gfaitr3q14_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 November, 2014

(Commission File No. 001-33356),

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


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



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

Form 20-F ___X___ Form 40-F ______



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


Yes ______ No ___X___

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

Yes ______ No ___X___

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

Yes ______ No ___X___

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


 
 

 

 

 

 

 

Gafisa S.A.

Quarterly information

September 30, 2014

(A free translation of the original report in Portuguese as published in

Brazil containing Quarterly Information (ITR) prepared in

accordance with accounting practices adopted in Brazil)

 

 

 


 
 

 

Report on the review of quarterly information - ITR

 

 

To the Shareholders, Board of Directors and Officers

Gafisa S.A.

São Paulo, SP

 

 

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

 

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

 

Scope of review

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

 

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

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

 

 

 

 

 

 

 

 

 

 


 
 

 

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

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

Emphasis of matter

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

 

Other matters

Statements of value added

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

 

 

São Paulo, November 7th, 2014

KPMG Auditores Independentes

CRC 2SP014428/O-6

Original report in Portuguese signed by

Giuseppe Masi

Accountant CRC 1SP176273/O-7

 

 

 


 
 

 

Company data

 

 

Capital Composition

1

Individual financial statements

 

 

Balance sheet - Assets

2

 

Balance sheet - Liabilities

3

 

Statement of income

4

 

Statement of comprehensive income (loss)

5

 

Statement of cash flows

6

 

Statements of changes in Equity

 

 

 

1/1/2014 to 9/30/2014

7

 

 

1/1/2013 to 9/30/2013

8

 

Statement of value added

9

Consolidated Financial Statements

 

 

Balance sheet - Assets

10

 

Balance sheet Liabilities

11

 

Statement of income

12

 

Statement of comprehensive income (loss)

13

 

Statement of cash flows

14

 

Statements of changes in Equity

 

 

 

1/1/2014 to 9/30/2014

15

 

 

1/1/2013 to 9/30/2013

16

 

Statement of value added

17

Comments on performance

18

Notes to interim financial information

60

Comments on Company’s Business Projections

119

Other information deemed relevant by the Company

120

Reports and statements

 

 

Report on review of interim financial information

123

 

Management statement of interim financial information

125

 

Management statement on the report on review of interim financial information

126

 

 

 

 

 

 


 
 

 

COMPANY DATA/ CAPITAL COMPOSITION

   

Number of shares

(in thousands)

CURRENT QUARTER 9/30/2014

Paid-in Capital

 

Commom

435,559

Preferred

-

Total

435,559

Treasury shares

 

Commom

30,289

Preferred

-

Total

30,289

 

 

1


 
 

 

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

       

CODE

DESCRIPTION

ACTUAL QUARTER 9/30/2014

PRIOR YEAR 12/31/2013

1

Total Assets

6,663,217

6,823,205

1.01

Current Assets

2,890,237

3,312,510

1.01.01

Cash and cash equivalents

62,306

39,032

1.01.01.01

Cash and banks

13,517

11,940

1.01.01.02

Securities purchased under agreement to resell

48,789

27,092

1.01.02

Short-term investments

764,159

1,241,026

1.01.03

Accounts receivable

804,177

1,034,833

1.01.03.01

Trade accounts receivable

804,177

1,034,833

1.01.03.01.01

Receivables from clients of developments

790,211

1,005,840

1.01.03.01.02

Receivables from clients of construction and services rendered

13,966

28,993

1.01.04

Inventories

1,069,935

780,867

1.01.07

Prepaid expenses

11,281

21,440

1.01.08

Other current assets

178,379

195,312

1.01.08.01

Non current assets for sale

8,147

7,064

1.01.08.03

Other

170,232

188,248

1.01.08.03.01

Other accounts receivable and other

5,844

15,749

1.01.08.03.02

Derivative financial instruments

-

183

1.01.08.03.03

Receivables from related parties

164,388

172,316

1.02

Non current assets

3,772,980

3,510,695

1.02.01

Non current assets

795,879

772,600

1.02.01.03

Accounts receivable

250,585

182,069

1.02.01.03.01

Receivables from clients of developments

250,585

182,069

1.02.01.04

Inventories

301,101

337,265

1.02.01.06

Deferred taxes

49,099

49,099

1.02.01.06.01

Deferred income tax and social contribution

49,099

49,099

1.02.01.09

Other non current assets

195,094

204,167

1.02.01.09.03

Other accounts receivable and other

119,105

105,895

1.02.01.09.04

Receivables from related parties

75,989

98,272

1.02.02

Investments

2,915,578

2,679,833

1.02.02.01

Interest in associates and affiliates

2,800,857

2,559,393

1.02.02.01.02

Interest in subsidiaries

2,800,857

2,468,337

1.02.02.01.04

Other investments

-

91,056

1.02.02.02

Interest in subsidiaries

114,721

120,440

1.02.02.02.01

Interest in subsidiaries - goodwill

114,721

120,440

1.02.03

Property and equipment

21,985

12,239

1.02.03.01

Operation property and equipment

21,985

12,239

1.02.04

Intangible assets

39,538

46,023

1.02.04.01

Intangible assets

39,538

46,023

                                                                                                                                                                        

2


 
 

 

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

       

CODE

DESCRIPTION

ACTUAL QUARTER 9/30/2014

PRIOR YEAR 12/31/2013

2

Total Liabilities

6,663,217

6,823,205

2.01

Current liabilities

1,853,035

1,925,787

2.01.01

Social and labor obligations

50,374

59,330

2.01.01.02

Labor obligations

50,374

59,330

2.01.01.02.01

Salaries, payroll charges and profit sharing

50,374

59,330

2.01.02

Suppliers

49,909

51,415

2.01.02.01

Local suppliers

49,909

51,415

2.01.03

Tax obligations

29,142

115,775

2.01.03.01

Federal tax obligations

29,142

115,775

2.01.04

Loans and financing

662,376

730,318

2.01.04.01

Loans and financing

381,272

376,047

2.01.04.02

Debentures

281,104

354,271

2.01.05

Other obligations

963,268

896,830

2.01.05.01

Payables to related parties

517,627

202,175

2.01.05.02

Other

445,641

694,655

2.01.05.02.01

Declared dividends

32,945

150,067

2.01.05.02.04

Obligations for purchase of real estate and advances from customers

263,358

284,366

2.01.05.02.05

Other obligations

119,100

101,296

2.01.05.02.06

Payables to venture partners

7,297

108,742

2.01.05.02.07

Obligations assumed on the assignment of receivables

22,548

50,184

2.01.05.02.08

Derivative financial instruments

393

-

2.01.06

Provisions

97,966

72,119

2.01.06.01

Tax, labor and civel lawsuits

97,966

72,119

2.01.06.01.01

Tax lawsuits

218

163

2.01.06.01.02

Labor lawsuits

41,282

31,564

2.01.06.01.04

Civel lawsuits

56,466

40,392

2.02

Non current liabilities

1,703,266

1,706,694

2.02.01

Loans and financing

1,529,262

1,530,523

2.02.01.01

Loans and financing

818,451

873,137

2.02.01.01.01

Loans and financing in local currency

818,451

873,137

2.02.01.02

Debentures

710,811

657,386

2.02.02

Other obligations

113,286

108,691

2.02.02.02

Other

113,286

108,691

2.02.02.02.03

Obligations for purchase of real estate and advances from customers

45,731

35,729

2.02.02.02.04

Other liabilities

39,208

38,151

2.02.02.02.05

Payables to venture partners

7,145

10,794

2.02.02.02.06

Obligations assumed on the assignment of receivables

16,521

24,017

2.02.02.02.07

Derivative financial instruments

4,681

-

2.02.04

Provisions

60,718

67,480

2.02.04.01

Tax, labor and civel lawsuits

60,718

67,480

2.02.04.01.04

Civel lawsuits

60,718

67,480

2.03

Equity

3,106,916

3,190,724

2.03.01

Capital

2,740,662

2,740,662

2.03.02

Capital Reserves

-51,901

-18,687

 

3


 
 

 

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

CODE

DESCRIPTION

ACTUAL QUARTER 9/30/2014

PRIOR YEAR 12/31/2013

2.03.02.04

Granted options

139,028

125,600

2.03.02.05

Treasury shares

-109,048

-73,070

2.03.02.07

Reserve for expenditure swith public offering

-71,217

-71,217

2.03.02.08

Income from treasury shares transfer

-10,664

-

2.03.04

Income Reserve

468,749

468,749

2.03.04.01

Legal Reserve

31,593

31,593

2.03.04.02

Statutory Reserve

437,156

437,156

2.03.05

Accumulated losses/profit

-50,594

-

 

4


 
 

 

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

           

CODE

DESCRIPTION

ACTUAL QUARTER 7/1/2014 to 9/30/2014

YEAR TO DATE
1/1/2014 to 9/30/2014

SAME QUARTER FROM PREVIOUS YEAR
7/1/2013 to 9/30/2013

YEAR TO DATE FROM PREVIOUS YEAR

1/1/2013 to 9/30/2013

3.01

Gross Sales and/or Services

267,777

784,855

298,783

898,550

3.01.01

Revenue from real estate development

293,813

864,232

329,801

986,571

3.01.03

Taxes on real estate sales and services

-26,036

-79,377

-31,018

-88,021

3.02

Cost of sales and/or services

-191,081

-543,093

-168,001

-596,713

3.02.01

Cost of real estate development

-191,081

-543,093

-168,001

-596,713

3.03

Gross profit

76,696

241,762

130,782

301,837

3.04

Operating expenses/income

-63,980

-250,626

-96,326

-292,866

3.04.01

Selling expenses

-17,415

-55,719

-23,746

-85,301

3.04.02

General and administrative expenses

-33,293

-95,879

-30,109

-90,588

3.04.05

Other operating expenses

-22,147

-79,639

-31,621

-68,517

3.04.05.01

Depreciation and amortization

-7,206

-27,923

-15,266

-29,792

3.04.05.02

Other operating expenses

-14,941

-51,716

-16,355

-38,725

3.04.06

Equity pick-up

8,875

-19,389

-10,850

-48,460

3.05

Income (loss) before financial results and income taxes

12,716

-8,864

34,456

8,971

3.06

Financial

-15,244

-29,377

-41,351

-119,001

3.06.01

Financial income

18,533

 

8,077

23,281

3.06.02

Financial expenses

-33,777

-99,547

-49,428

-142,282

3.07

Income before income taxes

-2,528

-38,241

-6,895

-110,030

3.08

Income and social contribution taxes

-7,426

-12,353

-

-

3.08.01

Current

-7,426

-12,353

-

-

3.09

Income (loss) from continuing operation

-9,954

-50,594

-6,895

-110,030

3.10

Income (loss) from discontinuing operation

-

-

22,672

56,191

3.10.01

Income (loss) from discontinuing operation

-

-

22,672

56,191

3.11

Income (loss) for the period

-9,954

-50,594

15,777

-53,839

3.99

Earnings per share

 

 

 

 

3.99.01

Basic earnings per share

 

 

 

 

3.99.01.01

ON

-0.0246

-0.1248

0.0368

-0.1259

3.99.02

Diluted earnings per share

 

 

 

 

3.99.02.01

ON

-0.0246

-0.1248

0.0358

-0.1259

 

5


 
 

 

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

           

CODE

DESCRIPTION

ACTUAL QUARTER 7/1/2014 to 9/30/2014

YEAR TO DATE
1/1/2014 to 9/30/2014

SAME QUARTER FROM PREVIOUS YEAR
7/1/2013 to 9/30/2013

YEAR TO DATE FROM PREVIOUS YEAR

1/1/2013 to 9/30/2013

4.01

Income (loss) for the period

-9,954

-50,594

15,777

-53,839

4.03

Comprehensive income (loss) for the period

-9,954

-50,594

15,777

-53,839

 

6


 
 

 

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

       

CODE

DESCRIPTION

ACTUAL QUARTER 9/30/2014

PRIOR YEAR 9/30/2013

6.01

Net cash from operating activities

-90,439

78,305

6.01.01

Cash generated in the operations

126,387

79,420

6.01.01.01

Loss before income and social contribution taxes

-38,241

-110,030

6.01.01.02

Stock options expenses

27,265

13,611

6.01.01.03

Unrealized interest and finance charges, net

30,868

39,439

6.01.01.04

Depreciation and amortization

27,923

29,792

6.01.01.05

Decrease of permanent assets

246

10,707

6.01.01.06

Provision for legal claims

40,420

32,772

6.01.01.07

Warranty provision

-2,874

-4,246

6.01.01.08

Provision for profit sharing

13,910

14,699

6.01.01.09

Allowance for doubtful accounts

-825

-3,798

6.01.01.10

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

-

-559

6.01.01.11

Provision for penalties due to delay in construction works

-2,748

-3,971

6.01.01.12

Financial instruments

4,354

5,273

6.01.01.13

Equity pick-up

19,389

48,460

6.01.01.14

Provision for realization of non-financial assets – intangible

-

571

6.01.01.15

Decrease of investing

6,700

6,700

6.01.02

Variation in Assets and Liabilities

-216,826

-1,115

6.01.02.01

Trade accounts receivable

127,834

-161,649

6.01.02.02

Properties for sale

-253,987

-178,985

6.01.02.03

Other accounts receivable

9,322

-6,820

6.01.02.04

Transactions with related parties

57,970

327,661

6.01.02.05

Prepaid expenses

10,159

14,576

6.01.02.06

Suppliers

-1,507

12,262

6.01.02.07

Obligations for purchase of land and adv. from customers

-11,005

82,231

6.01.02.08

Taxes and contributions

-10,521

19,887

6.01.02.09

Salaries and payable charges

-22,859

-16,377

6.01.02.10

Other obligations

-33,767

-93,901

6.01.02.11

Income tax and social contribution payable

-88,465

-

6.02

Net cash from investing activities

465,264

83,303

6.02.01

Purchase of property and equipment and intangible assets

-31,429

-50,792

6.02.02

Redemption of short-term investments

1,806,396

1,348,642

6.02.03

Purchase of short-term investments

-1,329,530

-1,218,735

6.02.04

Increase in investments

-22,643

-4,587

6.02.05

Received dividends

42,470

8,775

6.03

Net cash from financing activities

-351,551

-173,611

6.03.01

Increase in capital

-

4,866

6.03.02

Increase in loans, financing and debentures

544,021

571,720

6.03.03

Payment of loans, financing and debentures

-643,472

-638,071

6.03.04

Paid dividends

-117,126

-

6.03.06

Obligation with investors

-105,094

-101,709

6.03.07

Payables to venture partners

-5,966

-10,417

6.03.08

Repurchase of treasury shares

-30,833

-

6.03.09

Alienation of treasury shares

17,583

-

6.03.10

Income from treasury shares' alienation

-10,664

-

6.05

Net decrease of cash and cash equivalents

23,274

-12,003

6.05.01

Cash and cash equivalents at the beginning of the period

39,032

95,836

6.05.02

Cash and cash equivalents at the end of the period

62,306

83,833

 

7


 
 

 

INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 1/1/2014 to 9/30/2014 (in thousands of Brazilian reais)

               

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings

Other comprehensive income

Total Equity

5.01

Opening balance

2,740,662

-18,687

468,749

-

-

3,190,724

5.03

Opening adjusted balance

2,740,662

-18,687

468,749

-

-

3,190,724

5.04

Capital transactions with shareholders

-

-33,214

-

-

-

-33,214

5.04.03

Realization of granted options

-

13,427

-

-

-

13,427

5.04.04

Acquired treasury shares

-

-53,560

-

-

-

-53,560

5.04.05

Sold treasury shares

-

6,919

-

-

-

6,919

5.05

Total of comprehensive loss

-

-

-

-50,594

-

-50,594

5.05.01

Loss for the period

-

-

-

-50,594

-

-50,594

5.07

Closing balance

2,740,662

-51,901

468,749

-50,594

-

3,106,916

 

 

8


 
 

 

INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 1/1/2013 to 9/30/2013 (in thousands of Brazilian reais)

               

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings

Other comprehensive income

Total Equity

5.01

Opening balance

2,735,794

35,233

-

-226,523

-

2,544,504

5.03

Opening adjusted balance

2,735,794

35,233

-

-226,523

-

2,544,504

5.04

Capital transactions with shareholders

4,866

-26,254

-

-

-

-21,388

5.04.01

Increase in capital

4,866

-

-

-

-

4,866

5.04.03

Realization of granted options

-

13,716

-

-

-

13,716

5.04.04

Acquired treasury shares

-

-39,970

-

-

-

-39,970

5.05

Total of comprehensive loss

-

-

-

-53,839

-

-53,839

5.05.01

Loss for the period

-

-

-

-53,839

-

-53,839

5.07

Closing balance

2,740,660

8,979

-

-280,362

-

2,469,277

 

9


 
 

 

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

       

CODE

DESCRIPTION

YEAR TO DATE
1/1/2014 to 9/30/2014

YEAR TO DATE FROM PREVIOUS YEAR
1/1/2013 to 9/30/2013

7.01

Revenues

864,232

986,571

7.01.01

Real estate development, sale and services

863,407

982,773

7.01.04

Allowance for doubtful accounts

825

3,798

7.02

Inputs acquired from third parties

-531,450

-557,671

7.02.01

Cost of Sales and/or Services

-474,909

-538,017

7.02.02

Materials, energy, outsourced labor and other

-56,541

-19,654

7.03

Gross added value

332,782

428,900

7.04

Retentions

-27,923

-29,792

7.04.01

Depreciation and amortization

-27,923

-29,792

7.05

Net added value produced by the Company

304,859

399,108

7.06

Added value received on transfer

50,781

-27,606

7.06.01

Equity pick-up

-19,389

-50,887

7.06.02

Financial income

70,170

23,281

7.07

Total added value to be distributed

355,640

371,502

7.08

Added value distribution

355,640

371,502

7.08.01

Personnel and payroll charges

120,123

117,946

7.08.02

Taxes and contributions

111,099

106,417

7.08.03

Compensation – Interest

175,012

200,978

7.08.04

Compensation – Company capital

-50,594

-53,839

7.08.04.03

Retained losses

-50,594

-53,839

 

10


 
 

 

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

       

CODE

DESCRIPTION

ACTUAL QUARTER 9/30/2014

PRIOR YEAR 12/31/2013

1

Total Assets

7,578,854

8,183,030

1.01

Current Assets

5,195,046

5,679,907

1.01.01

Cash and cash equivalents

161,767

215,194

1.01.01.01

Cash and banks

72,804

121,222

1.01.01.02

Securities purchased under agreement to resell

63,463

93,972

1.01.01.03

Resources custody of third parties

25,500

-

1.01.02

Short-term investments

1,301,658

1,808,969

1.01.03

Accounts receivable

1,575,922

1,909,877

1.01.03.01

Trade accounts receivable

1,575,922

1,909,877

1.01.03.01.01

Receivables from clients of developments

1,545,292

1,849,329

1.01.03.01.02

Receivables from clients of construction and services rendered

30,630

60,548

1.01.04

Inventories

1,868,671

1,442,019

1.01.07

Prepaid expenses

20,015

35,188

1.01.07.01

Prepaid expenses and other

20,015

35,188

1.01.08

Other current assets

267,013

268,660

1.01.08.01

Non current assets for sale

82,171

114,847

1.01.08.03

Other

184,842

153,813

1.01.08.03.01

Other accounts receivable

66,076

71,083

1.01.08.03.02

Receivables from related parties

118,766

82,547

1.01.08.03.03

Derivative financial instruments

-

183

1.02

Non Current assets

2,383,808

2,503,123

1.02.01

Non current assets

1,261,780

1,240,322

1.02.01.03

Accounts receivable

355,292

313,791

1.02.01.03.01

Receivables from clients of developments

355,292

313,791

1.02.01.04

Inventories

633,137

652,395

1.02.01.09

Other non current assets

273,351

274,136

1.02.01.09.03

Other accounts receivable and other

156,293

137,628

1.02.01.09.04

Receivables from related parties

117,058

136,508

1.02.02

Investments

975,597

1,120,076

1.02.02.01

Interest in associates and affiliates

975,597

1,120,076

1.02.03

Property and equipment

50,025

36,385

1.02.03.01

Operation property and equipment

50,025

36,385

1.02.04

Intangible assets

96,406

106,340

1.02.04.01

Intangible assets

53,326

63,260

1.02.04.02

Goodwill

43,080

43,080

1.02.04.02.01

Goodwill

43,080

43,080

 

 

11


 
 

 

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

CODE

DESCRIPTION

ACTUAL QUARTER 9/30/2014

PRIOR YEAR 12/31/2013

2

Total Liabilities

7,578,854

8,183,030

2.01

Current liabilities

2,121,335

2,683,023

2.01.01

Social and labor obligations

79,305

96,187

2.01.01.02

Labor obligations

79,305

96,187

2.01.01.02.01

Salaries, payroll charges and profit sharing

79,305

96,187

2.01.02

Suppliers

83,467

79,342

2.01.02.01

Local suppliers

83,467

79,342

2.01.03

Tax obligations

108,722

216,625

2.01.03.01

Federal tax obligations

108,722

216,625

2.01.04

Loans and financing

864,800

1,154,218

2.01.04.01

Loans and financing

474,361

590,386

2.01.04.01.01

In Local Currency

474,361

590,386

2.01.04.02

Debentures

390,439

563,832

2.01.05

Other obligations

887,075

1,064,532

2.01.05.01

Paybales to related parties

166,087

133,678

2.01.05.02

Other

720,988

930,854

2.01.05.02.01

Minimum mandatory dividends

32,945

150,067

2.01.05.02.04

Obligations for purchase of real estate and advances from customers

492,293

408,374

2.01.05.02.05

Payables to venture partners

9,935

112,886

2.01.05.02.06

Other obligations

147,895

176,740

2.01.05.02.07

Obligations assumed on assignment of receivables

37,527

82,787

2.01.05.02.08

Derivative financial instruments

393

-

2.01.06

Provisions

97,966

72,119

2.01.06.01

Tax, labor and civel lawsuits

97,966

72,119

2.01.06.01.01

Tax lawsuits

218

163

2.01.06.01.02

Labor lawsuits

41,282

31,564

2.01.06.01.04

Civel lawsuits

56,466

40,392

2.02

Non current liabilities

2,328,382

2,285,524

2.02.01

Loans and financing

1,966,369

1,905,310

2.02.01.01

Loans and financing

955,558

1,047,924

2.02.01.01.01

Loans and financing in local currency

955,558

1,047,924

2.02.01.02

Debentures

1,010,811

857,386

2.02.02

Other obligations

181,934

197,753

2.02.02.02

Other

181,934

197,753

2.02.02.02.03

Obligations for purchase of real estate and advances from customers

76,159

79,975

2.02.02.02.04

Other obligations

65,722

69,874

2.02.02.02.05

Payables to venture partners

7,145

10,794

2.02.02.02.06

Obligations assumed on assignment of receivables

28,227

37,110

2.02.02.02.07

Derivative financial instruments

4,681

-

2.02.03

Deferred taxes

54,299

56,652

2.02.03.01

Deferred income tax and social contribution

54,299

56,652

2.02.04

Provisions

125,780

125,809

2.02.04.01

Tax, labor and civel lawsuits

125,780

125,809

2.02.04.01.01

Tax lawsuits

202

10

2.02.04.01.02

Labor lawsuits

34,154

31,708

2.02.04.01.04

Civel lawsuits

91,424

94,091

2.03

Equity

3,129,137

3,214,483

2.03.01

Capital

2,740,662

2,740,662

2.03.02

Capital Reserves

-51,901

-18,687

2.03.02.04

Granted options

139,028

125,600

2.03.02.05

Treasury shares

-109,048

-73,070

2.03.02.07

Reserve for expenditures with public offering

-71,217

-71,217

2.03.02.08

Income from treasury shares' transfer

-10,664

-

2.03.04

Income Reserve

468,749

468,749

2.03.04.01

Legal Reserve

31,593

31,593

2.03.04.02

Statutory Reserve

437,156

437,156

2.03.05

Retained earnings/accumulated losses

-50,594

-

2.03.09

Non-controlling interest

22,221

23,759

 

12


 
 

 

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

           

CODE

DESCRIPTION

ACTUAL QUARTER

7/1/2014 to 9/30/2014

YEAR TO DATE
1/1/2014 to 9/30/2014

SAME QUARTER FROM PREVIOUS YEAR
7/1/2013 to 9/30/2013

YEAR TO DATE FROM PREVIOUS YEAR

1/1/2013 to 9/30/2013

3.01

Gross Sales and/or Services

494,191

1,501,722

628,047

1,776,461

3.01.01

Revenue from real estate development

533,571

1,626,242

680,029

1,933,052

3.01.03

Taxes on real estate sales and services

-39,380

-124,520

-51,982

-156,591

3.02

Cost of sales and/or services

-365,338

-1,110,617

-454,544

-1,381,015

3.02.01

Cost of real estate development

-365,338

-1,110,617

-454,544

-1,381,015

3.03

Gross profit

128,853

391,105

173,503

395,446

3.04

Operating expenses/income

-121,344

-396,791

-145,376

-396,138

3.04.01

Selling expenses

-37,024

-110,899

-46,165

-161,792

3.04.02

General and administrative expenses

-50,887

-158,724

-55,155

-157,759

3.04.05

Other operating expenses

-39,029

-134,339

-46,259

-82,421

3.04.05.01

Depreciation and amortization

-11,715

-41,714

-18,142

-38,573

3.04.05.02

Other operating expenses

-27,314

-92,625

-28,117

-43,848

3.04.06

Equity pick-up

5,596

7,171

2,203

5,834

3.05

Income (loss) before financial results and income taxes

7,509

-5,686

28,127

-692

3.06

Financial

-8,028

-19,014

-48,486

-131,313

3.06.01

Financial income

36,473

118,634

16,998

52,686

3.06.02

Financial expenses

-44,501

-137,648

-65,484

-183,999

3.07

Income before income taxes

-519

-24,700

-20,359

-132,005

3.08

Income and social contribution taxes

-9,163

-27,432

-7,019

-20,448

3.08.01

Current

-10,022

-26,896

-4,492

-13,657

3.08.02

Deferred

859

-536

-2,527

-6,791

3.09

Income (loss) from continuing operation

-9,682

-52,132

-27,378

-152,453

3.10

Income (loss) from discontinuing operation

-

-

46,993

127,758

3.10.01

Income (loss) from discontinuing operation

-

-

46,993

127,758

3.11

Income (loss) for the period

-9,682

-52,132

19,615

-24,695

3.11.01

Income (loss) attributable to the Company

-9,954

-50,594

15,777

-53,839

3.11.02

Net income attributable to non-controlling interests

272

-1,538

3,838

29,144

3.99

Earnings per share

 

 

 

 

3.99.01

Basic earnings per share

 

 

 

 

3.99.01.01

ON

-0.0246

-0.1248

0.0368

-0.1259

3.99.02

Diluted earnings per share

 

 

 

 

3.99.02.01

ON

-0.0246

-0.1248

0.0368

-0.1259

 

13


 
 

 

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

           

CODE

DESCRIPTION

ACTUAL QUARTER 7/1/2014 to 9/30/2014

YEAR TO DATE
1/1/2014 to 9/30/2014

SAME QUARTER FROM PREVIOUS YEAR
7/1/2013 to 9/30/2013

YEAR TO DATE FROM PREVIOUS YEAR 1/1/2013 to 9/30/2013

4.01

Income (loss) for the period

-9,682

-52,132

19,615

-24,695

4.03

Consolidated comprehensive income (loss) for the period

-9,682

-52,132

19,615

-24,695

4.03.01

Income (loss) attributable to Gafisa

-9,954

-50,594

15,777

-53,840

4.03.02

Net income attributable to the noncontrolling interests

272

-1,538

3,838

29,145

 

14


 
 

 

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

       

CODE

DESCRIPTION

ACTUAL QUARTER 9/30/2014

PRIOR YEAR 9/30/2013

6.01

Net cash from operating activities

-937

46,026

6.01.01

Cash generated in the operations

167,770

53,773

6.01.01.01

Loss before income and social contribution taxes

-24,700

-132,005

6.01.01.02

Stock options expenses

27,577

13,715

6.01.01.03

Unrealized interest and finance charges, net

47,414

48,904

6.01.01.04

Depreciation and amortization

41,714

38,573

6.01.01.05

Write-off of property and equipment, net

6,836

20,098

6.01.01.06

Provision for legal claims

77,283

47,388

6.01.01.07

Warranty provision

-7,020

-624

6.01.01.08

Provision for profit sharing

26,151

26,235

6.01.01.09

Allowance for doubtful accounts

-9,662

-5,731

6.01.01.10

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

-9,684

-1,373

6.01.01.11

Provision for penalties due to delay in construction works

-5,322

-1,417

6.01.01.12

Financial instruments

4,354

5,273

6.01.01.13

Equity pick-up

-7,171

-5,834

6.01.01.14

Provision for realization of non-financial assets – intangible

-

571

6.01.02

Variation in Assets and Liabilities

-168,707

-7,747

6.01.02.01

Trade accounts receivable

292,887

51,683

6.01.02.02

Properties for sale

-409,947

-235,647

6.01.02.03

Other accounts receivable

10,839

-41,393

6.01.02.04

Transactions with related parties

-4,038

40,943

6.01.02.05

Prepaid expenses

15,170

19,520

6.01.02.06

Suppliers

4,125

11,308

6.01.02.07

Obligations for purchase of land and adv. from customers

80,103

45,090

6.01.02.08

Taxes and contributions

-31,791

-13,060

6.01.02.09

Salaries and payable charges

-43,023

-36,909

6.01.02.10

Other obligations

19,976

159,288

6.01.02.11

Income tax and social contribution paid

-103,008

-8,570

6.02

Net cash from investing activities

501,832

-122,671

6.02.01

Purchase of property and equipment and intangible assets

-52,256

-60,350

6.02.02

Redemption of short-term investments

2,387,569

3,708,304

6.02.03

Short-term investments obtained

-1,880,258

-3,399,254

6.02.04

Investments increase

-11,534

-19,454

6.02.05

Received dividends

58,311

14,745

6.02.06

Purchase of AUSA

-

-366,662

6.03

Net cash from financing activities

-554,322

-80,932

6.03.01

Increase in capital

-

4,866

6.03.02

Loans and financing obtained

666,692

1,237,027

6.03.03

Payment of loans and financing

-941,847

-1,158,400

6.03.04

Purchase of treasury shares

-53,561

-39,970

6.03.05

Proceeds from subscription of redeemable equity interest in securitization fund

-

-5,089

6.03.06

Payables to venture partners

-106,600

-106,675

6.03.07

Loans with related parties

-8,799

-12,691

6.03.08

Treasury shares

17,583

-

6.03.09

Income from treasury shares' alienation

-10,664

-

6.03.10

Paid dividends

-117,126

-

6.05

Net increase of cash and cash equivalents

-53,427

-157,577

6.05.01

Cash and cash equivalents at the beginning of the period

215,194

432,202

6.05.02

Cash and cash equivalents at the end of the period

161,767

274,625

 

15


 
 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 1/1/2014 TO 9/30/2014 (in thousands of Brazilian reais)

                   

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings

Other comprehensive income

Total Shareholders equity

Non Controlling interest

Total equity Consolidated

5.01

Opening balance

2,740,662

-18,687

468,749

-

-

3,190,724

23,759

3,214,483

5.03

Opening adjusted balance

2,740,662

-18,687

468,749

-

-

3,190,724

23,759

3,214,483

5.04

Capital transactions with shareholders

-

-33,214

-

-

-

-33,214

-

-33,214

5.04.03

Realization of granted options

-

13,427

-

-

-

13,427

-

13,427

5.04.04

Acquired treasury shares

-

-53,560

-

-

-

-53,560

-

-53,560

5.04.05

Sold treasury shares

-

6,919

-

-

-

6,919

-

6,919

5.05

Total of comprehensive income (loss)

-

-

-

-50,594

-

-50,594

-1,538

-52,132

5.05.01

Income (loss) for the period

-

-

-

-50,594

-

-50,594

-1,538

-52,132

5.07

Closing balance

2,740,662

-51,901

468,749

-50,594

-

3,106,916

22,221

3,129,137

 

 

16


 
 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 1/1/2013 TO 9/30/2013 (in thousands of Brazilian reais)

                   

CODE

DESCRIPTION

Capital

Capital reserves, stock options and treasury shares

Profit reserves

Retained earnings

Other comprehensive income

Total Shareholders equity

Non Controlling interest

Total equity Consolidated

5.01

Opening balance

2,735,794

35,233

-

-226,523

-

2,544,504

150,384

2,694,888

5.03

Opening adjusted balance

2,735,794

35,233

-

-226,523

-

2,544,504

150,384

2,694,888

5.04

Capital transactions with shareholders

4,866

-278,703

-

-

-

-273,837

-128,695

-402,532

5.04.01

Increase in capital

4,866

-

-

-

-

4,866

1,232

6,098

5.04.03

Realization of granted options

-

13,716

-

-

-

13,716

2,687

16,403

5.04.04

Acquired treasury shares

-

-39,970

-

-

-

-39,970

-3,556

-43,526

5.04.06

Dividends

-

-

-

-

-

-

-9,007

-9,007

5.04.08

Acquisition of investment with non-controlling shareholders

-

-252,449

-

-

-

-252,449

-120,051

-372,500

5.05

Total of comprehensive income (loss)

-

-

-

-53,839

-

-53,839

29,145

-24,694

5.05.01

Income (loss) for the period

-

-

-

-53,839

-

-53,839

29,145

-24,694

5.07

Closing balance

2,740,660

-243,470

-

-280,362

-

2,216,828

50,834

2,267,662

 

17


 
 

 

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

       

CODE

DESCRIPTION

YEAR TO DATE
1/1/2014 to 9/30/2014

YEAR TO DATE FROM PREVIOUS YEAR
1/1/2013 to 9/30/2013

7.01

Revenues

1,626,242

1,933,052

7.01.01

Real estate development, sale and services

1,571,666

1,842,997

7.01.04

Allowance for doubtful accounts

54,576

90,055

7.02

Inputs acquired from third parties

-1,145,977

-1,252,174

7.02.01

Cost of sales and/or services

-984,448

-1,268,679

7.02.02

Materials, energy, outsourced labor and other

-161,529

16,505

7.03

Gross added value

480,265

680,878

7.04

Retentions

-41,714

-38,573

7.04.01

Depreciation and amortization

-41,714

-38,573

7.05

Net added value produced by the Company

438,551

642,305

7.06

Added value received on transfer

125,805

58,520

7.06.01

Equity pick-up

7,171

5,834

7.06.02

Financial income

118,634

52,686

7.07

Total added value to be distributed

564,356

700,825

7.08

Added value distribution

564,356

700,825

7.08.01

Personnel and payroll charges

161,323

238,886

7.08.02

Taxes and contributions

178,708

219,443

7.08.03

Compensation – Interest

274,919

296,335

7.08.03.01

Interest

274,919

296,335

7.08.04

Compensation – Company capital

-50,594

-53,839

7.08.04.03

Retained losses

-50,594

-53,839

 

18


 
 

 


 
 

 

GAFISA RELEASES 3Q14 RESULTS

 

FOR IMMEDIATE RELEASE

São Paulo, November 07, 2014

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

 

MANAGEMENT COMMENTS AND HIGHLIGHTS

During this challenging macroeconomic climate, the Company is remaining focused on maintaining profitability and generating cash flow. Corrections and improvements by the Company and our business partners undertaken in recent years have increased the efficiency of the production cycle, thereby reducing the construction period, strengthening financial management, and improving the quality and speed of the transfer process. As a result, we have achieved better operating performance, enhancing the profile of our capital employed. These factors have also positioned the Company well for the current economic environment.

In this context, Gafisa and Tenda’s projects performance has been solid during recent quarters, contributing to adjusted gross margin of 36.4% in the third quarter on a consolidated basis. The Gafisa segment’s results were stable, with an adjusted gross margin of 38.7%, while in the Tenda segment, the proportional increase in contribution from new projects has resulted in increasing our expectation that  we will be able to maintain  an adjusted gross margin level of between 28-30% for new projects.

Similar to the second quarter, Gafisa’s third quarter performance was impacted by continued weakness in the economic environment. Accordingly, Gafisa is taking a selective approach to product development and launches, as it prioritizes pursuing a solid level of profitability.

In the Gafisa segment, third quarter launches totaled R$419.1 million, with gross pre-sales of R$345.6 million. During the quarter, more cautious buying behavior on the part of consumers resulted in a reduction in launches sales velocity. In the 3Q14, Gafisa’s SoS was 7.2%.

Recently, in line with our commitment to transparency, capital discipline and value generation to shareholders, the Company announced the reduction of its guidance for 2014 expected launches for the Gafisa segment. Despite having projects already approved and ready for launch through the end of the year, the Company believes that, based on the continuing uncertainties of the current economic environment, these launches should be postponed to 2015, which will allow for more appropriate timing in order to maintain these projects’ target margins. As a result, in the 3Q14 Gafisa completed R$1.0 billion of launches in 9M14, attaining 89% of the midpoint of newly established guidance of between R$1.1 billion to R$1.2 billion. Looking ahead to the last quarter of the year, the Gafisa segment is dedicating even more focus on the sale of inventories of its previously launched projects.

Tenda experienced lower launch activity in the third quarter due to a greater than expected period in finalizing the legalization and contracting of new projects with financing agents, which resulted in the postponement of some projects to the fourth quarter. Third quarter launches totaled R$91.3 million, with gross pre-sales of R$182.3 million. The level of dissolutions in 3Q14 still presented a high volume of R$146.3 million, driven mainly by the strong delivery of legacy projects, which accounted for 70% of PSV in the period. Our expectation is that the volume of cancellations in the last quarter will remain at a similar level, due to the delivery of most of the remaining legacy projects, coupled with the transition to a new sales accounting policy, where the sale is booked only after payment by the customer.

­

 

 

 

 

20


 
 

The higher volume of dissolutions impacted significantly sales velocity in this third quarter, reaching 4.6%. The World Cup, which had an adverse effect on the number of visitations to the shops, and a change in the sales accounting policy have also contributed to a pre-sales reduction in the period. However, we continue to believe in the resilience of Tenda’s market segment, even in the face of economic uncertainty. Demand in the low income housing segment is still quite strong, due to Brazil’s low unemployment rate and the availability of credit for the segment.

In the 9M14, Tenda launches reached R$371.8 million, and facing terms longer than expected for legalization and contracting, remains seeking the floor for its launch guidance of R$600 to R$800 million, to the end of the year.

Consolidated Gafisa and Tenda launch volumes for the quarter reached R$510.4 million and R$1.4 billion in the first nine months of the year, which represents 75% of the midpoint of newly revised guidance of R$1.7 to R$2.0 billion. Net pre-sales were R$230.8 million and R$903.1 million in the 9M14. Adjusted gross profit was R$179.9 million, with a margin of 36.4% in the quarter, 2 percentage points above that of the previous year. In the 9M14, adjusted gross profit totaled R$517.3 million, with a margin of 34.4%, 5.8 percentage points above that of the 9M13, demonstrating Gafisa and Tenda improved operating performance.

Consolidated net income was a loss of R$9.9 million, comprised by Gafisa’s net income of R$15.3 million, and a loss in Tenda of approximately R$25.2 million. For the 9M14, net income was negative R$50.6 million, with Gafisa presenting income of R$30.1 million, and Tenda reporting a loss of R$80.7 million.

Operational cash generation performed well during the year. The Company ended 3Q14 with operating cash flow of R$49.4 million, reaching R$195.5 million in the 9M14, reflecting: (i) the transfer/receiving process for units sold with financing agents, with around R$1.2 billion transferred during the year, and; (ii) greater control over the Company’s business cycle. Free cash flow generation in 3Q14 was positive again at R$23.5 million, totaling R$42.7 million during the year.

At the end of September, 2014, the Company’s Net Debt/Equity ratio reached 44.3%, which is in line with the previous quarter. Excluding project finance, the Net Debt/Equity ratio was negative 22.8%.

The separation process of the business units continues to progress, and as soon as we have information on the next steps, the Company will inform its shareholders and the market.

As the year end approaches, we are pleased to have seen major evolution in the financial and operating cycles of both companies. We continue to work with having profitability and shareholder value creation goals as our guidelines, always seeking ongoing improvement in our results.

 

 

Sandro Gamba
Chief Executive Officer – Gafisa S.A.

Rodrigo Osmo
Chief Executive Officer – Tenda S.A.

 

 

 

 

21


 
 

FINANCIAL RESULTS

 

       Net revenue recognized by the “PoC” method was R$365.3 million in the Gafisa segment and R$128.9 million in the Tenda segment. This resulted in consolidated revenue of R$494.2 million in the third quarter, a reduction of 21.3% compared with the 3Q13, and 14.0% from the 2Q14. In the 9M14, net revenue reached R$1.5 billion.

 

       Adjusted gross profit for 3Q14 was R$179.9 million, down from R$216.1 million in 3Q13 and R$205.3 million in the previous quarter. Even though, adjusted gross margin rose to 36.4% versus 34.4% in the prior-year period and 35.7% in the 2Q14. Gafisa’s contribution was an adjusted gross profit of R$141.5 million, with an adjusted margin of 38.7%, while Tenda’s contribution was R$38.4 million, with a margin of 29.8% in 3Q14. In the first nine months, consolidated adjusted gross profit was R$517.3 million, and adjusted gross margin was 34.4%.

 

       Adjusted EBITDA was R$73.5 million in the 3Q14. The Gafisa segment reported adjusted EBITDA of R$76.7 million, while the Tenda segment’s adjusted EBITDA was negative at R$9.8 million. Please note that consolidated adjusted EBITDA includes Alphaville equity income, while the Gafisa segment’s adjusted EBITDA is net of this effect. At the end of 9M14, consolidated adjusted EBITDA reached R$189.8 million. Consolidated EBITDA margin reached 14.9% in 3Q14 and 12.6% in 9M14.

 

       The Company reported a consolidated net loss of R$9.9 million in the third quarter. Gafisa reported a profit of R$15.3 million, including the contribution of R$6.6 million from Alphaville, while Tenda reported a loss of R$25.2 million. In the 9M14, the net loss reached R$50.6 million.

 

       Operating cash generation reached R$49.4 million in the 3Q14 and R$195.5 million in the 9M14. In the 3Q14, the Company recorded cash generation of R$23.5 million, while in the 9M14, cash generation was R$42.7 million.

 

OPERATING RESULTS

 

       Launches totaled R$510.4 million in the 3Q14, comprising 4 Gafisa projects and 2 Tenda projects, compared to R$413.7 million in the 2Q14. In 9M14, R$1.4 billion was launched. The Gafisa segment accounted for R$1.0 billion, while the Tenda segment launched the remaining R$371.8 million.

 

       Consolidated pre-sales totaled R$230.8 million in the 3Q14, of which R$194.9 million related to Gafisa and R$35.9 million to Tenda, compared to sales of R$338.9 million in the 3Q13. In the 9M14, sales reached R$903.1 million, with R$633.7 million in the Gafisa segment and R$269.4 million in the Tenda segment. Consolidated sales from launches in the 9M14 represented 66.2% of the total, while sales from inventory comprised the remaining 33.8%.

 

       Consolidated sales over supply (SoS) reached 6.7% in 3Q14, compared to 12.6% in 2Q14 and 11.6% in the year-ago period. In the quarter, SoS was 7.2% at Gafisa and 4.6% at Tenda. Over the past 12 months Gafisa’s SoS was 30.4%, while Tenda’s was 37.8%

 

       Consolidated inventory at market value increased R$195.6 million in the quarter, reaching R$3.2 billion. Gafisa’s inventory reached R$2.5 billion and Tenda’s inventory totaled R$712.4 million.

 

       Throughout the third quarter, the Company delivered 11 projects, totaling 1,549 units, representing R$366.9 million in PSV. The Gafisa segment delivered 366 units, while the Tenda segment delivered the remaining 1,183 units.

 

22


 
 

ANALYSIS OF RESULTS

 

Gafisa Segment

 

Gross Margin Expansion and Reduction in Expenses Benefit Operating Results

The Gafisa segment’s margin has been improving in recent quarters, due to the consolidation of operations in certain markets and the delivery of legacy projects. Accordingly, the segment’s profitability increased. Adjusted gross profit totaled R$141.5 million in 3Q14, with a margin of 38.7%. Another quarterly highlight is the 6.4% y-o-y reduction in the amount of expenses, primarily due to lower selling expenses. The reduction was achieved despite higher launch volumes in the period.

 

Net Income

Net income for the period was R$15.3 million, compared to R$17.1 million in 2Q14, and R$76.7 million in the year-ago period. Excluding R$6.6 million in equity from Alphaville, the Gafisa segment’s net income was R$8.7 million. The result was stable versus the 2Q14, and reflects improved operating performance despite lower revenue. In the 9M14, net income totaled R$18.5 million, compared to a loss of R$50.8 million in the prior year, underscoring the improvement in Gafisa’s performance in recent quarters.

To note, currently Gafisa holds a 30% stake in Alphaville, while in 3Q13 it owned 100%.

Gafisa Segment (R$ million)

3Q14

2Q14

3Q13

9M14

9M13

Adjusted Gross Profit

141.5

151.5

191.9

409.4

446.3

Adjusted Gross Margin

38.7%

38.1%

44.4%

37.6%

38.0%

Net Profit

15.3

17.1

76.7

30.1

77.0

Equity income from Alphaville

6.6

8.4

47.0

11.6

127.8

Net Profit Ex-Aphaville

8.7

8.7

29.7

18.5

(50.8)

 

Tenda Segment

 

High Volume of Dissolution of Legacy Impacted Revenue

Lower quarterly launch volumes, due to delays in obtaining licenses and contracting projects with financing agents, coupled with a higher level of dissolutions in this 3Q14, especially due to the large volume of deliveries of legacy projects, negatively impacted sales results and revenue recognition of Tenda this quarter. With the higher concentration of dissolutions in legacy projects, the revenue breakdown was positively impacted by increased participation of projects related to the New Model, thereby allowing the maintenance of the adjusted gross margin at a high level, reaching 29.8% in the quarter.

In late August we implemented a new sales accounting policy, where the sale is booked only after payment by the customer. Until then, revenue was generated by the issuance of the customer purchase and sale agreement. We hope that this change presents a significant impact on reducing the level of dissolutions of new pre-sales starting in September.

A streamlined cost structure, which better reflects the size of operations, also contributed to the segment’s third quarter results. Selling, general and administrative expenses once again decreased sharply from a year earlier. Selling expenses were impacted by lower gross sales in the period, while general and administrative expenses recorded annual savings of 24.7%, due to reduced operational complexity in the Tenda segment, with the reduction in the number of legacy projects.

Net Income

The third quarter net loss was R$25.2 million, compared to a net loss of R$18.0 million in 2Q14, and R$60.9 million in 3Q13. While Tenda’s 3Q14 bottom line was impacted by lower launch volumes and net sales, the segment’s performance has improved over a longer timeframe. In the 9M14, Tenda’s net loss declined 38.3% year-over-year, closing the period at R$80.7 million.

 

 
 

23


 
 

Tenda Segment (R$ million)

3Q14

2Q14

3Q13

9M14

9M13

Adjusted Gross Profit

38.5

53.8

24.2

107.8

61.5

Adjusted Gross Margin

29.8%

30.4%

12.3%

26.2%

10.2%

Net Profit

(25.2)

(18.0)

(60.9)

(80.7)

(130.8)


RECENT EVENTS

 

Share Buyback Program

Regarding the share buyback program in place, on October 30, 2014, the Company had acquired around 30 million shares, or around 94% of the total amount permitted, considering the maximum amount of 32,938,554 shares.

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

On February 26, 2014, the Company canceled an open share buyback program in place in the Tenda subsidiary and opened a new program in Gafisa, containing the same previously defined conditions. The new program can repurchase the remaining balance of shares.

 

Revision of 2014 Guidance

In line with the Company’s commitment to transparency, capital discipline and value generation to shareholders, it was disclosed in a Material Fact dated October 20 that the Company lowered its guidance for 2014 expected launches for the Gafisa segment. The new launch guidance for the segment was lowered to R$1.1 to R$1.2 billion from R$1.5 to R$1.7 billion previously. Despite having projects already approved and ready for launch through the end of the year, the Company believes that, based on the continuing uncertainties of the current economic environment, these launches should be postponed to 2015.

Due to the change in the volume of 2014 launches projected for the Gafisa segment, guidance for the ratio of Administrative Expenses to Launch Volumes, which was 7.5% for 2014, has been impacted. While projected administrative expenses for the year, and the basis for previous guidance, are within expectations, this guidance becomes is no longer applicable for 2014.

Gafisa remains strongly committed to the recovery plan for its profitability level and focused on the generation of value for its shareholders.

 

 

 

24


 
 

Key Numbers for the Gafisa Group

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

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y (%)

9M14

9M13

Y/Y (%)

Launches

419,134

314,733

33.2%

107,248

290.8%

1,023,012

406,187

151.9%

Net pre-sales

194,892

251,290

-22.4%

188,716

3.3%

633,738

506,742

25.1%

Net pre-sales of Launches

130,368

116,334

12.1%

36,885

253.4%

154,249

164,052

-6.0%

Sales over Supply (SoS)

7.2%

9.8%

-2.6 p.p.

9.2%

-2.0 p.p.

20.2%

21.4%

1.2 p.p.

Delivered projects (Units)

366

1,504

-75.7%

1,477

-75.2%

2,394

3,205

-25.3%

Net Revenue

365,256

397,907

-8.2%

432,252

-15.5%

1,089,913

1,173,897

-7.2%

Adjusted Gross Profit¹

141,462

151,456

-6.6%

191,895

-26.3%

409,448

446,313

-8.3%

Adjusted Gross Margin¹

38.7%

38.1%

60 bps

44.4%

-570 bps

37.6%

38.0%

-40 bps

Adjusted EBITDA2

76,690

83,353

-8.0%

121,031

-36.6%

214,855

223,278

-3.8%

Adjusted EBITDA Margin2

21.0%

20.9%

10 bps

28.0%

-700 bps

19.7%

19.0%

-830 bps

Net Income (Loss)

15,263

17,132

-10.9%

76,731

-80.1%

30,068

76,979

-60.9%

Backlog revenues

1,157,390

1,298,089

-10.8%

1,625,581

-28.8%

1,157,390

1,625,581

-28.8%

Backlog results ³

448,963

470,361

-4.5%

561,524

-20.0%

448,963

561,524

-20.0%

Backlog margin ³

38.8%

36.2%

260 bps

34.5%

430 bps

38.8%

34.5%

430 bps

1) Adjusted by capitalized interests

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

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

 

 

 

 

Key Numbers for Tenda

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

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y (%)

9M14

9M13

Y/Y (%)

Launches

91,294

99,011

-7.8%

103,644

-11.9%

371,749

250,396

48.5%

Net pre-sales

35,892

181,728

-80.3%

150,151

-76.1%

269,387

326,777

-17.6%

Net pre-sales of Launches

22,490

42,299

-46.8%

74,307

-69.7%

85,387

142,848

-40.2%

Sales over Supply (SoS)

4.6%

20.8%

-16.2 p.p.

17.4%

-12.8 p.p.

26.7%

30.8%

-4.1 p.p.

Delivered projects (Units)

1,183

2,185

-45.9%

1,014

16.7%

4,640

3,540

31.1%

Net Revenue

128,935

176,923

-27.1%

195,795

-34.1%

411,809

602,563

-31.7%

Adjusted Gross Profit¹

38,458

53,805

-28.5%

24,177

59.1%

107,826

61,470

75.4%

Adjusted Gross Margin¹

29.8%

30.4%

-60 bps

12.3%

1750 bps

26.2%

10.2%

1600 bps

Adjusted EBITDA2

(9,828)

(1,907)

-415.4%

(28,027)

64.9%

(36,648)

(59,346)

27.7%

Adjusted EBITDA Margin2

-7.6%

-1.1%

-650 bps

-14.3%

670 bps

-8.9%

-9.8%

90 bps

Net Income (Loss)

(25,219)

(17,983)

-40.2%

(60,955)

58.6%

(80,662)

(130,819)

34.0%

Backlog revenues

139,318

207,912

-33.0%

274,642

-49.3%

139,318

274,642

-49.3%

Backlog results ³

40,010

61,563

-35.0%

62,789

-36.3%

40,010

62,789

-36.3%

Backlog margin ³

28.7%

29.6%

-90 bps

22.9%

580 bps

28.7%

22.9%

580 bps

1) Adjusted by capitalized interests

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

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

 

 

 

 

 

 

 

 

 

25


 
 

 

Key Consolidated Numbers

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

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y (%)

9M14

9M13

Y/Y (%)

Launches

510,428

413,744

23.4%

210,892

142.0%

1,394,761

656,583

112.4%

Launches, units

1,534

1,089

40.9%

844

81.8%

4,413

2,638

67.3%

Pre-sales

230,784

433,018

-46.7%

338,867

-31.9%

903,125

833,519

8.4%

Pre-sales, units

682

1,628

-58.1%

1,410

-51.6%

3,079

3,606

-14.6%

Pre-sales of Launches

152,858

158,633

-3.6%

111,193

37.5%

239,636

306,901

-21.9%

Sales over Supply (SoS)

6.7%

12.6%

-47.0%

11.6%

-42.7%

21.8%

24.3%

-10.2%

Delivered projects (PSV)

366,917

678,171

-45.9%

529,624

-30.7%

1,602,596

1,298,513

23.4%

Delivered projects, units

1,549

3,689

-58.0%

2,491

-37.8%

7,034

6,745

4.3%

Net Revenue

494,191

574,830

-14.0%

628,047

-21.3%

1,501,722

1,776,461

-15.5%

Adjusted Gross Profit1

179,920

205,261

-12.3%

216,072

-16.7%

517,274

507,783

1.9%

Adjusted Gross Margin¹

36.4%

35.7%

70 bps

34.4%

200 bps

34.4%

28.6%

580 bps

Adjusted EBITDA ²

73,457

89,838

-18.2%

139,997

-47.5%

189,767

291,689

-34.9%

Adjusted EBITDA Margin ²

14.9%

15.6%

-80 bps

22.3%

-750 bps

12.6%

16.4%

-380 bps

Net Income (Loss)

(9,956)

(851)

-1,269.9%

15,777

-163.1%

(50,594)

(53,840)

6.0%

Backlog revenues

1,296,708

1,506,001

-13.9%

1,900,224

-31.8%

1,296,708

1,900,224

-31.8%

Backlog results ³

488,973

531,924

-8.1%

624,313

-21.7%

488,973

624,313

-21.7%

Backlog margin ³

37.7%

35.3%

240 bps

32.9%

480 bps

37.7%

32.9%

480 bps

Net Debt + Investor Obligations

1,384,795

1,408,283

-1.7%

2,858,095

-51.5%

1,384,795

2,858,095

-51.5%

Cash and cash equivalents

1,463,454

1,279,568

14.4%

781,606

87.2%

1,463,454

781,606

87.2%

Shareholder’s Equity

3,106,916

3,116,182

-0.2%

2,216,828

40.3%

3,106,916

2,216,828

40.3%

Shareholder’s Equity+ Minority

3,129,137

3,138,131

-0.3%

2,267,662

38.0%

3,129,137

2,267,662

38.0%

Total Assets

7,578,854

7,288,403

4.8%

8,199,678

-6.9%

7,635,296

8,199,678

-6.9%

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

44.3%

44.9%

-60 bps

126.0%

-8.170 bps

44.3%

126.0%

-8.170 bps

1) Adjusted by capitalized interests

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

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

 

 

 

 

26


 
 

Update on the Separation Process

 

Administrative Split and Next Steps

 

The Company continued to evaluate the potential separation of the Gafisa and Tenda business units during the quarter.

 

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

 

Since the beginning of the year the Company has been moving toward the effective separation of Gafisa and Tenda’s administrative structures, so that they can operate independently in the future.

 

In recent months the actual division of various departments such as Services, Personnel and Management Center, Legal, among others has been implemented. The Company is currently working on the completion of this process, defining guidelines for the separation and independent operation of some remaining departments that still operate in a shared way.

 

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

 

Among the initiatives and studies being undertaken, we highlight:

 

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

 

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

 

(3)   Continuity of studies the most appropriate capital structure for the business cycle of each company, as well as liquidity, and fiscal, tax, legal, corporate aspects, among others.

 

The Company will keep its shareholders and the market informed as to the progress and development of this process.

 

 

27


 
 

GAFISA SEGMENT

Focuses on residential developments within the upper, upper-middle, and middle-income segments, with average unit prices of R$500,000,00.

 

Operating Results

 

Launches and Pre-Sales

Third-quarter launches totaled R$419.1 million and comprised 4 projects/phases located in the cities of São Paulo, São Caetano and Rio de Janeiro. Also in the quarter, the Company requested renunciation of a development launched in early 2014 in São Paulo, with a PSV of R$64.8 million, to modify the project. Therefore, in the first 9M14, excluding the effect of the project mentioned above, the segment’s launches totaled R$1.0 billion, compared to R$406.2 million in the same period last year.

 

 

 

 

Gafisa segment 3Q14 gross pre-sales totaled R$345.6 million and R$984.8 million in the 9M14. Dissolutions reached R$150.7 million, affecting net pre-sales that reached R$194.9 million. In the 9M14, net sales totaled R$633.7 million and the volume of dissolutions was R$351.1 million. Units launched during the quarter represented 54.2% of total sales, amounting to R$105.6 million, while in the 9M14 launches represented 44.9% of pre-sales. The segment accounted for 82.1% of consolidated launches for the quarter and 74.5% for the 9M14.

 

 

 

 

 

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

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y (%)

9M14

9M13

Y/Y (%)

Launches

419,134

314,733

33.2%

107,248

290.8%

1,023,012

406,187

151.9%

Pre-sales

194,892

251,290

-22.4%

188,716

3.3%

633,738

506,742

25.1%

 

 

28


 
 

Sales over Supply (SoS)

3Q14 sales velocity was 7.2%, compared with 9.8% in 2Q14 and 9.2% in the previous year. Considering the last 12 months, Gafisa’s SoS ended the 3Q14 at 30.4%.

 

 

Dissolutions

Uncertainties related to the current Brazilian economic scenario resulted in an increase in dissolutions, reaching R$150.7 million in the quarter, compared to R$119.9 million in the 2Q14 and R$73.0 million in the previous year. In the 9M14, the level of dissolutions was R$351.1 million, down 12.7% compared to the R$402.3 million in the same period of 2013, despite a more difficult macroeconomic environment.

 

In the last three years, the Company has been working on initiatives in search of higher credit quality of its sales, aiming at  reaching a reduced level of dissolutions throughout the construction and delivery cicle. It is worth mentioning the importance of assertiveness in the credit review process at the time of the sale, which has generated great efficiency in the process of transferring Gafisa customers, despite deteriorating marcoeconomic conditions throughout the year.

 

 

 

 

In the 3Q14, of the 289 Gafisa segment units cancelled and returned to inventory, 69.1% were resold. For the year, 691 units have been cancelled, of which 58.5% have already been resold.

Inventory

In 3Q14, Gafisa maintained its focus on inventory reduction initiatives. Accordingly, inventory represented 55.1% of total sales in the period. The market value of Gafisa segment inventory reached R$2.5 billion in the 3Q14, as compared to R$2.3 billion in the previous quarter. Finished units outside of core markets accounted for R$191.1 million, or 7.6% of total inventory.

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

 

Inventories BoP 2Q14

Launches

Dissolutions

Pre-Sales

Adjusts + Other

Inventories EoP 3Q14

% Q/Q

São Paulo

1,550,518

355,992

108,095

(256,513)

(50,550)

1,707,542

10.1%

Rio de Janeiro

550,633

63,141

14,128

(37,313)

7,558

598,146

8.6%

Other Markets

220,931

-

28,524

(51,813)

(6,568)

191,074

-13.5%

Total

2,322,081

419,134

150,746

(345,639)

(49,561)

2,496,761

7.5%

 

 

29


 
 

 

During the same period, finished units comprised R$278.9 million, or 11.2% of total inventory. Of this amount, inventory from projects launched outside core markets represented R$148.3 million, down 17.8% and 24.6% as compared to R$180.3 million in 2Q14 and R$196.7 million in early 2014, respectively. The Company has seen an improvement in sales velocity in these markets over the past few quarters, and believes that between the end of 2015 and beginning of 2016 it will have monetized a large portion of its inventory in non-core markets.

 

It is worth noting that the largest share of the Gafisa inventory, approximately 69.5% or R$1.7 billion, is concentrated in projects that are to be delivered from early 2016. This will account for the sale of inventory in coming quarter, rather than finished units.

 

 

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

 

Not initiated

Up to 30% built

30% to 70% built

More than 70% built

Finished

units ¹

Total 3Q14

São Paulo

471,621 471.620

22,165

1,020,858

91,706

101,193

1,707,542

Rio de Janeiro

55,281 55.281

160,706

110,529

242,229

29,401

598,146

Other Markets

 -

-

-

42,758

148,315

191,074

Total

526,902 526.902

182,871

1,131,387

376,692

278,910

2,496,761

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

 

 

Third quarter adjustments reflect updates related to project scope, expected launch date and inflationary adjustments. Also in the quarter, there was the impact from a renunciation  of a development launched in early 2014.

 

 

Inventory Delivery Schedule

 

 

 

 

30


 
 

 

Landbank

Gafisa segment landbank, with a PSV of approximately R$6.3 billion, is comprised of 31 different projects/ phases,

amounting to nearly 11.1 thousand units, 78% located in São Paulo and 22% in Rio de Janeiro. The largest portion of land acquired through swap agreements is in Rio de Janeiro, thereby impacting the total amount of land acquired through swaps, which reached 57% in the third quarter.

 

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

 

PSV - R$ mm

(% Gafisa)

%Swap
Total

%Swap
Units

%Swap
Financial

Potential Units

(% Gafisa)

Potential units

(100%)

São Paulo

4,885,752

41.2%

38.8%

2%

9,240

10,617

Rio de Janeiro

1,404,067

89.3%

89.3%

0%

1,866

1,870

Total

6,289,819

57%

55%

2%

11,107

12,486

 

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

 

Initial Landbank

Land Aquisition

Launches

Adjusts

Final Landbank

São Paulo

4,736,453

363,350

(355,992)

141,941

4,885,752

Rio de Janeiro

1,413,300

-

(63,141)

53,908

1,404,067

Total

6,149,753

363,350

(419,134)

195,849

6,289,819

 

 

In 3Q14, the Company acquired 3 new land plots located in the city of São Paulo, with potential PSV of R$361.1 million at a cost of R$67.9 million, of which 83% was acquired with cash, and 17% through swap agreements. In regards to the land acquired in the quarter, about R$40.3 million was disbursed in 3Q14 and approximately another R$27.6 million will be disbursed starting in 2015.

 

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

 

 

Gafisa Vendas

During the 3Q14, Gafisa Vendas – the Company’s independent sales unit, with operations in Sao Paulo and Rio de Janeiro - accounted for 57.3% of gross sales. Gafisa Vendas currently has a team of 354 highly trained, dedicated consultants, combined with an online sales force.

 

Delivered Projects

During 3Q14, Gafisa delivered 3 projects/phases and 366 units. In the year, 15 projects/ phases were delivered, representing 2,394 units.

 

Table 9. Gafisa Segment - Delivered Project

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y (%)

9M14

9M13

Y/Y (%)

PSV Transferred 1

180,857

210,677

-14.2%

243,274

-25.7%

623,610

678,010

-8.0%

Delivered Projects

3

8

-62.5%

6

-50.0%

15

16

-6.3%

Delivered Units

366

1,504

-75.7%

1,477

-75.2%

2,394

3,205

-25.3%

Delivered PSV 2

214,826

454,880

-52.8%

373,144

-42.4%

1,128,126

848,178

33.0%

 

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

2) PSV - Potential sales value of delivered units.

 

 

31


 
 

Financial Results

 

Revenues

Net revenues for the Gafisa segment in 3Q14 totaled R$365.3 million, down 8.2% versus 2Q14 and 15.5% versus the prior year period. The decline reflects the lower level of sales in the period.

 

In the 3Q14, approximately 97.0% of Gafisa Segment revenues were derived from projects in Rio de Janeiro/ São Paulo, while 3.0% were derived from projects in non-core markets. The table below provides additional details.

 

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

 

3Q14

3Q13

Launches

Pre-sales

% Sales

Launches

Pre-sales

% Sales

Launches

Pre-sales

% Sales

2014

130,368

67%

10,583

3%

-

0%

-

0%

2013

15,349

8%

30,555

8%

36,885

20%

21,782

5%

2012

19,783

10%

140,022

38%

40,995

22%

100,993

23%

≤ 2011

29,393

15%

184,095

50%

110,836

59%

282,878

65%

Total

194,892

100%

365,255

100%

188,716

100%

432,252

100%

SP + RJ

171,603

88%

354,210

97%

174,510

92%

413,665

96%

Other Markets

23,289

12%

11,045

3%

14,206

8%

18,587

4%

                 

 

 

Gross Profit & Margin

Gross profit for the Gafisa segment in 3Q14 was R$106.7 million, compared to R$119.1 million in 2Q14, and R$165.9 million in the prior year period. Gross margin for the quarter was 29.2%, in line with the margin of 29.9% in the previous quarter. Excluding financial impacts, the adjusted gross margin reached 38.7% in 3Q14 compared to 38.1% in the 2Q14 and 37.6% in the prior year. Gafisa’s margins and profitability have improved, in keeping with the delivery of legacy projects and the strategic consolidation of the segment’s footprint. At the same time, the increased contribution of newer, more profitable projects launched by the end of 2013 positively impacted results.

The below table contains more details on the breakdown of Gafisa’s gross margin in 3Q14.

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

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y (%)

9M14

9M13

Y/Y (%)

Net Revenue

365,256

397,907

-8.2%

432,252

-15.5%

1,089,913

1,173,897

-7.2%

Gross Profit

106,723

119,135

-10.4%

165,939

-35.7%

314,748

377,772

-16.7%

Gross Margin

29.2%

29.9%

-72 bps

38.4%

-917 bps

28.9%

32.2%

-330 bps

( - ) Financial costs

(34,739)

(32,321)

7.5%

25,956

33.8%

94,700

68,541

38.2%

Adjusted Gross Profit

141,462

151,456

-6.6%

191,895

-26.3%

409,448

446,313

-8.3%

Adjusted Gross Margin

38.7%

38.1%

60 bps

44.4%

-570 bps

37.6%

38.0%

-40 bps

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

 

SP + RJ

Other Markets

3Q14

Net Revenue

354,210

11,046

365,255

Adjusted Gross Profit

140,361

1,101

141,461

Adjusted Gross Margin

39.6%

10.0%

38.7%

 

Selling, General and Administrative Expenses (SG&A)

SG&A expenses totaled R$53.4 million in the 3Q14, a 6.4% y-o-y decrease. Selling expenses decreased by R$5.6 million, or 20.4% y-o-y, despite the higher volume of launches, reflecting lower marketing expenses and sales commissions. For the year, sales expenses totaled R$69.1 million, a significant reduction of 31.7% over the same period last year.

 

 

32


 
 

 

The segment’s general and administrative expenses reached R$32.0 million in 3Q14, remaining stable compared with the previous quarter, and growing 6.4% compared to 3Q13, due to a higher volume of spending on outsourced services and IT. In the 9M14, these expenses totaled R$95.9 million, compared to R$90.6 million in the year-ago comparison.

 

The reduction in the level of selling, general and administrative expenses in the Gafisa segment reflects the Company's commitment to improve operational efficiency and achieve costs and expenses that are appropriate for the business cycle.

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

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y(%) (%)

9M14

9M13

Y/Y(%)

Selling Expenses

21,713

28,425

-23.6%

27,287

-20.4%

69,133

101,166

-31.7%

General & Administrative Expenses

32,031

31,406

2.0%

30,108

6.4%

95,886

90,586

5.9%

Total SG&A Expenses

53,744

59,831

-10.2%

57,395

-6.4%

165,019

191,752

-13.9%

Launches

419,134

314,733

33.2%

107,248

290.8%

1,023,012

406,187

151.9%

Net Pre-Sales

194,892

251,290

-22.4%

188,716

3.3%

633,738

506,742

25.1%

Net Revenue

365,256

397,907

-8.2%

432,252

-15.5%

1,089,913

1,173,897

-7.2%

 

The Other Revenues / Operating Expenses line totaled an expense of R$15.7 million, down 36.0% compared to the 2Q14, and an increase of 31.9% compared to the previous year. The below table contains more details on the breakdown of this expense.

Table 14. Gafisa Segment– Other Revenues / Operating Expenses (R$000)

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y(%) (%)

9M14

9M13

Y/Y(%)

Litigation expenses

(13,750)

(10,667)

28.9%

(17,385)

20.4%

(40,419)

(33,238)

21.6%

Expenses w/ upgrading the balance of the stock options program for AUSA shares

-

(13,863)

100.0%

-

-

(13,863)

-

-

Other

(1,829)

179

-1121.8%

5,505

-133.2%

(1,637)

5,013

-132.7%

Total

(15,579)

(24,351)

-36.0%

(11,880)

-31.9%

(55,919)

(28,225)

98.1%

Strong deliveries over the past two years, including delayed projects in other markets, were instrumental in the increase of the contingency level. Given Gafisa’s narrowed footprint to São Paulo and Rio de Janeiro and the delivery of outstanding legacy projects in other markets, we should perceive a reduction of this potential liability. In fact, over the course of the coming years, a reduction in the volume of these expenses is expected.

 

 

33


 
 

Adjusted EBITDA

Adjusted EBITDA for the Gafisa segment totaled R$76.7 million in the 3Q14, down 36.6%, as compared to R$121.0 million in the previous year, and 8.0% as compared to the R$83.4 million recorded in 2Q14. The result was impacted by lower revenue in the period. Adjusted EBITDA does not take into consideration the impact of Alphaville equity income. The adjusted EBITDA margin, using the same criteria, reached 21.0%, compared with a margin of 28.0% in the year-ago period, and 20.9% in the 2Q14. In the 9M14, the Gafisa segment’s adjusted EBITDA reached R$214.8 million, with a margin of 19.7%, an increase when compared to 19.0% in 2013.

 

Table 15. Gafisa Segment - Adjusted EBITDA (R$000)

 

3Q14

2Q14

Q/Q(%)

3Q13

Y/Y(%)

9M14

9M13

Y/Y(%)

Net (Loss) Profit

15,263

17,132

-10.9%

76,731

-80.1%

30,068

76,979

-60.9%

(+) Financial results

13,086

4,405

197.1%

42,115

-68.9%

25,315

129,774

-80.5%

(+) Income taxes

8,789

7,208

21.9%

2,396

266.8%

20,019

8,772

128.2%

(+) Depreciation & Amortization

7,744

11,311

-31.5%

15,284

-49.3%

30,261

30,328

-0.2%

(+) Capitalized interests

34,739

32,321

7.5%

25,956

33.8%

94,700

68,541

38.2%

(+) Expenses w/ stock options

2,886

20,809

-58.5%

4,131

-30.1%

27,265

13,611

100.3%

(+) Minority shareholders

778

(1,441)

-154.0%

1,413

-44.9%

(1,213)

23,030

-105.3%

(-) Alphaville Effect Result

(6,595)

(8,392)

-21.4%

(46,993)

-86.0%

(11,560)

(127,758)

-91.0%

Adjusted EBITDA

76,690

83,353

-8.0%

121,034

-36.6%

214,855

223,278

-3.8%

Net revenue

365,256

397,907

-8.2%

432,252

-15.5%

1,089,913

1,173,897

-7.2%

Adjusted EBITDA Margin

21.0%

20.9%

5 bps

28.0%

-700 bps

19.7%

19.0%

-829 bps

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

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

 

Backlog of Revenues and Results

The backlog of results to be recognized under the PoC method was R$448.9 million in the 3Q14. The consolidated margin for the quarter was 38.8%, an increase of 430 bps compared to the result posted last year.

Table 16. Gafisa Segment - Results to be recognized (REF) (R$000)

 

3Q14

2Q14

Q/Q(%)

3Q13

Y/Y(%)

Revenues to be recognized

1,157,390

1,298,089

-10.8%

1,625,581

-28.8%

Costs to be recognized (units sold)

(708,427)

(827,728)

-14.4%

(1,064,057)

-33.4%

Results to be Recognized

448,963

470,361

-4.5%

561,524

-20.0%

Backlog Margin

38.8%

36.2%

260 bps

34.5%

430 bps

 

 

34


 
 

TENDA SEGMENT

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

 

Operating Results

 

Tenda Segment Launches

Third quarter launches totaled R$91.3 million and included 2 projects/phases in the states of Rio de Janeiro and Bahia. In the 9M14, 8 projects were launched, totaling R$371.4 million. The brand accounted for 17.9% of 3Q14 consolidated launches and 25.5% for the 9M14.

 

 

 

 

During 3Q14, gross sales reached R$182.2 million, while net pre-sales totaled R$35.9 million. In the 9M14, Tenda reached R$726.5 million in gross sales and R$269.4 million in net pre-sales. Sales from inventory accounted for 79.2% of the total, while sales from units launched during 3Q14 accounted for the remaining 20.8%. For the year, launches accounted for 31.6% of the total sold.

 

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

 

 

 

Table 17. Tenda Segment – Launches and Pre-sales (R$000)

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y (%)

9M14

9M13

Y/Y (%)

Launches

91,294

99,011

-7.8%

103,644

-11.9%

371,749

250,396

48.5%

Pre-sales

35,892

181,728

-80.3%

150.151

-76.1%

269,387

326,777

-17.6%

 

 

 

35


 
 

Sales over Supply (SoS)

In 3Q14, sales velocity (sales over supply) was 4.6%, considering the last 12 months, Tenda SoS ended the 3Q14 at 37.8%.

 

 

 

 

Dissolutions

The level of dissolutions in the Tenda segment totaled R$146.3 million in 3Q14, an increase of 9.6% over the 3Q13 and 24.4% compared to 2Q14. In the 9M14, dissolutions totaled R$457.1 million.

 

 

 

 

This quarter, the level of dissolutions in the Tenda segment was particularly impacted by the high volume of deliveries related to legacy projects, representing 70% of PSV delivered in the period. Of the total dissolutions in the Tenda segment in 3Q14, 78% was related to legacy projects.

Table 18. Tenda Segment – Net Pre-sales by Market (R$000)

 

1Q12

2Q12

3Q12

4Q12

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

9M14

New Model

 

 

 

 

 

 

 

 

 

 

 

 

Gross Sales

-

-

-

-

13,656

57,011

59,713

84,491

94,365

116,302

75,172

283,531

Dissolutions

-

-

-

-

-

(2,126)

(7,433)

(6,293)

(34,195)

(25,135)

(31,640)

(88,662)

Net Sales

-

-

-

-

13,656

54,885

52,279

78,197

60,170

91,167

43,532

194,869

Legacy Projects

 

 

 

 

 

 

 

 

 

 

 

 

Gross Sales

249,142

344,855

293,801

287,935

225,646

270,677

223,909

154,197

150,566

183,040

107,056

442,971

Dissolutions

(339,585)

(329,127)

(263,751)

(317,589)

(232,517)

(155,722)

(126,038)

(68,769)

(158,969)

(92,479)

(114,697)

(368,454)

Net Sales

(90,443)

15,728

30,050

(29,653)

(6,871)

114,956

97,872

85,429

(8,402)

90,561

(7,641)

74,517

Total

 

 

 

 

 

 

 

 

 

 

 

 

Dissolutions

3,157

2,984

2,202

2,509

1,700

1,172

924

491

1,259

810

948

3,038

Gross Sales

249,142

344,855

293,801

287,935

239,302

327,689

283,622

238,688

244,931

299,342

182,228

726,502

Dissolutions

(339,585)

(329,127)

(263,751)

(317,589)

(232,517)

(157,848)

(133,471)

(75,062)

(193,164)

(117,614)

(146,337)

(457,116)

Net Sales

(90,443)

15,728

30,050

(29,653)

6,785

169,841

150,151

163,626

51,767

181,728

35,891

269,386

Total (R$)

(90,443)

15,728

30,050

(29,653)

6,785

169,841

150,151

163,626

51,767

181,728

35,891

269,386

MCMV

(95,759)

21,461

7,977

(3,630)

36,191

142,602

119,215

122,428

57,157

151,434

38,975

242,175

Out of MCMV

6,316

(5,733)

22,074

(26,023)

(29,406)

29,239

30,936

41,198

(5,390)

30,294

(3,084)

27,211

 

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

 

Of the 901 Tenda units cancelled and returned to inventory in the quarter, 53.7% were resold to qualified customers during the same period. In the 9M14, nearly 75.7% of dissolutions related to the new Tenda model were resold in the same period. The sale and transfer process plays an important role in the New Tenda Business Model. It is expected that within a period of up to 90 days, the effective sale and transfer process will be complete.

 

36


 
 

 

Tenda Segment Transfers

In the 3Q14, Tenda transferred 1,280 units to financial institutions, representing R$160.1 million. In the 9M14, Tenda transferred 4,456 units, representing R$573.3 million.

Table 19. Tenda Segment - PSV Transferred - Tenda (R$000)

 

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

9M14

New Projects

-

26,609

52,466

42,921

49,776

69,563

59,736

179,075

Legacy

274,358

249,699

230,613

145,038

139,721

154,155

100,361

394,236

PSV Transferred1

274,358

276,308

283,079

187,959

189,497

223,717

160,097

573,311

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

 

Tenda Segment Delivered Projects

During 3Q14, Tenda delivered 8 projects/phases and 1,183 units, reaching a PSV of R$152.1 million. In the year, 4,640 units were delivered in 23 projects/phases, totaling a PSV of R$474.5 million. Regarding Tenda’s legacy projects, there are around 3,657 remaining units to be delivered.

 

Inventory

The market value of Tenda inventory was R$712.4 million at the end of the third quarter, up 3.0% when compared to R$691.4 million at the end of 2Q14. Inventory related to the remaining units for the Tenda segment totaled R$386.3 million or 54.2% of the total, down 8.4% over 2Q14 and 21.2% as compared to early 2014. During the period, inventory comprising units within the Minha Casa, Minha Vida program totaled R$533.4 million, or 74.9% of total inventory, while units outside the program totaled R$179.0 million in the 3Q14, down 12.1% q-o-q.

 

Table 20. Tenda Segment - Inventory at Market Value (R$000) – by Region

 

Inventories IP1
2Q14

Launches

Dissolutions

Pre-sales

Price Adjustment + Others5

Inventories FP2 3Q14

% Q/Q3

São Paulo

160,362

-

17,083

(33,786)

5,252

148,911

-7.1%

Rio de Janeiro

144,591

49,608

23,508

(37,076)

1,650

182,281

26.1%

Minas Gerais

98,480

-

47,741

(19,938)

(20,554)

106,270

7.9%

Bahia & Pernambuco

101,765

41,686

16,640

(33,098)

2,250

129,243

27.0%

Others

186,229

-

41,366

(58,871)

(23,072)

145,653

-21.8%

Total Tenda

691,428

91,294

146,337

(182,228)

(34,473)

712,358

3.0%

MCMV

487,857

91,294

98,927

(137,902)

(6,822)

533,355

9.3%

Out of MCMV

203,571

-

47,410

(44,326)

(27,652)

179,003

-12.1%

 

Table 21. Tenda Segment - Inventory at Market Value  (R$000) – Construction Status

 

Not initiated

Up to 30% built

30% to 70% built

More than 70% built

Finished
units ¹

Total 3Q14

New Model - MCMV

91,273

119,172

97,140

15,618

2,873

326,076

Legacy - MCMV

-

-

-

29,410

177,869

207,278

Legacy – Out of MCMV

-

-

-

9,331

169,672

179,003

Total Tenda

91,273

119,172

97,140

54,359

350,413

712,358

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

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

 

 

37


 
 

Tenda Segment Landbank

Tenda segment landbank, with a PSV of approximately R$3.4 billion, is comprised of 38 different projects/phases, of which 21% are located in São Paulo, 23% in Rio de Janeiro, 5% in Minas Gerais and 51% in the Northeast region, specifically in the states of Bahia and Pernambuco. Altogether these amount to more than 24 thousand units.

 

Table 22. - Tenda Segment - Landbank (R$000)

 

PSV - R$ mm
(% Tenda)

% Swap
Total

% Swap
Units

% Swap
Financial

Potential Units
(% Tenda)

Potential
Units
(100%)

São Paulo

690,949

6.8%

6.8%

0.0%

4,573

4,600

Rio de Janeiro

772,183

11.6%

11.6%

0.0%

5,412

5,464

Nordeste

1,723,261

19.4%

11.9%

7.5%

13,335

13,444

Minas Gerais

182,305

56.4%

56.4%

0.0%

1,210

1,292

Total

3,368,697

17.7%

14.3%

3.4%

24,529

24,800

Table 23. Tenda Segment– Changes in the Landbank

 

Initial Landband

Land aquisition

Dissolutions

Launches

Adjusts

Final Landbank

São Paulo/South

498,607

198,280

-

-

(5,938)

690,949

Rio de Janeiro

519,128

259,997

-

49,608

42,665

772,183

Nordeste

1,423,527

353,694

-

41,686

(12,274)

1,723,261

Minas Gerais

268,930

-

-

-

(86,625)

182,305

Total

2,710,192

811,971

-

91,294

(62,172)

3,368,697

In 3Q14, the Company acquired 9 new land plots with potential PSV of R$811.9 million, representing an acquisition cost of R$89.6 million. Of this land, 81% was acquired in cash and 19% through swap agreements.

 

New Model Update and Turnaround

During the 9M14, Tenda launched projects under its New Business Model, which is based on three pillars: operational efficiency, risk management and capital discipline. Currently, the Company continues to operate in four regions: São Paulo, Rio de Janeiro, Minas Gerais and Northeast (Bahia and Pernambuco states), with a launched PSV of R$685.7 million to date. Below is a brief description of the performance of these projects:

Table 24. Tenda – New Model Monitoring

 

Novo Horizonte

Vila Cantuária

Itaim Paulista

Verde Vida F1

Jaraguá

Viva Mais

Campo Limpo

Verde Vida F2

Pq. Rio Maravilha

Candeias

Pq das Flores

Palácio Imperial

Vila Florida

Rio da Prata

Recanto de Abrantes*

Launch

Mar-13

Mar-13

May-13

Jun-13

Aug-13

Nov-13

Dec-13

Jan-14

Mar-14

Mar-14

May-14

May-14

May-14

Aug-14

Sep-14

Local

SP

BA

SP

BA

SP

RJ

SP

BA

RJ

PE

SP

RJ

MG

RJ

BA

Units

580

440

240

339

260

300

300

340

440

432

100

259

432

312

340

Total PSV (R$000)

65.1

45.9

31.2

38.6

40.8

39.7

48

42.2

57.7

57.7

15,3

37.6

57.0

49.6

41.7

Sales

580

421

240

307

257

209

260

116

138

149

55

29

90

30

N/A

% Sales

100%

96%

100%

91%

99%

70%

87%

34%

31%

34%

55%

11%

23%

10%

N/A

SoS avg (Month)

14.1%

5.6%

8.2%

6.0%

10.9%

6.3%

8.6%

3.8%

4.4%

4.9%

10.9%

2.2%

4.6%

4.8%

N/A

Transferred (Sales)

578

392

230

279

254

144

220

87

98

76

37

0

48

0

N/A

% Transferred

100%

93%

96%

91%

99%

69%

85%

75%

71%

51%

67%

0%

53%

0%

N/A

Work progress

100%

99%

100%

62%

89%

81%

55%

62%

47%

6%

35%

2%

7%

0%

N/A

* This project was launched in the last weekend of the quarter.

 

The Recanto de Abrantes development was launched at the end of the quarter. Therefore, it was too early to determine its performance.

 

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

 

 

38


 
 

Financial Result

 

Revenues

Tenda’s net revenue in 3Q14 totaled R$128.9 million, a reduction of 27.1% compared with the previous quarter. The decline reflects the lower level of sales in the period. As shown in the table below, revenues from new projects accounted for 64.2% of Tenda’s revenues in 3Q14, while revenues from older projects accounted for the remaining 35.8%. In the 9M14, Tenda recorded net income of R$411.8 million, of which R$205.7 million, or 49.9%, is related to the New Business Model.

Table 25. Tenda - Pre-Sales and Recognized Revenues (R$000)

 

3Q14

3Q13

Launches

Pre-Sales

% Sales

Launches

Pre-Sales

Launches

Pre-Sales

% Sales

% Receita

2014

22,490

63%

9,535

8%

-

0%

-

0%

2013

21,043

59%

69,192

56%

74,307

49%

15,801

8%

2012

-

0%

-

0%

-

0%

-

0%

≤ 2011

(7,641)

-21%

50,208

36%

75,844

51%

168,605

86%

Landbank Sale

-

0%

-

0%

-

0%

11,389

6%

Total

35,891

100%

128,935

100%

150,151

100%

195,795

100%

Legacy

(7,641)

-21.3%

50,208

35.8%

75,844

50.5%

179,994

91.9%

New Model

43,532

121.3%

78,727

64.2%

74,307

49.5%

15,801

8,1%

 

 

Gross Profit & Margin

Gross profit in 3Q14 reached R$22.1 million, compared to R$45.8 million in 2Q14, and R$7.6 million in the previous year. Gross margin for the quarter reached 17.2%, compared to 25.9% in 2Q14 and 3.9% in the prior-year period. The year-over-year improvement in gross margin is due to the increased participation of projects launched under the New Business Model, which have higher margins and profitability, revenue levels of Tenda, as has been observed in recent quarters and more sharply in 2014.

Below is Tenda’s gross margin breakdown in 3Q14. It is worth noting that the gross margin for the first projects under Tenda’s new business model also benefits from the use of landbank acquired in the past, resulting in increased profitability.

 

Table 26. Tenda – Gross Margin (R$000)

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y (%)

9M14

9M13

Y/Y (%)

Net Revenue

128,935

176,923

-27.1%

195,795

-34.1%

411,809

602,564

-31.7%

Gross Profit

22,130

45,769

-51.6%

7,564

192.6%

76,357

17,674

332.0%

Gross Margin

17.2%

25.9%

-871 bps

3.9%

1330 bps

18.5%

2.9%

1561 bps

( - ) Financial Costs

(16,328)

(8,036)

103.2%

(16,613)

-1.7%

(31,469)

(43,796)

-28.1%

Adjusted Gross Profit

38,458

53,805

-28.5%

24,177

59.1%

107,826

61,470

75.4%

Adjusted Gross Margin

29.8%

30.4%

-60 bps

12.3%

1750 bps

26.2%

10.2%

1600 bps

 

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

During 3Q14, selling, general and administrative expenses totaled R$34.2 million, a 22.2% decrease compared to R$43.9 million in 3Q13. For the year the reduction was 18.1%, with selling, general and administrative expenses totaling R$104.6 million.


 

 

39


 
 

Selling expenses totaled R$15.3 million in 3Q14, a 18.9% decrease y-o-y, due to the sale of units through the segment’s own stores, which started with the implementation of the New Business Model in early 2013. In the 9M14, selling expenses were reduced by 31.1%, reaching R$41.8 million.

Regarding general and administrative expenses, there was a reduction of R$6.2 million or 24.7% over the previous year, reaching R$18.9 million in the quarter. In the 9M14, general and administrative expenses reached R$62.8 million, down 6.5% compared to the 9M13.

Table 27. Tenda – SG&A Expenses (R$000)

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y (%)

9M14

9M13

Y/Y (%)

Selling Expenses

15,311

14,668

4.4%

18,878

-18.9%

41,766

60,626

-31.1%

General & Administ. Expenses

18,856

25,012

-24.6%

25,047

-24.7%

62,838

67,173

-6.5%

Total SG&A Expenses

34,167

39,680

-13.9%

43,925

-22.2%

104,604

127,799

-18.1%

Launches

91,294

99,011

-7.8%

103,644

-11.9%

371,749

250,396

48.5%

Net Pre-Sales

35,892

181,728

-80.3%

150,151

-76.1%

269,387

326,777

-17.6%

Net Revenue

128,935

176,923

-27.1%

195,795

-34.1%

411,809

602,563

-31.7%

 

The Other Revenues / Operating Expenses line totaled an expense of R$11.7 million, down 21.6% compared to the 2Q14, and 28.3% compared to the previous year. The below table contains more details on the breakdown of this expense.

 

Table 28. Tenda Segment– Other Revenues / Operating Expenses (R$000)

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y(%) (%)

9M14

9M13

Y/Y(%)

Litigation expenses

(11,737)

(14,981)

21.7%

(14,764)

21.1%

(36,864)

(14,150)

-160.5%

Other

2

13

-84.6%

(1,473)

-100.1%

158

(1,473)

110.7%

Total

(11,735)

(14,968)

21.6%

(16,237)

28.3%

(36,706)

(15,623)

-134.9%

 

Adjusted EBITDA

Adjusted EBITDA was negative R$9.8 million in 3Q14, compared to negative R$28.0 million last year and negative R$1.9 million in 2Q14. For the year, adjusted EBITDA was negative R$36.6 million, compared to negative R$59.3 million last year.

Despite the lower level of revenue, on a year-over-year basis, Tenda was able to improve its operating performance due to the expansion of its adjusted gross margin and reduction in its cost and expense structure.

Table 29. Tenda - Adjusted EBITDA (R$000)

 

3Q14

2Q14

Q/Q(%)

3Q13

Y/Y(%)

9M14

9M13

Y/Y(%)

Net (Loss) Profit

(25,219)

(17,983)

-40.2%

(60,955)

-58.6%

(80,662)

(130,819)

-38.3%

(+) Financial results

(5,058)

(1,333)

-279.4%

6,370

-179.4%

(6,301)

1,538

-509.7%

(+) Income taxes

374

4,464

-91.6%

4,622

-91.9%

7,413

11,676

-36.5%

(+) Depreciation & Amortization

3,971

4,666

-14.9%

2,858

38.9%

11,453

8,245

38.9%

(+) Capitalized interests

16,328

8,036

103.2%

16,613

-1.7%

31,469

43,795

-28.1%

(+) Expenses w/ stock options

286

6

4,666.7%

39

634.0%

311

104

199.0%

(+) Minority shareholders

(510)

237

-315.2%

2,425

-121.0%

(331)

6,115

-105.4%

Adjusted EBITDA

(9,828)

(1,907)

-415.4%

(28,027)

-64.9%

(36,648)

(59,346)

38.2%

Net revenue

128,935

176,923

-27.1%

195,795

-34.1%

411,809

602,564

-31.7%

Adjusted EBITDA Margin

-7.62%

-1.1%

-654 bps

-14.3%

669 bps

-8.90%

-9.85%

95 bps

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

2) Tenda does not hold equity interest in Alphaville.

 

 

40


 
 

Backlog of Revenues and Results

The backlog of results to be recognized under the PoC method was R$40.0 million in 3Q14. The consolidated margin for the quarter was 28.7%.

Table 30. Results to be recognized (REF) (R$000)

 

3Q14

2Q14

Q/Q(%)

3Q13

Y/Y(%)

Revenues to be recognized

139,318

207,912

-33.0%

274,642

-49.3%

Costs to be recognized (units sold)

(99,308)

(146,349)

-32.1%

(211,853)

-53.1%

Results to be Recognized

40,010

61,563

-35.0%

62,789

-36.3%

Backlog Margin

28.7%

29.6%

-90 bps

22.9%

580 bps

 

 

Balance Sheet and Consolidated Financial Results

 

Cash and Cash Equivalents

On September 30, 2014, cash and cash equivalents, and securities, totaled R$1.5 billion.

Accounts Receivable

At the end of the 3Q14, total consolidated accounts receivable decreased 25.1% y-o-y to R$3.3 billion, and was 8.8% below the R$3.6 billion recorded in the 2Q14.

Currently, the Gafisa and Tenda segments have approximately R$673.8 million in accounts receivable from finished units.

Table 31. Total Receivables (R$000)

 

 

3Q14

2Q14

Q/Q(%)

3Q13

Y/Y(%)

Receivables from developments (off balance sheet)

1,345,831

1,563,052

-13.9%

1,972,210

-31.8%

Receivables from PoC – ST (on balance sheet)

1,575,922

1,709,718

-7.8%

2,103,130

-25.1%

Receivables from PoC – LT (on balance sheet)

355,292

322,356

10.2%

301,570

17.8%

Total

3,277,045

3,595,126

-8.8%

4,376,910

-25.1%

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 BRGAAP

 

 

Cash Generation

Operational cash generation performed well during the year. The Company ended 3Q14 with operating cash flow of R$49.4 million, reaching R$195.5 million in the 9M14, reflecting: (i) the transfer/receiving process for units sold with financing agents (R$381.1 million was transferred during the period, totaling R$1.2 billion in the year), and; (ii) greater control over the Company’s business cycle.

 

Free cash generation for the period was positive again, reaching R$23.5 million. In the 9M14, excluding certain non-recurring events, free cash generation was positive at R$42.3 million. The main non-recurring events that impacted free cash generation were: (i) R$58.5 million used in the share buyback program; (ii) the payment of R$63.6 million in taxes on the sale of Alphaville; and (iii) the payment of interest on own capital in the amount of R$130.2 million.

 

Table 32. Cash Generation

 

3Q13

4Q13

1Q14

2Q14

3Q14

Availabilities

781,606

2,024,163

1,563,226

1,279,568

1,463,425

Change in Availabilities(1)

(319,554)

1,242,557

(460,937)

(283,658)

183,857

Total Debt + Investor Obligations

3,639,707

3,183,208

2,967,050

2,687,851

2,848,249

Change in Total Debt + Investor Obligations(2)

19,329

(456,499)

(216,158)

(279,199)

160,399

Other changes in investments(3)

370,998

(1,520,912)

265,284

268,471

268,471

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

32,115

178,144

20,505

(1,273)

23,488

Cash Generation Final

(80,855)

97,289

20,505

19,233

42,721

 

 

23

41


 
 

 

Liquidity

At the end of September, 2014, the Company’s Net Debt/Equity ratio reached 44.3%, in line with the previous quarter and significantly lower than the ratio of 126.0% recorded in 3Q13.

 

Excluding project finance, the Net Debt/Equity ratio was negative 22.8%.

 

The Company's consolidated gross debt reached R$2.8 billion at the end of 3Q14, compared to R$2.7 billion at the end of 2Q14 and R$3.6 billion in 3Q13. As previously announced, the Company has been using part of the proceeds of the Alphaville transaction to reduce its gross debt. In the 3Q14, the Company amortized R$323.0 million in debt, of which R$190.4 million was project finance and the other R$132.6 million was corporate debt. Considering the 9M14, the amount amortized was R$1.2 billion or 98.1% of gross debt, maturing in 2014. However, there were disbursements of R$666.6 million, resulting in a net amortization of R$575.8 million.

 

Table 33. Debt and Investor Obligations

 

3Q14

2Q14

Q/Q(%)

3Q13

Y/Y(%)

Debentures - FGTS (A)

950,914

925,850

2.7%

1,089,263

-12.7%

Debentures - Working Capital (B)

450,336

310,052

45.2%

710,069

-36.6%

Project Financing SFH – (C)

1,146,570

1,012,618

13.2%

756,173

51.6%

Working Capital (D)

283,349

424,669

-33.3%

954,449

-70.3%

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

2,831,169

2,673,189

5.9%

3,509,954

-19.3%

Investor Obligations (F)

17,080

14,662

16.5%

129,747

-86.8%

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

2,848,249

2,687,851

6.0%

3,639,701

-21.7%

Cash and availabilities (H)

1,463,425

1,279,568

14.4%

781,606

87.2%

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

1,384,795

1,408,283

-1.7%

2,858,095

-51.5%

Equity + Minority Shareholders (J)

3,129,137

3,138,131

-0.3%

2,267,662

38.0%

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

44.3%

44.9%

-62 bps

126.0%

-8178 bps

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

-22.8%

-16.9%

-588 bps

44.7%

-6743 bps

 

 

The Company ended the third quarter of 2014 with R$874.7 million of total debt due in the short term. It should be noted, however, that 62.4% of this volume relates to debt linked to the Company's projects.

 

Table 34 - Debt Maturity (R$000)

 

Average Cost (a.a.)

Total

Until Sep/15

Until Sep/16

Until Sep/17

Until Sep/18

After Sep/18

Debentures - FGTS (A)

TR + (9.28% - 9.816%)

950,914

226,919

349,512

274,621

99,862

-

Debentures - Working Capital (B)

CDI + (1.90% - 1.95%) / IPCA + 7.96%

450,336

163,520

169,818

52,856

64,142

-

Project Financing SFH – (C)

TR + (8.30% - 11.00%) / (117.0% - 120.0%) CDI

1,146,570

319,138

453,164

258,960

107,225

8,083

Working Capital (D)

CDI + (1.30% - 3.04%) / (117.9% - 123.0%) CDI

283,349

155,223

108,438

19,688

-

-

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

 

2,831,169

864,800

1,080,932

606,125

271,229

8,083

Investor Obligations (F)

CDI + 0.59%

17,080

9,935

4,865

2,280

-

-

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

 

2,848,249

874,735

1,085,797

608,405

271,229

8,083

% Total maturity per period

 

 

31%

38%

21%

10%

0%

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

 

62.4%

73.9%

87.7%

76.4%

100.0%

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

 

37.6%

26.1%

12.3%

23.6%

0,0%

Ratio Corporate Debt / Mortgages

26% / 74%

 

 

 

 

 

 

 

42


 
 

Financial Results

 

Revenue

On a consolidated basis, net revenue in the 3Q14 totaled R$494.2 million, down 14.0% over the previous quarter. In the 9M14 total net revenue was R$1.5 billion.

 

In the 3Q14, the Gafisa segment represented 73.9% of revenues while Tenda accounted for 26.1%. For the year, Gafisa accounted for 72.6% while Tenda accounted for 27.4% of consolidated revenue.

 

 

Gross Profit & Margin

Gross profit in 3Q14 was R$128.9 million, compared to R$164.9 million in 2Q14, and R$173.5 million in the previous year. The result was impacted by lower revenue in the period. Gross margin for the quarter reached

26.1%, down 155 bps over the previous year. Adjusted gross profit reached R$179.9 million, with a margin of 36.4%, compared to 35.7% in the 2Q14 and 34.4% in the previous year. The gross margin is improving as Gafisa and Tenda segment legacy projects are replaced by projects launched in core markets and under the new Tenda business model, which contain improved profitability. The increased contribution of more profitable projects to consolidated results can be observed in recent quarters. In the 9M14 adjusted gross profit reached R$517.3 million with a gross margin of 34.4%, versus R$507.8 million and an adjusted gross margin of 28.6% in the same period last year.

 

Table 35. Gafisa Group – Gross Margin (R$000)

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y (%)

9M14

9M13

Y/Y (%)

Net Revenue

494,191

574,830

-14.0%

628,047

-21.3%

1,501,722

1,776,461

-15.5%

Gross Profit

128,853

164,904

-21.9%

173,503

-25.7%

391,105

395,446

-1.1%

Gross Margin

26.1%

28.7%

-261 bps

27.6%

-155 bps

26.0%

22.3%

378 bps

( - ) Financial costs

(51,067)

(40,357)

26.5%

(42,569)

20.0%

(126,169)

(112,337)

12.3%

Adjusted Gross Profit

179,920

205,261

-12.3%

216,072

-16.7%

517,274

507,783

1.9%

Adjusted Gross Margin

36.4%

35.7%

70 bps

34.4%

200 bps

34.4%

28.6%

586 bps

 

 

Selling, General and Administrative Expenses (SG&A)

SG&A expenses totaled R$87.9 million in the 3Q14, down 13.2% y-o-y. Compared to the 2Q14, the decrease was 11.7%. For the first nine months of the year, selling, general and administrative expenses totaled R$269.6 million, 15.6% lower year-on-year.

 

 

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

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y (%)

9M14

9M13

Y/Y (%)

Selling Expenses

37,024

43,093

-14.1%

46,165

-19.8%

110,899

161,792

-31.5%

General & Administ. Expenses

50,887

56,418

-9.8%

55,155

-7.7%

158,724

157,759

0.6%

Total SG&A Expenses

87,911

99,511

-11.7%

101,320

-13.2%

269,623

319,551

-15.6%

Launches

510,428

413,744

23.4%

210,892

142.0%

1,394,761

656,583

112.4%

Net Pre-Sales

230,784

433,018

-46.7%

338,867

-31.9%

903,124

833,519

8.4%

Net Revenue

494,191

574,830

-14.0%

628,047

-21.3%

1,501,722

1,776,460

-15.5%

 

With the turnaround process coming to an end, the Company is seeking to streamline its cost and expense structure and SG&A. In the coming quarters, the Company is looking to improve productivity and increase the efficiency and assertiveness of its operations.

 

 

 

43


 
 

 

Note that in 2014, certain non-recurring expenses were incurred, recorded in previous quarters, as advisory services to the Alphaville operation (R$4.4 million), and also due to the Gafisa and Tenda separation process (R$4.2 million). Excluding these effects, general and administrative expenses totaled R$158.7 million in the 9M14, a decrease of 4.8% compared to the 9M13, thereby confirming the Company’s commitment and efforts to reduce its level of expenses.

 

The Other Revenues / Operating Expenses line totaled an expense of R$27.3 million, down 30.5% compared to the 2Q14, and 2.8% compared to the previous year. The table below contains more details on the breakdown of this expense.

 

Table 37. Gafisa Segment– Other Revenues / Operating Expenses (R$000)

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y(%) (%)

9M14

9M13

Y/Y(%)

Litigation expenses

(25,487)

(25,648)

-0.6%

(32,149)

-20.7%

(77,283)

(47,388)

63.1%

Expenses w/ upgrading the balance of the stock options program for AUSA shares

-

(13,863)

100%

-

-

(13,863)

-

-

Other

(1,827)

192

-1051.6%

4,032

-145.3%

(1,479)

3,540

-141.8%

Total

(27,314)

(39,319)

-30.5%

(28,117)

-2.9%

(92,625)

(43,848)

111.2%

 

Consolidated Adjusted EBITDA

Adjusted EBITDA totaled R$73.5 million in the 3Q14, considering the Alphaville equity income impact. Consolidated adjusted EBITDA margin, using the same criteria, was 14.9%, compared with a 22.3% margin reported in the previous year and 15.6% reported in 2Q14. In the 9M14, consolidated EBITDA was R$189.8 million, with a margin of 12.6%.

 

Table 38. Gafisa Group - Consolidated Adjusted EBITDA (R$000)

 

3Q14

2Q14

Q/Q(%)

3Q13

Y/Y(%)

9M14

9M13

Y/Y(%)

Net (Loss) Profit

(9,956)

(851)

-1,069.9%

15,777

-163.1%

(50,594)

(53,840)

6.0%

(+) Financial Results

8,028

3,072

161.3%

48,486

-83.4%

19,014

131,313

-85.5%

(+) Income taxes

9,163

11,672

-21.5%

7,019

30.5%

27,432

20,448

34.2%

(+) Depreciation & Amortization

11,715

15,977

-26.7%

18,142

-35.4%

41,714

38,573

8.1%

(+) Capitalized interests

51,067

40,357

26.5%

42,569

20.0%

126,169

112,336

12.3%

(+) Expenses w/ stock options

3,172

20,815

-54.4%

4,170

-23.9%

27,576

13,715

101.1%

(+) Minority shareholders

268

(1,204)

122.3%

3,838

-93.0%

(1,544)

29,145

-105.3%

Adjusted EBITDA

73,457

89,838

-18.2%

140,001

-47.5%

189,767

291,690

-34.9%

Net Revenues

494,191

574,830

-14.0%

628,047

-21.3%

1,501,722

1,776,460

-15.5%

Margem EBITDA Ajustada

14.9%

15.6%

-76 bps

22,3%

-743 bps

12.6%

16.4%

-378 bps

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

 

Depreciation and Amortization

Depreciation and amortization in the 3Q14 reached R$11.7 million, a decrease of 35.4%, compared to R$18.1 million recorded in the 3Q13. In the 9M14, this line totaled R$41.7 million, compared to R$38.6 million recorded a year ago.

 

 

 

Financial Results

The net financial result was negative R$8.0 million in the 3Q14, a sharp improvement compared to a net financial result of negative R$48.5 million in 3Q13. The result compared with a net financial result of negative R$3.1 million in the 2Q14. Financial revenues totaled R$36.5 million, a 114.6% y-o-y increase due to higher cash balances and higher average interest rates in the period. Financial expenses reached R$44.5 million, compared to R$65.5 million in 3Q13, impacted by lower debt levels and also higher interest rates in the period. For the year, R$118.6 million was added to financial revenues and R$137.6 million in expenses, resulting in a negative net balance of R$19 million, compared to a net result of negative R$131.3 million in the same period last year.

 

44


 
 

 

Taxes

Income taxes, social contribution and deferred taxes for 3Q14 amounted to R$9.2 million and totaled R$27.4 million for the year.

Net Income

Gafisa Group ended the 3Q14 with a net loss of R$9.9 million. Excluding the equity income from Alphaville, the Company’s net loss was R$16.5 million in the quarter, compared to a net loss of R$31.2 million recorded in 3Q13. In the 9M14, net income was negative R$50.6 million, compared to R$53.8 million in the previous year.

Table 39 – Consolidated - Net Results - (R$000)

 

3Q14

3Q13

Y/Y (%)

9M14

9M13

Y/Y(%)

Net Revenue

494,191

628,047

-21.3%

1,501,722

1,776,460

-15.5%

Gross Profit

128,853

173,503

-25.7%

391,105

395,446

-1.1%

Gross Margin

26.1%

27.6%

-155 bps

26.0%

22.3%

378 bps

Adjusted Gross Profit1

179,920

216,072

-16.7%

517,274

507,783

1.9%

Adjusted Gross Margin1

36.4%

34.4%

200 bps

34.4%

28.6%

580 bps

Adjusted EBITDA2

73,457

139,997

-47.5%

189,767

291,689

-34.9%

Adjusted EBITDA Margin2

14.9%

22.3%

-750 bps

12.6%

16.4%

-380 bps

Net Income

(9,956)

15,777

-163.1%

(50,594)

(53,840)

-6.0%

(-) Alphaville Equity Income

(6,595)

(46,993)

-86.0%

(11,560)

(127,758)

-91.0%

Net Profit Ex-Alphaville

(16,551)

(31,216)

-47.0%

(62,154)

(181,598)

-65.8%

1) Adjusted by capitalized interests;

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

3) Consolidated EBITDA includes the effect of the Alphaville Equity.

 

Backlog of Revenues and Results

The backlog of results to be recognized under the PoC method reached R$489.0 million in the 3Q14. The consolidated margin for the quarter was 37.7%.

 

Table 40. Gafisa Group - Results to be recognized (REF) (R$000)

 

3Q14

2Q14

Q/Q(%)

3Q13

Y/Y(%)

Revenues to be recognized

1,296,708

1,506,001

-13.9%

1,900,224

-31.8%

Costs to be recognized (units sold)

(807,735)

(974,077)

-17.1%

(1,275,911)

-36.7%

Results to be Recognized

488,973

531,924

-8.1%

624,313

-21.7%

Backlog Margin

37.7%

35.3%

239 bps

32.9%

485 bps

 

 

45


 
 

 

Alphaville sells R$ 405 million in 9M14

          São Paulo, November 7th, 2014 – Alphaville Urbanismo SA releases its results for the 3rd quarter 2014, which are subjected to review by auditors.

Launches

          Launches totaled R$ 67 million this quarter, 77% below 3Q13. The company ended the 9M14 with R$ 376 million in launches, 38% below the same period of 2013.

 

                           

Sales

          The volume of sales totaled R$ 102 million this quarter, 13% above 3Q13. Considering 9M14, sales amounted to R$ 405 million, representing an increase of 10% compared to 2013.

 

                           

 

 

 

46


 
 

 

Financial Results

          During 3Q14, net revenues were R$ 209 million, 0.3% above 3Q13 and 4.6% below net revenues in 2Q14. Net profit in 3Q14 was R$ 22 million, R$ 4 million below the previous quarter.

 

3Q14

3Q13

2Q14

 

R$

R$

Net revenue

209

208

0,3%

219

-4,6%

Net profit

22

43

-49,0%

26

-15,4%

Net margin

11%

21%

 

12%

 

 

          In the first nine months of 2014, net revenues totaled R$ 580 million, 3.8% lower than 9M13. In the same period, net profit was R$ 39 million, 65.7% below the same period of 2013.

 

9M14

9M13

Net revenue

580

603

-3,8%

Net profit

39

112

-65,7%

Net margin

7%

19%

 

         

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

 

For further information, please contact our Investor Relations team at ri@alphaville.com.br or +55 11 3038-7164.

 

 

 

 

 

47


 
 

OUTLOOK

 

On October 20, 2014, the Company disclosed in a Material Fact a revision to its 2014 launch guidance ("Guidance") for the Gafisa segment, due to continuing uncertainties in the current economic environment. This change in the projected volume of launches has also affected guidance for the ratio of Administrative Expenses to Launch Volumes for the Gafisa segment, as well as projected consolidated launches.

 

Launches in the first nine months of 2014 totaled R$1,395 million, representing 75.4% of the midpoint of full year guidance. Gafisa segment accounted for 82.1% of launches and Tenda represented the remaining 17.9%.

Launch Guidance (2014E)

Table 41. Guidance - Launches (2014E)

 

Guidance

(2014E)

Revision

Actual Figures

9M14

9M14A / Midpoint of Guidance

Consolidated Launches

R$2.1 – R$2.5 bn

R$1.7 – R$2.0 bn

1,394.8 million

75%

Breakdown by Brand

 

 

 

 

Gafisa Launches

R$1.5 – R$1.7 bn

R$1.1 – R$1.2 bn

1,023.0 million

89%

Tenda Launches

R$600 – R$800 mn

R$600 – R$800 mn

371.7 million

53%

 

With the completion of the sale of the Alphaville stake in 2013, the Company began 2014 with a solid liquidity position. As reported in this release, the Company’s Net Debt/Equity ratio has remained stable at 44.3% since the 1Q14. Given this result, and considering the Company's business plan for 2014, the Company expects leverage to remain between 55% - 65%, as measured by the Net Debt/Equity ratio.

 

Table 42. Guidance - Leverage (2014E)

 

Guidance

(2014E)

Revision

Actual Figures

9M14

9M14A / Midpoint of Guidance

Consolidated Data

55% - 65% Net Debt / Equity

55% - 65% Net Debt / Equity

44.3%

OK

 

Also on October 20, the Company withdrew its guidance for 2014 regarding the ratio of Administrative Expenses to Launch Volumes for Gafisa. With the reduction in launch guidance for the year, the Company is unable to meet this projection.

 

Table 43. Guidance - Administrative Expenses / Launches Volume (2014E)

 

Guidance

(2014E)

Revision

Gafisa

7.5%

Not applicable

Tenda

Not applicable

Not applicable

 

Table 44. Guidance - Administrative Expenses / Launches Volume (2015E)

 

Guidance

(2015E)

Revision

Gafisa

7.5%

7.5%

Tenda

7.0%

7.0%

 

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

 

Table 45. Guidance – Return on Capital Employed (3 years)

 

Guidance

(3 years)

Revision

Gafisa

14% - 16%

14% - 16%

Tenda

14% - 16%

14% - 16%

 

 

48


 
 

FINANCIALSTATEMENTSGAFISA SEGMENT

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y (%)

9M14

9M13

Y/Y (%)

Net Operating Revenue

365,256

397,907

-8.2%

432,252

-15.5%

1,089,913

1,173,896

-7.2%

Operating Costs

(258,533)

(278,772)

-7.3%

(266,313)

-2.9%

(775,165)

(796,125)

-2.6%

Gross profit

106,723

119,135

-10.4%

165,939

-35.7%

314,748

377,771

-16.7%

Gross Margin

29.2%

29.9%

-70 bps

38.4%

-920 bps

28.9%

32.2%

-330 bps

Operating Expenses

 

 

 

 

 

 

 

 

Selling Expenses

(21,713)

(28,425)

-23.6%

(27,287)

-20.4%

(69,133)

(101,166)

-31.7%

General and Administrative Expenses

(32,031)

(31,406)

2.0%

(30,108)

6.4%

(95,886)

(90,586)

5.9%

Other Operating Revenues / Expenses

(15,585)

(24,351)

-36.0%

(11,880)

31.2%

(55,925)

(28,225)

98.1%

Depreciation and Amortization

(7,744)

(11,311)

-31.5%

(15,284)

-49.3%

(30,261)

(30,328)

-0.2%

Equity pickup

8,266

3,662

125.7%

(5,717)

-244.6%

10,646

(16,668)

-163.9%

Operational Result

37,916

27,304

38.9%

75,663

-49.9%

74,189

110,798

-33.0%

Financial Income

20,583

24,160

-14.8%

9,594

114.5%

75,903

27,060

180.5%

Financial Expenses

(33,669)

(28,565)

17.9%

(51,710)

-34.9%

(101,218)

(156,835)

-35.5%

Net Income Before Taxes on Income

24,830

22,899

8.4%

33,547

-26.0%

48,874

(18,977)

-357.5%

Deferred Taxes

(1)

(91)

-98.9%

146

-100.7%

(384)

(318)

20.8%

Income Tax and Social Contribution

(8,788)

(7,117)

23.5%

(2,542)

245.7%

(19,635)

(8,454)

132.3%

Net Income After Taxes on Income

16,041

15,691

2.2%

31,151

-48.5%

28,855

(27,749)

-204.0%

Net income from discontinued operations

-

-

-

46,993

-100.0%

-

127,758

-100.0%

Minority Shareholders

778

(1,441)

-154.0%

1,413

-44.9%

(1,213)

23,030

-105.3%

Net Result

15,263

17,132

-10.9%

76,731

-80.1%

30,068

76,979

-60.9%

 

 

 

 

 

49


 
 

 

FINANCIAL STATEMENTS TENDA SEGMENT

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y (%)

9M14

9M13

Y/Y (%)

Net Operating Revenue

128,935

176,923

-27.1%

195,795

-34.1%

411,809

602,564

-31.7%

Operating Costs

(106,805)

(131,154)

-18.6%

(188,231)

-43.3%

(335,452)

(584,889)

-42.6%

Gross profit

22,130

45,769

-51.6%

7,564

192.6%

76,357

17,675

332.0%

Gross Margin

17.2%

25.9%

-870 bps

3.8%

1340 bps

18.5%

2.9%

1560 bps

Operating Expenses

 

 

 

 

 

 

 

 

Selling Expenses

(15,311)

(14,668)

4.4%

(18,878)

-18.9%

(41,766)

(60,626)

-31.1%

General and Administrative Expenses

(18,856)

(25,012)

-24.6%

(25,047)

-24.7%

(62,838)

(67,173)

-6.5%

Other Operating Revenues / Expenses

(11,735)

(14,968)

-21.6%

(16,237)

-27.7%

(36,706)

(15,623)

134.9%

Depreciation and Amortization

(3,971)

(4,666)

-14.9%

(2,858)

38.9%

(11,453)

(8,245)

38.9%

Equity pickup

(2,670)

(1,070)

149.5%

7,920

-133.7%

(3,475)

22,502

-115.4%

Operational Result

(30,413)

(14,615)

108.1%

(47,536)

-36.0%

(79,881)

(111,490)

-28.4%

Financial Income

15,890

13,805

15.1%

7,404

114.6%

42,731

25,626

66.7%

Financial Expenses

(10,832)

(12,472)

-13.1%

(13,774)

-21.4%

(36,430)

(27,164)

34.1%

Net Income Before Taxes on Income

(25,355)

(13,282)

90.9%

(53,906)

-53.0%

(73,580)

(113,028)

-34.9%

Deferred Taxes

860

(1,771)

-148.6%

(2,673)

-132.2%

(152)

(6,473)

-97.7%

Income Tax and Social Contribution

(1,234)

(2,693)

-54.2%

(1,950)

-36.7%

(7,261)

(5,203)

39.6%

Net Income After Taxes on Income

(25,729)

(17,746)

45.0%

(58,529)

-56.0%

(80,993)

(124,704)

-35.1%

Minority Shareholders

(510)

237

-315.2%

2,425

-121.0%

(331)

6,115

-105.4%

Net Result

(25,219)

(17,983)

40.2%

(60,954)

-58.6%

(80,662)

(130,819)

-38.3%

 

 

 

50


 
 

CONSOLIDATED FINANCIAL STATEMENTS

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y (%)

9M14

9M13

Y/Y (%)

Net Operating Revenue

494,191

574,830

-14.0%

628,047

-21.3%

1,501,722

1,776,461

-15.5%

Operating Costs

(365,338)

(409,926)

-10.9%

(454,544)

-19.6%

(1,110,617)

(1,381,015)

-19.6%

Gross profit

128,853

164,904

-21.9%

173,503

-25.7%

391,105

395,446

-1.1%

Gross Margin

26.1%

28.7%

-260 bps

27.6%

-150 bps

26.0%

22.3%

370 bps

Operating Expenses

 

 

 

 

 

 

 

 

Selling Expenses

(37,024)

(43,093)

-14.1%

(46,165)

-19.8%

(110,899)

(161,792)

-31.5%

General and Administrative Expenses

(50,887)

(56,418)

-9.8%

(55,155)

-7.7%

(158,724)

(157,759)

0.6%

Other Operating Revenues / Expenses

(27,320)

(39,319)

-30.5%

(28,117)

-2.8%

(92,631)

(43,848)

111.3%

Depreciation and Amortization

(11,715)

(15,977)

-26.7%

(18,142)

-35.4%

(41,714)

(38,573)

8.1%

Equity pickup

5,596

2,592

115.9%

2,203

154.0%

7,171

5,834

22.9%

Operational Result

7,503

12,689

-40.9%

28,127

-73.3%

(5,692)

(692)

722.5%

Financial Income

36,473

37,965

-3.9%

16,998

114.6%

118,634

52,686

125.2%

Financial Expenses

(44,501)

(41,037)

8.4%

(65,484)

-32.0%

(137,648)

(183,999)

-25.2%

Net Income Before Taxes on Income

(525)

9,617

-105.5%

(20,359)

-97.4%

(24,706)

(132,005)

-81.3%

Deferred Taxes

859

(1,862)

-146.1%

(2,527)

-134.0%

(536)

(6,791)

-92.1%

Income Tax and Social Contribution

(10,022)

(9,810)

2.2%

(4,492)

123.1%

(26,896)

(13,657)

96.9%

Net Income After Taxes on Income

(9,688)

(2,055)

371.4%

(27,378)

-64.6%

(52,138)

(152,453)

-65.8%

Net income from discontinued operations

-

-

-

46,993

-100.0%

-

127,758

-100.0%

Minority Shareholders

268

(1,204)

-122.3%

3,838

-93.0%

(1,544)

29,144

-105.3%

Net Result

(9,956)

(851)

1,069.9%

15,777

-163.1%

(50,594)

(53,839)

-6.0%

 

 

51


 
 

BALANCE SHEET GAFISA SEGMENT

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y (%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

903,901

661,449

36.7%

337,984

167.4%

Receivables from clients

1,212,289

1,285,496

-5.7%

1,409,006

-14.0%

Properties for sale

1,298,367

1,050,259

23.6%

926,481

40.1%

Other accounts receivable

191,596

256,083

-25.2%

107,503

78.2%

Prepaid expenses and others

13,517

19,024

-28.9%

32,957

59.0%

Properties for sale

8,175

7,747

5.5%

5,800

40.9%

Asset Available for Sale

-

-

-

449,151

-100.0%

Financial Instruments

-

-

-

2,830

-100.0%

 

3,627,845

3,280,058

10.6%

3,271,712

10.9%

Long-term Assets

 

 

 

 

 

Receivables from clients

332,124

298,596

11.2%

281,191

18.1%

Properties for sale

451,383

467,708

-3.5%

502,000

-10.1%

Financial Instruments

-

-

-

(157)

-100.0%

Other

198,545

221,212

-10.2%

220,514

-10.0%

 

982,052

987,516

-0.6%

1,003,549

-2.1%

Intangible

63,755

63,149

1.0%

71,111

-10.3%

Investments

1,898,323

1,989,855

-4.6%

2,355,090

-19.4%

 

 

 

 

 

 

Total Assets

6,571,975

6,320,578

4.0%

6,701,462

-1.9%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

440,892

548,548

-19.6%

515,449

-14.5%

Debentures

281,104

254,466

10.5%

228,417

23.1%

Obligations for purchase of land and clients

348,970

293,195

19.0%

314,269

11.0%

Materials and service suppliers

62,865

55,888

12.5%

74,331

-15.4%

Taxes and contributions

57,399

59,857

-4.1%

81,916

-29.9%

Investor Obligations

9,935

7,517

32.2%

76

12978.8%

Other

352,048

364,314

-3.4%

899,907

-60.9%

 

1,553,213

1,583,785

-1.9%

2,114,366

-26.5%

Long-term Liabilities

 

 

 

 

 

Loans and financings

932,132

756,049

23.3%

943,276

-1.2%

Debentures

710,811

582,508

22.0%

826,411

-14.0%

Obligations for purchase of land and clients

55,072

66,983

-17.8%

99,604

-44.7%

Deferred taxes

44,515

44,667

-0.3%

67,424

-34.0%

Provision for contingencies

60,718

67,745

-10.4%

4,580

1225.8%

Investor Obligations

7,145

7,145

0.0%

14,443

-50.5%

Other

80,129

74,555

7.5%

138,594

-42.2%

 

1,890,522

1,599,652

18.2%

2,094,331

-9.7%

Shareholders' Equity

 

 

 

 

 

Shareholders' Equity

3,106,915

3,116,181

-0.3%

2,469,276

25.8%

Non-controlling interests

21,325

20,960

1.7%

23,490

-9.2%

 

3,128,240

3,137,141

-0.3%

2,492,765

25.5%

Liabilities and Shareholders' Equity

6,571,975

6,320,578

4.0%

6,701,462

-1.9%

 

 

52


 
 

BALANCE SHEET TENDA SEGMENT

 

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y (%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

559,524

618,119

-9.5%

443,621

26.1%

Receivables from clients

363,633

424,221

-14.3%

694,124

-37.1%

Properties for sale

570,304

527,646

8.1%

563,058

-16.1%

Other accounts receivable

131,971

131,914

0.0%

523,815

-74.8%

Prepaid expenses and other

-

0.0%

9,040

-100.0%

Properties for sale

73,996

98,564

-24.9%

116,368

-36.4%

Asset Available for Sale

-

-

0.0%

375,216

-100.0%

 

1,699,428

1,800,464

-5.6%

2,725,241

-37.6%

Long-term Assets

 

 

 

 

 

Receivables from clients

23,168

23,760

-2.5%

20,379

13.7%

Properties for sale

181,754

110,772

64.1%

154,715

17.5%

Other

89,770

86,017

4.4%

82,955

8.2%

 

294,692

220,549

33.6%

258,049

14.2%

Intangible

39,596

39,429

0.4%

35,943

10.2%

Investments

203,766

193,544

5.3%

205,761

1.0%

 

 

 

 

 

 

Total Assets

2,237,482

2,253,986

-0.7%

3,224,993

-30.6%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

33,469

74,395

-55.0%

110,158

-69.6%

Debentures

109,335

98,928

10.5%

195,795

-44.2%

Obligations for purchase of land and clients

143,323

71,442

100.6%

78,833

93.9%

Materials and service suppliers

20,602

20,732

-0.6%

24,633

-16.4%

Taxes and contributions

79,485

90,748

-12.4%

77,701

2.3%

Other

314,136

317,405

-1.0%

183,320

66.9%

 

700,350

673,650

4.0%

670,440

4.5%

Long-term Liabilities

 

 

 

 

 

Loans and financings

23,426

58,295

-59.8%

141,738

-83.5%

Debentures

300,000

300,000

0.0%

548,709

-45.3%

Obligations for purchase of land

21,087

3,175

564.2%

8,391

151.3%

Deferred taxes

9,783

10,643

-8.1%

14,969

-34.6%

Provision for contingencies

65,062

65,783

-1.1%

-

0.0%

Other

68,629

67,850

1.1%

121,094

-43.3%

 

487,987

505,746

-3.5%

834,901

-41.6%

Shareholders' Equity

 

 

 

 

 

Shareholders' Equity

1,024,864

1,049,799

-2.4%

1,683,593

-39.1%

Non-controlling interests

24,281

24,791

-2.1%

36,059

-32.7%

 

1,049,145

1,074,590

-2.4%

1,719,652

-39.0%

Liabilities and Shareholders' Equity

2,237,482

2,253,986

-0.7%

3,224,993

-30.6%

 

 

 

53


 
 

CONSOLIDATED BALANCE SHEETS

 

3Q14

2Q14

Q/Q (%)

3Q13

Y/Y (%)

Current Assets

 

 

 

 

 

Cash and cash equivalents

1,463,425

1,279,568

14.4%

781,606

87.2%

Receivables from clients

1,575,922

1,709,718

-7.8%

2,103,130

-25.1%

Properties for sale

1,868,671

1,577,905

18.4%

1,489,538

25.5%

Other accounts receivable

184,842

217,263

14.9%

153,865

20.1%

Prepaid expenses and others

20,015

26,223

-23.7%

42,003

-52.3%

Properties for sale

82,171

106,311

-22.7%

122,168

-32.7%

Asset Available for Sale

-

-

0.0%

1,532,226

-100.0%

Financial Instruments

-

-

0.0%

2,830

-100.0%

 

5,195,046

4,916,988

5.7%

6,227,366

-16.6%

Long-term Assets

 

 

 

 

 

Receivables from clients

355,292

322,356

10.2%

301,570

17.8%

Properties for sale

633,137

578,480

9.4%

656,715

-3.6%

Financial Instruments

273,351

292,260

-6.5%

288,424

-5.2%

 

1,261.780

1,193,096

5.8%

1,246,709

1.2%

Intangible

146,431

145,657

0.5%

212,867

-31.2%

Investments

975,597

1,032,662

-5.5%

512,736

90.3%

 

 

 

 

 

 

Total Assets

7,578,854

7,288,403

4.0%

8,199,678

-7.6%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

474,361

622,942

-23.9%

625,608

-24.2%

Debentures

390,439

353,394

10.5%

424,212

-8.0%

Obligations for purchase of land and clients

492,293

364,637

35.0%

445,257

10.6%

Materials and service suppliers

83,467

76,619

8.9%

98,964

-15.7%

Taxes and contributions

108,722

117,728

-7.6%

159,617

-31.9%

Investor Obligations

9,935

7,517

32.2%

115,304

-91.4%

Obligations with Asset Available for Sale

 -

 -

0.0%

693,160

-100.0%

Other

562,118

551,057

2.0%

486,374

15.6%

 

2,121,335

2,093,894

1.3%

3,048,496

-30.4%

Long-term Liabilities

 

 

 

 

 

Loans and financings

955,558

814,345

17.3%

1,085,014

-11.9%

Debentures

1,010,811

882,508

14.5%

1,375,120

-26.5%

Obligations for purchase of land and clients

76,159

70,158

8.6%

107,995

-29.5%

Deferred taxes

54,299

55,310

-1.8%

82,393

-34.1%

Provision for contingencies

125,780

133,528

-5.8%

135,097

-6.9%

Investor Obligations

7,145

7,145

0.0%

14,443

-50.5%

Other

98,630

93,384

5.6%

83,458

18.2%

 

2,328,382

2,056,378

13.2%

2,883,520

-19.3%

Shareholders' Equity

 

 

 

 

 

Shareholders' Equity

3,106,916

3,116,182

-0.3%

2,216,828

40.2%

Non-controlling interests

22,221

21,949

1.2%

50,834

-56.3%

 

3,129,137

3,138,131

-0.3%

2,267,662

38.0%

Liabilities and Shareholders' Equity

7,578,854

7,288,403

4.0%

8,199,678

-7.6%

 

 

54


 
 

 

CASH FLOW

 

3Q14

3Q13

9M14

9M13

Income Before Taxes on Income

(519)

(20,359)

(24,700)

(132,005)

Expenses (income) not affecting working capital

63,715

114,379

193,129

185,778

Depreciation and amortization

11,715

18,142

41,714

38,573

Impairment allowance

(10,063)

(384)

(9,684)

(802)

Expense on stock option plan

3,172

4,170

27,577

13,715

Penalty fee over delayed projects

(4,647)

10,681

(5,322)

(1,417)

Unrealized interest and charges, net

27,102

29,480

47,414

48,904

Equity pickup

(5,596)

(2,203)

(7,171)

(5,834)

Disposal of fixed asset

4,639

14,912

6,836

20,098

Warranty provision

3,937

1,816

(7,020)

(624)

Provision for contingencies

25,487

32,150

77,283

47,388

Profit sharing provision

9,726

8,808

26,151

26,235

Allowance (reversal) for doubtful debts

(6,356)

(2,766)

(9,662)

(5,731)

Profit / Loss from financial instruments

4,599

(427)

4,354

5,273

Clients

113,865

(45,143)

292,887

51,683

Properties for sale

(328,569)

(96,780)

(409,947)

(235,647)

Other receivables

13,237

(18,320)

10,839

(41,393)

Deferred selling expenses and pre-paid expenses

6,206

5,630

15,170

19,520

Obligations on land purchases

133,657

20,470

80,103

45,090

Taxes and contributions

(703)

4,043

(31,791)

(13,060)

Accounts payable

6,848

(2,229)

4,125

11,308

Salaries, payroll charges and bonus provision

2,803

2,417

(43,023)

(36,909)

Other accounts payable

49,968

84,052

19,980

159,288

Current account operations

47,232

54,640

(4,038)

40,943

Paid taxes

(18,326)

(4,636)

(103,008)

(8,570)

Cash used in operating activities

89,414

98,165

(937)

46,026

Investments

 

 

 

 

Purchase of property and equipment

(17,128)

(33,793)

(52,256)

(60,350)

Redemption of securities, restricted securities and loans

(157,180)

1,066,444

2,387,569

3,708,304

Investments in marketable securities, restricted securities

-

(949,013)

(1,880,258)

(3,399,254)

Investments increase

(15,954)

(15,578)

(11,534)

(19,454)

Dividends receivables

(1,990)

9,480

58,311

14,745

Acquisition remaining portion from 20% in AUSA

-

(366,662)

(366,662)

Cash used in investing activities

(192,252)

(289,122)

501,832

(122,671)

Financing

 

 

 

 

Capital increase

-

3

-

4,866

Contributions from venture partners

2,418

1,908

(106,600)

(106,675)

Increase in loans and financing

430,491

288,714

666,692

1,237,027

Repayment of loans and financing

(298,994)

(300,778)

(941,844)

(1,158,400)

Purchase of treasury shares

(2,207)

-

(53,561)

(39,970)

Dividend payments

-

-

(117,129)

-

Proceeds from subscription of redeemable equity interest

-

-

 

(5,089)

Operations of mutual

(2,201)

(1,014)

(8,799)

(12,691)

Sale of treasury shares

4,103

-

17,583

-

Result of sale of treasury shares

(4,094)

-

(10,664)

-

Net cash provided by financing activities

129,516

(11,167)

(554,322)

(80,932)

Net increase (decrease) in cash and cash equivalents

26,678

(202,124)

(53,427)

(157,577)

At the beginning of the period

135,089

476,749

215,194

432,202

At the end of the period

161,767

274,625

161,767

274,625

Net increase (decrease) in cash and cash equivalents

26,678

(202,124)

(53,427)

(157,577)

 

 

55


 
 

 

GLOSSARY

Affordable Entry Level

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

Backlog of Revenues

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

Backlog of Results

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

Backlog Margin

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

LandBank

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

LOT (Urbanized Lots)

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

PoC Method

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

Pre-Sales

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

PSV

Potential Sales Value.

SFH Funds

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

Swap Agreements

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

Operating Cash Flow

Operating cash flow (non-accounting)

 

ABOUT GAFISA

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

 

56


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

1.   Operations

 

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

 

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

 

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

 

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

 

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

 

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

 

On November 07, 2014, the Company’s Board of Directors approved these individual and consolidated quarterly information of the Company and has authorized their disclosure.

 

 

 

57


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

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

 

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

 

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

 

The individual quarterly information, identified as “Company”, were prepared according to the accounting practices adopted in Brazil and the standards issued by the Accounting Pronouncement Committee (CPC) and are disclosed together with the consolidated quarterly information.

 

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

 

 

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

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

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

 

 

 

58


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

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

 

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

 

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

 

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

 

 

2.1.1.   Quarterly consolidated information

 

 

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

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 2.1.1 to the individual and consolidated financial statements as of December 31, 2013.

 

 

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

 

IFRS 15 – Revenue from contracts with customers

 

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

 

 

 

59


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

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

 

IFRS 15 – Revenue from contracts with customers --Continued

 

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

 

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

 

4.   Cash and cash equivalents and short-term investments

 

4.1.    Cash and cash equivalents

 

 

 

Company

Consolidated

 

9/30/2014

12/31/2013

9/30/2014

12/31/2013

 

 

 

 

 

Cash and banks

13,517

11,940

72,804

121,222

Securities purchased under agreement to resell (a)

48,789

27,092

63,463

93,972

Funds held in trust by third parties (b)

-

-

25,500

-

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

62,306

39,032

161,767

215,194

 

(a)     As of September 30, 2014, the securities purchased under agreement to resell include interest earned from 60% to 101.3% of Interbank Deposit Certificates (CDI) (from 75% to 101.8% of CDI in 2013). All investments are made with financial institutions considered by management to be first class.

 

(b)     Amount held in trust by Itaú Corretora de Valores S.A., for settlement, on October 1, 2014, of the first interest installment and the fifth amortization installment related to the first placement of debentures of the subsidiary Tenda, the total paid amounting to R$29,496 (Note 33 (ii)).

 

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

 

 

 

 

60


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

 

4.   Cash and cash equivalents and short-term investments --Continued

 

4.2.    Short-term investments

 

 

Company

Consolidated

 

 

9/30/2014

12/31/2013

9/30/2014

12/31/2013

 

 

 

 

 

Fixed-income Investment funds

275,265

587,878

444,009

706,481

Government bonds (LFT)

38,323

116,888

61,816

140,210

Securities purchased under agreement to resell

241,282

328,169

390,596

393,648

Bank deposit certificates (a)

38,053

113,611

142,061

291,871

Restricted cash in guarantee to loans

149,580

74,305

154,033

105,380

Restricted credits

21,656

20,175

109,143

171,367

Other

-

-

-

12

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

764,159

1,241,026

1,301,658

1,808,969

 

(a)   As of September 30, 2014, Bank Deposit Certificates (CDBs) include interest earned varying from 70% to 108% (from 70% to 109% in 2013) of Interbank Deposit Certificates (CDI). The CDBs earn an average income in excess of those from securities purchased under agreement to resell (Note 4.1); however, the Company invests in short term (up to 20 working days) through securities purchased under agreement to resell taking into account the exemption of IOF, which is not granted in the case of CDBs.

 

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

 

 

5.       Trade accounts receivable of development and services

 

 

Company

Consolidated

 

9/30/2014

12/31/2013

9/30/2014

12/31/2013

 

 

 

 

 

Real estate development and sales

1,064,471

1,205,137

2,050,604

2,356,976

( - ) Allowance for doubtful accounts and cancelled contracts

(6,215)

(7,040)

(124,796)

(179,372)

( - ) Adjustments to present value

(17,460)

(10,188)

(25,224)

(14,484)

Services and construction and other receivables

13,966

28,993

30,630

60,548

 

1,054,762

1,216,902

1,931,214

2,223,668

 

 

 

 

Current

804,177

1,034,833

1,575,922

1,909,877

Non-current

250,585

182,069

355,292

313,791

 

 

 

 

61


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

 

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

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

 

 

Company

Consolidated

Maturity

9/30/2014

12/31/2013

9/30/2014

12/31/2013

 

 

 

 

 

2014

541,094

1,052,062

1,001,051

2,103,733

2015

349,904

95,610

831,874

183,140

2016

98,897

43,011

118,557

61,963

2017

40,692

12,011

70,298

31,677

2018

10,584

6,979

13,167

8,275

2019 onwards

37,266

24,457

46,287

28,736

 

1,078,437

1,234,130

2,081,234

2,417,524

( - ) Adjustment to present value

(17,460)

(10,188)

(25,224)

(14,484)

( - ) Allowance for doubtful account and cancelled contracts

(6,215)

(7,040)

(124,796)

(179,372)

 

1,054,762

1,216,902

1,931,214

2,223,668

 

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

 

 

Company

 

 

 

 

 

 

Balance at December 31. 2013

(7,040)

 

 

Write-offs (Note 23)

825

 

 

Balance at September 30,2014

(6,215)

 

 

 

Consolidated

 

Receivables

Properties for

sale

(Note 6)

Net

 

 

 

Balance at December 31. 2013

(179,372)

107,172

(72,200)

Write-offs (Note 23)

54,576

(44,914)

9,662

Balance at September 30,2014

(124,796)

62,258

(62,538)

       

 

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

 

 

 

62


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

6.   Properties for sale

 

 

Company

Consolidated

 

9/30/2014

12/31/2013

9/30/2014

12/31/2013

 

 

 

 

 

Land

802,489

719,180

1,424,958

1,076,879

Property under construction

475,633

327,343

756,384

630,407

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

-

-

62,258

107,172

Completed units

96,212

74,907

269,484

291,232

( - ) Provision for impairment in the realization of properties for sale

(3,298)

(3,298)

(11,276)

(11,276)

 

1,371,036

1,118,132

2,501,808

2,094,414

 

 

 

 

Current portion

1,069,935

780,867

1,868,671

1,442,019

Non-current portion

301,101

337,265

633,137

652,395

 

 

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

 

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

 

7.   Other accounts receivable

 

 

Company

Consolidated

 

9/30/2014

12/31/2013

9/30/2014

12/31/2013

 

 

 

 

 

Advances to suppliers

2,134

2,544

5,122

5,266

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

15,206

23,679

62,541

70,054

Judicial deposit (Note 17)

107,605

95,343

149,459

127,405

Other

4

78

5,247

5,986

 

 

 

 

 

124,949

121,644

222,369

208,711

 

 

 

 

Current portion

5,844

15,749

66,076

71,083

Non-current portion

119,105

105,895

156,293

137,628

 

 

 

 

63


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

8.   Non-current assets held for sale

 

8.1 Land available for sale

      

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

 

 

Consolidated

 

Cost

Provision for impairment

Net balance

 

 

 

 

Balance at December 31, 2013

172,110

(57,263)

114,847

Additions

4,444

(2,675)

1,769

Reversal/Write-offs

(46,804)

12,359

(34,445)

Balance at September 30, 2014

129,750

(47,579)

82,171

 

 

 

 

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

 

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

 

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

 

Statement of profit or loss

 

9/30/2013

 

 

 

 

 

Net operating revenue

 

603,097

 

Operating costs

 

(328,814)

 

Operating expenses, net

 

(97,953)

 

Depreciation and amortization

 

(13,924)

 

Equity pick-up

 

4,179

 

Financial expenses

 

(20,846)

 

Income and social contribution tax

 

(17,981)

 

 

 

127,758

 

Noncontrolling interests

 

(15,375)

 

Profit for the period

 

112,383

 

Cash flows

 

9/30/2013

 

 

 

 

 

 

 

 

 

Operating activities

 

(203,149)

 

Investing activities

 

102,463

 

Financing activities

 

(18,386)

 

 

 

 

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

 

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

 

64


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

9.   Investments in ownership interests

 

(i)      Ownership interests

 

(a)    Information on subsidiaries and jointly-controlled investees

 

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

 

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Income (loss) for the period

Investments

Equity pick-up

Investments

Equity pick-up

Direct investees

 

9/30/2014

12/31/2013

9/30/2014

9/30/2014

9/30/2014

12/31/2013

 

9/30/2014

9/30/2013

9/30/2014

12/31/2013

9/30/2014

9/30/2013

9/30/2014

12/31/2013

9/30/2014

9/30/2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construtora Tenda S.A.

-

100%

100%

2,237,481

1,173,075

1,064,406

1,127,970

 

(80,663)

(122,175)

1,064,406

1,127,969

(80,377)

(122,176)

-

-

286

-

Alphaville Urbanismo S.A.

(g)

10%

10%

1,925,842

1,433,122

492,720

454,054

 

38,535

98,526

49,272

45,405

3,843

10,003

147,816

136,216

11,529

(1,647)

Shertis Emp. e Part. S.A.

-

100%

100%

366,064

90,968

275,096

267,415

 

7,682

22,064

275,096

267,340

7,756

22,065

-

(75)

75

1

Gafisa SPE 26 Ltda.

(h)

100%

100%

176,953

10,490

166,463

162,059

 

4,404

-

166,463

-

488

-

-

-

-

-

Gafisa SPE 89 Ltda.

-

100%

100%

78,352

9,553

68,799

77,656

 

(2,157)

20,646

68,799

77,656

(2,157)

20,646

-

-

-

-

Gafisa SPE 51 Ltda.

-

100%

100%

62,722

3,955

58,767

57,377

 

(51)

(1,151)

58,767

57,377

(51)

(1,151)

-

-

-

-

Gafisa SPE 72 Ltda.

-

100%

100%

53,907

10,283

43,624

41,596

 

2,028

(3,768)

43,624

41,596

2,028

(3,768)

-

-

-

-

Gafisa SPE 116 Empr. Imob. Ltda

(a)

50%

50%

82,754

1,691

81,063

82,075

 

(2,937)

(105)

40,532

41,038

(1,469)

(53)

40,532

41,038

(1,469)

(53)

Parque Ecoville SPE 29 Emp. Imob. S.A.

-

100%

100%

85,705

47,131

38,574

40,008

 

(1,434)

9,437

38,574

40,008

(1,434)

7,109

-

-

-

(2,328)

EDSP 88 Participações S.A.

-

100%

100%

43,305

5,867

37,438

39,883

 

(2,445)

(2,705)

37,438

39,883

(2,445)

(2,705)

-

-

-

-

GAFISA SPE 130 Empr. Imob. Ltda

-

100%

100%

50,350

13,709

36,641

(7)

 

7,031

(1)

36,641

(7)

7,031

(1)

-

-

-

-

Manhattan Residencial 02 SPE Ltda

-

100%

100%

35,402

4

35,398

3,088

 

8

(46)

35,398

3,211

8

-

-

-

-

-

Città Ville SPE Emp. Imob. Ltda.

-

50%

50%

64,302

3,803

60,499

55,886

 

(305)

1,130

30,249

27,943

(153)

1,130

-

-

-

-

Gafisa SPE 110 Empr. Imob. Ltda

-

100%

100%

60,015

30,593

29,422

25,745

 

3,677

7,317

29,422

25,745

3,677

7,317

-

-

-

-

Gafisa SPE 107 Empr. Imob.Ltda

(h)

100%

0%

32,786

3,614

29,172

28,971

 

201

-

29,172

-

(15)

-

-

-

-

-

Sítio Jatiuca Emp. Imob. SPE Ltda.

(a)

50%

50%

58,636

4,609

54,027

64,035

 

2,011

488

27,014

32,018

1,006

244

27,014

32,018

1,006

244

Gafisa SPE 41 Ltda.

-

100%

100%

27,772

1,289

26,483

26,357

 

126

(461)

26,483

26,357

126

(461)

-

-

-

-

Gafisa SPE 50 Ltda.

-

100%

100%

51,372

25,568

25,804

25,837

 

(33)

(326)

25,804

25,837

(33)

(326)

-

-

-

-

Gafisa SPE 31 Ltda.

-

100%

100%

26,340

629

25,711

25,494

 

217

(400)

25,711

25,494

217

(400)

-

-

-

-

Gafisa SPE 47 Ltda.

(a)

80%

80%

31,478

115

31,363

31,275

 

(1)

(1)

25,091

25,020

(1)

(1)

25,091

25,020

(1)

(1)

Gafisa SPE 88 Ltda.

(h)

100%

0%

28,256

3,374

24,882

25,600

 

(680)

-

24,882

-

(643)

-

-

-

-

-

Gafisa SPE 111 Empr. Imob. Ltda

-

100%

100%

75,582

52,410

23,172

10,561

 

12,611

2,648

23,172

10,561

12,611

2,648

-

-

-

-

Varandas Grand Park Em. Im. SPE Ltda

(a)

50%

50%

120,597

75,380

45,217

25,982

 

2,993

12,392

21,647

12,991

1,497

7,501

21,647

12,991

1,497

7,501

Gafisa SPE 112 Empr. Imob. Ltda

(h)

100%

0%

23,245

1,690

21,555

20,634

 

921

-

21,555

-

288

-

-

-

-

-

Gafisa SPE 123 Empr. Imob. Ltda

-

100%

100%

98,665

77,185

21,480

10,462

 

11,019

5,892

21,480

10,462

11,019

5,892

-

-

-

-

Parque das Árvores Emp. Imob. Ltda.

(a)

50%

50%

39,764

-

39,764

37,990

 

1,798

5,632

19,882

24,550

899

793

19,882

24,550

899

793

Gafisa SPE 121 Empr. Imob. Ltda

-

100%

100%

90,231

70,480

19,751

6,151

 

13,600

3,312

19,751

6,151

13,600

3,312

-

-

-

-

Gafisa SPE 32 Ltda.

-

100%

100%

19,180

1,076

18,104

18,070

 

22

91

18,104

18,070

22

91

-

-

-

-

Manhattan Comercial 02 SPE Ltda

-

100%

100%

18,019

63

17,956

1,797

 

49

(157)

17,956

1,642

49

-

-

-

-

-

Gafisa SPE 119 Empr. Imob. Ltda

-

100%

100%

49,444

31,668

17,776

10,163

 

7,612

2,062

17,776

10,163

7,612

2,062

-

-

-

-

Gafisa SPE 30 Ltda.

(h)

100%

100%

63,780

47,642

16,138

16,033

 

105

(145)

16,138

16,033

105

(145)

-

-

-

-

Fit 13 SPE Empr. Imob. Ltda.

(a)

50%

50%

38,153

6,696

31,457

16,398

 

79

7,021

15,728

12,203

39

5,828

-

-

-

-

Gafisa SPE 106 Empr. Imob. Ltda

(h)

100%

0%

17,456

1,780

15,676

17,010

 

(1,333)

-

15,676

-

(8)

-

-

-

-

-

Gafisa SPE 92 Ltda.

(h)

100%

0%

16,414

902

15,512

14,644

 

868

-

15,512

-

781

-

-

-

-

-

Diodon Participações Ltda.

-

100%

100%

15,415

-

15,415

15,372

 

43

-

15,472

-

(10)

-

57

-

-

-

Gafisa SPE 71 Ltda.

(a)

100%

80%

15,642

1,262

14,380

19,617

 

59

485

14,380

15,694

(89)

388

758

15,694

610

388

 

 

 

 

65


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

9.   Investments in ownership interests --Continued

 

(i)    Ownership interests

 

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

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

 

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Income (loss) for the period

Investments

Equity pick-up

Investments

Equity pick-up

Direct investees

 

9/30/2014

12/31/2013

9/30/2014

9/30/2014

9/30/2014

12/31/2013

9/30/2014

9/30/2013

9/30/2014

12/31/2013

9/30/2014

9/30/2013

9/30/2014

12/31/2013

9/30/2014

9/30/2013

Gafisa SPE 33 Ltda.

-

100%

100%

13,622

-

13,622

14,179

(406)

-

13,622

-

(479)

-

-

-

-

-

Aram SPE Emp. Imob. Ltda.

-

100%

100%

14,060

844

13,216

6,081

3,565

-

13,216

6,387

3,268

-

-

306

(297)

-

Apoena SPE Emp. Imob. S.A.

-

100%

100%

13,867

1,071

12,796

12,941

(145)

262

12,796

12,941

(145)

209

-

-

-

(52)

Alto da Barra São Miguel Emp. Im. Ltda.

(a)

50%

50%

24,097

1,336

22,761

22,943

(182)

(37)

11,381

11,472

(91)

(19)

11,381

11,472

(91)

(19)

Gafisa SPE 25 Ltda.

(h)

100%

100%

11,530

322

11,208

11,411

(203)

-

11,208

-

(136)

-

-

-

-

-

Gafisa SPE 65 Ltda.

-

100%

80%

19,110

7,973

11,137

13,831

657

(78)

11,137

11,065

507

(62)

746

11,065

597

(62)

Gafisa SPE-73 Ltda

-

80%

80%

13,951

65

13,886

13,389

27

(6)

11,109

10,711

21

(5)

11,109

10,711

21

(5)

Gafisa SPE 113 Empr. Imob.

(a)

60%

60%

68,004

49,934

18,070

15,648

3,864

4,831

10,842

9,389

2,318

2,899

10,842

9,389

2,318

2,899

Gafisa SPE 81 Ltda

(h)

100%

0%

65,876

55,737

10,139

6,290

3,849

-

10,139

-

2,138

-

-

-

-

-

Dubai Residencial Emp. Imob. Ltda.

(a)

50%

50%

19,461

-

19,461

19,400

(206)

5,169

9,730

12,895

(103)

(2,553)

9,730

12,895

(103)

(2,553)

Gafisa SPE 55 Empr. Imob.Ltda

(a) (h)

80%

0%

15,161

3,118

12,043

-

3,149

-

9,634

-

90

-

9,634

-

-

-

Parque das Águas Emp. Imob. Ltda.

(a)

50%

50%

17,734

-

17,734

15,289

338

2,156

8,867

11,640

203

(2,096)

8,867

11,640

203

(2,096)

Gafisa SPE 36 Ltda.

-

100%

100%

24,158

16,123

8,035

7,691

343

1,188

8,035

7,691

343

1,188

-

-

-

-

Gafisa SPE 38 Ltda.

-

100%

100%

8,135

148

7,987

7,890

96

136

7,987

7,890

96

136

-

-

-

-

Gafisa SPE 84 Empr. Imob. Ltda

-

100%

0%

15,088

7,216

7,872

8,109

(237)

-

7,872

-

(108)

-

-

-

-

-

Atins Empr. Imob. Ltda

(a)

50%

50%

26,547

11,147

15,400

-

70

-

7,700

-

36

-

7,700

-

36

-

Gafisa SPE 109 Empr. Imob.Ltda

(h)

100%

0%

8,894

1,586

7,308

6,938

371

-

7,308

-

78

-

-

-

-

-

Gafisa SPE 120 Empr. Imob.Ltda

-

100%

100%

31,011

23,739

7,272

1,255

6,018

(568)

7,272

1,255

6,018

(568)

-

-

-

-

Gafisa SPE 85 Empr. Imob.Ltda

(a)

80%

80%

43,424

34,963

8,461

7,064

1,504

(12,987)

6,769

5,651

1,203

(10,389)

6,769

5,651

1,203

(10,389)

Gafisa SPE 37 Ltda.

-

100%

100%

7,545

795

6,750

6,811

(61)

223

6,750

6,811

(61)

223

-

-

-

-

Costa Maggiore Emp. Imob. Ltda

(a)

50%

50%

14,928

1,647

13,281

15,463

1,119

2,795

6,641

10,307

683

1,480

6,641

10,307

683

1,480

Gafisa SPE 90 Ltda

(h)

100%

0%

11,056

4,569

6,487

6,351

136

-

6,487

-

32

-

-

-

-

-

O Bosque Empr. Imob. Ltda

(a)

60%

60%

9,126

355

8,771

9,123

(380)

(32)

5,262

5,460

(228)

(102)

5,262

5,460

(228)

(102)

Gafisa SPE 22 Ltda.

-

100%

100%

5,863

612

5,251

5,255

(4)

16

5,251

5,255

(4)

16

-

-

-

-

Gafisa SPE 27 Ltda.

-

100%

100%

21,159

15,971

5,188

5,973

(785)

800

5,188

5,973

(785)

800

-

-

-

-

Gafisa SPE 77 Empr. Imob.Ltda

(h)

65%

65%

34,972

27,072

7,900

9,565

(1,664)

-

5,135

-

407

-

-

-

-

-

OCPC01 Adjustments – Capitalized Interests

(b)

 

 

-

-

-

-

-

-

26,061

24,185

-

-

-

-

-

-

Other (*)

-

 

 

345,139

179,818

165,321

(43,048)

(8,297)

(1,521)

6,091

124,649

4,071

(826)

20,874

95,591

1,097

(10,199)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gafisa Spe 55 Ltda.

-

0%

80%

-

-

-

47,591

-

-

-

-

-

-

-

41,278

-

(29)

Saí Amarela S/A

-

50%

50%

2,388

38

2,350

1,935

(69)

(153)

-

-

-

-

933

968

(35)

(76)

Sunshine SPE S/A

-

60%

60%

5,934

1,975

3,960

360

(452)

(14)

-

-

-

-

2,376

2,647

(271)

(685)

Other (*)

-

 

 

5,801

477

5,323

17,807

(192)

(18,409)

-

-

-

-

317

1,690

(123)

254

Indirect Subsidiaries Gafisa

 

 

 

14,123

2,490

11,633

67,693

(713)

(18,576)

-

-

-

-

3,626

46,583

(429)

(536)

 

 

 

66


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

9.   Investments in ownership interests --Continued

 

(i)    Ownership interests

 

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

 

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

 

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Income (loss) for the period

Investments

Equity pick-up

Investments

Equity pick-up

Direct investees

 

9/30/2014

12/31/2013

9/30/2014

9/30/2014

9/30/2014

12/31/2013

 

9/30/2014

9/30/2013

9/30/2014

12/31/2013

9/30/2014

9/30/2013

9/30/2014

12/31/2013

9/30/2014

9/30/2013

Acedio SPE Emp. Imob. Ltda.

-

55%

55%

4,868

1

4,867

4,696

 

6

(1)

-

-

-

-

2,677

2,583

3

(1)

Maria Inês SPE Emp. Imob. Ltda.

-

60%

60%

21,321

437

20,885

20,836

 

49

346

-

-

-

-

12,531

12,502

29

208

FIT 02 SPE Emp. Imob. Ltda.

-

60%

60%

12,500

607

11,894

11,758

 

136

(38)

-

-

-

-

7,136

7,055

81

(23)

FIT Jardim Botânico SPE Emp. Imob. Ltda.

-

55%

55%

40,498

1,368

39,130

39,404

 

(250)

693

-

-

-

-

21,521

21,672

(137)

381

FIT 11 SPE Emp. Imob. Ltda.

-

70%

70%

57,937

31,220

26,717

27,452

 

(1,105)

5,327

-

-

-

-

18,702

19,217

(774)

3,729

FIT 31 SPE Emp. Imob. Ltda.

-

70%

70%

24,118

12,174

11,944

15,155

 

(2,863)

694

-

-

-

-

8,361

10,608

(2,004)

486

FIT 34 SPE Emp. Imob. Ltda.

-

70%

70%

32,650

967

31,683

29,964

 

1,535

2,241

-

-

-

-

22,178

20,975

1,075

1,569

FIT 03 SPE Emp. Imob. Ltda.

-

80%

80%

10,983

611

10,372

10,044

 

328

(2,152)

-

-

-

-

8,297

8,035

262

(1,722)

FIT Campolim SPE Emp. Imob. Ltda

-

55%

55%

6,726

0

6,726

6,623

 

(1)

-

-

-

-

-

3,699

3,643

-

-

AC Participações Ltda.

-

80%

80%

26,892

5,980

20,912

23,755

 

(3,406)

1,513

-

-

-

-

16,730

19,004

(2,725)

1,210

Consolidado FIT 13

-

50%

50%

38,628

7,171

31,457

31,207

 

79

-

-

-

-

-

18,379

31,222

79

13,893

Imbuí I SPE Emp. Imob. Ltda.

-

50%

50%

9,465

574

8,891

8,899

 

10

(66)

-

-

-

-

4,445

4,450

(2)

(30)

Città Ipitanga SPE Emp. Imob. Ltda.

-

50%

50%

12,914

979

11,935

16,578

 

(577)

(361)

-

-

-

-

5,968

8,289

(287)

(197)

Klabin Segall Fit 1 Emp. Imob. SPE Ltda.

-

0%

50%

-

-

-

7,130

 

-

(89)

-

-

-

-

-

3,565

-

(1)

Parque dos Pássaros SPE Emp. Im. Ltda.

-

50%

50%

41,569

5,244

36,326

35,230

 

2,439

2,272

-

-

-

-

18,163

17,615

1,228

3,051

Citta Itapua Emp. Imob. SPE Ltda.

-

50%

50%

14,764

1,650

13,114

14,757

 

(627)

(650)

-

-

-

-

6,557

7,379

(329)

(406)

SPE Franere Gafisa 08 Emp. Imob. Ltda.

-

50%

50%

85,885

22,805

63,079

59,996

 

65

1,836

-

-

-

-

31,540

29,998

33

918

Other (*)

 

 

 

1

-

(1)

6,212

 

(1)

-

-

-

-

-

(3,118)

(2,111)

(7)

(563)

Indirect subsidiaries of Tenda

 

 

 

441,719

91,788

349,931

369,696

 

(4,183)

11,565

-

-

-

-

203,766

225,701

(3,475)

22,502

 

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Income (loss) for the period

Investments

Equity pick-up

Investments

Equity pick-up

Direct investees

9/30/2014

12/31/2013

9/30/2014

9/30/2014

9/30/2014

12/31/2013

 

9/30/2014

9/30/2013

9/30/2014

12/31/2013

9/30/2014

9/30/2013

9/30/2014

12/31/2013

9/30/2014

9/30/2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

 

 

7,640,741

3,782,115

3,858,626

3,546,489

 

33,300

63,038

2,692,557

2,360,037

5,189

(43,827)

599,744

744,223

15,967

5,766

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other investments (c)

 

 

 

 

 

 

 

 

 

-

91,056

-

-

-

-

-

-

Goodwill on acquisition of subsidiaries (d)

 

 

 

 

 

 

43,080

43,080

-

-

-

-

-

-

Goodwill based on inventory surplus

 

 

 

 

 

 

71,641

77,360

-

 

-

-

-

 

Addition to remeasurement of investment in associate (e)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gafisa

 

 

 

 

 

 

 

 

 

108,300

108,300

-

-

108,300

108,300

-

-

Shertis

 

 

 

 

 

 

 

 

 

-

-

-

-

267,553

267,553

-

-

Total investments

 

 

 

 

 

 

 

 

 

2,915,578

2,679,833

5,189

(43,827)

975,597

1,120,076

15,967

5,766

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

 

 

 

67


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

9.   Investments in ownership interests --Continued

 

(i)    Ownership interests

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

 

Ownership interest - %

Total assets

Total liabilities

Equity and advance for future capital increase

Income (loss) for the period

Provision for net capital deficiency

Equity pick-up

Provision for net capital deficiency

Equity pick-up

Direct investees

9/30/2014

12/31/2013

9/30/2014

9/30/2014

9/30/2014

12/31/2013

 

9/30/2014

9/30/2013

9/30/2014

12/31/2013

9/30/2014

9/30/2013

9/30/2014

12/31/2013

9/30/2014

9/30/2013

Provision for net capital deficiency (f):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manhattan Emp. Imob. Res. 01 SPE Ltda

50%

50%

85,917

147,644

(61,727)

(43,283)

 

(17,066)

(1,401)

(30,864)

(21,642)

(9,121)

(701)

(30,864)

(21,642)

(9,121)

(701)

Gafisa Vendas Intermediação Imob. Ltda.

100%

100%

5,766

20,444

(14,678)

(5,398)

 

(9,280)

(3,304)

(14,678)

(5,398)

(9,280)

(3,304)

-

-

-

-

Gafisa SPE-69 Emp. Imob. Ltda.

100%

100%

951

6,593

(5,642)

(2,862)

 

(2,780)

(607)

(5,642)

(2,862)

(2,780)

(607)

-

-

-

-

Gafisa SPE-117 Emp. Imob. Ltda.

100%

100%

15,936

21,233

(5,296)

(5,735)

 

439

212

(5,296)

(5,735)

439

212

-

-

-

-

Gafisa SPE-122 Emp. Imob. Ltda.

100%

100%

49,458

52,497

(3,039)

(230)

 

(2,809)

-

(3,039)

(230)

(2,809)

-

-

-

-

-

Gafisa SPE-83 Emp. Imob. Ltda.

100%

100%

4,639

6,622

(1,984)

(1,605)

 

(379)

(245)

(1,984)

(1,605)

(379)

(245)

-

-

-

-

Península 2 SPE S/A

50%

50%

1,603

4,735

(3,133)

(3,887)

 

649

487

(1,566)

(1,943)

325

244

(1,566)

(1,943)

325

244

Gafisa SPE-74 Emp. Imob. Ltda.

100%

100%

-

1,289

(1,289)

(1,282)

 

(1)

(1)

(1,283)

(1,282)

(1)

(1)

-

-

-

-

Gafisa SPE-129 Emp. Imob. Ltda.

100%

100%

24,317

25,346

(1,030)

1

 

(1,030)

(3)

(1,030)

-

(1,030)

(3)

-

-

1

-

Jardim II Planej, Promoção e Venda Ltda.

100%

100%

5,508

6,491

(982)

(976)

 

(7)

(371)

(982)

(976)

(7)

155

-

-

-

526

Other (*)

 

 

34,548

36,652

(2,103)

12,880

 

304

(390)

(2,076)

(1,927)

65

(383)

(24)

(1,863)

(1)

(1)

Total provision for net capital deficiency

 

 

228,643

329,546

(100,903)

(52,377)

 

(31,960)

(5,623)

(68,440)

(43,600)

(24,578)

(4,633)

(32,454)

(25,448)

(8,796)

68

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity pick-up

 

 

 

 

 

 

 

 

 

-

-

(19,389)

(48,460)

-

-

7,171

5,834

 

(a)   Jointly-controlled investees.

(b)   Financial charges of the subsidiary not appropriated to the income (loss) of subsidiaries, as required by paragraph 6 of OCPC01.

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

(d)   See composition in Note 11.

(e)   Amount regarding the addition to the remeasurement of the portion of the remaining investment of 30% in the associate AUSA, in the amount of R$375,853, of which R$108,300 refers to the portion of 10% in Gafisa and R$267,553 refers to the portion of 20% in Shertis. On October 9, 2014, the subsidiary Shertis was merged into the Company (Note 33 (i)).

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

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

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

 

68


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

9.   Investments in ownership interests --Continued

 

(b)  Change in investments

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

 

 

 

 

Balance at December 31, 2013

 

2,679,833

1,120,076

Equity pick-up

 

(19,389)

7,171

Redemption of shares of subsidiaries

(a)

(100,000)

-

Contribution (reduction) of capital

 

11,762

(70,120)

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

(b)

(22,728)

-

Reclassification of SCP investments

(c)

389,642

-

Dividends receivable

 

(42,740)

(58,311)

Other investments

 

14,211

(23,219)

Reclassification of the provision for investment losses to the investments heading

 

11,417

-

Usufruct of shares (paid dividends) (Note 15)

 

(6,700)

-

Balance at September 30, 2014

 

2,915,578

975,597

 

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

(b)     In the period ended February 26, 2014, cancellation date of this share purchase program, 7,000,000 shares in the total amount of R$22,728 were acquired by Tenda (Note 19.1).

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

 

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

 

69


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

10Property and equipment

 

 

 

Company

Consolidated

 

Type

12/31/2013

Addition

Write-off

100% depreciated items

9/30/2014

12/31/2013

Addition

Write-off

100% depreciated items

9/30/2014

Cost

 

 

 

 

 

 

 

 

 

 

Hardware

18,100

1,517

-

(9,198)

10,419

32,722

2,311

-

(14,419)

20,614

Vehicles

-

-

-

-

-

979

-

-

(979)

-

Leasehold improvements and installations

8,545

3,868

-

(4,365)

8,048

34,256

5,423

(3,187)

(10,996)

25,496

Furniture and fixtures

1,717

168

(246)

(960)

679

5,764

1,189

(449)

(1,111)

5,393

Machinery and equipment

2,637

3

-

-

2,640

3,836

2,031

(1,859)

(4)

4,004

Molds

-

-

-

-

-

8,130

9,348

-

(8,130)

9,348

Sales stands

139,758

14,674

-

(139,677)

14,755

203,236

17,892

(208)

(201,257)

19,663

 

170,757

20,230

(246)

(154,200)

36,541

288,923

38,194

(5,703)

(236,896)

84,518

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

 

Hardware

(13,177)

(1,478)

-

9,198

(5,457)

(21,820)

(2,990)

-

14,419

(10,391)

Vehicles

-

-

-

-

-

(979)

-

-

979

-

Leasehold improvements and installations

(6,804)

(1,412)

-

4,365

(3,851)

(21,499)

(4,064)

1,745

10,996

(12,822)

Furniture and fixtures

(1,360)

(47)

246

960

(201)

(3,662)

(429)

1

1,111

(2,979)

Machinery and equipment

(817)

(197)

-

-

(1,014)

(1,104)

(298)

-

4

(1,398)

Molds

-

-

-

-

-

(6,945)

(2,131)

505

8,130

(441)

Sales stands

(136,360)

(7,350)

-

139,677

(4,033)

(196,529)

(11,388)

198

201,257

(6,462)

 

(158,518)

(10,484)

246

154,200

(14,556)

(252,538)

(21,300)

2,449

236,896

(34,493)

 

 

 

 

 

 

 

 

 

 

 

 

12,239

9,746

-

-

21,985

36,385

16,894

(3,254)

-

50,025

 

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

 

 

 

 

70


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

11. Intangible assets

 

 

 

Company

 

12/31/2013

 

 

 

9/30/2014

 

Balance

Addition

Write-down/ amortization

100% amortized items

Balance

 

 

 

 

 

 

Software – Cost

80,406

6,254

-

14,780

71,880

Software – Depreciation

(42,787)

-

(10,394)

(14,780)

(38,402)

Other

8,404

2,353

(4,698)

-

6,060

 

46,023

8,607

(15,092)

-

39,538

 

 

 

 

 

 

 

Consolidated

 

12/31/2013

 

 

 

9/30/2014

 

Balance

Addition

Write-down/
amortization

100% amortized items

Balance

Goodwill

 

 

 

 

 

AUSA

25,476

-

-

-

25,476

Cipesa

40,687

-

-

-

40,687

Provision for non-realization

(23,083)

-

-

-

(23,083)

 

43,080

-

-

-

43,080

 

 

 

 

 

 

Software – Cost

104,625

8,505

(1,133)

(15,275)

96,722

Software – Depreciation

(54,708)

-

(13,816)

15,275

(53,249)

Other

13,343

2,366

(5,856)

-

9,853

 

63,260

10,871

(20,805)

-

53,326

 

 

 

 

 

 

106,340

10,871

(20,805)

-

96,406

           

 

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

 

 

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

 

 

 

 

71


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

12. Loans and financing

 

 

 

 

Company

Consolidated

Type

Maturity

Annual interest rate

9/30/2014

12/31/2013

9/30/2014

12/31/2013

 

 

 

 

 

 

 

National Housing System - SFH / SFI (i)

October 2014 to October 2018

8.3% to 11.0% + TR

117% of CDI

12.87% Fixed

916,374

699,132

1,146,570

1,088,258

Certificate of Bank Credit - CCB (ii)

June 2015 to June 2017

117.9%-123% of CDI

2.20% + CDI

13.20% Fixed

283,349

550,052

283,349

550,052

 

 

 

1,199,723

1,249,184

1,429,919

1,638,310

 

 

 

 

 

 

Current portion

 

 

381,272

376,047

474,361

590,386

Non-current portion

 

 

818,451

873,137

955,558

1,047,924

 

(i)     On September 29, 2014, the Company took out a loan for Building a Real Estate Venture in he amount of R$194,000, with final maturity on October 8, 2018, backed by secured guarantee represented by first-grade mortgage of select real estate ventures of the Company and fiduciary assignment of real estate receivables of these selected ventures. This contract has clauses that restrict the ability of taking some actions, and may require the early maturity in case these clauses are not fulfilled. As of September 30, 2014, the Company is compliant with all of its contractual obligations.

 

(ii)  On September 29, 2014, the Company settled in advance the amount of R$66,000 related to the debt balance of Certificates of Bank Credit (CCB) with secured guarantee and final maturity on May 2, 2016, discharging the Company from all commitments taken on this contract as of such date.

 

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

 

 

Company

Consolidated

Maturity

9/30/2014

12/31/2013

9/30/2014

12/31/2013

 

 

 

 

 

2014

44,628

376,047

57,527

590,386

2015

473,739

489,889

612,701

642,328

2016

382,471

275,118

452,925

296,464

2017

216,666

106,898

224,444

107,901

2018

82,219

1,232

82,322

1,231

 

1,199,723

1,249,184

1,429,919

1,638,310

 

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

 

 

72


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

12. Loans and financing --Continued

 

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

 

 

Company

Consolidated

 

9/30/2014

9/30/2013

9/30/2014

9/30/2013

 

 

 

 

Total financial charges for the period

188,839

170,856

257,255

232,791

Capitalized financial charges

(112,340)

(58,383)

(162,343)

(102,104)

 

 

 

 

Financial expenses (Note 25)

76,499

112,473

94,912

130,687

 

 

 

 

Financial charges included inProperties for sale”:

 

 

 

 

 

 

 

 

 

Opening balance

142,860

135,582

214,298

239,327

Capitalized financial charges

112,340

58,383

162,343

102,104

Charges appropriated to profit or loss (Note 24)

(68,184)

(58,697)

(126,169)

(112,336)

 

 

 

 

Closing balance

187,016

135,268

250,472

229,095

 

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

 

 

13. Debentures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

Program/placement

Principal - R$

Annual interest

Final maturity

9/30/2014

12/31/2013

9/30/2014

12/31/2013

 

 

 

 

 

 

 

 

Sixth placement (i)

100,000

CDI + 1.50%

June 2014

-

151,513

-

151,513

Seventh placement

600,000

TR + 9.8160%

December 2017

541,579

551,855

541,579

551,855

Eighth placement /first series

288,427

CDI + 1.95%

October 2015

304,423

294,073

304,423

294,073

Eighth placement /second series

11,573

IPCA + 7.96%

October 2016

15,802

14,216

15,802

14,216

Ninth placement (ii)

130,000

CDI + 1.90%

July 2018

130,111

 

130,111

 

First placement (Tenda) (iii)

600,000

TR + 9.28%

October 2016

-

-

409,335

409,561

 

 

 

 

991,915

1,011,657

1,401,250

1,421,218

 

 

 

 

 

 

 

Current portion

 

 

 

281,104

354,271

390,439

563,832

Non-Current portion

-

 

 

710,811

657,386

1,010,811

857,386

                   

 

 

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

 

 

 

73


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

13. Debentures--Continued

 

 

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

 

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

 

 

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

 

 

Company

Consolidated

Maturity

9/30/2014

12/31/2013

9/30/2014

12/31/2013

 

 

 

 

 

2014

204,551

354,271

233,886

563,832

2015

302,776

299,093

482,776

499,093

2016

175,654

158,292

375,654

158,292

2017

244,690

200,001

244,690

200,001

2018

64,244

-

64,244

-

 

991,915

1,011,657

1,401,250

1,421,218

 

 

 

74


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

13. Debentures--Continued

 

 

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

 

 

9/30/2014

12/31/2013

Seventh placement

 

 

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

-8.03 times

-6.21 times

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

-23.32%

-31.6%

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

2.29 times

2.79 times

 

 

 

Eighth placement - first and second series and Loans and Financing

 

 

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

-4.85 times

-4.31 times

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

-23.32%

-31.6%

 

 

 

Ninth placement

 

 

Total accounts receivable plus total inventory required to be below zero or 2.0 times over net debt

4.29 times

n/a

Net debt cannot exceed 100% of equity plus noncontrolling interests

43.71%

n/a

 

9/30/2014

12/31/2013

First placement – Tenda

 

 

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

-2.43 times

-2.49 times

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

-54.59%

-56.97%

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

6.39 times

56.85 times

 

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

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

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

(4)   Total receivables.

(5)   Total inventory.

 

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

 

75


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

14. Obligations assumed on assignment of receivables

 

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

 

 

Company

Consolidated

 

9/30/2014

12/31/2013

9/30/2014

12/31/2013

 

 

 

 

 

CCI obligation Jun/09

-

-

5,299

12,295

CCI obligation Jun/11

6,931

13,407

9,496

17,146

CCI obligation Dec/11

3,337

5,654

5,207

13,686

CCI obligation Jul/12

1,771

2,578

1,771

2,578

CCI obligation Nov/12

-

-

7,383

10,639

CCI obligation Dec/12

11,021

35,831

11,021

35,831

CCI obligation Dec/13

3,926

5,675

10,929

17,154

FIDC obligation

3,375

5,337

6,958

6,381

Other

8,708

5,719

7,690

4,187

 

39,069

74,201

65,754

119,897

 

 

 

 

Current portion

22,548

50,184

37,527

82,787

Non-current potion

16,521

24,017

28,227

37,110

 

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

 

15. Payables to venture partners

 

 

Company

Consolidated

 

9/30/2014

12/31/2013

9/30/2014

12/31/2013

 

 

 

 

 

Payable to venture partners (a)

-

100,000

-

103,814

Usufruct of shares (b)

14,442

19,536

17,080

19,866

 

 

 

 

 

14,442

119,536

17,080

123,680

 

 

 

 

Current portion

7,297

108,742

9,935

112,886

Non-current portion

7,145

10,794

7,145

10,794

 

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

 

 

Company

 

Consolidated

 

9/30/2014

12/31/2013

 

9/30/2014

12/31/2013

 

 

 

 

 

 

2014

3,649

108,742

 

6,287

112,886

2015

6,081

6,080

 

6,081

6,080

2016

3,573

3,574

 

3,573

3,574

2017

1,139

1,140

 

1,139

1,140

Total

14,442

119,536

 

17,080

123,680

 

 

 

76


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

15. Payables to venture partners --Continued

 

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

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

 

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

 

16. Other obligations

 

 

 

Company

Consolidated

 

2012

9/30/2014

12/31/2013

9/30/2014

12/31/2013

 

 

 

 

 

 

Acquisition of interests

2.286

-

5,102

1,504

5,102

Provision for penalties for delay in

construction works

8.883

4,125

6,873

9,208

14,530

Cancelled contract payable

2.363

13,397

9,457

34,684

38,901

Warranty provision

28.345

20,213

23,087

45,986

53,006

Deferred sales taxes (PIS and COFINS)

21.772

20,682

24,841

29,394

40,461

Provision for net capital deficiency (Note 9)

35.570

68,440

43,600

32,454

25,448

Long-term suppliers

 

17,107

14,754

33,528

29,780

Other liabilities

13.781

14,344

11,733

26,859

39,386

 

 

 

 

 

 

 

113.000

158,308

139,447

213,617

246,614

 

 

 

 

 

 

Current portion

90.953

119,100

101,296

147,895

176,740

Non-current portion

22.047

39,208

38,151

65,722

69,874

 

 

17. Provisions for legal claims and commitments

 

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

 

Company

Civil claims

Tax claims

Labor claims

Total

Balance at December 31, 2013

107,872

163

31,564

139,599

Addition to and reversal of provision (Note 24)

23,504

55

16,861

40,420

Payment and reversal of provision not used

(14,192)

-

(7,143)

(21,335)

Balance at September 30, 2014

117,184

218

41,282

158,684

 

 

 

 

Current portion

56,466

218

41,282

97,966

Non-current portion

60,718

-

-

60,718

 

 

77


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

17. Provisions for legal claims and commitments--Continued

 

Consolidated

Civil claims

Tax claims

Labor claims

Total

Balance at December 31, 2013

134,483

173

63,272

197,928

Addition to and reversal of provision (Note 24)

42,610

408

34,265

77,283

Payment and reversal of provision not used

(29,203)

(161)

(22,101)

(51,465)

Balance at September 30, 2014

147,890

420

75,436

223,746

 

 

 

 

 

Current portion

56,466

218

41,282

97,966

Non-current portion

91,424

202

34,154

125,780

 

 

 

(a)     Civil, tax and labor lawsuits

 

As of September 30, 2014, the Company and its subsidiaries have deposited in court the amount of R$107,605 (R$95,343 as of December 31, 2013) in the Company’s statement, and R$149,459 (R$127,405 as of December 31, 2013) in the consolidated statement (Note 7).

 

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

 

As of September 30, 2014, the Company and its subsidiaries are aware of other civil, labor and tax claims and risks. Based on the history of probable lawsuits and the specific analysis of main claims, the estimate for lawsuits which likelihood of loss is rated as possible is of R$565,802 (R$435,046 as of December 31, 2013), based on average past outcomes adjusted to current estimates, for which the Company’s Management believes it is not necessary to recognize a provision for occasional losses. The change in the period was caused by the higher volume of lawsuits with smaller amounts and the review of the involved amounts.

 

   

Company

Consolidated

 

 

9/30/2014

12/31/2013

9/30/2014

12/31/2013

 

 

 

 

 

 

Civil claims

 

240,754

64,026

438,790

331,976

Tax claims

 

38,098

39,248

53,839

45,413

Labor claims

 

48,461

36,227

73,173

57,657

 

327,313

139,501

565,802

435,046

 

 

 

 

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

 

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

 

78


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

 

17. Provisions for legal claims and commitments--Continued

 

(c)     Commitments

 

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

 

(i)     The Company has contracts for the rental of properties where its facilities are located, the monthly cost amounting to R$905 adjusted by the IGP-M/FGV variation. The rental term ranges from one to ten years and there is a fine in case of cancelled contracts corresponding to three-month rent or in proportion to the contract expiration time.

 

 

As of September 30, 2014, the Company and its subsidiaries have long-term obligations in the amount of R$23,988 (R$29,780 as of December 31, 2013), related to the supply of the raw material used in the development of its real estate ventures.

 

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

18. Payables for purchase of properties and advances from customers

 

 

Company

Consolidated

 

9/30/2014

12/31/2013

9/30/2014

12/31/2013

 

 

 

 

 

Payables for purchase of properties

116,573

115,397

255,303

262,902

Adjustment to present value

(5,582)

(873)

(6,184)

(873)

Advances from customers

 

 

 

 

Development and sales

22,398

39,868

50,819

48,220

Barter transaction - Land

175,700

165,703

268,514

178,100

 

 

 

 

 

 

309,089

320,095

568,452

488,349

 

 

 

 

 

Current portion

263,358

284,366

492,293

408,374

Non-current portion

45,731

35,729

76,159

79,975

 

 

 

79


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

19. Equity

 

19.1.  Capital

 

As of September 30, 2014 and December 31, 2013, the Company's authorized and paid-in capital amounts to R$2,740,662, represented by 435,559,201 registered common shares, without par value, of which 30,288,991 (19,099,486 in 2013) were held in treasury.

 

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

 

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

 

 

 

80


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

19. Equity--Continued

 

19.1.  Capital --Continued

 

On the same date, the Board of Directors of the Company created a program to repurchase its common shares aimed at holding them in treasury and later selling or cancelling them, limiting the acquisition to 17,456,434 shares to be carried out in up to 365 days. In the period ended September 30, 2014, 9,652,900 shares totaling R$30,833. were acquired. Additionally, the Company transferred 5,463,395 shares in the total amount of R$17,583 related to the exercise of options under the stock option plan of common shares by the beneficiaries, for which it received the total amount of R$6,919.

 

Treasury shares- 09/30/2014

Type

GFSA3

R$

%

R$ thousand

R$ thousand

Acquisition date

Number

Weighted average price

% - on shares outstanding

Market value (*)

Carrying amount

11/20/2001

599,486

2.8880

0.14%

2,020

1,731

1st quarter 2013

1,000,000

4.3316

0.23%

3,370

4,336

2nd quarter 2013

9,000,000

3.9551

2.07%

30,330

35,634

4th quarter 2013

8,500,000

3.6865

1.95%

28,645

31,369

1st quarter 2014

14,900,000

3.2297

3.42%

50,213

48,168

2nd quarter 2014 (transfers)

(4,169,157)

3.2168

-1.03%

(14,109)

(13,424)

2nd quarter 2014

1,000,000

3.1843

0.25%

3,370

3,187

3nd quarter 2014 (transfers)

(1,294,238)

3.2135

-0.30%

(4,362)

(4,159)

3nd quarter 2014

752,900

2.9283

0.17

2,537

2,206

 

30,288,991

3.4988

6.89%

102,014

109,048

(*)   Market value calculated based on the closing share price at September 30, 2014 (R$2.96), not considering the possible effect of volatilities.

 

Treasury shares - 12/31/2013

Type

GFSA3

R$

%

R$ thousand

R$ thousand

Acquisition date

Number

Weighted average price

% - on shares outstanding

Market value (*)

Carrying amount

11/20/2001

599,486

2.8880

0.14%

2,116

1,731

1st quarter 2013

1,000,000

4.3316

0.23%

3,530

4,336

2nd quarter 2013

9,000,000

3.9551

2.07%

31,770

35,634

4th quarter 2013

8,500,000

3.6865

1.95%

30,005

31,369

 

19,099,486

3.8258

4.39%

67,421

73,070

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

 

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

 

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

 

 

 

 

81


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

19. Equity --Continued

 

 

Common shares - In thousands

Shares outstanding as of December 31, 2013

416,459

Repurchase of treasury shares

(16,653)

Transfer related to the stock option plan

5,463

Shares outstanding as of September 30, 2014

405,269

 

 

Weighted average shares outstanding

405,279

 

 

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

 

19.2.  Stock option plan

 

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

 

 

9/30/2014

9/30/2013

 

 

Gafisa

13,402

13,611

Tenda

311

104

 

13,713

13,715

 

(i)    Gafisa

 

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

 

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

 

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

 

 

 

82


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

19. Equity --Continued

 

19.2.  Stock option plan

 

 

2014

2013

 

Number of options

Weighted average exercise price (R$)

Number of options

Weighted average exercise price (R$)

Options outstanding at the beginning of the year

11,908,128

1.47

9,742,400

1.32

Options granted

4,361,763

1.93

5,383,627

1.86

Options exercised

(5,463,395)

1.26

(2,329,422)

2.09

Options expired

(748,518)

3.66

-

-

Options forfeited

(417,637)

0.04

(888,477)

0.39

 

 

 

 

 

Options outstanding at the end of the period

9,640,341

1.48

11,908,128

1.47

 

 

 

 

 

Vested options at the end of the year

1,178,113

2.53

-

-

 

 

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

           

Outstanding options

Exercisable options

Number of options

Weighted average remaining contractual life (years)

Weighted average exercise price (R$)

Number of options

Weighted average exercise price (R$)

 

 

 

 

 

9,640,341

4.27

1.48

1,178,113

2.53

 

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

 

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

 

 

 

 

83


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

19. Equity --Continued

 

19.2.  Stock option plan

 

2014

2013

Pricing model

MonteCarlo

Binomial

MonteCarlo

Exercise price of options (R$)

 

R$3.13 type A and R$0.01 type B

R$2.73

R$2.73 e R$0.01

Weighted average price of options (R$)

R$ 1.93

R$2.73

R$0.73

Expected volatility (%) – (*)

55%

40%

40%

Expected option life (years)

4.91 years

11.03 years

1.97 years

Dividend income (%)

1.90%

1.90%

1.90%

Risk-free interest rate (%)

10.55%

7.85%

7.85%

 

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

 

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

 

(ii)   Tenda

 

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

 

On August 11, 2014, the Board of Directors of Tenda granted a total of 41,324,221 stock options to employees and management members of the Company (beneficiaries), the exercise dates of which are 687,580 on March 31, 2017; 8,264,839 on March 31, 2018; 31,340,450 on March 31, 2019; and 1,031,352 on March 31, 2020.

 

 

 

84


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

19. Equity --Continued

 

19.2.  Stock option plan

 

The granted options entitle their holders (beneficiaries) to purchase common shares of the Company’s capital, on condition they remain employed in the Company, and expire ten years after the grant date.

 

The fair value of the new granted options totaled R$9,137, which was determined based on the following assumptions:

 

 

2014

Pricing model

Black-Scholes

Exercise price of options (R$)

 

R$0.77

Weighted average price of options (R$)

R$0.33

Expected volatility (%) – (*)

31.02%

Expected option life (years)

5.62

Risk-free interest rate (%) (**)

11.81%

 

(*) The volatility was determined based on the history of the BM&FBOVESPA Real Estate Index (IMOBX).

 

(**) The risk-free interest rate of the market for the option term in the grant moment varied between 11.66% and 11.81%.

 

In the period ended September 30, 2014, the Company recorded the amount of R$286 related to the expenses with this stock option plan.

 

 

85


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

20. Income and social contribution taxes

 

(i)      Current income and social contribution taxes

 

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

 

Consolidated

 

9/30/2014

9/30/2013

 

 

 

Loss before income and social contribution taxes, and statutory interest

(24,700)

(132,005)

Income tax calculated at the applicable rate - 34%

8,398

44,882

Net effect of subsidiaries taxed by presumed profit

5,671

(16,278)

Tax losses (tax loss carryforwards used)

(7,636)

(3,235)

Equity pick-up

2,439

1,983

Stock option plan

(9,376)

(4,663)

Other permanent differences

(12,625)

(31,147)

Charges on payables to venture partners

2,533

2,061

Tax benefits recognized (not recognized)

(16,837)

(14,051)

(27,432)

(20,448)

 

 

 

Tax expenses - current

(26,896)

(13,657)

Tax expenses - deferred

(536)

(6,791)

 

 (ii)  Deferred income and social contribution taxes

 

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

 

 

Company

Consolidated

 

9/30/2014

12/31/2013

9/30/2014

12/31/2013

 

 

 

 

 

Provisions for legal claims

53,952

47,464

76,073

67,296

Temporary differences – PIS and COFINS deferred

7,198

7,918

13,581

15,566

Provisions for realization of non-financial assets

2,698

2,698

19,302

22,852

Temporary differences – CPC adjustment

10,573

21,733

19,057

31,819

Other provisions

57,260

39,684

86,016

76,735

Income and social contribution tax loss carryforwards

81,546

86,848

305,213

288,712

Tax credits from downstream acquisition

11,171

9,226

11,171

9,226

Tax benefits not recognized

(15,476)

(12,327)

(291,370)

(274,534)

 

208,922

203,244

239,043

237,672

 

 

 

 

Liabilities

 

 

 

 

Negative goodwill

(91,323)

(91,323)

(91,323)

(91,323)

Temporary differences –CPC adjustment

(26,319)

(36,822)

(116,959)

(127,790)

Differences between income taxed on cash basis

and recorded on an accrual basis

(42,181)

(26,000)

(85,060)

(75,211)

 

(159,823)

(154,145)

(293,342)

(294,324)

Total net

49,099

49,099

(54,299)

(56,652)

 

 

 

86


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

20. Income and social contribution taxes --Continued

 

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

 

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

 

 

Company

 

9/30/2014

 

12/31/2013

 

Income tax

Social contribution tax

 

Total

 

Income tax

Social contribution tax

 

Total

Balance of the income and social contribution tax loss carryforwards

239,840

239,840

-

 

255,435

255,435

-

Deferred tax assets (25%/9%)

59,960

21,586

81,546

 

63,859

22,989

86,848

Recognized deferred tax asset

48,581

17,489

66,070

 

54,795

19,726

74,521

Unrecognized deferred tax asset

11,379

4,097

15,476

 

9,064

3,263

12,327

 

 

 

Consolidated

 

9/30/2014

 

12/31/2013

 

Income tax

Social contribution tax

 

Total

 

Income tax

Social contribution tax

 

Total

Balance of the income and social contribution tax loss carryforwards

897,684

897,684

-

 

849,150

849,150

-

Deferred tax assets (25%/9%)

224,421

80,792

305,213

 

212,288

76,424

288,712

Recognized deferred tax asset

48,581

17,489

66,070

 

54,795

19,726

74,521

Unrecognized deferred tax asset

175,840

63,303

239,143

 

157,493

56,698

214,191

 

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

 

 

Company

2014

4,124

2015

46,534

2016

531

2017

9,120

2018

17,871

2019 to 2023

116,144

 

194,324

 

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

 

 

 

87


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

21. Financial instruments

 

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

 

 (i)   Risk considerations

 

a)    Credit risk

 

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

 

b)    Derivative financial instruments

 

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

 

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

 

 

88


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

21. Financial instruments --Continued

 

(i)    Risk considerations --Continued

 

b)    Derivative financial instruments--Continued

 

As of September 30, 2014, the Company had derivative contracts for hedging purposes in relation to interest fluctuations, with final maturity between December 2014 and October 2018. The derivative contracts are as follows:

 

Consolidated

   

Reais

Percentage

Validity

Gain (loss) not realized with derivative instruments - net

   

 

 

 

 

 

Companies

Swap agreements (Fixed for CDI)

Face value

Original Index– Asset position

Swap – Liability position

Beginning

End

9/30/2014

12/31/2013

 

 

 

 

 

 

 

 

 

Gafisa S/A

Banco Votorantim S.A.

110,000

Fixed 14.0993%

CDI 1.6344%

12/20/2013

06/20/2014

-

978

Gafisa S/A

Banco Votorantim S.A.

82,500

Fixed 11.4925%

CDI 0.2801%

06/20/2014

12/22/2014

128

128

Gafisa S/A

Banco Votorantim S.A.

82,500

Fixed 13.7946%

CDI 1.6344%

12/22/2014

06/22/2015

66

(91)

Gafisa S/A

Banco Votorantim S.A.

55,000

Fixed 11.8752%

CDI 0.2801%

06/22/2015

12/21/2015

(227)

(306)

Gafisa S/A

Banco Votorantim S.A.

55,000

Fixed 14.2672%

CDI 1.6344%

12/21/2015

06/20/2016

(81)

(236)

Gafisa S/A

Banco Votorantim S.A.

27,500

Fixed 11.1136%

CDI 0.2801%

06/20/2016

12/20/2016

(165)

(255)

Gafisa S/A

Banco Votorantim S.A.

27,500

Fixed 15.1177%

CDI 1.6344%

12/20/2016

06/20/2017

75

(35)

Gafisa S/A

Banco Votorantim S.A. (a)

130,000

CDI + 1.90%

118% CDI

07/22/2014

07/26/2018

(705)

-

Gafisa S/A

Banco HSBC (b)

194,000

Fixed 12.8727%

120% CDI

09/29/2014

10/08/2018

(4,165)

-

             

(5,074)

183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

(393)

183

 

 

 

 

 

Non-current

(4.681)

-

 

(a)      On July 22, 2014, the Company bought derivative swap transaction to mitigate the exposure to the fixed index of the debenture placed on such date (Note 13), changing the position from CDI + 1.90% pa to 118% of CDI.

 

(b)      On September 29, 2014, the Company bought a derivative swap transaction to mitigate the exposure to the fixed index of the financing taken out on such date (Note 12), changing the fixed position from 12.8727% to 120% of CDI.

 

During the period ended September 30, 2014, the amount of R$4,354 (R$4,280 in 2013) in the Company’s statements and in the consolidated statements, which refer to net result of the interest swap transaction, was recognized in the “financial income” line in the statement of profit or loss for

 

 

 

89


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

21. Financial instruments --Continued

 

(i)    Risk considerations --Continued

 

b)    Derivative financial instruments--Continued

 

the period, allowing correlation between the impact of such transactions and interest rate fluctuation in the Company’s balance sheet (Note25).

             

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

 

 

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

 

c)    Interest rate risk

 

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

 

d)    Liquidity risk

 

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

 

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

 

 

 

 

90


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

21. Financial instruments --Continued

 

(i)    Risk considerations --Continued

 

d)    Liquid risk--Continued

 

 

Company

Period ended September 30, 2014

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

381,272

703,557

114,894

-

1,199,723

Debentures (Note 13)

281,104

546,865

163,946

-

991,915

Payables to venture partners (Note 15)

7,297

7,145

-

-

14,442

Suppliers

49,909

-

-

-

49,909

 

719,582

1,257,567

278,840

-

2,255,989

 

 

 

 

Company

Year ended December 31, 2013

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

376,047

765,007

108,130

-

1,249,184

Debentures (Note 13)

354,271

457,386

200,000

-

1,011,657

Payables to venture partners (Note 15)

108,742

9,654

1,140

-

119,536

Suppliers

51,415

-

-

-

51,415

 

890,475

1,232,047

309,270

-

2,431,792

 

 

 

Consolidated

Period ended September 30, 2014

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

474,361

840,250

115,308

-

1,429,919

Debentures (Note 13)

390,439

846,865

163,946

-

1,401,250

Payables to venture partners (Note 15)

9,935

7,145

-

-

17,080

Suppliers

83,467

-

-

-

83,467

 

958,202

1,694,260

279,254

-

2,931,716

 

 

Consolidated

Year ended December 31, 2013

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

590,386

938,792

109,132

-

1,638,310

Debentures (Note 13)

563,832

657,386

200,000

-

1,421,218

Payables to venture partners (Note 15)

112,886

9,654

1,140

-

123,680

Suppliers

79,342

-

-

-

79,342

 

1,346,446

1,605,832

310,272

-

3,262,550

 

 

 

91


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

21. Financial instruments --Continued

 

(i)    Risk considerations --Continued

 

d)    Liquid risk--Continued

 

Fair value classification

 

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

 

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

 

 

Company

Consolidated

 

Fair value classification

As of September 30, 2014

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

Cash equivalents (Note 4.1)

-

62,306

-

-

161,767

-

Short-term investments (Note 4.2)

-

764,159

-

-

1,301,658

-

 

 

Company

Consolidated

 

Fair value classification

As of December 31, 2013

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

Cash equivalents (Note 4.1)

-

39,032

-

-

215,194

-

Short-term investments (Note 4.2)

-

1,241,026

-

-

1,808,969

-

Derivative financial instruments (Note 21.i.b)

-

183

-

-

183

-

 

 

 

 

92


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

21. Financial instruments --Continued

 

(i)    Risk considerations --Continued

 

d)    Liquid risk--Continued

 

 

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

 

Company

Consolidated

 

Fair value classification

As of September 30, 2014

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

Loans and financing (Note 21.ii.a)

-

1,203,220

-

-

1,426,996

-

Debentures (Note 21.ii.a)

-

1,002,812

-

-

1,401,779

-

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

-

16,743

-

-

16,743

-

Derivative financial instruments (Note 21.i.b)

-

5,074

-

-

5,074

-

 

 

 

Company

Consolidated

 

Fair value classification

As of December 31, 2013

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

Loans and financing (Note 21.ii.a)

-

1,254,757

-

-

1,641,503

-

Debentures (Note 21.ii.a)

-

1,019,298

-

-

1,428,859

-

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

-

121,060

-

-

125,719

-

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

 

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

 

 

 

93


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

21. Financial instruments --Continued

 

(ii)   Fair value of financial instruments

 

a)     Fair value measurement

 

 

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

 

 

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

 

 

Company

 

9/30/2014

12/31/2013

 

Carrying amount

Fair value

Carrying amount

Fair value

 

 

 

 

Financial assets

 

 

 

 

Cash and cash equivalents (Note 4.1)

62,306

62,306

39,032

39,032

Short-term investments (Note 4.2)

764,159

764,159

1,241,026

1,241,026

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

-

-

183

183

Trade accounts receivable (Note 5)

1,054,762

1,054,762

1,216,902

1,216,902

 

 

 

 

 

Financial liabilities

 

 

 

 

Loans and financing (Note 12)

1,199,723

1,203,220

1,249,184

1,254,757

Debentures (Note 13)

991,915

1,002,812

1,011,657

1,019,298

Payables to venture partners (Note 15)

14,442

16,743

119,536

121,060

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

5,074

5,074

-

-

Suppliers

49,909

49,909

51,415

51,415

 

 

 

 

94


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

21. Financial instruments --Continued

 

(ii)   Fair value of financial instruments

 

a)     Fair value measurement

 

 

 

Consolidated

 

9/30/2014

12/31/2013

 

Carrying amount

Fair value

Carrying amount

Fair value

 

 

 

 

Financial assets

 

 

 

 

Cash and cash equivalents (Note 4.1)

161,767

161,767

215,194

215,194

Short-term investments (Note 4.2)

1,301,658

1,301,658

1,808,969

1,808,969

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

-

-

183

183

Trade accounts receivable (Note 5)

1,931,214

1,931,214

2,223,668

2,223,668

 

 

 

 

 

Financial liabilities

 

 

 

 

Loans and financing (Note 12)

1,429,919

1,426,996

1,638,310

1,641,503

Debentures (Note 13)

1,401,250

1,401,779

1,421,218

1,428,859

Payables to venture partners (Note 15)

17,080

16,743

123,680

125,719

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

5,074

5,074

-

-

Suppliers

83,467

83,467

79,342

79,342

 

 

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

 

 

 

95


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

21. Financial instruments --Continued

 

 

(iii)   Capital stock management

 

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

 

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

 

 

 

Company

Consolidated

 

9/30/2014

12/31/2013

9/30/2014

12/31/2013

 

 

 

 

 

Loans and financing (Note 12)

1,199,723

1,249,184

1,429,919

1,638,310

Debentures (Note 13)

991,915

1,011,657

1,401,250

1,421,218

Obligations assumed on assignment of receivables (Note 14)

39,069

74,201

65,754

119,897

Payables to venture partners (Note 15)

14,442

119,536

17,080

123,680

( - ) Cash and cash equivalents and

short-term investments (Notes 4.1 and 4.2)

(826,465)

(1,280,058)

(1,463,425)

(2,024,163)

Net debt

1,418,684

1,174,520

1,450,578

1,278,942

Equity

3,106,916

3,190,724

3,129,137

3,214,483

Equity and net debt

4,525,600

4,365,244

4,579,715

4,493,425

 

 (iv) Sensitivity analysis

 

The sensitivity analysis of financial instruments for the year December 31, 2013 and period September 30, 2014, except swap contracts, which are analyzed through their due dates, describing the risks that may incur material variations on the Company’s profit or loss, as provided for by CVM, through Rule No. 475/08, in order to show a 25% and 50% increase/decrease in the risk variable considered.

 

 

 

96


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

21. Financial instruments --Continued

 

(iv)  Sensitivity analysis --Continued

 

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

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

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

 

To the sensitivity analysis of the interest rates of investments, loans and accounts receivables, the Company considered the CDI rate at 10.82%, (9.78% in 2013) the TR at 0.75%, (0.31% in 2013), the INCC at 6.96%, (8.09% in 2013), the IGP-M at 3.66%, (5.46% in 2013) and the IPCA at 6.31%, (5.73% in 2013). The scenarios considered were as follows:

 

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

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

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

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

 

97


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

21. Financial instruments --Continued

 

(iv)  Sensitivity analysis --Continued

 

As of September 30, 2014:

 

   

Scenario

   

I

II

III

IV

Instrument

Risk

Increase 50%

Increase 25%

Decrease 25%

Decrease 50%

 

       

Financial investments

CDI

61,291

30,645

(30,645)

(61,291)

Loans and financing

CDI

(31,828)

(15,914)

15,914

31,828

Debentures

CDI

(21,205)

(10,602)

10,602

21,205

Derivative financial instruments

CDI

(38,783)

(20,353)

22,552

47,625

 

 

 

 

 

Net effect of CDI variation

 

(30,525)

(16,224)

18,423

39,367

 

 

 

 

 

Loans and financing

TR

(2,645)

(1,323)

1,323

2,645

Debentures

TR

(3,546)

(1,773)

1,773

3,546

 

 

 

 

 

Net effect of TR variation

 

(6,191)

(3,096)

3,096

6,191

 

 

 

 

 

Debentures

IPCA

(469)

(234)

234

469

 

 

 

 

 

Net effect of IPCA variation

 

(469)

(234)

234

469

 

 

 

 

 

Accounts receivable

INCC

62,873

31,437

(31,437)

(62,873)

Properties for sale

INCC

63,512

31,756

(31,756)

(63,512)

 

 

 

 

 

Net effect of INCC variation

 

126,385

63,193

(63,193)

(126,385)

 

 

 

 

 

 

 

 

 

 

98


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

21. Financial instruments --Continued

 

 

(iv)  Sensitivity analysis --Continued

 

 

As of December 31, 2013:

   

Scenario

   

I

II

III

IV

Instrument

Risk

Increase 50%

Increase 25%

Decrease 25%

Decrease 50%

 

 

 

 

 

Financial investments

CDI

77,110

38,555

(38,555)

(77,110)

Loans and financing

CDI

(33,920)

(16,960)

16,960

33,920

Debentures

CDI

(19,843)

(9,921)

9,921

19,843

Payables to venture partners

CDI

(4,623)

(2,312)

2,312

4,623

Derivative financial instruments

CDI

(9,303)

(4,856)

5,344

11,219

 

 

 

 

 

Net effect of CDI variation

 

9,421

4,506

(4,018)

(7,505)

 

 

 

 

 

Loans and financing

TR

(1,208)

(604)

604

1,208

Debentures

TR

(1,474)

(737)

737

1,474

 

 

 

 

 

Net effect of TR variation

 

(2,682)

(1,341)

1,341

2,682

 

 

 

 

 

Debentures

IPCA

(385)

(193)

193

385

 

 

 

 

 

Net effect of IPCA variation

 

(385)

(193)

193

385

 

 

 

 

 

Accounts receivable

INCC

83,051

41,525

(41,525)

(83,051)

Properties for sale

INCC

58,235

29,117

(29,117)

(58,235)

 

 

 

 

 

Net effect of INCC variation

 

141,286

70,642

(70,642)

(141,286)

 

 

99


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

22. Related parties

 

22.1.  Balances with related parties

 

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

 

 

Company

Consolidated

Current accounts

9/30/2014

12/31/2013

9/30/2014

12/31/2013

 

 

 

 

 

Assets

 

 

 

 

Current account:

 

 

 

 

Total SPEs

150,647

163,130

110,271

80,804

Condominium and consortia and thirty party’s works

8,495

1,743

8,495

1,743

Loan receivable

75,989

98,272

117,058

136,508

Dividends receivable

5,246

7,443

-

-

 

240,377

270,588

235,824

219,055

 

 

 

 

Current

164,388

172,316

118,766

82,547

Non-current

75,989

98,272

117,058

136,508

 

 

 

 

Liabilities

 

 

 

 

Current account

 

 

 

 

Purchase/sale of interests

(41,527)

(39,100)

(41,527)

(39,100)

Total SPEs and Tenda

(476,100)

(163,075)

(124,560)

(94,578)

 

(517,627)

(202,175)

(166,087)

(133,678)

 

 

 

 

Current

(517,627)

(202,175)

(166,087)

(133,678)

 

 

 

 

 

 

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

 

 

Company

 

 

 

9/30/2014

12/31/2013

Nature

Interest rate

 

 

 

 

 

Engenho

16

15

Construction

12% p.a. + IGPM

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

-

2,279

Construction

12% p.a. + IGPM

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

10,925

15,201

Construction

12% p.a. + IGPM

Gafisa SPE 65 Emp. Imobiliários Ltda.

-

2,929

Construction

3% p.a. + CDI

Gafisa SPE 46 Emp. Imobiliários Ltda.

1,208

1,056

Construction

12% p.a. + IGPM

Gafisa SPE 71 Emp. Imobiliários Ltda.

7,019

6,066

Construction

3% p.a. + CDI

Gafisa SPE 76 Emp. Imobiliários Ltda.

-

3,863

Construction

4% p.a. + CDI

Acquarelle Civilcorp Incorporações Ltda.

470

411

Construction

12% p.a. + IGPM

Manhattan Residencial I

48,535

62,441

Construction

10% p.a. + TR

Manhattan Comercial I

-

15

Construction

10% p.a. + TR

Manhattan Residencial II

-

137

Construction

10% p.a. + TR

Manhattan Comercial II

-

65

Construction

10% p.a. + TR

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

7,816

3,794

Construction

12% p.a. + IGPM

Total Company

75,989

98,272

 

 

 

 

 

 

 

 

 

 

100


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

22. Related parties --Continued

 

22.1.  Balances with related parties --Continued

 

 

 

Consolidated

 

 

 

9/30/2014

12/31/2013

Nature

Interest rate

 

 

 

 

 

Engenho

16

15

Construction

12% p.a. + IGPM

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

-

2,279

Construction

12% p.a. + IGPM

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

10,925

15,201

Construction

12% p.a. + IGPM

Gafisa SPE 65 Emp. Imobiliários Ltda.

-

2,929

Construction

3% p.a. + CDI

Gafisa SPE-46 Emp. Imobiliários Ltda.

1,208

1,056

Construction

12% p.a. + IGPM

Gafisa SPE-71 Emp. Imobiliários Ltda.

7,019

6,066

Construction

3% p.a. + CDI

Gafisa SPE- 76 Emp. Imobiliários Ltda.

-

3,863

Construction

4% p.a. + CDI

Acquarelle - Civilcorp Incorporações Ltda.

470

411

Construction

12% p.a. + IGPM

Manhattan Residencial I

48,535

62,441

Construction

10% p.a. + TR

Manhattan Comercial I

-

15

Construction

10% p.a. + TR

Manhattan Residencial II

-

137

Construction

10% p.a. + TR

Manhattan Comercial II

-

65

Construction

10% p.a. + TR

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

7,816

3,794

Construction

12% p.a. + IGPM

Fit Jardim Botanico SPE Emp. Imob. Ltda.

18,852

17,998

Construction

113.5% of 126.5% of CDI

Fit 09 SPE Emp. Imob. Ltda.

8,072

7,183

Construction

120% of 126.5% of CDI

Fit 19 SPE Emp. Imob. Ltda.

4,041

4,003

Construction

113.5% of 126.5% of CDI

Acedio SPE Emp. Imob. Ltda.

3,961

3,589

Construction

113.5% of 126.5% of CDI

Ac Participações Ltda.

5,390

4,710

Construction

12% p.a. + IGPM

Other

753

753

Construction

Sundry

Total consolidated

117,058

136,508

 

 

 

 

In the period ended September 30, 2014 he recognized financial income from interest on loans amounted toR$5,156 (R$6,643 in 2013) in the Company’s statement and R$7,679 (R$8,094 in 2013) in the consolidated statement (Note  25).

 

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

 

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

 

 

 

22.2.  Endorsements, guarantees and sureties

 

The financial transactions of subsidiaries are backed by endorsements or sureties in proportion to the interest of the Company in the capital stock of such companies, in the amount of R$1,117,919 (R$1,428,286 in 2013).

 

 

101


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

23. Net operating revenue

 

 

Company

Consolidated

 

9/30/2014

9/30/2013

9/30/2014

9/30/2013

Gross operating revenue

 

 

 

 

Real estate development, sale, barter transactions and construction services

863,407

982,773

1,571,666

1,842,997

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

825

3,798

54,576

90,055

Taxes on sale of real estate and services

(79,377)

(88,021)

(124,520)

(156,591)

Net operating revenue

784,855

898,550

1,501,722

1,776,461

 

24. Costs and expenses by nature

 

These are represented by the following:

 

 

Company

Consolidated

 

9/30/2014

9/30/2013

9/30/2014

9/30/2013

Cost of real estate development and sale:

 

 

 

 

Construction cost

(330,290)

(374,856)

(680,249)

(846,667)

Land cost

(93,068)

(120,671)

(153,030)

(212,494)

Development cost

(30,229)

(33,317)

(79,164)

(100,458)

Capitalized financial charges (Note 12)

(68,184)

(58,697)

(126,169)

(112,336)

Maintenance / warranty

(21,322)

(9,172)

(27,091)

(20,938)

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

-

-

(44,914)

(88,122)

 

(543,093)

(596,713)

(1,110,617)

(1,381,015)

 

 

 

 

Commercial expenses:

 

 

 

 

Product marketing expenses

(22,288)

(37,075)

(44,368)

(70,321)

Brokerage and sale commission

(12,565)

(35,554)

(25,008)

(67,437)

Customer Relationship Management expenses and corporate marketing

(16,727)

(9,856)

(33,293)

(18,694)

Other

(4,000)

(2,816)

(7,960)

(5,340)

 

(55,719)

(85,301)

(110,899)

(161,792)

 

 

 

 

General and administrative expenses:

 

 

 

 

Salaries and payroll charges

(31,529)

(39,165)

(57,006)

(70,530)

Employee benefits

(3,056)

(3,246)

(5,047)

(5,864)

Travel and utilities

(1,154)

(2,190)

(2,051)

(3,859)

Services

(14,204)

(11,007)

(25,601)

(20,363)

Rents and condominium fees

(7,281)

(4,798)

(11,102)

(7,900)

IT

(10,996)

(4,859)

(17,889)

(10,251)

Stock option plan (Note 19.2)

(13,402)

(13,611)

(13,713)

(13,715)

Reserve for profit sharing (Note 26.iii)

(13,910)

(14,699)

(26,151)

(26,236)

Other

(347)

2,987

(164)

959

 

(95,879)

(90,588)

(158,724)

(157,759)

 

 

 

 

 

Other income (expenses), net:

 

 

 

 

Expenses with lawsuits (Note 17)

(40,420)

(32,780)

(77,283)

(47,388)

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

4,839

(8,539)

-

-

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

(13,863)

-

(13,863)

-

Other

(2,272)

2,594

(1,479)

3,540

 

(51,716)

(38,725)

(92,625)

(43,848)

         

 

102


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

25. Financial income

 

 

Company

Consolidated

 

9/30/2014

9/30/2013

9/30/2014

9/30/2013

Financial income

 

 

 

 

Income from financial investments

60,303

15,442

100,919

36,748

Financial income on loans (Note 22)

5,156

6,643

7,679

8,094

Interest income

1,993

699

2,578

1,104

Other financial income

2,718

497

7,458

6,740

70,170

23,281

118,634

52,686

Financial expenses

 

 

 

 

Interest on funding, net of capitalization (Note 12)

(76,499)

(112,473)

(94,912)

(130,687)

Amortization of debenture cost

(3,362)

(2,623)

(3,161)

(3,434)

Payables to venture partners

(2,211)

(2,427)

(2,255)

(12,399)

Banking expenses

(2,627)

(1,092)

(2,875)

(5,035)

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

(4,354)

(4,280)

(4,354)

(4,280)

Discount on securitization transaction

369

(1,600)

369

(1,602)

Offered discount and other financial expenses

(10,863)

(17,787)

(30,460)

(26,562)

 

(99,547)

(142,282)

(137,648)

(183,999)

 

26. Transactions with management and employees

 

(i)    Management compensation

 

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

 

 

Management compensation

 

Period ended September 30, 2014

Board of Directors

Statutory Board

Fiscal Council

 

 

 

 

Number of members

8

5

3

Fixed compensation for the period (in R$)

1,316

2,806

140

Salary / Fees

1,297

2,530

140

Direct and indirect benefits

19

276

-

Monthly compensation (in R$)

146

312

16

Total compensation

1,316

2,806

140

Profit sharing

-

3,413

-

 

 

 

103


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

26. Transactions with management and employees--Continued

 

(i)    Management compensation--Continued

 

 

 

Management compensation

 

Period ended September 30, 2013

Board of Directors

Statutory Board

Fiscal Council

 

 

 

 

Number of members

9

8

3

Fixed compensation for the period (in R$)

1,420

3,791

120

Salary / Fees

1,389

3,510

120

Direct and indirect benefits

31

218

-

Monthly compensation (in R$)

158

421

13

Total compensation

1,420

3,791

120

Profit sharing

-

6,469

-

         

 

 

 

 

       The maximum aggregate compensation of the Company for the year 2014 was established at R$13,425, as approved at the Annual Shareholders’ Meeting held on April 25, 2014.

 

       On the same occasion the compensation limit of the Fiscal Council members for their next term of office that ends in the Annual Shareholders’ Meeting to be held in 2015 was approved at R$192.

 

(ii)   Sales

 

In the period ended September 30, 2014 , the total sales of units sold in 2014 to the Management is R$1,513 (R$2,405 in 2013) and the total receivables is R$4,600 (R$5,845 as of December 31, 2013).

 

 

 

 

 

104


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

26. Transactions with management and employees--Continued

 

(iii)   Profit sharing

 

In the period ended September 30, 2014, the Company recorded an expense for profit sharing amounting to R$13,910 in the Company’s statement (R$14,699 in 2013) and R$26,151 in the consolidated statement (R$26,236 in 2013) in the heading “General and Administrative Expenses” (Note 24), which is broken down as follows.

 

 

 Consolidated

9/30/2014

9/30/2013

 

 

 

Gafisa and Tenda’ Statutory Board

8,093

6,469

Other collaborators

18,058

19,767

 

26,151

26,236

 

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

 

27. Insurance

 

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

 

105


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

28. Earning and loss per share

 

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

 

 

 

 

 

9/30/2014

9/30/2013

Basic numerator

 

 

Proposed dividends and interest on capital

-

-

Undistributed loss

(50,594)

(53,839)

Undistributed loss, available for the holders of common shares

(50,594)

(53,839)

 

 

 

Basic denominator (in thousands of shares)

 

 

Weighted average number of shares

405,279

427,757

 

 

 

Basic loss per share in Reais

(0,1248)

(0,1259)

Diluted numerator

 

 

Proposed dividends and interest on capital

 

 

Undistributed loss

-

-

Undistributed loss, available for the holders of common shares

(50,594)

(53,839)

 

(50,594)

(53,839)

Diluted denominator (in thousands of shares)

 

 

Weighted average number of shares

405,279

427,757

Stock options

-

-

Diluted weighted average number of shares

405,279

427,757

 

 

 

 

 

 

Diluted loss per share in Reais

(0.1248)

(0.1259)

 

 

 

 

 

 

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

 

106


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

29. Segment information

 

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

 

 

   

Consolidated

 

Gafisa S.A.

Tenda

9/30/2014

Net operating revenue

1,089,913

411,809

1,501,722

Operating costs

(775,165)

(335,452)

(1,110,617)

 

 

 

Gross profit

314,748

76,357

391,105

 

 

 

Selling expenses

(69,133)

(41,766)

(110,899)

General and administrative expenses

(95,886)

(62,838)

(158,724)

Depreciation and amortization

(30,261)

(11,453)

(41,714)

Financial expenses

(101,218)

(36,430)

(137,648)

Financial income

75,903

42,731

118,634

Tax expenses

(20,019)

(7,413)

(27,432)

 

 

 

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

30,399

(80,993)

(50,594)

 

 

 

Customers (short and long term)

1,544,413

386,801

1,931,214

Inventories (short and long term)

1,749,750

752,058

2,501,808

Other assets

2,047,209

1,098,623

3,145,832

 

 

 

Total assets

5,341,372

2,237,482

7,578,854

 

 

 

 

Total liabilities

3,270,322

1,179,395

4,449,717


 

 

107


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

29. Segment information --Continued

 

 

   

Consolidated

 

Gafisa S.A.

Tenda

9/30/2013

 

 

 

 

Net operating revenue

1,173,898

602,563

1,776,461

Operating cost

(796,126)

(584,889)

(1,381,015)

 

 

 

Gross profit

377,772

17,674

395,446

 

 

 

Selling expenses

(101,165)

(60,627)

(161,792)

General and administrative expenses

(91,493)

(66,266)

(157,759)

Depreciation and amortization

(30,328)

(8,245)

(38,573)

Financial expenses

(156,835)

(27,164)

(183,999)

Financial income

27,060

25,626

52,686

Tax expenses

(8,773)

(11,675)

(20,448)

 

 

 

Loss for the period from continuing operations

(30,278)

(122,175)

(152,453)

 

 

 

 

Profit for the period from discontinued operations

-

-

127,758

 

 

 

 

Gafisa S.A.

Tenda

12/31/2013

Customers (short and long term)

1,662,572

561,096

2,223,668

Inventories (short and long term)

1,420,359

674,055

2,094,414

Other assets

2,658,263

1,206,685

3,864,948

 

 

 

Total assets

5,741,194

2,441,836

8,183,030

 

 

 

 

Total liabilities

3,679,292

1,289,255

4,968,547

 

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

108


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

30. Real estate ventures under construction – information and commitments

 

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

 

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

Ventures under construction:

 

 

Contracted sales revenue (*)

 

4,078,200

Appropriated sales revenue (A) (**)

 

(2,754,007)

Unappropriated sales revenue (B) (*)

 

1,324,193

 

 

 

Completed ventures (C)

 

868,979

 

 

 

Cumulative receipts (D) (**)

 

(1,623,201)

 

Advances from clients

 

 

Appropriated revenue surplus (Note 18) (E)

 

50,819

 

 

 

Total accounts receivable from developments (Note 5)

(-A+C+D+E)

 

2,050,604

 

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

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

 

 

 

109


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

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

 

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

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

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

Ventures under construction:

 

Incurred cost of units in inventory (Note 6)

 

756,384

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

 

838,568

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

 

1,594,952

 

 

 

Estimated cost of units sold (*) (G)

 

2,820,987

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

 

(1,809,606)

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

 

1,011,381

 

 

 

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

 

4,415,939

 

(a) The amount of R$229,685 refers to units of cancelled developments which contracts are not yet cancelled with the respective customers.

 

110


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

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

 

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

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

 

 

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

 

Unappropriated sales revenue (B)

 

1,324,193

Unappropriated barter for land

 

226,218

 

 

1,550,411

 

 

 

Unappropriated cost of units sold (I)

 

(1,011,381)

Estimated profit

 

539,030

 

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

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

 

111


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

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

 

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

 

Appropriated sales revenue (A) (**)

 

2,754,007

Appropriated barter for land (**)

 

99,657

 

 

2,853,664

 

 

 

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

 

(1,809,606)

Profit (**)

 

1,044,058

 

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

 

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

 

 

112


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

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

 

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

 

 

9/30/2014

 

 

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

7,629,503

Total consolidated assets

7,635,269

Percentage

99.92%

 

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

 

31. Communication with regulatory bodies

 

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

 

 

113


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

32. Additional Information

 

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

 

 

114


 
 

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

 

Gafisa S.A.

Notes to the individual and consolidated quarterly information

September 30, 2014

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

 

33. Subsequent events

 

(i)      Merger of the subsidiary Shertis

 

On October 9, 2014, the Company approved the Proposal for the Merger of Shertis Empreendimentos S.A. ("Shertis") into the Company. The subsidiary Shertis was created by the Company in 2010 and its only asset was the ownership interest of 20% in the capital of AUSA. The merger does not result in an increase or reduction in the equity or capital of the Company, considering that the equity of Shertis is fully reflected in the equity of the company as a result of the equity method. As 100% of the Shertis’ shares are of the Company, the merger aims at simplifying the ownership structure of the group and reducing operating costs.

 

(ii)     Funds held in trust by third parties

 

On October 1, 2014, Tenda made the payment of the eleventh installment of interest rates in the amount of R$19,496 and the fifth installment of amortization in the amount of R$10,000 related to the first placement of debentures in the total amount of R$29,496.

 

(iii)    Amortization of the first series of the eight placement of debentures of the Company

 

On October 15, 2014, the Company made a payment in the amount of R$163,671, of which R$144,214 related to the face value of the placement and R$18,281 to the interest payable over the period of the first series of the eight placement of debentures, and R$1,176 related to the interest payable over the period of the second series of the same placement.

 

 

 

***

 

115


 
 

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

 

Gafisa S.A.

 

Comments on Company’s Business projections

OUTLOOK

On October 20, 2014, the Company disclosed in a Material Fact a revision to its 2014 launch guidance ("Guidance") for the Gafisa segment, due to continuing uncertainties in the current economic environment. This change in the projected volume of launches has also affected guidance for the ratio of Administrative Expenses to Launch Volumes for the Gafisa segment, as well as projected consolidated launches.

Launches in the first nine months of 2014 totaled R$1,395 million, representing 75.4% of the midpoint of full year guidance. Gafisa segment accounted for 82.1% of launches and Tenda represented the remaining 17.9%.

Launch Guidance (2014E)

 

Guidance

(2014E)

Revision

Actual Figures

9M14

9M14A / Midpoint of Guidance

Consolidated Launches

R$2.1 – R$2.5 bn

R$1.7 – R$2.0 bn

1,394.8 million

75%

Breakdown by Brand

 

 

 

 

Gafisa Launches

R$1.5 – R$1.7 bn

R$1.1 – R$1.2 bn

1,023.0 million

89%

Tenda Launches

R$600 – R$800 mn

R$600 – R$800 mn

371.7 million

53%

 

With the completion of the sale of the Alphaville stake in 2013, the Company began 2014 with a solid liquidity position. As reported in this release, the Company’s Net Debt/Equity ratio has remained stable at 44.3% since the 1Q14. Given this result, and considering the Company's business plan for 2014, the Company expects leverage to remain between 55% - 65%, as measured by the Net Debt/Equity ratio.

 

 

Guidance

(2014E)

Revision

Actual Figures

9M14

9M14A / Midpoint of Guidance

Consolidated Data

55% - 65% Net Debt / Equity

55% - 65% Net Debt / Equity

44.3%

OK

 

Also on October 20, the Company withdrew its guidance for 2014 regarding the ratio of Administrative Expenses to Launch Volumes for Gafisa. With the reduction in launch guidance for the year, the Company is unable to meet this projection.

 

Guidance

(2014E)

Revision

Gafisa

7.5%

Not applicable

Tenda

Not applicable

Not applicable

 

 

Guidance

(2015E)

Revision

Gafisa

7.5%

7.5%

Tenda

7.0%

7.0%

 

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

 

Guidance

(3 years)

Revision

Gafisa

14% - 16%

14% - 16%

Tenda

14% - 16%

14% - 16%

 

116


 
 

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

 

Gafisa S.A.

 

 

Other information deemed relevant by the Company

 

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

     
 

9/30/2014

 

Common shares

Acionista

Shares

%

     

Treasury shares

30,288,991

6.95

FUNCEF – Fundação dos Economiários Federais

25,181,789

5.78

Polo

23,266,216

5.34

Skagen Global

29,307,300

6.73

Outstanding shares

327,514,905

75.20

     

Total shares

435,559,201

100.00%

     
     
 

9/30/2013

 

Common shares

Acionista

Shares

%

     

Treasury shares

10,599,486

2.44

Polo

30,472,246

7.00

FUNCEF – Fundação dos Economiários Federais

23,835,800

5.47

Outstanding shares

370,472,875

85.09

     

Total shares

435,380,407

100.00%

     
     

 

117


 
 

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

 

Gafisa S.A.

 

 

2. SHARES HELD BY PARENT COMPANIES, MANAGEMENT AND BOARD

     
 

9/30/2014

 

Common shares

 

Shares

%

   

Shareholders holding effective control of the Company

77,755,305

17.85

Board of Directors

592,609

0.14

Executive directors

1,643,445

0.38

Fiscal council

-

-

     

Executive control, board members, officers and fiscal council

79,991,359

18.37

   

Treasury shares

30,288,991

6.95

Outstanding shares in the market (*)

325,278,851

74.68

   

Total shares

435,559,201

100.00%

   
     
 

9/30/2013

 

Common shares

 

Shares

%

   

Shareholders holding effective control of the Company

54,308,046

12.47

Board of Directors

821,313

0.19

Executive directors

3,003,328

0.69

Fiscal council

-

-

     

Executive control, board members, officers and fiscal council

58,132,687

13.35

   

Treasury shares

10,599,486

2.44

Outstanding shares in the market (*)

366,648,234

84.21

   

Total shares

435,380,407

100.00%

     

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

 

118


 
 

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

 

Gafisa S.A.

 

 

 

 

Other relevant information

 

3.COMMITMENT CLAUSE

 

The Company, its shareholders, directors and board members undertake to settle, through arbitration, any and all disputes or controversies that may arise between them, related to or originating from, particularly, the application, validity, effectiveness, interpretation, breach and the effects thereof, of the provisions of Law No. 6,404/76, 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.

 

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

 

Gafisa S.A.

 

Report on the review of quarterly information - ITR

 

 

To the Shareholders, Board of Directors and Officers

Gafisa S.A.

São Paulo, SP

 

 

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

 

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

 

Scope of review

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

 

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

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

 

 

 

 

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Gafisa S.A.

 

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

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

Emphasis of matter

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

 

Other matters

Statements of value added

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

 

 

São Paulo, November 7th, 2014

KPMG Auditores Independentes

CRC 2SP014428/O-6

Original report in Portuguese signed by

Giuseppe Masi

Accountant CRC 1SP176273/O-7

 

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Gafisa S.A.

 

 

Reports and statements \ Management statement of interim financial Information

 

 

Management statement of interim financial information

 

STATEMENT

 

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

 

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

 

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

 

Sao Paulo, November 7, 2014

 

GAFISA S.A.

 

Management

 

 

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Gafisa S.A.

 

 

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

 

 

Management Statement on the Review Report

 

STATEMENT

 

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

 

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

 

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

 

Sao Paulo, November 7, 2014

 

GAFISA S.A.

 

Management

 

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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: November 19, 2014
 
Gafisa S.A.
 
By:
/s/ Sandro Gamba

 
Name:   Sandro Gamba
Title:     Chief Executive Officer