gfaitr1q12_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 May, 2012

(Commission File No. 001-33356),

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


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



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

Form 20-F ___X___ Form 40-F ______



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


Yes ______ No ___X___

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

Yes ______ No ___X___

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

Yes ______ No ___X___

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


 

 

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

Contents

   
Company data   

Capital Composition

1 
Individual financial statements   

Balance sheet - Assets 

2 

Balance sheet – Liabilities 

3 

Statement of operations 

4 

Statement of comprehensive income 

5 

Statement of cash flows 

6 
Statements of changes in Equity   

01/01/2012 to 03/31/2012 

7 

01/01/2011 to 03/31/2011 

8 
Statement of value added  9 
Consolidated Financial Statements   

Balance sheet - Assets 

10 

Balance sheet – Liabilities 

11 

Statement of operations 

12 

Statement of comprehensive income 

13 

Statement of cash flows 

14 
Statements of changes in Equity   

01/01/2012 to 03/31/2012 

15 

01/01/2011 to 03/31/2011 

16 
Statement of value added  17 
Comments on performance  18 
Notes to interim financial information  41 
Comments on Company’s Business Projections  104 
Other information deemed relevant by the Company  105 
Reports and statements   
Management statement of interim financial information  108 
Management statement on the report on review of interim financial information  109 

 

 

 

0 

 


 

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

Interim financial information - 03/31/2012 – Gafisa S.A.

 

COMPANY DATA / CAPITAL COMPOSITION

 

 

Number of Shares

 

(in thousands)

CURRENT QUARTER

 

3/31/2012

 

Paid-in Capital

 

Common

432,099

 

Preferred

0

 

Total

432,099

 

Treasury share

 

Common

600

 

Preferred

0

 

Total

600

 

     

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 


 

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

Interim financial information - 03/31/2012 – Gafisa S.A.

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

3/31/2012

PRIOR YEAR QUARTER

12/31/2012

1

Total Assets

6,586,189

6,665,289

1.01

Current Assets

2,317,070

2,275,354

1.01.01

Cash and cash equivalents

9,651

32,226

1.01.01.01

Cash and banks

8,791

31,116

1.01.01.02

Short-term investments

860

1,110

1.01.02

Short-term investments

110,838

90,962

1.01.02.01

Short-term investments

110,838

90,962

1.01.02.01.02

Short-term investments – held for sale

110,838

90,962

1.01.03

Accounts receivable

1,313,809

1,390,694

1.01.03.01

Trade accounts receivable

1,313,809

1,390,694

1.01.03.01.01

Receivables from clients of developments

1,299,600

1,381,420

1.01.03.01.02

Receivables from clients of construction and services rendered

14,209

9,274

1.01.04

Inventories

641,132

504.489

1.01.04.01

Properties for sale

641,132

504,489

1.01.07

Prepaid expenses expenses

58,527

41,947

1.01.07.01

Prepaid expenses and others

58,527

41,947

1.01.08

Other current assets

183,113

215,036

1.01.08.01

Non current assets for sale

65,969

65,969

1.01.08.01.01

Land available for sale

65,969

65,969

1.01.08.03

Others

117,144

149,067

1.01.08.03.01

Others accounts receivable and others

19,758

26,503

1.01.08.03.02

Derivative financial instruments

6,219

4,418

1.01.08.03.03

Receivables from related parties

91,167

118,146

1.02

Non Current assets

4,269,119

4,389,935

1.02.01

Non current assets

570,143

730,559

1.02.01.03

Accounts receivable

173,136

169,666

1.02.01.03.01

Receivables from clients of developments

173,136

169,666

1.02.01.04

Inventories

227,113

405,958

1.02.01.04.01

Properties for sale

227,113

405,958

1.02.01.09

Others non current assets

169,894

154,935

1.02.01.09.03

Others accounts receivable and others

104,208

95,869

1.02.01.09.04

Receivables from related parties

65,686

59,066

1.02.02

Investments

3,650,773

3,616,333

1.02.02.01

Interest in associates and affiliates

3,467,660

3,433,220

1.02.02.01.02

Interest in Subsidiaries

3,165,149

3,134,293

1.02.02.01.04

Other investments

302,511

298,927

1.02.02.02.

Interest in subsidiaries

183,113

183,113

1.02.02.02.01

Interest in subsidiaries - goodwill

183,113

183,113

1.02.03

Property and equipment

17,511

12,074

1.02.03.01

Operation property and equipment

17,511

12,074

1.02.04

Intangible assets

30,692

30,969

1.02.04.01

Intangible assets

30,692

30,969

 

 

 

 

2

 


 

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

Interim financial information - 03/31/2012 – Gafisa S.A.

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

3/31/2012

PRIOR YEAR QUARTER

12/31/2011

2

Total Liabilities

6,586,189

6,665,289

2.01

Current liabilities

1,594,641

2,877,234

2.01.01

Social and labor obligations

33,493

26,996

2.01.01.02

Labor obligations

33,493

26,996

2.01.01.02.01

Salaries and social charges

33,493

26,996

2.01.02

Suppliers

55,560

54,295

2.01.02.01

Local suppliers

55,560

54,295

2.01.03

Tax obligations

81,836

50,868

2.01.03.01

Federal tax obligations

81,836

50,868

2.01.04

Loans and financing

649,793

2,007,964

2.01.04.01

Loans and financing

478,077

721,788

2.01.04.02

Debentures

171,716

1,286,176

2.01.05

Others obligations

739,048

702,236

2.01.05.01

Payables to related parties

356,499

198,197

2.01.05.02

Others

382,549

504,039

2.01.05.02.04

Obligations for purchase of real estate and advances from customers

148,443

232,792

2.01.05.02.05

Other obligations

88,691

98,773

2.01.05.02.06

Payables to venture partners

113,789

139,907

2.01.05.02.07

Obligations with the assignment of receivables

31,626

32,567

2.01.06

Provisions

34,911

34,875

2.01.06.01

Tax, labor and civel lawsuits

34,911

34,875

2.01.06.01.01

Tax lawsuits

1,793

1,894

2.01.06.01.02

Labor lawsuits

14,318

14,968

2.01.06.01.04

Civel lawsuits

18,800

18,013

2.02

Non current liabilities

2,368,411

1,139,582

2.02.01

Loans and financing

1,840,428

444,705

2.02.01.01

Loans and financing

690,145

444,705

2.02.01.01.01

Loans and financing in local currency

690,145

444,705

2.02.01.02

Debentures

1,150,283

0

2.02.02

Others obligations

391,156

554,354

2.02.02.02

Others

391,156

554,354

2.02.02.02.03

Obligations for purchase of real estate and advances from customers

50,735

53,467

2.02.02.02.04

Other liabilities

14,117

36,489

2.02.02.02.05

Payables to venture partners

129,721

200,056

2.02.02.02.06

Obligations with the assignment of receivables

196,583

264,342

2.02.03

Deferred taxes

63,071

66,801

2.02.03.01

Deferred income tax and social contribution

63,071

66,801

2.02.04

Provisions

73,756

73,722

2.02.04.01

Tax, labor and civel lawsuits

73,756

73,722

2.03

Equity

2,623,137

2,648,473

2.03.01

Capital

2,734,157

2,734,157

2.03.02

Capital Reserves

24,245

18,066

2.03.02.04

Granted options

95,462

89,283

2.03.02.07

Reserve for expenditures with public offering

(71,217)

(71,217)

2.03.04

Reserves

(1,731)

(1,731)

2.03.04.09

Treasury shares

(1,731)

(1,731)

2.03.05

Retained earnings/accumulated losses

(133,534)

(102,019)

 

3

 


 

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

Interim financial information - 03/31/2012 – Gafisa S.A.

 

 

INDIVIDUAL STATEMENT OF OPERATIONS (in thousands of Brazilian Reais)

 

CODE

DESCRIPTION

ACTUAL QUARTER

1/1/2012 to 3/31/2012

PRIOR YEAR QUARTER

1/1/2011 to 3/31/2011

3.01

Gross Sales and/or Services

313,022

234,912

3.01.01

Real estate development and sales and construction services rendered

355,046

257,894

3.01.03

Taxes on sales and services

(42,024)

(22,892)

3.02

Cost of sales and/or services

(243,480)

(212,127)

3.02.01

Cost of real estate development

(243,480)

(212,127)

3.03

Gross profit

69,542

22,785

3.04

Operating expenses/income

(56,346)

(53,300)

3.04.01

Selling expenses

(22,358)

(21,348)

3.04.02

General and administrative

(32,991)

(21,298)

3.04.05

Other operating expenses

(13,455)

(24,723)

3.04.05.01

Depreciation and amortization

(11,468)

(7,550)

3.04.05.02

Other operating expenses

(1,987)

(17,173)

3.04.06

Equity pick-up

12,458

14,069

3.05

Income before financial results and income taxes

13,196

(30,515)

3.06

Financial

(41,462)

(17,785)

3.06.01

Financial income

4,171

11,141

3.06.02

Financial expenses

(45,633)

(28,926)

3.07

Income before income taxes 

(28,266)

(48,300)

3.08

Income and social contribution taxes

(3,249)

5,008

3.08.01

Current

(6,979)

0

3.08.02

Deferred

3,730

5,008

3.09

Loss from continuing operation

(31,515)

(43,292)

3.11

Loss for the period

(31,515)

(43,292)

3.99

LOSS PER SHARE (Reais)

 

 

3.99.01

BASIC LOSS PER SHARE

 

 

3.99.01.01

ON

(0.07290)

(0.10030)

 

 

 

 

 

 

 

 

 

 

 

 

       

 

 

 

 

 

4

 


 

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

Interim financial information - 03/31/2012 – Gafisa S.A.

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

1/1/2012 to 3/31/2012

PRIOR YEAR QUARTER

1/1/2011 to 3/31/2011

4.01

Loss for the period

(31,515)

(43,292)

4.03

Comprehensive loss for the period

(31,515)

(43,292)

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 


 

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

Interim financial information - 03/31/2012 – Gafisa S.A.

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

3/31/2012

PRIOR YEAR QUARTER

3/31/2011

6.01

Net cash from operating activities

193,162

(22,285)

6.01.01

Cash generated in the operations

14,674

(18,464)

6.01.01.01

Loss before taxes

(28,266)

(48,300)

6.01.01.02

Equity pick-up

(12,458)

(14,069)

6.01.01.03

Stock options expenses

6,034

2,536

6.01.01.04

Unrealized interest and finance charges, net

23,010

28,926

6.01.01.05

Derivatives financial instruments

(1,801)

0

6.01.01.06

Depreciation and amortization

11,468

7,550

6.01.01.07

Provision for legal claims

3,756

4,331

6.01.01.08

Provision for profit sharing

6,250

0

6.01.01.09

Warranty provision

624

562

6.01.01.10

Write-off of property and equipment, net

20

0

6.01.01.11

Allowance for doubtful accounts

2,115

0

6.01.01.12

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

(4,278)

0

6.01.01.13

Provision for penalties due to delay in construction works

8,200

0

6.01.02

Variation in Assets and Liabilities

178,488

(3,821)

6.01.02.01

Trade accounts receivable

71,300

(70,138)

6.01.02.02

Properties for sale

46,480

(78,766)

6.01.02.03

Other Receivables

(1,596)

(22,495)

6.01.02.04

Prepaid expenses

(16,580)

(1,062)

6.01.02.05

Obligations for purchase of real estate and adv. from customers

(87,081)

56,770

6.01.02.06

Taxes and contributions

30,968

(27,507)

6.01.02.07

Suppliers

1,265

4,760

6.01.02.08

Salaries and payable charges

247

3,143

6.01.02.09

Transactions with related parties

185,281

86,184

6.01.02.10

Other obligations

(44,817)

45,290

6.01.02.11

Income tax and social contribution paid

(6,979)

0

6.02

Net cash from investments activities

(58,506)

56,092

6.02.01

Purchase of property and equipment and intangible assets

(16,648)

(7.868)

6.02.02

Additional investments in subsidiaries

(21,982)

(100,967)

6.02.03

Redemption of short-term investments

1,065,011

630,360

6.02.04

Short-term investments

(1,084,887)

(465,433)

6.03

Net cash from financing activities

(157,231)

(86,282)

6.03.01

Capital increase

0

1,589

6.03.02

Loans and financing obtained  

110,804

60,793

6.03.03

Payment of loans and financing

(96,262)

(146,523)

6.03.04

Assignment of credits receivable, net

(68,700)

0

6.03.06

Loan transactions with related parties

(6,620)

(2,141)

6.03.07

Payables to venture partners

(96,453)

0

6.05

Net increase (decrease) of cash and cash equivalents

(22,575)

(52,475)

6.05.01

Cash and cash equivalents at the beginning of the period

32,226

66,092

6.05.02

Cash and cash equivalents at the end of the period

9,651

13,617

 

 

 

6

 


 

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

Interim financial information - 03/31/2012 – Gafisa S.A.

 

 

 

 

INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 01/01/2012 TO 03/31/2012 (in thousands of Brazilian reais)

 

 

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings/

accumulated losses

Others comprehensive income

Total Equity

5.01

Opening balance

2,734,157

16,335

0

(102,019)

0

2,648,473

5.03

Opening adjusted balance

2,734,157

0

0

(102,019)

0

2,648,473

5.04

Capital transactions with shareholders

0

6,179

0

0

0

6,179

5.04.01

Stock options program

0

6,179

0

0

0

6,179

5.05

Total of comprehensive loss

0

0

0

(31,515)

0

(31,515)

5.05.01

Loss for the period

0

0

0

(31,515)

0

(31,515)

5.07

Closing balance

2,734,157

22,514

0

(133,534)

0

2,623,137

 

 

 

7

 


 

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

Quarterly information - 03/31/2011 – Gafisa S.A.

 

INDIVIDUAL STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM 01/01/2011 TO 03/31/2011 (in thousands of Brazilian reais)

 

CODE

DESCRIPTION

Capital Stock

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings/

accumulated deficit

Others comprehensive income

Total shareholders’ equity

5.01

Opening balance

2,729,198

294,148

547,404

0

0

3,570,750

5.03

Opening Adjusted balance

2,729,198

294,148

547,404

0

0

3,570,750

5.04

Capital transactions with shareholders

0

4,677

0

0

0

4,677

5.04.03

Stock options program

0

4,677

0

0

0

4,677

5.05

Comprehensive Income

0

0

0

(43,292)

0

(43,292)

5.05.01

Net Income/Loss for the period

0

0

0

(43,292)

0

(43,292)

5.07

Closing balance

2,729,198

298,825

547,404

(43,292)

0

3,532,135

 

8

 


 

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

Quarterly information - 03/31/2011 – Gafisa S.A.

 

 

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

 

 

CODE

DESCRIPTION

ACTUAL QUARTER

3/31/2012

PRIOR YEAR QUARTER

3/31/2011

7.01

Revenues

355,045

257,894

7.01.01

Real estate development, sale and services

357,160

257,894

7.01.04

Allowance for doubtful accounts

(2,115)

0

7.02

Inputs acquired from third parties

(259,836)

(197,688)

7.02.01

Cost of Sales and/or Services

(222,595)

(186,725)

7.02.02

Materials, energy, outsourced labor and other

(37,241)

(10,963)

7.03

Gross added value

95,209

60,206

7.04

Retentions

(11,468)

(7,550)

7.04.01

Depreciation, amortization and depletion

(11,468)

(7,550)

7.05

Net added value produced by the Company

83,741

52,656

7.06

Added value received on transfer

16,629

25,210

7.06.01

Equity accounts

12,458

14,069

7.06.02

Financial income

4,171

11,141

7.07

Total added value to be distributed

100,370

77,866

7.08

Added value distribution

100,370

77,866

7.08.01

Personnel and payroll charges

17,833

39,149

7.08.02

Taxes and contributions

47,534

27,681

7.08.03

Compensation – Interest

66,518

54,328

7.08.03.01

Interest

66,518

54,328

7.08.04

Compensation – Company capital

(31,515)

(43,292)

7.08.04.03

Retained losses

(31,515)

(43,292)

 

 

9

 


 

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

  Quarterly information - 03/31/2012 – Gafisa S.A.

 

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

 

CODE

DESCRIPTION

ACTUALL QUARTER

3/31/2012

PRIOR YEAR QUARTER

12/31/2011

1

Total Assets

9,367,678

9,506,624

1.01

Current Assets

7,010,840

7,314,358

1.01.01

Cash and cash equivalents

265,265

137.598

1.01.01.01

Cash and banks

227,907

86,628

1.01.01.02

Short-term investments

37,358

50,970

1.01.02

Short-term investments

681,873

846,062

1.01.02.01

Short-term investments

681,873

846,062

1.01.02.01.02

Short-term investments – held for sale

681,873

846,062

1.01.03

Accounts receivable

3,638,581

3,962,574

1.01.03.01

Trade accounts receivable

3,638,581

3,962,574

1.01.03.01.01

Receivables from clients of developments

3,623,383

3,951,170

1.01.03.01.02

Receivables from clients of construction and services rendered

15,198

11,404

1.01.04

Inventories

2,088,930

2,049,084

1.01.04.01

Properties for sale

2,088,930

2,049,084

1.01.07

Prepaid expenses expenses

74,712

73,532

1.01.07.01

Prepaid expenses and others

74,712

73,532

1.01.08

Other current assets

261,479

245,508

1.01.08.01

Non current assets for sale

93,188

93,188

1.01.08.01.01

Land available for sale

93,188

93,188

1.01.08.03

Others

168,291

152,320

1.01.08.03.01

Others accounts receivable and others

60,371

60,378

1.01.08.03.02

Derivative financial instruments

97,529

84,207

1.01.08.03.03

Receivables from related parties

10,391

7,735

1.02

Non Current assets

2,356,838

2,192,266

1.02.01

Non current assets

2,071,013

1,909,989

1.02.01.03

Accounts receivable

1,101,138

863,874

1.02.01.03.01

Receivables from clients of developments

1,101,138

863,874

1.02.01.04

Inventories

679,026

798,206

1.02.01.04.01

Properties for sale

679,026

798,206

1.02.01.09

Others non current assets

290,849

247,909

1.02.01.09.03

Others accounts receivable and others

179,368

143,850

1.02.01.09.04

Receivables from related parties

111,481

104,059

1.02.03

Property and equipment

55,103

52,793

1.02.03.01

Operation property and equipment

55,103

52,793

1.02.04

Intangible assets

230,722

229,484

1.02.04.01

Intangible assets

47,609

46,371

1.02.04.02

Goodwill

183,113

183,113

 

 

 

10

 


 

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

  Quarterly information - 03/31/2012 – Gafisa S.A.

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

3/31/2012

PRIOR YEAR QUARTER

12/31/2011

2

Total Liabilities

9,367,678

9,506,624

2.01

Current liabilities

2,860,737

4,815,939

2.01.01

Social and labor obligations

88,702

75,002

2.01.01.02

Labor obligations

88,702

75,002

2.01.01.02.01

Salaries and social charges

88,702

75,002

2.01.02

Suppliers

148,965

135,720

2.01.02.01

Local suppliers

148,965

135,720

2.01.03

Tax obligations

278,678

250,578

2.01.03.01

Federal tax obligations

278,678

250,578

2.01.04

Loans and financing

1,215,116

3,034,743

2.01.04.01

Loans and financing

866,539

1,135,543

2.01.04.01.01

In Local Currency

866,539

1,135,543

2.01.04.02

Debentures

348,577

1,899,200

2.01.05

Others obligations

1,094,365

1,285,021

2.1.05.01

Paybales to related parties

115,237

97,937

2.01.05.02

Others

979,128

1,187,084

2.01.05.02.02

Minimum mandatory dividends

11,559

11,774

2.01.05.02.04

Obligations for purchase of real estate and advances from customers

498,193

610,555

2.01.05.02.05

Payables to venture partners

160,981

219,796

2.01.05.02.06

Obligations with the assignment of receivables

237,699

274,214

2.01.05.02.07

Other obligations

70,696

70,745

2.01.06

Provisions

34,911

34,875

2.01.06.01

Tax, labor and civel lawsuits

34,911

34,875

2.01.06.01.01

Tax lawsuits

1,793

1,894

2.01.06.01.02

Labor lawsuits

14,318

14,968

2.01.06.01.04

Civel lawsuits

18,800

18,013

2.02

Non current liabilities

3,778,445

1,943,591

2.02.01

Loans and financing

2,689,240

721,067

2.02.01.01

Loans and financing

1,089,172

721,067

2.02.01.01.01

Loans and financing in local currency

1,089,172

721,067

2.02.01.02

Debentures

1,600,068

0

2.02.02

Other obligations

865,575

1,004,608

2.02.02.02

Others

865,575

1,004,608

2.02.02.02.03

Obligations for purchase of real estate and advances from customers

127,667

177,135

2.02.02.02.04

Other obligations

188,864

142,857

2.02.02.02.05

Payables to venture partners

203,293

253,390

2.02.02.02.06

Obligations with the assignment of receivables

345,751

431,226

2.02.03

Deferred taxes

89,321

83,002

2.02.03.01

Deferred income tax and social contribution

89,321

83,002

2.02.04

Provisions

134,309

134,914

2.02.04.01

Tax, labor and civel lawsuits

134,309

134,914

2.02.04.01.01

Tax lawsuits

13,858

13,958

2.02.04.01.02

Labor lawsuits

26,790

24,792

2.02.04.01.04

Civel lawsuits

93,661

96,164

2.03

Equity

2,728,496

2,747,094

2.03.01

Capital

2,734,157

2,734,157

2.03.02

Capital Reserves

24,245

18,066

2.03.02.04

Granted options

95,462

89,283

2.03.02.07

Reserve for expenditures with public offering

(71,217)

(71,217)

2.03.04

Reserves

(1,731)

(1,731)

2.03.04.09

Treasury shares

(1,731)

(1,731)

2.03.05

Retained earnings/accumulated losses

(133,534)

(102,019)

2.03.09

Non-controlling interest

105,359

98,621

 

11

 


 

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

  Quarterly information - 03/31/2012 – Gafisa S.A.

 

 

CONSOLIDATED STATEMENT OF OPERATIONS (in thousands of Brazilian Reais)

 

CODE

DESCRIPTION

ACTUAL QUARTER

1/1/2012 to 3/31/2012

PRIOR YEAR QUARTER

1/1/2011 to 3/31/2011

3.01

Gross Sales and/or Services

927,833

730,748

3.01.01

Real estate development and sales and construction services rendered

1,004,299

783,829

3.01.03

Taxes on sales and services

(76,466)

(53,081)

3.02

Cost of sales and/or services

(726,254)

(615,588)

3.02.01

Cost of real estate development

(726,254)

(615,588)

3.03

Gross profit

201,579

115,160

3.04

Operating expenses/income

(164,168)

(139,472)

3.04.01

Selling expenses

(58,486)

(59,807)

3.04.02

General and administrative

(78,984)

(56,307)

3.04.05

Other operating expenses

(26,638)

(23,358)

3.04.05.01

Depreciation and amortization

(18,333)

(12,365)

3.04.05.02

Other operating expenses

(8,305)

(10,993)

3.05

Income before financial results and income taxes

37,471

(24,312)

3.06

Financial

(42,175)

(30,998)

3.06.01

Financial income

19,689

24,664

3.06.02

Financial expenses

(61,864)

(55,662)

3.07

Income before income taxes 

(4,704)

(55,310)

3.08

Income and social contribution taxes

(20,139)

18,858

3.08.01

Current

(13,820)

(8,150)

3.08.02

Deferred

(6,319)

27,008

3.09

Loss from continuing operation

(24,843)

(36,452)

3.11

Loss for the period

(24,843)

(36,452)

3.11.01

Loss attributable to the Company

(31,515)

(43,292)

3.11.02

Net income attributable to non-controlling interests

6,672

6,840

3.99

LOSS PER SHARE (Reais)

 

 

3.99.01

BASIC LOSS PER SHARE

 

 

3.99.01.01

ON

(0.07290)

(0.10030)

 

 

 

 

 

 

 

12

 


 

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

  Quarterly information - 03/31/2012 – Gafisa S.A.

 

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

 

 

CODE

DESCRIPTION

ACTUAL QUARTER

1/1/2012 to 3/31/2012

PRIOR YEAR QUARTER

1/1/2011 to 3/31/2011

4.01

Loss for the period

(24,843)

(36,452)

4.03

Consolidated comprehensive loss for the period

(24,843)

(36,452)

4.03.01

Loss attributable to Gafisa

(31,515)

(43,292)

4.03.02

Net income (loss) attributable to the noncontrolling interests

6,672

6,840

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13

 


 

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

  Quarterly information - 03/31/2012 – Gafisa S.A.

 

 

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

 

CODE

DESCRIPTION

ACTUAL QUARTER

3/31/2012

PRIOR YEAR QUARTER

3/31/2011

6.01

Net cash from operating activities

57,618

(180,703)

6.01.01

Cash generated in the operations

79,366

35,541

6.01.01.01

Loss before taxes

(4,704)

(55,311)

6.01.01.02

Stock options expenses

6,513

3,363

6.01.01.03

Unrealized interest and finance charges, net

29,466

55,662

6.01.01.04

Depreciation and amortization

18,333

12,365

6.01.01.05

Write-off of property and equipment, net

5,622

0

6.01.01.06

Provision for legal claims

8,592

8,484

6.01.01.07

Warranty provision

1,015

2,460

6.01.01.08

Provision for profit sharing

13,327

2,133

6.01.01.9

Allowance for doubtful accounts

(2,965)

6,385

6.01.01.10

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

(4,282)

0

6.01.01.11

Provision for penalties due to delay in construction works

11,186

0

6.01.01.12

Derivatives financial instruments

(2,737)

0

6.01.02

Variation in Assets and Liabilities

(21,748)

(216,244)

6.01.02.01

Trade accounts receivable

89,693

82,390

6.01.02.02

Properties for sale

83,617

(298,871)

6.01.02.03

Other Receivables

25,025

(4,219)

6.01.02.04

Transactions with related parties

3,978

(31,574)

6.01.02.05

Prepaid expenses

(1,180)

(7,892)

6.01.02.06

Suppliers

13,245

(12,018)

6.01.02.07

Obligations for purchase of real estate and adv. from customers

(161,830)

28,323

6.01.02.08

Taxes and contributions

28,100

(30,103)

6.01.02.09

Salaries and payable charges

373

10,611

6.01.02.10

Other obligations

(88,950)

56,371

6.01.02.11

Income tax and social contribution paid

(13,819)

(9,262)

6.02

Net cash from investments activities

136,972

232,219

6.02.01

Purchase of property and equipment and intangible assets

(27,217)

(14,270)

6.02.02

Redemption of short-term investments

3,207,922

1,134,692

6.02.03

Short-term investments

(3,043,733)

(888,203)

6.03

Net cash from financing activities

(66,923)

(79,198)

6.03.01

Capital increase

0

1,589

6.03.02

Loans and financing obtained  

240,556

117,922

6.03.03

Payment of loans and financing

(121,477)

(184,342)

6.03.04

Assignment of credits receivable, net

(85,411)

8,150

6.03.05

Proceeds from subscription of redeemable equity interest in securitization fund

15,743

(2,872)

6.03.06

Payables to venture partners

(108,912)

(18,969)

6.03.07

Loans with related parties

(7,422)

(676)

6.05

Net increase (decrease) of cash and cash equivalents

127,667

(27,682)

6.05.01

Cash and cash equivalents at the beginning of the period

137,598

256,382

6.05.02

Cash and cash equivalents at the end of the period

265,265

228,700

 

 

 

14

 


 

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

  Quarterly information - 03/31/2012 – Gafisa S.A.

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 01/01/2012 TO 03/31/2012 (in thousands of Brazilian reais)

 

 

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings/

accumulated losses

Others comprehensive income

Total shareholders’ equity

Non controlling interest

Total equity

consolidated

5.01

Opening balance

2,734,157

16,335

0

(102,019)

0

2,648,473

98,621

2,747,094

5.03

Opening adjusted balance

2,734,157

16,335

0

(102,019)

0

2,648,473

98,621

2,747,094

5.04

Capital transactions with shareholders

0

6,179

0

0

0

6,179

67

6,246

5.04.03

Stock options program

0

6,179

0

0

0

6,179

67

6,246

5.05

Total of comprehensive loss

0

0

0

(31,515)

0

(31,515)

6,672

(24,843)

5.05.01

Loss for the period

0

0

0

(31,515)

0

(31,515)

6,672

(24,843)

5.07

Closing balance

2,734,157

22,514

0

(133,534)

0

2,623,137

105,360

2,728,497

 

 

 

 

15

 


 

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

  Quarterly information - 03/31/2012 – Gafisa S.A.

 

CONSOLIDATED  STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM 01/01/2011 TO 03/31/2011 (in thousands of Brazilian reais)

 

CODE

DESCRIPTION

Capital Stock

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings/

accumulated deficit

Others comprehensive income

Total shareholders’ equity

Non controlling interest

Total shareholders’ equity

consolidated

5.01

Opening balance

2,729,198

294,148

547,404

0

0

3.570.750

61,422

3,632,172

5.03

Opening Adjusted balance

2,729,198

294,148

547,404

0

0

3.570.750

61,422

3,632,172

5.04

Capital transactions with shareholders

0

4,677

0

0

0

4,677

63

4,740

5.04.03

Stock options program

0

4,677

0

0

0

4,677

63

4,740

5.05

Comprehensive Income

0

0

0

(43,292)

0

(43,292)

6,840

(36,452)

5.05.01

Net Income/Loss for the period

0

0

0

(43,292)

0

(43,292)

6,840

(36,452)

5.06

Internal changes in Shareholders’ Equity

0

0

0

0

0

0

231

231

5.06.04

Non controlling interests in subsidiaries SPEs

0

0

0

0

0

0

231

231

5.07

Closing balance

2,729,198

298,825

547,404

(43,292)

0

3,532,135

68,556

3,600,691

 

 

 

 

16

 


 

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

  Quarterly information - 03/31/2012 – Gafisa S.A.

 

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

 

 

CODE

DESCRIPTION

ACTUAL QUARTER

3/31/2012

PRIOR YEAR QUARTER

3/31/2011

7.01

Revenues

1,004,299

783,829

7.01.01

Real estate development, sale and services

1,001,334

790,214

7.01.04

Allowance for doubtful accounts

2,965

(6,385)

7.02

Inputs acquired from third parties

(807,297)

(644,088)

7.02.01

Cost of sales and/or services

(683,385)

(578,407)

7.02.02

Materials, energy, outsourced labor and other

(123,912)

(65,681)

7.03

Gross added value

197,002

139,741

7.04

Retentions

(18,333)

(12,365)

7.04.01

Depreciation, amortization and depletion

(18,333)

(12,365)

7.05

Net added value produced by the Company

178,669

127,376

7.06

Added value received on transfer

19,689

24,664

7.06.02

Financial income

19,689

24,664

7.07

Total added value to be distributed

198,358

152,040

7.08

Added value distribution

198,358

152,040

7.08.01

Personnel and payroll charges

26,059

59,104

7.08.02

Taxes and contributions

99,081

43,385

7.08.03

Compensation – Interest

104,733

92,843

7.08.03.01

Interest

104,733

92,843

7.08.04

Compensation – Company capital

(31,515)

(43,292)

7.08.04.03

Retained losses

(31,515)

(43,292)

 

17

 


 

 


 

GAFISA REPORTS RESULTS FOR 1Q12

--- Gafisa Group delivered 6.165 units in 1Q12, double the number delivered during 1Q11 ---

--- Launches totaled R$463.7 million, with contracted sales of R$408.2 million ---

--- Consolidated sales velocity of 10.4%, or 16.1% ex-Tenda ---

--- Cash burn was R$76 million in the 1Q12 ---

--- 1/3 Tenda units returned to inventory in 4Q11 resold to qualified customers ---

 

IR Contact

Luciana Doria Wilson
Diego Santos Rosas
Stella Hae Young Hong
Email: ri@gafisa.com.br

IR Website:
www.gafisa.com.br/ir

1Q12 Earnings Results
Conference Call

May 9, 2012

> 8am US EST
In English (simultaneous translation from Portuguese)
+ 1-516-3001066 US EST
Code: Gafisa

>  9am Brasilia Time
In Portuguese
Phones:
+55-11-3127-4971 (Brazil)
Code: Gafisa

Reply:

+55-11-3127-4999 (EUA)
Code: 10714688
+55-11-3127-4999 (Brazil)
Code: 18872753
Webcast: www.gafisa.com.br/ir
Shares
GFSA3– Bovespa
GFA – NYSE
Total Outstanding Shares:    
432,699,5591

Average daily trading volume (90 days2): R$100.2 million
1)      Including 599,486 treasury shares

2)      Up to March 30, 2011

FOR IMMEDIATE RELEASE - São Paulo, May 8, 2012 – Gafisa S.A. (Bovespa: GFSA3; NYSE: GFA), Brazil’s leading diversified national homebuilder, today reported audited financial results for the ended March 31, 2012.

Duilio Calciolari, Chief Executive Officer, said: “During the first quarter of 2012 we focused on implementing the new strategy for the Company which: (i) established dedicated operating structures by brand; (ii) reducing risk at Tenda; (iii) expanding the contribution of AlphaVille´s developments in our product mix and; (iv) refocusing the Gafisa brand on its core markets of São Paulo and Rio de Janeiro. We are making progress in achieving our operating cash flow guidance of R$500- R$700 million for 2012 with strong unit deliveries of 6.165, sales of inventory and positive cash flow generation at Tenda for the month of March.

Gafisa continues to witness demand throughout Brazil for the middle and middle to high income products represented by the Gafisa and AlphaVille brands, which sold over R$498.7 million during the quarter, with a consolidated sales velocity of launches of 48%. With the implementation of a narrowed geographic focus, Sao Paulo accounted for 100% of the R$214.7 million launches for the Gafisa segment in the 1Q12 and all of the AlphaVille projects of R$249.0 million launched in the same period were outside of Sao Paulo and Rio de Janeiro.”

“Planning is being realigned to get 'back to the basics', which means focusing squarely on obtaining and maintaining operational consistency.”

FINANCIAL RESULTS

      Net revenue for the first quarter of 2012, recognized by the Percentage of Completion (“PoC”) method, increased 27% to R$928 million on a year-over-year basis.

     Gross profit gained 75% year-over-year to R$201.6 million, as a result of lower level revenue reversal, without the impact of budget cost adjustments as compared to the same period of previous year. Gross margin reached 22%, as it is still impacted by a higher contribution of lower margin projects under construction, whose sale and delivery we expect to conclude within the next fifteen months.

       EBITDA was R$105 million, 267.8% above the R$29 million posted during the first quarter of 2011. EBITDA for Gafisa and AlphaVille totaled R$82 million and R$40 million, respectively, while the EBITDA for Tenda was negative R$17 million. Higher volume of EBITDA YoY was a result of improved sales performance of inventories. EBITDA Margin reached 11.3% and ex-Tenda 20%, well above the 4% and 14%, respectively posted in the previous year.

      The 1Q12 net loss was R$31.5 million compared with R$13.7 million in1Q11. The 1Q12 loss was a result of revenue reverals related to R$340 million worth of contract dissolutions related to units at the low-income business, coupled with recognition of projects with lower margins as a result of the budget review announced in the previous quarter.

      At the end of March 31, 2012, the Company had approximately R$947 million in cash and cash equivalents compared to R$984 million at the end of 4Q11. The net debt to equity ratio reached 122% in the first quarter of 2012, from 118% in the 4Q11.

 

19

 


 

OPERATING RESULTS

      Project launches totaled R$464 million in 1Q12, a 10% decrease compared with 1Q11. The change reflects the restriction of Tenda launches to those that can be immediately transferred to financial institutions. The Gafisa and AlphaVille segments represented 46% and 54% of total launches, respectively.

      Consolidated pre-sales totaled R$408.2 million in the first quarter, a 50% decrease compared to 1Q11. Sales from inventory represented 45% of the 1Q12 total, while units launched during the same year accounted for the remaining 55%. First quarter sales velocity of launches reached 10.4%, or 16.1% ex-Tenda.

      The Group delivered 34 projects encompassing 6,165 units with a potential sales value of R$1.1 billion during 1Q12.

 

 

 

20 

 

 


 

INDEX   
Recent Events  05 
Gafisa Group Key Numbers  06 
Consolidated Numbers For the Gafisa Group  07 

Gafisa Segment 

08 

AlphaVille Segment 

10 

Tenda Segment 

11 
Income Statement  13 

Revenues 

13 

Gross Profit 

13 

Selling, General and Administrative Expenses 

13 

EBITDA 

13 

Net Income 

14 

Backlog of Revenues and Results 

14 
Balance Sheet  15 

Cash and Cash Equivalents 

15 

Accounts Receivable 

15 

Inventory 

15 

Liquidity 

16 

Covenant Ratios 

16 
Outlook  17 
Appendix - Status of the Financial Completion of the Projects under Construction 18 
Group Gafisa Consolidated Income Statement  19 
Group Gafisa Consolidated Balance Sheet  20 
Cash Flow  21 
Glossary  22 

 

 

0 

 


 

 

RECENT EVENTS

 

Progress towards Operating Cash Flow Generation

Gafisa ended the first quarter with R$947 million in cash, which is similar to the balance at the end of 2011 after paying all obligations. In the 1Q12, preliminary consolidated cash burn was R$76 million Excluding the accrual of Gafisa debt of R$90 million in the 1T02, we should have a cash generation instead of a consumption. Our operational consolidated cash flow was neutral in the 1Q12 and in March, Tenda achieved positive operating cash flow.

Chart 1. Cash Consumption (3Q10 – 1Q12)

 

 

Updated Status of the Results by Brand

Gafisa is delivering results reflected the new turnaround strategy:

Gafisa: (1) We are delivering our lower margin projects. Higher concentration projects launched in New Markets that should be finished this year. (2) Improved sales performance related to inventory.

Tenda: (1) Since June the number of units contracted by financial institutions has accelerated, which in part reflects the addition of a new CEF unit dedicated to major homebuilders. (2) In the first quarter, Tenda transferred 2793 units to financial institutions or 23% of the mid-range of guidance provided for the full year of 10.000–14.000 customers. (3) In March, Tenda achieved positive operating cash flow.  

AlphaVille: (1) Continues to launch high demand developments - two projects (Juiz de Fora and Sergipe) were launched in March with sales of 62% in just the final month of the quarter. (2) The results underscore the growing share of AlphaVille in the product mix. The brand accounted for 54 percent share of first-quarter consolidated launches, up from a 35 percent a year ago.

Record delivery units

In the first quarter of 2012, the Company also presented record delivery units. Gafisa delivered 34 projects encompassing 6,165 units, double the 3,060 delivered during 1Q11, with a potential sales value of R$1.1 billion during the first quarter. In March, the Gafisa Group achieved record unit deliveries of 3,338 units.

Chart 2. Delivered units (2007 – 1Q12)

 

 

 

22

 


 

 


KEY  NUMBERS  FOR  THE  GAFISA  GROUP 

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

1Q12

4Q11

QoQ(%)

1Q11

YoY(%)

Launches (%Gafisa)

463.740

582.247

-20%

512.606

-10%

Launches (100%)

568.046

719.973

-21%

594.214

-4%

Launches, units (%Gafisa)

1.283

1.256

2%

2.254

-43%

Launches, units (100%)

1.667

1.627

2%

2.736

-39%

Contracted sales (%Gafisa)

408.237

338.415

21%

822.220

-50%

Contracted sales (100%)

507.213

46.043

1002%

935.722

-46%

Contracted sales, units (% Gafisa)

501

-605

-183%

3.361

-85%

Contracted sales, units (100%)

899

-266

-438%

3.945

-77%

Contracted sales from Launches (%co)

222.944

381.140

-42%

296.317

-25%

Sales Velocity over launches (VSO) %

48,1%

49,0%

-89bps

57,8%

-973bps

Completed Projects (%Gafisa)

1.106.806

1.322.766

-16%

524.942

111%

Completed Projects, units (%Gafisa)

6.165

6.544

-6%

3.060

101%

 

 

 

 

 

 

Consolidated Land bank (R$) 

16.759.355

17.605.092

-5%

18.063.289

-7%

Potential Units

83.124

86.247

-4%

90.712

-8%

Number of Projects / Phases

154

156

-1%

183

-16%

 

 

 

 

 

 

Net revenues

927.833

93.316

894,3%

730.748

27,0%

Gross profit

201.579

-438.396

ns

115.160

75%

Gross margin

21,7%

-469,8%

ns

15,8%

597bps

Adjusted Gross Margin ¹

26,8%

ns

ns

20,9%

813 bps

Adjusted EBITDA ²

105.187

-798.184

ns

28.597

268%

Adjusted EBITDA margin ²

11,3%

ns

ns

3,9%

742 bps

Adjusted Net (loss) profit ²

-18.330

-1.010.989

ns

-33.089

ns

Adjusted Net margin ²

-3,4%

ns

ns

3,3%

ns

Net (loss) profit

-31.515

-1.029.904

ns

-43.292

ns

EPS (loss) (R$)

-0,0729

-2,3802

ns

-0,1003

ns

Number of shares ('000 final)

432.699

432.699

0%

431.384

0%

 

 

 

 

 

 

Revenues to be recognized

4.238.385

4.515.112

-6,1%

4.061.932

-4%

Results to be recognized ³

1.514.940

1.558.830

-2,8%

1.585.306

5%

REF margin ³

35,7%

34,5%

122bps

39,0%

-329bps

 

 

 

 

 

 

Net debt and investor obligations

3.321.491

3.245.334

2%

2.741.682

21%

Cash and cash equivalent

947.138

983.660

-4%

926.977

2%

Equity

2.623.137

2.648.473

-1%

3.532.135

-26%

Equity + Minority shareholders

2.728.495

2.747.094

-1%

3.600.691

-24%

Total assets

9.367.678

9.506.624

-1%

9.093.244

3%

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

122%

118%

360 bps

76%

4559 bps

Note: Unaudited Finatial 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

           

Nm = not meaningful

23

 


 

 

 

CONSOLIDATED  DATA  FOR  THE  GAFISA  GROUP    

 

Consolidated Launches

First-quarter 2012 launches totaled R$464 million, a 10% decrease compared to 1Q11, as the Group halted Tenda launches to focus on execution and delivery. The result represents 15% of the mid-range of full-year launch guidance of R$2.7 to R$3.3 billion and is in line with seasonally lower launches in the first quarter.

 

Four projects/phases were launched across 3 states in the first quarter, with AlphaVille accounting for 54% of launches and Gafisa the remaining 46%.

 

Consolidated Pre-Sales

First-quarter 2012 consolidated pre-sales totaled R$408.2 million, a 50% decrease compared to 1Q11. Sales from launches represented 55% of the total, while sales from inventory comprised the remaining 45%. Consolidated sales over supply reached 10.4%, compared to 21.4% in 1Q11, reflecting fewer launches to pursue remedial actions at Tenda. Excluding the Tenda brand, first-quarter sales over supply was 16.1%, compared to 17.7% in 4Q11 and 21.6% in 1Q11. The consolidated sales speed of launches reached 48.1%.

Table 2. Consolidated Launches and Pre-Sales (R$ million)

Launches

1Q12

4Q11

QoQ

1Q11

YoY

Gafisa Segment

214.690

340.645

-37%

228.303

-6%

Alphaville Segment

249.050

344.786

-28%

181.915

37%

Tenda Segment

-

(103.183)

ns

102.389

ns

Total

463.740

582.248

-20%

512.607

-10%

           

Pre-sales

1Q12

4Q11

QoQ

1Q11

YoY

Gafisa Segment

316.702

312.867

1%

423.512

-25%

Alphaville Segment

181.978

244.307

-26%

170.919

6%

Tenda Segment

(90.443)

(218.759)

ns

227.789

-140%

Total

408.237

338.415

21%

822.220

-50%

 

Results by Brand

Table 3. Main Operational & Financial Numbers - Contribution by Brand

 

Gafisa (A)

Alphaville (B)

Total (A) + (B)

Tenda (C)

Total (A) + (B) + C)

Deliveries (PSV R$mn)

699.715

121.993

821.708

285.099

1.106.807

Deliveries (% contribution)

51%

9%

ns

40%

100%

Deliveries (units)

2.715

994

3.709

2.456

6.165

Launches (R$mn)

214.690

249.050

463.740

-

463.740

Launches (% contribution)

46%

54%

100%

0%

100%

Launches (units)

410

873

1.283

-

1.283

Pre-sales

316.702

181.978

498.680

-90.443

408.237

Pre-Sales (% contribution)

78%

45%

122%

-22%

100%

Revenues

487.579

123.870

611.449

316.384

927.833

Revenues (% contribution)

58%

15%

73%

28%

100%

Gross Profit (R$mn)

113.010

59.980

172.990

28.589

201.579

Gross Margin (%)

23%

48%

28%

9%

22%

EBITDA (R$mn)

81.775

40.270

122.045

-16.858

105.187

Margin EBITDA (%)

17%

33%

20%

-5%

11%

EBITDA (% contribution)

78%

38%

ns

-16%

100%

 

24

 


 

GAFISA SEGMENT 

  

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

 

Gafisa Segment Launches

 

First-quarter launches were stable at R$214.7 million and included 2 projects/phases across 1 state. São Paulo accounted for 100% of launches. First quarter sales velocity of Gafisa’s launches reached 13.9%, compared to 19.7% in 1Q11.

 

Note: Sales velocity refers to pre-sales  over the corresponding period . Neste In this calculation, we consider the stock adjusted to reflect the correct price.

Table 4. Launches by Market Region Gafisa Segment (R$ million)

%Gafisa - R$000

 

1Q12

4Q11

QoQ (%)

1Q11

YoY (%)

Gafisa

São Paulo

214.690

340.645

-37%

157.779

36%

 

Rio de Janeiro

-

-

0%

70.523

-100%

 

Other

-

-

0%

-

0%

 

Total

214.690

340.645

-37%

228.302

-6%

 

Units

410

1012

-59%

755

-46%

 

Table 5. Launches by unit price Gafisa Segment (R$ million)

%Gafisa - R$000

 

1Q12

4Q11

QoQ(%)

1Q11

YoY (%)

Gafisa

≤R$500K

62.099

297.711

-79%

115.359

-46%

 

>R$500K

152.591

42.933

255%

112.943

35%

 

Total

214.690

340.645

-37%

228.302

-6%

 

Gafisa Segment Pre-Sales

 

First quarter sales totaled R$316.7 billion, a 25% decrease compared to the previous year. Sales from inventory represented 21% of the 1Q12 total, while the remaining 79% came from units launched during the same year. The sales velocity of launches in 1Q12 decreased to 13.9%, as compared to a rate of 19.4% the previous year.

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

 

Table 6. Pre-Sales by Market Region Gafisa Segment (R$ million)

%co - R$000

 

1Q12

4Q11

QoQ(%)

1Q11

YoY (%)

Gafisa

São Paulo

243.782

231.516

5%

328.520

-26%

 

Rio de Janeiro

54.431

76.320

-29%

58.943

-8%

 

Other

18.489

5.031

268%

36.049

-49%

 

Total

316.702

312.867

1%

423.512

-25%

 

Units

647

722

-10%

910

-29%

 

Table 7. Pre-Sales by unit Price Gafisa Segment (R$ million)

%co - R$000

 

1Q12

4Q11

QoQ(%)

1Q11

YoY (%)

Gafisa

≤ R$500K

146.342

179.143

-18%

187.426

-22%

 

> R$500K

170.360

133.724

27%

236.087

-28%

 

Total

316.702

312.867

1%

423.512

-25%

 

Table 8. Pre-Sales by unit Price Gafisa Segment (# units)

%co - R$000

 

1Q12

4Q11

QoQ(%)

1Q11

YoY (%)

Gafisa

≤ R$500K

476

551

-14%

608

-22%

 

> R$500K

171

171

0%

301

-43%

 

Total

647

722

-10%

910

-29%

 

25

 


 

 

 

Gafisa Segment Delivered Projects

Gafisa delivered 18 projects with 2,715 units and an approximate PSV of R$699.7 million during 1Q12. The tables below list the products delivered in 1Q12:

Table 9- Delivered projects Gafisa Segment (1Q12)

 

 

 

 

 

Company

Project

Delivery

Launch

Local

% co

Units

PSV R$000

Gafisa

VNSJ Metropolitan

Jan-12

2009

São José - SP

100%

96

30.028

Gafisa

VNSJ Vitoria e Lafayette

Jan-12

2008

São José - SP

100%

192

57.518

Gafisa

Mansão Imperial F2

Jan-12

2010

São Bernardo do Campo - SP

100%

100

62.655

Gafisa

Reserva das Laranjeiras

Jan-12

2008

Rio de Janeiro - RJ

100%

108

61.818

Gafisa

Alegria F2 A

Feb-12

2010

Guarulhos - SP

100%

139

43.750

Gafisa

Paulista Corporate

Feb-12

2009

São Paulo - SP

100%

168

72.213

Gafisa

Neogarden

Feb-12

2008

Curitiba - PR

100%

144

40.427

Gafisa

Reserva Santa Cecília

Feb-12

2007

Volta Redonda - RJ

100%

122

23.835

Gafisa

JTR – Comercial

Feb-12

2007

Maceió - AL

50%

193

11.911

Gafisa

Parc Paradiso

Feb-12

2007

(Belém - PA)

90%

432

58.754

Gafisa

Supremo Ipiranga

Mar-12

2009

São Paulo - SP

100%

104

54.860

Gafisa

GPARK Árvores

Mar-12

2007

São Luis - MA

50%

240

29.978

Gafisa

Parque Barueri Fase 1

Mar-12

2008

Barueri - SP

100%

677

151.968

Gafisa

 

 

 

 

 

2.715

699.715

 

Projects launched Gafisa Segment

The following table displays Gafisa Segment projects launched during 1Q12:

Table 10 - Projects launched during Gafisa Segment (1Q12)

Projects

Launch Date

Local

% co

Units
(%co)

PSV
(%co)

% sales
31/03/12

Sales
31/03/12

1Q12

 

 

 

 

 

 

 

Duquesa - Lorian Qd2B

March

Osasco - SP

100%

130

152.591

29%

44.288

Maraville (Ana Maria Lote A)

March

Jundiaí - SP

100%

280

62.099

38%

23.575

Gafisa Total

 

 

 

410

214.690

32%

67.863

               

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

 

Table 11 –Land Bank Gafisa Segment – as of 1Q12

 

PSV - R$million
(%Gafisa)

%Swap
Total

%Swap
Units

%Swap
Financial

Potential units
(%co)

Potential units
(100%)

São Paulo

3.773.500

33%

32%

1%

7.871

9.011

Rio de Janeiro

1.153.386

46,84%

46,84%

0,00%

1.821

1.839

Total

4.926.886

36,23%

35,47%

0,76%

9.700

10.849

 

 

Table 12 –Adjusted EBITDA (R$000)

(R$'000) Consolidated

1Q12

4Q11

QoQ

1Q11

YoY

Net profit

-22.411

-364.326

-94%

-44.065

+49%

(+) Financial result

34.444

39.846

-14%

26.035

32%

(+) Income taxes

13.370

66.522

-80%

-1.523

nm

(+) Depreciation and Amortization

15.264

20.223

-25%

8.381

82%

(+) Capitalized interest

35.052

23.433

50%

32.406

8%

(+) Stock option plan expenses

6.034

3.486

73%

2.536

138%

(+) Minority shareholders

22

-622

-104%

100

-78%

Adjusted EBITDA

81.775

-211.438

-139%

23.869

243%

Net revenues

487.579

367.551

33%

383.092

27%

Adjusted EBITDA margin

17%

-58%

7430 bps

6%

1054 bps

 

26

 


 

 

ALPHAVILLE SEGMENT 

  

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

 

AlphaVille Segment Launches

 

First-quarter launches totaled R$249.0 million, a 37% increase compared with 1Q11, and included 2 projects/phases across 2 states. The results reflect the growing share of AlphaVille in the product mix. The brand accounted for a 54 percent share of first-quarter consolidated launches, up from 35 percent a year ago.

Table 13 - Launches by Market Region AlphaVille Segment (R$ million)

%co - R$000

 

1Q12

4Q11

QoQ(%)

1Q11

YoY (%)

  AlphaVille

 

 

 

 

 

 

 

Total

249.050

344.786

-28%

181.914

37%

 

Units

873

1.061

-18%

849

3%

 

Table 14 - Launches by unit price AlphaVille Segment - (R$ million)

%co - R$000

 

1Q12

4Q11

QoQ (%)

1Q11

YoY (%)

Alphaville

≤ R$200K;

-

13.721

-100%

62.260

-100%

 

> R$200K; ≤ R$500K

249.050

331.065

-25%

119.654

108%

 

> R$500K

-

-

0%

-

0%

 

Total

249.050

344.786

-28%

181.914

37%

 

AlphaVille Pre-Sales

 

First quarter pre-sales reached R$181.9 million, a 6% increase compared to 1Q11. The residential lots segment’s share of consolidated pre-sales increased to 45% from 25% in 1Q11. In 1Q12, sales velocity (sales over supply) was 22.2%, compared to 28.1% in 1Q11. First-quarter sales velocity from launches was 63.2%. Sales from launches represented 85% of total sales, while the remaining 15% came from inventory.

Projects demonstrating above average sales velocities include AlphaVille Sergipe, which was launched in March and achieved sales exceeding 65% in the first quarter, and AlphaVille Juiz de Fora, which was launched in February and achieved more than 55% sales in the same period.

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

 

Table 15 - Pre-Sales by Market Region AlphaVille Segment - (R$ million)

%co - R$000

 

1Q12

4Q11

QoQ(%)

1Q11

YoY (%)

 AlphaVille

 

 

 

 

 

 

 

Total

181.978

244.307

-26%

170.919

6%

 

Units

761

837

-9%

896

-15%

 

Table 16. Pre-Sales by unit Price AlphaVille Segment (R$ million

%Alphaville R$000

 

1Q12

4Q11

QoQ (%)

1Q11

YoY (%)

Alphaville

= R$200K;

6.155

25.481

-76%

92.297

-93%

 

> R$200K; = R$500K

186.379

170.394

9%

78.622

137%

 

> R$500K

-10.556

48.432

-122%

-

0%

 

Total

181.978

244.307

-26%

170.919

6%

 

Table 17. Pre-Sales by unit Price AlphaVille Segment (# units)

%Alphaville R$000

 

1Q12

4Q11

QoQ (%)

1Q11

YoY (%

Alphaville

= R$200K;

47

178

-73%

570

-92%

 

> R$200K; = R$500K

737

648

14%

236

126%

 

> R$500K

-23

10

-332%

-

0%

 

Total

761

837

-9%

896

-15%

 

27

 


 

 

AlphaVille Segment Delivered Projects

AlphaVille delivered 3 projects with 994 units and an approximate PSV of R$122 million during 1Q12. The delivery date is based on the “delivery meeting” that takes place with customers, and not upon the physical completion, which is prior to the delivery meeting. The tables below list the products delivered in 1Q12:

 

Table 18 - Delivered projects (1Q12) - AlphaVille Segment

Company

Project

Delivery

Launch

Local

% co

Units

PSV R$000

Alphaville

Terras Alpha Petrolina I

jan/12

Dec-10

Petrolina/PE

75%

366

47.424

Alphaville

Terras Alpha Petrolina II

jan/12

Sep-11

Petrolina/PE

76%

286

41.499

Alphaville

Terras Alpha Foz do Iguaçu 2

mar/12

Dec-10

Foz do Iguaçu/PR

74%

342

33.069

Alphaville

 

 

 

 

 

994

121.993

 

Table 19 –-Projects Launched (1Q12) - AlphaVille Segment

Project

Date

Local

% co

Units(%co)

PSV (%co)

%

Sales

1Q12

 

 

 

 

 

 

 

Alphaville Juiz de Fora

Feb

Juiz de Fora - MG

65%

364

114.916

57%

65.142

Alphaville Sergipe

Mar

Sergipe - SE

74%

509

134.134

67%

89.939

Alplaville Total

 

 

 

873

249.050

62%

155.081

 

Table 20 –Land Bank AlphaVille Segment as of 1Q12

 

PSV - R$million
(%co )

%Swap
Total

%Swap
Units

%Swap
Financial

Potential units
(%co)

Potential units
(100%)

São Paulo

1.322.431

99%

0%

99%

6.282

13.127

Rio de Janeiro

723.324

100%

0%

100%

3.984

8.266

Other

5.463.287

98%

0%

98%

25.693

40.601

Total

7.509.042

99%

0%

99%

35.959

61.994

 

 

Table 21 –Adjusted EBITDA AlphaVille Segment

(R$'000) Consolidated

1Q12

4Q11

QoQ

1Q11

YoY

Net profit

21.626

32.390

-33%

26.958

-20%

(+) Financial result

8.200

3.904

110%

7.206

14%

(+) Income taxes

1.737

13.365

-87%

2.828

-39%

(+) Depreciation and Amortization

542

533

2%

288

88%

(+) Capitalized interest

1.155

2.455

-53%

1.584

-27%

(+) Stock option plan expenses

334

456

-27%

274

22%

(+) Minority shareholders

6.676

14.709

-55%

6.740

-1%

Adjusted EBITDA

40.270

67.812

-41%

45.878

-12%

Net revenues

123.870

226.310

-45%

113.624

9%

Adjusted EBITDA margin

33%

30%

255 bps

40%

-787 bps

 

28

 


 

                                                                                                                                                                                           

TENDA SEGMENT                                 

  

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

 

Tenda Segment Launches

 

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

 

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

%Tenda - R$000

1Q12

4Q11

QoQ (%)

1Q11

YoY (%)

Tenda

São Paulo

-

-

0%

11.220

-100%

 

Rio de Janeiro

-

-

0%

-

0%

 

Minas Gerais

-

-103.183

-100%

19.926

-100%

 

Northeast

-

-

0%

-

0%

 

Others

-

-

0%

71.243

-100%

 

Total

-

-103.183

-100%

102.389

-100%

 

Units

-

-817

-100%

650

-100%

 

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

%Tenda - R$000

1Q12

4Q11

QoQ (%)

1Q11

YoY (%)

Tenda

≤ MCMV

-

-103183

-100%

56.011

-100%

 

> MCMV

-

-

0%

46.378

-100%

 

Total

-

-103.183

-100%

102.389

-100%

 

Tenda Segment Pre-Sales

In keeping with a necessary change in strategy, 1Q12 gross pre-sales were stable at R$248.7 million. First quarter net pre-sales in the low income segment were negative R$90.4 million, compared to negative R$216 million in 4Q11.  The difference reflects the dissolution of R$339.6 million in contracts with potential homeowners who no longer qualified for a bank mortgage due to a change in circumstance, such as lack of financial capacity, increased income, move to dual household income, cessation of employment etc. Consequently, units, which are on average more than 70% complete, will be returned to inventory and eligible for resale to qualified customers. We collected on average a down payment of 6% of the units that will be resold through financial institutions, where according to the PoC, the percentage of the incurred cost of a unit’s value is received upfront. Going forward, pre-sales recognition and the remuneration of Tenda sales force will be based on the ability to pass mortgages on to banks.

 

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

 

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

%Tenda - R$000

1Q12

4Q11

QoQ (%)

1Q11

YoY (%)

Tenda

São Paulo

-47.561

-18.585

156%

23.136

-306%

 

Rio de Janeiro

-190

-90.517

-100%

-3.919

-95%

 

Minas Gerais

-32.805

-79.683

-59%

65.291

-150%

 

Northeast

-20.629

-10.564

95%

40.850

-151%

 

Others

10.743

-19.411

-155%

102.431

-90%

 

Total

-90.443

-218.759

-59%

227.789

-140%

 

Units

-907

-2.163

-58%

1.555

-158%

 

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

%Tenda - R$000

1Q12

4Q11

QoQ (%)

1Q11

YoY (%)

Tenda

≤ MCMV

-96.759

-172.415

-44%

73.296

-232%

 

> MCMV

6.316

-46.344

-114%

154.493

-96%

 

Total

-90.443

-218.759

-59%

227.789

-140%

             

 

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

%Tenda - R$000

1Q12

4Q11

QoQ (%)

1Q11

YoY (%)

Tenda

≤ MCMV

-941

-1.800

-48%

619

-252%

 

> MCMV

35

-364

-110%

937

-96%

 

Total

-907

-2.163

-58%

1.555

-158%

 

29

 


 

 

Tenda Segment Delivered Projects

During 1Q12, consolidated Tenda delivered 18 projects/phases, 2,456 units and an approximate PSV of R$285.1 million. The tables below list the products delivered in 1Q12:

Table 27 - Delivered projects Tenda Segment (1Q12)

Company

Project

Delivery

Launch

Local

% co

Units

PSV R$

Tenda

Ferrara - F1

Feb-12

2007

Poá

100%

36

8.439

Tenda

Ferrara - F2

Feb-12

2007

Poá

100%

76

8.439

Tenda

Portal do Sol Life III (Bl 24 e 25)

Feb-12

2009

Belford Roxo

100%

64

5.950

Tenda

Portal do Sol Life IV (Bl 22 e 23)

Feb-12

2010

Belford Roxo

100%

64

5.971

Tenda

Alta Vista (Antigo Renata)

Mar-12

2008

São Paulo

100%

160

12.935

Tenda

Jardim São Luiz Life - F2 (Bloco 12)

Mar-12

2007

São Paulo

100%

20

2.149

Tenda

Reserva dos Pássaros - F1 (Bl 5)

Mar-12

2006

São Paulo

100%

66

37.084

Tenda

Parque Baviera Life - F1 (Bl 1 a 9)

Mar-12

2008

São Leopoldo

100%

180

37.763

Tenda

Vivendas do Sol I

Mar-12

2009

Porto Alegre

100%

200

14.000

Tenda

Portal do Sol Life V (Bl 19 a 21)

Mar-12

2010

Belford Roxo

100%

96

9.431

Tenda

Portal do Sol Life VI (Bl 17 e 18)

Mar-12

2010

Belford Roxo

100%

64

6.146

Tenda

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

Mar-12

2007

Feira de Santana

100%

241

22.725

Tenda

Quintas do Sol Ville II - F2 (Qd 2)

Mar-12

2008

Feira de Santana

100%

90

22.353

Tenda

Salvador Life II

Mar-12

2008

Salvador

100%

180

12.780

Tenda

Boa Vista

Mar-12

2008

Belo Horizonte

100%

38

3.838

Tenda

Maratá

Mar-12

2008

Goiânia

100%

400

27.200

Tenda

Reserva Campo Belo (Antigo Terra Nova II)

Mar-12

2007

Goiânia

100%

241

16.320

Tenda

GPARK Pássaros

Mar-12

2008

São Luis

50%

240

31.576

Total

 

 

 

 

 

2.456

285.099

 

 

Tenda Segment Operations

Since June, 2011 we have witnessed an acceleration in the number of units contracted by financial institutions, which is in part likely due to the addition of a new CEF unit dedicated to major homebuilders. This improvement resulted in the delivery of 2,336 units in 1Q12. Transferred units totaled 2,500 units during the first quarter. We expect the number of units transferred to increase throughout 2012.

Table 28 –Land Bank Tenda Segment (1Q12)

 

PSV - R$million
(% Tenda)

%Swap
Total

%Swap
Units

%Swap
Financial

Potential units
(%Gafisa)

Potential units
(100%)

São Paulo

2.134.723

31,0%

30,1%

0,96%

15.851

17.027

Rio de Janeiro

1.101.918

0,0%

0,0%

0,0%

12.764

12.764

Nordeste

417.868

21,0%

21,0%

0,0%

3.700

3.700

Minas Gerais

668.918

46,7%

21,9%

24,8%

5.151

5.303

Total

4.323.427

30,4%

24,2%

6,2%

37.466

38.793

 

 

Table 29 – Adjusted EBITDA Tenda

(R$'000) Consolidated

1Q12

4Q11

QoQ

1Q11

YoY

Net profit

(30.730)

(697.968)

-96%

(26.185)

17%

(+) Financial result

(469)

(1.832)

-74%

(2.243)

-79%

(+) Income taxes

5.032

35.368

-86%

(20.162)

-125%

(+) Depreciation and Amortization

2.527

5.699

-56%

3.697

-32%

(+) Capitalized interest

6.663

3.289

103%

3.191

109%

(+) Stock option plan expenses

145

553

-74%

553

-74%

(+) Non recurring expenses

-

-

0%

-

0%

(+) Minority shareholders

(26)

333

-108%

-

0%

Adjusted EBITDA

(16.858)

(654.558)

-97%

(41.150)

-59%

Net revenues

316.384

-500.545

-146%

234.032

-1%

Adjusted EBITDA margin

-5,3%

131%

-13803bps

-18%

1032 bps

 

 

30

 


 

 

INCOME  STATEMENT 

Revenues

On a consolidated basis, 1Q12 net revenues totaled R$928 million, a 27% increase from 1Q11. During 1Q12, the Gafisa brand accounted for 58% of net revenues, AlphaVille comprised 15% and Tenda the remaining 27%. The below table presents detailed information about pre-sales and recognized revenues by launch year:

Tabela 30 – Pre-sales and recognized revenues by launch year

 

 

 

1Q12

1Q11

 

 Launch year

PreSales

% PreSales

Revenues

%

PreSales

% PreSales

Revenues

%

Gafisa

2012 Launches

67.863

21%

0

0%

-

0%

0

0%

 

2011 Launches

81.243

26%

114.983

24%

108.360

26%

5.005

1%

 

2010 Launches

56.423

18%

164.613

34%

220.891

52,157%

111.274

29%

 

≤ 2009 Launches

111.174

35%

207.984

43%

94.262

22,257%

266.814

70%

 

Total Gafisa

316.702

100%

487.579

100%

423.512

100%

383.092

100%

                   

Alphaville

2012 Launches

155.081

85%

3.510

3%

-

0%

-

0%

 

2011 Launches

16.062

9%

35.563

29%

114.108

67%

10.560

 

 

2010 Launches

3.213

2%

50.697

41%

44.104

26%

40.339

 
 

≤ 2009 Launches

7.622

4%

34.100

28%

12.706

7%

62.724

55%

 

Total Alphaville

181.978

100%

123.870

100%

170.919

100%

113.624

55%

                   

 

Total Tenda

(90.443)

100%

316.384

0%

227.789

100%

234.032

100%

 

 

               

Total

 

408.237

 

927.833

 

822.220

 

730.748

 
                   

 

 

Gross Profit

On a consolidated basis, 1Q12 gross profit totaled R$202 million, a increase of 75% over 1Q11, on the back of lower level revenue reversal and lower impact of budget cost adjustments, as compared to the same period of previous year. Gross margin reached 23.9%, still below normalized levels, as it is still impacted by a higher contribution of lower margin projects under construction, whose sale and delivery we expect to conclude within the next fifteen months.

Table 31 – Gross Margin (R$)

 

 

 

(R$'000) Consolidated

1Q12

1Q11

YoY

Gross Profit

201.579

115.160

75%

Gross Margin

22%

16%

38%

Gross Margin (ex-Tenda)

28%

21%

700bps

Table 32 – Capitalized Interest

 

 

 

(R$million) Consolidated

1Q12

4Q11

1Q11

Opening balance

221.816

177.494

146.544

Capitalized interest

20.789

73.499

41.454

Interest capitalized to COGS

(42.870)

(29.177)

(37.181)

Closing balance

199.735

221.816

150.817

       

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

SG&A expenses totaled R$137 million in 1Q12, a 18% increase on the R$117 million in expenses posted in 1Q11. Selling expenses decreased 2% to R$58 million. Administrative expenses reached R$79 million, a 40% increase over the R$56 million posted in 1Q11. The main reasons for SG&A expenses increase were:  1)provision related to the distribution of variable compensation, 2)Administrative expenses related to the expantion of Alphaville operations and 3)new structure in smaller cost scale with the new strategy to segregate and give focus on each brand.

 

Table 33 – SG&A Expenses (R$)

 

 

 

(R$'000) Consolidated

1Q12

4Q11

QoQ

1Q11

YoY

Selling expenses

58.486

211.408

-72%

59.807

-2%

G&A expenses

78.984

75.051

5%

56.307

40%

SG&A

137.470

286.459

-52%

116.765

18%

           

 

31

 


 

 

Consolidated Adjusted EBITDA

EBITDA was R$105 million, 267.8% above the R$29 million posted during the first quarter of 2011. EBITDA for Gafisa and AlphaVille totaled R$82 million and R$40 million, respectively, while the EBITDA for Tenda was negative R$17 million. Higher volume of EBITDA YoY was a result of improved sales performance of inventories and a lower dissolutions compared to the previous period. EBITDA Margin reached 11.3% and ex-Tenda 20%, well above the 4% and 14%, respectively posted in the previous year.

Table 34 - Adjusted EBITDA

 

 

 

 

(R$'000) Consolidated

1Q12

4Q11

QoQ

1Q11

YoY

Net Profit (Loss)

(31.515)

(1.029.904)

-97%

(43.292)

-27%

(+) Financial result

42.175

41.919

1%

30.999

36%

(+) Income taxes

20.139

115.255

-83%

(18.858)

-207%

(+) Depreciation and Amortization

18.333

26.455

-31%

12.365

48%

(+) Capitalized Interest Expenses

42.870

29.177

47%

37.181

15%

(+) Stock option plan expenses

6.513

4.495

45%

3.363

94%

(+)Non recurring expenses

0

0

0%

0

0%

(+) Minority shareholders

6.672

14.420

-54%

6.839

-2%

Adjusted EBITDA

105.187

(798.184)

-113%

28.597

268%

Net Revenue

927.833

93.316

894%

730.748

27%

Adjusted EBITDA margin

13%

nm

nm

4%

856bps

Adjusted EBITDA (ex Tenda)

122.045

-143.626

nm

69.747

75%

Adjusted EBITDA Mg (ex Tenda)

11%

nm

nm

14%

592bps

Note: We adjust our EBITDA for expenses associated with stock option plans, as this is a non-cash expense .

 

Depreciation And Amortization

Depreciation and amortization in 1Q12 was R$18 million, an increase of R$6 million when compared to the R$12 million recorded in 1Q11, mainly due to higher showroom depreciation.

Financial Results

Net financial expenses totaled R$42 million in 1Q12, compared to net financial result of R$31 million in 1Q11 as a result of a higher level of leverage.

Taxes

Income taxes, social contribution and deferred taxes for 1Q12 amounted to R$20 million, compared to  R$19 million in 1Q11

Adjusted Net Income

The adjustments mentioned related to costs and expenses, as well as financial expenses, had a direct impact on the company's profitability, resulting in a net loss in 1Q12 of R$18.3 million compared to a net loss of R$33 million in the same period of 2011.

Backlog Of Revenues And Results

The backlog of results to be recognized under the PoC method reached R$4.2 billion in 1Q12, 4.3% higher than the R$4.06 billion posted in 1Q11 and 6.2% lower than the R$4.5 billion posted in 4Q11. The consolidated margin for the quarter was 35,7%, higher than the 39% in 1Q11 and 123 bps higher than the 34.5% posted in the 4Q11, mainly as a result of budget cost revisions and lower results to be recognized. The table below shows the backlog margin by segment:

 

Table 35 - Results to be recognized (REF)

 

 

Gafisa

Tenda

Alphaville

Gafisa Group

Gafisa ex- Tenda

Results to be recognized

2.456

1.056

726

4.238

3.182

Costs to be incurred (units sold)

-1.590

-788

-345

-2.723

-1.935

Results to be Recognized

865

268

381

1.515

1.247

Backlog Margin

35,2%

25,4%

52,5%

35,7%

39,2%

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

Tabela 36 – Results to be recognized (REF) Gafisa Group

 

 

1Q12

4Q11

T/T

1T11

A/A

Results to be recognized

4.238.385

4.515.112

-6,1%

4.061.932

4%

Costs to be incurred (units sold)

(2.723.445)

-2.956.282

-7,9%

-2.476.626

-9%

Results to be Recognized

1.514.940

1.558.830

-2,8%

1.585.306

-5%

Backlog Margin

35,7%

34,5%

122bps

39,0%

-329bps

           

 

32

 


 

 

 

BALANCE  SHEET 

Cash and Cash Equivalents

On March 31, 2012, cash and cash equivalents reached R$947 million. We believe our cash position is sufficient to execute our development plans, and we see no need to increase this current level.

 Accounts Receivable

At the end of 1Q12, total accounts receivable decreased 4% to R$9.1 billion, from R$9.5 billion in 4Q11. 

Table 37 - Total receivables

 

 

 

 

(R$000) Consolidated

1Q12

4Q11

QoQ

1Q11

YoY

Receivables from developments – LT (off balance sheet)

4.398.947

4.686.158

-6%

4.215.809

4%

Receivables from PoC – ST (on balance sheet)

3.638.581

3.962.574

-8%

3.775.914

-4%

Receivables from PoC – LT (on balance sheet)

1.101.138

863.874

27%

1.087.285

1%

Total

9.138.666

9.512.606

-4%

9.079.008

1%

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 38 – Inventory (Balance Sheet at cost)

(R$000) Consolidated

1Q12

4Q11

QoQ

1Q11

YoY

Land

1.226.418

1.244.358

-1%

1.014.629

21%

Units under construction

1.438.026

1.576.780

-9%

1.157.146

24%

Completed units

196.700

119.340

65%

333.168

-41%

Total

2.861.144

2.940.478

-3%

2.504.943

14%

 

Inventory at market value totaled R$3.5 billion in 1Q12, which is in line with the R$3.5 billion registered in 4Q11. On a consolidated basis, our inventory is at a level of 10 months of sales based on LTM sales figures.

At the end of 1Q12, finished units accounted for 9% of total inventory. We continue to focus on reducing finished inventory primarily concentrated under the Gafisa brand, which represents 3% of total finished inventory of R$3.5 billion and 1/3 of finished units of R$322 million.

Table 39 - Inventories per completion status  

Company

Not started

Up to 30% constructed

30% to 70% constructed

More than 70% constructed

Finished units¹

Total 1Q12

Gafisa

409.334

589.555

472.611

401.594

84.757

1.957.850

AlphaVille

0

263.816

134.627

72.551

165.263

636.258

Tenda

86.492

209.688

225.118

321.334

72.404

915.036

Total

495.826

1.063.059

832.356

795.479

322.424

3.509.143

Note: Adjusted by cancellations and dissolutions. ¹Completed units (at market value): value adjusted according to incurred costs, but already delivered to customers (general meeting with customers). Given the same accounting criteria, the value would be R$186.4 million.

Consolidated inventory at market value remained stable on a sequential basis. The market value of Gafisa inventory of R$1.96 billion, 56% of total inventory, was stable at the end of 1Q12. The market value of AlphaVille inventory totaled R$636 million at the end of 1Q12, a 11% increase compared to the end of 4Q11. Tenda inventory was valued at R$915 million at the end of 1Q12, a 2% decrease compared to the end of 4Q11.

Table 40. Inventory at Market Value 1Q12 x 4Q11

 

Inventories BoP1

Launches

Dissolution

Pre-Sales

Price Adjust + Other

Inventories EoP2

% QoQ3

VSO4

Gafisa

2.018.627

214.690

 

316.702

41.235

1.957.850

-3%

14%

Alphaville

567.285

249.050

 

181.978

1.901

636.258

11%

22%

Total ex-Tenda

2.585.912

463.740

-

498.680

43.136

2.594.108

0%

16%

Tenda

932.503

-

(339.585)

249.142

(107.910)*

915.035

-2%

-11%

Total

3.518.415

463.740

(339.585)

747.822

(64.774)

3.509.143

0%

10%

Note: *R$108 million refers to dissolution related to cancellation of project launched under the Tenda, that may be re-launched in the future. 1) BoP beginning of the period – 4Q11. 2) EoP end of the period – 1Q12.  3) % Change 1Q12 versus 4Q11. 4)  1Q12 sales velocity.

 

33

 


 

 

Liquidity

As of March 31, 2012, Gafisa had a cash position of R$947 million. On the same date, Gafisa’s debt and obligations to investors totaled R$4.3 billion, resulting in net debt and obligations of R$3.3 billion. The net debt and investor obligations to equity and minorities ratio was 122% compared to 118% in 4Q11, due to R$76 million cash burn in the first quarter. Our operational consolidated cash flow was neutral in the 1Q12 and in March, Tenda achieved positive operating cash flow. Excluding project finance, this net debt/equity ratio reached 48.3%.

Gafisa’s cash position and liquidity are sufficient to execute our development plans. Gafisa’s current debt maturity structure includes 32% of the total debt due within one year. We expect positive operating cash flow of between R$500 – R$700 million in 2012. Gafisa has additional receivables (from units already delivered) of more than R$500 million available for securitization and R$370 million of finished units in inventory. We also highlight our current debt covenants ratios, as shown below in the table 45.

Currently we have access to a total of R$1.6 billion in construction finance lines contracted with banks and R$0.9 billion in lines in the process of approval. Also, Gafisa has R$2.4 billion available in construction finance lines of credit for future developments. The following tables provide information on our debt position:

Table 41 - Indebtedness and Investor obligations

 

 

Type of obligation (R$000)

1Q12

4Q11

QoQ

1Q11

YoY

Debentures - FGTS (project finance)

1.244.225

1.214.258

2%

1.239.816

0%

Debentures - Working Capital

704.420

684.942

3%

688.800

2%

Project financing (SFH)

817.457

684.642

19%

755.652

8%

Working capital

1.135.615

1.168.085

-3%

604.391

88%

Total consolidated debt

3.904.356

3.755.808

4%

3.288.659

18%

Consolidated cash and availabilities

947.138

983.660

-4%

926.977

2%

Investor Obligations

364.274

473.186

-23%

380.000

-4%

Net debt and investor obligations

3.321.492

3.245.334

2%

2.741.682

21%

Equity + Minority Shareholders

2.728.495

2.747.094

-1%

3.751.958

-24%

(Net debt + Obligations) / (Equity + Noncontrolling interests)

122%

118%

360bps

73%

4559bps

(Net debt + Ob.) / (Eq + Min.) - Exc. Proj Fin (SFH + FGTS)

46%

49%

-284bps

20%

2628bps

           

 

Table 42 - Debt maturity

 

 

 

 

 

(R$million)

Average Cost (p.a.)

Total

Until Mar/13

Until Mar/14

Until Mar/15

Until Mar/16

After Mar/16

Debentures - FGTS (proj. finance)

TR + (8.22% - 10.20%)

1.244.225

196.791

598.404

449.030

-

-

Debentures - Working Capital

CDI + (0.72% - 1.95%)

704.420

151.786

123.895

272.648

149.510

6.581

Project Financing (SFH)

TR + (8.30% - 12.68%)

817.457

469.331

260.022

70.698

17.406

-

Working Capital

CDI + (1.30% - 2.55%)

1.135.615

394.947

290.496

190.277

141.166

118.729

Total consolidated debt

11.82%

3.904.356

1.215.116

1.273.195

982.653

308.082

125.310

Investors Obligations

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

364.274

160.981

171.737

15.133

9.885

6.538

Total consolidated debt

 

4.268.630

1.376.097

1.444.932

997.786

317.967

131.848

% Total

 

100%

32%

34%

23%

7%

3%

               

 

Debt Covenants

Following the modification of certain debt covenants, per the agreement with debt holders, Gafisa avoided triggering covenants and remained in compliance with all debt covenants.

Covenant Ratios

Table 43 - Debenture covenants - 7th emission

 

 

1Q12

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

12,8x

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

34,8%

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

1,75

 

 

Table 44 - Debenture covenants - 5th emission (R$250 million)

 

 

1Q12

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

34,8%

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

2,4x

Note: Covenant status on March 31, 2012

 

   

 

34

 


 

OUTLOOK 

With the introduction of a new strategy and organizational structure, Gafisa is already making progress toward achieving its 2012 guidance. Launches for 2012 are expected to be between R$2.7 and R$3.3 billion, reflecting a new, more targeted regional focus and the deliberate slowdown of the Tenda business. Gafisa should represent 50%, Tenda 10% and AlphaVille 40% of launches. For the first quarter of 2012, the Gafisa Group launched R$464 million.

 

The Gafisa Group plans to deliver between 22,000 and 26,000 units in 2012 of which 30% will be delivered by Gafisa, 50% by Tenda and the remaining 20% by AlphaVille. During the first quarter of 2012, the Company delivered 6,165 units and transferred 2,793 Tenda units to financial institutions.

 

Finally, the Company expects to generate between R$500 million and R$700 million in operating cash flow for the full year of 2012. At March 31, 2012, the Company had R$947 million in cash and cash equivalents. The key drivers of cash flow generation include: (i) our ability to deliver units at Gafisa; (ii) the transfer of Tenda units to financial institutions; (iii) the sale of inventory; (iv) the securitization of receivables; (v) the sale of non-strategic land.

 

35

 


 

 

CONSOLIDATED  INCOME  STATEMENT 

R$000

1Q12

4Q11

QoQ

1Q11

YoY

Net Operating Revenue

927.833

93.316

894,3%

730.748

27,0%

Operating Costs

(726.254)

(531.712)

36,6%

(615.588)

18,0%

Gross profit

201.579

(438.396)

-146,0%

115.160

75,0%

Operating Expenses

 

 

 

 

 

Selling Expenses

-58.486

-211.408

-72%

-59.807

-2%

General and Administrative Expenses

-78.984

-75.051

5%

-56.307

40%

Other Operating Revenues / Expenses

-8.305

-107.002

-92%

-10.993

-24%

Depreciation and Amortization

-18.333

-26.454

-30%

-12.365

48%

Operating results

37.471

-858.311

-104%

-24.312

-254%

 

 

 

 

 

 

Financial Income

19.689

20.784

-5%

24.664

-20%

Financial Expenses

-61.864

-62.702

-1%

-55.662

11%

 

 

 

 

 

 

Income Before Taxes on Income

-4.704

-900.229

-99%

-55.310

-91%

 

 

 

 

 

 

Deferred Taxes

6.319

-79.747

108%

27.008

-77%

Income Tax and Social Contribution

-13.820

-35.508

61%

-8.150

-70%

 

 

 

 

 

 

Income After Taxes on Income

(24.843)

(1.015.484)

-97%

(36.452)

-32%

 

 

 

 

 

 

Minority Shareholders

-6.672

-14.420

-54%

-6.840

-2%

 

 

 

 

 

 

Net Income

(31.515)

(1.029.904)

-97%

(43.292)

-27%

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

 

36

 


 

 

CONSOLIDATED  BALANCE  SHEET 

 

1Q12

4Q11

QoQ

1Q11

YoY

Current Assets

 

 

 

 

 

Cash and cash equivalents

947.138

983.660

-4%

926.977

2%

Receivables from clients

3.638.581

3.962.574

-8%

3.775.914

-4%

Properties for sale

2.088.930

2.049.084

2%

2.043.382

2%

Other accounts receivable

157.900

144.585

9%

210.993

-25%

Deferred selling expenses

58.989

56.903

4%

10.375

469%

Prepaid expenses

15.723

16.629

-5%

11.918

32%

Properties for sale

93.188

93.188

0%

0

0%

Financial Instruments

10.391

7.735

34%

0

0%

 

7.010.840

7.314.358

-4%

6.979.559

0.4%

Long-term Assets

 

 

 

 

 

Receivables from clients

1.101.138

863.874

28%

1.087.285

1%

Properties for sale

679.026

798.206

-15%

461.561

47%

Deferred taxes

0

0

0%

70.259

-100%

Other

290.849

247.909

17%

158.510

84%

 

2.071.013

1.909.989

8%

1.777.615

16,33%

Investments

285.825

282.277

1%

336.070

-15 %

 

 

 

 

 

 

Total Assets

9.367.678

9.506.624

-2%

9.093.244

3 %

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

866.539

1.135.543

-24%

838.334

3%

Debentures

348.577

1.899.200

-82%

71.562

387%

Obligations for purchase of land and advances from clients

498.193

610.555

-18%

438.462

14%

Materials and service suppliers

148.965

135.720

10%

178.443

-17%

Taxes and contributions

278.678

250.578

11%

237.419

17%

Obligation for investors

160.981

219.796

-27%

0

0%

Other

558.805

564.547

-1%

411.153

36%

 

2.860.738

4.815.939

-41%

2.175.373

32%

Long-term Liabilities

 

 

 

 

 

Loans and financings

1.089.172

721.067

51%

521.708

109%

Debentures

1.600.068

0

 

1.857.055

-14%

Obligations for purchase of land

127.667

177.135

-28%

187.920

-32%

Deferred taxes

89.321

83.002

8%

0

0%

Provision for contingencies

134.309

134.914

0%

126.841

6%

Obligation for investors

203.293

253.390

-20%

380.000

-47%

Other

534.615

574.083

-7%

243.885

119%

 

3.778.445

1.943.591

94 %

3.317.409

14%

Shareholders' Equity

 

 

 

 

 

Capital

2.734.157

2.734.157

0%

2.730.787

0%

Treasury shares

-1.731

-1.731

0%

-1.731

0%

Capital reserves

24.244

18.066

34%

256.645

-91%

Revenue reserves

-

-

 

589.726

100%

Retained earnings

-31.515

-102.019

-69%

-43.292

-27%

Acumulated losses

-102.019

0

 

0

 

Non controlling interests

105.359

98.621

7%

68.327

54%

 

2.728.495

2.747.094

-1%

3.600.462

-24%

Liabilities and Shareholders' Equity

9.367.678

9.506.624

-1%

9.093.244

3%

Note: ¹ Following the modification of certain debt covenants, per the agreement with debt holders,Gafisa’  short-term debt and long-term debt classification will be reclassified to the LongTerm in the 1Q12, in compliance with all debt covenants.

 

37

 


 

CASH  FLOW 

 

1Q12

1Q11

Income Before Taxes on Income

(4.705)

(55.310)

Expenses (income) not affecting working capital

   

Depreciation and amortization

18.333

12.365

Impairment allowance

(4.282)

-

Expense on stock option plan

6.513

3.363

Penalty fee over delayed projects

11.186

-

Unrealized interest and charges, net

29.466

55.662

Deferred Taxes

   

Disposal of fixed asset

5.622

 

Warranty provision

1.015

2.460

Provision for contingencies

8.592

8.484

Profit sharing provision

13.327

2.133

Allowance (reversal) for doubtful debts

(2.965)

6.385

Profit / Loss from financial instruments

(2.737)

-

Clients

89.693

82.390

Properties for sale

83.616

(298.871)

Other receivables

29.445

(4.219)

Deferred selling expenses and prepaid expenses

(1.180)

(7.892)

Obligations on land purchases and advances from customers

(161.830)

28.323

Taxes and contributions

28.100

(30.103)

Trade accounts payable

13.245

(12.018)

Salaries, payroll charges

373

10.611

Other accounts payable

(88.951)

56.370

Current account operations

(442)

(31.574)

Paid taxes

(13.819)

(9.262)

Cash used in operating activities

57.615

(180.703)

Investing activities

   

Purchase of property and equipment and deferred charges

(27.217)

(14.270)

Redemption of securities, restricted securities and loans

(3.043.733)

(888.203)

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

3.207.922

1.134.692

Cash used in investing activities

136.972

232.219

Financing activities

   

Capital increase

-

1.589

Contributions from venture partners

(108.912)

(18.969)

Increase in loans and financing

240.556

117.922

Repayment of loans and financing

(121.477)

(184.342)

Assignment of credit receivables, net

(85.411)

8.150

Proceeds from subscription of redeemable equity interest in securitization fund

15.743

(2.872)

Operations of mutual

(7.422)

(676)

Net cash provided by financing activities

(66.923)

(79.198)

Net increase (decrease) in cash and cash equivalents

127.665

(27.682)

Cash and cash equivalents

   

At the beggining of the period

137.600

256.382

At the end of the period

265.265

228.700

Net increase (decrease) in cash and cash equivalents

127.665

(27.682)

 

 

38

 


 

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.

 

 

 

 



 

39

 


 

(A free translation from the original in Portuguese into English)
Quarterly information - 03/31/2012 – Gafisa S.A.

 

ABOUT  GAFISA 

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

 

Investor Relations 

Media Relations (Brazil) 

Luciana Doria Wilson 

Débora Mari 

Website: www.gafisa.com.br/ir 

Máquina da Notícia Comunicação Integrada 

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

Phone: +55 11 3147-7412 

Fax: +55 11 3025-9348 

Fax: +55 11 3147-7900 

Email: ri@gafisa.com.br 

E-mail: debora.mari@maquina.inf.br 

 

 

This release contains forward-loing 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-loing statements depend, substantially, on changes in market conditions, government regulations, competitive pressures, the performance of the Brazilian economy and the industry, among other factors; therefore, they are subject to change without prior notice.

 

The fourth quarter financial statements were prepared and are being presented in accordance with the accounting practices adopted in Brazil (“Brazilian GAAP”), required for the years ended December 31, 2009. Therefore, they do not consider the early adoption of the technical pronouncements issued by CPC in 2009, approved by the Federal Accounting Council (“CFC”), required beginning on January 1, 2010. On November 10, 2009 the CVM, issued the deliberation nº 603 changed by deliberation nº 626, which provides the option for listed Companies to present 2010 quarterly information based on accounting practices in force at December 31, 2009.

 
 

 

 

40

 


 
A free translation from Portuguese into English of individual and consolidated interim financial information
 
 
Gafisa S.A. 
 
Notes to the individual and consolidated interim financial information
March 31, 2012
(Amounts in thousands of Brazilian Reais, except as otherwise stated) 

 

 


1.   Operations 

 

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

 

The Company forms jointly-controlled ventures (Special Purpose Entities - SPEs) and also participates in the formation of consortia and condominiums with third parties as a means of meeting its objectives. The controlled entities (SPEs) substantially share the managerial and operating structures and the corporate, managerial and operating costs with the Company. SPEs, condominiums and consortia operate solely in the real estate industry and are linked to specific ventures.

 

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

 

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

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

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

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

 

41

 


 
A free translation from Portuguese into English of individual and consolidated interim financial information
 
 
Gafisa S.A. 
 
Notes to the individual and consolidated interim financial information --Continued
March 31, 2012
(Amounts in thousands of Brazilian Reais, except as otherwise stated) 

 

1.   Operations --Continued 

 

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

 

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

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

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

 

Because of these changes and reviews made, the Company recognized adjustments and provisions amounting to approximately R$639,482 for 2011, of which R$56,998 for the quarter ended March 31, 2011. Such adjustments and provisions did not produce an impact on the capital flow of the Company neither shall impact its capacity to fulfill commitments, as mentioned in Note 1 to the financial statements as of December 31, 2011.

 

 

 

 

42

 


 
A free translation from Portuguese into English of individual and consolidated interim financial information
 
 
Gafisa S.A. 
 
Notes to the individual and consolidated interim financial information --Continued
March 31, 2012
(Amounts in thousands of Brazilian Reais, except as otherwise stated) 

 

 

 

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

 

 

 

The Board of Directors of the Company has power to change the individual and consolidated interim financial information (“quarterly information”) of the Company after they are issued. On May 7, 2012, the Company’s Board of Directors approved the individual and consolidated quarterly information of the Company and authorized their disclosure.

 

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

 

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

 

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

 

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

 

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

 

 

43

 


 

A free translation from Portuguese into English of individual and consolidated interim financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information --Continued
March 31, 2012

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

 

 

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

 

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

 

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

 

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

 

2.1. Functional currency

 

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

 

44

 


 

A free translation from Portuguese into English of individual and consolidated interim financial information  

 

Gafisa S.A.

 

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

March 31, 2012

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

 

 

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

 

 

2.2. Consolidated interim financial information

 

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

 

 

Interest

March 2012

2011

   

Gafisa and subsidiaries (*)

100

100

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

100

100

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

80

80

 

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

 

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

 

45

 


 

A free translation from Portuguese into English of individual and consolidated interim financial information  

 

Gafisa S.A.

 

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

March 31, 2012

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

 

 

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

 

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

 

 

% - Interest

Total assets

Total liabilities

Equity

Net revenue

Net income (loss) for the period

Investees

3/31/2012

12/31/2011

3/31/2012

12/31/2011

3/31/2012

12/31/2011

3/31/2012

12/31/2011

3/31/2012

3/31/2011

3/31/2012

3/31/2011

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

50%

50%

127,409

127,409

63,735

63,735

63,674

63,674

-

17,533

-

9,039

Gafisa SPE-77 Empreendimentos Imobiliários Ltda.

65%

65%

124,072

126,341

64,336

67,979

59,736

58,362

10,849

8,785

1,374

3,095

GAFISA SPE-48 S/A

80%

80%

67,506

85,077

10,522

31,271

56,984

53,806

2,367

1,277

3,178

(3,490)

Gafisa SPE-55 S.A.

80%

80%

69,081

78,523

18,350

28,579

50,731

49,944

6,463

14,012

787

1,938

FIT 13 SPE Empreendimentos Imobiliários Ltda.

50%

50%

89,292

72,859

46,018

38,080

43,274

34,779

26,681

3,526

12,986

1,239

Sítio Jatiuca Empreendimento Imobiliário SPE Ltda.

50%

50%

88,490

104,432

58,260

74,951

30,230

29,481

8,449

2,234

749

(970)

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

80%

80%

37,587

37,945

12,658

13,004

24,929

24,941

-

(67)

(13)

(131)

Dubai Residencial Empreendimentos Imobiliários Ltda.

50%

50%

48,686

58,560

28,325

34,745

20,361

23,815

844

9,589

493

3,469

Grand Park - Parque das Arvores Emp. Imob. Ltda

50%

50%

83,028

93,305

59,854

70,656

23,174

22,649

(5,598)

16,378

(5,019)

4,450

Gafisa SPE-85 Emp. Imob. Ltda.

80%

80%

89,331

84,945

70,450

66,267

18,881

18,678

5,562

8,982

203

407

Manhattan Square Emp. Imob. Coml 01 SPE Ltda.

50%

50%

84,269

81,266

68,712

66,974

15,557

14,292

6,145

5,059

1,265

(56)

Aram SPE Empreendimentos Imobiliários Ltda.

80%

80%

34,559

33,315

20,223

19,334

14,336

13,981

3,454

-

1,442

-

Panamby Ribeirão Preto Emp. Imob. SPE Ltda.

55%

55%

17,099

16,856

3,326

3,059

13,773

13,797

-

-

(24)

(12)

Costa Maggiore Emp. Imob. Ltda.

50%

50%

29,568

29,568

16,337

16,337

13,231

13,231

-

3,667

-

975

Patamares 1 Empreendimentos Imobiliários SPE Ltda.

50%

50%

48,866

41,314

32,797

28,564

16,069

12,750

12,184

2,926

3,320

115

O Bosque Empr. Imob. Ltda.

60%

60%

9,758

9,898

349

319

9,409

9,579

140

26

(65)

(7)

Apoena Emp. Imob. Ltda.

80%

80%

15,983

14,674

6,268

5,666

9,715

9,008

2,310

(505)

707

(1,491)

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

50%

50%

40,427

49,974

36,666

41,835

3,761

8,139

(2,381)

9,061

(4,377)

1,249

Parque do Morumbi Incorporadora LTDA.

80%

80%

30,811

24,417

16,310

16,370

14,501

8,047

9,063

674

3,410

(73)

Gafisa SPE-65 Empreendimentos Imobiliários Ltda.

80%

80%

37,859

35,594

27,988

27,169

9,871

8,425

3,541

3,367

1,447

(218)

Other

Several

Several

633,797

574,930

581,823

540,385

51,974

34,545

42,587

4,448

4,964

1,859

 

 

46

 


 

A free translation from Portuguese into English of individual and consolidated interim financial information  

 

Gafisa S.A.

 

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

March 31, 2012

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

 

 

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

 

2.3. Restatement of consolidated quarterly information at March 31, 2011

 

As mentioned in Note 1, in line with the new strategic direction of the Company, during the fourth quarter of 2011, the executives who assumed the management of the operations of Gafisa and its subsidiaries Tenda and AUSA, conducted an extensive review of the budgets of construction works while reviewing the short and long-term business plan of the Company, and estimated the costs necessary for their completion. In the review process, adjustments to budgets that should have been recorded in the quarter ended March 31, 2011 were identified and that were not identified through the internal controls operating at that quarter.

 

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

 

The Company’s management, in order to identify the effects retroactively, reviewed the costs of construction and brickwork stages; contracts for the replacement of contractors and franchise partners, additional costs of completed units delivered and earth moving.

 

The retrospective effects of adjustments to the budgets of costs for quarter ended March 31, 2011, as established in CPC 23 – Accounting practices, changes in accounting estimates and errors (equivalent to IAS 8), are as follows:

 

 

Company

Consolidated

 

As of March 31, 2011

 

Equity

Income (loss) for the period

Equity

Income (loss) for the period

 

 

 

 

As originally reported

3,740,619

13,706

3,809,175

13,706

Decrease in net operating revenue

(81,292)

(21,178)

(246,179)

(77,911)

Decrease in equity pick-up and other expenses

(137,647)

(43,754)

(12)

(12)

Increase in deferred income tax

and social contribution

10,455

7,934

37,476

20,705

Non-controlling interests

 -

231

220

Restated

3,532,135

(43,292)

3,600,691

(43,292)

 

47

 


 

A free translation from Portuguese into English of individual and consolidated interim financial information  

 

Gafisa S.A.

 

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

March 31, 2012

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

 

 

 

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

 

2.3. Restatement of the consolidated quarterly information at March 31, de 2011

 

In addition, for purposes of a better presentation and comparability of the quarterly information at March 31, 2012, the following reclassifications were made in the comparative quarterly information at March 31, 2011:

 

·        Reclassification of brokerage expenses, of deductions on revenues and services, to the account “selling expenses”

 

 

Company

Consolidated

 

As originally reported

Adjustments

Reclassification

Restated

As originally reported

Adjustments

Reclassification

Restated

 

 

 

 

 

 

 

 

Net operating revenue

251,148

(21,178)

4,942

234,912

800,356

(77,910)

8,302

730,748

Operating costs

(212,127)

-

-

(212,127)

(615,588)

-

-

(615,588)

Gross profit

39,021

(21,178)

4,942

22,785

184,768

(77,910)

8,302

115,106

Operating income (expenses)

 

 

 

 

 

 

 

 

Selling expenses

(16,406)

-

(4,942)

(21,348)

(51,505)

-

(8,302)

(59,807)

Equity pick-up

57,692

(43,623)

-

14,069

-

-

-

-

Other operating expenses

(45,890)

(131)

-

(46,021)

(79,653)

(12)

-

(79,665)

Financial income

(17,785)

-

-

(17,785)

(30,998)

-

-

(30,998)

Tax expenses

(2,926)

7,934

-

5,008

(1,847)

20,705

-

18,858

Net income (loss) before non-controlling interests

13,706

(56,998)

-

(43,292)

20,765

(57,217)

-

(36,452)

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

-

-

-

-

(7,059)

219

-

(6,840)

Net income (loss) for the period

13,706

(56,998)

-

(43,292)

13,706

(56,998)

-

(43,292)

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

0.0318

(0.1318)

-

(0.1001)

-

-

-

-

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

0.0317

(0.1318)

-

(0.1001)

-

-

-

-

 

 

48

 


 

A free translation from Portuguese into English of individual interim and consolidated financial information 

 

Gafisa S.A.

 

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

March 31, 2012

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

 

 

 

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

 

2.3. Restatement of the consolidated quarterly information at March 31, 2011

 

Statement of cash flows:

 

 

Company

Consolidated

 

As originally reported

Adjustments

Restated

As originally reported

Adjustments

Restated

 

 

 

 

 

 

Income (loss) before income and social contribution taxes

16,633

(64,933)

(48,300)

22,612

(77,922)

(55,311)

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

(13,787)

43,623

29,836

90,852

-

90,852

Increase/decrease in assets and liabilities

(127,657)

123,836

(3,821)

(305,662)

89,418

(216,244)

Cash used in operating activities

(124,811)

102,526

(22,285)

(192,198)

11,495

(180,703)

Cash from (used in) investing activities

156,477

(100,385)

56,092

232,219

-

232,219

Cash from financing activities

(84,141)

(2,141)

(86,282)

(67,703)

(11,495)

(79,198)

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

(52,475)

-

(52,475)

(27,682)

-

(27,682)

Cash and cash equivalents

 

 

 

 

 

 

At the beginning of the period

66,092

-

66,092

256,382

-

256,382

At the end of the period

13,617

-

13,617

228,700

-

228,700

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

(52,475)

-

(52,475)

(27,682)

-

(27,682)

 

 

49

 


 

A free translation from Portuguese into English of individual interim and consolidated financial information  

 

Gafisa S.A.

 

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

March 31, 2012

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

 

 

 

3.   New pronouncement issued by the IASB

 

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

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

The Company and its subsidiaries did not make the early adoption of such amendments in their consolidated quarterly information at March 31, 2012, neither had the opportunity to assess the possible impact of the adoption of such amendments.

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

 

 

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

 

4.1.    Cash and cash equivalents

 

 

Company

Consolidated

 

03/31/2012

12/31/2011

03/31/2012

12/31/2011

 

 

 

 

Cash and banks

8,791

31,116

227,907

86,628

Securities purchased under agreement to resell (a)

860

1,110

37,358

50,970

 

 

 

 

Total cash and cash equivalents

9,651

32,226

265,265

137,598

         

 

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

 

As of March 31, 2012, the securities purchased under agreement to resell include interest earned from 70% to 101% of Interbank Deposit Certificates (CDI) (from 70% to 102% of CDI at December 31, 2011). Investments are made in first class financial institutions.  

50

 


 
 

A free translation from Portuguese into English of individual interim and consolidated financial information  

 

Gafisa S.A.

 

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

March 31, 2012

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

 

 

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

 

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

 

 

Company

Consolidated

 

03/31/2012

12/31/2011

03/31/2012

12/31/2011

 

 

 

 

Investment funds

-

-

37

2,686

Bank deposit certificates (a)

4,327

6,187

336,503

466,753

Restricted cash in guarantee to loans (b)

69,754

56,139

81,259

59,497

Restricted credits (c)

25,958

17,837

253,275

306,268

Other (d)

10,799

10,799

10,799

10,858

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

110,838

90,962

681,873

846,062

 

(a)    As of March 31, 2012, Bank Deposit Certificates (CDBs) include interest earned varying from 90% to 105% (from 75% to 110% as of December 31, 2011) of Interbank Deposit Certificates (CDI). The CDBs in which the Company invests earn interest that is usually above 98% of CDI, however, the Company invests in short term (up to 20 working days) through securities purchased under agreement to resell which interest is lower (from 75% of CDI). On the other hand, this investment is exempt from the tax on financial transactions (IOF), which is not the case of CDBs.

 

(b)    Restricted cash in guarantee to loans are investments in fixed-income fund, whose shares are valued by investments only in federal government bonds, indexed to fixed or floating rates or price indexes, and made available when the ratio of restricted receivables in guarantee to debentures reach 120% of the debt balance (Note 12). R$42,486 of total refers to financial investments, with fixed interest at 101% of CDI, with grace period of 90 days, related to the assignment of receivables described in Note 5(v).  

 

(c)    Restricted credits are represented by onlending of the funds from associate credit (“crédito associativo”), a government real estate finance aid, which are in process of approval at the Caixa Econômica Federal. These approvals are made to the extent the contracts signed with clients at the financial institutions are regularized, which the Company expects it to be released in up to 90 days.

 

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

 

As of March 31, 2012 and December 31, 2011, the recognized amount related to open-end and exclusive investment funds is stated as available for sale at fair value, as contra-entry to income for the period or year.

 

51

 


 

A free translation from Portuguese into English of individual interim and consolidated financial information  

 

Gafisa S.A.

 

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

March 31, 2012

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

 

 

5.   Trade accounts receivable of development and services

 

 

Company

Consolidated

 

03/31/2012

12/31/2011

03/31/2012

12/31/2011

 

 

 

 

Real estate development and sales (i)

1,499,663

1,575,751

5,246,057

5,438,850

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

(7,700)

(5,585)

(428,220)

(514,654)

( - ) Adjustments to present value

(19,227)

(19,080)

(93,316)

(109,152)

Services and construction and other receivables

14,209

9,274

15,198

11,404

 

 

 

 

 

1,486,945

1,560,360

4,739,719

4,826,448

 

 

 

 

Current

1,313,809

1,390,694

3,638,581

3,962,574

Non-current

173,136

169,666

1,101,138

863,874

 

The current and non-current portions fall due as follows

 

 

Company

Consolidated

Maturity

03/31/2012

12/31/2011

03/31/2012

12/31/2011

2012

1,340,735

1,415,359

4,160,118

4,586,380

2013

99,218

72,893

631,023

545,882

2014

39,895

49,829

253,728

208,766

2015

10,478

11,130

66,640

27,429

2016 onwards

23,546

35,814

149,746

81,797

 

1,513,872

1,585,025

5,261,255

5,450,254

( - ) Adjustment to present value

(19,227)

(19,080)

(93,316)

(109,152)

( - ) Allowance for doubtful account and cancelled contracts

(7,700)

(5,585)

(428,220)

(514,654)

 

1,486,945

1,560,360

4,739,719

4,826,448

 

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

 

Advances from customers (development and services), which exceed the revenues recorded in the period, at March 31, 2012, amount to R$29,493 (R$57,297 as of December 31, 2011) in the Company’s interim financial information and to R$141,554 (R$215,042 as of December 31, 2011) in the consolidated interim financial information, without effect of adjustment to present value, and are classified in “payables for purchase of land and advances from customers " (Note 17).

52

 


 
 

A free translation from Portuguese into English of individual interim and consolidated financial information  

 

Gafisa S.A.

 

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

March 31, 2012

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

 

 

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

 

Accounts receivable from completed units are in general subject to annual interest of 12% plus IGP-M variation, the financial income being recorded in income under the account “Revenue from real estate development". The amounts recognized for the quarter ended March 31, 2012 and 2011 amounted to R$12,924 and R$6,520, respectively.

 

The balance of allowance for doubtful account and cancelled contracts, net of receivables and properties for sale, amounts to R$116,859 (consolidated) as of March 31, 2012 (R$119,824 as of December 31, 2011), is considered sufficient by Company management to cover the estimate of future losses on realization of the accounts receivable balance.  

 

During the quarter ended March 31, 2012, the changes in the allowance for doubtful accounts and cancelled contracts are summarized as follows

 

 

Company

 

Allowance for doubtful

account and

cancelled contracts

 

Balance at December 31, 2011

(5,585)

Additions

(2,115)

Balance at March 31, 2012

(7,700)

 

 

Consolidated

 

Allowance for doubtful account and cancelled contracts

 

March 31, 2012

 

Receivables

Properties for

sale (Note 6)

Net

 

 

 

Balance at December 31, 2011

(514,654)

394,830

(119,824)

Additions

(2,115)

-

(2,115)

Write-offs

88,549

(83,469)

5,080

Balance at March 31, 2012

(428,220)

311,631

(116,859)

The reversal of the adjustment to present value recognized in revenue from real estate development for the quarter ended March 31, 2012 amounted to R$(147) (Company) and R$15,836 (consolidated), respectively.

 

53

 


 
 

A free translation from Portuguese into English of individual interim and consolidated financial information  

 

Gafisa S.A.

 

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

March 31, 2012

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

 

 

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

 

Receivables from units not completed were measured at present value. The discount rate applied by the Company and its subsidiaries was at 3.89% for the quarter ended March 31, 2012 (4.18% as of December 31, 2011), net of Civil Construction National Index (INCC)

 

(ii)         On March 31, 2009, the Company entered into a Credit Rights Investment Funds (FIDC) transaction, which consists of assignment of a portfolio comprising select residential and commercial real estate receivables arising from Gafisa and its subsidiaries. The Company assigned its receivables portfolio amounting to R$119,622 to Gafisa FIDC in exchange for cash, at the transfer date, discounted to present value, for R$88,664. The subordinated shares represented approximately 21% of the amount issued, totaling R$18,958 (present value). At March 31, 2012, it amounts to R$9,657 (Note 9). Senior and Subordinated shares receivable are indexed to IGP-M and incur interest at 12% per year.  

 

The Company consolidated Gafisa FIDC in its quarterly information. Accordingly, it discloses at March 31, 2012, receivables amounting to R$28,350 in the group of trade accounts receivable, and R$18,693 is reflected in “other payables” (Note 15), and the balance of subordinated shares held by the Company being eliminated in this consolidation process

 

54

 


 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

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

March 31, 2012

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

 

 

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

 

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

 

(iii)     On June 26, 2009, the Company entered into a CCI transaction, which consists of an assignment of a portfolio comprising select residential real estate credits from Gafisa and its subsidiaries. The Company assigned its receivables portfolio amounting to R$89,102 for cash, at the transfer date, discounted to present value, of R$69,315, classified under the account “obligations with assignment of receivables”. At March 31, 2012, the balance of this transaction is R$19,514 (R$24,791 as of December 31, 2011) (Note 13).

 

(iv)    On June 27, 2011, the Company and its subsidiaries entered into a Contract for the Definitive Assignment of Real Estate Receivables (CCI). The purpose of said Assignment Contract is the definitive assignment by the assignor to the benefit of the assignee. The assignment relates to a portfolio comprising select residential real estate receivables performed and to be performed arising out of Gafisa and its subsidiaries. The assigned portfolio of receivables amounts to R$203,915 (R$185,210 – Gafisa’s interest) for cash, at the transfer date, discounted to present value, for R$171,694 (R$155,889 – Gafisa’s interest), recorded under the account “obligations with the assignment of receivables”. As of March 31, 2012, the balance of this transaction is R$43,020 in the Company’s interim financial information and R$159,113 in the consolidated interim financial information (Note 13).

 

 

 

55

 


 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

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

March 31, 2012

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

 

 

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

 

 

(v)     On September 29, 2011, the Company and its subsidiaries entered into a Private Instrument for Assignment of Real Estate Receivables and Other Covenants. The purpose of said assignment agreement is the assignment by the assignor (“Company”) to the assignee of the select portfolio of residential real estate receivables performed or to be performed from Gafisa and its subsidiaries, comprising the financial flow of the portfolio (installments, charges and the portion related to the handover of keys). On September 29, 2011, the amount of real estate receivables assignment paid by the Assignee amounts to R$238,356 (R$221,376 - Gafisa’s interest). The assignment amount will be settled by the Assignee by offsetting the SFH debt balance of the own bank and the remaining balance will be settled by issuance of Bank Deposit Certificate (CDB) in favor of the Company in the amount of R$42,486 (Note 4.2(b)). The financial investment - CDB – has grace period of 90 days before released, as mentioned in Note 4.2(a). As of March 31, 2012, the balance of this transaction amounts to R$116,487 in the Company’s interim financial information and R$125,277 in the consolidated interim financial information (Note 13).

 

(vi)    The Company and its subsidiaries entered into on December 22, 2011 a Contract for the Definitive Assignment of Real Estate Receivables (CCI). The subject of such assignment contract is the definitive assignment by the assignor to the assignee. The assignment relates to a portfolio comprising select residential real estate receivables performed and to be performed from Gafisa and its subsidiaries. The assigned portfolio of receivables amounts to R$72,384 for cash at the transfer date, discounted to present value, by R$60,097, classified as “abligations with assignment of receivables”. As of March 31, 2012, the balance of this transaction is R$37,638 in the Company’s interim financial information and R$60,523 in the consolidated interim financial information (Note 13).

 

56

 


 

A free translation from Portuguese into English of individual interim and consolidated financial information  

 

Gafisa S.A.

 

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

March 31, 2012

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

 

 

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

 

 

For the items (ii) to (vi), Gafisa was engaged to perform, among other duties, the reconciliation of its receivables, the assignment’s underlying assets, and the collection of defaulting customers, among others, for consideration

 

The total balance of the assignment of receivables, recorded in current and non current liabilities, as of March 31, 2012 is R$228,209 (R$296,909 as of December 31, 2011) in the Company’s interim financial information and R$416,447 (R$501,971 as of December 31, 2011) in the consolidated interim financial information (Note 13).

 

 

6.   Properties for sale

 

 

Company

Consolidated

 

03/31/2012

12/31/2011

03/31/2012

12/31/2011

 

 

 

 

 

Land

575,939

582,952

1,185,338

1,209,400

( - ) Provision for realization of land

(2,365)

(6,643)

(45,767)

(50,049)

( - ) Adjustment to present value

(2,732)

(3,633)

(6,341)

(8,183)

Property under construction

266,146

305,162

1,126,664

1,181,950

Real estate cost in the recognition

of the provision for cancelled

contracts - Note 5(i)

-

-

311,361

394,830

Completed units

31,257

32,609

196,701

119,342

 

 

 

 

 

868,245

910,447

2,767,956

2,847,290

 

 

 

 

Current portion

641,132

504,489

2,088,930

2,049,084

Non-current portion

227,113

405,958

679,026

798,206

 

In the quarter ended March 31, 2012, the change in the provision for realization of land is summarized as follows:

 

 

Company

Consolidated

 

Provision for realization of land

 

 

Balance at December 31, 2011

(6,643)

(50,049)

Change

4,278

4,282

Balance at March 31, 2012

(2,365)

(45,767)

 

57

 


 

A free translation from Portuguese into English of individual interim and consolidated financial information  

 

Gafisa S.A.

 

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

March 31, 2012

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

 

 

 

6.   Properties for sale --Continued 

 

The Company has undertaken commitments to build units bartered for land, accounted for based on the fair value of the bartered units at acquisition date. At March 31, 2012, the net balance of land acquired through barter transactions amounts to R$25,215 (R$30,111 as of December 31, 2011) in the Company’s interim financial information and R$58,757 (R$83,506 as of December 31, 2011) in the consolidated interim financial information (Note 17).

 

As disclosed in Note 11, the capitalized financial charges at March 31, 2012 amounts to R$101,112 in the Company’s interim financial information and R$199,374 in the consolidated interim financial information.

 

The adjustment to present value in the property for sale balance refers to the portion of the contra-entry to the adjustment to present value of payables for purchase of land without effect on results (Note 17). The total amount of the reversal of the adjustment to present value recognized in the costs of real estate development in the quarter ended March 31, 2012 amounts to R$(85) in the Company’s balance and R$(168) in the consolidated balance.

 

7.   Other accounts receivable and others

 

 

Company

Consolidated

 

03/31/2012

12/31/2011

03/31/2012

12/31/2011

 

 

 

 

 

Advances to suppliers

1,523

1,080

4,658

7,309

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

28,472

35,588

107,252

85,057

Judicial deposit (Note 16)

93,970

85,702

119,321

108,436

Other

1

2

8,508

3,426

 

 

 

 

 

123,966

122,372

239,739

204,228

 

 

 

 

Current portion

19,758

26,503

60,371

60,378

Non-current portion

104,208

95,869

179,368

143,850

 

 

 

 

 

58

 


 

A free translation from Portuguese into English of individual interim and consolidated financial information  

 

Gafisa S.A.

 

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

March 31, 2012

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

 

 

 

8.   Land available for sale

 

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

 

 

Consolidated

Company

Cost

Provision for impairment

Net

balance

 

 

 

 

Gafisa

93,464

(27,495)

65,969

Tenda

41,730

(14,511)

27,219

 

 

 

 

 

135,194

(42,006)

93,188

 

 

 

9.   Investments in subsidiaries

 

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

 

The Company has a 80% interest in AUSA and has a commitment to purchase the remaining 20% of AUSA's capital stock based on the fair value of AUSA in 2012, the purchase consideration for which cannot yet be calculated and shall be evaluated on the future acquisition dates, and paid in cash or shares, at the Company’s sole discretion.

 

 

59

 


 
 

A free translation from Portuguese into English of individual interim and consolidated financial information  

 

Gafisa S.A.

 

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

March 31, 2012

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

 

 

9.   Investments in subsidiaries --Continued 

 

On October 26, 2007, Gafisa acquired 70% of Cipesa. Gafisa and Cipesa created a new company, Cipesa Empreendimentos Imobiliários Ltda. ("Nova Cipesa"), in which the Company holds 70% of interest and Cipesa 30%. Gafisa made an R$50,000 cash contribution to Nova Cipesa and acquired the shares which Cipesa held in Nova Cipesa amounting to R$15,000, paid on October 26, 2008. The non-controlling shareholders of Cipesa are entitled to receive from the Company a variable portion corresponding to 2% of the Total Sales Value (VGV), as defined, of the projects launched by Nova Cipesa through 2014. The maximum amount of this variable portion will be R$25,000, accordingly, the Company’s purchase consideration amounted to R$90,000. As a result of this transaction, goodwill amounting to R$40,687 was recorded based on expected future profitability (Note 10). As of December 31, 2011, the Company recorded a provision for the non-realization of this asset in the amount of R$10,430, considering that the goodwill, net of this provision, amounts to R$30,257 as of March 31, 2012 (Note 10).

 

60

 


 

A free translation from Portuguese into English of individual interim and consolidated financial information  

 

Gafisa S.A.

 

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

March 31, 2012

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

 

 

9.   Investments in subsidiaries --Continued 

 

(i)        Ownership interest

 

(a)      Information on subsidiaries and jointly-controlled investees

 

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for
future capital increase

Income (loss) for the period

Investments (provision for capital deficiency)

Equity pick-up

Direct investees

03/31/2012

12/31/2011

03/31/2012

03/31/2012

03/31/2012

12/31/2011

3/31/2012

3/31/2011

03/31/2012

12/31/2011

3/31/2012

3/31/2011

     

 

 

               

Construtora Tenda S.A.

100

100

3,542,353

2,043,692

2,052,521

2,083,237

(30,730)

(26,185)

2,052,521

2,083,237

(30,730)

(26,185)

Alphaville Urbanismo S.A.

60

60

968,968

615,329

353,639

326,272

27,033

33,698

212,183

195,763

16,420

20,054

Shertis Emp. Part. S.A.

100

100

82,502

16,852

70,650

65,177

5,473

6,794

70,650

65,177

5,473

6,794

Gafisa SPE 89 Emp. Im. Ltda.

100

100

237,656

177,932

60,886

59,463

1,423

507

60,886

59,463

1,423

507

Cipesa Empreendimentos Imobiliários S.A.

100

100

94,608

46,614

59,637

58,331

344

23,143

59,637

58,331

344

23,143

Gafisa SPE 48 S.A. (d)

80

80

67,506

10,522

57,898

54,502

3,178

-

46,318

43,741

2,542

-

Gafisa SPE 51 Emp. Im. Ltda. (d) 

100

100

98,984

63,215

36,338

37,801

(2,028)

-

36,338

37,801

(2,028)

-

Gafisa SPE 41 Emp. Im. Ltda.

100

100

56,896

25,036

31,860

32,505

(645)

202

31,860

32,505

(645)

202

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

50

50

127,409

63,735

63,674

63,674

-

9,039

31,837

31,837

-

3,766

Sítio Jatiuca Emp Im.SPE Ltda.

50

50

88,490

58,260

60,633

44,683

749

56

30,317

29,942

375

56

Verdes Praças Inc. Im. SPE Ltda.

100

100

31,758

4,351

27,407

26,875

532

5,888

27,407

26,875

532

2,944

Gafisa SPE 50 Emp. Im. Ltda.

100

100

45,363

35,417

26,136

25,654

411

(1,652)

26,136

25,654

411

(1,652)

Gafisa SPE 47 Emp. Im. Ltda.

80

80

37,587

12,658

31,399

30,079

(13)

(131)

25,119

25,091

(10)

(105)

Gafisa SPE 30 Emp. Im. Ltda.

100

100

37,536

18,906

18,630

18,599

31

50

18,630

18,599

31

50

Gafisa SPE 85 Emp. Im. Ltda.

80

80

89,331

70,450

22,935

21,922

203

407

18,348

18,186

162

326

Gafisa SPE 116 Emp. Im. Ltda.

50

100

62,264

62,369

62,260

17,968

(75)

(31)

31,130

17,983

(38)

(15)

FIT 13 SPE Emp. Imob. Ltda.

50

50

89,292

46,018

43,962

35,123

12,986

1,239

21,981

17,733

6,493

619

Gafisa FIDC (Note 5 (ii))

100

100

28,350

18,693

9,657

-

9,657

-

9,657

17,466

10

-

Gafisa SPE 32 Emp. Im. Ltda.

100

100

40,027

32,278

16,808

16,522

127

(1,382)

16,808

16,522

127

(1,382)

Gafisa SPE 72 Emp. Im. Ltda.

100

100

80,908

69,240

16,760

14,892

758

3,577

16,760

14,892

758

3,577

Aram SPE Emp. Imob. Ltda

80

80

34,559

20,223

18,158

17,040

1,442

-

14,527

14,241

284

-

Costa Maggiore Emp. Im. Ltda.

50

50

29,568

16,337

24,598

18,915

-

975

12,299

12,299

-

404

Dubai Residencial Emp Im. Ltda.

50

50

48,686

28,325

23,798

23,815

493

3,469

11,899

11,908

247

2,353

Gafisa SPE 71 Emp. Im. Ltda.

80

80

46,047

38,087

17,212

12,863

1,333

(972)

13,770

11,537

1,066

(777)

Gafisa SPE 110 Emp. Im. Ltda.

100

100

36,631

24,550

12,081

11,470

611

(488)

12,081

11,470

611

(488)

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

50

50

83,028

59,854

23,174

22,649

(5,019)

4,450

11,587

11,324

(2,510)

2,870

SPE Pq Ecoville Emp Im S.A.

50

50

72,690

63,072

25,777

13,752

3,946

3,511

12,889

10,916

1,973

1,755

Gafisa SPE 46 Emp. Im. Ltda.

60

60

21,706

17,942

16,282

11,492

263

328

9,769

10,092

158

197

Gafisa SPE 38 Emp. Im. Ltda.

100

100

22,169

12,740

9,429

9,424

5

45

9,429

9,424

5

45

Gafisa SPE 42 Emp. Im. Ltda.

100

100

28,491

19,025

9,466

9,344

121

(1,866)

9,466

9,344

121

(1,866)

 

61

 


 

A free translation from Portuguese into English of individual interim and consolidated financial information  

 

Gafisa S.A.

 

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

March 31, 2012

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

 

 

9.   Investment in subsidiaries --Continued

 

(i)        Ownership interest --Continued

 

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

 

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Income (loss) for the period

Investments (provision for capital deficiency)

Equity pick-up

Direct investees

3/31/2012

12/31/2011

3/31/2012

3/31/2012

3/31/2012

12/31/2011

3/31/2012

3/31/2011

3/31/2012

12/31/2011

3/31/2012

3/31/2011

   

 

 

               

Apoena SPE Emp Im S.A.

80

80

15,983

6,268

10,365

11,128

707

(1,491)

8,292

9,326

565

(745)

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

50

50

23,125

34,941

18,224

3,458

(216)

(362)

9,112

9,259

(108)

(181)

Gafisa SPE 70 Emp. Im. Ltda.

55

55

17,099

3,326

17,088

15,425

(24)

(12)

9,399

9,216

(13)

(7)

Gafisa SPE 73 Emp. Im. Ltda.

80

80

12,735

8,983

10,950

9,953

(849)

(665)

8,760

9,033

(679)

(532)

Gafisa SPE 36 Emp. Im. Ltda.

100

100

55,456

46,022

9,434

8,919

514

534

9,434

8,919

514

534

Parque do Morumbi Incorporadora Ltda.

80

80

30,811

16,310

16,156

9,371

3,410

(73)

12,925

7,761

5,164

(176)

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

50

50

84,269

68,712

29,237

14,785

1,265

(56)

14,619

7,639

632

(644)

Jardim I Plan., Prom.Vd Ltda.

100

100

21,222

14,101

7,121

7,425

(303)

(1,818)

7,121

7,425

(303)

(1,818)

Gafisa SPE 65 Emp. Im. Ltda.

80

80

37,859

27,988

12,565

9,009

1,447

(218)

10,052

7,324

1,157

(175)

Gafisa SPE 53 Emp. Im. Ltda.

100

100

23,944

19,022

7,508

6,778

149

(446)

7,508

6,778

149

(446)

Gafisa SPE 22 Emp. Im. Ltda.

100

100

7,298

640

6,658

6,661

(3)

(240)

6,658

6,661

(3)

(240)

Patamares 1 Emp. Imob. Ltda

50

50

48,866

32,797

16,069

12,750

3,320

115

8,035

6,375

1,660

111

O Bosque Empr. Imob. Ltda.

60

60

9,758

349

9,575

9,679

(65)

(7)

5,745

5,847

(39)

(706)

Gafisa SPE 35 Emp. Im. Ltda.

100

100

17,940

12,254

5,686

5,240

446

70

5,686

5,240

446

70

Gafisa SPE 39 Emp. Im. Ltda.

100

100

17,239

12,070

5,169

5,149

20

298

5,169

5,149

20

298

Grand Park - Parque das Aguas Emp Im Ltda.

50

50

40,427

36,666

3,761

8,139

(4,377)

1,249

1,881

4,070

(2,189)

431

Gafisa SPE 37 Emp. Im. Ltda.

100

100

14,457

10,310

4,147

4,046

101

(55)

4,147

4,046

101

(55)

Gafisa SPE 118 Emp. Im. Ltda.

100

100

3,384

3

3,381

3,381

-

-

3,381

3,381

-

-

Gafisa SPE 113 Emp. Im. Ltda.

60

100

12,099

7,229

4,870

5,578

(708)

-

2,922

3,347

(425)

-

OCPC01 adjustment – capitalized interest (e)

-

-

-

-

-

-

-

 

24,090

25,035

5,604

-

Other

-

-

1,358,834

991,711

297,820

51,451

(6,862)

322,026

37,988

29,211

1,543

(13,679)

Subtotal

 

 

8,184,168

5,141,424

3,799,449

3,392,368

30,581

383,520

3,165,149

3,134,293

17,401

19,232

 

 

 

 

 

 

 

 

 

 

 

 

Other investments (a) 

 

 

 

 

 

 

 

 

302,511

298,927

-

-

Goodwill on acquisition of subsidiaries (b) 

 

 

 

 

 

 

 

 

183,113

183,113

-

-

Total investments

 

 

 

 

 

 

 

 

3,650,773

3,616,333

17,401

19,232

 

62

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

9.   Investment in subsidiaries --Continued

 

(i)        Ownership interest --Continued 

 

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

 

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for
future capital increase

Income (loss) for the period

Investments (provision for capital deficiency)

Equity pick-up

Direct investees

3/31/2012

12/31/2011

3/31/2012

3/31/2012

3/31/2012

12/31/2011

3/31/2012

3/31/2011

3/31/2012

12/31/2011

3/31/2012

3/31/2011

Provision for capital deficiency (c): 

 

 

 

 

 

 

 

 

 

 

 

 

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

50

50

173,215

197,037

(23,822)

(22,371)

(1,450)

(2,539)

(11,911)

(11,186)

(725)

(1,965)

Gafisa SPE 123 Emp. Im. Ltda.

100

100

18,128

22,038

(3,910)

(2,571)

(1,338)

-

(3,910)

(2,571)

(1,338)

-

Gafisa SPE 121 Emp. Im. Ltda.

100

100

452

3,285

(2,833)

(1,605)

(1,229)

-

(2,833)

(1,605)

(1,229)

-

Gafisa SPE 83 Emp. Im. Ltda.

100

100

2,220

3,537

(1,317)

(1,110)

(206)

(46)

(1,317)

(1,110)

(206)

(46)

Península SPE1 S.A.

50

50

8,131

10,419

(2,157)

(2,244)

22

(311)

(1,079)

(1,090)

11

(155)

Other

-

-

145,673

161,919

(4,437)

(2,637)

(1,353)

(4,431)

(3,561)

(1,924)

(1,456)

(2,997)

Total reserve for capital deficiency

 

 

347,819

398,235

(38,476)

(32,538)

(5,554)

(7,327)

(24,611)

(19,486)

(4,943)

(5,163)

 

 

 

 

 

 

 

 

 

 

 

 

Total equity pick-up

 

 

 

 

 

 

 

 

 

 

12,458

14,069

 

(a)     As a result of the establishment in January 2008 of a unincorporated partnership (SCP), the Company holds interests in such company that as of March 31, 2012 amounts to R$302,875 (December 31, 2011 - R$298,927) - Note 14.

(b)     See composition in Note 10.

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

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

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

 

(b)      Change in investments

 

Equity balance at December 31, 2011

3,616,333

Equity pick-up

12,458

Capital contribution

4,478

Advance for future capital increase

27,281

Dividends receivable

(4,525)

Other investments

2,557

FIDC - Note 5 (ii)

(7,809)

 

 

Balance at March 31, 2012

3,650,773

 

63

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

 

10. Intangible assets

 

The intangible assets breakdown is as follows:

 

 

Company

 

12/31/2011

 

 

3/31/2012

 

Balance

Addition

Write-down

Balance

Software – Cost

43,237

1,890

(37)

45,089

Software – Amortization

(21,850)

(1,527)

-

(23,376)

Organization expenditures

9,582

1,030

(1,633)

8,979

 

30,969

1,393

(1,670)

30,692

 

 

Consolidated

 

12/31/2011

 

 

3/31/2012

 

Balance

Addition

Write-down

Balance

Goodwill

 

 

 

 

AUSA (Note 9)

152,856

-

-

152,856

Cipesa (Note 9)

30,257

-

-

30,257

 

 

 

 

 

 

183,113

-

-

183,113

Other intangible assets

 

 

 

 

Software – Cost

60,490

4,383

(45)

64,828

Software – Amortization

(27,839)

(2,463)

5

(30,297)

Organization expenditures

13,720

207

(849)

13,078

 

46,371

2,127

(889)

47,609

 

 

 

 

 

229,484

2,127

(889)

230,722

 

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

 

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

 

 

64

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

11. Loans and financing

 

 

 

 

Company

Consolidated

Type of operation

Maturity

Annual interest rate

03/31/2012

12/31/2011

03/31/2012

12/31/2011

 

 

 

 

 

 

 

Certificate of Bank Credit –

CCB (i)

August 2013 to June 2017

1.30 % to 2.20% + CDI

744,988

775,389

899,987

937,019

Promissory notes (ii)

December 2012

125% to 126% do CDI

235,628

231,068

235,628

231,068

National Housing System (i)

April 2012 to August 2015

TR + 8.30 % to 12.68%

184,967

156,911

817,457

684,642

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

April 2013

TR + 12%

2,639

3,125

2,639

3,881

 

 

 

1,168,222

1,166,493

1,955,711

1,856,610

 

 

 

 

 

 

Current portion

 

 

478,077

721,788

866,539

1,135,543

Non-current portion

 

 

690,145

444,705

1,089,172

721,067

             

 

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

 

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

 

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

 

Funds from the mentioned CCBs were allocated to develop residential projects. The CCBs contain restrictive covenants related mainly to the leverage and ratios of the Company mentioned on note 12. These covenants were complied with on March 31, 2012.

 

(ii)    On December 5, 2011, the public distribution with restrict efforts of the 2nd issuance of commercial promissory notes was approved in two series, the 1st in the amount of R$150,000 and the 2nd in the amount of R$80,000, totaling R$230,068. As of March 31, 2012, the issuance balance is R$235,628. The issuance count on covenants mainly related to the fulfillment of leverage and ratios of the Company mentioned on note 12. these covenants were complied with on March 31, 2012.

 

Rates

 

·     CDI - Interbank Deposit Certificate

·     TR - Referential Rate

 

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

 

 

Company

Consolidated

Maturity

3/31/2012

12/31/2011

3/31/2012

12/31/2011

2012

430,602

721,788

803,312

1,135,543

2013

214,927

49,208

461,648

215,263

2014

285,926

163,174

388,034

222,693

2015

130,470

126,982

169,846

152,006

2016 onwards

106,297

105,341

132,871

131,105

 

1,168,222

1,166,493

1,955,711

1,856,610

 

 

65

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

 

11. Loans and financing --Continued

 

As of March 31, 2012, the Company and its subsidiaries have credit lines approved and not used for 45 ventures amounting to R$314,656 (Company – not reviewed) and R$1,766,106 (consolidated – not reviewed).

 

Loans and financing are guaranteed by sureties of the Company, mortgage of the units, as well as collaterals of receivables, and the inflow of contracts already signed on future delivery of units amounting to R$2,860,770 as of March 31, 2012 (R$3,806,586 as of December 31, 2011).

 

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

 

Financial expenses of loans, financing and debentures (Note 12) are capitalized at cost of each venture, according to the use of funds, and appropriated to income based on the criterion adopted for recognizing revenue, as shown below. The capitalization rate used in the determination of costs of loans eligible to capitalization was 11.41% at March 31, 2012 (11.61% as of December 31, 2011).

 

 

Company

Consolidated

 

3/31/2012

3/31/2011

3/31/2012

3/31/2011

 

 

 

 

Total financial expenses for the period

59,180

47,189

82,654

97,116

Capitalized financial charges

(13,547)

(18,263)

(20,790)

(41,454)

 

 

 

 

Financial expenses (Note 24)

45,633

28,926

61,864

55,662

 

 

 

 

Financial charges included in “Properties for sale”

 

 

 

 

 

 

 

 

Opening balance (Note 6)

108,450

116,287

221,814

146,541

Capitalized financial charges

13,547

18,263

20,790

41,454

Charges appropriated to income

(20,885)

(25,402)

(42,870)

(37,181)

 

 

 

 

Closing balance (Note 6)

101,112

109,148

199,734

150,814

 

 

66

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

12. Debentures

 

 

 

 

 

Company

Consolidated

Program/placement

Principal - R$

  

Annual interest

Final maturity

3/31/2012

12/31/2011

3/31/2012

12/31/2011

 

 

 

 

 

 

 

Third program / first placement - Fifth placement (i)

250,000

107.20% of CDI

June 2013

260,272

253,592

260,272

253.592

Sixth placement (ii)

100,000

CDI + 1.50%

June 2014

128,454

124,851

128,454

124.851

Seventh placement (iii)

600,000

TR + 10.20%

December 2014

617,579

601,234

617,579

601.234

Eighth placement /first placement (v)

288,427

CDI + 1.95%

October 2015

302,575

293,819

302,575

293.819

Eighth placement /second placement (v)

11,573

IPCA + 7.96%

October 2016

13,119

12,680

13,119

12.680

First placement (Tenda) (iv)

600,000

TR + 8.22%

April 2014

-

-

626,646

613.024

 

 

 

 

1,321,999

1,286,176

1,948,645

1.899.200

 

 

 

 

 

 

 

Current portion

 

 

 

171,716

1,286,176

348,577

1.899.200

Non-Current portion

 

 

1.150.283

-

1,600,068

-

               

 

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

 

 

Company

Consolidated

Maturity

3/31/2012

12/31/2011

3/31/2012

12/31/2011

2012

172,339

1,286,176

349,250

1,899,200

2013

422,486

-

722,301

-

2014

571,267

-

721,187

-

2015

149,355

-

149,355

-

2016 onwards

6,552

-

6,552

-

 

1,321,999

1,286,176

1,948,645

1,899,200

 

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

 

Under the 3rd Debenture Placement Program, the Company placed a series of 25,000 debentures in the total amount of R$250,000.

 

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

 

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

 

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

 

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

 

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

 

As mentioned in Note 4.2, the balance of restricted cash in guarantee to loans in investment funds in the amount of R$334,534 at March 31, 2012 (R$365,765 as of December 31, 2011) is pledged to cover the ratio of restrictive debenture covenants

67

 


 
 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

12. Debentures--Continued 

 

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

 

 

03/31/2012

12/31/2011

Fifth placement (b)

 

 

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

n/a

78.79%

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

2.39 times

n/a

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

n/a

3.48 times

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

34.1%

32.94%

 

 

 

Seventh placement (a)

 

 

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

n/a

3.25 times

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

13.4 times

14.27 times

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

32.8%

31.8%

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

1.75 times

1.74 times

 

 

 

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

 

 

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

10.4 times

14,27 times

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

32.8%

31.8%

 

 

 

First placement – Tenda (a)

 

 

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

n/a

39.35 times

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

-6.7

-6.5

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

-36.92%

-40.83%

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

2.55 times

2.57 times

 

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

(2) EBIT refers to earnings less selling, general and administrative expenses plus other net operating income.(3)   Venture debt and general guarantee debt refer to SFH debts, defined as the sum of all disbursed borrowing contracts which funds were provided by SFH, as well as the debt related to the seventh placement.

(4) Total receivables.

(5) Total inventory.

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

68

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

 

12. Debentures--Continued 

 

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

 

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

 

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

 

6.2.1.

(...)

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

 

Total Receivables + Unappropriated Income + Total Inventory > 1.5

Net Debt + Properties Payable + Unappropriated Cost

 

 

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

 

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

 

69

 


 
 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

12. Debentures--Continued 

 

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

 

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

 

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

                                   Equity

 

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

                       Total Debt

 

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

 

(...)

 

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

 

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

 

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

 

70

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

 

13. Obligations with assignment of receivables

 

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

 

 

Company

Consolidated

 

3/31/2012

12/31/2011

3/31/2012

12/31/2011

 

 

 

 

 

Assignment of receivables:

 

 

 

 

CCI obligation Jun/09 - Note 5(iii)

-

-

19,514

24,791

CCI obligation Jun/11 - Note 5(iv)

43,020

46,283

159,113

169,793

CCI obligation Sep/11 - Note 5(v)

116,487

171,210

125,277

188,191

CCI obligation Dec/11 - Note 5(vi)

37,638

47,505

60,523

72,384

Other

31,064

31,911

52,020

46,812

 

228,209

296,909

416,447

501,971

 

 

 

 

Current portion

31,626

32,567

70,696

70,745

Non-current potion

196,583

264,342

345,751

431,226

 

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

 

 

14. Payables to venture partners

 

 

Company

Consolidated

 

3/31/2012

12/31/2011

3/31/2012

12/31/2011

 

 

 

 

 

Payable to venture partners (a)

200,000

300,000

292,307

401,931

Usufruct of shares (b)

43,510

39,963

71,967

71,255

 

 

 

 

 

243,510

339,963

364,274

473,186

 

 

 

 

Current portion

113,789

139,907

160,981

219,796

Non-current portion

129,721

200,056

203,293

253,390

 

(a)     In relation to the individual financial statements, in January 2008, the Company formed an unincorporated venture (SCP), the main objective of which is to hold interest in other real estate development companies, as mentioned in Note 9 (i) (a). As of March 31, 2012, the SCP received contributions of R$213,084 (represented by 13,084,000 Class A units of interest fully paid-in by the Company and 200,000,000 Class B units of interest from the other venture partners). The SCP will preferably use these funds to acquire equity investments and increase the capital of its investees. As a result of this operation, due to the prudence and considering that the decision to invest or not is made jointly by all members, thus independent from Company management decision, as of March 31, 2012, payables to venture partners were recognized in the amount of R$200,000, maturing on January 31, 2014. The venture partners receive an annual declared dividend substantially equivalent to the variation in the Interbank Deposit Certificate (CDI) rate; as of March 31, 2012, the amount accrued totaled R$3,275. The SCP's charter provides for the compliance with certain covenants by the Company, in its capacity as lead partner, which include the maintenance of minimum indices of net debt and receivables. At a meeting of the venture partners held on February 2, 2012, they decided to reduce the SCP capital by 100,000,000 Class B units and, as consequence of this resolution, the SCP paid R$100,000 to the partners that held such units. As of March 31, 2012, the SCP and the Company is in compliance with these clauses

 

71

 


 
 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

14. Payables to venture partners --Continued

 

On the consolidated financial statements, in April 2010, the subsidiary Alphaville Urbanismo S.A. paid-in the capital of an entity, the main objective is the holding of interest in other companies, which shall have as main objective the development and carrying out of real estate ventures. As of March 31, 2012, this entity subscribed capital and paid-in capital reserve amounting to R$161,720 (comprising 81,719,641 common shares held by the Company and 80,000,000 preferred shares held by other shareholders). As a result of this transaction, due to prudence and taking into consideration the rights to which the holders of preferred shares are entitled, such as payment of fixed dividends and redemption, as of March 31, 2012, payables to investors/venture partners are recognized at R$ 80,000, with final maturity on March 31, 2014. The preferred shares shall pay cumulative fixed dividends, substantially equivalent to the variation of the General Market Prices Index (IGP-M) plus 7.25% p.a. As of March 31, 2012, the balance accrued amounts to R$9,032. The Company’s articles of incorporation sets out that certain matters shall be submitted for approval from preferred shareholders through vote, such as the rights conferred by such shares, increase or reduction in capital, use of profits, set up and use of any profit reserve, and disposal of assets. As of March 31, 2012, the Company is in compliance with the above-described clauses

 

Dividends are reclassified as financial expenses in the financial statements

 

(b)   As part of the funding through issuance of Certificates of Bank Credit– CCB, described in Note 11, the Company and subsidiary AUSA entered into a paid usufructuary agreement in connection with 100% of the preferred shares in SPE-89 Empreendimentos Imobiliários S.A. and Alphaville Ribeirão Preto Empreendimentos Imobiliários S.A., for a period of six years, having raised R$45,000 and R$35,000, respectively, recorded based on the effective interest method of amortization in the statement of operations.

 

 

15. Other obligation

 

 

Company

Consolidated

 

3/31/2012

12/31/2011

3/31/2012

12/31/2011

 

 

 

 

Acquisition of interests

2,286

2,286

19,816

20,560

Provision for penalties for delay in construction works

20,875

12,675

62,397

51,211

Cancelled contract payable

532

3,662

68,473

88,279

FIDC payable (a)

-

-

18,693

2,950

Warranty provision

25,633

25,009

54,730

53,715

Deferred PIS and COFINS

-

-

25,483

26,341

Taxes payable (PIS and COFINS)

5,965

29,596

96,676

110,733

Provision for net capital deficiency (Note 9)

24,611

19,486

-

-

Other liabilities

22,906

42,548

80,295

63,282

 

 

 

 

 

 

102,808

135,262

426,563

417,071

 

 

 

 

 

Current portion

88,691

98,773

237,699

274,214

Non-current portion

14,117

36,489

188,864

142,857

 

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

 

 

16. Provisions for legal claims

 

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

 

72

 


 
 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

16. Provisions for legal claims --Continued

 

In the quarter ended March 31, 2012, the changes in the provision are summarized as follows:

 

Company

Civil claims (i)

Tax claims (ii)

Labor claims (iii)

Total

Balance at December 31, 2011

91,735

1,894

14,968

108,597

Additional provision

1,318

(101)

2,539

3,756

Payment and reversal of provision not used

(497)

-

(3,189)

(3,686)

Balance at March 31, 2012

92,556

1,793

14,318

108,667

 

 

 

 

Current portion

34,911

-

-

34,911

Non-current portion

57,645

1,793

14,318

73,756

 

Consolidated

Civil claims (i)

Tax claims (ii)

Labor claims (iii)

Total

Balance at December 31, 2011

114,177

15,852

39,760

169,789

Additional provision

2,561

-

6,403

8,964

Payment and reversal of provision not used

(4,277)

(201)

(5,055)

(9,533)

Balance at March 31, 2012

112,461

15,651

41,108

169,220

 

 

 

 

 

Current portion

34,911

-

-

34,911

Non-current portion

77,550

15,651

41,108

134,309

 

(a)      Civil, tax and labor claims

 

(i)       As of March 31, 2012, the provisions related to civil claims include R$73,755 related to lawsuits in which the Company is included as successor in enforcement actions and in which the original debtor is a former shareholder of Gafisa, Cimob Companhia Imobiliária (“Cimob”), among other companies. The plaintiff understands that the Company should be liable for the debts of Cimob. Some lawsuits, amounting to R$6,576, are backed by guarantee insurance; in addition, there are judicial deposits amounting to R$59,677, in connection with the restriction of the usage of the Gafisa’s bank account; and there is the restriction referring to the use of Gafisa’s treasury stock to guarantee the enforcement as well.

 

 

73

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

16. Provisions for legal claims --Continued 

 

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

 

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

 

(ii)      Subsidiary AUSA is a party to legal and administrative claims related to Excise Tax (IPI) and State VAT (ICMS) on two imports of aircraft in 2001 and 2005, respectively, under leasing agreements without purchase option. The likelihood of loss in the ICMS case is rated by legal counsel as (i) Probable in regard to the principal and interest, and (ii) Remote in regard to the fine for noncompliance with accessory liabilities. The contingency amount, rated by legal counsel as a probable loss, amounts to R$11,959 and is provisioned at March 31, 2012.

 

(iii)     As of March 31, 2012, the Company was a party to labor lawsuits, which had the most varied characteristics and at various court levels and is awaiting judgment. These claims corresponded to a total maximum risk of R$119,929. Based on the opinion of the Company’s legal counsel and the expected favorable outcome, as well as on the negotiation that shall be made, the provisioned amount is considered sufficient by management to cover expected losses.

 

As of March 31, 2012, the Company and its subsidiaries have judicially deposited the amount of R$93,970 (R$85,702 as of December 31, 2011) in the Company’s interim financial information, and R$119,321 (R$108,436 as of December 31, 2011) in the consolidated interim financial information (Note 7) in connection with the aforementioned legal claims.

 

 

74

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

16. Provisions for legal claims --Continued 

 

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

 

(iv)     Environmental risk

 

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

 

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

 

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

 

In addition, as of March 31, 2012, the Company and its subsidiaries are parties to other lawsuits and civil, labor and tax contingencies. According to the opinion of the legal counsel, the likelihood of loss is rated as possible, in the amount of R$547,861 (R$489,549 as of December 31, 2011), based on average past outcomes adjusted to current estimates, for which the Company’s Management believes it is not necessary to recognize a provision for occasional losses.

 

     

Consolidated

Civil claims

Tax claims

Labor claims

Total

405,656

53,066

89,139

547,861

 

 

 

 

 

75

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

16. Provisions for legal claims --Continued 

 

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

 

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

 

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

 

As described in Note 4, at March 31, 2012, the Company and its subsidiaries have resources approved and recorded as financial investments guaranteed which will be released as ventures progress in the total amount of R$69,754, in the Company’s interim financial information, and R$81,259, in the consolidated interim financial information, to meet these commitments.

 

(c)      Commitments

 

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

 

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

 

(ii)      As of March 31,2012, the Company, through its subsidiaries, has long-term obligations in the amount of R$19,510 (R$24,858 as of December 31, 2011), related to the supply of the raw material used in the development of its real estate ventures.

 

76

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

17. Obligations for purchase of properties and advances from customers

 

 

Company

Consolidated

 

03/31/2012

12/31/2011

03/31/2012

12/31/2011

 

 

 

 

 

Obligations for purchase of properties

147,917

203,284

427,573

493,176

Adjustment to present value

(3,447)

(4,433)

(2,024)

(4,034)

Advances from customers

 

 

 

 

Development and sales - (Note 5(i))

29,493

57,297

141,554

215,042

Barter transaction - Land (Note 6)

25,215

30,111

58,757

83,506

 

 

 

 

 

 

199,178

286,259

625,860

787,690

 

 

 

 

 

Current portion

148,443

232,792

498,193

610,555

Non-current portion

50,735

53,467

127,667

177,135

 

 

18. Equity 

 

18.1.  Capital

 

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

 

In the quarter ended March 31, 2012, there was no change in common shares held in treasury.

 

Treasury shares - 12/31/2011

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%

2,578

1,731

 

(*)   Market value calculated based on the closing share price at March 31, 2012 of R$4.30, not considering volatilities.

 

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

 

77

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

18. Equity --Continued 

 

18.1.  Capital --Continued 

 

 

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

 

 

Common shares - In thousands

December 31, 2011

432,099

Treasury shares

600

Authorized shares at December 31, 2011

432,699

 

 

Authorized shares at March 31, 2012

432,699

 

 

Weighted average shares outstanding

432,099

 

 

18.2.  Allocation of income for the year

 

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

 

 

18.3.  Stock option plan

 

Expenses for granting stocks recorded under the account “general and administrative expenses” (Note 23) in the quarter ended March 31, 2012 and 2011 are as follows:

 

 

03/31/2012

03/31/2011

   

Gafisa

6,034

2,536

Tenda

145

553

 

6,179

3,089

 

 

Alphaville

334

274

 

6,513

3,363

 

 

78

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

18. Equity --Continued 

 

18.3.  Stock option plan--Continued 

 

(i)    Gafisa 

 

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

 

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

 

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

 

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

 

 

3/31/2012

12/31/2011

 

Number of options

Weighted average exercise price (Reais)

Number of options

Weighted average exercise price (Reais)

Options outstanding at the beginning of the year

16,634,974

8.94

8,787,331

11.97

Options granted

-

-

12,855,000

10.60

Options exercised (i)

-

-

(1,184,184)

12.29

Options expired

-

-

(36,110)

8.12

Options forfeited

(2,124,872)

7.94

(3,787,063)

13.88

 

 

 

 

 

Options outstanding at the end of the period

14,510,102

7.36

16,634,974

8.94

 

 

 

 

 

Options exercisable at the end of the year

1,446,103

9.90

1,991,712

9.81

(i)      In the year ended December 31, 2011, the amount received through exercised options was R$4,959. In the period ended March 31, 2012, no amount was received for the exercise of options.

 

79

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

18. Equity --Continued 

 

18.3.  Stock option plan--Continued 

 

(i)    Gafisa--Continued 

 

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

 

 

Reais

 

 

2012

2011

 

 

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

4.57-22.79

4.57-22.79

 

 

Weighted average exercise price at the option grant date

9.03

9.03

 

 

Weighted average market price per share at the grant date

10.03

10.03

 

 

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

4.3

4.12

 

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

 

The dilution percentage at March 31, 2012 was 0.51% corresponding to a loss of R$(0.0728).

 

In the quarter ended March 31, 2012, the Company recognized the amounts of R$6,034 (Company) and R$6,513 (consolidated) (Note 23), as operating expenses. The amounts recognized in the Company are recorded in capital reserve in equity.

 

 

80

 


 
 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

18. Equity --Continued 

 

18.3.  Stock option plan--Continued 

 

(ii)   Tenda 

 

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

 

In the quarter ended March 31, 2012, Tenda recorded stock option plan expenses amounting to R$145 (R$553 as of March 31, 2011).

 

Due to the acquisition by Gafisa of the total shares outstanding issued by Tenda, the stock option plans related to Tenda shares were transferred to Gafisa, responsible for share issuance. As of March 31, 2012, the amount of R$14,203, related to the reserve for granting options of Tenda is recognized under the account “Intercompany” of Gafisa.

 

(iii)  AUSA 

 

Subsidiary AUSA has three stock option plans - the first one launched in 2007.

 

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

 

 

81

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

18. Equity --Continued 

 

18.3.  Stock option plan --Continued

 

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

 

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

 

 

2012

2011

 

Number of

Options

Weighted average
exercise price (Reais)

Number of

options

Weighted average
exercise price (Reais)

Options outstanding at the beginning of the period/year

1,629,000

10.48

1,932,000

8.01

Options granted

-

-

364,000

10.48

Options exercised

-

-

(133,000)

7.81

Options cancelled /sold

-

-

(534,000)

7.61

Options outstanding at the end of the period/year

1,629,000

10.48

1,629,000

10.48

 

The dilution percentage at March 31, 2012 was 0.0005%, corresponding to earnings per share after dilution of R$0.234057 (R$0.234056 before dilution).

 

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

 

AUSA recorded expenses for the stock option plan amounting to R$334 in the quarter ended March 31, 2012 (R$274 in 2011).

 

 

82

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

19. Income and social contribution taxes

 

(i)        Current income and social contribution taxes

 

The reconciliation of the effective tax rate for the quarter ended March 31, 2012 and 2011 is as follows:

 

 

Consolidated

 

3/31/2012

3/31/2011

 

 

 

Loss before income and social contribution taxes, and statutory interest

(4,704)

(55,310)

Income tax calculated at the applicable rate - 34%

1,599

18,806

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

21,655

(1,439)

Tax losses carryforwards (used)

(2,748)

(91)

Stock option plan

(2,214)

1,143

Other permanent differences

(10,337)

3,288

Charges on payables to venture partners

904

6

Tax benefits not recognized

(28,998)

(2,855)

(20,139)

18,858

Effective rate of income and social contribution taxes

-

-

Tax expenses - current

(13,820)

(8,150)

Tax expenses - deferred

(6,319)

27,008

 

(ii)       Deferred income and social contribution taxes

 

The Company recognized tax assets on losses on income and social contribution taxes carryforwards for prior years, which do not have maturity term, and which offset is limited to 30% of annual taxable profit, at the extent the taxable profit is likely to be available for offsetting temporary differences, based on the assumptions and conditions established in the business model of the Company

 

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

 

83

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

19. Income and social contribution taxes --Continued

 

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

 

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

 

 

Company

Consolidated

 

3/31/2012

12/31/2011

3/31/2012

12/31/2011

Assets

 

 

 

 

Provisions for legal claims

36,947

36,923

52,468

57,728

Temporary differences – PIS and COFINS deferred

16,519

17,274

34,443

35,755

Provisions for realization of non-financial assets

10,152

11,981

20,815

31,672

Temporary differences – CPC adjustment

52,271

45,103

78,644

85,865

Other provisions

35,825

41,995

124,249

102,002

Income and social contribution tax loss carryforwards

68,597

69,055

253,270

247,872

Tax credits from downstream acquisition

8,793

8,793

8,793

8,793

Tax benefits not recognized

(150,310)

(150,079)

(372,980)

(343,982)

 

78,794

81,045

199,702

225,705

 

 

 

 

Liabilities

 

 

 

 

Negative goodwill

(90,101)

(90,101)

(95,125)

(95,125)

Temporary differences –CPC adjustment

(15,845)

(14,862)

(15,845)

(14,862)

Differences between income taxed on cash basis

and recorded on an accrual basis

(35,919)

(42,883)

(178,053)

(198,720)

 

(141,865)

(147,846)

(289,023)

(308,707)

 

 

 

 

Total net

(63,071)

(66,801)

(89,321)

(83,002)

 

 

20. Financial instruments

 

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

 

84

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

20. Financial instruments --Continued

 

(i)    Risk considerations

 

a)    Credit risk

 

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

 

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

 

b)    Derivative financial instruments

 

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

 

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

 

 

85

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

20. Financial instruments --Continued 

 

(i)    Risk considerations--Continued 

 

b)    Derivative financial instruments --Continued 

 

As of March 31, 2012, the Company had derivative contracts for hedging purposes in relation to interest fluctuations, with final maturity from December 2011 and June 2017. The derivative contracts are as follows:

 

Consolidated

 

 

Reais

Percentage

Validity

Gain (loss) not realized by derivative instruments - net

Swap agreements (Pre for CDI)

Face value

Original Index

Swap

Beginning

End

3/31/2012

12/31/2011

 

 

 

 

 

 

 

 

Banco Votorantim S.A.

90,000

Fixed 12.1556%

CDI 0.31%

6/15/2011

12/19/2011

-

(16)

Banco Votorantim S.A.

90,000

Fixed 13.0074%

CDI 0.31%

12/19/2011

3/30/2012

-

505

Banco Votorantim S.A.

90,000

Fixed 12.3600

CDI 0.31%

3/30/2012

9/28/2012

1,275

856

Banco Votorantim S.A.

90,000

Fixed 12.7901%

CDI 0.31%

9/28/2012

3/28/2013

1,306

815

Banco Votorantim S.A.

90,000

Fixed 12.0559%

CDI 0.31%

3/28/2013

9/30/2013

665

238

Banco Votorantim S.A.

90,000

Fixed 14.2511%

CDI 2.41%

9/30/2013

3/28/2014

212

117

Banco Votorantim S.A.

67,500

Fixed 12.6190

CDI 0.31%

3/28/2014

9/30/2014

245

251

Banco Votorantim S.A.

67,500

Fixed 15.0964%

CDI 2.41%

9/30/2014

3/30/2015

360

297

Banco Votorantim S.A.

45,000

Fixed 11.3249%

CDI 0.31%

3/30/2015

9/30/2015

(123)

(54)

Banco Votorantim S.A.

45,000

Fixed 14.7577%

CDI 2.41%

9/30/2015

3/31/2016

95

97

Banco Votorantim S.A.

22,500

Fixed 10.7711%

CDI 0.31%

3/31/2016

9/30/2016

(74)

(55)

Banco Votorantim S.A.

22,500

Fixed 17.2387%

CDI 2.41%

9/30/2016

3/30/2017

211

167

Banco Votorantim S.A.

110,000

Fixed 12.3450%

CDI 0.2801%

6/28/2011

12/29/2011

-

112

Banco Votorantim S.A.

110,000

Fixed 13.3385%

CDI 0.2801%

29/12/2011

6/20/2012

1,621

1,316

Banco Votorantim S.A.

110,000

Fixed 12.4481%

CDI 0.2801%

6/20/2012

12/20/2012

1,624

1,074

Banco Votorantim S.A.

110,000

Fixed 12.8779%

CDI 0.2801%

12/20/2012

6/20/2013

1,474

836

Banco Votorantim S.A.

110,000

Fixed 12.1440

CDI 0.2801%

6/20/2013

12/20/2013

612

324

Banco Votorantim S.A.

110,000

Fixed 14.0993%

CDI 1.6344%

12/20/2013

6/20/2014

430

324

Banco Votorantim S.A.

82,500

Fixed 11.4925%

CDI 0.2801%

6/20/2014

12/22/2014

26

19

Banco Votorantim S.A.

82,500

Fixed 13.7946%

CDI 1.6344%

12/22/2014

6/22/2015

174

284

Banco Votorantim S.A.

55,000

Fixed 11.8752%

CDI 0.2801%

6/22/2015

12/21/2015

(6)

(64)

Banco Votorantim S.A.

55,000

Fixed 14.2672%

CDI 1.6344%

12/21/2015

6/20/2016

181

213

Banco Votorantim S.A.

27,500

Fixed 11.1136%

CDI 0.2801%

6/20/2016

12/20/2016

(52)

(45)

Banco Votorantim S.A.

27,500

Fixed 15.1177%

CDI 1.6344%

12/20/2016

6/20/2017

135

124

 

 

 

 

 

 

10,391

7,735

               

 

During the quarter ended March 31, 2012, the amount of R$1,801 in the Company’s interim financial information and R$2,737 in the consolidated interim financial information, related to the net income of the interest swap transaction, was recognized in the “financial income (loss)” line, allowing correlation between the impact of such transactions and interest rate fluctuation on the Company’s balance sheet (Note 24).

 

 

86

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

20. Financial instruments --Continued 

 

(i)    Risk considerations --Continued

 

c)    Interest rate risk

 

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

 

d)    Liquidity risk

 

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

 

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

 

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

 

 

Consolidated

Quarter ended March 31, 2012

Less than

1 year

1 to 3 years

3 to 5 years

More than

5 years

Total

Loans and financing

866,539

811,745

277,427

-

1,955,711

Debentures

348,577

1,445,848

154,220

-

1,948,645

Payables to venture partners

160,981

183,673

19,620

-

364,274

Suppliers

148,965

-

-

-

148,965

 

1,525,062

2,441,266

451,267

-

4,417,595

 

87

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

20. Financial instruments --Continued 

 

(i)    Risk considerations --Continued

 

d)    Liquidity risk --Continued 

 

 

Consolidated

Year ended December

31, 2011

Less than

1 year

1 to 3 years

3 to 5 years

More than

5 years

Total

Loans and financing

1,135,543

437,232

283,835

-

1,856,610

Debentures

1,899,200

-

-

-

1,899,200

Payables to venture partners

219,796

233,771

19,619

-

473,186

Suppliers

135,720

-

-

-

135,720

 

3,390,259

671,003

303,454

-

4,364,716

 

Fair value classification

 

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

 

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

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

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

 

The classification level of fair value for financial instruments measured at fair value through profit or loss of the Company, presented as of March 31, 2012 and December 31, 2011:

 

 

Company

Consolidated

 

Fair value classification

As of March 31, 2012

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

Cash and cash equivalents (Note 4.1)

-

860

-

-

37,358

-

Short-term investments (Note 4.2)

-

110,838

-

-

681,873

-

Derivative financial instruments

-

6,219

-

-

10,391

-

 

 

88

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

20. Financial instruments --Continued 

 

 

Company

Consolidated

 

Fair value classification

As of December 31, 2011

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

Cash and cash equivalents (Note 4,1)

-

1,110

-

-

50,970

-

Short-term investments (Note 4,2)

-

90,962

-

-

846,062

-

Derivative financial instruments

-

4,418

-

-

7,735

-

 

(ii)   Fair value of financial instruments

 

a)    Fair value measurement

 

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

 

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

 

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

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

 

                                                                                                                                                                   

 

 

89

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

20. Financial instruments --Continued 

 

(ii)   Fair value of financial instruments --Continued

 

See the main carrying amounts and fair values of financial assets and liabilities at March 31, 2012 and December 31, 2011:

 

 

Consolidated

 

3/31/2012

12/31/2011

 

Carrying amount

Fair value

Carrying amount

Fair value

 

 

 

 

 

Financial assets

 

 

 

 

Cash and cash equivalents (Note 4.1)

265,265

265,265

137,598

137,598

Short-term investments (Note 4.2)

681,873

681,873

846,062

846,062

Trade account receivable (Note 5)

4,739,719

4,739,719

4,826,448

4,826,448

 

 

 

 

 

Financial liabilities

 

 

 

 

Loans and financing (Note 11)

1,955,711

1,960,091

1,856,610

1,860,995

Debentures (Note 12)

1,948,645

1,957,137

1,899,200

1,907,463

Payables to venture partners (Note 14)

364,274

364,274

473,186

473,186

Suppliers

148,965

148,965

135,720

135,720

 

a)       Risk of debt acceleration

 

As of March 31, 2012, the Company has loans and financing in effect, with restrictive covenants related to cash generation, indebtedness ratio and other. These restrictive covenants have been complied with by the Company and do not limit its ability to conduct its business as usual.

 

b)       Market risk

 

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

 

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

 

90

 


 
 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

20. Financial instruments --Continued 

 

(ii)   Fair value of financial instruments --Continued

 

b)    Market risk --Continued

 

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

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

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

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

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

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

·  The opportunities for development may decrease.

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

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

91

 


 
 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

20. Financial instruments --Continued 

 

(ii)   Fair value of financial instruments --Continued

 

b)         Market risk --Continued

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

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

 

(iii)   Capital stock management

 

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

 

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

 

There were no changes in objectives, policies or procedures during the quarter ended March 31, 2012.

 

The Company included in its net debt structure: loans and financing, debentures and payables to venture partners less cash and cash equivalents and short-term investments (cash and cash equivalents, short-term investments and restricted cash in guarantee to loans):

 

 

Company

Consolidated

 

3/31/2012

12/31/2011

3/31/2012

12/31/2011

 

 

 

Loans and financing (Note 11)

1,168,222

1,166,493

1,955,711

1,856,610

Debentures (Note 12)

1,321,999

1,286,176

1,948,645

1,899,200

Assignment of receivables (Note 13)

228,209

296,909

416,447

501,971

Payables to venture partners (Note 14)

243,510

339,963

364,274

473,186

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

(120,489)

(123,188)

(947,138)

(983,660)

Net debt

2,841,451

2,966,353

3,737,939

3,747,307

Equity

2,623,137

2,648,473

2,728,496

2,747,094

Equity and net debt

5,464,588

5,614,826

6,466,435

6,494,401

 

92

 


 
 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

20. Financial instruments --Continued 

 

(iv)  Sensitivity analysis

 

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

 

At March 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);

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

 

To the sensitivity analysis of the interest rates of investments, loans and accounts receivables, the Company considered the CDI rate at 9.66%, the TR at 1.40%, the INCC rate at 8.10%, the General Market Prices Index (IGP-M) at 3.23% and the National Consumer Price Index – Extended (IPCA) at 5.24%.

The scenarios considered were as follows:

 

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

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

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

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

 

93

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

20. Financial instruments --Continued 

 

(iv)  Sensitivity analysis--Continued 

 

At March 31, 2012:

 

   

Scenario

   

I

II

III

IV

Instrument

Risk

High 50%

High 25%

Drop 25%

Drop 50%

 

       

Short-term investments

High/drop of CDI

20,523

10,262

(10,262)

(20,523)

Loans and financing

High/drop of CDI

(50,018)

(25,009)

25,009

50,018

Debentures

High/drop of CDI

40,027

20,013

(20,013)

(40,027)

Payables to partners

High/drop of CDI

(8,953)

(4,477)

4,477

8,953

SWAP

High/drop of CDI

(14,996)

(7,906)

8,827

18,742

 

 

 

 

 

Net effect of CDI variation

 

(13,417)

(7,117)

8,038

17,163

 

 

 

 

 

Loans and financing

High/drop of TR

(5,680)

(2,840)

2,840

5,680

Debentures

High/drop of TR

(8,617)

(4,308)

4,308

8,617

 

 

 

 

 

Net effect of TR variation

 

(14,297)

(7,148)

7,148

14,297

 

 

 

 

 

Loans and financing

High/drop of IPCA

(327)

(163)

163

327

 

 

 

 

 

Net effect of IPCA variation

 

(327)

(163)

163

327

 

 

 

 

 

Trade accounts receivable

High/drop of INCC

177,673

88,836

(88,836)

(177,673)

Inventory

High/drop of INCC

81,799

40,899

(40,899)

(81,799)

Assignment of receivables

High/drop of INCC

(4,367)

(2,183)

2,183

4,367

 

 

 

 

 

Net effect of INCC variation

 

255,105

127,552

(127,552)

(255,105)

 

 

 

 

 

Assignment of receivables

High/drop of IGP-M

(3,007)

(1,504)

1,504

3,007

 

 

 

 

 

Net effect of IGP-M variation

 

(3,007)

(1,504)

1,504

3,007

 

94

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

21. Related parties

 

21.1.  Balances with related parties

 

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

 

 

Company

Consolidated

Current account

3/31/2012

12/31/2011

3/31/2012

12/31/2011

 

 

 

 

Assets

 

 

 

 

Current account (c): 

 

 

 

 

Total SPEs

18,860

34,162

75,270

50,694

Thirty party’s works (a)

21,836

33,513

22,259

33,513

Loan receivable (d)

65,686

59,066

111,481

104,059

Dividends receivable

50,471

50,471

-

-

 

156,853

177,212

209,010

188,266

 

 

 

 

Current portion

91,167

118,146

97,529

84,207

Non-current portion

65,686

59,066

111,481

104,059

 

 

 

 

Liabilities

 

 

 

 

Current account (c): 

 

 

 

 

Condominium and consortia (b) 

(42,898)

(30,586)

(42,898)

(30,717)

Purchase/sale of interests

-

-

(34,345)

(25,000)

Total SPEs

(313,601)

(167,611)

(37,994)

(42,220)

 

(356,499)

(198,197)

(115,237)

(97,937)

 

 

 

 

Current portion

(356,499)

(198,197)

(115,237)

(97,937)

Non-current portion

-

-

-

-

 

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

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

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

 

 

95

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

21. Related parties --Continued

 

21.1.  Balances with related parties --Continued

 

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

 

 

Consolidated

   
 

3/31/2012

12/31/2011

Nature

Interest rate

 

   

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

9,957

9,389

Construction

12% p.a. fixed rate + IGPM

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

9,712

7,276

Construction

12% p.a. fixed rate + IGPM

Gafisa SPE 65 Emp. Imobiliários Ltda.

2,043

1,636

Construction

3% p.a. fixed rate + CDI

Gafisa SPE-46 Emp. Imobiliários Ltda.

648

860

Construction

12% p.a. fixed rate + IGPM

Gafisa SPE-73 Emp. Imobiliários Ltda.

3,658

3,443

Construction

12% p.a. fixed rate + IGPM

Gafisa SPE-71 Emp. Imobiliários Ltda.

2,433

2,119

Construction

3% p.a. fixed rate + CDI

Gafisa SPE- 76 Emp. Imobiliários Ltda.

12

11

Construction

4% p.a. fixed rate + CDI

Acquarelle - Civilcorp Incorporações Ltda.

984

946

Construction

12% p.a. fixed rate + IGPM

Manhattan Residencial I

36,055

29,541

Construction

10% p.a. fixed rate + TR

Manhattan Comercial I

13

2,622

Construction

10% p.a. fixed rate + TR

Manhattan Residencial II

116

113

Construction

10% p.a. fixed rate + TR

Manhattan Comercial II

55

54

Construction

10% p.a. fixed rate + TR

Target

-

1,056

Construction

IGPM + 12% p.a.

Total Company

65,686

59,066

   

 

 

 

 

 

Fit Jardim Botanico SPE Emp. Imob. Ltda.

16,650

16,429

Construction

113.5% of 126.5% of CDI

Fit 09 SPE Emp. Imob. Ltda.

5,807

5,585

Construction

120% of 126.5% of CDI

Fit 08 SPE Emp. Imob. Ltda.

922

875

Construction

110.65% of 126.5% of CDI

Fit 19 SPE Emp. Imob. Ltda.

3,977

3,977

Construction

113.5% of 126.5% of CDI

Acedio SPE Emp. Imob. Ltda.

2,994

2,908

Construction

113.5% of 126.5% of CDI

Ac Participações Ltda.

1,301

1,251

Construction

12% p.a. fixed rate + IGPM

Jardins da Barra Desenv. Imob. Ltda. 

4,513

4,800

Construction

6% p.a. fixed rate

Fit Roland Garros Emp. Imob. Ltda.

4,461

4,461

Construction

-

Other

5,170

4,707

Construction

Several

Total consolidated

111,481

104,059

 

 

 

In the period ended March 31, 2012 the recognized financial income from interest on loans amounted to R$1,838 (R$1,073 in 2011) in the Company’s interim financial information and R$2,449 (R$1,640 in 2011) in the consolidated interim financial information (Note 24).

 

The information regarding management transactions and compensation is described in Note 25.

 

 

96

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

21. Related parties --Continued 

 

21.2.  Endorsements, guarantees and sureties

 

The financial transactions of the wholly-owned subsidiaries or special purpose entities of the Company have the endorsement or surety in proportion to the interest of the Company in the capital stock of such companies, except for certain specific cases in which the Company provides guarantees for its venture partners which amounted to R$1,567,207 as of March 31, 2012.

 

 

22. Net operating revenue

 

 

Company

Consolidated

 

3/31/2012

3/31/2011

3/31/2012

3/31/2011

 

 

 

 

Gross operating revenue

 

 

 

 

Real estate development, sale and barter transactions

355,046

257,894

1,004,299

783,830

Taxes on sale of real estate and services

(42,024)

(22,982)

(76,466)

(53,082)

Net operating revenue

313,022

234,912

827,833

730,748

 

 

23. Costs and expenses by nature

 

These are represented by the following

 

 

Company

Consolidated

 

3/31/2012

3/31/2011

3/31/2012

3/31/2011

Cost of real estate development and sale:

 

 

 

 

Construction cost

165,384

146,744

572,512

488,031

Land cost

43,529

30,163

77,410

64,564

Development cost

8,042

9,256

25,822

23,352

Capitalized financial charges

20,885

25,402

42,869

37,181

Maintenance / warranty

5,640

562

7,641

2,460

 

243,480

212,127

726,254

615,588

 

 

97

 


 

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Gafisa S.A.

 

Notes to the individual and consolidated interim financial information

March 31, 2012

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

 

 

23. Costs and expenses by nature --Continued

 

 

Company

Consolidated

 

3/31/2012

3/31/2011

3/31/2012

3/31/2011

Commercial expenses:

 

 

 

 

Marketing expenses

9,718

9,279

25,420

28,512

Brokerage and sale commission

9,319

8,898

24,378

21,551

Institutional marketing expenses

1,353

1,292

3,540

3,970

Customer Relationship Management expenses

1,230

1,175

3,218

3,609

Other

738

704

1,930

2,165

 

22,358

21,348

58,486

59,807

 

 

 

 

General and administrative expenses:

 

 

 

 

Salaries and payroll charges

11,591

11,130

35,792

27,192

Employee benefits

778

815

2,433

2,925

Travel and utilities

1,065

758

5,225

2,890

Services

3,779

2,260

9,255

6,075

Rents and condominium fees

1,276

1,112

3,582

2,572

IT

1,088

1,498

2,857

3,940

Stock option plan (Note 18.3)

6,034

2,536

6,513

3,363

Reserve for profit sharing (Note 25 (iii))

6,250

-

13,327

2,133

Other

1,130

1,189

-

5,217

 

32,991

21,298

78,984

56,307

 

 

24. Financial income

 

 

Company

Consolidated

 

3/31/2012

3/31/2011

3/31/2012

3/31/2011

Financial income

 

 

 

 

Income from financial investments

2,098

9,947

11,456

17,656

Financial income on loan (Note 21)

1,838

1,073

2,449

1,640

Other interest income

158

31

761

1,068

Other financial income

77

90

5,023

4,300

4,171

11,141

19,689

24,664

Financial expenses (Note 11)

 

 

 

 

Interest on funding, net of capitalization

(44,183)

(23,838)

(41,862)

(41,244)

Amortization of debenture cost

(866)

(628)

(912)

(711)

Payables to venture partners

-

-

(8,251)

(8,187)

Banking expenses

(449)

(2,187)

(1,566)

(4,468)

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

1,801

-

2,737

-

Other financial expenses

(1,936)

(2,273)

(12,010)

(1,052)

 

(45,633)

(28,926)

(61,864)

(55,662)

 

 

98

 


 

A free translation from Portuguese into English of individual interim and consolidated financial information

Gafisa S.A.

Notes to the individual and consolidated interim financial information
March 31, 2012
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

25. Transactions with management and employees

 

(i)    Management compensation

 

The amounts recorded in the account “general and administrative expenses” in the period ended March 31, 2012 related to the compensation of the Company’s key management personnel are as follows:

 

Period ended March 31, 2012

Board of Directors

Fiscal Council

Statutory Board

Total

 

     

 

Number of members

9

3

6

18

Annual fixed compensation (in R$ thousand)

420

34

842

1,296

Salary / Fees

420

34

790

1,244

Direct and indirect benefits

-

-

52

52

Other

-

-

-

-

Variable compensation (in R$ thousand)

-

-

-

-

Bonus

-

-

-

-

Profit sharing

-

-

-

-

Post-employment benefits

-

-

-

-

Share-based payment

-

-

-

-

Monthly compensation (in R$ thousand)

35

11

281

327

Total compensation

420

34

842

1,296

 

 

The Annual Shareholders’ Meeting of the Company will be held on May 11, 2012, and one of the items in its agenda is the proposal for setting the aggregate compensation of the key management personnel at R$17,042 for the period corresponding from January to December 2012.

 

 

99

 

A free translation from Portuguese into English of individual interim and consolidated financial information

Gafisa S.A.

Notes to the individual and consolidated interim financial information
March 31, 2012
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

25.
Transactions with management and employees --Continued

 

(ii)   Commercial operations

 

In the quarter ended March 31, 2012, no commercial operations were carried out by units sold to the Management and the total receivable is R$4,668 thus far.

 

(iii)   Profit sharing

 

The Company has a profit sharing plan that entitles its employees and those of its subsidiaries to participate in the distribution of profits of the Company that is tied to a stock option plan and the achievement of specific targets, established and agreed-upon at the beginning of each year. The recognition of the provision for the Company bonus takes into consideration two metrics: (1) generation of cash from operations and (2) indebtedness ratio (net debt / equity). As of March 31, 2012, the Company recorded a provision for profit sharing amounting to R$6,250 in the Company’s interim financial information and R$13,327 in the consolidated interim financial information (R$2,133 in 2011) under the account “general and administrative expenses” (Note 23).

 

 

26. Insurance 

 

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

 

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

 

100

 


 

A free translation from Portuguese into English of individual interim and consolidated financial information

Gafisa S.A.

Notes to the individual and consolidated interim financial information
March 31, 2012
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

27. Loss per share

 

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

 

 

 

 

 

3/31/2012

3/31/2011

(restated)

Basic numerator

 

 

Loss

(31,515)

(43,292)

 

 

 

Basic denominator (in thousands of shares)

 

 

Weighted average number of shares (i)

432,099

431,677

 

 

 

Basic loss per share = R$

(0.0729)

(0.1003)

 

 

 

Diluted numerator

 

 

Loss

(31,515)

(43,292)

 

 

 

Diluted denominator (in thousands of shares)

 

 

Weighted average number of shares

432,099

431,677

Stock options

2,566

1,729

Antidilutive effect

(2,566)

(1,729)

 

 

 

Weighted average number of shares

432,099

431,677

 

 

 

Diluted loss per share - R$

(0.0729)

(0.1003)

 

 

28. Segment information

 

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

 

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

 

101

 

A free translation from Portuguese into English of individual interim and consolidated financial information

Gafisa S.A.

Notes to the individual and consolidated interim financial information
March 31, 2012
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

28. Segment information
--Continued

 

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

 

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

 

 

     

Consolidated

 

Gafisa S.A. (i)

Tenda

AUSA

2012

Net operating revenue

487,579

316,284

123,870

927,833

Operating costs

(379,095)

(287,795)

(59,364)

(726,254)

 

 

 

 

Gross income

108,484

28,589

64,506

201,579

 

 

 

 

Depreciation and amortization

(15,264)

(2,527)

(542)

(18,333)

Financial expenses

(42,413

(8,120)

(11,331)

(61,864)

Financial income

7,967

8,590

3,132

19,689

Tax expenses

(13,370)

(5,032)

(1,737)

(20,139)

 

 

 

 

Net income (loss) for the period

(22,411)

(30,730)

21,626

(31,515)

 

 

 

 

Customers (short and long term)

2,742,498

1,461,731

535,490

4,739,719

Inventories (short and long term)

1,373,115

1,145,832

249,009

2,767,956

Other assets

727,268

934,805

197,930

1,913,652

 

 

 

 

Total assets

4,842,882

3,542,368

982,429

9,367,678

 

 

102

 

A free translation from Portuguese into English of individual interim and consolidated financial information

Gafisa S.A.

Notes to the individual and consolidated interim financial information
March 31, 2012
(Amounts in thousands of Brazilian Reais, except as otherwise stated)

 

28. Segment information --Continued 

 

 

     

Consolidated

 

Gafisa S.A. (i)

Tenda

AUSA

3/31/2011

(restated

Net operating revenue

383,092

234,032

113,624

730,748

Operating cost

(337,669)

(224,275)

(53,644)

(615,588)

 

 

 

 

Gross income

45,423

9,757

59,980

115,160

 

 

 

 

Depreciation and amortization

(8,380)

(3,697)

(288)

(12,365)

Financial expenses

(41,906)

(4,057)

(9,699)

(55,662)

Financial income

15,871

6,300

2,493

24,664

Tax expenses

1,524

20,162

(2,828)

18,858

 

 

 

 

Net income (loss) for the period

(44,065)

(26,185)

26,958

(43,292)

 

 

 

 

Customers (short and long term)

2,934,522

1,865,709

382,383

5,182,614

Inventories (short and long term)

1,425,812

739,791

200,434

2,366,037

Other assets

1,150,171

562,367

105,301

1,817,839

 

 

 

 

Total assets

5,510,505

3,167,867

688,118

9,366,490

 

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

 

29. Subsequent events

 

a)     Default on the CCB restrictive covenants and waiver

 

In April 2012, the Company was in default on the restrictive covenants of a CCB in the amount of R$100,000 because of the corporate rating downgrading. Immediately thereafter, the Company negotiated and obtained from the financial institution a waiver related to early redemption in view of the non-compliance of the contractual covenant.

 

b)     Annual Shareholders’ Meeting of the subsidiary Construtora Tenda S.A.

 

On April 27, 2012, the Annual Shareholders’ Meeting of the subsidiary Tenda was held, in which the following main resolutions were taken: (i) approval of the financial statements for the year ended December 31, 2011; (ii) election of members to the Board of Directors and to the Fiscal Council; and (iii) setting of the annual aggregate amount to be distributed among its key management personnel and fiscal council members.

 

 

103

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Comments on Company’s Business Projections

 

OUTLOOK 

With the introduction of a new strategy and organizational structure, Gafisa is already making progress toward achieving its 2012 guidance. Launches for 2012 are expected to be between R$2.7 and R$3.3 billion, reflecting a new, more targeted regional focus and the deliberate slowdown of the Tenda business. Gafisa should represent 50%, Tenda 10% and AlphaVille 40% of launches. For the first quarter of 2012, the Gafisa Group launched R$464 million.

 

The Gafisa Group plans to deliver between 22,000 and 26,000 units in 2012 of which 30% will be delivered by Gafisa, 50% by Tenda and the remaining 20% by AlphaVille. During the first quarter of 2012, the Company delivered 6,165 units and transferred 2,793 Tenda units to financial institutions.

 

Finally, the Company expects to generate between R$500 million and R$700 million in operating cash flow for the full year of 2012. At March 31, 2012, the Company had R$947 million in cash and cash equivalents. The key drivers of cash flow generation include: (i) our ability to deliver units at Gafisa; (ii) the transfer of Tenda units to financial institutions; (iii) the sale of inventory; (iv) the securitization of receivables; (v) the sale of non-strategic land.

 

104

 


 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Other information deemed relevant by the Company

 

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

 

03/31/2012

 

As of March 31, 2012, there is no shareholder holding more than 5% of the voting capital.

 

 

03/31/2012

     
 

Common shares

     

Shareholder

Shares

%

     

Treasury shares

599,486

0.14%

     

Outstanding shares

432,100,073

99.86%

     

Total shares

432,699,559

100.00%

 

03/31/2011

 

   

03/31/2011

       
   

Common shares

       

Shareholder

Country

Shares

%

       

Treasury shares

 

599,486

0.14%

       

Other

 

431,384,231

99.86%

       

Total shares

 

431,983,717

100.00%

 

 

105

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

 

Other information deemed relevant by the Company --Continued 

 

2.     SHARES HELD BY PARENT COMPANIES, MANAGEMENT AND BOARD

 

 

03/31/2012

     
 

Common shares

     
 

Shares

%

     

Shareholders holding effective controlo f the Company

-

0.00%

Board of Directors

1,281,546

0.30%

Executive directors

1,051,684

0.24%

Fiscal council

-

0.00%

     

Executive control, board members, officers and fiscal council

2,333,230

0.54%

     

Treasury shares

599,486

0.14%

     

Outstanding shares in the market (*)

432,100,073

99.86%

     

Total shares

432,699,559

100.00%

     
 

03/31/2011

     
 

Common shares

     
 

Shares

%

     

Board of Directors

3,033,493

0.70%

Executive directors

2,167,382

0.50%

Fiscal council

-

0.00%

     

Executive control, board members, officers and fiscal council

5,200,875

1.20%

     

Treasury shares

599,486

0.14%

     

Outstanding shares in the market (*)

431,384,231

99.86%

     

Total shares

431,983,717

100.00%

     

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

 

 

106

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

 

Other information deemed relevant by the Company --Continued 

 

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.

 

 

 

107

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

Reports and statements \ Management statement of interim financial information

 

 

Management statement of interim financial information

 

STATEMENT

 

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

 

i)                 Management has reviewed, discussed and agreed with the auditor’s conclusion expressed on the report on review interim financial Information for the quarter ended March 31, 2012; and

 

ii)                Management has reviewed and agreed with the interim information for the quarter ended March 31, 2012.

 

Sao Paulo, May 7, 2012

 

GAFISA S.A.

 

Management

 

 

 

108

 

A free translation from Portuguese into English of individual interim and consolidated financial information

 

 

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 quarter ended March 31, 2012; and

 

ii)                Management has reviewed and agreed with the interim information for the quarter ended March 31, 2012.

 

Sao Paulo, May 7, 2012

 

GAFISA S.A.

 

Management

 

 

 

109

 

 

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: May 24, 2012
 
Gafisa S.A.
 
By:
/s/ Alceu Duílio Calciolari

 
Name:   Alceu Duílio Calciolari
Title:     Chief Executive Officer and Investor Relations Officer