the Company carried out the early redemption of the first series of this placement in the amount of R$150,000.

 

(iii)    On November 16, 2009, the Company obtained approval for its 7th Placement of nonconvertible simple debentures in a single and undivided lot, sole series, secured by a floating and additional guarantee, in the total amount of R$600,000, maturing in five years.

 

(iv)    On April 14, 2009, the subsidiary Tenda obtained approval for its 1st Debenture Placement Program, which allowed it to place up to R$600,000 in non-convertible simple subordinated debentures, in a single and undivided lot, secured by a floating and additional guarantee, with semi-annual amortizations between October 1, 2012 and October 1, 2015. The funds raised through the placement shall be exclusively used in the finance of real estate ventures focused only in the popular segment.

 

(v)     On September 17, 2010, the Company obtained approval for its 8th Placement of nonconvertible simple debentures, in the amount of R$300,000, in two series, the first maturing on October 15, 2015, and the second on October 15, 2016.

 

The Company has restrictive debenture covenants which limit its ability to perform certain actions, such as the issuance of debt, and that could require the early redemption or refinancing of loans if the Company does not fulfill these.

 

As mentioned in Note 4.2, the balance of cash in guarantee to loans in investment funds in the amount of R$40,839 at September 30, 2012 (R$59,497 as of December 31, 2011) is pledged to cover the ratio of restrictive debenture covenants.

82


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

12. Debentures--Continued 

 

The actual ratios and minimum and maximum amounts stipulated by these restrictive covenants at September 30, 2012 and December 31, 2011 are as follows:

 

 

9/30/2012

12/31/2011

Fifth placement (b)

 

 

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

n/a

78.79%

Total account receivable plus inventory of finished units required to be equal to or 2.2 times over debt

2.22 times

n/a

Total account receivable plus inventory of finished units required to be equal to or 2.2 times over net debt

n/a

3,48 times

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

16.90%

32.94%

 

 

 

Seventh placement (a)

 

 

The quotient of the division of EBIT(2) by the net financial expense shall be lower than 1.3, EBIT being positive at all times

n/a

3.25 times

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

24.39 times

14.27 times

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

16.08%

31.8%

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

1.92 times

1.74 times

 

 

 

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

 

 

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

19.14 times

14.27 times

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

16.08%

31.8%

 

 

 

First placement – Tenda (a)

 

 

The EBIT (2) shall be 1.3 times over the net financial expense or equal to or lower than zero and EBIT higher than zero

n/a

39.35 times

The debt ratio, calculated as total account receivable plus inventory, divided by net debt less venture debt with general guarantee, must be > 2 or < 0, where TR (4) + TE (5) is always > 0

-3.56

-6.5

The Maximum Leverage Ratio, calculated as total debt less general guarantees divided by equity, must not exceed 50% of equity.

-42.95%

-40.83%

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

5.20 times

2.57 times

 

(1)   Cash and cash equivalents and short-term investments refer to cash and cash equivalents, short-term investments, cash in guarantee to loans, and restricted credits.

(2)   EBIT refers to earnings less selling, general and administrative expenses plus other net operating income.

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

(4)   Total receivables.

(5)   Total inventory.

n/a These ratios were replaced, as mentioned in Notes (a) and (b) below.

83


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

12. Debentures—Continued 

 

As of December 31, 2011, the Company exceeded what was provided for in the restrictive covenants of the First Placement of Tenda and the Seventh Placement of Gafisa because of the EBIT was lower than zero, and of the Fifth Placement of Gafisa because of the ratio was higher than 75% of equity.

 

(a)    On March 13, 2012, at the Debenture holders’ Meeting, the following resolutions were approved for the First Placement of Tenda and the Seventh Placement of Gafisa:

 

1.      Approval of a new definition of the Coverage Ratio of the Debt Service, thus amending the wording of line (n) of item 6.2.1 of the Indenture as follows:

 

6.2.1.

(...)

(n) the non-compliance with the Coverage Ratio of the Debt Service, calculated according to the formula below, and determined based on the audited or reviewed consolidated financial statements of the Issuer for each quarter until (and including) the quarter ended March 31, 2014:

 

Total Receivables + Unappropriated Income + Total Inventory > 1.5

Net Debt + Properties Payable + Unappropriated Cost

 

 

 

 

84


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

2.      Approval of the fixed percentage, as provided for in Covenant 4.4.5 of the Indenture, from 130% to 145% (First Placement of Tenda) and 125% (Seventh Placement of Gafisa).

 

 

3.      As condition to the approval of the above items, for the First Placement of Tenda, the Company shall present the approval of the personal guarantee by the Board of Directors of Gafisa, attested by the presentation of the minutes of the Board of Directors Meeting duly registered and published in the appropriated authorities, where the Parties shall amend the Indenture.

 

 

 

85


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

12. Debentures—Continued 

 

(b)    On March 28, 2012, the Debenture Holders’ Meeting approved the following resolutions on the Fifth Placement of Gafisa:

 

I.    Amend the formula provided in line “m” of item 4.12.1 of the Covenant Four of the Indenture, which will have a new wording, as mentioned below, so that the calculation of the financial ratios provided for in the Indenture for the first quarter of 2012 is made by adopting the new methodology “m), by the Issuer, while there are Debentures outstanding, with the following financial ratios and limits (“Financial Ratios and Limits”):

 

1.   {Total Debt – (Venture Debts Cash and Cash Equivalents Short term investments)} ≤ 75%;

                                   Equity       

 

2.   {Total Receivables + Inventory of Finished Properties } ≥ 2.2 or < 0;

                           Total Debt     

 

A.  For the purposes of the provisions of line (m) above:

 

(...)

 

(c)   “Venture Debt” – the sum of all contracts for purpose of funding the construction and which funds provided by the National Housing System (SFH) or the Severance Indemnity Fund for Employees (FGTS). Accordingly: Venture Debt = SFH Debt + FGTS Debt”.

 

II.   Amend the interest of Debenture provided for in item 4.9.1 of the Covenant Four of the Indenture to 120% of CDI, so that the new wording of this item is as follows, and the new interest shall be effective from March 30, 2012, according to the DI released by the CETIP:

 

“4.9.1. Debentures will entitle to the payment of interest equivalent to the accumulation of 120% (one hundred and twenty per cent) of the daily average rates of one-day Interbank Deposits (DI), Extra Group, expressed as a percentage per year, based on 252 (two hundred fifty two) working days, calculated and released by CETIP.”

 

On September 27, 2012, a General Meeting of Debenture Holders was held and approved the following resolutions regarding the 1st Tenda Issue:

 

 

86


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

                 I.       Alter the composition and verification criteria for the Guaranteed Percentage such that of the amount of 145% of the Guaranteed Percentage, at least 100% is composed of Performed Credit Rights, that is, those receivables originated in Elligible Developments the construction of which has been concluded and the respective certificate of occupancy has been issued.

12. Debentures--Continued 

 

               II.       Estabelish the new criteria for the calculation of the coupon, considering na incresae in the rates used for its calculation, from 8,16% to 10,25% p.a. to 9% to 11% p.a. The new parameter of Coupon percentages shall be adopted as of the next Issue capitalization period, to wit, counting from October 1, 2012.

 

              III.       Alter the amortization payment schedule, with the subsequente extension of the Issue term for an additional 18 (eighteen) months, with the ammortization flow amended to the following dates: October 1, 2012, R$50,000; April 1, 2013, R$75,000; October 1, 2013, R$75.000; April 1, 2014, R$100,000; October 1, 2014, R$100,000; April 1, 2015, R$100,000; October 1, 2015, R$100,000.

 

13. Obligations assumed on assignment of receivables

 

The Company’s transactions of assignment of receivables portfolio, described in Notes 5 (iii) to 5(vii) are as follows

 

 

Company

Consolidated

 

9/30/2012

12/31/2011

9/30/2012

12/31/2011

 

 

 

 

 

Assignment of receivables:

 

 

 

 

CCI obligation Jun/09 - Note 5(iii)

-

-

16,853

24,791

CCI obligation Jun/11 - Note 5(iv)

34,708

46,283

110,787

169,793

CCI obligation Sep/11 - Note 5(v)

9,493

171,210

9,493

188,191

CCI obligation Dec/11 - Note 5(vi)

16,768

47,505

26,024

72,384

CCI obligation May/12 - Note 5(vii)

15,716

-

32,861

-

CCI obligation Aug/12 – Note 4 (viii)

10,478

-

14,559

-

Other

27,943

31,911

42,232

46,812

 

115,106

296,909

252,809

501,971

 

 

 

 

Current portion

28,317

32,567

58,667

70,745

Non-current potion

86,789

264,342

194,142

431,226

 

These transactions have right of recourse and, accordingly, are classified into a separate account in current and non-current liabilities

 

 

87


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

14. Payables to venture partners

 

 

Company

Consolidated

 

9/30/2012

12/31/2011

9/30/2012

12/31/2011

 

 

 

 

 

Payable to venture partners (a)

200,000

300,000

261,290

401,931

Usufruct of shares (b)

38,560

39,963

62,908

71,255

 

 

 

 

 

238,560

339,963

324,198

473,186

 

 

 

 

Current portion

113,932

139,907

156,773

219,796

Non-current portion

124,628

200,056

167,425

253,390

 

 

(a)   In relation to the individual financial statements, in January 2008, the Company formed an unincorporated venture (SCP), the main objective of which is to hold interest in other real estate development companies, as mentioned in Note 9 (i) (a). As of September 30, 2012, the SCP received contributions of R$213,084 (represented by 13,084,000 Class A units of interest fully paid-in by the Company and 200,000,000 Class B units of interest from the other venture partners). The SCP will preferably use these funds to acquire equity investments and increase the capital of its investees. As a result of this operation, due to the prudence and considering that the decision to invest or not is made jointly by all members, thus independent from Company management decision, as of September 30, 2012 payables to venture partners were recognized in the amount of R$200,000, maturing on January 31, 2014. The venture partners receive an annual declared dividend substantially equivalent to the variation in the Interbank Deposit Certificate (CDI) rate; as of September 30, 2012, the amount accrued totaled R$2,532. The SCP's charter provides for the compliance with certain covenants by the Company, in its capacity as lead partner, which include the maintenance of minimum indices of net debt and receivables. At a meeting of the venture partners held on February 2, 2012, they decided to reduce the SCP capital by 100,000,000 Class B units and, as consequence of this resolution, the SCP paid R$100,000 to the partners that held such units. As of September 30, 2012, the SCP and the Company is in compliance with these clauses

 

In the consolidated financial statements, in April 2010, the subsidiary Alphaville Urbanismo S.A. paid-in the capital of an entity, the main objective is the holding of interest in other companies, which shall have as main objective the development and carrying out of real estate ventures. As of September 30, 2012, this entity subscribed capital and paid-in capital reserve amounting to R$161,720 (comprising 81,719,641 common shares held by the Company and 80,000,000 preferred shares held by other shareholders). As a result of this transaction, due to prudence and taking into consideration the rights to which the holders of preferred shares are entitled, such as payment of fixed dividends and redemption, as of September 30, 2012, payables to investors/venture partners are recognized at R$58,759 (net of the payment mentioned below), with final maturity on March 31, 2014. The preferred shares shall pay cumulative fixed dividends, substantially equivalent to the variation of the General Market Prices Index (IGP-M) plus 7.25% p.a. As of September 30, 2012, the balance accrued amounts to R$5,427. The Company’s articles of incorporation sets out that certain matters shall be submitted for approval from preferred shareholders through vote, such as the rights conferred by such shares, increase or reduction in capital, use of profits, set up and use of any profit reserve, and disposal of assets. On April 2, 2012, the Company paid R$26,667 to partners who hold preferred shares. As of September 30, 2012, the Company is in compliance with the above-described clauses

 

Dividends are reclassified as financial expenses in the financial statements

 

(b)   As part of the funding through issuance of Certificates of Bank Credit– CCB, described in Note 11, the Company and subsidiary AUSA entered into a paid usufruct agreement in connection with 100% of the preferred shares in SPE-89 Empreendimentos Imobiliários S.A. and Alphaville Ribeirão Preto Empreendimentos Imobiliários S.A., for a period of six years, having raised R$45,000 and R$35,000, respectively, recorded based on effective interest method of amortization in the statement of operations. As of September 30, 2012, the total amount of dividends paid to partners who hold preferred shares was R$13,400 and R$8,600, respectively.

 

15. Other obligations

 

 

Company

Consolidated

 

9/30/2012

12/31/2011

9/30/2012

12/31/2011

 

 

 

 

Acquisition of interests

2,286

2,286

21,393

20,560

Provision for penalties for delay in

construction works

8,130

12,675

50,021

51,211

Cancelled contract payable

5,718

3,662

59,790

88,279

FIDC payable (a)

-

-

14,870

2,950

Provision for warranty

27,735

25,009

64,996

53,715

Deferred sales taxes (PIS and COFINS)

33,370

29,596

35,558

137,074

Provision for net capital deficiency (Note 9)

29,037

19,486

-

-

Other liabilities

29,906

42,548

56,593

63,282

 

 

 

 

 

 

136,182

135,262

303,221

417,071

 

 

 

 

 

Current portion

91,374

98,773

193,136

274,214

Non-current portion

44,808

36,489

110,085

142,857

 

(a)   Refers to the operation on assignment of receivables portfolio - Note 5(ii).

88


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

16. Provisions for legal claims and commitments

 

The Company and its subsidiaries are parties to lawsuits and administrative claims at various courts and government agencies that arise from the ordinary course of business, involving tax, labor, civil lawsuits and other matters. Management, based on information provided by its legal counsel and analysis of the pending claims and, with respect to the labor claims, based on past experience regarding the amounts claimed, recognized a provision in an amount considered sufficient to cover probable losses.

 

In the period ended September 30, 2012, the changes in the provision are summarized as follows:

 

Company

Civil claims (i)

Tax claims (ii)

Labor claims (iii)

Total

Balance at December 31, 2011

91,735

1,894

14,968

108,597

Additional provision

24,919

14

12,938

37,871

Payment and reversal of provision not settled

(12,805)

(968)

(10,777)

(24,550)

Balance at September 30, 2012

103,849

940

17,129

121,918

 

 

 

 

Current portion

29,153

940

17,129

47,222

Non-current portion

74,696

-

-

74,696

 

Consolidated

Civil claims (i)

Tax claims (ii)

Labor claims (iii)

Total

Balance at December 31, 2011

114,177

15,852

39,760

169,789

Additional provision

40,819

25

27,245

68,089

Payment and reversal of provision not settled

(22,758)

(774)

(16,197)

(39,729)

Balance at September 30, 2012

132,238

15,103

50,808

198,149

 

 

 

 

 

Current portion

29,153

940

17,129

47,222

Non-current portion

103,085

14,163

33,679

150,927

 

89


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

(a)    Civil, tax and labor claims

 

As of September 30, 2012, the provisions related to civil claims include R$74,696 related to lawsuits in which the Company is included as successor in enforcement actions and in which the original debtor is a former shareholder of Gafisa, Cimob Companhia Imobiliária (“Cimob”), among other companies. The plaintiff understands that the Company should be liable for the debts of Cimob. Some lawsuits, amounting to R$6,237, are backed by guarantee insurance; in addition, there are judicial deposits amounting to R$61,157, in connection with the restriction of the usage of the Gafisa’s bank account; and there is also the restriction referring to the use of Gafisa’s treasury stock to guarantee the enforcement as well.

 

90


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

16. Provisions for legal claims and commitments--Continued 

 

(a)    Civil, tax and labor claims--Continued 

 

The Company is filing appeals against all decisions, as it considers that the inclusion of Gafisa in the claims is legally unreasonable; these appeals aim at releasing amounts and obtaining the recognition that it cannot be held liable for the debt of a company that does not have any relationship with Gafisa. The final decision on the Company’s appeal, however, cannot be predicted at present.

 

(i)     The subsidiary AUSA is a party to legal and administrative claims related to Excise Tax (IPI) and State VAT (ICMS) on two imports of aircraft in 2001 and 2005, respectively, under leasing agreements without purchase option. The likelihood of loss in the ICMS case is rated by legal counsel as (i) Probable in regard to the principal and interest, and (ii) Remote in regard to the fine for noncompliance with accessory liabilities. The amount of contingency, rated by legal counsel as a probable loss, amounts to R$12,217 and is provisioned at September 30, 2012.

 

(ii)    As of September 30, 2012, the Company was subject to labor lawsuits, which had the most varied characteristics and at various court levels and is awaiting judgment. These claims corresponded to a total maximum risk of R$186,261. Based on the opinion of the Company’s legal counsel and the expected favorable outcome, and on the negotiation that shall be made, the provisioned amount is considered sufficient by management to cover expected losses.

 

As of September 30, 2012, the Company and its subsidiaries have judicially deposited the amount of R$101,530 (R$85,702 as of December 31, 2011) in the Company’s interim financial information, and R$130,768 (R$108,436 as of December 31, 2011) in the consolidated interim financial information (Note 7) in connection with the aforementioned legal claims.

 

 

 

91


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

16. Provisions for legal claims and commitments--Continued 

 

(a)    Civil, tax and labor claims --Continued 

 

(iii)   Environmental risk

 

There are various environmental laws at the federal, state and municipal levels. These environmental laws may result in delays for the Company in connection with adjustments for compliance and other costs, and impede or restrict ventures. Before acquiring a land, the Company assesses all necessary and applicable environmental issues, including the possible existence of hazardous or toxic materials, residual substance, trees, vegetation and the proximity of the land to permanent preservation areas. Therefore, before acquiring land, the Company obtains all governmental approvals, including environmental licenses and construction permits.

 

In addition, the environmental legislation establishes criminal, civil and administrative sanctions to individuals and legal entities for activities considered as environmental infringements or offense. The penalties include the stop of development activities, loss of tax benefits, confinement and fines.

 

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

 

In addition, as of September 30, 2012, the Company and its subsidiaries are aware of other claims and civil, labor and tax risks. According to the opinion of the legal counsel, the likelihood of loss is rated as possible, in the amount of R$694,309 (R$489,549 as of December 31, 2011), based on average past outcomes adjusted to current estimates, for which the Company’s Management believes it is not necessary to recognize a provision for occasional losses. The change in the period was caused by the higher volume of lawsuits with smaller amounts and review of the involved amounts.

 

     

Consolidated

Civil claims

Tax claims

Labor claims

Total

505,185

52,885

136,239

694,309

 

 

 

 

 

 

 

92


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

16. Provisions for legal claims and commitments--Continued 

 

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

 

The Company and its subsidiaries are committed to deliver real estate units that will be built in exchange for the acquired land, and to guarantee the release of financing, in addition to guaranteeing the installments of the financing to clients over the construction period.

 

The Company is also committed to completing units sold and to comply with the Laws regulating the civil construction sector, including the obtainment of licenses from the proper authorities, and compliance with the terms for starting and delivering the ventures, being subject to legal and contractual penalties.

 

As described in Note 4.2, at September 30, 2012, the Company and its subsidiaries have restricted financial investments which will be released at the extent the guarantee indexes described in Note 4.2 are met, which include the receivables pledged in guarantee of 120% of the debt outstanding.

 

(c)    Commitments 

 

In addition to the commitments mentioned in Notes 6, 9, 11 and 12, the Company has the following other commitments:

 

(i)     The Company has contracts for the rental of 28 properties real estates where its facilities are located, the monthly cost amounting to R$1,123 adjusted by the IGP-M/FGV variation. The rental term is from 1 to 10 years and there is a fine in case of cancelled contracts corresponding to three-month rent or in proportion to the contract expiration time.

 

(ii)    As of September 30, 2012, the Company, through its subsidiaries, has long-term obligations in the amount of R$32,364 (R$24,858 as of December 31, 2011), related to the supply of the raw material used in the development of its real estate ventures.

 

(iii)   As mentioned in Note 9, the Company informs that the amount negotiated to acquire the remaining 20% interest in the capital stock of AUSA amounts to R$359 million, which will be settled through the issuance of Gafisa (parent company) shares estimated at 70,251,551 common shares. The number of shares that shall be issued to settle this transaction is being decided at an arbitration process initiated by the non-controlling shareholders of AUSA.

 

 

93


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

17. Obligations for purchase of properties and advances from customers

 

 

Company

Consolidated

 

9/30/2012

12/31/2011

9/30/2012

12/31/2011

 

 

 

 

 

Obligations for purchase of properties

147,617

203,284

365,614

493,176

Adjustment to present value

(2,644)

(4,433)

1,073

(4,034)

Advances from customers

 

 

 

 

Development and sales - Note 5(i)

39,205

57,297

147,675

215,042

Barter transaction - Land (Note 6)

21,418

30,111

51,096

83,506

 

 

 

 

 

 

205,596

286,259

565,458

787,690

 

 

 

 

 

Current portion

158,224

232,792

451,129

610,555

Non-current portion

47,372

53,467

114,329

177,135

 

 

18. Equity 

 

18.1.  Capital

 

As of September 30, 2012, the Company's authorized and paid-in capital amounts to R$2,734,159 (R$2,734,157 as of December 31, 2011), represented by  432,872,285  registered common shares (432,699,559 as of December 31, 2011) without par value, of which 599,486 were held in treasury.

 

In May 2012, a capital increase was approved in the amount of R$2 with the issuance of 172,726 new common shares.

 

 

94


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

In the period ended September 30, 2012, there was no change in common shares held in treasury.

 

Treasury shares - 09/30/2012

Type

GFSA3 common

R$

%

R$ thousand

R$ thousand

Acquisition date

Number

Weighted average price

% - on shares outstanding

Market value

Carrying amount

11/20/2001

599,486

2.8880

0.14%

2,674

1,731

 

 

(*)   Market value calculated based on the closing share price at September 30, 2012 of R$4,45, not considering volatilities.

 

The Company holds shares in treasury in order to guarantee the performance of claims (Note 16).

 

 

95


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

18. Equity --Continued 

 

18.1.  Capital --Continued 

 

 

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

                                                                                                                                                                           

 

Common shares - In thousands

December 31, 2011

432,099

Treasury shares

600

Authorized shares at December 31, 2011

432,699

 

 

Exercise of stock option

173

 

 

Authorized shares at September 30, 2012

432,872

 

 

Weighted average shares outstanding

432,197

 

 

18.2.  Allocation of income for the year

 

According to the Company’s by-laws, net income for the year is allocated as follows: (i) 5% to legal reserve, reaching up to 20% of capital stock or when the legal reserve balance plus that of capital reserves is in excess of 30% of capital stock, and (ii) 25% of the remaining balance to pay mandatory dividends.

 

 

18.3.  Stock option plan

 

Expenses for granting stocks recorded under the account “general and administrative expenses” (Note 23) in the period ended September 30, 2012 and 2011 are as follows:

 

 

9/30/2012

9/30/2011

   

Gafisa

14,363

9,946

Tenda

434

1,659

 

14,797

11,605

 

 

Alphaville

8,405

1,184

 

23,202

12,789

 

 

 

96


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

18. Equity --Continued 

 

18.3.  Stock option plan--Continued 

 

(i)    Gafisa 

 

To price the options granted, Company uses the Binomial and Monte Carlo models.

 

There are currently four active stock option programs that abide by the rules established in the Company’s Stock Option Plan.

 

On August 20, 2012, a stock option program was approved with grants of  2,010,548 options. In addition, the substitution of 9,264,253 options from previous programs for 5,628,500 options granted under this new program was approved.

 

The increased fair value as a resulto f these modifications is R$4,277. The premisses used in recording the stock option programs were: expected volatility of 40% p.a., expected dividends of 1.90% of the risk-free interest rate or 7.85% and issue price of R$2.73 per option.

 

The Company and its subsidiaries record the amounts received from employees participating in the stock option plans (due to exercising options) in an account of advances in liabilities. In the period ended September 30, 2012, the balance of advances received was R$1,634. No advances were received in the year ended December 31, 2011.

 

As of September 30, 2012 and December 31, 2011, the changes in the number of stock options and corresponding weighted average prices are as follows:

 

 

9/30/2012

12/31/2011

 

Number of options

Weighted average exercise price (Reais)

Number of options

Weighted average exercise price (Reais)

Options outstanding at the beginning of the year

16,634,974

9,81

8,787,331

11,97

Options granted

7,639,048

1,66

12,855,000

10,60

Options exercised (i)

(172,726)

0,01

(1,184,184)

12,29

Options substituted

(9,264,253)

8,28

 

 

Options expired

(579,774)

7,71

(36,110)

8,12

Options forfeited

(4,109,523)

7,38

(3,787,063)

13,88

 

 

 

 

 

Options outstanding at the end of the period

10,147,746

2,44

16,634,974

8,94

 

 

 

 

 

Options exercisable at the end of the year

211,986

7,71

1,991,712

9,81

 

(i)    In the period ended September 30, 2012, the amount received through exercised options was R$1,636 (R$4,959 in the year ended December 31, 2011).

97


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

18. Equity --Continued 

 

18.3.  Stock option plan--Continued 

 

(i)    Gafisa--Continued 

 

The analysis of prices as of September 30, 2012 and December 31, 2011 is as follows:

 

 

In Reais

 

 

2012

2011

 

 

Exercise price per option at the end of the period/year

7.71

4.57-22.79

 

 

Weighted average exercise price at the option grant date

2.44

9.03

 

 

Weighted average market price per share at the grant date

7.76

10.03

 

 

Market price per share at the end of the period/year

4.46

4.12

 

 

 

98


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

The options granted will provide to their holders the right to subscribe the Company's shares, after completing one to five years of employment with the Company (strict conditions on exercise of options), and will expire in up to ten years from the grant date.

 

The dilution percentage at September 30, 2012 was 0.51% corresponding to a loss of R$(0.059).

 

In the period ended September 30, 2012, the Company recognized the amounts of R$14,363 (Company) and R$23,202 (consolidated) (Note 23), as operating expenses. The amounts recognized in the Company are recorded in capital reserve in equity.

 

 

 

99


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

18. Equity --Continued 

 

18.3.  Stock option plan--Continued 

 

(ii)   Tenda 

 

Due to the acquisition by Gafisa of the total shares outstanding issued by Tenda, the stock option plans related to Tenda shares were transferred to Gafisa, responsible for share issuance. As of September 30, 2012, the amount of R$14,638, related to the reserve for granting options of Tenda is recognized under the account “Intercompany” of Gafisa.

 

In the period ended September 30, 2012 Tenda recorded stock option plan expenses amounting to R$434 (R$1,659 as of September 30, 2011).

 

 

(iii)  AUSA 

 

The subsidiary AUSA has four active stock option plans in Phantom Stocks models.

 

As the controller does not have shares traded on the stock exchange, it prices its shares according to the valuation of the company.

 

 

100


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

As of September 30, 2012 and December 31, 2011, the changes in the number of stock options and their corresponding weighted average exercise prices for the year are as follows:

 

 

2012

2011

 

Number of

Options

Weighted average exercise price (Reais)

Number of

options

Weighted average exercise price (Reais)

Options outstanding at the beginning of the period/year

1,629,000

10.48

1,932,000

8.01

Options granted

-

-

364,000

10.48

Options exercised

(210,000)

10.48

(133,000)

7.81

Options forfeited /sold

(36,000)

10.48

(534,000)

7.61

Options outstanding at the end of the period/year

1,383,000

10.48

1,629,000

10.48

 

The dilution percentage at September 30, 2012 was 0.0005%, corresponding to earnings per share after dilution of R$0.511990 (R$0.511988 before dilution).

 

 

AUSA recorded expenses for the stock option plan amounting to R$8,405, including R$7,403 related to the adjustment of the balance paid to beneficiaries in the amount of R$13,462 in the period ended September 30, 2012 (R$1,184 on September 30, 2011).

 

101


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

19. Income and social contribution taxes

 

(i)      Current income and social contribution taxes

 

The reconciliation of the effective tax rate for the periods ended September 30, 2012 and 2011 is as follows:

 

 

Consolidated

 

9/30/2012

9/30/2011

 

 

(restated)

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

54,348

(154,289)

Income tax calculated at the applicable rate - 34%

(18,478)

52,458

Net effect of subsidiaries whose taxable profit is calculated as a percentage of gross sales

62,670

32,264

Tax losses carryforwards (used)

(3,708)

-

Stock option plan

(7,889)

(3,946)

Other permanent differences

9,501

(4,505)

Charges on payables to venture partners

(3,432)

(1,097)

Tax benefits not recognized

(85,647)

(22,604)

(46,983)

52,570

Effective rate of income and social contribution taxes

-

34%

Tax expenses - current

(36,612)

(37,852)

Tax revenues/expenses - deferred

(10,371)

90,422

 

(ii)     Deferred income and social contribution taxes

 

The Company recognized tax assets on losses on income and social contribution taxes carryforwards for prior years, which have no expiration, and for which offset is limited to 30% of annual taxable profit, to the extent the taxable profit is likely to be available for offsetting temporary differences, based on the assumptions and conditions established in the business model of the Company

 

The initial recognition and subsequent estimates of deferred income tax are carried out when it is probable that a taxable profit for the following years will be available to be used to offset the deferred tax asset, based on projections of results prepared and on internal assumptions and future economic scenarios that enable its total or partial use should a full credit be recognized. As of September 30, 2012 and December 31, 2011, the Company did not recognize any deferred tax assets calculated on the tax loss. In the period ended September 30, 2012, there was no change in the retained earnings scenario.

 

 

 

102


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

19. Income and social contribution taxes --Continued 

 

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

 

As of September 30, 2012 and December 31, 2011, deferred income and social contribution taxes are from the following sources:

 

 

Company

Consolidated

 

9/30/2012

12/31/2011

9/30/2012

12/31/2011

Assets

 

 

 

 

Provisions for legal claims

41,452

36,923

67,371

57,728

Temporary differences – PIS and COFINS deferred

14,312

17,274

27,869

35,755

Provisions for realization of non-financial assets

1,873

11,981

17,628

31,672

Temporary differences – CPC adjustment

21,437

45,103

34,504

85,865

Other provisions

41,683

41,995

126,145

102,002

Income and social contribution tax loss carryforwards

97,074

69,055

301,241

247,872

Tax credits from downstream acquisition

18,978

8,793

18,978

8,793

Tax benefits not recognized

(183,497)

(150,079)

(468,462)

(343,982)

 

53,312

81,045

125,274

225,705

 

 

 

 

Liabilities

 

 

 

 

Negative goodwill

(91,323)

(90,101)

(96,347)

(95,125)

Temporary differences –CPC adjustment

(3,756)

(14,862)

(3,756)

(14,862)

Differences between income taxed on cash basis

and recorded on an accrual basis

(22,159)

(42,883)

(118,544)

(198,720)

 

(117,238)

(147,846)

(218,647)

(308,707)

 

 

 

 

Total net

(63,926)

(66,801)

(93,373)

(83,002)

 

20. Financial instruments

 

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

 

 

103


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

20. Financial instruments --Continued 

 

(i)    Risk considerations

 

a)    Credit risk

 

The Company and its subsidiaries restrict their exposure to credit risks associated with cash and cash equivalents, investing in financial institutions considered highly rated and in short-term securities.

 

With regards to account receivable, the Company restricts its exposure to credit risks through sales to a broad base of customers and ongoing credit analysis. Additionally, there is no history of losses due to the existence of liens for the recovery of its products in the cases of default during the construction period. As of September 30, 2012 and December 31, 2011, there was no significant credit risk concentration associated with clients.

 

b)    Derivative financial instruments

 

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

 

The Company holds derivative instruments to mitigate its exposure to index and interest volatility recognized at their fair value directly as part of the year income. Pursuant to its treasury policies, the Company does not own or issue derivative financial instruments other than for hedging purposes.

 

 

 

104


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

20. Financial instruments --Continued 

 

(i)    Risk considerations--Continued 

 

b)    Derivative financial instruments --Continued 

 

As of September 30, 2012, the Company had derivative contracts for hedging purposes in relation to interest fluctuations, with final maturity from September 2012 and June 2017. The derivative contracts are as follows:

 

Consolidated

 

 

Reais

Percentage

Validity

Gain (loss) not realized by derivative instruments - net

Swap agreements (Fixed for CDI)

Face value

Original Index

Swap

Beginning

End

9/30/2012

12/31/2011

 

 

 

 

 

 

 

 

Banco Votorantim S.A.

90,000

Fixed 12.1556%

CDI 0.31%

6/15/2011

12/19/2011

-

(16)

Banco Votorantim S.A.

90,000

Fixed 13.0074%

CDI 0.31%

12/19/2011

3/30/2012

-

505

Banco Votorantim S.A.

90,000

Fixed 12.3600

CDI 0.31%

3/30/2012

9/28/2012

-

856

Banco Votorantim S.A.

90,000

Fixed 12.7901%

CDI 0.31%

9/28/2012

3/28/2013

2,078  

815

Banco Votorantim S.A.

90,000

Fixed 12.0559%

CDI 0.31%

3/28/2013

9/30/2013

1,648

238

Banco Votorantim S.A.

90,000

Fixed 14.2511%

CDI 2.41%

9/30/2013

3/28/2014

1,094

117

Banco Votorantim S.A.

67,500

Fixed 12.6190

CDI 0.31%

3/28/2014

9/30/2014

880

251

Banco Votorantim S.A.

67,500

Fixed 15.0964%

CDI 2.41%

9/30/2014

3/30/2015

798

297

Banco Votorantim S.A.

45,000

Fixed 11.3249%

CDI 0.31%

3/30/2015

30/9/2015

207

(54)

Banco Votorantim S.A.

45,000

Fixed 14.7577%

CDI 2.41%

9/30/2015

3/31/2016

324

97

Banco Votorantim S.A.

22,500

Fixed 10.7711%

CDI 0.31%

3/31/2016

9/30/2016

25

(55)

Banco Votorantim S.A.

22,500

Fixed 17.2387%

CDI 2.41%

9/30/2016

3/30/2017

326

167

Banco Votorantim S.A.

110,000

Fixed 12.3450%

CDI 0.2801%

6/28/2011

12/29/2011

-

112

Banco Votorantim S.A.

110,000

Fixed 13.3385%

CDI 0.2801%

12/29/2011

6/20/2012

-

1,316

Banco Votorantim S.A.

110,000

Fixed 12.4481%

CDI 0.2801%

6/20/2012

12/20/2012

2,381

1,074

Banco Votorantim S.A.

110,000

Fixed 12.8779%

CDI 0.2801%

12/20/2012

6/20/2013

2,537

836

Banco Votorantim S.A.

110,000

Fixed 12.1440

CDI 0.2801%

6/20/2013

12/20/2013

1,802

324

Banco Votorantim S.A.

110,000

Fixed 14.0993%

CDI 1.6344%

12/20/2013

6/20/2014

1,527

324

Banco Votorantim S.A.

82,500

Fixed 11.4925%

CDI 0.2801%

6/20/2014

12/22/2014

667

19

Banco Votorantim S.A.

82,500

Fixed 13.7946%

CDI 1.6344%

12/22/2014

6/22/2015

758

284

Banco Votorantim S.A.

55,000

Fixed 11.8752%

CDI 0.2801%

6/22/2015

12/21/2015

320

(64)

Banco Votorantim S.A.

55,000

Fixed 14.2672%

CDI 1.6344%

12/21/2015

6/20/2016

458

213

Banco Votorantim S.A.

27,500

Fixed 11.1136%

CDI 0.2801%

6/20/2016

12/20/2016

58

(45)

Banco Votorantim S.A.

27,500

Fixed 15.1177%

CDI 1.6344%

12/20/2016

6/20/2017

294

124

 

 

 

 

 

 

18,182

7,735

               

 

During the period ended September 30, 2012, the amount of R$6,384 in the Company’s interim financial information and R$11,087 in the consolidated interim financial information, which refers to net result of the interest swap transaction, was recognized in the “financial income (loss)” line, allowing correlation between the impact of such transactions and interest rate fluctuation in the Company’s balance sheet (Note  24).

 

 

105


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

20. Financial instruments --Continued 

 

(i)    Risk considerations --Continued

 

c)    Interest rate risk

 

It arises from the possibility that the Company and its subsidiaries earn gains or incur losses because of fluctuations in the interest rates of its financial assets and liabilities. Aiming to mitigating this kind of risk, the Company and its subsidiaries seek to diversify funding in terms of fixed and floating rates. The interest rates on loans, financing and debentures are disclosed in Notes 11 and 12. The interest rates contracted on financial investments are disclosed in Note 4. Accounts receivable from real estate units delivered (Note 5), are subject to annual interest rate of 12%, appropriated on a pro rata basis.

 

d)    Liquidity risk

 

The liquidity risk consists of the possibility that the Company and its subsidiaries do not have sufficient funds to meet their commitments in view of settlement terms of their rights and obligations.

 

To mitigate the liquidity risks, and the optimation of the weighted average cost of capital, the Company and its subsidiaries permanently monitor the indebtedness levels according to the market standards and the fulfillment of covenants provided for in loan, financing and debenture agreements, in order to guarantee that the operating-cash generation and the advance funding, when necessary, are sufficient to maintain the schedule of commitments, not posing liquidity risk to the Company or its subsidiaries (Notes 11 and 12).

 

The maturities of financial instruments, loans, financing, suppliers and debentures are as follows:

 

 

Consolidated

Period ended September 30, 2012

Less than

1 year

1 to 3 years

3 to 5 years

Total

Loans and financing

952,608

935,634

138,429

2,026,671

Debentures

465,425

1,100,715

257,234

1,823,374

Payables to venture partners

156,773

156,552

10,873

324,198

Suppliers

156,107

-

-

156,197

 

1,730,913

2,192,901

406,536

4,330,350

 

 

106


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

20. Financial instruments --Continued 

 

(i)    Risk considerations --Continued

 

d)    Liquidity risk--Continued 

 

 

Consolidated

Year ended December

31, 2011

Less than

1 year

1 to 3 years

3 to 5 years

Total

Loans and financing

1,135,543

437,232

283,835

1,856,610

Debentures

1,899,200

-

-

1,899,200

Payables to venture partners

219,796

233,771

19,619

473,186

Suppliers

135,720

-

-

135,720

 

3,390,259

671,003

303,454

4,364,716

 

Fair value classification

 

The Company uses the following classification to determine and disclose the fair value of financial instruments by the valuation technique:

 

Level 1: quoted prices (without adjustments) in active markets for identical assets or liabilities;

Level 2: other techniques for which all data that may have a significant effect on the recognized fair value is observable, direct or indirectly;

Level 3: techniques that use data which has significant effect on the recognized fair value, not based on observable market data.

 

The classification level of fair value for financial instruments measured at fair value through profit or loss of the Company, presented in the Interim Financial Information as of September 30, 2012 and December 31, 2011:

 

 

Company

Consolidated

 

Fair value classification

As of September 30, 2012

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

Cash equivalents (Note 4.1)

-

-

-

-

154,178

-

Short-term investments (Note 4.2)

-

54,321

-

-

770,980

-

Derivative financial instruments

-

10,801

-

-

18,182

-

 

 

 

107


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

20. Financial instruments --Continued 

 

 

Company

Consolidated

 

Fair value classification

As of December 31, 2011

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

Cash equivalents (Note 4.1)

-

1,110

-

-

50,970

-

Short-term investments (Note 4.2)

-

90,962

-

-

846,062

-

Derivative financial instruments

-

4,418

-

-

7,735

-

 

(ii)   Fair value of financial instruments

 

a)    Fair value measurement

 

The following estimate fair values were determined using available market information and proper measurement methodologies. However, a considerable amount of judgment is necessary to interpret market information and estimate fair value. Accordingly, the estimates presented in this document are not necessarily indicative of amounts that the Company could realize in the current market. The use of different market assumptions and/or estimates methodology may have a significant effect on estimated fair values.

 

The following methods and assumptions were used in order to estimate the fair value for each financial instrument type for which the estimate of values is practicable.

 

(i)     The amounts of cash and cash equivalents, short-term investments, accounts receivable and other receivables, suppliers, and other current liabilities approximate to their fair values, recorded in the financial statements.

(ii)    The fair value of bank loans and other financial debts is estimated through future cash flows discounted using rates that are annually available for similar and outstanding debts or terms.

 

                                                                                                                                                                   

 

108


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

20. Financial instruments --Continued 

 

(ii)   Fair value of financial instruments--Continued 

 

The main consolidated carrying amounts and fair values of financial assets and liabilities at September 30, 2012 and December 31, 2011 are as follows:

 

 

Consolidated

 

9/30/2012

12/31/2011

 

Carrying amount

Fair value

Carrying amount

Fair value

 

 

 

 

 

Financial assets

 

 

 

 

Cash and cash equivalents (Note 4.1)

463,846

463,846

137,598

137,598

Short-term investments (Note 4.2)

770,980

770,980

846,062

846,062

Trade account receivable (Note 5)

4,486,507

4,486,507

4,826,448

4,826,448

 

 

 

 

 

Financial liabilities

 

 

 

 

Loans and financing (Note 11)

2,026,671

2,029,022

1,856,610

1,860,995

Debentures (Note 12)

1,823,374

1,833,228

1,899,200

1,907,463

Payables to venture partners (Note 14)

324,198

324,198

473,186

473,186

Suppliers

130,591

130,591

135,720

135,720

 

a)     Risk of debt acceleration

 

As of September 30, 2012, the Company has loans and financing in effect, with restrictive covenants related to cash generation, indebtedness ratio and other. These restrictive covenants have been complied with by the Company and do not limit its ability to conduct its business as usual.

 

b)     Market risk

 

The Company carries out the development, construction and sales of real estate ventures. In addition to the risks that affect the real estate market as a whole, such as supply disruptions and volatility in the prices of construction materials and equipment, changes in the supply and demand for ventures in certain regions, strikes and environmental rules and zoning, the Company’s operations are particularly affected by the following risks:

 

·  The state of the economy of Brazil, which may inhibit the development of the real estate industry as a whole, through the slowdown in economy, increase in interest rates, fluctuation of currency and political instability, besides other factors.

 

109


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

20. Financial instruments --Continued 

 

(ii)   Fair value of financial instruments--Continued 

 

b)    Market risk --Continued

 

·  Impediment in the future, as a result of a new regulation or market conditions, to adjust for inflation receivables using certain inflation indexes, as currently permitted, which could make a venture financially or economically unviable.

·  The level of interest of buyers in a new venture launched or the sale price per unit necessary to sell all units may be below expectations, making the venture less profitable than expected.

·  In the event of bankruptcy or significant financial difficulties of a large company of the real estate industry, the industry as a whole may be adversely affected, which could decrease the customer confidence in other companies operating in the industry.

·  Local and regional real estate market conditions, such as oversupply, land shortage or significant increase in land acquisition cost.

·  Risk of buyers having a negative perception of the security, convenience and activities of the Company’s properties, as well as about their location.

·  The Company’s profit margins may be affected by the increase in operating costs, including investments, insurance premium, real estate taxes and government rates.

·  The opportunities for development may decrease.

·  The building and sale of real estate units may not be completed as scheduled, thus increasing the construction costs or cancelled contracts of sale contracts.

 

 

 

110


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

20. Financial instruments --Continued 

 

(ii)   Fair value of financial instruments --Continued

 

b)    Market risk --Continued 

 

·  Delinquency after the delivery of units acquired on credit. The Company has the right to file a collection action to receive the amounts due and/or repossess the real estate unit from the delinquent buyer, not being possible to guarantee that it will be able to recover the total amount of the debt balance or, once the real estate unit is repossessed, its sale in satisfactory conditions.

·  Occasional change in the policies of the National Monetary Council (CMN) on the investment of funds in the National Housing System (SFH) may reduce the supply of financing to customers.

·  Drop in the market value of land held in inventory, before the development of a real estate venture to which it was intended, and the incapacity to maintain the margins that were previously projected for such developments.

 

(iii)   Capital stock management

 

The objective of the Company’s capital stock management is to guarantee a strong credit rating is maintained in institutions and an optimum capital ratio, in order to support the Company’s business and maximize value to shareholders.

 

The Company controls its capital structure by making adjustments and adapting to current economic conditions. In order to maintain its structure adjusted, the Company may pay dividends, return on capital of shareholders, raise new loans and issue debentures, among others.

 

There were no changes in objectives, policies or procedures during the period ended September 30, 2012.

 

The Company included in its net debt structure: loans and financing, debentures and obligations to venture partners less cash and cash equivalents and marketable securities (cash and cash equivalents, marketable securities and restricted cash in guarantee to loans):

 

 

111


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

20. Financial instruments--Continued 

 

 

 

Company

Consolidated

 

9/30/2012

12/31/2011

9/30/2012

12/31/2011

 

 

 

Loans and financing (Note 11)

1,174,009

1,166,493

2,026,671

1,856,610

Debentures (Note 12)

1,197,589

1,286,176

1,823,374

1,899,200

Obligation assumed on assignment of receivables (Note 13)

115,106

296,909

252,809

501,971

Payables to venture partners (Note 14)

238,560

339,963

324,198

473,186

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

(91,413)

(123,188)

(1,234,826)

(983,660)

Net debt

2,633,851

2,966,353

3,192,226

3,747,307

Equity

2,637,644

2,648,473

2,771,971

2,747,094

Equity and net debt

5,271,495

5,614,826

5,964,197

6,494,401

 

 

(iv)  Sensitivity analysis

 

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

 

At September 30, 2012, the Company has the following financial instruments:

 

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

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

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

 

To the sensitivity analysis of the interest rates of investments, loans and accounts receivables, the Company considered the CDI rate at 7.36%, the TR at 0.00%, the INCC rate at 7.57%, the General Market Prices Index (IGP-M) at 8.07% and the National Consumer Price Index – Extended (IPCA) at 5.36%.

The scenarios considered were as follows:

 

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

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

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

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

 

112


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

20. Financial instruments --Continued 

 

(iv)  Sensitivity analysis--Continued 

 

At September 30, 2012:

 

   

Scenario

   

I

II

III

IV

Instrument

Risk

Increase 50%

Increase 25%

Decrease 25%

Decrease 50%

 

       

Short-term investments

Increase/decrease of CDI

20,425

10,213

(10,213)

(20,425)

Loans and financing

Increase/decrease of CDI

(37,635)

(18,818)

18,818

37,635

Debentures

Increase/decrease of CDI

(19,943)

(9,972)

9,972

19,943

Payables to venture partners

Increase/decrease of CDI

(8,268)

(4,134)

4,134

8,268

SWAP

Increase/decrease of CDI

(12,058)

(6,282)

6,887

14,416

 

 

 

 

 

Net effect of CDI variation

 

(57,479)

(28,993)

29,598

59,837

 

 

 

 

 

Loans and financing

Increase/decrease of TR

-

-

-

-

Debentures

Increase/decrease of TR

-

-

-

-

 

 

 

 

 

Net effect of TR variation

 

-

-

-

-

 

 

 

 

 

Debentures

Increase/decrease of IPCA

(355)

(177)

177

355

 

 

 

 

 

Net effect of IPCA variation

 

(355)

(177)

177

355

 

 

 

 

 

Clients

Increase/decrease of INCC

157,912

78,956

(78,956)

(157,912)

Inventory

Increase/decrease of INCC

78,115

39,057

(39,057)

(78,115)

 

 

 

 

 

Net effect of INCC variation

 

236,027

118,013

(118,013)

(236,027)

 

 

 

 

 

Obligation assumed on assignment of receivables

Increase/decrease of IGP-M

-

-

-

-

 

 

 

 

 

Net effect of IGP-M variation

 

-

-

-

-

 

113


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

21. Related parties

 

21.1.  Balances with related parties

 

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

 

 

Company

Consolidated

Current accounts

9/30/2012

12/31/2011

9/30/2012

12/31/2011

 

 

 

 

Assets

 

 

 

 

Current account (c): 

 

 

 

 

Total SPEs

27,318

34,162

52,221

50,694

Thirty party’s works (a)

15,675

33,513

15,675

33,513

Loan receivable (d)

72,363

59,066

79,914

104,059

Dividends receivable

38,159

50,471

-

-

 

153,515

177,212

147,810

188,266

 

 

 

 

Current portion

81,152

118,146

67,896

84,207

Non-current portion

72,363

59,066

79,914

104,059

 

 

 

 

Liabilities

 

 

 

 

Current account (c):

 

 

 

 

Condominium and consortia (b)

(42,114)

(30,586)

(42,114)

(30,717)

Purchase/sale of interests

(35,979)

(25,000)

(35,979)

(25,000)

Total SPEs and Tenda

(283,428)

(142,611)

(10,370)

(42,220)

 

(361,521)

(198,197)

(88,463)

(97,937)

 

 

 

 

Current portion

(361,521)

(198,197)

(88,463)

(97,937)

 

 

 

 

 

 

(a)   Refers to operations in third-party’s works.

(b)   Refers to transactions between the consortia leader and partners and condominiums.

(c)   The Company participates in the development of real estate ventures with other partners, directly or through related parties, based on the formation of condominiums and/or consortia. The management structure of these enterprises and the cash management are centralized in the lead partner of the enterprise, which manages the construction schedule and budgets. Thus, the lead partner ensures that the investments of the necessary funds are made and allocated as planned. The sources and use of resources of the venture are reflected in these balances, observing the respective interest of each investor, which are not subject to indexation or financial charges and do not have a fixed maturity date. Such transactions aim at simplifying business relations that demand the joint management of amounts reciprocally owed by the involved parties and, consequently, the control over the change of amounts reciprocally granted which offset against each other at the time the current account is closed. The average term for the development and completion of the projects in which the resources are invested is between 24 and 30 months. The Company receives a compensation for the management of these ventures.

 

 

 

114


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

21. Related parties --Continued 

 

21.1.  Balances with related parties --Continued

 

(d)       The loans of the Company and its subsidiaries, shown below, are made because these subsidiaries need cash for carrying out their respective activities, being subject to the respective financial charges. It shall be noted that the Company’s operations and businesses with related parties follow the market practices (arm’s length). The businesses and operations with related parties are carried out based on conditions that are strictly on arm’s length transaction basis and appropriate, in order to protect the interests of the both parties involved in the business. The composition and nature of the loan receivable by the Company is shown below:

 

 

Controladora

   
 

9/30/2012

31/12/2011

Nature

Interest rate

 

   

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

7,730

9,389

Construction

12% p.a. + IGPM

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

14,589

7,276

Construction

12% p.a. + IGPM

Gafisa SPE 65 Emp. Imobiliários Ltda.

2,536

1,636

Construction

3% p.a. + CDI

Gafisa SPE-46 Emp. Imobiliários Ltda.

847

860

Construction

12% p.a. + IGPM

Gafisa SPE-73 Emp. Imobiliários Ltda.

4,768

3,443

Construction

12% p.a. + IGPM

Gafisa SPE-71 Emp. Imobiliários Ltda.

3,344

2,119

Construction

3% p.a. + CDI

Gafisa SPE- 76 Emp. Imobiliários Ltda.

12

11

Construction

4% p.a. + CDI

Acquarelle - Civilcorp Incorporações Ltda.

330

946

Construction

12% p.a. + IGPM

Manhattan Residencial I

38,012

29,541

Construction

10% p.a. + TR

Manhattan Comercial I

13

2,622

Construction

10% p.a. + TR

Manhattan Residencial II

122

113

Construction

10% p.a. + TR

Manhattan Comercial II

60

54

Construction

10% p.a. + TR

Target

-

1,056

Construction

IGPM + 12% p.a.

Total Company

72,363

59,066

   

 

 

 

 

 

 

 

Consolidated

   

 

 

9/30/2012

12/31/2011

Nature

Interest rate

 

   

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

7,730

9,389

Construction

12% p.a. + IGPM

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

14,589

7,276

Construction

12% p.a. + IGPM

Gafisa SPE 65 Emp. Imobiliários Ltda.

2,536

1,636

Construction

3% p.a. + CDI

Gafisa SPE-46 Emp. Imobiliários Ltda.

847

860

Construction

12% p.a. + IGPM

Gafisa SPE-73 Emp. Imobiliários Ltda.

4,768

3,443

Construction

12% p.a. + IGPM

Gafisa SPE-71 Emp. Imobiliários Ltda.

3,344

2,119

Construction

3% p.a. + CDI

Gafisa SPE- 76 Emp. Imobiliários Ltda.

12

11

Construction

4% p.a. + CDI

Acquarelle - Civilcorp Incorporações Ltda.

330

946

Construction

12% p.a. + IGPM

Manhattan Residencial I

-

29,541

Construction

10% p.a. + TR

Manhattan Comercial I

-

2,622

Construction

10% p.a. + TR

Manhattan Residencial II

-

113

Construction

10% p.a. + TR

Manhattan Comercial II

-

54

Construction

10% p.a. + TR

Target

-

1,056

Construction

IGPM + 12% p.a.

Fit Jardim Botanico SPE Emp. Imob. Ltda.

17,024

16,429

Construction

113.5% of 126.5% of CDI

Fit 09 SPE Emp. Imob. Ltda.

6,185

5,585

Construction

120% of 126.5% of CDI

Fit 08 SPE Emp. Imob. Ltda.

977

875

Construction

110.65% of 126.5% of CDI

Fit 19 SPE Emp. Imob. Ltda.

3978

3,977

Construction

113.5% of 126.5% of CDI

Acedio SPE Emp. Imob. Ltda.

3151

2,908

Construction

113.5% of 126.5% of CDI

Ac Participações Ltda.

2,156

1,251

Construction

12% p.a. + IGPM

Jardins da Barra Desenv. Imob. Ltda. 

4,686

4,800

Construction

6% p.a.

Fit Roland Garros Emp. Imob. Ltda.

-

4,461

Construction

-

Outros

7,601

4,707

Construction

Several

Total consolidated

79,914

104,059

 

 

 

In the period ended September 30, 2012 the recognized financial income from interest on loans amounted to R$2,333 (R$4,523 in 2011) in the Company’s interim financial information and R$3,138 (R$6,424 in 2011) in the consolidated interim financial information (Note 24).

 

Information regarding management transactions and compensation is described in Note 25.

115


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

21. Related parties --Continued 

 

21.2.  Endorsements, guarantees and sureties

 

The financial transactions of the wholly-owned subsidiaries or special purpose entities of the Company have the endorsement or surety in proportion to the interest of the Company in the capital stock of such companies, except certain specific cases in which the Company provides guarantees for financial institutions, which amounted to R$1,428,962, as of September 30, 2012.

 

22. Net operating revenue

 

 

Company

Consolidated

 

9/30/2012

9/30/2011

9/30/2012

9/30/2011

 

 

(restated) 

 

(restated)

Gross operating revenue

 

 

 

 

Real estate development, sale and barter transactions

1,041,778

826,722

3,079,412

2,757,306

Constituion/Reversal of provision for cancelled contracts (Note 5(i))

(3,754)

-

180,389

-

Taxes on sale of real estate and services

(95,465)

(62,608)

(227,337)

(168,221)

Net operating revenue

942,559

764,114  

3,032,464

2,589,085

 

23. Costs and expenses by nature

 

These are represented by the following

 

 

Company

Consolidated

 

9/30/2012

9/30/2011

9/30/2012

9/30/2011

Cost of real estate development and sale:

 

(restated)

 

(restated)

Construction cost

453,560

467,970

1,770,706

1,710,941

Land cost

180,296

78,469

348,076

203,194

Development cost

30,318

25,944

104,678

71,795

Capitalized financial charges (Nota 11)

58,985

91,954

149,526

134,401

Maintenance / warranty

16,922

16,849

34,503

26,295

Cost of real estate in the recognition of the provision for cancelled contracts (Note 5 (i))

-

-

(163,877)

-

 

740,081

681,186

2,243,612

2,146,626

 

116


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

23. Costs and expenses by nature --Continued 

 

 

Company

Consolidated

 

9/30/2012

9/30/2011

9/30/2012

9/30/2011

Commercial expenses:

 

(restated)

 

(restated)

Marketing expenses

33,238

37,802

89,793

93,574

Brokerage and sale commission

31,874

36,251

86,110

89,736

Institutional marketing expenses

4,628

5,264

12,503

13,030

Customer Relationship Management expenses

4,207

4,785

11,367

11,845

Other

2,525

2,871

6,819

7,107

 

76,472

86,973

206,592

215,292

 

 

 

 

General and administrative expenses:

 

 

 

 

Salaries and payroll charges

32,577

34,313

103,893

92,262

Employee benefits

1,887

2,219

8,601

5,967

Travel and utilities

1,809

2,340

8,245

6,292

Services

16,140

6,443

32,792

17,324

Rents and condominium fees

3,777

3,295

9,835

8,860

IT

4,189

5,846

9,498

15,719

Stock option plan (Note 18.3)

14,363

9,946

23,202

12,789

Reserve for profit sharing (Note 25 (iii))

19,500

36

42,906

6,425

Other

3,932

4,005

13,997

10,769

 

98,174

68,443

252,969

176,407

 

24. Financial income

 

 

Company

Consolidated

 

9/30/2012

9/30/2011

9/30/2012

9/30/2011

Financial income

 

(restated)

 

(restated)

Income from short-term investments

9,526

25,187

35,625

50,966

Financial income on loan (Note 21)

2,333

4,523

3,138

6,424

Other interest income

883

451

2,209

12,815

Other financial income

1,014

3,753

17,832

7,775

13,756

33,914

58,804

77,980

Financial expenses (Note 11)

 

 

 

 

Interest on funding, net of capitalization

(122,389)

(91,482)

(128,662)

(117,130)

Amortization of debenture cost

(2,590)

(1,003)

(2,727)

(1,143)

Payables to venture partners

-

-

(34,711)

(26,409)

Banking expenses

(2,095)

(1,354)

(6,591)

(11,325)

Derivative transactions (Note 20 (i) (b))

6,384

3,505

11,087

5,990

Other financial expenses

(27,570)

(18,586)

(55,813)

(45,938)

 

(148,260)

(108,920)

(217,417)

(195,955)

 

 

117


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

25. Transactions with management and employees

 

(i)    Management compensation

 

The amounts recorded in the account “general and administrative expenses” in the period ended September 30, 2012, related to the compensation of the Company’s key management personnel are as follows:

 

Period ended September 30, 2012

Board of Directors

Fiscal Council

Statutory Board

Total

 

     

 

Number of members

9

3

6

18

Annual fixed compensation (in R$ thousand)

1,312

104

2,660

4,076

Salary / Fees

1,309

104

2,510

3,923

Direct and indirect benefits

3

-

150

153

Other

-

-

-

-

Variable compensation (in R$ thousand)

-

-

-

-

Bonus

-

-

-

-

Profit sharing

-

-

-

-

Post-employment benefits

-

-

-

-

Share-based payment

-

-

-

-

Monthly compensation (in R$ thousand)

146

11

296

453

Total compensation

1,312

104

2,660

4,076

 

 

The maximum aggregate compensation of the Company’s management for this year, from January to December 2012, was established at R$17,042, as approved at the Annual Shareholders’ Meeting held on May 11, 2012.

 

 

118


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

25. Transactions with management and employees --Continued 

 

(ii)   Commercial operations

 

In the period ended September 30, 2012, no commercial operations were carried out by units sold to the Management and the total receivable amounts to R$5,058 thus far.

 

(iii)   Profit sharing

 

The Company has a profit sharing plan that entitles its employees and those of its subsidiaries to participate in the distribution of profits of the Company that is tied to a stock option plan and the achievement of specific targets, established and agreed-upon at the beginning of each year. The recognition of the provision for Company bonus for 2012 takes into consideration two metrics: (1) generation of cash from operations and (2) indebtedness ratio (net debt / equity). Accordingly, as of September 30, 2012, the Company recorded a provision for profit sharing amounting to R$19,500 in the Company’s interim financial information and R$42,906 in the consolidated interim financial information (R$6,425 in 2011 related to the subsidiary AUSA) under the account “general and administrative expenses” (Note 23). Of this amount, R$10,105 refers to expenses for profit sharing of the statutory executive boards of the Company and subsidiaries Tenda and Alphaville. In 2011, the metrics used to recognize the provision for bonus were different, and these were only reached by the subsidiary AUSA.

 

 

26. Insurance 

 

Gafisa S.A. and its subsidiaries maintain insurance policies against engineering risk, barter guarantee, guarantee for the completion of the work and civil liability related to unintentional personal damages caused to third parties and material damages to tangible assets, as well as against fire hazards, lightning strikes, electrical damages, natural disasters and gas explosion. The contracted coverage is considered sufficient by management to cover possible risks involving its assets and/or responsibilities.

 

The assumptions adopted, given their nature, are not included in the scope of the auditor’s review of interim financial information.

 

 

119


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

27. Loss per share

 

The following table shows the calculation of basic and diluted loss per share. In view of the loss for the year, according to CPC 41, shares with dilutive potential are not considered when there is a loss, because the impact would be antidilutive.

 

 

 

9/30/2011

 

9/30/2012

(restated)

Basic numerator

 

 

Loss

(25,628)

(126,381)

 

 

 

Basic denominator (in thousands of shares)

 

 

Weighted average number of shares

432,197

431,454

 

 

 

Basic loss per share = R$

(0.0593)

(0.2929)

 

 

 

Diluted numerator

 

 

Loss

(25,628)

(126,381)

 

 

 

Diluted denominator (in thousands of shares)

 

 

Weighted average number of shares

432,197

431,454

Stock options

2,223

3,515

Non-controlling interest shares (Note 9)

70,252

-

Antidilutive effect

(72,475)

3,515

 

 

 

Weighted average number of shares

432,197

431,454

 

 

 

Diluted loss per share - R$

(0.0593)

(0.2929)

 

 

28. Segment information

 

The Company's management assesses segment information on the basis of different business segments rather than based on the geographical regions of operations.

 

The Company operates in the following segments: Gafisa for ventures targeted at high and medium income; Alphaville for land subdivision; and Tenda for ventures targeted at low income.

 

 

120


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

28. Segment information --Continued 

 

The Company's chief executive officer, who is responsible for allocating resources to businesses and monitoring their progresses, uses economic present value data, which is derived from a combination of historical and forecasted operating results. The Company provides below a measure of historical profit or loss, segment assets and other related information for each reporting segment.

 

This information is gathered internally in the Company and used by management to develop economic present value estimates, provided to the chief executive officer for making operating decisions, including the allocation of resources to operating segments. The information is derived from the statutory accounting records which are maintained in accordance with the accounting practices adopted in Brazil. The reporting segments do not separate operating expenses, total assets and depreciation. No revenues from an individual client represented more than 10% of net sales and/or services.

 

 

     

Consolidated

 

Gafisa S.A. (i)

Tenda

AUSA

9/30/2012

Net operating revenue

1,587,446

920,195

524,823

3,032,464

Operating costs

(1,221,639)

(778,686)

(243,287)

(2,243,612)

 

 

 

 

Gross income

365,807

141,509

281,536

788,852

 

 

 

 

Depreciation and amortization

(37,340)

(12,431)

(1,621)

(51,392)

Financial expenses

(161,011)

(25,207)

(31,199)

(217,417)

Financial income

23,883

25,951

8,970

58,804

Tax expenses

(18,067)

(14,223)

(14,693)

(46,983)

 

 

 

 

Net income (loss) for the period

(64,393)

(61,871)

100,638

(25,626)

 

 

 

 

Customers (short and long term)

2,539,210

1,303,851

643,446

4,486,507

Inventories (short and long term)

1,146,960

949,276

262,339

2,358,575

Other assets

716,337

1,270,713

193,526

2,180,576

 

 

 

 

Total assets

4,402,507

3,523,840

1,099,311

9,025,658

 

 

 

 

 

Total liabilities

3,588,133

2,055,151

610,403

6,253,687

 

 

121


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

28. Segment information --Continued 

 

 

     

Consolidated

 

Gafisa S.A. (i)

Tenda

AUSA

9/30/2011

(restated

Net operating revenue

1,357,349

780,817

450,919

2,589,085

Operating cost

(1,148,888)

(759,385)

(238,353)

(2,146,626)

 

 

 

 

Gross income

208,461

21,432

212,566

442,459

 

 

 

 

Depreciation and amortization

(41,538)

(14,195)

(1,241)

(56,974)

Financial expenses

(160,512)

(7,019)

(28,424)

(195,955)

Financial income

45,718

20,842

11,420

77,980

Tax expenses

19,726

44,094

(11,250)

52,570

 

 

 

 

Net income (loss) for the period

(138,190)

(84,718)

96,527

(126,381)

 

 

 

 

Customers (short and long term)

2,779,030

1,966,525

489,352

5,234,907

Inventories (short and long term)

1,645,032

814,295

224,249

2,683,576

Other assets

629,169

928,534

181,927

1,739,630

 

 

 

 

Total assets

5,053,231

3,709,354

895,528

9,658,113

 

 

 

 

 

Total liabilities

3,973,620

1,563,343

571,927

6,108,890

 

(i)    Includes all direct subsidiaries, except Tenda and Alphaville Urbanismo S.A.

 

122


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

29. Real estate ventures under construction – information and commitments

 

In order to enhance its notes and in line with items 20 and 21 of ICPC 02, the Company describes below some information on ventures under construction as of September 30, 2012:

 

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

 

Ventures under construction:

 

 

Contracted sales revenue (*)

 

12,838,850

Appropriated sales revenue (A)

 

(9,412,977)

Unappropriated revenue – external venture management (*)

 

201,808

Unappropriated sales revenue (B) (*)

 

3,627,681

 

 

 

Completed ventures (C)

 

1,571,299

 

 

 

Cumulative receipts (D)

 

(6,337,556)

 

Advances from clients

 

 

Appropriated revenue surplus (Note 17) (E)

 

212,215

 

 

 

Total accounts receivable from developments (Note 5) (A+C+D+E)

 

4,858,935

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

 

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

 

The real estate development revenue from units sold and under construction of real estate development is appropriated to income over the construction period of ventures, in compliance with the requirements of item 14 of CPC 30 – Revenue. The procedures adopted in the appropriation of income over the construction period are described in Note 2 – Presentation of interim financial information and summary of main accounting practices.

 

123


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

29. Ventures under construction – information and commitment --Continued

 

29.2     As of September 30, 2012, the total cost incurred and to be incurred in connection with units sold or in inventory, estimated until the completion of ventures under construction, is as follows:

 

Ventures under construction:

Incurred cost of units in inventory (Note 6)

 

1,077,260

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

 

1,305,093

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

 

2,382,353

 

 

 

Budgeted cost of units sold (*) (G)

 

9,245,469

Incurred cost of units sold (H)

 

(7,135,559)

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

 

2,109,910

 

 

 

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

 

11,627,822

 

(a) The amount of R$568,373 refers to units of cancelled developments not yet cancelled with the respective customers.

 

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

 

 

29.3     As of September 30, 2012, the estimated income to be earned until the completion of ventures under construction in connection with units sold is as follows:

 

Unappropriated sales revenue (B)

 

3,627,680

Unappropriated barter for land (Note 17)

 

38,473

 

 

3,666,153

 

 

 

Unappropriated cost of units sold (I)

 

(2,109,910)

Estimated income

 

1,556,243

 

Information other than accounting are considered in the scope of the review of independent auditors only to support the conclusion on the appropriated sales revenue recognized using the percentage-of-completion method (PoC). The estimated income shown does not consider the tax effects or the present value adjustment, which will be carried out as at the extent they are realized.

124


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

29. Ventures under construction – information and commitment --Continued

 

29.4     As of September 30, 2012, the cumulative income of ventures under construction in connection with units sold is as follows:

 

Appropriated sales revenue (A)

 

9,412,977

Appropriated barter for land

 

352,746

 

 

9,765,723

 

 

 

Incurred cost of units sold (H)

 

(7,135,559)

Income

 

2,630,164

 

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

 

30. Communication with regulatory bodies

 

a)  On June 14, 2012, the Company received a subpoena from the Securities Exchange Commission’s Division of Enforcement related to the Matter of Certain 20-F Filer Home Builders listed at SEC, Foreign Private Issuers (FPI). The subpoena requests that the Company produces all documents from January 1, 2010 to the Company’s reply date related to the preparation of our financial statements, including, among other things, copies of our financial policies and procedures, board and audit committee and operations committee minutes, monthly closing reports and financial packages, any documents relating to possible financial or accounting irregularities or improprieties and internal audit reports. The SEC’s investigation is a non-public, fact-finding inquiry and is not clear what action, if any, the SEC intends to take with respect to the information it gathers. The SEC subpoena does not specify any charges. The Company has already submitted all the information requested by SEC, which as of the publication of this quarterly information has not issued any opinion.

 

On July 31, 2012, the Company received the CVM/SEP/GEA-5/ Letter No. 208/2012, requesting information related to criteria for measurement and recognition of revenue and enhancement in the disclosure of some notes to interim financial information, as mentioned in Notes 2 and 29. The Company has already provided all information requested by the CVM, which as of the publication of this quarterly information has not issued any opinion.

 

In the period ended September 30, 2012, the Company did not receive any information from regulatory agencies.

 

125


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information --Continued

September 30, 2012

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

 

 

31. Analysis of strategic options for Alphaville – Material Fact

 

On September 10, 2012, the Company published a material fact announcing that it had begun an analysis of strategic options for the Alphaville business to maximize shareholder value. The process to capture this value may involve Alphaville’s going public, the sale of a stake in the company or even maintenance of status quo. Gafisa contracted Rothschild as its financial advisor and Bain & Company as its strategic advisor for analysis of available options for the business in the best interest of its shareholders and will inform the market as soon as a decision on this matter has been made.

 

 

 

 

126


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

Comments on Company’s Business projections

OUTLOOK 

With the introduction of the new strategy and organizational structure, Gafisa is progressing toward established guidance for the year. The implementation and development of the operating and financial plan to support the restructuring of Tenda indicates that we are on the right track. Although the direct results of these adjustments to the Tenda operation over recent quarters have been positive, the launch cycle should resume next year. Reflecting the purpose of implementing corrective actions and focusing on execution and delivery, we have not launched any residential tower products via Tenda in 2012. As a result, our official guidance for Tenda launches of R$270-R$330 million for 2012 has been revised down to zero for this year.

As a result, consolidated launches for 2012 are now expected to be between R$2.4 and R$3.0 billion, reflecting a new, more targeted regional focus and the deliberate slowdown of the Tenda business. Gafisa should represent around 55% of launches and AlphaVille 45%. In the first nine months of 2012, the Gafisa Group launched R$1.46 billion or 53% of the mid-range of 2012 guidance of R$1.5 billion for the segment. AlphaVille’s launches were in line with the internal projections and planning, representing 56% of the guidance for the year.

 

Table 52. Launch Guidance – 2012 Estimates  versus Actual figures 9M12

Launches Guidance 2012E

Guidance

(previous)

Guidance

(actual)

Mid-range

2012

 

Achievement 9M12

9M12 as a

% of FY

Consolidaded Launches

R$2.70 – $3.30bn

R$2.40 – $3.00bn

R$2.70bn

 

R$1.46bn

54%

Breakdown by Brand

 

 

 

 

 

 

Launches Gafisa

R$1.35 – R$1.65bn

R$1.35 – R$1.65bn

R$1.50bn

 

R$795mn

53%

Launches AlphaVille

R$1.08 – R$1.32bn

R$1.08 – R$1.32bn

R$1.20bn

 

R$667mn

56%

Launches Tenda

R$270 – R$330mn

R$0

-

 

R$0

0%

 

As of September 30, 2012, the Company had R$1.23 billion in cash and cash equivalents. During the 9M12 operational consolidated cash flow reached approximately R$607 million, representing 87% of the mid point of the updated guidance established for the full year of 2012, of R$600 – R$800 million. The key drivers of cash flow generation include: (1) our ability to deliver and transfer/customers at Gafisa; (2) the transfer of Tenda units to financial institutions; (3) the sale of inventory and new projects launched; (4) the securitization of receivables and; (5) the sale of non-strategic land, which had a minor contribution to the results posted in the period.

 

Table 53. Operational Cash Flow Guidance – 2012 Estimates  versus Actual figures 9M12

 

Guidance

(previous)

Guidance

(actual)

Mid-range

2012

 

Achievement 9M12

9M12 as a % of FY

Operational Cash Flow (CFO)

R$500-R$700 mn

R$600-R$800 mn

R$700mn

 

R$607mn

87%

 

127


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

The Gafisa Group plans to deliver between 22,000 and 26,000 units in 2012 of which 30% will be delivered by Gafisa, 50% by Tenda and the remaining 20% by AlphaVille. During the first nine months of the year of 2012, the Gafisa Group delivered 17,729 units and transferred 9,567 Tenda customers to financial institutions, achieving 80% of the mid-range of the guidance for both targets.

 

Table 54. Other Relevant Operational Indicators – 2012 Estimates  versus Actual figures 9M12

Guidance of Units to be Delivered 2012E

Mid-range

 

Achievement 9M12

9M12 as a % of FY

Consolidated # Units to be Delivered (22-26K)

24,000

 

17,728

74%

Breakdown by Brand

 

 

 

 

# Units to be Delivered Gafisa (6,600-7,800)

7,200

 

4,735

66%

# Units to be Delivered AlphaVille (4,400-5,200)

4,800

 

2,612

54%

# Units to be Delivered Tenda (11,000-13,000)

12,000

 

10,382

87%

 

Table 55. Tenda Milestones – 2012 Estimates  versus Actual figures 9M12

Customers to be transferred at Tenda 2012E

Mid-range

 

Achievement 9M12

(9M12 as a % of FY)

Consolidated # Customers to be transferred (10-14K)

12,000

 

9,567

80%

128


 
 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Other information deemed relevant by the Company

 

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

 

09/30/2012

 

As of September 30, 2012, there is no shareholder holding more than 5% of the voting capital.

 

 

09/30/2012

     
 

Common shares

     

Shareholder

Shares

%

     

Treasury shares

599,486

0.14%

     

Outstanding shares

432,272,799

99.86%

     

Total shares

432,872,285

100.00%

 

09/30/2011

 

 

09/30/2011

     
 

Common shares

     

Shareholder

Shares

%

     

Treasury shares

599,486

0.14%

     

Outstanding shares

431,916,315

99.86%

     

Total shares

432,515,801

100.00%

 

As per material fact released on June 8, 2012 regarding the Third Phase of the Investment Agreement and Other Covenants entered into on October 2, 2006 (“Investment Agreement”), which established rules and conditions for Gafisa acquiring and holding shares of the corporate capital of Alphaville Urbanismo S.A. (“AUSA”), the Company informs that the final amount of the operation (acquisition of remaining 20%) was established as R$359.0 million which will be settled by the issuance of an estimated 70,251,551 common shares, issued by Gafisa, as set forth in the Investment Agreement. The number of shares that will be issued to settle this transaction is going to be decided in an arbitration process, initiated by the other shareholders of AUSA, as per material fact release on July 3, 2012. In case of issuance of 70,251,551 common shares of Gafisa to the other shareholders of AUSA, these shareholders of AUSA will receive 13.96% of Gafisa’s total capital stock and will become relevant shareholders of Gafisa.

129


 

 

 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Other information deemed relevant by the Company

 

2.   SHARES HELD BY PARENT COMPANIES, MANAGEMENT AND BOARD

 

 

09/30/2012

     
 

Common shares

     
 

Shares

%

     

Shareholders holding effective control of the Company

-

0.00%

Board of Directors

259,813

0.06%

Executive directors

1,044,123

0.24%

Fiscal council

-

0.00%

     

Executive control, board members, officers and fiscal council

1,303,936

0.30%

     

Treasury shares

599,486

0.14%

     

Outstanding shares in the market (*)

430,968,863

99.56%

     

Total shares

432,872,285

100,00%

     
 

09/30/2011

     
 

Common shares

     
 

Shares

%

     

Shareholders holding effective control of the Company

 

 

Board of Directors

1,263,346

0.29%

Executive directors

1,175,369

0.27%

Fiscal council

 

 

     

Executive control, board members, officers and fiscal council

2,438,715

0.56%

     

Treasury shares

599,486

0.14%

     

Outstanding shares in the market (*)

429,477,600

99.30%

     

Total shares

432,515,801

100.00%

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

130


 
 

 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

 

Other relevant information

 

3 – COMMITMENT CLAUSE

 

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

 

131


 
 

 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Reports and statements \ Management statement of interim financial information

 

 

Management statement of interim financial information

 

STATEMENT

 

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

 

i)              Management has reviewed, discussed and agreed with the auditor’s conclusion expressed on the report on review interim financial Information for the quarter ended September 30, 2012; and

 

ii)             Management has reviewed and agreed with the interim information for the quarter ended September 30, 2012.

 

Sao Paulo, November 12, 2012

 

GAFISA S.A.

 

Management

 

 

 

132


 
 

 

 

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

  Quarterly information - 09/30/2012 – Gafisa S.A.

 

Reports and Statements \

Management statement on the report on review of interim financial information

 

 

 

Management Statement on the Review Report

 

STATEMENT

 

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

 

iii)            Management has reviewed, discussed and agreed with the auditor’s conclusion expressed on the report on review interim financial Information for the quarter ended September 30, 2012; and

 

iv)           Management has reviewed and agreed with the interim information for the quarter ended September 30, 2012.

 

Sao Paulo, November 12, 2012

 

GAFISA S.A.

 

Management

 

 

 

133

 

SIGNATURE

 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 6, 2012
 
Gafisa S.A.
 
By:
/s/ Alceu Duílio Calciolari

 
Name:   Alceu Duílio Calciolari
Title:     Chief Executive Officer