gfaitr2q13_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, 2013

(Commission File No. 001-33356),

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


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



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

Form 20-F ___X___ Form 40-F ______



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


Yes ______ No ___X___

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

Yes ______ No ___X___

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

Yes ______ No ___X___

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


 

(A free translation from the original in Portuguese into English)
Quarterly information – 06/30/2013 – Gafisa S.A.

Company data  
Capital Composition 1
Individual financial statements  
Balance sheet - Assets 2
Balance sheet – Liabilities 3
Statement of income 4
Statement of comprehensive income (loss) 5
Statement of cash flows 6
Statements of changes in Equity  
01/01/2013 to 06/30/2013 7
01/01/2012 to 06/30/2012 8
Statement of value added 9
Consolidated Financial Statements  
Balance sheet - Assets 10
Balance sheet – Liabilities 11
Statement of income 13
Statement of comprehensive income (loss) 15
Statement of cash flows 16
Statements of changes in Equity  
01/01/2013 to 06/30/2013 17
01/01/2012 to 06/30/2012 18
Statement of value added 19
Comments on performance 20
Notes to interim financial information 61
Comments on Company’s Business Projections 116
Other information deemed relevant by the Company 117
Reports and statements  
Report on review of interim financial information N/A
Management statement of interim financial information 120
Management statement on the report on review of interim financial information 121

 


 

(A free translation from the original in Portuguese into English)
Quarterly information – 06/30/2013 – Gafisa S.A.

COMPANY DATA / CAPITAL COMPOSITION

Number of Shares CURRENT QUARTER
(in thousands) 6/30/2013
Paid-in Capital  
Common 435,099
Preferred 0  
Total 435,099
Treasury shares     
Common 10,600
Preferred 0  
Total 10,600

 

1


 

(A free translation from the original in Portuguese into English)
Quarterly information – 06/30/2013 – Gafisa S.A.

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

CODE DESCRIPTION ACTUAL QUARTER PRIOR YEAR
    6/30/2013 12/31/2012
1 Total Assets 6,335,527 6,435,206
1.01 Current Assets 2,642,215 2,193,251
1.01.01 Cash and cash equivalents 41,648 95,836
1.01.01.01 Cash and banks 13,894 30,546
1.01.01.02 Short-term investments 27,754 65,290
1.01.02 Short-term investments 221,085 307,704
1.01.02.01 Fair value of short-term investments 221,085 307,704
1.01.03 Accounts receivable 953,242 826,531
1.01.03.01 Trade accounts receivable 953,242 826,531
1.01.03.01.01 Receivables from clients of developments 930,599 804,458
1.01.03.01.02 Receivables from clients of construction and services rendered 22,643 22,073
1.01.04 Inventories 782,995 730,869
1.01.04.01 Properties for sale 782,995 730,869
1.01.07 Prepaid expenses 30,748 40,470
1.01.07.01 Prepaid expenses and others 30,748 40,470
1.01.08 Other current assets 612,497 191,841
1.01.08.01 Non current assets for sale 5,800 14,000
1.01.08.02 Assets for sale from discontinuing operations 427,509 -
1.01.08.03 Others 179,188 177,841
1.01.08.03.01 Others accounts receivable and others 24,708 16,259
1.01.08.03.02 Derivative financial instruments 3,133 5,088
1.01.08.03.03 Receivables from related parties 151,347 156,494
1.02 Non current assets 3,693,312 4,241,955
1.02.01 Non current assets 661,788 638,005
1.02.01.03 Accounts receivable 191,766 237,485
1.02.01.03.01 Receivables from clients of developments 191,766 237,485
1.02.01.04 Inventories 256,590 194,765
1.02.01.09 Others non current assets 213,432 205,755
1.02.01.09.03 Others accounts receivable and others 120,954 119,948
1.02.01.09.04 Receivables from related parties 90,722 80,327
1.02.01.09.05 Derivative financial instruments 1,756 5,480
1.02.02 Investments 2,967,200 3,547,195
1.02.02.01 Interest in associates and affiliates 2,923,664 3,375,772
1.02.02.01.02 Interest in subsidiaries 2,801,482 3,149,641
1.02.02.01.04 Other investments 122,182 226,131
1.02.02.02 Interest in subsidiaries 43,536 171,423
1.02.02.02.01 Interest in subsidiaries - goodwill 43,536 171,423
1.02.03 Property and equipment 16,760 16,908
1.02.03.01 Operation property and equipment 16,760 16,908
1.02.04 Intangible assets 47,564 39,847
1.02.04.01 Intangible assets 47,564 39,847

 

2


 

(A free translation from the original in Portuguese into English)
Quarterly information – 06/30/2013 – Gafisa S.A.

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

CODE DESCRIPTION ACTUAL QUARTER PRIOR YEAR
    6/30/2013 12/31/2012
2 Total Liabilities 6,335,527 6,435,206
2.01 Current liabilities 1,885,531 1,710,192
2.01.01 Social and labor obligations 37,634 46,901
2.01.01.02 Labor obligations 37,634 46,901
2.01.01.02.01 Salaries, payroll charges and profit sharing 37,634 46,901
2.01.02 Suppliers 60,711 44,484
2.01.02.01 Local suppliers 60,711 44,484
2.01.03 Tax obligations 34,130 27,919
2.01.03.01 Federal tax obligations 34,130 27,919
2.01.04 Loans and financing 516,224 541,060
2.01.04.01 Loans and financing 314,521 356,781
2.01.04.02 Debentures 201,703 184,279
2.01.05 Others obligations 1,177,563 991,258
2.01.05.01 Payables to related parties 603,353 473,214
2.01.05.02 Others 574,210 518,044
2.01.05.02.04 Obligations for purchase of real estate and advances from customers 312,271 246,218
2.01.05.02.05 Other obligations 94,768 90,953
2.01.05.02.06 Payables to venture partners 110,495 110,513
2.01.05.02.07 Obligations assumed on the assignment of receivables 56,676 70,360
2.01.06 Provisions 59,269 58,570
2.01.06.01 Tax, labor and civel lawsuits 59,269 58,570
2.01.06.01.01 Tax lawsuits 363 372
2.01.06.01.02 Labor lawsuits 27,108 18,410
2.01.06.01.04 Civel lawsuits 31,798 39,788
2.02 Non current liabilities 2,000,670 2,180,510
2.02.01 Loans and financing 1,760,449 1,808,593
2.02.01.01 Loans and financing 934,762 818,973
2.02.01.01.01 Loans and financing in local currency 934,762 818,973
2.02.01.02 Debentures 825,687 989,620
2.02.02 Others obligations 107,337 238,194
2.02.02.02 Others 107,337 238,194
2.02.02.02.03 Obligations for purchase of real estate and advances from customers 19,503 34,189
2.02.02.02.04 Other liabilities 38,727 22,047
2.02.02.02.05 Payables to venture partners 14,443 119,535
2.02.02.02.06 Obligations assumed on the assignment of receivables 34,664 62,423
2.02.03 Deferred taxes 63,926 63,926
2.02.03.01 Deferred income tax and social contribution 63,926 63,926
2.02.04 Provisions 68,958 69,797
2.02.04.01 Tax, labor and civel lawsuits 68,958 69,797
2.02.04.01.04 Civel lawsuits 68,958 69,797
2.03 Equity 2,449,326 2,544,504
2.03.01 Capital 2,740,657 2,735,794
2.03.02 Capital Reserves 4,809 35,233
2.03.02.04 Granted options 117,727 108,181
2.03.02.05 Treasury shares -41,701 -1,731
2.03.02.07 Reserve for expenditures with public offering -71,217 -71,217
2.03.05 Accumulated losses -296,140 -226,523

 

3


 

(A free translation from the original in Portuguese into English)
Quarterly information
06/30/2013 Gafisa S.A.

INDIVIDUAL STATEMENT OF INCOME (in thousands of Brazilian Reais)

        PRIOR YEAR YEAR TO DATE FROM
CODE DESCRIPTION ACTUAL QUARTER YEAR TO DATE QUARTER PREVIOUS YEAR
    4/1/2013 to 6/30/2013 1/1/2012 to 6/30/2013 4/1/2012 to 6/30/2012 1/1/2012 to 06/30/2012
3.01 Gross Sales and/or Services 297,500 599,767 339,774 652,796
3.01.01 Real estate development and sales and construction services rendered 327,218 656,700 359,851 714,897
3.01.03 Taxes on sales and services -29,718 -57,003 -20,077 -62,101
3.02 Cost of sales and/or services -194,200 -428,712 -265,260 -508,740
3.02.01 Cost of real estate development -194,200 -428,712 -265,260 -508,740
3.03 Gross profit 103,300 171,055 74,514 144,056
3.04 Operating expenses/income -97,216 -196,541 -43,242 -113,270
3.04.01 Selling expenses -33,006 -61,555 -28,115 -50,473
3.04.02 General and administrative expenses -30,105 -60,479 -33,068 -66,059
3.04.05 Other operating expenses -24,247 -34,470 -6,706 -20,160
3.04.05.01 Depreciation and amortization -8,317 -14,526 252 -11,216
3.04.05.02 Other operating expenses -15,930 -19,944 -6,958 -8,944
3.04.06 Equity pick-up -9,858 -40,037 24,647 23,422
3.05 Income (loss) before financial results and income taxes 6,084 -25,486 31,272 30,786
3.06 Financial -35,537 -77,650 -51,477 -92,909
3.06.01 Financial income 7,998 15,204 4,941 9,112
3.06.02 Financial expenses -43,535 -92,854 -56,388 -102,021
3.07 Income before income taxes -29,453 -103.136 -20,175 -62,123
3.08 Income and social contribution taxes 0 0 6,235 2,986
3.08.01 Current 0 0 6,979 0
3.08.02 Deferred 0 0 -744 2,986
3.09 Income (loss) from continuing operation -29,453 -103,136 -13,940 -59,137
3.10 Income (loss) from discontinuing operation 15,309 33,519 14,986 28,669
3.10.1 Income (loss) from discontinuing operation 15,309 33,519 14,986 28,669
3.11 Income (loss) for the period -14,144 -69,617 1,046 -30,468
3.99 Income (loss) per share (Reais)        
3.99.01 Basic earnings (loss) per share        
3.99.01.01 ON -0.03290 -0.16220 0.00240 -0.07050
3.99.02 Diluted earnings (loss) per share        
3.99.02.01 ON -0.03290 -0.16220 0.00240 -0.07050

 

4


 

(A free translation from the original in Portuguese into English)
Quarterly information
06/30/2013 Gafisa S.A.

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

        PRIOR YEAR YEAR TO DATE FROM
CODE DESCRIPTION ACTUAL QUARTER YEAR TO DATE QUARTER PREVIOUS YEAR
    4/1/2013 to 6/30/2013 1/1/2012 to 6/30/2013 4/1/2012 to 6/30/2012 1/1/2012 to 06/30/2012
4.01 Income (loss) for the period -14,144 -69,617 1,046 -30,468
4.03 Comprehensive income (loss) for the period -14,144 -69,617 1,046 -30,468

 

5


 

(A free translation from the original in Portuguese into English)
Quarterly information – 06/30/2013 – Gafisa S.A.

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

      YEAR TO DATE FROM
CODE DESCRIPTION YEAR TO DATE PREVIOUS YEAR
    1/1/2013 to 6/30/2013 1/1/2012 to 6/30/2012
6.01 Net cash from operating activities 70,694 289,398
6.01.01 Cash generated in the operations 5,556 -31,222
6.01.01.01 Loss before income and social contribution taxes -103,136 -62,123
6.01.01.02 Stock options expenses 9,480 11,423
6.01.01.03 Unrealized interest and finance charges, net 7,469 1,361
6.01.01.04 Depreciation and amortization 14,526 11,216
6.01.01.05 Write-off of property and equipment, net 1,761 1,186
6.01.01.06 Provision for legal claims 15,476 14,935
6.01.01.07 Warranty provision -2,380 1,164
6.01.01.08 Provision for profit sharing 9,799 12,800
6.01.01.09 Allowance for doubtful accounts -9 5,663
6.01.01.10 Provision for realization of non-financial assets – properties for sale -393 -9,315
6.01.01.11 Provision for penalties due to delay in construction works -1,876 -2,433
6.01.01.12 Financial instruments 5,689 -5,186
6.01.01.13 Equity pick-up 40,037 -23,422
6.01.01.14 Provision for realization of non-financial assets – intangible 2,413 11,509
6.01.01.15 Write-off of investments 6,700 0
6.01.02 Variation in Assets and Liabilities 65,408 320,620
6.01.02.01 Trade accounts receivable -117,873 -8,919
6.01.02.02 Properties for sale -105,357 156,519
6.01.02.03 Other accounts receivable -7,751 -6,967
6.01.02.04 Transactions with related parties 235,056 330,660
6.01.02.05 Prepaid expenses 9,722 -32,902
6.01.02.06 Suppliers 16,228 -8,871
6.01.02.07 Obligations for purchase of land and adv. from customers 51,368 -80,665
6.01.02.08 Taxes and contributions 6,211 -19,107
6.01.02.09 Salaries and payable charges -19,071 2,222
6.01.02.10 Other obligations -3,125 -11,350
6.02 Net cash from investing activities 65,938 -81,284
6.02.01 Purchase of property and equipment and intangible assets -23,857 -16,330
6.02.02 Redemption of short-term investments 932,211 258,512
6.02.03 Short-term investments -845,592 -296,682
6.02.04 Additional investments in subsidiaries -3,999 -26,784
6.02.05 Received dividends 7,175 0
6.03 Net cash from financing activities -191,090 -225,722
6.03.01 Capital increase 4,863 2
6.03.02 Loans and financing obtained 423,354 226,599
6.03.03 Payment of loans and financing -503,802 -336,218
6.03.06 Payables to venture partners -105,110 -104,780
6.03.07 Loan transactions with related parties -10,395 -11,325
6.05 Net decrease of cash and cash equivalents -54,188 -17,608
6.05.01 Cash and cash equivalents at the beginning of the period 95,836 32,226
6.05.02 Cash and cash equivalents at the end of the period 41,648 14,618

 

6


 

(A free translation from the original in Portuguese into English)
Quarterly information
06/30/2013 Gafisa S.A.

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

      Capital reserves,   Retained earnings/ Others  
      stock options and   accumulated comprehensive  
 CODE DESCRIPTION Capital treasury shares Profit reserves losses income Total Equity
5.01 Opening balance 2,735,794 35,233 0 -226,523 0 2,544,504
5.03 Opening adjusted balance 2,735,794 35,233 0 -226,523 0 2,544,504
5.04 Capital transactions with shareholders 4,863 -30,424 0 0 0 -25,561
5.04.01 Capital increase 4,863 0 0 0 0 4,863
5.04.03 Realization of granted options 0 9,546 0 0 0 9,546
5.04.04 Acquired treasury shares 0 -39,970 0 0 0 -39,970
5.05 Total of comprehensive loss 0 0 0 -69,617 0 -69,617
5.05.01 Loss for the period 0 0 0 -69,617 0 -69,617
5.07 Closing balance 2,740,657 4,809 0 -296,140 0 2,449,326

 

7


 

(A free translation from the original in Portuguese into English)
Quarterly information
06/30/2013 Gafisa S.A.

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

      Capital reserves,   Retained earnings/ Others  
      stock options and   accumulated comprehensive  
 CODE DESCRIPTION Capital treasury shares Profit reserves deficit income Total equity
5.01 Opening balance 2,734,157 16,335 0 -102,019 0 2,648,473
5.03 Opening Adjusted balance 2,734,157 16,335 0 -102,019 0 2,648,473
5.04 Capital transactions with shareholders 2 11,713 0 0 0 11,715
5.04.01 Capital increase 2 0 0 0 0 2
5.04.03 Realization of granted options 0 11,713 0 0 0 11,713
5.05 Comprehensive Income 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

 

8


 

(A free translation from the original in Portuguese into English)
Quarterly information – 06/30/2013 – Gafisa S.A.

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

      YEAR TO DATE FROM
CODE DESCRIPTION YEAR TO DATE PREVIOUS YEAR
    1/1/2013 to 6/30/2013 1/1/2012 to 6/30/2012
7.01 Revenues 656,770 714,897
7.01.01 Real estate development, sale and services 656,761 714,897
7.01.04 Allowance for doubtful accounts 9 0
7.02 Inputs acquired from third parties -418,095 -460,805
7.02.01 Cost of Sales and/or Services -398,468 -467,983
7.02.02 Materials, energy, outsourced labor and other -19,627 7,178
7.03 Gross added value 238,675 254,092
7.04 Retentions -14,526 -11,216
7.04.01 Depreciation, amortization and depletion -14,256 -11,216
7.05 Net added value produced by the Company 224,149 242,876
7.06 Added value received on transfer -24,833 32,534
7.06.01 Equity pick-up -40,037 23,422
7.06.02 Financial income 15,204 9,112
7.07 Total added value to be distributed 199,316 275,410
7.08 Added value distribution 199,316 275,410
7.08.01 Personnel and payroll charges 76,887 90,340
7.08.02 Taxes and contributions 68,948 72,759
7.08.03 Compensation – Interest 123,098 142,779
7.08.04 Compensation – Company capital -69,617 -30,468
7.08.04.03 Retained losses -69,617 -30,468

 

9


 

(A free translation from the original in Portuguese into English)
Quarterly information – 06/30/2013 – Gafisa S.A.

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

CODE DESCRIPTION ACTUAL QUARTER PRIOR YEAR
    6/30/2013 12/31/2012
1 Total Assets 8,492,744 8,714,662
1.01 Current Assets 6,745,681 6,406,346
1.01.01 Cash and cash equivalents 476,749 587,956
1.01.01.01 Cash and banks 110,443 219,453
1.01.01.02 Short-term investments 366,306 368,503
1.01.02 Short-term investments 624,411 979,799
1.01.02.01 Fair value of short-term investments 624,411 979,799
1.01.03 Accounts receivable 2,184,064 2,493,170
1.01.03.01 Trade accounts receivable 2,184,064 2,493,170
1.01.03.01.01 Receivables from clients of developments 2,151,981 2,468,348
1.01.03.01.02 Receivables from clients of construction and services rendered 32,083 24,822
1.01.04 Inventories 1,557,079 1,901,670
1.01.07 Prepaid expenses 47,632 61,685
1.01.07.01 Prepaid expenses and others 47,632 61,685
1.01.08 Other current assets 1,885,746 382,066
1.01.08.01 Non current assets for sale 144,470 139,359
1.01.08.02 Assets for sale from discontinuing operations 1,521,277 0
1.01.08.03 Others 189,999 242,707
1.01.08.03.01 Others accounts receivable 80,058 77,573
1.01.08.03.02 Receivables from related parties 106,808 155,910
1.01.08.03.03 Derivative financial instruments 3,133 9,224
1.02 Non Current assets 1,747,063 2,308,316
1.02.01 Non current assets 1,042,373 1,385,494
1.02.01.03 Accounts receivable 286,913 820,774
1.02.01.03.01 Receivables from clients of developments 286,913 820,774
1.02.01.04 Inventories 469,644 274,034
1.02.01.09 Others non current assets 285,816 290,686
1.02.01.09.03 Others accounts receivable and others 157,294 165,154
1.02.01.09.04 Receivables from related parties 126,766 115,089
1.02.01.09.05 Derivative financial instruments 1,756 10,443
1.02.02 Investments 554,840 646,590
1.02.02.01 Interest in associates and affiliates 554,840 646,590
1.02.02.01.01 Interest in subsidiaries 554,840 646,590
1.02.03 Property and equipment 42,732 46,145
1.02.03.01 Operation property and equipment 42,732 46,145
1.02.04 Intangible assets 107,118 230,087
1.02.04.01 Intangible assets 63,582 58,664
1.02.04.02 Goodwill 43,536 171,423

 

10


 

(A free translation from the original in Portuguese into English)
Quarterly information – 06/30/2013 – Gafisa S.A.

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

CODE DESCRIPTION ACTUAL QUARTER PRIOR YEAR
    6/30/2013 12/31/2012
2 Total Liabilities 8,492,744 8,714,662
2.01 Current liabilities 2,873,442 2,632,309
2.01.01 Social and labor obligations 62,148 104,585
2.01.01.02 Labor obligations 62,148 104,585
2.01.01.02.01 Salaries, payroll charges and profit sharing 62,148 104,585
2.01.02 Suppliers 101,194 154,763
2.01.02.01 Local suppliers 101,194 154,763
2.01.03 Tax obligations 155,716 222,578
2.01.03.01 Federal tax obligations 155,716 222,578
2.01.04 Loans and financing 872,875 960,333
2.01.04.01 Loans and financing 487,118 613,973
2.01.04.01.01 In Local Currency 487,118 613,973
2.01.04.02 Debentures 385,757 346,360
2.01.05 Others obligations 895,235 1,131,480
2.01.05.01 Paybales to related parties 45,365 129,254
2.01.05.02 Others 849,870 1,002,226
2.01.05.02.01 Minimum mandatory dividends 0 6,279
2.01.05.02.04 Obligations for purchase of real estate and advances from customers 478,054 503,889
2.01.05.02.05 Payables to venture partners 113,396 161,373
2.01.05.02.06 Other obligations 178,657 196,346
2.01.05.02.07 Obligations assumed on assignment of receivables 79,763 134,339
2.01.06 Provisions 59,269 58,570
2.01.06.01 Tax, labor and civel lawsuits 59,269 58,570
2.01.06.01.01 Tax lawsuits 363 372
2.01.06.01.02 Labor lawsuits 27,108 18,410
2.01.06.01.04 Civel lawsuits 31,798 39,788
2.01.07 Liabilities on non current assets for sale and from discontinuing operations 727,005 0
2.01.07.02 Liabilities on assets from discontinuing operations 727,005 0
2.02 Non current liabilities 3,000,844 3,387,465
2.02.01 Loans and financing 2,619,665 2,680,104
2.02.01.01 Loans and financing 1,245,753 1,290,561
2.02.01.01.01 Loans and financing in local currency 1,245,753 1,290,561
2.02.01.02 Debentures 1,373,912 1,389,543
2.02.02 Other obligations 180,397 477,196
2.02.02.02 Others 180,397 477,196
2.02.02.02.03 Obligations for purchase of real estate and advances from customers 54,728 70,194
2.02.02.02.04 Other obligations 57,293 88,709
2.02.02.02.05 Payables to venture partners 14,443 162,333
2.02.02.02.06 Obligations assumed on assignment of receivables 53,933 155,960
2.02.03 Deferred taxes 76,701 80,375
2.02.03.01 Deferred income tax and social contribution 76,701 80,375
2.02.04 Provisions 124,081 149,790
2.02.04.01 Tax, labor and civel lawsuits 124,081 149,790
2.02.04.01.01 Tax lawsuits 1,436 14,298
2.02.04.01.02 Labor lawsuits 38,196 36,665
2.02.04.01.04 Civel lawsuits 84,449 98,827
2.03 Equity 2,618,458 2,694,888

 

11


 

(A free translation from the original in Portuguese into English)
Quarterly information – 06/30/2013 – Gafisa S.A.

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

CODE DESCRIPTION ACTUAL QUARTER PRIOR YEAR
    6/30/2013 12/31/2012
2.03.01 Capital 2,740,657 2,735,794
2.03.01.01 Capital 2,740,657 2,735,794
2.03.02 Capital Reserves 4,809 35,233
2.03.02.04 Granted options 117,727 108,181
2.03.02.05 Treasury shares -41,701 -1,731
2.03.02.07 Reserve for expenditures with public offering -71,217 -71,217
2.03.05 Retained earnings/accumulated losses -296,140 -226,523
2.03.09 Non-controlling interest 169,132 150,384

 

12


 

(A free translation from the original in Portuguese into English)
Quarterly information
06/30/2013 Gafisa S.A.

CONSOLIDATED STATEMENT OF INCOME (in thousands of Brazilian Reais)

        PRIOR YEAR YEAR TO DATE FROM
CODE DESCRIPTION ACTUAL QUARTER YEAR TO DATE QUARTER PREVIOUS YEAR
    4/1/2013 to 6/30/2013 1/1/2012 to 6/30/2013 4/1/2012 to 6/30/2012 1/1/2012 to 06/30/2012
3.01 Gross Sales and/or Services 640,864 1,148,414 779,779 1,493,883
3.01.01 Real estate development and sales and construction services rendered 704,739 1,253,023 836,601 1,616,214
3.01.03 Taxes on sales and services -63,875 -104,609 -56,822 -122,331
3.02 Cost of sales and/or services -497,066 -926,471 -610,459 -1,213,697
3.02.01 Cost of real estate development -497,066 -926,471 -610,459 -1,213,697
3.03 Gross profit 143,798 221,943 169,320 280,186
3.04 Operating expenses/income -144,430 -250,762 -133,015 -242,590
3.04.01 Selling expenses -60,407 -115,627 -56,103 -104,859
3.04.02 General and administrative expenses -49,599 -102,604 -59,831 -119,731
3.04.05 Other operating expenses -19,936 -36,162 -35,390 -62,185
3.04.05.01 Depreciation and amortization -11,022 -20,431 -11,264 -28,165
3.04.05.02 Other operating expenses -8,914 -15,731 -24,126 -34,020
3.04.06 Equity pick-up -14,488 3,631 18,309 44,185
3.05 Income (loss) before financial results and income taxes -632 -28,819 36,305 37,596
3.06 Financial -33,662 -82,827 -55,963 -96,454
3.06.01 Financial income 16,757 35,688 15,799 28,618
3.06.02 Financial expenses -50,419 -118,515 -71,762 -125,072
3.07 Income before income taxes -34,294 -111,646 -19,658 -58,858
3.08 Income and social contribution taxes -6,992 -13,429 -4,245 -18,049
3.08.01 Current -5,202 -9,165 -1,813 -11,836
3.08.02 Deferred -1,790 -4,264 -2,432 -6,213
3.09 Income (loss) from continuing operation -41,286 -125,075 -23,903 -76,907
3.10 Income (loss) from discontinuing operation 42,473 80,765 32,749 61,051
3.10.01 Income (loss) from discontinuing operation 42,473 80,765 32,749 61,051
3.11 Income (loss) for the period 1,187 -44,310 8,846 -15,856
3.11.01 Income (loss) attributable to the Company -14,144 -69,617 1,046 -30,468
3.11.02 Net income attributable to non-controlling interests 15,331 25,307 7,800 14,612
3.99 Income (loss) per share (Reais)        

 

13


 

(A free translation from the original in Portuguese into English)
Quarterly information
06/30/2013 Gafisa S.A.

CONSOLIDATED STATEMENT OF INCOME (in thousands of Brazilian Reais)

        PRIOR YEAR YEAR TO DATE FROM
CODE DESCRIPTION ACTUAL QUARTER YEAR TO DATE QUARTER PREVIOUS YEAR
    4/1/2013 to 6/30/2013 1/1/2012 to 6/30/2013 4/1/2012 to 6/30/2012 1/1/2012 to 06/30/2012
3.99.01 Basic earnings (loss) per share        
3.99.01.01 ON -0.03290 -0.16220 0.00240 -0.07050
3.99.02 Diluted earnings (loss) per share        
3.99.02.01 ON -0.03290 -0.16220 0.00240 -0.07050

 

14


 

(A free translation from the original in Portuguese into English)
Quarterly information
06/30/2013 Gafisa S.A.

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

        PRIOR YEAR YEAR TO DATE FROM
CODE DESCRIPTION ACTUAL QUARTER YEAR TO DATE QUARTER PREVIOUS YEAR
    4/1/2013 to 6/30/2013 1/1/2012 to 6/30/2013 4/1/2012 to 6/30/2012 1/1/2012 to 06/30/2012
4.01 Income (loss) for the period 1,187 -44,310 8,846 -15,856
4.03 Consolidated comprehensive income (loss) for the period 1,187 -44,310 8,846 -15,856
4.03.01 Income (loss) attributable to Gafisa -14,144 -69,617 1,046 -30,468
4.03.02 Net income attributable to the noncontrolling interests 15,331 25,307 7,800 14,612

 

15


 

(A free translation from the original in Portuguese into English)
Quarterly information – 06/30/2013 – Gafisa S.A.

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

      YEAR TO DATE
CODE DESCRIPTION YEAR TO DATE PRIOR YEAR
    1/1/2013 to 6/30/2013 1/1/2012 to 6/30/2012
6.01 Net cash from operating activities -41,174 165,242
6.01.01 Cash generated in the operations -40,247 -14,877
6.01.01.01 Loss before income and social contribution taxes -111,646 -58,858
6.01.01.02 Stock options expenses 9,545 11,713
6.01.01.03 Unrealized interest and finance charges, net 19,424 10,857
6.01.01.04 Depreciation and amortization 20,431 28,165
6.01.01.05 Write-off of property and equipment, net 5,186 4,745
6.01.01.06 Provision for legal claims 15,238 32,717
6.01.01.07 Warranty provision -2,440 2,284
6.01.01.08 Provision for profit sharing 17,427 20,386
6.01.01.09 Allowance for doubtful accounts -2,965 -13,052
6.01.01.10 Provision for realization of non-financial assets – properties for sale -924 -20,894
6.01.01.11 Provision for penalties due to delay in construction works -12,098 4,921
6.01.01.12 Financial instruments 5,700 -5,185
6.01.01.13 Equity pick-up -3,631 -44,185
6.01.01.14 Provision for realization of non-financial assets – intangible 506 11,509
6.01.02 Variation in Assets and Liabilities -927 180,119
6.01.02.01 Trade accounts receivable 96,826 3,743
6.01.02.02 Properties for sale -127,903 343,150
6.01.02.03 Other accounts receivable -23,073 32,229
6.01.02.04 Transactions with related parties -13,697 54,063
6.01.02.05 Prepaid expenses 13,890 -18,842
6.01.02.06 Suppliers 13,537 40,760
6.01.02.07 Obligations for purchase of land and adv. from customers 24,620 -186,195
6.01.02.08 Taxes and contributions -17,103 16,339
6.01.02.09 Salaries and payable charges -39,326 -1,971
6.01.02.10 Other obligations 75,236 -91,320
6.01.02.11 Income tax and social contribution paid -3,934 -11,837
6.02 Net cash from investing activities 155,486 111,257
6.02.01 Purchase of property and equipment and intangible assets -37,522 -45,272
6.02.02 Redemption of short-term investments 2,641,860 1,862,966
6.02.03 Short-term investments -2,450,241 -1,789,459
6.02.04 Short-term Investiments obtained -3,876 83,022
6.02.05 Received dividends 5,265 0
6.03 Net cash from financing activities -69,765 -75,377
6.03.01 Capital increase 4,863 2
6.03.02 Loans and financing obtained 948,313 541,826
6.03.03 Payment of loans and financing -857,622 -481,799
6.03.04 Treasury shares -39,970 0
  Proceeds from subscription of redeemable equity interest in    
6.03.05 securitization fund -5,089 11,915
6.03.06 Payables to venture partners -108,583 -143,418
6.03.07 Loans with related parties -11,677 -3,903
6.05 Net increase of cash and cash equivalents 44,547 201,122
6.05.01 Cash and cash equivalents at the beginning of the period 432,202 69,548
6.05.02 Cash and cash equivalents at the end of the period 476,749 270,670

 

16


 

(A free translation from the original in Portuguese into English)
Quarterly information
06/30/2013 Gafisa S.A.

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

      Capital reserves,   Retained earnings/ Others Total    
      stock options and Profit accumulated comprehensive shareholders’ Non controlling Total equity
 CODE DESCRIPTION Capital treasury shares reserves losses income equity interest consolidated
5.01 Opening balance 2,735,794 35,233 0 -226,523 0 2,544,504 150,384 2,694,888
5.03 Opening adjusted balance 2,735,794 35,233 0 -226,523 0 2,544,504 150,384 2,694,888
5.04 Capital transactions with shareholders 4,863 -30,424 0 0 0 -25,561 -6,559 -32,120
5.04.01 Capital increase 4,863 0 0 0 0 4,863 819 5,682
5.04.03 Realization of granted options 0 9,546 0 0 0 9,546 2,687 12,233
5.04.04 Acquired treasury shares 0 -39,970 0 0 0 -39,970 -3,556 -43,526
5.04.06 Dividends 0 0 0 0 0 0 -6,509 -6,509
5.05 Total of comprehensive income (loss) 0 0 0 -69,617 0 -69,617 25,307 -44,310
5.05.01 Income (loss) for the period 0 0 0 -69,617 0 -69,617 25,307 -44,310
5.07 Closing balance 2,740,657 4,809 0 -296,140 0 2,449,326 169,132 2,618,458

 

17


 

(A free translation from the original in Portuguese into English)
Quarterly information
06/30/2013 Gafisa S.A.

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

      Capital reserves,   Retained earnings/ Others Total    
      stock options and Profit accumulated comprehensive shareholders’ Non controlling Total equity
 CODE DESCRIPTION Capital treasury shares reserves deficit income equity interest consolidated
5.01 Opening balance 2,734,157 16,335 0 -102,019 0 2,648,473 101,621 2,750,094
5.03 Opening Adjusted balance 2,734,157 16,335 0 -102,019 0 2,648,473 101,621 2,750,094
5.04 Capital transactions with shareholders 2 11,713 0 0 0 11,715 -395 11,320
5.04.01 Capital increase 2 0 0     2 4,104 4,106
5.04.03 Realization of granted options 0 11,713   0 0 11,713 1,614 13,327
5.04.04 Acquired treasury shares 0 0 0 0 0 0 -1,973 -1,973
5.04.05 Dividends 0 0 0 0 0 0 -4,140 -4,140
5.05 Comprehensive Income (loss) 0 0 0 -30,468 0 -30,468 14,611 -15,857
5.05.01 Income (loss) for the period 0 0 0 -30,468 0 -30,468 14,611 -15,857
5.07 Closing balance 2,734,159 28,048 0 -132,487 0 2,629,720 115,837 2,745,557

 

18


 

(A free translation from the original in Portuguese into English)
Quarterly information – 06/30/2013 – Gafisa S.A.

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

      YEAR TO DATE
CODE DESCRIPTION YEAR TO DATE FROM PRIOR YEAR
    1/1/2013 to 6/30/2013 1/1/2012 to 6/30/2012
7.01 Revenues 1,253,023 1,616,214
7.01.01 Real estate development, sale and services 1,172,116 1,475,494
7.01.04 Allowance for doubtful accounts 80,907 140,720
7.02 Inputs acquired from third parties -828,843 -1,039,994
7.02.01 Cost of sales and/or services -856,704 -1,136,231
7.02.02 Materials, energy, outsourced labor and other 27,861 96,237
7.03 Gross added value 424,180 576,220
7.04 Retentions -20,431 -28,165
7.04.01 Depreciation, amortization and depletion -20,431 -28,165
7.05 Net added value produced by the Company 403,749 548,055
7.06 Added value received on transfer 39,319 72,803
7.06.01 Equity pick-up 3,631 44,185
7.06.02 Financial income 35,688 28,618
7.07 Total added value to be distributed 443,068 620,858
7.08 Added value distribution 443,068 620,858
7.08.01 Personnel and payroll charges 156,633 257,470
7.08.02 Taxes and contributions 167,770 191,319
7.08.03 Compensation – Interest 188,282 202,537
7.08.03.01 Interest 188,282 202,537
7.08.04 Compensation – Company capital -69,617 -30,468
7.08.04.03 Retained losses -69,617 -30,468

 

19


 
 

 

 


 
 

GAFISA GROUP REPORTS RESULTS FOR 2Q13 

 

--- 2Q13 sales of R$554 mm exceeded launches of R$461 mm and increased q-o-q ---

--- Sequential improvement in SoS on higher gross sales and fewer dissolutions ---

--- 1H13 unit deliveries represented 30% of guidance midpoint ---

--- Sale of 70% Stake in Alphaville to Blackstone and Pátria ---

 

 


IR Contact Info

Luciana Doria Wilson

Stella Hae Young Hong

Email: ri@gafisa.com.br

 

IR Website:

www.gafisa.com.br/ir

 

2Q13 Conference Call

August 12, 2013

 

> 8am US EST

In English (simultaneous translation from Portuguese)

+ 1-516-300-1066 US EST

Code: Gafisa

 

> 9am Brasilia Time

In Portuguese

+55-11-3728-5971

+55-11-3127-4971 (Brazil)

Code: Gafisa

 

Replay:

+55-11-3127-4999 (EUA)

Code: 89231355

+55-11-3127-4999 (Brazil)

Code: 70360883

Webcast: www.gafisa.com.br/ir  

Shares

GFSA3– Bovespa

GFA – NYSE

Total Outstanding Shares:

435,099,5351

Average daily trading volume (90 days2): R$61.8 million

1)      Including 599,486 treasury shares

2)      Up June 30, 2013

 
 
FOR IMMEDIATE RELEASE - São Paulo, August 09, 2013 – Gafisa S.A. (Bovespa: GFSA3; NYSE: GFA), Brazil’s leading diversified national homebuilder, today reported financial results for the second quarter ended June 30, 2013.

Duilio Calciolari, Chief Executive Officer, said: “The agreement reached with private equity funds Blackstone and Pátria to sell the majority share marks the completion of the strategic review of Alphaville operations that began in September 2012.

Management went ahead with the transaction because we believe that the partial sale of Alphaville is the best strategy to unlock the significant value created by Gafisa since it acquired the community development company back in 2006. We are also confident that it is the approach that will generate the highest returns for shareholders over the long term.

The association with Blackstone and Pátria means a partnership with the biggest, and one of the best, real estate funds in the world. This partnership will realize Alphaville’s full potential and also create opportunities for future collaboration.

Furthermore, by retaining a 30% stake in Alphaville, Gafisa will be engaged in the brand’s business and share in profit generation. The structure agreed upon will enable Gafisa, after 4 years, to either remain a holder or sell its share in an eventual IPO.

Upon completion of the transaction, Gafisa’s capital structure will be much stronger. This will not only reduce interest rates but also reinforce our balance sheet. The resources will be used to reduce indebtedness and to maintain liquidity at a level on par with the volume of current operations. The use of resources will in future reflect leverage levels considered healthy by the Company, considering its long business cycle.

In the last two years, the Group has undertaken a series of actions to simplify its operations, including reducing the geographic scope of Gafisa and Tenda and revising processes. We will continue to restructure the Company’s operations, maintaining our focus on the Gafisa brand’s operations, while at the same time delivering legacy projects at Tenda and expanding the brand’s profitability under its new business model.

Management’s sharpened focus on these two business segments will result in much higher efficiencies, seeking to create future returns for shareholders.

The homebuilding sector possesses long business cycles, so changes take some time to be reflected in the financial results. However rather than pursue short term growth, we strongly believe that it is more important to build sustainable foundations that generate profit and value over the long term.”

2

 

21

 

 
 
 

 

CONSOLIDATED  FINANCIAL RESULTS – INCLUDING ALPHAVILLE RESULTS AS HELD FOR SALE

     Gafisa’s 2Q13 consolidated results classify Alphaville assets as held for sale. This reflect the impending sale of a 70% stake to Blackstone and Pátria.(1)

     Net revenue recognized by the “PoC” method was R$641 million in the second quarter, compared to R$508 million in the 1Q13 and R$780 million in the 2Q12.

     Gross profit was R$144 million compared to R$78 million in the 1Q13 and R$169 million in the 2Q12.

     Adjusted EBITDA was R$94 million, compared to R$58 million in the 1Q13 and R$129 million in the 2Q12. The adjusted EBITDA margin reached 14.7%, compared to 11.4% in the 1Q13 and 16.5% in the 2Q12. For comparison purposes, considering the pro forma result with Alphaville consolidated EBITDA margin was 13.8% versus 10.0% in the 1Q13.  

     Second quarter net loss was R$14 million compared with a net loss of R$55 million in the 1Q13 and net income of R$1 million in the 2Q12. The results on the partial sale of Alphaville to Blackstone and Pátria are not reflected in the consolidated earnings. The nonrecurring gain will be recognized upon on closing.

     At June 30, 2013, the Company had approximately R$1.1 billion in cash. The net debt to equity ratio reached 96% in the second quarter of 2013.

     Excluding project finance, the net debt/equity ratio was 28%.

     Proceeds from the sale of Alphaville are not reflected in the balance for 2Q13. The transaction is expected to be concluded until October 2013, at which point the proceeds will reduce debt.

     Fitch upgraded Gafisa’s rating outlook from “Negative” to “Stable”.

CONSOLIDATED  OPERATING  RESULTS  INCLUDING ALPHAVILLE OPERATIONAL RESULTS

     Launches totaled R$461 million in the 2Q13, a 50% sequential increase compared to the 1Q13. Y-o-Y launches decreased 16%. The result represents 26% 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.

     Pre-sales totaled R$554 million in the 2Q13, a 154% increase over the 1Q13 and a 12% decrease compared to the 2Q12. Sales from launches represented 47% of the total, while sales from inventory comprised the remaining 53%.

     Sales speed of launches reached 44% in the 2Q13 and 52% in the 1H13. Sales over supply reached 13%, compared to 16% in the 2Q12, on higher gross sales and a lower volume of dissolutions.

     Inventory at market value increased R$71 million to R$3.6 billion from R$3.5 billion in the 1Q13.

     The Group delivered 4,673 units in the 1H13.

 

 

Note: The assets and liabilities of Alphaville were presented in single lines in assets and liabilities, as "Assets / Liabilities held for sale". On a consolidated basis, all assets were reclassified to assets held for sale in current assets, including our remaining 10% in Alphaville. The balance sheets for prior periods are not restated and therefore are not comparable." We present below the balances pro-forma 1Q13 and 2Q12 for informational purposes and comparability. The income statement for June 30, 2012 was restated considering the effects of deconsolidation of Alphaville. The result was presented in Alphaville results specifies named "Result from discontinued operations.”

 

22


 
 

 

 

 


 

Recent Events 05
Gafisa Group Key Numbers 08
Consolidated Numbers for the Gafisa Group 09
Gafisa Segment 10
Tenda Segment 14
Alphaville Segment 19
Income Statement 21
Revenues 21
Gross Profit 22
Selling, General and Administrative Expenses 22
EBITDA 24
Net Income 24
Backlog of Revenues and Results 25
Balance Sheet 26
Cash and Cash Equivalents 26
Accounts Receivable 26
Inventory 26
Liquidity 27
Covenant Ratios 28
Outlook 29
Group Gafisa Consolidated Income Statement 30
Group Gafisa Consolidated Balance Sheet 31
Cash Flow 33
Glossary 40

4

  

23


 
 

 

 

 

RECENT EVENTS   

Updated Status of Alphaville

On June 7, Gafisa announced it had signed an agreement to sell a majority stake in Alphaville Urbanismo S.A., the leading urban community development company in Brazil, Gafisa will retain the remaining 30% ownership of the brand post the conclusion of the sale transaction expected until October, 2013. The nonrecurring expected inflow of R$1.4 billion from the cash sale, effect on the equity and level of leverage are not reflected in the 2Q13 results. The transaction is expected to conclude until October. Thereafter, Gafisa’s net debt to equity will decrease from the 96% reported at the end of the 2Q13 to approximately 54%, based on unaudited pro-forma data for the period.

On the same date, Gafisa entered into an agreement with Alphaville’s founding partners to complete the purchase of the outstanding 20% stake in Alphaville, for a total consideration of R$367 million, ending the arbitration process. Subsequently, on July 3rd, 2013, Gafisa announced the liquidation of the purchase of the remaining stake.

Completion of the sale to Blackstone and Pátria is subject to closing conditions customary for a transaction of this nature and is expected to occur in the second half of the year.

Classification of Assets as Held for Sale with the Retention of Associate Non-Controlling Interest

Given the impending sale of a 70% stake in Alphaville and associated transfer of operations to the buyer, these assets have been classified as held for sale. These adjustments are designed to bring Brazilian accounting standards in line with international practices. The effect of disposal transactions on the ongoing operations for the current and comparative prior periods are summarized below. The income statement for June 30, 2012 was restated considering the effects of deconsolidation of Alphaville. Alphaville’s result were classified as "Results from discontinued operations". The financial statements of prior periods (1Q13, 2Q12 and 1H12) were disclosed on a comparable basis.

Table 1. Statement of Comprehensive Income for the 1H13 post Classification of Assets as Held for Sale

R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y(%)

Net Operating Revenue

640,864

507,550

26%

779,779

-18%

1,148,414

1,493,883

-23%

Operating Costs

(497,066)

(429,405)

16%

(610,459)

-19%

(926,471)

(1,213,697)

-24%

Gross profit

143,798

78,145

84%

169,320

-15%

221,943

280,186

-21%

Operating Expenses

 

 

 

 

 

 

 

 

Selling Expenses

(60,407)

(55,220)

9%

(56,103)

8%

(115,627)

(104,859)

10%

General and Administrative Expenses

(49,599)

(53,005)

-6%

(59,831)

-17%

(102,604)

(119,731)

-14%

Other Op. Revenues / Expenses

(8,914)

(6,817)

31%

(24,126)

-63%

(15,731)

(34,020)

-54%

Depreciation and Amortization

(11,022)

(9,409)

17%

(11,264)

-2%

(20,431)

(28,165)

-27%

Equity Income

(14,488)

18,119

-180%

18,309

-179%

3,631

44,185

-92%

Operating results

(632)

(28,187)

-98%

36,305

-102%

(28,819)

37,596

-177%

Financial Revenues

16,757

18,931

-11%

15,799

6%

35,688

28,618

25%

Financial Expenses

(50,419)

(68,096)

-26%

(71,762)

-30%

(118,515)

(125,072)

-5%

Loss Before Taxes on Income

(34,294)

(77,352)

-56%

(19,656)

74%

(111,646)

(58,858)

90%

Deferred Taxes

(1,790)

(2,474)

-28%

(2,431)

-26%

(4,264)

(6,212)

-31%

Income Tax and Social Contribution

(5,202)

(3,963)

31%

(1,813)

187%

(9,165)

(11,836)

-23%

Loss After Taxes on Income

(41,286)

(83,789)

-51%

(23,903)

73%

(125,075)

(76,909)

63%

Discontinued Operations

 

 

 

 

 

 

 

 

Profit for the period from discontinued operations1

42,473

38,292

11%

32,749

30%

80,765

61,051

32%

Minority Shareholders

15,331

9,976

54%

7,800

97%

25,307

14,612

73%

Net Loss from Continued Operations

(14,144)

(55,473)

-75%

1,046

-1453%

(69,617)

(30,470)

128%

 

5

  

24


 
 

 

 

 

RECENT EVENTS   

Classification of Assets as Held for Sale with Retention of Associate non-controlling Interest

The assets and liabilities of Alphaville were presented in single lines in assets and liabilities, as "Assets / Liabilities held for sale". On a consolidated basis, all assets were reclassified to assets held for sale in current assets, including our remaining 10% in Alphaville. The balance sheets for prior periods are not restated and therefore are not comparable." We present below the balances pro-forma 1Q13 and 2Q12 for informational purposes and comparability.

Table 2. Pro-Forma Balance Sheet for the 1Q13 and 2Q12 (Gafisa + Tenda) and IFRS impact

R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y

Current Assets

6,745,681

6,803,809

-1%

6,773,255

0%

Cash and cash equivalents

1,101,160

1,146,029

-4%

834,284

32%

Receivables from clients

2,184,064

2,174,751

0%

2,915,513

-25%

Properties for sale

1,557,079

1,576,361

-1%

1,516,187

3%

Assets held for sale

1,521,277

1,519,978

0%

1,108,518

37%

Other

382,101

386,690

-1%

398,753

-4%

Long-term Assets

1,042,373

1,013,904

3%

1,056,950

-1%

Receivables from clients

286,913

345,566

-17%

521,874

-45%

Properties for sale

469,644

395,369

19%

329,276

43%

Other

285,816

272,969

5%

205,800

39%

 

704,690

714,490

-1%

746,168

-6%

Intangible and Property and Equipment

149,850

224,122

-33%

218,246

-31%

Investments

554,840

490,368

13%

527,922

5%

Total Assets

 

8,492,744

8,532,203

0%

8,576,373

-1%

Current Liabilities

2,873,442

2,919,004

-2%

3,041,630

-6%

Loans, financing, investor obligations

986,271

1,017,010

-3%

1,401,104

-30%

Materials and service suppliers

 

101,194

106,356

-5%

120,188

-16%

Obligations asset held for sale

727,005

769,882

-6%

535,162

36%

Other

1,058,972

1,025,756

3%

985,176

7%

Long-term Liabilities

3,000,844

2,968,656

1%

2,789,187

8%

Loans, financing, investor obligations

2,634,108

2,585,095

2%

2,188,622

20%

Other

366,736

383,561

-4%

600,565

-39%

Shareholders' Equity

2,618,458

2,644,543

-1%

2,745,556

-5%

Shareholders' Equity

2,449,326

2,489,357

-2%

2,629,720

-7%

Non controlling interests

169,132

155,186

9%

115,836

46%

Liabilities and Shareholders' Equity

8,492,744

8,532,203

0%

8,576,373

-1%

 

 

6

  

25


 
 

 

  

RECENT EVENTS   

1H13 Official Numbers Reported to 1H13 Unaudited Reconciliation

The consolidated financial statements and unaudited pro forma financial information presented to exclude the operation classification as held for sale Alphaville.The unaudited pro forma condensed consolidated financial statements present financial information excluding the classification of Alphaville operations as held for sale. The unaudited consolidated financial information presented is for informational purposes only. We present in the tables below, the income statement and the balance sheet excluding the effects of the adjustments made in the last two quarters given the adoption of CPCs 18, 19, 36 and 31.

Figure 3. Pro-Forma Income Statement for the 1H13 and IFRS impact

R$000

Official 1H13

Adjustments

Pro-Forma 1H13

 

Amounts posted 30.06.13

Impact of adopting CPC 18(R2), 19 (R2) and CPC 36 (R3)

Impact of adopting CPC 31

Excluding the impact of the effects mentioned

Net Operating Revenue

1,148,414

89,792

394,772

1,632,978

Operating Costs

(926,471)

(82,549)

(201,967)

(1,210,988)

Gross profit

221,943

7,243

192,804

421,990

Gross Margin (%)

19.3%

 

 

25.6%

OPEX

(250,762)

(14,815)

(90,065)

(355,642)

Equity Income

3,631

(6,880)

3,249

0

Net Interest Income

(82,827)

8,345

(14,629)

(89,111)

Income Tax and Social Contribution

(13,429)

(1,016)

(7,344)

(21,789)

Minority Shareholders

(25,307)

243

(0)

(25,064)

Results Descontinued Operations

80,765

0

(80,765)

0

Net Loss from Continued Operations

(69,617)

0

0

(69,617)

EBITDA

151,690

 

 

189,201

Margin EBITDA (%)

13.2%

 

 

12.3%

 

Figure 4. Pro-Forma Balance Sheet for the 1H13 (excluding the classification of Alphaville operations as held for sale)

R$000

Official 1H13

Adjustments

Pro-Forma 1H13

 

Amounts posted 30.06.13

Impact of adopting CPC 18(R2), 19 (R2) and CPC 36 (R3)

Impact of adopting do CPC 31

Excluding the impact of the effects mentioned

Current Assets

6,745,681

769,575

(631,039)

6,884,207

Cash and cash equivalents

1,101,160

128,859

185,529

1,415,548

Receivables from clients

2,184,064

385,801

396,157

2,966,022

Properties for sale

1,557,079

333,060

276,427

2,166,566

Assets held for sale

1,521,277

0

(1,521,277)

0

Other

382,101

(78,145)

32,125

191,611

Long-term Assets

1,042,373

(12,963)

452,409

1,481,819

Receivables from clients

286,913

61,198

393,550

741,661

Properties for sale

469,644

(30,578)

46,294

485,360

Other

285,816

(43,583)

12,565

254,246

 

704,690

(561,390)

178,630

321,930

Intangible and Property and Equipment

149,850

28,563

143,517

321,930

Investments

554,840

(589,953)

35,113

0

Total Assets

8,492,744

195,222

0

8,687,966

Current Liabilities

2,873,442

103,748

(293,425)

2,683,765

Loans, financing, investor obligations

986,271

114,990

123,136

1,224,397

Materials and service suppliers

101,194

14,504

55,720

171,418

Obligations assets held for sale

727,005

0

(727,005)

0

Other

1,058,972

(25,746)

254,724

1,287,950

Long-term Liabilities

3,000,844

94,237

293,425

3,388,506

Loans, financing, investor obligations

2,634,108

56,583

159,680

2,850,371

Other

366,736

37,654

133,745

538,135

Shareholders' Equity

2,618,458

(2,763)

0

2,615,695

Shareholders' Equity

2,449,326

0

0

2,449,326

Non controlling interests

169,132

(2,763)

0

166,369

Liabilities and Shareholders' Equity

8,492,744

195,222

0

8,687,966

7

  

26


 
 

 

 

KEY NUMBERS FOR THE GAFISA GROUP 

Table 5. Operating and Financial Highlights – (R$000, unless otherwise specified)

 

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y

1H13

1H12

Y-o-Y

Launches (%Gafisa)

461,043

307,553

50%

546,519

-16%

768,596

1,010,259

-24%

Launches (100%)

519,546

391,690

33%

579,856

-10%

911,237

1,147,902

-21%

Launches, units (%Gafisa)

2,138

1,617

32%

1,182

81%

3,755

2,465

52%

Launches, units (100%)

2,530

2,003

26%

1,426

77%

4,533

3,093

47%

Contracted sales (%Gafisa)

553,639

218,281

154%

630,295

-12%

771,919

1,038,532

-26%

Contracted sales (100%)

627,326

255,929

145%

729,452

-14%

883,255

1,236,665

-29%

Contracted sales, units (% Gafisa)

2,670

831

221%

1,629

64%

3,501

2,130

64%

Contracted sales, units (100%)

3,030

1,076

182%

2,055

47%

4,106

2,954

39%

Contracted sales from Launches (%co)

262,411

76,276

244%

299,084

-12%

338,687

522,027

-35%

Sales over Supply (SoS) %

13.4%

5.9%

750bps

16.1%

-270bp

17.8%

24.0%

-620bp

Completed Projects (%Gafisa)

636,681

172,590

269%

1,195,783

-47%

809,271

2,302,590

-65%

Completed Projects, units (%Gafisa)

3,373

1,300

159%

6,032

-44%

4,673

12,197

-62%

 

 

 

 

 

 

 

 

 

Consolidated Land bank (R$) 

20,538,260

20,509,519

0%

15,398,446

33%

20,538,260

15,398,446

33%

Potential Units

99,181

108,305

-8%

63,146

57%

99,181

63,146

57%

Number of Projects / Phases

136

134

1%

121

12%

136

121

12%

Including Alphaville results as held for sale

 

Net revenues

640,864

507,550

26%

779,779

-18%

1,148,414

1,493,883

-23%

Gross profit

143,798

78,145

84%

169,320

-15%

221,943

280,186

-21%

Gross margin

22.4%

15%

704bps

22%

72bps

19,3%

18,8%

57 bps

Adjusted Gross Margin ¹

28.1%

22%

28%

27%

3%

25%

24%

6%

Adjusted EBITDA ²

93,921

57,769

63%

128,612

-27%

151,690

215,992

-30%

Adjusted EBITDA margin ²

14.7%

11.4%

327 bps

16.5%

-184 bps

13.2%

14.5%

-125 bps

Results assets held for sale

(42,473)

(38,292)

-11%

(32,749)

-30%

(80,765)

(61,051)

-32%

Adj. EBITDA margin ² Pro-forma

13.9%

10.2%

372 bps

15.3%

-147 bps

12.3%

13.8%

-154 bps

Adjusted Net (loss) profit ²

6,071

(40,836)

-115%

14,379

-58%

-34,765

-4,144

739%

Adjusted Net margin ²

0.9%

-8.0%

899bps

2%

-90bps

-6,1%

-2,0%

-402 bps

Net (loss) profit

(14,144)

(55,473)

-75%

1,046

-1453%

(69,617)

(30,468)

128%

EPS (loss) (R$)

(0.0333)

(0.1282)

949bps

0.0024

-357bps

-0.1622

-0.0705

130%

Number of shares ('000 final)

424,499

432,630

-2%

432,272

-2%

424,499

432,272

-2%

Pro-Forma5

 

 

 

 

 

 

 

 

Revenues to be recognized

2,148,090

2,313,333

-7%

3,392,309

-39%

2,148,090

3,392,309

-39%

Results to be recognized ³

708,634

763,694

-7%

1,088,719

-43%

708,634

1,088,719

-43%

REF margin ³

33%

33%

-1bps

32%

91bps

33%

32%

91bps

Pro-Forma5

 

 

 

 

 

 

 

 

Net debt and investor obligations

2,519,219

2,456,076

3%

2,755,442

-9%

2,519,219

2,755,442

-9%

Cash and cash equivalent

1,101,160

1,146,029

-4%

834,284

32%

1,101,160

834,284

32%

Equity

2,449,326

2,489,357

-2%

2,629,720

-7%

2,449,326

2,629,720

-7%

Equity + Minority shareholders

2,618,458

2,644,543

-1%

2,745,556

-5%

2,618,458

2,745,556

-5%

Total assets

8,492,744

8,532,203

0%

8,576,373

-1%

8,492,744

8,576,373

-1%

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

96%

93%

340bps

100%

-422bps

96%

100%

-422bps

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

5) Pro-forma – Gafisa + Tenda

 

 

 

27


 
 

 

 

CONSOLIDATED DATA FOR THE GAFISA GROUP   

Consolidated Launches

Second-quarter 2013 launches totaled R$461 million, a 50% sequential increase, and a 16% reduction compared to the 2Q12. The first-half result represents 26% of the mid-range of full-year launch guidance of R$2.7 to R$3.3 billion. 11 projects/phases were launched across 5 states in the 1H13, with Gafisa accounting for 39% of the PSV of launches, Alphaville 42% and Tenda the remaining 19% in terms of PSV.

Table 6. Consolidated Launches (R$ 000)

Launches

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Gafisa Segment

215,910

83,029

160%

465,900

-54%

298,939

680,590

-56%

Alphaville Segment

212,077

110,828

91%

80,619

163%

322,905

329,669

-2%

Tenda Segment

33,056

113,696

-71%

0

0%

146,752

0

0%

Total

461,043

307,553

50%

546,519

-16%

768,596

1,010,259

-24%

Consolidated Pre-Sales

Second-quarter 2013 consolidated pre-sales totaled R$554 million, a 154% increase compared to the previous quarter, and a 12% decrease versus the 2Q12. Sales from launches represented 47% of the total, while sales from inventory comprised the remaining 53% posted in the 2Q13.

Table 7. Consolidated Pre-Sales (R$ 000)

 

Pre-sales

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Gafisa Segment

216,911

101,116

115%

456,383

-52%

318,027

773,085

-59%

Alphaville Segment

166,887

110,380

51%

158,184

6%

277,267

340,161

-18%

Tenda Segment

169,841

6,785

2403%

15,728

980%

176,626

-74,715

336%

Total

553,639

218,281

154%

630,295

-12%

771,919

1,038,532

-26%

Consolidated Sales over Supply (SoS)

Consolidated sales over supply reached 13%, compared to 6% in the 1Q13, due to improvement in gross sales and a lower volume of dissolutions in the period. Y-o-Y sales speed decreased to 13% from 16%, given the lower volume of launches and higher volume of dissolutions. The consolidated sales speed of launches reached 44%.

Table 8. Gafisa Group Sales over Supply (SoS)

Launches

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Gafisa Segment

9.8%

5.0%

480 bps

19.6%

-980 bps

13.7%

29.2%

-1550 bps

Alphaville Segment

15.8%

12.0%

380 bps

21.6%

-580 bps

23.8%

37.3%

-1350 bps

Tenda Segment

20.0%

0.9%

1910 bps

1.8%

1820 bps

20.6%

-9.8%

3040 bps

Total

13.4%

5.9%

750 bps

16.1%

-270 bps

17.8%

24.0%

-620 bps

Results by Brand

Table 9. Main Operational & Official Financial Numbers - Contribution by Brand – 1H13

 

Gafisa (A)

Tenda (B)

Alphaville (C)

(A)   + (B) + (C)

Deliveries (PSV R$mn)

475,033

293,856

49,204

818,094

Deliveries (% contribution)

58%

36%

6%

100%

Deliveries (units)

1,728

2,526

419

4,673

Launches (R$mn)

298,939

146,752

322,905

768,596

Launches (% contribution)

39%

19%

42%

100%

Launches (units)

534

1,260

1,961

3,755

Pre-sales

318,027

176,626

277,267

771,919

Pre-Sales (% contribution)

41%

23%

36%

100%

Revenues (R$mn)1

741,644

406,769

0

1,148,413

Revenues (% contribution)

65%

35%

0%

100%

Gross Profit (R$mn) 1

211,833

10,110

0

221,943

Gross Margin (%)

28.6%

2.5%

0%

19.3%

EBITDA (R$mn)

102,241

(31,318)

80,767

151,690

EBITDA Margin (%)

13.8%

-7,7%

30%

13.2%

EBITDA (% contribution)

67.4%

-20.6%

53.2%

100.0%

Note: 1. Alphaville results are consolidated as held for sale

9

  

28


 
 

 

 

GAFISA SEGMENT 

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

Gafisa Segment Launches

Second-quarter launches reached R$216 million and included 2 projects/phases concentrated in São Paulo, 160% higher than the R$83 million in the previous quarter.

Table 10. Launches by Market Region Gafisa Segment (R$ million)

%Gafisa - R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Gafisa

São Paulo

215,910

83,029

160%

465,900

-54%

298,939

680,590

-56%

 

Rio de Janeiro

-

-

0%

-

0%

-

-

0%

 

Other

-

-

0%

-

0%

-

-

0%

 

Total

215,910

83,029

160%

465,900

-54%

298,939

680,590

-56%

 

Units

369

165

124%

655

-44%

534

1,065

-50%

 

Table 11. Launches by unit price Gafisa Segment (R$ million)

%Gafisa - R$000

 

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Gafisa

≤R$500K

-

0

0%

34,211

-100%

-

96,310

-100%

R$500K - R$750K

215.910

83,029

160%

296,723

-27%

298,939

296,723

1%

 

>R$750K

-

0

0%

134,966

-100%

-

287,557

-100%

 

Total (R$)

215,910

83,029

160%

465,900

-54%

298,939

680,590

-56%

 

Gafisa Segment Pre-Sales

Second-quarter gross pre-sales totaled R$355 million, a 21% increase compared to the 1Q13. Net pre-sales totaled R$217 million in the 2Q13, a 52% decrease compared to the 2Q12 and a 115% increase Y-o-Y. Units launched during the same year represented 35% of total sales, while sales from inventory accounted for the remaining 65%. In the 2Q13, sales velocity was 9.8%, compared to 5.0% in the 1Q13, and 19.6% in the 2Q12. The sales velocity of Gafisa launches was 37%.

In the same period, the volume of dissolutions was R$138 million, a 28% sequential decrease. It is worth highlighting that, of the dissolutions of the period, 45% refer to completed units and 35% to units in non-core markets. Ex-dissolutions, sales velocity of the Gafisa segment in the 2Q13 reached 15%. Of the 923 cancelled units that returned to inventory, around 32% were already resold in the 1H13.

Table 12. Pre-Sales by Market Region Gafisa Segment (R$ million)

%co - R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Gafisa

São Paulo

170,360

108,364

57%

387,970

-56%

278,724

631,752

-56%

 

Rio de Janeiro

31,246

25,234

100%

60,484

-48%

75,609

114,916

-34%

 

Other

15,305

(32,482)

-88%

7,929

93%

(36,306)

26,418

-237%

 

Total

216,911

101,116

115%

456,383

-52%

318,027

773,085

-59%

 

Units

405

195

107%

848

-52%

600

1,495

-60%

 

Table 13. Pre-Sales by unit Price Gafisa Segment (R$ million)

%co - R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Gafisa

≤ R$500K

49,039

11,489

327%

86,749

-43%

60,528

188,092

-68%

R$500K - R$750K

101.559

35,754

184%

146,075

-30%

137,313

217,587

-37%

 

> R$750K

66,313

53,873

23%

223,559

-70%

120,186

367,406

-67%

 

Total

216,911

101,116

115%

456,383

-52%

318,027

773,085

-59%

 

Table 14. Pre-Sales by unit Price Gafisa Segment (# units)

%co - R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Gafisa

≤ R$500K

163

90

80%

317

-49%

253

670

-62%

R$500K - R$750K

185

64

190%

284

-35%

249

448

-45%

 

> R$750K

57

41

39%

247

-77%

98

377

-74%

 

Total

405

195

107%

848

-52%

600

1.495

-60%

 

10

  

29


 
 

 

Gafisa Vendas (Internal Sales)

During the 2Q13, Gafisa Sales, an independent unit of the Company based in Sao Paulo and Rio de Janeiro that is focused on the sale of inventory, accounted for 55% of total gross sales posted. Gafisa Sales currently has a dedicated team of 400 highly trained consultants, combined with the strength of online sales.

Gafisa Segment Delivered Projects

The Company has implemented stricter controls to ensure the timely delivery of projects within budget. The planning and audit area is responsible for the verification and control of the execution of projects and reports directly to Gafisa’s segment CEO. During the first half of 2013, Gafisa delivered 10 projects/phases and 1,728 units. The tables below list the products delivered in the 1H13:

Table 15. Delivered Projects Gafisa Segment (1H13)

Company

Project

Delivery

Launch

Local

% co

Units

PSV R$000

Gafisa

Estação Sorocaba

feb/13

2009

Rio de Janeiro - RJ

100%

86

38,995

Total

 1Q13

 

 

 

 

86

38,995

Gafisa

Portal da Vila

apr/13

2010

São José dos Campos - SP

100%

152

39,673

Gafisa

Igloo Vila Olímpia

may/13

2010

São Paulo - SP

80%

96

28,690

Gafisa

Global Offices

may/13

2009

Rio de Janeiro - RJ

100%

160

33,875

Gafisa

Manhattan Square - SOHO

may/13

Up to 2008

Salvador - BA

50%

272

48,402

Gafisa

London Ville

jun/13

2009

Barueri - SP

100%

200

70,507

Gafisa

Jardim dos Girassóis

jun/13

2010

São Paulo - SP

50%

300

44,254

Gafisa

Jardim das Orquídeas

jun/13

2010

São Paulo - SP

50%

200

43,734

Gafisa

Parque Barueri - Fase II

jun/13

2010

Barueri - SP

100%

171

47,399

Gafisa

Quintas do Pontal

jun/13

Up to 2008

Rio de Janeiro - RJ

100%

91

79,505

Total

2Q13

 

 

 

 

1,642

436,038

Total

1H13

 

 

 

 

1,728

475,733

 

Tabela 16 - Gafisa Segment Delivered Projects and Concluded Transfers (1H13 x 1H12)

 

2Q13

1Q13

Q-o-Q

2T12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

PSV (Transferred)1

208,467

226,270

-7.9%

294,235

-29.1%

434,736

505,697

-14.0%

 

 

 

 

 

 

 

 

 

Delivered Projects

9

1

800.0%

10

-10.0%

10

23

-56.5%

Delivered Units

1,642

86

1809.3%

1,311

25.2%

1,728

2,715

-36.4%

PSV Deliveries2

436,038

38,995

1018.2%

583,882

-25.3%

475,033

699,715

-32.1%

Note: 1. PSV refers to the potencial sales vales of units transferred to financial institutions. 2. PSV refers to the potencial sales value of the deliverd units.

Projects Launched in the Gafisa Segment

The following table displays Gafisa Segment projects launched during the 1H13:

Table 17. Projects Launched during Gafisa Segment (1H13)

Projects

Launch Date

Local

% co

Units
(%co)

PSV
(%co)

% sales
30/06/13

Sales
30/06/13

1Q13

 

 

 

 

 

 

 

Today Santana

mar/13

São Paulo - SP

100%

165

83,029

17%

14,234

Total 1Q13

 

 

 

165

83,029

17%

14,234

2Q13

 

 

 

 

 

 

 

Go Maracá

jun/13

São Paulo - SP

100%

129

72,096

17%

12,330

Follow

jun/13

São Paulo - SP

100%

240

143,814

58%

83,345

Total 2Q13

 

 

 

369

215,910

44%

95,675

Total 1H13

 

 

 

534

298,939

37%

109,909

                 

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.

 

11

  

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The Gafisa’s segment land bank of approximately R$6.1 billion is composed of 58 different projects/phases located exclusively on core market regions, equivalent to more than 13 thousand units. In line with our strategy, 31% of our land bank was acquired through swaps – which require no cash obligations. During the first half of the year, Gafisa expanded its landbank to support future growth activity with acquisitions totaling R$1.0 billion in potencial sales value.

Table 18. Land Bank Gafisa Segment – as of 2Q13

 

PSV - R$million
(%Gafisa)

%Swap
Total

%Swap
Units

%Swap
Financial

Potential units
(%co)

Potential units
(100%)

São Paulo

4,848,595

25%

24%

1%

9,693

11,125

Rio de Janeiro

1,253,746

55%

55%

0%

1,980

2,028

Total

6,102,341

31%

31%

1%

11,672

13,152

 

Table 19. Adjusted EBITDA Gafisa Segment (R$000)

(R$'000) Consolidated

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Net profit

(14,688)

(40,493)

-64%

(12,223)

20%

(55,181)

(34,634)

59%

(+) Financial result

35,563

52,097

-32%

57,643

-38%

87,660

98,242

-11%

(+) Income taxes

3,460

2,915

19%

1,671

107%

6,375

11,391

-44%

(+) Depreciation and Amort.

8,558

6,486

32%

7,391

16%

15,044

22,016

-32%

(+) Capitalized interest

20,510

22,075

-7%

28,068

-27%

42,585

56,552

-25%

(+) Stock option plan expenses

4,851

4,628

5%

5,389

-10%

9,479

11,423

-17%

(+) Minority shareholders

(983)

(2,738)

-64%

(3,536)

-72%

(3,721)

(10,152)

-63%

Adjusted EBITDA

57,271

44,970

27%

84,403

-32%

102,241

154,838

-34%

Net revenues

374,360

367,284

2%

506,386

-26%

741,644

926,643

-20%

Adjusted EBITDA margin

15%

12%

305bps

17%

-137bps

14%

17%

-292bps

 

Updated Status of the Turnaround Strategy

Gafisa remains focused with its narrowed geographical focus on the key markets regions, São Paulo and Rio de Janeiro. Moreover, the delivery of legacy projects is proceeding according to plan and is expected to be substantially completed by year-end. Currently there are three remaining legacy projects scheduled for delivery in the second half of the year.

Given the high volume of deliveries in the second half of 2012, Gafisa brand registered a higher volume of sales cancellations in the 1H13. In the same period, the volume of dissolutions was R$329 million (58% in 1Q13), of which 44% refer to completed units and 34% to units in non-core markets. Ex-dissolutions, sales velocity of the Gafisa segment in 1Q13 reached 13.2%. Out of the cancelled units, around 33% were already resold in the quarter (SP 40% resold, RJ 56% resold and other markets 21% resold). Throughout the year, we will work to resell the remaing units.

Tabela 20. Gross Pre-Sales and Sales Cancellations 2011 to 1H13 (R$ mil) – Gafisa Segment by Market Region

 

FY 2011

1Q12

2Q12

3Q12

4Q12

FY 2012

1Q13

2Q13

1H13

SP+ RJ

                 

Gross Pre-Sales

2,333,974

340,477

519,648

453,055

543,915

1,857,094

244,389

291,258

535,647

Sales Cancellations

(288,933)

(42,264)

(71,194)

(122,727)

(75,181)

(311,365)

(126,771)

(89,652)

(216,423)

Net Pre-Sales

2,045,041

298,213

448,454

330,328

468,734

1,545,729

117,618

201,606

319,224

Other Markets

                 

Gross Pre-Sales

196,399

27,257

55,142

45,502

55,578

183,479

48,300

63,328

111,628

Sales Cancellations

(61,351)

(8,768)

(47,213)

(47,840)

(25,860)

(129,681)

(64,801)

(48,023)

(112,824)

Net Pre-Sales

135,048

18,489

7,929

(2,338)

29,718

53,798

(16,501)

15,305

(1,196)

Total

                 

# units

14,286

3,157

2,984

2,202

2,509

10,852

1,700

1,172

2,872

Gross Pre-Sales

2,530,373

367,734

574,790

498,556

599,493

2,040,574

292,689

354,585

647,274

Sales Cancellations

(350,284)

(51,032)

(118,407)

(170,566)

(101,041)

(441,047)

(191,572)

(137,674)

(329,246)

Net Pre-Sales

2,180,089

316,702

456,383

327,990

498,452

1,599,527

101,117

216,911

318,028

 

12

  

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The Company maintained its focus on inventory reduction initiatives. Accordingly, inventory represented 65% of total sales in the 1H13. The market value of Gafisa inventory, which represents 56% of total inventory, was stable at R$2.0 billion at the end of the 2Q13. Inventory launched outside of strategic markets comprised R$325 million, or 16% of the total inventory. In the same period, the inventory of finished units for the segment totaled R$287 million or 17% of the total. Of this amount, the inventory of projects launched out of the strategic markets totaled R$ 192 million, or 2/3 of the total inventory composed by finished units, compared to 41% in the previous year.

Table 21. Inventory at Market Value 2Q13 x 1Q13 (R$ mn) – Gafisa Segment breakdown by Region

 

Inventories BoP1

Launches

Dissolution

Pre-Sales

Price Adjust + Other5

Inventories EoP2

% Q-o-Q3

São Paulo

1,182,753

215,910

71,482

(241,841)

61,406

1.289.709

9%

Rio de Janeiro

396,539

-

18,170

(49,416)

27,270

392.563

-1%

Others

341,829

-

48,023

(63,328)

-986

325.537

-5%

Total Gafisa

1,921,120

215,910

137,674

(354,585)

87,690

2.007.810

5%

 

Not started

Up to 30% constructed

30% to 70% constructed

More than 70% constructed

Finished units¹

Total 2Q13

Gafisa

128,800

551,740

782,175

258,319

286,776

2,007,810

                           

Note: 1) BoP beginning of the period – 1Q13. 2) EP end of the period – 2Q13.  3) % Change 2Q13 versus 1Q13. 4)  2Q13 sales velocity. 5) projects cancelled during the period.

 

The sales speed for this inventory remains lower than that of sales within core markets, São Paulo and Rio de Janeiro, and the sale of non-core inventory is expected to be completed in 2014.

It is worth mentioning that, while the projects launched in Sao Paulo and Rio de Janeiro keep performing well, the segment’s gross margin continues to be impacted by the resolution of legacy projects. During the 1H13, the contribution of legacy projects in total revenues for the segment Gafisa was 8% versus 18% in 2012 and 20% in 2011. This should result in more normalized profitability characteristics from 2014 onwards. Excluding these projects, the gross margin would have been 35%.

Chart 2. Gross Margin by Market Region (2011-1H13)                Chart 3. Net Revenues – Breakdown by Market Region

 

13

  

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TENDA SEGMENT 

Focuses on affordable residential developments, with unit prices between R$100,000 and R$130,000

Tenda Segment Launches

Throughout 2012, Tenda implemented corrective actions focused on improving the execution and delivery of existing and in-progress developments. During that period, the Company deliberately halted the launch of Tenda units to establish control over the financial and operational construction cycle so that sustainable profitable growth could be resumed.

Having achieved control of the operational and financial cycle in 2012, the Tenda brand resumed launches in the 1H13. Second-quarter launches totaled R$33 million and included 1 project/Phase, Itaim Paulista Life. The brand accounted for 7% percent of second quarter consolidated launches.

Table 22. Launches by Market Region Tenda Segment (R$ million)

%Tenda - R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Tenda

São Paulo

33,056

67,755

-51%

0

0%

100,811

0

0%

 

Rio de Janeiro

0

0

0%

0

0%

0

0

0%

 

Minas Gerais

0

0

0%

0

0%

0

0

0%

 

Northeast

0

45,941

-100%

0

0%

45,941

0

0%

 

Others

0

0

0%

0

0%

0

0

0%

 

Total

33,056

113,696

-71%

0

0%

146,752

0

0%

 

Units

240

1,020

-76%

0

0%

1,260

0

0%

Table 23. Launches by Market Region Tenda Segment (R$ million)

%Tenda - R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Tenda

≤ MCMV

33,056

113,696

-71%

0

0%

146,752

0

0%

 

> MCMV

 

0

0%

0

0%

0

0

0%

 

Total

33,056

113,696

-71%

0

0%

146,752

-

0%

Note: mn = not meaningful

Tenda Segment Pre-Sales

Second-quarter net pre-sales totaled R$170 million. Sales from units launched during the same period represented 17% of total gross contracted sales of R$328 million. Sales from inventory accounted for the remaining 83%.

All new projects under the Tenda brand are being developed in phases, in which all pre-sales are contingent upon the ability to pass mortgages onto financial institutions, and sales are conditional on the ability of transfer the mortgage to financial institutions. Out of 1H13 launches totalling R$147 million, within Tenda’s new business model, sales of R$69 million were registered (47% of total), of which R$27 million were already transferred and R$42 million are in the transfer process of being transferred financial institutions.

In the 2Q13, sales velocity (sales over supply) was 20.0%, compared to 0.9% in the 1Q13, due to the decrease in dissolutions and the sales performance of launches in the period. The sales velocity of Tenda launches was 47% during the 1H13.

Table 24. Pre-Sales (Dissolutions) by Market Region Tenda Segment (R$ million)

%Tenda - R$000

2Q13

1Q13

Q-o-Q(%)

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Tenda

São Paulo

43,569

13,016

235%

2,852

1428%

56,585

(44,709)

-227%

 

Rio de Janeiro

32,444

16,607

95%

10,628

205%

49,051

10,437

370%

 

Minas Gerais

11,714

(15,491)

-176%

(30,185)

-139%

(3,777)

(62,990)

-94%

 

Northeast

23,253

10,214

128%

10,150

129%

33,467

(10,479)

-419%

 

Others

58,862

(17,561)

-435%

22,283

164%

41,301

33,026

25%

 

Total

169,841

6,785

2403%

15,728

980%

176,626

(74,715)

-336%

 

Units

1,429

165

764%

64

2144%

1,595

-843

-289%

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

 

14

  

33


 
 

 

 

Table 25. Pre-Sales (Dissolutions) by unit Price Tenda Segment (R$ million)

%Tenda - R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Tenda

≤ MCMV

140,602

36,191

288%

21,461

555%

176,793

(75,298)

-335%

 

> MCMV

29,239

(29,406)

-199%

(5,733)

-610%

(167)

583

-129%

 

Total

169,841

6,785

2403%

15,728

980%

176,626

-74,715

-336%

Table 26. Pre-Sales (Dissolutions) by unit Price Tenda Segment (# units)

%Tenda - R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Tenda

≤ MCMV

1,273

316

303%

95

1,242%

1,589

(846)

-288%

 

> MCMV

156

(151)

-204%

-31

-601%

5

3

57%

 

Total

1,429

165

764%

64

2,144%

1,595

-843

-289%

 

Tenda Segment Operations

In the 2Q13, Tenda transferred around 2.631 units to financial institutions, equating to 5,352 units transferred in the 1H13.

Tenda Segment Delivered Projects

During the 1H13, Tenda delivered 18 projects/phases and 2,526 units, representing 36% of the mid-range of full-year delivery guidance of 6,500 to 7,500 units for the brand.

Table 27 - Delivered Projects Tenda Segment (1H13)

Company

Project

Delivery

Launch

Local

% co

Units

PSV R$

 

Parma Tower

Feb

2009

Belo Horizonte - MG

100%

36

4,434

 

Espaço Engenho Life I

Mar

Up to 2008

Rio de Janeiro - RJ

100%

80

7,290

 

Brisa do Parque III

Mar

2010

São José dos Campos - SP

100%

105

12,285

 

Fit Cristal

Mar

Up to 2008

Porto Alegre - RS

80%

154

19,008

 

Germânia F1C

Mar

2010

São Leopoldo - RS

100%

100

10,280

 

Igara Life

Mar

2010

Canoas - RS

100%

240

21,494

 

Valle Verde Cotia VII

Mar

2011

Cotia - SP

100%

80

9,600

Total 1Q13

 

 

 

 

 

795

84,391

 

Espaço Engenho Life II

Apr

Up to 2008

Rio de Janeiro - RJ

100%

79

6,646

 

Residencial Papa Joao XXIII

May

Up to 2008

Cachoeirinha - RS

100%

96

16,072

 

São Matheus Life

May

Up to 2008

Duque de Caxias - RJ

100%

144

15,849

 

Vila Allegro

May

Up to 2008

Salvador - BA

100%

300

57,170

 

Parque Baviera Life - F3A (Bl 14 a 21)

Jun

Up to 2008

São Leopoldo - RS

100%

160

12,084

 

Residencial Napoli

Jun

Up to 2008

Poá - SP

100%

120

8,823

 

Pendotiba Life

Jun

Up to 2008

São Gonçalo - RJ

100%

160

12,070

 

Parque Green Village Duo

Jun

2009

Aparecida de Goiânia - GO

100%

176

15,800

 

Villagio do Jockey I

Jun

Up to 2008

São Paulo - SP

100%

180

13,988

 

Fit Giardino

Jun

2009

Caxias - RS

70%

148

31,916

 

Residencial Guaianazes Life

Jun

2010

São Paulo - SP

100%

168

19,047

Total 2Q13

 

 

 

 

 

1,731

209,466

Total 1H13

 

 

 

 

 

2,526

293,856

 

Table 28. Projects Launched (2Q13) - Tenda Segment

Project

Date

Local

Units (%co)

% co

PSV (%co)

% sold

Sales

Novo Horizonte – Turíbio

Mar

Osasco - SP

100%

580

67,755

78%

52,613

Vila Cantuária

Mar

Camaçari - BA

100%

440

45941

22%

10,135

Tenda Total 1Q13

 

 

 

1,020

113,696

55% 

62,748

Itaim Paulista Life I

May

São Paulo - SP

100%

240

33,056

18%

5,793

Tenda Total 2Q13

 

 

 

240

33,056

18%

5,793

Tenda Total 1H13

 

 

 

1,260

146,752

47%

68,541

  

34


 
 

 

 

Table 29. Land Bank Tenda Segment (2Q13)

 

PSV - R$million
(% Tenda)

%Swap
Total

%Swap
Units

%Swap
Financial

Potential units
(%co)

Potential units
(100%)

São Paulo

613,797

14%

14%

0%

5,200

5,200

Rio de Janeiro

292,207

1%

1%

0%

2,517

2,517

Nordeste

596,837

22%

22%

0%

5,589

5,589

Minas Gerais

372,117

65%

41%

24%

3,161

3,161

Total

1,874,958

28%

21%

7%

16,467

16,467

 

Table 30. Adjusted EBITDA Tenda

(R$'000) Consolidated

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Net profit

(26,012)

(43,853)

-41%

(12,413)

110%

(69,865)

(43,143)

62%

(+) Financial result

(1,901)

(2,931)

-35%

(1,680)

13%

(4,832)

(1,787)

170%

(+) Income taxes

3,532

3,521

0%

2,575

37%

7,053

6,658

6%

(+) Depreciation and Amortization

2,464

2,923

-16%

3,873

-36%

5,387

6,149

-12%

(+) Capitalized interest

15,664

11,519

36%

14,692

7%

27,183

20,915

30%

(+) Stock option plan expenses

33

33

0%

145

-77%

66

290

-77%

(+) Minority shareholders

396

3,294

-88%

4,270

-91%

3,690

11,025

-67%

Adjusted EBITDA

(5,824)

(25,494)

-77%

11,462

-151%

(31,318)

107

-29,369%

Net Revenues

266,504

140,265

90%

273,393

-3%

406,769

567,239

-28%

Adjusted EBITDA Margin

-2.19%

-18.18%

1,599bps

4.19%

-638bps

-7.70%

0.02%

-772bps

 

Updated Status of the Turnaround Strategy

The brand resumed launches in the 1Q13 under a new business model in the markets of São Paulo and Bahia. Ensuing sales are contingent on the ability to transfer mortgages to financial institutions. Accordingly, all first-half sales have either already been transferred or are in the process of being transferred to financial institutions.

Chart 4. Tenda New Launches Under Fundamentals

Launches 1H13

 

Novo Horizonte

 

Vila Cantuária

 

Itaim Paulista Life

     
             

Launches

 

mar-13

 

mar-13

 

may-13

PSV Launches (R$ mil)

 

67,755

 

45,941

 

33,056

# Units Launched

 

580

 

440

 

240

% PSV Units Sold¹

 

77.7%

 

22.1%

 

26.5%

% Units Transferred²

 

37.6%

 

8.0%

 

0.0%

             

Project

 

 

 

 

Osasco - SP

 

Camaçari - BA

 

São Paulo – SP

¹In July 2013, the % of units sold reached 92% (Novo Horizonte), 29% (Vila Cantuária) and 28% (Itaim Paulista Life).

²In July, the % of units trasferred was 62% (Novo Horizonte), 17% (Vila Cantuária) and 0% (Itaim Paulista Life).

 

 

16

  

35


 
 

 

Dissolutions decreased by 32% as compared to 1Q13 and the Gafisa Group is experiencing positive demand for these units. During the 2Q13, sales cancellations declined to R$158 million from R$467 million in the 4Q11. Of the 2,503 units that had sales cancellations at Tenda business and returned to inventory, 61% have already been resold.

Table 31. Sales Cancellation – Tenda Segment (4Q11-2Q13)

 

4Q11

1Q12

2Q12

3Q12

4Q12

1Q13

2Q13

New Launches

 

 

 

 

 

113,696

33,056

Gross Pre-Sales

0

0

0

0

0

13,656

57,011

Dissolutions

0

0

0

0

0

-

(2,126)

Net Pre-Sales

0

0

0

0

0

13,656

54,885

Legacy Projects

 

 

 

 

 

 

 

Gross Pre-Sales

248,241

249,142

344,855

293,801

287,935

225,646

270,677

Dissolutions

(467,000)

(339,585)

(329,127)

(263,751)

(317,589)

(232,517)

(155,722)

Net Pre-Sales

(218,759)

(90,443)

15,728

30,050

(29,653)

(6,871)

114,956

Total

 

 

 

 

 

 

 

Dissolutions units

4,444

3,157

2,984

2,202

2,509

1,700

1,172

Gross Pre-Sales

248,241

249,142

344,855

293,801

287,935

239,302

327,689

Dissolutions

(467,000)

(339,585)

(329,127)

(263,751)

(317,589)

(232,517)

(157,848)

Net Pre-Sales

(218,759)

(90,443)

15,728

30,050

(29,653)

6,785

169,841

Tenda is on track to complete the delivery of legacy projects and is dissolving contracts with non-eligible clients in order to sell these units to qualified customers. Tenda`s financial cycle is sound. The average time was halved to 7 months in the 2Q13, from 14 months in the same period last year.

Chart 5. Tenda`s Financial Cycle

 


Note: Tenda’s financial cycle (Average time between the sales, transffering and registering the contracts with the financial institucions) of new launches is around 4 months in the 2Q13.

The run-off of legacy projects, which comprise 18 construction sites down from 84 sites in the prior year, is on schedule and expected to substantially conclude in 2014. The run-off of Tenda legacy projects, expected to be substantially concluded in 2013, includes around 11,500 units to be delivered or 23 construction sites, down from 84 sites in the prior year. The Company expects 51% of these deliveries to occur in 2013, and the remaining 49% to take place in 2014.

Table 32. Run-off of Tenda Legacy Projects - Construction Sites Under Development and Units to be Delivered (4Q11-2Q13)

 

4Q11

4Q12

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

2015

# of sites

112

84

23

20

15

15

12

4

2

2

1

# of units

30,944

14,055

12,324

11,529

8,114

5,650

4,513

2,036

1,020

1,020

500

17

  

36


 
 

 

Tenda inventory was valued at R$680 million at the end of 2Q13, compared to R$773 million at the end of 1Q13.

Table 33. Inventory at Market Value 2Q13 x 1Q13 – Tenda Segment Breakdown by Region

 

Inventories BoP1

Launches

Dissolution

Pre-Sales

Price Adjust + Other5

Inventories EoP2

% Q-o-Q3

São Paulo

130,867

33,056

32,160

(75,729)

13,284

133,639

2%

Rio de Janeiro

115,727

-

21,743

(54,343)

6,229

89,356

-23%

Minas Gerais

81,948

-

45,625

(57,339)

506

70,740

-14%

Northeast

104,355

-

10,609

(33,706)

4,843

86,101

-17%

Others

340,095

-

47,711

(106,572)

18,631

299,864

-12%

Total Tenda

772,992

33,056

157,848

(327,689)

43,492

679,699

-12,1%

MCMV

522,146

33,056

87,187

(224,254)

(46,744)

371,390

-28.9%

> MCMV

250,847

-

70,661

(103,435)

90,236

308,309

22.9%

Note: 1) BoP beginning of the period – 1Q13. 2) EP end of the period – 2Q13.  3) % Change 2Q13 versus 1Q13. 4)  2Q13 sales velocity. 5) projects cancelled during the period

The overall decline in inventory balances reflects the volume of healthy sales achieved.

Table 34. Run-off of Tenda Legacy Projects - Inventory at Market Value (4Q11-2Q13)

 

4Q11

1Q12

2Q12

3Q12

4Q12

1Q13

2Q13

New Launches

0

0

0

0

0

101,132

86,611

Finished units

0

0

0

0

0

-

-

Under Construction

0

0

0

0

0

101,132

86,611

Legacy Projects

932,503

915,036

838,261

764,589

826,671

671,860

593,088

Finished units

43,397

72,404

76,872

63,728

211,924

279,037

303,520

Under Construction

889,105

842,632

761,389

700,861

614,747

392,823

289,568

Total

932,503

915,036

838,261

764,589

826,671

772,992

679,699

Finished units

43,397

72,404

76,872

63,728

211,924

279,037

303,520

Under Construction

889,105

842,632

761,389

700,861

614,747

493,955

376,180

 

18

  

37


 
 

 

 

ALPHAVILLE SEGMENT 

Focuses on the sale of residential lots, with unit prices between R$100,000 and R$500,000

The profitability of Alphaville’s operations continues to maintain the high level amid ongoing strong demand for the brand’s high quality products. Due to delays in the receipt of necessary licenses, expected to take place in the 3Q13, we launched Ponta Grossa, Sergipe e Terras Alphaville Resende projects in Rio de Janeiro, was launched in the 1H13. During the second quarter, 1500 units were concluded and will be delivered in the 3Q13, upon the receipt of the required documentation of deliveries.

Alphaville Segment Launches

Second-quarter launches totaled R$212 million, a 163% increase compared to 2Q12, and included 3 projects/phases across 3 states. The brand accounted for a 42 percent share of the 1H13 consolidated launches, up from 33% percent a year ago.

Table 35. Launches by Alphaville Segment (R$ million)

%co - R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

  Alphaville 

 

212,077

110,828

91%

80,619

163%

322,905

329,669

-2%

 

Total

212,077

110,828

91%

80,619

163%

322,905

329,669

-2%

 

Units

1,529

432

254%

527

190%

1,961

1,400

40%

 

Table 36. Launches by unit price Alphaville Segment - (R$ million)

%co - R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Alphaville

≤ R$200K;

212,077

49,725

326%

80,619

163%

261,802

80,619

225%

 

> R$200K; ≤ R$500K

0

61,103

-100%

-

0%

61,103

249,050

-75%

 

> R$500K

0

0

0%

-

0%

-

-

0%

 

Total

212,077

110,828

91%

80,619

163%

322,905

329,669

-2%

Alphaville Pre-Sales

Second-quarter pre-sales reached R$167 million, a 51% increase compared to the first quarter of 2013 and a 6% increase y-o-y. During the 1H13, the residential lots segment’s share of consolidated pre-sales increased to 36% from 33% in the 1H12. In the 2Q13, sales velocity (sales over supply) was 15.8%, compared to 12.0% in the 1Q13. During the 1H13, sales velocity from launches was 21.6%. Sales from launches represented 58% of total sales, while the remaining 42% came from inventory.

Table 37. Pre-Sales Alphaville Segment - (R$ million)

%Alphaville R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

 Alphaville

 

166,887

110,380

51%

158,184

6%

277,267

340,162

-18%

 

Total

166,887

110,380

51%

158,184

6%

277,267

340,162

-18%

 

Units

836

471

78%

717

17%

1,306

1,478

-12%

 

Table 38. Pre-Sales by unit Price Alphaville Segment (R$ million

%Alphaville R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Alphaville

≤ R$200K;

108,081

39,838

171%

96,070

13%

147,919

102,225

45%

 

> R$200K; ≤ R$500K

51,947

61,536

-16%

43,628

19%

113,484

230,007

-51%

 

> R$500K

6,859

9,005

-24%

18,486

-63%

15,864

7,930

100%

 

Total

166,887

110,380

51%

158,184

6%

277,267

340,162

-18%

Table 39. Pre-Sales by unit Price Alphaville Segment (# units)

%Alphaville R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%

1H13

1H12

Y-o-Y (%)

Alphaville

≤ R$200K;

671

287

133%

605

11%

958

652

47%

 

> R$200K; ≤ R$500K

158

174

-9%

100

58%

332

837

-60%

 

> R$500K

7

9

-20%

12

-39%

16

-11

-242%

 

Total

836

471

78%

717

17%

1,306

1,477

-12%

 

19

  

38


 
 

 

Alphaville Segment Delivered Projects

During the 1H13, Alphaville delivered 1 project/phase and 419 units. The tables below list the products delivered in the 1H13:

Table 40. Delivered projects (1H13) - Alphaville Segment

Company

Project

Delivery

Launch

Local

% co

Units

PSV R$000

Alphaville

Terras Alphaville Resende

mar-13

jun-11

Resende / RJ

77%

419

49,204

Total1Q13

 

 

 

 

 

419

49,204

Total1H13

 

 

 

 

 

419

49,204

 

Table 41. Projects Launched (1H13) - Alphaville Segment

Project

Date

Local

% co

Units(%co)

PSV (%co)

Sales

Alphaville Castello

Mar

Itú - SP

69%

153

61,103

70%

44,642

Terras Alphaville Maricá 2

 

Maricá - RJ

47%

280

49,725

55%

27,825

Alphaville Total 1Q13

 

 

 

432

110,828

65%

72,467

Terras Alphaville Ponta Grossa

May

Ponta Grossa /PR

77%

568

69,965

68%

47,864

Terras Alphaville Vitória da Conquista F2

Jun

Vitória da Conquista / BA

75%

424

66,544

21%

13,888

Terras Alphaville Sergipe F2

Jun

Barra dos Coqueiros / SE

88%

537

75,567

34%

26,018

Alplaville Total 2Q13

 

 

 

1,529

212,077

41%

87,770

Alplaville Total 1H13

 

 

 

1,961

322,905

50%

160,236

1 Note: Sales year to date.

 

Table 42. Land Bank Alphaville Segment as of 2Q13

 

PSV - R$ million
(%co )

%Swap
Total

%Swap
Units

%Swap
Financial

Potential units
(%co)

Potential units
(100%)

Total

12,560,960

100%

0

100%

71,042

123,249

 

Table 43. Adjusted EBITDA Alphaville Segment

(R$'000) Consolidated

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Net profit

26,556

28,873

-8%

25,679

3%

55,429

47,308

17%

(+) Financial result

7,493

7,136

5%

2,758

172%

14,629

12,333

19%

(+) Income taxes

6,139

1,205

409%

2,366

159%

7,344

4,815

53%

(+) Depreciation and Amortization

734

888

-17%

527

39%

1,622

1,069

52%

(+) Capitalized interest

1,912

635

201%

2,166

-12%

2,547

2,218

15%

(+) Stock option plan expenses

11,116

253

4294%

7,736

44%

11,369

8,070

41%

(+) Minority shareholders

15,918

9,420

69%

7,068

125%

25,338

13,739

84%

Adjusted EBITDA

69,868

48,410

44%

48,300

45%

118,278

89,552

32%

Net revenues

233,730

161,042

45%

160,182

46%

394,772

277,762

42%

Adjusted EBITDA margin

30%

30%

-17bps

30%

-26bps

30%

32%

-228bps

 

Table 44. Inventory at Market Value 2Q13 x 1Q13 (R$ mn) – Alphaville Segment by Market Region

 

Inventories BoP1

Launches

Dissolution

Pre-Sales

Price Adjust + Other5

Inventories EoP2

% Q-o-Q3

Total AUSA

808,927

212,077

59,350

(226,237)

32,248

886,365

10%

≤ R$200K;

267,863

212,077

17,387

(125,468)

(24,305)

347,554

30%

> R$200K; ≤ R$500K

352,125

-

33,276

(85,223)

41,057

341,235

-3%

> R$500K

188,939

-

8,687

(15,546)

15,496

197,575

5%

Note: 1) BoP beginning of the period – 1Q13. 2) EP end of the period – 2Q13.  3) % Change 2Q13 versus 1Q13. 4)  2Q13 sales velocity. 5) projects cancelled during the period

 

20

  

39


 
 

 

INCOME STATEMENT 

As previously stated, Gafisa’s 2Q13 consolidated results classify Alphaville assets as held for sale with the retention of associate non-controlling interest, given the impending sale of a 70% stake to Blackstone and Pátria. Alphaville’s results for the quarter ended June 30, 2013 were reclassified to reflect this change. Thus, the consolidated statements for the quarters ending March 31st, 2013 and June 30, 2012 were reclassified for comparison purposes.

Revenues

On a consolidated basis, 2Q13 net revenues totaled R$641 million, an increase of 26% from the R$507 million posted in the 1Q13, due to fewer sales cancellations in the second quarter. The result represents a decrease of 18% from the R$780 million posted in the 2Q12. During the 2Q13, the Gafisa brand accounted for 58% of net revenues and Tenda the remaining 42%. The table below presents detailed information on revenues and pre-sales by launch year:

Table 45. Pre-sales and recognized revenues by launch year

 

 

2Q13

2Q12

 

 Launch year

Pre-Sales

%Pre-Sales

Revenues

%

Pre-Sales

%Pre-Sales

Revenues

%

Gafisa

2013 Launches

98,214

45%

34,195

9%

-

0%

-

0%

 

2012 Launches

72,592

33%

52,261

14%

218,204

48%

3,278

1%

 

2011 Launches

23,016

11%

139,681

37%

72,154

16%

78,057

15%

 

≤ 2010 Launches

23,089

11%

148,223

40%

166,026

36%

353,572

70%

 

Land Bank

-

0%

-

0%

-

0%

71,478

14%

 

Total Gafisa

216,911

100%

374,360

100%

456,383

100%

506,386

100%

Tenda

2013 Launches

54,885

32%

21,514

8%

-

0%

-

0%

 

2012 Launches

-

0%

(3)

0%

-

0%

0

0%

 

2011 Launches

8,792

5%

31,777

12%

(5,767)

-37%

13,557

5%

 

≤ 2010 Launches

106,164

63%

208,312

78%

21,495

137%

233,692

85%

 

Land Bank

-

0%

4,903

2%

-

0%

26,143

10%

 

Total Tenda

169,841

100%

266,504

100%

15,728

100%

273,393

100%

Consolidated

2013 Launches

153,099

40%

55,710

9%

-

0%

-

0%

 

2012 Launches

72,592

19%

52,258

8%

218,204

46%

3,278

0%

 

2011 Launches

31,808

8%

171,458

27%

66,387

14%

91,614

12%

 

≤ 2010 Launches

129,253

33%

356,535

56%

187,521

40%

587,265

75%

 

Land Bank

-

0%

4,903

1%

-

0%

97,622

13%

Total

 Total Gafisa Group

386,752

100%

640,864

100%

472,111

100%

779,779

100%

 

 

1H13

1H12

 

 Launch year

Pre-Sales

%Pre-Sales

Revenues

%

Pre-Sales

%Pre-Sales

Revenues

%

Gafisa

2013 Launches

109,909

35%

34,195

5%

-

0%

-

0%

 

2012 Launches

204,577

64%

194,670

26%

286,066

37%

3,278

0%

 

2011 Launches

18,379

6%

221,907

30%

153,397

20%

178,965

19%

 

≤ 2010 Launches

(14,839)

-5%

290,873

39%

333,622

43%

660,329

71%

 

Land Bank

-

0%

-

0%

-

0%

84,072

9%

 

Total Gafisa

318,027

100%

741,645

100%

773,085

100%

926,644

100%

Tenda

2013 Launches

68,541

39%

21,514

5%

-

0%

-

0%

 

2012 Launches

-

0%

-

0%

-

0%

0

0%

 

2011 Launches

(6,437)

-4%

41,651

10%

-36,402

49%

28,922

5%

 

≤ 2010 Launches

114,522

65%

338,700

83%

-38,312

51%

507,206

89%

 

Land Bank

-

0%

4,903

1%

-

0%

31,111

5%

 

Total Tenda

176,626

100%

406,769

100%

-74,715

100%

567,239

100%

Consolidated

2013 Launches

178,451

36%

55,710

5%

-

0%

-

0%

 

2012 Launches

204,577

41%

194,670

17%

286,066

41%

3,278

0%

 

2011 Launches

11,942

2%

263,558

23%

116,995

17%

207,887

14%

 

≤ 2010 Launches

99,683

20%

629,573

55%

295,310

42%

1,167,535

78%

 

OLand Bank

-

0%

4,903

0%

-

0%

115,183

8%

Total

 Total Gafisa Group

494,653

100%

1,148,414

100%

698,371

100%

1,493,882

100%

                     

 

 

21

40


 
 

 

 

Gross Profit

Gross profit was R$144 million compared to R$78 million in the 1Q13 and R$169 million in the 2Q12. Gross margin reached 22.4% in the 2Q13, compared with 15.4% in the first quarter and 21.7% in the 2Q12. The result was impacted by the poor performance of Tenda and Gafisa brand legacy projects launched in non-core markets. Excluding these legacy projects, the gross margin for Sao Paulo and Rio de Janeiro would have been 35%. During the 2Q13, the Gafisa brand accounted for 86% of consolidated gross profit (versus 68% a year ago) and Tenda the remaining 14% (versus 32% a year ago).

Table 46. Gafisa + Tenda - Gross Margin (R$000)

(R$'000) Consolidated

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Gross Profit

143,798

78,145

84%

169,320

-15%

221,943

280,186

-21%

Gross Margin

22.4%

15.4%

704bps

21.7%

72bps

19.3%

18.8%

57 bps

 

Table 47. Gafisa + Tenda - Capitalized Interest

(R$million) Consolidated

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Opening balance

242,020

239,327

1%

189,493

28%

239,327

204,739

17%

Capitalized interest

49,886

36,922

35%

92,292

-46%

86,807

113,970

-24%

Interest capitalized to COGS

(38,086)

(34,229)

11%

(42,760)

-11%

(72,315)

(79,684)

-9%

(-) Alphaville

(10,386)

 

 

(8,529)

 

(10,386)

(8,529)

22%

Closing balance

243,434

242,020

1%

230,496

6%

243,433

230,496

6%

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

During the 2Q13, administrative expenses reached R$50 million, a 6% decrease Q-o-Q, and 17% decrease over the R$60 million posted in the 2Q12, mainly due to the reduction of the Tenda business. During 1H13, the expenses over launches were impacted by the lower level of launches in the 1H13. While, the expenses over net pre-sales were impacted by the sales cancellations in the 1H13. Selling expenses increased 9% Q-o-Q, as a result of expenses related to the sales of launches and up 8% on a Y-o-Y basis to R$60 million given the marketing expenses related to the efforts to the sale of inventory, respectively. SG&A expenses totaled R$110 million in the 2Q13, a 5% decrease on the R$116 million posted in the 2Q12 and remained stable on a Q-o-Q basis. Selling expenses, general and administrative on launches and sales ratios were impacted by a lower concentration of launches in the 1H13 and a higher volume of sales cancellations, respectively.

Table 48. Gafisa + Tenda - SG&A Expenses (R$000)

(R$'000) Consolidated

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y

1H13

1H12

Y-o-Y (%)

Selling expenses

60,407

55,220

9%

56,103

8%

115,627

104,859

10%

G&A expenses

49,599

53,005

-6%

59,831

-17%

102,604

119,731

-14%

SG&A

110,006

108,225

2%

115,934

-5%

218,231

224,590

-3%

Launches

248,966

196,725

27%

465,900

-47%

445,691

680,590

-35%

Net Pre-Sales

386,752

107,901

258%

472,111

-18%

494,653

698,370

-29%

Revenues

640,864

507,550

26%

779,779

-18%

1,148,414

1,493,883

-23%

                 

Table 49. Gafisa + Tenda - SG&A / Launches (%)

(R$'000) Consolidated

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Selling expenses /Launches

24%

28%

-381 bps

12%

1222 bps

26%

15%

1054 bps

G&A /Launches

20%

27%

-702 bps

13%

708 bps

23%

18%

543 bps

SG&A/Launches

44%

55%

-1083 bps

25%

1930 bps

49%

33%

1597 bps

Table 50. Gafisa + Tenda - SG&A / Pre-Sales (%)

(R$'000) Consolidated

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Selling expenses /Pre-Sales 

16%

51%

-3556 bps

12%

374 bps

23%

15%

836 bps

G&A /Pre-Sales

13%

49%

-3630 bps

13%

15 bps

21%

17%

360 bps

SG&A / Pre-Sales

28%

100%

-7186 bps

25%

389 bps

44%

32%

1196 bps

Table 51. Gafisa + Tenda - SG&A / Revenues (%)

(R$'000) Consolidated

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Selling expenses /Net Revenues

9%

11%

-145 bps

7%

223 bps

10%

7%

305 bps

G&A expenses/Net Revenues

8%

10%

-270 bps

8%

7 bps

9%

8%

92 bps

SG&A/Net Revenues

17%

21%

-416 bps

15%

230 bps

19%

15%

397 bps

 

22

  

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Administrative expenses reached R$103 million in the 1H13, a 14% decrease compared to R$120 million in the 1H12, mainly due to a reduction in G&A expenses at the Tenda segment totaling R$7 million.

We continue to seek opportunities to improve the efficient of our processes, reduce costs and increase productivity. In June 2013, we moved the headquarters of the Shared Services Center (CSC) to a location with costs 45% lower than the original one.

 

Table 52. Gafisa + Tenda - General and Administrative Expenses Breakdown (1H12-1H13)

(R$000) Consolidated

1H13 (A)

1H12 (B)

A/A (%)

Change

(A) - (B)

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

Wages and salaries expenses

(46,329)

(46,800)

-1%

471

3%

Benefits and employees

(3,528)

(3,182)

11%

-346

-2%

Travel expenses and utilities

(2,689)

(3,126)

-14%

437

3%

Services rendered

(12,986)

(13,476)

-4%

490

3%

Rentals and condos fee

(4,915)

(5,341)

-8%

426

2%

Information Technology

(4,760)

(6,577)

-28%

1,817

11%

Stock Option Plan

(9,545)

(11,713)

-19%

2,169

13%

Provision for Bonus and Profit Sharing

(17,427)

(20,386)

-15%

2,959

17%

Other

(425)

(9,130)

-95%

8,705

51%

Total (C)

(102,604)

(119,732)

-14%

17,128

100%

 

Provision for expenses related to distribution of profit and non-cash and subject to the achievement of goals at the end of the year.

General and administrative expenses related to remuneration of Board members are as follows:

30/06/2013

Board

Officers

Fiscal Council

Number of Members

9

8

3

Fixed Remuneration (R$)

946

2,515

76

Wages

926

2,340

76

Direct and indirect benefits

20

175

-

Monthly expenses (em R$)

158

419

13

Total Remuneration

946

2,515

76

Bonus and profit sharing

-

4,875

-

31/06/2012

Board

Officers

Fiscal Council

Number of Members

9

7.331

3

Fixed Remuneration (R$)

846

2,282

69

Wages

826

2,150

69

Direct and indirect benefits

-

132

-

Monthly expenses (em R$)

35

380

12

Total Remuneration

846

2,282

69

Bonus and profit sharing

-

4,900

-

Note: 1 average of the period.

Bonus and Profit sharing

 

As of 30/06/2013

As of 30/06/2012

Officers

4,875

4,900

Other employees

19,993

24,315

Total

24,868

29,215

 

23

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Consolidated Adjusted EBITDA

Earnings before interest, tax, depreciation and amortization totaled R$38 million in the 2Q13, a 48% decrease compared to R$73 million posted in the 2Q12. Adjusted EBITDA was R$94 million in the 2Q13, compared to R$129 million in the 2Q12. The adjusted EBITDA margin reached 15%, compared to 11% in the 1Q13 and 16% in the 2Q12.

Table 53. Gafisa + Tenda + Alphaville - Consolidated Adjusted EBITDA

(R$'000) Consolidated

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Net Profit (Loss)

(14,144)

(55,473)

-75%

1,046

-1453%

(69,617)

(30,468)

128%

(+) Financial result

33,662

49,165

-32%

55,963

-40%

82,827

96,454

-14%

(+) Income taxes

6,992

6,437

9%

4,245

65%

13,429

18,049

-26%

(+) Depreciation and Amortization

11,022

9,409

17%

11,264

-2%

20,431

28,165

-27%

(+) Capitalized Interest Expenses

36,174

33,594

8%

42,760

-15%

69,768

77,467

-10%

(+) Stock option plan expenses

4,884

4,661

5%

5,534

-12%

9,545

11,713

-19%

(+) Minority shareholders

15,331

9,976

54%

7,800

97%

25,307

14,612

73%

Adjusted EBITDA

93,921

57,769

63%

128,612

-27%

151,690

215,992

-30%

Net Revenue

640,864

507,550

26%

779,779

-18%

1,148,414

1,493,883

-23%

Adjusted EBITDA margin

14,7%

11,4%

327bps

16,5%

-184bps

13,2%

14,5%

-125bps

(-) Alphaville profit classif. as held for sale

(42,473)

(38,292)

11%

(32,749)

30%

(80,765)

(61,051)

32%

EBITDA Pro-Forma

13.9%

10.2%

372 bps

15.3%

-147 bps

12.3%

13.8%

-154 bps

 

Note: Pro-forma – Gafisa + Tenda + Alphaville.

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 the 2Q13 was stable at R$11 million, when compared to the 2Q12.

Financial Results

Net financial expenses totaled R$34 million in the 2Q13, compared to a net financial result of R$56 million in the 2Q12. Financial revenues increased to R$17 million from R$19 million at the end of the 1Q13 and R$16 million in the 2Q12, due to the stronger cash position. Financial expenses decreased to R$50 million from R$68 million at the end of the 1Q13 and R$72 million in the 2Q12, given the lower securitization-related expenses and other financial expenses.

Taxes

Income taxes, social contribution and deferred taxes for the 2Q13 amounted to negative R$7 million, compared to R$4 million in the 2Q12.

Adjusted Net Income (Loss)

Gafisa Group reported a net loss of R$14 million in the 2Q13, compared to net income of R$1 million in the 2Q12 and R$55 million posted in 1Q13. Net results were impacted by lower gross margins on Tenda projects coupled with higher financial expenses reported in the period. The anticipated nonrecurring after-tax gain on the sales of Alphaville to Blackstone and Pátria is not reflected in consolidated earnings.

 

24

43


 
 

 

Backlog of Revenues and Results

The backlog of results to be recognized under the PoC method was R$709 million in the 2Q13. The consolidated margin for the quarter was 33%. The table below shows the backlog margin by segment:

Table 54. Results to be recognized (REF) by brand

 

Gafisa

Tenda

Gafisa Group (Gafisa + Tenda)

Alphaville

Revenues to be recognized

1,832,248

315,842

2,148,090

935,435

Costs to be incurred (units sold)

(1,192,940)

(246,516)

(1,439,456)

(443,304)

Results to be Recognized

639,308

69,326

708,634

492,131

Backlog Margin

34.9%

21.9%

33.0%

52.6%

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

 

Table 55. Gafisa Group (Gafisa + Tenda) Results to be recognized Pro-Forma (REF)

 

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y (%)

Revenues to be recognized

2,148,090

2,313,333

-7%

3,392,309

-39%

2,148,090

3,392,309

-39%

Costs to be incurred (units sold)

(1,439,456)

(1,549,639)

-7%

(2,303,590)

-38%

(1,439,456)

(2,303,590)

-38%

Results to be Recognized

708,634

763,694

-7%

1,088,719

-43%

708,634

1,088,719

-43%

Backlog Margin

33%

33%

-1bps

32%

91bps

33%

32%

91bps

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.

 

 

25

  

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BALANCE SHEET 

Cash and Cash Equivalents

The Gafisa Group ended the second quarter with R$1.1 billion in cash. The expected inflow of R$915 million on the cash sales transaction is not reflected in the balance.

Accounts Receivable

At the end of the 2Q13, total accounts receivable decreased 30% to R$4.7 billion compared to the 1Q13 and 38% compared to the R$7.6 billion posted in the 2Q12, due to the classification of Alphaville operations as held for sale.

Table 56. Total receivables

Oficial

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

Receivables from developments – LT (off balance sheet)

2,229,465

3,435,302

-35%

3,627,694

-39%

Receivables from PoC – ST (on balance sheet)

2,184,064

2,492,119

-12%

3,085,869

-29%

Receivables from PoC – LT (on balance sheet)

286,913

740,058

-61%

873,593

-67%

Total

4,700,442

6,667,479

-30%

7,587,156

-38%

Pro-Forma (Gafisa + Tenda)

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

Receivables from developments – LT (off balance sheet)

2,229,465

2,400,969

-7%

2,868,127

-22%

Receivables from PoC – ST (on balance sheet)

2,184,064

2,174,751

0%

2,915,513

-25%

Receivables from PoC – LT (on balance sheet)

286,913

345,566

-17%

521,874

-45%

Total

4,700,442

4,921,286

-4%

6,305,514

-25%

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 57. Inventory (Balance Sheet at cost)

Oficial

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

Land

913,076

           907,246

1%

572,973

59%

Units under construction

788,879

           958,377

-18%

1,155,996

-32%

Completed units

324,768

           394,016

-18%

184,178

76%

Total

2,026,723

        2,259,639

-10%

1,913,147

6%

Pro-Forma (Gafisa + Tenda)

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

Land

913,076

860,415

6%

693,034

32%

Units under construction

788,879

           810,136

-3%

1,065,141

-26%

Completed units

324,768

           301,179

8%

87,288

272%

Total

2,026,723

        1,971,730

3%

1,845,463

10%

Inventory at market value totaled R$3.6 billion in the 2Q13, 2% above the R$3.5 billion registered in the previous quarter. On a consolidated basis, the Company’s inventory represents 18 months of sales based on LTM sales figures. At the end of the 2Q13, finished units accounted for 21% of total inventory. The Company continues to focus on reducing finished inventory.

Table 58. 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 2Q13

Gafisa

128,800

551,740

782,175

258,319

286,776

2,007,810

Alphaville

-

269,924

273,855

174,865

167,721

886,365

Tenda

-

116,491

76,969

182,720

303,520

679,699

Total

128,800

938,154

1,132,999

615,905

758,016

3,573,874

Note: 1) Inventory at market value includes projects with partners. This data is not on the same basis as the inventory booked at cost given the new accounting method implemented.

 

26

  

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The market value of Gafisa inventory, which represents 56% of total inventory, was stable at R$2.0 billion at the end of the 2Q13, compared to R$1.92 billion at the end of the 1Q13. The market value of Alphaville inventory was R$886 million at the end of the 2Q13, a 10% increase compared to R$809 million at the end of the 1Q13. Tenda inventory was valued at R$680 million at the end of the 2Q13, compared to R$773 million at the end of the 1Q13.

Table 59. Inventory at Market Value 2Q13 x 1Q12

 

Inventories BoP

Launches

Dissolution

Pre-Sales

Price Adjust + Other5

Inventories EoP

% Q-o-Q

VSO

Gafisa (A)

1,921,120

215,910

137,674

(354,585)

87,690

2,007,810

5%

9.8%

Alphaville (B)

808,927

212,077

59,350

(226,237)

32,248

886,365

10%

15.8%

Tenda (C)

772,992

33,056

157,848

(327,689)

43,492

679,699

-12%

20.0%%

Total (A) + (B) + C)

3,503,039

461,043

354,872

(908,511)

163,430

3,573,874

2%

13.4%

Note: 1) BoP beginning of the period – 1Q13. 2) EP end of the period – 2Q13.  3) % Change 2Q13 versus 1Q13. 4)  2Q13 sales velocity. 5) projects cancelled during the period.

Liquidity

Consolidated free cash burn under IFRS and including the classification of Alphaville as held for sales was R$28 million in the 2Q13 and R$ 113 million in 1H13. Operational consolidated cash flow reached R$140 million in the 1H13 or R$214 excluding Alphaville.

Additionally, for informational purposes only, the consolidated free cash burn on pro-forma basis was R$84 million in 2Q13 and R$64 million in 1H13. In this case, excluding the adoption of the new accounting rules on the consolidation method for shared control projects and deconsolidation of Alphaville (classification as assets held for sale).

Net debt was R$2.52 billion at the end of the 2Q13. The net debt and investor obligations to equity and minorities ratio was 96%.  

The Company has access to a total of R$1.41 billion in construction finance lines contracted with banks and R$449 million of construction credit lines in the process of being contracted. In addition, Gafisa has R$3.30 billion available in construction finance lines of credit for future developments. The following tables provide information on the Company’s debt position:

Table 60. Indebtedness and Investor obligations

Pro-Forma

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

Debentures - FGTS (A)

1,062,142

1,189,918

-11%

1,213,138

-12%

Debentures - Working Capital (B)

697,527

584,890

19%

567,643

23%

Project Financing SFH – (C)

736,328

784,819

-6%

578,991

27%

Working Capital (D)

996,543

908,129

10%

986,915

1%

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

3,492,540

3,467,756

1%

3,346,687

4%

Investor Obligations (F)

127,839

134,349

-5%

243,039

-47%

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

3,620,379

3,602,105

1%

3,589,726

1%

Cash and availabilities (H)

1,101,160

1,146,029

-4%

834,284

32%

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

2,519,219

2,456,076

3%

2,755,442

-9%

Equity + Minority Shareholders (J)

2,618,458

2,644,543

-1%

2,745,556

-5%

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

96%

93%

4%

100%

-4%

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

28%

18%

51%

35%

-22%

Note: Pro-Forma 1Q13 and 2Q12, including Gafisa + Tenda

 

 

27

  

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The Gafisa Group ended the second quarter with R$986 million of total debt due in the short term. Project finance accounts for 43% of this amount.

Table 61. Debt maturity

 

 

 

 

 

(R$million)

Average Cost (p.a.)

Total

Until Jun/14

Until Jun/15

Until Jun/16

Until Jun/17

After Jun/17

Debentures - FGTS (A)

TR + (8.22% - 10.20%)

1,062,142

237,730

299,412

250,000

175,000

100,000

Debentures - Working Capital (B)

CDI + (0.72% - 1.95%)

697,527

148,027

393,361

148,224

7,915

0

Project Financing SFH – (C)

TR + (8.30% - 12.00%)

736,328

182,535

383,852

119,519

38,082

12,340

Working Capital (D)

CDI + (1.30% - 2.22%)

996,543

304,583

406,987

205,869

79,104

0

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

 

3,492,540

872,875

1,483,612

723,612

300,101

112,340

Investors Obligations (F)

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

127,839

113,396

7,298

4,865

2,280

0

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

9.54%

3,620,379

986,271

1,490,910

728,477

302,381

112,340

% due to corresponding period

 

 

27%

41%

20%

8%

3%

 

 

 

 

 

 

 

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

50%

43%

46%

51%

70%

100%

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

50%

57%

54%

49%

30%

0%

 

Covenant Ratios   

Table 62. Debenture covenants - 7th emission

 

2Q13

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

14.60

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

22.58%

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

1.91

Note: Covenant status on June 30, 2013 

 

Provisions

 

Tabela 63. Provisions

Pro-Forma

2Q13

1Q13

Change Q-o-Q

2Q12

Change Y-o-Y

Provisions Sales Cancellations (Dissolutions) and Nonperforming loans

77,139

74,094

4%

106,772

-28%

Additional Charges

41,302

38,728

7%

68,431

-40%

Negative Margins

9,156

12,158

-25%

11,952

-23%

Cancelations

2,843

2,196

29%

17,476

-84%

Penalty for Delays

24,151

34,886

-31%

56,132

-57%

Impairment

53,511

55,243

-3%

71,162

-25%

Contingencies

183,350

186,896

-2%

168,514

9%

Warranty

54,353

59,399

-8%

42,317

28%

Total

445,805

463,601

-4%

542,756

-18%

 

 

 

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OUTLOOK 

First-half 2013 launches totaled R$769 million, a 24% decrease compared to the 1H12. The first-half result represents 26% of the mid-range of full-year launch guidance of R$2.7 to R$3.3 billion and is broadly in keeping with the proportion of full-year launches historically occurring in the first half. Gafisa is expected to represent 42% of 2013 launches, Alphaville 46% and Tenda the remaining 12%.

Table 64. Launch Guidance – 2013 Estimates 

 

Guidance (2013E)

Actual numbers 1H13A

1H13A as % of the

Guidance for 2013E

Consolidated Launches

R$2.7 – R$3.3 bi

769

26%

Breakdown by Brand

 

 

 

Launches Gafisa

R$1.15 – R$1.35 bi

299

24%

Launches Alphaville

R$1.3 – R$1.5 bi

323

23%

Launches Tenda

R$250 – R$450 mn

147

42%

Table 65. Guidance Leverage (2013E)

 

Guidance (2013)

Actual numbers 1H13A

1H13A as %

Guidance for 2013E

Consolidated

Stable 95%

96%

1%

The Company expects an adjusted EBITDA margin in the range of 12% - 14% in 2013, as margins continue to be impacted by (1) the resolution of Tenda legacy projects, including the delivery of around 7,000 units in 2013, and (2) the delivery of lower margin projects launched by Gafisa in non-core markets, expected to be substantially concluded in 2013.

Tabela 66. Guidance Adjusted EBITDA Margin (2013E)

 

Guidance (2013)

Actual numbers 1H13A

1H13A as % of the

Guidance for 2013E

Consolidated Gafisa Group

12% - 14%

13.2%

+0.2%

EBITDA by Brand

 

 

 

EBITDA Gafisa

 

13.8%

 

EBITDA Alphaville

 

20.5%

 

EBITDA Tenda

 

-7.7%

 

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.

The Gafisa Group plans to deliver between 13,500 and 17,500 units in 2013, of which 27% will be delivered by Gafisa, 46% by Tenda and the remaining 27% by Alphaville. Going forward, the Company expects to achieve full-year delivery guidance in line with an anticipated increase in deliveries in the coming quarters.

Table 67. Other Relevant Operational Indicators – Delivery Estimates 2013E

 

Guidance (2013E)

Actual numbers 1H13A

1H13A as % of the

Guidance for 2013E

Consolidated Amounts

13,500 – 17,500

4,673

30%

Delivery by Brand

 

 

 

# Gafisa Delivery

3,500 – 5,000

1,728

41%

# Alphaville Delivery

3,500 – 5,000

419

10%

# Tenda Delivery

6,500 – 7,500

2,526

36%

 

In due course, we will indicate new guidances to reflect the impact of the new accounting standards.

29

  

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CONSOLIDATED INCOME STATEMENT 

R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y(%)

Net Operating Revenue

640,864

507,550

26%

779,779

-18%

1,148,414

1,493,883

-23%

Operating Costs

(497,066)

(429,405)

16%

(610,459)

-19%

(926,471)

(1,213,697)

-24%

Gross profit

143,798

78,145

84%

169,320

-15%

221,943

280,186

-21%

Operating Expenses

 

 

 

 

 

 

 

 

Selling Expenses

(60,407)

(55,220)

9%

(56,103)

8%

(115,627)

(104,859)

10%

General and Administrative Expenses

(49,599)

(53,005)

-6%

(59,831)

-17%

(102,604)

(119,731)

-14%

Other Op. Revenues / Expenses

(8,914)

(6,817)

31%

(24,125)

-63%

(15,731)

(34,020)

-54%

Depreciation and Amortization

(11,022)

(9,409)

17%

(11,264)

-2%

(20,431)

(28,165)

-27%

Equity Income

(14,488)

18,119

-180%

18,309

-179%

3,631

44,185

-92%

Operating results

(632)

(28,187)

-98%

36,306

-102%

(28,819)

37,596

-177%

Financial Revenues

16,757

18,931

-11%

15,799

6%

35,688

28,618

25%

Financial Expenses

(50,419)

(68,096)

-26%

(71,762)

-30%

(118,515)

(125,072)

-5%

Loss Before Taxes on Income

(34,294)

(77,352)

-56%

(19,657)

74%

(111,646)

(58,858)

90%

Deferred Taxes

(1,790)

(2,474)

-28%

(2,431)

-26%

(4,264)

(6,212)

-31%

Income Tax and Social Contribution

(5,202)

(3,963)

31%

(1,813)

187%

(9,165)

(11,836)

-23%

Loss After Taxes on Income

(41,286)

(83,789)

-51%

(23,903)

73%

(125,075)

(76,908)

63%

Discontinued Operations

 

 

 

 

 

 

 

 

Profit for the period from discontinued operations

42,473

38,292

11%

32,749

30%

80,765

61,051

32%

Minority Shareholders

15,331

9,976

54%

7,800

97%

25,307

14,612

73%

Net Loss from Continued Operations

(14,144)

(55,473)

-75%

1,046

-1453%

(69,617)

(30,469)

128%

 

30

  

49


 
 

 

 

CONSOLIDATED BALANCE SHEET 

 

2Q13

1Q13

Q-o-Q(%)

2Q12

Y-o-Y(%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

1,101,160

1,443,644

-24%

985,966

12%

Receivables from clients

2,184,064

2,492,119

-12%

3,085,869

-29%

Properties for sale

1,557,079

1,824,553

-15%

1,729,707

-10%

Other accounts receivable

186,866

205,450

-9%

103,484

81%

Deferred expenses

 

-

0%

-

0%

Prepaid expenses and other

47,632

55,571

-14%

90,079

-47%

Properties for sale

144,470

141,644

2%

183,440

-21%

Assets held for sale

1,521,277

 

 

 

 

Financial Instruments

3,133

7,800

-60%

17,689

-82%

 

6,745,681

6,170,781

9%

6,196,234

9%

Long-term Assets

 

 

 

 

 

Receivables from clients

286,913

740,058

-61%

873,593

-67%

Properties for sale

469,644

435,086

8%

343,508

37%

Financial Instruments

1,756

5,920

-70%

-

0%

Other

284,060

288,690

-2%

212,818

33%

 

1,042,373

1,469,754

-29%

1,429,919

-27%

Intangible and Property and Equipment

149,850

278,738

-46%

269,127

-44%

Investments

554,840

611,101

-9%

654,387

15%

 

 

 

 

 

 

Total Assets

8,492,744

8,530,374

0%

8,549,667

-1%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

487,118

611,333

-20%

747,938

-35%

Debentures

385,757

382,623

1%

601,672

-36%

Obligations for purchase of land and advances from clients

478,054

501,918

-5%

417,277

15%

Materials and service suppliers

101,194

153,896

-34%

151,746

-33%

Taxes and contributions

155,716

197,124

-21%

233,261

-33%

Obligation for investors

113,396

184,819

-39%

158,234

-28%

Obligations asset held for sale

727,005

 

 

-

 

Other

425,202

567,116

-25%

513,309

-17%

 

2,873,442

2,598,829

11%

2,823,437

2%

Long-term Liabilities

 

 

 

 

 

Loans and financing

1,245,753

1,326,500

-6%

976,215

28%

Debentures

1,373,912

1,392,185

-1%

1,179,109

17%

Obligations for purchase of land

54,728

67,444

-19%

90,281

-39%

Deferred taxes

76,701

79,405

-3%

89,215

-14%

Provision for contingencies

124,081

148,371

-16%

144,894

-14%

Obligation for investors

14,443

31,556

-54%

171,534

-92%

Other

111,226

241,541

-54%

329,426

-66%

 

3,000,844

3,287,002

-9%

2,980,674

1%

Shareholders' Equity

 

 

 

 

 

Shareholders’ Equity

2,449,326

2,489,357

-2%

2,629,720

-6%

Non-controlling interests

169,132

155,186

9%

115,836

46%

 

2,618,458

2,644,543

-1%

2,745,556

-5%

Liabilities and Shareholders' Equity

8,492,744

8,530,374

0%

8,549,667

-1%

Note: 1Q13 and 2Q12 Gafisa + Tenda + Alphaville. 2Q13 Gafisa + Tenda

 

31

  

50


 
 

 

 

GAFISA  + TENDA BALANCE SHEET  

 

2Q13

1Q13

Q-o-Q(%)

2Q12

Y-o-Y(%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

1,101,160

1,146,029

-4%

834,284

32%

Receivables from clients

2,184,064

2,174,751

0%

2,915,513

-25%

Properties for sale

1,557,079

1,576,361

-1%

1,516,187

3%

Other accounts receivable

186,866

184,890

1%

115,631

62%

Deferred expenses

 

-

0%

-

0%

Prepaid expenses and other

47,632

55,409

-14%

90,079

-47%

Properties for sale

144,470

141,644

2%

183,440

-21%

Assets held for sale

1,521,277

1,519,978

 

1,108,518

 

Financial Instruments

3,133

4,747

-34%

9,603

-67%

 

6,745,681

6,803,809

-1%

6,773,255

0%

Long-term Assets

 

 

 

 

 

Receivables from clients

286,913

345,566

-17%

521,874

-45%

Properties for sale

469,644

395,369

19%

329,276

43%

Deferred taxes

1,756

3,470

-49%

-

0%

Other

284,060

269,499

5%

205,800

38%

 

1,042,373

1,013,904

3%

1,056,950

-1%

Intangible and Property and Equipment

149,850

224,122

-33%

218,246

-31%

Investments

554,840

490,368

13%

527,922

0%

 

 

 

 

 

 

Total Assets

8,492,744

8,532,203

0%

8,576,373

-1%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

487,118

519,573

-6%

681,021

-28%

Debentures

385,757

382,623

1%

601,672

-36%

Obligations for purchase of land and advances from clients

478,054

401,679

19%

362,476

32%

Materials and service suppliers

101,194

106,356

-5%

120,188

-16%

Taxes and contributions

155,716

150,986

3%

195,610

-20%

Obligation for investors

113,396

114,814

-1%

118,411

-4%

Obligations asset held for sale

727,005

769,882

 

535,162

 

Other

425,202

473,091

-10%

427,090

0%

 

2,873,442

2,919,004

-2%

3,041,630

-6%

Long-term Liabilities

 

 

 

 

 

Loans and financing

1,245,753

1,173,375

6%

884,885

41%

Debentures

1,373,912

1,392,185

-1%

1,179,109

17%

Obligations for purchase of land

54,728

67,444

-19%

89,111

-39%

Deferred taxes

76,701

74,910

2%

76,620

0%

Provision for contingencies

124,081

132,626

-6%

129,647

-4%

Obligation for investors

14,443

19,535

-26%

124,628

-88%

Other

111,226

108,581

2%

305,187

-64%

 

3,000,844

2,968,656

1%

2,789,187

8%

Shareholders' Equity

 

 

 

 

 

Shareholders’ Equity

2,449,326

2,489,357

-2%

2,629,720

-7%

Non-controlling interests

169,132

155,186

9%

115,836

46%

 

2,618,458

2,644,543

-1%

2,745,556

-5%

Liabilities and Shareholders' Equity

8,492,744

8,532,203

0%

8,576,373

-1%

Note: 2Q13, 1Q13 and 2Q12 Gafisa + Tenda.

 

32

  

51


 
 

 

 

CASH FLOW

 

2Q13

2Q12

Income Before Taxes on Income

(34,294)

(19,657)

Expenses (income) not affecting working capital

13,723

(38,755)

Depreciation and amortization

11,022

11,264

Impairment allowance

(1,343)

(5,103)

Expense on stock option plan

4,884

5,534

Penalty fee over delayed projects

(10,735)

(6,265)

Unrealized interest and charges, net

(13,118)

(19,007)

Equity Income

14,488

(18,308)

Disposal of fixed asset

3,616

(877)

Warranty provision

(22,451)

1,269

Provision for contingencies

8,421

24,125

Profit sharing provision

8,600

10,386

Allowance (reversal) for doubtful debts

7,001

(10,087)

Profit / Loss from financial instruments

3,338

(3,384)

Clients

8,113

(29,215)

Properties for sale

(33,818)

263,729

Other receivables

(5,009)

5,982

Deferred selling expenses and prepaid expenses

7,776

(17,113)

Obligations on land purchases and advances from customers

63,658

(50,947)

Taxes and contributions

(730)

(10,538)

Trade accounts payable

(5,163)

23,272

Salaries, payroll charges

(41,191)

(5,087)

Other accounts payable

27,631

(50,217)

Current account operations

(10,591)

54,505

Paid taxes

258

(1,814)

Cash used in operating activities

(9,637)

124,145

Investing activities

   

Purchase of property and equipment and deferred charges

(23,720)

(19,005)

Redemption of securities, restricted securities and loans

2,073,339

955,502

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

(2,055,909)

(1,063,661)

Investments increase

(3,482)

116,308

Dividends receivables

3,265

0

Cash used in investing activities

(6,507)

(10,856)

Financing activities

   

Capital increase

4,863

2

Contributions from venture partners

(1,302)

(34,506)

Increase in loans and financing

630,285

294,368

Repayment of loans and financing

(597,593)

(342,159)

Purchase of treasury shares

(35,634)

0

Proceeds from subscription of redeemable equity interest in securitization fund

(6,571)

(3,828)

Operations of mutual

(5,344)

3,519

Net cash provided by financing activities

(11,296)

(82,604)

Net increase (decrease) in cash and cash equivalents

-27,440

30,685

Cash and cash equivalentes

   

At the beggining of the period

504,189

239,985

At the end of the period

476,749

270,670

Net increase (decrease) in cash and cash equivalents

-27,440

30,685

 

33

  

52


 
 

 

 

GAFISA SEGMENT INCOME STATEMENT 

R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y(%)

Net Operating Revenue

374,360

367,284

2%

506,386

-26%

741,644

926,644

-20%

Operating Costs

(250,295)

(279,517)

-10%

(391,203)

-36%

(529,812)

(719,652)

-26%

Gross profit

124,065

87,767

41%

115,183

8%

211,832

206,992

2%

Operating Expenses

 

 

 

 

 

 

 

 

Selling Expenses

(39,437)

(34,441)

15%

(33,391)

18%

(73,878)

(61,854)

19%

General and Administrative Expenses

(30,105)

(30,373)

-1%

(33,069)

-9%

(60,478)

(66,059)

-8%

Other Operating Rev / Expenses

(12,650)

(7,536)

68%

(11,179)

13%

(20,186)

(16,234)

24%

Depreciation and Amortization

(8,558)

(6,486)

32%

(7,391)

16%

(15,044)

(22,016)

-32%

Equity

(9,962)

2,850

11%

13,400

30%

(7,112)

24,018

32%

Operating results

23,353

11,781

98%

43,553

-46%

35,134

64,847

-46%

 

 

 

 

 

 

 

 

 

Financial Income

9,237

8,228

12%

6,193

49%

17,465

11,299

55%

Financial Expenses

(44,800)

(60,325)

-26%

(63,836)

-30%

(105,125)

(109,541)

-4%

 

 

 

 

 

 

 

 

 

Loss Before Taxes on Income

(12,210)

(40,316)

-70%

(14,090)

-13%

(52,526)

(33,395)

57%

 

 

 

 

 

 

 

 

 

Deferred Taxes

(450)

(15)

2900%

(1,889)

-76%

(465)

(1,334)

-65%

Income Tax and Social Contribution

(3,011)

(2,900)

4%

218

-1481%

(5,911)

(10,059)

-41%

 

 

 

 

 

 

 

 

 

Loss After Taxes on Income

(15,671)

(43,231)

-64%

(15,761)

-1%

(58,902)

(44,787)

32%

 

 

 

 

 

 

 

 

 

Minority Shareholders

(983)

(2,738)

-64%

(3,538)

-72%

(3,721)

(10,154)

-63%

 

 

 

 

 

 

 

 

 

Net Loss

(14,688)

(40,493)

-64%

(12,223)

20%

(55,181)

(34,633)

59%

 

34

  

53


 
 

 

 

ALPHAVILLE  SEGMENT INCOME STATEMENT 

R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y(%)

Net Operating Revenue

233,730

161,042

45%

160,182

46%

394,772

277,762

42%

Operating Costs

(121,058)

(80,910)

50%

(72,574)

67%

(201,968)

(124,348)

62%

Gross profit

112,672

80,132

41%

87,608

29%

192,804

153,414

26%

Operating Expenses

 

 

 

 

 

 

 

 

Selling Expenses

(16,452)

(15,214)

8%

(19,789)

-17%

(31,666)

(26,334)

20%

General and Administrative Expenses

(37,692)

(23,944)

57%

(30,487)

24%

(61,636)

(51,972)

19%

Other Operating Rev / Expenses

(1,243)

6,694

-119%

-

0%

5,451

0

0%

Depreciation and Amortization

(734)

(888)

-17%

(527)

39%

(1,622)

(1,069)

52%

Equity pick up

(445)

(146)

205%

1,066

-142%

(591)

4,158

-114%

Operating results

56,106

46,634

20%

37,871

48%

102,740

78,197

31%

 

 

 

 

 

 

 

 

 

Financial Income

3,453

4,601

-25%

2,791

24%

8,054

5,801

39%

Financial Expenses

(10,946)

(11,737)

-7%

(5,549)

97%

(22,683)

(18,134)

25%

 

 

 

 

 

 

 

 

 

Income Before Taxes on Income

48,613

39,498

23%

35,113

38%

88,111

65,864

34%

 

 

 

 

 

 

 

 

 

Deferred Taxes

(7,866)

(2,183)

260%

(5,912)

33%

(10,049)

(5,912)

70%

Income Tax and Social Contribution

1,727

978

77%

3,546

-51%

2,705

1,097

147%

 

 

 

 

 

 

 

 

 

Income After Taxes on Income

42,474

38,293

11%

32,747

30%

80,767

61,049

32%

 

 

 

 

 

 

 

 

 

Minority Shareholders

15,918

9,420

69%

7,068

125%

25,338

13,744

84%

 

 

 

 

 

 

 

 

 

Net Income

26,556

28,873

-8%

25,679

3%

55,429

47,305

17%

 

3

  

54


 
 

 

 

TENDA SEGMENT INCOME STATEMENT 

R$000

2Q13

1Q13

Q-o-Q

2Q12

Y-o-Y (%)

1H13

1H12

Y-o-Y(%)

Net Operating Revenue

266,504

140,265

90%

273,393

-3%

406,769

567,239

-28%

Operating Costs

(246,770)

(149,888)

65%

(219,256)

13%

(396,658)

(494,045)

-20%

Gross profit

19,734

(9,623)

-305%

54,137

-64%

10,111

73,194

-86%

Operating Expenses

 

 

 

 

 

 

 

 

Selling Expenses

(20,969)

(20,779)

1%

(22,712)

-8%

(41,748)

(43,005)

-3%

General and Administrative Expenses

(19,494)

(22,632)

-14%

(26,762)

-27%

(42,126)

(53,672)

-22%

Other Operating Rev / Expenses

3,735

(3,121)

-220%

(12,946)

-129%

614

(17,783)

-103%

Depreciation and Amortization

(2,464)

(2,923)

-16%

(3,873)

-36%

(5,387)

(6,149)

-12%

Equity

(4,527)

19,109

-124%

4,909

-192%

14,582

20,168

-28% 

Operating results

(23,985)

(39,969)

-40%

(7,248)

231%

(63,954)

(27,247)

135%

 

 

 

 

 

 

 

 

 

Financial Income

7,520

10,702

-30%

9,606

-22%

18,222

17,318

5%

Financial Expenses

(5,619)

(7,771)

-28%

(7,926)

-29%

(13,390)

(15,531)

-14%

 

 

 

 

 

 

 

 

 

Loss Before Taxes on Income

(22,084)

(37,038)

-40%

(5,568)

297%

(59,122)

(25,460)

132%

 

 

 

 

 

 

 

 

 

Deferred Taxes

(1,341)

(2,459)

-45%

(543)

147%

(3,800)

(4,879)

-22%

Income Tax and Social Contribution

(2,191)

(1,062)

106%

(2,032)

8%

(3,253)

(1,778)

83%

 

 

 

 

 

 

 

 

 

Loss After Taxes on Income

(25,616)

(40,559)

-37%

(8,143)

215%

(66,175)

(32,118)

106%

 

 

 

 

 

 

 

 

 

Minority Shareholders

396

3,294

-88%

4,270

-91%

3,690

11,025

-67%

 

 

 

 

 

 

 

 

 

Net Loss

(26,012)

(43,853)

-41%

(12,413)

110%

(69,865)

(43,143)

62%

36

  

55


 
 

 

 

GAFISA  SEGMENT BALANCE SHEET 

 

2Q13

1Q13

Q-o-Q(%)

2Q12

Y-o-Y(%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

332,292

375,900

-12%

197,852

68%

Receivables from clients

1,383,963

1,334,583

4%

1,712,270

-19%

Properties for sale

972,304

852,829

14%

814,934

19%

Other accounts receivable

200,551

207,058

-3%

141,043

42%

Deferred selling expenses

37,889

-

0%

 

0%

Prepaid expenses

-

44,623

-100%

79,801

-100%

Properties for sale

5,800

15,900

-64%

70,900

-92%

Non current assets for sale

547,560

 

 

 

 

Financial Instruments

3,133

4,747

-34%

9,603

-67%

 

3,483,492

2,835,640

23%

3,026,403

15%

Long-term Assets

 

 

 

 

 

Receivables from clients

264,158

318,170

-17%

423,040

-38%

Properties for sale

336,402

278,756

21%

129,029

161%

Financial Instruments

1,756

3,470

-49%

-

0%

Other

213,049

206,898

3%

148,207

44%

 

815,366

807,294

1%

700,276

16%

Intangible and Property and Equipment

68,883

64,877

6%

50,131

-98%

Investments

2,260,268

2,860,106

-21%

3,006,779

0%

 

 

 

 

 

 

Total Assets

6,628,008

6,567,917

1%

6,783,590

-2%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

369,563

386,506

-4%

598,301

-38%

Debentures

201,703

208,164

-3%

288,874

-30%

Obligations for purchase of land and advances from clients

376,656

293,004

29%

225,485

67%

Materials and service suppliers

73,822

75,507

-2%

83,122

-11%

Taxes and contributions

74,730

68,071

10%

79,363

-6%

Obligation for investors

110,495

114,814

-4%

110,555

0%

Other

738,504

628,990

17%

479,955

54%

 

1,945,473

1,775,056

10%

1,865,655

4%

Long-term Liabilities

 

 

 

 

 

Loans and financing

1,074,602

956,957

12%

729,534

47%

Debentures

825,687

992,262

-17%

879,324

-6%

Obligations for purchase of land

51,341

64,058

-20%

89,104

-42%

Deferred taxes

64,404

63,954

1%

63,625

1%

Provision for contingencies

68,958

68,675

0%

-

0%

Obligation for investors

14,443

19,535

-26%

124,628

-88%

Other

99,263

102,835

-3%

368,690

-73%

 

2,198,697

2,268,276

-3%

2,254,905

-2%

Shareholders' Equity

 

 

 

 

 

Shareholders' Equity

2,449,326

2,489,356

-2%

2,629,718

-7%

Non-controlling interests

34,512

35,229

-2%

33,311

4%

 

2,483,837

2,524,585

-2%

2,663,029

-7%

Liabilities and Shareholders' Equity

6,628,008

6,567,917

1%

6,783,590

-2%

 

 

56


 
 

 

 

 

TENDA  SEGMENT BALANCE SHEET 

 

2Q13

1Q13

Q-o-Q(%)

2Q12

Y-o-Y(%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

768,869

770,129

0%

636,432

21%

Receivables from clients

800,101

840,168

-5%

1,203,243

-34%

Properties for sale

594,874

723,533

-18%

701,253

-15%

Other accounts receivable

471,687

307,613

53%

304,363

55%

Deferred selling expenses

-

-

0%

 

0%

Prepaid expenses

9,743

10,785

-10%

10,278

-5%

Properties for sale

128,570

125,743

2%

112,540

14%

Financial Instruments

-

-

0%

-

0%

 

2,773,844

2,777,971

0%

2,968,109

-7%

Long-term Assets

 

 

 

 

 

Receivables from clients

22,755

27,396

-17%

98,834

-77%

Properties for sale

133,242

116,613

14%

200,247

-33%

Deferred taxes

-

-

0%

-

0%

Other

79,662

77,417

3%

72,087

11%

 

235,659

221,426

6%

371,167

-37%

Intangible and Property and Equipment

37,432

31,865

17%

40,735

-8%

Investments

204,944

210,600

-3%

183,409

12%

 

 

 

 

 

 

Total Assets

3,251,879

3,241,862

0%

3,563,420

-9%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

117,555

133,068

-12%

82,719

42%

Debentures

184,054

174,459

5%

312,798

-41%

Obligations for purchase of land and advances from clients

101,397

108,675

-7%

136,992

-26%

Materials and service suppliers

27,372

30,849

-11%

37,066

-26%

Taxes and contributions

80,986

82,916

-2%

116,247

-30%

Obligation for investors

-

-

0%

 

0%

Other

121,705

136,528

-11%

806,946

-85%

 

633,069

666,495

-5%

1,492,769

-58%

Long-term Liabilities

 

 

 

 

 

 

 

 

 

 

 

Loans and financing

171,151

216,418

-21%

155,351

10%

Debentures

548,224

399,923

37%

299,784

83%

Obligations for purchase of land

3,388

3,386

0%

7

50992%

Deferred taxes

12,297

10,956

12%

12,995

-5%

Provision for contingencies

55,123

63,951

-14%

54,971

0%

Obligation for investors

-

-

0%

-

0%

Other

55,153

45,009

23%

38,866

42%

 

845,336

739,643

14%

561,974

50%

Shareholders' Equity

 

 

 

 

 

Shareholders' Equity

1,735,903

1,797,550

-3%

1,486,249

17%

Non-controlling interests

37,570

38,174

-2%

22,428

68%

 

1,773,473

1,835,724

-3%

1,508,677

18%

Liabilities and Shareholders' Equity

3,251,879

3,241,862

0%

3,563,420

-9%

 

  

57


 
 

 

 

ALPHAVILLE  SEGMENT BALANCE SHEET 

 

2Q13

1Q13

Q-o-Q(%)

2Q12

Y-o-Y(%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

185,529

297,614

-38%

151,682

22%

Receivables from clients

396,157

317,369

25%

170,355

133%

Properties for sale

276,427

248,192

11%

213,521

29%

Other accounts receivable

33,798

22,388

51%

14,560

132%

Deferred selling expenses

-

163

-100%

-

0%

Prepaid Expenses

-

-

0%

-

0%

Properties for sale

-

-

0%

-

0%

Financial Instruments

2,446

3,053

-20%

8,086

-70%

 

894,357

888,779

1%

558,204

60%

Long-term Assets

 

 

 

 

 

Receivables from clients

393,550

394,492

0%

351,719

12%

Properties for sale

46,294

39,717

17%

14,232

225%

Financial Instruments

796

2,450

-68%

-

0%

Other

11,769

6,479

82%

2,788

322%

 

452,410

443,138

2%

368,739

23%

Intangible and Property and Equipment

16,137

11,062

46%

6,657

142%

Investments

45,882

49,617

-8%

47,539

-3%

 

 

 

 

 

 

Total Assets

1,408,785

1,392,596

1%

981,138

44%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

84,917

91,760

-7%

66,918

27%

Debentures

-

-

0%

-

0%

Obligations for purchase of land and advances from clients

90,210

100,238

-10%

54,800

65%

Materials and service suppliers

55,720

47,540

17%

31,557

77%

Taxes and contributions

52,677

46,137

14%

37,650

40%

Obligation for investors

38,219

70,005

-45%

47,679

-20%

Other

169,226

133,207

27%

136,738

24%

 

490,969

488,887

0%

375,342

31%

Long-term Liabilities

 

 

 

 

 

Loans and financing

147,658

153,125

-4%

91,330

62%

Debentures

-

-

0%

-

0%

Obligations for purchase of land

-

-

0%

1,170

-100%

Deferred taxes

3,842

4,495

-15%

12,595

-69%

Provision for contingencies

16,551

15,745

5%

15,247

9%

Obligation for investors

12,022

12,021

0%

46,906

-74%

Other

113,352

132,959

-15%

23,252

387%

 

293,425

318,345

-8%

190,499

54%

Shareholders' Equity

 

 

 

 

 

Shareholders' Equity

480,206

455,711

5%

323,304

49%

Non-controlling interests

144,186

129,653

11%

91,992

57%

 

624,391

585,364

7%

415,296

50%

Liabilities and Shareholders' Equity

1,408,785

1,392,596

1%

981,138

44%

 

  

58


 
 

 

GLOSSARY

Affordable Entry Level

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

Backlog of 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)

 

 

 

 

 

59


 
 

 

 

ABOUT GAFISA 

Gafisa is a leading diversified national homebuilder serving all demographic segments of the Brazilian market. Established over 58 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).

 
 

 

 

 


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.

 

 

 

 

60

 

 


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

1.    Operations

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

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

On June 7, 2013, the Company disclosed a material fact informing about the signature of a contract for selling the majority interest of 70% it held in Alphaville (“AUSA”) to Private Equity AE Investimentos e Participações S.A., represented by Blackstone Real Estate Advisors L.P and Pátria Investimentos Ltda, for R$1,409,800, giving continuity to the material fact disclosed on September 10, 2012, related to the analysis of strategic options regarding the AUSA business. This amount will be paid in cash, at the closing date of this transaction, up to 180 days from the contract signature. The completion of this sale is subject to usual closing conditions of a transaction of this nature.

In addition, the Company also announced the purchase of the remaining 20% interest in AUSA for a total of R$366,662, finalizing the arbitration process (Note 32).

61


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

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

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

The individual quarterly information (Company) and consolidated quarterly information were prepared and are being presented based on the technical pronouncement CPC 21(R1) – Interim Financial Reporting, using the same accounting practices, judgments, estimates and assumptions adopted in the presentation and preparation of the financial statements for the year ended December 31, 2012, except the pronouncement effective as of January 1st, 2013, described in Note 3, and the accounting practices described in Notes 2.2.1 and 2.2.2 to this quarterly information. Therefore, the corresponding quarterly information shall be read together with the financial statements as of December 31, 2012.

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

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.

62


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

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

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

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

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

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

The non-accounting and/or non-financial information included in the accompanying quarterly information, such as sales volume, contractual data, revenue and costs not recognized in units sold, economic projections, insurance and environment, were not reviewed by the independent auditors.

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

On August 9, 2013, the Board of Directors of the Company approved the individual and consolidated quarterly information of the Company and authorized its disclosure.

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 2 to the individual and consolidated financial statements as of December 31, 2012.

63


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

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

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

2.1.1. Consolidated quarterly information

  The consolidated quarterly information as of June 30, 2013 and 2012 and the consolidated financial statements as of December 31, 2012 include the full consolidation of the following subsidiaries:

  Interest %
  06/30/2013 12/31/2012
 
Gafisa and subsidiaries (*) 100 100
Construtora Tenda and subsidiaries (“Tenda”) (*) 100 100
Alphaville Urbanismo and subsidiaries (“AUSA”) (*) (a) - 80

 

(*) It does not include jointly-controlled investees, which as of January 1st, 2013 are accounted for under the equity method, according to the CPCs 18(R2) and 19(R2) (See Note 3).
(a) According to Note 8.2, the assets of AUSA are classified into asset held for sale.

See further details on these subsidiaries and jointly-controlled investees in Note 9.

2.2. Summary of significant accounting practices

In addition to the significant accounting practices disclosed in the financial statements as of December 31, 2012, the following accounting practice applies to the Company in 2013.

2.2.1 Business combination

The business combination transactions are accounted for by applying the acquisition method. The cost of an acquisition is measured by the sum of the transferred consideration, measured at fair value at the acquisition date, and the amount of any noncontrolling interest in the acquiree. The costs directly attributable to the acquisition shall be recognized as expense when incurred.

64


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

2.2. Summary of significant accounting practices --Continued

2.2.1 Business Combination --Continued

In the acquisition of a business, Management measures the financial assets and liabilities assumed with the objective of classifying and designating them according to the contractual terms, economic conditions, and the pertinent conditions at the acquisition date.

Goodwill is initially measured as the excess of transferred consideration in relation to the fair value of net assets acquired (identifiable assets and liabilities assumed, net). If the consideration is lower than the fair value of the net assets acquired, the difference shall be recognized as a gain in statement of income.

After initial recognition, goodwill is measured at cost, less any accumulated impairment. For purposes of the impairment test, the goodwill acquired in a business combination, as of the acquisition date, shall be designed to each cash-generating unit of the Company that are expected to benefit from the synergies of the combination, whether or not other assets or liabilities of the acquiree are designated to these units.

On February 27th, 2013, the Company carried out a business combination, as detailed in Note 9.1.

2.2.2 Non-current assets held for sale and profit of discontinued operations

The Company classified a non-current asset into held for sale if its carrying value is recovered by means of a sale transaction. In such case, the asset or the group of assets held for sale shall be available for immediate sale on current conditions, only subject to the usual and customary terms for selling such assets held for sale. Then its sale shall be highly probable.

For a sale to be highly probable, Management shall be committed to a plan to sell the asset, and have initiated a solid program for finding a buyer and complete the plan. In addition, the asset held for sale shall be effectively put on sale at a price that is reasonable in relation to its current fair value.

65


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

2.2. Summary of significant accounting practices--Continued

2.2.2 Non-current asset held for sale and profit of discontinued operations --Continued

In addition, the sale shall be expected to be completed in up to one year after the classification date, unless events that are beyond the control of the Company change this period.

The asset held for sale is measured at the lower of its carrying value and fair value, less cost to sell. In case the carrying value exceeds its fair value, an impairment loss is recognized in the statement of income for the year. Any reversal or gain shall only be recorded until the limit of such recognized loss.

Assets and liabilities of the group of discontinued assets are reported in separate lines in assets and liabilities. The profit of discontinued operations is presented at a single amount in statement of income, which includes the total profit after income tax of these operations, less any impairment-related loss. The net cash amounts attributable to operating, investing and financing activities of discontinued operations are presented in Note 8.2.

According to Note 1, on June 7, 2013, the Company disclosed a material fact informing about the signature of the contract for selling the majority interest it held in 70% of AUSA, as detailed in Note 8.2.

As required by CPC 31 – Non-current Asset Held for Sale and Discontinued Operations, for purposes of comparability, the information in the statement of income as of June 30, 2012 were restated and its retrospective effects are shown in Note 3.1.

66


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

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

3.1. Pronouncements (new or revised) and interpretation applicable to years beginning January 1, 2013

The pronouncements (new or revised) and the interpretation listed below, issued by CPC and approved by CVM, are mandatory for the years beginning January 1, 2013 or later. They are the following:

•   CPC 18 (R2) – Investments in associates and joint ventures – CVM Resolution no. 696 of December 13, 2012;

•   CPC 19 (R2) – Joint arrangements – CVM Resolution no. 694 of November 23, 2012;

•   CPC 33 (R1) – Employee benefits –CVM Resolution no. 695 of December 13, 2012;

•   CPC 36 (R3) – Consolidated statements – CVM Resolution no. 698 of December 20, 2012;

•   CPC 44 – Combined financial statements – CVM Resolution no. 708 of May 2, 2013;

•   CPC 45 – Disclosure of interests in other entities – CVM Resolution no. 697 of December 13, 2012; and

•   CPC 46 – Fair value measurement – CVM Resolution no. 699 of December 20, 2012;

•   OCPC 06 – Presentation of pro-forma financial information – CVM Resolution no. 709 of May 2, 2013.

Of the pronouncements listed above, the only one that impacted the Company was CPC 19(R2), and, consequently, CPC 18(R2) and CPC 36(R3). These pronouncements establish that subsidiaries shall be fully consolidated from the date control is acquired, and continue to be consolidated until such control ceases, except the joint ventures

67


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

3. Pronouncements (new or revised) and interpretation applicable as of January 1, 2013--Continued

3.1. Pronouncements (new or revised) and interpretation applicable to years beginning January 1, 2013--Continued

which were stated at equity method in the individual and consolidated quarterly information.

The quarterly information of subsidiaries and joint-controlled investees is prepared for the same reporting period that those of the Company, adopting the accounting policies consistent with those adopted by the Company. For consolidation, the following criteria are adopted: (i) elimination of investment in subsidiaries, as well as their equity pick-up; (ii) the profit from transactions between consolidated companies, as well as those corresponding to balances of assets and liabilities are equally eliminated; and (iii) noncontrolling interests are calculated and reported separately.

The following jointly-controlled investees, which used to be recognized in the consolidated statements under the proportionate consolidation method, are recognized under the equity method as of January 1, 2013 and for the corresponding periods reported in this quarterly information:

  % - Interest
Investees 06/30/2013 12/31/2012
Gafisa SPE 48 S.A. (**) 80% 80%
Sítio Jatiuca Emp Im.SPE Ltda. 50% 50%
GAFISA SPE-116 Emp. Imob. Ltda. 50% 50%
FIT 13 SPE Emp. Imob. Ltda. 50% 50%
Gafisa SPE 47 Emp. Imob. Ltda. (**) 80% 80%
Gafisa SPE 85 Emp. Imob. Ltda. (**) 80% 80%
Gafisa SPE 71 Emp. Imob. Ltda. (**) 80% 80%
Manhattan Square Emp. Imob. Coml. 1 SPE Ltda. 50% 50%
Gafisa SPE 65 Emp. Imob. Ltda. (**) 80% 80%
Alto da Barra de São Miguel Em. Imob SPE Ltda. 50% 50%
Costa Maggiore Emp. Imob. Ltda 50% 50%
Gafisa SPE 73 Emp. Imob. Ltda. (**) 80% 80%
Gafisa SPE 46 Emp. Imob. Ltda. 60% 60%
Dubai Residencial Emp. Imob. Ltda. 50% 50%
Gafisa SPE 113 Emp. Imob. Ltda. 60% 60%
Aram SPE Emp. Imob. Ltda (**) 80% 80%
Grand Park-Parque das Arvores Em. Im. Ltda 50% 50%
O Bosque Empr. Imob. Ltda. 60% 60%
Parque do Morumbi Incorporadora Ltda. (**) 80% 80%
Grand Park - Parque das Aguas Emp Im Ltda. 50% 50%
Other (*) Several Several

 

(*)It includes companies with investment balance below R$3,000.
(**)In the adoption of CPC 18 (R2) – Investments in associates and joint ventures, based on the analysis of corporate documents and past decisions, the Company concluded that it does not hold the control of these companies, so the equity method was adopted for consolidation.

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Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

3. Pronouncements (new or revised) and interpretation applicable as of January 1, 2013-- Continued

3.1. Pronouncements (new or revised) and interpretation applicable to years beginning January 1, 2013—Continued

For purposes of comparability, the corresponding balances as of December 31, 2012 and June 30, 2012 were adjusted considering the aforementioned change in accounting practice. As required by CPC 23 – Accounting Practices, Changes in Accounting Estimates and Errors, the retrospective effects of the adoption of CPCs 18(R2), 19 (R2) and 36 (R3) are as follows:

    Impact of the 12/31/2012 balances,
  Balance originally adoption of CPCs after the adoption of
  reported as of 18(R2), 19 (R2) and CPCs 18(R2), 19 (R2)
  12/31/2012 36 (R3) and 36 (R3)
Balance sheet      
Current assets 7,218,690 (812,344) 6,406,346
Non-current assets 1,575,371 (189,877) 1,385,494
Investments - 646,590 646,590
Property and equipment and intangible assets 276,933 (701) 276,232
Total assets 9,070,994 (356,332) 8,714,662
 
Current liabilities 2,879,590 (247,281) 2,632,309
Non-current liabilities 3,499,037 (111,572) 3,387,465
Total liabilities 6,378,627 (358,853) 6,019,774
Equity 2,692,367 2,521 2,694,888
Total liabilities and equity 9,070,994 (356,332) 8,714,662

 

69


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

3. Pronouncements (new or revised) and interpretation applicable as of January 1, 2013-- Continued

3.1. Pronouncements (new or revised) and interpretation applicable to years beginning January 1, 2013—Continued

        06/30/2012,
  Balances Impact of the Impact of the balances, after the
  originally adoption of adoption of adoption of CPCs
  reported as of CPCs 18(R2), 19 CPCs 31 (Note 18(R2), 19 (R2), 36
  06/30/2012 (R2) and 36 (R3) 2.2.2) (R3) and 31
 
Statement of income        
Net operating revenue 1,968,370 (196,717) (277,770) 1,493,883
Operating costs (1,487,650) 149,604 124,349 (1,213,697)
Operating expenses, net (372,417) 6,261 79,381 (286,775)
Equity pick-up - 48,344 (4,159) 44,185
Financial income (expense) (97,805) (10,983) 12,334 (96,454)
Income and social contribution taxes (25,933) 3,070 4,814 (18,049)
Noncontrolling interests (15,033) 421 - (14,612)
Profit of discontinued operations - - 61,051 61,051
Loss for the period (30,468) - - (30,468)
 
Cash flow
Operating activities 172,700 63,858 (10,265) 226,293
Investing activities (10,410) (74,163) 9,196 (75,377)
Financing activities 766 48,371 1,069 50,206
Statement of value added        
Net added value produced by the entity 542,349 56,961 (51,255) 548,055
Added value received on transfer 41,410 37,194 (5,801) 72,803
Total added value to be distributed 583,759 94,155 (57,056) 620,858

 

There was no impact on the statements of comprehensive income (loss) and changes in equity for the period ended June 30, 2012.

The notes related to the corresponding amounts that are being restated are identified as “restated”.

In the period ended June 30, 2013, no new standard, standard amendment or interpretation were issued other than those disclosed in Note 3.2 to the financial statements of the Company for the year ended December 31, 2012, nor did any change was produced in relation to the expected impacts disclosed in such financial statements that may affect the interim accounting information of such period.

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Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
Amounts in thousands of Brazilian Reais, except as otherwise stated)

4. Cash and cash equivalents and short-term investments

4.1. Cash and cash equivalents

  Company Consolidated
  06/30/2013 12/31/2012 06/30/2013 12/31/2012
        (restated)
Cash and banks 13,894 30,546 116,997 219,453
Securities purchased under agreement to        
resell (Note 21.i.d) 27,754 65,290 483,179 368,503
Cash and cash equivalents of operations for        
sale - - (123,427) -
Total cash and cash equivalents (Note 21.ii.a) 41,648 95,836 476,749 587,956

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 4.1 to the financial statements as of December 31, 2012.

4.2. Short-term investments

  Company Consolidated
  06/30/2013 12/31/2012 06/30/2013 12/31/2012
        (restated)
Investment funds - - 328 1,190
Bank deposit certificates 146,558 258,164 412,311 586,276
Restricted cash in guarantee to loans 57,961 21,005 95,812 414
Restricted credits 16,566 22,697 178,062 386,081
Other - 5,838 - 5,838
Short-term investments of operations for sale - - (62,102) -
Total short-term investments (Note 21.ii.a) 221,085 307,704 624,411 979,799

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 4.2 to the financial statements as of December 31, 2012.

5. Trade accounts receivable of development and services

  Company   Consolidated
  06/30/2013 12/31/2012 06/30/2013 12/31/2012
(restated)
Real estate development and sales (Note 30) 1,151,340 1,068,562 3,521,119 3,638,711
( - ) Allowance for doubtful accounts and cancelled        
contracts (17,020) (17,029) (179,587) (260,494)
( - ) Adjustments to present value (11,955) (9,590) (112,931) (89,095)
Services and construction and other receivables 22,643 22,073 32,083 24,822
Operations for sale - - (789,707) -
  1,145,008 1,064,016 2,470,977 3,313,944
 
Current 953,242 826,531 2,184,064 2,493,170
Non-current 191,766 237,485 286,913 820,774

 

71


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

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

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

  Company Consolidated
Maturity 06/30/2013 12/31/2012 06/30/2013 12/31/2012
        (restated)
2013 386,655 853,150 2,079,265 2,184,722
2014 334,054 109,962 636,471 631,712
2015 238,769 70,853 480,342 402,676
2016 78,615 15,092 123,432 136,377
2017 onwards 135,890 41,578 233,692 308,046
  1,173,983 1,090,635 3,553,202 3,663,533
( - ) Adjustment to present value (11,955) (9,590) (112,931) (89,095)
( - ) Allowance for doubtful account and cancelled contracts (17,020) (17,029) (179,587) (260,494)
( - ) Operations for sale - - (789,707) -
  1,145,008 1,064,016 2,470,977 3,313,944

 

During the period ended June 30, 2013, the changes in the allowance for doubtful accounts and cancelled contracts are summarized as follows:

  Company
Balance at December 31. 2012 (17,029)
Write-offs (Note 23)            9
Balance at June 30, 2013 (17,020)

 

    Consolidated  
    Properties for  
    sale  
  Receivables (Note 6) Net
Balance at December 31. 2012 (restated) (260,494) 180,399 (80,095)
Additions - - -
Write-offs (Note 23) 80,907 (77,951) 2,956
Balance at June 30, 2013 (179,587) 102,448 (77,139)

 

As of June 30, 2013, the balance composition of the subsidiary AUSA, related to operations for sale, is as follows:

 

  06/30/2013
 
Real estate development and sales (Note 30) 879,277
( - ) Adjustments to present value (89,621)
Services and construction and other receivables 51
  789,707
 
Current 396,157
Non-current 393,550

 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

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

Maturity 06/30/2013
 
2013 253,326
2014 221,650
2015 119,717
2016 90,709
2017 onwards 193,926
  879,328
( - ) Adjustment to present value (89,621)
  789,707

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 5 to the financial statements as of December 31, 2012.

6. Properties for sale

  Company Consolidated
  06/30/2013 12/31/2012 06/30/2013 12/31/2012
        (restated)
Land 645,386 664,181 987,654 897,201
( - ) Provision for realization of land - - (7,290) (7,663)
Property under construction (Note 30) 303,720 175,610 857,529 761,018
Real estate cost in the recognition of the        
provision for cancelled contracts - Note 5 - - 102,448 180,399
Completed units 90,479 85,843 409,103 344,749
Properties for sale of operations for sale - - (322,721) -
  1,039,585 925,634 2,026,723 2,175,704
 
Current portion 782,995 730,869 1,557,079 1,901,670
Non-current portion 256,590 194,765 469,644 274,034

 

There was no change in the provision for realization for land in the period ended June 30, 2013.

As of June 30, 2013, the balance composition of subsidiary AUSA, related to operations for sale, is as follows:

  06/30/2013
 
Land 67,288
Property under construction (Nota 30) 171,099
Completed units 84,334
  322,721
 
Current portion 276,427
Non-current portion 46,294

 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

6.  Properties for sale --Continued

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 6 to the financial statements as of December 31, 2012.

7. Other accounts receivable

  Company Consolidated
  06/30/2013 12/31/2012 06/30/2013 12/31/2012
        (restated)
Advances to suppliers 1,661 931 4,716 4,262
Recoverable taxes (IRRF, PIS, COFINS, among other) 32,948 26,804 91,568 78,250
Judicial deposit (Note 17) 104,071 101,456 137,842 130,371
Other 6,982 7,016 15,845 29,844
Other accounts receivable of operations for sale - - (12,619) -
  145,662 136,207 237,352 242,727
 
Current portion 24,708 16,259 80,058 77,573
Non-current portion 120,954 119,948 157,294 165,154

 

8. Non-current assets held for sale

8.1 Land available for sale

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

    Consolidated  
    Provision for  
  Cost impairment Net balance
 
Balance at December 31, 2012 (restated) 185,463 (46,104) 139,359
Additions 13,962 (4,596) 9,366
Transfer from properties for sale (Note 6) 8,285 - 8,285
Transfer to properties for sale (Note 6) (8,200) - (8,200)
Reversal/Write-offs (8,819) 4,479 (4,340)
 
Balance at June 30, 2013 190,691 (46,221) 144,470
 
Gafisa and SPEs 21,061 (5,161) 15,900
Tenda and SPEs 169,630 (41,060) 128,570

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 8 to the financial statements as of December 31, 2012.

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

8.2 Non-current assets held for sale and profit of discontinued operations

  Company Consolidated
  06/30/2013 12/31/2012 06/30/2013 12/31/2012
 
Goodwill portion for sale 127,380 - 127,380 -
Investment portion 300,129 - - -
Asset for sale (i) - - 1,393,897 -
  427,509 - 1,521,277 -
 
Liability for sale (i) - - 727,005 -

 

(i)Net amount of eliminations relating to intercompany transactions.

As mentioned in Note 1, on September 10, 2012, the Company disclosed a material fact informing about the beginning of the analysis of strategic options for the Alphaville business aimed at maximizing shareholder value.

On June 7, 2013, the Company disclosed a material fact informing about the signature of a contract for selling the majority interest of 70% it held in AUSA to Private Equity AE Investimentos e Participações S.A., represented by Blackstone Real Estate Advisors L.P and Pátria Investimentos Ltda, for R$1,409,800. This amount will be paid in cash, at the closing date of this transaction, up to 180 days from the contract signature.

The completion of this sale is subject to the usual completion conditions of such a transactions.

Additionally, the Company also announced the acquisition of the 20% remaining stake in AUSA for R$366,662, finalizing the arbitration process (Note 32).

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

8. Non-current assets held for sale --Continued

8.2 Non-current assets held for sale and profit of discontinued operations--Continued

In order to meet the provisions of paragraph 38 of CPC 31 – Non-current Asset Held for Sale and Discontinued Operations, the Company shows below the main classes of assets and liabilities classified into held for sale of subsidiary AUSA as of June 30, 2013, after eliminations of consolidation items, as follows:

Assets     Liabilities  
Current assets   Current liabilities  
Cash and cash equivalents (note 4.1) 123,427 Loans and financing (Note 12) 84,917
    Payables for purchase of properties and
Short-term investments (note 4.2) 62,102 advances from customers (Note 18) 90,210
    Obligations assumed on the assignment on
Trade accounts receivable (note 5) 396,157 receivables (Note 14) 31,777
Properties for sale (note 6) 276,427 Payables to venture partners (Note 15) 38,219
Other current assets 32,125 Other payables 188,457
Total current assets 890,238 Total current liabilities 433,580
Non-current assets   Non-current liabilities  
Trade accounts receivable (note 5) 393,550 Loans and financing (Note 12) 147,658
    Obligations assumed on the assignment of
Properties for sale (note 6) 46,294 receivables (Note 14) 44,176
Other non-current assets 12,565 Payables to venture partners (Note 15) 12,022
Investments 35,113 Provision for legal claims (Note 17) 16,551
Property and equipment, and intangible      
assets 16,137 Other payables 73,018
Total non-current assets 503,659 Total non-current liabilities 293,425
 
Total assets 1,393,897 Total liabilities 727,005

 

The main lines of the statement of income and statement of cash flows of subsidiary AUSA are as follows:

Statement of income 06/30/2013 06/30/2012 Cash flows 6/30/2013 6/30/2012
Net operating revenue 394,772 277,770 Operating activities (81,682) 14,570
Operating costs (201,967) (124,349) Investing activities 120,701 3,483
Operating expenses, net (91,693) (78,312) Financing activities (36,604) (9,536)
Depreciation and amortization (1,622) (1,069)      
Equity pick-up 3,249 4,159      
Financial expenses (14,630) (12,334)      
Income and social contribution taxes (7,344) (4,814)      
  80,765 61,051      
Noncontrolling interests (11,482) (13,743)      
Profit for the period 69,283 47,308      

 

Management does not consider necessary to perform an impairment test in view of the investment return and the comparison of the carrying amount of these net assets with their fair values less cost to sell.

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Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

9. Investments in subsidiaries

(i) Ownership interest

(a) Information on subsidiaries and jointly-controlled investees

                  Company Consolidated Company Consolidated
      Total Total Equity and advance for Income (loss) for the                
  Ownership interest - % assets liabilities future capital increase period Investments (provision for capital deficiency) Equity pick-up
Direct investees 06/30/2013 12/31/2012 06/30/2013 06/30/2013 06/30/2013 12/31/2012 06/30/2013 06/30/2012 06/30/2013 12/31/2012 06/30/2013 12/31/2012 06/30/2013 06/30/2012 06/30/2013 06/30/2012
                        (restated)       (restated)
Construtora Tenda S.A. 100% 100% 3,251,879 1,515,976 1,735,903 1,845,739 (69,865) (43,142) 1,735,903 1,845,739 - - (69,866) (43,142) - -
Shertis Emp. Part. S.A. (f) 100% 100% 129,405 11,854 117,551 104,144 13,407 11,468 117,552 104,144 1 - 13,408 11,468 - -
Gafisa SPE 89 Emp. Im. Ltda. 100% 100% 146,067 71,322 74,745 67,668 13,777 7,397 74,745 67,668 - - 13,777 7,397 - -
Alphaville Urbanismo S.A. (f) 10% 60% 1,408,785 808,528 600,257 533,218 69,283 59,134 60,026 319,931 - - 6,704 5,734 - -
Gafisa SPE 51 Emp. Im. Ltda. 100% 100% 63,587 8,608 54,979 52,351 (393) (1,918) 54,979 52,351 - - (393) (1,918) - -
Gafisa SPE 48 S.A. (e) 80% 80% 73,776 5,496 68,280 68,687 (407) 2,477 54,624 54,950 54,624 54,950 (326) 1,982 (326) 1,982
EDSP 88 Participações S.A. 100% 100% 81,753 38,113 43,640 46,479 (2,839) 1,252 43,640 46,479 - - (2,839) 1,252 - -
Gafisa SPE 72 Emp. Im. Ltda. 100% 100% 49,744 8,226 41,518 45,868 (4,350) 1,801 41,518 45,868 - - (4,350) 1,801 - -
SPE Pq Ecoville Emp Im S.A. (e) 100% 50% 115,804 78,796 37,008 32,292 4,716 6,810 57,745 16,146 - 16,146 2,388 3,405 (1,522) 3,405
Sítio Jatiuca Emp Im.SPE Ltda. (e) 50% 50% 80,185 6,536 73,649 69,989 3,677 2,943 36,825 34,995 36,825 34,995 1,838 1,472 1,838 1,472
GAFISA SPE-116 Emp. Im. Ltda. (e) 50% 50% 65,345 163 65,182 64,030 8 2 32,591 32,015 32,591 32,015 4 1 4 1
FIT 13 SPE Emp. Im. Ltda. (e) 50% 50% 60,637 4,084 56,553 48,493 9,705 20,181 28,277 26,939 - 2,692 3,660 10,091 - -
Gafisa SPE 41 Emp. Im. Ltda. 100% 100% 26,819 446 26,373 26,858 (486) (16) 26,373 26,858 - - (486) (16) - -
Gafisa SPE 50 Emp. Im. Ltda. 100% 100% 27,155 1,108 26,047 26,283 (236) 1,269 26,047 26,283 - - (236) 1,269 - -
Gafisa SPE 31 Emp. Im. Ltda. 100% 100% 25,224 - 25,224 26,014 (790) (260) 25,224 26,014 - - (790) (260) - -
Gafisa SPE 47 Emp. Im. Ltda. (e) 80% 80% 31,195 (1) 31,196 31,151 (1) (387) 24,956 24,921 24,956 24,921 (1) (309) (1) (309)
Città Ville SPE Emp. Im. Ltda. (e) 50% 50% 68,531 20,351 48,180 17,098 1,308 - 24,090 17,098 - - 654 - - -
Gafisa SPE 110 Emp. Im. Ltda. 100% 100% 45,094 25,805 19,289 15,457 3,831 721 19,289 15,457 - - 3,831 721 - -
Gafisa SPE 32 Emp. Im. Ltda. 100% 100% 19,295 1,173 18,122 18,043 79 (1,085) 18,122 18,043 - - 79 (1,085) - -
Gafisa SPE 30 Emp. Im. Ltda. 100% 100% 16,420 349 16,071 16,243 (172) (355) 16,071 16,243 - - (172) (355) - -
Manhattan Square Emp. Im. Coml. 1 SPE Ltda.(e) 50% 50% 92,977 62,951 30,026 29,501 (3,320) 6,365 15,013 14,751 15,013 14,751 (1,660) 3,182 (1,660) 3,182
Gafisa SPE-71 Emp. Im. Ltda. 80% 80% 20,801 2,593 18,208 18,908 (700) (960) 14,566 15,126 14,566 15,126 (560) (768) (560) (768)
Gafisa SPE 113 Emp. Im. Ltda. (e) 60% 60% 26,664 5,427 21,237 15,795 2,704 (284) 12,742 9,477 12,742 9,477 1,622 (170) 1,622 (170)
Apoena SPE Emp Im S.A. (e) 80% 80% 17,141 2,654 14,487 13,253 1,233 1,560 11,590 10,602 - - 986 1,248 - -
Alto da Barra de São Miguel Em.Im. SPE Ltda. (e) 50% 50% 23,812 1,371 22,441 22,124 317 2,052 11,221 11,062 11,221 11,062 159 1,026 159 1,026
Gafisa SPE-65 Emp. Im. Ltda. 80% 80% 18,646 4,685 13,961 14,214 (253) 2,004 11,169 11,371 11,169 11,371 (202) 1,603 (202) 1,603
Gafisa SPE 85 Emp. Im. Ltda. (e) 80% 80% 73,968 60,925 13,043 22,890 (9,896) 3,773 10,434 18,312 10,434 18,312 (7,917) 3,019 (7,917) 3,019
Gafisa SPE 73 Emp. Im. Ltda. (e) 80% 80% 12,857 129 12,728 12,668 (6) (1,988) 10,182 10,134 10,182 10,134 (5) (1,590) (5) (1,590)
Gafisa SPE 46 Emp. Im. Ltda. (e) 60% 60% 19,159 2,833 16,326 16,585 (259) 1,086 9,796 9,951 9,796 9,951 (156) 652 (156) 652
Costa Maggiore Emp. Im. Ltda (e) 50% 50% 19,502 834 18,668 19,426 1,743 1,260 9,334 10,379 9,334 10,379 955 630 955 630
Gafisa SPE 38 Emp. Im. Ltda. 100% 100% 8,126 140 7,986 7,850 135 (76) 7,986 7,850 - - 135 (76) - -
Gafisa SPE 123 Emp. Im. Ltda. 100% 100% 13,385 5,436 7,949 5,953 1,996 (218) 7,949 5,953 - - 1,996 (218) - -

 

77


 

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Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(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

                  Company Consolidated Company Consolidated
        Total Equity and advance for Income (loss) for the                
  Ownership interest - % Total assets liabilities future capital increase period Investments (provision for capital deficiency) Equity pick-up
Direct investees 06/30/2013 12/31/2012 06/30/2013 06/30/2013 06/30/2013 12/31/2012 06/30/2013 06/30/2012 06/30/2013 12/31/2012 06/30/2013 12/31/2012 06/30/2013 06/30/2012 06/30/2013 06/30/2013
                        (restated)       (restated)
Grand Park-Parque das Arvores Em. Im. Ltda(e) 50% 50% 56,185 41,096 15,089 13,871 (1,776) (8,026) 7,545 6,936 7,545 6,936 609 (4,013) 609 (4,013)
Gafisa SPE 36 Emp. Im. Ltda. 100% 100% 7,895 579 7,316 6,605 711 393 7,316 6,605 - - 711 393 - -
Dubai Residencial Emp. Im. Ltda. 50% 50% 30,230 15,905 14,325 19,578 (380) (1,895) 7,162 9,789 7,162 9,789 (102) (921) (102) (921)
Varandas Grand Park Emp. Im. SPE Ltda 50% 50% 64,810 50,512 14,298 6,136 7,643 1,222 7,149 3,068 7,149 3,068 4,081 611 4,081 611
Gafisa SPE 37 Emp. Im. Ltda. 100% 100% 7,407 758 6,649 6,647 2 81 6,649 6,647 - - 2 81 - -
Gafisa SPE 27 Emp. Im. Ltda. 100% 100% 7,249 1,158 6,091 5,430 662 (448) 6,091 5,430 - - 662 (448) - -
Maraville GFSA SPE Emp. Im. Ltda 100% 100% 17,333 11,772 5,561 5,043 518 (963) 5,561 5,043 - - 518 (963) - -
O Bosque Empr. Imob. Ltda. (e) 60% 60% 9,341 80 9,261 9,371 (114) (231) 5,557 5,623 5,557 5,623 (66) (139) (66) 784
Aram SPE Emp. Imob. Ltda (e) 80% 80% 16,862 9,922 6,940 13,207 331 2,067 5,452 8,391 5,452 8,391 (6,126) 784 (6,126) (139)
Gafisa SPE 111 Emp. Im. Ltda. 100% 100% 21,205 15,800 5,405 4,556 848 479 5,405 4,556 - - 848 479 - -
Gafisa SPE 42 Emp. Im. Ltda. 100% 100% 7,165 1,774 5,391 5,881 (490) (664) 5,391 5,881 - - (490) (664) - -
Gafisa SPE 22 Emp. Im. Ltda. 100% 100% 5,934 639 5,295 5,280 15 (147) 5,295 5,280 - - 15 (147) - -
Gafisa SPE 53 Emp. Im. Ltda. 100% 100% 6,001 1,821 4,180 5,455 (1,276) 309 4,180 5,455 - - (1,276) 309 - -
Gafisa SPE-118 Emp. Im. Ltda. 100% 100% 3,498 6 3,492 3,496 (4) - 3,492 3,496 - - (4) - - -
Grand Park - Parque das Aguas Emp Im Ltda.(d) 50% 50% 29,491 23,248 6,243 7,004 (1,747) (5,784) 3,122 3,502 3,122 3,502 (180) (2,892) (180) (2,892)
OCPC01 adjustment – capitalized interests (d)     - - - - - - 39,163 30,052 - 3,687 9,112 9,428 - 2,450
Other (*)     88,673 50,055 38,618 93,244 1,370 (8,096) 26,373 80,777 14,900 51,311 (730) 19,925 (377) 16,259
 
Gafisa SPE 55 Ltda.     54,460 5,363 49,097 39,628 (573) (1,344) - - 38,243 38,611 - - (458) (776)
Saí Amarela S/A     6,033 - 5,998 3,001 (79) (32) - - 2,849 2,888 - - (39) (16)
Sunshine SPE S/A     5,096 724 4,372 3,373 (1,249) (246) - - 3,334 3,372 - - (750) 16
Other indirect subsidiaries of Gafisa (*)     36,524 2,670 33,889 3,247 456 2,150 - - 1,129 1,702 - - 228 (475)
Indirect subsidiaries of Gafisa     102,113 8,757 93,356 49,249 (1,445) 528 - - 45,555 46,573 - - (1,019) (1,251)
 
FIT 13 SPE Emp. Im. Ltda.     60,637 4,084 56,318 47,958 9,705 20,181 - - 61,173 51,651 - - 9,705 20,181
FIT Jardim Botanico SPE     39,396 409 38,987 15,256 905 557 - - 21,443 20,526 - - 498 307
FIT 34 SPE Emp.Imob.     30,118 2,760 27,358 8,516 1,753 1,670 - - 19,151 19,453 - - 1,227 1,169
FIT SPE 11 Emp.Imob.     46,438 24,184 22,254 8,543 1,493 2,106 - - 15,578 13,083 - - 1,045 1,474
AC Participações     36,382 18,993 17,389 (85) 593 (324) - - 13,911 12,659 - - 474 (259)
Maria Ines SPE Emp.Imob.     21,093 373 20,720 3,297 190 93 - - 12,432 12,303 - - 114 55
FIT31 SPE Emp. Imob.     32,891 20,254 12,637 8,138 (12) 814 - - 8,846 9,734 - - (9) 570
FIT Planeta Zoo/Ipitanga     17,668 1,105 16,563 12,887 (394) 346 - - 8,281 8,470 - - (197) 173
CittaItapoa     17,649 1,717 15,932 1,870 (812) 255 - - 7,966 9,898 - - (406) 127
FIT SPE 02 Emp.Imob.     11,691 9 11,682 (2,871) (75) 1 - - 7,009 7,061 - - (45) -
Parque dos Passaros     55,203 44,805 10,399 3,415 830 (4,081) - - 5,199 1,708 - - 4,082 (2,040)
FIT Citta Imbui     9,600 561 9,038 9,097 (59) 20 - - 4,519 4,549 - - (30) 10
Klabin Segall FIT 1 SPE Ltda     6,745 27 6,718 6,305 (2) - - - 3,359 3,299 - - (1) -
Other indirect subsidiaries of Tenda(*)     71,510 46,532 24,979 969 (1,443) (2,156) - - 16,077 18,094 - - (1,875) (1,598)
Indirect subsidiaries of Tenda     485,029 194,055 290,974 123,295 12,672 19,482 - - 204,944 192,488 - - 14,582 20,169
 
SPELeblonS.A.     - - - 44,360 - - - - - 16,220 - - - -
Krahô Empreendimentos ImobiliárioS.A.     - - - 28,205 - - - - - 13,397 - - - -
SL Sociedade Loteadora Ltda.     - - - 40,551 - - - - - 4,510 - - - -
Alphaville Reserva Santa ClaraEmp. Imob. Ltda     - - - 14,566 - - - - - 4,192 - - - -
Other indirect subsidiaries of AUSA(*)     - - - 29,174 - - - - - 620 - - - -
Indirect subsidiaries of AUSA     - - - 156,857 - - - - - 38,940 - - - -
Subtotal     7,072,151 3,156,605 3,915,311 3,895,477 51,486 81,173 2,801,482 3,149,641 554,840 646,590 (30,179) 29,869 3,631 45,192

 

78


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013

(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

            Company Consolidated Company Consolidated
    Total Total Equity and advance for Income (loss) for the                
  Interest - % assets liabilities future capital increase period Investments (provision for capital deficiency) Equity pick-up
Direct investees 06/30/2013 12/31/2012 06/30/2013 06/30/2013 06/30/2013 12/31/2012 06/30/2013 06/30/2012 06/30/2013 12/31/2012 06/30/2013 12/31/2012 06/30/2013 06/30/2012 06/30/2013 06/30/2013
                  (restated)       (restated)
Other investments (a)           122,182 226,131 - - - - - -
Goodwill on acquisition of subsidiaries (b)           43,536 171,423 - - - - - -
Total investments           2,967,200 3,547,195 554,840 646,590 (30,179) 29,869 3,631 45,192
 
(*)It includes companies with investment balance below R$3,000.

 

                  Company Consolidated Company Consolidated
      Total Total Equity and advance for Income (loss) for the                
  Interest - % assets liabilities future capital increase period Provision for capital deficiency Equity pick-up
Direct investees 06/30/2013 12/31/2012 06/30/2013 06/30/2013 06/30/2013 12/31/2012 06/30/2013 06/30/2012 06/30/2013 12/31/2012 06/30/2013 12/31/2012 06/30/2013 06/30/2012 06/30/2013 06/30/2013
Provision for capital deficiency (c):                       (restated)       (restated)
Manhattan Square Emp. Imob. Res. 1 SPE Ltda 100% 100% 214,194 250,267 (36,073) (29,760) (6,313) (1,078) (18,037) (14,880) (18,037) (18,037) (3,157) (539) - (539)
Gafisa SPE 117 Emp. Im. Ltda. 100% 100% 18,675 25,586 (6,911) (5,918) (993) (3,485) (6,911) (5,918) - - (993) (3,485) - -
Gafisa SPE 126 Emp. Im. Ltda. 100% 100% 29,308 32,010 (2,702) (1,642) (1,060) - (2,702) (1,642) - - (1,060) - - -
Gafisa SPE 69 Emp. Im. Ltda. 100% 100% 2,891 5,503 (2,612) (2,172) (440) 213 (2,612) (2,172) - - (440) 213 - -
Península SPE 2 S/A 100% 100% 1,768 6,298 (4,530) (4,521) 372 388 (2,265) (1,851) (2,265) (2,265) 186 194 - 194
Other (*)     97,500 111,773 (14,273) (9,510) (5,205) (3,676) (12,220) (7,829) (2,019) 1,063 (4,394) (2,830) - (662)
Total provision for capital deficiency     364,336 431,437 (67,101) (53,523) (13,639) (7,638) (44,747) (34,292) (22,321) (19,239) (9,858) (6,447) 0 (1,007)
 
Total equity pick-up                         (40,037) 23,422 3,631 44,185

 

(a)   As a result of the establishment in January 2008 of a unincorporated venture (SCP), the Company holds interests in such company that as of June 30, 2013 amounts to R$122,182 (December 31, 2012 -R$226,131) - Note 15.

(b)   See composition in Note 11.

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

(d)   Charges not appropriated to the income of subsidiaries, as required by paragraph 6 of OCPC01. (e) Jointly-controlled investees.

(f)   The Company has 80% interest in AUSA, of which 60% is held directly and 20% indirectly through the subsidiary Shertis Emp. e Part. S.A.. Of the direct interest of 60%, 50% is for sale, according to Note 8.2.

(g)   On February 27, 2013, the Company carried out a business combination related to the barter of interest in jointly-controlled investees SPE Reserva Ecoville and SPE Parque Ecoville, as detailed in Note 9.1.

(h)   Fully consolidated companies which control is held by the companies of the group.

79


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

9. Investments in subsidiaries --Continued

(b) Change in investments

  Company Consolidated
Opening balance at December 31 (restated) 3,547,195 646,590
Equity pick-up (40,037) 3,631
Capital contribution 48,477 45,207
Redemption of shares of subsidiaries (Note 15) (100,000) -
Advance for future capital increase (33,037) (41,331)
Acquisition/sale of interest - (55,741)
Effect reflecting the program for purchase of treasury    
shares of Gafisa by Tenda (i) (39,970) -
Dividends receivable (7,175) (5,265)
Other investments (2,632) 1,196
FIDC (11,125) -
Write-off of Cipesa goodwill for sale of land (506) (506)
Asset held for sale (Note 8.2) (427,509) (38,940)
Result of asset held for sale 33,519 -
Balance at June 30 2,967,200 554,840

 

(i)  On November 27, 2012, the Board of Directors of the subsidiary Tenda approved the creation of a program to repurchase (“Program”) the common shares issued by its parent company Gafisa to hold them in treasury and later sell them. According to the Program, the acquisition in the stock exchange of shares by Tenda shall be measured at the market prices of shares of Gafisa at BM&F BOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros and will be carried out by charging the capital reserve account of Tenda. The Program can be carried out in up to 365 days and the acquisition of shares on the Program shall be limited to 10.000.000 common shares of Gafisa. In the six-month period ended June 30, 2013, the totality of 10,000,000 shares were acquired under the Program (Note 9), for the total amount of R$39,970.

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 9 to the financial statements as of December 31, 2012.

80


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

9.1. Business combination

On February 27, 2013, the Company carried out a business combination related to the barter of interest in the jointly-controlled investees SPE Reserva Ecoville (interest of 50% granted) for SPE Parque Ecoville (interest of 50% received). As a result of this transaction, the Company allocated, on preliminarily basis, the amount of R$22,644 to the heading “Properties for sale”, in consolidated information. In individual information, this amount is under “Investments”. The definite allocation of this amount will be carried out over a period of up to one year, according to CPC 15(R1) – Business Combination.

10. Property and equipment

  Company Consolidated
                (-)  
                Operations  
Type 12/31/2012 Addition Write-off 06/30/2013 12/31/2012 Addition Write-off for sale 06/30/2013
Cost         (restated)        
Hardware 15,919 1,655 (42) 17,532 29,440 4,510 (95) (2,301) 31,554
Vehicles and aircrafts 31 - - 31 7,627 5,976 - (12,578) 1,025
Leasehold improvements and installations 8,545 - - 8,545 33,375 5,616 (1,519) (4,143) 33,329
Furniture and fixtures 1,471 - - 1,471 7,822 109 - (2,134) 5,797
Machinery and equipment 2,636 1 - 2,637 4,162 106 (59) (53) 4,156
Molds - - - - 8,130 - - - 8,130
Sales stands 121,719 4,205 - 125,924 194,952 5,197 - (1,622) 198,527
  150,321 5,861 (42) 156,140 285,508 21,514 (1,673) (22,831) 282,518
 
Accumulated depreciation                  
Hardware (11,321) (910) 2 (12,229) (19,443) (1,900) 2 1,518 (19,823)
Vehicles and aircrafts (31) - - (31) (6,038) (55) - 5,068 (1,025)
Leasehold improvements and installations (4,771) (1,018) - (5,789) (17,225) (3,558) 287 1,625 (18,871)
Furniture and fixtures (992) (74) - (1,066) (4,408) (367) - 1,322 (3,453)
Machinery and equipment (553) (132) - (685) (737) (195) 5 11 (916)
Molds - - - - (7,253) (178) - - (7,431)
Sales stands (115,745) (3,836) - (119,581) (184,259) (4,008) - - (188,267)
  (133,413) (5,970) 2 (139,381) (239,363) (10,261) 294 9,544 (239,786)
 
  16,908 (109) (40) 16,760 46,145 11,253 (1,379) (13,287) 42,732

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 10 to the financial statements as of December 31, 2012.

81


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

11. Intangible assets

      Company  
  12/31/2012     06/30/2013
  Balance Addition Write-down Balance
Software – Cost 62,123 11,485 (252) 73,356
Software – Depreciation (30,572) - (5,450) (36,022)
Other 8,296 3,401 (1,467) 10,230
  39,847 14,886 (7,169) 47,564

 

      Consolidated  
  12/31/2012       06/30/2013
        (-) Operations for  
  Balance Addition Write-down sale Balance
Goodwill (restated)        
AUSA 152,856 - - (127,380) 25,476
Cipesa 40,687 - - - 40,687
Provision for non-realization / Write-off –          
sale of land (22,120) - (507) - (22,627)
  171,423 - (507) (127,380) 43,536
 
Software – Cost 83,753 14,032 (253) (3,683) 93,849
Software – Depreciation (39,193) 33 (7,611) 832 (45,939)
Other 14,104 4,321 (2,753) - 15,672
  58,664 18,386 (10,617) (2,851) 63,582
 
  230,087 18,386 (11,124) (130,231) 107,118

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 11 to the financial statements as of December 31, 2012.

The Company evaluates the recovery of the carrying amount of goodwill at the end of each year. As of June 30, 2013, the Company did not found any indication of impairment in the carrying amount of goodwill.

12. Loans and financing

      Company Consolidated
Annual interest
Type Maturity rate 06/30/2013 12/31/2012 06/30/2013 12/31/2012
            (restated)
Certificate of Bank Credit – August 2013 to 0.82 % to 3.04%        
CCB December 2017 CDI / 13.20% 914,715 867,155 1,145,692 1,118,553
Promissory notes December 2013 125% of CDI 80,236 80,159 80,236 80,159
National Housing System - SFH October 2013 a TR + 8.30 % t        
  September 2018 11.50% 254,332 227,376 739,518 704,758
Assumption of debt in connection            
with inclusion of subsidiaries ‘debt            
and other April 2013 TR + 12% - 1,064 - 1,064
Operations for sale     - - (232,575) -
      1,249,283 1,175,754 1,732,871 1,904,534
 
Current portion     314,521 356,781 487,118 613,973
Non-current portion     934,762 818,973 1,245,753 1,290,561

 

82


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

12. Loans and financing --Continued

As of May 9, 2013, the Company issued Certificates of Bank Credit CCB in the amount of R$217,000, maturing on May 9, 2017, and with secured guarantee, represented by first-priority mortgage of select real estate venture units of the Company, and the pledging of these real estate receivables.

As of June 30, 2013, the Company projected the contractual cash flow of obligations adding to the contractual amortization the amount of variable interest of its contracts, based on market estimates, as shown below.

    Company     Consolidated  
Maturity 06/30/2013 12/31/2012 06/30/2013 12/31/2012
  Carrying
value
Contractual
cash flow
Carrying
value
Carrying
value
Contractual
cash flow
 Carrying value
            (restated)
2013 157,121 202,553 356,781 251,898 325,324 613,973
2014 392,730 481,548 436,324 731,087 858,743 701,401
2015 417,410 467,121 261,023 614,921 680,363 397,519
2016 211,824 235,898 105,528 277,096 310,951 161,883
2017 onwards 70,198 83,464 16,098 90,444 112,694 29,758
Operations for sale - - - (232,575) (280,638) -
  1,249,283 1,470,584 1,175,754 1,732,871 2,288,075 1,904,534

 

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 such covenants. The ratio and minimum and maximum amounts required under such restrictive covenants as of June 30, 2013 and December 31, 2012 are disclosed in Note 13. As of June 30, 2013, the Company is in compliance with such covenants.

As of June 30, 2013, the composition of the subsidiary AUSA’s balance, related to operations for sale, is as follows:

Type Maturity Annual interest rate 06/30/2013
 
Certificates of Bank Credit (CCB) August 2013 to December 2017 0.82 % to 3.04% + CDI 230,983
National Housing System (SFH) January 2015 TR + 9.92% 1,592
      232,575
 
Current portion     84,917
Non-current portion     147,658

 

83


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

12. Loans and financing --Continued

Maturity 06/30/2013
   Carrying value Contractual
cash flow
 
2013 42,793 49,720
2014 62,313 75,027
2015 57,025 67,810
2016 54,760 63,769
2017 onwards 15,684 24,312
  232,575 280,638

 

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

    Company   Consolidated
  06/30/2013   06/30/2012 06/30/2013 06/30/2012
          (restated)
Total financial expenses for the period 95,049   149,804 176,758 205,428
Capitalized financial charges (22,680)   (67,291) (86,807) (113,970)
 
Financial expenses (Note 25) 72,369   82,513 89,951 91,458
 
Financial charges included in “Properties for sale”          
 
Opening balance 135,582   108,450 239,327 204,739
Capitalized financial charges 32,972   67,291 86,807 113,970
Charges appropriated to statement of income (Note 24) (40,537)   (40,757) (72,314) (79,684)
(-) Reclassification of asset held for sale -   - (10,386) (8,529)
Closing balance 128,017   134,984 243,434 230,496

 

The other explanation related to this note were not subject to significant changes in relation to those reported in Note 12 to the financial statements as of December 31, 2012.

13. Debentures

          Company Consolidated
    Principal -            
Program/placement R$ Annual interest Final maturity 06/30/2013 12/31/2012 06/30/2013 12/31/2012
                (restated)
Third program /first placement - Fifth placement (i) 250,000 120% of CDI May 2013/ May 2018 - 129,569 - 129.569
Sixth placement 100,000 CDI + 1.50% June 2014 143,729 137,763 143,729 137.763
Seventh placement 600,000 TR + 10.17% December 2017 576,771 601,200 576,771 601.200
Eighth placement /first placement 288,427 CDI + 1.95% October 2015 292,468 291,956 292,468 291.956
Eight placement/second placement 11,573 IPCA + 7.96% October 2016 14,422 13,411 14,422 13.411
First placement (Tenda) 600,000 TR + 9.33% October 2015 - - 485,371 562.004
Second placement (Tenda) (ii) 250,000 120% of CDI June 2015 - - 246,908 -
          1,027,390 1,173,899 1,759,669 1.735.903
 
Current portion       201,703 184,279 385,757 346.360
Non-current portion       825.687 989,620 1,373,912 1,389,543

 

84


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

13. Debentures--Continued

(j) On April 12, 2013, with the re-ratification on April 18, 2013, the Board of Directors approved the conditions to be provided to the debenture holders of the 5th placement 2nd Series because of the scheduled renegotiation established in the Indenture, on conditions that are identical to those effective in such indenture. On these same dates, the conditions were disclosed to debenture holders, who could accept the conditions and hold the debenture through maturity or reject them, having ensured the acquisition by the Issuer. On May 6, 2013, the Company paid the interest established in the indenture of the 5th placement Debentures, and acquired the debentures related to the non-renegotiation option, in the amount of R$130,203, not having other restrictive covenants to be fulfilled regarding this placement.

(ii) On June 19, 2013, the subsidiary Tenda approved the public distribution with restrict efforts of the 2nd Placement of nonconvertible simple Debentures, with secured and unsecured guarantee, in single series, in the total amount of R$250,000, maturing in 24 months. The placement provides for the chattel mortgage of the shares of Alphaville Urbanismo S.A., held by subsidiary Shertis Empreendimentos e Participações S.A. and the guarantee of the Company and the subsidiary AUSA.

As of June 30, 2013, the Company projected the contractual cash flow of obligations adding to the contractual amortization the amount of variable interest of its contracts, based on market estimates, as shown below:

    Company     Consolidated  
Maturity 06/30/2013 12/31/2012 06/30/2013 12/31/2012
  Carrying
value
Contractual
cash flow
Carrying
value
Carrying
value
Contractual
cash flow
Carrying
value
            (restated)
2013 32,975 69,403 184,279 118,965 178,920 346,360
2014 336,548 434,440 329,358 534,611 692,691 529,281
2015 299,952 362,870 300,000 748,178 839,593 500,000
2016 157,915 192,431 156,642 157,915 192,431 156,642
2017 onwards 200,000 215,437 203,620 200,000 215,437 203,620
  1,027,390 1,274,581 1,173,899 1,759,669 2,119,072 1,735,903

 

The ratios and minimum and maximum amounts stipulated by these restrictive covenants at June 30, 2013 and December 31, 2012 are as follows:

  06/30/2013 12/31/2012
Fifth placement   (restated)
Total account receivable plus inventory of finished units required to be    
equal to or over 2.2 times the net debt or below zero N/A 3.61 times
Total debt less venture debt (3) less cash and cash equivalents and short-    
term investments (1) cannot exceed 75% of equity N/A 8.05%
 
Seventh placement    
Total receivable plus inventory required to be below zero or 2.0 times over    
net debt less venture debt (3) 14.60 times 46.13 times
Total debt less venture debt (3) , less cash and cash equivalents and short-    
term investments (1) , cannot exceed 75% of equity plus noncontrolling    
interests 22.58% 7.60%
Total receivable plus unappropriated income plus total inventory of finished    
units required to be 1.5 time over the net debt plus payables for purchase    
of properties plus unappropriated cost 1.91 times 1.85 times
 
Eighth placement - first and second series, second issuance of    
Promissory Notes, first and second series    
Total receivable plus inventory of finished units required to be below zero or    
2.0 times over net debt less venture debt 11.47 times 36.51 times
Total debt less venture debt, less cash and cash equivalents and short-term    
investments (1) , cannot exceed 75% of equity plus noncontrolling interests 22.58% 7.60%

 

85


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

  06/30/2013 12/31/2012
First placement – Tenda   (restated)
Total receivable plus inventory required to be equal to or over 2.0 times net    
debt less debt with secured guarantee (3) or below zero, considering that    
TR(4) plus TE(5) is always above zero. -3.85 -3.19
Net debt less debt with secured guarantee (3) required to be not in excess of    
50% of equity. -30.07% -41.97%
Total receivable plus unappropriated income plus total inventory of finished    
units required to be 1.5 times the net debt plus payable for purchase of    
properties plus unappropriated cost 4.42 times 6.18 times

 

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

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

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

(4) Total receivables.

(5) Total inventory.

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 13 to the financial statements as of December 31, 2012.

14. Obligations assumed on assignment of receivables

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

  Company Consolidated
  06/30/2013 12/31/2012 06/30/2013 12/31/2012
        (restated)
Assignment of receivables:        
CCI obligation Jun/09 - - 12,664 14,666
CCI obligation Jun/11 17,346 24,362 23,371 40,376
CCI obligation Sep/11 878 8,729 878 8,729
CCI obligation Dec/11 6,891 11,590 11,133 16,864
CCI obligation May/12 9,311 11,179 15,822 20,824
CCI obligation Jul/12 4,187 7,561 4,187 7,561
CCI obligation Nov/12 - - 90,399 113,431
CCI obligation Dec/12 46,307 62,325 46,307 62,325
Other 6,420 7,037 4,888 5,523
Operations for sale - - (75,953) -
  91,340 132,783 133,696 290,299
 
Current portion 56,676 70,360 79,763 134,339
Non-current potion 34,664 62,423 53,933 155,960

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 14 to the financial statements as of December 31, 2012.

86


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

15. Payables to venture partners

  Company Consolidated
  06/30/2013 12/31/2012 06/30/2013 12/31/2012
 
Payable to venture partners (a) 100,000 200,000 130,266 266,565
Usufruct of shares (b) 24,938 30,048 47,814 57,141
Operations for sale - - (50,241) -
  124,938 230,048 127,839 323,706
 
Current portion 110,495 110,513 113,396 161,373
Non-current portion 14,443 119,535 14,443 162,333

 

As of June 30, 2013 the Company projected the contractual cash flow of obligations adding to the contractual amortization the amount of variable interest of its contracts, from market estimates, as shown below.

    Company     Consolidated  
  06/30/2013 12/31/2012 06/30/2013 12/31/2012
  Carrying
amount
Contractual
cash flow
Carrying
amount
  Carrying
amount
Contractual
cash flow
Carrying
amount
2013 5,402 6,700 110,513 15,049 15,701 161,373
2014 108,742 111,500 108,741 143,411 154,917 142,713
2015 6,081 8,000 6,081 11,179 14,700 11,179
2016 3,573 4,700 3,573 6,388 8,400 6,388
2017 onwards 1,140 1,500 1,140 2,053 2,700 2,053
Operations for sale - - - (50,241) (56,636) -
Total 124,938 132,400 230,048 127,839 139,782 323,706

 

(a) 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, 2013, the SCP has a capital of R$113,084 (composed of 13,084,000 Class A units held by the Company and 100,000,000 Class B units held by other unit holders). On April 1, 2013,it was resolved the redemption of 26,666,666 redeemable Class B preferred shares issued by Alphaville 08 Empreendimentos Imobiliários S.A., which caused shareholders to receive R$26,666. On the same date, dividends arising from the preferred shares were paid to their holders.

(b) In the first half ended June 30, 2013, dividends were paid to the holders of preferred shares through Alphaville Ribeirão Preto Empreendimentos Imobiliários and Gafisa SPE 89 Empreendimentos Imobiliários in the amounts of R$5,400 and R$6,700, respectively.

As of June 30, 2013, the balance composition of subsidiary AUSA, related to operations for sale, is as follows:

  06/30/2013
 
Payable to venture partners (a) 27,365
Usufruct of shares (b) 22,876
  50,241
 
Current portion 38,219
Non-current portion 12,022

 

87


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

15. Payables to venture partners --Continued

  06/30/2013
   Carrying amount Contractual
cash flow
2013 5,246 5,400
2014 36,169 39,636
2015 5,098 6,700
2016 2,815 3,700
2017 onwards 913 1,200
Total 50,241 56,636

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 15 to the financial statements as of December 31, 2012.

16. Other obligations

  Company   Consolidated
  06/30/2013 12/31/2012 06/30/2013 12/31/2012
        (restated)
Acquisition of interests 2,286 2,286 21,646 21,679
Provision for penalties for delay in construction works 7,007 8,883 24,151 36,249
Cancelled contract payable 8,516 2,363 59,590 57,458
FIDC payable (a) - - - 9,592
Warranty provision 25,965 28,345 73,217 73,934
Deferred sales taxes (PIS and COFINS) 24,859 21,772 32,866 31,712
Provision for net capital deficiency (Note 9) 44,735 35,570 22,321 19,239
Other liabilities 20,127 13,781 67,253 35,192
Other obligations of operations for sale - - (65,094) -
  133,495 113,000 235,950 285,055
 
Current portion 94,768 90,953 178,657 196,346
Non-current portion 38,727 22,047 57,293 88,709

 

(a) Refers to the operation of assignment of receivables portfolio. On May 7, the Company entered into an agreement with the shareholders of Gafisa FIDC for the assignment of the totality of subordinated shares it owned in the Fund. As provided in the agreement, the Company received R$5,008 in cash and R$2,911 in real estate receivables previously assigned to Gafisa FIDC.

17. Provisions for legal claims and commitments

In the period ended June 30, 2013, the changes in the provision are summarized as follows:

Company Civil claims Tax claims Labor claims Total
Balance at December 31, 2012 109,585 372 18,410 128,367
Addition to and reversal of provision (Note 24) (1,042) (9) 16,527 15,476
Payment (7,787) - (7,829) (15,616)
Balance at June 30, 2013 100,756 363 27,108 128,227
 
Current portion 31,798 363 27,108 59,269
Non-current portion 68,958 - - 68,958

 

88


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

17. Provisions for legal claims and commitments --Continued

Consolidated Civil claims Tax claims Labor claims Total
Balance at December 31, 2012 138,615 14,670 55,075 208,360
Addition to and reversal of provision (Nota 24) (7,548) 241 23,781 16,474
Payment (12,300) (57) (12,576) (24,933)
(-) Operations for sale (2,520) (13,055) (976) (16,551)
Balance at June 30, 2013 116,247 1,799 65,304 183,350
 
Current portion 31,798 363 27,108 59,269
Non-current portion 84,449 1,436 38,196 124,081

 

(i) Lawsuits in which likelihood of loss is rated as possible In addition, as of June 30, 2013, 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$937,960 (R$705,939 as of December 31, 2012), based on average past outcomes adjusted to current estimates, for which the Company’s Management also believes it is not necessary to recognize a provision for occasional losses. The change in the period was caused by the higher volume of lawsuits with smaller amounts, review of the involved amounts, and civil claims involving a discussion on the building of the venture.

    Company   Consolidated
  06/30/2013 12/31/2012 06/30/2013 12/31/2012
        (restated)
Civil claims 388,520 207,627 738,654 529,000
Tax claims 35,398 45,062 44,549 53,033
Labor claims 149,898 74,227 205,961 123,906
Operations for sale - - (51,204) -
  573,816 326,916 937,960 705,939

 

As of June 30, 2013, the Company and its subsidiaries have deposited in court the amount of R$104,071 (R$101,456 as of December 31, 2012) in the Company’s statements and R$137,842 (R$130,371 as of December 31, 2012) in the consolidated statement (Note 7) in connection with the legal claims of the Company.

89


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

17. Provisions for legal claims and commitments --Continued

(ii) Commitments

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

(i) The Company has contracts for the rental of 30 properties where its facilities are located, the monthly cost amounting to R$1,942 adjusted by the IGP-M/FGV variation. The rental term ranges 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, 2013, the Company, through its subsidiaries, has long-term obligations in the amount of R$12,099 (R$163 as of December 31, 2012), related to the supply of the raw material used in the development of its real estate ventures.

The other explanation related to this note were not subject to significant changes in relation to those reported in Note 17 to the financial statements as of December 31, 2012.

18. Payables for purchase of properties and advances from customers

  Company Consolidated
  06/30/2013 12/31/2012 06/30/2013 12/31/2012
        (restated)
Payables for purchase of properties 163,615 108,039 297,380 256,263
Adjustment to present value (207) (923) 484 (2,010)
Advances from customers        
Development and sales (Note 30) 40,220 22,895 158,530 132,789
Barter transaction – Land 128,146 150,396 166,598 187,041
Operations for sale - - (90,210) -
  331,774 280,407 532,782 574,083
 
Current portion 312,271 246,218 478,054 503,889
Non-current portion 19,503 34,189 54,728 70,194

 

19. Equity

19.1. Capital

As of June 30, 2013, the Company's authorized and paid-in capital amounts to R$2,740,657 (R$2,735,794 as of December 31, 2012), represented by 435,099,535 (433,229,779 as of December 31, 2012) registered common shares, without par value, of which 10,599,486 (599,486 as of December 31, 2012) were held in treasury.

90


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

19. Equity --Continued

19.1. Capital --Continued

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

In the year ended December 31, 2012, there was no change in common shares held in treasury. According to Note 9, in the period ended June 30, 2013, 10,000,000 treasury shares were purchased in stock exchange on the program for repurchase of shares of the Company by the subsidiary Tenda.

Treasury shares – 06/30/2013
Type GFSA3 common R$ % R$ thousand R$ thousand
Acquisition date Number Weighted
average price
% - on shares
outstanding
Market value (*) Carrying amount
11/20/2001 599,486 2,8880 0.14% 1,727 1,731
02/18/2013 1,000,000 4,3316 0.23% 2,880 4,336
04/05/2013 121,000 3,9689 0.03% 348 481
04/16/2013 1,660,000 4,0512 0.38% 4,781 6,732
04/17/2013 500,000 3,8376 0.11% 1,440 1,921
04/18/2013 719,000 3,9114 0.17% 2,071 2,815
04/22/2013 2,000,000 4,0352 0.46% 5,760 8,079
06/07/2013 4,000,000 3,8972 0.92% 11,520 15,606
  10,599,486 3,9302 0.37% 30,527 41,701

(*) Market value calculated based on the closing share price at June 30, 2013 (R$2.88), not considering the effect of occasional volatilities.

 

Treasury shares – 12/31/2012
Type GFSA3 common R$ % R$ thousand R$ thousand
Acquisition date Number Weighted
average price
% - on shares
outstanding
Market value (*) Carrying amount
11/20/2001 599,486 2.8880 0.14% 2,824 1,731

 

(*) Market value calculated based on the closing share price at December 31, 2012 (R$4.71), not considering the effect of occasional volatilities.

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

During the period ended June 30, 2013, a capital increase amounting to R$4,863, with the issuance of 1,869,756 new common shares was approved.

91


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

19. Equity --Continued

19.2. Stock option plan

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

  Common shares - In thousands
Shares outstanding as of December 31, 2012 432,629
Exercise of stock option 1,870
Repurchase of treasury shares (10,000)
Shares outstanding as of June 30, 2013 424,499
Treasury shares 10,600
Paid-in shares as of June 30, 2013 435,099
 
Weighted average shares outstanding 429,270

 

Expenses for granting stocks recorded under the account “General and administrative expenses” (Note 24) in the periods ended June 30, 2013 and 2012, are as follows:

  06/30/2013 06/30/2012
    (restated)
Gafisa 9,480 11,423
Tenda 65 290
  9,545 11,713
Alphaville 11,368 8,070
  20,913 19,783

 

(i) Gafisa

During the period ended June 30, 2013, the Company granted 5,383,627 options in connection with its stock option plans comprising common shares.

The fair value of the new granted options totaled R$11,048, which was set based on the following assumptions:

  06/30/2013
Pricing model Binomial

Monte Carlo

    R$4.08 and
Exercise price of options (R$) R$4.05 R$0.01
Weighted average price of options (R$) R$4.05

R$1.11

Expected volatility (%) – (*) 40%

40%

Expected option life (years) 12.43 years

2.45 years

Dividend income (%) 1.90%

1.90%

Risk-free interest rate (%) 7.23%

7.23%

 

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

92


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

19. Equity --Continued

19.2. Stock option plan --Continued

Changes in the stock options outstanding in the period ended June 30, 2013 and December 31, 2012, including the respective weighted average prices, are as follows:

  2013 2012
  Number of options Weighted average
exercise price
(Reais)
Number of options Weighted average
exercise price
(Reais)
Options outstanding at the beginning of        
the period 9,742,400 1.32 16,634,974 9.81
Options granted 5,383,627 1.86 7,639,048 1.66
Options exercised (i) (1,869,756) 2.60 (530,220) 3.09
Options substituted - - (9,264,253) 8.28
Options expired - - (579,774) 8.49
Options forfeited (64,160) 0.40 (4,157,375) 7.58
 
Options outstanding at the end of the        
period 13,192,111 1.35 9,742,400 1.32
 
Exercisable options at the end of the        
period - - - -

 

(i) In the period ended June 30, 2013, the amount received for the exercised options was R$4,863 (R$1,637 in the year ended December 31, 2012).

The options outstanding and exercisable as of June 30, 2013 are as follows:

  Options outstanding   Options exercisable
  Weighted      
  average Weighted   Weighted
  remaining average   average
Number of contractual life exercise Number of exercise
Options (years) price (R$) Options price (R$)
 
13,192,111 5.25 1.35 - -

 

(ii) Tenda

Due to the acquisition by Gafisa of the total shares outstanding issued by Tenda, the stock option plans related to Tenda shares were transferred to Gafisa, responsible for share issuance. As of June 30, 2013, the amount of R$14,849, related to the provision for granting options of Tenda is recognized under the account “Related Parties” of Gafisa.

In the period ended June 30, 2013 and in the year ended December 31, 2012, the Company did not grant options in connection with its stock option plans comprising common shares.

93


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

19. Equity --Continued

19.2. Stock option plan -- Continued

(iii) AUSA

Changes in the stock options outstanding in the period ended June 30, 2013 and in the year ended December 31, 2012, including the respective weighted average exercise prices, are as follows:

  06/30/2013
  Number of
Options
Weighted
average exercise
price (R$)
Options outstanding at the beginning of the    
period 2,667,888 3.92
Options exercised (1,060,359) 3.86
Options expired (93,060) 3.98
Options outstanding at the end of the period 1,514,469 3.97

 

As of June 30, 2013, the stock options outstanding and exercisable are as follows:

 

  Options outstanding   Options exercisable
Number of
Options
Weighted
average
remaining
contractual life
(years)
Weighted
average
exercise
price (R$)
Number of
Options
Weighted
average
exercise
price (R$)
 
1,514,469 7.5 3.97 829,439 3.97

 

AUSA recorded stock option plan expenses amounting to R$11,368, including R$10,931 related to the adjustment to the balance payable totaling R$17,782 (see Note 22.1) in the period ended June 30, 2013.

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 19 to the financial statements as of December 31, 2012.

94


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

20. Income and social contribution taxes

(i) Current income and social contribution taxes

The reconciliation of the effective tax rate for the periods ended June 30, 2013 and 2012 is as follows:

  Consolidated
  06/30/2013 06/30/2012
    (restated)
Loss before income and social contribution taxes, and statutory    
interest and profit of discontinued operation (30,881) 2,193
Income tax calculated at the applicable rate - 34% 10,499 (746)
Net effect of subsidiaries whose taxable profit is calculated as a    
percentage of gross sales (26,769) 1,374
Tax losses (tax loss carryforwards used) (1,571) (1,585)
Equity pick-up 1,235 15,023
Stock option plan (3,245) (3,983)
Effect of the profit of discontinued operations 27,460 20,757
Other permanent differences (15,574) 10,364
Charges on payables to venture partners (6,505) (409)
Tax benefits not recognized 1,041 (58,844)
  (13,429) (18,049)
Effective rate of income and social contribution taxes    
Tax expenses - current (9,165) (11,836)
Tax income/expenses - deferred (4,264) (6,213)

 

(ii) Deferred income and social contribution taxes

As of June 30, 2013 and December 31, 2012, deferred income and social contribution taxes are from the following sources:

  Company Consolidated
  06/30/2013 12/31/2012 06/30/2013 12/31/2012
Assets       (restated)
Provisions for legal claims 43,597 43,645 62,339 70,842
Temporary differences – PIS and COFINS deferred 8,102 7,477 14,534 18,682
Provisions for realization of non-financial assets 2,038 1,888 19,103 15,902
Temporary differences – CPC adjustment 21,261 22,370 30,948 36,668
Other provisions 35,556 42,481 72,569 109,962
Income and social contribution tax loss carryforwards 133,298 119,478 328,097 327,035
Tax credits from downstream acquisition 12,448 11,799 12,448 11,799
Differences between income taxed on cash basis and recorded        
on an accrual basis - 4,132 - 11,656
Tax benefits not recognized (222,178) (222,279) (491,280) (527,398)
  34,122 30,991 48,758 75,148
 
Liabilities        
Negative goodwill (91,323) (91,323) (91,323) (96,347)
Temporary differences –CPC adjustment (2,864) (3,594) (2,274) (3,594)
Differences between income taxed on cash basis        
and recorded on an accrual basis (3,861) - (31,862) (55,582)
  (98,048) (94,917) (125,429) (155,523)
 
Total net (63,926) (63,926) (76,701) (80,375)

 

95


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

20. Income and social contribution taxes --Continued

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

      Company    
    06/30/2013       12/31/2012  
  Income tax  Social
contribution
tax
 Total Income tax  Social
contribution
tax
Total 
Balance of income and social            
contribution tax loss carryforwards 392,050 392,050   351,406 351,406 -
Deferred tax asset (25%/9%) 98,013 35,285 133,298 87,852 31,627 119,479
Recognized deferred tax asset 20,145 7,252 27,397 20,145 7,252 27,397
Unrecognized deferred tax asset 77,868 28,033 105,091 67,707 24,375 92,082
 
      Consolidated    
    06/30/2013     12/31/2012  
  Income tax  Social
contribution
tax
Total  Income tax  Social
contribution
tax
Total 
          (restated)  
Balance of income and social            
contribution tax loss carryforwards 964,991 964,991   961,866 961,866 -
Deferred tax asset (25%/9%) 241,248 86,849 328,097 240,467 86,568 327,035
Recognized deferred tax asset 20,145 7,252 27,397 22,647 8,153 30,800
Unrecognized deferred tax asset 221,103 79,597 300,700 217,820 78,415 296,325

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 20 to the financial statements as of December 31, 2012.

21. Financial instruments

The Company and its subsidiaries participate in operations involving financial instruments. These instruments are managed through operational strategies and internal controls aimed at liquidity, return and safety. The use of financial instruments with the objective of hedging is made through a periodical analysis of exposure to the risk that the management intends to cover (exchange, interest rate, etc.) which is submitted to the corresponding Management bodies for approval and 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:

96


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

21. Financial instruments --Continued

(i) Risk considerations

a) Credit risk

There was no change in relation to the credit risks disclosed in Note 21(i)(a) to the financial statements as of December 31, 2012.

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

As of June 30, 2013, the Company had derivative contracts for hedging purposes in relation to interest fluctuations, with final maturity from September 2013 to June 2017. The derivative contracts are as follows:

Consolidated

    Reais Percentage Validity Gain (loss) not realized
              by derivative instruments
              - net
Companies Swap agreements (Fixed for
CDI)

Face
value

Original Index Swap Beginning End 06/30/2013 12/31/2012
                (restated)
Alphaville Urbanismo S/A Banco Votorantim S.A. 90,000 Fixed 12.7901% CDI 0.31% 09/28/2012 03/28/2013 - 2,198
Alphaville Urbanismo S/A Banco Votorantim S.A. 90,000 Fixed 12.0559% CDI 0.31% 03/28/2013 09/30/2013 1,644 1,938
Alphaville Urbanismo S/A Banco Votorantim S.A. 90,000 Fixed 14.2511% CDI 2.41% 09/30/2013 03/28/2014 802 1,641
Alphaville Urbanismo S/A Banco Votorantim S.A. 67,500 Fixed 12.6190% CDI 0.31% 03/28/2014 09/30/2014 574 1,123
Alphaville Urbanismo S/A Banco Votorantim S.A. 67,500 Fixed 15.0964% CDI 2.41% 09/30/2014 03/30/2015 357 923
Alphaville Urbanismo S/A Banco Votorantim S.A. 45,000 Fixed 11.3249% CDI 0.31% 03/30/2015 09/30/2015 (171) 332
Alphaville Urbanismo S/A Banco Votorantim S.A. 45,000 Fixed 14.7577% CDI 2.41% 09/30/2015 03/31/2016 (60) 414
Alphaville Urbanismo S/A Banco Votorantim S.A. 22,500 Fixed 10.7711% CDI 0.31% 03/31/2016 09/30/2016 (90) 94
Alphaville Urbanismo S/A Banco Votorantim S.A. 22,500 Fixed 17.2387% CDI 2.41% 09/30/2016 30/03/2017 186 436
Gafisa S/A Banco Votorantim S.A. 110,000 Fixed 12.8779% CDI 0.2801% 12/20/2012 06/20/2013 - 2,722
Gafisa S/A Banco Votorantim S.A. 110,000 Fixed 12.1440% CDI 0.2801% 06/20/2013 12/20/2013 1,550 2,366
Gafisa S/A Banco Votorantim S.A. 110,000 Fixed 14.0993% CDI 1.6344% 12/20/2013 06/20/2014 1,108 2,096
Gafisa S/A Banco Votorantim S.A. 82,500 Fixed 11.4925% CDI 0.2801% 06/20/2014 12/22/2014 166 865
Gafisa S/A Banco Votorantim S.A. 82,500 Fixed 13.7946% CDI 1.6344% 12/22/2014 06/22/2015 150 907
Gafisa S/A Banco Votorantim S.A. 55,000 Fixed 11.8752% CDI 0.2801% 06/22/2015 12/21/2015 (137) 492
Gafisa S/A Banco Votorantim S.A. 55,000 Fixed 14.2672% CDI 1.6344% 12/21/2015 06/20/2016 137 584
Gafisa S/A Banco Votorantim S.A. 27,500 Fixed 11.1136% CDI 0.2801% 06/20/2016 12/20/2016 (121) 170
Gafisa S/A Banco Votorantim S.A. 27,500 Fixed 15.1177% CDI 1.6344% 12/20/2016 06/20/2017 140 366
Gafisa S/A Banco HSBC 100,000 123% CDI Fixed 10.89% 10/31/2012 05/02/2016 1,896 -
Operations for sale             (3,242) -
              4,889 19,667
 
            Current 3,133 9,224
            Non-current 1,756 10,443

 

97


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

21. Financial instruments --Continued

(i) Risk considerations --Continued

During the period ended June 30, 2013, the amount of R$2,894 (R$5,186 in 2012) in the Company’s statements and R$8,306 (R$10,035 in 2012) in the consolidated statements, which refers to net result of the interest swap transaction, was recognized in the “financial income” line in the statement of income for the period, allowing correlation between the impact of such transactions and interest rate fluctuation in the Company’s balance sheet (Note 25).

The estimated fair value of derivative financial instruments contracted by the Company was determined based on information available in the market and specific evaluation methodologies. However, considerable judgment was necessary for interpreting market data to produce the estimated fair value of each transaction. Accordingly, the estimates above do not necessarily indicate the actual amounts to be realized upon the financial settlement of transactions.

c) Interest rate risk

There was no change in relation to the interest rate risks disclosed in Note 21(i)(c) to the financial statements as of December 31, 2012.

d) Liquidity risk

There was no change in relation to the liquidity risks disclosed in Note 21(i)(d) to the financial statements as of December 31, 2012.

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

      Company    
  Less than 1 to 3 4 to 5 More than  
Period ended June 30, 2013 1 year years years 5 years Total
Loans and financing (Note 12) 314,521 813,887 120,875 - 1,249,283
Debentures (Note 13) 201,703 542,772 282,915 - 1,027,390
Payables to venture partners (Note 15) 110,495 12,162 2,281 - 124,938
Suppliers 60,711 - - - 60,711
  687,430 1,368,821 406,071 - 2,462,322

 

98


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

21. Financial instruments --Continued

(i) Risk considerations --Continued

d) Liquidity risk --Continued

      Company    
  Less than 1 to 3 4 to 5 More than  
Year ended December 31, 2012 1 year years years 5 years Total
Loans and financing (Note 12) 356,781 697,347 121,626 - 1,175,754
Debentures (Note 13) 184,279 629,358 360,262 - 1,173,899
Payables to venture partners (Nota 15) 110,513 114,822 4,713 - 230,048
Suppliers 44,484 - - - 44,484
  696,057 1,441,527 486,601 - 2,624,185

 

        Consolidated    
  Less than 1 to 3 4 to 5 More than Operations  
Period ended June 30, 2013 1 year years years 5 years for sale Total
Loans and financing (Note 12) 573,111 1,227,972 163,712 651 (232,575) 1,732,871
Debentures (Note 13) 385,757 1,090,997 282,915 - - 1,759,669
Payables to venture partners (Note 15) 151,615 22,358 4,107 - (50,241) 127,839
Suppliers 101,194 - - - - 101,194
  1,211,677 2,341,327 450,734 651 (282,816) 3,721,573

 

      Consolidated    
  Less than 1 to 3 4 to 5 More than  
Year ended December 31, 2012 1 year years years 5 years Total
          (restated)
Loans and financing (Note 12) 613,973 1,098,920 191,641 - 1,904,534
Debentures (Note 13) 346,360 1,029,281 356,642 3,620 1,735,903
Payables to venture partners (Note 15) 161,373 153,892 8,441 - 323,706
Suppliers 154,763 - - - 154,763
  1,276,469 2,282,093 556,724 3,620 4,118,906

 

Fair value classification

The Company uses the same classification disclosed in Note 21(i)(d) to the financial statements as of December 31, 2012 to determine and disclose the fair value of financial instruments by the valuation technique.

The classification level of fair value for financial instruments measured at fair value through profit or loss of the Company, presented as of June 30, 2013 and December 31, 2012, is as follows:

99


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

21. Financial instruments --Continued

(i) Risk considerations --Continued

d) Liquidity risk --Continued

Fair value classification --Continued

  Company Consolidated
  Fair value classification
As of June 30, 2013 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
 
Financial assets            
Cash equivalents (Note 4.1) - 27,754 - - 483,179 -
(-) Operations for sale         (116,873)  
Short-term investments (Note 4.2) - 221,085 - - 686,513 -
(-) Operations for sale         (62,102)  
Derivative financial instruments (Note 21.i.b) - 4,889 - - 8,131 -
(-) Operations for sale - - - - (3,242)  
Accounts receivable (Note 5) - 1,145,008 - - 3,232,177 -
(-) Operations for sale         (789,707)  

 

  Company Consolidated
  Fair value classification
As of December 31, 2012 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
          (restated)  
Financial assets            
Cash equivalents (Note 4.1) - 65,290 - - 368,503 -
Short-term investments (Note 4.2) - 307,704 - - 979,799 -
Derivative financial instruments (Note 21.i.b) - 10,568 - - 19,667 -
Accounts receivable (Note 5) - 1,064,016 - - 3,313,944 -

 

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

  Company Consolidated
  Fair value classification
As of June 30, 2013 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
 
Financial liabilities            
Loans and financing (Note 21.ii.a) - 1,244,714 - - 1,960,650 -

(-) Operations for sale

- - - - (237,360) -
Debentures (Note 21.ii.a) - 1,021,069 - - 1,752,295 -
Payables to venture partners (Note 21.ii.a) - 129,756 - - 181,077 -

(-) Operations for sale

- - - - (51,321)  
Suppliers - 60,711 - - 101,194 -

 

100


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

21. Financial instruments —Continued

(i) Risk considerations --Continued

d) Liquidity risk --Continued

Fair value classification --Continued

  Company Consolidated
  Fair value classification
As of December 31, 2012 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
          (restated)
Financial liabilities            
Loans and financing (Note 21.ii.a) - 1,364,107 - - 1,959,621 -
Debentures (Note 21.ii.a) - 1,224,468 - - 1,799,105 -
Payables to venture partners (Note 21.ii.a) - 236,299 - - 353,970 -
Suppliers - 44,484 - - 154,763 -

 

In the period ended June 30, 2013 and the year ended December 31, 2012, there were not any transfers between the Levels 1 and 2 fair value valuation, nor transfers between Levels 3 and 2 fair value valuation.

There was no change in relation to the other information disclosed in Note 21(ii)(a) to the financial statements as of December 31, 2012.

(ii) Fair value of financial instruments

a)   Fair value measurement

The Company uses the same methods and assumptions disclosed in Note 21(ii)(a) to the financial statements as of December 31, 2012 in order to estimate the fair value for each financial instrument type for which the estimate of values is practicable.

The main consolidated carrying amounts and fair values of financial assets and liabilities at June 30, 2013 and December 31, 2012 are as follows:

101


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

21. Financial instruments —Continued

(ii) Fair value of financial instruments -- Continued

a) Fair value measurement --Continued

  Company
  06/30/2013 12/31/2012
  Carrying   Carrying  
  amount Fair value amount Fair value
 
Financial assets        
Cash and cash equivalents (Note 4.1) 41,648 41,648 95,836 95,836
Short-term investments (Note 4.2) 221,085 221,085 307,704 307,704
Derivative financial instruments (Note 21.i.b) 4,889 4,889 10,568 10,568
Trade accounts receivable (Note 5) 1,145,008 1,145,008 1,064,016 1,064,016
 
Financial liabilities        
Loans and financing (Note 12) 1,249,283 1,244,714 1,175,754 1,364,107
Debentures (Note 13) 1,027,390 1,021,069 1,173,899 1,224,468
Payables to venture partners (Note 15) 124,938 129,756 230,048 236,299
Suppliers 60,711 60,711 44,484 44,484
 
 
  Consolidated
  06/30/2013 12/31/2012
  Carrying   Carrying  
  amount Fair value amount Fair value
      (restated)
Financial assets        
Cash equivalents (Note 4.1) 476,749 476,749 587,956 587,956
Short-term investments (Note 4.2) 624,411 624,411 979,799 979,799
Derivative financial instruments (Note 21(i)(b)) 4,889 4,889 19,667 19,667
Trade accounts receivable (Note 5) 2,470,977 2,470,977 3,313,944 3,313,944
 
Financial liabilities        
Loans and financing (Note 12) 1,732,871 1,723,290 1,904,534 1,959,621
Debentures (Note 13) 1,759,669 1,752,295 1,735,903 1,799,105
Payables to venture partners (Note 15) 127,839 129,756 323,706 353,970
Suppliers 101,194 101,194 154,763 154,763

 

a)    Risk of debt acceleration

There was no change in relation to the risks of debt acceleration disclosed in Note 21(ii)(a) to the financial statements as of December 31, 2012.

b)    Market risk

There was no change in relation to the market risks disclosed in Note 21(ii)(b) to the financial statements as of December 31, 2012.

102


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

21. Financial instruments —Continued

(iii) Capital stock management

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 21 (iii) to the financial statements as of December 31, 2012.

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

  Company Consolidated
  06/30/2013 12/31/2012 06/30/2013 12/31/2012
        (restated)
Loans and financing (Note 12) 1,249,283 1,175,754 1,732,871 1,904,534
Debentures (Note 13) 1,027,390 1,173,899 1,759,669 1,735,903
Obligations assumed on assignment of receivables (Note 14) 91,340 132,783 133,696 290,299
Payables to venture partners (Note 15) 124,938 230,048 127,839 323,706
( - ) Cash and cash equivalents and short-term investments (Note 4.1 e 4.2) (262,733) (403,540) (1,101,160) (1,567,755)
Net debt 2,230,218 2,308,944 2,652,915 2,686,687
Equity 2,449,326 2,544,504 2,618,458 2,694,888
Equity and net debt 4,679,544 4,853,448 5,271,373 5,381,575

 

(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 profit or loss, as provided for by CVM, through Rule No. 475/08, in order to show a 25% and 50% increase/decrease in the risk variable considered.

As of June 30, 2013 and December 31, 2012, the Company has the following financial instruments:

a) Short-term investments, loans and financing, and debentures linked to Interbank Deposit Certificates (CDI); b) Loans and financing and debentures linked to the Referential Rate (TR) and CDI, and debentures indexed to the CDI, IPCA and TR; c) Trade accounts receivable, linked to the National Civil Construction Index (INCC).

To the sensitivity analysis of the interest rates of investments, loans and accounts receivable, the Company considered the CDI rate at 7.72%, the TR at 0.00%, the INCC rate at 8.00%, the General Market Prices Index (IGP-M) at 6.31% and the National Consumer Price Index –Extended (IPCA) at 6.70%.

103


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

21. Financial instruments --Continued

(iv) Sensitivity analysis --Continued

The scenarios considered were as follows:

Scenario I: 50% increase in the risk variables used for pricing
Scenario II: 25% increase in the risk variables used for pricing
Scenario III: 25% decrease in the risk variables used for pricing
Scenario IV: 50% decrease in the risk variables used for pricing

As of June 30, 2013:

    Scenario
    I II III IV
      Increase Decrease  
Instrument Risk Increase 50% 25% 25% Decrease 50%
 
Short-term investments Increase/decrease of CDI 29,256 14,628 (14,628) (29,256)
Loans and financing Increase/decrease of CDI (30,135) (15,067) 15,067 30,135
Debentures Increase/decrease of CDI (24,478) (12,239) 12,239 24,478
Payables to venture partners Increase/decrease of CDI (3,687) (1,844) 1,844 3,687
Derivative financial instruments Increase/decrease of CDI (27,971) (15,460) 12,848 28,922
 
Net effect of CDI variation   (57,015) (29,982) 27,370 57,966
 
Loans and financing Increase/decrease of TR - - - -
Debentures Increase/decrease of TR - - - -
 
Net effect of TR variation   - - - -
 
Debentures Increase/decrease of IPCA (453) (226) 226 453
 
Net effect of IPCA variation   (453) (226) 226 453
 
Accounts receivable Increase/decrease of INCC 91,544 45,772 (45,772) (91,544)
Properties for sale Increase/decrease of INCC 63,038 31,519 (31,519) (63,038)
 
Net effect of INCC variation   154,582 77,291 (77,291) (154,582)
 
Accounts receivable Increase/decrease of IGP-M 24,140 12,070 (12,070) (24,140)
Payables to venture partners Increase/decrease of IGP-M (812) (406) 406 812
 
Net effect of IGP-M variation   23,328 11,664 (11,664) (23,328)

 

104


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

21. Financial instruments --Continued

(iv) Sensitivity analysis --Continued

As of December 31, 2012:

      Scenario  
    I II III IV
      Increase Decrease  
Instrument Risk Increase 50% 25% 25% Decrease 50%
      (restated)  
Short-term investments Increase/decrease of CDI 34,325 17,163 (17,163) (34,325)
Loans and financing Increase/decrease of CDI (36,373) (18,186) 18,186 36,373
Debentures Increase/decrease of CDI (18,158) (9,079) 9,079 18,158
Payables to venture partners Increase/decrease of CDI (6,700) (3,350) 3,350 6,700
Derivative financial instruments Increase/decrease of CDI (24,394) (11,607) 16,898 32,823
 
Net effect of CDI variation   (51,300) (25,059) 30,350 59,729
 
Loans and financing Increase/decrease of TR - - - -
Debentures Increase/decrease of TR - - - -
 
Net effect of TR variation   - - - -
 
Debentures Increase/decrease of IPCA (370) (185) 185 370
 
Net effect of IPCA variation   (370) (185) 185 370
 
Accounts receivable Increase/decrease of INCC 87,466 43,733 (43,733) (87,466)
Properties for sale Increase/decrease of INCC 67,826 33,913 (33,913) (67,826)
 
Net effect of INCC variation   155,292 77,646 (77,646) (155,292)
 
Accounts receivable Increase/decrease of IGP-M 24,705 12,353 (12,353) (24,705)
Payables to venture partners Increase/decrease of IGP-M (2,181) (1,090) 1,090 2,181
 
Net effect of IGP-M variation   22,524 11,263 (11,263) (22,524)

 

Embedded derivative

The explanation related to this note was not subject to significant changes in relation to those reported in Note 21 (iv) to the financial statements as of December 31, 2012.

 

105


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

22. Related parties

22.1. Balances with related parties

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

  Company Consolidated
Current accounts 06/30/2013 12/31/2012 06/30/2013 12/31/2012
        (restated)
Assets        
Current account:        
Total SPEs 40,897 39,726 65,714 82,351
Condominium and consortia and thirty party’s works 67,241 73,559 67,241 73,559
Loan receivable 90,722 80,327 126,766 115,089
Dividends receivable 43,209 43,209 - -
Operations for sale - - (26,147) -
  242,069 236,821 233,574 270,999
 
Current 151,347 156,494 106,808 155,910
Non-current 90,722 80,327 126,766 115,089
 
Liabilities        
Payables of AUSA stock option        
plan - - (17,782) -
Current account:        
Condominium and consortia   -   -
Purchase/sale of interests (38,352) (36,172) (38,352) (36,172)
Total SPEs and Tenda (565,002) (437,042) (45,667) (93,082)
Operations for sale - - 56,436 -
  (603,353) (473,214) (45,365) (129,254)
 
Current portion (603,353) (473,214) (45,365) (129,254)

 

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

  Company    
  06/30/2013 12/31/2012 Nature Interest rate
 
Laguna Di Mare - Tembok Planej. E Desenv. Im. Ltda. 5,125 7,108 Construction 12% p.a. + IGPM
Vistta Laguna - Tembok Planej. E Desenv. Imob. Ltda. 16,519 15,330 Construction 12% p.a. + IGPM
Gafisa SPE 65 Emp. Imobiliários Ltda. 2,747 2,605 Construction 3% p.a. + CDI
Gafisa SPE 46 Emp. Imobiliários Ltda. 953 884 Construction 12% p.a. + IGPM
Gafisa SPE 73 Emp. Imobiliários Ltda. 5,382 4,992 Construction 12% p.a. + IGPM
Gafisa SPE 76 Emp. Imobiliários Ltda. 14 13 Construction 4% p.a. + CDI
Gafisa SPE 71 Emp. Imobiliários Ltda. 3,622 3,435 Construction 3% p.a. + CDI
Acquarelle - Civilcorp Incorporações Ltda. 371 344 Construction 12% p.a. + IGPM
Manhattan Residencial I 53,897 44,708 Construction 10% p.a. + TR
Manhattan Comercial I 14 14 Construction 10% p.a. + TR
Manhattan Residencial II 130 124 Construction 10% p.a. + TR
Manhattan Comercial II 62 59 Construction 10% p.a. + TR
Scena Laguna - Tembok Planej. E Desenv. Imob. Ltda. 1,900 711 Construction 12% p.a. + IGPM
Total Company 90,722 80,327    
 

 

106


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

22. Related parties --Continued

22.1. Balances with related parties --Continued

  Consolidated    
  06/30/2013 12/31/2012 Nature Interest rate
    (restated)    
Laguna Di Mare - Tembok Planej. E Desenv. Im. Ltda. 5,125 7,108 Construction 12% p.a. + IGPM
Vistta Laguna - Tembok Planej. E Desenv. Imob. Ltda. 16,519 15,330 Construction 12% p.a. + IGPM
Gafisa SPE 65 Emp. Imobiliários Ltda. 2,747 2,605 Construction 3% p.a. + CDI
Gafisa SPE 46 Emp. Imobiliários Ltda. 953 884 Construction 12% p.a. + IGPM
Gafisa SPE 73 Emp. Imobiliários Ltda. 5,382 4,992 Construction 12% p.a. + IGPM
Gafisa SPE 76 Emp. Imobiliários Ltda. 14 13 Construction 4% p.a. + CDI
Gafisa SPE 71 Emp. Imobiliários Ltda. 3,622 3,435 Construction 3% p.a. + CDI
Acquarelle - Civilcorp Incorporações Ltda. 371 344 Construction 12% p.a. + IGPM
Manhattan Residencial I 53,897 44,708 Construction 10% p.a. + TR
Manhattan Comercial I 14 14 Construction 10% p.a. + TR
Manhattan Residencial II 130 124 Construction 10% p.a. + TR
Manhattan Comercial II 62 59 Construction 10% p.a. + TR
Scena Laguna - Tembok Planej. E Desenv. Imob. Ltda. 1,900 711 Construction 12% p.a. + IGPM
Fit Jardim Botanico SPE Emp. Imob. Ltda. 17,535 17,191 Construction 113.5% of 126.5% of CDI
Fit 09 SPE Emp. Imob. Ltda. 6,706 6,354 Construction 120% of 126.5% of CDI
Fit 19 SPE Emp. Imob. Ltda. 4,003 3,977 Construction 113.5% of 126.5% of CDI
Acedio SPE Emp. Imob. Ltda. 3,379 3,224 Construction 113.5% of 126.5% of CDI
Ac Participações Ltda. 3,670 3,264 Construction 12% p.a. + IGPM
Other 815 815 Construction Several
Total consolidated 126,830 115,152    

 

In the period ended June 30, 2012, the recognized financial income from interest on loans amounted to R$4,028 (R$2,624 in 2012) in the Company’s statement, and R$4,885 (R$3,326 in 2012) in the consolidated statement (Note 25).

Information regarding stock option plan transactions and management compensation are described in Notes 19.2 and 26, respectively.

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 22 to the financial statements as of December 31, 2012.

22.2. 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 its partners in the amount of R$1,804,309, as of June 30, 2013 (R$1,991,658 as of December 31, 2012 (restated)).

 

107


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

23. Net operating revenue

  Company Consolidated
  06/30/2013 06/30/2012 06/30/2013 06/30/2012
        (restated)
Gross operating revenue        
Real estate development, sale and barter transactions 656,761 714,897 1,586,694 1,768,249
(Recognition) Reversal of allowance for doubtful accounts and provision for cancelled contracts (Note 5) 9 - 80,907 140,720
Taxes on sale of real estate and services (57,003) (62,101) (124,415) (137,316)
(-) Operations for sale - - (394,772) (277,770)
Net operating revenue 599,767 652,796 1,148,414 1,493,883

 

24. Costs and expenses by nature

These are represented by the following:

  Company Consolidated
  06/30/2013 06/30/2012 06/30/2013 06/30/2012
Cost of real estate development and sale:       (restated)
Construction cost (250,936) (290,221) (728,973) (803,899)
Land cost (109,907) (149,890) (157,144) (256,941)
Development cost (21,710) (17,196) (76,895) (58,641)
Capitalized financial charges (Note 12) (40,537) (40,757) (72,314) (79,684)
Maintenance / warranty (5,622) (10,676) (15,161) (16,876)
Provision for cancelled contracts (Note 5) - - (77,951) (122,005)
(-) Costs of operations for sale - - 201,967 124,349
  (428,712) (508,740) (926,471) (1,213,697)
 
Commercial expenses:        
Product marketing expenses (26,754) (21,937) (64,020) (57,024)
Brokerage and sale commission (25,657) (21,037) (61,394) (54,685)
Corporate marketing expenses (3,725) (3,055) (8,914) (7,940)
Customer Relationship Management expenses (3,387) (2,777) (8,104) (7,219)
Other (2,032) (1,667) (4,861) (4,331)
(-)Operations for sale - - 31,666 26,340
  (61,555) (50,473) (115,627) (104,859)
 
General and administrative expenses:        
Salaries and payroll charges (25,847) (21,399) (67,895) (65,117)
Employee benefits (1,928) (1,282) (5,425) (4,767)
Travel and utilities (1,632) (1,320) (4,873) (5,268)
Services (7,089) (10,913) (20,401) (17,921)
Rents and condominium fees (3,196) (2,548) (6,757) (6,860)
IT (2,242) (3,387) (6,974) (7,541)
Organizational development (461) - (1,510) (810)
Stock option plan (Note 19.2) (9,480) (11,423) (20,913) (19,783)
Reserve for profit sharing (Note 26.iii) (9,799) (12,800) (24,868) (29,215)
Other 1,195 (987) (4,624) (14,500)
(-)Operations for sale - - 61,636 52,051
  (60,479) (66,059) (102,604) (119,731)
 
Other income (expenses), net:        
Expenses with lawsuits (Note 17) (15,476) (14,933) (16,474) (32,716)
Equity pick-up in unincorporated venture (“SCP”) (3,985) (1,044) - -
Other (483) 7,033 2,351 (1,304)
(-) Operations for sale - - (1,608) -
  (19,944) (8,944) (15,731) (34,020)

 

 

108


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

25. Financial income

  Company Consolidated
  06/30/2013 06/30/2012 06/30/2013 06/30/2012
Financial income       (restated)
Income from financial investments 10,592 5,446 34,265 24,905
Financial income on loans (Note 22) 4,028 2,624 4,885 3,326
Interest income 441 549 1,605 1,807
Other financial income 143 493 2,985 4,382
(-) Financial income from operations for sale - - (8,052) (5,802)
  15,204 9,112 35,688 28,618
Financial expenses        
Interest on funding, net of capitalization (Note 12) (72,369) (82,513) (89,951) (91,458)
Amortization of debenture cost (1,389) (1,723) (1,723) (1,841)
Payables to venture partners - - (12,231) (16,390)
Banking expenses (5,454) (1,590) (7,797) (2,744)
Derivative transactions (Note 21 (i) (b)) (2,894) 5,186 (8,306) 10,035
Discount in securitization transaction (3,984) (11,413) (3,595) (17,382)
Offered discount and other financial expenses (6,764) (9,968) (17,594) (23,428)
(-) Financial expenses from operations for sale - - 22,682 18,136
  (92,854) (102,021) (118,515) (125,072)

 

26. Transactions with management and employees

(i) Management compensation

The amounts recorded in the account “general and administrative expenses” for the period ended June 30, 2013 and 2012, related to the compensation of the Company’s key management personnel are as follows:

  Management compensation  
 Period ended June 30, 2013 Board of
Directors
Statutory
Board
Fiscal
Council
       
Number of members 9 8 3
Annual fixed compensation (in R$) 946 2,515 76
Salary / Fees 926 2,340 76
Direct and indirect benefits 20 175 -
Monthly compensation (in R$) 158 419 13
Total compensation 946 2,515 76
Profit sharing - 4,875 -
 
 
  Management compensation  
Period ended June 30, 2012 Board of
Directors
Statutory
Board
Fiscal
Council
       
Number of members 9 7,33 3
Annual fixed compensation (in R$) 846 2,282 69
Salary / Fees 846 2,150 69
Direct and indirect benefits - 132 -
Monthly compensation (in R$) 141 380 12
Total compensation 846 2,282 69
Profit sharing - 4,900 -
 

 

109


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

26. Transactions with management and employees --Continued

The maximum aggregate compensation of the Company’s management and Fiscal Council for the year 2013, was established at R$18,586, as approved at the Annual Shareholders’ Meeting held on April 19, 2013.

(ii) Sales

In the period ended June 30, 2013, the total sales of units sold in 2013 to the Management is R$5,103 (zero in the period ended June 30, 2012 (restated)) and the total receivables is R$8,092 (R$5,471 as of December 31, 2012).

(iii) Profit sharing

As of June 30, 2013, the Company recorded an expense for profit sharing amounting to R$9,799 in the Company’s statement (R$12,800 in 2012) and R$24,868 in the consolidated statement (R$29,215 in 2012) under the heading “General and Administrative Expenses” (Note 24), which are broken down as follows.

Consolidated 06/30/2013 06/30/2012
 
Executive management 4,875 4,900
Other collaborators 19,993 24,315
  24,868 29,215

 

Profit sharing is calculated and reserved based on the achievement of the Company’s targets for the period. After the end of the year, an assessment of the achievement of these targets will be carried out, as well as of the collaborators, the payment being made in April 2014.

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 26 to the financial statements as of December 31, 2012.

27. Insurance

For the period ended June 30, 2013, insurance contracts were not subject to significant changes in relation to those disclosed in Note 27 to the financial statements as of December 31, 2012.

 

110


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

28. Loss per share

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

  06/30/2013 06/30/2012
Basic and diluted numerator    
Undistributed loss (69,617) (30,468)
Undistributed loss, available for the holders of common shares (69,617) (30,468)
 
Basic and diluted denominator (in thousands of shares) Weighted average number of shares 429,270 432,158
 
Basic and diluted loss per share in Reais (0.1622) (0.0705)

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 28 to the financial statements as of December 31, 2012.

29. Segment information

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

        (-) Operations
for sale
Consolidated
  Gafisa S.A. (i) Tenda AUSA 06/30/2013
Net operating revenue 741,645 406,769 394,772 (394,772) 1,148,414
Operating costs (529,813) (396,658) (201,967) 201,967 (926,471)
 
Gross profit 211,832 10,111 192,805 (192,805) 221,943
 
Selling expenses (73,879) (41,748) (31,666) 31,666 (115,627)
General and administrative expenses (60,478) (42,126) (61,636) 61,636 (102,604)
Depreciation and amortization (15,044) (5,387) (1,622) 1,622 (20,431)
Financial expenses (105,125) (13,390) (22,682) 22,682 (118,515)
Financial income 17,466 18,222 8,052 (8,052) 35,688
Tax expenses (6,376) (7,053) (7,344) 7,344 (13,429)
 
Net income (loss) for the period (55,179) (69,865) 55,427 - (69,617)
 
Customers (short and long term) 1,648,121 822,856 789,707 (789,707) 2,470,977
Inventories (short and long term) 1,298,608 728,115 322,721 (322,721) 2,026,723
Other assets 885,351 1,700,908 296,357 1,112,428 3,995,044
 
Total assets 3,832,080 3,251,879 1,408,785 - 8,492,744
 
Total liabilities 3,611,487 1,478,405 784,394 - 5,874,286
 

 

111


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

29. Segment information --Continued

        (-) Operations for
sale
Consolidated
  Gafisa S.A. (i) Tenda AUSA 06/30/2012
          (restated)
Net operating revenue 926,644 567,239 277,770 (277,770) 1,493,883
Operating cost (719,652) (494,045) (124,349) 124,349 (1,213,697)
 
Gross profit (loss) 206,992 73,194 153,421 (153,421) 280,186
 
Selling expenses (61,854) (43,005) (26,340) 26,340 (104,859)
General and administrative expenses (66,059) (53,672) (52,051) 52,051 (119,731)
Depreciation and amortization (22,016) (6,149) (1,069) 1,069 (28,165)
Financial expenses (109,541) (15,531) (18,136) 18,136 (125,072)
Financial income 11,300 17,318 5,802 (5,802) 28,618
Tax expenses (11,392) (6,657) (4,814) 4,814 (18,049)
 
Net income (loss) for the period (34,633) (43,142) 47,307 - (30,468)
 
  Gafisa S.A. (i) Tenda AUSA   12/31/2012
          (restated)
Customers (short and long term) 1,626,767 1,005,261 681,916   3,313,944
Inventories (short and long term) 936,631 966,376 272,697   2,175,704
Other assets 1,464,033 1,333,533 427,448   3,225,014
 
Total assets 4,027,431 3,305,170 1,382,061   8,714,662
 
Total liabilities 3,765,144 1,424,551 830,079   6,019,774

 

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

 

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 29 to the financial statements as of December 31, 2012.

30. Real estate ventures under construction – information and commitments

In order to enhance its notes and in line with items 20 and 21 of ICPC 02, the Company describes below some information on ventures under construction, continued operations, as of June 30, 2013:

30.1 The contracted sales revenue deducted from the appropriated sales revenue is the unappropriated sales revenue (net revenue calculated by the continuous transfer approach, according to OCPC 04).
The unappropriated sales revenue of ventures under construction plus the accounts receivable of completed ventures plus the advance from clients less cumulative receipts, comprise the receivables from developments, as follows:
Ventures under construction:  
Contracted sales revenue (*) 5,474,435
Appropriated sales revenue (A) (**) (3,338,355)
Unappropriated sales revenue (B) (*) 2,136,380
 

 

112


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

30. Real estate ventures under construction – information and commitments

Continued

Completed ventures (C) 1,064,793
Cumulative receipts (D) (**) (1,825,163)
Advances from clients  
Appropriated revenue surplus (Note 18) (E) 69,940
Total accounts receivable from developments (Note 5)  
(-A+C+D+E) 2,647,923

 

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

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

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

The real estate development revenue from units sold and under construction of real estate development is appropriated to statement of income over the construction period of ventures, in compliance with the requirements of item 14 of CPC 30 – Revenue.

30.2 As of June 30, 2013, 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) 686,431
Estimated cost to be incurred with units in inventory (*) 1,023,800
Total estimated cost incurred and to be incurred with units in inventory (a)(F) 1,710,231
Estimated cost of units sold (*) (G) 3,937,759
Incurred cost of units sold (H) (**) (2,495,525)
Unappropriated estimated cost of units sold (*) (I) 1,442,234
Total cost incurred and to be incurred (F+G) 5,647,990

 

113


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

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

Continued

(a) The amount of R$530,050 refers to units of cancelled developments which contracts are not yet cancelled with the respective customers.

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

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

30.3 As of June 30, 2013, 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) 2,136,380
Unappropriated barter for land 81,419
  2,217,799
 
Unappropriated cost of units sold (I) (1,442,234)
Estimated profit 775,565

 

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

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

30.4 As of June 30, 2013, the retained profit of ventures under construction in connection with units sold is as follows:
 
  Appropriated sales revenue (A) (**) 3,338,355
  Appropriated barter for land (**) 69,939
  3,408,294
  Incurred cost of units sold (H) (**) (2,495,525)
  Profit (**) 912,769

 

(**)Amounts stated cumulatively. Accordingly, they do not reflect the impacts on the statement of income for the quarter.

114


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

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

Continued

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

30.5

The Company shows below a table of the percentage of asset related to the Company’s ventures that are included in the structures of equity segregation of the purchase as of June 30, 2013.

 

  06/30/2013 12/31/2012
    (restated)
Total assets included in the structures of equity    
segregation of the purchase (*) 8,485,118 8,705,392
Total consolidated assets 8,492,744 8,714,662
Percentage 99.91% 99.89%

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

31. Communication with regulatory bodies

On July 11, 2013, the Company received CVM/SEP/GEA-5 Letter No. 240/2013, which requested information on the criteria for measuring and recognizing revenues. The Company is gathering such information and will send to CVM before the deadline.

The other explanation related to this note was not subject to significant changes in relation to those reported in Note 31 to the financial statements as of December 31, 2012.

32. Subsequent events

a) Acquisition of the remaining stake of 20% in AUSA

On July 3, 2013, the Company disclosed a material fact informing that the acquisition of the remaining shares of AUSA, corresponding to 20% of its capital stock, was completed through the acquisition by Tenda of the totality of shares of EVP Participações S.A., a holding company which had as shareholders Renato de Albuquerque and Nuno Luís de Carvalho Lopes Alves, and holds such remaining shares.

115


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

Comments on Company’s Business projections

OUTLOOK

First-half 2013 launches totaled R$769 million, a 24% decrease compared to the 1H12. The first-half result represents 26% of the mid-range of full-year launch guidance of R$2.7 to R$3.3 billion and is broadly in keeping with the proportion of full-year launches historically occurring in the first half. Gafisa is expected to represent 42% of 2013 launches, Alphaville 46% and Tenda the remaining 12%.

Table 64. Launch Guidance – 2013 Estimates      
  Guidance (2013E) Actual numbers 1H13A 1H13A as % of the
      Guidance for 2013E
Consolidated Launches R$2.7 – R$3.3 bi 769 26%
Breakdown by Brand      
Launches Gafisa R$1.15 – R$1.35 bi 299 24%
Launches Alphaville R$1.3 – R$1.5 bi 323 23%
Launches Tenda R$250 – R$450 mn 147 42%

 

Table 65. Guidance Leverage (2013E)      
  Guidance (2013) Actual numbers 1H13A 1H13A as %
      Guidance for 2013E
Consolidated Stable 95% 96% 1%

 

The Company expects an adjusted EBITDA margin in the range of 12% - 14% in 2013, as margins continue to be impacted by (1) the resolution of Tenda legacy projects, including the delivery of around 7,000 units in 2013, and (2) the delivery of lower margin projects launched by Gafisa in non-core markets, expected to be substantially concluded in 2013.

Tabela 66. Guidance Adjusted EBITDA Margin (2013E)    
  Guidance (2013) Actual numbers 1H13A 1H13A as % of the
      Guidance for 2013E
Consolidated Gafisa Group 12% - 14% 13.2% +0.2%
EBITDA by Brand      
EBITDA Gafisa   13.8%  
EBITDA Alphaville   20.5%  
EBITDA Tenda   -7.7%  

 

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.

The Gafisa Group plans to deliver between 13,500 and 17,500 units in 2013, of which 27% will be delivered by Gafisa, 46% by Tenda and the remaining 27% by Alphaville. Going forward, the Company expects to achieve full-year delivery guidance in line with an anticipated increase in deliveries in the coming quarters.

Table 67. Other Relevant Operational Indicators – Delivery Estimates 2013E    
  Guidance (2013E) Actual numbers 1H13A 1H13A as % of the
      Guidance for 2013E
Consolidated Amounts 13,500 – 17,500 4.673 30%
Delivery by Brand      
# Gafisa Delivery 3,500 – 5,000 1.728 41%
# Alphaville Delivery 3,500 – 5,000 419 10%
# Tenda Delivery 6,500 – 7,500 2.526 36%

 

In due course, we will indicate new guidances to reflect the impact of the new accounting standards

116


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

Other information deemed relevant by the Company

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

  6/30/2013
  Common shares
Shareholder Shares %
 
Treasury shares 599,486 0.14
Treasury shares – repurchase program 10,000,000 2.30
Polo 30,472,246 7.00
FUNCEF – Fundação dos Economiários Federais 23,835,800 5.48
Goldman Sachs 22,782,693 5.24
Outstanding shares 347,409,310 79.84
 
Total shares 435,099,535 100.00%

On June 30, 2012, there is no shareholder holding more than 5% of the voting capital.

  6/30/2012
  Common shares
Shareholder Shares %
 
Treasury shares 599,486 0.14
Outstanding shares 432,272,299 99.86
Total shares 432,872,285 100.00%
 

 

117


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

Other information deemed relevant by the Company

2. SHARES HELD BY PARENT COMPANIES, MANAGEMENT AND BOARD

  6/30/2013
  Common shares
  Shares %
 
Shareholders holding effective control of the Company 77,090,739 17.72
Board of Directors 403,013 0.09
Executive directors 1,932,556 0.44
Fiscal council - -
Executive control, board members, officers and fiscal council 79,426,608 18.25
 
Treasury shares 599,486 0.14
Treasury shares – repurchase program 10,000,000 2.30
Outstanding shares in the market (*) 345,073,441 79.31
 
Total shares 435.099.535 100.00%

 

  6/30/2012
  Common shares
  Shares %
 
Shareholders holding effective control of the Company    
Board of Directors 357,095 0.08
Executive directors 1,094,226 0.25
Fiscal council - -
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%

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

 

118


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

Other relevant information

3 – COMMITMENT CLAUSE

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

 

119


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

Reports and statements \ Management statement of interim financial information

Management statement of interim financial information

STATEMENT

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

i)   Management has reviewed, discussed and agreed with the auditor’s conclusion expressed on the report on review interim financial Information for the period ended June 30, 2013; and
     
ii)   Management has reviewed and agreed with the interim information for the period ended June 30, 2013.

Sao Paulo, August 9th, 2013

GAFISA S.A.

Management

120


 

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

Gafisa S.A.

Notes to the individual and consolidated quarterly information June 30, 2013
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

Reports and Statements \
Management statement on the report on review of interim financial information

Management Statement on the Review Report

STATEMENT

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

i)   Management has reviewed, discussed and agreed with the auditor’s conclusion expressed on the report on review interim financial Information for the period ended June 30, 2013; and
     
ii)   Management has reviewed and agreed with the interim information for the period ended June 30, 2013.

Sao Paulo, August 9th, 2013

GAFISA S.A.

Management

121


SIGNATURE

 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 26, 2013
 
Gafisa S.A.
 
By:
/s/ Alceu Duílio Calciolari

 
Name:   Alceu Duílio Calciolari
Title:     Chief Executive Officer