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KPDS 93067
Contents
Management report
44
Balance sheets
47
Statements of operations
51
53
54
56
61
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
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
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%
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$70.0
million before taxes.
44
FUTURE GROWTH
Announced: the signing of a land swap agreement for a 111 thousand m land plot, which should be used
for the development of a new shopping center, in Parque Global, a mixed use real estate project in the south area of
So Paulo.
th
Canoas, state of Rio Grande do Sul. It will have 48.0 thousand m in GLA in its first phase.
Delivered: in June, 2014, the Expansion VII in BarraShopping added 51 new stores. The total GLA of the
BarraShopping Complex, which includes New York City Center, reaches 101.0 thousand m, and has 760 operations.
Recent Event
By the date this report was published, Morumbi Corporate had 65.0% of its GLA leased.
1
Total shares on June, 30th, 2014 net of stocks held in treasury, totaling 187,873,311 shares.
45
1.
(R$'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%
28,543
26,612
7.3%
54,396
40,723
33.6%
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%
Gross Revenue
298,268
262,840
13.5%
582,220
508,763
14.4%
(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%
(2,540)
na
(5,969)
na
(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%
406
(235)
na
11,415
(685)
na
Stock-option expenses
Shopping centers expenses
(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%
(40,059)
(29,295)
36.7%
(79,351)
(57,399)
38.2%
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%
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%
88.6%
83.4%
523 b.p
87.9%
85.7%
222 b.p
178,635
148,923
20.0%
361,287
311,194
16.1%
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.
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
th
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
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
94%
317,755 m
90%
18,721 m
ParkShoppingSoCaetano
36,948 m
140,000 m
RibeiroShopping
138,000 m Office
102,295 m
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
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%
(1999)
51.1 M
48.9 M
4.6%
109.2 M
106.8 M
2.3%
(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%
(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%
(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%
(2013)
55.4 M
Total
n.a.
104.8 M
6.7%
9.7%
-.
n.a.
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.
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
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%
Multiplan TenantsSales
22.1%
Miscellaneous
18.9%
6.6%
Apparel
19.2%
(0.3%)
22.4%
(5.1%)
2.5%
(6.3%)
18.3%
1.4%
Services
Total
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%
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%
52
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%).
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
Spreadsheet
on
Multiplans
investor
relations
website
(www.multiplan.com.br/ir).
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
54
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%
(1999)
1.8 M
1.7 M
5.2%
3.4 M
3.5 M
4.1%
(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%
(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%
(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%
(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.
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.
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%.
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%
(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.
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%
241.0 M
207.2 M
16.3%
466.0 M
414.2 M
12.5%
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
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.
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.
2Q14
2Q13
Chg. %
1H14
1H13
Chg. %
Operational (Recurring)
1.0 M
3.7 M
74.0%
2.2 M
6.7 M
66.7%
8.5 M
10.5 M
18.4%
17.5 M
20.2 M
13.5%
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.
59
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.
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%
(2.5 M)
na
(6.0 M)
na
(2.5 M)
(1.2 M)
109.2%
(8.8 M)
(5.6 M)
58.7%
(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
(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. %
259.6 M
236.2 M
9.9%
512.1 M
468.0 M
9.4%
(22.5 M)
(22.8 M)
1.7%
(46.2 M)
(44.0 M)
5.0%
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%
(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
Chg. %
Current Liabilities
251.8 M
246.0 M
2.4%
200.4 M
202.5 M
1.0%
Debentures
10.7 M
2.4 M
351.2%
40.7 M
41.1 M
1.0%
1,873.0 M
1,912.3 M
2.1%
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$41.8 million in short term bank debt; which were offset mainly by (iii)
cash generation of current operations.
The increase in EBITDA LTM (5.9% vs 1.3% Net Debt, when compared to 1Q14) contributed to change the net
debt-to-EBITDA (LTM) ratio from 2.94x in 1Q14, to 2.81x in 2Q14. Gross debt-to-EBITDA (last 12 months)
decreased from 3.33x in 1Q14, to 3.10x in 2Q14. The weighted average maturity of the company debt at the end of
2Q14 was of 48 months, compared to 45 months in 2Q13 and 50 months in 1Q14.
Jun. 30th, 2014
2.81x
2.94x
3.10x
3.33x
3.82x
3.76x
12.5%
12.8%
Net Debt/Equity
48.9%
48.9%
48
50
Multiplan funding costs remain below Selic, 50 bps inside the curve
While the basic interest rate increased 25 bps in the quarter to 11.00%, weighted average cost-of-debt increased
th
st
only 9 bps to 10.50% p.a. on June 30 , 2014, up from 10.41% p.a. on March 31 , 2014, presenting an increase in
the spread between the companys weighted average cost of funding and Selics basic interest rate of 50 bps.
th
On a 12-month basis, weighted average cost-of-debt increased by 130 bps, up from 9.2% p.a. on June 30 , 2013,
th
th
while the basic interest rate increased 300 bps, from 8.00% p.a. on June 30 , 2013, to 11.00% p.a. as of June 30 ,
62
2014. For illustration purposes only, in 4Q11 when the Selic rate was also 11.0% p.a., the companys funding cost
was 8 bps higher than Selic, and now it is 50 bps below.
th
Average
Interest Rate
Cost of
Debt
Gross Debt
(R$)
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
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)
(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%
Shares outstanding at the end of each period, adjusted for shares held in treasury.
63
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
49.38
55.61 11.2%
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%
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%
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%
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%
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
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
TBA
RS
51.1%
4,204 m
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%
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
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%
98.00%
CAA - Corretagem
Imobiliria Ltda. *
100.0%
CAA - Corretagem e
Consultoria
Publicitria Ltda. *
Multiplan Arrecadadora
Ltda *
100.0%
100.0%
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%
100.0%
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%
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%
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%
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
2Q14
2Q13
Chg.%
1H14
1H13
Chg.%
298,268
262,840
13.5%
582,220
508,763
14.4%
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%
14.7
13.3
11.0%
28.5
26.7
6.6%
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%
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
68
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%
45.80
57.89
20.9%
53.98
49.40
9.3%
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
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%
20.0 x
20.8 x
3.8%
20.0 x
20.8 x
3.8%
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%
Performance
Operational (100%)
2Q14
2Q13
Chg.%
1H14
1H13
Chg.%
762,429
698,528
9.1%
762,429
698,528
9.1%
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
744,268
684,857
8.7%
743,329
684,740
8.6%
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%
9.4%
5.8%
360 b.p.
8.8%
6.8%
12.0%
5.7%
630 b.p.
10.7%
7.1%
10.1%
8.0%
210 b.p.
8.4%
10.1%
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%
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.
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
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
(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)
(2,540)
(2,540)
(5,969)
(5,969)
(2,493)
(2,493)
(8,827)
(8,827)
(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)
(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)
(39,050)
(40,059)
(1,009)
(77,424)
(79,351)
(1,926)
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
(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).
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)
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%
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
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%
(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
(23,879)
(33,853)
(2,540)
(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%
105.0%
Equity pickup
2,590
(368)
na
14,397
(1,534)
na
(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%
(39,076)
(29,011)
34.7%
(77,450)
(56,824)
36.3%
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
73
(R$'000)
NOI
NOI margin
2Q14
2Q13
Chg. %
1H14
1H13
203,931
89.5%
Chg. %
158,172
28.9%
390,992
326,953
19.6%
82.4%
715 b.p
89.1%
84.9%
419 b.p
213,030
172,287
23.6%
409,923
353,785
15.9%
89.9%
83.6%
634 b.p
89.5%
85.9%
366 b.p
175,788
148,920
18.0%
356,254
311,719
14.3%
390 b.p
75.3%
70.1%
525 b.p
77.7%
73.8%
186,306
148,801
25.2%
381,424
307,898
23.9%
69.4%
62.9%
644 b.p
73.0%
67.1%
599 b.p
93,375
70,333
32.8%
175,635
140,755
24.8%
34.8%
29.7%
502 b.p
33.6%
30.7%
298 b.p
104,802
80,095
30.8%
194,143
153,945
26.1%
39.0%
33.9%
515 b.p
37.2%
33.5%
366 b.p
143,878
109,106
31.9%
271,593
210,769
28.9%
53.6%
46.1%
743 b.p
52.0%
45.9%
611 b.p
74
(R$'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%
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
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%
(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%
(2,540)
na
(5,969)
na
(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%
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%
(40,059)
(29,295)
36.7%
(79,351)
(57,399)
38.2%
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
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%
88.6%
83.4%
523 b.p
87.9%
85.7%
222 b.p
178,635
148,923
20.0%
361,287
311,194
16.1%
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
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%
6,477,252
6,451,955
0.4%
77
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
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
81
82
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
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
1,543,196
3,355,764
27,932
345,285
1,401,793
3,312,265
11,164
342,254
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
83
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
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
141,623
4,731,454
34,005
345,761
134,726
4,661,564
17,371
342,720
5,731,765
5,606,700
Total assets
6,424,775
6,397,648
Assets
84
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
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
-
1,489,541
1,545,274
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
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
85
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
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
2,034,512
2,094,552
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
6,424,775
6,397,648
Liabilities
Non-controlling interests
86
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)
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
(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
0.9341
0.7646
0.9329
0.7634
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
(74,244)
(145,354)
(68,141)
(123,681)
Gross profit
194,363
376,810
168,356
335,510
(31,586)
(56,051)
(32,119)
(51,954)
(6,253)
(13,867)
(9,786)
(16,279)
(2,493)
(8,827)
(818)
(4,306)
(2,288)
(6,001)
(3,091)
(5,600)
(3,540)
(6,625)
(2,441)
(4,765)
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)
(15,220)
(50,322)
(21,543)
(51,859)
93,399
175,679
70,352
140,781
Attributable to:
Owners of the Individual
Non-controlling interests
23
43
19
26
93,376
175,636
70,333
140,755
88
0.9364
0.7665
0.9352
0.7653
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
Consolidated
04/01/2014 to
06/30/2014
01/01/2014 to
06/30/2014
(Restated)
(Restated)
93,399
175,679
70,352
140,781
93,399
175,679
70,352
140,781
23
93,376
43
175,636
19
70,333
26
140,755
89
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)
4,765
-
(58,726)
-
58,726
(58,726)
(45,000)
140,399
4,765
(58,726)
(45,000)
140,399
2,388,062
(37,156)
56,898
186,548
715,566
55,664
514,618
(58,266)
(89,996)
95,399
3,827,337
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
90
- 69,861
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
471
(471)
115
115
115
(16,140)
(16,140)
(16,140)
(52,430)
(52,430)
(52,430)
(11,024)
31,572
20,548
20,548
4,765
4,765
4,765
(58,726)
58,726
(58,726)
(58,726)
(58,726)
(45,000)
(45,000)
(45,000)
140,755
140,755
26
140,781
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
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
469
(469)
69
69
69
Non-controlling interests
2,605
2,605
(5,435)
- -
21,932
16,497
16,497
(6,171)
(6,171)
(6,171)
6,625
6,625
6,625
(70,000)
(70,000)
(70,000)
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
91
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
(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)
253,423
228,900
92
06/30/2013
(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)
(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
(54,639)
(195,653)
136,571
81,932
309,524
113,871
(54,639)
(195,653)
93
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
(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)
259,721
194,236
94
06/30/2013
(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)
(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
(68,756)
(216,767)
210,479
141,723
388,977
172,210
(68,756)
(216,767)
95
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)
366,244
332,682
Retentions
Depreciation and amortization
(56,450)
(42,373)
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
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
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)
396,603
416,630
Retentions:
Depreciation and amortization
(77,450)
(56,822)
319,153
359,808
14,397
18,107
(1,534)
23,064
32,504
21,530
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
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
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
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.
b.
c.
d.
e.
f.
g.
99
h.
i.
j.
k.
l.
m.
n.
o.
p.
q.
r.
100
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
2
2.1
a.
The consolidated financial statements, prepared in accordance with the International Financial
Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB)
101
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
102
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
Corporate Name
Direct
Indirect
Direct
Indirect
99.99
99.99
99.00
99.00
99.61
50.00
99.99
100.00
99.99
99.99
99.99
99.99
99.99
99.99
99.99
100.00
99.99
99.99
99.99
99.99
87.00
99.90
99.90
99.90
99.90
99.99
99.99
99.90
99.90
99.00
99.00
50.00
-
99.99
99.99
99.00
99.00
99.61
50.00
99.99
100.00
99.99
99.99
99.99
99.99
99.99
99.99
99.99
100.00
99.99
99.99
99.99
99.99
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)
(c)
In 2012, this company was not operating. The companys operation start-up occurred in the first quarter of 2013.
(d)
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
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.
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
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
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
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
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.
(ii)
Financial liabilities
Financial liabilities are classified as financial liabilities at fair value through profit or loss,
107
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.
2.9
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
2.12
2.13
Lease
109
10 years
25 years
5 to 10 years
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
2.17
2.18
110
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
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
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
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
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%
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
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
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
2.29
2.30
114
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.
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
position and results of operations using the equity method of accounting for such investments.
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
Individual
Consolidated
Individual
Consolidated
45,163
45,621
120,651
121,120
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
Trade receivables
June 30, 2014
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
(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
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)
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
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
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
(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
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
Consolidated
(Restated)
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
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
(*)
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
5
5.1
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)
2,535
2,722
2,550
2,882
Accounts receivable
Multiplan Administradora de Shopping Centers Ltda. (e)
6,156
6,984
6,156
6,984
8,691
2,722
9,534
2,882
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)
Investments
Advances for future capital increase
Parque Shopping Macei S.A.
121
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
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)
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
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
(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)
(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
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
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
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
Completed properties
Properties under construction
Current
Non-Current
Consolidated
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
125
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
(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
(468,238)
(566,422)
(424,610)
(475,440)
(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)
(143,338)
(137,019)
(124,235)
(118,511)
(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)
(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
(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
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
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)
(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
16,506
7,100
8,939
4,120
Total
(9,767)
(2,358)
(12,828)
(3,716)
(647)
(9,120)
(2,358)
(6,321)
(6,507)
(1,373)
(2,343)
(9,767)
(2,358)
(12,828)
(3,716)
Description
Income tax
127
Individual
January 01, 2013 to June 30,
2013
Income tax
Social
Contribution
216,719
216,719
183,137
183,137
25%
9%
25%
9%
(54,180)
(19,505)
(45,784)
(16,482)
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
22,843
9,359
13,725
5,803
Total
(31,337)
(10,146)
(32,059)
(10,679)
(16,788)
(14,549)
(5,592)
(4,554)
(23,000)
(9,059)
(7,417)
(3,262)
(31,337)
(10,146)
(32,059)
(10,679)
Description
Income tax
Consolidated
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
128
Consolidated
Description
Income tax
226,001
Tax Rate
25%
Nominal rate
Social
Contribution
226,001
9%
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)
(23,393)
(13,609)
(8,422)
(4,898)
(28,433)
(9,677)
(10,236)
(3,513)
(37,002)
(13,320)
(38,110)
(13,749)
129
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
Net income(loss)
For the period
Equity
Net
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
9.1
Investees
Investments
CAA Corretagem e Consultoria Publicitria S/C Ltda.
CAA Corretagem Imobiliria Ltda.
RENASCE - Rede Nacional de Shopping Centers Ltda.
SCP - Royal Green Pennsula
Multiplan Admin. Shopping Center
MPH Empreendimentos Imobilirios Ltda.
Manati Empreendimentos e Participaes S.A.
Parque Shopping Macei S.A.
Ptio Savassi Administrao de Shopping Center Ltda.
Danville SP Empreendimento Imobilirio Ltda.
Multiplan Holding S.A.
Embraplan Empresa Brasileira de Planejamento Ltda.
Ribeiro Residencial Emp Im Ltda.
Morumbi Business Center Empreendimento Imobilirio Ltda.
Barra Sul Empreendimento Imobilirio Ltda.
Multiplan Greenfield I Emp.Imobiliario Ltda.
Multiplan Greenfield II Empreendimento Imobilirio Ltda.
Multiplan Greenfield III Empreendimento Imobilirio Ltda.
Multiplan Greenfield IV Empreendimento Imobilirio Ltda.
Parkshopping Campo Grande Ltda.
Jundia Shopping Center Ltda.
Parkshopping Corporate Ltda.
Multiplan Arrecadadora
Parkshopping Global Ltda.(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
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
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
( 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
9.2
9.3.
Capital
Reduction
AFAC
Capitalization
Write- offs
Equity
In subsidiaries
06/30/2014
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
48,800
(35,800)
(4,000)
9,000
48,800
(35,800)
(4,000)
9,000
134,726
(3,500)
(4,000)
14,397
141,623
(*)
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
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
-
497,215
1,815,111
288,738
545,000
222,970
134
Non-current
assets
Current
assets
Non-current
liabilities
Net
Income
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
-
506,156
1,765,741
362,446
555,290
386,733
(a)
(b)
(c)
(d)
The result of the subsidiary Morumbi Bussiness Center Empr.Imob.Ltda., is basically the equity income for the participation of 50% in the subsidiary
MPH Empreendimentos Imobilirios Ltda.
9.4.
135
Manati Empreendimentos
Participaes S.A.
June 30,2014
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
Non-current:
Securities
Escrow Deposits
Trade receivables
Deferred income and social contribution taxes
Others
Investment property
Intangible
Total Assets
5.337
4.596
917
1.426
607
479
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
Manati Empreendimentos
Participaes S.A.
Equity:
Share capital
Advances for future capital increase
Accumulated deficit
June 30,2014
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
Statement of Operations
Net income
Gross profit
3.603
3.882
11.813
(3.082)
(3.216)
(5.666)
521
666
6.147
(61)
(58)
(126)
(260)
(41)
(2.512)
44
(4)
Financial result
336
348
6.150
(2.516)
271
306
(2.921)
438
(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
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
3.53%
6.02%
0.77
205 p.b.
43 p.b.
3.53%
6.02%
0.77
205 p.b.
43 p.b.
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
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
12,496,223
397,198
11,749,031
122,709
346,609
Total
12,893,421
12,218,349
Consolidated
(*)
June
2014
December
2013
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
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
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
11
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
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
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
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
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
(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
13
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)
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
Average
annual
interest rate
June 30, 2014
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
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
(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
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
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
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
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
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$100.000
This agreement includes non-financial covenants for accelerated maturity that includes among others:
(i)
that the company does not transfer control without the waiver of the creditor, except for legal succession;
(ii)
that the company does not fail to perform, at the relevant date and manner, any non-pecuniary obligation to the lender by virtue of this note, provided that it
is not solved within a period of thirty business days counted from the notice sent by lender to borrower in this regard.
There are no financial covenants herein.
150
(o)
On August 07, 2013, the subsidiaries Multiplan Greenfield II Empreendimento Imobilirio Ltda and Multiplan Greenfield IV Empreendimento Imobilirio
Ltda signed with Banco Santander S.A. a loan agreement to finance the construction of the project Morumbi Corporate, located in So Paulo. The total
contracted amount was R$ 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
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
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$10. The transaction will be repaid in two
151
equal installments at the end of the fourth and fifth year with bear semi-annual interest. The
final issuance price was set on September 30, 2011 through a book building procedure with
remuneration set at 100% of the accumulated fluctuation of average daily DI rates increased on
a compounded basis by a spread or surcharge of 1.01% p.a. The total debentures transaction cost
was R$ 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
16
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)
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
The noncurrent portion for payables for acquisition of properties matures as follow:
June 30, 2014
2015
2016
2017
17
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
INSS payable
PIS and COFINS payable
ISS payable
IR and CS payable
Other
18
18.1
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
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
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
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
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.
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
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.
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
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
Deposits made in this process were raised by the Company in April this year in the amount of R $ 3,231.
19
Current
Non-Current
(a)
20
a.
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
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
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.
e.
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
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.
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
2013
283,942
(14,197)
269,745
67,436
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.
162
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
(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$48,03,
adjusted for inflation based on the IPCA, as from the grant date up through the option exercise
date.
The grants described in items (ii), (iii), (iv), (v), (vi), (vii) and (viii) and (ix) follow the criteria
set in the Stock Option Plan described above. Plan 1 follows the parameters described in item
(i).
164
On January 7, 2010, the Chief Executive Officer Mr. Jos Isaac Peres. Additionally, in 2010,
2011, 2012, 2013 and in the second quarter of 2014, certain holders exercised 3,212,197 stock
options related to plans 2, 3, 4, 5, 6 and 7, All options were settled through delivery of the
Companys common shares. The settlement of all options was exercised by means of delivery of
common shares of the company. Accordingly, as at June 30, 2014, the shares comprising the
balance of the stock options granted by the Company totaled 6,599,259 shares, which
correspond to 3,47% of total shares.
The vesting periods to exercise the options are as follows:
% of options
liberated for
the fiscal
year
Quantity of
Maximum exercised options
quantity of
until June 30,
shares (*)
2014
100%
1,497,773
1,497,773
33.4%
33.3%
33.3%
32,732
32,634
32,634
32,732
32,634
32,634
33.4%
33.3%
33.3%
312,217
311,288
311,295
312,223
311,288
311,288
33.4%
33.3%
33.3%
419,494
418,246
418,260
392,617
379,127
325,371
33.4%
33.3%
33.3%
322,880
321,927
319,487
292,939
251,737
105,846
33.4%
33.3%
33.3%
433,228
425,277
425,285
264,555
88,797
-
33.4%
33.3%
33.3%
443,532
442,210
442,218
12,700
-
33.4%
33.3%
33.3%
557,629
555,960
555,961
33.4%
33.3%
33.3%
739,659
737,445
737,446
Number of shares canceled due to the termination of the Companys employees before the minimum option exercise
term.
165
The average weighted fair value of call options on grant dates, as described below, was
estimated using the Black-Scholes option pricing model, based on the assumptions listed below:
Price
for the Fiscal
Year(R$)
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$8.55
The volatility used in the model was based on the standard deviation of historical MULT3, or in
a panel of companies of the sector, in accordance with the stock fluctuation availability and
consistency presented in the market and in the appropriate period. The dividend yield was based
on Companys internal models considering the maturity of each option. The company did not
consider the options anticipated exercise and any market condition other than the assumptions
above.
166
Number
Total of granted options
on December 31, 2012
on December 31, 2013
on June 30, 2014
(*)
(**)
Unit
Price**
(R$)
7,398,395
9,028,970
11,243,520
30.92
36.29
38.74
1,347,960
1,669,550
2,214,550
45.62
60.25
48.70
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
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
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
21
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
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
(25,574)
(52,067)
(25,317)
(47,600)
268,607
522,164
236,497
459,191
168
22
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
(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.
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
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)
01/01/2014 to
06/30/2014
04/01/2013 to
06/30/2013
01/01/2013 to
06/30/2013
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
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
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.
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
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.
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
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
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
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
174
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
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
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
175
25.4
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
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
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
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
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
Consolidated
Balance
as of
06/30/14
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
CDI +1%a.a
110% CDI
1,025
1,544
1
93
1
140
1
187
1
234
2
280
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
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
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
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
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
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
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)
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)
25.9
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
Consolidated
181
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
26
27
Consolidated
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
184