Gafisa S.A.
Quarterly information
June 30, 2019
(A free translation of the original report in Portuguese as published in
Brazil containing Quarterly Information (ITR) prepared in accordance with the accounting practices adopted in Brazil)
Company data | |
Capital Composition | 3 |
Individual financial statements | |
Balance sheet - Assets | 4 |
Balance sheet - Liabilities | 5 |
Statement of income | 6 |
Statement of comprehensive income (loss) | 7 |
Statement of cash flow | 8 |
Statements of changes in equity | |
01/01/2019 to 06/30/2019 | 9 |
01/01/2018 to 06/30/2018 | 10 |
Statement of value added | 11 |
Consolidated financial statements | |
Balance sheet - Assets | 12 |
Balance sheet - Liabilities | 13 |
Statement of income | 14 |
Statement of comprehensive income (loss) | 15 |
Statement of cash flow | 16 |
Statements of changes in equity | |
01/01/2019 to 06/30/2019 | 17 |
01/01/2018 to 06/30/2018 | 18 |
Statement of value added | 19 |
Comments on performance | 20 |
Notes to the quartely information | 37 |
Other information deemed relevant by the Company | 71 |
Reports and statements | |
Report on review of interim financial information | 74 |
Management statement of interim financial information | 78 |
Management statement on the report on review of interim financial information | 79 |
2
COMPANY DATA / CAPITAL COMPOSITION | ||
Number of Shares | CURRENT QUARTER | |
(in thousands) | 06/30/2019 | |
Paid-in Capital | ||
Common | 71,032 | |
Preferred | - | |
Total | 71,032 | |
Treasury shares | ||
Common | 3,332 | |
Preferred | - | |
Total | 3,332 | |
3
INDIVIDUAL FINANCIAL STATEMENTS - BALANCE SHEET - ASSETS (in thousands of Brazilian Reais)
CURRENT QUARTER | PRIOR YEAR | ||
CODE | DESCRIPTION | 06/30/2019 | 12/31/2018 |
1 | Total assets | 3,121,802 | 3,219,767 |
1.01 | Current assets | 1,301,299 | 1,367,727 |
1.01.01 | Cash and cash equivalents | 6,245 | 29,180 |
1.01.01.01 | Cash and banks | 6,245 | 8,282 |
1.01.01.03 | Cash equivalents | 0 | 20,898 |
1.01.02 | Short-term investments | 170,305 | 102,827 |
1.01.02.01 | Fair value of short-term investments | 170,305 | 102,827 |
1.01.03 | Accounts receivable | 376,323 | 391,557 |
1.01.03.01 | Trade accounts receivable | 376,323 | 391,557 |
1.01.03.01.01 | Receivables from clients of developments | 363,247 | 376,211 |
1.01.03.01.02 | Receivables from clients of construction and services rendered | 13,076 | 15,346 |
1.01.04 | Inventory | 620,381 | 705,123 |
1.01.04.01 | Properties for sale | 620,381 | 705,123 |
1.01.07 | Prepaid expenses | 1,849 | 2,183 |
1.01.07.01 | Prepaid expenses and others | 1,849 | 2,183 |
1.01.08 | Other current assets | 126,196 | 136,857 |
1.01.08.01 | Non-current assets held for sale | 35,376 | 74,842 |
1.01.08.03 | Other | 90,820 | 62,015 |
1.01.08.03.01 | Other assets | 64,877 | 35,396 |
1.01.08.03.03 | Receivables from related parties | 25,943 | 26,619 |
1.02 | Non-current assets | 1,820,503 | 1,852,040 |
1.02.01 | Non-current assets | 401,249 | 416,241 |
1.02.01.04 | Accounts receivable | 104,813 | 155,421 |
1.02.01.04.01 | Receivables from clients of developments | 104,813 | 155,421 |
1.02.01.05 | Inventory | 173,024 | 139,804 |
1.02.01.05.01 | Properties for sale | 173,024 | 139,804 |
1.02.01.10 | Others non current assets | 123,412 | 121,016 |
1.02.01.10.03 | Other assets | 92,685 | 92,607 |
1.02.01.10.04 | Receivables from related parties | 30,727 | 28,409 |
1.02.02 | Investments | 1,392,759 | 1,407,516 |
1.02.02.01 | Investments | 1,392,759 | 1,407,516 |
1.02.03 | Property and equipment | 17,435 | 17,284 |
1.02.03.01 | Operating property and equipment | 17,435 | 17,284 |
1.02.04 | Intangible assets | 9,060 | 10,999 |
1.02.04.01 | Intangible assets | 9,060 | 10,999 |
4
INDIVIDUAL FINANCIAL STATEMENTS - BALANCE SHEET - LIABILITIES AND EQUITY (in thousands of Brazilian Reais)
CURRENT QUARTER | PRIOR YEAR | ||
CODE | DESCRIPTION | 06/30/2019 | 12/31/2018 |
2 | Total liabilities | 3,121,802 | 3,219,767 |
2.01 | Current liabilities | 1,979,331 | 1,819,565 |
2.01.01 | Social and labor obligations | 5,187 | 6,128 |
2.01.01.02 | Labor obligations | 5,187 | 6,128 |
2.01.02 | Suppliers | 152,144 | 116,948 |
2.01.03 | Tax obligations | 49,894 | 45,667 |
2.01.03.01 | Federal tax obligations | 49,894 | 45,667 |
2.01.04 | Loans and financing | 481,140 | 315,702 |
2.01.04.01 | Loans and financing | 310,185 | 252,919 |
2.01.04.01.01 | Loans and financing in local currency | 310,185 | 252,919 |
2.01.04.02 | Debentures | 170,955 | 62,783 |
2.01.05 | Other obligations | 1,114,628 | 1,196,919 |
2.01.05.01 | Payables to related parties | 925,762 | 939,603 |
2.01.05.02 | Other | 188,866 | 257,316 |
Obligations related to purchases of properties and advances from | 67,727 | 82,264 | |
2.01.05.02.04 | customers | ||
2.01.05.02.06 | Other payables | 102,633 | 156,498 |
2.01.05.02.07 | Obligations assumed on the assignment of receivables | 18,506 | 18,554 |
2.01.06 | Provisions | 176,338 | 138,201 |
2.01.06.01 | Tax, labor and civil lawsuits | 176,338 | 138,201 |
2.01.06.01.01 | Tax lawsuits | 581 | 637 |
2.01.06.01.02 | Labor lawsuits | 17,993 | 20,729 |
2.01.06.01.04 | Civil lawsuits | 157,764 | 116,835 |
2.02 | Non-current liabilities | 568,917 | 908,885 |
2.02.01 | Loans and financing | 247,890 | 510,563 |
2.02.01.01 | Loans and financing | 173,759 | 307,680 |
2.02.01.01.01 | Loans and financing in local currency | 173,759 | 307,680 |
2.02.01.02 | Debentures | 74,131 | 202,883 |
2.02.02 | Other liabilities | 155,439 | 196,087 |
2.02.02.02 | Other | 155,439 | 196,087 |
Obligations related to purchase of properties and advances from | 116,413 | 151,835 | |
2.02.02.02.03 | customers | ||
2.02.02.02.04 | Other liabilities | 14,315 | 18,162 |
2.02.02.02.06 | Obligations assumed on the assignment of receivables | 24,711 | 26,090 |
2.02.03 | Deferred taxes | 49,372 | 49,372 |
2.02.03.01 | Deferred income tax and social contribution | 49,372 | 49,372 |
2.02.04 | Provisions | 116,216 | 152,863 |
2.02.04.01 | Tax, labor and civil lawsuits | 116,216 | 152,863 |
2.02.04.01.01 | Tax lawsuits | 1,313 | - |
2.02.04.01.02 | Tax and labor lawsuits | 37,585 | 34,404 |
2.02.04.01.04 | Civil lawsuits | 77,318 | 118,459 |
2.03 | Equity | 573,554 | 491,317 |
2.03.01 | Capital | 2,653,584 | 2,521,319 |
2.03.02 | Capital reserves | 289,011 | 278,401 |
2.03.02.05 | Treasury shares | (48,633) | (58,950) |
2.03.02.07 | Constitution of capital reserve | 250,599 | 250,599 |
2.03.02.09 | Reserve for granting of stock options | 87,045 | 86,752 |
2.03.05 | Retained earnings/accumulated losses | (2,369,041) | (2,308,403) |
5
INDIVIDUAL FINANCIAL STATEMENTS - INCOME - (in thousands of Brazilian Reais)
SAME QUARTER | PREVIOUS YEAR | ||||
CURRENT QUARTER | YEAR TO DATE | OF PREVIOUS | TO DATE | ||
04/01/2019 to | 01/01/2019 to | YEAR 04/01/2018 | 01/01/2018 to | ||
CODE | DESCRIPTION | 06/30/2019 | 06/30/2019 | to 06/30/2018 | 06/30/2018 |
3.01 | Gross sales and/or services | 85,641 | 166,336 | 229,274 | 452,901 |
3.01.01 | Revenue from real estate development | 93,320 | 181,447 | 253,591 | 497,680 |
3.01.03 | Taxes on real estate sales and services | (7,679) | (15,111) | (24,317) | (44,779) |
3.02 | Cost of sales and/or services | (50,014) | (121,605) | (157,010) | (348,372) |
3.02.01 | Cost of real estate development | (50,014) | (121,605) | (157,010) | (348,372) |
3.03 | Gross profit | 35,627 | 44,731 | 72,264 | 104,529 |
3.04 | Operating expenses/income | (35,667) | (79,406) | (77,133) | (142,696) |
3.04.01 | Selling expenses | (2,569) | (7,952) | (23,950) | (44,862) |
3.04.02 | General and administrative expenses | (9,041) | (15,083) | (16,139) | (30,878) |
3.04.05 | Other operating expenses | (27,198) | (53,207) | (18,207) | (34,270) |
3.04.05.01 | Depreciation and amortization | (3,775) | (7,777) | (4,825) | (8,428) |
3.04.05.02 | Other operating expenses | (23,423) | (45,430) | (13,382) | (25,842) |
3.04.06 | Income from equity method investments | 3,141 | (3,164) | (18,837) | (32,686) |
3.05 | Income (loss) before financial results and income taxes | (40) | (34,675) | (4,869) | (38,167) |
3.06 | Financial | (12,684) | (24,403) | (20,088) | (40,308) |
3.06.01 | Financial income | 5,193 | 8,384 | 3,703 | 8,932 |
3.06.02 | Financial expenses | (17,877) | (32,787) | (23,791) | (49,240) |
3.07 | Income before income taxes | (12,724) | (59,078) | (24,957) | (78,475) |
3.09 | Income (loss) from continuing operations | (12,724) | (59,078) | (24,957) | (78,475) |
3.11 | Income (loss) for the period | (12,724) | (59,078) | (24,957) | (78,475) |
3.99 | Earnings per share - (Reais / Share) | - | - | - | - |
3.99.01 | Basic earnings per share | - | - | - | - |
3.99.01.01 | ON | (0.28631) | (1.32933) | (0.65790) | (2.06866) |
3.99.02 | Diluted earnings per share | - | - | - | - |
3.99.02.01 | ON | (0.28631) | (1.32933) | (0.65790) | (2.06866) |
6
INDIVIDUAL FINANCIAL STATEMENTS - COMPREHENSIVE INCOME (LOSS) - (in thousands of Brazilian Reais)
SAME QUARTER | PREVIOUS YEAR | ||||
CURRENT QUARTER | YEAR TO DATE | OF PREVIOUS | TO DATE | ||
04/01/2019 to | 01/01/2019 to | YEAR 04/01/2018 | 01/01/2018 to | ||
CODE | DESCRIPTION | 06/30/2019 | 06/30/2019 | to 06/30/2018 | 06/30/2018 |
4.01 | Income (loss) for the period | (12,724) | (59,078) | (24,957) | (78,475) |
4.03 | Comprehensive income (loss) for the period | (12,724) | (59,078) | (24,957) | (78,475) |
7
INDIVIDUAL FINANCIAL STATEMENTS - CASH FLOW - INDIRECT METHOD - (in thousands of Brazilian Reais)
YEAR TO DATE | PREVIOUS YEAR | ||
01/01/2019 to | TO DATE 01/01/2018 | ||
CODE | DESCRIPTION | 06/30/2019 | to 06/30/2018 |
6.01 | Net cash from operating activities | (35,177) | (69,597) |
6.01.01 | Cash generated from operations | (47,602) | (12,192) |
6.01.01.01 | Income (loss) before income and social contribution taxes | (59,078) | (78,475) |
6.01.01.02 | Income from equity method investments | 3,164 | 62,036 |
6.01.01.03 | Stock option expenses | (2,872) | 1,278 |
6.01.01.04 | Unrealized interest and finance charges, net | 486 | 3,965 |
6.01.01.05 | Financial instruments | 0 | (20) |
6.01.01.06 | Depreciation and amortization | 7,777 | 8,428 |
6.01.01.07 | Provision for legal claims | 45,378 | 27,523 |
6.01.01.08 | Provision for profit sharing | 500 | 2,504 |
6.01.01.09 | Warranty provision | (1,782) | (3,293) |
6.01.01.11 | Allowance for doubtful accounts | (11,774) | (11,363) |
6.01.01.12 | Provision for realization of non-financial assets - properties for sale | (28,220) | (25,237) |
6.01.01.13 | Provision for penalties due to delay in construction works | (1,181) | 0 |
6.01.01.15 | Inventory write-off | 0 | 462 |
6.01.02 | Variations in assets and liabilities | 12,425 | (57,405) |
6.01.02.01 | Trade accounts receivable | 76,187 | (114,909) |
6.01.02.02 | Properties for sale | 119,208 | 147,451 |
6.01.02.03 | Other accounts receivable | (24,715) | (16,701) |
6.01.02.04 | Prepaid expenses | 334 | 1,397 |
6.01.02.05 | Obligations related to purchases of properties and advances from customers | (49,957) | (9,856) |
6.01.02.06 | Taxes and contributions | 4,227 | 10,297 |
6.01.02.07 | Suppliers | 32,324 | (7,139) |
6.01.02.08 | Salaries and charges payable | (1,441) | 270 |
6.01.02.09 | Transactions with related parties | 11,107 | (25,089) |
6.01.02.10 | Other obligations | (154,849) | (43,126) |
6.02 | Net cash from investment activities | (73,467) | (96,615) |
6.02.01 | Purchases of property and equipment and intangible assets | (5,989) | (8,081) |
6.02.02 | Increase in investments | 0 | (2,280) |
6.02.03 | Redemption of short-term investments | 36,902 | 630,548 |
6.02.04 | Purchase of short-term investments | (104,380) | (716,802) |
6.03 | Net cash from financing activities | 85,709 | (162,516) |
6.03.01 | Capital increase | 132,265 | 167 |
6.03.02 | Increase in loans, financing and debentures | 45,232 | 179,854 |
6.03.03 | Payment of loans, financing and debentures | (142,952) | (267,949) |
6.03.06 | Loan transactions with related parties | (9,358) | (155) |
6.03.08 | Disposal of treasury shares | 148 | 0 |
6.03.10 | Transactions related to the treasury shares repurchase program, net | 60,374 | 0 |
6.03.12 | Subscription and payment of common shares | 0 | 250,599 |
6.05 | Net increase (decrease) of cash and cash equivalents | (22,935) | (3,696) |
6.05.01 | Cash and cash equivalents at the beginning of the period | 29,180 | 7,461 |
6.05.02 | Cash and cash equivalents at the end of the period | 6,245 | 3,765 |
8
INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 01/01/2019 TO 06/30/2019 (in thousands of Brazilian reais)
Capital reserves, stock | Other | ||||||
options and treasury | Retained | comprehensive | Total | ||||
CODE | DESCRIPTION | Capital | shares | Profit reserves | earnings | income | Equity |
5.01 | Opening balance | 2,521,319 | 278,401 | - | (2,308,403) | - | 491,317 |
5.03 | Opening adjusted balance | 2,521,319 | 278,401 | - | (2,308,403) | - | 491,317 |
5.04 | Capital transactions with shareholders | 132,265 | 10,610 | - | (1,560) | - | 141,315 |
5.04.01 | Capital increase | 132,265 | - | - | - | - | 132,265 |
5.04.03 | Stock option plan | - | 294 | - | - | - | 294 |
5.04.05 | Treasury shares sold | - | 141 | - | 7 | - | 148 |
5.04.08 | Treasury shares cancelled | - | 5,747 | - | (5,747) | - | 0 |
5.04.09 | Treasury shares reissued | - | (20,671) | - | 20,671 | - | - |
5.04.10 | Share repurchase program | - | 25,099 | - | (16,491) | - | 8,608 |
5.05 | Total of comprehensive income (loss) | - | - | - | (59,078) | - | (59,078) |
5.05.01 | Net income (loss) for the period | - | - | - | (59,078) | - | (59,078) |
5.07 | Closing balance | 2,653,584 | 289,011 | - | (2,369,041) | - | 573,554 |
9
INDIVIDUAL STATEMENT OF CHANGES IN EQUITY FROM 01/01/2018 TO 06/30/2018 (in thousands of Brazilian reais)
Capital reserves, | Other | ||||||
stock options and | Retained | comprehensive | Total | ||||
CODE | DESCRIPTION | Capital | treasury shares | Profit reserves | earnings | income | Equity |
5.01 | Opening balance | 2,521,152 | 56,359 | - | (1,866,289) | - | 711,222 |
5.03 | Opening adjusted balance | 2,521,152 | 56,359 | - | (1,866,289) | - | 711,222 |
5.04 | Capital transactions with shareholders | 167 | 252,537 | - | (160) | - | 252,544 |
5.04.01 | Capital increase | 167 | 250,599 | - | - | - | 250,766 |
5.04.03 | Stock option plan | - | 1,777 | - | - | - | 1,777 |
5.04.05 | Treasury shares sold | - | 161 | - | (160) | - | 1 |
5.05 | Total comprehensive income (loss) | - | - | - | (78,475) | - | (78,475) |
5.05.01 | Net income (loss) for the period | - | - | - | (78,475) | - | (78,475) |
5.07 | Closing balance | 2,521,319 | 308,896 | - | (1,944,924) | - | 885,291 |
10
INDIVIDUAL STATEMENT OF VALUE ADDED (in thousands of Brazilian Reais)
YEAR TO DATE | PREVIOUS YEAR TO | ||
CODE | DESCRIPTION | DATE 01/01/2018 to | |
01/01/2019 to 06/30/2019 | |||
06/30/2018 | |||
7.01 | Revenue | 181,447 | 497,680 |
7.01.01 | Real estate development, sales and services | 169,673 | 486,317 |
7.01.04 | Allowance for doubtful accounts | 11,774 | 11,363 |
7.02 | Inputs acquired from third parties | (151,623) | (318,333) |
7.02.01 | Cost of sales and/or service | (104,376) | (259,438) |
7.02.02 | Materials, energy, outsourced labor and other | (47,247) | (58,895) |
7.03 | Gross value added | 29,824 | 179,347 |
7.04 | Retentions | (7,777) | (8,428) |
7.04.01 | Depreciation and amortization | (7,777) | (8,428) |
7.05 | Net value added produced by the Company | 22,047 | 170,919 |
7.06 | Added value received through transfer | 5,220 | (53,104) |
7.06.01 | Income from equity method investments | (3,164) | (62,036) |
7.06.02 | Financial income | 8,384 | 8,932 |
7.07 | Total value added to be distributed | 27,267 | 117,815 |
7.08 | Value added distribution | 27,267 | 117,815 |
7.08.01 | Personnel and payroll charges | 14,985 | 33,766 |
7.08.01.01 | Direct remuneration | 14,985 | 33,766 |
7.08.02 | Taxes and contributions | 18,854 | 51,389 |
7.08.02.01 | Federal | 18,854 | 51,389 |
7.08.03 | Compensation - Interest | 52,506 | 111,135 |
7.08.03.01 | Interest | 50,016 | 108,824 |
7.08.03.02 | Rent | 2,490 | 2,311 |
7.08.04 | Compensation - Company capital | (59,078) | (78,475) |
7.08.04.03 | Net income (retained losses) | (59,078) | (78,475) |
11
CONSOLIDATED FINANCIAL STATEMENTS - BALANCE SHEET - ASSETS (in thousands of Brazilian Reais)
CURRENT QUARTER | PRIOR YEAR | ||
CODE | DESCRIPTION | 06/30/2019 | 12/31/2018 |
1 | Total assets | 2,407,422 | 2,526,280 |
1.01 | Current assets | 1,614,225 | 1,683,371 |
1.01.01 | Cash and cash equivalents | 11,373 | 32,304 |
1.01.01.01 | Cash and banks | 11,373 | 11,406 |
1.01.01.03 | Cash equivalents | 0 | 20,898 |
1.01.02 | Short-term investments | 171,444 | 104,856 |
1.01.02.01 | Fair value of short-term investments | 171,444 | 104,856 |
1.01.03 | Accounts receivable | 449,356 | 467,992 |
1.01.03.01 | Trade accounts receivable | 449,356 | 467,992 |
1.01.03.01.01 | Receivables from clients of developments | 426,373 | 442,877 |
1.01.03.01.02 | Receivables from clients of construction and services rendered | 22,983 | 25,115 |
1.01.04 | Inventory | 807,992 | 890,460 |
1.01.04.01 | Properties for sale | 807,992 | 890,460 |
1.01.07 | Prepaid expenses | 2,318 | 2,668 |
1.01.07.01 | Prepaid expenses and other | 2,318 | 2,668 |
1.01.08 | Other current assets | 171,742 | 185,091 |
1.01.08.01 | Non-current assets for sale | 38,681 | 78,148 |
1.01.08.03 | Other | 133,061 | 106,943 |
1.01.08.03.01 | Other accounts receivable and other | 71,397 | 42,283 |
1.01.08.03.03 | Receivables from related parties | 61,664 | 64,660 |
1.02 | Non-current assets | 793,297 | 842,909 |
1.02.01 | Non-current assets | 461,156 | 496,561 |
1.02.01.04 | Accounts receivable | 116,835 | 174,017 |
1.02.01.04.01 | Receivables from clients of developments | 116,835 | 174,017 |
1.02.01.05 | Inventory | 218,616 | 198,941 |
1.02.01.05.01 | Properties for sale | 218,616 | 198,941 |
1.02.01.10 | Other non-current assets | 125,705 | 123,603 |
1.02.01.10.03 | Other assets | 94,978 | 95,194 |
1.02.01.10.04 | Receivables from related parties | 30,727 | 28,409 |
1.02.02 | Investments | 302,797 | 314,505 |
1.02.02.01 | Interest in associates and affiliates | 302,797 | 314,505 |
1.02.03 | Property and equipment | 19,633 | 20,073 |
1.02.03.01 | Operation property and equipment | 19,633 | 20,073 |
1.02.04 | Intangible assets | 9,711 | 11,770 |
1.02.04.01 | Intangible assets | 9,711 | 11,770 |
12
CONSOLIDATED FINANCIAL STATEMENTS - BALANCE SHEET - LIABILITIES AND EQUITY (in thousands of Brazilian Reais)
CURRENT QUARTER | PRIOR YEAR | ||
CODE | DESCRIPTION | 06/30/2019 | 12/31/2018 |
2 | Total liabilities | 2,407,522 | 2,526,280 |
2.01 | Current liabilities | 1,195,325 | 1,039,015 |
2.01.01 | Social and labor obligations | 5,460 | 6,780 |
2.01.01.02 | Labor obligations | 5,460 | 6,780 |
2.01.02 | Suppliers | 161,722 | 119,847 |
2.01.03 | Tax obligations | 60,359 | 57,276 |
2.01.03.01 | Federal tax obligations | 60,359 | 57,276 |
2.01.04 | Loans and financing | 503,648 | 348,395 |
2.01.04.01 | Loans and financing | 332,693 | 285,612 |
2.01.04.01.01 | In local currency | 332,693 | 285,612 |
2.01.04.02 | Debentures | 170,955 | 62,783 |
2.01.05 | Other obligations | 287,798 | 368,516 |
2.01.05.01 | Payables to related parties | 46,378 | 56,164 |
2.01.05.02 | Other | 241,420 | 312,352 |
2.01.05.02.04 | Obligations related to purchases of properties and advances from | 96,979 | 113,355 |
customers | |||
2.01.05.02.06 | Other payables | 119,472 | 173,951 |
2.01.05.02.07 | Obligations assumed on the assignment of receivables | 24,969 | 25,046 |
2.01.06 | Provisions | 176,338 | 138,201 |
2.01.06.01 | Tax, labor and civil lawsuits | 176,338 | 138,201 |
2.01.06.01.01 | Tax lawsuits | 581 | 637 |
2.01.06.01.02 | Labor lawsuits | 17,993 | 20,729 |
2.01.06.01.04 | Civil lawsuits | 157,764 | 116,835 |
2.02 | Non-current liabilities | 636,844 | 994,074 |
2.02.01 | Loans and financing | 267,067 | 541,018 |
2.02.01.01 | Loans and financing | 192,936 | 338,135 |
2.02.01.01.01 | Loans and financing in local currency | 192,936 | 338,135 |
2.02.01.02 | Debentures | 74,131 | 202,883 |
2.02.02 | Other obligations | 200,846 | 248,076 |
2.02.02.02 | Other | 200,846 | 248,076 |
2.02.02.02.03 | Obligations related of purchases of properties and advances from | 157,582 | 196,076 |
customers | |||
2.02.02.02.04 | Other payables | 12,831 | 19,860 |
2.02.02.02.06 | Obligations assumed on the assignment of receivables | 30,433 | 32,140 |
2.02.03 | Deferred taxes | 49,372 | 49,372 |
2.02.03.01 | Deferred income tax and social contribution | 49,372 | 49,372 |
2.02.04 | Provisions | 119,559 | 155,608 |
2.02.04.01 | Tax, labor and civil lawsuits | 119,559 | 155,608 |
2.02.04.01.01 | Tax lawsuits | 1,313 | - |
2.02.04.01.02 | Labor lawsuits | 40,561 | 36,961 |
2.02.04.01.04 | Civil lawsuits | 77,685 | 118,647 |
2.03 | Equity | 575,353 | 493,191 |
2.03.01 | Capital | 2,653,584 | 2,521,319 |
2.03.02 | Capital reserves | 289,011 | 278,401 |
2.03.02.05 | Treasury shares | (48,633) | (58,950) |
2.03.02.07 | Constitution of capital reserve | 250,599 | 250,599 |
2.03.02.09 | Reserve for granting of stock options | 87,045 | 86,752 |
2.03.05 | Retained earnings/accumulated losses | (2,369,041) | (2,308,403) |
2.03.09 | Non-controlling interest | 1,799 | 1,874 |
13
CONSOLIDATED FINANCIAL STATEMENTS - INCOME - (in thousands of Brazilian Reais)
SAME QUARTER | |||||
CUURENT QUARTER | YEAR TO DATE | OF PREVIOUS | PREVIOUS YEAR TO | ||
04/01/2019 to | 01/01/2019 to | YEAR 04/01/2018 to | DATE 01/01/2018 to | ||
CODE | DESCRIPTION | 06/30/2019 | 06/30/2019 | 06/30/2018 | 06/30/2018 |
3.01 | Gross sales and/or services | 99,659 | 195,080 | 281,930 | 515,878 |
3.01.01 | Revenue from real estate development | 107,734 | 211,096 | 308,916 | 563,951 |
3.01.03 | Taxes on real estate sales and services | (8,075) | (16,016) | (26,986) | (48,073) |
3.02 | Cost of sales and/or services | (62,688) | (151,662) | (204,704) | (413,383) |
3.02.01 | Cost of real estate development | (62,688) | (151,662) | (204,704) | (413,383) |
3.03 | Gross profit | 36,971 | 43,418 | 77,226 | 102,495 |
3.04 | Operating expenses/income | (38,670) | (81,353) | (81,711) | (141,495) |
3.04.01 | Selling expenses | (3,011) | (9,513) | (28,110) | (52,389) |
3.04.02 | General and administrative expenses | (11,340) | (19,240) | (20,845) | (39,541) |
3.04.05 | Other operating expenses | (27,785) | (54,384) | (22,859) | (39,049) |
3.04.05.01 | Depreciation and amortization | (4,143) | (8,516) | (5,140) | (9,125) |
3.04.05.02 | Other operating expenses | (23,642) | (45,868) | (17,719) | (29,924) |
3.04.06 | Income from equity method investments | 3,466 | 1,784 | (9,897) | (10,516) |
3.05 | Income (loss) before financial results and income taxes | (1,699) | (37,935) | (4,485) | (39,000) |
3.06 | Financial | (10,469) | (20,428) | (19,082) | (39,032) |
3.06.01 | Financial income | 5,369 | 8,734 | 3,737 | 9,081 |
3.06.02 | Financial expenses | (15,838) | (29,162) | (22,819) | (48,113) |
3.07 | Income before income taxes | (12,168) | (58,363) | (23,567) | (78,032) |
3.08 | Income and social contribution taxes | (309) | (713) | (1,432) | (1,664) |
3.08.01 | Current | (309) | (713) | (1,432) | (1,664) |
3.09 | Income (loss) from continuing operations | (12,477) | (59,076) | (24,999) | (79,696) |
3.11 | Income (loss) for the period | (12,477) | (59,076) | (24,999) | (79,696) |
3.11.01 | Income (loss) attributable to the Company | (12,724) | (59,078) | (24,957) | (78,475) |
3.11.02 | Net income attributable to non-controlling interests | 247 | 2 | (42) | (1,221) |
3.99 | Earnings per Share - (Reais / Share) | - | - | - | - |
3.99.01 | Basic earnings per share | - | - | - | - |
3.99.01.01 | ON | (0.28631) | (1.32933) | (0.65790) | (2.06866) |
3.99.02 | Diluted earnings per share | - | - | - | - |
3.99.02.01 | ON | (0.28631) | (1.32933) | (0.65790) | (2.06866) |
14
CONSOLIDATED FINANCIAL STATEMENTS - COMPREHENSIVE INCOME (LOSS) - (in thousands of Brazilian Reais)
SAME QUARTER | |||||
OF PREVIOUS | PREVIOUS YEAR | ||||
CURRENT QUARTER | YEAR TO DATE 01/01/2019 | YEAR 04/01/2018 | TO DATE 01/01/2018 | ||
CODE | DESCRIPTION | 04/01/2019 to 06/30/2019 | to 06/30/2019 | to 06/30/2018 | to 06/30/2018 |
4.01 | Consolidated income (loss) for the period | (12,477) | (59,076) | (24,999) | (79,696) |
4.03 | Consolidated comprehensive income (loss) for the period | (12,477) | (59,076) | (24,999) | (79,696) |
4.03.01 | Income (loss) attributable to the Company | (12,724) | (59,078) | (24,957) | (78,475) |
4.03.02 | Net income attributable to the non-controlling interests | 247 | 2 | (42) | (1,221) |
15
CONSOLIDATED FINANCIAL STATEMENTS - CASH FLOWS - INDIRECT METHOD - (in thousands of Brazilian Reais)
YEAR TO DATE | PREVIOUS YEAR | ||
01/01/2019 to | TO DATE 01/01/2018 | ||
CODE | DESCRIPTION | 06/30/2019 | to 06/30/2018 |
6.01 | Net cash from operating activities | (9,972) | (25,910) |
6.01.01 | Cash generated in the operations | (47,988) | (60,347) |
6.01.01.01 | Income (loss) before income and social contribution taxes | (58,363) | (78,032) |
6.01.01.02 | Income from equity method investments | (1,784) | 10,515 |
6.01.01.03 | Stock option expenses | (2,872) | 1,278 |
6.01.01.04 | Unrealized interest and finance charges, net | 3,086 | 7,344 |
6.01.01.05 | Financial instruments | 0 | (21) |
6.01.01.06 | Depreciation and amortization | 8,516 | 9,125 |
6.01.01.07 | Provision for legal claims | 45,885 | 26,833 |
6.01.01.08 | Provision for profit sharing | 500 | 2,504 |
6.01.01.09 | Warranty provision | (1,782) | (3,293) |
6.01.01.11 | Allowance for doubtful accounts | (11,774) | (11,363) |
6.01.01.12 | Provision for realization of non-financial assets - properties for sale | (28,219) | (25,237) |
6.01.01.13 | Provision for penalties due to delay in construction works | (1,181) | - |
6.01.02 | Variations in assets and liabilities | 38,016 | 34,437 |
6.01.02.01 | Trade accounts receivable | 85,810 | (92,202) |
6.01.02.02 | Properties for sale | 130,479 | 161,167 |
6.01.02.03 | Other accounts receivable | (24,095) | (11,627) |
6.01.02.04 | Prepaid expenses | 350 | 1,410 |
6.01.02.05 | Obligations for purchases of properties and advance from customers | (54,871) | (22,425) |
6.01.02.06 | Taxes and contributions | 3,082 | 9,124 |
6.01.02.07 | Suppliers | 37,138 | (3,340) |
6.01.02.08 | Salaries and charges payable | (1,820) | 365 |
6.01.02.09 | Transactions with related parties | 18,280 | (8,457) |
6.01.02.10 | Other obligations | (155,624) | (42,764) |
6.01.02.11 | Income tax and social contribution payable | (713) | (1,664) |
6.02 | Net cash from investment activities | (72,604) | (91,595) |
6.02.01 | Purchases of property, equipment and intangible assets | (6,017) | (9,514) |
6.02.02 | Increase in investments | 0 | (2,280) |
6.02.03 | Redemption of short-term investments | 50,851 | 666,060 |
6.02.04 | Purchase of short-term investments | (117,438) | (745,861) |
6.03 | Net cash from financing activities | 61,645 | 103,139 |
6.03.01 | Capital increase | 132,265 | 167 |
6.03.02 | Increase in loans, financing and debentures | 51,787 | 210,330 |
6.03.03 | Payment of loans, financing and debentures | (173,571) | (357,802) |
6.03.06 | Loan transactions with related parties | (9,358) | (155) |
6.03.08 | Disposal of treasury shares | 148 | 0 |
6.03.10 | Repurchase sahre program | 60,374 | 0 |
6.03.12 | Subscription and payment of common shares | - | 250,599 |
6.05 | Net increase (decrease) in cash and cash equivalents | (20,931) | (14,366) |
6.05.01 | Cash and cash equivalents at the beginning of the period | 32,304 | 28,527 |
6.05.02 | Cash and cash equivalents at the end of the period | 11,373 | 14,161 |
16
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 01/01/2019 TO 06/30/2019 (in thousands of Brazilian reais)
Capital reserves, | Other | Total | Non | ||||||
stock options and | Retained | comprehensive | Shareholders' | controlling | Total equity | ||||
CODE | DESCRIPTION | Capital | treasury shares | Profit reserves | earnings | income | equity | interest | Consolidated |
5.01 | Opening balance | 2,521,319 | 278,401 | - | (2,308,403) | - | 491,317 | 1,847 | 493,191 |
5.03 | Opening adjusted balance | 2,521,319 | 278,401 | - | (2,308,403) | - | 491,317 | 1,847 | 493,191 |
5.04 | Capital transactions with shareholders | 132,265 | 10,610 | - | (1,560) | - | 141,315 | - | 141,315 |
5.04.01 | Capital increase | 132,265 | - | - | - | - | 132,265 | - | 132,265 |
5.04.03 | Stock option plan | - | 294 | - | - | - | 294 | - | 294 |
5.04.05 | Treasury shares sold | - | 141 | - | 7 | - | 148 | - | 148 |
5.04.08 | Treasury shares cancelled | - | 5,747 | - | (5,747) | - | - | - | - |
5.04.09 | Treasury shares reissued | - | (20,671) | - | 20,671 | - | - | - | - |
5.04.10 | Share repurchase program | - | 25,099 | - | (16,491) | - | 8,608 | - | 8,608 |
5.05 | Total of comprehensive income (loss) | - | - | - | (59,078) | - | (59,078) | 2 | (59,076) |
5.05.01 | Net income (loss) for the period | - | - | - | (59,078) | - | (59,078) | 2 | (59,076) |
5.06 | Reserves | - | - | - | - | - | - | (77) | (77) |
5.06.01 | Constitution of reserves | - | - | - | - | - | - | (77) | (77) |
5.07 | Closing balance | 2,653,584 | 289,011 | - | (2,369,041) | - | 573,554 | 1,799 | 575,353 |
17
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FROM 01/01/2018 TO 06/30/2018 (in thousands of Brazilian reais)
Capital reserves, | Other | Total | Non | ||||||
stock options and | Retained | comprehensive | Shareholders' | controlling | Total equity | ||||
CODE | DESCRIPTION | Capital | treasury shares | Profit reserves | earnings | income | equity | interest | Consolidated |
5.01 | Opening balance | 2,521,152 | 56,359 | - | (1,866,289) | - | 711,222 | 3,847 | 715,069 |
5.03 | Opening adjusted balance | 2,521,152 | 56,359 | - | (1,866,289) | - | 711,222 | 3,847 | 715,069 |
5.04 | Capital transactions with shareholders | 167 | 252,537 | - | (160) | - | 252,544 | - | 252,544 |
5.04.01 | Capital increase | 167 | 250,599 | - | - | - | 250,766 | - | 250,766 |
5.04.03 | Stock option plan | - | 1,777 | - | - | - | 1,777 | - | 1,777 |
5.04.05 | Treasury shares sold | - | 161 | - | (160) | - | 1 | - | 1 |
5.05 | Total comprehensive income (loss) | - | - | - | (78,475) | - | (78,475) | (1,225) | (79,700) |
5.05.01 | Net income (loss) for the period | - | - | - | (78,475) | - | (78,475) | (1,225) | (79,700) |
5.07 | Closing balance | 2,521,319 | 308,896 | - | (1,944,924) | - | 885,291 | 2,622 | 887,913 |
18
CONSOLIDATED STATEMENT OF VALUE ADDED (in thousands of Brazilian Reais)
PREVIOUS YEAR | |||
YEAR TO DATE | TO DATE | ||
01/01/2019 to | 01/01/2018 to | ||
CODE | DESCRIPTION | 06/30/2019 | 06/30/2018 |
7.01 | Revenue | 211,096 | 563,951 |
7.01.01 | Real estate development, sales and services | 199,322 | 552,588 |
7.01.04 | Allowance for doubtful accounts | 11,774 | 11,363 |
7.02 | Inputs acquired from third parties | (179,957) | (415,900) |
7.02.01 | Cost of sales and/or services | (128,454) | (345,569) |
7.02.02 | Materials, energy, outsourced labor and other | (51,503) | (70,331) |
7.03 | Gross value added | 31,139 | 148,051 |
7.04 | Retentions | (8,516) | (9,125) |
7.04.01 | Depreciation and amortization | (8,516) | (9,125) |
7.05 | Net value added produced by the Company | 22,623 | 138,926 |
7.06 | Value added received through transfer | 10,518 | (1,435) |
7.06.01 | Income from equity method investments | 1,784 | (10,516) |
7.06.02 | Financial income | 8,734 | 9,081 |
7.07 | Total value added to be distributed | 33,141 | 137,491 |
7.08 | Value added distribution | 33,141 | 137,491 |
7.08.01 | Personnel and payroll charges | 16,041 | 39,362 |
7.08.01.01 | Direct remuneration | 16,041 | 39,362 |
7.08.02 | Taxes and contributions | 20,708 | 57,626 |
7.08.02.01 | Federal | 20,708 | 57,626 |
7.08.03 | Compensation - Interest | 55,470 | 118,978 |
7.08.03.01 | Interest | 52,370 | 115,927 |
7.08.03.02 | Rent | 3,100 | 3,051 |
7.08.04 | Compensation - Company capital | (59,078) | (78,475) |
7.08.04.03 | Net income (retained losses) | (59,078) | (78,475) |
19
FOR IMMEDIATE RELEASE- São Paulo, August 14, 2019 - Gafisa S.A. (B3: GFSA3; OTC: GFASY), a leading Brazilian homebuilder focused on the upper-middle and high-income segments, announced today its operational and financial results for the second quarter of 2019 ended June 30, 2019.
Conference Call
August 16, 2019
-
11:00 a.m. Brasília time In Portuguese
+55 (11) 3137-8076 (Brazil) Code: Gafisa - 10:00 a.m. US EST
In English (simultaneous translation from Portuguese)
+1 786 209-1795 (USA) Code: Gafisa
Webcast: www.gafisa.com.br/ri
Replay:
+55 (11) 3137-8031 Portuguese: 8875| #270 English: 8876| #732
Shares
GFSA3 - B3
GFASY - OTC
Total outstanding shares: 71,031,8761Average Daily Traded Volume (2Q19): 2,088,185 shares.
(1) including 3,331,542 treasury shares.
GAFISA ANNOUNCES
2Q19 RESULTS
120 days building the New Gafisa
We assumed management of the Company at the end of March this year. Since then, we have been working diligently to deliver quality results in the context of the real estate market upturn in Brazil while adhering to guidelines set by shareholders and the Board of Directors:
Capitalization: (i) The first tranche of capital increase was concluded by issuing 26,273,962 new shares and raising R$132 million; (ii) The Board of Directors is discussing the second tranche of capital increase; (iii) The Company's valuation study to support offer pricing is underway and; (iv) Proposal to raise up to US$150 million, which can be placed in the domestic or international market, was approved at the Extraordinary Shareholders' Meeting on April 23, 2019.
Management: We are (i) hiring a new team of executives with broad experience in the real estate market and; (ii) horizontalizing management by bringing in innovative, young-minded new talent as well as by integrating teams and divisions.
Governance:New members with a great deal of experience in the turnaround process have been elected to form the Board of Directors. Management-supporting committees were maintained.
Operational:(i) After capitalization, construction work resumed at an appropriate pace, ensuring all projects are executed in line with Gafisa's high quality standards; (ii) the sales division is being restructured; (iii) measures were adopted to generate liquidity of court deposits; (iv) hired consulting firm Falconi to review processes and optimize expenditures in the short-term.
Quality:The annual quality audit concluded with the recommendation that certificates be maintained. This evidences that the Company successfully complies with all regulations, laws, and standards while ensuring the quality of its products and services. In addition, Gafisa continues apt to observe the financial institution's requirements.
Financial:(i) Operational and financial liabilities are being renegotiated and rescheduled; (ii) projects launched by holding migrate to SPEs in order to enable fundraising via SFH (Brazilian Housing System), ensuring that the Company balance sheet is structured in accordance with the best and most transparent practices in the sector.
Strategic: The company has hired Bain & Company to develop a medium and long-term strategic plan that combines strategic and tactical actions.
20
In the international scenario, the relisting process at the New York Stock Exchange (NYSE) has been analyzed, concluding that we strive to provide greater visibility to the Company and access to new markets.
This 120-day period involved hard work, dedication, discipline, and transparency. We are greatly pleased to report that the Company is breaking new grounds throughout its entire ecosystem. These results reflect that we are heading in the right direction-and position us to broaden our horizons. Although an arduous journey, we possess the energy and resources necessary to achieve our goals.
Roberto Luz Portella
Chief Executive Officer, Chief Financial and Investor Relations Officer
21
OPERATIONAL RESULTS
Table 1 - Operational Performance (R$ 000)
2Q19 | 1Q19 | Q/Q (%) | 2Q18 | Y/Y (%) | 6M19 | 6M18 | Y/Y (%) | |
Launches | - | - | - | 399,875 | -100.0% | - | 538,590 | -100.0% |
Gross Sales | 87,893 | 91,270 | -3.7% | 405,858 | -78.3% | 179,163 | 699,318 | -74.4% |
Dissolutions | (31,672) | (41,363) | -23.4% | (59,912) | -47.1% | (73,035) | (117,614) | -37.9% |
Pre-sales | 56,221 | 49,907 | 12.7% | 345,946 | -83.7% | 106,128 | 581,704 | -81.8% |
Speed of Sales (SoS) | 5.0% | 4.3% | 0.7 p.p. | 19.9% | -14.9 p.p. | 9.1% | 17.2% | -8.1 p.p. |
Delivered PSV | 91,317 | 80,079 | 14.0% | 300,991 | -69.7% | 171,396 | 300,991 | -43.1% |
Table 2 - Financial Performance (R$ 000)
2Q19 | 1Q19 | Q/Q (%) | 2Q186 | Y/Y (%) | 6M19 | 6M186 | Y/Y (%) | |||||||||||
Net Revenue | 99,659 | 95,421 | 4.4% | 281,930 | -64.7% | 195,080 | 515,878 | -62.2% | ||||||||||
Adjusted Gross Profit¹ | 48,862 | 17,764 | 175.1% | 108,768 | -55.1% | 66,626 | 170,309 | -60.9% | ||||||||||
Adjusted Gross Margin¹ | 49.0% | 18.6% | 30.4 p.p. | 38.6% | 10.4 p.p. | 34.2% | 33.0% | 1.2 p.p. | ||||||||||
Adjusted EBITDA² | 13,923 | (23,006) | -160.5% | 33,566 | -58.5% | (9,083) | 39,217 | -123.2% | ||||||||||
Adjusted EBITDA Margin² | 14.0% | -24.1% | 38.1 p.p. | 11.9% | 2.1 p.p. | -4.7% | 7.6% | -12.3 p.p. | ||||||||||
Net Income | (12,724) | (46,354) | -72.6% | (24,957) | -49.0% | (59,078) | (78,475) | -24.7% | ||||||||||
Revenue Backlog | 506,418 | 533,503 | -5.1% | 701,634 | -27.8% | 506,418 | 701,634 | -27.8% | ||||||||||
Backlog Results3 4 | 177,847 | 193,016 | -7.9% | 262,828 | -32.3% | 177,847 | 262,828 | -32.3% | ||||||||||
Backlog Results Margin4 5 | 35.1% | 36.2% | -1.1 p.p. | 37.5% | -2.4 p.p. | 35.1% | 37.5% | -2.4 p.p. | ||||||||||
Net Debt | 587,898 | 727,104 | -19.1% | 751,873 | -21.8% | 587,898 | 751,873 | -21.8% | ||||||||||
Cash and Cash | 182,817 | 63,068 | 189.9% | 212,897 | -14.1% | 182,817 | 212,897 | -14.1% | ||||||||||
Equivalents5 | ||||||||||||||||||
Equity + Minority | 575,353 | 449,455 | 28.0% | 887,913 | -35.2% | 575,353 | 887,913 | -35.2% | ||||||||||
Shareholders | ||||||||||||||||||
(Net Debt, - Proj. Fin.) / | 21.9% | 51.1% | -29.2 p.p. | 17.7% | 4.2 p.p. | 21.9% | 17.7% | 4.2 p.p. | ||||||||||
(Equity + Minority) | ||||||||||||||||||
¹ Adjusted by capitalized interest.
² Adjusted by capitalized interest with stock option plan (non-cash) and minority shareholders.
-
Backlog results net of PIS/COFINS taxes (3.65%), excluding the impact of the PVA (Present Value Adjustment) method according to Law No. 11.638.
4Backlog results comprise the projects restricted by acondition precedent.5Cash andcash-equivalentsand marketable securities.
6Restatement due to the adoption of IFRS 15 and IFRS 9.
22
Launches
During the first half of the year, Gafisa concentrated on the sales process and inventory monetization. Our current focus is on regaining market and consumer confidence, ensuring the economic feasibility of projects, and restoring delivery schedules before resuming launch cycle.
Launches (R$ million)
464 | 400 | |||||||
90 | 139 | 71 | 119 | |||||
- | - | - | ||||||
2Q17 | 3Q17 | 4Q17 | 1Q18 | 2Q18 | 3Q18 | 4Q18 | 1Q19 | 2Q19 |
2017: R$554 MM | 2018: R$729 MM |
Sales
Gross sales totaled R$87.9 million in 2Q19, down 3.7% q-o-q and 78.3% y-o-y. The y-o-y variation is due to a higher volume of launches during the second quarter of 2018 (R$400 million) besides the Company's restructuring process, which also affected sales performance in the first half.
In the first 6 months of 2019, gross sales totaled R$179.2 million.
Dissolutions reached R$31.7 million in 2Q19, 23.4% lower than in 1Q19, despite higher a delivered PSV volume of 14%. Year-on-year, dissolutions tumbled 47.1%. Our task force is in charge of negotiations to customers, aiming to consolidate a downward trend of dissolution volume.
The graph below shows the evolution of dissolution volume over the past 2 years, evidencing a consistent downward trend.
Dissolutions (R$ millions)
114 | 95 | |||||||
84 | ||||||||
58 | 60 | 52 | 58 | 41 | ||||
32 | ||||||||
2Q17 | 3Q17 | 4Q17 | 1Q18 | 2Q18 | 3Q18 | 4Q18 | 1Q19 | 2Q19 |
2017: R$412 MM | 2018: R$228 MM | 2019: R$73 MM¹ |
¹ Reflects year-to-date.
23
Net pre-sales totaled R$56.2 million in 2Q19, 12.7% higher than in 1Q19. In 6M19, net pre-sales came to R$106.1 million.
Breakdown of Net Sales 2Q19 (%) | Net Pre-Sales (R$ million) |
354 | 346 | |||||||||
38,1% | 236 | |||||||||
61,9% | 127 | 122 | 136 | 95 | ||||||
50 | 56 | |||||||||
2Q17 | 3Q17 | 4Q17 | 1Q18 | 2Q18 | 3Q18 | 4Q18 | 1Q19 | 2Q19 | ||
Inventory under Construction | Inventory Concluded | 2017: R$720 MM | 2018: R$813 MM | 2019: R$106 MM¹ | ||||||
¹ Reflects LTM.
Sales Over Supply (SoS)
SoS was 5.0% in 2Q19, 70 bps higher than in 1Q19.
SoS L12M | Quarterly SoS | ||||||||||||
36,8% | 37,6% | 32,0% | 37,5% | 43,1% | 38,9% | 39,9% | 35,8% | 18,3% | 19,9% | ||||
24,1% | 14,4% | ||||||||||||
7,9% | 9,4% | ||||||||||||
7,4% | 7,2% | 5,0% | |||||||||||
4,3% | |||||||||||||
2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 | 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 |
Inventory (Property for Sale)
Inventory at market value totaled R$1.063 billion in 2Q19, down 5.4% q-o-q.
Table 3 - Inventory at Market Value 1Q19 x 2Q19 (R$ 000)
Inventories | Launches | Dissolutions | Gross Sales | Adjustments¹ | Inventories | Q/Q(%) | |||||||||
1Q19 | 2Q19 | ||||||||||||||
São Paulo | 917,439 | - | 22,144 | (76,916) | (3,111) | 859,554 | -6.3% | ||||||||
Rio de Janeiro | 136,453 | - | 4,511 | (6,433) | 3,665 | 138,196 | 1.3% | ||||||||
Other Markets | 69,681 | - | 5,018 | (4,544) | (5,216) | 64,939 | -6.8% | ||||||||
Total | 1,123,573 | - | 31,672 | (87,893) | (4,663) | 1,062,689 | -5.4% |
- Adjustments in the period reflect the updates related to the project scope, launch date, and pricing.
Inventory turnover LTM increased from 21 months in 1Q19 to 38 months in 2Q19 due to lower sales volume in the last 4 quarters.
24
Inventory Turnover LTM
33 | 34 | 38 | ||||||||||||||||||||||||||||
29 | 25 | |||||||||||||||||||||||||||||
23 | 21 | 21 | ||||||||||||||||||||||||||||
20 | 20 | 19 | ||||||||||||||||||||||||||||
16 | 18 | |||||||||||||||||||||||||||||
2Q16 | 3Q16 | 4Q16 | 1Q17 | 2Q17 | 3Q17 | 4Q17 | 1Q18 | 2Q18 | 3Q18 | 4Q18 | 1Q19 | 2Q19 |
Approximately 68% of inventory is composed of residential units located in the state of São Paulo, which have higher liquidity than commercial and residential units in other regions. We are poised to seize opportunities that develop with Brazil's economic upswing, positioning us to recover the level of inventory turnover LTM historically recorded.
Table 4 - Inventory at Market Value - Financial Progress - POC - (R$ 000)
Not | Up to 30% built | 30% to 70% | More than 70% | Finished | Total 2Q19 | ||||||||
Initiated | built | built | Units | ||||||||||
São Paulo | - | - | 461,800 | 150,456 | 247,299 | 859,554 | |||||||
Rio de Janeiro | - | - | - | - | 138,196 | 138,196 | |||||||
Other Markets | - | - | 13,201 | - | 51,737 | 64,939 | |||||||
Total | - | - | 475,001 | 150,456 | 437,232 | 1,062,689 |
* % POC does not necessarily reveal the status of construction works, but the project's financial progress.
Table 5 - Inventory at Market Value- Commercial x Residential Breakdown (R$ 000)
GFSA Inventory % | Residential | Commercial | Total |
São Paulo | 721,448 | 138,107 | 859,554 |
Rio de Janeiro | 31,065 | 107,131 | 138,196 |
Others | 64,939 | - | 64,939 |
Total | 817,451 | 245,238 | 1,062,689 |
Delivered Projects and Transfer
In 2Q19, Gafisa delivered the project Choice Santo Amaro, totaling 227 units, net of swap, with a PSV totaling R$91.3 million, net of brokerage. Currently, Gafisa manages the construction of 13 projects, and work on 4 more projects will start this year. All projects will be delivered in accordance with Gafisa quality standards.
Table 6 - Deliveries
Project | Delivery | Launch Date | Location | % Share | Units | PSV R$000² | |||||||||
Date | 100%¹ | ||||||||||||||
Like Aclimação | Feb/19 | Mar/16 | São Paulo/SP | 100% | 136 | 80,079 | |||||||||
Choice Santo Amaro | May/19 | Jun/16 | São Paulo/SP | 100% | 227 | 91,317 | |||||||||
Total 2Q19 | 227 | 91,317 | |||||||||||||
Total 2019 | 363 | 171,396 |
- Number of units corresponding to a 100% share in projects, net of swaps; ² PSV = Potential Sales Value of units, net of brokerage and swap.
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The PSV transferred in 2Q19 totaled R$44.2 million, down 31.8% q-o-q. This decline appears because an approximate PSV of R$239 million was delivered in 4Q18 (Hermann Jr, Barra Vista, and Scena Alto da Lapa), while the transfer occurred in 1Q19. By contrast, in 6M19, only 2 projects were delivered, totaling R$171.4 million: the project Choice Santo Amaro, with an approximate PSV of R$91.3 million, delivered at the end of May and with higher transfer volume foreseen for the third quarter of 2019.
In the first 6 months of 2019, PSV transferred totaled R$109 million, down 45.4% from 6M18.
Table 7 - Transfer and Delivery - (R$ 000)
2Q19 | 1Q19 | Q/Q (%) | 2Q18 | Y/Y (%) | 6M19 | 6M18 | Y/Y (%) | |
PSV Transferred¹ | 44,202 | 64,821 | -31.8% | 140,505 | -68.5% | 109,023 | 199,503 | -45.4% |
Delivered Projects | 1 | 1 | 0.0% | 5 | -80.0% | 2 | 5 | -60.0% |
Delivery Units² | 227 | 136 | 66.9% | 1,025 | -77.9% | 363 | 1,025 | -64.6% |
Delivered PSV³ | 91,317 | 80,079 | 14.0% | 300,991 | -69.7% | 171,396 | 300,991 | -43.1% |
- PSV transferred refers to the effective cash inflow from units transferred to financial institutions;
- Number of units corresponding to a 100% share in projects, net of swaps;
³ PSV = Potential Sales Value of units, net of brokerage and swap.
Landbank
With an estimated PSV of R$3.81 billion, the Company's landbank represents 33 projects/phases, totaling 6,751 units. Approximately 70% of land was acquired through swaps, most of it located in the city of São Paulo.
Table 8 - Landbank (R$ 000)
PSV | % Swap Total ² | % Swap Units | % Swap Financial | Potential Units | Potential Units Total | ||||||||
(% Gafisa) ¹ | (% Gafisa) ³ | ||||||||||||
São Paulo | 2,470,906 | 79.8% | 71.6% | 8.2% | 4,947 | 5,307 | |||||||
Rio de Janeiro | 748,745 | 60.1% | 60.1% | 0.0% | 755 | 892 | |||||||
Others | 594,327 | 30.0% | 30.0% | 0.0% | 1,050 | 1,320 | |||||||
Total | 3,813,979 | 69.8% | 66.2% | 3.6% | 6,751 | 7,519 | |||||||
¹ The PSV (% Gafisa) reported is net of swap and brokerage fee.
- The swap percentage is measured compared to the historical cost of land acquisition.
- Potential units are net of swap and refer to the Gafisa's and/or its partners' interest in the project.
Table 9 - Changes in the Landbank (2Q19 x 1Q19 - R$ 000)
Initial Landbank | Land | Launches | Dissolutions | Adjustments | Final Landbank | ||||||||
Acquisition | |||||||||||||
São Paulo | 2,486,753 | - | - | - | (15,847) | 2,470,906 | |||||||
Rio de Janeiro | 748,745 | - | - | - | - | 748,745 | |||||||
Others | 594,327 | - | - | - | - | 594,327 | |||||||
Total | 3,829,825 | - | - | - | (15,847) | 3,813,979 |
* The amounts reported are net swap and brokerage.
26
FINANCIAL RESULTS
Revenue
Net revenue totaled R$99.7 million in 2Q19, up 4.4% from 1Q19, driven by higher net pre-sales volume and the cancelation of suspension clause related to project Scena Tatuapé, launched in 3Q18, generated R$15.5 million in revenue this quarter.
Table 10 - Revenue Recognition (R$ 000)
2Q19 | 2Q18 | ||||||||||||||||||
Launches | Pre-Sales | % | Revenue | % Revenue | Pre-Sales | % | Revenue¹ | % Revenue | |||||||||||
Sales | Sales | ||||||||||||||||||
2018 | -2,276 | -4.0% | 21,630 | 21.7% | 232,403 | 67.2% | 68,242 | 24.2% | |||||||||||
2017 | 1,658 | 3.0% | 12,650 | 12.7% | 20,777 | 6.0% | 9,918 | 3.5% | |||||||||||
2016 | 33,694 | 59.9% | 44,403 | 44.5% | 24,171 | 7.0% | 25,034 | 8.9% | |||||||||||
2015 | 19,696 | 35.0% | 22,583 | 22.7% | 33,323 | 9.6% | 148,275 | 52.6% | |||||||||||
<2014 | 3,449 | 6.1% | (1,606) | -1.6% | 35,271 | 10.2% | 30,461 | 10.8% | |||||||||||
Total | 56,221 | 100% | 99,659 | 100.0% | 345,946 | 100% | 281,930 | 100.0% | |||||||||||
¹Restatement due to the adoption of IFRS 15 and IFRS 9.
Gross Profit & Margin
Gafisa's adjusted gross profit came to R$48.9 million in 2Q19 versus R$17.8 million in 1Q19 and R$108.8 million in 2Q18.
The adjusted gross margin stood at 49.0%, up 3040 bps from 1Q19. Note that this significant increase q-o-q is mainly due to the sale of units with higher margin and a review of 2 landbank projects, which resulted in a reversal of impairment of referred landbank in the amount of R$16.7 million.
Table 11 - Gross Margin (R$ 000)
2Q19 | 1Q19 | Q/Q(%) | 2Q18² | Y/Y (%) | 6M19 | 6M18² | Y/Y (%) | |
Net Revenue | 99,659 | 95,421 | 4.4% | 281,930 | -64.7% | 195,080 | 515,878 | -62.2% |
Gross Profit | 36,971 | 6,447 | 473.5% | 77,226 | -52.1% | 43,418 | 102,495 | -57.6% |
Gross Margin | 37.1% | 6.8% | 30,3 p.p. | 27.4% | 9.7 p.p. | 22.3% | 19.9% | 2.4 p.p. |
(-) Financial Costs | (11,891) | (11,317) | 5.1% | (31,542) | -62.3% | (23,208) | (67,814) | -65.8% |
Adjusted Gross Profit ¹ | 48,862 | 17,764 | 175.1% | 108,768 | -55.1% | 66,626 | 170,309 | -60.9% |
Adjusted Gross Margin ¹ | 49.0% | 18.6% | 30.4 p.p. | 38.6% | 10.4 p.p. | 34.2% | 33.0% | 1.2 p.p. |
¹ Adjusted by capitalized interests.
² Restatement due to the adoption of IFRS 15 and IFRS 9.
Selling, General and Administrative Expenses (SG&A)
In 2Q19, selling, general and administrative expenses totaled R$14.4 million, 70.7% below 2Q18.
As a result of the new Gafisa's due diligence policy and its new, effective structural model, selling expenses tumbled 53.7% to R$3.0 million from 1Q19, mainly reflecting lower marketing, condominium, and IPTU (Urban Property Tax) expenses. In 6M19, selling expenses fell to R$9.5 million, 81.8% lower than the same period last year.
General and administrative expenses totaled R$11.3 million, down 45.6% from 2Q18 due to (i) a R$5.2 million reduction in headcount y-o-y; (ii) a review of services and IT agreements that saved approximately R$1.1 million; and (iii) the relocation of our headquarters, which reduced rental and
27
condominium expenses by nearly 30%. The variation quarter-on-quarter is explained by a reversal of provision of stock options (approximately R$2.5 million) in 1Q19.
Table 12 - SG&A Expenses (R$ 000)
2Q19 | 1Q19 | Q/Q(%) | 2Q18 | Y/Y (%) | 6M19 | 6M18 | Y/Y (%) | |
Selling Expenses | (3,011) | (6,502) | -53.7% | (28,110) | -89.3% | (9,513) | (52,389) | -81.8% |
G&A Expenses | (11,340) | (7,900) | 43.5% | (20,845) | -45.6% | (19,240) | (39,541) | -51.3% |
Total SG&A Expenses | (14,351) | (14,402) | -0.4% | (48,955) | -70.7% | (28,753) | (91,930) | -68.7% |
Other Operating Income/Expenses came to R$23.6 million in 2Q19, up 33.4% from 2Q18 due to a 49.5% increase in litigation expenses y-o-y.
It is worth noting that this provision is diffuse, with key contingencies deriving from i) delayed construction of previous projects and; ii) defects in building units delivered between 2010 and 2012. All legal proceedings have been audited, and a policy of settlements has been elaborated to clear obligations and reduce Company liability.
Table 13 - Other Operating Income/Expenses (R$ 000)
2Q19 | 1Q19 | Q/Q(%) | 2Q18 | Y/Y (%) | 6M19 | 6M18 | Y/Y (%) | |
Litigation Expenses | (23,544) | (22,225) | 5.9% | (15,747) | 49.5% | (45,769) | (27,523) | 66.3% |
Other | (98) | (1) | 9,700% | (1,972) | -95.0% | (99) | (2,401) | -95.9% |
Total | (23,642) | (22,226) | 6.4% | (17,719) | 33.4% | (45,868) | (29,924) | 53.3% |
Adjusted EBITDA
Adjusted EBITDA totaled R$13.9 million in 2Q19 versus a negative R$23 million in 1Q19.
Table 14 - Adjusted EBITDA (R$ 000)
2Q19 | 1Q19 | Q/Q(%) | 2Q18² | Y/Y (%) | 6M19 | 6M18² | Y/Y (%) | |
Net Income (Loss) | (12,724) | (46,354) | -72.6% | (24,957) | -49.0% | (59,078) | (78,475) | -24.7% |
(+) Financial Results | 10,469 | 9,959 | 5.1% | 19,082 | -45.1% | 20,428 | 39,032 | -47.7% |
(+) Income Tax / Social Contribution | 309 | 404 | -23.5% | 1,432 | -78.4% | 713 | 1,664 | -57.2% |
(+) Depreciation and Amortization | 4,143 | 4,373 | -5.3% | 5,140 | -19.4% | 8,516 | 9,125 | -6.7% |
(+) Capitalized Interest | 11,891 | 11,317 | 5.1% | 31,542 | -62.3% | 23,208 | 67,814 | -65.8% |
(+) Expenses w/ Stock Option Plan | (412) | (2,460) | -83.3% | 1,369 | -130.1% | (2,872) | 1,278 | -324.7% |
(+) Minority Shareholders | 247 | (245) | -200.8% | (42) | -688.1% | 2 | (1,221) | -100.2% |
Adjusted EBITDA¹ | 13,923 | (23,006) | -160.5% | 33,566 | -58.5% | (9,083) | 39,217 | -123.2% |
- Adjusted by capitalized interests, with stock option plan(non-cash) and minority shareholders. ² Restatement due to the adoption of IFRS 15 and IFRS 9.
Financial Results
In 2Q19, financial results totaled R$5.4 million, up 59.6% and 43.7% from 1Q19 and 2Q18, respectively, reflecting a higher balance of cash and cash equivalents q-o-q and more prudent investments compared to the previous year.
Financial expenses declined 30.6% to R$15.8 million in 2Q19 due to lower interest rates on funding in view of a lower level of indebtedness y-o-y.
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In 2Q19, the net financial result was negative at approximately R$10.5 million versus a net loss of R$10.0 million in 1Q19 and R$19.1 million in 2Q18.
Net Result
2Q19 recorded a negative adjusted net result of R$12.7 million compared to a net loss of R$46.4 million and R$24.9 million in 1Q19 and 2Q18, respectively, already reflecting the efficiency gains of actions implemented by our new management.
Table 15 - Net Result (R$ 000)
2Q19 | 1Q19 | Q/Q(%) | 2Q18³ | Y/Y (%) | 6M19 | 6M18³ | Y/Y (%) | |
Net Result | 99,659 | 95,421 | 4.4% | 281,930 | -64.7% | 195,080 | 515,878 | -62.2% |
Gross Result | 36,971 | 6,447 | 473.5% | 77,226 | -52.1% | 43,418 | 102,495 | -57.6% |
Gross Margin | 37.1% | 6.8% | 30.3 p.p. | 27.4% | 9.7 p.p. | 22.3% | 19.9% | 2.4 p.p. |
(-) Financial Cost | (11,891) | (11,317) | 5.1% | (31,542) | -62.3% | (23,208) | (67,814) | -65.8% |
Adjusted Gross Result¹ | 48,862 | 17,764 | 175.1% | 108,768 | -55.1% | 66,626 | 170,309 | -60.9% |
Adjusted Gross Margin¹ | 49.0% | 18.6% | 30.4 p.p. | 38.6% | 10.4 p.p. | 34.2% | 33.0% | 1.2 p.p. |
Adjusted EBITDA² | 13,923 | (23,006) | -160.5% | 33,566 | -58.5% | (9,083) | 39,217 | -123.2% |
Adjusted EBITDA Margin² | 14.0% | -24.1% | 38.1 p.p. | 11.9% | 2.1 p.p. | -4.7% | 7.6% | -12.3 p.p. |
Net Result | (12,724) | (46,354) | -72.6% | (24,957) | -49.0% | (59,078) | (78,475) | -24.7% |
- Adjusted by capitalized interests.
- Adjusted by capitalized interests, with stock option plan(non-cash) and minority shareholders. ³ Restatement due to the adoption of IFRS 15 and IFRS 9.
Revenue Backlog and Results
In 2Q19, the balance of revenue backlog according to the PoC method totaled R$177.8 million, with a margin of 35.1% to be recognized.
Table 16 - Backlog Results (REF) (R$ 000)
2Q19 | 1Q19 | Q/Q(%) | 2Q18 | Y/Y (%) | |
Revenue Backlog | 506,418 | 533,503 | -5.1% | 701,634 | -27.8% |
Backlog Costs (units sold) | (328,571) | (340,487) | -3.5% | (438,806) | -25.1% |
Backlog Results | 177,847 | 193,016 | -7.9% | 262,828 | -32.3% |
Backlog Margin | 35.1% | 36.2% | -1.1 p.p. | 37.5% | -2.4 p.p. |
Notes:Backlogresultsnet of PIS/COFINS taxes(3.65%) andexcludingthe impactofPVA (PresentValueAdjustment)methodaccordingto Law No. 11.638.
Backlog results comprise the projects restricted by acondition precedent.
29
BALANCE SHEET
Cash and Cash Equivalents and Marketable Securities
On June 30, 2019, cash and cash equivalents and marketable securities totaled R$182.8 million.
Receivables
At the end of 2Q19, total accounts receivable totaled R$1.09 billion, down 5.1% from 1Q19. Of this amount, an estimated R$474.8 million is expected to be paid in 2019, which will account for a significant portion of the Company's new balance sheet.
Table 17 - Total Receivables (R$ 000)
2Q19 | 1Q19 | Q/Q(%) | 2Q18¹ | Y/Y (%) | |
Receivables from developments - Backlog | 525,602 | 553,713 | -5.1% | 728,214 | -27.8% |
Receivables from PoC - ST (on balance sheet) | 449,356 | 475,820 | -5.6% | 562,072 | -20.1% |
Receivables from PoC - LT (on balance sheet) | 116,835 | 120,614 | -3.1% | 195,199 | -40.1% |
Total | 1,091,793 | 1,150,147 | -5.1% | 1,485,485 | -26.5% |
¹ Restatement due to the adoption of IFRS 15 and IFRS 9.
Notes: ST - Short term | LT-Long term | PoC - Percentage of Completion Method.
Receivables from developments: Accounts receivable not yet recognized according to PoC and BRGAAP.
Receivables from PoC: Accounts receivable already recognized according to PoC and BRGAAP.
Table 18 - Receivables Schedule (R$ 000)
Total | 2019 | 2020 | 2021 | 2022 | 2023 - and after | |
Receivables Backlog | 525,602 | 232,969 | 172,374 | 110,957 | 2,460 | 6,842 |
Receivables from PoC | 566,191 | 241,854 | 218,021 | 97,839 | 2,237 | 6,240 |
Total | 1,091,793 | 474,823 | 390,395 | 208,796 | 4,697 | 13,082 |
Cash Generation
The Company ended the second quarter of 2019 with a positive cash generation of R$6.9 million, excluding the effect of a R$132.3 million capital increase. It is worth mentioning that this was the third consecutive quarter of cash generation, a result of disciplined expense management.
Table 19 - Cash Generation (R$ 000)
4Q18 | 1Q19 | 2Q19 | |
Availabilities 1 | 137,160 | 63,068 | 182,817 |
Change in Availabilities (1) | (57,285) | (74,092) | 119,749 |
Total Debt + Investors Obligations | 889,413 | 790,172 | 770,715 |
Change in Total Debt + Investors Obligations (2) | (70,931) | (99,241) | (19,457) |
Capital Increase (3) | - | - | 132,266 |
Cash Generation in the Period (1) - (2) - (3) | 13,646 | 25,149 | 6,940 |
Final Accumulated Cash Generation² | (45,583) | 25,149 | 32,089 |
- Cash and cash equivalents and marketable securities.
- Reflectsyear-to-date.
30
Liquidity
In 2Q19, Net Debt/Shareholders' Equity ratio stood at 102.2%, an effect not only of the R$132.3 million capital increase but also due diligence with respect to the Company's funds. Excluding project finance, the Net Debt/Shareholders' Equity ratio stood at 21.9%.
Net debt in 2Q19 totaled R$587.9 million, down 21.8% y-o-y.
Table 20 - Debt and Investor Obligations (R$ 000)
2Q19 | 1Q19 | Q/Q(%) | 2Q18 | Y/Y (%) | |
Debentures - Working Capital (A) | 245,086 | 249,242 | -1.7% | 223,663 | 9.6% |
Project Financing SFH - (B) | 461,640 | 497,307 | -7.2% | 594,917 | -22.4% |
Working Capital (C) | 54,376 | 43,623 | 24.6% | 146,190 | -62.8% |
Other Operations (D) | 9,613 | - | - | - | - |
Total Debt (A)+(B)+(C)= (E) | 770,715 | 790,172 | -2.5% | 964,770 | -20.1% |
Cash and Availabilities ¹ (F) | 182,817 | 63,068 | 189.9% | 212,897 | -14.1% |
Net Debt (E)-(F) = (G) | 587,898 | 727,104 | -19.1% | 751,873 | -21.8% |
Equity + Minority Shareholders (H) | 575,353 | 449,455 | 28.0% | 887,913 | -35.2% |
(Net Debt) / (Equity) (G)/(H) = (I) | 102.2% | 161.8% | -59.6 p.p. | 84.7% | 17.5 p.p. |
(Net Debt - Proj. Fin.) / Equity ((G)-(B))/(H) = (J) | 21.9% | 51.1% | -29.2 p.p. | 17.7% | 4.2 p.p. |
¹ Cash and cash equivalents and marketable securities.
The Company ended 2Q19 with R$266.4 million indebtedness due this year, or 34.6% of total debt. On June 30, 2019, the consolidated debt average cost was 1150% bps or 179.7% of CDI.
We also emphasize that during 2Q19, the Company amortized nearly R$53.6 million of the principal balance of our contracted debt.
Table 21 - Debt Maturity (R$ 000)
Average cost (p.a.) | Total | Until Dec/19 | Until Dec/20 | Until Dec/21 | Until Dec/22 | ||||||||||||
Debentures - Working Capital (A) | CDI + 3% / CDI + 3.75% / CDI + | 245,086 | 41,387 | 160,468 | 41,644 | 1,587 | |||||||||||
5.25% / IPCA + 8.37% | |||||||||||||||||
Project Financing SFH (B) | TR + 8.30% a 14.19% / 12.87% / | 461,640 | 225,020 | 174,315 | 62,305 | - | |||||||||||
143% CDI | |||||||||||||||||
Working Capital (C) | 135% CDI / CDI + 2.5% / CDI + | 54,376 | 11 | 2,116 | 48,489 | 3,760 | |||||||||||
3.70% / CDI + 4.25% / 19.56% | |||||||||||||||||
Other Operations (D) | 9,613 | 9,613 | - | - | - | ||||||||||||
Total Debt (A)+(B)+(C) = (E) | 770,715 | 266,418 | 336,899 | 152,438 | 5,347 | ||||||||||||
% of Total Maturity per period | 34.6% | 43.7% | 19.8% | 0.7% | |||||||||||||
Project debt maturing as % of total debt (B)/ (E) | 84.5% | 51.7% | 40.9% | 0.0% | |||||||||||||
Corporate debt maturing as % of total debt ((A)+(C))/ (E) | 19.1% | 48.3% | 59.1% | 100.0% | |||||||||||||
Ratio Corporate Debt / Mortgage | 40% / 60% | ||||||||||||||||
31
São Paulo, August 14, 2019
Alphaville Urbanismo SA released its results for the second quarter of 2019.
Financial Results
In 2Q19, net revenue came to R$21 million and net loss totaled R$232 million.
2Q19 | 2Q18 | 2Q19 vs. 2Q18 | 6M19 | 6M18 | 6M19 vs 6M18 | ||||||||||||||||
Net Revenue | 21 | 20 | 5% | -2 | 106 | -102% | |||||||||||||||
Net Income | -232 | -198 | 17% | -417 | -290 | 44% | |||||||||||||||
It is worth mentioning that Gafisa discontinued recognizing its share in future losses after reducing the accounting balance of its 30% stake in Alphaville's share capital to 0.
For further information, please contact our Investor Relations team at ri@alphaville.com.br or +55 11 3038- 7131.
32
Consolidated Income Statement
2Q19 | 1Q19 | Q/Q (%) | 2Q18¹ | Y/Y (%) | 6M19 | 6M18¹ | Y/Y (%) | |||||||||||||||
Net Revenue | 99,659 | 95,421 | 4.4% | 281,930 | -64.7% | 195,080 | 515,878 | -62.2% | ||||||||||||||
Operating Costs | (62,688) | (88,974) | -29.5% | (204,704) | -69.4% | (151,662) | (413,383) | -63.3% | ||||||||||||||
Gross Profit | 36,971 | 6,447 | 473.5% | 77,226 | -52.1% | 43,418 | 102,495 | -57.6% | ||||||||||||||
Gross Margin | 37.1% | 6.8% | 30.3 p.p. | 27.4% | 9.7 p.p. | 22.3% | 19.9% | 2.4 p.p. | ||||||||||||||
Operating Expenses | (38,670) | (42,683) | -9.4% | (81,711) | -52.7% | (81,353) | (141,495) | -42.5% | ||||||||||||||
Selling Expenses | (3,011) | (6,502) | -53.7% | (28,110) | -89.3% | (9,513) | (52,389) | -81.8% | ||||||||||||||
General and | ||||||||||||||||||||||
Administrative | (11,340) | (7,900) | 43.5% | (20,845) | -45.6% | (19,240) | (39,541) | -51.3% | ||||||||||||||
Expenses | ||||||||||||||||||||||
Other Operating | (23,642) | (22,226) | 6.4% | (17,719) | 33.4% | (45,868) | (29,924) | 53.3% | ||||||||||||||
Revenue/Expenses | ||||||||||||||||||||||
Depreciation and | (4,143) | (4,373) | -5.3% | (5,140) | -19.4% | (8,516) | (9,125) | -6.7% | ||||||||||||||
Amortization | ||||||||||||||||||||||
Equity Income | 3,466 | (1,682) | -306.1% | (9,897) | -135.0% | 1,784 | (10,516) | -117.0% | ||||||||||||||
Operational Result | (1,699) | (36,236) | -95.3% | (4,485) | -62.1% | (37,935) | (39,000) | -2.7% | ||||||||||||||
Financial Income | 5,369 | 3,365 | 59.6% | 3,737 | 43.7% | 8,734 | 9,081 | -3.8% | ||||||||||||||
Financial Expenses | (15,838) | (13,324) | 18.9% | (22,819) | -30.6% | (29,162) | (48,113) | -39.4% | ||||||||||||||
Net Income Before | (12,168) | (46,195) | -73.7% | (23,567) | -48.4% | (58,363) | (78,032) | -25.2% | ||||||||||||||
Taxes on Income | ||||||||||||||||||||||
Income Tax and | (309) | (404) | -23.5% | (1,432) | -78.4% | (713) | (1,664) | -57.2% | ||||||||||||||
Social Contribution | ||||||||||||||||||||||
Net Income After | (12,477) | (46,599) | -73.2% | (24,999) | -50.1% | (59,076) | (79,696) | -25.9% | ||||||||||||||
Taxes on Income | ||||||||||||||||||||||
Minority | 247 | (245) | -200.8% | (42) | -688.1% | 2 | (1,221) | -100.2% | ||||||||||||||
Shareholders | ||||||||||||||||||||||
Net Income | (12,724) | (46,354) | -72.6% | (24,957) | -49.0% | (59,078) | (78,475) | -24.7% | ||||||||||||||
¹ Restatement due to the adoption of IFRS 15 and IFRS 9.
33
Consolidated Balance Sheet
2Q19 | 1Q19 | Q/Q (%) | 2Q18¹ | Y/Y (%) | ||||||||||
Current Assets | ||||||||||||||
Cash and Cash equivalents | 11,373 | 12,402 | -8.3% | 14,161 | -19.7% | |||||||||
Securities | 171,444 | 50,666 | 238.4% | 198,736 | -13.7% | |||||||||
Receivables from clients | 449,356 | 475,820 | -5.6% | 472,539 | -4.9% | |||||||||
Properties for sale | 807,992 | 819,458 | -1.4% | 892,101 | -9.4% | |||||||||
Other accounts receivable | 133,061 | 107,370 | 23.9% | 104,086 | 27.8% | |||||||||
Prepaid expenses and other | 2,318 | 2,466 | -6.0% | 4,125 | -43.8% | |||||||||
Land for sale | 38,681 | 38,682 | 0.0% | 34,212 | 13.1% | |||||||||
Subtotal | 1,614,225 | 1,506,864 | 7.1% | 1,719,960 | -6.1% | |||||||||
Long-term Assets | ||||||||||||||
Receivables from clients | 116,835 | 120,614 | -3.1% | 195,199 | -40.1% | |||||||||
Properties for sale | 218,616 | 228,228 | -4.2% | 370,192 | -40.9% | |||||||||
Other | 125,705 | 123,755 | 1.6% | 114,656 | 9.6% | |||||||||
Subtotal | 461,156 | 472,597 | -2.4% | 680,047 | -32.2% | |||||||||
Intangible. Property and Equipment | 29,344 | 32,270 | -9.1% | 41,011 | -28.4% | |||||||||
Investments | 302,797 | 309,668 | -2.2% | 466,987 | -35.2% | |||||||||
Total Assets | 2,407,522 | 2,321,399 | 3.7% | 2,908,005 | -17.2% | |||||||||
Current Liabilities | ||||||||||||||
Loans and financing | 332,693 | 307,555 | 8.2% | 255,144 | 30.4% | |||||||||
Debentures | 170,955 | 133,636 | 27.9% | 21,875 | 681.5% | |||||||||
Obligations for purchase of land advances | 96,979 | 114,237 | -15.1% | 148,536 | -34.7% | |||||||||
from customers | ||||||||||||||
Material and service suppliers | 161,722 | 115,114 | 40.5% | 94,632 | 70.9% | |||||||||
Taxes and contributions | 60,359 | 57,445 | 5.1% | 55,554 | 8.6% | |||||||||
Other | 372,617 | 436,573 | -14.6% | 344,033 | 8.3% | |||||||||
Subtotal | 1,195,325 | 1,164,560 | 2.6% | 919,774 | 30.0% | |||||||||
Long-term liabilities | ||||||||||||||
Loans and financings | 192,936 | 233,375 | -17.3% | 485,963 | -60.3% | |||||||||
Debentures | 74,131 | 115,606 | -35.9% | 201,788 | -63.3% | |||||||||
Obligations for Purchase of Land and | 157,582 | 153,947 | 2.4% | 182,723 | -13.8% | |||||||||
advances from customers | ||||||||||||||
Deferred taxes | 49,372 | 49,372 | 0.0% | 74,473 | -33.7% | |||||||||
Provision for Contingencies | 119,559 | 103,604 | 15.4% | 90,516 | 32.1% | |||||||||
Other | 43,264 | 51,480 | -16.0% | 64,855 | -33.3% | |||||||||
Subtotal | 636,844 | 707,384 | -10.0% | 1,100,318 | -42.1% | |||||||||
Shareholders' Equity | ||||||||||||||
Shareholders' Equity | 573,554 | 448,179 | 28.0% | 885,291 | -35.5% | |||||||||
Minority Interest | 1,799 | 1,276 | 41.0% | 2,622 | -31.4% | |||||||||
Subtotal | 575,353 | 449,455 | 28.0% | 887,913 | -35.2% | |||||||||
Total liabilities and Shareholders' Equity | 2,407,522 | 2,321,399 | 3.7% | 2,908,005 | -17.2% |
¹ Restatement due to the adoption of IFRS 15 and IFRS 9.
34
Consolidated Cash Flow
2Q19 | 2Q18¹ | 6M19 | 6M18¹ | |
Net Income (Loss) before taxes | (14.443) | (23.569) | (60.638) | (78.032) |
Expenses/revenues that do not impact working capital | 1.983 | 30.173 | (670) | 17.687 |
Depreciation and amortization | 4.143 | 5.140 | 8.516 | 9.125 |
Impairment | (17.011) | (16.061) | (28.219) | (25.237) |
Expense with stock option plan | (412) | 1.369 | (2.872) | 1.278 |
Unrealized interest and fees, Net | 2.882 | 3.563 | 3.086 | 7.344 |
Equity Income | (3.466) | 9.899 | (1.784) | 10.516 |
Provision for guarantee | (1.444) | (2.459) | (1.782) | (3.293) |
Provision for contingencies | 13.305 | 15.306 | 35.530 | 26.833 |
Profit Sharing provision | 500 | 1.273 | 500 | 2.504 |
Provision (reversal) for doubtful accounts | 6.075 | 12.142 | (12.464) | (11.363) |
Gain / Loss of financial instruments | - | 1 | - | (20) |
Provision for fine due to construction work delay | (2.589) | - | (1.181) | - |
Clients | 24.187 | (61.143) | 86.500 | (92.202) |
Properties held for sale | 38.090 | 61.555 | 130.479 | 161.167 |
Other accounts receivable | (14.100) | (7.117) | (24.095) | (11.626) |
Prepaid expenses and deferred sale selling expenses | 148 | 1.011 | 350 | 1.410 |
Obligations on land property acquisitions | (13.623) | 53.569 | (54.871) | 22.425 |
Taxes and contributions | 2.914 | 3.538 | 3.082 | 9.124 |
Suppliers | 36.815 | (3.450) | 37.138 | (3.340) |
Payroll, charges, and provision for bonuses | (786) | (129) | (1.820) | 365 |
Other accounts payable | (46.393) | (12.967) | (142.994) | (42.767) |
Related party operations | 7.429 | (3.188) | 18.280 | (8.457) |
Taxes paid | (309) | (1.432) | (713) | (1.664) |
Cash used in operating activities | 21.912 | 36.851 | (9.972) | (25.910) |
Investment Activities | - | |||
Acquisition of properties and equipment | (5.674) | (5.146) | (6.017) | (9.514) |
Capital contribution to parent company | - | (1.781) | - | (2.280) |
Redemption of securities, collaterals, and credits | (29.322) | 196.157 | 48.134 | 666.060 |
Investment in marketable securities and restricted credits | (94.173) | (213.609) | (117.438) | (745.861) |
Cash used in investment activities | (129.169) | (24.379) | (72.604) | (91.595) |
Funding Activities | - | - | ||
Related party contributions | - | - | - | - |
Increase in Addition of loans and financing | 29.078 | 158.392 | 51.787 | 210.330 |
Amortization of loans and financing | (51.417) | (180.653) | (173.571) | (357.802) |
Assignment of credit receivables, Net | - | - | - | - |
Loan operations | (9.400) | 296 | (9.358) | (155) |
Sale of treasury shares | - | - | 148 | - |
Cash used in financing activities/ discontinued | - | - | - | - |
Proceeds from sale of treasury shares | 5.702 | - | 60.374 | - |
Capital Increase | 132.265 | - | 132.265 | 167 |
Subscription and payment of common shares | - | - | - | 250.599 |
Net cash from financing activities | 106.228 | (21.965) | 61.645 | 103.139 |
Beginning of the period | 12.402 | 23.654 | 32.304 | 28.527 |
End of the period | 11.373 | 14.161 | 11.373 | 14.161 |
Increase (decrease) in cash and cash equivalents | (1.029) | (9.493) | (20.931) | (14.366) |
¹ Restatement due to the adoption of IFRS 15 and IFRS 9.
35
This release contains forward-looking statements about 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
Telephone: +55 11 3025-9242 / 9474
E-mail: ri@gafisa.com.br
IR Website: www.gafisa.com.br/ri
Media Relations
Fato Relevante
Alcides Ferreira alcides.ferreira@agenciafr.com.br +55 11 2337-2086
+55 11 96169-2731
Edson Gushiken edson.gushiken@agenciafr.com.br +55 11 98171-5774
36
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(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 Presidente Juscelino Kubitschek, nº 1.830, conjunto comercial nº32, 3oandar, Bloco 2, in the city and state of São Paulo, Brazil, and began 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), reporting its information to the Brazilian Securities and Exchange Commission (CVM) and the U.S. Securities and Exchange Commission (SEC).
On November 26, 2018, the Board of Directors approved the delisting of shares on the New York Stock Exchange (NYSE), aimed to perform the migration of the American Depositary Receipts (ADR) Program from Level 3 to Level 1, and the cancellation of the registry with the SEC. On December 7, 2018, Form25 was filed with the SEC, with copy to the NYSE, for voluntary delisting of the American Depositary Shares (ADSs), represented by the ADRs of the NYSE. The ADSs were delisted on the NYSE on December 17, 2018, and are currently traded Over the Counter (OTC). In the Extraordinary Shareholders' Meeting held on April 15, 2019, the measures taken for the voluntary delisting of the shares on the NYSE and changing the ADR program from Level 3 to Level 1 were rejected.
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. Such companies significantly share the 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.
-
Change in Shareholding Structure
On February 14, 2019, 14,600,000 shares held by the group of its majority shareholder, GWI Asset Management S.A., corresponding to a 33.67% stake in the Company, were auctioned. As a result of this auction, Planner Corretora de Valores S.A., by means of the investment funds it manages, started to hold 8,000,000 common shares, corresponding to 18.45% of total common shares issued by the Company. - Increase in capital
On June 24, 2019, the Board of Directors ratified the increase in capital approved in its meeting held on April 15, 2019, by subscription and payment of 26,273,962 new common shares, of which 12,170,035 are new shares subscribed and paid-in by the shareholders who exercised their preemptive rights at the price of R$5.12, and 14,103,927 are new shares subscribed and paid-in by the shareholders who subscribed the remaining shares of the capital increase at the price of R$4.96, totaling R$62,311 and R$69,955, respectively.
37
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(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 August 14, 2019, the Company's Board of Directors has approved these individual and consolidated quarterly information of the Company and authorized its disclosure.
The Individual Quarterly Information (ITR) has been prepared in accordance with the Accounting Pronouncements Committee (CPC) Technical Pronouncement (CPC) 21 (R1) - Interim Financial Reporting, and the consolidated Quarterly Information (ITR) has been prepared according to the Technical Pronouncement (CPC) 21 (R1) - Interim Financial Reporting and the International Accounting Standard (IAS) 34 - Interim Financial Reporting, applicable to real estate development entities in Brazil, registered with the Brazilian Securities and Exchange Commission (CVM). The aspects related to the transfer of control in the sale of real estate units follow the understanding of the company's management, aligned with that issued by the CVM in the Circular Letter /CVM/SNC/SEP 02/18 on the application of the Technical Pronouncement NBC TG 47 (IFRS 15), consistently with the rules issued by the CVM, applicable to the preparation of Quarterly Information (ITR).
Except for the changes described in Note 3, the quarterly information has been 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, 2018. Therefore, the corresponding quarterly information shall be read together with the financial statements as of December 31, 2018.
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 has been prepared on a going concern basis. Management periodically assesses 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, 2018.
38
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
2. Presentation of quarterly information and summary of significant accountingpolicies--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 quarterly information 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, 2018.
2.2. Restatement of Quarterly Information as of June 30, 2018
In line with the adoption of CPC 47 - Revenue from Contracts with Customers on January 1, 2017, for comparability purposes, the information on the statements of Profit or Loss and Added Value as of June 30, 2018 are being presented on the same base of the current period and its retrospective effects are shown below. The impact on the statements of change in equity is the same one shown in the statements of profit or loss. The statements of cash flows were restated, without showing, however, the changes in the total amounts of operating, investing and financing activities.
Company | Consolidated | |||||
Originally | Impact from | Balances after | Originally | Impact from | Balances after | |
applying the | applying the | |||||
reported | applying the | reported | applying the | |||
CPC 47 as of | CPC 47 as of | |||||
balances | CPC 47 | balances | CPC 47 | |||
Statement of profit or loss | 06/30/2018 | 06/30/2018 | ||||
Net operating revenue | 452,691 | 210 | 452,901 | 515,668 | 210 | 515,878 |
Operating costs | (354,971) | 6,599 | (348,372) | (419,982) | 6,599 | (413,383) |
Operating (expenses) / income | (142,696) | - | (142,696) | (141,495) | - | (141,495) |
Financial income (expense) | (40,308) | - | (40,308) | (39,032) | - | (39,032) |
Income tax and social contribution | - | - | - | (1,664) | - | (1,664) |
Profit from (loss on) continued operations | (85,284) | 6,809 | (78,475) | (86,505) | 6,809 | (79,696) |
Non-controlling interests | - | - | - | (1,221) | - | (1,221) |
Net profit (loss) for the year | (85,284) | 6,809 | (78,475) | (85,284) | 6,809 | (78,475) |
Statement of value added | ||||||
Net value added produced by the entity | 164,110 | 6,809 | 170,919 | 132,117 | 6,809 | 138,926 |
Value added received as transfer | (53,104) | - | (53,104) | (1,435) | - | (1,435) |
Total value added to be distributed | 111,006 | 6,809 | 117,815 | 130,682 | 6,809 | 137,491 |
39
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
3. New standards, changes and interpretation of standards issued and not yet adopted
Beginning on January 1st, 2019, the following standard is in effect:
-
The IFRS 16 - Leases (CPC 06 R2)
This standard replaces the previous lease standard, IAS 17/CPC 06 (R1) - Leases, and related interpretation, and establishes the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, that is, the customers (lessees) and providers (lessors). Lessees are required to recognize a lease liability reflecting the future lease payments and a "right-of-use assets" for practically all lease contracts, except certain short-term leases and contracts of low-value assets. For lessors, the criteria for recognition and measurement of leases in the financial statements are substantially maintained.
The impact of the first-time adoption on the opening balance as of January 1st, 2019 is as follows:
Company | Consolidated | |||||
Impact from | Balances after | Impact from | Balances after | |||
Originally | applying the | Originally | applying the | |||
applying the | applying the | |||||
reported | CPC 06 (R2) | reported | CPC 06 (R2) | |||
CPC 06 R2 | CPC 06 R2 | |||||
balances | as of | balances | as of | |||
(Note10) | (Note10) | |||||
01/01/2019 | 01/01/2019 | |||||
Statement of financial position | ||||||
Assets | ||||||
Total current assets | 1,367,727 | - | 1,367,727 | 1,683,371 | - | 1,683,371 |
Total non-current assets | 1,852,040 | 4,457 | 1,856,497 | 842,909 | 4,457 | 847,366 |
Total Assets | 3,219,767 | 4,457 | 3,224,224 | 2,526,280 | 4,457 | 2,530,737 |
Liabilities | ||||||
Total current liabilities | 1,819,565 | 1,118 | 1,820,683 | 1,039,015 | 1,118 | 1,040,133 |
Total non-current liabilities | 908,885 | 3,339 | 912,224 | 994,074 | 3,339 | 997,413 |
Total equity | 491,317 | - | 491,317 | 493,191 | - | 493,191 |
Total liabilities and equity | 3,219,767 | 4,457 | 3,224,224 | 2,526,280 | 4,457 | 2,530,737 |
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, 2018.
40
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(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 | ||||
06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | ||
Cash and banks | 6,245 | 8,282 | 11,373 | 11,406 | |
Government bonds (LFT) | - | 20,898 | - | 20,898 | |
Total cash and cash equivalents | |||||
(Note 20.i.d, 20.ii.a and 20.iii) | 6,245 | 29,180 | 11,373 | 32,304 |
4.2. Short-term investments
Company | Consolidated | ||||
06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | ||
Fixed-income funds (a) | 138,817 | 33,186 | 139,378 | 33,245 | |
Equity securities (d) | - | 14,101 | - | 14,101 | |
Securities purchased under resale agreements (b) | 433 | 1,524 | 433 | 1,524 | |
Bank certificates of deposit (c) | 10,136 | 47,950 | 10,329 | 49,025 | |
Restricted credits | 20,919 | 6,066 | 21,304 | 6,961 | |
Total short-term investments | |||||
(Note 20.i.d, 20.ii.a and 20.iii) | 170,305 | 102,827 | 171,444 | 104,856 |
- Exclusive andopen-end funds whose purpose is to invest in financial assets and/or fixed-income investment modalities that follow the fluctuations in interest rates in the interbank deposit market (CDI), by investing its funds mostly in investment fund shares and/or investment funds comprising investment fund shares.
- As of June 30, 2019 and December 31, 2018, theIOF-exempt securities purchased under resale agreement include earned interests of 73% of Interbank Deposit Certificates (CDI).
- As of June 30, 2019, Certificates of Bank Deposit (CDBs) include interest earned through the statement of financial position's reporting date, ranging from 90% to 102.5% (from 90% to 101.2% in 2018) of Interbank Deposit Certificates (CDI).
- Equity securities are represented by investments in the shares of companies listed onNovo Mercadoof B3, and which make up the IBrX index. These transactions were settled in the period ended February 8, 2019, and reported a gain of R$2,846.
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, 2018.
5. Trade accounts receivable of development and services
Company | Consolidated | |||
06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | |
Real estate development and sales | 567,971 | 650,535 | 644,255 | 737,291 |
( - ) Allowance for expected credit losses | (21,102) | (18,159) | (21,102) | (18,159) |
( - ) Allowance for cancelled contracts | (68,131) | (82,847) | (68,131) | (82,847) |
( - ) Present value adjustments | (10,678) | (17,897) | (11,814) | (19,391) |
Services and construction and other receivables | 13,076 | 15,346 | 22,983 | 25,115 |
Total trade accounts receivable of development and services (Note | ||||
20.i.d and 20.ii.a) | 481,136 | 546,978 | 566,191 | 642,009 |
Current | 376,323 | 391,557 | 449,356 | 467,992 |
Non-current | 104,813 | 155,421 | 116,835 | 174,017 |
41
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(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 fall due as follows:
Company | Consolidated | |||
Maturity | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
Past due: | ||||
Up to 90 days | 93,245 | 46,777 | 115,458 | 64,177 |
From 91 to 180 days | 30,901 | 20,716 | 36,971 | 21,832 |
Over 180 days | 78,858 | 71,384 | 103,537 | 90,818 |
203,004 | 138,877 | 255,966 | 176,827 | |
Maturity: | ||||
2019 | 76,907 | 357,216 | 72,607 | 396,266 |
2020 | 203,251 | 107,945 | 229,592 | 118,400 |
2021 | 88,880 | 55,922 | 99,388 | 64,392 |
2022 | 2,439 | 1,568 | 2,623 | 1,727 |
2023 onwards | 6,566 | 4,353 | 7,062 | 4,794 |
378,043 | 527,004 | 411,272 | 585,579 | |
( - ) Present value adjustment | (10,678) | (17,897) | (11,814) | (19,391) |
( - ) Allowance for expected credit losses and cancelled contracts | (89,233) | (101,006) | (89,233) | (101,006) |
481,136 | 546,978 | 566,191 | 642,009 |
During the period ended June 30, 2019, the changes in the allowance for doubtful accounts are summarized as follows:
Receivables Properties for sale (Note 6) | ||
Balance at December 31, 2018 | (101,006) | 83,842 |
Additions (Note 22) | (3,049) | - |
Write-offs / Reversals (Note 22) | 14,822 | (13,443) |
Balance at June 30, 2019 | (89,233) | 70,399 |
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, 2018.
42
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
6. | Properties for sale | ||||
Company | Consolidated | ||||
06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | ||
Land | 326,744 | 293,626 | 436,853 | 403,524 | |
( - ) Provision for loss on realization of land | (79,946) | (96,972) | (79,946) | (96,972) | |
( - ) Present value adjustment | (7,561) | (14,416) | (7,622) | (14,570) | |
Property under construction(Note 29) | 261,108 | 327,980 | 337,471 | 403,732 | |
Completed units | 287,940 | 316,973 | 336,257 | 377,477 | |
( - ) Provision for loss on realization of properties | |||||
under construction and completed units | (65,279) | (66,106) | (66,804) | (67,632) | |
Allowance for cancelled contracts | 70,399 | 83,842 | 70,399 | 83,842 | |
Total properties for sale | 793,405 | 844,972 | 1,026,608 | 1,089,401 | |
Current portion | 620,381 | 705,123 | 807,992 | 890,460 | |
Non-current portion | 173,024 | 139,804 | 218,616 | 198,941 |
In the period ended June 30, 2019, the change in the provision for loss on realization of properties for sale is summarized as follows:
Company | Consolidated | |
Balance at December 31, 2018 | (163,078) | (164,603) |
Write-offs (a) | 17,853 | 17,853 |
Balance at June 30, 2019 | (145,245) | (146,750) |
- The amount ofwrite-offs refers to the respective units sold in the period.
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, 2018.
7. | Other assets | ||||
Company | Consolidated | ||||
06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | ||
Advances to suppliers | 8,663 | 6,735 | 9,432 | 7,424 | |
Recoverable taxes (IRRF, PIS, COFINS, among other) | 15,775 | 17,567 | 21,194 | 23,260 | |
Judicial deposit (Note 16.a) | 133,124 | 103,701 | 135,749 | 106,793 | |
Total other assets | 157,562 | 128,003 | 166,375 | 137,477 | |
Current portion | 64,877 | 35,396 | 71,397 | 42,283 | |
Non-current portion | 92,685 | 92,607 | 94,978 | 95,194 |
43
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
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 | ||||||
Provision for | Provision for | ||||||
Cost | impairment | Net balance | Cost | impairment | Net balance | ||
Balance at December 31, 2018 | 146,182 | (71,340) | 74,842 | 149,488 | (71,340) | 78,148 | |
Reversal/Write-offs (a) | (49,833) | 10,367 | (39,466) | (49,833) | 10,367 | (39,466) | |
Balance at June 30, 2019 | 96,349 | (60,973) | 35,376 | 99,655 | (60,973) | 38,681 |
- The amount ofwrite-offs over the period mainly refers to the cancelled contract of land in January 2019, located in the city of Rio de Janeiro, state of Rio de Janeiro.
44
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
9. Investments in subsidiaries and jointly controlled investees
- Information on subsidiaries,jointly-controlled investees and associates
Company | Consolidated | ||||||||||||||||
Total | Total | Equity and advance for future | Income from equity | Income from equity method | |||||||||||||
Interest in capital - % | assets | liabilities | capital increase | Profit (loss) for the year | Investments | method investments | Investments | investments | |||||||||
Subsidiaries: | 06/30/2019 | 12/31/2018 | 06/30/2019 | 06/30/2019 | 06/30/2019 | 12/31/2018 | 06/30/2019 | 06/30/2018 | 06/30/2019 | 12/31/2018 | 06/30/2019 | 06/30/2018 | 06/30/2019 | 12/31/2018 | 06/30/2019 | 06/30/2018 | |
Gafisa SPE- 130 Emp. Imob. Ltda. | - | 100% | 100% | 76,438 | 9,601 | 66,837 | 67,400 | (563) | (2,255) | 66,837 | 67,400 | (563) | (2,255) | - | - | - | - |
Gafisa SPE-111 Emp. Imob. Ltda. | - | 100% | 100% | 65,318 | 3,289 | 62,029 | 61,520 | 508 | 188 | 62,029 | 61,520 | 508 | 188 | - | - | - | - |
MaravilleGafsa SPE Emp. Imob. Ltda. | - | 100% | 100% | 58,647 | 2,015 | 56,632 | 56,156 | 476 | (648) | 56,632 | 56,156 | 476 | (648) | - | - | - | - |
Gafisa SPE-89 Emp. Imob. Ltda. | - | 100% | 100% | 109,159 | 58,141 | 51,017 | 51,031 | (13) | (183) | 51,017 | 51,031 | (13) | (183) | - | - | - | - |
Gafisa SPE-104 Emp. Imob. Ltda. | - | 100% | 100% | 102,509 | 51,840 | 50,669 | 48,467 | 701 | 2,469 | 50,669 | 48,467 | 701 | 2,469 | - | - | - | - |
Gafisa SPE-51 Emp. Imob. Ltda. | - | 100% | 100% | 48,498 | 2,487 | 46,011 | 45,997 | 13 | (22) | 46,011 | 45,997 | 13 | (22) | - | - | - | - |
Gafisa SPE - 127 Emp. Imob. Ltda. | - | 100% | 100% | 46,299 | 400 | 45,899 | 45,905 | (6) | (197) | 45,899 | 45,905 | (6) | (197) | - | - | - | - |
Gafisa SPE 72 Emp. Imob. Ltda. | - | 100% | 100% | 44,171 | 467 | 43,705 | 43,703 | 2 | (104) | 43,705 | 43,703 | 2 | (104) | - | - | - | - |
Gafisa SPE - 121 Emp. Imob. Ltda. | - | 100% | 100% | 45,550 | 1,983 | 43,566 | 43,612 | (46) | (684) | 43,566 | 43,612 | (46) | (684) | - | - | - | - |
Gafisa SPE - 122 Emp. Imob. Ltda. | - | 100% | 100% | 46,439 | 3,628 | 42,811 | 42,843 | (32) | (6,808) | 42,811 | 42,843 | (32) | (6,808) | - | - | - | - |
Gafisa SPE-110 Emp. Imob. Ltda. | - | 100% | 100% | 40,707 | 850 | 39,857 | 39,933 | (75) | (210) | 39,857 | 39,933 | (75) | (210) | - | - | - | - |
Gafisa SPE - 120 Emp. Imob. Ltda. | - | 100% | 100% | 37,939 | 493 | 37,447 | 37,447 | (1) | (27) | 37,447 | 37,447 | (1) | (27) | - | - | - | - |
Gafisa SPE-107 Emp. Imob. Ltda. | - | 100% | 100% | 29,526 | 5 | 29,520 | 29,520 | - | (2) | 29,520 | 29,520 | - | (2) | - | - | - | - |
Gafisa SPE-137 Emp. Imob. Ltda. | - | 100% | 100% | 28,287 | - | 28,287 | 28,287 | - | - | 28,287 | 28,287 | - | - | - | - | - | - |
SPE Parque Ecoville Emp. Imob. Ltda. | - | 100% | 100% | 38,792 | 11,157 | 27,635 | 29,019 | (1,384) | (912) | 27,635 | 29,019 | (1,384) | (912) | - | - | - | - |
Gafisa SPE- 129 Emp. Imob. Ltda. | - | 100% | 100% | 27,465 | 621 | 26,844 | 26,855 | (12) | (156) | 26,844 | 26,855 | (12) | (156) | - | - | - | - |
Gafisa SPE-41 Emp. Imob. Ltda. | - | 100% | 100% | 26,617 | 8 | 26,609 | 26,605 | 3 | 13 | 26,609 | 26,605 | 3 | 13 | - | - | - | - |
Gafisa SPE-134 Emp. Imob. Ltda. | - | 100% | 100% | 26,064 | 1,661 | 24,403 | 25,169 | (766) | (382) | 24,403 | 25,169 | (766) | (382) | - | - | - | - |
Gafisa SPE- 132 Emp. Imob. Ltda. | - | 100% | 100% | 38,765 | 14,670 | 24,095 | 24,095 | - | (43) | 24,095 | 24,095 | - | (43) | - | - | - | - |
Verdes Pracas Inc. Imobiliaria SPE Ltda. | - | 100% | 100% | 25,613 | 2,945 | 22,668 | 22,686 | (18) | 283 | 22,668 | 22,686 | (18) | 283 | - | - | - | - |
Gafisa SPE-112 Emp. Imob. Ltda. | - | 100% | 100% | 21,923 | 95 | 21,828 | 21,828 | - | (1) | 21,828 | 21,828 | - | (1) | - | - | - | - |
Gafisa SPE - 126 Emp. Imob. Ltda. | - | 100% | 100% | 19,508 | 3 | 19,505 | 19,506 | (1) | (23) | 19,505 | 19,506 | (1) | (23) | - | - | - | - |
Gafisa SPE 46 Emp. Imob. Ltda. | - | 100% | 100% | 17,825 | 154 | 17,672 | 17,648 | 23 | 34 | 17,672 | 17,648 | 23 | 34 | - | - | - | - |
Edsp 88 Participações S.A. | - | 100% | 100% | 29,215 | 12,682 | 16,533 | 16,512 | 21 | 83 | 16,533 | 16,512 | 21 | 83 | - | - | - | - |
Gafisa SPE 30 Emp. Imob. Ltda. | - | 100% | 100% | 16,232 | 1 | 16,231 | 16,228 | 4 | 6 | 16,231 | 16,228 | 4 | 6 | - | - | - | - |
Gafisa SPE-92 Emp. Imob. Ltda. | - | 100% | 100% | 15,829 | 125 | 15,704 | 15,694 | 10 | (15) | 15,704 | 15,694 | 10 | (15) | - | - | - | - |
Manhattan Square Em. Im. Res. 02 Ltda | - | 100% | 100% | 16,943 | 1,247 | 15,696 | 15,456 | 240 | (38) | 15,696 | 15,456 | 240 | (38) | - | - | - | - |
Gafisa SPE-106 Emp. Imob. Ltda. | - | 100% | 100% | 15,596 | 5 | 15,591 | 15,591 | - | (5) | 15,591 | 15,591 | - | (5) | - | - | - | - |
Gafisa SPE 33 Emp. Imob. Ltda. | - | 100% | 100% | 196,625 | 183,196 | 13,428 | 13,014 | 98 | 305 | 13,428 | 13,014 | 98 | 305 | - | - | - | - |
Gafisa SPE 71 Emp. Imob. Ltda. | - | 100% | 100% | 12,683 | 178 | 12,505 | 12,500 | 5 | (28) | 12,505 | 12,500 | 5 | (28) | - | - | - | - |
Gafisa SPE 65 Emp. Imob. Ltda. | - | 100% | 100% | 11,398 | 288 | 11,110 | 11,091 | 19 | 22 | 11,110 | 11,091 | 19 | 22 | - | - | - | - |
Gafisa SPE-81 Emp. Imob. Ltda. | - | 100% | 100% | 9,942 | 841 | 9,101 | 8,360 | 741 | (24) | 9,101 | 8,360 | 741 | (24) | - | - | - | - |
Gafisa SPE 36 Emp. Imob. Ltda. | - | 100% | 100% | 9,138 | 294 | 8,844 | 8,845 | - | (27) | 8,844 | 8,845 | - | (27) | - | - | - | - |
Manhattan Square Em. Im. Com. 02 Ltda | - | 100% | 100% | 8,854 | 601 | 8,254 | 8,254 | - | 30 | 8,254 | 8,254 | - | 30 | - | - | - | - |
Gafisa SPE-38 Emp. Imob. Ltda. | - | 100% | 100% | 7,946 | - | 7,946 | 7,946 | - | (2) | 7,946 | 7,946 | - | (2) | - | - | - | - |
Gafisa SPE-109 Emp. Imob. Ltda. | - | 100% | 100% | 7,205 | 50 | 7,155 | 7,162 | (7) | (5) | 7,155 | 7,162 | (7) | (5) | - | - | - | - |
Gafisa SPE-90 Emp. Imob. Ltda. | - | 100% | 100% | 8,205 | 1,779 | 6,426 | 6,426 | - | (44) | 6,426 | 6,426 | - | (44) | - | - | - | - |
Gafisa SPE-37 Emp. Imob. Ltda. | - | 100% | 100% | 7,070 | 706 | 6,365 | 6,559 | (194) | (28) | 6,365 | 6,559 | (194) | (28) | - | - | - | - |
OCPC01 Adjustment -capitalized | (a) | - | - | - | - | - | - | 21,871 | 22,005 | - | (623) | - | - | - | - | ||
interests | |||||||||||||||||
Other (*) | 147,453 | 96,054 | 51,398 | 55,964 | (4,347) | (11,410) | 49,620 | 54,089 | (3,411) | (10,182) | - | - | - | - | |||
Subtotal Subsidiaries | 1,542,393 | 464,560 | 1,077,833 | 1,080,834 | (4,601) | (20,850) | 1,097,926 | 1,100,964 | (3,665) | (20,245) | - | - | - | - |
45
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
9. Investments in subsidiaries and jointly controlled investees --Continued
- Information on subsidiaries,jointly-controlled investees and associates --Continued
Company | Consolidated | ||||||||||||||||
Total | Total | Equity and advance for future | Income from equity | Income from equity method | |||||||||||||
Interest in capital - % | assets | liabilities | capital increase | Profit (loss) for the year | Investments | method investments | Investments | investments | |||||||||
Jointly-controlled investees: | 06/30/2019 | 12/31/2018 | 06/30/2019 | 06/30/2019 | 06/30/2019 | 12/31/2018 | 06/30/2019 | 06/30/2018 | 06/30/2019 | 12/31/2018 | 06/30/2019 | 06/30/2018 | 06/30/2019 | 12/31/2018 | 06/30/2019 | 06/30/2018 | |
Gafisa E Ivo Rizzo SPE-47 Emp. Imob. Ltda. | - | 80% | 80% | 33,294 | 949 | 32,345 | 32,340 | 6 | 6 | 25,877 | 25,872 | 5 | 5 | 25,877 | 25.872 | 5 | 5 |
Sitio Jatiuca Emp. Imob. SPE Ltda | - | 50% | 50% | 33,065 | 3,034 | 30,031 | 29,413 | 618 | 704 | 15,016 | 14,707 | 309 | 351 | 15,016 | 14.707 | 309 | 351 |
Varandas Grand Park Emp. Im. SpeLtda | (b) | 50% | 50% | 47,848 | 20,190 | 27,659 | 24,989 | 1,856 | 799 | 13,829 | 12,495 | 1,360 | 506 | 13,829 | 12.495 | 1.360 | 506 |
Gafisa SPE-116 Emp. Imob. Ltda. | - | 50% | 50% | 33,838 | 9,513 | 24,325 | 22,537 | 1,787 | (20,854) | 12,162 | 11,268 | 894 | (10,426) | 12,162 | 11.268 | 894 | (10.426) |
Parque Arvores Empr. Imob. Ltda. | (b) | 50% | 50% | 26,406 | 3,594 | 22,813 | 31,153 | 1,321 | 1,472 | 11,406 | 15,577 | 506 | 627 | 11,406 | 15.577 | 506 | 627 |
Atins Emp. Imob.s Ltda. | - | 50% | 50% | 25,100 | 5,258 | 19,842 | 17,729 | 2,112 | 998 | 9,921 | 8,864 | 1,057 | 499 | 9,921 | 8.864 | 1.057 | 499 |
FIT 13 SPE Emp. Imobiliários Ltda. | - | 50% | 50% | 22,995 | 3,226 | 19,769 | 19,706 | 64 | 99 | 9,885 | 9,853 | 32 | 49 | 9,885 | 9.853 | 32 | 49 |
Performance Gafisa General SeverianoLtda | - | 50% | 50% | 11,915 | 70 | 11,845 | 11,701 | 147 | 113 | 5,923 | 5,850 | 73 | 57 | 5,923 | 5.850 | 73 | 57 |
Other (*) | (b) | 114,950 | 70,256 | 44,692 | 56,340 | (1,984) | (1,890) | 24,104 | 30,223 | (918) | (1,661) | 34,341 | 40.450 | (896) | (1.574) | ||
Subtotal Jointly-controlled investees | 349,411 | 116,090 | 233,321 | 245,908 | 5,927 | (18,553) | 128,123 | 134,709 | 3,318 | (9,993) | 138,360 | 144.936 | 3.340 | (9.906) | |||
Associates: | |||||||||||||||||
Alphaville Urbanismo S.A. | (e) | 30% | 30% | 1,697,199 | 3,013,469 | (1,316,271) | (937,369) | (419,334) | (290,045) | - | - | - | - | - | - | - | - |
Citta Ville SPE Emp. Imob. Ltda. | - | 50% | 50% | 5,663 | 1,458 | 4,205 | 14,465 | 1,503 | 368 | 2,102 | 7,233 | 752 | 184 | 2,102 | 7.233 | 752 | 184 |
Other (*) | 1,165 | 39 | 1,126 | 1,134 | (6) | 2 | 508 | 510 | (3) | 3 | 1,235 | 1.236 | (4) | 3 | |||
Subtotal Associates | 1,704,027 | 3,014,966 | (1,310,940) | (921,770) | (417,837) | (289,675) | 2,610 | 7,743 | 749 | 187 | 3,337 | 8.469 | 748 | 187 | |||
Subtotal subsidiaries, jointly-controlled investees and associates | 3.595.831 | 3.595.616 | 214 | 404,972 | (416,511) | (329,078) | 1,228,659 | 1,243,416 | 402 | (30,051) | 141,697 | 153,405 | 4,088 | (9,719) | |||
Goodwill based on inventory surplus | - | 3,000 | 3,000 | - | - | ||||||||||||
Goodwill from remeasurement of investment | |||||||||||||||||
in associate | (c) | 161,100 | 161,100 | 161,100 | 161,100 | ||||||||||||
Total investments | 1,392,759 | 1,407,516 | 402 | (30,051) | 302,797 | 314,505 | 4,088 | (9,719) |
(*)Includes companies with investment balances below R$ 5,000.
Company | Consolidated | |||||||||||||||
Total | Equity and advance for future | Profit (loss) for the | Income from equity | Income from equity method | ||||||||||||
Interest in capital - % | Total assets | liabilities | capital increase | period | Investments | method investments | Investments | investments | ||||||||
Provision for net capital deficiency (d): | 06/30/2019 | 12/31/2018 | 06/30/2019 | 06/30/2019 | 06/30/2019 | 12/31/2018 | 06/30/2019 | 06/30/2018 | 06/30/2019 | 12/31/2018 | 06/30/2019 | 06/30/2018 | 06/30/2019 | 12/31/2018 | 06/30/2019 | 06/30/2018 |
Reserva das Palmeiras Incorp. SPE Ltda. | 100% | 100% | (624) | 2,986 | (3,610) | (3,598) | (11) | (4,751) | (3,610) | (3,598) | (11) | (4,751) | - | - | - | - |
Manhattan Square Em. Im. Res. 01 Ltda | 50% | 50% | 3,330 | 9,799 | (6,468) | (2,247) | (205) | (100) | (3,235) | (1,124) | (2,111) | (271) | (3,235) | (1,124) | (2,111) | (271) |
Manhattan Square Em. Im. Com. 01 Ltda | 50% | 50% | 2,775 | 9,178 | (6,402) | (4,225) | (146) | (723) | (3,201) | (2,113) | (1,088) | (536) | (3,201) | (2,113) | (1,088) | (536) |
Gafisa SPE 69 Emp. Imob. Ltda. | 100% | 100% | 1 | 1,244 | (1,243) | (1,013) | (230) | (314) | (1,243) | (1,013) | (230) | (314) | - | - | - | - |
Other (*) | 257 | 797 | (542) | (1,219) | 46 | 3,233 | (226) | (575) | (126) | 3,237 | (25) | (298) | 895 | 10 | ||
Total provision for net capital deficiency | 5,739 | 24,004 | (18,265) | (12,302) | (546) | (2,655) | (11,515) | (8,423) | (3,566) | (2,635) | (6,461) | (3,535) | (2,304) | (797) | ||
Total Income from equity method investments | (3,164) | (32,686) | 1,784 | (10,516) |
(*)Includes companies with investment balances below R$ 5,000).
46
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
9. Investments in subsidiaries and jointly controlled investees --Continued
- Financial charges of the Company not recorded in the profit or loss of subsidiaries, as required by paragraph 6 of OCPC01.
- The Company recorded expense of R$2,295 in Income from equity method investments for the period ended June 30, 2019 related to the recognition, byjointly-controlled entities, of prior year adjustments, in accordance with the ICPC09 (R2) - Individual, Separate and Consolidated Financial Statements and the Equity Method of Accounting.
- 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$161,100.
- Provision for net capital deficiency is recorded in the heading "Other payables" (Note 15).
- 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.
- Information on significant investees
Significant investee: | Other investees: | ||||||||
Alphaville Urbanismo S.A. | Subsidiaries | Jointly-controlled investees | Associates | ||||||
06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | ||
Cash and cash equivalents | Not available | 11,282 | 3,858 | 989 | 34,755 | 33,193 | 1,814 | 1,511 | |
Current assets | Not available | 974,853 | 1,274,794 | 1,278,206 | 317,001 | 322,413 | 6,749 | 18,253 | |
Non-current assets | Not available | 908,617 | 267,599 | 275,032 | 32,410 | 47,892 | 79 | 43 | |
Current liabilities | Not available | 594,844 | 438,668 | 433,047 | 92,279 | 95,864 | 1,267 | 1,782 | |
Non-current liabilities | Not available | 2,255,091 | 25,892 | 39,357 | 23,811 | 28,533 | 230 | 915 | |
06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 | ||
Net revenue | (1.811) | 152,025 | 33,117 | 73,693 | 38,153 | 31,996 | 227 | 360 | |
Operating costs | Not available | Not available | (25,941) | (88,825) | (28,123) | (42,366) | (26) | (353) | |
Depreciation and Amortization | Not available | Not available | (740) | (694) | (21) | (3) | - | - | |
Financial income (expenses) | Not available | Not available | (33) | (3,425) | 85 | (2,816) | 214 | 1 | |
Income tax and social contribution | Not available | Not available | (704) | (1,666) | (1,000) | (932) | (66) | (20) | |
Profit (loss) from Continued Operations | (419,334) | (290,045) | (4,601) | (50,200) | 5,927 | (18,553) | 1,497 | 370 |
- Change in investments
Company | Consolidated | |
Balance at December 31, 2018 | 1,407,516 | 314,505 |
Income from equity method investments | 402 | 4,088 |
Capital contribution (decrease) | (15,860) | (17,697) |
Transfer of investments with net capital deficiency | 11 | - |
Dividends receivable | (1,040) | - |
Other investments | 1,730 | 1,901 |
Balance at June 30, 2019 | 1,392,759 | 302,797 |
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, 2018.
47
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
10.Property and equipment
During the period ended June 30, 2019, the changes in property and equipment items are summarized below.
Company | Consolidated | |||||||||||
First-time | First-time | |||||||||||
adoption CPC | 100% | adoption CPC | 100% | |||||||||
06 (R2) (Note | depreciated | 06 (R2) (Note | depreciated | |||||||||
Type | 12/31/2018 | 3) | Addition | Write-off | items | 06/30/2019 | 12/31/2018 | 3) | Addition | Write-off | items | 06/30/2019 |
Cost | ||||||||||||
Hardware | 10,108 | - | 318 | - | (404) | 10,022 | 10,297 | - | 318 | - | (404) | 10,211 |
Leasehold improvements and | ||||||||||||
installations | 785 | - | - | - | - | 785 | 834 | - | - | - | (63) | 771 |
Furniture and fixtures | 637 | - | - | - | - | 637 | 764 | - | - | - | (1) | 763 |
Machinery and equipment | 2,640 | - | - | - | (79) | 2,561 | 2,640 | - | - | - | (79) | 2,561 |
Right-of-use assets | - | 4,457 | - | (531) | - | 3,926 | 4,457 | 4,457 | - | (531) | - | 3,926 |
Sales stands | 11,001 | - | 1,562 | (1,727) | - | 10,836 | 16,541 | - | 1,593 | (1,727) | - | 16,407 |
25,171 | 4,457 | 1,880 | (2,258) | (483) | 28,767 | 31,076 | 4,457 | 1,911 | (2,258) | (547) | 34,639 | |
Accumulated depreciation | ||||||||||||
Hardware | (2,100) | - | (1,659) | - | 404 | (3,355) | (2,129) | - | (1,684) | - | 404 | (3,409) |
Leasehold improvements and | ||||||||||||
installations | (427) | - | (178) | - | - | (605) | (436) | - | (184) | - | 63 | (557) |
Furniture and fixtures | (447) | - | (32) | - | - | (479) | (563) | - | (32) | - | 1 | (594) |
Machinery and equipment | (2,136) | - | (130) | - | 79 | (2,187) | (2,136) | - | (130) | - | 79 | (2,187) |
Right-of-use assets | - | (923) | - | - | - | (923) | - | (926) | - | - | - | (936) |
Sales stands | (2,777) | - | (2,702) | 1,696 | - | (3,783) | (5,739) | - | (3,290) | 1,696 | - | (7,333) |
(7,887) | (923) | (4,701) | 1696 | 483 | (11,332) | (11,003) | (926) | (5,320) | 1,696 | 547 | (15,006) | |
Total property and equipment | 17,284 | 3,534 | (2,821) | (562) | - | 17,435 | 20,073 | 3,531 | (3,409) | (562) | - | 19,633 |
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, 2018.
11. Intangible assets
During the period ended June 30, 2019, the changes in intangible asset items are summarized below.
Company | ||||||
12/31/2018 | 06/30/2019 | |||||
100% amortized | ||||||
Balance | Addition | Write-down | Amortization | items | Balance | |
Software - Cost | 24,885 | 468 | - | - | (5,825) | 19,528 |
Software - Depreciation | (13,886) | - | - | (2,407) | 5,825 | (10,468) |
Total intangible assets | 10,999 | 468 | - | (2,407) | - | 9,060 |
Consolidated | ||||||
12/31/2018 | 06/30/2019 | |||||
100% amortized | ||||||
Balance | Addition | Write-down | Amortization | items | Balance | |
Software - Cost | 26,285 | 468 | - | - | (5,305) | 20,928 |
Software - Depreciation | (14,515) | - | - | (2,527) | 5,305 | (11,217) |
Total intangible assets | 11,770 | 468 | - | (2,527) | - | 9,711 |
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, 2018.
48
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
12. Loans and financing
Company | Consolidated | |||||
Type | Maturity | Annual interest rate | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
8.30% to 14.20% + TR | 419,955 | 464,992 | 461,640 | 528,140 | ||
National Housing System - SFH /SFI | July 2019 to July 2021 | 12.87% to 143% of CDI | ||||
Fixed 19.56% | ||||||
March 2021 to August | 2.5%/ 3.70%/ 4.25%+CDI | 54,376 | 95,607 | 54,376 | 95,607 | |
Certificate of Bank Credit - CCB (i) | 2021 | |||||
Other transactions | 9,613 | - | 9,613 | - | ||
Total loans and financing(Note 20.i.d, 20.ii.a and 20.iii) | 483,944 | 560,599 | 525,629 | 623,747 | ||
Current | 300,177 | 180,702 | 322,685 | 213,395 | ||
Current - reclassification for breach of covenant | 10.008 | 72,217 | 10,008 | 72,217 | ||
Current portion | 310,185 | 252,919 | 332,693 | 285,612 | ||
Non-current portion | 173,759 | 307,680 | 192,936 | 338,135 |
- In the period ended June 30, 2019, the Company made payments in the total amount of R$114,554, of which R$96,667 related to principal and R$17,887 related to the interest payable. Additionally, during the period the Company contracted a CCB transaction in the amount of R$10,000, with final maturity in April 2022.
The current and non-current installments fall due as follows:
Company | Consolidated | |||
Maturity | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
2019 | 220,383 | 252,919 | 233,150 | 285,612 |
2020 | 149,007 | 186,163 | 177,925 | 216,618 |
2021 | 110,794 | 121,517 | 110,794 | 121,517 |
2022 | 3,760 | - | 3,760 | - |
483,944 | 560,599 | 525,629 | 623,747 | |
The Company and its subsidiaries have restrictive covenants under certain loans and financing that limit their ability to perform certain actions, such as issuing debt, and that could require the acceleration or refinancing of loans if the Company does not fulfill certain restrictive covenants. In the period ended June 30, 2019, the amount of R$10,008 was reclassified into short term in view of the need to re-establish guarantees with the financial institution. The Company analyzed other debt contracts and did not identify any impact on the cross restrictive covenants in relation to the aforementioned breach.
The ratios and minimum and maximum amounts required under restrictive covenants for loan and financing transactions are as follows:
06/30/2019 | 12/31/2018 | |
Loans and financing | ||
Net debt cannot exceed 100% of equity plus noncontrolling interests (a) | Settled debt | 152.53% |
Total accounts receivable(1)plus inventory required to be below zero or 2.0 times over | ||
venture debt(2) | 4.67 times | 4.51 times |
Total accounts receivable(1)plus inventory of completed units required to be below | ||
zero or 2.0 times over net debt less venture debt(2) | 11.30 times | 7.09 times |
Total debt, less venture debt, less cash and cash equivalents and short-term | ||
investments(3), cannot exceed 75% of equity plus non-controlling interests | 21.94% | 45.44% |
Total receivables(1)plus unappropriated income plus total inventories of completed | ||
units required to be 1.5 time over the net debt plus payable for purchase of | ||
properties plus unappropriated cost | 2.02 times | 1.81 time |
Total accounts receivable(1)plus total inventories required to be below zero or 2.0 times | ||
over net debt | 3.67 times | 3.17 times |
- 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.
- Venture debt and secured guarantee debt refer to SFH debts, defined as the sum of all disbursed borrowing contracts which funds were provided by the SFH.
- Cash and cash equivalents andshort-term investments refer to cash and cash equivalents and marketable securities.
For the year ended December 31, 2018, the covenant limit is 100%, according to the waiver obtained from the creditor.
49
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
12. Loans and financing --Continued
The following table shows the summary of financial expenses and charges and the capitalized portion in the line item properties for sale.
Company | Consolidated | |||
06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 | |
Total financial charges for the year | 35,119 | 42,587 | 36,812 | 52,172 |
Capitalized financial charges (Note 30.i) | (11,842) | (4,618) | (17,057) | (16,643) |
Subtotal (Note 24) | 23,277 | 37,969 | 19,755 | 35,529 |
Financial charges included in "Properties for sale": | ||||
Opening balance | 211,465 | 290,631 | 223,807 | 301,025 |
Capitalized financial charges | 11,842 | 4,618 | 17,057 | 16,643 |
Financial charges related to cancelled land contract (Note | (8,955) | - | (8,955) | - |
8.1) | ||||
Charges recognized in profit or loss (Note 23) | (17,229) | (59,584) | (23,208) | (67,814) |
Closing balance | 197,123 | 235,665 | 208,701 | 249,854 |
The recorded amount of properties for sale offered as guarantee for loans, financing and debentures is R$483,785 (R$552,752 as of December 31, 2018).
The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 12 to the financial statements as of December 31, 2018.
13. Debentures
Company and
Consolidated
Program/placement | Principal - R$ Annual interest | Final maturity | 06/30/2019 | 12/31/2018 |
Tenth placement (i) | 36,667 | IPCA + 8.37% |
Eleventh placement - 1stseries A (ii) | 65,799 | CDI + 5.25% |
Twelfth placement (iii) | 63,731 | CDI + 3.75% |
Thirteenth placement (iv) | 64,401 | CDI + 3.00% |
Fourteenth placement (v) (a) | 3,500 | CDI + 5.00% |
Total debentures (Note 20.i.d, 20.ii.a, 20.iii and 30.iii)
Current portion
Non-current portion
January 2021 | 48,448 | 49,299 |
February 2020 | 65,568 | 69,831 |
July 2020 | 63,120 | 65,714 |
June 2022 | 64,425 | 80,822 |
October 2020 | 3,525 | - |
245.086 | 265.666 | |
170,955 | 62,783 | |
74,131 | 202,883 |
- On April 14, 2019, the Company approved the 14th Private Placement ofNon-convertible Debentures, with general guarantee, in sole series in the total amount of up to R$40,000, with final maturity in October 2020. The net proceeds from the placement will be fully and solely used in the development of real estate ventures called "Gafisa Square Ipiranga" and "Moov Espaço Cerâmica", and their guarantees are represented by the fiduciary assignment of real estate receivables and conditional sale of units. The face value of the Placement will accrue interest corresponding to the cumulative change in Interbank Deposit (DI) plus a surcharge equivalent to 5%p.a..
In the period ended June 30, 2019, the Company made the following payments:
Face | |||
Value | Total | ||
placement | Interest payable | amortization | |
(i) | - | 3,787 | 3,787 |
(ii) | 3,271 | 4,321 | 7,592 |
(iii) | 2,938 | 3,172 | 6,110 |
(iv) | 16,391 | 3,365 | 19,756 |
22,600 | 18,432 | 41,032 |
The current and non-current portions fall due as follows.
Company and Consolidated
Maturity | 06/30/2019 | 12/312018 |
2019 | 41,387 | 62,783 |
2020 | 160,468 | 157,700 |
2021 | 41,644 | 43,391 |
2022 | 1,587 | 1,792 |
245,086 | 265,666 | |
50
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
13. Debentures--Continued
The Company is compliant with the restrictive covenants of debentures at the reporting date of this quarterly information. The ratios and minimum and maximum amounts required under such restrictive covenants are as follows:
06/30/2019 | 12/31/2018 | |
Tenth placement | ||
Total account receivable(1)plus inventory required to be below zero or 2.0 times over | ||
net debt less venture debt(2) | 17.08 times | 12.87 times |
Total debt less venture debt(2), less cash and cash equivalents and short-term | ||
investments(3), cannot exceed 75% of equity plus noncontrolling interests | 21.94% | 22.73% |
- 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.
- 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.
- Cash and cash equivalents andshort-term investments refer to cash and cash equivalents and marketable securities.
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, 2018.
14. Obligations assumed on assignment of receivables
The transactions of assignment of the receivable portfolio are as follows:
Obligation CCI June/2011
Obligation CCI December/2011
Obligation CCI July/2012
Obligation CCI November/2012
Obligation CCI December/2012
Obligation CCI November/2013
Obligation CCI November/2014
Obligation CCI December/2015
Obligation CCI March/2016
Obligation CCI May/2016
Obligation CCI August/2016
Obligation CCI December/2016
Obligation CCI March/2017
Obligation FIDC
Total obligations assumed on assignment of receivables (Note 20.i.d and 20.ii.a)
Current portion
Non-current potion
Company | Consolidated | ||
06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
412 | 376 | 904 | 882 |
255 | 363 | 255 | 372 |
4 | 10 | 4 | 10 |
- | - | 2,530 | 2,547 |
2,899 | 3,151 | 2,899 | 3,151 |
341 | 348 | 1,829 | 1,877 |
1,274 | 1,299 | 1,852 | 1,895 |
3,420 | 3,569 | 7,565 | 7,797 |
9,036 | 8,863 | 9,848 | 9,645 |
4,540 | 5,064 | 6,078 | 6,790 |
3,039 | 2,985 | 3,120 | 3,075 |
7,064 | 7,158 | 7,332 | 7,441 |
10,933 | 11,458 | 11,186 | 11,704 |
- | - | ||
43,217 | 44,644 | 55,402 | 57,186 |
18,506 | 18,554 | 24,969 | 25,046 |
24,711 | 26,090 | 30,433 | 32,140 |
Current and non-current portions fall due as follows:
Company | Consolidated | |||
Maturity | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
2019 | 15,287 | 18,554 | 21,086 | 25,046 |
2020 | 10,350 | 10,326 | 13,139 | 12,381 |
2021 | 6,635 | 5,366 | 8,563 | 7,791 |
2022 | 3,259 | 2,629 | 3,833 | 3,092 |
2023 onwards | 7,686 | 7,769 | 8,781 | 8,876 |
43,217 | 44,644 | 55,402 | 57,186 | |
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, 2018.
51
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
15. Other payables
Company | Consolidated | |||||
06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | |||
Cancelled contract payable and allowance for cancelled contracts | 61,692 | 71,065 | 78,715 | 89,461 | ||
Warranty provision | 20,158 | 21,940 | 20,158 | 21,940 | ||
Long-term PIS and COFINS (deferred and payable) | 6,625 | 8,284 | 7,360 | 9,622 | ||
Provision for net capital deficiency (Note 9.i.d) | 11,515 | 8,423 | 6,461 | 3,535 | ||
Long-term suppliers(Note 20.i.d) | 9,179 | 12,049 | 9,998 | 14,734 | ||
Forward transactions-Share Repurchase Program (Note 20.ii | a and | - | - | 38,879 | ||
20.iii) | 38,879 | |||||
Share-based payment - Phantom Shares (Note 18.4) | 1,319 | 4,602 | 1,319 | 4,602 | ||
Other liabilities | 6,460 | 9,418 | 8,292 | 11,038 | ||
Total other payables | 116,948 | 174,660 | 132,303 | 193,811 | ||
Current portion | 102,633 | 156,498 | 119,472 | 173,951 | ||
Non-current portion | 14,315 | 18,162 | 12,831 | 19,860 |
16. Provisions for legal claims and commitments
During the period ended June 30, 2019, the changes in the provision are summarized as follows:
Company | Civil lawsuits | Tax proceedings | Labor claims | Total |
Balance at December 31, 2018 | 235,294 | 637 | 55,133 | 291,064 |
Additional provision (Note 23) (i) | 33,478 | 1,257 | 10,643 | 45,378 |
Payment and reversal of provision not used | (33,690) | - | (10,198) | (43,888) |
Balance at June 30, 2019 | 235,082 | 1,894 | 55,578 | 292,554 |
Current portion | 157,764 | 581 | 17,993 | 176,338 |
Non-current portion | 77,318 | 1,313 | 37,585 | 116,216 |
Consolidated | Civil lawsuits | Tax proceedings | Labor claims | Total |
Balance at December 31, 2018 | 235,482 | 637 | 57,690 | 293,809 |
Additional provision (Note 23) (i) | 33,655 | 1,257 | 10,973 | 45,885 |
Payment and reversal of provision not used | (33,688) | - | (10,109) | (43,797) |
Balance at June 30, 2019 | 235,449 | 1,894 | 58,554 | 295,897 |
Current portion | 157,764 | 581 | 17,993 | 176,338 |
Non-current portion | 77,685 | 1,313 | 40,561 | 119,559 |
- Of this amount: (a) R$ 4,520 refers to the provision for civil lawsuits due to late delivery of units; (b) R$ 3,104 refers to the provision for a lawsuit that claims damages, due to the supposed construction defect in a venture located in Rio de Janeiro, state of Rio de Janeiro.
-
Civil lawsuits, tax proceedings and labor claims
As of June 30, 2019, the Company and its subsidiaries have deposited in court the amount of
R$133,124 (R$103,701 in 2018) in the Company's balance, and R$135,749 (R$106,793 in 2018) in the consolidated balance (Note 7).
Company | Consolidated | |||
06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | |
Civil lawsuits | 58,269 | 48,411 | 58,405 | 48,992 |
Tax proceedings | 52,984 | 38,859 | 53,825 | 40,031 |
Labor claims | 21,871 | 16,431 | 23,519 | 17,770 |
Total (Note 7) | 133,124 | 103,701 | 135,749 | 106,793 |
52
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
16. Provisions for legal claims and commitments --Continued
- Civil lawsuits, tax proceedings and labor claims--Continued
- Lawsuits in which likelihood of loss is rated as possible
As of June 30, 2019, Company and its subsidiaries are aware of other civil, labor and tax claims 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$403,405 (R$318,322 in 2018) in the Company's statement and R$404,669 (R$319,902 in 2018) 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 | |||
06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | |
Civil lawsuits | 278,245 | 197,090 | 278,311 | 197,142 |
Tax proceedings | 98,671 | 94,341 | 98,906 | 94,541 |
Labor claims | 26,489 | 26,891 | 27,452 | 28,219 |
Total | 403,405 | 318,322 | 404,669 | 319,902 |
- 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, 2018.
- Other commitments
In addition to the commitments mentioned in Notes 6, 12 and 13, the Company currently has commitments related to the rental of a commercial property where its facilities are located, at a monthly cost of R$88 (rent, condominium fees, and IPTU), indexed to the IGP-M/FGV change and the contract expires in January 2024.
The estimate of minimum future rent payments totals R$5,259, considering the above-mentioned contract expiration, as follows:
Consolidated | |
Estimate of payment | 06/30/2019 |
2019 | 502 |
2020 | 1,095 |
2021 | 1,139 |
2022 | 1,184 |
2023onwards | 1,339 |
5,259 |
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, 2018.
53
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
17. Payables for purchase of properties and advances from customers
Company | Consolidated | ||||
Maturity | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | |
July 2019 to | |||||
Payables for purchase of properties | November 2022 | 83,304 | 122,072 | 97,859 | 137,170 |
Present value adjustment | (7,644) | (14,455) | (8,169) | (15,075) | |
Advances from customers | |||||
Development and sales | 3,032 | 9,337 | 3,587 | 12,069 | |
Barter transaction - Land(Note 30 (i)) | 105,448 | 117,145 | 161,284 | 175,267 | |
Total payables for purchase of | |||||
properties and advance from | |||||
customers (Notes 20.i.d and 20.ii.a) | 184,140 | 234,099 | 254,561 | 309,431 | |
Current portion | 67,727 | 82,264 | 96,979 | 113,355 | |
Non-current portion | 116,413 | 151,835 | 157,582 | 196,076 |
Current and non-current portions fall due as follows:
Company | Consolidated | |||
Maturity | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
2019 | 67,728 | 82,265 | 96,991 | 113,354 |
2020 | 28,129 | 56,591 | 38,293 | 85,504 |
2021 | 42,272 | 44,203 | 45,634 | 50,954 |
2022 | 34,223 | 50,130 | 55,627 | 58,696 |
2023 onwards | 11,788 | 910 | 18,016 | 923 |
184,140 | 234,099 | 254,561 | 309,431 |
18. Equity
18.1. Capital
On June 24, 2019, the Board of Directors ratified the increase in capital approved in its meeting held on April 15, 2019, by subscription and payment of 26,273,962 new common shares, of which 12,170,035 are new shares subscribed and paid-in by the shareholders who exercised their preemptive rights at the price of R$5.12, and 14,103,927 are new shares subscribed and paid-in by the shareholders who subscribed the remaining shares of the capital increase at the price of R$4.96, totaling R$62,311 and R$69,955, respectively.
Therefore, as of June 30, 2019 the Company's authorized and paid-in capital amounted to R$2,653,584 (R$2,521,319 as of December 31, 2018), represented by 71,031,876 (43,357,589 as of December 31, 2018) registered common shares, with no par value, of which 3,331,542 (3,943,420 in 2018) were held in treasury.
According to the Company's Articles of Incorporation, capital may be increased without need of making amendment to it, upon resolution of the Board of Directors, which shall set the conditions for issuance within the limit of 120,000,000 (one hundred and twenty million) common shares.
On April 24, 2019, the Company disclosed a Notice to the Market informing about the re-issue of 1,400,325 shares of the Company, related to the previously cancelled shares, of which (i) 1,030,325 shares had been cancelled in the meeting of the Board of Directors on December 19, 2018; and (ii) 370,000 shares had been cancelled on January 22, 2019, according to the resolution taken at the
Extraordinary Shareholders' Meeting held on April 15, 2019.
54
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
18. Equity --Continued
18.1. Capital --Continued
During the period ended June 30, 2019, the Company transferred 9,174 shares (13,319 in 2018), in the total amount of R$141 (R$530 in 2018) related to the exercise of options under the stock option plan of common shares by the beneficiaries, for which it received the total amount of R$148 (R$418 in 2018).
Treasury shares
Market value (*) R$ | Carrying value R$ | |||||||
Type | GFSA3 | R$ | % | thousand | thousand | |||
Weighted | % - on shares | |||||||
Acquisition date | Number (i) | average price | outstanding | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | |
2001 | 11/20/2001 | 44,462 | 38.9319 | 0.11% | 170 | 751 | 1,731 | 1,731 |
2013 | Acquisition | 1,372,096 | 51.9927 | 3.35% | 5,258 | 23,188 | 71,339 | 71,339 |
2014 | Acquisition | 3,243,947 | 35.5323 | 7.92% | 12,431 | 54,823 | 115,265 | 115,265 |
2014 | Transfer | (405,205) | 43.3928 | -0.99% | (1,553) | (6,848) | (17,583) | (17,583) |
2014 | Cancellation | (2,039,086) | 44.9677 | -4.98% | (7,814) | (34,461) | (91,693) | (91,693) |
2015 | Acquisition | 884,470 | 27.3124 | 2.16% | 3,389 | 14,948 | 24,157 | 24,157 |
2015 | Transfer | (90,622) | 33.3473 | -0.22% | (347) | (1,531) | (3,022) | (3,022) |
2015 | Cancellation | (2,225,020) | 33.3543 | -5.43% | (8,527) | (37,603) | (74,214) | (74,214) |
2016 | Acquisition | 334,020 | 26.0254 | 0.82% | 1,280 | 5,645 | 8,693 | 8,693 |
2016 | Transfer | (68,814) | 31.2290 | -0.17% | (264) | (1,163) | (2,149) | (2,149) |
2017 | Transfer | (112,203) | 30.6320 | -0.27% | (430) | (1,896) | (3,435) | (3,435) |
2018 | Acquisition | 13,221,300 | 13.4953 | 32.26% | 50,667 | 223,440 | 178,425 | 178,425 |
2018 | Transfer | (17,319) | 30.6022 | -0.04% | (66) | (293) | (530) | (530) |
2018 | Cancellation | (1,030,326) | 14.4847 | -2.51% | (3,948) | (17,412) | (14,924) | (14,924) |
2018 | Disposal | (9,168,280) | 16.1463 | -22.37% | (35,135) | (154,944) | (133,110) | (133,110) |
2019 | Acquisition | 6,794,011 | 14.7355 | 16.58% | 26,036 | - | 100,113 | - |
2019 | Transfer | (9,174) | 15.3695 | -0.02% | (35) | - | (141) | - |
2019 | Cancellation | (370,000) | 15.5324 | -0.90% | (1,417) | - | (5,747) | - |
2019 | Disposal | (7,026,714) | 14.8778 | -17.15% | (26,928) | - | (104,542) | - |
3,331,542 | 14.5977 | 8.13% | 12,768 | 66,644 | 48,633 | 58,950 |
-
Market value calculated based on the closing share price on June 30, 2019 of R$3.83(R$16,90 in 2018) 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 performance 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, 2018 | 38,599 |
Subscription of shares | 27,674 |
Transfer related to the stock option plan | 9 |
Repurchase of shares | (7,164) |
Disposal of shares | 7,027 |
Cancellation of treasury shares | 370 |
Change in shares held by the management members of the Company | 1,175 |
Outstanding shares as of June 30, 2019 | 67,690 |
Weighted average shares outstanding (Note 27) | 44,442 |
55
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
18. Equity --Continued
18.2. Stock option plan
Expenses for granting stocks are recorded under the account "General and administrative expenses"
(Note 23) and showed the following effects on profit or loss in the periods ended June 30, 2019 and 2018:
Company and Consolidated | ||
06/30/2019 | 06/30/2018 | |
Equity-settled stock option plans | 294 | 1,777 |
Phantom Shares | (3,166) | (499) |
Total option grant expenses (Note 23) | (2,872) | 1,278 |
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 range 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.
Changes in the stock options outstanding in the period ended June 30, 2019 and year ended December 31, 2018, including the respective weighted average exercise prices are as follows:
2019 | 2018 |
Weighted average
Number of options exercise price (Reais)
Weighted average
Number of options exercise price (Reais)
Options outstanding at the beginning of the
year | 1,239,557 | 15.58 | 841,172 | 16.99 | |
Options granted | - | - | 2,685,474 | 15.00 | |
Options exercised (i) | (9,174) | (16.16) | (21,079) | (16.25) | |
Options cancelled for forfeiture | - | - | (2,252,076) | (15.00) | |
Options cancelled and adjustment to the number | |||||
due to the discontinued operations of Tenda, net | - | - | (13,934) | (0.09) | |
Options outstanding at the end of the period | 1,230,383 | 15.58 | 1,239,557 | 15.58 |
(i) In the period ended June 30, 2019, the amount received through exercised options was R$148 (R$418 in 2018).
As of June 30, 2019, the stock options outstanding and exercisable are as:
Outstanding options | Exercisable options | |||
Weighted average | Weighted | Weighted | ||
remaining | average | average | ||
contractual life | exercise price | Number of | exercise price | |
Number of options | (years) | (R$) | options | (R$) |
1,230,383 | 8.06 | 15.58 | 519,064 | 19.47 |
56
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
- Equity--Continued
- Stock option plan--Continued
During the period ended June 30, 2019, the Company did not grant options in connection with its stock option plans of common shares (2,685,474 options granted in 2018).
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 Option format. - Share-basedpayment - Phantom Shares
The Company has a total of two cash-settledshare-based payment plans with fixed terms and conditions, according to the plans approved by the Company, launched in 2015 and 2016.
As of June 30, 2019, the amount of R$1,319 (R$4,602 in 2018), 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, 2018.
- Stock option plan--Continued
- Income tax and social contribution
The reconciliation of the effective tax rate for the periods ended June 30, 2019 and 2018 is as follows:
Company | Consolidated | |||
06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 | |
Loss before income tax and social contribution, and statutory interest | (59,078) | (78,475) | (58,363) | (78,032) |
Income tax calculated at the applicable rate - 34 % | 59,078 | 26,682 | 19,843 | 26,531 |
Net effect of subsidiaries and ventures taxed by presumed profit and RET | - | - | (1,087) | (18,448) |
Income from equity method investments | (1,208) | (20,880) | 475 | (3,362) |
Stock option plan | (100) | (604) | (100) | (604) |
Other permanent differences | 404 | (777) | 404 | (777) |
Charges on payables to venture partners | 6 | (108) | 7 | 241 |
Unrecognized tax credits | (19,189) | (4,313) | (20,255) | (5,245) |
- | - | (713) | (1,664) | |
Tax expenses - current | - | - | (713) | (1,664) |
Tax income (expenses) - deferred | - | - | - | - |
57
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
19. Income tax and social contribution --Continued
- Deferred income tax and social contribution
As of June 30, 2019 and December 31, 2018, deferred income tax and social contribution are from the following sources:
Company | Consolidated | ||||
06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | ||
Assets | |||||
Provisions for legal claims | 99,468 | 98,962 | 100,605 | 99,895 | |
Temporary differences - Deferred PIS and COFINS | 15,445 | 15,722 | 15,445 | 15,722 | |
Provisions for realization of non-financial assets | 254,665 | 264,022 | 254,665 | 264,022 | |
Temporary differences - CPC adjustment | 17,751 | 22,796 | 17,751 | 22,796 | |
Other provisions | 17,394 | 11,838 | 17,394 | 11,838 | |
Income tax and social contribution loss carryforwards | 389,707 | 356,474 | 409,102 | 375,007 | |
794,430 | 769,814 | 814,962 | 789,280 | ||
Unrecognized tax credits of continued operations | (705,589) | (686,400) | (726,121) | (705,866) | |
(705,589) | (686,400) | (726,121) | (705,866) | ||
Liabilities | |||||
Discounts | (2,069) | (2,069) | (2,069) | (2,069) | |
Temporary differences -CPC adjustment | (64,809) | (67,170) | (64,809) | (67,170) | |
Income taxed between cash and accrual basis | (71,335) | (63,547) | (71,335) | (63,547) | |
(138,213) | (132,786) | (138,213) | (132,786) | ||
Total net | (49,372) | (49,372) | (49,372) | (49,372) |
The balances of income tax and social contribution loss carryforwards for offset are as follows:
Company | |||||||||||
06/30/2019 | 12/31/2018 | ||||||||||
Income tax | Social | Income tax | Social | ||||||||
contribution | Total | contribution | Total | ||||||||
Balance of income tax and social contribution | 1,048,452 | 1,048,452 | - | ||||||||
loss carryforwards | 1,146,191 | 1,146,191 | - | ||||||||
Deferred tax asset (25%/9%) | 286,548 | 103,157 | 389,705 | 262,113 | 94,361 | 356,474 | |||||
Recognized deferred tax asset | 14,753 | 5,311 | 20,064 | 15,273 | 5,498 | 20,771 | |||||
Unrecognized deferred tax asset | 271,795 | 97,846 | 369,641 | 246,840 | 88,863 | 335,703 | |||||
Consolidated | |||||||||||
06/30/2019 | 12/31/2018 | ||||||||||
Income tax | Social | Income tax | Social | ||||||||
contribution | Total | contribution | Total | ||||||||
Balance of income tax and social contribution | |||||||||||
loss carryforwards | 1,203,235 | 1,203,235 | 1,104,648 | 1,104,648 | - | ||||||
Deferred tax asset (25%/9%) | 300,809 | 108,291 | 409,100 | 276,162 | 99,418 | 375,580 | |||||
Recognized deferred tax asset | 14,753 | 5,311 | 20,064 | 15,273 | 5,498 | 20,771 | |||||
Unrecognized deferred tax asset | 286,056 | 102,980 | 389,036 | 260,889 | 93,920 | 354,809 |
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, 2018.
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 ongoing monitoring of 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 result from these operations is consistent with the policies and strategies devised by the Company's Management. The Company and its subsidiaries operations are subject to the risk factors described below:
58
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
20. Financial instruments --Continued
- Risk considerations
-
Credit risk
There was no significant change in relation to the credit risks disclosed in Note 20(i)(a) to the financial statements as of December 31, 2018. - Derivative financial instruments
As of June 30, 2019, the Company did not have any derivative instrument 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.
During the period ended June 30, 2019, there was no income amount (R$20 in 2018) in the
Company's and Consolidated statements, related to the net proceeds of interest swap transaction. - Interest rate risk
There was no significant change in relation to the interest rate risks disclosed in Note 20(i)(c) to the financial statements as of December 31, 2018. - Liquidity risk
There was no significant change in relation to the liquidity risks disclosed in Note 20(i)(d) to the financial statements as of December 31, 2018.
The maturities of financial instruments of loans, financing, suppliers, debentures, forward transactions, obligations assumed on assignment of receivables, suppliers, payables for purchase of properties and advance from customers are as follows:
-
Credit risk
Period ended June 30, 2019 | Company | |||||
Less than 1 | Over 5 | |||||
Liabilities | year | 1 to 3 years | 4 to 5 years | years | Total | |
Loans and financing(Note 12) | 310,185 | 173,759 | - | - | 483,944 | |
Debentures (Note 13) | 170,955 | 74,131 | - | - | 245,086 | |
Obligations assumed on assignment of receivables (Note 14) | 18,506 | 16,076 | 4,529 | 4,106 | 43,217 | |
Suppliers(Note 15 and Note 20.ii.a) | 152,144 | 9,179 | - | - | 161,323 | |
Payables for purchase of properties and advance from | ||||||
customers (Note 17) | 67,727 | 70,401 | 46,012 | - | 184,140 | |
719,517 | 343,546 | 50,541 | 4,106 | 1,117,710 | ||
Assets | ||||||
Cash and cash equivalents and short-term investments (Notes | ||||||
4.1 and 4.2) | 176,550 | - | - | - | 176,550 | |
Trade account receivable (Note 5) | 376,323 | 97,016 | 7,799 | - | 481,136 | |
552,873 | 97,016 | 7,799 | - | 657,686 | ||
Period ended June 30, 2019 | Consolidated | |||||
Less than 1 | Over 5 | |||||
Liabilities | year | 1 to 3 years | 4 to 5 years | years | Total | |
Loans and financing (Note 12) | 332,693 | 192,936 | - | - | 525,629 | |
Debentures (Note 13) | 170,955 | 74,131 | - | - | 245,086 | |
Obligations assumed on assignment of receivables (Note 14) | 24,969 | 21,780 | 5,393 | 3,260 | 55,402 | |
Suppliers (Note 15 and Note 20.ii.a) | 161,722 | 9,998 | - | - | 171,720 | |
Payables for purchase of properties and advance from | ||||||
customers (Note 17) | 96,979 | 38,333 | 119,249 | - | 254,561 | |
787,318 | 337,178 | 124,642 | 3,260 | 1,252,398 | ||
Assets | ||||||
Cash and cash equivalents and short-term investments (Notes | ||||||
4.1 and 4.2) | 182,817 | - | - | - | 182,817 | |
Trade account receivable (Note 5) | 449,356 | 108,356 | 8,479 | - | 566,191 | |
632,173 | 108,356 | 8,479 | - | 749,008 |
59
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
20. Financial instruments --Continued
- Risk considerations--Continued
- Liquidity risk--ContinuedFair value classification
The Company uses the same classification disclosed in Note 20(i)(d) to the financial statements as of December 31, 2018 to determine and disclose the fair value of financial instruments by valuation technique.
The classification level of fair value for financial instruments measured at fair value through profit or loss of the Company as of June 30, 2019 and December 31, 2018:
- Liquidity risk--ContinuedFair value classification
Company | Consolidated | |||||
Fair value classification | ||||||
As of June 30, 2019 | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 |
Financial assets | ||||||
Short-term investments (Note 4.2) | - | 170,305 | - | - | 171,444 | - |
Company | Consolidated | |||||
Fair value classification | ||||||
As of December 31, 2018 | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 |
Financial assets | ||||||
Short-term investments (Note 4.2) | - | 102,827 | - | - | 104,856 | - |
During the period ended June 30, 2019, there were no transfers between the Levels 1 and 2 fair value classifications, nor were transfers between Levels 3 and 2 fair value classifications.
- Fair value of financial instruments
-
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, 2018 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 June 30, 2019 and December 31, 2018, classified into Level 2 of the fair value classification, are as follows:
-
Fair value measurement
60
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
20. Financial instruments -Continued
- Fair value of financial instruments--Continued
- Fair value measurement--Continued
Company | |||||
06/30/2019 | 12/31/2018 | ||||
Carrying value | Fair value | Carrying value | Fair value | Classification | |
Financial assets | |||||
Cash and cash equivalents (Note 4.1) | 6,245 | 6,245 | 29,180 | 29,180 | (*) |
Short-term investments (Note 4.2) | 170,305 | 170,305 | 102,827 | 102,827 | (*) |
Trade accounts receivable (Note 5) | 481,136 | 481,136 | 546,978 | 546,978 | (**) |
Loans receivable (Note 21.1) | 30,727 | 30,727 | 28,409 | 28,409 | (**) |
Financial liabilities | |||||
Loans and financing (Note 12) | 483,944 | 502,909 | 560,598 | 491,198 | (**) |
Debentures (Note 13) | 245,086 | 278,727 | 265,666 | 302,126 | (**) |
Forward transactions - Share repurchase program | |||||
(Note 15) | - | - | 38,879 | 38,879 | (**) |
Suppliers | 161,323 | 161,323 | 128,997 | 128,997 | (**) |
Obligations assumed on assignment of receivables | |||||
(Note 14) | 43,217 | 43,217 | 44,644 | 44,644 | (**) |
Payables for purchase of properties and advance | |||||
from customers (Note 17) | 184,140 | 184,140 | 234,099 | 234,099 | (**) |
Loans payable (Note 21.1) | 8,413 | 8,413 | 15,451 | 15,451 | (**) |
Consolidated | |||||
06/30/2019 | 12/31/2018 | ||||
Carrying value | Fair value | Carrying value | Fair value | Classification | |
Financial assets | |||||
Cash and cash equivalents (Note 4.1) | 11,373 | 11,373 | 32,304 | 32,304 | (*) |
Short-term investments (Note 4.2) | 171,444 | 171,444 | 104,856 | 104,856 | (*) |
Trade accounts receivable (Note 5) | 566,191 | 566,191 | 642,009 | 642,009 | (**) |
Loans receivable (Note 21.1) | 30,724 | 30,724 | 28,409 | 28,409 | (**) |
Financial liabilities | |||||
Loans and financing (Note 12) | 525,629 | 502,909 | 623,747 | 555,855 | (**) |
Debentures (Note 13) | 245,086 | 278,727 | 265,666 | 302,126 | (**) |
Forward transactions - Share repurchase program | |||||
(Note 15) | - | - | 38,879 | 38,879 | (**) |
Suppliers | 171,720 | 171,720 | 134,581 | 134,581 | (**) |
Obligations assumed on assignment of receivables | |||||
(Note 14) | 55,402 | 55,402 | 57,186 | 57,186 | (**) |
Payables for purchase of properties and advance | |||||
from customers (Note 17) | 254,561 | 254,561 | 309,431 | 309,431 | (**) |
Loans payable (Note 21.1) | 8,413 | 8,413 | 15,451 | 15,451 | (**) |
- Fair value through profit or loss (**) Amortized cost
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, 2018.
-
Risk of debt acceleration
As of June 30, 2019, the Company has loans and financing, with restrictive covenants related to cash generation, indebtedness ratios, capitalization, debt coverage, maintenance of shareholding position, and others. The breach of such obligations by the Company may give rise to the acceleration of its debts and/or acceleration of other debts of the Company, including due to the performance of any cross default or cross acceleration clauses, which may negatively impact the profit or loss of the Company and the value of its shares.
61
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
20. Financial instruments --Continued
- Risk of debt acceleration--Continued
As mentioned in Note 12, the balance of certain bank loan contracts was reclassified into short term, because of the assignment, in 2016 and 2017,of receivables provided in guarantee to financing contracts.
The Company analyzed other debt contracts and did not identify any impact on the cross restrictive covenants in relation to the aforementioned breach.
- Risk of debt acceleration--Continued
- 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, 2018.
The Company included in its net debt structure: loans and financing, debentures, less cash and cash equivalents and short-term investments:
Company | Consolidated | |||
06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | |
Loans and financing (Note 12) | 483,944 | 560,599 | 525,629 | 623,747 |
Debentures (Note 13) | 245,086 | 265,666 | 245,086 | 265,666 |
( - ) Cash and cash equivalents and | ||||
short-term investments (Note 4.1 and 4.2) | (176,550) | (132,007) | (182,817) | (137,160) |
Net debt | 552,480 | 694,258 | 587,898 | 752,253 |
Equity | 573,554 | 491,317 | 575,353 | 493,191 |
-
Sensitivity analysis
The sensitivity analysis of financial instruments for the period ended June 30, 2019 describes the risks that may incur material losses on the Company's profit or loss, as provided for by CVM, through Rule
475/08, in order to show a 10%, 25% and 50% increase/decrease in the risk variable considered. As of June 30, 2019, the Company has the following financial instruments: - Short-terminvestments, loans and financing, and debentures linked to Interbank Deposit Certificates (CDI);
- Loans and financing linked to the Referential Rate (TR) and CDI, and debentures linked to the CDI and Broad Consumer Price Index (IPCA);
- Accounts receivable and payable for purchase of property, linked to the National Civil Construction Index (INCC) and General Market Price Index(IGP-M).
For the sensitivity analysis in the period ended June 30, 2019, the Company considered the interest rates of investments, loans and accounts receivables, the CDI rate at 6.35%, TR at 0%, INCC at 3.86%, IPCA at 3.37% and IGP-M at 6.53%. The scenarios considered were as follows:
62
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
20. Financial instruments --Continued
- Sensitivity analysis--Continued
Scenario I -Probable: 10% increase/decrease in the risk variables used for pricing
Scenario II -Possible: 25% increase/decrease in the risk variables used for pricing
Scenario III -Remote: 50% increase/decrease in the risk variables used for pricing
The Company 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 at June 30, 2019. The effects on equity are basically the same of the profit or loss ones.
Scenario | ||||||||
I | II | III | III | II | I | |||
Increase | Increase | Decrease | Decrease | Decrease | ||||
Transaction | Risk | Increase 10% | 25% | 50% | 50% | 25% | 10% | |
Increase/Decrease | ||||||||
Financial investments | of CDI | 894 | 2,234 | 4,469 | (894) | (2,234) | (4,469) | |
Increase/Decrease | ||||||||
Loans and financing | of CDI | (1,469) | (3,671) | (7,343) | 1,469 | 3,671 | 7,343 | |
Increase/Decrease | ||||||||
Debentures | of CDI | (1,152) | (2,881) | (5,761) | 1,152 | 2,881 | 5,761 | |
Net effect of CDI change | (1,727) | (4,318) | (8,635) | 1,727 | 4,318 | 8,635 | ||
Increase/Decrease | ||||||||
Loans and financing | of TR | - | - | - | - | - | - | |
Net effect of TR change | - | - | - | - | - | - | ||
Increase/Decrease | ||||||||
Debentures | of IPCA | (158) | (394) | (789) | 158 | 394 | 789 | |
Net effect of IPCA change | (158) | (394) | (789) | 158 | 394 | 789 | ||
Increase/Decrease | ||||||||
Accounts receivable | of INCC | 1,148 | 2,870 | 5,741 | (1,148) | (2,870) | (5,741) | |
Increase/Decrease | ||||||||
Payables for purchase of properties | of INCC | (946) | (2,365) | (4,730) | 946 | 2,365 | 4,730 | |
Net effect of INCC change | 202 | 505 | 1,011 | (202) | (505) | (1,011) | ||
Increase/Decrease | ||||||||
Accounts receivable | of IGP-M | 1,577 | 3,941 | 7,883 | (1,577) | (3,941) | (7,883) | |
Net effect of IGP-M change | 1,577 | 3,941 | 7,883 | (1,577) | (3,941) | (7,883) |
63
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(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 account | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
Assets | ||||
Current account(a): | ||||
Total SPEs | 607 | 606 | 48,850 | 51,624 |
Subsidiaries | - | - | 39,913 | 43,004 |
Jointly-controlled investees | 574 | 573 | 8,904 | 8,587 |
Associates | 33 | 33 | 33 | 33 |
Condominium and consortia (b) and thirty | ||||
party's works (c) | 12,814 | 13,036 | 12,817 | 13,036 |
Loan receivable (d) (Note 20.ii.a) | 30,727 | 28,409 | 30,724 | 28,409 |
Dividends receivable | 12,522 | 12,977 | - | - |
56,670 | 55,028 | 92,391 | 93,069 | |
Current portion | 25,943 | 26,619 | 61,664 | 64,660 |
Non-current | 30,727 | 28,409 | 30,727 | 28,409 |
Liabilities | ||||
Current account (a): | ||||
Total SPEs and Tenda | (917,349) | (924,152) | (37,965) | (40,713) |
Subsidiaries | (895,431) | (899,219) | (16,048) | (15,780) |
Jointly-controlled investees | (19,399) | (16,532) | (19,398) | (16,532) |
Associates | (2,519) | (8,401) | (2,519) | (8,401) |
Loan payable(d) (Note 20.ii.a) | (8,413) | (15,451) | (8,413) | (15,451) |
(925,762) | (939,603) | (46,378) | (56,164) | |
Current portion | (925,762) | (939,603) | (46,378) | (56,164) |
Non-current portion | - | - | - | - |
The composition, nature and conditions of the loans receivable and payable thus far by the Company are as shown below. Loans have maturity from July 2019 and are tied to the cash flows of the related ventures.
Company and Consolidated | ||||
06/30/2019 | 12/31/2018 | Type | Interest rate | |
Lagunas - Tembok Planej. E Desenv. Imob. Ltda. | 5,794 | 5,486 | Construction | 12% p.a. + IGPM |
Manhattan Residencial I | 391 | 685 | Construction | 10% p.a. + TR |
Target Offices &Mall | 24,542 | 22,238 | Construction | 12% p.a. + IGPM |
Total receivable | 30,727 | 28,409 | ||
Dubai Residencial | 996 | 4,787 | Construction | 6% p.a. |
Parque Árvores | 4,543 | 7,877 | Construction | 6% p.a. |
Parque Águas | 2,874 | 2,787 | Construction | 6% p.a. |
Total payable | 8,413 | 15,451 |
In the period ended June 30, 2019 the recognized financial income from interest on loans amounted to R$2,731 (R$2,289 in 2018) in the Company's and Consolidated statement (Note 24).
The information regarding management transactions and compensation is described in Note 25.
The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 21 to the financial statements as of December 31, 2018.
64
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
-
Related parties--Continued
21.2. Endorsements, guarantees and sureties
The financial transactions of the subsidiaries are guaranteed by the endorsement or surety in proportion to the interest of the Company in the capital stock of such companies, in the amount of R$184,516 as of June 30, 2019 (R$218,344 as of December 31, 2018). - Net operating revenue
Company | Consolidated | ||||||
06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 | ||||
Gross operating revenue | |||||||
Real estate development, sale, barter transactions and construction | |||||||
services | 168,984 | 486,317 | 198,631 | 552,588 | |||
(Recognition) Reversal of allowance for expected credit losses and | |||||||
cancelled contracts (Note 5) | 12,464 | 11,153 | 12,464 | 11,153 | |||
Taxes on sale of real estate and services | (15,112) | (44,779) | (16,015) | (48,073) | |||
Net operating revenue | 166,336 | 452,691 | 195,080 | 515,668 | |||
23. Costs and expenses by nature | |||||||
These are represented by the following: | |||||||
Company | Consolidated | ||||||
06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 | ||||
Cost of real estate development and sale: | |||||||
Construction cost | (80,021) | (226,077) | (97,295) | (210,495) | |||
Land cost | (17,825) | (41,364) | (23,542) | (111,251) | |||
Development cost | (2,896) | (13,617) | (3,983) | (16,093) | |||
Capitalized financial charges (Note 12) | (17,229) | (59,584) | (23,208) | (67,814) | |||
Maintenance / warranty | (3,634) | (7,730) | (3,634) | (7,730) | |||
Total cost of real estate development and sale | (121,605) | (348,372) | (151,662) | (413,383) | |||
Selling expenses: | |||||||
Product marketing | (3,133) | (22,237) | (3,563) | (24,825) | |||
Brokerage and sale commission | (1,938) | (15,835) | (2,470) | (19,915) | |||
Customer Relationship Management (CRM) and corporate marketing | (2,756) | (6,846) | (3,346) | (7,683) | |||
Other | (125) | 56 | (134) | 34 | |||
Total selling expenses | (7,952) | (44,862) | (9,513) | (52,389) | |||
General and administrative expenses: | |||||||
Salaries and payroll charges | (6,369) | (12,562) | (7,929) | (16,584) | |||
Employee benefits | (728) | (1,426) | (907) | (1,882) | |||
Travel and utilities | (12) | (226) | (15) | (298) | |||
Services | (4,251) | (5,993) | (5,293) | (7,912) | |||
Rents and condominium fees | (2,490) | (2,311) | (3,100) | (3,051) | |||
IT | (2,930) | (4,294) | (3,647) | (5,668) | |||
Stock option plan (Note 18.2) | 2,872 | (1,278) | 2,872 | (1,278) | |||
Reserve for profit sharing (Note 25.iii) | (500) | (2,504) | (500) | (2,504) | |||
Other | (675) | (284) | (721) | (364) | |||
Total general and administrative expenses | (15,083) | (30,878) | (19,240) | (39,541) | |||
Other income (expenses), net: | |||||||
Expenses with lawsuits (Note 16) | (45,378) | (27,523) | (45,769) | (27,523) | |||
Other | (52) | 1,681 | (99) | (2,401) | |||
Total other income/(expenses), net | (45,430) | (25,842) | (45,868) | (29,924) |
65
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
24. Financial income (expenses)
Company | Consolidated | ||||
06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 | ||
Financial income | |||||
Income from financial investments | 5,158 | 6,414 | 5,181 | 6,488 | |
Derivative transactions (Note 20.i.b) | - | 20 | - | 20 | |
Financial income on loans (Note 21.i) | 2,731 | 2,289 | 2,867 | 2,289 | |
Other financial income | 495 | 209 | 686 | 284 | |
Total financial income | 8,384 | 8,932 | 8,734 | 9,081 | |
Financial expenses | |||||
Interest on funding, net of capitalization (Note 12) | (23,277) | (37,969) | (19,755) | (35,529) | |
Amortization of transaction cost | (3,194) | (1,765) | (3,194) | (1,765) | |
Banking expenses | (2,736) | (3,277) | (2,912) | (3,620) | |
Offered discount and other financial expenses | (3,580) | (6,229) | (3,301) | (7,199) | |
Total financial expenses | (32,787) | (49,240) | (29,162) | (48,113) |
25. Transactions with management and employees
-
Management compensation
The amounts recorded in the account "general and administrative expenses" for the periods ended June 30, 2019 and 2018, related to the compensation of the Company's Management and Fiscal
Council members are as follows:
Management compensation | ||||
Period ended June 30, 2019 | Board of | Executive | Fiscal | |
Directors | Management | Council | ||
Number of members | 9 | 3 | 3 | |
Annual fixed compensation (in R$) | ||||
Salary / Fees | 256 | 384 | 19 | |
Direct and indirect benefits | - | 42 | - | |
Others (INSS) | 64 | 6 | 5 | |
Monthly compensation (in R$) | 53 | 72 | 6 | |
Total compensation | 320 | 431 | 25 | |
Profit sharing(Note 25.iii) | - | - | - | |
Total compensation and profit sharing | 320 | 431 | 25 | |
Management compensation | ||||
Period ended June 30, 2018 | Board of | Executive | Fiscal | |
Directors | Management | Council | ||
Number of members | 7 | 6 | 3 | |
Annual fixed compensation (in R$) | ||||
Salary / Fees | 824 | 2.130 | 111 | |
Direct and indirect benefits | - | 113 | - | |
Others (INSS) | 165 | 426 | 22 | |
Monthly compensation (in R$) | 165 | 445 | 22 | |
Total compensation | 989 | 2.669 | 134 | |
Profit sharing (Note 25 (iii)) | - | 534 | - | |
Total compensation and profit sharing | 989 | 3.203 | 134 |
There is no amount related to the option grant to the management members of the Company in the period ended June 30, 2019 (R$1,023 in 2018).
66
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
25. Transactions with management and employees --Continued
- Management compensation--Continued
The maximum aggregate compensation of the Company's management members for the year 2019 was established at R$7,782 (R$23,599 in 2018), as fixed and variable compensation, as approved at the Annual Shareholders' Meeting held on April 30,2019. - Sales transactions
In the period ended June 30, 2019 and the year ended December 31, 2018, no transaction of sale of units to the current Management was carried out. - Profit sharing
In the period ended June 30, 2019, the Company recorded an expense for profit sharing amounting to R$500 in the Company's and Consolidated statements (R$2,504 in 2018) in the account "General and Administrative Expenses" (Note 23).
Company and
Consolidated
06/30/2019 06/30/2018
Executive officers (Note 25.i) | - | 534 |
Other employees | 500 | 1,970 |
Total profit sharing | 500 | 2,504 |
The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 25 to the financial statements as of December 31, 2018.
26. Insurance
The liabilities covered by insurance and the respective amounts as of June 30, 2019 are as follows:
Insurance type | Coverage - R$ |
Engineering risks and completion bond | 667,847 |
Civil liability (Directors and Officers - D&O) | 153,288 |
821,135 |
The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 26 to the financial statements as of December 31, 2018.
67
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
27. Earnings and 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 June 30, 2019 and 2018, shares with dilutive potential are not considered, because the impact would be antidilutive.
06/30/2019 | 06/30/2018 | |
Basic numerator | ||
Undistributed loss from continued operations | (59,078) | (78,475) |
Undistributed profit from discontinued operations | - | - |
Undistributed loss, available for the holders of common shares | (59,078) | (78,475) |
Basic denominator (in thousands of shares) | ||
Weighted average number of shares (Note 18.1) | 44,442 | 40,826 |
Basic earnings (loss) per share in Reais | ||
From continued operations | (1,329) | (1,922) |
From discontinued operations | - | - |
Diluted numerator | ||
Undistributed loss from continued operations | (59,078) | (78,475) |
Undistributed profit from discontinued operations | - | - |
Undistributed loss, available for the holders of common shares | (59,078) | (78,475) |
Diluted denominator (in thousands of shares) | ||
Weighted average number of shares (Note 18.1) | 44,442 | 40,826 |
Stock options | 447 | 643 |
Anti-dilution effect | (447) | (643) |
Diluted weighted average number of shares | 39,418 | 40,826 |
Diluted earnings (loss) per share in Reais | ||
From continued operations | (1,329) | (1,922) |
From discontinued operations | - | - |
The other explanations related to this note were not subject to material changes in relation to the disclosures in Note 27 to the financial statements as of December 31, 2018.
28. Segment information
The reports used for making decisions are the consolidated quarterly information 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 June 30, 2019 and 2018.
68
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
29. Real estate ventures under construction - information and commitments
In compliance with Circular Letter CVM/SNC/SEP 02/2018, related to the recognition of revenue from contracts for purchase and sale of real estate units not yet completed in Brazilian real estate development companies, the Company reports information on the ventures under construction as of June 30, 2019:
Unappropriated sales revenue of units sold Unappropriated estimated cost of units sold Unappropriated estimated cost of units in inventory
- Unappropriated sales revenue of units soldVentures under construction:
-
Contracted sales revenue Appropriated sales revenue:
Appropriated revenue
Cancelled contracts - reversed revenue - Net appropriated sales revenue
Unappropriated sales revenue (a+b) (a)
-
Contracted sales revenue Appropriated sales revenue:
- Income from damages for cancelled contracts
- Unappropriated sales revenue of contracts not eligible to revenue recognition
- Allowance for cancelled contracts (liabilities)Adjustments in appropriated revenues Adjustments in trade accounts receivable
Income from damages for cancelled contracts Liabilities - return due to cancelled contracts
- Unappropriated estimated costs of units soldVentures under construction:
-
Estimated cost of units Incurred cost of units:
Construction cost
Cancelled contracts - construction costs - Net incurred cost
Cost to be incurred of units sold (a+b) (b)
-
Unappropriated estimated cost of units in inventoryVentures under construction:
Estimated cost of units Incurred cost of units (Note 6)
Unappropriated estimated cost
Consolidated 06/30/2019
502,254
(310,868)
(150,679)
1,314,074
828,012
(53,253)
811,820
502,254
1,723
35,022
105,421
68,131
(14,916)
22,374
(821,117)
(538,196)
27,947
(510,249)
(310,868)
(488,150)
337,471
(150,679)
- The unappropriated sales revenue of units sold are measured by the face value of contracts, plus the contract adjustments and deducted for cancellations, not considering the effects 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.
- The estimated cost of units sold and in inventory to be incurred do 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 as they are incurred.
As of June 30, 2019, the percentage of assets consolidated in the quarterly information related to ventures included in the equity segregation structure of the development stood at 28.7% (25.1% in 2018).
69
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Notes to the quarterly information June 30, 2019
(Amounts in thousands of Brazilian Reais, except as otherwise stated)
30. Additional Information on the Statement of Cash Flows
-
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:
Capital contribution (reduction) Capitalized financial charges (Note 12) Physical barter - Land (Note 17)
Company | Consolidated | ||
06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 |
- | 390 | - | 390 |
(11,842) | (4,618) | (17,057) | (16,643) |
(11,697) | (259) | (13,983) | 26,009 |
(23,539) | (4,487) | (31,040) | 9,756 |
(ii) Reconciliation of the asset and liability changes with the cash flows from financing activities
Transactions not | |||||||||
Transactions affecting cash | affecting cash | ||||||||
Opening | Closing | ||||||||
balance | Funding/ | Interest | Principal | Interests and | balance | ||||
Company | 12/31/2018 | Receipt | Payment | Payment | inflation adjustment | 06/30/2019 | |||
Loans, financing and debentures (Notes 12 and 13) | (826,264) | (19,706) | 4,363 | 113,063 | (486) | (729,030) | |||
Loans (Note 21.1) | 12,958 | - | - | (1,546) | 10,902 | 22,314 | |||
Paid-in capital (Note 18.1) | (2,521,319) | (132,265) | - | - | - | (2,653,584) | |||
Capital reserve | (250,599) | - | - | - | - | (250,599) | |||
(3,585,224) | (151,971) | 4,363 | 111,517 | 10,416 | (3,610,899) | ||||
Transactions not | |||||||||
Transactions affecting cash | affecting cash | ||||||||
Opening | Closing | ||||||||
balance | Funding/ | Interest | Principal | Interests and | balance | ||||
Consolidated | 12/31/2018 | Receipt | Payment | Payment | inflation adjustment | 06/30/2019 | |||
Loans, financing and debentures (Notes 12 and 13) | (889,412) | (25,775) | 6,110 | 141,448 | (3,086) | (770,715) | |||
Loans (Note 21.1) | 12,958 | - | - | (1,546) | 10,902 | 22,314 | |||
Paid-in capital (Note 18.1) | (2,521,319) | (132,265) | - | - | - | (2,653,584) | |||
Capital reserve (Note 18.1) | (250,599) | - | - | - | - | (250,599) | |||
(3,648,372) | (158,040) | 6,110 | 139,902 | 7,816 | (3,652,584) |
***
70
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Quarterly information - 06/30/2019
Other information deemed relevant by the Company
1. SHAREHOLDERS HOLDING MORE THAN 5% OF THE VOTING CAPITAL AND TOTAL NUMBER OF OUTSTANDING SHARES
06/30/2019 | ||
Common shares | ||
Shareholder | Shares | % |
Outstanding shares | 44,549,793 | 62.72% |
Planner Redwood Asset Management S.A. | 19,521,483 | 27.48% |
Brazilian Multimarket Investments LCC | 3,629,058 | 5.11% |
Treasury shares | 3,331,542 | 4.69% |
Total shares | 71,031,876 | 100.00% |
06/30/2018 | ||
Common shares | ||
Shareholder | Shares | % |
Outstanding shares | 23,260,452 | 51.97% |
GWI Asset Management S.A. | 9,060,746 | 20.24% |
Wishbone Management, LP | 6,985,972 | 15.61% |
River and Mercantille Management, LLP | 4,517,968 | 10.09% |
Treasury shares | 932,776 | 2.08% |
Total shares | 44,757,914 | 100.00% |
71
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Quarterly information - 06/30/2019
Other information deemed relevant by the Company
2. SHARES HELD BY PARENT COMPANIES, MANAGEMENT AND BOARD
06/30/2019 | ||
Common shares | ||
Shareholder | Shares | % |
Shareholders holding effective control of the Company | 23,150,541 | 32.59% |
Board of Directors | 10,018 | 0.01% |
Executive directors | 0 | 0.00% |
Executive control, board members, officers and fiscal council | 23,160,559 | 32,61% |
Treasury shares | 3,331,542 | 4.69% |
Outstanding shares in the market (*) | 44,539,775 | 62.70% |
Total shares | 71,031,876 | 100.00% |
06/30/2018 | ||
Common shares | ||
Shareholder | Shares | % |
Shareholders holding effective control of the Company | 20,564,686 | 45.95% |
Board of Directors | 18,060 | 0.04% |
Executive directors | 150,622 | 0.34% |
Executive control, board members, officers and fiscal council | 20,733,368 | 46.32% |
Treasury shares | 932,776 | 2.08% |
Outstanding shares in the market (*) | 23,091,770 | 51.59% |
Total shares | 44,757,914 | 100.00% |
(*) Excludes shares of effective control, management, board and in treasury.
72
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Quarterly information - 06/30/2019
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, the 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 operations 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 Regulations of the Chamber of Market Arbitration.
73
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Quarterly information - 06/30/2019
REVIEW REPORT ON INTERIM FINANCIAL INFORMATION (ITR)
To Shareholders and Management of Gafisa S.A.
São Paulo - SP
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of Gafisa S.A. ("Company"), identified as Company and Consolidated, respectively, contained in the Quarterly Information (ITR) for the quarter ended June 30, 2019, which comprises the statement of financial position as of June 30, 2019, and the respective statements of profit or loss, comprehensive income, changes in equity, and cash flows for the quarter then ended, including the explanatory notes.
The Company's management is responsible for the preparation of the individual interim financial information in accordance with the Accounting Pronouncements Committee (CPC) Technical Pronouncement (CPC) 21 (R1) - Interim Financial Reporting, and of the consolidated interim financial information in accordance with such pronouncement and the International Accounting Standard (IAS) 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), applicable to the real estate development entities in Brazil, registered with the Brazilian Securities and Exchange Commission (CVM), as well as the presentation of such information according to the rules issued by CVM, applicable to the preparation of Quarterly Information (ITR). Our responsibility is to express a conclusion on such interim financial information based on our review.
Scope of review
We conducted our review according to the Brazilian and international review standards of interim financial information (NBC TR 2410 - Review of Interim Financial Information Performed by the Auditor of the Entity, and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of the persons 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 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.
74
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Quarterly information - 06/30/2019
Conclusion from the individual interim financial information
Based on our review, we are not aware of any fact that makes us believe that the individual interim financial information included in the Quarterly Information referred to above was not prepared, in all material respects, in accordance with the Technical Pronouncement CPC 21 (R1) - Interim Financial Reporting, applicable to the real estate development entities in Brazil, registered with the Brazilian Securities and Exchange Commission (CVM), as well as the presentation of such information according to the rules issued by CVM, applicable to the preparation of Quarterly Information (ITR).
Conclusion from the consolidated interim financial information
Based on our review, we are not aware of any fact that makes us believe that the consolidated interim financial information included in the Quarterly Information referred to above was not prepared, in all material respects, in accordance with the Technical Pronouncement CPC 21- Interim Financial Reporting (R1) and IAS 34 - Interim Financial Reporting, applicable to the real estate development entities in Brazil, registered with the Brazilian Securities and Exchange Commission (CVM), as well as the presentation of such information according to the rules issued by CVM, applicable to the preparation of Quarterly Information (ITR).
Emphasis of matter
As described in Note 2.1, the individual (Company) interim financial information, contained in the Quarterly Information (ITR), was prepared in accordance with the Technical Pronouncement CPC 21- Interim Financial Reporting (R1), and the consolidated interim financial information, contained in the Quarterly Information (ITR), was prepared in accordance with such pronouncement and the International Accounting Standard (IAS) 34 - Interim Financial Reporting, applicable to the real estate development entities in Brazil, registered with the Brazilian Securities and Exchange Commission (CVM). Accordingly, the determination of the accounting policy adopted by the entity, on recognition of revenue from purchase and sale of real estate unit not completed, on aspects related to transfer of control, follows the Company's Management understanding of the application of CPC 47, aligned with that issued by CVM in the Circular Letter/CVM/SNC/SEP 02/2018. Our conclusion does not contain exception in relation to this matter.
75
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Quarterly information - 06/30/2019
Other matters
Review of the amounts corresponding to the quarters ended June 30, 2018 and March 31, 2019 and audit of the year ended December 31, 2018
The corresponding amounts related to the individual and consolidated statements of financial position as of June 30, 2018 and March 31, 2019, were reviewed by other independent auditors, who issued reports dated August 9, 2018 and May 14, 2019, respectively, without modification.
The corresponding amounts related to the individual and consolidated statements of financial position as of December 31, 2018, were audited by other independent auditors, who issued a report dated March 28, 2019, without modification.
In view of the adjustments related to the recognition of the allowance for cancelled contracts at the time of the adoption of Circular Letter/CVM/SNC/SEP/ 02/2018, which provides for the recognition of revenue from contracts for purchase and sale of real estate units not yet completed in the Brazilian publicly-held companies of the real estate development sector, adopted by the Company retrospectively, as described in Note 2.2 to the interim financial information, there was modification in certain balances of the individual and consolidated statements of profit or loss, comprehensive income, changes in equity, and cash flows for the quarter ended June 30, 2018, presented for comparison purposes.
The amounts corresponding to the individual and consolidated Statements of Value Added (DVA) for the quarter ended June 30, 2018, originally prepared before the adjustments described in Note 2.2, were submitted to the same review procedures adopted by those independent auditors, and, based on their review, they had not been aware of any fact that made them believe that the DVA had not been prepared, in all material respects, consistently with the individual and consolidated interim financial information taken as a whole.
As part of our review of the interim financial information for the quarter ended June 30, 2019, we have also reviewed the adjustments described in Note 2.2 to the interim financial information, and we are not aware of any fact that makes us believe that such adjustments have not been appropriately made, in all material respects. We have not been engaged to audit, review, or apply any other procedure on the individual and consolidated interim financial information of Gafisa S.A., contained in the Quarterly Information (ITR), related to the quarter ended June 30, 2018, and, accordingly, we do not express any opinion, or any other assurance about such interim financial information taken as a whole.
76
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Quarterly information - 06/30/2019
Statements of value added
The individual and consolidated quarterly financial information, related to the individual and consolidated statements of value added (DVA), for the quarter ended June 30, 2019, prepared under the responsibility of the Company's management, and presented as supplementary information for IAS 34 purposes, was submitted to review procedures performed in conjunction with the review of the Quarterly Information (ITR) of the Company. To arrive at a conclusion, we evaluate whether such statements are reconciled with the interim financial information and accounting records, as applicable, and whether their formats and contents are in accordance with the criteria established by the Technical Pronouncement CPC 09 - Statement of Value Added. Based on our review, we are not aware of any fact that makes us believe that they were not prepared, in all material respects, consistently with the individual and consolidated interim financial information taken as a whole.
Rio de Janeiro, August 14, 2019.
CRC-
Mário Vieira Lopes
Accountant - CRC-RJ-060.611/O-0
77
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Quarterly information - 06/30/2019
Reports and statements / Management statement of interim financial information
Management statement of interim financial information
STATEMENT
The management of Gafisa S.A., CNPJ 01.545.826/0001-07, located at Av. Nações Unidas, 8501, 19th floor, Pinheiros, São Paulo, states as per Article 25 of CVM Instruction 480 issued on December 7, 2009 that:
- Management has reviewed, discussed and agreed with the auditor's conclusion expressed on the report on review interim financial Information for the period ended June 30, 2019; and
- Management has reviewed and agreed with the interim information for the period ended June 30, 2019.
São Paulo, August 14, 2019.
GAFISA S.A.
Management
78
(A free translation of the original report in Portuguese as published in Brazil)
Gafisa S.A.
Quarterly information - 06/30/2019
Reports and Statements / Management statement on the report on review of interim financial information
Management Statement on the Review Report
STATEMENT
The management of Gafisa S.A., CNPJ 01.545.826/0001-07, located at Av. Nações Unidas, 8501, 19th floor, Pinheiros, São Paulo, states as per Article 25 of CVM Instruction 480 issued in December 7, 2009 that:
- Management has reviewed, discussed and agreed with the auditor's conclusion expressed on the report on review interim financial Information for the period ended June 30, 2019; and
- Management has reviewed and agreed with the interim information for the period ended June 30, 2019.
São Paulo, August 14, 2019.
GAFISA S.A.
Management
79
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Gafisa SA published this content on 04 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 September 2019 13:46:03 UTC