Company`s Identification PDG Realty S.A. Empreendimentos e

Transcription

Public Corporation with Authorized Capital
CNPJ/MF nº 02.950.811/0001-89
Praia de Botafogo, n° 501, 2° andar, parte
CEP 22250-040, Torre Pão de Açúcar. Rio de Janeiro – RJ
Company’s Identification
PDG Realty S.A. Empreendimentos e Participações, enrolled in the
Federal Taxpayers Registry under the No 02.950.811/0001-89 and with
its articles of incorporation filed in the Commercial Registry of the
States of São Paulo and Rio de Janeiro
Headquarters
Praia de Botafogo, 501, block 1, room 201, part, Pão de Açúcar Tower,
Centro Empresarial Mourisco, at the Capital of the State of Rio de
Janeiro.
Investor Relations Office
Located in our office in the City of Rio de Janeiro, at Praia de Botafogo,
501, Torre Pão de Açúcar, conjunto 203. Mr. Michel Wurman is
responsible for this office and may be contacted through the phone
number (+55 21) 3504-3802, fax (+55 21) 3504-3849 and e-mail
[email protected].
Company’s Independent Auditors
Terco Grant Thornton Auditores Independentes S.S.
Shareholders Services
Our shareholders services is performed by our agent Itaú Corretora de
Valores Mobiliários S.A., located at Avenida Engenheiro Armando de
Arruda Pereira, 707, 7th floor, orange side, in the city of São Paulo, in the
State of São Paulo, telephone (+55 11) 5029 7780 and fax (+55 21) 3274
3543.
Newspapers in which the Company
discloses information
Diário Oficial of the Company’s headquarters and Valor Econômico
newspaper.
Site
www.pdgrealty.com.br. The information contained in the website is not
part of this Form, neither is incorporated to it.
Reference Form’s last Update
August 17, 2010.
BZDB01 88044462.3 03-set-10 20:27
Reference Form - PDG Realty S.A. Empreendimentos e Participações
CONSIDERATIONS ABOUT THIS FORM
This form is based on the Securities Commission (“CVM”) Rule No. 480 dated as of December 7, 2009 (“ICVM480”).
The date of the last update of this Form does not necessarily mean that this document had all its information updated at
this date, but that some or all of the information contained in it was updated, pursuant to article 24 paragraphs 1, 2 e 3
of ICVM480.
This Form cannot be characterized as a securities public offer document, nor does it constitute an offer of sale or a
request for offer of purchase of securities sales in Brazil or any other jurisdiction.
1.
1.1.
IDENTIFICATION OF THE INDIVIDUALS RESPONSIBLE FOR THE FORM’S CONTENT
Statement of the CEO and the Investor Relations Officer
José Antonio T. Grabowsky (CEO of the Company) and Michel Wurman (Financing Vice-President and Investor
Relations Officer) declare that: (i) they reviewed this Form; (ii) all information contained here meets the requirements
contained in the ICVM480, in special articles 14 to 19; and (iii) the information contained here is true, accurate and
complete description of the economic-financial situation of the Company and of the risks inherent to its activities and its
issued securities.
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BZDB01 88044462.3 03-set-10 20:27
2.
AUDITORS
2.1.
Independent Auditors
Fiscal Year ended 12.31.2009
Corporate name
Terco Grant Thornton Auditores
Independentes S.S.
Terco Grant Thornton Auditores
Independentes S.S.
Ernst & Young Auditores Independentes
S.S.
Name, CPF and contact information (telephone and e-mail) of person in charge
Name: Eduardo José Ramon Leverone
Name: Eduardo José Ramon Leverone
Name: Mauro Moreira
CPF: 833.302.597-87
CPF: 833.302.597-87
CPF: 510.931.467-53
Tel.:(+55 21) 2222-3100
Tel.:(+55 21) 2222-3100
Tel.: (+55 21) 2109-1400
E-mail:
E-mail:
E-mail:
[email protected]
[email protected]
[email protected]
Service contracting date
02.13.2008
04.20.2007
Description of contracted services
Individual and consolidated ITR revision
- Annual audit of individual and
consolidated balance sheet
- Annual audit of individual and
consolidated balance sheet
Not applicable
Auditors substitution
Not applicable
Not applicable
Not applicable
Reason for substitution
Not applicable
02.13.2008
In order to uniformize the audit for all
companies of the group in a single
auditor, once Terco Grand Thorthon was
already the auditor of the controlled
Goldfarb.
Eventual arguments submitted by the auditor against the Company’s reason for its substitution, according to CVM´s
specific regulations in this subject
Not applicable
Not applicable
Not applicable
2.2. Inform the total amount of remuneration of the independent auditors in the last fiscal year, specifying the
fees relative to audit services and those relative to any other provided services
In the last fiscal year ended December 31, 2009, the independent auditors received fees that amounted to a total of
R$1,196,950.80, referring to the services of Audit of the Controller and Consolidated Financial Statements.
2.3.
Other relevant information.
There is no other relevant information in respect to item “2”.
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BZDB01 88044462.3 03-set-10 20:27
3.
SELECTED FINANCIAL INFORMATION
3.1. The information presented by the table below is based on the Company’s financial statements or, when it is
obligated to disclose consolidated financial statements, based on the consolidated financial statements of the
Company.
Period
Equity (in R$ thousand)
Total Assets (in R$ thousand)
Net Revenue (in R$ thousand)
Gross Income (in R$ thousand)
Net Income (in R$ thousand)
Amount of shares, ex-treasury
Equity value per share (in Reais)
Net Income per share (in Reais)
Other selected information
Quarter ended
30.06.2010
5,613,164
12,633,587
1,897,944
623,453
335,354
551,238,775
10.1828
0.6084
Not applicable
Fiscal Year ended
12.31.2009
2,940,820
6,102,517
1,983,819
576,026
338,132
389,877,818
7.5429
0.8673
Not applicable
Fiscal Year ended
12.31.2008
1,476,437
3,246,747
1,231,159
433,360
182,463
292,006,296 (1)
5.0562
0.6249
Not applicable
Fiscal Year ended
12.31.2007
1,349,666
2,563,046
552,018
196,682
71,157
291,465,070 (1)
4.6306
0.2441
Not applicable
(1) Adjusted by the splitting.
3.2. Non accounting measures, conciliation between the disclosed values and the amounts of the audited
financial statements and explanation about the reason why the Company understands that such measures are
more appropriated for the correct understanding of its financial situation and the result of its operations.
EBITDA
Our EBITDA consists of the income before income tax and social contribution, added to the net financial
revenues/expenses, depreciation e amortization. The EBITDA is not considered a measure in accordance with the
Brazilian GAAP, nor does it represent the cash flow for the presented periods. It should not be considered as an
alternative to net income as an indicator of our operational performance or as an alternative for cash flow as an
indicator of liquidity. The EBITDA does not have a standard definition and our definition of EBITDA cannot be
compared to the ones used by other companies. We are convinced that the EBITDA is an important índex to be used
to follow-up Company operational performance once our results are presented free from the impact of financial
expenses that are influenced rather by conditions prevailing in the credit market and not by real the estate market
conditions and free also from the influence of depreciation and amortization expenses which are essentially
accounting expenses.
Quarter ended
June 30,
R$ Thousands
Income before income tax and social
(-/+) Financial Revenues / Expenses
(+) Depreciation and amortization
EBITDA
EBITDA Margin
2010
419,119
(35,831)
31,153
414,441
21.84%
2009
63,429
290
911
64,630
20.70%
Year ended
December 31,
2009
371,327
(52,841)
4,983
323,469
16.31%
2008
245,061
(12,532)
28,198
260,727
21.20%
2007
122,786
36,202
16,573
175,561
31.80%
ADJUSTED EBITDA
Our Adjusted EBITDA is calculated based on the definition issued by CVM Rule 01/2007, consisting of the sum of
income before interest, income tax, depreciation and amortization, added to the following adjustments: nonoperational results, interest of non-controlling shareholders and compensation expenses based on stock options. Our
Adjusted EBITDA is not considered as a measure of financial performance in accordance with the Brazilian GAAP,
nor should it be considered individually or as an alternative to net income, as a measurement of operational
performance, or as an alternative to the operating cash flows, or as a liquidity measurement. Other companies may
4
BZDB01 88044462.3 03-set-10 20:27
calculate the Adjusted EBITDA based on a different method from the one adopted by us. Considering that the
financial results, financial charges on the costs of properties sold, income tax and social contribution, depreciation
and amortization expenses, interest of non-controlling shareholders and adjustments to compensation expense based
on stock options, the Adjusted EBITDA is an indicator of our general economic performance, which is not affected
by variations in interest rates, changes in the tax burden of income tax and social contribution or levels of
depreciation and amortization. However Adjusted EBITDA has limitations that avoid its use as a profitability
indicator, since adjusted EBITDA does not consider certain costs connected to our business, which could adversely
affect our profits, such as our financial results, taxes, depreciation and amortization, capital expenses and other
related charges.
Quarter ended
June 30,
R$ Thousands
Income before income tax and social contribution
(-/+) Financial Revenues / Expenses
(+) Interest allocated to cost of properties sold
(+) Depreciation and Amortization
(+) Stock option plan
Adjusted EBITDA
Adjusted EBITDA margin (1)
2010
419,119
(35,831)
110,838
31,153
21,106
546,385
28.79%
2009
63,429
290
19,057
911
2,969
86,656
27.75%
Year ended
December 31,
2009
371,327
(52,841)
113,982
4,938
11,577
448,983
22,63%
2008
245,061
(12,532)
18,867
28,198
11,468
291,062
23.60%
2007
122,786
36,202
16,573
175,561
31.80%
(1) Adjusted EBITDA divided by the net operating revenue.
ADJUSTED NET INCOME
Our Adjusted Net Income consists of the net income added to expenses with amortization and expenses relating to
our public offerings of shares. The Adjusted Net Income is not a measure in accordance with the Brazilian GAAP,
nor does it represent the cash flow for the presented periods. It should not be considered as an alternative to the net
income as an indicator of our operational performance or as an alternative for cash flow as an indicator of liquidity.
The Adjusted Net Income does not have a standard definition and our definition of Adjusted Net Income cannot be
compared to the ones used by other companies.
Quarter ended
June 30,
R$ Thousands
Net Income
(+) Expenses with amortization
(+) Expenses with Raisings
Fiscal Year ended
December 31,
2010
125.587
2009
50.796
2009
338.132
2008
182.463
2007
71.157
1.399
911
4.938
28.198
15.442
-
-
-
-
39.027
Adjusted net result
126.986
51.707
343.070
210.661
125.626
Adjusted net margin (1)
20,71%
16,56%
17,29%
17, 10%
22,80%
(1) Adjusted Net Income divided by the net operating revenue.
3.3.
Subsequent event to the last year and financial statements that changes them substantially
Issuance of Promissory Note
In July 12, 2010, the Company, according to CVM Rule No. 358 of January 3, 2002, as may be amended from time
to time, filed a Request for Promissory Notes of the 1st Issuance of the Company, according to CVM Rule No. 476
of January 16, 2009, before CETIP S.A. - Balcão Organizado de Ativos e Derivativos. The issuance will be
composed of up to 10 (ten) promissory notes, with a face value of R$30.000, in a single series, totaling the amount of
up to R$300.000, with maturity of 150 (a hundred and fifty) days counted from the issuance date, with payment of
5
BZDB01 88044462.3 03-set-10 20:27
principal and interest in the maturity date of the promissory notes, as approved by the Board of Directors in June 29,
2010.
Issuance of Debentures
In August 10, 2010, the Board of Directors approved the 4th issuance of debentures, non-convertible into shares,
unsecured, according to CVM Rule No. 476, of January 16, 2009, as may be amended (“CVM Rule 476”). The
Company issued 280 (two hundred and eighty) debentures, non-convertible into shares, with face value, ate the
issuance date, of R$1,000 each, totaling an issuance of R$280,000, with maturity in August 10, 2016.
As from the issuance date, the debentures will receive a consideration corresponding to the accrued variation of the
average daily rates of DI (interbank deposits) in a day, over extra-group, plus surcharge of 2.40% per year, based on
252 (two hundred fifty two) business days, calculated and published daily by CETIP, in an exponential and
cumulative basis, pro rata temporis per business day, upon the face value of debentures non amortized, as from the
issuance date or the date of payment of the last consideration. The payment of interests shall be made quarterly as
from November 10, 2010 and the principal shall be amortized into 16 (sixteen) quarterly installments, equal and
consecutive, as from November 10, 2012.
CRI Issuance
In July 26, 2010, the Board of Directors of the Company approved the Second Series of the Second Issuance of
Certificates of Real Estate Receivables (CRIs) based on real estate credits resulting from the trade of residential and
commercial units, with the following characteristics:
Issuance Date Maturity Date Series Issuance Quantity Face Value Total Issuance Value
08/05/2010
08/07/2013
2nd
2nd
89
1,000
89,000
The CRIs will receive interest equal to: (i) the monetary restatement of the Reference Rate, whose maturity will be
every fifth day of each month, and (ii) interest of 9.4% (nine point four per cent) per year, capitalized daily on a
exponential and pro-rata cumulative basis, based on a year with 360 days. The value of principal and interests shall
be amortized twice a year as from February 9, 2011 until the CRIs’ maturity date, in August 7, 2013.
The primary distribution of the CRIs Will be public, in over-the-counter market, with intermediation of entity from
the securities distribution system, through the CETIP 21, managed by the CETIP S.A. - Balcão Organizado de Ativos
e Derivativos (“CETIP”), with other securities under custody of CETIP. The Lead Manager will perform the
placement of CRI among the interested qualified investors, at its sole discretion, subject to CVM No. 476, of January
16, 2009. The CRIs shall not be written by more than 20 (twenty) investors, as provided in CVM Rule No. 476. As a
public offer with restricted efforts of distribution, the Issuance will not be filed in the CVM, in accordance with
CVM Rule No. 476.
3.4.
Description of the income distribution policy of the results of the last 3 fiscal years
Fiscal Year ended
Period
12.31.2009
Rules on retention of The retention of income was
profits
considered by the AGM of the
Company, which decided to retain
75% of adjusted net income of that
year, as recommended by
administration.
Arrangements
for According to the bylaws of the
distribution of dividends
Company, 25% of adjusted net
income for the year were
distributed as dividends.
Fiscal Year ended
12.31.2008
The retention of income was
administration.
According to the bylaws of the
Company were allotted 25% of
adjusted net income for the year as
dividends.
Fiscal Year ended
12.31.2007
The retention of income was
administration.
According to the bylaws of the
Company were allotted 25% of
adjusted net income for the year as
dividends.
6
BZDB01 88044462.3 03-set-10 20:27
Fiscal Year ended
Period
12.31.2009
Frequency of distributions Dividends are distributed
according to a resolution of the
Company's AGM, usually held in
April each year.
Restrictions
on Debentures of the 1st and 3rd
distributions of dividends issuance predict restriction issued
by the Company to pay dividends
in excess of the minimum of 25%
until they are paid.
3.5.
Six-month
period ended
6.30.2010
Not applicable
Fiscal Year
ended
12.31.2009
338,132
Fiscal Year
ended
12.31.2008
182,463
Fiscal Year
ended
12.31.2007
71,157
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
80,306
23.7%
0,21 / Share ON
30/6/2010
11.5%
240,919
4/29/2010
29,527
16.2%
0,20 / Share ON
29/6/2009
12.4%
130,005
4/302009
16,900
23.7%
0,11 / Share ON
7/5/2008
5.3%
50,699
4/29/2008
Declared dividends on account of retained incomes or reserves over the last three fiscal years
Period
Retained Income (R$ thousand)
Reserves – Legal Reserve
3.7.
Fiscal Year ended
12.31.2007
Dividends are distributed
April each year.
Debentures of the 1st and 3rd
predict restriction issued by the
Company to pay dividends in
excess of the minimum of 25%
until they are paid off.
Summary of the dividends distribution and retained profits
Period
Adjusted net income regarding dividends (R$
Thousand)
Distributed dividends
Ratio Dividend / Adjusted Net Income
Distributed dividend per share class and specie
Dividend payment date
Return on Equity
Retained net income (R$ Thousand)
Date of retention approval
3.6.
Fiscal Year ended
12.31.2008
Dividends are distributed
April each year.
Debentures of the 1st and 3rd
predict restriction issued by the
Company to pay dividends in
excess of the minimum of 25%
until they are paid.
Quarter ended
06.30.2010
Fiscal Year ended
12.31.2009
Fiscal Year ended
12.31.2008
Fiscal Year ended
12.31.2007
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Company’s Indebtness
Period
Amount of debt of any nature (R$ Thousand)
Indebtness (current liabilities plus the non current liabilities,
divided by the net equity)
Other Indebtness index
Six-month
period ended
06.30.2010
Fiscal Year
ended
12.31.2009
Fiscal Year
ended
12.31.2008
Fiscal Year
ended
12.31.2007
6,928,241
3,141,519
1,601,680
1,158,718
123.4%
Not applicable
106.8%
Not applicable
108.5%
Not applicable
85.9%
Not applicable
3.8.
Collateralized debt, debt with floating
the Company's obligations according to the maturity
Consolidated (R$ thousand)
6/30/2010
and
unsecured
12/31/2009
12/31/2008
debt,
indicate
12/31/2007
the
Maturity
amount
of
Creditor
PDG Realty S.A. Empreendimentos
Participações
7
BZDB01 88044462.3 03-set-10 20:27
Dinamarca Empreendimentos
Imobiliários SPE Ltda.
Gold Amapá Empreendimentos
Imobiliários SPE ltda
Gold Aruba Empreendimentos
Gold Beige Empreendimentos
Gold Cuiabá Empreendimentos
Gold Groelândia Empreendimentos
Imob. SPE Ltda.
Gold Ilhéus Empreendimentos
Gold Orange Empreendimentos
Gold Polônia Empreendimentos
Gold Porto Velho Empreendimentos
Imob. SPE Ltda.
Gold Portugal Empreendimentos
Gold Red Empreendimentos Imobiliários
SPE Ltda.
Gold Sudão Empreendimentos
Gold Tunísia Empreendimentos
Gold Turquia Empreendimentos
Gold Withe Empreendimentos
Goldfarb PDG 2 Incorporações Ltda.
PDG Realty S.A. Empreendimentos e
Participações
Participações
Participações
Total PDG Realty
Goldfarb e PDG Co
Alencar Araripe Empreendimentos
Imobiliários Ltda.
Alencar Araripe Empreendimentos
Imobiliários Ltda.
Alves Pedroso Empreendimento
Imobiliário Ltda.
Amsterdam Empreendimentos
Áustria Empreendimentos Imobiliários
SPE Ltda.
Big Field S.A Incorporações
6/30/2010
12/31/2009
12/31/2008
12/31/2007
Maturity
Creditor
769
768
776
-
Jan/11
Votorantim
6,547
3,441
-
-
apr/14
Bradesco
-
768
776
-
jan/11
Votorantim
5,452
-
-
-
jun/12
Itaú
2,272
-
-
-
oct/11
Santander
-
1,024
-
-
jan/11
Votorantim
-
255
259
-
jan/11
Votorantim
-
768
776
-
jan/11
Votorantim
513,00
512
518
-
jan/11
Votorantim
1,025,00
1,024
1,035
-
jan/11
Votorantim
513,00
2,257
518
-
jan/11
2,797,00
-
-
-
aug/12
Votorantim
Banco do
Brasil
-
-
-
-
jan/11
Votorantim
769,00
775
776
-
jan/11
Votorantim
-
614
-
-
jan/11
Votorantim
1,538
1,535
1,553
-
jan/11
Votorantim
318
-
-
-
oct/12
Caixa
769
767
776
-
jan/11
4,234
-
-
-
aug/12
Votorantim
Banco do
Brasil
23,203
-
-
-
feb/18
FINEP
23,067
-
-
-
feb/18
FINEP
4,127
7,201
500
-
feb/11
IBM
77,913
21,709
8,263
-
-
-
5,068
-
oct/11
Rio Bravo /
GMAC
-
-
5,981
-
aug/09
ABN Amro
584
834
500
-
sep/10
Caixa
35,294
27,906
6,800
-
feb/11
ABN Amro
13,504
18,796
11,043
-
jun/11
ABN Amro
18,969
11,827
-
-
nov/11
Itaú
8
BZDB01 88044462.3 03-set-10 20:27
Dinamarca Empreendimentos
Estela Borges Empreendimentos
Imobiliários Ltda.
Estela Borges Empreendimentos
Imobiliários Ltda.
Finlândia Empreendimentos Imobiliários
SPE Ltda.
Gold Acapulco Empreendimentos
Gold Acre Empreendimentos
Gold Alaska Empreendimentos
Gold Amapá Empreendimentos
Gold Argentina Empreendimentos Imob.
SPE Ltda.
Gold Aruba Empreendimentos
Gold Beige Empreendimentos
Gold Black Empreendimentos
Gold Canadá Empreendimentos
Gold Cancun Empreendimentos
Gold Celestino Bourroul Empreend.
Imob. SPE Ltda.
Gold Cuiabá Empreendimentos
Gold Escócia Empreendimentos
Gold França Empreendimentos
Gold Groelândia Empreendimentos
Imob. SPE Ltda.
Gold Haiti Empreendimentos
Gold Ilhéus Empreendimentos
Gold Índia Empreendimentos
Gold Irlanda Empreendimentos
Gold Irlanda Empreendimentos
Gold Jamaica Empreendimentos
Gold Lisboa Empreendimentos
Gold Madri Empreendimentos
Gold Mali Empreendimentos
6/30/2010
12/31/2009
12/31/2008
12/31/2007
Maturity
Creditor
769
768
776
-
jan/11
Votorantim
14,061
7,119
667
-
mar/12
Itaú
-
-
1,134
-
sep/11
Cyrela
-
-
6,614
-
nov/09
Unibanco
-
4,316
-
-
mar/12
Caixa
-
-
16,447
-
jul/11
Itaú
1,006
1,024
1,035
-
jan/11
Votorantim
6,547
3,441
-
-
apr/14
Bradesco
1,538
1,536
1,553
-
jan/11
Votorantim
1,538
768
776
-
jan/11
Votorantim
5,452
-
-
-
jun/12
Itaú
3,589
-
-
-
oct/11
Caixa
1,025
1,024
1,035
-
jan/11
Votorantim
3,639
-
-
-
aug/11
Santander
4,614
4,606
4,658
-
jan/11
Votorantim
4,785
11,078
2,703
-
apr/10
Itaú
2,272
-
-
-
oct/11
Santander
4,101
6,259
4,140
-
jan/11
Votorantim
8,372
2,165
-
-
jul/09
Santander
22,541
17,538
-
-
sep/11
Itaú
1,781
1,024
2,070
-
jan/11
Votorantim
-
113
5,234
-
feb/10
ABN Amro
513
256
259
-
jan/11
Votorantim
2,563
2,559
2,588
-
jan/11
Votorantim
1,845
1,842
1,863
-
jan/11
Votorantim
2,871
-
-
-
feb/13
Caixa
-
-
6,130
-
jul/09
Safra
11,415
12,998
-
-
jul/11
HSBC
-
-
3,051
-
jan/10
ABN Amro
-
-
-
-
sep/13
Caixa
9
BZDB01 88044462.3 03-set-10 20:27
Gold Marília Empreendimentos
Gold Marrocos Empreendimentos
Gold Milano Empreendimentos
Gold Minas Gerais Empreendimentos
Imob. SPE Ltda.
Gold Minas Gerais Empreendimentos
Imob. SPE Ltda.
Gold Mônaco Empreendimentos
Gold New York Empreendimentos
Imobiliários Ltda.
Gold Noruega Empreendimentos
Gold Oceania Empreendimentos
Gold Orange Empreendimentos
Gold Panamá Empreendimentos
Gold Paraíba Empreendimentos
Gold Polônia Empreendimentos
Gold Porto Velho Empreendimentos
Gold Properties Vila Guilherme S.A.
Gold Purple Empreendimentos
Gold Purple Empreendimentos
Gold Recife Empreendimentos
Gold Red Empreendimentos Imobiliários
SPE Ltda.
Gold Roraima Empreendimentos
Gold Roraima Empreendimentos
Gold Santiago Empreendimentos
Gold São Paulo Empreendimentos
Gold Sidney Empreendimentos
Gold Singapura Empreendimentos
6/30/2010
12/31/2009
12/31/2008
12/31/2007
Maturity
Creditor
43,833
39,848
25,055
-
oct/10
Votorantim
7,639
4,544
-
-
oct/11
ABN Amro
3,331
-
-
-
jun/12
Itaú
16,904
19,901
1,812
-
jun/11
HSBC
3,751
1,791
1,811
-
jan/11
Votorantim
7,196
3,772
-
-
sep/11
Santander
570
277
-
-
feb/13
Caixa
68,359
32,110
21,808
-
mar/11
Votorantim
1,025
1,024
1,035
-
jan/11
Votorantim
1,538
768
776
-
jan/11
Votorantim
21,343
14,632
3,370
-
nov/10
Bradesco
3,056
1,836
-
-
dec/17
Caixa
513
512
518
-
jan/11
Votorantim
1,025
1,024
1,035
-
jan/11
Votorantim
513
512
518
-
jan/11
2,797
1,745
-
-
aug/12
Votorantim
Banco do
Brasil
-
-
9,202
-
jul/09
Itaú
1,336
1,541
1,553
-
jan/11
Votorantim
-
-
-
-
may/12
Bradesco
9,970
9,330
-
-
aug/10
Bradesco
3,588
1,791
1,811
-
jan/11
Votorantim
1,538
1,535
1,553
-
jan/11
Votorantim
11,870
-
-
-
jan/12
Itaú
2,664
3,642
-
-
jul/12
Caixa
720
429
-
-
apr/12
Caixa
-
7,824
9,473
-
jun/10
ABN Amro
-
-
8,202
-
feb/10
Matone
-
3,220
-
-
aug/12
Caixa
468
688
-
-
nov/12
Caixa
769
775
776
-
jan/11
Votorantim
10
BZDB01 88044462.3 03-set-10 20:27
Gold Suíça Empreendimentos
Gold Texas Empreendimentos
Gold Tunísia Empreendimentos
Gold Uberaba Empreendimentos
Gold Venice Empreendimentos
Gold Viena Empreendimentos
Gold Viena Empreendimentos
Gold Withe Empreendimentos
Goldfarb Incorporações e Construções
S.A.
S.A.
S.A.
S.A.
S.A.
S.A.
S.A.
S.A.
S.A.
S.A.
S.A.
S.A.
S.A.
S.A.
S.A.
S.A.
S.A.
S.A.
6/30/2010
12/31/2009
12/31/2008
12/31/2007
Maturity
Creditor
-
61
-
-
sep/12
Caixa
10,687
7,694
-
-
aug/10
Bradesco
14,424
6,882
-
-
jul/11
Santander
1,230
614
1,242
-
jan/11
Votorantim
1,538
1,535
1,553
-
jan/11
318
-
-
-
jun/12
Votorantim
BTG
Pactual
22,421
20,379
-
-
may/11
ABN Amro
4,614
2,303
4,658
-
jan/11
Votorantim
12,036
-
-
-
sep/11
Itaú
1,870
1,870
-
-
may/12
Caixa
-
2,357
-
-
feb/12
Caixa
769
768
776
-
jan/11
Votorantim
-
814
12,483
20,441
jan/10
-
-
13,361
7,104
aug/09
ABC Brasil
Banco do
Brasil
-
4,562
5,345
-
apr/12
Bradesco
12,201
12,566
12,823
-
jan/14
Brascan
1,386
1,924
5,289
-
feb/11
Caixa
-
-
30,789
1,985
aug/10
Caixa
1,205
1,424
1,872
-
jan/12
CIT Brasil
25,936
28,392
30,368
-
may/11
-
17,568
-
-
jun/10
Safra
BTG
Pactual
1,445
-
-
-
mar/12
Caixa
-
-
-
-
jan/14
Safra
-
-
-
5,673
oct/11
Cyrela
-
-
-
3,942
nov/09
ABN Amro
-
-
-
1,676
sep/10
Santander
-
-
-
5,077
apr/10
Itaú
-
-
-
16,539
oct/09
Bradesco
-
-
-
1,916
jul/08
-
-
-
8,911
nov/08
BIC
Rio Bravo /
GMAC
11
BZDB01 88044462.3 03-set-10 20:27
Holanda Empreendimentos Imobiliários
SPE Ltda.
Kirmayr Negócios Imobiliários SPE
Ltda.
Luxemburgo Empreendimentos
Nova Água Rasa Empreendimentos
Imob. SPE S.A.
Nova Tatuapé Negócios Imobiliários SPE
Ltda.
Oswaldo Lussac Empreendimentos
Imobiliários S.A.
Padre Adelino Empreendimentos
Imobiliários S.A.
Petrônio Portela Empreendimentos
Imobiliários Ltda.
Santa Genebra Empreendimentos
Imobiliários Ltda.
São João Clímaco Empreendimentos
Imobiliários Ltda.
São João Clímaco Empreendimentos
Imobiliários Ltda.
Serra Bella Empreendimento Imobiliário
S.A.
SPE Gama Desenvolvimento Imobiliário
Ltda.
SPE Jaguaré Construções Ltda.
SPE Reserva do Alto Aricanduva
Construções Ltda.
Vassoural Empreendimentos Imobiliários
ltda
Vila Maria Empreendimentos
Imobiliários S.A.
Vila Maria Empreendimentos
Imobiliários S.A.
Outros
6/30/2010
12/31/2009
12/31/2008
12/31/2007
Maturity
Creditor
1,715
5,044
7,551
-
mar/10
Matone
9,986
7,922
1,710
-
nov/10
Bradesco
16,083
18,156
8,708
-
aug/10
ABN Amro
4,396
8,510
11,196
-
feb/11
HSBC
-
-
10,817
1,316
dec/10
HSBC
-
5,307
-
-
feb/10
Bradesco
-
9,520
5,894
-
jul/10
ABN Amro
530
1,001
2,414
-
dec/12
ABN Amro
-
-
1,877
-
oct/11
Cyrela
-
698
-
-
jun/11
Caixa
-
-
3,658
-
dec/10
Caixa
6,875
11,885
4,852
-
jun/12
Caixa
1,158
11,131
10,306
-
jul/09
Bradesco
18,101
19,860
11,537
-
feb/10
Santander
-
107
15,131
-
jul/09
Bradesco
20,032
13,816
-
-
oct/10
Bradesco
10,222
3,316
-
-
mar/12
ABN Amro
-
-
1,145
-
nov/09
Cyrela
-
277
12
1
592,682
523,131
399,800
74,581
13,952
34,669
-
-
feb/11
Bradesco
Assis Bueno 30 Incorporações Ltda.
2,127
2,100
2,146
-
jul/10
Unibanco
Assis Bueno 30 Incorporações Ltda.
Bento Lisboa 106-A Empreendimento
Imobiliário S.A.
Bento Lisboa 106-B Empreendimento
Imobiliário S.A.
5,842
6,311
-
-
apr/10
Bradesco
-
-
17,534
-
jul/09
Unibanco
Total Goldfarb e PDG Co
CHL Desenvolvimento Imobiliário S.A.
Araxá Participações e Empreendimentos
Imobiliários S.A
-
-
7,400
-
oct/10
Bradesco
10,065
10,947
10,764
-
jun/10
Bradesco
10,471
3,807
11,307
-
jun/10
Safra
-
-
2,778
-
jun/09
Unibanco
27,361
21,327
21,655
21,195
aug/10
Unibanco
Jaime Poggi Incorporações Ltda.
Savelli Empreendimentos e Participações
Ltda.
82,269
58,042
-
-
feb/12
Itaú
4,550
3,907
1,175
-
nov/13
HSBC
12
BZDB01 88044462.3 03-set-10 20:27
SPE Aberlardo Bueno 3600
Incorporações Ltda.
SPE Almirante Baltazar 131
SPE Almirante Baltazar 131
SPE Baronesa de Poconé 222
6/30/2010
12/31/2009
12/31/2008
12/31/2007
Maturity
Creditor
14,128
-
-
-
may/11
Santander
14,034
13,728
3,565
-
oct/12
HSBC
1,489
1,470
1,502
-
jul/10
Unibanco
2,715
3,796
4,326
-
sep/11
Bradesco
SPE BMI 600 Incorporações Ltda.
-
6,081
8,036
-
dec/10
Unibanco
SPE BMI 600 Incorporações Ltda.
2,053
2,086
2,127
-
aug/10
Unibanco
SPE CHL LVII Incorporações Ltda
SPE Dalcidio Jurandir 255 Incorporações
Ltda.
SPE Dona Mariana 187 Incorporações
Ltda.
SPE Estrada do Monteiro 323
Incorporações Ltda
SPE Estrada do Monteiro 323
SPE General Mitre 137 Incorporações
LTDA
1,974
-
-
-
nov/11
Bradesco
-
13,236
12,681
-
feb/10
Bradesco
6,226,00
-
-
-
sep/11
Itaú
58,190
49,183
7,330
-
may/10
Unibanco
-
5,984
6,114
-
jul/10
Unibanco
12,337
7,631
-
-
apr/11
Unibanco
SPE MOL 38 Incorporações Ltda.
Miguel de Frias 156 Empreendimentos
Imobiliários S/A
SPE Parque Anchieta Empreendimentos
Imobiliários S.A
19,079
-
-
-
may/11
Itaú
4,550
19,249
3,735
-
may/11
Itaú
7,584
7,032
27
-
dec/10
Unibanco
SPE VPA 144 Incorporações Ltda.
18,628
6,721
11,901
-
apr/10
Bradesco
SPE VPA 144 Incorporações Ltda.
SPE Voluntários da Pátria 244
Imobiliários S.A.
6,743
19,332
6,867
-
jul/10
Unibanco
5,131
-
-
-
oct/10
Santander
5,483
3,538
-
-
feb/10
Itaú
336,981
300,177
142,970
21,195
Abyara Planejamento Imobiliário S.A.
6,048
-
-
-
jun/12
1,831
-
-
-
sep/11
76
-
-
-
jul/10
165
-
-
-
mar/11
4,310
-
-
-
jun/12
2,783
-
-
-
jun/12
1,254
-
-
-
jun/12
14,136
-
-
-
jun/12
BTG
Pactual
BTG
Pactual
BTG
Pactual
BTG
Pactual
BTG
Pactual
BTG
Pactual
BTG
Pactual
BTG
Pactual
9,901
-
-
-
jul/13
Bradesco
18,462
-
-
-
jul/13
Bradesco
38,954
-
-
-
jul/13
Bradesco
Total CHL
Agre Empreendimentos Imobiliários S.A.
13
BZDB01 88044462.3 03-set-10 20:27
6/30/2010
12/31/2009
12/31/2008
12/31/2007
Maturity
Creditor
21,514
-
-
-
mar/15
ABC
25,979
-
-
-
apr/17
Votorantim
6,332
-
-
-
jan/13
Fibra
5,962
-
-
-
jan/16
Fibra
76,710
-
-
-
jul/17
HSBC
4,329
-
-
-
dec/10
HSBC
Abyara Planejamento Imobiliário S/A
1,460
-
-
-
aug/10
HSBC
Abyara Planejamento Imobiliário S/A
13,467
-
-
-
sep/13
Agra Empreendimentos Imobliários S/A
30,031
-
-
-
may/12
Bradesco
Banco do
Brasil
101,821
-
-
-
jul/12
Bradesco
3,426
-
-
-
mar/14
Safra
71,109
-
-
-
jul/12
Safra
2,542
-
-
-
jan/16
Safra
22,066
-
-
-
mar/11
Safra
521
-
-
-
jun/10
33,987
-
-
-
apr/15
Daycoval
Deutsche
Bank
11,998
-
-
-
aug/12
Fibra
30,005
-
-
-
mar/12
6,600
-
-
-
may/12
Fibra
BIC
BANCO
Agra Loteadora S.A
Agra Moab Incorporadora Ltda.
Agre Empreendimentos Imobiliários S.A.
Alive Morumbi Empreendimento
Imobiliário S/A
API SPE 15 Planej.Desenv.Empreend.
Imobiliario Ltda
Arena Park Empreendimento Imobiliário
SPE Ltda
ASACORP - Empreendimentos e
Participações S.A.
Barra Ville Incorporadora Ltda.
Barra Ville Incorporadora Ltda.
BNI Artico Desenvolvimento Imobiliário
Ltda
BNI Báltico Desenvolvimento
Imobiliário Ltda.
Imobiliário Ltda.
Imobiliário Ltda.
Imobiliário Ltda.
Brindisi Empreendimentos Imobiliários
Ltda.
6,125
-
-
-
jul/10
ABC Brasil
80,111
-
-
-
jun/14
HSBC
871
-
-
-
jun/16
Safra
14,066
-
-
-
jun/11
Bradesco
39,391
-
-
-
nov/10
Itaú
1,532
-
-
-
mar/12
Trycury
1,994
-
-
-
mar/11
2,000
-
-
-
dec/10
Trycury
BIC
BANCO
1,938
-
-
-
aug/10
Santander
11,627
-
-
-
aug/10
Santander
3,005
-
-
-
dec/12
HSBC
5,354
-
-
-
jun/10
Bradesco
2,183
-
-
-
jun/10
Bradesco
5,353
-
-
-
jun/10
Bradesco
2,183
-
-
-
jun/10
Bradesco
1,026
-
-
-
jun/11
Itaú
14
BZDB01 88044462.3 03-set-10 20:27
Brotas Incorporadora Ltda.
6/30/2010
12/31/2009
12/31/2008
12/31/2007
Maturity
Creditor
jan/13
Itaú
1,582
-
-
-
Brotas Incorporadora Ltda.
2,672
-
-
-
jul/10
Itaú
Caph Incorporadora Ltda.
6,582
-
-
-
jan/12
Itaú
Ciclame Incorporadora Ltda.
1,476
-
-
-
feb/11
Unibanco
Ciclame Incorporadora Ltda.
Companhia Setin de Empreendimentos e
Participações
Companhia Setin de Empreendimentos e
Participações
10,335
-
-
-
feb/11
Unibanco
22,180
-
-
-
dec/12
Santander
34,140
-
-
-
jul/13
Bradesco
Coreopisis Empreendimento S/A
Cyrela Oceania Empreendimentos
Imobiliários Ltda
13,026
-
-
-
jun/11
Bradesco
2,333
-
-
-
nov/12
HSBC
814
-
-
-
sep/12
Itaú
3,255
-
-
-
sep/12
Itaú
Eltanin Incorporadora Ltda.
Eltanin Incorporadora Ltda.
Etage Botafogo Empreendimentos
Imobiliários SPE Ltda
Exuberance Empreendimento Imobiliário
SPE Ltda
7,361
-
-
-
jul/13
Real
20,230
-
-
-
may/11
Santander
Gan Empreendimentos Imobiliários Ltda.
8,092
-
-
-
oct/11
HSBC
Gliese Incorporadora Ltda.
Grajaú Empreendimentos Imobiliários
Ltda.
1,588
-
-
-
jan/12
Itaú
1,208
-
-
-
aug/15
Unibanco
Gundel Incorporadora Ltda.
1,786
-
-
-
apr/12
Itaú
Heliconia Incorporadora Ltda.
1,633
-
-
-
jul/10
Santander
Heliconia Incorporadora Ltda.
Icarai Village Empreendimentos
Imobiliários Ltda
Inpar Abyara Projeto Residencial
América SPE LTDA.
Inpar Abyara Projeto Residencial
América SPE LTDA.
Inpar Abyara Projeto Residenc. Santo
Amaro SPE LTDA.
Kalapalo Empreendimentos Imobiliários
Ltda.
Kalapalo Empreendimentos Imobiliários
Ltda.
Kamayura Empreendimentos
Imobiliários Ltda.
Imobiliários Ltda.
Imobiliários Ltda.
5,145
-
-
-
jul/10
Santander
11,729
-
-
-
aug/12
1,013
-
-
-
feb/12
HSBC
BICBANC
O
7,574
-
-
-
jun/12
Santander
6,398
-
-
-
oct/11
Real
5,895
-
-
-
oct/12
Itaú
3,216
-
-
-
jan/12
Itaú
1,705
-
-
-
jul/10
Santander
11,938
-
-
-
jul/10
Santander
3,411
-
-
-
jul/10
Santander
KFA Empreendimentos Imobiliários Ltda
5,929
-
-
-
jan/11
Santander
KFA Empreendimentos Imobiliários Ltda
Klabin Segal Invetimentos e
Participações SPE S.A.
Klabin Segall Lider Praça Louveira SPE
Ltda
19,762
-
-
-
jan/11
Santander
21,644
-
-
-
mar/12
Safra
10,277
-
-
-
dec/10
Santander
Klabin Segall S/A
1,661
-
-
-
dec/11
Safra
Klabin Segall S/A
33,686
-
-
-
feb/12
Safra
Klabin Segall Santana Empreendimentos
19,401
-
-
-
oct/12
Real
15
BZDB01 88044462.3 03-set-10 20:27
6/30/2010
12/31/2009
12/31/2008
12/31/2007
Maturity
Creditor
Imob. Ltda
Klabin Segall Vergueiro Empreend.
Imob. SPE Ltda
Klabin_Tagipuru Empreendimento
Imobiliário SPE S/A
Klabin_Tagipuru Empreendimento
4,814
-
-
-
aug/12
Real
5,513
-
-
-
may/11
Itaú
24,810
-
-
-
may/11
Itaú
Kochab Incorporadora Ltda.
5,071
-
-
-
jan/12
Itaú
1,002
-
-
-
sep/12
Itaú
20,284
-
-
-
jan/12
Itaú
4,010
-
-
-
sep/12
Itaú
5,381
-
-
-
jul/13
Real
KSC 2 Empreendimento Imobiliário SPE
Ltda
Lagoa Alpha Empreendimentos
Imobiliários Ltda.
Laguna Incorporadora Ltda.
Luau do Recreio Empreendimentos
Imob. SPE Ltda
Maioruna Empreendimentos Imobiliários
Ltda.
Ltda.
Ltda.
Malte Investimentos Imobiliários Ltda
Mareas Empreendimento Imobiliário
SPE Ltda
Moema Empreendimentos Imobiliários
SPE Ltda
More Alphaville Empreendimentos
Imobiliários Ltda.
Morumbi SPE Ltda.
Mutinga Empreendimentos Imobiliários
Ltda.
Mutinga Empreendimentos Imobiliários
Ltda.
Pereira Barreto Empreendimentos
10,195
-
-
-
aug/11
HSBC
7,021
-
-
-
jun/10
Bradesco
21,922
-
-
-
aug/13
Real
614
-
-
-
dec/11
Santander
1,216
-
-
-
dec/11
Santander
1,082
-
-
-
dec/11
Santander
4,105
-
-
-
aug/11
Itaú
19,142
-
-
-
nov/13
Brasdesco
5,646
-
-
-
dec/20
Safra
21,837
-
-
-
jun/10
ABC Brasil
1,870
-
-
-
jul/19
Real
1,874
-
-
-
jun/10
Unibanco
7,081
-
-
-
jun/10
Unibanco
3,014
-
-
-
may/12
Real
2,306
-
-
-
oct/11
Real
5,087
-
-
-
oct/11
Real
11,577
-
-
-
mar/12
Santander
5,871
-
-
-
mai/12
Real
4,493
-
-
-
oct/11
Brasdesco
9,910
-
-
-
oct/11
Real
22,553
-
-
-
mar/12
Santander
3,171
-
-
-
may/12
Real
2,426
-
-
-
oct/11
Brasdesco
16
BZDB01 88044462.3 03-set-10 20:27
6/30/2010
12/31/2009
12/31/2008
12/31/2007
Maturity
Creditor
5,352
-
-
-
oct/11
Real
12,179
-
-
-
mar/12
Santader
Poli Investimentos Imobiliários Ltda.
6,217
-
-
-
jul/10
Bradesco
31,085
-
-
-
jul/10
Bradesco
Praia Nova Empreendimentos
Imobiliários Ltda.
Ragusa Empreendimento Imobiliários
Ltda
24,868
-
-
-
jul/10
Brasdesco
10,284
-
-
-
jul/10
HSBC
10,459
-
-
-
jun/13
Bradesco
Saiph Incorporadora Ltda.
751
-
-
-
sep/12
Real
3,281
-
-
-
sep/11
Real
983
-
-
-
sep/12
Unibanco
4,292
-
-
-
sep/11
Itaú
Schahin Astúrias Incorporadora Ltda
Spasso Mooca Empreendimento
Imobiliário SPE Ltda
Springs Empreendimento Imobiliário
SPE Ltda
5,242
-
-
-
oct/11
Bradesco
13,180
-
-
-
mar/11
HSBC
14,016
-
-
-
apr/11
Santander
2,352
-
-
-
nov/12
Itaú
5,130
-
-
-
jul/12
Safra
582
-
-
-
oct/10
Unibanco
1,841
-
-
-
aug/11
15,001
-
-
-
mar/11
ABC Brasil
BTG
Pactual
616
-
-
-
aug/14
ABC Brasil
19,569
-
-
-
mar/11
Santander
nov/10
Santander
Torre de Rhodes Incorporadora Ltda.
Trinta e Um de Janeiro Empreendimentos
Imob. Ltda.
Imob. Ltda.
Imob. Ltda.
Imob. Ltda.
Vila Mascote SPE Ltda.
Village Recreio Empreendimentos
Imobiliários S/A
Vitality Empreendimento Imobiliário
SPE Ltda
Total AGRE
Fator Sky Empreendimentos Imobiliários
Ltda.
Fator Amazon Empreendimentos
Imobiliários Ltda.
Fator Aquarius Empreendimentos
Imobiliários Ltda.
Jaguaré Empreendimentos Imobiliários
Ltda.
Prunus Empreendimentos S.A.
Cyrela Milão Empreendimentos
Imobiliários S.A.
Eco Life Vila Leopoldina Empreend.
Imobiliários S.A.
Eco Life Independência Empreend.
Imobiliários S.A.
Administradora de Bens Avante S.A.
Ecolife Parque Prado Empreendimento
Imob. Ltda.
Bento Lisboa Participações S.A.
20,642
-
-
-
1,510,035
-
-
-
3,940
6,869
2,193
-
oct/09
Santander
15,930
12,634
1,726
-
mar/11
Santander
15,178
12,039
-
-
sep/10
Unibanco
3,596
3,590
-
-
may/10
Bradesco
-
6,835
6,288
-
may/10
ABN Amro
3,654
6,572
9,649
7,616
oct/12
ABN Amro
-
-
6,357
-
mar/10
ABN Amro
8,360
8,353
-
-
apr/11
ABN Amro
9,928
8,375
-
-
feb/11
Itaú
6,316
6,371
2,910
-
mar/10
ABN Amro
-
-
16,622
-
jul/09
Unibanco
17
BZDB01 88044462.3 03-set-10 20:27
6/30/2010
Ecolife Santana Empreendimentos e
Particip. S.A.
Habiarte Barc PDG Porto Búzios
Incorporações S.A.
Club Florença Empreendimentos
Imobiliários
REP DI Desenvolvimento Imobiliário
S.A.
Vista do Sol Empreendimentos
Imobiliários
12/31/2009
12/31/2008
12/31/2007
Maturity
Creditor
-
-
-
37,105
oct/10
Bradesco
8,402
7,571
24
-
jan/13
Bradesco
6,142
4,233
-
-
jun/11
Bradesco
5,197
3,953
-
-
aug/11
Itaú
-
583
441
-
mar/10
Diversos
3,038
2,186
-
-
sep/11
Itaú
América Piqueri Incorporadora S.A.
Boa Viagem Empreendimento
Imobiliário S.A.
Eco Life Butantã Empreendimentos
Imobiliários S.A.
Lindencorp Desenvolvimento Imobiliário
S.A.
S.A.
S.A.
-
-
-
11,659
dec/07
Bradesco
-
-
-
1,495
oct/08
HSBC
-
-
-
13,914
may/08
Unibanco
-
-
-
7,111
apr/09
-
-
-
16,356
aug/12
ABC Brasil
UBS
Pactual
-
-
-
237
jan/10
Unibanco
HL Empreendimentos S.A.
-
-
-
2,214
feb/09
Unibanco
PDG Desenvolvimento Imobiliário S.A.
Sardenha Empreendimentos Imobiliários
S.A.
-
-
-
19,842
oct/10
Unibanco
-
-
-
10,097
feb/08
Unibanco
2,949
-
-
-
jul/11
Bradesco
2,383
-
-
-
jul/11
Santander
261,751
261,888
267,680
267,384
jul/14
Bradesco
Debêntures - 3a Emissão
307,154
303,849
-
-
sep/14
Caixa
Debêntures Klabin 1a Emissão
272,272
-
-
-
Debêntures Klabin 2a Emissão
254,312
-
-
-
2,146
3,221
45
72
3,710,259
1,504,139
864,968
490,878
Três Rios Empreend. Imob. S.A.
Queiroz Galvão Mac Cyrela Veneza
Emp.Imob. S.A.
Debêntures - 1a Emissão
Other
TOTAL INDEBTNESS
Period
Real
Floating
Unsecured
Total
Period
Real
Floating
Unsecured
Inferior to 1
year (in R$
Thousand)
145,710
Not applicable
Not applicable
145,710
Fiscal Year ended 12/12/2007
Superior to 1 year and
Superior to 3 years and
inferior to 3 years (R$
inferior to
Thousand)
5 years (R$ Thousand)
88,204
131,964
Not applicable
Not applicable
Not applicable
Not applicable
88,204
131,964
Inferior a 1 ano
(em R$
Thousand)
219,364
Not applicable
Not applicable
Superior 1 year and
Superior 3 years and
inferior 3 years (R$
inferior
Thousand)
157,585
427,330
Not applicable
Not applicable
Not applicable
Not applicable
Superior 5 years
(R$ Thousand)
Total (R$
Thousand)
125,000
Not applicable
Not applicable
125,000
490,878
Not applicable
Not applicable
490,878
Superior 5 years
(R$ Thousand)
62,500
Not applicable
Not applicable
Total
(R$
Thousand)
866,779
Not applicable
Not applicable
18
BZDB01 88044462.3 03-set-10 20:27
Total
219,364
Period
Real
Floating
Unsecured
Total
Period
Real
Floating
Unsecured
Total
3.9.
157,585
427,330
62,500
866,779
Inferior to 1
year (in R$
Thousand)
543,242
Not applicable
Not applicable
543,242
inferior to
Thousand)
546,868
415.821
Not applicable
Not applicable
Not applicable
Not applicable
546,868
415,820
Superior to 5
years
(R$ Thousand)
Not applicable
Not applicable
-
Total
(R$
Thousand)
1,505,931
Not applicable
Not applicable
1,505,930
Inferior to 1
year (R$
Thousand)
1,786,588
Not applicable
Not applicable
1,786,588
Semester ended 3/31/2010
inferior to
Thousand)
1,030,453
801,023
Not applicable
Not applicable
Not applicable
Not applicable
1,030,453
801,023
Superior to 5
years
(R$ Thousand)
92,195
Not applicable
Not applicable
92,195
Total
(R$
Thousand)
3,710,259
Not applicable
Not applicable
3,710,259
Other information deemed relevant by the Company
There is no other relevant information concerning this item 3.
19
BZDB01 88044462.3 03-set-10 20:27
4.
RISK FACTORS
4.1.
Risk factors that may influence the investment decision, in special, those related to:
a. The Company
We may have difficulties identifying and carry out new transactions for real estate development together with
other companies active in the real estate market or new investments for indirect development of real estate
(“Joint Ventures”), what may adversely affect us.
We carry out a portion of our projects as joint ventures with other companies. Our ability to successfully indentify
and create new Joint Ventures is essential to our growth. However, we may encounter difficulties in identifying
attractive business in the future or we may be unable to make new investments in joint ventures on favorable terms.
Furthermore, our strategy of identifying our real estate operations and expanding geographically will depend on our
ability to form partnerships with companies operating in several segments of the market and in other regions of
Brazil. In addition, unfavorable economic conditions may increase our financing costs and limit our access to the
capital market, reducing our ability to enter into new Joint Ventures.
If we are unable to make strategic acquisitions or to form new Joint Ventures, we may not grow as quickly as we expect, and
this may adversely affect the Company.
We are a company whose results depend on the results of our subsidiaries, for which we have no assurance
will be made available to us.
The Company’s ability to meet its financial obligations and to distribute dividends to its shareholders, including in
the form of interest on shareholders’ equity, depends on the distribution of cash flow and income from its
Subsidiaries. We have no control of part of our Subsidiaries, therefore the payment of dividends by such Subsidiaries
is not mandatory, as such payments are generally determined by the majority of their shareholders. Therefore, there
is no assurance that any such funds will be made available to the Company, or that the funds distributed to us will be
sufficient to fulfill our financial obligations or to pay dividends to our shareholders.
The loss of members of our management and/or our inability to attract and retain qualified personnel could
have an adverse effect on our business, financial condition or results of operations.
Our ability to maintain our competitive position largely depends upon the performance of our management team,
mainly because of the business model and investments adopted by the Company. None of our managers is subject to
long-term employment agreements or non-competitions agreements. There is no assurance that we will succeed in
attracting and retaining qualified management personnel to assist us in our growth. The loss of services of any
members of our management or our inability to attract and retain qualified personnel could have an adverse effect on
our business, financial condition and operating results of the Company.
Some of our Subsidiaries depend on the credit facilities provided by the Caixa Econômica Federal (“CEF”),
and institutional and/or operating changes in this government agency could adversely affect us.
We frequently use credit facilities provided by the CEF to finance the sale of residential units developed for middle
and lower-middle income classes, especially those developed by our subsidiaries Goldfarb Incorporações e
Construções S.A. (“Goldfarb”). These credit facilities are essential to leverage our residential unit sales capacity and
to enable us to develop new projects because their availability reduces our need to use our own capital to grant loans
to our customers. Being CEF a government agency, it is vulnerable to political influence and there may be changes to
the current rules and policies for granting credit facilities that would reduce the availability or benefits of their
financing. The failure to receive financing or the suspension, interruption or significant change in their financing
could adversely affect the estimation of growth of our businesses. Furthermore, the suspension, interruption or
slowdown of the CEFs activities in approving our projects, extending financing to our customers, and assessing the
development of our construction projects, among other activities, could adversely affect our business, our financial
condition, our operational results and/or the market price of our common shares (“Shares”). Additionally, such
factors could, in the future, lead us to seek and use new forms of financing instead of the CEF. However, if such
alternative sources of financing are not made available to our customers under similar conditions as those granted by
CEF, our results of operations could be adversely affected.
20
BZDB01 88044462.3 03-set-10 20:27
The market value of the land we hold in stock may decrease, what could adversely affect our operating results
We maintain some land in stock for part of our future developments and we intend to increase the size of our land
bank as well as acquire larger parcels of land in the future. The market value of our land may significantly decrease
from the time of acquisition to the time when such parcels are actually developed due to market or economic
conditions. A decrease in the market value of our land bank may adversely affect the results of the sales of our
developments and consequently our operating results.
We could be unable to sustain or increase our historical growth rate
We have recently experienced a rapid growth, as well as a geographic expansion of our operations. We intend to
continue expanding our business in the markets where we operate, as well as markets in other regions we have not
yet explored, so we can take best advantage of opportunities to grow in existing and potential markets. However, we
may be incapable of increasing or maintaining similar levels of growth in the future, and our operating results in
recent periods may not be indicative of our future performance. If we are unable to grow and maintain a satisfactory
composite index of annual growth, our financial results could be adversely affected.
Our internal growth has placed, and we expect it will continue to place substantial adjustments on our business,
particularly our administrative, technical, operational and financial resources and internal controls. Additional
growth and expansion in our existing markets and in new markets may further strain our resources and will depend
substantially on our ability to implement and manage the expansion of these resources. If we are unable to respond
rapidly and properly to such expansion, our operating results may be adversely affected.
We may need additional funds in the future and may issue additional securities, which may result in a dilution
of investors' interests in our Shares.
We may need to raise additional capital and may opt to obtain such capital through the public or private placement of
debt securities, shares or securities convertible into our common shares. In the event that public or private financing
is unavailable, or if our shareholders so decide, such additional funds may be obtained through an increase in our
capital, which may dilute the percentage of investors’ interest in our common shares.
Holders of our common shares may not receive any dividends or interest on shareholders' equity.
According to the Company’s bylaws (“By Laws”), we must pay our shareholders at least 25% of our annual adjusted
net income as dividends or interest on shareholders' equity, as calculated and adjusted pursuant to the Brazilian
Corporate Law. This adjusted net income may be capitalized, used to absorb losses or otherwise retained as allowed
under Brazilian Corporate Law, and may not be made available for payment as dividends or interest on shareholders'
equity. Additionally, Brazilian Corporate Law allows a publicly traded company like ours to suspend the mandatory
distribution of dividends in any particular fiscal year if our Board of Directors informs the Annual General Meeting
that such distribution would be inadvisable in view of our financial condition. If these events were to occur, the
holders of our common shares may not receive dividends or interest on shareholders' equity.
b. The Controller of the Company, directly or indirectly, or control group
None.
c.
The Company’s Shareholders
The relative volatility and limited liquidity of the Brazilian securities markets may substantially limit the
ability of investors to sell our Shares at the desired price and time.
Investment in securities in developing markets such as Brazil frequently involves a greater degree of risk than in
other markets. The Brazilian securities market is substantially smaller, less liquid, more concentrated and generally
more volatile than the major international securities markets.
For example, the BM&FBOVESPA had a total market capitalization of approximately R$1.3 trillion as of December
31, 2009 and an average daily trading volume of R$5.3 billion at the same date. During the year a total of 81,75
million of businesses were done as of 61.02 million in the year before. These market characteristics may
substantially limit our shareholders ability to sell our Shares at the price and time you wish and as consequence,
could adversely affect the market value of our Shares.
21
BZDB01 88044462.3 03-set-10 20:27
The interests of our officers and employees could become excessively linked to the price of our shares, since
they are granted stock options to purchase or subscribe to our common shares
We have a plan that grants options to purchase shares pursuant to Article 168, paragraph three of the Corporations
Act. It was approved at the general meeting of shareholders held on January 9, 2007, later changed in the
Extraordinary General Meeting that the Company held on December 21, 2007 (“Stock Option Plan” or “Plan”), with
which we seek to stimulate improvement in our management and retention of our executives to achieve gains by
compromising with the results of long term and short-term performance.
The fact that our managers and employees can receive stock options to purchase or subscribe to our common shares
at a lower price than the market price of our common shares could lead their interests to become excessively linked
to the price of our common shares which could have a negative impact on our business.
d. The subsidiaries and colligated Companies
The risks related to the subsidiaries and colligated Companies are the same related to us.
e.
The Suppliers of the Company
The use of outsourced labor force could expose us to labor and social security liabilities.
The company and its subsidiaries have a reduced number of employees. As of March 31, 2010, approximately 80%
of our direct and indirect labor force was outsourced. The use of an outsourced labor force by our subsidiaries,
mainly with respect to the hiring of construction companies, exposes us to labor and social securities liabilities. The
assumption of such contingencies is inherent on the hiring of third parties, since it can be attributed to the
Subsidiaries, as makers of third party services, the responsibility for the labor and social security debts of employees
of service providers companies when they fail to comply with their labor and social security obligations. The
Company itself could respond for labor and social security contingencies relating to its Subsidiaries, regardless of the
right of the Company and its Subsidiaries to return action against the service providers companies. The occurrence of
any contingencies is difficult to predict and quantify, and if they happen, it may adversely affect the financial
condition and results of the Company.
Problems with our real estate projects that are beyond our control may damage our image, reputation, or our
business, as well as expose us to indemnification payments as a result of civil liabilities.
In the normal course of our business, we acquire materials from third parties, and we outsource a portion of the labor
services to develop our real estate projects to contractors. As a result, the timely completion and quality of our
developments are subject to certain factors that are beyond our control, including, but not limited to, the quality and
availability of construction materials supplied for use in our projects and the technical skills of the construction
companies and contractors that we hire. Our image and reputation, as well as the technical quality of our real estate
projects, are determining factors for the success of our sales and growth. The occurrence of one or more problems in
our real estate projects may adversely affect our image, reputation, future sales and relationship with our customers,
which in turn could adversely affect our business and results.
Additionally, pursuant to article 618 of the Brazilian Civil Code, we are required to provide our customers with a
five-year warranty against significant structural problems in our developments, and we may be called upon to uphold
these warranties. In this event, we may incur unanticipated costs and therefore be adversely affected.
f.
The Company’s Clients
There is no risk related to the Company’s clients.
g. Sectors of the economy in which the Company operates
The Brazilian real estate market is highly competitive, which could present a threat to our market position in
Brazil and our expansion strategy.
The increasing competition in the Brazilian real estate market by our current and future competitors, including
foreign competitors, could increase our land acquisition costs, hampering the expansion of our land bank or even
making it impracticable to maintain its current size. Competition may also impact the profitability of our operations,
22
BZDB01 88044462.3 03-set-10 20:27
including by reducing the prices and by increasing our marketing costs. As a consequence, our operations and profits
may decrease, adversely affecting our financial condition.
In addition, the Brazilian real estate market is highly competitive and fragmented, and lacks high-entry barriers that
would restrict new competitors from entering the market. The main competitive factors in the real estate
development business include availability and location of land parcels, terms and availability of financing,
characteristics of the projects, quality of the developed residential units, reputation and ability to enter into joint
ventures with other developers. We compete with a number of residential and commercial developers and real estate
companies in seeking: (i) land for acquisition; (ii) obtaining financial resources for development; and (iii) identifying
prospective clients. New companies, including foreign companies working in joint ventures with local companies,
may become active in the real estate development business in Brazil in the near future, further increasing competition
in this industry.
To the extent that one or more of our competitors initiates a very successful sales or marketing campaign and, as a
result, their sales increase significantly, our business, financial condition and operating results could be materially
and adversely affected if we are not able to respond to such pressures as promptly and effectively as our competitors.
Furthermore, some of our competitors might obtain access to financial resources under better conditions than ours
and, consequently, establish a capital structure that is better able to adapt to market pressures, principally in periods
of instability in the real estate market.
The scarcity of available financing and/or increased interest rates may reduce demand for residential or
commercial real estate units (“Units”), which could negatively affect the real estate market and adversely
affect us.
Purchasers of our Units generally rely on loans to finance their acquisitions. The scarcity of financing resources
available in the market, changes in current policies for the concession of financing and/or an increase in interest rates
may adversely affect the ability or willingness of prospective buyers to purchase our Units. Most of the bank
financing obtained by consumers for the purchase of real estate comes from the Sistema Financeiro de Habitação SFH (the national housing system), which in turn is financed with funds raised from savings account deposits.
Furthermore, the Conselho Monetário Nacional - CMN (the national monetary council) may reduce the amount of
funds that banks are required to make available for real estate financing. If the CMN restricts the amount of funds
available to finance the purchase of real estate, or if there is an increase in prevailing interest rates, demand for
construction of new properties could decrease, which may have a material adverse effect on our business, financial
condition and operating results.
Additionally, if the Brazilian economy experiences a recession, our sales may slow down and customers could
default, which could also have an adverse effect on the Company.
Our business is subject to extensive regulation, which may increase our costs and limit our strategy of
expansion.
The Brazilian real estate industry is subject to extensive building and zoning regulations imposed by various federal,
state and municipal authorities that govern land acquisition and development and construction activities, primarily
through zoning restrictions, license requirements and consumer protection laws. We are required to obtain the
approval of various governmental authorities for our development projects. New laws or regulations could be
adopted, enforced or interpreted in a manner that could adversely affect our business.
Our operations are also subject to Brazilian federal, state and municipal environmental laws and regulations. These
environmental laws may result in delays, may cause us to incur substantial costs and may prohibit or severely restrict
commercial and residential projects activities in environmentally sensitive regions. Regulations governing the Brazilian
real estate industry as well as the environment have tended to become more restrictive over the years, and this increased
regulation could adversely affect the Company.
In addition, zoning and environmental laws may change after the acquisition of a parcel of land and before its
development, causing delays and modifications to the originally proposed project, which may have an adverse effect
on our business and expected results.
The real estate industry is subject to risks generally associated to development and construction activities.
23
BZDB01 88044462.3 03-set-10 20:27
The risks associated with the development and construction activities of real estate companies like ours include,
without limitation, the following: (i) due to the significant time lag between the commencement and completion of a
project (18-36 months), possible changes in the macroeconomic scenario during such period, such as slowing
economy, increased interest rates, currency fluctuations and political instability the devaluation of land stock,
demographic changes, could occur and make our projects less attractive to our customers; (ii) construction costs may
exceed initial estimates; (iii) the developer or the construction company may not be allowed to index their costs to
certain industry inflation rates or to index their receivables, as currently permitted, which could potentially make the
real estate project economically unattractive; (iv) the level of customer interest in a project, or the residential unit
sales price necessary to sell all of the residential units, may not be sufficient to make the project profitable or the lack
of customer interest or the difficulty in obtaining customer financing may reduce the pace of sales, generating
additional selling and marketing costs; (v) possible interruptions in supply or shortage of construction materials and
equipment may delay the conclusion of the project; (vi) construction and sales may not be concluded on time,
resulting in higher costs; (vii) we may face difficulties in acquiring land, such as environmental and land-related
negotiations; (viii) land that we acquire may be expropriated by the Brazilian government, or the beginning of public
works may impair its use or access; and (ix) project costs may be increased as a consequence of delays during
development and increases in the construction costs, since, except for Goldfarb and CHL, none of our Subsidiaries
performs its own construction activities. The occurrence of one or more of these factors may have an adverse effect
the Company.
Real estate projects entail risks usually associated with the granting of consumer financing.
As is common in our industry, we grant loans to some of our customers. As a result, we are subject to the risks
associated with the granting of financing, including the risk of inflation, default in the payment of principal or
interest of our loans and the risk of increased costs for the funds we raised. In addition to the interest rate of 12% per
year, our sales agreements provide for monetary adjustment based on the National Index of the Construction Cost
(Indice Nacional de Custo da Construção), or INCC, applicable during construction of the Units, and on the General
Market Price Index (Indice Geral de Precos -Mercado), or IGP-M, applicable after the completion of the work. Both
these indexes vary according to the inflation rate. If there is an increase in the inflation rate, our customers'
indebtedness may increase as a result of the sales agreements, causing higher customer default. This could have an
adverse effect on our cash generation and therefore our operating results.
In the event of default of a customer after the delivery of the Units, Brazilian law provides for the filing of a judicial
collection claim to recover the amount owed or to repossess the Unit. The collection of overdue amounts or the
repossession of property usually takes two years. Thus, if a customer is in default, we cannot guarantee that we will
recover the full amount of the unpaid principal, which could adversely affect our results.
Along with other real estate companies, we raise funds at different rates, and we may be unable to match our
payment conditions with the terms of the loans we grant to our customers. This possible mismatch of rates and terms
between the funds we raise and the loans we grant could adversely affect us.
The real estate market may be subject to a liquidity crisis.
Like other companies in the real estate industry, we depend on a variety of factors outside our control in order to
build and develop real estate projects, including (i) the availability of market resources for the granting of financing
to our customers for the acquisition of our Units and to us for the development of new real estate projects and (ii)
relying on our customers to make timely payments related to the acquisition of our Units.
Any scarcity of market resources may decrease our sales capacity due to difficulties in obtaining credit for
construction or land acquisition, or due to fewer launchings of new projects.
The combination of these risks could reduce our earnings, cash generation and results.
In addition, a possible change, allowing the employees to use the Severance Payment Fund (Fundo de Garantia por
Tempo de Servico), or FGTS, for purposes other than the ones currently permitted, may reduce the overall funds
available by financial institutions for purchase of real estate properties, especially the CEF.
We are exposed to numerous risks associated with the incorporation, construction, lease and sale of real estate
properties.
24
BZDB01 88044462.3 03-set-10 20:27
We are dedicated to incorporation, construction, lease and sale of real estate properties and we intend to keep
developing these activities. Besides all the risks that generally affect the Brazilian real estate market, such as changes
in supply and volatility of materials and construction equipments, scarcity of qualified labor to provide services,
changes in supply and demand for real estate projects in the regions in which we operate , strikes and environmental
and zoning regulations, our activities are specifically affected by the following specific risks:
•
•
•
•
economic conditions in Brazil may adversely affect the growth of the real estate business as a whole, by means
of an economic slowdown, an increase in interest rates, exchange rate fluctuations and political instability,
among other factors;
new regulations or market conditions may prevent us from obtaining our receivables, in accordance with certain
rates of inflation, as currently permitted, which could make a project economically or financially infeasible;
customer demand for new projects may wane or the unit sale price necessary to sell all of our units may be
significantly lower than expected, which could make projects less profitable and/or the total value of units
different than expected;
bankruptcy or significant financial difficulties of a major real estate company may adversely affect the real
estate market as a whole, particularly if customers lose confidence in the real estate companies, including the
Company;
•
we are affected by local or regional real estate market conditions such as the oversupply of lower-income
residential projects, with sales price between R$60,000.00 and R$130,000.00;
•
potential buyers may have a negative perception of the security, convenience and attractiveness of our real estate
properties and the areas in which they are located;
•
increases in operating costs, including insurance premiums, real estate taxes and utilities, may affect our profit
margins;
•
we may be affected by the scarcity of well-located land for the development of our projects in areas where we
operate, currently or in the future;
•
we may be affected by the interruption of the provision of materials and construction equipment;
•
real estate development opportunities may slow down or disappear; and
•
construction and sale of units may not be completed on schedule, resulting in increased construction costs or
early termination of sales contracts.
The occurrence of any of these factors may have an adverse effect on our financial condition and operating results.
Additionally, pursuant to the terms of our standard contracts to sell our units, the purchasers have the right to
terminate the contract, without incurring any penalty, and to receive back a significant portion of payments made to
us as adjusted for inflation, if the purchased units are no timely delivered within 180 days counted as from the
original delivery date. We cannot guarantee that we will not be subject to future construction delays in our projects.
In addition, pursuant to article 618 of the Brazilian Civil Code, we must provide a five-year warranty with respect to
structural defects that may be exercised during such period of time. The occurrence of any such events may also
have an adverse effect on our financial condition.
h.
The regulation of industries in which the Company operates
An increase in existing tax rates or the creation of new taxes while our sales contracts are in force may have
an adverse effect on our financial condition and operating results.
The real estate industry is influenced by government policies and an increase in the tax rates applicable to the
industry could adversely affect real estate transactions. In the past, the Brazilian government has changed tax rates
and created new taxes, as well as modified the system of taxation with some frequency. If the government increases
tax rates or creates new taxes on the purchase and sale of real estate while our sales contracts are in force, we may
25
BZDB01 88044462.3 03-set-10 20:27
suffer an adverse effect to the extent that we cannot amend these agreements in order to pass such increased costs on
to our customers.
In addition, an increase in, or creation of, new taxes on the purchase and sale of real estate that are passed on to our
customers may increase the final price to our customers, which could potentially reduce the demand for our
properties, causing an adverse effect on our results.
Furthermore, the Brazilian government may terminate the “presumed profit” method used to calculate corporate
income taxes used by many of our Subsidiaries, in particular the special purpose vehicles established development of
projects or for co-development activities, the tax burden on our special purpose vehicles would increase and our
operating results could be adversely affected.
Our activities are subject to extensive environment regulation, which may increase our costs and limit our
development, or in some other manner adversely affect our business.
Our operations are subject to federal, state and municipal environmental laws and regulations. We are required to
obtain approval from various government authorities to develop our real estate business. New laws or regulations
could be approved, implemented or interpreted in a way that could affect our results of operations, particularly if
they become more rigid.
These environmental regulations could cause delays and cause us to incur significant compliance and other costs.
They could also prohibit or severely restrict our business activities and residential construction in environmentally
sensitive areas or regions. The laws that govern the Brazilian real estate sector, as well as environmental laws, tend
to become more restrictive over time and any increase in restrictions could adversely and materially affect our
operating results.
i.
Foreign countries where the Company operates
Developments and perceptions of risk in other countries, especially in emerging market countries and the United
States, could have an adverse effect on Brazilian securities market, including the market price of our common
shares, and could cause a negative impact on our operating results and financial condition.
The market price of securities issued by Brazilian companies is influenced by economic and market conditions in
other countries, particularly other Latin American and emerging market countries, as well as the United States.
Although economic conditions in these countries may differ significantly from economic conditions in Brazil, the
reaction of investors to events in these other countries may have an adverse effect on the market value of Brazilian
securities, including our common shares. Crises in other emerging market countries could diminish investors' interest
in securities of Brazilian issuers, including our common shares.
In the past, the development of adverse economic conditions in other emerging market countries resulted in a
significant flow of funds out of the country and, consequently, in the reduction of foreign capital invested in Brazil.
The financial crisis that began in the United States in the third quarter of 2008 created a global recession. Changes in
the prices of common shares of public companies, lack of available credit, reductions in spending, the general
slowdown of the global economy, exchange rate instability and inflationary pressure may adversely affect, directly or
indirectly, the Brazilian economy and securities market. In addition, financial institutions may be unable to renew,
extend, or grant new lines of credit under economically favorable conditions, or may even be unable or unwilling to
honor existing obligations. Any of these factors could adversely affect the market price of our common shares, and
could also make it more difficult for us to access the capital markets and finance our operations in the future on
acceptable terms, or at all.
4.2.
Company’s expectations on the reduction or increase of the exposion to the risks described above.
The Company constantly analises the risks to which it is exposed and that can adversely affect its business, financial
situation and results. This way, we are constantly monitorating changes in the macro-economic scenario that can
affect our activities through accompaniment of the main performance indicators. We have a strong control of our
suppliers, which avoid any sort of adverse effect on our activities. Now a days, the Company does not see any
increase or reduction of the risks described in seccion 4.1.
26
BZDB01 88044462.3 03-set-10 20:27
4.3.
Judicial, administrative or arbitraries proceedings in which the Company or its subsidiaries are parties,
discriminating works, taxes civils and other: (i) that are not confidential; and (ii) that are relevant for the
Company’s and its subsidiaries business.
On March 31, 2010, we and our Subsidiaries were parties in judicial and administrative proceedings, originated from
the business natural course, resulting on a total involved value of R$53.0 million. We do not believe that any judicial
or administrative proceeding, if judged in an unfavorable way could cause an adverse effect over our activities,
financial situation and operational results. There is only one proceeding among all the judicial and administrative
proceedings that the Company and its Subsidiaries are parties, we considerate only one, where Goldfarb is a party,
which is relevant since it involves a share participation on the subsidiary, but this proceeding is under confidentiality.
As mentioned, the criteria used to determine this proceeding a valid one is that a loss on the proceeding could affect
our participation in Goldfarb’s. But, we believe that even if this judicial proceeding is judged favorable to the other
part, it will not affect us adversely and it will not bring negative consequences to the development of our business.
4.4.
Judicial, administrative or arbitraries proceedings in that are not confidential which the Company or its
subsidiaries are parties or ex parties and whose other parties are managers or ex managers, controller or ex
controller or investor of the Company or its subsidiaries.
On March 31, 2010 there were no judicial, administrative or arbitrary proceedings that are not confidential in which
the Company and its subsidiaries are parties and the other party consist on an ex-manager, ex controller, ex investor
of the Company or of its subsidiaries.
4.5.
Confidential Proceedings that are relevant and that the company or its subsidiaries are parties that have
not been described on items 4.3 and 4.4. analyze the impact in case of loss and inform the involved values.
The claim that is mentioned on 4.3 is approximately R$4 million, and the consequence in case we lose will be the
loss of ours subsidiaries shares (Goldfarb’s) over 4% of its total and direct capital stock and the right to request
compensation of Goldfarb’s old controllers.
4.6.
Description of the judicial administrative or arbitrary proceedings that are repetitive or connected based
on juridical facts and causes that are similar. They are not confidential but reliant in a way that the Company and
its subsidiaries are parties, discriminating works, taxes and others.
On March 31, 2010 the Company and its subsidiaries do not have repetitive or connected judicial, administrative and
arbitraries proceedings, based on the similar facts and causes that are not confidential and that together are relevant
(besides the judicial and administrative proceedings mentioned on this item 4)
4.7.
Description of other relevant contingencies not described in the anterior items
On March 31, 2010, the Company and its subsidiaries do not have any relevant contingencies not included in the
previous items.
4.8.
Rules from the origin country from the foreign issuer and rules from the country in which foreign
securities are custoded, if diverse from the origin country
Not applicable to the Company.
27
BZDB01 88044462.3 03-set-10 20:27
5.
MARKET RISKS
5.1.
Quantitative and qualitative description of the main market risks to which the Company is
exposed, including foreign exchange risks and interest rates.
The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian
economy. This involvement, as well as Brazilian economic and political conditions, could adversely affect our
business and the market price of our Shares.
The Brazilian economy has been characterized by frequent, and occasionally drastic, intervention by the Brazilian
government, which has often changed monetary, fiscal, credit and tax and other policies to influence Brazil's economy. The
Brazilian government's actions to control inflation and affect other policies have often involved wage and price controls,
currency devaluations, controls on remittances abroad, fluctuations of the base interest rate, as well as other measures. We
have no control over, nor can we foresee, any measures or policies that the Brazilian government may adopt in the future.
Our business, financial condition and operating results may be adversely affected by changes in the policies of the
Brazilian government, including, without limitation:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
economic and social instability;
inflation;
exchange rate fluctuations;
negative diplomatic developments;
exchange controls and restrictions on remittances abroad;
expansion or contraction of the Brazilian economy, as measured by GDP growth rates;
energy rationing;
fiscal or monetary policy and amendments to the tax legislation;
interest rates;
liquidity of domestic and foreign capital and lending markets;
expropriation of privately-owned land;
environmental and sanitary laws and regulations;
interpretation of labor and social security laws, and
other political, diplomatic, social and economic policies or developments in or affecting Brazil..
Uncertainty over whether the Brazilian government will implement changes in policy or laws affecting these and
other factors in the future may contribute to economic uncertainty in Brazil and to heightened volatility of the
Brazilian capital markets and securities issued abroad by Brazilian companies. Thus, such uncertainties and other
future events in the Brazilian economy may have a material adverse effect on our business and operating results, and
the market price of our Shares.
Inflation and government efforts to curb inflation may contribute to economic uncertainty in Brazil, adversely
affecting our operations and the market price of our Shares.
In the past, Brazil has experienced extremely high inflation rates. Inflation and certain measures taken by the
Brazilian government to combat it, combined with speculation over eventual governmental measures, have had
significant negative effects on the Brazilian economy, contributing to the economic uncertainty already existing in
Brazil and heightened volatility in the Brazilian securities market. Most recently, the average annual inflation rate
measured by the IGP-M, decreased from 20.10% in 1999 to 9.80% in 2008. Inflation rates as measured by the IGPM were negative 1.72% as of September 30, 2009. In three months ended March 2009 and 2010, inflation rates were
0.92% and deflation rates were 2.78%, as measured by the IGP-M. The Brazilian government's measures to control
inflation have frequently included maintaining a tight monetary policy with high interest rates, thereby restricting the
availability of credit and reducing economic growth. Consequently, interest rates have presented significant
fluctuation. For example, the official interest rates in Brazil at the end of 2007, 2008 and 2009 were 11.25%,
13.25%, 8.75%, respectively, and 11.25% and 8.75% in the quarter ended March 31, 2009 and 2010, respectively, as
established by Central Bank's Monetary Policy Council (Conselho de Politica Monetária do Banco Central), or
COPOM.
Future measures by the Brazilian government including reduction of interest rates, money market intervention, and
actions to adjust or fix the value of the Real, may trigger an increase in inflation. If Brazil experiences increased
inflation in the future, we may be unable to adjust the prices charged to our clients to compensate for the effect of
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BZDB01 88044462.3 03-set-10 20:27
inflation on our cost structures, which may result in an increase in our costs and a reduction in our net operating
margin.
Exchange rate instability may adversely affect the Brazilian economy and the market price of our Shares.
As a result of several inflationary pressures, the Brazilian currency has been devalued periodically relative to the US
dollar and other strong currencies during the last four decades. Throughout this period, the Brazilian government has
implemented various economic plans and adopted a number of exchange rate policies, including sudden
devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to
monthly), floating exchange rate systems, exchange controls and dual exchange rate markets. From time to time,
there have been significant fluctuations in the exchange rate between the Brazilian currency and the U.S. dollar and
other currencies. For example, the Real depreciated 18.7% in 2001 and 52.3% in 2002 against the US dollar.
Although the Real appreciated 17.2% against the US dollar in 2007, in 2008, as a result of the worsening global
economic crisis, the Real depreciated 32% against the US dollar, closing at R$2.34 to US$1.00. In 2009, after the
end of the global crisis, the Real appreciated 34.3%, closing at R$1,74 to US$1,00 at the end of the year. In the
quarter ended March 31, 2009, the Real appreciated 0,09% against the US dollar. On March 31, 2010, the exchange
rate between the Real and the US dollar was R$1.78 to US$1.00. We cannot guarantee that the Real will not again
depreciate or appreciate against the US dollar in the future.
The devaluation of the Real against the US dollar may create additional inflationary pressures in Brazil and increase
interest rates, which may negatively affect the Brazilian economy as a whole, as well as the market price of our
Shares.
Modifications in accounting practices in Brazil due to of the adoption of International Financial Reporting
Standards (“IFRS”) could adversely affect our results.
On December 28, 2007, Law No. 11,638/07 was enacted, complemented by Law No. 11,941/09 of May 27, 2009
(converted into law from Provisional Measure No. 4491/08), altering the Brazilian corporate law and introducing
new accounting rules applicable to our type of corporation. with the objective of adopting IFRS as issued by the
International Accounting Standards Board (“IASB”). The effectiveness of such rules will depend on regulation by
CVM and the Brazilian Internal Revenue Service, or legislative changes. A portion of this legislation was already
passed.
In relation to the real estate sector, the interpretation of IFRIC 15 – “Agreements for the Construction of Real Estate”
specifically addresses the accounting practices for the recognition of sales revenue from real estate property by
construction companies before the property's completion imóvel and shall be applied for financial statements with
IFRS on fiscal years initiated in or after January 1, 2009. This interpretation was approved by the CPC and the CVM
(by means of CVM Decision No. 612, of December 22, 2009), and has been applied in Brazil since January 1, 2010.
The principal change brought by the enforcement of this interpretation is a change in the recognition of revenue
related to the sale of real estate properties.
A portion of the legislation standardizing accounting rules in Brazil was already passed, or has caused a transitional
tax regime to be instituted, and the uncertainty surrounding the impact of this regulation or legislation could
adversely affect our business and operating results, since we recognize revenue throughout the period of
construction, that is, before the property is handed over. Besides this, the modification of accounting practices,
especially those related to the real estate sector, could have material impacts on our financial statements, with a
possible effect on our results, including possible impacts on the distribution of dividends
Our future financial statements could occasionally be altered in a significant way as a result of various
accounting pronouncements issued by the CPC and standardized by the CVM in 2010.
Law No. 11,638/07 and Law No. 11,941/09 (converted into law from Provisional Measure No. 449/08) modified and
introduced new provisions to the Brazilian corporate law, with the main objective of updating the Brazilian corporate
legislation to facilitate the process of standardizing Brazilian GAAP with the accounting practices consistent with the
international norms of accounting issued by the IASB. The enforcement of the alterations introduced by this
legislation are mandatory for financial statements relating to the fiscal year beginning January 1, 2008.
As a result of this legislation, during 2008 the CPC released various pronouncements with mandatory application to
the preparation of financial statements as of and for the year ended December 31, 2008.
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Additionally, to continue this process of standardization, new accounting pronouncements are expected to be
released that may occasionally bring material impacts to our operating results. Although the CPC has published a
schedule for the approval of new pronouncements, we do not have control over nor can we foresee which accounting
pronouncements will be issued in 2010 and in the coming years.
The future financial statements that we must prepare could occasionally be altered in a significant way as a result of
various accounting pronouncements issued by the CPC and standardized by the CVM in 2010.
Interest Rate Risk
The Company is exposed to floating interest rates especially to the taxes variations that pays their financial
applications, debts and other assists and liabilities. The following are the main indexes in our present business plan:
•
INCC: it’s the biggest part of our costs (supplies and manpower) and are updated by the INCC index
(Índice Nacional de Custo da Construção). An increase of one per cent in this index during the quarter
ended June 30, 2010 would result a decrease in the Net Income of the Company of 15.400.
•
Interbank Deposit Certificate (“CDI”): all of our financial applications and approximately 46% of our
total Indebtness are hold to CDI. An increase of one per cent in the average rate of CDI in the quarter ended
June 30, 2010 would result a decrease in the Net Income of the Company of 5.700.
•
Others: among other indexes, we highlight only the TR, which has approximately 47.3% of our Indebtness
(R$1,757.5 million on June 30, 2010) held to this index.
Currency Risks
The Company does not have any debs or values to receive in a foreign currency. Additionally, none of our relevant
costs is in a foreign currency.
5.2.
Description of market risks management policy adopted by the Company’s, its objective, strategies and
instruments
a. Risks for which protection is sought
As mentioned in the item 5.1 above, the main market risk for the Company is the fluctuation of indexes and interest
rates, since we do not have any currency risk. We also seek protection for liquidity and results risks.
b. Patrimonial Protection Strategy (hedge)
The main strategy of the patrimonial protection is holding our assets to the same indexes as our liabilities. As
mentioned in the item 5.1 above, our main indexers are (i) INCC and (ii) CDI. Below, it’s described the main
strategies to minimize the exposure to these indexes:
(i) INCC: the biggest portion of our resources is held to this index. To minimize this exposure we update
INCC to our non performed receivables (approximately 87.3% of the total receivables on June 2010).
(ii) CDI: part of our Indebtness (approximately 46.4% on June 30, 2010) is held to the CDI. In order to
minimize this exposure, all of our financial applications are corrected by this index.
In addition, we are constantly looking for an optimization of multidisciplinary organization in which the direction
evaluates if actions undertaken are being made as to mitigate any risk of the Company's business.
c.
Instruments used for patrimonial protection (hedge)
The main financial instruments used by the Company and its subsidiaries are the financial applications, borrow
money for capturing and turning to finance projects under construction, acquisition of debentures, all in market’s
normal conditions.
d. Parameters used for managing those risks
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BZDB01 88044462.3 03-set-10 20:27
The management of these risks is performed by setting conservative strategies, aimed at liquidity, profitability and
safety. The control policy is active in monitoring the rates contracted by the Company versus the current market.
e.
If the Company operates various financial instruments with goals of asset protection (hedge) and what are
these goals
The Company does not perform operations with financial instruments with different goals of asset protection
(hedge).
f.
Organizational structure to control management risk
The CFO, along with the management control and legal department, periodically analyze the risks to inform the
direction and the board of directors, which assesses whether the actions taken are being made as to follow the policy.
g. Adequacy of the operational structure and internal controls to verify the effectiveness of the policy adopted
Through multidisciplinary organizational structure, which also uses the board as a strategic asset protection,
management monitors and evaluates the adequacy of operations with the policy.
We trust that such structure is appropriate to monitor our activities and risks and to identify possible issues for
improvement. No need to improve our current controls has been evidenced.
5.3.
Compared to last fiscal year, an indication of significant changes in key market risks
to which the Company is exposed or the risk management policy adopted
In the last fiscal year, there has been no material change in the principal market risks to which the Company is
subject, in policies or risk management.
5.4.
There are no other relevant information about this item 5.
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BZDB01 88044462.3 03-set-10 20:27
6.
6.1.
HISTORY OF THE COMPANY
Company’s Incorporation
The Company was incorporated on November 17, 1998 in the city of Sao Paulo, state of Sao Paulo, Brazil as a
closely held corporation.
6.2.
Time Period
Undetermined.
6.3.
Brief History of the Company
The Company was incorporated on November 17, 1998 in the city of Sao Paulo, state of Sao Paulo, Brazil as a
closely held corporation. The partners and founding members of the Company Pactual Electra Administração e
Investmentos Ltda., Alvaro Luis Gonçalves and Fernando Jorge Kalleder remained in the same until 2004. Since
then, the Fundo de Investimento em Participações Pactual Desenvolvimento e Gestão I (PDG), vehicle of the longterm investment area of the Bank Pactual SA, became the largest shareholder of the Company. At the same time, the
Company began to be administrated by its current directors, José Antonio Grabowsky Tornaghi and Michel Wuman.
In 2007, it was decided that the Company would invest in real estate market, that’s the reason why there was a
capital opening. Since then the Company has been investing in real estate projects through co-development (FDI)
and portfolio (indirect investment). The portfolio investment comes primarily from our subsidiaries “CHL” in Rio
de Janeiro and Goldfarb and Agre in Sao Paulo. Both of them are 100% (hundred percent) controlled by the
Company.
We're the developer with the largest growth in total value to be potentially obtained by sale of all Units of certain real
estate projects launched at the price of launch (“VGV Released”) since our initial public offering of shares (“PSV”)
in 2007 until June 30, 2010 among real estate public companies, such as, Cyrela Brazil Realty SA Empreendimentos
e Participações, Gafisa SA, MRV Engenharia e Participacoes SA, Rossi Residencial SA and Construtora Tenda SA,
comparing the data obtained from financial statements published by such companies during this period. We operate
focusing on enterprise development for the Lower Class and the public consumer units with sales price between
R$130.1 and R$350.0 thousands (“Medium Low”), through our subsidiary Goldfarb, and act strategically in the
segment for the public consumer of Units with sales price between R$350.1 and R$500.0 thousands, and between
R$500.1 and R$999.9 thousands (“Middle Class” and “Medium High”, respectively), through our subsidiary CHL.
PDG Realty presented a rapid growth since our IPO from 2007 until June 30, 2010 in comparison with the listed
companies, based on data obtained from financial statements published by such companies. We reached at the same
period, R$17.7 billion PSV and obtained R$14.0 billion from Net Sales Contracts. Additionally, PDG Realty
achieved the second position in sales velocity between the sector listed companies, with sales over offer (based on
the division of sales contracts by the initial stock after launch) of 62.4%, considering consolidated data since 2009 as
published by the sector public companies.
Since its initial public offering, PDG Realty is focused on medium and lower-income residential projects, which has
resulted in the expansion of our business in this segment both geographically and in terms of volume of transactions.
As of June 30, 2010, our land bank was comprised of R$28 billion PSV residential units, of which approximately
23% have an average price below R$130 thousands, 26% between R$130.0 and R$250.0 thousands and 33%
between R$250.0 and R$500.0 thousands, what means that 76% of the Units have an average price below R$500.0
thousands. This strategy was highlighted in 2009 with the decision of the CMN to increase the maximum financing
value of the housing financial system - SFH, from R$350 to R$500 thousands and with the creation, by the Brazilian
government, of an incentive program for lower-income housing called “Minha Casa, Minha Vida” (My House, My
Life), aimed at reducing the housing deficit in Brazil, which the Brazilian Institute of Geography and Statistics
(Instituto Brasileiro de Geografia e Estatística) - IBGE estimated at 7.2 million housing units in 2007. We believe we
are one of the biggest public-traded real estate companies together with CEF, inside and outside de program “Minha
Casa, Minha Vida”, and we believe that a good relation with this institution will help us conduct our business in the
several geographic business areas in which we operate. In addition, we believe we have an organizational structure
capable of absorbing the business growth of the past few years and further expanding in order to take advantage of
future market opportunities.
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BZDB01 88044462.3 03-set-10 20:27
Based on the data obtained from the financial statements disclosed by the real estate companies, for the twelvemonth period ended on June 30, 2010, we were the second largest real estate developer (incorporadora) among such
real estate companies in the terms of general sales volume launched, reaching R$5,92 billion of general sales volume
launched, and the second largest in terms of contracted net sales, reaching R$5.51 billion in the same period.
In addition, we have presented impressive growth in our financial statements. Our net operating revenue increased
887.6% between 2007 and 2010, from R$192.2 million for the semester ended June 30, 2007 to R$1.897 billion
for the semester ended June 30, 2010. Over the same period our Adjusted Net Results increased 614.3%, from
R$49.9 million for the semester ended June 30, 2007 to R$356.5 million for the semester ended June 30, 2010.
We reached this growth while maintaining one of the highest profitability levels among Brazilian real estate
companies. Our adjusted EBTIDA margin accumulated since our gone to public until June 30, 2010, averaged
25,8%, one of the highest among the open real estate companies in terms of individual increase of adjusted
EBITDA margin, based on data obtained from the financial statements disclosed by such real estate companies
during this period.
We have successfully implemented our growth strategy established in 2007, which is: (i) non-organic growth
through the full consolidation of our participation in the business units of the Company (“Business Units” – unidades
de negócios), which are, our subsidiaries Goldfarb, Agre and CHL Desenvolvimento Imobiliário S.A. (“CHL”),
generating higher operating and financial efficiency; and (ii) organic growth of the Company and our main Business
Units, as shown in our main operating and financial information, provided in the table below, for the indicated
periods:
Semester ended June
30,
Financial and Operating Information (R$ Thousand)
PDG Net operating revenue
Goldfarb(1)
AGRE
CHL(1)
PDG Net income
Goldfarb(1)
AGRE
CHL(1)
PDG Adjusted EBITDA(2)
PDG Adjusted EBITDA margin (3)
PDG general sales volume (4) (5)
PDG contracted net sales(4) (5)
Year ended December 31,
2010
2010
2007
2008
2009
Revised
Revised
Audited
Audited
Audited
1.897.944
858.841
585.738
278.729
335.354
162.636
68.888
64.794
546.379
28,79%
2.855.483
2.911.032
552.018 1.231.159 1.983.819
249.797
500.064
744.451
145.464
333.443
504.877
71.157
182.463
338.132
22.667
54.314
103.428
26.909
35.849
73.628
175.561
291.062
448.983
31,8%
23,6%
22,6%
1.233.450 2.611.540 3.026.550
969.950 1.811.830 2.670.255
813,664
312.149
201.845
126.985
25.768
42.407
175.166
24,53%
1.087.229
1.129.185
1 These numbers are calculated based on the proportional corporate held by us on the capital stock of Goldfarb and CHL, which: (i) in 2007
was 80,0% in Goldfarb and 70.,0% in CHL; (ii) in 2008, was 80,0% in Goldfarb and 70,0% in CHL; and (iii) in 2009, was 100,0% in
Goldfarb and 100,0% in CHL.
2 Adjusted EBITDA is calculated based on the definition issued by CVM Rule 01/2007, consisting of the sum of income before interest,
income tax, depreciation and amortization, added to the following adjustments: non-operational results, interest if non-controlling
shareholders and compensation expenses based on stock options.
3 Adjusted EBITDA divided by net operating revenue.
4 Includes partners’ interest in joint ventures
5 Operational data not directly reflected in our audited consolidated financial statements.
In the second semester of 2008, we began the expansion and consolidation of the operational structures of our
Business Units, investing in internal control systems, employees and improvement of internal procedures.
We have an internal structure capable of conduct and perform all the stages of the real estate development process,
including credit on-lending from financial institutions to our customers. In the ease of Goldfarb, which focuses on
lower-income residential projects, we begin by preparing the project, continue through construction management and
exclusive sales team, and conclude with post-sale customer service.
Our management team is comprised of professionals with substantial experience in financial markets, especially in
private equity and financing and/or structuring transactions, which we believe is important for conducting business in
an efficient and effective manner. Our Business Units have their own dedicated management teams with substantial
33
BZDB01 88044462.3 03-set-10 20:27
expertise in their respective areas of business. In addition, our management culture, which is based on meritocracy,
ability and knowledge, and a profound understanding of the Brazilian real estate market, is constantly impressed
upon our employees.
We are engaged in (i) the co-development of the real estate projects with several other well-known Brazilian real
estate developers through incorporation of SPEs; and (ii) the acquisition of significant ownership interests in
companies operating in the real estate industry, in which we actively participate trhough the development and
implementation of their strategic plans.
We operate in different segments of the real estate industry, including: (i) the development of residential projects
targeted in different income classes, (ii) the development of residential communities, (iii) investments in commercial
projects to generate income from rent, (iv) the trade of commercial and residential units, and (v) the structuring of
real estate receivables secured transactions. At this present date, we maintain investments in real estate in 72
Brazilian cities, in more than 11 states (SP, RJ, MG, BA, ES, PR, SC, RS, GO, MS, MT) and also in Brasília, the
Federal District, as well as in the Argentine cities of Buenos Aires and Rosario.
On June 10, 2010, our shareholders, in a shareholder’s meeting, unanimously approved the merger of AGRE’s shares
by PDG, through the transference of all shares that were issued by AGRE to PDG (“Merger of Shares”). This merger
aimed turning AGRE in a PDG’s full subsidiary, under article 252 of Lei 6.404/76. This operation was successfully
done, according to the terms of the Protocol and Justification of Merger of AGRE’s shares by PDG, celebrated in
May 3, 2010, by these companies’ managers.
AGRE’s shareholders got 0.495 of the new common share issued by PDG for each common share issued by AGRE
totalizing an issuance of 148,500,001 new common shares by PDG.
The Merger of Shares aims the unification of the management and shareholder bases of the Companies, as well as
provide synergy gains resulting from the unification of the activities of companies that will have a more efficient
structure for the development of real estate projects, with potential cost-saving for technical, supplies and other
general and administrative costs, and enable greater growth and profitability of businesses developed by the
Companies.
The Merger of Shares creates the largest real estate company in the country, and aims to unify the management and
shareholder bases of the Companies, as well as provide synergy gains resulting from the unification of the activities
of companies that will have more efficient structure, incorporating two additional regional land banks, making up a
portfolio of relevant products in all income groups. It is further considered that there is a potential cost saving
technical, procurement, and other general and administrative costs, providing better conditions for increased growth
and profitability of businesses developed by the Companies.
Considering that both AGREE and PDG meet the requirements of Art. 137, II of the Corporations Act, there
is no right of withdrawal or recess for shareholders of both companies who might dissent from the Merger of
Shares.
6.4.
Date of registration with the CVM
The filing with the CVM as a public company on January 23, 2007.
6.5.
Major
corporate
events
such
as
takeovers,
mergers,
acquisitions
of
shares,
divestments and acquisitions of corporate control, acquisitions and divestitures of important assets, which have
passed by the Company or any of its subsidiaries or colligates
(i)
incorporation of Key West Participações SA, which owned 12.5% of the share capital of
Goldfarb, with the consequent increase in the capital of the Company of R$12.3 million, with the
issuance of 2,022,272 common shares which were delivered to former shareholders of Key West
Participacoes SA, through the Company holds 70% of the shares issued of Goldfarb;
(ii)
incorporation of MP Holding SA, which owned 1.67% of Goldfarb, with a consequent increase in
the capital of the Company of R$3.3 million by issuance of 681,818 new ordinary shares, which
were delivered to former shareholders of MP Holding SA, from the Company holds 75% of the
shares issued by Goldfarb;
34
BZDB01 88044462.3 03-set-10 20:27
(iii)
incorporation of MP Holding 2 SA, which owned 2.5% of Goldfarb, with a consequent increase in
the capital of the Company for R$5.7 million by issuance of 1,136,364 new ordinary shares, which
were delivered to former shareholders of MP Holding 2 SA, from the Company holds 80% of the
shares issued by Goldfarb;
(iv)
incorporation of CHL XV Incorporações Ltda., which owned 10% of the CHL, with a consequent
increase in the Company's participation in the CHL in the corresponding 10%;
(v)
incorporation of CHL XXXIV Incorporações Ltda., which owned 12.31% of the CHL, with a
consequent increase in the capital of the Company of R$20.2 million by issuance of 3.2 million
new common shares, which were delivered to Mr. Rogerio Chor, from the Company holds 70% of
the shares of CHL;
(vi)
incorporation of MP Holding 3 Ltda., which owned 20% of common shares issued by Goldfarb.
Due to the merger the Company issued 829,644 new shares and 40 warrants, in four different
series;
(vii)
incorporation of CHL LXX Incorporations Ltda., which owned 30% of common shares issued by
the CHL. Due to the merger the Company issued 779,062 new shares and four warrants, in four
different series; and
(viii)
incorporation of the shares of AGRE Empreendimentos Imobiliários S/A. Due to the merger the
Company issued 148,500,001 new shares delivered to former shareholders of AGRE.
For more information about the mergers, the effects to the corporate structure, and on the corporate structure before
and after the operation, see Section 17.2 of this form, which refers to increases in capital of the Company.
6.6.
Bankruptcy filing, since founded in value relevance, or judicial or extrajudicial recovery of
Company, and the current status of such requests
Until the date of this Form there was no application for bankruptcy or judicial or extrajudicial recovery of the
Company.
6.7.
There are no other relevant information about item 6.
35
BZDB01 88044462.3 03-set-10 20:27
7.
COMPANY’S ACTIVITIES
7.1.
Brief description of activities that are developed by the Company and its subsidiaries
1
Company - Our social purpose comprehend: (a) participation in other real estate corporations, as partners,
shareholders or consortial, or through other means of investment, as the subscription or acquisition of debentures,
subscription bonus or other securities issued by other real estate corporations; (b) provision of collection of the
receivables; (c) acquisition of properties for rental; (d) acquisition of land for real estate development; and (e) real
estate development.
Business Units
Goldfarb - Goldfarbs’s activities are focused on the development of real estate projects for middle-income and lowincome class consumers with monthly income of 5 to 20 times the monthly minimum wage, with structured business
model based on standardization of the construction and incorporation and the vertical integration of production.
CHL - CHL focuses on the development of real estate projects mainly for middle and up-middle class consumers,
mainly in Rio de Janeiro. It is one of the biggest developers on that Estate.
PDG São Paulo – This company is focused on operations for middle and high class in the State of São Paulo (units
from R$200 to R$500 thousands). Recently we completed the hiring of the team responsible for operations,
composed of professionals with extensive experience in this segment within the State of São Paulo. Throughout 2010
we have already completed the negotiation of options for purchase of land totaling approximately R$180 million in
PSV.
PDG Companhia Securitizadora - Company focused on securitization of real estate receivables, whose activities
started in 2009. We performed 3 emission operations of CRI in 2009, which totaled more than R$100 million and
with a maturity of up to 8 years. In 2010 we conducted an operation of CRI with value of approximately R$187
million, maturing in up to 10 years (for details see item 8.1. (b) – “PDG Companhia Securitizadora”)
AGRE – Company incorporated by PDG Realty in June 2010, AGREE is the combination of the operations of
AGRA, Abyara and Klabin Segall, companies with extensive experience and tradition in the real estate market. This
association created on of the most diversified companies of Brazil in this sector, with presence in all regions of the
country, activities in all economic sectors, and a landbank with a PSV of approximately R$18.3 billion at December
31, 2009.
Subsidiaries
Lindencorp - Lindencorp aims to explore the market for residential real estate development for the upper and middleupper classes in the State of São Paulo. Lindencorp focuses on developing customized and sophisticated projects.
Cipasa - Cipasa is a company that operates in the land allotment market for residential condominiums for all income
segments in the State of São Paulo.
Real Estate Partners Desenvolvimento Imobiliário S.A. - REP DI operates with consulting and development of
commercial ventures. The REP DI focuses the Company's investments in commercial real estate projects aimed at
income generation through the development of centers of convenience and services, which are aimed at serving the
public resident in the region where they are located.
Brasil Brokers - Brokers Brazil The company is dedicated to service real estate brokerage with a focus on
performance and market intermediation and real estate consulting.
TGLT S.A. - TGLT aims to explore the market for residential real estate development for the upper and middle
classes to high in Argentina.
1
Source: ADEMI-RJ - Associação de Dirigentes de Empresas do Mercado Imobiliário do Rio de Janeiro.
36
BZDB01 88044462.3 03-set-10 20:27
7.2.
For each operating segment that has been circulated in recent demonstrations
financial closing of fiscal year or, if applicable, the consolidated financial statements, indicate the following
information
a. Marketed products and services
Sales and leasing of buildings and provision of management services locations.
b. Revenue from the segment and its participation in the Company's net revenue
Quarter ended 30 June
(R$ Thousand)
Net Operating Revenue PDG
Goldfarb(1)
AGRE
CHL(1)
Net Profit PDG
Goldfarb(1)
AGRE
CHL(1)
Adjusted EBITDA margin PDG(2)
Ajdjusted EBITDA margin PDG (3)
PSV Launching PDG (4) (5)
Goldfarb(1)
AGRE
CHL(1)
Contracted Sales PDG(4) (5)
Goldfarb(1)
AGRE
CHL(1)
Year ended December 31
2009
2010
2007
2008
2009
Revised
813,664
312,149
201,845
126,985
25,768
42,407
175,166
21,53%
1,087,229
866,372
96,500
1,129,185
871,472
114,674
Revised
1,897,944
858,841
585,738
278,729
335,354
162,636
68,888
64,794
546,379
28,79%
2,855,483
1,291,401
1,098,936
313,874
2,911,032
1,188,257
1,160,975
354,449
Audited
552,018
249,797
145,464
71,157
22,667
26,909
175,561
31,80%
1,233,450
799,786
176,897
969,950
375,656
105,659
Audited
1,231,159
500,064
333,443
182,463
54,314
35,849
291,062
23,60%
2,611,540
1,715,090
502,474
1,811,830
1,133,320
396,969
Audited
1,983,819
744,451
504,877
338,132
103,428
73,628
448,983
22,63%
3,026,550
2,155,179
580,418
2,670,255
1,776,500
464,457
____________________________
(1) values are considered based on the Company's proportionate share in the capital of Goldfarb and CHL, that: (i) in 2007 was 80.0% and 70.0%
of Goldfarb CHL, (ii) in 2008 was 80, 0% of Goldfarb and 70.0% of the CHL, and (iii) in 2009, is 100.0% and 100.0% of Goldfarb CHL.
(2) Adjusted EBITDA is calculated based on the definition of CVM Circular Letter 01/2007, earnings before interest, income taxes, depreciation
and amortization, plus the following settings: non-operating results, participation of non-controlling shareholders and expenditure-based
compensation stock options.
(3) Adjusted EBITDA divided by net operating revenues.
(4) Including the participation of partners in jointly controlled subsidiaries
(5) Operational data of the Company, not directly reflected in the audited financial statements
c.
Profit or loss resulting from the segment and its participation in the Company's net income
Data Base:
Segment
Real estate sales
Real estate rents
Total
06.30.2010
Net Income
1,954,590
17,438
1,972,028
% total
99.12%
0.88%
100.00%
37
BZDB01 88044462.3 03-set-10 20:27
7.3.
For products and services that correspond to the operating segments disclosed in 7.2, describe:
a. Characteristics of the production process
The main steps of the process of incorporation are summarized in the diagram below:
Land Acquisition
–
–
–
–
–
Market Survey
Legal, eviromental
and others due
diligences;
Project Analisys
Complete Financial
Analisys
Capital Structure
Development
Projects development
Release strategy
Promotion and Sales
Competitive analysis
Financing and partnership
with banks
– Monitoring the financial
viability
– Work Budget
–
–
–
–
–
Construction
– Final budget
– Obtainment of finance
– Monitoring holding
company
– Quality control
– Work delivery
– Management of
receivables
Land Acquisition
We actively participate in the land acquisition process, because we believe that it is a critical stage in the
development of a real estate project and that it is the first distinguishing factor of the residential units to be launched.
Each decision to acquire a parcel of land is analyzed and must be approved by our board of executive officers.
We acquire lands from individuals, legal entities and in judicial and extrajudicial auctions and carry out an audit to
assure legal and environmental compliance in connection with the acquisition of the lands where our real estate
projects will be developed. As is customary in the industry, we evaluate the cost/benefit ratio of our acquisitions by
managing any potential legal and/or environmental risks, in accordance with the opinion of our legal and technical
advisors. Concurrently with this audit, we carry out a study to confirm the financial feasibility of the project and
often hire an outside consultant to prepare a market research report.
We normally acquire properties from third parties by means of purchase and sale public deeds upon payment of a
portion of the price in cash and another portion of the price by means of promissory notes to settle or as payment for
such acquisition. Such promissory notes represent a consolidated debt not related to the property sold, are substituted
for public debt acknowledgement instruments through which the debt represented by the promissory note to settle is
novated, upon the scheduling of payments by three methods: (i) installments in cash; (ii) real estate exchange by
means of payment in kind through future independent units; and/or (iii) financial exchange by means of the payment
of previously defined percentage rates calculated on the overall sales value of the real estate development. As a
guarantee of payment of such debt acknowledgement instruments, the properties subject to the real estate
development could be subject to first-priority mortgage. The promissory notes to pay are paid on the scheduled dates,
and subsequently, the settlement is carried out by means of the acquisition of the property.
Development
During the development stage, we focus mainly on the standardization of architectural design and construction
techniques of the project. In most cases, we hire a construction management company to monitor the development of
the project, in order to maximize efficiency and obtain accurate cost estimates. Concurrently, we prepare our strategy
for launching, marketing and selling the units being constructed with the assistance of a specialized marketing
agency and the real estate broker that will be responsible for sales.
Once we define a sales campaign and obtain all required legal approvals for the project, we update the feasibility
study to confirm or adjust our initial business plan, establish the sales prices of the residential units to be constructed
and structure the form of payment to be extended to the project's targeted customers. In order to improve the match
between our sales price and payment method, we seek to maintain close relationships with well-known financial
38
BZDB01 88044462.3 03-set-10 20:27
institutions. We believe that these relationships may also result in a competitive advantage to us, in the event that an
established real estate financing and securitization market develops further in the future.
We hire independent real estate brokers to sell our Units, in the case of Goldfarb, its residential units are exclusively
sold by Avance. As a general policy, we seek to maintain close relationship with the main brokerage companies in
their respective operating markets, in order to monitor sales and obtain information on market trends.
We begin the sales efforts for our projects when they are launched. In general, we have a sales stand at the location
where the real estate development will be constructed, including a model residential unit, illustrative graphic material
and a large scale model of the development. We market our real estate developments through newspapers, direct mail
and the distribution of pamphlets in the areas surrounding the real estate development, as well as through
telemarketing centers and the Internet.
Construction
Our Business Units manage the construction of their own projects. In other cases, the construction of our real estate
developments is carried out by subsidiaries of our partners or by third parties. In this sense, we enter into a
construction agreement or a turnkey agreement, depending on the situation, for each real estate development, which
sets forth the terms of construction, such as maximum cost, delivery date, quality standards, and other obligations of
the construction company.
We meet with the construction management company on a monthly basis to evaluate progress of the construction.
Our discussions relate primarily to the quality of service provided by the construction company, the term for delivery
and budget control. When necessary, an engineer of the construction company in charge of the project is also present
at these meetings.
b. Characteristics of the distribution process
The procedures for monitoring sales and marketing are basically two activities: (i) launching process and (ii)
management of routine sales.
•
Launching Process: at the launching, sale tables are formatted, based on the feasibility study and the project
book. Later all marketing strategies of the development are developed (launching date, conventions and
sales campaigns). In parallel, the incorporation and legal areas prepare documents necessary to effect the
launching.
•
Management of sales routine: After the launching, the routine of the sales process begins with an analysis of
proposals and monitoring of negotiations until the signing of the contract. Presently the sales are formalized
for the company, especially for the financial management of contracts that is responsible for verifying the
documentation, analysis and registration of contracts.
c.
Characteristics of the markets of operation, in particular:
The main activities in the real estate market are the construction and sale of residential Units for people of different
income segments and business units. Thus the market segment is divided into economic, average income, middle
income, high-income, allotment and commercial. It is noteworthy that economic units are residential units with unit
priced less than two hundred and fifty thousand Reais; average income, the unit price is between two hundred and
fifty thousand Reais to five hundred thousand Reais; medium high, the unit price is between five hundred thousand
Reais to one million Reais; high income, the unity price is greater than one million Reais. The characteristics of a
real estate development, the marketing approach and construction process differ according to the income profile of
the target audience. Developments aimed at low income consumers are more sensitive to price change, what requires
cost optimization through techniques and construction processes with characteristics of industrial production.
Developments of high standard and medium-high differ in the conceptualization of the product, the range of services
and benefits included in a particular project, as well as the prime location in desirable locations in large cities
i.
participation in each market
The company's share in the sector can be achieved through internal surveys, market research, public information and
industry publications such as Embraesp, ADEMI-RJ, ADEMI-BA, SECOVI, IBGE and Central Bank of Brazil,
39
BZDB01 88044462.3 03-set-10 20:27
among others. Based on data from sales (PDG Realty) in the year 2009 to participate in the economic market is
73.5% of total sales from the period, 6.4% in middle-income market, 5.4% in the upper-middle income market, 4.3%
in high-income market, 3.2% in the allotment market and 7.1% in the business unities market.
ii.
competition conditions in the markets
Our market segment is marked by great competition. It is, above all, a market extremely sprayed, and no individual
participant has a significant participation of the national market. In general, competition is more intense in the State
of Sao Paulo, where we focus most of our activities. The main differentiation factors before the consumers include
location, price, availability and terms of financing, the standard of finishing Units, quality of materials used in
construction, reputation of the builder and developer and a history of meeting the deadlines of the work.
For instance, the Goldfarb is ranked first in the category Development and second in the category Construction in the
prize Top Imobiliário of 2008, and CHL is a leader in launches in Rio de Janeiro.
The table below shows the breakdown by type and geographic segment of our land bank in PSV Estimated (total
value estimated to be potentially obtained by the sale of all Units) of the Company at the end of fourth quarter 2009:
Segmentação das Vendas de 2009 (%)
Loteamento,
3.2%
Comercial, 7.1%
Alta renda, 4.3%
Média-alta
renda, 5.4%
Média Renda,
6.4%
Distribuição Geográfica das Vendas de 2009 (%)
Rio Grande do Sul
1%
Mato Gross do Sul
1%
Minas Gerais
Paraná
2%
2%
Espírito Santo
Mato Grosso
1%
7%
Argentina
3%
São Paulo
22%
Rio de Janeiro
18%
Econômico,
73.5%
Goiás
5%
SP - outras cidades
38%
In all states, especially in the cities of Sao Paulo and Rio de Janeiro, face competition from major market
participants, as Cyrela Brazil Realty SA Empreendimentos e Participacoes, MRV Engenharia e Participacoes SA
Gafisa SA and MRV Engenharia e Participacoes SA and the Cyrela Brazil Realty SA Empreendimentos e
Participacoes still present themselves as competitors also in the economic sector.
d. Possible seasonal
Our operating markets have their activities restricted in the months of January, February and July each year, during
which our costumers usually travel because of school vacations, postponing their decisions to purchase Units.
e.
Key inputs and raw materials, stating:
i.
description of the relationships held with suppliers, including whether they are subject to
governmental control or regulation, identifying the bodies and the respective legislation
As a general rule, we have with our supplier’s long-term relationships. Currently we have no outstanding disputes
with any supplier. As the practice of the market, we do not usually enter into agreements that create the obligation of
exclusivity to the Company in order to maintain our freedom to hire the most suitable supplier for each project, based
on price, quality, terms and conditions of delivery. We emphasize that all our suppliers are subject to regulatory
agencies, and respective applicable laws.
ii.
eventual dependence on few suppliers
40
BZDB01 88044462.3 03-set-10 20:27
We have a vast list of suppliers, with no significant risk of concentration to the Company. Below there is a list of
main inputs and suppliers.
Input
Concrete
Steel
Aluminium
iii.
Major Suppliers
Lafarge Brasil S.A.
Gerdau AçoMinas S.A./ Belgo Siderurgia S.A.
Hydro Alumínio ACRO S.A.
possible volatility in their prices
Most of our costs are tied to INCC. We define conservative strategies to mitigate risks of price volatility of raw
materials (as per sections 5.1 and 5.2 of this form).
Clients that are responsible for more than 10% of the total net revenue of the Company 2
7.4.
None.
7.5.
Description of relevant effects of state regulation on the activities of the Company, commenting
specifically:
a. Need of government authorization for the exercise of activities and historical relationship with the
government to obtain such permits
For our activity of trade of real estate, we need approvals from the local municipalities and state departments of
environment for: notary adjustments for demarcation and approvals of land, approval of project, approvals for the
start of work and formal end of work (expedition dwell up). Never had problems in obtaining such authorizations
with the administration.
To acquire land where to build its real estate, as a result of the need for assistance with environmental legislation, the
Company considers all environmental aspects necessary and applicable, with emphasis on the possible existence of
fountains, trees, vegetation and location of such land in the occurrence for permanent preservation areas on site.
Thus, before the decision to purchase a property, all relevant aspects are analyzed.
b. Environmental policy and costs incurred for compliance with environmental regulation and, where
appropriate, other environmental practices, including adherence to international standards of
environmental protection
As mentioned in item “a” of section 7.5, we need some authorizations from the departments of environment, and
adopt some procedures provided in the law for land acquisition, such as replanting of trees and decontamination of
land (where applicable).
Goldfarb also owns the Planet Life project, which concentrates its efforts toward sustainability and environmental
concerns. In such project studies are conducted to improve our businesses, such as:
1.
2.
3.
4.
5.
6.
7.
8.
individual measurement of water, establishing a system for collecting and encourage individual savings;
capture and use of rainwater for use in common areas and plants;
selective garbage collection;
intelligent water closet discharges, reducing the volume of water used in each use;
taps with timer of water;
stops of reforested wood;
presence sensors in the halls, which result in energy savings; and
use of masonry structural system, which reduces the volume of debris and waste material.
2
When the annual presentation of the form of reference, the information should refer to the latest financial statements for the year ending. Upon
presentation of the form of reference on behalf of the application for registration of public distribution of securities, the information should refer
to the latest financial statements for the year ending and the latest accounting information disclosed by the Company.
41
BZDB01 88044462.3 03-set-10 20:27
The Company has no cost to obtain the environmental permits for the exercise of its business with the government
responsible. Also, the Company does not adhere to international standards of environmental protection.
c.
Dependence on patents, trademarks, licenses, concessions, franchises, contracts, royalties for the
development of relevant activities
The Company holds two applications for registration of the trademark "PDG", deposited in the INPI (national
institute of intellectual property), and holder of four domain names, the most relevant of which is
www.pdgrealty.com.br. If requests are not granted, the Company will have to develop its activities through other
brands of the group only, what we do not believe that should cause a material impact on our activities. That is, any
rejections of patents, trademarks, licenses and domains will cause no adverse effects on our activities or projects
developed, launched and marketed by the Company.
7.6.
Countries from which the Company obtains relevant revenues, indentify:
The Company does not obtain relevant revenues in other countries other than Brazil.
7.7.
Foreign countries that were published on item 7.6, have to , inform the extent to which the Company is
subject to the regulation of these countries and how this subject affects the Company's business
This item does not apply to the Company.
7.8.
Description of the relevant long term relations of the Company that are not in another part of this form
There are no relevant long term relations of the Company that do not figurate in another part of this form.
7.9.
42
BZDB01 88044462.3 03-set-10 20:27
8.
ECONOMIC GROUP
8.1.
Description of the economic group to which the Company belongs, indicating:
a. Direct and indirect Controllers
We do not have a defined control.
b. Subsidiaries and colligated companies
Goldfarb
Overview: the Goldfarb group started its business in 1952. The founding shareholders of Goldfarb (four recent
graduated engineers from Escola Politécnica da Universidade de São Paulo) started to work with the sale of
construction materials and development of small construction work and refurbishments in 1952. In the 1980s, the
company was restructured in order to separate non-real estate development activities from its main activity, resulting
in the incorporation of Goldfarb Incorporações e Construções S.A.
Since 2000, Goldfarb’s activities have focused on the development of economic real estate projects for families with
monthly income of 5 to 20 time the monthly minimum wage, with a business model based on the standardization of
the construction and development process and vertical alignment of production. The concentration on this segment
allowed the company to obtain specific expertise in Brazil. Goldfarb adopted a production method based on largescale development of standardized projects, resulting in construction cost reduction, increased profitability and risk
reduction, as the projects are tested and improved with every new development
Goldfarb is one of the principal beneficiaries of CEF financing among Brazilian publicly traded real estate
developers. According to the EMBRAESP’s June 2009 ranking, Goldfarb is ranked first in the metropolitan region
of São Paulo, both in number of residential units launched and general sales volume launched in 2008. Goldfarb’s
target markets are people with family income between one and ten times the monthly minimum wage, as well as
recently married individuals purchasing their first real estate property, divorced individuals, and individuals living in
rented residential units who have the financial resources to purchase a residence. Such a target is consistent with the
market segment to which the Minha Casa, Minha Vida program is aimed.
In its more than 56 years of operations, the Goldfarb group has delivered over 30,000 units. Just in the past years,
Goldfarb has built more than 33.641 residential units in 168 real estate developments, totaling 1.980.000 constructed
square meters. In 1993, Goldfarb launched the Better Plan (Plano Melhor), which was innovative in the market and
simplified the process of purchasing a residence. More than 7,500 apartments were sold in only six years of
activities. Another huge success was the launching of “Goldfarb 2,000”, which reached 1,537 residential units
delivered, for which Goldfarb was awarded the title of Top Imobiliário from O Estado de São Paulo newspaper, as
well as Marketing Best in recognition of its success. In 2006, Goldfarb was again awarded the title of Top
Imobiliário and its position among the largest real estate development companies in Brazil was solidified, reinforcing
consumer’ confidence and satisfaction. In 2007, Goldfarb was ranked second in the Construction Company category
and third in the Real Estate Development Company category for the Top Imobiliário award. In 2008, Goldfarb
ranked second in the Construction Company and Real Estate Development Company for the Top Imobiliário.
Goldfarb also offers the Planet Life project, through which Goldfarb concentrates its efforts on sustainability and
environmental matters. Through this project, we carry out studies to improve our real estate developments with
respect to electric energy efficiency, water reuse, reduction of environmental impacts and greenhouse gases
emission, among others. Employees and third parties are trained in relation to the reduction of the use of office
supplies and recycling, among others.
We believe that the Goldfarb brand is currently one of the most traditional and established in the real estate market in
São Paulo. We seek to offer a differentiated business model to our customers in order to attract then to buy our
products and encourage them to recommend our brand. Under our incentive program, the customers who refer future
buyers of residential units receive cash benefits for each new customer referred. We believe we have obtained good
results from this business model, which we also consider to be a consequence of the acknowledgement of Goldfarb
as a high-quality brand, including our receipt of the ISO9001 certification by ABS Quality Evaluation in 2003, as
well as our history of timely delivery of our real estate developments.
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Avance is a brokerage company and an indirect subsidiary of Goldfarb, controlled by the Brazil Brokers Group. It
has approximately 150 brokers currently working to sell Goldfarb’s real estate developments. We believe that the
existence of a brokerage company within Goldfarb group increases Goldfarb’s sales, as Avance brokers are
thoroughly familiar with the residential units sold by Goldfarb. Furthermore, because Avance is a member of the
Goldfarb group, its brokers are able to offer our customers certain flexibility for the payment of brokerage fees.
In its capacity as Goldfarb’s shareholder, the Company focuses on the implementation of modern corporate
governance practices by prioritizing the generation of value and raising funds for the future investments. All of our
financial engineering expertise is brought to bear on Goldfarb’s activities.
Capital Stock: Currently we hold 100% of Goldfarb’s capital stock. Our relationship with the Goldfarb group started
in February 2006, through an investment we made in GDI - Goldinvest Desenvolvimento Imobiliário S.A. (“GDI”).
On June 30, 2006 we acquired our interest in Goldfarb, using a combination of cash, the shares we held in GDI and
our participation in certain Units. GDI was subsequently merged into Goldfarb and our relationship with the
Goldfarb group concentrated in direct ownership interests held in Goldfarb. On April 30, 2007 we acquired an
additional interest in Goldfarb by means of a cash payment of R$80 million, thereby increasing our total interest to
57.5% of Goldfarb’s shares. On June 29, 2007 our shareholders approved the merger of Key West Participações
S.A., into us, which owned a 12.5% equity interest in Goldfarb. In connection with such transaction, we issued
2,022,272 common shares that were subscribed by the former shareholders of Key West Participações S.A., and our
capital was increased by R$12.3 million. As a consequence, we increased our total interest in Goldfarb to 70%. On
August 31, 2007, we again increased our total interest in Golfarb to 73,33% by making a R$100 million investment
in newly issued shares. On September 28, 2007, our shareholders approved the merger of MP Holding Ltda. into us,
which owned a 1.67% equity interest in Goldfarb. As a result of such merger, we issued 681,818 new common
shares to the former shareholders of MP Holding Ltda., and our capital increased by R$3.3 million and our total
interest in Goldfarb increased to 75%. On November 1, 2007 we again increased our total interest in Goldfarb to
77.5% by making a R$100 million investment in newly issued shares. On December 21, 2007, our shareholders
approved the merger of MP Holding 2 S/A into us, which owned a 2.5% equity interest in Goldfarb. As a result of
such merger, we issued 1,136,364 new common shares to the former shareholders of MP Holding 2 S/A., our capital
increased by R$5.7 million and our total interest in Goldfarb increased to 80%.
We exercised in advance our options to purchase up to 100% interest in Goldfarb. In this regard, at the shareholders'
meeting held on March 31, 2009, we merged into us MP Holding 3 Ltda., which owned a 20% equity interest in
Goldfarb. In view of such merger, we issued 829,644 new shares and 40 subscription bonus, in four different series.
On May 4, 2009, the holders of the first series of ten subscription bonus exercised such warrants and we issued
600,720 new shares.
The merger of MP Holding 3 Ltda. was subject to the terms and conditions set forth in the memorandum of
understanding entered into by the Company, Mr. Milton Goldfarb and Mr. Paulo Cesar Petrin, dated November 21,
2007, as disclosed in our press release dated November 22, 2007, without any amendment thereto. The memorandum
of understanding stipulated, among others, (i) which number of shares to be transferred would be defined based on
the formula contained in the press release; and (ii) the schedule for receipt of such shares, which would be carried out
on a yearly basis through the next three fiscal years. The market value of Goldfarb would be obtained by comparing
PDG Realty's multiples of price per profit at a 35% discount.
On May 2009 there was a conversion of 10 class 1, series A subscription bonus. This resulted on the issuance of
600.270 new common shares. 60.027 of those are common shares by warrant.
On May 2010 there was a conversion of 10 class 1, series B subscription bonus. This resulted on the issuance of
3.886.049 new common shares, 3,388.605 of which are common shares by warrant.
Only three preferred shares are outstanding, which do not confer equity or dividend payment rights to the holder
thereof and solely confer voting rights at the shareholders' meeting that approves the financial statements for 2011, in
the form of a veto right with respect to (i) the election of two members of the board of directors out of a total of six
members; and (ii) the election of the chief executive officer and the real estate development officer.
CHL
Overview: CHL is our business unit focused on the residential real estate development market in the state of Rio de
Janeiro, being the second largest developer in such state, with 20 years of operations there, according to a report
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BZDB01 88044462.3 03-set-10 20:27
released by ADEMI-RJ. CHL is traditionally engaged in the development of residential units for higher-income and
higher-middle-income customers. CHL had a banner year in 2008, obtaining significant results as compared to the
prior year, such as an increase of general sales volume launched by 184% from 2007 to 2008 and an increase of
contracted net sales by 276% in the same period. As a result, it was awarded the most significant award from
ADEMI in the state of Rio de Janeiro, the 2008 Master Imobiliário in the Company of the Year category, and also
received various awards for its projects. CHL also has a strong presence in the middle-high and high income
segment, and commercial real estate developments. More recently, CHL is expecting to grow, through its joint
venture with Goldfarb, by exploiting the growth potential of the middle-income and lower-income segments in Rio
de Janeiro.
Capital Stock: We currently own 100% of CHL’s voting capital stock. Prior to June 29, 2007 we owned a 40% of
CHL’s capital stock. On such date, our shareholders approved the merger of CHL XV Incorporações Ltda, into us,
which held a 10% interest in CHL. On November 26, 2007, we subscribed new shares issued by CHL, totaling
R$100.0 million, and increased our total interest in CHL to 57.69%. On December 21, 2007, our shareholders
approved the merger of CHL XXXIV Ltda., into us, which owned a 12.31% equity interest in CHL. In the
transaction, we issued 3,200,000 common shares that we were subscribed by Mr. Rogério Chor, and our capital
increased by R$20.2 million. As a consequence, we increased our total interest in CHL to 70%.
We exercised in advance the options to purchase up to 100% interest in CHL. In this regard, at the shareholders’
meeting held on April 29, 2009, we merged CHL LXX Incorporações Ltda., which owned a 30% equity interest in
CHL into us. In view of such merger, we issued 779,062 new shares and four subscription bonus, in four different
series. On May 4, 2009, the holder of the first series of subscription bonus exercised such warrant and we issued
259,688 new shares.
The merger of CHL LXX Incorporações Ltda, was subject to the terms and conditions set forth in a memorandum of
understanding entered into by us and Mr Rogério Chor, dated November 26, 2007, as disclosed in our press release
dated November 27, 2007, without any amendment thereto, in particular (i) with respect to the delivery of our shares,
which number of shares to be transferred would be defined based on the formula contained in the press release; and
(ii) the schedule for receipt of such shares, which will be carried out on a yearly basis through the next three fiscal
years. The market value of CHL will be obtained by comparing PDG Realty’s multiples of price per profit at a 35%
discount.
Only Class A preferred shares are outstanding, which confer certain equity and certain voting rights upon the holders
thereof through the shareholders’ meeting which approves the financial statements for 2011, which includes veto
rights with respect to (i) the election of two member of the board of directors out of a total of six members. (ii) the
election of the Chief Executive Officer of CHLA; and (iii) certain other matters.
On May 2009 there was a conversion of class 2, series A subscription bonus, resulting on an issuance of 259,688
new common shares.
On May 2010 there was a conversion of class 2, series B subscription bonus, resulting on an issuance of 4,204,896
new common shares.
AGRE
Company incorporated by PDG Realty in June 2010, AGRE is the combination of the operations of AGRA, Abyara
and Klabin Segall, companies with extensive experience and tradition in the real estate industry.
AGRA Incorporadora (which preceded the current AGRA) was founded by Luiz Roberto Pinto and Mario Castro in
December 1996. Later, in June 1999, Mr. Ricardo Setton joined the company, and in June 2000, Mr. Didier Klotz.
On January 31, 2006, the shareholders approved AGRA’s capital increase, among other things, whose capital was
subscribed by Cyrela and AGRA resulting on a joint venture. AGRA operates with exclusive focus on activities to
incorporate in the residential segment of projects aimed at upper middle class and middle class in the states of São
Paulo, (including the ABC Paulista and Santos), Bahia, Rio de Janeiro, Recife and Amazonas. On April 24, 2007,
AGRA held its initial public offering shares on the Novo Mercado of the BM&FBOVESPA.
The brand Abyara was launched in the Brazilian real estate market in 1995 when its founding shareholders Celso
Minoru Tokuda, Arnaldo Curiati and Emilio José de Almeida Westermann joined to provide real estate services
through the CMW Planejamento e Consultoria Imobiliária Ltda., WTC Projetos and Consultoria Imobiliária Ltda,
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BZDB01 88044462.3 03-set-10 20:27
AEC Cliente Assessoria e Consultoria Ltda., including advisory services and brokerage for new developments.
Subsequently, on January 4, 2006, Abyara was formed by such shareholders. Abyara acts as a "full service" business
consultant and real estate brokerage involved in all stages of real estate development, including the choice of land,
project planning, creation of marketing strategy and the launch of the project with a strong presence in metropolitan
São Paulo and the southern and southeastern regions of the country. On July 25, 2006, Abyara held its initial public
offering of shares in the Novo Mercado of the BM&FBOVESPA.
Klabin Segall started its activities in the real estate market in 1994, through the companies Segall Empreendimentos
Ltda. and Klabin Incorporações e Empreendimentos Ltda., founded by its indirect controllers Sergio de Toledo
Segall and Oscar Segall. The Klabin Incorporações e Empreendimentos Ltda. and Segall Empreendimentos Ltda.
merged in 1999 forming the Klabin Segall. Klabin Segall is in the business of real estate development in various
economic segments of the population, comprising oriented developments from the upper class to lower middle class
in the states of Sao Paulo and Rio de Janeiro. On October 5, 2006, Klabin Segall held its initial public offering shares
on the Novo Mercado of the BM&FBOVESPA.
PDG São Paulo
This company is owned 100% by the Company and is focused on the operations of middle and upper middle class in
São Paulo (with a focus on units from R$200 to R$500 thousands). We’ve completed hiring the responsible team for
the operations, composed of professionals with extensive experience in this segment within the State of São Paulo.
Throughout 2010 we have already completed the negotiation of options for purchase of land, totaling R$180 million
in PSV, approximately.
PDG Companhia Securitizadora
This company is owned 100% by the Company and is focused on securitization of real estate receivables, whose
activities started in 2009. We performed 3 issuance operations of CRIs in 2009, which totaled more than R$100
million and achieved maturity up to 8 years.
These operations relied on ballast-backed ready units, as well as units under construction , besides the co-obligation
with PDG Realty.
We believe this market presents a great growth potential, being an attractive financing alternative for developers.
We present a summary of operations, highlighting the improvement achieved in the rates and deadlines, as detailed
below.
On July 2009 we completed the first issuance of Real Estate Receivables Certificates (CRI), resulting 45 CRIs with a
face value of $ 1 million each. The certificates were issued by our subsidiary company PDG Companhia
Securitizadora, with a maturity of three years, guaranteed by PDG Realty and with 80% of receivables of units under
construction. The yield was set at a rate of 110% of CDI (from the 1st to the 24th month) and 115% of CDI (from the
25th to the 36th month). Holders of CRIs have option of selling to the PDG Securitizadora or PDG Realty on the 24th
month, or by the unit price on the date. As for redemption, the CRIs do not bring this possibility. As for guarantees,
these are performed and not performed in relation to its composition, and commercial and residential, in relation to
their nature.
On October 2009 the second issuance of CRIs of PDG Companhia Securitizadora was made, amounting to 30 CRIs
with a nominal value of approximately R$1 million each. The certificates of the second issuance have a remuneration
of 115% of CDI since the issue until the 36th month and 117% of CDI from the 37th to the 60th month, with a
payment period of five years and a grace period of principal and interest until the 36th month. The holders of the
CRIs from the second issuance have put options against the issuer and the Company and at the end of the 36th month
they can resell the asset to the issuer for its unit price. As for guarantees, they are performed and not performed in
connection to its composition, and commercial and residential, in relation to their nature.
On November 2009 the third issuance of 25 CRI was held at face value of R$1 million each. The certificates of the
third issuance have a remuneration of 110% of CDI with a payment period of eight years and a grace period of
principal and interest until the 29th month. Holders of the CRIs from the third issuance have put options against the
issuer and the Company and at the end of the 36th month and the 60th month they can resell the asset to the issuer for
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BZDB01 88044462.3 03-set-10 20:27
its unit price. As for guarantees, they are performed and not performed in connection to its composition, and
commercial and residential, in connection to their nature.
On May 2010 the issuance of the 2nd series of the 3rd issuance was held. It resulted with 186 CRIs with face value of
approximately R$1 million each. The certificates have a remuneration of IGP-M plus 9.40% per year on the
outstanding face value of the current CRI, with payment of the terms of 124 months as from May 7, 2010 to
September 7, 2020. As for guarantees, they are performed and not performed in connection to its composition,
commercial and residential, in connection to their nature.
Investment Portfolio
In addition to the Business Units described above, we conducted since January 2007, the Investment Portfolio
described below:
Lindencorp
Overview: Lindencorp, with headquarters in the city of Sao Paulo, is engaged in the development of real estate
projects in the state of São Paulo.
Capital Stock: The Company owns 19.93% of Lindencorp's capital stock. The remaining shares are held by the
Fundo de Investimento em Participações Banif Primus, Grupo Adolpho Lindenberg, Grupo Cipasa São Paulo and
other private investors.
Operation: Lindencorp develops sophisticated and customized residential buildings for higher-income and highermiddle income customers.
Shareholders' Agreement: The shareholders' agreement entered into between Lindencorp and the other Lindencorp
shareholders on May 18, 2006, and consolidated on January 5, due to the execution of the Second Amendment to
Shareholders Agreement, and amended on September 28, 2007, contains restrictions on the transfer of shares and
mechanisms that allow the shared control of such company. The main provisions of this agreement are: (i) a right of
first refusal, which provides that any shareholder who intends to sell its shares in Lindencorp must first offer such
shares to the other shareholders, (ii) a drag-along right, which gives any shareholder selling its shares the right to
require the other shareholders to sell their shares to the same buyer, (iii) a tag-along right, which grants the
shareholders the option to sell their respective shares together with any shareholder that intends to sell its shares, (iv)
a preemptive right, which grants shareholders the right to participate in the issuance of new shares or convertible
securities in the same proportion as their shareholdings, (v) a sale option granted to us and FIP-Banif, pursuant to
which we may require the other shareholders of Lindencorp, in one or more transactions, to purchase our equity
interest in Lindencorp for a price not greater than R$1.00 increased by R$1.00 as premium (vi) right of withdrawal in
the event that any third party (that is not a party to the shareholders agreement) purchases 70% or more of the shares
issued by Lindencorp, (vii) a supermajority quorum for the approval of certain matters and (viii) a right granted to us
to elect two members of the board of directors and a right granted to Banif Primus Real Estate Investment Fund to
elect one member. The drag-along right (item ii) may be exercised if requested by shareholders representing, at least,
35% of the capital stock. However, prior to the exercise of the drag-along right, the remaining shareholders of
Lindencorp will be permitted to acquire the shares held by such shareholder exercising the drag-along right.
Cipasa
Overview: Cipasa develops residential condominiums in land parcels for all income segments in the state of Sao
Paulo and has its headquarters located in Sao Paulo. Lindencorp acquired its interest in Cipasa through a capital
increase of Cipasa in October 2006.
Capital Stock: Lindencorp currently owns 100.0% of Cipasa's outstanding capital, pursuant to share subscriptions
and acquisitions that occurred in October 2006, under a share exchange option granted by Lindencorp's shareholders
to Cipasa's shareholders on November 20, 2006 (“Share Exchange Option”). Pursuant to the Share Exchange Option,
Cipasa's former shareholders (Cipasa Sao Paulo Empreendimentos e Participacões Ltda. and Ellensbrook
Participacifies Ltda., two companies in the land parceling business) exchanged their Cipasa shares for Lindencorp
shares on November 29, 2006. The method used for such exchange was the subscription of a capital increase in
Lindencorp by Cipasa's shareholders, which was paid in with Cipasa shares.
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BZDB01 88044462.3 03-set-10 20:27
REP DI
Overview: REP Real Estate Partners Desenvolvimento Imobiliario S.A., is located in Sao Paulo and resulted from
the joint venture between the Company, LDI and the founding shareholders of REP Participações Ltda. (“REP DI”),
a consulting and commercial real estate development company. The Company transferred its equity interest in
Company REPAC de Participações to REP DI. On July 11, 2008, REP DI obtained its publicly-held company
registration before CVM under n° 2153-9.
Capital Stock: The Company hold 25% of the capital stock of REP DI, and LDI owns the remaining shares, resulting
in a total direct and indirect equity interest of 39.93%.
Operation: REP DI focuses the Company´s investments in the developments of commercial real estate properties for
rental by means of convenience and service centers (“CCS”). These centers offer services to the public residing in
the neighborhood where the properties are located and to people passing through the surrounding area.
Shareholders' Agreement: The REP DI shareholders' agreement entered into on October 05, 2007 contains
restrictions on the transfer of shares and mechanisms that allow the shared control of REP DI and the special purpose
vehicles incorporated by REP DI. The restriction on the free transfer of shares is carried out by means of preemptive
rights to purchase such shares. The shareholders' agreement also provides for a tag-along right, which grants the
shareholders the right (but not the obligation) to sell or transfer its equity interest to the buyer of the shares held by
the other party, based on the same price and under the same terms and conditions. With respect to the sharing of
control of REP DI and the special purpose vehicles controlled by REP DI, the shareholders' agreement assures
Company the option to elect one member of the board of directors, consisting of four members. Certain matters set
forth in REP DI's bylaws require approval by supermajority quorum. The real estate projects we decide not to carry
out through of REP DI may be freely developed by Lindencorp.
Brasil Brokers
Overview: Brasil Brokers Participaciões S.A. focuses on providing real estate brokerage and consulting services. It
consists of 23 companies and has one of the largest sales team in Brazil with approximately 8.143 brokers currently
distributed in 821 sale points among 15 Brazilian states
Capital Stock: The Company currently holds, directly and indirectly, 6.05% of Brasil Brokers' capital stock.
Operation: Brasil Brokers renders general real estate brokerage services, primarily selling and consulting services.
Shareholders' Agreements: On June 30, 2007, the Company and the other shareholders of Brazil Brokers entered into
two shareholders' agreements, (i) one to govern the management of Brasil Brokers and its respective subsidiaries, as
well as the shareholders' relationships prior to and during the Brasil Brokers IPO (“Pre-IPO Shareholders'
Agreement”), and (ii) other to govern the shareholders' relationship after the Brasil Brokers IPO. The rights and
obligations set forth in the post-IPO shareholders' agreement include (a) restrictions on sale or transfer of Brasil
Brokers shares, and (b) rules concerning voting rights in the meetings of the board of directors and shareholders´
meetings of Brasil Brokers (“Post-IPO Shareholders' Agreement”).
Upon the execution of the Pre-IPO Shareholders' Agreement the parties agreed to take all necessary steps for the
implementation of the Brasil Brokers IPO and also to not take any action or perform any operation outside the
ordinary course of business developed by the brokers controlled by Brasil Brokers. Upon the financial settlement of
the OPO Brasil Brokers in November 2007 the Pre-IPO Shareholders' Agreement became inoperative. On the other
hand, the provisions of the Post-IPO Shareholders' Agreement has governed the relationship of the Brasil Brokers'
shareholders.
The rights and obligations set forth in the Post-IPO Shareholders' Agreement are: (i) restrictions concerning the
transfer of Brasil Brokers shares within the first six years after the completion of the Brasil Brokers IPO, (ii) a right
of first refusal, which provides that any shareholder who intends to sell its shares in Brasil Brokers must first offer
such shares to the other shareholders; (iii) prohibitions on encumbering the shares of Brasil Brokers; and (iv)
supermajority quorums and a prior meeting requirement for the approval of certain matters in shareholders' or board
of directors' meetings.
TGLT
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Description: TGLT S.A. is a real estate development company that develops primarily residential buildings in
Buenos Aires, Argentina, and pther big cities. Recently, TGLT filed a request to raise funds before the stock
exchange in Buenos Aires. There are no more definitions of such operation.
Capital Stock: On August 31, 2007, The Company acquired 8,571 Class B registered common shares of TGLT's
capital stock for a price in U.S. dollars equivalent to R$13.7 million, representing 30% of TGLT's total voting stock.
Operation: TGLT develops residential buildings for higher-income and high middle-income customers in Argentina.
Shareholders' Agreement: Pursuant to a shareholders' agreement entered into on August 15, 2007 among the
Company and Mr. Federico Nicolas Weil - who holds the remaining shares issued by TGLT, equivalent to 70% of
TGLT's capital stock - and TGLT's bylaws, the Company has the right to appoint one of the three officers and one of
the three members of TGLT's fiscal council (commisión fiscalizadora). Additionally, the shareholders' agreement
and TGLT' s bylaws grant the Company veto power in connection with the following matters: (i) acquisition of
options to participate in new real estate projects, in case these options' premiums exceed US$1,000,000; (ii) changes
exceeding 20% of the annual budget for infra-structure expenses (including sales and management expenses); (iii)
acts resulting in the increase of TGLT's indebtedness in an amount exceeding its total shareholders' equity; (iv) the
merger of TGLT with other companies and/or acquisition of other companies resulting in a potential dilution of more
than 20% per transaction or 33% in the aggregate; (v) investments in business that are not related to the real estate
business or mortgages in Argentina; (vi) transactions between TGLT and parties related to Mr. Federico Nicolas
Weil; and (vii) changes in TGLT's dividend distribution policy.
a.
Participation of the Company in companies of the group
The Company does not participate in companies of the group.
b.
Participation of companies of the group in the Company
There is no participation of companies of the group in the Company.
c.
Companies under common control
There are no companies under common control.
8.2.
Organogram of the economic group which includes the Company, provided it is compatible with the
information presented in item 8.1
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BZDB01 88044462.3 03-set-10 20:27
(1)
(2)
Percentage equivalent to shares held by the Company indirectly through Lindencorp, which owns 100.0% of Cipasa.
The Company holds 25% of the shares of capital stock of REP DI, and the Lindencorp holds the remaining shares, resulting in a total direct and indirect participation of the Company of 39.93%.
8.3.
Description of the operations of restructuring, such as acquisitions, mergers, takeovers of
shares, disposals and corporate takeovers, acquisitions and divestitures of important assets, which occurred in the
group3
Fiscal Year ended December 31, 2007
(i)
Merger with Key West Participações S.A., company which owned 12.5% of the share capital of
Goldfarb, with consequent increase in the capital of the Company of R$12.3 million, with the
issuance of 2,022,272 common shares which were issued to former shareholders of Key West
Participacoes SA through the Company holds 70% of the shares of Goldfarb;
(ii)
incorporation of MP Holding Ltda., which owned 1.67% of Goldfarb, with a consequent increase in
the capital of the Company of R$3.3 million by issuance of 681,818 new common shares;
(iii)
incorporation of MP Holding 2 SA, company which owned 2.5% of Goldfarb, with a consequent
increase in the capital of the Company of R$5.7 million by issuance of 1,136.364 new common
shares;
(iv)
incorporation of CHL XV Incorporações Ltda., which owned 10% of the CHL, with a consequent
increase in the Company's participation in the CHL in the corresponding 10%; and
(v)
incorporation of CHL XXXIV Incorporações Ltda., which owned 12.31% of the CHL, with a
consequent increase in the capital of the Company of R$20.2 million by issuance of 3.2 million
new common shares.
3
When the annual presentation of the form of reference, the information should refer to the last three fiscal years. Upon presentation of the form
of reference on behalf of the application for registration of public distribution of securities, the information should refer to the three fiscal years
and the current fiscal year.
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(vi)
incorporation of MP Holding 3 Ltda., which owned 20% of common shares issued by Goldfarb.
Due to the merger the Company issued 829,644 new shares and 40 warrants, in four different
series.
(vii)
incorporation of CHL LXX Incorporations Ltda., which owned 30% of common shares issued by
the CHL. Due to the merger the Company issued 779,062 new shares and 4 warrants, in four
different series.
(viii)
8.4.
incorporation of the shares of AGRE Empreendimentos Imobiliários S/A. Due to the merger the
Company issued 148,500,001 new shares delivered to former shareholders of AGRE.
Other relevant information
There is no other relevant information about this item 8.
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9.
MATERIAL ASSETS
9.1.
Description of assets of non-current assets for the development of the Company:
a. Fixed assets, including those subject to rent or lease, identifying its location
Consolidated Consolidated Consolidated
12/31/2009
12/31/2007
12/31/2006
Consolidated
06/30/2010
Annual
Depreciation
Rate
Cost
-
16,237
-
16,237
12,078
-
-
4%
10%
10%
20%
20%
298,758
30,224
4,245
13,168
15,591
12,025
722
(147,681)
(156)
(2,237)
(6,529)
(4,878)
(392)
151,077
30,224
4,089
10,931
9,062
7,147
330
70,234
12,223
1,819
7,000
2,.941
3,221
4,770
75,689
12,418
8,523
3,934
2,203
2,269
5,291
4,987
764
2
264
1,316
1,994
65
-
(*)
203,179
(129,642)
73,537
37,591
40,099
10%
0% a 10%
8,128
11,476
(3,499)
(348)
4,629
11,128
669
952
582
314,995
(147,681)
167,314
82,312
75,689
4,987
Ongoing Fixed Assets
Fixed Assets in Use
Plots
Buildings
Machinery and Equipment
Furniture and Fixture
Computers
Vehicles
Booth Sales
Benfeitoria em Imóveis de
Terceiros
Others
Total
Accrued
Depreciation
Net Fixed
Assets
Net Fixed
Assets
Net Fixed
Assets
Net Fixed
Assets
* The annual depreciation rate depends on the useful life of each sales stand.
Location
SP
Ongoing
Fixed Assets
Plots
RJ
PR
BA
PA MG MS
Saldo
SP
RJ
PR
BA
PA
06.30.2010 100% -
-
-
-
- -
2009
100% -
-
-
-
- -
2008
-
-
-
-
-
- -
-
2007
-
-
-
-
-
- -
-
06.30.2010 100% -
-
-
-
- -
2009
100% -
-
-
-
2008
100% -
-
-
2007
100% -
-
-
16,237 16,237
-
-
-
-
-
-
12,078 12,078
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30,224 30,224
-
-
-
-
-
-
- -
12,223 12,223
-
-
-
-
-
-
-
- -
12,418 12,418
-
-
-
-
-
-
-
- -
-
-
-
-
-
-
764
764
MG MS
52
BZDB01 88044462.3 03-set-10 20:27
SP
Buildings
Machinery
and
equipment
Furniture
and fixtures
Computers
Vehicles
Booth sales
BA
PA
MG MS
Saldo
SP
RJ
PR
BA
PA
MG
MS
91%
9% -
-
-
-
-
4,089
3,721
368
-
-
-
-
-
2009
92%
8% -
-
-
-
-
1,819
1,674
146
-
-
-
-
-
2008
100%
- -
-
-
-
-
8,523
8,523
-
-
-
-
-
-
2007
64%
36% -
-
-
-
-
2
1
1
-
-
-
-
-
06.30.2010
89%
6% -
1%
-
3%
10,931
9,729
656
-
109
109
-
328
2009
56%
44% -
-
-
-
-
7,000
3,920
3,080
-
-
-
-
-
2008
83%
17% -
-
-
-
-
3,934
3,265
669
-
-
-
-
-
2007
95%
5% -
-
-
-
-
264
251
13
-
-
-
-
-
06.30.2010
70%
26%
1%
-
-
9,062
6,343
2,356
91
181
91
-
-
2009
60%
40% -
-
-
-
-
2,941
1,765
1,177
-
-
-
-
-
2008
45%
55% -
-
-
-
-
2,203
991
1,212
-
-
-
-
-
2007
53%
47% -
-
-
-
-
1,316
697
619
-
-
-
-
-
06.30.2010
32%
39% -
1%
7.147
2,287
2,787
-
71
71
1,858
71
2009
59%
40% -
1% -
-
-
3,221
1,900
1,288
-
32
-
-
-
2008
45%
55% -
-
-
-
-
2,269
1,021
1,248
-
-
-
-
-
2007
59%
41% -
-
-
-
-
1.994
1,176
818
-
-
-
-
-
06.30.2010
89%
11% -
-
-
-
330
294
36
-
-
-
-
-
2009
100%
- -
-
-
-
-
4.770
4,770
-
-
-
-
-
-
2008
100%
- -
-
-
-
-
5,291
5,291
-
-
-
-
-
-
2007
100%
- -
-
-
-
-
65
65
-
-
-
-
-
-
06.30.2010
74%
13%
3%
-
-
73,537 54,417
9,560
-
-
2009
76%
24% -
-
-
-
-
37,591 28,569
9,022
2008
70%
29%
1% -
-
-
-
40,099 28,069 11,629
-
-
-
-
7%
-
-
4,629
-
06.30.2010
Others
PR
06.30.2010
2007
Boon to
Third Party
Property
RJ
- 41%
1%
1%
2%
2%
8%
23% 10% 19%
1% 26% 1%
-
1,471 5,883 2,206
-
-
-
-
-
401
-
-
-
-
-
-
-
-
-
-
-
1,898
1,065
463
880
324
-
-
2009
-
- -
-
-
-
-
-
-
-
-
-
-
-
-
2008
-
- -
-
-
-
-
-
-
-
-
-
-
-
-
2007
-
- -
-
-
-
-
-
-
-
-
-
-
-
-
8% 2% 71% 24%
-
-
-
890
223
-
-
-
-
06.30.2010
2009
90%
5%
11.128 10,015
53
BZDB01 88044462.3 03-set-10 20:27
2008
-
2007
-
-
100% -
-
-
7% -
-
-
93%
-
669
33
475
161
-
-
-
-
-
-
952
-
952
-
-
-
-
-
-
-
582
541
41
-
-
-
-
-
Leasing - Financial
The Company has a contract of financial leasing of an Aircraft Cessna Model 550 (Citation Bravo),
with Safra Leasing SA Arrendamento Mercantil, hired on January 15, 2010 for a period of fortytwo months. The Company also has a contract with the Banco Commercial Investment Trust do
Brasil SA - a multiservice bank of financial leasing – for six cranes model ZHONGWEN QYZ63,
entered into June 4, 2008 for a period of thirty-six months. The Company paid off the lease with
Bradesco Leasing SA of an aircraft King Air C-90 and, in March 25, 2010, sold it for R$5,100. The
net value of the aircraft downloaded from the category of fixed assets was R$4,288 on the sale
date, and revenues earned in this transaction were of R$812.
Given the CVM Deliberation No. 554 of November 12, 2008, we present the following data
relating to leases:
Financial Leasing
30/6/2010
31/12/2009 Acquisition
Cost - 06 Cranes Model ZHONGWEN QYZ63
2,340
2,340
6/4/2008
Cost – Aircraft Cessna Model 550
7,806
5,095
1/15/2010
Accrued Depreciation
(833)
(1,092)
Total
9,313
6,343
(Citation Bravo) – Ano 2006
The Company recognized in the results of the first semester of 2010 the depreciation expense of
R$461 relating to leasing transactions.
The assets of the transaction is recorded in the financial statements under "Fixed Assets" and has
been depreciated as the estimated useful life of the asset. The liability of the transaction is recorded
at present value under the heading "Loans and Financing", whose maturity, fees and guarantees are
described in Note 12.
The present value of future minimum lease transactions with on June 30, 2010 is as follows:
Current value of future payments
06/30/2010 31/12/2009
Current Installment
2,717
2,585
Non-current Installment
5,936
3,135
54
BZDB01 88044462.3 03-set-10 20:27
Total
8,653
5,720
b. Patents, trademarks, licenses, concessions, franchises and contracts of technology transfer, informing:
i.
duration
The term of the Company's trademarks and patents is the statutory period of 10 years for brands, extendable for equal
successive periods, and 20 years for patents, according to Law 9279/96. With regard to the domains, the domain
"goldfarb.com.br", owned by our subsidiary Goldfarb, as well as Goldfarb’s domains related to projects, as described
below, has duration of 1 year. Moreover, the domains of the Company and CHL, as identified below, also have a 1year duration.
ii.
Affected area
Brazilian Territory.
iii.
Events that can cause loss of rights related to such assets
There are no events that can cause loss of rights related to such assets, in addition to those provided in law.
iv.
possible consequences of the loss of such rights to the Company
The Company will have to develop its activities through other brands of the group only, what we do not believe that
should cause a material impact on our activities. That is, any rejections of patents, trademarks, licenses and domains
will cause no adverse effects on our activities or projects developed, launched and marketed by the Company.
The Company holds two records of the brand “PDG”, both in the class of products and services NCL (8) 36, granted
on 8/18/2008, and is the holder of four domain names, the most relevant of which is “www.pdgrealty. com.br”.
Additionally, our Business Unit Goldfarb holds eight records of the brand Goldfarb, considered important for the
development of its activities, as well as 28 domains related to the developments it built, which are:
BRANDS
1) Goldfarb
Presentation: Nominative
Product or Service Class: NCL (8) 36
Specification: materials for construction and paving; items used in plumbing, sinks, bathroom fixtures and
similar items; prefabricated or pre-molded.
Granting of registration: 12/10/1991
Duration: 12/10/2011
2) G Goldfarb
Presentation: Mixed
Specification: Building materials (non metallic), non-metallic rigid pipes for building, asphalt, tar and
bitumen, non-metallic transportable buildings, monuments not of metal.
Duration:12/10/2011
3) G Goldfarb
Presentation: Mixed
Product or Service Class: 37:05-40
37 - Services of architecture, engineering, technical design, construction, study and graphic representation
of the origin, formation, evolution and transformation of the globe, prospecting, landscaping, decorating
05 - Architectural and engineering.
40 - Construction and repair of civil works
55
BZDB01 88044462.3 03-set-10 20:27
CFE (4) – 27.5.1 - Letters presenting a special form of writing; 26.7.1 - Circles or ellipses with one or more
segments and / or sectors of circles or ellipses
4) G Goldfarb
Presentation: Mixed
Product or Service Class:
19 - Materials for construction and paving, prefabricated or pre-molded structures, wood, sanitary
equipment, plumbing and hoses.
10 - Materials for building and paving in general.
30 - Sinks, sanitary ware and similar items.
40 - Articles used in plumbing.
CFE (4) – 27.5.1 - Letters presenting a special form of writing; 26.7.1 - Circles or ellipses with one or more
segments and / or sectors of circles or ellipses
5) Goldfarb
Presentation: nominal
40 - This class includes services not provided in classes 36, 37, 38, 39 and 41.
15 - Auxiliary services to the trade of goods, including import and export.
25 - Services of agency, training and supply of manpower in general.
6) G Goldfarb
Presentation: Mixed
40 - This class includes services not provided for in classes 36, 37, 38, 39 and 41.
15 - Auxiliary services to the trade of goods, including import and export.
25 - Services of agency, training and supply of manpower in general.
7) Goldfarb
Presentation: Mixed
Building materials (non metallic), non-metallic rigid pipes for building, asphalt, tar and bitumen, nonmetallic transportable buildings, non-metallic monuments.
CFE (4): Letters presenting a special form of writing
8) Goldfarb
Presentation: Mixed
Construction, repairs, installation services.
CFE (4): 27.5.1 Letters presenting a special form of writing
DOMAINS
domain: acquavitamooca.com.br
domain: agorada.com.br
domain: alphaview.com.br
56
BZDB01 88044462.3 03-set-10 20:27
domain: altavistavilamaria.com.br
domain: apiceresidencial.com.br
domain: brisasdoparque.com.br
domain: condominiolavita.com.br
domain: essencialresidence.com.br
domain: euqueroumapartamento.com.br
domain: feiraogoldfarb.com.br
domain: goldfarb.com.br
domain: goldfarbplanetlife.com.br
domain: jardimgardenia.com.br
domain: melhordazonanorte.com.br
domain: moremelhor.com.br
domain: primejaguare.com.br
domain: privilegetatuape.com.br
domain: reservadasacacias.com.br
domain: reservadoslagos.com.br
domain: residencialplenitude.com.br
domain: residencialvitoria.com.br
domain: spirarelapa.com.br
domain: supremeresidencial.com.br
domain: terrazamarina.com.br
domain: terrazzamarina.com.br
domain: veritafreguesia.com.br
domain: vertitafreguesia.com.br
domain: villagiodoparque.com.br
Our Business Unit CHL is holder of three registration applications of brands and one of domain, they are:
BRANDS
1) O2 Corporate & Offices
Presentation: Mixed
CFE (4): 1:15:15 - Clouds, fog, steam, smoke / 1:15:11 - drops / 27.5.1 - Letters presenting a special form
of writing
Current status: published in the registration request 01/08/2008
2) Aluguel Nunca Mais
Presentation: Mixed
Insurance, financial business, monetary business, real estate business.
CFE (4): 26.1.1- Circles / 26.4.2 – Rectangles/ 27.5.1 – Letter presenting a special form of writing
Status: published in the registration request in 03/04/2008
3) Plaza Office Campo Grande
Presentation: Mixed
Insurance, advertisement, business management, business administration, office functions.
CFE (4): 27.5.1 – Letters presenting a special form of writing
Status: published in the registration request in 12/09/2008
DOMAIN
domain: chlvendas.com.br
Our subsidiary Lindencorp holds an application for the brand Lindencorp, whose transfer was recently concluded,
but has not yet been endorsed by the INPI.
57
BZDB01 88044462.3 03-set-10 20:27
c.
Companies in which the Company has an interest
Subparagraphs (i) to (vi) of subsection 9.1 (c) are described below:
Company name
Goldfarb
Incorporações e
Construções S.A.
CHL
Desenvolvimento
Imobiliário S.A.
Developed
activities
The Goldfarb
activities are
concentrated
in developing
economic and
popular
residential
units for
families with
monthly
income
between 5-20
minimum
salary, with a
business
structure
model based in
the
standardization
of the
construction
and
incorporation
process and
the vertical
integration of
production
The CHL
activity is the
incorporation
market of
residential
real estate in
the State of
Rio de Janeiro,
being one of
the largest
developers in
that state,
especially in
middle and
upper-middle
classes.
Company
Participation
Subsidiary
or
associated
company
Record in
CVM
100%
Subsidiary
Don’t have
(had the
record
canceled in
12/18/2009)
100%
Subsidiary
Don’t have
Headquarters
São Paulo –
Brazil
Rio de Janeiro
– Brazil
Investment
in 03.30.10
(in R$
Thousand)
Investimento
em 12.31.09
(em R$
Thousand
Investiment
in 12.31.08
(in R$
Thousand)
Investment
in 12.31.07
(in R$
Thousand)
1,191.304
426,204
278,642
260,518
243,877
201,776
89,976
85,475
58
BZDB01 88044462.3 03-set-10 20:27
Company name
PDG Companhia
Securitizadora
Company
focused on
operations of
middle and
upper middle
class in São
Paulo (with a
focus on units
from R$200 to
$ 500
thousand).
PDG São Paulo
Incorporações
S.A.
AGRE
Empreendimentos
Imobiliários S/A
Lindencorp
Desenvolvimento
Imobiliário S.A.
Cipasa
Developed
activities
Company
focused on
securitization
of real estate
receivables,
whose
activities
started in
2009.
Company
incorporated
by PDG Realty
in June 2010,
AGRE is the
combination of
the operations
of AGRA,
Abyara and
Klabin Segall,
companies
with extensive
experience and
tradition in
real estate
market.
The
Lindencorp
aims to
explore the
market for
residential real
estate
development
for the upper
and uppermiddle classes
in the State of
São Paulo.
Lindencorp
focuses on
developing
customized
designs and
sophisticated
projects.
Company
Participation
Subsidiary
or
associated
company
Record in
CVM
Headquarters
Investment
in 03.30.10
(in R$
Thousand)
Investimento
em 12.31.09
(em R$
Thousand
Investiment
in 12.31.08
(in R$
Thousand)
489
-
-
Investment
in 12.31.07
(in R$
Thousand)
100%
Subsidiary
CVM Code
02164-4
(Recorded
in
10/03/2008)
100%
Subsidiary
Don’t have
São Paulo Brazil
4,661
Not
applicable
Not
applicable
Not
applicable
100%
Subsidiary
Don’t have
(had its
CVM Code
21911
Record
canceled)
São Paulo Brazil
1,950,389
-
-
-
19,93%
Subsidiary
Don’t have
São Paulo Brazil
49,396
49,396
30,396
14,181
19,93%
Vested
Don’t have
São Paulo –
-
-
-
-
Rio de Janeiro
– Brazil
59
BZDB01 88044462.3 03-set-10 20:27
Not
applicable
Company name
Desenvolvimento
Urbano S.A.
Real Estate
Partners
Desenvolvimento
Imobiliário S.A.
Brasil Brokers
Participações
S.A.
TGLT S.A.
Developed
activities
Explore the
market
allotment of
land for
residential
condominiums
for all income
segments in
the State of
São Paulo.
Focuses the
Company's
investments in
commercial
real estate
projects aimed
at income
generation
through the
development
of convenience
and service
centers, which
are aimed at
serving the
public resident
in the region
where theu are
located
Real estate
brokerage
service with a
focus on
performance
and market
intermediation
and real estate
consulting.
Explore the
market for
residential real
estate
development
for the upper
and middlehigh classes in
Argentina
Company
Participation
Subsidiary
or
associated
company
39,93%
Subsidiary
CVM Code
21539
(recorded in
07/11/2008)
São Paulo Brazil
6,05%
Vested
CVM
Code 21180
(recorded in
10/26/2007)
Rio de Janeiro
- Brazil
42,411
2,660
30%
Vested
Don’t have
Buenos Aires
- Argentina
30,843
29,810
Record in
CVM
Headquarters
Brazil
Investment
in 03.30.10
(in R$
Thousand)
Investimento
em 12.31.09
(em R$
Thousand
Investiment
in 12.31.08
(in R$
Thousand)
Investment
in 12.31.07
(in R$
Thousand)
10,268
11,675
10,493
9,021
2,660
2,660
50,307
(viii) Market value of participation according to the stock price at the end of the fiscal year, when such shares are
traded on organized securities markets.
Except for Brasil Brokers, the Subsidiaries are not listed on a stock exchange, so there is no market value of
participation. The table below shows the market value of the participation of the Company in the Brasil Brokers:
60
BZDB01 88044462.3 03-set-10 20:27
12.,399
R$
Market value
Brasil Brokers
Semester ended
06.30.2010
Fiscal Years ended
12.31.2009
Fiscal Yaer ended
12.31.2008
Fiscal Yaer ended
12.31.2007
59,463,324.83
63,919,374.48
16,275,766.65
93,708,959.50
Participation in the AGREE is now held only in June 2010 when it ceased to be publicly traded.
(ix) appreciation or depreciation of such participation in the last three fiscal years, according to the book value and
(x) appreciation or depreciation of such participation, in the last three fiscal years, according to market value,
according to the quotation of shares on the date of closing of each fiscal year, when such shares are traded on
organized markets
With the exception of the devaluation of the market value of the participation of the Company in Brasil Brokers in
2008, and its recovery in the year of 2009, according to the table in paragraph (viii) above, there were no
appreciation or depreciation of market value or book value of the Company's participation in other Subsidiaries in the
last three fiscal years.
(xi) Dividends
Company/Year (in R$)
Gold
2007
2008
459,355
CHL
-
REP DI
-
Lindencorp
3,428,256
2009
-
4,906,609
1,170,000
Cipasa
-
-
Brasil Brokers
-
-
TGLT
-
-
Total
3,428,256
6,076,609
06.30.2010
-
2,260,000
429,000
51,079
2,740,079
Total
-
459,355
-
7,599,605
-
5,609,299
51,079
13,259,983
(xii) Reasons for the acquisition and maintenance of such participation.
The reason for maintaining such investments is the development of our real estate development activities, the growth
of sector and the expectation of their future income.
9.2.
Others information deemed relevant by the Company
There is no other relevant information about this item 9.
61
BZDB01 88044462.3 03-set-10 20:27
10.
COMMENTS OF THE MANAGERS
10.1.
The managers must comment about:
a. Financial and Assets Conditions in generals
The macro-economic environment positively influenced Brazilian real estate market during 2006. Since it provided
three factors that are extremely relevant to our market: (i) inflation under control; (ii) a decrease in interest rates and
(iii) increased income. Another key factor for the sector’s growth was the increased availability of credit both to
finance the construction of buildings and for the buyer of real estate. Private banks have funded in 2006, R$9.5
billion, a growth of 75.9% over the previous year. At the end of 2006, we focused much of our performance in the
economic market via Goldfarb, with the total launched by PDG Realty un this year (R$761.7 million), 87% were
directed to this segment. The sales volume was also significant (total sold of R$563.9 million), putting us as one of
the main developers in Brazil.
During 2007, the real estate market was driven by the growth of Brazilian economy, with main vectors being the
maintenance of the volume of credit and decrease in SELIC rate. In that same year we attended the launching of 73
projects, which amounted to R$2.26 billion in PSV Launched, R$1.233 billion related to PSV Launched PDG
Realty, representing an increase of 309% compared to 2006. For sales, we had great prominence in the industry, with
a total contracted sales until December 31, 2007 of R$2.077 billion, from which R$969.95 million were the pro rata
share of PDG Realty. Of the total units launched during 2007, 77% were sold. We also highlight that throughout
2007 we performed three public funding operations, totaling R$1,467 million, of which R$1,257 million joined the
Company's cash (historical values). All these operations have resulted in extensive growth of our operations, as well
as a solid cash position.
In 2008 the financial crisis hit the world's leading economies, with their reflections on the Brazilian real estate
market, especially as regards the grant of credit (customers and developers), and significant reduction in sales. With
funding operations in 2007 (IPO, first issuance of debentures of the Company and public offering of shares of the
Company), we could normally proceed with our business plan, achieving significant operational and financial
indexes, whereas in comparison with other publicly held real estate developers, PDG Realty occupied the third place
in launches and sales (in 2006 and 2007 we occupied the 5th and 4th places respectively). During 2008 we launched
over 85 projects, which amounted to R$3.77 billion in PSV Launched, R$2.61 billion related to PSV Launched PDG
Realty. Contracted sales reached R$1.81 billion, with over 14,000 units sold.
In 2009, the federal government launched the "My Home My Life," which consists of several initiatives to increase
housing supply and purchasing power of Class C to E, with income of up to ten minimum wages, which is currently
valued at R$465.00 and reduce the housing deficit in Brazil, now at 7.2 million homes. Such macroeconomic event,
significantly leveraged the industry and provided PDG an even greater market expansion due to be one of the largest
developers in Brazil with focus on low income. In the midst of significant government subsidies and economic
growth, the Company has reached the level of R$3,026.6 million in launches and R$2,670.3 million in sales, ranking
among the top 3 developers in the industry.
b. Capital structure and the possibility of redemption of shares or quotas, indicating:
i.
chance of redemption
ii.
formula for calculating the redemption value
There is no chance of redemption of shares of the Company other than those provided by law.
c.
Ability to pay in relation to financial commitments
For the year ended December 31, 2006, we presented a cash of R$39.4 million, for a total debt of R$112.8 million,
totaling a net debt position of R$73.3 million. This value shows a good condition of solvency of company, because it
represented 29% of net worth on that date.
Throughout the year 2007, we conducted three fundings: IPO, in which we raised approximately R$440.0 million
(held in January 2007), first issuance of non-convertible debentures in July 2007 (“1st Issuance”) totaling R$250.0
62
BZDB01 88044462.3 03-set-10 20:27
million and initial public offering in July 2007, totaling approximately R$575.0 million. With these transactions we
closed 2007 with an extremely strong cash position, with a total net cash of R$230.9 million at December 31, 2007.
In 2008, we invested most of the funds raised in the last year, and because of the financial crisis that hit the world
markets, we observed no favorable conditions for the issuance of debts or other types of funding. On December 31,
2008, we present a net debt of R$610.4 million, representing 41.3% of the net worth on that date.
Our net debt for the year 2009 was R$404.9 million and our net worth on that date was R$2,940.8 million. Thus, our
net worth had coverage ratio of 7.3 times our net debt. This means that for each R$1.00 of our net debt we have
R$7.30 of net worth to cover the balance. Thus, we believe that our existing resources and operating cash flow will
be sufficient to meet our liquidity needs and our financial commitments already contracted. We note that during
2009, we held the second and third issuance of convertible debentures (“2nd Issuance” and “3rd Issuance”,
respectively), held respectively in April and September 2009. These issuances represented a cash inflow of
approximately R$570.0 million.
d. Sources used in finance for working capital and for investment in non-current assets
Most of the funds raised in 2006 relates primarily to resources obtained through the Housing Financial System (SFH)
of the total debt on that date (R$112.8 million), approximately R$60 million relate to financing projects.
In 2007, we highlight the 1st Issuance of non-convertible debentures, which totaled R$250.0 million. With this
transaction, our debt totaled R$490.9 million at December 31, 2007.
Throughout the year 2008 in line with the growth of our operation, we continued to raise funds to obtain work capital
and funding for our works through the SFH. On December 31, 2008, our funding totaled R$866.8 million.
For 2009, we highlight the 2nd and 3rd Issuance of convertible debentures held respectively in April and September
2009. These issuances represented a cash inflow of approximately R$570.0 million. On December 31, 2009, the
Company's indebtedness totaled R$1,505.9 million.
e.
Financing sources for working capital and for investment in non-current assets to use for converging
liquidity deficiencies
As in fiscal years 2006 and 2008, the Company intends to make use of available funding from the Housing Finance
System (SFH) and other borrowing facilities with financial institutions to raise funds for investment in non-current
assets and, repeating what occurred in fiscal years 2007 and 2009, intends to use the issuance of debentures to
finance their working capital and other investments.
f.
Debt levels and the characteristics of such claims, describing also :
i.
Loan agreements and relevant financing
ii.
Other long-term relations with financial institutions
iii.
Subordination degree between the debts
iv.
Any
restrictions
imposed
on
the
Company,
particularly
in
relation
to
limits
of indebtedness and contracting of new debts, distribution of dividends, disposal of assets, the
issuance of new securities and the sale of corporate control
63
BZDB01 88044462.3 03-set-10 20:27
Consolidated (in R$
Thousand)
PDG Realty S.A.
Empreendimentos
Participações
Dinamarca
Empreendimentos
Gold Amapá
Empreendimentos
Gold Aruba
Empreendimentos
Gold Beige
Empreendimentos
Gold Cuiabá
Empreendimentos
Gold Groelândia
Empreendimentos
Gold Ilhéus
Empreendimentos
Gold Orange
Empreendimentos
Gold Polônia
Empreendimentos
Gold Porto Velho
Empreendimentos
Gold Portugal
Empreendimentos
Gold Portugal
Empreendimentos
Gold Red
Empreendimentos
Gold Sudão
Empreendimentos
Gold Tunísia
Empreendimentos
Gold Turquia
Empreendimentos
Gold Turquia
Empreendimentos
Gold Withe
Empreendimentos
Goldfarb PDG 2
Charges
6/30/2010 12/31/2009 12/31/2008 12/31/2007 Maturity
CDI +
1,9% p.a.
769
768
TR + 11%
p.a.
6,547
3,441
CDI +
1,9% p.a.
TR +
10,70%
p.a.
TR +
10,50%
p.a.
776
-
-
768
776
5,452
-
-
-
2,272
-
-
-
-
-
-
CDI +
1,90% p.a.
-
CDI +
1,9% p.a.
-
CDI +
1,9% p.a.
-
1,024
255
259
768
776
-
-
CDI +
1,9% p.a.
513
512
518
CDI +
1,9% p.a.
1,025
1,024
1,035
CDI +
1,9% p.a.
513
2,257
518
TR + 11%
p.a.
2,797
-
-
-
-
-
-
775
776
CDI +
1,9% p.a.
-
CDI +
1,9% p.a.
769,00
CDI +
1,9% p.a.
-
CDI +
1,9% p.a.
1,538
TR +
8,3% p.a.
318
CDI +
1,9% p.a.
769
TR + 11%
4,234
614
-
1,535
1,553
-
-
767
776
-
-
Garantees
Creditor
jan/11
PDG Personal Garantee
Votorantim
apr/14
Mortgage / Receivables / PDG
Personal Garantee
Bradesco
jan/11
Votorantim
jun/12
Mortgage
Itaú
oct/11
Mortgage
Santander
jan/11
Votorantim
jan/11
Votorantim
jan/11
Votorantim
jan/11
Votorantim
jan/11
Votorantim
jan/11
Votorantim
aug/12
Mortgage
Banco do
Brasil
jan/11
Votorantim
jan/11
Votorantim
jan/11
Votorantim
jan/11
Votorantim
oct/12 Mortgage / Receivables / Guaranty
jan/11
Votorantim
aug/12
Mortgage
Banco do
64
BZDB01 88044462.3 03-set-10 20:27
Caixa
Consolidated (in R$
Thousand)
PDG Realty S.A.
Empreendimentos e
Participações
PDG Realty S.A.
Empreendimentos e
Participações
PDG Realty S.A.
Empreendimentos e
Participações
Charges
p.a.
-
-
-
-
-
-
-
-
-
8,25%
23,203
5,25%
23,067
CDI +
2,5% p.a.
4,127
7,201
500
77,913
21,709
8,263
IGPM +
12,0% p.a.
-
-
TR + 9%
p.a.
-
-
TR +
8,3% p.a.
584
834
500
TR +
10,5% p.a.
35,294
27,906
6,800
TR +
10,5% p.a.
13,504
18,796
11,043
TR +
10,5% p.a.
18,969
11,827
CDI +
1,90% p.a.
769
768
776
TR + 10%
p.a.
14,061
7,119
667
INCC +
12,0% p.a.
-
-
TR + 11%
p.a.
-
-
TR + 11%
p.a.
-
CDI +
1,30% a.a
-
-
CDI +
1,90% p.a.
1,006
1,024
TR + 11%
p.a.
6,547
3,441
CDI +
1,90% p.a.
1,538
1,536
1,553
CDI +
1,90% p.a.
1,538
768
776
TR +
5,452
Total PDG Realty
Goldfarb e PDG Co
Alencar Araripe
Empreendimentos
Imobiliários Ltda.
Alencar Araripe
Empreendimentos
Imobiliários Ltda.
Alves Pedroso
Empreendimento
Imobiliário Ltda.
Amsterdam
Empreendimentos
Áustria
Empreendimentos
Big Field S.A
Incorporações
Dinamarca
Empreendimentos
Estela Borges
Empreendimentos
Imobiliários Ltda.
Estela Borges
Empreendimentos
Imobiliários Ltda.
Finlândia
Empreendimentos
Gold Acapulco
Empreendimentos
Gold Acre
Empreendimentos
Gold Alaska
Empreendimentos
Gold Amapá
Empreendimentos
Gold Argentina
Empreendimentos
Gold Aruba
Empreendimentos
Gold Beige
6/30/2010 12/31/2009 12/31/2008 12/31/2007 Maturity
4,316
5,068
5,981
-
1,134
6,614
16,447
1,035
-
-
-
Garantees
Creditor
Brasil
feb/18
FINEP
feb/18
FINEP
feb/11
Mortgage/Receivables/Proportional
Guaranty
IBM
oct/11
Participation Share
Rio Bravo /
GMAC
aug/09
Guaranty
ABN Amro
sep/10
Personal Garantee
Caixa
feb/11
Personal Garantee
ABN Amro
jun/11
Personal Garantee
ABN Amro
nov/11
Personal Garantee
Itaú
jan/11
Votorantim
mar/12
Personal Garantee
Itaú
sep/11
Participation pledge
Cyrela
nov/09
Guaranty
Unibanco
-
-
mar/12 Mortgage / PDG Personal Garantee
jul/11
Mortgage / PDG Personal
Garantee
Itaú
jan/11
Votorantim
apr/14
Personal Garantee
Bradesco
jan/11
Votorantim
jan/11
Votorantim
jun/12
Mortgage
Itaú
65
BZDB01 88044462.3 03-set-10 20:27
Caixa
Consolidated (in R$
Thousand)
Empreendimentos
Gold Black
Empreendimentos
Gold Canadá
Empreendimentos
Gold Canadá
Empreendimentos
Gold Cancun
Empreendimentos
Gold Celestino Bourroul
Empreend. Imobiliários
SPE Ltda.
Gold Cuiabá
Empreendimentos
Gold Escócia
Empreendimentos
Gold Escócia
Empreendimentos
Gold França
Empreendimentos
Gold Groelândia
Empreendimentos
Gold Haiti
Empreendimentos
Gold Ilhéus
Empreendimentos
Gold Índia
Empreendimentos
Gold Irlanda
Empreendimentos
Gold Irlanda
Empreendimentos
Gold Jamaica
Empreendimentos
Gold Lisboa
Empreendimentos
Gold Madri
Empreendimentos
Gold Mali
Empreendimentos
Gold Marília
Empreendimentos
Charges
6/30/2010 12/31/2009 12/31/2008 12/31/2007 Maturity
10,7% p.a.
3,589
-
-
CDI +
1,9% p.a.
1,025
1,024
1,035
TR +
11,5% p.a.
3,639
CDI +
1,90% p.a.
4,614
4,606
4,658
TR +
10,5% p.a.
4,785
11,078
2,703
TR +
10,5% p.a.
2,272
-
-
CDI +
1,90% p.a.
4,101
6,259
4,140
CDI +
10,5% p.a.
8,372
2,165
TR +
10,5% p.a.
22,541
17,538
CDI +
1,90% p.a.
1,781
1,024
2,070
113
5,234
TR + 9%
p.a.
2,871,00
-
-
-
-
-
-
-
-
CDI +
1,90% p.a.
513
256
259
CDI +
1,90% p.a.
2,563
2,559
2,588
CDI +
1,90% p.a.
1,845
1,842
1,863
TR +
8,3% p.a.
2,871
-
-
-
-
-
6,130
-
11,415
12,998
-
-
TR +
10,5% p.a.
-
-
TR +
9,92% p.a.
-
-
43,833
39,848
TR +
9,5% a.a
TR +
12,0% p.a.
CDI +
1,50% p.a.
Creditor
oct/11
Mortgage
Caixa
jan/11
Votorantim
aug/11
Mortgage
Santander
jan/11
Votorantim
apr/10
Personal Garantee
Itaú
oct/11
Mortgage
Santander
jan/11
Votorantim
jul/09
Personal Garantee
Santander
sep/11
Personal Garantee
Itaú
jan/11
Votorantim
feb/10
Personal Garantee
ABN Amro
jan/11
Votorantim
jan/11
Votorantim
jan/11
Votorantim
-
TR +
9,92% p.a.
-
Garantees
3,051
25,055
-
-
feb/13 Mortgage / Receivables / Guaranty
Caixa
jul/09
Guaranty
Safra
jul/11
Personal Garantee
HSBC
jan/10
Personal Garantee
ABN Amro
sep/13 Mortgage / Receivables / Guaranty
oct/10
Personal Garantee
Votorantim
66
BZDB01 88044462.3 03-set-10 20:27
Caixa
Consolidated (in R$
Thousand)
Gold Marrocos
Empreendimentos
Gold Milano
Empreendimentos
Gold Minas Gerais
Empreendimentos
Gold Minas Gerais
Empreendimentos
Gold Mônaco
Empreendimentos
Gold New York
Empreendimentos
Imobiliários Ltda.
Gold Noruega
Empreendimentos
Gold Oceania
Empreendimentos
Gold Orange
Empreendimentos
Gold Panamá
Empreendimentos
Gold Paraíba
Empreendimentos
Gold Polônia
Empreendimentos
Gold Porto Velho
Empreendimentos
Gold Portugal
Empreendimentos
Gold Portugal
Empreendimentos
Gold Properties Vila
Guilherme S.A.
Gold Purple
Empreendimentos
Gold Purple
Empreendimentos
Gold Recife
Empreendimentos
Gold Red
Empreendimentos
Gold Roraima
Charges
6/30/2010 12/31/2009 12/31/2008 12/31/2007 Maturity
TR +
10,5% p.a.
7,639
TR +
10,7% p.a.
3,331
TR +
12,0% p.a.
4,544
-
-
-
-
16,904
19,901
1,812
CDI +
1,9% p.a.
3,751
1,791
1,811
TR +
11,5% p.a.
7,196
3,772
TR +
8,3% p.a.
570
277
CDI +
3,00% p.a.
68,359
32,110
21,808
CDI +
1,90% p.a.
1,025
1,024
1,035
CDI +
1,90% p.a.
1,538
768
776
TR +
10,5% p.a.
21,343
14,632
3,370
TR +
10,5% p.a.
3,056
1,836
CDI +
1,90% p.a.
513
512
518
CDI +
1,90% p.a.
1,025
1,024
1,035
CDI +
1,90% p.a.
513
512
518
TR +
11,0% p.a.
2,797
1,745
-
-
1,336
1,541
1,553
-
-
-
-
TR +
10,5% p.a.
9,970
9,330
-
-
CDI +
1,90% p.a.
3,588
1,791
1,811
CDI +
1,538
1,535
1,553
TR +
11,5% a.a
CDI +
1,90% p.a.
TR +
10,5% p.a.
-
-
9,202
-
-
-
Garantees
Creditor
oct/11
Personal Garantee
ABN Amro
jun/12
Mortgage
Itaú
jun/11
Personal Garantee
HSBC
jan/11
Votorantim
sep/11
Mortgage/ Fiduciary Assignment/
Guaranty
Santander
feb/13
Personal Garantee
Caixa
mar/11
Personal Garantee
Votorantim
jan/11
Votorantim
jan/11
Votorantim
nov/10
Personal Garantee
Bradesco
dec/17
Personal Garantee
Caixa
jan/11
Votorantim
jan/11
Votorantim
jan/11
Votorantim
aug/12
Mortgage
Banco do
Brasil
jul/09
Mortgage
Itaú
jan/11
Votorantim
may/12
Mortgage/ Credit Rights
Bradesco
aug/10
Personal Garantee
Bradesco
jan/11
Votorantim
jan/11
Votorantim
67
BZDB01 88044462.3 03-set-10 20:27
Consolidated (in R$
Thousand)
Empreendimentos
Gold Roraima
Empreendimentos
Gold Santiago
Empreendimentos
Gold Santiago
Empreendimentos
Gold São Paulo
Empreendimentos
Gold Sidney
Empreendimentos
Gold Sidney
Empreendimentos
Gold Singapura
Empreendimentos
Gold Sudão
Empreendimentos
Gold Sudão
Empreendimentos
Gold Suíça
Empreendimentos
Gold Texas
Empreendimentos
Gold Tunísia
Empreendimentos
Gold Turquia
Empreendimentos
Gold Turquia
Empreendimentos
Gold Uberaba
Empreendimentos
Gold Uberaba
Empreendimentos
Gold Venice
Empreendimentos
Gold Viena
Empreendimentos
Gold Viena
Empreendimentos
Gold Withe
Empreendimentos
Charges
6/30/2010 12/31/2009 12/31/2008 12/31/2007 Maturity
1,90% p.a.
TR +
10,70%
p.a.
TR +
11,02%
p.a.
Garantees
Creditor
jan/12
Mortgage
Itaú
jul/12
Personal Garantee
Caixa
apr/12
Personal Garantee
Caixa
jun/10
Personal Garantee
ABN Amro
feb/10
Guaranty
Matone
aug/12
Mortgage
Caixa
nov/12
Mortgage
Caixa
jan/11
Votorantim
sep/12
Mortgage
Caixa
aug/10
Personal Garantee
Bradesco
jul/11
Mortgage/ Fiduciary Assignment/
Guaranty
Santander
jan/11
Votorantim
jan/11
Votorantim
jun/12
Property in Araçatuba / SP and
Manaus / AM
BTG
Pactual
may/11
Personal Garantee
ABN Amro
jan/11
Votorantim
sep/11
Mortgage
Itaú
may/12
Personal Garantee
Caixa
feb/12
Mortgage
Caixa
jan/11
Votorantim
11,870
-
2,664
3,642
720
429
TR +
8,3% p.a.
TR + 9%
p.a.
-
CDI +
1,5% p.a.
-
TR +
11,02%
p.a.
-
7,824
3,220
TR +
8,3% p.a.
468
688
CDI +
1,90% p.a.
769
775
TR +
8,3% p.a.
-
61
-
-
-
-
-
-
9,473
8,202
-
-
-
-
-
776
-
-
-
-
-
-
-
TR +
10,5% p.a.
10,687
7,694
TR +
10,5% p.a.
14,424
6,882
CDI +
1,90% p.a.
1,230
614
1,242
CDI +
1,90% p.a.
1,538
1,535
1,553
TR +
8,5% p.a.
318
-
-
-
TR +
10,5% p.a.
22,421
20,379
-
-
CDI +
1,9% p.a.
4,614
2,303
4,658
TR +
10,7% p.a.
12,036
-
-
TR +
11,2% p.a.
1,870
1,870
-
TR +
8,3% p.a.
CDI +
1,90% p.a.
769
2,357
768
776
-
-
68
BZDB01 88044462.3 03-set-10 20:27
Consolidated (in R$
Thousand)
Goldfarb Incorporações e
Construções S.A.
Construções S.A.
Construções S.A.
Construções S.A.
Construções S.A.
Construções S.A.
Construções S.A.
Construções S.A.
Construções S.A.
Construções S.A.
Construções S.A.
Construções S.A.
Construções S.A.
Construções S.A.
Construções S.A.
Construções S.A.
Construções S.A.
Charges
CDI +
3,66% p.a.
CDI +
1,7% p.a.
CDI +
2,2% p.a.
CDI +
2,00% p.a.
TR +
8,3% p.a.
CDI +
3,54% a.a
CDI +
1,35% a.a
CDI +
2,00% a.a
CDI + 1,5
% p.a.
TR +
8,3% p.a.
CDI + 1,5
% p.a.
INCC +
12% p.a.
TR + 9%
p.a.
TR + 11%
p.a.
TR +
11,5% p.a.
TR + 12%
p.a.
CDI +
6,80 %
Construções S.A.
p.a.
Holanda
CDI +
Empreendimentos
1,5% p.a.
Kirmayr Negócios
TR +
Imobiliários SPE Ltda. 10,5% p.a.
Luxemburgo
TR + 9%
Empreendimentos
p.a.
Nova Água Rasa
TR + 11%
Empreendimentos
p.a.
Imobiliários SPE S.A.
Nova Tatuapé Negócios
TR +
Imobiliários SPE Ltda. 11,5% p.a.
Oswaldo Lussac
TR +
Empreendimentos
11,5% p.a.
Imobiliários S.A.
Padre Adelino
TR +
Empreendimentos
9,31% p.a.
Imobiliários S.A.
Petrônio Portela
TR + 9%
Empreendimentos
p.a.
Imobiliários Ltda.
Santa Genebra
INCC +
6/30/2010 12/31/2009 12/31/2008 12/31/2007 Maturity
-
814
-
20,441
jan/10
ABC Brasil
13,361
7,104
aug/09
Banco do
Brasil
apr/12
Personal Garantee
Bradesco
jan/14
Brascan
5,345
12,201
12,566
12,823
1,386
1,924
5,289
-
-
1,205
1,424
1,872
25,936
28,392
30,368
-
17,568
30,789
1,985
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,715
5,044
7,551
9,986
7,922
1,710
16,083
18,156
8,708
4,396
8,510
11,196
-
-
1,445
530
5,307
Creditor
12,483
4,562
-
Garantees
1,877
jan/12
CIT Brasil
may/11
Safra
jun/10
Aval guarantee PDG
BTG
Pactual
mar/12
Mortgage
Caixa
jan/14
Safra
nov/09
1,676
sep/10
5,077
apr/10
16,539
oct/09
1,916
jul/08
Promissory Note
BIC
8,911
nov/08
Receivables
Rio Bravo /
GMAC
mar/10
Personal Garantee
Matone
nov/10
Personal Garantee
Bradesco
aug/10
Personal Garantee
ABN Amro
feb/11
Personal Garantee
HSBC
dec/10
Personal Garantee
HSBC
feb/10
Personal Garantee
Bradesco
jul/10
Personal Garantee
ABN Amro
dec/12
Personal Garantee
ABN Amro
oct/11
Cyrela
-
-
2,414
Caixa
3,942
-
1,001
Caixa
oct/11
1,316
5,894
aug/10
Personal Garantee
Aplication of R$2 million at 98%
CDI
5,673
10,817
9,520
feb/11
-
Aval guarantee PDG
Cyrela
Receivables / Proportional
Guaranty
Guaranty
Guaranty
Guaranty
ABN Amro
Santander
Itaú
Bradesco
69
BZDB01 88044462.3 03-set-10 20:27
Consolidated (in R$
Thousand)
Empreendimentos
Imobiliários Ltda.
São João Clímaco
Empreendimentos
Imobiliários Ltda.
São João Clímaco
Empreendimentos
Imobiliários Ltda.
Serra Bella
Empreendimento
Imobiliário S.A.
SPE Gama
Desenvolvimento
Imobiliário Ltda.
SPE Jaguaré Construções
Ltda.
SPE Reserva do Alto
Aricanduva Construções
Ltda.
Vassoural
Empreendimentos
Imobiliários ltda
Vila Maria
Empreendimentos
Imobiliários S.A.
Vila Maria
Empreendimentos
Imobiliários S.A.
Charges
12% p.a.
-
TR +
8,3% p.a.
-
TR +
8,3% p.a.
-
-
TR +
8,3% p.a.
6,875
11,885
4,852
TR + 11%
p.a.
1,158
11,131
10,306
TR + 11%
p.a.
18,101
19,860
11,537
107
15,131
TR + 12%
p.a.
-
698
TR +
10,5% p.a.
20,032
13,816
TR + 10%
p.a.
10,222
3,316
-
-
INCC +
12% p.a.
Outros
Total Goldfarb e PDG Co
CHL Desenvolvimento
Imobiliário S.A.
Araxá Participações e
Empreendimentos
Imobiliários S.A
Assis Bueno 30
Assis Bueno 30
Bento Lisboa 106-A
Empreendimento
Imobiliário S.A.
Bento Lisboa 106-B
Empreendimento
Imobiliário S.A.
CHL Desenvolvimento
Imobiliário S.A.
CHL Desenvolvimento
Imobiliário S.A.
CHL Desenvolvimento
Imobiliário S.A.
CHL Desenvolvimento
Imobiliário S.A.
Jaime Poggi
Savelli Empreendimentos
e Participações Ltda.
SPE Aberlardo Bueno
3600 Incorporações Ltda.
SPE Almirante Baltazar
6/30/2010 12/31/2009 12/31/2008 12/31/2007 Maturity
-
3,658
-
-
-
-
-
1,145
-
595,553
277
12
1
523,131
399,800
74,581
13,952
34,669
-
2,127
2,100
2,146
5,842
6,311
TR + 12%
p.a.
-
-
TR + 12%
p.a.
-
-
10,065
10,947
10,764
10,471
3,807
11,307
-
-
27,361
21,327
82,269
58,042
4,550
3,907
1,175
13,728
3,565
TR + 12%
p.a.
CDI +
2,3% p.a.
TR +
11,5% p.a.
CDI +
1,4% p.a.
CDI +
2,0% p.a.
CDI +
2,3% p.a.
TR +
10,5% p.a.
TR +
10,4% p.a.
TR +
10,5% p.a.
TR +
14,128
14,034
17,534
7,400
2,778
-
21,655
21,195
-
-
Garantees
Creditor
Personal Garantee
jun/11
Personal Garantee
Caixa
dec/10
Personal Garantee
Caixa
jun/12
Personal Garantee
Caixa
jul/09
Personal Garantee
Bradesco
feb/10
Personal Garantee
Santander
jul/09
Personal Garantee
Bradesco
oct/10
Personal Garantee
Bradesco
mar/12
Personal Garantee
ABN Amro
nov/09
Personal Garantee
Cyrela
feb/11
Personal Garantee
Bradesco
jul/10
Unibanco
apr/10
Personal Garantee
Bradesco
jul/09
Guaranty
Unibanco
oct/10
Guaranty
Bradesco
jun/10
Bradesco
jun/10
Safra
jun/09
aug/10
feb/12
nov/13
may/11
oct/12
Unibanco
Unibanco
Personal Garantee
Personal Garantee
Guaranty
Itaú
HSBC
Santander
HSBC
70
BZDB01 88044462.3 03-set-10 20:27
Consolidated (in R$
Thousand)
SPE Almirante Baltazar
SPE Baronesa de Poconé
SPE BMI 600
SPE BMI 600
SPE CHL LVII
SPE Dalcidio Jurandir
Charges
10,4% p.a.
CDI +
2,3% p.a.
TR + 13%
p.a.
TR + 13%
p.a.
CDI +
2,3% p.a.
TR + 11%
p.a.
TR +
10,5% p.a.
TR +
SPE Dona Mariana 187
10,75%
p.a.
SPE Estrada do Monteiro
TR +
323 Incorporações Ltda 10,4% p.a.
SPE Estrada do Monteiro
CDI +
323 Incorporações Ltda. 2,2% p.a.
TR +
SPE General Mitre 137
11,25%
Incorporações LTDA
p.a.
SPE MOL 38
TR +
10,5% p.a.
Miguel de Frias 156
TR +
Empreendimentos
10,5% p.a.
Imobiliários S/A
SPE Parque Anchieta
TR +
Empreendimentos
10,4% p.a.
Imobiliários S.A
SPE VPA 144
TR +
10,5% p.a.
SPE VPA 144
CDI +
2,3% p.a.
SPE Voluntários da
TR +
Pátria 244 Incorporações
10,5% p.a.
Ltda
Oswaldo Lussac
TR +
Empreendimentos
11,5% p.a.
Imobiliários S.A.
Total CHL
Agre Empreendimentos
Imobiliários S.A.
Abyara Planejamento
CDI +
Imobiliário S.A.
1,5% p.a.
Abyara Planejamento
CDI +
Imobiliário S.A.
1,5% p.a.
Abyara Planejamento
CDI +
Imobiliário S.A.
1,5% p.a.
Abyara Planejamento
CDI +
Imobiliário S.A.
1,5% p.a.
Abyara Planejamento
CDI +
Imobiliário S.A.
1,5% p.a.
Abyara Planejamento
CDI +
Imobiliário S.A.
1,5% p.a.
Abyara Planejamento
CDI +
Imobiliário S.A.
1,5% p.a.
Abyara Planejamento
CDI +
Imobiliário S.A.
1,5% p.a.
Abyara Planejamento
CDI +
6/30/2010 12/31/2009 12/31/2008 12/31/2007 Maturity
1,489
1,470
1,502
2,715
3,796
4,326
6,081
8,036
2,086
2,127
-
-
13,236
12,681
6,226,00
-
-
58,190
49,183
7,330
5,984
6,114
2,053
1,974
-
-
-
12,337
7,631
19,079
-
-
4,550
19,249
3,735
7,584
7,032
27
18,628
6,721
11,901
6,743
19,332
6,867
-
-
-
-
-
5,131
-
-
Garantees
Personal Garantee
jul/10
sep/11
dec/10
aug/10
nov/11
feb/10
may/10
Personal Garantee
Unibanco
jul/10
Unibanco
apr/11
Personal Garantee
Unibanco
may/11
Guaranty
Itaú
may/11
Personal Garantee
Itaú
dec/10
Personal Garantee
Unibanco
apr/10
Personal Garantee
Bradesco
jul/10
Unibanco
Guaranty
-
sep/11
Mortgage
-
-
-
jul/10
Mortgage
165
-
-
-
mar/11
Mortgage
4,310
-
-
-
jun/12
Mortgage
2,783
-
-
-
jun/12
Mortgage
1,254
-
-
-
jun/12
Mortgage
14,136
-
-
-
jun/12
Mortgage
9,901
-
-
-
jul/13
Mortgage / Receivables
6,048
-
-
1,831
-
76
Bradesco
Itaú
-
21,195
Bradesco
Guaranty
Mortgage
142,970
Unibanco
sep/11
jun/12
300,177
Unibanco
Guaranty
Personal Garantee
-
336,981
Bradesco
Guaranty
3,538
Unibanco
Personal Garantee
Personal Garantee
feb/10
5,483
Creditor
Itaú
BTG
Pactual
BTG
Pactual
BTG
Pactual
BTG
Pactual
BTG
Pactual
BTG
Pactual
BTG
Pactual
BTG
Pactual
Bradesco
71
BZDB01 88044462.3 03-set-10 20:27
Consolidated (in R$
Thousand)
Imobiliário S.A.
Abyara Planejamento
Imobiliário S.A.
Abyara Planejamento
Imobiliário S.A.
Abyara Planejamento
Imobiliário S.A.
Abyara Planejamento
Imobiliário S.A.
Abyara Planejamento
Imobiliário S.A.
Abyara Planejamento
Imobiliário S.A.
Abyara Planejamento
Imobiliário S.A.
Abyara Planejamento
Imobiliário S.A.
Abyara Planejamento
Imobiliário S/A
Abyara Planejamento
Imobiliário S/A
Agra Empreendimentos
Imobliários S/A
Imobliários S/A
Imobliários S/A
Imobliários S/A
Imobliários S/A
Imobliários S/A
Imobliários S/A
Imobliários S/A
Imobliários S/A
Imobliários S/A
Agra Loteadora S.A
Charges
2,15% p.a.
CDI + 2%
p.a.
CDI +
2,65% p.a.
CDI +
1,5% p.a.
CDI +
2,20% p.a.
6/30/2010 12/31/2009 12/31/2008 12/31/2007 Maturity
Garantees
Creditor
18,462
-
-
-
jul/13
Bradesco
38,954
-
-
-
jul/13
Bradesco
21,514
-
-
-
mar/15
ABC
25,979
-
-
-
apr/17
Mortgage Land
Votorantim
CDI
6,332
-
-
-
jan/13
Promissory Note
Fibra
CDI
5,962
-
-
-
jan/16
Promissory Note
Fibra
76,710
-
-
-
jul/17
Mortgage
HSBC
4,329
-
-
-
dec/10
Mortgage
HSBC
1,460
-
-
-
aug/10
Mortgage
HSBC
13,467
-
-
-
sep/13
Mortgage
Bradesco
30,031
-
-
-
may/12
None
Banco do
Brasil
101,821
-
-
-
jul/12
Mortgage
Bradesco
3,426
-
-
-
mar/14
Mortgage / Aval guarantee
guarantors
Safra
71,109
-
-
-
jul/12
Aval guarantee guarantors
Safra
2,542
-
-
-
jan/16
Receivables
Safra
22,066
-
-
-
mar/11
guarantors
Safra
521
-
-
-
jun/10
Daycoval
33,987
-
-
-
apr/15
Deutsche
Bank
11,998
-
-
-
aug/12
Fibra
30,005
-
-
-
mar/12
Personal Guarantee
Fibra
6,600
-
-
-
may/12
BIC
BANCO
6,125
-
-
-
jul/10
ABC Brasil
80,111
-
-
-
jun/14
Aval guarantee guarantor
HSBC
871
-
-
-
jun/16
Receivables
Safra
14,066
-
-
-
jun/11
Mortgage
Bradesco
39,391
-
-
-
nov/10
Receivables
Itaú
1,532
-
-
-
mar/12
Mortgage
Trycury
CDI +
2,20% p.a.
CDI +
2,205%
p.a.
CDI +
2,205%
p.a.
CDI +
2,12% p.a.
CDI +
2,3% p.a.
CDI +
0,8% p.a.
CDI +
0,5% p.a.
CDI +
2% p.a.
IGPM +
12% p.a.
CDI +
2% p.a.
CDI +
8,73% p.a.
CDI +
5,75% p.a.
CDI +
0% p.a.
CDI +
4,91% p.a.
CDI +
7,44% p.a.
CDI +
2% p.a.
CDI + 2%
p.a.
Agra Moab
Incorporadora Ltda.
Agre Empreendimentos
Imobiliários S.A.
Alive Morumbi
IGPM +
Empreendimento
12% a.aa..
Imobiliário S/A
API SPE 15
TR + 11%
Planej.Desenv.Empreend.
p.a.
Imobiliario Ltda
Arena Park
TR +
Empreendimento
11,7% p.a.
ASACORP CDI +
Empreendimentos e
12,68%
p.a.
72
BZDB01 88044462.3 03-set-10 20:27
Consolidated (in R$
Thousand)
ASACORP Empreendimentos e
ASACORP Empreendimentos e
Barra Ville
Incorporadora Ltda.
Barra Ville
Incorporadora Ltda.
BNI Artico
Desenvolvimento
Imobiliário Ltda
BNI Báltico
Desenvolvimento
Imobiliário Ltda.
BNI Báltico
Desenvolvimento
Imobiliário Ltda.
BNI Báltico
Desenvolvimento
Imobiliário Ltda.
BNI Báltico
Desenvolvimento
Imobiliário Ltda.
Brindisi
Empreendimentos
Imobiliários Ltda.
Brotas Incorporadora
Ltda.
Brotas Incorporadora
Ltda.
Charges
6/30/2010 12/31/2009 12/31/2008 12/31/2007 Maturity
Garantees
Creditor
CDI +
10,03%
p.a.
1,994
-
-
-
mar/11
Mortgage
Trycury
CDI +
7,44% p.a.
2,000
-
-
-
dec/10
Loan
BIC
BANCO
1,938
-
-
-
aug/10
11,627
-
-
-
aug/10
TR +
10,5% p.a.
3,005
-
-
-
dec/12
Receivables
HSBC
TR +
10,5% p.a.
5,354
-
-
-
jun/10
Mortgage
Bradesco
TR +
10,5% p.a.
2,183
-
-
-
jun/10
Mortgage
Bradesco
TR +
10,5% p.a.
5,353
-
-
-
jun/10
Mortgage
Bradesco
TR +
10,5% p.a.
2,183
-
-
-
jun/10
Bradesco
CDI +
2,15% p.a.
1,026
-
-
-
jun/11
Mortgage
Itaú
1,582
-
-
-
jan/13
Itaú
2,672
-
-
-
jul/10
6,582
-
-
-
jan/12
1,476
-
-
-
feb/11
10,335
-
-
-
feb/11
22,180
-
-
-
dec/12
Receivables
Santander
34,140
-
-
-
jul/13
Receivables
Bradesco
13,026
-
-
-
jun/11
guarantors
Bradesco
2,333
-
-
-
nov/12
Receivables
HSBC
814
-
-
-
sep/12
Mortgage
Itaú
3,255
-
-
-
sep/12
Mortgage
Itaú
7,361
-
-
-
jul/13
Personal Guarantee / Guaranty /
Mortgage
Real
20,230
-
-
-
may/11
Receivables
Santander
8,092
-
-
-
oct/11
Mortgage
HSBC
TR +
11% p.a.
TR +
11% p.a.
TR +
11,5% p.a.
CDI +
2% p.a.
CDI +
Caph Incorporadora Ltda.
2% p.a.
Ciclame Incorporadora
TR +
Ltda.
13,5% p.a.
Ciclame Incorporadora
TR +
Ltda.
13,5% p.a.
Companhia Setin de
TR +
Empreendimentos e
10,5% p.a.
Participações
Companhia Setin de
CDI +
Empreendimentos e
0,15% a.
Participações
a..
Coreopisis
TR +
Empreendimento S/A
10,5% p.a.
Cyrela Oceania
TR +
Empreendimentos
10,6% p.a.
Imobiliários Ltda
Eltanin Incorporadora
TR +
Ltda.
10,3% p.a.
Eltanin Incorporadora
TR +
Ltda.
10,3% p.a.
Etage Botafogo
TR +
Empreendimentos
10,5% p.a.
Exuberance
TR +
Empreendimento
10,5% p.a.
Gan Empreendimentos
TR +
Imobiliários Ltda.
10,5% p.a.
guarantors
guarantors
Santander
Santander
guarantors
guarantors
guarantors
guarantors
Itaú
Itaú
Unibanco
Unibanco
73
BZDB01 88044462.3 03-set-10 20:27
Consolidated (in R$
Thousand)
Gliese Incorporadora
Ltda.
Grajaú Empreendimentos
Imobiliários Ltda.
Gundel Incorporadora
Ltda.
Heliconia Incorporadora
Ltda.
Heliconia Incorporadora
Ltda.
Icarai Village
Empreendimentos
Imobiliários Ltda
Inpar Abyara Projeto
Residencial América SPE
LTDA.
Residencial América SPE
LTDA.
Residencial Santo Amaro
SPE LTDA.
Kalapalo
Empreendimentos
Imobiliários Ltda.
Kalapalo
Empreendimentos
Imobiliários Ltda.
Kamayura
Empreendimentos
Imobiliários Ltda.
Kamayura
Empreendimentos
Imobiliários Ltda.
Kamayura
Empreendimentos
Imobiliários Ltda.
KFA Empreendimentos
Imobiliários Ltda
KFA Empreendimentos
Imobiliários Ltda
Klabin Segal
Invetimentos e
Participações SPE S.A.
Klabin Segall Lider Praça
Louveira SPE Ltda
Klabin Segall S/A
Klabin Segall S/A
Klabin Segall Santana
Empreendimentos
Imobiliários Ltda
Klabin Segall Vergueiro
Empreendimento
Klabin_Tagipuru
Empreendimento
Charges
CDI +
2% p.a.
IGPM +
12% p.a.
TR +
10,5% p.a.
TR +
10,5% p.a.
TR +
10,5% p.a.
6/30/2010 12/31/2009 12/31/2008 12/31/2007 Maturity
Garantees
Creditor
1,588
-
-
-
jan/12
guarantors
Itaú
1,208
-
-
-
aug/15
Receivables
Unibanco
1,786
-
-
-
apr/12
1,633
-
-
-
jul/10
5,145
-
-
-
jul/10
TR + 12%
p.a.
11,729
-
-
-
CDI +
7,44% p.a.
1,013
-
-
TR +
10,5% p.a.
7,574
-
TR +
10,5% p.a.
6,398
TR +
11,5% p.a.
CDI +
2% p.a.
guarantors
guarantors
guarantors
Santander
aug/12
Receivables
HSBC
-
feb/12
Mortgage
BICBANCO
-
-
jun/12
Mortgage
Santander
-
-
-
oct/11
Mortgage
Real
5,895
-
-
-
oct/12
Itaú
3,216
-
-
-
jan/12
guarantors
Itaú
1,705
-
-
-
jul/10
Mortgage
Santander
11,938
-
-
-
jul/10
Mortgage
Santander
3,411
-
-
-
jul/10
Mortgage
Santander
5,929
-
-
-
jan/11
Santander
19,762
-
-
-
jan/11
Receivables
Santander
21,644
-
-
-
mar/12
Receivables
Safra
10,277
-
-
-
dec/10
Receivables
Santander
1,661
-
-
-
dec/11
Personal Guarantee
Safra
33,686
-
-
-
feb/12
Personal Guarantee
Safra
TR +
10,5% p.a.
19,401
-
-
-
oct/12
Receivables
Real
TR +
10,5% p.a.
4,814
-
-
-
aug/12
Mortgage
Real
TR +
10,5% p.a.
5,513
-
-
-
may/11
Itaú
TR +
10,03%
p.a.
TR +
10,03%
p.a.
TR +
10,03%
p.a.
TR +
10,5% p.a.
TR +
10,5% p.a.
TR +
11,7% p.a.
TR +
10,5% p.a.
TJLP +
3,8% a.
aa..
CDI +
0,51% a.
aa..
Itaú
Santander
74
BZDB01 88044462.3 03-set-10 20:27
Consolidated (in R$
Thousand)
Klabin_Tagipuru
Empreendimento
Kochab Incorporadora
Ltda.
Ltda.
Ltda.
Ltda.
KSC 2 Empreendimento
Lagoa Alpha
Empreendimentos
Imobiliários Ltda.
Laguna Incorporadora
Ltda.
Luau do Recreio
Empreendimentos
Maioruna
Empreendimentos
Imobiliários Ltda.
Maioruna
Empreendimentos
Imobiliários Ltda.
Maioruna
Empreendimentos
Imobiliários Ltda.
Malte Investimentos
Imobiliários Ltda
Mareas Empreendimento
Moema
Empreendimentos
More Alphaville
Empreendimentos
Imobiliários Ltda.
Morumbi SPE Ltda.
Mutinga
Empreendimentos
Imobiliários Ltda.
Mutinga
Empreendimentos
Imobiliários Ltda.
Pereira Barreto
Empreendimentos
Pereira Barreto
Empreendimentos
Pereira Barreto
Empreendimentos
Pereira Barreto
Empreendimentos
Charges
TR +
10,5% p.a.
6/30/2010 12/31/2009 12/31/2008 12/31/2007 Maturity
Garantees
Creditor
24,810
-
-
-
may/11
Receivables
Itaú
5,071
-
-
-
jan/12
Itaú
TR +
11,5% p.a.
CDI +
2% p.a.
TR +
11,5% p.a.
CDI +
2% p.a.
TR +
10,5% p.a.
1,002
-
-
-
sep/12
Mortgage
Itaú
20,284
-
-
-
jan/12
Itaú
4,010
-
-
-
sep/12
Mortgage
Itaú
5,381
-
-
-
jul/13
Mortgage
Real
TR +
11% p.a.
10,195
-
-
-
aug/11
Mortgage
HSBC
TR +
12% p.a.
7,021
-
-
-
jun/10
Mortgage
Bradesco
TR +
10,5% p.a.
21,922
-
-
-
aug/13
Mortgage
Real
TR +
10,5% p.a.
614
-
-
-
dec/11
Mortgage
Santander
TR +
10,5% p.a.
1,216
-
-
-
dec/11
Mortgage
Santander
TR +
10,5% p.a.
1,082
-
-
-
dec/11
Mortgage
Santander
4,105
-
-
-
aug/11
Receivables
Itaú
19,142
-
-
-
nov/13
Receivables
Brasdesco
IGPM +
12% a.aa..
5,646
-
-
-
dec/20
Receivables
Safra
CDI +
2% p.a.
21,837
-
-
-
jun/10
guarantors
ABC Brasil
IGPM +
11,39%
p.a.
1,870
-
-
-
jul/19
Receivables
Real
TR +
10,5% p.a.
1,874
-
-
-
jun/10
Mortgage
Unibanco
TR +
10,5% p.a.
7,081
-
-
-
jun/10
Mortgage
Unibanco
TR +
10,5% p.a.
3,014
-
-
-
may/12
Mortgage
Real
TR +
10,5% p.a.
2,306
-
-
-
oct/11
Real
TR +
10,5% p.a.
5,087
-
-
-
oct/11
guarantors
Real
TR +
11% p.a.
11,577
-
-
-
mar/12
guarantors
Santander
TR +
10,5% p.a.
TR +
10,5% p.a.
75
BZDB01 88044462.3 03-set-10 20:27
Consolidated (in R$
Thousand)
Pereira Barreto
Empreendimentos
Pereira Barreto
Empreendimentos
Pereira Barreto
Empreendimentos
Pereira Barreto
Empreendimentos
Pereira Barreto
Empreendimentos
Pereira Barreto
Empreendimentos
Pereira Barreto
Empreendimentos
Pereira Barreto
Empreendimentos
Poli Investimentos
Imobiliários Ltda.
Poli Investimentos
Imobiliários Ltda.
Poli Investimentos
Imobiliários Ltda.
Praia Nova
Empreendimentos
Imobiliários Ltda.
Ragusa Empreendimento
Imobiliários Ltda
Saiph Incorporadora
Ltda.
Saiph Incorporadora
Ltda.
Saiph Incorporadora
Ltda.
Saiph Incorporadora
Ltda.
Schahin Astúrias
Incorporadora Ltda
Spasso Mooca
Empreendimento
Springs Empreendimento
Torre de Rhodes
Incorporadora Ltda.
Trinta e Um de Janeiro
Empreendimentos
Imobiliários Ltda.
Empreendimentos
Imobiliários Ltda.
Empreendimentos
Imobiliários Ltda.
Charges
6/30/2010 12/31/2009 12/31/2008 12/31/2007 Maturity
Garantees
Creditor
TR +
10,5% p.a.
5,871
-
-
-
may/12
Mortgage
Real
TR +
10,5% p.a.
4,493
-
-
-
oct/11
Brasdesco
TR +
10,5% p.a.
9,910
-
-
-
oct/11
guarantors
Real
TR +
11% p.a.
22,553
-
-
-
mar/12
guarantors
Santander
TR +
10,5% p.a.
3,171
-
-
-
may/12
Mortgage
Real
TR +
10,5% p.a.
2,426
-
-
-
oct/11
Brasdesco
TR +
10,5% p.a.
5,352
-
-
-
oct/11
guarantors
Real
TR +
11% p.a.
12,179
-
-
-
mar/12
guarantors
Santader
6,217
-
-
-
jul/10
Bradesco
31,085
-
-
-
jul/10
Bradesco
24,868
-
-
-
jul/10
Brasdesco
10,284
-
-
-
jul/10
Mortgage
HSBC
10,459
-
-
-
jun/13
Mortgage
Bradesco
751
-
-
-
sep/12
Real
3,281
-
-
-
sep/11
Real
983
-
-
-
sep/12
Unibanco
4,292
-
-
-
sep/11
Itaú
5,242
-
-
-
oct/11
Mortgage
Bradesco
13,180
-
-
-
mar/11
Receivables
HSBC
14,016
-
-
-
apr/11
Receivables
Santander
2,352
-
-
-
nov/12
guarantors
Itaú
CDI +
2% p.a.
5,130
-
-
-
jul/12
Safra
CDI +
1% p.a.
582
-
-
-
oct/10
guarantors
Unibanco
1,841
-
-
-
aug/11
guarantors
ABC Brasil
TR +
12% p.a.
TR +
12% p.a.
TR +
12% p.a.
TR +
10,03%
p.a.
CDI +
1,68% p.a.
TR +
10,5% p.a.
TR +
10,5% p.a.
TR +
10,5% p.a.
TR +
10,5% p.a.
TR +
10,5% p.a.
TR +
10,5% p.a.
TR +
10,5% p.a.
TR +
11,5% p.a.
CDI +
0,5% p.a.
76
BZDB01 88044462.3 03-set-10 20:27
Consolidated (in R$
Thousand)
Empreendimentos
Imobiliários Ltda.
Vila Mascote SPE Ltda.
Village Recreio
Empreendimentos
Imobiliários S/A
Vitality Empreendimento
Total AGRE
Fator Sky
Empreendimentos
Imobiliários Ltda.
Fator Amazon
Empreendimentos
Imobiliários Ltda.
Fator Aquarius
Empreendimentos
Imobiliários Ltda.
Jaguaré
Empreendimentos
Imobiliários Ltda.
Prunus Empreendimentos
S.A.
Cyrela Milão
Empreendimentos
Imobiliários S.A.
Eco Life Vila Leopoldina
S.A.
Eco Life Independência
S.A.
Administradora de Bens
Avante S.A.
Ecolife Parque Prado
Empreendimento
Imobiliário Ltda.
Bento Lisboa
Bento Lisboa
Ecolife Santana
Empreendimentos e
Habiarte Barc PDG Porto
Búzios Incorporações
S.A.
Club Florença
Empreendimentos
Imobiliários
REP DI
Desenvolvimento
Imobiliário S.A.
Vista do Sol
Empreendimentos
Imobiliários
América Piqueri
Incorporadora S.A.
Boa Viagem
Charges
IGPM +
12,25%
p.a.
IGPM +
9,5% p.a.
6/30/2010 12/31/2009 12/31/2008 12/31/2007 Maturity
Garantees
Creditor
15,001
-
-
-
mar/11
guarantors
BTG
Pactual
616
-
-
-
aug/14
Receivables
ABC Brasil
TR +
10,5% p.a.
19,569
-
-
-
mar/11
Receivables
Santander
TR +
10,5% p.a.
20,642
-
-
-
nov/10
Receivables
Santander
1,510,035
-
-
-
TR +
10,5%p.a.
3,940
6,869
2,193
oct/09
Personal Garantee
Santander
TR +
10,5% p.a.
15,930
12,634
1,726
mar/11
Personal Garantee
Santander
TR +
12%p.a.
15,178
12,039
-
sep/10
Personal Garantee
Unibanco
TR +
10,5%p.a.
3,596
3,590
-
may/10
Personal Garantee
Bradesco
TR + 10%
p.a.
-
6,835
6,288
may/10
Personal Garantee
ABN Amro
TR + 10%
p.a.
3,654
6,572
9,649
oct/12
Personal Garantee
ABN Amro
TR +
10,5% p.a.
-
-
6,357
mar/10
Personal Garantee
ABN Amro
TR +
10,5%p.a.
8,360
8,353
-
apr/11
Personal Garantee
ABN Amro
TR +
11,5%p.a.
9,928
8,375
-
feb/11
Personal Garantee
Itaú
TR +
10,5%p.a.
6,316
6,371
2,910
mar/10
Personal Garantee
ABN Amro
-
-
16,622
-
-
-
TR +
10,5% p.a.
8,402
7,571
24
TR +
10,5%p.a.
6,142
4,233
-
TR +
10,5%p.a.
5,197
3,953
-
-
583
441
3,038
2,186
-
-
-
-
11,659
dec/07
-
-
-
1,495
oct/08
TR +
12%p.a.
TR +
12%p.a.
CDI +
0,5% aa
TR +
10,5%p.a.
TR +
12,5%aa
TR +
7,616
37,105
-
jul/09
oct/10
Personal Garantee
Personal Garantee
Unibanco
Bradesco
jan/13
Personal Garantee
Bradesco
jun/11
Personal Garantee
Bradesco
aug/11
Personal Garantee
Itaú
mar/10
Personal Garantee
Diversos
sep/11
Personal Garantee
Itaú
Personal Garantee
Bradesco
HSBC
77
BZDB01 88044462.3 03-set-10 20:27
Consolidated (in R$
Thousand)
Empreendimento
Imobiliário S.A.
Eco Life Butantã
Empreendimentos
Imobiliários S.A.
Lindencorp
Desenvolvimento
Imobiliário S.A.
Lindencorp
Desenvolvimento
Imobiliário S.A.
Lindencorp
Desenvolvimento
Imobiliário S.A.
HL Empreendimentos
S.A.
PDG Desenvolvimento
Imobiliário S.A.
Sardenha
Empreendimentos
Imobiliários S.A.
Três Rios Empreend.
Imob. S.A.
Queiroz Galvão Mac
Cyrela Veneza
Emp.Imob. S.A.
Debentures – 1st
Issuance
Debentures – 3rd
Issuance
Debentures Klabin 1st
Issuance
Debentures Klabin 2nd
Issuance
Others
TOTAL INDEBTNESS
Charges
6/30/2010 12/31/2009 12/31/2008 12/31/2007 Maturity
12%aa
Garantees
Creditor
Personal Garantee
TR +
12%aa
-
-
-
13,914
may/08
Personal Garantee
Unibanco
CDI +
0,25%a.m.
-
-
-
7,111
apr/09
Penhor/Receivables/Proportional
Guaranty/Mortgage
ABC Brasil
CDI +
2,5%p.a.
-
-
-
16,356
aug/12
Proportional Guaranty / Pledge
Ações LDI
UBS Pactual
TR + 12%
p.a.
-
-
-
237
jan/10
Pledge/Receivables/Proportional
Guaranty/Mortgage
Unibanco
-
-
-
2,214
feb/09
-
-
-
19,842
oct/10
TR + 12%
p.a.
-
-
-
10,097
feb/08
Receivables / Partner Proportional
Guarantee/ Mortgage
Unibanco
TR +
10,5% p.a.
2,949
-
-
-
jul/11
Personal Garantee
Bradesco
TR +
10%p.a.
2,383
-
-
-
jul/11
Personal Garantee
Santander
261,751
261,888
267,680
267,384
jul/14
Bradesco
307,154
303,849
-
sep/14
Caixa
272,272
-
-
-
254,312
-
-
-
2,146
3,713,130
3,221
1,504,139
45
864,968
72
490,878
TR + 12%
p.a.
TR + 12%
p.a.
CDI +
0,90%aa
TR +
8,75%aa
CDI +
3,0%p.a.
CDI +
3,0%p.a.
-
Guarantee/ Mortgage
Guarantee/ Mortgage
Under Article 60, caput, of the Corporations Law, the total issuance of debentures may not exceed the Company's
capital. It is noteworthy that the outstanding issuance of debentures of the Company is less than its paid-up capital
stock. Additionally, the debentures of the first and third issuance of the Company provide: (i) restriction on payment
of dividends above the minimum of 25% while the Company is in arrears with its obligations in the scriptures of
issuance; (ii) restriction to any sale, assignment or transfer of assets of the Company and / or its subsidiaries, whose
value is equal to or greater than 10% of the equity of the Company or its subsidiaries, which proceeds from the sale
is not used entirely for the reduction of debt, and (iii) clauses determining indebtness levels and rates of EBITDA.
g.
limits on use of funds already contracted
Over the fiscal years ended December 31, 2007, 2008, 2009 and also for the period ended March 31, 2010, financing
contracted by the Company under the SFH have its resources focused exclusively on works in the respective real
estate projects. The resources are released according to the physical and financial progress of works.
For the other debts contracted during the fiscal years ended December 31, 2007, 2008, 2009 and for the period ended
March 31, 2010, we have only limited use for the 3rd issuance of debentures, held in September 2009. The proceeds
from this offering will be used to finance the construction of residential projects covered by the law of the SFH.
These resources should only be used in projects (i) which stage of construction has not yet reached 50% of physical
schedule of execution until the date on which such ventures are presented by the Company; (ii) which has residential
units reaching a minimum of 20% of sales concluded, (iii) whose physical and financial schedule has been approved
by the auditor of the works, (iv) whose assets allow the securities provided for in the relevant Issuance Deed; among
78
BZDB01 88044462.3 03-set-10 20:27
Unibanco
Unibanco
other requirements. The release of funds is also done according to the physical progress of the works of the
developments.
h. significant changes in each financial statement item
Comparison of Operating Results - quarter ended March 31, 2010 to March 31, 2009
Gross Operating Revenue
Our gross operating revenue increased 132.7%, from R$847.4 million for the semester ended June 30, 2009 to
R$1.972 million in the semester ended June 30, 2010, primarily as a result of the incorporation of our full subsidiary
AGRE occurred in the 2nd quarter of 2010 and the increase in projects launched (from 172 projects in June 30, 2009
to 443 projects in June 30, 2010).
Our gross operating revenue for these periods consisted of the following:
In R$ Thousand
Quarter ended June 30
2010
1,954,590
17,438
1,972,028
Real Estate Sales
Other Operating Income
Operational Gross Revenue
2009
840,437
6,919
847,356
Real Estate Sales
Our gross operating revenue from real estate sales increased 132.6%, from R$840.4 million in June 30, 2009 to
R$1.954 million in June 30, 2010. This increase was due primarily as a result of the incorporation of our full
subsidiary AGRE occurred in the 2nd quarter of 2010 and to a significant increase in operating projects of our
Business Units, as shown below:
Semesters ended
Investment (in thousands of R$)
Total of Business Units
June 30, 2010
Gross
Interest in Revenue (in
R$
Number of
the Capital
Stock
Thousand) Projects
N/A
1,421,484
400
June 30, 2009
Revenue (in
R$
Participation Thousand)
N/A
197,017
Number of
projects
135
Goldfarb
100%
535,623
226
100%
323,242
101
AGRE
100%
597,541
119
100%
-
-
CHL
100%
288,320
55
100%
209,376
34
Direct Investments in co-mergers
N/A
533,106
43
N/A
307,819
37
TOTAL
N/A
1,954,590
443
N/A
840,437
172
Other Operating Revenue
The value of our other operating revenue results primarily from the increased portfolio of malls managed by our
subsidiary REP and the incorporation of our full subsidiary AGRE in the 2nd quarter of 2010, which has revenue
from management of third parties works, such other operating revenue increasing 152,0%, from R$6,9 million in
June 2009 to R$17,4 million in June 2010.
Sales Taxes
Sales taxes increased 119,9%, from R$33,7 million in June 2009 (representing 4.1% of our net operating revenue), to
R$74.1 million in June 2010 (representing 3.9% of our net operating revenue). The increase is related to the variation
of the gross operating revenue of the Company when compared to the same period.
79
BZDB01 88044462.3 03-set-10 20:27
Net Operating Revenue
As a result of the foregoing, our net operating revenue increased 133.3%, from R$813.7 million in June 2009 to
R$1,897.4 million in March 2010.
Cost of Units Sold
Cost of properties sold increased 121.5%, from R$575.4 million in June 2009 (representing 70.7 % of our net
operating revenue) to R$1,274.5 million in June 2010 (representing 67.2% of our net operating revenue). This
variation results primarily from the incorporation of our full subsidiary AGRE in this semester and the increase in the
portfolio of projects of our subsidiaries, according to the preceding table, in item Real Estate Sales.
Gross Operating Profit
As a result of the foregoing, our gross operating profit increased 161.6%, from R$238.3 million in June 2009
(representing 29.3% of our net operating revenue) to R$623.5 million in June 2010 (representing 32.8% of our net
operating revenue).
Net Operating Expenses
Our operating expenses increased 103.7 %, from R$88.6 million in June 2009 to R$204.3 million in June 2010,
according to the main variations detailed below.
•
•
Business Expenses
Our business expenses increased 73.9%, from R$51.7 million in June 2009 (representing 6.4% of our net
operating revenue) to R$89.9 million in June 2010 (representing 4.7% our our net operating revenue), due
primarily from the incorporation of our full subsidiary AGRE in the 2nd quarter of 2010, and the increase in
the numbers of project launched from 172 projects in June 2009 to 443 projects in June 2010. Evethough
there was an increase in our balance, the percentage of the net operating revenue reduced. This shows an
efficiency gain and a outgoing rationalization.
•
•
General and Administrative Expenses
General and administrative expenses increased by 139.8%, from R$55.2 million in June 2009 (representing
6.8% of our net operating revenue) to R$132.4 million in June 2010 (representing 7.0% of our net operating
revenue). This variation is due primarily from the incorporation of our full subsidiary AGRE in the 2nd quarter
of 2010, and to the increase in the number of employees in the Business Units Goldfarb and CHL,
attributable to organic growth of the Company.
•
•
Financial Revenues and Expenses
Our net financial result increased from a negative R$7.3 million in June 2009 to a positive R$35.8 million in
June 2010. This significant increase was due to basically to the accounting criteria adopted by the Company,
which allocate most of the interests of corporative debts and real estate financing in the CMV (cost of goods
sold) and also to the incorporation of AGRE in the first semester of 2010.
Income before Income Tax and Social Contribution
As a result of the foregoing, our profit of income before income tax and social contribution increased from
R$149.7 million in June 2009 to R$419.1 in June 2010.
Income Tax and Social Contribution
80
BZDB01 88044462.3 03-set-10 20:27
Income tax and Social contribution expenses increased 216%, from R$21.3 million in June 2009 to R$76.6
million in June 2010. This variation results basically because the Controller Holding generated taxable profit in
the 1st semester of 2010 as a result of the sale of participation in some SPEs.
Minority Interests
Minority interests totaled a credit balance from R$1.5 million on June 2009 to a debt balance of R$7.1 million on
June 2010. This variation results basically of the incorporation of the full subsidiary AGRE in the 1st semester of
2010.
Net Income in the Period
As a result of the foregoing, net income increased 164.1%, from R$127,0 million in June 2009 (representing 15,6%
of our net operating revenue) to R$335.4 million on June 2010 (representing 17.7% of our net operating revenue).
Comparison of Key Balance Sheet – semester ended on June 30, 2010 with June 30, 2009
Our available funds are represented by resources available primarily in bank accounts and our investments in the
short and long term, for applications in first-class banks. These accounts totaled R$1,120.2 million in June 30,
2010, representing 8.9% of our total assets at the time, compared with R$362.8 million at June 30, 2009,
representing 9% of our total assets at that date (meaning an increase of 208.8%). A variation on this line results
mainly from the third issuance of common shares held by the Company in October 2009, which totaled an increase
of R$784 million in our available funds and also to the incorporation of AGRE in the first semester of 2010.
Accounts receivable
Our accounts receivable related to the short and long term correspond to claims arising from sales of property, in
which the value of contracts is updated according to their respective terms, and such credits recorded in proportion
to the cost incurred in relation to the total cost, with respect units not yet completed. These accounts totaled
R$5,403.5 million at June 30, 2010 (42.8% compared to our total assets at that date), compared to R$1,798.3 million
at June 30, 2009 (44.4% of our total assets at that date), representing an increase of 200.5%. This variation was due
mainly to the incorporation of AGRE in the first semester of 2010 and to the high rise in operating projects of the
Company, which on June 30, 2010 were 443 and on June 30, 2009 were 172 projects, such increase of projects
in the portfolio resulted in an increase in revenue, and consequently an increase in the balance of accounts
receivable.
Land bank and properties for sale
Our inventory of properties for sale on the short and long term represent land, buildings under construction and
units built. Such inventories totaled R$3,545.9 million in June 30, 2010 (representing 28.1% of our total assets at
that date), while the amount recorded in June 30, 2009 was R$1,082.0 million (representing 26 7% of our total
assets at that date), representing an increase of 227.7%. This variation was mainly due to the incorporation of AGRE
in the first semester of 2010 and to the increase of our land inventory, which is in line with the movement of our land
bank and the launches and sales in the period.
Expenses to be appropriated
Our expenses to be recognized are represented primarily by values with deferred expenses in selling expenses
related to our endeavors. Such deferred expenses totaled R$52.5 million at June 30, 2010 (0.4% of our total
assets at that date), compared with R$18.8 million at June 30, 2009 (0.5% of our total assets that date),
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BZDB01 88044462.3 03-set-10 20:27
representing an increase of 179.7%. This variation was due mainly to the incorporation of AGRE in the first
semester of 2010 and to the high rise in operating projects of the Company, which on June 30, 2010 were 443 and
on June 30, 2009 were 172 projects, such increase resulted in an increase in the number of insurance required in
each project.
Fixed assets
Fixed assets totaled R$167.3 million on June 30, 2010 (representing 1.3% of total assets), against R$68.4 million
on June 30, 2009 (representing 1.7% of total assets); representing an increase of R$98.9 million, this increase
relates to the incorporation of AGRE in the first semester of 2010 and to the costs of sales stands activated under this
heading in accordance with the methodology of Law 11.638/07.
Loans, financing and debentures
Our loans, financing and debentures for the short and long term totaled R$3,710.3 million on June 30, 2010,
compared to R$1,277.4 million at June 30, 2009, respectively, 29.4% and 31.6% of our total liabilities,
representing an increase of 190.5%. This variation is due to the incorporation of AGRE in the first semester of 2010,
in which we absorbed all its indebtness, and to the increase in the loan portfolio (SFH) according to the level of the
projects.
Liabilities for acquisition of property
This account represents obligations for purchase of land for real estate development, both in current liabilities as in
current liabilities in the long term. Our obligations for property acquisitions totaled R$928.2 million at June 30,
2010 (7.3% of our total liabilities at that date), compared with R$331.9 million at June 30, 2009 (8.2% of our total
liabilities at that date), representing an increase of 179.7%. This increase was due to the incorporation of AGRE in
the first semester of 2010 and to the increase of our land inventory.
Advances from customers
This account is represented by amounts received from purchasers of units, but not yet recognized as receivables by
the Company in accordance with the criteria set out in Resolution CFC 963/03. The bill totaled R$527.0 million at
June 30, 2010 (4.2% of our total liabilities at that date), compared with R$70.62 million at June 30, 2009 (1.7% of
our total liabilities at that date), which meant an increase of 646.5%. This increase was due primarily to higher
volume of securitized portfolios of projects which are not performed. This event generates a great evolution of the
balance of this item.
Net worth
Our net woth totaled R$5,613.2 million for the period ended June 30, 2010 (44.4% of our total liabilities at that
date) compared to R$1,836.7 million for the period ended June 30, 2009 (45.4% of our total liabilities at that date).
This increase resulted primarily from capital increase as a function of: (i) the incorporation of AGRE in the first
semester of 2010, (ii) undistributed net income generated during the last period, and (iii) the 3rd offering of
common shares which amounted to a primary capture of R$784 million.
Comparison of the Operating Results of Years Ended December 31, 2009 and 2008
Our gross operating revenue increased from R$1,283.4 million for the year ended December 31, 2008 to R$2,062.4
million in the same period in 2009, an increase of 60.7%. This variation occurred primarily because of the
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BZDB01 88044462.3 03-set-10 20:27
significant increase in our projects launched by the Company (149 projects in December 31, 2008 compared to 246
projects in December 31, 2009)
Our gross operating revenue for these periods consisted of the following
R$ Thousend
Fiscal Years ended December 31,
2009
2008
2,046,375
1,274,082
16,041
9,270
2,062,416
1,283,352
Real Estate Sales
Gross Profitl
Real Property Sales
Gross operating revenue from real property sales increased 60.6%, from R$1,274.1 million for the year ended
December 31, 2008 to R$2,046.4 million in the same period in 2009. This increase was primarily due to a significant
increase in operating projects of our business units and direct investments in co-development projects in the period,
as shown below:
Investment (R$ Thousand)
Total Business Units
Goldfarb
CHL
Year ended
December 31, 2009
December 31, 2008
Gross
Gross
Capital
Revenue pro
Revenue pro
Stock
rata PDG
rata PDG
Participatio
Total of
Participatio
Total of
(R$
(R$
n
projects
n
projects
Thousand)
Thousand)
n/a
1,297,780
209
n/a
864,505
114
100%
774,760
163
100%
518,143
83
100%
523,020
46
100%
346,362
31
Direct Co-Incorporation
n/a
748,595
37
n/a
409,577
35
TOTAL
n/a
2,046,375
246
n/a
1,274,082
149
Other operating revenue was derived principally from our malls portofolio, managed by our invested REP.
Such other operating revenue increased 73% from R$9.3 million for the year ended December 31, 2008, to
R$16 million in the same period in 2009.
Sales Taxes
Sales taxes increased 50.6%, from R$52.2 million in 2008 (representing 4.2% of our net operating revenue) to
R$78.6 million in 2009 (representing 4.0% of our net operating revenue). The increase is equal to the variation in
gross operating revenue in the same period.
As a result of the foregoing, our net operating revenue increased 61.1%, from R$1,231.2 million in 2008 to
R$1,983.8 million in 2009.
Cost of Properties Sold
Cost of properties sold increased 76.5%, from R$797.8 million in 2008 (representing 64.8% of our net
operating revenue) to R$1,407.8 million in 2009 (representing 71% of our net operating revenue). This
variation results from a mix of products (economic segment): in line with the strategy of sharpening our focus
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BZDB01 88044462.3 03-set-10 20:27
on lower-income customers, we are launching more projects for this class, which have structurally lower gross
margins.
As a result of the foregoing, our gross operating profit increased 32.9%, from R$433.3 million in 2008 (representing
35.2% of our net operating revenue) to R$576 million in 2009 (representing 29% of our net operating revenue).
Net operating expenses reduced 6.8%, from R$188.3 million in 2008 to R$176.3 million in 2009, as detailed
below:
•
•
Business Expenses
Business expenses increased 22.2% from R$105.2 million in 2008 (representing 8.5% of our net operating
revenue) to R$128.6 million in the same period in 2009 (representing 6.5% of our net operating revenue).
This increase was due to the increase on launched projects, from 149 projects in 2008 to 246 projects in 2009.
Even though there was an increase on the balance during this analysis period, the percentage over the net
operating revenue reduced. This shows a gain of efficiency and an expense rationalization.
•
•
General and administrative expenses increased 16.8%, from R$95.4 million in 2008 (representing 7.7% of our
net operating revenue) to R$111.4 million in 2009 (representing 5.6% of our net operating revenue). This
variation is due to an increase in the number of employees of our Business Units Goldfarb and CHL,
attributable to organic growth. Despite the increase in general and administrative expenses for the period
analyzed, general and administrative expenses as a percentage of net operating revenue declined,
demonstrating efficiency gains and cost rationalization.
•
•
Financial Expenses and Income
Our net financial result increased from R$12.5 million in 2008 to R$52.8 million in 2009. This increase was
due to the average cash of 2009, which was superior to the average cash of 2008, due to the raisings of this
period.
Income before Income Tax and Social Contribution Taxes
As a result of the foregoing, income before income and social contribution taxes increased from R$245.1
million in 2008 to R$399.7 million in 2009.
Income Tax and Social Contribution Taxes
Income tax and social contribution expenses increased by 12.4%, from R$33.3 million in 2008 to R$37.4
million in 2009. This variation was due primarily to a decrease in the effective rate of income and social
contribution taxes as a result of our use of deductible expenses in a tax efficient manner for the Company.
Minority interest
Minority interest totaled a debit balance of R$31.5 million in 2008 and a credit balance of R$4.2 million in
2009. This variation was due to the fact that we acquired a 100% stake in Business Units Goldfarb and CHL.
The ownership interests in CHL Business Unit were 70%, in the year ended December 31, 2008.
Net Income in the period
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As a result of the foregoing, our net income increased by 85.3%, from R$182.5 in 2008 (representing 14.8% of
our net operating revenue) to R$338.1 million in 2009 (representing 17% of our net operating revenue).
Comparison of Key Balance Sheet - December 31, 2009 to December 31, 2008 Cash and Cash Equivalents
Our cash equivalents are represented by resources available primarily in bank accounts and our investments in the
short term and long term, for applications in first-tier banks. These accounts totaled R$1,101.0 million at December
31, 2009, representing 18.0% of our total assets at the time, compared with $ 256.4 million at December 31, 2008,
representing 7.9% of our total assets at that date (meaning an increase of 329.4%)A variation on this line is mainly
the third issuance of common shares held by the company in October 2009, totaled R$784 million dollars.
Accounts receivable
Our accounts receivable related to the short and long term correspond to claims arising from sales of property, in
which the value of contracts is updated according to their respective terms, and such credits recorded in proportion
to the cost incurred in relation to the total cost, with respect units not yet completed. These accounts totaled
R$2,509.4 million at December 31, 2009 (41.4% compared to our total assets at that date), compared to R$1,264.3
million at December 31, 2008 (38.9% of our total assets at that date), representing an increase of 98.5%. This
variation was due mainly to the high rise projects that the Company's operating on December 31, 2009 was 246
projects and operating on December 31, 2008 was 194 projects, with this increase in the portfolio of projects
culminated in a increase in revenues, and consequently an increase in the balance of accounts receivable.
Inventories of land and properties for sale
Our inventory of properties for sale on the short and long term represent land, buildings under construction and
units built. Such inventories totaled R$1,678.1 million in December 31, 2009 (representing 27.5% of our total
assets at that date), while the value registered in December 31, 2008 was R$1,056.0 million (representing 32.5
% of our total assets at that date), representing an increase of 58.9%. This variation was due to the increase of our
land inventory and purchasing new SPEs, which is in line with the movement of our land bank, release and sales of
the period.
Our expenses to be recognized are represented primarily by values with deferred expenses in selling expenses
related to our endeavors. Such deferred expenses totaled R$19.6 million at December 31, 2009 (0.3% of our total
assets at that date), compared with $ 20.5 million at December 31, 2008 (0.6% of our assets total at that date),
representing a decrease of 4.1%. This reduction relates to commercial deferred expenses, which, with the
implementation of Law 11.638/07, had their balances adjusted and only the expenses related to commercial stands
were activated in the line of fixed assets.
Fixed Assets
Fixed assets totaled R$82.3 million at December 31, 2009 (representing 1.3% of total assets), against R$75.7
million at December 31, 2008 (representing 2.3% of total assets); increase of representing a £ 6.6 million as
mentioned in the previous section, this increase relates to costs of sales stands activated under this heading in
accordance with the methodology of Law 11.638/07.
Loans and Debentures
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Our loans and debentures for the short and long term totaled R$1,505.9 million on December 31, 2009, compared
to $ 866.8 million on December 31, 2008, respectively, 24.7% and 26 7% of our total liabilities, representing an
increase of 73.7%. This variation is due to the necessity of fundings of new enterprises and capital caption to de
acquire more lands. The amount of projects launched was 149 in 2008 against 246 in 2009.
This account represents obligations for purchase of land for the merger, both in current liabilities as current
liabilities in the long run. Our obligations for property acquisitions totaled R$694.4 million at December 31,
2009 (11.4% of our total liabilities at that date), compared with $ 320 million in a December 31, 2008 (9.9 % of
our total liabilities at that date), representing an increase of 116.4%. This increase was due to the increase of our
land inventory.
This account is represented by amounts received from purchasers of units, but not yet recognized as receivables by
the Company in accordance with the criteria set out in Resolution CFC 963/03. The bill totaled R$179.8 million at
December 31, 2009 (2.9% of our total liabilities at that date), compared with R$61.2 million at December 31, 2008
(1.9% of our total liabilities at that date), which meant an increase of 193.7%. This increase was due primarily to
higher volume of securitized portfolios of projects which are not performed. This event generates a great
evolution of the balance of this item.
Net worth
Our net worth totaled R$2,940.8 million for the year ended December 31, 2009 (48.1% of our total liabilities at that
date) compared to R$1,476.4 million for the year ended December 31, 2008 (45.5% of our total liabilities at that
date). This increase resulted primarily from capital increase as a function of: (i) conversion of part of the
debentures of the 2nd Issuance of Debentures which generated an increase of approximately R$70.0 million, (ii)
undistributed net income generated during the last period, and (iii) the 3rd offering of common shares which
amounted to a primary capture of R$784 million.
Comparison of the Years Ended December 2008 and 2007
Gross operating revenue increased 123.8%, from R$573.5 million for the year ended December 31, 2007 to
R$1,283.3 million in the same period in 2008, due to a significant increase in the number of projects of our
business units launched and direct participations in cooperation’s projects, as the table below.
Our gross revenue for the periods below was composed as follows:
Thousand R$
Real estate sales
Other Operational Revenues
Fiscal year ended 31 December,
2008
2007
1,274,082
563,441
9,270
10,132
1,283,352
573,573
Real Property Sales
Our gross operating revenues from real property sales increased 126.1% from R$563.4 million for the year ended
December 31, 2007 to R$1,274.1 million in the same period in 2008, due to the increase in the number of projects we
launched.
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The table below shows gross operating revenue from our real property sales from Business Units and direct
investments in co-development projects:
Investment
Total business units
Goldfarb (1)
CHL (2)
Fiscal year ended December 31,
2008
Capital
Gross revenue pro
Capital
Stock
rata PDG
Total
Stock
Participation
(Thousand R$)
projects
Participation
n/a
864,505
114
n/a
100%
518,143
83
80%
100%
346,362
31
70%
2007
Gross revenue pro
rata PDG
Total
(Thousand R$)
projects
254,942
60
236,136
46
18,806
14
Direct investments with co-incorporation
n/a
409,577
35
n/a
308,499
24
TOTAL
n/a
1,274,082
149
n/a
563,441
84
(1)
Subsidiary fully consolidated in 2008 and 2009
(2)
Subsidiary proportionally consolidated in 2007 and fully in 2008
Our other operating revenue results primarily from the revenue from the rental of a property located in Avenida
Chile, 230, Rio de Janeiro, estate of Rio de Janeiro, and from the revenue from construction management fees
earned by Goldfarb in co-development projects. Such other operating revenue reduced 7,9% from R$10.1 million
for the year ended December 31, 2007, to R$9.3 million in the same period in 2008.
Sales Taxes
Sales taxes increased 142.1%, from R$21.6 million for the year ended December 31, 2007 (representing 3.9% of our net
operating revenue) to R$52.2 million in the same period in 2008 (representing 4.2% of our net operating revenue). The
increase is related to the increase in gross operating revenue when comparing the two periods. The increase of taxes over
sales was bigger than the variation of net revenue, due to the significant increase of service and properties rental
revenues. The aliquot in the assumed profit method is superior than the aliquot, also in the assumed profit method, of
net revenue of real estate sales.
As a result of the foregoing, our net operating revenue increased 123%, from R$552 million for the year ended
December 31, 2007 to R$1,231.2 million in the same period in 2008.
Cost of Properties Sold
Cost of properties sold increased 124.5%, from R$355,3 million for the year ended December 31. 2007
(representing 64.4% of our net operating revenue) to R$797.8 million in the same period in 2008 (representing
64.8% of our net operating revenue). The increase was due to:
(i) Capitalized interest: due to the enactment of Law No. 11,638/07, we began recording all
capitalized interest arising from financing and working capital debts under cost of properties sold,
starting in the fourth quarter of 2008. Since cost of Units sold in 2007 does not include adjustments
resulting from Law No. 11,638107, we noted an increase of R$18.9 million in cost of properties sold
for December 31, 2008 (representing 1.5% of our net operating revenue); and
(ii) A significant increase in the number of projects from 84 projects launched during 2007 to 149
projects launched during 2008.
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As a result of the foregoing, our gross operating profit increased 120.3%, from R$196.7 million for the year
ended December 31, 2007 (representing 35.6% of our net operating revenue) to R$433.3 million in the same
period in 2008 (representing 35.2% of our net operating revenue).
Operating expenses increased 117.7%, from R$86.5 million for the year ended December 31, 2007 to R$188.3
million in the same period in 2008, due to the following:
•
Business Expenses
(i) Our business expenses increased 285.3%, from R$27.3 million for the year ended December 31, 2007
(representing 4.9% of our net operating revenue) to R$105.2 million in the same period in 2008 (representing
8.5% of our net operating revenue), due to (i) introduction of law 11.638/07, where only sales stands are
activated and depreciated according to the project’s useful life (all of others sales projects expenses are
accounted as its performance and not activated and no longer depreciated (television, pamphlets, newspaper’s
expenses, among others)), and (ii) increase of projects launched in the period, with 84 projects launched in
December 31, 2009, as for 149 projects launched in December 31, 2008.
•
General and administrative expenses increased by 130.8%, from R$41.3 million for the year ended December
31, 2007 (representing 7.5% of our net operating revenue) to R$95.4 million in the same period in 2008
(representing 7.5% of our net operating revenue). This increase is mainly due to: (i) an increase of the number
of Company’s employees and of its Business Units Goldfarb’s and CHL, in connection with operation’s
growth and (ii) the effect of the recognition of expenses compensation for share options in accordance with
the introduction of the law 11.638/07.
•
Tax Expenses
Tax expenses increased from R$1.0 million for the year ended December 31, 2007 (representing 0.2% of our
net operating revenue) to R$2.6 million in the same period in 2008 (representing 0.2% of our net operating
revenue), due mainly to an increase in our financial transactions, in connection with the growth of our
activities.
•
Financial Expenses and Income
Financial result has gone from a financial expense of R$36.2 million for the year ended December 31, 2007 to
a financial income of R$12.5 million in the same period in 2008. The increase was due to interest on financing
and working capital debts, which was allocated to cost of properties sold for the nine-month period ended
September 30, 2009 as required by Law No. 11,638/07. See "-Financial Information- Cost of Properties Sold."
•
Expenses with Goodwill Amortization
Our expenses with amortization of goodwill increased from R$15.4 million for the year ended December 31.
2007 (representing 2.8% of our net operating revenue) to R$28.2 million in the same period in 2008
(representing 2.3% of our net operating revenue), an increase of 83.1%. This variation is primarily due to
goodwill resulting from the increased participation in our subsidiaries Goldfarb and CHL, for the year ended
December 31, 2007 and 2008
•
Others
Other income increased from R$11.1 million for the year ended December 31, 2007 (representing 2.0% of our
net operating revenue) compared to a gain of R$15.2 million in the same period in 2008 (representing 1.2% of
our net operating revenue). This was the result of a gain on negative goodwill from purchases of interests in
special purpose vehicles.
Income before income tax and social contribution
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As a result of the foregoing, income before income and social contribution taxes increased 99.6%, from R$122.8
million for the year ended December 31, 2007 to R$245.1 million in the same period in 2007.
Minority Interest
Minority interest was R$18.1 million for the year ended December 31, 2007 (representing 3.3% of net operating
revenue) and R$31.5 million in the same period in 2008 (representing 2.6% of net operating revenue). This
variation was due largely to an increase in net income of Goldfarb’s and CHL’s business units, which were
proportionately consolidated subsidiaries in 2007.
Income and Social Contribution
Income and social contribution tax expenses increased 74.4%, from R$19.1 million for the year ended
December 31, 2007 to R$33.3 million in the same period in 2008. This variation was due primarily to a
decrease in the effective rate of income and social contribution taxes as a result of our use of deductible
expenses on a tax efficient manner for the Company.
Net Income
As a result of the foregoing, net income increased 156.4%, from R$71.2 million for the year ended December 3I,
2007 (representing 12.9% of our net operating revenue) to R$182.5 million in the same period in 2008
(representing 14.8% of our net operating revenue).
Comparison of Balance Sheet - December 31, 2008 to December 31, 2007
Available Cash and investments
Our available cash in the short term are represented by investments in first-tier banks. These accounts totaled
R$256.4 million in the fiscal year ended December 31, 2008, representing 7.9% of our total assets at the time,
compared with $ 716.4 million in the fiscal year ended December 31, 2007, representing 28.0% of total assets at
the time, which meant a reduction of 64.2%. A variation on this line is mainly due to the amounts received by the
Company during the year 2007 as the primary public distributions of shares held in January and October 2007 and
January issuances of debentures, held in July 2007.
Accounts receivable
This account on the short and long term corresponds to claims arising from sales of Units in which the value of
contracts is updated according to their respective terms, and such credits recorded in proportion to the cost
incurred in relation to the total cost, with respect to Units not yet completed. Our accounts receivable totaled
R$1,264.3 million for the year ended December 31, 2008 (38.9% of our total assets at that date) to R$575.0
million for the year ended December 31, 2007 (22.4% of our total assets at that date), representing an increase of
119.9%. This increase was due to the significant increase in sales and the progress of works of real estate projects
launched in the years 2007 and 2008.
Land bank and properties for sale
Our inventory of properties for sale on the short and long term represent land, buildings under construction and Units
built. These stocks totaled R$1,056.0 million for the year ended December 31, 2008 (32.5% of our total assets at that
date), compared with R$820.5 million in the fiscal year ended December 31, 2007 (32.0% of our total assets at that
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BZDB01 88044462.3 03-set-10 20:27
date), representing an increase of 28.7%. This increase was due to higher number of real estate projects launched and
land acquisition.
Our expenditure to be appropriated for the short term are basically represented by values in deferred expenses
with business expenses related to our endeavors. Such deferred expenses totaled R$20.5 million for the year
ended December 31, 2008 (0.6% of our total assets at that date), compared with R$23.4 million in the fiscal
year ended December 31, 2007 ( 0.9% of our total assets at that date), representing a decrease of 9.7%. This
reduction relates to commercial costs deferred, which with the implementation of Law 11.638/07, had their
balances adjusted and only the expenses related to commercial stands were activated in the line of fixed
assets.
Fixed assets
The fixed assets totaled R$75.7 million for the year ended December 31, 2008 (representing 2.3% of total
assets), against R$5.0 million for the year ended December 31, 2007 (representing 0.2 % of total assets),
representing an increase of 1,417.8%. As mentioned in the previous section, this increase relates to costs of
sales stands activated under this heading in accordance with the Law 11.638/07.
Loans, financings and debentures
Our loans, financing and debentures for the short and long term totaled R$866.8 million at December 31, 2008
(26.7% of our total liabilities), represented by loans, financing and debentures hired by some of our Subsidiaries.
We found a large variation in this line, and the balance in the fiscal year ended December 31, 2007 was R$490.9
million (19.1% of our total liabilities at that date). This increase is due to the need for funding of new ventures in
its portfolio and raising capital for buying new land.
This account represents obligations for purchase of land for incorporation, both in current liabilities as current
liabilities in the long run. The total balance on those items classified in the fiscal year ended December 31, 2008
was R$320.9 million (9.9% of our total liabilities at that date), compared to R$368.2 million for the year ended
December 31, 2007 (14.4% of our total liabilities at that date), representing a decrease of 12.8%. This reduction
relates to the stability of our land bank with the main motion to pay the creditors of land.
Are represented by amounts received from purchasers of Units, but not yet recognized as receivables by the
Company in accordance with the criteria in Resolution CFC 963/03 and Standard Accounting OCPC 01/08. This
account amounted to R$61 million in the second fiscal year ended December 31, 2008 (1.9% of our total liabilities at
that date), compared with R$11.2 million in the fiscal year ended December 31, 2007 (0.4% of our total liabilities at
that date), which meant an increase of 445.6%. This increase relates to increased receipts from customers, and a
larger number of projects launched during the year 2008.
Net worth
Our shareholders' equity totaled R$1,476.4 million at December 31, 2008 (45.5% of our total liabilities at that date),
compared to R$1,349.7 million at December 31, 2007 (52.7% of our total liabilities at that date), representing an
increase of 9.4%. This increase was due to undistributed profits recorded by the Company during the year 2008.
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Net Working Capital Considerations
Our working capital as of March 31, 2010 was R$1,752.4 million, an increase of 70.8% from R$1,025.8 million
as of March 31, 2009. This increase is related to the bigger available cash after the 3rd Shares Issuance.
Liquidity and Capital Resources
Our principal sources of liquidity are the cash generated by our operations and the loans and financings we obtain
through our subsidiaries, which are usually secured by receivables from our customers, mortgages on units or
guarantees provided by the partners of the special purpose vehicles. Financing and the efficient management of
cash flows are essential for our long-term activities. We have been able to finance our activities primarily with
the sale of our residential units. We seek to reduce our cash exposure for each real estate development through
the adoption of the following strategies: (i) formation of joint ventures with other real estate developers, (ii)
financing of land acquisitions by granting the seller a number of residential units to be constructed on such land
or a percentage of the sale of such units and (iii) financing of construction with funds obtained from SFH. We
believe these sources, together with the proceeds from the primary portion of the offering, will be sufficient to
meet our needs for funds for investments, repayment of indebtedness and working capital.
We systematically review new investment and business opportunities to be carried out either through our
Subsidiaries or joint ventures with other real estate developers. We generally consider financing such
investments with our working capital reserves or current account receivables, cash flows resulting from our
ordinary operations and transactions, funds derived from the issuance of new debt instruments, capital
increases or from the combination of any of the foregoing mechanisms.
Sources and Use of Proceeds
We generally rely on the cash flow derived from our operating activities to generate working capital resources and
finance our investments and operating activities. Nevertheless, in 2009 we issued non convertible debentures and
made the 3rd Issuance of common shares, which raised approximately R$300.0 million and R$784 million,
respectively. In 2007, we were also benefited from the funds received as a result of two public offerings of our
common shares conducted in January and October. During such period we had a positive cash flow and we continue
using the funds received in the public offerings to implement our strategic plan for investments. For the years ended
December 31, 2006, 2007, 2008 and 2009, our operational cash flow was positive.
From our financed sales to customers, we received an average of 30.0% of the price of our residential units by the
time construction is completed and the remaining 70.0% after construction is completed (normally within five to
ten years). Loans are generally adjusted during the construction period based on the monthly INCC index. After
delivery of residential units, we encourage our customers to finance the balance of the purchase price of their
Units with financial institutions. If the customer obtains such financing, we receive the total outstanding amount
directly from the financial institution, which becomes the secured creditor of our customer. In the event the
customer is not able to raise the funds with any financial institution, or in the specific cases in which we decide to
grant an alternative form of financing to our customer, we will continue to finance the acquisition of the unit
based on variation of the IGP-M index plus an annual interest rate of 12.0%. In such cases, we may choose to
securitize our receivables or keep the customer loan until it is fully repaid.
Specifically with respect to the financing granted to our customers, receivables are generally adjusted as follows:
(i) during the construction period, by the INCC index, and (ii) after the appropriate residential permits are
granted, by an annual interest rate of 12% plus the variation of the IGP-M index.
Cash Flow
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Comparing December 31, 2008 to December 31, 2007, it is clear that we have a smaller cash inflow in the tine
"Financing Activities," resulting from the market business carried out during the year 2007, since we have had
none during 2008. In terms of cash outflow. the significant increase of projects launched (149 projects launched
during 2008, against 84 projects launched during 2007), resulted in a higher consumption of the available funds.
When we compare the year ended December 31, 2009 with December 31, 2008, we observe an increase in the
cash inflow in the line "Financing Activities." This variation is principally due to the 3rd public offering of
common shares, occurred in October 2009, which represented a cash inflow of approximately R$784 million and
the 3rd issuance of debentures, occurred in September 2009, which represented a cash inflow of R$300 million.
Comparing June 30, 2010 to June 30, 2009, it is clear that we have an increase on all lines, what can be primarily
explained by the incorporation of Agre’s activities. In the line “Operational Activities”, we observe an increase in
the accounts receivables and in the inventory of properties for sale as a result of the large land bank from Agre. In
the heading of “Investment Activities” we had an increase due to the great goodwill arising from the acquisition
of some investee of Agre and even from the incorporation of Agre by PDG. In the heading “Financing
Activities”, the increase is a result of the high indebtness of Agre, in addition to the capital increase in the end of
2009, with the 3rd Issuance of Debentures and the 3rd public offering of shares explained before.
The table below show our cash flow for these periods:
In thousands of R$
Initial Cash Flow
(+) Operational Activities
(-) Investment Activities
Semester Ended in
June 30,
2010
2009
Fiscal Year Ended in
December, 31st of
2009
2008
2007
1.100.979
(3.791.814)
(729.907)
256.428
(345.596)
(28.655)
256.428
(840.550)
26.558
716.381
(634.244)
(136.484)
37.935
(600.557)
(164.233)
(+) Financing Activities
4.522.695
480.640
1.658.543
310.775
1.443.236
Final Cash Flow
1.101.953
362.817
1.100.979
256.428
716.381
Investments
We have not made significant investments in fixed assets. The lands acquired for real estate development, as
well as our Units in inventory, are recorded in our consolidated balance sheet, as "Properties for Sale" in our
current assets and are not part of our fixed assists.
The main investments made by our subsidiaries generally refer to our core business activities and consist of
acquisition of land for real estate developments and future sale of Units. Our operations are concentrated in the
states of Sao Paulo, Rio de Janeiro, Bahia, Paraná, Santa Catarina and Espirito Santo. In all these States, especially
in São Paulo and Rio de Janeiro, we have large competitors, such as Cyrela Brazil Realty S.A. Empreendimentos e
Participações, Rossi Residencial S.A., MRV Engenharia e Participações S.A. and Gafisa S.A.
In 2007, our subsidiary Goldfarb launched the product "More Melhor" (Live Better) designed to the lowermiddle class (sale price between R$60,000 and R$150,000). This product is composed of practical projects,
modern architecture and large leisure facilities that give priority to the comfort of its customers. With this
product, which is totally financed by financial institutions and has favorable payment conditions, we expect to
reach the consumer class in which the housing deficit is concentrated.
Goldfarb has also engaged in the project Planet Life, which is focused on sustainability and environmental
concerns. This project comprises studies for improvement of our real estate projects with respect to energy
savings, reuse of water, reduction of environmental impact, reduction of greenhouse emissions and others.
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Training courses are delivered to employees and collaborators to save office supplies, recycle materials and other
initiatives.
Financial Capacity
We believe that our current reserves, along with funds expected to be generated from operations, will be sufficient
to meet our working capital needs and financial obligations.
We presented in the last three fiscal years an Adjusted EBITDA average margin of 27.4% and a cash flow of
R$98.8 million.
We present an analysis of liquidity of the Company at June 30, 2010, as described below:
Liquidity (In thousands of R$)
Availability and applications
Indebtedness
Certain Debt
Net Worth
Debt / Net Worth
Certain Debt / Net Worth
1.120,2
(3.710,3)
2.590,1
5.613,2
66,1%
46,1%
Indebtness
We raise loans to the extent necessary and preferably through the SFH, which charges lower interest rates than
private financial institutions. We intend to maintain our strategy of low indebtedness and also seek alternatives to
reduce our exposure to risks associated with potential variation of foreign exchange and interest rates.
As of June 30, 2010, the total amount of our outstanding loans, financing and debentures related to the short and long
term was R$3,710.3 million, an increase of 190.5% from R$1,277.4 million as of June 30, 2009, resulting from our
capital needs to pursue new developments and the incorporation of Agre. As of the year ended December 31, 2009,
the balance of loans, financing and debentures related to the short and long term, was R$1,505.9 million, an increase
of 73.7% from the R$866.9 million as of December 31, 2008, also resulting from our developments increase. As of
December 31, 2007, the total amount of our outstanding loans, debentures and financing related to the short and long
term was R$490.9 million
The table below sets forth our indebtedness as of June 30, 2010:
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INDEBTNESS PROFILE
(R$ thousands)
Debêntures KS - 1ª S. 1ª Emissão
Saldo atual:
41,736
Indexador:
CDI
Juros ao ano:
3.00%
Banco Coordenador:
Itau BBA
Duration:
20 meses
Coupon:
Semestral (Fev/Ago)
Principal em 7 parcelas semestrais a partir de ago/10
Debêntures KS - 2ª S. 1ª Emissão
Saldo atual:
229,892
Indexador:
IPCA
Juros ao ano:
13.40%
Banco Coordenador:
Itau BBA
Duration:
20 meses
Coupon:
Anual (Ago)
Principal em 4 parcelas anuais a partir de ago/10
Debêntures KS - 2ª Emissão
Saldo atual:
254,956
Indexador:
CDI
Juros ao ano:
3.00%
Banco Coordenador:
Itau BBA
Duration:
22 meses
Coupon:
Semestral (Jul/Out)
Principal em 5 parcelas semestrais a partir de Abr/11
Debêntures - 1ª Emissão
Saldo atual:
260,684
Indexador:
CDI
Juros ao ano:
0.90%
Banco Coordenador:
Bradesco BBI
Duration:
31 meses
Coupon:
Semestral (Jan/Jul)
Principal em 4 parcelas anuais a partir de jul/11
Debêntures - 3ª Emissão
Saldo atual:
308,221
Indexador:
TR
Juros ao ano:
10.45%
Banco Coordenador:
Itau BBA
Duration:
39 meses
Coupon:
Semestral (Set/Mar)
Principal em 5 parcelas semestrais a partir de set/12
Capital de Giro
Saldo atual:
Indexador:
Juros ao ano:
Credor:
Duration:
SFH
Saldo atual:
Indexador:
Juros médios ao ano:
Credor:
Duration:
Consolidado por Credor
Total:
Debênture
Bradesco
Santander
Itaú Unibanco
HSBC
Outros
1,165,533
CDI
2.10%
Diversos
20 meses
3,710,259
29.53%
15.13%
14.44%
13.90%
7.08%
19.93%
Consolidado por Índice
Total:
CDI
TR
Outros
Duration:
1,449,237
TR
10.77%
Diversos
10 meses
3,710,259
43.76%
48.02%
8.22%
19 meses
Below is the schedule of payments of our debts, excluding debts of SFH.
Dívida (exclui SFH e parcerias em projetos - já contemplados no fluxo das SPE's) - cronograma pós 2T10 e saldo devedor no fim do período (R$mil)
2,000,000
Debêntures Klabin Segall (Quitadas)
Principal
1,800,000
500,000
Saldo Devedor
400,000
1,400,000
1,200,000
300,000
1,000,000
800,000
200,000
600,000
400,000
100,000
200,000
0
-
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BZDB01 88044462.3 03-set-10 20:27
Amortizações
Principal - Saldo Devedor
1,600,000
The following chart shows the indebtness of the Company as of March 31, 2010:
Liquidez (R$ mil)
2T10
Disponibilidade e aplicações
Endividamento
Dívida Líquida
1,120,213
(3,710,259)
2,590,046
Patrimônio líquido
5,613,164
Dívida / PL
Dívida Líquida / PL
66.1%
46.1%
Usually the Company and its Subsidiaries bestow the following guarantees in the financing operations and lending:
(i) mortgage of land, (ii) pledge or fiduciary assignment of receivables from the sale of Units, and (iii) personal
security of members of SPE to the project funding agent.
Financial Capacity
We believe that our current reserves, along with funds expected to be generated from operations, will be sufficient to
meet our working capital need and financial obligations.
We presented in the last three fiscal years an Adjusted EBITDA margin of 27.4% and a cash flow of R$98,8 million.
We present an analysis of liquidity of the Company at June 30, 2010, as described below:
Liquidity (In R$ thousands)
Availability and applications
Indebtness
Net Debt
Net Worth
Debt / Net Worth
Debt Worth / Net Worth
1.120,2
(3.710,3)
2.590,1
5.613,2
66,1%
46,1%
Contractual Obligations
The table below summarizes the due dates of our material contractual obligations as of June 30, 2010, which are
composed of obligations resulting from financing, loans, debentures and the acquisition of land. The loans, financing
and debentures are adjusted by the CDI plus interest that varies from 0.9% per year to 3.0% per year, or adjusted by
the TR plus an average interest of 10.5% to 10.8% per year. The majority of accounts payable for the acquisition of
land are adjusted by the IGP-M.
Payments of the principal by period
Inferior
1 to 2
2 to 3
Payable for land acquisition (1)
3.710
929
to 1 year
1.787
643
years
511
32
years
528
71
Superior
to 3
years
884
183
Total
4.638
2.430
543
599
1.066
Total
In R$million
Financing, loans and debentures
(1)
Accounts payable for acquisition of land acquired over time. Does not include land
acquired through exchange.
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In addition to the contractual obligations set forth in the table above, we also have contractual obligations
referring to: (i) repayment of certain taxes pursuant to the Special Program for Payment of Taxes in Installments
(Programa de Parcelamento Especial), or PAES; and (ii) acquisition of land to be used in the development of
real estate projects. As of March 31, 2010, we had an outstanding balance of R$580.1 million from property
acquisition. 95.1% must to be paid by 2013.
Most of our accounts to pay are adjusted by the INCC or IGP-M indexes plus annual interest rate that vary from
6% to 12.0%.
Transactions not recorded in the Financial Statements
On June 30, 2010, we did not have any operations or obligations not recorded in our financial statements. We
do not have Subsidiaries not included in our consolidated financial statements, nor do we have any interests in
or relationships with any special-purpose entities that are not reflected in our consolidated financial statements.
Transactions not Reflected in Financial Statements
There was no release or disposal of the Company's operating segments is not reflected in financial statements.
There was no acquisition or disposal of equity interest not reflected in financial statements. There was no
unusual event or transaction is not reflected in financial statements.
There are no assets and liabilities held by the Company that do not appear on its balance sheet. According to
Corporate law in force, the deferred income (REF) of the Company and its subsidiaries and affiliates, is not
shown and / or recorded in the statutory financial statements and consolidated. Only registered and are
evidenced in the accounting tax balance sheets, which are generated each month for tax purposes. For more
information, check the notes in the financial statements of the Company.
Accounting Practices
The main changes introduced by Law 11.638/97 and Provisional Measure No. 449 applicable to the Company's
accounting practices for fiscal years 2007, 2008 and 2009 were:
•
•
•
•
Compulsory registration in property rights that have tangible assets for maintaining the
Company's activities, including those arising from leases classified as capital leases;
Requirement that investments in financial instruments are recorded: (i) at market value or
equivalent value in the case of applications for trading or available for sale, (ii) at cost of
acquisition or issuance price, updated as legal or contractual provisions, adjusted for the likely
realizable value, when it is lower in the case of applications that will be held until the maturity
date, and (iii) at amortized cost, loans and financing and accounts receivable.
Elimination of presentation rubric of "non-operating income" in demonstration of the result, and
Replacement of the statement of sources and uses of funds by the statement of cash flows.
Accounting procedures adopted in Brazil have specific rules for companies in the sector of real estate market,
especially in the context of ownership of the sales result. These criteria were established by the Federal
Accounting Council (CFC) in May 2003, and are used by us as the basis for the appropriation of our results,
where forward sale of units not yet completed, as described in detail below. In the case of incorporations whose
works were started from January 1, 2004, we appropriated the result based on the scheme of costs incurred in
relation to the total cost budgeted. In the case of sales of units already completed, the recipes are appropriate at
the time the sale is consummated, regardless of the deadline for receipt of the contracted value. On December
17, 2008, approved the guidance OCPC - 01 which deals with Entities and Real Estate Development was
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aimed to standardize and clarify issuances that generated doubts about the accounting practices adopted by
companies, real estate development. The main rules changes that impacted on the criteria above statements
have been discussed and are detailed in our notes to financial statements of December 31, 2009, mainly in Item
2 - Presentation of Financial statements and key accounting practices.
Additionally, the Company records its allowances for contingencies in accordance with the classification of its
legal counsel, following the legal criteria. With regard to tax credits the Company performs the activation of
such credits as approved annual review by the Board in relation to projected use of such credits.
As a general rule, in the preparation of financial statements are assumptions adopted for the recognition of the
estimates for records of assets, liabilities and other operations such as provisions for contingencies mentioned
here, allowance for doubtful accounts, provision for cancellations, useful life of fixed assets, percentage of
progress of work, the result of real estate development and sale of property and income tax on current and
deferred income, classification of short and long term, among others. The directors and key executives of the
Company monitor and periodically review these estimates and assumptions so that the values of these are
always as close as possible to the actual values resulting from the Company's operations.
Quantitative and Qualitative Analysis of Market Risks
We are exposed to market risks related to our operating activities. Among the main risks that we are exposed to, we
cite the following.
Interest Rate Risk
The majority of our costs and our entire portfolio of unfinished projects are updated by the INCC index. The
increase of one percentage point in such index in the quarter ended June 30, 2010 would represent a decrease
of R$15.4 million in our net income for the second quarter of 2010.
All of our financial investments and approximately 43.8% of our total indebtedness bear interest at a rate adjusted
by the CDI. An increase of one percentage point in the average rate of the CDI for the quarter ended June 30,
2010 would represent an increase of R$5.7 million in our net income for the quarter ended June 30, 2010.
Liquidity Risk
We seek to avoid liquidity risks by keeping an effective management of cash flows, supported by a solid capital
structure and adequate levels of leveraging. In addition, our management constantly monitors our assets and
liability positions.
Inputs Price Risk
The costs of our Units are directly influenced by the costs of raw materials used in our constructions, such as
cement and steel. Generally, an increase in the price of such materials would lead to a proportional increase in
the costs of our Units.
Relevant Subsequent Events that are not Considered in the Financial Statements
Issuance of Promissory Note
In July 13, 2010, the Company, according to Resolution CVM No. 358 of January 3, 2002, filed a Request for
Promissory Notes of the 1st Issuance of the Company, according to Resolution CVM No. 476 of January 16,
2009, before CETIP S.A. - Balcão Organizado de Ativos e Derivativos. The issuance will be composed of up to
10 (ten) promissory notes, with a face value of R$30.000, in a single series, totaling the amount of up to
R$300.000, with maturity of 150 (a hundred and fifty) days counted from the issuance date, with payment of
principal and interest in the maturity date of the promissory notes, as approved by the Board of Directors in
June 29, 2010.
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Issuance of Debentures
In August 10, 2010, the Board of Directors of the Company approved the 4th issuance of debentures, nonconvertible into shares, unsecured, according to Resolution CVM No. 476, of January 16, 2009, as may be
amended (“Resolution CVM 476”). The Company issued 280 (two hundred and eighty) debentures, nonconvertible into shares, with face value, ate the issuance date, of R$1,000 each, totaling an issuance of
R$280,000, with maturity in August 10, 2016.
As from the issuance date, the debentures will receive a consideration corresponding to the accrued variation
of the average daily rates of DI (interbank deposits) in a day, Over Extra-Group, plus surcharge of 2.40% per
year, based on 252 (two hundred fifty two) business days, calculated and published daily by CETIP, in an
exponential and cumulative basis, pro rata per business day, upon the Face Value of Debentures non
amortized, as from the issuance date or the date of payment of the last Consideration. The payment of
interests shall be made quarterly as from November 10, 2010 and the principal shall be amortized into
16 (sixteen) quarterly installments, equal and consecutive, as from November 10, 2012.
CRI Issuance
In July 26, 2010, the Board of Directors of the Company approved the Second Series of the Second Issuance
of Certificates of Real Estate Receivables (CRIs) based on real estate credits resulting from the trade of
residential and commercial units, with the following characteristics:
Issuance Date Maturity Date Series Issuance Quantity Face Value Total Issuance Value
08/05/2010
08/07/2013
2nd
2nd
89
1.000
89.000
The CRIs will receive interest equal to: (i) the monetary restatement of the Reference Rate, whose maturity
will be every fifth day of each month, and (ii) interest of 9.4% (nine point four per cent) per year, capitalized
daily on a exponential and pro-rata cumulative basis, based on a year with 360 days. The value of principal
and interests shall be amortized twice a year as from February 9, 2011 until the CRIs’ maturity date, in
August 7, 2013.
The primary distribution of the CRIs will be public, in over-the-counter market, with intermediation of entity
from the securities distribution system, through the CETIP 21, managed by the CETIP S.A. - Balcão
Organizado de Ativos e Derivativos (“CETIP”), with other securities under custody of CETIP. The Lead
Manager will perform the placement of CRI among the interested qualified investors, at its sole discretion,
subject to Resolution CVM No. 476, of January 16, 2009. The CRIs shall not be written by more than 20
(twenty) investors, as provided in Resolution CVM No. 476. As a public offer with restricted efforts of
distribution, the Issuance will not be filed in the CVM, in accordance with Resolution CVM No. 476.
Operation Results
Over the quarter ended March 31, 2010 our revenues raised primarily from the development and sale of units
of our residential real estate. Also, we received a smaller portion of our revenue from the leasing of real estate
registered under "Other Operating Revenues" due largely to the rental of stores from developments of our
subsidiary REP.
The gross revenue from sales of property accounting is appropriate according to the evolution of the financial
cost of construction of the project, or even that we have already sold all the real estate development, income
from development and sale of Units is recorded according to the percentage of completeness of work. On this
basis, the main factors that influenced the balance of gross revenue over the quarter ended March 31, 2010 were
the sale of units and the financial advancement of the costs of their respective projects.
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Most of our receivables portfolio (approximately 75.9% of our total portfolio at March 31, 2010) is updated by
INCC, this being the main index on our gross revenue. As mentioned in item (c) of section 5.2 of this form, we
use some strategies to minimize impact on the variation of this index on our revenues. We emphasize that we do
not have relevant revenue in foreign currency.
The main indexing rates present in our business plan are the INCC and the CDI:
a.
INCC: most of our costs and our entire portfolio of projects not completed receipts are updated by this
index. An increase of one percentage point at this rate during the quarter ended June 30, 2010, would
represent a decrease in net income of the Company of R$15.4 million in second quarter of 2010.
b.
CDI: All of our investments and approximately 43.8% of our total debt are linked to the CDI. An
increase of one percentage point over the average rate of CDI's three-month period ended June 30, 2010,
would represent an increase in Net Income of the Company of R$5.7 million in second quarter of 2010.
c.
Exchange rates: The Company has no debts or receivables denominated in foreign currency.
Additionally, none of the relevant costs of the Company is denominated in foreign currency.
Internal controls
We understand that the internal procedures and systems for preparation of financial statements are sufficient to
ensure the efficiency and accuracy. Given the accelerated growth of the Company and the format of
development of our real estate projects through special-purpose entities, the Company decided to deploy the
SAP system management information in order to improve its internal controls. The beginning of the SAP
System in the Company is scheduled for the beginning of the second quarter of 2010.
Additionally, from the year 2009, certain subsidiaries of the Company created internal audit department, which
has as main objective to ensure that operationally the Company maintains quality standards and controls that
will contribute to the continued improvement of preparation of financial statements of the Company.
There are no weaknesses and recommendations on internal controls in the report of the independent auditor.
There is no chance of redemption of shares of the Company other than provided by law.
10.2.
The directors should comment about
a. Results of the Company’s operations, in particular:
i.
Description of any major components of revenue
Over the fiscal years ended December 31, 2006, 2007, 2008, 2009 and during the quarter ended March 31, 2010, our
revenues are primarily due to development and sales of units of our residential real estate. Moreover, as described in
item b of section 7.2, this form, received a smaller portion of our revenue from the leasing of real estate registered
under "Other Operating Revenues" due largely to the activities of letting of shops developments of our subsidiary
REP.
ii.
factors that materially affected the operating results
Gross revenue from sales of property accounting is appropriate according to the evolution of the financial cost of
construction of the project, or even that we have already sold all the real estate development, income from
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BZDB01 88044462.3 03-set-10 20:27
development and sale of units is recorded according to the percentage of completeness of work. On this basis, the
main factors that influenced the balance of gross revenue over fiscal years ended December 31, 2007, 2008, 2009
and over the quarter ended March 31, 2010, were sales of units, and advance financial costs of their projects.
b. Variations in revenue attributable to changes in prices, exchange rates, inflation, changes in volumes and
introduction of new products and services
Most of our receivables portfolio (approximately 75.9% of our total portfolio at March 31, 2010) is updated by
INCC, this being the main index on our gross revenue. As mentioned in item (c) of section 5.2 of this form, we use
some strategies to minimize impact on the variation of this index on our revenues. We emphasize that we do not have
relevant receipts denominated in foreign currency.
c.
Impact of inflation or changes in the price of key inputs and products, the exchange rate and interest rate in
operating income and the Company's financial results..
As mentioned in section 5.2 of the form, the main indexing rates present in our business plan are the INCC, and
the CDI:
INCC: most of our costs and our entire portfolio of receipt of completed projects are updated by this index.
An increase of one percentage point at this rate during the quarter ended March 31, 2010, would represent a
decrease in net income of the Company of R$2.9 million in the first quarter of 2010.
CDI: all of our investments and approximately 35.4% of our total debt are linked to the CDI. An increase of one
percentage point over the average rate of CDI's quarter ended March 31, 2010, would represent an increase in Net
Income of the Company of R$3.2 million in the first quarter of 2010.
Exchange rates: The Company has no debts or receivables denominated in foreign currency. Additionally,
none of the relevant costs of the Company is denominated in foreign currency.
10.3. The directors should comment on the material effects that the events below have caused or are
expected to cause to the Company's financial statements and results.
a.
Introduction or disposal of operating segment
There was no release or disposal of the Company's operating segments not reflected in the financial statements.
b.
Constitution, acquisition or disposal of equity interest
Due to the incorporation of AGRE’s shares by PDG, there was the transfer of all issued shares of AGRE to
PDG, with the aim of making AGRE a wholly-owned subsidiary of PDG, under Article 252 of the Corporations
Law. The transaction was performed under the Protocol and Justification for Merger of Shares of AGRE by
PDG, executed by the managers of such companies on May 3, 2010. The Merger of Shares aims to unify the
management and shareholder bases of the Companies, as well as provide synergy gains resulting from the
unification of the activities of companies that will become more efficient structure for the development of real
estate projects, with potential cost-saving technical, supplies and other general and administrative costs, and
enable greater growth and profitability of businesses developed by the Companies. The Merger of Shares
creates the largest real estate company in the country, and aims to unify the management and shareholder bases
of the Companies, as well as provide synergy gains resulting from the unification of the activities of companies
that will have more efficient structure, incorporating two additional regional land banks, making up a portfolio
of relevant products in all income groups. It is further considered that there is a potential cost saving technical,
procurement, and other general and administrative costs, providing better conditions for increased growth and
profitability of businesses developed by the Companies.
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Implemented the incorporation we believe that there will be increase in all lines of the Company's financial
statements, providing higher sales and strong profitability. However, AGRE currently has margins lower than the
Company, especially due to higher financial expenses. We believe that in the short term we will be able to financially
restructure AGRE, reducing its financial costs and improving the profit margins, making it closer to the Company's
current margins.
c.
Events or unusual operations
There is no unusual event or transaction not reflected in financial statements.
10.4. The directors should comment about:
The comments below refer also to the three fiscal years
a.
Significant changes in accounting practices
2006
Except for changes resulting from legislation, there were no material changes in accounting practices of the
Company.
2007
The accounting practices of the Company for the fiscal year ended December 31, 2007 have changed due to the
entry into force of Law 11.638/07 and Provisional Measure No. 449.
2008
In 2008, with the entry into force of Law No. 11,638/07 and the Provisional Measure No. 449 of December 3,
2008, were promoted amendments aimed, in particular, update the Brazilian corporate law to enable the
convergence of practices adopted in Brazil with those contained in the International Accounting Standards
(“IFRS”) and allow new accounting rules and procedures are issued by the Securities Commission in line with
international standards of accounting.
However, it is worth mentioning that during the period from January to November 2008 only controlled Goldfarb
Incorporations and buildings classified SA and its subsidiaries in the CIV (cost of properties sold) charges for
loans for construction. In December of that year, all other subsidiaries and affiliates of the Company recognized
the effect of such charges retroactively in CIV, when occurred the reclassification of financial expenses for CIV
and inventory, when applicable.
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b.
Significant effects of changes in accounting practices
The main changes introduced by Law 11.638/97 and Provisional Measure No. 449 applicable to the Company's
accounting practices for fiscal years 2007 and 2008 were:
-
-
Compulsory registration in property rights that have tangible assets for maintaining the
Company's activities, including those arising from leases classified as capital leases;
Requirement that investments in financial instruments are recorded: (i) at market value or
equivalent value, when tartar applications for trading or available for sale, (ii) at cost of acquisition
or issuance price, updated as legal or contractual provisions, adjusted for the likely realizable
value, when it is lower in the case of applications that will be held until the maturity date, and (iii)
at amortized cost, loans and financing and accounts receivable.
Elimination of presentation rubric of "non-operating income" in demonstration of the result, and
Replacement of the statement of sources and uses of funds by the statement of cash flows.
c.
Caveats and emphases present in the auditor's opinion
-
There were no reservations or emphases present in the opinion of the auditor in the fiscal years 2006, 2007 and
2008, except for the exception of the review of financial statements in March, June and September 2008 on
account of failure of the calculation of present value adjustment of accounts receivable of the Company, which was
only held from December 31, 2008. Failure to perform and record of AVP was the subject of consensus among
various companies of the industry and, therefore, the exception was implemented on the advice of several
companies in the sector that are also audited by our current independent auditors.
10.5. The directors shall indicate and comment on critical accounting policies adopted by the
Company, exploring in particular accounting estimates made by management on issues relevant to
the uncertain description of the financial position and results, which require subjective or complex
judgments, such as stores, contingencies, revenue recognition, tax credits, long-lived assets, useful
lives of assets not circulating, pension plans, changes in foreign currency conversion costs,
environmental remediation, testing criteria for asset recovery and financial instruments
Brazilian accounting practices have specific rules applicable to real estate companies, particularly with respect
to the recognition of sales revenue. Such rules were established by the Federal Accounting Council (“CFC”) in
May 2003 and are used by us as a basis for our results appropriation, in cases of installment sales of
uncompleted units, as detailed ahead. For development projects started on or after January 1, 2004, we
recognize revenues in the proportion that costs incurred to date bear to total estimated costs. For sales of
completed units, revenue is recognized when a sale is effected, regardless of the date of receipt of the
contracted sale amount. Guidance OCPC 01 was approved on December 17, 2008, with the primary objective
of regulating and clarifying issues that gave rise to doubts concerning accounting practices adopted by the real
estate companies. The main rules that caused changes in accounting practices were discussed above and are
detailed in our notes to the financial statements for the year ended December 31, 2008 and for the quarterly
information – ITR of June 30, 2009, especially item 2 – Presentation of Financial Statements and key
accounting practices.
Additionally, the Company records its allowance for contingencies in accordance with the classification of its
legal counsel, following the legal criteria. With regard to tax credits, the Company performs the activation of
such credits as approved annual review by the Board in relation to projected use of such credits.
As a general rule, in the preparation of financial statements are adopted assumptions for the recognition of the
estimates for records of assets, liabilities and other operations such as provisions for contingencies mentioned
here, allowance for doubtful accounts, provision for cancellations, useful life of fixed assets, percentage of
progress of work, the result of real estate development and sale of property and income tax on current and
deferred income, classification of short and long term, among others. The directors and key executives of the
Company monitor and periodically review these estimates and assumptions so that the values of these are always
as close as possible to the actual values resulting from the Company's operations.
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10.6. With respect to internal controls adopted to ensure the preparation of reliable financial statements, the
directors should comment:
a.
Degree of efficiency of such controls, indicating possible defects and actions taken to correct
them
We understand that the internal procedures and systems for preparation of financial statements are sufficient to
ensure the efficiency and accuracy. Given the accelerated growth of the Company and the format of
development of our real estate projects through special-purpose entities, the Company decided to deploy the
SAP system of information management in order to improve its internal controls. The expected start of SAP
system in the company is the beginning of the second quarter of 2010.
Additionally, from the year 2008, certain subsidiaries of the Company created internal audit departments, which
have the main objective of ensure that operationally the Company maintains quality standards and controls that
will contribute to the continued improvement of preparation of financial statements of the Company.
b.
Deficiencies and recommendations on internal controls in the report of the independent auditor
None.
10.7. If the Company has made a public offer of securities, the directors must comment
a.
How have the resources resulting from the offering been used
We conducted 3 primary public offerings of shares and 2 offerings of debentures non-convertible into shares in the
last 3 years. The resources involved in issuing these securities were invested in land acquisition, general and
administrative expenses, construction of real estate projects and portfolio investments of the Company.
b. If there were significant deviations from the effective application of resources and the
implementing proposals disclosed in the prospectuses of their distribution
There was no significant differences.
c.
If there were deviations, reasons for such deviations
There was no significant deviation.
10.8. The directors must describe the items that have not been evidenced in the Company's financial
statements, indicating:
a. Assets and liabilities held by the Company, directly or indirectly, that do not appear on its balance
sheet (off-balance sheet items), such as:
i.
operating financial leases, assets and liabilities
ii.
portfolios of receivables written off over which the entity maintains risks and responsibilities,
indicating their liabilities
iii.
contracts for future purchase and sale of products or services
iv.
construction contracts not completed
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v.
contracts for future receipts financing
There are no assets and liabilities held by the Company that do not appear on its balance sheet.
b.
Other items not shown in the financial statements
There are no assets and liabilities held by the Company that do not appear on its balance sheet. According to
Corporate law in force, the deferred income (REF) of the Company and its subsidiaries and affiliates, is not
shown and / or recorded in the statutory financial statements and consolidated. Only registered and are
evidenced in the accounting tax balance sheets, which are generated each month for tax purposes. For more
information, check the notes in the financial statements of the Company.
10.9. For each of the items not disclosed in the financial statements referred to in item 10.8, the directors
should comment:
a.
How such items are likely to alter or amend the revenue, expenses, operating income,
financial expenses or other items from the Company's financial statements
b.
Nature and purpose of the operation
c.
Nature and amount of the obligations and rights created in favor of the Company as a result of
the operation
Non applicable. There are no Company’s assets and liabilities not exposed in its financial statements.
10.10. The directors shall indicate and comment on key elements of the Company's business, specifically
exploring the following topics:
a. Investments, including:
i.
qualitative and quantitative description of the investments in progress and planned investment
ii. sources of investment financing
iii. ongoing relevant divestitures and planned divestitures
To develop our business plan, we optimize our funding sources with an equalized between capital structure and
leverage. The main sources of financing used by the Company are the credit lines obtained with banks and other
financial institutions, as well as issuances of securities of the Company raised in the market, as non-convertible
debentures.
This structure provides resources for our main object of investment, which is the acquisition of land, as we have
funding available for spending on construction. The Company has no investments other than the purchase of
relevant land and have no projects for mergers and acquisitions and diversification of relevant investments.
We actively participate in the land acquisition process, because we believe that it is a critical stage in the
development of a real estate project and that it is the first distinguishing factor of the residential units to be
launched. Each decision to acquire a parcel of land is analyzed and must be approved by our board of executive
officers. We acquire lands from individuals, legal entities and in judicial and extrajudicial auctions and carry out
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an audit to assure legal and environmental compliance in connection with the acquisition of the lands where our
real estate projects will be developed. As is customary in the industry, we evaluate the cost/benefit ratio of our
acquisitions by managing any potential legal and/or environmental risks, in accordance with the opinion of our
legal and technical advisors. Concurrently with this audit, we carry out a study to confirm the financial feasibility
of the project and often hire an outside consultant to prepare a market research report.
Based on our investments in land acquisition over the past few years and after incorporation of Agre, now we
have a land bank covering 16 states and 101 cities. The potential sale value of the projects present in our land
bank on June 30, 2010 is approximately R$30.2 billion.
There was no planned divestitures
b. If disclosed, indicate the acquisition of plant, equipment, patents or other assets that should materially
influence the productive capacity of the Company
There were no purchases of land, plants, equipment or other material assets.
c. New products and services, indicating :
i.
description of ongoing research already disclosed
ii. total amounts spent by the Company in research to develop new products or services
iii. development projects already disclosed
iv. total amounts spent by the Company in developing new products or services
There are no new projects in development because, as described in paragraph "a" of subsection 10.10, the focus
of the Company's business is exclusively the purchase of land.
10.11. Comments on other factors that influenced in a relevant operational performance and have not
been identified or commented on other items in this section
There are no other factors that influenced in a relevant operational performance of the Company and which have
not been identified or commented on other items in this section 10
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11.
PROJECTIONS
11.1. Identification of the projects:
a.
Projection’s Object
The company projects launchings achieving an Overall Sales Volume for the 2010 in the range of R$6.5 billion
to R$7.5 billion. The projection is composed of hypothetical data that shall not constitute performance
commitment.
b.
Projected period and the duration
The projection comprises only the projects launched in 2010. The projection is valid and, taking into account that it
is an annual projection, it will be kept until the end of current fiscal year.
c.
Assumptions of the projection, with an indication of which can be influenced by management
Projection based on current land bank of the company that includes projects to be launched by it in 2010. This
projection reflects the company's vision for the demand on their releases for the year 2010. If demand for our
products is somehow affected in the course of the year, the projection will be duly reviewed (positively or
negatively).
d.
Indicator values that are subject of the projection
PSV launches – (R$million)
2006
2007
2008
2009
301
1.233
2.612
3.027
11.2. In the event that the Company has disclosed, during the three fiscal years, forecasts on the evolution of the
indicators:
a. state which are being replaced by new projections included in the form and which of them are being
repeated in the form
The projection of launches for the year 2010 (in the range of R$6.5 billion to R$7.5 billion) has already been
widely disseminated through Insights, quarterly conferences and corporate presentations and the company is not
being changed.
b. as to projections for periods elapsed, designed to compare the data with the effective performance of the
indicators, indicating clearly the reasons for deviations in the projection
In the year 2007 we amounted launches of R$1.23 billion against a projected release of launches for the year in
the range of R$1.05 billion to R$1.2 billion;
In the year 2008 we totaled launches of R$2.612 billion against a projected release of launches for the year in
the range of R$2.6 billion to R$2.8 billion.
In the year 2009 we amounted launches of R$3.03 billion against a projected release of launches for the year in
the range of R$2.8 billion and R$3.5 billion.
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c. as to projections for periods still ongoing, whether the projections are still valid on the date of delivery of
the form and, when appropriate, explain why they were abandoned or replaced
The projections remain valid.
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12.
GENERAL MEETING AND ADMINISTRATION
12.1. Description of the administrative structure of the Company as set out in its articles of incorporation and
bylaws, identifying:
a. Responsibilities of each agency and committee
a.1.
Board of Directors
(a) establish the objectives, policy and general direction of the Company's business;
(b) to elect, dismiss, set compensation and duties of Board members, within the limits established by the General
Assembly or defined by it, (c) supervise the administration of Directors, (d) appoint and dismiss the Company's
independent auditors when appropriate, (e) manifest themselves in advance about the Management Report, the
accounts of the Board and the Company's Financial Statements and consider the monthly balance sheets; (f) submit
to the General Meeting the proposed allocation to be given to the Company's net income for each fiscal year or on
shorter periods; (g) approve the general budget of the Company, (h) approve the Company's business plan, ( i) setting
the limit of indebtedness of the Company, (j) decide on the hiring by the Company for financing and loans worth
more than 10% (ten percent) of the Company's net worth, calculated at the last balance sheet, for this operation; (k)
decide upon the issuance by the Company, of warrants, debentures or other securities, (l) authorize the repayment,
redemption or repurchase of shares of the Company to be held in treasury or for cancellation, and to decide on the
possible sale of the shares eventually held in treasury, (m) offer the option to purchase shares plans to directors and
employees of the Company; (n) to establish the value of the bonuses of directors and employees of the Company, (o)
decide on the conclusion, amendment and termination of contracts and execution of operations of any kind between,
on one hand, the Company and, Furthermore, the shareholders of the Company and / or its subsidiaries, affiliates or
controlling shareholders of the Company, (p) to discuss the company's participation in other companies, as partner
unit holder or shareholder, as well as their participation in consortia and agreements association and / or
shareholders' agreements and the formation of companies in Brazil or abroad, by the Company, provided that the
investment in the company, or consortium agreement in question represents an investment in the Company of greater
than or equal to 10% ( ten percent) of equity, calculated on the last balance sheet of the Company, (q) to increase the
capital of the Company within the limit authorized by the bylaws, regardless of statutory reform, (r) authorizing the
issuance of any credit instruments for the raising of funds, are bonds, notes, commercial papers or other common use
on the market, acting on their conditions of issue and redemption; (s) sell fixed assets, and (t) perform other legal
duties or which are conferred by the General Assembly, as well as resolve the missing cases
a.2
Executive Board
(a) conduct the general policy and management of the Company, as determined by the Board, (b) coordinate the
progress of the ordinary activities of the Company, including compliance with the resolutions passed in General
Meetings, at meetings of the Board and their own meetings, (c) develop annual and/or multiyear business plans and
budgets for the Company, and submit them to the Board, (d) execute business plans and budgets of the Company,
approved by the Board; (e) submit to the Board the proposed allocation of net income each fiscal year, (f) determine
the six-monthly survey of intermediaries and submit quarterly to the Board the trial balance economic, financial and
patrimonial sheet of the Company, (g) prepare the report and financial statements for each fiscal year, (h) open,
operate and close bank accounts and investment, (i) respecting the powers of the Board and the provisions of the
Company's Bylaws , compromise, waive, give up, do deals, make compromises, incur obligations, make use of
funds, purchase, mortgage, engage or otherwise encumber movable and immovable assets and provide guarantees,
signing contracts and their terms, (j) represent Company in or out court, active and passive, before any government
agencies or federal, state or municipal authorities, as set forth in the Company's Bylaws, (k) approve the granting of
any form of collateral or personal guarantee by the Company in favor of any third party, ensuring its own bonds or
third parties, and (l) perform other legal duties or that are granted by the Board.
a.3
Remuneration and Stock Option Plan Administration Committee
General tasks: (i) submit to the Board proposal for the aggregate annual compensation of the Officers and Directors
of the Company, which shall include any amount to be paid, directly or indirectly by the Company and / or its
subsidiaries, as compensation, bonus, prize, participation in profits and / or dividends, (ii) submit to the Board
proposal to distribute the overall remuneration annually approved by the general meeting between the Directors and
the Officers of the Company, as remuneration for the services rendered to the Company and / or its subsidiaries, (iii)
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decide on the granting of options to purchase or subscribe for shares to officers, directors and employees of the
Company and its subsidiaries, (iv) to administer the Stock Option Plan approved at the Extraordinary General
Meeting held on January 9, 2007 (“First Plan”), subject to the terms of the First Option Plan, (v) decide on the
participation of the Officers, Directors and employees Company and its subsidiaries in the profits of the Company
and its subsidiaries, (vi) speak on any contract to be concluded between the Company or any of its officers, directors
and employees, covering the payment of amounts by way of compensation..
b. Date of installation of the board of auditors, if this is not permanent, and creation of committees
Currently, the Board of Auditors comprises three members and two alternate, all elected at the ordinary general
meeting of shareholders held on April 29, 2010, with a mandate until the ordinary general meeting of the Company
who shall decide on the numbers of the Company for the year ended in 2010.
The Committee for Compensation and Management of Stock Option Plans was established in December 23, 2008,
when its members were also elected.
c.
Mechanisms for evaluating performance of each agency or committee
There are no mechanisms for evaluating agencies and committees.
b.
Regarding the direction members, their individual powers and duties
The duties of our Chief Executive Officer are to (i) submit for approval by the Board of Directors the business
plans and annual budgets, the investment plans and the new plans for expansion of the Company and our
controlled companies and subsequently execute the approved plans; (ii) prepare, in conjunction with the other
officers, our operating strategies and guidelines as well as establish the performance criteria to implement
decisions defined at Shareholders' and Board of Directors' Meetings; (iii) supervise the execution of all activities;
(iv) coordinate and supervise the activities of the Direction, by calling to order and presiding its meetings; and (v)
perform the other attributions that may be assigned to him by the board of directors.
The functions of our Investor Relations Officer are to (i) disclose and communicate to the CVM and the
BM&FBOVESPA, when applicable, any material act or fact occurred or related to our business, as well as see
to its prompt and simultaneous disclosure to all markets in which our securities are admitted for trading, in
addition to other attributions that may be assigned to him by the board of directors; (ii) provide information to
investors; and (iii) keep our share registration updated by providing the required information under the
applicable CVM rules.
The functions of our Vice-Chief Financial Officer are to (i) implement any guidelines determined by the board of
directors; (ii) perform the financial management of the Company; (iii) manage our internal control system and
accounting areas; and (iv) replace the Chief Executive Officer during his absence or temporary disability,
according to our bylaw.
The Investment and Management Planning Officer is responsible for: (a) review and approve new investment
to perform the activities of the Company, (b) implement the management model in the Company's investees,
(c) monitor the performance of the Company's property investments and controlled companies, (d) conduct the
management planning of the projects of the Company and its subsidiaries, and (e) direct the activities of coincorporation of the Company.
The Administrative Operating Officer is responsible for: (a) formulate, coordinate and implement activities and
procedures related to transfer customer credit of the Company and its subsidiaries, (b) overseeing the human
resources department of the Company and its subsidiaries, (c) formulate, coordinate and perform the activities of
Technology Information, as well as the implementation of the Company’s systems, (d) formulate, coordinate and
perform operating administrative activities of the Company's and its subsidiaries.
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The General Counsel is responsible for: (a) formulate, coordinate and implement actions and legal procedures of the
Company and its subsidiaries, (b) to monitor matters relating to regulation as a public company, (c) coordinate the
preparation of contracts of the Company and its subsidiaries, according to decisions and negotiations with other
executive officers, (d) monitor and represent the Company in general meetings and meetings of the Board of
Directors of the Company and its subsidiaries.
The Financial Planning Officer is responsible for: (a) plan, formulate and project the cash flows of the Company and
its subsidiaries, (b) administer the treasury department of the Company and its subsidiaries, (c) structure, negotiate
and monitor the real estate credit in each real estate project in which the Company and its subsidiaries participate,
(d) conduct, coordinate and direct project management of the Company's subsidiaries.
e.
Mechanisms for evaluating performance of members of the board of directors, committees and
board of auditors
The Company performs the evaluation of individual employees based on their performance in the initiative,
proactive, decision making, professional behavior, interpersonal relationships, teamwork and commitment to targets
and deadlines. After internal evaluation conducted by the Company, this is passed to the Committee for
Compensation and Management of Stock Option Plans, which determines the performance evaluation of the
employees, directors and officers that have variable pay.
12.2. Description of the rules, policies and practices relating to general meetings, indicating:
a.
Notice of Meeting
The General Meetings of the Company are called with at least fifteen days in advance in the first call notice and
eight days in case of a second call notice.
b.
Competences
It is up to the General Meeting to deliberate over the following matters: without jeopardizing other matters
of its competence: (a) amend the bylaws; (b) elect or dismiss, at any time, managers and supervisors of the
Company, under de article 142 II; (c) take each year the management accounts and resolve the financial
statements submitted; (d) authorize the issuance of debentures, under article 59 § 1; (e) suspend the exercise of
the shareholder’s rights (article 120); (f) deliberate over the appraisal of goods with which the shareholder
contributes for the capital stock; (g) authorize the issuance of beneficiaries parties; (h) deliberate on the
transformation, consolidation, merger and spin-off of the Company and its dissolution and liquidation, elect
and dismiss liquidators and examine their accounts; (i) authorize the managers to confess insolvency and
bankruptcy; (j) removal from the Novo Mercado; and (k) choice of specialized company responsible for
determining our economic value for purposes of public offerings required by the Rules of the Novo Mercado,
among the companies identified by our Board of Directors, in a triple list.
Addresses (physical or electronic) in which the documents related to the general meeting
of shareholders will be available for analysis
c.
The documents will be available in the Company’s headquarters in Praia de Botafogo, n° 501, 2° floor, CEP
22250- 040, Torre Pão de Açúcar, Rio de Janeiro / RJ, and on the Company’s website
www.pdgrealty.com.br/ri.
d.
Identification and management of conflicts of interests
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Pursuant to the law, the conflicts of interest are identified and managed by the chairman of the Board of
Directors, through the analysis of the object and the parties of the contract.
e.
Solicitation of proxies by the administration to exercise the voting rights
The representative must be fully constituted in the proxy and the proxy must contain the vote to be
pronounced.
f.
Necessary formalities for the acceptance of powers of attorney instruments granted by
shareholders, indicating that the Company accepts proxies granted by shareholders
electronically
The proxies must be sent notarized and with proven credentials of the signatories to the shareholder’s level.
The Company does not accept proxies granted by electronic means.
g.
Maintenance of forums and World Wide Web pages that are intended to receive and share feedback
from investors about the agendas of meetings
None.
h.
Live video broadcast and / or audio of meetings
None.
i.
Mechanisms that allow the inclusion in the agenda, of proposals made by the shareholders
None.
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12.3. In table form, inform the dates and newspapers publishing:
Financial
Statements for
the year ended
on 12.31.2009
none
Financial
Statements for the
year ended on
12.31.2008
Revision 30, March
31 and April 1, 2009
Financial
Statements for
the year ended
on 12.31.2007
none
Journal (s)
Published
none
Diário Oficial do
Estado do Rio de
Janeiro and Valor
Econômico
Diário Oficial do
Estado do Rio de
Janeiro and Valor
Econômico
Date (s) of
publication in
Newspapers
Revision 30,
March 31, 2010
and April 1, 2010
issuance 15, 16 and
17, 18 and April 19
and April 1, 2009
March 28, 31 and
April 1, 2008
Journal (s)
Published
Diário Oficial do
Estado do Rio de
Janeiro e Valor
Econômico
Diário Oficial do
Estado do Rio de
Janeiro e Valor
Econômico
Diário Oficial do
Estado do Rio de
Janeiro e Valor
Econômico
Diário Oficial do
Estado de São
Paulo e Valor
Econômico
Minutes of the
ordinary general
meeting which
dealt with the
financial
statements
Date (s) of
publication in
Newspapers
Journal (s)
Published
May 13, 2010
May 4, 2009
May 5, 2008
May 7, 2007
Diário Oficial do
Estado do Rio de
Janeiro and Valor
Econômico
Diário Oficial do
Estado do Rio de
Janeiro and Valor
Econômico
Diário Oficial do
Estado do Rio de
Janeiro and Valor
Econômico
Diário Oficial do
Estado de São
Paulo e Valor
Econômico
Financial
Statements
Date (s) of
publication in
Newspapers
Journal (s)
Published
March 29, 2010.
April 13, 2009
March 28, 2008
April 3, 2007
Diário Oficial do
Estado do Rio de
Janeiro and Valor
Econômico
Diário Oficial do
Estado do Rio de
Janeiro and Valor
Econômico
Diário Oficial do
Estado do Rio de
Janeiro and Valor
Econômico
Diário Oficial do
Estado de São
Paulo andValor
Econômico
Year
Notice to
shareholders
communicating
the availability of
financial
statements
Convocation of
the ordinary
general meeting
which dealt with
the financial
statements
Date (s) of
publication in
Newspapers
Financial
Statements for
the year ended
on 12.31.2006
March 30 and 31,
2007 and April 3,
2007 (DO)
March 30, 2007
and April 2 and
3, 2007 (Valor)
Diário Oficial do
Estado de São
Paulo and Valor
Econômico
April 13, 14 and
17, 2007 (OF)
and April 13, 16
and 17, 2007
(Valor)
12.4. Description of the rules, policies and practices relating to the board, indicating:
The Administrative Council is comprised by at least five and at most eleven members. There is also a number of
alternates members that will be determined in the general shareholders meeting, limiting the number of voted
members, linked or not to specific committees, elected by the general shareholders meeting and dismissible by it at
any time. The current members of the Board of Directors are:
Name
Gilberto Sayão da Silva
Alessandro Monteiro Morgado Horta
José Antonio T. Grabowsky
Michel Wurman
Paulo Roberto Nunes Guedes
Alexandre Gonçalves Silva
Post
President
Vice-president
Effective Counselor
Effective Couselour
Independent Counselour
Independent Counselour
Date of possession
April 29, 2010
April 29, 2010
April 29, 2010
April 29, 2010
April 29, 2010
April 29, 2010
Term
AUG/2011
AUG/2011
AUG/2011
AUG/2011
AUG/2011
AUG/2011
Age
39
39
46
33
60
65
a. Frequency of Meetings
Pursuant to our Bylaws, the Board of Directors shall always meet when covened by its President ou by the
majority of its members. Historically, the meetings of the Board of Directors are held once every two months.
b. If they exist, the provisions of the shareholder’s agreement that establishes some restrictions or
112
BZDB01 88044462.3 03-set-10 20:27
linking to the voting exercise of the council members.
There is not.
c.
Identification and management rules for interest conflicts
There is not. Pursuant to the Law 6.404/76, any member of our Board of Directors is prohibited of voting in any
general shareholder meeting or meeting of the Board of Directors, or entering in any operation or business in
which there have conflitants interests with the Company.
12.5. Description of the arbitration clause, if any, included in the statute for the resolution of conflicts
among shareholders and between them and the company through arbitration
Under Article 35 of the Bylaws, the Company, its shareholders, managers and members of the Board of
Auditors shall resolve through arbitration any dispute or controversy that may arise between them, related to or
resulting from, in particular the application, validity, effectiveness, interpretation, breach and its effects, the
provisions in the rules of the Novo Mercado, the Bylaws, the Brazilian Corporate Law, the rules issued by the
Conselho Monetário Nacional, the Central Bank or the CVM, and other rules governing the functioning of
capital markets in general, beyond those contained in the Regulamento de Listagem do Novo Mercado and the
Regulamento de Arbitragem da Câmara de Arbitragem do Mercado, which shall be conducted by the Câmara
de Arbitragem do Mercado established by BM&FBOVESPA in accordance with the regulations of such
chamber, and the parties may, pursuant to Chapter 12 of the referred rules, agree on another chamber or
arbitration center to resolve their disputes.
12.6. For each of the managers and members of the board of auditors of the Company, include, in table
form:
CPF or
Passaport
016.792.77790
Elective
Position
President of
the Board of
Directors
Date of
election
April
29, 2010
Date of
possesio
n
October
20, 2006
Name
Gilberto Sayão
da Silva
Age
39
Profession
Manager
of third
party
resources
Alessandro
Monteiro
Morgado
Horta
39
Eletronic
engeneer
005.153.26704
Counsils
vicepresident
April
29, 2010
October
20, 2006
AUG/2011
José Antonio
T. Grabowsky
46
Civil
engeneer
853.592.20759
April
29, 2010
October
20, 2006
Michel
Wurman
33
economist
025.915.13783
April
29, 2010
October
20, 2006
AUG/2011
(as board
member)
and
AUG/2012
(as officer)
AUG/2011
(as board
member)
and
AUG/2012
(as officer)
65
Mecanic
engeneer
022.153.81787
Chief
President,
meber of
the
administrati
ve counsil.
Executive
Vice
President of
Finance and
Director of
Investor
Relations
Member of
the Board of
Directors.
Independent
board
member
April
29, 2010
April 29,
2010
Alexandre
Gonçalves
Silva
Term
AUG/2011
Other duties or
functions
performed at
the Company
Member of the
Remuneration
and Stock
Option Plan
Administration
Commitee
Member of the
Remuneration
and Stock
Option Plan
Administration
Commitee
None
N/A
None
N/A
Elected by
the
Controller
N/A
N/A
N/A
AUG/2011
None
113
BZDB01 88044462.3 03-set-10 20:27
Name
Age
Profession
Paulo Roberto
Nunes Guedes
60
Economist
32
Civil
engeneer
Cauê Castello
Veiga
Innocêncio
Cardoso
27
Lawyer
João Miguel
Mallet Racy
Ferreira
30
Enterprise
administrat
r
Marcus
Vinicius
Medeiros
Cardoso de Sá
38
Economist
Roberto Carlos
Madoglio
45
Enterprise
administrat
r
Frederico
Marinho
Carneiro da
Cunha
Sergio Passos
Ribeiro
37
CPF or
Passaport
Elective
Position
Date of
election
Date of
possesio
n
156.305.87668
Independent
board
member
April
29, 2010
April 29,
2010
Planning
and
Investment
Managemen
t Officer
May 10,
2010
October
20, 2006
General
Counsel
May 10,
2010
Novemb
er 13,
2009
Financial
Planning
Officer
May 10,
2010
Novemb
er 13,
2009
Operations
Managing
Officer
May 10,
2010
Novemb
er 13,
2009
Member of
the Board of
Auditors
Independent
member of
the Board of
Auditors
Independent
member of
the Board of
Auditors
Alternate
member of
th Fiscal
Cousil
Alternate
member of
th Board of
Auditors Independent
Alternate
member of
th Board of
Auditors Independent
April
29, 2010
August
31, 2009
April
29, 2010
April 29,
2010
April
29, 2010
April
29, 2010
895.019.00797
307.856.04812
054.222.39709
026.893.66762
048.066.33860
Enterprise
administrat
r
026.246.86703
Pedro
Quintella
32
Civil
engeneer
043558557
67
Vitor Hugo
dos Santos
Pinto
30
Enterprise
administrat
r
292.699.27857
Ricardo
Kobayashi
Bruno
Zaremba
44
35
economist
343.060.21149
economist
034.032.37796
Term
Other duties or
functions
performed at
the Company
Elected by
the
Controller
N/A
AUG/2011
None
AUG/2012
None
N/A
AUG/2012
None
N/A
AUG/2012
None
N/A
AUG/2012
None
N/A
AUG/2011
None
N/A
AUG/2011
None
N/A
August
31, 2009
AUG/2011
None
N/A
August
31, 2009
AUG/2011
None
N/A
None
N/A
None
N/A
April
29, 2010
April 29,
2010
April
29, 2010
April 29,
2010
AUG/2011
AUG/2011
12.7. Provide the information mentioned in item 12.6 in respect of members of statutory committees, as well as
audit committees, risk, and financial compensation, even if such committees or structures are not statutory164
Name
Age
Profession
CPF ou
Passaport
Elective
Position
Date of
election
Date of
Possesio
n
Term
Other duties or
functions
performed at
the Company
Elected by
the
Controllers
4
The information provided in this section should include audit committees, risk, and financial remuneration, and the like organizational
structures, even if such committees are not statutory or structures, provided that such committees or structures involved in decision-making of the
administrative or management of the issuer as consultants or tax.
114
BZDB01 88044462.3 03-set-10 20:27
Gilberto Sayão
da Silva
39
Manager
of third
party
resources
016.792.77790
President
of the
Board of
Directors
April 29,
2010
October
20, 2006
AUG/2011
Alessandro
Monteiro
Morgado
Horta
39
Eletronic
engeneer
005.153.26704
Vice
President
of the
Board of
Directors
April 29,
2010
October
20, 2006
AUG/2011
Member of the
Remuneration
and Stock
Option Plan
Administration
Commitee
Member of the
Remuneration
and Stock
Option Plan
Administration
Commitee
N/A
N/A
12.8. Each one of the directors and members of the counciul should provide:
a. curriculum, containing the following information:
i. main professional experiences over the last five years, indicating:
Company’s name
position and functions of the office
•
•
The duties associated with the positions of executives and directors are set out in the Bylaws of the Company,
which are to: (a) establish the goals, policy and general direction of the Company’s business; (b) appoint,
remove, set compensation and duties of the Executive Board members, within the limits established by the
shareholder’s meeting; (c) supervise the management of the executives; (d) appoint and remove the Company's
independent auditors, when applicable; (e) expose an opinion about the Management Report, the accounts of
the Executive Board and the Company's Financial Statements and consider the monthly balance sheets; (f)
submit to the shareholder’s meeting the proposed allocation that will be given to the Company's net income for
each fiscal year or on shorter periods; (g) approve the general budget of the Company; and (h) approve the
Company's business plan, among other.
•
main activities of the Company in which these experiences occurred,
highlighting the corporations or organizations that are part of (i) the ecnonomic
group of the Company; or (ii) partners with direct or indirect participation, equal or
superor than 5% of the same class or type of Company’s securities.
ii. Indicate all of the management positions that occupes or have occupied in public
corporations.
Board of Directors of the Company
Gilberto Sayão da Silva – President of the Board of Directors
Mr. Sayão da Silva, 39, is currently the chairman of our Board of Directors. Mr. Sayão da Silva is also currently a
partner at Vinci Partners and a member of its Executive Committee. Previously, he was a partner at Banco Pactual
responsible for the areas of investment, corporate finance and hedge funds. Between 1998 and 2009, Mr. Sayão da
Silva served on the Executive Committee of Banco Pactual and previously at Banco UBS Pactual, participating in
strategic and corporate decisions and as chairman of the bank. From 2006 to 2009 he was the principal officer of
UBS Pactual Gestora de Investimentos Alternativos Ltda., the holding investment company responsible for the
wealth management of the former partners of Banco Pactual. He started his career at Banco Pactual in 1993 in the
area of financial computer systems development and became a partner in 1995. Mr. Sayao da Silva is currently a
member of the board of directors of several other companies, including Equatorial Energia S.A., Companhia
Energetica do Maranhão – CEMAR, and Companhia Sidertirgica Nacional. Mr. Sayão graduated from Pontificia
Universidade Catrilica do Rio de Janeiro with a degree in electrical engineering. Finally, Mr. Sayão Gilberto Silva
115
BZDB01 88044462.3 03-set-10 20:27
received a warning penalties in administrative proceedings No. 0,001,019,646 0,001,019,647 of the Central Bank of
Brazil.
Alessandro Monteiro Morgado Horta – Vice President of the Board of Directors.
Mr. Horta, 39, is currently the vice-president of our Board of Directors. Mr. Horta is currently a partner at Vinci
Parnters and a member of its Executive Committee. Between 2006 and 2009 he was an officer at UBS Pactual
Gestora de Investimentos Alternativos Ltda., the holding investment company responsible for the wealth
management of the former partners of Banco Pactual, being also the Deputy CEO of Banco UBS Pactual. Between
2003 and 2006, Mr. Horta was the partner responsible for the administration and operations areas of Banco Pactual,
which encompassed the operations, compliance, controllers, accountants, taxes, IT, legal, corporate services and
human resources departments. From 2001 to 2006, Mr. Horta headed the area of investments of Banco Pactual,
especially private equity investments. From 1997 to 1998, Mr. Horta worked as an equity trader for Banco CSFB
Garantia, and between 1994 and 1997 he managed investment funds at Opportunity Asset Management. Mr. Horta
also worked as an equity and fixed income trader, and as a real estate investments analyst, at Banco Icatu from 1991
to 1994. Mr. Horta has more than 18 years of experience in trading, corporate finance, capital markets, financial
analysis and private equity investments. He previously served on the Consulting Board of Saraiva Livraria e
Editores, Light S.A., and the board of directors of Satipel Industrial S.A. and Intesa S.A. Currently, he is a member
of the board of directors of several other companies, among them Equatorial Energia S.A., Inbrands Gestora de
Marcas S.A., Los Grobo do Brasil S.A. and Companhia Energética do Maranhão (CEMAR). He graduated from
Pontifícia Universidade Católica do Rio de Janeiro with a degree in electronic engineering.
Mr. Grabowsky, 46, is a permanent member of our Board of Directors and our Chief Executive Officer, responsible
for the coordination and execution of our activities. Prior to that, he was responsible for the coordination and
development of the real estate investment department at Banco Pactual. He joined Banco Pactual in 2003 and
became a partner in 2005. Before joining Banco Pactual, he worked for 13 years at the Icatu Group, where he was
responsible for the investment area in the holding company of the Icatu Group. Under his coordination, Icatu Group
co-developed several commercial, residential and shopping centers real estate developments in Rio de Janeiro and
Sao Paulo. He also founded and served as the primary executive at Atlantica Residencial, a real estate developer
focused in the middle and mid-low segment, of which Icatu was one of the controlling shareholders together with
Prudential Real Estate Investors, Cadim (Caisse de Dépot et Placement du Québec) and GIC (Government of
Singapore Investment Corporation). Throughout his carrier, Mr. Grabowsky participated in more than 70 real estate
development projects. Currently he is member of the board of directors of Goldfarb, CHL, Agre, Lindencorp, REP
DI. Mr. Grahowsky graduated with a degree in civil engineering from Pontificia Universidade Católica do Rio de
Janeiro and holds a Masters Degree in Finance from COPPEAD-UFRJ.
Michel Wurman
Mr. Wurman, 33, is a permanent member of our Board of Directors and our Chief Financial Officer and Investor
Relations Officer, responsible for our finance management and the relationship with our investors. Prior to that, he
was a member of Banco Pactual's investments team, which he joined in 2001 and became a partner in 2005. Mr.
Wurman was responsible for private equity investments and monitoring of companies and the PE/VC investment
funds that received private equity and venture capital investments, as well real estate investments. Mr. Wurman has a
long history of investing in over 50 companies in several areas such as telecommunications, technology,
biotechnology and real estate. Before joining Banco Pactual, Mr. Wurman worked for three years at Latintech
Capital (a company focused on investing in technology companies), as well as the back-office of Banco Icatu.
Currently, he is a member of the board of directors of Goldfarb, CHL Agre and Lindencorp. Mr. Wurman is also a
professor of private equity and business plan at the IBMEC Business School graduate program and at Endeavor
Venture Corporation and director of ABVCAP. Currently he’s a member of the board of directors of Goldfarb, CHL,
116
BZDB01 88044462.3 03-set-10 20:27
PDG Companhia Securitizadora and Lindencorp. He graduated in economics with honors from IBMEC Business
School in Rio de Janeiro.
Mr. Silva, 65, graduated with a degree in mecanic engineering from Pontificia Universidade Católica do Rio de
Janeiro. From 2001 to 2007, Mr. Silva was the president of General Eletric do Brasil. Before that, from 1989 to
2001, he was the presiden of GE CELMA, company specialized in reviewing and repairing aircraft’s, with head
offices in Petrópolis. Now a days, Mr. Silva is a member of the board of directors of Equatorial Energia, TAM,
Fundições Tupy, Fibria and Alupar. He is the president of the board of directors of AMCHAM and also counsiler
since 2007 and 2003, respectevely.
Mr Guedes is a partner and founder of CEO from BR Investimentos, and of BR Educacional,which is a found of
investment foused on the brazilian educational sector. He was one of the partners and founders of banco Pactual, that
had become the biggest pprivate investement bank in Brasil until it was bought by UBS in 2006. Mr. Guedes was the
president and main shareholder of IBMEC, an important institution in the executive educational area, being one of
the first institutions in the introduction of executive MBAs in Brazil. He was a professor of macroeconomics at
Universidade Católica do Rio de Janeiro (PUC-Rio), Fundação Getúlio Vargas (FGV) and IMPA (Instituto de
Matemática Pura e Aplicada) in Rio de Janeiro. Mr Guedes writes a weekly article for the newspaper O Globo, and
a fortnightly article for the magazine Época.
Executive Officers
José Antonio T. Grabowsky – CEO – President Executive Officer
See “Board of Directors” above.
Michel Wurman – Vice Financial President and Executive Officer of Investor Relations
See “Board of Directors” above.
Frederico Marinho Carneiro da Cunha, CFA – Executive Officer for Real Estate Development and
Investment
Mr. Carneiro da Cunha is our executive officer for real estate development and operations, and is therefore responsible
for the coordination and management of our co-development investments. Prior to that, he was a member of the real
estate investment team of Banco Pactual. Before joining Banco Pactual, he worked with real estate development and
investment for six years, particularly at Banco BBM (1998-1999), Banco Modal (2001-2003) and Banco Fibra (2004),
where he was responsible for preparing feasibility analysis, structuring finance and managing real estate projects. He is
currently a member of the board of directors of Goldfarb, Agre, PDG Companhia Securitizadora and CHL. Mr.
Carneiro da Cunha graduated in civil engineering from Pontificia Universidade Católica do Rio de Janeiro.
Cauê Castello Veiga Innocêncio Cardoso – Executive Officer and General Counsel
Mr. Cardoso is executive officer of the Company and heads the legal department. He is also the Investor Relations
Officer of PDG Companhia Securitizadora and a permanent member of the board of directors of Goldfarb, CHL,
Agre and TGLT. Previously, he as a member of the legal department of Banco Pactual, where he worked with
private equity, M&A, fixed income, variable income investment banking and stock operations. Before joining the
Banco Pactual team, he worked in the law firms Sergio Bermudes Advogados and Mattos Filho, Veiga Filho,
117
BZDB01 88044462.3 03-set-10 20:27
Marrey Jr. e Quiroga Advogados. He graduated from the Law School of the Universidade de São Paulo, with
specialization in corporate law.
João Miguel Mallet Racy Ferreira – Chief Financial Officer
Mr. Ferreira is our executive officer of financial planning, as well as the Chief Financial Officer of PDG
Companhia Securitizadora. Previously, he was a member of the long-term investment team at Banco Pactual,
which created PDG Realty, and he has participated in more than 30 private equity transactions. He graduated from
the Faculdade Federal do Rio de Janeiro with a business degree.
Marcus Vinicius Medeiros Cardoso de Sá – Operations Officer
Mr. Medeiros is our operations officer. From 1994-2006, he was the partner responsible for the operations of Banco
Pactual S.A., and became the managing officer responsible for the operations of Banco UBS Pactual from 2006 to 2008.
Mr. Medeims obtained an economics degree from Universidade Federal Fluminense and an MBA in finance from
IBMEC.
Board of Auditors
Roberto Carlos Madoglio
Mr. Madoglio is the national manager of structured funds for the vice- presidency of third-parties asset
management (VITER) of the CEF. He is a business administrator with a postgraduate degree in management
development from the Fundação Getúlio Vargas and another in investment funds from the Pontifícia Universidade
Católica. He started working with the management of third-party funds in March 2001, when he worked in
quantitative research. In August of 2004 he assumed his position in the area of special funds, where he is
responsible for the administration and management of private equity investment funds, creditory rights investment
funds, real estate investment funds and FGTS investment funds (“FI – FGTS”).
Pedro Machado Rodrigues Quintella
Mr. Quintella has been portfolio manager at Vinci Partners since 2008. Previously, Mr. Quintella worked at Banco UBS
Pactual; Banco de Investimentos Credit Suisse (Brasil) S.A. in the investment banking division; Iposeira Gestäo de
Ativos, as a financial analyst; and at Oi (mobile telephone operator) as corporate business officer. Between 1998 and
2000, he worked in internet businesses for GP Investimentos and at Playcenter S.A. Currently, he is a member of our
board of auditors. He graduated in civil and industrial engineering from the Pontificia Universidade CatMica do Rio de
Janeiro and holds an MBA degree from the Harvard Business School.
Sergio Passos Ribeiro
Mr Passos is a partner and responsable for the controling area in Vinci. Mr. Passos joined Banco Pactual in 1998.
There he is responsable for the fiscal area from 2006 to 2009. He is also responsible for the accounting area. Before
Banco Pactual, Mr. Passos was a tax consultant at PriceWaterhouseCoopers. Sérgio Passos is graduated with a
degree in Business Administration and Account at Universidade Santa Úrsula. He has a MBA in finance from
IBMEC RJ.
Vitor Hugo dos Santos Pinto (alternate member)
Mr. Santos Pinto is a structured assets operating manager for the vice- presidency of the asset management at
the CEF. He is a business administrator with a post-graduate degree in investment fund management from
the Pontificia Universidade Católica de São Paulo. Since August 2003 he has worked in the asset
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BZDB01 88044462.3 03-set-10 20:27
management area. Between 2003 and 2004, he worked in the analysis and management of assets and
investment products of fixed and variable incomes. Since 2005, he has worked in structuring and
management of structured funds, with private equity investment funds, creditory rights investment funds and
real estate investment funds.
Ricardo Takao Kobayashi (alternate member)
Mr. Kobayashi is a partner and member of the Private Equity team of Vinci Partners. He started in Banco Pactual in
1998, as an analyst in the area of pulp and paper. In 1998 he became chief of the research and analisys area. He
became a partner in 1998 and was elected, among the best 2 analists by the Institutional Investor Magazine for nine
years in a row, being in the first place for 5 times. In 2006, Mr. Kobayashi was indicated as a resource manager
of third parties of UBS Pactual and of Financial Sponsor Banker in 2009 of the investment banks division. Mr.
Kobayashi graduated with a degree in Economics at Universidade de Brasilia, and has a MIM from Thunderbird
School of Global Management . He has also a CFA certification.
Bruno Augusto Sacchi Zaremba (alternate member)
Mr. Zaremba is a partner and member of the Private Equity team of Vinci Partners. Mr. Zaremba entered in
Banco Pactual in 1996, as a company’s analist. He was part of the research and analisys team until 2003,
working with banking area, retail, consuming area and tobacco. He was nominated as area manager for the
developed markets proprietary investments segment, working on that position when he entered Vinci Partners in
2009. Mr. Bruno Zaremba fraduated with a degree in Economics from the Pontifícia Universidade Católica do Rio de
Janeiro, and also has CFA certification.
b. Description of any following events that have occured over the past 5 years
i.
any criminal conviction
ii. any conviction in an administrative proceeding of CVM and applied sanction
iii. anyjudicial or administrative judged judgmen, that has suspended or disqualified the
practise of a professional or comercial activitie
There is not.
12.9. Existence of a conjugal relationship, marriage or stable relationship between:
1)
Dir ectors of th e Co mpany
There is not.
2)
(i) directors of the Company and (ii) directors of the controlled Companies, directly or
indirectly
There is not.
3)
(i)directors of the Company or its subsidiaries, directly or indirectly e (ii)direct or indirect
holdings of the Company
There is not.
4)
(i) directors of the Company and (ii) direct and indirect subsidiaries of the Company
There is not.
12.10. Information on reporting relationships, service delivery or control maintained in the past 3 fiscal
years, between the Company's management and:
119
BZDB01 88044462.3 03-set-10 20:27
a. Company controlled, directly or indirectly by the Company
Officer
Cauê Castello Veiga Innocêncio Cardoso
Frederico Marinho Carneiro da Cunha
Michel Wurman
João Miguel Mallet Racy Ferreira
Post
Member of the Board of Directors
Investor Relations Officer
Chief Financial Officer
Subsidiary
Goldfarb, CHL, Agre and TGLT
Goldfarb, CHL, Agre and PDG Companhia
Securitizadora
Goldfarb, CHL, Agre, PDG Companhia
Securitizadora and Lindencorp
Goldfarb, CHL, Agre, Lindencorp, REP DI,
In addition to the positions held by executives shown in the table above in Subsidiaries, the Company's managers
also perform functions in the Special Purpose Entities (SPEs) of the Company.
b.
Direct or indirect control of the Company
Prior to the corporate restructuring that began in August of 2006, the Company's management were employees
and/or members of Banco Pactual (currently BTG Pactual), using its infrastructure and its services at no cost to
the Company.
c.
If material, supplier, customer, debtor or creditor of the Company, its subsidiary or
controlling any such persons or control
There is not.
12.11. Description of the provisions of any agreements, including insurance policies, providing for the
payment or reimbursement of expenses incurred by administrators of the repair of damage caused to third
parties or the Company, penalties imposed by state agents, or agreements with the goal closing administrative
or judicial proceedings, in the exercise of its functions
The members of our Board of Directors and our executives, as well as of our controlling companies, are covered
by insurance policies for managers and officers (D&O), with coverage throughout the national territory. Such
insurance establishes the payment or reimbursement of expenses of the managers if their heritage is affected in
result of activities related to the Company.
12.12 Other relevant information
120
BZDB01 88044462.3 03-set-10 20:27
13. MANAGERS REMUNERATION
13.1. Description of the compensation policy or practice of the board of directors, statutory and nonstatutory officers, board of auditors and statutory Committees, regarding the following aspects:
a.
Objective of the compensation policy or practice
The Company and its subsidiaries have a plan of result and profit’s participation. The plan foresees the payment
to the collaborators (employees and directors) based on the individual performance evaluation and in line with the
interests of the Company and its collaborators with the purpose of aligning the interests of the Company and the
interests of its collaborators to encourage their commitment, attracting and retaining qualified staff, improving
management and the permanence of collaborators in the assigned positions.
O plano prevê pagamento aos colaboradores (funcionários e administradores) com base em avaliação individual de
desempenho e alcance de metas, com o objetivo de alinhar interesses da Companhia e de seus colaboradores de
forma a estimular o comprometimento destes, atraindo e mantendo profissionais qualificados, melhorando a gestão e
a permanência dos colaboradores nos postos acupados.
b.
Composition of the remuneration, indicating:
i.
Description of the remuneration’s elements and each one of its objectives
The members of the Board of Directors and the Board of Auditors receive a monthly fee for the performance of its
functions and are not entitled to direct and indirect benefits and participation in the results, as specified on item
13.2. The members of the Remuneration and Stock Option Plan Administration Committee do not receive any
remuneration. Therefore, there is no other remuneration for members of both Boards other that the monthly
fee.
The elements of the statutory officer’s remuneration are: the monthly fee, direct benefits, participation in the
company’s result and remuneration based on the Company’s shares. The benefits received by the statuary officers are
health and dental plan only.
The objective of each element of the manager remuneration is to encourage the alignment of interests of directors
with the company’s goals, in order to stimulate their commitment and also attract and maintain high qualified
professionals. In addition, through the Stock Option Plan, the Company seeks the stimulation and improvement of
our management and the permanence of our executives. This way, the Company aims its gains because of the
commitment to the long-term results and the short term performances. The plan aims to allow the Company to
obtain and maintain its high level executive’s service, offering these executives, as an additional advantage, to
become their shareholders, under the same terms and conditions of the Plan.
ii.
what is the proportion of each element in the total remuneration
This sub item does not apply to the Board of Directors and to the Board of Auditors, since their remuneration is
based only on their monthly fee. As for the Board of Officers, there’s no defined proportion of each element of the
member’s total remuneration. But, in the fiscal year of 2007, approximately 80% of the officer’s remuneration was
based on shares of the Stock Option Plan, while the proportion of the participation in the results was, approximately,
10%. As for the fiscal year of 2008, the value of the of the participation in the results was, approximately, 50% of
the officers remuneration, while the remuneration based on the Stock Option Plan was approximately 35% of the
121
BZDB01 88044462.3 03-set-10 20:27
officer’s remuneration. In the fiscal year of 2009, the amount pertaining to participation in the results represented
approximately 63.2% of officers remmuneration, while the remmuneration based on stock granted by the Stock
Option Plan accounted for approximately 36.8% of officers remmuneration in that fiscal year. As to 2010 fiscal
year, since the value of the participation in the results is only a forecast and has not been granted by the Stock
Option Plan it is not possible to set the proportion of such remunerations’s elements for this fiscal year.
iii.
calculation and adjustment of each remuneration’s elemnt
There is no specified calculation and readjustment for each one of the elements. As for the monthly fee, in all
fiscal years, the readjustment is made according to the collective bargaining. But, only in 2009 there was a
readjustment for the statuary officers according to the bargaining to the syndicate to which the Company is
filiated. The payments to the board members have not been readjusted under the same criteria.
iv.
reasons that justify the remuneration’s composition
The reasons for the remuneration’s composition are the encouragement on the improvement o four management
and the permanence o four executives, aiming gains for the commitment on the long-term results and short-term
performance.
c.
Main performance indicators in the determination of each remuneration’s element
As for all the employees of the Company, the indicators of performance are the achievement of operational and
financial goals and individual performance such as autonomy, initiative, planning skills, commitment,
communication skills, flexibility, ability to handle relationships, negotiation, problem solving, team work, among
others. In addition, the manager’s remuneration is also based on the individual evaluation, that considerate
initiative, proactivness, decisions making, professional behavior, interpersonal relation and team work.
d.
How is the remuneration structured to reflect on the performance indicators evolution
The determination of a global remunerations amount of the Company’s and its subsidiaries employees linked
to the Company’s equity return is the designed structure to vinculate the variable remuneration paid to the
Company’s collaborators in a general way and the profitability performance.
Since our methodology of results accountable recognition through the success percentage of our real estate
enterprises, our senior collaborators, Goldfarb’s and CHL’s have 50% of their participation in the results
deferred over a year (“Deferred Percentage”). The collaborator ceases to have the rights of the Deferred PR in
case the Company or the subsidiary in which the collaborator works for has a financial loss in the previous fiscal
year of the payment of the Deferred PR or if the emplyee leaves the company before reveiving the Deferred PR.
Through the new approved accounting methods (IFRS), the Deferred PR should not be applied, since there is no
more recognition of the result to the completeness percentage.
e.
How does the remuneration policy or practice line with the Company’s short, medium and long-term
interests
The remuneration described above intends to encourage the collaborators to look for a better investments
profitability and Company’s developed projects in a way to line their interests.
f.
Remuneration supported by subsidiaries, controlled or direct and indirect controlling entities
122
BZDB01 88044462.3 03-set-10 20:27
Our subsidiaries and controlled pay directly their managers and employees using the same remuneration’s format
described above. There is no payment of remuneration to managers or employees from one entity to another
entity of the group.
g.
Remuneration or benefit linked to the occurrence of a specific corporate event, such as alienation of
control of the Company
The receipt of each installment of Deferred PR becomes net and certain right of the employee in case of (i) direct
or indirect controller change of the employer; (ii) alterations in the guidelines and definitions of the employer’s
activities; (iii) change or degradation on the employee position; or yet any (iii) corporate reorganization, merger,
incorporation, new issuance of shares or other corporate operation evolving the employer.
13.2.
Compensation recognized in the income of the three fiscal years and planned for the current fiscal
year the board of directors and board of auditors 5:
2010 - PREVISION
Númber of members
Fixed anual Remuneration
(R$)
Salary or pro-labore
Direct and Indirect
Benefits
Rumuneration for
participation in
Committees
Others
Variable Pay (R$)
Warrant
Participation in the
results
Remuneration for
attending meetings
Committees
Others
Post employment benefits
Benefíts motivated by the
assignment of the function
Stock based
caompensation*
Value of remuneration by
court
Board of Directors
Executive Board
Board of Auditors
3 efetivos
Total
8
6
3 suplente
20
0
0
0
0
1,100,000.00
2,200,000.00
120,000.00
3,324,000.00
0
200,000.00
0
200.000.00
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
*
0
*
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
**
0
**
* As explained above, the item variable remuneration for the year 2010 will be directly linked with the outcome of the fiscal year. Such
remuneration is limited to the difference between the amount proposed for the general shareholders’ meeting to the global remuneration
of directors and the provision of other funds.
** Referred forecast also depends on the accounting of the Third Program of the Stock Option Plan of the Company, still in progress.
2009
Númber of members
Fixed anual Remuneration (R$)
Direct and Indirect Benefits
Board of Directors
6
0
791 .633,50
0
0
0
Executive Board
3,5
0
1.828.252,65
141.186,60
0
0
Board of
Auditors
0,75
0
36.000,00
0
0
0
Total
10,25
0
2.655.886,15
141.186,60
0
0
5
To avoid duplication, the computed values as compensation for members of the board shall be deducted from the remuneration of directors who
also are part of that board.
123
BZDB01 88044462.3 03-set-10 20:27
2009
Rumuneration for participation in
Committees
Outhers
Variable Pay (R$)
Warrant
Participation in the results
Remuneration for attending meetings
Committees
Others
Benefíts motivated by the assignment of
the function
Board of Directors
Executive Board
Board of
Auditors
Total
0
0
0
0
0
0
0
0
0
0
0
0
0
15.979.759,00
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
15.979.759,00
0
0
0
0
0
0
0
6
0
Stock based caompensation*
791 .633,50
Value of remuneration by court
0
* There was no stock-based compensation granted in fiscal year 2009.
0
0
0
3,5
0
1.828.252,65
141.186,60
0,75
0
36.000,00
0
10,25
0
2.655.886,15
141.186,60
2008
Númber of members
Committees
Outhers
Variable Pay (R$)
Warrant
Committees
Others
the function
Board of Directors
6
0
738.000,00
0
Executive Board
3
0
1.181.535,00
46.355,76
Board of
Auditors
0
0
0
0
Total
9
0
1.922.235,00
46.355,76
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
5.500.000,00
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
5.500.000,00
0
0
0
0
0
0
0
0
R$3.573.935,45
0
0
0
0
0
R$3.573.935,45
0
2007
Board of Directors
6
0
432,000.00
0
0
0
Executive
Board
3
0
801,615.27
30,903.84
0
0
Board of
Auditors
0
0
0
0
0
0
Total
9
0
1,017,615.27
30,903.84
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
8,979,500.00
0
0
0
0
0
R$42.219,656.58
0
0
0
0
0
0
0
0
0
8,979,500.00
0
0
0
0
0
R$42,219,656.58
0
0
0
0
6
0
432,000.00
3
0
801,615.27
0
0
0
9
0
1,017,615.27
Númber of members
Committees
Outhers
Variable Pay (R$)
Warrant
Committees
Others
the function
124
BZDB01 88044462.3 03-set-10 20:27
2007
Board of Directors
0
Executive
Board
30,903.84
Board of
Auditors
0
Total
30,903.84
There was no payment of compensation by the Company in 2006, as well the as stock-based compensation granted in
2009.
The stock-based compensation described above is provided in accordance with the exercise of the stock options to
purchase shares that were granted.
13.3. Regarding the variable remuneration of the last three fiscal years and planned for the current fiscal year
for the board of directors and Board of Auditors 6:
2010 – PREVISION
Number of members
Warrant (R$)
Minimum expected value in compensation plan
Maximuum specified in the compensation plan
Planned amount of remuneratio, if the targets are met
Value effectvely recongnized in the income
Pariticpation in equity (R$)
2009
Number of members
Warrant (R$)
Planned amount of remuneratio, if the targets are
met
met
2008
Number of members
Warrant (R$)
Board of Directors
8
Executive Board
6
Board of
Auditors
3
None
None
None
None
None
None
None
None
None
Not applicable
Not applicable
Not applicable
None
None
None
None
None
None
None
None
None
Not applicable
Not applicable
Not applicable
Total
17
None
None
None
Not
applicabl
None
None
None
Not
applicabl
Board of Directors
6
Executive Board
3,5
Board of
Auditors
0,75
Total
10,25
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
15.979.759,00
None
15.979.759,00
Board of Directors
6
Executive Board
3
Board of
Auditors
0
Total
9
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
6
To avoid duplication, the computed values as compensation for members of the board shall be deducted from the
remuneration of directors who also are part of that board.
125
BZDB01 88044462.3 03-set-10 20:27
2008
2007
Number of members
Warrant (R$)
met
met
Board of Directors
None
None
Executive Board
None
6.345.000,00
Board of
Auditors
None
None
Total
None
6.345.000,00
Board of Directors
6
Executive Board
3
Board of
Auditors
0
Total
9
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
8.979.500,00
None
8.979.500,00
The elements of the participation in the results are evaluated annually and determinated by the
Remuneration and Stock Option Plan Administration Committee according to the returned obtained by the
Company over its net asset value. In addition, the achievement of goals of the Company that the
collaborator works and each individual performance is a relevant factor for the individual remuneration.
13.4 In violation to the remuneration plan based in shares of the board of directors an executive
board, in connection with the last fiscal year and foreseen to the current fiscal year:
a. General terms and conditions
The Company grants stock options to the beneficiaries indicated by the executive board and approved by
the Remuneration and Stock Option Plan Administration Committee. The options are granted in the terms
of the Stock Option Plan and of the deliberated programs by the Remuneration and Stock Option Plan
Administration Committee, as defined bellow.
In the shareholders’ meeting held on January 9, 2007, the Company approved the Stock Option Plan.
The Stock Option Plan is administrated by the Remuneration and Stock Option Plan Administration Committee,
comprised of three members of the Board of Directors. The Remuneration and Stock Option Plan Administration
Committee has power to establish appropriated standards to every years’ concession, through the stock options
purchases programs (“Programs”). The options concessions, through the Programs, must respect the maximum
limit of 8.00% of the existing issued Company’s shares on the date of the institution of each Program.
Until the date hereof, the Committee had deliberated the creation of 3 Programs, the first one on May 2007
(“First Program”), the second one on April 2008 (“Second Program”) and on January, 2010 (“Third Program”).
There were not granted stock options to the Board of Director’s members that are not officers at the same time.
b. Plan’s main objectives
i.
stimulate the expansion, the success and the companies’ and its shareholders’ corporate purpose and
interests, allowing its managers and employees to acquire Company’s shares, in the terms, conditions
and under the Stock Option Plan, encouraging their integration to the Company; and
126
BZDB01 88044462.3 03-set-10 20:27
ii.
allow the Company to obtain and maintain high level executive’s services, offering them an
additional advantage to become Company’s shareholders under the terms and conditions of the Stock
Option Plan.
c. How did this plan contribute to our objectives
Aligning the interests of the managers, the Company and its shareholders and through the manager’s benefits and
according to the shares performance.
d. How does the plan is inserted in the remuneration’s policy
The Company has a valorization policy under the employee’s individual merit, based on the achievement of
operational and financial goals and on the individual performance. The compensation stock-based plans implemented
encourages the good performance and commitment to the Company’s goal, the meritocratic system and goals
achievement.
e. How does the plan lines to the managers and the Company’s interests in short, medium and long term.
The Stock Option Plan lines the managers, Companies and shareholders by granting benefits to the managers according
to the Company’s shares. performance. Through the Stock Option Plan we seek to improve our management and the
permanence of our executives, aiming gains for the commitment and the long-term and short-term performances. In
addition, the Stock Option Plan aims to allow the Company to obtain and maintain our high level executives,
offering them additional advantages to become shareholders under the terms and conditions of the Stock Option
Plan.
f. Maximum number of included shares
The Remuneration and Stock Option Plan Administration Committee can grant a total of options that represent 8.00%
of our issued shares on the date of the implementation of each Program.
g. Maximum number of options to be granted.
The Remuneration and Stock Option Plan Administration Committee can grant a total of options that represent 8.00%
of our issued shares on the date of the implementation of each Program. Considering the amount of shares issued by
the Company on the date hereof, the total amount is equal to 31,190,225 options, of which 31,180,000 options
have already been granted on the date hereof. The First Program granted a total of 12,380,000 options to subscribe
common shares of the Company, of which 12,220,000 were allocated to executive officers of the Company on the
date hereof, considering the stock split described in item 17.3 of this Form. The Second Program granted a total of
1,200,000 options to subscribe common shares of the Company, of which 530,000 were allocated to executive
officers of the Company on the date hereof, considering the stock split referred in Item 3.17 of this Form. The
Third Program granted a total of 17,600,000 options to subscribe common shares of the Company, of which
14,500,000 were allocated to executive officers of the Company on the date hereof.
h.
Terms of the acquisition of shares
The shares may be purchased in four equal and annual plots, and for each plot there is a period of 24 months to
acquire the shares. The shares of First Program has an exercise equal to R$6.30, the Second Program price equal to
R$11,15, and the Third Program price equal to R$12.00, all corrected by the IGP-M since the grant date of each plan.
The exercise price of options not exercised shall be deducted from the dividends and interest on equity paid by the
Company.
i.
Criteria for determining the purchase price or exercise
127
BZDB01 88044462.3 03-set-10 20:27
The exercise prices were determined based on a discount on the price of the Company's initial public offering for the
First Program, the price of the second offering of Company's shares completed in October 2007 for the Second
Program and the price of the third public offering of Company's shares completed in October 2009 for the Third
Program.
j.
Criteria for determining the exercise period
The Remuneration and Stock Option Plan Administration Committee set the deadline of 24 months to exercise in
view of the alignment of medium and long-term of the beneficiaries of the program.
k.
Type of settlement
In cash within 15 days of the subscription of shares.
l.
Restrictions on transfer of shares
Unless otherwise decided by the Remuneration and Stock Option Plan Administration Committee, the shareholder
may only sell, transfer or in any way transfer the Company's shares originally subscribed or purchased under the
terms of the Plan, as well as those that may be acquired by him because of bonuses, stock splits, subscriptions or
any other acquisition after the expiry of 24 months from the date that the option was granted.
m. Criteria and events that, when checked, will cause the suspension, modification or termination of the
plan
The Board of Directors of the Company may at any time, amend or terminate the Plan or establish rules applicable
in case omitted omissions.
n.
Effects of outgoing administrator of the boards of the Company about its dire ItŐs envisaged in the
plan of stock-based compensation
Terminated for any reason, the employment relationship or the term of offices of the executive, except in case of death or
permanent disability of the option holder, the following provisions shall apply:
a)
In cases of dismissal and/or resignation of the manager or employee for “case” as defined in corporate
and labor law, the options that, upon termination of employment relation or the term of officers of the
executive, have been granted and not exercised, or yet are not exercisable, shall be extinct. The restriction
referred to in item k above remain valid regardless of termination of the employment or the term of offices of
the executive;
b)
In cases of dismissal and/or resignation of the manager or employee without “cause” as defined in
corporate an labor law, the shares that they were already subscribed under the terms of the Plan may be freely
sold on the stock exchange market or privately, being without effect the restriction referred to in item k above.
The beneficiary shall be entitled to anticipate the next plot of options exercise in proportion to the number of
worked months in the current year of his resignation or dismissal without cause, computing the entire month in
which such removal or resignation occurred without cause; and
c)
In cases of resignation of the manager or employee or his or her retirement, the beneficiary shall be
entitled to antecipate the options for the next plot of exercise in proportion to the number of months worked in
the year of his or her registration without cause, computing the entire month in which there was such dismissal
without cause.
13.5. Number of shares or shares held directly or indirectly, in Brazil or abroad, and other convertible
securities into shares or quotas issued by the Company, its controlling direct or indirect subsidiaries or under
128
BZDB01 88044462.3 03-set-10 20:27
common control, by members of the board, statutory board or supervisory board, grouped by board, the
7
closing date of the last financial year
Director
Alessandro Monteiro Morgado Horta
Cauê Castello Veiga Innocêncio Cardoso
Frederico Marinho Carneiro da Cunha
Gilberto Sayão da Silva
João Miguel Mallet Racy Ferreira
Marcus Vinicius Medeiros Cardoso de Sá
Roberto Carlos Madoglio
Pedro Quintella
Sergio Passos Ribeiro
Vitor Hugo dos Santos Pinto
Ricardo Kobayashi
Bruno Zaremba
Michel Wurman
Total held
shares
% Total
Directly
held
shares
Indireclty
held shares
% Total
directlye
% Total
indirectly
1.081.325
0,20%
2
0,20%
0,01%
23.435
1.081.325
-
-
23.435
0,01%
-
-
-
-
-
-
-
7,582,436
1.37%
2
1.37%
0.01%
2,461
7,582,436
-
-
2,461
0.01%
-
1,250.002
0.23%
-
0.23%
-
44,720
-
0.01%
1,250,002
-
-
0.01%
-
-
44,720
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1
-
-
-
-
-
-
1
-
-
1
-
1
-
-
-
942,810
0.17%
942,810
-
0.17%
-
Total
10,927,192
1.98%
2,218,715
8,708,477
0.40%
1.57%
Total Board of Directors
Total Board of Auditors
Total Executive Board
10,856,576
1.96%
2,192,819
8,663,757
0.40%
1.57%
-
-
-
-
-
-
2,263,428
0.41%
2,218,708
44,720
0.40%
0.01%
The information pertains to common stock issued by the Company.
13.6. The stock-based compensation recognized the income of the three fiscal years and planned for the current
fiscal year, of the board of directors 8:
Number of beneficiaries
members of stock options
Granting power to purchase
shares
Grant date (s)
Number of options granted
Deadline for the options to
become exercisable
Exective Board
First Program
Exective Board
Second Program
Executive Board
Third Program
5
2
6
May 5, 2007
12.220.000
In four annual
increments, the first
being on February
01, 2008
April 4, 2008
530.000
January 01, 2010
14.500.000
In four annual increments, the
first one on January,2011
In four annual increments, the
first being on February 01, 2009
January 1, 2013,
2014,2015,2016
Maximum term the exercise
of the options
May 05,2012 & 2013
April 04, 2012, 2013 & 2014
7
To avoid duplication, if the person is a member of the board and board of directors, securities held by it shall be disclosed only in the amount of
securities held by members of the board.
8
129
BZDB01 88044462.3 03-set-10 20:27
Exective Board
Maximum period of
restriction on tranfering
shares
Average price of each of the
folowwing groups of options
Outstanding at the
beginnig of fiscal year
Lost during the fiscal
year
Exercised during the
fiscal year
Expired dureing the
fiscal year
Fair value of options on the
dates of the grants
Potential dilution in the event of
exercise of all options granted on
the dates of grant
Executive Board
Exective Board
January, 01 2012
May 5, 2009
April 4, 2010
R$7.22
R$11.58
R$7.24
R$11.61
R$7.07
-
-
-
R$42,772,450.78
R$5,415,878.93
R$ 118,417,022.30
5.23%
0.18%
4.51%
In the years 2007 and 2008 there was no stock-based compensation recognized in the results of the Company.
The Third Program was granted on January 3, 2010 and will be recognized as income only in 2010.
There were no options to purchase shares granted to members of the Board of Directors who are not executives
simultaneously.
13.7 Regarding the options open to the board of director and the executive board at the end of last fiscalyear9:
2009
Number of members
Option not yet exercisable
Amount
Executive Board
First Program
6
Executive Board
Second Program
2
6,110,000 in 2 equal
increaments
397,500 in 3 equal increaments
Date that they will become execisable
Deadline for exercising options
Period od restriction on transfer of shares
Average exercise price
Fair value of options on the last day of the fiscal year
For exercisable options
Deadline for exercising options
Period od restriction on transfer of shares
Fair value of options on the last day of the fiscal year
February 1, 2010 and 2011
May 5, 2012 and 2013
May 5, 2009
R$7.02
R$22,749,877.77
February 1, 2010 and 2011and
2012
April 4, 2012, 2013 and 2014
April 4, 2009
R$11.33
R$1,984,322.98
0
Not Applicable
May 5, 2009
R$7,02
R$R$22,479,877.77
123,319
February 01, 2011
April 4, 2009
R$11.33
R$501,182.71
R$2,485,505.69
On December 31, 2009 there were no options to purchase shares held by members of the Board of Directors who are
not executives simultaneously.
13.8. For options exercised and shares delivered on stock-based compensation of the board of directors and the
board office in the past 3 fiscalal years:
2009
Number of members
Executive Board – First Program
5
9
130
BZDB01 88044462.3 03-set-10 20:27
2009
For exercised options
Number of shares
Total value of the difference between the exercise value and market value
of shares related to options exercised, considering the market price of
R$10.20 on the day
Shares issued
Number of shares
Total value of the difference between purchase price and market value of
shares acquired
5,290,732
R$7.07
R$16,559,991.16
-
2008
Number of members
For exercised options
Number of shares
Total value of the difference between the exercise value and market value
of shares related to options exercised, considering the market price of
R$11.65 on the date of the exercise
Shares issued
Number of shares
Total value of the difference between purchase price and market value of
shares acquired
3
489,338
R$7.22
R$2,239,943.97
-
For the 2008 fiscal year were considered only stock options held by beneficiaries who were mebers of the Executive
Board as well in such fiscal year.
In the 2008 and 2009 fiscal years no stock options were exercised under the Second Program.
There were no stock options exercised during the 2007 fiscal year.
No stock options were granted to the members of the Board of Directors who are not members of the Executive
Board simultaneously
13.9. Brief description of the necessary information to understand the disclosed data in items 13.6 to 13.8, as the
explanation of the method of pricing the value of the shares and stock options, including:
a.
Pricing Model
b.
Data and assumptions used in the pricing model, including the average price of shares, price
exercise, expected volatility, maturity, expected dividends and free risk interest rate
c.
Method used and assumptions taken to incorporate the effects of the expected early exercise
The average fair value of stock options is updated when using the Black-Scholes model, assuming the dividend
payment of 1.31%, expected volatility of approximately 36.73% per year for the First Program and 53.19% per year
for the Second Program, with a risk-free rate average of 11.17% and a final maturity of 4.8 years.
The dilution of the current shareholders in case of a full exercise of the stock options granted would be 1.83%,
calculated as follows:
Stock shares
Company’s shares
Total
% de diluiton
12.31.2009
7,147,323
389,877,818
397,025,141
1.83%
(a)
(b)
(c ) = (a)+(b)
(c )/(b)-1
131
BZDB01 88044462.3 03-set-10 20:27
d.
Form of determiningof the expected volatility
Unable to determine the volatility, since it is historical.
e.
If some other features of the option was incorporated into the fair value measurement
There is no other options characteristics incorporated in its value.
13.10. In relation to pension plans in force granted to the members of the board of directors and executive
officers, provide the following information:
There are no pension plans in force.
13.11. Indication of the items in the table below, for the three fiscal years related to the board of directors, the
executive board and the board of auditors:l10:
2010 - PREVISION
Number of members
Value of the higher personal income (R$)
Value of the lower personal income (R$)
Average value of personal income (R$)
Board of Directors
(annual)
8
Executive Board
(annual total)
6
132,000,00
132,000,00
132,000,00
360,000,00
140,000,00
240,000,00
Board of Auditors
(annual total)
3 efetivos
3 suplentes
12,000,00
12,000,00
12,000,00
* The above amounts do not include the variable remuneration for the year 2010, considering that this is directly linked with the outcome of the
fiscal year and there's no way it currently provides. Such remuneration is limited to the difference between the amount proposed for the
shareholders’ meeting to the global remuneration of directors and the provision of other funds. The above amount does not include costs of stock
options of the Third Program, which was granted on January 3, 2010 and will be recognized as income in 2010.
2009
Executive Board
(annual total)(1)
Número de membros
Board of
Directors
(annual)(2)
6
6
Executive Board
(annual
total)(1)(3)
6
Value of higher personal income (R$)
132,000,00
131,633,00
131,938,00
7,163,514,14
960,073,30
5,115,297,67
12,578,604,78
1,312,982,75
8,098,379,46
2008
Board of
Directors
(annual)(2)
6
123,000,00
123,000,00
123,000,00
Executive Board
(annual total) (1)
Executive Board
(annual
total)(1)(3)
3
8,815,125,60
2,612,818,56
5,466,480,51
Número de membros
2007
Número de membros
3
3,259,620,80
1,253,546,64
2,243,530,25
Board of Directors
(annual)(2)
6
72,000,00
72,000,00
72,000,00
Executive Board
(annual total) (1)
3
4,844,143,09
1,719,527,97
3,270,799,84
Board of
Auditors (annual
total)
3 efetivos
1 suplente
12,000,00
12,000,00
12,000,00
Board of
Auditors
0
-
Board of Auditors
0
-
(1) The amounts given do not include the remuneration of directors Michel Wurman and Jose Antonio T. Grabowsky as members of the board.
(2) Directors Michel Wurman and Jose Antonio T. Grabowsky also receive compensation indicated in this column the for position of members of the Board of Directors
that they hold.
10
To investigate the values to be inserted in this item, use the criteria described in item 13.2.
132
BZDB01 88044462.3 03-set-10 20:27
(3) The amounts in this column include compensation based on the granting of stock options to executive directors recognized in earnings. To calculate the value of that
expenditure per stock option granted was determined the total recognized in these exercises for each of the programs, divided by the number of options granted in each
program. In this sense, is reached an expense for options to purchase shares worth R$0.81/option for First Program and R$1.06 option for the Second Program in 2009
and R$0.83/option for First Program in 2008. That remuneration does not reflect on cash expense to the Company.
There was no remuneration paid in 2006.
13.12. Description of contractual arrangements, insurance policies or other instruments that structure
mechanisms of remuneration or compensation for directors in case of removal from office or retirement,
indicating the financial implications for the Company
See items and 13.1.g and 13.4.m above. The financial consequences shall be the payment of the Deferred PR
installment to the manager, as well as the net and certain right that the beneficiary has to exercise stock options of the
Company under the Plan.
13.13. Regarding the last three fiscal years, indicate the percentage of total compensation for each agency
recognized in the income of the Company relating to members of the board, the board office or the Supervisory
Board who are related parties to the control, direct or indirect, as defined by accounting rules that deal with this
issue.
Board
Board of Directors
Statuary Boards
Board of Auditors
2006
83.33%
66.66%
-
2007
83.33%
66.66%
-
2008
83.33%
66.66%
-
2009
83.33%
33.33%
0%
The percentages in the table above were obtained considering that only the independent counsel is not considered
related party, since the remaining members of the Board of Directors are quotaholders of the FIP PDG I on those
dates, and in turn, are considered related parties. Moreover, regarding the Executive Board, the rule is the same, i.e.,
the executives who are also quotaholders of the FIP PDG I are considered related parties on those dates.
13.14. Regarding the last three fiscal years, indicate the amounts recognized on the Company as remuneration for
members of the board of directors, the executive board or the board of auditors, grouped by board, for any reason
other than the function they occupy, such as , commissions and advisory services or assistance rendered.
There was no payment of compensation for members of the Board of Directors, the Executive Board or the Board of
Auditors for any reason other than the function that they perform.
13.15. Regarding the last three fiscal years, indicate the values recognized in the income of drivers, direct or
indirect, of companies under common control of the Company's subsidiaries, as remuneration for members of the
board of directors, the executive board or the board of auditors of the Company grouped by board, specifying in
what respect such values were attributed to such individuals.
There was no payment of compensation for members of the Board of Directors, the Executive Board or the Board of
Auditors recognized in the income of drivers, direct or indirect, of companies under common control of the
Company's subsidiaries.
13.16.
133
BZDB01 88044462.3 03-set-10 20:27
14.
HUMAN RESOURCES
14.1. Description of the Company's human resources by providing the following information:
a. number of employees (total, by groups based on activity performed and by geographical location)
The evolution of our employees in 2006, 2007, 2008 and 2009 is described below:
December 31,
2007
647
108
2006
275
42
Sales and management
Construction
2008
1,044
178
São Paulo – SP: 560
Locations
Total
São Paulo - SP
317
Rio de Janeiro – RJ: 195
755
2009
1,925
125
São Paulo – SP:
São Paulo – SP: 634 1455
Rio de Janeiro – RJ: Rio de Janeiro – RJ:
588
595
1,222
2,050
b. number of outsourced employees (total, by groups based on the activity performed and by geographical
location)
The Company and its subsidiaries have outsourced employees allocated in 3,414 constructions.
2006
Outsourced Employees
Location
c.
0
São Paulo - SP
2007
2008
2009
341
1,613
3,414
São Paulo - SP:
200
São Paulo – SP: 2.900
Rio de Janeiro – São Paulo –SP: 854
Rio de Janeiro – RJ:
RJ: 141
Rio de Janeiro – RJ: 759 514
turnover rate
Turnover rate
2006
2007
2008
2009
0
3.34%
1.27%
4.19%
d. Company's exposure to liabilities and contingent labor
Company
Amount of Contingency
2006 (R$ millions)
2007 (R$ million)
2008 (R$ million)
2009 (R$ million)
0
1.22
1.82
0.74
14.2. Comments on any relevant changes observated period occurred in relation to the figures released in item
14.1 above
We believe that changes in numbers that were reported on item 14.1 due to our operational growth, relating to fiscal
years 2006, 2007, 2008 and 2009.
14.3. Description of the policy of remuneration of the Company’s employees:
a. Policy of salaries and variable compensation
Although there is no specific salary policy, employees who have worked more than 90 days are entitled to receive
profit participation of the Company. The value of participation is determined by (i) scope of the overall goals of the
company where the employee works; and (ii) individual assessment of each employee.
134
BZDB01 88044462.3 03-set-10 20:27
Given the culture geared to maximize results, the Company maintains a policy of merit of individual employees
through the adoption of a variable pay based on achievement of operating and financial goals and individual
performance. The profit sharing plans and results are implemented as a motivational tool of good individual
performance and commitment to business goals, since they aim to reward employees with different performance
throughout the year.
b. Benefits Policy
The Company offers the following benefits to all employees, regardless of position, function and time of service:
health insurance, dental insurance, food vouchers, meal vouchers, transportation tickets, parking. This way, the
Company encourages the alignment of interests of employees with the Company's goals, to encourage the
involvement of employees and also attract and retain highly qualified professionals.
The Company has a profit sharing program, so that a portion of the Directors and employees remuneration is tied to
compliance with operating and financial goals and individual performance of each one. Our remuneration policy also
has a stock option program, as our variable compensation program, favors meritocracy and goals. CHL offers the
following benefits to all employees, regardless of position, function and length of service with such control: health
insurance, dental insurance, life insurance, food vouchers, meal vouchers.
c.
Characteristics of the compensation plans based on actions of non-employee directors, identifying:
The characteristics of compensation plans based on the employee’s action are identical to those of the directors,
particularly those described in subparagraphs (b), (c) and (d) of subclause 13.4 above.
14.4.
Description of the relation between the company and unions
Goldfarb's main activity is civil construction, and the Sao Paulo State Union of Workers of the Civil Construction
Industry (Sindicato dos Trabalhadores nas Indústrias de Construção Civil do Estado de São Paulo), or the
SINTRACON-SP, is the representative of the interests of Goldfarb's employees in the city of Sao Paulo. In general, the
São Paulo State Union of Companies of the Civil Construction Industry SINDUSCON-SP (Sindicato da Indústria da
Construção Civil do Estado de São Paulo) negotiates the collective bargaining agreements applicable to the employees
of our São Paulo subsidiaries on an annual basis with the SINTRACON-SP.
CHL's main activity is civil construction, and the Rio de Janeiro Municipal Union of Workers of the Civil Construction
Industry, Hydraulic Floor Tiles and Cement, Marble and Granite Products, and Construction and Highway, Paving and
Land Leveling in General and Maintenance and Industrial Assembling Industries (Sindicato dos Trabalhadores das
Indústrias da Construção Civil, de Ladrilhos Hidráulicos e Produtos de Cimento e de Mármores e Granitos, e da
Constrção e de Estradas, Pavimentação e Obras de Terraplanagem em Geral e Manutenção e Montagem Industrial do
Município do Rio de Janeiro), or SINTRACONST-RIO is the representative of the interests of CHL's employees in the
city of Rio de Janeiro. In general, the Rio de Janeiro State Union of Companies of the Industry of Civil Construction
Industry (Sindicato da Indústria da Construção Civil do Rio de Janeiro), or the SINDESCON-RIO, negotiates the
collective bargaining agreements applicable to the employees of our Rio de Janeiro subsidiaries on an annual basis with the
SINTRACONST-RIO.
135
BZDB01 88044462.3 03-set-10 20:27
15.
CONTROL
15.1. Shareholder’s identification or group of controlling shareholders:
There is no group of controlling shareholders.
15.2. List with the information of the shareholders or of the group of shareholders that act together or that
represent the same interest, with a participation equal or above 5% of a same class or type of shares that is not
listed on item 15.1:
BlackRock, Inc (“BlackRock”)
BlackRock is an investment management with its headquarters on 40 East 52nd Street, New York. On February 8,
2010, Blackrock had 22,341,350 common shares trhough its generated funds. This represented 5.73% of its capital
stock and of the Comany’s common shares issuance.
Marsico Capital Management, LLC (“Marsico”)
Marsico is an investment management with its headquarters on 1200 17th Street, Suite 1600, Denver, Colorado. On
April 1, 2010, through a generated found, Marisco had 20,630,700 common shares, representing 5.28% of the total
capital stock
The table below describes the shareholders that have participation equal or superior than 5% in the Company:
Name
BlackRock Inc
Marsico Capital
Management, LLC
Nationality
northamerican
northamerican
CPF
CNPJ
Common
Shares
% in commmon
shares and in the
total capital stock
Participat
e on
sharehold
ers’
agreemen
t
N/A
22.341.350
5.73
No
Ferbuary 8, 2010
N/A
20.630.700
5.28%
No
April 01, 2010
Last alteration
Corporate organization chart as presented in item 8.2 above, does not present another shareholder that has a direct
participation superior than 5% in the Company, considering that basically 100% of the Company's shares are in free
float. The last change occurred in the percentage of participation in the Company was in April 1st, 2009. The
Company does not have a shareholder’s agreement in force filed in its headquarters.
15.3. Descrption of the capital distribution as established in the last shareholder’s meeting:
Capital Stock Distribution
Physical person Shareholders
Juridical person shareholders
Institutional investidors
Numer of shares in the markes, by class and type
Compostion based on General shareholders’ meeting of
June10, 2010
1,711
69
2,779
400,814,870 common shares
15.4. Corporate Organization, identifying all the direct and indirect controllers as well as the shareholders with
an equal or superior than 5% participation of one class or type of shares, as long as compatible with the other
information presented in the items 15.1 e 15.2.
The shareholder’s corporate organization is present on item 8.2 above.
15.5. Any shareholder’s agreement in the Company or from the controller that is part, ruling the exercise of
the right to vote and the transference of shares from the Company’s issuance
136
BZDB01 88044462.3 03-set-10 20:27
There is no shareholder’s agreement filed in the headquarters of the Company.
15.6. Indication of the relevant alterations on the participation of the controlling group members and
management’s of the Company
There has not been an alteration for the past three fiscal years.
15.7. Other relevant information
137
BZDB01 88044462.3 03-set-10 20:27
16. RELATED PARTIES TRANSACTIONS
16.1. Description of the rules, policies and practices of the Company in the operations with related parties as
defined by the accounting rules.
Business and transactions with related parties of the Company are always performed in observance of the price
and market conditions and therefore do not generate any benefit or harm to the Company or to any other parties.
Pursuant to article 13 of our Bylaws, the Board of Directors shall decide about: the conclusion, changes and
termination of contracts and the conduct of operations of any kind between the Company and its shareholders
and/or its subsidiaries, affiliates or controlling shareholders of the Company. The meetings of the Board of
Directors are held to consider these and other investment decisions and they are installed with the presence of
most members of the Board of Directors. The resolutions are valid if approved by the majority of members
present, being the president's vote the tiebreaker.
16.2. Information related to transactions with related parties that, according to accounting standards, should be
disclosed in financial statements or consolidated by the Company. That have been concluded over the past three
fiscal years or are in force in the current fiscal year:
The Company's operations with related parties are carried out in terms proven to be equivalent to those contracted
in transactions with independent parties.
Loan operations and advances for future capital increase
Amounts classified in current and non-current assets, as advance for future capital increase (AFAC), refer to
contributions to make the initial phase of the projects feasible. These contributions are not subject to any index or
interest rate, and, the shareholders will decide on the capitalization or refund of these balances to shareholders.
The balance of loans between the related parties, recorded under non-current assets, refer to a loan to subsidiary
CHL Desenvolvimento Imobilidrio S.A., which is restated at the rate of the IGPM + 12.68% p.y.
Operations with debentures
The balances of debentures, recorded in the Controlling Company's non-current assets, are remunerated at rates
varying from IGPM + interest 12% p.y. to IGPM + interest 14% p.y. and from CDI + interest 2% to CDI +
interest p.y., as set forth in the chart of Note 7 of the Company’s financial statements.
Endorsements and guarantees
As of June 30, 2010, the Company provided endorsements and guarantees to its subsidiaries in the approximate
amount of R$2,139,100 (R$1,299,774 as of March 31, 2010) in order to guarantee real estate loan operations
with top financial institutions.
The subsidiaries have so far complied with each and every contractual condition of the loan operations
mentioned above.
Credit assignment operations sold with guarantee
on 2009, the Company carried out operations to purchase real estate credits of consolidated companies through its
investee CHL Desenvolvimento Imobiliário S.A. The total amount of these operations was R$99,618 at a discount
rate of 12.68% p.y. in the acquisition of these receivables. Subsequently, the Company carried out the real estate
138
BZDB01 88044462.3 03-set-10 20:27
credit assignment operations mentioned above with its subsidiary PDG Companhia Securitizadora S.A. at the
discount rate of 12.68% p.y. The unpaid amount regarding related parties in relation to this operation was R$5,947
(R$6,547 on March 31, 2010).
On May, 2010, the Company carried out operations to purchase real estate credits of consolidated companies through
its investee CHL Desenvolvimento Imobiliário S.A. The total amount of these operations was R$168,157 at a
discount rate of 12.68% p.y. in the acquisition of these receivables. As of June 30, 2010, the unpaid amount
regarding related parties in relation to this operation was R$38,000. There is no unpaid amount regarding the credit
transfer between the Company and PDG Companhia Securitizadora.
These operations were executed with guarantee by the parties assigning the credits. For this reason, real estate credits
were not written off from the balances of the companies controlled by CHL Desenvolvimento S.A. and the amounts
received by these companies were recorded as liabilities stating the corresponding financial guarantee. Revenues and
expenses from the operation are apportioned pro rata tempore in item “Financial expenses”, as the customers pay the
installments of assigned credits, consequently ending the guarantee of these installments.
It was retained, in the six month period ended on June 30, 2010, R$1,250 (R$606 on the quarter ended on March 31,
2010) as “Financial Revenues” of the Controlling Company due to the operation of receivables with its controlled
company CHL and R$283 (R$192 on the quarter ended on March 31, 2010) as “Financial Revenues” in the
securitization transaction with its controlled company PDG Securitizadora. In the consolidated financial statements,
the effects of the operations of financial revenues and expenses are eliminated.
It was retained, in the six month period ended on June 30, 2010, R$1,250 (R$606 on the quarter ended on March
31, 2010) as “Financial Revenues” of the Controlling Company due to the operation of receivables with its
controlled company CHL and R$283 (R$192 on the quarter ended on March 31, 2010) as “Financial Revenues” in
the securitization transaction with its controlled company PDG Securitizadora. In the consolidated financial
statements, the effects of the operations of financial revenues and expenses are eliminated.
The Company did not carry out credit assignment of receivables in the six-month period ended June 30, 2009.
The balances and operations with related parties are shown below :
CONSOLIDATED 2010 (R$ TH)
06.30.2010
Post
Non current
debentures
Mutual
people
linked active
current
and non
current
Agre
-
1,168
102
-
-
-
1,168
Alves Pedroso Empreend. Imob.
SPE Ltda.
2,913
-
-
-
-
2,913
-
Amazon Empreend. Imob. Ltda.
IGPM +
14% a.a
4
-
973
582
-
-
América Piqueri Incorporadora
S.A.
N/A
-
-
346
-
-
-
AFAC
Related
Related
parties with parties with
currents
current and currents and
and non
non current non current
currents
liabilities
assets
assets
AFAC
non
currents
liabilities
139
BZDB01 88044462.3 03-set-10 20:27
06.30.2010
Post
Non current
debentures
Mutual
people
linked active
current
and non
current
Austria Empreend. Imob. SPE
Ltda.
N/A
-
-
21
-
-
-
Av. Chile 230 Investimentos
Imob. S.A.
N/A
-
-
32
-
-
-
Badeirantes Empreend. Imob.
Ltda.
N/A
-
-
-
61
-
-
Baguary Empreend. Imob. Ltda.
N/A
-
-
140
492
29
-
N/A
-
-
5,526
-
-
-
Big Field Empreend. Imob. S.A.
N/A
-
-
-
3,263
82
-
CHL Desenvolvimento Imob.
Ltda.
N/A
-
17,594
17,301
22,583
-
-
Cipasa Desenvolvimento Urbano
S.A.
N/A
-
-
9,763
-
-
-
Cyrela Tennessee Empreend.
Imob. S.A.
N/A
-
-
166
-
-
-
Dominus Engenharia Ltda.
N/A
-
7,607
-
-
-
-
SKY Empreend. Imob. S.A.
N/A
-
-
1,168
102
-
-
FatorRealtyParticipaçõesS.A
N/A
-
2,913
-
-
-
-
FatordaVinci Empreend. Imob.
Ltda.
N/A
-
-
2,116
-
-
-
Fator da Aquarius Empreend.
Imob. Ltda.
N/A
-
-
-
1,280
-
-
Gardênia Participações S.A.
N/A
-
-
200
-
-
-
Girassol - Vila Madalena
Empreend. Imob. S.A.
N/A
-
-
1,077
348
-
-
Gold Acre Empreend. Imob. SPE
Ltda.
N/A
-
-
3
-
-
-
Gold Bahamas Empreend. Imob.
SPE Ltda.
N/A
-
-
20
-
1,205
-
N/A
-
-
2
-
-
-
Gold Black Empreend. Imob.
AFAC
Related
Related
currents
and non
currents
assets
liabilities
assets
AFAC
non
currents
liabilities
140
BZDB01 88044462.3 03-set-10 20:27
Post
Non current
debentures
Mutual
people
linked active
current
and non
current
Gold Califórnia Empreend. Imob.
SPE Ltda.
N/A
-
-
18
-
-
-
Gold Canadá Empreend. Imob.
SPE Ltda.
N/A
-
-
12
-
-
-
Gold Escócia Empreend. Imob.
SPE Ltda.
N/A
-
-
1
-
-
-
Gold Flórida Empreend. Imob.
SPE Ltda.
N/A
-
-
297
-
-
-
Gold Gana Empreend. Imob. SPE
Ltda.
N/A
-
-
54
-
-
-
Gold Havana Empreend. Imob.
SPE Ltda.
N/A
-
-
-
75
-
-
Gold Írlanda Empreend. Imob.
SPE Ltda.
N/A
-
-
29
-
-
-
Gold Lisboa Empreend. Imob.
SPE Ltda.
N/A
-
-
155
-
-
-
Gold Lyon Empreend. Imob. SPE
Ltda.
N/A
-
-
-
16
-
-
Gold Madri Empreend. Imob.PE
Ltda.
N/A
-
-
115
-
1,113
-
Gold Marília Empreend. Imob.
SPE Ltda.
N/A
-
-
2,663
-
-
-
Gold Marrocos Empreend. Imob.
SPE Ltda.
N/A
-
-
2
2,100
-
-
Gold Monaco Empreend. Imob.
SPE Ltda.
N/A
-
-
48
-
-
-
Gold New York Empreend. Imob.
SPE Ltda.
N/A
-
-
9
-
-
-
Gold Noruega Empreend. Imob.
SPE Ltda.
N/A
-
-
-
-
10,374
-
06.30.2010
AFAC
Related
Related
currents
and non
currents
assets
liabilities
assets
AFAC
non
currents
liabilities
SPE Ltda.
141
BZDB01 88044462.3 03-set-10 20:27
06.30.2010
Post
Non current
debentures
Mutual
people
linked active
current
and non
current
Gold Oceania Empreend. Imob.
SPE Ltda.
N/A
-
-
26
-
-
-
Gold Oregon Empreend. Imob.
SPE Ltda.
N/A
-
-
-
13
-
-
Gold Palmares Empreend. Imob.
SPE Ltda.
N/A
-
-
88
-
-
-
Gold Piauí Empreend. Imob. SPE
Ltda.
N/A
-
-
-
1,111
-
-
Gold Porto Alegre Empreend.
Imob. SPE Ltda.
N/A
-
-
58
6
-
-
Gold Roraima Empreend. Imob.
SPE Ltda.
N/A
-
-
2
-
-
-
Gold Salvador Empreend. Imob.
SPE Ltda.
N/A
-
-
1,185
-
-
-
Gold Santiago Empreend. Imob.
SPE Ltda.
N/A
-
-
48
-
-
-
Gold São Paulo Empreend. Imob.
SPE Ltda.
N/A
-
-
146
-
-
-
Gold Suiça Empreend. Imob.
SPE Ltda.
N/A
-
-
-
-
50
-
Gold Uberaba Empreend. Imob.
SPE Ltda.
N/A
-
-
-
-
4,464
-
Goldfarb 5 Empreend. Imob.
Ltda.
N/A
-
-
46
8
46
-
Goldfarb 7 Empreend. Imob.
Ltda.
N/A
-
-
-
-
103
-
Construções S.A.
N/A
-
300
41,860
94,395
62,467
9,527
Goldfarb PDG 3 Inc Construções
S.A
N/A
-
-
-
1
-
-
HL Empreend. S.A.
N/A
-
-
64
-
-
-
AFAC
Related
Related
currents
and non
currents
assets
liabilities
assets
AFAC
non
currents
liabilities
142
BZDB01 88044462.3 03-set-10 20:27
06.30.2010
Post
Non current
debentures
Mutual
people
linked active
current
and non
current
Jazz 2006 Participações S.A.
N/A
-
-
2,028
-
-
-
Kirmayr Negócios Imob. SPE
Ltda.
N/A
-
-
77
-
-
-
Lindencorp Desenvolvimento
Imob. S.A.
IGPM +
12% a.a
24,250
-
-
-
-
-
LN Empreendimentos
Imobiliários
N/A
-
6,346
570
-
-
-
LN 29 Empreendimentos
Imobiliários
N/A
-
-
-
239
-
-
LN 28 Empreendimentos
Imobiliários
N/A
-
-
-
331
-
-
Marpal Empreend. e
Participações Ltda.
N/A
-
-
39
-
-
-
Moinho
N/A
-
464
-
-
-
-
MZT Empreend. Imob. Ltda.
N/A
-
-
44
498
-
-
Nova Água Rasa Empreend.
Imob. Ltda.
N/A
-
-
-
-
3
-
Nova Tatuapé Empreend. Imob.
Ltda.
N/A
-
-
215
-
-
-
PDGSãoPauloS.A.
N/A
-
-
-
-
114
-
PDG Desenvolvimento Imob.
Ltda.
N/A
-
-
-
1
-
-
PDG LN 9 Incorporações e
Empreend. S.A.
N/A
-
-
-
-
211
-
PDG Loteadora S.A.
N/A
-
-
-
4
-
-
PDGAraxá
N/A
-
-
7,146
-
-
-
8,419
-
3,722
6,101
-
-
-
-
775
-
-
-
REP DI Desenvolvimento Imob. IGPM +
S.A.
12% a.a
Saint Hilaire Empreend. Imob.
Ltda.
N/A
AFAC
Related
Related
currents
and non
currents
assets
liabilities
assets
AFAC
non
currents
liabilities
143
BZDB01 88044462.3 03-set-10 20:27
06.30.2010
Post
Non current
debentures
Mutual
people
linked active
current
and non
current
Sardenha Empreend. Imob. S.A.
N/A
-
-
8,929
7,016
-
-
SCP Green Village
N/A
-
-
45
-
462
-
Serra Bella Empreend. Imob.
Ltda.
N/A
-
-
-
-
195
-
ZMF22 Incorporações S.A.
N/A
-
-
1,777
5,054
203
19,577
Outros
N/A
-
-
-
309
18
-
32,673
37,992
111,151
185,253
82,693
29,104
Total on June 30, 2010
AFAC
Related
Related
currents
and non
currents
assets
liabilities
assets
AFAC
non
currents
liabilities
Related
parties with
current and
non current
assets
Related
AFAC
parties with
AFAC
currents and
non currents
non current currents assests
assests
liabilities
06.30.2009
Post
Non current
debentures
(Note 7)
Administradora de Bens Avante
S.A.
N/A
-
-
24
-
-
Alves Pedroso Empreendimentos
Imobiliários SPE Ltd
N/A
-
(277)
268
-
-
América Piqueri Incorporadora
S.A.
N/A
-
28
-
-
-
Amsterdan Empreendimentos
Imobiliários Ltda.
N/A
-
-
-
-
866
API SPE 39 - Planejamento e Des.
Empreend. Imobiliários Ltda
N/A
-
6
1,196
-
-
ATP Adelaide Participações S.A.
N/A
-
-
-
-
-
Austria Empreendimentos
Imob.SPE Ltda
N/A
-
-
-
-
1,498
Av. Chile 230 Investimentos
Imobiliários S.A.
N/A
-
-
-
-
2,477
Badeirantes Empreendimento
Imobiliário Ltda.
N/A
-
-
815
-
-
144
BZDB01 88044462.3 03-set-10 20:27
Related
parties with
current and
non current
assets
Related
AFAC
parties with
AFAC
currents and
non currents
assests
liabilities
06.30.2009
Post
Non current
debentures
(Note 7)
Baguary Empreendeendimentos
Imobiliários Ltda
N/A
-
166
474
-
-
N/A
-
5,060
-
1,901
-
Big Field Empreend. Imobiliários
S/A
N/A
-
-
-
-
-
Imobiliário S.A.
N/A
-
-
1
-
-
Bruxelas Empreend. Imob. Ltda
N/A
-
-
-
-
5,421
CHL Desenvolvimento
Imobiliário Ltda.
N/A
-
5,041
-
-
-
Cipasa Desenvolvimento Urbano
S.A.
N/A
-
7,418
-
-
-
Cyrela Tennessee
Empreendimentos Imobiliários
S.A.
N/A
-
233
431
-
-
Dominus Empreendimentos
Imobiliários
N/A
-
-
-
-
-
Eco Life Campestre
S.A.
N/A
-
-
309
393
-
Empreendimento Imobiliário S.A.
N/A
-
13
311
395
-
Eco Life Jaguaré
Empreendimento Imobiliário
S.A.
N/A
-
1
-
69
390
Eco Life Parque Prado
N/A
-
(74)
379
207
-
N/A
-
30
61
-
-
Eco Três Rios Empreendimento
Imobiliário S.A.
N/A
-
134
-
822
4,200
Ecolife Santana Empreendimento
Imobiliário S.A.
N/A
-
36
673
871
-
145
BZDB01 88044462.3 03-set-10 20:27
Non current
debentures
(Note 7)
Related
parties with
current and
non current
assets
Fator Amazon Empreendimentos IGPM
Imobiliários Ltda.
+14%a.a
37
900
553
-
-
Fator Aquarius Empreendimentos IGPM
Imobiliários Ltda.
+14%a.a
29
1,483
920
80
-
-
8
-
-
-
1,090
4
-
-
06.30.2009
Post
Related
AFAC
parties with
AFAC
currents and
non currents
assests
liabilities
Fator da Vinci Empreendimentos
Imobiliários Ltda.
N/A
Fator SKY Empreendimentos
Imobiliários Ltda.
N/A
Finlândia Empreendimentos
Imobiliários Ltda.
N/A
-
(254)
-
-
-
FL 17 Empreendimento
Imobiliário S.A.
N/A
-
-
-
(280)
121
N/A
-
200
-
-
-
GC Desenvolvimento Imobiliário
S.A.
N/A
-
-
89
-
-
Giardino Desenvolvimento
mobiliários S.A.
N/A
-
-
493
-
-
Giardino Empreendimentos
Imobiliários S.A.
N/A
-
-
1,246
-
-
Girassol - Vila Madalena
Empreend. Imobiliários S.A.
N/A
-
24
33
-
-
Gold Acapulco Empreendimentos
N/A
-
-
-
-
5,289
GoldAlaska Empreendimentos
N/A
-
198
-
-
-
Gold Anafi Empreendimentos
N/A
-
(1)
-
-
-
Gold Black Empreendimentos
N/A
-
1
1,123
-
-
N/A
-
11
-
-
-
Gold Donoussa Empreendimentos
Imobiliários SPELtda.
N/A
-
-
-
-
-
146
BZDB01 88044462.3 03-set-10 20:27
Related
parties with
current and
non current
assets
Related
AFAC
parties with
AFAC
currents and
non currents
assests
liabilities
06.30.2009
Post
Non current
debentures
(Note 7)
N/A
-
360
-
-
-
Gold Geneva Empreendimentos
N/A
-
-
210
-
-
Gold Havana Empreendimentos
N/A
-
-
12
-
-
Gold Holanda Empreendimentos
N/A
-
76
149
-
-
Gold Japão Empreendimentos
N/A
-
-
20
-
-
Gold Linhares Empreendimentos
N/A
-
-
94
-
-
Gold Lisboa Empreendimentos
N/A
-
444
-
-
-
Gold Luxemburgo
SPE Ltda.
N/A
-
-
-
-
3,027
Gold Madri Empreendimentos
N/A
-
(324)
99
422
-
Gold Marília Empreendimentos
N/A
-
79
-
-
-
Gold Marrocos Empreendimentos
N/A
-
-
806
-
-
Gold Minas Gerais
SPE Ltda.
N/A
-
2,049
-
-
Gold Monaco Empreendimentos
N/A
-
-
299
-
-
Gold Monaco Empreendimentos
N/A
-
100
-
-
-
Gold New York Empreendimentos
N/A
-
-
-
1
-
Gold Noruega Empreendimentos
N/A
-
617
-
-
-
147
BZDB01 88044462.3 03-set-10 20:27
Related
parties with
current and
non current
assets
Related
AFAC
parties with
AFAC
currents and
non currents
assests
liabilities
06.30.2009
Post
Non current
debentures
(Note 7)
Gold Oceania Empreendimentos
N/A
-
-
-
-
39
Gold Palmares Empreendimentos
N/A
-
88
-
37
-
Gold Panamá Empreendimentos
N/A
-
1
-
-
-
Gold Paraíba Empreendimentos
N/A
-
95
-
-
-
Gold Piaui Empreendimentos
N/A
-
-
1,111
-
-
Gold Porto Alegre
SPE Ltda.
N/A
-
82
201
-
-
Gold Salvador Empreendimentos
N/A
-
253
-
-
-
N/A
-
-
99
-
-
N/A
-
26
-
-
-
Gold São Paulo Empreendimentos
N/A
-
(130)
-
-
66
N/A
-
83
-
-
10,015
Gold Sikinos Empreendimentos
N/A
-
-
-
-
-
Gold Singapura Empreendimentos
N/A
-
99
-
-
650
Gold Suécia Empreendimentos
N/A
-
-
915
-
-
Gold Suiça Empreendimentos
N/A
-
-
33
-
-
Gold Suiça Empreendimentos
N/A
-
50
-
-
-
148
BZDB01 88044462.3 03-set-10 20:27
Related
parties with
current and
non current
assets
Related
AFAC
parties with
AFAC
currents and
non currents
assests
liabilities
06.30.2009
Post
Non current
debentures
(Note 7)
N/A
-
281
-
-
-
Gold Yellow Empreendimentos
N/A
-
-
-
-
338
Goldfarb 1 Empreendimentos
N/A
-
82
69
-
2,862
Construções S.A.
N/A
-
22,805
3,997
-
-
Goldfarb PDG 3 Incorporações e
Construções S.A.
N/A
-
-
1,405
-
-
Incorporação S.A.
N/A
-
-
689
-
-
HL Empreendimentos S.A.
N/A
-
82
82
-
-
Jardins Incorporação SPE Ltda.
N/A
-
-
-
-
76
N/A
-
2,000
-
-
-
Imobiliário S.A.
IGPM +
12% a.a
44,856
-
485
-
-
Marpal Empreendimentos e
participações Ltda.
N/A
-
(3)
158
-
-
MZT Empreendimentos
Imobiliários Ltda
N/A
-
-
386
-
272
Nova Água Rasa
Ltda
N/A
-
246
242
-
-
Nova Mooca Empreendimentos
Imobiliária Ltda
N/A
-
-
-
-
686
Novo Tatuapé Empreendimentos
Imobiliários Ltda
N/A
-
315
424
-
-
Oswaldo Lussac
S.A.
N/A
-
-
57
-
-
PDG Araxá Income S.A.
N/A
-
5,377
-
-
-
PDG Co-Incorporação S.A.
N/A
-
-
1
-
-
149
BZDB01 88044462.3 03-set-10 20:27
Related
parties with
current and
non current
assets
Related
AFAC
parties with
AFAC
currents and
non currents
assests
liabilities
06.30.2009
Post
Non current
debentures
(Note 7)
S.A.
N/A
-
1
-
-
-
PDG Desenvolvimento
Imobiliário Ltda.
N/A
-
-
-
-
140
PDG Loteadora S.A.
N/A
-
-
1
-
PDG-LN 5 Incorporações e
Empreendimentos Ltda.
N/A
-
-
-
-
110
Performance BR
Empreendimentos Imob S.A.
N/A
-
-
-
-
1,072
N/A
-
-
-
-
-
REP DI Desenvolvimento
Imobiliário S.A.
IGPM
+12%a.a
7,577
16,725
221
-
-
Saint Hilaire Empreendimentos
Imobiliários Ltda
N/A
-
525
484
-
-
São João Clímaco
Empreendimentos Imob. Ltda.
N/A
-
-
-
-
288
São João Clímaco
Ltda
N/A
-
263
-
-
-
Sardenha Empreendimento
Imobiliário S.A.
N/A
-
37
-
-
1,022
Serra Bella Empreendimentos
Imobiliários Ltda
N/A
-
369
-
-
-
Splendore Empreendimento
Imob. S/A
N/A
-
431
68
-
-
Tibouchina Empreendimentos
Imobiliários Ltda
N/A
-
-
-
255
-
Vassoural Empreendimento
Imobiliário Ltda.
N/A
-
-
68
-
-
N/A
-
-
-
-
661
Outros
N/A
-
3,112
1.980
18
352
52,499
78,171
24,268
5,191
41,938
Total on December 31, 2009
150
BZDB01 88044462.3 03-set-10 20:27
06.30.2009
Non current
debentures
(Note 7)
Post
Related
parties with
current and
non current
assets
Related
AFAC
parties with
AFAC
currents and
non currents
assests
liabilities
106.30.2008
Fator Amazon Empreendimentos
Imobiliários Ltda.
Post
Non
current
debentu
res
Related
Related parties AFAC AFAC AFAC
parties with with currents
non
currents
non
current and
and non
currents
assests assests current
non current
current
liabilities
assets
liabilities
IGPM +
14% a.a
2,426
-
-
-
-
-
América Piqueri Incorporadora S.A.
N/A
-
346
-
-
-
-
N/A
-
(277)
(499)
-
-
111
ATP Adelaide Participações S.A.
N/A
-
-
-
-
1,149
-
Administradora de Bens Avante S.A.
N/A
-
-
-
-
551
1,047
N/A
-
830
-
-
-
-
CHL Desenvolvimento Imobiliário
N/A
-
-
36,643
-
-
(21,230
CHL XXXI Incorporações Ltda.
N/A
-
-
-
-
223
-
Companhia de Serviços
N/A
-
-
-
-
120
240
Club Felicitá Empreendimento
Clube Florença Empreendimento
Imobiliário S.A.
Clube Tuiuti Empreendimento S.A.
N/A
-
-
-
-
2,239
-
N/A
-
-
-
-
192
-
N/A
-
-
-
-
-
-
Companhia Repac de Participações
N/A
-
11
-
-
-
-
Construtora Adolpho Lindenberg S.A.
Cyrela Tennessee Empreendimentos
Imobiliários S.A.
N/A
10,985
-
275
-
-
-
N/A
-
30
(245)
-
250
245
N/A
-
-
-
-
-
1,517
N/A
-
-
-
-
(339)
1,062
N/A
-
-
-
-
996
2,125
N/A
-
74
-
-
16
1,108
N/A
-
-
-
-
-
1,118
N/A
-
36
-
-
118
1,417
N/A
-
-
-
-
-
1,042
N/A
-
30
-
-
(40)
40
Dom Pedro Empreendimento
Eco Liffe Campestre
Empreendimento Imobiliário
Ecolife S.A.
Parque Prado
Empreendendimento Imobiliário
Eco Life Recreio Empreendimento
Imobiliário S.A.
Ecolife Santana Empreendimento
Imobiliário S.A.
Três Rios Empreendimentos
Empreend. Imobiliários S.A.
151
BZDB01 88044462.3 03-set-10 20:27
106.30.2008
Fator Aquarius Empreendimentos
Imobiliários Ltda.
Fator da Vinci Empreendimentos
Imobiliários Ltda.
Post
Non
current
debentu
res
Related
non
currents
non
current and
and non
currents
non current
current
liabilities
assets
liabilities
453
758
315
75
IGPM
1,273
N/A
-
8
-
-
-
-
Fator Sky Empreendimentos
N/A
777
-
-
-
-
-
FL 17 Empreendimento Imobiliário
N/A
-
-
-
-
550
1,220
N/A
-
200
121
-
-
-
GC Desenvolvimento Imobiliário
N/A
-
-
493
-
-
-
N/A
-
(123)
4
301
-
-
N/A
-
(121)
(121)
418
-
-
N/A
-
-
-
(1)
-
-
N/A
-
7
-
-
-
-
N/A
-
82
-
-
-
-
N/A
-
-
-
1
-
-
N/A
-
-
391
-
-
-
N/A
-
15,902
(1,267)
-
-
-
N/A
-
-
-
-
2,816
-
N/A
-
-
-
-
1,060
-
N/A
-
-
-
-
212
-
N/A
-
-
-
-
1,237
1,328
N/A
-
-
-
-
363
648
N/A
-
-
-
-
480
589
Jardim Morumbi Empreendimento
Imobiliário S.A.
N/A
-
-
-
-
605
871
Jardins Incorporações SPE Ltda
N/A
-
-
124
-
(127)
127
N/A
-
1,519
(476)
-
539
329
JK1 6 Empreendimento Imobiliário
N/A
-
-
-
-
102
1,160
IGPM
38,449
-
-
-
-
-
Marpal Empreendimentos e
N/A
-
(124)
(124)
-
-
-
MTZ Empreendimentos Imobiliários
N/A
-
44
-
-
-
-
PDG Nova Lima Incorporações S.A.
N/A
-
-
1,030
-
-
-
Giardino Empreendimentos
Imobiliários S.A.
Gold Argentina Empreendimentos
Gold Linhares Empreendimentos
Gold Palmares Empreendimentos
Gold Santa Catarina
Empreendimentos
Gold Tuquoise Empreendimentos
S.A.
Construções S.A.
Construções S.A.
SCP Green Village
Habiarte Barc PDG Cidade Madri
Incorporação S.A.
Habiarte Barc Olhos Dágua
Incorporação S.A.
152
BZDB01 88044462.3 03-set-10 20:27
Non
current
debentu
res
Related
non
currents
non
current and
and non
currents
non current
current
liabilities
assets
liabilities
268
-
106.30.2008
Post
Imobiliários S.A.
N/A
-
PDG Araxá Income S.A.
N/A
-
-
3
-
-
-
PDG Co-Incorporação S.A.
N/A
-
591
9,738
-
20,280
-
PDG Desenvolvimento Imobiliário
N/A
-
-
7,866
-
-
8,000
N/A
-
(1)
(3)
-
-
1,034
N/A
-
569
135
-
-
-
N/A
-
2
6
-
(2)
-
N/A
-
-
-
-
8
-
N/A
-
-
-
-
10
-
Premier da Serra Incorporações S.A.
N/A
-
-
191
-
-
-
N/A
-
-
147
-
407
-
9,178
8,053
-
-
2,806
1,176
-
(96)
(96)
-
-
-
PDGLoteadoraS.A.
PDG-LN2 Incorporação e
Empreendimentos S.A.
Saint Hilaire Incorporação SPE S.A.
IGPM
+12%
N/A
Sardenha Empreendimento Imobiliário
N/A
-
37
(5,728)
-
-
2,728
Tibouchina Empreendimento S.A.
N/A
-
-
-
-
716
-
Três Rios Empreendimento
N/A
-
-
-
-
120
-
Tresefe Participações S.A.
N/A
-
-
-
-
4,538
-
Vista do Sol Empreendimentos
N/A
-
-
-
-
13
-
N/A
-
1
-
-
214
424
Aportes de Capital - Efeitos a
N/A
-
-
405
-
(209)
-
28,083
49,771
42,796
9,551
REP DI Desenvolvimento Imobiliário
12.31.2007
63,088
Post
Alves Pedroso
Empreendimentos Imob. LTD
Fator Amazon Empreend. Imob.
Ltda
AméricaPiqueriIncorporadora
S.A.
719
Non
Related
Related
Related AFAC
current parties with parties with parties
curr
debenture current and
currents
with non
ents
s (Note 7) non current
liabilities
current
assets
liabilities assest
-
AFAC
AFAC
non
non
curre
current
nt
sasses liabilities
12
IGPM
+14% a.a
933
-
-
-
-
-
-
N/A
-
3,143
-
-
-
-
-
153
BZDB01 88044462.3 03-set-10 20:27
12.31.2007
Austria
CHL Desenvolvimento
Imobiliário S.A.
Post
N/A
Non
Related
Related
Related AFAC
curr
currents
with non
ents
liabilities
current
assets
liabilities assest
-
AFAC
AFAC
non
non
curre
current
nt
sasses liabilities
14
646
N/A
-
1,497
-
-
-
16
-
Clube Tuiuti Empreendimento
S.A.
N/A
-
-
2,825
3,143
-
-
-
Construtora Adolpho
Lindemberg
N/A
8,861
-
-
-
-
-
-
Cyrela Milão Empreend. Imob.
S.A.
N/A
-
-
107
-
-
-
-
Dom Pedro Empreend. Imob.
Ltda
N/A
-
-
-
-
-
-
793
IGPM
+14% a.a.
763
-
-
-
-
-
-
Fator Sky Empreend. Imob. Ltda
N/A
547
-
-
-
-
-
-
Imobiliário S.A.
N/A
-
-
996
9
-
-
-
Gold Acre Empreend. Imob.
SPE Ltda
Gold Amapá Empreend. Imob.
SPE Ltda
N/A
-
-
-
-
17,033
-
-
N/A
-
-
-
-
461
-
-
Gold Argentina Empreend.
Imob. SPE Ltda
N/A
-
-
-
-
462
-
-
Gold Canadá Empreend. Imob.
SPE Ltda
Gold Cancun Empreend. Imob.
SPE Ltda
N/A
-
-
-
-
290
-
-
N/A
-
-
-
-
1,515
-
-
Gold Chile Empreend. Imob.
SPE Ltda
N/A
-
-
-
-
2,008
-
-
Gold Escócia Empreend. Imob.
SPE Ltda
N/A
-
-
-
-
2,590
-
-
Gold Espírito Santo Emp. Imob
SPE Ltda
N/A
-
-
-
-
849
-
-
Gold França Empreend. Imob.
SPE Ltda
N/A
-
-
-
-
-
-
1
Gold Geneva Empreend. Imob.
SPE Ltda
N/A
-
-
285
-
-
-
-
Gold Groelândia Empreend.
Imob. SPE Ltda
N/A
-
-
-
-
650
-
-
Gold Ilhéus Empreend. Imob.
SPE Ltda
N/A
-
-
-
-
170
-
-
N/A
-
-
-
-
1,402
-
-
Fator Aquarius Empreend.
Imob. Ltda
Gold Índia Empreend. Imob.
SPE Ltda
154
BZDB01 88044462.3 03-set-10 20:27
12.31.2007
Post
Non
Related
Related
Related AFAC
curr
currents
with non
ents
liabilities
current
assets
liabilities assest
9,2 19
AFAC
AFAC
non
non
curre
current
nt
sasses liabilities
-
Gold Marília Empreend. Imob.
SPE Ltda
Gold Marrocos Empreend.
Imob. SPE Ltda
N/A
N/A
-
-
-
-
-
22
-
Gold Minas Gerais Emp. Imob.
SPE Ltda
N/A
-
-
-
-
1,925
-
-
Gold Panamá Empreend. Imob.
SPE Ltda
N/A
-
-
-
-
2,504
-
-
Gold Piauí Empreend. Imob.
SPE Ltda
N/A
-
-
-
-
1,157
-
-
Gold Porto Velho Empreend.
Imob. SPE Ltda
Gold Roraima Empreend. Imob.
SPE Ltda
N/A
-
-
-
-
318
-
-
-
-
-
-
830
-
-
Gold Santa Catarina Emp.
Imob. SPE Ltda
Gold São Paulo Empreend.
Imob. SPE Ltda
N/A
-
-
-
-
1,036
-
-
-
-
-
-
3,65 1
-
-
Gold Texas Empreend. Imob.
SPE Ltda
Gold Tunísia Empreend. Imob.
SPE Ltda
Gold Turquia Empreend. Imob.
SPE Ltda
Gold Uberaba Empreend. Imob.
SPE Ltda
N/A
-
-
-
-
2,628
-
-
-
-
-
-
680
-
-
-
-
-
-
520
-
-
-
-
-
-
2,298
-
-
Construções S.A.
N/A
-
20,186
-
-
-
-
-
-
-
-
-
-
-
-
-
64
-
-
1,444
-
-
-
-
27.607
2,147
-
3,041
-
-
-
-
-
-
-
-
-
139
-
-
-
-
-
-
3
-
-
-
-
-
-
174
-
-
-
-
-
-
90
-
-
-
-
-
237
-
-
-
320
-
-
-
-
-
5,260
-
1,033
-
-
-
SCP Green Village
Jardins Incorporações SPE Ltda.
Jazz2006 Participações S.A.
Lindecorp Desenvolvimento
Imobiliário S.A.
Luxemburgo Empreend.
Imobiliário Ltda
Mônaco Incorporações SPE Ltda
Nova Água Rasa Empreend.
Imobiliário Ltda
Nova Tatuapé Negçócios
Imobiliários Ltda
Oswaldo Lussac Empreend.
Imobiliário
PDG Desenvolvimento
Imobiliário S.A.
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
IGPM
+12% a.a
N/A
N/A
N/A
N/A
N/A
N/A
N/A
461
155
BZDB01 88044462.3 03-set-10 20:27
12.31.2007
Post
Queiroz Galvão Mac Cyrela
Veneza
Vale Nevado Emp e
Participações Ltda.
N/A
Non
Related
Related
Related AFAC
curr
currents
with non
ents
liabilities
current
assets
liabilities assest
296
-
N/A
AFAC
non
non
curre
current
nt
sasses liabilities
-
-
12,168
-
-
-
-
138
-
696
463
52
-
-
-
38,711
45,097
6,736
7,278
54,196
762
2,048
N/A
Outros
AFAC
16.3.
For each transaction or series of transactions referred to in item 16, during the past fiscal year:
(a) identify the measures taken to address conflicts of interest; and (b) show the strictly commutative character
of the conditions agreed upon or a compensation of adequated payment.
(a) The Company has adopted corporate governance practices and those recommended and/or required by law,
including those specified in the rules of the Novo Mercado. To the Board of Directors, Executive Board and the
Board of Auditors are submitted the decisions about all the Company's operations, as described in the Bylaws of
the Company in force. Thus, all of our operations, especially those occurring with related parties, were properly
submitted to the company's decision-making bodies, as existing rules. Furthermore, in accordance with Law
6404/76, any member of the Board of Directors of the Company is prohibited from voting in any shareholders’
meeting or board meeting or acting in any business or transaction in which they have conflicting interests with the
Company.
(b) Our related parties transactions of current assets and noncurrent assets,currents liabilities and noncurrent and
Advances for Future Capital Increase - AFACs have no rate of return since they are seeking to carry out a capital
increase in SPEs controlled by the Company as soon as possible. Additionally, with respect to the debentures and
loass operations with related parties, there are remuneration rates only as described in the table below. However,
we emphasize that not all of the transactions highlighted in the table below reflect in the opening set described in
item 16.2, because these are non-consolidated operations in the period ended on June 30,2010.
Entity
Lindencorp
REP DI
Fator Amazon
Caesar Business (Fator
Aquarius)
LN
Dominus
REP DI
CHL DI 1a Emissão
CHL DI 2a Emissão
CHL DI 3a Emissão
CHL DI 4a Emissão
Goldfarb 1a Deb
Goldfarb 2a Deb
Fator Realty
Description
Debeentures - IGPM + 12% a.a.
Debentures - IGPM + 12% a.a.
Loan - IGPM + 18% a.a.
Loan - CDI + 2% a.a.
IGPM + 12% a.a.
Debêntures - IGPM + 12,68% a.a.
Debêntures - CDI + 2% a.a.
Debêntures - TR + 8,75% a.a.
Loan - CDI + 3% a.a.
156
BZDB01 88044462.3 03-set-10 20:27
17.
17.1.
CAPITAL STOCK
Information about the capital stock
The Company has only common shares.
Issued
Capital
Subscibed
Capital
556.729.670
R$4.826.443.729,47
Paid-in Capital
R$4.826.443.729,47
Authorized
Capital*
340.000.000
Securities
convertible into
shares
Subscription Bonus
Conversion conditions
See item 18.5 below
(*)The authorized capital is represented by shares and was authorized as a result of Extraordinary General Shareholders’ Meeting held on September 9, 2009.
Except for the subscription bonus, there is no securities convertible in outstanding shares, and there is no capital
stock to be paid-in.
17.2. Regarding the increases of the capital stock of the Company:
We were incorporated on November 17, 1998 in the city of Sao Paulo, state of Sao Paulo, with a capital stock
amounting to R$100.00 under the corporate name of Varsóvia Participações S.A.
In a shareholders' meeting held on December 8, 2003, our capital stock was increased to R$50,001.00, through an
issuance of 50,001 common shares at the price of R$1.00 per share. This capital increase was immediately fully
subscribed and paid-in in cash by ABF Participacifies Ltda., whose ownership interest was fully sold to FIP PDG I.
Through this issuance, our capital stock increased by 50.001%.
In a shareholders' meeting held on December 6, 2004, our capital stock was increased from R$50,101.00 to
R$8,600,101.00, through an issuance of 8,500,000 common shares at the issuance price of R$1.00 per share. This
increase was fully subscribed and paid in cash by FIP PDG I, resulting in an increase of 17.065% over the previous
capital stock.
In 2005, our capital stock undertook five changes: (i) in a shareholders’ meeting held on April 26, an increase of
R$586,380.00, resulting on a capital stock of R$9,359,481.00, an increase of 6.82% fully subscribed and paid-in in
cash, through the issuance of 568.3800,00 shares at the issuance price of R$1.00 per share; (ii) in a shareholder’s
meeting held on June 1st, a reduction of R$8,424,601.00 million, resulting on a capital stock of R$934,880.00, a
decrease of 90% through the cancellation of 8,424,601 shares, which amount was fully transferred to FIP PDG I in
shares held by the Company in Giardino Desenvolvimento Imobiliário S.A.; (iii) in a shareholder’s meeting held
on June 25, an increase of R$3,360,000.00, resulting in capital stock of R$4.294.880,00, an increase of 359.00%
through the issuance of R$3,360,000.00 at the issuance price of R$1.00 per share, fully paid-in in cash; (iv) in a
shareholder’s meeting held on December 1st, a reduction of R$3,091,463.00 through the cancellation of
3.091.463,00 common shares, resulting in capital stock of R$1,203,417.00, a decrease of 72.00% , which amount
was transferred to FIP PDG I trhough a transfer of shares in the company Queiroz Galvão Cyrela Veneza
Empreendimento Imobiliário S.A.; and (v) in a shareholder’s meeting held on December 21, an increase of R$11.0
million resulting in a capital stock of R$12,203,417.00, an increase of 914.00% resulting in a issuance of
11,000,000 shares at the issuance price of R$1.00 per share, paid-in in cash. All capital increases during this
year were fully subscribed by FIP PDG I.
In 2006, our capital stock changed as follows: (i) in a shareholders' meeting held on March 20, an increase of
R$6.0 million was approved through the issuance of 6,000,000 common shares at the issuance price of
R$1.00 per share, fully paid-in in cash, resulting in capital stock of R$18.2 million, a 49.00% increase over the
previous capital stock; (ii) in a shareholders' meeting held on June 29, an increase of R$15,796,583 was
approved through the issuance of 15.796,583 common shares at the issuance price of R$1.00 per share, fully
paid-in in cash, resulting in capital stock of R$34.0 million, an 87.00% increase over the previous capital stock;
157
BZDB01 88044462.3 03-set-10 20:27
(iii) in a shareholders' meeting held on August 30, an increase of R$177,3 million was approved through the
issuance of 177,372,535 common shares at the issuance price of R$1.00 per share, fully paid-in in cash,
resulting in capital stock of R$213.2 million, a 527.00% increase over the previous capital stock; (iv) in a
shareholders' meeting held on September 30, an increase of R$8,455,909 was approved through the issuance of
8,455,909 common shares at the issuance price of R$1.00 per share, fully paid-in through the capitalization of
goodwill reserves, resulting in a capital stock of 219.828.444,00 million, a 4.00% increase; (v) in a shareholders'
meeting held on October 20, through reverse stock split (as described in the table below); and (vi) in a
shareholders' meeting held on December 14, an increase of R$19.5 million was approved through the issuance
of 9,750,000 common shares at the issuance price of R$2.00 per share, with the value of the issuance determined
by the shareholders' equity of the Company, fully paid-in in cash, for a 9.00% increase over the previous capital
stock. All capital increases were fully subscribed by FIP PDG I.
Date of deliberation
10/20/2006
Amount of Shares before approval
219.828.444
Amount of Shares after approval
109.914.222
On January 24, 2007, based on the authorized capital and as a result of our initial public offering, our board of
directors increased our capital stock by 30,000,000 of shares, for public subscription to be paid in cash, at the
issuance price of R$14.00 per share, representing an increase of R$420.0 million, with the value of the issuance
determined by the equity value of the shares. This resulted in an increase of 175.00% over the previous capital
stock, resulting in a capital stock of R$659.3 million, representing 109,776,148 common shares.
On February 23, 2007, also based on the authorized capital, our capital stock was subject to a new increase of
875,933 shares at the issuance price of R$14.00 per share, with the value of the issuance determined by the equity
value of the shares of the Company, representing an increase of R$12.3 million due to the exercise the of the
over-allotment option in connection with our initial and second public offering to meet excess demand during the
offering. This represented a 1.8% increase over the previous capital stock.
In the extraordinary shareholders' meeting held on June 29, 2007, our shareholders increased our capital stock of
R$4,6 million as a result of the acquisition of CHL XV Incorporações Ltda. and of R$12,3 million as a result of
the acquisition of Key West Participações S.A., with the issuance of 2,022,272 common shares at the issuance
price of R$2.25 per share, with the value of the issuance determined by the equity value of the shares, and
5,040,000 common shares at the issuance price of R$2.43, with the value of the issuance determined by the equity
value of the shares. This represented a 2.5% increase over the previous capital stock.
Distribution of our capital stock before the capital increase
Extraordinary shareholder’s meeting held in June 2007 - 70% Goldfarb e 50% CHL
Shareholder
FIP PDG I
Gilberto Sayão da Silva*
André dos Santos Esteves*
Free float
Total of Issued Shares
* Interest held indirectly through FIP PDG I
58.10%
12.32%
13.36%
41.90%
100.00%
64,288,175
13,629,093
14,786,280
31,577,626
110,652,081
Distribution of our capital stock after the capital increase
Extraordinary shareholder’s meeting held in June 2007 - 70% Goldfarb e 50%CHL
Shareholder
FIP PDG I
Free float
54.61%
11.58%
12.56%
45.39%
100.00%
64,288,175
13,629,093
14,786,280
38,639,898
117,714,353
158
BZDB01 88044462.3 03-set-10 20:27
On September 28, 2007, our shareholders approved in the extraordinary shareholders' meeting, the acquisition of
MP Holding Ltda., holder of an interest of 1.67% in the capital stock of Goldfarb, at the issuance price of R$4,89
per share, with the value of the issuance determined by the equity value of the shares, resulting in an increase in
our capital of R$3,3 million through the issuance of 681,818 new common shares, a 0.4% increase over the
previous capital stock.
Extraordinary shareholder’s meeting held in September 28, 2007 - 75%
Shareholder a
FIP PDG I
Free float
54.61%
11.58%
12.56%
45.39%
100.00%
64,288,175
13,629,093
14,786,280
38,639,898
117,714,353
Extraordinary shareholder’s meeting held in September 2007 - 75%
Shareholder a
FIP PDG I
Free float
54.30%
11.51%
12.49%
45.70%
100.00%
64,288,175
13,629,093
14,786,280
39,321,716
118,396,171
On October 23, 2007, based on authorized share capital, the board of directors increased the capital stock by
20,000,000 shares, for public subscription in cash, at the issuance price of R$25,00, with the value of the issuance
determined by the bookbuilding procedure. This increase of R$500.0 million represented a 72.00% increase over
the previous capital stock, resulting in a total capital stock of R$1,191,764,896.12, comprised of 138,396,171
common shares.
On November 7, 2007, again based on authorized capital, the board of directors increased the capital stock by
3,000,000 shares at the issuance price of R$25,00, with the value of the issuance determined by the bookbuilding
procedure. This increase of R$75 million resulted from the exercise the of the over-allotment option in connection
with our initial and second public offering to meet excess demand during these offerings. This increase
represented a 9.00% increase over the previous capital stock.
On December 21, 2007, our shareholders approved in the extraordinary shareholders' meeting: (i) the acquisition
of MP Holding 2 S/A, holder of an interest of 2.5% in the capital stock of Goldfarb, resulting in an increase in our
capital of R$5,7 million through the issuance of 1,136,364 new common shares at the issuance price of R$5.00,
with the value of the issuance determined by the equity; (ii) the acquisition of CHL XXXIY Incorporações Ltda.,
holder of an interest of 12.31% in the capital stock of CHL, resulting in an increase in our capital stock of R$20.2
million through the issuance of 3,200,000 new common shares at the issuance price of R$6.32, with the value of
the issuance determined by the equity; and (iii) the alteration of our Stock Option Plan. This increase represented
a 3.00% increase over the previous capital stock.
159
BZDB01 88044462.3 03-set-10 20:27
Extraordinary shareholder’s meeting held in December 2007 - 70% CHL e 80% Goldfarb
Shareholder
FIP PDG I
Free float
45.47%
9.64%
10.46%
54.53%
100.00%
64,288,175
13,629,093
14,786,280
62,321,716
141,396,171
Extraordinary shareholder’s meeting held on December 2007 - 70% CHL e 80% Goldfarb
Shareholder a
FIP PDG I
Free float
44.11%
9.35%
10.15%
55.89%
100.00%
64,288,175
13,629,093
14,786,280
66,658,080
145,732,535
On February 1, 2008, our board of directors approved the issuance of 268,345 new shares as a result of the
exercise of stock options granted under the Stock Option Plan. The issued shares were fully subscribed by the
beneficiaries of the Stock Option Plan at the price of R$13.42 per share. monetarily adjusted as established
therein, an increase of R$3,601,189.90 in the capital stock. In addition, on May I2, 2008, 2,268 new shares were
issued as a result of the exercise of options at the price of R$13.72 per share, an increase of R$31,117.07 in the
capital stock.
The program shall be valid for 365 days and is limited to 8.142.064 common shares, corresponding to 10.00% of
the outstanding shares. On March 31, 2009, our shareholders approved in the extraordinary shareholders' meeting
the issuance of 829,644 common shares and 40 class 1 subscription bonus in connection with the acquisition of
MP Holding 3 Ltda., at the issuance price of R$15.70 per share, with the value of the issuance determined by the
equity value of the shares, resulting in a capital increase of R$13.0 million, a 1.0% increase over the previous
capital stock.
Extraordinary shareholder’s meeting held on March 2009 - 100% Goldfarb
Shareholder
FIP PDG I
Free float
44.03%
9.33%
10.13%
55.97%
100.00%
64,288,175
13,629,093
14,786,280
66,928,693
146,003,148
Extraordinary shareholder’s meeting held on March 2009 - 100% Goldfarb
Shareholder
FIP PDG I
Free float
* Interest held indirectly through FIP PDG I I
43.78%
9.28%
10.07%
56.22%
100.00%
64,288,175
13,629,093
14,786,280
67,758,337
146,832,792
On April 29, 2009, our shareholders approved in the extraordinary shareholders' meeting the issuance of 779,062
common shares and four class 2 subscription bonus in connection with the acquisition of CHL LXX
160
BZDB01 88044462.3 03-set-10 20:27
Incorporaciles Ltda., at the issuance price of R$14.37, with the issuance price determined by the equity value of
the shares, resulting in a capital increase of R$11,2 million, a 0.9% increase over the previous capital stock.
Distribution of our capital stock beofre the capital increase
Extraordinary shareholder’s meeting held on April 2009 - 100% CHL
Shareholder
FIP PDG I
Free float
43.85%
9.30%
10.09%
56.15%
100.42%
64,288,175
13,629,093
14,786,280
67,537,399
146,611,854
Extraordinary shareholder’s meeting held in April 2009 - 100% CHL
Shareholder
FIP PDG I
Free float
43,55%
9,23%
10,02%
56,45%
100,53%
64.288.175
13.629.093
14.786.280
67.758.337
147.611.854
On May 4, 2009, the holders of series A, class 1 and class 2 subscription bonus, exercised their bonus and
received 600,720 common shares at the issuance price of R$7.20 per share, with the value of the issuance
determined by the equity value of the shares, and 259,688 common shares at the issuance price of R$14.37, with
the value of the issuance determined by the equity value of the shares, respectively. Such issuance was approved
by our board of directors on that date and resulted in a capital increase of R$4.3 million and R$3.7 million,
respectively.
On May 12,13,14,15,18 and 19, 2009, our board of directors approved the total issuance of 2,676,069 new shares
in connection with the exercise of stock options granted under the Stock Option Plan. The new shares were fully
subscribed by the beneficiaries of the Stock Option Plan at the price of R$14.14 per share, monetarily adjusted as
established therein. The issuance resulted in a capital increase of R$37.8 million, a 2.8% increase over the
previous capital stock.
On June 22, 2009, holders of convertible debentures relating to the second issuance of debentures requested the
conversion of such debentures into shares, which resulted in the issuance of 3,058.642 new common shares at the
issuance price of R$17.00 per share, as determined in the indenture. The issuance was approved at a board of
directors' meeting and resulted in a capital increase of R$52,0 million, a 3.8% increase over the previous capital
stock. Our capital stock increased to R$1,41 billion, divided into 154,206,973 common shares.
On June 30, 2009, holders of convertible debentures relating to the second issuance of debentures requested the
conversion of such debentures into shares, which resulted in the issuance of 505,426 new common shares at the
directors' meeting and resulted in a capital increase of R$8.6 million, a 0.6% increase over the previous capital
On July 28, 2009, holders of convertible debentures relating to the second issuance of debentures requested the
conversion of such debentures into shares, which resulted in the issuance of 766,757 new common shares at the
price of R$17.00 per share, as determined in the indenture. The issuance was approved at a board of directors'
meeting and resulted in a capital increase of R$13.0 million, a 0.9% increase over the previous capital stock. Our
capital stock increased to R$1,42 billion, divided into 155,479,156 common shares.
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On August 12, 2009, our board of directors approved the cancellation of 598,600 treasury shares, with no par
value, without altering our capital stock. The canceled shares were valuted at R$5,5 million, and canceled against
the retained profit reserve in the same amount.
On August 21, 2009, holders of convertible debentures of the second issuance of debentures requested the
conversion of such debentures into shares, which resulted in the issuance of 316,792 new common shares at an
directors' meeting on the same date and resulted in a capital increase of R$5.3 million, a 0.3% increase over the
previous capital stock. With this issuance, the capital stock increased to R$1.45 billion, divided into 155,197,348
common shares.
On September 9, 2009, our shareholders approved in the extraordinary shareholders' meeting a stock split of our
common shares, such that each of our common shares was split into two common shares, with the same rights and
privileges as the pre-existing common shares. Each depositary share to represents two common shares after the
stock split.
On October 1, 2009, based on authorized capital, our board of directors approved the issuance of 56,000,000 at an
issuance price of R$14.00 per share, during the process of the public offering, with the value of the issuance
determined by the bookbuilding procedure. The issuance resulted in a capital increase of R$784,0 million, a
54.00% increase over the previous capital stock.
On October 14, 2009, holders of convertible debentures relating to the second issuance of debentures requested
the conversion of such debentures into shares, which resulted in the issuance of 2,199,547 new common shares at
the issuance price of R$8.50 per share, as determined in the indenture. The issuance was approved at a board of
directors' meeting and resulted in a capital increase of R$18,6 million, a 0.8% increase over the previous capital
On November 23, holders of convertible debentures relating to the second issuance of debentures requested the
conversion of such debentures into shares, which resulted in the issuance of 13,791,237 new common shares at
the issuance price of R$8.50 per share. The issuance was approved at a board of directors' meeting and resulted in
a capital increase of R$117,2 million, a 5.2% increase over the previous capital stock. Our capital stock increased
to R$2,36 billion, divided into 382,385,480 common shares.
On November 30, 2009, holders of convertible debentures relating to the second issuance of debentures requested the
conversion of such debentures into shares, which resulted in the issuance of 7,492,338 new common shares at the
issuance price of RS8.50 per share, as determined in the indenture. The issuance was approved at a board of directors'
meeting and resulted in a capital increase of R$63,6 million, a 2.6% increase over the previous capital stock. With the
exception of the public offerings held in January and October 2007 and October 2009, the subscription of the
increases in capital was private.
On February 11, 2010, our board of directors approved the issuance of 796,740 new shares in connection with the
exercise of stock oprtions granted under the stock plan. The new shares were fully subscribed by the beneficiaries of
the srock option plan at the price of R$7.08 per share for the first program and R$11.62 per share for the second
program, monetarily adjusted as established therein. The issuance resulted in a capital increase of R$5,8 million, a
On February 25, 2010, our board of directors approved the issuance of 231,638 new shares in connection with the
the Stock Option Plan at the price of R$7,08 per share for the first program and R$11.62 per share for the second
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program, monetarily adjusted as established therein. The issuance resulted in a capital increase of R$1,6 million, a
On March 26, 2010, our board of directors approved the issuance of 700,000 new shares in connection with the
the srock option plan at the price of R$7.16 per share, monetarily adjusted as established therein. The issuance
resulted in a capital increase of R$5,0 million, a 1.0% increase over the previous capital stock.
On April 30, 2010, our board of directors approved the issuance of 3,886,049 new shares in connection with the
exercise of subscription bonus conversion, Class 1, Serie B, order no 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10; and 4.204.896
new shares in connection with the exercise of subscription bonus conversion, Class 2, Serie B, order no 1, with
subscription price of R$4.47 and R$3.55, respectively. The issuance resulted in a capital increase of
R$17368,920.75 and R$14,932,335.55 respectevely, a 0,99% and a 1.07% increase over the previous capital stock,
respectevely.
On March 26, 2010, our board of directors approved the issuance of 700,000 new shares in connection with the
the stock option plan at the price of R$7.16 per share, monetarily adjusted as established therein. The issuance
resulted in a capital increase of R$5,0 million, a 1.0% increase over the previous capital stock.
On April 30, 2010, the holders of series B, class 1 and class 2 subscription bonus, exercised their bonus and
received 3,886,049 common shares at the issuance price of R$4.47 per share, with the value of the issuance
determined by the equity value of the shares, and 4,204,896 common shares at the issuance price of R$3.55, with
the value of the issuance determined by the equity, respectively. Such issuance was approved by our board of
directors on that date and resulted in a capital increase of R$17,3 million and R$14,9 million, respectively and a
1.3 increase over the previous capital stock.
On May 13, 2010, our board of directors approved the issuance of 94,870 new shares in connection with the
exercise of stock options granted under the stock plan. The new shares were fully subscribed by the beneficiaries of
the Stock Option Plan at the price of R$7.08 per share for the first program, monetarily adjusted as established
therein, and R$11.67 per share for the second program. The issuance resulted in a capital increase of R$1,0
million, a 0.4% increase over the previous capital stock.
On May 20, 2010, our board of directors approved the issuance of 386.300 new shares in connection with the
the Stock Option Plan at the price of R$7,08 per share for the first program, monetarily adjusted as established
therein, and R$11,67 per share for the second program. The issuance resulted in a capital increase of R$2.7
million, a 0.11% increase over the previous capital stock.
On May 25, 2010, our board of directors approved the issuance of 636,559 new shares in connection with the
the Stock Option Plan at the price of R$7.08 per share for the first program, monetarily adjusted as established
therein, and R$11.67 per share for the second program. The issuance resulted in a capital increase of
R$4,5 million, a 0.18% increase over the previous capital stock.
On June 10, 2010, in our extraordinary shareholders’ meeting, we approved the issuance of 148,500,001 new
shares in connection with the incorporation of AGRE EMPREENDIMENTOS IMOBILIÀRIOS S.A., at the price
of R$7,08 per of share, resulting in a capital increase of R$2,298,936,260.10, a 37.00% increase over the previous
capital stock.
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On June 25, 2010, our board of directors approved the issuance of 36,272 new shares in connection with the
the Stock Option Plan at the price of R$7.17 per share for the shares of the first program, monetarily adjusted as
established therein, and at the price of R$11.81 for the shares of the second program. The issuance resulted in a
capital increase of R$428,000, a 0.01% increase over the previous capital stock.
On June 30, 2010, our board of directors approved the issuance of 1,887,633 new shares in connection with the
capital increase of R$13,89 million, a 0.3% increase over the previous capital stock.
On July 09, 2010, our board of directors approved the issuance of 360,000 new shares in connection with the
Except for the public offerings occurred in january and october of 2007, and october’s 2009 offering, our
capital stock increases was held in a particular way.
17.3. Splits, grouping and warrants 11:
The tables below refer to the last three fiscal exercises.
Grouping of shares:
Deliberation
10.20.2006
12.14.2006
Shares before approval
219.828.444
119.664.222
Shares after approval
109.914.222
79.776.148
Shares before approval
155.197.348
Shares after approval
310.394.696
Split of shares:
Deliberation
09.09.2009
11
When the annual presentation of the form of reference, the information should refer to the last three fiscal years. Upon presentation of the form
of reference on behalf of the application for registration of public distribution of securities, the information should refer to the three fiscal years
and the current fiscal year.
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17.4. Capital reduction:
a.
Deliberation
06.01.2005 and 12.01.2005.
b.
Reduction
06.01.2005 and 12.01.2005.
c.
Total amount of reduction
R$8.424.601,00 and R$3.091.463,00.
d.
Cancelled shares due to the reduction, separated by class and type
Amount of shares
8.424.601
3.091.463
e.
Type
Common
Common
Refunded value per share
R$1,00.
f.
Ways of refund
- if it is on assests, description of the assests
The amount that was transfered to the FIP PDG I, in shares by the Company in the society Giardino
Desenvolvimento Imobiliário S.A. and through a way of shares transfer of shares of Queiroz Galvão Cyrela Veneza
Empreendimento Imobiliário S.A
g.
Percentage represented by the reduction versus the capital stock right after capital reduction
90% and 72%.
h.
Reason for Reduction
Excessive capital stock on the date.
17.5.
There are no other relevant information about this item.
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18. SECURITIES
18.1. Description of each class and type of shares issued
a. Dividends Rights
Amounts Available for Distribution
the Company’s Board of Directors is required to advise on how to allocate our net income for the preceding fiscal
year. The allocation is subject to approval by our shareholders.
The Brazilian Corporate Law defines “net income” for any fiscal year as the results of the Company in a fiscal year
after the deduction of accrued losses, the provisions for income and social contribution taxes for that year,
accumulated losses from prior years, and any amounts allocated to profit sharing payments to the employees and
managers.
The calculation of net income and allocations to reserves for any year, as well as the net income, are determined
on the basis of our audited consolidated financial statements prepared in the preceding fiscal year.
In accordance with the Brazilian Corporate Law, the net income, as adjusted, shall be available for distribution, to
the shareholders in any fiscal year, and it, could be:
•
reduced by any amounts allocated to the legal reserve;
•
reduced by any amounts allocated to the statutory reserves, if any;
•
reduced by any amounts allocated to the contingency reserve, if any;
•
reduced by any amounts allocated to the retained profit reserve, if any;
•
reduced by any amounts allocated to the unrealized profit reserve;
•
increased by reversed contingency reserve amounts from prior years; and
•
increased by amounts allocated to the unrealized profit reserve, upon their realization and if not absorbed by
subsequent losses.
Any allocation of our profits to the statutory and retained profit reserves shall not be approved, in any fiscal year,
to harm the payment of the minimum mandatory dividends.
Reserve Accounts
According to the Brazilian Corporate Law, companies usually maintain two principal types of reserve
accounts: (i) profit reserve accounts; and (ii) capital reserve accounts.
Profit Reserves: The profit reserve accounts are comprised of the legal, contingency, unrealized profit, retained
profit and statutory reserves. As of September 30, 2009, our profit reserve amounted to R$152.7 million.
The balance of the profit reserves, except the balances of contingency, tax incentive and unrealized profit
reserves may not exceed the amount of our capital stock. In case of excess, our shareholders shall decide at a
shareholders' meeting whether the excess amount will be used to pay or increase our capital stock or pay
dividends.
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Legal Reserve: Under the Brazilian Corporate Law, we are required to maintain a legal reserve to which we
must allocate 5.0% of our net income for each fiscal year until the aggregate amount of the reserve became
equals to 20.0% of our share capital. However, we are not required to make any allocations to our legal reserve
in a year in which the legal reserve, when added to our established capital reserves, exceeds 30.0% of our
share capital. Any net loss may be offset with the amounts allocated to the legal reserve. The amounts
allocated to such reserve must be approved by our shareholders in a shareholders' meeting, and may only be
used to increase our share capital or to offset losses. As of September 30, 2009, our legal reserve was R$13.7
million.
Contingency Reserve: Under the Brazilian Corporate Law, a percentage of our net profits may be allocated to
a contingency reserve for anticipated losses that are deemed probable in future years if their amount may be
estimated. The proposal of our Board of Directors with respect to the allocation of a percentage of our net
profits to a contingency reserve shall indicate the reason for the eventual loss and justify the constitution of
the reserve. Any amount so allocated must be reversed in the fiscal year in which a loss that had been
anticipated fails to occur as projected or charged off in the event that the anticipated loss occurs. The
allocations to the contingency reserve are also subject to approval of our shareholders in a shareholders'
meeting. As of September 30, 2009, we did not have a contingency reserve.
Tax Incentive Reserve: Under the Brazilian Corporate Law, the Board of Directors may propose at a
shareholders' meeting to allocate a portion of our net income resulting from donations or government grants
for investments to a tax incentive reserve. The amount of this reserve may be excluded from the calculation of
the mandatory dividends. As of September 30, 2009, we did not have a tax incentive reserve.
Retained Profit Reserve: Under the Brazilian Corporate Law, our shareholders may decide at the annual
shareholders' meeting to retain a portion of our net profits, as provided for in a capital expenditure budget that
has been previously approved. As of September 30, 2009, our retained profit reserve was R$152.7 million.
Statutory Reserves: We are permitted by the Brazilian Corporate Law to allocate part of our net income to a
discretionary reserve account that may be established in accordance with our bylaws, provided that we: (i)
accurately and completely indicate the purpose of each reserve; (ii) set the criteria to determine the annual
portion of net income that will be allocated to each reserve; and (iii) set the maximum limit of each reserve. The
allocation of net income to statutory reserves may not be made to the detriment of the payment of the mandatory
dividend. As of September 30, 2009, we did not have any statutory reserve.
Capital Reserve: Pursuant to the Brazilian Corporate Law, the capital reserves are comprised of goodwill paid
in connection with the subscription of our shares, special reserve of goodwill in incorporation, sale of
beneficiary interests and sale of subscription bonus. According to the Brazilian Corporate Law, the capital
reserve may be used, among other things, to: (i) absorb losses exceeding accumulated profits and profits
reserves; (ii) redemption, reimbursement, or purchase of our own shares; and (iii) allocation to our capital stock.
As of September 30, 2009, our capital reserve was R$132.0 million.
Mandatory Dividends
The Brazilian Corporate Law requires that the bylaws of a Brazilian company specify a minimum percentage of
the available profits for the annual distribution of dividends, known as mandatory dividend, which must be paid
to shareholders as either dividends or interest on shareholders' equity. In the event the bylaws does not provide a
mandatory dividend, the Brazilian Corporate Law establishes that the mandatory dividends shall not be less than
25.0% of our net income. According to Law No. 9,249 of December 26, 1995,as amended from time to time,
interest on shareholders' equity may be distributed and included in the amount due as mandatory dividends.
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Pursuant to our bylaws, at least 25% of the adjusted net income of the previous fiscal year, determined in
accordance with Brazilian GAAP and adjusted as determined by the Brazilian Corporate Law, shall be distributed as
mandatory dividends.
The annual declaration of dividends depends on approval by the shareholders as well as several other factors,
such as operational results, financial conditions, cash needs, future profitability and other factors that the
shareholders and the board of directors deem relevant. The Brazilian Corporate Law allows, however, a
company to suspend such dividend distribution if its board of directors reports to the annual shareholders'
meeting that the distribution would not be advisable given the company's financial condition. The board of
auditors, if one is in place, reviews any suspension of the mandatory dividend. In addition, the board of
directors of publicly held corporations should submit a report to the CVM stating the reasons for the suspension,
within five days from the shareholders' meeting. Net income not distributed by virtue of a suspension is
allocated to a separate reserve and, if not absorbed by subsequent losses, is required to be distributed as
dividends as soon as the financial condition of the company should permit such payment.
According to the Brazilian Corporate Law, the shareholders' meeting of a publicly held corporation may
approve the payment of dividends in an amount lower than the mandatory dividends or retain the total amount
of net income, exclusively for raising funds through outstanding debentures which are not convertible in shares,
provided that no shareholder is against such proposal at the shareholders' meeting.
The mandatory dividend may also be paid as interest on shareholders' equity, and may be deducted as
expenses for purposes of income and social contribution taxes.
Dividends
We are required by the Brazilian Corporate Law and our bylaws to hold an annual shareholders' meeting no
later than the forth month of each year, at which time, among other subjects, our shareholders shall approve
the allocation of the results of operations of the past fiscal year and the distribution of an annual dividend. The
payment of annual dividends is based on our consolidated, audited financial statements of the prior fiscal year.
According to Brazilian corporate Law, any holder of shares at the time a dividend is declared is entitled to
receive dividends. Under the Brazilian Corporate Law, dividends are required to be paid within 60 days
following the date on which the dividend is declared, unless the shareholders' resolution establishes
another payment date, which, in any event, must occur before the end of the year in which the dividend is
declared. Unclaimed dividends do not accrue interest, are not adjusted in relation to inflation and revert in
our favor if not claimed within three years from the date in which they are made available to the
shareholders.
Our Board of Directors may also declare intermediate dividends based on annual or semi-annual financial
statements, as permitted by our bylaws. The Board of Directors may also declare dividends based on financial
statements prepared in our semester or trimester, if permitted by our bylaws. The total amount of dividends paid
in each semester cannot exceed the amounts accounted for in our capital reserve account. Any payment of
intermediate dividends may be set off against the amount of mandatory dividends relating to the net profits
earned in the year in which the intermediate dividends were paid. As permitted by our bylaws, our intermediate
dividends may also be paid from profit reserve accounts based on any period of time, which will be considered
as an anticipation from the minimum mandatory dividend.
Interest on Shareholder’s Equity
Under Brazilian tax legislation in effect since January 1, 1996, Brazilian companies are authorized to pay
interest on shareholders' equity to holders or beneficiaries of shares, and to treat those payments as a
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deductible expense for purposes of calculating corporate income tax and, since 1997, the social contribution
tax, to the extent permitted by applicable law.
The amount of the tax deduction in each year is limited to the greater of (i) 50% of our net income (after the
deduction of any allowances for social contribution tax but before taking into account allowances for income
tax and the interest on shareholders' equity) for the period in respect of which the payment is made and (ii) 50%
of our retained profits and profit reserve at the beginning of the relevant period. The rate applied in calculating
interest on shareholders' equity cannot exceed the pro rata die variation of the Brazilian long term interest rate
(Taxa de Juros de Longo Prazo—TJLP).
Any payments of interests on shareholders' equity to the shareholders, whether Brazilian residents or not, are
subject to a withholding income tax of 15%, provided that such rate shall be 25% if the beneficiary of the
interests is a resident of a tax haven (i.e., a country with no income tax or which its maximum percentage is
fixed bellow 20%, or if the local applicable law imposes restrictions to the disclosure of the shareholders
composition or the owners of the investment).
The amount paid as interest on shareholders' equity after deducting the income tax may be set off against the
mandatory dividends. According to applicable law, we are required to pay to our shareholders an amount
sufficient to ensure that the net amount they receive in respect of interest on shareholders' equity, after
payment of any applicable withholding tax, plus the amount of declared dividends, is at least equivalent to the
minimum mandatory dividend amount. The interest on the shareholders' equity reverts in our favor if not
claimed within three years after the date in which they were made available to the shareholders, as in the case
of dividends.
b.
Voting Rights
Each common share entitles its holder to one vote at any annual or extraordinary shareholders' meeting
c.
Convertibility into another class or type of share:
The Company does not have shares that can be converted into other classes or type.
d. Rights of capital reimbursement
In case of liquidation of the Company, the shareholders will receive payments for the repayment of capital in
proportion to their participation in the capital stock, after the payment of all liabilities in proportion to their
respective shares in the total shares issued by the Company.
Any of the dissenting shareholders of the Company of certain resolutions passed in the General Shareholders’
Meeting may withdraw from the Company, through reimbursement of the value of their shares based on the
criteria described in the Corporations Law. Pursuant to the Corporations Law, the right of withdrawal may be
exercised, among others, in the following circumstances:
•
Spin-off of the Company (when it causes: (i) changes of the corporate purpose, unless when the asset
split is poured into a company whose main activity coincides with the result of our corporate purpose
of the Company; (ii) reduces the minimum mandatory dividend to be distributed to the shareholders of
the Company; or (iii) the Company's participation in a group of companies as defined in the
Corporations Act);
•
Reduction of the mandatory dividend;
•
Change in corporate purpose;
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•
Merger or consolidation of the Company to another company (in the particular situations as described
below);
•
Participation in the Company's group of companies (defined in the Corporations Act, and in specific
situations, as described below);
•
Incorporation of actions involving the Company, pursuant to Article 252 of the Corporations Act by
another Brazilian company, to become a wholly owned subsidiary thereof;
Corporate Transformation; and
•
•
Acquisition of the control of any company if the purchase price exceeds the limits set forth in paragraph
2 of Article 256 of Brazilian Corporate Law.
In cases of (a) a consolidation or a merger of the Company to another company; or (b) Company's participation
in a group of companies (as described in the Corporations Act), the Company's shareholders will not be entitled
to withdraw if their actions have the following characteristics: (1) have liquidity to integrate the general index of
the BM&FBOVESPA, or content any other stock exchange as defined by the CVM; and (2) have spread in the
market, so that the controlling shareholders, the parent company or other companies under common control
hold less than half the shares of a type or class object of the withdrawal right. The withdrawal right must be
exercised within 30 days from the publication of the record of the General Shareholders’ Meeting, which
approved the act that made the recess rise. Additionally, we have the right to reconsider any decision that has
overburdened right to withdraw within ten days following to the expiration of that right, if we understand that
payment of the redemption price of the shares to the dissenting shareholders would jeopardize our financial
stability.
In case of exercising its right of redemption, the shareholders shall be entitled to receive the net asset value of
their shares, based on last balance sheet of the Company approved by the General Shareholders’ Meeting. If,
however, the decision which caused the withdrawal right has occurred 60 days after the date of the last
approved balance sheet, the shareholders may request, together with the reimbursement, raising special balance
sheet date in complying with the deadline of 60 days to determine the asset value of its shares. In this case, the
Company shall immediately pay 80% of the reimbursement that was calculated based on last balance sheet
approved by our shareholders and the balance within 120 days from the date of the General Shareholders’
Meeting. The Company's Bylaws provides that the economic value will be used in the case of exercising the right
of withdrawal if it is below the asset value.
e. Right to participate in public offer for sale of control
According to the rules of Novo Mercado, the sale of control, either by a single operation, and through successive
operations, shall be contracted under a condition precedent or termination of the purchaser undertakes to effect a
takeover bid from other shares of other shareholders in the same terms and conditions granted to the selling
controlling shareholder, observing the conditions and terms laid down in the existing legislation and the rules of the
Novo Mercado, in order to assure equal treatment to selling, controlling shareholder and it must be delivered to
BM&FBOVESPA statement containing the price and other conditions of an operation of transference of our
control. The public offering is yet required:
•
When onerous assignment of subscription rights for shares and other securities or rights with respect to
securities that are convertible into shares, which may result in the sale of the Company's control;
•
When the driver is a company, the control of such parent company is transferred, and in this case the selling
controlling shareholder will be obliged to declare to BM&FBOVESPA the value assigned to the Company
in such sale and attach documentation supporting this value; and
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•
When the one who already holds shares of the Company acquires controlling power, in view of a private
share purchase agreement. In this case, the acquiring shareholder will be obliged to make a public offer for
acquisition of shares by the same terms and conditions offered to the selling shareholder and reimburse the
shareholders who have purchased shares on the stock exchange in the six months preceding the date of sale
of control. The amount of compensation is the difference between the price paid to the selling controlling
shareholder and the amount paid on the stock exchange for shares in that period, duly updated.
The Rules of Novo Mercado also provides that the selling controlling shareholder may not transfer the
ownership of its shares and the Company may not register any transfer of shares representing its control,
while the acquiring shareholder and those who will hold such a control does not endorse the Statement of
Consent from drivers under the Novo Mercado rules.
The buyer, when necessary, should take reasonable steps to recover within six months, the minimum
percentage of 25% of the shares that are outstanding in the market.
f. Restriction to negotiation
There is not.
g. Conditions to alternate assured rights by such securities
Pursuant to the Brazilian Corporate Law, not the bylaws neither the shareholder’s decisions in Shareholders’’
Meeting can cause the shareholders to be restricted of the following rights:
•
to participate in the distribution of dividends, in proportion to their respective interest;
to participate in the distribution of remaining assets upon our termination, in proportion to their
respective interest;
•
to preemptive rights to subscribe new shares, convertible debentures and subscription bonus (bônus de
subscrição), except under limited circumstances provided for by the Brazilian Corporate Law, as described in
item “Preemptive Rights” in this Section;
•
•
to monitor the management of our activities, in accordance with the Brazilian Corporate Law;
•
to vote in the shareholder's meeting; and
•
to leave the Company as provided by the Brazilian Corporate Law.
h. Other relevant characteristics
There are no other relevant characteristics.
18.2. Description, if there is any, of the statutory rules that limit the shareholder’s voting right or that
cause them to make public offerings
See item 18.1(e) above.
18.3. Description of the exceptions and suspensive clauses including personal and political rights under the
bylaws
There is not.
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18.4. The table bellow contains the information and the trading volume, as well as the highest and lowest prices
of the securities traded on stock exchanges and organizes markets, in each quarter of the 3 lasts fiscal years
Three month period ended
March 2007
June 2007
September 2007
December 2007
March 2008
June 2008
September 2008
December 2008
Marrch 2009
June 2009
Sepetember 2009
December 2009
March 2010
June 2010
BM&FBOVESPA
Minimum Maximum,
5,5
7,1
5,4
10,6
9,5
13,1
11,2
14,1
9,2
13,2
9,9
13,5
5,8
11,9
4,0
6,8
5,0
6,8
6,6
11,9
9,9
14,9
14,0
18,9
14,8
17,7
12,3
17,1
Trading (R$)
357.331.411
435.859.746
463.640.038
542.215.045
576.444.498
817.257.680
947.409.632
425.273.762
444.617.078
1.299.907.548
1.942.149.716
1.036.935.990
1.396.378.537
5.043.916.030
18.5. Description of other securities that are not shares
On March 31, 2010, securities issued by the Company, executing shares are: simple non convertible debentures
from the Company’s first issuance; (ii) subscription bonus; (iii) certificates of receivable securities; and (iv)
simple, secured, convertible debentures of the 3rd Issuance of the Company.
First Issuance of Simple Debentures
On July 1st, 2007, we issued 25,000 simple, non-convertible, unsecured, registered, single-series debentures, each
with a nominal value of R$10,000.00, for a total amount of R$250.0 million for public subscription.
The debentures shall mature in seven years as from the issuance date, and it shall be remunerated by the CDI rate
plus 0.9% per year. The total principal amount is due to be paid in four annual installments beginning in the 48th
month from the issuance date, or on (July 1, 2011). The debentures from the first issuance are not subject to early
redemption..
Pursuant to the terms of the indenture of our 1st Issuance of debentures, an early maturity of such debentures
will occur in the event of distribution of dividends, payments of interest on shareholders' equity or the
completion of any other payments to the shareholders, if the Issuer is in; default of any of its obligations, as set
forth in the indenture, not including, however, the payment of minimum mandatory dividends under the
Article 202 of Brazilian Corporate Law and the rules of Novo Mercado.
The debentures of our 1st Issuance contain clauses determining maximum indebtedness levels and EBITDA
ratio, based on our consolidated financial statements, as described below:
•
the ratio between (A) the sum of net debt and unpaid properties minus SFH debt; and (B)
shareholders' equity shall always be equal to or less than 0.70;
•
the ratio between (A) the sum of total unallocated revenue and properties held for sale; and (B) the
sum of net debt, unpaid properties and unallocated expenses shall always be equal or higher to
1.30, or less than zero;
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BZDB01 88044462.3 03-set-10 20:27
•
the ratio between (A) EBIT; and (B) net expenses shall always be equal or higher than 1.50, or less
than zero, and also the EBIT shall always be positive.
Pursuant to the terms of Article 60 of the Brazilian Corporate Law, the total value of debentures issued cannot be
greater than our total capital stock. In addition, the debentures from the 1st Issuance contain: (i) a restriction on
payments of dividends above a minimum of 25% for such time as we are in default of our obligations established
in the indenture; (ii) a restriction on any sale, cessation or transfer of shares made by us or our subsidiaries that is
equal to or greater than 10% of the Company or that of our subsidiaries, whose proceeds will not be fully utilized
for the reduction of debt; and (iii) provisions limiting our indebtedness and EBITDA indices, based on our
consolidated financial statements.
The 1st Issuance debentures have clauses in case of prepayment in certain events, such as (i) an individual
amount of R$7.0 million or an aggregate amount equivalent to 2.0% of our shareholders' equity; (ii)
noncompliance with any unappealable judicial decision determining the payment of an individual or aggregate
amount equivalent in reais to 2.0% of our shareholders' equity; (iii) default or mandatory prepayment of any
financial obligations in the individual or aggregate amount equivalent to R$5.0 million; and (iv) the approval of a
consolidation, spin-off, merger or any form of corporate reorganization involving us or our subsidiaries, except if
the consolidation, spin-off or merger (a) complies with the requirements of Article 231 of the Brazilian Corporate
Law; or (b) in case a top international rating agency grants new rating for us or our first issuance, if such new
rating is not lower than the original one; or (c) involves companies that hold interest in CHL or Goldfarb, among
others.
The trustee of the debentures of the first issuance, Pentágono S.A. Distribuidora de Títulos e Valores
Mobiliários., receives a fee of R$7.500,00 – per quarter.
Second issuance of convertible debentures
On April 30, 2009, we concluded the second private issuance of debentures, issuing 27,600 simple, convertible,
registered, secured, single-series debentures, each with a nominal value of R$10,000.00, for a total amount of
R$276.0 million. We subsequently cancelled 142 unsubscribed debentures pursuant to a resolution of the board
of directors held on June 30, 2009. The debentures will mature in 42 months as from the issuance date, or the
maturity date, and the certificates bear annual interest at the CDI rate plus 2.0%. The total principal amount is
due to be paid on October 15,2010.
Our repayment obligations under these debentures are secured by a pledge of 100% of the common shares
issued by CHL, and the debentures are considered senior indebtedness of the Company, with priority over our
assets in the event of liquidation.
Each debenture is individually convertible into a number of common shares according to a ratio of the division of
the face value of each debenture by the price of R$17.00 per common share. The conversion may occur: (i) at any
time until the 30th business day before the maturity date, at the sole discretion of the respective debenture holder;
or (ii) after a two year period as from the issuance date, at our sole discretion, according to the conditions
provided in the respective indenture.
We appointed Planner Trustee DTVM Ltda. as the trustee of the second issuance. Among other duties, the
trustee must: (i) declare, in the terms of the indenture, the anticipated maturity of the debentures in case of
default, including the principal amount and other amounts due; (ii) liquidate the collateral granted pursuant
to the terms of the indenture, applying the proceeds to pay the holders of the debentures; and (iii) take all
necessary measures to ensure such payment to the holders of the debentures.
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On October 21, 2009, we announced the early redemption of all of the outstanding debentures from our
second issuance, with the intention to early convert these debentures into our common shares. The holders of
the debentures requested either their conversion into shares or a cash payment. Consequently, there are no
longer any debentures from our second issuance outstanding.
Third issuance of non-convertible debentures with secured collateral
On August 31, 2009, the shareholders meeting approved the 3rd Issuance of non convertible debentures into
shares, secured and single-series debentures. There were issued 300 debentures, the nominative form and
scriptural, each with a face value of R$1.0 million, for a total amount of R$300.0 million. The deed of the 3rd
Issuance of Debentures was concluded on September 11, 2009, with the Fundo de Garantia por Tempo de Serviço
and the debentures will mature in five years from the issuance. The payment will have 36 months of grace period
and after that period, it will be held twice a year. Interest will be paid semiannually.
The debentures bear interest at the Referential Rate (Taxa Referencial), or TR. as published by the Central
Bank, calculated on a pro rata basis and added to an initial interest rate of 8.75% per year, on a 252 business
days.
The proceeds from such debentures will be allocated to the financing of the construction of residential units
classified within the scope of the SFH.
The Company's obligations of the 3rd Issuance of debentures will be primarily granted by fiduciary assignment of
receivables of The SPE’s that are developing projects to be financed by the 3rd Issuance of Debentures, as well as
the fiduciary guarantee of the issuance quotes of such SPE.
Under the indenture of third issuance debentures there will be an advance maturity in case of dividends
distribution, interest payments on capital or making any other payments to the shareholders. If the Issuer is in
default with any of its obligations under the indenture, there will be a payment of the minimum mandatory
dividend, under article 202 of the Brazilian Corporate Law and the Rules of the Novo Mercado.
The debentures of our third issuance contain provisions limiting our ability to incur indebtedness beyond
certain thresholds, and restricting our debt to EBITDA ratio, based on our consolidated financial statements,
as described below:
•
the ratio between (A) the sum of net debt and unpaid properties minus SFH debt and (B)
shareholder’s equity shall always be equal to or less than 0,70;
•
the ratio between (A) the sum of total unallocated revenue and properties held for sale and (B) the
sum of net debt, unpaid properties and unallocated expenses shall always be equal or higher to
1.30, or less than zero;
•
the ratio between (A) EBITDA and (B) net expenses shall always be equal or higher than 1.50, or
less than zero, and also the EBITDA shall always be positive.
Pursuant to the terms of Article 60 of the Brazilian Corporate Law, the total value of debentures issued cannot
be greater than our total capital stock. In addition, the debentures from the third issuance contain: (i) a
restriction on payments of dividends above a minimum of 25% for such time as we are in default of our
obligations established in the indenture; (ii) a restriction on any sale, cessation or transfer of shares made by
us or our subsidiaries that is equal to or greater than 10% of our shareholders equity or that of our
subsidiaries, whose proceeds will not be fully utilized for the reduction of debt; and (iii) provisions limiting
our indebtedness and EBITDA indices, based on our consolidated financial statements, as described above.
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Pursuant to the terms of the indenture of our 3rd issuance of debentures, there will be an early maturity in the
event of: (i) repeated claims against us with an individual amount higher than the equivalent to 1.0% of our
shareholder's equity or an aggregate amount equivalent to 2.0% of our shareholders' equity; (ii) the occurrence
of any sale, assignment or transfer of our assets whose value is equal to or higher than 10.0% of our
shareholders' equity; and (iii) the approval of a consolidation, spin-off, merger or any form of corporate
reorganization involving us or our material subsidiaries, except if the consolidation, spin-off or merger (a)
complies with the requirements of Article 231 of the Brazilian Corporate Law, or (b) in case a top international
rating agency grants new rating for us or our third issuance, if such new rating is not lower than the original
one; or (c) involves companies that we hold interest in, or a company whose primary asset is interest in a
company that we also hold interest in; or (d) that does not involve the special purpose vehicles whose shares
were given to guarantee our repayment obligations related to the third issuance of debentures, or finally (e) if
we are the merging company and Goldfarb or CHL is the merged company.
The redemption may occur until such time as the principal is paid, in full or in part, but at a minimum of 25% of
the debt balance of the outstanding debentures. The redemption premium varies depending on when we exercise
the redemption option, from a minimum of 0.5% and a maximum of 1.5% above the total value of the issuance,
as calculated by the trustee.
The trustee of the debentures of the first issuance, Oliveira Trust DTVM S.A., receives an initial payment of
R$30.000 and bi-annual payments of R$60,000.
Simple Debentures of the 4th Issuance
Under the Simple Debentures of the 4th Issuance of the Company occurred on August 10, 2010, not
Convertible into shares, without guarantee, in a single series, 280 debentures were issued not Convertible into
shares, nominative, with a face value of R$1.0 million, totaling R$280,0 million.
The debentures mature in 6 years and are paid at a rate equivalent to the CDI rate plus 2.4% per year. The
annual amortization will be in 16 quarterly installments with failure period of 27 months from the date of
issue. The Issuer may make, at any time, extraordinary amortization or early redemption optional, partial or
total, as appropriate, the balance of the Unit Face Value of the Debentures.
Under the terms of debentures of the 4th Issuance will be acceleration in the case of distribution of dividends,
interest payments on own capital or making any other payments to shareholders, if the Issuer is in default
with any of its obligations under the Deed, exception, however, the payment of the minimum mandatory
dividend referred to in Article 202 of the Law 6.404/76 and the Regulation of Novo Mercado.
The 4th Issues’ debentures do not have clauses determining maximum levels of indebtedness and EBITDA
levels.
The 4th Issues’ debentures have clauses of early maturity in the event of certain events, such as (i) legitimate
protest of securities against the Issuer in an individual amount or aggregate of R$10 million, (ii) a default or
early payment of any financial obligations value, individually or in aggregate, exceeding R$10 million, (iv) if
the incorporation, spin-off or merger of the Issuer, without the prior approval of the Debenture holders, as
provided in Article 231 of the Law 6.404/76, among others.
The Trustee of the debentures of the 1st issue is the GDC Partners Serviços Fiduciários DTVM Ltda., which
receives quarterly payment of R$12,500.00.
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Rating
In May 2008, Standard & Poors upgraded the corporate credit rating of our debentures from brBBB+ to brA,
which we have maintained up to the date hereof. In December 2009, Standard & Poors announced that the
Company's rating is under review, with a positive outlook.
Subscription Bonus
In accordance with the merger of MP Holding 3 Ltda. and CHL LXX Incorporacoes Ltda., on March 30, 2008 and
April 29, 2008, respectively, we issued non-redeemable and non-negotiable Subscription Bonus in four series,
consisting of ten class 1 Subscription Bonus and four class 2 Subscription Bonus each. There is no possibility of
redemption of this issuance of Subscription Bonus. The series A Subscription Bonus of both classes were
previously exercised. The holders of our subscription bonus will have the right to subscribe registered common
shares without par value issued by us, subject to the terms and conditions set forth in the tables below:
Class 1 Subscription Bonus
EXERCISE PERIOD
Beginning
Date of our annual shareholders´
meeting approving the financial
statements as of and for the year
ended on December 31, 2008.
End
90 days from the date of
beginning of exercise of the
Subscription Bonus of this
series.
Series A
(Exercised)
Nº OF SHARES TO BE ISSUED
Shall be defined based on our and
Goldfarb’s combined net income for
2008, with deduction of 35% with
respect to the multiple of our net
income, reduced by the number of
shares already delivered in view of
the merger.
Series B
(Exercised)
income.
Beginning
Date of our annual shareholders’
End
series.
Series C
income.
Beginning
End
series.
Series D
income.
Beginning
Defined based on our and
Goldfarb’s combined net income
for 2011, with deduction of 35%
with respect to the multiple of
our net income.
End
series.
EXERCISE PERIOD
Beginning
ended December 31, 2008.
End
beginning of exercise of
the Subscription Bonus of
this series.
Class 2 Subscription Bonus
Series A
(Exercised)
CHL’s combined net income for
income, reduced by the number of
shares already delivered in view of
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BZDB01 88044462.3 03-set-10 20:27
the Incorporation.
EXERCISE PERIOD
Series B
(Exercised)
income.
Beginning
End
this series.
Series C
income.
Beginning
End
this series.
Series D
income.
Beginning
End
this series.
Depositary Receipts Program Level 1
October 29, 2008, we submitted an application to the CVM for registration of the Sponsored Depositary
Receipts Program – Level 1 for purposes of trading American Depositary Receipts backed by our common
shares on the U.S. securities over-the-counter market. For this purpose, Citibank DTVM S.A. is the custodian
and Citibank, N.A. is the depositary in The United States. Each depositary receipt represents two common
shares. As of the date of this Reference Form, 141,589 depositary receipts had been issued.
CRI Issuance
In July 2009, we issued 45 CRIs in the amount of R$1.0 million each, with a maturity date in three years. The
issuance was carried out by our subsidiary PDG Companhia Securitizadora, guaranteed by us and includes
80.0% of the receivables from units under construction. The yield was fixed at a rate of 110% of the CDI (from
the first through the twenty-fourth month) and 115% of the CDI (from the twenty-fifth through the thirty-sixth
month). The holders of CRIs have a put option against us and PDG Companhia Securitizadora at the end of the
twenty-fourth month, with a resale price equal to their face value. The CRIs are not subject to redemption.
In October 2009, we issued 30 CRIs in the amount of approximately R$1.0 million each, with a maturity date in
five years and a grace period on principal and interest payments until the thirty-sixth month. The issuance was
carried out by our subsidiary PDG Companhia Securitizadora and guaranteed by us. The yield was fixed at a rate
of 115% of the CDI (from the first through the thirty-sixth month) and 117% of the CDI (from the thirty- seventh
through the sixtieth month). The holders of CRIs from the second placement have a put option against us and PDG
Companhia Securitizadora at the end of the thirty-sixth month, with a resale price equal to their face value.
In November 2009, we issued 25 CRIs in the amount of R$1.0 million each, with a maturity date in eight years and a
grace period on principal and interest payments until the twenty-ninth month. The yield was fixed at a rate of 110%
of the CDI. The holders of CRIs from the third placement have a put option against us and PDG Companhia
Securitizadora at the end of the thirty-sixth and the sixtieth months, with a resale price equal to their face value.
In May 2010, we issued 186 CRIs in the amount of R$1 million each. This occurred from the second series of the
3rd issuance of CRIs. The CRIs has IGP-M remuneration plus 9.40% per year, over the balance of the CRI and a
maturity date of 124 months, from May 7, 2010 to September 7. 2020.
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In July 2010, we issued the 3rd series of the 3rd issue of 89 CRIs in the amount of approximately R$1 million each.
The CRIs have TR remuneration plus 9.80% per year, on the balance of the the updated value of the CRI, with a
termo f 30 months for payment.
Promissory Notes
The Company issued three hundred (300) promissory notes amounting to R$1.0 million each, in a single series. The
Promissory Notes have a maturity term of one hundred and fifty (150) consecutive days to be counted from the date
of promissory note issue, and the amount of principal and interest will be subject to amortization upon maturity. The
Promissory Notes are entitled to compensatory interest based on the variation of the average daily interest rate of
Interfinancial Deposits accrued of premium of 1.65% per year, calculated exponentially and cumulatively “pro rata
temporis”, per working days. The promissory notes were subject to public distribution with restricted efforts, under
the secured promissory note regime, according to provisions of CVM Instrution 476.
18.6. Indication of the Brazilian markets where the Company's securities are admitted to be traded
The Company's shares are trading on the BM&FBOVESPA, under the code PDGR3. The CRIs issued by the
Company are listed for trading in the secondary and primary distribution CETIP SA - Organized OTC Derivatives
and Asset (“CETIP”).
18.7. Indicate each class and type of securities admitted on the foreign markets.
On October 29, 2008, the Company filed with the Brazilian Securities and Exchange Commission (CVM) a
request to be registered in the Sponsored Level 1 Depositary Receipts Program to trade on the US over-thecounter market, securities backed by common shares issued by the Company. For this purpose, Citibank DTVM
S.A. is the custodian and Citibank, N.A. is the depositary in the United States. The entity that administers the U.S.
OTC market is the Financial Industry Regulatory Authority (FINRA). As of the date of this Form, 141.589
Depositary Shares had been issued
In addition, the admission date of the Depositary Shares was December 05, 2008. But, since these securities are
not listed in an organized market, there no initial date of listing.
18.8. Description of the distribution of the public offerings made by the Company or by third parties, including
controllers and associated companies and subsidiaries, of securities of the Company31
Shares
On January 24, 2007, based on the authorized capital and as a result of our initial public offering, our board of
directors increased our capital stock by 30,000,000 of shares, for public subscription to be paid in cash, at the
issuance price of R$14.00 per share, representing an increase of R$420.0 million, with the value of the issuance
determined by the equity.
On February 23, 2007, also based on the authorized capital, our capital stock was subject to a new increase of
875,933 shares at the issuance price of R$14.00 per share, with the value of the issuance determined by the
shareholders' equity of the Company, representing an increase of R$12.3 million due to the exercise the of the
over-allotment option in connection with our initial public offering to meet excess demand during the offering,
aiming the exercise of this option by Banco BTG Pactual S.A., on February 23, 2007.
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On October 2007, our capital stock was, again, increased by the Board of Directors, during the second public
offering of company’s shares. Based on the authorized share capital, and 23.000.00 shares at the issuance price
of R$25,00, representing an increase of R$575 million. On October 1, 2009 our capital stock was, again,
increased bu the Board of Directors, during the third public offering of company’s sares. Based on authorized
capital and 56.000.00 shares at the issuance price of R$14,00 per share, representing na increase of R$784
million.
On February 05, 2010, were granted the registration of the 4th public offering of common shares issued by the
Company, by means wich the FIP PDG I executed a secondary public offering of 97.084.946 of the Company’s
common share, at the issuance price of R$14,50 per share. Because of the exercise of the green shoe by Banco
BTG Pactual S.A., another 14.562.741 common shares, issued by the Company and owned by FIP PDG I, at the
same conditions and initial share prices.
18.9. Description of the our public offerings for a third issuance32
Until March 31, 2010, public offerings for a third issuance did not occur.
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19.
PLANS OF REPURCHASE AND SECURITIES IN CASH
19.1. Plans to repurchase Company’s shares:
In the fiscal years of 2006 and 2007, there were no repurchase plans of shares.
In the fiscal year of 2008, however, on October 21, our Board of Directors approved the creation of the First Share
Repurchase Program, with the scope to maximize value for the shareholders. Such program has a term of 365 days
and is limited to 8,142,064 (pre-split) common shares, representing 10% of the outstanding shares.
On August 12, 2009, the Board of Directors approved the termination of the current share repurchase program and
the cancellation of 598,600 (pre-split) common shares, nominative, without issuance value, held in treasury, without
alteration of the capital stock of the Company. We acquired 7.35% of the total shares approved in the program over
the average price of R$9.18 (pre-split). The shares that were canceled accounted R$5.5 million, and will be canceled
to the reserve account of retained profits in equal value.
At the time of repurchase of such options, we used the resources of the reserve account of retained profits of the
Company to cancellate shares in the same accounted value of shares, R$5.5 million.
19.2. The table below shows the movement of securities held in treasury, separated by type, class and species,
indicate the quantity, total value and average price of acquisition:
Type (class and
type)
Amount
Common shares
1.197.200
Initial
Balance
(R$)
2.643.792,1
7
Type (class and
type)
Amount
Initial
Balance
(R$)
Common hares
1.161.200
-
2009
Acquisition
AverageAcquisition
Price (R$)
4,56238
36.000
2008
Acquisition
AveragePrice (R$)
Acquisition
2,2767
1.161.200
Alienation
s
Cancellations
Final
balance
(R$)
-
1.197.200
-
Alienation
s
Cancellation
-
-
Final
balance
(R$)
5.287.584,3
3
There were no shares acquisitions by the treasury during 2006 and 2007.
19.3. The table below lists the securities that are held in treasury of the last fiscal year, separated by types and
classes.:
Type (class and
type)
Common shares
Amount
580.600
Year ended 2008
Acquisition
Date of
Average-Price (R$)
acquisition
9,1071
% of the securities of the same class and type
0,4%
There were no purchases of shares by the tresuary during 2006 and 2007. On August 12, 2009, the cancellation of the
shares described above, was approved by the Board of Directors of the Company. Thus, there are no more shares of
the Company in treasury.
19.4.
There are no other relevant information about item 19
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20. TRADING POLICY OF SECURITIES
20.1. Trading policy of securities issued by Company by the controlling shareholders, directly or indirectly,
directors, members of the board of director, board of auditors and any other agency with technical or advisory
functions, created by statutory provision:
All purchase transactions related to our shares must comply with the provision of the “Manual de Conduta Para
a Divulgacão e Uso de infomações e Politica de Negociacão de Valores Mobiliários”, approved by our board of
directors on December 14, 2006.
Disclosure of trading by our principal shareholders, directors, executive officers or members of the board of
auditors
Our controlling shareholder, directors, executive officers and members of our board of auditors, if one is in place,
as well as members of any of our technical or advisory bodies, are required to report to us, so it can be reported to
the CVM and BM&FBOVESPA, the number and type of our securities, our subsidiaries or the securities of any
publicly-held company that we may control, including derivatives, that they or persons closely related to them
hold, as well as any changes in such ownership interest. The information related to such securities negotiation, like
the amount, price and date of purchase, must be reported to the CVM and BM&FBOVESPA within ten days from
the end of the month in which the changes are carried on. If the person is an individual, the communication must
include the shares held by his or her spouse, partner or dependent that is included in his or her tax return and any
company directly or indirectly controlled by any of those persons
The communication must include the following information:
•
•
•
The name and qualifications of the person providing the information;
The amount, per type and or class, of shares traded, or other characteristics in case of other securities
traded; and
The nature of the acquisition (private transaction, stock exchange transaction, etc), price and date of
each transaction.
We are also required to inform CVM and BM&FBOVESPA if no monthly changes have occurred.
Under article 12, § 1° of CVM Rule 358, dated as of January 3th, 2002, if our direct or indirect controlling
shareholders, the shareholders that elect members of the board of directors or board of auditors, and/or any person
or company, individually or as a group, acting jointly or representing the same interests, reaches an ownership
interest directly or indirectly equal to at least 5% of our shares, such shareholder or group of shareholders shall
report to us, the BM&FBOVESPA and the CVM the following information:
•
•
•
•
•
The name and qualification of the person providing the information;
The amount, price, per type and class of shares acquired, or other characteristics in case of other
securities acquired;
The nature of the acquisition (private transaction, stock exchange transaction, etc.);
The purpose of the transaction; and
The terms of any agreement regulating the exercise of voting rights or the purchase and sale of our
marketable securities.
Disclosure Policy, use of Information and Trading of Securities
Our disclosure policy, use of information and trading of securities was approved by the board of directors' meeting
held on December 14, 2006 pursuant to the legislation and regulation in force.
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The Company, its direct and indirect controlling shareholders, its directors and officers, the members of its board of
auditors, the employees and executives with access to relevant information, and the members of the other technical
and consultive bodies of the Company, as well as those who, because of their position, title or job in the controlling
shareholders, subsidiaries and affiliates, are aware of the information on the material development relating to the
Company and have signed the compliance statement, are prohibited from trading in the Company's securities for
fifteen days prior to the disclosure or publication, whenever applicable, of (i) Company's ITR; (ii) Company's DFP
and IAN.
The Company's board of directors cannot approve the acquisition or sale of company shares while the following
information is not made public by means of the publication of material developments: (i) execution of any
agreement or contract contemplating the transfer of control in the Company; or (ii) grant of option or right aimed
at the transfer of control in the Company; or (iii) existence of intention to promote consolidation, total or partial
spin-off, merger, conversion or corporate restructuring.
Former directors and officers that leave the Company prior to the public disclosure of any material development
started during their term of office are prohibited from trading in the Company's securities: (i) for six months after
their departure: or (ii) until disclosure by the Company of the material development to the market, except if
trading in Company shares after the disclosure of the material development, would interfere in the business
conditions to the detriment of the Company or its shareholders.
There is no other relevant information about item 20.
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21. POLICY ON THE DISCLOSURE OF INFORMATION
21.1. Description of rules or procedures adopted by the Company to assure that the information to be pubicly
disclosed will be collected, processed and reported accurately and timely.
Except for the disclosure policy described below, there’s none.
21.2. Description of the disclosure policy of de act or material fact adopted by the Company that indicates
the procedures to maintain secret relevant information that were not disclosed.
Our Disclosure Policy, Use of Information and Trading of Securities was approved by the board of directors'
meeting held on December 14, 2006 pursuant to the legislation and regulation in force. Pursuant to such policy, the
director of investor relations is primarily responsible for communicating and disclosing any material developments,
so as to assure that investors are timely, efficiently and reasonably provided with the information necessary to made
their investment decisions, ensuring the best symmetry possible for the dissemination of information, avoiding the
undue use of privileged information in the securities market by those that have access to which, in their own benefit
or for the benefit of third parties, in detriment to investors in general, the market and us.
The Disclosure Policy, Use of Information and Trading of Securities was prepared with the purpose of
establishing high levels of conduct and transparency, and must be complied with by the: (i) controlling
shareholders; (ii) managers of the Company; (iii) board of auditors; (iv) members of our other bodies with
technical and advisory functions; (v) employees and executives with access to relevant information; and (vi)
whomever, due to the title, function or position in the Company, controlling companies, subsidiaries and
affiliates, is aware of any information referring to material developments about us, so as to adapt our internal
policy to the principle of transparency and the good practices of conduct for the use, disclosure of relevant
information and trading of our securities. The persons mentioned above must execute the respective compliance
statement, which shall be filed at our headquarters while they have a relationship with us and for at least five
years after their leave.
Under article 155, § 1st, of the Brazilian Corporate Law, and article 2 of CVM Rule 358, “material act or fact”
means (a) any decision by the controlling shareholders, a resolution of a shareholders' meeting or management
bodies; or (b) any other political and administrative, technical, commercial or economic or financial act or fact
occurred or related to their business, that may significantly affect: (i) the price of their securities; (ii) the
investors' decision to purchase, sell or hold their securities; or (iii) the investors' decision to exercise any rights
inherent to the condition of security holder.
The Director of Investor Relations is in responsible for: (i) notifying CVM, BM&FBOVESPA and, if
applicable, other stock exchanges and market entities in which our securities are or may be traded, whether in
Brazil or abroad; and (ii) disclosing to the market any material facts related to us. Our controlling shareholders,
members of management and the board of auditors, employees and executives with access to relevant
information, as well as members of our technical or advisory bodies must promptly inform the Director of
Investor Relations of any material facts that they become aware of.
Any material facts must be disclosed, whenever possible, before the beginning or after the end of the trading
session on BM&FBOVESPA or, as the case may be, on other stock exchanges and market entities in which
our securities are or may be traded, whether in Brazil or abroad. In the case of time difference, the trading
time of the Brazilian market shall prevail. The Director of Investor Relations must: (i) communicate and
disclose the material facts inherent to our business immediately after its occurrence; (ii) concurrently
disclose to the entire market the material facts to be disclosed by any communication vehicle, including the
press, or at meetings of professional associations, investors, analysts, selected public, in Brazil or abroad;
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and (iii) analyze the need to request simultaneously to BM&FBOVESPA and, as the case may be, to the
other stock exchanges and market entities in which our securities are or may be traded, in Brazil or abroad,
for the time necessary to the appropriate dissemination of the relevant information, if it is imperative that the
material facts be disclosed during the trading time.
Our directors and officers, members of our board of auditors, and members of our other technical or advisory
bodies must inform the holders of our securities, whether on their behalf or on behalf of persons related to them,
of well as any changes in such positions. This communication must be made (i) immediately after their
investiture, as the case may be; and (ii) within ten days after the end of the month in which the changes took
place, disclose the balance of the position over such period. Direct or indirect controlling shareholders,
shareholders who elected members of the board of directors and shareholders that elected members of the board
of auditors must communicate as well as inform of the acquisition or disposal of any ownership interest, direct or
indirect corresponding to 5% or more of any kind or class of shares issued by us, which includes any rights
related to such shares.
Our Director of Investor Relations shall have the power to determine the time periods during which the
Company, its direct or indirect controlling shareholders, its directors and officers, the members of its board of
auditors, the employees and executives with access to relevant information, and the members of the other
technical and advisory bodies of the Company, are prohibited from trading in the Company's shares (blackout
period).
In addition, the Company, its directors and officers, our direct or indirect controlling shareholders, the members
of the board of auditors, employees and executives with access to relevant information, and the members of the
other technical or consultative bodies of the Company, as well, as those who, because of their position, title or
job in the controlling shareholders, subsidiaries and affiliates, and who have signed the compliance statement,
are aware of any material fact regarding the Company, are prohibited from trading in the Company’s shares:
(i) Whenever any material fact occurs in the Company’s business of which the above persons are
aware;
(ii) Whenever there is the intention to promote consolidation, total or partial spin-off, merger, conversion or
corporate restructuring; and
(iii) Only with respect to direct or indirect controlling shareholders and directors/officers, whenever any
option or right is being granted or has been granted for the purpose of acquisition or sale of the
Company’s shares by the Company, its subsidiaries, it affiliates or other jointly-owned entity.
Prohibitions set forth in sub items “i” and “ii” above will cease as soon as the Company discloses the material
fact to the market, except if the trading of the Company's shares by the persons mentioned above, after the
disclosure of such material fact, may interfere with the business conditions of the Company to the detriment of
the Company or its shareholders.
21.3. Inform the managers that are responsible for implementation, maintenance, evaluation and
supervision of information disclosure policy
The Director of Investor Relations.
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22. EXTRAORDINARY BUSINESS
22.1. Indicate the acquisition or the disposal of any relevant asset that does not fit as a normal operation in
the Company’s business
There is not.
22.2. Indicate singnificant changes in the way of conducting the Company’s business 36
There is not.
22.3. Identify relevant contracts executed by the Company and its subsidiaries that are not directly
related to their operacional activities37
There is not.
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Company`s Identification PDG Realty S.A. Empreendimentos e

Transcription

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