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 August, 2014

(Commission File No. 001-33356),
 
 
 

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


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

 


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

Form 20-F ___X___ Form 40-F ______



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


Yes ______ No ___X___

 

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

Yes ______ No ___X___

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

Yes ______ No ___X___

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

 


 

 

 

Gafisa S.A.

 

Quarterly information

June 30, 2014

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

 

 

 


 
 

 

 

 

Report on the review of quarterly information - ITR

 

 

To the Shareholders, Board of Directors and Officers

Gafisa S.A.

São Paulo, SP

 

 

We have reviewed the accompanying individual and consolidated interim financial information of Gafisa S.A. (“Company”), identified as Company and Consolidated, respectively, contained in the Quarterly Information (ITR) for the quarter ended June 30, 2014, which comprises the balance sheet as at June 30, 2014 and the respective statement of operations and statement of comprehensive income (loss) for the quarter and six-month period then ended, and the statement of changes in equity and statement of cash flows for the six-month period then ended, including explanatory notes.

 

The Company’s management is responsible for the preparation of individual interim financial information in accordance with the Technical Pronouncement of the Brazilian FASB (CPC) 21 – Interim Financial Reporting and the consolidated interim financial information in accordance with CPC 21 (R1) and IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB) which considers the Technical Orientation - OCPC 04 - Application of the Technical Interpretation ICPC 02 to the Brazilian Real Estate Development Entities, edited by the Brazilian FASB (CPC) and approved by the Brazilian Securities Commission (CVM) and the Brazilian Federal Accounting Council (CFC), as well as for the presentation of these information in compliance with the rules issued by the CVM, applicable to the preparation of Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.

 

Scope of review

We conducted our review according to the Brazilian and international review standards of interim financial information (NBC TR 2410 – Review of Interim Financial Information Performed by the Auditor of the Entity, and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of inquiries, mainly of the people responsible for the financial and accounting matters, and the application of analytical and other review procedures. The scope of a review is significantly narrower than that of an audit conducted in accordance with audit standards and, accordingly, it did not permit us to obtain assurance that we took notice of all significant matters that could have been raised in an audit. Therefore, we did not express an audit opinion.

 

Conclusion from the individual and consolidated interim financial information prepared in accordance with CPC 21 (R1)

Based on our review, we are not aware of any fact that makes us believe that the individual and consolidated interim financial information included in the Quarterly Information referred to above was not prepared, in all material respects, in accordance with CPC 21 (R1) applicable to the preparation of Quarterly Information (ITR), and presented in compliance with the rules issued by the CVM.

 

Conclusion from the consolidated interim information prepared in accordance with IAS 34, which considers the Technical Orientation - OCPC 04 - Application of the Technical Interpretation ICPC 02 to the Brazilian Real Estate Development Entities, edited by the Brazilian FASB (CPC) and approved by the Brazilian Securities Commission (CVM) and the Brazilian Federal Accounting Council (CFC)

Based on our review, we are not aware of any fact that makes us believe that the consolidated interim financial information included in the Quarterly Information referred to above was not prepared, in all material respects, in accordance with IAS 34, which considers the Technical Orientation - OCPC 04 - Application of technical interpretation ICPC02 to the Brazilian Real Estate Development Entities, issued by the Brazilian FASB (CPC) and approved by the Brazilian Securities Commission (CVM) and the Brazilian Federal Accounting Council (CFC) applicable to the preparation of Quarterly Information (ITR), and presented in compliance with the rules issued by the CVM.

 

 


 
 

 

Emphasis of matter

As described in Note 2, the individual (Company) and consolidated interim financial information was prepared in accordance with accounting practices adopted in Brazil (CPC21 (R1)). The consolidated interim financial information prepared in accordance with the IFRS applicable to the real estate development entities also considers the Technical Orientation OCPC04, edited by the Brazilian FASB (CPC). This Technical Orientation refers to the revenue recognition of this sector and comprises other matters related to the meaning and adoption of the concept of continuous transfer of the risks, benefits and control over real estate unit sales, as further described in Note 2. Our conclusion is not modified in view of this matter.

 

Other matters

 

Statements of value added

We have also reviewed the individual and consolidated statement of value added for the six-month period ended June 30, 2014, prepared under the responsibility of the Company’s management, the presentation of which in the interim financial information is required by the rules of the CVM applicable to Quarterly Information (ITR), and as supplementary information under IFRS, whereby no statement of value added presentation is required. These statements have been subject to the same review procedures previously described and, based on our review, we are not aware of any fact that makes us believe that they were not prepared, in all material respects, according to the individual and consolidated interim financial information taken as a whole.

 

 

 

São Paulo, August 8, 2014

 

 

KPMG Auditores Independentes

CRC 2SP014428/O-6

 

 

 

Giuseppe Masi

Accountant CRC 1SP176273/O-7

 

 

 

 


 
 

 

   
Company data  
Capital Composition 1
Individual financial statements  
Balance sheet - Assets 2
Balance sheet Liabilities 3
Statement of income 5
Statement of comprehensive income (loss) 6
Statement of cash flows 7
Statements of changes in Equity  
01/01/2014 to 06/30/2014 9
01/01/2013 to 06/30/2013 10
Statement of value added 11
Consolidated Financial Statements  
Balance sheet - Assets 12
Balance sheet Liabilities 13
Statement of income 15
Statement of comprehensive income (loss) 17
Statement of cash flows 18
Statements of changes in Equity  
01/01/2014 to 06/30/2014 20
01/01/2013 to 06/30/2013 21
Statement of value added 22
Comments on performance 23
Notes to interim financial information 60
Comments on Company s Business Projections 113
Other information deemed relevant by the Company 114
Reports and statements  
Report on review of interim financial information 117
Management statement of interim financial information 120
Management statement on the report on review of interim financial information 121

 


 
 

 

COMPANY DATA / CAPITAL COMPOSITION

 

Number of Shares

 

(in thousands)

CURRENT QUARTER

 

6/30/2014

Paid-in Capital

Common

435,559

Preferred

0

Total

435,559

Treasury shares

Common

30,813

Preferred

0

Total

30,813

   

 

 

 

1


 
 

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER
6/30/2014

PRIOR YEAR
31/12/2013

1

Total Assets

6,385,137

6,823,205

1.01

Current Assets

2,564,588

3,312,510

1.01.01

Cash and cash equivalents

19,659

39,032

1.01.01.01

Cash and banks

10,821

11,940

1.01.01.02

Short-term investments

8,838

27,092

1.01.02

Short-term investments

540,359

1,241,026

1.01.02.01

Fair value of short-term investments

540,359

1,241,026

1.01.03

Accounts receivable

880,141

1,034,833

1.01.03.01

Trade accounts receivable

880,141

1,034,833

1.01.03.01.01

Receivables from clients of developments

867,000

1,005,840

1.01.03.01.02

Receivables from clients of construction and services rendered

13,141

28,993

1.01.04

Inventories

870,901

780,867

1.01.04.01

Properties for sale

870,901

780,867

1.01.07

Prepaid expenses

15,053

21,440

1.01.07.01

Prepaid expenses and others

15,053

21,440

1.01.08

Other current assets

238,475

195,312

1.01.08.01

Non current assets for sale

7,728

7,064

1.01.08.03

Others

230,747

188,248

1.01.08.03.01

Others accounts receivable and others

7,547

15,749

1.01.08.03.02

Derivative financial instruments

475

183

1.01.08.03.03

Receivables from related parties

222,725

172,316

1.02

Non current assets

3,820,549

3,510,695

1.02.01

Non current assets

847,182

772,600

1.02.01.03

Accounts receivable

228,446

182,069

1.02.01.03.01

Receivables from clients of developments

228,446

182,069

1.02.01.04

Inventories

354,349

337,265

1.02.01.06

Deferred taxes

49,099

49,099

1.02.01.06.01

Deferred income tax and social contribution

49,099

49,099

1.02.01.09

Others non current assets

215,288

204,167

1.02.01.09.03

Others accounts receivable and others

112,342

105,895

1.02.01.09.04

Receivables from related parties

102,946

98,272

1.02.02

Investments

2,913,746

2,679,833

1.02.02.01

Interest in associates and affiliates

2,799,025

2,559,393

1.02.02.01.02

Interest in subsidiaries

2,799,025

2,468,337

1.02.02.01.04

Other investments

-

91,056

1.02.02.02

Interest in subsidiaries

114,721

120,440

1.02.02.02.01

Interest in subsidiaries - goodwill

114,721

120,440

1.02.03

Property and equipment

19,120

12,239

1.02.03.01

Operation property and equipment

19,120

12,239

1.02.04

Intangible assets

40,501

46,023

1.02.04.01

Intangible assets

40,501

46,023

 

2


 
 

 

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

CODE

DESCRIPTION

ACTUAL QUARTER
6/30/2014

PRIOR YEAR
31/12/2013

2

Total Liabilities

6,385,137

6,823,205

2.01

Current liabilities

1,895,246

1,925,787

2.01.01

Social and labor obligations

33,239

59,330

2.01.01.02

Labor obligations

33,239

59,330

2.01.01.02.01

Salaries, payroll charges and profit sharing

33,239

59,330

2.01.02

Suppliers

44,375

51,415

2.01.02.01

Local suppliers

44,375

51,415

2.01.03

Tax obligations

30,840

115,775

2.01.03.01

Federal tax obligations

30,840

115,775

2.01.04

Loans and financing

758,863

730,318

2.01.04.01

Loans and financing

504,397

376,047

2.01.04.02

Debentures

254,466

354,271

2.01.05

Others obligations

940,241

896,830

2.01.05.01

Payables to related parties

514,052

202,175

2.01.05.02

Others

426,189

694,655

2.01.05.02.01

Declared dividends

32,945

150,067

2.01.05.02.04

Obligations for purchase of real estate and advances from customers

248,633

284,366

2.01.05.02.05

Other obligations

109,353

101,296

2.01.05.02.06

Payables to venture partners

7,297

108,742

2.01.05.02.07

Obligations assumed on the assignment of receivables

27,961

50,184

2.01.06

Provisions

87,688

72,119

2.01.06.01

Tax, labor and civel lawsuits

87,688

72,119

2.01.06.01.01

Tax lawsuits

218

255

2.01.06.01.02

Labor lawsuits

36,406

23,876

2.01.06.01.04

Civel lawsuits

51,064

47,988

2.02

Non current liabilities

1,373,709

1,706,694

2.02.01

Loans and financing

1,208,021

1,530,523

2.02.01.01

Loans and financing

625,513

873,137

2.02.01.01.01

Loans and financing in local currency

625,513

873,137

2.02.01.02

Debentures

582,508

657,386

2.02.02

Others obligations

97,943

108,691

2.02.02.02

Others

97,943

108,691

2.02.02.02.03

Obligations for purchase of real estate and advances from customers

37,276

35,729

2.02.02.02.04

Other liabilities

35,961

38,151

2.02.02.02.05

Payables to venture partners

7,145

10,794

2.02.02.02.06

Obligations assumed on the assignment of receivables

17,561

24,017

2.02.04

Provisions

67,745

67,480

2.02.04.01

Tax, labor and civel lawsuits

67,745

67,480

2.02.04.01.04

Civel lawsuits

67,745

67,480

2.03

Equity

3,116,182

3,190,724

2.03.01

Capital

2,740,662

2,740,662

2.03.02

Capital Reserves

-52,589

-18,687

 

3


 
 

 

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

CODE

DESCRIPTION

ACTUAL QUARTER
6/30/2014

PRIOR YEAR
31/12/2013

2.03.02.04

Granted options

136,143

125,600

2.03.02.05

Treasury shares

-110,945

-73,070

2.03.02.07

Reserve for expenditures with public offering

-71,217

-71,217

2.03.02.08

Income from treasury shares' transfer

-6,570

-

2.03.04

Income Reserve

468,749

468,749

2.03.04.01

Legal Reserve

31,593

31,593

2.03.04.02

Statutory Reserve

437,156

437,156

2.03.05

Accumulated losses/profit

-40,640

-

 

 

4


 
 

 

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

   

CODE

DESCRIPTION

ACTUAL QUARTER
 04/01/2014 to
 06/30/2014

YEAR TO DATE 01/01/2014 to

 06/30/2014

SAME QUARTER FROM PREVIOUS YEAR

 04/01/2014 to 06/30/2014

YEAR TO DATE FROM

 PREVIOUS YEAR

 01/01/2013 to 06/30/2013

3.01

Gross Sales and/or Services

280,968

517,078

297,500

599,767

3.02

Cost of sales and/or services

-186,605

-352,012

-194,200

-428,712

3.02.01

Cost of real estate development

-186,605

-352,012

-194,200

-428,712

3.03

Gross profit

94,363

165,066

103,300

171,055

3.04

Operating expenses/income

-86,193

-186,646

-97,216

-196,541

3.04.01

Selling expenses

-22,348

-38,304

-33,006

-61,555

3.04.02

General and administrative expenses

-31,085

-62,586

-30,105

-60,479

3.04.05

Other operating expenses

-35,870

-57,492

-24,247

-34,470

3.04.05.01

Depreciation and amortization

-10,581

-20,717

-8,317

-14,526

3.04.05.02

Other operating expenses

-25,289

-36,775

-15,930

-19,944

3.04.06

Equity pick-up

3,110

-28,264

-9,858

-40,037

3.05

Income (loss) before financial results and income taxes

8,170

-21,580

6,084

-25,486

3.06

Financial

-6,662

-14,133

-35,537

-77,650

3.06.01

Financial income

22,002

51,637

7,998

15,204

3.06.02

Financial expenses

-28,664

-65,770

-43,535

-92,854

3.07

Income before income taxes

1,508

-35,713

-29,453

-103,136

3.08

Income and social contribution taxes

-2,359

-4,927

-

-

3.08.01

Current

-2,359

-4,927

-

-

3.09

Income (loss) from continuing operation

-851

-40,640

-29,453

-103,136

3.10

Income (loss) from discontinuing operation

-

-

15,309

33,519

3.10.01

Income (loss) from discontinuing operation

-

-

15,309

33,519

3.11

Income (loss) for the period

-851

-40,640

-14,144

-69,617

3.99.01.01

ON

-0.00210

-0.1002

-0.0329

-0.1622

3.99.02.01

ON

-0.00210

-0.1002

-0.0329

-0.1622

 

 

5


 
 

 

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

CODE

DESCRIPTION

ACTUAL QUARTER

 04/01/2014 to

06/30/2014

YEAR TO DATE 01/01/2014 to

06/30/2014

EQUAL QUARTER FROM PREVIOUS

 YEAR 04/01/2014 to 06/30/2014

YEAR TO DATE FROM

 PREVIOUS YEAR

 01/01/2013 to 06/30/2013

4.01

Income (loss) for the period

-851

-40,640

-14,144

-69,617

4.03

Comprehensive income (loss) for the period

-851

-40,640

-14,144

-69,617

 

 

6


 
 

 

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

CODE

DESCRIPTION

YEAR TO DATE 01/01/2014 to 06/30/2014

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2013 to 06/30/2013

6.01

Net cash from operating activities

-144,334

70,964

6.01.01

Cash generated in the operations

114,027

5,556

6.01.01.01

Loss before income and social contribution taxes

-35,713

-103,136

6.01.01.02

Stock options expenses

24,379

9,480

6.01.01.03

Unrealized interest and finance charges, net

42,070

7,469

6.01.01.04

Depreciation and amortization

20,717

14,526

6.01.01.05

Decrease of permanent assets

246

1,761

6.01.01.06

Provision for legal claims

26,272

15,476

6.01.01.07

Warranty provision

-8,000

-2,380

6.01.01.08

Provision for profit sharing

7,142

9,799

6.01.01.09

Allowance for doubtful accounts

312

-9

6.01.01.10

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

-

-393

6.01.01.11

Provision for penalties due to delay in construction works

1,883

-1,876

6.01.01.12

Financial instruments

-245

5,689

6.01.01.13

Equity pick-up

28,264

40,037

6.01.01.14

Provision for realization of non-financial assets – intangible

-

2,413

6.01.01.15

Decrease of investing

6,700

6,700

6.01.02

Variation in Assets and Liabilities

-258,361

65,408

6.01.02.01

Trade accounts receivable

79,325

-117,873

6.01.02.02

Properties for sale

-107,782

-105,357

6.01.02.03

Other accounts receivable

-34,481

-7,751

6.01.02.04

Transactions with related parties

-5,849

235,056

6.01.02.05

Prepaid expenses

6,387

9,722

6.01.02.06

Suppliers

-5,796

16,228

6.01.02.07

Obligations for purchase of land and adv. from customers

-34,186

51,368

6.01.02.08

Taxes and contributions

-8,823

6,211

6.01.02.09

Salaries and payable charges

-33,234

-19,071

6.01.02.10

Other obligations

-32,883

-3,125

6.01.02.11

Income tax and social contribution payable

-81,039

-

6.02

Net cash from investing activities

709,593

65,938

6.02.01

Purchase of property and equipment and intangible assets

-22,322

-23,857

6.02.02

Redemption of short-term investments

2,030,197

932,211

6.02.03

Purchase of short-term investments

-1,329,530

-845,592

6.02.04

Increase in investments

-10,321

-3,999

6.02.05

Received dividends

41,569

7,175

6.03

Net cash from financing activities

-584,632

-191,090

6.03.01

Capital increase

-

4,863

6.03.02

Increase in loans, financing and debentures

250,187

423,354

6.03.03

Payment of loans, financing and debentures

-586,212

-503,802

 

7


 
 

 

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

CODE

DESCRIPTION

YEAR TO DATE 01/01/2014
to 06/30/2014

YEAR TO DATE FROM
PREVIOUS YEAR
01/01/2013 to 06/30/2013

6.03.04

Obligation with investors

-105,094

-105,110

6.03.05

Loan transactions with related parties

-4,674

-10,395

6.03.06

Repurchase of treasury shares

-28,626

-

6.03.07

Alienation of treasury shares

13,480

-

6.03.08

Net result from treasury shares' alienation

-6,571

-

6.03.09

Dividends paid

-117,122

-

6.05

Net decrease of cash and cash equivalents

-19,373

-54,188

6.05.01

Cash and cash equivalents at the beginning of the period

39,032

95,836

6.05.02

Cash and cash equivalents at the end of the period

19,659

41,648

 

8


 
 

 

INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 01/01/2014 TO 06/30/2014 (in thousands of Brazilian reais)

     

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings

Others comprehensive income

Total Equity

5.01

Opening balance

2,740,662

-18,687

468,749

-

-

3,190,724

5.03

Opening adjusted balance

2,740,662

-18,687

468,749

-

-

3,190,724

5.04

Capital transactions with shareholders

-

-33,902

-

-

-

-33,902

5.04.03

Realization of granted options

-

10,542

-

-

-

10,542

5.04.04

Acquired treasury shares

-

-51,353

-

-

-

-51,353

5.04.05

Sold treasury shares

-

6,909

-

-

-

6,909

5.05

Total of comprehensive loss

-

-

-

-40,640

-

-40,640

5.05.01

Loss for the period

-

-

-

-40,640

-

-40,640

5.07

Closing balance

2,740,662

-52,589

468,749

-40,640

-

3,116,182

 

 

9


 
 

 

INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 01/01/2013 TO 06/30/2013 (in thousands of Brazilian reais)

   

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings

Others comprehensive income

Total Equity

5.01

Opening balance

2,735,794

35,233

-

-226,523

-

2,544,504

5.03

Opening adjusted balance

2,735,794

35,233

-

-226,523

-

2,544,504

5.04

Capital transactions with shareholders

4,863

-30,424

-

-

-

-25,561

5.04.01

Capital increase

4,863

-

-

-

-

4,863

5.04.03

Realization of granted options

-

9,546

-

-

-

9,546

5.04.04

Acquired treasury shares

-

-39,970

-

-

-

-39,970

5.05

Total of comprehensive loss

-

-

-

-69,617

-

-69,617

5.05.01

Loss for the period

-

-

-

-69,617

-

-69,617

5.07

Closing balance

2,740,657

4,809

-

-296,140

-

2,449,326

               

 

 

10


 
 

 

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

 

CODE

DESCRIPTION

YEAR TO DATE 01/01/2014
to 06/30/2014

YEAR TO DATE
FROM PREVIOUS YEAR
01/01/2013 to 06/30/2013

7.01

Revenues

570,419

656,770

7.01.01

Real estate development, sale and services

570,731

656,761

7.01.04

Allowance for doubtful accounts

-312

9

7.02

Inputs acquired from third parties

-343,312

-418,095

7.02.01

Cost of Sales and/or Services

-308,721

-398,468

7.02.02

Materials, energy, outsourced labor and other

-34,591

-19,627

7.03

Gross added value

227,107

238,675

7.04

Retentions

-20,717

-14,526

7.04.01

Depreciation and amortization

-20,717

-14,526

7.05

Net added value produced by the Company

206,390

224,149

7.06

Added value received on transfer

23,373

-24,833

7.06.01

Equity pick-up

-28,264

-40,037

7.06.02

Financial income

51,637

15,204

7.07

Total added value to be distributed

229,763

199,316

7.08

Added value distribution

229,763

199,316

7.08.01

Personnel and payroll charges

85,771

76,887

7.08.02

Taxes and contributions

71,226

68,948

7.08.03

Compensation – Interest

113,406

123,098

7.08.04

Compensation – Company capital

-40,640

-69,617

7.08.04.03

Retained losses

-40,640

-69,617

 

11


 
 

 

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

CODE

DESCRIPTION

ACTUAL QUARTER
6/30/2014

PRIOR YEAR
31/12/2013

1

Total Assets

7,288,403

8,183,030

1.01

Current Assets

4,916,988

5,679,907

1.01.01

Cash and cash equivalents

135,089

215,194

1.01.01.01

Cash and banks

113,726

121,222

1.01.01.02

Short-term investments

21,363

93,972

1.01.02

Short-term investments

1,144,479

1,808,969

1.01.02.01

Fair value of short-term investments

1,144,479

1,808,969

1.01.03

Accounts receivable

1,709,718

1,909,877

1.01.03.01

Trade accounts receivable

1,709,718

1,909,877

1.01.03.01.01

Receivables from clients of developments

1,675,185

1,849,329

1.01.03.01.02

Receivables from clients of construction and services rendered

34,533

60,548

1.01.04

Inventories

1,577,905

1,442,019

1.01.07

Prepaid expenses

26,223

35,188

1.01.07.01

Prepaid expenses and others

26,223

35,188

1.01.08

Other current assets

323,574

268,660

1.01.08.01

Non current assets for sale

106,311

114,847

1.01.08.03

Others

217,263

153,813

1.01.08.03.01

Others accounts receivable

62,135

71,083

1.01.08.03.02

Receivables from related parties

154,653

82,547

1.01.08.03.03

Derivative financial instruments

475

183

1.02

Non Current assets

2,371,415

2,503,123

1.02.01

Non current assets

1,193,096

1,240,322

1.02.01.03

Accounts receivable

322,356

313,791

1.02.01.03.01

Receivables from clients of developments

322,356

313,791

1.02.01.04

Inventories

578,480

652,395

1.02.01.09

Others non current assets

292,260

274,136

1.02.01.09.03

Others accounts receivable and others

149,154

137,628

1.02.01.09.04

Receivables from related parties

143,106

136,508

1.02.02

Investments

1,032,662

1,120,076

1.02.02.01

Interest in associates and affiliates

1,032,662

1,120,076

1.02.03

Property and equipment

47,453

36,385

1.02.03.01

Operation property and equipment

47,453

36,385

1.02.04

Intangible assets

98,204

106,340

1.02.04.01

Intangible assets

55,124

63,260

1.02.04.02

Goodwill

43,080

43,080

1.02.04.02.01

Goodwill

43,080

43,080

 

12


 
 

 

 

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

CODE

DESCRIPTION

ACTUAL QUARTER
6/30/2014

PRIOR YEAR
31/12/2013

2

Total Liabilities

7,288,403

8,183,030

2.01

Current liabilities

2,093,894

2,683,023

2.01.01

Social and labor obligations

66,785

96,187

2.01.01.02

Labor obligations

66,785

96,187

2.01.01.02.01

Salaries, payroll charges and profit sharing

66,785

96,187

2.01.02

Suppliers

76,619

79,342

2.01.02.01

Local suppliers

76,619

79,342

2.01.03

Tax obligations

117,728

216,625

2.01.03.01

Federal tax obligations

117,728

216,625

2.01.04

Loans and financing

976,336

1,154,218

2.01.04.01

Loans and financing

622,942

590,386

2.01.04.01.01

In Local Currency

622,942

590,386

2.01.04.02

Debentures

353,394

563,832

2.01.05

Others obligations

768,738

1,064,532

2.01.05.01

Paybales to related parties

154,742

133,678

2.01.05.02

Others

613,996

930,854

2.01.05.02.01

Minimum mandatory dividends

32,945

150,067

2.01.05.02.04

Obligations for purchase of real estate and advances from customers

364,637

408,374

2.01.05.02.05

Payables to venture partners

7,517

112,886

2.01.05.02.06

Other obligations

161,760

176,740

2.01.05.02.07

Obligations assumed on assignment of receivables

47,137

82,787

2.01.06

Provisions

87,688

72,119

2.01.06.01

Tax, labor and civel lawsuits

87,688

72,119

2.01.06.01.01

Tax lawsuits

218

255

2.01.06.01.02

Labor lawsuits

36,406

23,876

2.01.06.01.04

Civel lawsuits

51,064

47,988

2.02

Non current liabilities

2,056,378

2,285,524

2.02.01

Loans and financing

1,696,853

1,905,310

2.02.01.01

Loans and financing

814,345

1,047,924

2.02.01.01.01

Loans and financing in local currency

814,345

1,047,924

2.02.01.02

Debentures

882,508

857,386

2.02.02

Other obligations

170,687

197,753

2.02.02.02

Others

170,687

197,753

2.02.02.02.03

Obligations for purchase of real estate and advances from customers

70,158

79,975

2.02.02.02.04

Other obligations

64,066

69,874

2.02.02.02.05

Payables to venture partners

7,145

10,794

2.02.02.02.06

Obligations assumed on assignment of receivables

29,318

37,110

2.02.03

Deferred taxes

55,310

56,652

2.02.03.01

Deferred income tax and social contribution

55,310

56,652

2.02.04

Provisions

133,528

125,809

 

13


 
 

 

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

CODE

DESCRIPTION

ACTUAL QUARTER
6/30/2014

PRIOR YEAR
31/12/2013

2.02.04.01

Tax, labor and civel lawsuits

133,528

125,809

2.02.04.01.01

Tax lawsuits

1,419

1,336

2.02.04.01.02

Labor lawsuits

32,232

31,748

2.02.04.01.04

Civel lawsuits

99,877

92,725

2.03

Equity

3,138,131

3,214,483

2.03.01

Capital

2,740,662

2,740,662

2.03.01.01

Capital

2,740,662

2,740,662

2.03.02

Capital Reserves

-52,589

-18,687

2.03.02.04

Granted options

136,143

125,600

2.03.02.05

Treasury shares

-110,945

-73,070

2.03.02.07

Reserve for expenditures with public offering

-71,217

-71,217

2.03.02.08

Income from treasury shares' transfer

-6,570

-

2.03.04

Income Reserve

468,749

468,749

2.03.04.01

Legal Reserve

31,593

31,593

2.03.04.02

Statutory Reserve

437,156

437,156

2.03.05

Retained earnings/accumulated losses

-40,640

-

2.03.09

Non-controlling interest

21,949

23,759

 

14


 
 

 

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

   

CODE

DESCRIPTION

ACTUAL QUARTER

 04/01/2014 to 06/30/2014

YEAR TO DATE

 01/01/2014 to

 06/30/2014

SAME QUARTER FROM

 PREVIOUS YEAR

 04/01/2014 to 06/30/2014

YEAR TO DATE

 FROM PREVIOUS

 YEAR 01/01/2013 to

 06/30/2013

3.01

Net Sales and/or Services

574,830

1,007,531

640,864

1,148,414

3.02

Cost of sales and/or services

-409,926

-745,279

-497,066

-926,471

3.02.01

Cost of real estate development

-409,926

-745,279

-497,066

-926,471

3.03

Gross profit

164,904

262,252

143,798

221,943

3.04

Operating expenses/income

-152,215

-275,447

-144,430

-250,762

3.04.01

Selling expenses

-43,093

-73,875

-60,407

-115,627

3.04.02

General and administrative expenses

-56,418

-107,837

-49,599

-102,604

3.04.05

Other operating expenses

-55,296

-95,310

-19,936

-36,162

3.04.05.01

Depreciation and amortization

-15,977

-29,999

-11,022

-20,431

3.04.05.02

Other operating expenses

-39,319

-65,311

-8,914

-15,731

3.04.06

Equity pick-up

2,592

1,575

-14,488

3,631

3.05

Income (loss) before financial results and income taxes

12,689

-13,195

-632

-28,819

3.06

Financial

-3,072

-10,986

-33,662

-82,827

3.06.01

Financial income

37,965

82,161

16,757

35,688

3.06.02

Financial expenses

-41,037

-93,147

-50,419

-118,515

3.07

Income before income taxes

9,617

-24,181

-34,294

-111,646

3.08

Income and social contribution taxes

-11,672

-18,269

-6,992

-13,429

3.08.01

Current

-9,810

-16,874

-5,202

-9,165

3.08.02

Deferred

-1,862

-1,395

-1,790

-4,264

3.09

Income (loss) from continuing operation

-2,055

-42,450

-41,286

-125,075

3.10

Income (loss) from discontinuing operation

-

-

42,473

80,765

3.10.01

Income (loss) from discontinuing operation

-

-

42,473

80,765

3.11

Income (loss) for the period

-2,055

-42,450

1,187

-44,310

3.11.01

Income (loss) attributable to the Company

-851

-40,640

-14,144

-69,617

 

 

15


 
 

 

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

CODE

DESCRIPTION

ACTUAL QUARTER

 04/01/2014 to 06/30/2014

YEAR TO DATE

 01/01/2014 to

 06/30/2014

SAME QUARTER FROM

 PREVIOUS YEAR

 04/01/2014 to 06/30/2014

YEAR TO DATE

 FROM PREVIOUS

 YEAR 01/01/2013 to

 06/30/2013

3.11.02

Net income attributable to non-controlling interests

-1,204

-1,810

15,331

25,307

3.99.01.01

ON

-0.00210

-0.1002

-0.0329

-0.1622

3.99.02.01

ON

-0.00210

-0.1002

-0.0329

-0.1622

 

 

16


 
 

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER 04/01/2014 to 06/30/2014

YEAR TO DATE 01/01/2014 to 06/30/2014

SAME QUARTER FROM PREVIOUS YEAR 04/01/2014 to 06/30/2014

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2013 to 06/30/2013

4.01

Income (loss) for the period

-2,055

-42,450

1,187

-44,310

4.03

Consolidated comprehensive income (loss) for the period

-2,055

-42,450

1,187

-44,310

4.03.01

Income (loss) attributable to Gafisa

-851

-40,640

-14,144

-69,617

4.03.02

Net income attributable to the noncontrolling interests

-1,204

-1,810

15,331

25,307

 

 

17


 
 

 

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

CODE

DESCRIPTION

YEAR TO DATE

 01/01/2014 to 06/30/2014

YEAR TO DATE FROM

 PREVIOUS YEAR

 01/01/2013 to 06/30/2013

6.01

Net cash from operating activities

-40,042

-41,174

6.01.01

Cash generated in the operations

154,886

-40,247

6.01.01.01

Loss before income and social contribution taxes

-24,181

-111,646

6.01.01.02

Stock options expenses

24,405

9,545

6.01.01.03

Unrealized interest and finance charges, net

70,624

19,424

6.01.01.04

Depreciation and amortization

29,999

20,431

6.01.01.05

Write-off of property and equipment, net

2,197

5,186

6.01.01.06

Provision for legal claims

51,796

15,238

6.01.01.07

Warranty provision

-10,957

-2,440

6.01.01.08

Provision for profit sharing

16,425

17,427

6.01.01.09

Allowance for doubtful accounts

-3,306

-2,965

6.01.01.10

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

379

-924

6.01.01.11

Provision for penalties due to delay in construction works

-675

-12,098

6.01.01.12

Financial instruments

-245

5,700

6.01.01.13

Equity pick-up

-1,575

-3,631

6.01.01.14

Provision for realization of non-financial assets – intangible

-

506

6.01.02

Variation in Assets and Liabilities

-194,928

-927

6.01.02.01

Trade accounts receivable

179,022

96,826

6.01.02.02

Properties for sale

-81,378

-127,903

6.01.02.03

Other accounts receivable

-2,398

-23,073

6.01.02.04

Transactions with related parties

-51,270

-13,697

6.01.02.05

Prepaid expenses

8,964

13,890

6.01.02.06

Suppliers

-1,479

13,537

6.01.02.07

Obligations for purchase of land and adv. from customers

-53,554

24,620

6.01.02.08

Taxes and contributions

-31,088

-17,103

6.01.02.09

Salaries and payable charges

-45,826

-39,326

6.01.02.10

Other obligations

-31,239

75,236

6.01.02.11

Income tax and social contribution paid

-84,682

-3,934

6.02

Net cash from investing activities

694,084

155,486

6.02.01

Purchase of property and equipment and intangible assets

-35,128

-37,522

6.02.02

Redemption of short-term investments

2,544,749

2,641,860

6.02.03

Short-term investments obtained

-1,880,258

-2,450,241

6.02.04

Investments increase

4,420

-3,876

6.02.05

Received dividends

60,301

5,265

6.03

Net cash from financing activities

-734,147

-69,765

6.03.01

Capital increase

-

4,863

6.03.02

Loans and financing obtained

378,913

948,313

6.03.03

Payment of loans and financing

-835,878

-857,622

6.03.04

Purchase of treasury shares

-51,353

-39,970

6.03.05

Proceeds from subscription of redeemable equity interest in securitization fund

-

-5,089

 

18


 
 

 

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

CODE

DESCRIPTION

YEAR TO DATE

 01/01/2014 to 06/30/2014

YEAR TO DATE FROM

 PREVIOUS YEAR

 01/01/2013 to 06/30/2013

6.03.06

Payables to venture partners

-109,018

-108,583

6.03.07

Loans with related parties

-6,598

-11,677

6.03.08

Treasury shares

13,480

-

6.03.09

Net result from treasury shares' alienation

-6,571

-

6.03.10

Dividends paid

-117,122

-

6.05

Net increase of cash and cash equivalents

-80,105

44,547

6.05.01

Cash and cash equivalents at the beginning of the period

215,194

432,202

6.05.02

Cash and cash equivalents at the end of the period

135,089

476,749

 

 

19


 
 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 01/01/2014 TO 06/30/2014 (in thousands of Brazilian reais)

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings

Others comprehensive income

Total Shareholders equity

Non Controlling interest

Total equity Consolidated

5.01

Opening balance

2,740,662

-18,687

468,749

-

-

3,190,724

23,759

3,214,483

5.03

Opening adjusted balance

2,740,662

-18,687

468,749

-

-

3,190,724

23,759

3,214,483

5.04

Capital transactions with shareholders

-

-33,902

-

-

-

-33,902

-

-33,902

5.04.03

Realization of granted options

-

10,542

-

-

-

10,542

-

10,542

5.04.04

Acquired treasury shares

-

-51,353

-

-

-

-51,353

-

-51,353

5.04.05

Sold treasury shares

-

6,909

-

-

-

6,909

-

6,909

5.05

Total of comprehensive income (loss)

-

-

-

-40,640

-

-40,640

-1,810

-42,450

5.05.01

Income (loss) for the period

-

-

-

-40,640

-

-40,640

-1,810

-42,450

5.07

Closing balance

2,740,662

-52,589

468,749

-40,640

-

3,116,182

21,949

3,138,131

 

 

20


 
 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 01/01/2013 TO 06/30/2013 (in thousands of Brazilian reais)

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings

Others comprehensive income

Total Shareholders equity

Non Controlling interest

Total equity Consolidated

5.01

Opening balance

2,735,794

35,233

-

-226,523

-

2,544,504

150,384

2,694,888

5.03

Opening adjusted balance

2,735,794

35,233

-

-226,523

-

2,544,504

150,384

2,694,888

5.04

Capital transactions with shareholders

4,863

-30,424

-

-

-

-25,561

-6,559

-32,120

5.04.01

Capital increase

-

-

-

-

-

4,863

819

5,682

5.04.03

Realization of granted options

-

9,546

-

-

-

9,546

2,687

12,233

5.04.04

Acquired treasury shares

-

-39,970

-

-

-

-39,970

-3,556

-43,526

5.04.06

Dividends

-

-

-

-

-

-

-6,509

-6,509

5.05

Total of comprehensive income (loss)

-

-

-

-69,617

-

-69,617

25,307

-44,310

5.05.01

Income (loss) for the period

-

-

-

-69,617

-

-69,617

25,307

-44,310

5.07

Closing balance

2,740,657

4,809

-

-296,140

-

2,449,326

169,132

2,618,458

 

21


 
 

 

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

 

CODE

DESCRIPTION

YEAR TO DATE 01/01/2014
to 06/30/2014

YEAR TO DATE
FROM PREVIOUS YEAR
01/01/2013 to 06/30/2013

7.01

Revenues

1,092,671

1,253,023

7.01.01

Real estate development, sale and services

1,061,801

1,172,116

7.01.04

Allowance for doubtful accounts

30,870

80,907

7.02

Inputs acquired from third parties

-773,089

-828,843

7.02.01

Cost of sales and/or services

-670,178

-856,704

7.02.02

Materials, energy, outsourced labor and other

-102,911

27,861

7.03

Gross added value

319,582

424,180

7.04

Retentions

-29,999

-20,431

7.04.01

Depreciation and amortization

-29,999

-20,431

7.05

Net added value produced by the Company

289,583

403,749

7.06

Added value received on transfer

83,736

39,319

7.06.01

Equity pick-up

1,575

3,631

7.06.02

Financial income

82,161

35,688

7.07

Total added value to be distributed

373,319

443,068

7.08

Added value distribution

373,319

443,068

7.08.01

Personnel and payroll charges

116,138

156,633

7.08.02

Taxes and contributions

122,220

167,770

7.08.03

Compensation – Interest

175,601

188,282

7.08.03.01

Interest

175,601

188,282

7.08.04

Compensation – Company capital

-40,640

-69,617

7.08.04.03

Retained losses

-40,640

-69,617

 

22


 
 


 
 

 

GAFISA RELEASES 2Q14 RESULTS

 

FOR IMMEDIATE RELEASE

São Paulo, August 08, 2014

Gafisa S.A. (Bovespa: GFSA3; NYSE: GFA), one of Brazil’s leading homebuilders, today reported financial results for the quarter ended June 30, 2014.

 

MANAGEMENT COMMENTS AND HIGHLIGHTS

We are pleased to report continued improvement in Gafisa and Tenda’s financial results during the second quarter of 2014. In spite of the uncertain economic environment and the impact, at the end of the quarter, of the World Cup in Brazil, the Company was able to report solid operating results, which positively impacted financial performance.

Gafisa’s profitability continues to improve. In the quarter, margins were in line with our expectations and are consistent with the business plan for the year. Adjusted gross margin reached 38.1%, and adjusted EBITDA margin was 20.9%, as a result of our strategy of consolidating operations in the more profitable markets of São Paulo and Rio de Janeiro. In response to the consumer spending environment in Brazil, we are taking a selective approach to product development and closely monitoring the execution process. In the second quarter we launched PSV of R$314.7 million in the Gafisa segment, comprising three projects in São Paulo and Osasco. Pre-sales during the period totaled R$ 251.3 million, reflecting the continued sale of inventory. The speed of sales improved on a sequential basis and was stable year-over-year. In the second quarter, the number of deliveries increased almost three-fold to 1,504 units, compared with 524 units in the 1Q14. The high level of deliveries underpinned the volume of transfers, which reached R$ 442.8 million in the first-half. While the sequential increase in quarterly unit deliveries led to an associated rise in cancellations, the result was lower on a year-over-year basis. The Gafisa segment generated net income of R$ 17.1 million in 2Q14, ending the 1H14 with accumulated income of R$ 14.8 million.

The Tenda segment also performed well. Net pre-sales totaled R$181.7 million, the best quarterly result since the fourth quarter of 2011, which marked the early stage of the turnaround process. The volume of sales cancelations declined 25.5% on a year-over-year basis, reflecting the immediate transfer of sales and the gradual reduction in legacy projects in the portfolio. While the segment’s performance improved in the quarter, sales were nonetheless impacted by the World Cup in Brazil, which reduced in store traffic. The performance of projects launched under the New Model was in line with expectations, due to good sales velocity, fast transfer to financial institutions and tight control over construction costs. In 2Q14, Tenda transferred 1,708 units, representing R$223.7 million in sales. This solid operating performance resulted in a significant improvement in financial results. Adjusted gross income reached R$69.4 million in the first-half, with a margin of 24.5%. The Company expects a sequential improvement in Tenda’s profitability, due to the ongoing streamlining of the segment’s cost and expense structure, the adherence to and strong performance of the New Business Model, and the contribution of a smaller number of underperforming legacy projects.

 

 

 

 

24


 
 

 

 

 

Consolidated launch volumes for the quarter reached R$413.7 million and R$949.1 million in the first-half, while pre-sales were R$433.0 million and R$672.3 million respectively. Adjusted gross profit was R$205.2 million with a margin of 35.7% in the quarter, 7.5 percentage points above that of the previous year. The result underscores the improved operating and financial performance achieved by the two segments in 2Q14. During the first-half, adjusted gross profit was R$337.4 million, with a margin of 33.5%. Adjusted EBITDA was R$89.8 million in 2Q14 and R$116.3 million in 1H14, with an EBITDA margin of 15.6% and 11.5%, respectively.

The Company reported a loss of R$851.0 thousand in the second quarter, as a profit of R$17.1 million in the Gafisa segment was offset by a loss of R$18.0 million in the Tenda segment. In 1H14, the net loss was R$40.6 million.

We would also like to highlight the Company’s operating cash generation in the first half of the year. We ended 2Q14 with operating cash flow of R$39.1 million, totaling R$ 146.1 million in 1H14, as a result of: (i) the Company’s success in transferring units sold to financing agents, with nearly R$851 million transferred in the period; and (ii) greater control over the business cycle. Free cash flow generation in 2Q14 was negative at R$ 1.3 million, while in 1H14, free cash flow was positive at R$19.2 million.

The Net Debt/Equity ratio was 44.9% at the end of June and stable on a sequential basis. Excluding project finance, the Net Debt/Equity ratio was negative 16.9%.

During the second quarter we made further progress in separating the Gafisa and Tenda business units into two independent companies. During the quarter, a number of administrative functions, including Services, Personnel and People Management, among others, were split, and are currently operating independently from an administrative point of view. At the same time, we continue to evaluate the most appropriate capital structure for Gafisa and Tenda.

Looking ahead, we are confident in our business’s prospects, and believe that the measures implemented to date mean we are well-positioned to face future challenges.

 

 

Sandro Gamba
Chief Executive Officer – Gafisa S.A.

Rodrigo Osmo
Chief Executive Officer – Tenda

 

 

25


 
 

 

 

FINANCIAL RESULTS

 

       Net revenue recognized by the “PoC” method was R$397.9 million in the Gafisa segment and R$176.9 million in the Tenda segment. This resulted in consolidated revenue of R$574.8 million in the second quarter, a reduction of 10.3% compared with the 2Q13, and an increase of 32.8% from the 1Q14. In the 1H14, net revenue reached R$1,007.5 million.

 

       Adjusted gross profit for 2Q14 was R$205.3 million, up from R$180.0 million in 2Q13 and R$132.1 million in the previous quarter. Adjusted gross margin rose to 35.7% versus 28.1% in the prior-year period and 30.5% in the 1Q14. Gafisa’s contribution was an adjusted gross profit of R$151.5 million, with an adjusted margin of 38.1%, while Tenda’s contribution was R$53.8 million, with a margin of 30.4% in 2Q14. In the first half, consolidated adjusted gross profit was R$337.4 million, and adjusted gross margin was 33.5%.

 

       Adjusted EBITDA was R$89.8 million in the 2Q14. The Gafisa segment reported adjusted EBITDA of R$83.4 million, while the Tenda segment’s adjusted EBITDA was negative at R$1.9 million. Please note that consolidated adjusted EBITDA includes Alphaville equity income, while the Gafisa segment’s adjusted EBITDA is net of this effect. At the end of 1H14, consolidated adjusted EBITDA reached R$116.3 million. Consolidated EBITDA margin reached 15.6% in 2Q14 and 11.5% in 1H14.

 

       The Company reported a consolidated net loss of R$851.0 thousand in the second quarter. Gafisa reported a profit of R$17.1 million, while Tenda reported a loss of R$18.0 million. In the 1H14, the net loss reached R$40.6 million.

 

       Operating cash generation reached R$39.1 million in the 2Q14 and R$146.1 million in the 1H14. In the 2Q14, the Company recorded cash burn of R$1.3 million, while in the first half, cash generation was R$19.2 million.

 

OPERATING RESULTS

 

       Launches totaled R$413.7 million in the 2Q14, compared to R$535.4 million in the 1Q14. In 1H14, R$949.1 million were launched. The Gafisa segment accounted for R$668.7 million across 6 projects, while the Tenda segment launched 6 projects with a total PSV of R$280.5 million.

 

       Consolidated pre-sales totaled R$433.0 million in the 2Q14, compared to R$386.8 million in the 2Q13. In the 1H14, sales reached R$672.4 million, with R$438.9 million in the Gafisa segment and R$233.5 million in the Tenda segment. Consolidated sales from launches in the period (1H14) represented 32% of the total, while sales from inventory comprised the remaining 68%.

 

       Consolidated sales over supply (SoS) reached 12.6% in 2Q14, compared to 7.5% in 1Q14. The result was stable on a year-over-year basis. In the Gafisa segment, SoS was 9.8%, while in the Tenda segment it was 20.8%.

 

       Consolidated inventory at market value increased R$61.9 million on a sequential basis, reaching R$3.0 billion. Gafisa’s inventory reached R$2.3 billion and Tenda’s inventory totaled R$691.4 million.

 

       Throughout the second quarter, the Company delivered 19 projects, totaling 3,689 units, representing R$678.2 million. The Gafisa segment delivered 1,504 units, while the Tenda segment delivered the remaining 2,185 units.

 

 

26


 
 

 

 

ANALYSIS OF RESULTS

 

Gafisa Segment

 

Gross Margin Expansion and Reduction in Expenses Benefit EBITDA Margin

The Gafisa segment’s margin has been improving in recent quarters, due to the consolidation of operations in certain markets and the delivery of legacy projects. In the 2Q14, adjusted gross profit increased to R$ 151.5 million, compared to R$ 116.5 million in the previous quarter and R$ 144.6 million in the 2Q13. Accordingly, the adjusted gross margin reached 38.1%, up from 35.7% in the 1Q14. Another highlight is the 14.0% y-o-y reduction in the amount of expenses, despite higher launch volumes in the period. These factors contributed to an increase in EBITDA margin to 20.9% from 16.8% in 1Q14 and 15.3% in the previous year.

 

Net Income

Net income for the period was R$17.1 million, compared to a loss of R$2.3 million in 1Q14, and profit of R$11.9 million in the year-ago period. Excluding the equity from Alphaville, at R$8.4 million, the Gafisa segment’s net income was positive at R$8.7 million, compared with net income of R$ 1.1 million in 1Q14 and a net loss of R$ 30.6 million in the previous year.

Note that currently Gafisa holds a 30% stake in Alphaville, while in 2Q13 this stake was 80%.

Gafisa Segment (R$ million)

2Q14

1Q14

2Q13

Adjusted Gross Profit

151.5

116.5

144.6

Adjusted Gross Margin

38.1%

35.7%

38.7%

Net Profit

17.1

(2.3)

11.9

Equity income from Alphaville

8.4

(3.4)

42.5

Net Profit Ex-Aphaville

8.7

1.1

(30.6)

 

Tenda Segment

 

Significant Gross Margin Expansion and Lower Expenses

The reduced contribution and complexity of Tenda legacy projects, coupled with the resumption of launches under a new business model, is resulting in a gradual improvement in the segment’s margins. In the 2Q14, adjusted gross profit increased to R$53.8 million, compared to R$15.6 million in the previous quarter and R$35.4 million in 2Q13. Accordingly, the adjusted gross margin reached 30.4%, compared to a margin of 14.7% in the 1Q14 and 13.3% in 2Q13.

A streamlined cost structure, which better reflects the size of operations, also contributed to the segment’s second quarter results. Selling, general and administrative expenses once again decreased from a year earlier, with a sharp 30.0% reduction in selling expenses, despite higher launch volumes in the period. This was mainly driven by the sale of units through Tenda’s own stores, which is one of the pillars of the new Tenda business model.

 

Net Income

Second quarter net income was negative at R$18.0 million, compared to a net loss of R$37.5 million in 1Q14, and R$26.0 million in 2Q13.

 

Tenda Segment (R$ million)

2Q14

1Q14

2Q13

Adjusted Gross Profit

53.8

15.6

35.4

Adjusted Gross Margin

30.4%

14.7%

13.3%

Net Profit

(18.0)

(37.5)

(26.0)

 
 

27


 
 

 

 

RECENT EVENTS

 

Share Buyback Program

Regarding the share buyback program in place, on July 25, 2014, the Company had acquired 24 million shares, or around 74% of the total amount permitted, considering the maximum amount of 32,938,554 shares.

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

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

 

Change in Tenda Securities Issuer Category

In keeping with the process to separate the Gafisa and Tenda business units, on July 29, 2014 the Company informed the market that the Brazilian Securities and Exchange Commission (CVM) authorized Tenda to change its securities issuer category to Category “A”.

Such conversion is part of the first phase of the process to separate the two segments, which was announced in February. Both Gafisa and Tenda are still working on studies related to separation alternatives and assessing issues relating to capital structure, liquidity, fiscal, tax, legal and corporate aspects, among others.

 

 

 

28


 
 

 

 

Key Numbers for the Gafisa

Table 1 – Gafisa Segment - Operating and Financial Highlights – (R$000, and % Gafisa)

 

2Q14

1Q14

Q/Q (%)

2Q13

Y/Y (%)

Launches

314,733

353,934

-11.1%

215,910

45.8%

Net pre-sales

251,290

187,555

34.0%

216,911

15.8%

Net pre-sales of Launches

116,334

37,915

206.8%

 109,909

5.8%

Sales over Supply (SoS)

9.8%

7.9%

190 bps

9.8%

0 bps

Delivered projects (Units)

1,504

524

187.0%

1,642 

-8.4%

Net Revenue

397,907

326,750

21.8%

374,360

6.3%

Adjusted Gross Profit¹

151,446

116,530

30.0%

144,575

4.8%

Adjusted Gross Margin¹

38,1%

35.7%

240 bps

38.7%

-66 bps

Adjusted EBITDA2

83,353

54,810

52.1%

57,271

59.5%

Adjusted EBITDA Margin2

20.9%

16.8%

417 bps

15.3%

560 bps

Net Income (Loss)

17,132

-2,331

-835.0%

11,867

44.4%

Backlog revenues

1,298,089

1,429,230

-9.2%

1,832,247

-29.2%

Backlog results ³

470,361

526,273

-10.6%

639,307

-26.4%

Backlog margin ³

36.2%

36.8%

-59 bps

34.9%

134 bps

1) Adjusted by capitalized interests

2) Adjusted by expenses with stock option plans (non-cash), minority. EBITDA from Gafisa segment does not consider the equity income from Alphaville.

3) Backlog results net of PIS/COFINS taxes – 3.65%, and excluding the impact of PVA (Present Value Adjustment) method according to Law 11,638.

 

 

 

 

Key Numbers for Tenda

Table 2 – Tenda Segment - Operating and Financial Highlights – (R$000, and % Tenda)

 

2Q14

1Q14

Q/Q (%)

2Q13

Y/Y (%)

Launches

99,011

181,445

-45.4%

33,056

199.5%

Net pre-sales

181,728

51,767

251.0%

169,841

7.0%

Net pre-sales of Launches

42,299

20,256

108.8%

 68,541

-37.8%

Sales over Supply (SoS)

20.8%

6.4%

1440 bps

20.0%

80 bps

Delivered projects (Units)

2,185

1,272

71.8%

 1,731

26.2%

Net Revenue

176,923

105,951

67.0%

266,504

-33.6%

Adjusted Gross Profit¹

53,805

15,563

245.7%

35,398

52.0%

Adjusted Gross Margin¹

30.4%

14.7%

1572 bps

13.3%

1693 bps

Adjusted EBITDA2

-1,907

-24,913

-92.3%

-5,824

-67.3%

Adjusted EBITDA Margin2

-1.1%

-23.5%

2244 bps

-2.2%

111 bps

Net Income (Loss)

-17,983

-37,460

-52.0%

-26,012

-30.9%

Backlog revenues

207,912

212,031

-1.9%

315,842

-34.2%

Backlog results ³

61,563

67,482

-8.8%

69,326

-11.2%

Backlog margin ³

29.6%

31.8%

-222 bps

21.9%

766 bps

1) Adjusted by capitalized interests

2) Adjusted by expenses with stock option plans (non-cash), minority. Tenda does not hold equity in Alphaville.

3) Backlog results net of PIS/COFINS taxes – 3.65%, and excluding the impact of PVA (Present Value Adjustment) method according to Law 11,638.

 

 

 

 

29


 
 

 

 

 

 

Key Consolidated Numbers

Table 3 - Operating and Financial Highlights – (R$000, and % Company)

 

2Q14

1Q14

Q/Q (%)

2Q13

Y/Y (%)

Launches

413,744

535,379

-22.7%

248,966

66.2%

Launches, units

1,089 

1,866

-41.6%

609 

78.8%

Pre-sales

433,018

239,323

80.9%

386,752

12.0%

Pre-sales, units

1,628 

767

112.2%

1,834 

-11.2%

Pre-sales of Launches

158,633

58,171

172.7%

153,099 

3.6%

Sales over Supply (SoS)

12.6%

7.5%

510 bps

12.6%

0 bps

Delivered projects (PSV)

678,171

557,508

21.6%

 636,681

6.5%

Delivered projects, units

3,689

1,796

105.4%

 3,373

9.4%

Net Revenue

574,830

432,701

32.8%

640,864

-10.3%

Adjusted Gross Profit1

205,261

132,093

55.4%

179,972

14.1%

Adjusted Gross Margin¹

35.7%

30.5%

518 bps

28.1%

763 bps

Adjusted EBITDA ²

89,838

26,470

239.4%

93,921

-4.3%

Adjusted EBITDA Margin ²

15.6%

6.1%

951 bps

14.7%

97 bps

Net Income (Loss)

-851

-39,789

-97.9%

-14,144

-94.0%

Backlog revenues

1,506,001

1,641,262

-8.2%

2,148,090

-29.9%

Backlog results ³

531,924

593,755

-10.4%

708,634

-24.9%

Backlog margin ³

35.3%

36.2%

-86 bps

33.0%

233 bps

Net Debt + Investor Obligations

1,408,283

1,403,824

0.3%

2,519,219

-44.1%

Cash and cash equivalents

1,279,568

1,563,226

-18.1%

1,101,160

16.2%

Shareholder’s Equity

3,116,182

3,106,356

0.3%

2,449,326

27.2%

Shareholder’s Equity+ Minority

3,138,131

3,129,509

0.3%

2,618,458

19.8%

Total Assets

7,288,403

7,618,063

-4.3%

8,492,744

-14.2%

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

44.9%

44.9%

2 bps

96.2%

-5133 bps

1) Adjusted by capitalized interests

2) Adjusted by expenses with stock option plans (non-cash), minority. Consolidated EBITDA considers the equity income from Alphaville.

3) Backlog results net of PIS/COFINS taxes – 3.65%, and excluding the impact of PVA (Present Value Adjustment) method according to Law 11,638.

 

 

 

 

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Update on the Separation Process

 

Administrative Split and Next Steps

Throughout this quarter, the Company continued to evaluate the potential separation of the Gafisa and Tenda business units.

As previously reported, a separation would be the next step in a comprehensive plan initiated by management to enhance value creation for both business units and its shareholders.

As announced in the first quarter, the Company made some initial progress in splitting Gafisa and Tenda’s administrative structures, so that they can operate independently in the future.

In this quarter, the Company made the following progress:

(1)   Effective separation of the following areas: Services, Personnel and Management Center, among others;

(2)   Physical separation of business units, with the aforementioned teams established at their respective head offices: Gafisa and Tenda;

(3)   Appointment of Felipe Cohen as the new Chief Financial and Investor Relations Officer of Tenda. The appointment marks an additional step in establishing the Tenda business as a standalone entity.

 

At the same time, the Company continues to evaluate separation alternatives for the two companies.

Among the initiatives and studies being undertaken, we highlight:

(1)   Review of relationship with agents potentially linked to the separation process in order to align  contractual and operational issues related to the possible separation.;

(2)   Amendment with the Brazilian Securities and Exchange Commission (CVM), related to the category of Tenda as an issuer. Since late July 2014, Tenda became registered under Category A.

(3)   Continuity of studies regarding the definition of a capital structure, which is appropriate to the business cycle of each company, as well as liquidity, and fiscal, tax, legal, corporate aspects, among others.

 

Over the coming months, the Company will continue the necessary studies for the separation of Gafisa and Tenda, and will keep its shareholders and the market informed as to the progress and developments of this process.

 

 

 

 

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GAFISA SEGMENT 

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

 

Operating Results

 

Launches and Pre-Sales

Second quarter launches totaled R$314.7 million, representing 3 projects/phases located in the cities of São Paulo and Osasco. In the 2Q13, the segment registered R$215.9 million in launches.

 

 

 

The Gafisa segment’s 2Q14 gross pre-sales totaled R$371.2 million. Taking into account a 12.9% y-o-y decline in the volume of dissolutions, 2Q14 net pre-sales increased 15.9% y-o-y to R$251.3 million. The sale of units launched during the quarter represented 38.3% of the total, reaching R$96.3 million. The segment accounted for 76% of consolidated launches.

 

 

 

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

 

2Q14

1Q14

Q/Q(%)

2Q13

Y/Y(%)

Launches

314,733

353,934

-11.1%

215,910

45.8%

Pre-sales

251,290

187,555

34.0%

216,911

15.8%

 
 
 

32


 
 

 

 

Sales over Supply (SoS)

 

2Q14 sales velocity increased to 9.8% from 7.9% in 1Q14 and was in line with the previous year. Considering the last 12 months, Gafisa’s SoS ended the 2Q14 at 31.8%.

 

Dissolutions

The Company has achieved a consistent reduction in the level of dissolutions. Gafisa segment dissolutions decreased 12.9% y-o-y, in keeping with a decline in the level of dissolutions to a more stable level.

 

 

Of the 255 Gafisa segment units cancelled and returned to inventory, 57.6% were resold in the same period.

 

Inventory

In 2Q14, Gafisa maintained its focus on inventory reduction initiatives. Accordingly, inventory represented 62% of total sales in the period. The market value of Gafisa segment inventory reached R$2.3 billion in the 2Q14, as compared to R$2.2 billion in the previous quarter. Finished units outside of core markets accounted for R$220.9 million, or 9.5% of total inventory.

Table 5. Gafisa Segment – Inventory at Market Value (R$000)

 

Inventories BoP 1Q14

Launches

Dissolutions

Pre-Sales

Adjusts + Other

Inventories EoP 2Q14

% Q/Q

São Paulo

1,381,135

314,733

94,078

(285,129)

45,702

1,550,518

12.3%

Rio de Janeiro

561,294

-

7,217

(32,505)

14,626

550,633

-1.9%

Other Markets

256,867

-

18,622

(53,573)

(985)

220,931

-14.0%

Total

2,199,296

314,733

119,917

(371,207)

59,342

2,322,081

5.6%

 

During the same period, finished units comprised R$312.9 million, or 13.5% of total inventory. Of this amount, inventory from projects launched outside core markets represented R$180.3 million, as compared to R$196.7 million in 1Q14. The Company has seen an improvement in the sales velocity in these markets over the past few quarters, and believes that between the end of 2015 and beginning of 2016 it will have monetized a relevant portion of its inventory in non-core markets.

 

 

 

 

33


 
 

 

Table 6. Gafisa Segment – Inventory at Market Value - Construction Status (R$000)

 

Not initiated

Up to 30% built

30% to 70% built

More than 70% built

Finished

units ¹

Total 1Q14

São Paulo

280,180

130,693

944,665

102,487

92,494

1,550,518

Rio de Janeiro

165,088

-

111,138

234,240

40,166

550,633

Other Markets

-

-

-

40,605

180,326

220,931

Total

445,268

130,693

1,055,803

377,332

312,986

2,322,081

 

1) Inventory at market value includes projects in partnership. This indicator is not comparable to the accounting inventory, due to the implementation of new accounting practices on behalf of CPCs 18, 19 and 36.

 

 

Landbank

Gafisa segment landbank, with a PSV of approximately R$6.1 billion, is comprised of 32 different projects/ phases, amounting to nearly 10.8 thousand units, 77% located in São Paulo and 23% in Rio de Janeiro. The largest portion of land acquired through swap agreements is in Rio de Janeiro, thereby impacting the total amount of land acquired through swaps, which reached 59% in the second quarter.

 

Table 7. Gafisa Segment- Landbank (R$000)

 

PSV - R$ mm

(% Gafisa)

%Swap
Total

%Swap
Units

%Swap
Financial

Potential Units

(% Gafisa)

Potential units

(100%)

São Paulo

4,736,453

43%

42%

1%

9,045

9,945

Rio de Janeiro

1,413,300

90%

90%

0%

1,725

1,728

Total

6,149,753

59%

59%

0%

10,770

11,673

 

Table 8. Gafisa Segment - Changes in the Landbank (R$000)

 

Initial Landbank

Land Aquisition

Launches

Adjusts

Final Landbank

São Paulo

4,944,213

118,375

(314,733)

(11,402)

4,736,453

Rio de Janeiro

1,414,269

-

-

(969)

1,413,300

Total

6,358,482

118,375

(314,733)

(12,371)

6,149,753

 

In 2Q14, the Company acquired new land with potential PSV of R$118.4 million at a cost of R$20.2 million, of which 46.5% was acquired with cash, and 53.5% through swap agreements. In regards to the land acquired in the quarter, about R$2.3 million was disbursed in 2Q14 and approximately another R$7.1 million will be disbursed by the end of the year.

 

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

 

 

Gafisa Vendas

During the 2Q14, Gafisa Vendas – the Company’s independent sales unit, with operations in São Paulo and Rio de Janeiro - accounted for 53.6% of gross sales. Gafisa Vendas currently has a team of 410 highly trained, dedicated consultants, combined with an online sales force.

 

 

Delivered Projects

During 2Q14, Gafisa delivered 8 projects/phases and 1,504 units.

 

 

 

34


 
 

 

 

Table 9. Gafisa Segment - Delivered Projects

 

2Q14

1Q14

Q/Q (%)

2Q13

Y/Y (%)

PSV Transferred 1

210,677

232,076

-9.2%

208,467

1.1%

Delivered Projects

8

5

100.0%

9

-11.1%

Delivered Units

1,504

524

187.0%

1,642

-8.4%

Delivered PSV 2

454,880

458,420

-0.8%

436,038

4.3%

1) PSV refers to potential sales value of the units transferred to financial institutions.

2) PSV - Potential sales value of delivered units.

 

Financial Results

 

Revenues

Net revenues for the Gafisa segment in 2Q14 totaled R$397.9 million, up 21.8% versus 1Q14 and 6.3% versus the prior year period.

 

In the 2Q14, approximately 97.6% of Gafisa Segment revenues were derived from projects in Rio de Janeiro and São Paulo, while 2.4% were derived from projects in non-core markets. The table below provides additional details.

 

Table 10. Gafisa Segment - Revenue Recognition (R$000)

 

2Q14

2Q13

LLaunches 

Pre-sales

% Sales

Launches

Pre-sales

% Sales

Launches

Pre-sales

% Sales

2014

116,334

46.3%

5,711

1.4%

-

-

-

-

2013

11,977

4.8%

63,529

16.0%

98,214

45.3%

34,195

9.1%

2012

42,528

16.9%

125,655

31.6%

72,592

33.5%

52,261

14.0%

≤ 2011

80,451

32.0%

203,012

51.0%

46,105

21.3%

287,904

76.9%

Total

251,290

100.0%

397,907

100.0%

216,911

100.0%

374,360

100.0%

SP + RJ

216,338

86.1%

388,504

97.6%

201,605

92.9%

352,581

94.2%

Other Markets

34,952

13.9%

9,402

2.4%

15,305

7.1%

21,779

5.8%

 

Gross Profit & Margin

Gross profit for the Gafisa segment in 2Q14 was R$119.1 million, compared to R$88.9 million in 1Q14, and R$124.1 million in the prior year period. Gross margin for the quarter was 29.9%, up 274 bps over the previous quarter. Gafisa’s margins and profitability have improved, in keeping with the delivery of legacy projects and the strategic geographic consolidation. At the same time, the increased contribution of newer, more profitable projects launched by the end of 2013 positively impacted results. Excluding financial impacts, the adjusted gross margin reached 38.1%.

 

The below table contains more details on the breakdown of Gafisa’s gross margin in 2Q14.

Table 11. Gafisa Segment– Gross Margin (R$000) 

 

2T14

1T14

T/T (%)

2T13

A/A (%)

Net Revenue

397,907

326,750

21.8%

374,360

6.3%

Gross Profit

119,135

88,890

34.0%

124,065

-4.0%

Gross Margin

29.9%

27.2%

274 bps

33.1%

-320 bps

( - ) Financial costs

-32,321

-27,640

16.9%

-20,510

57.6%

Adjusted Gross Profit

151,456

116,530

30.0%

144,575

4.8%

Adjusted Gross Margin

38.1%

35.7%

240 bps

38.7%

-66 bps

 

35


 
 

 

 

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

 

SP + RJ

Other Markets

2Q14

Net Revenue

388,504

9,403

397,907

Adjusted Gross Profit

149,742

1,715

151,457

Adjusted Gross Margin

38.5%

18.2%

38.1%

 

Selling, General and Administrative Expenses (SG&A)

SG&A expenses totaled R$59.8 million in the 2Q14, a 14.0% decrease y-o-y. Selling expenses decreased by R$11.1 million, or 27.9% y-o-y, despite the higher volume of launches, totaling R$28.4 million, reflecting lower marketing expenses and sales commissions. To note, due to the concentration of first quarter launches in the last weeks of the period, a large proportion of sales expenses were accounted for in the 2Q14 results.

 

The segment’s general and administrative expenses reached R$ 31.4 million, remaining stable compared with previous quarters.

Table 13. Gafisa Segment– SG&A Expenses (R$000) 

 

2Q14

1Q14

Q/Q (%)

2Q13

Y/Y (%)

Selling Expenses

28,425

18,995

49.6%

39,438

-27.9%

General & Administrative Expenses

31,406

32,449

-3.2%

30,105

4.3%

Total SG&A Expenses

59,831

51,444

16.3%

69,543

-14.0%

Launches

314,733

353,934

-11.1%

215,910

45.8%

Net Pre-Sales

251,290

187,555

34.0%

216,911

15.8%

Net Revenue

397,907

326,750

21.8%

374,360

6.3%

 

In the quarter, the Company recorded a R$ 13.9 million provision for the stock option program of its former subsidiary Alphaville, with exercise scheduled for 2014. To note, this is a one-off expense, which impacts cash only in the next quarter. As a result, the Other Operating Income/Expenses line totaled an expense of R$24.3 million, a 52.3% increase compared with 1Q14. Excluding the effect of the provision, this line was R$ 10.5 million, a 34.4% decrease compared to the previous quarter.

 

Adjusted EBITDA

Adjusted EBITDA for the Gafisa segment totaled R$83.4 million in the 2Q14, up 45.5%, as compared to R$57.3 million in the previous year and above the R$54.8 million recorded in 1Q14. Adjusted EBITDA does not take into consideration the impact of Alphaville equity income. The adjusted EBITDA margin, using the same criteria, experienced a sharp increase, reaching 20.9%, compared with a margin of 15.3% in the year-ago period. In 1H14, the Gafisa segment’s adjusted EBITDA reached R$138.2 million, with a margin of 19.1%.

 

In 2Q14, Gafisa’s operating performance benefited from by a R$ 9.7 million, or 14.0%, y-o-y reduction in the level of selling, general and administrative expenses.

 

 

 

 

36


 
 

 

 

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

 

2Q14

1Q14

Q/Q(%)

2Q13

Y/Y(%)

Net (Loss) Profit

17,132

-2,331

-835.0%

11,867

44.4%

(+) Financial results

4,405

7,824

-43.7%

35,563

-87.6%

(+) Income taxes

7,208

4,022

79.2%

3,461

108.3%

(+) Depreciation & Amortization

11,311

11,206

0.9%

8,558

32.2%

(+) Capitalized interests

32,321

27,640

16.9%

20,510

57.6%

(+) Expenses w/ stock options

20,809

3,570

482.9%

4,851

329.0%

(+) Minority shareholders

-1,441

-548

163.0%

14,935

-109.6%

(-) Alphaville Effect Result

-8,392

3,427

-344.9%

-42,473

-80.2%

Adjusted EBITDA

83,353

54,810

52.1%

57,272

45.5%

Net revenue

397,907

326,750

21.8%

374,360

6.3%

Adjusted EBITDA Margin

20.9%

16.8%

417 bps

15.3%

565 bps

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

2)        Gafisa segment EBITDA does not consider the impact of Alphaville equity income.

 

Backlog of Revenues and Results 

The backlog of results to be recognized under the PoC method was R$470.4 million in the 2Q14. The consolidated margin for the quarter was 36.2%, an increase of 134 bps compared to the result posted last year. The table below shows the backlog margin:

Table 15. Gafisa Segment - Results to be recognized (REF) (R$000)

 

2Q14

1Q14

Q.Q(%)

2Q13

Y.Y(%)

Revenues to be recognized

1,298,089

1,429,230

-9.2%

1,832,247

-29.2%

Costs to be recognized (units sold)

-827,728

-902,957

-8.3%

-1,192,940

-30.6%

Results to be Recognized

470,361

526,273

-10.6%

639,307

-26.4%

Backlog Margin

36.2%

36.8%

-59 bps

34.9%

134 bps

 

 

37


 
 

 

 

TENDA SEGMENT 

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

 

 

Operating Results

 

Tenda Segment Launches

Second quarter launches totaled R$99.0 million and included 2 projects/phases in the states of Rio de Janeiro and Minas Gerais. The brand accounted for 24% of 2Q14 consolidated launches.

 

 

During 2Q14, gross sales reached R$299.3 million, while net pre-sales totaled R$181.7 million. Sales from inventory accounted for 94.4% of the total, while sales from units launched during 2Q14 accounted for the remaining 5.6%.

 

All new projects under the Tenda brand are being developed in phases, in which all pre-sales are contingent on the ability to pass mortgages onto financial institutions.

 

 

Table 16. Tenda Segment – Launches and Pre-sales (R$000)

 

2Q14

1Q14

Q/Q (%)

2Q13

Y/Y (%)

Lauches

99,011

181,445

-45.4%

33,056

199.5%

Pre-sales

181,728

51,767

251.0%

169,841

7.0%

 
 
 

38


 
 

 

 

Sales over Supply (SoS)

In 2Q14, sales velocity (sales over supply) continued to improve, reaching 20.8%, which is in line with the same period last year. Considering the last 12 months, Tenda’s SoS ended the 2Q14 at 44.2%.

 

 

 

 

Dissolutions

The level of dissolutions in the Tenda segment has decreased since the end of 2011, declining 25.5% to R$117.6 million in 2Q14 compared with 2Q13.

 

 

 

A high volume of recent deliveries, combined with changes to Caixa’s credit criteria in the last 2 quarters of 2013, impacted the ability of some customers to secure financing and resulted in an increase in first quarter 2014 cancellations. As expected, the impact of these factors has diminished and the level of cancellations in Tenda resumed its downward trend in this quarter. Approximately 80% of 2Q14 dissolutions in the Tenda segment related to old projects.

Table 17. Tenda Segment – Net Pre-sales by Market (R$000)

 

1Q12

2Q12

3Q12

4Q12

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

New Model

 

 

 

 

 

 

 

 

 

 

Gross Sales

-

-

-

-

13,656

57,011

59,713

84,491

94,365

116,302

Dissolutions

-

-

-

-

-

(2,126)

(7,433)

(6,293)

(34,195)

(25,135)

Net Sales

-

-

-

-

13,656

54,885

52,279

78,197

60,170

91,167

Legacy Projects

 

 

 

 

 

 

 

 

 

 

Gross Sales

249,142

344,855

293,801

287,935

225,646

270,677

223,909

154,197

150,566

183,040

Dissolutions

(339,585)

(329,127)

(263,751)

(317,589)

(232,517)

(155,722)

(126,038)

(68,769)

(158,969)

(92,479)

Net Sales

(90,443)

15,728

30,050

(29,653)

(6,871)

114,956

97,872

85,429

(8,402)

90,561

Total

 

 

 

 

 

 

 

 

 

 

Dissolutions

3,157

2,984

2,202

2,509

1,700

1,172

924

491

1,259

810

Gross Sales

249,142

344,855

293,801

287,935

239,302

327,689

283,622

238,688

244,931

299,342

Dissolutions

(339,585)

(329,127)

(263,751)

(317,589)

(232,517)

(157,848)

(133,471)

(75,062)

(193,164)

(117,614)

Net Sales

(90,443)

15,728

30,050

(29,653)

6,785

169,841

150,151

163,626

51,767

181,728

Total (R$)

(90,443)

15,728

30,050

(29,653)

6,785

169,841

150,151

163,626

51,767

181,728

MCMV

(95,759)

21,461

7,977

(3,630)

36,191

142,602

119,215

122,428

57,157

151,434

Out of MCMV

6,316

(5,733)

22,074

(26,023)

(29,406)

29,239

30,936

41,198

(5,390)

30,294

 

 

 

39


 
 

 

 

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

 

Of the 788 Tenda units cancelled and returned to inventory in the quarter, 55% were resold to qualified customers during the same period. In 1H14, nearly 79% of dissolutions related to the new Tenda model were resold in the same period. The sale and transfer process plays an important role in the New Tenda Business Model, in which we expect that, within a period of up to 90 days, the effective sale and transfer process is complete.

 

Tenda Segment Transfers

In the 2Q14, Tenda transferred 1,708 units to financial institutions, representing R$223.7 million. In the 1H14, Tenda transferred 3,176 units, representing R$413.2 million.

 

Table 18. Tenda Segment - PSV Transferred - Tenda (R$000)

 

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

New Projects

-

26,608

26,608

42,921

49,776

69,563

Legacy

274,358

249,699

230,613

145,038

139,721

154,155

PSV Transferred1

274,358

276,308

257,222

187,959

189,497

223,717

1)        PSV transferred refers to actual effective cash inflow of the units transferred to financial institutions.

 

Tenda Segment Delivered Projects

During 2Q14, Tenda delivered 11 projects/phases and 2,185 units. Regarding Tenda’s legacy projects, there are around 4,400 remaining units to be delivered.

 

Inventory

Tenda has achieved satisfactory results in its inventory reduction initiatives, with inventory representing 94.4% of total sales. The market value of Tenda inventory was R$691.4 million at the end of the second quarter, down 9.1% when compared to R$752.3 million at the end of 1Q14. Inventory related to the remaining units for the Tenda segment totaled R$421.6 million or 60.9% of the total, down 14.3% over 1Q14. During the period, inventory comprising units within the Minha Casa, Minha Vida program totaled R$487.9 million, or 70.6% of total inventory, while units outside the program totaled R$203.6 million in the 2Q14, down 21.8% q-o-q.

 

Table 19. Tenda Segment -  Inventory at Market Value (R$000) – by Region

 

Inventories IP1
1Q14

Launches

Dissolutions

Pre-sales

Price Adjustment + Others5

Inventories FP2 2Q14

% Q/Q3

São Paulo

189.051

-

31.043

(74.970)

15.239

160.362

17,9%

Rio de Janeiro

145.119

38.592

11.683

(60.278)

9.475

144.591

0,4%

Minas Gerais

52.069

60.419

18.374

(29.231)

(3.151)

98.480

-47,1%

Bahia & Pernambuco

129.016

-

13.894

(45.975)

4.830

101.765

26,8%

Others

237.047

-

42.620

(88.888)

(4.549)

186.229

27,3%

Total Tenda

752.302

99.011

117.614

(299.342)

21.844

691.428

8,8%

MCMV

491.992

99.011

83.694

(235.127)

48.288

487.857

0,8%

Out of MCMV

260.309

-

33.921

(64.215)

(26.444)

203.571

27,9%

 

Table 19. Tenda Segment - Inventory at Market Value  (R$000) – Construction Status

 

Not initiated

Up to 30% built

30% to 70% built

More than 70% built

Finished
units ¹

Total 2Q14

New Model - MCMV

-

184,193

76,161

8,644

875

269,874

Legacy - MCMV

-

-

-

36,369

181,615

217,983

Legacy – Out of MCMV

-

-

-

35,875

167,696

203,571

Total Tenda

-

184,193

76,161

80,887

350,186

691,428

1) Inventory at market value includes projects in partnership. This indicator is not comparable to the accounting inventory, due to the implementation of new accounting practices on behalf of CPC’s 18, 19 and 36.

 

 

 

40


 
 

 

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

 

Tenda Segment Landbank

Tenda segment landbank, with a PSV of approximately R$2.7 billion, is comprised of 32 different projects/phases, of which 18.4% are located in São Paulo, 19.2% in Rio de Janeiro, 9.9% in Minas Gerais and 52.5% in the Northeast region, specifically in the states of Bahia and Pernambuco. Altogether these amount to more than 21.0 thousand units.

 

Table 21. - Tenda Segment - Landbank (R$000) 

 

PSV - R$ mm
(% Tenda)

% Swap
Total

% Swap
Units

% Swap
Financial

Potential Units
(% Tenda)

Potential
Units
(100%)

São Paulo

498,607

10%

10%

0%

3,571

3,600

Rio de Janeiro

519,128

19%

19%

0%

4,011

4,063

Nordeste

1,423,527

14%

14%

0%

11,563

11,660

Minas Gerais

268,930

62%

62%

0%

1,876

1,988

Total

2,710,192

21%

21%

0%

21,021

21,311

Table 22. Tenda Segment– Changes in the Landbank

 

Inicial Landband

Land aquisition

Launches

Adjusts

Final Landbank

Inicial Landband

São Paulo/South

832,139

-

-

-

(333,532)

498,607

Rio de Janeiro

471,885

-

-

(38,592)

83,835

519,128

Nordeste

1,263,732

27,085

-

-

132,710

1,423,527

Minas Gerais

392,871

-

(144,976)

(60,419)

81,453

268,930

Total

2,960,627

27,085

(144,976)

(99,011)

(33,534)

2,710,192

In 2Q14, the Company acquired new land with potential PSV of R$27.1 million, representing an acquisition cost of R$2.9 million. This land was acquired in full through swap agreements.

 

New Model Update and Turnaround

During the first half of the year, Tenda launched projects under its New Business Model, which is based on three pillars: operational efficiency, risk management and capital discipline. Currently, the Company continues to operate in four regions: São Paulo, Rio de Janeiro, Minas Gerais and Northeast (Bahia and Pernambuco states), with a launched PSV of R$594.4 million to date. Below is a brief description of the performance of these projects:

Table 23. Tenda – New Model Monitoring

 

Novo Horizonte

Vila Cantuária

Itaim Paulista

Verde Vida F1 

Jaraguá

Viva Mais

Campo Limpo

Verde Vida F2 

Pq. Rio Maravilha

Candeias

Parque das Flores

Palácio Imperial

Vila Florida

Launch

mar/13

mar/13

may/13

jul/13

aug/13

nov/13

dec/13

jan/14

mar/14

mar/14

mar/14

may/14

may/14

Local

SP

BA

SP

BA

SP

RJ

SP

BA

RJ

PE

SP

RJ

MG

Units

580

440

240

340

260

300

300

340

440

432

100

259

432

Total PSV (R$000)

67.8

45.9

33.1

37.9

40.9

40.4

48.0

42.4

63.8

58.8

16.4

38.6

60.4

Sales

578

402

236

296

254

169

210

87

150

123

28

24

49

% Sales

99%

91%

98%

87%

98%

56%

70%

26%

34%

28%

28%

9%

11%

SoS avg (Month)

7%

6%

7%

7%

9%

7%

10%

4%

9%

7%

14%

5%

6%

Transferred (Sales)

578

344

226

255

248

116

185

55

68

42

12

0

15

% Transferred

100%

86%

96%

86%

98%

68%

88%

63%

45%

34%

43%

0%

31%

Work progress

100%

95%

100%

40%

61%

60%

13%

9%

8%

0%

0%

0%

0%

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

 

 

 

41


 
 

 

Financial Result

 

Revenues

Tenda’s net revenue in 2Q14 totaled R$176.9 million, a reduction of 33.6% compared with the previous year. The decline reflects the low level of revenues related to the resumption of Tenda launches in the 1Q13. As shown in the table below, revenues from new projects accounted for 38.9% of Tenda’s revenues in 2Q14, while revenues from older projects accounted for the remaining 61.1%. In 1H14, Tenda recorded net income of R$282.9 million, of which R$127.0 million, or 44.9%, is related to the New Business Model.

Table 24. Tenda - Pre-Sales and Recognized Revenues (R$000)

 

2Q14

2Q13

Launches

Pre-Sales

% Sales

Launches

Pre-Sales

Launches

Pre-Sales

% Sales

% Receita

2014

42,641

23.5%

5,252

3.0%

-

-

-

-

2013

48,527

26.7%

63,510

35.9%

54,885

32.3%

21,514

8.1%

2012

-

0.0%

-

-

-

-

(3)

-

≤ 2011

90,561

49.8%

111,652

63.1%

114,956

67.7%

240,089

90.1%

Landbank Sale

-

-

(3,491)

-2.0%

-

-

4,903

1.8%

Total

181,728

100.0%

176,923

100.0%

169,841

100.0%

266,504

100.0%

Legacy

90,561

49.8%

108,161

61.1%

114,956

67.7%

244,990

91.9%

New Model

91,167

50.2%

68,762

38.9%

54,885

32.3%

21,514

8.1%

 

 

Gross Profit & Margin

Gross profit in 2Q14 reached R$45.8 million, a sharp increase compared to R$8.5 million in 1Q14, and R$19.7 million in the previous year. Gross margin for the quarter also increased significantly, reaching 25.9% compared to 8.0% in 1Q14 and 7.4% in the prior-year period. The improvement in gross margin is due to the following factors: (i) increased average margin of legacy projects in 2Q14, due to the resale, at higher prices, of previously canceled projects; (ii) increased participation of projects launched under the New Business Model, which have higher margins and profitability, as has been observed in recent quarters and more prominently in 2014.

Below is Tenda’s gross margin breakdown in 2Q14. To note, the gross margin of the first projects under Tenda’s new business model benefit from the use of landbank acquired in the past, resulting in increased profitability.

 

Table 25. Tenda – Gross Margin (R$000) 

 

2Q14

1Q14

Q/Q (%)

2Q13

Y/Y (%)

Net Revenue

176,923

105,951

67.0%

266,504

-33.6%

Gross Profit

45,769

8,458

441.1%

19,734

131.9%

Gross Margin

25.9%

8.0%

1789 bps

7.4%

1846 bps

( - ) Financial Costs

-8,036

-7,105

13.1%

-15,664

-48.7%

Adjusted Gross Profit

53,805

15,563

245.7%

35,398

52.0%

Adjusted Gross Margin

30.4%

14.7%

1572 bps

13.3%

1713 bps

 

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

During 2Q14, selling, general and administrative expenses totaled R$39.7 million, a 1.9% decrease compared to R$40.5 million in 2Q13.

 
 

42


 
 

 

 

Selling expenses totaled R$14.7 million in 2Q14, a 30.0% decrease y-o-y, due to the sale of units through the segment’s own stores, which started with the implementation of the New Business Model in early 2013. The increase compared to 1Q14 relates to higher sales in the second quarter.

Regarding general and administrative expenses, the sequential decrease is the result of a higher bonus provision of R$8.0 million in 2Q14. Excluding the effect of this provision, in both periods, general and administrative expenses reached R$17.0 million, up 7.7%%, due to the higher level of IT expenses.

Table 26. Tenda – SG&A Expenses (R$000)

 

2Q14

1Q14

Q/Q (%)

2Q13

Y/Y (%)

Selling Expenses

14,668

11,787

24.4%

20,969

-30.0%

General & Administ. Expenses

25,012

18,970

31.9%

19,494

28.3%

Total SG&A Expenses

39,680

30,757

29.0%

40,463

-1.9%

Launches

99,011

181,445

-45.4%

33,056

199.5%

Net Pre-Sales

181,728

51,767

251.0%

169,841

7.0%

Net Revenue

176,923

105,951

67.0%

266,504

-33.6%

Adjusted EBITDA

Adjusted EBITDA was negative R$1.9 million in 2Q14, compared to negative adjusted EBITDA of R$5.8 million last year and negative R$24.9 million in 1Q13.

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

Table 27. Tenda - Adjusted EBITDA (R$000)

 

2Q14

1Q14

Q/Q(%)

2Q13

Y/Y(%)

Net (Loss) Profit

-17,983

-37,460

-52.0%

-26,012

-30.9%

(+) Financial results

-1,333

90

-1581.1%

-1,901

-29.9%

(+) Income taxes

4,464

2,575

73.4%

3,532

26.4%

(+) Depreciation & Amortization

4,666

2,816

65.7%

2,464

89.4%

(+) Capitalized interests

8,036

7,105

13.1%

15,664

-48.7%

(+) Expenses w/ stock options

6

19

-68.4%

33

-81.8%

(+) Minority shareholders

237

-58

-508.6%

396

-40.2%

Adjusted EBITDA

-1,907

-24,913

-92.3%

-5,824

-67.3%

Net revenue

176,923

105,951

67.0%

266,504 266,504

-33.6%

Adjusted EBITDA Margin

-1.1%

-23.5%

2244 bps

-2.2%

111 bps

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

2) Tenda does not hold equity interest in Alphaville.

 

Backlog of Revenues and Results

The backlog of results to be recognized under the PoC method was R$61.6 million in 2Q14. The consolidated margin for the quarter was 29.6%.

Table 28. Results to be recognized (REF) (R$000)

 

2Q14

1Q14

Q/Q(%)

2Q13

Y/Y(%)

Revenues to be recognized

207,912

212,031

-1.9%

315,842

-34.2%

Costs to be recognized (units sold)

-146,349

-144,550

1.2%

-246,516

-40.6%

Results to be Recognized

61,563

67,481

-8.8%

69,326

-11.2%

Backlog Margin

29.6%

31.8%

-7.0%

21.9%

34.9%

 

 

 

 

43


 
 

 

Balance Sheet and Consolidated Financial Results 

 

Cash and Cash Equivalents

On June 30, 2014, cash and cash equivalents, and securities, totaled R$1.3 billion.

Accounts Receivable

At the end of the 2Q14, total consolidated accounts receivable decreased 23.5% y-o-y to R$3.6 billion, and was 4.3% below the R$3.8 billion recorded in the 1Q14.

Currently, the Gafisa and Tenda segments have approximately R$664.8 million in accounts receivable from finished units.

Table 29. Total Receivables (R$000)

 

 

2Q14

1Q14

Q/Q(%)

2Q13

Y/Y(%)

Receivables from developments (off balance sheet)

1,563,052

1,703,437

-8.2%

2,229,465

-29.9%

Receivables from PoC – ST (on balance sheet)

1,709,718

1,721,676

-0.7%

2,184,064

-21.7%

Receivables from PoC – LT (on balance sheet)

322,356

332,120

-2.9%

286,913

12.4%

Total

3,595,126

3,757,233

-4.3%

4,700,442

-23.5%

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

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

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

 

 

Cash Generation

Operational cash generation performed well in the first half. The Company ended 2Q14 with operating cash flow of R$39.1 million, reaching R$146.1 million in 1H14, reflecting: (i) the transfer/receiving process for units sold with financing agents (R$850.6 million was transferred during the period), and; (ii) greater control over the Company’s business cycle.

 

Free cash generation for the period was negative at R$1.3 million in 2Q14, including the effect of R$3.2 million disbursed in the share buyback program for the period. In 1H14, free cash generation was positive at R$19.2 million. The main non-recurring events that impacted free cash generation were: (i) R$58.5 million used in the share buyback program; (ii) the payment of R$63.6 million in taxes on the sale of Alphaville; and (iii) the payment of interest on own capital in the amount of R$130.2 million.

 

Table 30. Cash Generation

 

2Q13

3Q13

4Q13

1Q14

2Q14

Availabilities

1,101,160

781,606

2,024,163

1,563,226

1,279,568

Change in Availabilities(1)

-45,016

-319,554

1,242,557

-460,937

-283,658

Total Debt + Investor Obligations

3,620,378

3,639,707

3,183,208

2,967,050

2,687,851

Change in Total Debt + Investor Obligations(2)

18,273

19,329

-456,499

-216,158

-279,199

Other changes (share buyback)(3)

35,634

370,998

-1,520,912

265,284

268,471

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

-27,655

32,115

178,144

20,505

-4,459

Cash Generation Final

-112,970

-80,855

97,289

20,505

19,233

 

Liquidity

At the end of June, 2014, the Company’s Net Debt/Equity ratio reached 44.9%, in line with the previous quarter and lower than the ratio of 96.2% recorded in 2Q13.

 

Excluding project finance, the Net Debt/Equity ratio was negative 16.9%.

 

The Company's consolidated gross debt reached R$2.7 billion at the end of 2Q14, compared to R$2.9 billion at the end of 1Q14 and R$3.5 billion in 2Q13. As previously announced, the Company has been using part the proceeds of the Alphaville transaction to reduce its gross debt. In the 2Q14, the Company amortized R$483.8 million in debt, of which R$155.7 million was project finance and the remaining R$328.1 million was corporate debt. Considering the 1H14, the amount amortized was R$919.4 million in gross debt, with disbursements of R$236.2 million, allowing for a net amortization of R$683.2 million, or 53.9% of the R$1.3 billion debt maturing until the end of 2014.

 

 

44


 
 

 

 

Table 31. Debt and Investor Obligations

 

2Q14

1Q14

Q/Q(%)

2Q13

Y/Y(%)

Debentures - FGTS (A) 

925,850

985,084

-6.0%

1,062,142

-12.8%

Debentures - Working Capital (B) 

310,052

473,333

-34.5%

697,527

-55.5%

Project Financing SFH – (C) 

1,012,618

1,011,377

0.1%

736,328

37.5%

Working Capital (D) 

424,669

474,041

-10.4%

996,543

-57.4%

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

2,673,189

2,943,835

-9.2%

3,492,540

-23.5%

Investor Obligations (F) 

14,662

23,215

-36.8%

127,839

-88.5%

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

2,687,851

2,967,050

-9.4%

3,620,379

-25.8%

Cash and availabilities (H) 

1,279,568

1,563,226

-18.1%

1,101,160

16.2%

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

1,408,283

1,403,824

0.3%

2,519,219

-44.1%

Equity + Minority Shareholders (J)   

3,138,131

3,129,509

0.3%

2,618,458

19.8%

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

44.9%

44.9%

2 bps

96.2%

-5133 bps

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

-16.9%

-18.9%

8922 bps

27.5%

-6138 bps

 

 

The Company ended the second quarter of 2014 with R$983.9 million of total debt due in the short term. It should be noted, however, that 58% of this volume relates to debt linked to the Company's projects.

 

Table 32 - Debt Maturity

(R$ mil)

Average Cost (a.a.)

Total

Until Mar/15

Until Mar/16

Until Mar/17

Until Mar/18

After Mar/18

Debentures - FGTS (A)

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

925,850

201,961

349,555

274,556

99,778

925,850

Debentures - Working Capital (B)

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

310,052

151,433

149,779

8,840

-

310,052

Project Financing SFH – (C)

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

1,012,618

361,433

449,991

183,290

17,904

1,012,618

Working Capital (D)

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

424,669

261,509

144,789

18,371

-

424,669

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

 

2,673,189

976,336

1,094,114

485,057

117,682

2,673,189

Investor Obligations (F)

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

14,662

7,517

4,865

2,280

-

14,662

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

 

2,687,851

983,853

1,098,979

487,337

117,682

2,687,851

% Total maturity per period

 

-

36.6%

40.9%

18.1%

4.4%

-

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

-

57.3%

72.8%

93.9%

100.0%

-

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

-

42.7%

27.2%

6.1%

-

-

Ratio Corporate Debt / Mortgages

28%/72%

 

-

-

-

-

 

 

 

45


 
 

 

 

Financial Results

 

Revenue

On a consolidated basis, net revenue in the 2Q14 totaled R$574.8 million, down 10.3% over the previous year.

 

In the 2Q14, the Gafisa segment represented 69.2% of revenues and Tenda accounted for the remaining 30.8%.

 

Gross Profit & Margin

Gross profit in 2Q14 was R$164.9 million, an increase of 69.4% compared to the R$97.3 million reported in 1Q14, and R$143.8 million in the previous year. Gross margin for the quarter reached 28.7%, up 625 bps over the previous year. Adjusted gross profit reached R$205.3 million, with a margin of 35.7%. The gross margin is improving as Gafisa and Tenda segment legacy projects are replaced by projects launched in core markets and under the new Tenda business model, which contain higher margins and improved profitability. The increased contribution of more profitable projects to consolidated results can be observed in recent quarters.

 

Table 33. Gafisa Group – Gross Margin (R$000) 

 

2Q14

1Q14

Q/Q (%)

2Q13

Y/Y (%)

Net Revenue

574,830

432,701

32.8%

640,864

-10.3%

Gross Profit

164,904

97,348

69.4%

143,798

14.7%

Gross Margin

28.7%

22.5%

619 bps

22.4%

625 bps

( - ) Financial costs

-40,357

-34,745

16.2%

-36,174

-11.6%

Adjusted Gross Profit

205,261

132,093

55.4%

179,972

14.1%

Adjusted Gross Margin

35.7%

30.5%

518 bps

28.1%

763 bps

 

Selling, General and Administrative Expenses (SG&A)

SG&A expenses totaled R$99.5 million in the 2Q14, down 9.5% y-o-y. Compared to the 1Q14, the increase in this line is the result of the following factors: (i) selling expenses related to some projects launched late in the 1Q14; and increased sales volume in the period; and (ii) provision for a bonus in the Tenda segment in the 2Q14.

  

Table 34. Gafisa Group – SG&A Expenses  (R$000) 

 

2Q14

1Q14

Q/Q (%)

2Q13

Y/Y (%)

Selling Expenses

43,093 43,093

30,782

40.0%

60,407

-28.7%

General & Administ. Expenses

56,418 56,418

51,419

9.7%

49,599

13.7%

Total SG&A Expenses

99,511

82,201

21.1%

110,006

-9.5%

Launches

413,744

535,379

-22.7%

248,966

66.2%

Net Pre-Sales

433,018

239,323

80.9%

386,752

12.0%

Net Revenue

574,830

432,701

32.8%

640,864

-10.3%

 

 

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

 

Consolidated Adjusted EBITDA

Adjusted EBITDA totaled R$89.8 million in the 2Q14, considering the Alphaville equity income impact. Consolidated adjusted EBITDA margin, using the same criteria, was 15.6%, compared with a 14.7% margin reported in the previous year and 6.1% reported in 1Q14. In 1H14, consolidated EBITDA was R$116.3 million, with a margin of 11.6%.

 

 

46


 
 

 

 

Table 35. Gafisa Group - Consolidated Adjusted EBITDA (R$000)

 

2Q14

1Q14

Q/Q(%)

2Q13

Y/Y(%)

Net (Loss) Profit

-851

-39,791

-97.9%

-14,145

-94.0%

(+) Financial Results

3,072

7,914

-61.2%

33,662

-90.9%

(+) Income taxes

11,672

6,597

76.9%

6,993

66.9%

(+) Depreciation & Amortization

15,977

14,022

13.9%

11,022

45.0%

(+) Capitalized interests

40,357

34,745

16.2%

36,174

11.6%

(+) Expenses w/ stock options

20,815

3,589

480.0%

4,884

326.2%

(+) Minority shareholders

-1,204

-606

98.7%

15,331

-107.9%

Adjusted EBITDA

89,838

26,470

239.4%

93,921

-4.3%

Net Revenues

574,830

432,701

32.8%

640,864

-10.3%

Margem EBITDA Ajustada

15.6%

6.1%

951 bps

14.7%

97 bps

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

 

Depreciation and Amortization

Depreciation and amortization in the 2Q14 reached R$16.0 million, an increase compared with the R$11.0 million recorded in the 2Q13.

 

Financial Results

The net financial result was negative R$3.1 million in the 2Q14, an improvement compared to a net financial result of negative R$33.7 million in 2Q13 and negative R$7.9 million in the previous quarter. Financial revenues totaled R$38.0 million, a 126.6% y-o-y increase due to higher cash balances and higher average interest rates in the period. Financial expenses reached R$41.0 million, compared to R$50.4 million in 2Q13, impacted by lower debt volume and also by higher interest rates in the period.

Taxes

Income taxes, social contribution and deferred taxes for 2Q14 amounted to R$11.7 million.

Net Income

Gafisa Group ended the 2Q14 with a net loss of R$0.8 million. Excluding the equity income of Alphaville, the Company’s net loss was R$8.4 million in the quarter, compared to a net loss of R$56.6 million recorded in 2Q13. In 1H14, net income was negative R$40.6 million.

Table 36 – Consolidated - Net Results - (R$000)

 

2T14

2T13

Net Revenue

574,830

640,864

Gross Profit

164,904

143,798

Gross Margin

28,7%

22,4%

Adjusted Gross Profit

205,261

179,972

Adjusted Gross Margin

35,7%

28,1%

Adjusted EBITDA

89,838

93,921

Net Income

-851

-14,145

(-) Alphaville Equity Income

-8,392

-42,473

Net Profit Ex-Alphaville

-9,243

-56,618

 

 

47


 
 

 

 

Backlog of Revenues and Results

The backlog of results to be recognized under the PoC method reached R$531.9 million in the 2Q14. The consolidated margin for the quarter was 35.3%.

 

Table 37. Gafisa Group - Results to be recognized (REF) (R$000)

 

2Q14

1Q14

Q/Q(%)

2Q13

Y/Y(%)

Revenues to be recognized

1,506,001

1,641,262

-8.2%

2,148,090

-29.9%

Costs to be recognized (units sold)

-974,077

-1,047,507

-7.0%

-1,439,456

-32.3%

Results to be Recognized

531,924

593,755

-10.4%

708.634

-24.9%

Backlog Margin

35.3%

36.2%

-2.4%

33.0%

7.1%

 

 

 

 

48


 
 

 

 

 

Alphaville sells R$ 303 million in the first semester of 2014

 

São Paulo, August 8th, 2014 – Alphaville Urbanismo SA releases its results for the 2nd quarter 2014 (2Q14 and 6M14), which are subjected to review by auditors.

 

Launches

            The company ended the 2nd quarter of 2014 with R$ 206 million in launches, a 3% decline when compared to 2Q13.

            During the first six months of 2014, launch volumes totaled R$ 309 million, 4% below the same period of last year.

 

 

                                                             

Sales

            The second quarter sales volume totaled R$ 183 million, 10% above sales in 2Q13.

            In the first semester of 2014, sales totaled R$ 303 million, representing an increase of 9% over the first semester of 2013.

 

 

 

 

49


 
 

 

 

 

 

                                                        

Financial Results

            During 2Q14, net revenues were R$ 219 million and net profit was R$ 26 million, a reduction of 6.3% and 21.3% when compared to 2Q13.

            In the first six months of 2014, net revenues totaled R$ 371 million, 6.0% lower than the first half of 2013. In the same period, net profit was R$ 17 million, 76% below the result of 1H13.

            The lower net profit is a result of lower revenues, the non-cash impact of the SELIC change on the NPV of receivables, non-recurring expenses associated to the spin-off of the back office from Gafisa and increased financial expenses.

 

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

 

 

 

50


 
 

 

OUTLOOK 

First half launches totaled R$949.1 million, representing 41.3% of the midpoint of full year guidance. Gafisa segment accounted for 70.5% of launches and Tenda represented the remaining 29.5%.

Launches Guidance (2014E)

 

Table 39. Guidance - Launches (2014E)

 

Guidance

(2014E)

Actual Figures

1H14

1H14A / Midpoint of Guidance

Consolidated Launches

R$2.1 – R$2.5 bi

949.1 million

41%

Breakdown by Brand

 

 

 

Gafisa Launches

R$1.5 – R$1.7 bi

413.7 million

42%

Tenda Launches

R$600 – R$800 mn

249.0 million

41%

 

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

 

Table 40. Guidance - Leverage (2014E)

 

Guidance

(2014E)

Actual Figures

1H14

1H14A / Midpoint of Guidance

Consolidated Data

55% - 65% Net Debt / Equity

44.9%

OK

 

The Company is also providing guidance on its administrative structure. Administrative expenses as a percentage of launch volumes for the Gafisa segment are expected to reach 7.5% in 2014. Tenda has no guidance for this indicator for 2014, although for 2015 the Company expects the ratio to reach 7.0%. Please note that this guidance is conditional upon market conditions and overall demand for launches.

 

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

 

Guidance

(2014E)

Actual Figures

1H14

Gafisa

7.5%

11.6%

Tenda

Not Applicable

-

 

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

 

Guidance

(2015E)

Gafisa

7.5%

Tenda

7.0%

 

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

 

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

 

Guidance

(3 years)

Gafisa

14% - 16%

Tenda

14% - 16%

 

 

 

51


 
 

 

FINANCIAL   STATEMENTS   GAFISA SEGMENT 

 

 

2Q14

1Q14

Q/Q (%)

2Q13

Y/Y (%)

1H14

1H13

Y/Y (%)

 

Net Operating Revenue

397,907

326,750

21.8%

374,360

6.3%

724,657

741,644

-2.3%

Operating Costs

-278,772

-237,860

17.2%

-250,295

11.4%

-516,632

-529,812

-2.5%

Gross profit

119,135

88,890

34.0%

124,065

-4.0%

208,025

211,832

-1.8%

Gross Margin

29.9%

27.2%

10.1%

33.1%

-9.7%

28.7%

28.6%

0.5%

Operating Expenses

 

 

 

 

 

 

 

 

Selling Expenses

-28,425

-18,995

49.6%

-39,438

-27.9%

-47,420

-73,879

-35.8%

General and Administrative Expenses

-31,406

-32,449

-3.2%

-30,105

4.3%

-63,855

-60,478

5.6%

Other Operating Revenues / Expenses

-24,351

-15,991

52.3%

-12,649

92.5%

-40,340

-16,345

146.8%

Depreciation and Amortization

-11,311

-11,206

0.9%

-8,558

32.2%

-22,517

-15,044

49.7%

Equity pickup

3,662

-1,282

-385.6%

-9,962

-136.8%

2,380

-10,952

-121.7%

Operational Result

27,304

8,967

204.5%

23,353

16.9%

36,273

35,134

3.2%

Financial Income

24,160

31,160

-22.5%

9,237

161.6%

55,320

17,465

216.7%

Financial Expenses

-28,565

-38,984

-26.7%

-44,800

-36.2%

-67,549

-105,125

-35.7%

Net Income Before Taxes on Income

22,899

1,143

1903.6%

-12,210

-287.6%

24,044

-52,526

-145.8%

Deferred Taxes

-91

-292

-68.8%

-450

-79.8%

-383

-465

-17.6%

Income Tax and Social Contribution

-7,117

-3,730

90.8%

-3,011

136.4%

-10,847

-5,911

83.5%

Net Income After Taxes on Income

15,691

-2,879

-645.1%

-15,671

-200.1%

12,814

-58,902

-121.8%

Net income form discontinued operations

0

0

0.0%

42,473

-100.0%

0

80,765

-100.0%

Minority Shareholders

-1,441

-548

163.0%

14,935

-110.0%

-1,989

21,617

-109.2%

Net Result

17,132

-2,331

-835.0%

11,867

44.4%

14,803

246

5913.3%

 

 

 

52


 
 

 

FINANCIAL   STATEMENTS   TENDA   SEGMENT 

 

 

2Q14

1Q14

Q/Q (%)

2Q13

Y/Y (%)

1H14

1H13

Y/Y (%)

 

Net Operating Revenue

176,923

105,951

67.0%

266,504

-33.6%

282,874

406,769

-30.5%

Operating Costs

-131,154

-97,493

34.5%

-246,770

-46.9%

-228,647

-396,658

-42.4%

Gross profit

45,769

8,458

441.1%

19,734

131.9%

54,227

10,111

436.3%

Gross Margin

25.9%

8.0%

224.1%

7.4%

249.4%

19.2%

2.5%

671.2%

Operating Expenses

 

 

 

 

 

 

 

 

Selling Expenses

-14,668

-11,787

24.4%

-20,969

-30.0%

-26,455

-41,748

-36.6%

General and Administrative Expenses

-25,012

-18,970

31.9%

-19,494

28.3%

-43,982

-42,126

4.4%

Other Operating Revenues / Expenses

-14,968

-10,003

49.6%

3,735

-500.7%

-24,971

614

-4166.9%

Depreciation and Amortization

-4,666

-2,816

65.7%

-2,464

89.4%

-7,482

-5,387

38.9%

Equity pickup

-1,070

265

-503.8%

-4,527

-76.4%

-805

14,582

-105.5%

Operational Result

-14,615

-34,853

-58.1%

-23,985

-39.1%

-49,468

-63,954

-22.7%

Financial Income

13,805

13,036

5.9%

7,520

83.6%

26,841

18,222

47.3%

Financial Expenses

-12,472

-13,126

-5.0%

-5,619

122.0%

-25,598

-13,390

91.2%

Net Income Before Taxes on Income

-13,282

-34,943

-62.0%

-22,084

-39.9%

-48,225

-59,122

-18.4%

Deferred Taxes

-1,771

759

-333.3%

-1,341

32.1%

-1,012

-3,800

-73.4%

Income Tax and Social Contribution

-2,693

-3,334

-19.2%

-2,191

22.9%

-6,027

-3,253

85.3%

Net Income After Taxes on Income

-17,746

-37,518

-52.7%

-25,616

-30.7%

-55,264

-66,175

-16.5%

Minority Shareholders

237

-58

-508.6%

396

-40.2%

179

3,690

-95.1%

Net Result

-17,983

-37,460

-52.0%

-26,012

-30.9%

-55,443

-69,865

-20.6%

 

 

 

53


 
 

 

CONSOLIDATED FINANCIAL STATEMENTS 

 

 

2Q14

1Q14

Q/Q (%)

2Q13

Y/Y (%)

1H14

1H13

Y/Y (%)

 

Net Operating Revenue

574,830

432,701

32.8%

640,864

-10.3%

1,007,531

1,148,414

-12.3%

Operating Costs

-409,926

-335,353

22.2%

-497,066

-17.5%

-745,279

-926,471

-19.6%

Gross profit

164,904

97,348

69.4%

143,798

14.7%

262,252

221,943

18.2%

Gross Margin

28.7%

22.5%

27.5%

22.4%

27.9%

26.0%

19.3%

34.7%

Operating Expenses

 

 

 

 

 

 

 

 

Selling Expenses

-43,093

-30,782

40.0%

-60,407

-28.7%

-73,875

-115,627

-36.1%

General and Administrative Expenses

-56,418

-51,419

9.7%

-49,599

13.7%

-107,837

-102,604

5.1%

Other Operating Revenues / Expenses

-39,319

-25,994

51.3%

-8,914

341.1%

-65,311

-15,731

315.2%

Depreciation and Amortization

-15,977

-14,022

13.9%

-11,022

45.0%

-29,999

-20,431

46.8%

Equity pickup

2,592

-1,017

-354.9%

-14,488

-117.9%

1,575

3,631

-56.6%

Operational Result

12,689

-25,886

-149.0%

-632

-2107.8%

-13,195

-28,819

-54.2%

Financial Income

37,965

44,196

-14.1%

16,757

126.6%

82,161

35,688

130.2%

Financial Expenses

-41,037

-52,110

-21.2%

-50,419

-18.6%

-93,147

-118,515

-21.4%

Net Income Before Taxes on Income

9,617

-33,800

-128.5%

-34,294

-128.0%

-24,181

-111,646

-78.3%

Deferred Taxes

-1,862

467

-498.7%

-1,790

4.0%

-1,395

-4,264

-67.3%

Income Tax and Social Contribution

-9,810

-7,064

38.9%

-5,202

88.6%

-16,874

-9,165

84.1%

Net Income After Taxes on Income

-2,055

-40,397

-94.9%

-41,286

-95.0%

-42,450

-125,075

-66.1%

Net income from discontinued operations

0

0

0.0%

42,473

-100.0%

0

80,765

-100.0%

Minority Shareholders

-1,204

-606

98.7%

15,331

-107.9%

-1,810

25,307

-107.2%

Net Result

-851

-39,791

-97.9%

-14,144

-94.0%

-40,640

-69,617

-41.6%

 

 

 

54


 
 

 

 

BALANCE SHEET GAFISA SEGMENT 

 

2Q14

1Q14

Q/Q (%)

2Q13

Y/Y (%)

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

618,119

594,712

3.9%

768,869

-19.6%

Receivables from clients

424,221

461,984

-8.2%

800,101

-47.0%

Properties for sale

527,646

526,490

0.2%

594,874

-11.3%

Other accounts receivable

131,914

126,842

4.0%

471,687

-72.0%

Prepaid expenses and others

7,125

-100.0%

9,743

-100.0%

Properties for sale

98,564

103,675

-4.9%

128,570

-23.3%

 

1,800,464

1,820,828

-1.1%

2,773,844

-35.1%

Long-term Assets

 

 

 

 

 

Receivables from clients

23,760

22,802

4.2%

22,755

4.4%

Properties for sale

110,772

137,394

-19.4%

133,242

-16.9%

Other

86,017

83,012

3.6%

79,662

8.0%

 

220,549

243,208

-9.3%

235,659

-6.4%

Intangible

39,429

35,314

11.7%

37,432

5.3%

Investments

193,544

208,193

-7.0%

204,944

-5.6%

 

 

 

 

 

 

Total Assets

2,253,986

2,307,543

-2.3%

3,251,879

-30.7%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

74,395

81,049

-8.2%

117,555

-36.7%

Debentures

98,928

219,201

-54.9%

184,054

-46.3%

Obligations for purchase of land and clients

71,442

45,197

58.1%

101,397

-29.5%

Materials and service suppliers

20,732

35,591

-41.7%

27,372

-24.3%

Taxes and contributions

90,748

59,894

51.5%

80,986

12.1%

Other

317,405

340,651

-6.8%

121,705

160.8%

 

673,650

781,583

-13.8%

633,069

6.4%

Long-term Liabilities

 

 

 

 

 

Loans and financings

58,295

86,943

-33.0%

171,151

-65.9%

Debentures

300,000

200,000

50.0%

548,224

-45.3%

Obligations for purchase of land and clients

3,175

13,593

-76.6%

3,388

-6.3%

Deferred taxes

10,643

8,872

20.0%

12,297

-13.4%

Provision for contingencies

65,783

57,630

14.1%

55,123

19.3%

Other

67,850

66,587

1.9%

55,153

23.0%

 

505,746

433,625

16.6%

845,336

-40.2%

Shareholders' Equity

 

 

 

 

 

Shareholders' Equity

1,049,799

1,067,782

-1.7%

1,735,903

-39.5%

Non-controlling interests

24,791

24,553

1.0%

37,570

-34.0%

 

1,074,590

1,092,335

-1.6%

1,773,473

-39.4%

Liabilities and Shareholders' Equity

2,253,986

2,307,543

-2.3%

3,251,879

-30.7%

 

 

55


 
 

 

BALANCE SHEET TENDA SEGMENT 

 

2Q14

1Q14

Q/Q (%)

2Q13

Y/Y (%)

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

618,118

594,712

3.9%

768,869

-19.6%

Receivables from clients

424,221

461,984

-8.2%

800,101

-47.0%

Properties for sale

527,646

526,490

0.2%

594,874

-11.3%

Other accounts receivable

131,917

126,842

4.0%

471,687

-72.0%

Prepaid expenses and other

7,125

-100.0%

9,743

-100.0%

Properties for sale

98,564

103,675

-4.9%

128,570

-23.3%

 

1,800,466

1,820,828

-1.1%

2,773,844

-35.1%

Long-term Assets

 

 

 

 

 

Receivables from clients

23,760

22,802

4.2%

22,755

4.4%

Properties for sale

110,772

137,394

-19.4%

133,242

-16.9%

Other

86,016

83,012

3.6%

79,662

8.0%

 

220,549

243,208

-9.3%

235,659

-6.4%

Intangible

39,429

35,314

11.7%

37,432

5.3%

Investments

193,544

208,193

-7.0%

204,944

-5.6%

 

 

 

 

 

 

Total Assets

2,253,987

2,307,543

-2.3%

3,251,879

-30.7%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

74,395

81,049

-8.2%

117,555

-36.7%

Debentures

98,928

219,201

-54.9%

184,054

-46.3%

Obligations for purchase of land and clients

71,442

45,197

58.1%

101,397

-29.5%

Materials and service suppliers

20,732

35,591

-41.7%

27,372

-24.3%

Taxes and contributions

90,748

59,894

51.5%

80,986

12.1%

Other

317,403

340,651

-6.8%

121,705

160.8%

 

673,648

781,583

-13.8%

633,069

6.4%

Long-term Liabilities

 

 

 

 

 

Loans and financings

58,295

86,943

-33.0%

171,151

-65.9%

Debentures

300,000

200,000

50.0%

548,224

-45.3%

Obligations for purchase of land

3,175

13,593

-76.6%

3,388

-6.3%

Deferred taxes

10,643

8,872

20.0%

12,297

-13.4%

Provision for contingencies

65,783

57,630

14.1%

55,123

19.3%

Other

67,853

66,587

1.9%

55,153

23.0%

 

505,749

433,625

16.6%

845,336

-40.2%

Shareholders' Equity

 

 

 

 

 

Shareholders' Equity

1,049,799

1,067,782

-1.7%

1,735,903

-39.5%

Non-controlling interests

24,791

24,553

1.0%

37,570

-34.0%

 

1,074,590

1,092,335

-1.6%

1,773,473

-39.4%

Liabilities and Shareholders' Equity

2,253,987

2,307,543

-2.3%

3,251,879

-30.7%

 

 

56


 
 

 

 

CONSOLIDATED BALANCE SHEETS 

 

2Q14

1Q14

Q/Q (%)

2Q13

Y/Y (%)

 

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

1,279,568

1,563,226

-18.1%

1,101,160

16.2%

Receivables from clients

1,709,718

1,721,676

-0.7%

2,184,064

-21.7%

Properties for sale

1,684,216

1,610,016

4.6%

1,701,549

-1.0%

Other accounts receivable

217,263

176,544

23.1%

186,866

16.3%

Prepaid expenses and other

26,223

30,331

-13.5%

47,632

-44.9%

Properties for sale

-

-

-

1,521,277

-100.0%

Financial Instruments

-

-

-

3,133

-

 

4,916,988

5,101,793

-3.6%

6,745,681

-27.1%

Long-term Assets

 

 

 

 

 

Receivables from clients

322,356

332,120

-2.9%

286,913

12.4%

Properties for sale

578,480

653,174

-11.4%

469,644

23.2%

Other

292,260

288,631

1.3%

285,816

2.3%

 

1,193,096

1,273,925

-6.3%

1,042,373

14.5%

Intangible

145,657

139,726

4.2%

149,850

-2.8%

Investments

1,032,662

1,102,619

-6.3%

554,840

86.1%

 

 

 

 

 

 

Total Assets

7,288,403

7,618,063

-4.3%

8,492,744

-14.2%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

622,942

560,458

11.1%

487,118

27.9%

Debentures

353,394

601,435

-41.2%

385,757

-8.4%

Obligations for purchase of land and clients

364,637

360,200

1.2%

478,054

-23.7%

Materials and service suppliers

76,619

138,536

-44.7%

101,194

-24.3%

Taxes and contributions

117,728

112,735

4.4%

155,716

-24.4%

Obligation for investors

7,517

12,421

-39.5%

113,396

-93.4%

Obligation for Assets for sale

 

-

727,005

-100.0% 

Other

551,057

540,850

1.9%

425,202

29.6%

 

2,093,894

2,326,635

-10.0%

2,873,442

-27.1%

Long-term Liabilities

 

 

 

 

 

Loans and financings

814,345

924,960

-12.0%

1,245,753

-34.6%

Debentures

882,508

856,982

3.0%

1,373,912

-35.8%

Obligations for purchase of land

70,158

82,815

-15.3%

54,728

28.2%

Deferred taxes

55,310

54,004

2.4%

76,701

-27.9%

Provision for contingencies

133,528

124,997

6.8%

124,081

7.6%

Obligation for investors

7,145

10,794

-33.8%

14,443

-50.5%

Other

93,384

107,367

-13.0%

111,226

-16.0%

 

2,056,378

2,161,919

-4.9%

3,000,844

-31.5%

Shareholders' Equity

 

 

 

 

 

Shareholders' Equity

3,116,182

3,106,356

0.3%

2,449,326

27.2%

Non controlling interests

21,949

23,153

-5.2%

169,132

-87.0%

 

3,138,131

3,129,509

0.3%

2,618,458

19.8%

Liabilities and Shareholders' Equity

7,288,403

7,618,063

-4.3%

8,492,744

-14.2%

 

 

57


 
 

 

 

CASH FLOW  

 

2Q14

2Q13

1H14

1H13

Income Before Taxes on Income

9.617

-73.790

-24.181

-111.646

Expenses (income) not affecting working capital

155.825

25.813

220.278

71.399

Depreciation and amortization

15.977

10.134

29.999

20.431

Impairment allowance

2.673

-853

379

-418

Write-off goodwill Cipesa

-

-490

Expense on stock option plan

20.816

4.631

24.405

9.545

Penalty fee over delayed projects

-63

-10.735

-675

-12.098

Unrealized interest and charges, net

46.668

-13.260

70.624

19.424

Equity pickup

-2.592

18.182

-1.575

-3.631

Disposal of fixed asset

482

3.616

2.197

5.186

Warranty provision

-7.479

-5.310

-10.957

-2.440

Provision for contingencies

25.647

8.276

51.796

15.238

Profit sharing provision

11.636

4.880

16.425

17.427

Allowance (reversal) for doubtful debts

1.280

7.001

-3.306

-2.965

Investments write-off

41.211

-

41.211

-

Profit / Loss from financial instruments

-431

-259

-245

5.700

Clients

365

5.094

179.022

96.826

Properties for sale

-4.291

-18.605

-81.378

-127.903

Other receivables

-10.634

-14.330

-2.398

-23.073

Deferred selling expenses and pre-paid expenses

4.107

7.776

8.964

13.890

Obligations on land purchases

-8.219

29.341

-53.554

24.620

Taxes and contributions

-4.816

7.143

-31.088

-17.103

Accounts payable

-60.673

54.655

-1.479

13.537

Salaries, payroll charges and bonus provision

-44.962

-41.789

-45.826

-39.326

Other accounts payable

11.507

5.467

-31.948

75.236

Current account operations

-18.699

-1.825

-51.270

-13.697

Paid taxes

-

258

-84.682

-3.934

Cash used in operating activities

29.127

-14.792

460

-41.174

Investments

 

 

 

 

Purchase of property and equipment

-22.390

-22.169

-35.128

-37.522

Redemption of securities, restricted securities and loans

1.428.966

2.035.215

2.544.749

2.641.860

Investments in marketable securities, restricted securities

-1.199.724

-2.055.909

-1.880.258

-2.450.241

Investments increase

-15.568

3.502

-21.082

-3.876

Dividends receivables

42.676

3.265

45.301

5.265

Cash used in investing activities

233.960

-36.096

653.582

155.486

Financing

 

 

 

 

Capital increase

-

4.863

-

4.863

Contributions from venture partners

-8.554

4.098

-109.018

-108.583

Increase in loans and financing

203.522

643.414

378.913

948.313

Repayment of loans and financing

-520.835

-597.593

-835.876

-857.622

Purchase of treasury shares

-3.186

-35.634

-51.353

-39.970

Dividend payments

-

-

-117.125

-

Proceeds from subscription of redeemable equity interest

-

-6.571

 -

-5.089

Operations of mutual

4.642

-5.344

-6.598

-11.677

Sale of treasury shares

13.480

-

13.480

-

Result of sale of treasury shares

-6.570

-

-6.570

 -

Net cash provided by financing activities

-317.501

7.233

-734.147

-69.765

Net increase (decrease) in cash and cash equivalents

-54.414

-43.655

-80.105

44.547

the beginning of the period

189.503

-155.754

215.194

432.202

At the end of the period

135.089

-199.409

135.089

476.749

Net increase (decrease) in cash and cash equivalents

-54.414

-43.655

-80.104

44.547

         

 

58


 
 

 

GLOSSARY 

Affordable Entry Level

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

Backlog of Revenues

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

Backlog of Results

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

Backlog Margin

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

LandBank

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

LOT (Urbanized Lots)

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

PoC Method

 

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

Pre-Sales

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

PSV

Potential Sales Value.

SFH Funds

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

Swap Agreements

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

Operating Cash Flow

Operating cash flow (non-accounting)

  

ABOUT GAFISA

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

 

This release contains forward-looking statements about the business prospects, estimates for operating and financial results and Gafisa’s growth prospects. These are merely projections and, as such, are based exclusively on the expectations of management concerning the future of the business and its continued access to capital to fund the Company’s business plan. Such forward-looking statements depend, substantially, on changes in market conditions, government regulations, competitive pressures, the performance of the Brazilian economy and the industry, among other factors; therefore, they are subject to change without prior notice.

 

 

 

59


 
 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)

  

1.   Operations

 

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

 

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

 

On February 7, 2014, the Company disclosed a material fact informing to its shareholders and the market in general that its Board of Directors authorized the Company’s management to begin studies aimed at a potential separation of the Gafisa and Tenda business units into two publicly-held and independent companies in order to reinforce the creation of value to the Company and its shareholders. In case the plan is approved by the Board of Directors and shareholders, this transaction could be completed throughout 2015.

 

On July 28, 2014, giving continuity to the process for separating the business units, the Brazilian Securities Commission (CVM) granted the request of the subsidiary Tenda for converting the registry of the securities issuer into the “A” Category.

 

 

60


 
 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)

  

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

 

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

 

On August 8, 2014, the Company’s Board of Directors approved these individual and consolidated quarterly information of the Company and has authorized their disclosure.

 

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

 

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

 

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

 

 

 

 

 

 

61


 
 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)

 

 

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

 

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

 

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

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

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

 

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

 

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

 

 

2.1.1.   Quarterly consolidated information

 

The quarterly consolidated information as of June 30, 2014 and 2013, and the consolidated financial statements as of December 31, 2013 include the full consolidation of the following subsidiaries:

 

 

 

Interest %

06/30/2014

12/31/2013

   

Gafisa subsidiaries (*)

100

100

Construtora Tenda and subsidiaries (Tenda) (*)

100

100

 

 

 

(*) It does not include jointly-controlled investees, which are accounted for under the equity method, according to the CPCs 18(R2) and 19(R2).62

 

 

62


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

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

 

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

 

2.1.1.   Consolidated quarterly information--Continued

 

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

 

 

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

 

IFRS 15 – Revenue from contracts with customers

 

On May 28, 2014, the International Accounting Standards Board (IASB) and the Financial Accounting Standards Board (FASB) issued new standards for recognizing revenue under both IFRS and U.S. GAAP, respectively. The IFRS 15, Revenue from Contracts with Customers, requires that an entity recognizes the amount of revenue reflecting the consideration that it expects to receive in exchange for the control over those goods or services. The new standard is going to replace most of the detailed guidance on recognition of revenue that currently exists under IFRS and U.S. GAAP when it is adopted. The application is necessary for years beginning on or after January 1, 2017, with early adoption permitted for IFRS purposes and not locally permitted before the harmonization and approval from the CPC and the CVM.

 

The Company is examining the effects of IFRS 15 on its Financial Statements and has not yet completed its analysis, not being able to measure the impact of the adoption of this standard.

 

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

 

 

 

63


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

 

4.   Cash and cash equivalents and short-term investments

 

4.1.    Cash and cash equivalents

 

 

 

Company

Consolidated

 

6/30/2014

12/31/2013

6/30/2014

12/31/2013

 

 

 

 

 

Cash and banks

10,821

11,940

113,726

121,222

Securities purchased under agreement to resell

8,838

27,092

21,363

93,972

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

19,659

39,032

135,089

215,194

 

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

 

4.2.    Short-term investments

 

 

Company

Consolidated

 

 

6/30/2014

12/31/2013

6/30/2014

12/31/2013

 

 

 

 

 

Fixed-income Investment funds

188,269

587,878

381,517

706,481

Government bonds (LFT)

29,692

116,888

60,169

140,210

Securities purchased under agreement to resell

162,667

328,169

331,079

393,648

Bank deposit certificates

36,830

113,611

142,310

291,871

Restricted cash in guarantee to loans

104,530

74,305

120,467

105,380

Restricted credits

18,371

20,175

108,937

171,367

Other

-

-

-

12

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

540,359

1,241,026

1,144,479

1,808,969

 

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

 

 

64


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

 

 

5.       Trade accounts receivable of development and services

 

 

Company

Consolidated

 

6/30/2014

12/31/2013

6/30/2014

12/31/2013

 

 

 

 

 

Real estate development and sales

1,119,331

1,205,137

2,170,936

2,356,976

( - ) Allowance for doubtful accounts and cancelled contracts

(7,352)

(7,040)

(148,502)

(179,372)

( - ) Adjustments to present value

(16,533)

(10,188)

(24,893)

(14,484)

Services and construction and other receivables

13,141

28,993

34,533

60,548

 

1,108,587

1,216,902

2,032,074

2,223,668

 

 

 

 

Current

880,141

1,034,833

1,709,718

1,909,877

Non-current

228,446

182,069

322,356

313,791

 

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

 

 

Company

Consolidated

Maturity

6/30/2014

12/31/2013

6/30/2014

12/31/2013

 

 

 

 

 

2014

438,490

1,052,062

1,181,578

2,103,733

2015

356,452

95,610

564,788

183,140

2016

192,210

43,011

234,388

61,963

2017

42,879

12,011

98,038

31,677

2018

22,719

6,979

28,120

8,275

2019 onwards

79,722

24,457

98,557

28,736

 

1,132,472

1,234,130

2,205,469

2,417,524

( - ) Adjustment to present value

(16,533)

(10,188)

(24,893)

(14,484)

( - ) Allowance for doubtful account and cancelled contracts

(7,352)

(7,040)

(148,502)

(179,372)

 

1,108,587

1,216,902

2,032,074

2,223,668

 

During the period ended June 30, 2014, the changes in the allowance for doubtful accounts and cancelled contracts are summarized as follows:

 

 

 

Company

6/30/2014

 

 

Balance at December 31. 2013

(7,040)

Additions (Note 23)

(312)

Balance at June 30, 2014

(7,352)

 

 

Consolidated

 

Receivables

Properties for

sale

(Note 6)

Net

 

 

 

Balance at December 31. 2013

(179,372)

107,172

(72,200)

Additions

(312)

-

(312)

Write-offs

31,182

(27,564)

3,618

Balance at June 30, 2014

(148,502)

79,608

(68,894)

 

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

 

 

65


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

 

6.   Properties for sale

 

 

Company

Consolidated

 

6/30/2014

12/31/2013

6/30/2014

12/31/2013

 

 

 

 

 

Land

758,837

720,448

1,162,176

1,077,762

( - ) Adjustment to present value

(4,984)

(1,268)

(6,605)

(883)

Property under construction

393,546

327,343

670,993

630,407

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

-

-

79,608

107,172

Completed units

81,149

74,907

261,489

291,232

( - ) Provision for realization of properties for sale

(3,298)

(3,298)

(11,276)

(11,276)

 

1,225,250

1,118,132

2,156,385

2,094,414

 

 

 

 

Current portion

870,901

780,867

1,577,905

1,442,019

Non-current portion

354,349

337,265

578,480

652,395

 

There was no change in the provision for realization of properties for sale in the period ended June 30, 2014.

 

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

 

7.   Other accounts receivable

 

 

Company

Consolidated

 

6/30/2014

12/31/2013

6/30/2014

12/31/2013

 

 

 

 

 

Advances to suppliers

1,540

2,544

3,125

5,266

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

17,504

23,679

63,906

70,054

Judicial deposit (Note 17)

100,845

95,343

138,621

127,405

Other

-

78

5,637

5,986

 

 

 

 

 

119,889

121,644

211,289

208,711

 

 

 

 

Current portion

7,547

15,749

62,135

71,083

Non-current portion

112,342

105,895

149,154

137,628

 

 

 

66


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

8.   Non-current assets held for sale

 

 

8.1 Land available for sale

      

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

 

 

Consolidated

 

Cost

Provision for impairment

Net balance

 

 

 

 

Balance at December 31, 2013

172,110

(57,263)

114,847

Additions

2,514

(2,675)

(161)

Reversal/Write-offs

(10,671)

2,296

(8,375)

Balance at June 30, 2014

163,953

(57,642)

106,311

 

 

 

 

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

 

67


 

 

 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

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

 

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

 

Statement of profit or loss

 

6/30/2013

 

 

 

Net operating revenue

 

394,772

Operating costs

 

(201,967)

Operating expenses, net

 

91,693

Depreciation and amortization

 

(1,622)

Equity pick-up

 

3,249

Financial expenses

 

(14,630)

Income and social contribution tax

 

(7,344)

 

 

80,765

Noncontrolling interests

 

(11,482)

Profit for the period

 

69,283

Cash flows

 

6/30/2013

 

 

 

 

 

 

Operating activities

 

(81,682)

Investing activities

 

120,701

Financing activities

 

(36,604)

 

 

On December 9, 2013, the Company disclosed a material fact informing about the completion of transaction for selling the majority interest it held of 70% in AUSA. Therefore, with the disposal and cease of control over AUSA, the remaining stake of 30% is recognized using the equity method.

 

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

 

 

68


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

9.   Investments in ownership interests

 

(i)      Ownership interest

 

(a)    Information on subsidiaries and jointly-controlled investees

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

Company

Consolidated

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Income (loss) for the period

Investments

Equity pick-up

Direct investees

6/30/2014

12/31/2013

6/30/2014

6/30/2014

6/30/2014

12/31/2013

 

6/30/2014

6/30/2013

6/30/2014

12/31/2013

6/30/2014

12/31/2013

6/30/2014

6/30/2013

6/30/2014

6/30/2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construtora Tenda S.A.

100%

100%

2,253,983

1,165,749

1,088,234

1,127,969

 

(55,443)

(69,865)

1,088,234

1,127,969

-

-

(55,444)

(69,866)

-

-

Alphaville Urbanismo S/A (g)

10%

10%

1,831,149

1,355,832

475,317

454,054

 

16,551

69,283

47,532

45,405

141,132

136,216

1,639

6,704

4,916

-

Shertis

100%

100%

361,671

90,979

270,692

267,415

 

3,277

13,407

270,617

267,340

(75)

(75)

3,277

13,408

-

-

Gafisa Spe 26 Ltda. (h)

100%

100%

176,606

10,490

166,115

162,059

 

4,056

2,177

166,115

-

-

-

141

-

-

-

Gafisa Spe 89 Ltda.

100%

100%

77,200

9,462

67,738

77,656

 

(3,218)

13,777

67,738

77,656

-

-

(3,218)

13,777

-

-

Gafisa Spe 51 Ltda.

100%

100%

64,936

4,257

60,678

57,377

 

(93)

(393)

60,678

57,377

-

-

(93)

(393)

-

-

Gafisa Spe 48 Ltda. (a)

80%

80%

69,207

-

69,207

68,652

 

1,469

(407)

55,366

54,922

55,366

54,922

1,175

(326)

1,175

(326)

Gafisa Spe 72 Ltda.

100%

100%

52,634

9,601

43,033

41,596

 

1,437

(4,350)

43,033

41,596

-

-

1,437

(4,350)

-

-

Gafisa Spe-55 Empr Imob (a) (h)

80%

80%

54,360

3,591

50,769

49,058

 

3,178

(573)

40,615

-

40,615

41,278

113

-

113

(458)

Gafisa Spe-116 Empr Imob (a)

50%

50%

82,122

1,557

80,565

82,075

 

(3,435)

8

40,283

41,038

40,283

41,038

(1,718)

4

(1,718)

4

Parque Ecoville Spe 29

100%

100%

91,282

53,057

38,226

40,008

 

(1,782)

4,716

38,226

40,008

-

-

(1,782)

2,388

-

(1,522)

Edsp 88 - Cipesa Holding

100%

100%

43,105

5,913

37,192

39,883

 

(2,691)

(2,839)

37,192

39,883

-

-

(2,691)

(2,839)

-

-

Gafisa Spe-130 Empr Imob

100%

100%

45,122

8,753

36,369

(7)

 

6,759

(1)

36,369

-

-

-

6,759

-

-

-

Citta Ville

50%

50%

65,975

6,425

59,550

55,886

 

777

1,308

29,775

27,943

-

-

389

654

-

-

Gafisa Spe-110 Empr Imob

100%

100%

62,250

32,833

29,417

25,745

 

3,672

3,831

29,417

25,745

-

-

3,672

3,831

-

-

Gafisa Spe-107 Empr Imob (h)

100%

100%

32,421

3,268

29,153

28,971

 

182

(380)

29,153

-

-

-

(34)

-

-

-

Gafisa Spe 88 Ltda. (h)

100%

100%

27,984

968

27,016

25,600

 

1,454

(2,662)

27,016

-

-

-

1,491

-

-

-

Gafisa Spe 41 Ltda.

100%

100%

27,866

1,346

26,521

26,357

 

164

(486)

26,521

26,357

-

-

164

(486)

-

-

Gafisa Spe 50 Ltda.

100%

100%

51,710

25,605

26,105

25,837

 

285

(236)

26,105

25,837

-

-

285

(236)

-

-

Gafisa Spe 31 Ltda.

100%

100%

26,055

329

25,726

25,494

 

232

(790)

25,726

25,494

-

-

232

(790)

-

-

Gafisa Spe 47 Ltda. (a)

80%

80%

31,397

76

31,321

31,275

 

(1)

(1)

25,057

25,020

25,057

25,020

(1)

(1)

(1)

(1)

Gafisa Spe-112 Empr Imob (h)

100%

100%

22,861

1,595

21,266

20,634

 

632

2,897

21,266

-

-

-

(1)

-

-

-

Sitio Jatiuca (a)

50%

50%

56,832

3,699

53,133

64,035

 

1,117

3,677

20,567

32,018

20,567

32,018

559

1,838

559

1,838

Gafisa Spe 32 Ltda.

100%

100%

19,137

1,059

18,078

18,070

 

8

79

18,078

18,070

-

-

8

79

-

-

Gafisa Spe 71 Ltda. (a)

83%

80%

21,443

625

20,818

19,617

 

758

(700)

17,279

15,694

17,279

15,694

610

(560)

610

(560)

Gafisa Spe-111 Empr Imob

100%

100%

58,982

42,347

16,635

10,561

 

6,074

848

16,635

10,561

-

-

6,074

848

-

-

Parque Arvores (a)

50%

50%

40,273

7,843

32,430

37,990

 

158

(1,776)

16,215

24,550

16,215

24,550

79

609

79

609

Gafisa Spe 30 Ltda. (h)

100%

100%

62,956

46,895

16,061

16,033

 

28

(172)

16,061

16,033

-

-

28

(172)

-

-

Fit 13 Spe Empr Imobiliários Ltda. (a)

50%

50%

43,299

11,533

31,766

31,207

 

388

9,705

15,883

12,203

-

-

194

3,660

-

-

Gafisa Spe-106 Empr Imob (h)

100%

100%

17,531

1,848

15,683

17,010

 

(1,327)

(54)

15,683

-

-

-

(2)

-

-

-

Diodon Participações (h)

100%

100%

15,519

-

15,519

15,372

 

147

(2,050)

15,576

-

57

-

94

-

-

-

Gafisa Spe 92 Ltda. (h)

100%

100%

15,521

761

14,760

14,644

 

116

992

14,760

-

-

-

29

-

-

-

Gafisa Spe 33 Ltda.

100%

100%

14,075

-

14,075

14,179

 

46

(626)

14,075

-

-

-

(27)

-

-

-

Gafisa Spe-121 Empr Imob

100%

100%

66,421

52,828

13,592

6,151

 

7,441

897

13,592

6,151

-

-

7,441

-

-

-

Gafisa Spe-123 Empr Imob

100%

100%

89,055

75,496

13,559

10,462

 

3,097

1,996

13,559

10,462

-

-

3,097

1,996

-

-

Gafisa Spe-119 Empr Imob

100%

100%

44,863

31,361

13,502

10,163

 

3,339

518

13,502

10,163

-

-

3,339

518

-

-

Apoena

100%

100%

13,914

1,098

12,816

12,941

 

(125)

1,233

12,816

12,941

-

-

(125)

986

-

-

Alta Vistta (a)

50%

50%

24,893

1,007

23,885

22,943

 

942

317

11,943

11,472

11,943

11,472

471

159

471

159

Gafisa Spe 65 Ltda.

100%

80%

19,246

7,846

11,400

13,831

 

919

(253)

11,400

11,065

746

11,065

770

(202)

-

(202)

Gafisa Spe 25 Ltda. (h)

100%

100%

11,550

211

11,340

11,411

 

(71)

(43)

11,340

-

-

-

(4)

-

-

-

Aram

100%

100%

11,877

814

11,063

5,981

 

1,412

331

11,063

6,387

-

306

1,115

(6,126)

(297)

(6,126)

Gafisa Spe 73 Ltda (a).

80%

80%

13,939

138

13,801

13,389

 

27

(6)

11,041

10,711

11,041

10,711

21

(5)

21

(5)

Gafisa Spe-113 Empr Imob (a)

60%

60%

61,790

44,221

17,569

15,648

 

1,921

2,704

10,541

9,389

10,541

9,389

1,153

1,622

1,152

1,622

Varandas (a)

50%

50%

115,479

95,304

20,176

25,982

 

(3,891)

7,643

10,088

12,991

10,088

12,991

(1,946)

4,081

(1,946)

4,081

 

69


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

 

9.   Investments in subsidiaries -- Continued

 

(i)      Ownership interest -- Continued

 

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

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

Company

Consolidated

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Income (loss) for the period

Investments

Equity pick-up

Direct investees

6/30/2014

12/31/2013

6/30/2014

6/30/2014

6/30/2014

12/31/2013

 

6/30/2014

6/30/2013

6/30/2014

12/31/2013

6/30/2014

12/31/2013

6/30/2014

6/30/2013

6/30/2014

6/30/2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gafisa Spe 81 (h)

100%

100%

58,877

50,284

8,592

6,290

 

2,302

7,389

8,592

-

-

-

591

-

-

-

Gafisa Spe 36 Ltda.

100%

100%

24,755

16,615

8,140

7,691

 

448

711

8,140

7,691

-

-

448

711

-

-

Gafisa Spe-84 Empr Imob

100%

100%

15,123

7,115

8,007

8,109

 

(102)

(2,018)

8,007

-

-

-

27

-

-

-

Gafisa Spe 38 Ltda.

100%

100%

8,255

269

7,987

7,890

 

97

135

7,987

7,890

-

-

97

135

-

-

Atins Empr Imob (a)

50%

-

27,419

12,641

14,778

-

 

48

-

7,389

-

7,389

-

25

-

25

-

Gafisa Spe-109 Empr Imob (h)

100%

100%

8,815

1,558

7,257

6,938

 

320

637

7,257

-

-

-

27

-

-

-

Gafisa Spe-85 Empr Imob L (a)

80%

80%

74,727

65,747

8,979

7,064

 

2,056

(9,896)

7,183

5,651

7,183

5,651

1,644

(7,917)

1,644

(7,917)

Dubai Residencial (a)

50%

50%

17,955

3,720

14,235

19,400

 

(532)

(380)

7,118

12,895

7,118

12,895

(266)

(102)

(266)

(102)

Gafisa Spe 37 Ltda.

100%

100%

7,730

925

6,805

6,811

 

(6)

2

6,805

6,811

-

-

(6)

2

-

-

Costa Maggiore (a)

50%

50%

15,225

1,692

13,533

15,463

 

971

1,743

6,767

10,307

6,767

10,307

609

955

609

955

Gafisa Spe 90 (h)

100%

100%

10,972

4,508

6,465

6,351

 

114

(1,176)

6,465

-

-

-

10

-

-

-

Parque Aguas (a)

50%

50%

18,846

6,613

12,233

17,188

 

(1,191)

(1,747)

6,116

11,640

6,116

11,640

(595)

(180)

(595)

(180)

O Bosque Empr. Imob. Ltda. (a)

60%

60%

8,919

50

8,869

9,123

 

(282)

(114)

5,321

5,460

5,321

5,460

4

(66)

4

(66)

Gafisa Spe 22 Ltda.

100%

100%

5,835

585

5,251

5,255

 

(4)

15

5,251

5,255

-

-

(4)

15

-

-

Gafisa Spe 27 Ltda.

100%

100%

20,461

15,216

5,245

5,973

 

(728)

662

5,245

5,973

-

-

(728)

662

-

-

OCPC01 Adjustment - Capitalized Interests (b)

 

 

-

-

-

-

 

-

-

24,925

24,185

-

-

739

9,112

-

-

Other (*)

 

 

456,459

247,058

209,403

208,366

 

(7,693)

(8,942)

18,427

75,828

18,440

2,501

3,969

(4,445)

1,942

(1,735)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gafisa Spe 55 Ltda.

0%

80%

-

-

-

47,591

 

-

(573)

-

-

-

41,278

-

-

-

(458)

Saí Amarela S/A

50%

50%

2,401

39

2,362

1,935

 

(39)

(79)

-

-

948

968

-

-

(19)

(39)

Sunshine SPE S/A

60%

60%

5,387

815

4,572

360

 

160

(1,249)

-

-

2,743

2,647

-

-

96

(750)

Other

 

 

5,953

482

5,471

17,806

 

(43)

456

-

-

386

1,978

-

-

(37)

228

Indirect subsidiaries of Gafisa

 

 

13,741

1,337

12,404

67,692

 

78

(1,445)

-

-

4,077

46,871

-

-

40

(1,019)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated FIT 13

50%

50%

31,939

173

31,766

31,207

 

388

9,705

-

-

10,732

31,222

-

-

388

9,705

Fit Jardim Botanico Spe

55%

55%

39,628

364

39,265

39,404

 

(114)

905

-

-

21,596

21,672

-

-

(63)

498

Fit 34 Spe Emp. Imob.

70%

70%

32,389

1,271

31,119

29,964

 

991

1,753

-

-

21,783

20,975

-

-

694

1,227

Fit Spe 11 Emp. Imob.

70%

70%

60,448

33,166

27,282

27,452

 

(541)

1,493

-

-

19,097

19,217

-

-

(378)

1,045

Ac Participações

80%

80%

37,635

14,740

22,895

23,755

 

(1,423)

593

-

-

18,317

19,004

-

-

(1,139)

474

FIT 31 SPE Emp. Mob.

70%

70%

32,575

19,191

13,384

15,155

 

(578)

(12)

-

-

9,369

10,608

-

-

(405)

(9)

Maria Ines Spe Emp. Imob.

60%

60%

21,319

442

20,877

20,836

 

41

190

-

-

12,526

12,502

-

-

24

114

Fit Planeta Zoo/Ipitanga

50%

50%

13,538

1,095

12,443

16,578

 

(70)

(394)

-

-

6,222

8,289

-

-

(33)

(197)

Fit Spe 03 Emp. Imob

80%

80%

11,818

745

11,073

10,044

 

1,029

(2,077)

-

-

8,858

8,035

-

-

823

(1,662)

Cittá Itapoan

50%

50%

15,256

1,726

13,530

14,757

 

(212)

(812)

-

-

6,765

7,379

-

-

(121)

(406)

FIT SPE 02 Emp. Mob.

60%

60%

11,859

14

11,845

11,758

 

87

(75)

-

-

7,107

7,055

-

-

52

(45)

Parque Dos Pássaros

50%

50%

35,947

11,095

24,852

35,230

 

(15)

830

-

-

7,989

17,615

-

-

1

4,082

Araçagi

50%

50%

86,055

24,347

61,708

59,996

 

(1,306)

636

-

-

30,854

29,998

-

-

(653)

318

Other (*)

 

 

48,168

4,175

43,992

30,192

 

2,362

(61)

-

-

12,329

12,132

-

-

11

2,409

Indirect subsidiaries of Tenda

 

 

478,572

112,542

366,030

366,328

 

639

12,674

-

-

193,543

225,703

-

-

(799)

17,553

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

 

 

7,663,177

3,767,093

3,896,084

3,916,410

 

(3,479)

51,486

2,690,726

2,360,037

656,809

744,223

(14,639)

(30,179)

7,738

6,602

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other investments (c)

 

 

 

 

 

 

 

 

 

-

91,056

-

-

 

 

 

 

Goodwill on acquisition of subsidiaries (d)

 

 

 

 

 

 

 

 

 

43,080

43,080

-

-

 

 

 

 

Goodwill based on inventory surplus

 

 

 

 

 

 

71,641

77,360

 

-

 

 

 

 

Addition to remeasurement of investment in associate (e)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gafisa

 

 

 

 

 

 

 

 

 

108,300

108,300

108,300

108,300

 

 

 

 

Shertis

 

 

 

 

 

 

 

 

 

-

-

267,553

267,553

 

 

 

 

Total investments

 

 

 

 

 

 

 

 

 

2,913,746

2,679,833

1,032,662

1,120,076

(14,639)

(30,179)

7,738

6,602

 

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

70


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

9.   Investments in subsidiaries -- Continued

 

(i)      Ownership interest --Continued

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

Company

Consolidated

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Income (loss) for the period

Provision for net capital deficiency

Equity pick-up

Direct investees

6/30/2014

12/31/2013

6/30/2014

6/30/2014

6/30/2014

12/31/2013

 

6/30/2014

6/30/2013

6/30/2014

12/31/2013

6/30/2014

12/31/2013

6/30/2014

6/30/2013

6/30/2014

6/30/2013

Provision for capital deficiency (f):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manhattan Square Emp. Imob. Res.1SPELtda

50%

50%

119,743

175,643

(55,900)

(43,283)

 

(11,238)

(6,313)

(27,950)

(21,642)

(27,950)

(21,642)

(6,207)

(3,157)

(6,207)

(3,157)

Gafisa SPE 117 Emp .Im .Ltda.

100%

100%

15,284

21,201

(5,918)

(5,735)

 

(182)

(993)

(5,918)

(5,735)

-

-

(182)

(993)

-

-

Gafisa SPE45 Emp .Im. Ltda.

100%

100%

7,206

14,808

(7,602)

(5,398)

 

(2,204)

(2,039)

(7,602)

(5,398)

-

-

(2,204)

(2,039)

-

-

Gafisa SPE 69 Emp. Im. Ltda.

100%

100%

949

6,270

(5,321)

(2,862)

 

(2,460)

(440)

(5,321)

(2,862)

-

-

(2,460)

(440)

-

-

Península SPE2 S/A

50%

50%

1,427

4,586

(3,159)

(3,887)

 

623

372

(1,579)

(1,943)

(1,579)

(1,943)

312

186

312

186

Other (*)

 

 

68,887

78,662

(9,775)

8,788

 

(2,222)

(4,226)

(9,856)

(6,020)

(30)

(1,863)

(2,884)

(3,415)

(268)

-

Total provision for net capital deficiency

 

 

213,496

301,170

(87,675)

(52,377)

 

(17,683)

(13,639)

(58,226)

(43,600)

(29,559)

(25,448)

(13,625)

(9,858)

(6,163)

(2,971)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity pick-up

 

 

 

 

 

 

 

 

 

-

-

-

-

(28,264)

(40,037)

1,575

3,631

 

(a)   Jointly-controlled investees.

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

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

(d)   See composition in Note 11.

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

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

(g)   The Company’s interest of 30% in AUSA is composed of 10% in the Company Gafisa and 20% in the subsidiary Shertis.

(h)   Entities reclassified from the SCP to the Company (see item (c), in view of the settlement of the obligations provided for in the contract and its subsequent dissolution (Note 15).

 

71


 

 

 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

 

 

9.   Investments in subsidiaries --Continued

 

(b)    Change in investments

 

 

 

 

 

 

 

Company

Consolidated

 

 

 

Balance at December 31, 2013

2,679,833

1,120,076

Equity pick-up

(28,264)

1,575

Redemption of shares of subsidiaries (a)

(100,000)

-

Contribution (reduction) of capital

21,975

(27,148)

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

(22,728)

-

Reclassification of SCP investments (c)

389,642

-

Dividends receivable

(41,569)

(60,301)

Other investments

6,944

(1,540)

Reclassification of the provision for investment losses

14,613

-

Usufruct of shares (dividends paid) (Nota 15)

(6,700)

-

Balance at June 30, 2014

2,913,746

1,032,662

 

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

(b)     In the period ended June 30, 2014, 7,000,000 shares in the total amount of R$22,728 were acquired by Tenda, according to the stock repurchase program. This program was cancelled on February 26, 2014 (Note 19.1).

(c)     Reclassification because of the termination of the SCP and the transfer of the balances of assets and liabilities of investments to the parent company (Note 15(a)).

 

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

72


 

 

 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

10Property and equipment

 

 

 

Company

Consolidated

 

Type

12/31/2013

Addition

Write-off

100% depreciated items

6/30/2014

12/31/2013

Addition

Write-off

100% depreciated items

6/30/2014

Cost

 

 

 

 

 

 

 

 

 

 

Hardware

18,100

1,007

-

(9,124)

9,983

32,722

1,818

(41)

(12,596)

21,903

Vehicles

-

-

-

-

-

979

-

-

(979)

-

Leasehold improvements and installations

8,545

-

-

(4,325)

4,220

34,256

1,286

(44)

(9,658)

25,840

Furniture and fixtures

1,717

167

(246)

(960)

678

5,764

1,122

(388)

(1,111)

5,387

Machinery and equipment

2,637

1,246

-

-

3,883

3,836

1,925

(573)

(4)

5,184

Molds

-

-

-

-

-

8,130

6,224

-

(8,130)

6,224

Sales stands

139,758

11,802

-

(138,420)

13,140

203,236

14,979

-

(200,114)

18,101

 

170,757

14,222

(246)

(152,829)

31,904

288,923

27,354

(1,046)

(232,592)

82,639

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

 

Hardware

(13,177)

(947)

-

9,124

(5,000)

(21,820)

(1,975)

27

12,596

(11,172)

Vehicles

-

-

-

-

-

(979)

-

-

979

-

Leasehold improvements and installations

(6,804)

(1,018)

-

4,325

(3,497)

(21,499)

(2,954)

20

9,658

(14,775)

Furniture and fixtures

(1,360)

(30)

246

960

(184)

(3,662)

(788)

496

1,111

(2,843)

Machinery and equipment

(817)

(132)

-

-

(949)

(1,104)

(197)

-

4

(1,297)

Molds

-

-

-

-

-

(6,945)

(1,834)

486

8,130

(163)

Sales stands

(136,360)

(5,214)

-

138,420

(3,154)

(196,529)

(8,521)

-

200,114

(4,936)

 

(158,518)

(7,341)

246

152,829

(12,784)

(252,538)

(16,269)

1,029

232,592

(35,186)

 

 

 

 

 

 

 

 

 

 

 

 

12,239

6,881

-

-

19,120

36,385

11,085

(17)

-

47,453

 

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

 

11. Intangible assets

 

 

 

Company

 

12/31/2013

 

 

 

6/30/2014

 

Balance

Addition

Write-down/ amortization

100% amortized items

Balance

 

 

 

 

 

 

Software – Cost

80,406

2,838

-

(14,780)

68,464

Software – Depreciation

(42,787)

(6,717)

-

14,780

(34,724)

Other

8,404

1,795

(3,438)

-

6,761

 

46,023

(2,084)

(3,438)

-

40,501

 

 

 

 

 

 

 

Consolidated

 

12/31/2013

 

 

 

6/30/2014

 

Balance

Addition

Write-down/ amortization

100% amortized items

Balance

Goodwill

 

 

 

 

 

AUSA

25,476

-

-

-

25,476

Cipesa

40,687

-

-

-

40,687

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

(23,083)

-

-

-

(23,083)

 

43,080

-

-

-

43,080

 

 

 

 

 

 

Software – Cost

104,625

4,537

(1,151)

(15,275)

92,736

Software – Depreciation

(54,708)

253

(9,324)

15,275

(48,504)

Other

13,343

2,287

(4,738)

-

10,892

 

63,260

7,077

(15,213)

-

55,124

 

 

 

 

 

 

106,340

7,077

(15,213)

-

98,204

           

 

 

73


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

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

 

 

11. Intangible assets --Continued

 

The Company evaluates the recovery of the carrying amount of goodwill at the end of each year. As of June 30, 2014, the Company did not find any indication of impairment in the carrying amount of goodwill.

 

12. Loans and financing

 

 

 

 

Company

Consolidated

Type

Maturity

Annual interest rate

6/30/2014

12/31/2013

6/30/2014

12/31/2013

 

 

 

 

 

 

 

Certificate of Bank Credit –

CCB

July 2014 and July 2017

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

424,668

550,052

424,668

550,052

National Housing System - SFH / SFI

July 2014 to January 2018

8.30% to 11.00% + TR

CDI + 117%

705,242

699,132

1,012,619

1,088,258

 

 

 

1,129,910

1,249,184

1,437,287

1,638,310

 

 

 

 

 

 

Current portion

 

 

504,397

376,047

622,942

590,386

Non-current portion

 

 

625,513

873,137

814,345

1,047,924

 

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

 

 

Company

Consolidated

Maturity

6/30/2014

12/31/2013

6/30/2014

12/31/2013

 

 

 

 

 

2014

186,176

376,047

257,037

590,386

2015

547,775

489,889

712,468

642,328

2016

287,763

275,118

355,632

296,464

2017

106,802

106,898

110,739

107,901

2018 onwards

1,394

1,232

1,411

1,231

 

1,129,910

1,249,184

1,437,287

1,638,310

 

 

74


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

12. Loans and financing –Continued

 

The Company and its subsidiaries have restrictive covenants under certain loans and financing that limit their ability to perform certain actions, such as the issuance of new debts, and that could require the early redemption or refinancing of loans if the Company does not fulfill such covenants. The ratio and minimum and maximum amounts required under such restrictive covenants as of June 30, 2014 and December 31, 2013 are disclosed in Note 13.

 

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

 

 

Company

Consolidated

 

6/30/2014

6/30/2013

6/30/2014

6/30/2013

 

 

 

 

Total financial expenses for the period

129,808

105,340

170,045

153,812

Capitalized financial charges

(76,155)

(32,971)

(104,685)

(73,873)

 

 

 

 

Financial expenses (Note 25)

53,653

72,369

65,360

79,939

 

 

 

 

Financial charges included in “Properties for sale”

 

 

 

 

 

 

 

 

 

Opening balance

142,860

135,582

214,298

239,327

Capitalized financial charges

76,155

32,971

104,685

73,873

Charges appropriated to profit or loss (Note 24)

(43,291)

(40,537)

(75,103)

(69,766)

 

 

 

 

Closing balance

175,724

128,016

243,880

243,434

 

 

 

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

 

 

75


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

13. Debentures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

Program/placement

Principal - R$

Annual interest

Final maturity

6/30/2014

12/31/2013

6/30/2014

12/31/2013

 

 

 

 

 

 

 

 

Sixth placement (i)

100,000

CDI + 1.50%

June 2014

-

151,513

-

151,513

Seventh placement

600,000

TR + 9.8160%

December 2017

526,922

551,855

526,922

551,855

Eighth placement /first series

288,427

CDI + 1.95%

October 2015

294,681

294,073

294,681

294,073

Eighth placement /second series

11,573

IPCA + 7.96%

October 2016

15,371

14,216

15,371

14,216

First placement (Tenda) (ii)

600,000

TR + 9.28%

October 2016

-

-

398,928

409,561

 

 

 

 

836,974

1,011,657

1,235,902

1,421,218

 

 

 

 

 

 

 

Current portion

 

 

 

254,466

354,271

353,394

563,832

Non-Current portion

-

 

 

582,508

657,386

882,508

857,386

                   

 

(i)  On June 2, 2014, the Company made the payment in the amount of R$158,969, of which R$100,000 related to the Face Value of the Placement and R$58,969 related to the interest payable, thus settling all obligations of its 6th Debenture Placement.

(ii) On March 28, 2014, the partial deferment of the payment for the fourth installment of the face value of this placement was approved in the amount of R$90,000 until May 1, 2014, while R$10,000 should be paid on the original due date on April 1, 2014. On April 17, 2014, the totality of the debenture holders of the first placement  of subsidiary Tenda unanimously approved without any exception (a) the change in the maturity schedule of this placement to the following amounts and due dates: (i) R$10,000 on April 1, 2014, (ii) R$10,000 on October 1, 2014, (iii) R$80,000 on April 1, 2015, (iv) R$100,000 on October 1, 2015, (v) R$100,000 on April 1, 2016, (vi) R$100,000 on October 1, 2016; (b) reduction in the Guaranteed Percentage to 130% of Eligible Receivables; (c) reduction to three (3) months the period for retaining the amounts in the Centralized Account previous to the maturity of each amortization and/or interest installment; (d) change in the definition of associate credit (“crédito associativo”), a government real estate finance aid, of the Indenture (e) permission for cancelling the restriction of Receivables in case of guarantee surplus; (f) exclusion of the possibility of early redemption and/or early amortization of Debentures.

 

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

 

Company

Consolidated

Maturity

6/30/2014

12/31/2013

6/30/2014

12/31/2013

 

 

 

 

 

2014

180,000

354,271

198,928

563,832

2015

299,032

299,093

479,032

499,093

2016

158,386

158,292

358,386

158,292

2017

199,556

200,001

199,556

200,001

 

836,974

1,011,657

1,235,902

1,421,218

 

76


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

 

13. Debentures--Continued

 

The actual ratios and minimum and maximum amounts stipulated by these restrictive covenants at June 30, 2014 and December 31, 2013 are as follows:

 

 

6/30/2014

12/31/2013

Seventh placement

 

 

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

-10.75 times

-6.21 times

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

-17.36%

-31.6%

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

2.22 times

2.79 times

 

 

 

Eighth placement - first and second series

 

 

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

-7.07 times

-4.31 times

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

-17.36%

-31.6%

 

 

 

 

 

6/30/2014

12/31/2013

First placement – Tenda

 

 

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

-2.27 times

-2.49 times

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

-58.88%

-56.97%

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

-354.96 times

56.85 times

 

 

 

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

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

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

(4)   Total receivables.

(5)   Total inventory.

 

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

77


 

 

 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

14. Obligations assumed on assignment of receivables

 

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

 

 

Company

Consolidated

 

6/30/2014

12/31/2013

6/30/2014

12/31/2013

 

 

 

 

 

Assignment of receivables:

 

 

 

 

CCI obligation Jun/09

-

-

5,983

12,295

CCI obligation Jun/11

8,422

13,407

11,063

17,146

CCI obligation Dec/11

3,999

5,654

6,028

13,686

CCI obligation Jul/12

2,046

2,578

2,046

2,578

CCI obligation Nov/12

-

-

8,525

10,639

CCI obligation Dec/12

16,743

35,831

16,743

35,831

CCI obligation Dec/13

3,905

5,675

12,670

17,154

FIDC obligation

4,306

5,337

8,804

6,381

Other

6,101

5,719

4,593

4,187

 

45,522

74,201

76,455

119,897

 

 

 

 

Current portion

27,961

50,184

47,137

82,787

Non-current potion

17,561

24,017

29,318

37,110

 

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

 

15. Payables to venture partners

 

 

Company

Consolidated

 

6/30/2014

12/31/2013

6/30/2014

12/31/2013

 

 

 

 

 

Payable to venture partners (a)

-

100,000

-

103,814

Usufruct of shares (b)

14,442

19,536

14,662

19,866

 

 

 

 

 

14,442

119,536

14,662

123,680

 

 

 

 

Current portion

7,297

108,742

7,517

112,886

Non-current portion

7,145

10,794

7,145

10,794

 

 

78


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

15. Payables to venture partners--Continued

 

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

 

 

Company

 

Consolidated

 

6/30/2014

12/31/2013

 

6/30/2014

12/31/2013

 

 

 

 

 

 

2014

3,648

108,742

 

3,868

112,886

2015

6,081

6,080

 

6,081

6,080

2016

3,573

3,574

 

3,573

3,574

2017

1,140

1,140

 

1,140

1,140

Total

14,442

119,536

 

14,662

123,680

 

 

(a)     At a meeting of the venture partners held on February 3, 2014, they decided to reduce the SCP capital by R$100,000 Class B shares and, as consequence of this resolution, the SCP paid R$100,000 to the partners that held such units and R$4,742 related to the mandatory minimum dividend, thus fulfilling all obligations arising from this contract, with subsequent termination of the SCP created for this purpose.

(b)     In the period ended June 30, 2014, the total amount of dividends paid to the preferred shareholders by means of the SPE-89 Empreendimentos Imobiliários S.A. was R$6,700 (Note 9).

 

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

 

16. Other obligations

 

 

Company

Consolidated

 

6/30/2014

12/31/2013

6/30/2014

12/31/2013

 

 

 

 

 

Acquisition of interests

5,102

5,102

5,847

5,102

Provision for penalties for delay in

construction works

8,756

6,873

13,855

14,530

Cancelled contract payable

8,944

9,457

39,193

38,901

Warranty provision

15,087

23,087

42,049

53,006

Deferred sales taxes (PIS and COFINS)

21,035

24,841

30,771

40,461

Provision for net capital deficiency (Note 9)

58,227

43,600

29,559

25,448

Long-term suppliers

17,815

14,754

33,341

29,780

Other liabilities

10,349

11,733

31,212

39,386

 

 

 

 

 

 

145,314

139,447

225,826

246,614

 

 

 

 

 

Current portion

109,353

101,296

161,760

176,740

Non-current portion

35,961

38,151

64,066

69,874

 

 

79


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

17. Provisions for legal claims and commitments

 

In the period ended June 30, 2014, the changes in the provision are summarized as follows:

 

Company

Civil claims

Tax claims

Labor claims

Total

Balance at December 31, 2013

115,468

255

23,876

139,599

Addition to and reversal of provision (Note 24)

16,322

55

9,895

26,272

Payment and reversal of provision not used

(5,385)

-

(5,053)

(10,438)

Balance at June 30, 2014

118,809

218

36,406

155,433

 

 

 

 

Current portion

51,064

218

36,406

87,688

Non-current portion

67,745

-

-

67,745

 

 

Consolidated

Civil claims

Tax claims

Labor claims

Total

Balance at December 31, 2013

140,722

1,582

55,624

197,928

Addition to and reversal of provision (Note 24)

26,301

216

25,279

51,796

Payment and reversal of provision not used

(16,082)

(161)

(12,265)

(28,508)

Balance at June 30, 2014

150,941

1,637

68,638

221,216

 

 

 

 

 

Current portion

51,064

218

36,406

87,688

Non-current portion

99,877

1,419

32,232

133,528

 

 

 

 

 

 

80


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

17. Provisions for legal claims and commitments --Continued

 

(a)     Civil, tax and labor lawsuits

 

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

 

As of June 30, 2014, the Company and its subsidiaries are aware of other civil, labor and tax claims and risks. Based on the history of probable lawsuits and the specific analysis of main claims, the estimate for lawsuits which likelihood of loss is rated as possible is of R$538,702 (R$435,046 as of December 31, 2013), based on average past outcomes adjusted to current estimates, for which the Company’s Management believes it is not necessary to recognize a provision for occasional losses. The change in the period was caused by the higher volume of lawsuits with smaller amounts and the review of the involved amounts.

 

   

Company

Consolidated

 

 

6/30/2014

12/31/2013

6/30/2014

12/31/2013

 

 

 

 

 

 

Civil claims

 

199,849

64,026

413,268

331,976

Tax claims

 

45,144

39,248

56,822

45,413

Labor claims

 

40,848

36,227

68,612

57,657

 

285,841

139,501

538,702

435,046

 

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

 

There was no change in relation to the information reported in Note 17(i)(b) to the financial statements as of December 31, 2013.

 

(c)     Commitments

 

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

 

(i)     The Company has contracts for the rental of 25 properties where its facilities are located, the monthly cost amounting to R$893 adjusted by the IGP-M/FGV variation. The rental term ranges from one to ten years and there is a fine in case of cancelled contracts corresponding to three-month rent or in proportion to the contract expiration time.

 

(ii)    As of June 30, 2014, the Company, through its subsidiaries, has long-term obligations in the amount of R$33,341 (R$29,780 e as of December 31, 2013), related to the supply of the raw material used in the development of its real estate ventures.

 

 

81


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

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

 

 

 

18. Payables for purchase of properties and advances from customers

 

 

Company

Consolidated

 

6/30/2014

12/31/2013

6/30/2014

12/31/2013

 

 

 

 

 

Payables for purchase of properties

101,963

115,397

197,423

262,902

Adjustment to present value

(5,257)

(873)

(6,892)

(873)

Advances from customers

 

 

 

 

Development and sales

40,607

39,868

52,641

48,220

Barter transaction - Land

148,596

165,703

191,623

178,100

 

 

 

 

 

 

285,909

320,095

434,795

488,349

 

 

 

 

 

Current portion

248,633

284,366

364,637

408,374

Non-current portion

37,276

35,729

70,158

79,975

 

19. Equity

 

19.1.  Capital

 

As of June 30, 2014 and December 31, 2013, the Company's authorized and paid-in capital amounts to R$2,740,662, represented by 435,559,201 registered common shares, without par value, of which 30,812,827 and 19,099,486 were held in treasury, respectively.

 

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

 

 

82


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

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

 

On the same date, the Board of Directors of the Company created a program to repurchase its common shares aimed at holding them in treasury and later selling or cancelling them, limiting the acquisition to 17,456,434 shares to be carried out in up to 365 days. In the period ended June 30, 2014, 8,900,000 shares totaling R$28,627 were acquired. Additionally, the Company transferred 4,186,659 shares in the total amount of R$13,480 related to the exercise of options under the stock option plan of common shares by the beneficiaries, for which it received the total amount of R$6,909.

 

 

 

 

83


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

19.       Equity -- Continued

 

19.1.  Capital -- Continued

 

Treasury shares – 06/30/2014

Type

GFSA3 common

R$

%

R$ thousand

R$ thousand

Acquisition date

Number

Weighted average price

% - on shares outstanding

Market value (*)

Carrying amount

11/20/2001

599,486

2.8880

0.14%

2,020

1,731

1st quarter 2013

1,000,000

4.3316

0.23%

3,370

4,336

2nd quarter 2013

9,000,000

3.9551

2.07%

30,330

35,634

4th quarter 2013

8,500,000

3.6865

1.95%

28,645

31,369

1st quarter 2014

14,900,000

3.2297

3.42%

50,213

48,168

2nd quarter 2014 (transfers)

(4,186,659)

3.2168

-1.03%

(14,109)

(13,480)

2nd quarter 2014

1,000,000

3.1843

0.25%

3,370

3,187

 

30,812,827

3.4988

7.03%

103,839

110,945

(*)   Market value calculated based on the closing share price at June 40, 2014 (R$3.37), not considering the possible effect of volatilities.

 

Treasury shares – 12/31/2013

Type

GFSA3 common

R$

%

R$ thousand

R$ thousand

Acquisition date

Number

Weighted average price

% - on shares outstanding

Market value (*)

Carrying amount

11/20/2001

599,486

2.8880

0.14%

2,116

1,731

1st quarter 2013

1,000,000

4.3316

0.23%

3,530

4,336

2nd quarter 2013

9,000,000

3.9551

2.07%

31,770

35,634

4th quarter 2013

8,500,000

3.6865

1.95%

30,005

31,369

 

19,099,486

3.8258

4.39%

67,421

73,070

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

 

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

 

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

 

 

Common shares - In thousands

Shares outstanding as of December 31, 2013

416,459

Repurchase of treasury shares

(15,900)

Transfer related to the stock option plan

4,187

Shares outstanding as of June 30, 2014

404,746

 

 

Weighted average shares outstanding

405,443

 

On February 12, 2014, the Company made the settlement of interest on capital in the net amount of R$117,122.

84


 

 

 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

19. Equity --Continued

 

19.2.  Stock option plan

 

Expenses for granting stocks recorded under the account “General and administrative expenses” (Note 24) in the periods ended June 30, 2014 and 2013, are as follows:

 

 

6/30/2014

6/30/2013

 

 

Gafisa

10,516

9,480

Tenda

26

65

 

10,542

9,545

 

(i)    Gafisa

 

The Company has a total of five stock option plans comprising common shares, launched in  2010, 2011, 2012, 2013 and 2014 which follow the rules established in the Stock Option Plan of the Company.

 

The granted options entitle their holders (employees) to purchase common shares of the Company’s capital, after periods that vary from one to five years of employment in the Company (essential condition to exercise the option), and expire ten years after the grant date.

 

Changes in the stock options outstanding in the years ended June 30, 2014 and December 31, 2013, including the respective weighted average exercise prices are as follows:

 

 

2014

2013

 

Number of options

Weighted average exercise price (R$)

Number of options

Weighted average exercise price (R$)

Options outstanding at the beginning of the year

11,908,128

1.47

9,742,400

1.32

Options granted

4,361,763

1.93

5,383,627

1.86

Options exercised

(4,186,659)

1.65

(2,329,422)

2.09

Options expired

(748,518)

3.66

-

-

Options forfeited

(153,809)

0.10

(888,477)

0.39

 

 

 

 

 

Options outstanding at the end of the period

11,180,905

1.28

11,908,128

1.47

 

 

 

 

 

Vested options at the end of the year

834,405

2.60

-

-

 

 

85


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

19. Equity --Continued

 

19.2.  Stock option plan

 

(i)    Gafisa--Continued

 

Outstanding and exercisable options as of June 30, 2014, are as follows:

           

Outstanding options

Exercisable options

Number of options

Weighted average remaining contractual life (years)

Weighted average exercise price (R$)

Number of options

Weighted average exercise price (R$)

 

 

 

 

 

11,180,905

8.76

1.28

834,485

2.60

 

During the period ended June 30, 2014, the Company granted 4,361,760 options in connection with its stock option plan comprising common shares (5,383,627 options granted in 2013).

 

The fair value of the new options granted totaled R$7,464 (R$11,048 in 2013), which was determined based on the following assumptions:

 

 

2014

2013

Pricing model

MonteCarlo

Binomial

MonteCarlo

Exercise price of options (R$)

 

R$3.13 type A and R$0.01 type B

R$2.73

R$2.73 e R$0.01

Weighted average price of options (R$)

R$ 1.93

R$2.73

R$0.73

Expected volatility (%) – (*)

55%

40%

40%

Expected option life (years)

5.16 years

11.03 years

1.97 years

Dividend income (%)

1.90%

1.90%

1.90%

Risk-free interest rate (%)

10.55%

7.85%

7.85%

 

(*)The volatility was determined based on regression analysis of the ratio of the share volatility of the parent company, Gafisa S.A., to the Ibovespa index.

 

In the period ended June 30, 2014, the Company recognized in the heading "Other income (expenses), net", the expenses with the stock option plan of the former subsidiary Alphaville Urbanismo S.A., in the amount of R$13,863 related to the adjustment to the balance payable, according to the contract between the parties (Note 24).

 

86


 

 

 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

19. Equity --Continued

 

19.2.  Stock option plan

 

(ii)   Tenda

 

Due to the acquisition by Gafisa of the total shares outstanding issued by Tenda, the stock option plans related to Tenda shares were transferred to Gafisa, responsible for share issuance. As of June 30, 2014, the amount of R$14,965 (R$14,939 as of December 31, 2013), related to the reserve for granting options of Tenda is recognized under the account “Related Parties” of Gafisa.

 

In the period ended June 30, 2014 and in the year ended December 31, 2013, the Company did not grant options in connection with its stock option plans comprising common shares.

 

20. Income and social contribution taxes

 

(i)      Current income and social contribution taxes

 

The reconciliation of the effective tax rate for the periods ended June 30, 2014 and 2013 is as follows:

 

 

Consolidated

 

6/30/2014

6/30/2013

 

 

 

Loss before income and social contribution taxes, and statutory interest

(24,181)

(111,646)

Income tax calculated at the applicable rate - 34%

8,221

37,959

Net effect of subsidiaries taxed by presumed profit

4,677

(26,769)

Tax losses (tax loss carryforwards used)

(8,816)

(1,571)

Equity pick-up

183

1,235

Stock option plan

(8,298)

(3,245)

Other permanent differences

(7,698)

(15,574)

Charges on payables to venture partners

1,348

(6,505)

Tax benefits recognized (not recognized)

(7,886)

1,041

(18,269)

(13,429)

 

 

 

 

 

 

Tax expenses - current

(16,874)

(9,165)

Tax expenses - deferred

(1,395)

(4,264)

 

 

87


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

20. Income and social contribution taxes --Continued

 

 (ii)  Deferred income and social contribution taxes

 

As of June 30, 2014 and December 31, 2013, deferred income and social contribution taxes are from the following sources:

 

 

Company

Consolidated

 

6/30/2014

12/31/2013

6/30/2014

12/31/2013

 

 

 

 

 

Provisions for legal claims

52,847

47,464

75,213

67,296

Temporary differences – PIS and COFINS deferred

6,975

7,918

14,103

15,566

Provisions for realization of non-financial assets

2,698

2,698

22,838

22,852

Temporary differences – CPC adjustment

17,948

21,733

27,016

31,819

Other provisions

38,161

39,684

71,153

76,735

Income and social contribution tax loss carryforwards

84,731

86,848

303,774

288,712

Tax credits from downstream acquisition

11,171

9,226

11,171

9,226

Tax benefits not recognized

(6,478)

(12,327)

(282,420)

(274,534)

 

208,053

203,244

242,848

237,672

 

 

 

 

Liabilities

 

 

 

 

Negative goodwill

(91,323)

(91,323)

(91,323)

(91,323)

Temporary differences –CPC adjustment

(38,058)

(36,822)

(128,756)

(127,790)

Differences between income taxed on cash basis

and recorded on an accrual basis

(29,573)

(26,000)

(78,079)

(75,211)

 

(158,954)

(154,145)

(298,158)

(294,324)

 

 

 

 

Total net

49,099

49,099

(55,310)

(56,652)

 

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

 

 

Company

 

6/30/2014

 

12/31/2013

 

Income tax

Social contribution tax

 

Total

 

Income tax

Social contribution tax

 

Total

Balance of the income and social contribution tax loss carryforwards

249,209

249,209

 

 

255,435

255,435

-

Deferred tax assets (25%/9%)

62,302

22,429

84,731

 

63,859

22,989

86,848

Recognized deferred tax asset

57,539

20,714

78,253

 

54,795

19,726

74,521

Unrecognized deferred tax asset

4,763

1,715

6,478

 

9,064

3,263

12,327

 

 

88


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

20. Income and social contribution taxes --Continued

 

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

 

 

 

Consolidated

 

6/30/2014

 

12/31/2013

 

Income tax

Social contribution tax

 

Total

 

Income tax

Social contribution tax

 

Total

Balance of the income and social contribution tax loss carryforwards

893,453

893,453

 

 

849,150

849,150

-

Deferred tax assets (25%/9%)

223,363

80,411

303,774

 

212,288

76,424

288,712

Recognized deferred tax asset

57,539

20,714

78,253

 

54,795

19,726

74,521

Unrecognized deferred tax asset

165,824

59,697

225,521

 

157,493

56,698

214,191

 

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

 

 

Company

2014

4,124

2015

46,534

2016

531

2017

9,120

2018

17,871

2019 to 2023

140,999

 

227,026

 

 

89


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

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

 

21. Financial instruments

 

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

 

 (i)   Risk considerations

 

a)    Credit risk

 

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

 

 

 

90


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

21. Financial instruments --Continued

 

(i)    Risk considerations --Continued

 

b)    Derivative financial instruments

 

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

 

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

 

As of June 30, 2014, the Company had derivative contracts for hedging purposes in relation to interest fluctuations, with final maturity between December 2014 and June 2017. The derivative contracts are as follows:

 

Consolidated

   

Reais

Percentage

Validity

Gain (loss) not realized with derivative instruments - net

   

 

 

 

 

 

Companies

Swap agreements (Fixed for CDI)

Face value

Original Index

Swap

Beginning

End

6/30/2014

12/31/2013

 

 

 

 

 

 

 

 

 

Gafisa S/A

Banco Votorantim S.A.

110,000

Fixed 14.0993%

CDI 1.6344%

12/20/2013

06/20/2014

-

978

Gafisa S/A

Banco Votorantim S.A.

82,500

Fixed 11.4925%

CDI 0.2801%

06/20/2014

12/22/2014

155

128

Gafisa S/A

Banco Votorantim S.A.

82,500

Fixed 13.7946%

CDI 1.6344%

12/22/2014

06/22/2015

323

(91)

Gafisa S/A

Banco Votorantim S.A.

55,000

Fixed 11.8752%

CDI 0.2801%

06/22/2015

12/21/2015

(21)

(306)

Gafisa S/A

Banco Votorantim S.A.

55,000

Fixed 14.2672%

CDI 1.6344%

12/21/2015

06/20/2016

62

(236)

Gafisa S/A

Banco Votorantim S.A.

27,500

Fixed 11.1136%

CDI 0.2801%

06/20/2016

12/20/2016

(128)

(255)

Gafisa S/A

Banco Votorantim S.A.

27,500

Fixed 15.1177%

CDI 1.6344%

12/20/2016

06/20/2017

84

(35)

             

475

183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

475

183

 

 

 

 

 

Non-current

-

-

 

 

 

91


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

21. Financial instruments --Continued

 

(i)    Risk considerations --Continued

 

During the period ended June 30, 2014, the amount of R$245 (R$2,894 in 2013) in the Company’s statements and in the consolidated statements, which refer to net result of the interest swap transaction, was recognized in the “financial income” line in the statement of profit or loss for the period, allowing correlation between the impact of such transactions and interest rate fluctuation in the Company’s balance sheet (Note25).

             

       The estimated fair value of derivative financial instruments contracted by the Company was determined based on information available in the market and specific valuation methodologies.

 

b)    Derivative financial instruments --Continued

 

       However, considerable judgment was necessary for interpreting market data to produce the estimated fair value of each transaction. Accordingly, the estimates above do not necessarily indicate the actual amounts realized upon the financial settlement of transactions.

 

c)    Interest rate risk

 

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

 

 

 

92


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

21. Financial instruments --Continued

 

(i)    Risk considerations --Continued

 

d)    Liquidity risk

 

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

 

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

 

 

Company

Period ended June 30, 2014

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

504,397

607,748

17,765

-

1,129,910

Debentures (Note 13)

254,466

482,730

99,778

-

836,974

Payables to venture partners (Note 15)

7,297

6,005

1,140

-

14,442

Suppliers

44,375

-

-

-

44,375

 

810,535

1,096,483

118,683

-

2,025,701

 

 

Company

Year ended December 31, 2013

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

376,047

765,007

108,130

-

1,249,184

Debentures (Note 13)

354,271

457,386

200,000

-

1,011,657

Payables to venture partners (Note 15)

108,742

9,654

1,140

-

119,536

Suppliers

51,415

-

-

-

51,415

 

890,475

1,232,047

309,270

-

2,431,792

 

 

 

 

 

93


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

21. Financial instruments --Continued

 

(i)    Risk considerations --Continued

 

d)    Liquidity risk --Continued

 

 

Consolidated

Period ended June 30, 2014

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

622,942

796,458

17,887

-

1,437,287

Debentures (Note 13)

353,394

782,730

99,778

-

1,235,902

Payables to venture partners (Note 15)

7,517

6,005

1,140

-

14,662

Suppliers

76,619

-

-

-

76,619

 

1,060,472

1,585,193

118,805

-

2,764,470

 

 

Consolidated

Year ended December 31, 2013

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

590,386

938,792

109,132

-

1,638,310

Debentures (Note 13)

563,832

657,386

200,000

-

1,421,218

Payables to venture partners (Note 15)

112,886

9,654

1,140

-

123,680

Suppliers

79,342

-

-

-

79,342

 

1,346,446

1,605,832

310,272

-

3,262,550

 

Fair value classification

 

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

 

The classification level of fair value for financial instruments measured at fair value through profit or loss of the Company, presented as of June 30, 2014 and December 31, 2013:

 

 

Company

Consolidated

 

Fair value classification

As of June 30, 2014

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

Cash equivalents (Note 4.1)

-

19,659

-

-

135,089

-

Short-term investments (Note 4.2)

-

540,359

-

-

1,144,479

-

Derivative financial instruments (Note 21.i.b)

-

475

-

-

475

-

 

 

Company

Consolidated

 

Fair value classification

As of December 31, 2013

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

Cash equivalents (Note 4.1)

-

39,032

-

-

215,194

-

Short-term investments (Note 4.2)

-

1,241,026

-

-

1,808,969

-

Derivative financial instruments (Note 21.i.b)

-

183

-

-

183

-

 

94


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

21. Financial instruments --Continued

 

(i)    Risk considerations --Continued

 

d)    Liquidity risk --Continued

 

Fair value classification --Continued

 

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

 

Company

Consolidated

 

Fair value classification

As of June 30, 2014

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

Loans and financing (Note 21.ii.a)

-

1,140,866

-

-

1,441,815

-

Debentures (Note 21.ii.a)

-

849,445

-

-

1,241,064

-

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

-

16,415

-

-

16,633

-

 

 

 

Company

Consolidated

 

Fair value classification

As of December 31, 2013

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

Loans and financing (Note 21.ii.a)

-

1,254,757

-

-

1,641,503

-

Debentures (Note 21.ii.a)

-

1,019,298

-

-

1,428,859

-

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

-

121,060

-

-

125,719

-

 

       In the period ended June 30, 2014 and the year ended December 31, 2013, there were not any transfers between the Levels 1 and 2 fair value valuation, nor transfers between Levels 3 and 2 fair value valuation.

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

 

 (ii)  Fair value of financial instruments

 

a)    Fair value measurement

 

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

95


 

 

 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

21.     Financial instruments --Continued

 

(ii)   Fair value of financial instruments -- Continued

 

a)     Fair value measurement —Continued

 

The main consolidated carrying amounts and fair values of financial assets and liabilities at June 30,2014 and December 31, 2013 are as follows:

 

 

 

Company

 

6/30/2014

12/31/2013

 

Carrying amount

Fair value

Carrying amount

Fair value

 

 

 

 

Financial assets

 

 

 

 

Cash and cash equivalents (Note 4.1)

19,659

19,659

39,032

39,032

Short-term investments (Note 4.2)

540,359

540,359

1,241,026

1,241,026

Derivative financial instruments

475

475

183

183

Trade accounts receivable (Note 5)

1,108,587

1,108,587

1,216,902

1,216,902

 

 

 

 

 

Financial liabilities

 

 

 

 

Loans and financing (Note 12)

1,129,910

1,140,866

1,249,184

1,254,757

Debentures (Note 13)

836,974

849,445

1,011,657

1,019,298

Payables to venture partners (Note 15)

14,442

16,415

119,536

121,060

Suppliers

45,619

45,619

51,415

51,415

 

 

Consolidated

 

6/30/2014

12/31/2013

 

Carrying amount

Fair value

Carrying amount

Fair value

 

 

 

 

Financial assets

 

 

 

 

Cash and cash equivalents (Note 4.1)

135,089

135,089

215,194

215,194

Short-term investments (Note 4.2)

1,144,479

1,144,479

1,808,969

1,808,969

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

475

475

183

183

Trade accounts receivable (Note 5)

2,032,074

2,032,074

2,223,668

2,223,668

 

 

 

 

 

Financial liabilities

 

 

 

 

Loans and financing (Note 12)

1,437,287

1,441,815

1,638,310

1,641,503

Debentures (Note 13)

1,235,902

1,241,064

1,421,218

1,428,859

Payables to venture partners (Note 15)

14,662

16,633

123,680

125,719

Suppliers

77,864

77,864

79,342

79,342

 

 

96


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

21. Financial instruments —Continued

 

a)     Risk of debt acceleration

 

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

(iii)   Capital stock management

 

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

 

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

 

 

 

Company

Consolidated

 

6/30/2014

12/31/2013

6/30/2014

12/31/2013

 

 

 

 

 

Loans and financing (Note 12)

1,129,910

1,249,184

1,437,287

1,638,310

Debentures (Note 13)

836,974

1,011,657

1,235,902

1,421,218

Obligations assumed on assignment of receivables (Note 14)

45,522

74,201

76,455

119,897

Payables to venture partners (Note 15)

14,442

119,536

14,662

123,680

( - ) Cash and cash equivalents and

short-term investments (Notes 4.1 and 4.2)

(560,018)

(1,280,058)

(1,279,568)

(2,024,163)

Net debt

1,466,830

1,174,520

1,484,738

1,278,942

Equity

3,116,182

3,190,724

3,138,131

3,214,483

Equity and net debt

4,583,012

4,365,244

4,622,869

4,493,425

 

 (iv) Sensitivity analysis

 

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

 

97


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

21. Financial instruments -- Continued

 

(iv)  Sensitivity analysis -- Continued

 

As of June 30, 2014 and December 31, 2013, the Company has the following financial instruments:

 

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

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

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

 

To the sensitivity analysis of the interest rates of investments, loans and accounts receivables, the Company considered the CDI rate at 10.80%, the TR at 1.04%, the INCC rate at 7.23%, the General Market Prices Index (IGP-M) at 5.44% and the National Consumer Price Index – Extended (IPCA) at 6.46%. The scenarios considered were as follows:

 

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

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

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

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

 

98


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

21. Financial instruments --Continued

 

(iv)  Sensitivity analysis --Continued

 

As of June 30, 2014:

 

   

Scenario

   

I

II

III

IV

Instrument

Risk

Increase 50%

Increase 25%

Decrease 25%

Decrease 50%

 

       

Short-term investments

Increase/decrease of CDI

51,518

25,759

(25,759)

(51,518)

Loans and financing

Increase/decrease of CDI

(30,373)

(15,187)

15,187

30,373

Debentures

Increase/decrease of CDI

(14,364)

(7,182)

7,182

14,364

Payables to venture partners

Increase/decrease of CDI

-

-

-

-

Derivative financial instruments

Increase/decrease of CDI

(7,076)

(3,680)

3,990

8,336

 

 

 

 

 

Net effect of CDI variation

 

(295)

(290)

600

1,555

 

 

 

 

 

Loans and financing

Increase/decrease of TR

(3,852)

(1,926)

1,926

3,852

Debentures

Increase/decrease of TR

(4,767)

(2,384)

2,384

4,767

 

 

 

 

 

Net effect of TR variation

 

(8,619)

(4,310)

4,310

8,619

 

 

 

 

 

Debentures

Increase/decrease of IPCA

(466)

(233)

233

466

 

 

 

 

 

Net effect of IPCA variation

 

(466)

(233)

233

466

 

 

 

 

 

Accounts receivable

Increase/decrease of INCC

68,530

34,265

(34,265)

(68,530)

Properties for sale

Increase/decrease of INCC

56,799

28,399

(28,399)

(56,799)

 

 

 

 

 

Net effect of INCC variation

 

125,329

62,664

(62,664)

(125,329)

 

 

 

 

 

 

 

 

 

 

99


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

21. Financial instruments --Continued

 

 

(iv)  Sensitivity analysis --Continued

 

 

As of December 31, 2013:

   

Scenario

   

I

II

III

IV

Instrument

Risk

Increase 50%

Increase 25%

Decrease 25%

Decrease 50%

 

 

 

 

 

Short-term investments

Increase/decrease of CDI

77,110

38,555

(38,555)

(77,110)

Loans and financing

Increase/decrease of CDI

(33,920)

(16,960)

16,960

33,920

Debentures

Increase/decrease of CDI

(19,843)

(9,921)

9,921

19,843

Payables to venture partners

Increase/decrease of CDI

(4,623)

(2,312)

2,312

4,623

Derivative financial instruments

Increase/decrease of CDI

(9,303)

(4,856)

5,344

11,219

 

 

 

 

 

Net effect of CDI variation

 

9,421

4,506

(4,018)

(7,505)

 

 

 

 

 

Loans and financing

Increase/decrease of TR

(1,208)

(604)

604

1,208

Debentures

Increase/decrease of TR

(1,474)

(737)

737

1,474

 

 

 

 

 

Net effect of TR variation

 

(2,682)

(1,341)

1,341

2,682

 

 

 

 

 

Debentures

Increase/decrease of IPCA

(385)

(193)

193

385

 

 

 

 

 

Net effect of IPCA variation

 

(385)

(193)

193

385

 

 

 

 

 

Accounts receivable

Increase/decrease of INCC

83,051

41,525

(41,525)

(83,051)

Properties for sale

Increase/decrease of INCC

58,235

29,117

(29,117)

(58,235)

 

 

 

 

 

Net effect of INCC variation

 

141,286

70,642

(70,642)

(141,286)

 

 

 

100


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

22. Related parties

 

22.1.  Balances with related parties

 

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

 

 

Company

Consolidated

Current accounts

6/30/2014

12/31/2013

6/30/2014

12/31/2013

 

 

 

 

 

Assets

 

 

 

 

Current account:

 

 

 

 

Total SPEs

210,461

163,130

145,729

80,804

Condominium and consortia and thirty party’s works

8,924

1,743

8,924

1,743

Loan receivable

102,946

98,272

143,106

136,508

Dividends receivable

3,340

7,443

-

-

 

325,671

270,588

297,759

219,055

 

 

 

 

Current

222,725

172,316

154,653

82,547

Non-current

102,946

98,272

143,106

136,508

 

 

 

 

Liabilities

 

 

 

 

Current account

 

 

 

 

Purchase/sale of interests

(41,125)

(39,100)

(41,125)

(39,100)

Total SPEs and Tenda

(472,927)

(163,075)

(113,617)

(94,578)

 

(514,052)

(202,175)

(154,742)

(133,678)

 

 

 

 

Current

(514,052)

(202,175)

(154,742)

(133,678)

 

 

 

 

 

 

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

 

 

Company

 

 

 

6/30/2014

12/31/2013

Nature

Interest rate

 

 

 

 

 

Engenho

16

15

Construction

12% p.a. + IGPM

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

-

2,279

Construction

12% p.a. + IGPM

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

15,406

15,201

Construction

12% p.a. + IGPM

Gafisa SPE 65 Emp. Imobiliários Ltda.

-

2,929

Construction

3% p.a. + CDI

Gafisa SPE 46 Emp. Imobiliários Ltda.

1,170

1,056

Construction

12% p.a. + IGPM

Gafisa SPE 71 Emp. Imobiliários Ltda.

6,778

6,066

Construction

3% p.a. + CDI

Gafisa SPE 76 Emp. Imobiliários Ltda.

-

3,863

Construction

4% p.a. + CDI

Acquarelle Civilcorp Incorporações Ltda.

455

411

Construction

12% p.a. + IGPM

Manhattan Residencial I

72,410

62,441

Construction

10% p.a. + TR

Manhattan Comercial I

16

15

Construction

10% p.a. + TR

Manhattan Residencial II

144

137

Construction

10% p.a. + TR

Manhattan Comercial II

69

65

Construction

10% p.a. + TR

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

6,482

3,794

Construction

12% p.a. + IGPM

Total Company

102,946

98,272

   

 

 

 

 

 

 

101


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

22. Related parties --Continued

 

22.1.  Balances with related parties --Continued

 

 

 

Consolidated

 

 

 

30/6/2014

31/12/2013

Nature

Interest rate

 

 

 

 

 

Engenho

16

15

Construction

12% p.a. + IGPM

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

-

2,279

Construction

12% p.a. + IGPM

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

15,406

15,201

Construction

12% p.a. + IGPM

Gafisa SPE 65 Emp. Imobiliários Ltda.

-

2,929

Construction

3% p.a. + CDI

Gafisa SPE-46 Emp. Imobiliários Ltda.

1,170

1,056

Construction

12% p.a. + IGPM

Gafisa SPE-71 Emp. Imobiliários Ltda.

6,778

6,066

Construction

3% p.a. + CDI

Gafisa SPE- 76 Emp. Imobiliários Ltda.

-

3,863

Construction

4% p.a. + CDI

Acquarelle - Civilcorp Incorporações Ltda.

455

411

Construction

12% p.a. + IGPM

Manhattan Residencial I

72,410

62,441

Construction

10% p.a. + TR

Manhattan Comercial I

16

15

Construction

10% p.a. + TR

Manhattan Residencial II

144

137

Construction

10% p.a. + TR

Manhattan Comercial II

69

65

Construction

10% p.a. + TR

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

6,482

3,794

Construction

12% p.a. + IGPM

Fit Jardim Botanico SPE Emp. Imob. Ltda.

18,538

17,998

Construction

113.5% of 126.5% of CDI

Fit 09 SPE Emp. Imob. Ltda.

7,745

7,183

Construction

120% of 126.5% of CDI

Fit 19 SPE Emp. Imob. Ltda.

4,016

4,003

Construction

113.5% of 126.5% of CDI

Acedio SPE Emp. Imob. Ltda.

3,827

3,589

Construction

113.5% of 126.5% of CDI

Ac Participações Ltda.

5,219

4,710

Construction

12% p.a. + IGPM

Other

815

753

Construction

Several

Total consolidated

143,106

136,508

 

 

 

 

In the period ended June 30, 2014 the recognized financial income from interest on loans amounted to R$4,336 (R$4,028 in 2013) in the Company’s statement and R$6,006 (R$4,885 in 2013) in the consolidated statement (Note 25).

 

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

 

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

 

102


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

22.2.  Endorsements, guarantees and sureties

 

The financial transactions of the wholly-owned subsidiaries or special purpose entities and its subsidiaries of the Company have the endorsement or surety in proportion to the interest of the Company in the capital stock of such companies, in the amount ofR$1,637,783 (R$1,428,286 in 2013).

 

23. Net operating revenue

 

 

Company

Consolidated

 

6/30/2014

6/30/2013

6/30/2014

6/30/2013

Gross operating revenue

 

 

 

 

Real estate development, sale, barter transactions and construction services

570,732

656,761

1,061,801

1,191,922

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

(312)

9

30,870

80,907

Taxes on sale of real estate and services

(53,342)

(57,003)

(85,140)

(124,415)

Net operating revenue

517,078

599,767

1,007,531

1,148,414

 

24. Costs and expenses by nature

 

These are represented by the following:

 

 

Company

Consolidated

 

6/30/2014

6/30/2013

6/30/2014

6/30/2013

Cost of real estate development and sale:

 

 

 

 

Construction cost

(223,677)

(250,936)

(480,494)

(538,628)

Land cost

(57,794)

(109,907)

(99,102)

(159,687)

Development cost

(18,969)

(21,710)

(50,597)

(68,842)

Capitalized financial charges (Note 12)

(43,291)

(40,537)

(75,103)

(69,766)

Maintenance / warranty

(8,281)

(5,622)

(12,419)

(11,597)

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

-

-

(27,564)

(77,951)

 

(352,012)

(428,712)

(745,279)

(926,471)

 

 

 

 

Commercial expenses:

 

 

 

 

Product marketing expenses

(14,256)

(26,755)

(27,497)

(50,256)

Brokerage and sale commission

(9,382)

(25,657)

(18,095)

(48,195)

Customer Relationship Management expenses and corporate marketing

(12,699)

(7,112)

(24,492)

(13,360)

Other

(1,967)

(2,031)

(3,791)

(3,816)

 

(38,304)

(61,555)

(73,875)

(115,627)

 

 

 

 

General and administrative expenses:

 

 

 

 

Salaries and payroll charges

(21,195)

(25,847)

(38,911)

(46,329)

Employee benefits

(1,983)

(1,928)

(3,503)

(3,528)

Travel and utilities

(756)

(1,632)

(1,426)

(2,689)

Services

(8,868)

(7,089)

(16,269)

(12,986)

Rents and condominium fees

(4,345)

(3,196)

(7,351)

(4,915)

IT

(7,720)

(2,242)

(12,819)

(4,760)

Stock option plan (Note 19.2)

(10,516)

(9,480)

(10,542)

(9,545)

Reserve for profit sharing (Note 26.iii)

(7,142)

(9,799)

(16,425)

(17,427)

Other

(61)

734

(591)

(425)

 

(62,586)

(60,479)

(107,837)

(102,604)

 

 

 

 

 

Other income (expenses), net:

 

 

 

 

Expenses with lawsuits (Note 17)

(26,272)

(15,467)

(51,796)

(15,239)

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

4,839

(3,985)

-

-

Expenses with the adjustment to the stock option plan balance of AUSA (Note 19.2)

(13,863)

-

(13,863)

-

Other

(1,479)

(492)

348

(492)

 

(36,775)

(19,944)

(65,311)

(15,731)

 

 

 

 

 

         

 

103


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

25. Financial income

 

 

Company

Consolidated

 

6/30/2014

6/30/2013

6/30/2014

6/30/2013

Financial income

 

 

 

 

Income from financial investments

43,229

10,592

68,924

25,405

Financial income on loans (Note 22)

4,336

4,028

6,006

4,885

Interest income

1,810

441

2,231

710

Other financial income

2,262

143

5,001

4,688

51,637

15,204

82,162

35,688

Financial expenses

 

 

 

 

Interest on funding, net of capitalization (Note 12)

(53,653)

(72,369)

(65,360)

(79,939)

Amortization of debenture cost

(2,028)

(1,389)

(2,028)

(1,643)

Payables to venture partners

-

-

(1,674)

(10,182)

Banking expenses

(1,959)

(5,454)

(1,865)

(7,361)

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

245

(2,894)

245

(2,894)

Discount on securitization transaction

-

(3,984)

-

(3,764)

Offered discount and other financial expenses

(8,375)

(6,764)

(22,465)

(12,732)

 

(65,770)

(92,854)

(93,147)

(118,515)

 

104


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

26. Transactions with management and employees

 

(i)    Management compensation

 

The amounts recorded in the account “general and administrative expenses” for the period ended June 30, 2014 and 2013, related to the compensation of the Company’s key management personnel are as follows:

 

 

Management compensation

 

Period ended June 30, 2014

Board of Directors

Statutory Board

Fiscal Council

 

 

 

 

Number of members

8

5

3

Annual fixed compensation (in R$)

892

1,896

90

Salary / Fees

874

1,705

90

Direct and indirect benefits

18

191

-

Monthly compensation (in R$)

149

316

15

Total compensation

892

1,896

90

Profit sharing

-

2,275

-

 

 

 

 

 

Management compensation

 

Period ended June 30, 2013

Board of Directors

Statutory Board

Fiscal Council

 

 

 

 

Number of members

9

6

3

Annual fixed compensation (in R$)

946

2,515

76

Salary / Fees

926

2,340

76

Direct and indirect benefits

20

175

-

Monthly compensation (in R$)

158

419

13

Total compensation

946

2,515

76

Profit sharing

-

4,875

-

         

 

105


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

 

26. Transactions with management and employees --Continued

 

(i)    Management compensation -- Continued

 

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

 

(ii)   Sales

 

In the period ended June 30, 2014, the total sales of units sold in 2014 to the Management is R$1,513 (R$2,405 in 2013) and the total receivables is R$5,962 (R$5,845 as of December 31, 2013).

 

(iii)   Profit sharing

 

In the period ended June 30, 2014, the Company recorded an expense for profit sharing amounting to R$7,142 in the Company’s statement (R$9,799 in 2013) and R$16,425 in the consolidated statement (R$17,427 in 2013) in the heading “General and Administrative Expenses” (Note 24), which is broken down as follows.

 

 Consolidated

6/30/2014

6/30/2013

 

 

 

Gafisa and Tenda’ Statutory Board

4,824

4,875

Other collaborators

11,601

12,552

 

16,425

17,427

 

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

 

27. Insurance

 

For the period ended June 30, 2014, insurance contracts were not subject to significant changes in relation to those disclosed in Note 27 to the financial statements as of December 31,2013.

106


 

 

 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

28. Earning and loss per share

 

The following table shows the calculation of basic and diluted earning and loss per share. In view of the losses for the periods ended June 30, 2014 and 2013, shares with dilutive potential are not considered, because the impact would be antidilutive.

 

 

 

 

 

6/30/2014

6/30/2013

Basic numerator

 

 

Proposed dividends and interest on capital

-

-

Undistributed loss

(40,640)

(69,617)

Undistributed loss, available for the holders of common shares

(40,640)

(69,617)

 

 

 

Basic denominator (in thousands of shares)

 

 

Weighted average number of shares

405,443

429,270

 

 

 

Basic loss per share in Reais

(0.1002)

(0.1622)

Diluted numerator

 

 

Proposed dividends and interest on capital

 

 

Undistributed loss

-

-

Undistributed loss, available for the holders of common shares

(40,640)

(69,617)

 

(40,640)

(69,617)

Diluted denominator (in thousands of shares)

 

 

Weighted average number of shares

405,443

429,270

Stock options

-

-

Diluted weighted average number of shares

405,443

429,270

 

 

 

 

 

 

Diluted loss per share in Reais

(0.1002)

(0.1622)

 

 

 

 

 

 

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

 

107


 
 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

29. Segment information

 

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

 

 

   

Consolidated

 

Gafisa S.A.

Tenda

6/30/2014

Net operating revenue

724,657

282,874

1,007,531

Operating costs

(516,632)

(228,647)

(745,279)

 

 

 

Gross profit

208,025

54,227

262,252

 

 

 

Selling expenses

(47,420)

(26,455)

(73,875)

General and administrative expenses

(63,856)

(43,982)

(107,837)

Depreciation and amortization

(22,517)

(7,482)

(29,999)

Financial expenses

(67,549)

(25,598)

(93,147)

Financial income

55,320

26,841

82,161

Tax expenses

(11,230)

(7,039)

(18,269)

 

 

 

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

14,803

(55,443)

(40,640)

 

 

 

Customers (short and long term)

1,584,093

447,981

2,032,074

Inventories (short and long term)

1,530,175

626,210

2,156,385

Other assets

1,920,152

1,179,792

3,099,944

 

 

 

Total assets

5,034,420

2,253,983

7,288,403

 

 

 

 

Total liabilities

2,970,877

1,179,395

4,150,272

 

   

Consolidated

 

Gafisa S.A.

Tenda

6/30/2013

 

 

 

 

Net operating revenue

741,645

406,769

1,148,414

Operating cost

(529,813)

(396,658)

(926,471)

 

 

 

Gross profit

211,832

10,111

221,943

 

 

 

Selling expenses

(73,879)

(41,748)

(115,627)

General and administrative expenses

(60,478)

(42,126)

(102,604)

Depreciation and amortization

(15,044)

(5,387)

(20,431)

Financial expenses

(105,125)

(13,390)

(118,515)

Financial income

17,466

18,222

35,688

Tax expenses

(6,376)

(7,053)

(13,429)

 

 

 

Loss for the period from continuing operations

(55,210)

(69,865)

(125,075)

 

 

 

 

Loss for the period from discontinued operations

-

-

80,765

 

 

 

Customers (short and long term)

1,648,121

822,856

2,470,977

Inventories (short and long term)

1,298,608

728,115

2,026,723

Other assets

2,294,136

1,700,908

3,995,044

 

 

 

Total assets

5,240,865

3,251,879

8,492,744

 

 

 

 

Total liabilities

4,395,881

1,478,405

5,874,286

108


 

 

 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

29. Segment information --Continued

 

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

 

30. Real estate ventures under construction – information and commitments

 

In order to enhance its notes and in line with items 20 and 21 of ICPC 02, the Company describes below some information on ventures under construction as of June 30, 2014:

 

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

 

Ventures under construction:

 

 

Contracted sales revenue (*)

 

4,243,787

Appropriated sales revenue (A) (**)

 

(2,787,692)

Unappropriated sales revenue (B) (*)

 

1,456,095

 

 

 

Completed ventures (C)

 

966,880

 

 

 

 

Cumulative receipts (D) (**)

 

(1,636,277)

 

 

 

 

 

109


 
 

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Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

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

 

 

Advances from clients

 

 

Appropriated revenue surplus (Note 18) (E)

 

52,641

 

 

 

Total accounts receivable from developments (Note 5)

(-A+C+D+E)

 

2,170,936

 

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

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

 

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

 

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

 

30.2     As of June 30, 2014, the total cost incurred and to be incurred in connection with units sold or in inventory, estimated until the completion of ventures under construction, is as follows:

 

Ventures under construction:

Incurred cost of units in inventory (Note 6)

 

670,993

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

 

905,126

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

 

1,576,119

 

 

 

Estimated cost of units sold (*) (G)

 

2,963,083

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

 

(1,902,474)

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

 

1,060,609

 

 

 

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

 

4,539,202

110


 

 

 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information--Continued
June 30, 2014
(Amounts in thousands of Reais, except as otherwise stated)

 

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

(a) The amount of R$255,047 refers to units of cancelled developments which contracts are not yet cancelled with the respective customers.

 

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

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

 

30.3     As of June 30, 2014, the estimated income to be earned until the completion of ventures under construction in connection with units sold is as follows:

 

Unappropriated sales revenue (B)

 

1,456,095

Unappropriated barter for land

 

156,730

 

 

1,612,825

 

 

 

Unappropriated cost of units sold (I)

 

(1,060,609)

Estimated profit

 

552,216

 

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

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

 

30.4     As of June 30, 2014, the retained profit of ventures under construction in connection with units sold is as follows:

 

Appropriated sales revenue (A) (**)

 

2,787,692

Appropriated barter for land (**)

 

94,802

 

 

2,882,494

 

 

 

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

 

(1,902,474)

Profit (**)

 

980,020

 

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

 

 

111


 

 

 

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

 

Gafisa S.A.

 

Notes to the individual and consolidated quarterly information--Continued

June 30, 2014

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

 

 

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

 

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

 

30.5 The Company shows below a table of the percentage of asset related to the Company’s ventures that are included in the structures of equity segregation of the purchase as of June 30, 2014.

 

 

6/30/2014

 

 

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

7,281,197

Total consolidated assets

7,288,403

Percentage

99.90%

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

 

31. Communication with regulatory bodies

 

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

32. Additional Information

 

Law 12,973/14 of May 13, 2014 made amendments to the IRPJ, CSLL, PIS and COFINS, effective for 2015, allowing taxpayers to adhere to the new rules in 2014 already, on irrevocable basis. This Law which was originated from the provisional measure 627 among other matters, particularly dealt with the harmonization of the tax legislation with the accounting criteria and procedures introduced by Laws 11,638/2007 and 11,941/2009, as well as the extinction of the Transitory Tax Regime (RTT) and new tax rules for companies domiciled in Brazil in relation to profit earned abroad by subsidiary and associates, and amendments to how goodwill is used. The Company opted for not early adopting this Law. However, based on the wording in effect, we estimate that such Law does not produce material accounting effects on the financial information of the Company.

 

33. Subsequent events

 

(i)      9th Debenture Placement

 

On July 22, 2014, the Company approved the 9th private placement  of non-convertible debentures, with general guarantee, in sole series in the amount of R$130,000, fully paid-in on July 28, 2014 with final maturity on July 27, 2018. The proceeds from the placement will be used in the development of select real estate ventures and their general guarantees are represented by the trust receipt of real estate receivables and the real estate mortgage of such ventures. The face value of the Placement will accrue interest corresponding to the cumulative variation of the DI plus a spread equivalent to 1.90%. This placement was subject to an assignment to the securitization company by its debenture holders, which later issued mortgage-backed securities (CRI).

112


 

 

 

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

 

Gafisa S.A.

 

 

Comments on Company’s Business projections

 

 

 

OUTLOOK

 

First half launches totaled R$949.1 million, representing 41.3% of the midpoint of full year guidance. Gafisa segment accounted for 70.5% of launches and Tenda represented the remaining 29.5%.

 

Launches Guidance (2014E)

 

Table 1. Guidance - Launches (2014E)

 

Guidance

(2014E)

Actual Figures

1H14

1H14A / Midpoint of Guidance

Consolidated Launches

R$2.1 – R$2.5 bi

949.1 million

41%

Breakdown by Brand

 

 

 

Gafisa Launches

R$1.5 – R$1.7 bi

413.7 million

42%

Tenda Launches

R$600 – R$800 mn

249.0 million

41%

 

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

 

Table 2. Guidance - Leverage (2014E)

 

Guidance

(2014E)

Actual Figures

1H14

1H14A / Midpoint of Guidance

Consolidated Data

55% - 65% Net Debt / Equity

44.9%

OK

 

The Company is also providing guidance on its administrative structure. Administrative expenses as a percentage of launch volumes for the Gafisa segment are expected to reach 7.5% in 2014. Tenda has no guidance for this indicator for 2014, although for 2015 the Company expects the ratio to reach 7.0%. Please note that this guidance is conditional upon market conditions and overall demand for launches.

 

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

 

Guidance

(2014E)

Actual Figures

1H14

Gafisa

7.5%

11.6%

Tenda

Not Applicable

-

 

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

 

Guidance

(2015E)

Gafisa

7.5%

Tenda

7.0%

 

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

 

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

 

Guidance

(3 years)

Gafisa

14% - 16%

Tenda

14% - 16%

 

 

113


 
 

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

 

Gafisa S.A.

 

Other information deemed relevant by the Company

 

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

 

 

6/30/2014

 

Common shares

Shareholder

 

Shares

%

Treasury shares

30,812,827

7.07

Polo

30,472,246

7.00

FUNCEF – Fundação dos Economiários Federais

23,835,800

5.47

Skagen Global

22,265,026

5.11

Orbis

22,228,676

5.10

Outstanding shares

305,944,626

70.25

Total shares

435,559,201

100.00%

 

6/30/2013

 

Common shares

Shareholder

 

Shares

%

Treasury shares

 

10,599,486

2.44

Polo

30,472,246

7.00

FUNCEF – Fundação dos Economiários Federais

23,835,800

5.48

Goldman Sachs

22,782,693

5.24

Outstanding shares

347,409,310

79.82

Total shares

435,099,535

100.00%

114


 

 

 

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

 

Gafisa S.A.

 

Other information deemed relevant by the Company

 

2.    SHARES HELD BY PARENT COMPANIES, MANAGEMENT AND BOARD

 

6/30/2014

Common shares

Shares

%

Shareholders holding effective control of the Company

98,801,748

22.68

Board of Directors

592,609

0.14

Executive directors

1,327,717

0.30

Fiscal council

20

-

Executive control, board members, officers and fiscal council

100,722,094

23.12

Treasury shares

30,812,827

7.07

Outstanding shares in the market (*)

300,837,621

69.81

Total shares

435,559,201

100.00%

 

 

6/30/2013

Common shares

Shares

%

Shareholders holding effective control of the Company

77,090,739

17.72

Board of Directors

403,313

0.09

Executive directors

1,932,556

0.44

Fiscal council

-

-

Executive control, board members, officers and fiscal council

79,426,608

18.25

Treasury shares

10,599,486

2.44

Outstanding shares in the market (*)

345,073,441

79.31

Total shares

435,099,535

100.00%

 

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

115


 
 

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Gafisa S.A.

 

 

 

Other relevant information

 

3 – COMMITMENT CLAUSE

 

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

 

116


 
 

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Gafisa S.A.

 

 

Report on the review of quarterly information - ITR

 

 

To the Shareholders, Board of Directors and Officers

Gafisa S.A.

São Paulo, SP

 

We have reviewed the accompanying individual and consolidated interim financial information of Gafisa S.A. (“Company”), identified as Company and Consolidated, respectively, contained in the Quarterly Information (ITR) for the quarter ended June 30, 2014, which comprises the balance sheet as at June 30, 2014 and the respective statement of operations and statement of comprehensive income (loss) for the quarter and six-month period then ended, and the statement of changes in equity and statement of cash flows for the six-month period then ended, including explanatory notes.

 

The Company’s management is responsible for the preparation of individual interim financial information in accordance with the Technical Pronouncement of the Brazilian FASB (CPC) 21 – Interim Financial Reporting and the consolidated interim financial information in accordance with CPC 21 (R1) and IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB) which considers the Technical Orientation - OCPC 04 - Application of the Technical Interpretation ICPC 02 to the Brazilian Real Estate Development Entities, edited by the Brazilian FASB (CPC) and approved by the Brazilian Securities Commission (CVM) and the Brazilian Federal Accounting Council (CFC), as well as for the presentation of these information in compliance with the rules issued by the CVM, applicable to the preparation of Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.

 

Scope of review

We conducted our review according to the Brazilian and international review standards of interim financial information (NBC TR 2410 – Review of Interim Financial Information Performed by the Auditor of the Entity, and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of inquiries, mainly of the people responsible for the financial and accounting matters, and the application of analytical and other review procedures. The scope of a review is significantly narrower than that of an audit conducted in accordance with audit standards and, accordingly, it did not permit us to obtain assurance that we took notice of all significant matters that could have been raised in an audit. Therefore, we did not express an audit opinion.

117


 
 

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Gafisa S.A.

 

 

Conclusion from the individual and consolidated interim financial information prepared in accordance with CPC 21 (R1)

Based on our review, we are not aware of any fact that makes us believe that the individual and consolidated interim financial information included in the Quarterly Information referred to above was not prepared, in all material respects, in accordance with CPC 21 (R1) applicable to the preparation of Quarterly Information (ITR), and presented in compliance with the rules issued by the CVM.

 

Conclusion from the consolidated interim information prepared in accordance with IAS 34, which considers the Technical Orientation - OCPC 04 - Application of the Technical Interpretation ICPC 02 to the Brazilian Real Estate Development Entities, edited by the Brazilian FASB (CPC) and approved by the Brazilian Securities Commission (CVM) and the Brazilian Federal Accounting Council (CFC)

Based on our review, we are not aware of any fact that makes us believe that the consolidated interim financial information included in the Quarterly Information referred to above was not prepared, in all material respects, in accordance with IAS 34, which considers the Technical Orientation - OCPC 04 - Application of technical interpretation ICPC02 to the Brazilian Real Estate Development Entities, issued by the Brazilian FASB (CPC) and approved by the Brazilian Securities Commission (CVM) and the Brazilian Federal Accounting Council (CFC) applicable to the preparation of Quarterly Information (ITR), and presented in compliance with the rules issued by the CVM.

 

Emphasis of matter

As described in Note 2, the individual (Company) and consolidated interim financial information was prepared in accordance with accounting practices adopted in Brazil (CPC21 (R1)). The consolidated interim financial information prepared in accordance with the IFRS applicable to the real estate development entities also considers the Technical Orientation OCPC04, edited by the Brazilian FASB (CPC). This Technical Orientation refers to the revenue recognition of this sector and comprises other matters related to the meaning and adoption of the concept of continuous transfer of the risks, benefits and control over real estate unit sales, as further described in Note 2. Our conclusion is not modified in view of this matter.

118


 

 

 

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Gafisa S.A.

 

 

Other matters

 

Statements of value added

We have also reviewed the individual and consolidated statement of value added for the six-month period ended June 30, 2014, prepared under the responsibility of the Company’s management, the presentation of which in the interim financial information is required by the rules of the CVM applicable to Quarterly Information (ITR), and as supplementary information under IFRS, whereby no statement of value added presentation is required. These statements have been subject to the same review procedures previously described and, based on our review, we are not aware of any fact that makes us believe that they were not prepared, in all material respects, according to the individual and consolidated interim financial information taken as a whole.

 

 

 

São Paulo, August 8, 2014

 

 

KPMG Auditores Independentes

CRC 2SP014428/O-6

 

 

 

Giuseppe Masi

Accountant CRC 1SP176273/O-7

 

 

 

 

119


 
 

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Gafisa S.A.

 

 

Reports and statements \ Management statement of interim financial information

 

 

Management statement of interim financial information

 

STATEMENT

 

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

 

i)    Management has reviewed, discussed and agreed with the auditor’s conclusion expressed on the report on review interim financial Information for the period ended June 30, 2014; and

 

ii)   Management has reviewed and agreed with the interim information for the period ended June 30, 2014.

 

Sao Paulo, August 8, 2014

 

GAFISA S.A.

 

Management

 

120


 

 

 

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Gafisa S.A.

 

 

Reports and Statements \

Management statement on the report on review of interim financial information

 

 

Management Statement on the Review Report

 

STATEMENT

 

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

 

i)    Management has reviewed, discussed and agreed with the auditor’s conclusion expressed on the report on review interim financial Information for the period ended June 30, 2014; and

 

ii)   Management has reviewed and agreed with the interim information for the period ended June 30, 2014.

 

Sao Paulo, August 8, 2014

 

GAFISA S.A.

 

Management

 

 

121

 

SIGNATURE

 
 
 
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: August 22, 2014
 
Gafisa S.A.
 
 
By:
/s/ Sandro Gamba

 
Name:   Sandro Gamba
Title:     Chief Executive Officer