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Multiplan Empreendimentos Imobilirios S.A.

Quarterly information - ITR


March 31, 2015

KPDS 115628

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

Contents
Management report

Independent auditors' report on quarterly information

50

Balance sheets

53

Statements of income

57

Statements of comprehensive income

59

Statements of changes in shareholders equity

60

Statements of cash flows

62

Statements of value added

66

Notes to the quarterly information

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.

Consolidated Financial Statements ......................................................................................... 8


Fair Value of Investment Properties According to CPC 28 .......................................................... 9
Operational Indicators ................................................................................................................ 11
Gross Revenues ........................................................................................................................ 14
Properties Ownership Results.................................................................................................... 16
Shopping Center Management Results ..................................................................................... 20
Shopping Center Development Results ..................................................................................... 21
Real Estate for Sale Results.................................................................................................... 22
Financial Results ..................................................................................................................... 23
Project Development ............................................................................................................... 29
MULT3 Indicators & Stock Market .......................................................................................... 32
Portfolio .................................................................................................................................... 34
Ownership Structure ............................................................................................................... 36
Operational and Financial Data .............................................................................................. 38
Reconciliation between IFRS (with CPC 19 R2) and Managerial Report ............................. 40
Appendices............................................................................................................................... 43
Glossary and Acronyms .......................................................................................................... 46

The Evolution of Multiplan's Financial Indicators


2007
(IPO)

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%

Net Operating Income

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

2007 EBITDA adjusted for expenses related to the Company's IPO.

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

473 457 453

539

24

Gross Revenue

Net Operating Income

EBITDA

FFO

106

166

235

359 334

296 355

Net Income

Historical Performance of Multiplans Results (R$ Million)

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 Rental Revenue increases 16% to


R$194 million
and NOI is up 18%, to R$219 million
Rio de Janeiro, April 29, 2015 Multiplan Empreendimentos Imobilirios S.A. (BM&F Bovespa: MULT3) announces its earnings
results for the first quarter 2015. During fiscal year 2012, the Accounting Standards Committee (CPC) issued the following
pronouncements that impacted the Companys activities and its subsidiaries including, among others: (i) CPC 18 (R2) Investments in
affiliated companies, subsidiaries and in jointly controlled projects; (ii) CPC 19 (R2) Joint business. These pronouncements required
that they be implemented for fiscal years starting January 1, 2013. The pronouncements determine, among other issues, that joint
projects be recorded on the financial statements via equity pick-up. In this case, the Company is no longer consolidating the 50% interest
in Manati Empreendimentos e Participaes S.A., a Company that owns a 75% stake in Shopping Santa rsula, and a 50% stake in
Parque Shopping Macei S.A., a Company that has a 100% ownership interest in the shopping center of the same name on a
proportional basis. This report adopted the managerial information format and, for this reason, does not consider the requirements of
CPCs 18 (R2) and 19 (R2) to be applicable. Thus, the information and/or performance analyses presented herein include the proportional
consolidation of Manati Empreendimentos e Participaes S.A. and Parque Shopping Macei S.A. For additional information, please
refer to note 9.4 of the Financial Statements Report dated March 31, 2015.

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

Shopping Center Occupancy Rate

Shopping Center Occupancy Cost

Rent Loss
2.2%

0.2%
1Q13

1.9%

1.8%

0.5%

0.5%

1Q14

1Q15

Shopping Center Deliquency and Rent Loss

1Q15
MULT3

a Continued Rental Revenue Increase


14.1%
10.3%

4.9%

16.0%
5.8%

IGP-DI Adjustment Effect

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

Same Store Rent

Which Combined with Efficient Cost Control

Shopping center expenses and


as a % of shopping center net revenues

G&A expenses and


as a % of net revenues

Resulted in Strong Net Operating Income Growth.

Net Operating Income (NOI)

Performance Highlights
1Q15 (R$)
1Q15 vs. 1Q14

Shopping center tenant sales

Rental revenue

NOI + Key Money

2,916.9 M

194.2 M

227.1 M

+7.1%

+15.7%

+15.9%

OPERATIONAL AND FINANCIAL HIGHLIGHTS


In spite of the challenging economic environment in Brazil, Multiplan had strong operational
performance coming from its properties in 1Q15.
Average shopping center occupancy rate was 98.6% during the quarter, reflecting the high demand for
space in the companys malls. Occupancy costs dropped 20 b.p. to an average of 13.5% and rent delays
(delinquency) remained at 1.8% during the quarter.

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.

Consolidated Financial Statements Managerial Report


(R$'000)
Rental revenue
Services revenue
Key money revenue
Parking revenue
Real estate for sale revenue
Straight line effect
Other revenues
Gross Revenue
Taxes and contributions on sales and services
Net Revenue
Headquarters expenses
Stock-option expenses
Shopping centers expenses
Office towers for lease expenses
New projects for lease expenses
New projects for sale expenses
Cost of properties sold
Equity pickup
Other operating income/expenses
EBITDA
Financial revenues
Financial expenses
Depreciation and amortization
Earnings Before Taxes
Income tax and social contribution
Deferred income and social contribution taxes
Minority interest
Net Income

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.

Shopping Center EBITDA


Shopping Center EBITDA margin
EBITDA (Shopping Center + Real Estate)
EBITDA margin
Net Income
Net Income margin
Adjusted Net Income
Adjusted Net Income margin
FFO
FFO margin

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

2. Fair Value of Investment Properties According to CPC 28


Multiplan valued its investment properties internally and assessed their fair value based on the Discounted
Cash Flow (DCF) methodology. The Company calculated the present value of the future cash flows using
a discount rate based on the Capital Asset Pricing Model (CAPM). Risk and return assumptions were
considered based on (i) studies conducted and published by Mr. Aswath Damodaran (Professor at New
York University), (ii) stock market performance of Multiplan shares (Beta), in addition to (iii)
macroeconomic projections published in the Central Banks Focus Report, and (iv) data on the risk
premium of the domestic market (country risk measured by the Emerging Markets Bond Index Plus Brazil).
Using these assumptions, the Company estimated a weighted average, nominal and unleveraged,
discount rate of 15.11% on of March 31, 2015, as a result of a basic discount rate of 14.66% calculated
according to CAPM, and a weighted average risk spread of 44 base points. The risk spread was calculated
according to internal analysis and added to the basic discount rate in a range between zero and 200 base
points for each shopping mall, office tower and project evaluation.
Shareholders cost of capital

Mar-15

2014

2013

2012

Risk free rate


Market risk premium
Adjusted beta
Sovereign risk
Spread
Shareholders cost of capital - US$ nominal

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

Projects under development (disclosed) ,


Future projects (not disclosed)
Total

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

Evolution of Fair Value (R$)

Fair Value - properties in operation


NOI - properties in operation
Owned GLA - properties in operation

163
143
120
100
2010

111
111
2011

140

160

2010

2011

2012

2013

Fair Value per share (R$)

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

Growth of Fair Value, NOI and owned GLA


(Base 100: 2010)

Enterprise
Value (EV)

Fair Value

Market Cap vs. Enterprise Value vs. Fair Value


March 31, 2015

10

1Q15
MULT3

Fair Value

Enterprise Value (EV)

13.0 B

12.3 B

Discount of Enterprise Value (EV) / Fair Value

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

Enterprise Value and Fair Value (R$)


Calculated according to CPC 28
Based on stock price on March 31, 2015, of R$56.05
The sum of Market Cap and Net Debt

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

combined sales increase of 21.0%. Their


combined average monthly sales/m reached
R$925 in 1Q15, up from R$757 in 1Q14. Sales
per square meter in the newer assets have
considerably reduced the gap with regard to
the rest of the portfolio (a gap of 88.9% in
1Q14 compared to 59.7% in 1Q15), even

Shopping Center Sales (100%)


BH Shopping
RibeiroShopping
BarraShopping
MorumbiShopping
ParkShopping
DiamondMall
New York City Center
Shopping Anlia Franco
ParkShoppingBarigi
Ptio Savassi
Shopping Santa rsula
BarraShoppingSul
Shopping Vila Olmpia
ParkShoppingSoCaetano
JundiaShopping
ParkShoppingCampoGrande
VillageMall
Parque Shopping Macei
Total

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.

though mature assets continue to improve their


numbers.

11

1Q15
MULT3

In terms of total sales productivity, mature


malls remain at the top of the list, led by
MorumbiShopping,
R$2,153/m,

with

and

monthly

followed

sales

closely

of
by

BarraShopping and DiamondMall, with the


same numbers for the quarter: R$2,103/m.

Twelve month Sales/m analysis


In the 12 months ending in March 2015, portfolio sales/m
totaled R$19,098. Stores with less than 1,000 m posted

25.817/m

sales of R$25,817/m whereas the majority of stores, with

29.808/m

19.098/m

200 m or less, had sales of R$29,808/m.


Methodology: Sales/m calculation considers only the
GLA from stores that report sales, and excludes sales

Sales
Sales Sales (Anchors & stores under stores under
Satellites)
1,000m
200m

from kiosks, since they are not counted in the total


GLA.

Sales/m March 2015 (LTM)

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

Same Store Sales

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

SAS and SSS Evolution (year/year)

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.

Same Store Sales

1Q15 x 1Q14
Anchor Satellite

Food Court & Gourmet Area

9.5%

9.5%

Apparel

12.0%

0.1%

2.9%

Home & Office

10.1%

4.9%

6.9%

Miscellaneous

8.3%

7.3%

7.5%

Services

SAS

7.0%

3.4%

IPCA
172
162
144

100

15.4% 10.8% 12.1%

Total

SSS

Total

1Q09 1Q10 1Q11 1Q12 1Q13 1Q14 1Q15

4.3%

Same Store Sales growth breakdown by segment

Same base sales and IPCA (Inflation Index) - Base 100: 1Q09

3.2 Operational Indicators


The highest first quarter occupancy rate since the IPO
The average shopping center occupancy rate maintained its high level and stood at 98.6% in 1Q15, even
considering the addition of 51,700 m of total GLA in the last two years, spread between the opening of
three expansions Expansion VII and VIII in RibeiroShopping and Expansion VII in BarraShopping, and
a new mall, Parque Shopping Macei. At the end of the first quarter of 2015, 14 out of 18 malls had an
occupancy rate of 98% or better with two malls fully occupied and eight malls with over 99.0% occupancy
rate. The lowest occupancy rate in the portfolio was 94.0%, due to a change in the tenant mix. Taking into
account only malls in operation for more than five years, the average rate was 98.9%, showing the
successful process of consolidation in these shopping centers. The high occupancy rate is an indication of
attractiveness of the Multiplan portfolio.

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

Highest / Lowest Occupancy Rate

Evolution of shopping center occupancy rate: 1Q10 1Q15

13

1Q15
MULT3

Healthy indicators reflect quality


asset
Occupancy costs were 13.5% in
1Q15, lower by 20 b.p. compared to
the same period in the previous

13.7%

13.5%

14.0%

14.2%

5.8%

6.0%

5.7%

5.8%

13.7%

13.5%

5.9%

5.4%

year, and lowest first-quarter figure


recorded in the last five years. This
decline

is

the

result

of

to

reduce

8.0%

8.2%

8.1%

7.8%

8.1%

1Q10

1Q11

1Q12

1Q13

1Q14

1Q15

the

combination of sales growth and an


effort

7.7%

common

Rent as Sales %

condominium expenses.

In spite of the additions to GLA over

Other as Sales %

Occupancy cost breakdown 1Q10 1Q15

Delinquency Rate

Rent Loss

3.2%

the last year, the delinquency rate of


Multiplans malls (rental payments

2.1%

2.2%

0.4%

0.3%

0.2%

1Q11

1Q12

1Q13

1.7%

more than 25 days overdue) was

1.9%

1.8%

0.5%

0.5%

1Q14

1Q15

1.8% in 1Q15, in line with the same


period in 2014, when it was 1.9%.

0.6%

Rent loss was flat at 0.5% in 1Q15.


1Q10

Historical delinquency rates and rent losses: 1Q10- 1Q15

4. Gross Revenue
Gross Revenue was R$293.0 million in 1Q15, led
by 15.7% growth in rental revenue

Real Estate for


Sale
3.9%

Gross revenue totaled R$293.0 million in 1Q15,

Others
0.3%

Parking
14.5%

and had growth of 3.2% compared to 1Q14, a

Rental Revenue
66.3%

Base Rent
90.2%

strong result considering that the latter quarter Key Money


2.7%

benefited from real estate for sale revenues R$14.6


million greater than in 1Q15.
As the construction cycle for the two real estate for
sale projects comes to an end, the accrual of

Services
9.4%

Straight Line Effect


3.0%

Merchandising Overage
3.6%
6.1%

Gross revenue breakdown 1Q15

revenues and expenses related to these projects


was reduced, therefore impacting first quarter
revenue comparison.

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.

1Q15 Gross revenue growth breakdown (Y/Y) (R$)

Twelve months ended March 2015 - Gross revenue growth breakdown (Y/Y) (R$)

15

1Q15
MULT3

5. Property Ownership Results


5.1 Rental Revenue
Base rent grows 16.5% to R$175.2 million in 1Q15, led by new malls
Rental revenue grew by 15.7% in 1Q15, when compared to the same period in the previous year, reaching
R$194.2 million. The portfolios average monthly rent was R$108/m in the quarter, reflecting Multiplans
malls high productivity, which continued to increase in spite of the strong rent base.
Base (or fixed) rent recorded growth
of 16.5% in 1Q15 over the same
period of the previous year. Base
rent

has

benefited

from

the

contractual rent step-ups applied to


three malls that entered the third
year in operation, as well as the
1Q15

increase in rental revenue coming

Rental revenue growth breakdown (Y/Y) (R$)

from Morumbi Corporate.


Overage rent and merchandising
increased

16.0%

and

4.3%

respectively in the quarter.

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)

executed according to the terms of the lease


agreements. As a result, the rent/m gap between
new shopping

centers

and

the

consolidated

portfolio declined from 68.4% in 1Q14 to 60.6% in


1Q15.
Additional data on shopping centers results can be

Portfolio

New Shopping
Centers

Consolidated
Shopping
Centers

Rental revenue per m/month in 1Q15


Shopping centers in operation over 5 years.
Shopping centers in operation for less than 5 years.

downloaded from the Fundamentals Spreadsheet


on Multiplans investor relations website:
(www.multiplan.com.br/ir).

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,

Rental Revenue (R$)

compared to the same period in the

BH Shopping

previous year. The portfolios average

RibeiroShopping

(1981)

11.3 M

10.3 M

9.4%

monthly rent

BarraShopping

(1981)

23.5 M

20.2 M

16.0%

was R$108/m in the

quarter, reflecting the high productivity,


which continued to increase in spite of
the strong rent base.

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%

New York City Center

(1999)

2.0 M

1.6 M

24.7%

The four malls opened since 4Q12

Shopping Anlia Franco

(1999)

6.1 M

5.7 M

6.0%

reported a combined growth of 22.7% in

ParkShoppingBarigi

(2003)

11.6 M

10.7 M

8.6%

1Q15. The two main highlights were

Ptio Savassi

(2007)

6.4 M

6.0 M

7.3%

VillageMall

Shopping Santa rsula

(2008)

1.2 M

1.3 M

5.4%

BarraShoppingSul

(2008)

12.8 M

11.2 M

13.7%

Shopping Vila Olmpia

(2009)

4.3 M

4.1 M

3.9%

ParkShoppingSoCaetano

(2011)

9.8 M

9.4 M

4.8%

Malls with more than 30 years in

JundiaShopping

(2012)

7.4 M

6.3 M

17.6%

operation, despite having the highest

ParkShoppingCampoGrande

(2012)

8.0 M

7.3 M

9.6%

rent/m among the portfolio properties (a

VillageMall

(2012)

8.7 M

6.1 M

43.5%

monthly average of R$148/m in the

Parque Shopping Macei

(2013)

2.9 M

2.3 M

23.7%

Morumbi Corporate

(2013)

14.5 M

ParkShopping Corporate

(2014)

0.0 M

and

Parque

Shopping

Macei, with rental revenue increases of


43.5% and 23.7% respectively.

quarter) were able to achieve another


solid quarter of combined growth - 9.2%
in

1Q15,

highlighted

by

Subtotal

the

Straight line effect

BarraShopping and ParkShopping rental


increases

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%

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

operations, recorded rental growth of


13.7%, up to R$12.8 million in the
quarter.
2014: 40.2 M

Morumbi Corporate records R$14.5 million rent in 1Q15


10.1 M 11.1 M

Morumbi Corporate, the two-tower office complex located


across from MorumbiShopping, contributed with R$14.5

13.4 M 14.5 M

5.6 M
1.3 M

million in rental revenue in 1Q15, an increase of 8.2%


over 4Q14, and 157.3% compared to 1Q14. As of April

4Q13 1Q14 2Q14 3Q14 4Q14 1Q15


Morumbi Corporate rental revenue evolution

2015, 76% of the tower area had been leased.


Resiliency check: SSR grows 9.5%, implying a real increase of 4.1% in 1Q15

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%

IGP-DI Adjustment Effect

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

Same Store Rent (SSR) breakdown - Nominal and real growth

Real SSR above the five-year average


The reported real SSR of 4.1% in 1Q15 came in higher than the five-year average of 3.3% as well as the
average figure since the IPO, of 3.7%. The result reinforces the quality of Multiplans shopping center
portfolio.

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

Same Store Rent (SSR) real growth

5.2 Parking Revenue


Parking revenue increases 20.0% to R$42.5 million
in 1Q15
Parking revenue grew 20.0% in 1Q15, reaching
R$42.5 million. The delivery of a new parking facility
in BarraShopping, as well as the increase in traffic
in new malls and organic growth, were the main
reasons for this evolution.
Parking revenue evolution (R$)

18

1Q15
MULT3

5.3 Shopping Center and Office Tower Expenses


Shopping center expenses drop 10.1% in 1Q15, and reach the lowest percentage of mall net revenues
ever recorded
The company was able to hold shopping center
expenses at R$23.0 million in 1Q15, 10.1% less than
in 1Q14. The result was driven by lower marketing
investments due to a more consolidated portfolio,
added to lower vacancy costs as a result of the higher
occupancy rate.
As a percentage of shopping center net revenue, mall
expenses declined 180 b.p. from 11.5% in 1Q14 to
9.3% in 1Q15. This is the lowest percentage recorded
since the companys IPO. It is also worth noting that

Shopping center expenses evolution (R$)


and as % of shopping center net revenue
(excluding real estate for sale revenue and taxes, and
straight-line effect)

this drop was achieved in spite of the delivery of new


areas.
Office tower expenses totaled R$3.2 million in 1Q15, 5.8% lower than in 1Q14. Morumbi Corporate
currently has 76% of its GLA leased, and as the project occupancy rate improves, the operating margin is
expected to increase.

5.4 Net Operating Income NOI


NOI + Key Money increases by 15.9% in 1Q15, and margin reaches 89.7%
The company recorded a strong Net Operating Income (NOI) + Key Money (KM) of R$227.1 million in
1Q15, an increase of 15.9% over 1Q14. The NOI + Key Money margin improved 254 b.p. to 89.7%,
resulting from the combination of solid shopping center revenue growth and a reduction in mall expenses
in the quarter.
NOI Calculation (R$)
Rental revenue
Straight line effect
Parking revenue

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%

Shopping center expenses

(23.0 M)

(25.5 M)

10.1%

(104.0 M)

(125.2 M)

17.0%

Office for lease expenses

(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%

Operational revenue + Key Money

253.3 M

225.0 M

12.6%

1,033.3 M

886.7 M

16.5%

NOI + Key Money

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

NOI + Key Money margin

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%

NOI + Key Money per share* evolution (R$)


*Shares outstanding adjusted for shares held in treasury

NOI + Key Money (R$) and margin

NOI + Key Money (R$)

6. Shopping Center Management Results


6.1 Services Revenue
Services revenue reaches R$27.6 million in 1Q15, once again greater than headquarters expenses in
1Q15
Services revenue, composed of portfolio management, brokerage and store transfer fees, recorded R$27.6 million in
1Q15, and was equivalent to 108% of the general and administrative expenses (G&A). Compared to 1Q14, when a
one-time construction management fee was paid to the company, services revenue fell 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

Services revenue/G&A (x)

Quarterly services revenue evolution (R$)

6.2 General and Administrative Expenses (Headquarters)


G&A

expenses

increase

4.8%

to

R$25.7

million,

representing 9.7% of net revenue


General and Administrative (G&A) expenses increased 4.8%
in 1Q15 when compared to 1Q14, below the national
inflation rate for the same period, mainly due to higher
services and payroll expenses, which were partially offset by
lower marketing, travel expenses and provisions reversals.
G&A expenses as a percentage of net revenue remained in
the single-digit figure of 9.7% in the quarter.

Quarterly G&A evolution (R$)


and as a % of net revenues (%)

7. Shopping Center Development Results


7.1 Key Money Revenue
Key money revenue totals R$7.9 million in 1Q15
Key money revenue recognized and reported in 1Q15 decreased 23.0% to R$7.9 million, impacted by
lower recognition from Shopping Vila Olmpia which completed its first five years in operation (the
accounting accrual period for most key money contracts), and partially compensated by the key money
from BarraShopping Expansion VII, delivered in 2Q14.
Key Money Revenue (R$)

1Q15

1Q14

Operational (Recurring)

1.4 M

1.3 M

Chg. %
7.7%

Projects opened in the last 5 years (Non-recurring)

6.5 M

9.0 M

27.8%

Key Money Revenue

7.9 M

10.3 M

23.0%

21

1Q15
MULT3

7.2 New Projects for Lease Expenses

New Projects for Lease expenses decline 72.3% in 1Q15


New projects for lease expenses totaled R$1.8 million in 1Q15, a
drop of 72.3% when compared to 1Q14. New projects for lease
expenses were related to new greenfield and mall expansion
projects under development in the pre-operational phase, mainly
expenses

associated

with

ParkShoppingCanoas,

new

shopping center in the south of Brazil where construction work


Quarterly New Projects for Lease Expenses (R$)

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

Real estate for sale revenue contribution of R$11.3 million in 1Q15


The BarraShoppingSul Complex forthcoming towers,
Rsidence du Lac and Diamond Tower, are mostly
concluded and therefore generated a real estate for
sale revenue of R$11.3 million in 1Q15, reducing by
56.3% the contribution when compared to the
previous quarters.
When both towers were launched in 4Q11, the
combined potential sales value (PSV) was R$223.5
million or R$9.385/m. Close to the projects delivery
date and considering that 98% of the units have been
sold, the Company expects to reach an average of

Real Estate for Sale Revenues (R$)

R$11,275/m, or a PSV of R$267.9 million, equal to a


19.9% improvement on an already high initial value.

New projects for sale expenses drop to R$0.6 million


Multiplan recorded cost of properties sold of R$8.3 million in 1Q15, mainly due to the evolution of
contruction projects at the towers for sale in BarraShoppingSul. New projects for sale expenses,
composed mainly of brokerage fees and property taxes (IPTU) for the land bank (shown in topic 10.3),
decreased to R$0.6 million in 1Q15, compared to R$3.7 million in 1Q14.
Real estate for sale activities added R$2.3 million to the Companys results in 1Q15, following a strong
R$37.1 million net contribution in 2014.

22

1Q15
MULT3

9. Financial Results
9.1 EBITDA

Excluding non-recurring items in 1Q14, EBITDA would grow 10.6%


Consolidated EBITDA presented a small decline (-1.5%) in 1Q15, compared to 1Q14, mainly due to (i) a
slight net revenue growth (+2.9%), highlighted by rental (+15.7%) and parking (+20.0%) revenues, partially
offset

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%

Consolidated EBITDA (R$)

Shopping centers expenses

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%

Office towers for lease expenses

(3.2 M)

(3.4 M)

5.8%

(15.2 M)

(3.4 M)

344.2%

New projects for lease expenses

(1.8 M)

(6.3 M)

72.3%

(8.6 M)

(25.2 M)

65.9%

New projects for sale expenses

(0.7 M)

(3.7 M)

82.4%

(5.7 M)

(13.8 M)

58.4%

Cost of properties sold

(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%.

For illustrative purposes only, if non-recurring


items (mentioned above) were excluded from
Shopping Center EBITDA, the margin in 1Q15
(76.7%) would present an increase of 139 b.p.
when compared to 1Q14 (75.3%), while growing
7.5%, as shown on the right.
Shopping Center EBITDA (R$)

24

1Q15
MULT3

Shopping Center EBITDA (R$)

1Q15

1Q14

Chg. %

Mar-15
(LTM)

Mar-14
(LTM)

Chg. %

Shopping Center Gross Revenue

267.2 M

252.5 M

5.8%

1,102.1 M

996.8 M

10.6%

Taxes and contributions on sales and services

(25.8 M)

(23.7 M)

8.5%

(102.1 M)

(90.2 M)

13.2%

Shopping Center Net Revenue

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%

New projects for lease expenses

(1.8 M)

(6.3 M)

72.3%

(8.6 M)

(25.2 M)

65.9%

Other operating income (expenses)

(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.

Shopping centers expenses

Shopping Center EBITDA


Shopping Center EBITDA Margin
(+) New projects for lease expenses
SC EBITDA before New Projects Expenses
SC EBITDA before New Projects Expenses
Margin

(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.

9.2 Financial Results, Debt and Cash


Further decrease in leverage, maintaining the desired range
Multiplan finished 1Q15 with a net debt of R$1,759.8 million, compared to R$1,876.2 million in the previous
quarter. The current figure represents a net debt-to-EBITDA (last 12 months) ratio of 2.23x and the net
debt was equivalent to 10.7% of the investment property fair value, 99 b.p. lower when compared to 4Q14
(11.7%).
In 1Q15, financial revenue reached R$11.2 million, being fully offset by financial expenses, which reached
R$56.2 million, generating a negative financial result of R$45.0 million.

Financial Position Breakdown (R$)


Current Liabilities
Loans and financing
Debentures
Obligations from acquisition of goods
Non Current Liabilities
Loans and financing
Debentures
Obligations from acquisition of goods
Gross Debt
Cash and Cash Equivalents
Net Debt
EBITDA LTM
Fair Value of Investment Properties

March 31, 2015


259.9 M
211.5 M
21.9 M
26.6 M

December 31, 2014


248.6 M
206.5 M
9.7 M
32.4 M

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.

Multiplans debt amortization schedule on March 31, 2015 (R$)

Deleveraging driven by strong cash generation


When compared to 4Q14, the increase
in Cash and Cash Equivalents (22.0%)

Financial Position Analysis*

combined with a decrease in Gross Debt

Net Debt/EBITDA (LTM)

2.23x

2.36x

(1.9%), contributed to reduce the net

Gross Debt/EBITDA (LTM)

2.75x

2.79x

debt-to-EBITDA (LTM) ratio from 2.36x


in December 2014, to 2.23x in March

Mar. 31, 2015 Dec. 31, 2014

EBITDA/Financial Expenses (LTM)

3.73x

3.86x

Net Debt/Fair Value

10.7%

11.7%

Net Debt/Equity

42.3%

46.1%

2015. In 2Q15, the companys leverage

Net Debt/Market Cap

16.5%

20.8%

should be impacted by planned cash

Weighted Average Maturity (Months)

52

54

disbursements related to (i) payment of


additional dividends approved in the

* EBITDA and Financial Expenses are the sum of the last 12 months.

General Shareholders Meeting, to be


paid by May 31, 2015, (ii) payment of
Interest

on

Shareholders

Equity

announced in December 2014, to be


paid by May 31, 2015, and (iii) potential
CAPEX.
Additionally, Net Debt/Fair Value dropped to 10.7% in 1Q15, driven by a 2.5% increase in fair value,
combined with a 6.3% decrease in Net Debt position. The weighted average maturity of the Company debt
at the end of 1Q15 was of 52 months, compared to 54 months in the previous quarter.
26

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

Multiplan Cost of Funding (gross debt)

Jun-14

Set-14

11.75%
10.96%

Dez-14

Selic Rate

Weighted average cost of funding (% p.a.)

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

Weighted average annual interest rate.


Index performance for the last 12 months.

Multiplan Debt Indices on


March 31, 2015

9.3 Net Income and Funds From Operations (FFO)

Net Income up 14.2% in 1Q15, excluding non-recurring items

27

12.75%
11.53%

Mar-15

1Q15
MULT3

Net Income decreased 15.4% in 1Q15, compared to 1Q14,


reaching R$69.6 million, mainly due to (i) one-time results (real
estate project legal settlements and air rights sale) in 1Q14,
which totaled R$21.4 million, combined with a (ii) higher tax
burden, impacted by non-deductible expenses in 1Q15. This
result was partially offset by higher (iv) net revenues and (v)
lower expenses, highlighted by shopping center expenses (10.1%) and a decline in new project for lease expenses

Net Income (R$)

(-72.3%).

* Impact on taxes not considered

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%

Depreciation and amortization

(39.2 M)

(39.3 M)

0.2%

(161.5 M)

(136.1 M)

18.6%

Income tax and social contribution

12.3%

Net Income & FFO Calculation (R$)

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

Adjusted net income

75.5 M

89.3 M

15.4%

377.6 M

316.6 M

19.2%

Deferred income and social contribution

(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%

Depreciation and amortization

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%

Deferred income and social contribution

FFO

FFO LTM reaches a 11.7% five-year CAGR


Funds From Operations (FFO) reached R$114.7 million in 1Q15, 10.8% lower than in 1Q14, impacted by
the non-recurring items mentioned above. However, in the last 12 months (LTM) FFO increased 19.1%,
reaching R$539.0 million, and a five-year CAGR of 11.7%. FFO per share (LTM) reached R$2.86 in 1Q15,
representing a five year CAGR of 10.6%.

FFO evolution

FFO (R$) per share evolution


Shares outstanding at the end of each period, adjusted for
shares held in treasury

28

1Q15
MULT3

10. Project Development


R$30.3 million invested during 1Q15
Multiplan invested R$30.3 million in the first quarter
of 2015, of which R$11.9 million was for mall
expansions, R$9.6 million was for renovation, IT and
others,

R$4.1

million

went

towards

mall

development, R$4.2 million was earmarked for land


acquisition and R$0.3 million went to office towers.
Mall expansions, 39% of the total CAPEX, includes
the final stage of BarraShopping Medical Center
Expansion

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%

Renovation, IT & Others

9.6 M

31.8%

Land Acquisition

4.2 M

14.0%

30.3 M

100.0%

Mall Expansion

Investment

in

BarraShoppingSul and PatioSavassi, adding new


operations and convenience to consumers.

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

10.2 Mixed-use: Office and Residential Towers for Sale


Towers in Porto Alegre: ready to be delivered in a few days
Rsidence du Lac, a 9,960m residential tower sold for an average price of R$12,348/m and Diamond Tower,
a condo-office tower, has sold its units with an average price of R$10,501/m. Their combined potential sales
value (PSV) is R$267.9 million. Both projects were scheduled to be delivered in the second quarter of 2015,
and need only an occupancy permit.

BarraShoppingSul Complex: Crystal Tower, Diamond Tower (delivery estimated to 2Q15)


and Rsidence du Lac (delivery estimated to 2Q15)

30

1Q15
MULT3

Towers for Sale


Project

Location

Type

Diamond Tower

BarraShoppingSul Condo Offices 2Q15

Rsidence du Lac BarraShoppingSul Residential

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

Potential Sales Value

10.3 Future Growth and Land Bank


Multiplan currently holds 874,000 m of land for future mixed-use development projects
Multiplan owns 873,819 m of land for future mixed-use projects. All projects below are integrated with the
Companys shopping centers and will be used to develop mixed-use projects, primarily for sale. Based on
current internal project assessments, the Company estimated a total of one million m of private area for
sale. The Company also sees a potential GLA increase of 150,000 m through mall expansions, which are
not included in the table below.
Shopping Attached to Land
Location
BarraShoppingSul
JundiaShopping
ParkShoppingBarigi
ParkShoppingCampoGrande

Land
Area
159,587 m
4,500 m

Project type

Hotel, Apart-Hotel, Office,


Residential
11,616 m Office

304,515 m

%
Multiplan
100%
100%

28,214 m

43,376 m Apart-Hotel, Office

94%

317,755 m

92,774 m Office, Residential

90%

ParkShoppingCanoas

18,721 m

ParkShoppingSoCaetano

36,948 m

Parque Shopping Macei

140,000 m

RibeiroShopping

102,295 m

Shopping AnliaFranco

29,800 m

VillageMall

36,000 m

Total

Private
Area

873,819 m

22,457 m Hotel, Apart-Hotel, Office


138,000 m Office
164,136 m Office, Residential
Hotel, Apart-Hotel, Office,
138,749 m
Residential
89,600 m Residential
36,077 m Office
1,041,299
m

na
100%
50%
100%
36%
100%
86%

31

1Q15
MULT3

Mixed-use ParkShoppingBarigi project illustration


Artists rendering for illustrative purposes only Project subject to changes without previous notice
1
This information is merely informative for the better understanding of the Companys growth potential and should not be considered as a
commitment to develop the aforementioned projects, which may be changed or cancelled without prior notice.

11. MULT3 Indicators & Stock Market


Multiplan is included in the Ibovespa
The Company joined the new portfolio of the Ibovespa, which is valid for a four-month-period from January
to April of 2015, with a weight of 0.414%, corresponding to the 47th most representative position in the
index, of a total of 68 listed assets.
Ibovespa is the most important indicator of the average performance of the more actively traded and most
representative shares on the Brazilian stock market. The index is composed of shares of BM&FBOVESPAlisted issuers that meet the criteria for liquidity, financial volume, and trading session presence.
Average daily traded volume of R$44.3 million in 1Q15
Multiplans stock (MULT3 at BM&FBOVESPA; MULT3 BZ on

Average daily traded volume in BRL


Average daily traded volume in number of shares

868,082

Bloomberg) in the first quarter of 2015 was quoted at R$56.05/share,


15.8% higher than at the end of 1Q14. Multiplans average daily

640,868

traded volume was R$44.3 million in 1Q15, 59.7% higher than in


1Q14 (R$27.7 million). The daily number of traded shares in 1Q15
increased 35.5% over 2014.
Multiplans shares are listed in the following indexes: Bovespa Index

44.3 M

492,683
359,710
264,490

31.7 M
26.5 M

17.4 M

8.9 M

(IBOV), Brazil Index (IBRX), Tag Along Index (ITAG), Corporate


Governance Index (IGC), Real Estate Index (IMOB), Mid-Large Cap
Index (MLCX), MSCI Brazil Index Fund, FTSE EPRA/NAREIT Global
Index, FTSE All World Emerging Index, FTSE All World EX US Index

2011

2012

2013

2014

1Q15

Evolution of daily average


number of shares traded

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

Traded Volume (15 day average)

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

One year analysis: MULT3, MULT3 volume and Ibovespa Index


Base 100 = March 31, 2014

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

Average Closing Price (R$)


Closing Price (R$)
Average Daily Traded Volume (R$)
Market Cap (R$)

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%

Shareholders capital stock breakdown on March 31, 2015.


OTPP Ontario Teachers Pension Plan

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

13. Ownership Structure


Multiplans ownership structure on March 31, 2015, is described in the chart below. Of a total of 189,997,214
shares issued, 178,138,867 are common voting shares and 11,858,347 are preferred shares held exclusively by
Ontario Teachers Pension Plan and are not listed or traded on any stock exchange.

Multiplans ownership interests in Special Purpose Companies (SPCs) are as follows:


MPH Empreendimento Imobilirio Ltda.: Owns 60.0% interest in Shopping Vila Olmpia, located in the
city of So Paulo, State of So Paulo. Multiplan holds directly and indirectly a 100.0% interest in MPH.
Manati Empreendimentos e Participaes S.A.: Owns 75.0% interest in Shopping Santa rsula, located
in the city of Ribeiro Preto, State of So Paulo. Multiplan holds a 50.0% interest in Manati.
Parque Shopping Macei S.A.: Owns 100.0% interest in Parque Shopping Macei, located in the city of
Macei, State of Alagoas, in which Multiplan has a 50/50 partnership.
Danville SP Empreendimento Imobilirio Ltda.: SPC established to develop real estate project in the
city of Ribeiro Preto, State of So Paulo.
36

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

14. Operational and Financial Data


Operational and Financial Highlights
Perfomance
Financial (MTE %)
Gross revenue R$'000
Net revenue R$'000
Net revenue R$/m
Net revenue USD/sq. foot
Rental revenue (with straight line effect) R$'000
Rental revenue R$/m
Rental revenue USD/sq. foot
Monthly rental revenue R$/m
Monthly rental revenue USD/sq. foot
Net Operating Income (NOI) R$'000
Net Operating Income R$/m
Net Operating Income USD/sq. foot
Net Operating Income margin
NOI/share
NOI + Key Money (KM) R$'000
NOI + KM R$/m
NOI + KM USD/sq. foot
NOI + KM margin
NOI + Key money/share
Headquarter expenses R$'000
Headquarter expenses/Net revenues
EBITDA R$'000
EBITDA R$/m
EBITDA USD/sq. foot
EBITDA margin
EBITDA per Share R$
Adjusted net income R$'000
Adjusted net income R$/m
Adjusted net income USD/sq. foot
Adjusted net income margin
Adjusted net income per share R$
FFO R$'000
FFO R$/m
FFO US$'000
FFO USD/sq. foot
FFO margin
FFO per share R$
Dollar (USD) end of quarter

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%

Values in R$/m and US$/sqf consider adjusted owned mall GLA

38

1Q15
MULT3

Operational and Financial Highlights


Performance
Market Performance
Number of shares
Common shares
Preferred shares
Average share closing price
Closing share price
Average daily traded volume (R$ '000)
Market cap (R$ 000)
Total debt (R$ 000)
Cash (R$ 000)
Net debt (R$ 000)
P/FFO (Last 12 months)
EV/EBITDA (Last 12 months)
Net Debt/EBITDA (Last 12 months)
Performance
Operational (100%)
Final total mall GLA (m)
Final owned mall GLA (m)
Owned mall GLA %
Adjusted total mall GLA (avg.) (m)
Adjusted owned mall GLA (avg.) (m)
Final total office towers GLA
Final owned office towers GLA
Final total GLA (m)
Final owned GLA (m)
Total sales R$'000
Total sales R$/m
Total sales USD/sq. foot
Satellite stores sales R$/m
Satellite stores sales USD/sq. foot
Total Rent R$/m
Total Rent USD/sq. foot
Same Store Sales
Same Area Sales
Same Store Rent
Same Area Rent
IGP-DI effect
Occupancy costs
Rent as sales %
Other as sales %
Turnover
Occupancy rate
Delinquency (25 days delay)
Rent loss

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

Taxes and contributions on sales and services

(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)

Straight line effect


Others

Shopping centers expenses

(21,754)

(22,958)

(1,204)

Office towers for lease expenses

(3,230)

(3,230)

New projects for lease expenses

(1,754)

(1,754)

(652)

(652)

(8,334)

(8,334)

New projects for sale expenses


Cost of properties sold
Equity pickup
Other operating income/expenses
EBITDA
Financial revenues

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)

Depreciation and amortization

(38,257)

(39,196)

(939)

Earnings Before Taxes

108,912

109,555

643

Income tax and social contribution

(33,928)

(34,037)

(109)

(5,372)

(5,906)

(534)

(18)

(18)

69,593

69,593

Deferred income and social contribution taxes


Minority interest
Net Income

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

Cash and cash equivalents

146,447

160,152

13,705

Short term investments

252,723

252,723

Accounts receivable

316,878

321,297

4,419

Land and properties held for sale

ASSETS
Current assets

158,462

158,462

Related parties

2,139

2,139

Recoverable taxes and contributions

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

Deferred income and social contribution taxes

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

Total non current assets

5,788,223

5,823,320

35,097

Total assets

6,697,108

6,751,214

54,106

Land and properties held for sale

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

Property acquisition obligations

26,586

26,586

Taxes and contributions payable

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

Non current liabilities


Loans and financing

1,459,754

1,500,968

Debentures

398,223

398,223

Deferred income and social contribution taxes

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

Property acquisition obligations


Others
Provision for contingencies
Deferred incomes
Total non current liabilities
Shareholders' equity
Capital
Capital reserves
Profit reserve

932,425

932,425

Share issue costs

(38,994)

(38,994)

Shares in treasure department

(75,347)

(75,347)

Capital transaction effects

(89,996)

(89,996)

71,969

71,969

Retained earnings
Minority interest

2,795

2,795

Total shareholder's equity

4,157,361

4,157,363

Total liabilities and shareholders' equity

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%

Real estate for sale revenue

11,286

25,853

56.3%

8,439

11,257

25.0%

Rental revenue
Services revenue
Key money revenue

Straight line effect


Other revenues

759

903

16.0%

Gross Revenue

288,075

280,050

2.9%

Taxes and contributions on sales and services

(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%

Shopping centers expenses

(21,754)

(24,123)

9.8%

Office towers for lease expenses

(3,230)

(3,430)

5.8%

New projects for lease expenses

(1,754)

(6,334)

72.3%

New projects for sale expenses


Cost of properties sold
Equity pickup
Other operating income/expenses
EBITDA

(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%

Depreciation and amortization

(38,257)

(38,374)

0.3%

Earnings Before Taxes

108,912

117,382

7.2%

Income tax and social contribution

(33,928)

(28,021)

21.1%

(5,372)

(7,081)

24.1%

(18)

(20)

10.3%

69,593

82,260

15.4%

Deferred income and social contribution taxes


Minority interest
Net Income

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%

NOI + Key Money margin

89.9%

87.5%

241 b.p.

Shopping Center EBITDA

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.

Shopping Center EBITDA margin


EBITDA (Shopping Center + Real Estate)
EBITDA margin
Net Income

69,593

82,260

15.4%

Net Income margin

26.8%

32.4%

569 b.p.

Adjusted Net Income

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%

Adjusted Net Income margin


FFO
FFO margin

16.2 Consolidated Financial Statements: Managerial Report


(R$'000)
Rental revenue
Services revenue
Key money revenue
Parking revenue
Real estate for sale revenue
Straight line effect
Other revenues
Gross Revenue
Taxes and contributions on sales and services
Net Revenue
Headquarters expenses
Stock-option expenses
Shopping centers expenses
Office towers for lease expenses
New projects for lease expenses
New projects for sale expenses
Cost of properties sold
Equity pickup
Other operating income/expenses
EBITDA
Financial revenues
Financial expenses
Depreciation and amortization
Earnings Before Taxes
Income tax and social contribution
Deferred income and social contribution taxes
Minority interest
Net Income

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%

Shopping Center EBITDA


Shopping Center EBITDA margin
EBITDA (Shopping Center + Real Estate)
EBITDA margin
Net Income
Net Income margin
Adjusted Net Income
Adjusted Net Income margin
FFO
FFO margin

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.

16.3 Balance Sheet Managerial Report


ASSETS
Current Assets
Cash and cash equivalents
Short Term Investments
Accounts receivable
Land and properties held for sale
Related parties
Recoverable taxes and contributions
Sundry advances
Other
Total Current Assets

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%

Non Current Liabilities


Loans and financing
Debentures
Deferred income and social contribution taxes
Property acquisition obligations
Other
Provision for contingencies
Deferred incomes and costs
Total Non Current Liabilities

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%

Total Liabilities and Shareholders' Equity

6,751,214

6,717,681

0.5%

17. Glossary and Acronyms


Abrasce: Brazilian Association of Shopping Centers (Associao Brasileira de Shopping Centers).
Adjusted Net Income: Net income adjusted for non-recurring expenses with the IPO, restructuring costs, amortization
of goodwill from acquisitions and mergers and deferred taxes.
Anchor Stores: Large, well known stores with special marketing and structural features that can attract consumers,
thus ensuring permanent attraction and uniform traffic in all areas of the mall. Stores must have at least 1,000 m to be
considered anchors.
BMF&Bovespa: So Paulo Stock Exchange (Bolsa de Valores de So Paulo).
Brownfield: Expansion and mix-used project.
CAGR: Compounded Annual Growth Rate. Corresponds to a geometric mean growth rate, on an annualized basis.
CAPEX: Capital Expenditure. Correspond to the estimated resources to be disbursed in asset development, expansion
or improvement. The capitalized value shows the variation of property and equipment plus depreciation. CAPEX can
also refer to others investments then real estate, such as IT projects, hardware and other unrelated investments.
CDI: (Certificado de Depsito Interbancrio or Interbank Deposit Certificate). Certificates issued by banks to generate
liquidity. Its average overnight annualized rate is used as a reference for interest rates in Brazilian Economy.
Debenture: debt instrument issued by companies to borrow money. Multiplans debentures are non-convertible, which
means that they cannot be converted into shares. Moreover, a debenture holder has no voting rights.

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

Shopping Center Segments:


Food Court & Gourmet Areas Includes fast food and restaurant operations
Diverse Cosmetics, bookstores, hair salons, pet shops and etc
Home & Office Electronic stores, decoration, art, office supplies, etc
Services Sports centers, entertainment centers, theaters, cinemas, medical centers, banking, and etc.
Apparel Women and men clothing, shoes and accessories stores

49

KPMG Auditores Independentes


Av. Almirante Barroso, 52 - 4
20031-000 - Rio de Janeiro, RJ - Brasil
Caixa Postal 2888
20001-970 - Rio de Janeiro, RJ - Brasil

Central Tel
Fax
Internet

55 (21) 3515-9400
55 (21) 3515-9000
www.kpmg.com.br

Report on the review of quarterly information - ITR


(A free translation of the original report in Portuguese, as filed with the Brazilian Securities and
Exchange Commission - CVM, prepared in accordance with the accounting practices adopted in
Brazil, rules of the CVM and the International Financial Reporting Standards - IFRS)

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.

KPMG Auditores Independentes, a Brazilian entity and a member firm


of the KPMG network of independent member firms affiliated with
KPMG International Cooperative (KPMG International), a Swiss
entity.

Conclusion on the individual and consolidated interim financial information


prepared in accordance with CPC 21 (R1)
Based on our review, nothing has come to our attention that causes us to believe that the
accompanying individual interim financial information included in the ITR referred to above is
not prepared, in all material respects, in accordance with CPC 21 (R1), applicable to the
preparation of Interim Financial Information - ITR, and presented in accordance with the
standards issued by CVM applicable to the preparation of Interim Financial Information - ITR.
Conclusion on the consolidated interim financial information prepared in accordance with
international standard IAS 34, which considers technical guideline OCPC 04 on the
application of technical interpretation ICPC 02 to real estate development entities in
Brazil, issued by the CPC and approved by the CVM and the CFC
Based on our review, nothing has come to our attention that causes us to believe that the
accompanying consolidated interim financial information included in the ITR referred to above
is not prepared, in all material respects, in accordance with IAS 34, 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, applicable to the preparation
of Interim Financial Information - ITR, and presented in accordance with the standards issued
by CVM.
Emphasis of matters
We draw attention to Note 2 to the interim financial information, which states that the individual
and consolidated interim financial information have been prepared in accordance with
accounting practices adopted in Brazil (CPC 21 (R1)). The consolidated interim financial
information, prepared in accordance with International Financial Reporting Standards - IFRS
applicable to real estate development entities, also considers technical guideline OCPC 04
issued by the CPC. Such technical guideline addresses the recognition of real estate revenues
and involves issues related to the meaning and application of the concept of continuous transfer
of risks, rewards and control on the sale of real estate units, as detailed in note 2. Our conclusion
does not contain any qualification regarding this matter.

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.

Rio de Janeiro, April 28, 2015

KPMG Auditores Independentes


CRC SP-014428/O-6 F-RJ
Original in Portuguese signed by
Marcelo Luiz Ferreira
Accountant CRC RJ-087095/O-7

52

Multiplan Empreendimentos Imobilirios S.A.


Balance sheets at March 31, 2015 e December 31, 2014
(Amounts expressed in thousands of reais R$)
Parent company
03/31/2015

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

Total current assets

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

Total non-current assets

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

Investments (Note 9 and 5)


Investment property (Note 10)
Property, plant and equipment (Note 11)
Intangible assets (note 12)

See the accompanying notes to the financial statements

53

Multiplan Empreendimentos Imobilirios S.A.


Balance sheets at March 31, 2015 e December 31, 2014
(Amounts expressed in thousands of reais R$)
Consolidated
03/31/2015

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

Total current assets

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

Total non-current assets

5,788,223

5,791,555

Total assets

6,697,108

6,663,216

Assets

Investments (Note 9 and 5)


Investment property (Note 10)
Property, plant and equipment (Note 11)
Intangible assets (note 12)

See the accompanying notes to the financial statements

54

Multiplan Empreendimentos Imobilirios S.A.


Balance sheets at March 31, 2015 e December 31, 2014
(Amounts expressed in thousands of reais R$)
Parent company
03/31/2015

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

Total current liabilities

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

Total non-current liabilities

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)
-

Total shareholders' equity

4,154,566

4,066,877

Total shareholders equity and liabilities

6,066,360

6,013,932

Liabilities

Equity (Note 20)


Capital
Expenditure with issuance of shares
Capital reserves
Profit reserves
Treasury shares
Effects on capital transactions
Income (loss) for the period

The accompanying notes are an integral part of this quarterly information

55

Multiplan Empreendimentos Imobilirios S.A.


Balance sheets at March 31, 2015 e December 31, 2014
(Amounts expressed in thousands of reais R$)
Consolidated
03/31/2015

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

Total current liabilities

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

Total non-current liabilities

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

Total shareholders' equity

4,157,361

4,069,654

Total shareholders equity and liabilities

6,697,108

6,663,216

Liabilities

Shareholders' equity (Note 20)


Capital
Expenditure with issuance of shares
Capital reserves
Profit reserves
Treasury shares
Effects on capital transactions
Income (loss) for the period

Non-controlling interests

The accompanying notes are an integral part of this quarterly information

56

Multiplan Empreendimentos Imobilirios S.A.


Statements of income
Quarters ended March 31, 2015 and 2014
(In thousands of reais, except basic and diluted earnings per share, in reais)
Parent company
03/31/2015

03/31/2014

Net operating income (Note 21)

195,473

188,774

Cost of services rendered and properties sold (Note 22)

(33,515)

(34,813)

Gross income

161,958

153,961

Operating income (expenses):


Administrative expense Head office (Note 22)
Administrative expense Shopping centers (Note 22)
Expenses on projects for lease (Note 22)
Expenses on projects for sale (Note 22)
Expenses on share-based compensation (Note 20)
Equity in subsidiaries (Note 9)
Depreciation and amortization
Other operating income (expenses), net

(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)

Operating income before financial income


Net financial income (loss) (Note 23)

140,190
(33,948)

140,560
(28,934)

Income before income and social contribution taxes

106,242

111,626

Income and social contribution taxes (Note 8)


Current
Deferred assets

(29,789)
(4,484)

(21,734)
(7,624)

Total current and deferred income and social contribution taxes

(34,273)

(29,358)

Net income for the quarter

71,969

82,268

Income attributable to:


Owners of the parent company
Non-controlling interest

71,969
-

82,268
-

Basic earnings per share (Note 26)

0.3822

0.4389

Diluted earnings per share (Note 26)

0.3819

0.4382

The accompanying notes are an integral part of this quarterly information

57

Multiplan Empreendimentos Imobilirios S.A.


Statements of income
Quarters ended March 31, 2015 and 2014
(In thousands of reais, except basic and diluted earnings per share, in reais)
Consolidated
03/31/2015

03/31/2014

Net operating income (Note 21)

260,118

253,557

Cost of services rendered and properties sold (Note 22)

(62,243)

(71,110)

Gross income

197,875

182,447

Operating income (expenses):


Administrative expense Head office (Note 22)
Administrative expense Shopping centers (Note 22)
Expenses on projects for lease (Note 22)
Expenses on projects for sale (Note 22)
Expenses on share-based compensation (Note 20)
Equity in subsidiaries (Note 9)
Depreciation and amortization
Other operating income (expenses), net

(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

Operating income before financial income


Net financial income (loss) (Note 23)

153,385
(44,474)

156,743
(39,361)

Income before income and social contribution taxes

108,911

117,382

Income and social contribution taxes (Note 8)


Current
Deferred assets

(33,928)
(5,372)

(28,021)
(7,081)

Total current and deferred income and social contribution taxes

(39,300)

(35,102)

Net income for the quarter

69,611

82,280

Income attributable to:


Owners of the parent company
Non-controlling interest

69,593
18

82,260
20

Basic earnings per share (Note 26)

0.3696

0.4389

Diluted earnings per share (Note 26)

0.3693

0.4382

The accompanying notes are an integral part of this quarterly information

58

Multiplan Empreendimentos Imobilirios S.A.


Statement of comprehensive income
Quarters ended March 31, 2015 and 2014
(In thousands of reais R$)
Parent company
03/31/2015

03/31/2014

Net income (loss) for the year

71,969

82,268

Other comprehensive income

Total comprehensive income for the year

71,969

82,268

Total comprehensive income attributable to:


Non-controlling interests
Owners of the parent company

71,969

82,268

Consolidated
03/31/2015

03/31/2014

Net income (loss) for the year

69,611

82,280

Other comprehensive income

Total comprehensive income for the year

69,611

82,280

Total comprehensive income attributable to:


Non-controlling interests
Owners of the parent company

18
69,593

20
82,260

The accompanying notes are an integral part of this quarterly information

59

Multiplan Empreendimentos Imobilirios S.A.


Statements of changes in shareholders equity - Parent company
Quarters ended March 31, 2015 and 2014
(Amounts expressed in thousands of reais R$)
Capital reserves

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
-

Balances at March 31, 2014

2,388,062

(38,628)

66,254

Balances at December 31, 2014

2,388,062

(38,993)

2,388,062

Balances at December 31, 2013


Repurchase of shares to be held in treasury (Note 20.f)
Stock options granted
Net income for the period

Exercise of stock options


Stock options granted
Net income for the period
Balances at March 31, 2015

See the accompanying notes to the financial statements

60

Multiplan Empreendimentos Imobilirios S.A.


Statements of changes in shareholders equity - Consolidated
Quarters ended March 31, 2015 and 2014
(Amounts expressed in thousands of reais R$)
Capital reserves

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
-

Balances at March 31, 2014

2,388,062

(38,628)

66,254

186,548

714,237

69,861

649,363

(601)

Balances at December 31, 2014

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

Balances at December 31, 2013


Amortization of deferred charges in subsidiary
(Note 2.3)
Equity in net income of subsidiary (Note 2.3)
Repurchase of shares to be held in treasury (Note 20.f)
Stock options granted
Net income for the period

Equity in net income of subsidiary (Note 2.3)


Exercise of stock options
Stock options granted
Net income (loss) for the year
Balances at March 31, 2015

See the accompanying notes to the financial statements

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

Multiplan Empreendimentos Imobilirios S.A.


Statements of cash flows
Quarters ended March 31, 2015 and 2014
(Amounts expressed in thousands of reais R$)
Parent company
03/31/2015

03/31/2014

Income (loss) before taxes

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

Variation in operating assets and liabilities


Land and properties for sale
Accounts receivable
Judicial deposits
Other assets
Accounts payable
Liabilities for acquisition of assets
Taxes and contributions payable
Taxes paid
Deferred income and costs
Other liabilities

(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

Net cash generated by operating activities

167,874

150,566

Cash flows from operating activities

The accompanying notes are an integral part of this quarterly information

62

Multiplan Empreendimentos Imobilirios S.A.


Statements of cash flows
Quarters ended March 31, 2015 and 2014
(Amounts expressed in thousands of reais R$)
Parent company
03/31/2015

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)

Net cash generated (consumed) in financing activities

(51,241)

(122,763)

Increase in cash and cash equivalents

(21,481)

(45,505)

Cash and cash equivalents at the beginning of the year


Cash and cash equivalents at the end of year

117,125
95,644

136,571
91,066

Increase in cash and cash equivalents

(21,481)

(45,505)

Cash flows from investment activities


Increase of Investments
Dividends received
Capital decrease
Receipt (payment) on related-party transactions
Additions in property, plant and equipment
Additions in investment property
Additions to intangible assets
Interest earning bank deposits
Net cash invested in investment activities
Cash flows from financing activities
Payment of loans and financing
Payment of interests on loans and financing
Cash from stock option exercise
Repurchase of shares to be held in treasury
Payment of charges on debentures
Dividends and interest on own capital paid

The accompanying notes are an integral part of this quarterly information

63

Multiplan Empreendimentos Imobilirios S.A.


Statements of cash flows
Quarters ended March 31, 2015 and 2014
(Amounts expressed in thousands of reais R$)
Consolidated
03/31/2015

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

Variation in operating assets and liabilities


Land and properties for sale
Accounts receivable
Judicial deposits
Other assets
Accounts payable
Liabilities for acquisition of assets
Taxes and contributions payable
Taxes paid
Deferred income and costs
Other liabilities

(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)

Net cash generated (consumed) in operational activities

181,191

170,081

Cash flows from operating activities


Income (loss) before taxes
Adjustments in:
Depreciation and amortization
Equity in net income of subsidiaries
Share-based compensation
Non-controlling interest
Recognition of repurchases of points of sale
Deferred income and cost
Inflation adjustment on debentures
Adjustment to loans and financings
Adjustments to liabilities for acquisition of assets
Restatements on related party transactions
Adjustment to present value
Other

The accompanying notes are an integral part of this quarterly information

64

Multiplan Empreendimentos Imobilirios S.A.


Statements of cash flows
Quarters ended March 31, 2015 and 2014
(Amounts expressed in thousands of reais R$)
Consolidated
03/31/2015 03/31/2014

Cash flows from investment activities


Increase of Investments
Capital decrease
Receipt (payment) on related-party transactions
Additions in property, plant and equipment
Additions in investment property
Written-off of property investments
Additions to intangible assets
Interest earning bank deposits

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)

Net cash generated (consumed) in financing activities

(78,080)

(150,297)

Increase in cash and cash equivalents

(24,479)

(55,960)

170,926
146,447

210,479
154,519

(24,479)

(55,960)

Net cash invested in investment activities


Cash flows from financing activities
Payment of loans and financing
Payment of interests on loans and financing
Cash from stock option exercise
Repurchase of shares to be held in treasury
Payment of charges on debentures
Dividends and interest on own capital paid

Cash and cash equivalents at the beginning of the year


Cash and cash equivalents at the end of year
Increase in cash and cash equivalents

The accompanying notes are an integral part of this quarterly information

65

Multiplan Empreendimentos Imobilirios S.A.


Statements of value added
Quarters ended March 31, 2015 and 2014
(Amounts expressed in thousands of reais R$)
Parent company
03/31/2015
Income:
Net income from sales and services
Other income
Allowance for doubtful accounts

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)

Gross added value

201,716

178,487

Retentions
Depreciation and amortization

(27,710)

(27,903)

Net added value produced by the Entity

174,006

150,584

Added value received as transfer


Equity in net income of subsidiaries
Financial income

10,305
11,595

25,987
7,920

21,900

33,907

Total added value payable

195,906

184,491

Distribution of added value


Personnel
Direct remuneration
Benefits
FGTS

(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)

Inputs acquired from third parties


Costs of sales and services
Power, outsourced services and other

Taxes, rates and contributions


Federal
State
Municipal

Third-party capital remuneration


Interest, exchange rate changes and inflation adjustment
Rental expenses

Remuneration of own capital


Retained earnings

Distributed added value

The accompanying notes are an integral part of this quarterly information

66

Multiplan Empreendimentos Imobilirios S.A.


Statements of value added
Quarters ended March 31, 2015 and 2014
(Amounts expressed in thousands of reais R$)
Consolidated
03/31/2015
Income:
Net income from sales and services
Other income
Allowance for doubtful accounts

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)

Gross added value

204,248

197,409

Retentions:
Depreciation and amortization

(38,257)

(38,374)

Net added value produced by the Entity

165,991

159,035

1,285
10,737

11,807
9,037

12,022

20,844

Total added value payable

178,013

179,879

Distribution of added value:


Personnel
Direct remuneration
Benefits
FGTS

(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)

Inputs acquired from third parties:


Costs of sales and services
Power, outsourced services and other

Added value received as transfer:


Equity in net income of subsidiaries
Financial income

Taxes, rates and contributions


Federal
State
Municipal
Third-party capital remuneration
Interest, exchange rate changes and inflation adjustment
Rental expenses

Remuneration of own capital:


Interest of non-controlling shareholders in retained earnings
Retained earnings

Distributed added value


The accompanying notes are an integral part of this quarterly information

67

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

Notes to the quarterly information


(In thousands of reais - R$, unless otherwise stated)

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Presentation of financial statements and accounting policies


Statement of conformity regarding the IFRS and Accountant Statements Committee
- CPC rules
These financial statements include:

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

December 31, 2014

Corporate name

Direct

Indirect

Direct

Indirect

RENASCE - Rede Nacional de Shopping Centers Ltda.


County Estates Limited (a)
Embassy Row Inc. (a)
EMBRAPLAN - Empresa Brasileira de Planejamento Ltda. (b)
CAA Corretagem e Consultoria Publicitria S/C Ltda.
Multiplan Administradora de Shopping Centers Ltda.
CAA Corretagem Imobiliria Ltda.
MPH Empreendimentos Imobilirios Ltda.
Danville SP Participaes Ltda.
Multiplan Holding S.A.
Multiplan Greenfield I Empreendimento Imobilirio Ltda.
Barrasul Empreendimento Imobilirio Ltda.
Ribeiro Residencial Empreendimento Imobilirio Ltda.
Multiplan Greenfield II Empreendimento Imobilirio Ltda.
Multiplan Greenfield III Empreendimento Imobilirio Ltda.
Multiplan Greenfield IV Empreendimento Imobilirio Ltda.
Morumbi Business Center Empreendimento Imobilirio Ltda.
Ptio Savassi Administrao de Shopping Center Ltda.
Jundia Shopping Center Ltda.
Parkshopping Campo Grande Ltda.
Parkshopping Corporate Empreendimento Imobilirio Ltda.
Multiplan Arrecadadora Ltda.
Parkshopping Global Ltda. (c)
Parkshopping Canoas Ltda.
Multishopping Shopping Center Ltda.
Multiplan Greenfield X Empreendimento Imobilirio Ltda.
Multiplan Greenfield XI Empreendimento Imobilirio 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.

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)

Dormant company since 2003.

(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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

All intragroup balances, income and expenses are fully eliminated.


The reconciliation between the individual and consolidated equity and net income for the
quarters ended March 31, 2015 and 2014 is as follows:

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

Accounting policies adopted in the quarterly information


Significant accounting policies adopted by the Company in this quarterly information are
consistent with those adopted in the financial statements for the year ended December 31, 2014.

Cash and cash equivalents and interest earning bank deposits


March 31, 2015

Cash and cash equivalents


Cash and banks
Short-term investments - Bank Certificates of
Deposit (CDBs)
Interest earning bank deposits Purchase and
sale commitments
Total cash and cash equivalents

December 31, 2014

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

December 31, 2014

Parent
company

Consolidated

Parent
company

Consolidated

Interest earning bank deposits daily


liquidity
Investment fund DI fixed income securities

252,723

252,723

155,011

155,011

Total interest earning bank deposits

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

December 31, 2014

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

Allowance for doubtful accounts (d)

(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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

(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

March 31, 2014

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)

Debt acknowledgment - All past-due balances regardless of the maturity term.

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

Balance due and without


impairment loss
191,340
227,833

< 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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

Balance past-due, but without impairment loss


Consolida
ted

Balance due and without


impairment loss

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

The changes in the allowance for doubtful accounts are as follows:


Parent company

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

Balances at March 31, 2015

Debt
acknowled
gment

(10,616)
(1,078)
462
(11,232)

Consolidated
Debt
acknowled
gment

Stores
leased

Key
money

Balances at December 31, 2014

(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)

Balances at March 31, 2015

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

December 31, 2014


Parent
company

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

March 31, 2014

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).

Related party transactions

5.1

The main balances and transactions with related parties are as follow:
March 31, 2015

December 31, 2014

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)

Total sundry loans and advances - current

1,959

2,139

2,287

2,486

Accounts receivable
Multiplan Administradora de Shopping Centers Ltda. (e)

6,942

9,308

Total accounts receivable - current

6,942

9,308

Total current assets

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

Total sundry loans and advances - non-current

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Head office expenses


Rental expenses (l)

11

10

255

255

Services agreement
Peres - Advogados, Associados S/C (k)

661

149

Net financial income (loss)


Interest on loans and advances

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

Head office expenses


Rental expenses (l)

11

10

Services agreement
Peres - Advogados, Associados S/C (k)

661

149

Net financial income (loss)


Interest on loans and advances

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

(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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

(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

Remuneration of key management personnel


Remuneration of key personnel
The executive officers and directors, which have the decision power and the Companys
operations control, are elected by the Board and considered key management personnel in
accordance with the Companys Bylaws.
The key management personnel compensation accounted for in the statement of income by
category is as follows:

Annual fixed remuneration


Salaries and/or Directors fee
Benefits (direct and indirect)
Variable compensation
Bonus
Stock option plan

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.

Recoverable taxes and contributions


March 31, 2015
Parent
company
PIS/COFINS recoverable
IR and CSLL recoverable
Tax on financial operations
recoverable
ISS recoverable
INSS recoverable
Other

December 31, 2014

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

Land and properties for sale


March 31, 2015
Parent
company

Land
Property concluded
Property under construction

Current
Non-current

Consolidated

December 31, 2014


Parent
company

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

The carrying amount of a projects land is transferred to caption Construction in progress


when units are placed for sale, that is, when the project is launched.
The Company reclassifies part of its inventories into non-current assets, according to launches
scheduled for subsequent years, into the heading of land for future development or based on
the completion schedule of its constructions, into the heading construction in progress.
Loan, financing and debenture financial expenses, whose funds were used in the process of
building real estate projects, are capitalized in caption Lands and properties for sale and
recognized in income under caption Cost of Properties Sold in accordance with each projects
sales percentage.

79

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

Income and social contribution taxes


The origin of deferred income and social contribution taxes is presented below:
March 31, 2015

December 31, 2014

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

Unamortized goodwill on future earnings (b)


Straight-line revenue (c)

(316,845)
(20,131)

(316,845)
(31,759)

(316,845)
(25,027)

(316,845)
(39,459)

Income on real estate projects (a)


Depreciation (e)
Compound interest
Other

(124,509)
(31,512)
721

(117,904)
(144,449)
(31,512)
721

(112,645)
(30,088)
-

(116,200)
(128,877)
(30,088)
-

Deferred tax liabilities base

(492,276)

(641,748)

(484,605)

(631,469)

Deferred income tax liabilities (f)


Deferred social contribution liabilities (f)

(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)

Deferred income and social contribution taxes, net

(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)

Goodwill on acquisition of Multishopping Empreendimentos Imobilirios S.A., Bozano Simonsen Centros


Comerciais S.A. and Realejo Participaes S.A. based on expected future earnings. Such companies were then
merged and the respective goodwill reclassified to intangible assets. These companies were subsequently merged and
the related goodwill was reclassified to intangible assets. Pursuant to the new accounting standards, beginning
January 1, 2009 such goodwill is no longer amortized and deferred income tax liabilities on the difference between
the tax base and the carrying amount of the related goodwill was accounted for. For tax purposes, the goodwill
amortization was terminated on November 2014.

(c)

The Company formed income tax and social contribution on deferred taxation of straight-line income during the term
of the contract, regardless of the receipt term. As of 2015, with the enactment of Law 12,973, of May 13, 2014, these
revenues started being taxed on an accrual basis. Thus, the deferred balance up to December 31, 2014 will be
subjected to taxation upon its realization.

80

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

(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

December 31, 2014


Parent
company

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

Reconciliation of income and social contribution tax expense


The reconciliation between the tax expense as calculated by the combined nominal rates and the
income and social contribution tax expense charged to income is presented below:

81

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Current income and social contribution taxes in


income (loss)
Deferred income and social contribution taxes
no profit or loss

Total

March 31, 2014

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)

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

Consolidated
March 31, 2015

March 31, 2014

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

Current income and social contribution taxes in


income (loss)
Deferred income and social contribution taxes no
profit or loss
Total

The Company has not adhered to the early adoption of the effects of Law No. 12,973, of May
14, 2014, in 2014.

83

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

Investments
Significant information on investees:
March 31, 2015

Investees

Number of
quotas/shares

CAA Corretagem e Consultoria Publicitria S/C Ltda.


RENASCE - Rede Nacional de Shopping Centers Ltda.
CAA Corretagem Imobiliria Ltda.
MPH Empreendimentos Imobilirios Ltda. (*)
Multiplan Administr. Shopping Center
Ptio Savassi Administrao de Shopping Center Ltda.
SCP - Royal Green Pennsula
Manati Empreend. e Participaes S.A.
Parque Shopping Macei S.A
Danville SP Empreendimento Imobilirio Ltda.
Multiplan Holding S.A.
Embraplan Empresa Brasileira de Planejamento Ltda.
Multiplan Greenfield I Emp Imob Ltda.
Barrasul Empreendimento Imobilirio Ltda.
Ribeiro Residencial Emp Imob. Ltda.
Morumbi Bussiness Center Empr.Imob.Ltda.
Multiplan Greenfield II Empr.Imob.Ltda.
Multiplan Greenfield IV Empr.Imob.Ltda.
Multiplan Greenfield III Empr.Imob.Ltda.
Parkshopping Campo Grande Ltda (**)
Jundia Shopping Center Ltda (**)
Parkshopping Corporate Empr.Imob. Ltda (**)
Multiplan Arrecadadora Ltda.
Parkshopping Global Ltda. (a)
Parkshopping Canoas.Ltda.
Multishopping Shopping Center Ltda.
Multiplan Greenfield X Empr.Imob.Ltda.
Multiplan Greenfield XI Empr.Imob.Ltda.
Multiplan Greenfield XII Empr.Imob.Ltda.
Multiplan Greenfield XIII Empr.Imob.Ltda.
Multiplan Greenfield XIV Empr.Imob.Ltda.
Multiplan Greenfield XV Empr.Imob.Ltda.

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.

(**)

These companies went into operation in 2012.

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

December 31, 2014


Net income
(loss) for the
year
316
(1,937)
(18)
18,454
7,682
4,416
10,672
1,155
10,504
(254)
7
11
16,669
17,679
(239)
9,008
(6,532)
(6,290)
(3,161)
4,827
7,778
(1,499)
652
(737)
(1,545)
(2)
(2)
(1)
(2)
(2)
(4)
(4)

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

9.1

Changes in investments of the parent company:

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 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

Renasce - Rede Nacional de Shopping Centers Ltda.

5,411

(6,041)

(630)

Subtotal (other current liabilities)

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

Total net investments


(a)

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

9.2

Changes in consolidated investments

Investees

12/31/2014

SCP - Royal Green Pennsula *


Manati Empreendimentos e Participaes S.A
Parque Shopping Macei S.A
Other

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

Parque Shopping Macei S.A.

5,000

5,000

Subtotal - Advance for future capital increase

5,000

5,000

135,127

1,285

136,412

Subtotal Investment

Total net investments


(*)

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

9.3

Financial information of the subsidiaries


The main information on the Companys subsidiaries financial statements is as follows:
March 31, 2015

Current
assets

Noncurrent
assets

Current
liabilities

Noncurrent
liabilities

Net
income

CAA Corretagem e Consultoria Publicitria S/C Ltda. (a)


RENASCE - Rede Nacional de Shopping Centers Ltda.
CAA Corretagem Imobiliria Ltda. (a)
MPH Empreendimentos Imobilirios Ltda.
Multiplan Administr. Shopping Center
Ptio Savassi Administrao de Shopping Center Ltda.
Danville SP Empreendimento Imobilirio Ltda. (c)
Multiplan Holding S.A.
Embraplan Empresa Brasileira de Planejamento Ltda. (b)
Multiplan Greenfield I Emp Imob Ltda.
Barrasul Empreendimento Imobilirio Ltda.
Ribeiro Residencial Emp Imob. Ltda. (c)
Morumbi Bussiness Center Empr. Imob. Ltda. (d)
Multiplan Greenfield II Empr.Imob.Ltda. (c)
Multiplan Greenfield IV Empr.Imob.Ltda. (c)
Multiplan Greenfield III Empr.Imob.Ltda. (c)
Parkshopping Campo Grande Ltda
Jundia Shopping Center Ltda
Parkshopping Corporate Empr.Imob.Ltda. (c)
Multiplan Arrecadadora Ltda.
Parkshopping Global.Ltda.
Parkshopping Canoas.Ltda.
Multishopping Shopping Center Ltda
Multiplan Greenfield X Empr.Imob.Ltda.
Multiplan Greenfield XI Empr.Imob.Ltda.
Multiplan Greenfield XII Empr.Imob.Ltda.
Multiplan Greenfield XIII Empr.Imob.Ltda.
Multiplan Greenfield XIV Empr.Imob.Ltda.
Multiplan Greenfield XV Empr.Imob.Ltda.

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
-

Balances at March 31, 2015

529,134

1,867,381

320,539

478,172

112,484

88

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

December 31, 2014

Current
assets

Noncurrent
assets

Current
liabilities

Noncurrent
liabilities

Net
income

CAA Corretagem e Consultoria Publicitria S/C Ltda. (a)


RENASCE - Rede Nacional de Shopping Centers Ltda.
CAA Corretagem Imobiliria Ltda. (a)
MPH Empreendimentos Imobilirios Ltda.
Multiplan Administr. Shopping Center
Ptio Savassi Administrao de Shopping Center Ltda.
Danville SP Empreendimento Imobilirio Ltda. (c)
Multiplan Holding S.A.
Embraplan Empresa Brasileira de Planejamento Ltda. (b)
Multiplan Greenfield I Emp Imob Ltda.
Barrasul Empreendimento Imobilirio Ltda.
Ribeiro Residencial Emp Imob. Ltda. (c)
Morumbi Bussiness Center Empr. Imob. Ltda. (d)
Multiplan Greenfield II Empr.Imob.Ltda. (c)
Multiplan Greenfield IV Empr.Imob.Ltda. (c)
Multiplan Greenfield III Empr.Imob.Ltda. (c)
Parkshopping Campo Grande Ltda
Jundia Shopping Center Ltda
Parkshopping Corporate Empr.Imob.Ltda. (c)
Multiplan Arrecadadora Ltda.
Parkshopping Global.Ltda.
Parkshopping Canoas.Ltda.
Multishopping Shopping Center Ltda
Multiplan Greenfield X Empr.Imob.Ltda.
Multiplan Greenfield XI Empr.Imob.Ltda.
Multiplan Greenfield XII Empr.Imob.Ltda.
Multiplan Greenfield XIII Empr.Imob.Ltda.
Multiplan Greenfield XIV Empr.Imob.Ltda.
Multiplan Greenfield XV Empr.Imob.Ltda.

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
-

Balances at December 31, 2014

544,513 1,843,234

338,962

491,039

486,628

(a)

In 2007, these companies operations were transferred to the Company.

(b)

Dormant company since 2003.

(c)

Companies which have buildings under construction.

(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

Joint ventures information


As prescribed by CPC 19 (R2), joint ventures Manati Empreendimentos and Participaes S.A.
e Parque Shopping Macei S.A., in whose shareholders agreements the parties agree to share
control over the activities.
A joint venture is a contractual agreement whereby the Company and other parties undertake an
economic activity that is subject to joint control. Joint control exists when the strategic financial
and operating decisions relating to the joint ventures activity require the unanimous consent of
the ventures sharing the control. Join ventures are accounted for under the equity method of
accounting.

89

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Total liabilities and shareholders equity

90

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Administrative expenses - headquarter


Administrative expenses Shoppings
Parking lot
Other operating income
Depreciation and amortization

(79)
(73)
2
(505)

(59)
(57)
(568)

(43)
(308)
(1,373)

(1,318)

Income before financial income

(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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Risk free rate


Market risk premium
Adjusted beta
Country risk
Additional spread

3.49%
6.11%
0.72
230 p.b.
44 p.b.

3.49%
6.11%
0.72
230 p.b.
44 p.b.

Cost of capital - US$

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Shopping centers and office towers in operation


Projects in progress (advertised)
Projects in progress (not advertised)

13,426,347
291,938

13,120,697
264,137

Total

13,718,285

13,384,834

Valuation of investment property

Consolidated

March 2015

December
2014

Valuation of investment property


Shopping centers and office towers in operation
Projects in progress (advertised)
Projects in progress (not advertised)

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

Useful life prior to assessment

Useful life after assessment

33 years and 8 months


38 years and 9 months
38 years and 9 months
31 years and 9 months
31 years and 9 months
23 years and 9 months
23 years and 9 months
44 years

45 years and 10 months


51 years and 10 months
53 years and 10 months
43 years and 10 months
43 years and 10 months
34 years and 10 months
38 years and 10 months
55 years and 10 months

93

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

Changes in investment property are as follows:


Parent company
Depreciation weighted
average rate (%)
Cost
Land
Buildings and improvements
(-) Accumulated depreciation

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

11

Property, plant and equipment


Parent company

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

Parent company
Annual rates of
amortization

Goodwill of merged companies (a)


Bozano
Realejo
Multishopping

Goodwill on acquisition of equity


interests (b)
Brazilian Realty LLC.
Indstrias Luna S.A.
JPL Empreendimentos Ltda.
Soluo Imobiliria Ltda.

System licenses
Software license (c)
Accumulated amortization

20

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

Goodwill of merged companies (a)


Bozano
Realejo
Multishopping

Goodwill on acquisition of equity


interests (b)
Brazilian Realty LLC.
Indstrias Luna S.A.
JPL Empreendimentos Ltda.
Soluo Imobiliria Ltda.

System licenses
Software license (c)
Accumulated amortization

20

98

December
31, 2014

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

(a)

The goodwill recorded on merged subsidiaries results from the following transactions: (i) On February 24, 2006, the Company acquired
100% of the shares of Bozano Simonsen Centros Comerciais S.A. and Realejo Participaes S.A.. These investments were acquired for
R$447,756 and R$114,086, respectively, and goodwill was recorded in the amounts of R$307,067 and R$86,611, respectively in
relation to the carrying amount of the aforementioned companies as at that date; (ii) On June 22, 2006, the Company acquired 100% of
the shares of Multishopping Empreendimento Imobilirio S.A. held by GSEMREF Emerging Market Real Estate Fund L.P. for
R$247,514 as well as the shares held by shareholders Joaquim Olmpio Sodr and Manoel Joaquim Rodrigues Mendes for R$16,587,
and goodwill was recorded in the amounts of R$158,931 and R$10,478, respectively, in relation to the carrying amount of
Multishopping as at that date. In addition, on July 8, 2006, the Company acquired the shares of Multishopping Empreendimento
Imobilirio S.A. held by shareholders Ana Paula Peres and Daniela Peres for R$900, resulting in a goodwill of R$448. Such goodwill
was based on the expected future earnings from these investments and were amortized until December 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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

13

Loans and financing


March 31, 2015

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

December 31, 2014

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

March 31, 2015

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)

December 31, 2014

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

(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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Financial Covenants of the contract:


Net debt/EBTIDA less than or equal to 3.5x.
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
(j)

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

Financial Covenants of the contract:


Net debt/ EBTIDA less than or equal to 4.0 x
EBITDA/ interest expense net>= 2x

(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

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.
(l)

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

CDI + 1.0% a.a.


CDI + 1.0% a.a.
CDI + 1.0% a.a.

There are no financial covenants herein.


(m)

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

(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)

Subtotal Funding costs

(18,323)

(27,075)

(19,332)

(28,334)

1,015,942

1,459,753

1,050,279

1,507,955

Loans and financing


2016
2017
2018 onwards
Subtotal Loan and financing

Total Loans and financing

14

December 31, 2014

Accounts payable
March 31, 2015

Suppliers
Contractual retentions
Compensations payable
Labor obligations

December 31, 2014

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Liabilities for acquisition of assets


March 31, 2015

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

December 31, 2014

105

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

(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

March 31, 2015

December 31, 2014

Consolidated

Consolidated

9,646
3,896

14,104
3,425

13,542

17,529

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

17

Taxes and contributions payable


March 31, 2015

INSS payable
PIS and COFINS payable
Service tax payable
Income and social contribution taxes
payable
IRRF payable
Other

18
18.1

December 31, 2014

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

Provision for risks and judicial deposits


Provision for risks
Parent company
Provision for risks

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

Taxes on income (PIS and COFINS) (a)


Civil lawsuits (b)
Labor proceedings (c)
Fiscal lawsuits

14,503

681

(5,663)

9,521

Consolidated

Provision for risks

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

Taxes on income (PIS and COFINS) (a)


Civil lawsuits (b)
Labor proceedings (c)
Fiscal lawsuits

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

Contingencies with possible likelihood of loss


The Company is a defendant in several other tax, labor and civil lawsuits and administrative
proceedings, whose likelihood of loss is assessed by its legal counsel as possible and estimated
amount is R$ 57,172 as of March 31, 2015 (R$59,385 as of December 31, 2014), as shown
below:
Consolidated

March 31, 2015

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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.

Civil and administrative


Is pending before the Administrative Council for Economic Defense (Conselho Administrativo
de Defesa Econmica - CADE) Administrative procedure which is set to investigate the use
of radius clauses for certain shopping centers in Sao Paulo, including MorumbiShopping, object
Case No. 08012.012081/2007-48. Upon the end of the evidentiary phase vis--vis CADEs
General Superintendency, the proceeding was remitted to CADES Court and distributed, and is
currently under analysis by CADEs Attorney Generals Office, which will issue an opinion on
it. Should a fine be imposed for violation of the economic order, this can range from 0.1% (one
tenth percent) to 20% (twenty percent) of the gross sales of the company, group or conglomerate
obtained at the last year preceding the initiation of administrative proceedings, the business
activity in which the offense occurred, which shall not be less than the advantage obtained,
when this number can be estimated. The lawyers of the Company evaluate this procedure as a
possible loss.

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

18.2

Judicial deposits
Parent company
Judicial deposits

December 31, 2014

Additions

Write-offs

5,027
5,080
642
527

30
-

(37)
-

5,027
5,043
672
527

11,276

30

(37)

11,269

PIS and COFINS (a)


Civil deposits
Labor deposits
Other

Transfers

March 31, 2015

Consolidated
Judicial deposits

December 31, 2014

PIS and COFINS (a)


INSS
Civil deposits
Labor deposits
Other

(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.

Deferred income and costs


March 31, 2015

Income from the key money


Unallocated cost of sales (a)
Other income

Current
Non-current
(a)

March 31, 2015

December 31, 2014

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

December 31, 2014

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.

Dividends and interest on own capital


Under the article 39, item (c) of the Companys bylaws, the minimum compulsory dividend
corresponds to 25% of net income, as adjusted pursuant to the Brazilian Corporate Law.
Distribution of dividends or interest on own capital is specifically approved by the Companys
Board of Directors, as set forth in the laws and article 22 item (g) of the Companys Bylaws.

112

1,810,158

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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.

Interest on own capital approved in 2014


In 2014, the Companys Board of Directors approved the payment of interest on own capital to
the shareholders of the Company, as described below:
(i)

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)

Net income after deduction of the legal reserve

349,791

Minimum compulsory dividends

87,448

Interest on own capital approved, net of taxes

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

d.

Share purchase option plan


The Extraordinary General Meeting held on July 6, 2007 approved a Stock Option Plan to its
management, employees and service providers or those of other entities under the Companys
control.
Such plan is managed by the Board of Directors, and the Chief Executive Officer is responsible
for determining the holders of the stock options.
Options granted, under the Stock Option Plan approved in 2007, do not confer on their holders
the right to buy shares based on a number of shares exceeding 7% of the Companys capital at
any time. The dilution corresponds to the percentage represented by the number of stock options
divided by the total number of shares issued by the Company.
The issuance of our shares through the exercise of stock options under the Stock Option Plan
would result in a dilution for our shareholders since the stock options to be granted under the
Stock Option Plan can confer acquisition rights on a volume of shares of up to 5% of our
capital, not considering the options of the CEO or 7% considering it. As of March 31, 2015, the
percentage of stock options granted is 4.8084% of capital, without considering the CEOs
options, and 5.8598% when the CEOs options are considered.
The beneficiaries eligible to the Stock Option Plan can exercise their options within up to four
years as from the grant date. Each stock option granted can be converted into a Company
common share at the time of exercise of the option or settled in cash. The vesting period will be
of up to two years, with redemption of 33.4% after the second anniversary, 33.3% after the third
anniversary, and 33.3% after the fourth anniversary.
The option price shall be based on the average price of the Companys shares of the same class
and type over the last 20 (twenty) trading sessions on the So Paulo Stock Exchange (Bovespa)
immediately prior to the option grant date, weighted by the trading volume, adjusted for
inflation based on the IPCA, or based on any other index determined by the Board of Directors,
through the option exercise date.
The Company offered nine stock option plans from 2007 to March 31, 2015, which satisfy the
maximum limit of 7% provided for in the plan:

114

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

The vesting periods to exercise the options are as follows:


% of options
released to
be exercised

Grace periods counted as of grant date

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Strike price (R$)

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

Addition information on the stock option plan:


Amount*
Total options granted
December 31, 2012
December 31, 2013
On December 31, 2014
March 31, 2015
Options granted in 2012
Options granted in 2013
Options granted in 2014
Options granted during the first quarter 2015
Total stock options exercised
December 31, 2012
December 31, 2013
On December 31, 2014
March 31, 2015
Options exercised in the year - 2012
Stock options exercised in 2013
Stock options exercised in 2014
Options exercised during the first three months of 2015
Total expired stock options
December 31, 2012
December 31, 2013
On December 31, 2014
March 31, 2015
Options expired stock options in the year - 2012
Options expired stock options in the year - 2013
Options expired stock options in the year - 2014
Options matured during the first three months of 2015
Share options not exercised
December 31, 2012
December 31, 2013
On December 31, 2014
March 31, 2015
(*)

(**)

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

21

Net operating income


March 31, 2015

March 31, 2014

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

Taxes and Contributions on sales and services

(19,683)

(27,957)

(19,055)

(26,493)

Net operating income

195,473

260,118

188,774

253,557

Breakdown of costs and expenses by nature


During the years ended March 31, 2015 and 2014, the Company incurred in the following costs
and expenses:
Costs: arising from the interest in the civil condominiums of shopping malls in operation, costs
on depreciation of investment properties and cost of properties sold.
Cost of services rendered and properties sold
March 31, 2015
Parent
company

Consolidated

March 31, 2014


Parent
company

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

(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.

The breakdown of these expenses in their main categories is as follows:


Head office: Expenses on personnel (administrative, operational and development) of the
Multiplan groups head office and branches, in addition to expenditures on corporate marketing,
outsourcing and travel.
Shopping: expenses on civil condominium of shopping malls in operation.
Lease projects: Pre-operating expenses linked to real estate projects and shopping center
expansion.
Projects for sale: Pre-operating expenses arising from real estate projects for sale.
Administrative and project expenses
March 31, 2015
Parent
company

Consolidated

March 31, 2014


Parent
company

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

23

Net financial income (loss)


March 31, 2015

March 31, 2014

Parent
company Consolidated

Yield on interest earning bank deposits


Interest and inflation adjustment on loans,
financing and debentures
Interest on real estate developments
Bank fees and other charges
Foreign exchange variation
Monetary variation assets
Liability monetary variation
Fines and interest on lease and key money shopping centers
Fines and interests on tax assessment notices
Interest on related party transactions
Interest and inflation adjustment on liabilities
for acquisition of assets
Other
Total

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.

Properties for rental


This refers to the Companys share in the civil condominium of shopping centers and their
respective parking lots, as well like real estates for rental. This is the Companys major incomegenerating segment, accounting for 83.62% of its gross operating income recognized during the
year ended March 31, 2015. The determining factor for the amount of income and expenses in
this segment is the companys share in each venture. The income and expenses are described
below:

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

Management and other


The Company provides management services to its shareholders and storeowners in
consideration for a service fee. Additionally, the Company charges brokerage fees from its
shareholders for the lease of stores. The management of its shopping centers is essential for the
Companys success and is a major area of concern in the company. On the other hand, the
Company incurs in expenses on the head office for these services and other, which are
considered in this segment. This also includes taxes, financial income and expenses and other
income and expenses that depend on the companys structure and not only on the operation of
each segment previously described. For this reason this segment presents loss.
This segments assets mainly comprise the Companys cash, deferred taxes and intangible
assets.
March 31, 2015 (consolidated)
Properties
for rental
Gross income
Costs
Expenses
Other
Income before income and social
contribution taxes
Operating assets

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

March 31, 2014 (consolidated)


Properties
for rental
Gross income
Costs
Expenses
Other
Income before income and social
contribution taxes
Operating assets

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

Financial instruments and risk management


Capital risk management
The Company and its subsidiaries manage its capital in order to ensure the continuity of its
normal operations, at the same time, maximizing the return of its operations to all interested
parties, through the optimization of the use of debt instruments and capital.

122

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Shareholders equity (b)


Net debt ratio

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

Shareholders equity includes the capital and the reserves.

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

Objectives of financial risk management


The Companys Corporate Treasury Department coordinates access to financial markets, and
monitors and manages the financial risks related to the Companys and its subsidiaries
operations. These risks include rate risk, credit risk inherent in the provision of financial
services and credit and liquidity risk.

123

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Interest rate risk management


Interest rate risk refers to:

(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

Credit risk related to service rendering


This risk is related to the possibility of the Company and its subsidiaries posting losses resulting
from difficulties in collecting amounts from lease, property sales, key money, management fees
and brokerage fees. This type of risk is substantially minimized owing to the possibility of
repossession of the stores leased and properties sold, which are historically renegotiated with
third parties on a profitable basis.

124

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Balance at Decrease Decrease Probable


03/31/2015 of 50% of 25% scenario
N/A
100% CDI

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

Related party transactions


Associao Barra Shopping Sul
Associao Parkshopping Barigui
Associao Parkshopping So Caetano
Associao Village Mall

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

Consrcio Village Mall


Other loans and advances

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Related party transactions


Associao Barra Shopping Sul
Associao Parkshopping Barigui
Associao Parkshopping So Caetano
Associao Village Mall
Associao Jundia Shopping
Consrcio Village Mall
Other loans and advances

Total

135%
CDI
117%
CDI
110%CDI
N/A
CDI
+1%a.a
110%
CDI
N/A

127

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Liabilities for acquisition of assets


Land So Caetano
Other

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

Consolidated
Remuneration
rate

Balance at Decrease Decrease


03/31/2015
of 50%
of 25%

Probable
scenario

Increase
of 25%

Increase
of 50%

Loans and financing


BNDES JDS
BNDES - JDS
BNDES - JDS
BNDES-CGS
BNDES-CGS
BNDES-CGS
BNDES-CGS
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
Banco do Santander DTIY
Banco do Santander GTIY
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
Funding costs - Ita Unibanco
MTE
Funding costs - CGS
Funding costs JDS
Funding costs - DTIY
Funding costs GTIY
Cia Real de Distribuio

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

Liabilities for acquisition of


assets
PSS - Seguridade Social
Land So Caetano
Land Quadra H
Land Canoas
Other

IPCA + 7%
IGPM + 3%
IGPM + 2%
IGPM
N/A

Debentures

CDI + 0.87%

Total:

2,128,031

129

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

Liquidity risk management


The Companys management and its subsidiaries prepared a liquidity risk management model in
order to manage its capital needs and manage its short-, medium- and long-term cash needs. The
Company and its subsidiaries manage its liquidity risk keeping adequate reserves, bank credit
lines and credit lines deemed adequate through the continuous monitoring of forecasted and
realized cash flows and combination of the maturity profiles of financial assets and liabilities.
The following table shows in detail the remaining contractual maturity of financial assets and
liabilities of the Company and the contractual repayments terms. This table was prepared in
accordance with the undiscounted cash flows of financial liabilities based on the nearest date on
which the Company shall settle the respective obligations:
Parent company
March 31, 2015

Up to one year

Interest earning bank deposits


Loans and financing
Liabilities for acquisition of assets
Debentures

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

Interest earning bank deposits


Loans and financing
Liabilities for acquisition of assets
Debentures

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

25.9

Category of the main financial instruments


Parent company

Consolidated

03/31/2015

12/31/2014

03/31/2015

12/31/2014

Financial assets available for sale


Interest earning bank deposits

252,723

155,011

252,723

155,011

Financial assets classified as loans and receivables at


amortized cost
Accounts receivable
Accounts receivable from related parties

201,659
11,779

236,094
13,974

368,531
12,666

396,699
14,908

Financial assets classified as loans and receivables at


amortized cost
Loans and financing

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

Liabilities for acquisition of assets


Debentures

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

Earnings per share


The table below shows information on profit and shares used to calculate basic and diluted
earnings per share:
March 31, 2015

March 31, 2014

Parent
company

Consolidated

Parent
company

Consolidated

Weighted average number of shares


issued

189,997,214

189,997,214

189,997,214

189,997,214

Weighted average of treasury shares

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

Earnings per share

R$ 0.3822

R$ 0.3696

R$0.4389

R$0.4389

E/(C+D)

Adjusted earnings per share

R$ 0.3819

R$ 0.3693

R$0.4382

R$0.4382

131

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information
March 31, 2015

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

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