QUEIROZ GALVÃO

Transcription

QUEIROZ GALVÃO

QUEIROZ GALVÃO
DESENVOLVIMENTO IMOBILIÁRIO S.A.
QUEIROZ GALVÃO DE SEN VOLVIMENTO IMOBILIÁRIO S. A .
2
MANAGERIAL REPORT
To the Stockholders,
In accordance with the by-laws, we are submitting for your consideration the annual
report of the management, and the related financial statements for the year ended
December 31, 2009, of Queiroz Galvão Desenvolvimento Imobiliário S.A.
Recife, April 27th, 2010.
BOARD OF DIRECTORS
Advisory council
Fernando de Queiroz Galvão
President
Roberto de Queiroz Galvão
Vice President
Marcos de Queiroz Galvão
Carlos de Queiroz Galvão Counselor
EXECUTIVE BOARD
Directors
Frederico Jorge de Farias Pereira
CEO
Arno Stupp
Managing Director
Henrique Suassuna Fernandes Director of Engineering
Accountant
Joas Dias Oliveira
CRC-PE 12.979/0-0
3
BAL ANCE SHEETS
At December 31 (in thousands of US dollars)
PARENT COMPANY
ASSETS
2009
CONSOLIDATED
2008
2009
2008
Current assets
Cash and cash equivalents (note 3)
4,371
3,166
24,298
15,142
Trade accounts receivable (note 4)
34,867
9,701
96,721
30,987
Real estate to be sold (note 5)
13,804
7,059
64,123
35,616
Taxes and contributions recoverable
885
-
2,333
27
Sales expenses to be appropriated
175
436
438
736
1,487
547
3,779
972
55,589
20,909
191,692
83,480
5,795
12,803
43,691
44,441
-
-
1,397
-
Other accounts receivable
Non-current assets
Long-term receivables
Trade accounts receivable (note 4)
Marketable securities
Real estate to be sold (note 5)
Related parties (note 9)
Judicial deposits (note 14)
Investments (note 6)
Other investments
Property and equipment (note 7)
-
-
24,004
22,130
19,139
5,163
2,012
409
88
32
437
127
25,022
17,998
71,541
67,107
122,591
78,346
-
-
34
1
2
1
888
641
2,694
2,031
8
8
397
104
123,521
78,996
3,093
2,136
148,543
96,994
74,634
69,243
204,132
117,903
266,326
152,723
Intangible assets
Total assets
(continued)
The accompanying notes are an integral part of these financial statements.
4
BAL ANCE SHEETS
At December 31 (in thousands of US dollars)
PARENT COMPANY
LIABILITIES AND STOCKHOLDERS’ EQUITY
CONSOLIDATED
2009
2008
2009
2008
37,078
22,607
54,209
29,613
754
638
3,516
1,394
-
-
3,286
1,264
2,271
36
-
-
94
965
12,203
1,384
1,891
1,084
5,079
2,158
382
561
1,295
922
5,395
1,823
732
292
941
868
Current liabilities
Loans and financing (note 8)
Suppliers
Accounts payable for real estate acquisitions (note 11)
Liabilities for real estate development (note 12 (iii))
Provision for net capital deficiency (note 6)
Advances from customers (note 10)
Social and tax obligations
Taxes and contributions payable
Deferred income tax and social contribution (note 12)
Deferred taxes
1,584
351
3,442
1,164
Accounts payable
663
935
3,610
2,713
Proposed dividends (note 13(b))
950
344
1,257
374
48,791
29,636
91,841
41,854
38,304
19,258
48,236
24,353
-
-
3,808
5,056
735
-
1,105
-
-
150
8,702
8,366
8,707
-
3,082
-
-
389
733
1,588
293
467
1,166
1,442
78
58
428
319
-
488
1
2,275
48,117
20,810
67,261
43,399
-
-
-
13
Capital
73,034
54,415
73,034
54,415
Revenue reserves
34,190
13,042
34,190
13,042
107,224
67,457
107,224
67,457
204,132
117,903
266,326
152,723
Non-current liabilities
Loans and financing (note 8)
Accounts payable for real estate acquisitions (note 11)
Liabilities for real estate development (note 12 (iii))
Advances from customers (note 10)
Deferred income tax and social contribution (note 12)
Deferred taxes
Provision for contingencies (note 14)
Other accounts payable
Minority interest
Stockholders’ equity (note 13)
Total liabilities and stockholders’ equity
5
S TAT E M E N T S O F I N C O M E
Years ended December 31 (in thousands of US dollars, unless otherwise indicated)
PARENT COMPANY
CONSOLIDATED
2009
2008
2009
2008
Real estate development and resale
43,817
29,574
159,819
88,685
Deductions from gross revenue
(4,147)
(938)
(8,753)
(3,338)
-
28,636
-
85,347
(30,442)
(17,600)
(108,977)
(51,896)
9,228
11,036
42,089
33,451
(988)
(463)
(3,291)
(4,900)
(6,251)
(3,939)
(17,953)
(10,327)
411
(972)
922
(787)
(6,827)
(5,374)
(20,322)
(16,015)
2,401
5,662
21,767
17,436
18,592
10,928
-
-
(5,624)
(11,255)
(6,165)
(12,281)
894
8,282
3,227
10,884
(4,731)
(2,973)
(2,939)
(1,397)
16,262
13,617
18,828
16,040
-
(1,348)
(3,114)
(3,190)
913
(45)
1,738
(614)
913
(1,392)
(1,375)
(3,804)
17,175
12,224
17,453
12,236
-
-
(278)
(12)
17,175
12,224
17,175
12,224
127,167
127,167
0.135
0.096
Gross operating revenue
Net operating revenue
Costs incurred on realized sales
Gross profit
Operating income (expenses)
Commercial
General and administrative
Other operating income (expenses), net
Operating profit before results from investments and
financial result
Results from investments (note 6)
Equity in the results of investees
Financial result
Financial expenses
Financial income
Profit before taxation
Income tax and social contribution
Current
Deferred
Net income before minority interest
Minority interest
Net income for the year
Outstanding shares at the end of the year
Net income per share at the end of the year – US$
6
S TAT E M E N T S O F C H A N G E S I N S T O C K H O L D E R S ’ E Q U I T Y
Years ended December 31 (in thousands of US dollars)
REVENUE RESERVES
CAPITAL
LEGAL
PROFIT
RETENTION
RETAINED
EARNINGS
TOTAL
At December 31, 2007
19,661
-
-
1,161
20,822
Increase and payment of capital (note 13)
34,754
-
-
-
34,754
-
-
-
12,224
12,224
Legal reserve
-
603
-
(603)
-
-
-
-
(344)
(344)
Profit retention reserve (note 13(b))
-
-
12,439
(12,439)
-
54,415
603
12,439
-
67,456
Exchange rate adjustment (note 2.2(u))
18,619
206
4,256
-
23,082
At December 31, 2008 - adjusted
73,034
809
16,695
-
90,538
-
-
-
17,175
17,175
-
859
-
(859)
-
-
-
-
(489)
(489)
Profit retention reserve (note 13(b))
-
-
15,827
(15,827)
-
73,034
1,668
32,522
-
107,224
Appropriations of net income
Appropriations of net income
Legal reserve
7
S TAT E M E N T S O F C A S H F L O W
Years ended December 31 (in thousands of dollars)
PARENT COMPANY
CONSOLIDATED
2009
2008
2009
2008
16,262
13,617
18,828
16,040
(18,592)
(10,928)
-
-
168
89
566
901
-
(355)
-
880
4,713
1,474
4,468
(103)
Deferred taxes
-
86
-
-
Provisions for contingencies
-
21
-
-
2,551
4,004
23,862
17,718
Increase in accounts receivable
(9,619)
(3,048)
(37,612)
(46,141)
Decrease (increase) in real estate to be sold
(4,330)
524
(10,622)
(12,469)
Increase in taxes and contributions for offset
(885)
-
(2,298)
-
Increase in other assets
(386)
(615)
(2,192)
(5,840)
Increase (decrease) in suppliers
(102)
199
1,645
(21,628)
Increase (decrease) in accounts payable for real estate acquisitions
-
-
(1,389)
6,320
Increase (decrease) in advances from customers
(1,402)
1,115
7,818
9,667
1,489
427
3,625
564
735
(4,341)
3,376
(5,302)
Cash flows from operating activities
Profit before taxation
Expenses (income) that do not affect the cash flow
Equity in the results of investees
Depreciation and amortization
Adjustments from Law No. 11638
Interest, monetary and exchange variations on loans and financing and judicial deposits
Changes in current and long-term assets and liabilities
Increase in taxes and contributions payable
Increase (decrease) in liabilities for real estate development
Increase (decrease) in accounts payable
(592)
685
-
1,915
Increase (decrease) in other liabilities
(791)
1,186
(3,328)
2,566
-
-
-
(2,062)
(13,333)
136
(17,114)
(54,691)
(7,660)
(2,510)
(9,471)
(2,510)
(511)
-
(2,761)
-
(21,504)
(2,374)
(29,346)
(57,202)
Decrease in the minority interest
Cash used in operations
Interest paid
Income tax and social contribution paid
Net cash used in operating activities
(continued)
8
S TAT E M E N T S O F C A S H F L O W
Years ended December 31 (in thousands of dollars)
PARENT COMPANY
CONSOLIDATED
2009
2008
2009
2008
(192)
(453)
(792)
(2,653)
(10,076)
(67,666)
-
(1)
11,183
-
-
-
(33)
5,175
(1,398)
(104)
(62,944)
(2,190)
(2,758)
Cash flows from investing activities
Acquisitions of property and equipment
Increase in investments
Profit received
Others
Net cash provided by (used in) investing activities
882
Cash flows from financing activities
From third parties
31,761
36,023
57,261
35,663
(10,461)
(2,383)
(23,370)
-
21,300
33,640
33,892
44,611
(555)
-
1,618
-
-
34,754
-
34,754
20,744
68,394
35,510
70,417
122
3,076
3,974
10,458
At the beginning of the year
4,249
90
20,324
4,685
At the end of the year
4,371
3,166
24,298
15,142
New loans and financing
Payment of loans and financing
From stockholders/related parties
Receipts (payments) – related parties, net
Capital subscription
Net cash provided by financing activities
Increase in cash and cash equivalents
Balances of cash and cash equivalents
9
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
at December 31, 2009 and 2008 (all amounts in thousands of US dollars, unless otherwise indicated)
1 > OPERATIONS
Queiroz Galvão Desenvolvimento Imobiliário S.A. (“Company”) is a private limited company headquartered in
Recife, State of Pernambuco, and it is controlled by Queiroz Galvão S.A.
The main activity of the Company and its subsidiaries is the development of residential and commercial real estate, besides holding investments in other companies. The subsidiary companies share the corporate, management and operating structures and costs of the Company.
The development of real estate is effected by the Company and by its subsidiary companies or together with other
partners. The participation of third parties occurs directly in the venture or through participations in companies,
created with the specific purpose of developing a venture.
2 > FINANCIAL STATEMENT PRESENTATION AND SIGNIFICANT ACCOUNTING PRACTICES
2.1 Financial statement presentation
These financial statements were approved by the Company’s Management on April 21, 2010.
The financial statements were prepared and are being presented in accordance with accounting practices adopted in Brazil, based on the provisions of Brazilian Corporation Law.
The principal accounting practices adopted in the preparation of these financial statements are those applicable to the financial statements for the year ended December 31, 2009, which will be different from the practices
to be utilized for the preparation of the financial statements for the year ending December 31, 2010.
The preparation of financial statements requires the use of estimates to record certain assets, liabilities, revenue and expenses. Therefore, the Company’s financial statements include estimates related to the selection
of the useful lives of property and equipment, provisions for contingent liabilities, income tax and other similar
liabilities. The actual results may differ from those estimated.
a.Significant accounting practices
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and bank deposits, stated at cost, and applications in investment funds, stated at the quota value at the balance sheet date.
b.Financial instruments
Classification and measurement
The Company classifies its financial assets according to the following categories: measured at fair value
through profit or loss and loans and receivables. The classification depends on the purpose for which the
financial assets were acquired. Management determines the classification of the financial assets at the time
they are initially recorded.
10
Financial assets measured at fair value through profit or loss
These are financial assets held for active and frequent trading, classified as cash equivalents. Gains or losses
arising from the changes in their fair value are recorded in the statement of income as financial income or
expense in the period in which they occur.
Loans and receivables
Loans and receivables comprise loans granted and non-derivative receivables with fixed or determinable payments, that are not quoted in an active market. All loans and receivables which fall due within 12 months from
the balance sheet date are included in current assets and the others are classified as non-current assets. The
Companies’ loans and receivables comprise loans granted to related parties, trade accounts receivable, other
accounts receivable and cash and certain cash equivalents, except for certain short-term investments. Loans
and receivables are recorded at amortized cost, based on the effective interest rate method.
c. Accounts receivable
The sale of units is substantially realized during the launching and construction phases of the ventures. The
trade accounts receivable, in these cases, are constituted by applying the percentage relationship between
the incurred cost of the sold units (including land) and the total budgeted cost to the revenue from the sold
units, adjusted according to the conditions contained in the sale agreements. Consequently, the accumulated
revenue to be recognized is determined, and the installments received are deducted from it.
The result on term sales of concluded units is appropriated at the time of the sale, regardless of the contracted
payment terms of the sale. The interest and monetary variation on accounts receivable from concluded units
are appropriated to the financial result when earned, in compliance with the accrual basis of accounting.
The allowance for doubtful accounts is established when there is objective evidence that the Company will not
be able to realize the amounts due under the original terms of the accounts receivable. The amount of the allowance is the difference between the book value and the recoverable value.
The present value of the accounts receivable related to the sale of units not concluded is calculated based on
the interest rate for the remuneration of government bonds indexed by reference to the Amplified Consumer
Price Index (“Índice de Preços ao Consumidor Ampliado - IPCA”). This rate is compatible with the nature,
term and risks of similar transactions under normal market conditions. The rate at December 31, 2009, corresponded to an average of 7.50% per annum (p.a.)(2008 - 7.50% p.a.).
d.Inventories
The real estate ready for sale is stated at construction cost, which does not exceed its net realizable value. In
the case of real estate in construction, the portion in inventory corresponds to the incurred cost of the units
not yet sold.
The cost comprises materials, labor (own or contracted) and other related construction costs, including the
financial cost of the capital applied (financial charges on accounts payable for the acquisition of land and on
real estate credit operations, incurred during the construction period).
The net realizable value is the estimated sales price in the normal course of business, net of the completion
costs and selling expenses. When the construction cost of real estate to be sold, concluded or in construction,
11
exceeds the expected cash flow of the related sales, an impairment loss is recognized in the period for which it
is determined that the book value is not recoverable. The recovery of the book value of each venture is reviewed
when events or changes in the macroeconomic scenarios indicate that the book value may not be recoverable.
If a loss is confirmed, a provision is constituted.
Land is stated at acquisition cost, plus eventual financial charges generated by the related accounts payable.
In the case of exchanges for units to be constructed, cost corresponds to the cash acquisition price of the
land. The land is only recorded on the registration of the title deed of the real estate, not being recognized in
the financial statements during the negotiation phase, regardless of the probability of success or the stage of
progress of the negotiations.
e.Income tax and social contribution on net income
In 2009, the parent company opted for the taxable profit system, according to which the income tax and social
contribution on net income are calculated at the regular rates of 15% plus a surcharge of 10% for income tax
and 9% for social contribution, on the accounting profit for the year, adjusted in accordance with the criteria
established by the fiscal legislation in force.
The subsidiary companies opted for the presumed profit system, according to which the income tax is calculated based on 8%, and the social contribution on 12%, of gross revenue (32% of revenue when it derives from
service rendering and 100% of financial income). The regular rates of 15% plus 10% for income tax and 9% for
social contribution are applied to the presumed profits.
f. Investments in subsidiary companies
When the Company holds more than half of the voting capital of another company, it is considered to be the
parent company. In the companies in which the Company holds less than 50% of the voting capital, agreements
guarantee to the Company the right of veto in decisions that may significantly affect a company’s business,
thereby assuring shared control.
Investments in subsidiary companies are recorded based on the equity accounting method, and the equity in
the results of investees is recognized in the statement of income for the year as operating income (or expense).
Unrealized gains on transactions between the Company and its subsidiary companies are eliminated in proportion to the Company’s investment; unrealized losses are also eliminated, unless the transaction provides
evidence of impairment of the asset transferred.
When the Company’s interest in the losses of subsidiary companies is equal to or exceeds the investment
value, the Company recognizes the excess losses, classified as “provision for net capital deficiency”.
When necessary, the accounting practices of the subsidiary companies are adjusted to be consistent with the
practices adopted by the Company.
g.Property and equipment
Property and equipment are stated at acquisition cost, less depreciation calculated on the straight-line method, at the annual rates mentioned in Note 7.
The headquarters of the Company, and its subsidiary companies are located in real estate rented from third parties.
12
h.Impairment of assets
Property and equipment, other non-current assets and intangible assets are reviewed annually to identify evidence of impairment, and also whenever events or changes in circumstances indicate that the book value may
not be recoverable. In this case, the recoverable value is calculated to verify if there is any loss. In the event of
loss, it is recognized at the amount by which the book value of the asset exceeds its recoverable value, which
is the higher between the net sales price and the value in use of an asset. For evaluation purposes, assets are
grouped at the lowest level for which there are separately identifiable cash flows.
i. Provisions
Provisions are recognized when the Company has a legal or not formalized present obligation as a result of
past events, it is probable that assets will be surrendered to settle the obligation, and a reliable estimate of
the amount can be made.
The Company recognizes a provision for onerous contracts when the benefits expected to be obtained from a
contract are lower than the unavoidable costs to satisfy the obligations assumed in the contract.
j. Employee and manager benefits
The Company does not maintain option plans for share purchases, a private pension plan or any retirement
plan or benefits after the employees leave the Company.
k.Dividends
According to the Company’s by-laws, the holders of any class of shares are entitled each year to a minimum
dividend of 3% of net income, calculated in accordance with corporation law.
l. Loans and financing
Loans and financing are initially recognized at fair value on the receipt of funds, net of transaction costs, and
are subsequently presented at amortized cost, that is plus charges and interest in proportion to the period
elapsed (“pro rata temporis”).
m. Capital
Capital is exclusively represented by common shares, classified in stockholders’ equity.
n.Revenue reserves
The legal reserve is calculated based on 5% of the net income for the year, according to Law No. 6404/76.
The balance of the revenue reserves relates to the retention of the remaining balance of retained earnings and its
appropriation will be determined at the Stockholder’s Ordinary General Meeting.
o.Recognition of the result on real estate development and sale and others
On the sales of not-concluded units of ventures launched, which are no longer subject to the effects of the corresponding resolutive clause contained in the related real estate development memorandum, the procedures and
standards established by CFC Resolution No. 963 of the Federal Accounting Council (“Conselho Federal de Contabilidade - CFC”) are observed, as follows:
13
• the incurred cost (including the cost of land) corresponding to the units sold is wholly appropriated to the result;
• the percentage of the incurred cost of the units sold (including land) in relation to the total budgeted cost is computed, and this percentage is applied to the revenue from the units sold, adjusted according to the conditions
contained in the sale agreements, in order that the amount of the revenue to be recognized can be determined;
• the amounts of the calculated sales revenues, including price-level restatements, net of the received installments, are recognized as accounts receivable or as advances from customers, when applicable;
• the financial charges directly related to the ventures, relating to accounts payable for the acquisition of land
and real estate credit operations, as well as the financial charges on the other financing operations indirectly
related to the ventures, incurred during the construction phase, are appropriated as cost incurred on the
venture and reflected in the results at the time of the sale of the units of the corresponding venture;
The financial charges on financing operations the resources of which are not used in the ventures are appropriated to the financial result when incurred. The financial charges on accounts payable for land and of real
estate credit operations incurred after the conclusion of a construction are accounted for in a similar manner.
p.Commercial expenses
The charge related to the sale commission is the responsibility of the purchaser of the real estate, not constituting
an expense of the Company or of its subsidiary companies. The charge which is responsibility of the Company is
recognized in the result, observing the same criterion adopted for the recognition of the corresponding revenues.
The expenditures incurred and directly related to the construction of a sales stand and of an apartmentmodel, when its estimated useful life is of more than one year, are primarily of the nature of tangible assets
and, accordingly, are recorded in property and equipment, being depreciated in accordance with the term of its
estimated useful life. The corresponding depreciation charge is allocated to sales expenses.
The expenses with publicity, marketing, promotions and other correlated activities, directly or indirectly related to a venture, are recognized in the result, when incurred.
q.Consolidated financial statements
The consolidated financial statements comprise the financial statements of Queiroz Galvão Desenvolvimento
Imobiliário S.A. and of its subsidiary companies (individually and under joint control or created for specific
property venture management purposes), as mentioned in Note 6. In the consolidation of the financial statements, the revenues and expenses between the consolidated companies, as well as the investment, are eliminated, the minority interest being presented in a separate line. For the subsidiary companies under joint control, the financial statements are proportionally consolidated.
r. Basis of translation
The accounting records are maintained in reais. The financial information in U.S. dollars is presented solely
for the convenience of the reader and has been translated from the amounts in the December 31, 2009 local
currency financial statements, using the exchange rate prevailing on that date of R$ 1.7412 to US$ 1.00 (2008
- R$ 2.337 to US$ 1.00). Such translation should not be construed as representing that the amounts in reais
represent, or have been, or could be, converted in U.S. dollars at that or at any other rate.
14
2.2 Accounting pronouncements and interpretations of standards that are not yet effective
The accounting pronouncements, issued by the Brazilian Accounting Pronouncements Committee (CPC), and
interpretations of standards listed below were published and are mandatory for years beginning on or after January 1, 2010. In addition, other pronouncements and interpretations were also published, which alter the accounting practices adopted in Brazil, within the process of convergence with international standards. The standards
below are only those that could (or should) more significantly affect the Company’s financial statements. Under
the terms of these new standards, the amounts for 2009, presented herein, should be restated for comparison
purposes when the 2010 financial statements are prepared. The Company did not opt for the early adoption of
these standards for the year ended December 31, 2009.
• CCPC 22 - Segment Information
• CCPC 30 - Revenues and ICPC 02 - Real Estate Construction Contracts
• CCPC 36 - Consolidated Financial Statements
• CCPC 38 a 40 - Financial Instruments: Recognition, Measurement, Presentation and Disclosure
The Company will prepare the information by segment, and alterations should occur in the presentation of the
consolidated financial statements, one of which is the presentation of the minority interest in stockholders’ equity.
ICPC 02, combined with CPC 30, brings significant changes regarding the accounting practices previously established by OCPC 01 for real estate development entities. The Company is evaluating the impact of these changes
on the financial statements, which cannot be quantified at present.
3> CASH AND CASH EQUIVALENTS
PARENT COMPANY
Cash and banks
Investment funds - fixed-income
(i)
2009
2008
CONSOLIDATED
2009
2008
857
1,025
5,739
4,142
3,514
2,141
18,558
11,001
4,371
3,166
24,297
15,143
(i) Average rates equivalent to between 99.5% and 100% of the variation of the Interbank Deposit Certificate (“Certificado de Depósito Interbancário - CDI”) rate.
15
4 > ACCOUNTS RECEIVABLE
PARENT COMPANY
CONSOLIDATED
2009
2008
2009
2008
20,895
4,250
56,943
18,908
29,689
48,463
177,982
119,940
(627)
(506)
(3,713)
(2,968)
(19,455)
(29,703)
(90,801)
(60,452)
19,767
18,254
83,468
56,520
Appropriated accounts receivable
40,662
22,504
140,411
75,428
Long-term receivables
(5,795)
(12,803)
(43,691)
(44,441)
Current assets
34,867
9,701
96,721
30,987
Concluded ventures
Ventures in construction
Appropriated financial revenue
Present value adjustment
Installments received
The accounts receivable are substantially updated by the variation of the National Civil Construction Index (“Índice
Nacional da Construção Civil - INCC”) up to the possession of the unit and, subsequently, by the variation of the
General Price Index - Market (“Índice Geral de Preços - Mercado - IGP-M”), plus interest of 12% per annum, appropriated on a “pro rata temporis” basis as from the conclusion of the construction and the delivery of the unit sold.
Discounted receivables correspond to accounts receivable of concluded ventures, at rates between 9% and
10.5% per annum, plus IGP-M. The discounted receivables and the commitment to honor the payment of eventual
delinquent accounts were granted as collateral.
The balance of accounts receivable of the units sold and not yet concluded is not wholly reflected in the financial
statements, since recognition is limited to that part of the revenue recorded in the books (according to criteria
described in Note 2.1(c)), net of the installments received.
16
As complementary information, the total balance of accounts receivable regarding the real estate development
activity, not considering the effects of the present value adjustment, can be summarized as follows:
PARENT COMPANY
2009
CONSOLIDATED
2008
2009
2008
Appropriated accounts receivable
40,662
22,504
140,411
75,428
Sales revenue to be appropriated (*)
13,043
31,419
170,644
173,037
Total accounts receivable
53,705
53,846
311,055
248,465
(45,720)
(30,974)
128,209
(75,167)
7,985
22,872
182,846
173,298
Installments receivable in one year
Installments receivable in the long-term
(*) Subject to the effects of the present value adjustment at the time of appropriation.
The accounts receivable, not considering the effects of the present value adjustment, can be presented as follows,
by year of maturity:
PARENT COMPANY
YEAR
2010
2011
2012
2013
2014
2015 forward
2009
CONSOLIDATED
2008
2009
2008
-
7,346
-
50,145
1,635
2,432
85,377
48,858
1,472
1,852
10,303
8,813
914
1,603
2,832
6,375
685
9,639
1,966
59,108
3,279
-
82,369
-
7,985
22,872
182,846
173,298
17
5 > REAL ESTATE TO BE SOLD
The real estate to be sold is represented by land for future development and by costs incurred for the real estate
units (concluded and in construction), as presented below:
PARENT COMPANY
2009
Concluded real estate
CONSOLIDATED
2008
2009
2008
6,497
614
10,547
6,569
-
-
24,004
22,130
Real estate in construction
Land
Construction cost
32,367
43,306
186,856
109,183
Cost of units sold
(25,060)
(36,862)
133,279
80,136
13,804
7,059
88,127
57,745
-
-
(24,004)
(22,130)
13,804
7,059
64,123
35,616
Non-current assets
Current assets
The portion classified in long-term receivables corresponds to land of ventures expected to be launched in more
than 12 months.
The real estate to be sold granted as collateral is mentioned in Note 8.
18
6 > INVESTMENTS
a.The main information on the corporate participations can be summarized as follows:
HOLDING %
COMPANIES
NET INCOME
(LOSS FOR
THE YEAR)
STOCKHOLDERS’/
QUOTAHOLDERS’
EQUITY
INVESTMENT
2009
2008
2009
2008
2009
2008
2009
2008
Queiroz Galvão Mac Cyrela Veneza
Empreendimento Imobiliário S.A. (i)
30
30
14,806
2,756
28,167
9,955
8,449
2,985
Queiroz Galvão Cyrela Empreendimentos
Imobiliários S.A. (i)
40
40
(868)
2,980
3,042
4,801
1,216
1,920
Queiroz Galvão Cyrela Oklahoma
Empreendimento Imobiliário SPE Ltda. (i)
50
50
6,037
1,313
10,077
8,573
5,040
4,288
Queiroz Galvão Poupec Empreendimentos
Imobiliários Ltda.
50
50
367
(92)
523
88
262
44
Queiroz Galvão Arlindo Gouveia
Desenvolvimento Imobiliário Ltda.
100
100
(9)
(21)
337
213
337
213
Queiroz Galvão Itapuã Desenvolvimento
Imobiliário Ltda.
100
100
(79)
(3)
1,215
760
1,215
760
Queiroz Galvão Sabiá Empreendimentos Imobiliários Ltda.
55
55
349
1,519
8,602
6,339
4,731
3,486
Queiroz Galvão Nature Etapa 2
100
100
1,347
-
11,579
5,719
11,579
5,719
Queiroz Galvão Reserva do Japí
100
100
(233)
(6)
7,361
4,580
7,361
4,580
Queiroz Galvão Caio Pereira Desenvolvimento Imobiliário Ltda.
100
100
369
-
504
8
504
8
Queiroz Galvão Vilas Boas Desenvolvimento Imobiliário Ltda.
100
100
(9)
-
1,060
760
1,060
760
Queiroz Galvão Demócrito de Souza Filho
100
100
(21)
(3)
106
63
106
63
Queiroz Galvão Barra Desenvolvimento Imobiliário Ltda.
100
100
(6)
(1)
74
43
75
43
Queiroz Galvão Sumarezinho Desenvolvimento Imobiliário Ltda.
100
100
(76)
(20)
1,336
660
1,336
660
Queiroz Galvão Ibiapina Desenvolvimento Imobiliário Ltda.
100
99
32
-
32
-
32
-
Queiroz Galvão & Galvão Desenvolvimento Imobiliário Ltda.
81
81
151
(5)
231
59
188
48
Queiroz Galvão Ipanema Desenvolvimento Imobiliário Ltda.
100
99
(79)
-
(79)
-
(79)
-
Queiroz Galvão Itaigara Desenvolvimento Imobiliário Ltda.
100
99
(171)
-
248
-
248
-
Queiroz Galvão Morumbi Desenvolvimento Imobiliário Ltda.
100
99
(72)
-
745
-
745
(continued)
19
NET INCOME
(LOSS FOR
THE YEAR)
HOLDING %
COMPANIES
STOCKHOLDERS’/
QUOTAHOLDERS’
EQUITY
INVESTMENT
2009
2008
2009
2008
2009
2008
2009
2008
Queiroz Galvão Pacaembu Desenvolvimento Imobiliário Ltda.
100
99
(1)
-
6
-
6
-
Queiroz Galvão Pituba Desenvolvimento Imobiliário Ltda.
100
99
(2)
-
(2)
-
(2)
-
Queiroz Galvão Barra Rio Desenvolvimento Imobiliário Ltda.
100
99
(79)
-
(79)
-
(79)
-
Queiroz Galvão Paulínia Desenvolvimento Imobiliário Ltda.
100
100
(11)
(6)
5,749
3,949
5,748
3,949
Queiroz Galvão ACLF Aurora Desenvolvimento Imobiliário Ltda.
60
60
(311)
-
80
4
48
3
Queiroz Galvão Santos Dumont
100
100
(1)
-
6
3
6
3
Queiroz Galvão Isla Desenvolvimento Imobiliário Ltda.
100
100
2,247
24
10,820
4,905
10,820
4,905
Queiroz Galvão São Paulo Empreendimentos Imobiliários Ltda.
100
100
2,225
6,789
12,422
12,731
12,422
12,731
Queiroz Galvão Brotas Desenvolvimento Imobiliário Ltda.
100
100
2,738
1,582
8,604
4,370
8,604
4,370
Queiroz Galvão Poupec Desenvolvimento Imobiliário Ltda.
50
50
1,359
736
2,656
888
1,327
448
Queiroz Galvão Ypiranga Desenvolvimento Imobiliário Ltda.
100
100
(5)
(10)
416
201
416
201
33
33
(3)
(2)
10,147
7,561
3,382
2,520
Queiroz Galvão Empreendimentos Ltda.
100
100
2,705
(1,204)
35,406
23,638
35,406
23,638
Queiroz Galvão Recife Desenvolvimento Imobiliário Ltda.
100
99
2,225
-
28
-
28
-
Queiroz Galvão Boa Viagem Desenvolvimento Imobiliário Ltda.
100
99
(3)
-
8
-
8
-
Queiroz Galvão Quality Desenvolvimento Imobiliário Ltda.
100
-
-
-
45
-
45
-
Queiroz Galvão Master Desenvolvimento Imobiliário Ltda.
99
-
-
-
-
-
-
-
122,591
78,346
Novo Recife Empreendimentos Ltda.
Total investments -net
20
b.The changes in the investments in 2009 and 2008 were as follows:
DECEMBER 31, GAIN OR LOSS ON
EQUITY IN THE
DECEMBER 31,
2008
TRANSLATION ADDITIONS REDUCTIONS
RESULTS
DIVIDENDS
2009
Empreendimento Imobiliário S.A.
2,985
-
-
-
4,442
-
8,449
Queiroz Galvão Cyrela Empreendimentos Imobiliários S.A.
1,920
-
-
(459)
(347)
(555)
1,216
Empreendimento Imobiliário SPE Ltda.
4,288
-
-
-
3,018
(3,733)
5,040
Queiroz Galvão Poupec Empreendimentos Imobiliários Ltda.
44
-
19
-
184
-
262
448
-
52
-
674
-
1,327
213
-
59
-
(9)
-
337
Queiroz Galvão Itapuã Desenvolvimento Imobiliário Ltda.
760
-
273
-
(79)
-
1,215
3,486
-
126
-
(75)
-
4,731
5,719
-
2,555
-
1,347
-
11,579
Queiroz Galvão Nature Reserva do Japí
4,580
-
1,446
-
(233)
-
7,361
8
-
123
-
369
-
504
760
-
48
-
(8)
-
1,060
63
-
41
-
(20)
-
106
43
-
24
-
(6)
-
75
Queiroz Galvão Sumarezinho
660
-
526
-
(76)
-
1,336
-
-
33
-
(1)
-
32
48
-
-
-
123
-
188
-
-
1
-
(79)
-
(79)
4,905
-
1,989
-
2,247
-
10,820
-
-
419
-
(171)
-
248
-
-
818
-
(72)
-
745
-
-
7
-
(1)
-
6
-
-
-
-
(2)
-
(2)
-
-
1
-
(79)
-
(79)
(continued)
21
DECEMBER 31, GAIN OR LOSS ON
EQUITY IN THE
DECEMBER 31,
2008
TRANSLATION ADDITIONS REDUCTIONS
RESULTS
DIVIDENDS
2009
3,949
-
459
-
(11)
-
5,748
Queiroz Galvão ACLF Aurora
3
-
231
-
(186)
-
48
3
-
3
-
(1)
-
6
12,731
-
5
-
2,225
(6,895)
12,422
4,371
-
-
-
2,738
-
8,604
Queiroz Galvão São Paulo Empreendimentos Imobiliários Ltda.
200
-
152
-
(5)
-
416
2,520
-
-
-
-
-
3,382
23,638
-
981
-
2,699
-
35,406
-
-
38
-
(10)
-
28
-
-
11
-
(3)
-
8
Queiroz Galvão Quality Desenvolvimento Imobiliário Ltda.
Total 2009 – US$
-
-
45
-
-
-
45
78,346
26,809
10,486
(459)
18,592
(11,183)
122,591
DECEMBER
31, 2007
ADJUSTMENTS GAIN OR ADJUSTED
LOSS ON
FROM LAW
OPENING
EQUITY IN
DECEMBER
NO. 11638 TRANSLATION BALANCE ADDITIONS THE RESULTS DIVIDENDS 31, 2008
4,013
(340)
-
2,702
-
827
(543)
2,985
2,032
43
-
1,584
-
1,192
(856)
1,920
Empreendimento Imobiliário SPE Ltda.
4,621
1,199
-
4,701
-
656
(1,070)
4,288
110
(1)
-
82
8
(46)
-
44
(4)
118
-
115
-
333
-
448
-
-
-
-
234
(21)
-
213
-
-
-
-
763
(3)
-
760
3,269
172
-
2,650
-
836
-
3,486
-
-
-
-
5,719
-
-
5,716
-
-
-
-
4,586
(6)
-
4,580
Queiroz Galvão Poupec Empreendimentos
Imobiliários Ltda.
(continued)
22
DECEMBER
31, 2007
ADJUSTMENTS GAIN OR ADJUSTED
LOSS ON
FROM LAW
OPENING
EQUITY IN
DECEMBER
NO. 11638 TRANSLATION BALANCE ADDITIONS THE RESULTS DIVIDENDS 31, 2008
Queiroz Galvão Caio Pereira
-
-
-
-
8
-
-
8
-
-
-
-
762
(2)
-
760
-
-
-
-
66
(3)
-
63
-
-
-
-
44
(1)
-
43
Queiroz Galvão Sumarezinho
-
-
-
-
666
(6)
-
660
-
-
-
-
-
-
-
-
-
-
-
-
52
(4)
-
48
-
-
-
-
-
-
-
-
(120)
91
-
-
4,881
24
-
4,905
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,955
(6)
-
3,949
-
-
-
-
3
-
-
3
-
-
-
-
3
-
-
3
Queiroz Galvão São Paulo
Empreendimentos Imobiliários Ltda.
(58)
(46)
-
(90)
8,172
6,789
(2,139)
12,731
(20)
-
-
(18)
3,378
1,582
(574)
4,371
-
-
-
-
211
(10)
-
200
-
-
-
-
2,521
(1)
-
2,520
Total 2008 – US$
-
-
-
-
24,844
(1,204)
-
23,638
13,844
1,235
(3,354)
11,725
60,875
10,928
(5,182)
78,346
23
c. The total balances of assets, liabilities, revenues and expenses of the jointly-controlled subsidiary companies,
considered in the consolidated financial statements, proportionally to the shareholdings maintained, can be
summarized as follows:
ASSETS
HOLDING %
CURRENT
LONG-TERM
TOTAL
Queiroz Galvão Mac Cyrela Veneza Empreendimento Imobiliário S.A.
30
33,082
4,659
37,742
40
2,244
1,830
4,074
Queiroz Galvão Cyrela Oklahoma SPE Ltda.
50
23,030
914
23,944
50
4,475
1,961
6,435
50
17,885
14
17,899
55
14,006
55
14,061
60
345
-
345
81
7,776
6,021
13,797
33
39,680
-
39,680
30
17,552
-
17,552
40
3,270
2,481
5,751
50
9,559
3,061
12,620
50
336
662
998
50
6,931
-
6,931
55
3,660
3,029
6,688
60
13
2
15
81
460
2,139
2,599
33
26,565
-
26,565
24
LIABILITIES AND STOCKHOLDERS’ EQUITY
HOLDING %
CURRENT
LONG- TERM
STOCKHOLDERS’
EQUITY
TOTAL
30
8,181
1,394
28,167
37,742
Queiroz Galvão Cyrela Empreendimentos
Imobiliários S.A.
40
543
489
3,042
4,073
50
13,708
160
10,077
23,944
50
2,363
3,550
523
6,435
50
7,911
7,333
2,656
17,899
Queiroz Galvão Sabiá
55
1,766
3,693
8,602
14,061
60
3
261
80
344
Queiroz Galvão & Galvão
81
13,455
1,394
231
15,080
33
9,871
19,662
10,147
39,680
30
1,675
5,923
9,955
18
Queiroz Galvão Cyrela
Empreendimentos Imobiliários S.A.
40
453
496
4,801
5,751
50
1
3,474
8,573
12,620
Queiroz Galvão Poupec
50
903
7
88
998
50
2,953
3
888
6,931
55
155
195
6,339
6,688
60
-
11
4
15
81
2,539
-
59
2,599
33
3,831
15,173
8
26,565
For the jointly-controlled subsidiary companies together, the directors are elected by each of the stockholders, who
are the responsible for the decisions of the operations of the subsidiary companies, equitably sharing the control.
25
RESULT FOR THE YEAR
OPERATING
EXPENSES
FINANCIAL
RESULT
INCOME TAX AND
SOCIAL
CONTRIBUTION
NET INCOME
(LOSS) FOR
THE YEAR
NET REVENUE
COSTS
33,453
(19,126)
(199
1,524
(846)
14,806
(110)
(470)
(700)
458
(45)
(868)
19,358
(13,353)
(177)
327
(119)
6,037
5,090
(3,973)
(496)
(224)
(30)
367
11,225
(8,684)
(1,152)
224
(254)
1,359
9,832
(8,104
(1,072)
101
(407)
349
(1)
-
(309
-
-
(310)
2,908
(2,690)
(190)
213
(90)
151
-
-
(1)
(2)
-
(3)
6,698
(3,547)
(484)
1,191
(1,131)
2,727
Queiroz Galvão Cyrela
Empreendimentos Imobiliários S.A.
9,347
(5,827)
(406)
264
(400)
2,979
2,804
(1,241)
(184)
7
(72)
1,313
622
(411)
(288)
-
(15)
(92)
4,020
(2,736)
(599)
195
(144)
736
3,790
(2,129)
(167)
138
(113)
1,519
-
-
-
-
-
-
-
-
(53)
49
-
(4)
-
-
(1)
(1)
-
(2)
26
7 > PROPERTY AND EQUIPMENT
PARENT COMPANY
CONSOLIDATED
2009
2008
2009
2008
98
73
339
250
-
-
(102)
(58)
371
237
1,477
983
(182)
(88)
(744)
(371)
Furniture and fixtures
368
254
790
563
( - ) Accumulated depreciation
(88)
(40)
(223)
(110)
Vehicles
321
158
637
408
(104)
(42)
(353)
(195)
206
150
1,416
869
(101)
(61)
(543)
(309)
888
641
2,694
2,031
Facilities
Computer equipment
Field equipment
DEPRECIATION ANNUAL
RATE %
10
20
10
20
10
Review and adjustment of estimated useful lives
As required by Technical Interpretation ICPC 10 of the Brazilian Accounting Pronouncements Committee (“Comitê
de Pronunciamentos Contábeis - CPC”), approved by CVM Resolution No. 619/09, the Company’s management
must carry out periodical reviews of the estimated economic useful lives of the property and equipment items for
the purpose of calculating depreciation, as well as to determine their residual values.
27
8 > LOANS AND FINANCING
PARENT COMPANY
2009
CONSOLIDATED
2008
2009
2008
7,136
13,880
7,136
Loans - working capital (b)
35,435
17,426
40,054
Real estate credit operations (c)
31,761
8,585
51,217
16,751
1,049
1,973
4,037
5,907
75,382
41,865
102,445
53,967
(37,078)
(22,607)
(54,209)
(29,613)
38,304
19,258
48,236
24,353
Loans - swap (a)
Other credit operations (d)
Current liabilities
31,309
Main data on loans and financing:
(a)
SWAP (US DOLLAR
AND YEN TO CDI)
NOMINAL VALUE
Banco Santander S.A.
US$ 6,904
ORIGINAL
INDEX
Yen + 1.65%
PERCENTAGE
“SWAP”
2009
100%
US$ 7,136
In 2009, the Company raised loans (working capital) amounting to US$ 7,136 with Banco Santander S.A. Linked
to this operation, and in order to minimize the exchange exposure risks of the loans, the Company entered into
swap contracts, in the full amount of this debt, as disclosed in Note 15.
(b)
ANNUAL RATE
OF INTEREST AND
COMMISSIONS
2009
PARENT COMPANY
US$
CONSOLIDATED
US$
Local currency (working capital)
112.50
21,384
21,384
Unibanco
113
14,051
14,051
Unibanco
0.91
-
3,018
Bradesco
CDI
-
1,601
35,435
40,054
(14,554)
(13,430)
20,881
26,624
Santander
Less
Current liabilities
28
(c) The real estate credit operations are subject to the variation of the Referential Interest Rate (“Taxa Referencial de Juros - TR”), plus 9% to 12% per annum. The following assets were granted as collateral:
2009
PARENT COMPANY
CONSOLIDATED
Inventories (incurred cost)
61,104
116,796
Land
21,481
36,296
Total – US$
82,585
153,092
The composition of the long-term amounts, by year of maturity, is as follows:
2009
YEAR
PARENT COMPANY
CONSOLIDATED
2011
12,309
17,569
Total – US$
12,309
17,569
The long-term real estate credit operations have anticipated maturity clauses in the case of non-compliance
with the commitments assumed in the contracts, such as the use of the funds in the objective of the contracts,
registration of the mortgage of the venture, compliance with the construction schedule and others. The Company is complying with all the commitments agreed in the contracts.
(d) The amount refers to the discount of receivables corresponding to the accounts receivable of concluded ventures, at the rates of 9% and 10.5% per annum, plus IGP-M. The discounted credits and the commitment to
honor the payment of eventual delinquent accounts were granted as collateral.
29
9 > RELATED PARTIES
a. Loan operations
PARENT COMPANY
ASSETS
CONSOLIDATED
ASSETS
LIABILITIES
LIABILITIES
2009
2008
2009
2008
2009
2008
2009
2008
2,916
-
-
-
-
-
-
-
690
-
-
-
-
-
-
-
1,011
-
-
-
-
-
-
-
883
-
-
-
-
-
-
-
227
-
-
-
-
-
-
-
364
271
-
-
-
-
-
-
679
54
300
40
-
-
28
150
10
304
-
-
9
-
-
-
-
-
-
-
2,174
-
-
-
144
-
-
-
-
-
5,942
86
505
1
-
-
-
177
1,070
157
132
481
11
732
-
-
737
318
-
193
5
732
-
-
-
22
-
-
-
-
-
-
72
1
-
-
-
-
6
-
1
1
-
-
-
-
-
-
79
1
-
-
-
-
-
-
79
1
-
-
-
-
-
-
5,176
3,852
-
-
-
-
-
-
169
2,889
1
52
-
-
143
52
-
-
Subsidiary companies
Queiroz Galvão São Paulo Empreendimentos Imobiliário Ltda.
Queiroz Galvão Nature II Desenvolvimento imobiliário Ltda.
Queiroz Galvão Reserva do Japi
Desenvolvimento imobiliário Ltda.
Empreendimentos imobiliário S.A.
Queiroz Galvão Poupec Desenvolvimento imobiliário Ltda.
Queiroz Galvão Cyrela Oklahoma Ltda.
Queiroz Galvão Sabiá Empreendimentos Imobiliário Ltda.
Queiroz Galvão Poupec Empreendimentos Imobiliário Ltda.
Queiroz Galvão Aclf Jardins Ltda.
Queiroz Galvão Aclf Aurora Ltda.
(continued)
30
PARENT COMPANY
ASSETS
CONSOLIDATED
ASSETS
LIABILITIES
LIABILITIES
2009
2008
2009
2008
2009
2008
2009
2008
-
-
4,662
1,737
137
-
-
-
10
-
-
-
-
-
-
-
3
-
-
-
-
-
7
-
69
-
-
-
-
-
-
-
7
-
-
-
-
-
-
-
79
-
-
-
-
-
-
-
6
-
-
-
-
-
-
-
8
-
-
-
-
-
-
-
67
-
-
-
-
-
-
-
11
-
-
-
-
-
-
-
3
-
-
-
-
-
-
-
19,139
5,163
11,336
1,823
2,012
409
1,049
-
Construtora Queiroz Galvão S.A.
-
-
2,765
-
-
-
2,765
-
Current
-
-
(5,395)
(1,823)
-
-
(732)
-
19,139
5,163
8,707
-
2,012
409
3,082
-
Queiroz Galvão Sumarezinho Desenvolvimento Imobiliário Ltda.
Parent company
Balances presented in non-current
31
The loan balances maintained with Queiroz Galvão & Galvão Desenvolvimento Imobiliário Ltda. are subject to
interest of 6% per annum. The receipt of the balances must occur in accordance with the cash flow of the corresponding ventures.
The other balances maintained with the subsidiary companies are not subject to financial charges and do not
have pre-established maturity dates.
The consolidated balances with subsidiary companies presented arise from the process of proportional consolidation of the financial statements.
The Company participates in real estate development ventures together with other partners, directly or through
related parties, through shareholdings. The management structure of these ventures and the cash management
are centralized in the company leading the venture, which verifies the development of the construction projects
and the budgets. Consequently, the venture leader assures that the use of the necessary funds are made and
allocated in accordance with the plans. The source and application of the funds of the ventures are reflected in
these balances, observing the respective percentage of holding.
The average term of development and completion of ventures in which funds are invested is three years, which is
always based on the projects and physical-financial schedules of each construction project. This type of allocation of funds permits that the business conditions that are agreed with each partner in each venture are concentrated on specific structures that are the most adequate to its characteristics.
10 > ADVANCES FROM CUSTOMERS
PARENT COMPANY
CONSOLIDATED
2009
2008
-
-
4,594
2,045
-
(3,808)
(1,511)
10,720
1,727
Receipts for the reservation of units and other advances
2009
2008
Units sold of ventures in construction
Appropriated financial revenue
Installments received
Receipts in exchange for land
Current liabilities
94
1,115
9,399
7,489
94
1,115
16,311
7,705
94
1,115
20,905
9,750
(94)
965
(12,205)
(1,384)
-
150
8,702
8,366
32
11 > ACCOUNTS PAYABLE FOR REAL ESTATE ACQUISITIONS
CONSOLIDATED
2009
2008
7,095
6,320
(3,286)
(1,264)
3,808
5,056
Accounts payable in local currency, subject to
TR variation + 10.5% per annum
Current liabilities
The composition of the long-term amounts, by year of maturity, is as follows:
CONSOLIDATED
Year
2009
2008
2010
-
1,264
2011
2,182
1,264
2012 onwards
1,626
2,528
3,808
5,056
33
12 > INCOME TAX AND SOCIAL CONTRIBUTION
a.Deferred
The Company and its subsidiary companies have the following balances to be offset, deducted or added in the
calculation basis for future taxable income to be computed based on the taxable profit. Furthermore, they
have differences to be taxed in future years, arising from the profit on real estate activities taxed on the cash
basis and the amount recorded on the accrual basis, considering taxation by the taxable or presumed profit
basis, as follows:
PARENT COMPANY
(i)
2008
2009
2008
(3,879)
-
(3,879)
-
-
-
(467)
-
-
22,429
32,957
75,524
Liabilities to be taxed - taxable profit
Difference between the profit on real estate activities taxed on the cash basis and the amount recorded on the accrual basis – US$
(iii)
2009
Credits to be offset - taxable profit
Income tax and social contribution losses to be offset against future taxable income – US$ (ii)
CONSOLIDATED
Liabilities to be taxed - presumed profit
Difference between the profit on real estate activities taxed on the
cash basis and the amount recorded on the accrual basis – US$
As a result of the tax credits and liabilities, mentioned above, the corresponding tax effects were recorded
(income tax and social contribution), as follows:
PARENT COMPANY
CONSOLIDATED
2009
2008
2009
2008
-
292
941
868
-
389
733
1,588
-
681
1,674
2,456
In current liabilities
Difference of profit on real estate activities - presumed profit
In non-current liabilities
Difference of profit on real estate activities - presumed profit
Considering the current context of the Company’s operations, which substantially comprises holdings in other
companies, tax credits were not constituted on the totality of the accumulated balance of income tax and social
contribution losses.
34
The taxation of the difference between the profits on the cash basis and the profit computed on the accrual
basis occurs over an average term of five years, considering the term of the receivables and the conclusion of
the corresponding construction projects.
The income tax and social contribution losses to be offset against future taxable income do not have an expiry
period, but the offset is limited to 30% of the taxable income reported in each future base period.
The income tax and social contribution were calculated at the rates of 25% and 9%, respectively.
b.For the year
The income tax and social contribution charge can be summarized as follows:
CONSOLIDATED
2009
2008
Method of computation
Taxable profit
Income tax
(779)
-
Social contribution
(292)
-
(1,072)
-
(1,336)
(2,208)
(706)
(982)
(2,042)
(3,190)
(3,114)
(3,190)
Presumed profit
Income tax
Social contribution
Charge in the result for the year – US$
The income tax and social contribution due on the taxable income of the parent company and its subsidiary
companies were determined as mentioned to Note 2(e).
35
c. Reconciliation of the income tax and social contribution expense
The reconciliation between the income tax and social contribution expenses at the nominal and effective rates
is shown below:
CONSOLIDATED
Profit before income tax and social contribution
Loss before income tax and social contribution and of the shareholdings in the parent company, which presented tax losses for the year, without constituting the corresponding tax credit
Combined nominal rate of income tax and social contribution - %
Income tax and social contribution at statutory rates
Temporary differences and permanent adjustments to the taxable profit, the income
tax and social contribution charges of subsidiary companies calculated on the
presumed profit basis or of ventures calculated according to special taxation systems
at differentiated rates and bases
Charge in the result for the year – US$
2009
2008
18,828
16,040
3,890
-
22,718
16,040
34
34
7,725
5,454
(4,611)
(2,264)
3,114
3,190
13 > STOCKHOLDERS’ EQUITY
a.Capital
On December 15, 2008, the management transformed, through the Stockholders’ General Meeting, the legal
status of the Company from a limited company to a limited liability corporation, becoming Queiroz Galvão Desenvolvimento Imobiliário S.A. Furthermore, the capital increase in the Company in the amount of US$ 26,914,
by the parent company Construtora Queiroz Galvão S.A., was approved.
On November 27, 2009, the share transfer and the control of Construtora Queiroz Galvão to Queiroz Galvão S.A
was approved.
The fully subscribed and paid-up capital comprises 127,167 common nominative shares, with no par value,
totaling US$ 73,034.
36
b.Appropriation of net income
According to the Company’s by-laws, approved at the Meeting held on December 15, 2008 that transformed the
Company into a limited liability corporation, from the net income for the year, before the offset of losses and
the constitution of legal reserve, 3% is to be allocated to the payment of mandatory annual dividends.
The calculation of the dividends for December 31 can be summarized as follows:
2009
2008
17,175
12,224
Transfer to legal reserve
(859)
(603)
Calculation basis
16,316
11,621
Minimum statutory dividend – %
3%
3%
Dividend proposed by management – US$
489
349
As mentioned in Note 5, the total budgeted cost to be incurred for the ventures launched up to December 31,
2009 amounts to US$ 79,116, of which US$ 77,162 corresponds to units already sold. As a result, the proposal
of management, according to the by-laws and to Articles 195 and 196 of Corporation Law, is to transfer all nondistributed income to the retained profits reserve, to cover the mentioned commitments.
14 > CONTINGENCIES
The Company is a party to labor, civil and tax and other lawsuits in progress, and is discussing such matters at
the administrative and judicial levels, which, when applicable, are supported by judicial deposits, which amounted
to US$ 88 in the parent company and US$ 437 in consolidated at December 31, 2009 (2008 - US$ 33 in the parent
company and US$ 127 in consolidated). The Company constituted a provision for contingencies in respect of the
lawsuits, the probability of loss in which is considered probable, in the amount of US$ 78 in the parent company
and US$ 428 in consolidated at December 31, 2009 (2008 - US$ 319). On December 31, 2009 there was an amount
of US$ 57 in the parent company and US$ 149 in consolidated (2008 - US$ 19 in the parent company and US$ 138
in consolidated) relating to lawsuits at the administration and judicial levels, the probability of loss in which is considered possible.
37
15 > FINANCIAL INSTRUMENTS
a.Identification and valuation of financial instruments
The Company maintains various financial instruments, mainly cash and cash equivalents, (including financial investments), trade notes receivable, accounts payable to suppliers and loans and financing.
The amounts recorded in current assets and liabilities have immediate liquidity or fall due, mostly, within three
months. Considering the term and characteristics of these instruments, which are systematically renegotiated, the
book values approximate the fair values.
Valuation of financial instruments
The Company’s principal asset and liability financial instruments at December 31, 2009 are described below,
as well as the criteria for their valuation/evaluation:
b.Cash and cash equivalents, financial investments, accounts receivable, other current assets and accounts
payable
The amounts recorded approximate their realizable or settlement values.
c. Other financial assets and liabilities
The other estimated market values of the financial instruments, assets and liabilities, at December 31, 2009
and 2008, recorded in the asset and liability accounts, do not present values materially different from those
recognized in the financial statements.
d.Loans and financing
The book value of loans and financing in reais with rates linked to the Referential Interest Rate (“Taxa Referencial de Juros - TR”), plus interest, approximates the fair value. In relation to other loans and financing,
including those in foreign currency, there is no significant difference between the book value and the fair value,
calculated in accordance with the discounted cash flow method.
e. Derivatives
The Company’s management, in order to minimize the exchange rate risks, established policies and procedures
to manage these risks and utilizes previously approved protection instruments. Among the policies established
by the Company, the contracting of financial instruments, regardless of the impact of market fluctuation of the exchange rates on the equity position and on the commercial flow of the contracts in portfolio, should be highlighted.
Furthermore, the Company contracts operations involving derivative exchange financial instruments in order
to fulfill the previously mentioned strategy. The Company does not contract operations with financial derivatives for speculative purposes.
Due to its policy to protect its financial position in foreign currency, the Company opted to contract derivative
financial instruments.
The position of the derivative instruments contracted at December 31, 2009 had the purpose of protecting
against the exchange rates fluctuation risk that could affect the firm future commitments for the liquidation of
38
loans. They were contracts registered at the Clearing House for the Custody and Financial Settlement of Securities (“Central de Custódia e de Liquidação Financeira de Títulos - CETIP”) - the organized counter of assets
and derivatives, and the respective counterparties are financial institutions that act in the local market. The
Company has the right to settle these contracts before the maturity date, and the settlement value is usually
calculated based on the market rates at the date of the anticipated settlement.
The notional value at December 31, 2009 amounted to US$ 6,904 (2008 - US$ 12,409), represented by loan contracts established in YEN that were converted into local currency, for which the Company takes the responsibility for the variation between the previously contracted fixed rate and a percentage of CDI, and the bank
takes the responsibility for the variation of the quotations of the respective currency to the maturity date. The
amounts are distributed with monthly maturities and settlement in September 2010.
Derivative financial instruments are contracted with prime financial institutions in Brazil.
The Company adopts hedge accounting and, because it represents a fair value hedge, the gains and losses
with the derivative operations and on the respective firm commitments are recognized monthly in the results,
considering the fair value (market) of these instruments.
Accordingly, in addition to accounting for derivatives at fair value, the Company also accounts for, as assets
or liabilities, the variation in the value of market exchange rates of the derivatives related to the firm commitments of service rendering and resale of products.
The previously described derivative contracts have the following maturity dates:
MATURITY
NOTIONAL VALUE
FAIR VALUE
UNREALIZED LOSSES
LIABILITY POSITION
03/09/2010
6,904
6,571
(566)
7,136
Total
6,904
6,571
(566)
7,136
Transactions qualified as hedge accounting are designated at the signing contract moment, considereing the
relationship between the coverage and the respective assets or liabilities, as well the management of risks
and operational strategy.
Methodology of calculating the fair value of derivatives
Futures - these are evaluated at the present value of the difference between the estimated asset value at the
maturity date, obtained from the interpolation of market data informed by that market on the base date, and
the reference value of the contract at the maturity date (strike price).
f. Interest rate risk
This risk arises from the possibility that the Company may incur losses due to fluctuations in interest rates that
lead to an increase in the financial expenses on loans and financing obtained in the market. The Company continuously monitors market interest rates in order to assess the need to contract new instruments to hedge against
the volatility risk of these rates and adopts a conservative policy for the investment of its financial resources.
39
g. Credit risk
The Company’s sales policy is associated to the credit risk level it is willing to accept in the course of its business.
The diversification of its receivables portfolio, the selectivity of customers, as well as the monitoring of sales
terms per business segment and individual limits of position are the procedures adopted to minimize possible
default problems in accounts receivable.
h.Liquidity risk
This is the risk of the Company not having sufficient liquid funds to meet its financial commitments, due to the
mismatch of terms or volume in expected receipts and payments.
To manage liquidity of cash in local and foreign currency, assumptions for future disbursements and receipts
are determined, and these are monitored daily by the treasury area.
16 > INSURANCE
The Company has insurance policies for fire in respect of property and equipment, as well as engineering
risks, whose coverage value amounts to US$ 35,604.
40
REPORT OF INDEPENDENT AUDITORS
(A free translation of the original in Portuguese)
TO THE BOARD OF
DIRECTORS AND STOCKHOLDERS
QUEIROZ GALVÃO DESENVOLVIMENTO IMOBILIÁRIO S.A.
RIO DE JANEIRO – RJ
1. We have audited the accompanying balance sheets of Queiroz Galvão Desenvolvimento Imobiliário S.A. and the
consolidated balance sheets of Queiroz Galvão Desenvolvimento Imobiliário S.A. and its subsidiary companies
as of December 31, 2009 and 2008, and the related statements of income, changes in stockholders’ equity and
cash flows of Queiroz Galvão Desenvolvimento Imobiliário S.A. and the related consolidated statements of income and cash flows for the years then ended. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements.
2. We conducted our audits in accordance with approved Brazilian auditing standards, which require that we perform the audit to obtain reasonable assurance about whether the financial statements are fairly presented in all
material respects. Accordingly, our work included, among other procedures: (a) planning our audit taking into
consideration the significance of balances, the volume of transactions and the accounting and internal control
systems of the Companies, (b) examining, on a test basis, evidence and records supporting the amounts and disclosures in the financial statements, and (c) assessing the accounting practices used and significant estimates
made by management, as well as evaluating the overall financial statement presentation.
3. In our opinion, the financial statements audited by us present fairly, in all material respects, the financial position of Queiroz Galvão Desenvolvimento Imobiliário S.A. and Queiroz Galvão Desenvolvimento Imobiliário S.A.
and its subsidiary companies at December 31, 2009 and 2008 and the results of operations, the changes in stockholders’ equity and cash flows of Queiroz Galvão Desenvolvimento Imobiliário S.A., as well as the consolidated
results of operations and cash flows for the years then ended, in accordance with accounting practices adopted
in Brazil.
Recife, April 27, 2010
PricewaterhouseCoopers
Auditores Independentes
CRC 2SP000160/O-5 “F” PE
Gilberto Bagaiolo Contador
Contador CRC 1RS069038/O-0 “S” PE

QUEIROZ GALVÃO

Transcription

Similar documents

QUEIROZ GALVÃO

CONSTRUTORA QUEIROZ GALVÃO S.A.

QUEIROZ GALVÃO S.A.

Queiroz hoping to build from a solid defensive base

Pepsi Cola

Booth # V3704 - Think Plastic

Presentation - Muzzicycles

presentation letter - Directorio Eléctrico Ecuatoriano

Untitled - Think Plastic

CRISTAL SETE VIDROS TEMPERADOS LTDA Quality Management