SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2017
(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
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Gafisa S.A.
Quarterly information
March 31, 2017
(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)
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Company data
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1
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Capital Composition
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Individual financial statements
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Balance sheet - Assets
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2
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Balance sheet - Liabilities
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3
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Statement of income
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4
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Statement of comprehensive income (loss)
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5
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Statement of cash flows
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6
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Statements of changes in Equity
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01/01/2017 to 03/31/2017
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7
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01/01/2016 to 03/31/2016
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8
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Statement of value added
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9
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Consolidated Financial Statements
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Balance sheet - Assets
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10
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Balance sheet - Liabilities
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11
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Statement of income
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12
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Statement of comprehensive income (loss)
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13
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Statement of cash flows
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14
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Statements of changes in Equity
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01/01/2017 to 03/31/2017
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15
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01/01/2016 to 03/31/2016
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16
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Statement of value added
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17
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Comments on performance
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18
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Notes to interim financial information
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43
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Other information deemed relevant by the Company
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78
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Reports and statements
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Report on review of interim financial information
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81
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Management statement of interim financial information
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83
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Management statement on the report on review of interim financial information
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84
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COMPANY DATA / CAPITAL COMPOSITION
Number of Shares
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CURRENT QUARTER
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(in thousands)
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03/31/2017
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Paid-in Capital
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Common
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28,040
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Preferred
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-
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Total
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28,040
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Treasury shares
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Common
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1,046
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Preferred
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-
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Total
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1,046
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INDIVIDUAL FINANCIAL STATEMENTS - BALANCE SHEET - ASSETS (in thousands of Brazilian Reais)
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CODE
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DESCRIPTION
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ACTUAL QUARTER 03/31/2017
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PRIOR YEAR 12/31/2016
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1
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Total Assets
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5,239,390
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5,225,376
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1.01
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Current Assets
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2,195,054
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2,107,806
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1.01.01
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Cash and cash equivalents
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6,731
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19,811
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1.01.01.01
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Cash and banks
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6,731
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19,811
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1.01.02
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Short-term investments
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165,303
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163,562
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1.01.02.01
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Fair value of short-term investments
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165,303
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163,562
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1.01.03
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Accounts receivable
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486,004
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524,337
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1.01.03.01
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Trade accounts receivable
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486,004
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524,337
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1.01.03.01.01
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Receivables from clients of developments
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466,551
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503,923
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1.01.03.01.02
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Receivables from clients of construction and services rendered
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19,453
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20,414
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1.01.04
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Inventories
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825,841
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870,201
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1.01.04.01
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Properties for sale
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825,841
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870,201
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1.01.07
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Prepaid expenses
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5,575
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2,102
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1.01.07.01
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Prepaid expenses and others
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5,575
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2,102
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1.01.08
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Other current assets
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705,600
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527,793
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1.01.08.01
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Non current assets held for sale
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3,270
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3,306
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1.01.08.02
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Assets from discontinued operations
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654,460
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439,020
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1.01.08.02.01
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Disposal group held for sale
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654,460
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439,020
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1.01.08.03
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Others
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47,870
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85,467
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1.01.08.03.01
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Other assets
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25,726
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39,280
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1.01.08.03.02
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Derivative financial instruments
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1,511
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-
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1.01.08.03.03
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Receivables from related parties
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20,633
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46,187
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1.02
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Non current assets
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3,044,336
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3,117,570
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1.02.01
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Non current assets
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938,845
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951,563
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1.02.01.03
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Accounts receivable
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206,130
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225,270
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1.02.01.03.01
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Receivables from clients of developments
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206,130
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225,270
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1.02.01.04
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Inventories
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541,335
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535,376
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1.02.01.09
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Others non current
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191,380
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190,917
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1.02.01.09.03
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Other assets
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168,577
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156,358
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1.02.01.09.04
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Receivables from related parties
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22,227
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25,529
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1.02.01.09.05
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Derivative Financial Instruments
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576
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9,030
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1.02.02
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Investments
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2,061,367
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2,116,509
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1.02.02.01
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Interest in associates and affiliates
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2,035,430
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2,090,572
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1.02.02.02
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Interest in subsidiaries
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25,937
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25,937
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1.02.02.02.01
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Interest in subsidiaries - goodwill
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25,937
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25,937
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1.02.03
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Property and equipment
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19,748
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21,720
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1.02.03.01
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Operation property and equipment
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19,748
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21,720
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1.02.04
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Intangible assets
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24,376
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27,778
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1.02.04.01
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Intangible assets
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24,376
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27,778
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INDIVIDUAL FINANCIAL STATEMENTS
- BALANCE SHEET - LIABILITIES AND EQUITY (in thousands of Brazilian Reais)
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CODE
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DESCRIPTION
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ACTUAL QUARTER 03/31/2017
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PRIOR YEAR 12/31/2016
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2
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Total Liabilities
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5,239,390
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5,225,376
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2.01
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Current liabilities
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2,857,245
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2,458,597
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2.01.01
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Social and labor obligations
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31,987
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28,041
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2.01.01.02
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Labor obligations
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31,987
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28,041
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2.01.01.02.01
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Salaries, payroll charges and profit sharing
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31,987
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28,041
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2.01.02
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Suppliers
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55,851
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61,177
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2.01.02.01
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Local suppliers
|
55,851
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61,177
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2.01.03
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Tax obligations
|
35,153
|
35,819
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2.01.03.01
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Federal tax obligations
|
35,153
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35,819
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2.01.04
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Loans and financing
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937,375
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953,872
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2.01.04.01
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Loans and financing
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602,058
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639,733
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2.01.04.02
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Debentures
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335,317
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314,139
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2.01.05
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Other obligations
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1,715,228
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1,300,634
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2.01.05.01
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Payables to related parties
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1,050,556
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1,073,255
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2.01.05.02
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Others
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664,672
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227,379
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2.01.05.02.04
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Obligations for purchase of properties and advances from
customers
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139,796
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146,522
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2.01.05.02.05
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Other payables
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60,744
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50,660
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2.01.05.02.07
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Obligations assumed on the assignment of receivables
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29,182
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24,907
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2.01.05.02.08
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Derivative financial instruments
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-
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5,290
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2.01.05.02.09
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Distribution of non-cash assets to owners
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327,230
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-
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2.01.05.02.10
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Payables for sale of shares
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107,720
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-
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2.01.06
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Provisions
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81,651
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79,054
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2.01.06.01
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Tax, labor and civel lawsuits
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81,651
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79,054
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2.01.06.01.01
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Tax lawsuits
|
1,002
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1,369
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2.01.06.01.02
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Labor lawsuits
|
19,976
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23,818
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2.01.06.01.04
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Civel lawsuits
|
60,673
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53,867
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2.02
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Non current liabilities
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829,088
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838,454
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2.02.01
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Loans and financing
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479,842
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504,326
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2.02.01.01
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Loans and financing
|
363,472
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367,197
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2.02.01.01.01
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In local currency
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363,472
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367,197
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2.02.01.02
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Debentures
|
116,370
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137,129
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2.02.02
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Other liabilities
|
168,614
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154,435
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2.02.02.02
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Others
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168,614
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154,435
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2.02.02.02.03
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Obligations for purchase of properties and advances from
customers
|
94,824
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90,311
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2.02.02.02.04
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Other payables
|
11,654
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13,218
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2.02.02.02.06
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Obligations assumed on the assignment of receivables
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62,136
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50,906
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2.02.03
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Deferred taxes
|
100,405
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100,405
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2.02.03.01
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Deferred income tax and social contribution
|
100,405
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100,405
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2.02.04
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Provisions
|
80,227
|
79,288
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2.02.04.01
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Tax, labor and civel lawsuits
|
80,227
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79,288
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2.02.04.01.01
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Tax
lawsuits
|
2,110
|
1,755
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2.02.04.01.02
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Tax and labor lawsuits
|
38,764
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33,350
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2.02.04.01.04
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Civel lawsuits
|
39,353
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44,183
|
2.03
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Equity
|
1,553,057
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1,928,325
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2.03.01
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Capital
|
2,521,152
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2,740,662
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2.03.02
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Capital Reserves
|
50,783
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49,424
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2.03.02.04
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Granted options
|
154,216
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153,165
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2.03.02.05
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Treasury shares
|
-32,216
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-32,524
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2.03.02.07
|
Reserve for expenditures with public offering
|
-71,217
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-71,217
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2.03.05
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Retained earnings/accumulated losses
|
-1,018,878
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-861,761
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INDIVIDUAL FINANCIAL STATEMENTS
- INCOME - (in thousands of Brazilian Reais)
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|
CODE
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DESCRIPTION
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YEAR TO DATE 01/01/2017 to
03/31/2017
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YEAR TO DATE FROM
PREVIOUS YEAR 01/01/2016 to 03/31/2016
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3.01
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Gross Sales and/or Services
|
104,027
|
126,973
|
3.01.01
|
Revenue from real estate development
|
113,542
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138,013
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3.01.03
|
Taxes on real estate sales and services
|
-9,515
|
-11,040
|
3.02
|
Cost of sales and/or services
|
-106,459
|
-124,866
|
3.02.01
|
Cost of real estate development
|
-106,459
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-124,866
|
3.03
|
Gross profit
|
-2,432
|
2,107
|
3.04
|
Operating expenses/income
|
-118,077
|
-57,926
|
3.04.01
|
Selling expenses
|
-16,205
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-14,411
|
3.04.02
|
General and administrative expenses
|
-18,400
|
-27,002
|
3.04.05
|
Other operating expenses
|
-28,101
|
-21,796
|
3.04.05.01
|
Depreciation and amortization
|
-8,489
|
-8,072
|
3.04.05.02
|
Other operating expenses
|
-19,612
|
-13,724
|
3.04.06
|
Income
from equity method investments
|
-55,371
|
5,283
|
3.05
|
Income (loss) before financial results and income taxes
|
-120,509
|
-55,819
|
3.06
|
Financial
|
-36,608
|
26
|
3.06.01
|
Financial income
|
6,429
|
23,857
|
3.06.02
|
Financial expenses
|
-43,037
|
-23,831
|
3.07
|
Income before income taxes
|
-157,117
|
-55,793
|
3.08
|
Income and social contribution taxes
|
-
|
-2,228
|
3.08.01
|
Current
|
-
|
-2,228
|
3.09
|
Income (loss) from continuing operation
|
-157,117
|
-58,021
|
3.10
|
Income (loss) from descontinued operation
|
107,720
|
4,794
|
3.10.01
|
Net income (loss) from discontinued operations
|
107,720
|
4,794
|
3.11
|
Income (loss) for the period
|
-49,397
|
-53,227
|
3.99
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Earnings per Share – (Reais / Share)
|
-
|
-
|
3.99.01
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Basic Earnings per Share
|
-
|
-
|
3.99.01.01
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ON
|
-1.84110
|
-1.95720
|
3.99.02
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Diluted Earnings per Share
|
-
|
-
|
3.99.02.01
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ON
|
-1.84110
|
-1.95720
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INDIVIDUAL FINANCIAL STATEMENTS
- COMPREHENSIVE INCOME (LOSS) - (in thousands of Brazilian Reais)
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CODE
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DESCRIPTION
|
YEAR TO DATE 01/01/2017 to
03/31/2017
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YEAR TO DATE FROM PREVIOUS
YEAR 01/01/2016 to 03/31/2016
|
4.01
|
Income (loss) for the period
|
-49,397
|
-53,227
|
4.03
|
Comprehensive income (loss) for the period
|
-49,397
|
-53,227
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INDIVIDUAL FINANCIAL STATEMENTS
- CASH FLOWS - INDIRECT METHOD - (in thousands of Brazilian Reais)
|
CODE
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DESCRIPTION
|
YEAR TO DATE 01/01/2017 to
03/31/2017
|
YEAR TO DATE FROM
PREVIOUS YEAR 01/01/2016 to 03/31/2016
|
6.01
|
Net cash from operating activities
|
28,280
|
-8,183
|
6.01.01
|
Cash generated in the operations
|
-54,083
|
-15,987
|
6.01.01.01
|
Income (loss) before income and social contribution taxes
|
-49,397
|
-55,793
|
6.01.01.02
|
Income
from equity method investments
|
55,371
|
-5,283
|
6.01.01.03
|
Stock options expenses
|
2,128
|
1,891
|
6.01.01.04
|
Unrealized interest and finance charges, net
|
21,470
|
21,327
|
6.01.01.05
|
Financial instruments
|
-806
|
-10,184
|
6.01.01.06
|
Depreciation and amortization
|
8,489
|
8,072
|
6.01.01.07
|
Provision for legal claims
|
16,649
|
15,169
|
6.01.01.08
|
Provision for profit sharing
|
4,237
|
6,250
|
6.01.01.09
|
Warranty provision
|
-1,601
|
-4,102
|
6.01.01.10
|
Write-off of property and equipment, net
|
-
|
99
|
6.01.01.11
|
Allowance for doubtful accounts
|
4,141
|
6,572
|
6.01.01.12
|
Provision for realization of non-financial assets - properties
for
Sale
|
-7,044
|
-
|
6.01.01.14
|
Provision for penalties due to delay in construction works
|
-
|
-5
|
6.01.01.15
|
Provision for impairment losses on disposal group held for sale
|
-215,440
|
-
|
6.01.01.16
|
Payable for sale of shares
|
107,720
|
-
|
6.01.02
|
Variation in assets and liabilities
|
82,363
|
7,804
|
6.01.02.01
|
Trade accounts receivable
|
47,458
|
51,252
|
6.01.02.02
|
Properties for sale
|
45,445
|
-24,667
|
6.01.02.03
|
Other accounts receivable
|
7,581
|
-10,039
|
6.01.02.04
|
Prepaid expenses
|
-3,473
|
511
|
6.01.02.05
|
Obligations for purchase of properties and adv. from customers
|
-2,213
|
-26,846
|
6.01.02.06
|
Taxes and contributions
|
-666
|
-915
|
6.01.02.07
|
Suppliers
|
-4,844
|
8,061
|
6.01.02.08
|
Salaries and payable charges
|
-291
|
2,129
|
6.01.02.09
|
Transactions with related parties
|
1,478
|
36,194
|
6.01.02.10
|
Other obligations
|
-8,112
|
-25,648
|
6.01.02.11
|
Income tax and social contribution payable
|
-
|
-2,228
|
6.02
|
Net cash from investing activities
|
-4,933
|
8,439
|
6.02.01
|
Purchase of property and equipment and intangible assets
|
-3,115
|
-5,177
|
6.02.02
|
Increase in investments
|
-77
|
-2,094
|
6.02.03
|
Redemption of short-term investments
|
159,878
|
186,244
|
6.02.04
|
Purchase of short-term investments
|
-161,619
|
-170,534
|
6.03
|
Net cash from financing activities
|
-36,427
|
-17,699
|
6.03.02
|
Increase in loans, financing and debentures
|
52,592
|
73,284
|
6.03.03
|
Payment of loans, financing and debentures
|
-115,043
|
-108,699
|
6.03.04
|
Assignment of receivables
|
21,379
|
24,176
|
6.03.06
|
Loan transactions with related parties
|
4,334
|
-6,460
|
6.03.08
|
Disposal
of treasury shares
|
311
|
-
|
6.05
|
Net increase (decrease) of cash and cash equivalents
|
-13,080
|
-17,443
|
6.05.01
|
Cash and cash equivalents at the beginning of the period
|
19,811
|
44,044
|
6.05.02
|
Cash and cash equivalents at the end of the period
|
6,731
|
26,601
|
INDIVIDUAL STATEMENT OF CHANGES
IN EQUITY FROM 01/01/2017 TO 03/31/2017 (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
|
49,424
|
-
|
-861,761
|
-
|
1,928,325
|
5.03
|
Opening adjusted balance
|
2,740,662
|
49,424
|
-
|
-861,761
|
-
|
1,928,325
|
5.04
|
Capital transactions with shareholders
|
-219,510
|
1,359
|
-
|
-107,720
|
-
|
-325,871
|
5.04.03
|
Stock
option plan
|
-
|
1,051
|
-
|
-
|
-
|
1,051
|
5.04.05
|
Treasury
shares sold
|
-
|
308
|
-
|
-
|
-
|
308
|
5.04.08
|
Capital
reduction
|
-219,510
|
-
|
-
|
-107,720
|
-
|
-327,230
|
5.05
|
Total of comprehensive income (loss)
|
-
|
-
|
-
|
-49,397
|
-
|
-49,397
|
5.05.01
|
Net income (loss) for the period
|
-
|
-
|
-
|
-49,397
|
-
|
-49,397
|
5.07
|
Closing balance
|
2,521,152
|
50,783
|
-
|
-1,018,878
|
-
|
1,553,057
|
INDIVIDUAL STATEMENT OF CHANGES
IN EQUITY FROM 01/01/2016 TO 03/31/2016 (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
|
50,854
|
303,975
|
-
|
-
|
3,095,491
|
5.03
|
Opening adjusted balance
|
2,740,662
|
50,854
|
303,975
|
-
|
-
|
3,095,491
|
5.04
|
Capital transactions with shareholders
|
-
|
1,407
|
-
|
-
|
-
|
1,407
|
5.04.03
|
Stock
option plan
|
-
|
1,407
|
-
|
-
|
-
|
1,407
|
5.05
|
Total of comprehensive income (loss)
|
-
|
-
|
-
|
-53,227
|
-
|
-53,227
|
5.05.01
|
Net income (loss) for the period
|
-
|
-
|
-
|
-53,227
|
-
|
-53,227
|
5.07
|
Closing balance
|
2,740,662
|
52,261
|
303,975
|
-53,227
|
-
|
3,043,671
|
INDIVIDUAL STATEMENT OF VALUE
ADDED (in thousands of Brazilian Reais)
|
CODE
|
DESCRIPTION
|
YEAR TO DATE 01/01/2017 to
03/31/2017
|
YEAR TO DATE FROM
PREVIOUS YEAR 01/01/2016 to 03/31/2016
|
7.01
|
Revenues
|
113,542
|
138,013
|
7.01.01
|
Real
estate development, sales and services
|
117,683
|
144,585
|
7.01.04
|
Allowance
for doubtful accounts
|
-4,141
|
-6,572
|
7.02
|
Inputs
acquired from third parties
|
-107,552
|
-112,847
|
7.02.01
|
Cost
of Sales and/or Services
|
-84,585
|
-98,818
|
7.02.02
|
Materials,
energy, outsourced labor and other
|
-22,967
|
-18,823
|
7.02.03
|
Loss
/ Recovery of Assets
|
-
|
4,794
|
7.03
|
Gross
value added
|
5,990
|
25,166
|
7.04
|
Retentions
|
-8,489
|
-8,072
|
7.04.01
|
Depreciation
and amortization
|
-8,489
|
-8,072
|
7.05
|
Net
value added produced by the Company
|
-2,499
|
17,094
|
7.06
|
Added
value received on transfer
|
-48,942
|
18,956
|
7.06.01
|
Income
from equity method investments
|
-55,371
|
5,283
|
7.06.02
|
Financial
income
|
6,429
|
13,673
|
7.07
|
Value
added total to be distributed
|
-51,441
|
36,050
|
7.08
|
Value
added distribution
|
-51,441
|
36,050
|
7.08.01
|
Personnel
and payroll charges
|
25,952
|
29,358
|
7.08.01.01
|
Direct
remuneration
|
25,952
|
29,358
|
7.08.02
|
Taxes
and contributions
|
13,888
|
18,080
|
7.08.02.01
|
Federal
|
13,888
|
18,080
|
7.08.03
|
Compensation
– Interest
|
65,836
|
41,839
|
7.08.03.01
|
Interest
|
64,911
|
39,695
|
7.08.03.02
|
Rent
|
925
|
2,144
|
7.08.04
|
Compensation
– Company capital
|
-157,117
|
-53,227
|
7.08.04.03
|
Net
income (Retained losses)
|
-157,117
|
-53,227
|
CONSOLIDATED FINANCIAL
STATEMENTS - BALANCE SHEET - ASSETS (in thousands of Brazilian Reais)
|
CODE
|
DESCRIPTION
|
ACTUAL QUARTER 03/31/2017
|
PRIOR YEAR 12/31/2016
|
1
|
Total Assets
|
5,206,751
|
5,210,089
|
1.01
|
Current Assets
|
3,460,194
|
3,400,200
|
1.01.01
|
Cash and cash equivalents
|
23,814
|
29,534
|
1.01.01.01
|
Cash and banks
|
23,814
|
29,534
|
1.01.02
|
Short-term investments
|
213,120
|
223,646
|
1.01.02.01
|
Fair value of short-term investments
|
213,120
|
223,646
|
1.01.02.01.02
|
Short-term investments avaliable for sale
|
213,120
|
223,646
|
1.01.03
|
Accounts receivable
|
665,071
|
722,640
|
1.01.03.01
|
Trade accounts receivable
|
665,071
|
722,640
|
1.01.03.01.01
|
Receivables from clients of developments
|
644,873
|
701,906
|
1.01.03.01.02
|
Receivables from clients of construction and services rendered
|
20,198
|
20,734
|
1.01.04
|
Inventories
|
1,058,742
|
1,122,724
|
1.01.07
|
Prepaid expenses
|
6,839
|
2,548
|
1.01.07.01
|
Prepaid
expenses and others
|
6,839
|
2,548
|
1.01.08
|
Other current assets
|
1,492,608
|
1,299,108
|
1.01.08.01
|
Non
current assets for sale
|
3,270
|
3,306
|
1.01.08.02
|
Assets
from discontinued operations
|
1,412,682
|
1,189,011
|
1.01.08.02.01
|
Disposal group held for sale
|
1,412,682
|
1,189,011
|
1.01.08.03
|
Others
|
76,656
|
106,791
|
1.01.08.03.01
|
Other assets
|
36,934
|
49,336
|
1.01.08.03.02
|
Receivables from related parties
|
38,211
|
57,455
|
1.01.08.03.03
|
Derivative financial instruments
|
1,511
|
-
|
1.02
|
Non current assets
|
1,746,557
|
1,809,889
|
1.02.01
|
Non current assets
|
934,592
|
957,773
|
1.02.01.03
|
Accounts receivable
|
241,563
|
271,322
|
1.02.01.03.01
|
Receivables from clients of developments
|
241,563
|
271,322
|
1.02.01.04
|
Inventories
|
599,046
|
592,975
|
1.02.01.09
|
Others non current assets
|
93,983
|
93,476
|
1.02.01.09.03
|
Other assets
|
71,180
|
58,917
|
1.02.01.09.04
|
Receivables from related parties
|
22,227
|
25,529
|
1.02.01.09.05
|
Derivative financial instruments
|
576
|
9,030
|
1.02.02
|
Investments
|
764,852
|
799,911
|
1.02.02.01
|
Interest in associates and affiliates
|
764,852
|
799,911
|
1.02.03
|
Property and equipment
|
22,136
|
23,977
|
1.02.03.01
|
Operation property and equipment
|
22,136
|
23,977
|
1.02.04
|
Intangible assets
|
24,977
|
28,228
|
1.02.04.01
|
Intangible assets
|
24,977
|
28,228
|
CONSOLIDATED FINANCIAL
STATEMENTS - BALANCE SHEET - LIABILITIES AND EQUITY (in thousands of
Brazilian Reais)
|
CODE
|
DESCRIPTION
|
ACTUAL QUARTER 03/31/2017
|
PRIOR YEAR 12/31/2016
|
2
|
Total Liabilities
|
5,206,751
|
5,210,089
|
2.01
|
Current liabilities
|
2,675,841
|
2,275,550
|
2.01.01
|
Social and labor obligations
|
33,414
|
28,880
|
2.01.01.02
|
Labor obligations
|
33,414
|
28,880
|
2.01.01.02.01
|
Salaries, payroll charges and profit sharing
|
33,414
|
28,880
|
2.01.02
|
Suppliers
|
68,788
|
79,120
|
2.01.03
|
Tax obligations
|
47,132
|
51,842
|
2.01.03.01
|
Federal tax obligations
|
47,132
|
51,842
|
2.01.04
|
Loans and financing
|
985,469
|
983,934
|
2.01.04.01
|
Loans and financing
|
650,152
|
669,795
|
2.01.04.01.01
|
In Local Currency
|
650,152
|
669,795
|
2.01.04.02
|
Debentures
|
335,317
|
314,139
|
2.01.05
|
Other obligations
|
806,183
|
400,908
|
2.01.05.01
|
Payables
to related parties
|
62,117
|
85,611
|
2.01.05.02
|
Others
|
744,066
|
315,297
|
2.01.05.02.04
|
Obligations for purchase of properties and advances from
customers
|
194,283
|
205,388
|
2.01.05.02.06
|
Other payables
|
76,307
|
69,921
|
2.01.05.02.07
|
Obligations
assumed on the assignment of receivables
|
38,526
|
34,698
|
2.01.05.02.08
|
Derivative
financial instruments
|
-
|
5,290
|
2.01.05.02.09
|
Distribution of non-cash assets to owners
|
327,230
|
-
|
2.01.05.02.10
|
Payable for sale of shares
|
107,720
|
-
|
2.01.06
|
Provisions
|
81,651
|
79,054
|
2.01.06.01
|
Tax, labor and civel lawsuits
|
81,651
|
79,054
|
2.01.06.01.01
|
Tax lawsuits
|
1,002
|
1,369
|
2.01.06.01.02
|
Labor lawsuits
|
19,976
|
23,818
|
2.01.06.01.04
|
Civel lawsuits
|
60,673
|
53,867
|
2.01.07
|
Liabilities related to assets from discontinued operations
|
653,204
|
651,812
|
2.01.07.01
|
Liabilities on Non-current Assets for Sale
|
653,204
|
651,812
|
2.01.07.01.01
|
Liabilities directly associated with disposal group held for
sale
|
653,204
|
651,812
|
2.02
|
Non current liabilities
|
968,769
|
1,004,086
|
2.02.01
|
Loans and financing
|
601,844
|
653,634
|
2.02.01.01
|
Loans and financing
|
485,474
|
516,505
|
2.02.01.01.01
|
In local currency
|
485,474
|
516,505
|
2.02.01.02
|
Debentures
|
116,370
|
137,129
|
2.02.02
|
Other obligations
|
181,800
|
166,143
|
2.02.02.02
|
Others
|
181,800
|
166,143
|
2.02.02.02.03
|
Obligations for purchase of properties and advances from
customers
|
93,892
|
90,309
|
2.02.02.02.04
|
Other payables
|
13,526
|
11,502
|
2.02.02.02.06
|
Obligations
assumed on the assignment of receivables
|
74,382
|
64,332
|
2.02.03
|
Deferred
taxes
|
100,405
|
100,405
|
2.02.03.01
|
Deferred
income tax and social contribution
|
100,405
|
100,405
|
2.02.04
|
Provisions
|
84,720
|
83,904
|
2.02.04.01
|
Tax, labor and civel lawsuits
|
84,720
|
83,904
|
2.02.04.01.01
|
Tax lawsuits
|
2,110
|
1,755
|
2.02.04.01.02
|
Labor lawsuits
|
43,128
|
37,837
|
2.02.04.01.04
|
Civel lawsuits
|
39,482
|
44,312
|
2.03
|
Equity
|
1,562,141
|
1,930,453
|
2.03.01
|
Capital
|
2,521,152
|
2,740,662
|
2.03.01.01
|
Capital
|
2,521,152
|
2,740,662
|
2.03.02
|
Capital Reserves
|
50,783
|
49,424
|
2.03.02.04
|
Granted options
|
154,216
|
153,165
|
2.03.02.05
|
Treasury
shares
|
-32,216
|
-32,524
|
2.03.02.07
|
Reserve for expenditures with public offering
|
-71,217
|
-71,217
|
2.03.05
|
Retained earnings/accumulated losses
|
-1,018,878
|
-861,761
|
2.03.09
|
Non-controlling interest
|
9,084
|
2,128
|
CONSOLIDATED FINANCIAL
STATEMENTS - INCOME - (in thousands of Brazilian Reais)
|
CODE
|
DESCRIPTION
|
YEAR TO DATE 01/01/2017 to
03/31/2017
|
YEAR TO DATE FROM
PREVIOUS YEAR 01/01/2016 to 03/31/2016
|
3.01
|
Gross
Sales and/or Services
|
136,539
|
170,982
|
3.01.01
|
Revenue from real estate development
|
147,521
|
182,866
|
3.01.03
|
Taxes
on real estate sales and services
|
-10,982
|
-11,884
|
3.02
|
Cost of sales and/or services
|
-153,706
|
-167,526
|
3.02.01
|
Cost of real estate development
|
-153,706
|
-167,526
|
3.03
|
Gross profit
|
-17,167
|
3,456
|
3.04
|
Operating expenses/income
|
-109,994
|
-54,639
|
3.04.01
|
Selling expenses
|
-19,056
|
-16,746
|
3.04.02
|
General and administrative expenses
|
-27,369
|
-27,002
|
3.04.05
|
Other operating expenses
|
-28,410
|
-24,086
|
3.04.05.01
|
Depreciation and amortization
|
-8,708
|
-9,508
|
3.04.05.02
|
Other operating expenses
|
-19,702
|
-14,578
|
3.04.06
|
Income
from equity method investments
|
-35,159
|
13,195
|
3.05
|
Income (loss) before financial results and income taxes
|
-127,161
|
-51,183
|
3.06
|
Financial
|
-28,560
|
-1,108
|
3.06.01
|
Financial income
|
7,870
|
26,806
|
3.06.02
|
Financial expenses
|
-36,430
|
-27,914
|
3.07
|
Income before income taxes
|
-155,721
|
-52,291
|
3.08
|
Income
and social contribution taxes
|
-1,346
|
-5,990
|
3.08.01
|
Current
|
-1,346
|
-6,954
|
3.08.02
|
Deferred
|
-
|
964
|
3.09
|
Income
(loss) from continuing operation
|
-157,067
|
-58,281
|
3.10
|
Income (loss) from descontinued operation
|
107,720
|
5,930
|
3.10.01
|
Net income (loss) from discontinued operations
|
107,720
|
5,930
|
3.11
|
Income
(loss) for the period
|
-49,347
|
-52,351
|
3.11.01
|
Income
(loss) attributable to the Company
|
-49,397
|
-53,227
|
3.11.02
|
Net
income attributable to non-controlling interests
|
50
|
876
|
3.99
|
Earnings
per Share – (Reais / Share)
|
-
|
-
|
3.99.01
|
Basic
Earnings per Share
|
-
|
-
|
3.99.01.01
|
ON
|
-1.84110
|
-1.95720
|
3.99.02
|
Diluted
Earnings per Share
|
-
|
-
|
3.99.02.01
|
ON
|
-1.84110
|
-1.95720
|
CONSOLIDATED FINANCIAL
STATEMENTS - COMPREHENSIVE INCOME (LOSS) - (in thousands of Brazilian Reais)
|
|
|
|
|
CODE
|
DESCRIPTION
|
YEAR TO DATE 01/01/2017 to
03/31/2017
|
YEAR TO DATE FROM
PREVIOUS YEAR 01/01/2016 to 03/31/2016
|
4.01
|
Consolidated Income (loss) for the period
|
-49,347
|
-52,351
|
4.03
|
Consolidated comprehensive income (loss) for the period
|
-49,347
|
-52,351
|
4.03.01
|
Income
(loss) attributable to the Company
|
-49,397
|
-53,227
|
4.03.02
|
Net income attributable to the noncontrolling interests
|
50
|
876
|
CONSOLIDATED FINANCIAL
STATEMENTS - CASH FLOWS - INDIRECT METHOD - (in thousands of Brazilian
Reais)
|
CODE
|
DESCRIPTION
|
YEAR TO DATE 01/01/2017 to
03/31/2017
|
YEAR TO DATE FROM
PREVIOUS YEAR 01/01/2016 to 03/31/2016
|
6.01
|
Net cash from operating activities
|
69,998
|
41,952
|
6.01.01
|
Cash generated in the operations
|
-68,302
|
-1,897
|
6.01.01.01
|
Income (loss) before income and social contribution taxes
|
-48,001
|
-40,670
|
6.01.01.02
|
Stock options expenses
|
2,128
|
1,891
|
6.01.01.03
|
Unrealized interest and finance charges, net
|
25,761
|
25,047
|
6.01.01.04
|
Depreciation and amortization
|
8,708
|
9,508
|
6.01.01.05
|
Write-off of property and equipment, net
|
-
|
1,182
|
6.01.01.06
|
Provision for legal claims
|
16,736
|
15,804
|
6.01.01.07
|
Warranty provision
|
-1,601
|
-4,102
|
6.01.01.08
|
Provision for profit sharing
|
4,237
|
6,250
|
6.01.01.09
|
Allowance for doubtful accounts
|
4,141
|
6,572
|
6.01.01.10
|
Provision for realization of non-financial assets - properties
for sale
|
-7,044
|
-
|
6.01.01.12
|
Financial instruments
|
-806
|
-10,184
|
6.01.01.13
|
Income from equity methods investments
|
35,159
|
-13,195
|
6.01.01.16
|
Provision for impairment losses in disposal group held for sale
|
-215,440
|
-
|
6.01.01.17
|
Payable for sale of shares
|
107,720
|
-
|
6.01.02
|
Variation in assets and liabilities
|
104,845
|
-1,721
|
6.01.02.01
|
Trade accounts receivable
|
75,552
|
83,617
|
6.01.02.02
|
Properties for sale
|
64,955
|
-44,651
|
6.01.02.03
|
Other accounts receivable
|
6,386
|
-5,606
|
6.01.02.04
|
Transactions with related parties
|
-5,573
|
8,208
|
6.01.02.05
|
Prepaid expenses
|
-4,291
|
432
|
6.01.02.06
|
Suppliers
|
-9,874
|
6,772
|
6.01.02.07
|
Obligations for purchase of properties and adv. from customers
|
-7,522
|
-24,626
|
6.01.02.08
|
Taxes and contributions
|
-4,710
|
-2,385
|
6.01.02.09
|
Salaries and payable charges
|
297
|
1,918
|
6.01.02.10
|
Other obligations
|
-9,029
|
-19,409
|
6.01.02.11
|
Income tax and social contribution paid
|
-1,346
|
-5,991
|
6.01.03
|
Other
|
33,455
|
45,570
|
6.01.03.01
|
Net cash from operating activities related to disposal group
held for sale
|
33,455
|
45,570
|
6.02
|
Net cash from investing activities
|
-44,211
|
-29,606
|
6.02.01
|
Purchase of property and equipment and intangible assets
|
-3,616
|
-6,435
|
6.02.02
|
Redemption of short-term investments
|
216,017
|
303,142
|
6.02.03
|
Purchase of short-term investments
|
-205,491
|
-302,099
|
6.02.04
|
Investments
|
-77
|
-1,451
|
6.02.05
|
Dividends received
|
-
|
-1,000
|
6.02.06
|
Net cash from investing activities related to disposal group
held for sale
|
-51,044
|
-21,763
|
6.03
|
Net cash from financing activities
|
-14,406
|
48,731
|
6.03.02
|
Increase in loans, financing and debentures
|
75,595
|
120,462
|
6.03.03
|
Payment of loans and financing
|
-151,611
|
-140,323
|
6.03.06
|
Payables to venture partners
|
761
|
1,587
|
6.03.07
|
Loan transactions with related parties
|
4,335
|
-6,460
|
6.03.08
|
Assignment of receivables
|
21,513
|
27,974
|
6.03.09
|
Disposal
of treasury shares
|
311
|
-
|
6.03.11
|
Net cash from financing activities related to
disposal group held for sale
|
34,690
|
45,491
|
6.04
|
Foreign Exchange Gains and Losses on Cash and Cash Equivalents
|
-17,101
|
-
|
6.05
|
Net increase (decrease) of cash and cash equivalents
|
-5,720
|
61,077
|
6.05.01
|
Cash and cash equivalents at the beginning of the period
|
29,534
|
82,640
|
6.05.02
|
Cash and cash equivalents at the end of the period
|
23,814
|
143,717
|
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY FROM 01/01/2017 TO 03/31/2017 (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
|
49,424
|
-
|
-861,761
|
-
|
1,928,325
|
2,128
|
1,930,453
|
5.03
|
Opening
adjusted balance
|
2,740,662
|
49,424
|
-
|
-861,761
|
-
|
1,928,325
|
2,128
|
1,930,453
|
5.04
|
Capital
transactions with shareholders
|
-219,510
|
1,359
|
-
|
-107,720
|
-
|
-325,871
|
-
|
-325,871
|
5.04.03
|
Stock
option plan
|
-
|
1,051
|
-
|
-
|
-
|
1,051
|
-
|
1,051
|
5.04.05
|
Treasury
shares sold
|
-
|
308
|
-
|
-
|
-
|
308
|
-
|
308
|
5.04.08
|
Capital
reduction
|
-219,510
|
-
|
-
|
-107,720
|
-
|
-327,230
|
-
|
-327,230
|
5.05
|
Total of comprehensive income (loss)
|
-
|
-
|
-
|
-49,397
|
-
|
-49,397
|
50
|
-49,347
|
5.05.01
|
Net income (loss) for the period
|
-
|
-
|
-
|
-49,397
|
-
|
-49,397
|
50
|
-49,347
|
5.06
|
Reserves
|
-
|
-
|
-
|
-
|
-
|
-
|
6,906
|
6,906
|
5.06.01
|
Constitution of reserves
|
-
|
-
|
-
|
-
|
-
|
-
|
6,906
|
6,906
|
5.07
|
Closing balance
|
2,521,152
|
50,783
|
-
|
-1,018,878
|
-
|
1,553,057
|
9,084
|
1,562,141
|
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY FROM 01/01/2016 TO 03/31/2016 (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
|
50,854
|
303,975
|
-
|
-
|
3,095,491
|
1,745
|
3,097,236
|
5.03
|
Opening
adjusted balance
|
2,740,662
|
50,854
|
303,975
|
-
|
-
|
3,095,491
|
1,745
|
3,097,236
|
5.04
|
Capital
transactions with shareholders
|
-
|
1,407
|
-
|
-
|
-
|
1,407
|
-8
|
1,399
|
5.04.03
|
Stock
option plan
|
-
|
1,407
|
-
|
-
|
-
|
1,407
|
-
|
1,407
|
5.04.08
|
Treasury
shares cancelled
|
-
|
-
|
-
|
-
|
-
|
-
|
-8
|
-8
|
5.05
|
Total
of comprehensive income (loss)
|
-
|
-
|
-
|
-53,227
|
-
|
-53,227
|
876
|
-52,351
|
5.05.01
|
Net
income (loss) for the period
|
-
|
-
|
-
|
-53,227
|
-
|
-53,227
|
876
|
-52,351
|
5.07
|
Closing
balance
|
2,740,662
|
52,261
|
303,975
|
-53,227
|
-
|
3,043,671
|
2,613
|
3,046,284
|
CONSOLIDATED STATEMENT OF VALUE
ADDED (in thousands of Brazilian Reais)
|
CODE
|
DESCRIPTION
|
YEAR TO DATE 01/01/2017 to
03/31/2017
|
YEAR TO DATE FROM
PREVIOUS YEAR 01/01/2016 to 03/31/2016
|
7.01
|
Revenues
|
147,521
|
182,866
|
7.01.01
|
Real
estate development, sales and services
|
151,662
|
189,438
|
7.01.04
|
Allowance
for doubtful accounts
|
-4,141
|
-6,572
|
7.02
|
Inputs
acquired from third parties
|
-147,210
|
-150,092
|
7.02.01
|
Cost
of Sales and/or Services
|
-115,731
|
-135,002
|
7.02.02
|
Materials,
energy, outsourced labor and other
|
-31,479
|
-21,020
|
7.02.03
|
Loss
/ Recovery of Assets
|
-
|
5,930
|
7.03
|
Gross
value added
|
311
|
32,774
|
7.04
|
Retentions
|
-8,708
|
-9,508
|
7.04.01
|
Depreciation
and amortization
|
-8,708
|
-9,508
|
7.05
|
Net
value added produced by the Company
|
-8,397
|
23,266
|
7.06
|
Value
added received on transfer
|
-27,289
|
29,816
|
7.06.01
|
Income
from equity method investments
|
-35,159
|
13,194
|
7.06.02
|
Financial
income
|
7,870
|
16,622
|
7.07
|
Total
value added to be distributed
|
-35,686
|
53,082
|
7.08
|
Value
added distribution
|
-35,686
|
53,082
|
7.08.01
|
Personnel
and payroll charges
|
28,209
|
30,866
|
7.08.01.01
|
Direct
remuneration
|
28,209
|
30,866
|
7.08.02
|
Taxes
and contributions
|
17,203
|
23,046
|
7.08.02.01
|
Federal
|
17,203
|
23,046
|
7.08.03
|
Compensation
– Interest
|
76,019
|
52,397
|
7.08.03.01
|
Interest
|
74,405
|
50,253
|
7.08.03.02
|
Rent
|
1,614
|
2,144
|
7.08.04
|
Compensation
– Company capital
|
-157,117
|
-53,227
|
7.08.04.03
|
Net
income (Retained losses)
|
-157,117
|
-53,227
|
FOR IMMEDIATE RELEASE - São Paulo, May 09, 2017 – Gafisa S.A. (Bovespa: GFSA3; NYSE: GFA), one of Brazil’s leading homebuilders, today reported financial results for the quarter ended March 31, 2017.
GAFISA REPORTS RESULTS FOR
1Q17
|
|
MANAGEMENT COMMENTS AND HIGHLIGHTS
The first quarter of 2017 concludes the separation of the
Gafisa and Tenda business units and marks a new cycle of growth for Gafisa as a streamlined, premier homebuilder. The Company is focused on growth opportunities and its operations remain underpinned by a solid business platform.
2017 market conditions remain impacted by the economic recession in Brazil. The combination of political uncertainty since 2015 and an economic slowdown continue to significantly impact the Brazilian real estate market.
Accordingly, in the first quarter we took a conservative approach to development and focused our efforts on inventory reduction.
Despite having projects approved and awaiting launch, we decided not to initiate new real estate developments given the macroeconomic environment
.
In spite of an unstable political and economic scenario, in 1Q17 the Company achieved improved operational performance versus the same period last year. In addition to higher year-over-year sales, with net sales increasing 75.6% to R$117.4 million, a subsequent quarterly highlight was the reduction in the volume of dissolutions by nearly 30.6%.
In keeping with improved operational performance compared to 2016, the volume of dissolutions decreased year-over-year to R$118.2 million in 1Q17 versus R$170.3 million in 1Q16. Dissolutions totaled R$100.0 million in 4Q16. While the level of dissolutions improved in recent quarters, they continue to be impacted by current market conditions and the solid volume of projects delivered during the past 21 months.
Improvement in the level of dissolutions remains slow, limited by the broader environment of economic recession in Brazil. In 1Q17, three projects were delivered comprising 610 units, or R$265.1 million in PSV.
Following the solid performance of projects launched at
the end of 2016, Gafisa commenced 2017 focused on the sale of remaining units. As a result, 68.9% of 1Q17 gross sales comprised products launched prior to 2015. Due to the higher volume of dissolutions relating to legacy projects, net sales remain concentrated in more recent projects, thus impacting the segment’s revenue. Accordingly in 1Q17, and given the absence of new projects, Gafisa’s SoS reached 6.7%.
|
The Company’s SoS continue to improve over the past year, and were 34.5% higher year-on-year in 1Q17, underscoring the turnaround in Gafisa’s operations and the expectation of improved financial results in the medium term.
Cash management has remained a key area of focus in recent quarters. In 1Q17, the volume of transfers reached R$101.8 million, despite the low volume of deliveries, reflecting appropriate controls and operating efficiencies at Gafisa. Even with current credit restrictions, Gafisa has maintained an efficient transfer process, contributing to 1Q17 cash generation.
Given this transfer performance and conservative cash management strategy, operating cash generation totaled
R$95.5 million, contributing to solid cash generation in the first quarter of 2017.
Despite initial signs of stability in the market and the Company’s improved operating performance in the period, it will take time for better operating performance to be reflected in financial results, which remain pressured by inventory sales, the overall level of dissolutions and the impact of the economic recession on product pricing
.
The expectation of improved political and economic conditions over the coming quarters, combined with an anticipated upturn in the middle and upper income segments, should allow for a gradual recovery in the Company’s financial results
, particularly in the second half of 2017.
In view of these factors, we plan to maintain a conservative approach in 2017, keeping our focus on inventory reduction and seeking to balance the placement of new products in the market, prioritizing those with higher liquidity to achieve an appropriate level of sales and profitability
.
Given the volume of dissolutions related to legacy projects, net sales remained concentrated in more recent projects. In addition, slower building progress impacted the segment’s revenues. Net sales decreased 48% to R$136.5 million in 1Q17 from 4Q16 and were down 20% year-over-year.
Gafisa remains focused on the optimization of its cost and expense structure. Accordingly, selling, general and administrative expenses decreased 29.4% compared to 4Q16. The Company is committed to keeping its expense structure in line with the current market scenario, and is confident the recent redesign of its operating structure will accommodate a new cycle of market growth with greater efficiency and speed.
As a result of the factors mentioned above, Gafisa is reporting a net loss of R$126.1 million, versus a net loss of R$64.1 million in 1Q16, excluding Alphaville equity income and the impact of Tenda transaction.
In 1Q17, given the deconsolidation of Tenda, Gafisa’s Shareholders’ Equity was impacted on a non-cash basis, and the Net Debt/Shareholders’ Equity ratio reached 86.6%. It is worth mentioning that with the conclusion of Tenda’s operations, Gafisa received approximately R$219.5 million in new funds in the beginning of May, enabling the Company to reduce leverage and providing a greater liquidity cushion. In addition, the Company will receive an additional R$100.0 million to be included in cash until the end of 2019.
Conservative cash management is a key area of management focus, and given good operating cash generation in the period, net cash generation was positive at R$33.2 million in 1Q17. Management expects cash generation to continue to improve in 2017 amid a gradual improvement in operating performance and capital discipline.
The conclusion of Gafisa’s strategic repositioning reflects the completion of the final measures to separate the Tenda and Gafisa business units, resulting in a homebuilder with a more balanced and streamlined operating structure that will leverage its brand strength and reputation in the middle and upper income segments in São Paulo and Rio de Janeiro.
Based on a streamlined business model, solid operating platform and strong brand recognition, Gafisa is well positioned to capture an upswing in economic growth and conditions in the Brazilian real estate market. The environment still poses challenges, but we are confident that our strategic positioning and the experience of our team will strongly position us to capitalize on new business opportunities in the future.
We maintain a cautious approach in 2017. While we seek to balance the placement of new products in the market and remain focused on inventory sales
, Gafisa is also prepared to capitalize on an improvement in industry market conditions and a recovery in economic activity.
The Management
STANDARDIZED QUARTERLY FINANCIAL RESULTS FOR 1Q17
In accordance with the Material Fact issued December 14, 2016, informing on the signing of an agreement to sell up to 30% of shares issued by Tenda, and in line with CPC 31 - Non-Current Asset Held for Sale and Income from Discontinued Operation - the financial information presented in this report reflects the recording of Tenda as a discontinued operation. In the case of the Income Statement, the results for the quarter ended March 31, 2016 were also restated for comparability purposes and the result is presented in a single line (Discontinued Operation Result). With respect to the balance sheet, the information related to Tenda is presented in single lines, both under assets and liabilities.
FINANCIAL RESULTS
§
Operating cash generation totaled R$95.5 million in 1Q17, with net cash generation in the quarter of R$33.2 million.
-
Gafisa’s 1Q17 net revenue recognized by the “PoC” method was R$136.5 million, a decrease of 20.1% year-on-year and of 48.2% from the previous quarter.
-
Adjusted gross profit for 1Q17 was R$20.8 million compared to a gross profit of R$54.7 million in 4Q16 and R$36.0 million recorded in the past year. Based on the same criteria, adjusted gross margin reached 15.2%, compared to a negative margin in 4Q16 and 21.0% in 1Q16.
-
Adjusted EBITDA was negative R$47.3 million in 1Q17, up from negative R$160.2 million in 4Q16 and down from a positive result of R$12.2 million in 1Q16.
-
Net income, excluding Alphaville equity income and the effects of Tenda’s transaction, was negative R$126.1 million in 1Q17 compared to a net loss of R$134.1 million in 4Q16 and a net loss of R$64.1 million in 1Q16.
OPERATIONAL RESULTS
§
Consolidated sales over supply (SoS) reached 6.7% in 1Q17 compared to 16.8% in 4Q16 and 3.3% in 1Q16. On a trailing 12-month basis, Gafisa’s SoS was 34.5%.
§
Consolidated inventory at market value decreased 7.1% q-o-q to R$1.6 billion.
§
Net pre-sales totaled R$117.4 million in 1Q17, an increase of 75.6% from the R$66.8 million recorded in 1Q16.
§
Throughout the first quarter, the Company delivered 3 projects/phases, totaling 610 units, accounting for R$265.1 million in PSV.
RECENT EVENTS
CONCLUSION OF THE SEPARATION OF THE GAFISA AND TENDA UNITS
The Company started working on the separation of the Gafisa and Tenda business units in 2014. In 4Q16, Gafisa initiated Tenda’s secondary tender offer, which did not materialize due to the turbulent market environment, and instead culminated in the sale of up to 30% of Tenda’s shares to the private equity firm Jaguar Growth Asset Management, LLC, at the price of R$8.13 per share. As part of this agreement, Gafisa’s shareholders, through the exercise of their preemptive rights to acquire Tenda’s shares at the same price per share determined in the transaction, had the opportunity in March to acquire up to 50% of Tenda’s shares held thereby, including an additional 20% related to Jaguar's offer.
As part of the agreement with Jaguar, Gafisa, as Tenda’s shareholder, approved on December 14, 2016 a capital reduction of R$100.0 million, without cancelling the shares and refunding the total amount to Gafisa, payable until December 31, 2018 and the remaining balance until December 31, 2019, with possibility of anticipation due to the cash flow performance. Thus, the potential cash receipt for Gafisa from the transaction is R$319.6 million.
PREEMPTIVE RIGHTS
Last March, Gafisa offered its shareholders the preemptive right, at the proportion of their respective equity interest, to acquire up to 50% of the capital stock of Tenda for R$8.13 per share. All those registered as the Company’s shareholders as of March 16, 2017 were eligible to the Preemptive Right (after-hours trading).
With the sale of all preemptive rights, Gafisa incorporated a total of R$219.6 million in new funding available to the Company. Tenda shares related to the subscription of the preemptive right were delivered to shareholders on May 04, 2017, the date when they started trading at B3.
CAPITAL REDUCTION
At the Extraordinary Shareholders’ Meeting held on February 20, 2017, Gafisa’s shareholders approved Gafisa’s capital reduction, through which one Tenda common share was delivered to the Company’s shareholders for each Gafisa common share they held after the reverse split, excluding the treasury shares, which corresponded to 50% of Tenda's shares. It is worth mentioning that, pursuant to prevailing laws, the capital reduction observed the 60-day term for creditors disagreement, as of the date of the meeting. It is also worth noting that, pursuant to prevailing laws, after observing the 60-day term for creditors’ disagreement, the capital reduction was confirmed on April 24, and released via Notice to the Market. Thus, shareholders holding Gafisa shares in their custody on April 27, 2017 (after the close of the trading session), received the corresponding shares of Tenda, also on May 04, 2017.
OPERATING RESULTS
Launches and Pre-Sales
Gafisa commenced 2017 focused on the sale of inventory units. Accordingly, no new developments were started in the first quarter. Although several projects were approved and ready for launch, the Company chose to pursue a more conservative stance in view of current macroeconomic conditions and also due to the impact of seasonality in the period.
Table 1. Gafisa Launches and Sales (R$ thousand)
|
1Q17
|
4Q16
|
Q/Q (%)
|
1Q16
|
Y/Y (%)
|
Launches
|
-
|
299,417
|
-
|
80,104
|
-
|
Net Pre-Sales
|
117,398
|
355,771
|
-67%
|
66,842
|
76%
|
Sales over Supply (SoS)
|
6.7%
|
16.8%
|
-1,010 bps
|
3.3%
|
340 bps
|
Net Pre-Sales
Gross sales in the 1Q17 totaled R$235.6 million, with dissolutions reaching R$118.2 million, resulting in R$117.4 million of net pre-sales, up 75.6% compared to the prior year period.
In 1Q17, the Company concentrated its efforts on the sale of existing units. As a result, approximately 54% of net sales in the period were related to projects launched prior to the end of 2014, resulting in an improvement in the segment's inventory profile. Dissolutions, in turn, were concentrated in projects launched prior to 2013, which had higher work evolution, and accordingly, a greater impact on revenue recognition and margin structure.
In the quarter, Gafisa’s SoS reached 6.7%, compared to 3.3% in the year-ago period and 16.8% in 4Q16. Of the 245 Gafisa segment units cancelled and returned to inventory during the quarter, 46.9% or 115 units were resold during the same period.
Sales over Supply (SoS)
The Company’s SoS for the last twelve months reached 34.5% compared to 28.9% in 1Q16, as a result of the good sales performance in the second half of 2016. In the quarter, SoS doubled y-o-y, totaling 6.7% compared to 3.3% in 1Q16. SoS for the last 12 months continues to show consistent improvement, reaching 34.5% at the end of 1Q17, even without the benefit of launches in the quarter.
Dissolutions
The macroeconomic uncertainty and economic recession observed since 2015 have directly impacted consumer confidence and, accordingly, the level of dissolutions. Given this backdrop, the reduction in the level of dissolutions has been incremental. In addition, seasonality typical of the first quarter meant the volume of dissolutions in the 1Q17 reached R$118.2 million, the lowest level for a first quarter since 2014.
Total dissolutions in the quarter represent 245 Gafisa cancelled units, out of which 115 units, representing R$45.0 million (38%), were resold within the period.
Over the last three years, the Company has been working on initiatives to strengthen the credit review component of its sale process. In doing so, the Company intends to reduce the level of dissolutions throughout the construction and delivery cycle. A comprehensive credit review at the time of sale has generated a more efficient process of transferring Gafisa customers to financial institutions, even amid an unfavorable economic environment. For example, only 9.5% of those who asked for transfers in 1Q17 were rejected by the bank’s credit analysis (i.e. out of the 305 units asking for transfers, only 29 were not accepted).
Inventory (Property for Sale)
Gafisa is maintaining its focus on inventory reduction initiatives. Projects launched prior to the end of 2015 represented 45.5% of net sales in the period.
The market value of inventory decreased by 7.1% q-o-q and 13.3% y-o-y to R$1.6 billion. The reduction reflects the sale of units in the period, and price adjustments on some projects in inventory, in keeping with current market conditions.
Table 2 – Inventory at Market Value (R$ 000)
|
Inventories EoP 4Q16
|
Launches
|
Dissolutions
|
Gross Sales
|
Adjustments
1
|
Inventories EoP 1Q17
|
Q/Q(%)
|
São Paulo
|
1,368,639
|
-
|
98,550
|
(197,787)
|
4,316
|
1,273,718
|
-7.0%
|
Rio de Janeiro
|
344,603
|
-
|
16,112
|
(28,733)
|
(17,860)
|
314,122
|
-8.8%
|
Other Markets
|
46,919
|
-
|
3,551
|
(8,091)
|
6,049
|
48,428
|
3.2%
|
Total
|
1,760,161
|
-
|
118,213
|
(235,611)
|
(7,495)
|
1,635,268
|
-7.1%
|
¹
Adjustments reflect the updates related to the project scope, launch date and pricing update in the period.
In regards to Gafisa’s inventory, approximately 54% or R$880.7 billion is concentrated in projects to be delivered after 1Q18 and will not significantly increase the segment’s inventory of finished units in the short term. This component of inventory comprised R$588.4 million in 1Q17, or 36% of the total.
Commercial projects account for 57.9% of Gafisa’s total volume of finished projects. This reflects not only the high volume of commercial projects delivered during the last 24 months, but also low liquidity on these projects at present.
Inventory from projects launched outside core markets, which is comprised exclusively of finished units, represented R$46.9 million or 2.7% of total inventory, a decrease of 35.5% when compared to R$72.7 million in 1Q16. The Company estimates that through the beginning of 2018, it will have monetized a large portion of its inventory in non-core markets, based on the strong sales observed in these markets over the past few quarters.
Table 3 – Inventory at Market Value- Work Status - POC (R$ 000)
|
Not Initiated
|
Up to 30% built
|
30% a 70% built
|
More than 70% built
|
Finished Units
|
Total 4Q16
|
São Paulo
|
-
|
33,423
|
843,394
|
102,442
|
293,459
|
1,272,718
|
Rio de Janeiro
|
-
|
5,349
|
-
|
62,243
|
246,530
|
314,122
|
Other Markets
|
-
|
-
|
-
|
-
|
48,428
|
48,428
|
Total
|
-
|
38,772
|
843,394
|
164,685
|
588,417
|
1,635,268
|
1) Inventory at market value includes projects in partnership. This index is not comparable to the accounting inventory, due to the implementation of new accounting practices on behalf of CPCs 18, 19 and 36.
Inventory Delivery Schedule
Landbank
The Company’s landbank, with a PSV of R$4.8 billion, represents 38 potential projects/phases, and corresponds to nearly 10.9 thousand units. 62% of potential projects/phases are located in São Paulo and 38% are located in Rio de Janeiro. The largest portion of land acquired through swap agreements is located in Rio de Janeiro, bringing the total percentage of land acquired through swaps to 59%.
Table 4 - Landbank (R$ 000)
|
PSV (% Gafisa)
|
% Swap
Total
|
% Swap
Units
|
% Swap
Financial
|
Potential Units
(% Gafisa)
|
Potential
Units (100%)
|
São Paulo
|
3,019,766
|
48.8%
|
48.8%
|
0.0%
|
6,811
|
7,888
|
Rio de Janeiro
|
1,783,749
|
72.5%
|
72.5%
|
0.0%
|
2,535
|
3,021
|
Total
|
4,803,515
|
59.3%
|
59.3%
|
0.0%
|
9,346
|
10,909
|
1) The swap percentage is measured compared to historical cost of land acquisition.
2) Potential units are net of swaps and refer to the Gafisa’s and/or its partners’ stake in the project.
Table 5 - Changes in the Landbank (4Q16 x 1Q17 - R$ 000)
|
Initial Landbank
|
Land Acquisition
|
Launches
|
Dissolutions
|
Adjustments
|
Final Landbank
|
São Paulo
|
3,019,766
|
-
|
-
|
-
|
-
|
3,019,766
|
Rio de Janeiro
|
1,819,493
|
-
|
-
|
-
|
(35,744)
|
1,783,749
|
Total
|
4,839,259
|
-
|
-
|
-
|
(35,744)
|
4,803,515
|
|
|
|
|
|
|
|
|
In 1Q17, the Company did not acquire new landbank. The quarterly adjustments reflect updates related to project scope, expected launch date and other adjustments to landbank in the period.
Gafisa Vendas
Gafisa Vendas, the Company’s independent sales unit, with operations in São Paulo and Rio de Janeiro, accounted for 59% of gross sales in 1Q17. Gafisa Vendas currently has a team of 435 highly trained, dedicated consultants, in addition to an online sales force.
Delivered Projects
During 1Q17, 3 projects totaling 610 units were delivered, accounting for R$265.1 million in PSV. Currently, Gafisa has 17 projects under construction, all of which are on schedule according to the Company’s business plan.
Transfers
Over the past few years, the Company has been taking steps to improve the performance of its receivables/transfer process, in an attempt to achieve higher rates of return on invested capital. Currently, the Company’s strategy is to transfer 90% of eligible units in a 90-day period after the delivery of the project. In accordance with this policy, transfers totaled R$101.7 million in PSV in the first quarter.
Table 6 – Breakdown of Delivered Projects (R$000 and %)
|
1T17
|
4T16
|
T/T (%)
|
1T16
|
A/A (%)
|
PSV Transferred ¹
|
101,744
|
136,608
|
-26%
|
110,023
|
-8%
|
Delivered Projects
|
3
|
3
|
-
|
2
|
50%
|
Delivered Units
|
610
|
416
|
47%
|
191
|
219%
|
Delivered PSV²
|
265,058
|
292,376
|
-9%
|
104,842
|
153%
|
1) PSV refers to potential sales value of the units transferred to financial institutions.
2) PSV = Potential sales value of delivered units.
FINANCIAL RESULTS
Revenue
1Q17 net revenues totaled R$136.5 million, down 20.1% y-o-y and 48.2% q-o-q. 1Q17 revenues were impacted by the mix of net sales, with a higher concentration of sales from the most recent launches, and consequently lower revenue recognition, as well as a higher provision for dissolutions, reducing gross revenue by R$4.1 million.
In the quarter, 100% of revenues derived from projects located in Rio de Janeiro and São Paulo. The table below provides additional details.
Table 7 – Revenue Recognition (R$ 000)
|
1Q17
|
1Q16
|
Launches
|
Pre-Sales
|
%
Sales
|
Revenue
|
% Revenue
|
Pre-Sales
|
%
Sales
|
Revenue
|
%
Revenue
|
2016
|
21,280
|
18%
|
12,511
|
9%
|
8,187
|
12%
|
-
|
-
|
2015
|
33,268
|
28%
|
43,752
|
32%
|
48,099
|
72%
|
29,218
|
17%
|
2014
|
43,737
|
37%
|
58,999
|
43%
|
19,578
|
29%
|
70,682
|
41%
|
2013
|
14,002
|
12%
|
16,185
|
12%
|
27,252
|
41%
|
54,485
|
32%
|
≤ 2012
|
5,511
|
4%
|
5,092
|
4%
|
(36,274)
|
-54%
|
16,598
|
10%
|
Total
|
117,398
|
100%
|
136,538
|
100%
|
66,842
|
100%
|
170,982
|
100%
|
SP + RJ
|
112,858
|
96%
|
137,841
|
101%
|
59,240
|
89%
|
168,668
|
99%
|
Other Markets
|
4,540
|
4%
|
(1,302)
|
-1%
|
7,602
|
11%
|
2,314
|
1%
|
|
|
|
|
|
|
|
|
|
|
Gross Profit & Margin
Gafisa's adjusted gross income in 1Q17 was R$20.8 million, down from R$54.7 million in 4Q16 and from R$36.0 million in the previous year. In this first quarter, the main impacts on gross income were: (i) lower revenues due to the sales mix; (ii) volume of dissolutions, as a result of the economic environment; (iii) higher level of provision for dissolutions, with a net effect of R$4.1 million; and (iv) a still weak market environment, impacting pricing and sales volumes.
In addition to the factors mentioned before, gross margin in 1Q17 also reflects the accounting impact of increased financial costs in recently launched projects (2S16) which recorded good sales speed. In these projects, the suspensive clause - reflecting the accounting conventions which recognize financial costs in line with the percentage sold, and not in line with the work-in-progress evaluation according to the PoC method - was effective within the period.
Excluding these financial impacts, adjusted gross margin was 15.2% in the quarter, versus 20.7% in 4Q16 and 21.0% in the previous year.
Details of Gafisa's gross margin breakdown in 1Q17 are presented below.
Table 8 – Gross Margin (R$ 000)
|
1Q17
|
4Q16
|
Q/Q (%)
|
1Q16
|
Y/Y (%)
|
Net Revenue
|
136,539
|
263,817
|
-48%
|
170,982
|
-20%
|
Gross Profit
|
(17,167)
|
(144,018)
|
-88%
|
3,456
|
-597%
|
Gross Margin
|
-12.6%
|
-54.6%
|
4,200 bps
|
2.0%
|
-1,460 bps
|
(-) Financial Costs
|
37,975
|
38,792
|
-2%
|
32,523
|
17%
|
Adjusted Gross Profit¹
|
20,808
|
(105,228)
|
-120%
|
35,979
|
-42%
|
Adjusted Gross Margin¹
|
15.2%
|
-39.9%
|
-5,510 bps
|
21.0%
|
-580 bps
|
(-) Inventory and Landbank Adjustments²
|
-
|
159,931
|
-
|
-
|
-
|
Recurring Adjusted Gross Profit¹ ²
|
20,808
|
54,703
|
-62%
|
35,979
|
-42%
|
Recurring Adjusted Gross Margin¹ ²
|
15.2%
|
20.7%
|
-550 bps
|
21.0%
|
-580 bps
|
1) Adjusted by capitalized interests.
2) Pricing adjustments to inventory units, related to current market prices level and to historical cost update at market value in some lots of our landbank.
Selling, General and Administrative Expenses (SG&A)
SG&A expenses totaled R$46.4 million in 1Q17, down 29.4% q-o-q and up 6.1% q-o-q.
Selling expenses decreased 42.7% when compared to 4Q16 and increased 13.8% y-o-y, due to higher sales in the period and also current market conditions requiring higher sales and marketing investments to stimulate demand.
G&A expenses totaled R$27.4 million in the quarter, a 15.8% sequential reduction and stable compared to 1Q16.
It should be noted that over the last two quarters the Company has made an effort to adapt its personnel structure to the current market environment. Due to related severance costs, the full benefit of this adjustment will become apparent as of the second half of 2017.
The rightsizing of the SG&A structure reflects the Company's commitment to improved operational efficiency, allowing for an appropriate level of costs and expenses. The Company will continue to strive to maintain an efficient cost structure, and expects the recent redesign of its operational structure to better reflect the new cycle of market development.
Table 9 – SG&A Expenses (R$ 000)
|
1Q17
|
4Q16
|
Q/Q (%)
|
1Q16
|
Y/Y (%)
|
Selling Expenses
|
(19,056)
|
(33,254)
|
-43%
|
(16,746)
|
14%
|
G&A Expenses
|
(27,369)
|
(32,515)
|
-16%
|
(27,002)
|
1%
|
Total SG&A Expenses
|
(46,425)
|
(65,769)
|
-29%
|
(43,748)
|
6%
|
Launches
|
-
|
299,417
|
-
|
80,104
|
-
|
Net Pre-sales
|
117,398
|
355,771
|
-67%
|
66,842
|
76%
|
Net Revenue
|
136,539
|
263,817
|
-48%
|
170,982
|
-20%
|
Other Operating Revenues/Expenses reached R$19.7 million in 1Q17, compared with R$30.9 million in the previous quarter. The strong volume of deliveries over the past four years, reflecting the delivery of delayed projects in non-core regions, led to an increase in the level of contingencies.
The Company continues to be proactive in mitigating risks associated with potential contingencies. As a result, the Gafisa segment continues to concentrate its operations only in the metropolitan regions of São Paulo and Rio de Janeiro. This strategic geographic positioning, combined with improved internal processes, is expected to result in fewer future legal claims and a subsequent decrease in the amount of expenses related to contingencies in the following years. The table below contains more details on the breakdown of this expense.
Table 10 – Other Operating Revenues/Expenses (R$ 000)
|
1Q17
|
4Q16
|
Q/Q (%)
|
1Q16
|
Y/Y (%)
|
Litigation Expenses
|
(16,736)
|
(26,255)
|
-36%
|
(15,804)
|
6%
|
Other
|
(2,966)
|
(4,683)
|
-37%
|
1,228
|
-342%
|
Total
|
(19,702)
|
(30,938)
|
-36%
|
(14,576)
|
35%
|
Adjusted EBITDA
Adjusted EBITDA was negative R$47.3 million in the quarter, compared with negative EBITDA of R$160.2 million in 4Q16 and negative EBITDA of R$12.2 million 1Q16.Adjusted EBITDA in 1Q17 was mainly impacted by the following factors: (i) lower level of revenue due to the sales mix; and (ii) lower gross income in the quarter, as a result of the current market environment. It is worth noting that Gafisa's adjusted EBITDA does not consider the impact of the result from discontinued operations (Tenda) and the effect of Alphaville's equity income.
Table 11 - Adjusted EBITDA (R$ 000)
|
1Q17
|
4Q16
|
Q/Q (%)
|
1Q16
|
Y/Y (%)
|
Net Income
|
(49,397)
|
(999,308)
|
-95%
|
(53,227)
|
-7%
|
Discontinued Operation Result ¹
|
107,720
|
(683,360)
|
-
|
-
|
-
|
Inventory and landbanks Adjustments²
|
-
|
(159,931)
|
-
|
-
|
-
|
Adjusted Net Income¹ ²
|
(157,117)
|
(156,017)
|
16%
|
(53,227)
|
195%
|
(+) Financial Results
|
28,560
|
15,582
|
83%
|
1,108
|
2,478%
|
(+) Income Taxes
|
1,346
|
67,785
|
-98%
|
5,990
|
-78%
|
(+) Depreciation & Amortization
|
8,708
|
10,560
|
-18%
|
9,508
|
-8%
|
(+) Capitalized interests
|
37,975
|
38,792
|
-2%
|
32,523
|
17%
|
(+) Expense w Stock Option Plan
|
2,128
|
1,313
|
62%
|
1,891
|
13%
|
(+) Minority Shareholders
|
50
|
(171)
|
-129%
|
876
|
-94%
|
(-) AUSA Income Effect
|
31,024
|
21,892
|
42%
|
(10,880)
|
-385%
|
Recurring Adjusted EBITDA³
|
(47,326)
|
(264)
|
-70%
|
(12,211)
|
288%
|
(+) Inventory and Landbanks Adjustments²
|
-
|
(159,931)
|
-
|
-
|
-
|
Adjusted EBITDA
4
|
(47,326)
|
(160,195)
|
-921%
|
(12,211)
|
288%
|
Net Revenue
|
136,539
|
263,817
|
-48%
|
170,982
|
-20%
|
Recurring Adjusted EBITDA Margin
|
-34.7%
|
-0.1%
|
2,606 bps
|
-7.1%
|
-2,752 bps
|
Adjusted EBITDA Margin
|
-34.7%
|
-60.7%
|
-2,606 bps
|
-7.1%
|
-2,752 bps
|
1) Sale of Tenda shares;
2) Pricing adjustments to inventory units, related to current market prices level and to historical cost update at market value in some lots of our landbank;
3) Adjusted by notes 1 and 2, by expense with stock option plan (non-cash) and minority shareholders. EBITDA does not consider Alphaville's equity income;
4) Adjusted by expense with stock option plan (non-cash) and minority shareholders. EBITDA does not consider Alphaville's equity income.
Depreciation and Amortization
Depreciation and amortization reached R$8.7 million in 1Q17, down 17.5% from 4Q16 and 8.4% in the year-on-year comparison, due to the lower volume of operations in the period.
Financial Result
1Q17 net financial result was negative R$28.6 million, compared to negative R$15.6 million in 4Q16, and R$1.1 million in 1Q16. Financial revenues were down 52.7% year-on-year, totaling R$7.9 million, due to the lower balance of funds available in the period. Financial expenses, in turn, reached R$36.4 million, compared to R$17.7 million in 1Q16, as a result of the accounting impact of the incorporation of the balance of interests, as principal, due to the repricing of SFH debts over the last months.
Taxes
Income taxes, social contribution and deferred taxes for 1Q17 amounted to an expense of R$1.3 million, lower than the 4Q16, which had been impacted by R$90.3 million from the reversal of tax credits previously recorded, reflecting the impact of the Tenda’s discontinued operations. Y-o-Y, income tax, social contribution taxes expense was down 80.6%, reflecting the Company’s current operating cycle.
Net Income
The Company ended 1Q17 with a net loss of R$126.1 million, excluding Alphaville's equity income and the impacts of Tenda’s transaction, lower than the net loss of R$134.1 million in 4Q16, and higher than the negative net result of R$64.1 million in 1Q16.
The quarter’s results were impacted by: (i) higher level of dissolutions, due to the economic environment; (ii) lower level of revenues due to the sales mix, which limited the dilution of costs and the expense structure; and (iii) the negative effect on financial income related to the accounting impact of the repricing of SFH debts.
Table 12 – Net Income (R$ 000)
|
1Q17
|
4Q16
|
Q/Q (%)
|
1Q16
|
Y/Y (%)
|
Net Revenue
|
136,539
|
263,817
|
-48%
|
170,982
|
-20%
|
Gross Profit
|
(17,167)
|
(144,018)
|
-88%
|
3,456
|
-597%
|
Gross Margin
|
-12.6%
|
-54.6%
|
4,200 bps
|
2.0%
|
-1,460 bps
|
Inventory and Landbanks Adjustments¹
|
-
|
(159,931)
|
-
|
-
|
-
|
Recurring Adjusted Gross Profit¹
|
20,808
|
54,703
|
-120%
|
35,979
|
-42%
|
Recurring Adjusted Gross Margin²
|
15.2%
|
20.7%
|
-550 bps
|
21%
|
-580 bps
|
Recurring Adjusted EBITDA³
|
(47,326)
|
(264)
|
-17827%
|
(12,211)
|
288%
|
Recurring Adjusted EBITDA Margin
|
-34.7%
|
-0.1%
|
-3,460 bps
|
-7.1%
|
-2,760 bps
|
Income from Discontinued Operation
4
|
107,720
|
(683,360)
|
-
|
-
|
-
|
Recurring Adjusted Net Income
5
|
(157,117)
|
(156,017)
|
1%
|
(53,227)
|
195%
|
( - ) Equity income from Alphaville
|
(31,024)
|
(21,892)
|
42%
|
10,880
|
-385%
|
Adjusted Net Income (ex-AUSA)
|
(126,093)
|
(134,125)
|
-6%
|
(64,107)
|
97%
|
1) Pricing adjustments to inventory units, related to current market prices level and to historical cost update at market value in some lots of our landbank;
2) Adjusted by note 1 and by capitalized interests;
3) Adjusted by notes 1 and 2, by expense with stock option plan (non-cash) and minority shareholders. EBITDA does not consider Alphaville's equity income;
4) Sale of Tenda shares.
Backlog of Revenues and Results
The backlog of results to be recognized under the PoC method totaled R$177.8 million in 1Q17. The consolidated margin was 36.3% in the quarter, compared to 37.4% posted in 1Q16.
It is worth mentioning the recovery in backlog in recent quarters, impacted in this 1Q17 by the absence of launches and the seasonality of sales in the period, but also reflecting the good sales performance of launches at the end of 2016, signaling a positive operational outlook.
Table 13 – Backlog Results (REF) (R$ 000)
|
1Q17
|
4Q16
|
Q/Q (%)
|
1Q16
|
Y/Y (%)
|
Backlog Revenues
|
490,329
|
505,591
|
-3%
|
427,365
|
15%
|
Backlog Costs (units sold)
|
(312,503)
|
(315,061)
|
-1%
|
(267,395)
|
17%
|
Backlog Results
|
177,826
|
190,030
|
-7%
|
159,970
|
11%
|
Backlog Margin
|
36.3%
|
37.7%
|
-140 bps
|
37.4%
|
-110 bps
|
1) Backlog results net of PIS/COFINS taxes (3.65%), and excluding the impact of PVA (Present Value Adjustment) method according to Law 11.638.
2) Backlog results comprise the projects restricted by condition precedent.
In accordance with the Material Fact issued December 14, 2016, informing on the signing of an agreement to sell up to 30% of shares issued by Tenda, and in line with CPC 31 - Non-Current Asset Held for Sale and Income from Discontinued Operation - the financial information presented in this report reflects the recording of Tenda as a discontinued operation. In the case of the Income Statement, the results for the quarter ended March 31, 2016 were also restated for comparability purposes and the result is presented in a single line (Discontinued Operation Result). With respect to the balance sheet, the information related to Tenda is presented in single lines, both under assets and liabilities.
BALANCE SHEET
Cash and Cash Equivalents and Securities
On March 31, 2017, cash and cash equivalents and marketable securities totaled R$236.9 million, down 6.4% from December 31, 2016.
Receivables
At the end of 1Q17, total accounts receivable totaled R$1.4 billion, a decrease of 15.3% compared to R$1.7 billion in 1Q16, taking into consideration only Gafisa receivables.
Currently, the Company has approximately R$444.7 million in accounts receivable from finished units.
Table 14. Total Receivables (R$ 000)
|
1Q17
|
4Q16
|
Q/Q (%)
|
1Q16
|
Y/Y (%)
|
Receivables from developments (off balance sheet)
|
508,904
|
525,159
|
-3%
|
443,555
|
15%
|
Receivables from PoC- ST (on balance sheet)
|
665,071
|
722,640
|
-1%
|
899,525
|
-21%
|
Receivables from PoC- LT (on balance sheet)
|
241,563
|
271,322
|
-11%
|
328,097
|
-26%
|
Total
|
1,415,538
|
1,519,121
|
-4%
|
1,671,177
|
-12%
|
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
Operating cash totaled R$95.5 million in 1Q17, reflecting: (i) higher level of revenue related to sales in the quarter; (ii) less financial disbursement in line with the development of landbank, and; (iii) lower volume of construction and greater efficiency in the process, leading to lower cash disbursements. Operating cash flow resulted in strong net cash generation of R$33.2 million in the 1Q17.
Table 15. Cash Generation (R$ 000)
|
4Q16
|
1Q17
|
Availabilities
2
|
253,180
|
236,934
|
Change in Availabilities
2
(1)
|
(102,210)
|
(16,246)
|
Total Debt + Investor Obligations
|
1,638,804
|
1,589,312
|
Change in Total Debt + Investor Obligations (2)
|
(214,951)
|
(49,492)
|
Other Investments
|
237,109
|
237,109
|
Change in Other Investments (3)
|
17,654
|
-
|
Cash Generation in the period (1) - (2) + (3)
|
130,396
|
33,246
|
Cash Generation Final
|
70,044
|
33,246
|
1) The 4Q16 data refer only to the final balance of the period in order to assist in the reconciliation of the balance changes in 2016.
2) Cash and cash equivalents, and marketable securities.
Liquidity
At the end of March 2017, the Company’s Net Debt/ Shareholders’ Equity ratio reached 86.6% compared to 71.8% in the previous quarter, reflecting the allocation of Tenda as Asset Held for Sale, and the additional impact on Shareholder’s Equity in this quarter related to the conclusion of the separation process (Gafisa and Tenda). Excluding project finance, the Net Debt/ Shareholder’s Equity ratio was 4.5%.
At the end of the 1Q17, the Company’s gross debt reached R$1.6 billion, stable q-o-q and down 28.0% y-o-y. In the quarter, the Company amortized R$151.0 million in debt, of which R$132.2 million was project finance and R$18.8 million corporate debt. In the same period, R$92.5 million was disbursed, allowing for a net amortization of R$58.5 million.
Table 16. Debt and Investor Obligations (R$ 000)
|
1Q17*
|
4Q16*
|
Q/Q(%)
|
1Q16
|
Y/Y (%)
|
Debentures - FGTS (A)
|
311,202
|
302,363
|
3%
|
672,793
|
-54%
|
Debentures – Working Capital (B)
|
140,485
|
148,905
|
-6%
|
186,295
|
-25%
|
Project Financing SFH – (C)
|
970,370
|
1,022,038
|
-5%
|
1,187,049
|
-18%
|
Working Capital (D)
|
165,256
|
164,261
|
1%
|
154,495
|
37%
|
Total (A)+(B)+(C)+(D) = (E)
|
1,587,313
|
1,637,567
|
-3%
|
2,200,632
|
-28%
|
Investor Obligations (F)
|
1,999
|
1,237
|
62%
|
6,482
|
-69%
|
Total Debt (E)+(F) = (G)
|
1,589,312
|
1,638,804
|
-3%
|
2,207,114
|
-28%
|
Cash and Availabilities (H)
|
236,934
|
253,180
|
-6%
|
792,076
|
-70%
|
Net Debt (G)-(H) = (I)
|
1,352,378
|
1,385,624
|
-2%
|
1,415,038
|
-4%
|
Equity + Minority Shareholders (J)
|
1,562,141
|
1,930,453
|
-19%
|
3,046,284
|
-49%
|
(Net Debt) / (Equity) (I)/(J) = (K)
|
86.6%
|
71.8%
|
1.479 bps
|
46.5%
|
4.012 bps
|
(Net Debt – Proj Fin) / Equity (I)-((A)+(C))/(J) = (L)
|
4.0%
|
3.2%
|
80 bps
|
-14.6%
|
1.860 bps
|
*Considers only Gafisa.
1) Cash and cash equivalents and marketable securities.
The Company ended 1Q17 with R$987.5 million in total debt maturing in the short term. It should be noted, however, that 80.6% of this volume relates to debt linked to the Company's projects. Currently, the average cost of consolidated debt is 12.90% p.y., or 115.93% of the CDI.
Table 19. Debt Maturity
(R$ 000)
|
Average Cost (p.y.)
|
Total
|
Until dec/17
|
Until Dec/18
|
Until Dec/19
|
Until Dec/20
|
After
Dec/20
|
Debentures - FGTS (A)
|
TR + 10.38%
|
311,202
|
311,202
|
-
|
-
|
-
|
-
|
Debentures – Working Capital (B)
|
CDI + 1,.0% / IPCA + 8.22%
|
140,485
|
24,115
|
94,752
|
21,618
|
-
|
-
|
Project Financing SFH (C)
|
TR + 8.33% - 14% / 120.0% - 129.0% CDI
|
970,370
|
560,735
|
283,257
|
103,111
|
21,492
|
1,775
|
Working Capital (D)
|
CDI + 3.00% / CDI + 0.59% / 125.0% CDI
|
165,256
|
89,417
|
50,056
|
25,783
|
-
|
-
|
Total (A)+(B)+(C)+(D) = (E)
|
|
1,587,313
|
985,469
|
428,065
|
150,512
|
21,492
|
1,775
|
Investor Obligations (F)
|
CDI + 0.59%
|
1,999
|
1,999
|
-
|
-
|
-
|
-
|
Total Debt (E)+(F) = (G)
|
|
1,589,312
|
987,468
|
428,065
|
150,512
|
21,492
|
1,775
|
% of Total Maturity per period
Project debt maturing as % of total debt ((A)+ (C))/(G)
Corporate debt maturing as % of total debt ((B)+(D)+(F))/(G)
|
-
|
62.1%
|
26.9%
|
9.5%
|
1.4%
|
0.1%
|
-
|
88.3%
|
28.7%
|
10.4%
|
2.2%
|
0.2%
|
-
|
11.7%
|
33.8%
|
31.5%
|
46.7%
|
0.0%
|
Ratio Corporate Debt / Mortgage
|
19.4% / 80.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IMPACTS OF TENDA OPERATION
Summary
The Company started working on the separation of the Gafisa and Tenda business units in 2014. In 4Q16, Gafisa initiated Tenda’s secondary tender offer, which did not materialize due to the turbulent market environment, and instead culminated in the sale of up to 30% of Tenda’s shares to the private equity firm Jaguar Growth Asset Management, LLC, at the price of R$8.13 per share. As part of this agreement, Gafisa’s shareholders, through the exercise of their preemptive rights to acquire Tenda’s shares at the same price per share determined in the transaction, had the opportunity in March to acquire up to 50% of Tenda’s shares held thereby, including an additional 20% related to Jaguar's offer.
As part of the agreement with Jaguar, Gafisa, as Tenda’s shareholder, approved on December 14, 2016 a capital reduction of R$100.0 million, without cancelling the shares and refunding the total amount to Gafisa, payable until December 31, 2018 and the remaining balance until December 31, 2019, with possibility of anticipation due to the cash flow performance. Thus, the potential cash receipt for Gafisa from the transaction is R$319.6 million.
In view of the aforementioned, and pursuant to prevailing laws and accounting practices, the execution of such agreement gave rise to several accounting impacts on 4Q16 and 1Q17 financial results, as pointed out below:
Tables 18 and 19. Balance Sheet 4Q16 and 1Q17 (R$ 000)
Result after operation effects
|
4Q16
|
1Q17
|
Discontinued Operation Impairment
|
(610,105)
|
215,440
|
Tenda Result
|
17,065
|
18,940
|
Reversal of Deferred Tax Asset
|
(90,320)
|
-
|
Result Discontinued Operation
|
(683,360)
|
107,720
|
Result ex-Discontinued Operation
|
(315,948)
|
(157,067)
|
Balance Sheet after operation effects
|
4Q16
|
1Q17
|
Gross Debt
|
1,638,804
|
1,589,312
|
Cash
|
253,180
|
236,934
|
Net Debt
|
1,385,624
|
1,352,378
|
Shareholders’Equity + Minority
|
1,930,453
|
1,562,141
|
Net Debt / SE
|
71.8%
|
86.6%
|
.
Result after operation effects
Gafisa’s financial result in the last quarter was already impacted by accounting effects generated by the execution of the stock purchase agreement with Jaguar Growth Asset Management, LLC. The total effect amounted to R$680.2 million, and was comprised by the following factors: (i) impairment of R$610.1 million determined by the price per share of Tenda (R$8.13) as referenced in the purchase and
sale agreement; and (ii) reversal of R$90.3 million as tax credits, as well as additional elimination effects between accounts in consolidation (R$3.1 million).
In 1Q17, there was an additional impact due to the revaluation of Tenda's fair value, with a positive impact of R$107.7 million (Result of Discontinued Operations). Last March, at the beginning of the trading of the preemptive rights (GFSA11) related to the offering of 50% of Tenda shares, it was necessary to update the reference price initially assigned (R$8.13), taking into account the average value (R$3,99) of the preemptive rights during the trading period in the market. As a result, the impairment related to the attributable value of Tenda shares to shareholders' equity had to be positively revalued by R$215.4 million (R$12.12 x 54 million shares).
It is worth mentioning that the adjustment that impacted Gafisa's financial result in 1Q17 ends up being related to only 50% of Tenda's shares derived from the capital reduction, or R$107.7 million, since the remaining 50% (preemptive rights) had a null effect due to the counterparty established in the sale of the shares (preemptive rights) and consequent cash inflow to the Company, which totaled R$ 219.5 million.
Balance sheet after operation effects
The operation of sale of Tenda’s shares, and its classification as “Asset Held for Sale”, impacted Gafisa’s balance sheet in the last two quarters (4Q16 and 1Q17), as follows: (i) reduced cash and cash equivalents to R$236.9 million and gross indebtedness to R$1.6 billion only accounting for Gafisa; and (ii)
reduction in shareholders' equity, in the amount of R$219.5 million related to the capital reduction of Gafisa (50% of Tenda), with a distribution effect for shareholders; and an additional R$107.7 million due to the revaluation of the remaining 50% and related to the preemptive rights, thus reducing Gafisa's shareholders' equity to R$1.9 billion in 4Q16 and R$1.5 billion in 1Q17. The effect on the Company's shareholders' equity impacted the leverage level (Net Debt/Shareholders’ Equity), which ended the year (4Q16) at 71.8% and the 1Q17 at 86.6%. We point out this leverage level is temporary, since upon conclusion of the transaction on May 4, Gafisa will have a cash inflow of up to R$319.5 million, being R$219.5 million in the 2Q17, thus reducing its leverage level and underscoring the Company’s conservative cash management.
São Paulo, May 9
th
, 2017.
Alphaville Urbanismo SA releases its results for the 1
st
quarter of 2017.
In the 1
st
quarter of 2017, net revenues were R$ 62 million, 74% lower than the same period of 2016, and the net loss was R$ 103 million.
|
1Q17
|
1Q16
|
1Q2017 vs. 1Q2016
|
Net Revenue
|
62
|
234
|
-74%
|
Net Profit/Loss
|
- 103
|
34
|
n/a
|
Margin
|
n/a
|
15%
|
|
For further information, please contact our Investor Relations team at
ri@alphaville.com.br
or +55 11 3038-7164.
Consolidated Financial Statements
|
1Q17
|
4Q16
|
Q/Q (%)
|
1Q16
|
Y/Y (%)
|
Net Revenue
|
136,539
|
263,817
|
-48%
|
170,982
|
-20%
|
Operating Costs
|
(153,706)
|
(407,835)
|
-62%
|
(167,526)
|
-8%
|
Gross Profit
|
(17,167)
|
(144,018)
|
-88%
|
3,456
|
-597%
|
Gross Margin
|
-12.6%
|
-54.6%
|
4200 bps
|
2.0%
|
-1460 bps
|
Operating Expenses
|
(109,994)
|
(153,812)
|
-28%
|
(54,639)
|
101%
|
Selling Expenses
|
(19,056)
|
(33,254)
|
-43%
|
(16,746)
|
14%
|
General and Administrative Expenses
|
(27,369)
|
(32,516)
|
-16%
|
(27,002)
|
1%
|
Other Operating Revenue/Expenses
|
(19,702)
|
(30,938)
|
-36%
|
(14,578)
|
35%
|
Depreciation and Amortization
|
(8,708)
|
(10,560)
|
-18%
|
(9,508)
|
-8%
|
Equity Income
|
(35,159)
|
(46,544)
|
-24%
|
13,195
|
-366%
|
Operational Result
|
(127,161)
|
(297,830)
|
-57%
|
(51,183)
|
148%
|
Financial Income
|
7,870
|
9,945
|
-21%
|
16,622
|
-53%
|
Financial Expenses
|
(36,430)
|
(25,527)
|
43%
|
(17,730)
|
105%
|
Net Income Before taxes on Income
|
(155,721)
|
(313,412)
|
-50%
|
(52,291)
|
198%
|
Deferred Taxes
|
-
|
(90,321)
|
-100%
|
964
|
-100%
|
Income Tax and Social Contribution
|
(1,346)
|
(3,114)
|
-57%
|
(6,954)
|
-81%
|
Net Income After Taxes on Income
|
(157,067)
|
(406,847)
|
-61%
|
(58,281)
|
169%
|
Continued Op. Net Income
|
(157,067)
|
(406,847)
|
-61%
|
(58,281)
|
169%
|
Discontinued Op. Net Income
|
107,720
|
(592,631)
|
-
|
5,930
|
-
|
Minority Shareholders
|
50
|
(170)
|
-129%
|
876
|
-94%
|
Net Income
|
(49,397)
|
(999,308)
|
-95%
|
(53,227)
|
-7%
|
Consolidated Balance Sheet
|
1Q17
|
4Q16
|
Q/Q(%)
|
1Q16
|
Y/Y(%)
|
Current Assets
|
|
|
|
|
|
Cash and cash equivalents
|
23,814
|
29,534
|
-19%
|
143,717
|
-83%
|
Securities
|
213,120
|
223,646
|
-5%
|
648,359
|
-67%
|
Receivables from clients
|
665,071
|
722,640
|
-8%
|
1,328,042
|
-50%
|
Properties for sale
|
1,058,742
|
1,122,724
|
-6%
|
1,958,087
|
-46%
|
Other accounts receivable
|
76,656
|
106,791
|
-28%
|
205,249
|
-63%
|
Prepaid expenses and other
|
6,839
|
2,548
|
168%
|
6,474
|
6%
|
Land for sale
|
3,270
|
3,306
|
-1%
|
100,529
|
-97%
|
Disposal group held for sale
|
1,412,682
|
1,189,011
|
19%
|
-
|
-
|
|
3,460,194
|
3,400,200
|
2%
|
4,390,457
|
-21%
|
Long-term Assets
|
|
|
|
|
|
Receivables from clients
|
241,563
|
271,322
|
-11%
|
374,614
|
-36%
|
Properties for sale
|
599,046
|
592,975
|
1%
|
706,965
|
-15%
|
Other
|
93,983
|
93,476
|
1%
|
207,555
|
-55%
|
|
934,592
|
957,773
|
-2%
|
1,289,134
|
-28%
|
Intangible. Property and Equipment
|
47,113
|
52,205
|
-10%
|
120,650
|
-61%
|
Investments
|
764,852
|
799,911
|
-4%
|
979,712
|
-22%
|
Total Assets
|
5,206,751
|
5,210,089
|
-
|
6,779,953
|
-23%
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
Loans and financing
|
650,152
|
669,795
|
-3%
|
629,508
|
3%
|
Debentures
|
335,317
|
314,139
|
7%
|
399,744
|
-16%
|
Obligations for Purchase of Land and
advances from customers
|
194,283
|
205,388
|
-5%
|
387,339
|
-50%
|
Material and service suppliers
|
68,788
|
79,120
|
-13%
|
80,245
|
-14%
|
Taxes and contributions
|
47,132
|
51,842
|
-9%
|
97,074
|
-51%
|
Other
|
399,735
|
303,454
|
32%
|
481,718
|
-17%
|
Distribution of non-cash assets to owners
|
327,230
|
-
|
-
|
-
|
-
|
Liabilities directly associated with disposal group held for sale
|
653,204
|
651,812
|
-
|
-
|
-
|
|
2,675,841
|
2,275,550
|
18%
|
2,075,628
|
29%
|
Long-term liabilities
|
|
|
|
|
|
Loans and financings
|
485,474
|
516,505
|
-6%
|
712,036
|
-32%
|
Debentures
|
116,370
|
137,129
|
-15%
|
459,344
|
-75%
|
Obligations for Purchase of Land and
advances from customers
|
93,892
|
90,309
|
4%
|
196,441
|
-52%
|
Deferred taxes
|
100,405
|
100,405
|
0%
|
20,175
|
398%
|
Provision for Contingencies
|
84,720
|
83,904
|
1%
|
145,214
|
-42%
|
Other
|
87,908
|
75,834
|
16%
|
124,831
|
-30%
|
|
968,769
|
1,004,086
|
-4%
|
1,658,041
|
-32%
|
Shareholders’ Equity
|
|
|
|
|
|
Shareholders’ Equity
|
1,553,057
|
1,928,325
|
-19%
|
3,043,671
|
-49%
|
Minority Shareholders
|
9,084
|
2,128
|
327%
|
2,613
|
248%
|
|
1,562,411
|
1,930,453
|
-19%
|
3,046,284
|
-49%
|
Total Liabilities and Shareholders’ Equity
|
5,206,751
|
5,210,089
|
-
|
6,779,953
|
-23%
|
Cash Flow
|
1Q17
|
1Q16
|
Income Before Taxes on Income and Social Contribution
|
(48,001)
|
(40,670)
|
Expenses/income not affecting working capital
|
87,419
|
38,775
|
Depreciation and amortization
|
8,708
|
9,508
|
Impairment
|
(7,044)
|
-
|
Expense with stock option plan and shares
|
2,128
|
1,891
|
Unrealized interest and financial charges
|
25,761
|
25,047
|
Equity income
|
35,159
|
(13,195)
|
Disposal of fixed asset
|
-
|
1,182
|
Provision for guarantee
|
(1,601)
|
(4,102)
|
Provision for lawsuits
|
16,736
|
15,804
|
Profit Sharing provision
|
4,237
|
6,250
|
Allowance for doubtful accounts and dissolutions
|
4,141
|
6,572
|
Income from financial instruments
|
(806)
|
(10,182)
|
Provision for impairment loss on disposal group held for sale
|
(215,440)
|
-
|
Payable for sale of shares
|
107,720
|
-
|
Clients
|
75,552
|
83,617
|
Properties held for sale
|
64,955
|
(44,651)
|
Other accounts receivable
|
6,386
|
(5,606)
|
Prepaid expenses
|
(4,291)
|
432
|
Obligations on land purchase and advances from clients
|
(7,522)
|
(24,626)
|
Taxes and contributions
|
(4,710)
|
(2,385)
|
Providers
|
(9,874)
|
6,772
|
Salaries and payroll charges
|
297
|
1,918
|
Other liabilities
|
(9,029)
|
(19,411)
|
Related party transactions
|
(5,573)
|
8,208
|
Taxes paid
|
(1,346)
|
(5,991)
|
Cash provided by/used in operating activities related to disposal group held for sale
|
33,455
|
45,570
|
Net cash from operating activities
|
69,998
|
41,952
|
Investment activities
|
-
|
-
|
Purchase of fixed and intangible asset
|
(3,616)
|
(6,435)
|
Capital contribution in subsidiaries
|
(77)
|
(1,451)
|
Redemption of financial investment
|
216,017
|
303,142
|
Funding financial investments
|
(205,491)
|
(302,099)
|
Cash provided by/used in investment activities related to disposal group held for sale
|
(51,044)
|
(21,763)
|
Dividends received
|
-
|
(1,000)
|
Net cash from investment activities
|
(44,211)
|
(29,606)
|
Financing activities
|
-
|
-
|
Related party contributions
|
762
|
1,587
|
Addition of loans and financing
|
75,595
|
120,462
|
Amortization of loans and financing
|
(151,611)
|
(140,323)
|
Assignment of credit receivables, net
|
21,513
|
27,974
|
Loan operations with related parties
|
4,335
|
(6,460)
|
Sale of treasury shares
|
310
|
-
|
Cash provided by/used in financing activities related to disposal group held for sale
|
34,690
|
45,491
|
Net cash from financing activities
|
(14,406)
|
48,731
|
Net cash variation related to disposal group held for sale
|
(17,701)
|
-
|
Increase (decrease) in cash and cash equivalents
|
11,381
|
61,077
|
Opening balance of cash and cash equivalents
|
29,534
|
82,640
|
Closing balance of cash and cash equivalents
|
23,814
|
143,717
|
Increase (decrease) in cash and cash equivalents
|
11,381
|
61,077
|
Gafisa is one Brazil’s leading residential and commercial properties development and construction companies. Founded over 60 years ago, the Company is dedicated to growth and innovation oriented to enhancing the well-being, comfort and safety of an increasing number of households. More than 15 million square meters have been built, and approximately 1,100 projects delivered under the Gafisa brand - more than any other company in Brazil. Recognized as one of the foremost professionally managed homebuilders, Gafisa’s brand is also one of the most respected, signifying both quality and consistency. In addition to serving the upper-middle and upper class segments through the Gafisa brand, the Company also participates through its 30% interest in Alphaville, a leading urban developer in the national development and sale of residential lots. Gafisa S.A. is a Corporation traded on the Novo Mercado of the B3 (GFSA3) and is the only Brazilian homebuilder listed on the New York Stock Exchange (NYSE:GFA) with an ADR Level III, which ensures best practices in terms of transparency and corporate governance
.
This release contains forward-looking statements about the business prospects, estimates for operating and financial results and Gafisa’s growth prospects. These are merely projections and, as such, are based exclusively on the expectations of management concerning the future of the business and its continued access to capital to fund the Company’s business plan. Such forward-looking statements depend, substantially, on changes in market conditions, government regulations, competitive pressures, the performance of the Brazilian economy and the industry, among other factors; therefore, they are subject to change without prior notice.
|
|
|
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information
March 31, 2017
(
Amounts in thousands of Brazilian Reais, except as otherwise stated
)
1. Operations
Gafisa S.A. ("Gafisa" or "Company") is a publicly traded company with registered office at Avenida das Nações Unidas, 8,501, 19
th
floor, in the city and state of São Paulo, Brazil and commenced 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 (in the latter case, as construction company and proxy); (ii) selling and purchasing real estate properties; (iii) providing civil construction and civil engineering services; (iv) developing and implementing marketing strategies related to its own and third party real estate ventures; and (v) investing in other companies that share similar objectives.
The Company has stocks traded at
BM&FBovespa S.A. – Bolsa de Valores, Mercadorias e Futuros and the New York Stock Exchange (NYSE), reporting its information to the Brazilian Securities and Exchange Commission (CVM) and the U.S. Securities and Exchange Commission (SEC
).
The Company enters into real estate development projects with third parties through specific purpose partnerships (“Sociedades de Propósito Específico” or “SPEs”) or through the formation of consortia and condominiums. Controlled entities substantially share managerial and operating structures, and 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 December 14, 2016, the Company disclosed a material fact informing about the signature of the sale and purchase agreement with Jaguar Real Estate Partners LP for disposal of up to 30% of the shares issued by Tenda, for the price of R$ 8.13 per share, which values Tenda at R$539,020. The completion of the transaction is subject to the verification of certain conditions precedent, of which the following are the most significant: (i) decrease in Company’s capital, by refunding its shareholders for the shares corresponding to 50% of the capital stock of Tenda; and (ii) the completion of the procedure related to the exercise by Gafisa’s shareholders of the preemptive right to acquire 50% of Tenda’s shares.
The deadline for creditors objecting the capital decrease was April 22, 2017, and no objection was made, so the decrease was made by delivering to the Company’s shareholders, as refund for the decreased capital, one common share of Tenda to each common share of Gafisa they owned, not including treasury shares. In relation to the preemptive right, the shareholders acquired the totality of shares made available, no share remaining for Jaguar. Accordingly, the shares representing 50% of Tenda’s capital were delivered to the shareholders who exercised the preemptive right, and the agreement that had been entered into with Jaguar was terminated.
The Company also obtained, during this period, all contractual authorizations required for carrying out the transaction. With this, the spin-off between Gafisa and Tenda was completed on May 4, 2017, with the effective delivery of the totality of the shares representing Tenda’s capital in the respective capital reduction and preemptive right processes. The inflow of funds from the Preemptive Rights will contribute to improve the liquidity condition and capital structure of the Company.
Gafisa S.A.
Notes to the quarterly information
March 31, 2017
(
Amounts in thousands of Brazilian Reais, except as otherwise stated
)
2.
Presentation of quarterly information
and
summary of significant accounting policies
2.1.
Basis of presentation and preparation of
individual and consolidated quarterly information
On May 09, 2017, the Company’s Board of Directors approved these individual and consolidated quarterly information of the Company and authorized their disclosure.
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, 2016. Therefore, the corresponding quarterly information shall be read together with the financial statements as of December 31, 2016.
The individual quarterly information, identified as “Company”, has been prepared and is being presented according to the accounting practices adopted in Brazil, including the pronouncements issued by the Accounting Pronouncement Committee (CPC), approved by the Brazilian Securities and Exchange Commission (CVM) and are disclosed together with the consolidated quarterly information.
The consolidated quarterly information of the Company has been prepared and is being presented according to the accounting practices adopted in Brazil, including the pronouncements issued by the CPC, approved by the CVM, and according to the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), 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 application of the continuous transfer of the risks, rewards and control
over the real estate units sold
.
The individual quarterly information of the Company is not considered in compliance with the International Financial Reporting Standards (IFRS), once it considers the capitalization of interest on qualifying assets of investees in the separate quarterly information of the Company. In view of the fact that there is no difference between the Company’s and the consolidated equity and profit or loss, the Company opted for presenting the accompanying individual and consolidated information in only one set.
Gafisa S.A.
Notes to the quarterly information
March 31, 2017
(
Amounts in thousands of Brazilian Reais, except as otherwise stated
)
2.
Presentation of quarterly information
and
summary of significant accounting policies
--Continued
2.1.
Basis of presentation and preparation of
individual and consolidated quarterly information
--Continued
The quarterly information has been prepared on a going concern basis. Management makes an assessment of the Company’s ability to continue as going concern when preparing the quarterly information.
All amounts reported in the accompanying quarterly information are in thousands of Reais, except as otherwise stated.
The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 2.1 to the individual and consolidated financial statements as of December 31, 2016.
2.1.1.
Consolidated quarterly information
The accounting practices have been applied consistently by all subsidiaries in the consolidated quarterly information. The subsidiaries have the same fiscal year as the Company. See further details 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, 2016.
2.1.2.
Statement of Cash Flows
In view of the disclosure of the discontinued operations related to Tenda, and in line with CPCs 03 – Statement of Cash Flows and CPC 31 - Non-current Assets Held for Sale and Discontinued Operations, the information on operating, financing and investing activities related to discontinued operations are presented in separated lines in the Statement of Cash Flows of the Company. Accordingly, the line item "Foreign Exchange Gains and Losses on Cash and Cash Equivalents", presented in the Statement of Cash Flows for the period ended March 31, 2017, refers to the net increase (decrease) in cash and cash equivalents of disposal group held for sale and is being presented in this line item as it is impossible to change the line item’s name in this Quarterly Information Form.
Gafisa S.A.
Notes to the quarterly information
March 31, 2017
(
Amounts in thousands of Brazilian Reais, except as otherwise stated
)
2.
Presentation of quarterly information
and
summary of significant accounting policies
--Continued
2.2. Restatement of Quarterly Information as of March 31, 2016
As required by the CPC 31 – Non-current Assets Held for Sale and Discontinued Operations, for comparability purposes, the information of the statements of profit or loss, cash flows and value added as of March 31, 2016 is being presented on the same basis of the current period, and its retrospective effects are presented below:
|
Company
|
Consolidated
|
|
Balances originally reported as of 03/31/2016
|
Impact of the application of CPC 31 (Note 2.2.27)
|
Balances after the application of CPC 31
|
Balances originally reported as of 03/31/2016
|
Impact of the application of CPC 31 (Note 2.2.27) (a)
|
Balances after the application of CPC 31
|
Statement of profit or loss
|
|
|
|
|
|
Net operating revenue
|
126,973
|
-
|
126,973
|
405,534
|
(234,552)
|
170,982
|
Operating costs
|
(124,866)
|
-
|
(124,866)
|
(333,333)
|
165,807
|
(167,526)
|
Operating (expenses) income
|
(63,209)
|
-
|
(63,209)
|
(123,531)
|
55,697
|
(67,834)
|
Income from equity method investments
|
10,077
|
(4,794)
|
5,283
|
13,665
|
(470)
|
13,195
|
Financial income (expenses)
|
26
|
-
|
26
|
(1,941)
|
833
|
(1,108)
|
Income tax and social contribution
|
(2,228)
|
-
|
(2,228)
|
(12,745)
|
6,755
|
(5,990)
|
Non-controlling interests
|
-
|
-
|
-
|
876
|
-
|
876
|
Profit or loss of discontinued operations (Note 8.2)
|
-
|
4,794
|
4,794
|
-
|
5,930
|
5,930
|
Net income for the year
|
(53,227)
|
-
|
(53,227)
|
(53,227)
|
-
|
(53,227)
|
|
|
|
|
|
|
|
Statement of value added
|
|
|
|
|
|
|
Net value added produced by the entity
|
12,300
|
4,794
|
17,094
|
86,614
|
(63,348)
|
23,266
|
Value added received on transfer
|
23,750
|
(4,794)
|
18,956
|
39,096
|
(9,280)
|
29,816
|
Total value added to be distributed
|
36,050
|
-
|
36,050
|
125,710
|
(72,628)
|
53,082
|
(a)
Amounts after elimination of consolidation items.
3. New standards, changes and interpretation of standards issued and not yet adopted
There is no standard, change to standards or interpretation issued and not yet adopted that could, on the Management’s opinion, have significant impact arising from its adoption on its quarterly information, besides those already disclosed in Note 3 to the individual and consolidated financial statements as of December 31, 2016.
Accordingly, the
other explanations related to this note were not subject to material changes in relation to the disclosures in Note 3 to the individual and consolidated financial statements as of December 31,
2016.
Gafisa S.A.
Notes to the quarterly information
March 31, 2017
(
Amounts in thousands of Brazilian Reais, except as otherwise stated
)
4.
Cash and cash equivalents and short-term investments
4.1.
Cash and cash equivalents
|
Company
|
Consolidated
|
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
Cash and banks
|
6,731
|
19,811
|
23,814
|
29,534
|
Total cash and cash equivalents (Note 20.ii.a and 20.iii)
|
6,731
|
19,811
|
23,814
|
29,534
|
The other explanations related to this note were not subject to significant changes in relation to the disclosures in Note 4.1 to the financial statements as of December 31,
2016.
4.2.
Short-term investments
|
Company
|
Consolidated
|
|
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
Fixed-income funds
|
79,853
|
95,672
|
110,977
|
123,868
|
Government bonds (LFT)
|
4,196
|
3,762
|
6,841
|
6,018
|
Corporate securities (LF/DPGE)
|
9,082
|
19,845
|
14,808
|
31,742
|
Securities purchased under resale agreements (a)
|
18,250
|
11,600
|
21,538
|
11,935
|
Bank certificates of deposit
(b)
|
11,315
|
17,332
|
13,725
|
27,834
|
Restricted cash in guarantee to loans
|
28,215
|
10,669
|
28,215
|
10,669
|
Restricted credits
|
14,392
|
4,682
|
17,016
|
11,580
|
Total short-term investments
(Note 20.i.d. 20.ii.a and 20.iii)
|
165,303
|
163,562
|
213,120
|
223,646
|
|
|
|
|
|
|
|
(a)
As of March 31, 2017, the securities purchased under resale agreement include interest earned ranging from 100.5% to 101.5% of Interbank Deposit Certificates (CDI) (from 75% to 101.5% of CDI in 2016). All investments are carried out with what management considers to be top tier financial institutions.
(b)
As of March 31, 2017 and December 31, 2016, the Bank Certificates of Deposit (CDBs) include interest earned ranging from 90% to 100.8% of Interbank Deposit Certificates (CDI).
The other explanations related to this note were not subject to significant changes in relation to the disclosures in Note 4.2 to the financial statements as of December 31,
2016.
Gafisa S.A.
Notes to the quarterly information
March 31, 2017
(
Amounts in thousands of Brazilian Reais, except as otherwise stated
)
5.
Trade accounts receivable of development and services
|
Company
|
Consolidated
|
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
Real estate development and sales
|
710,137
|
769,743
|
929,684
|
1,019,359
|
( - ) Allowance for doubtful accounts
|
(23,456)
|
(19,315)
|
(23,456)
|
(19,315)
|
( - ) Present value adjustments
|
(14,000)
|
(21,235)
|
(19,792)
|
(26,816)
|
Services and construction and other receivables
|
19,453
|
20,414
|
20,198
|
20,734
|
Total trade accounts receivable of development and services
(Note 20.ii.a)
|
692,134
|
749,607
|
906,634
|
993,962
|
|
|
|
|
|
Current
|
486,004
|
524,337
|
665,071
|
722,640
|
Non-current
|
206,130
|
225,270
|
241,563
|
271,322
|
The current and non-current portions have the following maturities:
|
Company
|
Consolidated
|
Maturity
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
Overdue:
|
|
|
|
|
Up to 90 days
|
45,492
|
46,235
|
73,465
|
64,830
|
From 91 to 180 days
|
22,800
|
41,705
|
28,488
|
45,442
|
Over 180 days
|
91,266
|
73,652
|
108,891
|
93,265
|
|
159,558
|
161,592
|
210,844
|
203,537
|
|
|
|
|
|
Maturities:
|
|
|
|
|
2017
|
301,121
|
383,477
|
416,273
|
544,292
|
2018
|
121,294
|
94,231
|
145,629
|
111,007
|
2019
|
99,241
|
97,079
|
121,997
|
120,367
|
2020
|
39,733
|
41,775
|
43,939
|
45,552
|
2021 onwards
|
8,643
|
12,003
|
11,200
|
15,338
|
|
570,032
|
628,565
|
739,038
|
836,556
|
|
|
|
|
|
( - ) Present value adjustment
|
(14,000)
|
(21,235)
|
(19,792)
|
(26,816)
|
( - ) Allowance for doubtful account
|
(23,456)
|
(19,315)
|
(23,456)
|
(19,315)
|
|
692,134
|
749,607
|
906,634
|
993,962
|
The change in the allowance for doubtful accounts for the period ended
March 31, 2017,
is as follows
:
|
Company and Consolidated
|
|
03/31/2017
|
|
|
Balance at December 31, 2016
|
(19,315)
|
Additions (Note 22)
|
(4,165)
|
Write-offs / Reversals (Note 22)
|
24
|
Balance at March 31, 2017
|
(23,456)
|
Gafisa S.A.
Notes to the quarterly information
March 31, 2017
(
Amounts in thousands of Brazilian Reais, except as otherwise stated
)
5.
Trade accounts receivable of development and services
--Continued
In the period ended March 31, 2017, the Company entered into the following Real Estate Receivables Agreement (CCI) transaction, which is aimed to transfer a portfolio comprising select business real estate receivables delivered arising out of Gafisa and its subsidiaries to the assignee. The assigned portfolio, discounted to its present value, is classified into the line item “Obligations assumed on assignment of receivables”.
Transaction date
|
Assigned accounting portfolio
|
Portfolio discounted to present value
|
Transaction balance at
March 31, 2017 (Note 14)
|
|
Company
|
Consolidated
|
|
|
|
|
|
03/29/2017
|
23,748
|
22,993
|
21,379
|
21,513
|
|
|
|
|
|
|
In the transaction above, the Company and its subsidiaries are jointly responsible until the time of the transfer of the collateral to the securitization company.
The other explanations related to this note were not subject to significant changes in relation to the disclosures in Note 5 to the financial statements as of December 31,
2016.
6.
Properties for sale
|
Company
|
Consolidated
|
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
Land
|
631,294
|
667,805
|
830,725
|
823,516
|
( - ) Write-down to net realizable value of land
|
(43,505)
|
(43,505)
|
(43,505)
|
(43,505)
|
( - ) Write-down to net realizable value of inventory surplus
|
-
|
-
|
(62,343)
|
(62,343)
|
( - ) Present value adjustment
|
(7,899)
|
(8,089)
|
(8,338)
|
(8,781)
|
Property under construction
|
340,585
|
328,783
|
465,364
|
509,049
|
Completed units
|
499,320
|
520,246
|
528,504
|
557,426
|
( - ) Write-down to net realizable value of properties under construction and completed units
|
(52,619)
|
(59,663)
|
(52,619)
|
(59,663)
|
Total properties for sale
|
1,367,176
|
1,405,577
|
1,657,788
|
1,715,699
|
|
|
|
|
|
Current portion
|
825,841
|
870,201
|
1,058,742
|
1,122,724
|
Non-current portion
|
541,335
|
535,376
|
599,046
|
592,975
|
For the period ended March 31, 2017, the change in the write-down to net realizable value of
properties for sale is summarized as follows:
|
Company
|
Consolidated
|
|
|
|
Balance at December 31, 2016
|
(103,168)
|
(165,511)
|
Write-offs / Reversals
|
7,044
|
7,044
|
Balance at March 31, 2017
|
(96,124)
|
(158,467)
|
The other explanations related to this note were not subject to significant changes in relation to the disclosures in Note 6 to the financial statements as of December 31,
2016.
7.
Other assets
|
Company
|
Consolidated
|
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
Advances to suppliers
|
2,524
|
1,758
|
3,151
|
2,567
|
Recoverable taxes (IRRF, PIS, COFINS, among other)
|
16,519
|
15,708
|
26,838
|
25,901
|
Judicial deposit (Note 16)
|
75,259
|
78,172
|
78,125
|
79,785
|
Refund of capital receivable from Tenda (Note 8.2)
|
100,000
|
100,000
|
-
|
-
|
Total other assets
|
194,302
|
195,638
|
108,114
|
108,253
|
|
|
|
|
|
Current portion
|
25,726
|
39,280
|
36,934
|
49,336
|
Non-current portion
|
168,577
|
156,358
|
71,180
|
58,917
|
Gafisa S.A.
Notes to the quarterly information
March 31, 2017
(
Amounts in thousands of Brazilian Reais, except as otherwise stated
)
8.
Assets held for sale
8.1
Land available for sale
The changes in land available for sale are summarized as follows:
|
Company and Consolidated
|
|
Cost
|
Provision for impairment
|
Net balance
|
|
|
|
|
Balance at December 31, 2016
|
12,236
|
(8,930)
|
3,306
|
Reversals / Write-offs
|
(36)
|
-
|
(36)
|
Balance at March 31, 2017
|
12,200
|
(8,930)
|
3,270
|
|
|
|
|
8.2 Disposal group held for sale and profit or loss of discontinued operations
|
Company
|
Consolidated
|
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
|
|
|
|
|
Investment portion
|
1,068,555
|
1,049,125
|
-
|
-
|
Impairment loss (i)
|
(414,095)
|
(610,105)
|
(414,095)
|
(610,105)
|
Disposal group held for sale (ii)
|
-
|
-
|
1,826,777
|
1,799,116
|
Total disposal group held for sale
|
654,460
|
439,020
|
1,412,682
|
1,189,011
|
Refund of capital receivable (Note 7)
|
100,000
|
100,000
|
-
|
-
|
Total
|
754,460
|
539,020
|
1,412,682
|
1,189,011
|
|
|
|
|
|
Liabilities directly associated with disposal group held for sale (ii)
|
-
|
-
|
653,204
|
651,812
|
|
|
|
|
|
|
03/31/2017
|
03/31/2016
|
03/31/2017
|
03/31/2016
|
|
|
|
|
|
Reversal of impairment loss
|
215,440
|
-
|
215,440
|
-
|
Portion related to payable for sale of shares
|
(107,720)
|
-
|
(107,720)
|
-
|
Impairment loss on Tenda’s profit or loss
|
(18,940)
|
-
|
(18,940)
|
-
|
Tenda’s profit or loss (ii)
|
18,940
|
4,794
|
18,940
|
5,930
|
Profit or loss of discontinued operations
|
107,720
|
4,794
|
107,720
|
5,930
|
|
(i) The measurement of disposal group held for sale at the lower of the carrying value and the fair value less cost to sell. As of March 31, 2017, the fair value of disposal group held for sale was adjusted, considering the weighted average price per share for exercising preemptive rights at R$12.12 (R$8.13 per share as of December 31, 2016, according to the agreement).
(ii) The amounts of disposal group held for sale, liabilities directly associated with disposal group held for sale, and profit or loss of discontinued operations, net of the eliminations related to intercompany transactions.
As of March 31, 2017, the Company carried out the remeasurement of the fair value of the disposal group held for sale, related to Construtora Tenda S.A., considering the weighted average value per share for exercising preemptive rights traded over the period between March 17 and 31, 2017, as measurement basis, leading to the price of R$12.12 per share, and, accordingly, valuing Construtora Tenda S.A. at R$754,460 (R$539,020 in 2016).
The remeasurement of the fair value of the disposal group held for sale is required by CPC 31 – Non-current Assets Held for Sale and Discontinued Operations, with changes recognized in gains or losses on discontinued operations, as well as by ICPC 07 – Distributions of Non-cash Assets to Owners, requires the adjustment of non-cash dividends related to the capital decrease at fair value until its settlement, with changes recognized in equity, as mentioned in Note 18.1.
Additionally, as of March 31, 2017, the Company recognized an "payable for sale of shares" in the amount of R$107,720, related to the obligation of selling 50% of the shares of Construtora Tenda S.A at the price of R$ 8.13 per share, with changes recognized in profit or loss of discontinued operations, to reflect the difference between the fair value of the disposal group held for sale and the actual sale price.
Gafisa S.A.
Notes to the quarterly information
March 31, 2017
(
Amounts in thousands of Brazilian Reais, except as otherwise stated
)
8.
Assets held for sale
--Continued
8.2 Disposal group held for sale and profit or loss of discontinued operations
--Continued
For purposes of compliance with paragraph 38 of CPC 31 – Non-current Asset Held for Sale and Discontinued Operations, the Company presents below the main classes of assets and liabilities classified as held for sale of the subsidiary Tenda as of March 31, 2017 and December 31, 2016, after eliminations of consolidation items, as follows:
Assets
|
03/31/2017
|
12/31/2016
|
|
Liabilities
|
03/31/2017
|
12/31/2016
|
Current assets
|
|
|
|
Current liabilities
|
|
|
Cash and cash equivalents
|
45,515
|
28,414
|
|
Loans and financing
|
66,765
|
41,333
|
Short-term investments
|
238,768
|
195,073
|
|
Payables for purchase of properties and advance from customers
|
134,632
|
131,280
|
Trade accounts receivable
|
286,941
|
250,474
|
|
Properties for sale
|
526,329
|
563,576
|
|
Other payables
|
110,412
|
150,663
|
Land for sale
|
77,954
|
75,227
|
|
|
|
|
Other current assets
|
110,966
|
104,606
|
|
|
|
|
Total current assets
|
1,286,473
|
1,217,370
|
|
Total current liabilities
|
311,809
|
323,276
|
Non-current
|
|
|
|
Non-current liabilities
|
|
|
Trade accounts receivable
|
180,523
|
176,673
|
|
Loans and financing
|
106,667
|
93,661
|
Properties for sale
|
250,455
|
211,711
|
|
Payables for purchase of properties and advance from customers
|
106,763
|
104,343
|
Other non-current assets
|
57,295
|
60,556
|
|
Investments
|
1,466
|
84,798
|
|
Provisions for legal claims
|
45,825
|
44,951
|
Property and equity and intangible assets
|
50,565
|
48,008
|
|
Other payables
|
82,140
|
85,581
|
Total non-current assets
|
540,304
|
581,746
|
|
Total non-current liabilities
|
341,395
|
328,536
|
|
|
|
|
|
|
|
Total assets
|
1,826,777
|
1,799,116
|
|
Total liabilities
|
653,204
|
651,812
|
|
|
|
|
|
|
|
The main lines of the statements of profit or loss and cash flows of the subsidiary Tenda are as follows:
Statement of profit or loss
|
|
03/31/2017
|
03/31/2016
|
|
Cash flow
|
03/31/2017
|
03/31/2016
|
|
|
|
|
|
|
|
|
Net operating revenue
|
|
324,687
|
234,552
|
|
Operating activities
|
33,455
|
64,959
|
Operating costs
|
|
(217,372)
|
(165,807)
|
|
Investing activities
|
(51,044)
|
(24,100)
|
Operating expenses, net
|
|
(81,099)
|
(52,508)
|
|
Financing activities
|
34,690
|
40,059
|
Depreciation and amortization
|
|
(3,272)
|
(3,190)
|
|
|
|
|
Income from equity method investments
|
|
89
|
470
|
|
|
|
|
Financial income (expenses)
|
|
(663)
|
(1,897)
|
|
|
|
|
Income tax and social contribution
|
|
(4,533)
|
(6,755)
|
|
|
|
|
|
|
17,837
|
4,865
|
|
|
|
|
Non-controlling interests
|
|
(1,103)
|
71
|
|
|
|
|
Net income for the year
|
|
18,940
|
4,794
|
|
|
|
|
The other explanations related to this note were not subject to significant changes in relation to the disclosures in Note 8 to the financial statements as of December 31,
2016.
Gafisa S.A.
Notes to the quarterly information
March 31, 2017
(
Amounts in thousands of Brazilian Reais, except as otherwise stated
)
9.
Investments in subsidiaries and jointly controlled investees
(i)
Ownership interest
(a)
Information on subsidiaries and jointly-controlled investees
|
|
|
|
|
|
|
|
|
|
|
Company
|
Consolidated
|
|
|
Interest in capital
- %
|
Total assets
|
Total liabilities
|
Equity and advance for future capital increase
|
Profit (loss) for the period
|
Investments
|
Income from equity method investments
|
Investments
|
Income from equity method investments
|
Direct investees
|
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
03/31/2017
|
03/31/2017
|
12/31/2016
|
|
03/31/2017
|
03/31/2016
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
03/31/2016
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
03/31/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alphaville Urbanismo S.A
|
-
|
30%
|
30%
|
2,541,247
|
2,048,041
|
493,206
|
596,620
|
|
(103,414)
|
36,268
|
147,962
|
178,986
|
(31,024)
|
10,880
|
147,962
|
178,986
|
(31,024)
|
10,880
|
Gafisa SPE 26 Ltda.
|
-
|
100%
|
100%
|
168,134
|
1,999
|
166,135
|
166,487
|
|
(352)
|
(193)
|
166,135
|
166,487
|
(352)
|
(193)
|
-
|
-
|
-
|
-
|
Gafisa SPE- 130 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
126,813
|
52,070
|
74,743
|
82,572
|
|
(7,829)
|
1,918
|
74,743
|
82,572
|
(7,829)
|
1,918
|
-
|
-
|
-
|
-
|
Gafisa SPE-111 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
66,159
|
3,840
|
62,319
|
62,511
|
|
(192)
|
(9,211)
|
62,319
|
62,511
|
(192)
|
(9,211)
|
-
|
-
|
-
|
-
|
Gafisa SPE-116 Emp. Imob. Ltda.
|
(a)
|
50%
|
50%
|
194,931
|
72,603
|
122,328
|
120,794
|
|
1,534
|
6,278
|
61,164
|
60,397
|
767
|
3,139
|
61,164
|
60,397
|
767
|
3,139
|
Maraville Gafsa SPE Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
92,985
|
33,866
|
59,119
|
57,379
|
|
1,740
|
1,718
|
59,119
|
57,379
|
1,740
|
1,718
|
-
|
-
|
-
|
-
|
Gafisa SPE-89 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
58,127
|
5,421
|
52,706
|
52,713
|
|
(7)
|
(2,780)
|
52,706
|
52,713
|
(7)
|
(2,780)
|
-
|
-
|
-
|
-
|
Gafisa SPE - 122 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
122,069
|
72,623
|
49,446
|
49,632
|
|
(187)
|
4,108
|
49,446
|
49,632
|
(187)
|
4,108
|
-
|
-
|
-
|
-
|
Gafisa SPE - 127 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
46,953
|
730
|
46,223
|
46,413
|
|
(190)
|
292
|
46,223
|
46,413
|
(190)
|
292
|
-
|
-
|
-
|
-
|
Gafisa SPE-51 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
49,080
|
3,096
|
45,984
|
45,849
|
|
135
|
(414)
|
45,984
|
45,849
|
135
|
(414)
|
-
|
-
|
-
|
-
|
Gafisa SPE - 121 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
46,577
|
1,981
|
44,596
|
44,968
|
|
(371)
|
(1,149)
|
44,596
|
44,968
|
(371)
|
(1,149)
|
-
|
-
|
-
|
-
|
Gafisa SPE 72 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
44,352
|
460
|
43,892
|
43,832
|
|
60
|
(9)
|
43,892
|
43,832
|
60
|
(9)
|
-
|
-
|
-
|
-
|
Gafisa SPE-110 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
41,330
|
1,086
|
40,244
|
40,178
|
|
66
|
(186)
|
40,244
|
40,178
|
66
|
(186)
|
-
|
-
|
-
|
-
|
Gafisa SPE - 120 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
38,197
|
714
|
37,483
|
37,520
|
|
(37)
|
1,280
|
37,483
|
37,520
|
(37)
|
1,280
|
-
|
-
|
-
|
-
|
Manhattan Square Em. Im. Res. 02 Ltda
|
-
|
100%
|
100%
|
36,059
|
110
|
35,949
|
35,949
|
|
-
|
-
|
35,949
|
35,949
|
-
|
-
|
-
|
-
|
-
|
-
|
SPE Parque Ecoville Emp. Imob.
Ltda
|
-
|
100%
|
100%
|
42,421
|
7,748
|
34,673
|
34,746
|
|
(73)
|
10
|
34,673
|
34,746
|
(73)
|
10
|
-
|
-
|
-
|
-
|
Gafisa SPE-104 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
118,479
|
86,976
|
31,503
|
30,945
|
|
558
|
(429)
|
31,503
|
30,945
|
558
|
(429)
|
-
|
-
|
-
|
-
|
Gafisa SPE-107 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
29,567
|
36
|
29,531
|
29,529
|
|
2
|
88
|
29,531
|
29,529
|
2
|
88
|
-
|
-
|
-
|
-
|
Gafisa SPE- 129 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
28,751
|
881
|
27,870
|
29,539
|
|
(1,668)
|
1,375
|
27,870
|
29,539
|
(1,668)
|
1,375
|
-
|
-
|
-
|
-
|
Gafisa SPE-41 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
26,581
|
8
|
26,573
|
26,568
|
|
5
|
34
|
26,573
|
26,568
|
5
|
34
|
-
|
-
|
-
|
-
|
Verdes Pracas Incorp. Imob. SPE Ltda.
|
-
|
100%
|
100%
|
26,257
|
40
|
26,217
|
25,929
|
|
289
|
5
|
26,217
|
25,929
|
289
|
5
|
-
|
-
|
-
|
-
|
Gafisa e Ivo Rizzo SPE-47 Em. Im.
Ltda.
|
(a)
|
80%
|
80%
|
32,485
|
276
|
32,209
|
32,151
|
|
1
|
1
|
25,767
|
25,721
|
1
|
1
|
25,767
|
25,721
|
1
|
1
|
Gafisa SPE-112 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
21,944
|
111
|
21,833
|
21,834
|
|
-
|
-
|
21,833
|
21,834
|
-
|
-
|
-
|
-
|
-
|
-
|
Gafisa SPE-134 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
43,976
|
23,021
|
20,955
|
20,709
|
|
246
|
(672)
|
20,955
|
20,709
|
246
|
(672)
|
-
|
-
|
-
|
-
|
Gafisa SPE - 126 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
22,586
|
2,611
|
19,975
|
20,373
|
|
(398)
|
(208)
|
19,975
|
20,373
|
(398)
|
(208)
|
-
|
-
|
-
|
-
|
Manhattan Square Em. Im. Com. 02 Ltda
|
-
|
100%
|
100%
|
17,958
|
-
|
17,958
|
17,958
|
|
-
|
-
|
17,958
|
17,958
|
-
|
-
|
-
|
-
|
-
|
-
|
Gafisa SPE 46 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
17,975
|
316
|
17,659
|
17,912
|
|
(253)
|
31
|
17,659
|
17,912
|
(253)
|
31
|
-
|
-
|
-
|
-
|
Edsp 88 Participações S.A.
|
-
|
100%
|
100%
|
29,002
|
12,543
|
16,459
|
16,068
|
|
391
|
(28)
|
16,459
|
16,068
|
391
|
(28)
|
-
|
-
|
-
|
-
|
Gafisa SPE 30 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
18,026
|
1,656
|
16,370
|
16,358
|
|
12
|
33
|
16,370
|
16,358
|
12
|
33
|
-
|
-
|
-
|
-
|
Gafisa SPE-92 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
15,782
|
118
|
15,664
|
15,645
|
|
19
|
117
|
15,664
|
15,645
|
19
|
117
|
-
|
-
|
-
|
-
|
Gafisa SPE-106 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
15,611
|
6
|
15,605
|
15,606
|
|
-
|
(11)
|
15,605
|
15,606
|
-
|
(11)
|
-
|
-
|
-
|
-
|
Diodon Participações Ltda
|
-
|
100%
|
100%
|
15,221
|
312
|
14,909
|
14,914
|
|
(5)
|
49
|
14,909
|
14,914
|
(5)
|
49
|
-
|
-
|
-
|
-
|
Sitio Jatiuca Emp. Imob. SPE Ltda
|
(a)
|
50%
|
50%
|
32,429
|
3,687
|
28,742
|
38,185
|
|
(9,444)
|
621
|
14,371
|
19,092
|
(4,722)
|
311
|
14,371
|
19,092
|
(4,722)
|
311
|
Parque Arvores Empr. Imob. Ltda.
|
(a)(c)
|
50%
|
50%
|
32,730
|
5,358
|
27,372
|
26,616
|
|
756
|
(340)
|
13,686
|
13,308
|
378
|
(164)
|
13,686
|
13,308
|
378
|
(164)
|
Gafisa SPE 33 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
13,601
|
-
|
13,601
|
13,559
|
|
42
|
(417)
|
13,601
|
13,559
|
42
|
(417)
|
-
|
-
|
-
|
-
|
Gafisa SPE 71 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
12,971
|
354
|
12,617
|
13,763
|
|
(1,146)
|
61
|
12,617
|
13,763
|
(1,146)
|
61
|
-
|
-
|
-
|
-
|
Varandas Grand Park Emp. Im. SPE Ltda
|
(a)(c)
|
50%
|
50%
|
82,929
|
57,905
|
25,024
|
25,826
|
|
(802)
|
(769)
|
12,512
|
12,913
|
(401)
|
92
|
12,512
|
12,913
|
(401)
|
92
|
Gafisa SPE 65 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
12,046
|
315
|
11,731
|
11,716
|
|
15
|
36
|
11,731
|
11,716
|
15
|
36
|
-
|
-
|
-
|
-
|
Blue I SPE -Plan. Pr. Inco. e Venda Ltda.
|
-
|
100%
|
100%
|
10,971
|
7
|
10,964
|
10,969
|
|
(4)
|
2
|
10,964
|
10,969
|
(4)
|
2
|
-
|
-
|
-
|
-
|
Gafisa SPE- 132 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
30,475
|
19,986
|
10,489
|
10,855
|
|
(367)
|
(65)
|
10,489
|
10,856
|
(367)
|
(65)
|
-
|
-
|
-
|
-
|
Fit 13 Spe Empr. Imob. Ltda.
|
(b)
|
50%
|
50%
|
23,379
|
2,543
|
20,836
|
20,892
|
|
(56)
|
130
|
10,418
|
10,446
|
(28)
|
65
|
10,418
|
10,446
|
(28)
|
-
|
Gafisa SPE - 123 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
22,898
|
13,634
|
9,264
|
11,969
|
|
(2,705)
|
(1,655)
|
9,264
|
11,969
|
(2,705)
|
(1,655)
|
-
|
-
|
-
|
-
|
Atins Emp. Imob.s Ltda.
|
(a)
|
50%
|
50%
|
25,573
|
7,245
|
18,328
|
18,201
|
|
126
|
(174)
|
9,164
|
9,101
|
63
|
(87)
|
9,164
|
9,101
|
63
|
(87)
|
Gafisa SPE 36 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
9,339
|
454
|
8,885
|
8,930
|
|
(45)
|
29
|
8,885
|
8,930
|
(45)
|
29
|
-
|
-
|
-
|
-
|
Gafisa SPE-81 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
10,851
|
2,147
|
8,704
|
8,718
|
|
(14)
|
(64)
|
8,704
|
8,718
|
(14)
|
(64)
|
-
|
-
|
-
|
-
|
Gafisa S.A.
Notes to the quarterly information
March 31, 2017
(
Amounts in thousands of Brazilian Reais, except as otherwise stated
)
9.
Investments in subsidiaries and jointly controlled investees
--Continued
(i)
Ownership interest
--Continued
(a)
Information on subsidiaries and jointly-controlled investees
--Continued
|
|
|
|
|
|
|
|
|
|
|
Company
|
Consolidated
|
|
|
Interest in capital
- %
|
Total assets
|
Total liabilities
|
Equity and advance for future capital increase
|
Profit (loss) for the period
|
Investments
|
Income from e
quity method investments
|
Investments
|
Income from equity method investments
|
Direct investees
|
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
03/31/2017
|
03/31/2017
|
12/31/2016
|
|
03/31/2017
|
03/31/2016
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
03/31/2016
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
03/31/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gafisa SPE-38 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
7,958
|
5
|
7,953
|
7,954
|
|
(1)
|
(1)
|
7,953
|
7,954
|
(1)
|
(1)
|
-
|
-
|
-
|
-
|
Gafisa SPE-77 Emp. Imob. Ltda.
|
-
|
65%
|
65%
|
21,894
|
10,278
|
11,616
|
11,282
|
|
334
|
3,063
|
7,550
|
7,334
|
217
|
2,082
|
-
|
-
|
-
|
-
|
Città Ville SPE Emp. Imob. Ltda.
|
(b)
|
50%
|
50%
|
16,548
|
2,020
|
14,528
|
16,332
|
|
(1,804)
|
(106)
|
7,264
|
8,166
|
(902)
|
(53)
|
7,264
|
8,166
|
(902)
|
-
|
Gafisa SPE-109 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
7,271
|
115
|
7,156
|
7,155
|
|
1
|
(1)
|
7,156
|
7,155
|
1
|
(1)
|
-
|
-
|
-
|
-
|
Gafisa SPE-37 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
7,239
|
498
|
6,741
|
6,752
|
|
(11)
|
23
|
6,741
|
6,752
|
(11)
|
23
|
-
|
-
|
-
|
-
|
Gafisa SPE-90 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
9,225
|
2,753
|
6,472
|
6,472
|
|
-
|
-
|
6,472
|
6,472
|
-
|
-
|
-
|
-
|
-
|
-
|
Gafisa SPE-113 Emp. Imob. Ltda.
|
(a)
|
60%
|
60%
|
53,106
|
43,226
|
9,880
|
9,438
|
|
442
|
(3,915)
|
5,928
|
5,663
|
265
|
(2,349)
|
5,928
|
5,663
|
265
|
(2,349)
|
Parque Aguas Empr. Imob. Ltda.
|
(a)(c)
|
50%
|
50%
|
14,630
|
3,212
|
11,418
|
11,317
|
|
102
|
482
|
5,709
|
5,658
|
51
|
47
|
5,709
|
5,658
|
51
|
47
|
Performance Gafisa General Severiano Ltda
|
(a)
|
50%
|
0%
|
27,337
|
16,325
|
11,012
|
10,802
|
|
144
|
-
|
5,506
|
5,401
|
72
|
-
|
5,506
|
5,401
|
72
|
-
|
Gafisa SPE-87 Emp. Imob. Ltda.
|
-
|
100%
|
100%
|
5,729
|
483
|
5,246
|
5,254
|
|
(8)
|
(20)
|
5,246
|
5,254
|
(8)
|
(20)
|
-
|
-
|
-
|
-
|
Gafisa Vendas Interm. Imob. Ltda
|
-
|
100%
|
100%
|
13,376
|
10,984
|
2,392
|
5,795
|
|
(3,403)
|
-
|
2,392
|
5,795
|
(3,403)
|
-
|
-
|
-
|
-
|
-
|
OCPC01 Adjustment – capitalized interests
|
(d)
|
|
|
-
|
-
|
-
|
-
|
|
-
|
-
|
29,163
|
34,111
|
(4,948)
|
(428)
|
-
|
-
|
-
|
-
|
Other (*)
|
-
|
|
|
184,709
|
74,604
|
110,105
|
110,077
|
|
218
|
289
|
68,604
|
67,923
|
665
|
(646)
|
28,233
|
27,615
|
607
|
718
|
Subtotal
|
|
|
|
4,884,849
|
2,713,437
|
2,171,412
|
2,299,030
|
|
(127,548)
|
35,524
|
1,659,576
|
1,714,718
|
(55,231)
|
6,586
|
347,684
|
382,467
|
(34,873)
|
12,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indirect investees Gafisa:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Saí Amarela S.A.
|
(a)
|
50%
|
50%
|
1,941
|
49
|
1,892
|
1,943
|
|
(112)
|
32
|
-
|
-
|
-
|
-
|
915
|
971
|
(56)
|
16
|
Gafisa SPE-51 Emp. Imob. Ltda.
|
(a)
|
60%
|
60%
|
1,429
|
119
|
1,310
|
1,296
|
|
14
|
(134)
|
-
|
-
|
-
|
-
|
786
|
777
|
9
|
(81)
|
Other (*)
|
|
|
|
203
|
30
|
172
|
168
|
|
3
|
2
|
-
|
-
|
-
|
-
|
14,138
|
14,367
|
(105)
|
(2)
|
Indirect jointly-controlled investees Gafisa
|
|
|
|
3,573
|
198
|
3,374
|
3,407
|
|
(95)
|
(100)
|
-
|
-
|
-
|
-
|
15,839
|
16,115
|
(152)
|
(67)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
|
4,888,422
|
2,713,635
|
2,174,786
|
2,302,437
|
|
(127,643)
|
35,424
|
1,659,576
|
1,714,718
|
(55,231)
|
6,586
|
363,523
|
398,582
|
(35,025)
|
12,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill on acquisition of subsidiaries
|
-
|
|
|
|
|
|
|
|
|
|
25,476
|
25,476
|
-
|
-
|
25,476
|
25,476
|
-
|
-
|
Goodwill based on inventory surplus
|
-
|
|
|
|
|
|
|
|
|
|
462
|
462
|
-
|
-
|
-
|
-
|
-
|
-
|
Addition to remeasurement of investment in associate
|
(e)
|
|
|
|
|
|
|
|
|
|
375,853
|
375,853
|
-
|
-
|
375,853
|
375,853
|
-
|
-
|
Total investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,061,367
|
2,116,509
|
(55,231)
|
6,586
|
764,852
|
799,911
|
(35,025)
|
12,521
|
(*)Includes companies with investment balances below
R$ 5,000.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gafisa S.A.
Notes to the quarterly information
March 31, 2017
(
Amounts in thousands of Brazilian Reais, except as otherwise stated
)
9.
Investments in subsidiaries and jointly controlled investees
--Continued
(i)
Ownership interest
--Continued
(a)
Information on subsidiaries and jointly-controlled investees
--Continued
|
|
|
|
|
|
|
|
|
|
Company
|
Consolidated
|
|
Interest in capital
- %
|
Total assets
|
Total liabilities
|
Equity and advance for future capital increase
|
Profit (loss) for the period
|
Investments
|
Income from equity method investments
|
Investments
|
Income from equity method investments
|
Direct investees
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
03/31/2017
|
03/31/2017
|
12/31/2016
|
|
03/31/2017
|
03/31/2016
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
03/31/2016
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
03/31/2016
|
Provision for net capital deficiency (f):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gafisa SPE 69 Emp. Imob. Ltda.
|
100%
|
100%
|
-
|
394
|
(394)
|
(270)
|
|
(124)
|
(119)
|
(394)
|
(270)
|
(124)
|
(119)
|
-
|
-
|
-
|
-
|
Gafisa SPE-84 Emp. Imob. Ltda.
|
100%
|
100%
|
36
|
103
|
(66)
|
(54)
|
|
(12)
|
(30)
|
(66)
|
(54)
|
(12)
|
(30)
|
-
|
-
|
-
|
-
|
Gafisa SPE 80 Emp. Imob. Ltda.
|
100%
|
100%
|
-
|
15
|
(14)
|
(14)
|
|
-
|
-
|
(14)
|
(14)
|
-
|
-
|
-
|
-
|
-
|
-
|
Other (*)
|
|
|
-
|
5
|
(7)
|
(5)
|
|
(2)
|
(2,199)
|
(7)
|
(5)
|
(4)
|
(1,154)
|
-
|
-
|
(134)
|
674
|
Total provision for net capital deficiency
|
|
|
36
|
517
|
(481)
|
(343)
|
|
(138)
|
(2,348)
|
(481)
|
(343)
|
(140)
|
(1,303)
|
-
|
-
|
(134)
|
674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Income from equity method investments
|
|
|
|
|
|
|
|
|
|
|
|
(55,371)
|
5,283
|
|
|
(35,159)
|
13,195
|
(*)Includes companies with investment balances below
R$ 5,000.
(a)
Jointly-controlled entities.
(b)
Jointly-controlled entity with the subsidiary Tenda.
(c)
The Company recorded expense of R$142 in Income from equity method investments for the period ended March 31,2017 related to the recognition, by jointly-controlled entities, of prior year adjustments, in accordance with the ICPC09 (R2) – Individual, Separate and Consolidated Financial Statements and the Equity Method of Accounting.
(d)
Charges of the Company not appropriated to the profit or loss of subsidiaries, as required by paragraph 6 of OCPC01.
(e)
Amount related to the goodwill arising from the remeasurement of the portion of the remaining investment of 30% in the associate AUSA, in the amount of R$375,853, arising from the sale of control over the entity.
(f)
The provision for net capital deficiency is recorded in the heading “Other payables” (Note 15).
(b)
Change in investments
|
|
|
|
|
|
Company
|
Consolidated
|
|
|
|
|
Balance at December 31, 2016
|
|
2,116,509
|
799,911
|
Income from equity method investments
|
|
(55,231)
|
(35,025)
|
Capital contribution (decrease)
|
|
354
|
354
|
Dividends receivable
|
|
-
|
(123)
|
Other investments
|
|
(265)
|
(265)
|
Balance at March 31, 2017
|
|
2,061,367
|
764,852
|
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
10
.
Property and equipment
|
|
Company
|
Consolidated
|
|
Type
|
12/31/2016
|
Addition
|
Write-off
|
100% depreciated items
|
03/31/2017
|
12/31/2016
|
Addition
|
Write-off
|
100% depreciated items
|
03/31/2017
|
Cost
|
|
|
|
|
|
|
|
|
|
|
Hardware
|
13,111
|
741
|
(19)
|
(331)
|
13,502
|
13,140
|
742
|
(19)
|
(332)
|
13,531
|
Leasehold improvements and installations
|
6,261
|
132
|
-
|
-
|
6,393
|
6,558
|
132
|
-
|
(235)
|
6,455
|
Furniture and fixtures
|
675
|
-
|
-
|
-
|
675
|
978
|
-
|
-
|
(13)
|
965
|
Machinery and equipment
|
2,640
|
-
|
-
|
-
|
2,640
|
2,639
|
-
|
-
|
-
|
2,639
|
Sales stands
|
12,527
|
438
|
-
|
(1,160)
|
11,805
|
15,974
|
756
|
-
|
(1,160)
|
15,570
|
|
35,214
|
1,311
|
(19)
|
(1,491)
|
35,015
|
39,289
|
1,630
|
(19)
|
(1,740)
|
39,160
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
|
|
|
Hardware
|
(5,516)
|
(674)
|
19
|
331
|
(5,840)
|
(5,481)
|
(685)
|
19
|
332
|
(5,815)
|
Leasehold improvements and installations
|
(2,903)
|
(367)
|
-
|
-
|
(3,270)
|
(3,128)
|
(410)
|
-
|
235
|
(3,303)
|
Furniture and fixtures
|
(350)
|
(17)
|
-
|
-
|
(367)
|
(612)
|
(24)
|
-
|
13
|
(623)
|
Machinery and equipment
|
(1,608)
|
(66)
|
-
|
-
|
(1,674)
|
(1,608)
|
(66)
|
-
|
-
|
(1,674)
|
Sales stands
|
(3,117)
|
(2,159)
|
-
|
1,160
|
(4,116)
|
(4,483)
|
(2,286)
|
-
|
1,160
|
(5,609)
|
|
(13,494)
|
(3,283)
|
19
|
1,491
|
(15,267)
|
(15,312)
|
(3,471)
|
19
|
1,740
|
(17,024)
|
|
|
|
|
|
|
|
|
|
|
|
Total property and equipment
|
21,720
|
(1,972)
|
-
|
-
|
19,748
|
23,977
|
(1,841)
|
-
|
-
|
22,136
|
The other explanations related to this note were not subject to significant changes in relation to the disclosures in Note 10 to the financial statements as of December 31,
2016.
11. Intangible assets
|
|
Company
|
|
12/31/2016
|
|
|
|
03/31/2017
|
|
Balance
|
Addition
|
Write-down / amortization
|
100% amortized items
|
Balance
|
|
|
|
|
|
|
Software – Cost
|
65,290
|
1,276
|
-
|
4,575
|
71,141
|
Software – Depreciation
|
(42,820)
|
-
|
(3,132)
|
(4,575)
|
(50,527)
|
Other
|
5,308
|
528
|
(2,074)
|
-
|
3,762
|
Total intangible assets
|
27,778
|
1,804
|
(5,206)
|
-
|
24,376
|
|
|
|
|
|
|
Consolidated
|
|
12/31/2016
|
|
|
|
03/31/2017
|
|
Balance
|
Addition
|
Write-down / amortization
|
100% amortized items
|
Balance
|
|
|
|
|
|
|
Software – Cost
|
66,023
|
1,458
|
-
|
4,581
|
72,062
|
Software – Amortization
|
(43,102)
|
-
|
(3,163)
|
(4,581)
|
(50,846)
|
Other
|
5,307
|
528
|
(2,074)
|
-
|
3,761
|
Total intangible assets
|
28,228
|
1,986
|
(5,237)
|
-
|
24,977
|
|
|
|
|
|
|
|
|
The other explanations related to this note were not subject to
significant
changes in relation to the disclosures in Note
11
to the financial statements as of December 31
, 2016.
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
12.
Loans and financing
|
|
|
Company
|
Consolidated
|
Type
|
Maturity
|
Annual interest rate
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
|
|
National Housing System - SFH /SFI
|
April 2017 to
August 2021
|
8.30% to 14.00% + TR
120% and 129% of CDI
|
800,274
|
842,678
|
970,370
|
1,022,038
|
Certificate of Bank Credit - CCB
|
June 2017 to
March 2021
|
125% of CDI
0.59%/ 3%/ 3.95/ 4.25%+CDI
INCC
|
165,256
|
164,252
|
165,256
|
164,262
|
Total loans and financing (Note 20.i.d, 20.ii.a and 20.iii)
|
965.530
|
1.006.930
|
1,135,626
|
1,186,300
|
|
|
|
|
|
|
|
Current portion
|
|
|
602,058
|
574,733
|
650,152
|
604,795
|
Current portion – reclassification for non-fulfillment of covenant
|
|
-
|
65,000
|
-
|
65,000
|
Current portion
|
|
|
602,058
|
639,733
|
650,152
|
669,795
|
Non-current portion
|
|
|
363,472
|
367,197
|
485,474
|
516,505
|
The maturities of the current and non-current installments are as follows:
|
Company
|
|
Consolidated
|
Maturity
|
03/31/2017
|
12/31/2016
|
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
|
2017
|
444,205
|
639,733
|
|
453,925
|
669,795
|
2018
|
392,650
|
354,770
|
|
477,162
|
422,523
|
2019
|
128,280
|
10,937
|
|
172,254
|
59,763
|
2020
|
395
|
1,490
|
|
25,187
|
27,126
|
2021 onwards
|
-
|
-
|
|
7,098
|
7,093
|
|
965,530
|
1,006,930
|
|
1,135,626
|
1,186,300
|
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 debt, and may require the acceleration or refinancing of loans if the Company does not fulfill such covenants. The ratios and minimum and maximum amounts required under such restrictive covenants as of March 31, 2017 and December 31, 2016 are disclosed in Note 13.
The following table shows the summary of financial expenses and charges and the capitalized rate in the account “properties for sale”.
|
Company
|
Consolidated
|
|
03/31/2017
|
03/31/2016
|
03/31/2017
|
03/31/2016
|
|
|
|
|
|
Total financial charges for the period
|
53,878
|
59,851
|
63,341
|
70,110
|
Capitalized financial charges
|
(17,637)
|
(49,129)
|
(33,269)
|
(59,388)
|
|
|
|
|
|
Subtotal (Note 24)
|
36,241
|
10,722
|
30,072
|
10,722
|
|
|
|
|
|
Financial charges included in “Properties for sale”:
|
|
|
|
|
|
|
|
|
|
Opening balance
|
329,651
|
287,806
|
343,231
|
299,649
|
Capitalized financial charges
|
17,637
|
49,129
|
33,269
|
59,388
|
Charges recognized in profit or loss (Note 23)
|
(21,874)
|
(26,048)
|
(37,975)
|
(32,523)
|
|
|
|
|
|
Closing balance
|
325,414
|
310,887
|
338,525
|
326,514
|
The other explanations related to this note were not subject to
significant
changes in relation to the disclosures in Note
12
to the financial statements as of December 31
, 2016.
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
13. Debentures
|
|
|
|
Company and Consolidated
|
Program/placement
|
Principal - R$
|
Annual interest
|
Final maturity
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
|
Seventh placement
|
300,000
|
TR + 10.38%
|
December 2017
|
311,202
|
302,363
|
Ninth placement (i)
|
75,435
|
CDI + 1.90%
|
July 2018
|
74,660
|
79,693
|
Tenth placement (ii)
|
55,000
|
IPCA + 8.22
|
January 2020
|
65,825
|
69,212
|
|
|
|
|
|
|
Total debentures (Note 20.i.d, 20.ii.a and
20.iii)
|
451.687
|
451.268
|
|
|
|
|
|
|
Current portion
|
|
|
|
335,317
|
314,139
|
Non-Current portion
|
|
|
|
116,370
|
137,129
|
In the period ended March 31, 2017, the Company made the following payments:
|
Face Value placement
|
Interest payable
|
Total amortization
|
(i)
|
4,958
|
2,970
|
7,928
|
(ii)
|
-
|
5,313
|
5,313
|
|
4,958
|
8,283
|
13,241
|
The maturities of current and non-current installments are as follows:
|
Company and Consolidated
|
Maturity
|
03/31/2017
|
12/31/2016
|
|
|
|
2017
|
312,722
|
314,139
|
2018
|
95,734
|
94,316
|
2019
|
21,612
|
21,404
|
2020
|
21,619
|
21,409
|
|
451,687
|
451,268
|
(A free translation of the original
report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly
information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
13. Debentures
--Continued
As of March 31, 2017 and December 31, 2016, the Company exceeded the
amount established in a restrictive covenant, as presented below, and for which
it has a waiver from the bank agreeing with the non-fulfillment of the net debt
for such periods. The ratios and minimum and maximum
amounts required under such restrictive covenants as of March 31, 2017 and December 31, 2016 are as follows:
|
03/31/2017
|
12/31/2016
|
Seventh
placement
|
|
|
Total
account receivable
(2)
plus inventory required to be below zero or
2.0 times over net debt less venture debt
(3)
|
44.76 times
|
53.98 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
|
4.40%
|
3.11%
|
Total
account receivable plus unappropriated income plus total inventory of
finished units required to be 1.5 time over the net debt plus payable for
purchase of properties plus unappropriated cost
|
2.00 times
|
2.15 times
|
|
|
|
Ninth placement
|
|
|
Total
account receivable
(2)
plus inventory required to be below zero or
2.0 times over net debt
|
2.28 times
|
2.34 times
|
Net
debt cannot exceed 100% of equity plus noncontrolling interests
|
86.44%
|
71.71%
|
|
|
|
Tenth placement
|
|
|
Total
account receivable
(2)
plus inventory
required to be below zero or 2.0 times over net debt less venture debt
(3)
|
44.76 times
|
53.98 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
|
4.40%
|
3.11%
|
|
|
|
Loans and financing
|
|
|
Net
debt cannot exceed 70% of equity plus noncontrolling interests
|
86.44%
|
71.71%
|
Total
accounts receivable
(2)
plus inventory required to be below zero or
2.0 times over venture debt
(3)
|
2.40 times
|
2.44 times
|
Total
account receivable
2)
plus
inventory of
completed units required to be below zero or 2.0 times over net debt
less venture debt
(3)
|
27.52 times
|
33.62 times
|
Total
debt, less venture debt, less cash and cash equivalents and
short-term investments
(1)
, cannot
exceed 75% of equity plus noncontrolling interests
|
4.40%
|
3.11%
|
|
|
|
(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.
The other explanations related to this note were not subject to
significant
changes in relation to the disclosures
in Note 13 to the financial statements as of December 31, 2016.
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian 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
|
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
Obligation CCI - June /2011
|
960
|
1,208
|
1,760
|
2,148
|
Obligation CCI - December /2011
|
1,222
|
1,405
|
1,222
|
1,471
|
Obligation CCI - July/2012
|
44
|
68
|
44
|
68
|
Obligation CCI - November /2012
|
-
|
-
|
4,170
|
4,651
|
Obligation CCI - December/2012
|
4,910
|
5,402
|
4,910
|
5,402
|
Obligation CCI - November/2013
|
1,611
|
1,666
|
4,222
|
4,307
|
Obligation CCI - November /2014
|
2,461
|
2,530
|
4,173
|
4,344
|
Obligation CCI - December /2015
|
7,199
|
8,005
|
14,538
|
15,988
|
Obligation CCI - March/2016
|
14,193
|
16,091
|
15,253
|
17,178
|
Obligation CCI - May/2016
|
10,441
|
11,481
|
13,168
|
14,407
|
Obligation CCI - August/2016
|
8,693
|
9,164
|
8,693
|
9,164
|
Obligation CCI - December /2016
|
17,908
|
18,343
|
18,494
|
18,948
|
Obligation CCI - March/2017 (Note 5)
|
21,379
|
-
|
21,513
|
-
|
Obligation FIDC
|
297
|
450
|
748
|
954
|
Total obligations assumed on assignment of receivables
(Note 20.ii.a)
|
91,318
|
75,813
|
112,908
|
99,030
|
|
|
|
|
|
Current portion
|
29,182
|
24,907
|
38,526
|
34,698
|
Non-current potion
|
62,136
|
50,906
|
74,382
|
64,332
|
The other explanations related to this note were not subject to significant changes in relation to the disclosures in Note 14 to the financial statements as of December 31,
2016.
15.
Other payables
|
|
Company
|
Consolidated
|
|
2012
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
|
Cancelled contract payable
|
2.363
|
22,856
|
13,347
|
33,855
|
26,255
|
Warranty provision
|
28.345
|
27,967
|
29,568
|
27,967
|
29,568
|
PIS and COFINS in long term (deferred and payable)
|
21.772
|
5,224
|
6,282
|
9,488
|
8,739
|
Provision for net capital deficiency (Note 9 (f))
|
35.570
|
481
|
343
|
-
|
-
|
Long-term suppliers (Note 20.i.d)
|
|
2,756
|
2,274
|
4,504
|
4,046
|
Payables to venture partners (Note 20.i.d, 20.ii.a and 20.iii)
|
|
1,140
|
1,140
|
1,999
|
1,237
|
Share-based payment - Phantom Shares (Note 18.3)
|
|
3,673
|
2,596
|
3,673
|
2,596
|
Other liabilities
|
13.781
|
8,301
|
8,328
|
8,347
|
8,982
|
|
|
|
|
|
|
Total other payables
|
113.000
|
72,398
|
63,878
|
89,833
|
81,423
|
|
|
|
|
|
|
Current portion
|
90.953
|
60,744
|
50,660
|
76,307
|
69,921
|
Non-current portion
|
22.047
|
11,654
|
13,218
|
13,526
|
11,502
|
The other explanations related to this note were not subject to significant changes in relation to the disclosures in Note 15 to the financial statements as of December 31,
2016.
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
16.
Provisions for legal claims and commitments
In the period ended March 31, 2017, the changes in the provision are summarized as follows:
Company
|
Civil lawsuits
|
Tax proceedings
|
Labor claims
|
Total
|
Balance at December 31, 2016
|
98,050
|
3,124
|
57,168
|
158,342
|
Additional provision (Note 23)
|
10,077
|
-
|
6,572
|
16,649
|
Payment and reversal of provision not used
|
(8,101)
|
(12)
|
(5,000)
|
(13,113)
|
Balance at March 31, 2017
|
100,026
|
3,112
|
58,740
|
161,878
|
|
|
|
|
|
Current portion
|
60,673
|
1,002
|
19,976
|
81,651
|
Non-current portion
|
39,353
|
2,110
|
38,764
|
80,227
|
Consolidated
|
Civil lawsuits
|
Tax proceedings
|
Labor claims
|
Total
|
Balance at December 31, 2016
|
98,179
|
3,124
|
61,655
|
162,958
|
Additional provision (Note 23)
|
10,077
|
-
|
6,659
|
16,736
|
Payment and reversal of provision not used
|
(8,101)
|
(12)
|
(5,210)
|
(13,323)
|
Balance at March 31, 2017
|
100,155
|
3,112
|
63,104
|
166,371
|
|
|
|
|
|
Current portion
|
60,673
|
1,002
|
19,976
|
81,651
|
Non-current portion
|
39,482
|
2,110
|
43,128
|
84,720
|
(a)
Civil lawsuits, tax proceedings and labor claims
As of March 31, 2017, the Company and its subsidiaries have deposited in court the amount of R$75,259 (R$78,172 in 2016) in the Company’s statement, and R$78,125 (R$79,785 in 2016) in the consolidated statement (Note 7).
|
|
Company
|
Consolidated
|
|
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
|
Civil lawsuits
|
|
34,364
|
31,700
|
37,230
|
33,313
|
Tax proceedings
|
|
25,317
|
24,806
|
25,317
|
24,806
|
Labor claims
|
|
15,578
|
21,666
|
15,578
|
21,666
|
Total (Note 7)
|
|
75,259
|
78,172
|
78,125
|
79,785
|
(i)
Lawsuits in which likelihood of loss is rated as possible
As of March 31, 2017, the Company and its subsidiaries are aware of other claims and civil, labor and tax risks
. Based on the
history of probable lawsuits and the specific analysis of main claims
, the measurement of the claims with
likelihood of loss considered possible amounted to
R$272,890 (R$244,352 in 2016)
in the Company’s statement
and R$278,702 (R$249,153 in 2016)
in the consolidated statement
,
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 variation in the
volume of lawsuits with diluted amounts and review of the involved amounts
.
|
|
Company
|
Consolidated
|
|
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
|
Civil lawsuits
|
|
191,447
|
156,456
|
191,526
|
156,523
|
Tax proceedings
|
|
39,652
|
50,430
|
42,034
|
52,812
|
Labor claims
|
|
41,791
|
37,466
|
45,142
|
39,818
|
Total
|
|
272,890
|
244,352
|
278,702
|
249,153
|
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
16.
Provisions for legal claims and commitments
--Continued
(b)
Payables related to the completion of real estate developments
There was no material change in relation to the information disclosed in Note 16(i)(b) to the financial statements as of December 31, 2016.
(c)
Other commitments
In addition to the commitments mentioned in Notes 6, 12 and 13, the Company has commitments related to the rental of four commercial properties where its facilities are located, at a monthly cost of R$653 indexed to the IGP-M/FGV variation. The rental term is from one to eight years and there is a fine in case of contract cancellation corresponding to three-month rent or in proportion to the contract expiration time. The estimate of minimum future rent payments for commercial property rentals (cancellable leases) amounts to R$32,416 until the maturity of contracts, as follows.
|
Consolidated
|
Estimate of payment
|
03/31/2017
|
|
|
2017
|
2,677
|
2018
|
3,865
|
2019
|
4,427
|
2020
|
4,648
|
2021 onwards
|
16,799
|
|
32,416
|
The other explanations related to this note were not subject to significant changes in relation to the disclosures in Note
16
to the financial statements as of December 31,
2016.
17.
Payables for purchase of properties and advances from customers
|
|
Company
|
Consolidated
|
|
Maturity
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
|
Payables for purchase of properties
|
April 2017 to March 2021
|
97,057
|
96,888
|
115,904
|
118,257
|
Adjustment to present value
|
|
(7,958)
|
(8,167)
|
(8,932)
|
(9,469)
|
Advances from customers
|
|
|
|
|
|
Development and sales
|
|
23,892
|
24,295
|
32,934
|
35,024
|
Barter transaction - Land
|
|
121,629
|
123,817
|
148,269
|
151,885
|
Total payables for purchase of properties and advances from customers (Note 20.i.d and 20.ii.a)
|
234,620
|
236,833
|
288,175
|
295,697
|
|
|
|
|
|
|
Current portion
|
|
139,796
|
146,522
|
194,283
|
205,388
|
Non-current portion
|
|
94,824
|
90,311
|
93,892
|
90,309
|
The current and non-current portions fall due as follows:
|
Company
|
|
Consolidated
|
Maturity
|
03/31/2017
|
12/31/2016
|
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
|
2017
|
128,749
|
146,522
|
|
167,784
|
205,388
|
2018
|
80,135
|
71,121
|
|
94,784
|
71,119
|
2019
|
10,016
|
9,243
|
|
9,887
|
9,243
|
2020
|
9,271
|
8,116
|
|
9,271
|
8,116
|
2021 onwards
|
6,449
|
1,831
|
|
6,449
|
1,831
|
|
234,620
|
236,833
|
|
288,175
|
295,697
|
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
18.
Equity
18.1. Capital
As resolved in the Extraordinary Shareholder’s Meeting held on February 20, 2017, the reverse split of the totality of common shares issued by the Company was carried out on March 23, 2017, at the ratio of 13.483023074 to 1, thus the 378,066,162 common shares issued by the Company started to represent 28,040,162 common shares, all registered and with no par value. Accordingly, all information related to the number of shares was retroactively adjusted to reflect such reverse split of shares.
As of March 31, 2017, the Company's authorized and paid-in capital amounts to R$2,521,152 (R$2,740,662 as of December 31, 2016), represented in both periods by 28,040,162 registered common shares, with no par value, of which 1,046,226 (1,050,249 in 2016) 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 within the limit of 44,500,405 (forty four million five hundred thousand four hundred and five) common shares.
On February 20, 2017, the decrease in the Company’s capital was approved in the amount of R$219,510, without cancellation of shares, corresponding to 50% of Tenda’s capital for purposes of distribution to its shareholders (Notes 8.2 and 31 (ii)). In line with ICPC 07 – Distributions of Non-cash Assets to Owners, this amount is measured at the fair value of the assets to be distributed as of the respective base date, and is recorded in the line item "Distribution of non-cash assets to owners" in the amount of R$327,230, considering the adjustment of R$107,720 in the period ended March 31, 2017 (Note 8.2).
In the period ended March 31, 2017, the Company transferred 10,086 shares (68,814 in 2016), in the total amount of R$308 (R$2,149 in 2016) 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$311 (R$9 in 2016).
Treasury shares
|
|
|
Type
|
GFSA3
|
R$
|
%
|
Market value (*) R$ thousand
|
Carrying value R$ thousand
|
Acquisition date
|
Number (i)
|
Weighted average price
|
% - on shares outstanding
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
12/31/2016
|
11/20/2001
|
44,462
|
38.9319
|
0.17%
|
1,212
|
1,115
|
1,731
|
1,731
|
Changes in 2013:
|
|
|
|
|
|
|
|
Acquisition
|
1,372,096
|
51.9927
|
5.11%
|
37,390
|
34,410
|
71,339
|
71,339
|
Changes in 2014:
|
|
|
|
|
|
|
|
Acquisition
|
3,243,947
|
35.5323
|
12.09%
|
88,398
|
81,353
|
115,265
|
115,265
|
Transfer
|
(405,205)
|
43.3928
|
-1.51%
|
(11,042)
|
(10,162)
|
(17,583)
|
(17,583)
|
Cancellations
|
(2,039,086)
|
44.9677
|
-7.60%
|
(55,565)
|
(51,137)
|
(91,693)
|
(91,693)
|
Changes in 2015:
|
|
|
|
|
|
|
|
Acquisition
|
884,470
|
27.3124
|
3.30%
|
24,102
|
22,181
|
24,157
|
24,157
|
Transfer
|
(90,622)
|
33.3473
|
-0.34%
|
(2,469)
|
(2,272)
|
(3,022)
|
(3,022)
|
Cancellations
|
(2,225,020)
|
33.3543
|
-8.29%
|
(60,632)
|
(55,800)
|
(74,214)
|
(74,214)
|
Changes in 2016:
|
|
|
|
|
|
|
|
Acquisition
|
334,020
|
26.0254
|
1.25%
|
9,102
|
8,377
|
8,693
|
8,693
|
Transfer
|
(68,814)
|
31.2290
|
-0.26%
|
(1,875)
|
(1,726)
|
(2,149)
|
(2,149)
|
Changes in 2017:
|
|
|
|
|
|
|
|
Transfer
|
(10,086)
|
30.5367
|
-0.04%
|
(275)
|
-
|
(308)
|
-
|
Outstanding after reverse split
|
6,065
|
-
|
0.02%
|
-
|
-
|
-
|
-
|
|
1,046,226
|
30,7926
|
3.90%
|
28,344
|
26,339
|
32,216
|
32,524
|
(*) Market value calculated based on the closing share price on March 31, 2017 at R$27.25 (R$25.08 in 2016, adjusted after reverse split) not considering the effect of occasional volatilities.
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
18.
Equity
--Continued
18.1. Capital
--Continued
The Company holds shares in treasury acquired in 2001 in order to guarantee the performance of lawsuits.
The change in the number of outstanding shares is as follows:
|
Common shares - In thousands
|
Outstanding shares as of December 31, 2016
|
26,779
|
Outstanding after reverse split
|
(6)
|
Transfer related to the stock option plan
|
10
|
Shares held by the management members of the Company
|
43
|
Outstanding shares as of March 31, 2017
|
26,826
|
|
|
Weighted average shares outstanding (Note 27)
|
26,831
|
18.2. Stock option plan
Expenses for granting stocks recorded under the account “General and administrative expenses” (Note 23) in the periods ended March 31, 2017 and 2016:
|
Company and Consolidated
|
|
03/31/2017
|
03/31/2016
|
|
|
|
Equity-settled stock option plans
|
1,051
|
1,407
|
Phantom Shares
(Note 18.3)
|
1,077
|
484
|
Total option grant expenses (Note 23)
|
2,128
|
1,891
|
(i)
Gafisa
The Company has a total of five stock option plans comprising common shares, launched in 2012, 2013, 2014, 2015 and 2016 which follows 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 (essential condition to exercise the option), and expire six to ten years after the grant date.
The fair value of options is set on the grant date, and it is recognized as expense in profit or loss (as contra-entry to equity) during the vesting period of the plan, to the extent the services are provided by employees and management members.
Changes in the stock options outstanding in the period ended March 31, 2017 and year ended December 31, 2016, including their respective weighted average exercise prices, are as follows:
|
2017
|
2016
|
|
Number of options
|
Weighted average exercise price (Reais)
|
Number of options
|
Weighted average exercise price (Reais)
|
Options outstanding at the beginning of the year
|
957,358
|
28.50
|
870,975
|
24.69
|
Options granted
|
-
|
-
|
163,900
|
35.33
|
Options exercised (i)
|
(10,086)
|
30.86
|
(69,009)
|
(0.13)
|
Options forfeited
|
-
|
-
|
(8,508)
|
(0.13)
|
Options outstanding at the end of the period
|
947,272
|
28.50
|
957,358
|
28.50
|
(i)
In the period ended March 31, 2017, the amount received through exercised options was R$311 (R$9 in the year ended December 31, 2016).
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
18. Equity
--Continued
18.2. Stock option plan
--Continued
As of March 31, 2017, the stock options outstanding and exercisable are as follows:
Options outstanding
|
Options exercisable
|
Number of options
|
Weighted average remaining contractual life (years)
|
Weighted average exercise price (Reais)
|
Number of options
|
Weighted average exercise price (Reais)
|
947,272
|
2.67
|
28.50
|
406,278
|
30.91
|
|
|
|
|
|
During the period ended March 31, 2017, the Company did not grant any options in connection with its stock option plans comprising common shares (163,900 options granted in 2016).
18.3. Share-based payment – Phantom Shares
The Company has a total of two cash-settled share-based payment, with fixed terms and conditions, according to the plans approved by the Company, launched in 2015 and 2016.
As of March 31, 2017, the amount of R$3,673 (R$2,596 in 2016), related to the fair value of the phantom shares granted, is recognized in the heading “Other payables” (Note 15).
The other explanations related to this note were not subject to
significant
changes in relation to the disclosures in Note 18 to the financial statements as of December 31, 2016.
19.
Income tax and social contribution
(i)
Current income tax and social contribution
The reconciliation of the effective tax rate for the periods ended March 31, 2017 and 2016 is as follows:
|
Company
|
Consolidated
|
|
03/31/2017
|
03/31/2016
|
03/31/2017
|
03/31/2016
|
|
|
|
|
|
Profit (loss) before income tax and social contribution, and statutory interest
|
(157,117)
|
(55,793)
|
(155,721)
|
(52,291)
|
Income tax calculated at the applicable rate - 34%
|
53,420
|
18,970
|
52,945
|
17,779
|
Net effect of subsidiaries
and ventures
taxed by presumed profit
and Special Taxation Regime (RET)
|
-
|
-
|
(9,951)
|
(6,779)
|
Tax losses / tax loss carryforwards used
|
-
|
(971)
|
-
|
(1,015)
|
Income from equity method investments
|
(18,825)
|
1,796
|
(11,954)
|
4,486
|
Stock option plan
|
(357)
|
(478)
|
(357)
|
(478)
|
Other permanent differences
|
1,080
|
(6,036)
|
1,079
|
(6,036)
|
Charges on payables to venture partners
|
(134)
|
(279)
|
(157)
|
(106)
|
Tax benefits
recognized (
unrecognized
)
|
(35,184)
|
(15,230)
|
(32,951)
|
(13,841)
|
Total
|
-
|
(2,228)
|
(1,346)
|
(5,990)
|
|
|
|
|
|
Tax expenses - current
|
-
|
(2,228)
|
(1,346)
|
(6,954)
|
Tax income (expenses) - deferred
|
-
|
-
|
-
|
964
|
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
19.
Income tax and social contribution
--Continued
(ii)
Deferred income tax and social contribution
As of March 31, 2017 and December 31, 2016, deferred income tax and social contribution are from the following sources:
|
Company
|
Consolidated
|
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
12/31/2016
|
Assets
|
|
|
|
|
Provisions for legal claims
|
55,039
|
53,836
|
56,566
|
55,406
|
Temporary differences – PIS and COFINS deferred
|
10,653
|
11,302
|
10,652
|
11,333
|
Provisions for realization of non-financial assets
|
132,561
|
143,073
|
132,561
|
143,073
|
Temporary differences – CPC adjustment
|
21,709
|
24,044
|
21,709
|
24,044
|
Provision for impairment loss of asset held for sale
|
140,793
|
207,436
|
140,793
|
207,436
|
Other provisions
|
18,625
|
15,335
|
18,625
|
15,401
|
Income tax and social contribution loss carryforwards
|
149,365
|
114,730
|
160,703
|
129,163
|
Tax benefits of subsidiaries
|
49,174
|
49,174
|
49,174
|
49,174
|
|
577,919
|
618,930
|
590,783
|
635,030
|
|
|
|
|
|
Unrecognized deferred tax assets of disposal group held for sale
|
(140,793)
|
(207,436)
|
(140,793)
|
(207,436)
|
Unrecognized deferred tax assets of continuing operations
|
(271,031)
|
(235,847)
|
(283,895)
|
(250,944)
|
|
(411,824)
|
(443,283)
|
(424,688)
|
(458,380)
|
Liabilities
|
|
|
|
|
Negative goodwill
|
(92,385)
|
(92,385)
|
(92,385)
|
(92,385)
|
Temporary differences –CPC adjustment
|
(141,121)
|
(143,436)
|
(141,121)
|
(143,436)
|
Differences between income taxed on cash basis
and recorded on an accrual basis
|
(32,994)
|
(40,231)
|
(32,994)
|
(41,234)
|
|
(266,500)
|
(276,052)
|
(266,500)
|
(277,055)
|
|
|
|
|
|
Total net
|
(100,405)
|
(100,405)
|
(100,405)
|
(100,405)
|
The Company has income tax and social contribution loss carryforwards for offset in the following amounts:
|
Company
|
|
03/31/2017
|
|
12/31/2016
|
|
Income tax
|
Social contribution
|
Total
|
|
Income tax
|
Social contribution
|
Total
|
Balance of income tax and social contribution loss carryforwards
|
439,309
|
439,309
|
-
|
|
337,440
|
337,440
|
-
|
Deferred tax asset (25%/9%)
|
109,827
|
39,538
|
149,365
|
|
84,360
|
30,370
|
114,730
|
Recognized deferred tax asset
|
41,191
|
14,829
|
56,020
|
|
41,191
|
14,829
|
56,020
|
Unrecognized deferred tax asset
|
68,636
|
24,709
|
93,345
|
|
43,169
|
15,541
|
58,710
|
|
Consolidated
|
|
03/31/2017
|
|
12/31/2016
|
|
Income tax
|
Social contribution
|
Total
|
|
Income tax
|
Social contribution
|
Total
|
Balance of income tax and social contribution loss carryforwards
|
472,654
|
472,654
|
-
|
|
379,892
|
379,892
|
-
|
Deferred tax asset (25%/9%)
|
118,164
|
42,539
|
160,703
|
|
94,973
|
34,190
|
129,163
|
Recognized deferred tax asset
|
41,191
|
14,829
|
56,020
|
|
55,712
|
20,056
|
75,768
|
Unrecognized deferred tax asset
|
76,973
|
27,710
|
104,683
|
|
39,261
|
14,134
|
53,395
|
The other explanations related to this note were not subject to
significant
changes in relation to the disclosures in Note 19 to the financial statements as of December 31, 2016.
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
20. Financial instruments
The Company and its subsidiaries engage in operations involving financial instruments. These instruments are managed through operational strategies and internal controls aimed at providing liquidity, return and safety. The use of financial instruments with the objective of hedging is achieved through a periodical analysis of exposure to the risk that the management intends to cover (exchange, interest rate, etc.) which is submitted to the corresponding Management bodies for approval and performance of the proposed strategy. The control policy consists of continuously monitoring the contracted conditions in relation to the prevailing market conditions. The Company and its subsidiaries do not make investments in derivatives or any other risky assets for speculative purposes. The result from these operations is consistent with the policies and strategies devised by the Company’s management. The Company and its subsidiaries operations are subject to the risk factors following:
(i)
Risk considerations
a)
Credit risk
There was no significant change in relation to the credit risks disclosed in Note 20(i)(a) to the financial statements as of December 31, 2016,
b)
Derivative financial instruments
The Company holds derivative instruments to mitigate the risk arising from its exposure to index and interest volatility recognized at their fair value in profit or loss for the year. Pursuant to its treasury policies, the Company does not own or issue derivative financial instruments other than for hedging purposes.
As of March 31, 2017, the Company had derivative contracts for hedging purposes in relation to interest fluctuations, with final maturity between June 2017 and October 2018. The derivative contracts are as follows:
|
Reais
|
Percentage
|
Validity
|
Unrealized gain (loss) of derivative instruments - net
|
|
|
|
|
|
|
Swap agreements (Fixed for CDI
)
|
Face value
|
Original Index – asset position
|
Swap – liability position
|
Beginning
|
End
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
|
|
|
Banco Votorantim S.A.
|
27,500
|
Fixed 15.1177%
|
CDI + 1.6344%
|
12/20/2016
|
06/20/2017
|
150
|
88
|
Banco Votorantim S.A.
|
130,000
|
CDI + 1.90%
|
118% CDI
|
07/22/2014
|
07/26/2018
|
152
|
(313)
|
Banco HSBC
|
194,000
|
Fixed 12.8727%
|
120% CDI
|
09/29/2014
|
10/08/2018
|
1,785
|
(556)
|
Banco Votorantim S.A. (a)
|
55,000
|
IPCA + 8.22%
|
120% CDI
|
03/17/2015
|
01/20/2020
|
-
|
4,521
|
|
Total derivative financial instruments (Note 20 (i) (d) and Note 20 (ii) (a))
|
2,087
|
3,740
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
1,511
|
(5,290)
|
|
|
|
|
Non-current
|
576
|
9,030
|
(a)
On January 19, 2017, the Company settled this contract in advance at the total amount of R$4,259.
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
20.
Financial instruments
--Continued
(i)
Risk considerations
--Continued
During the period ended March 31, 2017, the income of R$806 (R$10,184 in 2016) in the Company’s and consolidated statements, which refers to net result of the interest swap transaction, arising from the payment in the amount of R$2,460 and the downward change to market of R$1,654, was recognized in the “financial income (expenses)” line in the statement of profit or loss for the year, allowing correlation between the impact of such transactions and the interest rate fluctuation in the Company’s balance sheet (Note 24).
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, which may vary 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 20(i)(c) to the financial statements as of December 31, 2016.
d)
Liquidity risk
There was no significant change in relation to the liquidity risks disclosed in Note 20(i)(d) to the financial statements as of December 31, 2016.
The maturities of financial instruments, loans, financing, suppliers, payables to venture partners and debentures are as follows:
Period ended March 31, 2017
|
Company
|
Liabilities
|
Less than 1 year
|
1 to 3 years
|
4 to 5 years
|
More than 5 years
|
Total
|
Loans and financing (Note 12)
|
602,058
|
363,472
|
-
|
-
|
965,530
|
Debentures (Note 13)
|
335,317
|
116,370
|
-
|
-
|
451,687
|
Payables to venture partners
(Note 15)
|
1,140
|
-
|
-
|
-
|
1,140
|
Suppliers (Note 15 and Note 20.ii.a)
|
55,851
|
2,756
|
-
|
-
|
58,607
|
Payables for purchase of properties and advances from customers (Note 17)
|
139,796
|
88,375
|
6,449
|
-
|
234,620
|
|
1,134,162
|
570,973
|
6,449
|
-
|
1,711,584
|
Assets
|
|
|
|
|
|
Cash and cash equivalents and short-term investments (Notes 4.1 and 4.2)
|
172,034
|
-
|
-
|
-
|
172,034
|
Trade accounts receivable (Note 5)
|
486,004
|
192,764
|
13,366
|
-
|
692,134
|
|
658,038
|
192,764
|
13,366
|
-
|
864,168
|
|
Consolidated
|
Period ended March 31, 2017
|
Less than 1 year
|
1 to 3 years
|
4 to 5 years
|
More than 5 years
|
Total
|
Loans and financing (Note 12)
|
650,152
|
483,699
|
1,775
|
-
|
1,135,626
|
Debentures (Note 13)
|
335,317
|
116,370
|
-
|
-
|
451,687
|
Payables to venture partners
(Note 15)
|
1,999
|
-
|
-
|
-
|
1,999
|
Suppliers (Note 15 and Note 20.ii.a)
|
68,788
|
4,504
|
-
|
-
|
73,292
|
Payables for purchase of properties and advances from customers (Note 17)
|
194,283
|
87,443
|
6,449
|
-
|
288,175
|
|
1,250,539
|
692,016
|
8,224
|
-
|
1,950,779
|
Assets
|
|
|
|
|
|
Cash and cash equivalents and short-term investments (Notes 4.1 and 4.2)
|
236,934
|
-
|
-
|
-
|
236,934
|
Trade accounts receivable (Note 5)
|
665,071
|
224,926
|
16,637
|
-
|
906,634
|
|
902,005
|
224,926
|
16,637
|
-
|
1,143,568
|
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
20.
Financial instruments
--Continued
(i)
Risk considerations
--Continued
d)
Liquidity risk
--Continued
Fair value classification
The Company uses the same classification disclosed in Note 20(i)(d) to the financial statements as of December 31, 2016 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 as of March 31, 2017 and December 31, 2016:
|
Company
|
Consolidated
|
|
Fair value classification
|
As of March 31, 2017
|
Level 1
|
Level 2
|
Level 3
|
Level 1
|
Level 2
|
Level 3
|
|
|
|
|
|
|
|
Financial assets
|
|
|
|
|
|
|
Short-term investments (Note 4.2)
|
-
|
165,303
|
-
|
-
|
213,120
|
-
|
Derivative financial instruments (Note 20.i.b)
|
-
|
2,087
|
-
|
-
|
2,087
|
-
|
|
Company
|
Consolidated
|
|
Fair value classification
|
As of December 31, 2016
|
Level 1
|
Level 2
|
Level 3
|
Level 1
|
Level 2
|
Level 3
|
|
|
|
|
|
|
|
Financial assets
|
|
|
|
|
|
|
Short-term investments (Note 4.2)
|
-
|
163,562
|
-
|
-
|
223,646
|
-
|
Derivative financial instruments (Note 20.i.b)
|
-
|
3,740
|
-
|
-
|
3,740
|
-
|
In the period ended March 31, 2017, there were no transfers between the Levels 1 and 2 fair value classifications, nor were transfers between Levels 3 and 2 fair value classifications.
(ii)
Fair value of financial instruments
a)
Fair value measurement
The Company uses the same methods and assumptions disclosed in Note 20(ii)(a) to the financial statements as of December 31, 2016 to estimate the fair value for each financial instrument type for which the estimate of values is practicable.
The most significant carrying values and fair values of financial assets and liabilities as of March 31, 2017 and December 31, 2016, classified into Level 2 of the fair value classification, are as follows:
|
Company
|
|
03/31/2017
|
12/31/2016
|
|
Carrying value
|
Fair value
|
Carrying value
|
Fair value
|
|
|
|
|
Financial assets
|
|
|
|
|
Cash and cash equivalents (Note 4.1)
|
6,731
|
6,731
|
19,811
|
19,811
|
Short-term investments (Note 4.2)
|
165,303
|
165,303
|
163,562
|
163,562
|
Derivative financial instruments
(Note 20(i)(b))
|
2,087
|
2,087
|
3,740
|
3,740
|
Trade accounts receivable (Note 5)
|
692,134
|
692,134
|
749,607
|
749,607
|
Loans receivable
(Note 21.1)
|
22,227
|
22,227
|
25,529
|
25,529
|
|
|
|
|
|
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
20.
Financial instruments
--Continued
(ii)
Fair value of financial instruments
--Continued
a)
Fair value measurement
--Continued
|
Company
|
|
03/31/2017
|
12/31/2016
|
|
Carrying value
|
Fair value
|
Carrying value
|
Fair value
|
|
|
|
|
Financial liabilities
|
|
|
|
|
Loans and financing (Note 12)
|
965,530
|
956,869
|
1,006,930
|
1,014,809
|
Debentures (Note 13)
|
451,687
|
474,054
|
451,268
|
470,179
|
Payables to venture partners
(Note 15)
|
1,140
|
1,460
|
1,140
|
1,414
|
Suppliers (Note 20(i)(d))
|
58,607
|
58,607
|
63,451
|
63,451
|
Obligations assumed on assignment of receivables (Note 14)
|
91,318
|
91,318
|
75,813
|
75,813
|
Payables for purchase of properties and advances from customers (Note 17)
|
234,620
|
234,620
|
236,833
|
236,833
|
Loans payable (Note 21.1)
|
9,852
|
9,852
|
8,820
|
8,820
|
|
Consolidated
|
|
03/31/2017
|
12/31/2016
|
|
Carrying value
|
Fair value
|
Carrying value
|
Fair value
|
|
|
|
|
Financial assets
|
|
|
|
|
Cash and cash equivalents (Note 4.1)
|
23,814
|
23,814
|
29,534
|
29,534
|
Short-term investments (Note 4.2)
|
213,120
|
213,120
|
223,646
|
223,646
|
Derivative financial instruments
(Note 20(i)(b))
|
2,087
|
2,087
|
3,740
|
3,740
|
Trade accounts receivable (Note 5)
|
906,634
|
906,634
|
993,962
|
993,962
|
Loans receivable
(Note 21.1)
|
22,227
|
22,227
|
25,529
|
25,529
|
|
|
|
|
|
Financial liabilities
|
|
|
|
|
Loans and financing (Note 12)
|
1,135,626
|
1,127,271
|
1,186,300
|
1,188,603
|
Debentures (Note 13)
|
451,687
|
474,054
|
451,268
|
470,179
|
Payables to venture partners
(Note 15)
|
1,999
|
1,460
|
1,237
|
1,414
|
Suppliers (Note 20(i)(d))
|
73,292
|
73,292
|
83,166
|
83,166
|
Obligations assumed on assignment of receivables (Note 14)
|
112,908
|
112,908
|
99,030
|
99,030
|
Payables for purchase of properties and advances from customers (Note 17)
|
288,175
|
288,175
|
295,697
|
295,697
|
Loans payable (Note 21.1)
|
9,852
|
9,852
|
8,820
|
8,820
|
There was no significant change in relation to the other information disclosed in Note 20(ii)(a) to the financial statements as of December 31, 2016.
b)
Risk of debt acceleration
There was no significant change in relation to the risks of debt acceleration disclosed in Note 20(ii)(b) to the financial statements as of December 31, 2016.
(iii)
Capital management
The explanations related to this note were not subject to material changes in relation to the disclosures in Note 20(iii) to the financial statements as of December 31, 2016.
The Company included in its net debt structure: loans and financing, debentures and payables to venture partners less cash and cash equivalents and short-term investments (cash and cash equivalents and marketable securities):
|
Company
|
Consolidated
|
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
Loans and financing (Note 12)
|
965,530
|
1,006,930
|
1,135,626
|
1,186,300
|
Debentures (Note 13)
|
451,687
|
451,268
|
451,687
|
451,268
|
Payables to venture partners (Note 15)
|
1,140
|
1,140
|
1,999
|
1,237
|
( - ) Cash and cash equivalents and
short-term investments (Notes 4.1 and 4.2)
|
(172,034)
|
(183,373)
|
(236,934)
|
(253,180)
|
Net debt
|
1,246,323
|
1,275,965
|
1,352,378
|
1,385,625
|
Equity
|
1,553,057
|
1,928,325
|
1,562,141
|
1,930,453
|
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
20.
Financial instruments
--Continued
(iv)
Sensitivity analysis
The sensitivity analysis of financial instruments for the period ended March 31, 2017, except swap contracts, which are analyzed through their due dates, describes the risks that may cause material changes in the Company’s profit or loss, as provided for by CVM, through Rule No. 475/08, in order to show a 10%, 25% and 50% increase/decrease in the risk variable considered.
As of March 31, 2017, besides derivative instruments, the Company has the following financial instruments:
a)
Short-term investments, loans and financing, and debentures linked to Interbank Deposit Certificates (CDI);
b)
Loans and financing linked to the Referential Rate (TR) and CDI, and debentures linked to the CDI, National Consumer Price Index – Extended (IPCA) and TR;
c)
Accounts receivable, linked to the National Civil Construction Index (INCC) and General Market Price Index (IGP-M).
For the sensitivity analysis in the period ended March 31, 2017, the Company considered the interest rates of investments, loans and accounts receivables, the CDI rate at 12.13%, TR at 1.64%, INCC at 5.74%, and IPCA at 4.57% and IGP-M at 4.86%. The scenarios considered were as follows:
Scenario I – Probable:
10% increase/decrease in the risk variables used for pricing
Scenario II – Possible:
25% increase/decrease in the risk variables used for pricing
Scenario III –
Remote: 50% increase/decrease in the risk variables used for pricing
The Company presents in the following chart the sensitivity to risks to which the Company is exposed, based on the above scenarios, as of March 31, 2017. The effects on equity are basically the same ones on profit or loss.
|
|
Scenario
|
|
|
I
|
II
|
III
|
III
|
II
|
I
|
Instrument
|
Risk
|
Increase
10%
|
Increase 25%
|
Increase 50%
|
Decrease 50%
|
Decrease 25%
|
Decrease 10%
|
|
|
|
|
|
|
|
|
Short-term investments
|
Increase/Decrease of CDI
|
2,121
|
5,304
|
10,607
|
(10,607)
|
(5,304)
|
(2,121)
|
Loans and financing
|
Increase/Decrease of CDI
|
(5,028)
|
(12,570)
|
(25,140)
|
25,140
|
12,570
|
5,028
|
Debentures
|
Increase/Decrease of CDI
|
(808)
|
(2,019)
|
(4,038)
|
4,038
|
2,019
|
808
|
Derivative financial instruments
|
Increase/Decrease of CDI
|
(1,412)
|
(3,490)
|
(6,840)
|
7,451
|
3,646
|
1,441
|
|
|
|
|
|
|
|
|
Net effect of CDI variation
|
|
(5,127)
|
(12,775)
|
(25,411)
|
26,022
|
12,931
|
5,156
|
|
|
|
|
|
|
|
|
Loans and financing
|
Increase/Decrease of TR
|
(1,085)
|
(2,712)
|
(5,423)
|
5,423
|
2,712
|
1,085
|
Debentures
|
Increase/Decrease of TR
|
(503)
|
(1,259)
|
(2,517)
|
2,517
|
1,259
|
503
|
|
|
|
|
|
|
|
|
Net effect of TR variation
|
|
(1,588)
|
(3,971)
|
(7,940)
|
7,940
|
3,971
|
1,588
|
|
|
|
|
|
|
|
|
Debentures
|
Increase/Decrease of IPCA
|
(288)
|
(719)
|
(1,439)
|
1,439
|
719
|
288
|
|
|
|
|
|
|
|
|
Net effect of IPCA variation
|
|
(288)
|
(719)
|
(1,439)
|
1,439
|
719
|
288
|
|
|
|
|
|
|
|
|
Accounts receivable
|
Increase/Decrease of INCC
|
2,509
|
6,272
|
12,543
|
(12,543)
|
(6,272)
|
(2,509)
|
Obligations for purchase of property
|
Increase/Decrease of INCC
|
(1,565)
|
(3,913)
|
(7,825)
|
7,825
|
3,913
|
1,565
|
|
|
|
|
|
|
|
|
Net effect of INCC variation
|
|
944
|
2,359
|
4,718
|
(4,718)
|
(2,359)
|
(944)
|
|
|
|
|
|
|
|
|
Accounts receivable
|
Increase/Decrease of IGP-M
|
2,062
|
5,155
|
10,311
|
(10,311)
|
(5,155)
|
(2,062)
|
|
|
|
|
|
|
|
|
Net effect of IGP-M variation
|
|
2,062
|
5,155
|
10,311
|
(10,311)
|
(5,155)
|
(2,062)
|
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
21.
Related parties
21.1. Balances with related parties
The transactions between the Company and related companies are made under conditions and prices established between the parties.
|
Company
|
Consolidated
|
Current accounts
|
03/31/2017
|
12/31/2016
|
03/31/2017
|
12/31/2016
|
|
|
|
|
|
Assets
|
|
|
|
|
Current account
:
|
|
|
|
|
Total SPEs
|
6,238
|
24,500
|
38,211
|
50,232
|
Condominium and consortia and thirty party’s works
|
-
|
7,223
|
-
|
7,223
|
Loan receivable
(Note 20.ii.a)
|
22,227
|
25,529
|
22,227
|
25,529
|
Dividends receivable
|
14,395
|
14,464
|
-
|
-
|
|
42,860
|
71,716
|
60,438
|
82,984
|
|
|
|
|
|
Current portion
|
20,633
|
46,187
|
38,211
|
57,455
|
Non-current
|
22,227
|
25,529
|
22,227
|
25,529
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Current account:
|
|
|
|
|
Total SPEs and Tenda
|
(1,040,704)
|
(1,064,435)
|
(52,265)
|
(76,791)
|
Loan payable
(Note 20.ii.a)
|
(9,852)
|
(8,820)
|
(9,852)
|
(8,820)
|
|
(1,050,556)
|
(1,073,255)
|
(62,117)
|
(85,611)
|
|
|
|
|
|
Current portion
|
(1,050,556)
|
(1,073,255)
|
(62,117)
|
(85,611)
|
Non-current
|
-
|
-
|
-
|
-
|
The composition, nature and condition of loan receivable and payable by the Company are presented below. Maturities for these loans range from April 2017 to the duration of the related real estate developments and are tied to the cash flows of related developments.
|
Company and Consolidated
|
|
|
|
03/31/2017
|
12/31/2016
|
Nature
|
Interest rate
|
|
|
|
|
|
Square Ipiranga - Liga das Senhoras Católicas.
|
3,024
|
6,635
|
Construction
|
12% p.a. + IGPM
|
Lagunas - Tembok Planej. E Desenv.
Imob. Ltda.
|
4,439
|
4,250
|
Construction
|
12% p.a. + IGPM
|
Manhattan Residencial I
|
2,056
|
2,486
|
Construction
|
10% p.a. + TR
|
Target Offices & Mall
|
12,708
|
12,158
|
Construction
|
12% p.a. + IGPM
|
Total
receivable
|
22,227
|
25,529
|
|
|
|
|
|
|
|
Dubai Residencial
|
3,603
|
3,403
|
Construction
|
6% p.a.
|
Parque Arvores
|
2,856
|
2,437
|
Construction
|
6% p.a.
|
Parque Aguas
|
3,393
|
2,980
|
Construction
|
6% p.a.
|
Total payable
|
9,852
|
8,820
|
Construction
|
6% p.a.
|
In the period ended March 31, 2017 the recognized financial income from interest on loans amounted to R$745 (R$1,596 in 2016) in the Company’s and consolidated statement (Note 24).
Information regarding management transactions and compensation is described in Note 25.
The other explanation related to this note was not subject to significant changes in relation to those disclosed in Note 21 to the financial statements as of December 31, 2016.
21.2. Endorsements, guarantees and sureties
The financial transactions of the subsidiaries are guaranteed by the endorsement or surety in proportion to the interest of the Company in the capital stock of such companies, in the amount of R$629,466 as of March 31,
2017 (R$722,990 in 2016).
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
22.
Net operating revenue
|
Company
|
Consolidated
|
|
03/31/2017
|
03/31/2016
|
03/31/2017
|
03/31/2016
|
Gross operating revenue
|
|
|
|
|
Real estate development, sale, barter transactions and construction services
|
117,684
|
144,077
|
151,662
|
188,931
|
(Recognition) Reversal of allowance for doubtful accounts (Note 5)
|
(4,141)
|
(6,064)
|
(4,141)
|
(6,064)
|
Taxes on sale of real estate and services
|
(9,516)
|
(11,040)
|
(10,982)
|
(11,885)
|
Net operating revenue
|
104,027
|
126,973
|
136,539
|
170,982
|
23.
Costs and expenses by nature
These are represented by the following
:
|
Company
|
Consolidated
|
|
|
03/31/2017
|
03/31/2016
|
03/31/2017
|
03/31/2016
|
Cost of real estate development and sale:
|
|
|
|
|
Construction cost
|
(57,454)
|
(63,357)
|
(78,945)
|
(76,285)
|
Land cost
|
(13,967)
|
(26,012)
|
(21,742)
|
(48,271)
|
Development cost
|
(5,926)
|
(8,226)
|
(7,806)
|
(9,225)
|
Capitalized financial charges (Note 12)
|
(21,874)
|
(26,048)
|
(37,975)
|
(32,523)
|
Maintenance / warranty
|
(7,238)
|
(1,223)
|
(7,238)
|
(1,222)
|
Total cost of real estate development and sale
|
(106,459)
|
(124,866)
|
(153,706)
|
(167,526)
|
|
|
|
|
|
Commercial expenses:
|
|
|
|
|
Product marketing expenses
|
(4,385)
|
(4,325)
|
(5,040)
|
(5,027)
|
Brokerage and sale commission
|
(7,769)
|
(5,004)
|
(9,258)
|
(5,815)
|
Customer Relationship Management (CRM) and corporate marketing expenses
|
(3,849)
|
(2,997)
|
(4,546)
|
(1,886)
|
Other
|
(202)
|
(2,085)
|
(212)
|
(4,018)
|
Total commercial expenses
|
(16,205)
|
(14,411)
|
(19,056)
|
(16,746)
|
|
|
|
|
|
General and administrative expenses:
|
|
|
|
|
Salaries and payroll charges
|
(5,916)
|
(8,401)
|
(10,325)
|
(8,401)
|
Employee benefits
|
(533)
|
(1,046)
|
(930)
|
(1,046)
|
Travel and utilities
|
(64)
|
(188)
|
(111)
|
(188)
|
Services
|
(2,412)
|
(2,540)
|
(4,210)
|
(2,540)
|
Rents and condominium fees
|
(925)
|
(2,144)
|
(1,614)
|
(2,144)
|
IT
|
(2,138)
|
(4,442)
|
(3,731)
|
(4,442)
|
Stock option plan (Note 18.2)
|
(2,128)
|
(1,891)
|
(2,128)
|
(1,891)
|
Reserve for profit sharing (Note 25.iii)
|
(4,237)
|
(6,250)
|
(4,237)
|
(6,250)
|
Other
|
(47)
|
(100)
|
(83)
|
(100)
|
Total general and administrative expenses
|
(18,400)
|
(27,002)
|
(27,369)
|
(27,002)
|
|
|
|
|
|
Other income (expenses), net:
|
|
|
|
|
Expenses with lawsuits (Note 16)
|
(16,649)
|
(15,169)
|
(16,736)
|
(15,804)
|
Other
|
(2,963)
|
1,445
|
(2,966)
|
1,226
|
Total other income/(expenses), net
|
(19,612)
|
(13,724)
|
(19,702)
|
(14,578)
|
|
|
|
|
|
|
|
24.
Financial income (expenses)
|
Company
|
Consolidated
|
|
03/31/2017
|
03/31/2016
|
03/31/2017
|
03/31/2016
|
Financial income
|
|
|
|
|
Income from financial investments
|
4,769
|
10,942
|
6,122
|
13,558
|
Derivative transactions (Note 20 (i) (b))
|
806
|
10,184
|
806
|
10,184
|
Financial income from loans (Note 21)
|
745
|
1,596
|
745
|
1,596
|
Other financial income
|
109
|
1,135
|
197
|
1,468
|
Total financial income
|
6,429
|
23,857
|
7,870
|
26,806
|
|
|
|
|
|
Financial expenses
|
|
|
|
|
Interest on funding, net of capitalization (Note 12)
|
(36,241)
|
(10,722)
|
(30,072)
|
(10,722)
|
Amortization of debenture cost
|
(876)
|
(618)
|
(876)
|
(618)
|
Payables to venture partners
|
(183)
|
(396)
|
(183)
|
(396)
|
Banking expenses
|
(1,837)
|
(1,687)
|
(2,148)
|
(2,389)
|
Discount granted and other financial expenses
|
(3,900)
|
(10,408)
|
(3,151)
|
(13,789)
|
Total financial expenses
|
(43,037)
|
(23,831)
|
(36,430)
|
(27,914)
|
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
25.
Transactions with management and employees
(i)
Management compensation
In the periods ended March 31, 2017 and 2016, the amounts recorded in the line item “General and administrative expenses”, related to the compensation of the Company’s key management personnel and Fiscal Council members are as follows:
|
Management compensation
|
|
Period ended March 31,2017
|
Board of Directors
|
Statutory Board
|
Fiscal Council
|
|
|
|
|
Number of members
|
7
|
4
|
3
|
Fixed compensation for the period
(in R$)
|
|
|
|
Salary / Fees
|
423
|
659
|
50
|
Direct and indirect benefits
|
-
|
48
|
-
|
Other (INSS)
|
85
|
132
|
10
|
Monthly compensation
(in R$)
|
169
|
279
|
20
|
Total compensation
|
508
|
838
|
60
|
Profit sharing (Note 25 (iii))
|
-
|
911
|
-
|
Total compensation and profit sharing
|
508
|
1,749
|
60
|
|
|
|
|
Management compensation
|
|
Period ended March 31, 2016
|
Board of Directors
|
Statutory Board
|
Fiscal Council
|
|
|
|
|
Number of members
|
7
|
5
|
3
|
Fixed compensation for the period
(in R$)
|
|
|
|
Salary / Fees
|
423
|
825
|
48
|
Direct and indirect benefits
|
-
|
86
|
-
|
Other (INSS)
|
85
|
165
|
10
|
Monthly compensation
(in R$)
|
169
|
359
|
19
|
Total compensation
|
508
|
1,076
|
58
|
Profit sharing (Note 25 (iii))
|
-
|
1,138
|
-
|
Total compensation and profit sharing
|
508
|
2,214
|
58
|
|
|
|
|
|
The amount related to the stock compensation of the Company management members was R$1,088 for the period ended March 31, 2017 (R$893 in 2016).
The maximum aggregate compensation of the Company’s management members for the year 2017 was established at R$18,739, as fixed and variable compensation, as approved at the Annual Shareholders’ Meeting held on April 28, 2017.
On the same occasion the compensation limit of the Fiscal Council members for their next term of office, which ends in the Annual Shareholders’ Meeting to be held in 2018, was approved at R$261.
(ii)
Sales transactions
In the periods ended March 31, 2017 and December 31, 2016, there were no units sold to Management and the total receivable was R$908 (R$957 in 2016).
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
25.
Transactions with management and employees
--Continued
(iii)
Profit sharing
In the period ended March 31, 2017, the Company recorded a provision for profit sharing expense amounting to R$4,237 (R$6,250 in 2016) in the consolidated balance, in the line item “General and Administrative Expenses " (Note 23).
|
Company and Consolidated
|
|
03/31/2017
|
03/31/2016
|
|
|
|
Executive officers
|
911
|
1,138
|
Other employees
|
3,326
|
5,112
|
|
4,237
|
6,250
|
The other explanation related to this note was not subject to significant changes in relation to those disclosed in Note 25 to the financial statements as of December 31, 2016.
26. Insurance
For the period ended March 31, 2017 insurance contracts were not subject to significant changes in relation to those disclosed in Note 26 to the financial statements as of December 31, 2016.
27. Earnings (loss) per share
The following table presents the calculation of basic and diluted earnings and loss per share. In view of the loss for the period ended March 31,
2017 and 2016, shares with dilutive potential are not considered, because the impact would be antidilutive,
|
|
|
|
03/31/2017
|
03/31/2016
|
Basic numerator
|
|
|
Undistributed profit (loss)
from continued operations
|
(157,117)
|
(58,021)
|
Undistributed profit (loss)
from discontinued operations
|
107,720
|
4,794
|
Undistributed profit (loss)
, available to the holders of common shares
|
(49,397)
|
(53,227)
|
|
|
|
Basic denominator (in thousands of shares
)
|
|
|
Weighted average number of shares
(Note 18.1)
|
26,831
|
27,196
|
|
|
|
Basic earnings (loss) per share in Reais
|
(1.841)
|
(1.957)
|
From continued operations
|
(5.856)
|
(2.133)
|
From discontinued operations
|
4.015
|
0.176
|
Diluted numerator
|
|
|
Undistributed profit (loss)
from continued operations
|
(157,117)
|
(58,021)
|
Undistributed profit (loss)
from discontinued operations
|
107,720
|
4,794
|
Undistributed profit (loss)
, available to the holders of common shares
|
(49,397)
|
(53,227)
|
|
|
|
Diluted denominator (in thousands of shares
)
|
|
|
Weighted average number of shares
(Note 18.1)
|
26,831
|
27,196
|
Stock options
|
225
|
220
|
Anti-dilutive effect
|
(225)
|
(220)
|
Diluted weighted average number of shares
|
26,831
|
27,196
|
|
|
|
Diluted earnings (loss) per share in Reais
|
(1.841)
|
(1.957)
|
From continued operations
|
(5.856)
|
(2.133)
|
From discontinued operations
|
3.981
|
0.176
|
The other explanation related to this note was not subject to significant changes in relation to those disclosed in Note 27 to the financial statements as of December 31, 2016.
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
28. Segment information
The quarterly information of the business segments of the Company is as follows:
|
|
|
|
Consolidated
|
|
Gafisa
|
Tenda
|
(-) Discontinued operations (Note 8.2)
|
03/31/2017
|
Net operating revenue
|
136,539
|
324,687
|
(324,687)
|
136,539
|
Operating costs
|
(153,706)
|
(217,372)
|
217,372
|
(153,706)
|
|
|
|
|
|
Gross profit (loss)
|
(17,167)
|
107,315
|
(107,315)
|
(17,167)
|
|
|
|
|
|
Selling expenses
|
(19,056)
|
(29,460)
|
29,460
|
(19,056)
|
General and administrative expenses
|
(27,369)
|
(22,928)
|
22,928
|
(27,369)
|
Other income / (expenses), net
|
(19,702)
|
(28,711)
|
28,711
|
(19,702)
|
Depreciation and amortization
|
(8,708)
|
(3,272)
|
3,272
|
(8,708)
|
Financial expenses
|
(36,430)
|
(6,307)
|
6,307
|
(36,430)
|
Financial income
|
7,870
|
5,644
|
(5,644)
|
7,870
|
Tax expenses
|
(1,346)
|
(4,533)
|
4,533
|
(1,346)
|
|
|
|
|
|
Profit / (loss) for the period attributed to the shareholders of the Company
|
(68,337)
|
18,940
|
-
|
(49,397)
|
|
|
|
|
|
Customers (short and long terms)
|
906,634
|
467,464
|
(467,464)
|
906,634
|
Inventories (short and long terms)
|
1,657,788
|
776,784
|
(776,784)
|
1,657,788
|
Other assets
|
753,543
|
644,538
|
(644,538)
|
753,543
|
|
|
|
|
|
Total assets
|
3,317,965
|
1,888,786
|
-
|
5,206,751
|
|
|
|
|
|
Total liabilities
|
2,856,678
|
787,932
|
-
|
3,644,610
|
|
|
|
|
Consolidated
|
|
Gafisa S.A.
|
Tenda
|
(-) Discontinued operations (Note 8.2)
|
03/31/2016
|
Net operating revenue
|
170,982
|
234,552
|
(234,552)
|
170,982
|
Operating costs
|
(167,526)
|
(165,807)
|
165,807
|
(167,526)
|
|
|
|
|
|
Gross profit
|
3,456
|
68,745
|
(68,745)
|
3,456
|
|
|
|
|
|
Selling expenses
|
(16,746)
|
(18,272)
|
18,272
|
(16,746)
|
General and administrative expenses
|
(27,002)
|
(19,020)
|
19,020
|
(27,002)
|
Other income / (expenses), net
|
(14,578)
|
(15,217)
|
15,217
|
(14,578)
|
Depreciation and amortization
|
(9,508)
|
(3,190)
|
3,190
|
(9,508)
|
Financial expenses
|
(27,914)
|
(10,706)
|
10,706
|
(27,914)
|
Financial income
|
16,622
|
8,809
|
(8,809)
|
16,622
|
Tax expenses
|
(5,990)
|
(6,755)
|
6,755
|
(5,990)
|
|
|
|
|
|
Profit / (loss) for the period attributed to the shareholders of the Company
|
(58,021)
|
4,794
|
-
|
(53,227)
|
|
|
|
|
|
Customers (short and long terms)
|
1,227,622
|
475,034
|
(475,034)
|
1,227,622
|
Inventories (short and long terms)
|
1,938,795
|
726,257
|
(726,257)
|
1,938,795
|
Other assets
|
1,627,194
|
785,051
|
1,201,291
|
3,613,536
|
|
|
|
|
|
Total assets
|
4,793,611
|
1,986,342
|
-
|
6,779,953
|
|
|
|
|
|
Total liabilities
|
2,879,539
|
854,130
|
-
|
3,733,669
|
The other explanations related to this note did not suffer significant changes in relation to the disclosures in Note 28 to the financial statements as of December 31, 2016.
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
29. Real estate ventures under construction – information and commitments
In order to meet the provisions of paragraphs 20 and 21 of ICPC 02, the recognized revenue amounts and incurred costs are shown in the statement of profit or loss, and the advances received are presented in the account “Payables for purchase of property and advances from customer”.
The Company presents
the following
information on the ventures under construction as of March
31, 2017:
|
|
|
|
|
Consolidated
|
|
|
03/31/2017
|
|
|
|
Unappropriated sales revenue of units sold
|
|
490,156
|
Estimated cost of units sold to be incurred
|
|
(298,268)
|
Estimated cost of units in inventory to be incurred
|
|
(363,832)
|
|
|
|
(i) Unappropriated sales revenue of units sold
|
|
|
Ventures under construction:
|
|
|
Contracted sales revenue
|
|
1,305,976
|
Appropriated sales revenue
|
|
(815,820)
|
Unappropriated sales revenue (a)
|
|
490,156
|
(ii) Estimated cost of units sold to be incurred
|
|
|
Ventures under construction:
|
|
|
Estimated cost of units
|
|
(791,768)
|
Incurred cost of units
|
|
493,500
|
Estimated cost to be incurred (b)
|
|
(298,268)
|
(iii) Estimated costs of units in inventory to be incurred
|
|
|
Ventures under construction:
|
|
|
Estimated cost of units
|
|
(829,195)
|
Incurred cost of units
|
|
465,363
|
Estimated cost to be incurred
|
|
(363,832)
|
(a)
The unappropriated sales revenue of units sold are measured by the face value of contracts, plus the contract adjustments and deducted from cancellations, net of the levied taxes and adjustment to present value, and do not include ventures that are subject to restriction due to a suspensive clause (legal period of 180 days in which the Company can cancel a development) and therefore is not appropriated to profit or loss.
(b)
The estimated cost of units sold and in inventory to be incurred does not include financial charges, which are appropriated to properties for sale and profit or loss (cost of real estate sold) in proportion to the real estate units sold to the extent they are incurred.
As of March 31, 2017, the percentage of assets consolidated in the financial statements related to ventures included in the equity segregation structure of the development stood at 36.5% (35.7% in 2016).
30. Communication with regulatory bodies
The explanations related to this note were not subject to significant changes in relation to those disclosed in Note 30 to the financial statements as of December 31,
2016.
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the individual and consolidated quarterly information--Continued
March 31, 2017
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
31. Subsequent events
(i)
Exercise of preemptive right
On April 19, 2017, the Company informed to the market that on April 15, 2017 the period for exercising preemptive rights to acquire common shares representing up to 50% of the capital stock of its wholly-owned subsidiary Construtora Tenda S.A. ended. During the established period, 25,233,408 shares were acquired, all registered and with no par value, at the acquisition price of R$8.13 per share, toting R$205,148.
The shares acquired within the scope of Preemptive Rights were delivered to shareholders on May 4, 2017, date on which Tenda’s businesses started to be listed and traded at B3.
(ii)
Decrease in the capital of Gafisa
On April 24, 2017, the Company informed that on April 22, 2017 the 60-day period established in Art. 174 of Act 6,404/76 for creditors’ objection to the Company’s capital stock reduction, in the total amount of R$219,510, as approved at the Extraordinary Shareholders’ Meeting held on February 20, 2017, expired with no objection.
The capital decrease was made by delivering to the Company’s shareholders, as refund for the reduced capital, one common share of Tenda to each common share of Gafisa owned, not including treasury shares on May 4, 2017.
***
(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
|
3/31/2017
|
|
Common shares
|
Shareholder
|
Shares
|
%
|
|
|
|
Treasury shares
|
1,046,226
|
3.73%
|
Polo Capital
|
2,269,397
|
8.09%
|
Pátria Investimentos
|
1,570,204
|
5.60%
|
Outstanding shares
|
23,154,335
|
82.58%
|
|
|
|
Total shares
|
28,040,162
|
100.00%
|
|
|
|
|
3/31/2016
|
|
Common shares
|
Shareholder
|
Shares
|
%
|
|
|
|
Treasury shares
|
785,043
|
2.80%
|
Polo Capital
|
1,767,838
|
6.30%
|
Pátria Investimentos
|
5,125,593
|
18.28%
|
FUNCEF – Fundação dos Economiários Federais
|
1,570,204
|
5.60%
|
Outstanding shares
|
18,791,483
|
67.02%
|
|
|
|
Total shares
|
28,040,162
|
100.00%
|
(A free translation from the original in Portuguese into English)
Gafisa S.A.
Other information deemed relevant by the Company
2.
SHARES HELD BY PARENT COMPANIES, MANAGEMENT AND BOARD
|
3/31/2017
|
|
Common shares
|
|
Shares
|
%
|
|
|
|
Shareholders holding effective control of the Company
|
3,839,601
|
13.69%
|
Board of Directors
|
43,951
|
0.16%
|
Executive directors
|
123,128
|
0.44%
|
Executive control, board members, officers and fiscal council
|
4,006,680
|
14.29%
|
|
|
|
Treasury shares
|
1,046,226
|
3.73%
|
Outstanding shares in the market (*)
|
22,987,256
|
81.98%
|
|
|
|
Total shares
|
28,040,162
|
100.00%
|
|
|
|
|
3/31/2016
|
|
Common shares (i)
|
|
Shares
|
%
|
|
|
|
Shareholders holding effective control of the Company
|
8,463,635
|
30.18%
|
Board of Directors
|
43,952
|
0.16%
|
Executive directors
|
130,321
|
0.46%
|
Fiscal council
|
-
|
-
|
Executive control, board members, officers and fiscal council
|
8,637,908
|
30.81%
|
|
|
|
Treasury shares
|
785,043
|
2.80%
|
Outstanding shares in the market (*)
|
18,617,210
|
66.39%
|
|
|
|
Total shares
|
28,040,162
|
100.00%
|
(*) Excludes shares of effective control, management, board and in treasury.
(i)
Post grouping, considering ratio of R$13.483023074 for comparability.
(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. 6404/76, the Company's By-Laws, rules determined by the Brazilian Monetary Council (CMN), by the Central Bank of Brazil and by the Brazilian Securities Commission (CVM), as well as the other rules that apply to the operation of the capital market in general, in addition to those established in the New Market Listing Regulation, Participation in the New Market Contract and in the Arbitration Regulation of the Chamber of Market Arbitration.
(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 March 31, 2017, which comprises the balance sheet as of March 31, 2017 and the respective statement of operations, statement of comprehensive income (loss), statement of changes in equity and statement of cash flows for the quarter 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 Accounting Pronouncements Committee (CPC) 21 (R1) – 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 Accounting Pronouncements Committee (CPC) and approved by the Brazilian Securities and Exchange 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.
(A free translation from the original in Portuguese into English)
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 Accounting Pronouncements Committee (CPC) and approved by the Brazilian Securities and Exchange 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, issued by the IASB, which considers the Technical Orientation - OCPC 04 - Application of technical interpretation ICPC02 to the Brazilian Real Estate Development Entities, issued by the Accounting Pronouncements Committee (CPC), and approved by the 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 were prepared in accordance with the IFRS applicable to the Brazilian Real Estate development entities IAS34 for interim financial information also considers the Technical Orientation OCPC04, edited by the Accounting Pronouncements Committee (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
Statement of value added
The individual and consolidated interim financial statements related to the statements of value added (DVA) for the three-month period ended March 31, 2017, prepared under the responsibility of the Company's management, presented as supplementary information for the purposes of IAS 34, were submitted to review procedures performed together with the review of the quarterly information - ITR of the Company. For the purposes of forming our conclusion, we assess if these statements are reconciled with the interim accounting information and accounting records, as applicable, and if their form and content were prepared according with Technical Pronouncement CPC 09 - Statement of value added. Based on our review, we are not aware of any fact that makes us believe that they were not prepared, in all material respects, consistent with the individual and consolidated interim financial statements taken as a whole.
São Paulo, May 9, 2017
KPMG Auditores Independentes
CRC 2SP014428/O-6
Original report in Portuguese signed by
Giuseppe Masi
Accountant CRC 1SP176273/O-7
(A free translation from the original in Portuguese into English)
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, 19
th
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 March 31, 2017; and
ii)
Management has reviewed and agreed with the interim information for the period ended March 31, 2017.
São Paulo, May 9, 2017.
GAFISA S.A.
Management
(A free translation from the original in Portuguese into English)
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, 19
th
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 March 31, 2017; and
ii)
Management has reviewed and agreed with the interim information for the period ended March 31, 2017.
São Paulo, May 9, 2017.
GAFISA S.A.
Management
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 24, 2017
Gafisa S.A.
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By:
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Name: Sandro Gamba
Title: Chief Executive Officer
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