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


 
 

 

 

 

 

 

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)

 

 

 

 

 

 


 
 

 

 

Company data          1

Capital Composition 

   
Individual financial statements    

Balance sheet - Assets     

2

Balance sheet - Liabilities      

3

Statement of income          

4

Statement of comprehensive income (loss)      

5

Statement of cash flows        

6
Statements of changes in Equity  

01/01/2017 to 03/31/2017  

7

01/01/2016 to 03/31/2016      

8

Statement of value added   

9
Consolidated Financial Statements  

Balance sheet - Assets  

10

Balance sheet - Liabilities       

11

Statement of income    

12

Statement of comprehensive income (loss)        

13

Statement of cash flows         

14
Statements of changes in Equity  

01/01/2017 to 03/31/2017         

15

01/01/2016 to 03/31/2016       

16

Statement of value added  

17

Comments on performance    

18

Notes to interim financial information    

43

Other information deemed relevant by the Company       

78
Reports and statements   

Report on review of interim financial information        

81

Management statement of interim financial information 

83

Management statement on the report on review of interim financial information     

84


 
 

COMPANY DATA / CAPITAL COMPOSITION

Number of Shares

CURRENT QUARTER

(in thousands)

03/31/2017

Paid-in Capital

 

Common

28,040

Preferred

-

Total

28,040

Treasury shares

 

Common

1,046

Preferred

-

Total

1,046

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 


 
 

INDIVIDUAL 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

5,239,390

5,225,376

1.01

Current Assets

2,195,054

2,107,806

1.01.01

Cash and cash equivalents

6,731

19,811

1.01.01.01

Cash and banks

6,731

19,811

1.01.02

Short-term investments

165,303

163,562

1.01.02.01

Fair value of short-term investments

165,303

163,562

1.01.03

Accounts receivable

486,004

524,337

1.01.03.01

Trade accounts receivable

486,004

524,337

1.01.03.01.01

Receivables from clients of developments

466,551

503,923

1.01.03.01.02

Receivables from clients of construction and services rendered

19,453

20,414

1.01.04

Inventories

825,841

870,201

1.01.04.01

Properties for sale

825,841

870,201

1.01.07

Prepaid expenses

5,575

2,102

1.01.07.01

Prepaid expenses and others

5,575

2,102

1.01.08

Other current assets

705,600

527,793

1.01.08.01

Non current assets held for sale

3,270

3,306

1.01.08.02

Assets from discontinued operations

654,460

439,020

1.01.08.02.01

Disposal group held for sale

654,460

439,020

1.01.08.03

Others

47,870

85,467

1.01.08.03.01

Other assets

25,726

39,280

1.01.08.03.02

Derivative financial instruments

1,511

-

1.01.08.03.03

Receivables from related parties

20,633

46,187

1.02

Non current assets

3,044,336

3,117,570

1.02.01

Non current assets

938,845

951,563

1.02.01.03

Accounts receivable

206,130

225,270

1.02.01.03.01

Receivables from clients of developments

206,130

225,270

1.02.01.04

Inventories

541,335

535,376

1.02.01.09

Others non current

191,380

190,917

1.02.01.09.03

Other assets

168,577

156,358

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

2,061,367

2,116,509

1.02.02.01

Interest in associates and affiliates

2,035,430

2,090,572

1.02.02.02

Interest in subsidiaries

25,937

25,937

1.02.02.02.01

Interest in subsidiaries - goodwill

25,937

25,937

1.02.03

Property and equipment

19,748

21,720

1.02.03.01

Operation property and equipment

19,748

21,720

1.02.04

Intangible assets

24,376

27,778

1.02.04.01

Intangible assets

24,376

27,778

 

 

 

 

2

 


 

INDIVIDUAL 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

5,239,390

5,225,376

2.01

Current liabilities

2,857,245

2,458,597

2.01.01

Social and labor obligations

31,987

28,041

2.01.01.02

Labor obligations

31,987

28,041

2.01.01.02.01

Salaries, payroll charges and profit sharing

31,987

28,041

2.01.02

Suppliers

55,851

61,177

2.01.02.01

Local suppliers

55,851

61,177

2.01.03

Tax obligations

35,153

35,819

2.01.03.01

Federal tax obligations

35,153

35,819

2.01.04

Loans and financing

937,375

953,872

2.01.04.01

Loans and financing

602,058

639,733

2.01.04.02

Debentures

335,317

314,139

2.01.05

Other obligations

1,715,228

1,300,634

2.01.05.01

Payables to related parties

1,050,556

1,073,255

2.01.05.02

Others

664,672

227,379

2.01.05.02.04

Obligations for purchase of properties and advances from customers

139,796

146,522

2.01.05.02.05

Other payables

60,744

50,660

2.01.05.02.07

Obligations assumed on the assignment of receivables

29,182

24,907

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

Payables 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

2.02

Non current liabilities

829,088

838,454

2.02.01

Loans and financing

479,842

504,326

2.02.01.01

Loans and financing

363,472

367,197

2.02.01.01.01

In local currency

363,472

367,197

2.02.01.02

Debentures

116,370

137,129

2.02.02

Other liabilities

168,614

154,435

2.02.02.02

Others

168,614

154,435

2.02.02.02.03

Obligations for purchase of properties and advances from customers

94,824

90,311

2.02.02.02.04

Other payables

11,654

13,218

2.02.02.02.06

Obligations assumed on the assignment of receivables

62,136

50,906

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

80,227

79,288

2.02.04.01

Tax, labor and civel lawsuits

80,227

79,288

2.02.04.01.01

Tax lawsuits

2,110

1,755

2.02.04.01.02

Tax and labor lawsuits

38,764

33,350

2.02.04.01.04

Civel lawsuits

39,353

44,183

2.03

Equity

1,553,057

1,928,325

2.03.01

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

 

 

3

 


 

INDIVIDUAL 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

104,027

126,973

3.01.01

Revenue from real estate development

113,542

138,013

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

-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

-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

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

 

 

4

 


 

INDIVIDUAL 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

Income (loss) for the period

-49,397

-53,227

4.03

Comprehensive income (loss) for the period

-49,397

-53,227

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 


 

INDIVIDUAL 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

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

 

6

 


 

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

 

 

 

7

 


 

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

 

 

 

8

 


 

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

 

9

 


 

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

 

 

 

 

 

 

 

 

 

 

10

 


 

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

 

11

 


 

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

 

 

12

 


 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

13

 


 

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

14

 


 

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

 

 

 

15

 


 

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

 

 

 

 

 

16

 


 

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

 

17

 


 
 

 

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%.

18

 


 
 

 

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.

19

 


 
 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

20

 


 
 

 

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.

 

 

 

 

 

 

 

 

 

21

 


 
 

 

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.

 

 

 

 

22

 


 
 

 

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.

                                                                                                                                                                

 

 

 

 

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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).

 

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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.

 

 

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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.

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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.

 

 

 

27

 


 
 

 

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.

 

 

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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.

29

 


 
 

 

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.

 

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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.

 

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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.

 

 

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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.

 

 

 

 

33

 


 
 

 

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.

34

 


 
 

 

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%

 

 

 

 

 

                 

 

35

 


 
 

 

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).

36

 


 
 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

37

 


 
 

 

 

 

São Paulo, May 9 th , 2017.

 

Alphaville Urbanismo SA releases its results for the 1 st quarter of 2017.

 

Financial results

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.

 

 

 

 

 

 

 

38

 


 
 

 

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%

 

 

 

 

 

 

 

 

39

 


 
 

 

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%

 

 

 

 

 

 

 

40

 


 
 

 

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

 

 

41

 


 
 

 

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.

 

 

 

 

 

 

 

 

42

 


 
 

(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.

 

43

 


 
 

 

 

 

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.

 

 

 

 

 

 

 

44

 


 
 

 

 

 

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.

 

45

 


 
 

 

 

 

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.

 

 

 

 

 

 

46

 


 
 

 

 

 

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.

 

 

 

 

 

 

 

47

 


 
 

 

 

 

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)

 

 

 

 

 

48

 


 
 

 

 

 

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

 

49

 


 
 

 

 

 

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.

 

50

 


 
 

 

 

 

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.

51

 


 
 

 

 

 

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)

-

-

-

-

 

52

 


 
 

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

53

 


 
 

 

 

 

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

 

54

 


 
 

(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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

55

 


 
 

(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.

 

 

 

56

 


 
 

(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

                                                                                                                     

 

 

 

57

 


 

(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.

 

58

 


 
 

(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.

 

 

 

59

 


 
 

(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

 

 

 

60

 


 
 

(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

 

 

 

 

61

 


 
 

(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.

 

 

 

 

62

 


 
 

(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).

 

 

63

 


 
 

(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

 

 

 

 

 

 

 

64

 


 
 

(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.

 

 

 

65

 


 
 

(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.

 

 

 

 

66

 


 
 

(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

 

 

67

 


 
 

(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

 

 

 

 

 

 

 

68

 


 
 

(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

 

69

 


 
 

(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)

 

 

 

 

70

 


 
 

(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).

 

 

 

 

71

 


 
 

(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)

 

 

 

 

 

72

 


 
 

(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).

                                                                                                                                                                             

 

 

 

 

73

 


 
 

(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.

 

74

 


 
 

(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.

 

 

 

 

 

 

75

 


 
 

(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.

 

 

 

 

 

 

 

76

 


 
 

(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.

 

 

***

 

 

77

 


 
 

(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%

 

 

 

 

78

 


 
 

(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.

 

 

 

 

 

 

79

 


 
 

(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.

 

 

80

 


 
 

(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.

 

 

 

 

 

 

81

 


 
 

(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

 

 

 

 

82

 


 
 

(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

 

 

 

83

 


 
 

(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

 

 

84

 

 

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.
 
By:
/s/ Sandro Gamba

 
Name:   Sandro Gamba
Title:     Chief Executive Officer
 

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