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Multiplan Empreendimentos Imobilirios S.A.

Quarterly Information - ITR


June 30, 2014
(A free translation of the original report issued in Portuguese
as published in Brazil containing financial statements prepared
in accordance with accounting practices adopted in Brazil)

KPDS 93067

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

Contents
Management report

Independent auditors' report on the quarterly information

44

Balance sheets

47

Statements of operations

51

Statements of comprehensive income

53

Statements of changes in equity

54

Statements of cash flows

56

Statement of added value

61

Notes to the quarterly information

62

Disclaimer
This document may contain prospective statements, which are subject to risks and uncertainties as they were based on
expectations of the companys management and on the information available. The company has no obligation to update said
statements.
The words "anticipate, wish, "expect, foresee, intend, "plan, "predict, forecast, aim" and similar words are intended to
identify statements.
Forward-looking statements refer to future events which may or may not occur. Our future financial situation, operating results,
market share and competitive positioning may differ substantially from those expressed or suggested by said forward-looking
statements. Many factors and values that can establish these results are outside the companys control or expectation. The
reader/investor should not make the 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,
demand by tenants and consumers, commercial negotiations or other technical and economic factors. These projects may be
altered in part or totally by the company with no previous warning.
Non-accounting information has not been reviewed by the external auditors.
In this release the company has chosen to present the consolidated data from a managerial perspective, in line with the
st

accounting practices in use until 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 operational data
perspective. 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 Pronouncements Committee CPC.
Please see on page 36 in this report the changes determined by Technical Pronouncements CPC18 (R2) and CPC19 (R2), and
the conciliation between the accounting and managerial numbers.

KPDS 93067

Table of Contents

01. Consolidated Financial Statements ................................................................................................... 6


09. Financial Results ............................................................................................................................. 24
02. Project Development ......................................................................................................................... 7
03. Operational Indicators ..................................................................................................................... 11
04. Gross Revenues ............................................................................................................................. 16
05. Properties Ownership Results ......................................................................................................... 17
06. Shopping Center Management Results........................................................................................... 21
07. Shopping Center Development Results .......................................................................................... 22
08. Real Estate for Sale Results ........................................................................................................... 23
11. Portfolio ........................................................................................................................................... 30
10. MULT3 Indicators & Stock Market ................................................................................................... 29
12. Ownership Structure........................................................................................................................ 32
13. Operational and Financial Data ....................................................................................................... 34
14 Conciliation between IFRS (with CPC 19 R2) and Managerial Report ............................................ 36
15. Appendices ..................................................................................................................................... 39
16. Glossary and Acronyms .................................................................................................................. 42

Overview
Multiplan Empreendimentos Imobilirios S.A is one of the leading shopping center 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 2Q14, Multiplan owned 18 shopping centers with a total GLA of 762,429 m - with an
average interest of 73.8% -, of which 17 shopping centers managed by the company, over 5,300 stores and an
estimated annual traffic of 170 million visits. Multiplan also owned - with an average interest of 92.4% - two
corporate office complexes with a total GLA of 87,558 m.

43

Performance Highlights

2Q14 (R$)
2Q14 vs.
2Q13

Shopping
center
tenants sales
3,011.4 M
+15.2%

Rental
revenue

NOI + KM

EBITDA

Net Income

FFO

186.2 M

213.6 M

187.1 M

93.4 M

143.9 M

+21.6%

+23.6%

+25.6%

+32.7%

+31.5%

OPERATIONAL AND FINANCIAL HIGHLIGHTS


Same Store Rent (SSR) increased 10.1% in 2Q14, with real growth of 4.1%. Rental revenue saw an
increase of 21.6%, reaching R$186.2 million in 2Q14, boosted by portfolio consolidation and new areas delivered.
Strong sales growth: Multiplan shopping centers posted total sales of R$3.0 billion in 2Q14, 15.2% higher than
in 2Q13.

In 1H14, total sales reached R$5.7 billion, up 13.3% from 1H13.

Same Area Sales (SAS) increased 12.0% in 2Q14, and Same Store Sales (SSS) grew 9.4% in the quarter.
SSS for satellite stores showed a strong performance: an increase of 9.7% in the quarter, led by a 19.2% growth in
the food segment, while anchors increased 8.0%, with a solid contribution from the home & office segment.
Following the fast sales growth, occupancy cost was 12.7% in 2Q14, a 100 bps drop from 2Q13.
Delinquency rate and rent loss remained at low levels, with 2.1% and 0.6%, respectively.
Occupancy rate was 98.4% in 2Q14, 80 bps higher than 2Q13, even with the new areas recently added.
Gross revenue increased 13.5% in 2Q14 versus 2Q13, reaching R$298.3 million.
Net Operating Income (NOI) + Key Money (KM) increased 23.6% in 2Q14 to R$213.6 million, with a margin
1

of 88.6%. In the last twelve months, NOI + KM increased 12.4% to R$798.8 million. In 2Q14 NOI + KM per share was
of R$1.14, implying a five-year CAGR of 14.0%.
Consolidated EBITDA increased 25.6% in 2Q14 to R$187.1 million, with a margin increase of 591 bps, to
68.6%. EBITDA in the last twelve months was R$686.1 million.
Multiplan funding cost was 10.5% at the end of 2Q14 and remained below Selic, 50 bps inside the curve.
Net income and FFO increased 32.7% and 31.5%, respectively. Net income was R$93.4 million and FFO
achieved R$143.9 million in 2Q14. FFO per share reached R$0.77 in 2Q14, representing a significant CAGR 2009-14 of
15.4%.
th

On June 30 , 2014, Multiplan announced the payment of interest on shareholders equity of R$70.0
million before taxes.

44

FUTURE GROWTH
Announced: the signing of a land swap agreement for a 111 thousand m land plot, which should be used
for the development of a new shopping center, in Parque Global, a mixed use real estate project in the south area of
So Paulo.
th

Announced: the preleasing of ParkShoppingCanoas, the companys 19

mall, located in the city of

Canoas, state of Rio Grande do Sul. It will have 48.0 thousand m in GLA in its first phase.
Delivered: in June, 2014, the Expansion VII in BarraShopping added 51 new stores. The total GLA of the
BarraShopping Complex, which includes New York City Center, reaches 101.0 thousand m, and has 760 operations.
Recent Event
By the date this report was published, Morumbi Corporate had 65.0% of its GLA leased.
1

Total shares on June, 30th, 2014 net of stocks held in treasury, totaling 187,873,311 shares.

45

Consolidated Financial Statements Managerial Report

1.
(R$'000)

Rental revenue
Services revenue

2Q14

2Q13

Chg. %

1H14

1H13

Chg. %

186,249

153,123

21.6%

354,171

307,559

15.2%

27,548

27,234

1.2%

59,735

52,061

14.7%

9,495

14,164

33.0%

19,751

26,966

26.8%

Parking revenue

38,633

30,902

25.0%

74,048

61,098

21.2%

Real estate for sale revenue

28,543

26,612

7.3%

54,396

40,723

33.6%

Straight line effect

6,599

9,027

26.9%

18,010

18,573

3.0%

Other revenues

1,201

1,778

32.5%

2,108

1,783

18.2%

Key money revenue

Gross Revenue

298,268

262,840

13.5%

582,220

508,763

14.4%

Taxes and contributions on sales and services

(25,794)

(25,417)

1.5%

(52,497)

(47,794)

9.8%

Net Revenue

272,474

237,423

14.8%

529,723

460,970

14.9%

Headquarters expenses

(31,587)

(32,123)

1.7%

(56,082)

(51,983)

7.9%

(3,540)

(2,439)

45.2%

(6,626)

(4,763)

39.1%

(24,841)

(34,386)

27.8%

(50,385)

(59,283)

15.0%

Office towers for lease expenses

(2,540)

na

(5,969)

na

New projects for lease expenses

(2,493)

(1,192)

109.2%

(8,827)

(5,562)

58.7%

New projects for sale expenses

(2,288)

(3,090)

25.9%

(6,002)

(5,600)

7.2%

(17,919)

(17,186)

4.3%

(33,379)

(29,027)

15.0%

406

(235)

na

11,415

(685)

na

Stock-option expenses
Shopping centers expenses

Cost of properties sold


Equity pickup
Other operating income/expenses
EBITDA

(622)

2,179

na

9,742

4,172

133.5%

187,050

148,951

25.6%

383,610

308,238

24.5%

Financial revenues

9,451

13,777

31.4%

18,978

23,442

19.0%

Financial expenses

(48,781)

(41,465)

17.6%

(98,276)

(81,503)

20.6%

Depreciation and amortization

(40,059)

(29,295)

36.7%

(79,351)

(57,399)

38.2%

Earnings Before Taxes

107,662

91,968

17.1%

224,962

192,778

16.7%

(3,794)

(11,832)

67.9%

(31,815)

(38,770)

17.9%

(10,470)

(9,783)

7.0%

(17,444)

(13,226)

31.9%

(23)

(9)

151.4%

(43)

(16)

176.7%

93,375

70,344

32.7%

175,660

140,766

24.8%

Income tax and social contribution


Deferred income and social contribution taxes
Minority interest
Net Income

46

(R$'000)
NOI
NOI margin
NOI + Key Money

2Q14

2Q13

Chg. %

1H14

1H13

Chg. %

204,101

158,666

28.6%

389,875

327,947

18.9%

88.2%

82.2%

598 b.p

87.4%

84.7%

268 b.p

213,596

172,830

23.6%

409,626

354,912

15.4%

NOI + Key Money margin

88.6%

83.4%

523 b.p

87.9%

85.7%

222 b.p

Shopping Center EBITDA

178,635

148,923

20.0%

361,287

311,194

16.1%

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

75.3%

69.8%

553 b.p

77.5%

73.4%

416 b.p

187,050

148,951

25.6%

383,610

308,238

24.5%

68.6%

62.7%

591 b.p

72.4%

66.9%

555 b.p

93,375

70,344

32.7%

175,660

140,766

24.8%

34.3%

29.6%

464 b.p

33.2%

30.5%

262 b.p

103,845

80,127

29.6%

193,104

153,992

25.4%

38.1%

33.7%

436 b.p

36.5%

33.4%

305 b.p

143,904

109,422

31.5%

272,454

211,391

28.9%

52.8%

46.1%

673 b.p

51.4%

45.9%

558 b.p

2. Project Development
Investments during 2Q14 sum R$79.6 million
Multiplan invested R$79.6 million during 2Q14, of which R$41.0
million went to mall expansions, R$21.7 million to land acquisition
and R$10.8 million to renovations. The figure for the first half of
2014 was of R$169.9 million.

2.1 Shopping Center Expansions


BarraShopping Expansion VII opens 100% leased with 51 new stores
th

The seventh expansion of BarraShopping opened on June 10 , 2014, with a total GLA of 9.5 thousand m, and
added 51 new stores in this first phase, 100% leased. Pursuing the companys strategy of renovating and
enhancing the choice of operations, the expansion brings, in addition to important domestic and foreign brands,
new designer stores, restaurants and services, several of them new to the city, further consolidating the shopping
center. Additionally, with the goal of enhancing costumer experience, the company added 628 parking spots in a
modern underground parking.
The project also has a second phase, to be delivered in the fourth quarter of 2014, which will add a two-floor
medical center, expanding the existing BarraShopping Medical Center, the countrys first of its kind integrated to a
shopping center, with 30 clinics, a diagnosis center and a Day-Hospital.
With expansion VII, the total GLA of the BarraShopping Complex, which includes New York City Center, reaches
101.0 thousand m, and 760 operations.

47

2.2 Mixed-use: Office and Residential Towers for Sale

Towers at BarraShoppingSul: delivery just ahead


On its final stage, Diamond Tower and Rsidence du Lac, a condo-office tower and a residential building
at BarraShoppingSul, have 97% and 100% of its units sold, respectively. Both buildings have a combined
potential sales value (PSV) of R$256.9 million and are scheduled to be delivered in the second half of
2014.

2.3 Future Growth and Land Bank


New land in a premium zip code in So Paulo
Multiplan announced in June 2014 the signing of a land swap agreement with BNI Empreendimentos e
Participaes S.A. and an affiliate, for a 111 thousand m land plot, which will be used for the development of a new
shopping center, in Parque Global, a mixed use real estate project located in Av. Marginal do Rio Pinheiros, in the
south area of So Paulo.
The company plans to develop a new shopping center of approximately 80 thousand m of Gross Leasable Area
(GLA), when including future expansion. The agreement also considers the potential development of office and
residential towers integrated to the shopping center, subject to future permits by the local authorities.
Multiplan begins preleasing ParkShoppingCanoas
Multiplan has begun preleasing stores in ParkShoppingCanoas, its 19

th

shopping center, located in the city of

Canoas, state of Rio Grande do Sul. ParkShoppingCanoas will have in its first phase 48.0 thousand m in Gross
Leasable Area (GLA), an innovative architectural project and a large area for leisure and services distributed among
258 stores. The development will offer a hypermarket, a ice rink, a gym, an indoor amusement park, five movie
theaters stadium type, six gourmet restaurants with a varanda overlooking the municipal park Getlio Vargas, and a
food court with 28 operations.
Furthermore, the mall will have 2,500 parking spots, of which approximately 1,000 will be covered. The area also
offers the potential for future developments of mixed use projects. Multiplans interest in the shopping center will be
of 80.0%, and the inauguration is scheduled for the second half of 2016. The companys stake in the projects
development costs (CAPEX) will be of 94.7%

48

Land bank of 874 thousand m for future mixed-use projects


Multiplan currently holds 874 thousand m of land for future developments. All sites showed in the list below are
integrated to the companys shopping centers and should be used to foster the development of mixed use projects,
1

primarily for sale . Based on current internal projects assessments, the company estimated a total 1.0 million m of
area for sale.
Land location
BarraShoppingSul
JundiaShopping
ParkShoppingBarigi
ParkShoppingCampoGrande
ParkShoppingCanoas

4,500 m

% Multiplan

11,616 m Office

100%
100%

28,214 m

43,376 m Apart-Hotel, Office

94%

317,755 m

92,774 m Office, Residential

90%

18,721 m

22,457 m Hotel, Apart-Hotel, Office

ParkShoppingSoCaetano

36,948 m

Parque Shopping Macei

140,000 m

164,136 m Office, Residential

RibeiroShopping

138,000 m Office

102,295 m

138,749 m Hotel, Apart-Hotel, Office, Residential

Shopping AnliaFranco

29,800 m

89,600 m Residential

VillageMall

36,000 m

36,077 m Office

Total
1

Private
Project type
Area
159,587 m
304,515 m Hotel, Apart-Hotel, Office, Residential

Land area

873,819 m

1,041,299 m

n.a.
100%
50%
100%
36%
100%
86%

This information is merely informative for the better understanding of the companys growth potential and should

not be construed as a commitment to develop them, and that they may be changed or cancelled without any
previous warning.

3. Operational Indicators
3.1 Tenant Sales
15.2% growth in shopping center sales in 2Q14, reaching R$3.0 billion
Multiplan shopping centers posted total sales of R$3.0 billion in 2Q14, an increase of 15.2% compared to
2Q13. In 1H14, sales reached R$5.7 billion, growing 13.3% on top of 1H13. Sales in Multiplan malls have
been growing consistently higher than national retail sales, as reported by IBGE - Brazilian Institute for
Geography and Statistics. In April and May 2014 (data for June had not yet been released by the date this
report was issued) according to IBGE, national retail sales increased 5.7% when compared to the same
period in 2013.
Consolidated and growing stronger
Four out of the five malls with 30+ years in operation showed double digit sales growth in 2Q14 and an
average growth of 13.7% in the quarter. RibeiroShopping, benefited from expansions VII and VIII, and
MorumbiShopping, strengthened by a recent tenant-mix reshuffling, were the highlights with sales
increases of 20.4% and 16.5% respectively.
Results were also impressive in recently opened shopping centers. ParkShoppingSoCaetano, in its third

49

year in operation, continues to show a strong sales pace (+13.5%). ParkShoppingCampoGrande and
JundiaShopping, two quarters away from their second year anniversary recorded sales growth of 22.4%
and 28.4% respectively.
And the quarters most notable highlight was VillageMall, with a remarkable 91.8% sales growth, as a
consequence of a 45.2% Same Store Sales growth and boosted by the opening of new stores which has
energized the malls productivity and enhanced its customer flow. In 2Q14, VillageMall was the fifth largest
sales/m in the portfolio (please refer to page 30 for the portfolios sales/m information).
2Q14

2Q13

Chg.%

1H14

1H13

Chg.%

BH Shopping

Shopping Center Sales (100%) Opening


(1979)

263.4 M

246.8 M

6.7%

509.5 M

480.9 M

5.9%

RibeiroShopping

(1981)

181.1 M

150.4 M 20.4%

346.7 M

294.4 M 17.8%

BarraShopping

(1981)

417.9 M

379.1 M 10.2%

809.6 M

758.5 M

MorumbiShopping

(1982)

386.3 M

331.5 M 16.5%

718.3 M

628.0 M 14.4%

ParkShopping

(1983)

247.1 M

223.3 M 10.7%

479.6 M

437.0 M

DiamondMall

(1996)

146.0 M

129.0 M 13.2%

277.2 M

249.6 M 11.1%

New York City Center

(1999)

51.1 M

48.9 M

4.6%

109.2 M

106.8 M

2.3%

Shopping Anlia Franco

(1999)

234.2 M

213.8 M

9.5%

441.1 M

402.8 M

9.5%

ParkShoppingBarigi

(2003)

198.4 M

194.0 M

2.3%

384.5 M

375.6 M

2.4%

Ptio Savassi

(2004)

85.1 M

81.5 M

4.5%

164.7 M

159.5 M

3.3%

Shopping Santa rsula

(1999)

42.0 M

44.8 M

6.3%

84.4 M

86.0 M

1.8%

BarraShoppingSul

(2008)

175.4 M

161.8 M

8.4%

333.2 M

311.5 M

7.0%

Shopping Vila Olmpia

(2009)

81.7 M

78.0 M

4.8%

159.4 M

148.4 M

7.5%

ParkShoppingSoCaetano

(2011)

127.5 M

112.3 M 13.5%

236.6 M

212.4 M 11.4%

JundiaShopping

(2012)

98.9 M

77.0 M 28.4%

183.3 M

143.5 M 27.8%

ParkShoppingcampoGrande

(2012)

92.2 M

75.3 M 22.4%

172.0 M

143.1 M 20.2%

VillageMall

(2012)

127.8 M

66.6 M 91.8%

220.3 M

122.0 M 80.5%

Parque Shopping Macei

(2013)

55.4 M

Total

n.a.

3,011.4 M 2,614.2 M 15.2%

104.8 M

6.7%
9.7%

-.

n.a.

5,734.4 M 5,059.8 M 13.3%

Ptio Savassi was acquired by Multiplan in June, 2007, and opened in 2004.
2
Shopping Santa rsula was acquired by Multiplan in April, 2008, and opened in 1999.
Parque Shopping Macei opened on November 7th, 2013.

The gap started to close again and again


As mentioned in the last quarters report, the three new malls opened in 4Q12 continue to speed up
sales/m, increasing the metric by 75.2% from 1Q13 (R$648/m/month) to 2Q14 (R$1,135/m/month).
Multiplans portfolio, excluding these new malls, saw sales/m increase 13.8% in the same period, to
R$1,565/m/month. As a result, the sales/m gap between the new malls and that of the portfolio dropped
from 112% in 1Q13, to 38% in 2Q14, thus indicating the consolidation process positively impacting the
operational metrics. New malls productivity is expected to maintain this fast pace as they consolidate.

In the last twelve months, the portfolios sales/m was of R$18,311/m. Stores with less than 1,000
m posted sales of R$24,789/m while the majority of stores, with 200m or less, had sales of
R$28,321/m.

50

Case Study - FIFA World Cup Impact on Multiplan Sales; Better than Expected
th

th

Multiplan had sales increase of 18.3% in the first eleven days of June, and 1.4% between June 12 and July 13 ,
adding R$1.35 billion in sales in the period.
Tourist flow improves sales, especially in Rio de Janeiro
From a total of 64 matches played in the FIFA World Cup 2014 in Brazil, 35 games (55%) were held in cities in
which Multiplan has shopping centers. The flow of tourists in company malls was stronger than expected, especially
in the city of Rio de Janeiro: the first days of June already saw a 23.7% hike in sales, and a 10.3% increase during
the World Cup, given its attractiveness to tourists, both domestic and international. This increase in people flow did
more than offset the official holidays in the cities were games were hosted, and only marginally affected sales in the
specific cities and days.
Brazilian team games and the final match anticipated sales
On days the Brazilian team played and in the Final Match sales dropped sharply (from 11 to 61%), explained in part
by the shift in attention to the matches, and were counterbalanced by the higher sales between matches. The chart
st

below compares daily sales with sales of the same weekday in the previous year (i.e.: Sunday June 1 , 2014,
nd

compared to Sunday June 2 , 2013).

Food Court and Gourmet Area and Miscellaneous sales growing throughout the period
While the majority of mall showed growth in sales during the
World
Cup
9.8%

World Cup, some segments performed better than others.

Multiplan TenantsSales

Services, which includes entertainment, was the only

Food Court & Gourmet Area

22.1%

segment that showed decreases in sales, when considering

Miscellaneous

18.9%

6.6%

both periods together, given the shift in attention from the

Apparel

19.2%

(0.3%)

Home & Office

22.4%

(5.1%)

2.5%

(6.3%)

18.3%

1.4%

consumers. Food Court and Gourmet Area benefitted the


most from the increase in tourist flow, growing sales during

Services
Total

June 1st- 11th

and before the World Cup.


While apparel had flat sales during the World Cup, it went up 19.2% in the days preceding the matches, and sport
apparel went up 52.1% in the same period, and kept going up, by 36.4%, during the games, especially the days
before the Brazilian team matches. Sporting Goods, which is included in the Miscellaneous segment, also grew
remarkably well, up 61.9% in the first days of June, and 32.2% throughout the World Cup. As expected, the Home
and Office segment had the strongest sales growth in the period before the World Cup, driven mostly by TV sets
and Home Theaters, in which electronic appliances grew 25.3% in the period.
Wrapping it all up: Strong sales and Olympic Games to come
Multiplan saw a positive effect on sales during the World Cup. While some shopping centers benefitted more and
others less, the strong performance of malls in Rio de Janeiro creates a positive expectation with regards to the
potential impact of the Olympic Games, to be hosted in the city, in 2016.
Highest SSS and SAS growth in the last 14 quarters

51

Same store sales (SSS) and same area sales (SAS) performance reflected the strong operating results in 2Q14
and recorded increases of 9.4% and 12.0%, respectively. The widening of the gap between these metrics with a
clear advantage for SAS indicates the positive impacts of changes in mix in the last 12 months, as well as the fast
consolidation of the younger shopping centers. In 1H14, SSS grew 8.8% and SAS 10.7%, compared to 1H13.

Satellite stores show another strong quarter, SSS increase of 9.7% in 2Q14
Same store sales for satellite stores in 2Q14 recorded the highest mark in the last five quarters (+9.7%)
and was boosted by Food Court & Gourmet Area operations, with a remarkable 19.2% SSS growth, as well
as Miscellaneous operations (where sporting goods stores were the main highlight), with an increase of
14.0%. Anchor stores recorded an 8.0% growth, pushed by Home & Office and Apparel stores, with 9.7%
and 8.0% increases, respectively.
2Q14 x 2Q13
Same Store Sales

Anchors

Satellites

Total

19.2%

19.2%

Apparel

8.0%

6.6%

6.9%

Home & Office

9.7%

7.2%

8.1%

Miscellaneous

6.7%

14.0%

11.8%

Services

5.2%

0.8%

1.5%

Total

8.0%

9.7%

9.4%

Food Court & Gourmet Area

Same Store Sales growth breakdown

52

3.2 Operational Indicators

Occupancy cost drops 100 bps to 12.7%: the perks of a strong sales growth
In 2Q14, occupancy cost was 12.7%, down 100 bps when compared both to 2Q13 and 1Q14. This drop results
from the fast sales growth and puts the current occupancy cost at a lower level compared to the prior quarters.
The turnover, measured by the percentage of the GLA, decreased from 1.4% in 2Q13 down to 1.0% in 2Q14.
Multiplan shopping centers delinquency rate (rental payment delay beyond 25 days) was 2.1% in 2Q14 versus
2.0% in 2Q13. Rent loss reached 0.6%, remaining well within the lowest range for the company.
Occupancy rate remains high and healthy
In spite of the addition of three expansions Expansion VII and VIII in RibeiroShopping and Expansion VII in
BarraShopping, and a new mall, Parque Shopping Macei, the occupancy rate was of 98.4% in 2Q14, 80 bps
higher than the 97.6% presented in 2Q13 and in line with the figure for 1Q14. This high occupancy is an indication
of the attractiveness of Multiplans portfolio and of future growth opportunities.

4. Gross Revenue
Gross revenue increases 13.5% to R$298.3 million in 2Q14
Gross revenue reached R$298.3 million in 2Q14, a 13.5% increase over 2Q13. The largest contributors were
rental and parking revenues, with increases of 21.6% and 25.0%, respectively. These lines represent 75.4% of
2Q14 gross revenue, increasing their contribution when compared to the 70.0% recorded in 2Q13.
In 1H14, gross revenue increased 14.4% to R$582.2 million, driven by rental revenue (+15.2%), services
revenue (+14.7%), parking revenue (+21.2%) and real estate revenue (+33.6%).

5. Property Ownership Results


5.1 Rental Revenue
Rental revenue increases 21.6% to R$186.2 million in 2Q14
Multiplan recorded a rental revenue of R$186.2 million in 2Q14, up 21.6% when compared to 2Q13. Merchandising
revenue, which benefited from World Cup related campaigns, and overage, positively impacted by higher sales,
were the main highlights with quarterly increases of 32.2% and 21.8%, respectively. Base rent increased 20.7% to
R$155.0 million, as a consequence of organic growth and the GLA expansion in the period. In 1H14, rental revenue
increased 15.2%, to R$354.2 million, also boosted by merchandising revenue (+25.5%) and overage rental revenue
(+13.9%).

53

If considering the straight line effect, which recorded R$6.6 million in the quarter, and R$18.0 million in the first half
of the year, rental revenue increase would be of 18.9% (2Q14/2Q13) and 14.1% (1H14/1H13). Please note that the
straight line effect does not represent a cash event.
Young malls rent/m upside: engaged!
Multiplans shopping centers portfolio average rent/m reached R$103/m/month in 2Q14. Breaking down this
average between malls with more than five years in operation (R$115/m), and less than five years in operation
(R$71/m), leads to a gap of 61.9%, which indicates the upside potential for younger shopping centers. This upside
is even clearer if considered the strong sales/m evolution analysis (please see page 12 for more details), indicating
that operational consolidation comes at a fast pace.
downloaded

from

the

Fundamentals

Additional data on shopping centers results can be

Spreadsheet

on

Multiplans

investor

relations

website

(www.multiplan.com.br/ir).

VillageMalls rental revenue grows 46.1% in 2Q14


The quarters main highlight was VillageMall, positively impacted by the malls early consolidation, clearly
accelerated by store mix improvements and the opening of new stores. The malls rental revenue increased 46.1%
in 2Q14, compared to 2Q13, reaching R$8.9 million.
ParkShoppingSoCaetano and Shopping Vila Olmpia are going through important ramp up periods (3

rd

and 5

th

year in operation, respectively), and recorded rental revenue growths of 23.0% and 18.3%.
Malls with 30+ years in operation were also a highlight: RibeiroShopping, boosted by the successful delivery of
expansions VII and VIII throughout 2H13, showed rent increase of 35.0% in 2Q14. BarraShopping benefited
th

partially from the opening of expansion VII in the end of the quarter (June 10 ), even though rental revenue grew
strongly by 13.8%.
Finally, MorumbiShopping, with a robust 15.0% rental increase, started reaping the benefits of recent
improvements in its tenant mix, which resulted in

the malls strong sales performance in the quarter.

MorumbiShopping saw a remarkable 70.8% growth in overage rent in 2Q14.

54

Rental Revenue (R$)

2Q14

2Q13

Chg.%

1H14

1H13

Chg.%

BH Shopping

(1979)

17.9 M

16.5 M

8.5%

35.1 M

35.7 M

1.6%

RibeiroShopping

(1981)

11.7 M

8.7 M

35.0%

22.0 M

17.3 M

27.6%

BarraShopping

(1981)

21.5 M

18.9 M

13.8%

41.8 M

37.7 M

10.9%

MorumbiShopping

(1982)

24.2 M

21.1 M

15.0%

47.3 M

42.0 M

12.6%

ParkShopping

(1983)

11.5 M

10.5 M

9.7%

22.0 M

20.6 M

6.6%

DiamondMall

(1996)

9.5 M

8.8 M

7.8%

18.5 M

17.5 M

5.7%

New York City Center

(1999)

1.8 M

1.7 M

5.2%

3.4 M

3.5 M

4.1%

Shopping Anlia Franco

(1999)

6.0 M

5.7 M

5.9%

11.7 M

11.0 M

6.7%

ParkShoppingBarigi

(2003)

11.4 M

11.0 M

4.0%

22.1 M

21.3 M

4.0%

Ptio Savassi

(2004)

5.9 M

5.7 M

3.0%

11.8 M

11.2 M

5.8%

Shopping Santa rsula

(1999)

1.4 M

1.4 M

2.6%

2.6 M

2.7 M

3.1%

BarraShoppingSul

(2008)

12.4 M

11.1 M

11.6%

23.6 M

22.0 M

7.5%

Shopping Vila Olmpia

(2009)

5.0 M

4.3 M

18.3%

9.1 M

8.9 M

3.3%

ParkShoppingSoCaetano

(2011)

10.0 M

8.2 M

23.0%

19.4 M

16.8 M

15.7%

JundiaShopping

(2012)

7.0 M

6.5 M

8.9%

13.3 M

12.7 M

4.5%

ParkShoppingCampoGrande

(2012)

7.6 M

7.2 M

5.7%

14.9 M

14.7 M

1.3%

VillageMall

(2012)

8.9 M

6.1 M

46.1%

15.0 M

12.1 M

23.7%

Parque Shopping Macei

(2013)

2.4 M

n.a.

4.7 M

n.a.

Morumbi Corporate
Subtotal
Straight line effect
Total

Opening

(2013)

10.1 M

n.a.

15.7 M

n.a.

186.2 M

153.1 M

21.6%

354.2 M

307.6 M

15.2%

6.6 M

9.0 M

26.9%

18.0 M

18.6 M

3.0%

192.8 M

162.149 M

18.9%

372.2 M

326.1 M

14.1%

Ptio Savassi was acquired by Multiplan in June, 2007, and opened in 2004.
2
Shopping Santa rsula was acquired by Multiplan in April, 2008, and opened in 1999.
Parque Shopping Macei opened on November 7th, 2013.

55

Morumbi Corporate contributes with R$10.1 million in rent in 2Q14; leased area increases to 65.0%
Morumbi Corporate, the two-tower office complex located across from MorumbiShopping, recorded R$10.1
million in rental revenue in 2Q14. The towers are connected by an indoor gourmet plaza, providing the
companies with quality restaurants, cafs and a bombonire. Morumbi Corporate contributed with R$15.7
million in 1H14 and ended 2Q14 with 61.2% of its GLA leased. By the date this report was published,
65.0% of the GLA was leased.

Same Store Rent growth of 10.1% in 2Q14; real increase of 4.1%


Same Store Rent (SSR) grew 10.1% in 2Q14, compared to 2Q13. As mentioned previously, the strong sales
performance in the quarter played a key role in leading to an overage rent increase of 21.8% in 2Q14, when
compared to 2Q13. The IGP-DI adjustment effect was 5.8% in the quarter, leading to a real growth of 4.1%, the
highest growth in the last five quarters. The Same Area Rent (SAR) increased 8.1% in 2Q14.

5.2 Parking Revenue


Parking revenue increases 25.0% to R$38.6 million in 2Q14
As a result of the combination of an increase in car flow coming from new shopping centers and the increase of
parking spaces through new areas, parking revenue reached R$38.6 million in 2Q14, a growth of 25.0% when
compared to 2Q13.
In 1H14, parking revenue increased 21.2% to R$74.0 million, compared to the same period of the previous year.
5.3 Shopping Center Expenses
Shopping center expenses drop 27.8% in 2Q14
Shopping center expenses decreased 27.8% to R$24.8 million in 2Q14, when compared to 2Q13, in spite
of the delivery of new areas. As a percentage of shopping center net revenue, mall expenses decreased
668 bps in 2Q14 when compared to 2Q13, reaching 10.6%. In 1H14, shopping center expenses summed
R$50.4 million, a 15.0% decrease compared to 1H13. Mall expenses as a percentage of shopping center
net revenue was 11.1% in 1H14, 376 bps lower than in 1H13.

As mentioned in the previous report, the temporary higher brokerage fees and condominium expenses incurred last
year, linked to malls and expansions delivered at that time, have come down and Multiplan believes that as the new
operations mature, margins should continue to improve and converge towards those of the consolidated malls.
5.4 Office Tower Expenses
MorumbiCorporate: expenses fell 25.9%

56

As a result of the increase in signed leases (at 61.2% of total GLA in the end the quarter and 65.0% by the day this
report was published), Morumbi Corporate, the two-tower office complex located across from MorumbiShopping,
recorded R$2.5 million in lease expenses in 2Q14, a 25.9% decrease compared to 1Q14. As the project continues
to increase occupancy, operating margin should increase in the following quarters.

5.5 Net Operating Income NOI

Multiplan recorded a Net Operating Income (NOI) + Key Money (KM) of R$213.6 million in 2Q14, 23.6% higher than
in 2Q13. In the same period, NOI + Key Money margin grew 523 bps to 88.6%.
In 1H14, NOI + Key Money increased 15.4% compared to 1H13, to R$409.6 million with a margin of 87.9%.

NOI + Key money increases 23.6% in


2Q14, and margin reaches 88.6%NOI
Calculation (R$)
Rental revenue
Straight line effect
Parking revenue

2Q14

2Q13

Chg.%

1H14

1H13

Chg.%

186.2 M

153.1 M

21.6%

354.2 M

307.6 M

15.2%

6.6 M

9.0 M

26.9%

18.0 M

18.6 M

3.0%

38.6 M

30.9 M

25.0%

74.0 M

61.1 M

21.2%

Operational revenue

231.5 M

193.1 M

19.9%

446.2 M

387.2 M

15.2%

Shopping center expenses

(24.8 M)

(34.4 M)

27.8%

(50.4 M)

(59.3 M)

15.0%

(2.5 M)

N.A.

(6.0 M)

N.A.

Real estate for lease expenses

204.1 M

158.7 M

28.6%

389.9 M

327.9 M

18.9%

NOI margin

88.2%

82.2%

598 b.p

87.4%

84.7%

268 b.p

Key Money

9.5 M

14.2 M

33.0%

19.8 M

27.0 M

26.8%

Operational revenue + Key money

241.0 M

207.2 M

16.3%

466.0 M

414.2 M

12.5%

NOI + Key Money

213.6 M

172.8 M

23.6%

409.6 M

354.9 M

15.4%

88.6%

83.4%

523 b.p

87.9%

85.7%

222 b.p

NOI

NOI + Key Money margin

The NOI + Key Money per share reached R$1.14 in 2Q14, implying a strong five-year CAGR of 14.0%. In the last
twelve months, NOI + Key Money was R$4.23 per share, equivalent to a five-year CAGR of 13.0%.
6. Shopping Center Management Results
6.1 Services Revenue
Services revenue covers all company headquarters expenses in 1H14

57

Services revenue - composed mainly by portfolio management, brokerage and transfer fees - presented a 1.2%
increase in 2Q14, resulting from the combination of a R$1.5 million increase in shopping center management
fees, partially offset by a R$1.2 million decrease in brokerage fees in 2Q14, compared to 2Q13, due to reduction
in the area to be leased.
In 1H14, services revenue was equivalent to 107.0% of General and Administrative expenses in the same
period, showing that this revenue line covered all company headquarters expenses.

6.2 General and Administrative Expenses (Headquarters)


G&A expenses decrease 1.7% in 2Q14, representing 11.6% of net revenues, down from 13.5% in 2Q13

In 2Q14, General and Administrative (G&A) expenses decreased 1.7% when compared to the same period
in the last year, mainly due to a reduction in services expenses , which decreased 7.8%, and partially offset
by higher payroll expenses (+3.7%).

As a percentage of net revenue, G&A expenses dropped 194 bps from 13.5%, in 2Q13, to 11.6%, in 2014.

In 1H14, G&A expenses as a percentage of net revenue went from 11.3% in 1H13, down to 10.6%,
reaching R$56.1 million, 7.9% higher than in 1H13.

7. Shopping Center Development Results


7.1 Key Money Revenue
Key money revenue totals R$ 9.5 million in 2Q14
Key Money Revenue (R$)

2Q14

2Q13

Chg. %

1H14

1H13

Chg. %

Operational (Recurring)

1.0 M

3.7 M

74.0%

2.2 M

6.7 M

66.7%

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

8.5 M

10.5 M

18.4%

17.5 M

20.2 M

13.5%

Key Money Revenue

9.5 M

14.2 M

33.0%

19.8 M

27.0 M

26.8%

58

Key money revenue recognition in 2Q14 decreased 33.0% to R$9.5 million, impacted by BarraShoppingSul which
completed its first five years in operation (the accounting accrual period for most mall key money contracts), and
partially compensated by the key money from new areas (Parque Shopping Macei and RibeiroShopping Exp. VII
and VIII) delivered in 4Q13.
Key money revenue is composed of (i) recurring or operational revenue, from key money accrued from areas with
more than five years in operation, and the turnover in the same period. This reflects the companys effort to improve
the tenant mix in its malls, and (ii) non-recurring revenue, from key money of lease contracts of greenfields and
expansions delivered in the last five years.

7.2 New Projects for Lease Expenses


In 2Q14, new projects for lease expenses reached R$2.5 million, compared to R$1.2 million in 2Q13. In
2Q14, new projects for lease expenses were composed mainly of expenses with the new cycle of
projects.
These expenses are incurred mostly in the planning, launching and opening of projects, and are an
important tool to implement the companys strategy to attract the best tenants and create the ideal mix for
each mall.

8. Real Estate for Sale Results


8.1 Revenue
Multiplan recorded real estate for sale revenue of R$28.5 million in 2Q14, 7.3% higher than in 2Q13. Real estate for
sale revenue, as per the percentage of completion method PoC, was composed mainly of revenues from the real
estate projects in the BarraShoppingSul Complex, including the Diamond Tower (97.0% sold) and Rsidence du
Lac (100.0% sold), with construction works running according to plan in both projects.
Furthermore, gross real estate margin inched up 180 bps, from 35.4% in 2Q13, to 37.2% in 2Q14. In 1H14, real
estate margin reached 38.6%, in line with the last five years margin of 39.5%.

8.2 Cost of properties sold


The company recorded cost of properties sold of R$17.9 million in 2Q14, in line with the evolution of construction
works, driven mainly by costs from the real estate projects in the BarraShoppingSul Complex.

59

8.3 New Projects for Sale Expenses


New projects for sale expenses decreased to R$2.3 million in 2Q14, compared to R$3.1 million in 2Q13. In 2Q14,
new projects for sale expenses were composed mainly by (i) brokerage fees, (ii) property taxes (IPTU) for the
landbank, and (iii) expenses related to future projects not yet announced.

9. Financial Results
9.1 EBITDA
While shopping centers owned GLA increases 7.6%, Consolidated EBITDA grows 25.6%
Consolidated EBITDA was 25.6% higher in 2Q14, when compared to 2Q13, driven by (i) a double digit net revenue
growth (+14.8%) and (ii) a decrease of 27.8% in shopping centers expenses, resulting in a margin increase of 591
bps when compared to 2Q13, up from 62.7%, in 2Q13, to 68.6%, in 2Q14. In 1H14, Consolidated EBITDA margin
increased to 72.4% up from 66.9%, and a robust 24.5% growth, to R$383.6 million.

Consolidated EBITDA (R$)

2Q14

2Q13

Chg. %

1H14

1H13

Chg. %

Net Revenue

272.5 M

237.4 M

14.8%

529.7 M

461.0 M

14.9%

Headquarters expenses

(31.6 M)

(32.1 M)

1.7%

(56.1 M)

(52.0 M)

7.9%

Stock-option expenses

(3.5 M)

(2.4 M)

45.2%

(6.6 M)

(4.8 M)

39.1%

(24.8 M)

(34.4 M)

27.8%

(50.4 M)

(59.3 M)

15.0%

Office towers for lease expenses

(2.5 M)

na

(6.0 M)

na

New projects for lease expenses

(2.5 M)

(1.2 M)

109.2%

(8.8 M)

(5.6 M)

58.7%

New projects for sale expenses

(2.3 M)

(3.1 M)

25.9%

(6.0 M)

(5.6 M)

7.2%

(17.9 M)

(17.2 M)

4.3%

(33.4 M)

(29.0 M)

15.0%

0.4 M

(0.2 M)

na

11.4 M

(0.7 M)

na

Shopping centers expenses

Cost of properties sold


Equity pickup
Others
Consolidated EBITDA
Consolidated EBITDA Margin

(0.6 M)

2.2 M

na

9.7 M

4.2 M

133.5%

187.1 M

149.0 M

25.6%

383.6 M

308.2 M

24.5%

68.6%

62.7%

591 b.p

72.4%

66.9%

555 b.p

In the last twelve months Consolidated EBITDA reached R$686.1 million, implying a five-year CAGR of
21.4%. In the same period, the CAGR of shopping center owned GLA reached 11.2%, showing the strong
portfolio value generation, with EBITDA almost doubling the owned GLA growth.

The
compa
nys
Conso

lidated EBITDA margin is normally lower than that of Shopping Center EBITDA margin, reflecting the impact of the
lower margins of the real estate for sale business when compared to those of projects for lease, which will be
shown on the next page.

Shopping Center EBITDA 20.0% higher in 2Q14, while margins increase 553 bps

60

Multiplan recorded in 2Q14 a double digit Shopping Center EBITDA growth (+20.0%), driven by (i) shopping center
net revenues growth (+11.1%) and (ii) the decrease of 9.2% in expenses mainly due to lower shopping center and
headquarters expenses. As a result, Shopping Center EBITDA margin went up from 69.8% in 2Q13, to 75.3% in
2Q14. In 1H14, Shopping Center EBITDA margin was even better, increasing to 77.5% up from 73.4%.
For illustration purposes only, if new projects for lease expenses were excluded from the Shopping Center EBITDA
calculation, Shopping Center EBITDA margin would increase to 76.4% in 2Q14.
Shopping Center EBITDA (R$)

2Q14

2Q13

Chg. %

1H14

1H13

Chg. %

Shopping Center Gross Revenue

259.6 M

236.2 M

9.9%

512.1 M

468.0 M

9.4%

Taxes and contributions on sales and services

(22.5 M)

(22.8 M)

1.7%

(46.2 M)

(44.0 M)

5.0%

Shopping Center Net Revenue

237.2 M

213.4 M

11.1%

465.9 M

424.1 M

9.9%

Headquarters expenses

(27.5 M)

(28.9 M)

4.8%

(49.3 M)

(47.8 M)

3.1%

Stock-option expenses

(3.1 M)

(2.2 M)

40.6%

(5.8 M)

(4.4 M)

33.0%

(24.8 M)

(34.4 M)

27.8%

(50.4 M)

(59.3 M)

15.0%

(2.5 M)

(1.2 M)

109.2%

(8.8 M)

(5.6 M)

58.7%

Shopping centers expenses


New projects for lease expenses
Other operating income (expenses)
Shopping Center EBITDA
Shopping Center EBITDA Margin
(+) New projects for lease expenses
SC EBITDA before New Projects Expenses 4
SC EBITDA before New Projects Expenses Margin

(0.6 M)

2.2 M

na

9.7 M

4.2 M

133.5%

178.6 M

148.9 M

20.0%

361.3 M

311.2 M

16.1%

75.3%

69.8%

553 b.p

77.5%

73.4%

416 b.p

2.5 M

1.2 M

109.2%

8.8 M

5.6 M

58.7%

181.1 M

150.1 M

20.7%

370.1 M

316.8 M

16.8%

76.4%

70.3%

602 b.p

79.4%

74.7%

474 b.p

61

9.2 Financial Results, Debt and Cash


Multiplan ended 2Q14 with a net debt of R$1,929.8 million, compared to R$1,904.5 million in the previous quarter.
The current figure represents a net debt-to-EBITDA (last 12 months) ratio of 2.81x. In 2Q14, the balance between
the interest from the invested cash position and financial expenses generated a negative financial result of R$39.3
million.
June 30th, 2014

March 31st, 2014

Chg. %

Current Liabilities

251.8 M

246.0 M

2.4%

Loans and financing

200.4 M

202.5 M

1.0%

Debentures

10.7 M

2.4 M

351.2%

Obligations from acquisition of goods

40.7 M

41.1 M

1.0%

Non Current Liabilities

1,873.0 M

1,912.3 M

2.1%

Loans and financing

1,543.0 M

1,574.2 M

2.0%

300.0 M

300.0 M

na

30.0 M

38.1 M

21.2%

2,124.9 M

2,158.3 M

1.5%

195.0 M

253.8 M

23.1%

1,929.8 M

1,904.5 M

1.3%

Debentures
Obligations from acquisition of goods
Gross Debt
Cash and Cash Equivalents
Net Debt

Cash and Cash Equivalents in 2Q14 was impacted by R$58.7 million, mainly by the cash outflows of (i) CAPEX of
R$61.7 million in the period, (ii) payment of R$41.8 million in short term bank debt; which were offset mainly by (iii)
cash generation of current operations.
The increase in EBITDA LTM (5.9% vs 1.3% Net Debt, when compared to 1Q14) contributed to change the net
debt-to-EBITDA (LTM) ratio from 2.94x in 1Q14, to 2.81x in 2Q14. Gross debt-to-EBITDA (last 12 months)
decreased from 3.33x in 1Q14, to 3.10x in 2Q14. The weighted average maturity of the company debt at the end of
2Q14 was of 48 months, compared to 45 months in 2Q13 and 50 months in 1Q14.
Jun. 30th, 2014

Mar. 31st, 2014

Net Debt/EBITDA (LTM)

2.81x

2.94x

Gross Debt/EBITDA (LTM)

3.10x

3.33x

EBITDA/Financial Expenses (LTM)

3.82x

3.76x

Net Debt/Fair Value

12.5%

12.8%

Net Debt/Equity

48.9%

48.9%

48

50

Financial Position Analysis*

Weighted Average Maturity (Months)


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

Multiplan funding costs remain below Selic, 50 bps inside the curve
While the basic interest rate increased 25 bps in the quarter to 11.00%, weighted average cost-of-debt increased
th

st

only 9 bps to 10.50% p.a. on June 30 , 2014, up from 10.41% p.a. on March 31 , 2014, presenting an increase in
the spread between the companys weighted average cost of funding and Selics basic interest rate of 50 bps.
th

On a 12-month basis, weighted average cost-of-debt increased by 130 bps, up from 9.2% p.a. on June 30 , 2013,
th

th

while the basic interest rate increased 300 bps, from 8.00% p.a. on June 30 , 2013, to 11.00% p.a. as of June 30 ,

62

2014. For illustration purposes only, in 4Q11 when the Selic rate was also 11.0% p.a., the companys funding cost
was 8 bps higher than Selic, and now it is 50 bps below.
th

Indebtedness interest indices on June 30 , 2014


Index
Performance

Average
Interest Rate

Cost of
Debt

Gross Debt
(R$)

0.54%
11.00%
5.00%
6.24%
6.52%
0.00%
5.70%

9.01%
1.03%
3.25%
1.93%
7.62%
8.03%
4.81%

9.55%
12.03%
8.25%
8.17%
14.14%
8.03%
10.50%

889.4 M
923.2 M
170. M
71.1 M
27.2 M
44. M
2,124.9 M

TR
CDI
TJLP
IGP-M
IPCA
Others
Total

Annual interest rate weighted average.


Index performance for the last 12 months.

9.3 Net Income and Funds From Operations (FFO)


Net income up 32.7% in 2Q14 and 24.8% in 1H14
Net Income presented another robust growth in 2Q14, increasing 32.7% to R$93.4 million, due mainly to (i) 14.8%
increase in net revenue, driven by rental and parking revenue, (ii) lower tax burden, benefitting from the provision of
interest on shareholders equity and (iii) 3.4% decrease in operating expenses, highlighting to the shopping centers
expenses. This result was partially offset by higher (iv) net financial expenses and (v) higher depreciation and
amortization expenses, due to the delivery of one greenfield, three expansions and one office tower in the last
twelve months.
FFO per share reaches 15.4% five year CAGR
Funds From Operations (FFO) reached R$143.9 million in 2Q14, 31.5% higher than in 2Q13. FFO per share (LTM)
reached R$2.59 in 2Q14, representing a CAGR 09-14 of 10.8%. In 1H14, FFO increased 28.9%, reaching R$272.5
million.
Net Income & FFO Calculation
(R$)
Net revenue
Operating expenses
Financial results
Depreciation and amortization

2Q14

2Q13

Chg. %

272.5 M

237.4 M

14.8%

(85.4 M)

(88.5 M)

3.4%

(39.3 M)

(27.7 M)

42.0%

1H14

1H13

Chg. %

529.7 M

461.0 M

14.9%

(146.1 M)

(152.7 M)

4.3%

(79.3 M)

(58.1 M)

36.6%
38.2%

(40.1 M)

(29.3 M)

36.7%

(79.4 M)

(57.4 M)

Income tax and social contribution

(3.8 M)

(11.8 M)

67.9%

(31.8 M)

(38.8 M)

17.9%

Minority interest

(0.0 M)

(0.0 M)

151.4%

(0.0 M)

(0.0 M)

176.7%

103.8 M

80.1 M

29.6%

193.1 M

154.0 M

25.4%

(10.5 M)

(9.8 M)

7.0%

(17.4 M)

(13.2 M)

31.9%

93.4 M

70.3 M

32.7%

175.7 M

140.8 M

24.8%

40.1 M

29.3 M

36.7%

79.4 M

57.4 M

38.2%

10.5 M

9.8 M

7.0%

17.4 M

13.2 M

31.9%

143.9 M

109.4 M

31.5%

272.5 M

211.4 M

28.9%

0.77

0.58

32.2%

1.45

1.12

29.6%

Adjusted net income


Deferred income and social
contribution
Net income
Depreciation and amortization
Deferred income and social
contribution
FFO
FFO per share
1

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

63

10. MULT3 Indicators & Stock Market


Average daily traded volume of R$30.6 million in 2Q14
Multiplans stock (MULT3 at BM&FBOVESPA; MULT3 BZ on Bloomberg) ended the second quarter of 2014
quoted at R$51.30/share, a 0.9% depreciation when compared to the end of 2Q13. Multiplans average daily
traded volume was R$30.6 million in 2Q14 and R$29.1 million in 1H14, 9.8% higher than in 1H13 (R$26.5 million),
when volume was impacted by the issuance of new shares as a result of the Follow On at the beginning of that
year. The daily number of traded shares in 1H14 increased 24.3% over 1H13.
Multiplan shares are part of the following indexes: 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
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.

th

On June 30 , 2014, 29.8% 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 40.3%. Shares held by
management and in treasury totaled 1.1% of the outstanding shares. Total shares issued are 189,997,214.

MULT3 at BM&FBOVESPA

2Q14

2Q13

Average closing price (R$)

49.38

55.61 11.2%

Closing price (R$)


Average daily traded volume (R$)
Market cap (R$)

Chg.%

51.30

51.79

0.9%

30.6 M

32.3 M

5.3%

9,746.9 M 9,840.0 M

0.9%

64

11. Portfolio
State

Multiplan
%

BHShopping

1979

MG

80.0%

46,999 m

152 R$/m

1,919 R$/m

99.3%

RibeiroShopping

1981

SP

80.0%

68,656 m

72 R$/m

985 R$/m

97.1%

BarraShopping

1981

RJ

51.1%

74,738 m

180 R$/m

2,265 R$/m

99.9%

MorumbiShopping

1982

SP

65.8%

55,512 m

195 R$/m

2,388 R$/m

99.9%

ParkShopping

1983

DF

61.7%

53,521 m

113 R$/m

1,634 R$/m

98.9%

DiamondMall

1996

MG

90.0%

21,386 m

157 R$/m

2,298 R$/m

100.0%

New York City Center

1999

RJ

50.0%

22,271 m

47 R$/m

784 R$/m

100.0%

Shopping AnliaFranco

1999

SP

30.0%

51,005 m

123 R$/m

1,607 R$/m

99.5%

ParkShoppingBarigi

2003

PR

84.0%

50,676 m

84 R$/m

1,416 R$/m

99.0%

Ptio Savassi

2004

MG

96.5%

17,398 m

107 R$/m

1,638 R$/m

99.8%

Shopping Santa rsula

1999

SP

62.5%

23,057 m

28 R$/m

649 R$/m

94.9%

BarraShoppingSul

2008

RS

100.0%

69,058 m

57 R$/m

1,187 R$/m

99.5%

Shopping Vila Olmpia

2009

SP

60.0%

28,370 m

95 R$/m

1,116 R$/m

96.7%

ParkShoppingSoCaetano

2011

SP

100.0%

39,274 m

79 R$/m

1,123 R$/m

98.3%

JundiaShopping

2012

SP

100.0%

34,425 m

64 R$/m

1,025 R$/m

96.6%

ParkShoppingCampoGrande

2012

RJ

90.0%

42,819 m

60 R$/m

767 R$/m

97.9%

VillageMall

2012

RJ

100.0%

25,685 m

100 R$/m

1,745 R$/m

99.6%

Parque Shopping Macei

2013

AL

50.0%

37,578 m

44 R$/m

517 R$/m

95.9%

73.8%

762,429 m

103 R$/m

1,444 R$/m

98.4%

Total GLA

Rent
(month)1

avg.
Occupancy
rate

Opening

Portfolio 1Q14

Sales
(month)2

Operating Shopping Centers

Subtotal operating Shopping Centers


Operating office tower
ParkShopping Corporate

2012

DF

50.0%

13,360 m

- Leasing phase

Morumbi Corporate

2013

SP

100.0%

74,198 m

92.4%

87,558 m

80.0%

48,000 m

80.0%

48,000 m

Subtotal operating office tower


Malls under development
ParkShoppingCanoas

TBA

RS

Subtotal malls under development


Office towers for lease under development
BarraShopping Office

51.1%

4,204 m

Subtotal towers under development

2014

RJ

51.1%

4,204 m

Total portfolio

75.8%

902,191 m

Sales per m: Sales of stores that inform sales divided by their GLA.
Rent per m: Rental revenue (base and overage rents) charged from the tenant and divided by its 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).

65

61.2%

12. Ownership Structure


th

Multiplans ownership structure on June 30 , 2014, is described in the chart below. From 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.

22.25%

Maria Helena
Kaminitz Peres

42.93% ON
40.25% Total

Multiplan Planejamento.
Participaes e
Administrao S.A.
77.75%

Treasury

Free Float

23.65% ON
22.17%Total

1.38% ON
1.29% Total

1.19% ON
1.12% Total

Ontario Teachers
Pension Plan
100.0%

1700480
Ontario Inc.

24.11% ON
100.0% PN
28.85% Total

6.24% ON
5.85% Total

Jose Isaac Peres

50.00%
100.0%
FIM Multiplus
Investimento

1.00%

0.50% ON
0.46% Total

Multiplan
Administradora de
Shopping Centers Ltda.

0.01%

Embraplan
Empresa Brasileira
de Planejamento Ltda.

2.00%

SCP Royal Green


Pennsula

98.00%

CAA - Corretagem
Imobiliria Ltda. *

100.0%

CAA - Corretagem e
Consultoria
Publicitria Ltda. *
Multiplan Arrecadadora
Ltda *
100.0%
100.0%

Renasce Rede Nacional de


Shopping Centers Ltda.**
County Estates Limited

Shopping Centers

BarraShopping
BarraShoppingSul
BH Shopping
DiamondMall
MorumbiShopping
New York City Center
ParkShopping
ParkShoppingBarigi
Ptio Savassi
RibeiroShopping
ShoppingAnliaFranco
Shopping Vila Olmpia
Shopping Santa rsula
Parque Shopping Macei
ParkShopping SoCaetano
Jundia Shopping
VillageMall
ParkShopping Campo Grande

51.1%
100.0%
80.0%
90.0%
65.8%
50.0%
61.7%
84.0%
96.5%
80.0%
30.0%
60.0%
62.5%
50.0%
100.0%
100.0%
100.0%
90.0%

Corporate Towers

ParkShopping Corporate
Morumbi Corporate

50.0%
100.0%

99.00%

99.99%

100.0%

100.0%
99.99%

Ptio Savassi Administrao


de Shopping Center Ltda.

100.0%

Morumbi Business Center


Empreendimento Imobilirio Ltda. *

100.0%

MPH
Empreend. Imobilirio Ltda.

50.00%

60.00%

Manati Empreendimentos e
Participaes S.A.

75.00%

50.00%
Parque Shopping Macei S.A.
Danville SP Empreendimento
Imobilirio Ltda. *

100.0%
100.0%

Multiplan Holding S.A.


Ribeiro Residencial
Empreendimento Imobilirio Ltda. *
Multiplan Greenfield I
Empreendimento Imobilirio Ltda. *
100.0%

BarraSul
Empreendimento Imobilirio Ltda. *

100.0%
100.0%
100.0%
100.0%

100.0%
Jundia Shopping Center Ltda. *
Multiplan Greenfield III
Empreendimento Imobilirio Ltda. *
90.00%

0.45%

50.00%

100.0%
100.0%

Parkshopping Campo Grande Ltda. *


50.00%

100.0%
ParkShopping Corporate
Empreendimento Imobilirio Ltda. *

100.0%
Multiplan Greenfield II
Empreendimento Imobilirio Ltda. *
100.0%
53.12%
Multiplan Greenfield IV
Empreendimento Imobilirio Ltda. *
46.88%

Embassy Row Inc


*Multiplan Holding S.A. holds an interest equal or lower than 1.00% in these companies.
**Jos Isaac Peres has a 0.01% interest in this company.

ParkShopping Canoas Ltda.*


ParkShopping Global Ltda.

The interest Multiplan holds in the following Special Purpose Companies (SPC) is 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 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, in which Multiplan has a 50/50 partnership.
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.

66

100.0%
87.0%

Danville SP Empreendimento Imobilirio Ltda.: SPC established for real estate developments in the city of
Ribeiro Preto, State of So Paulo.
Multiplan Holding S.A.: Multiplans whole subsidiary; holds interest in other Companies and assets.

Ribeiro Residencial Empreendimento Imobilirio Ltda.: SPC established for real estate developments in the
city of Ribeiro Preto, State of So Paulo.
Multiplan Greenfield I Empreendimento Imobilirio Ltda.: SPC established to develop a commercial 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 projects
in the city of So Paulo, State of So Paulo, holding 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.: SPC established to develop real estate projects 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.: SPC established to develop real estate projects in
the city of So Paulo, State of So Paulo.
Jundia Shopping Center Ltda.: Owns 100.0% interest in JundiaShopping. Multiplan holds 100.0% interest in
Jundia Shopping Center Ltda, located in the city of Jundia, State of So Paulo.
ParkShopping Campo Grande Ltda.: SPC established to develop ParkShoppingCampoGrande, located in the city
of Rio de Janeiro, State of Rio de Janeiro.
ParkShopping Corporate Empreendimento Imobilirio Ltda.: SPC established to develop real estate projects in
the city of Braslia, Distrito Federal.
ParkShopping Canoas Ltda.: SPC established to develop real estate projects in the city of Canoas, State of Rio
Grande do Sul.
Ptio Savassi Administrao de Shopping Center Ltda.: 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.: SPC established to develop real estate projects in the city of So Paulo, State of So
Paulo.

67

13. Operational and Financial Data


Operational and Financial Highlights
Perfomance
Financial (MTE %)

2Q14

2Q13

Chg.%

1H14

1H13

Chg.%

Gross revenue R$'000

298,268

262,840

13.5%

582,220

508,763

14.4%

Net revenue R$'000

272,474

237,423

14.8%

529,723

460,970

14.9%

496.2

466.5

6.4%

965.9

906.1

6.6%

20.8

19.4

7.1%

40.5

37.8

7.4%

192,849

162,150

18.9%

372,181

326,132

14.1%

351.2

318.6

10.2%

678.6

641.1

5.1%

Rental revenue USD/sq. foot

14.7

13.3

11.0%

28.5

26.7

6.6%

Monthly rental revenue R$/m

113.1

100.3

12.7%

107.6

100.8

6.8%

4.7

4.2

13.5%

4.5

4.2

7.6%

204,101

158,666

28.6%

389,875

327,947

18.9%

371.7

311.8

19.2%

710.9

644.6

10.3%

Net revenue R$/m


Net revenue USD/sq. foot
Rental revenue (with straight line effect) R$'000
Rental revenue R$/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
Net Operating Income (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$

15.6

13.0

20.1%

29.8

26.9

11.1%

88.2%

82.2%

598 b.p.

87.4%

84.7%

268 b.p.

1.09

0.84

29.3%

2.08

1.74

19.5%

213,596

172,830

23.6%

409,626

354,912

15.4%

389.0

339.6

14.5%

746.9

697.6

7.1%

16.3

14.2

15.3%

31.4

29.1

7.8%

88.6%

83.4%

523 b.p.

87.9%

85.7%

222 b.p.

1.14

0.92

24.2%

2.18

1.88

16.0%

31,587

32,123

1.7%

56,082

51,983

7.9%

11.6%

13.5%

194 b.p.

10.6%

11.3%

69 b.p.

187,050

148,951

25.6%

383,610

308,238

24.5%

340.6

292.7

16.4%

699.5

605.9

15.4%

14.3

12.2

17.2%

29.4

25.3

16.3%

68.6%

62.7%

591 b.p.

72.4%

66.9%

555 b.p.

1.00

0.79

26.2%

2.04

1.63

25.1%

103,845

80,127

29.6%

193,104

153,992

25.4%

189.1

157.4

20.1%

352.1

302.7

16.3%

7.9

6.6

21.0%

14.8

12.6

17.1%

38.1%

33.7%

436 b.p.

36.5%

33.4%

305 b.p.

0.55

0.42

30.3%

1.03

0.82

26.1%

143,904

109,422

31.5%

272,454

211,391

28.9%

FFO R$/m

262.1

215.0

21.9%

496.8

415.5

19.6%

FFO US$'000

65,021

49,095

32.4%

123,104

94,845

29.8%

11.0

9.0

22.7%

20.9

17.3

20.4%

52.8%

46.1%

14.6%

51.4%

45.9%

12.2%

0.77

0.58

32.2%

1.45

1.12

29.6%

2.2132

2.2288

0.7%

2.2132

2.2288

0.7%

FFO R$'000

FFO USD/sq. foot


FFO margin
FFO per share R$
Dollar (USD) end of quarter

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

68

Operational and Financial Highlights


Performance
Market Performance

2Q14

2Q13

Chg.%

1H14

1H13

Chg.%

189,997,214

189,997,214

0.0%

189,997,214

189,997,214

0.0%

Common shares

178,138,867

178,138,867

0.0%

178,138,867

178,138,867

0.0%

Preferred shares

11,858,347

11,858,347

0.0%

11,858,347

11,858,347

0.0%

Average share closing price

45.80

57.89

20.9%

53.98

49.40

9.3%

Closing share price

51.30

51.79

0.9%

51.30

51.79

0.9%

30,553

32,436

5.8%

29,133

30,403

4.2%

9,746,857

9,839,956

0.9%

9,746,857

9,839,956

0.9%

2,124,854

1,884,773

12.7%

2,124,854

1,884,773

12.7%

Number of shares

Average daily traded volume (R$ '000)


Market cap (R$ 000)
Total debt (R$ 000)
Cash (R$ 000)

195,027

453,224

57.0%

195,027

453,224

57.0%

1,929,827

1,431,549

34.8%

1,929,827

1,431,549

34.8%

P/FFO (Last 12 months)

20.0 x

20.8 x

3.8%

20.0 x

20.8 x

3.8%

EV/EBITDA (Last 12 months)

17.0 x

18.4 x

7.5%

17.0 x

18.4 x

7.5%

2.8 x

2.3 x

22.3%

2.8 x

2.3 x

22.3%

Net debt (R$ 000)

Net Debt/EBITDA (Last 12 months)

Performance
Operational (100%)

2Q14

2Q13

Chg.%

1H14

1H13

Chg.%

Final total mall GLA (m)

762,429

698,528

9.1%

762,429

698,528

9.1%

Final owned mall GLA (m)

562,508

522,671

7.6%

562,508

522,671

7.6%

73.8%

74.8%

105 b.p

73.8%

74.8%

105 b.p

Adjusted total mall GLA (avg.) (m)

744,268

684,857

8.7%

743,329

684,740

8.6%

Adjusted owned mall GLA (avg.) (m)

549,109

508,908

7.9%

548,416

508,738

7.8%

3,011,414

2,614,187

15.2%

5,734,429

5,059,801

13.3%

4,046

3,817

6.0%

7,715

7,389

4.4%

170

159

6.7%

324

308

5.1%

Same Store Sales

9.4%

5.8%

360 b.p.

8.8%

6.8%

Same Area Sales

12.0%

5.7%

630 b.p.

10.7%

7.1%

Same Store Rent

10.1%

8.0%

210 b.p.

8.4%

10.1%

Same Area Rent

8.1%

6.1%

200 b.p.

7.6%

8.4%

Occupancy costs

12.7%

13.7%

100 b.p.

13.2%

14.2%

Rent as sales %

7.2%

7.7%

50 b.p.

7.5%

8.0%

100
b.p.
50 b.p.

Other as sales %

5.5%

6.0%

50 b.p.

5.7%

6.1%

40 b.p.

1.0%

1.4%

40 b.p.

2.0%

1.8%

98.4%

97.6%

80 b.p.

98.5%

97.5%

Delinquency (25 days delay)

2.1%

2.0%

11 b.p.

2.0%

2.1%

20 b.p.
100
b.p.
10 b.p.

Rent loss

0.6%

0.2%

35 b.p.

0.5%

0.3%

20 b.p.

Owned mall GLA %

Total sales R$'000


Total sales R$/m
Total sales USD/sq. foot

Turnover
Occupancy rate

Adjusted GLA corresponds to the periods average GLA excluding 14.400 m of BIG supermarket at BarraShoppingSul

69

200
b.p.
360
b.p.
170
b.p.
80 b.p.

14. Conciliation between IFRS (with CPC 19 R2) and Managerial Report
14.1 - Variations on the Financial Statement IFRS with CPC 19 (R2) and Managerial Report

IFRS with

IFRS with

CPC 19 R2

Effect

CPC 19 R2

Managerial

Effect

2Q14

2Q14

Difference

1H14

1H14

Difference

183,061

186,249

3,188

347,865

354,171

6,306

27,586

27,548

(38)

59,864

59,735

(129)

9,099

9,495

397

18,932

19,751

820

Parking

38,257

38,633

375

73,380

74,048

668

Real estate

28,543

28,543

54,396

54,396

6,492

6,599

107

17,749

18,010

261

Financial Statements
(R$ '000)
Rental revenue
Services
Key money

Straight line effect


Others

CPC 19 R2 Managerial

CPC 19 R2

1,142

1,201

58

2,045

Gross Revenue

294,181

298,268

4,088

574,231

582,220

2,108

7,989

63

Taxes and contributions on sales and services

(25,574)

(25,794)

(220)

(52,067)

(52,497)

(430)

Net Revenue

268,607

272,474

3,867

522,164

529,723

7,559

Headquarters expenses

(31,586)

(31,587)

(1)

(56,051)

(56,082)

(30)

Stock-option expenses

(3,540)

(3,540)

(6,626)

(6,626)

(23,879)

(24,841)

(961)

(48,003)

(50,385)

(2,382)

Office towers for lease expenses

(2,540)

(2,540)

(5,969)

(5,969)

New projects for lease expenses

(2,493)

(2,493)

(8,827)

(8,827)

New projects for sale expenses

(2,288)

(2,288)

(6,002)

(6,002)

(17,919)

(17,919)

(33,379)

(33,379)

2,590

406

(2,184)

14,397

11,415

(2,983)

Shopping centers expenses

Cost of properties sold


Equity pickup
Other operating income/expenses

(644)

(622)

22

9,719

186,306

187,050

744

381,424

Financial revenues

9,070

9,451

381

18,107

18,978

870

Financial expenses

(47,682)

(48,781)

(1,099)

(96,080)

(98,276)

(2,196)

Depreciation and amortization

(39,050)

(40,059)

(1,009)

(77,424)

(79,351)

(1,926)

Earnings Before Taxes

108,645

107,662

(983)

226,027

224,962

(3,794)

(3,794)

(31,815)

(31,815)

(11,428)

(10,470)

958

(18,508)

(17,444)

1,065

EBITDA

Income tax and social contribution


Deferred income and social contribution taxes
Minority interest
Net Income

(23)

(23)

(43)

93,400

93,375

(25)

175,660

9,742
383,610

23
2,187

(1,065)

(43)
175,660

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.

70

(0)

The main differences in 2Q14 and 1H14 are: (i) increase of R$3.2 M and R$6.3 M in Rental Revenues; (ii) increase
of R$1.0 M and R$2.4 M in Shopping Center Expenses, (iii) increase of R$0.7 M and R$1.3 M in Financial Results,
and (iv) increase of R$1.0 M and R$1.9 M in Depreciation and Amortization. Accordingly and as a result of the
variations mentioned above, there were decreases of R$2.2 M and R$3.0 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).

14.2 - Variations on the Balance Sheet: Total Assets

IFRS with

CPC 19 R2

CPC 19 R2

Managerial

Effect

6/30/2014

6/30/2014

Difference

141,723
45,621
259,091
166,529
2,722
2,120
75,204
693,010

149,406
45,621
263,093
166,529
2,722
2,688
76,320
706,379

7,683
4,002
568
1,116
13,369

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

53,009
361,603
12,692
21,984
12,598
17,036
141,623
4,731,454
34,005
345,761
5,731,765

53,047
361,603
12,692
22,604
15,443
18,917
15,564
4,890,233
34,005
346,765
5,770,873

38
620
2,845
1,881
(126,059)
158,779
1,004
39,108

Total Assets

6,424,775

6,477,251

52,477

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

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$158.8 M in Investment Properties; (ii) increase of R$7.7 M in Cash
and Cash Equivalents; and (iii) increase of R$4.0 M in Accounts Receivable.
As a result of the variations mentioned above, there was a decrease of R$126.1 M in Investments given that the
assets and liabilities of these companies are now recorded on this line as determined by CPC 19 (R2).

71

14.3 - Variations on the Balance Sheet: Total Liabilities and Shareholders' Equity

IFRS with

CPC 19 R2

CPC 19 R2

Managerial

Effect

6/30/2014

6/30/2014

Difference

197,720
10,724
69,361
40,734
19,857
59,971
37,577
9,677
445,621

200,389
10,724
70,144
40,733
20,619
59,971
37,661
9,723
449,964

2,669
783
(1)
762
84
46
4,343

1,501,926
300,000
149,617
30,002
448
20,762
31,757
2,034,512

1,543,005
300,000
150,647
30,004
476
21,382
37,635
2,083,148

41,079
1,030
2
28
620
5,878
48,636

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
965,144
718,857
(38,628)
(106,867)
(89,996)
105,236
2,834
3,944,642

2,388,062
965,144
719,222
(38,628)
(106,867)
(89,996)
105,660
1,542
3,944,139

365
424
(1,292)
(503)

Total Liabilities and Shareholders' Equity

6,424,775

6,477,252

52,477

LIABILITIES
Current Liabilities
Loans and financing
Debentures
Accounts payable
Property acquisition obligations
Taxes and contributions payable
Dividends to pay
Deferred incomes
Other
Total Current Liabilities
Non Current Liabilities
Loans and financing
Debentures
Deferred income and social contribution taxes
Property acquisition obligations
Others
Provision for contingencies
Deferred incomes
Total Non Current Liabilities
Shareholders' Equity

The differences in total liabilities and shareholders' equity regarding the CPC 19 R2 are (i) the increase of R$43.8
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 t Banco do Nordeste; and (ii) the increase of R$6.0 M in revenues and costs,
in Deferred Income.

72

15. Appendices
15.1 Consolidated Financial Statements: According to the technical pronouncement CPC 19 (R2) - Joint
Arrangements
IFRS with CPC 19 (R2)
(R$'000)

2Q14

2Q13

Chg. %

1H14

1H13

Chg. %

183,061

152,289

20.2%

347,865

305,916

13.7%

27,586

27,285

1.1%

59,864

52,219

14.6%

9,099

14,115

35.5%

18,932

26,832

29.4%

Parking revenue

38,257

30,737

24.5%

73,380

60,793

20.7%

Real estate for sale revenue

28,543

26,612

7.3%

54,396

40,723

33.6%

6,492

8,999

27.9%

17,749

18,525

4.2%

Rental revenue
Services revenue
Key money revenue

Straight line effect

1,142

1,777

35.7%

2,045

1,783

14.7%

Gross Revenue

294,181

261,814

12.4%

574,231

506,791

13.3%

Taxes and contributions on sales and services

(25,574)

(25,317)

1.0%

(52,067)

(47,600)

9.4%

Net Revenue

268,607

236,497

13.6%

522,164

459,191

13.7%

Headquarters expenses

(31,586)

(32,119)

1.7%

(56,051)

(51,954)

7.9%

Stock-option expenses

(3,540)

(2,441)

45.0%

(6,626)

(4,765)

39.1%

29.5%

(48,003)

(58,281)

17.6%

(5,969)

(8,827)

(4,306)

Other revenues

Shopping centers expenses

(23,879)

(33,853)

Office towers for lease expenses

(2,540)

New projects for lease expenses

(2,493)

(818)

204.8%

(2,288)

(3,091)

26.0%

(6,002)

(5,600)

7.2%

(17,919)

(17,186)

4.3%

(33,379)

(29,027)

15.0%

New projects for sale expenses


Cost of properties sold

105.0%

Equity pickup

2,590

(368)

na

14,397

(1,534)

na

Other operating income/expenses

(644)

2,180

na

9,719

4,174

132.8%

186,306

148,801

25.2%

381,424

307,898

23.9%

Financial revenues

9,070

13,567

33.1%

18,107

23,063

21.5%

Financial expenses

(47,682)

(41,462)

15.0%

(96,080)

(81,497)

17.9%

Depreciation and amortization

(39,076)

(29,011)

34.7%

(77,450)

(56,824)

36.3%

Earnings Before Taxes

108,619

91,895

18.2%

226,001

192,640

17.3%

(3,794)

(11,781)

67.8%

(31,815)

(38,669)

17.7%

(11,428)

(9,762)

17.1%

(18,508)

(13,190)

40.3%

(23)

(19)

19.1%

(43)

(26)

65.5%

93,375

70,333

32.8%

175,635

140,755

24.8%

EBITDA

Income tax and social contribution


Deferred income and social contribution taxes
Minority interest
Net Income

73

(R$'000)
NOI
NOI margin

2Q14

2Q13

Chg. %

1H14

1H13

203,931
89.5%

Chg. %

158,172

28.9%

390,992

326,953

19.6%

82.4%

715 b.p

89.1%

84.9%

419 b.p

213,030

172,287

23.6%

409,923

353,785

15.9%

NOI + Key Money margin

89.9%

83.6%

634 b.p

89.5%

85.9%

366 b.p

Shopping Center EBITDA

175,788

148,920

18.0%

356,254

311,719

14.3%
390 b.p

NOI + Key Money

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

75.3%

70.1%

525 b.p

77.7%

73.8%

186,306

148,801

25.2%

381,424

307,898

23.9%

69.4%

62.9%

644 b.p

73.0%

67.1%

599 b.p

93,375

70,333

32.8%

175,635

140,755

24.8%

34.8%

29.7%

502 b.p

33.6%

30.7%

298 b.p

104,802

80,095

30.8%

194,143

153,945

26.1%

39.0%

33.9%

515 b.p

37.2%

33.5%

366 b.p

143,878

109,106

31.9%

271,593

210,769

28.9%

53.6%

46.1%

743 b.p

52.0%

45.9%

611 b.p

74

15.2 Consolidated Financial Statements: Managerial Report

(R$'000)

2Q14

2Q13

Chg. %

1H14

1H13

Chg. %

186,249

153,123

21.6%

354,171

307,559

15.2%

27,548

27,234

1.2%

59,735

52,061

14.7%

9,495

14,164

33.0%

19,751

26,966

26.8%

Parking revenue

38,633

30,902

25.0%

74,048

61,098

21.2%

Real estate for sale revenue

28,543

26,612

7.3%

54,396

40,723

33.6%

6,599

9,027

26.9%

18,010

18,573

3.0%

Rental revenue
Services revenue
Key money revenue

Straight line effect

1,201

1,778

32.5%

2,108

1,783

18.2%

Gross Revenue

298,268

262,840

13.5%

582,220

508,763

14.4%

Taxes and contributions on sales and services

(25,794)

(25,417)

1.5%

(52,497)

(47,794)

9.8%

Net Revenue

272,474

237,423

14.8%

529,723

460,970

14.9%

Headquarters expenses

(31,587)

(32,123)

1.7%

(56,082)

(51,983)

7.9%

Stock-option expenses

(3,540)

(2,439)

45.2%

(6,626)

(4,763)

39.1%

Other revenues

(24,841)

(34,386)

27.8%

(50,385)

(59,283)

15.0%

Office towers for lease expenses

(2,540)

na

(5,969)

na

New projects for lease expenses

(2,493)

(1,192)

109.2%

(8,827)

(5,562)

58.7%

(2,288)

(3,090)

25.9%

(6,002)

(5,600)

7.2%

(17,919)

(17,186)

4.3%

(33,379)

(29,027)

15.0%

Shopping centers expenses

New projects for sale expenses


Cost of properties sold
Equity pickup
Other operating income/expenses

406

(235)

na

11,415

(685)

na

(622)

2,179

na

9,742

4,172

133.5%

187,050

148,951

25.6%

383,610

308,238

24.5%

Financial revenues

9,451

13,777

31.4%

18,978

23,442

19.0%

Financial expenses

(48,781)

(41,465)

17.6%

(98,276)

(81,503)

20.6%

Depreciation and amortization

(40,059)

(29,295)

36.7%

(79,351)

(57,399)

38.2%

Earnings Before Taxes

107,662

91,968

17.1%

224,962

192,778

16.7%

(3,794)

(11,832)

67.9%

(31,815)

(38,770)

17.9%

(10,470)

(9,783)

7.0%

(17,444)

(13,226)

31.9%

(23)

(9)

151.4%

(43)

(16)

176.7%

93,375

70,344

32.7%

175,660

140,766

24.8%

EBITDA

Income tax and social contribution


Deferred income and social contribution taxes
Minority interest
Net Income

75

(R$'000)
NOI
NOI margin
NOI + Key Money

2Q14

2Q13

Chg. %

1H14

1H13

Chg. %

204,101

158,666

28.6%

389,875

327,947

18.9%

88.2%

82.2%

598 b.p

87.4%

84.7%

268 b.p

213,596

172,830

23.6%

409,626

354,912

15.4%

NOI + Key Money margin

88.6%

83.4%

523 b.p

87.9%

85.7%

222 b.p

Shopping Center EBITDA

178,635

148,923

20.0%

361,287

311,194

16.1%

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

75.3%

69.8%

553 b.p

77.5%

73.4%

416 b.p

187,050

148,951

25.6%

383,610

308,238

24.5%

68.6%

62.7%

591 b.p

72.4%

66.9%

555 b.p

93,375

70,344

32.7%

175,660

140,766

24.8%

34.3%

29.6%

464 b.p

33.2%

30.5%

262 b.p

103,845

80,127

29.6%

193,104

153,992

25.4%

38.1%

33.7%

436 b.p

36.5%

33.4%

305 b.p

143,904

109,422

31.5%

272,454

211,391

28.9%

52.8%

46.1%

673 b.p

51.4%

45.9%

558 b.p

15.3 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
Other
Total Current Assets

06/30/2014

03/31/2014

% Change

149,406
45,621
263,093
166,529
2,722
2,688
76,320
706,379

161,582
92,177
240,765
163,638
2,640
14,206
64,649
739,657

7.5%
50.5%
9.3%
1.8%
3.1%
81.1%
18.1%
4.5%

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

53,047
361,603
12,692
22,604
15,443
18,917
15,564
4,890,233
34,005
346,765
5,770,873

54,204
350,506
12,965
27,866
11,085
9,103
15,157
4,851,454
35,202
344,756
5,712,298

2.1%
3.2%
2.1%
18.9%
39.3%
107.8%
2.7%
0.8%
3.4%
0.6%
1.0%

Total Assets

6,477,252

6,451,955

0.4%

76

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
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

06/30/2014

03/31/2014

% Change

200,389
10,724
70,144
40,733
20,620
59,971
37,661
9,723
449,965

202,499
2,377
95,453
41,137
47,457
40,728
1,989
431,644

1.0%
351.2%
26.5%
1.0%
56.6%
na
7.5%
388.8%
4.2%

1,543,005
300,000
150,647
30,004
476
21,382
37,635
2,083,148

1,574,240
300,000
137,115
38,054
557
24,075
48,010
2,122,051

2.0%
0.0%
9.9%
21.2%
14.6%
11.2%
21.6%
1.8%

2,388,062
965,144

2,388,062
967,039

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

719,222
(38,628)
(106,867)
(89,996)

719,222
(38,628)
(128,796)
(89,996)

105,660
1,542
3,944,139

81,154
203
3,898,260

0.0%
0.2%
0.0%
0.0%
17.0%
0.0%
30.2%
660.0%
1.2%

Total Liabilities and Shareholders' Equity

6,477,252

6,451,955

0.4%

77

16. Glossary and Acronyms


Adjusted Net Income: Net income adjusted for non-recurring expenses with the IPO, restructuring costs and 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 more than 1,000 m to be considered anchors.
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.
Deferred Income: Deferred key money and store buy back expenses.
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, excluding
merchandising.
Greenfield: Development of new shopping center projects.
IBGE: The Brazilian Institute of Geography and Statistics.
IGP-DI Adjustment Effect: Is the average of the monthly IGP-DI increase with a month of delay, multiplied by the percentage
GLA 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.

78

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.
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.
Sales: Sales reported by the stores in each of the malls.
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.
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

79

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 June 30, 2014, which comprise the balance sheet and related statements of income, of
comprehensive income for the three and six-month periods then ended, the changes in shareholders'
equity and in cash flows for the six-month period then ended, including explanatory notes.
Management is responsible for the preparation of the individual interim accounting information in
accordance with the Accounting Pronouncement CPC 21(R1) - Interim Statement and consolidated
interim accounting information in accordance with CPC 21(R1) and the international accounting rule
IAS 34 - Interim Financial Reporting, which takes into consideration OCPC 04 on the application of
ICPC 02 to real estate development entities in Brazil, issued by the CPC and approved by the CVM and
the CFC , as well as the presentation of this information in accordance with the standards issued by the
Brazilian Securities and Exchange Commission, applicable to the preparation of quarterly information ITR. Our responsibility is to express our conclusion on this interim accounting information based on our
review.
Scope of the review
We conducted our review in accordance with Brazilian and International Interim Information Review
Standards (NBC TR 2410 - Reviso de Informaes Intermedirias Executada pelo Auditor da Entidade
and ISRE 2410 - Review of Interim accounting information Performed by the Independent Auditor of
the Entity, respectively). A review of interim information consists of making inquiries primarily of the
management responsible for financial and accounting matters and applying analytical procedures and
other review procedures. The scope of a review is significantly less than an audit conducted in
accordance with auditing standards and, accordingly, it did not enable us to obtain assurance that we
were aware of all the material matters that would have been identified in an audit. Therefore, we do not
express an audit opinion.

80

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.
Other matters
Interim information of added value
We also reviewed the individual and consolidated Statements of added value for the three months period
ended June 30, 2014, 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.

81

Review of corresponding figures


Corresponding figures, individual and consolidated, for the quarter ended June 30, 2013, presented for
comparative purposes, were reviewed by other auditors who issued report dated July 25, 2013 without
any modification.

Rio de Janeiro, July 28, 2014

KPMG Auditores Independentes


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

82

Multiplan Empreendimentos Imobilirios S.A.


Balance sheet as of June 30, 2014 and December 31, 2013
(Amounts expressed in thousands of Brazilian Reais R$)
Individual
06/30/2014

12/31/2013

Current Assets
Cash and cash equivalents (Note 3)
Financial investments (Note 3)
Accounts receivable (Note 4 and 5)
Land and properties held for sale (Note 7)
Trade receivables from related parties (Note 5)
Tax and social contribution credits (Note 6)
Other

81,932
45,163
154,675
3,168
2,535
1,274
40,355

136,571
120,651
171,143
4,213
2,550
1,274
34,881

Total current assets

329,102

471,283

51,487
46,737
11,852
19,944
4,781

54,112
42,903
12,268
25,079
5,199

134,801

139,561

Investments (Note 9 and 5)


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

1,543,196
3,355,764
27,932
345,285

1,401,793
3,312,265
11,164
342,254

Total non-current assets

5,406,978

5,207,037

Total Assets

5,736,080

5,678,320

Assets

Non-current assets
Accounts receivable (Note 4 and 5)
Land and properties held for sale (Note 7)
Accounts receivable from related parties (Note 5)
Escrow deposits (Note 18,2)
Other

See the accompanying notes to the quarterly information - ITR

83

Multiplan Empreendimentos Imobilirios S.A.


Balance sheet as of June 30, 2014 and December 31, 2013
(Amounts expressed in thousands of Brazilian Reais R$)
Consolidated
06/30/2014

12/31/2013

Current Assets
Cash and cash equivalents (Note 3)
Financial investments (Note 3)
Accounts receivable (Note 4 and 5)
Land and properties held for sale (Note 7)
Accounts receivable from related parties (Note 5)
Tax and social contribution credits (Note 6)
other

141,723
45,621
259,091
166,529
2,722
2,120
75,204

210,479
121,120
242,249
159,994
2,882
2,434
51,790

Total current assets

693,010

790,948

Non-current assets
Accounts receivable (Note 4 and 5)
Land and properties held for sale (Note 7)
Accounts receivable from related parties (Note 5)
Escrow deposits (Note 18,2)
Deferred income tax and social contribution (Note 8)
Other

53,009
361,603
12,692
21,984
12,598
17,036

56,333
348,624
13,206
26,929
5,227

478,922

450,319

Investments (Note 9 and 5)


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

141,623
4,731,454
34,005
345,761

134,726
4,661,564
17,371
342,720

Total non-current assets

5,731,765

5,606,700

Total assets

6,424,775

6,397,648

Assets

See the accompanying notes to the quarterly information - ITR

84

Multiplan Empreendimentos Imobilirios S.A.


Balance sheet as of June 30, 2014 and December 31, 2013
(Amounts expressed in thousands of Brazilian Reais R$)
Individual
06/30/2014

12/31/2013

Current liabilities
Loans and financing (Note 13)
Accounts payable (Note 14)
Payables for acquisition of properties (Note 16)
Taxes and contributions payable (Note 17)
Interest on capital payable (Note 20,g)
Deferred revenues and costs (Note 19)
Debentures (Note 15)
Other

117,104
48,317
23,850
9,880
59,971
25,383
10,724
9,135

121,405
79,587
24,222
14,812
38,386
23,502
9,658
1,486

Total current liabilities

304,364

313,058

1,006,854
4,055
300,000
20,204

1,054,320
14,447
300,000
23,001

143,338
15,058
32

124,235
29,271
-

Total non-current liabilities

1,489,541

1,545,274

Equity (Note 20)


Share capital
Share issuance costs
Capital reserves
Earnings reserves
Treasury shares
Effects on capital transactions
Income for the period

2,388,062
(38,628)
965,144
719,224
(106,867)
(89,996)
105,236

2,388,062
(38,628)
963,954
719,224
(122,628)
(89,996)
-

Total equity

3,942,175

3,819,988

Total liabilities and equity

5,736,080

5,678,320

Liabilities

Non-current liabilities
Loans and financing (Note 13)
Payables for acquisition of properties (Note 16)
Debentures (Note 15)
Provision for risks (Note 18,1)
Deferred income tax and social contribution (Note
8)
Deferred revenues and costs (Note 19)
other

See the accompanying notes to the quarterly information ITR

85

Multiplan Empreendimentos Imobilirios S.A.


Balance sheet as of June 30, 2014 and December 31, 2013
(Amounts expressed in thousands of Brazilian Reais R$)
Consolidated
06/30/2014

12/31/2013

Current liabilities
Loans and financing (Note 13)
Accounts payable (Note 14)
Payables for acquisition of properties (Note 16)
Taxes and contributions payable (Note 17)
Interest on capital payable (Note 20,g)
Deferred revenues and costs (Note 19)
Debentures (Note 15)
Other

197,720
69,361
40,734
19,857
59,971
37,577
10,724
9,677

200,915
117,530
34,947
26,207
38,386
53,465
9,658
2,650

Total current liabilities

445,621

483,758

Non-current liabilities
Loans and financing (Note 13)
Payables for acquisition of properties (Note 16)
Debentures (Note 15)
Provision for risks (Note 18,1)
Deferred income tax and social contribution (Note 8)
Deferred revenues and costs (Note 19)
Other

1,501,926
30,002
300,000
20,762
149,617
31,757
448

1,577,860
35,130
300,000
23,705
118,511
38,750
596

Total non-current liabilities

2,034,512

2,094,552

Equity (Note 20)


Share capital
Share issuance costs
Capital reserves
Earnings reserves
Treasury shares
Effects on capital transactions
Income for the period

2,388,062
(38,628)
965,144
718,857
(106,867)
(89,996)
105,236

2,388,062
(38,628)
963,954
718,388
(122,628)
(89,996)
-

3,941,808

3,819,152

2,834

186

Total equity

3,944,642

3,819,338

Total liabilities and equity

6,424,775

6,397,648

Liabilities

Non-controlling interests

See the accompanying notes to the quarterly information - ITR

86

Multiplan Empreendimentos Imobilirios S.A.


Statements of operations
Quarter ended on June 30, 2014 and 2013
(In thousands of Brazilian Reais, except basic and diluted earnings per share, in
Brazilian Reais)
Individual

Net operating revenue (Note 21)

Costs of services rendered and properties sold (Note 22)

Gross profit

04/01/2014 to
06/30/2014

01/01/2014 to
06/30/2014

04/01/2013 to
06/30/2013

01/01/2013 to
06/30/2013

192,901

381,675

175,124

346,559

(36,021)

(70,834)

(31,856)

(61,096)

156,880

310,841

143,268

285,463

(29,049)

(51,914)

(32,326)

(51,114)

(2,010)

(4,483)

(4,815)

(8,758)

(951)

(7,030)

(394)

(2,282)

(685)

(2,651)

(497)

(1,238)

(3,540)

(6,625)

(2,441)

(4,765)

Operating income (expenses):


Administrative expenses - headquarter (Note 22)
Administrative expenses - Shoppings (Note 22)
Expenses on projects for lease (Note 22)
Expenses on projects for sale (Note 22)
Expenses on share-based compensation (Note 20.h)
Equity in subsidiaries (Note 9)
Depreciation and amortization
Other operating income (expenses), net

Income from operations before financial income


Finance income (costs), net (Note 23)

Income before income tax and social contribution

17,754

43,741

7,292

15,893

(2,835)

(5,415)

(1,994)

(3,939)

(662)

(1,002)

932

1,968

134,902

275,462

109,025

231,228

(29,809)

(58,743)

(21,957)

(48,091)

105,093

216,719

87,068

183,137

Income tax and social contribution (Note 8)


Current
Deferred

Total current and deferred income tax and social contribution

Profit for the period

(647)

(22,381)

(7,694)

(30,417)

(11,478)

(19,102)

(8,850)

(12,321)

(12,125)

(41,483)

(16,544)

(42,738)

92,968

175,236

70,524

140,399

Basic earnings per share (Note 26)


Diluted earnings per share (Note 26)

See the accompanying notes to the quarterly information - ITR


87

0.9341

0.7646

0.9329

0.7634

Multiplan Empreendimentos Imobilirios S.A.


Statements of operations
Quarters ended June 30, 2014 and 2013
(In thousands of Brazilian Reais, except basic and diluted earnings per share, in
Brazilian Reais)
Consolidated
04/01/2014 to
06/30/2014

01/01/2014 to
06/30/2014

04/01/2013 to
06/30/2013

01/01/2013 to
06/30/2013

268,607

522,164

236,497

459,191

Costs of services rendered and properties sold (Note 22)

(74,244)

(145,354)

(68,141)

(123,681)

Gross profit

194,363

376,810

168,356

335,510

Administrative expenses - headquarter (Note 22)

(31,586)

(56,051)

(32,119)

(51,954)

Administrative expenses - Shoppings (Note 22)

(6,253)

(13,867)

(9,786)

(16,279)

Net operating revenue (Note 21)

Operating income (expenses):

Expenses on projects for lease (Note 22)

(2,493)

(8,827)

(818)

(4,306)

Expenses on projects for sale (Note 22)

(2,288)

(6,001)

(3,091)

(5,600)

Expenses on share-based compensation (Note 20.h)

(3,540)

(6,625)

(2,441)

(4,765)

Equity in subsidiaries (Note 9)


Depreciation and amortization
Other operating income (expenses), net
Income from operations before financial income

2,590

14,397

(368)

(1,534)

(2,916)

(5,579)

(2,123)

(4,172)

(646)

9,717

2,180

4,174

147,231

303,974

119,790

251,074

(38,612)

(77,973)

(27,895)

(58,434)

108,619

226,001

91,895

192,640

Current

(3,794)

(31,815)

(11,781)

(38,669)

Deferred

(11,426)

(18,507)

(9,762)

(13,190)

Total current and deferred income tax and social contribution

(15,220)

(50,322)

(21,543)

(51,859)

93,399

175,679

70,352

140,781

Finance income (costs), net (Note 23)


Income before income tax and social contribution
Income tax and social contribution (Note 8)

Profit for the period

Attributable to:
Owners of the Individual
Non-controlling interests

23

43

19

26

93,376

175,636

70,333

140,755

Basic earnings per share (Note 26)


Diluted earnings per share (Note 26)

See the accompanying notes to the quarterly information - ITR

88

0.9364

0.7665

0.9352

0.7653

Multiplan Empreendimentos Imobilirios S.A.


Statements of comprehensive income
Quarters ended June 30, 2014 and 2013
(In thousands of Brazilian Reais R$)
Individual

Net income for the period

04/01/2014 to
06/30/2014

01/01/2014 to
06/30/2014

04/01/2013 to
06/30/2013

01/01/2013 to
06/30/2013

92,968

175,236

70,524

140,399

92,968

175,236

70,524

140,399

04/01/2013 to
06/30/2013

01/01/2013 to
06/30/2013

Other comprehensive income


Total comprehensive income for the
period

Consolidated
04/01/2014 to
06/30/2014

01/01/2014 to
06/30/2014

(Restated)

Net income for the period

(Restated)

93,399

175,679

70,352

140,781

Total comprehensive income for the


period

93,399

175,679

70,352

140,781

Total comprehensive income


attributable to:
Non-controlling interests
Owners of the Individual

23
93,376

43
175,636

19
70,333

26
140,755

Other comprehensive income

See the accompanying notes to the quarterly information - ITR

89

Multiplan Empreendimentos Imobilirios S.A.


Statements of changes in equity (individual)
Quarters ended June 30, 2014 and 2013
(Amounts expressed in thousands of Brazilian Reais R$)
Capital reserves
Earnings reserves

Share Capital

Options
of shares
granted

Special
reserve of
goodwill in
merger

Goodwill
reserve on
shares
issuance

Legal
reserve

Reserve
for
Expansion

Stocks in
Treasury

Effects of
capital
transactions

Accumulated
income

Total

Share
capital

Unpaid
capital

Stock
issuance
costs

1,761,662

(21,016)

52,133

186,548

726,590

55,664

573,344

(37,408)

(89,996)

3,207,521

626,400

(626,400)

Capital increase
Share issuance costs
Exercise of stock options
Repurchase of shares to be held in treasury (Note 20.f)

626,400
-

(16,140)
-

(11,024)
-

31,572
(52,430)

626,400
(16,140)
20,548
(52,430)

Stock options granted


Supplementary interest on capital and dividends (Note 29)
Payment of supplementary dividends of prior year
Anticipation of interest on capital
Net Income for the period

4,765
-

(58,726)
-

58,726
(58,726)
(45,000)
140,399

4,765
(58,726)
(45,000)
140,399

Balances on June 30, 2013

2,388,062

(37,156)

56,898

186,548

715,566

55,664

514,618

(58,266)

(89,996)

95,399

3,827,337

Balances on December 31, 2013

2,388,062

(38,628)

63,169

186,548

714,237

69,861

649,363

(122,628)

(89,996)

3,819,988

6,625
-

(5,435)
-

21,932
(6,171)
-

(70,000)
175,236

16,497
(6,171)
6.625
(70,000)
175,236

2,388,062

(38,628)

69,794

186,548

708,802

649,363

(106,867)

(89,996)

105,236

3,942,175

Balances on December 31, 2012


Stock issuance

Exercise of stock options


Repurchase of shares to be held in treasury (Note 20.f)
Stock options granted
Anticipation of interest on capital
Net Income for the period
Balances on June 30, 2014

See the accompanying notes to the quarterly information - ITR

90

- 69,861

Multiplan Empreendimentos Imobilirios S.A.


Consolidated statements of changes in equity (consolidated)
Quarters ended June 30, 2014 and 2013
(Amounts expressed in thousands of Brazilian Reais R$)

Share Capital

Stock
options
granted

Share
capital
Share
capital
Balances on December 31, 2012
Stock issuance

Capital reserves
Special
reserve of
goodwill
in

Goodwill

Reserve

Adjustments

merger

reserve

for

in the

Stock
issuance
costs

Unpaid
capital

Earnings reserves

on shares
issuance

Legal
reserve

1,761,662

(21,016)

52,133

186,548

726,590

55,664

573,864

Noncontrollin
g
interests

Total

Treasury

Total

Effects of
capital
transactions

Individual
(Note 2.2)

Expansion

Accumulated
income

Stocks in

(2,312)

(89,996)

(37,408)

3,205,729

131

3,205,860

626,400

(626,400)

Capital increase

626,400

626,400

626,400

Amortization of deferred charges in subsidiary (Note 2.3)

471

(471)

Equity in subsidiaries (Note 2.3

115

115

115

Share issuance costs

(16,140)

(16,140)

(16,140)

Repurchase of shares to be held in treasury (Note 20.f)

(52,430)

(52,430)

(52,430)

Exercise of stock options

(11,024)

31,572

20,548

20,548

Stock options granted

4,765

4,765

4,765

Supplementary interest on capital and dividends (Note 29)

(58,726)

58,726

Payment of supplementary dividends of prior year

(58,726)

(58,726)

(58,726)

Anticipation of interest on capital


Net Income for the period

(45,000)

(45,000)

(45,000)

140,755

140,755

26

140,781

Balances on June 30, 2013

2,388,062

(37,156)

56,898

186,548

715,566

55,664

515,138

(1,841)

(89,996)

(58,266)

95,399

3,826,016

157

3,826,173

Balances on December 31, 2013

2,388,062

(38,628)

63,169

186,548

714,237

69,861

649,363

(836)

(89,996)

(122,628)

3,819,152

186

3,819,338

Amortization of deferred charges in subsidiary (Note 2.3)

469

(469)

Equity in subsidiaries (Note 2.3)

69

69

69

Non-controlling interests

2,605

2,605

Exercise of stock options

(5,435)

- -

21,932

16,497

16,497

Repurchase of shares to be held in treasury (Note 20.f)

(6,171)

(6,171)

(6,171)

Stock options granted

6,625

6,625

6,625

Anticipation of interest on capital

(70,000)

(70,000)

(70,000)

Net Income for the period

175,636

175,636

43

175,679

2,388,062

(38,628)

69,794

186,548

708,802

69,861

649,363

(367)

(89,996)

(106,867)

105,236

3,941,808

2,834

3,944,642

Balances on June 30, 2014


See the accompanying notes to the quarterly information ITR.

91

Multiplan Empreendimentos Imobilirios S.A.


Statement of cash flows
Quarters ended June 30, 2014 and 2013
(Amounts expressed in thousands of Brazilian Reais R$)
Individual
06/30/2014

06/30/2013

216,719

183,137

56,450
(43,741)
6,625
3,853
(9.908)
16,425
54,863

42,373
(15,893)
4,765
(16,323)
11,807
52,021

1,781
(929)
5,274

2,685
(853)
489

307,412

264,208

Variations in operating assets and liabilities


Land and properties held for sale
Accounts receivable
Recoverable taxes
Escrow deposits
Other assets
Accounts payable
Payables for acquisition of properties
Taxes and contributions payable
Deferred revenues and costs
Other payables

(2,789)
17,278
2,447
(5,056)
(31,270)
(12,545)
(27,313)
(2.424)
7,683

(1,605)
37,970
14,689
(430)
(1,479)
(24,456)
(21,728)
(15,873)
(21,227)
(1,169)

Net cash provided by operating activities

253,423

228,900

Cash flows from operating activities


Income before taxes
Adjustments in:
Depreciation and amortization
Equity accounting method
Share-based compensation
Appropriation of repurchases point
Appropriation of deferred revenues and costs
Intereste and monetary correction on debentures
Intereste and monetary correction on loans and financing
Intereste and monetary correction on payables for acquisition of
properties
Intereste and monetary correction on related party transactions
Other

See the accompanying notes to the quarterly information - ITR

92

Multiplan Empreendimentos Imobilirios S.A.


Statement of cash flows
Quarters ended June 30, 2014 and 2013
(Amounts expressed in thousands of Brazilian Reais R$)
Individual
06/30/2014

06/30/2013

Cash flows from investing activities


Decrease (increase) in investments
Dividends received
Reduction in capital
Receipt (payment) on related-party transactions
Additions to property, plant and equipment
Additions to investment properties
Low to investment properties
Additions to intangible assets
Financial investments

(126.114)
14.557
13,895
1,360
(18,948)
(96,442)
750
(6,266)
75,488

(215,228)
1,573
4,029
(790)
(252,798)
8,619
(4,951)
(273,808)

Net cash used in investment activities

(141,720)

(733,354)

(56,028)
(56,866)
21,932
(6,171)
(5,435)
(15,359)
(48,415)

(32,585)
(53,185)
20,548
(52,430)
(16,140)
626,400
(11,500)
(172,307)

(166,342)

308,801

Decrease in cash and cash equivalents

(54,639)

(195,653)

Cash and cash equivalents at beginning of year


Cash and cash equivalents at the end of the year

136,571
81,932

309,524
113,871

Decrease in cash and cash equivalents

(54,639)

(195,653)

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
Share issuance costs
Capital increase
Capital reserve
Payment of charges on debentures
Dividends and interest on capital paid
Net cash generated/ (used) in financing activities

See the accompanying notes to the quarterly information - ITR

93

Multiplan Empreendimentos Imobilirios S.A.


Statements of cash flows
Quarters ended June 30, 2014 and 2013
(Amounts expressed in thousands of Brazilian Reais R$)
Consolidated
06/30/2014

06/30/2013

226,001

192,640

77,451
14,397
6,625
(43)
3,912
(18,932)
16,425
82,409

56,832
1,534
4,765
(26)
(26,832)
11,807
61,888

1,781
(987)
(588)
3,038

2,844
(888)
569

411,489

305,133

Change in operating assets and liabilities


Land and properties held for sale
Accounts receivable
Recoverable taxes
Escrow deposits
Other assets
Accounts payable
Payables for acquisition of properties
Taxes and contributions payable
Deferred revenues and costs
Advances from customers
Other payables

(19,514)
(12,586)
2,257
(35,223)
(48,169)
(3,614)
(37,851)
(3,949)
6,881

(66,277)
38,418
13,647
(702)
(4,692)
(29,963)
5,674
(23,462)
(23,743)
(18,373)
(1,424)

Net cash provided by (used in) operating activities

259,721

194,236

Cash flows from operating activities


Income before taxes
Adjustments in:
Depreciation and amortizations
Equity accounting method in subsidiaries
Share-based compensation
Non-controlling interests
Appropriation of repurchases point
Appropriation of deferred revenues and costs
Intereste and monetary correction on debentures
Intereste and monetary correction on loans and financing
Intereste and monetary correction on payables for acquisition of
properties
Intereste and monetary correction on related party transactions
Adjustment to present value
Other

See the accompanying notes to the quarterly information - ITR.

94

Multiplan Empreendimentos Imobilirios S.A.


Statement of cash flows
Quarters ended June 30, 2014 and 2013
(Amounts expressed in thousands of Brazilian Reais R$)
Consolidated
06/30/2014

06/30/2013

Cash flows from investing activities


Decrease (increase) in investments
Dividends received
Capital decrease
Receipt (payment) on related-party transactions
Additions to property, plant and equipment
Additions to investment properties
Written-off of investment property
Additions to intangible assets
Receipt of interest on related party transactions
Financial Statements

(24,794)
3,500
1,661
(18,948)
(144,057)
3,571
(6,307)
75,499

(26,992)
5,878
(790)
(419,078)
8,631
(4,962)
(274,277)

Cash flows from investing activities

(109,875)

(711,590)

(87,172)
(80,630)
21,932
(6,171)
(5,435)
2,648
(15,359)
(48,415)

(32,585)
(61,451)
20,548
(52,430)
(16,140)
626,400
52
(11,500)
(172,307)

(218,602)

300,587

Decrease in cash and cash equivalents

(68,756)

(216,767)

Cash and cash equivalents at beginning of the year


Cash and cash equivalents at the end of the year

210,479
141,723

388,977
172,210

Decrease in cash and cash equivalents

(68,756)

(216,767)

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
Share issuance costs
Capital increase
Increase (decrease) in capital reserve
Non-controlling interests
Payment of charges on debentures
Dividends and interests on capital paid
Net cash generated/(used) in financing activities

See the accompanying notes to the quarterly information - ITR

95

Multiplan Empreendimentos Imobilirios S.A.


Statement of added value
Quarters ended June 30, 2014 and 2013
(Amounts expressed in thousands of Brazilian Reais R$)

Individual
06/30/2014

06/30/2013

418,476
3,699
1,815
423,990

381,172
5,719
(2,425)
385,006

(23,929)
(33,817)
(57,746)

(22,931)
(29,393)
(52,324)

Gross value added

366,244

332,682

Retentions
Depreciation and amortization

(56,450)

(42,373)

Wealth generated by Entity

309,794

290,309

43,741
15,195

15,893
20,865

58,936

36,758

368,730

327,067

(27,942)
(2,432)
(975)
(31,349)

(25,632)
(2,125)
(868)
(28,625)

(83,905)
(45)
(3,154)
(87,104)

(82,542)
(28)
(3,197)
(85,767)

(72,811)
(2,230)
(75,041)

(67,744)
(4,532)
(72,276)

(70,000)
(105,236)
(175,236)

(45,000)
(95,399)
(140,399)

(368,730)

(327,067)

Income:
Revenues from sales and services
Other revenues
Allowance for doubtful accounts

Inputs acquired from third parties


Costs of sales and services
Power, outside services and other

Wealth received in transfer


Equity accounting in subsidiaries
Finance income

Wealth for distribution


Wealth distributed
Personnel
Salaries and wages
Benefits
FGTS

Taxes, fees and contributions


Federal
State
Municipal

Third parties
Interest, exchange rate changes and inflation adjustment
Rental expenses
Capital remuneration
Anticipation of interest on capital
Retained earnings

Wealth distributed
See the accompanying notes to the quarterly information - ITR

96

Multiplan Empreendimentos Imobilirios S.A.


Statement of added value
Quarters ended June 30, 2014 and 2013
(Amounts expressed in thousands of Brazilian Reais R$)

Consolidated
06/30/2014

06/30/2013

574,231
14,420
(344)

506,791
7,925
(3,449)

588,307

511,267

(143,112)
(48,592)

(56,295)
(38,342)

(191,704)

(94,637)

Gross value added

396,603

416,630

Retentions:
Depreciation and amortization

(77,450)

(56,822)

Wealth created by the entity, net

319,153

359,808

14,397
18,107

(1,534)
23,064

32,504

21,530

Wealth for distribution

351,657

381,338

Wealth distributed:
Personnel
Salaries and wages
Benefits
FGTS

(34,253)
(2,504)
(999)

(41,728)
(2,438)
(882)

(37,756)

(45,048)

(103,931)
(119)
(12,182)

(97,977)
(54)
(12,645)

(116,232)

(110,676)

(94,634)
72,644
(21,990)

(80,284)
(4,549)
(84,833)

(43)
(70,000)
(105,636)
(175,679)

(26)
(45,000)
(95,755)
(140,781)

(351,657)

(381,338)

Income:
Net revenues from sales and services
Other revenues
Allowance for doubtful accounts

Inputs acquired from third parties:


Costs of sales and services
Power, outside services and other

Wealth received in transfer:


Equity accounting
Finance income

Taxes, fees and contributions


Federal
State
Municipal

Third parties
Interest, exchange rate changes and inflation adjustment
Rental expenses
Capital remuneration :
Non-controlling interests in retained earnings
Anticipation of interest on capital
Retained earnings
Wealth distributed
See the accompanying notes to the quarterly information - ITR

97

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

Notes to the quarterly information


(In thousands of Brazilian 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 June 30, 2014 were authorized for issuance by Management
on July 28, 2014. 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, 4200, Bloco 2 - 5th floor, Barra da Tijuca, Rio de
Janeiro, RJ. 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 at June 30, 2014 and December 31, 2013, the Company holds direct and indirect interests in
the following real estate developments:
Interest - %
Project
Shopping Malls
BH Shopping
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

Beginning of operations

Belo Horizonte
Rio de Janeiro
Ribeiro Preto
So Paulo
Braslia
Belo Horizonte
So Paulo
Curitiba
Belo Horizonte
Porto Alegre
So Paulo
Rio de Janeiro
So Paulo
So Caetano
Rio de Janeiro
Rio de Janeiro
So Paulo

1979
1981
1981
1982
1983
1996
1999
2003
2004
2008
2009
1999
1999
2011
2012
2012
2012

06/30/2014

12/31/2013

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
79.9
65.8
61.7
90.0
30.0
84.0
96.5
100.0
60.0
50.0
62.5
100.0
100.0
90.0
100.0

The majority of the shopping malls are managed based on a structure known as Condomnio

98

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

Pro Indiviso - CPI (undivided interest). The shopping malls are not legal entities, but units
operated under an agreement whereby the owners (investors) share all revenues, 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 at June 30, 2014, the Company is the legal representative and
manager of all above mentioned shopping malls.
The activities performed by the major investees are summarized below (see information on
Multiplans equity interest in these investees in Note 2):

a.

Multiplan Administradora de Shopping Centers Ltda.


It is engaged in managing, promotion and development of shopping centers, and also
managing, parking lots at its owns shopping malls.

b.

Silent Partnership (SCP)


On February 15, 2006, a new Company (SCP) was estabilished between its Individual
and Multiplan Planejamento, Participaes e Administrao S.A. (MTP) to build a
residential real estate project named Royal Green Pennsula.

c.

MPH Empreendimentos Imobilirios Ltda.


The Company holds 100% interest in MPH Empreendimentos Imobilirios Ltda., 50% through
its subsidiary Morumbi Business Center Empreendimento Imobilirio Ltda. MPH
Empreendimentos Imobilirios Ltda. was established on September 1, 2006 and is engaged
mainly in developing, holding interest in and subsequently operating a shopping mall located in
Vila Olmpia district in the city of So Paulo, in which it holds 60% interest.

d.

Manati Empreendimentos e Participaes S.A. (Manati)


It is engaged in the commercial exploration and managing, either directly or indirectly, a
parking lot and Shopping Center Santa rsula, located in the city of Ribeiro Preto, in the So
Paulo State. Manati is jointly controlled by Multiplan and Aliansce Shopping Centers S.A., as
defined in the Shareholders Agreement dated April 25, 2008.

e.

Parque Shopping Macei S.A.(formerly named Halleiwa Empreendimentos


Imobilirios S.A)
It is engaged in the commercial exploration and development of real estate projects, including
shopping centers with parking spaces in a land located at Av. Gustavo Paiva s/n, Cruz das
Almas, Macei. Parque Shopping Macei S.A. is jointly controlled by Multiplan
Empreendimentos Imobilirios S.A. and Aliansce Shopping Centers S.A., as defined in the
Shareholders Agreement dated May 20, 2008.

f.

Danville SP Empreendimento Imobilirio Ltda.(Danville)


It is engaged in the planning, implementation, development and sale of real estate project
Ribeiro Comercial.

g.

Multiplan Greenfield I Empreendimento Imobilirio Ltda.


It is engaged in the planning, implementation, development and sale of real estate project
Diamond Tower.

99

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

h.

Barrasul Empreendimento Imobilirio Ltda.


It is engaged planning, implementation, development and sale of real estate project Residence
Du Lac.

i.

Ribeiro Residencial Empreendimento Imobilirio Ltda.


It is engaged planning, implementation, development and sale of real estate project Golden
Green Residencial.

j.

Morumbi Business Center Empreendimento Imobilirio Ltda.


It is engaged developing and negotiating Morumbi Business Center located in the city and state
of So Paulo, and has an indirect 30% stake in Shopping Vila Olimpia, through a 50%
shareholding in MPH, which, in turn, owns 60% of that mall.

k.

Multiplan Greenfield II Empreendimento Imobilirio Ltda.


It is engaged in the planning, implementation, development and sale of real estate project
Morumbi Golden Tower.

l.

Multiplan Greenfield IV Empreendimento Imobilirio Ltda.


It is engaged in the planning, implementation, development and sale of real estate project
Morumbi Diamond Tower.

m.

Jundia Shopping Center Ltda.


It is engaged in the operating Shopping Center Jundia, holding 100.0% interest in it.

n.

Patio Savassi Shopping Center Management Ltda.


Its is engaged in the administration of Park Shopping Patio Savassi, located in Belo Horizonte, Minas Gerais.

o.

Parkshopping Campo Grande Ltda.


It is engaged in the administration of Park Shopping Campo Grande,located in Rio de Janeiro,
RJ with owns 100% interest in it.

p.

Parkshopping Corporate Empreendimento Imobilirio Ltda.


It is engaged in the planning, implementation, development and sale of real estate project Park
Office.

q.

ParkShopping Canoes Ltda. (formerly VII Multiplan Greenfield Real Estate


Enterprise Ltda.)
It is engaged in the development and negotiating of Park Shopping Canoas located in the city of
Canoas, State of Rio Grande do Sul

r.

ParkShopping Global Ltda. (formerly Greenfield Multiplan VI Real Estate


Enterprise Ltda.)
It is engaged in the development and negotiating of Park Shopping Global Ltda. located in the
city and state of So Paulo.

100

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

s.

Other investees
Investees Greenfield III Empreendimento Imobilirio Ltda., Multishopping Shopping Center Ltda.
(previously called Multiplan Greenfield IX Empreendimento Imobilirio 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. e Multiplan Greenfield XV Empreendimento Imobilirio Ltda. have the following
corporate purpose: It is engaged in (i) the planning, implementation, development and sale of
real estate projects of any nature; (ii) purchase and sale of properties and acquisition and sale of
real estate rights, and the exploration thereof; (iii) rendering of commercial center management
and administration services; (iv) technical consulting and support services related to real estate
issues; (v) civil construction, performance of construction works and rendering of engineering
and related services in the real estate sector; and (vi) real estate development, promotion,
management and planning.

1.1

Initial Public Offering


On March 27, 2013, the Company held an initial public offering through the issuance of
10,800,000 registered, book-entry common shares, with no par value, at the price of R$ 58.00
per share (Shares). The number of shares above already includes the additional 1,800,000
shares issued, equivalent to 20% of the shares initially offered.
On April 3, 2013, the Company received the funds obtained from the public offering of
common shares in amount of R$626,400 (R$610,260 net of transaction costs and taxes). The
funding costs amounted to R17,612 representing 3.9% of the funds received.
The Company intends has used the net proceeds from the offering to implement business
opportunities in promoting the Companys growth through (i) development in properties for
rental - shopping malls and business towers; (ii) expansion of existing shopping malls
development; and (iii) development of real estate projects for sale.
In line with its development strategy, the Company continuously evaluates the possibility of
acquiring minority ownership interest in its shopping centers and shopping centers held by
thirds. The proceeds received from the Offering may be used in opportunities of such nature.
The necessary proceeds to achieve the abovementioned objectives may be originated from a
combination of net proceeds received from the Offering and other additional financing sources
as well as the cash generated from operating activities of Company.
The application of net proceeds to be received in connection with the Offering is based on actual
analyses of the Company and on future events and trend projections. Changes in these factors
may cause the Company to review the net proceeds application exclusively according to criteria
defined by the Company.

2
2.1

Presentation of financial statements and accounting policies


Statement of compliance in relation to IFRS standards and CPC standards
These financial statements include:

a.

The consolidated financial statements, prepared in accordance with the International Financial
Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB)

101

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

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 Brazilian Securities Commission (CVM) and the Federal Accounting Council
(CFC);
b.

The individual 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 individual 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 Individual's shareholders. In the case of Multiplan
Empreendimento Imobilirios S.A., the accounting practices adopted in Brazil applicable to the
individual financial statements differ from IFRS applicable to separate financial statements
only in relation to the measurement of investments in subsidiaries, jointly-owned subsidiaries
and associates based on the equity accounting method, instead of cost or fair value in
accordance with IFRS.
As the differences between the consolidated shareholders' equity and consolidated profit
attributable to shareholders of the Company, included in the consolidated financial statements
prepared in accordance with IFRSs and the accounting practices adopted in Brazil, and the
equity and income of the parent, in the individual financial statements prepared in accordance
with accounting practices adopted in Brazil are not material and are detailed in Note 2.31.b, the
Company opted to present the financial statements and consolidated into a single set, side by
side.

2.2

Basis for measurement


The individual and consolidated 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.

102

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

2.3

Basis of consolidation
As at June 30, 2014 and December 31, 2013, the consolidated financial statements incorporate
the financial statements of the Company and its subsidiaries, as follows:
Interest - %
As at June 30, 2014

As at December 31, 2013

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. (c)
Parkshopping Global Ltda. (d)
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
99.99
99.90
99.90
99.90
99.90
99.99
99.99
99.90
99.90

99.00
99.00
50.00
-

(a)

Foreign entities.

(b)

Dormant company since 2003.

(c)

In 2012, this company was not operating. The companys operation start-up occurred in the first quarter of 2013.

(d)

For additional information see note 9.1.a.

The subsidiaries financial statements are prepared for the same reporting period as the
Company's, using consistent accounting policies.
All intragroup balances, revenues and expenses are fully eliminated.
The reconciliation between the individual and consolidated shareholders equity and net income

103

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

for the quarters ended June 30, 2014 and 2013 is as follows:
06/30/2014

Individual
Equity in the earnings of Countys profit or loss for the
period (a)
Deferred assets (b)
Consolidated

06/30/2013

Equity

Profit for
the year

Equity

Profit for
the year

3,942,175

175,236

3,827,337

140,399

(367)

(69)
469

(1,321)

(115)
471

3,941,808

175,636

3,826,016

140,755

(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
a.

Investments in subsidiaries and joint ventures


Subsidiary
Subsidiaries are all entities (including special-purpose entities) controlled by the Company. The
Multiplan Group controls an entity when it is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the
Group. They are deconsolidated from the date that control ceases.
Multiplan's investments in its subsidiaries are accounted for under the equity method.
The statement of operations reflect the share of gains or losses arising from the subsidiaries
transactions. When a change is directly recognized in the subsidiaries equity, the Company will
recognize its share in the changes and report such fact in the statement of changes in equity,
when applicable. Unrealized gains and losses arising from transactions between the Company
and its subsidiaries are eliminated based on the interest held in the subsidiaries.

b.

Joint ventures
Investments in joint ventures are accounted for under the equity method and are initially
recognized at cost. The Groups investment in affiliated companies and joint ventures includes
the goodwill identified on acquisition, net of any accumulated impairment losses.
The Groups share of the profits or losses of its joint ventures is recognized in the income
statement, and the share of changes in the reserves is recognized in the Groups reserves. When
the Groups share of the losses of a joint venture is equal to or higher than the investments
carrying amount, including any other receivables, the Group does not recognize additional
losses unless it has incurred liabilities or made payments on behalf of the jointly-owned
subsidiary.
Unrealized gains from transactions between the Group and its joint ventures are eliminated to
the extent of the Groups interest in the joint ventures. Unrealized losses are also eliminated,

104

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

unless the transaction provides evidence of impairment of the asset transferred. Accounting
policies of affiliated companies have been changed where necessary to ensure consistency with
the policies adopted by the Group.

2.5

Functional and reporting currency


The functional currency of the Company and its subsidiaries in Brazil and abroad is the
Brazilian real, the same currency used to prepare and present the individual and consolidated
financial statements. All financial information presented in Brazilian Reais has been rounded to
the nearest value, except otherwise indicated.

2.6

Revenue recognition
Revenue is recognized to the extent it is likely that economic benefits will be generated for the
Company and when it can be measured reliably. The revenue is measured based on the fair
value of the consideration received, excluding discounts, rebates, taxes or charges over sales.
The Company assesses revenue transactions according to the specific criteria to determine
whether it is acting as agent or principal and, at the end, concluded that it is acting as principal
in all its revenue contracts. Also, the following specific criteria shall be addressed before the
revenue recognition:

Stores leased
The tenants of commercial units generally pay a rent corresponding to the higher of a minimum
monthly amount, adjusted annually based on the General Price Index - Internal Availability
(IGP-DI) fluctuation or the amount arising from the application of a percentage on each tenants
gross sales revenues.
The Company records store lease transactions as operating leases. The minimum lease amount,
plus periodic fixed increases set forth in the contracts, less inflation adjustments, is recognized
proportionally to the Companys interest in each development, on a straight-line basis over the
term of the contracts, regardless of the recept method.
The Company, its subsidiaries and jointly controlled entities are not subject to seasonality in
their operations. Historically, special dates and holidays, such as Christmas and Mothers Day,
among others, have increased the shopping malls sales.

Key money
The key money contracts (key money or assignment of technical structure of shopping centers)
are recorded as deferred revenues, in liabilities, when signed. Profit or loss on assignment of
rights, including revenues from assignment of rights, of sale and key money, is recognized on a
straight-line basis, over the term of the lease contract of the related stores, as from the beginning
of rental.

Sale of properties
For installment sales of a completed unit, revenue is recognized at the time the sale is
performed, regardless of the term for receipt of the amount established by contract.
Fixed-rate interest is recognized in profit or loss on the accrual basis, irrespective of whether it
is actually received or not.
Regarding the sales of units not completed, the Company recognizes real estate development
revenues and corresponding costs based on OCPC 01 (R1), i.e., under the percentage-of-

105

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

completion method. Under OCPC 04, a real estate construction contract could fall under the
scope of CPC 17 (Construction Contracts) or CPC 30 (Revenue). Should the contract fall under
CPC 17, revenue will be recognized under the percentage-of-completion method. On the other
hand, under CPC 30 Revenues, the issue refers to the transfer of significant control, risks and
rewards on an ongoing basis or in a single event (delivery of keys). If the transfer is carried
out on an ongoing basis, revenue should be recognized under the percentage-of-completion
method. Otherwise, revenue will be recognized only when keys are delivered. The Company
conducts the following procedures:
The costs incurred are recorded as inventories (construction in progress) and fully recognized in
profit or loss as units are sold. After sale, costs to be incurred to complete the unit construction
will be recognized in profit or loss when incurred.
The percentage of costs of units sold, is determined in relation to total budgeted costs estimated
through the completion of the work. Such percentage is applied to the price of units sold and
adjusted by selling expenses and other contractual conditions. The corresponding income is
recorded as revenues as a balancing item to trade receivables or probable advances received.
Thereafter and until the construction work is completed, the units sale price will be recognized
in profit or loss as revenues proportionately to the costs incurred to complete the unit, in relation
to total budgeted cost.
The changes in the project execution and conditions and estimated earnings, including changes
resulting from contractual fines and settlements that may give rise to a review of costs and
revenues, are recognized when such reviews are made.
Sales revenues, including inflation adjustment, less installments received, are recorded as trade
receivables or advances from customers, as applicable.
Information on balances of operations with real estate projects in progress and advances from
customers are detailed in Note 7.

Parking
Refers to revenues from the operation of parking lots in shopping malls, recognized in profit or
loss on an accrual basis.

Services
Refer to revenues from the provision of services such as brokerage, advertising and promotion
advisory, lease and/or sale of merchandising spaces, revenues from provision of specialized
brokerage and real estate business advisory services in general; revenue from management of
construction work and revenues from management of shopping malls. These revenues are
recognized in profit or loss on an accrual basis.

2.7

Expense recognition
Expenses are recognized on an accrual basis.

2.8

Financial instruments
Financial instruments are recognized only as from the date in which the Company becomes a
party to the contract provisions. Financial instruments are initially recognized at fair value plus

106

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

transaction costs that are directly attributable to their acquisition or issuance, except when
financial assets and financial liabilities are classified at fair value through profit or loss, and
these costs are directly recorded in profit or loss. They are then measured at the end of each
reporting period, in accordance with the rules established for each type of classification of
financial assets and financial liabilities.

(i)

Financial assets
Initial recognition and measurement
The main financial assets recognized by the Company are: Cash and cash equivalents, restricted
short-term investments (recorded in line item Other - Non-current assets), trade receivables
and trade receivables from related parties.

Financial assets calculated at fair value through profit or loss


Include financial assets held for trading and assets stated at fair value through profit or loss on
initial recognition. They are classified as held for trading in case they have been originated for
the purpose of sale or repurchase in the short term. At each balance sheet date, they are
measured at fair value and their fluctuations recognized in profit or loss. Interest, inflation
adjustment, exchange rate changes and changes arising from the adjustment to fair value are
recognized in profit or loss under finance income or finance costs, when incurred.

Financial assets held to maturity


Non-derivative financial assets with fixed or determinable payments and fixed maturity dates
that the Company has the positive intention and ability to hold to maturity. After initial
recognition, they are measured at amortized cost using the effective interest method, less any
impairment losses. Under this method, the discount rate applied on future estimated receipts
over the expected term of the financial instrument results in their net carrying amount. Interest,
inflation adjustment and exchange rate changes less impairment losses, when applicable, are
recognized in profit or loss, when incurred, under finance income or finance costs.

Financial assets - available for sale


Available-for-sale financial assets correspond to non-derivative financial assets that are
designated as available-for-sale or are not classified as: (a) loans and receivables, (b) held-tomaturity investments; or (c) financial assets at fair value through profit or loss.
After the initial recognition, they are measured at fair value, and changes, except those due to
impairment losses, are recognized in other comprehensive income and presented in equity.
When an investment is written off, the accumulated income (loss) in other comprehensive
income is transferred to the income statement.

Loans and receivables


Non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. Such assets are initially recognized at fair value plus any transaction costs
directly assignable. After initial recognition they are measured at amortized cost using the
effective interest rate method, net of any impairment loss. Interest, inflation adjustment and
exchange rate changes less impairment losses, when applicable, are recognized in profit or loss,
when incurred, under finance income or finance costs.

(ii)

Financial liabilities
Financial liabilities are classified as financial liabilities at fair value through profit or loss,

107

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

borrowings and financing or derivatives classified as hedge instrument, as the case may be. The
Company determines the classification of its financial liabilities on initial recognition, on the
trade date at which the Company becomes one of the contractual provisions of the instrument.
The Company derecognizes a financial liability when its contractual obligations are discharged
or cancelled or expire.
Financial liabilities are initially stated at fair value and, in the case of borrowings and financing,
are increased by directly related transaction costs.
The main financial liabilities recognized by the Company are: Loans and financing, debentures
and payables for acquisition of property.

Financial liabilities measured at fair value through profit or loss


Include financial liabilities regularly traded before maturity, liabilities designated at fair value
through profit or loss on initial recognition. They are measured at fair value at every balance
sheet date. Interest, inflation adjustment, exchange rate changes and changes arising from
measurement at fair value, when applicable, are recognized in profit or loss when incurred.

Financial liabilities not measured at fair value through profit or loss


The other financial liabilities (including borrowings, suppliers and other payables) are measured
at the amortized cost using the effective interest method.
The effective interest method is a method of calculating the amortized cost of a financial
liability and of allocating its interest expense over the relevant period. The effective interest rate
is the rate that exactly discounts estimated future cash flows (including fees and points paid or
received that are an integral part of the effective interest rate, transaction costs, and other
premiums or discounts) over the expected life of the financial liability or, where appropriate,
over a shorter period, for the initial recognition of the net carrying amount.
Financial assets and liabilities are offset and the net amount reported in the balance sheet only
when there is a legally enforceable right to set off and there is intention to settle on a net basis,
or to realize the asset and settle the liability simultaneously.
The Companys financial assets and financial liabilities are described in detail in Note 25.

2.9

Adjustment to present value of assets and liabilities


Long-term monetary assets and liabilities are adjusted for inflation and, therefore, adjusted to
their present value. The adjustment to present value of short-term monetary assets and liabilities
is calculated, and only recognized, if it is considered as relevant with respect to the financial
statements taken as a whole. To account for and determine materiality, the adjustment to present
value is calculated considering the contractual cash flows and the explicit and, in certain cases,
implicit interest rates of the related assets and liabilities, as described in Note 4.

2.10

Treasury shares
Own equity instruments that are bought back (treasury shares) and recognized at cost, and
deducted from equity. No gain or loss is recognized in the statement of operations on the
purchase, sale, issuance or cancellation of the Companys equity instruments.

2.11

Investment properties

108

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

Investment properties are stated at acquisition, development or construction cost, less


accumulated depreciation, calculated on a straight-line basis at the rates that take into
consideration the economic useful lives of the assets. Possible costs incurred on the maintenance
and repair of investment property are accounted for only when the economic benefits associated
to these items are probable and the amounts can be reliably measured, while other costs are
directly allocated to profit or loss when incurred. The recovery of investment properties through
future transactions, as well as their useful lives and residual value are monitored on an ongoing
basis and adjusted prospectively, if necessary. The fair value of investment properties is
determined annually in December for purposes of disclosure.
Investment property is property held to earn rentals or for capital appreciation or both, but not
for sale in the ordinary course of business, supply of services or for administrative purposes.
Buildings and improvements classified as property for investment are measured at cost for
initial recognition and depreciated over the useful life period of 30 to 50 years.
Goodwill from the fair value in subsidiaries are recorded as investment property and depreciated
using the straight-line basis. Cost includes expenses directly attributable to the acquisition of an
investment property. In the event an owner builds an investment property, cost is considered as
the capitalized interest on borrowings, the material used, direct labor, or any other cost directly
attributable to bringing the investment property to a working condition for its intended purpose.
Following CPC 28, the Company and its subsidiaries record Shopping Centers in operation and
under development as investment property, since these commercial offices are kept for the
purposes of operational lease.
The interest capitalized in the Individual company refers to loans taken by its affiliated
companies and passed on through the Company to the subsidiaries companies having
enterprises in the pre-operating stage or enterprises under revitalization or expansion, and may
also refer to loans taken by subsidiaries to fund operating enterprises.
Costs related to the repurchase of point values are added to the respective investment properties.
The appropriation is performed following the lease term of the leased asset.

2.12

Property, plant and equipment


Property, plant and equipment is recorded by the acquisition, formation or construction cost,
less accumulated depreciation and impairment losses, calculated using the straight-line method
based on rates determined by the assets' estimated useful life. Possible costs incurred on the
maintenance and repair of investment property are accounted for only when the economic
benefits associated to these items are probable and the amounts can be reliably measured, while
other costs are directly allocated to profit or loss when incurred. The recovery of property, plant
and equipment through future transactions, as well as their useful lives and residual value, are
monitored on an ongoing basis and adjusted prospectively, if necessary.The useful estimated
lives for the current and comparative periods are as follows:
06/30/2014 and
12/31/2013
Machinery and Equipment, Furniture and Fixtures and Facilities
Buildings and improvement
Other components

2.13

Lease

109

10 years
25 years
5 to 10 years

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

Leases in which a significant portion of the risks and rewards of ownership are retained by the
lessor are classified as operating leases. Payments made under operating leases (net of any
incentives received from the lessor) are charged to the income statement on a straight-line basis
over the period of the lease. Lease contracts entered into by the Company as the lessor are
recognized as mentioned in Note 4.

2.14

Loan costs
Interest and financial charges on loans for investment in construction in progress are capitalized
until assets start to operate and are depreciated based on the same criteria and useful life
determined for the property, plant and equipment item or investment property in which they
were included. Interest on lands and properties held for sale is recorded in profit or loss under
the percentage-of-completion method. All other loan costs are accounted for as expenses when
incurred.

2.15

Intangible assets
Intangible assets acquired separately are stated at cost on initial recognition and, subsequently,
are stated less accumulated amortization and impairment losses, where applicable.
Intangible assets with finite useful lives are amortized over their estimated economic useful
lives and tested for impairment when there is any indication of an impairment loss. Indefinitelived intangible assets are not amortized and are annually tested for impairment.
The goodwill arising from the acquisition of subsidiaries and grounded on future profitability is
recorded as intangible asset in accordance with CPC 04 (R1) - Intangible assets, supported by
Securities Commission Resolution No. 644 of December 2, 2010.

2.16

Land and properties held for sale


Stated at average acquisition or construction cost, which does not exceed its net realizable value.
The Company recorded in current assets the developments already launched and, therefore,
available for sale. The other developments are recorded in noncurrent assets.

2.17

Payables for acquisition of properties


Obligations established in contract for land acquisition are recorded at the original value plus,
when applicable, corresponding charges and inflation adjustments.

2.18

Impairment losses of nonfinancial assets


Management reviews annually the net carrying amount of assets to assess events or changes in
economic, operating or technological circumstances that might indicate an impairment of assets.
Whenever an evidence of impairment is identified and the carrying amount exceeds the
recoverable value, an allowance for impairment is recorded to adjust the carrying amount to the
recoverable value.
The recoverable value of an asset or a certain cash-generating unit is defined as the higher of the
fair value less sales expenses.
In estimating the value in use of an asset, estimated future cash flows are discounted to their
present values, using a pretax discount rate that reflects the weighted average cost of capital in
the industry where the cash-generating unit operates. The net sales amount is determined,
whenever possible, based on a firm sales agreement at arms length, entered into among
knowledgeable, willing buyers and knowledgeable, willing sellers, adjusted by expenses
attributable to the sale of the asset, or, in case of lack of a firm sales agreement, based on the
fair value in an active market or the most recent price of the transaction carried out with similar

110

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

assets.
With respect to the goodwill paid on the acquisition of investments, recoverable amount is
estimated on an annual basis. Impairment losses are recorded when the carrying amount of the
goodwill allocated in the UGC - cash-generating unit exceeds its recoverable amount. The
recoverable amount is determined by comparing it with the fair value of the investment
properties that originated the goodwill. The assumptions adopted to determine the fair value of
the investment properties are detailed in Note 10.Impairment losses are recognized in profit or
loss. Losses on the UGCs are initially allocated in the reduction of any goodwill related to
such UGC and, subsequently, in the reduction of other assets of this UGC.
An impairment loss in respect of goodwill is not reversed. An impairment loss is reversed only
to the extent that the assets carrying amount does not exceed the carrying amount that would
have been determined, net of depreciation or amortization, if no impairment loss had been
recognized. The Company did not record any impairment for these years.

2.19

Cash and cash equivalents


These include cash, positive balances in current accounts and short-term investments readily
convertible into known amounts of cash and subject to insignificant risk of change in value.
Short-term investments included in cash equivalents are classified as financial assets measured
at fair value through profit or loss.

2.20

Trade receivables
Stated at realizable value, including, when applicable, income and inflation adjustments earned.
The allowance for doubtful accounts is recognized in an amount considered by Management as
sufficient to cover probable losses on the realization of receivables, in accordance with the
criteria described in Note 4.

2.21

Provisions
Provisions are recognized for present obligations (legal or constructive) as a result of a past
event and a reliable estimate can be made of the amount of the obligation, and its settlement is
probable. The amount recognized as reserve is the best estimate of the expenditure required to
settle the obligation at the end of each reporting period, considering the risks and uncertainties
inherent to such obligation.
When a provision is measured based on the estimated cash flows to settle an obligation, its
carrying amount corresponds to the present value of such cash flows (where the effect of the
time value of money is material).

111

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

The Company is a party to several judicial and administrative proceedings. Provisions are
recognized for all lawsuits and administrative proceedings for which it is probable that an
outflow of funds will be required to settle the contingency/obligation and a reliable estimate can
be made. The likelihood assessment includes assessing available evidences, the hierarchy of
laws, available previous decisions, most recent court decisions and their relevance within the
legal system, and the assessment of the outside legal counsel. Provisions are reviewed and
adjusted so as to consider changes in circumstances, such as applicable statute of limitations,
conclusions of tax audits or additional exposures identified based on new matters or court
rulings.
The contingencies whose risks were assessed as possible are disclosed in the Note 18.

2.22

Other liabilities and assets


A liability is recognized in the balance sheet when the Company has a legal obligation as a
result of a past event and it is probable that an outflow of resources will be required to settle the
obligation. Some liabilities involve uncertainties as to the term and amount and are estimated as
incurred and recorded through a provision. Reserves are recognized based on the best estimates
of the risk involved.
An asset is recognized in the balance sheet when it is probable that its future economic benefits
will flow to the Company and its cost or amount can be measured reliably.
Assets and liabilities are classified as current when their realization or settlement is likely to
occur within the next twelve months. Otherwise, assets and liabilities are stated as noncurrent.

2.23

Taxes payable
Revenues from sales and services are subject to the following taxes, calculated at the following
basic tax rates:
Tax rates - Parent and
subsidiaries

Tax

Abbreviation

Contribution to the Social Integration Program


Tax for Social Security Financing
Tax on services of any natures (ISSQN)

PIS (Employees Profit Participation Program)


COFINS
ISS (Services Tax)

Taxable Presumed
income
profit
1.65%
7.6%
2% to 5%

These taxes are presented as sales deductions in the statement of operations. Credits arising
from non-cumulative PIS/COFINS are presented as tax on services in the statement of
operations.
Taxes on income comprise income tax and social contribution. Income tax is calculated based
on taxable income at the rate of 25%, and social contribution at the rate of 9%, on the accrual
basis.

112

0.65%
3.0%
2% to 5%

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

As prescribed by tax laws, all entities comprising the Multiplan Group, which posted prior-year
gross annual revenues below R$78,000 opted for the deemed income regime. In this case,
income tax calculation basis was determined considering the application of deemed percentages
of 32%, 8% and 100%, depending on revenues nature, as provided for in tax law. Social
contribution calculation basis, in this scenario, was determined based on the application of
deemed rates of 8%, 32%, 12% and 100%, also depending on revenues nature.
Current corporate income tax and Social contribution represent taxes payable. Deferred income
tax and social contribution are recognized on temporary differences and tax losses. Note that
deferred tax credits are recognized to the extent of the existence of future positive bases.
Income tax and social contribution expenses include both current and deferred effects.
Current taxes are stated in assets/liabilities at net values when taxes payable and taxes to offset
have the same nature.
Accordingly, deferred income tax and social contribution are also stated at their net effects on
assets/liabilities, as required by CPC 32.

2.24

Employee benefits
Obligations for short-term employee benefits are measured on a non-discounted basis and
incurred as expenses as the related service is rendered.
The liability is recognized at the amount expected to be paid under the cash bonus plans or
short-term profit sharing if the Company has a legal or constructive obligation to pay this
amount as a result of prior service rendered by the employee, and the obligation can be reliably
estimated.

2.25

Share-based compensation
The Company granted to its management, employees and services providers or those of the
companies under its control, eligible to the program, stock options that are only exercisable after
specific vesting periods. These options are measured at fair value determined by the BlackScholes pricing method on the dates stock option plans are granted, and are recorded in
operating income (expenses) under expenses on share-based compensation, on a straight-line
basis after the vesting periods, as a balancing item to stock options granted in capital reserves
in shareholders equity. For details, see Note 20.h.

2.26

Earnings per share


The basic earnings per share are calculated based on the result for the financial year attributable
to the Company's shareholders and the weighted average of outstanding common shares in the
respective period. The diluted earnings per share are calculated based on the mentioned average
of outstanding shares, adjusted by instruments that can potentially be converted into shares, with
a dilution effect, in the years presented, pursuant to CPC 41/IAS 33.

2.27

Segment reporting
An operating segment is a component of the Company which engages in business activities
from which it may earn revenues and incur expenses, including income and expenses relating to
transactions with other components of the Company. All operating results of the operating
segments are frequently reviewed by the Company management for decisions regarding the
resources to be allocated to the segment to be taken and to assess their performance, for which
individual financial information is available.

113

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

Segment results that are reported to Management include items directly attributable to a
segment as well as those that can be allocated on a reasonable basis. The unallocated items
include mostly office expenses and income and social contribution tax assets and liabilities.

2.28

Statement of added value (DVA)


The purpose of this statement is to disclose the wealth created by the Company and its
distribution during a certain reporting period, and is presented by the Company as part of their
individual and consolidated financial statements, whose presentation is required by Brazilian
corporate law for public companies, and as supplementary information under IFRS that do not
require disclosure of Statement of Added Value.
The statement of added value was prepared based on information obtained in the accounting
records that serve as basis for the preparation of financial statements and in accordance with the
provisions of CPC 09 - Statement of Added Value. The first part of the DVA presents the
wealth created by the Company, represented by revenues (gross sales revenue, including taxes
levied thereon, other income and the effects of the allowance for doubtful accounts), inputs
purchased from third parties (cost of sales and purchases of materials, energy and outside
services, including the taxes included upon purchase, the effects of impairment and recovery of
assets, and depreciation and amortization) and the value added received from third parties (share
of profits (losses) of subsidiaries, finance income and other income). The second part of the
DVA presents the distribution of wealth among employees, taxes and contributions,
compensation to third parties and shareholders.

2.29

Statement of cash flows


The Company classifies in the statement of cash flows the interest paid as financing activities
and the dividends received as investing activities since it understands that interest represent
costs from its financial resources obtained and dividends represent the return on its investments.

2.30

Significant accounting policies


They are used to measure and recognize certain assets and liabilities in the Companys and its
subsidiaries financial statements. These estimates were determined based on past and current
events, assumptions about future events, and other objective and subjective factors. Significant
items subject to these estimates include the determination of the useful lives of property, plant
and equipment and intangible assets; allowance for doubtful accounts; the cost to be incurred
and the total estimated cost for the real estate ventures; allowance for investment losses;
analysis of recoverability of property, plant and equipment and intangible assets; realization of
deferred income and social contribution taxes; the rates and terms applied in determining the
discount to present value of certain assets and liabilities; provision for contingencies; fair value
measurement of share-based compensation and financial instruments; and estimates for
disclosure of the sensitivity analysis table of derivatives pursuant to CVM Instruction No.
475/08 and fair value measurement of investment properties. Settlement of transactions
involving these estimates may result in amounts significantly different from those recorded in
the financial statements due to the uncertainties inherent in the estimation process. The
estimates and assumptions are based on current expectations and projections of the Company's
management about future events and financial trends that affect or may affect the Company's
business and, consequently, its financial statements.

114

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

Such estimates and assumptions are prepared based on information currently available and
known by Management. Many important factors may adversely impact the Company's results of
operations, and in view of such risks and uncertainties, estimates and future prospects may not
materialize. The Company reviews its estimates and assumptions at least quarterly, with
exception for the fair value of investment properties, which is reviewed annually.

2.31
a.

New standards, changes and interpretations


The following new standards and interpretations to existing standards have been issued by
IASB, but are not effective for 2013. Earlier adoption of these standards, although encouraged
by IASB, is not permitted in Brazil by the Accounting Pronouncements Committee (CPC).
IFRIC 21 Rates. The interpretation provides guidance on when an entity should recognize a
liability for a levy imposed by the legislation. The liability should only be recognized when the
event that gives rise to the liability occurs. This interpretation is applicable as of January 1,
2014.
IFRS 9 - Financial instruments", covers the classification, measuring and the recognition of
financial assets and liabilities. IFRS 9 was issued in November 2009 and October 2010 and
replaces the parts of IAS 39 related to the classification and measurement of financial
instruments. IFRS 9 requires financial assets to be classified in two categories: measure at fair
value and measured at amortized cost. Determination occurs at initial recognition. The basis for
classification depends on the entitys business model and the contractual cash flow features of
the financial instruments. For financial liabilities, the standard maintains most of the
requirements established by IAS 39. The main change is that where the option of fair value is
adopted for financial liabilities, the portion of change in fair value due to credit risk of the entity
undertaking shall be recorded in other comprehensive income and not in the statement of
operations, except when it results in accounting mismatch. The Group is assessing the full
impact of IFRS 9. The standard is applicable as of January 1, 2015.
There are no other IFRSs or IFRIC interpretations that are not yet effective which could have a
material impact on the Multiplan Group.

b.

Reclassification and adoption of IFRSs (new and revised) in the financial statements
In 2012, the Accounting Pronouncements Committee (CPC) issued the following
pronouncements that impacted the activities of the Company and its subsidiaries, among others:
CPC 18 (R2) - Investment in Associates, Subsidiaries and Joint Ventures;
CPC 19 (R2) - Joint Arrangements.
These pronouncements, approved by the Brazilian Securities and Exchange Commission
(CVM) in 2012, became effective for years beginning on January 1, 2013. These
pronouncements require that joint ventures are accounted for in the Companys financial
statements under the equity method of accounting.
With the adoption of these new accounting pronouncements beginning January 1, 2013, the
Company no longer consolidates joint ventures Manati Empreendimentos e Participaes S.A.
and Parque Shopping Macei S.A. proportionately. Accordingly, the interim financial
information for the quarters ended on June 30, 2014 and 2013 present the Companys financial

115

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information as of
June 30, 2014

position and results of operations using the equity method of accounting for such investments.

Cash and cash equivalents and short-term investments


June 30, 2014

Cash and cash equivalents


Cash and Banks
Short-term investments - Bank Certificates of
Deposit (CDBs)
Short-term investments Purchase and sale
commitments
Total cash and cash equivalents

December 31, 2013

Individual

Consolidated

Individual

Consolidated

39,233

56,638

26,358

48,871

683

880

651

25,301

42,016

84,205

109,562

136,307

81,932

141,723

136,571

210,479

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.
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 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.
June 30, 2014

December 31, 2013

Individual

Consolidated

Individual

Consolidated

Short-term investment daily liquidity


Investment funds DI fixed income securities

45,163

45,621

120,651

121,120

Total financial investments

45,163

45,621

120,651

121,120

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.

116

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Trade receivables
June 30, 2014

December 31, 2013

Individual

Consolidated

Individual

Consolidated

98,317
40,018
5,368
6,156
8,772
1,982
826
50,212
5,209

123,877
50,252
6,964
7,973
8,772
1,982
826
127,216
6,201

121,608
42,263
3,383
6,983
7,260
1,911
1,499
51,156
1,520

145,654
55,544
4,135
8,631
7,260
1,911
1,499
91,520
3,761

216,860

334,063

237,583

319,915

Allowance for doubtful accounts

(10,698)

(21,963)

(12,328)

(21,333)

Non-Current

206,162
(51,487)

312,100
(53,009)

225,255
(54,112)

298,582
(56,333)

Current

154,675

259,091

171,143

242,249

Rental
Key money
Debt acknowledgment (a)
Parking
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 mall expansion) and on promotion fund (5% on the amount
contributed to the promotion fund).

(c)

In accordance with the pronouncement CPC 12 - Ajuste a Valor Presente (Present Value Adjustment), approved by
CVM on December 17th, 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: comprised of the receivables portfolio from the real estate projects developed
by the Company (Du Lac Diamond Tower and Centro Profissional Ribeiro Shopping). Cash flow includes monthly
receivables in accordance with each customers 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 customers opportunity cost and is decisive to the
customers prepayment decision.

117

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

On June 30, 2014, the consolidated present value adjustment balance amounts to R$ 2,073
(R$2,661 as of December 31, 2013). The effect on the result for the periods ended June 30,
2014 and 2013 is as follows:
Consolidated

Expense
Income

04/01/2014 to
06/30/2014

01/01/2014 to
06/30/2014

04/01/2013 to
06/30/2013

01/01/2013 to
06/30/2013

423

588

(957)
-

(1,114)
-

(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

Individual

Balance due
and without
impairment loss

06.30.2014
12.31.2013

197,716
219,219

< 30 days 30 - 60 days


1,987
2,445

1,233
1,493

60 90
days
2,191
692

90 120
days >120 days
971
515

12,762
13,219

Total
216,860
237,583

Balance past-due. but without impairment loss

Consolidated
06.30.2014
12.31.2013

Balance due
and without
impairment loss

< 30 days

30 - 60
days

60 - 90
days

90 120
days

>120
days

Total

301,461
289,538

3,930
5,458

1,920
2,339

2,908
1,720

1,554
1,102

22,290
19,758

334,063
319,915

118

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

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


Individual
Stores
leased
Balances on December 31, 2013

(8,025)

Additions
Write- offs
Reversal due to financial settlement
Reversal due to renegotiation
Balances on June 30, 2014

Key
money

Debt
acknowledgment

(3,163)

(1,123)
778
1,539
153

(1,140)

(319)
349
97
380

(6,678)

(12,328)

(356)
84
48

(2,656)

Total

(1,364)

(1,798)
1,211
1,636
581
(10,698)

Consolidated

Balances on December 31, 2013

Stores
leased

Key
money

Debt
acknowledgment

Total

(11,494)

(8,602)

(1,237)

(21,333)

(5,236)
1,268
1,568
2,536

(3,636)
349
288
2,469

(567)
84
5
242

(9,439)
1,701
1,861
5,247

(11,359)

(9,126)

(1,473)

(21,963)

Additions
Write- offs
Reversal due to financial settlement
Reversal due to renegotiation
Balances on June 30, 2014

Aging of trade accounts receivable included in the allowance for doubtful accounts:
June 30, 2014
Individual

Less than 60 days


60 - 120 days
120 - 180 days
180 - 240 days
Over 240 days

Consolidated
(Restated)

December 31, 2013


Individual

Consolidated
(Restated)

(466)
(159)
(493)
(917)
(8,663)

(1,247)
(500)
(1,316)
(2,556)
(16,344)

(1,328)
(592)
(575)
(927)
(8,906)

(3,978)
(1,297)
(1,444)
(1,800)
(12,814)

(10,698)

(21,963)

(12,328)

(21,333)

The Company has operating lease agreements with the tenants of shopping mall stores (lessors)
with a standard term of 5 years. Exceptionally, there may be agreements with differentiated
terms and conditions.

119

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

For the quarters ended June 30, 2014 and 2013, the Company had billings of R$286.591 and
R$265.486, respectively, from minimum rent in the Companys interest only in relation to
contracts prevailing at the end of each period, these presented the following renewal schedule:
Consolidated

In 2013
In 2014
In 2015
In 2016
In 2017
In 2018
After 2018
Undetermined*
Total
(*)

June 30, 2014

June 30, 2013

n/a
6.3%
13.5%
15.9%
20.7%
17.5%
19.3%
6.9%

2.9%
8.0%
15.0%
16.9%
23.0%
10.9%
17.0%
6.3%

100.0%

100.0%

Non-renewed agreements in which the parties may request termination via a prior legal notice (30 days).

120

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

5
5.1

Trade receivables from related parties


Balance and transactions with related parties are detailed below
June 30, 2014

December 31, 2013

Individual

Consolidated

Individual

Consolidated
(Restated)

4,885
1,118
505
336
182
126
268

6,780
1,118
505
336
187
182
126
268

5,243
1,049
780
336
182
126
77

6,866
1,049
780
336
48
182
80
182
22
126
77

7,420
(4,885)

9,502
(6,780)

7,793
(5,243)

9,748
(6,866)

Total sundry loans and advances - current

2,535

2,722

2,550

2,882

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

6,156

6,984

Total accounts receivable - current

6,156

6,984

Total current assets

8,691

2,722

9,534

2,882

Non current assets:


Sundry loans and advances
Consrcio Village Mall (i)
Associao Jundia Shopping (g)
Associao ParkShopping So Caetano (c.2)
Associao Village Mall
Associao Barra Shopping Sul (b)
Associao ParkShopping Barigui (d)
Loans - others

1,362
284
8,105
2,035
66

1,362
840
284
8,105
2,035
66

1,453
168
347
8,132
2,060
108

1,453
938
168
347
8,132
2,060
108

11,852

12,692

12,268

13,206

9,000

9,000

48,800

48,800

Current assets:
Sundry loans and advances
Condomnio dos shopping centers (a)
Associao Barra Shopping Sul (b)
Associao ParkShopping Barigui (d)
Associao ParkShopping So Caetano (c.1)
Associao Parkshopping Campo Grande (f)
Associao Jundia Shopping (g)
Consrcio Parkshopping Campo Grande (c.2)
Consrcio Village Mall (i)
Advances to undertakers (h)
Associao Village Mall
Loans - others
Sub Total
Provision for losses (a)

Total sundry loans and advances non-current

Investments
Advances for future capital increase
Parque Shopping Macei S.A.

121

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Individual
06/30/2014

06/30/2013

34,481

25,848

25
58
62
22
25
133
29
17

24
59
61
21
120
6
27
29

21

15

Mall expenses
Multiplan Arrecadadora Ltda (l)

510

512

Services Agreement
Peres - Advogados. Associados S/C (m)

747

824

Finance income (costs). net


Interest on sundry loans and advances

929

853

Statement of operations:
Services revenue
Multiplan Administradora de Shopping Centers Ltda. (e)
Rental revenue
Hot Zone - BH Shopping (j.1)
Hot Zone - Morumbi Shopping (j.2)
Hot Zone - Barra Shopping (j.3)
Hot Zone - ParkShopping Barigui (j.4)
Hot Zone - ParkShopping Braslia (j.5)
Hot Zone - Barra Shopping Sul (j.7)
Hot Zone - So Caetano (j.8)
Tantra Comrcio de Artigos Orientais Ltda. - Morumbi Shopping (k.1)
Tantra Comrcio de Artigos Orientais Ltda. - Barra Shopping (k.2)

Head office expenses


Rental expenses (n)

Statement of operations:
Consolidated
06/30/2014

06/30/2013

25
58
62
22
25
133
148
10
29
17

24
59
61
21
120
6
179
21
27
29

21

15

Services agreement
Peres - Advogados. Associados S/C (m)

747

824

Finance income (costs). net


Interest on sundry loans and advances

987

888

Rental revenue
Hot Zone - BH Shopping (j.1)
Hot Zone - Morumbi Shopping (j.2)
Hot Zone - Barra Shopping (m.3)
Hot Zone - ParkShopping Barigui (j.4)
Hot Zone - ParkShopping Braslia (j.5)
Hot Zone - Barra Shopping Sul (j.6)
Hot Zone - So Caetano (j.7)
HotZone - Campo Grande (j.8)
HotZone - Jundia (j.9)
Tantra Comrcio de Artigos Orientais Ltda. - Morumbi Shopping (k.1)
Tantra Comrcio de Artigos Orientais Ltda. - Barra Shopping (k.2)
Head office expenses
Rental expenses (n)

(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.

122

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

(b)

Refer to the advances made to Barra Shopping Sul Storeowners Association 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.

(c)

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.

(c.1)

ParkShopping So Caetano Association - to be repaid in 36 monthly installments starting July 2012.

(c.2)

Parkshopping Campo Grande Consortium - to be repaid in 24 monthly installments starting November 2012.

(d)

Refer to the advances made to ParkShopping Barigui Storeowners Association 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 revenue 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$550 loan granted to ParkShopping Campo Grande Association, which bears interest equivalent to the
CDI plus 1.0% per year, to be repaid in 12 monthly installments starting January 2013.

(g)

Refers to the R$1,300 loan granted to JundiaShopping Association, which bears interest equivalent to the CDI plus
1.0% per year, to be repaid in 84 monthly installments starting January 2013.

(h)

Refer to investments made by the Company in the expansion of the Ribeiro Shopping mall, the costs of which were
totally reimbursed by the other ventures. Such amounts are not monetarily adjusted. These amounts were written-off on
July 01, 2013

(i)

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.

(j)

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 revenue. 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 malls
promotion fund.

(j.1)

BH Shopping - renewed lease agreement, effective from September 2009 to August 2016

(j.2)

Morumbi Shopping - renewed lease agreement, effective from June 2010 to June 2017

(j.3)

Barra Shopping - lease agreement effective from June 2012 to June 2022

(j.4)

Parkshopping Barigui - renewed lease agreement, effective from November 2010 to November 2017

(j.5)

Parkshopping Braslia - renewed lease agreement, effective from January 2012 to December 2016

(j.6)

Barra Shopping Sul - lease agreement effective from November 2008 to November 2018

(j.7)

Parkshopping So Caetano - lease agreement effective from February 2012 to November 2022.

(j.8)

Parkshopping Campo Grande - lease agreement effective from November 2012 to November 2022.

(j.9)

Jundia Shopping - lease agreement effective from October 2012 to November 2022.

123

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

As of December 31, 2013, the amounts receivable from rental of the Hot Zone stores totaled 136 in the Individual and
R$351 in the Consolidated in comparison with R$127 in the individual and R$203 in the Consolidated as of
December 31, 2012. The rental amounts received from Hot Zone stores totaled R$616, Parent, and R$884,
consolidated, in the year 2013, compared to R$771, Parent, and R$781, consolidated as of December 31, 2012.
(k)

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.

(k.1)

Morumbi Shopping - renewed agreement, effective beginning June 17, 2009 for an indefinite period

(k.2)

Barra Shopping - renewed agreement, effective beginning March 3, 2011 for an indefinite period
The total amount received from rental from Tantra stores during the year 2013 totaled R$129, Individual and
Consolidated.

(l)

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.

(m)

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.

(n)

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

Key management personnel compensation


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 Statute.
The key management personnel compensation accounted for in the statement of operations by
category is as follow:
06/30/2014
Annual fixed compensation
Salaries and pro-labore
Benefits (direct and indirect)
Variable compensation
Bonus
Share option plan

06/30/2013

3,948
146

3,481
165

5,274
2,675

5,134
1,973

12,043

10,753

On June 30, 2014, the key management personnel consisted of: 6 members of the Board of
Directors and 5 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.

124

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Recoverable taxes and contributions


June 30, 2014
Individual

PIS and COFINS recoverable


IR and CSLL recoverable
Recoverable IOF
Recoverable ISS
INSS recoverable
Other

December 31, 2013

Consolidated

Individual

Consolidated

1,274
-

789
45
1,274
10
2
-

1,274
-

169
721
1,274
82
157
31

1,274

2,120

1,274

2,434

Land and properties held for sale


June 30, 2014
Individual

Land
Completed properties
Properties under construction

Current
Non-Current

Consolidated

December 31, 2013


Individual

Consolidated

46,661
3,168
76

345,941
32,307
149,885

42,861
2,671
1,584

362,931
2,671
143,016

49,905

528,132

47,116

508,618

3,168
46,737

166,529
361,603

4,213
42,903

159,994
348,624

49,905

528,132

47,116

508,618

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 Inventories and recognized in income
under caption Cost of Properties Sold in accordance with each projects sales percentage.

125

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Income tax and social contribution


Breakdown of deferred income tax and social contribution:
June 30, 2014

December 31, 2013

Individual

Consolidated

Individual

Consolidated

20,204
9,558
4,885
8,417
5,835
5,311
-

20,220
10,835
4,885
8,417
5,835
46,135
2,407

23,001
11,014
5,243
13,642
6,313
-

23,019
11,014
5,243
13,642
6,313
23,594
2,661

54,210

98,734
59,213

85,486

10,983
4,879

21,637
8,722

14,803
5,329

20,760
7,483

15,862

30,359
20,132

28,243

Assets:
Provision for legal and administrative proceedings
Allowance for doubtful accounts
Provision for losses on advances of charges
Accrued annual bonus (g)
Deferred (e)
Fiscal loss and negative basis of social contribution
Other

Credit basis of deferred assets


Deferred income tax assets
Deferred social contribution assets
Subtotal
Liabilities:
Unamortized goodwill on future earnings (c)
Straight-line revenue (d)

(311,426)
(35,575)

(311,426)
(43,778)

(304,159)
(22,270)

(304,159)
(28,370)

(473)
(92,839)
(27,925)
-

(81,660)
(101,633)
(27,925)
-

(2,468)
(74,947)
(21,377)
621

(46,085)
(76,060)
(21,377)
621

Deferred tax liabilities base

(468,238)

(566,422)

(424,610)

(475,440)

Deferred income tax liabilities

(117,059)

(122,857)

(106,153)

(107,792)

(42,141)

(44,521)

(38,214)

(146,754)

Subtotal

(159,200)

(167,378)

(144,367)

(146,754)

Deferred income tax and social contribution. net

(143,338)

(137,019)

(124,235)

(118,511)

Income on real estate projects (a)


Depreciation (f)
Capitalized interest
Other

Deferred social contribution 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 revenues (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 will terminate on November 2014.

(c)

The Company recognized income and social contribution tax on the straight-lining of revenues during the contract
term, regardless of the receipt term.

(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 Regulatory Opinion 1 dated July 29, 2011.

126

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 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 revenue
nature.

(g)

For the calculation of deferred income tax was considered only the share in the profits of the employees.

Deferred income tax and social contribution will be realized based on Managements
expectation, as follows:
June 30, 2014
Individual
2014
2015
2016
2017 to 2018
2019 to 2021

December 31, 2013

Consolidated

Individual

Consolidated

3,998
4,075
1,215
5,350
1,224

8,782
8,860
5,842
5,649
1,226

9,693
1,310
1,310
6,597
1,222

12,408
4,025
3,984
6,603
1,223

15,862

30,359

20,132

28,243

Reconciliation of income tax and social contribution expense


Reconciliation of income tax and social contribution tax expense calculated by applying the
combined statutory tax rates and the income tax and social contribution expense recorded in
profit or loss is as follows:
Individual
April 01, 2014 to
June 30, 2014

April 01, 2013 to


June 30, 2013

Social
Contribution

Income tax

Social
Contribution

105,093

105,093

87,068

87,068

25%

9%

25%

9%

Nominal rate
Permanent additions and exclusions
Equity Method Result
Gifts and awards
Contributions, donations and sponsoring
Goodwill amortization on asset appreciation

(26,273)

(9,458)

(21,767)

(7,836)

4,438
(4)
(300)
(6)

1,598
(1)
(108)
(2)

1,823
(12)
(79)
(5)

656
(4)
(2)

Compensation expenses (stock option plan)


Management compensation and 13th salary
Anticipation of interest on capital
Nondeductible tax assessment notices
Others

(885)
(2,312)
17,500
(1,925)

(319)
(832)
6,300
464

(610)
(2,567)
11,250
210
(1,071)

(220)
(924)
4,050
564

Total additions and exclusions

16,506

7,100

8,939

4,120

Total

(9,767)

(2,358)

(12,828)

(3,716)

Current income tax and social contribution in profit or loss


Deferred income and social contribution taxes no profit or loss

(647)
(9,120)

(2,358)

(6,321)
(6,507)

(1,373)
(2,343)

Total income tax and social contribution in profit or loss

(9,767)

(2,358)

(12,828)

(3,716)

Description

Income tax

Profit before income tax and social contribution


Tax Rate

127

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Individual
January 01, 2013 to June 30,
2013

January 01, 2014 to June 30, 2014


Social
Contribution

Income tax

Social
Contribution

216,719

216,719

183,137

183,137

25%

9%

25%

9%

(54,180)

(19,505)

(45,784)

(16,482)

Permanent additions and exclusions


Equity Method Result
Gifts and awards
Contributions, donations and sponsoring
Goodwill amortization on asset appreciation
Compensation expenses (stock option plan)
Management compensation and 13th salary
Anticipation of interest on capital
Nondeductible tax assessment notices
Others

10,935
(13)
(427)
(11)
17,500
(1,656)
(2,312)
(1,173)

3,937
(5)
(4)
6,300
(596)
(273)

3,973
(17)
(138)
(10)
11,250
(1,191)
(2,567)
373
2,052

1,430
(6)
(4)
4,050
(429)
(924)
1,686

Total additions and exclusions

22,843

9,359

13,725

5,803

Total

(31,337)

(10,146)

(32,059)

(10,679)

Current income tax and social contribution in profit or loss


Deferred income and social contribution taxes no profit or loss

(16,788)
(14,549)

(5,592)
(4,554)

(23,000)
(9,059)

(7,417)
(3,262)

Total income tax and social contribution in profit or loss

(31,337)

(10,146)

(32,059)

(10,679)

Description

Income tax

Profit before income tax and social contribution


Tax Rate
Nominal rate

Consolidated

April 01, 2014 to June 30, 2014

Description

Social
Contribution

Income
tax

Social
Contribution

108,619

108,619

91,895

91,895

25%

9%

25%

9%

(27,155)

(9,776)

(22,974)

(8,271)

648
(4)
(300)
17,500
(6)
(885)
(2,312)
3,510
(1,059)
(1,128)

233
(1)
6,300
(2)
(319)
1,263
(347)
(1,380)

(92)
(12)
(79)
11,250
(5)
(610)
210
(2,567)
3,476
(2,393)
(2,049)

(33)
(4)
4,050
(2)
(220)
(924)
1,251
(889)
(656)

15,964

5,747

7,129

2,573

(11,191)

(4,029)

(15,845)

(5,698)

(2,790)
(8,401)

(1,004)
(3,025)

(8,715)
(7,130)

(3,066)
(2,632)

(11,191)

(4,029)

(15,845)

(5,698)

Income tax

Profit before income tax and social contribution


Tax Rate
Nominal rate
Permanent additions and exclusions
Equity Method Result
Gifts and awards
Contribution, donations and sponsoring
Anticipation of interest on capital
Goodwill amortization on asset appreciation
Compensation expenses (stock option plan)
Tax benefits
Management compensation and 13th salary
Difference in tax base of companies taxed based on deemed income
Income tax and social contribution on companies taxed based on deemed income
Others
Total additions and exclusions
Total
Current income tax and social contribution in profit or loss
Deferred income and social contribution taxes no profit or loss
Total income tax and social contribution in profit or loss

128

April 01, 2013 to June 30,


2013 (Restated)

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Consolidated

January 01, 2014 to June 30, 2014

Description

Income tax

Profit before income tax and social contribution

226,001

Tax Rate

25%

Nominal rate

Social
Contribution

226,001
9%

January 01, 2013 to June 30,


2013 (Restated)

Income tax

Social
Contribution

192,640
25%

192,640
9%

(56,500)

(20,340)

(48,160)

(17,338)

3,599
(13)
(427)
17,500
(5)
(1,656)

1,296
(5)
6,300
(2)
(596)

(2,312)

(384)
(17)
(138)
11,250
(10)
(1,191)
373
(2,567)

(138)
(6)
4,050
(4)
(429)
(924)

8,901

3,204

6,633

2,388

(4,683)
(1,406)

(1,686)
(1,491)

(4,842)
943

(1,790)
442

19,498

7,020

10,050

3,589

Total

(37,002)

(13,320)

(38,110)

(13,749)

Current income tax and social contribution in profit or loss


Deferred income and social contribution taxes no profit or loss

(23,393)
(13,609)

(8,422)
(4,898)

(28,433)
(9,677)

(10,236)
(3,513)

Total income tax and social contribution in profit or loss

(37,002)

(13,320)

(38,110)

(13,749)

Permanent additions and exclusions


Equity Method Result
Gifts and awards
Contributions, donations and sponsoring
Anticipation of interest on capital
Goodwill amortization on asset appreciation
Compensation expenses (stock option plan)
Tax benefits
Management compensation and 13th salary
Difference in tax base of companies taxed based on deemed
income
Income tax and social contribution on companies taxed based
on deemed income
Others
Total additions and exclusions

Management performed a review of the provisions contained in Provisional Measure 12.973 of


May 14, 2014 and Normative Ruling 1397 dated September 16, 2013, as amended by
Normative Ruling 1422 dated December 19, 2013 (IN 1397).
According to the analysis of management and its consultants, company does not expect relevant
impacts of MP 12.973 in the financial statements for the period ended June 30, 2014 were
identified.

129

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Investments
S i g n i fi c a n t i n f o r m a ti o n o n in v e s t e e s :
June 30, 2014

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

(*)
(**)

Number of
Quotas/shares

% of
Interest

40,000
632,500
182,477
154,940,898
20,000
1,000,000
42,885,388
174,505,268
45,383,074
1,000
5,110,438
25,788,611
16,675,804
8,274,973
124,916,444
101,458,074
75,429,717
269,840,474
291,156,637
233,720,614
45,842,140
1,000
20,062,322
9,514,971
1,979
1,979
1,878
1,000
1,000
3,648
3,604

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

Share
capital
400
6,325
1,825
154,940
20
10
51,582
65,636
174,505
45,383
43
5,110
25,789
16,676
8,275
124,916
101,458
75,430
269,840
291,157
233,721
45,842
1
20,062
9,515
2
2
2
1
1
4
4

50.00% direct and 50.00% indirect through subsidiary Morumbi Business Center Empreendimento Imobilirio Ltda.
These companies went into operation in 2012.

130

December 31, 2013

Net income(loss)
For the period

Equity
Net

Net income (loss)


For the period

Equity
Net

(13)
(525)
(11)
12,192
4,086
2,119
11,649
401
5,565
(104)
2
2
7,542
8,375
(223)
5,810
(5,606)
(4,001)
(1,874)
758
2,584
(1,124)
323
13
(1,231)
(1)
(1)
(1)
(2)
(2)
(3)
(3)

220
4,866
28
178,743
22,052
381
15,527
64,166
187,955
43,466
22
206
41,629
35,040
7,291
127,029
87,122
61,901
263,549
294,412
240,048
41,874
1,031
20,073
7,600
1
1
1
1
1

(26)
(4,549)
(21)
13,068
5,545
3,304
(541)
1,189
(4,548)
(77)
(16)
3
12,191
11,367
(332)
6,692
(7,632)
(8,103)
(3,330)
2,482
3,982
(2,707)
707
(2)
(684)
(1)
(1)
(1)
-

233
4,852
(3)
191,552
17,966
392
3,879
70,765
190,390
43,250
20
205
23,678
17,135
7,164
121,219
51,405
53,231
255,701
285,635
234,088
42,859
708
2
2,863
1
1
1
1
1

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

9.1

Changes in investments of the Individual:

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.(a)
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.
Others
Subtotal - Investments

12/31/2013

Additions

Transfers of Advances
for future capital
increase (Afac)

Dividends

Equity
In subsidiaries

229
4,853
3,995
17,787
95,776
35,383
46,395
392
47,037
20
205
7,781
121,218
19,157
26,176
51,405
255,701
53,233
285,636
234,089
42,859
708
1
2,861
1
1
1
1
1
94

1
1
-

28
395
35,800
320
350
9,531
10,410
41,324
9,721
12,670
8,019
3,376
139
50
5,967
2
2
3
3
-

(12,500)
(2,057)
-

(13)
(1)
(382)
11,415
4,045
6,096
200
2,782
2,048
2,221
2
1
163
5,811
9,978
9,557
(5,607)
(1,872)
(4,002)
758
2,584
(1,125)
323
11
(1,231)
(1)
(1)
(2)
(2)
(3)
(3)
-

1,352,996

138,110

(14,557)

43,750

131

Capital
Reduction

Write- offs

06/30/2014

(3,500)
17,400
5
-

216
27
4,866
15,411
21,832
89,372
32,083
84,977
383
49,578
22
206
8,294
127,029
38,666
46,143
87,122
263,550
61,901
294,413
240,049
41,873
1,031
17,462
7,592
1
1
1
1
1
94

13,895

1,534,197

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Investees
Advances 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.
Multiplan Greenfield XII Ltda.
Multiplan Greenfield XIII Ltda.
Multiplan Greenfield XIV Ltda.
Multiplan Greenfield XV Ltda.
Parkshopping Corporate Ltda.

12/31/2013

Additions

Transfers of
Advances
for future capital
increase (Afac)

40
395

(40)
(395)

320
(350)
9,531
10,410
41,324
9,721
12,670
8,019
3,376
50
(5,967)
2
22
3
3
139

48,800

102,322

1,401,796

CAA Corretagem Imobiliria Ltda.


Subtotal (other current liablities)

Subtotal - Advances for future capital increase


Subtotal investments and advances for future capital increase

Total net investments

48,800
-

(35,800)
(320)
(350)
(9,531)
(10,410)
(41,324)
(9,721)
(12,670)
(8,019)
(3,376)
(50)
(5,967)
(2)
(2)
(2)
(3)
(3)
(139)

Dividends

Equity
In subsidiaries

Writeoffs

Capital
Reduction

06/30/2014

(4,00
0)
-

9,000
-

(138,122)

(4,000)

9,000

102,324

(12)

(14,557)

43,750

(4,000)

13,895

1,543,196

(3)

12

(9)

(3)

12

(9)

1,401,793

102,324

(14,557)

43,741

(4,000)

13,895

1,543,196

132

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

( a ) O n J u n e 9, 2 0 1 4 , M u lti p la n H o l d i n g S A s o l d its p a r ti ci p a ti o n i n P a r k s h o p p i n g S o c i et y G l o b a l S A , tr a n s f e r ri n g o n l y s h a r e it h e l d i n t h e n o m i n a l
v al u e o f R $ 1. 0 0 t o M u lti p la n E m p r e e n di m e n t o s S A O n t h e s a m e d at e, c a pit al i n cr e as e w a s a p p r o v e d a n d M u lti pla n i n cr e a s e d t h e s h ar e c a p it al of t h e
s u b si diar y P ar ks h o p pi n g G l o b al S A fr o m R $ 5 4 t o R $ 2 0,0 6 2, a n in cr e as e of R $ 2 0, 0 0 8 in n e w s h ar es. M u ltipla n s u b s cri b e d 1 7, 4 0 0, 0 0 0 s h ar es wit h a
n o m i n al valu e of R $ 1 7,4 0 0 in th e sa m e a ct a n d th e n e w p artn er B N I E nt er prises a n d H ol di n gs S A j oi n e d th e c o m p a n y a n d s u b s cr i b e d to 2,6 0 8, 1 0 2
s h ar es wit h a n o m i n al valu e of R $ 2, 6 0 8 .. A fter th e c a pital in cr e as e M u ltipla n n o w h ol d s 8 7 % of th e s h ar e c a pital of G l o b al S A P a r ks h o p pi n g a n d th e
n e w p art n er B N I 1 3 % .

133

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

9.2

Changes in consolidated investments


Investees

9.3.

Capital
Reduction

AFAC
Capitalization

Write- offs

Equity
In subsidiaries

06/30/2014

SCP - Royal Green Pennsula *


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

3,995

11,415

15,410

35,383
46,395
153

(3,500)
-

35,800
-

200
2,782
-

32,083
84,977
153

Subtotal - Investments

85,296

(3,500)

35,800

14,397

132,623

Parque Shopping Macei S.A

48,800

(35,800)

(4,000)

9,000

Subtotal - Advance for future


capital increase

48,800

(35,800)

(4,000)

9,000

134,726

(3,500)

(4,000)

14,397

141,623

Total net investments

(*)

12/31/2013

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.

Subsidiaries information
The main information on the Companys subsidiaries financial statements is as follows:
June 30, 2014
Current
assets

Non-current
assets

Current
liabilities

Non-current
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.

219
143
28
17,652
42,774
1,174
278
9
207
46,624
40,314
136
12,543
165,787
8,136
5,980
11,191
10,307
131,591
2,216
886
1
1
1
1
1

7,232
166,121
39
399
43,166
13
10
7,171
142,041
109,357
245,385
257,691
405,144
340,975
43,233
6,036
17,864
23,233
-

2,002
4,423
20,745
837
(22)
3,772
4,069
16
11,563
17,876
18,046
122
31,921
29,944
1,250
136,596
6
6,555
-

507
607
16
355
1,232
1,205
15,992
170,145
173,574
90,003
81,291
108
9,963
-

189
13,828
101,227
4,071
23,921
26,308
177
4,827
9,955
11
20,424
17,497
69
466
-

Balances on June 30, 2014

497,215

1,815,111

288,738

545,000

222,970

134

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

December 31, 2013


Current
assets

Non-current
assets

Current
assets

Non-current
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.
Multiplan Greenfield VI Empr.Imob.Ltda.
Multiplan Greenfield VII Empr.Imob.Ltda.
Multishopping Shopping Center Ltda
Multiplan Greenfield X Empr.Imob.Ltda.
Multiplan Greenfield XI Empr.Imob.Ltda.
Multiplan Greenfield XIV Empr.Imob.Ltda.
Multiplan Greenfield XV Empr.Imob.Ltda.

237
154
3
27,714
46,546
887
86
11
206
28,538
20,808
9
6,617
153,751
12,745
4,536
14,140
11,406
97
176,988
2
670
1
1
1
1
1

1
7,360
171,490
36
396
43,143
9
11
7,171
146,554
94,408
244,014
251,206
406,145
346,710
43,772
1,063
2,252
-

5
2,008
6
7,400
28,598
530
(21)
1
4,193
3,090
16
11,269
21,894
23,777
41
49,954
31,273
1,010
177,343
59
-

654
253
18
361
678
583
20,683
174,860
179,751
84,694
92,755
-

350
28,787
178,624
7,722
49,445
40,337
81
285
1,001
180
43,942
34,918
1,061
-

Balances on December 31, 2013

506,156

1,765,741

362,446

555,290

386,733

(a)

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

(b)

Dormant company since 2003.

(c)

Companies that own projects 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 e Participaes S.A.
and Parque Shopping Macei S.A., in whose shareholders agreements the parties agree to share
control over the activities, have not been consolidated on a proportionate basis.
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.
The main quarterly information relating to the Companys jointly-controlled subsidiaries are
shown below:

135

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Manati Empreendimentos
Participaes S.A.

Parque Shopping Macei S.A

June 30, 2014

December 31, 2013

June 30,2014

December 31, 2013

Cash and cash equivalents

2.142

7.742

13.224

32.144

Trade receivables

3.224

3.332

4.956

7.548

980

1.234

156

75

2.231

6.346

12.308

20.567

39.768

3.614

1.240

1.240

77

108

1.419

1.626

4.271

331

3.762

55.563

56.223

261.994

256.124

1.968

1.995

991

1.042

60.267

61.192

271.018

261.111

66.613

73.500

291.585

300.879

153

92

1.588

6.120

Assets
Current

Recoverable Taxes and Contributions


Others

Non-current:
Securities
Escrow Deposits
Trade receivables
Deferred income and social contribution taxes
Others
Investment property
Intangible

Total Assets

Liabilities and Equity


Current
Trade payables
Loans and financing

5.337

4.596

Taxes and contributions payable

917

1.426

607

479

Deferred revenues and costs

169

544

20

93

117

1.239

2.082

7.625

11.312

82.157

85.531

2.059

456

1.240

1.240

(32)

(588)

11.789

13.190

1.208

652

96.005

99.177

Others

Non-Current
Loans and financing
Deferred income and social contribution taxes
Provision for risks
Deferred revenues and costs

136

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Manati Empreendimentos
Participaes S.A.

Equity:
Share capital
Advances for future capital increase
Accumulated deficit

Parque Shopping Macei S.A

June 30, 2014

December 31, 2013

June 30,2014

December 31, 2013

65.636

72.636

174.505

102.905

18.000

97.600

(1.871)

(1.870)

(10.115)

(10.115)

401

5.565

64.166

70.766

187.955

190.390

66.613

73.500

291.585

300.879

Income for the period

Total liabilities and Equity

June 30, 2014

June 30, 2014


June 30, 2013

June 30, 2013

Statement of Operations
Net income

Cost of services provided

Gross profit

3.603

3.882

11.813

(3.082)

(3.216)

(5.666)

521

666

6.147

(61)

(58)

(126)

(260)

(41)

Administrative expenses - projects

(2.512)

Depreciations and Amortizations

44

Income before financial income

(4)

Financial result

336

348

6.150

(2.516)

Profit before income taxes and social contribution

271

306

(2.921)

438

Administrative Expenses - Headquarter


Administrative expenses Shoppings

Income and social contribution taxes


Current
Deferred

Net income (loss) for the year

(202)

(206)

(72)

2.336

401

380

5.565

(2.078)

The accounting information referring to the jointly-owned subsidiaries was based on the trial
balances presented by these companies on the closing of the period.

137

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

On June 30, 2014, the Company has no commitments assumed with its joint ventures.
Additionally, these joint controlled investees 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.

10

Investment properties
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 shopping centers in Brazil (Adjusted 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 14.64% as of December 31, 2013, resulting from a
basic discount rate of 14.20% 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 43 basis points in the valuation of each shopping mall,
corporate tower and project.
The discount rates of December 2013 were maintained for the valuation of June 2014.
June
2014

December
2013

Risk free rate


Market risk premium
Adjusted beta
Country risk
Additional spread

3.53%
6.02%
0.77
205 p.b.
43 p.b.

3.53%
6.02%
0.77
205 p.b.
43 p.b.

Cost of capital - US$

10.66%

10.66%

June
2014

December
2013

5.98%
2.30%

5.98%
2.30%

14.64%

14.64%

Cost of capital

Inflation assumptions

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, revenue 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), Revenue 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
office buildings.

138

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

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:
Individual
June
2014

December
2013

Shopping centers and office towers in operation(*)


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

12,496,223
397,198

11,749,031
122,709
346,609

Total

12,893,421

12,218,349

Valuation of investment property

Consolidated

(*)

June
2014

December
2013

Valuation of investment property


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

14,940,865
551,327

14,088,956
122,709
430,410

Total

15,492,192

14,642,075

In the second quarter of 2014, the expansion of BarraShopping VII project was opened and its assets were transferred
from projects in progress (advertised) for projects in operation.

The interests of 37.5% in the Santa rsula Shopping and 50% in the Parque Shopping Macei
project through the joint controlled investees were not considered in the consolidated valuation.

139

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

C h a n g es in in v est m e nt pr o p ert y are as follo w s:

Individual
Depreciation
weighted
Average rate (%)

Cost
Land
Buildings and improvements
(-) Accumulated Depreciation

2.63

Net Amount
Facilities
(-) Accumulated Depreciation

10.73

Net Amount
Machinery. equipment. furniture
and fixtures
(-) Accumulated Depreciation

10

Net Amount
Others
(-) Accumulated Depreciation
Net Amount
Works in progress
Repurchase of point

10- 20

December 31,
2013

Additions

Write- offs

Capitalized
interest

Appropriation

Depreciation

Transfers

517,829
2,641,344
(326,566)

419
33,613
-

(3,668)
(572)
49

1,415
-

(32,502)

121,457
-

515,995
2,795,842
(359,019)

2,314,778

33,613

(523)

(32,502)

121,457

2,436,823

373,596
(99,451)

7,078
-

(124)
-

(16,564)

20,672
-

401,222
(116,015)

274,145

7,078

(124)

(16,564)

20,672

285,207

34,338
(9,034)

789
-

(3)
-

(1,674)

4,468
-

39,592
(10,708)

25,304

789

(3)

(1,674)

4,468

28,884

4,848
(2,283)

5
-

(296)

4,853
(2,579)

2,565

(296)

2,274

115,553
62,091

50,805
3,733

4,849
-

(3,853)

(146,597)
-

24,610
61,971

3,312,265

96,442

(4,318)

6,264

(3,853)

(51,036)

3,355,764

140

June 30,
2014

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Consolidated
Depreciation
weighted
Average rate (%)
Cost
Land
Buildings and improvements
(-) Accumulated Depreciation

2.47

Net Amount
Facilities
(-) Accumulated Depreciation

10.91

Net Amount
Machinery. equipment. furniture
and fixtures
(-) Accumulated Depreciation

10

Net Amount
Others
(-) Accumulated Depreciation
Net Amount
Works in progress
Repurchase of point

10-20

December
31, 2013

Additions

Write- offs

Capitalized
interest

Appropriation

Depreciation

Transfer
s

June
30, 2014

810,112
3,507,143
(347,722)

35,115
39,262
2

(6,492)
(572)
52

3,907
-

(41,327)

121,457
-

842,642
3,667,290
(388,995)

3,159,421

39,264

(520)

(41,327)

121,457

3,278,295

599,154
(125,433)

9,961
2

(124)
-

(27,878)

20,672
-

629,663
(153,309)

473,721

9,963

(124)

(27,878)

20,672

476,354

45,987
(10,695)

989
-

(3)
-

(2,290)

4,468
-

51,441
(12,985)

35,292

989

(3)

(2,290)

4,468

38,456

6,746
(3,595)

29
-

(377)

6,775
(3,972)

3,151

29

(377)

2,803

115,782
64,085

54,962
3,735

4,849
-

(3,912)

(146,597)
-

28,996
63,908

4,661,564

144,057

(7,139)

8,756

(3,912)

(71,872)

4,731,454

141

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

11

Property, plant and equipment


Individual
Annual
rates of
depreciation
(%)
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
Others
(-) Accumulated Depreciation
Net Amount

Additions

Depreciation

June 30,
2014

1,209
4,808
(966)

31
-

(96)

1,209
4,839
(1,062)

3,842

31

(96)

3,777

3,560
(1,042)

16
-

(176)

3,576
(1,218)

2,518

16

(176)

2,358

5,978
(3,494)

270
-

(292)

6,248
(3,786)

2,484

270

(292)

2,462

833
(602)

18,631
-

(1,585)

19,464
(2,187)

231

18,631

(1,585)

17,277

1,388
(508)

(31)

1,388
(539)

880

(31)

849

11,164

18,948

(2,180)

27,932

10

Net Amount
Vehicles
(-) Accumulated Depreciation

December
31, 2013

10% to 20%

142

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Consolidated
Annual rates
of depreciation
(%)
Cost
Land
Buildings and improvements
(-) Accumulated Depreciation

December 31,
2013

Additions

Write- offs

Depreciation

June 30,
2014

3,328
11,182
(3,361)

31
-

(220)

3,328
11,213
(3,581)

7,821

31

(220)

7,632

4,817
(2,235)

16
-

(180)

4,833
(2,415)

2,582

16

(180)

2,418

7,665
(5,199)

269
-

(296)

7,934
(5,495)

2,466

269

(296)

2,439

833
(602)

18,631
-

(1,584)

19,464
(2,186)

231

18,631

(1,584)

17,278

1,992
(1,049)

(33)

1,992
(1,082)

943

(33)

910

17,371

18,947

(2,313)

34,005

Net Amount
Facilities
(-) Accumulated Depreciation

10

Net Amount
Machinery. equipment. furniture
and fixtures
(-) Accumulated Depreciation

10

Net Amount
Vehicles
(-) Accumulated Depreciation
Net Amount
Others
(-) Accumulated Depreciation

10% to 20%

Net Amount

143

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

12

Intangible assets
Intangible assets comprise system licenses and goodwill recorded by the Company on the
acquisition of new interests during 2007 and 2008; a portion of these interests was subsequently
merged. The goodwill presented below has an indefinite useful life.
Individual
Annual charges
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
License of software use (c)
Accumulated amortization

20

December
31, 2013

Additions

Amortization

June 30,
2014

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

58,147
(19,323)

6,266
-

(3,235)

64,413
(22,558)

38,824

6,266

(3,235)

41,855

342,254

6,266

(3,235)

345,285

Consolidated
Annual charges 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
License of software use (c)
Accumulated amortization

20

144

December
31, 2013

Additions

Amortization

June
30, 2014

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

58,712
(19,422)

6,307
-

(3,266)

65,019
(22,688)

39,290

6,307

(3,266 )

42,331

342,720

6,307

(3,266)

345,761

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

(a)

The goodwill recorded as a result of merger of subsidiaries arising from the following transactions: These investments (i)
on February 24, 2006, the Company acquired the entire share capital of Bozano Simonsen Centro Comerciais SA and
Realejo Participaes SA , acquired by the values of R $ 447,756 and R $ 114,086, respectively, having been established
goodwill in the amount of R $ 307,067 and R $ 86,611, respectively in relation to the book value of these companies,
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. (ii) On June 22, 2006, the Company acquired 100% of the shares of Multishopping Empreendimento
Imobilirio S.A. held by GSEMREF Emerging Market Real Estate Fund L.P. for R$247,514 as well as the shares held
by shareholders Joaquim Olmpio Sodr and Manoel Joaquim Rodrigues Mendes for R$16,587, and goodwill was
recorded in the amounts of R$158,931 and R$10,478, respectively, in relation to the carrying amount of Multishopping
as at that date. In addition, on July 8, 2006, the Company acquired the shares of Multishopping Empreendimento
Imobilirio S.A. held by shareholders Ana Paula Peres and Daniela Peres for R$900, resulting in a goodwill of R$448.
Such goodwill was based on the expected future earnings from these investments and were amortized until December
31st, 2008.

(b)

As a result of acquisitions made in 2007, the Company recorded goodwill based on expected future earnings in the total
amount of R$65,874, which were amortized through December 31, 2008, based on the term, extent and proportion of
results projected in the report prepared by independent appraisers, which does not exceed ten years.

(c)

In order to strengthen its internal control system while sustaining a solid growth strategy, the Company started
implementing SAP R/3 System. To enable implementation, the Company entered into a service agreement in the amount
of R$3,300 with IBM Brasil - Indstria, Mquinas e Servios Ltda, on June 30, 2008. Additionally, the Company entered
into two software license and maintenance agreements with SAP Brasil Ltda., both dated June 24, 2008, whereby SAP
granted the Company a non-exclusive software license for an indefinite term. The license purchase price was R$1,795.
This changes on the scope of these contracts increased this value by R$ 13,905, including deployment in malls.
The main increase in this account due to the consulting services agreement dated November 25, 2011 and amendment
for consulting services hired to implement the SAP functionalities. Until June 30, 2014, the amount of R$ 33,454 had
already been paid and accounted for as intangible asset.
And in early 2014 was hired by IBM the first phase of the project management endeavors of R $ 1,407.

The goodwill based on future earnings 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.
The impairment test for goodwill validation was done considering the projected cash flow of the
malls that have goodwill upon its formation. The assumptions used in the preparation of this
cash flow are described in note 10. In case of changes in the key assumptions used in
determining the recoverable amount of the cash generating unit goodwill with indefinite useful
lives allocated to cash-generating units added to the carrying amounts of investment properties
(cash generating units) would be substantially smaller than the value fair value of investment
properties, ie, there is no evidence of impairment losses on cash-generating units, since the last
assessment made upon presentation of the quarterly information for the period ended June 30,
2014.

145

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

13

Loans and financing


Average
annual
interest rate
June 30, 2014
Index
Current
Santander BSS (a)
Banco Ita Unibanco SAF (b)
Banco Ita Unibanco PSC (c)
Banco Ita Unibanco MTE(m)
Banco IBM (d)
BNDES PKS Expanso (e)
BNDES PKS Expanso (e)
Santander BHS Expanso V (f)
Companhia Real de Distribuio (j)
Banco do Brasil (k)
Banco do Brasil (m)
Banco Ita Unibanco VLG (g)
Banco Bradesco (n)
BNDES JDS sub-crdito A (h)
BNDES JDS sub-crdito B (h)
BNDES JDS sub-crdito C (h)
BNDES CGS sub-crdito A (i)
BNDES CGS sub-crdito B (i)
BNDES CGS sub-crdito C (i)
BNDES CGS sub-crdito D (i)
Banco Santander Multiplan Greenfield
IV (o)
Banco Santander Multiplan Greenfield II
(o)
Custos de captao Santander BHS EXP
Custos de captao Ita Unibanco PSC
Custos de captao Banco Ita Unibanco
Custos de captao Banco do Brasil
Custos de captao BNDES JDS
Custos de captao BNDES CGS
Custos de captao Banco do Brasil
Custos de captao Bradesco MTE
Custos de captao Ita Unibanco VLG
Custos de captaoSantander Multiplan
Greenfield IV
Custos de captaoMultiplan Greenfield
II

Non-Current
Santander BSS (a)
Banco Ita Unibanco SAF (b)
Banco Ita Unibanco PSC (c)
Banco Ita Unibanco MTE (l)
Santander BHS Expanso V (f)
Banco Ita Unibanco VLG (g)
Banco Bradesco (n)
BNDES JDS sub-crdito A (h)
BNDES JDS sub-crdito B (h)

June 30, 2014

December 31, 2013

Individu
al

Consolidate
d

Individu
al

Consolidate
d

22,396
2,446
10,014
4,283
609
765
15
13,151
53
38,364
926
25,614
2,289
-

22,396
2,446
10,014
4,283
609
765
15
13,151
53
38,364
926
25,614
2,289
23,593
1,064
246
15,562
5,444
200
379

21,906
2,407
9,983
3,931
1,864
5,359
102
12,857
53
38,463
843
25,532
1,976
-

21,906
2,407
9,983
3,931
1,864
5,359
102
12,857
53
38,463
843
25,532
1,976
23,598
1,064
246
15,566
5,045
200
379

TR
TR
TR
% do CDI
CDI +
TJLP
TR
% do CDI
% do CDI
TR
CDI +
TJLP
TJLP
TJLP
TJLP
IPCA
TJLP
TJLP

7.87%
10%
9.35%
109.75%
1.48%
3.53%
4.5%
8.70%
110%
110%
9.35%
1.00%
3.38%
1.48%
3.32%
2.32%+7.27%
1.42%

TR

8.70%

17,810

17,447

TR
-

8.70%
-

(122)
(225)
(469)
(986)
(188)
(804)
(1,027)

17,326
(122)
(225)
(469)
(986)
(52)
(40)
(188)
(804)
(1,027)

(129)
(235)
(469)
(986)
(188)
(804)
(1,060)

16,974
(129)
(235)
(469)
(986)
(53)
(40)
(188)
(804)
(1,060)

(464)

(464)

(452)

(452)

117,104

197,720

121,405

200,915

22,396
1,019
101,813
100,000
55,891
266,808
300,000
-

22,396
1,019
101,813
100,000
55,891
266,808
300,000
70,778
3,190

32,859
2,218
106,481
100,000
61,071
278,726
300,000
-

32,859
2,218
106,481
100,000
61,071
278,726
300,000
82,594
3,723

TR
TR
TR
% do CDI
TR
TR
CDI +
TJLP
TJLP

7.87%
10%
9.35%
109.75%
8.70%
9.35%
1.00%
3.38%
1.48%

146

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Average
annual
interest rate
June 30, 2014

June 30, 2014


Individu
al

Index
BNDES JDS sub-crdito C (h)
BNDES CGS sub-crdito A (i)
BNDES CGS sub crdito B (i)
BNDES CGS sub-crdito C (i)
BNDES CGS sub-crdito D (i)
Companhia Real de Distribuio (j)
Banco do Brasil (k)
Banco do Brasil (m)
Banco Santander Multiplan Greenfield
IV (o)
Banco Santander Multiplan Greenfield II
(o)
Custos captao Santander BHS EXP
Custos de captao Ita Unibanco PSC
Custos de captao BNDES JDS
Custos de captao BNDES CGS
Custos captao Ita Unibanco VLG
Custos captao Banco do Brasil
Custos captao Banco do Brasil
Custos captao Banco Bradesco MTE
Custos de captao Ita Unibanco MTE
Custos de captaoSantander Multiplan
Greenfield IV
Custos de captaoMultiplan Greenfield
II

(a)

Consolidate
d

December 31, 2013


Individu
al

Consolidate
d

TJLP
TJLP
IPCA
TJLP
TJLP
% do CDI
% do CDI

3.32%
2.32% + 7.27%
1.42%
110%
110%

536
127,273
50,000

739
51,872
21,778
668
1,264
536
127,273
50,000

562
143,182
50,000

862
59,666
20,177
768
1,454
562
143,182
50,000

TR

8.70%

179,587

184,664

TR
-

8.70%
-

(284)
(1,119)
(6,954)
(3,532)
(597)
(5,185)
(1,211)

174,701
(284)
(1,119)
(135)
(133)
(6,954)
(3,532)
(597)
(5,185)
(1,211)

(343)
(1,229)
(7,459)
(4,024)
(691)
(5,587)
(1,446)

179,640
(343)
(1,229)
(160)
(153)
(7,459)
(4,024)
(691)
(5,587)
(1,446)

(4,683)

(4,914)

(4,554)

(4,781)

1,006,854

1,501,926

1,054,320

1,577,860

1,123,958

1,699,646

1,175,725

1,778,775

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 mall in Porto Alegre in the amount of R$122,000. This financing bears 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 105% of the average CDI for the last
12 months; orr (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 2013/2014 were adjusted from 9.04% to 7.87% p.a. plus TR. All financing amount was released through June 30, 2014. 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/ Equity less than or equal to 1.
Bank debt/ EBTIDA less than or equal to 4x.
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
This agreement includes non-financial covenants for accelerated maturity that includes among others:

(i)

that the company will not assignment or transfer to third parties of rights and obligations or commitment to sell the financed property;

(ii)

that the company will not discontinue its discontinuity of activities or transfer of shareholding control to third parties, either directly or indirectly.

(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 bears 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
December 31, 2013. 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.
This agreement includes non-financial covenants for accelerated maturity that includes among others:

147

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

(i)

that the company will fully invest the credit in the construction of the project;

(ii)

that the company does not meet its obligations or are not performed at the relevant dates.

(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 bears 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 June 30, 2014. 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.
This agreement includes non-financial covenants for accelerated maturity that includes among others:

(i)

that the company will fully invest the credit in the construction of the project;

(ii)

That the company gives another objective other than that set forth in the Note.

(d)

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.
On January 29, 2010, the Company entered into a new credit facility agreement with Banco IBM S.A. in the amount of R$15,000 to purchase IT equipment
and/or software and IT-related products and/or services. This loan bears interest based on the CDI rate plus 1.48% p.a. and will be paid in eight semiannual
installments starting from the release date of each the tranche. The total amount already released was R$7,095. No guarantee was granted.

(e)

On December 21, 2009 the Company entered into Loan Agreement 09.2.1096.1 with the National Bank for Economic and Social Development (BNDES) to
finance the expansion of the ParkShopping Brasilia. Such loan was divided as follows: R$36,624 for tranche A and R$1,755 for tranche B. Long-term
interest rate 2.53% (TJLP), plus 1.00% p.a. will be levied on tranche A, whilst a fixed interest of 4.5% p.a. will be levied on tranche B, which will be
used to purchase machinery and equipment. Both tranches are being repaid since August 2010 in 48 consecutive, monthly installments. All financing amount
was released through June 30, 2014. This instrument was constituted with the pledge of Jos Isaac Peres and Maria Helena Kaminitz Peres.
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.
This agreement includes non-financial covenants for accelerated maturity that includes among others:

(i)

that the company does not meet the provisions applicable to BNDES agreements and are not complied with until the final settlement of the contractual debt;

(ii)

The Company is not allowed to dispose the financed investment property without a waiver from BNDES.

(f)

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 bears 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 December 31, 2013. 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.y. to TR + 8.70% p.y.
Financial Covenants of the contract:
Total Debt/ Equity less than or equal to 1.
Bank debt/ EBTIDA less than or equal to 4x.
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
This agreement includes non-financial covenants for accelerated maturity that includes among others:

(i)

that the company will not assign or transfer to third parties of rights and obligations or commitment to sell the financed property;

(ii)

that the company will not discontinue its discontinuity of activities or transfer of shareholding control to third parties, either directly or indirectly.

(g)

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 bears 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 June 30, 2014, 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.
All other terms of the original contract remain unchanged.

148

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Financial Covenants of the contract:


Net debt/ EBTIDA less than or equal to 3.25x.
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.
This agreement includes non-financial covenants for accelerated maturity that includes among others:
(i)

that the company will fully invest the credit in the construction of the project;

(ii)

That the company gives another objective other than that set forth in the Note.
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;and (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.

(h)

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 will be repaid in 60
consecutive, monthly installments, the first maturing on July 15, 2013. All financing amount was released through June 30, 2014. No guarantee was granted.
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.
This agreement includes non-financial covenants for accelerated maturity that includes among others:

(i)

that the company does not meet the provisions applicable to BNDES agreements and are not complied with until the final settlement of the contractual debt;

(ii)

the Company is not allowed to dispose the financed investment property without a waiver from BNDES.

(i)

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 June 30, 2014. No guarantee was granted.
As mentioned in Note 1.1, the decrease in the parent refers to the transfer of the loan to the investee Parkshopping Campo Grande Ltda.
Financial Covenants of the contract:
Total debt/Total assets less than or equal to 0.50
EBITDA margin greater than or equal to 20%
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
This agreement includes non-financial covenants for accelerated maturity that includes among others:

(i)

that the company does not meet the provisions applicable to BNDES agreements and are not complied with until the final settlement of the contractual debt;

(ii)

the Company is not allowed to dispose the financed investment property without a waiver from BNDES.

(j)

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.

(k)

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

01/13/2014
07/13/2014
01/13/2015
07/13/2015
01/13/2016
07/13/2016

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

149

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012

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

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 3.25x.
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
This agreement includes non-financial covenants for accelerated maturity that includes among others:
(i)

that the company is not subject to a lawsuit or tax proceeding that can jeopardize the performance of obligations hereunder;

(ii)

that the Company does not transfer control without the waiver of the creditor, except for legal succession.

(l)

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
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
This agreement includes non-financial covenants for accelerated maturity that includes among others:
(i)

that the company has not filed suit for legal protection against creditors;

(ii)

that the company does not fail to perform, at the relevant date and manner, any non-pecuniary obligation to the lender by virtue of this note or any other
agreement entered into by borrower and lender and/or any other affiliate /subsidiary and/or controlling shareholder, either directly or indirectly, by lender,
provided that it is not solved within a maximum period of 15 business days, counted from the notice sent by lender to borrower in this regard.

(m)

On October 31, 2012, the Company contracted a bank credits note (CCB), with Banco do Brasil S/A, in total amount of R$50,000 in order to consolidate its
cash position. No guarantee was granted. Interest will be paid quarterly and principal in 1 installment to be paid on October 30, 2017.
Initial date

Final Date

Amount

Interest Rate

10/31/2012

10/30/2017

R$50.000

110.00% 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.
This agreement includes non-financial covenants for accelerated maturity that includes among others:
(i)

that the company is not subject to a lawsuit or tax proceeding that can jeopardize the performance of obligations hereunder;

(ii)

that the Company does not transfer control without the waiver of the creditor, except for legal succession.

(n)

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% p.y.


CDI + 1.0% p.y.
CDI + 1.0% p.y.

This agreement includes non-financial covenants for accelerated maturity that includes among others:
(i)

that the company does not transfer control without the waiver of the creditor, except for legal succession;

(ii)

that the company does not fail to perform, at the relevant date and manner, any non-pecuniary obligation to the lender by virtue of this note, provided that it
is not solved within a period of thirty business days counted from the notice sent by lender to borrower in this regard.
There are no financial covenants herein.

150

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

(o)

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 is repaid in 141 monthly installments
beginning November 15, 2013. As of June 30, 2014, 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 Individual Multiplan Empreendimentos Imobilirios was the guarantor of the subsidiaries.
Financial Covenants of the contract:
There are no financial covenants herein
This agreement includes non-financial covenants for accelerated maturity that includes among others:

(i)

that the Company does not comply with any non-monetary obligation with the Bank since not remedied within 30 days of notification of the violation;

(ii)

that the Company does not sign false information or declarations in the agreement.
As at June 30, 2014, 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.
Noncurrent borrowings and financing mature as follows:
June 30, 2014
Individual
Loans and financing
2015
2016
2017
2018 onwards
Subtotal - Loans and financing
Funding costs
2015
2016
2017
2018 onwards
Subtotal Funding costs
Total - Loans and financing

14

December 31, 2013

Consolidated

Individual

52,542
191,821
230,623
550,749

96,077
273,445
312,247
848,544

104,340
191,169
230,216
549,374

184,860
271,689
310,736
841,363

1,025,735

1,530,313

1,075,099

1,608,648

(1,873)
(4,719)
(3,762)
(8,527)

(2,375)
(5,722)
(4,761)
(15,529)

(3,771)
(4,719)
(3,762)
(8,527)

(4,777)
(5,722)
(4,761)
(15,528)

(18,881)

(28,387)

(20,779)

(30,788)

1,006,854

1,501,926

1,054,320

1,577,860

Trade payables
June 30, 2014

Suppliers
Contractual withholdings
Indemnifications payable
Labor Obligations

15

Consolidated

December 31, 2013

Individual

Consolidated

Individual

Consolidated

14,680
12,595
2,214
18,828

30,543
17,326
2,223
19,269

30,661
18,211
3,233
27,482

53,700
32,985
3,242
27,603

48,317

69,361

79,587

117,530

Debentures
2nd issue of debentures for primary public distribution
On September 5, 2011, the Company completed the 2nd issue of debentures for primary public
distribution, in the amount of R$300,000. 30,000 simple, nonconvertible, 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

151

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

equal installments at the end of the fourth and fifth year with bear semi-annual interest. The
final issuance price was set on September 30, 2011 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 1.01% p.a. The total debentures transaction cost
was R$ 1,851.
As of June 30, 2014, the following interest installments had been paid: (i) R$ 15,360 on March
05, 2014, (ii) 13,083 as at September 5, 2013; (iii) R$ 11,500 on March 5, 2013; (iv) R$14,499
on September 5, 2012; and (v) R$17,505 on March 5, 2012.
The Financial Covenants of these bonds are: (i) net debt/ EBITDA less than or equal to 3,25; (ii)
EBITDA/ net interest expense greater than or equal to 2.
On June 30, 2014, the Company presents the financial ratios within the limits pre-established in
the indenture.
Ebtida used to calculate financial covenants follow the definition set forth in the loan
agreements.
This agreement includes non-financial covenants for accelerated maturity that includes among
others:
a.

that the Company does not reduce its social capital during the term of the debentures, except IF
previously approved by holders of debentures representing at least two-thirds of the debentures
on the market, according to Article 174, third paragraph of the Brazilian corporate law;

b.

that there is no default, by the Issuer, within the period and as set forth in the Indenture, of any
non-pecuniary relating to the Debentures, not resolved within a period of twenty consecutive
days;

c.

that the Company does not enforce the redemption or amortization of shares, distribution of
dividends, payment of interest on capital or making payments to shareholders, if the Issuer is in
default under any of its pecuniary obligations, , determined in the Indenture, except, however,
for the payment of the mandatory minimum dividend set forth in the Brazilian Corporate Law;

d.

Among others.
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.

152

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

16

Payables for acquisition of properties


June 30, 2014

Current
So Caetano Land (a)
So Caetano Land- Quadra H (b)
Canoas Land (c)
Other

Non-Current
So Caetano Land (a)
So Caetano Land- Quadra H (b)
Canoas Land (c)

Total
(a)

December 31, 2013

Individual

Consolidated

Individual

Consolidated

23,581
269

23,581
11,190
5,694
269

23,953
269

23,953
10,725
269

23,850

40,734

24,222

34,947

4,055
-

4,055
15,984
9,963

14,447
-

14,447
20,683
-

4,055

30,002

14,447

35,130

27,905

70,736

38,699

70,077

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 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.y..

(c)

By means of the Private Instrument for Purchase and Sale dated August 15, 2013, 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 mall 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; (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 mall architectural design and subsequent
obtaining of the construction permit, and the other installments on the same day in subsequent months. This condition
was complied with as of March 27, 2014, and the payment of this portion shall start as of 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 contingent conditions.

153

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

The noncurrent portion for payables for acquisition of properties matures as follow:
June 30, 2014

2015
2016
2017

17

December 31, 2013

Individual

Consolidated

Individual

Consolidated

4,055
-

12,495
13,686
3,821

14,447
-

25,171
8,043
1,916

4,055

30,002

14,447

35,130

Taxes and contributions payable


June 30, 2014

INSS payable
PIS and COFINS payable
ISS payable
IR and CS payable
Other

18
18.1

December 31, 2013

Individual

Consolidated

Individual

Consolidated

204
5,461
41
2,722
1,452
9,880

298
6,557
1,144
4,740
7,118
19,857

453
11,251
149
1,176
1,783
14,812

770
12,465
1,711
5,030
6,231
26,207

Provision for risks and escrow deposits


Provision for risks
Individual

Provision for risks


PIS and Cofins (a)
Civil lawsuits (c)
Labor lawsuits (d)
Tax Proceedings

December 31,
2013

Additions

12,199
8,589
2,208
5

165
101
-

(2,802)
(104)
(157)
-

9,397
8,650
2,152
5

23,001

266

(3,063)

20,204

Write- offs

June 30,
2014

Consolidated

Provision for risks


PIS and Cofins (a)
Civil lawsuits (c)
Labor lawsuits (d)
Tax Proceedings

December
31, 2013

Additions

Write- offs

June 30,
2014

12,199
8,844
2,595
67

190
232
-

(2,802)
(106)
(457)
-

9,397
8,928
2,370
67

23,705

422

(3,365)

20,762

154

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

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 is party in several law suits involving the collection of PIS and COFINS on
revenues from rental and other income not included in the concept of gross income, pursuant to
Law No. 9.718/98, for the period 1999-2004.
The payments relating to these taxes were calculated in accordance with legislation at the time
and held in judicial deposits.
The provision covers only the PIS and COFINS on revenue from rent, considering the favorable
decisions, final decisions, obtained in these actions in relation to the incidence of taxes on other
income. The Company presented in court applications for conversion into income all deposits
made for this cause. . Until this date the Company is awaiting full settlement of your claim.

b.

Provision relating to the collection of PIS, COFINS and IOF on financial transactions between
related parties.

c.

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 of 2% of the donors gross
revenue. An appeal was filed claiming the existence of amount in duplicate in TRE court
records, besides the fact that the overall group revenue should be considered and not only that of
Renasce to determine the limit provided for in the electoral laws. This appeal was considered
groundless by the majority. The appeal was considered without grounds by majority voting. A
special appeal was filed in the Superior Electoral Court - STE which was also denied.
Companys is waiting trail.
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 03, 1999. 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 that the other lawsuits are under the same circumstances, the Companys
legal counselors reassessed their prognostic in these case and classified as possible the chance of
a favorable outcome to the Company 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,

155

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

its joint liability for the performance of all labor obligations of the companies engaged to carry
out the construction work. The action was assigned to the 28th Labor Court of Porto Alegre.
The Company was sentenced by the lower court to pay indemnity as collective pain and
suffering of R$300 and daily fine for breach of occupational safety and health laws in
connection with the employees of companies engaged to carry out the construction work.
Additionally, the Labor Court acknowledged the Companys joint liability together with the
companies engaged to carry out the construction work. Recently, this lawsuit received a final
decision, which condemned Multiplan to pay indemnity for collective damages in the amount of
R$ 200 and indemnity for property damages in the amount of R$ 150. As a result of said
sentencing, on July 29 2013 we made a judicial deposit in the amount of R$ 393, and now we
are questioning by means of a motion for clarification a difference of 10% of that amount.
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.

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$ 37,080 as of June 30, 2014 (R$ 35,550 as at December 31 ), as shown below:
Consolidated

June 30,
2014

December 31,
2013

Tax
Civil and administrative
Labor

13,026
11,248
12,806

12,047
8,130
15,373

Total

37,080

35,550

In December 2011, the Company was notified by the Brazilian Federal Revenue Service, which
notification gave rise to two administrative proceedings:

Tax
a.

Collection of Corporate Income Tax (IRPJ) and Social Contribution on Net Income (CSLL)
arising from the alleged improper deduction of goodwill amortization expenses from 2007 to
2010, as well as the disallowance of tax loss carry forward compensation from 2009 and 2010.
On November 25, 2013, a final and non appealable decision was enacted regarding the Tax
Appeal Administrative Councils determination to cancel the tax assessment in the historical
amount of R$ 319,512, thus reducing the aforementioned total amount of contingencies.

b.

Collection of withholding income tax arising from the purchase and sale of equity interests
which assets are located abroad in 2007.
On December 10, 2013, the Company adhered to the REFIS Tax Debt Recovery Program, in

156

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

accordance with Provisional Measure No. 627 of November 11, 2013, for the purpose of settling
the tax assessment in the restated amount of R$ 54,970.
That collection referred to the withholding income tax arising from the Companys acquisition,
in 2007, of ownership interest, on which the Federal Revenue Service had issued a tax
assessment in December 2011. On the date of that adhesion, the administrative lawsuit was
being heard before the Tax Appeal Administrative Council.
In order to implement said adhesion and settle the tax assessment, the Company paid R$ 24,098,
benefiting from the reduction of R$ 30,871, equivalent to 100% of the government-imposed fine
and 45% of the interest rate amount.

Labor
The Company is a defendant in 213 labor claims filed against the shopping malls where it holds
equity interest, in a total estimated amount of R$ 12,806, 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 Minas Gerais and to
a series of administrative proceedings before the Public Prosecution Office of the State of
Paran and the Ministry of Labor in Curitiba and Belo Horizonte which challenge the legality of
the work in shopping malls on Sundays and holidays.
As at June 30, 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 June 30, 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. 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
c.

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 mall 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

157

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

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 constrictive acts of the
mentioned execution.
Regarding the amounts received, the Company recognized as revenues the amount of R$1,911
in fiscal year 2012, and R$872 in fiscal year 2013. There were no amounts received in the first
quarter of 2014.

18.2

Judicial deposits
Individual

Court Deposits
PIS and Cofins
Civil deposits
Labor deposits
Other

December
31, 2013

Additions

12,199
6,041
103
6,736

261
8
630

(2,688) (a)
(115)
(3,231) (c)

25,079

899

(6,034)

Write- offs

June 30,
2014

Transfer
(2,489) (b)
2,489 (b)
-

9,511
3,698
111
6,624
19,944

Consolidated

Court Deposits
PIS and Cofins
National Institute of Social
Security (INSS)
Civil deposits
Labor deposits
Other

December
31, 2013

Additions

Write- offs

12.920

(2.688) (a)

31
6.744
105
7.129

444
15
630

(115)
(3.231) (c)

26.929

1.089

Transfer
(2,489) (b)
2,489 (b)

June 30,
2014
10.232
31
4.584
120
7.017

(6.034)

21.984

(a)

The balance of deposits (PIS and COFINS) refers to legal disputes reported in note 18, item a. R $ 2,688 were
expensed related to a process of COFINS that discussed the impact of this contribution on rental revenues in the
period 1994 to 1998. Companys has obtained final decision and the amounts deposited were fully converted into
income RFB.

(b)

Companys transferred deposits of income tax and social contribution of R $ 2,489, corresponding to the nature of
these taxes deposit accounts.

(c)

Companys obtained a favorable decision, regarding payment of income tax and social contribution of the months of
December 2010 and February 2011.

158

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Deposits made in this process were raised by the Company in April this year in the amount of R $ 3,231.

19

Deferred revenues and costs


June 30, 2014
Individual
Income from assignment of rights
Sale costs to be recorded (a)
Other Income

Current
Non-Current

(a)

20
a.

December 31, 2013

Consolidated

Individual

Consolidated

112,316
(73,331)
1,456

154,147
(86,269)
1,456

116,891
(65,599)
1,481

169,345
(78,613)
1,483

40,441

69,334

52,773

92,215

25,383
15,058

37,577
31,757

23,502
29,271

53,465
38,750

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 mall of Multiplan Group.

Equity
Share capital
As at June 30, 2014, the Companys capital is represented by 189,997,214 common and
preferred shares (189,997,214 common and preferred shares as at December 31, 2013)
registered and book-entry, with no par value, distributed as follows:
Number of Shares
June 30, 2014
Shareholder
Multiplan Planejamento. Participaes e
Administrao S.A.
1700480 Ontrio Inc.
Jos Isaac Peres
FIM Multiplus Investimento no Exterior
Credito Privado
Maria Helena Kaminitz Peres
Outstanding shares
Management and Executive Board
Total of outstanding shares
Treasury stock

Common

Preferred

December 31, 2013


Total

Common

Preferred

Total

42,123,783
42,947,201
11,118,891

11,858,347
-

42,123,783
54,805,548
11,118,891

42,123,783
42,947,201
11,668,891

11,858,347
-

42,123,783
54,805,548
11,668,891

882,068
2,459,756
76,481,488
1,777

882,068
2,459,756
76,481,488
1,777

882,068
2,459,756
75,570,916
56,558

882,068
2,459,756
75,570,916
56,558

176,014,964

11,858,347

187,873,311

175,709,173

11,858,347

187,567,520

2,123,903

2,123,903

2,429,694

2,429,694

178,138,867

11,858,347

189,997,214

178,138,867

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$17,612 net of
taxes) recorded in Equity. On April 3, 2013, the funds from the public offering, considering a
unit value per share of R$ 58.00, in amount of R$ 626,400 were received. There was no
Greenshoe.

159

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

b.

Legal reserve
The legal reserve is calculated based on 5% of net income as prescribed by the prevailing laws
and the Companys bylaws, limited to 20% of capital.

c.

Expansion reserve
As set forth in the Companys bylaws article 39, 100% of the remaining portion of the net
income, after absorbing accumulated losses, to recognize the legal reserve and distribute
dividends is allocated to the expansion reserve. Such reserve is intended to secure funds for new
investments in capital expenditures, current capital, and expansion of social activities. If the
balance of reserve exceeds the Share Capital, the General Meeting will decide on the application
of the excess in capitalization or increase of Share Capital or, even, in distribution of additional
dividends to shareholders.

d.

Special goodwill reserve - merger


As explained in Note 8, after the downstream merger of Bertolino into the Company, the
goodwill recorded on Bertolinos balance sheet arising from the acquisition of interest in
Multiplan, less the provision for maintenance of integrity of shareholders equity, was recorded
on the Companys books, after said merger, in a specific line item of deferred income tax and
social contribution in assets, as a balancing item to a special goodwill reserve on merger,
pursuant to article 6, paragraph 1 of CVM Instruction 319/99.

e.

Effect on capital transactions


As mentioned in note 9, on February 9, 2012, the subsidiary Morumbi Business Center
Empreendimentos Imobilirios Ltda. acquired 77,470,449 shares of MPH Empreendimento
Imobilirio Ltda. representing 41,958% of total capital, for R$175,000 fully paid up front.
Subsequently, a shareholder withdrew from the MPH Empreendimentos Imobilirios Ltda.,
thought a capital reduction equivalent to 16,084%, through cancellation of all shares and return
of the net assets resulting in a reduction of R$128,337 in noncontrolling interest in the
consolidated financial statements. Therefore, Morumbi Business Center Empreendimentos
Imobiliarios Ltda. and Multiplan Empreendimentos Imobilirios S.A now own, each, 50% of
total equity of MPH Empreendimentos Imobilirios Ltda. The result of the effects of the
acquisition made by Morumbi Business Center Empreendimento Imobilirio Ltda. and the
reduction of capital of MPH Empreendimentos Imobilirios S.A., in the amount of R$89,996
was accounted for in the Companys equity.

f.

Treasury shares
On May 14, 2013, the Companys Board of Directors approved a share repurchase program for
the shares issued by the Company, effective for up to 365 days, beginning on May 15, 2013 ending on May 14, 2014, and limited to 3,600,000 registered common shares with no par value,
without capital reduction.
All share repurchase programs were intended to invest the Companys available funds in order
to maximize the generation of value to shareholders. The acquired shares are mainly used to
meet the possible exercise of options under the stock option programs for the Company's shares,
and may also be used to be held in treasury, cancellation and/or subsequently disposal.
Therefore, to date the Company acquired 5,336,100 common shares on June 30, 2014,
(3,852,000 as at June 30, 2013). Through June 30, 2014, 3.212.197 shares were used to settle

160

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

the exercise of stock options. As at June 30, 2014, treasury shares totaled 2,123,903 shares
(1,134,297 shares as at June 30, 2013). For further information, see Note 20(h).
As at June 30, 2014, the percentage of outstanding shares (outstanding and Board of Directors
and Executive Board shares) is 40.25% (41.51% as at June 30, 2013). The treasury shares were
acquired at a weighted average cost of R$ 50.32 (value in Brazilian reais), a minimum cost of
R$ 9.80 (value in Brazilian reais) and a maximum cost of R$59.94 (value in Brazilian reais).
The share trading price calculated based on the last price quotation before period end was R$
51,60 (value in Brazilian reais).

g.

Dividends and interest on capital


Under the article 39 of the Companys bylaws, the mandatory minimum dividend corresponds
to 25% of net income, as adjusted pursuant to the Brazilian Corporate Law. The approval of
distribution of dividends or interest on capital will compete exclusively upon the Board of
Directors, as authorized in the law and by Article 22 item (g) of the Company's Bylaws.
Under article 39, 3 of the Bylaws, the mandatory 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 capital approved in 2014:


The Board of Directors of the Company approved the payment of interest on capital in the gross
amount of R $ 70,000 (on June 30, 2014), to shareholders registered as such on the said date,
corresponding to R $ 0.37265147 per share, before application of withholding 15% withholding
tax, except for proven immune or exempt shareholders in accordance with applicable law. This
amount will be made to shareholders by December 31, 2014 and will be imputed to the
mandatory minimum dividends for the fiscal year ended December 31, 2014, the net amount.

Interest on capital approved in 2013:


In 2013, the Board of Directors approved the payment of interest on capital to the shareholders
of the Company, as described below:
(i)

The payment gross amount of R$ 45,000 on June 27, 2013 to the attribute Companys
shareholders registered as such on the said date, corresponds R$0.23826806 to each share,
before the withholding of 15% of income tax, except for those shareholders who are tax-exempt
or tax-immune as set forth in the applicable laws. Said amount was settled in August 22, 2013
and will be paid may be included in the mandatory minimum dividend for the year ended
December 31, 2013, at its net amount;

(ii)

The payment gross amount of R$ 45,000 on September 26, 2013 to the Companys
shareholders registered as such on the said date, corresponds R$0.23940828 to each share,
before the withholding of 15% of income tax, except for those shareholders who are tax-exempt
or tax-immune as set forth in the applicable laws. That amount was settled in November 19,
2013 and will be paid may be included in the mandatory minimum dividends for the year ended
December 31, 2013, at the net value.

161

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

The payment gross amount of R$ 45,000 on December 17, 2013 to the


Companys shareholders registered as such on the said date, corresponds
R$0.23960319 to each share, before the withholding of 15% of income tax,
except for those shareholders who are tax-exempt or tax-immune as set forth in
the applicable laws. This amount was paid to shareholders on February 12,
2014 and may be imputed to the mandatory minimum for the fiscal year ended
December 31, 2013, the net amount dividend.

2013

Net income for the fiscal year


Allocation to legal reserve

283,942
(14,197)

Net income after deduction of the legal reserve

269,745

Mandatory minimum dividends

67,436

Interest on capital approved. net of taxes

115,195

The total amount of interest on capital is within the limits set forth in Paragraph 1, Article 9 of
Law 9,249/95.

h.

Stock 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 share
capital without considering president options, and 7% considering.. As of June30, 2014, the
dilution percentage is 4.8663%.and 5,9177% considering president options.
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.

162

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

The Company offered nine stock option plans from 2007 to June 2014, which satisfy the
maximum limit of 7% provided for in the plan, as summarized below:

163

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

(i)

Plan 1 - On July 6, 2007, the Companys Board of Directors approved the 1st Stock Option Plan
and the grant of options for 1,497,773 shares, exercisable after 180 days as from the first public
offering of shares by the Company. Regardless of the Plans general provisions, as described
above, the option exercise price is R$9.80, adjusted for inflation based on the IPCA, or any
other index set by the Board of Directors.

(ii)

Plan 2 - On November 21, 2007, the Companys Board of Directors approved the 2nd Stock
Option Plan and the grant of options for 114,000 shares. Of this total, 16,000 shares were
granted to an employee who left the Company before the minimum term necessary to exercise
the option. The option exercise price is R$22.84, adjusted for inflation based on the IPCA, as
from the grant date through option exercise date.

(iii)

Plan 3 - On June 4, 2008, the Companys Board of Directors approved and ratified on August
12, 2008 the 3rd Stock Option Plan and the grant of options for 1,003,400 shares. Of this total,
68,600 shares were granted to an employee who left the Company before the minimum term
necessary to exercise the option. The option exercise price is R$20.25, adjusted for inflation
based on the IPCA, as from the grant date through the option exercise date.

(iv)

Plan 4 - On April 13, 2009, the Companys Board of Directors approved the 4th Stock Option
Plan and the grant of options for 1,300,100 such shares. Of this total, 44,100 shares were
granted to an employee who left the Company before the minimum term necessary to exercise
the option. The option exercise price is R$15.13, adjusted for inflation based on the IPCA, as
from the grant date through the option exercise date.

(v)

Plan 5 - On March 4, 2010, the Companys Board of Directors approved the 5th Stock Option
Plan and the grant of options for 966,752 shares. The option exercise price is R$30.27, adjusted
for inflation based on the IPCA, as from the grant date up through the option exercise date.

(vi)

Plan 6 - On March 23, 2011, the Companys Executive Board approved the 6th Stock Option
Plan and the grant of options for 1,297,110 shares. The option exercise price is R$33.13,
adjusted for inflation based on the IPCA, as from the grant date up through the option exercise
date.

(vii)

Plan 7 - On March 7, 2012, the Companys Executive Board approved the 7th Stock Option
Plan and the grant of options for 1,347,960 shares. The option exercise price is R$39.60,
adjusted for inflation based on the IPCA, as from the grant date up through the option exercise
date.

(viii)

Plan 8 - On May 14, 2013, the Companys Executive Board approved the 8th Stock Option Plan
and the grant of options for 1,689,550 shares. The option exercise price is R$56.24, adjusted for
inflation based on the IPCA, as from the grant date up through the option exercise date.

(ix)

(Plan 9 - on April 15, 2014, the Companys Executive Board approved the 9th Stock Option
Plan and the grant of options for 2,214,550 shares. The option exercise price is R$48,03,
adjusted for inflation based on the IPCA, as from the grant date up through the option exercise
date.
The grants described in items (ii), (iii), (iv), (v), (vi), (vii) and (viii) and (ix) follow the criteria
set in the Stock Option Plan described above. Plan 1 follows the parameters described in item
(i).

164

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

On January 7, 2010, the Chief Executive Officer Mr. Jos Isaac Peres. Additionally, in 2010,
2011, 2012, 2013 and in the second quarter of 2014, certain holders exercised 3,212,197 stock
options related to plans 2, 3, 4, 5, 6 and 7, All options were settled through delivery of the
Companys common shares. The settlement of all options was exercised by means of delivery of
common shares of the company. Accordingly, as at June 30, 2014, the shares comprising the
balance of the stock options granted by the Company totaled 6,599,259 shares, which
correspond to 3,47% of total shares.
The vesting periods to exercise the options are as follows:
% of options
liberated for
the fiscal
year

Vesting period as from the grant date


Plan 1
180 days after the Initial Public Offering 01/26/2008
Plan 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
Plan 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
Plan 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
Plan 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
Plan 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
Plan 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
Plan 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
(*)

Quantity of
Maximum exercised options
quantity of
until June 30,
shares (*)
2014

100%

1,497,773

1,497,773

33.4%
33.3%
33.3%

32,732
32,634
32,634

32,732
32,634
32,634

33.4%
33.3%
33.3%

312,217
311,288
311,295

312,223
311,288
311,288

33.4%
33.3%
33.3%

419,494
418,246
418,260

392,617
379,127
325,371

33.4%
33.3%
33.3%

322,880
321,927
319,487

292,939
251,737
105,846

33.4%
33.3%
33.3%

433,228
425,277
425,285

264,555
88,797
-

33.4%
33.3%
33.3%

443,532
442,210
442,218

12,700
-

33.4%
33.3%
33.3%

557,629
555,960
555,961

33.4%
33.3%
33.3%

739,659
737,445
737,446

Number of shares canceled due to the termination of the Companys employees before the minimum option exercise
term.

165

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

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:
Price
for the Fiscal
Year(R$)
Plan 1
Plan 2
Plan 3
Plan 4
Plan 5
Plan 6
Plan 7
Plan 8
Plan 9

9.80
22.84
20.25
15.13
30.27
33.13
39.60
56.24
48.03

Granting Adjustment
price (1) rate
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)

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.

Plan 1
Plan 2
Plan 3
Plan 4
Plan 5
Plan 6
Plan 7
Plan 8
Plan 9

Quantity
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

Volatility

Rate
Risk-free rate:

Average
life

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 years
4.50 years
4.50 years
4.50 years
3.00 years
3.00 years
3.00 years
3.00 years
3.00 years

R$16.40
R$7.95
R$7.57
R$7.15
R$7.28
R$7.03
R$6.42
R$9.95
R$8.55

The volatility used in the model was based on the standard deviation of historical MULT3, or in
a panel of companies of the sector, in accordance with the stock fluctuation availability and
consistency presented in the market and in the appropriate period. The dividend yield was based
on Companys internal models considering the maturity of each option. The company did not
consider the options anticipated exercise and any market condition other than the assumptions
above.

166

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Addition information on the stock option plan:

Number
Total of granted options
on December 31, 2012
on December 31, 2013
on June 30, 2014

(*)

(**)

Unit
Price**
(R$)

7,398,395
9,028,970
11,243,520

30.92
36.29
38.74

Options granted in the fiscal year - 2012


Options granted in the fiscal year - 2013
Options granted in the first quarter of 2014

1,347,960
1,669,550
2,214,550

45.62
60.25
48.70

Total of exercised options


on December 31, 2012
on December 31, 2013
on June 30, 2014
options granted in the fiscal year - 2012
options granted in the fiscal year - 2013
options granted in the first quarter of 2014

3,514,828
4,274,179
4,709,970
1,083,556
759,351
435,791

18.01
20.00
21.65
24.80
29.23
37.85

Total of options expired


on December 31, 2012
on December 31, 2013
on June 30, 2014
Options expired in the exercise of 2012
Options expired in the exercise of 2013
Options expired in the first quarter of 2014

3,704,313
4,868,254
6,049,707
1,039,140
1,163,941
1,181,453

18.49
21.61
25.55
28.57
32.89
41.94

Total of non-exercised options


On December 31, 2012
On December 31, 2013
on June 30, 2014

3,883,567
4,754,791
6,533,550

39.18
47.81
48.75

Number 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. During the first and seconde quarter of 2014, average price was R$ 49.38.
The effect of the recognition of the payment based on shares in the Shareholders equity and in
Income, in the quarter endedJune 30, 2014, was R$6,625 (R$4,763 as of June 30, 2013) of
which R$2,675 (R$1,973 in 2013) refers to the managements portion.

167

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

21

Net operating revenues


Individual

04/01/2014 to
06/30/2014
Gross operating revenue from sales and services:
Leasing of stores.
Parking lots
Services
Assignment of rights
Income from real property
Others

Taxes and contributions on sales and services


Net operating revenue

01/01/2014 to
06/30/2014

04/01/2013 to
06/30/2013

01/01/2013 to
06/30/2013

158,558
18,569
27,966
4,573
(35)
1,017

309,078
34,481
60,921
9,908
2,204
1,885

141,370
13,272
27,834
8,656
701
761

283,961
25,848
53,692
16,323
942
946

210,648

418,477

192,594

381,712

(17,747)

(36,802)

(17,470)

(35,153)

192,901

381,675

175,124

346,559

Consolidated
04/01/2014 to
06/30/2014

01/01/2014 to
06/30/2014

04/01/2013 to
06/30/2013

01/01/2013 to
06/30/2013

189,554
38,257
27,586
9,099
28,543
1,142

365,614
73,380
59,864
18,932
54,396
2,045

161,288
30,737
27,285
14,115
26,612
1,777

324,441
60,793
52,219
26,832
40,723
1,783

294,181

574,231

261,814

506,791

Taxes and contributions on sales and services

(25,574)

(52,067)

(25,317)

(47,600)

Net operating revenue

268,607

522,164

236,497

459,191

Gross operating revenue from sales and services:


Leasing of stores.
Parking lots
Services
Assignment of rights
Income from real property
Others

168

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

22

Breakdown of costs and expenses by nature


During the quarters ended June 30, 2014 and 2013, 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.
Individual

04/01/2014 to
06/30/2014

01/01/2014 to
06/30/2014

04/01/2013 to
06/30/2013

01/01/2013 to
06/30/2013

Services
Parking lots
Leases (1)
Properties (charges. IPTU. rent. condominium)
Occupancy cost
Other costs
Cost of sold properties

(914)
(1,699)
(4,452)
(2,204)
(1,038)
(25,714)

(2,425)
(3,661)
(10,063)
(1,767)
(1,882)
(51,036)

(1,729)
(764)
(1,545)
(5,298)
(2,551)
(440)
(19,529)

(3,318)
(1,194)
(3,431)
(10,043)
(1,474)
(3,202)
(38,434)

Total

(36,021)

(70,834)

(31,856)

(61,096)

Individual

04/01/2014 to
06/30/2014

01/01/2014 to
06/30/2014

04/01/2013 to
06/30/2013

01/01/2013 to
06/30/2013

Costs with:
Services provided
Sold properties

(34,983)
(1,038)

(68,952)
(1,882)

(31,416)
(440)

(57,894)
(3,202)

Total

(36,021)

(70,834)

(31,856)

(61,096)

04/01/2013 to
06/30/2013

01/01/2013 to
06/30/2013

Consolidated
04/01/2014 to
06/30/2014

01/01/2014 to
06/30/2014

Services
Parking lots
Leases (1)
Properties (charges. IPTU. rent. condominium)
Occupancy cost
Other costs
Cost of sold properties

(970)
(5,478)
(1,708)
(6,579)
(5,429)
(17,920)
(36,160)

(2,592)
(11,090)
(3,679)
(13,916)
(8,826)
(33,379)
(71,872)

(2,157)
(2,014)
(1,553)
(6,863)
(11,480)
(17,186)
(26,888)

(3,691)
(3,700)
(3,448)
(13,029)
(18,136)
(29,027)
(52,650)

Total

(74,244)

(145,354)

(68,141)

(123,681)

Consolidated
04/01/2014 to
06/30/2014

01/01/2014 to
06/30/2014

04/01/2013 to
06/30/2013

01/01/2013 to
06/30/2013

Services provided
Sold properties

(56,324)
(17,920)

(111,975)
(33,379)

(50,955)
(17,186)

(94,654)
(29,027)

Total

(74,244)

(145,354)

(68,141)

(123,681)

Costs with:

169

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

(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 at June 30, 2014, 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: Preoperating expenses linked to real estate projects and shopping mall
expansion.
Projects for sale: Preoperating expenses arising from real estate projects for sale.
Individual

04/01/2014 to
06/30/2014

01/01/2014 to
06/30/2014

04/01/2013 to
06/30/2013

01/01/2013 to
06/30/2013

Personnel
Services
Leases
Marketing
Travel
Properties (charges. IPTU. rent and condominium)
Occupancy Cost
Others

(12,379)
(9,212)
(1,836)
(2,152)
(828)
(1,325)
(4,963)

(24,724)
(15,975)
(6,908)
(3,281)
(1,988)
(2,838)
(10,364)

(17,613)
(8,319)
(564)
(6,340)
(1,731)
(1,034)
(992)
(1,439)

(28,910)
(15,599)
(1,101)
(10,520)
(2,766)
(2,036)
(2,541)
(81)

Total

(32,695)

(66,078)

(38,032)

(63,392)

Expense with:
Administrative expenses - Main office
Administrative expenses - Shopping Malls
Expenses on projects for lease
Expenses on projects for sale

(29,049)
(2,010)
(951)
(685)

(51,914)
(4,483)
(7,030)
(2,651)

(32,326)
(4,815)
(394)
(497)

(51,114)
(8,758)
(2,282)
(1,238)

Total

(32,695)

(66,078)

(38,032)

(63,392)

170

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Consolidated
04/01/2014 to
06/30/2014

23

01/01/2014 to
06/30/2014

04/01/2013 to
06/30/2013

01/01/2013 to
06/30/2013

Personnel
Services
Leases
Marketing
Travel
Properties (charges. IPTU. rent and condominium)
Occupancy Cost
Others

(14,654)
(11,121)
(2,508)
(2,332)
(4,310)
(1,845)
(5,850)

(27,666)
(19,261)
(7,721)
(3,671)
(10,236)
(3,763)
(12,428)

(17,811)
(9,459)
(564)
(9,133)
(1,941)
(2,383)
(1,736)
(2,787)

(29,382)
(17,837)
(1,101)
(15,158)
(3,197)
(4,728)
(3,806)
(2,930)

Total

(42,620)

(84,746)

(45,814)

(78,139)

Expense with:
Administrative expenses - Main office
Administrative expenses - Shopping Malls
Expenses on projects for lease
Expenses on projects for sale

(31,586)
(6,253)
(2,493)
(2,288)

(56,051)
(13,867)
(8,827)
(6,001)

(32,119)
(9,786)
(818)
(3,091)

(51,954)
(16,279)
(4,306)
(5,600)

Total

(42,620)

(84,746)

(45,814)

(78,139)

Finance income (costs), net


Indivudual
04/01/2014 to
06/30/2014

01/01/2014 to
06/30/2014

04/01/2013 to
06/30/2013

01/01/2013 to
06/30/2013

Earnings with Financial Investments


Interest and inflation adjustment on loans. financing and debentures
Interests on real estate enterprises
Bank fees and other charges
Exchange variation
Active monetary variation
Passive monetary variation
Fines and interests on rent and assignment of rights - shopping malls
Fine and interests on tax assessment notices
Interests on Related Party Transactions
Interests and inflation adjustment on payables for asset acquisition
Others

2,942
(35,268)
1,385
(593)
1
1,126
1,145
(11)
541
(879)
(198)

7,331
(70,164)
2,772
(1,266)
1
1,527
(9)
2,230
(41)
929
(1,781)
(272)

9,492
(32,776)
1,551
(631)
(20)
544
(139)
836
2
461
(903)
(374)

12,807
(63,828)
3,151
(1,390)
(78)
1,864
(253)
1,738
(47)
853
(2,685)
(223)

Total

(29,809)

(58,743)

(21,957)

(48,091)

Consolidated
04/01/2014 to
06/30/2014

01/01/2014 to
06/30/2014

04/01/2013 to
06/30/2013

01/01/2013 to
06/30/2013

Earnings with Financial Investments


Interest and inflation adjustment on loans. financing and debentures
Interests on real estate enterprises
Bank fees and other charges
Exchange variation
Active monetary variation
Passive monetary variation
Fines and interests on rent and assignment of rights - shopping malls
Fine and interests on tax assessment notices
Interests on Related Party Transactions
Interests and inflation adjustment on payables for asset acquisition
Others

4,109
(45,242)
1,385
(958)
4
1,141
(5)
1,366
(38)
569
(879)
(64)

9,317
(91,066)
2,772
(2,016)
4
1,563
(14)
2,657
(91)
987
(1,781)
(305)

10,387
(37,645)
1,551
(683)
(295)
628
(159)
936
(1,613)
395
(937)
(460)

14,588
(73,695)
3,151
(1,801)
(78)
1,949
(273)
1,988
(1,672)
888
(2,844)
(635)

Total

(38,612)

(77,973)

(27,895)

(58,434)

171

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

24

Segment reporting
For management purposes, the Company recognizes four business segments that account for its
revenues and expenses. Segment reporting is required since margins, revenue and expense
recognition and deliverables are different among them. Profit or loss was calculated considering
only the Companys external customers.

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 revenuegenerating segment, accounting for 76.45% of its gross operating revenue recognized during the
semester ended June 30, 2014. The determining factor for the amount of revenues and expenses
in this segment is the companys share in each venture. The revenues and expenses are
described below:

Rental revenue
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 revenue
Revenue from payments made by customers for the time their vehicles are parked in the parking
lot.

Expenses
Include expenses on vacant areas, contributions to the promotion fund, legal fees, lease, parking,
brokerage fees, and other expenses arising from the interest held in the projects. The expenses
on the maintenance and operation expenses (common condominium expenses) of the project
will be borne by the storeowners.

Others
Include 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 revenue and expenses from the sale of properties normally built
in the surroundings of the shopping mall. As previously mentioned, this activity contributes to
generating customer flows to the mall, thus increasing its revenues. Additionally, the
appreciation and convenience brought by a mall to its neighborhood enable the Company to
minimize risks and increase revenues from properties sold. Revenues derive 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.

172

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

This segments assets are mainly the Companys landbank and constructions concluded and in
progress and trade accounts receivable.
Assets of this segment are concentrated in the inventory of land and property completed and
under construction of the Company and in trade receivables.

Projects
The operation of projects includes revenues 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 statement. In the same way, the company believes that most
of its revenue from Key Money derives from projects initiated over the last 5 years (average
period to recognize revenue 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
trades receivable (key money) from leased stores.

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 these reason this segment records loss.
This segments assets mainly comprise the Companys cash, deferred taxes and intangible
assets.
April 1, 2014 to June 30, 2014

Property
for lease
Gross income
Costs
Expenses
Others
Profit before income tax and social
contribution
Operating activities

Real Estate

Projects

Manageme
nt and
others

Total

227,810
(56,325)
(6,253)
(20,886)

28,543
(17,920)
(1,006)

9,099
(4,781)
(9,564)

28,729
(35,127)
(33,700)

294,181
(74,245)
(46,161)
(65,156)

144,346

9,617

(5,246)

(40,098)

108,619

4,947,144

766,305

129,027

582,329

6,424,775

173

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

January 1, 2014 to June 30, 2014

Property
for lease

Real Estate

Projects

Manageme
nt and
others

Total

Gross income
Costs
Expenses
Others
Profit before income tax and social
contribution

438,994
(111,976)
(13,867)
(32,698)

54,396
(33,379)
(3,713)
8,603

18,932
(11,115)
(19,944)

61,909
(62,677)
(67,464)

574,231
(145,355)
(91,373)
(111,503)

280,453

25,907

(12,127)

(68,232)

226,001

Operating activities

4,947,144

766,305

129,027

582,329

6,424,775

April 1, 2013 to June 30, 2013

Property
for lease
Gross income
Costs
Expenses
Others
Profit before income tax and social
contribution
Operating activities

Real Estate

Projects

Manageme
nt and
others

Total

192,025
(50,955)
(9,786)
(20,786)

26,612
(17,186)
(3,091)
128

14,115
(818)
(1,365)

29,062
(34,560)
(31,500)

261,814
(68,141)
(48,255)
(53,523)

110,498

6,463

11,932

(36,998)

91,895

4,375,928

589,301

614,607

540,479

6,120,315

January 1, 2013 to June 30, 2013

Property
for lease
Gross income
Costs
Expenses
Others
Profit before income tax and social
contribution
Operating activities

25
25.1

Real Estate

Projects

Managem
ent and
others

Total

385,234
(94,654)
(16,279)
(42,338)

40,723
(29,027)
(5,600)
(148)

26,832
(4,306)
(2,523)

54,002
(56,719)
(62,557)

506,791
(123,681)
(82,904)
(107,566)

231,963

5,948

20,003

(65,274)

192,640

4,375,928

589,301

614,607

540,479

6,120,315

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 equity.
The Companys capital structure is comprised by the net debt (loans, financing, debentures and
payables for acquisition of properties 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 equity (which includes
the capital and reserves explained in note 20).

174

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

25.1.1

Debt-to-Equity Ratio
Debt-to-equity ratio is as follows:
Individual

(a)

Consolidated

06.30.14

12.31.13

06.30.14

12.31.13

Indebtedness (a)
Cash and cash equivalents and investment

1,462,587
(127,095)

1,524,052
(257,222)

2,081,106
(187,344)

2,158,510
(331,599)

Net debt

1,335,492

1,266,830

1,893,762

1,826,911

Shareholders Equity (b)


Net debt ratio

3,942,175
33.88%

3,819,988
33.16%

3,944,642
48.01%

3,819,338
47.83%

Debt is defined as short- and long-term loans, financing, debentures and payables for acquisition of properties,
detailed in notes 13, 15 and 16.
Of total defined in item (a) above, R$151,678 refers to the amount classified in the individual and maturing in the
short-term in the first and second quarter of 2014 (R$155,285 on December 31, 2013) and R$ 1,310,909 classified in
the long term in the first quarter of 2014 (R$1,368,767 at December 31, 2013). In consolidated financial statements,
R$249,178 refers to the short term in the first and second quarter of 2014 (R$245,520 on December 31, 2013) and R$
1,831,928 refers to the long term in the first and second quarter of 2014 (R $ 1,912,990 in 31 December 2013).

(b)

25.2

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 customers 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 revenues 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.
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.

175

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

25.4

Interest rate risk management


Interest rate risk refers to:
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.
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 at June 30, 2014, 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.
Inability to obtain financing in case the real estate market presents unfavorable conditions, not
allowing absorption of such costs.
Trade receivables, payables for acquisition of properties both with fixed interest rates and postfixed 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 trade receivables equating to its debt.
Debt exposure to different indices is as follows:
06/30/2014

Indexer

Individual
TR
CDI
TJLP
IPCA
IGP-M
Others

25.5

12/31/2013

Consolidated

Individual

Consolidated

511,348
921,965
780
27,636
857

890,619
921,965
169,975
27,222
70,467
857

543,585
935,722
5,461
38,400
884

931,699
935,722
195,175
25,222
69,808
884

1,462,586

2,081,105

1,524,052

2,158,510

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.

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 at June 30, 2014, five different scenarios were defined and an analysis
of sensitivity to fluctuations in the indexes of such instruments was prepared. Based on the

176

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

FOCUS report dated June 27, 2014, the IGP-DI, IGP-M and IPCA indexes and TJLP,
projections for 2014 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:
Indexer
CDI
IGP-DI
IGP - M
IPCA
TJLP
TR

Decrease
of 50%
5.50%
2.73%
2.72%
3.23%
2.50%
0.27%

Decrease
of 25%
8.25%
4.09%
4.08%
4.85%
3.75%
0.40%

Probable
scenario
11%
5.45%
5.44%
6.46%
5.00%
0.54%

Increase
of 25%
13.75%
6.81%
6.80
8.08%
6.25%
0.67%

Increase
of 50%
16.50%
8.18%
8.16%
9.69%
7.50%
0.80%

Financial assets
The gross financial income was calculated for each scenario as at June 30, 2014, based on oneyear projection and not taking into consideration any tax levied on earnings, the sensitivity for
each scenario is analyzed below.
Financial income projection - 2014

Individual
Cash equivalents and financial investments
Cash and Banks
Financial investments

Accounts receivable
Trade accounts receivable - store lease
Trade accounts receivable - assignment of rights
Trade accounts receivable - sale of properties already built
Other trade receivables

n/a
100% CDI

IGP-DI
IGP-DI
IGP-M + 12%
n/a

Balance as of
06/30/14

Decrease
of 50%

Decrease
of 25%

Scenario
probable

Increase
of 25%

Increase
of 50%

81,932
45,163

N/A
2,484

N/A
3,726

N/A
4,968

N/A
6,210

N/A
7,452

127,095

2,484

3,726

4,968

6,210

7,452

91,638
37,363
50,212
26,949

2,497
1,018
7,391
N/A

3,746
1,527
8,074
N/A

4,994
2,036
8,757
N/A

6,243
2,545
9,440
N/A

7,491
3,054
10,123
N/A

206,162

10,906

13,347

15,787

18,228

20,668

1,712
409
51

2,054
490
61

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135% CDI
117% CDI
110% CDI
N/A

9,223
2,540
336
410

685
163
20
N/A

1,027
245
30
N/A

1,370
327
41
N/A

Consrcio Village Mall


Sundry loans and advances

110% CDI
n/a

1,544
335

93
N/A

140
N/A

187
N/A

234
N/A

280
N/A

14,388

961

1,442

1,925

2,406

2,885

347,645

14,351

18,515

22,680

26,844

31,005

Total

177

N/A

N/A

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Consolidated
Balance
as of
06/30/14

Cash equivalents and financial investments


Cash and Banks
Financial investments

N/A
100% CDI

Accounts receivable
Trade accounts receivable - store lease
Trade accounts receivable - assignment of rights
Trade accounts receivable - sale of property undergoing
construction
Trade accounts receivable - sale of properties already built
Other trade receivables

IGP-DI
IGP-DI

Decrease Decrease
of 50%
of 25%

Scenario
probable

Increase
of 25%

Increase
of 50%

141,723
45,621

N/A
2,509

N/A
3,764

N/A
5,018

N/A
6,273

N/A
7,527

187,344

2,509

3,764

5,018

6,273

7,527

112,517
41,126

3,066
1,121

4,599
1,681

6,132
2,241

7,665
2,802

9,198
3,362

77,004
50,212
31,241

2,098
7,391
N/A

3,148
8,074
N/A

4,197
8,757
N/A

5,246
9,440
N/A

6,295
10,123
N/A

312,100

13,676

17,502

21,327

25,153

28,978

IGP-DI
IGP-M + 12%
N/A

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

9,223
2,540
336
410

685
163
20
N/A

1,027
245
30
N/A

1,370
327
41
N/A

1,712
409
51
N/A

2,054
490
61
N/A

Associao Jundia Shopping


Consrcio Village Mall

CDI +1%a.a
110% CDI

1,025
1,544

1
93

1
140

1
187

1
234

2
280

Sundry loans and advances

N/A

335
15,413

N/A
962

N/A
1,443

N/A
1,926

N/A
2,407

N/A
2,887

514,857

17,147

22,709

28,271

33,833

39,392

Total

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 2014. The base date
used was June 30, 2014 projecting indices for one year and verifying their sensitivity in each
scenario.
Financial expenses projection - 2014

Individual
Fee of
compensation
Loans and financing
BNDES - PKS Exp
BNDES - PKS Exp
Real BSS
Real 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
Funding costs - Banco Itau - PSC
Funding costs - Real BHS Exp V
Funding costs - Ita Village Mall
Funding costs - Bradesco MTE
Funding costs - Banco do Brasil
Funding costs - Banco do Brasil

TJLP +3.53%
4.50%
TR + 7.874%
TR + 8.70%
TR + 10%
TR + 9.35%.
TR + 9.35%
109.75% of CDI
CDI + 1.00%
CDI + 1.48%
110% of CDI
110% of CDI
N/A
N/A
N/A
N/A
N/A
N/A

Balance as of
06/30/14

765
15
44,792
69,041
3,466
111,827
292,421
104,283
302,289
609
165,638
50,926
(1,344)
(406)
(7,981)
(5,989)
(4,517)
(785)

178

Decrease
of 50%

46
1
4,169
6,192
356
11,203
29,296
6,295
19,649
43
10,021
3,081
N/A
N/A
N/A
N/A
N/A
N/A

Decrease
of 25%

56
1
4,229
6,284
361
11,353
29,686
9,442
27,962
59
15,032
4,622
N/A
N/A
N/A
N/A
N/A
N/A

Scenario
probable

65
1
4,290
6,377
365
11,503
30,080
12,590
36,275
76
20,042
6,162
N/A
N/A
N/A
N/A
N/A
N/A

Increase
of 25%

75
1
4,350
6,470
370
11,653
30,472
15,737
44,588
93
25,053
7,703
N/A
N/A
N/A
N/A
N/A
N/A

Increase
of 50%

84
1
4,410
6,562
374
11,803
30,865
18,884
52,901
109
30,063
9,243
N/A
N/A
N/A
N/A
N/A
N/A

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Funding costs - Ita MTE


Cia Real de Distribuio

N/A
N/A

(1,681)
589

1,123,958

N/A
N/A

90,352

N/A
N/A

109,087

N/A
N/A

127,826

N/A
N/A

146,565

N/A
N/A

165,299

Payables for acquisition of properties


So Caetano Land
Others

IGPM + 3%
N/A

27,636
269
27,905

1,581
N/A
1,581

1,957
N/A
1,957

2,332
N/A
2,332

2,708
N/A
2,708

3,084
N/A
3,084

Debentures
Debentures

CDI + 1.01%

310,724

20,228

28,773

37,318

45,863

54,408

310,724

20,228

28,773

37,318

45,863

54,408

1,462,587

112,161

139,817

167,476

195,136

222,791

Total

179

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

Consolidated
Fee of
compensation

Balance as of
06/30/14

Decrease
of 50%

Decrease
of 25%

Scenario
probable

Increase
of 25%

Increase
of 50%

TJLP +3.53%
4.5% p.a.
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% of
CDI
CDI + 1.00%
CDI + 1.48%
110% of CDI
110% of CDI
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

765
15
94,371
985
4,254
67,434
27,223
868
1,643
44,792
69,041
3,466
111,827
292,421

46
1
5,549
39
106
3,925
3,490
22
64
4,169
6,192
356
11,203
29,296

56
1
6,729
52
160
4,768
3,930
33
85
4,229
6,284
361
11,353
29,686

65
1
7,908
64
213
5,611
4,369
43
105
4,290
6,377
365
11,503
30,080

75
1
9,088
76
266
6,453
4,809
54
126
4,350
6,470
370
11,653
30,472

84
1
10,268
88
319
7,296
5,249
65
147
4,410
6,562
374
11,803
30,865

104,283
302,289
609
165,638
50,926
197,398
192,026
(1,344)
(406)
(7,981)
(5,989)
(4,517)
(785)
(1,681)
(173)
(186)
(5,147)
(5,008)
589

6,295
19,649
43
10,021
3,081
17,703
17,221

9,442
27,962
59
15,032
4,622
17,968
17,479

12,590
36,275
76
20,042
6,162
18,233
17,737

15,737
44,588
93
25,053
7,703
18,498
17,994

18,884
52,901
109
30,063
9,243
18,762
18,252

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
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

1,699,646

138,471

160,291

182,109

203,929

225,745

Loans and financing


BNDES - PKS Exp
BNDES - PKS Exp
BNDES - JDS
BNDES - JDS
BNDES - JDS
BNDES-CGS
BNDES-CGS
BNDES-CGS
BNDES-CGS
Real BSS
Real 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 Santander DTIY
Banco do Santander DTIY
Funding costs - Banco Itau - PSC
Funding costs - Real BHS Exp V
Funding costs - BNDES Jundia
Funding costs - Ita Village Mall
Funding costs - CGS
Funding costs - Banco do Brasil
Funding costs - Banco do Brasil
Funding costs - Bradesco MTE
Funding costs - DTIY
Funding costs - GTIY
Funding costs - Ita MTE
Cia Real de Distribuio

Payables for acquisition of


properties
So Caetano Land
Land - Quadra H
Canoas Land
Others

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

27,636
27,175
15,656
269
70,736

1,581
627
506
N/A
2,714

1,957
664
759
N/A
3,380

2,332
701
1,011
N/A
4,044

2,708
738
1,264
N/A
4,710

3,084
775
1,517
N/A
5,376

Debentures

CDI + 1.01%

310,724

20,228

28,773

37,318

45,863

54,408

310,724

20,228

28,773

37,318

45,863

54,408

161,412

192,442

223,471

254,501

285,531

Total:

2,081,106

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 period ended June 30, 2014, the Companys financial assets and liabilities generated a net
financial loss of R$ 77,973.

180

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

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 revenues negatively impacting the Companys net financial result.

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:
Individual

Up to one year

From one
to three years

More than
three years

Total

Financial investments
Loans and financing
Payables for acquisition of properties
Debentures

45,163
(50,669)
(23,850)
(10,724)

(413,963)
(4,055)
(100,000)

(542,222)
(200,000)

45,163
(1,006,854)
(27,905)
(310,724)

Total

(40,080)

(518,018)

(742,222)

(1,300,320)

June 30, 2014

Consolidated

Up to one year

From one
to three years

More than
three years

Total

Financial investments
Loans and financing
Payables for acquisition of properties
Debentures

45,621
(93,702)
(40,734)
(10,724)

(575,209)
(30,002)
(100,000)

(833,015)
(200,000)

45,621
(1,501,926)
(70,736)
(310,724)

Total

(99,539)

(705,211)

(1,033,015)

(1,837,765)

June 30, 2014

25.9

Category of the main financial instruments


Individual
06.30.14

12.31.13

06.30.14

12.31.13

45,163

120,651

45,621

121,120

206,162
14,387

225,255
14,818

312,100
15,414

298,582
16,088

1,123,958

1,175,725

1,699,646

1,778,775

27,905
310,724

38,669
309,658

70,736
310,724

70,077
309,658

Available-for-sale financial assets


Financial investments
Financial assets classified as loans and receivables measured
at amortized cost .
Accounts receivable
Accounts receivable from related parties
Financial liabilities classified as loans and receivables
measured at amortized cost .
Loans and financing

Consolidated

Payables for acquisition of properties


Debentures

181

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

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. However, considerable judgment was required in interpreting market data to
produce the estimate of fair value, if possible more appropriate. As a result, the estimates below
do not necessarily indicate the amounts that could be realized in the current exchange market.
The use of different market methodologies may have a significant effect on the estimated
realizable values.
The determination of fair value of financial assets and liabilities is as follows:

Short-term investments: short-term investments are floating rate instruments and, therefore, their
carrying balances already reflect their fair values,

Trade receivables the amounts of accounts receivable recorded in the balance sheet are
approximately their respective assets fair values at market rates.

Payables for acquisition of properties - as there are no available data on transactions of sale of
payables for purchases of goods and the Company and its subsidiaries did not perform such
operations, it is not possible to determine the fair value of financial instruments.

Borrowings and financing and debentures: flows projected payments in accordance with the
contractual rates of each transaction, measured at present value in accordance with applicable
market rates at the balance sheet date. The fair value at June 30, 2014 totals R $ 1,454,916 and R$
1,998,811consolidated.
Financial instruments measured at fair value are grouped into specific categories (level 1, 2 and
3) according to the corresponding observable level of fair value:

Measurements of the fair value of level 1 are obtained from quoted prices (unadjusted) in active
markets for identical assets or liabilities.

Measurements of the fair value of level 2 are obtained by means of the variables in addition to the
quoted prices included the level 1 that are observed for the asset or liability either directly (as
prices) or indirectly (derived from prices).

Measurements of the fair value of level 3 are obtained from non-observable market variables.
Management believes that the fair values applicable to the Company's financial instruments
were classified as Level 2.

182

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

26

Earnings per share


Basic earnings per share are calculated by dividing profit attributable to the holders of common
and preferred shares of the Parent by the weighted average number of common and preferred
shares, excluding treasury shares, which are outstanding during the year. The Company opted to
include preferred shares in the calculation because of right of preferred shareholders to
dividends equivalent to those paid to common shareholders. Diluted earnings per share are
calculated by dividing profit attributable to the holders of common and preferred shares of the of
the Parent by the weighted average number of common shares outstanding during the year plus
the weighted average number of common shares that would be issued in converting all potential
diluted common shares into common shares (average market price - adjusted option price). The
Companys exercisable options under the stock option plan were included as dilutive shares.
The table below shows information on profit and shares used to calculate basic and diluted
earnings per share:
June 30, 2014
Individual Consolidated
A
B
C = Average (Between
A and B)
D
E
E/C
E/(C+D)

27

June 30, 2013


Individual

Consolidated

Weighted average of shares issued


Weighted average of Treasury shares

189,997,214
2,390,794

189,997,214
2,390,794

184,597,215
977,229

184,597,215
977,229

Average shares
Diluted
Net income of the period attributable
to owners of the Company
Profit/share
Profit/share adjusted

187,606,420
234,417

187,606,420
234,417

183,619,986
301,550

183,619,986
301,550

R$ 175,236
R$0.9341
R$0.9329

R$ 175,679
R$0.9364
R$0.9352

R$140,399
R$0.7646
R$0.7634

R$140,755
R$0.7665
R$0.7653

Insurance
The Company maintains an insurance program for the shopping centers with CHUBB do Brasil
Cia, de Seguros, which is effective from November 30, 2013 to November 30, 2014 (Insurance
Program). The Insurance Program provides for three insurance policies for each development
as follows: (a) one covering property risks in the comprehensive real estate risk portfolio (b) one
covering general civil liability for commercial establishments and (c) one covering general civil
liability for safekeeping of vehicles. Risk coverage is subject to the conditions and exemptions
provided for in the respective policies, amongst which is exemption for damages arising from
acts of terrorism. In addition, the Company took out engineering risk policies for expansion,
refurbishment, restoration or construction activities to ensure the implementation of the
respective developments.
In addition to the policies under the Insurance Program, the Company took out a general civil
liability insurance policy in the Companys name in an insured amount above that taken for each
shopping mall. The policy is intended to protect the equity of shareholders against third-party
claims.
Additionally, the Company has 3 D&O insurance policies under 1st, 2st and 3rd risk regime, from
Chubb do Brasil Cia, de Seguros, Ace Seguradora and Liberty Paulista Seguros. These policies
are effective from July 4, 2014 to July 4, 2015.

183

Multiplan Empreendimentos Imobilirios S.A.


Quarterly Information
As of June 30, 2014

184

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