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 September, 2018

(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, 2018

(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)

 

1

 


 
 

 

   

Company data

 

Capital Composition

3

Individual financial statements

 

Balance sheet - Assets

4

Balance sheet - Liabilities

5

Statement of income

6

Statement of comprehensive income (loss)

7

Statement of cash flows

8

Statements of changes in Equity

 

01/01/2018 to 03/31/2018

9

01/01/2017 to 03/31/2017

10

Statement of value added

11

Consolidated Financial Statements

 

Balance sheet - Assets

12

Balance sheet - Liabilities

13

Statement of income

14

Statement of comprehensive income (loss)

15

Statement of cash flows

16

Statements of changes in Equity

 

01/01/2018 to 03/31/2018

17

01/01/2017 to 03/31/2017

18

Statement of value added

19

Comments on performance

20

Notes to the quartely information

37

Other information deemed relevant by the Company

72

Reports and statements

 

Report on review of interim financial information

75

Management statement of interim financial information

77

Management statement on the report on review of interim financial information

78

 

 

2


 
 

COMPANY DATA / CAPITAL COMPOSITION

 

Number of Shares

CURRENT QUARTER

(in thousands)

03/31/2018

Paid-in Capital

 

Common

44,758

Preferred

                                                 -  

Total

44,758

Treasury shares

 

Common

938

Preferred

                                                 -  

Total

938

   

 

 

 

 

3


 
 

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

       

 CODE

 DESCRIPTION

CURRENT QUARTER 3/31/2018

PRIOR YEAR 12/31/2017

1

 Total Assets

3,565,829

3,538,909

1.01

 Current Assets

1,419,576

1,369,512

1.01.01

 Cash and cash equivalents

14,387

7,461

1.01.01.01

 Cash and banks

14,387

7,461

1.01.02

 Short-term investments

175,244

110,945

1.01.02.01

 Fair value of short-term investments

175,244

110,945

1.01.03

 Accounts receivable

428,979

371,228

1.01.03.01

 Trade accounts receivable

428,979

371,228

1.01.03.01.01

 Receivables from clients of developments 

414,108

357,061

1.01.03.01.02

 Receivables from clients of construction and services rendered

14,871

14,167

1.01.04

 Inventories

711,171

753,748

1.01.04.01

 Properties for sale

711,171

753,748

1.01.07

 Prepaid expenses

4,636

5,030

1.01.07.01

 Prepaid expenses and others

4,636

5,030

1.01.08

 Other current assets

85,159

121,100

1.01.08.01

 Non current assets held for sale

8,415

44,997

1.01.08.03

 Others

76,744

76,103

1.01.08.03.01

 Other assets

50,082

47,640

1.01.08.03.02

 Derivative financial instruments

250

404

1.01.08.03.03

 Receivables from related parties

26,412

28,059

1.02

 Non current assets

2,146,253

2,169,397

1.02.01

 Non current assets

521,877

534,095

1.02.01.03

 Accounts receivable

146,622

160,602

1.02.01.03.01

 Receivables from clients of developments 

146,622

160,602

1.02.01.04

 Inventories

285,801

289,162

1.02.01.04.01

 Properties for sale

285,801

289,162

1.02.01.09

 Others non current assets

89,454

84,331

1.02.01.09.03

 Other assets

66,263

62,152

1.02.01.09.04

 Receivables from related parties

23,191

22,179

1.02.02

 Investments

1,586,514

1,598,153

1.02.03

 Property and equipment

21,092

19,719

1.02.03.01

 Operation property and equipment

21,092

19,719

1.02.04

 Intangible assets

16,770

17,430

1.02.04.01

 Intangible assets

16,770

17,430

 

 

4


 
 

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

       

 CODE

 DESCRIPTION

CURRENT QUARTER 3/31/2018

PRIOR YEAR 12/31/2017

2

 Total Liabilities

3,565,829

3,538,909

2.01

 Current liabilities

1,730,787

1,984,597

2.01.01

 Social and labor obligations

27,788

25,997

2.01.01.02

 Labor obligations

27,788

25,997

2.01.01.02.01

 Salaries, payroll charges and profit sharing

27,788

25,997

2.01.02

 Suppliers

86,331

85,690

2.01.03

 Tax obligations

40,298

32,114

2.01.03.01

 Federal tax obligations

40,298

32,114

2.01.04

 Loans and financing

292,739

513,782

2.01.04.01

 Loans and financing

281,331

425,605

2.01.04.02

 Debentures

11,408

88,177

2.01.05

 Other obligations

1,181,643

1,210,700

2.01.05.01

 Payables to related parties

959,991

971,002

2.01.05.02

 Others 

221,652

239,698

2.01.05.02.04

 Obligations for purchase of properties and advances from customers

119,004

132,098

2.01.05.02.05

 Other payables

79,228

83,647

2.01.05.02.07

  Obligations assumed on the assignment  of receivables

23,420

23,953

2.01.06

 Provisions

101,988

116,314

2.01.06.01

 Tax, labor and civel lawsuits

101,988

116,314

2.01.06.01.01

 Tax lawsuits

728

194

2.01.06.01.02

 Labor lawsuits

14,504

19,300

2.01.06.01.04

 Civel lawsuits

86,756

96,820

2.02

 Non current liabilities

900,806

798,755

2.02.01

 Loans and financing

581,194

456,061

2.02.01.01

 Loans and financing

424,561

336,525

2.02.01.01.01

 Loans and financing in local currency

424,561

336,525

2.02.01.02

 Debentures

156,633

119,536

2.02.02

 Other liabilities

169,780

189,092

2.02.02.02

 Others

169,780

189,092

2.02.02.02.03

 Obligations for purchase of properties and advances from customers

120,338

137,192

2.02.02.02.04

 Other liabilities

9,307

7,041

2.02.02.02.06

  Obligations assumed on the assignment  of receivables

40,135

44,859

2.02.03

 Deferred taxes 

74,473

74,473

2.02.03.01

 Deferred income tax and social contribution 

74,473

74,473

2.02.04

 Provisions

75,359

79,129

2.02.04.01

 Tax, labor and civel lawsuits

75,359

79,129

2.02.04.01.01

 Tax lawsuits

                             -  

565

2.02.04.01.02

 Tax and labor lawsuits 

40,088

36,903

2.02.04.01.04

 Civel lawsuits

35,271

41,661

2.03

 Equity

934,236

755,557

2.03.01

 Capital

2,521,319

2,521,152

2.03.02

 Capital reserves

307,664

56,359

2.03.02.05

 Treasury shares

-29,089

-29,089

2.03.02.07

 Capital reserves

250,599

                              -  

2.03.02.09

 Reserve for granting stock options

86,154

85,448

2.03.05

 Retained earnings/accumulated losses

-1,894,747

-1,821,954

 

 

5


 
 

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

 CODE

 DESCRIPTION

YEAR TO DATE 01/01/2018 to 03/31/2018

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2017 to 03/31/2017

3.01

 Gross Sales of goods and/or services

203,076

104,027

3.01.01

 Revenue from real estate development 

223,538

113,542

3.01.03

 Taxes on real estate sales and services 

-20,462

-9,515

3.02

 Cost of sales of goods and/or services

-173,218

-106,459

3.02.01

 Cost of real estate development

-173,218

-106,459

3.03

 Gross profit

29,858

-2,432

3.04

 Operating expenses/income

-65,562

-118,077

3.04.01

 Selling expenses

-20,912

-16,205

3.04.02

 General and administrative expenses

-14,739

-18,400

3.04.05

 Other operating expenses

-16,063

-28,101

3.04.05.01

 Depreciation and amortization

-3,603

-8,489

3.04.05.02

 Other operating expenses

-12,460

-19,612

3.04.06

 Income from equity method investments

-13,848

-55,371

3.05

 Income (loss) before financial results and income taxes

-35,704

-120,509

3.06

 Financial

-20,220

-36,608

3.06.01

 Financial income

5,229

6,429

3.06.02

 Financial expenses

-25,449

-43,037

3.07

 Income before income taxes

-55,924

-157,117

3.09

 Income (loss) from continuing operation

-55,924

-157,117

3.10

 Income (loss) from descontinuing operation

                             -  

107,720

3.10.01

 Net income (loss) from discontinued operations

                             -  

107,720

3.11

 Income (loss) for the period

-55,924

-49,397

3.99

 Earnings per Share – (Reais / Share)

                             -  

                              -  

3.99.01

 Basic Earnings per Share

                             -  

                              -  

3.99.01.01

 ON

-1.47421

-1.84110

3.99.02

 Diluted Earnings per Share

                             -  

                              -  

3.99.02.01

 ON

-1.47421

-1.84110

 

 

6


 
 

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

 CODE

 DESCRIPTION

YEAR TO DATE 01/01/2018 to 03/31/2018

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2017 to 03/31/2017

4.01

 Income (loss) for the period

-55,924

-49,397

4.03

 Comprehensive income (loss) for the period

-55,924

-49,397

 

 

7


 
 

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

 CODE

 DESCRIPTION

YEAR TO DATE 01/01/2018 to 03/31/2018

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2017 to 03/31/2017

6.01

 Net cash from operating activities

-77,011

28,280

6.01.01

 Cash generated in the operations

-37,185

-54,083

6.01.01.01

 Income (loss) before income and social contribution taxes

-55,924

-49,397

6.01.01.02

 Income from equity method investments

13,849

55,371

6.01.01.03

 Stock options expenses

-91

2,128

6.01.01.04

 Unrealized interest and finance charges, net 

1,354

21,470

6.01.01.05

 Financial instruments

-20

-806

6.01.01.06

 Depreciation and amortization

3,603

8,489

6.01.01.07

 Provision for legal claims

11,776

16,649

6.01.01.08

 Provision for profit sharing 

1,231

4,237

6.01.01.09

 Warranty provision

-834

-1,601

6.01.01.11

 Allowance for doubtful accounts 

-2,953

4,141

6.01.01.12

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

-9,176

-7,044

6.01.01.14

 Provision for impairment losses on disposal group held for sale

                             -  

-215,440

6.01.01.15

 Payable for sale of shares

                             -  

107,720

6.01.02

 Variation in assets and liabilities

-39,826

82,363

6.01.02.01

 Trade accounts receivable

-62,944

47,458

6.01.02.02

 Properties for sale

91,696

45,445

6.01.02.03

 Other accounts receivable

-6,968

7,581

6.01.02.04

 Prepaid expenses

394

-3,473

6.01.02.05

 Obligations for purchase of properties and adv. from customers

-29,948

-2,213

6.01.02.06

 Taxes and contributions  

8,184

-666

6.01.02.07

 Suppliers

250

-4,844

6.01.02.08

 Salaries and payable charges

560

-291

6.01.02.09

 Transactions with related parties

-9,917

1,478

6.01.02.10

 Other obligations

-31,133

-8,112

6.02

 Net cash from investing activities

-69,114

-4,933

6.02.01

 Purchase of property and equipment and intangible assets

-4,316

-3,115

6.02.02

 Increase in investments

-499

-77

6.02.03

 Redemption of short-term investments

454,562

159,878

6.02.04

 Purchase of short-term investments

-518,861

-161,619

6.03

 Net cash from financing activities

153,051

-36,427

6.03.01

 Capital increase

167

                              -  

6.03.02

 Increase in loans, financing and debentures

40,390

52,592

6.03.03

 Payment of loans, financing and debentures

-137,654

-115,043

6.03.06

 Loan transactions with related parties

-451

4,334

6.03.08

 Disposal of treasury shares

                             -  

311

6.03.10

 Assignment of receivables

                             -  

21,379

6.03.12

  Subscription and payment of common shares

                   250,599

                              -  

6.05

 Net increase (decrease) of cash and cash equivalents

6,926

-13,080

6.05.01

 Cash and cash equivalents at the beginning of the period

7,461

19,811

6.05.02

 Cash and cash equivalents at the end of the period

14,387

6,731

 

 

8


 
 

INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 01/01/2018 TO 03/31/2018 (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

2,521,152

56,359

-

-1,821,954

-

755,557

5.02

Adjusted prior year

-

-

-

-16,869

 

-16,869

5.02.01

Adoption CPC 48 (IFRS 9)

-

-

-

-16,869

 

-16,869

5.03

Opening adjusted balance

2,521,152

56,359

-

-1,838.823

-

738,688

5.04

Capital transactions with shareholders

167

251,305

 -

-

-

251,472

5.04.01

Capital increase

167

250,599

-

-

-

250,766

5.04.03

Stock option plan

  -

706

-

-

-

706

5.05

Total of comprehensive income (loss)

  -

-

-

-55,924

-

-55,924

5.05.01

Net income (loss) for the period

  -

-

-

-55,924

-

-55,924

5.07

Closing balance

2,521,319

307,664

-

-1,894,747

-

934,236

 

 

9


 
 

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

 

 

 

10


 
 

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

 CODE

 DESCRIPTION

YEAR TO DATE 01/01/2018 to 03/31/2018

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2017 to 03/31/2017

7.01

 Revenues

223,538

113,542

7.01.01

 Real estate development, sales and services

220,585

117,683

7.01.04

 Allowance for doubtful accounts

2,953

-4,141

7.02

 Inputs acquired from third parties

-168,153

-107,552

7.02.01

 Cost of Sales and/or Services

-140,501

-84,585

7.02.02

 Materials, energy, outsourced labor and other

-27,652

-22,967

7.03

 Gross value added

55,385

5,990

7.04

 Retentions

-3,603

-8,489

7.04.01

 Depreciation and amortization

-3,603

-8,489

7.05

 Net value added produced by the Company

51,782

-2,499

7.06

 Added value received on transfer

-8,619

-48,942

7.06.01

 Income from equity method investments

-13,848

-55,371

7.06.02

 Financial income

5,229

6,429

7.07

 Value added total to be distributed

43,163

-51,441

7.08

 Value added distribution

43,163

-51,441

7.08.01

 Personnel and payroll charges

15,982

25,952

7.08.01.01

 Direct remuneration

15,982

25,952

7.08.02

 Taxes and contributions

23,765

13,888

7.08.02.01

 Federal

23,765

13,888

7.08.03

 Compensation – Interest

59,340

65,836

7.08.03.01

 Interest

58,166

64,911

7.08.03.02

 Rent

1,174

925

7.08.04

 Compensation – Company capital

-55,924

-157,117

7.08.04.03

 Net income (Retained losses)

-55,924

-157,117

 

 

11


 
 

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

       

 CODE

 DESCRIPTION

 CURRENT QUARTER 3/31/2018

PRIOR YEAR 12/31/2017

1

 Total Assets

2,885,384

2,878,138

1.01

 Current Assets

1,749,958

1,732,925

1.01.01

 Cash and cash equivalents

23,654

28,527

1.01.01.01

 Cash and banks

23,654

28,527

1.01.02

 Short-term investments

181,284

118,935

1.01.02.01

 Fair value of short-term investments

181,284

118,935

1.01.03

 Accounts receivable

508,421

484,761

1.01.03.01

 Trade accounts receivable

508,421

484,761

1.01.03.01.01

 Receivables from clients of developments 

492,989

469,843

1.01.03.01.02

 Receivables from clients of construction and services rendered

15,432

14,918

1.01.04

 Inventories

849,737

882,189

1.01.04.01

 Properties for sale

849,737

882,189

1.01.07

 Prepaid expenses

5,136

5,535

1.01.07.01

 Prepaid expenses and others

5,136

5,535

1.01.08

 Other current assets

181,726

212,978

1.01.08.01

 Non current assets for sale

65,798

102,352

1.01.08.03

 Others

115,928

110,626

1.01.08.03.01

 Other accounts receivable and others 

58,259

58,332

1.01.08.03.02

 Receivables from related parties

57,419

51,890

1.01.08.03.03

 Derivative financial instruments

250

404

1.02

 Non current assets

1,135,426

1,145,213

1.02.01

 Non current assets

614,976

625,465

1.02.01.03

 Accounts receivable

186,897

199,317

1.02.01.03.01

 Receivables from clients of developments 

186,897

199,317

1.02.01.04

 Inventories

336,511

339,797

1.02.01.04.01

 Properties for sale

336,511

339,797

1.02.01.09

 Others non current assets

91,568

86,351

1.02.01.09.03

 Other assets

68,377

64,172

1.02.01.09.04

 Receivables from related parties

23,191

22,179

1.02.02

 Investments

479,445

479,126

1.02.02.01

 Interest in associates and affiliates

479,445

479,126

1.02.03

 Property and equipment

23,440

22,342

1.02.03.01

 Operation property and equipment

23,440

22,342

1.02.04

 Intangible assets

17,565

18,280

1.02.04.01

 Intangible assets

17,565

18,280

 

 

12


 
 

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

CODE

 DESCRIPTION

CURRENT QUARTER 3/31/2018

PRIOR YEAR 12/31/2017

2

 Total Liabilities

2,885,384

2,878,138

2.01

 Current liabilities

955,491

1,213,686

2.01.01

 Social and labor obligations

29,714

27,989

2.01.01.02

 Labor obligations

29,714

27,989

2.01.01.02.01

 Salaries, payroll charges and profit sharing

29,714

27,989

2.01.02

 Suppliers

99,165

98,662

2.01.03

 Tax obligations

52,016

46,430

2.01.03.01

 Federal tax obligations

52,016

46,430

2.01.04

 Loans and financing

335,784

569,250

2.01.04.01

 Loans and financing

324,376

481,073

2.01.04.01.01

 In Local Currency

324,376

481,073

2.01.04.02

 Debentures

11,408

88,177

2.01.05

 Other obligations

336,824

355,041

2.01.05.01

 Payables to related parties

64,011

63,197

2.01.05.02

 Others

272,813

291,844

2.01.05.02.04

 Obligations for purchase of properties and advances from customers

142,766

156,457

2.01.05.02.06

 Other payables

99,449

104,386

2.01.05.02.07

  Obligations assumed on the assignment  of receivables

30,598

31,001

2.01.06

 Provisions

101,988

116,314

2.01.06.01

 Tax, labor and civel lawsuits

101,988

116,314

2.01.06.01.01

 Tax lawsuits

728

194

2.01.06.01.02

 Labor lawsuits

14,504

19,300

2.01.06.01.04

 Civel lawsuits

86,756

96,820

2.02

 Non current liabilities

992,989

905,048

2.02.01

 Loans and financing

647,684

535,648

2.02.01.01

 Loans and financing

491,051

416,112

2.02.01.01.01

 Loans and financing in local currency

491,051

416,112

2.02.01.02

 Debentures

156,633

119,536

2.02.02

 Other obligations

192,539

212,864

2.02.02.02

 Others

192,539

212,864

2.02.02.02.03

 Obligations for purchase of properties and advances from customers

134,924

152,377

2.02.02.02.04

 Other payables

9,723

7,095

2.02.02.02.06

  Obligations assumed on the assignment  of receivables

47,892

53,392

2.02.03

 Deferred taxes 

74,473

74,473

2.02.03.01

 Deferred income tax and social contribution 

74,473

74,473

2.02.04

 Provisions

78,293

82,063

2.02.04.01

 Tax, labor and civel lawsuits

78,293

82,063

2.02.04.01.01

 Tax lawsuits

                             -  

565

2.02.04.01.02

 Labor lawsuits 

42,867

39,682

2.02.04.01.04

 Civel lawsuits

35,426

41,816

2.03

 Equity

936,904

759,404

2.03.01

 Capital

2,521,319

2,521,152

2.03.02

 Capital reserves

307,664

56,359

2.03.02.05

 Treasury shares

-29,089

-29,089

2.03.02.07

 Capital reserves

250,599

                              -  

2.03.02.09

 Reserve for granting stock options

86,154

85,448

2.03.05

 Retained earnings/accumulated losses

-1,894,747

-1,821,954

2.03.09

 Non-controlling interest

2,668

3,847

 

13


 
 

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

 CODE

 DESCRIPTION

YEAR TO DATE 01/01/2018 to 03/31/2018

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2017 to 03/31/2017

3.01

 Gross sales of goods and/or services

213,397

136,539

3.01.01

 Revenue from real estate development 

234,484

147,521

3.01.03

 Taxes on real estate sales and services 

-21,087

-10,982

3.02

 Cost of sales of goods and/or services

-190,535

-153,706

3.02.01

 Cost of real estate development

-190,535

-153,706

3.03

 Gross profit

22,862

-17,167

3.04

 Operating expenses/income

-59,783

-109,994

3.04.01

 Selling expenses

-24,279

-19,056

3.04.02

 General and administrative expenses

-18,696

-27,369

3.04.05

 Other operating expenses

-16,190

-28,410

3.04.05.01

 Depreciation and amortization

-3,985

-8,708

3.04.05.02

 Other operating expenses

-12,205

-19,702

3.04.06

 Income from equity method investments

-618

-35,159

3.05

 Income (loss) before financial results and income taxes

-36,921

-127,161

3.06

 Financial

-19,950

-28,560

3.06.01

 Financial income

5,344

7,870

3.06.02

 Financial expenses

-25,294

-36,430

3.07

 Income before income taxes

-56,871

-155,721

3.08

 Income and social contribution taxes 

-232

-1,346

3.08.01

 Current

-232

-1,346

3.09

 Income (loss) from continuing operation

-57,103

-157,067

3.10

 Income (loss) from descontinuing operation

                             -  

107,720

3.10.01

 Net income (loss) from discontinued operations

                             -  

107,720

3.11

 Income (loss) for the period

-57,103

-49,347

3.11.01

  Income (loss)  attributable to the Company

-55,924

-49,397

3.11.02

 Net income attributable to non-controlling interests

-1,179

50

3.99

 Earnings per Share – (Reais / Share)

                             -  

                              -  

3.99.01

 Basic Earnings per Share

                             -  

                              -  

3.99.01.01

 ON

-1.47421

-1.84110

3.99.02

 Diluted Earnings per Share

                             -  

                              -  

3.99.02.01

 ON

-1.47421

-1.84110

 

 

14


 
 

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

       

 CODE

 DESCRIPTION

YEAR TO DATE 01/01/2018 to 03/31/2018

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2017 to 03/31/2017

4.01

 Consolidated Income (loss) for the period

-57,103

-49,347

4.03

 Consolidated comprehensive income (loss) for the period

-57,103

-49,347

4.03.01

 Income (loss) attributable to the Company

-55,924

-49,397

4.03.02

 Net income attributable to the noncontrolling interests

-1,179

50

 

 

15


 
 

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

 CODE

 DESCRIPTION

YEAR TO DATE 01/01/2018 to 03/31/2018

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2017 to 03/31/2017

6.01

 Net cash from operating activities

-62,761

69,998

6.01.01

 Cash generated in the operations

-48,803

-68,302

6.01.01.01

 Income (loss) before income and social contribution taxes

-56,871

-48,001

6.01.01.02

 Income from equity method investments

618

35,159

6.01.01.03

 Stock options expenses

-91

2,128

6.01.01.04

 Unrealized interest and finance charges, net 

3,781

25,761

6.01.01.05

 Financial instruments

-20

-806

6.01.01.06

 Depreciation and amortization

3,985

8,708

6.01.01.07

 Provision for legal claims

11,527

16,736

6.01.01.08

 Provision for profit sharing 

1,231

4,237

6.01.01.09

 Warranty provision

-834

-1,601

6.01.01.11

 Allowance for doubtful accounts 

-2,953

4,141

6.01.01.12

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

-9,176

-7,044

6.01.01.14

 Provision for impairment losses on disposal group held for sale

                             -  

-215,440

6.01.01.15

 Payable for sale of shares

                             -  

107,720

6.01.02

 Variation in assets and liabilities

-13,958

104,845

6.01.02.01

 Trade accounts receivable

-31,059

75,552

6.01.02.02

 Properties for sale

81,468

64,955

6.01.02.03

 Other accounts receivable

-4,508

6,386

6.01.02.04

 Prepaid expenses

399

-4,291

6.01.02.05

 Obligations for purchase of properties and adv. from customers

-31,144

-7,522

6.01.02.06

 Taxes and contributions  

5,586

-4,710

6.01.02.07

 Suppliers

110

-9,874

6.01.02.08

 Salaries and payable charges

494

297

6.01.02.09

 Transactions with related parties

-5,269

-5,573

6.01.02.10

 Other obligations

-29,803

-9,029

6.01.02.11

 Income tax and social contribution payable

-232

-1,346

6.01.03

 Others

                             -  

33,455

6.01.03.01

 Net cash from operating activities related to disposal group held for sale

                             -  

33,455

6.02

 Net cash from investing activities

-67,216

-44,211

6.02.01

 Purchase of property and equipment and intangible assets

-4,368

-77

6.02.02

 Increase in investments

-499

-3,616

6.02.03

 Redemption of short-term investments

469,903

216,017

6.02.04

 Purchase of short-term investments

-532,252

-205,491

6.02.07

 Net cash from investing activities related to disposal group held for sale

                             -  

-51,044

6.03

 Net cash from financing activities

125,104

-14,406

6.03.01

 Capital increase

167

                              -  

6.03.02

 Increase in loans, financing and debentures

51,938

75,595

6.03.03

 Payment of loans, financing and debentures

-177,149

-151,611

6.03.06

 Loan transactions with related parties

-451

4,335

6.03.07

 Obligation with investors

                             -  

761

6.03.08

 Disposal of treasury shares

                             -  

311

6.03.10

 Assignment of receivables

                             -  

21,513

6.03.11

 Net cash from financing activities related to disposal group held for sale

                             -  

34,690

6.03.12

  Subscription and payment of common shares

250,599

                              -  

6.04

 Foreign Exchange Gains and Losses on Cash and Cash Equivalents

                             -  

-17,101

6.05

 Net increase (decrease) of cash and cash equivalents

-4,873

-5,720

6.05.01

 Cash and cash equivalents at the beginning of the period

28,527

29,534

6.05.02

 Cash and cash equivalents at the end of the period

23,654

23,814

 

 

16


 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 01/01/2018 TO 03/31/2018 (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

2,521,152

56,359

-

-1,821,954

                  -  

755,557

3,847

759,404

5.02

Adjusted prior year

-

-

-

-16. 869

-

-16. 869

-

-16. 869

5.02.01

Adoption CPC 48 (IFRS 9)

-

-

-

-16. 869

-

-16. 869

-

-16. 869

5.03

Opening adjusted balance

2,521,152

56,359

-

-1,838,823

                  -  

738,688

3,847

742,535

5.04

Capital transactions with shareholders

167

251,305

-

-

                  -  

251,472

                -  

251,472

5.04.01

Capital increase

167

                   250,599  

-

-

                  -  

250,766

                -  

250,766

5.04.03

Stock option plan

 -  

706

-

-

                  -  

706

                -  

706

5.05

Total of comprehensive income (loss)

       -  

                              -  

-

-55,924

                  -  

-55,924

-1,179

-57,103

5.05.01

Net income (loss) for the period

       -  

                              -  

-

-55,924

                  -  

-55,924

-1,179

-57,103

5.07

Closing balance

2,521,319

307,664

-

-1,894,747

                  -  

934,236

2,668

936, 904

 

 

17


 
 

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

                   

 

 

18


 
 

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

 CODE

 DESCRIPTION

YEAR TO DATE 01/01/2018 to 03/31/2018

YEAR TO DATE FROM PREVIOUS YEAR 01/01/2017 to 03/31/2017

7.01

 Revenues

234,484

147,521

7.01.01

 Real estate development, sales and services

231,531

151,662

7.01.04

 Allowance for doubtful accounts

2,953

-4,141

7.02

 Inputs acquired from third parties

-183,984

-147,210

7.02.01

 Cost of Sales and/or Services

-154,263

-115,731

7.02.02

 Materials, energy, outsourced labor and other

-29,721

-31,479

7.03

 Gross value added

50,500

311

7.04

 Retentions

-3,985

-8,708

7.04.01

 Depreciation and amortization

-3,985

-8,708

7.05

 Net value added produced by the Company

46,515

-8,397

7.06

 Value added received on transfer

4,726

-27,289

7.06.01

 Income from equity method investments

-618

-35,159

7.06.02

 Financial income

5,344

7,870

7.07

 Total value added to be distributed

51,241

-35,686

7.08

 Value added distribution

51,241

-35,686

7.08.01

 Personnel and payroll charges

18,808

28,209

7.08.01.01

 Direct remuneration

18,808

28,209

7.08.02

 Taxes and contributions

25,276

17,203

7.08.02.01

 Federal

25,276

17,203

7.08.03

 Compensation – Interest

63,081

76,019

7.08.03.01

 Interest

61,566

74,405

7.08.03.02

 Rent

1,515

1,614

7.08.04

 Compensation – Company capital

-55,924

-157,117

7.08.04.03

 Net income (Retained losses)

-55,924

-157,117

 

 

19


 
 

FOR IMMEDIATE RELEASE - São Paulo, May 10 th , 2018 – Gafisa S.A. (B3: GFSA3; NYSE: GFA), one of Brazil’s leading homebuilders, reports today its financial results for the first quarter ended March 31 st , 2018.

 

GAFISA  REPORTS RESULTS FOR   
1Q18

 

 

CONFERENCE CALL

May 11, 2018

 

9:30 a.m. Brasília time

In Portuguese

+55 (11) 3127-4971 / 3728-5971 (Brazil)

Code: Gafisa

 

8:30 a.m. US EST

In English

(simultaneous translation from Portuguese)

+1 516 300-1066  (USA)

Code: Gafisa

 

Webcast: www.gafisa.com.br/ri

 

Replay:

+55 (11) 3127-4999

Portuguese: 91219068

English: 23970693

 

 

Shares

GFSA3 – B3 (formerly BM&FBovespa)

GFA – NYSE

Total outstanding shares: 44,757,914 1

Average Daily Traded Volume (1Q18):

R$18.9 million

¹ including 938,044 treasury shares

MANAGEMENT COMMENTS AND HIGHLIGHTS

 

Despite the uncertainties that remain on Brazil’s economic landscape, with direct and relevant impacts on the real estate segment, particularly for the mid and mid-high income residential segment, the first quarter of 2018 consolidated the inflection point on the gradual improvement process of Gafisa's operational and financial performance, which has been signaled on previous quarters. It's important to mention that this inflection, although more notable and distinct, is still gradual and linear.

We launched one project in March, the Upside Pinheiros (São Paulo/SP), with PSV of R$139 million, reaching an impressive SoS of 77.5%. Such performance, coupled with consistent results on the sales of the inventory of existing units, resulted in gross sales of R$293.5 million in 1Q18, 35% higher year over year and 25% higher quarter over quarter.

Another highlight in the quarter was a significant decrease of cancellations, which dropped to R$57.7 million, what we believe should reflect a new level for the upcoming quarters. As a result of these factors, net pre-sales totaled R$236 million, nearly twice the SoS of 14.4% in 4Q17 and 37.5% in the last 12 months.

Regarding financial performance, net revenue grew by 30% quarter over quarter and 56% year over year, bolstered by inventory sales growth, especially of the more recent projects (2016 and 2017), which have higher work evolution, and are, accordingly, more representative on revenues, as informed on previous quarters.

Sales of more recent projects, with better margins, also contributed to adjusted gross profit reach R$59 million, with an adjusted gross margin of 27.7%, reverting recent negative results. Gross profits considering capitalized interests totaled R$23 million, and gross margin reached 10.7%.

The sensible strategy adopted in recent launches resulted in the balance of R$231 million of Backlog Results (REF) in the quarter, with 37.0% margin to be recognized, 2.2. p.p. higher quarter over quarter, signaling positive prospects for revenue and gross margin.

With our philosophy of austerity and ongoing push to increase efficiency, general and administrative expenses totaled R$19 million, 23% lower quarter over quarter and 32% year over year. Selling expenses came to R$24 million, stable quarter over quarter and 27% higher year over year, reflecting the increase in the number of launches in the period.

 

 

20


 
 

Recurring adjusted EBITDA totaled R$3.2 million in 1Q18, which compares to negative R$92.4 million in 4Q17 and negative R$47.3 million in the 1Q17, reflecting the already mentioned improved margins and demonstrating, once again, the results recovery process.

Net financial expenses of R$20 million also showed positive evolution in comparison to the net expenses of R$24 million in 4Q17 and of R$29 million in 1Q17, with the reductions due to the lower Company's indebtedness.

Thus, Gafisa’s net loss came to R$55.9 million in 1Q18, versus a net loss of R$463 million in 4Q17 and R$49 million in 1Q17.

Another highlight of the period was the conclusion of the capital increase process, which totaled R$251 million, and resulted in the postponement of R$456.3 million in corporate debts for 2020 and 2021, substantially reducing the pressure on short-term obligations over cash flow. The successful conclusion of this process enhanced the Company's position to operate in this new cycle of the real estate market.

Following the execution of the Company's strategy to adjust its capital structure, gross debt totaled R$983 million at the end of 1Q18, 11.0% lower quarter over quarter. Net debt, was reduced by 19% quarter over quarter and totaled R$778.5 million. Leverage, as measured by the ratio of net debt to shareholders' equity, fell from 126.1% at the end of 2017 to 81.6% at the end of 1Q18. Excluding project finance, the net debt to shareholders' equity ratio was 9.6%.

Regarding liquidity and cash management, the operating cash flow was negative at R$32 million, due to the reduced number of deliveries in the last periods and accordingly, lower transfer volume. Net cash generation came negative at R$71.9 million.

Even in a scenario still characterized by economic and political uncertainties and as we have signaled in the previous quarters, the evolution on the Company’s operational and financial performance leads us to believe that we are experiencing a gradual and linear inflection of the results. This inflection is a consequence of the strategy adopted over the previous periods, including, but not limited to: assertiveness in launches, deleveraging, focus on inventory sales, and operational and administrative efficiency. We are confident that this positive trend should be confirmed throughout the year, with the increased participation of the more recent projects in Gafisa’s results combined with the recovery of the Brazilian real estate market.

 

Sandro Gamba

CEO

 

 

 

21


 
 

OPERATIONAL RESULTS

 

Table 1 - Operational Performance (R$ 000)

 

 

1Q18

4Q17

Q/Q (%)

1Q17

Y/Y (%)

Launches

138,715

90,113

53.9%

-

-

Gross Sales

293,460

216,988

35.2%

235,611

24.6%

Cancellations

(57,702)

(95,407)

-39.5%

(118,214)

-51.2%

Net Pre-Sales

235,757

121,851

93.5%

117,398

100.8%

Sales over Supply (SoS)

14.4%

7.4%

7.0 pp

6.7%

7.7 pp

Delivery PSV

-

41,171

-

265,058

-

 

Launches

In 1Q18 Gafisa launched the Upside Pinheiros in the City of São Paulo/SP. Although this project was launched at the end of the quarter, it reached a valuable SoS of 77.5% in the period, validating Gafisa’s decision-making process and its careful analysis of the launch process.

 

 

Table 2 - Launches (R$ 000)

Project

City

Period

PSV

Upside Pinheiros

São Paulo/SP

1Q18

138,715

TOTAL

 

 

138,715

                           

 

Net Pre-Sales

In 1Q18, gross sales totaled R$293.5 million, 35.2% and 24.6% higher than in 4Q17 and 1Q17, respectively, reflecting not only a good performance of launch sales in the quarter, as previously mentioned, but also a consistent performance of inventory gross sales, which grew by 24.6% year over year and 51.1% quarter over quarter.

 

22


 
 

Cancellations significantly decreased in 1Q18, 39.5% and 51.2% from 4Q17 and 1Q17, respectively, reflecting lower volume of deliveries in the quarter and a more favorable scenario, which should represent a new level for the upcoming quarters.

As a result of gross sales performance and cancellations in 1Q18, net pre-sales grew by 93.5% and 100.8% from 4Q17 and 1Q17, respectively, and totaled R$235.8 million in the period.

The project launched this quarter accounted for 45.4% of net pre-sales in the period. Out of the R$128.7 million net pre-sales of remaining inventories (launched in 2017 or before) in 1Q18, 69.6% were projects launched until the end of 2015, improving our inventory profile.

 

 

Sales over Supply (SoS)

A good performance of launches drove quarterly SoS, which increased from 7.3% in 4Q17 to 14.4% in 1Q18. Gafisa’s efficient business strategy can be seen in SoS LTM, which grew from 32.0% in 4Q17 to 37.5% in 1Q18.

 

 

23


 
 

 

 

                The inventory at market value reached R$1,396.7 million at the end of 1Q18, 8.8% lower than in 4Q17. Compared to 1Q17, inventory decreased 14.6%, clearly representing the strategy of focusing on the sale of inventories with a reduced number of launches.

 

Table 3 - Inventory at Market Value 1Q18 x 4Q17 (R$ 000)

 

Inventories EoP 4Q17

Launches

Cancellations

Gross Sales

Adjustements¹

Inventories EoP 1Q18

Q/Q(%)

São Paulo

1,212,940

138,715

48,709

(269,845)

(24,877)

1,105,642

-8,8%

Rio de Janeiro

257,314

-

7,466

(18,998)

(13,741)

232,040

-9,8%

Other Markets

61,335

-

1,527

(4,616)

777

59,023

-3,8%

Total

1,531,588

138,715

57,702

(293,460)

(37,840)

1,396,706

-8,8%

¹ Adjustments reflect the updates related to the project scope, launch date and pricing update in the period.

Gafisa continues to maintain a commercial balance between more recent projects and finished units. The inventory of finished units totaled R$446.0 million in 1Q18 (31.9% of total).

The projects inventory located outside of strategic markets, of R$59.0 million, accounts for 4.2% of the total inventory, of which 56.4% are finished units.

Of the total completed inventory, 62.7% are commercial projects. This proportion is due to lower sales speed in this segment, where liquidity still is significantly lower.

 

 

24


 
 

 

Table 4 – Inventory at Market Value – Financial Progress – POC - (R$ 000)

 

Not Initiated

Up to 30% built

30% to 70% built

More than 70% built

Finished Units

Total 1Q18

São Paulo

94,248

141,996

410,894

245,936

212,569

1,105,642

Rio de Janeiro

-

-

5,707

26,215

200,118

232,040

Other Markets

-

-

25,723

-

33,300

59,023

Total

94,248

141,996

442,323

272,151

445,988

1,396,706

 

Delivered Projects and Transfer

No deliveries occurred in 1Q18. On March 31 st , Gafisa managed the construction of 20 projects, all of which are on schedule according to the Company’s business plan.

Over the past few years, the Company has been taking steps to improve the performance of its receivables/transfer process, aiming to maximize the return rates on capital employed. Currently, the Company’s directive is to conclude the sales process of 90% of eligible units in a 90-day period after the delivery of the project. In accordance with this policy, PSV transfers in 1Q18 totaled R$59.0 million, 21.2% lower than in 4Q17 and 42.0% lower than in 1Q17, due to a reduced number of deliveries in 1Q18 compared to previous periods.                                       

                                                                Table 5 – Transfer

 

1Q18

4Q17

Q/Q (%)

1Q17

Y/Y (%)

PSV Transferred¹

58,998

74,824

-21.2%

101,744

-42.0%

Delivered Projects

-

1

-

3

-

Delivered Units

-

293

-

610

-

Delivered PSV²

-

41,171

-

265,058

-

¹ PSV transfers refers to the potential sales value of the units transferred to financial institutions;

² PSV = Potential sales value of delivered units.

 

 

25


 
 

Landbank

The Company’s landbank, with a PSV of R$3.9 billion, represents 36 potential projects/phases or nearly 7.3 thousand units. Approximately 55% of land was acquired through swaps. In 1Q18, the Company acquired 1 new land area in São Paulo, with potential PSV of R$114.1 million with the cancellation of 1 land area in Rio de Janeiro.

Table 6 - Landbank (R$ 000)

 

PSV
(% Gafisa)

% Swap

Total

% Swap

Units

% Swap

Financial

Potential

Units
(% Gafisa)

Potential

Units (100%)

São Paulo

2,466,636

52.2%

45.4%

6.8%

5,371

6,037

Rio de Janeiro

1,420,604

60.4%

60.4%

0.0%

2,010

2.065

Total

3,887,240

55.7%

51.8%

3.9%

7,381

8,102

Note: The swap percentage is measured compared to the historical cost of land acquisition.

Potential units are net of swaps and refer to the Gafisa’s and/or its partners’ participation in the project.

 

Table 7 – Changes in the Landbank (1Q18 x 4Q17 - R$ 000)

 

Initial Landbank

Land Acquisition

Launches

Cancellations

Adjustments

Final Landbank

São Paulo

2,520,511

114,076

138,715

-

(29,235)

2,466,636

Rio de Janeiro

1,774.833

-

-

354,755

526

1,420,604

Total

4,295,344

114,076

138,715

354,755

(28,709)

3,887,240

             

 

 

26


 
 

FINANCIAL RESULTS

 

Revenue

Net revenues totaled R$213.4 million in 1Q18, up 29.6% from 4Q17 and 56.3% from 1Q17, mainly reflecting the net pre-sales growth of projects launched in 2016 and 2017, which evolved more in its constructions process and, therefore, increased in importance in revenues. 

Table 8 – Revenue Recognition (R$ 000)

 

1Q18

1Q17

Launches

Net Pre-Sales

%
Sales

Revenue

%

Revenue

Net Pre-Sales

%
Sales

Revenue

%

Revenue

2018

107,028

45.4%

-

0.0%

-

0.0%

-

0.0%

2017

22,264

9.4%

75,983

35.6%

-

0.0%

-

0.0%

2016

19,038

8.1%

84,273

39.5%

21,280

18.1%

12,511

9.2%

2015

62,030

26.3%

11,713

5.5%

33,268

28.3%

43,752

32.0%

<2014

25,398

10.8%

41,428

19.4%

62,849

53.5%

80,276

58.8%

Total

235,757

100%

213,398

100.0%

117,398

100%

136,538

100.0%

SP + RJ

232,669

98.7%

211,629

99.2%

112,858

96.1%

137,841

101.0%

Other Markets

3,089

1.3%

1,769

0.8%

4,540

3.9%

(1,302)

-1.0%

                 

 

Gross Profit & Margin

Adjusted gross profit totaled R$59.1 million in 1Q18, a substantial growth compared to 4Q17 (which was impacted by the impairment in some land areas and inventory units) and 1Q17, with an adjusted gross margin of 27.7%. Improved performance reflects the impact of more recent projects with higher margins on the Company’s results. Adjusted by capitalized interests, the gross profit totaled R$22.9 million in 1Q18, with a gross margin of 10.7%.

Details of Gafisa's gross margin breakdown in 1Q18 are presented below .

Table 9 – Gross Margin (R$ 000)

 

1Q18

4Q17

Q/Q(%)

1Q17

Y/Y (%)

Net Revenue

213,397

164,706

29.6%

136,539

56.3%

Gross Profit

22,862

(170,727)

-

(17,167)

-

Gross Margin

10.7%

-103.7%

-

-12.6%

-

(-) Financial Costs

36,272

25,399

42.8%

37,975

-4.5%

Adjusted Gross Profit 1

59,134

(145,328)

-

20,808

184.2%

Adjusted Gross Margin 1

27.7%

-88.2%

-

15.2%

1,247 bps

(-) Landbank impairment

-

147,332

-

-

-

Recurring Adjusted Gross Profit

59,134

2,004

2,850.7%

20,808

184.2%

Recurring Adjusted Gross Margin

27.7%

1.2%

2,649 bps

15.2%

1,247 bps

 ¹ Adjusted by capitalized interests.

 

 

 

27


 
 

Selling, General and Administrative Expenses (SG&A)

In 1Q18, selling, general and administrative expenses came to R$43.0 million, 11.5% lower than in 4Q17 and 7.4% lower than in 1Q17, reflecting a continued pursuit of efficiency gains.

In this regard, general and administrative expenses decreased 22.6% quarter over quarter and 31.7% year over year, totaling R$18.7 million in 1Q18.

Selling expenses came in line with 4Q17 and totaled R$24.3 million in 1Q18. Year over year, selling expenses increased 27.4%, an effect of the launch efforts and marketing expenses in 1Q18.

Table 10 – SG&A Expenses (R$ 000)

 

1Q18

4Q17

Q/Q(%)

1Q17

Y/Y (%)

Selling Expenses

(24,279)

(24,399)

-0.5%

(19,056)

27.4%

G&A Expenses

(18,696)

(24,165)

-22.6%

(27,369)

-31.7%

Total SG&A Expenses

(42,975)

(48,564)

-11.5%

(46,425)

-7.4%

The Other Operating Revenues/Expenses totaled R$12.2 million in 1Q18, down 91.9% from 4Q17, which was impacted by Alphaville’s impairment and down 38.1% from 1Q17. It is worth mentioning the lower litigation expenses in the annual comparison. The table below contains more details on the breakdown of this expense.

Table 11 – Other Operating Revenues/Expenses (R$ 000)

 

1Q18

4Q17

Q/Q(%)

1Q17

Y/Y (%)

Litigation Expenses

(11,776)

(46,417)

-74.6%

(16,736)

-29.6%

Loss on realization of investment valued at fair value

-

(101,953)

-

-

-

Others

(429)

(1,876)

-77.1%

(2,966)

-85.5%

Total

(12,205)

(150,246)

-91.9%

(19,702)

-38.1%

 

Adjusted EBITDA

The recurring adjusted EBITDA totaled R$3.2 million in 1Q18, compared with negative R$92.4 million in 4Q17 and negative R$47.3 million in 1Q17, reflecting the improved margins already explained.  

Table 12 – Adjusted EBITDA (R$ 000)

 

1Q18

4Q17

Q/Q(%)

1Q17

Y/Y (%)

Net Income

(55,924)

(462,615)

-87.9%

(49,977)

11.9%

Discontinued Operation Result 1

-

-

-

107,720

-

(-) Landbank impairment

-

(147,332)

-

-

-

Adjusted Net Income 1

(55,924)

(315,283)

-82.3%

(157,117)

-64.4%

(+) Financial Results

19,950

24,249

-17.7%

28,560

-30.1%

(+) Income Taxes

232

(24,773)

-

1,346

-82.8%

(+) Depreciation & Amortization

3,985

31,560

-87.4%

8,708

-54.2%

(+) Capitalized Interests

36,272

25,399

42.8%

37,975

-4.5%

(+) Expenses w Stock Option Plan

(91)

2,067

-

2,128

-

(+) Minority Shareholders

(1,179)

(161)

632.3%

50

-

(+) AUSA Income Effect

-

62,569

-

31,024

-

(+) Effect of impairment of investment in AUSA

-

101,953

-

-

-

Recurring Adjusted EBITDA 2

3,245

(92,420)

-

(47,326)

-

(+) Landbank impairment

-

(147.332)

-

-

-

Adjusted EBITDA 1

3,245

(239,752)

-

(47,326)

-

           

¹ Sale of Tenda shares;

² Adjusted by expense with stock option plan (non-cash) and minority shareholders. EBITDA does not consider Alphaville's equity income.

 

28


 
 

Financial Results

In 1Q18, financial results totaled R$5.3 million, 11.7% lower than in 4Q17 and 32.1% lower than in 1Q17, mainly reflecting the interest rate drop incurring on balance of cash equivalents in the period. Financial expenses reached R$25.3 million, compared to R$30.3 million in 4Q17 and R$36.4 million in 1Q17, driven by lower debt balance in the period.

Thus, the net financial result was negative R$19.9 million in 1Q18, compared to negative net financial result of R$24.2 million in 4Q17 and R$28.6 million in 1Q17.

 

Net Income

As a result of previously discussed events, the Company posted a net loss of R$55.9 million, compared to a net loss of R$462.6 million in 4Q17 and R$49.4 million in 1Q17.

Table 13 – Net Income (R$ 000)

 

1Q18

4Q17

Q/Q(%)

1Q17

Y/Y (%)

Net Revenue

213,397

164,706

29.6%

136,539

56.3%

Gross Profit

22,862

(170,727)

-

(17,167)

-

Gross Margin

10.7%

-103.7%

11437 bps

-12.6%

2329 bps

(-) Landbank Impairment

-

(147,332)

-

-

-

Recurring Adjusted Gross Profit 1

59,134

2,004

2850.7%

20,808

184.2%

Recurring Adjusted Gross Margin

27.7%

1.2%

2649 bps

15.2%

1247 bps

Recurring Adjusted EBITDA 2

3,245

(92,420)

-

(47,326)

-

Recurring Adjusted EBITDA Margin

1.5%

-56.1%

5763 bps

-34.7%

3618 bps

Income from Discontinued Operations 3

-

-

-

107,720

-

Adjusted Net Income 4

(55,924)

(315,283)

-82.3%

(157,117)

-64.4%

( - ) Equity income from Alphaville

-

(62,569)

-

(31,024)

-

( - ) Impairment of investment in Alphaville

-

(127,429)

-

-

-

Adjusted Net Income (ex-AUSA)

(55,924)

(125,285)

-55.4%

(126,093)

-55.6%

¹ Adjusted by capitalized interests;

² Adjusted by note 1, by expense with stock option plan (non-cash) and minority shareholders. EBITDA does not consider Alphaville's equity income;

³ Sale of Tenda shares;

4 Adjusted by item 3.

 

Backlog of Revenues and Results

The backlog of results to be recognized under the PoC method totaled R$231.3 million at the end of 1Q18, with margin to be recognized of 37.0%, 2.2. p.p. higher than 4Q17. The backlog performance reflects the good execution of the launches of the year, signaling a positive outlook for revenue volume and gross profit in the next quarters.

Table 14 – Backlog Results (REF) (R$ 000)

 

1Q18

4Q17

Q/Q(%)

1Q17

Y/Y(%)

Backlog Revenues

625,251

620,821

0.7%

490,329

27.5%

Backlog Costs (units sold)

(393,999)

(405,064)

-2.7%

(312,503)

26.1%

Backlog Results

231,253

215,758

7.2%

177,826

30.0%

Backlog Margin

37.0%

34.8%

223 bps

36.3%

72 bps

 Note: Backlog results net of PIS/COFINS taxes (3.65%) and excluding the impact of PVA (Present Value Adjustment) method according to Law 11.638.

 Backlog results comprise the projects restricted by condition precedent.

 

29


 
 

BALANCE SHEET

 

Cash and Cash Equivalents and Marketable Securities

On March 31 st , 2018, cash and cash equivalents and marketable securities totaled R$204.9 million, 39.0% higher than on December 31 st , 2017, mainly reflecting the cash inflow from capital increase, concluded in the quarter.

Receivables

At the end of 1Q18, total accounts receivables totaled R$1.4 billion, a 2.5% increase compared to 4Q17. On March 31 st , 2018, the Company had approximately R$346.5 million in accounts receivable from finished units.

Table 15 – Total Receivables (R$ 000)

 

1Q18

4Q17

Q/Q (%)

1Q17

Y/Y (%)

Receivables from developments (off balance sheet)

648,938

644,340

0.7%

508,904

27.5%

Receivables from PoC- ST (on balance sheet)

508,421

484,761

8.4%

665,071

-21.0%

Receivables from PoC- LT (on balance sheet)

186,897

199,317

-6.2%

241,563

-22.6%

Total

1,344,256

1,328,418

2.5%

1,415,538

-3.8%

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.

 

Table 16 – Receivables Schedule (R$ 000)

 

Total

2018

2019

2020

2021

2022 – and after

Receivables from PoC

695,318

421,912

161,421

89,372

17,571

5,042

 

Cash Generation

The operating cash generation was negative in R$31.9 million in the 1Q18, mainly due to the lower volume of delivered projects and consequent reduction in transfers, and higher construction cost due to the start of construction works in certain projects.

 

Table 17 – Cash Generation (R$ 000)

 

1Q18

Availabilities 1

204,938

Change in Availabilities (1)

57,476

Total Debt + Investor Obligations

983,468

Change in Total Debt + Investor Obligations (2)

-121,430

Capital Increase (3)

250,766

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

-71,860

¹ Cash and cash equivalents, and marketable securities.

 

 

30


 
 

Liquidity

On February 28 th , 2018, Gafisa’s Board of Directors ratified the capital increase approved at the Extraordinary General Meeting of December 2017. The capital increase, totaling R$250.8 million, contributed to adjust the capital structure and reinforces the Company’s position to operate in this new growth cycle of the real estate market.

At the end of 1Q18, the Company’s Net Debt/Shareholders’ Equity ratio was 81.6%, compared to 126.1% at the end of 4Q17, mainly reflecting the Company’s capital increase. Excluding project finance, the Net Debt/Shareholders’ Equity ratio was 9.6%.

In 1Q18, the gross debt reached R$983.5 million, down 11.0% q-o-q, with an expressive 38.0% reduction y-o-y. The net debt amounted to R$778.5 million, 18.7% and 42.2% lower than in 4Q17 and 1Q17, respectively.

Table 18 – Debt and Investor Obligations (R$ 000)

 

1Q18

4Q17

Q/Q (%)

1Q17

Y/Y (%)

Debentures - FGTS (A)

-

-

-

311,202

-

Debentures – Working Capital (B)

168,041

207,713

-19.1%

140,485

19.6%

Project Financing SFH – (C)

686,728

733,103

-6.3%

970,370

-29.2%

Working Capital (D)

128,699

164,082

-21.6%

165,256

-22.1%

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

983,468

1,104,898

-11.0%

1,587,313

-38.0%

Investor Obligations (F)

-

-

-

1,999

-

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

983,468

1,104,898

-11.0%

1,589,312

-38.1%

Cash and Availabilities¹ (H)

204,938

147,462

39.0%

236,934

-13.5%

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

778,530

957,436

-18.7%

1,352,378

-42.4%

Equity + Minority Shareholders (J)

936,904

759,404

25.6%

1,562,141

-38.9%

(Net Debt) / (PL)  (I)/(J) = (K)

83.1%

126.1%

-4445 bps

86.6%

-495 bps

(Net Debt – Proj. Fin.) / Equity  (I)-((A)+(C))/(J) = (L)

9.8%

29.5%

-1992 bps

4.5%

509 bps

¹ Cash and cash equivalents and marketable securities.

 

The Company ended 1Q18 with R$335.8 million in total debt maturing in the short term, or 34.1% of the total debt, compared to 51.5% at the end of 4Q17. We point out that Gafisa renegotiated the maturity of debts expiring in 2018 and 2019 in the approximate amount of R$456.3 million for 2020 and 2021, which was a precedent condition to the capital increase mentioned above. On March 31 st , 2017, the consolidated debt average cost was 11.59% p.a.

                                                    Table 19 – Debt Maturity

(R$ 000)

Average Cost (a.a.)

Total

Until Mar/19

Until Mar/20

Until Mar/21

Until Mar/22

Debentures – Working Capital (B)

CDI + 3.0% / CDI + 5.25% / IPCA + 8.37%

168,041

11,408

115,112

41,521

-

Project Financing (C)

TR + 8.30% to 14.19% / 12.87% and 143% CDI

686,728

266,056

201,909

173,475

45,288

Working Capital (D)

135% CDI / CDI + 2.5% / CDI + 3% / CDI + 4.25% / CDI + 5%

128,699

58,320

17,139

47,009

6,231

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

 

983,468

335,784

334,160

262,005

51,519

% of Total Maturity per period

 

34.1%

34.0%

26.6%

5.2%

Project debt maturing as % of total debt ((A)+ (C))/ (E)

 

79.2%

60.4%

66.2%

87.9%

Corporate debt maturing as % of total debt ((B)+(D))/ (E)

 

20.8%

39.6%

33.8%

12.1%

Ratio Corporate Debt / Mortgage

30.2% / 69.8%

     
               

 

31


 
 

 

São Paulo, May 10 th , 2018.

 

Alphaville Urbanismo SA releases its results for the first quarter of 2018.

 

Financial Results

In the first quarter of 2018, net revenues were R$ 86 million and net profit was R$-92 million.

 

 

1Q18

1Q17

1Q18 vs. 1Q17

Net revenues

86

61

39%

Net income

-92

-103

n/a

 

 

 

 

 

For further information, please contact our Investor Relations team at ri@alphaville.com.br or +55 11 3038-7131.

 

 

32


 
 

 

Consolidated Financial Statements

 

1Q18

4Q17

Q/Q (%)

1Q17

Y/Y (%)

Net Revenue

213,397

164,706

29.6%

136,539

56.3%

Operating Costs

(190,535)

(335,433)

-43.2%

(153,706)

24.0%

Gross Profit

22,862

(170,727)

-

(17,167)

-

Gross Margin

10.7%

-103.7%

-

-12,6%

-

Operating Expenses

(59,783)

(292,573)

-79.6%

(109,994)

-45.6%

Selling Expenses

(24,279)

(24,399)

-0.5%

(19,056)

27.4%

General and Administrative Expenses

(18,696)

(24,165)

-22.6%

(27,369)

-31.7%

Other Operating Revenue/Expenses

(12,205)

(150,246)

-91.9%

(19,702)

-38.1%

Depreciation and Amortization

(3,985)

(31,560)

-87.4%

(8,708)

-54.2%

Equity Income

(618)

(62,203)

-99.0%

(35,159)

-98.2%

Operational Result

(36,921)

(463,300)

-92.0%

(127,161)

-71.0%

Financial Income

5,344

6,053

-11.7%

7,870

-32.1%

Financial Expenses

(25,294)

(30,302)

-16.5%

(36,430)

-30.6%

Net Income Before taxes on Income

(56,871)

(487,549)

-88.3%

(155,721)

-63.5%

Deferred Taxes

-

25,932

-

-

-

Income Tax and Social Contribution

(232)

(1,159)

-80.0%

(1,346)

-82.8%

Net Income After Taxes on Income

(57,103)

(462,776)

-87.7%

(157,067)

-63.6%

Continued Op. Net Income

(57,103)

(462,776)

-87.7%

(157,067)

-63.6%

Discontinued Op. Net Income

-

-

-

107,720

-

Minority Shareholders

(1,179)

(161)

632.3%

50

-

Net Income

(55,924)

(462,615)

-87.9%

(49,397)

13.2%

 

 

33


 
 

 

 

Consolidated Balance Sheet

 

1Q18

4Q17

Q/Q(%)

1Q17

Y/Y(%)

Current Assets

 

 

 

 

 

Cash and Cash equivalents

23,654

28,527

-17.1%

23,814

-0.7%

Securities

181,284

118,935

52.4%

213,120

-14.9%

Receivables from clients

508,421

484,761

8.4%

665,071

-21.0%

Properties for sale

849,737

882,189

-3.7%

1,058,742

-19.7%

Other accounts receivable

115,928

110,626

4.8%

76,656

51.2%

Prepaid expenses and other

5,136

5,535

-7.2%

6,839

-24.9%

Land for sale

65,798

102,352

-35.7%

3.270

1912.2%

Long-term Assets for sale

-

-

-

1,412.682 

-

Subtotal

1,749,958

1,732,925

2.0%

3,460.194

-48.9%

 

 

 

 

 

 

Long-term Assets

 

 

 

 

 

Receivables from clients

186,897

199,317

-6.2%

241,563

-22.6%

Properties for sale

336,511

339,797

-1.0%

599,046

-43.8%

Other

91,568

86,351

6.0%

93,983

-2.6%

Subtotal

614,976

625,465

-1.7%

934,592

-34.2%

Intangible, Property and Equipment

41,005

40,622

0.9%

47,113

-13.0%

Investments

479,445

479,126

0.1%

764,852

-37.3%

 

 

 

 

 

 

Total Assets

2,885,384

2,878,138

0.8%

5,206,751

-44.3%

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Loans and financing

324,376

481,073

-32.6%

650,152

-50.1%

Debentures

11,408

88,177

-87.1%

335,317

-96.6%

Obligations for purchase of land advances from customers

142,766

156,457

-8.8%

194,283

-26.5%

Material and service suppliers

99,165

98,662

0.5%

68,788

44.2%

Taxes and contributions

52,016

46,430

12.0%

47,132

10.4%

Other

325.760

342,887

-5.0%

399,735

-18.5%

In Natura Dividends

-

 

 

327,230

 

Liabilities on Assets from Discontinued Operations

-

-

-

653,204

-

Subtotal

955,491

1,213,686

-21.3%

2,675,841

-64.3%

 

 

 

 

 

 

Long-term liabilities

 

 

 

 

 

Loans and financings

491,051

416,112

18.0%

485,474

1.1%

Debentures

156,633

119,536

31.0%

116,370

34.6%

Obligations for Purchase of Land and advances from customers

134,924

152,377

-11.5%

93,892

43.7%

Deferred taxes

74,473

74,473

0.0%

100,405

-25.8%

Provision for Contingencies

78,293

82,063

-4.6%

84,720

-7.6%

Other

57,615

60,487

-4.7%

87,908

-34.5%

Subtotal

992,989

905,048

9.7%

968,769

2.5%

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

Shareholders’ Equity

934,236

755,557

25.9%

1,553,057

-38.8%

Minority Shareholders

2,668

3,847

-30.6%

9,084

-70.6%

Subtotal

936,904

759,404

25.6%

1,562,141

-38.9%

Total Liabilities and Shareholders’ Equity

2,885,384

2,878,138

0.8%

5,206,751

-44.3%

 

 

34


 
 

Consolidated Cash Flow

 

1Q18

1Q17

Net Income (Loss) before taxes

 (56,871)

 (48,001)

Expenses/revenues that does not impact working capital

 8,068

 (20,301)

Depreciation and amortization

 3,985

 8,708

Impairment

 (9,176)

 (7,044)

Expense with stock option plan

 (91)

 2,128

Unrealized interest and fees, net

 3,781

 25,761

Equity Income

 618

 35,159

Provision for guarantee

 (834)

 (1,601)

Provision for contingencies

 11,527

 16,736

Profit Sharing provision

 1,231

 4,237

Provision (reversal) for doubtful accounts

 (2,953)

 4,141

Gain / Loss of financial instruments

 (20)

 (806)

Provision for impairment of discontinued operation

 -

 (215,440)

Stock sale update

 -

 107,720

Clients

 (31,059)

 75,552

Properties held for sale

 81,468

 64,955

Other accounts receivable

 (4,508)

 6,386

Prepaid expenses and differed sales expenses

 399

 (4,291)

Obligations on land purchase and advances from clients

 (31,144)

 (7,522)

Taxes and contributions

 5,586

 (4,710)

Providers

 110

 (9,874)

Payroll, charges and provision for bonuses

 494

 297

Other liabilities

 (29,803)

 (9,029)

Related party operations

 (5,269)

 (5,573)

Taxes paid

 (232)

 (1,346)

Cash provided by/used in operating activities /discontinued operation

 -

 33,455

Net cash from operating activities

 (62,761)

 69,998

Investment Activities

-

 -

Purchase of fixed and intangible asset

 (4,368)

 (3,616)

Capital contribution in subsidiaries

 (499)

 (77)

Redemption of securities, collaterals and credits

 469,903

 216,017

Securities application and restricted lending

 (532,252)

 (205,491)

Cash provided by/used in investment activities / discontinued operation

 -

 (51,044)

Net cash from investment activities

 (67,216)

 (44,211)

Funding Activities

-

 -

Related party contributions

 (451)

 762

Addition of loans and financing

 51,938

 75,595

Amortization of loans and financing

 (177,149)

 (151,611)

Assignment of credit receivables, net

 -

 21,513

Related Parties Operations

 -

 4,335

Sale of treasury shares

 -

 310

Cash provided by/used in financing activities/ discontinued operation

 -

 34,690

Capital Increase

 167

 -

Subscription and integralization of ordinary shares

 250,599

 -

Net cash from financing activities

 125,104

 (14,406)

Net cash variation for sales operations

 -

 (17,101)

Increase (decrease) in cash and cash equivalents

 (4,873)

 11,381

Beginning of the period

 28,527

 29,534

End of the Period

 23,654

 23,814

Increase (decrease) in cash and cash equivalents

 (4,873)

 11,381

 

 

35


 
 

 

 

 

Gafisa is one of 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 – Brasil, Bolsa, Balcão  (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.

IR Contacts

Carlos Calheiros

Fernando Campos

Telephone: +55 11 3025-9242

Email: ri@gafisa.com.br

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

Media Relations

Máquina Cohn & Wolfe

Marilia Paiotti / Bruno Martins

Telephone: +55 11 3147-7463

Fax: +55 11 3147-7438

E-mail: gafisa@grupomaquina.com

 

 

 

36


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

( 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 or 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 who share similar objectives.

 

The Company has stocks traded at B3 S.A. – Brasil, Bolsa, Balcão (former BM&FBovespa) 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. The controlled entities substantially share managerial and operating structures, and corporate, managerial and operating costs with the Company. The SPEs, condominiums and consortia operate solely in the real estate industry and are linked to specific ventures.

 

 

On February 28, 2018, the Board of Directors partially ratified the capital increase approved at the Extraordinary Shareholders’ Meeting held on December 20, 2017, considering the subscription and contribution of 16,717,752 new common shares, at a price per share of R$15.00, of which R$0.01 per share allocated to capital, and R$14.99 per share allocated to capital reserve, totaling R$167 and R$250,599, respectively. The capital increase is included in the Company’s plans for reinforcing cash availability, strengthening its capital structure in view of the current indebtedness level, as well as making viable the Company’s strategic and operational positioning for a new cycle of the real estate market.

 

 

 

 

 

 

 

37


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

( 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 10, 2018, the Company’s Board of Directors approved these individual and consolidated quarterly information of the Company and authorized their disclosure.

 

The Quarterly Information (ITR) were prepared in accordance with the Accounting Pronouncements Committee (CPC) Technical Pronouncement (CPC) 21 (R1) – Interim Financial Reporting, considering the guidance provided in oficio circular/CVM/SNC/SEP 01/2018 related to the application of Technical Orientation - OCPC 04, issued by the CPC and approved by the Brazilian Securities and Exchange Commission (“CVM”) and the Federal Accounting Council (CFC), about the revenue recognition over time, as well as presented consistently with the rules issued by the CVM applicable to the ITR preparation.

 

Except for the changes described in Note 3, the quarterly information were prepared 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, 2017. Therefore, the corresponding quarterly information shall be read together with the financial statements as of December 31, 2017.

 

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 individual quarterly information of the Company.

 

The quarterly information was prepared on a going concern basis. Management periodically 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 Brazilian 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, 2017.

 

 

 

 

38


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

( 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

 

2.1.1.    Consolidated quarterly information

 

The accounting practices were uniformly adopted in all subsidiaries included in the consolidated financial statements and the fiscal year of these companies is the same of 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, 2017.

 

2.1.2.    Statement of Cash Flows

 

In view of the disclosure of the discontinued operations related to Construtora Tenda S.A. in 2017, 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 for the periods ended March 31, 2017. Accordingly, the line item "Foreign Exchange Gains and Losses on Cash and Cash Equivalents", shown 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 discontinued operations and is being presented in this line item as it is impossible to change the line item’s name in this Quarterly Information Form.

 

 

39


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

3.    New standards, changes and interpretation of standards issued and not yet adopted

 

The following standards enter into effect on January 1, 2018:

 

(i)              The IFRS 15 – Revenue from Contracts with Customers (CPC 47) introduces new requirements for measurement and timing of revenue recognition. For the specific case of the real estate development sector, maintaining the POC revenue recognition method or adopting the method of keys, for example, depends on the contractual analyses made by Management. In view of the Oficio circular CVM/SNC/SEP/ 01/2018, issued by CVM’s technical area, which instructed entities to keep following the provisions of OCPC 04 – Application of the Technical Interpretation 02 to the Brazilian Real Estate Development Entities, currently in effect, the Company continued to recognize revenue using the POC method for the period ended March 31, 2018.

 

(ii)             The IFRS 9 – Financial Instruments (CPC 48) includes, among others, new models for classification and measurement of financial instruments, and measurement of prospective expected credit losses for financial and contractual assets.

 

Based on its evaluation, the Company concluded that the new classification requirements did not have a significant impact on the recognition of financial assets measured at fair value.

 

Additionally, according to CPC 48, expected losses are measured using one of the following bases: 12-month expected credit losses, and full lifetime expected credit losses. Therefore, the Company carried out the measurement of the allowance regarding the expected credit losses on contracts sold, which is recorded together with the recognition of the respective revenue.

 

The impact from the first-time adoption on the opening statement of financial position as of January 1, 2018 is as follows:

 

 

Company

Consolidated

 

Originally reported balances

Impact from applying the CPC 48

Balances after applying the CPC 48 as of 01/01/2018

Originally reported balances

Impact from applying the CPC 48

Balances after applying the CPC 48 as of 01/01/2018

Statement of financial position

         

Assets

 

 

 

 

 

 

Trade accounts receivable of development and services

371,228

(16,869)

354,359

484,761

(16,869)

467,892

Other current assets

998,284

-

998,284

1,248,164

-

1,248,164

Total current assets

1,369,512

(16,869)

1,352,643

1,732,925

(16,869)

1,716,056

Total non-current assets

2,169,397

-

2,169,397

1,145,213

-

1,145,213

Total Assets

3,538,909

(16,869)

3,522,040

2,878,138

(16,869)

2,861,269

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Total current liabilities

1,984,597

-

1,984,597

1,213,686

-

1,213,686

Total non-current liabilities

798,755

-

798,755

905,048

-

905,048

Total equity

755,557

(16,869)

738,688

759,404

(16,869)

742,535

Total liabilities and equity

3,538,909

(16,869)

3,522,040

2,878,138

(16,869)

2,861,269

 

 

 

 

 

 

 

 

 

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, 2017.

 

 

40


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

( 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

 

03/31/2018

12/31/2017

03/31/2018

12/31/2017

 

 

 

 

 

Cash and banks

14,387

7,461

23,654

28,527

Total cash and cash equivalents

 (Note 20.i.d, 20.ii.a and 20.iii)

14,387

7,461

23,654

28,527

 

 

4.2.   Short-term investments

 

 

Company

Consolidated

 

03/31/2018

12/31/2017

03/31/2018

12/31/2017

 

 

 

 

 

Fixed-income funds

140,595

62,676

141,684

66,885

Government bonds (LFT) (a)

-

1,164

-

1,207

Securities purchased under resale agreements (a)

-

2,913

-

3,019

Bank certificates of deposit (b)

26,579

36,847

26,666

37,025

Restricted cash in guarantee to loans

371

366

371

366

Restricted credits

7,699

6,979

12,563

10,433

 

 

 

 

 

Total short-term investments

 (Note 20.i.d, 20.ii.a and 20.iii)

175,244

110,945

181,284

118,935

         

 

(a)    On January 12, 2018 the Company discontinued Fundo Square, settling the LFT transactions and the securities purchased under resale agreements linked to the Fundo Like.

 

(b)    As of March 31, 2018, Bank Certificates of Deposit (CDBs) include interest earned through the statement of financial position’s reporting date, ranging from 90% to 101.2% (from 90% to 100.8% as of December 31, 2017) of Interbank Deposit Certificates (CDI).

 

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 4.2 to the financial statements as of December 31, 2017.

 

 

5.    Trade accounts receivable of development and services

 

 

Company

Consolidated

 

03/31/2018

12/31/2017

03/31/2018

12/31/2017

 

 

 

 

 

Real estate development and sales

622,381

563,070

743,973

717,006

( - ) Allowance for doubtful accounts

(46,875)

(32,959)

(46,875)

(32,959)

( - ) Present value adjustments

(14,776)

(12,448)

(17,212)

(14,887)

Services and construction and other receivables

14,871

14,167

15,432

14,918

 

 

 

 

 

Total trade accounts receivable of development and services

 (Note 20.i.d and 20.ii.a)

575,601

531,830

695,318

684,078

 

 

 

 

 

Current

428,979

371,228

508,421

484,761

Non-current

146,622

160,602

186,897

199,317

 

 

 

41


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

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

 

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

 

 

Company

Consolidated

Maturity

03/31/2018

12/31/2017

03/31/2018

12/31/2017

 

 

 

 

 

Past due:

 

 

 

 

Up to 90 days

35,900

33,935

50,037

70,403

From 91 to 180 days

10,739

9,338

17,125

17,861

Over 180 days  

80,035

80,708

101,544

100,581

 

126,674

123,981

168,706

188,845

 

 

 

 

 

Falling due:

 

 

 

 

2018

266,506

280,801

300,432

329,821

2019

147,399

90,498

175,111

114,718

2020

75,016

74,821

90,795

89,099

2021

17,845

3,527

18,870

4,414

2022 onwards

3,812

3,609

5,491

5,027

 

510,578

453,256

590,699

543,079

 

 

 

 

 

( - ) Present value adjustment

(14,776)

(12,448)

(17,212)

(14,887)

( - ) Allowance for doubtful account and cancelled contracts

(46,875)

(32,959)

(46,875)

(32,959)

 

 

 

 

 

 

575,601

531,830

695,318

684,078

 

 

The changes in the allowance for doubtful accounts for the period ended March 31, 2018 is as follows :

 

 

Company and

Consolidated

 

03/31/2018

 

 

Balance at December 31, 2017

(32,959)

CPC 48 first-time adoption at 01/01/2018 (Note 3)

(16,869)

Additions (Note 22)

(249)

Write-offs / Reversals (Note 22)

3,202

Balance at March 31, 2018

(46,875)

 

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 5 to the financial statements as of December 31, 2017.

 

 

6.    Properties for sale

 

 

Company

Consolidated

 

03/31/2018

12/31/2017

03/31/2018

12/31/2017

 

 

 

 

 

Land

503,516

493,422

564,346

544,057

( - ) Provision for loss on realization of land

(102,249)

(98,752)

(102,249)

(98,752)

( - ) Present value adjustment

(11,674)

(9,689)

(11,828)

(9,829)

Property under construction (Note 29)

390,293

410,797

491,440

507,619

Completed units

293,195

327,842

320,648

359,601

( - ) Provision for loss on realization of properties under construction and completed units

(76,109)

(80,710)

(76,109)

(80,710)

 

 

 

 

 

Total properties for sale

996,972

1,042,910

1,186,248

1,221,986

 

 

 

 

 

Current portion

711,171

753,748

849,737

882,189

Non-current portion

285,801

289,162

336,511

339,797

 

 

42


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

 

6.    Properties for sale --Continued

 

In the period ended March 31, 2018, the change in the provision for loss on realization is summarized as follows:

 

 

Company and

Consolidated

Balance at December 31, 2017

(179,462)

Reclassification of land available for sale (Note 8.1)

(3,497)

Write-offs

4,601

Balance at March 31, 2018

(178,358)

 

 

The amount of properties for sale offered as guarantee for financial liabilities is described in Note 12.

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 6 to the financial statements as of December 31, 2017.

 

 

7.    Other assets

 

 

Company

Consolidated

 

03/31/2018

12/31/2017

03/31/2018

12/31/2017

 

 

 

 

 

Advances to suppliers

4,603

2,081

5,277

5,358

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

24,461

26,808

31,308

33,623

Judicial deposits (Note 16)

87,281

80,903

90,051

83,523

Total other assets

116,345

109,792

126,636

122,504

 

 

 

 

 

Current portion

50,082

47,640

58,259

58,332

Non-current portion

66,263

62,152

68,377

64,172

 

 

 

8.    Non-current assets held for sale

 

8.1 Land available for sale

        

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

 

 

Company

 

Consolidated

 

Cost

Provision for impairment

Net balance

 

Cost

Provision for impairment

Net balance

 

 

 

 

 

 

 

 

Balance at December 31, 2017

    113,824

     (68,827)

      44,997

 

     233,522

    (131,170)

    102,352

Reclassification to Properties for Sale (Note 6)

(40,262)

3,497

(36,765)

 

(40,262)

3,497

(36,765)

Additions (Note 23)

237

-

237

 

265

-

265

Reversals/ Write-offs

(4,629)

4,575

(54)

 

(4,629)

4,575

(54)

Balance at March 31, 2018

69,170

(60,755)

8,415

 

188,896

(123,098)

65,798

 

 

43


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

 

8. Non-current assets held for sale --Continued

 

8.2 Disposal group held for sale and profit or loss of discontinued operations

 

 

Company

Consolidated

 

03/31/2018

03/31/2017

03/31/2018

03/31/2017

 

 

 

 

 

Reversal of impairment loss (i)

-

215,440

-

215,440

Portion related to payable for sale of shares (iii)

-

(107,720)

-

(107,720)

Impairment loss on Tenda’s profit or loss

-

(18,940)

-

(18,940)

Tenda’s profit or loss for the period ended March 31, 2017 (ii)

-

18,940

-

18,940

Profit or loss of discontinued operations

-

107,720

-

107,720


(i) The measurement of non-current assets held for sale at the lower of the carrying value and the fair value less cost to sell. For the period ended March 31, 2017, the fair value of discontinued operations was adjusted, considering the weighted average price per share for exercising preemptive rights at R$12.12.

(ii) Amount of the profit or loss from discontinued operations, net of the eliminations related to intercompany transactions.

(iii) Amount of R$107,720 related to the obligation to sell 50% of Construtora Tenda S.A.’s shares for the price of R$8.13 per share, settled on May 4, 2017, reflected in the profit or loss of discontinued operations, in order to reflect the difference between the fair value of the group of assets held for sale and the effective selling price.

 

For the period ended 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.

 

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

 

Period ended 03/31/2017

 

 

Cash flow

Period ended 03/31/2017

 

 

 

 

 

 

 

 

 

Net operating revenue

 

324,687

 

 

Operating activities

33,455

 

Operating costs

 

(217,372)

 

 

Investing activities

(51,044)

 

Operating expenses, net

 

(81,099)

 

 

Financing activities

34,690

 

Depreciation and amortization

 

(3,272)

 

 

 

 

 

Income from equity method investments

 

89

 

 

 

 

 

Financial income (expenses)

 

(663)

 

 

 

 

 

Income tax and social contribution

 

(4,533)

 

 

 

 

 

 

 

17,837

 

 

 

 

 

Non-controlling interests

 

(1,103)

 

 

 

 

 

Net income for the year

 

18,940

 

 

 

 

 

 

 

44


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

 

9.    Investments in subsidiaries and jointly controlled investees

 

(i)      Information on subsidiaries, jointly-controlled investees and associates

 

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

 

 

Interest in capital - %

Total assets

Total liabilities

Equity and advance for future capital increase

Profit (loss) for the year

Investments

Income from equity method investments

Investments

Income from equity method investments

Subsidiaries:

 

03/31/2018

12/31/2017

03/31/2018

03/31/2018

03/31/2018

12/31/2017

 

03/31/2018

03/31/2017

03/31/2018

12/31/2017

03/31/2018

03/31/2017

03/31/2018

12/31/2017

03/31/2018

03/31/2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gafisa SPE- 130 Emp. Imob. Ltda.

-

100%

100%

84,645

15,849

68,796

69,956

 

(1,160)

(7,829)

68,796

69,956

(1,160)

(7,829)

-

-

-

-

Gafisa SPE-111 Emp. Imob. Ltda.

-

100%

100%

66,226

4,334

61,892

62,073

 

(182)

(192)

61,892

62,073

(182)

(192)

-

-

-

-

Maraville Gafsa SPE Emp. Imob. Ltda.

-

100%

100%

74,637

17,911

56,726

56,743

 

(17)

1,740

56,726

56,743

(17)

1,740

-

-

-

-

Gafisa SPE-89 Emp. Imob. Ltda.

-

100%

100%

57,849

6,819

51,030

51,214

 

(184)

(7)

51,030

51,214

(184)

(7)

-

-

-

-

Gafisa SPE - 127 Emp. Imob. Ltda.

-

100%

100%

46,653

704

45,949

46,135

 

(185)

(190)

45,949

46,135

(185)

(190)

-

-

-

-

Gafisa SPE-51 Emp. Imob. Ltda.

-

100%

100%

48,446

2,501

45,945

45,968

 

(24)

135

45,945

45,968

(24)

135

-

-

-

-

Gafisa SPE - 121 Emp. Imob. Ltda.

-

100%

100%

46,083

1,712

44,371

44,372

 

(1)

(371)

44,371

44,372

(1)

(371)

-

-

-

-

Gafisa SPE 72 Emp. Imob. Ltda.

-

100%

100%

44,220

485

43,735

43,809

 

(74)

60

43,735

43,809

(74)

60

-

-

-

-

Gafisa SPE - 122 Emp. Imob. Ltda.

-

100%

100%

60,938

17,404

43,534

49,255

 

(5,721)

(187)

43,534

49,255

(5,721)

(187)

-

-

-

-

Gafisa SPE-104 Emp. Imob. Ltda.

-

100%

100%

121,317

78,546

42,771

40,744

 

2,027

558

42,771

40,744

2,027

558

-

-

-

-

Gafisa SPE-110 Emp. Imob. Ltda.

-

100%

100%

40,948

1,050

39,898

40,084

 

(186)

66

39,898

40,084

(186)

66

-

-

-

-

Gafisa SPE - 120 Emp. Imob. Ltda.

-

100%

100%

38,037

608

37,429

37,469

 

(41)

(37)

37,429

37,469

(41)

(37)

-

-

-

-

Manhattan Square Em. Im. Res. 02 Ltda

-

100%

100%

36,136

110

36,026

36,026

 

-

-

36,026

36,026

-

-

-

-

-

-

SPE Parque Ecoville Emp. Imob. Ltda.

-

100%

100%

39,708

9,176

30,532

30,909

 

(377)

(73)

30,532

30,909

(377)

(73)

-

-

-

-

Gafisa SPE-107 Emp. Imob. Ltda.

-

100%

100%

29,528

6

29,522

29,522

 

(1)

2

29,522

29,522

(1)

2

-

-

-

-

Gafisa SPE-134 Emp. Imob. Ltda.

-

100%

100%

43,473

14,804

28,669

29,635

 

(966)

246

28,669

29,635

(966)

246

-

-

-

-

Gafisa SPE- 129 Emp. Imob. Ltda.

-

100%

100%

27,927

972

26,955

26,913

 

42

(1,668)

26,955

26,913

42

(1,668)

-

-

-

-

Gafisa SPE-41 Emp. Imob. Ltda.

-

100%

100%

26,597

8

26,589

26,581

 

9

5

26,589

26,581

9

5

-

-

-

-

Gafisa SPE- 132 Emp. Imob. Ltda.

-

100%

100%

38,556

14,501

24,055

24,142

 

(88)

(367)

24,055

24,142

(88)

(367)

-

-

-

-

Verdes Pracas Incorp. Imobi. SPE Ltda.

-

100%

100%

25,622

3,058

22,564

22,565

 

(1)

289

22,564

22,565

(1)

289

-

-

-

-

Gafisa SPE-112 Emp. Imob. Ltda.

-

100%

100%

21,925

95

21,830

21,831

 

(1)

-

21,830

21,831

(1)

-

-

-

-

-

Gafisa SPE - 126 Emp. Imob. Ltda.

-

100%

100%

19,561

32

19,529

19,548

 

(19)

(398)

19,529

19,548

(19)

(398)

-

-

-

-

Manhattan Square Em. Im. Com. 02 Ltda

-

100%

100%

17,959

1

17,958

17,958

 

-

-

17,958

17,958

-

-

-

-

-

-

Gafisa SPE 46 Emp. Imob. Ltda.

-

100%

100%

17,751

164

17,587

17,557

 

30

(253)

17,587

17,557

30

(253)

-

-

-

-

Edsp 88 Participações S.A.

-

100%

100%

29,172

12,667

16,505

16,466

 

39

391

16,505

16,466

39

391

-

-

-

-

Gafisa SPE 30 Emp. Imob. Ltda.

-

100%

100%

16,486

208

16,278

16,276

 

1

12

16,278

16,276

1

12

-

-

-

-

Gafisa SPE-92 Emp. Imob. Ltda.

-

100%

100%

15,756

118

15,638

15,663

 

(25)

19

15,638

15,663

(25)

19

-

-

-

-

Gafisa SPE-106 Emp. Imob. Ltda.

-

100%

100%

15,590

6

15,584

15,596

 

(12)

-

15,584

15,596

(12)

-

-

-

-

-

Gafisa Vendas Interm. Imobiliaria Ltda

-

100%

100%

20,550

6,353

14,197

17,727

 

(3,531)

(3,403)

14,197

17,727

(3,531)

(3,403)

-

-

-

-

Gafisa SPE 33 Emp. Imob. Ltda.

-

100%

100%

196,225

182,397

13,828

13,480

 

349

42

13,828

13,480

349

42

-

-

-

-

Gafisa SPE 71 Emp. Imob. Ltda.

-

100%

100%

12,667

167

12,500

12,505

 

(5)

(1,146)

12,500

12,505

(5)

(1,146)

-

-

-

-

Gafisa SPE 65 Emp. Imob. Ltda.

-

100%

100%

11,306

284

11,022

11,014

 

9

15

11,022

11,014

9

15

-

-

-

-

Gafisa SPE 36 Emp. Imob. Ltda.

-

100%

100%

9,208

350

8,858

8,872

 

(14)

(45)

8,858

8,872

(14)

(45)

-

-

-

-

Gafisa SPE-81 Emp. Imob. Ltda.

-

100%

100%

9,611

1,164

8,447

8,440

 

6

(14)

8,447

8,440

6

(14)

-

-

-

-

Gafisa SPE-38 Emp. Imob. Ltda.

-

100%

100%

7,948

1

7,947

7,948

 

(1)

(1)

7,947

7,948

(1)

(1)

-

-

-

-

Gafisa SPE-109 Emp. Imob. Ltda.

-

65%

65%

7,236

55

7,181

7,181

 

-

1

7,181

7,181

-

1

-

-

-

-

Gafisa SPE-37 Emp. Imob. Ltda.

-

100%

100%

7,123

470

6,653

6,663

 

(10)

(11)

6,653

6,663

(10)

(11)

-

-

-

-

Gafisa SPE-90 Emp. Imob. Ltda.

-

100%

100%

8,626

2,200

6,426

6,470

 

(44)

-

6,426

6,470

(44)

-

-

-

-

-

Gafisa SPE - 123 Emp. Imob. Ltda.

-

100%

100%

15,970

10,066

5,904

6,101

 

(197)

(2,705)

5,904

6,101

(197)

(2,705)

-

-

-

-

Gafisa SPE-87 Emp. Imob. Ltda.

-

100%

100%

5,410

402

5,008

5,069

 

(61)

(8)

5,008

5,069

(61)

(8)

-

-

-

-

OCPC01 Adjustment – capitalized

(a)

 

 

-

-

-

-

 

-

-

23,194

22,805

388

(4,948)

-

-

-

-

Other (*)

 

 

 

54,242

9,141

45,101

48,004

 

(2,915)

(1,678)

42,431

44,158

(1,727)

(289)

-

-

-

-

Subtotal Subsidiaries

 

 

 

1,517,868

416,899

1,100,969

1,114,484

 

(13,531)

(17,002)

1,121,493

1,133,443

(11,955)

(20,561)

-

-

-

-

 

 

 

 

45


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

 

9.    Investments in subsidiaries and jointly controlled investees --Continued

 

(I) Information on subsidiaries, jointly-controlled investees and associates --Continued

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

 

 

Interest in capital - %

Total assets

Total liabilities

Equity and advance for future capital increase

Profit (loss) for the year

Investments

Income from equity method investments

Investments

Income from equity method investments

Jointly-controlled investees:

 

03/31/2018

12/31/2017

03/31/2018

03/31/2018

03/31/2018

12/31/2017

03/31/2018

03/31/2017

03/31/2018

12/31/2017

03/31/2018

03/31/2017

03/31/2018

12/31/2017

03/31/2018

03/31/2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gafisa SPE-116 Emp. Imob. Ltda.

-

50%

50%

129,721

14,437

115,284

116,085

(802)

1,533

57,642

58,043

(401)

767

57,642

58,043

(401)

767

Gafisa E Ivo Rizzo SPE-47 Emp. Imob. Ltda.

-

80%

80%

33,015

619

32,396

32,393

3

3

25,917

25,914

2

1

25,917

25,914

2

1

Parque Arvores Empr. Imob. Ltda.

(b)

50%

50%

34,852

3,098

31,754

30,616

1,355

756

15,877

15,308

569

378

15,877

15,308

569

378

Sitio Jatiuca Emp. Imob. SPE Ltda

-

50%

50%

31,525

2,977

28,548

28,143

404

(9,444)

14,274

14,072

202

(4,722)

14,274

14,072

202

(4,722)

FIT 13 SPE Emp. Imobiliários Ltda.

-

50%

50%

23,240

2,284

20,956

20,885

70

(56)

10,478

10,442

35

(28)

10,478

10,442

35

(28)

Varandas Grand Park Emp. Im. Spe Ltda

(b)

50%

50%

63,630

43,456

20,174

19,858

99

(802)

10,087

9,929

157

(401)

10,086

9,929

157

(401)

Atins Emp. Imob.s Ltda.

-

50%

50%

26,901

7,481

19,420

18,998

422

126

9,710

9,499

211

63

9,710

9,499

211

63

Performance Gafisa General Severiano Ltda

-

50%

50%

28,469

17,081

11,388

11,371

14

145

5,694

5,686

7

72

5,694

5,686

7

72

Other (*)

(b)

50%

50%

135,402

71,770

63,632

84,740

(587)

2,302

34,328

34,674

(843)

1,119

44,628

44,965

(801)

782

Subtotal Jointly-controlled investees

 

 

 

506,755

163,203

343,552

363,089

978

(5,437)

184,007

183,567

(61)

(2,751)

194,306

193,858

(19)

(3,088)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Associates:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alphaville Urbanismo S.A.

(e)

30%

30%

2,197,486

2,431,157

(233,672)

(141,290)

(92,382)

(103,415)

-

-

-

(31,024)

-

-

-

(31,024)

Citta Ville SPE Emp. Imob. Ltda.

-

50%

50%

17,596

5,304

12,292

12,555

(246)

(1,804)

6,146

6,277

(123)

(902)

6,146

6,277

(123)

(902)

Other (*)

 

 

 

1,141

17

1,124

1,119

6

15

506

504

2

7

5,093

5,091

2

(11)

Subtotal Associates

 

 

 

2,216,223

2,436,478

(220,256)

(127,616)

(92,622)

(105,204)

6,652

6,781

(121)

(31,919)

11,239

11,368

(121)

(31,937)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal subsidiaries, jointly-controlled investees and associates

4.240.846

3.016.580

1.224.265

1,349,957

(105,175)

(127,643)

1,312,152

1,323,791

(12,137)

(55,231)

205,545

205,226

(140)

(35,025)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill based on inventory surplus

-

 

 

 

 

 

 

 

 

462

462

-

-

-

-

-

-

Goodwill from remeasurement of investment in associate

(c)

 

 

 

 

 

 

 

 

273,900

273,900

-

-

273,900

273,900

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investments

 

 

 

 

 

 

 

 

 

1,586,514

1,598,153

(12,137)

(55,231)

479,445

479,126

(140)

(35,025)

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


 

 

 

 

 

 

 

 

 

 

 

 

 

Company

Consolidated

 

Interest in capital - %

Total assets

Total liabilities

Equity and advance for future capital increase

Profit (loss) for the year

Investments

Income from equity method investments

Investments

Income from equity method investments

Provision for net capital deficiency (d):

03/31/2018

12/31/2017

03/31/2018

03/31/2018

03/31/2018

12/31/2017

03/31/2018

03/31/2017

03/31/2018

12/31/2017

03/31/2018

03/31/2017

03/31/2018

12/31/2017

03/31/2018

03/31/2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manhattan Square Em. Im. Res. 01 Ltda

50%

50%

4,850

7,782

(2,932)

(2,481)

(102)

-

(1,466)

(1,240)

(225)

-

(1,466)

(1,240)

(225)

-

Gafisa SPE 128 Emp. Imob. Ltda.

100%

100%

10,121

11,207

(1,086)

(1)

(1,085)

-

(1,086)

(1)

(1,085)

-

-

-

-

-

Manhattan Square Em. Im. Com. 01 Ltda

50%

50%

4,905

7,011

(2,106)

(1,573)

(91)

-

(1,053)

(787)

(267)

-

(1,053)

(787)

(267)

-

Other (*)

 

 

41

837

(795)

(655)

(140)

(138)

(745)

(602)

(134)

(140)

(34)

(36)

14

(134)

Total provision for net capital deficiency

 

 

19,917

26,837

(6,919)

(4,710)

(1,418)

(138)

(4,350)

(2,630)

(1,711)

(140)

(2,553)

(2,063)

(478)

(134)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Income from equity method investments

 

 

 

 

 

 

 

 

 

 

(13,848)

(55,371)

 

 

(618)

(35,159)

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

 

(a)     Financial charges of the Company not appropriated to the profit or loss of subsidiaries, as required by paragraph 6 of OCPC01.

(b)     The Company recorded expense of R$699 in Income from equity method investments for the period ended March 31, 2018 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.

(c)     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$273,900.

(d)     The provision for net capital deficiency is recorded in the heading “Other payables” (Note 15).

(e)     In view of the net capital deficiency of AUSA, and in line with CPC 18 (R2) – Investment in Associates, Subsidiaries and Joint Ventures, the Company discontinued the recognition of its interest in future losses after reducing to zero the carrying amount of the 30% interest.

 

46


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

 

9.    Investments in subsidiaries and jointly controlled investees --Continued

 

 

 

(iii)            Information on significant investees

 

 

Significant investee:

 

Other investees:

 

Alphaville Urbanismo S.A.

 

Subsidiaries

Jointly-controlled investees

Associates

 

03/31/2018

12/31/2017

 

03/31/2018

12/31/2017

03/31/2018

12/31/2017

03/31/2018

12/31/2017

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

Not available

43,478

 

5,447

10,645

28,002

49,912

683

773

Current assets

Not available

1,049,221

 

1,221,448

1,499,490

463,074

499,438

18,733

18,826

Non-current assets

Not available

1,195,723

 

296,420

294,787

43,681

47,030

4

4

Current liabilities

Not available

413,469

 

341,725

590,836

137,235

149,100

3,002

2,923

Non-current liabilities

Not available

1,947452

 

75,174

88,956

25,968

34,280

2,319

2,233

 

 

 

 

 

 

 

 

 

 

 

03/31/2018

03/31/2017

 

03/31/2018

03/31/2017

03/31/2018

03/31/2017

03/31/2018

03/31/2017

Net revenue

86,081

61,854

 

16,116

35,282

9,541

15,355

10

(3,346)

Operating costs

Not available

n/a

 

(15,147)

(35,856)

(6,191)

(17,143)

(8)

1,897

Depreciation and Amortization

Not available

n/a

 

(380)

(128)

(2)

(188)

-

-

Financial income (expenses)

Not available

n/a

 

(2,093)

906

(1,346)

59

-

5

Income tax and social contribution

Not available

n/a

 

(269)

(1,168)

(220)

(496)

-

(16)

Profit (loss) from Continued Operations

(92,382)

(103,415)

 

(13,531)

(17,003)

978

(5,437)

(240)

(1,789)

 

 

(iii) Change in investments

 

 

 

 

 

 

 

Company

Consolidated

 

 

 

 

Balance at December 31, 2017

 

1,598,153

479,126

Income from equity method investments

 

(12,137)

(140)

Capital contribution (decrease)

 

490

490

Other investments

 

8

(31)

Balance at March 31, 2018

 

1,586,514

479,445

 

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 9 to the financial statements as of December 31, 2017.

 

47


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

10 Property and equipment

 

 

 

 

Company

Consolidated

 

Type

12/31/2017

Addition

Write-off

100% depreciated items

03/31/2018

12/31/2017

Addition

Write-off

100% depreciated items

03/31/2018

Cost

 

 

 

 

 

 

 

 

 

 

Hardware

9,567

527

(109)

(143)

9,842

9,729

527

(109)

(143)

10,004

Leasehold improvements and installations

5,166

28

(60)

-

5,134

5,272

28

(60)

-

5,240

Furniture and fixtures

675

-

-

(1)

674

907

-

-

(1)

906

Machinery and equipment

2,640

-

-

-

2,640

2,640

-

-

-

2,640

Sales stands

9,547

2,735

-

(1,271)

11,011

13,881

2,786

-

(1,271)

15,396

 

27,595

3,290

(169)

(1,415)

29,301

32,429

3,341

(169)

(1,415)

34,186

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

 

Hardware

(1,283)

(831)

100

143

(1,871)

(1,291)

(842)

100

143

(1,890)

Leasehold improvements and installations

(1,631)

(129)

60

-

(1,700)

(1,677)

(134)

60

-

(1,751)

Furniture and fixtures

(419)

(17)

-

1

(435)

(632)

(20)

-

1

(651)

Machinery and equipment

(1,872)

(66)

-

-

(1,938)

(1,872)

(66)

-

-

(1,938)

Sales stands

(2,671)

(865)

-

1,271

(2,265)

(4,615)

(1,172)

-

1,271

(4,516)

 

(7,876)

(1,908)

160

1,415

(8,209)

(10,087)

(2,234)

160

1,415

(10,746)

 

 

 

 

 

 

 

 

 

 

 

Total property and equipment

19,719

1,382

(9)

-

21,092

22,342

1,107

(9)

-

23,440

 

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 10 to the financial statements as of December 31, 2017.

 

 

11.  Intangible assets

 

Company

 

12/31/2017

 

 

 

 

03/31/2018

 

Balance

Addition

Write-down

Amortization

100% amortized items

Balance

 

 

 

 

 

 

 

Software – Cost

31,931

522

-

-

-

32,453

Software – Amortization

(14,501)

-

-

(1,695)

-

(16,196)

Other

-

513

-

-

-

513

Total intangible assets

17,430

1,035

-

(1,695)

-

16,770

 

 

 

 

 

                   

 

 

Consolidated

 

12/31/2017

 

 

 

 

03/31/2018

 

Balance

Addition

Write-down

Amortization

100% amortized items

Balance

 

 

 

 

 

 

 

Software – Cost

32,658

523

-

-

-

33,181

Software – Amortization

(14,965)

-

-

(1,751)

-

(16,716)

Other

587

513

-

-

-

1,100

Total intangible assets

18,280

1,036

-

(1,751)

-

17,565

 

 

 

 

 

                   

 

 

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 11 to the financial statements as of December 31, 2017.

 

 

 

48


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

12.  Loans and financing

 

 

 

 

Company

Consolidated

Type

Maturity

Annual interest rate

03/31/2018

12/31/2017

03/31/2018

12/31/2017

 

 

 

 

 

 

 

National Housing System - SFH /SFI

May 2018 to July2021

8.30% to 14.19% + TR

12.87% and 143% of CDI

577,193

598,047

686,728

733,103

Certificate of Bank Credit - CCB (i)

 

March 2019 to June 2021

 

 

135% of CDI

2.5%/ 3%/ 4.25%/ 5%+CDI

128,699

164,083

128,699

164,082

Total loans and financing ( (Note 20.i.d, 20.ii.a and 20.iii)

705,892

762,130

815,427

897,185

 

 

 

 

 

 

 

Current portion

 

 

228,753

386,605

271,798

442,073

 Current portion – reclassification for non-fulfillment of covenant

 

52,578

65,000

52,578

65,000

Current portion

 

 

281,331

425,605

324,376

481,073

Non-current portion

 

 

424,561

336,525

491,051

416,112

 

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

 

 

Company

 

Consolidated

Maturity

03/31/2018

12/31/2017

 

03/31/2018

12/31/2017

 

 

 

 

 

 

2018

196,535

425,605

 

235,415

481,073

2019

170,885

235,076

 

218,555

287,227

2020

234,265

92,118

 

255,948

116,799

2021

104,207

9,331

 

105,509

12,086

 

705,892

762,130

 

815,427

897,185

 

 

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 debts, 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, 2018 and December 31, 2017 are disclosed in Note 13. In view of the breach of the covenants of a CCB transaction, in relation to which a waiver from the creditor is currently under negotiation, the non-current portions of this transaction were reclassified into short term in the amount of R$52,578.

 

 

In line with the conditions to the investor’s subscription commitment, the Company renegotiated with creditors the postponement of the maturities of debts amounting to R$456,316 from 2018 and 2019 to 2020 and 2021, which was ratified by the Board of Directors’ approval of the capital increase on February 28, 2018 (Note 18.1).

 

 

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

 

 

Company

Consolidated

 

03/31/2018

03/31/2017

03/31/2018

03/31/2017

 

 

 

 

 

Total financial charges for the year

25,195

53,878

29,451

63,341

Capitalized financial charges (Note 30)

(5,549)

(17,637)

(10,865)

(33,269)

Subtotal  (Note 24)

19,646

36,241

18,586

30,072

 

 

 

 

 

Financial charges included in “Properties for sale”:

 

 

 

 

 

 

 

 

 

Opening balance

290,631

329,651

301,025

343,231

Capitalized financial charges

5,549

17,637

10,865

33,269

Charges recognized in profit or loss (Note 23)

(32,717)

(21,874)

(36,273)

(37,975)

Closing balance (Note 6)

263,463

325,414

275,617

338,525

 

 

The recorded amount of properties for sale offered as guarantee for loans, financing and debentures is R$765,128 (R$796,800 as of December 31, 2017).

 

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 12 to the financial statements as of December 31 , 2017.

 

49


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

13.  Debentures

 

 

 

 

 

Company and

Consolidated

Program/placement

Principal - R$

Annual interest

Final maturity

03/31/2018

12/31/2017

 

 

 

 

 

 

Ninth placement (i)

39,092

CDI + 3.00%

January 2021

38,313

49,877

Tenth placement (ii)

36,667

IPCA + 8.37%

January 2021

45,085

71,011

Eleventh placement – 1 st series A (iii)

85,460

CDI + 5.25%

February 2020

84,643

86,825

Total debentures (Note 20.i.d, 20.ii.a and 20.iii)

168,041

207,713

 

 

 

 

 

 

Current portion

 

 

 

11,408

88,177

Non-Current portion

 

 

 

156,633

119,536

 

In the period ended March 31, 2018, the Company made the following payments:

 

 

Face Value placement

Interest payable

Total amortization

(i)

11,103

1,090

12,193

(ii)

18,333

9,129

27,462

(iii)

2,350

2,432

4,782

 

31,786

12,651

44,437

 

The maturities of current and non-current installments are as follows:

 

 

Company and Consolidated

Maturity

03/31/2018

12/31/2017

 

 

 

2018

8,905

88,177

2019

29,256

51,530

2020

88,150

68,006

2021

41,730

-

 

168,041

207,713

 

 

In line with the conditions to the investor’s subscription commitment, the Company renegotiated with creditors the postponement of debt maturities from 2018 and 2019 to 2020 and 2021, which was ratified with the Board of Directors’ approval of the capital increase on February 28, 2018 (Note 18.1).

 

As of March 31, 2018, the Company continued to exceed the amount established in a restrictive covenant, as shown below, and entered into negotiation with the creditor to obtain a waiver for breaching the net debt for this period (*).The Company analyzed the other debt agreements, and did not identify any impacts on the cross-covenants in relation to such breach. The ratios and minimum and maximum amounts required under such restrictive covenants are as follows:

 

50


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

13.  Debentures --Continued

 

 

03/31/2018

12/31/2017

 

 

 

Ninth placement

 

 

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

3.33 times

2.77 times

Net debt cannot exceed 100% of equity plus noncontrolling interests

83.10%

126.08%

 

 

 

Tenth placement

 

 

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

28.28 times

11.83 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

9.80%

29.54%

 

 

 

Loans and financing

 

 

Net debt cannot exceed 70% of equity plus noncontrolling interests (*) (a)

83.10%

126.08%

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

3.78 times

3.62 times

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

18.13 times

7.51 times

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

9.80%

29.54%

Total receivables plus unappropriated income plus inventory of completed units required to be 1.5 time over the net debt plus payable for purchase of properties plus unappropriated cost

2.28 times

1.93 time

 

 

 

 

(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 Statement of Financial Position plus the amount not shown in the Statement of Financial Position.

(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.

(a)   Covenant limit of 100% for the period ended December 31, 2017, according to the waiver obtained from the creditor .

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 13 to the financial statements as of December 31, 2017.

 

 

14.  Obligations assumed on assignment of receivables

 

The Company’s transactions of assignment of the receivable are as follows :

 

 

Company

Consolidated

 

03/31/2018

12/31/2017

03/31/2018

12/31/2017

 

 

 

 

 

Obligation CCI June/2011

512

769

1,095

1,502

Obligation CCI December/2011

1,267

1,729

1,337

1,827

Obligation CCI July/2012

23

29

23

29

Obligation CCI November/2012

-

-

2,498

2,491

Obligation CCI December/2012

3,577

3,796

3,577

3,796

Obligation CCI November/2013

782

876

2,649

2,850

Obligation CCI November/2014

1,656

1,772

3,099

3,191

Obligation CCI December/2015

4,915

5,126

10,143

10,523

Obligation CCI March/2016

9,710

10,463

10,467

11,287

Obligation CCI May/2016

7,322

7,623

9,169

9,548

Obligation CCI August/2016

7,200

7,525

7,235

7,574

Obligation CCI December/2016

12,216

13,710

12,631

14,158

Obligation CCI March/2017

14,375

15,357

14,526

15,487

Obligation FIDC

-

37

41

130

Total obligations assumed on assignment of receivables

 (Note 20.i.d and 20.ii.a)

63,555

68,812

78,490

84,393

 

 

 

 

 

Current portion

23,420

23,953

30,598

31,001

Non-current portion

40,135

44,859

47,892

53,392

 

                                                                                   

 

51


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

14.  Obligations assumed on assignment of receivables --Continued

 

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

 

 

Company

 

Consolidated

Maturity

03/31/2018

12/31/2017

 

03/31/2018

12/31/2017

 

 

 

 

 

 

2018

15,775

23,953

 

21,347

31,001

2019

17,085

16,588

 

20,683

20,042

2020

11,941

11,645

 

14,462

14,068

2021

7,425

7,299

 

9,185

8,967

2022 onwards

11,329

9,327

 

12,813

10,315

 

63,555

68,812

 

78,490

84,393

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 14 to the financial statements as of December 31, 2017.

 

 

15.  Other payables

 

 

Company

Consolidated

 

03/31/2018

12/31/2017

03/31/2018

12/31/2017

 

 

 

 

 

Cancelled contract payable

43,550

42,976

62,892

61,367

Warranty provision

25,236

26,070

25,236

26,070

Long term PIS and COFINS (deferred and payable)

7,734

3,627

9,917

5,446

Provision for net capital deficiency (Note 9 (d))

4,350

2,630

2,553

2,063

Long-term suppliers (Note 20.i.d)

1,933

2,324

2,794

3,187

Share-based payment - Phantom Shares (Note 18.3)

3,262

4,060

3,262

4,060

Other liabilities

2,470

9,001

2,518

9,288

 

 

 

 

 

Total other payables

88,535

90,688

109,172

111,481

 

 

 

 

 

Current portion

79,228

83,647

99,449

104,386

Non-current portion

9,307

7,041

9,723

7,095

 

 

16.  Provisions for legal claims and commitments

 

In the period ended March 31, 2018, the changes in the provision are summarized as follows:

 

 

Company

Civil lawsuits

Tax proceedings

Labor claims

Total

Balance at December 31, 2017

138,481

759

56,203

195,443

Additional provision (Note 23)

7,233

-

4,543

11,776

Payment and reversal of unused provision (i)

(23,687)

(31)

(6,154)

(29,872)

Balance at March 31, 2018

122,027

728

54,592

177,347

 

 

 

 

 

Current portion

86,756

728

14,504

101,988

Non-current portion

35,271

-

40,088

75,359

 

Consolidated

Civil lawsuits

Tax proceedings

Labor claims

Total

Balance at December 31, 2017

138,636

759

58,982

198,377

Additional provision (Note 23)

7,233

-

4,543

11,776

Payment and reversal of unused provision (i)

(23,687)

(31)

(6,154)

(29,872)

Balance at March 31, 2018

122,182

728

57,371

180,281

 

 

 

 

 

Current portion

86,756

728

14,504

101,988

Non-current portion

35,426

-

42,867

78,293

 

 

(i)     Of this amount, R$10,000 refers to the payment of an arbitration case and R$5,700 refers to the payment of a lawsuit related to Cimob Companhia Imobiliária, former shareholder of the Company.

 

 

(a)      Civil lawsuits, tax proceedings and labor claims

 

As of March 31, 2018, the Company and its subsidiaries have deposited in court the amount of R$87,281 (R$80,903 in 2017) in the Company’s balance, and R$90,051 (R$83,523 in 2017) in the consolidated balance (Note 7).

 

52


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

16.  Provisions for legal claims and commitments --Continued

 

 

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

 

   

Company

Consolidated

 

 

03/31/2018

12/31/2017

03/31/2018

12/31/2017

 

 

 

 

 

 

Civil lawsuits

 

45,024

40,837

46,528

42,147

Tax proceedings

 

26,270

24,679

27,071

25,500

Labor claims

 

15,987

15,387

16,452

15,876

Total (Note 7)

 

87,281

80,903

90,051

83,523

 

 

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

 

As of March 31, 2018, the Company and its subsidiaries are aware of other civil, labor and tax lawsuits and 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$346,810 (R$350,843 in 2017) in the Company’s statement and R$352,296 (R$357,089 in 2017) 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 .

 

 

 

Company

Consolidated

 

 

03/31/2018

12/31/2017

03/31/2018

12/31/2017

 

 

 

 

 

 

Civil lawsuits

 

250,049

251,341

250,091

251,402

Tax proceedings

 

46,784

45,150

46,984

45,240

Labor claims

 

49,977

54,352

55,221

60,447

Total

 

346,810

350,843

352,296

357,089

 

 

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

 

There was no material change in relation to the information disclosed in Note 16(i)(b) to the financial statements as of December 31, 2017.

 

 

(c)       Other commitments

 

In addition to the commitments mentioned in Notes 6, 12 and 13, the Company has commitments related to the rental of two commercial properties where its facilities are located, at a monthly cost of R$393 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 payments for commercial property rentals (cancellable leases) totals R$29,061, considering the period through contract expiration, is as follows.

 

 

 

Consolidated

Payment estimate

03/31/2018

 

 

2018

3,165

2019

4,431

2020

4,652

2021

4,885

2022 onwards

11,928

 

29,061

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 16 to the financial statements as of December 31, 2017.

 

 

53


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

17.  Payables for purchase of properties and advances from customers

 

 

 

Company

Consolidated

 

Maturity

03/31/2018

12/31/2017

03/31/2018

12/31/2017

 

 

 

 

 

 

Payables for purchase of properties

April 2018 to October 2022

109,550

104,361

123,037

118,201

Adjustment to present value

 

(11,696)

(9,718)

(12,416)

(10,352)

Advances from customers

 

 

 

 

 

Development and sales

 

33,002

61,039

34,973

63,748

Barter transaction - Land (Note 30)

 

108,486

113,608

132,096

137,237

Total payables for purchase of properties and advances from customers (Notes 20.i.d and 20.ii.a)

 

239,342

269,290

277,690

308,834

 

 

 

 

 

 

Current portion

 

119,004

132,098

142,766

156,457

Non-current portion

 

120,338

137,192

134,924

152,377

 

The maturities of current and non-current portions are as follows:

 

 

Company

 

Consolidated

Maturity

03/31/2018

12/31/2017

 

03/31/2018

12/31/2017

 

 

 

 

 

 

2018

97,831

132,098

 

120,528

156,457

2019

69,340

61,212

 

75,599

67,632

2020

48,918

40,771

 

49,667

40,987

2021

14,829

19,553

 

17,674

19,553

2022 onwards

8,424

15,656

 

14,222

24,205

 

239,342

269,290

 

277,690

308,834

 

 

18.  Equity

 

18.1.  Capital

 

On February 28, 2018, the Board of Directors partially ratified the capital increase approved at the Extraordinary Shareholders’ Meeting held on December 20, 2017, considering the subscription and contribution of 16,717,752 new common shares at a price per share of R$15.00, of which R$0.01 per share allocated to capital, and R$14.99 per share allocated to capital reserve, totaling R$167 and R$250,599.

 

Therefore, as of March 31, 2018, the Company's authorized and paid-in capital amounts to R$2,521,319 (R$2,521,152 in 2017), represented by 44,757,914 (28,040,162 in 2017) registered common shares, with no par value, of which 938,044 were held in treasury in both periods.

 

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 71,031,876 (seventy one million, thirty one thousand, eight hundred and seventy six) common shares.

 

 

In the period ended March 31, 2018 and year ended December 31, 2017, no treasury share was purchased. Additionally, in the period ended March 31, 2018, the Company did not transfer any share related to the exercise of options under the stock option plan of common shares by the beneficiaries (transfer of 112,203 shares in 2017, in the total amount of R$3,435, for which it received the total amount of R$818).

 

 

54


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

18.  Equity --Continued

 

18.1.  Capital --Continued

 

Treasury shares

 

 

Type

GFSA3

R$

%

Market value (*) R$ thousand

Carrying value R$ thousand

Acquisition date

Amount (i)

Weighted average price

% - on shares outstanding

03/31/2018

12/31/2017

03/31/2018

12/31/2017

11/20/2001

44,462

38.9319

0.10%

454

910

1,731

1,731

Changes in 2013:

 

 

 

 

 

 

 

Acquisitions

1,372,096

51.9927

3.14%

13,995

28,073

71,339

71,339

Changes in 2014:

 

 

 

 

 

 

 

Acquisitions

3,243,947

35.5323

7.42%

33,088

66,371

115,265

115,265

Transfers

(405,205)

43.3928

-0.93%

(4,133)

(8,290)

(17,583)

(17,583)

Cancellations

(2,039,086)

44.9677

-4.67%

(20,799)

(41,720)

(91,693)

(91,693)

Changes in 2015:

 

 

 

 

 

 

 

Acquisitions

884,470

27.3124

2.02%

9,022

18,096

24,157

24,157

Transfers

(90,622)

33.3473

-0.21%

(924)

(1,854)

(3,022)

(3,022)

Cancellations

(2,225,020)

33.3543

-5.09%

(22,695)

(45,524)

(74,214)

(74,214)

Changes in 2016:

 

 

 

 

 

 

 

Acquisitions

334,020

26.0254

0.76%

3,407

6,834

8,693

8,693

Transfers

(68,814)

31.2290

-0.16%

(702)

(1,408)

(2,149)

(2,149)

Changes in 2017:

 

 

 

 

 

 

 

Transfers

(112,203)

30.6142

-0.26%

(1,145)

(2,296)

(3,435)

(3,435)

Total

938,044

31.0103

2.15%

9,568

19,192

29,089

29,089

 (*)    Market value calculated based on the closing share price on March 31, 2018 at R$10.20 (R$20.46 in 2017) not considering the effect of occasional volatilities.

(i) Amount shown adjusted by the reverse split of shares at the ratio of 13.483023074 to 1, performed on March 23, 2017.

 

The Company holds shares in treasury acquired in 2001 in order to guarantee the enforcement of lawsuits (Note 16(a)(i)).

 

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

 

 

Common shares - In thousands

Outstanding shares as of December 31, 2017

26,972

Subscription of shares

16,718

Change in shares held by the management members of the Company

8

Outstanding shares as of March 31, 2018

43,698

 

 

Weighted average shares outstanding (Note 27)

37,935

 

 

55


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

18.  Equity --Continued

 

18.2.  Stock option plan

 

Expenses incurred with stock grants are recorded under the account “General and administrative expenses” (Note 23) and showed the following effects on profit or loss in the periods ended March 31, 2018 and 2017:

 

 

03/31/2018

03/31/2017

 

 

 

Equity-settled stock option plan

707

1,051

Phantom Shares (Note 18.4)

(798)

1,077

Total option grant expenses (Note 23)

(91)

2,128

 

 (i)   Gafisa

 

The Company has a total of six stock option plans comprising common shares, launched in 2012, 2013, 2014, 2015, 2016 and 2018 which follows the rules established in the Stock Option Plan of the Company.

 

The granted options entitle their holders (beneficiaries) to purchase common shares of the Company’s capital, after periods that vary from one to four 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 grace period of the plan, to the extent the services are provided by employees and management members.

 

The changes in options outstanding in the period ended March 31, 2018 and year ended December 31, 2017, which include their respective weighted average exercise prices, are as follows:

 

 

03/31/2018

2017

 

Number of options

Weighted average exercise price (Reais)

Number of options

Weighted average exercise price (Reais)

Options outstanding at the beginning of the year

841,172

16.99

957,358

28.50

 Options granted

2,685,474

15.00

-

-

 Options exercised (i)

-

-

(112,203)

(14.65)

 Options forfeited and amount adjustment due to the discontinued operations of Tenda, net

-

-

(3,983)

(21.07)

Options outstanding at the end of the period

3,526,646

15.47

841,172

16.99

 

(i) In the period ended December 31, 2017, the amount received through exercised options was R$818.

 

Options outstanding and exercisable as of March 31, 2018, 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)

 

 

 

 

 

3,526,646

4.60

15.47

344,006

17.69

 

 

56


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

18.  Equity --Continued

 

 

18.2.  Stock option plan -- Continued

 

(i)    Gafisa --Continued

 

During the period ended March 31, 2018, the Company granted 2,685,474 options in connection with its stock option plans comprising common shares (no option was granted in 2017).

 

The models used by the Company for pricing granted options are the Binomial model for traditional options and the MonteCarlo model for options in the Restricted Stock Options format.

 

In the period ended March 31, 2018, the fair value of the options granted totaled R$12,807, which was determined based on the following assumptions:

 

 

018

Pricing model

Binomial

Exercise price of options (R$)

R$15.00

Weighted average price of options ( (R$)

R$15.00

Expected volatility (%) – (*)

52%

Expected option life (years)

4.6 years

Dividend income (%)

1.98%

Risk-free interest rate (%)

6.64%

 

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

 

 

18.3.  Share-based payment – Phantom Shares

 

The Company has a total of two cash-settled share-based payment plans with fixed terms and conditions, according to the plans approved by the Company, launched in 2015 and 2016.

 

As of March 31, 2018, the amount of R$3,262 (R$4,060 in 2017), 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 material changes in relation to the disclosures in Note 18 to the financial statements as of December 31, 2017.

 

 

57


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

 

19.  Income tax and social contribution

 

 

The reconciliation of the effective tax rate for the period ended March 31, 2018 and 2017 is as follows:

 

 

Company

Consolidated

 

03/31/2018

03/31/2017

03/31/2018

03/31/2017

 

 

 

 

 

Profit (loss) before income tax and social contribution, and statutory interest

(55,924)

(157,117)

(56,871)

(155,721)

Income tax calculated at the applicable rate - 34 %

19,014

53,420

19,336

52,945

 

 

 

 

 

Net effect of subsidiaries and ventures taxed by presumed profit and RET

-

-

(4,205)

(9,951)

Income from equity method investments

(4,841)

(18,825)

(343)

(11,954)

Stock option plan

(240)

(357)

(240)

(357)

Other permanent differences

-

1,080

-

1,079

Charges on payables to venture partners

(71)

(134)

283

(157)

R ecognized ( unrecognized ) tax credits

(13,862)

(35,184)

(15,063)

(32,951)

 

-

-

(232)

(1,346)

 

 

 

 

 

Tax expenses  - current

-

-

(232)

(1,346)

Tax income (expenses) - deferred

-

-

-

-

 

 

 (i)    Deferred income tax and social contribution

 

 

As of March 31, 2018 and December 31, 2017, deferred income tax and social contribution are from the following sources:

 

 

Company

Consolidated

 

03/31/2018

12/31/2017

03/31/2018

12/31/2017

Assets

 

 

 

 

Provisions for legal claims

           60,298

66,451

       61,297

67,448

Temporary differences – Deferred PIS and COFINS

           12,576

10,117

       12,576

10,117

Provisions for realization of non-financial assets

         235,277

225,234

     235,277

225,234

Temporary differences –  CPC adjustment

           22,089

20,613

       22,089

20,613

Other provisions

           27,470

23,397

     27,470 

23,479

Income tax and social contribution loss carryforwards

         310,533

295,860

     326,887

310,933

 

         668,243

641,672

     685,596

657,824

 

 

 

 

 

Unrecognized tax credits of continued operations (a)

        (598,788)

(579,192)

    (616,141)

(595,344)

 

        (598,788)

(579,192)

    (616,141)

(595,344)

Liabilities

 

 

 

 

Discounts

            (2,069)

(2,069)

        (2,069)

(2,069)

Temporary differences –CPC adjustment

        (105,074)

(104,321)

    (105,074)

(104,321)

Differences between income taxed on cash basis

and recorded on an accrual basis

          (36,785)

(30,563)

      (36,785)

(30,563)

 

        (143,928)

(136,953)

    (143,928)

(136,953)

  

 

 

 

 

Total net

          (74,473)

(74,473)

      (74,473)

(74,473)

 

(a)      Of this amount, R$5,735 refers to the impact from the first-time adoption of CPC 48 as of January 1 st , 2018 (Note 3).

 

 

The balances of income tax and social contribution loss carryforwards for offset are as follows:

 

 

Company

 

03/31/2018

 

12/31/2017

 

Income tax

Social contribution

 

Total

 

Income tax

Social contribution

 

Total

Balance of income tax and social contribution loss carryforwards

913,331

913,331

-

 

870,176

870,176

-

Deferred tax asset (25%/9%)

228,333

82,200

310,533

 

217,544

78,316

295,860

Recognized deferred tax asset

23,468

8,449

31,917

 

23,468

8,449

31,917

Unrecognized deferred tax asset

204,865

73,751

278,616

 

194,076

69,867

263,943

 

 

Consolidated

 

03/31/2018

 

12/31/2017

 

Income tax

Social contribution

 

Total

 

Income tax

Social contribution

 

Total

Balance of income tax and social contribution loss carryforwards

961,431

961,431

-

 

914,509

914,509

-

Deferred tax asset (25%/9%)

240,358

86,529

326,887

 

228,627

82,306

310,933

Recognized deferred tax asset

23,468

8,449

31,917

 

23,468

8,449

31,917

Unrecognized deferred tax asset

216,890

78,080

294,970

 

205,159

78,357

279,016

               

 

 

The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 19 to the financial statements as of December 31, 2017.

 

 

 

58


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

( 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 for hedging purposes 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 use derivatives or any other risky assets for speculative purposes. The results from these operations are consistent with the policies and strategies devised by the Company’s management. The Company and its subsidiaries operations are subject to the risk factors described below:

 

 (i)    Risk considerations

 

a)    Credit risk

 

There was no significant change in relation to the other information disclosed in Note 20(i)(a) to the financial statements as of December 31, 2017.

 

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, 2018, the Company has the following derivative contract aimed at hedging against interest rate fluctuations, with final maturity in July 2018.

 

 

Reais

Percentage

Validity

Gain (loss) not realized by derivative instruments - net

 

 

 

 

 

 

Swap agreements (Fixed for CDI )

Face value

Original Index – asset position

Swap – liability position

Beginning

End

03/31/2018

12/31/2017

 

 

 

 

 

 

 

 

Banco Votorantim S.A.

130,000

CDI + 1.90%

118% CDI

07/22/2014

07/26/2018

250

404

 

Total derivative financial instruments (Note 20.i.d and Note 20.ii.a)

250

404

 

 

 

 

 

 

 

 

 

 

 

 

Current

250

404

 

 

 

 

Non-current

-

-

 

During period ended March 31, 2018, the income amount of R$20 (R$806 in 2017) in the Company’s and consolidated statements, which refers to net proceeds of the interest swap transaction, arising from the payment in the amount of R$154 and the upward market change of R$174, was recognized in the “financial income (expenses)” line in the statement of profit or loss for the year, allowing correlation between the effect of such transactions and the interest rate fluctuation in the Company’s statement of financial position (Note 24).

 

      

 

59


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

20.  Financial instruments --Continued

 

(i)     Risk considerations --Continued

             

 

b)    Derivative financial instruments --Continued

 

       The estimated fair value of derivative financial instruments purchased 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 other information disclosed in Note 20(i)(c) to the financial statements as of December 31, 2017.

 

 

d)    Liquidity risk

 

There was no significant change in relation to the other information disclosed in Note 20(i)(d) to the financial statements as of December 31, 2017.

 

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

 

 

 

Period ended March 31, 2018

Company

Liabilities

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

281,331

424,561

-

-

705,892

Debentures (Note 13)

11,408

156,633

-

-

168,041

Obligations assumed on assignment of receivables (Note 14)

23,420

24,885

9,051

6,199

63,555

Suppliers (Note 15 and Note 20.ii.a)

86,331

1,933

-

-

88,264

Payables for purchase of properties and advance from customers (Note 17)

119,004

101,603

18,735

-

239,342

 

521,494

709,615

27,786

6,199

1,265,094

Assets

 

 

 

 

 

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

189,631

-

-

-

189,631

Trade accounts receivable (Note 5)

428,979

126,715

19,907

-

575,601

 

 

618,610

126,715

19,907

-

765,232

 

Period ended March 31, 2018

Consolidated

Liabilities

Less than 1 year

1 to 3 years

4 to 5 years

More than 5 years

Total

Loans and financing (Note 12)

324,376

491,051

-

-

815,427

Debentures (Note 13)

11,408

156,633

-

-

168,041

Obligations assumed on assignment of receivables (Note 14)

30,598

30,498

10,815

6,579

78,490

Suppliers (Note 15 and Note 20.ii.a)

99,165

2,794

-

-

101,959

Payables for purchase of properties and advance from customers (Note 17)

142,766

109,602

24,739

583

277,690

 

608,313

790,578

35,554

7,162

1,441,607

Assets

 

 

 

 

 

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

204,938

-

-

-

204,938

Trade accounts receivable (Note 5)

508,421

164,283

22,614

-

695,318

 

713,359

164,283

22,614

-

900,256

 

 

60


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

( 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, 2017 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, 2018 and December 31, 2017 is as follows:

 

 

Company

Consolidated

 

Fair value classification

As of March 31, 2018

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

Short-term investments (Note 4.2)

-

175,244

-

-

181,284

-

Derivative financial instruments (Note 20.i.b)

-

250

-

-

250

-

 

 

Company

Consolidated

 

Fair value classification

As of December 31, 2017

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

Short-term investments (Note 4.2)

-

110,945

-

-

118,935

-

Derivative financial instruments (Note 20.i.b)

-

404

-

-

404

-

 

In the period ended March 31, 2018, 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, 2017 to estimate the fair value of each financial instrument class for which the estimate of value is practicable.

 

The most significant carrying values and fair values of financial assets and liabilities as of March 31, 2018 and December 31, 2017, classified into Level 2 of the fair value classification, are as follows:

 

 

61


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

( 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

 

03/31/2018

12/31/2017

 

Carrying value

Fair value

Carrying value

Fair value

 

 

 

 

Financial assets

 

 

 

 

Cash and cash equivalents (Note 4.1)

14,387

14,387

7,461

7,461

Short-term investments (Note 4.2)

175,244

175,244

110,945

110,945

Derivative financial instruments (Note 20(i)(b))

250

250

404

404

Trade accounts receivable (Note 5)

575,601

575,601

531,830

531,830

Loan receivable (Note 21.1)

23,191

23,191

22,179

22,179

 

 

 

 

 

Financial liabilities

 

 

 

 

Loans and financing (Note 12)

705,892

759,201

762,130

806,977

Debentures (Note 13)

168,041

186,242

207,713

227,655

Suppliers

88,264

88,264

88,014

88,014

Obligations assumed on assignment of receivables (Note 14)

63,555

63,555

68,812

68,812

Payables for purchase of properties and advances from customers (Note 17)

239,342

239,342

269,290

269,290

Loan payable (Note 21.1)

11,073

11,073

10,511

10,511

 

 

Consolidated

 

03/31/2018

12/31/2017

 

Carrying value

Fair value

Carrying value

Fair value

 

 

 

 

Financial assets

 

 

 

 

Cash and cash equivalents (Note 4.1)

23,654

23,654

28,527

28,527

Short-term investments (Note 4.2)

181,284

181,284

118,935

118,935

Derivative financial instruments (Note 20(i)(b))

250

250

404

404

Trade accounts receivable (Note 5)

695,318

695,318

684,078

684,078

Loan receivable (Note 21.1)

23,191

23,191

22,179

22,179

 

 

 

 

 

Financial liabilities

 

 

 

 

Loans and financing (Note 12)

815,427

870,940

897,185

944,821

Debentures (Note 13)

168,041

186,242

207,713

227,655

Suppliers

101,959

101,959

101,849

101,849

Obligations assumed on assignment of receivables (Note 14)

78,490

78,490

84,393

84,393

Payables for purchase of properties and advances from customers (Note 17)

277,690

277,690

308,834

308,834

Loan payable (Note 21.1)

11,073

11,073

10,511

10,511

 

 

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, 2017.

 

(b)     Risk of debt acceleration

 

As of March 31, 2018, the Company has loan and financing agreements in effect, with restrictive covenants related to cash generation, debt ratios, and other. These restrictive covenants have been observed by the Company and do not restrict its ability to continue as going concern. As mentioned in Notes 12 and 13, due to the non-fulfillment of the covenants of a CCB issue (Note 12) the non-current installments of this transaction were reclassified into short term. The Company is negotiating with the creditor a waiver for breaching the ratio established in covenants, thus not requiring the mandatory acceleration and/or acceleration declaration. The Company analyzed the other debt contracts and did not identify any impact on cross covenants in relation to such breach.

 

 

62


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

 

20.  Financial instruments --Continued

 

 (iii)  Capital stock 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, 2017.

 

The Company includes in its net debt structure: loans and financing, debentures, less cash and cash equivalents and short-term investments (cash and cash equivalents and marketable securities):

 

 

 

Company

Consolidated

 

03/31/2018

12/31/2017

03/31/2018

12/31/2017

 

 

 

 

 

Loans and financing (Note 12)

705,892

762,130

815,427

897,185

Debentures (Note 13)

168,041

207,713

168,041

207,713

( - ) Cash and cash equivalents and

   short-term investments (Notes 4.1 and 4.2)

(189,631)

(118,406)

(204,938)

(147,462)

Net debt

684,302

851,437

778,530

957,436

Equity

934,234

755,557

936,904

759,404

 

 

 (iv)  Sensitivity analysis

 

 

The sensitivity analysis of financial instruments for the period ended March 31, 2018, 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, 2018, 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 and National Consumer Price Index – Extended (IPCA);

 

c)    Accounts receivable and payables for purchase of properties 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, 2018, the Company considered the interest rates of investments, loans and accounts receivables, the CDI rate at 6.39%, TR rate at 0%, INCC rate at 3.69%, IPCA rate at 2.68% and IGP-M rate at 0.20%. 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

 

 

63


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

20.  Financial instruments --Continued

 

(iv)   Sensitivity analysis --Continued

 

The Company shows in the following chart the sensitivity to risks to which the Company is exposed, taking into account that the possible effects would impact the future results, based on the exposures shown as of March 31, 2018. 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

1,013

2,533

5,067

(5,067)

(2,533)

(1,013)

Loans and financing

Increase/Decrease of  CDI

(2,148)

(5,370)

(10,740)

10,740

5,370

2,148

Debentures

Increase/Decrease of  CDI

(738)

(1,846)

(3,692)

3,692

1,846

738

Derivative financial instruments

Increase/Decrease of  CDI

(25)

(59)

(114)

113

55

20

 

 

 

 

 

 

 

 

Net effect of CDI variation

 

(1,898)

(4,742)

(9,479)

9,478

4,738

1,893

 

 

 

 

 

 

 

 

Loans and financing

Increase/Decrease of  TR

-

-

-

-

-

-

 

 

 

 

 

 

 

 

Net effect of TR variation

 

-

-

-

-

-

-

 

 

 

 

 

 

 

 

Debentures

Increase/Decrease of  IPCA

(118)

(294)

(589)

589

294

118

 

 

 

 

 

 

 

 

Net effect of IPCA variation

 

(118)

(294)

(589)

589

294

118

 

 

 

 

 

 

 

 

Accounts receivable

Increase/Decrease of  INCC

1,711

4,277

8,554

(8,554)

(4,277)

(1,711)

Obligations for purchase of property

Increase/Decrease of  INCC

(988)

(2,471)

(4,941)

4,941

2,471

988

 

 

 

 

 

 

 

 

Net effect of INCC variation

 

723

1,806

3,613

(3,613)

(1,806)

(723)

 

 

 

 

 

 

 

 

Accounts receivable

Increase/Decrease of  IGP-M

70

176

352

(352)

(176)

(70)

 

 

 

 

 

 

 

 

Net effect of IGP-M variation

 

70

176

352

(352)

(176)

(70)

 

 

64


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

( 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

03/31/2018

12/31/2017

03/31/2018

12/31/2017

 

 

 

 

 

Assets

 

 

 

 

Current account :

 

 

 

 

Total SPEs

902

1,785

           45,005

39,491

Subsidiaries

-

-

           36,063

29,697

Jointly-controlled investees

869

1,752

             8,909

9,761

Associates

33

33

                  33

33

  Condominium and consortia  and thirty party’s works

12,414

12,398

           12,414

12,399

Loan receivable (Note 20.ii.a)

23,191

22,179

           23,191

22,179

Dividends receivable

13,096

13,876

                   -  

-

 

49,603

50,238

           80,610

74,069

 

 

 

 

 

Current

         26,412

28,059

           57,419

51,890

Non-current

         23,191

22,179

           23,191

22,179

 

 

 

 

 

Liabilities

 

 

 

 

Current account:

 

 

 

 

 Total SPEs

(948,918)

(960,491)

(52,938)

(52,686)

Subsidiaries

(914,985)

(926,418)

(19,005)

(18,613)

Jointly-controlled investees

(25,331)

(25,471)

(25,331)

(25,471)

Associates

(8,602)

(8,602)

(8,602)

(8,602)

Loan payable (Note 20.ii.a)

(11,073)

(10,511)

(11,073)

(10,511)

 

(959,991)

(971,002)

(64,011)

(63,197)

 

 

 

 

 

Current

(959,991)

(971,002)

(64,011)

(63,197)

Non-current

-

-

-

-

 

The composition, nature and condition of loan receivable and payable by the Company are shown below. Loan maturities are from April 2018 and are tied to the cash flows of related ventures.

 

 

 

 

Company and Consolidated

 

 

 

03/31/2018

12/31/2017

Nature

Interest rate

 

 

 

 

 

Lagunas - Tembok Planej. E Desenv. Imob. Ltda.

4,997

4,778

Construction

12% p.a. + IGPM

Manhattan Residencial I

1,466

1,791

Construction

10% p.a. + TR

Target Offices & Mall

16,728

15,610

Construction

12% p.a. + IGPM

Total receivable

23,191

22,179

   

 

 

 

 

 

Dubai Residencial

3,921

3,887

 Construction

 6% p.a. 

Parque Árvores

5,072

4,673

 Construction

 6% p.a. 

Parque Águas

2,080

1,951

 Construction

 6% p.a. 

Total payable

11,073

10,511

 

 

 

In the period ended March 31, 2018 the recognized financial income from interest on loans amounted to R$1,172 (R$745 in 2017) 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, 2017.

 

 

65


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

21.  Related parties --Continued

 

21.2.  Endorsements, guarantees and sureties

 

The financial transactions of subsidiaries are guaranteed by endorsement or surety in proportion to the Company’s interest in the capital stock of such companies, in the amount of R$242,762 as of March 31, 2018 (R$317,716 in 2017).

 

 

 

22.  Net operating revenue

 

 

Company

Consolidated

 

03/31/2018

03/31/2017

03/31/2018

03/31/2017

Gross operating revenue

 

 

 

 

Real estate development, sale, barter transactions and construction services

220,585

117,684

231,531

151,662

(Recognition) Reversal of allowance for doubtful accounts (Note 5)

2,953

(4,141)

2,953

(4,141)

Taxes on sale of real estate and services

(20,462)

(9,516)

(21,087)

(10,982)

Net operating revenue

203,076

104,027

213,397

136,539

 

 

 

23.  Costs and expenses by nature

 

These are represented by the following :

 

 

Company

Consolidated

 

03/31/2018

03/31/2017

03/31/2018

03/31/2017

Cost of real estate development and sale:

 

 

 

 

Construction cost

(96,911)

(57,454)

(105,963)

(78,945)

Land cost

(34,789)

(13,967)

(38,336)

(21,742)

Development cost

(6,338)

(5,926)

(7,499)

(7,806)

Capitalized financial charges (Note 12)

(32,717)

(21,874)

(36,273)

(37,975)

Maintenance / warranty

(2,463)

(7,238)

(2,464)

(7,238)

Total cost of real estate development and sale

(173,218)

(106,459)

(190,535)

(153,706)

 

 

 

 

 

Commercial expenses:

 

 

 

 

Product marketing expenses

(10,736)

(4,385)

(12,107)

(5,040)

Brokerage and sale commission

(6,990)

(7,769)

(8,647)

(9,258)

Customer Relationship Management (CRM) and corporate marketing expenses

(3,275)

(3,849)

(3,611)

(4,546)

Other

89

(202)

86

(212)

Total commercial expenses

(20,912)

(16,205)

(24,279)

(19,056)

 

 

 

 

 

General and administrative expenses:

 

 

 

 

Salaries and payroll charges

(6,352)

(5,916)

(8,200)

(10,325)

Employee benefits

(642)

(533)

(828)

(930)

Travel and utilities

(78)

(64)

(101)

(111)

Services

(3,250)

(2,412)

(4,195)

(4,210)

Rents and condominium fees

(1,174)

(925)

(1,515)

(1,614)

IT

(2,143)

(2,138)

(2,766)

(3,731)

Stock option plan (Note 18.2)

91

(2,128)

91

(2,128)

Reserve for profit sharing (Note 25.iii)

(1,231)

(4,237)

(1,231)

(4,237)

Other

40

(47)

49

(83)

Total general and administrative expenses

(14,739)

(18,400)

(18,696)

(27,369)

 

 

 

 

 

Other income (expenses), net:

 

 

 

 

Expenses with lawsuits (Note 16)

(11,776)

(16,649)

(11,776)

(16,736)

Other

(684)

(2,963)

(429)

(2,966)

Total other income/(expenses), net

(12,460)

(19,612)

(12,205)

(19,702)

 

 

66


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

24.  Financial income (expenses)

 

 

Company

Consolidated

 

03/31/2018

03/31/2017

03/31/2018

03/31/2017

Financial income

 

 

 

 

Income from financial investments

3,952

4,769

4,016

6,122

Derivative transactions (Note 20.i.b)

20

806

20

806

Financial income from loans (Note 21.i)

1,172

745

1,172

745

Other financial income

85

109

136

197

Total financial income

5,229

6,429

5,344

7,870

 

 

 

 

 

Financial expenses

 

 

 

 

Interest on funding, net of capitalization (Note 12)

(19,646)

(36,241)

(18,586)

(30,072)

Amortization of debenture cost

(955)

(876)

(955)

(876)

Payables to venture partners

-

(183)

-

(183)

Banking expenses

(1,502)

(1,837)

(1,773)

(2,148)

Discount granted and other financial expenses

(3,346)

(3,900)

(3,980)

(3,151)

Total financial expenses

(25,449)

(43,037)

(25,294)

(36,430)

 

 

25.  Transactions with management and employees

 

(i)     Management compensation

 

In the periods ended March 31, 2018 and 2017, the amounts recorded in the line item “General and administrative expenses”, related to the compensation of the Company’s Management are as follows:

 

 

Management compensation

 

Year ended March 31, 2018

Board of Directors

Statutory Board

Fiscal Council

 

 

 

 

Number of members

7

6

3

Fixed compensation for the year (in R$)

 

 

 

Salary / Fees

423

1,063

54

Direct and indirect benefits

-

57

-

Other (INSS)

85

213

11

Monthly compensation (in R$)

169

444

22

Total compensation

508

1,333

65

Profit sharing (Note 25.iii)

-

265

-

Total compensation and profit sharing

508

1,598

65

 

 

 

 

 

Management compensation

 

Year ended March 31, 2017

Board of Directors

Statutory Board

Board of Directors

 

 

 

 

Number of members

7

4

3

Fixed compensation for the year (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

839

60

Profit sharing (Note 25.iii)

-

911

-

Total compensation and profit sharing

508

1,749

60

       

 

In the period ended March 31, 2018, the amount related to the grant of options to the Company’s management was a reversal of R$61 (expense of R$1,088 in 2017), in view of the change in the fair value of the granted Phantom Shares.

 

 

 

67


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

 

25.  Transactions with management and employees --Continued

 

(i)     Management compensation --Continued

 

The maximum aggregate compensation of the Company’s management members for the year 2018, was established at R$23,599 (R$18,739 in 2017), as fixed and variable compensation, as approved at the Annual Shareholders’ Meeting held on April 27, 2018.

 

On the same occasion the compensation limit of the Company’s Fiscal Council members for their next term of office, which ends in the Annual Shareholders’ Meeting to be held in 2019, was set at 10% of the compensation that, on average, was allocated to each officer of the Company, excluding the benefits, representation allowances and profit sharing (R$261 in 2017).

 

(ii)    Sales transactions

 

In the period ended March 31, 2018 and year ended December 31, 2017, no transaction of units sold to Management was carried out. The total balance receivable of sales transactions made was R$167 (R$168 in 2017).

 

(iii)   Profit sharing

 

In the periods ended March 31, 2018 and 2017, the Company recorded a profit sharing expense amounting to R$1,231 in the Company and consolidated balance (R$4,237 in 2017) in the line item “General and Administrative Expenses " (Note 23).

 

 

Company and Consolidated

 

03/31/2018

03/31/2017

 

 

 

Executive officers (Note 25.i)

265

911

Other employees

966

3,326

Total profit sharing

1,231

4,237

 

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, 2017.

 

 

26.  Insurance

 

For the period ended March 31, 2018 insurance contracts were not subject to significant changes in relation to those disclosed in Note 26 to the financial statements as of December 31,   2017.

 

 

 

68


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

27.  Earnings (loss) per share

 

The following table shows the calculation of basic and diluted earnings and loss per share. In view of the loss for the periods ended March 31, 2018 and 2017, shares with dilutive potential are not considered, because the impact would be antidilutive.

 

 

 

 

 

03/31/2018

03/31/2017

Basic numerator

 

 

Undistributed loss from continued operations

(55,924)

(157,117)

Undistributed profit (loss) from discontinued operations

-

107,720

Undistributed loss , available to the holders of common shares

(55,924)

(49,397)

 

 

 

Basic denominator (in thousands of shares )

 

 

Weighted average number of shares (Note 18.1)

37,935

26,831

 

 

 

Basic earnings (loss) per share in Reais

(1.474)

(1.841)

From continued operations

(1.474)

(5.856)

From discontinued operations

-

4.015

 

 

Diluted numerator

 

 

Undistributed loss from continued operations

(55,924)

(157,117)

Undistributed profit (loss) from discontinued operations

-

107,720

Undistributed loss , available to the holders of common shares

(55,924)

(49,397)

 

 

 

Diluted denominator (in thousands of shares )

 

 

Weighted average number of shares (Note 18.1)

37,935

26,831

Stock options

582

225

Anti-dilutive effect

(582)

(225)

Diluted weighted average number of shares

37,935

26,831

 

 

 

 

 

 

Diluted earnings (loss) per share in Reais

(1.474)

(1.841)

From continued operations

(1.474)

(5.856)

From discontinued operations

-

4.015

 

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, 2017.

 

 

28.  Segment information

 

 

With the completion of the discontinuation of Tenda’s operations (Note 8.2), the Company operates only in one segment, according to the nature of its products.

 

Accordingly, the reports used for making decisions are the consolidated financial statements, and no longer the analysis by operating segments. Therefore, in line with CPC 22 – Operating Segments, the Company understands that there is no reportable segment to be disclosed in the periods ended March 31, 2018 and 2017.

 

 

69


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

( 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 shown in the account “Payables for purchase of property and advances from customer”. The Company shows the information on the ventures under construction as of March 31, 2018:

 

 

 

Consolidated

 

 

03/31/2018

 

 

 

Unappropriated sales revenue of units sold

 

439,828

Unappropriated estimated cost of units sold

 

(315,000)

Unappropriated estimated cost of units in inventory

 

(118,030)

 

 

 

(i) Unappropriated sales revenue of units sold

 

 

Ventures under construction:

 

 

Contracted sales revenue

 

1,413,994

Appropriated sales revenue

 

(974,166)

Unappropriated sales revenue (a)

 

439,828

 

(ii) Unappropriated estimated cost of units sold

 

 

Ventures under construction:

 

 

Estimated cost of units

 

(939,208)

Incurred cost of units

 

624,208

Unappropriated estimated cost (b)

 

(315,000)

 

(iii) Unappropriated estimated costs of units in inventory

 

 

Ventures under construction:

 

 

Estimated cost of units

 

(609,470)

Incurred cost of units (Note 6)

 

491,440

Unappropriated estimated cost

 

(118,030)

 

(a)    The unappropriated sales revenue of units sold are measured by the face value of contracts, plus the contract adjustments and deducted for 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, 2018, the percentage of assets consolidated in the financial statements related to ventures included in the equity segregation structure of the development stood at 17.3% (18.0% in 2017).

 

70


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

30.  Additional Information on the Statement of Cash Flows

 

(i)    Transactions that did not affect Cash and Cash Equivalents

 

The Company and its subsidiaries performed the following investing and financing activities that did not affect cash and cash equivalents, which were not included in the statements of cash flows:

 

 

Company

Consolidated

 

03/31/2018

03/31/2017

03/31/2018

03/31/2017

 

 

 

 

 

Capital contribution (reduction)

(9)

15

(9)

15

Capitalized financial charges (Note 12)

(5,549)

(17,637)

(10,865)

(33,269)

Physical barter – Land (Note 17)

(5,122)

(2,188)

(5,141)

(3,616)

 

(10,680)

(19,810)

(16,015)

(36,870)

 

(ii)   Reconciliation of the asset and liability changes with the cash flows from financing activities

 

 

 

Transactions affecting cash

 

Transactions not affecting cash

 

Company

Opening balance

12/31/2017

Funding/

Receipt

Interest

Payment

Principal

Payment

 

Interests and inflation adjustment

Closing balance 03/31/2018

 

 

 

 

 

 

 

 

Loans, financing and debentures (Notes 12 and 13)

(969,843)

(40,390)

33,515

104,139

 

(1,354)

(873,933)

Loans (Note 21.1)

11,668

-

-

(118)

 

568

12,118

Paid-in capital (Note 18.1)

(2,521,152)

(167)

-

-

 

-

(2,521,319)

Capital reserve (Note 18.1)

-

(250,599)

-

-

 

-

(250,599)

 

(3,479,327)

(291,156)

33,515

104,021

 

(786)

(3,633,733)

 

 

 

 

Transactions affecting cash

 

Transactions not affecting cash

 

Consolidated

Opening balance

12/31/2017

Funding/

Receipt

Interest

Payment

Principal

Payment

 

Interests and inflation adjustment

Closing balance 03/31/2018

 

 

 

 

 

 

 

 

Loans, financing and debentures (Notes 12 and 13)

(1,104,897)

(51,938)

36,906

140,243

 

(3,782)

     (983,468)

Loans (Note 21.1)

11,668

-

-

(118)

 

568

         12,118

Paid-in capital (Note 18.1)

(2,521,152)

(167)

-

-

 

-

(2,521,319)

Capital reserve (Note 18.1)

-

(250,599)

-

-

 

-

(250,599)

 

(3,614,381)

(302,704)

36,906

140,125

 

(3,214)

     (3,743,268)

 

31.  Subsequent events

 

(i)       Annual Shareholders’ Meeting

 

On April 27, 2018, the Company’s Annual Shareholders’ Meeting was held, and the following main resolutions were taken: (i) approval of the financial statements for the year ended December 31, 2017; (ii) register of the non-distribution of dividends in view of the loss for the year 2017; (iii) establishment of the number of Board of Director’s members as seven; (iv) election of the Board of Directors’ members; (v) establishment of the number of Fiscal Council’s members; (vi) election of the Fiscal Council’s members; and (vii) setting of the global compensation amount of management and fiscal council’s members for 2018.

 

(ii)      Extraordinary Shareholders’ Meeting

 

On April 27, 2018, the Extraordinary Shareholders’ Meeting was held, on which the following main resolutions were taken: (i) amendment to the articles of incorporation to reflect the capital increase; (ii) increase in the capital increase authorization limit that do not depend on amendment to the articles of incorporation; (iii) change to the provisions of the appointment of the meeting’s president in the event of absence or impediment of the Board of Directors’ chairperson; and (iv) adjustment of the articles of incorporation for compliance with the New Rules of B3’s Novo Mercado.

 

***

 

 

71


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

Other information deemed relevant by the Company

 

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

 

 

03/31/2018

 

Common shares

     

Shareholder

Shares

%

     

Outstanding shares

23,743,634

53.05%

GWI Asset Management S.A.

8,572,296

19.15%

Wishbone Management, LP

6,985,972

15.61%

River and Mercantille Management, LLP

4,517,968

10.09%

Treasury shares

938,044

2.10%

 

 

 

Total shares

         44,757,914

100.00%

     
 

03/31/2017

 

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%

 

 

 

 

72


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

Other information deemed relevant by the Company

 

2.    SHARES HELD BY PARENT COMPANIES, MANAGEMENT AND BOARD

 

 

 

03/31/2018

 

Common shares

     

Shareholder

Shares

%

     

Shareholders holding effective control of the Company

20,076,236

44.86%

Board of Directors

18,076

0.04%

Executive directors

103,504

0.23%

     

Executive control, board members, officers and fiscal council

20,197,816

45.13%

     

Treasury shares

938,044

2.10%

Outstanding shares in the market (*)

23,622,054

52.78%

 

 

 

Total shares

         44,757,914

100.00%

     
 

03/31/2017

 

Common shares

     

Shareholder

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%

 

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

 

(i) Post grouping, considering ratio of R$13.483023074 for comparability.

 

 

73


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

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 and Exchange 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.

 

 

74


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

Report on the review of quarterly information - ITR

 

The Board of Directors and Shareholders of

Gafisa S.A.

São Paulo – SP

 

Introduction

 

We have reviewed the accompanying parent company and consolidated interim accounting information of Gafisa S.A. (“Company”), included in the Quarterly Information Form (ITR) for the quarter ended March 31, 2018, comprising the balance sheet at that date and the statements of income, comprehensive income, changes in equity and cash flows for the quarter then ended, and a summary of significant accounting policies and other explanatory information.

 

Management is responsible for the preparation of the parent company and consolidated interim accounting information in accordance with the accounting standard CPC 21 (R1) – Interim Financial Reporting, of the Brazilian Accounting Pronouncements Committee (CPC) and International Accounting Standard (IAS) 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), including the guidance contained in Ofício Circular/CVM/SNC/SEP 01/2018 related to the application of Orientação OCPC 04, on revenue recognition over time (POC – Percentage of completion), as well as the presentation of this information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (“CVM”), applicable to the preparation of the Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim accounting information based on our review.

 

Scope of review

 

We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent 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 information consists of making inquiries, primarily of people responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion from the individual and consolidated interim financial information

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company and consolidated interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21(R1) and IAS 34, including the guidance contained in Ofício Circular/CVM/SNC/SEP 01/2018 related to the application of Orientação OCPC 04, on revenue recognition over time (POC – Percentage of completion), applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by the CVM.

 

 

75


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

 

Emphasis of matter

 

As described in Note 2.1, the accompanying parent company and consolidated interim accounting information was prepared in accordance with the accounting standard CPC 21 (R1) and IAS 34, including the guidance contained in Ofício Circular/CVM/SNC/SEP 01/2018 related to the application of Orientação OCPC 04, on revenue recognition over time (POC – Percentage of completion), whilst the process of discussion of OCPC 04 is not concluded. Our conclusion is not qualified in respect of this matter.

 

Other matters

 

Statement of value added

 

The quarterly information referred to above include the parent company and consolidated statements of value added for the quarter ended March 31, 2018, prepared under the responsibility of the Company's management and presented as supplementary information under IAS 34. These statements have been submitted to review procedures performed in connection with the review of the quarterly information, in order to verify whether they are reconciled with the interim accounting information and accounting records, as applicable, and whether their form and content are presented in accordance with the criteria defined in Pronunciamento Técnico CPC 09 - "Statement of Value Added". Based on our review, nothing has come to our attention that causes us to believe that they have not been prepared, in all material respects, in accordance with the criteria defined in this Pronunciamento Técnico and in a manner consistent with the parent company and consolidated interim accounting information taken as a whole.

 

Audit and review of last year’s figures

 

The Quarterly Information (ITR) referred to in the first paragraph includes accounting information corresponding to the statement of income, comprehensive income, changes in equity, cash flows and value added for the quarter ended March 31, 2017, obtained from the Quarterly Information (ITR) from that quarter and the balance sheets as of December 31, 2017, obtained from the individual and consolidated financial statements as of December 31, 2017, presented for comparison purposes. The review of the Quarterly Information (ITR) for the quarter ended March 31, 2017 and the examination of the parent company and consolidated financial statements for the year ended December 31, 2017 were conducted under the responsibility of other independent auditors, who issued their unqualified review report and unqualified audit opinion dated May 9, 2017 and March 8, 2018, respectively, unqualified.

 

São Paulo, May 10, 2018

 

PricewaterhouseCoopers

Auditores Independentes

CRC 2SP000160/O-5

 

 

Fábio Cajazeira Mendes

Accountant CRC 1SP196825/O-0

 

 

76


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

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, 2018; and

 

ii)    Management has reviewed and agreed with the interim information for the period ended March 31, 2018.

 

São Paulo, May 10, 2018.

 

GAFISA S.A.

 

Management

 

 

77


 
 

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

 

Gafisa S.A.

 

Notes to the quarterly information

March 31, 2018

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

 

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, 2018; and

 

ii)    Management has reviewed and agreed with the interim information for the period ended March 31, 2018.

 

São Paulo, May 10, 2018.

 

GAFISA S.A.

 

Management

 

 

78

 

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: September 4, 2018
 
Gafisa S.A.
 
By:
/s/ Sandro Gamba

 
Name:   Sandro Gamba
Title:     Chief Executive Officer
 

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