Escolar Documentos
Profissional Documentos
Cultura Documentos
Empreendimentos
Imobilirios S.A.
Quarterly information - ITR
September 30, 2016
KPDS 165960
Contents
Report on the review of quarterly information - ITR
Balance sheets
Statements of income
10
12
13
15
19
23
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), for the quarter ended September
30, 2016, which comprise the statement of financial position ended September 30, 2016
and related statements of income or loss, of comprehensive income for the three and ninemonth periods then ended, the changes in shareholders' equity and in cash flows for the
nine-month period then ended, including explanatory notes.
Management is responsible for the preparation of the individual interim financial information
in accordance with the Accounting Pronouncement CPC 21(R1) - Interim Financial
Information and consolidated interim financial information in accordance with CPC 21(R1)
and International Financial Reporting Standards IAS 34 - Interim Financial Reporting,
applicable to real estate companies in Brazil, 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.
KPMG Auditores Independentes, uma sociedade simples brasileira e firmamembro da rede KPMG de firmas-membro independentes e afiliadas KPMG
International Cooperative (KPMG International), uma entidade sua.
KPMG Auditores Independentes, uma sociedade simples brasileira e firmamembro da rede KPMG de firmas-membro independentes e afiliadas KPMG
International Cooperative (KPMG International), uma entidade sua.
Other matters
Interim information of added value
We also reviewed the individual and consolidated Statements of value added for the nine
months period ended September 30, 2016, prepared under the responsibility of the
Company`s management, for which presentation is required in the interim information in
accordance with the standards issued by the Brazilian Securities and Exchange
Commission applicable to the preparation of interim financial information, and considered
as supplementary information by IFRS, which does not require the presentation of the
statements of value added. These statements were subjected to the same review
procedures described previously and, based on our review, we are not aware of any fact
that might lead us to believe that they were not prepared, in all material respects, in
accordance with the individual and consolidated interim accounting information, taken as a
whole.
KPMG Auditores Independentes, uma sociedade simples brasileira e firmamembro da rede KPMG de firmas-membro independentes e afiliadas KPMG
International Cooperative (KPMG International), uma entidade sua.
Parent company
09/30/2016
12/31/2015
Current assets
Cash and cash equivalents (Note 3)
Financial Instruments (Note 3)
Accounts receivable (Note 4)
Land and properties for sale (Note 7)
Accounts receivable from related parties (Note 5)
Taxes and social contributions recoverable (Note 6)
Sundry advances
Deferred costs (Note 19)
Other
72,054
527,704
173,466
5,972
6,637
4,597
1,293
23,138
9,714
115,137
163,594
189,008
3,356
5,481
7,151
1,155
24,120
12,229
824,575
521,231
42,720
74,406
10,887
14,704
47,406
10,970
46,299
57,000
12,096
10,106
56,962
10,756
201,093
193,219
1,962,469
3,331,947
24,710
347,893
1,796,130
3,373,614
25,147
349,806
5,868,112
5,737,916
Total assets
6,692,687
6,259,147
Assets
Non-current assets
Accounts receivable (Note 4)
Land and properties for sale (Note 7)
Accounts receivable from related parties (Note 5)
Judicial deposits (Note 18.2)
Deferred costs (Note 19)
Other
Investments (Note 9)
Investment properties (Note 10)
Property, plant and equipment (Note 11)
Intangible assets (Note 12)
12/31/2015
123,790
547,072
254,465
69,815
6,636
7,969
5,006
32,553
21,130
159,000
213,312
267,072
72,527
3,873
10,149
8,068
30,716
21,718
1,068,436
786,435
120,547
234,031
11,329
17,050
14,509
81,562
20,292
135,422
212,160
12,657
12,521
16,375
77,361
21,348
499,320
487,844
128,526
5,378,023
30,190
348,472
127,997
5,230,704
30,841
350,438
6,384,531
6,227,824
Total assets
7,452,967
7,014,259
Assets
Current assets
Cash and cash equivalents (Note 3)
Financial Instruments (Note 3)
Accounts receivable (Note 4)
Land and properties for sale (Note 7)
Accounts receivable from related parties (Note 5)
Taxes and social contributions recoverable (Note 6)
Sundry advances
Deferred costs (Note 19)
Other
Total current assets
Non-current assets
Accounts receivable (Note 4)
Land and properties for sale (Note 7)
Accounts receivable from related parties (Note 5)
Judicial deposits (Note 18.2)
Deferred income and social contribution taxes (Note 8)
Deferred costs (Note 19)
Other
Investments (Note 9)
Investment properties (Note 10)
Property, plant and equipment (Note 11)
Intangible assets (Note 12)
12/31/2015
81,327
47,636
269
12,747
81,341
27,842
27,027
4,904
81,713
49,536
269
29,849
115,783
40,300
12,031
6,165
283,093
335,646
Non-current liabilities
Loans and financing (Note 13)
Debentures (Note 15)
Provision for risks (Note 18.1)
Deferred income and social contribution taxes (Note 8)
Deferred income (Note 19)
Phantom Stock Options
Other
1,417,110
398,220
9,398
164,160
43,838
14,357
-
1,134,005
398,223
8,395
156,920
44,098
597
4
2,047,083
1,742,242
2,388,062
(39,004)
982,078
1,053,637
(63,245)
(89,996)
130,979
2,388,062
(39,003)
972,873
1,053,637
(104,314)
(89,996)
-
4,362,511
4,181,259
6,692,687
6,259,147
Liabilities
Current liabilities
Loans and financing (Note 13)
Accounts payable (Note 14)
Property acquisition obligations (Note 16)
Taxes and contributions payable (Note 17)
Interest on shareholders equity (Note 20.c)
Deferred income (Note 19)
Debentures (Note 15)
Other
Total current liabilities
12/31/2015
Liabilities
Current liabilities
Loans and financing (Note 13)
Accounts payable (Note 14)
Property acquisition obligations (Note 16)
Taxes and contributions payable (Note 17)
Interest on shareholders equity (Note 20.c)
Deferred income (Note 19)
Debentures (Note 15)
Other
167,187
88,376
32,010
29,319
81,341
38,986
27,027
5,361
164,994
87,864
52,950
47,003
115,783
52,190
12,031
7,443
469,607
540,258
Non-current liabilities
Loans and financing (Note 13)
Property acquisition obligations (Note 16)
Debentures (Note 15)
Provision for risks (Note 18.1)
Deferred income and social contribution taxes (Note 8)
Deferred income (Note 19)
Phantom Stock Options
1,931,086
17,907
398,220
14,461
170,915
67,591
14,357
1,597,816
40,027
398,223
9,292
167,406
73,239
597
2,614,537
2,286,600
2,388,062
(39,004)
982,078
1,053,637
(63,245)
(89,996)
130,979
2,388,062
(39,003)
972,873
1,053,637
(104,314)
(89,996)
-
4,362,511
4,181,259
6,312
6,142
4,368,823
4,187,401
7,452,967
7,014,259
Non-controlling interests
1/1/20169/30/2016
7/1/20159/30/2015
1/1/20159/30/2015
207,519
628,665
201,552
596,242
(43,793)
(124,535)
(37,082)
(104,057)
Gross income
163,726
504,130
164,470
492,185
(32,478)
(99,192)
(31,627)
(88,779)
(1,245)
(793)
(225)
(4,743)
(1,361)
(393)
(2,231)
(781)
(260)
(4,487)
(2,633)
(869)
(7,143)
(18,884)
(2,861)
(9,812)
11,330
(2,850)
(917)
33,295
(8,363)
7,707
11,652
(2,848)
(5,346)
32,523
(8,760)
(4,336)
129,405
(43,636)
412,196
(121,574)
130,168
(42,520)
405,032
(112,100)
85,769
290,622
87,648
292,932
(29,109)
1,413
(57,404)
(7,239)
(23,489)
(3,673)
(53,278)
(11,100)
(27,696)
(64,643)
(27,162)
(64,378)
58,073
225,979
60,486
228,554
1.2007
1.2006
1.2137
1.2134
10
1/1/20169/30/2016
7/1/20159/30/2015
1/1/20159/30/2015
265,288
804,260
257,707
771,562
(69,395)
(198,247)
(62,715)
(182,374)
Gross income
195,893
606,013
194,992
589,188
(32,733)
(6,051)
(2,298)
(733)
(7,143)
(101,616)
(19,328)
(5,501)
(1,932)
(18,884)
(32,623)
(5,647)
(4,747)
(1,230)
(2,861)
(91,078)
(18,662)
(11,902)
(3,177)
(9,812)
1,611
(2,930)
(731)
4,480
(8,612)
3,176
1,325
(2,933)
(5,034)
4,207
(9,015)
(9,643)
144,885
(52,801)
457,796
(147,574)
141,242
(51,035)
440,106
(138,047)
92,084
310,222
90,207
302,059
(35,110)
1,096
(77,935)
(5,375)
(28,122)
(3,656)
(66,444)
(11,335)
(34,014)
(83,310)
(31,778)
(77,779)
58,070
226,912
58,429
224,280
40
58,030
131
226,781
(127)
58,556
(202)
224,482
1.2049
1.2049
1.1920
1.1918
11
1/1/20169/30/2016
7/1/20159/30/2015
1/1/20159/30/2015
58,073
-
225,979
-
60,486
-
228,554
-
58,073
225,979
60,486
228,554
Consolidated
7/1/20169/30/2016
1/1/20169/30/2016
7/1/20159/30/2015
1/1/20159/30/2015
58,070
-
226,912
-
58,429
-
224,280
-
58,070
226,912
58,429
224,280
40
58,030
131
226,781
(127)
58,556
(202)
224,482
12
Capital reserves
Capital to be
Capital
paid-up
Balances at December 31, 2014
Profit reserves
Share
issuance
costs
Stock options
granted
Special goodwill
reserve - merger
Goodwill reserve
on issuance of shares
Legal
reserve
Expansion
reserve
Treasury
shares
Effects on capital
transactions
Retained
earnings
Total
2,388,062
(38,993)
77,845
186,548
701,690
88,271
844,154
(90,704)
(89,996)
4,066,877
(10)
(5,437)
-
30,392
-
24,955
(10)
9,590
-
(19,896)
-
(44,002)
-
(90,000)
228,554
(44,002)
9,590
(90,000)
(19,896)
228,554
2,388,062
(39,003)
87,435
186,548
696,253
88,271
824,258
(104,314)
(89,996)
138,554
4,176,068
2,388,062
(39,003)
90,072
186,548
696,253
106,576
947,061
(104,314)
(89,996)
4,181,259
(1)
-
5,821
3,384
-
41,069
-
44,453
(1)
5,821
(95,000)
225,979
(95,000)
225,979
2,388,062
(39,004)
95,893
186,548
699,637
106,576
947,061
(63,245)
(89,996)
130,979
4,362,511
13
Capital reserves
Profit reserves
Capital
Capital to
be paid-up
Share
issuance
costs
Stock
options
granted
Special
goodwill
reserve merger
Goodwill
reserve
on issuance
of shares
Legal
reserve
Expansion
reserve
Adjustments in the
parent company
(Note 2.2)
Effects on
capital
transactions
Shares in
treasury
Retained
earnings
2,388,062
(38,993)
77,845
186,548
701,690
88,271
844,154
(89,996)
(90,704)
(10)
-
(5,437)
30,392
9,590
-
(19,896)
-
2,388,062
(39,003)
87,435
186,548
696,253
88,271
824,258
2,388,062
(39,003)
90,072
186,548
696,253
106,576
947,061
(1)
-
5,821
3,384
-
2,388,062
(39,004)
95,893
186,548
699,637
106,576
14
Total
Noncontrolling
interests
Total
4,066,877
2,777
4,069,654
4,072
-
4,072
(10)
24,955
3,584
-
4,072
(10)
3,584
24,955
(44,002)
-
(90,000)
224,482
(44,002)
9,590
(90,000)
(19,896)
224,482
(202)
(44,002)
9,590
(90,000)
(19,896)
224,280
(89,996)
(104,314)
138,554
4,176,068
6,159
4,182,227
(89,996)
(104,314)
4,181,259
6,142
4,187,401
41,069
-
(802)
-
(802)
(1)
44,453
5,821
39
-
(802)
(1)
39
44,453
5,821
(95,000)
226,781
(95,000)
226,781
131
(95,000)
226,912
947,061
(89,996)
(63,245)
130,979
4,362,511
6,312
4,368,823
9/30/2015
290,622
292,932
Adjustments in:
Depreciations and amortizations
Share of profit of equity-accounted investees
Share-based payments
Recognition of repurchases of points of sale
Deferred income
Inflation adjustment on debentures
Interest on loans and financings
Interest on Property acquisition obligation
Interest on related party transactions
Allowance for doubtful accounts
Other
82,421
(33,295)
18,884
6,736
(5,418)
43,947
118,396
(1,698)
15,173
2,601
83,162
(32,523)
9,590
6,404
(13,158)
40,676
99,289
645
(1,254)
6,907
(2,748)
537,829
489,922
(20,022)
4,368
(4,598)
10,538
2,163
(1,900)
(37,652)
(47,776)
(7,300)
(572)
(4,643)
29,291
(497)
(5,370)
(5,756)
(10,888)
(15,843)
(36,361)
(33,942)
14,897
2,399
435,078
423,209
15
Parent company
09/30/2016
09/30/2015
(141,245)
7,601
1,751
(3,733)
(35,806)
702
(2,317)
(364,110)
(130,679)
5,001
14,657
(91)
1,932
(2,942)
(69,909)
(5,116)
39,781
(537,157)
(147,366)
325,000
(64,865)
(100,857)
44,453
1
(28,950)
(115,786)
(88,169)
(91,338)
24,955
(44,002)
(10)
(24,491)
(92,955)
58,996
(316,010)
(43,083)
(40,167)
115,137
72,054
117,125
76,958
(43,083)
(40,167)
16
9/30/2015
310,222
302,059
Adjustments in:
Depreciation and amortization
Share of profit of equity-accounted investees
Share-based payments
Non-controlling interest
Recognition of repurchases of points of sale
Deferred income
Inflation adjustment on debentures
Interest on loans and financings
Interest on Property acquisition obligations
Interest on related party transactions
Allowance for doubtful accounts
Other
115,123
(4,480)
18,884
(131)
6,864
(8,466)
43,947
155,816
(1,812)
19,486
5,708
115,297
(4,207)
9,590
202
6,496
(19,402)
40,676
140,160
647
(1,340)
4,466
776
661,161
595,420
(18,625)
8,416
(4,529)
(6,038)
4,706
512
(49,640)
(39,083)
(67,832)
(10,386)
(1,390)
(38,713)
21,829
(787)
(3,494)
(4,614)
(11,099)
(58,513)
(34,700)
(50,559)
19,160
416
477,272
434,346
17
Consolidated
09/30/2016 09/30/2015
3,350
377
(3,733)
(241,826)
861
(2,327)
(333,760)
12,171
2,262
(2,942)
(121,864)
(5,194)
28,838
(577,058)
(86,729)
411,159
(116,873)
(129,598)
44,453
1
170
(28,950)
(115,786)
29
(136,126)
(123,763)
24,955
(44,002)
(10)
3,382
(24,491)
(92,955)
64,576
(392,981)
(35,210)
(45,364)
159,000
123,790
170,926
125,562
(35,210)
(45,364)
18
9/30/2015
695,982
18,624
(15,173)
656,721
8,433
(6,907)
699,433
658,247
(44,972)
(29,537)
(24,285)
(37,041)
(74,509)
(61,326)
624,924
596,921
Retentions
Depreciation and amortization
(82,421)
(83,162)
542,503
513,759
33,295
44,955
32,523
33,219
78,250
65,742
620,752
579,501
(71,686)
(5,061)
(2,467)
(55,728)
(4,584)
(2,254)
(79,214)
(62,566)
Income:
Net income from sales and services
Other income
Allowance for doubtful accounts
19
9/30/2016
9/30/2015
(142,604)
(44)
(5,309)
(133,401)
(96)
(4,766)
(147,957)
(138,263)
(162,526)
(5,077)
(144,668)
(5,450)
(167,603)
(150,118)
(95,000)
(130,979)
(90,000)
(138,554)
(225,979)
(228,554)
(620,753)
(579,501)
20
Consolidated
9/30/2016
Income:
Net income from sales and services
Other income
Allowance for doubtful accounts
9/30/2015
895,733
18,835
(19,593)
856,402
3,127
(9,346)
894,975
850,183
(223,857)
(46,849)
(201,124)
(58,777)
(270,706)
(259,901)
624,269
590,282
(115,123)
(115,297)
509,146
474,985
4,480
64,931
4,207
36,721
69,411
40,928
578,557
515,913
(79,470)
(5,270)
(2,527)
(63,061)
(4,787)
(2,328)
(87,267)
(70,176)
(177,566)
(156)
(23,779)
(163,312)
(202)
(19,894)
21
Consolidated
9/30/2016
(201,501)
(183,408)
(207,579)
144,702
(173,622)
135,573
(62,877)
(38,049)
(131)
(95,000)
(131,781)
202
(90,000)
(134,482)
(226,912)
(224,280)
(578,557)
(515,913)
22
9/30/2015
Location
Shopping Malls
BH Shopping
RibeiroShopping
BarraShopping (i)
MorumbiShopping (i)
ParkShopping
DiamondMall
New York City Center
ShoppingAnliaFranco
ParkShopping Barigui
Ptio Savassi
ShoppingSantarsula
BarraShoppingSul
ShoppingVilaOlmpia
ParkShoppingSoCaetano
JundiaShopping
ParkShoppingCampoGrande
VillageMall
Parque Shopping Macei
Belo Horizonte
Ribeiro Preto
Rio de Janeiro
So Paulo
Braslia
Belo Horizonte
Rio de Janeiro
So Paulo
Curitiba
Belo Horizonte
Ribeiro Preto
Porto Alegre
So Paulo
So Caetano
Jundia
Rio de Janeiro
Rio de Janeiro
Macei
23
Start-up of operations
09/30/2016
12/31/2015
1979
1981
1981
1982
1983
1996
1999
1999
2003
2004
1999
2008
2009
2011
2012
2012
2012
2013
80.0
80.0
51.1
65.8
61.7
90.0
50.0
30.0
84.0
96.5
62.5
100.0
60.0
100.0
100.0
90.0
100.0
50.0
80.0
80.0
51.1
65.8
61.7
90.0
50.0
30.0
84.0
96.5
62.5
100.0
60.0
100.0
100.0
90.0
100.0
50.0
(i)
On September 01, 2016, the Company signed a commitment to acquire stakes equivalent to 10.3% of GLA from Barra Shopping and 8% of GLA from
Morumbi Shopping by the amounts of R$ 311,122 and R$ 184,790, respectively, with Fundao Sistel de Seguridade Social. On the same date, the
Company indicated Multiplan Barra 1 Empreendimentos Imobilirios Ltda and Multiplan Morumbi 1 Empreendimentos Imobilirios Ltda to purchase
these stakes, respectively. The closing of the transaction is subject to the fulfillment of certain resolutory conditions as well as to approvals required by
law..
On September 30, 2016, the Company is the legal representative and manager of all above
mentioned shopping malls, except for Parque Shopping Macei.
2
2.1
a.
The consolidated interim financial statements, prepared in accordance with the International
Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board
(IASB) and the accounting practices adopted in Brazil (BRGAAP), and taking into
consideration OCPC 04 guidance on the application of Technical Interpretation ICPC 02 to
Brazilian real estate development companies, issued by the Accounting Pronouncements
Committee (CPC) and approved by the Securities Commission (CVM) and the Federal
Accounting Council (CFC);
b.
The parent companys interim financial statements, prepared in accordance with the accounting
practices adopted in Brazil, which comprise the CVM standards and the pronouncements,
interpretations and guidance issued by CPC, CVM and CFC, including OCPC 04 - Guidance on
the application of Technical Interpretation ICPC 02 to Brazilian Real Estate Development
Entities.
2.2
Measuring basis
The individual and consolidated interim financial statements have been prepared based on the
historical cost, except for certain financial instruments measured at fair value, as described in
the note 26 below.
Basis of consolidation
As of September 30, 2016 and December 31, 2015, the consolidated interim financial statements
incorporate the interim financial statements of the Company and its subsidiaries, as follows:
Interest %
September 30 2016
December 31 2015
Corporate name
Direct
Indirect
Direct
Indirect
99.99
99.99
99.00
99.00
99.61
50.00
99.99
100.00
99.00
99.00
50.00
-
99.99
99.99
99.00
99.00
99.61
50.00
99.99
100.00
99.00
99.00
50.00
-
24
Interest %
September 30 2016
Corporate name
Multiplan Greenfield I Empreendimento Imobilirio Ltda.
Barrasul Empreendimento Imobilirio Ltda.
Ribeiro Residencial Empreendimento Imobilirio Ltda.
Multiplan Greenfield II Empreendimento Imobilirio Ltda.
Multiplan Greenfield III Empreendimento Imobilirio Ltda.
Multiplan Greenfield IV Empreendimento Imobilirio Ltda.
Morumbi Business Center Empreendimento Imobilirio Ltda.
Ptio Savassi Administrao de Shopping Center Ltda.
Jundia Shopping Center Ltda.
ParkShopping Campo Grande Ltda.
ParkShopping Corporate Empreendimento Imobilirio Ltda
Multiplan Arrecadadora Ltda.
ParkShopping Global Ltda.
ParkShopping Canoas Ltda.
Multishopping Shopping Center Ltda.
ParkShopping Jacarepagu Ltda.
Multiplan Greenfield XI Empreendimento Imobilirio Ltda.
Multiplan Greenfield XII Empreendimento Imobilirio Ltda.
Multiplan Greenfield XIII Empreendimento Imobilirio Ltda.
Multiplan Barra 1 Empreendimento Imobilirio Ltda.
Multiplan Morumbi 1 Empreendimento Imobilirio Ltda.
Multiplan Golden I Empreendimento Imobilirio Ltda.
Multiplan Golden IV Empreendimento Imobilirio Ltda.
Multiplan Golden V Empreendimento Imobilirio Ltda.
Multiplan Golden VI Empreendimento Imobilirio Ltda.
Multiplan Golden VII Empreendimento Imobilirio Ltda.
Multiplan Golden VIII Empreendimento Imobilirio Ltda.
Multiplan Golden IX Empreendimento Imobilirio Ltda.
Multiplan Golden X Empreendimento Imobilirio Ltda.
Multiplan Golden XI Empreendimento Imobilirio Ltda.
Multiplan Golden XII Empreendimento Imobilirio Ltda.
Multiplan Golden XIII Empreendimento Imobilirio Ltda.
Multiplan Golden XIV Empreendimento Imobilirio Ltda.
Multiplan Golden XV Empreendimento Imobilirio Ltda.
Multiplan Golden XVI Empreendimento Imobilirio Ltda.
Multiplan Golden XVII Empreendimento Imobilirio Ltda.
Multiplan Golden XVIII Empreendimento Imobilirio Ltda.
December 31 2015
Direct
Indirect
Direct
Indirect
99.99
99.99
99.90
99.99
99.90
99.90
99.99
99.90
99.90
99.90
99.90
99.90
87.00
94.67
99.99
99.90
99.90
99.90
99.90
99.99
99.99
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.99
99.99
99.90
99.99
99.90
99.90
99.99
99.90
99.90
99.90
99.90
99.90
87.00
94.67
99.99
99.90
99.90
99.90
99.90
99.99
99.99
-
The interim financial statements of subsidiaries are prepared for the same reporting period that
the parent company, using consistent accounting policies.
All intragroup balances, income and expenses are fully eliminated.
25
The reconciliation between the net income for the quarters ended September 30, 2016 and 2015
between the parent company and consolidated is as follows:
9/30/2016
(a)
2.3
9/30/2015
Shareholders'
equity
Net
income for
the period
Shareholders
' equity
Net
income for
the period
Parent company
Equity in the earnings of Countys profit or loss
for the period (a)
4,362,511
225,979
4,176,068
228,554
802
(4,072)
Consolidated
4,362,511
226,781
4,176,068
224,482
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.
Parent
company
Consolidated
Parent
company
Consolidated
27,867
53,341
34,289
54,943
6,202
6,267
4,018
4,018
37,985
64,182
76,830
100,039
72,054
123,790
115,137
159,000
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, Santander Asset and Ita Asset.
The Company does not interfere with or influence the management of the portfolios or the
acquisition and sale of the securities included in the portfolios.
26
527,704
547,072
163,594
213,312
527,704
547,072
163,594
213,312
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 26.
Accounts receivable
September 30, 2016
Parent
company
Consolidated
Parent
company
Consolidated
147,854
28,271
6,121
8,989
1,632
3,310
38,669
6,383
193,070
46,684
12,538
8,989
1,632
3,310
136,165
8,437
151,352
30,202
10,313
9,010
1,578
1,194
45,840
2,151
197,284
49,226
16,138
9,010
1,578
1,194
150,227
3,409
241,229
410,825
251,640
428,066
(25,043)
(35,813)
(16,333)
(25,572)
Non-current
216,186
(42,720)
375,012
(120,547)
235,307
(46,299)
402,494
(135,422)
Current
173,466
254,465
189,008
267,072
Rental
Key money
Parking
Management fees (a)
Sales
Advertising
Real state for sale
Other
(a)
Refers to the management fees receivable by the Company, charged the business or store owners of the shopping
centers which it administrates, corresponding to a percentage of the store rent, the common charges of store owners,
the financial management, and the promotion fund.
(b)
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$15 are individually analyzed,
independently of the due date for all storeowners that already are considered in the provision for doubtful accounts; In
case of debt acknowledgments of rent, the Company records a provision for all balances overdue notwithstanding the
maturity term;
(ii)
Key money - All past due balance over 180 days and independent individual analysis regardless of the due date for all
storeowners that already are considered in the allowance for doubtful accounts; In case of debt acknowledgments of
key money, the Company records a provision for all balances overdue notwithstanding the maturity term;
It should be emphasized that the Company understands that there is a low risk relating to the
property sales accounts receivable since such amounts are guaranteed by the property sold.
27
<30
30-60
61-90
91-120
121-180
3,783
3,281
2,850
1,894
1,670
1,352
2,475
1,362
2,723
1,684
>180
Total
25,461 241,229
17,107 251,640
Consolidated
09/30/2016
12/31/2015
<30
30-60
61-90
91-120
121-180
5,750
5,706
3,849
2,709
2,564
2,603
3,189
2,095
4,921
2,461
>180
Total
39,796 410,825
27,846 428,066
Consolidated
(16,333)
(25,572)
Additions
Write-off
(18,499)
9,789
(24,929)
14,688
(25,043)
(35,813)
Aging of trade accounts receivable included in the allowance for doubtful accounts:
September 30, 2016
Days:
<60
60-120
120-180
180-240
>240
Parent
company
Consolidated
Parent
company
Consolidated
(327)
(528)
(114)
(1,647)
(22,427)
(361)
(579)
(134)
(1,852)
(32,887)
(2,405)
(1,675)
(1,633)
(775)
(9,845)
(2,750)
(1,896)
(1,951)
(993)
(17,982)
(25,043)
(35,813)
(16,333)
(25,572)
The Company has operating lease agreements with the tenants of shopping mall stores (lessors)
with a standard term of 5 years. Exceptionally, there may be agreements with differentiated
terms and conditions.
For the nine-month period ended September 30, 2016 and 2015, the Company had billings of
R$ 472,217 and R$ 471,982, 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:
28
Consolidated
In 2015
In 2016
In 2017
In 2018
After 2018
Undetermined (*)
Total
September
30, 2016
September
30, 2015
n/a
5.5%
16.4%
16.5%
53.7%
7.9%
4.9%
13.8%
18.4%
17.4%
38.3%
7.2%
100%
100%
(*)
Non-renewed agreements in which the parties may request termination via a prior legal notice (30 days).
5.1
The main balances and transactions with related parties are as follow:
September 30, 2016
Parent
company
Consolidated
Parent
company
Consolidated
16,135
3,128
3,250
259
22,679
3,317
3,250
69
8,815
2,814
133
1,343
320
646
225
12,678
3,001
646
226
22,772
28,315
(16,135)
(22,679)
14,296
(8,815)
16,551
(12,678)
6,637
6,636
5,481
3,873
6,121
10,313
6,121
10,313
12,358
6,636
15,794
3,873
2,280
8,607
2,280
9,049
2,770
9,326
2,770
9,887
10,887
11,329
12,096
12,657
Current assets:
Sundry loans and advances
Advances on shopping center chargers (a)
Shopping Center Associations (b)
Parkshopping Canoas (f)
Multiplan Holding (m)
Parkshopping Jacarepagu (l)
Shopping Center Condominiums (c)
Loans - Others (d)
Sub Total
Provision for losses (a)
29
Parent company
09/30/2016
(9 months)
09/30/2015
(9 months)
65,350
62,581
594
546
98
83
Headquarters expenses
Rental expense (i)
36
33
783
771
Services agreement
Peres - Advogados, Associados S/C (k)
973
1,005
1,698
1,254
Statement of income:
Income from services
Multiplan Administradora de Shopping Centers Ltda. (e)
Revenue from rental Hot Zone (g)
Mall expenses
Consolidated
09/30 /2016
(9 months)
09/30/2015
(9 months)
772
789
98
83
Headquarters expenses
Rental expense (i)
36
33
973
1,005
1,812
1,340
Statement of income:
Revenue from rental Hot Zone (g)
Services agreement
Peres - Advogados, Associados S/C (k)
Net financial income (loss)
Interest on loans and sundry advances
(a)
Prepayments of charges granted to condominiums of shopping malls owned by Multiplan Group, in light of the
default of storeowners with the condominiums. An allowance for loan losses was set up for these advances in light of
the probable risk of non-collection.
(b)
Refer to advances granted to the Storeowners Association of the following Shopping Centers: BarraShoppingSul,
ParkshoppingBarigui, BarraShopping, RibeiroShopping, JundiaShopping, ParkshoppingCampoGrande and
VillageMall. These advances have interests based on the CDI variation, and will be fully settled between 2017 and
2022.
(c)
These refer to loans made with the condominiums of VillageMall and NewYorkCityCenter that have interests based
on the CDI variation, and will be fully settled up to 2020.
(d)
Refers to loans granted to employees, which are being repaid in annual installments.
30
(e)
Refers to the portion of accounts receivable and income that the Company has with subsidiary MTA manages the
shopping malls parking lots and transfer from 93% to 97.5% of net income to the Company. Note that whenever
total expenses exceed the income generated, the Company is required to reimburse such difference to MTA plus 3%
of monthly gross income. These amounts are billed and received on a monthly basis.
(f)
These are amounts recoverable from the subsidiary ParkShopping Canoas Ltda., referring to the sharing of payroll
expenses.
(g)
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.
(h)
Refer to amounts invoiced to Tantra Comrcio de Artigos Orientais Ltda, relating to a kiosk lease agreement entered
in MorumbiShopping into with a close family member (lessee) of the Companys controlling shareholder. The lease
payments are annually adjusted using the IGP-DI. The contract became effective on June 17, 2009 and for an
indefinite period
(i)
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 March 04, 2015. The agreement is effective for 24-month
period, starting April 1, 2015 and lease payments are adjusted using the IPCA.
(j)
Refers to rental collection services, common and specific charges, income from promotion fund and other income
deriving from the operation and sale of office spaces of the Company and/or its subsidiaries.
(k)
Refers to the addendum to the legal service agreement entered into by the Company and Peres - Advogados,
Associados S/C, owned by a close family member of the Companys controlling shareholder, dated May 1st,, 2011.
The contract has an indefinite term of duration and establishes a monthly remuneration of R$ 50, adjusted by the
Consumer Price Index (IPC) on an annual basis. Additionally, on April 2, 2015, R$500 was paid as bonus.
(l)
These are amounts recoverable from the subsidiary ParkShopping Jacarepagu Ltda, referring to the sharing of
payroll expenses.
(m)
Refers to accounts receivable from subsidiary Multiplan Holding S.A. related to contributions made to subsidiaries.
(n)
Refers to loan made with the condominium of Shopping VillageMall that have interest at 110% of the CDI, and will
be settled by 2020.
(o)
Refers to the advances granted to the tenants Association of the following Shopping Centers: JundiaShopping,
RibeiroShopping, VillageMall, BarraShopping Sul, Parkshopping Barigui, and Barra Shopping. This advances have
interest based on the CDI variation, and will be fully settled between 2017 and 2021.
5.2
Short-term benefits
Share-based payments
31
09/30/2016
09/30/2015
18,391
15,794
5,933
4,482
24,324
20,276
As of September 30, 2016, the key management personnel consisted of: 7 members of the Board
of Directors and five directors.
The Company does not grant to the executive officers and directors benefits relating to the labor
contract rescission beyond the ones foreseen in the applicable law.
Consolidated
Parent
company
Consolidated
2,815
1,289
37
1,036
4,901
1,289
122
5,840
1,274
37
978
7,609
1,274
121
197
259
197
163
261
167
-
4,597
7,969
7,151
10,149
PIS/COFINS recoverable
IR and CSLL recoverable
Tax on financial operations recoverable
ISS recoverable
Withholding income tax (IRRF) on Interest on
shareholders equity (JCP)
INSS recoverable
Other
Land
Properties concluded
Current
Non-current
Parent
company
Consolidated
Parent
company Consolidated
74,406
5,972
234,031
69,815
57,000
3,356
212,160
72,527
80,378
303,846
60,356
284,687
5,972
74,406
69,815
234,031
3,356
57,000
72,527
212,160
80,378
303,846
60,356
284,687
32
Parent
company
Consolidated
Parent
company
Consolidated
9,398
22,794
16,135
20,375
14,358
4,203
-
9,909
28,302
16,135
20,375
14,358
4,203
62,049
8,395
14,942
8,815
19,143
597
4,404
17,416
8,845
8,649
8,815
19,143
597
4,404
81,204
87,263
155,331
73,712
141,657
19,014
7,854
36,024
13,980
15,507
6,634
32,486
12,749
Subtotal
26,868
50,004
22,141
45,235
(316,845)
(10,523)
(195,684)
(38,794)
(316,845)
(15,290)
(91,096)
(227,836)
(38,794)
(316,845)
(15,158)
(159,686)
(34,962)
(316,845)
(24,411)
(101,138)
(191,789)
(34,962)
(561,846)
(689,861)
(526,651)
(669,145)
(140,462)
(50,566)
(151,531)
(54,879)
(131,662)
(47,399)
(144,046)
(52,220)
Subtotal
(191,028)
(206,410)
(179,061)
(196,266)
(164,160)
(156,406)
(156,920)
(151,031)
Assets:
Liabilities:
(a)
For the calculation of deferred income tax, only the share of employee profit sharing was considered.
(b)
We have added the Phantom Stock Options line for a better view of the values, including the year 2015.
(c)
The Company recognized deferred income tax by fully derecognizing deferred charges.
(d)
In the consolidated, the basis for the deferred assets and liabilities are composed also by entities subject to the
calculation of IRPJ and CSLL by the presumed income regime. For this reason, the effect of the taxes rates includes
the taxes rates used in the income presumption, according to the federal law, and may vary depending on the income
nature.
(e)
33
(f)
The Company formed income tax and social contribution on deferred taxation of straight-line income during the term
of the contract, regardless of the receipt term. As of 2015, with the enactment of Law 12,973, of May 13, 2014, this
income started being taxed on an accrual basis. Thus, the deferred balance up to December 31, 2014 will be subjected
to taxation upon its realization.
(g)
According to the tax criterion, the income (loss) on the sale of real estate units is determined based on the financial
realization of income (cash basis) while for accounting purposes such transactions are accounted for on the accrual
basis.
(h)
The Company recognized deferred income tax liabilities on differences between the amounts calculated based on
accounting method and criteria, as prescribed in Law 12.973 dated May 13, 2014.
Deferred income tax and social contribution will be realized based on Managements
expectation, as follows:
September 30, 2016
Parent
company
Consolidated
Parent
company
Consolidated
16,877
46,610
14,377
6,760
2,639
22,713
60,056
27,823
30,320
14,418
29,303
26,628
9,387
6,069
2,325
34,539
39,821
22,580
30,284
14,433
87,263
155,331
73,712
141,657
2016
2017
2018
2019-2020
2021-2022
Description
Income before income and social contribution taxes
Rate
Nominal rate
Permanent additions and exclusions
Equity in net income of subsidiaries
Gifts and tributes
Contributions, donations and sponsorship
Interest on shareholders equity (JPC) paid
Interest on shareholders equity received
Amortization of goodwill on asset appreciation
Compensation expenses (stock option plan)
Tax benefits
Income from real estate projects
Other
34
7/1/2015-9/30/2015
Social
contribution
Income
tax
Social
contribution
85,769
25%
(21,442)
85,769
9%
(7,719)
87,648
25%
(21,912)
87,648
9%
(7,888)
2,832
(6)
(87)
(300)
(5)
(343)
74
(342)
(987)
1,020
(2)
(31)
(108)
(2)
(123)
(123)
(2)
2,913
(4)
(167)
(5)
(659)
674
(870)
1,049
(1)
(6)
(2)
(237)
(45)
836
629
1,882
758
(21,382)
(7,727)
(17,836)
(5,653)
776
637
(2,195)
(1,479)
(20,606)
(7,090)
(20,031)
(7,132)
Parent company
1/1/2016-9/30/2016
1/1/2015-9/30/2015
Income
tax
Social
contribution
Income
tax
Social
contribution
290,622
25%
(72,656)
290,622
9%
(26,156)
292,932
25%
(73,233)
292,932
9%
(26,364)
8,324
(9)
(218)
23,750
(688)
(15)
(1,455)
220
(2,971)
(706)
(1,825)
2,997
(3)
(79)
8,550
(248)
(5)
(524)
(254)
(672)
8,131
(11)
(412)
22,500
(15)
(2,397)
1,173
(2,655)
(842)
2,927
(4)
(43)
8,100
(5)
(863)
(364)
24,407
9,762
25,472
9,748
(14,446)
(1,948)
(39,635)
(8,127)
(13,643)
(2,973)
Total
(16,394)
(47,762)
(16,616)
Description
Income before income and social contribution taxes
Rate
Nominal rate
Permanent additions and exclusions
Equity in net income of subsidiaries
Gifts and tributes
Contributions, donations and sponsorship
Interest on shareholders equity (JPC) paid
Interest on shareholders equity received
Goodwill amortization on asset appreciation
Compensation expenses (stock option plan)
Tax benefits
Executive Board bonuses and 13th salary
Income from real estate projects
Other
(48,249)
Consolidated
7/1/2016-9/30/2016
Income
Social
tax contribution
Description
7/1/2015-9/30/2015
Income
tax
Social
contribution
92,086
9%
(8,288)
90,207
25%
(22,552)
90,207
9%
(8,119)
145
(2)
(31)
(108)
(2)
(123)
(123)
(155)
331
(4)
(176)
(5)
(659)
572
(1,012)
119
(1)
(6)
(2)
(237)
(364)
681
1,094
394
(577)
(421)
(1,261)
305
(454)
259
(1,991)
(716)
(815)
(292)
(9,293)
291
(20,678)
(2,688)
(7,444)
(968)
Total
(9,002)
(23,366)
(8,412)
(25,012)
35
Consolidated
1/1/2016-9/30/2016
Description
Income before income and social contribution taxes
Rate
Nominal rate
Permanent additions and exclusions
Equity in net income of subsidiaries
Gifts and tributes
Contributions, donations and sponsorship
Interest on shareholders equity approved
Interest on shareholders equity received
Amortization of goodwill on asset appreciation
Compensation expenses (stock option plan)
Tax benefits
Executive Board bonuses and 13th salary
Income from real estate projects
Current losses without tax credit
Effect from subsidiaries taxable income tax basis
eliminated in consolidated
Income and social contribution taxes in companies taxed
by the deemed profit system
Other
36
1/1/2015-9/30/2015
Income
Social
tax contribution
Income
tax
Social
contribution
310,223
25%
(77,556)
310,223
9%
(27,920)
302,059
25%
(75,515)
302,059
9%
(27,185)
1,120
(9)
(227)
23,750
(688)
(15)
(1,455)
235
(3,074)
(706)
(736)
403
(3)
(82)
8,550
(248)
(5)
(524)
(254)
(265)
1,052
(11)
(431)
22,500
(15)
(2,397)
1,225
(2,760)
379
(4)
(43)
8,100
(5)
(863)
-
(1,889)
(680)
6,701
2,412
3,380
1,217
(5,804)
(2,793)
(2,089)
(2,028)
(3,009)
680
(1,083)
(420)
16,299
5,867
18,325
6,598
(57,305)
(20,630)
(48,856)
(17,588)
(3,952)
(1,424)
(8,335)
(3,001)
(61,257)
(22,054)
(57,191)
(20,589)
Investments
Significant information on investees:
September 30, 2016
Investees
CAA-Corretagem e Consultoria Publicitria Ltda.
RENASCE - Rede Nacional de Shopping Centers Ltda.
CAA-Corretagem Imobiliria Ltda.
MPH Empreendimento Imobilirio Ltda. (*)
Multiplan Administr. Shopping Center Ltda
Ptio Savassi Administrao de Shopping Center Ltda.
Royal Green Pennsula
Manati Empreendimentos 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 Business Center Empreendimento Imobilirio 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.
ParkShopping Canoas Ltda.
Multishopping Shopping Center Ltda.
Number of
quotas/shares
Interest
%
40,000
1,000,500
182,477
154,940,898
20,000
6,322,000
42,885,388
182,505,268
48,023,074
1,000
5,110,438
35,943,556
27,520,443
14,876,056
125,852,380
111,124,966
103,076,853
333,130,474
309,502,797
253,825,987
49,868,251
1,000
22,683,937
69,278,796
16,979
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
99.90
99.99
99.99
99.90
99.90
99.90
99.90
99.90
99.90
87.00
94.67
99.99
37
Capital
400
10,005
1,825
154,941
20
63
51,582
65,636
182,505
48,023
1,593
5,110
35,944
27,520
14,876
125,852
111,125
103,077
333,130
312,203
253,826
49,868
1
22,684
69,279
17
Net income
for the
period
39
140
(6)
6,164
6,384
136
53
(1,027)
9,934
(305)
(1)
4
2,887
2,760
(274)
2,461
5,644
4,793
(2,387)
4,167
5,817
(1,126)
592
(26)
1,325
(2)
Shareholders
' equity
820
1,463
11
171,288
14,747
184
2,782
64,332
187,025
45,233
1,621
228
63,870
51,602
13,232
139,441
105,215
93,803
319,727
330,505
282,809
42,975
2,682
20,569
65,329
9
September 30,
2015
December 31,
2015
781
876
17
173,624
8,363
21
2,698
65,359
185,041
44,888
71
224
60,983
48,841
9,576
136,180
98,871
79,660
302,154
323,638
264,241
43,351
2,091
20,270
64,004
11
Investees
ParkShopping Jacarepagua Ltda.
Multiplan Greenfield XI Empr.Imob.Ltda.
Multiplan Greenfield XII Empr.Imob.Ltda.
Multiplan Greenfield XIII Empr.Imob.Ltda.
Multiplan Barra 1 Empr.Imob.Ltda.
Multiplan Morumbi 1 Empr.Imob.Ltda.
Multiplan Golden I Empr.Imob.Ltda.
Multiplan Golden IV Empr.Imob.Ltda.
Multiplan Golden V Empr.Imob.Ltda.
Multiplan Golden VI Empr.Imob.Ltda.
Multiplan Golden VII Empr.Imob.Ltda.
Multiplan Golden VIII Empr.Imob.Ltda.
Multiplan Golden IX Empr.Imob.Ltda.
Multiplan Golden X Empr.Imob.Ltda.
Multiplan Golden XI Empr.Imob.Ltda.
Multiplan Golden XII Empr.Imob.Ltda.
Multiplan Golden XIII Empr.Imob.Ltda.
Multiplan Golden XIV Empr.Imob.Ltda.
Multiplan Golden XV Empr.Imob.Ltda.
Multiplan Golden XVI Empr.Imob.Ltda.
Multiplan Golden XVII Empr.Imob.Ltda.
Multiplan Golden XVIII Empr.Imob.Ltda.
(*)
Number of
quotas/shares
82,115,731
12,878
12,881
12,881
31,135,848
18,482,604
1,000
1,000
1,000
1,000
1,000
1,000
1,000
1,000
1,000
1,000
1,000
1,000
1,000
1,000
1,000
1,000
Interest
%
99.90
99.90
99.90
99.90
99.99
99.99
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
99.90
Capital
Net income
for the
period
82,116
13
13
13
31,136
18,483
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
50.00% direct and 50.00% indirect through subsidiary Morumbi Business Center Empreendimento Imobilirio Ltda.
38
(197)
(3)
(2)
(3)
469
182
-
Shareholders
' equity
81,642
8
8
8
31,600
18,659
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
September 30,
2015
December 31,
2015
44,796
1
1
9
9
-
9.1
Investees
Investments
CAA Corretagem e Consultoria Publicitria Ltda.
CAA Corretagem Imobiliria Ltda.
RENASCE - Rede Nacional de Shopping Centers Ltda.
Royal Green Pennsula
Multiplan Admin. Shopping Center Ltda
MPH Empreendimento Imobilirio 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.
Barrasul 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 Empreendimento Imobilirio Ltda.
Multiplan Arrecadadora Ltda
ParkShopping Global Ltda.
ParkShopping Canoas Ltda.
Multishopping Shopping Center Ltda
ParkShopping Jacarepagua Ltda.
Multiplan Greenfield XI Empreendimento Imobilirio Ltda.
Multiplan Greenfield XII Empreendimento Imobilirio Ltda.
39
2/31/2015
Additions
Transfers
Dividends
774
17
876
2,643
8,279
86,812
32,680
92,521
(5)
59,331
71
224
12,067
136,044
56,760
71,016
98,772
301,852
79,580
323,313
263,977
43,308
2,089
17,635
60,593
10
44,751
-
1,250
53
650
1,550
3,926
799
699
19,941
9,341
2,697
12,738
750
284
37,005
11
10
(4,250)
(3,951)
-
Equity in net
income of
subsidiaries
39
(6)
(663)
52
6,320
3,081
(513)
4,941
136
(305)
3
(274)
2,459
(230)
(901)
5,639
(2,385)
4,789
4,164
5,811
(1,124)
592
(24)
1,253
(2)
(197)
(3)
(3)
09/30/2016
813
11
1,463
2,695
14,599
85,643
32,167
93,511
184
59,676
1,621
227
15,719
139,302
56,530
70,115
105,110
319,408
93,710
330,174
282,526
42,934
2,681
17,895
61,846
8
81,559
8
7
Investees
Multiplan Greenfield XIII Empreendimento Imobilirio Ltda.
Multiplan Barra 1 Empreendimento Imobilirio Ltda.
Multiplan Morumbi 1 Empreendimento Imobilirio Ltda.
Multiplan Golden I Empreendimento Imobilirio Ltda.
Multiplan Golden IV Empreendimento Imobilirio Ltda.
Multiplan Golden V Empreendimento Imobilirio Ltda.
Multiplan Golden VI Empreendimento Imobilirio Ltda.
Multiplan Golden VII Empreendimento Imobilirio Ltda.
Multiplan Golden VIII Empreendimento Imobilirio Ltda.
Multiplan Golden IX Empreendimento Imobilirio Ltda.
Multiplan Golden X Empreendimento Imobilirio Ltda.
Multiplan Golden XI Empreendimento Imobilirio Ltda.
Multiplan Golden XII Empreendimento Imobilirio Ltda.
Multiplan Golden XIII Empreendimento Imobilirio Ltda.
Multiplan Golden XIV Empreendimento Imobilirio Ltda.
Multiplan Golden XV Empreendimento Imobilirio Ltda.
Multiplan Golden XVI Empreendimento Imobilirio Ltda.
Multiplan Golden XVII Empreendimento Imobilirio Ltda.
Multiplan Golden XVIII Empreendimento Imobilirio Ltda.
Other
Subtotal - Investment
40
2/31/2015
Additions
Transfers
Dividends
Equity in net
income of
subsidiaries
1
9
9
94
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
-
10
31,091
18,451
-
(3)
468
181
-
8
31,568
18,641
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
94
1,796,103
16
141,256
(8,201)
33,295
1,962,469
09/30/2016
12/31/2015
Additions
Transfers
Dividends
Equity in net
income of
subsidiaries
26
1
-
1,250
27
650
3,926
799
699
19,941
9,341
2,697
12,738
284
37,005
10
750
10
10
31,091
18,451
1,550
(1,250)
(53)
(650)
(3,926)
(799)
(699)
(19,941)
(9,341)
(2,697)
(12,738)
(284)
(37,005)
(11)
(750)
(10)
(10)
(31,091)
(18,451)
(1,550)
27
141,229
(141,256)
1,796,130
141,245
(8,201)
33,295
1,962,469
09/30/2016
Investees
Advance for future capital increase
Renasce - Rede Nacional de Shopping Centers Ltda.
Ptio Savassi Administrao de Shopping Center Ltda
Danville SP Empreendimento Imobilirio Ltda.
Ribeiro Residencial Emp Imobilirio Ltda.
Morumbi Business Center 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 Jacarepagua Ltda.
Multiplan Greenfield XI Empreendimento Imobilirio Ltda
ParkShopping Corporate Empreendimento Imobilirio Ltda
Multiplan Greenfield XII Empreendimento Imobilirio Ltda
Multiplan Greenfield XIII Empreendimento Imobilirio Ltda
Multiplan Barra 1 Empreendimento Imobilirio Ltda
Multiplan Morumbi 1 Empreendimento Imobilirio Ltda
Multiplan Holding S.A.
Subtotal - advances for future capital increase
Total net investments
41
9.2
Investees
9.3
12/31/2015
Equity in net
income of
subsidiaries
Dividends
09/30/2016
2,643
32,680
92,521
153
(3,951)
-
52
(513)
4,941
-
2,695
32,167
93,511
153
127,997
(3,951)
4,480
128,526
Shareholder Multiplan Planejamento 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
Multiplan Planejamento includes records of SCP operations.
Current
liabilities
Non-current
liabilities
Net
income
827
726
11
12,616
14,180
6,688
161,085
194
6,155
1,740
22,928
76
674
471
308
16,597
189,733
18
167
304
42
44,942
1,578
13
-
230
30,470
24,185
245
39,407
33,899
12,992
2
2,809
2,424
5
3,197
4,058
-
2,487
2,969
-
2,884
53,819
20,682
1,052
16,595
12,812
924
154,857
48
28,083
9
180
8
8
8
141,427
224,010
251,338
341,881
384,256
323,392
42,254
8,533
20,561
239,056
101,557
-
4,826
23,310
24,736
14,940
35,261
33,710
203
160,707
40
18,614
10,454
-
44
149,304
153,480
8,266
35,084
19,684
183,195
9,641
-
420
27,795
28,867
4
31,843
27,442
1,069
716
146
-
42
Current
liabilities
Non-current
liabilities
Net
income
720
249
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
31,404
18,611
-
321
126
-
203
75
-
882
378
-
376,808
2,429,232
363,331
567,452
331,660
Current
assets
Non-current
assets
Current
liabilities
Non-current
liabilities
Net
income
840
59
368
791
17
11,448
40,052
6,882
162,845
191
6,733
2,515
31,430
64
(1,846)
450
413
25,006
247,296
19
470
140
328
104
2
44,762
1,412
(22)
1,343
(7)
1
226
23,462
14,444
79
42,619
39,103
9,907
2
3,407
3,281
410
1,691
1,424
-
10,252
7,303
(10)
6,172
54,010
21,600
66
18,536
14,845
852
212,863
205
55,415
11
141,905
210,805
235,307
335,521
387,781
326,055
42,660
2,662
20,352
114,488
-
9,177
18,817
19,303
14,540
33,983
34,558
161
213,434
286
18,404
-
2,721
147,127
157,944
18,893
48,696
42,101
87,495
-
506
31,737
34,156
17
44,010
38,498
869
943
(9)
5
-
43
Non-current
assets
Current
liabilities
Non-current
liabilities
Net
income
92
1
1
9
9
85,523
-
23,948
-
16,872
-
476,171
2,211,250
435,909
523,960
441,354
(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
Assets
Current
Cash and cash equivalents
Accounts receivable
Recoverable taxes and contributions
Deferred costs
Other
Non-current:
Judicial deposits
Deferred income and social contribution taxes
Deferred costs
Other
Property, plant and equipment
Investment property
Intangible assets
Total assets
September
30, 2016
December
31, 2015
September
30, 2016
December
31, 2015
4,117
2,338
167
-
5,598
2,638
306
-
13,703
9,283
1,290
801
13,990
9,526
1,838
497
7,540
8,542
25,077
25,851
1,240
1,732
2,485
52,179
1,891
1,240
1,202
53,426
1,940
21
2,612
677
254,169
13
21
2,932
135
257,128
22
59,526
57,808
257,492
260,238
67,067
66,350
282,569
286,089
44
Manati Empreendimentos
Participaes S.A.
September
30, 2016
December
31, 2015
September
30, 2016
December
31, 2015
1,263
97
120
76
68
224
40
72
607
8,347
961
1,040
734
1,538
7,276
1,092
36
1,556
404
11,689
9,942
1,240
(61)
1,240
(654)
69,717
8,210
5,928
76,509
6,284
8,313
1,179
586
83,855
91,106
65,636
(277)
1,027
65,636
(276)
-
182,505
2,486
7,900
9,934
182,506
2,535
-
64,332
65,360
187,025
185,041
67,067
66,350
282,569
286,089
September
30, 2016
September
30, 2015
September
30, 2016
September
30, 2015
Statement of income
Net income
Cost of services rendered
4,002
(5,357)
4,919
(4,753)
25,795
(8,436)
24,704
(7,971)
(1,355)
(92)
(750)
6
166
(128)
(218)
10
17,359
(125)
(619)
15
16,733
(106)
(793)
-
(2,191)
635
(170)
438
16,630
(4,427)
15,834
(3,326)
(1,556)
268
12,203
12,508
529
(195)
122
(23)
(2,246)
(1,193)
(3,148)
(1,027)
195
9,934
8,167
Current
Accounts payable
Loans and financing
Taxes and contributions payable
Dividends payable
Deferred income and costs
Other
Non-current
Loans and financing
Deferred income and social contribution taxes
Provision for risks
Deferred income and costs
Shareholders' equity:
Capital
Reserve for new investments/Legal reserve
Anticipation of interest on shareholders equity
Retained earnings (loss)
Income (loss) for the period
45
The financial information referring to the joint ventures was based on the trial balances
presented by these companies on the closing date of the period.
As of September 30, 2016, the Company has no commitments assumed with its jointlycontrolled subsidiaries. Additionally, these joint ventures have no contingent liabilities, other
comprehensive income and other disclosures required by CPC 45 - Disclosure of Interests in
Other Entities (IFRS 12) beside the ones abovementioned.
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 the Company (beta), in addition to market prospects
(Central Bank) 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
13.88% as of September 30, 2016, resulting from a basic discount rate of 13.35% 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 52 basis
points in the valuation of each shopping mall, corporate tower and project.
September
2016
December
2015
3.45%
6.05%
0.77
265 p.b.
52 p.b.
3.45%
6.05%
0.78
232 p.b.
51 p.b.
11.26%
10.99%
September
2016
December
2015
4.81%
2.40%
6.53%
2.40%
13.88%
15.47%
Cost of capital
Inflation assumptions
Inflation (BR) - (a)
Inflation (USA)
Cost of shareholders equity - R$
(a)
Inflation (BR) September 2016 refers to the weighted average for the period between October 2016 and September
2020. Inflation (US) December 2015 refers to expectations for the year 2015.
The investment properties valuation reflects the market participant concept. Thus, the Company
does not consider in the discounted cash flows calculation taxes, income and expenses relating
to management and sales services.
The future cash flow of the model was estimated based on the shopping centers individual cash
flows, expansions and office buildings, including the Net Operating Income (NOI), recurring
Key money (based only on mix changes, except for future projects), Income from Transferring
Charges, investments in revitalization, and construction in progress. Perpetuity was calculated
considering a real growth rate of 2.0% for shopping malls and of 0.0% for office buildings.
The Company classified its investment properties in accordance with their statuses. The table
46
below describes the amount identified for each category of property and presents the amount of
assets in the Companys share:
Parent company
September
2016
December
2015
12.209.178
235.576
12,820,781
272,808
Total
12.444.754
13,093,589
Consolidated
September
2016
December
2015
14.887.839
239.601
357.628
15,465,146
180,609
378,723
Total
15.485.068
16,024,478
The interests of 37.5% in the Shopping Santa rsula and 50% in the Parque Shopping Macei
project through the joint ventures were not considered in the consolidated valuation.
47
2.30
Net value
Facilities
(-)Accumulated depreciation
13.29
Net value
Machinery, equipment, furniture
and fixtures
(-)Accumulated depreciation
10
Net value
Other
(-)Accumulated depreciation
Net value
Works in progress
Stores buyback
10
December
31, 2015
Additions
Decreases
Capitalized
interest
Depreciation
Transfer
September
30, 2016
523,048
419
(319)
1,583
524,731
2,849,295
(450,770)
8,434
-
(43,462)
15,594
-
2,873,323
(494,232)
2,398,525
8,434
(43,462)
15,594
2,379,091
413,615
(170,143)
534
-
(339)
-
(27,224)
2,665
-
416,475
(197,367)
243,472
534
(339)
(27,224)
2,665
219,108
43,685
(16,507)
541
-
(2,975)
48
-
44,274
(19,482)
27,178
541
(2,975)
48
24,792
5,108
(3,343)
1,763
-
(361)
6,871
(3,704)
1,765
1,763
(361)
3,167
119,481
60,145
22,095
2,020
(169)
(175)
2,704
-
(6,736)
(18,307)
-
125,804
55,254
3,373,614
35,806
(1,002)
4,287
(6,736)
(74,022)
3,331,947
48
Allocation
Consolidated
Depreciation
weighted average
rate (%)
Cost
Land
Buildings and improvements
(-)Accumulated depreciation
2.26
Net value
Facilities
(-)Accumulated depreciation
13.86
Net value
Machinery, equipment, furniture and
fixtures
(-)Accumulated depreciation
10
Net value
Other
(-)Accumulated depreciation
Net value
Works in progress
Stores buyback
10
December
31, 2015
Additions
Decrease
Capitalized
interest
1,196,710
23,788
(319)
7,619
1,227,798
3,815,086
(508,275)
49,597
-
(57,752)
15,594
-
3,880,277
(566,027)
3,306,811
49,597
(57,752)
15,594
3,314,250
642,480
(241,560)
7,980
-
(498)
-
(44,340)
2,665
-
652,627
(285,900)
400,920
7,980
(498)
(44,340)
2,665
366,727
56,258
(20,689)
942
-
(3,903)
48
-
57,248
(24,592)
35,569
942
(3,903)
48
32,656
7,163
(4,901)
1,980
-
(452)
9,143
(5,353)
2,262
1,980
(452)
3,790
224,446
63,986
155,230
2,310
(169)
(175)
12,345
-
(6,864)
(18,307)
-
373,545
59,257
5,230,704
241,827
(1,161)
19,964
(6,864)
(106,447)
5,378,023
49
Allocation Depreciation
Transfer
September
30, 2016
11
2,015
4,925
(1,354)
208
-
(150)
5,133
(1,504)
3,571
208
(150)
3,629
3,687
(1,671)
128
-
(272)
3,815
(1,943)
2,016
128
(272)
1,872
7,920
(4,853)
1,467
-
(612)
9,387
(5,465)
3,067
1,467
(612)
3,922
19,464
(7,869)
(2,876)
19,464
(10,745)
11,595
(2,876)
8,719
3,299
(798)
1,782
-
(260)
530
-
5,611
(1,058)
2,501
1,782
(260)
530
4,553
382
148
(530)
25,147
3,733
(4,170)
24,710
10
10
10
Net value
Other
(-)Accumulated depreciation
Net value
Property, plant and
equipment in progress
September
30, 2016
Net value
Vehicles
(-)Accumulated depreciation
Transfer
2,015
Net value
Machinery, equipment,
furniture and fixtures
(-)Accumulated depreciation
Depreciation
Net value
Facilities
(-)Accumulated depreciation
December
31, 2015 Additions
10
50
Consolidated
Cost
Land
Buildings and
improvements
(-)Accumulated
depreciation
Annual
depreciation
rates (%)
December
31, 2015
Additions
Depreciation
4,134
4,134
11,299
208
11,507
(4,246)
(342)
(4,588)
7,053
208
(342)
6,919
4,947
128
5,075
(2,875)
(272)
(3,147)
2,072
128
(272)
1,928
9,607
1,467
11,074
(6,564)
(614)
(7,178)
3,043
1,467
(614)
3,896
19,464
19,464
(7,868)
(2,896)
(10,764)
11,596
(2,896)
8,700
3,903
1,782
530
6,215
(1,342)
(260)
(1,602)
2,561
1,782
(260)
530
4,613
382
148
(530)
30,841
3,733
(4,384)
30,190
Net value
Facilities
(-)Accumulated
depreciation
10
Net value
Machinery, equipment,
furniture and fixtures
(-)Accumulated
depreciation
10
Net value
Vehicles
(-)Accumulated
depreciation
10
Net value
Other
(-)Accumulated
depreciation
Net value
Property, plant and
equipment in progress
12
10
Transfer
September
30, 2016
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.
51
Parent company
Annual rates of
amortization
Goodwill of merged
companies (a)
Bozano
Realejo
Multishopping
Goodwill on acquisition of
equity interests (b)
Brazilian Realty LLC.
Indstrias Luna S.A.
JPL Empreendimentos Ltda.
Soluo Imobiliria Ltda.
System licenses
Software license (c)
Accumulated amortization
20
December
31, 2015
Additions
Amortization
September
30, 2016
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
78,372
(31,996)
2,317
-
(4,230)
80,689
(36,226)
46,376
2,317
(4,230)
44,463
349,806
2,317
(4,230)
347,893
Amortization
September
30, 2016
Consolidated
Annual rates of
amortization
Goodwill of merged
companies (a)
Bozano
Realejo
Multishopping
December
31, 2015
Additions
118,610
51,966
84,095
118,610
51,966
84,095
254,671
254,671
33,202
4
12,583
33,202
4
12,583
2,970
2,970
48,759
48,759
79,255
(32,247)
2,327
-
(4,293)
81,582
(36,540)
47,008
2,327
(4,293)
45,042
350,438
2,327
(4,293)
348,472
Goodwill on acquisition of
equity interests (b)
Brazilian Realty LLC.
Indstrias Luna S.A.
JPL Empreendimentos Ltda.
Soluo Imobiliria Ltda.
System licenses
Software license (c)
Accumulated amortization
(a)
20
The goodwill recorded has its origin in the acquisitions made in the year 2006. Such goodwill was based on the expected
future earnings from these investments and were amortized until December 31st, 2008.
52
(b)
The goodwill recorded has its origin in the acquisitions made in the year 2007, were based on the expected future return
on these investments, and amortized until December 31, 2008.
(c)
In order to strengthen its internal control system while sustaining a solid growth strategy, the Company started
implementing SAP ECC System. To make this implementation viable, the Company entered with SAP Brasil Ltda., into
two software license and maintenance contracts, dated June 24, 2008. Additionally, the Company entered into a service
agreement with IBM Brasil - Indstria, Mquinas e Servios Ltda, on June 30, 2008 for the deployment of such tool.
From then, the Company has commissioned services of evaluation and implementation of new SAP functionalities,
aimed at promoting greater efficiency, transparency, and autonomy to the managers of the company.
The goodwill based on future returns do not have a calculable useful life, and hence are not
amortized. The Company tests these assets' recoverable value annually by mean of an
impairment test.
The other intangible assets with defined useful life are amortized by the straight-line method
based on the table above.
Impairment test for goodwill validation was carried out considering the projected cash flow in
the shopping malls that presented goodwill upon their establishment. The assumptions used to
prepare this cash flow are described in Note 10. In case of changes in the main assumptions
used to determine recoverable amount of cash generating units, goodwill with indefinite useful
life allocated to the cash generating units plus carrying amounts of properties for investment
properties (cash generating units) would be substantially lower than fair value of investment
properties, that is, there are no signs of impairment losses in the cash generating units since the
last evaluation conducted on presentation of quarterly information for the period ended
September 30, 2016.
13
Index
Average
annual interest
rate September
30, 2016
Parent
company
Consolidated
Parent
company
Consolidated
TR
TR
TR
TR
TJLP
TJLP
TJLP
TJLP
IPCA
TJLP
TJLP
9.12%
9.35%
8.70%
9.35%
3.38%
1.48%
3.32%
7.27%
1.42%
10,400
14,921
26,599
-
10,400
14,921
26,599
23,946
1,079
250
15,795
5,834
203
385
12,245
10,246
14,261
26,206
-
12,245
10,246
14,261
26,206
23,698
1,068
247
15,631
5,207
201
381
110%
108.50%
110%
110%
1.00%
53
1,293
2,070
580
1,741
15,817
53
1,293
2,070
580
1,741
15,817
53
775
5,895
29
87
4,095
53
775
5,895
29
87
4,095
TR
8.70%
20,058
19,225
TR
TR
8.70%
8.90%
11,202
19,512
11,202
11,034
18,702
11,034
% of CDI
108.00%
1,662
1,662
Current
% of CDI
% of CDI
% of CDI
% of CDI
% of CDI
53
Parent
company
Consolidated
Parent
company
Consolidated
(80)
(178)
(143)
(244)
(57)
(80)
(178)
(143)
(244)
(44)
(40)
(57)
(97)
(194)
(143)
(244)
(57)
(97)
(194)
(143)
(244)
(47)
(40)
(57)
(270)
(463)
(804)
(893)
(270)
(463)
(804)
(893)
(270)
(463)
(804)
(941)
(270)
(463)
(804)
(941)
(1,879)
(1,879)
(464)
(464)
(452)
(202)
(452)
(76)
81,327
167,187
81,713
164,994
Index
Funding costs - Santander BHS
EXP
Funding costs - Ita BBA PSC
Funding costs - Banco Ita BBA
Funding costs - Banco do Brasil
Funding costs - BNDES JDS
Funding costs - BNDES CGS
Funding costs - Banco do Brasil
Funding costs - Banco do Brasil
BRS VII
Funding costs - Banco do Brasil
Funding costs - Bradesco MTE
Funding costs - Ita BBA VLG
Funding costs - Ita BBA MTE
325
Funding costs - Multiplan
Greenfield IV
Funding costs - Multiplan
Greenfield II
Funding costs - Canoas
Parent
company
Consolidated
Parent
company
Consolidated
TR
9.35%
82,337
82,337
88,800
88,800
TR
TR
TJLP
TJLP
TJLP
TJLP
IPCA
TJLP
TJLP
8.70%
9.35%
3.38%
1.48%
3.32%
7.27%
1.42%
29,842
217,226
-
29,842
217,226
17,960
809
187
17,110
11,668
220
417
39,218
233,673
-
39,218
233,673
35,547
1,602
371
28,656
10,414
369
698
110%
108.50%
110%
110%
1.00%
416
111,363
100,000
50,000
150,000
300,000
416
111,363
100,000
50,000
150,000
300,000
456
111,363
100,000
50,000
150,000
300,000
456
111,363
100,000
50,000
150,000
300,000
8.70%
157,118
165,013
8.70%
8.90%
9.25%
108.00%
76,548
325,000
152,843
76,548
168,009
325,000
83,674
-
160,524
83,674
72,221
-
(74)
(689)
-
(74)
(689)
(31)
(43)
(131)
(821)
-
(131)
(821)
(63)
(73)
(4,848)
(4,848)
(5,512)
(5,512)
(4,157)
(4,157)
(4,340)
(4,340)
(1,085)
(1,085)
(1,128)
(1,128)
Index
Non-current
Banco Ita BBA PSC (b)
Santander BHS Expanso V
(c)
Banco Ita BBA VLG (d)
BNDES JDS sub-credit A (e)
BNDES JDS sub-credit B (e)
BNDES JDS sub-credit C (e)
BNDES CGS tranche A (f)
BNDES CGS tranche B (f)
BNDES CGS sub-credit C (f)
BNDES CGS sub-credit D (f)
Companhia Real de
Distribuio (g)
Banco do Brasil (h)
Banco Ita BBA MTE (i)
Banco do Brasil (j)
Banco do Brasil (o)
Banco Bradesco (k)
Banco Santander Multiplan
Greenfield IV (l)
Banco Santander Multiplan
Greenfield II (l)
Banco do Brasil BRS VII (m)
Banco Bradesco Canoas (n)
Banco Itau BBA MTE (p)
Funding costs - Santander
BHS EXP
Funding costs - Ita BBA
Funding costs - BNDES JDS
Funding costs - BNDES CGS
Funding costs - Ita BBA
VLG
Funding costs - Banco do
Brasil
Funding costs - Banco do
Brasil
% of CDI
% of CDI
% of CDI
% of CDI
% of CDI
TR
TR
TR
TR
% of CDI
54
Parent
company
Consolidated
Parent
company
Consolidated
(1,843)
(1,843)
(2,046)
(2,046)
(3,564)
(3,564)
(3,911)
(3,911)
(3,376)
(3,376)
(3,979)
(3,979)
(1,203)
(1,203)
(1,311)
(1,311)
(4,784)
(4,783)
(3,635)
(3,986)
(3,539)
(5,117)
(3,877)
(3,605)
1,417,110
1,931,086
1,134,005
1,597,816
1,498,437
2,098,273
1,215,718
1,762,810
Index
(a)
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 contract was settled on June 10, 2016.
(b)
On August 10, 2010, the Company entered into a bank credit bill with Banco Ita BBA S.A. for the construction of Park Shopping So Caetano,
amounting to R$140,000. This credit note bore interest based on the Referential Rate (TR) plus 9.75% p.a. and it will be amortized in 99 consecutive,
monthly installments, the first maturing on June 15, 2012. All financing amount was released through December 31, 2015. As collateral for the loan,
the Company assigned the receivables from lease agreements and store rights in the financed developments, which should correspond, at least, to a
minimal movement equivalent to 120% of one monthly installment, since the inauguration of Park Shopping So Caetano, until the debt is fully settled.
On September 30, 2013, the 1st amendment to the financing agreement was signed, changing: (i) the contracts adjustment rate from Referential Rate
(TR) + 9.75% per year to TR + 9.35% per year, and (ii) the final amortization deadline from August 15, 2020 to August 15, 2025.
(c)
On November 19, 2009, the Company entered into with Banco ABN AMRO Real S.A., later merged into Banco Santander, a loan agreement to
finance the renovation and expansion of BH Shopping, in the amount of R$102,400. Such financing bore interest of 10% p.a. plus the Referential Rate
(TR), and will be amortized in 105 monthly, consecutive installments beginning December 15, 2010. The loan is collateralized by the chattel mortgage
of 35.31% of the financed property, which results in an amount of R$153,599 (contract execution date) for the collateralized portion, and assigned the
receivables from lease contracts and the rights on the financed property, which correspond, at least, to a minimum volume equivalent to 120% of one
monthly installment until the debt is fully settled. On August 28, 2013, the 1st amendment to the financing agreement was signed, changing: (i) the
financial covenant of total bank debt / EBITDA less than or equal to 4 times to "net bank debt" / EBITDA less than or equal to 4 times, (ii) the rate of
operation of TR + 10% p.a. to TR + 8.70% p.a.
Financial Covenants of the contract:
(d)
On November 30, 2010, the Company entered into a bank credit bill with Banco Ita BBA 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 amortized in 114 consecutive, monthly
installments, the first maturing on March 15, 2013. All financing amount was released through December 31, 2015, including the additional amount of
R$50,000, signed on July 4, 2012. The credit note is collateralized by mortgage on the land and all accessions, constructions, facilities and improvements
therein, which were assessed at the amount of R$370,000 as at that date. Additionally, the Company assigned the receivables from lease agreements and
rights on the stores in the financed development, which correspond, at least, to a minimal movement equivalent to 100% of the amount of one monthly
installment, beginning January, 2015, until the debt is fully settled. On July 4th, 2012, the Company signed an amendment to the bank credit bill for the
construction of Shopping Village Mall, changing the following: (i) the total amount contracted from R$270,000 to R$320,000, (ii) The covenant of net debt
to EBITDA from 3.0x to 3.25x, and (iii) The starting date for checking the restricted account from January 30, 2015 to January 30, 2017. On September 30,
2013, the 2nd amendment to the financing agreement was signed, changing: (i) the contracts adjustment rate from Referential Rate (TR) + 9.75% per year
to TR + 9.35% per year, (ii) the final amortization deadline from November 15, 2022 to November 15, 2025, and (iii) the net debt covenant from 3.25 times
the EBITDA to 4.0 times the EBITDA.
All other terms of the original contract remain unchanged.
Financial Covenants of the contract:
55
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
(e)
On June 6, 2011, the Company entered into loan agreement 11.2.0365.1 with the Brazilian Development Bank (BNDES) to finance the construction of
Jundia Shopping. The aforementioned credit was subdivided as follows: R$ 117,596 referring to subcreditA, R$ 5,304 to subcredit B and R$ 1,229 to
subcredit "C". Tranche A will bear long-term interest 2.38% (TJLP) plus 1.00% p.a., tranche B, which will be used to purchase machinery and
equipment, will bear TJLP plus 1.48% p.a. and tranche C, which will be used to invest in social projects in the City of Jundia, will bear TJLP without
spread. All tranches have been amortized in 60 consecutive, monthly installments, the first maturing on July 15, 2013. No guarantee was granted for this
instrument.
As mentioned in Note 1.1., the decrease in the parent company refers to the transfer of the loan to the investee Jundia Shopping Center Ltda.
Financial Covenants of the contract:
(f)
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. The aforementioned credit was subdivided as follows: R$ 77,567 referring to subcreditA, R$
19,392 to subcredit B, R$ 1,000 to subcredit C, and R$ 1,891 to subcredit "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. No guarantee was granted for this instrument.
As mentioned in Note 1.1, the decrease in the parent company refers to the transfer of the loan to the investee ParkShopping Campo Grande Ltda.
Financial Covenants of the contract:
(g)
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 monetary restatement.
(h)
On January 19, 2012, the Company entered into a bank credit bill with Banco do Brasil in the total amount of R$175,000, in order to strengthen its cash
position. No guarantee was granted. On December 8, 2015, CCB was amended and main debt maturity on that date was renegotiated, as well as financial
covenants. New maturity schedule is shown below. Interest will be paid quarterly and principal as follows:
Start date
Final date
Amount
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
12/01/2017
12/01/2018
12/01/2019
12/01/2020
12/01/2021
5,568
5,568
22,273
33,409
44,545
Falling due
Falling due
Falling due
Falling due
Falling due
(i)
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.
On October 20, 2015, the Company agreed-upon an amendment with the bank to change maturity to September 15, 2018 and rate to 108.50% of CDI.
Start date
Final date
Amount
Interest rate
08/06/2012
09/15/2018
100,000
108.50% of CDI
56
(j)
As of October 31, 2012, the Company contracted a bank credit bill (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. As of December 8,
2015, CCB was amended and main debt maturity on that date was renegotiated. New maturity schedule is shown below. Interest will be paid quarterly and
principal as follows:
Start date
Final date
Amount
Interest rate
Status
10/31/2012
10/31/2012
10/31/2012
10/31/2012
10/31/2012
12/01/2017
12/01/2018
12/01/2019
12/01/2020
12/01/2021
2,500
2,500
10,000
15,000
20,000
110% of CDI
110% of CDI
110% of CDI
110% of CDI
110% of CDI
Falling due
Falling due
Falling due
Falling due
Falling due
(k)
On December 11, 2012, the Company entered into a bank credit bill with Banco Bradesco S/A in the total amount of R$300,000, in order to strengthen its
cash position. No guarantee was granted. Interest will be paid semiannually and principal in three annual installments as follows.
Start date
Final date
Amount
Interest rate
12/11/2012
12/11/2012
12/11/2012
11/16/2017
11/12/2018
11/05/2019
R$ 100,000
R$ 100,000
R$ 100,000
On August 07, 2013, the subsidiaries Multiplan Greenfield II Empreendimento Imobilirio Ltda and Multiplan Greenfield IV Empreendimento Imobilirio
Ltda signed with Banco Santander S.A. a loan agreement to finance the construction of the project Morumbi Corporate, located in So Paulo. The total
contracted amount was R$ 400,000, and each company was responsible for its interest in the project, as follows: 49.3104% to Multiplan Greenfiled II and
50.6896% to Multiplan Greenfiled IV. This financing bears interest of 8.70% p.a., plus the Referential Rate (TR), and has been amortized in 141 monthly
installments beginning November 15, 2013. As of December 31, 2015, the financing had been fully released. As a collateral for the loan, the subsidiaries
collateralized the fraction of 0.4604509 of financed property. Such fraction is represented by a number of independent units, and assigned the receivables
from lease contracts and the rights on the financed property, which shall correspond, at least, to a minimum volume equivalent to 120% of the amount of one
monthly installment until the debt is fully settled. In addition to these guarantees, the Parent Company Multiplan Empreendimentos Imobilirios was the
guarantor of the subsidiaries.
Financial Covenants of the contract:
There are no financial covenants herein
(m)
On October 16, 2014, the Company entered into a credit facility agreement with Banco do Brasil S/A, for the construction of the seventh expansion of the
BarraShopping, located in the city of Rio de Janeiro, which was concluded in 2014. The total amount contracted was R$ 100,000. This financing bears
interest of 8.90% p.a., plus the Referential Rate (TR), and will be amortized in 108 monthly installments beginning August 15, 2015. As collateral for the
loan, the Company provided a Bank Deposit Certificate (CDB) corresponding to 120% of the amount of a monthly installment up to the full settlement of
the debt.
Financial Covenants of the contract:
(n)
On May 25, 2015, the subsidiary ParkShopping Canoas Ltda entered into a credit facility agreement with Banco Bradesco S.A., collateralized by a
mortgage, for construction of the ParkShopping Canoas mall in the city of Canoas, State of Rio Grande do Sul. The total amount contracted was R$ 280,000
and financing bears interest of 9.25% p.a., plus the Referential Rate (TR), and will be amortized in 144 monthly installments beginning April 25, 2019. As
collateral for the borrowing, the subsidiary provided a mortgage on 80% of the property for which the financing was obtained, and assigned 80% of the
receivables from the lease agreements of this property, which shall correspond to at least 120% of the amount of one monthly installment until the full
settlement of the debt. In addition to these guarantees, the Parent Company Multiplan Empreendimentos Imobilirios was the guarantor of the subsidiary.
Financing amount of R$ 157,020 was released through September 30, 2016.
(o)
As of December 23, 2015, the Company contracted a bank credits bill (CCB), with Banco do Brasil S/A, in total amount of R$ 150,000 in order to
consolidate its cash position. No guarantee was granted. Interest will be paid on a quarterly basis and principal according to maturity schedule shown below.
Interest will be paid on a quarterly basis.
Start date
Final date
Amount
Interest rate
10/31/2015
10/31/2015
12/01/2017
12/01/2018
7,500
7,500
110% of CDI
110% of CDI
Falling due
Falling due
10/31/2015
10/31/2015
10/31/2015
12/01/2019
12/01/2020
12/01/2021
30,000
45,000
60,000
110% of CDI
110% of CDI
110% of CDI
Falling due
Falling due
Falling due
57
Status
(p)
On September 19, 2016, the Company contracted thirteen credits notes (CCB), with Banco Ita BBA, in total amount of R$ 325,000 in order to consolidate
its cash position. No guarantee was granted for such instruments. The interest will be paid semiannually and principal in 1 installment to be paid on
September 19, 2019.
Start date
Final date
Amount
Interest rate
09/19/2016
09/19/2019
325,000
108.00% of CDI
As of September 30, 2016, the Company satisfied all covenants of loan and financing
agreements in effect.
Ebtida used to calculate financial covenants follow the definition set forth in the loan
agreements.
Non-current loans and financing mature as follows:
September 30, 2016
Parent
company
Consolidated
Parent
company
Consolidated
131,362
278,744
1,032,626
157,503
350,436
1,461,133
124,047
324,047
709,090
208,407
393,198
1,030,996
1,442,732
1,969,072
1,157,184
1,632,601
Funding costs
2017
2018
2019 onwards
(2,891)
(7,548)
(15,183)
(3,191)
(8,721)
(26,074)
(4,761)
(5,671)
(12,747)
(5,836)
(6,717)
(22,232)
(25,622)
(37,986)
(23,179)
(34,785)
1,417,110
1,931,086
1,134,005
1,597,816
58
14
Accounts payable
September 30, 2016
Parent
company Consolidated
Suppliers
Contractual retentions
Compensations payable
Labor obligations
15
Consolidated
8,200
3,528
1,121
34,787
37,347
10,199
3,708
37,122
8,181
5,034
250
36,071
40,109
9,841
1,450
36,464
47,636
88,376
49,536
87,864
Debentures
3rd issuance of debentures for primary public distribution
On October 15, 2014, the Company completed the 3rd issue of debentures for primary public
distribution, in the amount of R$400,000. 40,000 simple, non-convertible, book-entry,
registered and unsecured debentures were issued in a single series for public distribution with
restricted efforts, on a firm guarantee basis, with par value of R$10. The transaction will be
repaid in two equal installments at the end of the fifth and sixth year with bear semi-annual
interest. The final issuance price was set on September 25, 2014 through a book building
procedure with remuneration set at 100% of the accumulated fluctuation of average daily DI
rates increased on a compounded basis by a spread or surcharge of 0.87% p.a. The total
estimated debentures transaction cost was R$ 1,777. The net proceeds obtained by the Company
with the Issuance will be fully used to (i) perform the early redemption of the total simple, nonconvertible, unsecured, single-series debentures of the Company's second issuance; And (ii) the
remaining balance to defray general expenses and settle short- and long-term debts and/or
reinforce the working capital of the Company and/or its subsidiaries. The financial covenants of
these debentures are: (i) net debt/ EBITDA less than or equal to 4.0; (ii) EBITDA/ net interest
expense greater than or equal to 2.
We list interest payment events: (i) On April 15, 2015, interest installment amounting to
R$24,491 was paid, (ii) on October 15, 2015, an installment amounting to R$28,307 was paid;
(iii) on April 15, 2016, an installment amounting to R$28,950 was paid and (iv) on October 17,
2016 an installment amounting to R$ 29,421 was paid.
As of September 30, 2016, the Company presents the financial ratios within the limits preestablished in the indenture.
Ebtida used to calculate financial covenants follow the definition set forth in the loan
agreements.
Any change or renegotiation of terms or conditions in the aforementioned Indenture should be
approved by debenture holders, subject to the rules and quorum set forth therein.
59
16
Current
Land So Caetano - Quadra H
Land Canoas
Land Jacarepagu (a)
Air Rights - Barra (b)
Other
Parent
company
Consolidated
Parent
company
Consolidated
269
4,338
3,358
9,661
14,384
269
269
8,964
6,291
22,960
14,466
269
269
32,010
269
52,950
9,641
8,266
2,689
1,573
16,872
18,893
17,907
40,027
269
49,917
269
92,977
Non-current
Land So Caetano - Quadra H
Land Canoas
Land Jacarepagu (a)
Air Rights - Barra (b)
Total
(a)
On July 8, 2015, the final deed of purchase of land was signed, ratifying all the terms of the purchase and sale agreement.
Through the Deed of Purchase and Sale signed on May 29, 2015, the Company, through its subsidiary ParkShopping
Jacarepagu Ltda, agreed to acquire 91% of a plot of land of 94,936.02 square meters, located in the city of Rio de
Janeiro, from CCISA05 Incorporadora LTDA., for R$ 96,798. That amount will be settled as follows: (i) R$ 34,107 by
assuming the obligation to build a shopping mall in that location (which will include the 9% fraction retained by the land
seller) and (ii) R$ 62,691 in cash. The cash portion, in turn, will be settled as follows: (i) R$ 20,322 was paid upon the
execution of the deed, and; (ii) R$ 32,136 in 40 consecutive monthly installments, the first of which totaling R$ 803 and
falling due 30 days from the date of execution of the deed, and the remaining installments on the same day of the
subsequent months, and (iii) R$ 10,232 within 180 days from the date of execution of the deed. Items (ii) and (iii) above
shall be subject to restatement from the date of execution of the deed until the due dates by the variation of the CDI rates
(100%).
(b)
By means of a Public Agreement for Assignment of Transferable Construction Potential (air rights) entered into on April
06, 2015, the Company, through its subsidiary Multiplan Greenfield III Empreendimento Imobilirio Ltda, acquired
12,000 square meters of air rights from J.J. Coimbra Participaes LTDA, for R$ 65,400. This amount will be settled as
follows: (i) R$ 22,890 on the execution date; (ii) R$ 42,510 in 36 consecutive monthly installments of R$ 1,181, bearing
interest at the CDI rate from the execution date until the actual due date of each installment.
2017
2018
60
Consolidated
Consolidated
5,953
11,954
28,369
11,658
17,097
40,027
17
Parent
company Consolidated
INSS payable
PIS and COFINS payable
Service tax payable
Income and social contribution taxes payable
IRRF on Interest on shareholders equity (JCP)
payable
Other
18.1
Consolidated
139
12,608
-
693
14,502
1,796
2,490
278
9,451
-
610
11,545
2,039
2,119
9,838
19,215
905
19,215
11,475
29,849
47,003
12,747
18
Parent
company
29,319
December
31, 2015
Additions
1,244
2,287
4,691
173
590
1,291
68
8,395
1,949
Decreases
(946)
(946)
September
30, 2016
1,244
2,877
5,036
241
9,398
Consolidated
December
31, 2015
Additions
Decreases
September
30, 2016
1,244
2,602
5,209
237
5,366
1,475
61
(576)
(1,157)
-
1,244
7,392
5,527
298
9,292
6,902
(1,733)
14,461
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 advisors, as follows:
(a)
The Company was a party to lawsuits involving the collection of PIS (Social Integration Program contribution) and
COFINS (Social Contribution on Income) on lease income and other income that does not meet the definition of
gross income, pursuant to Law No. 9,718/98, referring to the period from 1999 to 2004. The payments of these taxes
were calculated in accordance with prevailing tax laws and deposited with the courts.
Currently, the provision comprises only the PIS amounts levied on lease income, considering final favorable court
decisions obtained in these lawsuits disputing the levy of these contributions on other income. The Company
61
requested in court the conversion into income of the deposits referring to the accrued portion and the release of the
other amounts. Up to now, the Company is awaiting the total fulfillment of its request.
62
(b)
The legal advisors rated as probable the likelihood of losses in some lawsuits related to real estate contract
rescissions, which totaled R$ 4,450.
The remaining balance of the provisions for civil contingencies consists of various claims in insignificant amount
filed against the shopping malls in which the Company holds equity interest.
December 31,
2015
Tax
Civil and administrative
Labor
19,979
10,678
22,517
19,853
6,755
16,525
Total
53,174
43,133
Tax
ITBI (Property Transfer Tax) collection arising from full merges of companies which owned
properties. The disputes regarding the levy of this tax are concentrated in the cities of So Paulo
(R$ 6,249) and Belo Horizonte (R$ 5,494) and in Braslia (R$ 1,708), in all cases, the Company
requests the acknowledgment of the non-applicability of ITBI (Property Transfer Tax) based on
the provisions of Article 37, paragraph 4, of the Brazilian Tax Code.
The disputes in Braslia obtained unfavorable decisions in the first and second instances and are
awaiting judgment by Federal Supreme Court (STF). In So Paulo, four tax collection
proceedings have been filed and are still pending judgment.
In Belo Horizonte, four disputes continue at the administrative level. The Company obtained a
favorable decision in the first instance in one of the lawsuits and is awaiting judgment of the
appeals presented in other administrative proceedings.
Contingent assets
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$6,000 to Clube de Regatas do Flamengo to be deducted from the
income earned by the Club after the opening of the shopping center located in Gvea, which
was the object of the Consortium. However, the project was canceled, and Clube de Regatas do
Flamengo did not return the amount advanced. The Consortium members decided to file a
lawsuit claiming the Clubs reimbursement of the amount advanced.
63
On March 18, 2016, the Consortium signed a Private Transaction Instrument with Clube de
Regatas do Flamengo, which was dully authorized by its Advisory Board on April 15, 2016.
According to this Instrument, Clube agreed to pay the consortium the amount of R$ 61,500. Of
this amount, the Club had already paid to the Consortium the amount of R$ 14,469 in 2012 and
2013, by releasing the amounts deposited in Court, still remaining a balance payable of
R$47,031, fully settled in the last quarter.
Consequently, a petition was filed in the proceeding informing about the fulfillment of the
agreement, and requiring the extinguishment of the foreclosure, granted by the Judge on June 1,
2016.
18.2
Judicial deposits
Parent company
Judicial deposits
PIS and COFINS (a)
Civil deposits
Labor deposits
Other
December
31, 2015
Additions
Decreases
September
30, 2016
5,027
3,770
782
527
1,372
3,353
182
(20)
(3)
(286)
5,007
5,139
4,135
423
10,106
4,907
(309)
14,704
Consolidated
Judicial deposits
December
31, 2015
Additions
Decreases
September
30, 2016
5,748
4,622
1,074
1,077
1,395
3,376
188
(20)
(124)
(286)
5,728
5,893
4,450
979
12,521
4,959
(430)
17,050
(a)
The balance of the PIS and COFINS deposits refers to the court disputes described in Note 18, item a.
64
19
(a)
20
a.
Parent
company
Consolidated
70,343
(70,545)
1,336
Current assets
Non-current assets
Current liabilities
Non-current liabilities
105,240
(114,115)
1,3363
Consolidated
83,022
(81,082)
1,376
124,053
(108,077)
1,376
1,135
(7,538)
3,316
17,352
(23,138)
(47,406)
27,842
43,838
(32,553)
(81,562)
38,986
67,591
(24,120)
(56,962)
40,300
44,098
(30,716)
(77,361)
52,190
73,239
Refers to cost related to brokerage of key money. The tenant allowance is an incentive offered by the
Company to a few storeowners for them to establish in a property of Multiplan Group.
Shareholders' equity
Capital
As of September 30, 2016, the Companys capital is represented by 189,997,214 common and
preferred shares (189,997,214 common and preferred shares as at December 31, 2015)
registered and book-entry, with no par value, distributed as follows:
Number of shares
September 30, 2016
Shareholder
Multiplan Planejamento. Participaes e
Administrao S.A.
1700480 Ontrio Inc.
Jos Isaac Peres
FIM Multiplus Investimento no Exterior
Credito Privado
Fundo de Investimento de Aes Cabral
Maria Helena Kaminitz Peres
Outstanding shares
Board of directors and Executive Board
Total outstanding shares
Shares in treasury
Common Preferred
42,123,783
Common Preferred
- 42,123,783 42,123,783
Total
- 42,123,783
2,459,756
79,548,415
157
1,036,568
- 2,459,756 2,459,756
- 79,548,415 77,649,591
157
157
1,036,568
- 2,459,756
- 77,649,591
157
1,313,864
2,176,120
2,176,120
65
b.
Shares in treasury
The Company acquired 6,608,500 common shares up to September 30, 2016 (6,568,500 up to
December 31, 2015). Up to September 30, 2016, 5,294,636 shares were used to settle the
exercise of stock options. As of September 30, 2016, shares in treasury totaled 1,313,864 shares
(2,176,120 shares as of December 31, 2015). See note 21 for further details.
As at September 30, 2016, the percentage of outstanding shares (outstanding and Board of
Directors and Executive Board shares) is 41.87% (40.87% as at December 31, 2015). The shares
in treasury were acquired at a weighted average cost of R$ 48.13 (value in reais), a minimum
cost of R$ 9.80 (value in reais) and a maximum cost of R$59.94 (value in reais). The share
trading price calculated based on the last price quotation before period end was R$ 63.20 (value
in reais).
c.
d.
66
67
21
a.
Share-based payments
Stock option plan program (to be settled in membership certificates)
The Special Shareholders Meeting held on July 6, 2007 approved a Stock Option Plan to its
management, employees and service providers or those of other entities under the Companys
control.
Such plan is managed by the Board of Directors, and the Chief Executive Officer is responsible
for determining the holders of the stock options.
Options granted, under the Stock Option Plan approved in 2007, do not confer on their holders
the right to buy shares based on a number of shares exceeding 7% of the Companys capital at
any time. The dilution corresponds to the percentage represented by the number of stock options
divided by the total number of shares issued by the Company.
The issuance of our shares through the exercise of stock options under the Stock Option Plan
would result in a dilution for our shareholders since the stock options to be granted under the
Stock Option Plan can confer acquisition rights on a volume of shares of up to 5% of our
capital, not considering the options of the CEO or 7% considering it. As of September 30, 2016,
the percentage of stock options granted is 4.7847% of capital, without considering the CEOs
options, and 5.8362% when the CEOs options are considered.
The beneficiaries eligible to the Stock Option Plan can exercise their options within up to six
years as from the grant date. Each stock option granted can be converted into a Company
common share at the time of exercise of the option or settled in cash. The vesting period will be
of up to four years, with redemption of 33.4% after the second anniversary, 33.3% after the third
anniversary, and 33.3% after the fourth anniversary.
The option price shall be based on the average price of the Companys shares of the same class
and type over the last 20 (twenty) trading sessions on the So Paulo Stock Exchange (Bovespa)
immediately prior to the option grant date, weighted by the trading volume, adjusted for
inflation based on the IPCA, or based on any other index determined by the Board of Directors,
through the option exercise date.
The Company offered nine stock option grants from 2007 to September 30, 2016, which satisfy
the maximum limit of 7% provided for in the plan:
68
Maximum
quantity of
shares (*)
Quantity of
options exercised
up to September
30, 2016
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
312,217
311,288
311,295
33.4%
33.3%
33.3%
419,494
418,246
418,260
419,494
418,246
418,258
33.4%
33.3%
33.3%
322,880
321,927
316,290
322,880
321,927
316,286
33.4%
33.3%
33.3%
433,228
425,277
415,295
417,664
400,207
379,957
33.4%
33.3%
33.3%
443,532
432,220
432,228
353,726
279,709
130,882
33.4%
33.3%
33.3%
544,269
542,640
542,641
33.4%
33.3%
33.3%
726,299
724,125
724,126
52,630
14,985
14,985
(*)
Net amount of shares canceled due to the termination of the Companys employees before the minimum option
exercise term.
(1)
In relation to the Program 9, it was approved the change in the grace period of 45,000 options.
69
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:
Strike price (R$)
Program 1
Program 2
Program 3
Program 4
Program 5
Program 6
Program 7
Program 8
Program 9
9.80
22.84
20.25
15.13
30.27
33.13
39.60
56.24
48.03
(1)
Closing price on the last day used in the pricing of the stock option plan
(2)
Issue price upon the Companys going public on June 27, 2007
Program 1
Program 2
Program 3
Program 4
Program 5
Program 6
Program 7
Program 8
Program 9
IPCA
IPCA
IPCA
IPCA
IPCA
IPCA
IPCA
IPCA
IPCA
Quantity
1,497,773
114,000
1,003,400
1,300,100
966,752
1,297,110
1,347,960
1,689,550
2,214,550
Volatility
Risk-free rate
Average
maturity
Fair value
48.88%
48.88%
48.88%
48.79%
30.90%
24.30%
23.84%
20.58%
18.15%
12.10%
12.50%
12.50%
11.71%
6.60%
6.30%
3.69%-4.40%
2.90%-3.39%
5.22%-6.09%
3.25 years
4.50 years
4.50 years
4.50 years
3.00 years
3.00 years
3.00 years
3.00 years
3.00 years
R$ 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.
70
Price (**)
(R$)
7,398,395
9,028,970
11,133,550
11,133,550
11,088,544
23.76
34.99
39.45
43.72
46.36
1,347,960
1,669,550
2,174,550
-
41.34
57.76
49.73
-
3,514,828
4,274,179
5,283,715
5,890,153
6,792,409
18.01
20.00
23.42
25.25
28.78
1,083,556
759,351
1,009,536
606,438
902,256
24.80
29.23
37.89
41.15
51.83
3,704,313
4,868,254
6,049,707
7,531,446
9,182,117
18.36
21.45
25.68
31.95
37.86
1,039,140
1,163,941
1,181,453
1,481,739
1,616,617
25.89
31.53
42.87
56.47
62.10
3,883,567
4,754,791
5,849,835
5,243,397
4,295,135
35.50
45.83
50.85
57.76
63.07
(**)
Net value of shares canceled due to the termination of the Companys employees before the minimum option exercise
term.
Price set by the end of the period or the date of exercise.
71
For share options exercised during 2013, the weighted average market price of shares was R$
58.21. In 2014, the weighted average market price of the shares was R$ 53.21. In 2015, the
weighted average market price of the shares was R$ 55.79. In the first nine months of 2016, the
weighted average market price of the shares was R$ 58.82.
The effect of the recognition of the payment based on shares in the Shareholders equity and in
Income, in the quarter ended September 30, 2016, was R$ 5,821 (R$9,590 as of September 30,
2015) of which R$2,781 (R$ 4,384 in 2015) refers to the managements portion.
b.
In thousands of reais
Book value of liabilities from units of investment
(i)
14,357
72
The Fair Value on the grant date was calculated assuming the following:
Fair Value on the grant date
Referential
value in the
Share
grant date
price Index of
(R$) (1) ](R$) (2) adjustment
Program 1
Program 2
46.71
61.38
46.27 IPCA
61.47 IPCA
Volatility of
MULT3
Quantity
(3)
Risk-free Average
Rate Maturity
Fair
Value
R$ 5.68
R$ 7.85
(1)
Investment units reference value on grant date corresponds to average quotation of the Companys shares in
BM&FBOVESPA, calculated by division of financial volume by the number of traded shares accumulated in 20
trading sessions immediately prior to their calculation base date.
(2)
Share price corresponds to average of 20 days prior to tax period end date.
(3)
The volatility used in the model was based on MULT3 of historical standard deviation in the appropriate period.
The fair value in the financial statement date was calculated assuming the assumptions listed
below:
Fair Value in the financial statement date
Referential
value (R$)
Program 1
Program 2
51.33
61.65
Share
price Index of
(R$) adjustment
Quantity
Risck-free Average
Rate Maturity
Fair
Value
63.10 IPCA
63.10 IPCA
R$ 11.50
R$ 9.12
Volatility
MULT3
Price (*)
(R$)
4,985,733
56.91
2,500,750
62.09
4,985,733
51.04
On September 30, 2016, only 45,483 investment units could be redeemed. Remaining
investment units were in grace period and, therefore, could not be redeemed.
(ii)
73
22
1/1/20169/30/2016
7/1/20159/30/2015
1/1/20159/30/2015
177,345
20,850
28,194
1,664
1,070
522,464
65,349
99,291
5,418
3,460
164,611
20,814
29,988
4,593
753
1,224
493,134
62,581
84,884
13,158
753
2,211
229,123
695,982
221,983
656,721
(21,604)
(67,317)
(20,431)
(60,479)
207,519
628,665
201,552
596,242
Consolidated
7/1/20169/30/2016
1/1/20169/30/2016
7/1/20159/30/2015
1/1/20159/30/2015
220,375
43,693
27,249
2,386
1,351
646,409
134,225
95,984
8,466
5,579
5,070
203,294
40,690
29,317
6,433
4,452
2,132
608,022
125,044
82,707
19,402
17,393
3,834
295,054
895,733
286,318
856,402
(29,766)
(91,473)
(28,611)
(84,840)
265,288
804,260
257,707
771,562
74
23
1/1/20169/30/2016
7/1/20159/30/2015
1/1/20159/30/2015
Services
Parking
Ground Leases
Properties (charges, IPTU, rental, common area
maintenance)
Other costs
Cost of properties sold
Depreciation and amortization
(814)
(256)
(1,878)
(2,317)
(475)
(5,939)
(832)
(84)
(1,734)
(2,528)
(84)
(5,544)
(6,137)
(10,296)
(155)
(24,257)
(17,293)
(21,948)
(2,504)
(74,059)
(4,650)
(4,853)
(103)
(24,826)
(11,833)
(9,538)
(127)
(74,403)
Total
(43,793)
(124,535)
(37,082)
(104,057)
Parent company
7/1/20169/30/2016
1/1/20169/30/2016
7/1/20159/30/2015
1/1/20159/30/2015
Services rendered
Properties sold
(43,638)
(155)
(122,031)
(2,504)
(36,979)
(103)
(103,930)
(127)
Total
(43,793)
(124,535)
(37,082)
(104,057)
Costs:
Consolidated
7/1/20169/30/2016
1/1/20169/30/2016
7/1/20159/30/2015
1/1/20159/30/2015
Services
Parking
Leases
Properties (charges, IPTU, rental, common area maintenance)
Other costs
Cost of properties sold
Depreciation and amortization
(734)
(4,191)
(1,888)
(8,396)
(16,476)
(2,920)
(34,790)
(1,961)
(12,375)
(5,969)
(24,155)
(39,224)
(8,051)
(106,512)
(880)
(3,853)
(1,743)
(6,493)
(9,655)
(4,332)
(35,759)
(2,626)
(11,971)
(5,572)
(16,608)
(22,461)
(16,856)
(106,280)
Total
(69,395)
(198,247)
(62,715)
(182,374)
75
Consolidated
7/1/20169/30/2016
1/1/20169/30/2016
7/1/20159/30/2015
1/1/20159/30/2015
Services rendered
Properties sold
(66,475)
(2,920)
(190,196)
(8,051)
(58,383)
(4,332)
(165,518)
(16,856)
Total
(69,395)
(198,247)
(62,715)
(182,374)
Costs:
Projects for Lease: Pre-operating expenses linked to real estate projects and shopping malls
expansion.
Projects for sale: Pre-operating expenses arising from real estate projects for sale.
Parent company
7/1/20169/30/2016
1/1/20169/30/2016
7/1/20159/30/2015
1/1/20159/30/2015
Personnel
Services
Marketing
Travels
Properties (charges, IPTU, rental, common area
maintenance)
Occupancy cost
Others
(20,651)
(5,875)
(1,486)
(1,090)
(56,809)
(19,155)
(4,702)
(3,089)
(16,784)
(8,273)
(1,482)
(1,489)
(49,281)
(23,012)
(4,942)
(4,668)
(458)
(2,454)
(2,727)
(1,530)
(6,507)
(13,897)
(580)
(2,443)
(3,848)
(1,633)
(6,396)
(6,836)
Total
(34,741)
(105,689)
(34,889)
(96,768)
Expenses on:
Administrative expenses - Headquarters
Administrative expenses - Properties
Expenses on projects for lease
Expenses on projects for sale
(32,478)
(1,245)
(793)
(225)
(99,192)
(4,743)
(1,361)
(393)
(31,627)
(2,231)
(781)
(260)
(88,779)
(4,487)
(2,633)
(869)
Total
(34,741)
(105,689)
(34,899)
(96,768)
76
Consolidated
24
7/1/20169/30/2016
1/1/20169/30/2016
7/1/20159/30/2015
1/1/20159/30/2015
Personnel
Services
Marketing
Travels
Properties (charges, IPTU, rental, common area maintenance)
Occupancy cost
Others
(20,929)
(6,866)
(2,061)
(1,140)
(4,682)
(2,952)
(3,185)
(58,461)
(22,211)
(6,157)
(3,339)
(14,484)
(7,702)
(16,023)
(17,305)
(9,628)
(3,779)
(1,720)
(3,975)
(2,836)
(5,004)
(50,816)
(26,680)
(10,792)
(5,223)
(14,435)
(7,665)
(9,208)
Total
(41,815)
(128,377)
(44,247)
(124,819)
Expenses on:
Administrative expenses - Headquarters
Administrative expenses - Properties
Expenses on projects for lease
Expenses on projects for sale
(32,733)
(6,051)
(2,298)
(733)
(101,616)
(19,328)
(5,501)
(1,932)
(32,623)
(5,647)
(4,747)
(1,230)
(91,078)
(18,662)
(11,902)
(3,177)
Total
(41,815)
(128,377)
(44,247)
(124,819)
77
7/1/20169/30/2016
1/1/20169/30/2016
7/1/20159/30/2015
1/1/20159/30/2015
9,618
(56,272)
1,067
(1,510)
(6)
(48)
2,227
(47)
27,389
(161,281)
3,378
(4,239)
(5)
2,879
6,060
(120)
5,542
(50,538)
1,248
(1,115)
(24)
467
1,162
(44)
20,048
(141,132)
3,759
(2,550)
(34)
2,269
3,816
(72)
573
762
1,698
2,667
490
(67)
359
1,254
(645)
1,187
43,636
121,574
42,520
(112,100)
Consolidated
25
7/1/20169/30/2016
1/1/20169/30/2016
7/1/20159/30/2015
1/1/20159/30/2015
11,523
(70,693)
3,508
(2,119)
33
386
2,705
(77)
33,109
(205,180)
11,051
(5,920)
33
5,661
7,079
(176)
6,655
(60,385)
3,210
(1,584)
(43)
506
1,387
(69)
22,676
(169,075)
5,721
(3,750)
(59)
2,597
(5)
4,505
(131)
607
2
1,324
1,812
4,957
520
(67)
(1,165)
1,340
(645)
(1,221)
52,801
147,574
(51,035)
(138,047)
Segment information
For management purposes, the Company recognizes four business segments that account for its
income and expenses. Segment reporting is required since margins, income and expense
recognition and deliverables are different among them. Profit or loss was calculated considering
only the Companys external clients.
Rental income
This refers to amounts collected by mall owners (the Company and its shareholders) in
connection with the areas leased in their shopping malls and commercial projects. The revenue
includes four types of rental: minimum Rent (based on a commercial agreement indexed to the
IGP-DI), Overage Rent (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 income).
Parking income
Income from payments made by clients 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.
78
As owners of the properties in which they are the shopping malls in which the Company owns
(or situations which ownership of the property stems from the lease), the Company is subject to
the payment of any extraordinary expenses that are not routine and therefore, condominium
liability. The Company is also subject to costs and costs of legal actions necessary for the
collection of past due rents, lawsuits in general (eviction, lease renewal, among others). The
expenses on the maintenance and operation expenses (common condominium expenses) of the
project will be borne by the storeowners.
Other
Includes depreciation expenses.
The shopping mall assets substantially comprise investment properties of operational shopping
centers and office projects operating and rental receivable and parking lots.
Projects
The operation of projects includes income and expenses arising from the development of
shopping mall and real estate project for lease. Development costs are recorded in the balance
sheet, but expenses on marketing, brokerage, property taxes, feasibility studies and other items
are recorded to the Companys income (loss). In the same way, the company believes that most
of its income from key money derives from projects initiated over the last 5 years (average
period to recognize income from key money), thus resulting from the lease of stores during the
construction process.
By developing its own projects, the company is able to ensure the quality of the properties that
will compose its portfolio.
Project assets mainly comprise investment properties that have a construction in progress and
accounts receivable (key money) from leased stores.
79
Gross income
Costs
Expenses
Other
Income before income and social
contribution taxes
Properties
for lease
Real estate
264,068
(66,475)
(6,051)
(25,371)
(2,919)
(733)
6,535
166,171
2,883
Management
and other
Total
2,386
(2,298)
(8,522)
28,601
(39,876)
(57,261)
295,055
(69,394)
(48,958)
(84,619)
(8,434)
(68,536)
92,084
Projects
Real estate
Projects
Management
and other
Total
Gross income
Costs
Expenses
Other
Income before income and social
contribution taxes
780,634
(190,196)
(19,328)
(72,290)
5,579
(8,051)
(1,932)
16,932
8,466
(5,501)
(25,053)
101,055
(120,499)
(159,594)
895,734
(198,247)
(147,260)
(240,005)
498,820
12,528
(22,088)
(179,038)
310,222
Operating assets
5,319,136
545,808
508,946
318,797
6,692,687
Gross income
Costs
Expenses
Other
Income before income and social
contribution taxes
Properties
for lease
Real estate
Projects
Management
and other
Total
243,983
(58,382)
(5,647)
(28,325)
4,452
(4,332)
(1,230)
4,400
6,433
(4,747)
(10,130)
31,451
(38,959)
(48,760)
286,319
(62,714)
(50,583)
(82,815)
151,629
3,290
(8,444)
(56,268)
90,207
80
26
26.1
Real estate
Projects
Management
and other
Total
Gross income
Costs
Expenses
Other
Income before income and social
contribution taxes
733,065
(165,517)
(18,662)
(84,010)
17,393
(16,856)
(3,177)
4,220
19,402
(11,902)
(29,029)
86,543
(104,365)
(125,046)
856,403
(182,373)
(138,106)
(233,865)
464,876
1,580
(21,529)
(142,868)
302,059
Operating assets
5,291,880
563,839
264,486
582,039
6,702,244
26.1.1
Indebtedness ratio
Indebtedness ratio is as follows:
Parent company
(a)
Consolidated
09/30/2016
12/31/2015
09/30/2016
12/31/2015
Debt (a)
Cash and cash equivalents and investment
1,923,956
(599,758)
1,626,242
(278,731)
2,573,429
(670,862)
2,266,042
(372,312)
Net debt
1,324,198
1,347,511
1,901,567
1,893,730
4,362,511
30.3%
4,181,257
32.23%
4,368,823
43.55%
4,187,399
45.22%
Debt is defined as short- and long-term loans, financing, debentures and property acquisition obligations, detailed in
notes 13, 15 and 16.
Of total defined in item (a) above, R$ 108,623 refers to the amount classified in the parent company and maturing in
the short-term on September 30, 2016 (R$ 94,013 on December 31, 2015) and R$1,815,333 classified in the long
term on September 30, 2016 (R$ 1,532,229 on December 31, 2015). In the consolidated financial statements, as of
September 30, 2016, R$ 226,225 is classified as short term (R$ 229,976 - December 31, 2015) and R$ 2,347,216 as
long term as of September 30, 2016 (R$ 2,036,066 as of December 31, 2015).
(b)
81
26.2
Market risk
The Company develops real estate projects as complement of its shopping mall projects, its
main business.
In developing real estate projects neighboring our shopping malls, this activity contributes to the
generation of flow of clients to the shopping center, thus expanding results of operations.
Additionally, the appreciation and convenience that a shopping center gives to the surrounding
area, enables us to (i) mitigate real estate project risks, (ii) select part of the public who will
reside or work in the areas of influence of our shopping malls and (iii) increase income from
properties sold.
For this reason, we a substantial landbank in the surrounding areas of our shopping malls.
26.3
26.4
(i)
Possibility of fluctuations in the fair value of financing pegged to fixed interest rates, if such rates
do not reflect current market conditions. The Company performs ongoing monitoring of these
indexes. The Company has not identified yet the need to enter into financial instruments to hedge
against interest rate risks.
(ii)
Possibility of unfavorable change in interest rates, which would result in increase in financial
expenses as a result of the debt portion pegged to variable interest rates. As of September 30,
2016, the Company and its subsidiaries invested their financial resources mainly in Interbank
Certificates of Deposit, yielding interest based on the CDI rate, which significantly minimizes this
risk.
(iii)
Inability to obtain financing in case the real estate market presents unfavorable conditions, not
allowing absorption of such costs.
(iv)
Trade accounts receivable, property acquisition obligations both with fixed interest rates and postfixed ones. This risk is administrated by the Company and its subsidiaries aimed at minimize the
exposure to the risk of having an interest rate of accounts receivable equating to its debt.
Debt exposure to different indices is as follows on the following dates:
82
26.5
26.6
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.
26.7
Sensitivity analysis
In order to analyze the sensitivity of financial asset and liability index to which the Company is
exposed as at September 30, 2016, five different scenarios were defined and an analysis of
sensitivity to fluctuations in the indexes of such instruments was prepared. Based on the
FOCUS report dated September 30, 2016, the IGP-DI, IGP-M and IPCA indexes and TJLP,
projections for 2016 was extracted from the BNDESs official website, the indexes CDI and the
TR rate were extracted from the CETIPs and BM&F BOVESPAs official websites, Such
index and rates were considered as probable scenario and increases and decreases of 25% and
50% were calculated.
Indexes of financial assets and financial liabilities:
Index
CDI
IGP-DI
IGP - M
IPCA
TJLP
TR
Decrease
of 50%
Decrease
of 25%
Probable
scenario
Increase
of 25%
Increase of
50%
7.13%
3.97%
4.01%
3.62%
3.75%
1.02%
10.69%
5.96%
6.01%
5.42%
5.63%
1.53%
14.25%
7.94%
8.01%
7.23%
7.50%
2.04%
17.81%
9.93%
10.01%
9.04%
9.38%
2.55%
21.38%
11.91%
12.02%
10.85%
11.25%
3.06%
Financial assets
The gross financial income was calculated for each scenario as of September 30, 2016, based on
one-year projection and not taking into consideration any tax levied on earnings. The sensitivity
for each scenario is analyzed below.
Financial income projection - 2016
83
Parent company
Decrease
of 50%
72,054
527,704
N/A
37,599
N/A
56,398
599,758
37,599
117,042
22,587
38,669
37,888
N/A
100% of CDI
Accounts receivable
Trade accounts receivable - store lease
Trade accounts receivable - key money
Trade accounts receivable - sale of completed units
Other trade accounts receivables
Balance at
09/30/2016
IGP-DI
IGP-DI
IGP-M + 11%
N/A
Increase
of 25%
Increase
of 50%
N/A
75,198
N/A
93,997
N/A
112,797
56,398
75,198
93,997
112,797
4,647
897
5,802
N/A
6,970
1,345
6,577
N/A
9,293
1,793
7,351
N/A
11,616
2,242
8,125
N/A
13,940
2,690
8,900
N/A
216,186
11,346
14,892
18,438
21,984
25,530
7,670
2,314
127
54
1,082
488
102
2,928
2,500
260
601
193
9
5
99
45
9
229
N/A
N/A
902
289
14
7
137
62
13
344
N/A
N/A
1,202
386
18
9
176
79
17
460
N/A
N/A
1,503
482
23
11
214
97
20
573
N/A
N/A
1,803
579
27
13
253
114
24
689
N/A
N/A
17,524
1,191
1,768
2,346
2,924
3,502
833,468
50,135
73,058
95,981
118,905
141,828
110% of CDI
117% of CDI
100% of CDI
100% CDI +3% p.a.
100% CDI +2% p.a.
100% CDI +2% p.a.
100% CDI +2% p.a.
110% of CDI
N/A
N/A
Total
Decrease Probable
of 25% scenario
Consolidated
Balance at
09/30/2016
Cash and cash equivalents and
financial instruments
Cash and cash equivalents
Financial Instruments
Accounts receivable
Trade accounts receivable - store lease
Trade accounts receivable - key money
Trade accounts receivable - sale of
completed properties
Trade accounts receivable - sale of
completed properties
Other trade accounts receivables
Total
N/A
100% of CDI
Decrease Decrease
of 50%
of 25%
Probable
scenario
Increase
of 25%
Increase
of 50%
123,790
547,072
N/A
38,979
N/A
58,468
N/A
77,958
N/A
97,447
N/A
116,937
670,862
38,979
58,468
77,958
97,447
116,937
IGP-DI
IGP-DI
153,945
36,737
6,112
1,458
9,167
2,188
12,223
2,917
15,279
3,646
18,335
4,375
IGP-M + 11%
38,669
5,802
6,577
7,351
8,125
8,900
IGP-M + 12%
N/A
103,778
41,882
16,610
N/A
18,688
N/A
20,766
N/A
22,844
N/A
24,922
N/A
375,012
29,982
36,620
43,257
49,894
56,532
110% of CDI
117% of CDI
1% of CDI
Interbank deposit
certificate - CDI +1% p.a.
100% CDI+3% p.a.
100% CDI +3% p.a.
100% CDI +2% p.a.
100% CDI+2% p.a.
110% of CDI
N/A
N/A
7,670
2,314
127
601
193
9
902
289
14
1,202
386
18
1,503
482
23
1,803
579
27
632
54
1,082
488
102
2,928
2,500
68
51
5
99
45
9
229
N/A
N/A
74
7
137
62
13
344
N/A
N/A
96
9
176
79
17
460
N/A
N/A
119
11
214
97
20
573
N/A
N/A
141
13
253
114
24
689
N/A
N/A
17,965
1,241
1,842
2,443
3,042
3,643
1,063,839
70,202
96,930
123,658
150,383
177,112
84
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 2016. The base date
used was September 30, 2016 projecting indices for one year and verifying their sensitivity in
each scenario.
Financial expenses projection - 2016
Parent company
Debentures
Debentures
Funding cost
Total
Remuneration
rate
Balance at
09/30/2016
Decrease
of 50%
Decrease
of 25%
Probable
scenario
Increase of
25%
Increase of
50%
TR + 8.70%
TR + 9.35%.
TR + 9.35%
108.5% of CDI
108% of CDI
CDI + 1.00%
110% of CDI
110% of CDI
110% of CDI
TR + 8.90%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
44,764
92,737
243,825
102,070
326,661
315,817
112,656
50,580
151,741
87,750
(867)
(154)
(5,740)
(6,662)
(4,180)
(4,401)
(1,142)
(4,027)
(2,113)
(1,347)
469
4,351
9,617
25,285
7,891
25,137
25,660
8,829
3,964
11,893
8,705
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
4,579
10,090
26,529
11,836
37,705
36,911
13,244
5,946
17,839
9,153
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
4,808
10,563
27,772
15,781
50,273
48,162
17,659
7,928
23,785
9,600
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
5,036
11,036
29,016
19,727
62,841
59,413
22,074
9,911
29,732
10,048
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
5,264
11,509
30,260
23,672
75,410
70,664
26,488
11,893
35,678
10,495
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
1,498,437
131,332
173,832
216,331
258,834
301,333
269
N/A
N/A
N/A
N/A
N/A
269
427,027
(1,780)
34,141
N/A
49,354
N/A
64,567
N/A
79,779
N/A
94,992
N/A
425,247
34,141
49,354
64,567
79,779
94,992
1,923,953
165,473
223,186
280,898
338,613
396,325
N/A
CDI + 0.87%
85
Consolidated
Remuneration
rate
Balance at
09/30/2016
Decrease
of 50%
Decrease
of 25%
Probable
scenario
Increase
of 25%
Increase
of 50%
TJLP +3.38%
TJLP +1.48%
TJLP
TJLP+3.32%
IPCA + 7.27%
TJLP
TJLP + 1.42%
TR + 8.70%
TR + 9.35%
TR + 9.35%
108.50% of CDI
108% of CDI
CDI + 1.00%
110% of CDI
110% of CDI
110% of CDI
TR + 8.90%
TR+8.70%
TR+8.70%
TR+9.25%
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
41,906
1,888
437
32,905
17,502
423
802
44,764
92,737
243,825
102,070
326,661
315,817
112,656
50,580
151,741
87,750
177,175
172,355
168,009
(867)
(154)
(5,740)
(6,660)
(4,180)
(4,401)
(1,142)
(4,027)
(2,113)
(1,347)
(83)
(75)
(4,102)
(3,990)
(5,318)
469
2,988
99
16
2,326
1,905
16
41
4,351
9,617
25,285
7,891
25,137
25,660
8,829
3,964
11,893
8,705
17,222
16,753
17,255
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
3,774
134
25
2,943
2,221
24
56
4,579
10,090
26,529
11,836
37,705
36,911
13,244
5,946
17,839
9,153
18,125
17,632
18,112
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
4,559
170
33
3,560
2,538
32
71
4,808
10,563
27,772
15,781
50,273
48,162
17,659
7,928
23,785
9,600
19,029
18,511
18,969
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
5,345
205
41
4,177
2,854
40
87
5,036
11,036
29,016
19,727
62,841
59,413
22,074
9,911
29,732
10,048
19,933
19,391
19,826
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
6,131
240
49
4,794
3,171
48
102
5,264
11,509
30,260
23,672
75,410
70,664
26,488
11,893
35,678
10,495
20,837
20,270
20,683
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
2,098,273
189,953
236,878
283,803
330,733
377,658
4,338
3,358
19,302
22,650
269
260
134
1,375
1,614
N/A
347
202
2,063
2,421
N/A
434
269
2,751
3,228
N/A
521
336
3,438
4,035
N/A
608
403
4,126
4,841
N/A
49,917
3,383
5,033
6,682
8,330
9,978
427,027
(1,780)
34,141
N/A
49,354
N/A
64,567
N/A
79,779
N/A
94,992
N/A
425,247
34,141
49,354
64,567
79,779
94,992
227,477
291,265
355,052
418,842
482,628
Land Quadra H
Land Canoas
Land Jacarepagu
Air rights - Barra
Other
Debentures
Debentures
Funding cost
Total
General Market
Price Index +
2%
IGPM
100% of CDI
100% of CDI
N/A
CDI + 0.87%
2,573,437
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 quarter ended September 30, 2016, the Companys financial assets and liabilities
generated a net financial loss of R$ 147,574.
86
The Company understands that an increase in the interest rates, in the indexes or in both may
cause an increase in the financial expenses negatively impacting the Companys net financial
result. In the same way, a decrease in the interest rates, in the indexes or in both may cause a
reduction in the financial income negatively impacting the Companys net financial income.
26.8
Up to 1
1-3
>3
Total
Financial Instruments
Loans and financing
Property acquisition obligations
Debentures
527,704
81,327
269
27,027
973,611
199,108
443,499
199,112
527,704
1,498,437
269
425,247
Total
636,327
1,172,719
642,611
2,451,657
Consolidated
Years:
September 30, 2016
Up to 1
1-3
>3
Total
Financial Instruments
Loans and financing
Property acquisition obligations
Debentures
547,072
167,187
32,010
27,027
1,157,981
17,907
199,108
773,105
199,112
547,072
2,098,273
49,917
425,247
Total
773,296
1,375,996
972,217
3,120,509
87
26.9
Consolidated
09/30/2016
12/31/2015
09/30/2016
12/31/2015
527,704
163,594
547,072
213,312
216,186
17,124
235,307
17,577
375,012
17,965
402,494
16,530
1,498,437
1,215,718
2,098,273
1,762,810
269
425,247
269
410,247
49,917
425,247
92,977
410,255
Valuation techniques and assumptions applied for purposes of fair value calculation
The estimated fair values of financial assets and liabilities of the Company and its subsidiaries
have been determined using available market information and appropriate valuation
methodologies in conformity with the financial statements for the year ended December 31,
2015.
27
A
B
C=Average (between A and
B)
D
E
E/C
E/(C+D)
28
Parent
company
Consolidated
Parent
company
Consolidated
189,997,214
1,783,637
189,997,214
1,783,637
189,997,214
1,677,803
189,997,214
1,677,803
Average shares
Dilutive
Net income for the year attributed to Companys
shareholders
Earnings per share
Adjusted income / share
188,213,577
8,101
188,213,577
8,101
188,319,411
37,553
188,319,411
37,553
225,979
1.2007
1.2006
226,781
1.2049
1.2049
228,554
1.2137
1.2134
224,482
1.1920
1.1918
Subsequent event
On October 31, 2016 the acquisition of minority stakes at BarraShopping and
MorumbiShopping will be completed, through the signing of the contract of purchase with
payment of the remaining balance of R$ 446,321, as mentioned on note 1.
***
88