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:
|
|
|
Name: Sandro Gamba
Title: Chief Executive Officer
|
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