gfaitr2q12_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

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

(Commission File No. 001-33356),

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


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



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

Form 20-F ___X___ Form 40-F ______



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


Yes ______ No ___X___

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

Yes ______ No ___X___

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

Yes ______ No ___X___

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


 

 

 

 

 

 

Company data

 

Capital Composition

1

Individual financial statements

 

Balance sheet - Assets

2

Balance sheet – Liabilities

3

Statement of operations

4

Statement of comprehensive income (loss)

5

Statement of cash flows

6

Statements of changes in Equity

 

01/01/2012 to 06/30/2012

7

01/01/2011 to 06/30/2011

8

Statement of value added

9

Consolidated Financial Statements

 

Balance sheet - Assets

10

Balance sheet – Liabilities

11

Statement of operations

12

Statement of comprehensive income (loss)

13

Statement of cash flows

14

Statements of changes in Equity

 

01/01/2012 to 06/30/2012

15

01/01/2011 to 06/30/2011

16

Statement of value added

17

Comments on performance

18

Notes to interim financial information

43

Comments on Company’s Business Projections

110

Other information deemed relevant by the Company

112

Reports and statements

 

Report on review of interim financial information

n/a

Management statement of interim financial information

115

Management statement on the report on review of interim financial information

116

 

 

 

 

 

 

 


 

COMPANY DATA / CAPITAL COMPOSITION

 

 

Number of Shares

 

(in thousands)

CURRENT QUARTER

 

6/30/2012

 

Paid-in Capital

 

Common

432,872

 

Preferred

0

 

Total

432,872

 

Treasury shares

 

Common

600

 

Preferred

0

 

Total

600

 

     

 

 

 

 

 

 

 

 

 

 

1


 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

6/30/2012

PRIOR YEAR

12/31/2012

1

Total Assets

6,593,089

6,665,289

1.01

Current Assets

2,381,754

2,275,354

1.01.01

Cash and cash equivalents

14,618

32,226

1.01.01.01

Cash and banks

14,284

31,116

1.01.01.02

Short-term investments

334

1,110

1.01.02

Short-term investments

129,132

90,962

1.01.02.01

Short-term investments

129,132

90,962

1.01.02.01.02

Short-term investments – held for sale

129,132

90,962

1.01.03

Accounts receivable

1,250,824

1,390,694

1.01.03.01

Trade accounts receivable

1,250,824

1,390,694

1.01.03.01.01

Receivables from clients of developments

1,214,324

1,381,420

1.01.03.01.02

Receivables from clients of construction and services rendered

36,500

9,274

1.01.04

Inventories

693,143

504.489

1.01.04.01

Properties for sale

693,143

504,489

1.01.07

Prepaid expenses expenses

74,848

41,947

1.01.07.01

Prepaid expenses and others

74,848

41,947

1.01.08

Other current assets

219,189

215,036

1.01.08.01

Non current assets for sale

26,462

65,969

1.01.08.01.01

Land available for sale

26,462

65,969

1.01.08.03

Others

192,727

149,067

1.01.08.03.01

Others accounts receivable and others

23,121

26,503

1.01.08.03.02

Derivative financial instruments

9,603

4,418

1.01.08.03.03

Receivables from related parties

160,003

118,146

1.02

Non Current assets

4,211,335

4,389,935

1.02.01

Non current assets

480,665

730,559

1.02.01.03

Accounts receivable

194,452

169,666

1.02.01.03.01

Receivables from clients of developments

194,452

169,666

1.02.01.04

Inventories

109,607

405,958

1.02.01.04.01

Properties for sale

109,607

405,958

1.02.01.09

Others non current assets

176,606

154,935

1.02.01.09.03

Others accounts receivable and others

106,215

95,869

1.02.01.09.04

Receivables from related parties

70,391

59,066

1.02.02

Investments

3,683,699

3,616,333

1.02.02.01

Interest in associates and affiliates

3,512,095

3,433,220

1.02.02.01.02

Interest in subsidiaries

3,203,935

3,134,293

1.02.02.01.04

Other investments

308,160

298,927

1.02.02.02.

Interest in subsidiaries

171,604

183,113

1.02.02.02.01

Interest in subsidiaries - goodwill

171,604

183,113

1.02.03

Property and equipment

13,841

12,074

1.02.03.01

Operation property and equipment

13,841

12,074

1.02.04

Intangible assets

33,130

30,969

1.02.04.01

Intangible assets

33,130

30,969

 

 

 

 

 

2


 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

6/30/2012

PRIOR YEAR 12/31/2011

2

Total Liabilities

6,593,089

6,665,289

2.01

Current liabilities

1,906,949

2,877,234

2.01.01

Social and labor obligations

42,012

26,996

2.01.01.02

Labor obligations

42,012

26,996

2.01.01.02.01

Salaries, payroll charges and profit sharing

42,012

26,996

2.01.02

Suppliers

45,425

54,295

2.01.02.01

Local suppliers

45,425

54,295

2.01.03

Tax obligations

31,760

50,868

2.01.03.01

Federal tax obligations

31,760

50,868

2.01.04

Loans and financing

800,642

2,007,964

2.01.04.01

Loans and financing

511,768

721,788

2.01.04.02

Debentures

288,874

1,286,176

2.01.05

Others obligations

948,243

702,236

2.01.05.01

Payables to related parties

570,713

198,197

2.01.05.02

Others

377,530

504,039

2.01.05.02.04

Obligations for purchase of real estate and advances from customers

158,224

232,792

2.01.05.02.05

Other obligations

77,125

98,773

2.01.05.02.06

Payables to venture partners

110,555

139,907

2.01.05.02.07

Obligations assumed on the assignment of receivables

31,626

32,567

2.01.06

Provisions

38,867

34,875

2.01.06.01

Tax, labor and civel lawsuits

38,867

34,875

2.01.06.01.01

Tax lawsuits

1,536

1,894

2.01.06.01.02

Labor lawsuits

17,267

14,968

2.01.06.01.04

Civel lawsuits

20,064

18,013

2.02

Non current liabilities

2,056,420

1,139,582

2.02.01

Loans and financing

1,543,769

444,705

2.02.01.01

Loans and financing

664,445

444,705

2.02.01.01.01

Loans and financing in local currency

664,445

444,705

2.02.01.02

Debentures

879,324

0

2.02.02

Others obligations

374,161

554,354

2.02.02.02

Others

374,161

554,354

2.02.02.02.03

Obligations for purchase of real estate and advances from customers

47,372

53,467

2.02.02.02.04

Other liabilities

55,218

36,489

2.02.02.02.05

Payables to venture partners

124,628

200,056

2.02.02.02.06

Obligations assumed on the assignment of receivables

146,943

264,342

2.02.03

Deferred taxes

63,814

66,801

2.02.03.01

Deferred income tax and social contribution

63,814

66,801

2.02.04

Provisions

74,676

73,722

2.02.04.01

Tax, labor and civel lawsuits

74,676

73,722

2.03

Equity

2,629,720

2,648,473

2.03.01

Capital

2,734,159

2,734,157

2.03.02

Capital Reserves

29,779

18,066

2.03.02.04

Granted options

100,996

89,283

2.03.02.07

Reserve for expenditures with public offering

(71,217)

(71,217)

2.03.04

Reserves

(1,731)

(1,731)

2.03.04.09

Treasury shares

(1,731)

(1,731)

2.03.05

Accumulated losses

(132,487)

(102,019)

 

3


 

 

INDIVIDUAL STATEMENT OF OPERATIONS (in thousands of Brazilian Reais)

 

CODE

DESCRIPTION

ACTUAL QUARTER

4/1/2012 to 6/30/2012

YEAR TO DATE 1/1/2012 to 6/30/2012

PRIOR YEAR QUARTER

4/1/2011 to 6/30/2011

YEAR TO DATE FROM PREVIOUS YEAR 1/1/2011 to 6/30/2011

3.01

Gross Sales and/or Services

339,774

652,796

306,420

541,332

3.01.01

Real estate development and sales and construction services rendered

359,851

714,897

328,942

586,836

3.01.03

Taxes on sales and services

(20,077)

(62,101)

(22,522)

(45,504)

3.02

Cost of sales and/or services

(265,260)

(508,740)

(296.923)

(509,050)

3.02.01

Cost of real estate development

(265,260)

(508,740)

(296.923)

(509,050)

3.03

Gross profit

74,514

144,056

9,497

32,282

3.04

Operating expenses/income

(28,256)

(84,601)

(37,539)

(90,839)

3.04.01

Selling expenses

(28,115)

(50,473)

(32,219)

(53,567)

3.04.02

General and administrative expenses

(33,068)

(66,059)

(23,933)

(45,231)

3.04.05

Other operating expenses

(6,706)

(20,160)

(30,814)

(55,537)

3.04.05.01

Depreciation and amortization

252

(11,216)

(14,835)

(22,385)

3.04.05.02

Other operating expenses

(6,958)

(8,944)

(15,979)

(33,152)

3.04.06

Equity pick-up

39,633

52,091

49,427

63,496

3.05

Income (loss) before financial results and income taxes

46,258

59,455

(28,042)

(58,557)

3.06

Financial

(51,447)

(92,909)

(23,719)

(41,504)

3.06.01

Financial income

4,941

9,112

9,688

20,829

3.06.02

Financial expenses

(56,388)

(102,021)

(33,407)

(62,333)

3.07

Income before income taxes 

(5,189)

(33,454)

(51,761)

(100,061)

3.08

Income and social contribution taxes

6.235

2,986

19,919

24,927

3.08.01

Current

6,979

0

0

0

3.08.02

Deferred

(744)

2,986

19,919

24,927

3.09

Income (loss) from continuing operation

1,046

(30,468)

(31,842)

(75,134)

3.11

Income (loss) for the period

1,046

(30,468)

(31,842)

(75,134)

3.99

Income (loss) per share (Reais)

 

 

 

 

3.99.01

Basic earnings (loss) per share

 

 

 

 

3.99.01.01

ON

0.00240

(0.07050)

(0,07380)

(0,17420)

3.99.02

Diluted earnings (loss) per share

 

 

 

 

3.99.02.01

ON

0.00240

(0.07050)

(0,07380)

(0,17420)

 

 

 

 

 

 

           

 

 

 

4


 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

4/1/2012 to 6/30/2012

YEAR TO DATE 1/1/2012 to 6/30/2012

PRIOR YEAR QUARTER

4/1/2011 to 6/30/2011

YEAR TO DATE FROM PREVIOUS YEAR 1/1/2011 to 6/30/2011

4.01

Income (loss) for the period

1,046

(30,468)

(31,842)

(75,134)

4.03

Comprehensive income (loss) for the period

1,046

(30,468)

(31,842)

(75,134)

 

 

 

 

 

 

 

 

 

 

 

 

 

5


 

 

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

 

CODE

DESCRIPTION

YEAR TO DATE

6/30/2012

YEAR TO DATE FROM PREVIOUS YEAR

6/30/2011

6.01

Net cash from operating activities

278,879

(240,147)

6.01.01

Cash generated in the operations

(31,223)

(65,094)

6.01.01.01

Loss before income and social contribution taxes

(33,455)

(100,061)

6.01.01.02

Equity pick-up

(52,091)

(63,496)

6.01.01.03

Stock options expenses

11,423

6,310

6.01.01.04

Unrealized interest and finance charges, net

1,361

53,989

6.01.01.05

Derivatives financial instruments

(5,186)

215

6.01.01.06

Depreciation and amortization

11,216

22,385

6.01.01.07

Provision for legal claims

14,935

14,578

6.01.01.08

Provision for profit sharing

12,800

0

6.01.01.09

Warranty provision

1,164

986

6.01.01.10

Write-off of property and equipment, net

1,186

0

6.01.01.11

Allowance for doubtful accounts

5,663

0

6.01.01.12

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

(9,315)

0

6.01.01.13

Provision for penalties due to delay in construction works

(2,433)

0

6.01.01.14

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

11,509

0

6.01.02

Variation in Assets and Liabilities

310,102

(175,053)

6.01.02.01

Trade accounts receivable

109,421

(96,158)

6.01.02.02

Properties for sale

156,519

46,086

6.01.02.03

Other accounts receivable

(6,967)

(358,369)

6.01.02.04

Prepaid expenses

(32,902)

2,054

6.01.02.05

Obligations for purchase of land and adv. from customers

(80,665)

51,277

6.01.02.06

Taxes and contributions

(19,107)

(2,568)

6.01.02.07

Suppliers

(8,871)

7,514

6.01.02.08

Salaries and payable charges

2,222

(6,816)

6.01.02.09

Transactions with related parties

330,660

115,629

6.01.02.10

Other obligations

(4,833)

65,835

6.01.02.11

Assignment of credits receivable, net

(135,375)

463

6.02

Net cash from investing activities

(81,284)

31,350

6.02.01

Purchase of property and equipment and intangible assets

(16,330)

(15.149)

6.02.02

Additional investments in subsidiaries

(26,784)

(25,909)

6.02.03

Redemption of short-term investments

61,293

1,142,929

6.02.04

Short-term investments

(99,463)

(1,070,520)

6.03

Net cash from financing activities

(215,203)

174,587

6.03.01

Capital increase

2

1,591

6.03.02

Loans and financing obtained  

226,599

427,659

6.03.03

Payment of loans and financing

(336,218)

(332,196)

6.03.04

CCI - Assignment of credits receivable

10,519

43,468

6.03.06

Loan transactions with related parties

(11,325)

(10,935)

6.03.07

Payables to venture partners

(104,780)

45,000

6.05

Net decrease of cash and cash equivalents

(17,608)

(34,210)

6.05.01

Cash and cash equivalents at the beginning of the period

32,226

66,092

6.05.02

Cash and cash equivalents at the end of the period

14,618

31,882

 

 

 

 

6


 

 

 

 

INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 01/01/2012 TO 06/30/2012 (in thousands of Brazilian reais)

 

 

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings/

accumulated losses

Others comprehensive income

Total Equity

5.01

Opening balance

2,734,157

16,335

0

(102,019)

0

2,648,473

5.03

Opening adjusted balance

2,734,157

0

0

(102,019)

0

2,648,473

5.04

Capital transactions with shareholders

2

11,713

0

0

0

11,715

5.04.01

Capital increase

2

0

0

0

0

2

5.04.03

Stock options plan

0

11,713

0

0

0

11,713

5.05

Total of comprehensive loss

0

0

0

(30,468)

0

(30,468)

5.05.01

Loss for the period

0

0

0

(30,468)

0

(30,468)

5.07

Closing balance

2,734,159

28,048

0

(132,487)

0

2,629,720

 

 

 

 

 

 

 

 

7


 

 

 

 

INDIVIDUAL STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM 01/01/2011 TO 06/30/2011 (in thousands of Brazilian reais)

 

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings/

accumulated deficit

Others comprehensive income

Total equity

5.01

Opening balance

2,729,198

294,148

547,404

0

0

3,570,750

5.03

Opening Adjusted balance

2,729,198

294,148

547,404

0

0

3,570,750

5.04

Capital transactions with shareholders

1,591

9,414

0

0

0

11,005

5.04.01

Capital increase

1,591

0

0

0

0

1,591

5.04.03

Stock options plan

0

9,414

0

0

0

9,414

5.05

Comprehensive Income

0

0

0

(75,134)

0

(75,134)

5.05.01

Loss for the period

0

0

0

(75,134)

0

(75,134)

5.07

Closing balance

2,730,789

303,562

547,404

(75,134)

0

3,506,621

 

8


 

 

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

 

 

CODE

DESCRIPTION

YEAR TO DATE

6/30/2012

YEAR TO DATE FROM PREVIOUS YEAR

6/30/2011

7.01

Revenues

714,897

586,836

7.01.01

Real estate development, sale and services

720,560

586,836

7.01.04

Allowance for doubtful accounts

(5,663)

0

7.02

Inputs acquired from third parties

(500,897)

(475,484)

7.02.01

Cost of Sales and/or Services

(467,983)

(441,980)

7.02.02

Materials, energy, outsourced labor and other

(32,914)

(33,504)

7.03

Gross added value

214,000

11,352

7.04

Retentions

(11,216)

(22,385)

7.04.01

Depreciation, amortization and depletion

(11,216)

(22,285)

7.05

Net added value produced by the Company

202,784

88,967

7.06

Added value received on transfer

61,203

84,325

7.06.01

Equity accounts

52,091

63,496

7.06.02

Financial income

9,112

20,829

7.07

Total added value to be distributed

263,987

173,292

7.08

Added value distribution

263,987

173,292

7.08.01

Personnel and payroll charges

78,917

80,868

7.08.02

Taxes and contributions

72,759

38,155

7.08.03

Compensation – Interest

142,779

129,403

7.08.04

Compensation – Company capital

(30,468)

(75,134)

7.08.04.03

Retained losses

(30,468)

(75,134)

 

 

 

 

 

 

 

 

 

9


 

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

6/30/2012

PRIOR YEAR

12/31/2011

1

Total Assets

9,170,654

9,506,624

1.01

Current Assets

7,367,359

7,314,358

1.01.01

Cash and cash equivalents

300,654

137.598

1.01.01.01

Cash and banks

216,386

86,628

1.01.01.02

Short-term investments

84,268

50,970

1.01.02

Short-term investments

796,623

846,062

1.01.02.01

Short-term investments

796,623

846,062

1.01.02.01.02

Short-term investments – held for sale

796,623

846,062

1.01.03

Accounts receivable

3,745,488

3,962,574

1.01.03.01

Trade accounts receivable

3,745,488

3,962,574

1.01.03.01.01

Receivables from clients of developments

3,732,140

3,951,170

1.01.03.01.02

Receivables from clients of construction and services rendered

13,348

11,404

1.01.04

Inventories

2,053,171

2,049,084

1.01.04.01

Properties for sale

2,053,171

2,049,084

1.01.07

Prepaid expenses expenses

92,788

73,532

1.01.07.01

Prepaid expenses and others

92,788

73,532

1.01.08

Other current assets

378,635

245,508

1.01.08.01

Non current assets for sale

183,440

93,188

1.01.08.01.01

Land available for sale

183,440

93,188

1.01.08.03

Others

195,195

152,320

1.01.08.03.01

Others accounts receivable and others

84,016

60,378

1.01.08.03.02

Derivative financial instruments

93,490

84,207

1.01.08.03.03

Receivables from related parties

17,689

7,735

1.02

Non Current assets

1,803,295

2,192,266

1.02.01

Non current assets

1,532,509

1,909,989

1.02.01.03

Accounts receivable

922,044

863,874

1.02.01.03.01

Receivables from clients of developments

922,044

863,874

1.02.01.04

Inventories

382,382

798,206

1.02.01.04.01

Properties for sale

382.382

798,206

1.02.01.09

Others non current assets

228,083

247,909

1.02.01.09.03

Others accounts receivable and others

110,924

143,850

1.02.01.09.04

Receivables from related parties

117,159

104,059

1.02.03

Property and equipment

48,789

52,793

1.02.03.01

Operation property and equipment

48,789

52,793

1.02.04

Intangible assets

221,997

229,484

1.02.04.01

Intangible assets

50,393

46,371

1.02.04.02

Goodwill

171,604

183,113

 

 

 

10


 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

6/30/2012

PRIOR YEAR 12/31/2011

2

Total Liabilities

9,170,654

9,506,624

2.01

Current liabilities

3,163,644

4,815,939

2.01.01

Social and labor obligations

94,248

75,002

2.01.01.02

Labor obligations

94,248

75,002

2.01.01.02.01

Salaries, payroll charges and profit sharing

88,702

75,002

2.01.02

Suppliers

174,892

135,720

2.01.02.01

Local suppliers

174,892

135,720

2.01.03

Tax obligations

277,391

250,578

2.01.03.01

Federal tax obligations

277,391

250,578

2.01.04

Loans and financing

1,546,049

3,034,743

2.01.04.01

Loans and financing

944,377

1,135,543

2.01.04.01.01

In Local Currency

944,377

1,135,543

2.01.04.02

Debentures

601,672

1,899,200

2.01.05

Others obligations

1,032,197

1,285,021

2.1.05.01

Paybales to related parties

137,977

97,937

2.01.05.02

Others

894,220

1,187,084

2.01.05.02.02

Minimum mandatory dividends

10,853

11,774

2.01.05.02.04

Obligations for purchase of real estate and advances from customers

451,129

610,555

2.01.05.02.05

Payables to venture partners

158,234

219,796

2.01.05.02.06

Obligations assumed on assignment of receivables

204,270

274,214

2.01.05.02.07

Other obligations

69,734

70,745

2.01.06

Provisions

38,867

34,875

2.01.06.01

Tax, labor and civel lawsuits

38,867

34,875

2.01.06.01.01

Tax lawsuits

1,536

1,894

2.01.06.01.02

Labor lawsuits

17,267

14,968

2.01.06.01.04

Civel lawsuits

20,064

18,013

2.02

Non current liabilities

3,260,865

1,943,591

2.02.01

Loans and financing

2,309,692

721,067

2.02.01.01

Loans and financing

1,130,583

721,067

2.02.01.01.01

Loans and financing in local currency

1,130,583

721,067

2.02.01.02

Debentures

1,179,109

0

2.02.02

Other obligations

715,200

1,004,608

2.02.02.02

Others

715,200

1,004,608

2.02.02.02.03

Obligations for purchase of real estate and advances from customers

114,329

177,135

2.02.02.02.04

Other obligations

133,622

142,857

2.02.02.02.05

Payables to venture partners

171,534

253,390

2.02.02.02.06

Obligations assumed on assignment of receivables

295,715

431,226

2.02.03

Deferred taxes

91,079

83,002

2.02.03.01

Deferred income tax and social contribution

91,079

83,002

2.02.04

Provisions

144,894

134,914

2.02.04.01

Tax, labor and civel lawsuits

144,894

134,914

2.02.04.01.01

Tax lawsuits

13,995

13,958

2.02.04.01.02

Labor lawsuits

30,829

24,792

2.02.04.01.04

Civel lawsuits

100,070

96,164

2.03

Equity

2,746,145

2,747,094

2.03.01

Capital

2,734,159

2,734,157

2.03.02

Capital Reserves

29,779

18,066

2.03.02.04

Granted options

100,996

89,283

2.03.02.07

Reserve for expenditures with public offering

(71,217)

(71,217)

2.03.04

Reserves

(1,731)

(1,731)

2.03.04.09

Treasury shares

(1,731)

(1,731)

2.03.05

Retained earnings/accumulated losses

(132,487)

(102,019)

2.03.09

Non-controlling interest

116,425

98,621

11


 

 

CONSOLIDATED STATEMENT OF OPERATIONS (in thousands of Brazilian Reais)

 

CODE

DESCRIPTION

ACTUAL QUARTER

4/1/2012 to 6/30/2012

YEAR TO DATE 1/1/2012 to 6/30/2012

PRIOR YEAR QUARTER

4/1/2011 to 6/30/2011

YEAR TO DATE FROM PREVIOUS YEAR 1/1/2011 to 6/30/2011

3.01

Gross Sales and/or Services

1,040,537

1,968,370

985,525

1,716,273

3.01.01

Real estate development and sales and construction services rendered

1,109,285

2,113,584

1,053,435

1,837,264

3.01.03

Taxes on sales and services

(68,748)

(145,214)

(67,910)

(120,991)

3.02

Cost of sales and/or services

(761,396)

(1,487,650)

(823,990)

(1,439,578)

3.02.01

Cost of real estate development

(761,396)

(1,487,650)

(823,990)

(1,439.578)

3.03

Gross profit

279,141

480,720

161,535

276,695

3.04

Operating expenses/income

(208,309)

(372,417)

(169,690)

(309,161)

3.04.01

Selling expenses

(78,165)

(136,651)

(77,945)

(137,752)

3.04.02

General and administrative expenses

(93,034)

(172,018)

(60,354)

(116,661)

3.04.05

Other operating expenses

(37,110)

(63,748)

(31,391)

(54,748)

3.04.05.01

Depreciation and amortization

(14,355)

(32,688)

(22,754)

(35,119)

3.04.05.02

Other operating expenses

(22,755)

(31,060)

(8,637)

(19,629)

3.05

Income (loss) before financial results and income taxes

70,832

108,303

(8,155)

(32,466)

3.06

Financial

(55,630)

(97,805)

(28,866)

(59,864)

3.06.01

Financial income

21,721

41,410

21,697

46,361

3.06.02

Financial expenses

(77,351)

(139,215)

(50,563)

(106,225)

3.07

Income before income taxes 

15,202

10,498

(37,021)

(92,330)

3.08

Income and social contribution taxes

(5,795)

(25,933)

14,709

33,567

3.08.01

Current

(4,037)

(17,856)

(12,259)

(21,521)

3.08.02

Deferred

(1,758)

(8,077)

26,968

55,088

3.09

Income (loss) from continuing operation

9,407

(15,435)

(22,312)

(58.763)

3.11

Income (loss) for the period

9,407

(15,435)

(22,312)

(58,763)

3.11.01

Income (loss) attributable to the Company

1,046

(30,468)

(31,843)

(75,134)

3.11.02

Net income attributable to non-controlling interests

8,361

15,033

9,531

16,371

3.99

Income (loss) per share (Reais)

 

 

 

 

3.99.01

Basic earnings (loss) per share

 

 

 

 

3.99.01.01

ON

0,00240

(0,07050)

(0,07380)

(0,17420)

3.99.02

Diluted earnings (loss) per share

 

 

 

 

3.99.02.01

ON

0,00240

(0,07050)

(0,07380)

(0,17420)

 

 

 

 

 

12


 

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

 

 

CODE

DESCRIPTION

ACTUAL QUARTER

4/1/2012 to 6/30/2012

YEAR TO DATE 1/1/2012 to 6/30/2012

PRIOR YEAR QUARTER

4/1/2011 to 6/30/2011

YEAR TO DATE FROM PREVIOUS YEAR 1/1/2011 to 6/30/2011

4.01

Income (loss) for the period

9,407

(15,435)

(22,312)

(58.763)

4.03

Consolidated comprehensive loss for the period

9,407

(15,435)

(22,312)

(58,763)

4.03.01

Income (loss) attributable to Gafisa

1,046

(30,468)

(31,843)

(75,134)

4.03.02

Net income attributable to the noncontrolling interests

8,361

15,033

9,531

16,371

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13


 

 

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

 

CODE

DESCRIPTION

YEAR TO DATE

6/30/2012

YEAR TO DATE FROM PREVIOUS YEAR

6/30/2011

6.01

Net cash from operating activities

172,700

(334,079)

6.01.01

Cash generated in the operations

115,343

51,526

6.01.01.01

Loss before income and social contribution taxes

10,498

(92,330)

6.01.01.02

Stock options expenses

19,783

8,144

6.01.01.03

Unrealized interest and finance charges, net

10,965

64,474

6.01.01.04

Depreciation and amortization

32,688

35,119

6.01.01.05

Write-off of property and equipment, net

4,745

0

6.01.01.06

Provision for legal claims

32,717

20,036

6.01.01.07

Warranty provision

2,284

4,744

6.01.01.08

Provision for profit sharing

29,215

4,483

6.01.01.9

Allowance for doubtful accounts

(13,052)

6,385

6.01.01.10

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

(20,894)

0

6.01.01.11

Provision for penalties due to delay in construction works

4,921

0

6.01.01.12

Derivatives financial instruments

(10,036)

471

6.01.01.14

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

11,509

0

6.01.02

Variation in Assets and Liabilities

57,357

(385,605)

6.01.02.01

Trade accounts receivable

171,968

(397,057)

6.01.02.02

Properties for sale

342.379

(163,867)

6.01.02.03

Other accounts receivable

10,186

(2,111)

6.01.02.04

Transactions with related parties

30.756

(6,758)

6.01.02.05

Prepaid expenses

(19,255)

(8,905)

6.01.02.06

Suppliers

39,173

35,231

6.01.02.07

Obligations for purchase of land and adv. from customers

(222,232)

114,996

6.01.02.08

Taxes and contributions

26,812

33,656

6.01.02.09

Salaries and payable charges

(9,969)

(9,868)

6.01.02.10

Other obligations

(100,092)

(15,870)

6.01.02.11

Income tax and social contribution paid

(17,856)

(22,781)

6.01.02.12

Assignment of credits receivable, net

(194,513)

57,729

6.02

Net cash from investing activities

766

70,797

6.02.01

Purchase of property and equipment and intangible assets

(48.673)

(41,072)

6.02.02

Redemption of short-term investments

370,201

3,586,389

6.02.03

Short-term investments

(320,762)

(3,474,520)

6.03

Net cash from financing activities

(10,410)

337,083

6.03.01

Capital increase

2

1,591

6.03.02

Loans and financing obtained  

504,319

601,455

6.03.03

Payment of loans and financing

(415,354)

(467,040)

6.03.04

CCI - Assignment of credits receivable

45,225

155,889

6.03.05

Proceeds from subscription of redeemable equity interest in securitization fund

11,915

(6,616)

6.03.06

Payables to venture partners

(143,418)

72,464

6.03.07

Loans with related parties

(13,099)

(20,660)

6.05

Net increase of cash and cash equivalents

163,056

73,801

6.05.01

Cash and cash equivalents at the beginning of the period

137,598

256,382

6.05.02

Cash and cash equivalents at the end of the period

300,654

330,183

 

 

 

 

14


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 01/01/2012 TO 06/30/2012 (in thousands of Brazilian reais)

 

 

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings/

accumulated losses

Others comprehensive income

Total shareholders’ equity

Non controlling interest

Total equity

consolidated

5.01

Opening balance

2,734,157

16,335

0

(102,019)

0

2,648,473

98,621

2,747,094

5.03

Opening adjusted balance

2,734,157

16,335

0

(102,019)

0

2,648,473

98,621

2,747,094

5.04

Capital transactions with shareholders

2

11,713

0

0

0

11,715

2,771

14,486

5.04.01

Capital increase

2

0

0

0

 

2

4,184

4,186

5.04.03

Stock options plan

0

11,713

0

0

0

11,713

(936)

10,777

5.04.06

Dividends

0

0

0

0

 

0

(477)

(477)

5.05

Total of comprehensive income (loss)

0

0

0

(30,468)

0

(30,468)

15,033

(15,435)

5.05.01

Income (loss) for the period

0

0

0

(30,468)

0

(30,468)

15,033

(15,435)

5.07

Closing balance

2,734,159

28,048

0

(132,487)

0

2,692,720

116,425

2,746,145

 

 

 

 

 

 

 

 

15


 

CONSOLIDATED  STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM 01/01/2011 TO 06/30/2011 (in thousands of Brazilian reais)

 

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings/

accumulated deficit

Others comprehensive income

Total shareholders’ equity

Non controlling interest

Total equity

consolidated

5.01

Opening balance

2,729,198

294,148

547,404

0

0

3.570.750

61,422

3,632,172

5.03

Opening Adjusted balance

2,729,198

294,148

547,404

0

0

3.570.750

61,422

3,632,172

5.04

Capital transactions with shareholders

1,591

9,414

0

0

0

11,005

55

11,060

5.04.01

Capital increase

1,591

0

0

0

0

1,591

0

1,591

5.04.03

Stock options plan

0

9,414

0

0

0

9,414

55

4,740

5.05

Comprehensive Income (loss)

0

0

0

(75,134)

0

(75,134)

16,371

(58,763)

5.05.01

Income (loss) for the period

0

0

0

(75,134)

0

(75,134)

16.371

(58,763)

5.06

Internal changes in Shareholders’ Equity

0

0

0

0

0

0

1

1

5.06.04

Non controlling interests in subsidiaries SPEs

0

0

0

0

0

0

1

1

5.07

Closing balance

2,730,789

303,561

547,404

(75,134)

0

3,506,621

77,849

3,584,470

 

 

 

 

 

 

16


 

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

 

 

CODE

DESCRIPTION

YEAR TO DATE

6/30/2012

YEAR TO DATE FROM PREVIOUS YEAR

6/30/2011

7.01

Revenues

2,113,584

1,830,879

7.01.01

Real estate development, sale and services

2,100,532

1,837,264

7.01.04

Allowance for doubtful accounts

13,052

(6,385)

7.02

Inputs acquired from third parties

(1,538,547)

(1,438,520)

7.02.01

Cost of sales and/or services

(1,394,486)

(1,344,279)

7.02.02

Materials, energy, outsourced labor and other

(144,061)

(94,241)

7.03

Gross added value

575,037

392,359

7.04

Retentions

(32,688)

(35,119)

7.04.01

Depreciation, amortization and depletion

(32,688)

(35,119)

7.05

Net added value produced by the Company

542,349

357,240

7.06

Added value received on transfer

41,410

46,361

7.06.02

Financial income

41,410

46,361

7.07

Total added value to be distributed

583,759

403,601

7.08

Added value distribution

583.759

403,601

7.08.01

Personnel and payroll charges

179,323

148,042

7.08.02

Taxes and contributions

202,526

129,170

7.08.03

Compensation – Interest

232,378

201,523

7.08.04

Compensation – Company capital

(30,468)

(75,134)

7.08.04.03

Retained losses

(30,468)

(75,134)

 

17


 


 

 

GAFISA  GROUP  REPORTS  RESULTS  FOR 2Q12

--- Gafisa Group units deliveries increased 38% y-o-y to 6,032 in 2Q12 and ---

--- First half unit deliveries reached 51% of the mid-range of the full year guidance ---

--- Consolidated free cash generation was positive at R$231 million in 2Q12 ---

--- Operational consolidated cash flow reached R$361 million in 1S12, or ---

--- 60% of the mid range of full guidance which is R$500-R$700 million --

--- Launches reached R$546.5 million, with sales of R$630.3 million in 2Q12 ---

--- Consolidated sales velocity in the 2Q12 was 16.1%, or 20.1% ex-Tenda ---

 

IR Contact Info

Luciana Doria Wilson

Diego Santos Rosas

Stella Hae Young Hong

Email: ri@gafisa.com.br

 

IR Website:

www.gafisa.com.br/ir

 

2Q12 Earnings Results Conference Call

August 10, 2012

 

> 12pm US EST

In English (simultaneous translation from Portuguese)

+ 1-516-300-1066 US EST

Code: Gafisa

 

> 1pm Brasilia Time

In Portuguese

Phones:

+55-11-3127-4971 (Brazil)

Code: Gafisa

 

Replay:

+55-11-3127-4999 (EUA)

Code: 38738767

+55-11-3127-4999 (Brazil)

Code: 67871310

Webcast: www.gafisa.com.br/ir  

Shares

GFSA3– Bovespa

GFA – NYSE

Total Outstanding Shares:

432,137,7391

Average daily trading volume (90 days2): R$58.9 million

1)      Including 599,486 treasury shares

2)      Up to June 30, 2012

 

FOR IMMEDIATE RELEASE - São Paulo, August 9, 2012 Gafisa S.A. (Bovespa: GFSA3; NYSE: GFA), Brazil’s leading diversified national homebuilder, today reported financial results for the second quarter ended June 30, 2012.

Duilio Calciolari, Chief Executive Officer, said: “Our 2Q12 results demonstrate that our turnaround plan is on track and achieving operating improvements. We remain focused on driving cash flow generation, as well as improving operating and capital efficiencies. As to the R$1.01 billion launched in the 1H12, Gafisa continues to witness demand for the middle and middle to high income products, represented by the Gafisa and AlphaVille brands, which sold over R$1.11 billion during the period, with a consolidated sales velocity of launches of 52%. The Tenda business posted good sales speed of cancellations and inventory, improved the quality of receivables and contributed to consolidated positive operating cash flow for the quarter. During the first half, the transfer of Tenda units to financial institutions was in line with guidance.”

 

CONSOLIDATED FINANCIAL RESULTS

Net revenue recognized by the “PoC” method was R$1 billion in the second quarter, which is in line with the year-ago result and up 12% on a sequential basis.

Gross profit was R$279 million compared to R$201 million in the 1Q12 and R$161 million in the 2Q11. Gross margin increased to 27% in 2Q12, from 22% in the first quarter and 16% in 2Q11.

EBITDA was R$149 million, compared to R$105 million in the 1Q12 and R$77 million in the 2Q11. EBITDA for Gafisa and AlphaVille totaled R$90 million and R$51 million, respectively. During the second quarter, Tenda’s EBITDA was R$8 million. During the first half, the EBITDA margin reached 13% or 19% ex-Tenda, as compared to 6% and 13%, respectively, in the first half of 2011.

Second quarter net income was R$1 million compared with a net loss of R$32 million in both the 1Q12 and, 2Q11 result.

At June 30, 2012, the Company had approximately R$1.1 billion in cash and cash equivalents compared to R$947 million at the end of 1Q12. The net debt to equity ratio decreased to 112% in the second quarter of 2012, from 122% in the 1Q12.

Excluding project finance, the net debt/equity ratio was 34% as compared to 46% in the previous period.

CONSOLIDATED OPERATING RESULTS

Project launches totaled R$546.5 million in 2Q12, an 18% increase compared to 1Q12. Y-o-Y launches decreased 60% due to the implementation of the turnaround strategy announced at the end of 2011. The result represents 34% of the mid-range of full-year launch guidance of R$2.7 to R$3.3 billion and is in keeping with seasonally lower launches in the first half.

Consolidated pre-sales totaled R$630.3 million in the second quarter, a 54% increase over the first quarter, and a 45% decrease over 2Q11. Sales from launches represented 47% of the total, while sales from inventory comprised the remaining 53%.

The consolidated sales speed of launches reached 43.6% in 2Q12 and 52% in 1H12. Consolidated sales over supply reached 16.1%, compared to 25.2% in 2Q11, reflecting fewer launches to pursue corrective action in the Tenda business. Excluding the Tenda brand, second-quarter sales over supply was 20.1%, compared to 16.1% in 1Q12 and 28.2% in 2Q11.

Consolidated inventory at market value decreased by R$222 million to R$3.3 billion from the first quarter.

The Group delivered 12,197 units in the 1H12, representing a 64% Y-o-Y increase.

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

 

 

19


 

 

INDEX

Recent Events

04

Gafisa Group Key Numbers

05

Consolidated Numbers for the Gafisa Group

06

Gafisa Segment

07

AlphaVille Segment

10

Tenda Segment

12

Income Statement

15

Revenues

15

Gross Profit

16

Selling, General and Administrative Expenses

16

EBITDA 

17

Net Income 

17

Backlog of Revenues and Results

17

Balance Sheet

18

Cash and Cash Equivalents

18

Accounts Receivable

18

Inventory

18

Liquidity

19

Covenant Ratios

19

Outlook

20

Group Gafisa Consolidated Income Statement

21

Group Gafisa Consolidated Balance Sheet

22

Cash Flow

23

Glossary

24

 

 

 

20


 

 

RECENT EVENTS   

 Consolidated Free Cash Generation Was Positive at R$231 Million In in 2Q12

Chart 1. Cash Generation (Cash burn) (3Q10 – 2Q12)

 

Gafisa ended the second quarter with R$1.1 billion in cash, a 16% increase over the R$947 million balance at the end of the first quarter. Across the Group, first-half unit deliveries were consistent with our full-year target and we are also on track to achieve our operating cash flow full year guidance of R$500-R$700 million. Consolidated free cash generation was positive at R$231 million in 2Q12. Operational consolidated cash flow reached R$361 million in 1H12, 60% of the mid range of full year guidance.

 

 

Updated Status of AlphaVille Acquisition

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

Updated Status of the Results by Brand

Gafisa has been implementing the strategic plan set in 2011, by focusing squarely on obtaining and maintaining operational consistency

Gafisa: (1) Gafisa was able to launch 45% of the mid-range of 2012 guidance of R$1.5 billion for the segment. (2) New Market projects, where Gafisa had lower margins are being delivered and should be substancially completed throughout the year. (3) Sales performance related to inventory has improved. (4) Gafisa has been contributing to the generation of operating cashflow.

Tenda: (1) Conditions have improved over the past 90 days, as compared to late last year and early this year, with healthy sales speed, better execution and improved quality in the portfolio of receivables. (2) In the first half, Tenda transferred 6,422 units to financial institutions reflecting 54% of the mid-range of guidance provided for the full year of 10,000–14,000 customers. (3) Tenda is contributing to the consolidated positive operating cash flow posted.

AlphaVille: (1) Continues to launch developments with good demand - two projects (AlphaVille Mossoró and Terras AlphaVille Anápolis) were launched in June with sales of 55% in the final month of the quarter. (2) The results underscore the growing share of AlphaVille in the product mix. The brand accounted for 33% share of 1H12 consolidated launches, up from a 18% a year ago.

Units Delivery Consistent with Full Year Guidance

Chart 2. Delivered units (2007 – 2Q12)

 

In the second quarter of 2012, the Company was able to achieve operational consistency in unit deliveries. Gafisa delivered 34 projects encompassing 6,032 units, a 38% increase on the 4,359 delivered during 2Q11. In the first half, the Gafisa Group achieved unit deliveries of 12,197 units representing a 64% Y-o-Y increase. See the accompanying chart for detailed information.

 

 

21


 

 

KEY NUMBERS FOR THE GAFISA GROUP 

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

2Q12

1Q12

Q-o-Q(%)

2Q11

Y-o-Y(%)

1H12

1H11

Y-o-Y(%)

Launches (%Gafisa)

546,519

463,740

18%

1,380,270

-60%

1,010,259

1,892,875

-47%

Launches (100%)

579,856

568,046

2%

1,482,487

-61%

1,147,902

2,076,701

-45%

Launches, units (%Gafisa)

1,182

1,283

-8%

6,083

-81%

2,465

8,337

-70%

Launches, units (100%)

1,426

1,667

-14%

6,909

-79%

3,093

9,645

-68%

Contracted sales (%Gafisa)

630,295

408,237

54%

1,147,002

-45%

1,038,532

1,969,222

-47%

Contracted sales (100%)

729,452

507,213

44%

1,274,977

-43%

1,236,665

2,210,699

-44%

Contracted sales, units (% Gafisa)

1,629

501

225%

4,219

-61%

2,130

7,580

-72%

Contracted sales, units (100%)

2,055

899

129%

4,907

-58%

2,954

8852

-67%

Contracted sales from Launches (%co)

299,084

222,944

34%

686,518

-56%

605,479

879,849

-31%

Sales over Supply (SoS) %

16%

10%

567 bps

25%

-914 bps

24%

37%

-1270 bps

Completed Projects (%Gafisa)

1,195,783

1,106,806

8%

681,957

75%

2,267,545

1,206,899

88%

Completed Projects, units (%Gafisa)

6,032

6,165

-2%

4,359

38%

12,197

7,419

64%

 

 

 

 

 

 

 

 

 

Consolidated Land bank (R$) 

15.398.446

16.759.355

-8%

18.412.077

-16%

15.398.446

18.412.077

-16%

Potential Units

63.146

83.124

-24%

88.418

-29%

63.146

88.418

-29%

Number of Projects / Phases

121

154

-21%

182

-34%

121

182

-34%

 

 

 

 

 

 

 

 

 

Net revenues

1,040,53779

927,833

12%

985,525

6%

1,968,370

1,716,273

15%

Gross profit

279,141

201,579

38%

161,535

73%

480,720

276,695

74%

Gross margin

27%

21,70%

513bps

16,4%

1044bps

24%

16%

830bps

Adjusted Gross Margin ¹

32%

27%

18%

22%

45%

29%

22%

32%

Adjusted EBITDA ²

148,751

105,187

41%

77,496

92%

253,937

106,097

139%

Adjusted EBITDA margin ²

14%

11%

300bps

8%

643bps

13%

6%

672bps

Adjusted EBITDA margin ² (ex-Tenda)

19%

20%

-140 bps

12%

671 bps

19%

13%

642 bps

Adjusted Net (loss) profit ²

22,678

(18,330)

nm

(17,530)

nm

4,348

(50,619)

nm

Adjusted Net margin ²

2,2%

-3,40%

nm

nm

nm

0,2%

-2,9%

nm

Net (loss) profit

1,046

(31,515)

nm

(31,843)

nm

(30,468)

(75,134)

nm

EPS (loss) (R$)

0,0024

(0,0729)

nm

(0,0738)

nm

(0,0705)

(0,1741)

nm

Number of shares ('000 final)

432,272

432,099

0%

431,538

0%

432,272

431,538

0%

 

 

 

 

 

 

 

 

 

Revenues to be recognized

4,124,151

4,238,385

-3%

4,276,647

-4%

4,124,151

4,276,647

-4%

Results to be recognized ³

1,476,003

1,514,940

-3%

1,559,713

-5%

1,476,003

1,559,713

-5%

REF margin ³

36%

36%

9bps

36%

-68bps

36%

36%

-68bps

 

 

 

 

 

 

 

 

 

Net debt and investor obligations

3,088,233

3,321,491

-7%

2,890,008

7%

3,088,232

2,890,008

7%

Cash and cash equivalent

1,097,277

947,138

16%

1,163,080

-6%

1,097,277

1,163,080

-6%

Equity

2,629,720

2,623,137

0%

3,506,620

-25%

2,629,720

3,506,620

-25%

Equity + Minority shareholders

2,746,145

2,728,495

1%

3,584,470

-23%

2,746,145

3,584,470

-23%

Total assets

9.170.654

9.367.678

-2%

9.772.460

-6%

9.170.654

9.772.460

-6%

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

112%

122%

-954bps

81%

3183bps

112%

81%

3183bps

Note: Unaudited Financial Operational data

1) Adjusted for capitalized interest

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

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

4) Note: during 1Q12, Tenda land bank was readjusted to focus on core regions, 2Q12 all remaining non-strategic land bank were excluded

Nm = not meaningful

22


 

 

CONSOLIDATED DATA FOR THE GAFISA GROUP   

 

Consolidated Launches

Second quarter 2012 launches totaled R$546.5 million, an 18% increase over 1Q12. Y-o-Y launches decreased 60% due to the implementation of the turnaround strategy announced at the end of 2011. The result represents 34% of the mid-range of full-year launch guidance of R$2.7 to R$3.3 billion and is in keeping with seasonally lower launches in the first half. 11 projects/phases were launched across 5 states in 1H12, with Gafisa accounting for 67% of launches and AlphaVille the remaining 33%.

 

Table 2. Consolidated Launches (R$ million)

Launches

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Gafisa Segment

465,900

214,690

117%

935,259

-50%

680,590

1,163,562

-42%

AlphaVille Segment

80,619

249,050

-68%

95,567

-16%

329,669

277,482

19%

Tenda Segment

-

-

0%

349,443

nm

-

451,832

nm

Total

546,519

463,740

18%

1,380,270

-60%

1,010,259

1,892,875

-47%

 

 

Consolidated Pre-Sales

Second-quarter 2012 consolidated pre-sales totaled R$630.3 million, a 54% sequential increase, and a 45% decrease over 2Q11. Sales from launches represented 47% of the total, while sales from inventory comprised the remaining 53%.

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

         

 

 

 

Pre-sales

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Gafisa Segment

456,383

316,702

44%

778,300

-41%

773,085

1,201,812

-36%

AlphaVille Segment

158,184

181,978

-13%

145,013

9%

340,161

315,932

8%

Tenda Segment

15,728

(90,443)

nm

223,689

nm

(74,715)

451,478

nm

Total

630,295

408,237

54%

1,147,002

-45%

1,038,532

1,969,222

-47%

                                 

 

Consolidated Sales over Supply (SoS)

Consolidated sales over supply reached 16.1%, compared to 25.2% in 2Q11, reflecting fewer launches to pursue corrective action at the Tenda business. Excluding the Tenda brand, second-quarter sales over supply was 20.1%, compared to 16.1% in 1Q12 and 28.2% in 2Q11. The consolidated sales speed of launches reached 43.6%.

 

Table 4. Gafisa Group Sales over Supply (SoS)

Launches

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Gafisa (A)

19.6%

13.9%

41%

28.6%

-32%

29.2%

38.2%

-24%

AlphaVille (B)

21.6%

22.2%

-3%

25.9%

-17%

37.3%

43.3%

-14%

Total (A) + (B)

20.1%

16.1%

24%

28.2%

-29%

31.3%

39.2% 

-20% 

Tenda (C)

1.8%

-11.0%

nm

17.6%

nm

-9.8%

30.2%

nm

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

16.1%

10.4%

54%

25.2%

-36%

24.0%

36.7%

-35%

Notes: nm = not meaningful

Results by Brand

Table 5. Main Operational & Financial Numbers - Contribution by Brand – 1H12

 

Gafisa (A)

AlphaVille (B)

Total (A) + (B)

Tenda (C)

Total (A) + (B) + C)

Deliveries (PSV R$mn)

1,283,597

309,906

1,593,503

709,087

2,302,590

Deliveries (% contribution)

56%

13%

69%

31%

100%

Deliveries (units)

4,026

1,637

5,663

6,534

12,197

Launches (R$mn)

680,590

329,669

1,010,259

0

1,010,259

Launches (% contribution)

67%

33%

100%

0%

100%

Launches (units)

1,065

1,400

2,465

0

2,465

Pre-sales

773,085

340,161

1,113,247

(74,715)

1,038,532

Pre-Sales (% contribution)

74%

33%

107%

-7%

100%

Revenues (R$mn)

1,080,728

291,246

1,371,974

596,396

1,968,370

Revenues (% contribution)

55%

15%

70%

30%

100%

Gross Profit (R$mn)

238.344

159.231

397.574

83.146

480.720

Gross Margin (%)

22%

55%

29%

14%

24%

EBITDA (R$mn)

171,667

91,396

263,063

(9,125)

253,935

EBITDA Margin (%)

16%

31%

19%

-2%

13%

EBITDA (% contribution)

68%

36%

104%

-4%

100%

23


 

GAFISA SEGMENT 

  

Focuses on residential developments within the upper, upper-middle, and middle-income segments, with unit prices exceeding R$250,000, located in 50 cities across 19 states.

 

Gafisa Segment Launches

 

Second-quarter launches reached R$465.9 million and included 5 projects/phases concentrated in São Paulo, 117% higher than the R$214.7 million experienced in the first quarter.

 

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

%Gafisa - R$000

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Gafisa

São Paulo

465,900

214,690

117%

865,309

-46%

680,590

1,023,088

-33%

 

Rio de Janeiro

0

0

0%

55,243

nm

0

125,766

nm

 

Other

0

0

0%

14,708

nm

0

14,708

nm

 

Total

465,900

214,690

117%

935,259

-50%

680,590

1,163,561

-42%

 

Units

655

410

60%

2,589

-75%

1,065

3,344

-68%

 

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

%Gafisa - R$000

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Gafisa

≤R$500K

34,211

62,099

-45%

729,837

-95%

96,310

845,196

-89%

 

>R$500K

431,689

152,591

183%

205,422

110%

584,280

318,365

84%

 

Total

465,900

214,690

117%

935,259

-50%

680,590

1,163,561

-42%

 

Gafisa Segment Pre-Sales

 

Second quarter pre-sales totaled R$456.4 million, a 44% increase over 1Q12. Units launched during the same year represented 48% of total sales, while sales from inventory accounted for the remaining 52%. In 2Q12, sales velocity (sales over supply) was 19.6%, compared to 13.9% in 1Q12, and 19.7% in 2Q11. The sales velocity of Gafisa launches was 41.8%.

 

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

%co - R$000

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Gafisa

São Paulo

387,970

243,782

59%

602,992

-36%

631,752

931,512

-32%

 

Rio de Janeiro

60,484

54,431

11%

103,748

-42%

114,916

162,691

-29%

 

Other

7,929

18,489

-57%

71,560

-89%

26,418

107,609

-75%

 

Total

456,383

316,702

44%

778,300

-41%

773,085

1,201,812

-36%

 

Units

848

647

31%

1,946

-56%

1,495

2,856

-48%

 

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

%co - R$000

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Gafisa

≤ R$500K

179,789

146,342

23%

561,175

-68%

326,131

748,601

-56%

 

> R$500K

276,594

170,360

62%

217,125

27%

446,955

453,212

-1%

 

Total

456,383

316,702

44%

778,300

-41%

773,085

1,201,813

-36%

 

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

%co - R$000

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Gafisa

≤ R$500K

458

476

-4%

1,700

-73%

934

2,308

-60%

 

> R$500K

390

171

129%

246

58%

561

548

2%

 

Total

848

647

31%

1,946

-56%

1,495

2,856

-48%

 

 

24


 

 

Gafisa Segment Delivered Projects

During the first half of 2012, Gafisa delivered 23 projects/phases and 4.026 units. The tables below list the products delivered in 1H12:

Table 11. Delivered Projects Gafisa Segment (1H12)

 

 

 

 

 

Company

Project

Delivery

Launch

Local

% co

Units

PSV R$000

Gafisa

VNSJ Metropolitan

Jan-12

2009

São José - SP

100%

96

30,028

Gafisa

VNSJ Vitoria e Lafayette

Jan-12

2008

São José - SP

100%

192

57,518

Gafisa

Mansão Imperial F2

Jan-12

2010

São Bernardo do Campo - SP

100%

100

62,655

Gafisa

Reserva das Laranjeiras

Jan-12

2008

Rio de Janeiro - RJ

100%

108

61,818

Gafisa

Alegria F2 A

Feb-12

2010

Guarulhos - SP

100%

139

43,750

Gafisa

Paulista Corporate

Feb-12

2009

São Paulo - SP

100%

168

72,213

Gafisa

Neogarden

Feb-12

2008

Curitiba - PR

100%

144

40,427

Gafisa

Reserva Santa Cecília

Feb-12

2007

Volta Redonda - RJ

100%

122

23,835

Gafisa

JTR - Comercial

Feb-12

2007

Maceió - AL

50%

193

11,911

Gafisa

Parc Paradiso

Feb-12

2007

Belém - PA

90%

432

58,754

Gafisa

Supremo Ipiranga

Mar-12

2009

São Paulo - SP

100%

104

54,860

Gafisa

GPARK Árvores

Mar-12

2007

São Luis - MA

50%

240

29,978

Gafisa

Parque Barueri Fase 1

Mar-12

2008

Barueri - SP

100%

677

151,968

Total

 1Q12

 

 

 

 

2,715

699,715

Gafisa

Mosaico (Fradique Coutinho)

Apr-12

2010

São Paulo - SP

100%

62

42,947

Gafisa

Montblanc

May-12

2008

São Paulo - SP

80%

112

106,353

Gafisa

Laguna di Mare

May-12

2008

Rio de Janeiro - RJ

100%

192

71,889

Gafisa

Carpe Diem Belém

May-12

2008

Belém - PA

80%

90

37,094

Gafisa

Orbit

May-12

2008

Curitiba - PR

100%

185

31,532

Gafisa

Vistta Santana

Jun-12

2009

São Paulo - SP

100%

168

117,598

Gafisa

Vision Brooklin

Jun-12

2009

São Paulo - SP

100%

266

116,666

Gafisa

Riservato

Jun-12

2010

Rio de Janeiro - RJ

100%

42

27,310

Gafisa

Nouvelle

Jun-12

2008

Aracajú - SE

100%

12

27,129

Gafisa

Alta Vistta F2

Jun-12

2010

Maceio - AL

50%

182

5,364

Total

2Q12

 

 

 

 

1,311

583,882

Total

1H12

 

 

 

 

4,026

1,283,597

 

 

Projects launched Gafisa Segment

The following table displays Gafisa Segment projects launched during 1H12:

Table 12. Projects Launched during Gafisa Segment (1H12)

Projects

Launch Date

Local

% co

Units
(%co)

PSV
(%co)

% sales
30/06/12

Sales
31/06/12

1Q12

 

 

 

 

 

 

 

Duquesa - Lorian Qd2B

March

Osasco - SP

100%

130

152,591

35%

53,584

Maraville (Ana Maria Lote A)

March

Jundiaí - SP

100%

280

62,099

61%

37,860

Total 1Q12

 

 

 

410

214,690

43%

91,444

2Q12

 

 

 

 

 

 

 

Like Brooklin

May

São Paulo - SP

100%

146

98,479

49%

47,909

ECLAT

May

São Paulo - SP

100%

49

134,966

34%

45,267

Energy

Jun

São Paulo - SP

100%

156

78,080

44%

34,128

Coloratto

Jun

São Caetano do Sul - SP

100%

192

120,165

43%

51,275

Mistral

Jun

São Paulo - SP

100%

112

34,211

47%

16,043

Total 2Q12

 

 

 

655

465,900

42%

194,622

Total 1H12

 

 

 

1,065

680,590

42%

286,066

                 

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

 

Table 13. Land Bank Gafisa Segment – as of 2Q12

 

PSV - R$million
(%Gafisa)

%Swap
Total

%Swap
Units

%Swap
Financial

Potential units
(%co)

Potential units
(100%)

São Paulo

3,634,675

33%

32%

1%

7,981

9,121

Rio de Janeiro

1,267,447

43%

43%

0%

2,059

2,069

Total

4,902,122

36%

35%

1%

10,039

11,189

 

 

25


 

 

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

(R$'000) Consolidated

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Net profit

(12,223)

(22,411)

-45%

(66,022)

-81%

(34,633)

(110,086)

-69%

(+) Financial result

52,869

34,444

53%

33,370

58%

87,314

59,405

47%

(+) Income taxes

(397)

13,370

-103%

(13,244)

-97%

12,972

(14,767)

-188%

(+) Depreciation and Amort.

9,872

15,264

-35%

16,631

-41%

25,136

25,011

0%

(+) Capitalized interest

33,784

35,052

-4%

49,979

-32%

68,836

82,385

-16%

(+) Stock option plan expenses

5,389

6,034

-11%

3,774

43%

11,423

6,310

81%

(+) Minority shareholders

597

22

2614%

273

119%

620

373

66%

Adjusted EBITDA

89,891

81,775

10%

24,761

263%

171,668

48,631

253%

Net revenues

593,149

487,579

22%

519,629

14%

1,080,728

902,720

20%

Adjusted EBITDA margin

15%

17%

-185 bps

5%

1039 bps

16%

5%

1050 bps

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

 

26


 

 

ALPHAVILLE SEGMENT 

  

Focuses on the sale of residential lots, with unit prices between R$100,000 and R$500,000, and is present in 68 cities across 23 states and in the Federal District

 

AlphaVille Segment Launches

 

The operations of the AlphaVille is consistent with our plan. Second-quarter launches totaled R$80.6 million, a  reduction of 68% from 1Q12 and 16% decrease from 2Q11, and included 2 projects/phases across 2 states. The brand accounted for a 33% share of 1H12 consolidated launches, up from 18% a year ago, underscoring the increasing share of AlphaVille in the product mix. 

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

%co - R$000

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

  AlphaVille

 

80,619

249,050

-68%

95,567

-16%

329,669

344,617

-4%

 

Total

80,619

249,050

-68%

95,567

-16%

329,669

344,617

-4%

 

Units

527

873

-40%

702

-25%

1,400

1,575

-11%

 

 

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

%co - R$000

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

AlphaVille

≤ R$200K;

80,619

-

nm

-

nm

80,619

62,260

29%

 

> R$200K; ≤ R$500K

-

249,050

nm

95,567

nm

249,050

215,221

16%

 

> R$500K

-

-

nm

-

nm

-

67,136

nm

 

Total

80,619

249,050

-68%

95,567

-16%

329,669

344,617

-4%

 

AlphaVille Pre-Sales

 

Second-quarter pre-sales reached R$158.2 million, a 6% decrease from the first quarter of 2012 and 5% decrease Y-o-Y. During 1H12, the residential lots segment’s share of consolidated pre-sales increased to 34% from 16% in 1H11. In 2Q12, sales velocity (sales over supply) was 21.6% compared to 22.2% in 1Q12. Second-quarter sales velocity from launches was 72%. Sales from launches represented 51% of total sales, while the remaining 49% came from inventory.

 

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

%co - R$000

 

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

 AlphaVille

 

158,184

181,978

-13%

145,013

9%

340,162

315,932

8%

 

Total

158,184

181,978

-13%

145,013

9%

340,162

315,932

8%

 

Units

717

761

-6%

751

-5%

1.478

1.647

-10%

 

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

%AlphaVille R$000

 

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

AlphaVille

≤ R$200K;

96,070

6,155

1461%

-

0%

102,225

92,290

11%

 

> R$200K; ≤ R$500K

43,628

186,379

-77%

141,969

-69%

230,007

220,591

4%

 

> R$500K

18,486

-10,556

-275%

3,044

507%

7,930

3,044

161%

 

Total

158,184

181,978

-13%

145,013

9%

340,162

315,932

8%

                       

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

%AlphaVille R$000

 

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%

1H12

1H11

Y-o-Y (%)

AlphaVille

≤ R$200K;

605

47

1188%

-

0%

652

570

14%

 

> R$200K; ≤ R$500K

100

737

-86%

750

-87%

837

752

11%

 

> R$500K

1

-23

nm

1

489%

-11

2

nm

 

Total

717

761

-6%

751

-5%

1.478

1.647

-10%

                     

 

 

27


 

AlphaVille Segment Delivered Projects

During 1H12, AlphaVille delivered 6 projects/phases and 1,637 units. The tables below list the products delivered in 1H12:

 

Table 20. Delivered projects (1H12) - AlphaVille Segment

Company

Project

Delivery

Launch

Local

% co

Units

PSV R$000

AlphaVille

Terras Alpha PetrolinaI

jan/12

Dec-10

Petrolina/PE

75%

366

47,424

AlphaVille

Terras Alpha PetrolinaII

jan/12

Sep-11

Petrolina/PE

76%

286

41,499

AlphaVille

Terras Alpha FozdoIguaçu2

mar/12

Dec-10

Foz do Iguaçu/PR

74%

342

33,069

Total1Q12

 

 

 

 

 

994

121,993

 

AlphaVille

AlphaVille Granja Viana

jun/12

jun/09

Cotia/SP

33%

110

36,264

AlphaVille

AlphaVille Ribeirão Preto F1

jun/12

mar/10

Ribeirão Preto/SP

60%

352

97,269

AlphaVille

AlphaVille Ribeirão Preto F2

jun/12

jun/10

Ribeirão Preto/SP

60%

182

54,381

Total2Q12

 

 

 

 

 

643

187,913

Total1H12

 

 

 

 

 

1,637

309,906

 

 

Table 21. Projects Launched (1H12) - AlphaVille Segment

Project

Date

Local

% co

Units(%co)

PSV (%co)

Sales

AlphaVille Juiz de Fora

Feb

Juiz de Fora - MG

65%

364

114,916

56%

64,635

AlphaVille Sergipe

Mar

Sergipe - SE

74%

509

134,134

95%

127,371

Alplaville Total 1Q12

     

873

249,050

77%

192,006

AlphaVille Mossoró F2

Jun

Mossoró - RN

52%

88

10,458

5%

519

Terras AlphaVille Anápolis

Jun

Anápolis - GO

73%

439

70,161

62%

43,435

Alplaville Total 2Q12

 

 

 

527

80,619

55%

43,955

Alplaville Total 1H12

 

 

 

1,400

329,669

72%

235,961

1 Note: Sales year to date.

 

Table 22. Land Bank AlphaVille Segment as of 2Q12

 

PSV - R$million
(%co )

%Swap
Total

%Swap
Units

%Swap
Financial

Potential units
(%co)

Potential units
(100%)

Total

8,348,740

99,2%

0%

99,2%

34,575

62,800

 

 

Table 23. Adjusted EBITDA AlphaVille Segment

(R$'000) Consolidated

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Net profit

25,681

21,626

19%

37,033

-31%

47,307

63,992

-26%

(+) Financial result

5,117

8,200

-38%

3,702

38%

13,317

10,908

22%

(+) Income taxes

3,200

1,737

84%

2,886

11%

4,937

5,714

-14%

(+) Depreciation and Amortization

527

542

-3%

461

14%

1,069

749

43%

(+) Capitalized interest

1,063

1,155

-8%

2,013

-47%

2,218

3,597

-38%

(+) Stock option plan expenses

7,736

334

2216%

454

1604%

8,070

728

1009%

(+) Minority shareholders

7,802

6676

17%

9,258

-16%

14,477

15,998

-10%

Adjusted EBITDA

51,126

40,270

27%

55,807

-8%

91,395

101,686

-10%

Net revenues

167,376

123,870

35%

160,149

5%

291,246

273,773

6%

Adjusted EBITDA margin

31%

33%

-245bps

35%

-430bps

31%

37%

-576bps

 

28


 

                                                                                                                                                                                             

 

TENDA SEGMENT                                 

  

Focuses on affordable residential developments, with unit prices between R$80,000 and R$200,000, has 20 regional store fronts, and projects developed in 105 cities across 15 states.

 

Tenda Segment Launches

 

Reflecting corrective actions at Tenda and a focus on execution and delivery, no projects were launched in the first half of 2012. Throughout the year, Tenda is not expected to represent more than 10% of consolidated launch guidance of between R$2.7 and R$3.3 billion.

 

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

%Tenda - R$000

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Tenda

São Paulo

0

0

0%

9,200

nm

0

20,420

nm

 

Rio de Janeiro

0

0

0%

64,743

nm

0

64,743

nm

 

Minas Gerais

0

0

0%

159,014

nm

0

178,940

nm

 

Northeast

0

0

0%

50,273

nm

0

50,273

nm

 

Others

0

0

0%

66,213

nm

0

137,456

nm

 

Total

0

0

0%

349,443

nm

0

451,832

nm

 

Units

0

0

0%

2,873

nm

0

3,523

nm

Note: mn not meaningful

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

%Tenda - R$000

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Tenda

≤ MCMV

0

0

0%

310,505

nm

0

248,508

nm

 

> MCMV

0

0

0%

38,938

nm

0

203,324

nm

 

Total

0

0

0%

349,443

nm

0

451,832

nm

Note: mn = not meaningful

Tenda Segment Pre-Sales

Second quarter gross pre-sales increased 38% Q-o-Q to R$344.8 million, compared to R$249.1 million in 1Q12. Since 1Q12, pre-sales recognition and the remuneration of the Tenda sales force have been contingent upon the ability to pass mortgages onto financial institutions. Second quarter net pre-sales (gross pre-sales less dissolutions) were R$15.7 million compared with negative R$90.4 million in 1Q12.

 

The second quarter net pre-sales results reflect the dissolution of contracts with potential homeowners who no longer qualify for bank mortgages of R$329.1 million versus R$339.6 million in the previous quarter. Despite ongoing dissolutions expected in 2012, the Gafisa Group is experiencing good demand for these units. Of the 4,957 units returned to inventory, 62% have already been resold at a premium to qualified customers within 1H12. Also, it’s worth mentioning that 1,278 units were cancelled during 1H12, meaning that those units did not return to inventory.

 

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

 

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

%Tenda - R$000

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Tenda

São Paulo

2,852

(47,561)

nm

42,682

nm

(44,709)

65,818

nm

 

Rio de Janeiro

10,628

(190)

nm

26,802

nm

10,437

22,883

nm

 

Minas Gerais

(30,185)

(32,805)

nm

92,666

nm

(62,990)

157,957

nm

 

Northeast

10,150

(20,629)

nm

44,005

nm

(10,479)

84,855

nm

 

Others

22,283

10,743

nm

17,534

nm

33,026

119,965

nm

 

Total

15,728

(90,443)

nm

223,689

nm

(74,715)

451,478

nm

 

Units

64

(907)

nm

1,521

nm

(843)

3,076

nm

 

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

%Tenda - R$000

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Tenda

≤ MCMV

21,461

(96,759)

nm

180,508

nm

(75,298)

253,804

nm

 

> MCMV

(5,733)

6,316

nm

43,181

nm

583

197,674

nm

 

Total

15,728

(90,443)

nm

223,689

nm

(74,715)

451,478

nm

 

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

%Tenda - R$000

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Tenda

≤ MCMV

95

(941)

nm

1,311

nm

(846)

1,930

nm

 

> MCMV

(31)

35

nm

210

nm

3

1,147

nm

 

Total

64

(907)

nm

1,521

nm

(843)

3,076

nm

29


 

 

Tenda Segment Operations

Since June 2011 the number of units contracted by financial institutions has accelerated, which in part reflects the addition of a new CEF unit dedicated to major homebuilders. At the end of the 3Q11, 11,490 units or 35% of units sold by Tenda were not contracted with financial institutions. Today, all remaining units, of Tenda segment, have already been contracted with banks. In 1H12, Tenda transferred 6,300 units to financial institutions, equaling 53% of the mid-range of guidance provided for the full year of 10,000-14,000 customers. The transfers contributed to the positive operational cash flow achieved in the period.

Tenda Segment Delivered Projects

The Tenda segment is expected to represent 50% of Gafisa Group’s planned deliveries of between 22,000 to 26,000 units in 2012. During the 1H12, Tenda delivered 39 projects/phasesand 6,534 units, reaching 54% of the mid-range of full-year delivery guidance for the brand. The tables below list the products delivered in 1H12:

Table 29 - Delivered projects Tenda Segment (1H12)

Company

Project

Delivery

Launch

Local

% co

Units

PSV R$

Tenda

Ferrara - F1

Feb-12

2007

Poá

100%

36

8,439

Tenda

Ferrara - F2

Feb-12

2007

Poá

100%

76

8,439

Tenda

Portal do Sol Life III (Bl 24 e 25)

Feb-12

2009

Belford Roxo

100%

64

5,950

Tenda

Portal do Sol Life IV (Bl 22 e 23)

Feb-12

2010

Belford Roxo

100%

64

5,971

Tenda

Alta Vista (Antigo Renata)

Mar-12

2008

São Paulo

100%

160

12,935

Tenda

Jardim São Luiz Life - F2 (Bloco 12)

Mar-12

2007

São Paulo

100%

20

2,149

Tenda

Reserva dos Pássaros - F1 (Bl 5)

Mar-12

2006

São Paulo

100%

66

37,084

Tenda

Parque Baviera Life - F1 (Bl 1 a 9)

Mar-12

2008

São Leopoldo

100%

180

37,763

Tenda

Vivendas do Sol I

Mar-12

2009

Porto Alegre

100%

200

14,000

Tenda

Portal do Sol Life V (Bl 19 a 21)

Mar-12

2010

Belford Roxo

100%

96

9,431

Tenda

Portal do Sol Life VI (Bl 17 e 18)

Mar-12

2010

Belford Roxo

100%

64

6,146

Tenda

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

Mar-12

2007

Feira de Santana

100%

241

22,725

Tenda

Quintas do Sol Ville II - F2 (Qd 2)

Mar-12

2008

Feira de Santana

100%

90

22,353

Tenda

Salvador Life II

Mar-12

2008

Salvador

100%

180

12,780

Tenda

Boa Vista

Mar-12

2008

Belo Horizonte

100%

38

3,838

Tenda

Maratá

Mar-12

2008

Goiânia

100%

400

27,200

Tenda

Reserva Campo Belo (Antigo Terra Nova II)

Mar-12

2007

Goiânia

100%

241

16,320

Tenda

GPARK Pássaros

Mar-12

2008

São Luis

50%

240

31,576

Total 1Q12

 

 

 

 

 

2,456

285,099

Tenda

Residencial Portal do Sol

Apr-12

2005

Itaquaquecetuba

100%

320

20,284

Tenda

Residencial Spazio Felicittá

May-12

2008

São Paulo

100%

180

19,040

Tenda

Residencial Rivera Life 8ª etapa

May-12

2010

Lauro de Freitas

100%

100

9,433

Tenda

Residencial Rivera Life 9ª etapa

May-12

2010

Lauro de Freitas

100%

120

11,403

Tenda

Residencial Rivera Life 10ª etapa

May-12

2010

Lauro de Freitas

100%

180

52,149

Tenda

Santana Tower I (Bl 5 e 12 a 14)

May-12

2008

Feira de Santana

100%

128

10,304

Tenda

Engenho Nova Cintra - F1 (Bl A a E)

Jun-12

2007

Santos

100%

405

38,070

Tenda

Fit Jardim Botânico (Pb)

Jun-12

2008

João Pessoa

50%

324

19,284

Tenda

Fit Jardins (Marodin)

Jun-12

2009

Porto Alegre

70%

172

24,600

Tenda

Parque Baviera Life - F2 (Bl 10 a 13)

Jun-12

2008

São Leopoldo

100%

80

6,042

Tenda

Parque Lousã

Jun-12

2008

Novo Gama

100%

304

24,038

Tenda

Parque Lumiere

Jun-12

2011

São Paulo

100%

100

11,220

Tenda

Piedade Life - F1 (Bl 1 a 5)

Jun-12

2008

Jaboatão dos Guararapes

100%

180

13,100

Tenda

Reserva dos Pássaros - F1 (Bl 2 e 3)

Jun-12

2006

São Paulo

100%

130

14,521

Tenda

Reserva dos Pássaros - F1 (Bl 6)

Jun-12

2006

São Paulo

100%

66

7,372

Tenda

Santana Tower II - F1 (Bl 1 a 3)

Jun-12

2008

Feira de Santana

100%

96

7,728

Tenda

Toulouse Life

Jun-12

2008

Anápolis

100%

192

14,013

Tenda

Viver Itaquera

Jun-12

2010

São Paulo

100%

199

24,359

Tenda

Mirante do Lago F1

Jun-12

2008

Ananindeua

100%

462

47,221

Tenda

Mirante do Lago F2

Jun-12

2009

Ananindeua

100%

188

26,317

Tenda

Terra Bonita

Jun-12

2008

Londrina

100%

152

23,488

Total 2Q12

 

 

 

 

 

4,078

423,988

Total 1H12

 

 

 

 

 

6,534

709,087

 

 

30


 

Table 30. Land Bank Tenda Segment (2Q12)

 

PSV - R$million
(% Tenda)

%Swap
Total

%Swap
Units

%Swap
Financial

Potential units
(%co)

Potential units
(100%)

São Paulo

891.078

16%

16%

0%

7.317

7.404

Rio de Janeiro

246.987

0%

0%

0%

2.379

2.379

Nordeste

576.936

29%

29%

0%

4.827

4.912

Minas Gerais

432.583

73%

33%

40%

4.009

4.128

Total

2.147.584

33%

22%

11%

18.532

18.823

Note: during 1Q12, Tenda land bank was readjusted to focus on core regions, 2Q12 all remaining non-strategic land bank were excluded

Table 31. Adjusted EBITDA Tenda

(R$'000) Consolidated

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Net profit

(12,412)

(30,730)

-60%

(2,854)

335%

(43,142)

(29,040)

49%

(+) Financial result

(2,356)

(469)

402%

(8,206)

-71%

(2,826)

(10,449)

-73%

(+) Income taxes

2,992

5,032

-41%

(4,351)

-169%

8,024

(24,514)

-133%

(+) Depreciation and Amortization

3,956

2,527

57%

5,662

-30%

6,483

9,359

-31%

(+) Capitalized interest

15,446

6,663

132%

6,125

152%

22,109

9,317

137%

(+) Stock option plan expenses

145

145

0%

553

-74%

290

1,106

-74%

(+) Minority shareholders

(38)

(26)

46%

0

0%

(64)

0

0%

Adjusted EBITDA

7,733

(16,858)

-146%

(3,071)

-352%

(9,126)

(44,221)

-79%

Net revenues

280,012

316,384

-11%

305,747

-8%

596,396

539,780

10%

Adjusted EBITDA margin

2.76%

-5%

806bps

-1.00%

377bps

-1.53%

-8.19%

666bps

 

 

 

31


 

INCOME STATEMENT 

Revenues

On a consolidated basis, 2Q12 net revenues totaled R$1 billion, an increase of 12% from the R$928 million posted in 1Q12. During 2Q12, the Gafisa brand accounted for 57% of net revenues, AlphaVille comprised 16% and Tenda the remaining 27%. Tenda accounted for 31% of the net revenues in the same period of previous year. The table below presents detailed information about pre-sales and recognized revenues by launch year:

Tabela 32. Pre-sales and recognized revenues by launch year

 

 

 

2Q12

2Q11

 

 Launch year

PreSales

%PreSales

Revenues

%

PreSales

%PreSales

Revenues

%

Gafisa

2012 Launches

218,204

48%

3,467

1%

-

0%

-

0%

 

2011 Launches

72,154

16%

81,225

14%

461,193

59%

66,376

13%

 

2010 Launches

77,314

17%

219,579

37%

158,904

20%

134,446

26%

 

≤ 2009 Launches

88,712

19%

214,441

36%

158,203

20%

318,807

61%

 

Land Bank

-

0%

74,437

13%

-

0%

-

0%

 

Total Gafisa

456,383

100%

593,149

100%

778,300

100%

519,629

100%

Alphaville

2012 Launches

80,880

51%

7,083

4%

 

0%

-

0%

 

2011 Launches

46,430

29%

77,256

46%

87,809

61%

14,893

9%

 

2010 Launches

14,801

9%

41,081

25%

26,206

18%

71,778

45%

 

≤ 2009 Launches

16,072

10%

41,956

25%

30,999

21%

73,479

46%

 

Land Bank

-

0%

-

0%

-

0%

-

0%

 

Total AUSA

158,184

100%

167,376

100%

145,013

100%

160,149

100%

Tenda

2012 Launches

-

0%

-

0%

-

0%

-

0%

 

2011 Launches

(5,767)

-37%

15,411

6%

137,516

61%

11,550

4%

 

2010 Launches

(24,558)

-156%

84,813

30%

125,223

56%

105,214

34%

 

≤ 2009 Launches

46,053

293%

156,834

56%

(39,050)

-17%

188,985

62%

 

Land Bank

-

0%

22,954

 

 

 

 

 

 

Total Tenda

15,728

100%

280,012

62%

223,689

100%

305,748

100%

Consolidated

2012 Launches

299,084

47%

10,550

1%

0

0%

-

0%

 

2011 Launches

112,817

18%

173,892

17%

686,518

60%

92,818

9%

 

2010 Launches

67,557

11%

345,473

33%

310,334

27%

311,438

32%

 

≤ 2009 Launches

150,837

24%

413,231

40%

150,151

13%

581,271

59%

 

Land Bank

-

0%

97,391

 

 

 

 

 

Total

 Total Gafisa Group

630,295

100%

1,040,537

83%

1,147,002

100%

985,525

100%

 

 

1H12

1H11

 

 Launch year

PreSales

%PreSales

Revenues

%

PreSales

%PreSales

Revenues

%

Gafisa

2012 Launches

286,066

37%

3,311

0%

-

0%

-

0%

 

2011 Launches

153,397

20%

184,621

17%

569,553

47%

71,380

8%

 

2010 Launches

133,737

17%

362,856

34%

379,795

32%

245,720

27%

 

≤ 2009 Launches

199,885

26%

441,501

41%

252,465

21%

585,619

65%

 

Land Bank

-

0%

88,439

8%

-

0%

-

0%

 

Total Gafisa

773,085

100%

1,080,728

100%

1,201,812

100%

902,719

100%

Alphaville

2012 Launches

235,961

69%

11,119

4%

 

0%

 

0%

 

2011 Launches

62,492

18%

115,661

40%

201,917

64%

25,453

9%

 

2010 Launches

18,014

5%

90,211

31%

69,902

22%

112,117

41%

 

≤ 2009 Launches

23,694

7%

74,255

25%

44,113

14%

136,203

50%

 

Land Bank

-

0%

-

0%

-

0%

-

0%

 

Total AUSA

340,161

100%

291,246

100%

315,932

100%

273,773

100%

Tenda

2012 Launches

-

0%

-

0%

-

0%

 

0%

 

2011 Launches

(36,402)

49%

31,931

5%

211,288

47%

16,229

3%

 

2010 Launches

(92,125)

123%

197,974

33%

302,909

67%

178,728

33%

 

≤ 2009 Launches

53,812

-72%

339,804

57%

(62,720)

-14%

344,824

64%

 

Land Bank

-

0%

26,687

4%

 

 

 

 

 

Total Tenda

(74,715)

100%

596,396

100%

451,478

100%

539,780

100%

Consolidated

2012 Launches

522,027

50%

14,430

1%

0

0%

-

0%

 

2011 Launches

179,486

17%

332,213

17%

982,758

50%

113,062

7%

 

2010 Launches

59,626

6%

651,041

33%

752,606

38%

536,565

31%

 

≤ 2009 Launches

277,392

27%

855,559

43%

233,858

12%

1,066,646

62%

 

OLand Bank

-

0%

115,126

6%

 

 

 

 

Total

 Total Gafisa Group

1,038,532

100%

1,968,370

100%

1,969,222

100%

1,716,273

100%

                       

Note: Other includes Sales of Land Bank and Change of provisions of dissolutions/PDD.

 

32


 

Gross Profit

Gross profit was R$279 million compared to R$201 million in the 1Q12 and R$161 million in the 2Q11. Gross margin increased to 27% in 2Q12, from 22% in the first quarter and 16% in the 2Q11.

Table 33. Gross Margin (R$000)

 

 

 

 

 

 

 

 

(R$'000) Consolidated

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Gross Profit

279,141

201,579

38%

161,535

73%

480,720

276,695

74%

Gross Margin

27%

22%

5%

16%

9%

24%

16%

8%

Gross Profit (ex-Tenda)

224,584

172,990

30%

123,236

82%

397,574

221,683

79%

Gross Margin (ex-Tenda) %

30%

28%

2%

18%

12%

29%

19%

10%

                                 

 

Table 34. Capitalized Interest

 

 

 

 

 

 

 

 

(R$million) Consolidated

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Opening balance

247.481

221.816

12%

150.817

64%

221.816

146.544

51%

Capitalized interest

44.687

68.535

-35%

62.260

-28%

113.222

103.715

9%

Interest capitalized to COGS

(50.293)

(42.870)

17%

(58.117)

-13%

(93.163)

(95.299)

-2%

Closing balance

241.875

247.481

-2%

154.960

56%

241.875

154.960

56%

                                 

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

SG&A expenses totaled R$171 million in 2Q12, a 24% increase on the R$138million in SG&A expenses posted in 2Q11. Selling expenses remained stable on a Y-o-Y basis at R$78 million. During the 1H12, administrative expenses reached R$172 million, a 18% increase Q-o-Q, and 47% increase over the R$117 million posted in 1H11. The main reasons for the increase in SG&A expenses were: 1) administrative expenses related to the expansion of AlphaVille’s operations given the increased contribuition in Gafisa Group mix, which accounted for 33% of the annual change in the G&A registrered in the period 2) a provision related to the distribution of variable compensation, which accounted for 57% of the annual change in the G&A registrered in the period 3) other representing the remaining 10%.

Table 35. SG&A Expenses (R$000)

 

 

 

 

 

 

(R$'000) Consolidated

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Selling expenses

78,165

58,486

34%

77,945

0%

136,651

137,752

-1%

G&A expenses

93,034

78,984

18%

60,354

54%

172,018

116,661

47%

SG&A

171,199

137,470

25%

138,299

24%

308,669

254,413

21%

                             

 

(R$'000) Consolidated

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Selling expenses /Launches

14,3%

12,6%

169bps

5,6%

866bps

13,5%

7,3%

625bps

G&A /Launches

17,0%

17,0%

-1bps

4,4%

1265bps

17,0%

6,2%

1086bps

SG&A/Launches

31,3%

29,6%

168bps

10,0%

2131bps

30,6%

13,4%

1711bps

Selling expenses /Launches (ex-Tenda)

10,1%

8,2%

194 bps

5,2%

494 bps

9,2%

6,2%

304 bps

G&A /Launches (ex-Tenda)

12,1%

11,2%

90 bps

3,7%

843 bps

11,7%

4,9%

678 bps

SG&A/Launches (ex-Tenda)

22,2%

19,4%

284 bps

8,9%

1337 bps

20,9%

11,1%

982 bps

                 

(R$'000) Consolidated

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Selling expenses /Pre-Sales 

12,4%

14,3%

-193bps

6,8%

561bps

13,2%

7,0%

616bps

G&A /Pre-Sales

14,8%

19,3%

-459bps

5,3%

950bps

16,6%

5,9%

1064bps

SG&A / Pre-Sales

27,2%

33,7%

-651bps

12,1%

1510bps

29,7%

12,9%

1680bps

Selling expenses /Pre-Sales (ex-Tenda)

9,0%

7,6%

139 bps

5,8%

321 bps

8,4%

6,2%

218 bps

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

10,8%

10,4%

34 bps

4,1%

666 bps

10,6%

4,9%

570 bps

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

19,8%

18,0%

173 bps

9,9%

987 bps

19,0%

11,1%

788 bps

                 

(R$'000) Consolidated

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Selling expenses /Net Revenues

7,5%

6,3%

121bps

7,9%

-40bps

6,9%

8,0%

-108bps

G&A expenses/Net Revenues

8,9%

8,5%

43bps

6,1%

282bps

8,7%

6,8%

194bps

SG&A/Net Revenues

16,5%

14,8%

164bps

14,0%

242bps

15,7%

14,8%

86bps

Selling expenses /Net Revenues (ex-Tenda)

7,3%

6,2%

107 bps

7,9%

-59 bps

6,8%

7,6%

-79 bps

G&A expenses/Net Revenues (ex-Tenda) 

8,7%

8,5%

20 bps

5,6%

312 bps

8,6%

6,0%

259 bps

SG&A/Net Revenues (ex-Tenda) 

16,0%

14,7%

127 bps

13,5%

253 bps

15,4%

13,6%

180 bps

 

 

33


 

Consolidated Adjusted EBITDA

Adjusted EBITDA was R$149 million compared to R$105 million in the 1Q12 and R$77 million in the 2Q11. EBITDA for Gafisa and AlphaVille totaled R$90 million and R$51 million, respectively, while Tenda EBITDA was R$8 million. During the first half, the EBITDA margin reached 13% or 19% ex-Tenda, as compared to 6% and 13%, respectively, in the first half of 2011.

Table 36. Consolidated Adjusted EBITDA

(R$'000) Consolidated

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Net Profit (Loss)

1,046

(31,515)

-103%

(31,843)

-103%

(30,468)

(75,134)

-59%

(+) Financial result

55,630

42,175

32%

28,866

93%

97,805

59,864

63%

(+) Income taxes

5,795

20,139

-71%

(14,709)

-139%

25,933

(33,567)

-177%

(+) Depreciation and Amortization

14,355

18,333

-22%

22,754

-37%

32,688

35,119

-7%

(+) Capitalized Interest Expenses

50,293

42,870

17%

58,117

-13%

93,163

95,299

-2%

(+) Stock option plan expenses

13,270

6,513

104%

4,781

178%

19,783

8,144

143%

(+) Minority shareholders

8,361

6,672

25%

9,531

-12%

15,033

16,371

-8%

Adjusted EBITDA

148,750

105,187

41%

77,497

92%

253,937

106,096

139%

Net Revenue

1,040,537

927,833

12%

985,525

6%

1,968,370

1,716,273

15%

Adjusted EBITDA margin

14%

11%

296 bps

8%

643 bps

13%

6%

672 bps

Adjusted EBITDA (ex Tenda)

141,017

122,045

16%

80,568

75%

263,063

150,317

75%

Adj. EBITDA Mg (ex Tenda)

19%

20%

-140 bps

12%

669 bps

19%

13%

640 bps

Note: We adjust our EBITDA for expenses associated with stock option plans, as this is a non-cash expense. Net Revenues include 6% of sales from land bank that did not generate margins

Depreciation And Amortization

Depreciation and amortization in 2Q12 was R$14 million, a decrease of R$9 million when compared to the R$23 million recorded in 2Q11, mainly due to lower showroom depreciation.

Financial Results

Net financial expenses totaled R$56 million in 2Q12, compared to a net financial result of R$29 million in 2Q11 as a result of as a result of a higher level of leverage.

Taxes

Income taxes, social contribution and deferred taxes for 2Q12 amounted to negative R$ 6 million, compared to R$15 million in 2Q11.

Adjusted Net Income (Loss)

 Gafisa Group reported a net income of R$1 million in the 2Q12, compared with a net loss of R$32 million recorded in both the 1Q12 and 2Q11 results.

Backlog of Revenues and Results

The backlog of results to be recognized under the PoC method reached R$4.1 billion in 2Q12, 4% lower than the R$4.3 billion posted in 2Q11 and stable compared to results from the first quarter. The consolidated margin for the quarter was stable at 36% Y-o-Y and Q-o-Q. The table below shows the backlog margin by segment:

 

Table 37. Results to be recognized (REF) by brand

 

Gafisa

Tenda

AlphaVille

Gafisa Group

Gafisa ex- Tenda

Revenues to be recognized

2,487,909

904,400

731,843

4,124,152

3,219,751

Costs to be incurred (units sold)

(1,624,085)

(679,504)

(344,559)

(2,648,148)

(1,968,644)

Results to be Recognized

863,823

224,896

387,284

1,476,003

1,251,107

Backlog Margin

35%

25%

53%

36%

39%

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

 

Table 38. Gafisa Group Results to be recognized (REF)

 

 

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Results to be recognized

4,124,151

4,238,385

-3%

4,276,647

-4%

4,124,151

4,276,647

-4%

Costs to be incurred (units sold)

(2,648,148)

(2,723,445)

-3%

(2,716,934)

-3%

(2,648,148)

(2,716,934)

-3%

Results to be Recognized

1,476,003

1,514,940

-3%

1,559,713

-5%

1,476,003

1,559,713

-5%

Backlog Margin

36%

36%

5bps

36%

-68bps

36%

36%

-68bps

                   

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

 

34


 

BALANCE SHEET 

Cash and Cash Equivalents

On June 30, 2012, cash and cash equivalents reached R$1,1 billion, in line with the previous quarter. We believe our cash position is sufficient to execute our development plans.

Accounts Receivable

At the end of 2Q12, total accounts receivable decreased 9% to R$9 billion on a year-over-year basis and remained virtually stable as compared to the previous quarter.

Table 39. Total receivables

 

 

 

 

 

(R$000) Consolidated

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

Receivables from developments – LT (off balance sheet)

4,280,386

4,398,947

-3%

4,438,658

-4%

Receivables from PoC – ST (on balance sheet)

3,745,487

3,638,581

3%

4,153,855

-10%

Receivables from PoC – LT (on balance sheet)

922,043

1,101,138

-16%

1,188,791

-22%

Total

8,947,916

9,138,666

-2%

9,781,304

-9%

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

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

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

 

Inventory

 

Table 40. Inventory (Balance Sheet at cost)

(R$000) Consolidated

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

Land

1.023.179

1.226.418

-17%

1.044.270

-2%

Units under construction

1.386.111

1.438.026

-4%

1.136.315

22%

Completed units

209.703

196.700

7%

293.072

-28%

Total

2.618.993

2.861.144

-8%

2.473.657

6%

 

Inventory at market value totaled R$3.3 billion in 2Q12, 6.3% below the R$3.5 billion registered in the previous quarter. On a consolidated basis, our inventory is at a level of 10 months of sales based on LTM sales figures. At the end of 2Q12, finished units accounted for 12% of total inventory. We continue to focus on reducing finished inventory.

Table 41. Inventory at Market Value per completion status  

Company

Not started

Up to 30% constructed

30% to 70% constructed

More than 70% constructed

Finished units¹

Total 2Q12

Gafisa

525.033

502,636

373,673

371,523

103,080

1,875,945

AlphaVille

-

215,678

141,429

15,710

200,081

572,898

Tenda

56.797

180,100

233,287

291,205

76,872

838,261

Total

581.830

898,413

748,389

678,438

380,033

3,287,103

 

Consolidated inventory at market value reduced by R$222 million to R$3.3 billion from R$3.5 billion in the previous quarter. The market value of Gafisa inventory, which represents 56% of total inventory, was stable at R$1.9 billion at the end of 2Q12. The market value of AlphaVille inventory was R$572.9 million at the end of 2Q12, a 10% decrease compared to the end of 1Q12. Tenda inventory was valued at R$838.3 million at the end of 2Q12, compared to R$915.0 million at the end of 1Q12. Despite ongoing dissolutions expected in 2012, the Gafisa Group is experiencing positive demand for units targeted at the low income segment. Of the 4,957 units returned to inventory, 62% have already been resold at a premium, to qualified customers within 1H12.

Table 42. Inventory at Market Value 2Q12 x 1Q12

 

Inventories BoP

Launches

Dissolution

Pre-Sales

Price Adjust + Other5

Inventories EoP

% Q-o-Q

VSO

Gafisa (A)

1,957,850

465,900

(456,383)

(91,423)

1,875,945

-4,2%

19,6%

AlphaVille (B)

636,258

80,619

(158,184)

14,205

572,898

-10,0%

21,6%

Total (A) + (B)

2,594,108

546,519

(614,566)

(77,218)

2,448,842

-5,6%

20,1%

Tenda (C)

915,036

0

329,127

(344,855)

(61,047)

838,261

-8,4%

1,8%

Total (A) + (B) + C)

3,509,143

546,519

329,127

(959,421)

(138,265)

3,287,103

-6,3%

16,1%

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

 

35


 

Liquidity

The Gafisa Group ended the second quarter with R$1.1 billion in cash and cash equivalents, a sequential improvement from R$947 million at the end of the first quarter. Net debt was R$3.09 billion at the end of the 2Q12, a R$231 million reduction from R$3.32 billion the end of 1Q12. As a result, consolidated cash generation (cash burn) was positive at approximately R$231 million in 2Q12, leading to R$155 million in 1H12. Operational consolidated cash flow reached approximately R$361 million in 1H12, 60% of the mid-range of full year guidance of R$500 – R$700 million in 2012.

The net debt and investor obligations to equity and minorities ratio was 112% compared to 122% in 1Q12, due to R$231  million in cash generation in the second-quarter. Excluding project finance, this net debt/equity ratio reached 34% from 46% in the previous period.

Currently we have access to a total of R$1.8 billion in construction finance lines contracted with banks and R$0.9 billion of construction credit lines in the process of being approved. Also, Gafisa has R$2.5 billion available in construction finance lines of credit for future developments. The following tables provide information on our debt position:

Table 43. Indebtedness and Investor obligations

 

 

Type of obligation (R$000)

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

Debentures - FGTS (A)

1,213,138

1,244,225

-2%

1,212,557

0%

Debentures - Working Capital (B)

567,643

704,420

-19%

677,257

-16%

Project Financing SFH – (C)

936,597

817,457

15%

735,258

27%

Working Capital (D)

1,138,363

1,138,254

0%

968,016

18%

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

3,855,741

3,904,356

-1%

3,593,088

7%

Investor Obligations (F)

329,768

364,274

-9%

460,000

-28%

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

4.185.509

4.265.991

-2%

4.053.088

3%

Cash and availabilities (H)

1,097,277

947,138

16%

1,163,080

-6%

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

3,088,232

3,321,492

-7%

2,890,008

7%

Equity + Minority Shareholders (J)

2,746,145

2,728,495

1%

3,584,471

-23%

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

112%

122%

-917bps

81%

9183bps

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

34%

46%

-1190bps

26%

789bps

               

 

The Gafisa Group ended the second quarter with R$1.7 billion of total debt due to short term. However, it is worth mentioning that, project finance accounts for 55% of this amount.

 

Table 44. Debt maturity

 

 

 

 

 

(R$million)

Average Cost (p.a.)

Total

Until Jun/13

Until Jun/14

Until Jun/15

Until Jun/16

After Jun/16

Debentures - FGTS (A)

TR + (8.22% - 10.20%)

1,213,138

465,353

597,785

150,000

0

0

Debentures - Working Capital (B)

CDI + (0.72% - 1.95%)

567,643

136,319

131,512

142,803

149,932

7,077

Project Financing SFH – (C)

TR + (8.30% - 12.00%)

936,597

475,358

308,084

132,982

20,173

0

Working Capital (D)

CDI + (1.30% - 2.22%)

1,138,363

469,019

270,464

264,215

106,690

27,975

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

 

3,855,741

1,546,049

1,307,845

690,000

276,795

35,052

Investors Obligations (F)

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

329,768

158,234

145,070

13,689

8,669

4,106

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

10.06%

4,185,509

1,704,283

1,452,915

703,689

285,464

39,158

% due to corresponding period

 

 

40%

35%

17%

7%

1%

 

 

 

 

 

 

 

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

51%

55%

62%

40%

7%

0%

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

49%

45%

38%

60%

93%

100%

                         

 

Covenant Ratios   

Table 45. Debenture covenants - 7th emission

 

 

2Q12

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

19,00

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

22.17%

(Total receivables + Revenues to be recognized + Inventory of finished units / Total debt - SFH + Obligations related to construction + costs to be incurred) > 1,5

1.87

 

 

Table 46. Debenture covenants - 5th emission (R$250 million)

 

 

2Q12

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

23.15%

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

2.38

     

Note: Covenant status on June 30, 2012 

 

36


 

 

OUTLOOK 

With the introduction of a new strategy and organizational structure, Gafisa is making progress toward achieving its 2012 guidance. Launches for 2012 are expected to be between R$2.7 and R$3.3 billion, reflecting a new, more targeted regional focus and the deliberate slowdown of the Tenda business. Gafisa should represent 50%, Tenda 10% and AlphaVille 40% of launches.  In the first half of 2012, the Group launched Gafisa $ 1 billion. Gafisa was able to launch 45% of the mid-range of 2012 guidance of R$1.5 billion for the segment.  AlphaVille’s launches, were in line with the internal planning, representing 1/3 of the guidance for the year. Reflecting remedial actions at Tenda and a focus on execution and delivery, no projects were launched in the 1H12.  We want to re-launching the Tenda operations under a profitable business model.

 

Table 47. Launche Guidance – 2012 Estimates  versus Actual figures 1H12

Launches Guidance 2012E

Mid-range

 

Achievement 1H12

(1H12 as a % of FY)

Consolidaded Launches (R$2.70 – R$3.30bn)

R$3.00bn

 

R$1.01bn

34%

Breakdown by Brand

 

 

 

 

Launches Gafisa (R$1.35 – R$1.65bn)

R$1.50bn

 

R$681mn

45%

Launches AlphaVille (R$1.08 – R$1.32bn)

R$1.20bn

 

R$330mn

27%

Launches Tenda (R$270 – R$330mn)

R$300 mn

 

R$0

0%

 

As of June 30, 2012, the Company had R$1 billion in cash and cash equivalents. During 1H12 operational consolidated cash flow reached approximately R$361 million, representing 60% of the mid-range guidance of R$500 – R$700 million for the full year of 2012. The key drivers of cash flow generation include: (1) our ability to deliver units at Gafisa; (2) the transfer of Tenda units to financial institutions; (3) the sale of inventory and new projects launched; (4) the securitization of receivables and; (5) the sale of non-strategic land, that had a minor contribution to the results posted in the period.

 

Table 48. Operational Cash Flow Guidance – 2012 Estimates  versus Actual figures 1H12

Guidance 2012

Mid-range

 

Achievement 1H12

(1H12 as a % of FY)

Operational Cash Flow (R$500 – R$700 mn)

R$600

 

R$361

60%

 

 

The Gafisa Group plans to deliver between 22,000 and 26,000 units in 2012 of which 30% will be delivered by Gafisa, 50% by Tenda and the remaining 20% by AlphaVille. During the first-half of 2012, the Gafisa Group delivered 12,197 units and transferred 6,300 Tenda customers to financial institutions, achieving 50% of the mid-range of the guidance for both figures.

 

Table 49. Other Relevant Opeational Indicators – 2012 Estimates  versus Actual figures 1H12

Guidance of Units to be Delivered 2012E

Mid-range

 

Achievement 1H12

(1H12 as a % of FY)

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

24,000

 

12,197

51%

Breakdown by Brand

 

 

 

 

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

7,200

 

4,026

56%

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

4,800

 

1,637

34%

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

12,000

 

6,534

54%

 

Table 50. Tenda Milestones – 2012 Estimates  versus Actual figures 1H12

Customers to be transferred at Tenda 2012E

Mid-range

 

Achievement 1H12

(1H12 as a % of FY)

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

12,000

 

6,422

54%

 

 

37


 

 

CONSOLIDATED INCOME STATEMENT

R$000

2Q12

1Q12

Q-o-Q (%)

2Q11

Y-o-Y (%)

1H12

1H11

Y-o-Y (%)

Net Operating Revenue

1,040,537

927,833

12%

985,525

6%

1,968,370

1,716,273

15%

Operating Costs

(761,396)

(726,254)

5%

(823,990)

+8%

(1,487,650)

(1,439,578)

3%

Gross profit

279,141

201,579

38%

161,535

73%

480,720

276,695

74%

Operating Expenses

(208,309)

(164,108)

27%

(169,690)

23%

(372,417)

(309,161)

20%

Selling Expenses

(78,165)

(58,486)

34%

(77,945)

0%

(136,651)

(137,752)

-1%

General and Administrative Expenses

(93,034)

(78,984)

18%

(60,354)

54%

(172,018)

(116,661)

47%

Other Operating Rev / Expenses

(22,755)

(8,305)

174%

(8,637)

163%

(31,060)

(19,629)

58%

Depreciation and Amortization

(14,355)

(18,333)

22%

(22,754)

37%

(32,688)

(35,119)

7%

Operating results

70,832

37,471

89%

(8,155)

-969%

108,303

(32,466)

-434%

 

 

 

 

 

 

 

 

 

Financial Income

21,721

19,689

10%

21,697

0%

41,410

46,361

-11%

Financial Expenses

(77,351)

(61,864)

25%

(50,563)

53%

(139,215)

(106,225)

31%

 

 

 

 

 

 

 

 

 

Income (Loss) Before Taxes on Income

15,202

(4,704)

423%

(37,021)

141%

10,498

(92,330)

111%

 

 

 

 

 

 

 

 

 

Deferred Taxes

(1,758)

(6,319)

72%

26,968

-107%

(8,077)

55,088

-115%

Income Tax and Social Contribution

(4,037)

(13,820)

71%

(12,259)

67%

(17,856)

(21,521)

17%

 

 

 

 

 

 

 

 

 

Income (Loss) After Taxes on Income

9,407

(24,843)

138%

(22,312)

142%

(15,435)

(58,763)

74%

 

 

 

 

 

 

 

 

 

Minority Shareholders

(8,361)

(6,672)

25%

(9,531)

12%

(15,033)

(16,371)

8%

 

 

 

 

 

 

 

 

 

Net Income (Loss)

1,046

(31,515)

103%

(31,843)

103%

(30,468)

(75,134)

59%

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

 

38


 

 

CONSOLIDATED BALANCE SHEET 

 

2Q12

1Q12

Q-o-Q(%)

2Q11

Y-o-Y(%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

1.097.277

947.138

16%

1.163.080

-6%

Receivables from clients

3.745.488

3.638.581

3%

4.153.855

-10%

Properties for sale

2.053.171

2.088.930

-2%

2.126.999

-3%

Other accounts receivable

177.506

157.900

12%

201.492

-12%

Deferred selling expenses

73.097

58.989

24%

20.588

255%

Prepaid expenses

19.691

15.723

25%

9.533

107%

Properties for sale

183.440

93.188

97%

-

0%

Financial Instruments

17.689

10.391

70%

 

0%

 

7.367.359

7.010.840

5%

7.675.547

-4%

Long-term Assets

 

 

 

 

 

Receivables from clients

922.044

1.101.138

-16%

1.188.791

-22%

Properties for sale

382.382

679.026

-44%

346.658

10%

Deferred taxes

0

0

0%

67.620

-100%

Other

228.083

290.849

-22%

197.085

16%

 

1.532.509

2.071.013

-26%

1.800.154

-15%

Investments

270.786

285.825

-5%

296.759

-9%

 

 

 

 

 

 

Total Assets

9.170.654

9.367.678

-2%

9.772.460

-6%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

944.377

866.539

9%

689.412

37%

Debentures

601.672

348.577

73%

153.788

291%

Obligations for purchase of land and advances from clients

451.129

498.193

-9%

526.560

-14%

Materials and service suppliers

174.892

148.965

17%

225.692

-23%

Taxes and contributions

277.391

278.678

0%

270.840

2%

Obligation for investors

158.234

160.981

-2%

159.702

-1%

Other

555.949

558.805

-1%

197.923

181%

 

3.163.644

2.860.738

11%

2.223.917

42%

Long-term Liabilities

 

 

 

 

 

Loans and financing

1.130.583

1.089.172

4%

1.013.961

12%

Debentures

1.179.109

1600068

-26%

1.736.027

-32%

Obligations for purchase of land

114.329

127.667

-10%

183.619

-38%

Deferred taxes

91.079

89.321

2%

-

0%

Provision for contingencies

144.894

134.309

8%

126.811

14%

Obligation for investors

171.534

203.293

-16%

316.604

-46%

Other

429.337

534.615

-20%

587.051

-27%

 

3.260.865

3.778.445

-14%

3.964.073

-18%

Shareholders' Equity

 

 

 

 

 

Capital

2.734.159

2.734.157

0%

2.730.789

0%

Treasury shares

(1.731)

(1.731)

0%

(1.731)

0%

Capital reserves

29.779

24.244

23%

262.970

-89%

Revenue reserves

-

-

0%

589.726

-100%

Retained earnings

(30.468)

(31.515)

-3%

(75.134)

-59%

Accumulated losses

(102.019)

(102.019)

0%

-

0%

Non-controlling interests

116.425

105.359

11%

77.850

50%

 

2.746.145

2.728.495

1%

3.584.470

-23%

Liabilities and Shareholders' Equity

9.170.654

9.367.678

-2%

9.772.460

-6%

39


 

CASH FLOW

 

2Q12

2Q11

Income Before Taxes on Income

15.202

(37.019)

Expenses (income) not affecting working capital

20.775

53.004

Depreciation and amortization

14.355

22.754

Impairment allowance

(5.103)

0

Expense on stock option plan

13.270

4.781

Penalty fee over delayed projects

(6.265)

0

Unrealized interest and charges, net

(18.501)

8.812

Deferred Taxes

 

 

Disposal of fixed asset

(877)

0

Warranty provision

1.269

2.284

Provision for contingencies

24.125

11.552

Profit sharing provision

15.888

2.350

Allowance (reversal) for doubtful debts

(10.087)

0

Profit / Loss from financial instruments

(7.299)

471

Clients

82.275

(479.447)

Properties for sale

258.762

135.004

Other receivables

(14.839)

2.108

Deferred selling expenses and prepaid expenses

(18.075)

(1.013)

Obligations on land purchases and advances from customers

(60.402)

86.673

Taxes and contributions

(1.288)

63.759

Trade accounts payable

25.928

47.249

Salaries, payroll charges

(10.342)

(20.479)

Other accounts payable

(11.142)

(72.241)

Current account operations

(109.102)

49.579

Paid taxes

26.778

24.816

Cash used in operating activities

(4.037)

(13.519)

Investing activities

200.493

(161.526)

Purchase of property and equipment and deferred charges

(21.456)

(26.802)

Redemption of securities, restricted securities and loans

3.413.934

2.451.697

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

(3.528.684)

(2.586.317)

Cash used in investing activities

(136.206)

(161.422)

Financing activities

 

 

Capital increase

2

2

Contributions from venture partners

(34.506)

91.433

Increase in loans and financing

263.763

483.533

Repayment of loans and financing

(293.877)

(282.698)

Assignment of credit receivables, net

45.225

155.889

Proceeds from subscription of redeemable equity interest in securitization fund

(3.828)

(3.744)

Operations of mutual

(5.677)

(19.984)

Net cash provided by financing activities

(28.898)

424.431

Net increase (decrease) in cash and cash equivalents

35.389

101.483

Cash and cash equivalents

 

 

At the beginning of the period

265.265

228.700

At the end of the period

300.654

330.183

Net increase (decrease) in cash and cash equivalents

35.389

101.483

 

 

40


 

GLOSSARY 

 

Affordable Entry Level

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

Backlog of Results

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

Backlog of Revenues

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

Backlog Margin

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

Land Bank

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

LOT (Urbanized Lots)

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

PoC Method

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

Pre-sales

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

PSV

Potential Sales Value.

SFH Funds

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

Swap Agreements

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

 

Operating Cash Flow

Operating cash flow (non-accounting)

 

41


 

 

ABOUT GAFISA 

 

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

 
 

 

Investor Relations Contact Info

Luciana Doria Wilson

Website: www.gafisa.com.br/ir 

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

Fax: +55 11 3025-9348

Email: ri@gafisa.com.br 

 

Media Relations (Brazil)

Débora Mari

Máquina da Notícia Comunicação Integrada

Phone: +55 11 3147-7412

Fax: +55 11 3147-7900

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

 

 

 


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

 

   
 

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

 
 

 

 


42


 

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

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

 

Gafisa S.A.

Notes to the individual and consolidated interim financial information

June 30, 2012

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

 

 

1.   Operations 

 

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

 

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

 

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

 

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

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

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

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

 

43


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

1.   Operations --Continued 

 

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

 

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

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

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

 

Because of these changes and reviews made, the Company recognized adjustments and provisions amounting to approximately R$639,482 for 2011, of which R$113,952 for the six-month period ended June 30, 2011 (Note 2.3). Such adjustments and provisions did not produce an impact on the capital flow of the Company neither shall impact its capacity to fulfill commitments, as mentioned in Note 1 to the financial statements as of December 31, 2011.

 

 

 

 

44


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

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

 

The Board of Directors of the Company has power to amend the individual and consolidated interim financial information (“quarterly information”) of the Company after they are issued. On August 08, 2012, the Company’s Board of Directors approved the individual and consolidated quarterly information of the Company and authorized their issuance.

 

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

 

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

 

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

 

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

·         The discount rate adopted by the Company and its subsidiaries is 3.23% for the period ended June 30, 2012 (4.18% as of December 31, 2011), net of INCC

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

45


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

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

 

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

 

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

 

 

 

46


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2.1. Functional currency

 

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

 

47


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

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

 

 

2.2. Consolidated interim financial information

 

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

 

 

Interest

June 2012

December 2011

   

Gafisa and subsidiaries (*)

100

100

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

100

100

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

80

80

 

(*)  It does not include jointly-controlled investees, as detailed below:

 

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

 

48


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

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

 

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

 

 

% - Interest

Total assets

Total liabilities

Equity

Net revenue

Net income (loss) for the period

Investees

6/30/2012

12/31/2011

6/30/2012

12/31/2011

6/30/2012

12/31/2011

6/30/2012

12/31/2011

6/30/2012

6/30/2011

(Restated

6/30/2012

6/30/2011

(Restated

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

50%

50%

155,321

127,409

79,896

63,735

75,425

63,674

25,570

32,940

8,491

14,052

Gafisa SPE-77 Empreendimentos Imobiliários Ltda.

65%

65%

110,337

126,341

83,355

67,979

26,982

58,362

26,402

14,383

2,508

5,423

GAFISA SPE-48 S/A

80%

80%

66,820

85,077

10,537

31,271

56,283

53,806

4,453

4,978

2,477

(6,491)

Gafisa SPE-55 S.A.

80%

80%

65,817

78,523

16,843

28,579

48,974

49,944

10,174

28,681

(970)

5,014

FIT 13 SPE Empreendimentos Imobiliários Ltda.

50%

50%

93,495

72,859

51,526

38,080

41,969

34,779

44,771

21,277

20,181

7,127

Sítio Jatiuca Empreendimento Imobiliário SPE Ltda.

50%

50%

85,109

104,432

52,685

74,951

32,424

29,481

19,539

13,142

2,943

6,028

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

80%

80%

37,232

37,945

12,677

13,004

24,555

24,941

-

(178)

(387)

(269)

Dubai Residencial Empreendimentos Imobiliários Ltda.

50%

50%

42,965

58,560

24,992

34,745

17,973

23,815

(796)

13,882

(1,895)

3,115

Grand Park - Parque das Arvores Emp. Imob. Ltda

50%

50%

73,740

93,305

53,573

70,656

20,167

22,649

(9,779)

21,489

(8,026)

1,268

Gafisa SPE-85 Emp. Imob. Ltda.

80%

80%

95,176

84,945

72,725

66,267

22,451

18,678

13,749

21,569

3,773

885

Manhattan Square Emp. Imob. Coml 01 SPE Ltda.

50%

50%

93,639

81,266

72,982

66,974

20,657

14,292

19,019

19,006

6,365

1,213

Aram SPE Empreendimentos Imobiliários Ltda.

80%

80%

35,730

33,315

20,770

19,334

14,960

13,981

6,052

7,026

2,067

2,527

Costa Maggiore Emp. Imob. Ltda.

50%

50%

27,290

29,568

12,800

16,337

14,490

13,231

354

3,778

1,260

364

Patamares 1 Empreendimentos Imobiliários SPE Ltda.

50%

50%

54,602

41,314

35,417

28,564

19,185

12,750

26,198

10,357

6,436

2,110

O Bosque Empr. Imob. Ltda.

60%

60%

9,699

9,898

352

319

9,347

9,579

367

84

(231)

(58)

Apoena Emp. Imob. Ltda.

80%

80%

20,254

14,674

9,686

5,666

10,568

9,008

5,350

824

1,560

(454)

Grand Park - Parque das Aguas Emp. Imob. Ltda.

50%

50%

30,036

49,974

27,681

41,835

2,355

8,139

(1,351)

10,806

(5,784)

(1,471)

Parque do Morumbi Incorporadora LTDA.

80%

80%

31,240

24,417

17,518

16,370

13,722

8,047

16,958

4,178

6,631

445

Gafisa SPE-65 Empreendimentos Imobiliários Ltda.

80%

80%

35,263

35,594

24,834

27,169

10,429

8,425

5,731

9,276

2,004

(890)

Other

Several

Several

685,008

591,786

631,638

543,444

53,370

48,342

94,338

60,300

7,837

(13,570)

 

 

49


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

 

Company

Consolidated

 

As of June 30, 2011

 

Equity

Income (loss) for the period

Equity

Income (loss) for the period

 

 

 

 

As originally reported

3,772,058

38,818

3,850,343

38,818

Decrease in net operating revenue

(106,870)

(46,756)

(317,972)

(149,704)

Decrease in equity pick-up and other expenses

(180,595)

(86,702)

(1,530)

(1,530)

Increase in deferred income tax

and social contribution

22,028

19,506

53,193

36,857

Non-controlling interests

-

-

436

425

Restated

3,506,621

(75,134)

3,584,470

(75,134)

 

50


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

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

 

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

 

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

 

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

 

Statement of income:

 

 

Company

Consolidated

 

As originally reported

Adjustments

Reclassification

Restated

As originally reported

Adjustments

Reclassification

Restated

 

 

 

 

 

 

 

 

Net operating revenue

576,102

(46,756)

11,986

541,332

1,841,700

(149,704)

24,277

1,716,273

Operating costs

(503,744)

(5,306)

-

(509,050)

(1,438,012)

(1,566)

-

(1,439,578)

Gross profit

72,358

(52,062)

11,986

32,282

403,688

(151,270)

24,277

276,695

Operating income (expenses)

 

 

 

 

 

 

 

 

Selling expenses

(41,581)

-

(11,986)

(53,567)

(113,475)

-

(24,277)

(137,752)

Equity pick-up

143,087

(79,591)

-

63,496

-

-

-

-

Other operating expenses

(98,963)

(1,805)

-

(100,768)

(171,445)

36

-

(171,409)

Financial income

(41,504)

 

-

(41,504)

(59,864)

-

-

(59,864)

Tax expenses

5,421

19,506

-

24,927

(3,290)

36,857

-

33,567

Net income (loss) before non-controlling interests

38,818

(113,952)

-

(75,134)

55,614

(114,377)

-

(58,763)

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

-

-

-

-

(16,796)

425

-

(16,371)

Net income (loss) for the period

38,818

(113,952)

-

(75,134)

38,818

(113,952)

-

(75,134)

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

0.0900

(0.2642)

-

(0.1742)

 

 

 

 

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

0.0896

(0.2642)

-

(0.­­1742)

 

 

 

 

 

 

51


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

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

 

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

 

Statement of cash flows:

 

 

Company

Consolidated

 

As originally reported

Adjustments

Restated

As originally reported

Adjustments

Restated

 

 

 

 

 

 

Income (loss) before income and social contribution taxes

33,397

(133,458)

(100,061)

58,904

(151,234)

(92,330)

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

(44,625)

79,592

34,967

143,856

-

143,856

Increase/decrease in assets and liabilities

(238,512)

63,459

(175,053)

(603,024)

151,234

(385,605)

Cash used in operating activities

(249,740)

9,593

(240,147)

(400,264)

66,185

(334,079)

Cash from (used in) investing activities

29,545

1,805

31,350

70,797

-

70,797

Cash from financing activities

185,985

(11,398)

174,587

403,268

(66,185)

337,083

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

(34,210)

-

(34,210)

73,801

-

73,801

Cash and cash equivalents

 

 

 

 

 

 

At the beginning of the period

66,092

-

66,092

256,382

-

256,382

At the end of the period

31,882

-

31,882

330,183

-

330,183

Net increase (decrease) in cash and cash equivalents

(34,210)

-

(34,210)

73,801

-

73,801

 

 

52


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

3.   New pronouncement issued by the IASB

 

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

The Accounting Pronouncements Committee (CPC) has not issued the respective pronouncements and amendments related to this explanatory note of the new and revised IFRS. Because of CPC and CVM’s commitment to keeping the set of standards issued that were based on the updates made by the IASB updated, these pronouncements and amendments are expected to be issued by CPC and approved by CVM before the date of their mandatory application.

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

No new pronouncement was issued besides those disclosed in the financial statements for 2011.

 

 

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

 

4.1.    Cash and cash equivalents

 

 

Company

Consolidated

 

06/30/2012

12/31/2011

06/30/2012

12/31/2011

 

 

 

 

Cash and banks

14,284

31,116

216,386

86,628

Securities purchased under agreement to resell (a)

334

1,110

84,268

50,970

 

 

 

 

Total cash and cash equivalents

14,618

32,226

300,654

137,598

 

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

 

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

 

53


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

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

 

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

 

 

Company

Consolidated

 

06/30/2012

12/31/2011

06/30/2012

12/31/2011

 

 

 

 

Investment funds

-

-

3,979

2,686

Bank deposit certificates (a)

61,920

6,187

444,213

466,753

Restricted cash in guarantee to loans (b)

42,059

56,139

83,253

59,497

Restricted credits (c)

14,354

17,837

254,379

306,268

Other (d)

10,799

10,799

10,799

10,858

Total short-term investments,

restricted cash in guarantee to

loans and restricted credit

129,132

90,962

796,623

846,062

 

(a)   As of June 30, 2012, Bank Deposit Certificates (CDBs) include interest earned varying from  90% to 103.5% (from 75% to 110% as of December 31, 2011) of Interbank Deposit Certificates (CDI). The CDBs in which the Company invests earn interest that is usually above 98% of CDI. However, we invest in short term (up to 20 working days) through securities purchased under agreement to resell which interest is lower (from 75% of CDI). On the other hand, these investments are exempt from the tax on financial transactions (IOF), which is not the case of CDBs.

 

(b)     Restricted cash in guarantee to loans are investments in fixed-income funds, whose shares represent investments only in federal government bonds, indexed to fixed or price indexes, and inflation variation, and made available when the ratio of restricted receivables in guarantee to debentures reach 120% of the debt balance (Note 12).  R$43,383 of total refers to financial investments, with fixed interest at 101% of CDI, with grace period of 90 days, related to the assignment of receivables described in Note 5(v). See Notes 12(v) and 16(b). 

 

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

 

(d)   Additional Construction Potential Certificates (CEPACs). In fiscal year 2010, the Company acquired 22,000 Additional Construction Potential Certificates (CEPACs) in Seventh Session of the Fourth Public Auction conducted by the Municipal Government of São Paulo, related to the consortium of Água Espraiada urban operation, totaling R$16,500. At June 30, 2012 and December 31, 2011, the CEPACs, recorded in the account “Other”, in the amount of R$10,799, have liquidity, the estimated fair value approximates cost, and shall not be used in ventures to be launched in the future. During 2011, the Company allocated a portion of CEPACs to new ventures. Such issue was registered with the CVM under the No. CVM/SER/TIC/2008/002, and according to CVM Rule No. 401/2003, CEPACs are put up for public auction having as intermediary the institutions that take part in the securities distribution system.

 

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

 

54


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

5.   Trade accounts receivable of development and services

 

         

 

Company

Consolidated

 

06/30/2012

12/31/2011

06/30/2012

12/31/2011

 

 

 

 

Real estate development and sales (i)

1,432,790

1,575,751

5,108,480

5,438,850

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

(11,248)

(5,585)

(379,597)

(514,654)

( - ) Adjustments to present value

(12,766)

(19,080)

(74,699)

(109,152)

Services and construction and other receivables

36,500

9,274

13,348

11,404

 

 

 

 

 

1,445,276

1,560,360

4,667,532

4,826,448

 

 

 

 

Current

1,250,824

1,390,694

3,745,488

3,962,574

Non-current

194,452

169,666

922,044

863,874

 

The current and non-current portions fall due as follows

 

 

Company

Consolidated

Maturity

06/30/2012

12/31/2011

06/30/2012

12/31/2011

2012

667,054

1,415,359

2,695,881

4,586,380

2013

688,768

72,893

1,887,907

545,882

2014

57,566

49,829

272,965

208,766

2015

22,475

11,130

106,571

27,429

2016 onwards

33,427

35,814

158,504

81,797

 

1,469,290

1,585,025

5,121,828

5,450,254

( - ) Adjustment to present value

(12,766)

(19,080)

(74,699)

(109,152)

( - ) Allowance for doubtful account and cancelled contracts

(11,248)

(5,585)

(379,597)

(514,654)

 

1,445,276

1,560,360

4,667,532

4,826,448

         

 

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

 

Advances from clients (development and services), which exceed the revenues recorded in the period, at June 30, 2012, amount to R$39,205 (R$57,297 as of December 31, 2011) in the Company’s interim financial information and to R$147,675 (R$215,042 as of December 31, 2011) in the consolidated interim financial information, without effect of adjustment to present value, and are classified in “payables for purchase of land and advances from customers " (Note  17). 

 

 

 

55


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

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

 

Accounts receivable from completed real estate units delivered are in general subject to annual interest of 12% plus IGP-M variation, the financial income being recorded in income under the account “Revenue from real estate development". The amounts recognized for the period ended June 30, 2012 and 2011 amounted to R$29,848 and R$8,635, respectively.  

 

The balance of allowance for doubtful account and cancelled contracts, net of receivables and properties for sale, amounts to R$106,772 (consolidated) as of June 30, 2012 (R$119,824 as of December 31, 2011), is considered sufficient by Company management to cover the estimate of future losses on realization of the accounts receivable balance.  

 

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

 

 

Company

 

Allowance for doubtful

account and

cancelled contracts

 

Balance at December 31, 2011

(5,585)

Additions

(5,663)

Balance at June 30, 2012

(11,248)

 

 

Consolidated

 

Allowance for doubtful account and cancelled contracts

 

June 30, 2012

 

Receivables

Properties for

sale (Note 6)

Net

 

 

 

Balance at December 31, 2011

(514,654)

394,830

(119,824)

Additions

(5,663)

-

(5,663)

Write-offs / reversal (Notes 22 and 23)

140,720

(122,005)

18,715

Balance at June 30, 2012

(379,597)

272,825

(106,772)

 

The reversal of the adjustment to present value recognized in revenue from real estate development for the period ended June 30, 2012 amounted to R$6,314 in the Company’s statements and R$34,453 in the consolidated statements.

 

 

56


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

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

 

Receivables from units not completed were measured at present value. The discount rate applied by the Company and its subsidiaries was at 3.23% for the period ended June 30, 2012 (4.18% as of December 31, 2011), net of Civil Construction National Index (INCC)

 

(ii)     On March 31, 2009, the Company entered into a Credit Rights Investment Funds (FIDC) transaction, which consists of assignment of a portfolio comprising select residential and commercial real estate receivables arising from Gafisa and its subsidiaries. The Company assigned its receivables portfolio amounting to R$119,622 to Gafisa FIDC in exchange for cash, at the transfer date, discounted to present value, for R$88,664. The subordinated shares represented approximately 21% of the amount issued, totaling R$18,958 (present value). At June 30, 2012, it amounts to R$9,432 (Note 9). Senior and Subordinated shares receivable are indexed to IGP-M and incur interest at 12% per year.  

 

The Company consolidated Gafisa FIDC in its quarterly information. Accordingly, it discloses at June 30, 2012, receivables amounting to R$24,295 in the group of trade accounts receivable, and R$14,865, is reflected in “other payables” (Note 15), and the balance of subordinated shares held by the Company being eliminated in this consolidation process

 

57


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

5.     Trade accounts receivable of development and services —Continued

 

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

 

(iii)    On June 26, 2009, the Company entered into a CCI transaction, which consists of an assignment of a portfolio comprising select residential real estate credits from Gafisa and its subsidiaries. The Company assigned its receivables portfolio amounting to R$89,102 in exchange for cash, at the transfer date, discounted to present value, of R$69,315, classified under the account “obligations assumed on assignment of receivables”. At June 30, 2012, it amounts to R$18,388 (R$24,791 as of December 31, 2011) (Note 13). 

 

 

 

58


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

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

 

(iv)   On June 27, 2011, the Company and its subsidiaries entered into a Definitive Assignment of Real Estate Receivables Agreement (CCI). The purpose of said Assignment Agreement is the definitive assignment by the assignor to the benefit of the assignee. The assignment relates to a portfolio comprising select residential real estate receivables performed and to be performed arising out of Gafisa and its subsidiaries. The assigned portfolio of receivables amounts to R$203,915 (R$185,210 – Gafisa’s interest) in exchange for cash, at the transfer date, discounted to present value, for R$171,694 (R$155,889 – Gafisa’s interest), recorded under the account “obligations assumed on the assignment of receivables”. As of June 30, 2012, the balance of this transaction is R$37,417 in the Company’s interim financial information and R$123.641 in the consolidated interim financial information (Note 13).

 

(v)    On September 29, 2011, the Company and its subsidiaries entered into a Private Instrument for Assignment of Real Estate Receivables and Other Covenants. The purpose of said assignment agreement is the assignment by the assignor (“Company”) to the assignee of the select portfolio of residential real estate receivables performed or to be performed from Gafisa and its subsidiaries, comprising the financial flow of the portfolio (installments, charges and the portion related to the handover of keys). The amount of real estate receivables assignment paid by the Assignee amounts to R$238,356 (R$221,376 - Gafisa’s interest). The assignment amount will be settled by the Assignee by offsetting the Housing Financial System (SFH) debt balance of the own bank and the remaining balance will be settled by issuance of Bank Deposit Certificate (CDB) in favor of the Company in the amount of R$43,383 (Note 4.2(b)). The financial investment - CDB – has grace period of 90 days before released, as mentioned in Note 4.2(a). As of June 30, 2012, the balance of this transaction amounts to R$59,385 in the Company’s interim financial information and R$65.914 in the consolidated interim financial information (Note 13).

 

(vi)   The Company and its subsidiaries entered into on December 22, 2011, a Definitive Assignment of Real Estate Receivables Agreement (CCI). The subject of such assignment agreement is the definitive assignment by the assignor to the assignee a portfolio comprising select residential real estate receivables performed and to be performed from Gafisa and its subsidiaries. The assigned portfolio of receivables amounts to R$72,384 in exchange for cash at the transfer date, discounted to present value, by R$60,097, classified into the account “obligations assumed on assignment of receivables”. As of June 30, 2012, the balance of this transaction is R$34,900 in the Company’s interim financial information and R$54,189 in the consolidated interim financial information (Note 13).

 

59


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

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

 

(vii)  The Company and its subsidiaries entered into on May 9, 2012 a Definitive Assignment of Real Estate Receivables Agreement (CCI), which subject assignment agreement is the definitive assignment by the assignor to the assignee of a portfolio comprising select residential real estate receivables performed and to be performed from Gafisa and its subsidiaries. The assigned portfolio of receivables amounts to R$64,887 in exchange for cash at the transfer date, discounted to present value, by R$45,225, classified into the account “obligations assumed on assignment of receivables”, and the subscription of Subordinated CRI for the unit value of R$1,809. As of June 30, 2012, the balance of this transaction is R$15,709 in the Company’s information and R$52,440 in the consolidated interim financial information (Note 13).

 

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

 

The total balance of the assignment of receivables, recorded in current and non current liabilities, as of June 30, 2012 is R$178,569 (R$296,909 as of December 31, 2011) in the Company’s interim financial information and R$365,449 (R$501,971 as of December 31, 2011) in the consolidated interim financial information (Note 13). 

 

6.   Properties for sale

 

 

Company

Consolidated

 

06/30/2012

12/31/2011

06/30/2012

12/31/2011

 

 

 

 

 

Land

493,907

582,952

862,724

1,209,400

( - ) Provision for realization of land

(2,594)

(6,643)

(19,248)

(50,049)

( - ) Adjustment to present value

(2,378)

(3,633)

(3,738)

(8,183)

Property under construction

294,828

305,162

1,113,287

1,181,950

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

-

-

272,825

394,830

Completed units

18,987

32,609

209,703

119,342

 

 

 

 

 

802,750

910,447

2,435,553

2,847,290

 

 

 

 

Current portion

693,143

504,489

2,053,171

2,049,084

Non-current portion

109,607

405,958

382,382

798,206

 

 

 

60


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

 

6.   Properties for sale--Continued 

 

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

 

 

Company

Consolidated

 

Provision for realization of land

 

 

Balance at December 31, 2011

(6,643)

(50,049)

Additions

(229)

(229)

Write-offs

4,278

7,551

Transfer to land for sale (Note 8)

-

23,479

Balance at June 30, 2012

(2,594)

(19,248)

 

The Company has undertaken commitments to build units in exchange for land, accounted for based on the fair value of the bartered units at acquisition date. At June 30, 2012, the net balance of land acquired through barter transactions amounts to R$21,418 (R$30,111 as of December 31, 2011), in the Company’s interim financial information and R$51,096 (R$83,506 as of December 31, 2011) in the consolidated interim financial information (Note 17).

 

As disclosed in Note 11, the balance of capitalized financial charges at June 30, 2012 amounts to R$134,984 in the Company’s interim financial information and R$241,875 in the consolidated interim financial information.

 

The adjustment to present value in the property for sale balance refers to the contra-entry to the adjustment to present value of payables for purchase of land with no income statement effect (Note 17). The total amount of the reversal of the adjustment to present value recognized in the costs of real estate development in the period ended June 30, 2012 amounts to R$534 in the Company’s interim financial information and R$662 in the consolidated interim financial information.

 

7.   Other accounts receivable and others

 

 

Company

Consolidated

 

06/30/2012

12/31/2011

06/30/2012

12/31/2011

 

 

 

 

 

Advances to suppliers

3,326

1,080

9,221

7,309

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

30,114

35,588

54,268

85,057

Judicial deposit (Note 16)

95,833

85,702

123,087

108,436

Other

63

2

8,364

3,426

 

 

 

 

 

129,336

122,372

194,940

204,228

 

 

 

 

Current portion

23,121

26,503

84,016

60,378

Non-current portion

106,215

95,869

110,924

143,850

 

61


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

8.   Land available for sale

 

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

 

 

Consolidated

Company

Cost

Provision for impairment

Net balance

 

Balance at December 31, 2011

Transfer of properties for sale (Note 6)

Reversal / Write-offs 

Balance at June 30, 2012

Balance at December 31, 2011

Additions

Reversal / Write-offs 

Transfer of properties for sale (Note 6)

Balance at June 30, 2012

Balance at June 30, 2012

 

 

 

 

 

 

 

 

 

 

 

Gafisa and SPEs

93,464

40,444

(40,779)

93,129

(27,495)

-

5,266

-

(22,229)

70,900

Tenda and SPEs

41,730

109,991

(9,496)

142,225

(14,511)

-

8,305

(23,479)

(29,685)

112,540

 

 

 

 

 

 

 

 

 

 

135,194

150,435

(50,275)

235,354

(42,006)

-

13,571

(23,479)

(51,914)

183,440

 

9.   Investments in subsidiaries

 

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

 

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

 

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

 

62


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

9.   Investments in subsidiaries--Continued 

 

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

63


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

9.   Investments in subsidiaries--Continued 

 

(i)      Ownership interest

 

(a)    Information on subsidiaries and jointly-controlled investees

 

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Income (loss) for the period

Investments (provision for capital deficiency)

Equity pick-up

Direct investees

06/30/2012

12/31/2011

06/30/2012

06/30/2012

06/30/2012

12/31/2011

06/30/2012

06/30/2011

06/30/2012

12/31/2011

06/30/2012

06/30/2011

     

 

 

 

 

 

 

 

 

 

 

Construtora Tenda S.A.

100

100

3,644,813

2,158,587

2,040,094

2,083,237

(43,142)

(29,040)

2,040,094

2,083,237

(43,142)

(29,040)

Alphaville Urbanismo S.A.

60

60

1,014,652

691,348

404,130

326,272

59,134

79,990

242,478

195,763

34,403

48,431

Shertis Emp. Part. S.A.

100

100

88,496

16,852

76,644

65,177

11,468

16,144

76,644

65,177

11,468

16,144

Gafisa SPE 89 Emp. Im. Ltda.

100

100

260,375

201,377

60,160

59,463

7,397

2,883

60,160

59,463

7,397

2,883

Cipesa Empreendimentos Imobiliários S.A.

100

100

104,548

55,646

48,902

58,331

1,252

60

48,902

58,331

1,252

59

Gafisa SPE 48 S.A. (d)

80

80

66,820

10,537

57,197

54,502

2,477

-

45,757

43,741

1,982

-

Gafisa SPE 51 Emp. Im. Ltda. (d) 

100

100

93,668

57,790

42,262

37,801

(1,918)

-

42,262

37,801

(1,918)

-

Gafisa SPE 41 Emp. Im. Ltda.

100

100

56,915

24,426

32,489

32,505

(16)

351

32,489

32,505

(16)

351

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

50

50

155,321

79,896

75,425

63,674

8,491

14,052

37,713

31,837

5,876

7,779

Sítio Jatiuca Emp Im.SPE Ltda.

50

50

85,109

52,685

62,827

44,683

2,943

6,028

31,414

29,942

1,472

3,014

Verdes Praças Inc. Im. SPE Ltda.

100

100

31,175

4,560

26,615

26,875

(260)

74

26,615

26,875

(260)

74

Gafisa SPE 50 Emp. Im. Ltda.

100

100

45,446

34,643

27,138

25,654

1,269

(2,829)

27,138

25,654

1,269

(2,828)

Gafisa SPE 47 Emp. Im. Ltda.

80

80

37,232

12,677

31,042

30,079

(387)

(269)

24,833

25,091

(309)

(215)

Gafisa SPE 30 Emp. Im. Ltda.

100

100

37,270

19,026

18,244

18,599

(355)

53

18,244

18,599

(355)

53

Gafisa SPE 85 Emp. Im. Ltda.

80

80

95,176

72,725

26,506

21,922

3,773

885

21,205

18,186

3,019

708

Gafisa SPE 116 Emp. Im. Ltda.

50

100

63,743

63,771

63,690

17,968

2

(36)

31,845

17,983

1

(19)

FIT 13 SPE Emp. Imob. Ltda.

50

50

93,495

51,526

42,499

35,123

20,181

7,127

21,250

17,733

10,091

3,564

Gafisa FIDC (Nota 5 (ii))

100

100

24,297

14,865

9,432

17,466

-

-

9,432

17,466

-

-

Gafisa SPE 32 Emp. Im. Ltda.

100

100

39,430

32,893

16,332

16,522

(1,085)

(2,215)

16,332

16,522

(1,085)

(2,216)

Gafisa SPE 72 Emp. Im. Ltda.

100

100

87,799

75,088

21,479

14,892

1,801

3,754

21,479

14,892

1,801

3,754

Aram SPE Emp. Imob. Ltda

80

80

35,730

20,770

18,783

17,040

2,067

2,527

15,026

14,241

784

2,021

Costa Maggiore Emp. Im. Ltda.

50

50

27,290

12,800

25,625

18,915

1,260

364

12,813

12,299

630

266

Dubai Residencial Emp Im. Ltda.

50

50

42,965

24,992

22,585

23,815

(1,895)

3,115

11,293

11,908

(921)

939

Gafisa SPE 71 Emp. Im. Ltda.

80

80

43,719

38,051

16,506

12,863

(960)

(3,282)

13,205

11,537

(768)

(2,626)

Gafisa SPE 110 Emp. Im. Ltda.

100

100

42,837

30,646

12,191

11,470

721

2,565

12,191

11,470

721

2,565

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

50

50

73,740

53,573

20,167

22,649

(8,026)

1,268

10,083

11,324

(4,013)

(1,525)

SPE Pq Ecoville Emp Im S.A.

50

50

87,637

75,155

28,641

13,752

6,810

7,725

14,321

10,916

3,405

3,862

Gafisa SPE 46 Emp. Im. Ltda.

60

60

21,979

17,392

17,105

11,492

1,086

656

10,263

10,092

652

394

Gafisa SPE 38 Emp. Im. Ltda.

100

100

22,079

12,731

9,348

9,424

(76)

82

9,348

9,424

(76)

82

Gafisa SPE 42 Emp. Im. Ltda.

100

100

28,272

19,591

9,443

9,344

(664)

(1,269)

9,443

9,344

(664)

(1,269)

 

64


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

9.   Investments in subsidiaries--Continued 

 

(i)      Ownership interest--Continued 

 

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

 

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Income (loss) for the period

Investments (provision for capital deficiency)

Equity pick-up

Direct investees

6/30/2012

12/31/2011

06/30/2012

06/30/2012

06/30/2012

12/31/2011

06/30/2012

06/30/2011

06/30/2012

12/31/2011

06/30/2012

06/30/2011

   

 

 

   

 

 

   

 

 

Apoena SPE Emp Im S.A.

80

80

20,254

9,686

11,218

11,128

1,560

(1,036)

8,974

9,326

1,248

(422)

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

50

50

26,870

36,419

22,849

3,458

2,052

(8,728)

11,425

9,259

1,026

(4,364)

Gafisa SPE 70 Emp. Im. Ltda.

-

55

-

-

-

15,425

(13)

(138)

-

9,216

(14)

(76)

Gafisa SPE 73 Emp. Im. Ltda.

80

80

13,603

10,990

13,318

9,953

(1,988)

(1,418)

10,655

9,033

(1,590)

(1,134)

Gafisa SPE 36 Emp. Im. Ltda.

100

100

55,786

46,473

9,313

8,919

393

989

9,313

8,919

393

989

Parque do Morumbi Incorporadora Ltda.

80

80

31,240

17,518

15,377

9,371

6,631

445

12,302

7,761

7,741

474

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

50

50

93,639

72,982

33,212

14,785

6,365

1,213

16,606

7,639

3,182

1,223

Jardim I Plan., Prom.Vd Ltda.

100

100

21,512

14,536

6,976

7,425

(448)

(1,822)

6,976

7,425

(448)

(1,822)

Gafisa SPE 65 Emp. Im. Ltda.

80

80

35,263

24,834

14,271

9,009

2,004

(892)

11,417

7,324

1,603

(713)

Gafisa SPE 53 Emp. Im. Ltda.

100

100

24,341

19,259

8,455

6,778

309

(2,030)

8,455

6,778

309

(2,030)

Gafisa SPE 22 Emp. Im. Ltda.

100

100

7,841

1,327

6,514

6,661

(147)

(204)

6,514

6,661

(147)

(204)

Patamares 1 Emp. Imob. Ltda

50

50

54,602

35,417

19,185

12,750

6,436

2,110

9,593

6,375

3,218

1,001

O Bosque Empr. Imob. Ltda.

60

60

9,699

352

9,514

9,679

(231)

(58)

5,708

5,847

(139)

667

Gafisa SPE 35 Emp. Im. Ltda.

100

100

17,035

12,228

4,807

5,240

(433)

107

4,807

5,240

(433)

107

Gafisa SPE 39 Emp. Im. Ltda.

100

100

17,447

12,303

5,144

5,149

(5)

363

5,144

5,149

(5)

363

Grand Park - Parque das Aguas Emp Im Ltda.

50

50

30,036

27,681

2,355

8,139

(5,784)

(1,471)

1,177

4,070

(2,892)

(541)

Gafisa SPE 37 Emp. Im. Ltda.

100

100

15,243

11,116

4,127

4,046

81

(124)

4,127

4,046

81

(124)

Gafisa SPE 118 Emp. Im. Ltda.

100

100

3,384

3

3,381

3,381

-

-

3,381

3,381

-

-

Gafisa SPE 113 Emp. Im. Ltda.

60

100

11,047

5,753

5,294

5,578

(284)

(955)

3,176

3,347

(170)

(955)

OCPC01 adjustment – capitalized interests (e)

-

-

-

-

-

-

2,052

-

27,914

25,035

9,428

-

Other

-

-

2,389,433

1,590,810

63,012

33,985

10,858

8,746

41,999

29,211

1,151

21,856

Subtotal

 

 

9,430,303

5,986,306

3,621,823

3,392,368

102,756

105,860

3,203,935

3,134,293

56,238

71,500

 

 

 

 

 

 

 

 

 

 

 

 

Other investments (a) 

 

 

 

 

 

 

 

 

308,160

298,927

-

-

Goodwill on acquisition of subsidiaries (b) 

 

 

 

 

 

 

 

 

171,604

183,113

-

-

Total investments

 

 

 

 

 

 

 

 

3,683,699

3,616,333

56,238

71,500

 

65


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

9.   Investment in subsidiaries--Continued 

 

(i)      Ownership interest --Continued 

 

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

 

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Income (loss) for the period

Investments (provision for capital deficiency)

Equity pick-up

Direct investees

6/30/2012

12/31/2011

06/30/2012

06/30/2012

06/30/2012

12/31/2011

06/30/2012

06/30/2011

06/30/2012

12/31/2011

06/30/2012

06/30/2011

Provision for capital deficiency (c): 

 

 

 

 

 

 

 

 

 

 

 

 

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

50

50

190,331

213,780

(23,449)

(22,371)

(1,078)

(1,597)

(11,725)

(11,186)

(539)

(103)

Gafisa SPE 123 Emp. Im. Ltda.

100

100

21,908

24,698

(2,790)

(2,571)

(218)

-

(2,790)

(2,571)

(218)

-

Gafisa SPE 121 Emp. Im. Ltda.

100

100

8,264

11,785

(3,521)

(1,605)

(1,916)

-

(3,521)

(1,605)

(1,916)

-

Gafisa SPE 83 Emp. Im. Ltda.

100

100

2,654

3,975

(1,321)

(1,110)

(211)

(201)

(1,321)

(1,110)

(211)

(201)

Península SPE1 S.A.

50

50

8,904

11,078

(2,044)

(2,244)

135

(216)

(1,022)

(1,090)

68

(108)

Other

-

-

173,393

190,615

(7,765)

(2,637)

(1,564)

(13,428)

(6,690)

(1,924)

(1,331)

(7,592)

Total reserve for capital deficiency

 

 

405,454

455,931

(40,890)

(32,538)

(4,852)

(15,442)

(27,069)

(19,486)

(4,147)

(8,004)

 

 

 

 

 

 

 

 

 

 

 

 

Total equity pick-up

 

 

 

 

 

 

 

 

 

 

52,091

63,496

 

(a)   As a result of the establishment in January 2008 of a unincorporated partnership (SCP), the Company holds interests in such company that as of June 30, 2012 amounts to R$308,160 (December 31, 2011 - R$298,927) - Note 14.

(b)   See composition in Note 10.

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

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

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

 

(b)    Change in investments

 

Opening balance at December 31, 2011

3,616,333

Equity pick-up

52,091

Capital contribution

16,790

Advance for future capital increase

36,902

Acquisition/sale of interest

(7,574)

Dividends receivable

(19,260)

Other investments

7,960

FIDC - Note 5 (ii)

(8,034)

Write-off of Cipesa goodwill for sale of land

(11,509)

Balance at June 30, 2012

3,683,699

66


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

10. Intangible assets

 

The intangible assets breakdown is as follows:

 

 

Company

 

12/31/2011

 

 

06/30/2012

 

Balance

Addition

Write-down

Balance

Software – Cost

43,237

7,147

(85)

50,299

Software – Amortization

(21,850)

(3,489)

-

(25,339)

Organization

expenditures

9,582

-

(1,412)

8,170

 

30,969

3,658

(1,497)

33,130

 

 

Consolidated

 

12/31/2011

 

 

06/30/2012

 

Balance

Addition

Write-down

Balance

Goodwill

 

 

 

 

AUSA (Note 9)

152,856

-

-

152,856

Cipesa (Note 9)

40,687

-

-

40,687

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

(10,430)

(11,509)

-

(21,939)

 

183,113

(11,509)

-

171,604

Other intangible assets

 

 

 

 

Software – Cost

60,490

11,273

-

71,763

Software – Amortization

(27,839)

(5,497)

-

(33,336)

Organization expenditures

13,720

-

(1,754)

11,966

 

46,371

5,776

(1,754)

50,393

 

 

 

 

 

229,484

(5,733)

(1,754)

221,997

 

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

 

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

 

 

67


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

11. Loans and financing

 

 

 

 

Company

Consolidated

Type of operation

Original Maturity

Annual interest rate

06/30/2012

12/31/2011

06/30/2012

12/31/2011

 

 

 

 

 

 

 

Certificate of Bank Credit – CCB (i)

August 2013 to June 2017

1.30 % to 2.20% + CDI

745,100

775,389

896,548

937,019

Promissory notes (ii)

December 2012

125% to 126% of CDI

239,691

231,068

239,691

231,068

National Housing System (i)

April 2012 to August 2015

TR + 8.30 % to 12.00%

189,298

156,911

936,597

684,642

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

April 2013

TR + 12%

2,124

3,125

2,124

3,881

 

 

 

1,176,213

1,166,493

2,074,960

1,856,610

 

 

 

 

 

 

Current portion

 

 

511,768

721,788

944,377

1,135,543

Non-current portion

 

 

664,445

444,705

1,130,583

721,067

             

 

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

 

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

 

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

 

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

 

(ii)   On December 5, 2011, the public distribution with restrict efforts of the 2nd issuance of commercial promissory notes was approved in two series, the 1st in the amount of R$150,000 and the 2nd in the amount of R$80,000, totaling R$230,068. As of June 30, 2012, the issuance balance is R$239,691. The issuance count on covenants mainly related to the fulfillment of leverage and liquidity ratios of the Company. These covenants were complied with on June 30, 2012.

 

Rates

 

·   CDI - Interbank Deposit Certificate

·   TR - Referential Rate

 

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

 

 

Company

Consolidated

Maturity

06/30/2012

12/31/2011

06/30/2012

12/31/2011

2012

387,434

721,788

710,979

1,135,543

2013

228,370

49,208

541,591

215,263

2014

318,839

163,174

487,561

222,693

2015

134,304

126,982

200,164

152,006

2016 forwards

107,266

105,341

134,665

131,105

 

1,716,213

1,166,493

2,074,960

1,856,610

 

68


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

11. Loans and financing --Continued 

 

As of June 30, 2012, the Company and its subsidiaries have credit lines approved and not used for 45 ventures amounting to R$417,007 (Company – not reviewed) and R$1,686,440 (consolidated – not reviewed).

 

Loans and financing are guaranteed by sureties of the Company, mortgage of the units, as well as collaterals of receivables, and the inflow of contracts already signed on future delivery of units amounting to R$3,401,589 as of June 30, 2012 (R$3,806,586 as of December 31, 2011).

 

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

 

Financial expenses of loans, financing and debentures (Note 12) are capitalized at cost of each venture, according to the use of funds, and transferred to the income statement based on the criteria adopted for recognizing revenue, as shown below. The capitalization rate used in the determination of costs of loans eligible to capitalization varied from 8.59% to 10.54% as of June 30, 2012 (11.61% as of December 31, 2011).

 

 

Company

Consolidated

 

06/30/2012

06/30/2011

06/30/2012

06/30/2011

 

(restated)

 

(restated)

Total financial expenses for the period

169,312

107,888

252,439

209,942

Capitalized financial charges

(67,291)

(45,555)

(113,224)

(103,717)

 

 

 

 

Financial expenses (Note 24)

102,021

62,333

139,215

106,225

 

 

 

 

Financial charges included in “Properties for sale”

 

 

 

 

 

 

 

 

Opening balance (Note 6)

108,450

116,287

221,814

146,541

Capitalized financial charges

67,291

45,555

113,224

103,717

Charges appropriated to income

(40,757)

(67,070)

(93,163)

(95,298)

 

 

 

 

Closing balance (Note 6)

134,984

94,772

241,875

154,960

 

69


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

12. Debentures

 

 

 

 

 

Company

Consolidated

Program/placement

Principal - R$

Annual interest

Original final maturity

06/30/2012

12/31/2011

06/30/2012

12/31/2011

 

 

 

 

 

 

 

Third program /first placement - Fifth placement (i)

250,000

107.20% of CDI

June 2013

129,842

253,592

129,842

253.592

Sixth placement (ii)

100,000

CDI + 1.50%

June 2014

131,730

124,851

131,730

124.851

Seventh placement (iii)

600,000

TR + 10.20%

December 2014

600,555

601,234

600,555

601.234

Eighth placement /first placement (v)

288,427

CDI + 1.95%

October 2015

292,552

293,819

292,552

293.819

Eighth placement / second placement (v)

11,573

IPCA + 7.96%

October 2016

13,519

12,680

13,519

12.680

First placement (Tenda) (iv)

600,000

TR + 8.22%

April 2014

-

-

612,583

613.024

 

 

 

 

1,168,198

1,286,176

1,780,781

1.899.200

 

 

 

 

 

 

 

Current portion

 

 

 

288,874

1,286,176

601,672

1.899.200

Non-Current portion

 

 

879.324

-

1,179,109

-

               

 

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

 

 

Company

Consolidated

Maturity

06/30/2012

12/31/2011

06/30/2012

12/31/2011

2012

10,615

1,286,176

173,413

1,899,200

2013

426,041

-

725,826

-

2014

574,533

-

724,533

-

2015

149,932

-

149,932

-

2016 onwards

7,077

-

7,077

-

 

1,168,198

1,286,176

1,780,781

1,899,200

 

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

 

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

 

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

 

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

 

(iv)    On April 14, 2009, the subsidiary Tenda obtained approval for its 1st Debenture Placement Program, which allowed it to place up to R$600,000 in non-convertible simple subordinated debentures, in a single and undivided lot, secured by a floating and additional guarantee, with semi-annual maturities between October 1, 2012 and April 1, 2014. The funds raised through the placement shall be exclusively used in the finance of real estate ventures focused only in the popular segment.

 

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

 

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

 

As mentioned in Note 4.2, the balance of restricted cash in guarantee to loans in investment funds in the amount of R$83,253 at June 30, 2012 (R$59,497 as of December 31, 2011) is pledged to cover the ratio of restrictive debenture covenants.

 

 

70


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

12. Debentures--Continued 

 

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

 

 

06/30/2012

12/31/2011

Fifth placement (b)

 

 

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

n/a

78.79%

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

2.38 times

n/a

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

n/a

3,48 times

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

23.15%

32.94%

 

 

 

Seventh placement (a)

 

 

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

n/a

3.25 times

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

19.00 times

14.27 times

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

22.17%

31.8%

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

1.87 times

1.74 times

 

 

 

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

 

 

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

15.04 times

14.27 times

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

22.17%

31.8%

 

 

 

First placement – Tenda (a)

 

 

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

n/a

39.35 times

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

-5.12

-6.5

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

-33.12%

-40.83%

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

3.29%

2.57 times

 

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

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

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

(4)   Total receivables.

(5)   Total inventory.

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

 

 

 

71


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

12. Debentures—Continued 

 

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

 

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

 

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

 

6.2.1.

(...)

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

 

Total Receivables + Unappropriated Income + Total Inventory > 1.5

Net Debt + Properties Payable + Unappropriated Cost

 

 

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

 

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

 

 

72


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

12. Debentures—Continued 

 

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

 

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

 

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

                                   Equity       

 

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

                           Total Debt     

 

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

 

(...)

 

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

 

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

 

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

 

73


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

12. Debentures—Continued 

 

Default on CCB restrictive covenants and waiver

 

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

 

13. Obligations assumed on assignment of receivables

 

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

 

 

Company

Consolidated

 

06/30/2012

12/31/2011

06/30/2012

12/31/2011

 

 

 

 

 

Assignment of receivables:

 

 

 

 

CCI obligation Jun/09 - Note 5(iii)

-

-

18,388

24,791

CCI obligation Jun/11 - Note 5(iv)

37,417

46,283

123,641

169,793

CCI obligation Sep/11 - Note 5(v)

59,385

171,210

65,914

188,191

CCI obligation Dec/11 - Note 5(vi)

34,900

47,505

54,189

72,384

CCI obligation May/12 - Note 5(vii)

15,709

-

52,440

-

Other

31,158

31,911

50,877

46,812

 

178,569

296,909

365,449

501,971

 

 

 

 

Current portion

31,626

32,567

69,734

70,745

Non-current potion

146,943

264,342

295,715

431,226

 

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

 

14. Payables to venture partners

 

 

Company

Consolidated

 

06/30/2012

12/31/2011

06/30/2012

12/31/2011

 

 

 

 

 

Payable to venture partners (a)

200,000

300,000

263,471

401,931

Usufruct of shares (b)

35,183

39,963

66,297

71,255

 

 

 

 

 

235,183

339,963

329,768

473,186

 

 

 

 

Current portion

110,555

139,907

158,234

219,796

Non-current portion

124,628

200,056

171,534

253,390

 

 

 

 

74


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

14. Payables to venture partners--Continued 

 

(a)   In relation to the individual financial statements, in January 2008, the Company formed an unincorporated venture (SCP), the main objective of which is to hold interest in other real estate development companies, as mentioned in Note 9 (i) (a). As of June 30, 2012, the SCP received contributions of R$213,084 (represented by 13,084,000 Class A units of interest fully paid-in by the Company and 200,000,000 Class B units of interest from the other venture partners). The SCP will preferably use these funds to acquire equity investments and increase the capital of its investees. As a result of this operation, due to the prudence and considering that the decision to invest or not is made jointly by all members, thus independent from Company management decision, as of June 30, 2012 payables to venture partners were recognized in the amount of R$200,000, maturing on January 31, 2014. The venture partners receive an annual declared dividend substantially equivalent to the variation in the Interbank Deposit Certificate (CDI) rate; as of June 30, 2012, the amount accrued totaled R$7,855. The SCP's charter provides for the compliance with certain covenants by the Company, in its capacity as lead partner, which include the maintenance of minimum indices of net debt and receivables. At a meeting of the venture partners held on February 2, 2012, they decided to reduce the SCP capital by 100,000,000 Class B units and, as consequence of this resolution, the SCP paid R$100,000 to the partners that held such units. As of June 30, 2012, the SCP and the Company is in compliance with these clauses

 

In the consolidated financial statements, in April 2010, the subsidiary Alphaville Urbanismo S.A. paid-in the capital of an entity, the main objective is the holding of interest in other companies, which shall have as main objective the development and carrying out of real estate ventures. As of June 30, 2012, this entity subscribed capital and paid-in capital reserve amounting to R$161,720 (comprising 81,719,641 common shares held by the Company and 80,000,000 preferred shares held by other shareholders). As a result of this transaction, due to prudence and taking into consideration the rights to which the holders of preferred shares are entitled, such as payment of fixed dividends and redemption, as of June 30, 2012, payables to investors/venture partners are recognized at R$53,333 (net of the payment mentioned below), with final maturity on March 31, 2014. The preferred shares shall pay cumulative fixed dividends, substantially equivalent to the variation of the General Market Prices Index (IGP-M) plus 7.25% p.a. As of June 30, 2012, the balance accrued amounts to R$2,283. The Company’s articles of incorporation sets out that certain matters shall be submitted for approval from preferred shareholders through vote, such as the rights conferred by such shares, increase or reduction in capital, use of profits, set up and use of any profit reserve, and disposal of assets. On April 2, 2012, the Company paid R$26,667 to partners who hold preferred shares. As of June 30, 2012, the Company is in compliance with the above-described clauses

 

Dividends are reclassified as financial expenses in the financial statements

 

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

 

15. Other obligation

 

 

Company

Consolidated

 

06/30/2012

12/31/2011

06/30/2012

12/31/2011

 

 

 

 

Acquisition of interests

2,286

2,286

20,566

20,560

Provision for penalties for delay in

construction works

10,242

12,675

56,132

51,211

Cancelled contract payable

2,042

3,662

50,008

88,279

FIDC payable (a)

-

-

14,865

2,950

Provision for warranty

26,173

25,009

55,999

53,715

Deferred sales taxes (PIS and COFINS)

44,556

29,596

64,821

137,074

Provision for net capital deficiency (Note 9)

27,069

19,486

-

-

Other liabilities

19,975

42,548

75,501

63,282

 

 

 

 

 

 

132,343

135,262

337,892

417,071

 

 

 

 

 

Current portion

77,125

98,773

204,270

274,214

Non-current portion

55,218

36,489

133,622

142,857

 

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

 

 

75


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

16. Provisions for legal claims and commitments

 

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

 

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

 

Company

Civil claims (i)

Tax claims (ii)

Labor claims (iii)

Total

Balance at December 31, 2011

91,735

1,894

14,968

108,597

Additional provision

5,601

-

9,334

14,935

Payment and reversal of provision not used

(2,596)

(358)

(7,035)

(9,989)

Balance at June 30, 2012

94,740

1,536

17,267

113,543

 

 

 

 

Current portion

20,064

1,536

17,267

38,867

Non-current portion

74,676

-

-

74,676

 

Consolidated

Civil claims (i)

Tax claims (ii)

Labor claims (iii)

Total

Balance at December 31, 2011

114,177

15,852

39,760

169,789

Additional provision

14,241

131

18,860

33,232

Payment and reversal of provision not used

(8,284)

(452)

(10,524)

(19,260)

Balance at June 30, 2012

120,134

15,531

48,096

183,761

 

 

 

 

 

Current portion

20,064

1,536

17,267

38,867

Non-current portion

100,070

13,995

30,829

144,894

 

(a)    Civil, tax and labor claims

 

As of June 30, 2012, the provisions related to civil claims include R$74,676 related to lawsuits in which the Company is included as successor in enforcement actions and in which the original debtor is a former shareholder of Gafisa, Cimob Companhia Imobiliária (“Cimob”), among other companies. The plaintiff understands that the Company should be liable for the debts of Cimob. Some lawsuits, amounting to R$5,157, are backed by guarantee insurance; in addition, there are judicial deposits amounting to R$57,983, in connection with the restriction of the usage of the Gafisa’s bank account; and there is also the restriction referring to the use of Gafisa’s treasury stock to guarantee the enforcement as well.

76


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

16. Provisions for legal claims and commitments--Continued 

 

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

 

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

 

(i)     The subsidiary AUSA is a party to legal and administrative claims related to Excise Tax (IPI) and State VAT (ICMS) on two imports of aircraft in 2001 and 2005, respectively, under leasing agreements without purchase option. The likelihood of loss in the ICMS case is rated by legal counsel as (i) Probable in regard to the principal and interest, and (ii) Remote in regard to the fine for noncompliance with accessory liabilities. The amount of contingency, rated by legal counsel as a probable loss, amounts to R$12,094 and is provisioned at June 30, 2012.

 

(ii)    As of June 30, 2012, the Company was subject to labor lawsuits, which had the most varied characteristics and at various court levels and is awaiting judgment. These claims corresponded to a total maximum risk of R$150,211. Based on the opinion of the Company’s legal counsel and the expected favorable outcome, and on the negotiation that shall be made, the provisioned amount is considered sufficient by management to cover expected losses.

 

As of June 30, 2012, the Company and its subsidiaries have judicially deposited the amount of R$95,833 (R$85,702 as of December 31, 2011) in the Company’s interim financial information, and R$123,087 (R$108,436 as of December 31, 2011) in the consolidated interim financial information (Note 7) in connection with the aforementioned legal claims.

 

 

77


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

16. Provisions for legal claims and commitments--Continued 

 

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

 

(iii)   Environmental risk

 

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

 

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

 

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

 

In addition, as of June 30, 2012, the Company and its subsidiaries are aware of other claims and civil, labor and tax risks. According to the opinion of the legal counsel, the likelihood of loss is rated as possible, in the amount of R$629,844 (R$489,549 as of December 31, 2011), based on average past outcomes adjusted to current estimates, for which the Company’s Management believes it is not necessary to recognize a provision for occasional losses. The change in the period was caused by the higher volume of lawsuits and review of the involved amounts.

 

     

Consolidated

Civil claims

Tax claims

Labor claims

Total

461,740

56,245

111,859

629,844

 

 

 

 

 

 

78


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

16. Provisions for legal claims and commitments--Continued 

 

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

 

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

 

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

 

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

 

(c)    Commitments 

 

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

 

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

 

(ii)    As of June 30, 2012, the Company, through its subsidiaries, has long-term obligations in the amount of R$25,040 (R$24,858 as of December 31, 2011), related to the supply of the raw material used in the development of its real estate ventures.

 

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

 

79


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

17. Obligations for purchase of properties and advances from customers

 

 

Company

Consolidated

 

06/30/2012

12/31/2011

06/30/2012

12/31/2011

 

 

 

 

 

Obligations for purchase of properties

147,617

203,284

365,614

493,176

Adjustment to present value

(2,644)

(4,433)

1,073

(4,034)

Advances from customers

 

 

 

 

Development and sales - Note 5(i)

39,205

57,297

147,675

215,042

Barter transaction - Land (Note 6)

21,418

30,111

51,096

83,506

 

 

 

 

 

 

205,596

286,259

565,458

787,690

 

 

 

 

 

Current portion

158,224

232,792

451,129

610,555

Non-current portion

47,372

53,467

114,329

177,135

 

 

18. Equity 

 

18.1.  Capital

 

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

 

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

 

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

 

Treasury shares - 06/30/2012

Type

GFSA3 common

R$

%

R$ thousand

R$ thousand

Acquisition date

Number

Weighted average price

% - on shares outstanding

Market value

Carrying amount

11/20/2001

599,486

2.8880

0.14%

1,577

1,731

 

(*)   Market value calculated based on the closing share price at June 30, 2012 of R$2.63, not considering volatilities.

 

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

 

80


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

18. Equity --Continued 

 

18.1.  Capital --Continued 

 

 

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

                                                                                                                                                                           

 

Common shares - In thousands

December 31, 2011

432,099

Treasury shares

600

Authorized shares at December 31, 2011

432,699

 

 

Exercise of stock option

173

 

 

Authorized shares at June 30, 2012

432,872

 

 

Weighted average shares outstanding

432,158

 

 

18.2.  Allocation of income for the year

 

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

 

 

18.3.  Stock option plan

 

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

 

 

06/30/2012

06/30/2011

   

Gafisa

11,423

6,310

Tenda

290

1,106

 

11,713

7,416

 

 

Alphaville

8,070

728

 

19,783

8,144

 

 

 

81


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

18. Equity --Continued 

 

18.3.  Stock option plan--Continued 

 

(i)    Gafisa 

 

The Company’s Management uses the Binomial and Monte Carlo models for pricing the options granted because of its understanding that these models are capable of including and calculating with a wider range the variables and assumptions comprising the plans of the Company.

 

A total of six stock option plans are offered by the Company. The first plan was launched in 2000 and is managed by a committee that periodically creates new stock option plans, determining their terms, which, among other things: (i) define the length of service that is required for employees to be eligible to the benefits of the plans, (ii) select the employees that will be entitled to participate, and (iii) establish the purchase prices of the shares to be exercised under the plans.

 

The Company and its subsidiaries record the amounts received from employees in an account of advances in liabilities. No advances were received in the period ended June 30, 2012 and in the year ended December 31, 2011.

 

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

 

 

06/30/2012

12/31/2011

 

Number of options

Weighted average exercise price (Reais)

Number of options

Weighted average exercise price (Reais)

Options outstanding at the beginning of the year

16,634,974

8.94

8,787,331

11.97

Options granted

-

-

12,855,000

10.60

Options exercised (i)

(172,726)

0.01

(1,184,184)

12.29

Options expired

(179,774)

10.24

(36,110)

8.12

Options forfeited

(4,109,523)

7.38

(3,787,063)

13.88

 

 

 

 

 

Options outstanding at the end of the period

12,172,951

7.68

16,634,974

8.94

 

 

 

 

 

Options exercisable at the end of the year

1,506,149

9.22

1,991,712

9.81

 

(i)    In the period ended June 30, 2012, the amount received through exercised options was R$2 (R$4,959 in the year ended December 31, 2011).

 

 

 

82


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

18. Equity --Continued 

 

18.3.  Stock option plan--Continued 

 

(i)    Gafisa--Continued 

 

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

 

 

In Reais

 

 

2012

2011

 

 

 

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

7.71-13.14

4.57-22.79

 

 

Weighted average exercise price at the option grant date

7.68

9.03

 

 

Weighted average market price per share at the grant date

9.21

10.03

 

 

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

2.63

4.12

 

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

 

The dilution percentage at June 30, 2012 was 0.51% corresponding to a loss of R$(0.1278).

 

In the period ended June 30, 2012, the Company recognized the amounts of R$11,423 (Company) and R$19,783 (consolidated) (Note 23), as operating expenses. The amounts recognized in the Company are recorded in capital reserve in equity.

 

 

83


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

18. Equity --Continued 

 

18.3.  Stock option plan--Continued 

 

(ii)   Tenda 

 

The subsidiary Tenda has a total of three stock option plans - the first two were approved in June 2008, and the other one in April 2009. These plans, limited to maximum 5% of total capital shares and approved by the Board of Directors, stipulate the general terms, which, among others: (i) define the length of service that is required for employees to be eligible to the benefits of the plans, (ii) select the employees that will be entitled to participate, and (iii) establish the purchase prices of the preferred shares to be exercised under the plans.

 

In the period ended June 30, 2012 Tenda recorded stock option plan expenses amounting to R$290 (R$1,106 as of June 30, 2011).

 

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, 2012, the amount of R$14,493, related to the reserve for granting options of Tenda is recognized under the account “Intercompany” of Gafisa.

 

(iii)  AUSA 

 

The subsidiary AUSA has three stock option plans, the first launched in 2007.

 

On June 1, 2010, two new stock option plans were issued by the Company for granting a total of 738 options. The assumptions adopted in the recognition of the stock option plan for 2010 were the following: expected volatility at 40% and risk-free interest rate at 9.39%. The volatility was determined based on the regression analysis of the relation between the estimated volatility of Gafisa and that of Ibovespa.

 

 

84


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

18. Equity --Continued 

 

18.3.  Stock option plan --Continued

 

On April 1, 2011, a stock option plan was launched by the Company, granting a total of 364 options. The assumptions adopted in the recognition of the stock option plan for 2010 were: expected volatility at 40%, and risk-free interest rate at 10.64%. The volatility was determined based on the regression analysis of the relation between the estimated volatility of Gafisa and that of Ibovespa.

 

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

 

 

2012

2011

 

Number of

Options

Weighted average exercise price (Reais)

Number of

options

Weighted average exercise price (Reais)

Options outstanding at the beginning of the period/year

1,629,000

10.48

1,932,000

8.01

Options granted

-

-

364,000

10.48

Options exercised

(210,000)

10.48

(133,000)

7.81

Options forfeited /sold

(36,000)

10.48

(534,000)

7.61

Options outstanding at the end of the period/year

1,383,000

10.48

1,629,000

10.48

 

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

 

The market value of each option granted was estimated at the grant date using the Binomial option pricing model.

 

AUSA recorded expenses for the stock option plan amounting to R$8,070, including R$7,403 related to the adjustment of the balance payable, which totals R$12,751 (see Note 21) in the period ended June 30, 2012 (R$728 in 2011).

 

85


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

19. Income and social contribution taxes

 

(i)      Current income and social contribution taxes

 

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

 

 

Consolidated

 

06/30/2012

06/30/2011

 

 

(restated)

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

10,498

(92,330)

Income tax calculated at the applicable rate - 34%

(3,569)

31,392

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

30,962

13,281

Tax losses carryforwards (used)

1,231

1

Stock option plan

(6,726)

(2,769)

Other permanent differences

18,351

19,090

Charges on payables to venture partners

2,670

(96)

Tax benefits not recognized

(68,872)

(27,331)

(25,933)

33,567

Effective rate of income and social contribution taxes

247.0%

-

Tax expenses - current

(17,856)

(21,521)

Tax expenses - deferred

(8,077)

55,088

 

(ii)     Deferred income and social contribution taxes

 

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

 

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

 

 

86


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

19. Income and social contribution taxes --Continued 

 

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

 

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

 

 

Company

Consolidated

 

06/30/2012

12/31/2011

06/30/2012

12/31/2011

Assets

 

 

 

 

Provisions for legal claims

38,604

36,923

63,469

57,728

Temporary differences – PIS and COFINS deferred

15,048

17,274

30,322

35,755

Provisions for realization of non-financial assets

8,440

11,981

24,195

31,672

Temporary differences – CPC adjustment

49,540

45,103

61,029

85,865

Other provisions

33,231

41,995

86,538

102,002

Income and social contribution tax loss carryforwards

77,020

69,055

279,276

247,872

Tax credits from downstream acquisition

18,352

8,793

18,352

8,793

Tax benefits not recognized

(176,551)

(150,079)

(412,854)

(343,982)

 

63,684

81,045

150,327

225,705

 

 

 

 

Liabilities

 

 

 

 

Negative goodwill

(91,163)

(90,101)

(96,187)

(95,125)

Temporary differences –CPC adjustment

(15,255)

(14,862)

(16,783)

(14,862)

Differences between income taxed on cash basis

and recorded on an accrual basis

(21,080)

(42,883)

(128,436)

(198,720)

 

(127,498)

(147,846)

(241,406)

(308,707)

 

 

 

 

Total net

(63,814)

(66,801)

(91,079)

(83,002)

 

 

20. Financial instruments

 

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

 

 

87


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

20. Financial instruments --Continued 

 

(i)    Risk considerations

 

a)    Credit risk

 

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

 

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

 

b)    Derivative financial instruments

 

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

 

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

 

 

88


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

20. Financial instruments --Continued 

 

(i)    Risk considerations--Continued 

 

b)    Derivative financial instruments --Continued 

 

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

 

Consolidated

 

 

Reais

Percentage

Validity

Gain (loss) not realized by derivative instruments - net

Swap agreements (Fixed for CDI)

Face value

Original Index

Swap

Beginning

End

06/30/2012

12/31/2011

 

 

 

 

 

 

 

 

Banco Votorantim S.A.

90,000

Fixed 12.1556%

CDI 0.31%

6/15/2011

12/19/2011

-

(16)

Banco Votorantim S.A.

90,000

Fixed 13.0074%

CDI 0.31%

12/19/2011

3/30/2012

-

505

Banco Votorantim S.A.

90,000

Fixed 12.3600

CDI 0.31%

3/30/2012

9/28/2012

1,569

856

Banco Votorantim S.A.

90,000

Fixed 12.7901%

CDI 0.31%

9/28/2012

3/28/2013

1,977

815

Banco Votorantim S.A.

90,000

Fixed 12.0559%

CDI 0.31%

3/28/2013

9/30/2013

1,522

238

Banco Votorantim S.A.

90,000

Fixed 14.2511%

CDI 2.41%

9/30/2013

3/28/2014

1,003

117

Banco Votorantim S.A.

67,500

Fixed 12.6190

CDI 0.31%

3/28/2014

9/30/2014

776

251

Banco Votorantim S.A.

67,500

Fixed 15.0964%

CDI 2.41%

9/30/2014

3/30/2015

595

297

Banco Votorantim S.A.

45,000

Fixed 11.3249%

CDI 0.31%

3/30/2015

30/9/2015

124

(54)

Banco Votorantim S.A.

45,000

Fixed 14.7577%

CDI 2.41%

9/30/2015

3/31/2016

248

97

Banco Votorantim S.A.

22,500

Fixed 10.7711%

CDI 0.31%

3/31/2016

9/30/2016

5

(55)

Banco Votorantim S.A.

22,500

Fixed 17.2387%

CDI 2.41%

9/30/2016

3/30/2017

268

167

Banco Votorantim S.A.

110,000

Fixed 12.3450%

CDI 0.2801%

6/28/2011

12/29/2011

-

112

Banco Votorantim S.A.

110,000

Fixed 13.3385%

CDI 0.2801%

12/29/2011

6/20/2012

-

1,316

Banco Votorantim S.A.

110,000

Fixed 12.4481%

CDI 0.2801%

6/20/2012

12/20/2012

2,277

1,074

Banco Votorantim S.A.

110,000

Fixed 12.8779%

CDI 0.2801%

12/20/2012

6/20/2013

2,417

836

Banco Votorantim S.A.

110,000

Fixed 12.1440

CDI 0.2801%

6/20/2013

12/20/2013

1,642

324

Banco Votorantim S.A.

110,000

Fixed 14.0993%

CDI 1.6344%

12/20/2013

6/20/2014

1,397

324

Banco Votorantim S.A.

82,500

Fixed 11.4925%

CDI 0.2801%

6/20/2014

12/22/2014

510

19

Banco Votorantim S.A.

82,500

Fixed 13.7946%

CDI 1.6344%

12/22/2014

6/22/2015

519

284

Banco Votorantim S.A.

55,000

Fixed 11.8752%

CDI 0.2801%

6/22/2015

12/21/2015

237

(64)

Banco Votorantim S.A.

55,000

Fixed 14.2672%

CDI 1.6344%

12/21/2015

6/20/2016

355

213

Banco Votorantim S.A.

27,500

Fixed 11.1136%

CDI 0.2801%

6/20/2016

12/20/2016

27

(45)

Banco Votorantim S.A.

27,500

Fixed 15.1177%

CDI 1.6344%

12/20/2016

6/20/2017

221

124

 

 

 

 

 

 

17,689

7,735

               

 

During the period ended June 30, 2012, the amount of R$5,186 in the Company’s interim financial information and R$10,036 in the consolidated interim financial information, which refers to net result of the interest swap transaction, was recognized in the “financial income (loss)” line, allowing correlation between the impact of such transactions and interest rate fluctuation in the Company’s balance sheet (Note  24).

 

 

89


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

20. Financial instruments --Continued 

 

(i)    Risk considerations --Continued

 

c)    Interest rate risk

 

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

 

d)    Liquidity risk

 

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

 

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

 

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

 

 

Consolidated

Period ended June 30, 2012

Less than

1 year

1 to 3 years

3 to 5 years

Total

Loans and financing

944,377

975,745

154,838

2,074,960

Debentures

601,672

1,022,100

157,009

1,780,781

Payables to venture partners

158,234

158,759

12,775

329,768

Suppliers

174,892

-

-

174,892

 

1,879,175

2,156,604

324,622

4,360,401

 

 

90


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

20. Financial instruments --Continued 

 

(i)    Risk considerations --Continued

 

d)    Liquidity risk--Continued 

 

 

Consolidated

Year ended December

31, 2011

Less than

1 year

1 to 3 years

3 to 5 years

Total

Loans and financing

1,135,543

437,232

283,835

1,856,610

Debentures

1,899,200

-

-

1,899,200

Payables to venture partners

219,796

233,771

19,619

473,186

Suppliers

135,720

-

-

135,720

 

3,390,259

671,003

303,454

4,364,716

 

Fair value classification

 

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

 

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

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

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

 

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

 

 

Company

Consolidated

 

Fair value classification

As of June 30, 2012

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

Cash equivalents (Note 4.1)

-

334

-

-

84,267

-

Short-term investments (Note 4.2)

-

129,132

-

-

796,623

-

Derivative financial instruments

-

9,603

-

-

17,689

-

 

 

 

91


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

20. Financial instruments --Continued 

 

 

Company

Consolidated

 

Fair value classification

As of December 31, 2011

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

Cash equivalents (Note 4.1)

-

1,110

-

-

50,970

-

Short-term investments (Note 4.2)

-

90,962

-

-

846,062

-

Derivative financial instruments

-

4,418

-

-

7,735

-

 

(ii)   Fair value of financial instruments

 

a)    Fair value measurement

 

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

 

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

 

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

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

 

                                                                                                                                                                   

 

 

92


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

20. Financial instruments --Continued 

 

(ii)   Fair value of financial instruments--Continued 

 

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

 

 

Consolidated

 

06/30/2012

12/31/2011

 

Carrying amount

Fair value

Carrying amount

Fair value

 

 

 

 

 

Financial assets

 

 

 

 

Cash and cash equivalents (Note 4.1)

300,654

300,654

137,598

137,598

Short-term investments (Note 4.2)

796,623

796,623

846,062

846,062

Trade account receivable (Note 5)

4,667,532

4,667,532

4,826,448

4,826,448

 

 

 

 

 

Financial liabilities

 

 

 

 

Loans and financing (Note 11)

2,074,960

2,079,338

1,856,610

1,860,995

Debentures (Note 12)

1,780,781

1,788,424

1,899,200

1,907,463

Payables to venture partners (Note 14)

329,768

329,768

473,186

473,186

Suppliers

174,892

174,892

135,720

135,720

 

a)     Risk of debt acceleration

 

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

 

b)     Market risk

 

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

 

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

93


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

20. Financial instruments --Continued 

 

(ii)   Fair value of financial instruments--Continued 

 

b)    Market risk --Continued

 

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

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

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

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

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

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

·  The opportunities for development may decrease.

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

 

 

 

 

94


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

20. Financial instruments --Continued 

 

(ii)   Fair value of financial instruments --Continued

 

b)    Market risk --Continued 

 

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

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

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

 

(iii)   Capital stock management

 

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

 

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

 

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

 

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

 

 

95


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

20. Financial instruments--Continued 

 

 

 

Company

Consolidated

 

06/30/2012

12/31/2011

06/30/2012

12/31/2011

 

 

 

Loans and financing (Note 11)

1,176,213

1,166,493

2,074,960

1,856,610

Debentures (Note 12)

1,168,198

1,286,176

1,780,781

1,899,200

Obligation assumed on assignment of receivables (Note 13)

178,569

296,909

365,449

501,971

Payables to venture partners (Note 14)

235,183

339,963

329,768

473,186

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

(143,750)

(123,188)

(1,097,277)

(983,660)

Net debt

2,614,413

2,966,353

3,453,681

3,747,307

Equity

2,629,720

2,648,473

2,746,145

2,747,094

Equity and net debt

5,244,133

5,614,826

6,199,826

6,494,401

 

 

(iv)  Sensitivity analysis

 

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

 

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

 

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

b)  Loans and financing and debentures linked to the Referential Rate (TR);

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 8.35%, the TR at 0.00%, the INCC rate at 7.04%, the General Market Prices Index (IGP-M) at 5.14% and the National Consumer Price Index – Extended (IPCA) at 4.92%.

The scenarios considered were as follows:

 

Scenario I: 50% increase in the 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

 

 

96


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

20. Financial instruments --Continued 

 

(iv)  Sensitivity analysis--Continued 

 

At June 30, 2012:

 

   

Scenario

   

I

II

III

IV

Instrument

Risk

Increase 50%

Increase 25%

Decrease 25%

Decrease 50%

 

       

Short-term investments

Increase/decrease of CDI

24,144

12,072

(12,072)

(24,144)

Loans and financing

Increase/decrease of CDI

(43,787)

(21,894)

21,894

43,787

Debentures

Increase/decrease of CDI

(21,875)

(10,938)

10,938

21,875

Payables to venture partners

Increase/decrease of CDI

(9,366)

(4,683)

4,683

9,366

SWAP

Increase/decrease of CDI

(13,072)

(6,837)

7,515

15,802

 

 

 

 

 

Net effect of CDI variation

 

(63,956)

(32,280)

32,958

66,686

 

 

 

 

 

Loans and financing

Increase/decrease of TR

0

0

0

0

Debentures

Increase/decrease of TR

0

0

0

0

 

 

 

 

 

Net effect of TR variation

 

0

0

0

0

 

 

 

 

 

Loans and financing

Increase/decrease of IPCA

(317)

(158)

158

317

 

 

 

 

 

Net effect of IPCA variation

 

(317)

(158)

158

317

 

 

 

 

 

Clients

Increase/decrease of INCC

153,430

76,715

(76,715)

(153,430)

Inventory

Increase/decrease of INCC

73,521

36,761

(36,761)

(73,521)

Obligation assumed on assignment of receivables

Increase/decrease of INCC

(1,952)

(976)

976

1,952

 

 

 

 

 

Net effect of INCC variation

 

224,999

112,500

(112,500)

(224,999)

 

 

 

 

 

Obligation assumed on assignment of receivables

Increase/decrease of IGP-M

(4,053)

(2,027)

2,027

4,053

 

 

 

 

 

Net effect of IGP-M variation

 

(4,053)

(2,027)

2,027

4,053

 

97


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

21. Related parties

 

21.1.  Balances with related parties

 

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

 

 

Company

Consolidated

Current accounts

06/30/2012

12/31/2011

06/30/2012

12/31/2011

 

 

 

 

Assets

 

 

 

 

Current account (c): 

 

 

 

 

Total SPEs

103,797

34,162

75,443

50,694

Thirty party’s works (a)

18,047

33,513

18,047

33,513

Loan receivable (d)

70,391

59,066

117,159

104,059

Dividends receivable

38,159

50,471

-

-

 

230,394

177,212

210,649

188,266

 

 

 

 

Current portion

160,003

118,146

93,490

84,207

Non-current portion

70,391

59,066

117,159

104,059

 

 

 

 

Liabilities

 

 

 

 

Obligation for stock plan - AUSA

-

-

(12,751)

-

Current account (c):

 

 

 

 

Condominium and consortia (b)

(44,191)

(30,586)

(44,191)

(30,717)

Purchase/sale of interests

-

-

(35,510)

(25,000)

Total SPEs and Tenda

(526,522)

(167,611)

(45,525)

(42,220)

 

(570,713)

(198,197)

(137,977)

(97,937)

 

 

 

 

Current portion

(570,713)

(198,197)

(137,977)

(97,937)

 

 

 

 

 

 

(a)   Refers to operations in third-party’s works.

(b)   Refers to transactions between the consortia leader and partners and condominiums.

(c)   The Company participates in the development of real estate ventures with other partners, directly or through related parties, based on the formation of condominiums and/or consortia. The management structure of these enterprises and the cash management are centralized in the lead partner of the enterprise, which manages the construction schedule and budgets. Thus, the lead partner ensures that the investments of the necessary funds are made and allocated as planned. The sources and use of resources of the venture are reflected in these balances, observing the respective interest of each investor, which are not subject to indexation or financial charges and do not have a fixed maturity date. Such transactions aim at simplifying business relations that demand the joint management of amounts reciprocally owed by the involved parties and, consequently, the control over the change of amounts reciprocally granted which offset against each other at the time the current account is closed. The average term for the development and completion of the projects in which the resources are invested is between 24 and 30 months. The Company receives a compensation for the management of these ventures.

 

 

98


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

21. Related parties --Continued 

 

21.1.  Balances with related parties --Continued

 

(d)   The loans of the Company and its subsidiaries, shown below, are made because these subsidiaries need cash for carrying out their respective activities, being subject to the respective financial charges. It shall be noted that the Company’s operations and businesses with related parties follow the market practices (arm’s length). The businesses and operations with related parties are carried out based on conditions that are strictly on arm’s length transaction basis and appropriate, in order to protect the interests of the both parties involved in the business. The composition and nature of the loan receivable by the Company is shown below:

 

 

Consolidated

   

 

 

6/30/2012

12/31/2011

Nature

Interest rate

 

   

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

9,689

9,389

Construction

12% p.a. fixed rate + IGPM

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

12,544

7,276

Construction

12% p.a. fixed rate + IGPM

Gafisa SPE 65 Emp. Imobiliários Ltda.

2,463

1,636

Construction

3% p.a. fixed rate + CDI

Gafisa SPE-46 Emp. Imobiliários Ltda.

688

860

Construction

12% p.a. fixed rate + IGPM

Gafisa SPE-73 Emp. Imobiliários Ltda.

4,429

3,443

Construction

12% p.a. fixed rate + IGPM

Gafisa SPE-71 Emp. Imobiliários Ltda.

2,912

2,119

Construction

3% p.a. fixed rate + CDI

Gafisa SPE- 76 Emp. Imobiliários Ltda.

12

11

Construction

4% p.a. fixed rate + CDI

Acquarelle - Civilcorp Incorporações Ltda.

309

946

Construction

12% p.a. fixed rate + IGPM

Manhattan Residencial I

37,157

29,541

Construction

10% p.a. fixed rate + TR

Manhattan Comercial I

13

2,622

Construction

10% p.a. fixed rate + TR

Manhattan Residencial II

119

113

Construction

10% p.a. fixed rate + TR

Manhattan Comercial II

56

54

Construction

10% p.a. fixed rate + TR

Target

-

1,056

Construction

IGPM + 12% p.a.

Total Company

70,391

59,066

   

 

 

 

 

 

Fit Jardim Botanico SPE Emp. Imob. Ltda.

16,843

16,429

Construction

113.5% of 126.5% of CDI

Fit 09 SPE Emp. Imob. Ltda.

6,002

5,585

Construction

120% of 126.5% of CDI

Fit 08 SPE Emp. Imob. Ltda.

951

875

Construction

110.65% of 126.5% of CDI

Fit 19 SPE Emp. Imob. Ltda.

3,978

3,977

Construction

113.5% of 126.5% of CDI

Acedio SPE Emp. Imob. Ltda.

3,074

2,908

Construction

113.5% of 126.5% of CDI

Ac Participações Ltda.

1,607

1,251

Construction

12% p.a. fixed rate + IGPM

Jardins da Barra Desenv. Imob. Ltda. 

9,196

4,800

Construction

6% p.a. fixed rate

Fit Roland Garros Emp. Imob. Ltda.

4,461

4,461

Construction

-

Outros

657

4,707

Construction

Several

Total consolidated

117,159

104,059

 

 

 

In the period ended June 30, 2012 the recognized financial income from interest on loans amounted to R$2,624 (R$2,539 in 2011) in the Company’s interim financial information and R$3,429 (R$2,797 in 2011) in the consolidated interim financial information (Note 24).

 

Information regarding management transactions and compensation is described in Note 25.

 

 

99


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

21. Related parties --Continued 

 

21.2.  Endorsements, guarantees and sureties

 

The financial transactions of the wholly-owned subsidiaries or special purpose entities of the Company have the endorsement or surety in proportion to the interest of the Company in the capital stock of such companies, except certain specific cases in which the Company provides guarantees for financial institutions, which amounted to R$1,629,394, as of June 30, 2012.

 

22. Net operating revenue

 

 

Company

Consolidated

 

06/30/2012

06/30/2011

06/30/2012

06/30/2011

 

 

(restated) 

 

(restated)

Gross operating revenue

 

 

 

 

Real estate development, sale and barter transactions

714,897

586,836

1,972,864

1,837,264

Reversal of provision for cancelled contracts (Note 5(i))

-

-

140,720

-

Taxes on sale of real estate and services

(62,101)

(45,504)

(145,214)

(120,991)

Net operating revenue

652,796

541,332

1,968,370

1,716,273

 

 

 

23. Costs and expenses by nature

 

These are represented by the following

 

 

Company

Consolidated

 

06/30/2012

06/30/2011

06/30/2012

06/30/2011

Cost of real estate development and sale:

 

(restated)

 

(restated)

Construction cost

290,221

352,737

1,174,496

1,144,303

Land cost

149,890

61,379

261,224

138,216

Development cost

17,196

17,496

63,863

46,940

Capitalized financial charges

40,757

67,070

93,163

95,298

Maintenance / warranty

10,676

10,368

16,909

14,821

Cost of real estate in the recognition of the provision for cancelled contracts (Note 5 (i))

-

-

(122,005)

-

 

508,740

509,050

1,487,650

1,439,578

 

 

100


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

23. Costs and expenses by nature --Continued 

 

 

Company

Consolidated

 

06/30/2012

06/30/2011

06/30/2012

06/30/2011

Commercial expenses:

 

(restated)

 

(restated)

Marketing expenses

21,937

23,282

59,337

59,872

Brokerage and sale commission

21,037

22,327

56,903

57,416

Institutional marketing expenses

3,055

3,242

8,262

8,337

Customer Relationship Management expenses

2,777

2,947

7,511

7,579

Other

1,667

1,769

4,638

4,548

 

50,473

53,567

136,651

137,752

 

 

 

 

General and administrative expenses:

 

 

 

 

Salaries and payroll charges

21,399

22,891

65,197

62,154

Employee benefits

1,282

1,333

4,767

5,031

Travel and utilities

1,320

1,586

5,268

6,737

Services

10,913

5,381

17,921

10,059

Rents and condominium fees

2,548

2,239

6,860

6,000

IT

3,387

3,413

7,541

6,461

Stock option plan (Note 18.3)

11,423

6,310

19,783

8,144

Reserve for profit sharing (Note 25 (iii))

12,800

258

29,215

4,483

Other

987

1,820

15,466

7,592

 

66,059

45,231

172,018

116,661

 

 

24. Financial income

 

 

Company

Consolidated

 

06/30/2012

06/30/2011

06/30/2012

06/30/2011

Financial income

 

(restated)

 

(restated)

Income from financial investments

5,446

17,122

24,929

29,264

Financial income on loan (Note 21)

2,624

2,539

3,429

2,797

Other interest income

549

955

1,685

1,498

Other financial income

493

213

11,367

12,802

9,112

20,829

41,410

46,361

Financial expenses (Note 11)

 

 

 

 

Interest on funding, net of capitalization

(80,131)

(53,989)

(81,328)

(64,474)

Amortization of debenture cost

(1,723)

(145)

(1,814)

(239)

Payables to venture partners

-

-

(16,390)

(16,929)

Banking expenses

(1,590)

(908)

(5,878)

(10,074)

Derivative transactions (Note 20 (i) (b))

5,186

-

10,036

-

Discount – securitization transaction

(17,232)

-

(22,725)

-

Other financial expenses

(6,531)

(7,291)

(21,116)

(14,509)

 

(102,021)

(62,333)

(139,215)

(106,225)

 

 

101


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

25. Transactions with management and employees

 

(i)    Management compensation

 

The amounts recorded in the account “general and administrative expenses” in the period ended June 30, 2012, related to the compensation of the Company’s key management personnel are as follows:

 

Period ended June 30, 2012

Board of Directors

Fiscal Council

Statutory Board

Total

 

     

 

Number of members

9

3

5

17

Annual fixed compensation (in R$ thousand)

426

35

867

1,328

Salary / Fees

426

35

820

1,281

Direct and indirect benefits

-

-

47

47

Other

-

-

-

-

Variable compensation (in R$ thousand)

-

-

-

-

Bonus

-

-

-

-

Profit sharing

-

-

-

-

Post-employment benefits

-

-

-

-

Share-based payment

-

-

-

-

Monthly compensation (in R$ thousand)

-

12

163

175

Total compensation

-

35

867

902

 

 

The maximum aggregate compensation of the Company’s management for this year, from January to December 2012, was established at R$17,042, as approved at the Annual Shareholders’ Meeting held on May 11, 2012.

 

102


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

25. Transactions with management and employees --Continued 

 

(ii)   Commercial operations

 

In the period ended June 30, 2012, no commercial operations were carried out by units sold to the Management and the total receivable amounts to R$3,595 thus far.

 

(iii)   Profit sharing

 

The Company has a profit sharing plan that entitles its employees and those of its subsidiaries to participate in the distribution of profits of the Company that is tied to a stock option plan and the achievement of specific targets, established and agreed-upon at the beginning of each year. The recognition of the provision for Company bonus for 2012 takes into consideration two metrics: (1) generation of cash from operations and (2) indebtedness ratio (net debt / equity). Accordingly, as of June 30, 2012, the Company recorded a provision for profit sharing amounting to R$12,800 in the Company’s interim financial information and R$29,215 in the consolidated interim financial information (R$4,483 in 2011 related to the subsidiary AUSA) under the account “general and administrative expenses” (Note 23). In 2011, the metrics used to recognize the provision for bonus were different, and these were only reached by the subsidiary AUSA.

 

 

26. Insurance 

 

Gafisa S.A. and its subsidiaries maintain insurance policies against engineering risk, barter guarantee, guarantee for the completion of the work and civil liability related to unintentional personal damages caused to third parties and material damages to tangible assets, as well as against fire hazards, lightning strikes, electrical damages, natural disasters and gas explosion. The contracted coverage is considered sufficient by management to cover possible risks involving its assets and/or responsibilities.

 

The assumptions adopted, given their nature, are not included in the scope of the auditor’s review of interim financial information.

 

103


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

27. Loss per share

 

The following table shows the calculation of basic and diluted loss per share. In view of the loss for the year, according to CPC 41, shares with dilutive potential are not considered when there is a loss, because the impact would be antidilutive.

 

 

 

06/30/2011

 

06/30/2012

(restated)

Basic numerator

 

 

Loss

(30,468)

(75,134)

 

 

 

Basic denominator (in thousands of shares)

 

 

Weighted average number of shares

432,158

431,283

 

 

 

Basic loss per share = R$

(0.0705)

(0.1742)

 

 

 

Diluted numerator

 

 

Loss

(30,468)

(75,134)

 

 

 

Diluted denominator (in thousands of shares)

 

 

Weighted average number of shares

432,158

431,283

Stock options

2,223

2,040

Non-controlling interest shares (Note 9)

70,252

70,252

Antidilutive effect

(72,475)

(72,292)

 

 

 

Weighted average number of shares

432,158

431,283

 

 

 

Diluted loss per share - R$

(0.0705)

(0.1742)

 

 

28. Segment information

 

The Company's management assesses segment information on the basis of different business segments rather than based on the geographical regions of operations.

 

The Company operates in the following segments: Gafisa for ventures targeted at high and medium income; Alphaville for land subdivision; and Tenda for ventures targeted at low income.

 

104


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

28. Segment information --Continued 

 

The Company's chief executive officer, who is responsible for allocating resources to businesses and monitoring their progresses, uses economic present value data, which is derived from a combination of historical and forecasted operating results. The Company provides below a measure of historical profit or loss, segment assets and other related information for each reporting segment.

 

This information is gathered internally in the Company and used by management to develop economic present value estimates, provided to the chief executive officer for making operating decisions, including the allocation of resources to operating segments. The information is derived from the statutory accounting records which are maintained in accordance with the accounting practices adopted in Brazil. The reporting segments do not separate operating expenses, total assets and depreciation. No revenues from an individual client represented more than 10% of net sales and/or services.

 

 

     

Consolidated

 

Gafisa S.A. (i)

Tenda

AUSA

2012

Net operating revenue

1,080,728

596,396

291,246

1,968,370

Operating costs

(842,385)

(513,250)

(132,015)

(1,487,650)

 

 

 

 

Gross income

238,343

83,146

159,231

480,720

 

 

 

 

Depreciation and amortization

(25,136)

(6,483)

(1,069)

(32,688)

Financial expenses

(103,481)

(16,357)

(19,377)

(139,215)

Financial income

16,167

19,183

6,060

41,410

Tax expenses

(12,972)

(8,024)

(4,937)

(25,933)

 

 

 

 

Net income (loss) for the period

(34,633)

(43,142)

47,307

(30,468)

 

 

 

 

Customers (short and long term)

2,679,087

1,425,307

563,138

4,667,532

Inventories (short and long term)

1,087,674

1,092,597

255,282

2,435,553

Other assets

744,428

1,126,909

196,232

2,067,569

 

 

 

 

Total assets

4,511,189

3,644,813

1,014,652

9,170,654

 

 

 

 

 

Total liabilities

3,669,269

2,158,587

596,653

6,424,509

 

 

105


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

28. Segment information --Continued 

 

 

     

Consolidated

 

Gafisa S.A. (i)

Tenda

AUSA

06/30/2011

(restated

Net operating revenue

902,720

539,780

273,773

1,716,273

Operating cost

(809,831)

(491,722)

(138,025)

(1,439,578)

 

 

 

 

Gross income

92,889

48,058

135,748

276,695

 

 

 

 

Depreciation and amortization

(25,011)

(9,359)

(749)

(35,119)

Financial expenses

(83,669)

(5,854)

(16,702)

(106,225)

Financial income

24,264

16,303

5,794

46,361

Tax expenses

14,767

24,514

(5,714)

33,567

 

 

 

 

Net income (loss) for the period

(110,086)

(29,040)

63,992

(75,134)

 

 

 

 

Customers (short and long term)

3,032,744

1,890,296

419,606

5,342,646

Inventories (short and long term)

1,497,501

761,144

215,012

2,473,657

Other assets

1,082,735

691,957

181,465

1,956,157

 

 

 

 

Total assets

5,612,980

3,343,397

816,083

9,772,460

 

 

 

 

 

Total liabilities

3,988,997

1,665,386

533,607

6,187,990

 

(i)    Includes all direct subsidiaries, except Tenda and Alphaville Urbanismo S.A.

 

106


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

29. Real estate ventures under construction – information and commitments

 

In order to enhance its notes and in line with items 20 and 21 of ICPC 02, the Company describes below some information on ventures under construction as of June 30, 2012:

 

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

 

Ventures under construction:

 

 

Contracted sales revenue (*)

 

13,034,547

Appropriated sales revenue (A)

 

(9,540,593)

Unappropriated revenue – external venture management (*)

 

533,531

Unappropriated sales revenue (B) (*)

 

4,027,485

 

 

 

Completed ventures (C)

 

1,549,590

 

 

 

Cumulative receipts (D)

 

(6,129,378)

 

Advances from clients

 

 

Appropriated revenue surplus (Note 17) (E)

 

147,675

 

 

 

Total accounts receivable from developments (Note 5) (A-C-D-E)

 

5,108,480

 

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

 

The information on unappropriated sales revenue and contracted sales revenue do not include ventures that are subject to restriction due to a suspensive clause.

 

The real estate development revenue from units sold and under construction of real estate development is appropriated to income over the construction period of ventures, in compliance with the requirements of item 14 of CPC 30 – Revenue. The procedures adopted in the appropriation of income over the construction period are described in Note 2 – Presentation of interim financial information and summary of main accounting practices.

107


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

29. Ventures under construction – information and commitment--Continued

 

29.2     As of June 30, 2012, the total cost incurred and to be incurred in connection with units sold or in inventory, estimated until the completion of ventures under construction, is as follows:

 

Ventures under construction:

Incurred cost of units in inventory (Note 6)

 

1,113,287

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

 

1,562,595

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

 

2,675,882

 

 

 

Budgeted cost of units sold (*) (G)

 

9,489,016

Incurred cost of units sold (H)

 

(7,271,622)

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

 

2,217,394

 

 

 

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

 

12,164,898

 

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

 

 

29.3     As of June 30, 2012, the estimated income to be earned until the completion of ventures under construction in connection with units sold is as follows:

 

Unappropriated sales revenue (B)

 

4,027,485

Unappropriated barter for land

 

51,096

 

 

4,078,581

 

 

 

Unappropriated cost of units sold (I)

 

(2,217,394)

Estimated income

 

1,861,187

 

Information other than accounting are considered in the scope of the review of independent auditors only to support the conclusion on the appropriated sales revenue recognized using the percentage-of-completion method (PoC). The estimated income shown does not consider the tax effects or the present value adjustment, which will be carried out as at the extent they are realized.

 

 

108


 

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

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

 

Gafisa S.A.

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

June 30, 2012

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

 

29. Ventures under construction – information and commitment--Continued

 

 

29.4     As of June 30, 2012, the cumulative income of ventures under construction in connection with units sold is as follows:

 

Appropriated sales revenue (A)

 

9,540,593

Appropriated barter for land

 

343,050

 

 

9,883,643

 

 

 

Incurred cost of units sold (H)

 

(7,271,622)

Income

 

2,612,022

 

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

 

30. Communication with regulatory bodies

 

a)  On June 14, 2012, the Company received a subpoena from the Securities Exchange Commission’s Division of Enforcement related to the Matter of Certain 20-F Filer Home Builders listed at SEC, Foreign Private Issuers (FPI). The subpoena requests that the Company produces all documents from January 1, 2010 to the Company’s reply date related to the preparation of our financial statements, including, among other things, copies of our financial policies and procedures, board and audit committee and operations committee minutes, monthly closing reports and financial packages, any documents relating to possible financial or accounting irregularities or improprieties and internal audit reports. The SEC’s investigation is a non-public, fact-finding inquiry and is not clear what action, if any, the SEC intends to take with respect to the information it gathers. The SEC subpoena does not specify any charges. The Company has already submitted all the information requested by SEC.

 

On July 31, 2012, the Company received the CVM/SEP/GEA-5/ Letter No. 208/2012, requesting information related to criteria for measurement and recognition of revenue and enhancement in the disclosure of some notes to interim financial information, as mentioned in Notes 2 and 29. The Company is already preparing such information and will send to CVM before the deadline.

 

109


 

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

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

Comments on Company’s Business projections

OUTLOOK 

With the introduction of a new strategy and organizational structure, Gafisa is making progress toward achieving its 2012 guidance. Launches for 2012 are expected to be between R$2.7 and R$3.3 billion, reflecting a new, more targeted regional focus and the deliberate slowdown of the Tenda business. Gafisa should represent 50%, Tenda 10% and AlphaVille 40% of launches.  In the first half of 2012, the Group launched Gafisa $ 1 billion. Gafisa was able to launch 45% of the mid-range of 2012 guidance of R$1.5 billion for the segment.  AlphaVille’s launches, were in line with the internal planning, representing 1/3 of the guidance for the year. Reflecting remedial actions at Tenda and a focus on execution and delivery, no projects were launched in the 1H12.  We want to re-launching the Tenda operations under a profitable business model.

 

Table 1. Launche Guidance – 2012 Estimates  versus Actual figures 1H12

Launches Guidance 2012E

Mid-range

 

Achievement 1H12

(1H12 as a % of FY)

Consolidaded Launches (R$2.70 – R$3.30bn)

R$3.00bn

 

R$1.01bn

34%

Breakdown by Brand

 

 

 

 

Launches Gafisa (R$1.35 – R$1.65bn)

R$1.50bn

 

R$681mn

45%

Launches AlphaVille (R$1.08 – R$1.32bn)

R$1.20bn

 

R$330mn

27%

Launches Tenda (R$270 – R$330mn)

R$300 mn

 

R$0

0%

 

As of June 30, 2012, the Company had R$1 billion in cash and cash equivalents. During 1H12 operational consolidated cash flow reached approximately R$361 million, representing 60% of the mid-range guidance of R$500 – R$700 million for the full year of 2012. The key drivers of cash flow generation include: (1) our ability to deliver units at Gafisa; (2) the transfer of Tenda units to financial institutions; (3) the sale of inventory and new projects launched; (4) the securitization of receivables and; (5) the sale of non-strategic land, that had a minor contribution to the results posted in the period.

 

Table 2. Operational Cash Flow Guidance – 2012 Estimates  versus Actual figures 1H12

Guidance 2012

Mid-range

 

Achievement 1H12

(1H12 as a % of FY)

Operational Cash Flow (R$500 – R$700 mn)

R$600

 

R$361

60%

 

The Gafisa Group plans to deliver between 22,000 and 26,000 units in 2012 of which 30% will be delivered by Gafisa, 50% by Tenda and the remaining 20% by AlphaVille. During the first-half of 2012, the Gafisa Group delivered 12,197 units and transferred 6,300 Tenda customers to financial institutions, achieving 50% of the mid-range of the guidance for both figures.

 

110


 

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

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

 

Table 3. Other Relevant Opeational Indicators – 2012 Estimates  versus Actual figures 1H12

Guidance of Units to be Delivered 2012E

Mid-range

 

Achievement 1H12

(1H12 as a % of FY)

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

24,000

 

12,197

51%

Breakdown by Brand

 

 

 

 

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

7,200

 

4,026

56%

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

4,800

 

1,637

34%

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

12,000

 

6,534

54%

 

Table 4. Tenda Milestones – 2012 Estimates  versus Actual figures 1H12

Customers to be transferred at Tenda 2012E

Mid-range

 

Achievement 1H12

(1H12 as a % of FY)

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

12,000

 

6,422

54%

 

 

111


 

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

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

Other information deemed relevant by the Company

 

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

 

06/30/2012

 

As of June 30, 2012, there is no shareholder holding more than 5% of the voting capital.

 

 

06/30/2012

     
 

Common shares

     

Shareholder

Shares

%

     

Treasury shares

599,486

0.14%

     

Outstanding shares

432,272,799

99.86%

     

Total shares

432,872,285

100.00%

 

06/30/2011

 

 

06/30/2011

     
 

Common shares

     

Shareholder

Shares

%

     

Treasury shares

599,486

0.14%

     

Outstanding shares

431,538,253

99.86%

     

Total shares

432,137,739

100.00%

 

As per material fact released on June 8, 2012 regarding the Third Phase of the Investment Agreement and Other Covenants entered into on October 2, 2006 (“Investment Agreement”), which established rules and conditions for Gafisa acquiring and holding shares of the corporate capital of Alphaville Urbanismo S.A. (“AUSA”), the Company informs that the final amount of the operation (acquisition of remaining 20%) was established as R$359.0 million which will be settled by the issuance of an estimated 70,251,551 common shares, issued by Gafisa, as set forth in the Investment Agreement. The number of shares that will be issued to settle this transaction is going to be decided in an arbitration process, initiated by the other shareholders of AUSA, as per material fact release on July 3, 2012. In case of issuance of 70,251,551 common shares of Gafisa to the other shareholders of AUSA, these shareholders of AUSA will receive 13.96% of Gafisa’s total capital stock and will become relevant shareholders of Gafisa.

112


 

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

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

Other information deemed relevant by the Company

 

2.   SHARES HELD BY PARENT COMPANIES, MANAGEMENT AND BOARD

 

 

06/30/2012

     
 

Common shares

     
 

Shares

%

     

Shareholders holding effective control of the Company

-

0.00%

Board of Directors

357,795

0.08%

Executive directors

1,094,226

0.25%

Fiscal council

-

0.00%

     

Executive control, board members, officers and fiscal council

1,452,021

0.33%

     

Treasury shares

599,486

0.14%

     

Outstanding shares in the market (*)

430,820,778

99.53%

     

Total shares

432,872,285

100,00%

     
 

09/30/2010

     
 

Common shares

     
 

Shares

%

     

Shareholders holding effective control of the Company

 

 

Board of Directors

134,968

0.03%

Executive directors

486,692

0.11%

Fiscal council

 

 

     

Executive control, board members, officers and fiscal council

621,660

0.14%

     

Treasury shares

599,486

0.14%

     

Outstanding shares in the market (*)

430,916,593

99.72%

     

Total shares

432,137,739

100.00%

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

113


 

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

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

 

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.

 

114


 

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

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

Reports and statements \ Management statement of interim financial information

 

 

Management statement of interim financial information

 

STATEMENT

 

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

 

i)              Management has reviewed, discussed and agreed with the auditor’s conclusion expressed on the report on review interim financial Information for the quarter ended June 30, 2012; and

 

ii)             Management has reviewed and agreed with the interim information for the quarter ended June 30, 2012.

 

Sao Paulo, August 8, 2012

 

GAFISA S.A.

 

Management

 

 

 

115


 

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

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

 

Reports and Statements \

Management statement on the report on review of interim financial information

 

 

 

Management Statement on the Review Report

 

STATEMENT

 

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

 

iii)            Management has reviewed, discussed and agreed with the auditor’s conclusion expressed on the report on review interim financial Information for the quarter ended June 30, 2012; and

 

iv)           Management has reviewed and agreed with the interim information for the quarter ended June 30, 2012.

 

Sao Paulo, August 8, 2012

 

GAFISA S.A.

 

Management

 

 

116

 

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 24, 2012
 
Gafisa S.A.
 
By:
/s/ Alceu Duílio Calciolari

 
Name:   Alceu Duílio Calciolari
Title:     Chief Executive Officer and Investor Relations Officer