SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2011
Commission File Number: 001-33356
Gafisa S.A.
(Translation of registrant’s name into English)
Av. Nações Unidas No. 8501, 9th 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 of Form 20-F or 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):
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):
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:
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
Explanatory Note: Gafisa S.A. (the “Company”) is amending its current report on Form 6-K originally filed on April 1, 2011.
Gafisa S.A. has decided to restate its consolidated financial statements for the fiscal year ended December 31, 2009, primarily related to matters contained in the US GAAP reconciliation footnote
Gafisa S.A. (the “Company”) has identified a misclassification of certain amounts as Cash equivalents in its US GAAP financial information included in Note 25 to the consolidated financial statements included in the annual report on Form 20-F for the fiscal year ended December 31, 2009 (the “2009 Form 20-F”) which should have been classified as Marketable securities. These financial instruments were appropriately accounted for as Cash equivalents under Brazilian GAAP in effect at that time, and their misclassification has no impact on the Company’s Brazilian GAAP or US GAAP working capital. However, the Company has concluded that these US GAAP misclassifications have a material effect on amounts disclosed in its US GAAP reconciliation footnote and financial statements contained in the 2009 Form 20-F, including but not limited to, the amount of Cash equivalent balances, the amount of Marketable securities balances, and the related requirement to present a US GAAP consolidated statement of cash flows in Note 25. Future Form 20-F filings will correct for this error.
The Company is also currently in the process of completing its evaluation of certain aspects of its US GAAP revenue recognition and other potential classification errors and believes that adjustments of previously reported US GAAP amounts are also likely for these matters, specifically related to default/cancelation provisions of dthe Company’s sales contracts and the impact of those provisions on US GAAP revenue recognition. These matters are still under evaluation and quantification, although the Company believes that such amounts will likely be material and will accordingly also be corrected in its future 20-F filing. This evaluation relates to the US GAAP information included in Note 25 to the consolidated financial statements included in the 2009 Form 20-F and does not impact Brazilian GAAP revenue recognition as previously reported.
The Company also has identified a misclassification between amounts recorded as financial expense and amounts recorded as a component of net income attributable to non-controlling interest. This misclassification does not impact the ultimate liability that the Company has recorded related to such arrangements. This matter will also be corrected in its future 20-F filing.
Accordingly, the Company has concluded that the consolidated financial statements as of and for the fiscal years ended December 31, 2009, 2008 and 2007 and related conclusions on internal control over financial reporting included in the 2009 Form 20-F should no longer be relied upon. Additionally, when the Company files its 2010 Form 20-F, which will include the restated financial statements for the fiscal years ended December 31, 2009 and 2008, it will report a material weakness as of December 31, 2010 due to the controls over its US GAAP financial information which led to the restatement.
The Company hopes to complete its evaluation of the above matters and file the required Form 20-F as soon as possible.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 30, 2011
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Gafisa S.A.
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/s/ Alceu Duílio Calciolari
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Name: |
Alceu Duílio Calciolari
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Title: |
Chief Financial Officer and Investor Relations Officer
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