Professional Documents
Culture Documents
KPDS 130047
Contents
Independent auditors' report on quarterly information
Balance sheets
Statements of income
11
12
14
18
20
To
Board Members and Shareholders of
Multiplan Empreendimentos Imobilirios S.A.
Rio de Janeiro - RJ
Introduction
We have reviewed the individual and consolidated interim accounting information of Multiplan
Empreendimentos Imobilirios S.A.(Company), contained in the quarterly information form ITR for the quarter ended September 30, 2015, which comprise the balance sheet and related
statements of income, of comprehensive income for the three and nine-month periods then
ended, the changes in shareholders' equity and in cash flows for the nine-month period then
ended, including explanatory notes.
Management is responsible for the preparation of the individual interim accounting information
in accordance with the Accounting Pronouncement CPC 21(R1) - Interim Statement and
consolidated interim accounting information in accordance with CPC 21(R1) and the
international accounting rule IAS 34 - Interim Financial Reporting, which takes into
consideration OCPC 04 on the application of ICPC 02 to real estate development entities in
Brazil, issued by the CPC and approved by the CVM and the CFC , as well as the presentation
of this information in accordance with the standards issued by the Brazilian Securities and
Exchange Commission, applicable to the preparation of quarterly information - ITR. Our
responsibility is to express our conclusion on this interim accounting information based on our
review.
Scope of the review
We conducted our review in accordance with Brazilian and International Interim Information
Review Standards (NBC TR 2410 - Reviso de Informaes Intermedirias Executada pelo
Auditor da Entidade and ISRE 2410 - Review of Interim accounting information Performed by
the Independent Auditor of the Entity, respectively). A review of interim information consists of
making inquiries primarily of the management responsible for financial and accounting matters
and applying analytical procedures and other review procedures. The scope of a review is
significantly less than an audit conducted in accordance with auditing standards and,
accordingly, it did not enable us to obtain assurance that we were aware of all the material
matters that would have been identified in an audit. Therefore, we do not express an audit
opinion.
Conclusion on the individual and consolidated interim financial information
prepared in accordance with CPC 21 (R1)
Based on our review, nothing has come to our attention that causes us to believe that the
accompanying individual interim financial information included in the ITR referred to above is
not prepared, in all material respects, in accordance with CPC 21 (R1), applicable to the
preparation of Interim Financial Information - ITR, and presented in accordance with the
standards issued by CVM applicable to the preparation of Interim Financial Information - ITR.
Parent company
09/30/2015
12/31/2014
Current assets
Cash and cash equivalents (Note 3)
Interest earning bank deposits (Note 3)
Accounts receivable (Note 4)
Land and properties for sale (Note 7)
Accounts receivable from related parties (Note 5)
Taxes and social contributions recoverable (Note 6)
Sundry advances
Others
76,958
115,230
156,983
3,168
2,366
1,387
1,032
12,619
117,125
155,011
191,049
3,168
2,287
1,274
17,331
8,567
369,743
495,812
42,913
54,944
10,930
11,712
5,827
45,045
50,301
11,687
11,276
4,913
126,326
123,222
1,779,606
3,376,726
26,218
348,210
1,620,374
3,400,112
26,527
347,885
5,657,086
5,518,120
6,026,829
Total assets
The accompanying notes are an integral part of this quarterly information.
6,013,932
Assets
Non-current assets
Accounts receivable (Note 4)
Land and properties for sale (Note 7)
Accounts receivable from related parties (Note 5)
Judicial deposits (Note 18.2)
Others
Investments (Note 9)
Investment property (Note 10)
Property, plant and equipment (Note 11)
Intangible assets (note 12)
Total non-current assets
12/31/2014
Current assets
Cash and cash equivalents (Note 3)
Interest earning bank deposits (Note 3)
Accounts receivable (Note 4)
Land and properties for sale (Note 7)
Accounts receivable from related parties (Note 5)
Taxes and social contributions recoverable (Note 6)
Sundry advances
Others
125,562
126,173
231,795
75,879
2,563
2,609
2,243
24,685
170,926
155,011
345,182
156,420
2,486
2,661
20,945
18,030
591,509
871,661
Non-current assets
Accounts receivable (Note 4)
Land and properties for sale (Note 7)
Accounts receivable from related parties (Note 5)
Judicial deposits (Note 18.2)
Deferred income and social contribution taxes (Note 8)
Others
138,580
228,241
11,423
14,066
17,598
16,706
51,517
193,784
12,422
13,369
16,045
17,134
426,614
304,271
127,163
5,176,118
31,975
348,865
135,127
4,971,154
32,476
348,527
6,110,735
5,791,555
Total assets
6,702,244
6,663,216
Assets
Investments (Note 9)
Investment property (Note 10)
Property, plant and equipment (Note 11)
Intangible assets (note 12)
12/31/2014
Current liabilities
Loans and financing (Note 13)
Accounts payable (Note 14)
Liabilities for acquisition of assets (Note 16)
Taxes and contributions payable (Note 17)
Interest on own capital (Note 20.c)
Deferred income and costs (Note 19)
Debentures (Note 15)
Others
227,180
48,927
269
24,398
77,583
17,787
25,919
4,954
122,429
59,815
15,467
28,893
73,059
24,394
9,735
2,773
427,017
336,565
Non-current liabilities
Loans and financing (Note 13)
Debentures (Note 15)
Provision for risks (Note 18.1)
Deferred income and social contribution taxes (Note 8)
Deferred income and costs (Note 19)
Others
872,140
398,223
8,688
160,453
(15,984)
224
1,050,279
398,223
14,503
149,352
(1,872)
5
1,423,744
1,610,490
2,388,062
(39,003)
970,236
912,529
(104,314)
(89,996)
138,554
2,388,062
(38,993)
966,083
932,425
(90,704)
(89,996)
-
4,176,068
4,066,877
6,026,829
6,013,932
Liabilities
Consolidated
09/30/2015
12/31/2014
Liabilities
Current liabilities
Loans and financing (Note 13)
Accounts payable (Note 14)
Liabilities for acquisition of assets (Note 16)
Taxes and contributions payable (Note 17)
Interest on own capital (Note 20.c)
Deferred income and costs (Note 19)
Debentures (Note 15)
Others
310,022
78,317
51,415
38,726
77,583
23,909
25,919
5,787
203,138
89,416
32,378
45,176
73,059
33,541
9,735
5,590
611,678
492,033
Non-current liabilities
Loans and financing (Note 13)
Liabilities for acquisition of assets (Note 16)
Debentures (Note 15)
Provision for risks (Note 18.1)
Deferred income and social contribution taxes (Note 8)
Deferred income and costs (Note 19)
Others
1,287,504
48,583
398,223
9,614
170,729
(6,538)
224
1,507,955
17,529
398,223
15,322
157,840
4,655
5
1,908,339
2,101,529
2,388,062
(39,003)
970,236
912,529
(104,314)
(89,996)
138,554
2,388,062
(38,993)
966,084
932,424
(90,704)
(89,996)
-
4,176,068
4,066,877
Non-controlling interests
6,159
2,777
4,182,227
4,069,654
6,702,244
6,663,216
1/1/201509/30/2015
7/1/201409/30/2014
1/1/201409/30/2014
201,552
596,242
192,592
574,267
(37,082)
(104,057)
(37,241)
(108,075)
Gross income
164,470
492,185
155,351
466,192
(31,627)
(2,231)
(781)
(260)
(2,861)
11,652
(2,848)
(5,346)
(88,779)
(4,487)
(2,633)
(869)
(9,812)
32,523
(8,760)
(4,336)
(28,590)
(3,671)
(1,229)
(410)
(4,046)
20,328
(2,920)
(4,205)
(80,504)
(8,154)
(8,259)
(3,061)
(10,671)
64,069
(8,335)
(5,207)
130,168
(42,520)
405,032
(112,100)
130,608
(32,945)
406,070
(91,688)
87,648
292,932
97,663
314,382
(23,489)
(3,673)
(53,278)
(11,100)
(23,331)
(5,870)
(45,712)
(24,972)
(27,162)
(64,378)
(29,201)
(70,684)
60,486
228,554
68,462
243,698
1.2137
1.2134
1.2974
1.2964
1/1/2015 to
09/30/2015
7/1/2014 to
09/30/2014
1/1/2014 to
09/30/2014
257,707
771,562
273,569
795,733
(62,715)
(182,374)
(76,463)
(221,818)
Gross income
194,992
589,188
197,106
573,915
(32,623)
(5,647)
(4,747)
(1,230)
(2,861)
1,325
(2,933)
(5,034)
(91,078)
(18,662)
(11,902)
(3,177)
(9,812)
4,207
(9,015)
(9,643)
(29,533)
(9,238)
(2,371)
(1,984)
(4,046)
382
(2,997)
(4,685)
(85,584)
(23,105)
(11,198)
(7,985)
(10,671)
14,779
(8,576)
5,033
141,242
(51,035)
440,106
(138,047)
142,634
(41,752)
446,608
(119,725)
90,207
302,059
100,882
326,883
(28,122)
(3,656)
(66,444)
(11,335)
(26,749)
(5,975)
(58,564)
(24,482)
(31,778)
(77,779)
(32,724)
(83,046)
58,429
224,280
68,158
243,837
(127)
58,556
(202)
224,482
(26)
68,184
17
243,820
1.1920
1.1918
10
1.2980
1.2971
1/1/2015 to
09/30/2015
7/1/2014 to
09/30/2014
1/1/2014 to
09/30/2014
60,486
-
228,554
-
68,462
-
243,698
-
60,486
228,554
68,462
243,698
Consolidated
7/1/2015 to
09/30/2015
1/1/2015 to
09/30/2015
7/1/2014 to
09/30/2014
1/1/2014 to
09/30/2014
58,429
-
224,280
-
68,158
-
243,837
-
58,429
224,280
68,158
243,837
(127)
58,556
(202)
224,482
(26)
68,184
17
243,820
11
Capital reserves
Profit reserves
Capital
Unpaid
capital
Share
issuance
costs
Stock
options
granted
Special goodwill
reserve - merger
Goodwill reserve
on issuance of
shares
Legal
reserve
Expansion
reserve
2,388,062
(38,628)
63,169
186,548
714,237
69,861
649,363
(122,628)
(143)
(12,548)
-
10,671
-
2,388,062
(38,771)
73,840
186,548
701,689
2,388,062
(38,993)
77,845
186,548
(10)
2,388,062
Effects on
capital
Treasury
shares transactions
Retained
earnings
Total
(89,996)
3,819,988
50,801
-
38,253
(143)
(6,171)
-
(70,000)
243,698
(6,171)
10,671
(70,000)
243,698
69,861
649,363
(77,998)
(89,996)
173,698
4,036,296
701,690
88,271
844,154
(90,704)
(89,996)
4,066,877
(5,437)
-
30,392
-
24,955
(10)
9,590
(44,002)
-
(44,002)
9,590
(90,000)
(90,000)
(19,896)
-
228,554
(19,896)
228,554
(39,003)
87,435
186,548
696,253
88,271
824,258
(104,314)
(89,996)
138,554
4,176,068
12
Capital reserves
Profit reserves
Stock
options
granted
Special
goodwill
reserve merger
Goodwill
reserve on
issuance of
shares
Legal
reserve
Expansion
reserve
Adjustments
in the parent
Effects on
company (Note
capital
2.2) transactions
Capital
Unpaid
capital
Share
issuance
costs
2,388,062
(38,628)
63,169
186,548
714,237
69,861
649,363
(836)
(143)
-
(12,548)
10,671
2,388,062
(38,771)
73,840
2,388,062
(38,993)
Treasury
shares
Retained
earnings
Total
Non-controlling
interests
Total
(89,996)
(122,628)
3,819,152
186
3,819,338
704
(704)
50,801
582
-
582
(143)
38,253
2,425
-
582
(143)
2,425
38,253
(6,171)
-
(6,171)
10,671
(6,171)
10,671
(70,000)
243,820
(70,000)
243,820
17
(70,000)
243,837
186,548
701,689
69,861
649,363
(132)
(89,996)
(77,998)
173,698
4,036,164
2,628
4,038,792
77,845
186,548
701,690
88,271
844,154
(89,996)
(90,704)
4,066,877
2,777
4,069,654
(10)
-
(5,437)
30,392
4,072
-
4,072
(10)
24,955
3,584
-
4,072
(10)
3,584
24,955
9,590
(44,002)
-
(44,002)
9,590
(44,002)
9,590
(90,000)
(90,000)
(90,000)
(19,896)
-
224,482
(19,896)
224,482
(202)
(19,896)
224,280
2,388,062
(39,003)
87,435
186,548
696,253
88,271
824,258
(89,996)
(104,314)
138,554
4,176,068
6,159
4,182,227
13
09/30/2014
292,932
314,382
Adjustments in:
Depreciation and amortization
Equity in net income of subsidiaries
Share-based compensation
Recognition of repurchases of points of sale
Deferred income and cost
Inflation adjustment on debentures
Adjustment to loans and financings
Adjustments to liabilities for acquisition of assets
Restatements on related party transactions
Others
83,162
(32,523)
9,590
6,404
(13,158)
40,676
99,289
645
(1,254)
4,159
86,924
(64,069)
10,671
6,717
(15,325)
25,599
85,368
1,537
(1,383)
4,832
489,922
455,253
(4,643)
29,291
(497)
(790)
(4,967)
(10,888)
(15,843)
(36,361)
(33,942)
9,528
2,399
(4,456)
22,518
2,417
(13,540)
5,990
(28,582)
(18,830)
(7,097)
(27,620)
(7,090)
(55)
423,209
378,908
14
Parent company
09/30/2015
09/30/2014
(130,679)
5,001
14,657
(91)
1,932
(2,942)
(69,909)
(5,116)
39,781
(141,739)
4,000
33,431
8,111
2,073
(19,233)
(136,377)
725
(9,385)
51,044
(147,366)
(207,350)
(88,169)
(91,338)
24,955
(44,002)
(10)
(24,491)
(92,955)
(90,617)
(84,131)
38,253
(6,171)
(143)
(32,966)
(48,415)
(316,010)
(224,190)
(40,167)
(52,632)
117,125
76,958
136,571
83,939
(40,167)
(52,632)
15
302,059
326,883
Adjustments in:
Depreciation and amortization
Equity in net income of subsidiaries
Share-based compensation
Non-controlling interest
Recognition of repurchases of points of sale
Deferred income and cost
Inflation adjustment on debentures
Adjustment to loans and financings
Adjustments to liabilities for acquisition of assets
Restatements on related party transactions
Others
115,297
(4,207)
9,590
202
6,496
(19,402)
40,676
140,160
647
(1,340)
5,242
118,462
14,779
10,671
(17)
7,032
(28,319)
25,599
126,130
1,482
(1,471)
668
595,420
601,899
(38,713)
21,829
(14,222)
(25,931)
Judicial deposits
Sundry advances
Other assets
Accounts payable
Liabilities for acquisition of assets
Taxes and contributions payable
Taxes paid
Deferred income and costs
Other liabilities
(787)
1,613
(6,227)
(11,099)
(58,513)
(34,700)
(50,559)
15,666
416
2,222
(12,992)
(8,932)
(41,143)
(14,133)
(4,399)
(42,662)
(18,264)
(919)
434,346
420,524
16
Consolidated
09/30/2015 09/30/2014
12,171
-
(25,558)
9280
2,262
(2,942)
(121,864)
(5,194)
28,838
2,451
(19,233)
(208,834)
3546
(9,443)
51,008
(86,729)
(196,783)
29
(136,126)
(123,763)
24,955
(44,002)
(10)
3,382
(24,491)
(92,955)
(137,367)
(119,323)
38,253
(6,171)
(143)
2,420
(32,966)
(48,415)
(392,981)
(303,712)
(45,364)
(79,971)
170,926
125,562
210,479
130,508
(45,364)
(79,971)
17
09/30/2014
656,721
8,433
(6,907)
658,247
631,298
5,375
1,093
637,766
(24,285)
(37,041)
(61,326)
(34,014)
(52,524)
(86,538)
596,921
551,228
Retentions
Depreciation and amortization
(83,162)
(86,922)
513,759
464,306
32,523
33,219
64,069
22,064
65,742
86,133
579,501
550,439
(55,728)
(4,584)
(2,254)
(62,566)
(45,576)
(3,717)
(1,560)
(50,853)
(133,401)
(96)
(4,766)
(138,263)
(134,727)
(53)
(4,639)
(139,419)
(144,668)
(5,450)
(150,118)
(112,038)
(4,431)
(116,469)
(90,000)
(138,554)
(228,555)
(70,000)
(173,698)
(243,698)
(579,501)
(550,439)
Income:
Net income from sales and services
Other income
Allowance for doubtful accounts
18
09/30/2014
856,402
3,127
(9,346)
876,678
16,239
(1,457)
850,183
891,460
(201,124)
(58,777)
(218,283)
(74,829)
(259,901)
(293,112)
590,282
598,348
(115,297)
(118,461)
474,985
479,887
4,207
36,721
14,779
25,951
40,928
40,730
515,913
520,617
(63,061)
(4,787)
(2,328)
(54,278)
(3,797)
(1,586)
(70,176)
(59,661)
(163,312)
(202)
(19,894)
(164,213)
(243)
(19,027)
(183,408)
(183,483)
(173,622)
135,573
(38,049)
(143,485)
109,849
(33,636)
202
(90,000)
(134,482)
(17)
(70,000)
(173,820)
(224,280)
(243,837)
(515,913)
(520,617)
19
Location
Start-up of operations
09/30/2015
12/31/2014
Belo Horizonte
Rio de Janeiro
Ribeiro Preto
So Paulo
Braslia
Belo Horizonte
So Paulo
Curitiba
Belo Horizonte
Porto Alegre
So Paulo
Rio de Janeiro
So Paulo
So Caetano
Rio de Janeiro
Rio de Janeiro
So Paulo
1979
1981
1981
1982
1983
1996
1999
2003
2004
2008
2009
1999
1999
2011
2012
2012
2012
80.0
51.1
80.0
65.8
61.7
90.0
30.0
84.0
96.5
100.0
60.0
50.0
62.5
100.0
100.0
90.0
100.0
80.0
51.1
80.0
65.8
61.7
90.0
30.0
84.0
96.5
100.0
60.0
50.0
62.5
100.0
100.0
90.0
100.0
20
The majority of the shopping centers are managed based on a structure known as Condomnio
Pro Indiviso" - CPI (undivided interest). The shopping centers are not legal entities, but units
operated under an agreement whereby the owners (investors) share all income, costs and
expenses. The CPI structure is an option permitted by Brazilian laws for a period of five years,
with possibility of renewal. Under the CPI structure, each co-investor holds an interest in
property, which is undivided. As of September 30, 2015, the Company is the legal
representative and manager of all above mentioned shopping malls.
2
2.1
a.
The consolidated interim financial statements, prepared in accordance with the International
Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board
(IASB) and the accounting practices adopted in Brazil (BRGAAP), and taking into
consideration OCPC 04 guidance on the application of Technical Interpretation ICPC 02 to
Brazilian real estate development companies, issued by the Accounting Pronouncements
Committee (CPC) and approved by the Securities Commission (CVM) and the Federal
Accounting Council (CFC);
b.
The parent companys interim financial statements, prepared in accordance with the accounting
practices adopted in Brazil, which comprise the CVM standards and the pronouncements,
interpretations and guidance issued by CPC, CVM and CFC, including OCPC 04 - Guidance on
the application of Technical Interpretation ICPC 02 to Brazilian Real Estate Development
Entities.
2.2
Measuring basis
The individual and consolidated interim financial statements have been prepared based on the
historical cost, except for certain financial instruments measured at fair value, as described in
the note 25 below.
2.3
Basis of consolidation
As of September 30, 2015 and December 31, 2014, the consolidated interim financial statements
incorporate the interim financial statements of the Company and its subsidiaries, as follows:
21
Interest %
September 30 2015
Corporate name
Direct
Indirect
Direct
Indirect
99.99
99.99
99.00
99.00
99.61
50.00
99.99
100.00
99.99
99.99
99.99
99.99
99.99
99.99
99.99
100.00
99.99
99.99
99.99
99.99
87.00
94.67
99.99
99.99
99.95
99.96
99.96
99.99
99.99
99.00
99.00
50.00
-
99.99
99.99
99.00
99.00
99.61
50.00
99.99
100.00
99.99
99.99
99.99
99.99
99.99
99.99
99.99
100.00
99.99
99.99
99.99
99.99
87.00
99.90
99.90
99.90
99.90
99.99
99.99
99.90
99.90
99.00
99.00
50.00
-
(a)
Foreign companies.
(b)
(c)
For further information on the change in the share, refer to Note 9.1 a.
22
The interim financial statements of subsidiaries are prepared for the same reporting period that
the parent company, using consistent accounting policies.
All intragroup balances, income and expenses are fully eliminated.
The reconciliation between the individual and consolidated shareholders equity and net income
for the nine months ended September 30, 2015 and 2014 is as follows:
09/30/2015
09/30/2014
Net income
for the Shareholders'
period
equity
Shareholders'
equity
Parent company
Equity in the earnings of Countys profit or loss for the
period (a)
Deferred assets (b)
4,176,068
228,554
(4,072)
-
Consolidated
4,176,068
224,482
Net income
for the
period
4,036,296
243,698
(132)
(582)
704
4,036,164
243,820
(a)
Subsidiary Renasce holds 100% in the Countys capital, whose main activity is the investment in subsidiary Embassy.
In order to properly prepare the Multiplan's individual and consolidated balances, the Company adjusted the
Renasce's capital and the investment calculation for consolidation purposes only. Adjustment relating to the
Companys equity in the earnings of County not reflected on equity in the earnings of Renasce.
(b)
Adjustment referring to derecognition of deferred assets and recognition of deferred income tax on the
aforementioned write-off in the subsidiaries only for consolidation purposes.
2.4
Parent
company
Consolidated
Parent
company
Consolidated
29,482
47,017
42,920
56,211
5,745
6,434
3,071
3,071
41,731
72,111
71,134
111,644
76,958
125,562
117,125
170,926
These short-term investments are made with prime financial institutions, at market price and
terms.
The short-term investments presented as cash equivalent may be redeemed at any time without
affecting earnings recognized or with no risk of significant change in value.
23
The Fixed Income Investment Funds - DI are non-exclusive funds classified by the Brazilian
Financial and Capital Markets Association (ANBIMA) as short-term, low-risk funds. The
funds portfolios are managed by Bradesco Asset Management, Santander Asset and Ita Asset.
The Company does not interfere with or influence the management of the portfolios or the
acquisition and sale of the securities included in the portfolios.
September 30, 2015
Parent
company Consolidated
Parent
company
Consolidated
115,230
126,173
155,011
155,011
115,230
126,173
155,011
155,011
The Company's exposure to interest rate risks, credit, liquidity and market risks, and sensitivity
analysis of financial assets and liabilities are disclosed in Note 25.
Accounts receivable
September 30, 2015
Parent
company
Consolidated
Parent
company
Consolidated
111,091
29,147
8,551
5,911
8,437
2,001
984
47,180
1,073
152,040
46,917
11,182
10,689
8,437
2,001
984
159,345
2,930
135,354
35,316
6,201
9,308
8,996
1,896
906
47,191
1,542
170,389
50,240
9,117
12,212
8,996
1,896
906
159,997
2,495
214,375
394,525
246,710
416,248
(14,479)
(24,151)
(10,616)
(19,549)
Non-current
199,896
(42,913)
370,374
(138,580)
236,094
(45,045)
396,699
(51,517)
Current
156,983
231,795
191,049
345,182
Rental
Key money
Debt acknowledgment (a)
Parking lots
Management fees (b)
Sales
Advertising
Sales of property (c)
Others
(a)
Refer to key money, leases and other balances, which were past due and have been restructured.
(b)
Refers to management fees receivable by the Company, charged from investors or storeowners in the shopping
centers managed by them, which correspond to a percentage on the store lease amount (7% on the net income of the
shopping centers, or 6% of the minimum lease amount, plus 15% on the portion exceeding minimum lease amount or
a fixed amount), on regular fees charged from storeowners (5% on expenditures), on financial management (variable
percentage on expenditures incurred with shopping center expansion) and on promotion fund (5% on the amount
contributed to the promotion fund).
24
(c)
In accordance with the pronouncement CPC 12 - Adjustment to Present Value, approved by CVM Resolution 564 of
December 17, 2008, the Company assessed internally certain assets and liabilities to analyze the need to present them
at present value. The Discounted Cash Flow (DCF) method was used, applying the discount rates below.
The future cash flow of the model was based on the real estate portfolio of receivables sold and assumptions of
inflation adjustment (National Civil Construction Index, or INCC) and interest (Price table) adopted in the market.
Accordingly, to determine the present value of a cash flow (AVP), three sets of information were used: (i) the
monthly amount of future cash flows, (ii) the period of such cash flows and (iii) the discount rate.
Monthly amount of future cash flows: comprises the receivables portfolio contracted in the two real estate projects
developed by the company (Residence Du Lac and Diamond Tower). Cash flow includes monthly receivables in
accordance with each clients contract. The portfolio is adjusted for inflation based on the INCC rate over the
construction period. In addition to the inflation adjustment, the portfolio (after delivery of keys) is adjusted based on
the Price table interest rate (which was not considered as shown below):
(i)
Cash flow period: Cash flows are projected on a monthly basis as from the present date considering monthly and
intermediate installments. Since interest is charged after delivery of keys, the Company conservatively considers the
prepayment of all trade accounts receivable when keys are delivered, not including discounts, fines or interest.
(ii)
Discount rate: the discount rate used to discount cash flow to present value during construction is the prevailing SELIC
rate. This rate was selected because it can be considered as the clients opportunity cost and is decisive to the clients
prepayment decision.
Projects Residence Du Lac and Diamond Tower received permission for occupancy in August
2015.
The effect on the result for the periods ended September 30, 2015 and 2014 is as follows:
Consolidated
7/1/2015 to
09/30/2015
1/1/2015 to
09/30/2015
7/1/2014 to
09/30/2014
1/1/2014 to
09/30/2014
181
(43)
72
1,720
2,309
Expense
Income
(d)
The Company recognized an allowance for doubtful accounts based on the following criteria:
(i)
Store leases - past due balance over than 180 days and amounts in excess of R$5 are individually analyzed,
independently of the due date for all storeowners that already are considered in the provision for doubtful accounts;
(ii)
Assignment of rights - All past due balance over 180 days and independent individual analysis regardless of the due date
for all storeowners that already are considered in the provision for doubtful accounts;
(iii)
It should be emphasized that the Company understands that there are no risks relating to the
property sales accounts receivable since such amounts are guaranteed by the property sold.
The aging list of trade accounts receivable is as follows:
Balance past-due, but without impairment loss
Parent
company
09/30/2015
12/31/2014
< 30 days
From 30 to
60 days
From 61 to
90 days
From 91 to
120 days
From 121 to
180 days
2,131
2,328
2,021
1,170
1,313
1,113
686
590
988
1,030
25
> 180
days
Total
17,162 214,375
12,646 246,710
Consolidated
09/30/2015
12/31/2014
355,067
381,942
3,874
5,049
From 30 to
60 days
From 61 to
90 days
From 91 to
120 days
From 121 to
180 days
> 180
days
Total
2,908
2,147
1,806
1,768
1,148
1,883
1,978
2,237
27,744
21,222
394,525
416,248
Stores
leased
Balances at December 31, 2014
Key money
(6,479)
Additions
Write-offs
Reversal due to renegotiation
(2,888)
43
489
Debt
acknowled
gment
(8,835)
Total
(2,594)
(1,543)
(10,616)
(624)
280
(1,499)
336
(5,011)
43
1,105
(2,938)
(2,706)
(14,479)
Consolidated
Debt
acknowled
gment
Stores
leased
Key
money
(11,324)
(6,401)
(1,824)
(19,549)
Additions
Write-offs
Reversal due to renegotiation
(4,299)
129
1,065
(1,057)
58
900
(2,075)
677
(7,431)
187
2,642
(14,429)
(6,500)
(3,222)
(24,151)
Total
Aging of trade accounts receivable included in the allowance for doubtful accounts:
September 30, 2015
Parent
company
Less than 60 days
From 60 to 120 days
From 120 to 180 days
From 180 to 240 days
Over 240 days
Consolidated
Consolidated
(1,175)
(504)
(220)
(1,147)
(11,433)
(1,321)
(576)
(316)
(1,723)
(20,215)
(1,603)
(503)
(548)
(573)
(7,389)
(2,391)
(856)
(999)
(1,225)
(14,078)
(14,479)
(24,151)
(10,616)
(19,549)
The Company has operating lease agreements with the tenants of shopping center stores
(lessors) with a standard term of 5 years. Exceptionally, there may be agreements with
differentiated terms and conditions.
26
For the nine months ended September 30, 2015 and 2014, the Company had billings of R$
471,982 and R$ 442,353, respectively, from minimum rent in the Companys interest only in
relation to contracts prevailing at the end of each period, these presented the following renewal
schedule:
Consolidated
In 2014
In 2015
In 2016
In 2017
In 2018
After 2018
Undetermined*
Total
September 30,
2015
September 30,
2014
n/a
4,9%
13.8%
18.4%
17.4%
38,3%
7.2%
4.5%
12.2%
15.7%
20.4%
17.5%
23.0%
6.7%
100%
100%
(*)
Non-renewed agreements in which the parties may request termination via a prior legal notice (30 days).
5.1
The main balances and transactions with related parties are as follow:
September 30, 2015
Parent
company Consolidated
Current assets:
Sundry loans and advances
Shopping center condominiums (a)
Associao Barra Shopping Sul (b)
Associao ParkShopping Barigui (c)
Associao ParkShopping So Caetano (d)
Associao BarraShopping (p)
Associao Jundia Shopping (e)
Condominium Village Mall (f)
Associao Village Mall (g)
Loans - Other (h)
Parent
company
Consolidated
8,119
1,142
345
108
482
122
167
12,205
1,142
345
108
197
482
122
167
4,889
1,203
310
169
195
126
284
6,872
1,203
310
169
200
195
126
283
10,485
(8,119)
14,768
(12,205)
7,176
(4,889)
9,358
(6,872)
2,366
2,563
2,287
2,486
Accounts receivable
Multiplan Administradora de Shopping
Centers Ltda. (i)
5,878
9,308
5,878
9,308
8,244
2,563
11,595
2,486
Sub Total
Provision for losses (a)
Non-current assets:
27
Parent
company Consolidated
Sundry loans and advances
Condominium Village Mall (f)
Associao Jundia Shopping (e)
Associao Village Mall (g)
Associao Barra Shopping Sul (b)
Associao ParkShopping Barigui (c)
Associao BarraShopping (p)
Parkshopping Canoas (j)
Loans - Other (h)
Total sundry loans and advances - noncurrent
Parent
company
Consolidated
2,257
132
6,326
1,982
54
130
49
2,257
623
132
6,326
1,982
54
49
1,260
221
8,123
2,013
70
1,260
735
221
8,123
2,013
70
10,930
11,423
11,687
12,422
5,000
5,000
Investment
Advances for future capital increase
Parque Shopping Macei S.A.
28
Consolidated
Parent company
09/30/2015
09/30/2014
62,581
52,243
49
99
140
35
215
8
83
-
153
91
97
41
218
44
17
33
31
771
765
Services agreement
Peres - Advogados, Associados S/C (o)
1,005
867
1,254
1,383
Statement of income:
Income from services
Multiplan Administradora de Shopping Centers Ltda. (e)
Lease income
Hot Zone - BH Shopping (k.1)
Hot Zone - Morumbi Shopping (k.2)
Hot Zone - Barra Shopping (k.3)
Hot Zone - ParkShopping Braslia (k.4)
Hot Zone - Barra Shopping Sul (k.5)
Hot Zone - So Caetano (k.6)
Tantra Comrcio de Artigos Orientais Ltda. - Morumbi Shopping (l.1)
Tantra Comrcio de Artigos Orientais Ltda. - Barra Shopping (l.2)
Head office expenses
Expense with rental (m)
Mall expenses
Multiplan Arrecadadora Ltda (n)
Statement of income:
29
Consolidated
09/30/2015
09/30/2014
49
99
140
35
215
8
220
23
83
-
153
91
97
41
218
224
15
44
17
33
31
Services agreement
Peres - Advogados, Associados S/C (o)
1,005
867
1,340
1,471
Lease income
Hot Zone - BH Shopping (k.1)
Hot Zone - Morumbi Shopping (k.2)
Hot Zone - Barra Shopping (k.3)
Hot Zone - ParkShopping Braslia (k.4)
Hot Zone - Barra Shopping Sul (k.5)
Hot Zone - So Caetano (k.6)
HotZone - Campo Grande (k.7)
HotZone - Jundia (k.8)
Tantra Comrcio de Artigos Orientais Ltda. - Morumbi Shopping (l.1)
Tantra Comrcio de Artigos Orientais Ltda. - Barra Shopping (l.2)
(a)
Prepayments of charges granted to condominiums of shopping centers owned by Multiplan Group, in light of the default
of storeowners with the condominiums. An allowance for loan losses was set up for these advances in light of the
probable risk of non-collection.
(b)
Refer to the advances made to Associao dos Lojistas do Barra Shopping Sul to meet working capital requirements. An
amount of R$ 4,800 in advance in 2008, R$ 3,600 in 2009 and R$ 1,000 in 2010. These agreements are monthly adjusted
based on the CDI fluctuation and contractual payment terms that began in January 2009. On October 1, 2012, the
agreements were renegotiated and joined together, the consolidated debt started to pay 110% of the CDI and is repayable
in monthly installments of R$75 until the debt is fully repaid, so that the agreements final maturity does not exceed 120
months.
(c)
Refer to the advances made to Associao dos Lojistas do ParkShopping Barigui to meet working capital requirements.
The outstanding balance is adjusted on a monthly basis at 117% of the CDI fluctuation and is being repaid in 40 and 120
monthly installments since July 2011.
(d)
These refer to advances granted to the Association of Store Owners of ParkShopping So Caetano, which have already
been repaid in 36 monthly installments, starting from July 2012.
(e)
Refers to the R$1,300 loan granted to Associao de Lojistas do Jundia Shopping, which bears interest equivalent to the
CDI plus 1.0% per year, to be repaid in 84 monthly installments starting January 2013.
(f)
Refers to a loan of R$ 1,800 granted to the VillageMall Consortium, subject to interest at 110% of the Interbank Deposit
Certificate (CDI) rate, to be repaid in 120 monthly installments, from January 2013, and to another loan of R$ 1,500,
subject to the same interest rate, to be repaid in 60 monthly installments from June 2015.
(g)
Refers to a loan of R$ 500 granted to the Association of Store Owners of Village Mall, subject to interest at the CDI rate
plus 1.0% per year, to be repaid in 48 monthly installments, starting from October 2013.
(h)
Refers to loans granted to employees, which are being repaid in annual installments.
(i)
Refers to the portion of accounts receivable and income that the Company has with subsidiary MTA manages the malls
parking lots and transfer from 93% to 97.5% of net income to the Company. Note that whenever total expenses exceeds
the revenue generated, the Company is required to reimburse such difference to MTA plus 3% of monthly gross revenue.
These amounts are billed and received on a monthly basis.
30
(j)
These are amounts recoverable from the subsidiary ParkShopping Canoas Ltda., referring to the sharing of payroll
expenses.
(k)
Refers to amount billed as Hot Zone store leases entered into with Divertplan Comrcio e Indstria Ltda, (lessee), where
Multiplan Planejamento Participaes e Administrao S/A, a Company shareholder, holds 99% of the capital. The total
amounts charged as occupancy costs account for 8% of stores gross income. The table shows the amounts actually
allocated as Rental income, since the other amounts refer to charges that are common and specific to the shopping
centers promotion fund.
(k.1)
BH Shopping - renewed lease agreement, effective from September 2009 to August 2016
(k.2)
Morumbi Shopping - renewed lease agreement, effective from June 2010 to June 2017
(k.3)
Barra Shopping - lease agreement effective from June 2012 to June 2022
(k.4)
Parkshopping Braslia - renewed lease agreement, effective from January 2012 to December 2016
(k.5)
Barra Shopping Sul - lease agreement effective from November 2008 to November 2018
(k.6)
(k.7)
(k.8)
Parkshopping So Caetano - lease agreement effective from February 2012 to November 2022.
Parkshopping Campo Grande - lease agreement effective from November 2012 to November 2022.
Jundia Shopping - lease agreement effective from October 2012 to November 2022.
As of September 30, 2015, the amounts receivable from rental of the Hot Zone stores totaled R$ 39 in the Parent
company and R$ 73 in the Consolidated in comparison with R$170 in the Parent Company and R$301 in the
Consolidated as of December 31, 2014. The rental amounts received from Hot Zone stores totaled R$829 in the
Parent Company, and R$ 1,130 in Consolidated up to June 30, 2015 compared to R$678 of the Parent company and
R$1,104, consolidated as of December 31, 2014.
(l)
Refers to amounts invoiced to Tantra Comrcio de Artigos Orientais Ltda, relating to a kiosk lease agreement entered
into with a close family member (lessee) of the Companys controlling shareholder. The lease payments are annually
adjusted using the IGP-DI.
(l.1)
Morumbi Shopping - renewed agreement, effective beginning June 17, 2009 for an indefinite period
(l.2)
(m)
Refers to the lease agreement entered into with close family member of the Companys controlling shareholder of an
office located in Centro Empresarial Barra Shopping, dated February 22, 2013. The agreement is effective for 24-month
period, starting April 1, 2013 and lease payments are adjusted using the IPCA.
(n)
Refers to rental collection services, common and specific charges, income from promotion fund and other income
deriving from the operation and sale of office spaces of the Company and/or its subsidiaries.
(o)
Refers to the addendum to the legal service agreement entered into by the Company and Peres - Advogados, Associados
S/C, owned by a close family member of the Companys controlling shareholder, dated May 1st,, 2011. The contract has
an indefinite term of duration and establishes a monthly remuneration of R$ 50, adjusted by the Consumer Price Index
(IPC) on an annual basis. Additionally, on April 5, 2013, R$550 was paid as bonus.
5.2
31
The key management personnel compensation accounted for in the statement of income by
category is as follows:
09/30/2015
Annual fixed remuneration
Salaries and/or Directors fee
Benefits (direct and indirect)
Variable compensation
Bonus
Stock option plan
09/30/2014
6,463
259
6,137
224
9,072
4,482
8,116
4,451
20,276
18,928
As of September 30, 2015, the key management personnel consisted of: 7 members of the Board
of Directors and five directors.
The Company does not grant to the executive officers and directors benefits relating to the labor
contract rescission beyond the ones foreseen in the applicable law.
PIS/COFINS recoverable
IR and CSLL recoverable
Tax on financial operations
recoverable
ISS recoverable
INSS recoverable
Others
Parent
company
Consolidated
Parent
company
1,274
957
1,274
1,274
258
869
1,274
23
90
107
165
106
84
165
11
1,387
2,609
1,274
2,661
32
Consolidated
Land
Property concluded
Property under construction
Current
Non-current
Parent
company
Parent
company
Consolidated
Consolidated
54,944
3,168
-
228,241
44,898
30,981
50,301
3,168
-
193,784
136,910
19,510
58,112
304,120
53,469
350,204
3,168
54,944
75,879
228,241
3,168
50,301
156,420
193,784
58,112
304,120
53,469
350,204
33
Parent company
Consolidated
Parent company
Consolidated
Assets:
Provision for legal and administrative proceedings
Allowance for doubtful accounts
Provision for losses on advances of charges
Accrued annual bonus (g)
Deferred (d)
Tax loss and negative basis of social contribution (h)
Others
8,688
12,856
8,119
15,607
4,525
-
9,186
16,144
8,119
15,607
4,525
65,845
-
14,503
9,238
4,889
16,280
5,311
2,176
14,620
10,303
4,889
17,939
5,311
58,030
4,826
49,795
119,426
52,397
115,918
10,180
4,482
27,587
10,748
10,698
4,716
26,578
10,433
Subtotal
14,662
38,335
15,414
37,011
(316,845)
(16,715)
(147,950)
(33,532)
-
(316,845)
(26,809)
(110,462)
(175,856)
(33,532)
-
(316,845)
(25,027)
(112,645)
(30,088)
-
(316,845)
(39,459)
(116,200)
(128,877)
(30,088)
-
(515,042)
(663,504)
(484,605)
(631,469)
(128,760)
(46,354)
(140,492)
(50,975)
(121,152)
(43,614)
(131,167)
(47,639)
Subtotal
(175,114)
(191,467)
(164,766)
(178,806)
(160,452)
(153,132)
(149,352)
(141,795)
Liabilities:
(a)
According to the tax criterion, the income (loss) on the sale of real estate units is determined based on the financial realization of income (cash basis)
while for accounting purposes such transactions are accounted for on the accrual basis.
(b)
Goodwill on acquisition of Multishopping Empreendimentos Imobilirios S.A., Bozano Simonsen Centros Comerciais S.A. and Realejo Participaes
S.A. based on expected future earnings. Such companies were then merged and the respective goodwill reclassified to intangible assets. These
companies were subsequently merged and the related goodwill was reclassified to intangible assets. Pursuant to the new accounting standards,
beginning January 1, 2009 such goodwill is no longer amortized and deferred income tax liabilities on the difference between the tax base and the
carrying amount of the related goodwill was accounted for. For tax purposes, the amortization of goodwill was terminated on November 2014.
(c)
The Company formed income tax and social contribution on deferred taxation of straight-line income during the term of the contract, regardless of the
receipt term. As of 2015, with the enactment of Law 12,973, of May 13, 2014, these revenues started being taxed on an accrual basis. Thus, the
deferred balance up to December 31, 2014 will be subjected to taxation upon its realization.
The Company recognized deferred income tax by fully derecognizing deferred charges.
(d)
(e)
The Company recognized deferred income tax liabilities on differences between the amounts calculated based on accounting method and criteria, as
prescribed in Law 12.973 dated May 13, 2014.
(f)
In the consolidated, the basis for the deferred assets and liabilities are composed also by entities subject to the calculation of IRPJ and CSLL by the
presumed income regime. For this reason, the effect of the taxes rates includes the taxes rates used in the income presumption, according to the federal
law, and may vary depending on the income nature.
(g)
For the calculation of deferred income tax, only the share of employee profit sharing was considered.
The parent company calculated an income tax loss of R$ 2,744 and a social contribution loss of
R$ 13,364.
Deferred income tax and social contribution will be realized based on Managements
expectation, as follows:
34
Consolidated
Consolidated
11,000
21,607
8,500
6,208
2,480
16,096
35,072
21,965
31,279
15,015
26,636
9,107
3,400
8,836
4,418
31,652
12,465
17,184
18,241
36,376
49,795
119,427
52,397
115,918
Description
Income before income and social contribution taxes
Rate
Nominal rate
Permanent additions and exclusions
Equity in income of subsidiaries
Gifts and tributes
Contributions, donations and sponsorship
Interest on own capital (JPC) paid
Goodwill amortization on asset appreciation
Compensation expenses (stock option plan)
Tax benefits
Others
7/1/2014-09/30/2014
Social
contribution
Income
tax
Social
contribution
87,648
25%
(21,912)
87,648
9%
(7,888)
97,663
25%
(24,416)
97,663
9%
(8,789)
2,913
(4)
(167)
(5)
(659)
674
(870)
1,049
(1)
(6)
(2)
(237)
(45)
5,082
(1)
(987)
(4)
(1,012)
(408)
1,829
(355)
(1)
(365)
226
1,882
758
2,670
1,334
(17,836)
(2,195)
(5,653)
(1,479)
(17,597)
(4,149)
(5,734)
(1,721)
Total
(20,031)
(7,132)
(21,746)
(7,455)
35
Parent company
1/1/2015-09/30/2015
1/1/2014-09/30/2014
Income tax
Social
contribution
Income tax
Social
contribution
292,932
25%
(73,233)
292,932
9%
(26,364)
314,382
25%
(78,596)
314,382
9%
(28,294)
8,131
(11)
(412)
22,500
(15)
(2,397)
1,173
(2,655)
(842)
2,927
(4)
(43)
8,100
(5)
(863)
(364)
16,017
(14)
(1,414)
17,500
(15)
(2,668)
(2,312)
(1,581)
5,766
(5)
(355)
6,300
(5)
(961)
(47)
25,472
9,748
25,513
10,693
(39,635)
(8,127)
(13,643)
(2,973)
(34,386)
(18,697)
(6,275)
(11,326)
Total
(47,762)
(16,616)
(53,083)
(17,601)
Description
Income before income and social contribution taxes
Rate
Nominal rate
Permanent additions and exclusions
Equity in income of subsidiaries
Gifts and tributes
Contributions, donations and sponsorship
Interest on own capital (JPC) paid
Amortization of goodwill on asset appreciation
Compensation expenses (stock option plan)
Tax benefits
Executive Board bonuses and 13th salary
Others
Consolidated
7/1/2015-09/30/2015
7/1/2014-09/30/2014
Income tax
Social
contribution
Income tax
Social
contribution
90,207
25%
(22,552)
90,207
9%
(8,119)
100,882
25%
(25,221)
100,882
9%
(9,079)
331
(4)
(176)
(5)
(659)
572
(1,012)
119
(1)
(6)
(2)
(237)
(364)
96
(1)
(987)
(10)
(1,012)
-
34
(355)
(3)
(364)
-
1,094
394
3,394
1,222
(1,261)
305
(454)
259
(2,409)
2,089
(867)
750
(815)
(292)
1,160
417
(20,678)
(7,444)
(19,669)
(7,080)
(2,688)
(968)
(4,392)
(1,582)
(23,366)
(8,412)
(24,061)
(8,662)
Description
Income before income and social contribution taxes
Rate
Nominal rate
Permanent additions and exclusions
Equity in income of subsidiaries
Gifts and tributes
Contributions, donations and sponsorship
Interest on own capital (JPC) paid
Amortization of goodwill on asset appreciation
Compensation expenses (stock option plan)
Tax benefits
Executive Board bonuses and 13th salary
Current losses without tax credit
Effect from subsidiaries Taxable income tax basis eliminated in
consolidated
Income and social contribution taxes in companies taxed by the
deemed profit system
Others
Total
36
Consolidated
1/1/2015-09/30/2015
1/1/2014-09/30/2014
Description
Income
tax
302,059
25%
(75,515)
302,059
9%
(27,185)
326,883
25%
(81,721)
326,883
9%
(29,419)
1,052
(11)
(431)
22,500
(15)
(2,397)
1,225
(2,760)
(1,889)
379
(4)
(43)
8,100
(5)
(863)
(680)
3,695
(14)
(1,414)
17,500
(15)
(2,668)
(2,312)
-
1,330
(5)
(355)
6,300
(5)
(960)
-
3,380
1,217
12,295
4,426
(3,009)
680
(1,083)
(420)
(7,092)
683
(2,553)
(741)
18,325
6,598
20,658
7,437
(48,856)
(17,588)
(43,062)
(15,502)
(8,335)
(3,001)
(18,001)
(6,480)
(57,191)
(20,589)
(61,063)
(21,982)
Total
37
Social
contribution
Income
tax
Social
contribution
Investments
Significant information on investees:
September 30,
2014
Investees
CAA Corretagem e Consultoria Publicitria S/C Ltda.
RENASCE - Rede Nacional de Shopping Centers Ltda.
CAA Corretagem Imobiliria Ltda.
MPH Empreendimentos Imobilirios Ltda. (*)
Multiplan Administr. Shopping Center
Ptio Savassi Administrao de Shopping Center Ltda.
SCP - Royal Green Pennsula
Manati Empreend. e Participaes S.A.
Parque Shopping Macei S.A
Danville SP Empreendimento Imobilirio Ltda.
Multiplan Holding S.A.
Embraplan Empresa Brasileira de Planejamento Ltda.
Multiplan Greenfield I Emp Imob Ltda.
Barrasul Empreendimento Imobilirio Ltda.
Ribeiro Residencial Emp Imob. Ltda.
Morumbi Bussiness Center Empr.Imob.Ltda.
Multiplan Greenfield II Empr.Imob.Ltda.
Multiplan Greenfield IV Empr.Imob.Ltda.
Multiplan Greenfield III Empr.Imob.Ltda.
Parkshopping Campo Grande Ltda (**)
Jundia Shopping Center Ltda (**)
Parkshopping Corporate Empr.Imob. Ltda (**)
Multiplan Arrecadadora Ltda.
Parkshopping Global Ltda. (a)
Parkshopping Canoas.Ltda.
Multishopping Shopping Center Ltda.
Parkshopping Jacarepagua Ltda.
Multiplan Greenfield XI Empr.Imob.Ltda.
Multiplan Greenfield XII Empr.Imob.Ltda.
Multiplan Greenfield XIII Empr.Imob.Ltda.
Multiplan Greenfield XIV Empr.Imob.Ltda.
Multiplan Greenfield XV Empr.Imob.Ltda.
Number of
quotas/shares
40,000
835,500
182,477
154,940,898
20,000
1,000,000
42,885,388
182,505,268
47,163,074
1,000
5,110,438
35,943,556
27,520,443
9,496,056
125,052,380
110,424,966
87,826,853
307,540,474
305,102,797
239,825,087
48,868,251
1,000
21,708,937
69,278,795
16,979
42,296,731
1,878
2,881
2,881
13,648
13,604
(*)
50.00% direct and 50.00% indirect through subsidiary Morumbi Business Center Empreendimento Imobilirio Ltda.
(**)
Interest %
Capital
99.00
99.99
99.61
100.00 (*)
99.00
100.00
98.00
50.00
50.00
99.99
100.00
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.99
87.00
94.67
99.99
99.99
99.95
99.96
99.96
99.99
99.99
400
8,355
1,825
154,941
20
10
51,582
65,636
182,505
46,713
43
5,110
35,944
27,520
9,496
125,052
110,425
87,827
307,540
305,103
239,825
48,868
1
21,709
69,279
17
42,297
2
3
3
14
14
38
Shareholders'
equity
820
652
17
180,206
13,576
12
14,580
65,116
183,561
44,846
47
220
61,290
54,197
8,207
134,625
97,962
72,232
297,632
317,091
259,428
43,459
1,909
20,262
63,425
11
42,039
1
1
9
9
31, December
2014
Shareholders'
equity
549
5,211
20
185,006
7,702
496
14,551
64,920
191,994
44,016
27
215
54,611
52,269
7,577
130,252
94,021
67,922
263,422
311,754
250,010
43,602
1,360
20,719
16,938
15
10
1
1
10
10
12/31/2014
Additions
Write-off
Transfers
Dividends
Equity in income of
subsidiaries
Capital
(loss) gain
09/30/2015
543
20
5,211
6,517
7,625
92,503
32,460
90,997
496
52,733
27
215
9,021
130,252
57,986
61,593
94,021
263,422
67,921
311,753
250,010
43,602
1,360
18,025
16,921
14
10
1
1
10
10
94
1,280
1,080
920
110
2,920
6,300
1,142
36,540
4,087
674
1,336
923
218
46,421
42,285
-
(3,871)
(7,000)
(3,300)
(486)
-
269
(3)
(5,839)
25
5,815
4,600
97
4,085
(10)
3,968
21
5
452
4,263
2,044
4,145
2,798
(2,330)
223
4,665
8,081
(1,067)
549
(617)
(3,454)
(4)
(255)
(1)
(1)
(1)
-
159
(42)
-
812
17
652
2,671
13,440
90,103
32,557
91,782
57,781
48
220
10,393
134,625
62,950
72,038
97,961
297,632
72,231
317,092
259,427
43,458
1,909
17,626
60,047
10
41,998
1
9
9
94
146,236
(14,657)
32,523
117
1,779,593
1,615,374
39
Investees
Advance for future capital increase
CAA Corretagem e Consultoria Imobiliria S/C Ltda.
Renasce - Rede Nacional de Shopping Centers Ltda.
Parque Shopping Macei S.A.
Ptio Savassi Administrao de Shopping Center Ltda
Danville SP Empreendimento Imobilirio Ltda.
Ribeiro Residencial Emp Imobilirio Ltda.
Morumbi Business Center Empreendimento Imobilirio Ltda.
Barrasul Empreendimento Imobilirio Ltda.
Multiplan Greenfield I Empreendimento Imobilirio Ltda.
Multiplan Greenfield II Empreendimento Imobilirio Ltda.
Multiplan Greenfield III Empreendimento Imobilirio Ltda.
Multiplan Greenfield IV Empreendimento Imobilirio Ltda.
Parkshopping Campo Grande Ltda.
Jundia Shopping Center Ltda.
Parkshopping Global Ltda.
Parkshopping Canoas Ltda.
Multishopping Shopping Center Ltda
Parkshopping Jacarepagua Ltda.
Multiplan Greenfield XI Empreendimento Imobilirio Ltda.
Parkshopping Corporate Ltda
Multiplan Greenfield XII Empreendimento Imobilirio Ltda
Multiplan Greenfield XIII Empreendimento Imobilirio Ltda
Multiplan Greenfield XIV Empreendimento Imobilirio Ltda
Multiplan Greenfield XV Empreendimento Imobilirio Ltda
Subtotal - advances for future capital increase
Total net investments
(a)
12/31/2014
Additions
Write-off
Transfers
Dividends
Equity in income of
subsidiaries
Capital
(loss) gain
5,000
5,000
1,280
12
1,080
920
110
2,920
6,300
1,142
36,540
4,087
674
1,336
219
46,421
42,285
1
923
146,250
(5,000)
(1)
(5,001)
(1,280)
(12)
(1,080)
(920)
(110)
(2,920)
(6,300)
(1,142)
(36,540)
(4,087)
(674)
(1,336)
(219)
(46,421)
(42,285)
(923)
(146,236)
(14,657)
32,523
117
12
-
1,620,374
146,250
(5,001)
(14,657)
32,523
117
1,779,606
09/30/2015
1
13
On June 1, 2015, Multiplan Holding S.A. withheld from Sociedade Parkshopping Global S.A, transferring the only quota it held, with a par value of R$ 1.00, to partner Multiplan Empreendimentos Imobilirios S.A. On the same date, an increase in capital was approved in the
amount of R$ 5,293, an increase corresponding to 5,292,580 new quotas. Multiplan subscribed 3,802,047 quotas, with a par value of R$ 3,802, and, in this same transaction, the new partner Unipark Empreendimentos e Participaes Ltda joined the partnership and subscribed
1,490,533 quotas, with a par value of R$ 1,591, paid up on June 18, 2015. After the capital increase, Multiplan started to hold 94.67% of the capital of Parkshopping Canoas S.A., whereas the new partner Unipark became the holder of 5.33% of the latter.
40
9.2
12/31/2014
(3,871)
25
2,671
32,460
90,997
153
(3,300)
-
97
4,085
-
32,557
91,782
153
130,127
(7,171)
4,207
127,163
5,000
(5,000)
5,000
(5,000)
135,127
(12,171)
4,207
127,163
9.3
09/30/2015
6,517
Subtotal - Investment
(*)
Equity in income
of subsidiaries
Write-off
Shareholder MTP conducts the material activities that and have the ability to affect the return on Royal Green
operations; therefore, the investment is not consolidated, since financial information of shareholder MTP includes
records of SCP operations.
Current
assets
Non-current
assets
880
60
368
815
17
6,913
-
7,012
-
64
-
294
-
16,795
38,620
164,122
209
2,753
24,754
(2,042)
499
18,300
177,022
460
129
328
68
2
44,762
45
(16)
-
(7)
-
224
23,733
43,670
4
4,371
1,742
7,656
14,967
91
45,489
8,380
4,599
263
1,660
-
8,446
(10)
4,409
144,562
10,466
3,880
359
54,848
210,395
18,358
148,923
23,113
15,326
238,065
19,790
161,369
24,637
41
Current Non-current
liabilities
liabilities
Net
income
Current
assets
Non-current
assets
1,135
19,207
13,425
333,659
391,201
328,582
14,726
34,403
33,915
22,436
58,913
48,663
15
31,859
27,976
790
147,202
807
16,316
11
257
42,932
6,753
20,147
76,056
81,658
263
152,045
692
10,069
20,594
18,877
19,282
538
704
(9)
4
-
369,974
2,188,060
359,250
484,594
321,265
42
Current Non-current
liabilities
liabilities
Net
income
Current
assets
Non-current
assets
Current
liabilities
Non-current
liabilities
Net
income
553
58
63
332
178
20
7,103
-
2,006
-
64
-
399
-
18,968
37,393
167,125
84
3,809
29,658
(2,721)
117
27,459
216,981
905
467
532
344
8,275
53
6
43,951
22
(11)
-
2
-
218
62,224
5,569
2,044
54,559
58,607
4,556
1,782
56,007
61
7,532
16
6,753
145,475
11,535
10,440
470
144,181
123,225
18,125
155,259
16,838
10,583
244,435
19,272
167,824
25,109
34
18,386
14,131
263,578
400,286
336,821
189
33,266
32,847
73,653
68,095
207
42,479
36,418
702
166,953
990
2,567
15
10
43,472
2,133
19,755
37,712
-
572
167,726
26
9,203
-
14,138
-
161
932
-
10
10
544,513
1,843,234
338,962
491,039
486,628
(a)
(b)
43
(c)
(d)
The result of the subsidiary Morumbi Bussiness Center Empr. Imob. Ltda., is basically the equity income for the
participation of 50% in the subsidiary MPH Empreendimentos Imobilirios Ltda.
9.4
September
30, 2015
December
31, 2014
September
30, 2015
December
31, 2014
5,082
2,253
513
-
3,422
3,118
420
-
18,251
6,484
1,258
755
21,348
7,506
174
1,261
7,848
6,960
26,748
30,289
1,240
3
1,240
50
21
-
5,718
22
-
1,430
53,764
1,955
1,308
54,874
1,974
3,074
135
257,277
25
3,506
260,606
34
58,392
59,446
260,532
269,886
66,240
66,406
287,280
300,175
82
418
61
-
224
276
265
-
1,156
7,082
1,594
76
1,310
6,682
422
51
561
765
9,908
8,465
Assets
Current
Cash and cash equivalents
Accounts receivable
Recoverable taxes and contributions
Others
Non-current:
Securities
Judicial deposits
Accounts receivable
Deferred income and social contribution
taxes
Others
Investment property
Intangible assets
Total assets
Liabilities and shareholders equity
Current
Accounts payable
Loans and financing
Taxes and contributions payable
Deferred income and costs
Others
Non-current
44
Manati Empreendimentos
Participaes S.A.
September
30, 2015
December
31, 2014
September
30, 2015
December
31, 2014
1,240
(678)
1,240
(521)
78,514
6,178
9,120
84,438
3,718
11,560
562
719
93,812
99,716
65,636
(714)
195
65,636
(714)
-
182,505
(6,600)
(512)
8,167
182,506
10,000
(512)
-
65,117
64,922
183,560
191,994
66,240
66,406
287,280
300,175
September
30, 2015
September
30, 2014
September
30, 2015
September
30, 2014
4,919
(4,753)
166
(128)
(218)
10
(170)
438
5,457
(3,026)
2,431
(64)
(188)
14
487
360
24,704
(7,971)
16,733
(106)
(793)
15,834
(3,326)
19,315
(3,667)
15,648
(55)
44
11,496
(4,268)
268
847
12,508
7,228
(195)
122
(288)
(1,193)
(3,148)
373
195
559
8,167
7,601
Shareholders' equity:
Capital
Advances for future capital increase
Accumulated loss
Income (loss) for the period
Statement of income
Net income
Cost of services rendered
Gross income (loss)
Administrative expenses - Head office
Administrative expense - shopping centers
Parking lot
Other operating income
Income before financial income
Financial income
Income before income and social contribution
taxes
Income and social contribution taxes
Current
Deferred assets
Net income (loss) for the period
The financial information referring to the joint ventures was based on the trial balances
presented by these companies on the closing date of the period.
As of September 30, 2015, the Company has no commitments assumed with its jointlycontrolled subsidiaries. Additionally, these joint ventures have no contingent liabilities, other
comprehensive income and other disclosures required by CPC 45 - Disclosure of Interests in
Other Entities (IFRS 12) beside the ones abovementioned.
45
10
Investment property
Multiplan measured internally its investment properties at fair value based on the Discounted
Cash Flow (DCF) method. The Company calculated the present value by using a discount rate
following the Capital Asset Pricing Model (CAPM) model. Risk and return assumptions were
considered based on studies conducted by Mr. Damodaran (New York University professor)
relating to the stock market performance of the Company (beta), in addition to market prospects
(Central Banks Focus Report) and data on the risk premium of the domestic market (country
risk). Based on these assumptions, the Company used a nominal, unlevered weighted average
discount rate of 15.49% as of September 30, 2015, resulting from a basic discount rate of
14.97% calculated in accordance with the CAPM model, and, based on internal analyses, a
spread from 0 to 200 basis points was added to this rate, resulting in an additional weighted
average spread of 50 basis points in the valuation of each shopping mall, corporate tower and
project.
September
2015
December
2014
3.49%
6.11%
0.79
219 b.p.
50 b.p.
3.49%
6.11%
0.72
230 b.p.
44 b.p.
11.01%
10.65%
Inflation assumptions
Inflation (BR)
Inflation (USA)
Cost of capital - R$
September
2015
December
2014
6.53%
2.40%
6.53%
2.40%
15.49%
15.11%
The investment properties valuation reflects the market participant concept. Thus, the Company
does not consider in the discounted cash flows calculation taxes, income and expenses relating
to management and sales services.
The future cash flow of the model was estimated based on the shopping centers individual cash
flows, expansions and office buildings, including the Net Operating Income (NOI), recurring
Assignment of Rights (based only on mix changes, except for future projects), Income from
Transferring Charges, investments in revitalization, and construction in progress. Perpetuity was
calculated considering a real growth rate of 2.0% for shopping centers and of 0.0% for business
towers.
46
The Company classified its investment properties in accordance with their statuses. The table
below describes the amount identified for each category of property and presents the amount of
assets in the Companys share:
Parent company
September
2015
December
2014
12,793,747
243,948
13,120,697
264,137
Total
13,037,695
13,384,834
Consolidated
September
2015 December 2014
Valuation of investment property
Shopping centers and office towers in operation
Projects in progress (advertised)
Projects in progress (not advertised)
15,392,300
132,212
345,738
15,683,574
31,763
283,916
Total
15,870,250
15,999,253
The interests of 37.5% in the Santa rsula Shopping and 50% in the Parque Shopping Macei
project through the joint ventures were not considered in the consolidated valuation.
On October, 2014 the following shopping malls had their useful life reassessed:
Shopping mall
Santa Ursula
Parkshopping Barigui
Anlia Franco
Ribeiro Shopping
BHShopping
BarraShopping
Parkshopping
Barra Shopping Sul
47
2.72
Net amount
Facilities
(-) Accumulated depreciation
11.66
Net amount
Machinery, equipment, furniture and fixtures
(-) Accumulated depreciation
10
Net amount
Others
(-) Accumulated depreciation
Net amount
Works in progress
Repurchases of points of sale
10
December
31, 2014
Additions
Write-offs
Compound
interest
Allocation
Depreciation
Transfer
September
30, 2015
531,698
1,893
(14,834)
1,314
520,071
2,834,198
(392,162)
12,718
-
35
(43,950)
1,549
-
2,848,465
(436,077)
2,442,036
12,718
35
(43,950)
1,549
2,412,388
411,337
(133,962)
1,778
-
(51)
-
(27,125)
113
-
413,177
(161,087)
277,375
1,778
(51)
(27,125)
113
252,090
42,679
(12,572)
680
-
(2,948)
43,359
(15,520)
30,107
680
(2,948)
27,839
4,853
(2,876)
24
-
(378)
4,877
(3,254)
1,977
24
(378)
1,623
55,058
61,861
47,357
5,459
(1,469)
(12)
2,527
-
(6,404)
(1,662)
-
101,811
60,904
3,400,112
69,909
(16,331)
3,841
(6,404)
(74,401)
48
3,376,726
Consolidated
Depreciation weighted
average rate (%)
Cost
Land
Buildings and improvements
(-) Accumulated depreciation
2.23
Net amount
Facilities
(-) Accumulated depreciation
11.98
Net amount
Machinery, equipment, furniture and fixtures
(-) Accumulated depreciation
10
Net amount
Others
(-) Accumulated depreciation
Net amount
Works in progress
Repurchases of points of sale
10
Additions
(b)
Write-off
Compound
interest
Allocation
Depreciation
Transfer
(a)
1,042,423
118,890
6,822
(718)
1,167,417
3,709,564
(430,977)
13,497
-
35
(57,737)
89,148
-
3,812,209
(488,679)
3,278,587
13,497
35
(57,737)
89,148
3,323,530
639,566
(182,605)
2,271
-
(146)
-
(44,198)
273
-
641,964
(226,803)
456,961
2,271
(146)
(44,198)
273
415,161
54,551
(15,513)
1,272
-
(3,875)
109
-
55,932
(19,388)
39,038
1,272
(3,875)
109
36,544
6,834
(4,312)
90
-
(470)
6,924
(4,782)
2,522
90
(470)
2,142
86,091
65,532
81,872
5,758
(12)
2,527
-
(6,496)
(3,948)
-
166,542
64,782
4,971,154
223,650
(123)
9,349
(6,496)
(106,280)
84,864
5,176,118
(a)
Refers basically to land amounts previously classified as Inventory, which were reclassified to Investment property.
(b)
The main additions during the period refer to the exercise of the option to purchase a plot of land located in the city of Rio de Janeiro, and the acquisition of construction potential, as disclosed in Notes 17.d and 17.e.
49
September
30, 2015
11
Cost
Land
Buildings and
improvements
(-) Accumulated
depreciation
Annual
depreciation
rates (%)
December
31, 2014
1,209
88
718
2,015
4,922
4,925
(1,158)
(147)
(1,305)
3,764
(147)
3,620
3,735
(1,395)
135
-
(280)
3,870
(1,675)
2,340
135
(280)
2,195
7,046
(4,114)
644
-
(551)
7,690
(4,665)
2,932
644
(551)
3,025
19,464
(4,081)
(2,841)
19,464
(6,922)
15,383
(2,841)
12,542
1,471
(572)
1,828
-
(150)
3,299
(722)
899
-
1,828
(150)
2,577
244
244
2,942
(3,969)
718
26,218
Net amount
Facilities
(-) Accumulated
depreciation
10
Net amount
Machinery, equipment,
furniture and fixtures
(-) Accumulated
depreciation
10
Net amount
Others
(-) Accumulated
depreciation
Net amount
Property, plant and
equipment in progress
Depreciation
Transfer
September
30, 2015
10
Net amount
Vehicles
(-) Accumulated
depreciation
Additions
10
26,527
50
Consolidated
Annual
depreciation
rates (%)
December
31, 2014
Addition
s
Depreciation
Transfer
September
30, 2015
3,328
88
718
4,134
11,296
11,299
(3,802)
(333)
(4,135)
7,494
(333)
7,164
4,995
135
5,130
(2,597)
(282)
(2,879)
2,398
135
(282)
2,251
8,733
644
9,377
(5,821)
(554)
(6,375)
Net amount
2,912
644
(554)
3,002
Vehicles
(-) Accumulated
depreciation
19,464
19,464
(4,080)
(2,841)
(6,921)
Net amount
15,384
(2,841)
12,543
2,075
1,828
3,903
(1,115)
(151)
(1,266)
960
1,828
(151)
2,637
244
244
32,476
2,942
(4,161)
718
31,975
Cost
Land
Buildings and
improvements
(-) Accumulated
depreciation
Net amount
Facilities
(-) Accumulated
depreciation
10
Net amount
Machinery, equipment,
furniture and fixtures
(-) Accumulated
depreciation
Others
(-) Accumulated
depreciation
Net amount
Property, plant and
equipment in progress
10
10
51
12
Intangible assets
Intangible assets comprise system licenses and goodwill recorded by the Company on the
acquisition of new interests during 2007 and 2008; a portion of these interests was subsequently
merged. The goodwill presented below has an indefinite useful life.
Parent company
Annual rates
of
amortization
Goodwill of merged companies (a)
Bozano
Realejo
Multishopping
December
31, 2014
118,610
51,966
84,095
Additions
Amortization
254,671
Goodwill on acquisition of equity interests
(b)
Brazilian Realty LLC.
Indstrias Luna S.A.
JPL Empreendimentos Ltda.
Soluo Imobiliria Ltda.
System licenses
Software license (c)
Accumulated amortization
20
52
September
30, 2015
118,610
51,966
84,095
254,671
33,202
4
12,583
2,970
33,202
4
12,583
2,970
48,759
48,759
70,330
(25,875)
5,116
-
(4,791)
75,446
(30,666)
44,455
5,116
(4,791)
44,780
347,885
5,116
(4,791)
348,210
Consolidated
Annual rates
of
amortization
Goodwill of merged companies (a)
Bozano
Realejo
Multishopping
System licenses
Software license (c)
Accumulated amortization
20
December
31, 2014
Additions
118,610
51,966
84,095
11,610
51,966
84,095
254,671
254,671
33,202
4
12,583
2,970
33,202
4
12,583
2,970
48,759
48,759
71,136
(26,039)
5,194
-
(4,856)
76,330
(30,895)
45,097
5,194
(4,856)
45,435
348,527
5,194
(4,856)
348,865
Amortization
September
30, 2015
(a)
The goodwill recorded on merged subsidiaries results from the following transactions: (i) On February 24, 2006, the Company
acquired 100% of the shares of Bozano Simonsen Centros Comerciais S.A. and Realejo Participaes S.A.. These investments
were acquired for R$447,756 and R$114,086, respectively, and goodwill was recorded in the amounts of R$307,067 and
R$86,611, respectively in relation to the carrying amount of the aforementioned companies as at that date; (ii) On June 22, 2006,
the Company acquired 100% of the shares of Multishopping Empreendimento Imobilirio S.A. held by GSEMREF Emerging
Market Real Estate Fund L.P. for R$247,514 as well as the shares held by shareholders Joaquim Olmpio Sodr and Manoel
Joaquim Rodrigues Mendes for R$16,587, and goodwill was recorded in the amounts of R$158,931 and R$10,478, respectively,
in relation to the carrying amount of Multishopping as at that date. In addition, on July 8, 2006, the Company acquired the
shares of Multishopping Empreendimento Imobilirio S.A. held by shareholders Ana Paula Peres and Daniela Peres for R$900,
resulting in a goodwill of R$448. Such goodwill was based on the expected future earnings from these investments and were
amortized until December 31st, 2008.
(b)
As a result of acquisitions made in 2007, the Company recorded goodwill based on expected future earnings in the total amount
of R$65,874, which were amortized through December 31, 2008, based on the term, extent and proportion of results projected in
the report prepared by independent appraisers, which does not exceed ten years.
(c)
In order to strengthen its internal control system while sustaining a solid growth strategy, the Company started implementing
SAP R/3 System. To enable implementation, the Company entered into a service agreement in the amount of R$3,300 with IBM
Brasil - Indstria, Mquinas e Servios Ltda, on June 30, 2008. Additionally, the Company entered into two software license
and maintenance agreements with SAP Brasil Ltda., both dated June 24, 2008, whereby SAP granted the Company a nonexclusive software license for an indefinite term. The license purchase price was R$1,795. The extension of the scope of these
contracts increased this amount by R$ 13,905, including the implementation in the malls.
The main increase in this account due to the consulting services agreement signed on November
25, 2011 and amendments up to 2014 with Accenture and SAP, for consulting services hired to
implement the SAP functionalities. Up to September 30, 2015, the amount of R$ 32,092 had
already been paid and accounted for as intangible asset.
53
At the beginning of 2014, an investment in the implementation of a solution to support the Control
of Real Estate Development Projects started, which enables improved financial follow-up of the
projects, providing increased transparency and autonomy for the companys managers. This
implementation is being carried out by the company IBM Brasil - Indstria, Mquinas e Servios
Ltda., and, by September 30, 2015, the amount paid with regard to all the costs associated with
this project had been R$ 5,632.
The goodwill based on future returns do not have a calculable useful life, and hence are not
amortized. The Company tests these assets' recoverable value annually by mean of an
impairment test.
The other intangible assets with defined useful life are amortized by the straight-line method
based on the table above.
Impairment test for goodwill validation was carried out considering the projected cash flow in
the malls that presented goodwill upon their establishment. The assumptions used to prepare this
cash flow are described in Note 10. In case of changes in the main assumptions used to
determine recoverable amount of cash generating units, goodwill with indefinite useful life
allocated to the cash generating units plus carrying amounts of properties for investment
properties (cash generating units) would be substantially lower than fair value of investment
properties, that is, there are no signs of impairment losses in the cash generating units since the
last evaluation conducted on presentation of quarterly information for the period ended
September 30, 2015.
54
13
Index
Average annual
interest rate of
September 30,
2015
Parent
company
Consolidated
Parent
company
Consolidated
TR
TR
TR
9.12%
10%
9.35%
18,042
540
10,189
18,042
540
10,189
22,994
2,304
10,068
22,994
2,304
10,068
TR
TR
TJLP
TJLP
TJLP
8.70%
9.35%
3.38%
1.48%
-
14,049
26,060
-
14,049
26,060
23,636
1,065
247
13,478
25,751
-
13,478
25,751
23,603
1,064
246
TJLP
3.32%
15,590
15,569
IPCA
2.32%+7.27%
5,346
4,702
TJLP
201
200
TJLP
1.42%
380
379
% of CDI
% of CDI
% of CDI
% of CDI
110%
109.75%
110%
1.00%
53
33,959
102,153
1,256
14,507
53
33,959
102,153
1,256
14,507
53
38,438
4,800
1,014
2,991
53
38,438
4,800
1,014
2,991
TR
8.70%
18,948
18,224
TR
TR
8.70%
8.90%
10,973
18,433
10,973
4,516
17,728
4,516
(100)
(100)
(115)
(115)
(199)
(199)
(214)
(214)
(1,094)
(1,094)
(469)
(469)
(985)
-
(985)
(47)
(41)
(986)
-
(986)
(50)
(40)
(182)
(182)
(188)
(188)
(279)
(279)
(207)
(207)
(804)
(804)
(804)
(804)
(958)
(958)
(995)
(995)
(464)
(464)
(452)
(452)
227,180
310,022
122,429
203,138
Current
Santander BSS (a)
Banco Ita Unibanco SAF (b)
Banco Ita Unibanco PSC (c)
Santander BHS Expanso V
(d)
Banco Ita Unibanco VLG (e)
BNDES JDS sub-tranche A (f)
BNDES JDS sub-tranche B (f)
BNDES JDS sub-tranche C (f)
BNDES CGS sub-tranche A
(g)
BNDES CGS sub-tranche B
(g)
BNDES CGS sub-tranche C
(g)
BNDES CGS sub-tranche D
(g)
Companhia Real de
Distribuio (h)
Banco do Brasil (i)
Banco Ita Unibanco MTE(j)
Banco do Brasil (k)
Banco Bradesco (l)
Banco Santander Multiplan
Greenfield IV (m)
Banco Santander Multiplan
Greenfield II (m)
Banco do Brasil BRS VII (n)
Funding costs - Santander
BHS EXP
Funding costs - Ita Unibanco
PSC
Funding costs - Banco Ita
Unibanco
Funding costs - Banco do
Brasil
Funding costs - BNDES JDS
Funding costs - BNDES CGS
Funding costs - Banco do
Brasil
Funding costs - Banco do
Brasil
Funding costs - Bradesco
MTE
Funding costs - Ita Unibanco
VLG
Funding costs - Multiplan
Greenfield IV
Funding costs - Multiplan
Greenfield II
55
Non-current
Santander BSS (a)
Banco Ita Unibanco PSC (c)
Santander BHS Expanso V (d)
Banco Ita Unibanco VLG (e)
BNDES JDS sub-tranche A (f)
BNDES JDS sub-tranche B (f)
BNDES JDS sub-tranche C (f)
BNDES CGS sub-tranche A (g)
BNDES CGS sub tranche B (g)
BNDES CGS sub-tranche C (g)
BNDES CGS sub-tranche D (g)
Companhia Real de Distribuio (h)
Banco do Brasil (i)
Banco Ita Unibanco MTE (j)
Banco do Brasil (k)
Banco Bradesco (l)
Banco Santander Multiplan
Greenfield IV (m)
Banco Santander Multiplan
Greenfield II (m)
Banco do Brasil BRS VII (n)
Banco Bradesco Canoas (o)
Funding costs - Santander BHS EXP
Funding costs - Ita Unibanco PSC
Funding costs - BNDES JDS
Funding costs - BNDES CGS
Funding costs - Ita Unibanco VLG
Funding costs - Banco do Brasil
Funding costs - Banco do Brasil
Funding costs - Banco do Brasil
Loan costs - Banco Bradesco MTE
Funding costs - Ita Unibanco MTE
Funding costs - Multiplan Greenfield
IV
Funding costs - Multiplan Greenfield
II
(a)
Index
Average annual
interest rate of
September 30,
2015
Parent
company
Consolidated
Parent
company
Consolidated
TR
TR
TR
TR
TJLP
TJLP
TJLP
TJLP
IPCA
TJLP
TJLP
% of CDI
% of CDI
% of CDI
% of CDI
9.12%
9.35%
8.70%
9.35%
3.38%
1.48%
3.32%
2.32% + 7.27%
1.42%
110%
109.75%
110%
1.00%
90,852
42,148
238,887
471
79,545
50,000
300,000
90,852
42,148
238,887
41,363
1,864
432
32,479
16,038
418
791
471
79,545
50,000
300,000
11,497
97,322
50,543
255,356
509
111,364
100,000
50,000
300,000
11,497
97,322
50,543
255,356
59,008
2,659
616
44,111
14,107
568
1,075
509
111,364
100,000
50,000
300,000
TR
8.70%
167,378
174,644
TR
TR
8.70%
8.90%
85,957
(154)
(868)
(5,741)
(2,300)
(372)
(2,106)
(4,179)
-
162,824
85,957
28
(154)
(868)
(75)
(83)
(5,741)
(2,300)
(372)
(2,106)
(4,179)
-
93,021
(228)
(1,015)
(6,464)
(3,038)
(503)
(2,324)
(4,783)
(978)
169,891
93,021
(228)
(1,015)
(113)
(110)
(6,464)
(3,038)
(503)
(2,324)
(4,783)
(978)
(4,103)
(4,450)
(3,990)
(4,330)
872,140
1,287,504
1,050,279
1,507,955
1,099,320
1,597,526
1,172,708
1,711,093
On September 30, 2008, the Company entered into a financing agreement with Banco ABN AMRO Real S. A., later merged into Banco Santander, to build
a shopping center in Porto Alegre in the amount of R$122,000. This financing bore interest of 10% p.a., plus the Referential Rate (TR), and is repaid in 84
monthly installments beginning July 10, 2009. This agreement provides for the annual renegotiation of the interest rate so that it remains between 95% and
105% of CDI. Therefore, the interest rate will be changed whenever: (i) pricing (interest rate plus TR) remains below 95% of the average CDI for the last 12
months; or (ii) pricing (interest rate plus TR) remains above 105% of the average CDI for the last 12 months. For this reason, the charges on the financing for
2014/2015 were adjusted to 9.12% p.a. plus TR. All financing amount was released through September 30, 2015. As a collateral for the loan, the Company
provided a mortgage on the financed property, including all accessions and improvements to be made, and assigned the receivables from lease contracts and
the rights on the financed property, which shall correspond, at least, to a minimum volume equivalent to 150% of the amount of one monthly installment
until the debt is fully settled. On August 7, 2013, the 1st amendment to the financing agreement was signed, changing the financial covenant of total bank
debt / EBITDA less than or equal to 4 times to "net bank debt" / EBITDA less than or equal to 4 times.
Financial Covenants of the contract:
Total debt/ shareholders equity less than or equal to 1.
Net debt/ EBITDA less than or equal to 4x.
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
(b)
On May 28, 2008, the Company and co-owner Shopping Anlia Franco entered into a credit facility agreement with Banco Ita Unibanco S.A. to renovate
and expand Shopping Analia Franco in the total amount of R$45,000, of which 30% is the Companys responsibility. This financing bore interest of 10%
p.a. plus the Referential Rate (TR), and is repaid in 71 monthly installments beginning January 15, 2010. All financing amount was released through
September 30, 2015. As a collateral for the loan, the Company assigned Shopping Center Jardim Anlia Franco to Banco Ita Unibanco, which was assessed
at the amount of R$676,834, until all contractual obligations are met.
56
(c)
On August 10, 2010, the Company entered into a bank credit note with Banco Ita Unibanco S.A. for the construction of Park Shopping So Caetano,
amounting to R$140,000. This credit note bore interest based on the Referential Rate (TR) plus 9.75% p.a. and it will be repaid in 99 consecutive, monthly
installments, the first maturing on June 15, 2012. All financing amount was released through September 30, 2015. As collateral for the loan, the Company
assigned the receivables from lease agreements and store rights in the financed developments, which should correspond, at least, to a minimal movement
equivalent to 120% of one monthly installment, since the inauguration of Park Shopping So Caetano, until the debt is fully settled. On September 30, 2013,
the 1st amendment to the financing agreement was signed, changing: (i) the contracts adjustment rate from Referential Rate (TR) + 9.75% per year to TR +
9.35% per year, and (ii) the final repayment deadline from August 15, 2020 to August 15, 2025.
(d)
On November 19, 2009, the Company entered into with Banco ABN AMRO Real S.A., later merged into Banco Santander, a loan agreement to finance the
renovation and expansion of BH Shopping, in the amount of R$102,400. Such financing bore interest of 10% p.a. plus the Referential Rate (TR), and will be
repaid in 105 monthly, consecutive installments beginning December 15, 2010. The amount of R$97,280 was released until September 30, 2015. The loan is
collateralized by the chattel mortgage of 35.31% of the financed property, which results in an amount of R$153,599 (contract execution date) for the
collateralized portion, and assigned the receivables from lease contracts and the rights on the financed property, which correspond, at least, to a minimum
volume equivalent to 120% of one monthly installment until the debt is fully settled. On August 28, 2013, the 1st amendment to the financing agreement was
signed, changing: (i) the financial covenant of total bank debt / EBITDA less than or equal to 4 times to "net bank debt" / EBITDA less than or equal to 4
times, (ii) the rate of operation of TR + 10% p.a. to TR + 8.70% p.a.
Financial Covenants of the contract:
Total debt/ shareholders equity less than or equal to 1.
Net debt/ EBITDA less than or equal to 4x.
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
(e)
On November 30, 2010, the Company entered into a bank credit note with Banco Ita Unibanco S.A. for the construction of Shopping Village Mall,
amounting to R$270,000. Such financing bore interest based on the Referential Rate (TR) plus 9.75% p.a. and it will be repaid in 114 consecutive, monthly
installments, the first maturing on March 15, 2013. All financing amount was released through September 30, 2015, including the additional amount of
R$50,000, signed on July 4, 2012. The credit note is collateralized by mortgage on the land and all accessions, constructions, facilities and improvements
therein, which were assessed at the amount of R$370,000 as at that date. Additionally, the Company assigned the receivables from lease agreements and
rights on the stores in the financed development, which correspond, at least, to a minimal movement equivalent to 100% of the amount of one monthly
installment, beginning January, 2015, until the debt is fully settled. On July 4th, 2012, the Company signed an amendment to the bank credit note for the
construction of Shopping Village Mall, changing the following: (i) the total amount contracted from R$270,000 to R$320,000, (ii) The covenant of net debt
to EBITDA from 3.0x to 3.25x, and (iii) The starting date for checking the restricted account from January 30, 2015 to January 30, 2017. On September 30,
2013, the 2nd amendment to the financing agreement was signed, changing: (i) the contracts adjustment rate from Referential Rate (TR) + 9.75% per year
to TR + 9.35% per year, (ii) the final repayment deadline from November 15, 2022 to November 15, 2025, and (iii) the net debt covenant from 3.25 times
the EBITDA to 4.0 times the EBITDA.
All other terms of the original contract remain unchanged.
Financial Covenants of the contract:
Net debt/ EBTIDA less than or equal to 4.0 x.
EBITDA/ net financial expenses greater than or equal to 2x.
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
(f)
On June 6, 2011, the Company entered into loan agreement 11.2.0365.1 with the Brazilian Development Bank (BNDES) to finance the construction of
Jundia Shopping. The aforementioned credit was subdivided as follows: R$ 117,596 referring to subcreditA, R$ 5,304 to subcredit B and R$ 1,229 to
subcredit "C". Tranche A will bear long-term interest 2.38% (TJLP) plus 1.00% p.a., tranche B, which will be used to purchase machinery and
equipment, will bear TJLP plus 1.48% p.a. and tranche C, which will be used to invest in social projects in the City of Jundia, will bear TJLP without
spread. All tranches have been repaid in 60 consecutive, monthly installments, the first maturing on July 15, 2013. All financing amount was released
through September 30, 2015. No guarantee was granted for this instrument.
As mentioned in Note 1.1., the decrease in the parent refers to the transfer of the loan to the investee Jundia Shopping Center Ltda.
Financial Covenants of the contract:
Total debt/Total assets less than or equal to 0.50
EBITDA margin greater than or equal to 20%
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
(g)
On October 4, 2011, the Company entered into financing agreement 11.2.0725.1 with the National Bank for Economic and Social Development - BNDES to
finance the construction of ParkShopping Campo Grande. The aforementioned credit was subdivided as follows: R$ 77,567 referring to subcreditA, R$
19,392 to subcredit B, R$ 1,000 to subcredit C, and R$ 1,891 to subcredit "D". Tranche A bears interest of 2.32% p.a. above the Long-Term Interest
Rate (TJLP) plus interest of 1% p.a. Tranche B bears interest of 2.32% p.a. above the referential rate informed by BNDES based on the rate of return of
NTN-B. Tranche C, which will be used to invest in social projects in the municipality of Rio de Janeiro, bears TJLP. Tranche D, which will be used to
purchase machinery and equipment, bears interest of 1.42% p.a. above the TJLP. Tranches "A", "C" and "D" will be repaid in 60 monthly, consecutive
installments, the first maturing on November 15, 2013, and tranche "B" will be repaid in 5 annual, consecutive installments, the first maturing on October 15,
2014. All financing amount was released through September 30, 2015. No guarantee was granted for this instrument.
As mentioned in Note 1.1, the decrease in the parent refers to the transfer of the loan to the investee Parkshopping Campo Grande Ltda.
Financial Covenants of the contract:
Total debt/Total assets less than or equal to 0.50
EBITDA margin greater than or equal to 20%
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
(h)
The balance payable to Companhia Real de Distribuio arises from the intercompany loan with merged subsidiary Multishopping to finance the
construction of BarraShopping Sul, to be settled in 516 monthly installments of R$4, as from the hypermarket inauguration date in November 1998, with no
interest or inflation adjustment.
57
(i)
On January 19, 2012, the Company entered into a bank credit note with Banco do Brasil in the total amount of R$175,000, in order to strengthen its cash
position. No guarantee was granted. Interest will be paid semiannually and principal as follows:
Initial date
Final date
Amount
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/13/2014
07/13/2014
01/13/2015
07/13/2015
01/13/2016
07/13/2016
01/13/2017
07/13/2017
01/13/2018
07/13/2018
01/13/2019
15,909
15,909
15,909
15,909
15,909
15,909
15,909
15,909
15,909
15,909
15,909
Interest rate
110% of CDI
110% of CDI
110% of CDI
110% of CDI
110% of CDI
110% of CDI
110% of CDI
110% of CDI
110% of CDI
110% of CDI
110% of CDI
On August 6, 2012, the Company contracted eight credits notes (CCB), with Banco Ita BBA, in total amount of R$100,000 in order to consolidate its cash
position. No guarantee was granted for such instruments. The interests will be paid semiannually and principal in 1 installment to be paid on August 8, 2016.
On 20 October, 2015 the Company estabilished into an amendment to the bank changing the due date to 09/15/2018 and the rate to 108.5% of CDI.
Initial date
Final date
Amount
Interest rate
08/06/2012
09/15/2018
100,000
108.50% of CDI
On October 31, 2012, the Company contracted a bank credits note (CCB), with Banco do Brasil S/A, in total amount of R$50,000 in order to consolidate its
cash position. No guarantee was granted. Interest will be paid quarterly and principal in 1 installment to be paid on October 30, 2017.
Initial date
Final date
Amount
Interest rate
10/31/2012
10/30/2017
R$ 50,000
110.0% of CDI
On December 11, 2012, the Company entered into a bank credit note with Banco Bradesco S/A in the total amount of R$300,000, in order to strengthen its
cash position. No guarantee was granted. Interest will be paid semiannually and principal in three annual installments as follows.
Initial date
Final date
Amount
Interest rate
12/11/2012
12/11/2012
12/11/2012
11/16/2017
11/12/2018
11/05/2019
R$ 100,000
R$ 100,000
R$ 100,000
On August 07, 2013, the subsidiaries Multiplan Greenfield II Empreendimento Imobilirio Ltda and Multiplan Greenfield IV Empreendimento Imobilirio
Ltda signed with Banco Santander S.A. a loan agreement to finance the construction of the project Morumbi Corporate, located in So Paulo. The total
contracted amount was R$ 400,000, and each company was responsible for its interest in the project, as follows: 49.3104% to Multiplan Greenfiled II and
50.6896% to Multiplan Greenfiled IV. This financing bears interest of 8.70% p.a., plus the Referential Rate (TR), and has been repaid in 141 monthly
installments beginning November 15, 2013. As of September 30, 2015, the financing had been fully released. As a collateral for the loan, the subsidiaries
collateralized the fraction of 0.4604509 of financed property. Such fraction is represented by a number of independent units, and assigned the receivables
from lease contracts and the rights on the financed property, which shall correspond, at least, to a minimum volume equivalent to 120% of the amount of one
monthly installment until the debt is fully settled. In addition to these guarantees, the Parent Company Multiplan Empreendimentos Imobilirios was the
guarantor of the subsidiaries.
Financial Covenants of the contract:
There are no financial covenants herein
58
(n)
On October 16, 2014, the Company entered into a credit facility agreement with Banco do Brasil S/A, for the construction of the seventh expansion of the
BarraShopping, located in the city of Rio de Janeiro, which was concluded in 2014. The total amount contracted was R$ 100,000. This financing bears
interest of 8.90% p.a., plus the Referential Rate (TR), and has been repaid in 108 monthly installments beginning August 15, 2015. As collateral for the loan,
the Company provided a Bank Deposit Certificate (CDB) corresponding to 120% of the amount of a monthly installment up to the full settlement of the
debt. Financing amount of R$ 97,000 was released through September 30, 2015, being R$ 94,426 net of funding costs and tax on financial transactions
(IOF).
Financial Covenants of the contract:
Net debt/ EBTIDA less than or equal to 4.0 x.
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
(o)
On May 25, 2015, the subsidiary ParkShopping Canoas Ltda estabilished into a credit facility agreement with Banco Bradesco S.A., collateralized by a
mortgage, for construction of the ParkShopping Canoas mall in the city of Canoas, State of Rio Grande do Sul. The total amount contracted was R$ 280,000
and financing bears interest of 9.25% p.a., plus the Referential Rate (TR), and has been repaid in 144 monthly installments beginning April 25, 2019. As
collateral for the borrowing, the subsidiary provided a mortgage on 80% of the property for which the financing was obtained, and assigned 80% of the
receivables from the lease agreements of this property, which shall correspond to at least 120% of the amount of one monthly installment until the full
settlement of the debt. In addition to these guarantees, the Parent Company Multiplan Empreendimentos Imobilirios was the guarantor of the subsidiary.
Financing amount of R$ 28 was released through September 30, 2015.
(p)
Financial Covenants of the contract:
There are no financial covenants herein
As of September 30, 2015, the Company satisfied all covenants of loan and financing agreements in effect.
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
14
Parent
company
Consolidated
Parent
company
Consolidated
23,561
243,143
621,156
48,532
326,989
935,954
203,501
242,005
624,105
285,217
323,720
927,352
887,860
1,311,475
1,069,611
1,536,289
Funding costs
2016
2017
2018 onwards
(858)
(4,054)
(10,808)
(1,109)
(5,053)
(17,809)
(3,640)
(4,031)
(11,661)
(4,643)
(5,031)
(18,660)
(15,720)
(23,971)
(19,332)
(28,334)
872,140
1,287,504
1,050,279
1,507,955
Accounts payable
September 30, 2015
Suppliers
Contractual retentions
Compensations payable
Labor obligations
Parent
company
Consolidated
Parent
company
Consolidated
9,521
7,741
350
31,315
32,615
12,256
1,849
31,597
16,902
7,712
1,891
33,310
37,990
11,789
4,291
35,346
48,927
78,317
59,815
89,416
59
15
Debentures
3rd issue of debentures for primary public distribution
On October 15, 2014, the Company completed the 3rd issue of debentures for primary public
distribution, in the amount of R$400,000. 40,000 simple, non-convertible, book-entry,
registered and unsecured debentures were issued in a single series for public distribution with
restricted efforts, on a firm guarantee basis, with par value of R$10. The transaction will be
repaid in two equal installments at the end of the fifth and sixth year with bear semi-annual
interest. The final issuance price was set on September 25, 2014 through a book building
procedure with remuneration set at 100% of the accumulated fluctuation of average daily DI
rates increased on a compounded basis by a spread or surcharge of 0.87% p.a. The total
estimated debentures transaction cost was R$ 2,055. The net proceeds obtained by the Company
with the Issuance will be fully used to (i) perform the early redemption of the total simple, nonconvertible, unsecured, single-series debentures of the Company's second issuance; And (ii) the
remaining balance to defray general expenses and settle short- and long-term debts and/or
reinforce the working capital of the Company and/or its subsidiaries. The financial covenants of
these debentures was: (i) net debt/ EBITDA less than or equal to 4.0; (ii) EBITDA/ net interest
expense greater than or equal to 2.
On April 15, 2015, interest totaling R$ 21,851 was paid.
As of September 30, 2015, the Company presents the financial ratios within the limits preestablished in the indenture.
Ebtida used to calculate financial covenants follow the definition set forth in the loan
agreements.
Any change or renegotiation of terms or conditions in the aforementioned Indenture should be
approved by debenture holders, subject to the rules and quorum set forth therein.
60
16
Consolidated
Parent
company
Consolidated
269
10,275
6,025
20,367
14,479
269
15,198
269
15,198
11,227
5,684
269
269
51,415
15,467
32,378
3,853
3,012
19,282
22,436
10,425
7,104
-
48,583
17,529
269
99,998
15,467
49,907
Current
Land So Caetano (a)
Land So Caetano - Quadra H (b)
Land Canoas (c)
Land Jacarepagu (d)
Construction Potential - Barra (e)
Others
Non-current
Land So Caetano - Quadra H (b)
Land Canoas (c)
Land Jacarepagu (d)
Construction Potential - Barra (e)
Total
(a)
Through a purchase and sale agreement dated July 9, 2008, the Company acquired a plot of land in the city of So
Caetano do Sul. The acquisition price was R$ 81,000, of which R$ 10,000 was paid upon the execution of the contract.
On September 8, 2009, through a partial renegotiation purchase and sale private instrument and other covenants, the
parties recognized the outstanding balance of R$71,495, partially adjustable, to be settled as follows: (i) R$ 4,000 on
September 11, 2009; (ii) R$ 4,000 on December 10, 2009; (iii) R$247 on October 10, 2012 adjusted based on the IGP-M
fluctuation plus interest of 3% per year as from the instrument signature date; (iv) R$31,748 in 64 monthly installments,
adjusted in accordance based on the IGP-M fluctuation plus interest of 3%, in the amount of R$540, the first installment
maturing on January 10, 2010; and (v) R$31,500, subject to adjustment (if the amount is paid in cash), to be settled
according to the Companys choice, through transferring of the built area (6,600 m) or in 36 monthly end successive
installments monetarily restated by the IGP-M plus 3% interest per year being the first installment due on October 9,
2012, as set forth in the instrument.
On May 22, 2012, the Company opted to pay the amount relating to item (v) above in cash.
On September 15, 2015, the Company settled last installment related to acquisition of this property.
(b)
Through a purchase and sale agreement dated June 7, 2013, the Company acquired, by means of its subsidiary Morumbi
Business Center Ltda, a plot next to ParkShopping So Caetano, located in the city of So Caetano do Sul. The
acquisition price was R$46,913, of which R$11,728 was paid on the signature date. The remaining balance of R$35,185
will be settled as follow: (i) 48 monthly installments of R$367, the first maturing on July 7, 2013 and (ii) 36 monthly
installments of R$489, the first maturing on July 7, 2013. Payments are monetarily restated by IGP-M fluctuation plus
interest of 2% p.a.
61
(c)
By means of the Private Instrument for Purchase and Sale dated August 15, 2013, the Company, by means of its
subsidiary, Multiplan Greenfield VII Empreendimento Imobilirio Ltda. Promised to acquire, from Unipark
Empreendimentos e Participaes Ltda., 84.5% of a piece of land measuring 93,603.611 m, located in the municipality
of Canoas, state of Rio Grande do Sul, for R$ 51,000. That amount will be settled as follows: (i) R$ 33,000 by assuming
the obligation to build a shopping center in that location (which will include the 15.5% fraction retained by the land
seller) and (ii) R$ 18,000 in cash. The cash portion, in turn, will be settled as follows: (i) R$ 2,000 as a down payment,
which was paid upon the promising agreement, and; (ii) R$ 16,000 in 36 successive monthly installments, the first of
which in the amount of R$ 446 and the others in the amount of R$ 444.4, the first maturing 30 days after the approval of
the shopping center architectural design and subsequent obtaining of the construction permit, and the other installments
on the same day in subsequent months. This condition was fulfilled on March 27, 2014, in a manner that the payment of
this portion started on April 27, 2014. Those amounts will be corrected in accordance with the positive variation of the
General Market Price Index of the Getulio Vargas Foundation (IGP-M/FGV), by adopting as base date the date when the
Instrument was signed.
(d)
On July 8, 2015, the final deed of purchase of land was signed, ratifying all the terms of the purchase and sale agreement.
Through the Deed of Purchase and Sale signed on May 29, 2015, the Company, through its subsidiary ParkShopping
Jacarepagu Ltda, agreed to acquire 91% of a plot of land of 94,936.02 square meters, located in the city of Rio de
Janeiro, from CCISA05 Incorporadora LTDA., for R$ 96,798. That amount will be settled as follows: (i) R$ 34,107 by
assuming the obligation to build a shopping center in that location (which will include the 9% fraction retained by the
land seller) and (ii) R$ 62,691 in cash. The cash portion, in turn, will be settled as follows: (i) R$ 20,322 was paid upon
the execution of the deed, and; (ii) R$ 32,136 in 40 consecutive monthly installments, the first of which totaling R$ 803
and falling due 30 days from the date of execution of the deed, and the remaining installments on the same day of the
subsequent months, and (iii) R$ 10,232 within 180 days from the date of execution of the deed. Items (ii) and (iii) above
shall be subject to restatement from the date of execution of the deed until the due dates by the variation of the CDI rates
(100%).
(e)
By means of a Public Agreement for Assignment of Transferable Construction Potential entered into on April 6, 2014,
the Company, through its subsidiary Multiplan Greenfield III Empreendimento Imobilirio Ltda, acquired 12,000 square
meters of construction potential from J.J. Coimbra Participaes LTDA, for R$ 65,400. This amount will be settled as
follows: (i) R$ 22,890 on the execution date; (ii) R$ 42,510 in 36 consecutive monthly installments of R$ 1,181, bearing
interest at the CDI rate from the execution date until the actual due date of each installment.
The non-current portion for liabilities for acquisition of assets matures as follow:
2016
2017
2018
62
September 30,
2015
Consolidated
Consolidated
8,743
27,886
11,954
14,104
3,425
-
48,583
17,529
17
Parent
company Consolidated
INSS payable
PIS and COFINS payable
Service tax payable
Income and social contribution taxes payable
IRRF on Interest on own capital (JCP)
Others
18
18.1
Parent
company
Consolidated
97
5,540
18,761
-
330
7,260
1,401
19,151
10,584
139
11,761
127
4,393
11,938
535
451
13,806
1,895
6,585
11,938
10,501
24,398
38,726
28,893
45,176
December 31,
2014
Additions
Writeoffs
September 30,
2015
1,244
9,391
3,863
5
364
725
-
(6,650)
(254)
-
1,244
3,105
4,334
5
14,503
1,089
(6,904)
8,688
Consolidated
December 31,
2014
Additions
Writeoffs
September 30,
2015
1,244
9,979
4,032
67
385
1,099
-
(6,898)
(294)
-
1,244
3,466
4,837
67
15,322
1,484
(7,192)
9,614
Provisions for administrative proceedings and lawsuits processes were recognized to cover
probable losses on administrative proceedings and lawsuits related to civil, tax and labor issues,
in an amount considered sufficient by Management, based on the opinion of its legal counsel, as
follows:
(a)
The Company was a party to lawsuits involving the collection of PIS (Social Integration Program contribution) and
COFINS (Social Contribution on Income) on lease income and other income that does not meet the definition of
gross income, pursuant to Law No. 9,718/98, referring to the period from 1999 to 2004. These taxes were calculated
in accordance with prevailing tax laws and deposited with the courts.
63
Currently, the provision comprises only the PIS amounts levied on lease income, considering final favorable court
decisions obtained in these lawsuits disputing the levy of these contributions on other income. The Company
requested in court the conversion into income of the deposits referring to the accrued portion and the release of the
other amounts. Up to now, the Company is awaiting the total fulfillment of its request.
(b)
The subsidiary Renasce was a defendant in a claim filed by the Electoral Court in connection with donations made in
2006 in excess of the limit allowed by the Electoral Law. In September 2012, based on the opinion of its legal advisors,
the Company constituted a provision for risks totaling R$ 5,663. This measure was taken due to the final and
unappealable decision rendered by the Superior Electoral Court in the records of the Special Electoral Appeal, Renasce
was sentenced by the lower court to pay an electoral fine in the amount provisioned. In March 2015, Renasce started
paying the aforementioned fine, which will be settled in sixty (60) consecutive monthly installments.
(c)
In March 2008, based on the opinion of its legal counselors, the Company recognized provision for contingencies and
a correspondent escrow deposit in amount of R$3,228 relating to two indemnity claims filed by the relatives of
victims in a homicide which occurred in the Cinema V of Morumbi Shopping (MBS) on November 3, 1999,
requiring the payment of indemnity for material damage (pension payment) and pain and suffering. Currently, six
lawsuits relating to the incident at the MBS cine are in the Superior Court and two have already been judged.
Given to the precedent originated by the Superior Court decision in the trial mentioned above and due to the fact, the
Companys legal counselors reassessed their prognostic in these case and classified as possible and the provision
previously formed, reversed in the quarter ended September 30, 2012.
The remaining balance of the provisions for civil contingencies consists of various claims in insignificant amount
filed against the shopping centers in which the Company holds equity interest.
(d)
The Company is also a party to a civil class action brought by the Public Prosecution Office of Labor before the
Regional Labor Court of the State of Rio Grande do Sul, where matters related to the compliance with occupational
safety and health laws at the construction site of BarraShoppingSul are discussed. In this action, the Public Prosecution
Office of Labor requested that the Company be sentenced to pay indemnity for collective pain and suffering in the
amount of R$6,000 and daily fine by breach in the amount of R$5, by employee, and also, its joint liability for the
performance of all labor obligations of the companies engaged to carry out the construction work. The action was
assigned to the 28th Labor Court of Porto Alegre. The Company was sentenced by the lower court to pay indemnity as
collective pain and suffering of R$300 and daily fine for breach of occupational safety and health laws in connection
with the employees of companies engaged to carry out the construction work.
Additionally, the Labor Court acknowledged the Companys joint liability together with the
companies engaged to carry out the construction work. This lawsuit received a final decision,
which condemned Multiplan to pay indemnity for collective damages in the amount of R$ 200
and indemnity for property damages in the amount of R$ 150. Due to the aforementioned award,
on July 29, 2013, we settled the debt, in the amount of R$ 393. Although the debt has been settled,
the lawsuit is still in progress, since the Ministry of Labor is still investigating compliance with
occupational safety and health regulations at the construction sites around BarraShoppingSul
mall.
Since the Public Civil Action was caused by a breach of safety and occupational medicine rules
in the performance of works of BarraShoppingSul project, and Racional Engenharia is the
company responsible for the construction, we made an agreement with Racional so that it will
repay the amount of R$ 393.
64
December 31,
2014
19,853
9,624
18,367
26,245
14,267
18,873
Total
47,844
59,385
Tax
In December 2011, the Company was notified by the Brazilian Federal Revenue Service, which
notification gave rise to two administrative proceedings:
Tax
a.
ITBI (Property Transfer Tax) collection arising from full merges of companies which owned
properties. The disputes regarding the levy of this tax are concentrated in the cities of So Paulo
(R$ 6,249), Braslia (R$ 1,708) and Belo Horizonte (R$ 5,494). In all cases, the Company requests
the acknowledgment of the non-applicability of ITBI (Property Transfer Tax) based on the
provisions of Article 37, paragraph 4, of the Brazilian Tax Code.
The Company filed a Writ of Mandamus to stay the collections in Curitiba and Braslia. Process
referring to municipality of Curitiba (R$6,341) obtained favorable final decision at Federal
Supreme Court STF in the last quarter. The disputes in Braslia obtained unfavorable decisions
in the first and second instances and are awaiting judgment by the superior courts (Superior Court
of Justice and Supreme Federal Court). In So Paulo, four tax collection proceedings have been
filed and are still pending judgment.
In Belo Horizonte, four disputes continue at the administrative level. The Company obtained a
favorable decision in the first instance in two of the lawsuits and is awaiting judgment of the
appeal.
Labor
The Company is a defendant in 227 labor claims filed against the Shopping Centers where it
holds equity interest, in a total estimated amount of R$18,367, no labor claim was considered as
individually significant.
65
In addition, it is a party to public civil lawsuit proposed by the Labor Public Prosecution Office
in Paran State Regional Labor Court due to alleged sign of Condominium irregularity
regarding existence of day care in the site so that working mothers may keep their children
under surveillance in breastfeeding period and administrative proceedings with the Paran State
Labor Public Prosecution Office that questions legality of work in shopping malls on Sundays
and holidays and non-compliance with disabled employees share. There is a civil inquiry with
the Public Labor Prosecution Office of Minas Gerais State about a place to safeguard female
workers children during breastfeeding period.
As of December 31, 2014, the Company did not recognize any amount with respect to said civil
class action since its legal counsel assess the likelihood of loss as possible. As at December 31,
2014, with respect to administrative proceedings, the Company did not recognize any amount
since, despite the fine be estimated as probable, a potential penalty imposed at the
administrative level may be challenged at court. The Company believes that the likelihood of
loss of this action is possible.
Contingent assets
a.
On June 26, 1995, the consortium comprising the Company (successor of Multishopping
Empreendimentos Imobilirios S.A.) and Bozano, Simonsen Centros Comerciais S.A., Pinto de
Almeida Engenharia S.A., and In Mont Planejamento Imobilirio e Participaes Ltda.
advanced the amount of R$6,000 to the Clube de Regatas do Flamengo to be deducted from the
income earned by the Club after the opening of the shopping center located in Gvea, which
was the object of the consortium. However, the project was cancelled, and Clube de Regatas do
Flamengo did not return the amount advanced. The consortium members decided to file a
lawsuit claiming the reimbursement of the amount advanced. The Club filed motions for stays
of execution, but they were ruled as groundless by a decision of the Court of Justice of the State
of Rio de Janeiro. Currently, those stays of execution are the object of a special appeal filed by
the Club, and pending a decision. The lawyers in charge of defending the Companys interest
consider that the likelihood of a favorable outcome in that appeal is improbable, and for this
reason they expect that the decision on the groundlessness of the status of execution will be
upheld. Accordingly, they consider as probable the likelihood of a favorable outcome in the outof-court execution of the security.
66
Although the restated amount of the debt can be calculated, it is not feasible to determine when
it will be received, and, for this reason, the Company did not record the total amount of the debt
in its books, but only the amounts that are being received by means of constrictional acts of the
mentioned execution.
Regarding the amounts received, the Company recognized as income the amount of R$1,911 in
fiscal year 2012, and R$872 in fiscal year 2013. No receipts during the year ended December
31, 2014.
18.2
Judicial deposits
Parent company
Judicial deposits
Additions
Write-offs
September 30,
2015
5,027
5,080
642
527
383
114
-
(37)
(24)
-
5,027
5,426
732
527
11,276
497
(61)
11,712
Consolidated
Judicial deposits
(a)
19
Additions
September 30,
2015
Write-offs
5,748
31
6,007
663
920
673
114
-
(37)
(53)
-
5,748
31
6,643
724
920
13,369
787
(90)
14,066
The balance of the PIS and COFINS deposits refers to the court disputes described in Note 18, item a.
Current
Non-current
Parent
company
Consolidated
Parent
company
Consolidated
85,464
(85,050)
1,389
127,587
(111,605)
1,389
100,771
(79,678)
1,429
144,879
(108,112)
1,429
1,803
17,371
22,522
38,196
17,787
(15,984)
23,909
(6,538)
24,394
(1,872)
33,541
4,655
67
(a)
20
a.
Refers to cost related to brokerage of assignment of rights and key money. The key money is an incentive offered by the
Company to a few storeowners for them to establish in a shopping center of Multiplan Group.
Shareholders' equity
Capital
As of September 30, 2015, the Companys capital is represented by 189,997,214 common and
preferred shares (189,997,214 common and preferred shares as at December 31, 2014)
registered and book-entry, with no par value, distributed as follows:
Number of shares
September 30, 2015
Shareholder
Multiplan Planejamento. Participaes e Administrao
S.A.
1700480 Ontrio Inc.
Jos Isaac Peres
FIM Multiplus Investimento no Exterior Credito
Privado
Fundo de Investimento de Aes Cabral
Maria Helena Kaminitz Peres
Outstanding shares
Board of Directors and Executive Board
Total outstanding shares
Treasury shares
Common
Preferred
Total
Common
Preferred
Total
42,123,783
42,947,201
9,745,691
11,858,347
-
42,123,783
54,805,548
9,745,691
42,123,783
42,947,201
10,145,691
11,858,347
-
42,123,783
54,805,548
10,145,691
1,082,068
85,000
2,459,756
77,519,091
157
1,082,068
85,000
2,459,756
77,519,091
157
1,082,068
2,459,756
77,570,053
157
1,082,068
2,459,756
77,570,053
157
11,858,347 187,821,094
176,328,709
175,962,747
2,176,120
178,138,867
b.
2,176,120
1,810,158
11,858,347 189,997,214
178,138,867
11,858,347 188,187,056
-
1,810,158
11,858,347 189,997,214
Treasury shares
The Company acquired 6,568,500 common shares up to September 30, 2015 (5,336,100 up to
September 30, 2014). Up to September 30, 2015, 4,392,380 shares were used to settle the
exercise of stock options. As of September 30, 2015, treasury shares totaled 2,176,120 shares
(1,550,158 shares as of September 30, 2014). For further information, see Note 21.
As of September 30, 2015, the percentage of outstanding shares (outstanding and Board of
Directors and Executive Board shares) is 40.80% (41.07% as of September 30, 2014). The
treasury shares were acquired at a weighted average cost of R$ 47.94 (value in reais), a
minimum cost of R$ 9.80 (value in reais) and a maximum cost of R$59.94 (value in reais). The
share trading price calculated based on the last price quotation before period end was R$ 42.40
(value in reais).
c.
68
The gross amount of R$ 90,000 on June 30, 2015 to the Companys shareholders registered as
such on the said date, determining the amount of R$0.47707118 per share, before the
withholding of 15% of income tax, except for those shareholders who are tax-exempt or taximmune as set forth in the applicable laws. This amount will be paid to the Company's
shareholders by December 31, 2015.
The gross amount of R$ 70,000 on June 30, 2014 to the Companys shareholders registered as
such on the said date, determining the amount of R$0.37265147 per share, before the
withholding of 15% of income tax, except for those shareholders who are tax-exempt or taximmune as set forth in the applicable laws. This amount was paid to the shareholders on
November 18, 2014 and was attributed to the minimum compulsory dividend for the year ended
December 31, 2014, at net value.
(ii)
The gross amount of R$ 85,000 on December 22, 2014 to the Companys shareholders
registered as such on the said date, determining the amount of R$0.45153429 per share, before
the withholding of 15% of income tax, except for those shareholders who are tax-exempt or taximmune as set forth in the applicable laws. This amount was paid to the Companys
shareholders on May 18, 2015 and was attributed to the minimum compulsory dividend for the
year ended December 31, 2014, at net value.
2014
Net income (loss) for the year
Allocation to legal reserve
368,201
(18,410)
349,791
87,448
133,033
The total amount of interest on own capital is within the limits set forth in Paragraph 1, Article 9
of Law 9.249/95.
Dividends approved in 2015
69
On February 20, 2015, the Company's Board of Directors approved the proposal for distribution
of supplementary dividends totaling R$ 19,896, based on the balance sheet at December 31,
2014, to be paid within 60 days from the date of the Company's Annual Shareholders' Meeting.
On April 29, 2015, this distribution, totaling R$ 19,896, was approved by the Company's
Annual Shareholders' Meeting, to be paid to the Companys registered shareholders on May 18,
2015.
21
a.
Share-based payment
Stock option plan program (to be settled in membership certificates)
The Extraordinary General Meeting held on July 6, 2007 approved a Stock Option Plan to its
management, employees and service providers or those of other entities under the Companys
control.
Such plan is managed by the Board of Directors, and the Chief Executive Officer is responsible
for determining the holders of the stock options.
Options granted, under the Stock Option Plan approved in 2007, do not confer on their holders
the right to buy shares based on a number of shares exceeding 7% of the Companys capital at
any time. The dilution corresponds to the percentage represented by the number of stock options
divided by the total number of shares issued by the Company.
The issuance of our shares through the exercise of stock options under the Stock Option Plan
would result in a dilution for our shareholders since the stock options to be granted under the
Stock Option Plan can confer acquisition rights on a volume of shares of up to 5% of our
capital, not considering the options of the CEO or 7% considering it. As of September 30, 2015,
the percentage of stock options granted is 4.8084% of capital, without considering the CEOs
options, and 5.8598% when the CEOs options are considered.
The beneficiaries eligible to the Stock Option Plan can exercise their options within up to four
years as from the grant date. Each stock option granted can be converted into a Company
common share at the time of exercise of the option or settled in cash. The vesting period will be
of up to two years, with redemption of 33.4% after the second anniversary, 33.3% after the third
anniversary, and 33.3% after the fourth anniversary.
The option price shall be based on the average price of the Companys shares of the same class
and type over the last 20 (twenty) trading sessions on the So Paulo Stock Exchange (Bovespa)
immediately prior to the option grant date, weighted by the trading volume, adjusted for
inflation based on the IPCA, or based on any other index determined by the Board of Directors,
through the option exercise date.
The Company offered nine stock option grants from 2007 to September 30, 2015, which satisfy
the maximum limit of 7% provided for in the plan:
70
% of options released
to be exercised
Program 1
180 days after the Initial Public Offering 01/26/2008
Program 2
As from the second anniversary - 12/20/2009
As from the third anniversary - 12/20/2010
As from the fourth anniversary - 12/20/2011
Program 3
As from the second anniversary - 06/04/2010
As from the third anniversary - 06/04/2011
As from the fourth anniversary - 06/04/2012
Program 4
As from the second anniversary - 04/13/2011
As from the third anniversary - 04/13/2012
As from the fourth anniversary - 04/13/2013
Program 5
As from the second anniversary - 03/04/2012
As from the third anniversary - 03/04/2013
As from the fourth anniversary - 03/04/2014
Program 6
As from the second anniversary - 03/23/2013
As from the third anniversary - 03/23/2014
As from the fourth anniversary - 03/23/2015
Program 7
As from the second anniversary - 03/07/2014
As from the third anniversary - 03/07/2015
As from the fourth anniversary - 03/07/2016
Program 8
As from the second anniversary - 05/14/2015
As from the third anniversary - 05/14/2016
As from the fourth anniversary - 05/14/2017
Program 9
As from the second anniversary - 04/15/2016
As from the third anniversary - 04/15/2017
As from the fourth anniversary - 04/15/2018
(*)
Maximum
quantity of
shares (*)
Quantity of
options exercised
up to September
30, 2015
100%
1,497,773
1,497,773
33.4%
33.3%
33.3%
32,732
32,634
32,634
32,732
32,634
32,634
33.4%
33.3%
33.3%
312,217
311,288
311,295
312,217
311,288
311,295
33.4%
33.3%
33.3%
419,494
418,246
418,260
419,494
418,246
418,258
33.4%
33.3%
33.3%
322,880
321,927
316,290
291,273
290,384
274,036
33.4%
33.3%
33.3%
433,228
425,277
415,295
358,187
337,608
290,877
33.4%
33.3%
33.3%
443,532
432,220
432,228
160,651
97,229
3,337
33.4%
33.3%
33.3%
544,269
542,640
542,641
33.4%
33.3%
33.3%
726,299
724,125
724,126
Number of shares cancelled due to the termination of the Companys employees before the minimum option exercise
term.
The average weighted fair value of call options on grant dates, as described below, was
estimated using the Black-Scholes option pricing model, based on the assumptions listed below:
71
Price on the
grant date (1)
Index of
adjustment
Quantity
9.80
22.84
20.25
15.13
30.27
33.13
39.60
56.24
48.03
R$ 25.00 (2)
R$ 20.00
R$ 18.50
R$ 15.30
R$ 29.65
R$ 33.85
R$ 39.44
R$ 58.80
R$ 48.90
IPCA
IPCA
IPCA
IPCA
IPCA
IPCA
IPCA
IPCA
IPCA
1,497,773
114,000
1,003,400
1,300,100
966,752
1,297,110
1,347,960
1,689,550
2,214,550
Program 1
Program 2
Program 3
Program 4
Program 5
Program 6
Program 7
Program 8
Program 9
(1)
Closing price on the last day used in the pricing of the stock option plan
(2)
Issue price upon the Companys going public on June 27, 2007
Program 1
Program 2
Program 3
Program 4
Program 5
Program 6
Program 7
Program 8
Program 9
Volatility
Risk-free rate
Average
maturity
Fair value
48.88%
48.88%
48.88%
48.79%
30.90%
24.30%
23.84%
20.58%
18.15%
12.10%
12.50%
12.50%
11.71%
6.60%
6.30%
From 3.69 to 4.40%
From 2.90 to 3.39%
From 5.22 to 6.09%
3.25 years
4.50 years
4.50 years
4.50 years
3.00 years
3.00 years
3.00 years
3.00 years
3.00 years
R$ 16.40
R$ 7.95
R$ 7.57
R$ 7.15
R$ 7.28
R$ 7.03
R$ 6.42
R$ 9.95
R$ 8.55
The volatility used in the model was based on the standard deviation of historical MULT3, or in
a panel of companies of the sector, in accordance with the stock fluctuation availability and
consistency presented in the market and in the appropriate period. The dividend yield was based
on Companys internal models considering the maturity of each option. The company did not
consider the options anticipated exercise and any market condition other than the assumptions
above.
72
7,398,395
9,028,970
11,133,550
11,133,550
23.76
34.99
39.45
42.66
1,347,960
1,669,550
2,174,550
-
41.34
57.76
49.73
-
3,514,828
4,274,179
5,283,715
5,890,153
18.01
20.00
23.42
25.25
1,083,556
759,351
1,009,536
606,438
24.80
29.23
37.89
41.15
3,704,313
4,868,254
6,049,707
7,531,446
18.36
21.45
25.68
31.65
1,039,140
1,163,941
1,181,453
1,481,739
25.89
31.53
42.87
55.10
3,883,567
4,754,791
5,849,835
7,744,380
35.50
45.83
50.85
53.49
(*)
(**)
Price**
(R$)
Net amount of shares canceled due to the termination of the Companys employees before the minimum option
exercise term.
Price set by the end of the period or the date of exercise.
For share options exercised during 2013, the weighted average market price of shares was R$
58.21. In 2014, the weighted average market price of the shares was R$ 53.21. In the first nine
months of 2015, the weighted average market price of the shares was R$ 55.79.
73
The effect of the recognition of the payment based on shares in the Shareholders equity and in
Income, in the quarter ended September 30, 2015, was R$9,590 (R$ 10,669 as of September 30,
2014) of which R$4,384 (R$ 4,451 in 2014) refers to the managements portion.
b. Right to Award (in cash) based on valuation of shares (to be settled in cash)
In Board of Directors meeting held on July 29, 2015, the Companys Long-Term Incentive
Plan was approved; it establishes the terms and conditions for payment of a cash premium
referred to valuation of shares issued by the Company to certain managers, employees and
service providers or other companies under its control. Right to receive this premium is
represented by units of investment, and the Board of Directors is responsible for electing
participants and for authorizing the granting of investment units.
In said meeting, Board of Directors approved the granting, in 2015, of 2,500,983 units of
investment to elected participants.
These units of investment may be redeemed by participants in three distinct tranches, within
maximum period of six years as from respective grant date. The vesting period for the
redemption of investment units is two years, with redemption of 33.4% after the second
anniversary, 33.3% after the third anniversary, and 33.3% after the fourth anniversary.
Cash value to be disbursed in relation to investment units is based on the increase in share price
of the Company between the grant date and redemption period.
Details of liabilities deriving from units of investment are as follows:
Consolidated
In thousands of reais
2015
(i)
224
Weighted average fair value of units of investment on grant date was estimated using options
pricing model Black-Scholes, assuming the following:
Program 10
Referential value
in the grant date
(R$) (1)
Share price
(2)
Index of
adjustment
Quantity
46.71
R$ 46.27
IPCA
2,500,983
(1)
Investment units reference value on grant date corresponds to average quotation of the Companys shares in
BM&FBOVESPA, calculated by division of financial volume by the number of traded shares accumulated in 20
trading sessions immediately prior to their calculation base date.
(2)
Share price corresponds to average of 20 days prior to tax period end date.
74
Program 10
Volatility
Risk-free rate
Average
maturity
Fair value
3.00 years
R$ 5.68
Volatility used in this model was based on MULT3 historic standard deviation in proper period.
The dividend yield was based on Companys internal models considering the maturity of each
unit of investment. The company did not consider the options anticipated investment units and
any market condition other than the assumptions above.
Additional information to investment units Long-Term Incentive Plan:
Quantity
(*)
Price*
(R$)
2,500,983
47.76
2,500,983
47.76
2,500,983
47.76
Said Plan was approved on July 29, 2015 and, up to September 30, 2015, all units of investment
were within grace period and, therefore, could not be exercised.
(ii)
22
7/1/201509/30/2015
1/1/201509/30/2015
7/1/201409/30/2014
1/1/201409/30/2014
164,611
20,814
29,988
4,593
753
1,224
493,134
62,581
84,884
13,158
753
2,211
158,582
17,762
30,830
5,417
(222)
452
467,660
52,243
91,751
15,325
1,982
2,337
221,983
656,721
212,821
631,298
(20,431)
(60,479)
(20,229)
(57,031)
201,552
596,242
192,592
574,267
75
Consolidated
7/1/201509/30/2015
1/1/201509/30/2015
7/1/201409/30/2014
1/1/201409/30/2014
203,294
40,690
29,317
6,433
4,452
2,132
608,022
125,044
82,707
19,402
17,393
3,834
194,562
37,434
30,088
9,387
30,415
561
560,176
110,814
89,952
28,319
84,811
2,606
286,318
856,402
302,447
876,678
(28,611)
(84,840)
(28,878)
(80,945)
257,707
771,562
273,569
795,733
23
7/1/20141/1/201409/30/2014 09/30/2014
Services
Parking lot
Leases ()
Properties (charges, IPTU, rental, common area
maintenance)
Other costs
Cost of properties sold
Depreciation and amortization
(832)
(84)
(1,734)
(2,528)
(84)
(5,544)
(1,028)
(1,697)
(3,454)
(5,358)
(4,650)
(4,853)
(103)
(24,826)
(11,833)
(9,538)
(127)
(74,403)
(4,280)
(2,418)
(267)
(27,551)
(14,342)
(4,181)
(2,149)
(78,591)
Total
(37,082)
(104,057)
(37,241)
(108,075)
Parent company
1/1/20157/1/201509/30/2015 09/30/2015
7/1/20141/1/201409/30/2014 09/30/2014
Costs:
Services rendered
Properties sold
(36,979)
(103)
(103,930)
(127)
(36,974)
(267)
(105,926)
(2,149)
Total
(37,082)
(104,057)
(37,241)
(108,075)
76
77
Consolidated
7/1/20151/1/201509/30/2015 09/30/2015
7/1/20141/1/201409/30/2014 09/30/2014
Services
Parking lot
Leases ()
Properties (charges, IPTU, rental, common area
maintenance)
Other costs
Cost of properties sold
Depreciation and amortization
(880)
(3,853)
(1,743)
(2,626)
(11,971)
(5,572)
(1,057)
(4,973)
(1,706)
(3,649)
(16,063)
(5,385)
(6,493)
(9,655)
(4,332)
(35,759)
(16,608)
(22,461)
(16,856)
(106,280)
(6,011)
(6,829)
(17,874)
(38,013)
(19,927)
(15,656)
(51,253)
(109,885)
Total
(62,715)
(182,374)
(76,463)
(221,818)
Consolidated
7/1/20151/1/201509/30/2015 09/30/2015
7/1/20141/1/201409/30/2014 09/30/2014
Services rendered
Properties sold
(58,383)
(4,332)
(165,518)
(16,856)
(58,590)
(17,874)
(170,565)
(51,253)
Total
(62,715)
(182,374)
(76,464)
(221,818)
Costs:
(1)
On July 28, 1992, the consortium between the Company and IBR Administrao e Participao e Comrcio S,A,
entered into with Clube Atltico Mineiro the lease agreement relating to one property with approximately 13,800m2
in Belo Horizonte, where the DiamondMall was built. The lease agreement is effective for 30 years counted from the
inauguration of DiamondMall, on November 7, 1996. Under the agreement, Clube Atltico Mineiro holds 15% on all
lease payments received from the lease of stores, stands or areas in DiamondMall. Therefore, a minimum lease
amount of R$181 per month is guaranteed twice every December. As of September 30, 2015, the parties were
compliant with all obligations under such agreement.
78
Projects for sale: Pre-operating expenses arising from real estate projects for sale.
Parent company
7/1/201509/30/2015
Personnel
Services
Marketing
Traveling
Properties (charges, IPTU, rental, common area maintenance)
Occupancy cost
Others
(16,784)
(8,273)
(1,482)
(1,489)
(580)
(2,443)
(3,848)
(49,281)
(23,012)
(4,942)
(4,668)
(1,633)
(6,396)
(6,836)
(15,458)
(7,462)
(3,588)
(1,066)
488
(3,195)
(3,619)
(40,182)
(23,437)
(10,496)
(4,347)
(1,500)
(6,033)
(13,983)
Total
(34,889)
(96,768)
(33,900)
(99,978)
Expenses on:
Administrative expenses - Head office
Administrative expense - shopping centers
Expenses on projects for lease
Expenses on projects for sale
(31,627)
(2,231)
(781)
(260)
(88,779)
(4,487)
(2,633)
(869)
(28,590)
(3,671)
(1,229)
(410)
(80,504)
(8,154)
(8,259)
(3,061)
Total
(34,899)
(96,768)
(33,900)
(99,978)
Consolidated
7/1/201509/30/2015
Personnel
Services
Marketing
Traveling
Properties (charges, IPTU, rental, common area maintenance)
Occupancy cost
Others
(17,305)
(9,628)
(3,779)
(1,720)
(3,975)
(2,836)
(5,004)
(50,816)
(26,680)
(10,792)
(5,223)
(14,435)
(7,665)
(9,208)
(15,917)
(9,214)
(4,050)
(1,221)
(4,418)
(3,594)
(4,712)
(43,583)
(28,475)
(11,770)
(4,892)
(14,654)
(7,357)
(17,141)
Total
(44,247)
(124,819)
(43,126)
(127,872)
Expenses on:
Administrative expenses - Head office
Administrative expense - shopping centers
Expenses on projects for lease
Expenses on projects for sale
(32,623)
(5,647)
(4,747)
(1,230)
(91,078)
(18,662)
(11,902)
(3,177)
(29,533)
(9,238)
(2,371)
(1,984)
(85,584)
(23,105)
(11,198)
(7,985)
Total
(44,247)
(124,819)
(43,126)
(127,872)
79
24
7/1/201509/30/2015
1/1/201509/30/2015
7/1/201409/30/2014
1/1/201409/30/2014
5,542
(50,538)
1,248
(1,115)
(24)
467
1,162
(44)
20,048
(141,132)
3,759
(2,550)
(34)
2,269
3,816
(72)
2,790
(39,116)
1,346
(676)
(50)
(3)
989
(33)
10,121
(109,280)
4,118
(1,942)
1
1,477
(12)
3,219
(74)
490
(67)
359
1,254
(645)
1,187
454
245
1,109
1,383
(1,536)
837
42,520
(112,100)
(32,945)
(91,688)
Consolidated
25
7/1/201509/30/2015
1/1/201509/30/2015
7/1/201409/30/2014
1/1/201409/30/2014
6,655
(60,385)
3,210
(1,584)
(43)
506
1,387
(69)
520
(67)
(1,165)
22,676
(169,075)
5,721
(3,750)
(59)
2,597
(5)
4,505
(131)
1,340
(645)
(1,221)
3,544
(48,518)
1,345
(1,028)
(49)
(3)
1,276
(41)
484
300
938
12,861
(139,584)
4,117
(3,044)
4
1,514
(17)
3,933
(132)
1,471
(1,481)
633
Total
(51,035)
(138,047)
(41,752)
(119725)
Segment information
For management purposes, the Company recognizes four business segments that account for its
income and expenses. Segment reporting is required since margins, income and expense
recognition and deliverables are different among them. Profit or loss was calculated considering
only the Companys external clients.
80
Rental income
This refers to amounts collected by mall owners (the Company and its shareholders) in
connection with the areas leased in their shopping centers and office projects. The revenue
includes four types of rental: minimum Rental (based on a commercial agreement indexed to the
IGP-DI), Supplementary Rental (percentage of sales made by storeowners), Merchandising
(rental of an area in the mall) and straight-line rental revenues (exclude the volatility and
seasonality of minimum rental revenues).
Parking income
Income from payments made by clients for the time their vehicles are parked in the parking lot.
Expenses
Include expenses on vacant areas, contributions to the promotion fund, legal fees, lease, parking,
brokerage fees, and other expenses arising from the interest held in the projects. The expenses
on the maintenance and operation expenses (common condominium expenses) of the project
will be borne by the storeowners.
Others
Includes depreciation expenses.
The shopping centers assets substantially comprise investment properties of operational
shopping centers and office projects operating and rental receivable and parking lots.
Real estate
Real estate operations include income and expenses from the sale of properties normally built in
the surroundings of the shopping center. As previously mentioned, this activity contributes to
generating client flows to the mall, thus increasing its income. Additionally, the appreciation
and convenience brought by a mall to its neighborhood enable the Company to minimize risks
and increase income from properties sold. Income derives from the sale of properties and their
related construction costs. Both are recognized based on the percentage of completion (POC) of
the construction work. Expenses arise mainly from brokerage and marketing activities.
Finally, the "Other" mainly concerns a real estate project that has been recognized in the balance
sheet and income (loss) by "Investment" and "Equity income (loss)" respectively.
Assets of this segment are concentrated in the inventory of land and property completed and
under construction of the Company and in accounts receivable.
Projects
The operation of projects includes income and expenses arising from the development of
shopping centers and real estate for lease. Development costs are recorded in the balance sheet,
but expenses on marketing, brokerage, property taxes, feasibility studies and other items are
recorded to the Companys income (loss). In the same way, the company believes that most of
its income from Key Money derives from projects initiated over the last 5 years (average period
to recognize income from key money), thus resulting from the lease of stores during the
construction process.
By developing its own projects, the company is able to ensure the quality of the properties that
will compose its portfolio.
81
Project assets mainly comprise investment properties that have a construction in progress and
accounts receivable (key money) from leased stores.
Real estate
Projects
Management
and other
Total
243,983
(58,382)
(5,647)
(28,325)
4,452
(4,332)
(1,230)
4,400
6,433
(4,747)
(10,130)
31,451
(38,959)
(48,760)
286,319
(62,714)
(50,583)
(82,815)
151,629
3,290
(8,444)
(56,268)
90,207
Gross income
Costs
Expenses
Others
Income before income and social
contribution taxes
Real estate
Projects
Management
and other
Total
Gross income
Costs
Expenses
Others
Income before income and social
contribution taxes
733,065
(165,517)
(18,662)
(84,010)
17,393
(16,856)
(3,177)
4,220
19,402
(11,902)
(29,029)
86,543
(104,365)
(125,046)
856,403
(182,373)
(138,106)
(233,865)
464,876
1,580
(21,529)
(142,868)
302,059
Operating assets
5,291,880
563,839
264,486
582,039
6,702,244
Gross income
Costs
Expenses
Others
Income before income and social contribution taxes
Operating assets
Properties for
rental
Real estate
Projects
Management
and other
Total
231,996
(58,589)
(9,238)
(28,988)
135,181
30,415
(17,874)
(4,272)
(1,895)
6,374
9,387
(83)
(9,646)
(342)
30,649
(33,578)
(37,402)
(40,331)
302,447
(76,463)
(47,171)
(77,931)
100,882
4,950,276
775,315
126,515
82
604,757 6,456,863
26
26.1
Properties for
rental
Real estate
Projects
Management
and other
Gross income
Costs
Expenses
Others
Income before income and social contribution
taxes
670,990
(170,565)
(23,105)
(61,686)
84,811
(51,253)
(7,985)
6,708
28,319
(11,198)
(29,590)
92,558 876,678
- (221,818)
(96,255) (138,543)
(104,866) (189,434)
415,634
32,281
(12,469)
(108,563)
Operating assets
4,950,276
775,315
126,515
Total
326,883
604,757 6,456,863
26.1.1
Indebtedness ratio
Indebtedness ratio is as follows:
Parent company
(a)
Consolidated
09/30/2015
12/31/2014
09/30/2015
12/31/2014
Debt (a)
Cash and cash equivalents and investment
1,523,731
(192,188)
1,596,134
(272,136)
2,121,666
(251,735)
2,168,959
(325,937)
Net debt
1,331,543
1,323,998
1,869,931
1,843,022
4,176,068
31.89%
4,066,877
32.56%
4,182,227
44.71%
4,069,654
45.29%
Debt is defined as short- and long-term loans, financing, debentures and liabilities for acquisition of assets, detailed in
notes 13, 15 and 16.
Of total defined in item (a) above, R$ 253,368 refers to the amount classified in the parent company and maturing in
the short-term on September 30, 2015 (R$ 147,631 on December 31, 2014) and R$1,270,363 classified in the long
term on September 30, 2015 (R$ 1,448,502 on December 31, 2014). In the consolidated financial statements, as of
September 30, 2015, R$ 387,356 is classified as short term (R$ 245,252 - December 31, 2014) and R$1,734,310 as
long term as of September 30, 2015 (R$ 1,923,707 December 31, 2014).
(b)
83
26.2
Market risk
The Company develops real estate projects as complement of its shopping centers projects, its
main business.
In developing real estate projects neighboring our shopping centers, this activity contributes to
the generation of flow of clients to the shopping center, thus expanding results of operations.
Additionally, the appreciation and convenience that a shopping center gives to the surrounding
area, enables us to (i) mitigate real estate project risks, (ii) select part of the public who will
reside or work in the areas of influence of our shopping centers and (iii) increase income from
properties sold.
For this reason, we a substantial landbank in the surrounding areas of our shopping centers.
26.3
26.4
(i)
Possibility of fluctuations in the fair value of financing pegged to fixed interest rates, if such rates
do not reflect current market conditions. The Company performs ongoing monitoring of these
indexes. The Company has not identified yet the need to enter into financial instruments to hedge
against interest rate risks.
(ii)
Possibility of unfavorable change in interest rates, which would result in increase in financial
expenses as a result of the debt portion pegged to variable interest rates. As of September 30,
2015, the Company and its subsidiaries invested their financial resources mainly in Interbank
Certificates of Deposit, yielding interest based on the CDI rate, which significantly minimizes this
risk.
(iii)
Inability to obtain financing in case the real estate market presents unfavorable conditions, not
allowing absorption of such costs.
(iv)
Trade accounts receivable, liabilities for acquisition of assets both with fixed interest rates and
post-fixed ones. This risk is administrated by the Company and its subsidiaries aimed at minimize
the exposure to the risk of having an interest rate of accounts receivable equating to its debt.
84
TR
CDI
TJLP
IPCA
IGP-M
OTHERS
26.5
12/31/2014
Parent company
Consolidated
Parent
company
Consolidated
537,697
1,007,339
793
905,309
1,083,902
118,465
21,384
23,165
793
574,819
1,007,062
15,198
831
945,610
1,007,062
148,785
18,809
49,639
831
1,545,829
2,153,018
1,597,910
2,170,736
26.6
Credit risk
This risk is related to the possibility of the Company and its subsidiaries posting losses resulting
from difficulties in realizing short-term financial investments. This risk is related to the
possibility of the Company and its subsidiaries posting losses resulting from difficulties in
realizing short-term financial investments.
26.7
Sensitivity analysis
In order to analyze the sensitivity of financial asset and financial liability index to which the
Company is exposed as at September 30, 2015, five different scenarios were defined and an
analysis of sensitivity to fluctuations in the indexes of such instruments was prepared. Based on
the FOCUS report dated September 25, 2015, the IGP-DI, IGP-M and IPCA indexes and TJLP,
projections for 2015 was extracted from the BNDESs official website, The indexes CDI and
the TR rate were extracted from the CETIPs and BM&F BOVESPAs official websites, Such
index and rates were considered as probable scenario and increases and decreases of 25% and
50% were calculated.
Indexes of financial assets and financial liabilities:
Index
CDI
IGP-DI
IGP - M
IPCA
TJLP
TR
Decrease
of 50%
Decrease
of 25%
Probable
scenario
Increase
of 25%
Increase of
50%
7.13%
4.13%
3.94%
4.73%
3.25%
0.80%
10.69%
6.20%
5.91%
7.10%
4.88%
1.19%
14.25%
8.26%
7.88%
9.46%
6.50%
1.59%
17.81%
10.33%
9.85%
11.83%
8.13%
1.99%
21.38%
12.39%
11.82%
14.19%
9.75%
2.39%
85
Financial assets
The gross financial income was calculated for each scenario as of September 30, 2015, based on
one-year projection and not taking into consideration any tax levied on earnings. The sensitivity
for each scenario is analyzed below.
Financial income projection - 2015
Parent company
Cash and cash equivalents and interest earning
bank deposits
Cash and banks
Interest earning bank deposits
Accounts receivable
Trade accounts receivable - store lease
Trade accounts receivable - key money
Trade accounts receivable - sale of units under
construction
Trade accounts receivable - sale of completed units
Other trade accounts receivables
N/A
100% of CDI
IGP-DI
IGP-DI
IGP-DI
IGP-M + 12%
N/A
Balance at
09/30/2015
Decrease
of 50%
Decrease
of 25%
76,958
115,230
N/A
8,210
N/A
12,315
N/A
16,420
N/A
20,525
N/A
24,630
192,188
8,210
12,315
16,420
20,525
24,630
102,256
26,209
4,223
1,082
6,335
1,624
8,446
2,165
10,558
2,706
12,670
3,247
47,180
24,251
7,520
N/A
8,450
N/A
9,379
N/A
10,309
N/A
11,238
N/A
199,896
12,825
16,409
19,990
23,573
27,155
7,468
2,327
254
585
194
18
878
291
27
1,171
388
36
1,463
485
45
1,756
582
54
162
2,739
216
16
215
N/A
22
322
N/A
28
429
N/A
34
537
N/A
39
644
N/A
13,166
1,028
1,540
2,052
2,564
3,075
405,250
22,063
30,264
38,462
46,662
54,861
Probable
scenario
Increase
of 25%
Increase
of 50%
110% of CDI
117% of CDI
100% of CDI
110%
CDI+3% p.a.
110% of CDI
N/A
Total
Probable Increase of
scenario
25%
Increase
of 50%
Consolidated
Cash and cash equivalents and interest earning
bank deposits
Cash and banks
Interest earning bank deposits
Accounts receivable
Trade accounts receivable - store lease
Trade accounts receivable - key money
Trade accounts receivable - sale of units under
construction
Trade accounts receivable - sale of completed units
Other trade accounts receivables
Total
Balance at
09/30/2015
N/A
100% of CDI
Decrease Decrease
of 50%
of 25%
125,562
126,173
N/A
8,990
N/A
13,485
N/A
17,980
N/A
22,475
N/A
26,969
251,735
8,990
13,485
17,980
22,475
26,969
IGP-DI
IGP-DI
137,611
40,417
5,683
1,669
8,525
2,504
11,367
3,338
14,208
4,173
17,050
5,008
IGP-DI
IGP-M + 12%
N/A
112,165
47,180
33,001
4,632
7,520
N/A
6,949
8,450
N/A
9,265
9,379
N/A
11,581
10,309
N/A
13,897
11,238
N/A
370,374
15,504
26,428
33,349
40,271
47,193
7,468
2,327
254
820
585
194
18
67
878
291
27
96
1,171
388
36
125
1,463
485
45
154
1,756
582
54
183
162
2,739
216
13,986
16
215
N/A
1,095
22
322
N/A
1,636
28
429
N/A
2,177
34
537
N/A
2,718
39
644
N/A
3,258
636,095
29,589
41,549
53,506
65,464
77,420
110% of CDI
117% of CDI
CDI + 3% p.a.
CDI +1% p.a.
110%
CDI+3% p.a.
110% of CDI
N/A
86
Financial liabilities
For each scenario the Company calculated the gross financial expense, not taking into account
the taxes levied and the flow of maturities for each contract scheduled for 2015. The base date
used was September 30, 2015 projecting indices for one year and verifying their sensitivity in
each scenario.
Financial expenses projection - 2015
Parent company
Remuneration
rate
Loans and financing
Santander BSS
Santander BHS Exp V
Banco Ita SAF
Banco Ita PSC
Banco Ita VLG
Banco Ita MTE
Bradesco MTE
Banco do Brasil
Banco do Brasil
Banco do Brasil
Loan Costs - Ita Unibanco PSC
Funding costs - Real BHS Exp V
Funding costs - Ita Unibanco VLG
Funding costs - Bradesco MTE
Funding costs - Banco do Brasil
Funding costs - Banco do Brasil
Funding costs - Banco do Brasil
Loan cost Ita Unibanco MTE
Cia Real de Distribuio
TR + +9.12%
TR + 8.70%
Ref. rate + 10%
TR + 9.35%.
TR + 9.35%
109.75% of CDI
CDI + 1.00%
110% of CDI
110% of CDI
TR + 8.90%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Balance at
09/30/2015
Decrease
of 50%
Decrease
of 25%
Probable
scenario
Increase of
25%
Increase
of 50%
18,042
56,197
540
101,041
264,947
102,153
314,507
113,504
51,256
96,930
(1,067)
(254)
(6,699)
(4,983)
(3,285)
(554)
(2,383)
(1,094)
524
1,789
5,336
58
10,251
26,879
7,988
25,554
8,896
4,017
9,397
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
1,861
5,559
60
10,652
27,932
11,982
36,758
13,344
6,026
9,783
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
1,932
5,783
63
11,054
28,985
15,976
47,962
17,792
8,034
10,168
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
2,004
6,006
65
11,456
30,038
19,970
59,167
22,240
10,043
10,553
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
2,076
6,229
67
11,857
30,092
23,964
70,371
26,688
12,052
10,939
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
1,099,322
100,165
123,957
147,749
171,542
195,335
269
N/A
N/A
N/A
N/A
N/A
269
N/A
N/A
N/A
N/A
N/A
425,919
(1,777)
34,052
N/A
49,226
N/A
64,399
N/A
79,572
N/A
94,746
N/A
424,142
34,052
49,226
64,399
79,572
94,746
1,523,733
134,217
173,183
212,148
251,114
290,081
Debentures
Debentures
Funding cost
Total
CDI + 0.87%
87
Consolidated
Remuneration
rate
Balance at
09/30/2015
Decrease
of 50%
Decrease
of 25%
Probable
scenario
Increase of
25%
Increase of
50%
64,999
679
2,929
48,069
21,384
619
1,171
18,042
56,197
540
101,041
264,947
102,153
314,507
113,504
51,256
96,930
186,326
181,257
28
(1,067)
(254)
(6,699)
(4,983)
(3,285)
(554)
(2,383)
(1,094)
(124)
(122)
(4,567)
(4,442)
524
4,309
22
139
3,158
2,624
20
55
1,789
5,336
58
10,251
26,879
7,988
25,554
8,896
4,017
9,397
17,692
17,210
3
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
5,366
33
186
3,939
3,130
30
74
1,861
5,559
60
10,652
27,932
11,982
36,758
13,344
6,026
9,783
18,432
17,931
3
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
6,422
44
234
4,720
3,635
40
93
1,932
5,783
63
11,054
28,985
15,976
47,962
17,792
8,034
10,168
19,173
18,651
3
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
7,478
55
281
5,501
4,141
50
112
2,004
6,006
65
11,456
30,038
19,970
59,167
22,240
10,043
10,553
19,914
19,372
3
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
8,534
66
329
6,283
4,647
60
131
2,076
6,229
67
11,857
30,092
23,964
70,371
26,688
12,052
10,939
20,654
20,092
3
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
1,597,528
145,397
173,081
200,764
228,449
256,134
14,128
9,037
39,649
36,915
269
99,998
395
1,078
2,825
2,630
N/A
6,928
451
1,292
4,237
3,945
N/A
9,926
507
1,506
5,650
5,260
N/A
12,925
563
1,719
7,062
6,575
N/A
15,918
620
1,933
8,475
7,891
N/A
18,919
TJLP +3.38%
TJLP +1.48%
TJLP.
TJLP+3.32%
IPCA + 9.59%
TJLP
TJLP + 1.42%
Ref. rate + 7.874%
TR + 8.70%
Ref. rate + 10%
TR + 9.35%.
TR + 9.35%
109.75% of CDI
CDI + 1.00%
110% of CDI
110% of CDI
TR + 8.90%
Ref. rate + 8.70%
Ref. rate + 8.70%
TR + 9.25%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Land Quadra H
Land Canoas
Land jacarepagu
Construction Potential - Barra
Others
Debentures
Debentures
Funding cost
Total:
General Market
Price Index + 2%
IGPM
100% of CDI
100% of CDI
N/A
CDI + 0.87%
425,919
(1,777)
34,052
N/A
49,226
N/A
64,399
N/A
79,572
N/A
94,746
N/A
424,142
34,052
49,226
64,399
79,572
94,746
2,121,668
186,377
232,232
278,087
323,940
369,799
Part of the Companys financial assets and liabilities are linked to interest rates and indexes
which may vary representing a market risk for the Company.
In the year ended September 30, 2015, the Companys financial assets and liabilities generated a
net financial loss of R$ 138,047.
88
The Company understands that an increase in the interest rates, in the indexes or in both may
cause an increase in the financial expenses negatively impacting the Companys net financial
result. In the same way, a decrease in the interest rates, in the indexes or in both may cause a
reduction in the financial income negatively impacting the Companys net financial income.
26.8
Up to one year
From 1 to 3
years
Over 3 years
Total
115,230
227,180
269
25,919
261,792
199,111
610,348
199,112
115,230
1,099,320
269
424,142
Total
368,598
460,903
809,460
1,638,961
Consolidated
Up to one year
From 1 to 3
years
Over 3 years
Total
115,230
310,022
51,415
25,919
369,359
36,629
199,111
918,145
11,954
199,112
115,230
1,597,526
99,998
424,142
Total
502,585
605,099
1,129,211
2,236,895
89
26.9
Consolidated
09/30/2015
12/31/2014
09/30/2015
12/31/2014
115,230
155,011
115,230
155,011
199,896
13,166
236,094
13,974
370,374
13,986
396,699
14,908
1,099,322
1,172,708
1,597,528
1,711,093
269
424,142
15,467
409,735
99,998
424,142
49,907
409,735
Valuation techniques and assumptions applied for purposes of fair value calculation
The estimated fair values of financial assets and liabilities of the Company and its subsidiaries
have been determined using available market information and appropriate valuation
methodologies in conformity with the financial statements for the year ended December 31,
2014.
27
A
B
C=Average (between A
and B)
D
E
E/C
E/(C+D)
Parent
company
Parent
company
Consolidated
Consolidated
189,997,214
1,677,803
189,997,214
1,677,803
189,997,214
2,160,097
189,997,214
2,160,097
Average shares
Dilutive
Net income for the year attributed to
Company's shareholders
Earnings per share
Adjusted income / share
188,319,411
37,553
188,319,411
37,553
187,837,117
141,960
187,837,117
141,960
228,554
1.2137
1.2134
224,482
1.1920
1.1918
243,698
1.2974
1.2964
243,820
1.2980
1.2971
90