Professional Documents
Culture Documents
KPDS 115628
Contents
Management report
50
Balance sheets
53
Statements of income
57
59
60
62
66
68
Disclaimer
This document may contain prospective statements, which are subject to risks and uncertainties as they
are based on expectations of the Companys management and on available information. The Company is
under no obligation to update these statements.
The words "anticipate, wish, "expect, foresee, intend, "plan, "predict, forecast, aim" and similar
words are intended to qualify statements.
Forward-looking statements refer to future events which may or may not occur. Our future financial
situation, operating results, market share and competitive position may differ substantially from those
expressed or suggested by these forward-looking statements. Many factors and values that may impact
these results are beyond the Companys ability to control. The reader/investor should not make a decision
to invest in Multiplan shares based exclusively on the data disclosed on this report.
This document also contains information on future projects which could differ materially due to market
conditions, changes in laws or government policies, changes in operational conditions and costs, changes
in project schedules, operating performance, demands by tenants and consumers, commercial
negotiations or other technical and economic factors. These projects may be altered totally or in part by the
Company with no prior notice.
Non-accounting information has not been reviewed by external auditors.
In this release the Company has chosen to present the consolidated data from a managerial perspective,
in line with the accounting practices in force on December 31, 2012, as disclosed below.
For more detailed information, please check our Financial Statements, Reference Form (Formulrio de
Referncia) and other relevant information on our investor relations website www.multiplan.com.br/ir.
Managerial Report
Multiplan is presenting its quarterly results in a managerial format to provide the reader with a more
complete perspective on operational data. Please refer to the Companys financial statements on its
website www.multiplan.com.br/ir to access the Financial Statements in compliance with the Brazilian
Accounting Standards Committee CPC.
Please see on page 34 in this report the changes determined by Technical Pronouncements CPC18 (R2)
and CPC19 (R2), and the reconciliation of the accounting and managerial numbers.
Table of Contents
01.
02.
03.
04.
05.
06.
07.
08.
09.
10.
11.
12.
13.
14.
15
16.
17.
R$ Million
2008
2009
2010
2011
2012
2013
2014
Change %
(2014/2007)
CAGR %
(2014/2007)
Gross Revenue
368.8
452.9
534.4
662.6
742.2
1,048.0
1,074.6
1,245.0
237.6%
19.0%
212.1
283.1
359.4
424.8
510.8
606.9
691.3
846.1
299.0%
21.9%
EBITDA
212.2
247.2
304.0
350.2
455.3
615.8
610.7
793.7
274.0%
20.7%
FFO
200.2
237.2
272.6
368.2
415.4
515.6
426.2
552.9
176.2%
15.6%
21.2
74.0
163.3
218.4
298.2
388.1
284.6
368.1
1,639.7%
50.4%
Net Income
LTM 1Q08
LTM 1Q09
LTM 1Q10
LTM 1Q11
LTM 1Q12
LTM 1Q13
LTM 1Q14
LTM 1Q15
1,254
1,113
915 948
381
474
573
880
686
218
305
385 441
527
644
791
708
213 256
543
329 368
584 648
214
233
310
381
539
24
Gross Revenue
EBITDA
FFO
106
166
235
359 334
296 355
Net Income
Overview
Multiplan Empreendimentos Imobilirios S.A is one of the leading shopping center operating companies in
Brazil, established as a full service Company that plans, develops, owns and manages one of the largest
and highest-quality mall portfolios in the country. The Company is also strategically active in the residential
and commercial real estate development sectors, generating synergies for shopping center-related
operations by creating mixed-use projects in adjacent areas. At the end of 1Q15, Multiplan owned 18
shopping centers with a total GLA of 767,554 m - with an average interest of 73.8% -, of which 17
shopping centers were managed by the Company, with over 5,400 stores and an estimated annual traffic
of 180 million visits. Multiplan also owned - with an average interest of 92.4% - two corporate office
complexes with a total GLA of 87,558 m, for a total portfolio GLA of 855,112 m.
1Q15 Highlights
Multiplans High Quality Malls Sustain Solid Operational Indicators and
Delinquency Rate
Rent as Sales %
Other as Sales %
98.5%
98.6%
97.5%
1Q13
14.2%
13.7%
13.5%
5.9%
5.4%
8.1%
7.8%
8.1%
1Q13
1Q14
1Q15
6.0%
1Q14
1Q15
Rent Loss
2.2%
0.2%
1Q13
1.9%
1.8%
0.5%
0.5%
1Q14
1Q15
1Q15
MULT3
4.9%
16.0%
5.8%
Real SSR
14.5%
4.8%
2.8%
11.9%
3.9%
3.9%
11.4%
11.4%
10.4%
7.7%
8.6%
1.8%
2.6%
10.1%
8.8%
4.3%
8.0%
0.6%
3.5%
8.0%
1.2%
6.8%
0.9%
4.1%
2.7%
7.4%
7.6%
6.7%
5.9%
5.8%
5.9%
2Q13
3Q13
4Q13
1Q14
2Q14
3Q14
7.3%
8.8%
9.6%
9.3%
7.7%
6.3%
5.7%
5.9%
6.8%
1Q11
2Q11
3Q11
4Q11
1Q12
2Q12
3Q12
4Q12
1Q13
Performance Highlights
1Q15 (R$)
1Q15 vs. 1Q14
Rental revenue
2,916.9 M
194.2 M
227.1 M
+7.1%
+15.7%
+15.9%
1Q15
MULT3
Shopping center sales increased 7.1% in 1Q15, showing resiliency in mature operating assets as well
as a robust growth coming from malls under consolidation. The portfolio recorded average monthly sales
per square meter of R$1,376, attributable to the companys homogeneous high quality shopping centers.
Same Area Sales increased 5.7%, on top of an already strong growth of 9.3% in 1Q14.
Gross Revenues were R$293.0 million in 1Q15, led by a 15.7% growth in rental revenues. Morumbi
Corporate continues to increase its revenue contribution, recording R$14.5 million in 1Q15. The shopping
center portfolio ended the quarter with a monthly rent of R$108/m. Same Store Rent grew 9.5%, implying
a real increase of 4.1%, above the simple average of 3.7% calculated since the IPO, or 3.3% in the last
five year.
Following the low mall vacancy rate and efforts by the company to reduce condominium costs,
shopping center expenses dropped 10.1% in 1Q15, and reached the lowest percentage of mall net
revenues ever recorded, of 9.3%.
The rent increase and a reduction in expenses led to Net Operating Income (NOI) + Key Money growth
of 15.9% in the quarter, with a margin of 89.7%. NOI in the twelve months ending in March 2015 was
R$914.1 million, or R$4.85 per share, equivalent to a five-year CAGR of 15.7%.
G&A expenses totaled R$25.7 million in 1Q15, representing a small 4.8% increase compared to 1Q14,
being entirely offset by services revenue of R$27.6 million in the quarter.
The consolidated EBITDA recorded R$193.7 million, with a 73.2% margin. Excluding non-recurring
results reported in 1Q14, EBITDA grew 10.6% in the quarter. The Shopping Center EBTIDA margin was
76.7% during the quarter.
On the debt side, the company ended the quarter with a net debt-to-EBTIDA ratio of 2.23x, and an
average cost of gross debt of 11.53% p.a., 122 b.p. below the SELIC basic interest rate in March 2015, of
12.75%.
Net Income was R$69.6 million in 1Q15. If non-recurring events is excluded from 1Q14, growth
would have been 14.2% in the quarter. In the twelve months ending in March 2015, FFO was R$539.0
million, corresponding to a FFO per share of R$2.86, equivalent to a five-year CAGR of 10.6%.
Recent Events:
General Shareholders Meeting: On April 29, 2015, the General Shareholders Meeting approved (i) the
payment of additional dividends in the amount of R$19.9 million referring to the 2014 fiscal year results,
and (ii) the election of a new board member, Mr. Salvatore Iacono, who replaces Mr. Russell Goin.
1Q15
MULT3
1.
1Q15
194,216
27,617
7,895
42,492
11,286
8,690
764
292,961
(28,259)
264,702
(25,664)
(3,930)
(22,958)
(3,230)
(1,754)
(652)
(8,334)
1
(4,482)
193,700
11,211
(56,161)
(39,196)
109,555
(34,037)
(5,906)
(18)
69,593
1Q14
167,921
32,187
10,256
35,416
25,853
11,411
907
283,952
(26,703)
257,249
(24,495)
(3,085)
(25,544)
(3,430)
(6,334)
(3,713)
(15,459)
11,009
10,364
196,560
9,527
(49,495)
(39,292)
117,300
(28,021)
(6,974)
(20)
82,286
Chg. %
15.7%
14.2%
23.0%
20.0%
56.3%
23.8%
15.8%
3.2%
5.8%
2.9%
4.8%
27.4%
10.1%
5.8%
72.3%
82.4%
46.1%
100.0%
na
1.5%
17.7%
13.5%
0.2%
6.6%
21.5%
15.3%
10.3%
15.4%
(R$'000)
NOI
NOI margin
NOI + Key Money
NOI + Key Money margin
1Q15
219,211
89.3%
227,106
1Q14
185,774
86.5%
196,031
Chg. %
18.0%
282 b.p.
15.9%
89.7%
87.1%
254 b.p.
185,221
76.7%
193,700
73.2%
69,593
26.3%
75,499
28.5%
114,695
43.3%
182,687
79.9%
196,560
76.4%
82,286
32.0%
89,259
34.7%
128,551
50.0%
1.4%
315 b.p.
1.5%
323 b.p.
15.4%
570 b.p.
15.4%
618 b.p.
10.8%
664 b.p.
1Q15
MULT3
Mar-15
2014
2013
2012
3.49%
6.11%
0.72
230 b.p.
44 b.p.
10.65%
3.49%
6.11%
0.72
230 b.p.
44 b.p.
10.65%
3.53%
6.02%
0.77
205 b.p.
43 b.p.
10.66%
3.57%
5.74%
0.74
184 b.p.
59 b.p.
10.25%
Inflation assumptions
Inflation (Brazil)
Inflation (USA)
Shareholders cost of capital BRL nominal
6.53%
2.40%
15.11%
6.53%
2.40%
15.11%
5.98%
2.30%
14.64%
5.47%
2.30%
13.66%
The investment properties valuation reflects the market participant concept. Therefore, the Company does
not consider in the discounted cash flows calculation taxes on revenues, income taxes, revenue and
expenses relating to management and brokerage services.
The future cash flow of the model was estimated based on the properties individual cash flows, including
the net operating income (NOI), recurring Key Money (based only on mix changes, except for projects
under development and future projects), revenues from transfer fees, investments in revitalization, and
investments in constructions in progress. Perpetuity was calculated assuming a real growth rate of 2.0%
for shopping centers and zero for office towers.
1Q15
MULT3
The Company classified its investment properties in accordance with their status. The table below
describes the fair value calculated for each category of property and presents the amounts in the
Companys share:
Fair Value of investment properties
Shopping malls and office towers in operation ,
Mar-15
2014
2013
2012
R$ 16,049 M
R$ 15,683 M
R$ 14,089 M
R$ 13,418 M
R$ 35 M
R$ 32 M
R$ 123 M
R$ 715 M
R$ 312 M
R$ 284 M
R$ 430 M
R$ 569 M
R$ 16,396 M
R$ 15,999 M
R$ 14,642 M
R$ 14,702 M
In 2012, the JundiaShopping, ParkShopping Campo Grande, Village Mall, ParkShopping Corporate, and Expansion VI of the
RibeiroShopping projects were completed and their assets transferred from the line Projects under development to Shopping malls and
office towers in operation.
In 2013, the Expansion VII and Expansion VIII projects of RibeiroShopping and Morumbi Corporate were completed, and their assets
were transferred from the line Projects under development to Shopping malls and office towers in operation.
In 2014, the BarraShopping Expansion VII project was completed, and the assets were transferred from the line Projects under
development to Shopping malls and office towers in operation.
Following the pronouncement CPC 19 (R2) Joint business, issued by the Accounting Standards
Committee (CPC), the 37.5% ownership interest in Shopping Santa rsula and 50.0% in Parque Shopping
Macei project through the joint controlled investees were not considered in the fair value calculation.
Future projects (not disclosed)
Properties under development (disclosed)
Properties in operation
Fair
Value
17.5 B
16.4 B
15.0 B
82.45
12.5 B
10.0 B
68.87
7.5 B
84.99
87.10
2014
Mar-15
78.06
73.21
5.0 B
2.5 B
2010
2011
2012
2013
2014
Mar-15
163
143
120
100
2010
111
111
2011
140
160
2010
2011
2012
2013
204
197
32%
166
167
162
166
10.6 B
2014
Mar-15
Valor de
Mercado
16.4 B
12.4 B
145
138
2012
2013
Enterprise
Value (EV)
Fair Value
10
1Q15
MULT3
Fair Value
13.0 B
12.3 B
14.7 B
14.6 B
12.3 B
11.3 B
16.4%
22.6%
2012
2013
16.4 B
16.0 B
12.4 B
10.9 B
7.3 B
6.4 B
48.2%
44.0%
2010
2011
31.9%
24.3%
2014
Mar-15
3. Operational Indicators
3.1 Tenant Sales
Positive figures in spite of the economic downturn
Multiplans shopping centers sales reached R$2.9 billion in 1Q15, an increase of 7.1% when compared to
the same period during the previous year. The result follows a strong 12.1% growth in sales achieved in
2014, and again shows the operating resiliency of matured assets as well as a robust growth coming from
malls under consolidation.
In 1Q15 the portfolio recorded average sales per square meter of R$1,376, attributable to the companys
homogeneous and high quality shopping centers. Multiplan believes that its strategy of having the best
assets in the cities where it is located, with an intensive mall management and a diversified mix of retailers,
should continue to lead the company to record strong operating metrics.
As expected, the younger shopping centers
under consolidation have outperformed the
average growth rate recorded by the portfolio.
The
four
malls
opened
since
4Q12
(JundiaShopping,
ParkShoppingCampoGrande, VillageMall and
Parque
Shopping
Macei),
presented
Opening
(1979)
(1981)
(1981)
(1982)
(1983)
(1996)
(1999)
(1999)
(2003)
(2007)
(2008)
(2008)
(2009)
(2011)
(2012)
(2012)
(2012)
(2013)
1Q15
1Q14
253.4 M
246.2 M
173.9 M
165.6 M
417.8 M
391.7 M
345.7 M
332.0 M
249.1 M
232.5 M
132.9 M
131.2 M
54.9 M
58.1 M
217.9 M
207.0 M
195.9 M
186.1 M
85.0 M
79.5 M
41.3 M
42.4 M
171.0 M
157.8 M
90.9 M
77.8 M
116.6 M
109.2 M
95.1 M
84.4 M
88.2 M
79.8 M
108.5 M
92.4 M
78.9 M
49.4 M
2,916.9 M 2,723.0 M
Chg.%
2.9%
5.1%
6.7%
4.1%
7.1%
1.3%
5.5%
5.3%
5.3%
6.9%
2.7%
8.4%
16.9%
6.8%
12.7%
10.5%
17.4%
59.7%
7.1%
Ptio Savassi opened in 2004 and was acquired by Multiplan in June, 2007.
2
Shopping Santa rsula opened in 1999 and was acquired by Multiplan in April,
2008.
11
1Q15
MULT3
with
and
monthly
followed
sales
closely
of
by
25.817/m
29.808/m
19.098/m
Sales
Sales Sales (Anchors & stores under stores under
Satellites)
1,000m
200m
Same Area Sales reach monthly average of R$1,292 per square meter in 1Q15, growing 5.7%
In spite of the challenging economic environment in Brazil, Same Area Sales (SAS) and Same Store Sales
(SSS) metrics presented growth on top of an already strong sales base in 1Q14. SAS hit monthly rate of
R$1,292/m, increasing 5.7% in the quarter, after having increased 9.3% in 1Q14, while SSS recorded
growth of 4.3% in 1Q15, reaching R$1,295/m, on top of a 8.3% growth recorded in 1Q14. The spread
reinforces the success of the tenant mix improvement strategy, increasing the leverage of the pace of
sales growth in Multiplan shopping centers.
Same Area Sales
12.0%
10.3%
6.6%
1Q11
10.0%
9.7%
7.7%
7.0%
9.4%
2Q11
9.5%
9.4%
7.4%
7.5%
8.3%
3Q11
4Q11
8.2%
8.1%
8.5%
1Q12
2Q12
3Q12
8.8%
7.7%
8.0%
9.3%
8.8%
6.7%
5.7%
6.8%
8.1%
4Q12
1Q13
5.8%
2Q13
8.4%
3Q13
7.6%
8.3%
4Q13
1Q14
9.4%
2Q14
6.1%
3Q14
5.7%
7.9%
4Q14
4.3%
1Q15
Same Store Sales for anchor stores increased 7.0% in 1Q15, highlighted by a strong increases in the
Apparel (+12.0%) and Services (+15.4%) segments and despite the weak performance of the Home &
Office segment (-10.1%), after a strong growth recorded in 1Q14 (+9.0%). The latter segment, being
more affected by the domestic economic environment and by the end of tax subsidies also weighted (4.9%) over the satellite stores SSS growth of 3.4%, which was offset by solid increases coming from
Services (+10.8%) and Food Court & Gourmet Area (+9.5%).
12
1Q15
MULT3
For illustration purposes only, if the Home & Office segment was excluded from the calculation, the SAS
and SSS would have increased 7.3% and 6.0%, respectively.
By having 32% of the GLA occupied by Food and Services operations, the company reinforces the
portfolios defensive position, which is leveraged by its premium locations and intensive management.
1Q15 x 1Q14
Anchor Satellite
9.5%
9.5%
Apparel
12.0%
0.1%
2.9%
10.1%
4.9%
6.9%
Miscellaneous
8.3%
7.3%
7.5%
Services
SAS
7.0%
3.4%
IPCA
172
162
144
100
Total
SSS
Total
4.3%
Same base sales and IPCA (Inflation Index) - Base 100: 1Q09
100.0%
99.8%
100.0%
97.9%
98.4%
97.2%
85.8%
100.0%
97.5%
88.3%
100.0%
98.5%
91.4%
100.0%
98.6%
94.0%
82.8%
70.4%
1Q10
1Q11
Occupancy Rate
1Q12
1Q13
1Q14
1Q15
13
1Q15
MULT3
13.7%
13.5%
14.0%
14.2%
5.8%
6.0%
5.7%
5.8%
13.7%
13.5%
5.9%
5.4%
is
the
result
of
to
reduce
8.0%
8.2%
8.1%
7.8%
8.1%
1Q10
1Q11
1Q12
1Q13
1Q14
1Q15
the
7.7%
common
Rent as Sales %
condominium expenses.
Other as Sales %
Delinquency Rate
Rent Loss
3.2%
2.1%
2.2%
0.4%
0.3%
0.2%
1Q11
1Q12
1Q13
1.7%
1.9%
1.8%
0.5%
0.5%
1Q14
1Q15
0.6%
4. Gross Revenue
Gross Revenue was R$293.0 million in 1Q15, led
by 15.7% growth in rental revenue
Others
0.3%
Parking
14.5%
Rental Revenue
66.3%
Base Rent
90.2%
Services
9.4%
Merchandising Overage
3.6%
6.1%
14
1Q15
MULT3
Rental revenue was the main source for the quarterly results, which increased from 15.7% to R$194.2 million,
followed by parking revenue, which grew by 20.0% to reach R$42.5 million.
Rental revenue is composed of base rent, merchandising and overage rent, which represent 90.2%, 6.1%, and
3.6% of total rent, respectively.
The March 2015 12-month gross revenue was R$1,254.0 million, an increase of 12.7% compared to the
previous period.
Twelve months ended March 2015 - Gross revenue growth breakdown (Y/Y) (R$)
15
1Q15
MULT3
has
benefited
from
the
16.0%
and
4.3%
Using the straight-line effect, which corresponded to R$8.7 million in 1Q15, the rental increase would have
been 13.1% in 1Q15. It is worth mentioning that the straight-line effect does not represent a cash event.
Newer assets: another step towards consolidation
As mentioned above, the three malls opened in
4Q12 entered the third year in operation and,
therefore,
had
rent
adjustments
108/m
60.6%
118/m
74/m
(step-ups)
centers
and
the
consolidated
Portfolio
New Shopping
Centers
Consolidated
Shopping
Centers
16
1Q15
MULT3
The four malls opened since 2012 increase rental revenue by 22.7% in 1Q15
Rental revenue grew by 15.7% in 1Q15,
BH Shopping
RibeiroShopping
(1981)
11.3 M
10.3 M
9.4%
monthly rent
BarraShopping
(1981)
23.5 M
20.2 M
16.0%
Opening
(1979)
1Q15
1Q14
Chg.%
18.4 M
17.2 M
6.7%
MorumbiShopping
(1982)
23.7 M
23.1 M
2.5%
ParkShopping
(1983)
12.0 M
10.5 M
14.6%
DiamondMall
(1996)
9.8 M
9.0 M
8.9%
(1999)
2.0 M
1.6 M
24.7%
(1999)
6.1 M
5.7 M
6.0%
ParkShoppingBarigi
(2003)
11.6 M
10.7 M
8.6%
Ptio Savassi
(2007)
6.4 M
6.0 M
7.3%
VillageMall
(2008)
1.2 M
1.3 M
5.4%
BarraShoppingSul
(2008)
12.8 M
11.2 M
13.7%
(2009)
4.3 M
4.1 M
3.9%
ParkShoppingSoCaetano
(2011)
9.8 M
9.4 M
4.8%
JundiaShopping
(2012)
7.4 M
6.3 M
17.6%
ParkShoppingCampoGrande
(2012)
8.0 M
7.3 M
9.6%
VillageMall
(2012)
8.7 M
6.1 M
43.5%
(2013)
2.9 M
2.3 M
23.7%
Morumbi Corporate
(2013)
14.5 M
ParkShopping Corporate
(2014)
0.0 M
and
Parque
Shopping
1Q15,
highlighted
by
Subtotal
the
of
16.0%
and
14.6%
respectively.
BarraShoppingSul, in its seventh year of
n.a.
194.2 M 167.9 M
15.7%
8.7 M
Total
5.6 M 157.3%
11.4 M
23.8%
202.9 M 179.3 M
13.1%
13.4 M 14.5 M
5.6 M
1.3 M
17
1Q15
MULT3
Same Store Rent (SSR) reported a monthly average of R$102/m in 1Q15, an increase of 9.5% over the
same metric in 1Q14, and accelerating over the SSR growth in 4Q14 of 9.2%, even with lower inflation
adjustment in 1Q15. In March 2015, the IGP-DI inflation index increased 3.5% over March 2014, compared
to a 7.6% growth recorded in March 2014 over the same period in the previous year. Considering the IGPDI adjustment effect in 1Q15 of 5.2%, real rental growth in the quarter was 4.1%. Same Area Rent (SAR)
increased by 7.7% in 1Q15.
14.1%
10.3%
4.9%
16.0%
5.8%
Real SSR
14.5%
4.8%
2.8%
7.3%
8.8%
9.6%
9.3%
1Q11
2Q11
3Q11
4Q11
11.9%
3.9%
11.4%
11.4%
10.4%
7.7%
3.9%
8.6%
10.1%
4.3%
8.0%
0.6%
3.5%
8.0%
1.2%
6.8%
0.9%
4.1%
9.2%
8.8%
9.5%
1.8%
2.6%
2.7%
3.4%
4.1%
7.7%
6.3%
5.7%
5.9%
6.8%
7.4%
7.6%
6.7%
5.9%
5.8%
5.9%
5.6%
5.2%
1Q12
2Q12
3Q12
4Q12
1Q13
2Q13
3Q13
4Q13
1Q14
2Q14
3Q14
4Q14
1Q15
4.9%
5.8%
4.8%
3.9%
4.3%
3.9%
2.8%
1.8%
0.6%
1Q11
2Q11
3Q11
4Q11
1Q12
2Q12
3Q12
4Q12
1Q13
4.1%
3.5%
2.6%
2Q13
3Q13
2.7%
1.2%
0.9%
4Q13
1Q14
2Q14
3Q14
3.4%
4Q14
4.1%
Average:
3.3%
1Q15
18
1Q15
MULT3
15.7%
Mar-15
(LTM)
827.6 M
Mar-14
(LTM)
692.5 M
19.5%
23.8%
6.5 M
7.0 M
7.7%
1Q15
1Q14
Chg.%
194.2 M
167.9 M
8.7 M
11.4 M
Chg.%
42.5 M
35.4 M
20.0%
164.6 M
136.8 M
20.3%
Operational revenue
245.4 M
214.7 M
14.3%
998.8 M
836.4 M
19.4%
(23.0 M)
(25.5 M)
10.1%
(104.0 M)
(125.2 M)
17.0%
(3.2 M)
(3.4 M)
5.8%
(15.2 M)
(3.4 M)
344.2%
219.2 M
185.8 M
18.0%
879.6 M
707.8 M
24.3%
NOI
NOI margin
89.3%
86.5%
282 b.p.
88.1%
84.6%
345 b.p
Key Money
7.9 M
10.3 M
23.0%
34.5 M
50.3 M
31.5%
253.3 M
225.0 M
12.6%
1,033.3 M
886.7 M
16.5%
227.1 M
196.0 M
15.9%
914.1 M
758.1 M
20.6%
89.7%
87.1%
254 b.p.
88.5%
85.5%
297 b.p
19
1Q15
MULT3
In the last 12 months as of March 2015, NOI + Key Money increased to R$914.1 million, 20.6% higher
than in the previous period, with a margin of 88.5%, better by 297 b.p.
The NOI + Key Money per share reached R$1.20 in 1Q15, implying a five-year CAGR of 14.2%. In the 12month period ending in March 2015, NOI + Key Money was R$4.85 per share, equivalent to a five-year
CAGR of 15.7%.
NOI + Key Money per share (1Q)
NOI + Key Money per share (LTM)
2.34
2.66
3.85
4.06
4.85
CAGR:
15.7%
3.18
0.70
0.79
1.02
1.05
1.20
0.62
1Q10 /
Mar-10
(LTM)
1Q11 /
Mar-11
(LTM)
1Q12 /
Mar-12
(LTM)
1Q13 /
Mar-13
(LTM)
1Q14 /
Mar-14
(LTM)
1Q15 /
Mar-15
(LTM)
CAGR:
14.2%
20
1Q15
MULT3
1.31 x
1.08 x
1.02 x
1.00 x
1Q14
0.94 x
0.87 x
2Q14
3Q14
4Q14
1Q15
expenses
increase
4.8%
to
R$25.7
million,
1Q15
1Q14
Operational (Recurring)
1.4 M
1.3 M
Chg. %
7.7%
6.5 M
9.0 M
27.8%
7.9 M
10.3 M
23.0%
21
1Q15
MULT3
associated
with
ParkShoppingCanoas,
new
has begun.
These expenses are incurred mostly in the planning, launching and opening of projects, and represent an
important tool to implement the Companys strategy of attracting the best tenants and creating the ideal mix for
each mall.
8. Real Estate for Sale Results
22
1Q15
MULT3
9. Financial Results
9.1 EBITDA
by
lower
real
estate
for
sale
(-56.3%) and services (-14.2%) revenues, (ii) a decline in the expenses account of 12.6%, driven by
shopping
centers
(-10.1%) and new projects (-76.1%) expenses; which were fully offset (iii) by one-time non-recurring
revenues (real estate project legal settlement and air rights sale) in 1Q14, which summed R$21.4 million.
In 1Q15 the Consolidated EBITDA margin was 73.2%. The
1Q14 margin, impacted by non-recurring items mentioned
above, was 76.4%. For illustrative purposes only, adjusting
the EBITDA margin in 1Q14 for non-recurring items (R$21.4
million) would result in a margin of 68.1%, representing an
increase of 508 b.p. comparing 1Q15 to 1Q14 and a
Consolidated EBITDA growth of 10.6%.
Consolidated EBITDA (R$)
Net Revenue
264.7 M
257.2 M
2.9%
Mar-15
(LTM)
1,137.8 M
Headquarters expenses
(25.7 M)
(24.5 M)
4.8%
(118.1 M)
(112.7 M)
4.8%
Stock-option expenses
(3.9 M)
(3.1 M)
27.4%
(15.5 M)
(11.8 M)
31.6%
1Q15
1Q14
Chg. %
Mar-14
(LTM)
1,011.9 M
12.4%
Chg. %
(23.0 M)
(25.5 M)
10.1%
(104.0 M)
(125.2 M)
17.0%
(3.2 M)
(3.4 M)
5.8%
(15.2 M)
(3.4 M)
344.2%
(1.8 M)
(6.3 M)
72.3%
(8.6 M)
(25.2 M)
65.9%
(0.7 M)
(3.7 M)
82.4%
(5.7 M)
(13.8 M)
58.4%
(8.3 M)
(15.5 M)
46.1%
(64.2 M)
(68.5 M)
6.3%
0.0 M
11.0 M
na
(0.6 M)
10.9 M
na
Equity pickup
Other operating income (expenses)
Consolidated EBITDA
Consolidated EBITDA Margin
(4.5 M)
10.4 M
na
(15.0 M)
(14.3 M)
5.3%
193.7 M
196.6 M
1.5%
790.9 M
648.0 M
22.1%
73.2%
76.4%
323 b.p.
69.5%
64.0%
547 b.p.
In the last 12 months Consolidated EBITDA reached R$790.9 million, implying a five-year CAGR of 19.2%. In
the same period, the CAGR of shopping center owned GLA reached 10.3% and Consolidated EBITDA
margin increased 597 b.p. to 69.5% when compared to March 2010 (LTM), showing the efficiency gains.
23
1Q15
MULT3
EBITDA Evolution
Shopping Center EBITDA reached R$185.2 million, growing 7.5% excluding non-recurring items
In 1Q15 Multiplan reported a 1.4% growth in Shopping Center EBITDA (excluding real estate for sale
results), benefitting from a shopping center net revenue increase of 5.5% in the same period. G&A and
mall
related
expenses
had
significant
decline
(-12.6%), driven by shopping center expenses (-10.1%) and new projects for lease expenses (-72.3%);
partially offset by non-recurring result in 1Q14 (air rights sale), which summed R$10.4 million. Shopping
Center EBITDA margin remained strong at 76.7%.
24
1Q15
MULT3
1Q15
1Q14
Chg. %
Mar-15
(LTM)
Mar-14
(LTM)
Chg. %
267.2 M
252.5 M
5.8%
1,102.1 M
996.8 M
10.6%
(25.8 M)
(23.7 M)
8.5%
(102.1 M)
(90.2 M)
13.2%
241.4 M
228.7 M
5.5%
1,000.0 M
906.6 M
10.3%
Headquarters expenses
(23.4 M)
(21.8 M)
7.5%
(103.8 M)
(100.9 M)
2.9%
Stock-option expenses
(3.6 M)
(2.7 M)
30.6%
(13.6 M)
(10.6 M)
29.1%
(23.0 M)
(25.5 M)
10.1%
(104.0 M)
(125.2 M)
17.0%
(1.8 M)
(6.3 M)
72.3%
(8.6 M)
(25.2 M)
65.9%
(4.5 M)
10.4 M
na
(15.0 M)
(14.3 M)
5.3%
185.2 M
182.7 M
1.4%
755.0 M
630.5 M
19.8%
76.7%
79.9%
315 b.p.
75.5%
69.5%
596 b.p.
1.8 M
6.3 M
72.3%
8.6 M
25.2 M
65.9%
187.0 M
189.0 M
1.1%
763.6 M
655.6 M
16.5%
77.5%
82.6%
519 b.p.
76.4%
72.3%
404 b.p.
(1) Shopping Center Gross Revenue: does not consider real estate for sale and office towers for lease revenues.
(2) Headquarters expenses and stock options: proportional to the shopping centers revenues as a percentage of gross revenue.
(3) Shopping Center EBITDA: does not consider Real Estate: revenues, taxes, costs and expenses.
(4) Shopping Center EBITDA before New Projects for Lease Expenses: the same methodology of Shopping Center EBITDA adding
back new projects for lease
expenses, as the expenses refers to shopping centers and office towers still not in operation.
Chg. %
4.6%
2.4%
124.5%
17.9%
1,912.7 M
1,501.0 M
398.2 M
13.5 M
2,172.7 M
412.9 M
1,759.8 M
790.9 M
16,396.3 M
1,965.9 M
1,550.2 M
398.2 M
17.5 M
2,214.5 M
338.3 M
1,876.2 M
793.7 M
15,999.3 M
2.7%
3.2%
0.0%
22.7%
1.9%
22.0%
6.2%
0.4%
2.5%
25
1Q15
MULT3
Cash and Cash Equivalents were impacted mainly by the cash outflows of (i) CAPEX of R$30.3 million in
the period, (ii) amortization of R$50.4 million in short term debt, (iii) payment of R$10.6 million in
obligations from acquisition of goods; which were fully offset by (iv) cash generation of current operations.
2.23x
2.36x
2.75x
2.79x
3.73x
3.86x
10.7%
11.7%
Net Debt/Equity
42.3%
46.1%
16.5%
20.8%
52
54
* EBITDA and Financial Expenses are the sum of the last 12 months.
on
Shareholders
Equity
1Q15
MULT3
The spread between the average cost of indebtedness and Selic keeps increasing
While the basic interest rate increased 100 b.p. in the quarter to 12.75%, weighted average cost-of-debt
increased 57 b.p. to 11.53% p.a. on March 31, 2015, up from 10.96% p.a. on December 31, 2014,
presenting a spread between the Companys weighted average cost of funding and the Selic basic interest
rate of 122 b.p.
11.08%
11.00%
10.52%
9.98%
8.50%
Dec-11
9.48%
9.08%
8.95%
9.20%
9.75%
Mar-12
Jun-12
7.50%
Set-12
7.25%
7.25%
8.00%
Dez-12
Mar-13
Jun-13
9.34%
9.00%
Set-13
10.00%
9.87%
Dez-13
10.75%
11.00%
11.00%
10.41%
10.50%
10.54%
Mar-14
Jun-14
Set-14
11.75%
10.96%
Dez-14
Selic Rate
Multiplans weighted average cost-of-debt remained below the Selic rate for the sixth consecutive quarter,
as a consequence of the financing strategy implemented in 3Q13, increasing the share of gross debt
indexed to TR, up from 30.9% in 2Q13 to 42.6%, in 1Q15. Thus, Multiplans indebtedness continues to
show a wide selection of indices, with debt linked to the TR and the CDI indexes representing the largest
share of the total debt outstanding. Multiplans Indebtedness is in local currency only (Real).
Indebtedness interest indices on March 31, 2015
TR
CDI
TJLP
IGP-M
IPCA
Others
Total
Index
Performance
0.90%
12.75%
5.50%
3.16%
8.13%
0.00%
6.75%
Average
Interest Rate
8.93%
1.02%
3.25%
1.62%
7.62%
8.03%
4.75%
Cost of
Debt
9.89%
13.77%
8.80%
4.78%
15.75%
8.03%
11.53%
Gross Debt
(R$)
925.8 M
1,003.2 M
138.5 M
40.4 M
19.8 M
44.9 M
2,172.7 M
27
12.75%
11.53%
Mar-15
1Q15
MULT3
(-72.3%).
For illustrative purposes only, if non-recurring items were excluded, the Net Income would present a 14.2%
growth, as shown on the right, and a margin increase of 261 b.p. when compared to 1Q14.
Net revenue
264.7 M
257.2 M
2.9%
Mar-15
(LTM)
1,137.8 M
Operating expenses
(71.0 M)
(60.7 M)
17.0%
(347.0 M)
(364.0 M)
4.7%
Financial results
(44.9 M)
(40.0 M)
12.5%
(170.0 M)
(122.3 M)
39.0%
(39.2 M)
(39.3 M)
0.2%
(161.5 M)
(136.1 M)
18.6%
12.3%
1Q15
1Q14
Chg. %
Mar-14
(LTM)
1,011.9 M
Chg. %
12.4%
(34.0 M)
(28.0 M)
21.5%
(81.9 M)
(72.9 M)
Minority interest
(0.0 M)
(0.0 M)
10.3%
0.0 M
(0.1 M)
na
75.5 M
89.3 M
15.4%
377.6 M
316.6 M
19.2%
(5.9 M)
(7.0 M)
15.3%
(22.2 M)
(20.2 M)
10.0%
Net income
69.6 M
82.3 M
15.4%
355.4 M
296.4 M
19.9%
39.2 M
39.3 M
0.2%
161.5 M
136.1 M
18.6%
5.9 M
7.0 M
15.3%
22.2 M
20.2 M
10.0%
114.7 M
128.6 M
10.8%
539.0 M
452.7 M
19.1%
FFO
FFO evolution
28
1Q15
MULT3
R$4.1
million
went
towards
mall
and
small
expansions
Investment (R$)
1Q15 % of total
Mall Development
4.1 M
13.7%
11.9 M
39.5%
Office Towers
0.3 M
1.1%
9.6 M
31.8%
Land Acquisition
4.2 M
14.0%
30.3 M
100.0%
Mall Expansion
Investment
in
10.1 Greenfield
ParkShoppingCanoas: under construction
ParkShoppingCanoas, located in the state of Rio Grande do Sul, in the city of Canoas, is Multiplans 19th
shopping center. The project will feature an innovative architectural project and a large area for leisure and
services distributed among 258 stores in its 48,000 m of Gross Leasable Area (GLA). The project offers a
hypermarket, an ice-skating rink, a gym center, an indoor amusement park, five stadium-type movie
theaters, a food court with 28 operations and six gourmet restaurants with a deck overlooking Getlio
Vargas municipal park.
The mall will have 2,500 parking places, of which approximately 1,000 will be covered. The area also
offers the potential for future developments of mixed-use projects. Multiplan will hold an 80% interest in the
shopping center. Due to a land swap the Companys stake in the projects development costs (CAPEX) will
be 94.7%.
29
1Q15
MULT3
Artists rendering for illustration purposes only Project subject to changes without previous notice
30
1Q15
MULT3
Location
Type
Diamond Tower
Opening
2Q15
Total
1
13,800 m
100.0% 144.9 M
Average
price/m
10,501
9,960 m
100.0% 123.0 M
12,348
23,760 m
100.0% 267.9 M
11,275
Area
%Mult.
PSV
Land
Area
159,587 m
4,500 m
Project type
304,515 m
%
Multiplan
100%
100%
28,214 m
94%
317,755 m
90%
ParkShoppingCanoas
18,721 m
ParkShoppingSoCaetano
36,948 m
140,000 m
RibeiroShopping
102,295 m
Shopping AnliaFranco
29,800 m
VillageMall
36,000 m
Total
Private
Area
873,819 m
na
100%
50%
100%
36%
100%
86%
31
1Q15
MULT3
868,082
640,868
44.3 M
492,683
359,710
264,490
31.7 M
26.5 M
17.4 M
8.9 M
2011
2012
2013
2014
1Q15
Fund, MSCI Emerging Markets Index, MSCI BRIC Index Fund, SPL
Total International Stock Index, S&P Global ex-US Property Index,
Market Vectors Brazil Index, Total Return and Market Vectors Brazil
Index Price.
32
1Q15
MULT3
Multiplan
Ibovespa
58
120.0 M
53
110.0 M
48
100.0 M
43
38
90.0 M
33
80.0 M
28
70.0 M
60.0 M
Mar-14
23
Apr-14
May-14
Jun-14
Jul-14
Aug-14
Sep-14
Oct-14
Nov-14
Dec-14
Jan-15
Feb-15
18
Mar-15
On March 31, 2015, 29.1% of the Companys shares were owned directly and indirectly by Mr. and Mrs.
Peres. Ontario Teachers Pension Plan (OTPP) owned 28.8% and the free-float was equivalent to 41.3%.
Shares held by management and in treasury totaled 0.8% of the outstanding shares. Total shares
outstanding are 189,997,214.
MULT3 at BM&FBOVESPA
1Q15
1Q14
Chg. %
51.32
45.80
12.1%
56.05
48.42
15.8%
44.3 M
27.7 M
59.7%
10,649.3 M
9,199.7 M
15.8%
33
1Q15
MULT3
12. Portfolio
Portfolio 1Q15
Operating Shopping
Centers
BHShopping
RibeiroShopping
BarraShopping
MorumbiShopping
ParkShopping
DiamondMall
New York City Center
Shopping AnliaFranco
ParkShoppingBarigi
Ptio Savassi
Shopping Santa rsula
BarraShoppingSul
Shopping Vila Olmpia
ParkShoppingSoCaetano
JundiaShopping
ParkShoppingCampoGrande
VillageMall
Parque Shopping Macei
Subtotal operating
Shopping Centers
Operating office tower
Opening
State
Multiplan
%
Total GLA
Rent
(month)1
Sales
(month)2
Avg.
Occupancy
Rate
1979
1981
1981
1982
1983
1996
1999
1999
2003
2004
1999
2008
2009
2011
2012
2012
2012
2013
MG
SP
RJ
SP
DF
MG
RJ
SP
PR
MG
SP
RS
SP
SP
SP
RJ
RJ
AL
80.0%
80.0%
51.1%
65.8%
61.7%
90.0%
50.0%
30.0%
84.0%
96.5%
62.5%
100.0%
60.0%
100.0%
100.0%
90.0%
100.0%
50.0%
47,097 m
68,640 m
74,759 m
55,512 m
53,524 m
21,386 m
22,271 m
51,501 m
50,650 m
17,998 m
23,057 m
73,113 m
28,369 m
39,274 m
34,385 m
42,794 m
25,685 m
37,540 m
158 R$/m
72 R$/m
194 R$/m
199 R$/m
119 R$/m
165 R$/m
54 R$/m
127 R$/m
85 R$/m
116 R$/m
28 R$/m
58 R$/m
90 R$/m
84 R$/m
71 R$/m
69 R$/m
97 R$/m
53 R$/m
1,829 R$/m
928 R$/m
2,103 R$/m
2,153 R$/m
1,637 R$/m
2,103 R$/m
866 R$/m
1,522 R$/m
1,402 R$/m
1,579 R$/m
642 R$/m
1,122 R$/m
1,141 R$/m
1,036 R$/m
960 R$/m
766 R$/m
1,470 R$/m
700 R$/m
99.3%
99.3%
99.9%
99.5%
98.8%
99.3%
100.0%
98.7%
99.7%
100.0%
95.8%
99.7%
95.6%
99.2%
98.2%
94.0%
99.8%
94.7%
73.8%
767,554 m
108 R$/m
1,376 R$/m
98.6%
ParkShopping Corporate
2012
DF
50.0%
13,360 m
Morumbi Corporate
Subtotal operating office
towers
Malls under development
ParkShoppingCanoas
Subtotal malls under
development
Expansion under
development
BarraShopping Medical
Center Exp.
Subtotal expansion under
development
Total portfolio
2013
SP
100.0%
74,198 m
Leasing
phase
76%
92.4%
87,558 m
TBA
RS
80.0%
48,000 m
80.0%
48,000 m
RJ
51.1%
3,522 m
51.1%
3,522 m
75.8%
906,634 m
2015
Rent per m: Sum of base and overage rents charged from tenants divided by its occupied GLA. It is worth noting
that this GLA includes stores that are already leased but are not yet operating (i.e., stores that are being readied for
opening).
Sales per m: Sales/m calculation considers only the GLA from stores that report sales, and excludes sales from
kiosks, since they are not counted in the total GLA.
34
1Q15
MULT3
35
1Q15
MULT3
1Q15
MULT3
Multiplan Holding S.A.: Multiplans wholly-owned subsidiary; holds interest in other companies and
assets.
Ribeiro Residencial Empreendimento Imobilirio Ltda.: SPC established to develop real estate
project in the city of Ribeiro Preto, State of So Paulo.
Multiplan Greenfield I Empreendimento Imobilirio Ltda.: SPC established to develop an office tower
in the city of Porto Alegre, State of Rio Grande do Sul.
BarraSul Empreendimento Imobilirio Ltda.: SPC established to develop a residential building in the
city of Porto Alegre, State of Rio Grande do Sul.
Morumbi Business Center Empreendimento Imobilirio Ltda.: SPC established to develop real estate
project in the city of So Paulo, State of So Paulo, holding a 30.0% indirect stake in Shopping Vila
Olmpia via 50.0% holdings in MPH, which in turn holds 60.0% of Shopping Vila Olmpia.
Multiplan Greenfield II Empreendimento Imobilirio Ltda.: Owns a 46.88% interest in Morumbi
Corporate, an office tower in the city of So Paulo, State of So Paulo.
Multiplan Greenfield III Empreendimento Imobilirio Ltda.: SPC established to develop real estate
projects in the city of Rio de Janeiro, State of Rio de Janeiro.
Multiplan Greenfield IV Empreendimento Imobilirio Ltda.: Owns a 53.12% interest in Morumbi
Corporate. Multiplan indirectly owns 100.0% interest in MorumbiCorporate.
Jundia Shopping Center Ltda.: Owns a 100.0% interest in JundiaShopping, located in the city of
Jundia, State of So Paulo. Multiplan holds a 100.0% interest in Jundia Shopping Center Ltda.
ParkShopping Campo Grande Ltda.: Owns a 90.0% interest in ParkShoppingCampoGrande, located in
the city of Rio de Janeiro, State of Rio de Janeiro.
ParkShopping Corporate Empreendimento Imobilirio Ltda.: Owns a 50.0% interest in ParkShopping
Corporate, an office tower located in the city of Braslia, Federal District.
ParkShopping Canoas Ltda.: a SPC established to develop real estate project in the city of Canoas,
State of Rio Grande do Sul.
Ptio Savassi Administrao de Shopping Center Ltda.: a SPC established to manage the parking
operation at Shopping Ptio Savassi, located in the city of Belo Horizonte, State of Minas Gerais.
ParkShopping Global Ltda.: a SPC established to develop real estate projects in the city of So Paulo,
State of So Paulo.
ParkShopping Jacarepagu Ltda.: a SPC established to develop real estate projects in the city of Rio de
Janeiro, State of Rio de Janeiro.
37
1Q15
MULT3
1Q15
292,961
264,702
490.5
14.3
202,906
376.0
10.9
120.0
3.5
219,211
406.2
11.8
89.3%
1.16
227,106
420.8
12.2
89.7%
1.20
25,664
9.7%
193,700
358.9
10.4
73.2%
1.03
75,499
139.9
4.1
28.5%
0.40
114,695
212.5
35,875
6.2
43.3%
0.61
3.1971
1Q14
283,952
257,249
469.0
19.2
179,332
327.0
13.4
102.0
4.2
185,774
338.7
13.8
86.5%
0.99
196,031
357.4
14.6
87.1%
1.05
24,495
9.5%
196,560
358.4
14.7
76.4%
1.05
89,259
162.7
6.7
34.7%
0.48
128,551
234.4
56,581
9.6
50.0%
0.69
2.2720
Chg.%
3.2%
2.9%
4.6%
25.7%
13.1%
15.0%
18.3%
17.6%
16.5%
18.0%
19.9%
14.8%
282 b.p
17.3%
15.9%
17.8%
16.3%
254 b.p
15.2%
4.8%
17 b.p
1.5%
0.2%
28.8%
323 b.p
2.0%
15.4%
14.0%
38.9%
618 b.p
15.9%
10.8%
9.3%
36.6%
35.6%
13.3%
11.3%
40.7%
38
1Q15
MULT3
1Q15
189,997,214
178,138,867
11,858,347
51.32
56.05
44,309
10,649,344
2,172,675
412,875
1,759,800
19.8 x
15.7 x
2.2 x
1Q14
189,997,214
178,138,867
11,858,347
45.80
48.42
27,737
9,199,665
2,158,306
253,759
1,904,547
20.3 x
17.1 x
2.9 x
1Q15
767,554
566,455
73.8%
731,238
539,654
87,558
80,878
855,112
647,333
2,916,949
4,128
120
5,727
166
324
9.4
4.3%
5.7%
9.5%
7.7%
5.2%
13.5%
8.1%
5.4%
0.6%
98.6%
1.8%
0.5%
Chg.%
0.0%
0.0%
0.0%
12.1%
15.8%
59.7%
15.8%
0.7%
62.7%
7.6%
2.7%
8.2%
23.3%
1Q14
756,694
559,197
73.9%
742,219
548,500
87,558
80,878
844,252
640,075
2,723,015
3,924
160
5,506
225
300
12.3
8.3%
9.3%
6.8%
6.3%
5.9%
13.7%
7.8%
5.9%
0.7%
98.5%
1.9%
0.5%
Chg.%
1.4%
1.3%
10 b.p
1.5%
1.6%
0.0%
0.0%
1.3%
1.1%
7.1%
5.2%
25.2%
4.0%
26.1%
8.0%
23.3%
400 b.p
360 b.p
270 b.p
140 b.p
70 b.p
20 b.p
30 b.p
50 b.p
10 b.p
10 b.p
5 b.p
1 b.p
Adjusted GLA corresponds to the periods average GLA excluding the area of BIG supermarket at BarraShoppingSul.
Considers only the GLA from stores that report sales, and excludes sales from kiosks, since they are not counted in the total
GLA.
39
1Q15
MULT3
15. Reconciliation between IFRS (with CPC 19 R2) and Managerial Report
15.1 - Variations on the Financial Statement IFRS with CPC 19 (R2) and Managerial Report
IFRS with
Financial Statements
(R$ '000)
Rental revenue
Services
Key money
CPC 19 R2
CPC 19 R2
Managerial
Effect
1Q15
1Q15
Difference
190,589
194,216
3,628
27,658
27,617
(40)
7,480
7,895
415
Parking
41,866
42,492
626
Real estate
11,286
11,286
8,439
8,690
251
759
764
Gross Revenue
288,075
292,961
4,886
(27,957)
(28,259)
(302)
Net Revenue
260,118
264,702
4,584
Headquarters expenses
(25,624)
(25,664)
(40)
Stock-option expenses
(3,930)
(3,930)
(21,754)
(22,958)
(1,204)
(3,230)
(3,230)
(1,754)
(1,754)
(652)
(652)
(8,334)
(8,334)
1,285
(1,284)
(4,483)
(4,482)
191,643
193,700
2,057
10,737
11,211
474
Financial expenses
(55,211)
(56,161)
(950)
(38,257)
(39,196)
(939)
108,912
109,555
643
(33,928)
(34,037)
(109)
(5,372)
(5,906)
(534)
(18)
(18)
69,593
69,593
The differences between CPC 19 (R2) and the managerial reports are the 37.5% interest in Shopping
Santa rsula, through a 50.0% interest in Manati Empreendimentos e Participaes S.A., and the 50.0%
interest in Parque Shopping Macei, through Parque Shopping Macei S.A.
40
1Q15
MULT3
The main differences in 1Q15 are: (i) increase of R$3.6 M in Rental Revenues; (ii) increase of R$1.2 M in
Shopping Center Expenses, (iii) increase of R$0.5 M in Financial Results, and (iv) increase of R$0.9 M in
Depreciation and Amortization. Accordingly and as a result of the variations mentioned above, there were
decreases of R$1.3 M in the result which was recorded in the equity pickup line, given that the results of
these companies are recorded on this line as determined by CPC 19 (R2).
15.2 - Variations on the Balance Sheet: Total Assets
IFRS with
CPC 19 R2
CPC 19 R2
Managerial
Effect
03/31/2015
03/31/2015
Difference
146,447
160,152
13,705
252,723
252,723
Accounts receivable
316,878
321,297
4,419
ASSETS
Current assets
158,462
158,462
Related parties
2,139
2,139
2,865
3,175
310
Sundry advances
1,516
1,516
27,855
28,429
574
908,885
927,894
19,009
Other
Total current assets
Noncurrent asset
Accounts receivable
51,653
51,664
11
197,450
197,450
Related parties
10,527
10,527
Deposits in court
13,332
13,962
631
16,240
18,533
2,294
Other
16,418
20,241
3,823
136,412
6,671
(129,741)
4,965,208
5,122,282
157,074
31,999
31,999
348,984
349,990
1,006
5,788,223
5,823,320
35,097
Total assets
6,697,108
6,751,214
54,106
Investments
Investment properties
Property and equipment
Intangible
The differences in total assets regarding the 37.5% interest in Shopping Santa rsula, and the 50.0%
interest in Parque Shopping Macei are (i) increase of R$157.1 M in investment properties; (ii) increase of
R$13.7 M in cash and cash equivalents; and (iii) increase of R$4.4 M in accounts receivable.
As a result of the variations mentioned above, there was a decrease of R$129.7 M in investments given
that the assets and liabilities of these companies are now recorded on this line as determined by CPC 19
(R2).
41
1Q15
MULT3
15.3 - Variations on the Balance Sheet: Total Liabilities and Shareholders' Equity
IFRS with
LIABILITIES
CPC 19 R2
CPC 19 R2
Managerial
Effect
03/31/2015
03/31/2015
Difference
3,430
Current liabilities
Loans and financing
208,075
211,505
Debentures
21,851
21,851
Accounts payable
90,023
90,785
762
26,586
26,586
49,568
50,233
665
Dividends to pay
73,059
73,059
Deferred incomes
18,493
18,555
62
Other
Total current liabilities
7,042
7,054
12
494,697
499,628
4,931
41,214
1,459,754
1,500,968
Debentures
398,223
398,223
163,406
165,686
2,280
13,542
13,542
10,354
10,974
620
(234)
4,825
5,059
2,045,050
2,094,223
49,173
2,388,062
2,388,062
966,446
966,446
932,425
932,425
(38,994)
(38,994)
(75,347)
(75,347)
(89,996)
(89,996)
71,969
71,969
Retained earnings
Minority interest
2,795
2,795
4,157,361
4,157,363
6,697,108
6,751,214
54,106
The differences in total liabilities and shareholders' equity regarding the CPC 19 R2 are (i) the increase of
R$44.6 M in loans and financing, given the inclusion of the 50.0% in project Parque Shopping Macei,
which signed a contract to finance its construction via Banco do Nordeste; and (ii) the increase of R$5.1 M
in revenues and costs, in deferred income.
42
1Q15
MULT3
16. Appendices
16.1 Consolidated Financial Statements: According to the technical pronouncement CPC 19 (R2) Joint Arrangements
IFRS with CPC 19 (R2)
(R$'000)
1Q15
1Q14
Chg. %
190,589
164,803
15.6%
27,658
32,278
14.3%
7,480
9,833
23.9%
Parking revenue
41,866
35,123
19.2%
11,286
25,853
56.3%
8,439
11,257
25.0%
Rental revenue
Services revenue
Key money revenue
759
903
16.0%
Gross Revenue
288,075
280,050
2.9%
(27,957)
(26,493)
5.5%
Net Revenue
260,118
253,557
2.6%
Headquarters expenses
(25,624)
(24,465)
4.7%
Stock-option expenses
(3,930)
(3,085)
27.4%
(21,754)
(24,123)
9.8%
(3,230)
(3,430)
5.8%
(1,754)
(6,334)
72.3%
(652)
(3,713)
82.4%
(8,334)
(15,459)
46.1%
1,285
11,807
89.1%
(4,483)
10,363
na
191,643
195,117
1.8%
Financial revenues
10,737
9,037
18.8%
Financial expenses
(55,211)
(48,398)
14.1%
(38,257)
(38,374)
0.3%
108,912
117,382
7.2%
(33,928)
(28,021)
21.1%
(5,372)
(7,081)
24.1%
(18)
(20)
10.3%
69,593
82,260
15.4%
43
1Q15
MULT3
(R$'000)
NOI
NOI margin
NOI + Key Money
1Q15
1Q14
Chg. %
215,910
183,631
17.6%
89.6%
87.0%
268 b.p.
223,390
193,464
15.5%
89.9%
87.5%
241 b.p.
181,936
180,502
0.8%
76.8%
80.2%
339 b.p.
191,643
195,117
1.8%
73.7%
77.0%
328 b.p.
69,593
82,260
15.4%
26.8%
32.4%
569 b.p.
74,965
89,341
16.1%
28.8%
35.2%
642 b.p.
113,222
127,715
11.3%
43.5%
50.4%
684 b.p.
1Q15
194,216
27,617
7,895
42,492
11,286
8,690
764
292,961
(28,259)
264,702
(25,664)
(3,930)
(22,958)
(3,230)
(1,754)
(652)
(8,334)
1
(4,482)
193,700
11,211
(56,161)
(39,196)
109,555
(34,037)
(5,906)
(18)
69,593
1Q14
167,921
32,187
10,256
35,416
25,853
11,411
907
283,952
(26,703)
257,249
(24,495)
(3,085)
(25,544)
(3,430)
(6,334)
(3,713)
(15,459)
11,009
10,364
196,560
9,527
(49,495)
(39,292)
117,300
(28,021)
(6,974)
(20)
82,286
Chg. %
15.7%
14.2%
23.0%
20.0%
56.3%
23.8%
15.8%
3.2%
5.8%
2.9%
4.8%
27.4%
10.1%
5.8%
72.3%
82.4%
46.1%
100.0%
na
1.5%
17.7%
13.5%
0.2%
6.6%
21.5%
15.3%
10.3%
15.4%
44
1Q15
MULT3
(R$'000)
NOI
NOI margin
NOI + Key Money
NOI + Key Money margin
1Q15
219,211
89.3%
227,106
1Q14
185,774
86.5%
196,031
Chg. %
18.0%
282 b.p.
15.9%
89.7%
87.1%
254 b.p.
185,221
76.7%
193,700
73.2%
69,593
26.3%
75,499
28.5%
114,695
43.3%
182,687
79.9%
196,560
76.4%
82,286
32.0%
89,259
34.7%
128,551
50.0%
1.4%
315 b.p.
1.5%
323 b.p.
15.4%
570 b.p.
15.4%
618 b.p.
10.8%
664 b.p.
03/31/2015
12/31/2014
% Change
160,152
252,723
321,297
158,462
2,139
3,175
1,516
28,429
927,894
183,311
155,011
350,423
156,420
2,486
2,661
20,945
18,660
889,917
12.6%
63.0%
8.3%
1.3%
13.9%
19.3%
92.8%
52.4%
4.3%
Noncurrent Asset
Accounts receivable
Land and properties held for sale
Related parties
Deposits in court
Deferred income and social contribution taxes
Other
Investments
Investment Properties
Property and equipment
Intangible
Total Non Current Assets
51,664
197,450
10,527
13,962
18,533
20,241
6,671
5,122,282
31,999
349,990
5,823,320
51,543
193,784
12,422
14,000
18,453
19,992
6,670
5,128,894
32,476
349,532
5,827,764
0.2%
1.9%
15.3%
0.3%
0.4%
1.2%
0.0%
0.1%
1.5%
0.1%
0.1%
Total Assets
6,751,214
6,717,681
0.5%
45
1Q15
MULT3
LIABILITIES
Current Liabilities
Loans and financing
Debentures
Accounts payable
Property acquisition obligations
Taxes and contributions payable
Dividends to pay
Deferred incomes and costs
Other
Total Current Liabilities
03/31/2015
12/31/2014
% Change
211,505
21,851
90,785
26,586
50,233
73,059
18,555
7,054
499,628
206,481
9,735
90,113
32,378
45,228
73,059
33,673
5,614
496,281
2.4%
124.5%
0.7%
17.9%
11.1%
0.0%
44.9%
25.7%
0.7%
1,500,968
398,223
165,686
13,542
5
10,974
4,825
2,094,223
1,550,173
398,223
159,699
17,530
5
15,942
10,175
2,151,746
3.2%
0.0%
3.7%
22.7%
5.1%
31.2%
52.6%
2.7%
Shareholders' Equity
Capital
Capital reserves
Profit reserve
Share issue costs
Shares in treasure department
Capital Transaction Effects
Retained earnings
Minority interest
Total Shareholder's Equity
2,388,062
966,449
932,423
(38,994)
(75,347)
(89,996)
71,969
2,795
4,157,363
2,388,062
966,085
932,423
(38,993)
(90,704)
(89,996)
2,777
4,069,654
0.0%
0.0%
0.0%
0.0%
16.9%
0.0%
na
0.7%
2.2%
6,751,214
6,717,681
0.5%
46
1Q15
MULT3
Deferred Income: Deferred key money and store buy back expenses.
Delinquency: The percentage variation between the rent charged in the period and the rent received throughout 30
days after the end of the period, calculated on the last business day of each month.
Double (Seasonal) Rent: Additional rent usually charged from the tenants in December, due to higher sales in
consequence of Christmas and extra charges on the month.
EBITDA Margin: EBITDA divided by Net Revenue.
EBITDA: Earnings Before Interest, Tax, Depreciation and Amortization. Net income (loss) plus expenses with income
tax and social contribution on net income, financial result, depreciation and amortization. EBITDA does not have a
single definition, and this definition of EBITDA may not be comparable with the EBITDA used by other companies.
EPS: Earnings per Share. Net Income divided by the total shares of the Company minus shares held in treasury.
Equity Pickup: Interest held in the subsidiary Company will be shown in the income statement as equity pickup,
representing the net income attributable to the subsidiarys shareholders.
Expected Owned GLA: Multiplans interest in each shopping mall, including projects under development and
expansions.
Funds from Operations (FFO): Refers to the sum of adjusted net income, depreciation and amortization.
GLA: Gross Leasable Area, equivalent to the sum of all the areas available for lease in malls and offices for lease,
excluding merchandising.
Greenfield: Development of new shopping center projects.
IBGE: The Brazilian Institute of Geography and Statistics.
IGP-DI Adjustment Effect: The average of the monthly IGP-DI increase with a month of delay, multiplied by the base
rent that was adjusted on the respective month.
IGP-DI: (ndice Geral de Preos - Disponibilidade Interna) General Domestic Price Index. Inflation index published by
the Getlio Vargas Foundation, referring to the data collection period between the first and the last day of the month in
reference, with disclosure date near the 20th of the following month. It has the same composition as the IGP-M (ndice
Geral de Preos do Mercado), though with a different data collection period.
IPCA (ndice de Preos ao Consumidor Amplo): Published by the IBGE (Brazilian institute of statistics), it is the
national consumer price index, subject to the control of Brazils Central Bank.
Key Money (KM): Key Money is the money paid by a tenant in order to open a store in a shopping center. The key
money contract when signed is accrued in the deferred revenue account and in accounts receivable, but its revenue is
accrued in the key money revenue account in linear installments, only on the occasion of an opening, throughout the
term of the leasing contract. Nonrecurring key money from new stores, of new developments or expansions (opened in
the last 5 years), Operational key money from stores that are moving to a mall already in operation.
Landbank: Areas acquired by Multiplan for future development.
Management Fee: fee charged from tenants and partners/owners to pay for shopping center administrative expenses.
Merchandising: leasing of space not usable for tenant stores in advertising campaigns and includes revenue from
kiosks, stands, posters, leasing of pillar space, doors and escalators and other display locations in a mall.
Minimum Rent (or Base Rent): Minimum fixed rent paid by a tenant for a lease contract. Some tenants sign contracts
with no fixed base rent, and in that case minimum rent corresponds to a percentage of their sales.
Mixed-use: Strategy based on the development of projects that integrate shopping centers with office and residential
developments.
Net Operating Income (NOI): Sum of the Operating Income (Rental Revenue, Straight Line Effect, Shopping Centers
Expenses and Office Towers Expenses) and income from Parking Operations (revenue and expenses). Revenue taxes
are not considered. The NOI + KM also include the key money revenues in the same period.
New Projects Expenses for lease: Pre-operational expenses from shopping center greenfields, expansions and office
tower projects, recorded as an expense in the income statement as determined by the CPC 04 pronouncement in 2009.
47
1Q15
MULT3
New Projects Expenses for sale: Pre-operational expenses generated by real estate for sale activity, recorded as an
expense in the income statement as determined by the CPC 04 pronouncement in 2009.
NOI Margin: NOI divided by Rental Revenue, Straight Line Effect and Net Parking Revenue.
Occupancy cost: Is the occupancy cost of a store as a percentage of sales. It includes rent and other expenses (condo
and promotion fund expenses).
Occupancy rate: leased GLA divided by total GLA.
Organic Growth: Revenue growth which is not generated by acquisitions, expansions and new areas added in the
period.
Overage Rent: The difference paid as rent (when positive), between the base rent and the rent consisting of a
percentage of sales, as determined in the lease agreement.
Owned GLA: or Company's GLA or Multiplan GLA, refers to total GLA weighted by Multiplans interest in each mall and
office.
Parking Revenue: Parking revenue is the net result of parking fees collected by the shopping centers less the amounts
transferred to the Companys partners and condominiums.
Potential Sales Value (PSV) or Total Sell Out: Refers to the total number of units for sale in a real estate
development, multiplied by the price of each of units offered for sale.
Rent Loss: Loss provisions due to delinquency over six months and legal opinion.
Rent per m: Sum of base and overage rents charged from tenants divided by its occupied GLA. It is worth noting that
this GLA includes stores that are already leased but are not yet operating (i.e., stores that are being readied for
opening).
Sales: Sales reported by the stores in each of the malls.
Sales per m: Sales/m calculation considers only the GLA from stores that report sales, and excludes sales from
kiosks, since they are not counted in the total GLA.
Same Area Rent (SAR): Changes on rent of the same area of the year before divided by the areas rent of the current
year, excluding vacancy.
Same Area Sales (SAS): Changes sales of the same area of the year before divided by the area that informed sales.
Same Store Rent (SSR): Changes on rent collected from stores that were in operation in both of the periods compared.
Same Store Sales (SSS): Changes on informed sales from stores that were in operation in both of the periods
compared.
Satellite Stores: Smaller stores (<1.000 m) with no special marketing and structural features located by the anchor
stores and intended for general retailing.
Straight Line Effect: Accounting method meant to remove volatility and seasonality of the minimum lease revenue. The
criterion adopted to account for revenue rent is based on straight-line revenues during the effectiveness of the contract,
regardless of the receipt term.
Tenant Mix: Portfolio of tenants strategically defined by the shopping center manager.
TJLP: (Taxa de Juros de Longo Prazo, or Long Term Interest Rate). The usual cost of financing conceived by
BNDES.
TR: (Taxa Referencial, or Reference interest rate). Average interest rate used in the market.
Turnover: GLA of operating malls leased in the period divided by total GLA of operating malls.
Vacancy: GLA of a shopping center available for lease.
48
1Q15
MULT3
49
Central Tel
Fax
Internet
55 (21) 3515-9400
55 (21) 3515-9000
www.kpmg.com.br
To
Board Members and Shareholders of
Multiplan Empreendimentos Imobilirios S.A.
Rio de Janeiro - RJ
Introduction
We have reviewed the individual and consolidated interim accounting information of Multiplan
Empreendimentos Imobilirios S.A.(Company), contained in the quarterly information form ITR for the quarter ended March 31, 2015, which comprise the balance sheet and related
statements of income, of comprehensive income, and changes in shareholders' equity and in
cash flows for the three months then ended, including explanatory notes.
Management is responsible for the preparation of the individual interim accounting information
in accordance with the Accounting Pronouncement CPC 21(R1) - Interim Statement and
consolidated interim accounting information in accordance with CPC 21(R1) and the
international accounting rule IAS 34 - Interim Financial Reporting, which takes into
consideration OCPC 04 on the application of ICPC 02 to real estate development entities in
Brazil, issued by the CPC and approved by the CVM and the CFC , as well as the presentation
of this information in accordance with the standards issued by the Brazilian Securities and
Exchange Commission, applicable to the preparation of quarterly information - ITR. Our
responsibility is to express our conclusion on this interim accounting information based on our
review.
Scope of the review
We conducted our review in accordance with Brazilian and International Interim Information
Review Standards (NBC TR 2410 - Reviso de Informaes Intermedirias Executada pelo
Auditor da Entidade and ISRE 2410 - Review of Interim accounting information Performed by
the Independent Auditor of the Entity, respectively). A review of interim information consists of
making inquiries primarily of the management responsible for financial and accounting matters
and applying analytical procedures and other review procedures. The scope of a review is
significantly less than an audit conducted in accordance with auditing standards and,
accordingly, it did not enable us to obtain assurance that we were aware of all the material
matters that would have been identified in an audit. Therefore, we do not express an audit
opinion.
50
KPMG Auditores Independentes, uma sociedade simples brasileira e
firma-membro da rede KPMG de firmas-membro independentes e
afiliadas KPMG International Cooperative (KPMG International),
uma entidade sua.
51
Other matters
Interim information of added value
We also reviewed the individual and consolidated Statements of added value for the three
months period ended March 31, 2015, prepared under the responsibility of the Company`s
management, for which presentation is required in the interim information in accordance with
the standards issued by the Brazilian Securities and Exchange Commission applicable to the
preparation of quarterly information - ITR, and considered as supplementary information by
IFRS, which does not require the presentation of the statements of added value. These
statements were submitted to the same review procedures described previously and, based on
our review, we are not aware of any fact that might lead us to believe that they were not
prepared, in all material respects, in accordance with the individual and consolidated interim
accounting information, taken as a whole.
52
12/31/2014
Current assets
Cash and cash equivalents (Note 3)
Interest earning bank deposits (Note 3)
Accounts receivable (Note 4 and 5)
Land and properties for sale (Note 7)
Accounts receivable from related parties (Note 5)
Taxes and social contributions recoverable (Note 6)
Sundry advances
Other
95,644
252,723
157,971
3,168
1,959
1,291
332
12,459
117,125
155,011
191,049
3,168
2,287
1,274
17,331
8,567
525,547
495,812
43,688
51,837
9,820
11,269
4,589
45,045
50,301
11,687
11,276
4,913
121,203
123,222
1,667,098
3,378,107
26,114
348,291
1,620,374
3,400,112
26,527
347,885
5,540,813
5,518,120
Total assets
6,066,360
6,013,932
Assets
Non-current assets
Accounts receivable (Note 4 and 5)
Land and properties for sale (Note 7)
Accounts receivable from related parties (Note 5)
Judicial deposits (Note 18.2)
Other
53
12/31/2014
Current assets
Cash and cash equivalents (Note 3)
Interest earning bank deposits (Note 3)
Accounts receivable (Note 4 and 5)
Land and properties for sale (Note 7)
Accounts receivable from related parties (Note 5)
Taxes and social contributions recoverable (Note 6)
Sundry advances
Other
146,447
252,723
316,878
158,462
2,139
2,865
1,516
27,855
170,926
155,011
345,182
156,420
2,486
2,661
20,945
18,030
908,885
871,661
Non-current assets
Accounts receivable (Note 4 and 5)
Land and properties for sale (Note 7)
Accounts receivable from related parties (Note 5)
Judicial deposits (Note 18.2)
Deferred income and social contribution taxes (Note 8)
Other
51,653
197,450
10,527
13,332
16,240
16,418
51,517
193,784
12,422
13,369
16,045
17,134
305,620
304,271
136,412
4,965,208
31,999
348,984
135,127
4,971,154
32,476
348,527
5,788,223
5,791,555
Total assets
6,697,108
6,663,216
Assets
54
12/31/2014
Current liabilities
Loans and financing (Note 13)
Accounts payable (Note 14)
Liabilities for acquisition of assets (Note 16)
Taxes and contributions payable (Note 17)
Interest on own capital (Note 20.g)
Deferred income and costs (Note 19)
Debentures (Note 15)
Other
126,693
58,808
9,365
34,784
73,059
10,329
21,851
5,278
122,429
59,815
15,467
28,893
73,059
24,394
9,735
2,773
340,167
336,565
Non-current liabilities
Loans and financing (Note 13)
Debentures (Note 15)
Provision for risks (Note 18.1)
Deferred income and social contribution taxes (Note 8)
Deferred income and costs (Note 19)
Other
1,016,442
398,223
9,521
153,836
(6,400)
5
1,050,279
398,223
14,503
149,352
(1,872)
5
1,571,627
1,610,490
2,388,062
(38,993)
966,446
932,425
(75,347)
(89,996)
71,969
2,388,062
(38,993)
966,083
932,425
(90,704)
(89,996)
-
4,154,566
4,066,877
6,066,360
6,013,932
Liabilities
55
12/31/2014
Current liabilities
Loans and financing (Note 13)
Accounts payable (Note 14)
Liabilities for acquisition of assets (Note 16)
Taxes and contributions payable (Note 17)
Interest on own capital (Note 20.g)
Deferred income and costs (Note 19)
Debentures (Note 15)
Other
208,075
90,023
26,586
49,568
73,059
18,493
21,851
7,042
203,138
89,416
32,378
45,176
73,059
33,541
9,735
5,590
494,697
492,033
Non-current liabilities
Loans and financing (Note 13)
Liabilities for acquisition of assets (Note 16)
Debentures (Note 15)
Provision for risks (Note 18.1)
Deferred income and social contribution taxes (Note 8)
Deferred income and costs (Note 19)
Other
1,459,754
13,542
398,223
10,354
163,406
(234)
5
1,507,955
17,529
398,223
15,322
157,840
4,655
5
2,045,050
2,101,529
2,388,062
(38,993)
966,446
932,425
(75,347)
(89,996)
71,969
2,388,062
(38,993)
966,084
932,424
(90,704)
(89,996)
-
4,154,566
4,066,877
2,795
2,777
4,157,361
4,069,654
6,697,108
6,663,216
Liabilities
Non-controlling interests
56
03/31/2014
195,473
188,774
(33,515)
(34,813)
Gross income
161,958
153,961
(24,395)
(1,011)
(758)
(181)
(3,930)
10,305
(2,944)
1,146
(22,865)
(2,473)
(6,079)
(1,966)
(3,085)
25,987
(2,580)
(340)
140,190
(33,948)
140,560
(28,934)
106,242
111,626
(29,789)
(4,484)
(21,734)
(7,624)
(34,273)
(29,358)
71,969
82,268
71,969
-
82,268
-
0.3822
0.4389
0.3819
0.4382
57
03/31/2014
260,118
253,557
(62,243)
(71,110)
Gross income
197,875
182,447
(25,624)
(6,305)
(1,754)
(652)
(3,930)
1,285
(3,027)
(4,483)
(24,465)
(7,614)
(6,334)
(3,713)
(3,085)
11,807
(2,663)
10,363
153,385
(44,474)
156,743
(39,361)
108,911
117,382
(33,928)
(5,372)
(28,021)
(7,081)
(39,300)
(35,102)
69,611
82,280
69,593
18
82,260
20
0.3696
0.4389
0.3693
0.4382
58
03/31/2014
71,969
82,268
71,969
82,268
71,969
82,268
Consolidated
03/31/2015
03/31/2014
69,611
82,280
69,611
82,280
18
69,593
20
82,260
59
Profit reserves
Goodwill
reserve
on issuance
Legal
of shares reserve
Expansion
reserve
Treasury
shares
Effects on
capital
transactions
Retained
earnings
Total
69,861
649,363
(122,628)
(89,996)
3,819,988
(6,171)
-
82,268
(6,171)
3,085
82,268
186,548
714,237
69,861
649,363
(128,799)
(89,996)
82,268
3,899,170
77,845
186,548
701,690
88,271
844,154
(90,704)
(89,996)
4,066,877
3,930
-
(3,567)
-
15,357
-
71,969
11,790
3,930
71,969
(38,993)
81,775
186,548
698,123
88,271
844,154
(75,347)
(89,996)
71,969
4,154,566
Capital
Share
issuance
costs
Stock
options
granted
Special goodwill
reserve - merger
2,388,062
(38,628)
63,169
186,548
714,237
3,085
-
2,388,062
(38,628)
66,254
2,388,062
(38,993)
2,388,062
60
Profit reserves
Capital
Share
issuance
costs
Stock
options
granted
Special
goodwill
reserve merger
Goodwill
reserve on
issuance of
shares
Legal
reserve
Expansion
reserve
Adjustments in the
parent company
(Note 2.2)
Effects on
capital
transactions
Treasury
shares
Retained
earnings
2,388,062
(38,628)
63,169
186,548
714,237
69,861
649,363
(836)
(89,996)
(122,628)
3,085
-
235
-
2,388,062
(38,628)
66,254
186,548
714,237
69,861
649,363
(601)
2,388,062
(38,993)
77,845
186,548
701,690
88,271
844,154
3,930
-
(3,567)
-
2,388,062
(38,993)
81,775
186,548
698,123
88,271
61
Total
Noncontrolling
interests
Total
3,819,152
186
3,819,338
(6,171)
-
(235)
243
82,260
243
(6,171)
3,085
82,260
20
243
(6,171)
3,085
82,280
(89,996)
(128,799)
82,268
3,898,569
206
3,898,775
(89,996)
(90,704)
4,066,877
2,777
4,069,654
15,357
-
2,376
69,593
2,376
11,790
3,930
69,593
18
2,376
11,790
3,930
69,611
844,154
(89,996)
(75,347)
71,969
4,154,566
2,795
4,157,361
03/31/2014
106,242
111,626
Adjustments in:
Depreciation and amortization
Equity in net income of subsidiaries
Share-based compensation
Recognition of repurchases of points of sale
Deferred income and cost
Inflation adjustment on debentures
Adjustment to loans and financings
Adjustments to liabilities for acquisition of assets
Restatements on related party transactions
Other
27,710
(10,305)
3,930
1,811
(4,790)
12,116
31,497
328
(366)
(5,157)
27,903
(25,987)
3,085
1,888
(5,335)
8,078
26,819
802
(388)
5,319
163,016
153,810
(1,536)
35,644
(30)
(3,658)
(1,007)
(6,430)
(19,313)
(4,602)
3,286
2,504
303
26,033
(165)
3,860
(14,144)
(6,192)
(6,888)
(6,555)
191
313
167,874
150,566
62
03/31/2014
(20,624)
489
19
2,561
(881)
(19,910)
(2,056)
(97,712)
(41,172)
958
3,500
680
(18,831)
(44,733)
(2,645)
28,935
(138,114)
(73,308)
(33,827)
(29,204)
11,790
-
(35,909)
(26,938)
(6,171)
(15,359)
(38,386)
(51,241)
(122,763)
(21,481)
(45,505)
117,125
95,644
136,571
91,066
(21,481)
(45,505)
63
03/31/2014
108,911
117,382
38,257
(1,285)
3,930
(18)
1,841
(7,480)
12,116
45,642
329
(394)
(6)
(4,131)
38,374
11,807
3,085
(20)
1,917
(9,833)
8,078
40,795
802
(418)
(165)
5,095
197,712
216,899
(5,708)
29,779
(29)
(6,769)
607
(10,763)
(20,219)
(9,521)
4,632
1,470
(5,526)
6,230
(347)
(11,806)
(23,109)
7,020
(6,466)
(12,098)
55
(771)
181,191
170,081
64
2,636
(881)
(29,506)
(2,127)
(97,712)
(19,614)
3,500
901
(18,831)
(70,781)
2,824
(2,686)
28,943
(127,590)
(75,744)
(49,694)
(40,176)
11,790
-
(54,318)
(36,063)
(6,171)
(15,359)
(38,386)
(78,080)
(150,297)
(24,479)
(55,960)
170,926
146,447
210,479
154,519
(24,479)
(55,960)
65
03/31/2014
215,156
1,959
(1,209)
207,829
2,443
1,714
215,906
211,986
(4,049)
(10,141)
(14,363)
(19,136)
(14,190)
(33,499)
201,716
178,487
Retentions
Depreciation and amortization
(27,710)
(27,903)
174,006
150,584
10,305
11,595
25,987
7,920
21,900
33,907
195,906
184,491
(16,761)
(1,595)
(788)
(13,892)
(1,162)
(376)
(19,144)
(15,430)
(56,033)
(16)
(1,542)
(47,910)
(10)
(1,781)
(57,591)
(49,701)
(45,822)
(1,380)
(36,291)
(801)
(47,202)
(37,092)
(71,969)
(82,268)
(71,969)
(82,268)
(195,906)
(184,491)
66
03/31/2014
288,075
(3,670)
(1,605)
280,050
13,144
247
282,800
293,441
(62,967)
(15,585)
(70,031)
(26,001)
(78,552)
(96,032)
204,248
197,409
Retentions:
Depreciation and amortization
(38,257)
(38,374)
165,991
159,035
1,285
10,737
11,807
9,037
12,022
20,844
178,013
179,879
(19,408)
(1,657)
(818)
(16,493)
(1,192)
(387)
(21,883)
(18,072)
(67,225)
(62)
(5,898)
(59,298)
(65)
(6,098)
(73,185)
(65,461)
(55,345)
42,011
(47,674)
33,608
(13,334)
(14,066)
(18)
(69,593)
(20)
(82,260)
(69,611)
(82,280)
(178,013)
(179,879)
67
General information
The individual and consolidated quarterly information of Multiplan Empreendimentos
Imobilirios S.A. (Company, Multiplan or Multiplan Group when referred to jointly with
its subsidiaries) for the year ended December 31, 2015 were authorized for issuance by
Management on April 28, 2015. The Company was established as a publicly-traded entity
headquartered in Brazil, whose shares are traded on the So Paulo Stock Exchange
(BM&FBovespa). The Company is located at Avenida das Amricas, 4.200 - Bloco 2 - 5 andar
- Barra da Tijuca. Rio de Janeiro RJ.
The Company was established on December 30, 2005 and in engaged mainly in
(a) the planning, construction, development and sale of real estate projects of any nature, either
residential or commercial, including mainly urban shopping centers and areas developed based
on these real estate projects; (b) the purchase and sale of real estate and the acquisition and
disposal of real estate rights, and their operation, in any mean, including through lease; (c) the
provision of management and administrative services for its own shopping centers, or those of
third parties; (d) the provision of technical advisory and support services concerning real estate
issues; (e) civil construction, the execution of construction works and provision of engineering
and similar services in the real estate market; (f) development, promotion, management,
planning and intermediation of real estate developments; (g) import and export of goods and
services related to its activities; and (h) the acquisition of equity interests and share control in
other entities, as well as joint ventures with other entities, where it is authorized to enter into
shareholders agreements in order to attain or supplement its corporate purpose.
As of March 31, 2015 and December 31, 2014, the Company holds direct and indirect interests
in the following real estate developments:
Interest - %
Joint venture
Shopping Centers
BHShopping
BarraShopping
RibeiroShopping
MorumbiShopping
ParkShopping
DiamondMall
Shopping Anlia Franco
ParkShopping Barigui
Shopping Ptio Savassi
BarraShopping Sul
Vila Olmpia
New York City Center
Santa rsula
Parkshopping So Caetano
VillageMall
ParkShoppingCampoGrande
JundiaShopping
Location
Belo Horizonte
Rio de Janeiro
Ribeiro Preto
So Paulo
Braslia
Belo Horizonte
So Paulo
Curitiba
Belo Horizonte
Porto Alegre
So Paulo
Rio de Janeiro
So Paulo
So Caetano
Rio de Janeiro
Rio de Janeiro
So Paulo
68
Start-up of
operations
03/31/2015
12/31/2014
1979
1981
1981
1982
1983
1996
1999
2003
2004
2008
2009
1999
1999
2011
2012
2012
2012
80.0
51.1
80.0
65.8
61.7
90.0
30.0
84.0
96.5
100.0
60.0
50.0
62.5
100.0
100.0
90.0
100.0
80.0
51.1
80.0
65.8
61.7
90.0
30.0
84.0
96.5
100.0
60.0
50.0
62.5
100.0
100.0
90.0
100.0
The majority of the shopping centers are managed based on a structure known as Condomnio
Pro Indiviso" - CPI (undivided interest). The shopping centers are not legal entities, but units
operated under an agreement whereby the owners (investors) share all income, costs and
expenses. The CPI structure is an option permitted by Brazilian laws for a period of five years,
with possibility of renewal. Under the CPI structure, each co-investor holds an interest in
property, which is undivided. As of March 31, 2015, the Company is the legal representative
and manager of all abovementioned shopping malls.
2
2.1
a.
The consolidated interim financial statements, prepared in accordance with the International
Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board
(IASB) and the accounting practices adopted in Brazil (BRGAAP), and taking into
consideration OCPC 04 guidance on the application of Technical Interpretation ICPC 02 to
Brazilian real estate development companies, issued by the Accounting Pronouncements
Committee (CPC) and approved by the Securities Commission (CVM) and the Federal
Accounting Council (CFC);
b.
The parent companys interim financial statements, prepared in accordance with the accounting
practices adopted in Brazil, which comprise the CVM standards and the pronouncements,
interpretations and guidance issued by CPC, CVM and CFC, including OCPC 04 Guidance on
the application of Technical Interpretation ICPC 02 to Brazilian Real Estate Development
Entities.
In the parent company interim financial statements, jointly-owned subsidiaries and operations,
with or without a legal personality, are accounted for under the equity method and adjusted in
proportion to the interest held in the Groups contractual rights and obligations. The same
adjustments are made both in individual financial statements, in order to arrive at the same net
income and equity attributable to the Parent company's shareholders. In the case of Multiplan
Empreendimento Imobilirios S.A., the accounting practices adopted in Brazil applicable to the
parent company financial statements differ from IFRS applicable to separate financial
statements only in relation to the measurement of investments in subsidiaries, joint ventures and
associates based on the equity accounting method, instead of cost or fair value in accordance
with IFRS.
Since the differences between consolidated shareholders' equity and consolidated income
attributable to the parent company's shareholders, included in consolidated financial statements
prepared in accordance with IFRS and Brazilian accounting practices, and shareholders' equity
and parent company result, included in individual financial statements prepared in accordance
with Brazilian accounting practices, the Company opted to present these individual and
consolidated interim financial statements in a single set, side by side.
69
2.2
Measuring basis
The individual and consolidated interim financial statements have been prepared based on the
historical cost, except for certain financial instruments measured at fair value, as described in
the note 25 below.
2.3
Basis of consolidation
As of March 31, 2015 and December 31, 2014, the consolidated interim financial statements
incorporate the interim financial statements of the Company and its subsidiaries, as follows:
Interest %
March 31, 2015
Corporate name
Direct
Indirect
Direct
Indirect
99.99
99.99
99.00
99.00
99.61
50.00
99.99
100.00
99.99
99.99
99.99
99.99
99.99
99.99
99.99
100.00
99.99
99.99
99.99
99.99
87.00
99.90
99.90
99.90
99.90
99.99
99.99
99.90
99.90
99.00
99.00
50.00
-
99.99
99.99
99.00
99.00
99.61
50.00
99.99
100.00
99.99
99.99
99.99
99.99
99.99
99.99
99.99
100.00
99.99
99.99
99.99
99.99
87.00
99.90
99.90
99.90
99.90
99.99
99.99
99.90
99.90
99.00
99.00
50.00
-
(a)
Foreign companies.
(b)
(c)
For further information on the change in the stake, refer to Note 9.1 a.
The interim financial statements of subsidiaries are prepared for the same reporting period that
the parent company, using consistent accounting policies.
70
03/31/2015
03/31/2014
Shareholders'
equity
Net income
for the
period
Shareholders'
equity
Net income
for the
period
Parent company
Equity in the earnings of Countys profit or loss for the
period (a)
Deferred assets (b)
4,154,566
71,969
3,899,170
82,268
(2,376)
-
(395)
(243)
235
Consolidated
4,154,566
69,593
3,898,775
82,260
(a)
Subsidiary Renasce holds 100% in the Countys capital, whose main activity is the investment in subsidiary Embassy.
In order to properly prepare the Multiplan's individual and consolidated balances, the Company adjusted the
Renasce's capital and the investment calculation for consolidation purposes only. Adjustment relating to the
Companys equity in the earnings of County not reflected on equity in the earnings of Renasce.
(b)
Adjustment referring to derecognition of deferred assets and recognition of deferred income tax on the
aforementioned write-off in the subsidiaries only for consolidation purposes.
2.4
Parent
company
Consolidated
Parent
company
Consolidated
30,704
50,754
42,920
56,211
8,187
8,907
3,071
3,071
56,753
86,786
71,134
111,644
95,644
146,447
117,125
170,926
These short-term investments are made with prime financial institutions, at market price and
terms.
The short-term investments presented as cash equivalent may be redeemed at any time without
affecting earnings recognized or with no risk of significant change in value.
71
The Fixed Income Investment Funds DI are non-exclusive funds classified by the Brazilian
Financial and Capital Markets Association (ANBIMA) as short-term, low-risk funds. The
funds portfolios are managed by Bradesco Asset Management, Santander Asset and Ita Asset.
The Company does not interfere with or influence the management of the portfolios or the
acquisition and sale of the securities included in the portfolios.
March 31, 2015
Parent
company
Consolidated
Parent
company
Consolidated
252,723
252,723
155,011
155,011
252,723
252,723
155,011
155,011
The Company's exposure to interest rate risks, credit, liquidity and market risks, and sensitivity
analysis of financial assets and liabilities are disclosed in Note 25.
Accounts receivable
March 31, 2015
Parent
company
Consolidated
Parent
company
Consolidated
98,815
30,083
6,180
6,942
7,977
1,760
861
47,095
13,178
134,094
46,619
8,360
10,320
7,977
1,760
861
164,329
14,538
135,354
35,316
6,201
9,308
8,996
1,896
906
47,191
1,542
170,389
50,240
9,117
12,212
8,996
1,896
906
159,997
2,495
212,891
388,858
246,710
416,248
(11,232)
(20,327)
(10,616)
(19,549)
Non-current
201,659
(43,688)
368,531
(51,653)
236,094
(45,045)
396,699
(51,517)
Current
157,971
316,878
191,049
345,182
Rental
Key money
Debt acknowledgment (a)
Parking lots
Management fees (b)
Sales
Advertising
Sales of property (c)
Other
(a)
Refer to key money, leases and other balances, which were past due and have been restructured.
(b)
Refers to management fees receivable by the Company, charged from investors or storeowners in the shopping
centers managed by them, which correspond to a percentage on the store lease amount (7% on the net income of the
shopping centers, or 6% of the minimum lease amount, plus 15% on the portion exceeding minimum lease amount or
a fixed amount), on regular fees charged from storeowners (5% on expenditures), on financial management (variable
percentage on expenditures incurred with shopping center expansion) and on promotion fund (5% on the amount
contributed to the promotion fund).
72
(c)
In accordance with the pronouncement CPC 12 - Ajuste a Valor Presente (Present Value Adjustment), approved by
CVM Resolution 564 of December 17, 2008, the Company assessed internally certain assets and liabilities to analyze
the need to present them at present value. The Discounted Cash Flow (DCF) method was used, applying the discount
rates below.
The future cash flow of the model was based on the real estate portfolio of receivables sold and assumptions of
inflation adjustment (National Civil Construction Index, or INCC) and interest (Price table) adopted in the market.
Accordingly, to determine the present value of a cash flow (AVP), three sets of information were used: (i) the
monthly amount of future cash flows, (ii) the period of such cash flows and (iii) the discount rate.
Monthly amount of future cash flows: comprises the receivables portfolio contracted in the two real estate projects
developed by the company (Residence Du Lac and Diamond Tower). Cash flow includes monthly receivables in
accordance with each clients contract. The portfolio is adjusted for inflation based on the INCC rate over the
construction period. In addition to the inflation adjustment, the portfolio (after delivery of keys) is adjusted based on
the Price table interest rate (which was not considered as shown below):
(i)
Cash flow period: Cash flows are projected on a monthly basis as from the present date considering monthly and
intermediate installments. Since interest is charged after delivery of keys, the Company conservatively considers the
prepayment of all trade accounts receivable when keys are delivered, not including discounts, fines or interest.
(ii)
Discount rate: the discount rate used to discount cash flow to present value during construction is the prevailing SELIC
rate. This rate was selected because it can be considered as the clients opportunity cost and is decisive to the clients
prepayment decision.
On March 31, 2015, the consolidated present value adjustment balance amounts to R$ 34 (R$1,493 as of December
31, 2014). The effect on the result for the period March 31, 2015 and 2014 is as follows:
March 31, 2015
Parent
company
Consolidated
Parent
company
Consolidated
(6)
-
165
Expense
Income
(d)
The Company recognized an allowance for doubtful accounts based on the following criteria:
(i)
Store leases - past due balance over than 180 days and amounts in excess of R$5 are individually analyzed,
independently of the due date for all storeowners that already are considered in the provision for doubtful accounts;
(ii)
Assignment of rights - All past due balance over 180 days and independent individual analysis regardless of the due date
for all storeowners that already are considered in the provision for doubtful accounts;
(iii)
It should be emphasized that the Company understands that there are no risks relating to the
property sales accounts receivable since such amounts are guaranteed by the property sold.
The aging list of trade accounts receivable is as follows:
Balance past-due, but without impairment loss
Parent
company
03/31/2015
12/31/2014
< 30
days
3060
days
6190
days
91120
days
121-180
days
> 180
days
Total
1,522
2,328
1,732
1,170
2,117
1,113
1,742
590
13,712
1,030
726
12,646
212,891
246,710
73
03/31/2015
12/31/2014
352,375
381,942
< 30
days
3060
days
6190
days
91120
days
121-180
days
> 180
days
Total
3,374
5,049
2,473
2,147
3,093
1,768
2,317
1,883
22,506
2,237
2,720
21,222
388,858
416,248
Stores
leased
Balances at December 31, 2014
Key money
(6,479)
Additions
Reversal due to renegotiation
(6,925)
Total
(2,594)
(1,543)
(186)
91
(229)
154
(2,689)
(1,618)
(663)
217
Debt
acknowled
gment
(10,616)
(1,078)
462
(11,232)
Consolidated
Debt
acknowled
gment
Stores
leased
Key
money
(11,324)
(6,401)
(1,824)
(19,549)
Additions
Write-offs
Reversal due to renegotiation
(1,148)
86
515
(338)
288
(549)
368
(2,035)
86
1,171
(11,871)
(6,451)
(2,005)
(20,327)
Total
Aging of trade accounts receivable included in the allowance for doubtful accounts:
March 31, 2015
Parent
company
Over 60 days
160-120 days
120-180 days
180-240 days
Over 240 days
Consolidated
Consolidated
(14)
(314)
(336)
(670)
(9,898)
(189)
(737)
(504)
(1,464)
(17,433)
(1,603)
(503)
(548)
(573)
(7,389)
(2,391)
(856)
(999)
(1,225)
(14,078)
(11,232)
(20,327)
(10,616)
(19,549)
The Company has operating lease agreements with the tenants of shopping center stores
(lessors) with a standard term of 5 years. Exceptionally, there may be agreements with
differentiated terms and conditions.
74
For the quarters ended March 31, 2015 and 2014, the Company had billings of R$156,680 and
R$143,423, respectively, from minimum rent in the Companys interest only in relation to
contracts prevailing at the end of each period, these presented the following renewal schedule:
Consolidated
March 31, 2015
7.8%
14.9%
19.5%
17.2%
18.5%
13.9%
8.2%
14.1%
16.2%
21.0%
17.1%
7.9%
7.3%
16.4%
100.0%
100.0%
In 2015
In 2016
In 2017
In 2018
In 2019
After 2019
Undetermined*
Total
(*)
Non-renewed agreements in which the parties may request termination via a prior legal notice (30 days).
5.1
The main balances and transactions with related parties are as follow:
March 31, 2015
Parent
company
Parent
company
Consolidated
Consolidated
5,589
977
320
84
178
126
274
7,548
7,682
977
320
84
179
178
126
274
9,820
4,889
1,203
310
169
195
126
284
6,872
1,203
310
169
200
195
126
283
(5,589)
(7,682)
7,176
(4,889)
9,358
(6,872)
1,959
2,139
2,287
2,486
Accounts receivable
Multiplan Administradora de Shopping Centers Ltda. (e)
6,942
9,308
6,942
9,308
8,901
2,139
11,595
2,486
Non-current assets:
Sundry loans and advances
Consrcio Village Mall (g)
Associao Jundia Shopping (f)
Associao Village Mall
Associao Barra Shopping Sul (b)
Associao ParkShopping Barigui (d)
Loans - Others
1,233
189
6,351
2,000
47
1,233
707
189
6,351
2,000
47
1,260
221
8,123
2,013
70
1,260
735
221
8,123
2,013
70
9,820
10,527
11,687
12,422
Investment
Advances for future capital increase
Parque Shopping Macei S.A.
5,000
5,000
5,000
5,000
Current assets:
Sundry loans and advances
Shopping center condominiums (a)
Associao Barra Shopping Sul (b)
Associao ParkShopping Barigui (d)
Associao ParkShopping So Caetano (c.1)
Associao Jundia Shopping (f)
Consrcio Village Mall (g)
Associao Village Mall
Loans - Others
Sub Total
Provision for losses (a)
75
Parent company
03/31/2015
03/31/2014
20,182
15,912
Lease income
Hot Zone - BH Shopping (h.1)
Hot Zone - Morumbi Shopping (h.2)
Hot Zone - Barra Shopping (h.3)
Hot Zone - ParkShopping Braslia (h.4)
Hot Zone - Barra Shopping Sul (h.5)
Tantra Comrcio de Artigos Orientais Ltda. - Morumbi Shopping (i.1)
Tantra Comrcio de Artigos Orientais Ltda. - Barra Shopping (i.2)
8
29
43
11
44
17
-
14
31
35
18
74
14
17
11
10
255
255
Services agreement
Peres - Advogados, Associados S/C (k)
661
149
366
388
Statement of income:
Income from services
Multiplan Administradora de Shopping Centers Ltda. (e)
Mall expenses
Multiplan Arrecadadora Ltda (j)
Statement of income:
Consolidated
03/31/2015
03/31/2014
Lease income
Hot Zone - BH Shopping (h.1)
Hot Zone - Morumbi Shopping (h.2)
Hot Zone - Barra Shopping (h.3)
Hot Zone - ParkShopping Braslia (h.4)
Hot Zone - Barra Shopping Sul (h.5)
HotZone - Campo Grande (h.6)
HotZone - Jundia (h.7)
Tantra Comrcio de Artigos Orientais Ltda. - Morumbi Shopping (i.1)
Tantra Comrcio de Artigos Orientais Ltda. - Barra Shopping (i.2)
8
29
43
11
44
50
4
17
-
14
31
35
18
74
71
3
14
17
11
10
Services agreement
Peres - Advogados, Associados S/C (k)
661
149
393
418
(a)
Prepayments of charges granted to condominiums of shopping centers owned by Multiplan Group, in light of the default
of storeowners with the condominiums. An allowance for loan losses was set up for these advances in light of the
probable risk of non-collection.
(b)
Refer to the advances made to Associao dos Lojistas do Barra Shopping Sul to meet working capital requirements.
R$4,800 was advanced in 2008, R$3,600 in 2009 and R$1,000 in 2010. These agreements are monthly adjusted based on
the CDI fluctuation and contractual repayment terms that began in January 2009. On October 1, 2012, the agreements
were renegotiated and joined together, the consolidated debt started to pay 110% of the CDI and is repayable in monthly
installments of R$75 until the debt is fully repaid, so that the agreements final maturity does not exceed 120 months.
76
(c)
(c.1)
Refers to advances made to condominium, associations and consortiums, described below, to fund their working capital
requirements, adjusted monthly at 110% of the CDI fluctuation.
Associao ParkShopping So Caetano - to be repaid in 36 monthly installments starting July 2012.
(d)
Refer to the advances made to Associao dos Lojistas do ParkShopping Barigui to meet working capital requirements.
The outstanding balance is adjusted on a monthly basis at 117% of the CDI fluctuation and is being repaid in 40 and 120
monthly installments since July 2011.
(e)
Refers to the portion of accounts receivable and income that the Company has with subsidiary MTA manages the malls
parking lots and transfer from 93% to 97.5% of net income to the Company. Note that whenever total expenses exceeds
the revenue generated, the Company is required to reimburse such difference to MTA plus 3% of monthly gross revenue.
These amounts are billed and received on a monthly basis.
(f)
Refers to the R$1,300 loan granted to Associao de Lojistas do JundiaShopping, which bears interest equivalent to the
CDI plus 1.0% per year, to be repaid in 84 monthly installments starting January 2013.
(g)
Refers to the R$1,800 loan granted to the VillageMall Consortium, which bears interest equivalent to 110% of the CDI,
to be repaid in 120 monthly installments starting January 2013.
(h)
Refers to amount billed as Hot Zone store leases entered into with Divertplan Comrcio e Indstria Ltda, (lessee), where
Multiplan Planejamento Participaes e Administrao S/A, a Company shareholder, holds 99% of the capital. The total
amounts charged as occupancy costs account for 8% of stores gross income. The table shows the amounts actually
allocated as Rental income, since the other amounts refer to charges that are common and specific to the shopping
centers promotion fund.
(h.1)
BH Shopping - renewed lease agreement, effective from September 2009 to August 2016
(h.2)
Morumbi Shopping - renewed lease agreement, effective from June 2010 to June 2017
(h.3)
Barra Shopping - lease agreement effective from June 2012 to June 2022
(h.4)
Parkshopping Braslia - renewed lease agreement, effective from January 2012 to December 2016
(h.5)
Barra Shopping Sul - lease agreement effective from November 2008 to November 2018
(h.6)
Parkshopping Campo Grande - lease agreement effective from November 2012 to November 2022.
(h.7)
Jundia Shopping - lease agreement effective from October 2012 to November 2022.
As of December 31, 2013, the amounts receivable from rental of the Hot Zone stores totaled R$147 in the Parent
company and R$361 in the Consolidated in comparison with R$170 in the Parent Company and R$301 in the
Consolidated as of December 31, 2014. The rental amounts received from Hot Zone stores totaled R$616, Parent, and
R$884, consolidated, in the year 2013, compared to R$678, Parent, and R$1,104, consolidated as of December 31,
2014.
(i)
Refers to amounts invoiced to Tantra Comrcio de Artigos Orientais Ltda, relating to a kiosk lease agreement entered
into with a close family member (lessee) of the Companys controlling shareholder. The lease payments are annually
adjusted using the IGP-DI.
(i.1)
Morumbi Shopping - renewed agreement, effective beginning June 17, 2009 for an indefinite period
(i.2)
Barra Shopping - renewed agreement, effective beginning March 3, 2011 for an indefinite period
The agreement entered into between the BarraShopping Condominium and Tantra Comrcio de Artigos Orientais
Ltda. was terminated on March 15, 2014.
77
(j)
Refers to rental collection services, common and specific charges, income from promotion fund and other income
deriving from the operation and sale of office spaces of the Company and/or its subsidiaries.
(k)
Refers to the addendum to the legal service agreement entered into by the Company and Peres - Advogados, Associados
S/C, owned by a close family member of the Companys controlling shareholder, dated May 1st,, 2011. The contract has
an indefinite term of duration and establishes a monthly remuneration of R$ 50, adjusted by the Consumer Price Index
(IPC) on an annual basis. Additionally, on April 5, 2013, R$550 was paid as bonus.
(l)
Refers to the lease agreement entered into with close family member of the Companys controlling shareholder of an
office located in Centro Empresarial Barra Shopping, dated February 22, 2013. The agreement is effective for 24-month
period, starting April 1, 2013 and lease payments are adjusted using the IPCA.
5.2
03/31/2015
03/31/2014
2,070
79
2,011
73
2,799
1,746
2,592
1,272
6,694
5,948
On March 31, 2015, the key management personnel consisted of: 7 members of the Board of
Directors and five directors.
The Company does not grant to the executive officers and directors benefits relating to the labor
contract rescission beyond the ones foreseen in the applicable law.
Consolidated
Parent
company
Consolidated
319
984
258
869
1,274
17
-
1,274
101
167
20
1,274
-
1,274
84
165
11
1,291
2,865
1,274
2,661
78
Land
Property concluded
Property under construction
Current
Non-current
Consolidated
Consolidated
51,837
3,168
-
197,450
134,182
24,280
50,301
3,168
-
193,784
136,910
19,510
55,005
355,912
53,469
350,204
3,168
51,837
158,462
197,450
3,168
50,301
156,420
193,784
55,005
355,912
53,469
350,204
79
Parent
company
Consolidated
Parent
company
Consolidated
9,521
9,747
5,589
17,507
5,049
-
9,668
11,185
5,589
18,137
5,049
59,641
35
14,503
9,238
4,889
16,280
5,311
2,176
14,620
10,303
4,889
17,939
5,311
58,030
4,826
47,413
109,304
52,397
115,918
9,271
4,267
24,735
9,836
10,698
4,716
26,578
10,433
13,538
34,571
15,414
37,011
(316,845)
(20,131)
(316,845)
(31,759)
(316,845)
(25,027)
(316,845)
(39,459)
(124,509)
(31,512)
721
(117,904)
(144,449)
(31,512)
721
(112,645)
(30,088)
-
(116,200)
(128,877)
(30,088)
-
(492,276)
(641,748)
(484,605)
(631,469)
(123,069)
(44,305)
(133,320)
(48,417)
(121,152)
(43,614)
(131,167)
(47,639)
Subtotal
(167,374)
(181,737)
(164,766)
(178,806)
(153,836)
(147,166)
(149,352)
(141,795)
Assets:
Provision for legal and administrative proceedings
Allowance for doubtful accounts
Provision for losses on advances of charges
Accrued annual bonus (g)
Deferred (d)
Tax loss and negative basis of social contribution
Other
Deferred tax asset base
Deferred income tax assets (f)
Deferred social contribution assets (f)
Subtotal
Liabilities:
(a)
According to the tax criterion, the income (loss) on the sale of real estate units is determined based on the financial
realization of income (cash basis) while for accounting purposes such transactions are accounted for on the accrual
basis.
(b)
(c)
The Company formed income tax and social contribution on deferred taxation of straight-line income during the term
of the contract, regardless of the receipt term. As of 2015, with the enactment of Law 12,973, of May 13, 2014, these
revenues started being taxed on an accrual basis. Thus, the deferred balance up to December 31, 2014 will be
subjected to taxation upon its realization.
80
(d)
The Company recognized deferred income tax by fully derecognizing deferred charges.
(e)
The Company recognized deferred income tax liabilities on differences between the amounts calculated based on
accounting method and criteria, as prescribed in Law 12.973 dated May 13, 2014.
(f)
In the consolidated, the basis for the deferred assets and liabilities are composed also by entities subject to the
calculation of IRPJ and CSLL by the presumed income regime. For this reason, the effect of the taxes rates includes
the taxes rates used in the income presumption, according to the federal law, and may vary depending on the income
nature.
(g)
For the calculation of deferred income tax, only the share of employee profit sharing was considered.
Deferred income tax and social contribution will be realized based on Managements
expectation, as follows:
March 31, 2015
Parent
company
2015
2016
2017
20182019
20202021
Consolidated
Consolidated
23,986
10,360
3,546
6,763
2,758
40,466
25,804
18,456
21,772
2,086
26,636
9,107
3,400
8,836
4,418
31,652
12,465
17,184
18,241
36,376
47,413
109,304
52,397
115,918
81
Parent company
March 31, 2015
Description
Income before income and social contribution
taxes
Rate
Nominal rate
Permanent additions and exclusions
Equity in income of subsidiaries
Gifts and tributes
Contributions, donations and sponsorship
Goodwill amortization on asset appreciation
Compensation expenses (stock option plan)
Executive Board bonuses and 13th salary
Tax benefits
Other
Total
Income tax
Social
contribution
Income tax
Social
contribution
106,242
25%
(26,561)
106,242
9%
(9,562)
111,628
25%
(27,907)
111,628
9%
(10,046)
2,576
(7)
(173)
(5)
(982)
927
(2)
(24)
(2)
(354)
499
(491)
1,417
(25,144)
(113)
432
(9,130)
6,433
(9)
(127)
(5)
(771)
529
286
6,336
(21,571)
2,316
(3)
(2)
(278)
226
2,259
(7,787)
(21,799)
(7,991)
(16,142)
(5,592)
(3,345)
(1,139)
(5,429)
(2,196)
(21,571)
(7,787)
(25,144)
82
(9,130)
Consolidated
March 31, 2015
Income tax
Social
contribution
Income tax
Social
contribution
108,911
25%
(27,228)
108,911
9%
(9,802)
117,382
25%
(29,346)
117,382
9%
(10,564)
321
(7)
(176)
(5)
(982)
(105)
511
(799)
116
(2)
(24)
(2)
(354)
(288)
2,952
(9)
(127)
(5)
(771)
529
(312)
1,063
(3)
(2)
(278)
-
1,864
671
5,391
1,941
(1,049)
(1,242)
(1,669)
(28,897)
(378)
(340)
(601)
(10,403)
(3,624)
(801)
3,535
(25,811)
(1,339)
(109)
1,273
(9,291)
(24,947)
(8,981)
(20,604)
(7,417)
(3,950)
(1,422)
(5,207)
(1,874)
(28,897)
(10,403)
(25,811)
(9,291)
Description
Income before income and social contribution taxes
Rate
Nominal rate
Permanent additions and exclusions
Equity in income of subsidiaries
Gifts and tributes
Contributions, donations and sponsorship
Goodwill amortization on asset appreciation
Compensation expenses (stock option plan)
Executive Board bonuses and 13th salary
Tax benefits
Current losses without tax credit
Difference in the calculation basis for companies
taxed by the presumed profit
Income and social contribution taxes in companies
taxed by the deemed profit system
Other
The Company has not adhered to the early adoption of the effects of Law No. 12,973, of May
14, 2014, in 2014.
83
Investments
Significant information on investees:
March 31, 2015
Investees
Number of
quotas/shares
40,000
727,500
182,477
154,940,898
20,000
1,000,000
42,885,388
182,505,268
46,413,074
1,000
5,110,438
32,743,467
26,500,354
8,826,056
124,941,906
110,310,677
86,087,758
274,650,474
305,102,797
238,865,087
48,424,842
1,000
21,458,343
22,672,388
16,979
18,464,802
1,878
2,881
2,881
13,648
13,604
(*)
50.00% direct and 50.00% indirect through subsidiary Morumbi Business Center Empreendimento Imobilirio Ltda.
(**)
84
Interest %
99.00
99.99
99.61
100.00 (*)
99.00
100.00
98.00
50.00
50.00
99.99
100.00
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.99
87.00
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
Capital
400
7,275
1,825
154,941
20
10
51,582
65,636
182,505
46,413
43
5,110
32,743
26,500
8,826
124,942
110,311
86,088
274,650
305,103
238,865
48,425
1
21,458
22,672
17
18,465
2
3
3
14
14
Net income
(loss) for the Shareholders'
period
equity
132
(6,042)
(3)
3,600
1,872
1
(113)
2,681
(178)
21
(3)
1,453
631
(70)
1,579
962
(477)
(441)
1,798
2,728
(351)
194
(7)
(278)
(4)
(56)
(1)
(1)
680
(3,440)
17
188,605
9,574
10
14,552
64,807
194,675
44,168
48
213
59,164
54,800
7,757
131,831
96,011
69,793
266,631
314,226
253,115
43,732
1,554
20,712
20,166
11
18,406
1
1
9
9
Shareholders'
equity
549
5,211
20
185,006
7,702
496
14,551
64,920
191,994
44,016
27
215
54,611
52,269
7,577
130,252
94,021
67,922
263,422
311,754
250,010
43,602
1,360
20,719
16,938
15
10
1
1
10
10
9.1
Investees
Investments
CAA Corretagem e Consultoria Publicitria S/C Ltda.
CAA Corretagem Imobiliria Ltda.
RENASCE - Rede Nacional de Shopping Centers Ltda.
SCP - Royal Green Pennsula
Multiplan Admin. Shopping Center
MPH Empreendimentos Imobilirios Ltda.
Manati Empreendimentos e Participaes S.A.
Parque Shopping Macei S.A.
Ptio Savassi Administrao de Shopping Center Ltda.
Danville SP Empreendimento Imobilirio Ltda.
Multiplan Holding S.A.
Embraplan Empresa Brasileira de Planejamento Ltda.
Ribeiro Residencial Emp Im Ltda.
Morumbi Business Center Empreendimento Imobilirio Ltda.
Barra Sul Empreendimento Imobilirio Ltda.
Multiplan Greenfield I Emp.Imobiliario Ltda.
Multiplan Greenfield II Empreendimento Imobilirio Ltda.
Multiplan Greenfield III Empreendimento Imobilirio Ltda.
Multiplan Greenfield IV Empreendimento Imobilirio Ltda.
Parkshopping Campo Grande Ltda.
Jundia Shopping Center Ltda.
Parkshopping Corporate Ltda.
Multiplan Arrecadadora
Parkshopping Global Ltda.)
Parkshopping Canoas Ltda.
Multishopping Shopping Center Ltda
Multiplan Greenfield X Ltda.
Multiplan Greenfield XI Ltda.
Multiplan Greenfield XII Ltda.
Multiplan Greenfield XIII Ltda.
Multiplan Greenfield XIV Ltda.
Multiplan Greenfield XV Ltda.
Other
Subtotal Investment
12/31/2014
Additions
Transfers
Dividends
Equity in
income of
subsidiaries
543
20
5,211
6,517
7,625
92,503
32,460
90,997
496
52,733
27
215
9,021
130,252
57,986
61,593
94,021
263,422
67,921
311,753
250,010
43,602
1,360
18,025
16,921
14
10
1
1
10
10
94
(5,211)
330
250
1,900
3,100
1,028
3,650
2,348
674
376
480
3,507
18,453
-
(489)
-
131
(3)
1
1,853
1,800
(57)
1,341
1,096
21
(2)
148
1,579
1,668
2,703
962
(441)
(476)
1,798
2,729
(350)
194
(6)
(282)
(3)
(55)
(1)
(1)
(1)
-
(19)
-
674
17
6,518
9,478
94,303
32,403
92,338
7
54,159
48
213
9,419
131,831
61,554
67,396
96,011
266,631
69,793
314,225
253,115
43,732
1,554
18,019
20,146
11
18,389
1
9
9
94
1,615,374
30,885
(489)
16,346
(19)
1,662,097
85
Capital
(Decrease)
Increase
03/31/2015
12/31/2014
Additions
Transfers
Dividends
Equity in
income of
subsidiaries
5,000
5,000
200
330
250
1,900
3,100
1,028
3,650
2,348
674
376
3,507
18,453
1
480
36,297
(200)
(330)
(250)
(1,900)
(3,100)
(1,028)
(3,650)
(2,348)
(674)
(376)
(3,507)
(18,453)
(480)
(36,296)
5,000
1
5,001
1,620,374
36,297
(5,411)
(489)
16,346
(19)
1,667,098
5,411
(6,041)
(630)
5,411
(6,041)
(630)
1,620,374
36,297
(489)
10,305
(19)
1,666,468
Investees
Advance for future capital increase
CAA Corretagem e Consultoria Imobiliria S/C Ltda.
Renasce - Rede Nacional de Shopping Centers Ltda.
Parque Shopping Macei S.A.
Danville SP Empreendimento Imobilirio Ltda.
Ribeiro Residencial Emp Imobilirio Ltda.
Morumbi Business Center Empreendimento Imobilirio Ltda.
Barrasul Empreendimento Imobilirio Ltda.
Multiplan Greenfield I Empreendimento Imobilirio Ltda.
Multiplan Greenfield II Empreendimento Imobilirio Ltda.
Multiplan Greenfield III Empreendimento Imobilirio Ltda.
Multiplan Greenfield IV Empreendimento Imobilirio Ltda.
Parkshopping Campo Grande Ltda.
Jundia Shopping Center Ltda.
Parkshopping Global Ltda.
Parkshopping Canoas Ltda.
Multishopping Shopping Center Ltda
Multiplan Greenfield X Empreendimento Imobilirio Ltda
Multiplan Greenfield XI Empreendimento Imobilirio Ltda.
Parkshopping Corporate Ltda
Multiplan Greenfield XII Empreendimento Imobilirio Ltda
Multiplan Greenfield XIII Empreendimento Imobilirio Ltda
Multiplan Greenfield XIV Empreendimento Imobilirio Ltda
Multiplan Greenfield XV Empreendimento Imobilirio Ltda
Subtotal - advances for future capital increase
Subtotal - investments and advances for future capital increase
Capital
(Decrease)
Increase
03/31/2015
On June 9, 2014, Multiplan Holding S.A. withheld from Sociedade Parkshopping Global S.A, transferring the only quota it held, with a par value of R$ 1.00, to partner Multiplan Empreendimentos Imobilirios S.A. On the same date, an increase in
capital was approved. Multiplan increased the capital of the subsidiary Parkshopping Global S.A., from R$ 54 to R$ 20,062, an increase corresponding to R$ 20,008 of new quotas. Multiplan subscribed 17,400,000 quotas, with a par value of R$
17,400, and, in this same transaction, the new partner BNI Empreendimentos e Participaes S.A. joined the partnership and subscribed 2,608,102 quotas, with a par value of R$ 2,608, subsequently paid up on the same date. After the capital
increase, Multiplan started to hold 87% of the capital of Parkshopping Global S.A., whereas the new partner BNI became the holder of 13% of the latter.
86
9.2
Investees
12/31/2014
03/31/2015
6,517
32,460
90,997
153
1
(57)
1,341
-
6,518
32,403
92,338
153
130,127
1,285
131,412
5,000
5,000
5,000
5,000
135,127
1,285
136,412
Subtotal Investment
Equity in
income of
subsidiaries
Shareholder MTP conducts the material activities that and have the ability to affect the return on Royal Green
operations; therefore, the investment is not consolidated, since financial information of shareholder MTP includes
records of SCP operations.
87
9.3
Current
assets
Noncurrent
assets
Current
liabilities
Noncurrent
liabilities
Net
income
763
116
17
23,707
34,343
6
50
5
217
66,442
60,847
241
3,517
141,805
11,632
2,847
18,114
14,209
799
145,659
794
2,953
11
20
1
1
9
9
7,041
166,418
92
437
44,237
43
7,532
147,821
124,577
242,723
263,901
397,236
334,011
43,342
6,536
19,918
42,975
18,541
-
83
5,787
3,795
24,714
106
119
4
5,148
4,300
16
11,721
17,913
19,267
116
32,047
33,695
410
150,640
10,504
154
-
4,811
(2,276)
147
328
2,130
1,748
7,786
152,457
165,295
69,077
61,410
15,259
-
234
97
6,621
58,544
7,000
3,977
106
7,600
7,684
5
11,026
9,267
90
233
-
529,134
1,867,381
320,539
478,172
112,484
88
Current
assets
Noncurrent
assets
Current
liabilities
Noncurrent
liabilities
Net
income
553
178
20
18,968
37,393
905
53
6
218
62,224
58,607
61
6,753
144,181
10,583
34
18,386
14,131
702
166,953
990
2,567
15
10
1
1
10
10
58
7,103
167,125
84
467
43,951
22
7,532
145,475
123,225
244,435
263,578
400,286
336,821
43,472
2,133
19,755
37,712
-
63
2,006
3,809
29,658
532
(11)
3
5,569
4,556
16
11,535
18,125
19,272
189
33,266
32,847
572
167,726
26
9,203
-
64
(2,721)
117
344
2,044
1,782
10,440
155,259
167,824
73,653
68,095
14,138
-
332
399
27,459
216,981
8,275
2
54,559
56,007
470
16,838
25,109
207
42,479
36,418
161
932
-
544,513 1,843,234
338,962
491,039
486,628
(a)
(b)
(c)
(d)
The result of the subsidiary Morumbi Bussiness Center Empr. Imob. Ltda., is basically the equity income for the
participation of 50% in the subsidiary MPH Empreendimentos Imobilirios Ltda.
9.4
89
The main information on the financial statements of Companys joint ventures are as follow:
Manati Empreendimentos
Participaes S.A.
Parque Shopping
Macei S.A.
March 31,
2015
December
31, 2014
March 31,
2015
December
31, 2014
4,192
2,520
342
-
3,422
3,118
420
-
23,218
6,439
278
1,148
21,348
7,506
174
1,261
7,054
6,960
31,083
30,289
1,240
22
1,240
50
21
-
5,718
22
-
54,445
1,981
1,308
54,874
1,974
3,162
7,646
259,703
31
3,506
260,606
34
59,114
59,446
270,563
269,886
66,168
66,406
301,646
300,175
461
274
125
-
224
276
265
-
1,183
6,859
1,054
33
1,310
6,682
422
51
860
765
9,129
8,465
1,240
(740)
1,240
(521)
82,428
4,558
10,857
84,438
3,718
11,560
500
719
97,843
99,716
65,636
(715)
(113)
65,636
(714)
-
182,505
10,000
(512)
2,681
182,506
10,000
(512)
-
64,808
64,922
194,674
191,994
66,168
66,406
301,646
300,175
Assets
Current
Cash and cash equivalents
Accounts receivable
Recoverable taxes and contributions
Other
Non-current:
Securities
Judicial deposits
Accounts receivable
Deferred income and social contribution
taxes
1,426
Investment property
Intangible assets
Total assets
Liabilities and shareholders equity
Current
Accounts payable
Loans and financing
Taxes and contributions payable
Deferred income and costs
Other
Non-current
Loans and financing
Deferred income and social contribution taxes
Provision for risks
Deferred income and costs
Shareholders' equity:
Capital
Advances for future capital increase
Accumulated loss
Income (loss) for the period
90
Manati Empreendimentos
Participaes S.A.
Parque Shopping
Macei S.A.
March 31,
2015
December
31, 2014
March 31,
2015
December
31, 2014
1,559
(1,223)
1,716
(856)
8,032
(1,185)
5,849
(2,109)
336
860
6,847
3,740
(79)
(73)
2
(505)
(59)
(57)
(568)
(43)
(308)
(1,373)
(1,318)
(319)
176
5,123
2,422
138
204
(1,089)
(1,419)
(181)
380
4,034
1,003
(50)
118
(129)
(167)
(1,186)
344
(113)
251
2,681
1,347
Statement of income
Net income
Cost of services rendered
Gross income (loss)
Financial income
Income before income and social contribution
taxes
Income and social contribution taxes
Current
Deferred assets
Net income (loss) for the year
The financial information referring to the joint ventures was based on the trial balances
presented by these companies on the closing date of the period.
As of March 31, 2015, the Company has no commitments assumed with its joint controlled
investees. Additionally, these joint ventures have no contingent liabilities, other comprehensive
income and other disclosures required by CPC 45 - Disclosure of Interests in Other Entities
(IFRS 12) beside the ones abovementioned.
91
10
Investment property
Multiplan measured internally its investment properties at fair value based on the Discounted
Cash Flow (DCF) method. The Company calculated the present value by using a discount rate
following the Capital Asset Pricing Model (CAPM) model. Risk and return assumptions were
considered based on studies conducted by Mr. Damodaran (New York University professor)
relating to the stock market performance of the Company (beta), in addition to market prospects
(Central Banks Focus Report) and data on the risk premium of the domestic market (country
risk). Based on these assumptions, the Company used a nominal, unlevered weighted average
discount rate of 15.11% as of March 31, 2015, resulting from a basic discount rate of 14.66%
calculated in accordance with the CAPM model, and, based on internal analyses, a spread from
0 to 200 basis points was added to this rate, resulting in an additional weighted average spread
of 44 basis points in the valuation of each shopping mall, corporate tower and project.
Cost of own capital
March
2015
December
2014
3.49%
6.11%
0.72
230 p.b.
44 p.b.
3.49%
6.11%
0.72
230 p.b.
44 p.b.
10.65%
10.65%
Inflation assumptions
March
2015
December
2014
6.53%
2.40%
6.53%
2.40%
15.11%
15.11%
Inflation (BR)
Inflation (USA)
Cost of capital - R$
The investment properties valuation reflects the market participant concept. Thus, the Company
does not consider in the discounted cash flows calculation taxes, income and expenses relating
to management and sales services.
The future cash flow of the model was estimated based on the shopping centers individual cash
flows, expansions and office buildings, including the Net Operating Income (NOI), recurring
Assignment of Rights (based only on mix changes, except for future projects), Income from
Transferring Charges, investments in revitalization, and construction in progress. Perpetuity was
calculated considering a real growth rate of 2.0% for shopping centers and of 0.0% for business
towers.
92
The Company classified its investment properties in accordance with their statuses. The table
below describes the amount identified for each category of property and presents the amount of
assets in the Companys share:
Parent company
March 2015
December
2014
13,426,347
291,938
13,120,697
264,137
Total
13,718,285
13,384,834
Consolidated
March 2015
December
2014
16,049,121
35,260
311,872
15,683,574
31,763
283,916
Total
16,396,253
15,999,253
The interests of 37.5% in the Santa rsula Shopping and 50% in the Parque Shopping Macei
project through the joint ventures were not considered in the consolidated valuation.
Due to several works and expansions recently held in October 2014 the Company reviewed the
useful lives of the following investment properties: Santa rsula, Parkshopping Barigui,
Shopping Anlia Franco, Ribeiro Shopping, BH Shopping, Barra Shopping, Parkshopping
Braslia, and Barra Shopping Sul.
The effect of this review in the Company's depreciation expense in 2014 totaled R$ 2,087, and
the estimated effect for 2015 totals R$ 9,655 (decrease in both cases).
The following shopping malls had their useful life reassessed:
Shopping mall
Santa Ursula
Parkshopping Barigui
Anlia Franco
Ribeiro Shopping
BHShopping
BarraShopping
Parkshopping
Barra Shopping Sul
93
2.72
Net amount
Facilities
(-) Accumulated depreciation
11.66
Net amount
Machinery, equipment, furniture and
fixtures
(-) Accumulated depreciation
10
Net amount
Other
(-) Accumulated depreciation
Net amount
Works in progress
Repurchases of points of sale
10
December
31, 2014
Additions
Write-offs
Compound
interest
Allocation
Depreciation
March 31,
2015
531,698
(14,834)
397
517,261
2,834,198
(392,162)
5,748
-
(14,616)
2,839,946
(406,778)
2,442,036
5,748
(14,616)
2,433,168
411,337
(133,962)
207
-
(9,025)
411,544
(142,987)
277,375
207
(9,025)
268,557
42,679
(12,572)
520
-
(977)
43,199
(13,549)
30,107
520
(977)
29,650
4,853
(2,876)
(147)
4,853
(3,023)
1,977
(147)
1,830
55,058
61,861
11,657
1,778
(1,469)
-
567
-
(1,811)
65,813
61,828
3,400,112
19,910
(16,303)
964
(1,811)
(24,765)
3,378,107
94
Consolidated
Depreciation weighted
average rate (%)
Cost
Land
Buildings and improvements
(-) Accumulated depreciation
2.23
Net amount
Facilities
(-) Accumulated depreciation
11.98
Net amount
Machinery, equipment, furniture and
fixtures
(-) Accumulated depreciation
10
Net amount
Other
(-) Accumulated depreciation
Net amount
Works in progress
Repurchases of points of sale
(a)
10
December
31, 2014
Additions
Compound
interest
1,042,423
3,285
1,052
1,046,760
3,709,564
(430,977)
5,945
-
(19,061)
3,715,509
(450,038)
3,278,587
5,945
(19,061)
3,265,471
639,566
(182,605)
514
-
(14,711)
640,080
(197,316)
456,961
514
(14,711)
442,764
54,551
(15,513)
626
-
(1,280)
55,177
(16,793)
39,038
626
(1,280)
38,384
6,834
(4,312)
(178)
6,834
(4,490)
2,522
(178)
2,344
86,091
65,532
17,061
2,075
567
-
(1,841)
103,719
65,766
4,971,154
29,506
1,619
(1,841)
(35,230)
4,965,208
Refers to land amounts previously classified as Inventory, which were reclassified to Investment property.
95
Allocation Depreciation
March
31, 2015
11
Cost
Land
Buildings and improvements
(-) Accumulated depreciation
Annual
depreciation
rates (%)
December
31, 2014
Additions
Depreciation
March 31,
2015
1,209
1,209
4,922
(1,158)
(49)
4,922
(1,207)
3,764
(49)
3,715
3,735
(1,395)
16
-
(92)
3,751
(1,487)
2,340
16
(92)
2,264
7,046
(4,114)
222
-
(181)
7,268
(4,295)
2,932
222
(181)
2,973
19,464
(4,081)
(947)
19,464
(5,028)
15,383
(947)
14,436
1,471
(572)
643
-
(25)
2,114
(597)
899
643
(25)
1,517
26,527
881
(1,294)
26,114
Net amount
Facilities
(-) Accumulated depreciation
10
Net amount
Machinery, equipment, furniture and
fixtures
(-) Accumulated depreciation
10
Net amount
Vehicles
(-) Accumulated depreciation
10
Net amount
Other
(-) Accumulated depreciation
10
Net amount
96
Consolidated
Annual
depreciation
rates (%)
December
31, 2014
3,328
3,328
11,296
(3,802)
(111)
11,296
(3,913)
7,494
(111)
7,383
4,995
(2,597)
16
-
(93)
5,011
(2,690)
2,398
16
(93)
2,321
8,733
(5,821)
222
-
(182)
8,955
(6,003)
2,912
222
(182)
2,952
Vehicles
(-) Accumulated depreciation
19,464
(4,080)
(947)
19,464
(5,027)
Net amount
15,384
(947)
14,437
2,075
(1,115)
643
-
(25)
2,718
(1,140)
960
643
(25)
1,578
32,476
881
(1,358)
31,999
Cost
Land
Buildings and improvements
(-) Accumulated depreciation
Net amount
Facilities
(-) Accumulated depreciation
10
Net amount
Machinery, equipment, furniture and
fixtures
(-) Accumulated depreciation
10
Net amount
Other
(-) Accumulated depreciation
10
Net amount
12
Additions Depreciation
March
31, 2015
Intangible assets
Intangible assets comprise system licenses and goodwill recorded by the Company on the
acquisition of new interests during 2007 and 2008; a portion of these interests was subsequently
merged. The goodwill presented below has an indefinite useful life.
97
Parent company
Annual rates of
amortization
System licenses
Software license (c)
Accumulated amortization
20
December
31, 2014
Additions
Amortization
March
31, 2015
118,610
51,966
84,095
118,610
51,966
84,095
254,671
254,671
33,202
4
12,583
2,970
33,202
4
12,583
2,970
48,759
48,759
70,330
(25,875)
2,056
-
(1,650)
72,386
(27,525)
44,455
2,056
(1,650)
44,861
347,885
2,056
(1,650)
348,291
Additions
Amortization
March
31, 2015
118,610
51,966
84,095
118,610
51,966
84,095
254,671
254,671
33,202
4
12,583
2,970
33,202
4
12,583
2,970
48,759
48,759
71,136
(26,039)
2,127
-
(1,670)
73,263
(27,709)
45,097
2,127
(1,670)
45,554
348,527
2,127
(1,670)
348,984
Consolidated
Annual rates of
amortization
System licenses
Software license (c)
Accumulated amortization
20
98
December
31, 2014
(a)
The goodwill recorded on merged subsidiaries results from the following transactions: (i) On February 24, 2006, the Company acquired
100% of the shares of Bozano Simonsen Centros Comerciais S.A. and Realejo Participaes S.A.. These investments were acquired for
R$447,756 and R$114,086, respectively, and goodwill was recorded in the amounts of R$307,067 and R$86,611, respectively in
relation to the carrying amount of the aforementioned companies as at that date; (ii) On June 22, 2006, the Company acquired 100% of
the shares of Multishopping Empreendimento Imobilirio S.A. held by GSEMREF Emerging Market Real Estate Fund L.P. for
R$247,514 as well as the shares held by shareholders Joaquim Olmpio Sodr and Manoel Joaquim Rodrigues Mendes for R$16,587,
and goodwill was recorded in the amounts of R$158,931 and R$10,478, respectively, in relation to the carrying amount of
Multishopping as at that date. In addition, on July 8, 2006, the Company acquired the shares of Multishopping Empreendimento
Imobilirio S.A. held by shareholders Ana Paula Peres and Daniela Peres for R$900, resulting in a goodwill of R$448. Such goodwill
was based on the expected future earnings from these investments and were amortized until December 31, 2008.
(b)
As a result of acquisitions made in 2007, the Company recorded goodwill based on expected future earnings in the total amount of
R$65,874, which were amortized through December 31, 2008, based on the term, extent and proportion of results projected in the report
prepared by independent appraisers, which does not exceed ten years.
(c)
In order to strengthen its internal control system while sustaining a solid growth strategy, the Company started implementing SAP R/3
System. To enable implementation, the Company entered into a service agreement in the amount of R$3,300 with IBM Brasil Indstria, Mquinas e Servios Ltda, on June 30, 2008. Additionally, the Company entered into two software license and maintenance
agreements with SAP Brasil Ltda., both dated June 24, 2008, whereby SAP granted the Company a non-exclusive software license for
an indefinite term. The license purchase price was R$1,795. The extension of the scope of these contracts increased this amount by R$
13,905, including the implementation in the malls.
The main increase in this account due to the consulting services agreement signed on November 25, 2011 and amendments up to 2014
with Accenture and SAP, for consulting services hired to implement the SAP functionalities. Up to March 31, 2015, the amount of
R$ 34,554 had already been paid and accounted for as intangible asset.
At the beginning of 2014, an investment in the implementation of a solution to support the Control of Real Estate Development Projects
started, which enables improved financial follow-up of the projects, providing increased transparency and autonomy for the companys
managers. This implementation is being carried out by the company IBM Brasil - Indstria, Mquinas e Servios Ltda., and, by March
31, 2015, the amount paid with regard to all the costs associated with this project had been R$ 3,479.
The goodwill based on future returns do not have a calculable useful life, and hence are not
amortized. The Company tests these assets' recoverable value annually by mean of an
impairment test.
The other intangible assets with defined useful life are amortized by the straight-line method
based on the table above.
Impairment test for goodwill validation was carried out considering the projected cash flow in
the malls that presented goodwill upon their establishment. The assumptions used to prepare this
cash flow are described in Note 10. In case of changes in the main assumptions used to
determine recoverable amount of cash generating units, goodwill with indefinite useful life
allocated to the cash generating units plus carrying amounts of properties for investment
properties (cash generating units) would be substantially lower than fair value of investment
properties, that is, there are no signs of impairment losses in the cash generating units since the
last evaluation conducted on presentation of quarterly information for the period ended March
31, 2015.
99
13
Current
Santander BSS (a)
Banco Ita Unibanco SAF (b)
Banco Ita Unibanco PSC (c)
Santander BHS Expanso V (d)
Banco Ita Unibanco VLG (e)
BNDES JDS sub-tranche A (f)
BNDES JDS sub-tranche B (f)
BNDES JDS sub-tranche C (f)
BNDES CGS sub-tranche A (g)
BNDES CGS sub-tranche B (g)
BNDES CGS sub-tranche C (g)
BNDES CGS sub-tranche D (g)
Companhia Real de Distribuio (h)
Banco do Brasil (i)
Banco Ita Unibanco MTE(j)
Banco do Brasil (k)
Banco Bradesco (l)
Banco Santander Multiplan Greenfield IV
(m)
Banco Santander Multiplan Greenfield II (m)
Banco do Brasil BRS VII (n)
Funding costs - Santander BHS EXP
Funding costs - Ita Unibanco PSC
Funding costs - Banco Ita Unibanco
Funding costs - Banco do Brasil
Funding costs - BNDES JDS
Funding costs - BNDES CGS
Funding costs - Banco do Brasil
Funding costs - Banco do Brasil
Funding costs - Bradesco MTE
Funding costs - Ita Unibanco VLG
Funding costs - Multiplan Greenfield IV
Funding costs - Multiplan Greenfield II
Index
Average annual
interest rate March
31, 2015
Parent
company
Consolidated
Parent
company
Consolidated
TR
TR
TR
TR
TR
TJLP
TJLP
TJLP
TJLP
IPCA
TJLP
TJLP
% do CDI
% do CDI
% do CDI
CDI +
9.12%
10%
9.35%
8.70%
9.35%
3.38%
1.48%
3.32%
2.32%+7.27%
1.42%
110%
109.75%
110%
1.00%
23,303
1,719
10,093
13,645
25,815
53
33,781
1,741
1,025
12,257
23,303
1,719
10,093
13,645
25,815
23,602
1,064
246
15,568
4,961
200
379
53
33,781
1,741
1,025
12,257
22,994
2,304
10,068
13,478
25,751
53
38,438
4,800
1,014
2,991
22,994
2,304
10,068
13,478
25,751
23,603
1,064
246
15,569
4,702
200
379
53
38,438
4,800
1,014
2,991
TR
TR
TR
-
8.70%
8.70%
8.90%
-
7,250
(111)
(209)
(469)
(986)
(182)
(238)
(804)
(990)
-
18,434
17,933
7,250
(111)
(209)
(469)
(986)
(49)
(40)
(182)
(238)
(804)
(990)
(464)
(452)
4,516
(115)
(214)
(469)
(986)
(188)
(207)
(804)
(995)
-
18,224
17,728
4,516
(115)
(214)
(469)
(986)
(50)
(40)
(188)
(207)
(804)
(995)
(464)
(452)
126,693
208,075
122,429
203,138
100
Non-current
Santander BSS (a)
Banco Ita Unibanco PSC (c)
Santander BHS Expanso V (d)
Banco Ita Unibanco VLG (e)
BNDES JDS sub-tranche A (f)
BNDES JDS sub-tranche B (f)
BNDES JDS sub-tranche C (f)
BNDES CGS sub-tranche A (g)
BNDES CGS sub tranche B (g)
BNDES CGS sub-tranche C (g)
BNDES CGS sub-tranche D (g)
Companhia Real de Distribuio (h)
Banco do Brasil (i)
Banco Ita Unibanco MTE (j)
Banco do Brasil (k)
Banco Bradesco (l)
Banco Santander Multiplan Greenfield IV
(m)
Banco Santander Multiplan Greenfield II
(m)
Banco do Brasil BRS VII (n)
Funding costs - Santander BHS EXP
Funding costs - Ita Unibanco PSC
Funding costs - BNDES JDS
Funding costs - BNDES CGS
Funding costs - Ita Unibanco VLG
Funding costs - Banco do Brasil
Funding costs - Banco do Brasil
Funding costs - Banco do Brasil
Loan costs - Banco Bradesco MTE
Funding costs - Ita Unibanco MTE
Funding costs - Multiplan Greenfield IV
Funding costs - Multiplan Greenfield II
(a)
Index
Average annual
interest rate
March 31, 2015
Parent
company
Consolidated
Parent
company
Consolidated
TR
TR
TR
TR
TJLP
TJLP
TJLP
TJLP
IPCA
TJLP
TJLP
% do CDI
% do CDI
% do CDI
CDI +
9.12%
9.35%
8.70%
9.35%
3.38%
1.48%
3.32%
2.32% + 7.27%
1.42%
110%
109.75%
110%
1.00%
5,826
95,045
47,757
249,549
496
95,455
100,000
50,000
300,000
5,826
95,045
47,757
249,549
53,105
2,393
554
40,217
14,882
518
980
496
95,455
100,000
50,000
300,000
11,497
97,322
50,543
255,356
509
111,364
100,000
50,000
300,000
11,497
97,322
50,543
255,356
59,008
2,659
616
44,111
14,107
568
1,075
509
111,364
100,000
50,000
300,000
TR
8.70%
172,048
174,644
TR
TR
-
8.70%
8.90%
-
90,637
(202)
(964)
(6,211)
(2,793)
(463)
(2,248)
(4,582)
(860)
-
167,366
90,637
(202)
(964)
(98)
(103)
(6,211)
(2,793)
(463)
(2,248)
(4,582)
(860)
(4,334)
(4,216)
93,021
(228)
(1,015)
(6,464)
(3,038)
(503)
(2,324)
(4,783)
(978)
-
169,891
93,021
(228)
(1,015)
(113)
(110)
(6,464)
(3,038)
(503)
(2,324)
(4,783)
(978)
(4,450)
(4,330)
1,016,442
1,459,754
1,050,279
1,507,955
1,143,136
1,667,829
1,172,708
1,711,093
On September 30, 2008, the Company entered into a financing agreement with Banco ABN AMRO Real S. A., later merged into Banco Santander, to build
a shopping center in Porto Alegre in the amount of R$122,000. This financing bore interest of 10% p.a., plus the Referential Rate (TR), and is repaid in 84
monthly installments beginning July 10, 2009. This agreement provides for the annual renegotiation of the interest rate so that it remains between 95% and
105% of CDI. Therefore, the interest rate will be changed whenever: (i) pricing (interest rate plus TR) remains below 95% of the average CDI for the last 12
months; Or (ii) pricing (interest rate plus TR) remains above 105% of the average CDI for the last 12 months. For this reason, the charges on the financing
for 2014/2015 were adjusted from 9.87% to 9.12% p.a. plus TR. All financing amount was released through March 31, 2015. As a collateral for the loan, the
Company provided a mortgage on the financed property, including all accessions and improvements to be made, and assigned the receivables from lease
contracts and the rights on the financed property, which shall correspond, at least, to a minimum volume equivalent to 150% of the amount of one monthly
installment until the debt is fully settled. On August 7, 2013, the 1st amendment to the financing agreement was signed, changing the financial covenant of
total bank debt / EBITDA less than or equal to 4 times to "net bank debt" / EBITDA less than or equal to 4 times.
Financial Covenants of the contract:
Total debt/ shareholders equity less than or equal to 1.
Net debt/ EBITDA less than or equal to 4x.
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
101
(b)
On May 28, 2008, the Company and co-owner Shopping Anlia Franco entered into a credit facility agreement with Banco Ita Unibanco S.A. to renovate
and expand Shopping Analia Franco in the total amount of R$45,000, of which 30% is the Companys responsibility. This financing bore interest of 10%
p.a. plus the Referential Rate (TR), and is repaid in 71 monthly installments beginning January 15, 2010. All financing amount was released through March
31, 2015. As a collateral for the loan, the Company assigned Shopping Center Jardim Anlia Franco to Banco Ita Unibanco, which was assessed at the
amount of R$676,834, until all contractual obligations are met.
(c)
On August 10, 2010, the Company entered into a bank credit note with Banco Ita Unibanco S.A. for the construction of Park Shopping So Caetano,
amounting to R$140,000. This credit note bore interest based on the Referential Rate (TR) plus 9.75% p.a. and it will be repaid in 99 consecutive, monthly
installments, the first maturing on June 15, 2012. All financing amount was released through March 31, 2015. As collateral for the loan, the Company
assigned the receivables from lease agreements and store rights in the financed developments, which should correspond, at least, to a minimal movement
equivalent to 120% of one monthly installment, since the inauguration of Park Shopping So Caetano, until the debt is fully settled. On September 30, 2013,
the 1st amendment to the financing agreement was signed, changing: (i) the contracts adjustment rate from Referential Rate (TR) + 9.75% per year to TR +
9.35% per year, and (ii) the final repayment deadline from August 15, 2020 to August 15, 2025.
(d)
On November 19, 2009, the Company entered into with Banco ABN AMRO Real S.A., later merged into Banco Santander, a loan agreement to finance the
renovation and expansion of BH Shopping, in the amount of R$102,400. Such financing bore interest of 10% p.a. plus the Referential Rate (TR), and will be
repaid in 105 monthly, consecutive installments beginning December 15, 2010. The amount of R$97,280 was released until Match 31, 2015. The loan is
collateralized by the chattel mortgage of 35.31% of the financed property, which results in an amount of R$153,599 (contract execution date) for the
collateralized portion, and assigned the receivables from lease contracts and the rights on the financed property, which correspond, at least, to a minimum
volume equivalent to 120% of one monthly installment until the debt is fully settled. On August 28, 2013, the 1st amendment to the financing agreement was
signed, changing: (i) the financial covenant of total bank debt / EBITDA less than or equal to 4 times to "net bank debt" / EBITDA less than or equal to 4
times, (ii) the rate of operation of TR + 10% p.a. to TR + 8.70% p.a.
Financial Covenants of the contract:
Total debt/ shareholders equity less than or equal to 1.
Net debt/ EBITDA less than or equal to 4x.
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
(e)
On November 30, 2010, the Company entered into a bank credit note with Banco Ita Unibanco S.A. for the construction of Shopping Village Mall,
amounting to R$270,000. Such financing bore interest based on the Referential Rate (TR) plus 9.75% p.a. and it will be repaid in 114 consecutive, monthly
installments, the first maturing on March 15, 2013. All financing amount was released through March 31, 2015, including the additional amount of
R$50,000, signed on July 4, 2012. The credit note is collateralized by mortgage on the land and all accessions, constructions, facilities and improvements
therein, which were assessed at the amount of R$370,000 as at that date. Additionally, the Company assigned the receivables from lease agreements and
rights on the stores in the financed development, which correspond, at least, to a minimal movement equivalent to 100% of the amount of one monthly
installment, beginning January, 2015, until the debt is fully settled. On July 4th, 2012, the Company signed an amendment to the bank credit note for the
construction of Shopping Village Mall, changing the following: (i) the total amount contracted from R$270,000 to R$320,000, (ii) The covenant of net debt
to EBITDA from 3.0x to 3.25x, and (iii) The starting date for checking the restricted account from January 30, 2015 to January 30, 2017. On September 30,
2013, the 2nd amendment to the financing agreement was signed, changing: (i) the contracts adjustment rate from Referential Rate (TR) + 9.75% per year
to TR + 9.35% per year, (ii) the final repayment deadline from November 15, 2022 to November 15, 2025, and (iii) the net debt covenant from 3.25 times
the EBITDA to 4.0 times the EBITDA.
All other terms of the original contract remain unchanged.
Financial Covenants of the contract:
Net debt/ EBTIDA less than or equal to 4.0 x.
EBITDA/ net financial expenses greater than or equal to 2x.
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
(f)
On June 6, 2011, the Company entered into loan agreement 11.2.0365.1 with the Brazilian Development Bank (BNDES) to finance the construction of
Jundia Shopping. The loan was divided as follows: R$117,596 for tranche A, R$5,304 for tranche B and R$1,229 for tranche C. Tranche A will
bear long-term interest 2.38% (TJLP) plus 1.00% p.a., tranche B, which will be used to purchase machinery and equipment, will bear TJLP plus 1.48%
p.a. and tranche C, which will be used to invest in social projects in the City of Jundia, will bear TJLP without spread. All tranches have been repaid in 60
consecutive, monthly installments, the first maturing on July 15, 2013. All financing amount was released through March 31, 2015. No guarantee was
granted for this instrument.
As mentioned in Note 1.1., the decrease in the parent refers to the transfer of the loan to the investee Jundia Shopping Center Ltda.
Financial Covenants of the contract:
Total debt/Total assets less than or equal to 0.50
EBITDA margin greater than or equal to 20%
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
(g)
On October 4, 2011, the Company entered into financing agreement 11.2.0725.1 with the National Bank for Economic and Social Development - BNDES to
finance the construction of ParkShopping Campo Grande. Such loan was divided as follows R$77,567 for tranche A, R$19,392 for tranche B, R$1,000
for tranche C and R$1,891 for tranche D. Tranche A bears interest of 2.32% p.a. above the Long-Term Interest Rate (TJLP) plus interest of 1% p.a.
Tranche B bears interest of 2.32% p.a. above the referential rate informed by BNDES based on the rate of return of NTN-B. Tranche C, which will be
used to invest in social projects in the municipality of Rio de Janeiro, bears TJLP. Tranche D, which will be used to purchase machinery and equipment,
bears interest of 1.42% p.a. above the TJLP. Tranches "A", "C" and "D" will be repaid in 60 monthly, consecutive installments, the first maturing on
November 15, 2013, and tranche "B" will be repaid in 5 annual, consecutive installments, the first maturing on October 15, 2014. All financing amount was
released through March 31, 2015. No guarantee was granted for this instrument.
As mentioned in Note 1.1, the decrease in the parent refers to the transfer of the loan to the investee Parkshopping Campo Grande Ltda.
Financial Covenants of the contract:
Total debt/Total assets less than or equal to 0.50
EBITDA margin greater than or equal to 20%
102
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
(h)
The balance payable to Companhia Real de Distribuio arises from the intercompany loan with merged subsidiary Multishopping to finance the
construction of BarraShopping Sul, to be settled in 516 monthly installments of R$4, as from the hypermarket inauguration date in November 1998, with no
interest or inflation adjustment.
(i)
On January 19, 2012, the Company entered into a bank credit note with Banco do Brasil in the total amount of R$175,000, in order to strengthen its cash
position. No guarantee was granted. Interest will be paid semiannually and principal as follows:
Initial date
Final date
Amount
Interest rate
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/13/2014
07/13/2014
01/13/2015
07/13/2015
01/13/2016
07/13/2016
01/13/2017
07/13/2017
01/13/2018
07/13/2018
01/13/2019
15,909
15,909
15,909
15,909
15,909
15,909
15,909
15,909
15,909
15,909
15,909
110.0% CDI
110.0% CDI
110.0% CDI
110.0% CDI
110.0% CDI
110.0% CDI
110.0% CDI
110.0% CDI
110.0% CDI
110.0% CDI
110.0% CDI
On August 6, 2012, the Company contracted eight credits notes (CCB), with Banco Ita BBA, in total amount of R$100,000 in order to consolidate its cash
position. No guarantee was granted for such instruments. The interests will be paid semiannually and principal in 1 installment to be paid on August 8, 2016.
Initial date
Final date
Amount
Interest rate
08/06/2012
08/08/2016
100,000
109.75% CDI
(k)
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
On October 31, 2012, the Company contracted a bank credits note (CCB), with Banco do Brasil S/A, in total amount of R$50,000 in order to consolidate its
cash position. No guarantee was granted. Interest will be paid quarterly and principal in 1 installment to be paid on October 30, 2017.
Initial date
10/31/2012
Final date
10/30/2017
Amount
Interest rate
R$50.000
110.00% CDI
On December 11, 2012, the Company entered into a bank credit note with Banco Bradesco S/A in the total amount of R$300,000, in order to strengthen its
cash position. No guarantee was granted. Interest will be paid semiannually and principal in three annual installments as follows.
Initial date
Final date
Amount
Interest rate
12/11/2012
12/11/2012
12/11/2012
11/16/2017
11/12/2018
11/05/2019
R$100,000
R$100,000
R$100,000
On August 07, 2013, the subsidiaries Multiplan Greenfield II Empreendimento Imobilirio Ltda and Multiplan Greenfield IV Empreendimento Imobilirio
Ltda signed with Banco Santander S.A. a loan agreement to finance the construction of the project Morumbi Corporate, located in So Paulo. The total
contracted amount was R$ 400,000, and each company was responsible for its interest in the project, as follows: 49.3104% to Multiplan Greenfiled II and
50.6896% to Multiplan Greenfiled IV. This financing bears interest of 8.70% p.a., plus the Referential Rate (TR), and has been repaid in 141 monthly
installments beginning November 15, 2013. As of March 31, 2015, the financing had been fully released. As a collateral for the loan, the subsidiaries
collateralized the fraction of 0.4604509 of financed property. Such fraction is represented by a number of independent units, and assigned the receivables
from lease contracts and the rights on the financed property, which shall correspond, at least, to a minimum volume equivalent to 120% of the amount of one
monthly installment until the debt is fully settled. In addition to these guarantees, the Parent Company Multiplan Empreendimentos Imobilirios was the
guarantor of the subsidiaries.
Financial Covenants of the contract:
There are no financial covenants herein
103
(n)
On October 16, 2014, the Company entered into a credit facility agreement with Banco do Brasil S/A, for the construction of the seventh expansion of the
BarraShopping, located in the city of Rio de Janeiro, which was concluded in 2014. The total amount contracted was R$ 100,000. This financing bears
interest of 8.90% p.a., plus the Referential Rate (TR), and has been repaid in 108 monthly installments beginning August 15, 2015. As collateral for the loan,
the Company provided a Bank Deposit Certificate (CDB) corresponding to 120% of the amount of a monthly installment up to the full settlement of the
debt. Financing amount of R$ 97,000 was released through March 31, 2015, being R$ 94,426 net of funding costs and tax on financial transactions (IOF).
Financial Covenants of the contract:
Net debt/ EBTIDA less than or equal to 4.0 x.
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
As of March 31, 2015, the Company satisfied all covenants of loan and financing agreements in effect.
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
As of March 31, 2015, the Company satisfied all covenants of loan and financing agreements in
effect.
Ebtida used to calculate financial covenants follow the definition set forth in the loan
agreements.
Non-current loans and financing mature as follows:
March 31, 2015
Parent
company
Consolidated
Parent
company
Consolidated
164,378
238,676
631,711
227,408
321,062
938,358
203,501
242,005
624,105
285,217
323,720
927,352
1,034,765
1,486,828
1,069,611
1,536,289
Funding costs
2016
2017
2018 onwards
(3,455)
(4,054)
(10,814)
(4,206)
(5,053)
(17,816)
(3,640)
(4,031)
(11,661)
(4,643)
(5,031)
(18,660)
(18,323)
(27,075)
(19,332)
(28,334)
1,015,942
1,459,753
1,050,279
1,507,955
14
Accounts payable
March 31, 2015
Suppliers
Contractual retentions
Compensations payable
Labor obligations
Parent
company
Consolidated
Parent
company
Consolidated
16,125
9,437
2,945
30,301
40,504
13,749
5,045
30,725
16,902
7,712
1,891
33,310
37,990
11,789
4,291
35,346
58,808
90,023
59,815
89,416
104
15
Debentures
3rd issue of debentures for primary public distribution
On October 15, 2014, the Company completed the 3rd issue of debentures for primary public
distribution, in the amount of R$400,000. 40,000 simple, non-convertible, book-entry,
registered and unsecured debentures were issued in a single series for public distribution with
restricted efforts, on a firm guarantee basis, with par value of R$10. The transaction will be
repaid in two equal installments at the end of the fifth and sixth year with bear semi-annual
interest. The final issuance price was set on September 25, 2014 through a book building
procedure with remuneration set at 100% of the accumulated fluctuation of average daily DI
rates increased on a compounded basis by a spread or surcharge of 0.87% p.a. The total
estimated debentures transaction cost was R$ 2,055. The net proceeds obtained by the Company
with the Issuance will be fully used to (i) perform the early redemption of the total simple, nonconvertible, unsecured, single-series debentures of the Company's second issuance; And (ii) the
remaining balance to defray general expenses and settle short- and long-term debts and/or
reinforce the working capital of the Company and/or its subsidiaries. The financial covenants of
these debentures was: (i) net debt/ EBITDA less than or equal to 4.0; (ii) EBITDA/ net interest
expense greater than or equal to 2.
Up to March 31, the first installment of semi-annual interest whose maturing on April 15, 2015
was not overdue.
As of March 31, 2015, the Company presents the financial ratios within the limits preestablished in the indenture.
Ebtida used to calculate financial covenants follow the definition set forth in the loan
agreements.
Any change or renegotiation of terms or conditions in the aforementioned Indenture should be
approved by debenture holders, subject to the rules and quorum set forth therein.
16
Current
Land So Caetano (a)
Land So Caetano Quadra H (b)
Land Canoas (c)
Other
Parent
company
Consolidated
Parent
company
Consolidated
9,096
269
9,096
11,442
5,779
269
15,198
269
15,198
11,227
5,684
269
9,365
26,586
15,467
32,378
7,764
5,778
10,425
7,104
13,542
17,529
9,365
40,128
15,467
49,907
Non-current
Land So Caetano Quadra H (b)
Land Canoas (c)
Total
105
(a)
Through a purchase and sale agreement dated July 9, 2008, the Company acquired a plot of land in the city of So
Caetano do Sul. The acquisition price was R$81,000, of which R$10,000 was paid when the contract was signed. On
September 8, 2009, through a partial renegotiation purchase and sale private instrument and other covenants, the parties
recognized the outstanding balance of R$71,495, partially adjustable, to be settled as follows: (i) R$ 4,000 on September
11, 2009; (ii) R$ 4,000 on December 10, 2009; (iii) R$247 on October 10, 2012 adjusted based on the IGP-M fluctuation
plus interest of 3% per year as from the instrument signature date; (iv) R$31,748 in 64 monthly installments, adjusted in
accordance based on the IGP-M fluctuation plus interest of 3%, in the amount of R$540, the first installment maturing on
January 10, 2010; and (v) R$31,500, subject to adjustment (if the amount is paid in cash), to be settled according to the
Companys choice, through transferring of the built area (6,600 m) or in 36 monthly end successive installments
monetarily restated by the IGP-M plus 3% interest per year being the first installment due on October 9, 2012, as set
forth in the instrument.
On May 22, 2012, the Company opted to pay the amount relating to item (v) above in cash.
(b)
Through a purchase and sale agreement dated June 7, 2013, the Company acquired, by means of its subsidiary Morumbi
Business Center Ltda, a plot next to ParkShopping So Caetano, located in the city of So Caetano do Sul. The
acquisition price was R$46,913, of which R$11,728 was paid on the signature date. The remaining balance of R$35,185
will be settled as follow: (i) 48 monthly installments of R$367, the first maturing on July 7, 2013 and (ii) 36 monthly
installments of R$489, the first maturing on July 7, 2013. Payments are monetarily restated by IGP-M fluctuation plus
interest of 2% p.a.
(c)
By means of the Private Instrument for Purchase and Sale dated August 15, 2013, the Company, by means of its
subsidiary, Multiplan Greenfield VII Empreendimento Imobilirio Ltda. Promised to acquire, from Unipark
Empreendimentos e Participaes Ltda., 84.5% of a piece of land measuring 93,603.611 m, located in the municipality
of Canoas, state of Rio Grande do Sul, for R$ 51,000. That amount will be settled as follows: (i) R$ 33,000 by assuming
the obligation to build a shopping center in that location (which will include the 15.5% fraction retained by the land
seller) and (ii) R$ 18,000 in cash. The cash portion, in turn, will be settled as follows: (i) R$ 2,000 as a down payment,
which was paid upon the promising agreement, and; (ii) R$ 16,000 in 36 successive monthly installments, the first of
which in the amount of R$ 446 and the others in the amount of R$ 444.4, the first maturing 30 days after the approval of
the shopping center architectural design and subsequent obtaining of the construction permit, and the other installments
on the same day in subsequent months. This condition was fulfilled on March 27, 2014, in a manner that the payment of
this portion started on April 27, 2014. Those amounts will be corrected in accordance with the positive variation of the
General Market Price Index of the Getulio Vargas Foundation (IGP-M/FGV), by adopting as base date the date when the
Instrument was signed. The instrument is subordinated to suspensive conditions.
The non-current portion for liabilities for acquisition of assets matures as follow:
2016
2017
106
Consolidated
Consolidated
9,646
3,896
14,104
3,425
13,542
17,529
17
INSS payable
PIS and COFINS payable
Service tax payable
Income and social contribution taxes
payable
IRRF payable
Other
18
18.1
Parent
company
Consolidated
Parent
company
Consolidated
68
6,097
-
301
7,710
1,465
139
11,761
127
451
13,806
1,895
28,414
205
29,776
10,316
4,393
11,938
535
6,585
11,938
10,501
34,784
49,568
28,893
45,176
December
31, 2014
Additions
Write-offs
March
31, 2015
1,244
9,391
3,863
5
363
318
-
(5,663)
-
1,244
4,091
4,181
5
14,503
681
(5,663)
9,521
Consolidated
December
31, 2014
Additions
Write-offs
March
31, 2015
1,244
9,979
4,032
67
363
348
-
(5,663)
(16)
-
1,244
4,679
4,364
67
15,322
711
(5,679)
10,354
Provisions for administrative proceedings and lawsuits processes were recognized to cover
probable losses on administrative proceedings and lawsuits related to civil, tax and labor issues,
in an amount considered sufficient by Management, based on the opinion of its legal counsel, as
follows:
(a)
The Company was a party to lawsuits involving the collection of PIS (Social Integration Program contribution) and
COFINS (Social Contribution on Income) on lease income and other income that does not meet the definition of
gross income, pursuant to Law No. 9,718/98, referring to the period from 1999 to 2004. These taxes were calculated
in accordance with prevailing tax laws and deposited with the courts.
107
Currently, the provision comprises only the PIS amounts levied on lease income, considering final favorable court
decisions obtained in these lawsuits disputing the levy of these contributions on other income. The Company
requested in court the conversion into income of the deposits referring to the accrued portion and the release of the
other amounts. Up to now, the Company is awaiting the total fulfillment of its request.
(b)
The Companys subsidiary Renasce is a defendant in a claim filed by the Electoral Court in connection with
donations made in 2006 in excess of the limit allowed by the Electoral Law. In September 2012, based on the
opinion of its legal counsel, the Company recorded a provision for risks in the amount of R $ 5,663. In 2014, due to
the final judgment of the decision rendered by the Superior Electoral Court in the proceedings of the Electoral special
appeal, the Renasce was ordered to pay a fine in the amount provisioned electoral, which will be paid within sixty
(60) monthly installments.
(c)
In March 2008, based on the opinion of its legal counselors, the Company recognized provision for contingencies and
a correspondent escrow deposit in amount of R$3,228 relating to two indemnity claims filed by the relatives of
victims in a homicide which occurred in the Cinema V of Morumbi Shopping on November 3, 1999, requiring the
payment of indemnity for material damage (pension payment) and pain and suffering. Currently, six lawsuits relating
to the incident at the MBS cine are in the Superior Court and two have already been judged.
Given to the precedent originated by the Superior Court decision in the trial mentioned above and due to the fact, the
Companys legal counselors reassessed their prognostic in these case and classified as possible and the provision
previously formed, reversed in the quarter ended September 30, 2012.
The remaining balance of the provisions for civil contingencies consists of various claims in insignificant amount
filed against the shopping centers in which the Company holds equity interest.
(d)
The Company is also a party to a civil class action brought by the Public Prosecution Office of Labor before the
Regional Court of the State of Rio Grande do Sul, where matters related to the compliance with occupational safety
and health laws at the construction site of BarraShoppingSul are discussed. In this action, the Public Prosecution
Office of Labor requested that the Company be sentenced to pay indemnity for collective pain and suffering in the
amount of R$6,000 and daily fine by breach in the amount of R$5, by employee, and also, its joint liability for the
performance of all labor obligations of the companies engaged to carry out the construction work. The action was
assigned to the 28th Labor Court of Porto Alegre. The Company was sentenced by the lower court to pay indemnity
as collective pain and suffering of R$300 and daily fine for breach of occupational safety and health laws in
connection with the employees of companies engaged to carry out the construction work.
Additionally the Labor Court recognized the Company's joint and several liability with the companies hired to
perform the work. Recently, this action was final decision, which condemned Multiplan to pay compensation for
collective moral damages in the amount of R $ 200 and compensation for diffuse material damage the amount of $
150 Because of this conviction, on July 29 2013, we have paid the debt in the amount of R $ 393. despite the actual
payment of the debt, the process is still ongoing, since the Ministry of Labor also ascertains compliance with safety
legislation and occupational medicine in the works surrounding the BarraShoppingSul.
On the other hand, since the Public Civil Action was caused by a breach of safety and occupational medicine rules in
the performance of works of BarraShoppingsul project, and Racional Engenharia is the company responsible for the
construction, we made an agreement with Racional so that it will repay the amount of R$ 393.
108
December 31,
2014
Tax
Civil and administrative
Labor
26,328
14,837
16,007
26,245
14,267
18,873
Total
57,172
59,385
In December 2011, the Company was notified by the Brazilian Federal Revenue Service, which
notification gave rise to two administrative proceedings:
Tax
a.
ITBI (Property Transfer Tax) collection arising from full merges of companies which owned
properties. The disputes regarding the levy of this tax are concentrated in the cities of So Paulo
(R$ 6,249), Curitiba (R$ 6,341), Braslia (R$ 1,708) and Belo Horizonte (R$ 5,494). In all
cases, the Company requests the acknowledgment of the non-applicability of ITBI (Property
Transfer Tax) based on the provisions of Article 37, paragraph 4, of the Brazilian Tax Code.
The Company filed a Writ of Mandamus to stay the collections in Curitiba and Braslia. The
lawsuit referring to the city of Curitiba obtained a favorable decision in the first instance and is
awaiting judgment of the appeal filed by the National Treasury at the Supreme Federal Court.
The disputes in Braslia obtained unfavorable decisions in the first and second instances and are
awaiting judgment by the superior courts (Superior Court of Justice and Supreme Federal
Court). In So Paulo, four tax collection proceedings have been filed and are still pending
judgment.
In Belo Horizonte, the disputes continue at the administrative level. The Company obtained a
favorable decision in the first instance in one of the lawsuits and is awaiting judgment of the
appeal.
Labor
The Company is a defendant in 201 labor claims filed against the Shopping Centers where it
holds equity interest, in a total estimated amount of R$16,007; no labor claim was considered as
individually significant.
Additionally, the Company was a party to a civil class action brought by the Public Prosecution
Office of Labor before the Regional Labor Court of the State of Paran and to a series of
administrative proceedings before the Public Prosecution Office of the State of Paran and
Minas Gerais which challenge the legality of the work in shopping centers on Sundays and
holidays.
109
As of December 31, 2014, the Company did not recognize any amount with respect to said civil
class action since its legal counsel assess the likelihood of loss as possible. As at December 31,
2014, with respect to administrative proceedings, the Company did not recognize any amount
since, despite the fine be estimated as probable, a potential penalty imposed at the
administrative level may be challenged at court. The Company believes that the likelihood of
loss of this action is possible.
Contingent assets
a.
On June 26, 1995, the consortium comprising the Company (successor of Multishopping
Empreendimentos Imobilirios S.A.) and Bozano, Simonsen Centros Comerciais S.A., Pinto de
Almeida Engenharia S.A., and In Mont Planejamento Imobilirio e Participaes Ltda.
advanced the amount of R$6,000 to the Clube de Regatas do Flamengo to be deducted from the
income earned by the Club after the opening of the shopping center located in Gvea, which
was the object of the consortium. However, the project was cancelled, and Clube de Regatas do
Flamengo did not return the amount advanced. The consortium members decided to file a
lawsuit claiming the reimbursement of the amount advanced. The Club filed motions for stays
of execution, but they were ruled as groundless by a decision of the Court of Justice of the State
of Rio de Janeiro. Currently, those stays of execution are the object of a special appeal filed by
the Club, and pending a decision. The lawyers in charge of defending the Companys interest
consider that the likelihood of a favorable outcome in that appeal is improbable, and for this
reason they expect that the decision on the groundlessness of the status of execution will be
upheld. Accordingly, they consider as probable the likelihood of a favorable outcome in the outof-court execution of the security.
Although the restated amount of the debt can be calculated, it is not feasible to determine when
it will be received, and, for this reason, the Company did not record the total amount of the debt
in its books, but only the amounts that are being received by means of constrictional acts of the
mentioned execution.
Regarding the amounts received, the Company recognized as income the amount of R$1,911 in
2012, and R$872 in 2013. No receipts during the year ended December 31, 2014.
110
18.2
Judicial deposits
Parent company
Judicial deposits
Additions
Write-offs
5,027
5,080
642
527
30
-
(37)
-
5,027
5,043
672
527
11,276
30
(37)
11,269
Transfers
Consolidated
Judicial deposits
(a)
19
Additions
Write-offs
5,748
31
6,007
663
920
30
-
(37)
(30)
-
13,369
30
(67)
Transfers
-
5,748
31
5,970
663
920
13,332
The balance of the PIS and COFINS deposits refers to the court disputes described in Note 18, item a.
Current
Non-current
(a)
Parent
company
Consolidated
Parent
company
Consolidated
94,309
(91,796)
1,416
137,977
(121,134)
1,416
100,771
(79,678)
1,429
144,879
(108,112)
1,429
3,929
18,259
22,522
38,196
10,329
(6,400)
18,493
(234)
24,394
(1,872)
33,541
4,655
Refers to cost related to brokerage of assignment of rights and key money. The key money is an incentive offered by the
Company to a few storeowners for them to establish in a shopping center of Multiplan Group.
111
20
a.
Shareholders' equity
Capital
As of March 31, 2015, the Companys capital is represented by 189,997,214 common and
preferred shares (189,997,214 common and preferred shares as at December 31, 2014)
registered and book-entry, with no par value, distributed as follows:
Number of shares
March 31, 2015
Shareholder
Multiplan Planejamento. BP Participaes e
Administrao S.A.
1700480 Ontrio Inc.
Jos Isaac Peres
FIM Multiplus Investimento no Exterior Credito
Privado
Maria Helena Kaminitz Peres
Outstanding shares
Board of
Management and Executive Board
Total outstanding shares
Treasury shares
Common
Preferred
Total
Common
Preferred
Total
42,123,783
42,947,201
9,645,691
11,858,347
-
42,123,783
54,805,548
9,645,691
42,123,783
42,947,201
10,145,691
11,858,347
-
42,123,783
54,805,548
10,145,691
1,082,068
2,459,756
78,341,398
1,082,068
2,459,756
78,341,398
1,082,068
2,459,756
77,570,053
1,082,068
2,459,756
77,570,053
35,276
35,276
157
157
176,635,173
11,858,347
188,493,520
176,328,709
1,503,694
1,503,694
1,810,158
178,138,867
11,858,347
189,997,214
178,138,867
11,858,347 188,187,056
-
11,858,347 189,997,214
On March 27, 2013, the Board of Directors approved a capital increase within the authorized
limit, through the issuance of 10,800,000 new shares under the public offering mentioned in
Note 1.2 - Initial Public Offering. The operation costs amounted to R$26,660 (R$17,612 net of
taxes) recorded in Shareholders Equity. On April 3, 2013, the funds from the public offering,
considering a unit value per share of R$ 58.00, in amount of R$ 626,400 were received. There
was no Greenshoe.
b.
Treasury shares
The Company acquired 5,596,100 common shares up to March 31, 2015 (5,336,100 up to
March 31, 2014). Up to March 31, 2015, 4,092,406 shares were used to settle the exercise of
stock options. As of December 31, 2015, treasury shares totaled 1,503,694 shares (2,559,694
shares as at March 31, 2014). For further information, see Note 20(h).
As of March 31, 2015, the percentage of outstanding shares (outstanding and Board of Directors
and Executive Board shares) is 41.24% (39.71% as of March 31, 2014). The treasury shares
were acquired at a weighted average cost of R$ 50.11 (value in reais), a minimum cost of R$
9.80 (value in reais) and a maximum cost of R$59.94 (value in reais). The share trading price
calculated based on the last price quotation before period end was R$ 56.05 (value in reais).
c.
112
1,810,158
Under article 39, 3 of the Companys Bylaws, the minimum compulsory dividend will not be
paid in the year in which the Companys bodies inform to the Annual General Meeting that such
payment is incompatible with the Companys financial condition, it being understood that the
Supervisory Board, if any, will issue an opinion thereon. Dividends so retained will be paid
when the financial condition permits.
On June 30, 2014, the gross amount of R$ 70,000 assigned to the Companys shareholders
registered as such on the said date, corresponding to R$ 0.37265147 per share, before the
withholding of 15% of income tax, except for those shareholders who are tax-exempt or taximmune as set forth in the applicable laws. This amount was paid to the shareholders on
November 18, 2014 and was attributed to the minimum compulsory dividend for the year ended
December 31, 2014, at net value.
(ii)
On December 22, 2014, the gross amount of R$ 85,000 assigned to the Companys shareholders
registered as such on the said date, corresponding to R$0.45153429 per share, before the
withholding of 15% of income tax, except for those shareholders who are tax-exempt or taximmune as set forth in the applicable laws. This amount will be paid to the shareholders of the
Company by May 31, 2015 and was attributed to the minimum compulsory dividend for the
year ended December 31, 2014, at net value.
2014
Net income (loss) for the year
Allocation to legal reserve
368,201
(18,410)
349,791
87,448
133,033
The total amount of interest on capital is within the limits set forth in Paragraph 1, Article 9 of
Law 9,249/95.
On February 20, 2015, the Board of Directors approved the proposed for distribution of
additional dividends in the amount of R$ 19,896, based on the Balance sheet of December 31,
2014. This amount shall be paid within 60 days of the Assembly Company's Annual General.
This decision will be submitted for approval at the Company's Annual General Meeting
(occurred on April 29, 2015.
113
d.
114
Maximum
number of
shares (*)
Quantity of options
exercised up to
March 31, 2015
Program 1
180 days after the Initial Public Offering - 01/26/2008
Program 2
As from the second anniversary - 12/20/2009
As from the third anniversary - 12/20/2010
As from the fourth anniversary - 12/20/2011
Program 3
As from the second anniversary - 06/04/2010
As from the third anniversary - 06/04/2011
As from the fourth anniversary - 06/04/2012
Program 4
As from the second anniversary - 04/13/2011
As from the third anniversary - 04/13/2012
As from the fourth anniversary - 04/13/2013
Program 5
As from the second anniversary - 03/04/2012
As from the third anniversary - 03/04/2013
As from the fourth anniversary - 03/04/2014
Program 6
As from the second anniversary - 03/23/2013
As from the third anniversary - 03/23/2014
As from the fourth anniversary - 03/23/2015
Program 7
As from the second anniversary - 03/07/2014
As from the third anniversary - 03/07/2015
As from the fourth anniversary - 03/07/2016
Program 8
As from the second anniversary - 05/14/2015
As from the third anniversary - 05/14/2016
As from the fourth anniversary - 05/14/2017
Plan 9
As from the second anniversary - 04/15/2016
As from the third anniversary - 04/15/2017
As from the fourth anniversary - 04/15/2018
(*)
100%
1,497,77
3
1,497,773
33.4%
33.3%
33.3%
32,732
32,634
32,634
32,732
32,634
32,634
33.4%
33.3%
33.3%
312,217
311,288
311,295
312,223
311,288
311,288
33.4%
33.3%
33.3%
419,494
418,246
418,260
419,494
406,237
406,225
33.4%
33.3%
33.3%
322,880
321,927
316,290
293,176
292,267
235,131
33.4%
33.3%
33.3%
433,228
425,277
415,295
326,193
255,433
-
33.4%
33.3%
33.3%
443,532
432,220
432,220
167,045
-
33.4%
33.3%
33.3%
544,269
542,640
542,641
33.4%
33.3%
33.3%
726,299
724,125
724,126
Number of shares cancelled due to the termination of the Companys employees before the minimum option exercise term.
115
The average weighted fair value of call options on grant dates, as described below, was
estimated using the Black-Scholes option pricing model, based on the assumptions listed below:
Program 1
Program 2
Program 3
Program 4
Program 5
Program 6
Program 7
Program 8
Plan 9
Price on the
grant date (1)
Index of
adjustment
Quantity
9.80
22.84
20.25
15.13
30.27
33.13
39.60
56.24
48.03
R$25.00 (2)
R$20.00
R$18.50
R$15.30
R$29.65
R$33.85
R$39.44
R$58.80
R$48.90
IPCA
IPCA
IPCA
IPCA
IPCA
IPCA
IPCA
IPCA
IPCA
1,497,773
114,000
1,003,400
1,300,100
966,752
1,297,110
1,347,960
1,689,550
2,214,550
(1)
Closing price on the last day used in the pricing of the stock option plan
(2)
Issue price upon the Companys going public on June 27, 2007
Program 1
Program 2
Program 3
Program 4
Program 5
Program 6
Program 7
Program 8
Plan 9
Volatility
Risk-free rate
Average
maturity
Fair value
48.88%
48.88%
48.88%
48.79%
30.90%
24.30%
23.84%
20.58%
18.15%
12.10%
12.50%
12.50%
11.71%
6.60%
6.30%
3.69%-4.40%
2.90%-3.39%
5.22%-6.09%
3.25 anos
4.50 anos
4.50 anos
4.50 anos
3.00 anos
3.00 anos
3.00 anos
3.00 anos
3.00 anos
R$16.40
R$7.95
R$7.57
R$7.15
R$7.28
R$7.03
R$6.42
R$9.95
R$8.55
The volatility used in the model was based on the standard deviation of historical MULT3, or in
a panel of companies of the sector, in accordance with the stock fluctuation availability and
consistency presented in the market and in the appropriate period. The dividend yield was based
on Companys internal models considering the maturity of each option. The company did not
consider the options anticipated exercise and any market condition other than the assumptions
above.
116
(**)
Price**
(R$)
7,398,395
9,028,970
11,133,550
11,133,550
23.76
34.99
39.45
40.53
1,347,960
1,669,550
2,174,550
-
41.34
57.76
49.73
-
3,514,828
4,274,179
5,283,715
5,590,179
18.01
20.00
23.42
24.25
1,083,556
759,351
1,009,536
306,464
24.80
29.23
37.89
38.48
3,704,313
4,868,254
6,049,707
6,897,222
18.36
21.45
25.68
28.19
1,039,140
1,163,941
1,181,453
847,515
25.89
31.53
42.87
45.10
3,883,567
4,754,791
5,849,835
5,543,371
35.50
45.83
50.85
53.00
Net amount of shares canceled due to the termination of the Companys employees before the minimum option
exercise term.
Price set by the end of the period or the date of exercise.
For share options exercised during 2013, the weighted average market price of shares was R$
58.21. In 2014, the weighted average market price of the shares was R$ 53.21. In the first 3
months of 2015, the weighted average market price of the shares was R$ 48.86.
The effect of the recognition of the payment based on shares in the Shareholders equity and in
Income, in the quarter ended March 31, 2015, was R$3,930 (R$3,085 as of December 31, 2014)
of which R$1,746 (R$1,272 in 2014) refers to the managements portion.
117
21
Parent
company Consolidated
Gross operating income from sales and services:
Stores leased
Parking lots
Services
Key money
Sale of properties
Others
22
Parent
company
Consolidated
161,287
20,182
28,450
4,790
447
199,027
41,866
27,658
7,480
11,286
758
150,520
15,912
32,955
5,335
2,239
868
176,060
35,123
32,278
9,833
25,853
903
215,156
288,075
207,829
280,050
(19,683)
(27,957)
(19,055)
(26,493)
195,473
260,118
188,774
253,557
Consolidated
Consolidated
Services
Parking lot
Leases (1)
Properties (charges, IPTU, rental, common area
maintenance)
Occupancy cost
Other costs
Cost of properties sold
Depreciation and amortization
(709)
(2,072)
(753)
(4,300)
(2,083)
(1,512)
(1,962)
(1,622)
(5,612)
(1,971)
(3,460)
(2,497)
(12)
(24,765)
(4,793)
(5)
(6,745)
(8,334)
(35,230)
(5,610)
(4)
442
(844)
(25,323)
(7,337)
(12)
(3,386)
(15,459)
(35,711)
Total
(33,515)
(62,243)
(34,813)
(71,110)
Costs:
Services rendered
Properties sold
(33,503)
(12)
(53,909)
(8,334)
(33,969)
(844)
(55,651)
(15,459)
Total
(33,515)
(62,243)
(34,813)
(71,110)
118
(1)
On July 28, 1992, the consortium between the Company and IBR Administrao e Participao e Comrcio S,A,
entered into with Clube Atltico Mineiro the lease agreement relating to one property with approximately 13,800m2
in Belo Horizonte, where the DiamondMall was built. The lease agreement is effective for 30 years counted from the
inauguration of DiamondMall, on November 7, 1996. Under the agreement, Clube Atltico Mineiro holds 15% on all
lease payments received from the lease of stores, stands or areas in DiamondMall. Therefore, a minimum lease
amount of R$181 per month is guaranteed twice every December. As of March 31, 2015, the parties were compliant
with all obligations under such agreement.
Consolidated
Consolidated
Personnel
Services
Parking lots
Marketing
Traveling
Properties (charges, IPTU, rental, common area
maintenance)
Occupancy cost
Others
(15,215)
(6,992)
(1,898)
(871)
(15,748)
(8,260)
(50)
(2,150)
(998)
(12,345)
(6,763)
(5,073)
(1,129)
(13,011)
(8,140)
(23)
(5,212)
(1,339)
(470)
(2,029)
1,130
(4,682)
(2,515)
68
(1,160)
(1,513)
(5,400)
(5,926)
(1,918)
(6,557)
Total
(26,345)
(34,335)
(33,383)
(42,126)
Expenses on:
Administrative expense Head office
Administrative expense shopping centers
Expenses on projects for lease
Expenses on projects for sale
(24,395)
(1,011)
(758)
(181)
(25,624)
(6,305)
(1,754)
(652)
(22,865)
(2,473)
(6,079)
(1,966)
(24,465)
(7,614)
(6,334)
(3,713)
Total
(26,345)
(34,335)
(33,383)
(42,126)
119
23
Parent
company Consolidated
24
Parent
company
Consolidated
7,530
8,349
4,389
5,208
(44,003)
1,253
(762)
(14)
893
(53,215)
1,253
(1,137)
(14)
892
(1)
(34,896)
1,387
(673)
401
(9)
(45,824)
1,387
(1,058)
422
(9)
1,099
(25)
366
1,290
(50)
394
1,085
(30)
388
1,291
(53)
418
(329)
44
(329)
(1,906)
(902)
(74)
(902)
(241)
(33,948)
(44,474)
(28,934)
(39,361)
Segment information
For management purposes, the Company recognizes four business segments that account for its
income and expenses. Segment reporting is required since margins, income and expense
recognition and deliverables are different among them. Profit or loss was calculated considering
only the Companys external clients.
Rental income
This refers to amounts collected by mall owners (the Company and its shareholders) in
connection with the areas leased in their shopping centers and office projects. The revenue
includes four types of rental: minimum Rental (based on a commercial agreement indexed to the
IGP-DI), Supplementary Rental (percentage of sales made by storeowners), Merchandising
(rental of an area in the mall) and straight-line rental revenues (exclude the volatility and
seasonality of minimum rental revenues).
Parking income
Income from payments made by clients for the time their vehicles are parked in the parking lot.
120
Expenses
Include expenses on vacant areas, contributions to the promotion fund, legal fees, lease, parking,
brokerage fees, and other expenses arising from the interest held in the projects. The expenses
on the maintenance and operation expenses (common condominium expenses) of the project
will be borne by the storeowners.
Other
Includes depreciation expenses.
The shopping centers assets substantially comprise investment properties of operational
shopping centers and office projects operating and rental receivable and parking lots.
Real estate
Real estate operations include income and expenses from the sale of properties normally built in
the surroundings of the shopping center. As previously mentioned, this activity contributes to
generating client flows to the mall, thus increasing its income. Additionally, the appreciation
and convenience brought by a mall to its neighborhood enable the Company to minimize risks
and increase income from properties sold. Income derives from the sale of properties and their
related construction costs. Both are recognized based on the percentage of completion (POC) of
the construction work. Expenses arise mainly from brokerage and marketing activities.
Finally, the "Other" mainly concerns a real estate project that has been recognized in the balance
sheet and income (loss) by "Investment" and "Equity income (loss)" respectively.
Assets of this segment are concentrated in the inventory of land and property completed and
under construction of the Company and in accounts receivable.
Projects
The operation of projects includes income and expenses arising from the development of
shopping centers and real estate for lease. Development costs are recorded in the balance sheet,
but expenses on marketing, brokerage, property taxes, feasibility studies and other items are
recorded to the Companys income (loss). In the same way, the company believes that most of
its income from Key Money derives from projects initiated over the last 5 years (average period
to recognize income from key money), thus resulting from the lease of stores during the
construction process.
By developing its own projects, the company is able to ensure the quality of the properties that
will compose its portfolio.
Project assets mainly comprise investment properties that have a construction in progress and
accounts receivable (key money) from leased stores.
121
Real estate
Projects
Management
and other
Total
240,893
(53,909)
(6,304)
(31,229)
11,286
(8,334)
(652)
(732)
7,480
(1,754)
(9,397)
28,416
(29,554)
(37,299)
288,075
(62,243)
(38,264)
(78,657)
149,451
1,568
(3,671)
(38,437)
108,911
5,137,866
622,166
189,049
748,027
6,697,108
25
25.1
Real estate
Projects
Management
and other
Total
211,184
(55,651)
(7,614)
(11,812)
25,853
(15,459)
(3,713)
9,609
9,833
(6,334)
(10,380)
33,180
(27,550)
(33,764)
280,050
(71,110)
(45,211)
(46,347)
136,107
16,290
(6,881)
(28,134)
117,382
4,827,103
735,790
197,517
627,873
6,388,283
122
The Companys capital structure is comprised by the net debt (loans, financing, debentures and
liabilities for acquisition of assets detailed in notes 13, 15 and 16, respectively, less cash and
cash equivalents and short-term investments (detailed in note 3) restricted short-term
investments (recorded as other non-current assets), and the Companys shareholders equity
(which includes the capital and reserves explained in note 20).
25.1.1
Indebtedness ratio
Indebtedness ratio is as follows:
Parent company
(a)
Consolidated
03/31/2015
12/31/2014
03/31/2015
12/31/2014
Debt (a)
Cash and cash equivalents and investment
1,572,575
(348,367)
1,596,134
(272,136)
2,128,031
(399,170)
2,168,959
(325,937)
Net debt
1,224,208
1,323,998
1,728,861
1,843,022
4,154,566
29.47%
4,066,877
32.56%
4,157,361
41.59%
4,069,654
45.29%
Debt is defined as short- and long-term loans, financing, debentures and liabilities for acquisition of assets, detailed in
notes 13, 15 and 16.
Of total defined in item (a) above, R$157,910 refers to the amount classified in the parent company and maturing in
the short-term on March 31, 2015 (R$ 147,631 on December 31, 2014) and R$1,414,665 classified in the long term
on March 31, 2015 (R$ 1,448,502 on December 31, 2014). In the consolidated financial statements, as of March 31,
2015, R$ 256,511 is classified as short term (R$ 245,252 December 31, 2014) and R$1,871,519 as long term as of
March 31, 2015 (R$ 1,923,707 December 31, 2014).
(b)
25.2
Market risk
The Company develops real estate projects as complement of its shopping centers projects, its
main business.
In developing real estate projects neighboring our shopping centers, this activity contributes to
the generation of flow of clients to the shopping center, thus expanding results of operations.
Additionally, the appreciation and convenience that a shopping center gives to the surrounding
area, enables us to (i) mitigate real estate project risks, (ii) select part of the public who will
reside or work in the areas of influence of our shopping centers and (iii) increase income from
properties sold.
For this reason, we a substantial landbank in the surrounding areas of our shopping centers.
25.3
123
According to CVM Resolution 550 issued on October 17, 2008, which provides for the
submission of information on derivative financial instruments in the notes, the Company has not
contracted derivative financial instruments; there is no risk from a potential exposure associated
with such instruments.
25.4
(i)
Possibility of fluctuations in the fair value of financing pegged to fixed interest rates, if such rates
do not reflect current market conditions. The Company performs ongoing monitoring of these
indexes. The Company has not identified yet the need to enter into financial instruments to hedge
against interest rate risks.
(ii)
Possibility of unfavorable change in interest rates, which would result in increase in financial
expenses as a result of the debt portion pegged to variable interest rates. As of March 31, 2015, the
Company and its subsidiaries invested their financial resources mainly in Interbank Certificates of
Deposit, yielding interest based on the CDI rate, which significantly minimizes this risk.
(iii)
Inability to obtain financing in case the real estate market presents unfavorable conditions, not
allowing absorption of such costs.
(iv)
Trade accounts receivable, liabilities for acquisition of assets both with fixed interest rates and
post-fixed ones. This risk is administrated by the Company and its subsidiaries aimed at minimize
the exposure to the risk of having an interest rate of accounts receivable equating to its debt.
Debt exposure to different indices is as follows on the following dates:
03/31/2015
TR
CDI
TJLP
IPCA
IGP-M
OTHER
25.5
12/31/2014
Parent
company
Consolidated
Parent
company
Consolidated
548,328
1,014,333
9,096
818
914,351
1,014,333
138,826
19,843
39,859
818
574,819
1,007,062
15,198
831
945,610
1,007,062
148,785
18,809
49,639
831
1,572,575
2,128,031
1,597,910
2,170,736
124
25.6
Credit risk
This risk is related to the possibility of the Company and its subsidiaries posting losses resulting
from difficulties in realizing short-term financial investments. This risk is related to the
possibility of the Company and its subsidiaries posting losses resulting from difficulties in
realizing short-term financial investments.
25.7
Sensitivity analysis
In order to analyze the sensitivity of financial asset and financial liability index to which the
Company is exposed as of March 31, 2015, five different scenarios were defined and an analysis
of sensitivity to fluctuations in the indexes of such instruments was prepared. Based on the
FOCUS report dated March 27, 2015, the IGP-DI, IGP-M and IPCA indexes and TJLP,
projections for 2015 was extracted from the BNDESs official website, The indexes CDI and
the TR rate were extracted from the CETIPs and BM&F BOVESPAs official websites, Such
index and rates were considered as probable scenario and increases and decreases of 25% and
50% were calculated.
Indexes of financial assets and financial liabilities:
Index
CDI
IGP-DI
IGP - M
IPCA
TJLP
TR
Decrease
of 50%
Decrease
of 25%
Probable
scenario
Increase
of 25%
Increase of
50%
6.38%
3.18%
3.05%
4.07%
2.75%
0.45%
9.56%
4.76%
4.58%
6.10%
4.13%
0.68%
12.75%
6.35%
6.10%
8.13%
5.50%
0.90%
15.94%
7.94%
7.63%
10.16%
6.88%
1.13%
19.13%
9.53%
9.15%
12.20%
8.25%
1.35%
125
Financial assets
The gross financial income was calculated for each scenario as of March 31, 2015, based on
one-year projection and not taking into consideration any tax levied on earnings. The sensitivity
for each scenario is analyzed below.
Financial income projection - 2015
Parent company
Cash and cash equivalents and
interest earning bank deposits
Cash and banks
Interest earning bank deposits
Accounts receivable
Trade accounts receivable - store lease
Trade accounts receivable - key money
Trade accounts receivable - sale of units
under construction
Trade accounts receivable - sale of
completed units
Other trade accounts receivables
Increase
of 25%
Increase
of 50%
95,644
252,723
N/A
16,111
N/A
24,167
N/A
32,222
N/A
40,278
N/A
48,333
348,367
16,111
24,167
32,222
40,278
48,333
IGP-DI
IGP-DI
91,890
27,394
2,918
870
4,376
1,305
5,835
1,740
7,294
2,174
8,753
2,609
IGP-DI
IGP-M +
12%
N/A
47,095
35,280
7,088
N/A
7,806
N/A
8,524
N/A
9,242
N/A
9,961
N/A
201,659
10,876
13,487
16,099
18,710
21,323
135% CDI
117% CDI
110%CDI
N/A
7,328
2,320
84
315
631
173
6
N/A
946
260
9
N/A
1,261
346
12
N/A
1,577
433
15
N/A
1,892
519
18
N/A
110% CDI
N/A
1,411
321
99
N/A
148
N/A
198
N/A
247
N/A
297
N/A
11,779
909
1,363
1,817
2,272
2,726
561,805
27,896
39,017
50,138
61,260
72,382
Total
126
Consolidated
Cash and cash equivalents and interest
earning bank deposits
Cash and banks
Interest earning bank deposits
Accounts receivable
Trade accounts receivable - store lease
Trade accounts receivable - key money
Trade accounts receivable - sale of units
under construction
Trade accounts receivable - sale of
completed units
Other trade accounts receivables
Balance at
03/31/2015
Decrease
of 50%
Decrease
of 25%
Probable
scenario
Increase
of 25%
Increase
of 50%
146,447
N/A
N/A
N/A
N/A
N/A
252,723
16,111
24,167
32,222
40,278
48,333
399,170
16,111
24,167
32,222
40,278
48,333
IGP-DI
IGP-DI
122,223
40,168
3,881
1,275
5,821
1,913
7,761
2,551
9,701
3,188
11,642
3,826
IGP-DI
IGP-M +
12%
N/A
117,234
3,722
5,583
7,444
9,305
11,167
47,095
41,811
7,088
N/A
7,806
N/A
8,524
N/A
9,242
N/A
9,961
N/A
368,531
15,966
21,123
26,280
31,436
36,596
7,328
631
946
1,261
1,577
1,892
2,320
84
315
173
6
N/A
260
9
N/A
346
12
N/A
433
15
N/A
519
18
N/A
887
1,411
99
148
198
247
297
321
N/A
N/A
N/A
N/A
N/A
12,666
910
1,364
1,818
2,273
2,727
780,367
32,987
46,654
60,320
73,987
87,656
N/A
100%
CDI
Total
135%
CDI
117%
CDI
110%CDI
N/A
CDI
+1%a.a
110%
CDI
N/A
127
Financial liabilities
For each scenario the Company calculated the gross financial expense, not taking into account
the taxes levied and the flow of maturities for each contract scheduled for 2015. The base date
used was March 31, 2015 projecting indices for one year and verifying their sensitivity in each
scenario.
Financial expenses projection - 2015
Parent company
Remuneration Balance at Decrease Decrease Probable
rate
03/31/2015 of 50% of 25% scenario
Loans and financing
Santander BSS
Santander BHS Exp V
Banco Ita SAF
Banco Ita PSC
Banco Ita VLG
Banco Ita MTE
Bradesco MTE
Banco IBM
Banco do Brasil
Banco do Brasil
Banco do Brasil
Loan Costs - Ita Unibanco PSC
Funding costs - Real BHS Exp V
Funding costs - Ita Unibanco VLG
Funding costs - Bradesco MTE
Funding costs - Banco do Brasil
Funding costs - Banco do Brasil
Funding costs - Banco do Brasil
Loan cost Ita Unibanco MTE
Cia Real de Distribuio
TR + 7.874%
TR + 8.70%
TR + 10%
TR + 9.35%.
TR + 9.35%
109.75% do
CDI
CDI + 1.00%
CDI + 1.48%
110% do CDI
110% do CDI
TR + 8.90%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
IGPM + 3%
N/A
Debentures
Debentures
CDI + 0.87%
Total
Increase Increase
of 25% of 50%
29,129
61,402
1,719
105,138
275,364
2,764
5,618
180
10,724
28,087
2,830
5,756
184
10,961
28,707
2,895
5,895
187
11,197
29,326
2,961
6,033
191
11,434
29,946
3,027
6,171
195
11,670
30,565
101,741
312,257
129,236
51,025
97,887
(1,173)
(313)
(7,201)
(5,386)
(3,779)
(645)
(2,486)
(1,329)
549
7,118
23,029
9,063
3,578
9,152
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
10,678
32,982
13,594
5,367
9,373
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
14,237
42,935
18,125
7,156
9,593
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
17,796
52,889
22,657
8,945
9,813
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
21,355
62,842
27,188
10,734
10,033
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
1,143,135
99,313
120,432
141,546
162,665
183,780
9,096
269
9,365
550
N/A
550
689
N/A
689
828
N/A
828
966
N/A
966
1,105
N/A
1,105
420,074
30,434
43,824
57,214
70,604
83,994
420,074
30,434
43,824
57,214
70,604
83,994
1,572,574
130,297
164,945
199,588
234,235
268,879
128
Consolidated
Remuneration
rate
Probable
scenario
Increase
of 25%
Increase
of 50%
TJLP +3.38%
TJLP +1.48%
TJLP.
TJLP+3.32%
IPCA + 9.59%
TJLP
TJLP + 1.42%
TR + 7.874%
TR + 8.70%
TR + 10%
TR + 9.35%
TR + 9.35%
109.75% do CDI
CDI + 1.00%
CDI + 1.48%
110% do CDI
110% do CDI
TR+8.90%
TR 8.70%
TR 8.70%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
76,707
801
3,457
55,785
19,842
718
1,359
29,129
61,402
1,719
105,138
275,365
101,741
312,257
129,236
51,025
97,887
190,482
185,299
(1,173)
(313)
4,702
34
95
3,386
2,709
20
57
2,764
5,618
180
10,724
28,087
7,118
23,029
9,063
3,578
9,152
17,429
16,955
N/A
N/A
5,757
45
143
4,153
3,113
30
75
2,830
5,756
184
10,961
28,707
10,678
32,982
13,594
5,367
9,373
17,858
17,372
N/A
N/A
6,812
56
190
4,920
3,516
39
94
2,895
5,895
187
11,197
29,326
14,237
42,935
18,125
7,156
9,593
18,286
17,789
N/A
N/A
7,866
67
238
5,687
3,919
49
113
2,961
6,033
191
11,434
29,946
17,796
52,889
22,657
8,945
9,813
18,715
18,206
N/A
N/A
8,921
78
285
6,454
4,323
59
131
3,027
6,171
195
11,670
30,566
21,355
62,842
27,188
10,734
10,033
19,143
18,623
N/A
N/A
(7,201)
(5,386)
(3,779)
(645)
(2,486)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
(1,329)
(143)
(147)
(4,798)
(4,668)
548
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
1,667,829
144,700
168,978
193,248
217,525
241,798
9,096
19,206
11,557
269
40,128
550
223
470
N/A
1,243
689
243
705
N/A
1,637
828
264
940
N/A
2,032
966
284
1,174
N/A
2,424
1,105
305
1,409
N/A
2,819
420,074
30,434
43,824
57,214
70,604
83,994
420,074
30,434
43,824
57,214
70,604
83,994
176,377
214,439
252,494
290,553
328,611
IPCA + 7%
IGPM + 3%
IGPM + 2%
IGPM
N/A
Debentures
CDI + 0.87%
Total:
2,128,031
129
Part of the Companys financial assets and liabilities are linked to interest rates and indexes
which may vary representing a market risk for the Company.
In the year ended March 31, 2015, the Companys financial assets and liabilities generated a net
financial loss of R$ 44,474.
The Company understands that an increase in the interest rates, in the indexes or in both may
cause an increase in the financial expenses negatively impacting the Companys net financial
result. In the same way, a decrease in the interest rates, in the indexes or in both may cause a
reduction in the financial income negatively impacting the Companys net financial income.
25.8
Up to one year
252,723
126,694
9,365
21,851
Total
410,633
13 years
Over 3 years
Total
580,607
435,834
199,111
199,112
252,723
1,143,135
9,365
420,074
779,718
634,946
1,825,297
Consolidated
March 31, 2015
Up to one year
13 years
Over 3 years
Total
252,723
208,075
26,586
21,851
790,542
9,646
199,111
669,212
3,896
199,112
252,723
1,667,829
40,128
420,074
Total
509,235
999,299
872,220
2,380,754
130
25.9
Consolidated
03/31/2015
12/31/2014
03/31/2015
12/31/2014
252,723
155,011
252,723
155,011
201,659
11,779
236,094
13,974
368,531
12,666
396,699
14,908
1,143,135
1,172,708
1,667,829
1,711,093
9,365
420,074
15,467
409,735
40,128
420,074
49,907
409,735
Valuation techniques and assumptions applied for purposes of fair value calculation
The estimated fair values of financial assets and liabilities of the Company and its subsidiaries
have been determined using available market information and appropriate valuation
methodologies in conformity with the financial statements for the year ended December 31,
2014.
26
Parent
company
Consolidated
Parent
company
Consolidated
189,997,214
189,997,214
189,997,214
189,997,214
1,705,053
1,705,053
2,559,694
2,559,694
C= A - B
Average shares
188,292,161
188,292,161
187,437,520
187,437,520
145,306
145,306
290,847
290,847
Dilutive
Net income for the period
attributable to Companys
shareholders
71,969
69,593
R$82,268
R$82,260
E/C
R$ 0.3822
R$ 0.3696
R$0.4389
R$0.4389
E/(C+D)
R$ 0.3819
R$ 0.3693
R$0.4382
R$0.4382
131
27
Subsequents Events
Through public instrument signed on April 6, 2015, Multiplan Greenfield III Empreendimento
Imobilirio Ltda (Companys subsidiary), acquired 12,000 m of building potential from
JJCoimbra Participaes Ltda for R$ 65,400. The amount will be settled as follows: (i) R$
22,890 were paid at the date and (ii) R$ 42,510 in 36 monthly installments of R$ 1,181, paid by
the CDI rate from the date of signing to the actual settlement date of each installment.
132