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Multiplan

Empreendimentos
Imobilirios S.A.
Quarterly information - ITR
September 30, 2016

KPDS 165960

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

Contents
Report on the review of quarterly information - ITR

Balance sheets

Statements of income

10

Statements of comprehensive income

12

Statements of changes in shareholders equity

13

Statements of cash flows

15

Statements of added value

19

Notes to the quarterly information

23

KPMG Auditores Independentes


Av. Almirante Barroso, 52 - 4 andar
20031-000 - Rio de Janeiro/RJ - Brasil
Caixa Postal 2888 - CEP 20001-970 - Rio de Janeiro/RJ - Brasil
Telefone +55 (21) 3515-9400, Fax +55 (21) 3515-9000
www.kpmg.com.br

Independent auditors report on quarterly


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

To
Board Members and Shareholders of
Multiplan Empreendimentos Imobilirios S.A.
Rio de Janeiro - RJ

Introduction
We have reviewed the individual and consolidated interim accounting information of
Multiplan Empreendimentos Imobilirios S.A.(Company), 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, a Brazilian entity and a member firm of the


KPMG network of independent member firms affiliated with KPMG
International Cooperative (KPMG International), a Swiss entity.
3

Scope of the review


We conducted our review in accordance with Brazilian and International Interim Information
Review Standards (NBC TR 2410 - Reviso de Informaes Intermedirias Executada pelo
Auditor da Entidade and ISRE 2410 - Review of Interim Accounting Information Performed
by the Independent Auditor of the Entity, respectively). A review of interim information
consists of making inquiries primarily of the management responsible for financial and
accounting matters and applying analytical procedures and other review procedures. The
scope of a review is significantly less than an audit conducted in accordance with auditing
standards and, accordingly, it did not enable us to obtain assurance that we were aware of
all the material matters that would have been identified in an audit. Therefore, we do not
express an audit opinion.
Conclusion on the individual and consolidated interim financial information
prepared in accordance with CPC 21 (R1)
Based on our review, nothing has come to our attention that causes us to believe that the
accompanying individual and consolidated interim financial information referred to above is
not prepared, in all material respects, in accordance with CPC 21 (R1) and presented in
accordance with the standards issued by CVM applicable to the preparation of Interim
Financial Information.
Conclusion on the consolidated interim financial information prepared in accordance
with international standard IAS 34, which considers technical guideline OCPC 04 on
the application of technical interpretation ICPC 02 to real estate development entities
in Brazil, issued by the CPC and approved by the CVM and the CFC
Based on our review, nothing has come to our attention that causes us to believe that the
accompanying consolidated interim financial information referred to above is not prepared,
in all material respects, in accordance with IAS 34 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,
applicable to the preparation of Interim Financial Information, and presented in accordance
with the standards issued by CVM.
Emphasis of matters
We draw attention to Note 2 to the interim financial information, which states that the
individual and consolidated interim financial information have been prepared in accordance
with accounting practices adopted in Brazil (CPC 21 (R1)). The consolidated interim
financial information, prepared in accordance with IAS 34 applicable to real estate
companies in Brazil, also considers technical guideline OCPC 04 issued by the CPC. Such
technical guideline addresses the recognition of real estate revenues and involves issues
related to the meaning and application of the concept of continuous transfer of risks,
rewards and control on the sale of real estate units, as detailed in note 2. Our conclusion
does not contain any qualification regarding this matter.

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, a Brazilian entity and a member firm of the


KPMG network of independent member firms affiliated with KPMG
International Cooperative (KPMG International), a Swiss entity.
4

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.

Rio de Janeiro, October 28, 2016

KPMG Auditores Independentes


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

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, a Brazilian entity and a member firm of the


KPMG network of independent member firms affiliated with KPMG
International Cooperative (KPMG International), a Swiss entity.
5

Multiplan Empreendimentos Imobilirios S.A.


Balance sheets at September 30, 2016 and December 31, 2015
(Amounts expressed in thousands of Reais R$)

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

Total current assets

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

Total non-current assets

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)

The accompanying notes are an integral part of this quarterly information.

Multiplan Empreendimentos Imobilirios S.A.


Balance sheets at September 30, 2016 and December 31, 2015
(Amounts expressed in thousands of Reais R$)
Consolidated
09/30/2016

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

Total non-current assets

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)

The accompanying notes are an integral part of this quarterly information.

Multiplan Empreendimentos Imobilirios S.A.


Balance sheets at September 30, 2016 and December 31, 2015
(Amounts expressed in thousands of Reais R$)
Parent company
09/30/2016

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

Total non-current liabilities

2,047,083

1,742,242

Equity (Note 20)


Capital
Share issuance costs
Capital reserves
Profit reserves
Shares in treasury
Effects on capital transaction
Income (loss) for the period

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)
-

Total shareholders' equity

4,362,511

4,181,259

Total shareholders equity and liabilities

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

The accompanying notes are an integral part of this quarterly information.

Multiplan Empreendimentos Imobilirios S.A.


Balance sheets at September 30, 2016 and December 31, 2015
(Amounts expressed in thousands of Reais R$)
Consolidated
09/30/2016

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

Total current liabilities

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

Total non-current liabilities

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

Total shareholders' equity

4,368,823

4,187,401

Total shareholders equity and liabilities

7,452,967

7,014,259

Shareholders' equity (Note 20)


Capital
Share issuance costs
Capital reserves
Profit reserves
Shares in treasury
Effects on capital transaction
Income (loss) for the period

Non-controlling interests

The accompanying notes are an integral part of this quarterly information.

Multiplan Empreendimentos Imobilirios S.A.


Statements of income
Quarter ended September 30, 2016 and 2015
(In thousands of Reais, except basic and diluted earnings per share, in reais)
Parent company
7/1/20169/30/2016

1/1/20169/30/2016

7/1/20159/30/2015

1/1/20159/30/2015

Net operating income (Note 22)

207,519

628,665

201,552

596,242

Cost of services rendered and properties sold


(Note 23)

(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)

Income before income and social contribution


taxes

85,769

290,622

87,648

292,932

Income and social contribution taxes (Note 8)


Current
Deferred

(29,109)
1,413

(57,404)
(7,239)

(23,489)
(3,673)

(53,278)
(11,100)

Total current and deferred income and social


contribution taxes

(27,696)

(64,643)

(27,162)

(64,378)

58,073

225,979

60,486

228,554

1.2007
1.2006

1.2137
1.2134

Operating income (expenses):


Administrative expenses Headquarters
(Note 23)
Administrative expense - Properties (Note
23)
Expenses on projects for lease (Note 23)
Expenses on projects for sale (Note 23)
Administrative expenses - share-based
compensation (Note 21)
Share of profit of equity-accounted
investees (Note 9)
Depreciation and amortization
Other operating income, net
Operating income before financial income
Net financial income (loss) (Note 24)

Net income for the period


Basic earnings per share (Note 27)
Diluted earnings per share (Note 27)

The accompanying notes are an integral part of this quarterly information.

10

Multiplan Empreendimentos Imobilirios S.A.


Statements of income
Quarter ended September 30, 2016 and 2015
(In thousands of Reais, except basic and diluted earnings per share, in reais)
Consolidated
7/1/20169/30/2016

1/1/20169/30/2016

7/1/20159/30/2015

1/1/20159/30/2015

Net operating income (Note 22)

265,288

804,260

257,707

771,562

Cost of services rendered and properties sold


(Note 23)

(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)

Income before income and social contribution


taxes

92,084

310,222

90,207

302,059

Income and social contribution taxes (Note 8)


Current
Deferred

(35,110)
1,096

(77,935)
(5,375)

(28,122)
(3,656)

(66,444)
(11,335)

Total current and deferred income and social


contribution taxes

(34,014)

(83,310)

(31,778)

(77,779)

Net income for the period

58,070

226,912

58,429

224,280

Income attributable to:


Non-controlling interest
Owners of the parent company

40
58,030

131
226,781

(127)
58,556

(202)
224,482

1.2049
1.2049

1.1920
1.1918

Operating income (expenses):


Administrative expenses - Headquarters (Note
23)
Administrative expense Properties (Note 23)
Expenses on projects for lease (Note 23)
Expenses on projects for sale (Note 23)
Stock option compensation expenses (Note 21)
Share of profit of equity-accounted investees
(Note 9)
Depreciation and amortization
Other operating income, net
Operating income before financial income
Net financial income (loss) (Note 24)

Basic earnings per share (Note 27)


Diluted earnings per share (Note 27)

The accompanying notes are an integral part of this quarterly information.

11

Multiplan Empreendimentos Imobilirios S.A.


Statements of comprehensive income
Quarters and semesters ended September 30, 2016 and 2015
(In thousands of Reais R$)
Parent company
7/1/20169/30/2016

1/1/20169/30/2016

7/1/20159/30/2015

1/1/20159/30/2015

Net income for the period


Other comprehensive income

58,073
-

225,979
-

60,486
-

228,554
-

Total comprehensive income for the


period

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

Net income for the period


Other comprehensive income

58,070
-

226,912
-

58,429
-

224,280
-

Total comprehensive income for the


period

58,070

226,912

58,429

224,280

Total comprehensive income attributable


to:
Non-controlling interests
Owners of the parent company

40
58,030

131
226,781

(127)
58,556

(202)
224,482

The accompanying notes are an integral part of this quarterly information.

12

Multiplan Empreendimentos Imobilirios S.A.


Statements of changes in shareholders equity - Parent company
Quarter ended September 30, 2016 and 2015
(Amounts expressed in thousands of Reais R$)
Capital

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

Balances at September 30, 2015

2,388,062

(39,003)

87,435

186,548

696,253

88,271

824,258

(104,314)

(89,996)

138,554

4,176,068

Balances at December 31, 2015

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

Exercise of stock options


Share issuance costs
Repurchase of shares to be held in treasury (Note
20.b)
Stock options granted
Anticipation of interest on shareholders equity
Supplementary dividends of prior years (Note 20.c)
Net income for the period

Exercise of stock options


Share issuance costs
Stock options granted
Anticipation of interest on shareholders equity
(Note 20.c)
Net income for the period
Balances at September 30, 2016

The accompanying notes are an integral part of this quarterly information.

13

Multiplan Empreendimentos Imobilirios S.A.


Statements of changes in shareholders equity - Consolidated
Quarter ended September 30, 2016 and 2015
(Amounts expressed in thousands of Reais R$)
Capital

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)
-

Balances at September 30, 2015

2,388,062

(39,003)

87,435

186,548

696,253

88,271

824,258

Balances at December 31, 2015

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

Balances at December 31, 2014


Equity in net income of subsidiary (Note 2.2)
Share issuance costs
Non-controlling interest
Exercise of stock options
Repurchase of shares to be held in treasury (Note
20.b)
Stock options granted
Anticipation of interest on shareholders equity
Supplementary dividends of prior years (Note 20.c)
Net income for the period

Equity in net income of subsidiary (Note 2.2)


Share issuance costs
Non-controlling interest
Exercise of stock options
Stock options granted
Anticipation of interest on shareholders equity
(Note 20.c)
Net income for the period
Balances at September 30, 2016

The accompanying notes are an integral part of this quarterly information.

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

Multiplan Empreendimentos Imobilirios S.A.


Statements of cash flows
Quarter ended September 30, 2016 and 2015
(Amounts expressed in thousands of Reais R$)
Parent company
9/30/2016

9/30/2015

Cash flows from operating activities


Income (loss) before taxes

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

Changes in assets and liabilities


Land and properties for sale
Accounts receivable
Judicial deposits
Deferred costs
Other assets
Accounts payable
Property acquisition obligations
Taxes and contributions payable
Income and social contribution taxes paid
Deferred income
Other liabilities

(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

Net cash generated in operating activities

435,078

423,209

The accompanying notes are an integral part of this quarterly information.

15

Multiplan Empreendimentos Imobilirios S.A.


Statements of cash flows
Quarter ended September 30, 2016 and 2015
(Amounts expressed in thousands of Reais R$)

Parent company
09/30/2016

09/30/2015

Cash flows from investment activities


Acquisition of Investments
Receipts from disposal investment
Dividends received
Capital decrease on investees
Receipt (payment) on related-party transactions
Acquisition of property, plant and equipment
Acquisition of investment property
Receipts from disposal property investments
Acquisition of intangible assets
Acquisitions of Financial instruments

(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

Net cash used in investment activities

(537,157)

(147,366)

Cash flows from financing activities


Loans and financing
Payment of loans and financing
Payment of interests on loans and financing
Cash from stock option exercise
Repurchase of shares to be held in treasury
Share issuance costs
Payment of interest on debentures
Dividends and interest on interest on shareholders equity paid

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)

Decrease in cash and cash equivalents

(43,083)

(40,167)

Cash and cash equivalents in the beginning of the period


Cash and cash equivalents at the end of the period

115,137
72,054

117,125
76,958

Decrease in cash and cash equivalents

(43,083)

(40,167)

Net cash generated (consumed) in financing activities

The accompanying notes are an integral part of this quarterly information.

16

Multiplan Empreendimentos Imobilirios S.A.


Statements of cash flows
Quarter ended September 30, 2016 and 2015
(Amounts expressed in thousands of Reais R$)
Consolidated
9/30/2016

9/30/2015

Cash flows from operating activities


Income (loss) before taxes

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

Variation in operating assets and liabilities


Land and properties for sale
Accounts receivable
Judicial deposits
Deferred costs
Other assets
Accounts payable
Property acquisition obligations
Taxes and contributions payable
Income and social contribution taxes paid
Deferred income
Other liabilities

(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

Net cash generated in operating activities

477,272

434,346

The accompanying notes are an integral part of this quarterly information.

17

Multiplan Empreendimentos Imobilirios S.A.


Statements of cash flows
Quarter ended September 30, 2016 and 2015
(Amounts expressed in thousands of Reais R$)

Consolidated
09/30/2016 09/30/2015

Cash flows from investment activities


Acquisition of Investments
Dividends received
Receipt (payment) on related-party transactions
Acquisition of property, plant and equipment
Acquisition of investment property
Receipts from disposal property investments
Acquisition of intangible assets
Acquisitions of Financial instruments

3,350
377
(3,733)
(241,826)
861
(2,327)
(333,760)

12,171
2,262
(2,942)
(121,864)
(5,194)
28,838

Net cash used in investment activities

(577,058)

(86,729)

Cash flows from financing activities


Loans and financing
Payment of loans and financing
Payment of interests on loans and financing
Cash from stock option exercise
Repurchase of shares to be held in treasury
Share issuance costs
Non-controlling interest
Payment of interest on debentures
Dividends and interest on interest on shareholders equity paid

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)

Decrease in cash and cash equivalents

(35,210)

(45,364)

Cash and cash equivalents in the beginning of the period


Cash and cash equivalents at the end of the period

159,000
123,790

170,926
125,562

Decrease in cash and cash equivalents

(35,210)

(45,364)

Net cash generated (consumed) in financing activities

The accompanying notes are an integral part of this quarterly information.

18

Multiplan Empreendimentos Imobilirios S.A.


Statements of added value
Quarter ended September 30, 2016 and 2015
(Amounts expressed in thousands of Reais R$)
Parent company
9/30/2016

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)

Gross added value

624,924

596,921

Retentions
Depreciation and amortization

(82,421)

(83,162)

Net added value produced by the Entity

542,503

513,759

33,295
44,955

32,523
33,219

78,250

65,742

Total added value payable

620,752

579,501

Distribution of added value


Personnel
Direct remuneration
Benefits
FGTS

(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

Inputs acquired from third parties


Costs of sales and services
Power, outsourced services and other

Added value received as transfer


Share of profit of equity-accounted investees
Financial income

The accompanying notes are an integral part of this quarterly information.

19

Multiplan Empreendimentos Imobilirios S.A.


Statements of added value
Quarter ended September 30, 2016 and 2015
(Amounts expressed in thousands of Reais R$)
Parent company

Taxes, rates and contributions


Federal
State
Municipal

Third-party capital remuneration


Interest, exchange rate changes and monetary restatement
Rental expenses

Remuneration of shareholders equity


Interest on shareholders equity
Retained earnings

Distributed added value

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)

The accompanying notes are an integral part of this quarterly information.

20

Multiplan Empreendimentos Imobilirios S.A.


Statements of added value
Quarter ended September 30, 2016 and 2015
(Amounts expressed in thousands of Reais R$)

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

Total added value payable

578,557

515,913

Distribution of added value:


Personnel
Direct remuneration
Benefits
FGTS

(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)

Inputs acquired from third parties:


Costs of sales and services
Power, outsourced services and other

Gross added value


Retentions:
Depreciation and amortization
Net added value produced by the Entity
Added value received as transfer:
Share of profit of equity-accounted investees
Financial income

Taxes, rates and contributions


Federal
State
Municipal

21

Multiplan Empreendimentos Imobilirios S.A.


Statements of added value
Quarter ended September 30, 2016 and 2015
(Amounts expressed in thousands of Reais R$)

Consolidated
9/30/2016

Third-party capital remuneration


Interest, exchange rate changes and monetary restatement
Rental expenses

Remuneration of shareholders equity:


Non-controlling interest in retained earnings
Interest on shareholders equity
Retained earnings

Distributed added value

(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)

The accompanying notes are an integral part of this quarterly information.

22

9/30/2015

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

Notes to the quarterly information


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

Companys General information


The individual and consolidated quarterly information of Multiplan Empreendimentos
Imobilirios S.A. (Company, Multiplan or Multiplan Group when referred to jointly with
its subsidiaries) as of September 30, 2016 were authorized for issuance by Management on
October 28, 2016.
The Company is a public company with registered office in the city and state of Rio de Janeiro,
and has shares traded at BM&FBovespa (MULT3). Additionally, the Company adheres to the
Level 2 corporate governance of BM&FBovespa. Multiplan makes up the portfolios of the
Bovespa Index (IBOVESPA) and the Brazil Index 50 (IBRX 50), among others.
The Company was established on December 30, 2005 and in engaged mainly in
(a) the planning, construction, development and sale of real estate projects of any nature, either
residential or commercial, including mainly urban shopping centers and areas developed based
on these real estate projects; (b) the purchase and sale of real estate and the acquisition and
disposal of real estate rights, and their operation, in any mean, including through lease; (c) the
provision of management and administrative services for its own shopping centers, or those of
third parties; (d) the provision of technical advisory and support services concerning real estate
issues; (e) civil construction, the execution of construction works and provision of engineering
and similar services in the real estate market; (f) development, promotion, management,
planning and intermediation of real estate projects; (g) import and export of goods and services
related to its activities; and (h) the acquisition of equity interests and share control in other
entities, as well as joint ventures with other entities, where it is authorized to enter into
shareholders agreements in order to attain or supplement its corporate purpose.
As of September 30, 2016 and December 31, 2015, the Company holds direct and indirect
interests in the following real estate developments:
Interest - %
Joint venture

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

(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

Presentation of financial statements and accounting policies


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

a.

The consolidated interim financial statements, prepared in accordance with the International
Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board
(IASB) and the accounting practices adopted in Brazil (BRGAAP), and taking into
consideration OCPC 04 guidance on the application of Technical Interpretation ICPC 02 to
Brazilian real estate development companies, issued by the Accounting Pronouncements
Committee (CPC) and approved by the Securities Commission (CVM) and the Federal
Accounting Council (CFC);

b.

The parent companys interim financial statements, prepared in accordance with the accounting
practices adopted in Brazil, which comprise the CVM standards and the pronouncements,
interpretations and guidance issued by CPC, CVM and CFC, including OCPC 04 - Guidance on
the application of Technical Interpretation ICPC 02 to Brazilian Real Estate Development
Entities.

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

RENASCE - Rede Nacional de Shopping Centers Ltda.


County Estates Limited
Embassy Row Inc.
Embraplan Empresa Brasileira de Planejamento Ltda.
CAA Corretagem e Consultoria Publicitria Ltda.
Multiplan Administradora de Shopping Centers Ltda.
CAA Corretagem Imobiliria Ltda.
MPH Empreendimento Imobilirio Ltda.
Danville SP Empreendimento Imobilirio Ltda.
Multiplan Holding S.A.

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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.

Accounting policies adopted in the quarterly information


Significant accounting policies adopted by the Company in this quarterly information are
consistent with those adopted in the financial statements for the year ended December 31, 2015
disclosed on February 24, 2016.

Cash and cash equivalents and financial instruments


September 30, 2016

Cash and cash equivalents


Cash and banks
Financial instruments - Bank Deposit
Certificates (CDBs)
Financial instruments - Purchase and sale
commitments
Total cash and cash equivalents

December 31, 2015

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

September 30, 2016


Parent
company Consolidated

December 31, 2015


Parent
company Consolidated

Financial instruments - daily liquidity


Investment fund DI - fixed income securities

527,704

547,072

163,594

213,312

Total financial instruments

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

December 31, 2015

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

Allowance for doubtful accounts (b)

(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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

The aging list of trade accounts receivable is as follows:


Balance past-due, but without impairment loss
Days:
Parent
company
09/30/2016
12/31/2015

Balance due and without


impairment loss
202,267
224,960

<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

Balance past-due, but without impairment loss


Days:

Consolidated
09/30/2016
12/31/2015

Balance due and without


impairment loss
350,756
384,646

<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

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


Parent
company

Consolidated

Balances at December 31, 2015

(16,333)

(25,572)

Additions
Write-off

(18,499)
9,789

(24,929)
14,688

(25,043)

(35,813)

Balances at September 30, 2016

Aging of trade accounts receivable included in the allowance for doubtful accounts:
September 30, 2016

Days:
<60
60-120
120-180
180-240
>240

December 31, 2015

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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).

Related party transactions

5.1

The main balances and transactions with related parties are as follow:
September 30, 2016

December 31, 2015

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)

Total sundry loans and advances - current


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

6,637

6,636

5,481

3,873

6,121

10,313

Total accounts receivable - current

6,121

10,313

Total current assets


Non-current assets:
Sundry loans and advances
Shopping Center Condominiums (n)
Shopping Center Associations (o)

12,358

6,636

15,794

3,873

2,280
8,607

2,280
9,049

2,770
9,326

2,770
9,887

Total sundry loans and advances - non-current

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

Parent company
09/30/2016
(9 months)

09/30/2015
(9 months)

65,350

62,581

594

546

Tantra Comrcio de Artigos Orientais Ltda. - Morumbi Shopping (h)

98

83

Headquarters expenses
Rental expense (i)

36

33

Multiplan Arrecadadora Ltda (j)

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

Net financial income (loss)


Interest on loans and sundry advances

Consolidated
09/30 /2016
(9 months)

09/30/2015
(9 months)

772

789

Tantra Comrcio de Artigos Orientais Ltda. - Morumbi Shopping (h)

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

(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

Remuneration of key management personnel


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

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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.

Recoverable taxes and contributions


September 30, 2016
Parent
company

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

December 31, 2015

Land and properties for sale


September 30, 2016

Land
Properties concluded

Current
Non-current

December 31, 2015

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

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


when units are placed for sale, that is, when the project is launched.
The Company reclassifies part of its inventories into non-current assets, according to launches
scheduled for subsequent years, into the heading of land for future development or based on
the completion schedule of its constructions, into the heading construction in progress.

32

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

Income and social contribution taxes


The origin of deferred income and social contribution taxes is presented below:
September 30, 2016

December 31, 2015

Parent
company

Consolidated

Parent
company

Consolidated

Provision for legal and administrative proceedings


Allowance for doubtful accounts
Provision for losses on advances of charges
Accrued annual bonus (a)
Phantom Stock Option (b)
Deferred assets (c)
Tax loss and negative basis of social contribution

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

Deferred tax asset base

87,263

155,331

73,712

141,657

Deferred income tax asset (d)


Deferred social contribution assets (d)

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

Unamortized goodwill on future earnings (e)


Straight-line effect income (f)
Income on real estate projects (g)
Depreciation (h)
Capitalized interest

(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)

Deferred tax liabilities base

(561,846)

(689,861)

(526,651)

(669,145)

Deferred income tax liabilities (d)


Deferred social contribution liabilities (d)

(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)

Deferred income and social contribution taxes, net

(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)

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


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

33

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

(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

December 31, 2015

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

Reconciliation of income and social contribution tax expense


The reconciliation between the tax expense as calculated by the combined nominal rates and the
income and social contribution tax expense charged to income is presented below:
Parent company
7/1/2016-9/30/2016
Income
tax

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

Current income and social contribution taxes in income


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

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)

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

Current income and social contribution taxes in income (loss) (42,958)


Deferred income and social contribution taxes no profit or loss (5,291)

(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

Income before income and social contribution taxes


92,086
Rate
25%
Nominal rate
(23,022)
Permanent additions and exclusions
Equity in net income of subsidiaries
403
Gifts and tributes
(6)
Contributions, donations and sponsorship
(88)
Interest on shareholders equity approved
Interest on shareholders equity received
(300)
Amortization of goodwill on asset appreciation
(5)
Compensation expenses (stock option plan)
(343)
Tax benefits
74
Executive Board bonuses and 13th salary
Income from real estate projects
(342)
Current losses without tax credit
(432)
Effect from subsidiaries taxable income tax basis eliminated
in consolidated
1,893
Income and social contribution taxes in companies taxed by
the deemed profit system
(1,603)
Other
(1,242)

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)

Current income and social contribution taxes in income (loss) (25,817)


Deferred income and social contribution taxes no profit or loss
805

(9,293)
291

(20,678)
(2,688)

(7,444)
(968)

Total

(9,002)

(23,366)

(8,412)

(25,012)

35

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

Current income and social contribution taxes in income


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

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)

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

Net income for


the period Shareholders' equity
271
(9,914)
(3)
9,200
5,875
(11)
27
195
8,167
(250)
20
4
378
(992)
(289)
4,262
2,798
223
(2,330)
4,664
8,082
(1,067)
550
(707)
(3,625)
(4)

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

September 30, 2016

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

Net income for


the period Shareholders' equity
(255)
(1)
(1)
-

44,796
1
1
9
9
-

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

9.1

Changes in investments of the parent company

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

9.2

Changes in consolidated investments

Investees

SCP - Royal Green Pennsula


Manati Empreendimentos e Participaes S.A.
Parque Shopping Macei S.A.
Other
Total investment
(*)

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.

Financial information of the subsidiaries


The main information on the Companys subsidiaries financial statements is as follows:
September 30, 2016
Current Non-current
assets
assets
CAA Corretagem e Consultoria Publicitria
Ltda. (a)
RENASCE - Rede Nacional de Shopping
Centers Ltda.
CAA Corretagem Imobiliria Ltda. (a)
MPH Empreendimento Imobilirio Ltda.
Multiplan Administr. Shopping Center Ltda
Ptio Savassi Administrao de Shopping
Center Ltda.
Danville SP Empreendimento Imobilirio
Ltda. (c)
Multiplan Holding S.A.
Embraplan Empresa Brasileira de
Planejamento Ltda. (b)
Multiplan Greenfield I Emp Imob Ltda.
Barrasul Empreendimento Imobilirio Ltda.
Ribeiro Residencial Emp Imob. Ltda. (c)
Morumbi Business Center Empr. Imob. Ltda.
(d)
Multiplan Greenfield II Empr.Imob.Ltda. (c)
Multiplan Greenfield IV Empr.Imob.Ltda. (c)
Multiplan Greenfield III Empr.Imob.Ltda. (c)
ParkShopping Campo Grande Ltda
Jundia Shopping Center Ltda
ParkShopping Corporate Empr.Imob.Ltda.
Multiplan Arrecadadora Ltda.
ParkShopping Global Ltda.
ParkShopping Canoas Ltda.
Multishopping Shopping Center Ltda
Parkshopping Jacarepagu Ltda
Multiplan Greenfield XI Empr.Imob.Ltda.
Multiplan Greenfield XII Empr.Imob.Ltda.
Multiplan Greenfield XIII Empr.Imob.Ltda.

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

September 30, 2016


Current Non-current
assets
assets
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.
Balances at September 30, 2016

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

December 31, 2015

CAA Corretagem e Consultoria Publicitria


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

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

December 31, 2015


Current
assets

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

ParkShopping Jacarepagua Ltda.


Multiplan Greenfield XI Empr.Imob.Ltda.
Multiplan Greenfield XIII Empr.Imob.Ltda.
Multiplan Greenfield XIV Empr.Imob.Ltda.
Multiplan Greenfield XV Empr.Imob.Ltda.
Balances at December 31, 2015
(a)

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

(b)

Dormant company since 2003.

(c)

Companies which have buildings under construction.

(d)

The result of the subsidiary Morumbi Bussiness Center Empr. Imob. Ltda., is basically the equity income for the
participation of 50% in the subsidiary MPH Empreendimentos Imobilirios Ltda.

9.4

Joint ventures information


As prescribed by CPC 19 (R2), joint ventures Manati Empreendimentos e Participaes S.A.
and Parque Shopping Macei S.A., in whose shareholders agreements the parties agree to share
control over the activities, they were proportionally consolidated.
The main information on the financial statements of Companys joint ventures are as follow:
Manati Empreendimentos
Participaes S.A.

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

Parque Shopping Macei S.A

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

Liabilities and shareholders equity

44

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

Manati Empreendimentos
Participaes S.A.

Parque Shopping Macei 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)

Gross income (loss)


Administrative expenses - Headquarters
Administrative expenses - Properties
Parking lot
Other operating income

(1,355)
(92)
(750)
6

166
(128)
(218)
10

17,359
(125)
(619)
15

16,733
(106)
(793)
-

Income before financial income


Financial income (loss)

(2,191)
635

(170)
438

16,630
(4,427)

15,834
(3,326)

Income before income and social contribution taxes


Income and social contribution taxes
Current
Deferred

(1,556)

268

12,203

12,508

529

(195)
122

(23)
(2,246)

(1,193)
(3,148)

Net income for the period

(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

Total liabilities and shareholders equity

45

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

Risk free rate


Market risk premium
Adjusted beta
Country risk
Additional spread

3.45%
6.05%
0.77
265 p.b.
52 p.b.

3.45%
6.05%
0.78
232 p.b.
51 p.b.

Cost of shareholders equity - US$

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

Valuation of investment property


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

12.209.178
235.576

12,820,781
272,808

Total

12.444.754

13,093,589

Consolidated
September
2016

December
2015

Valuation of investment property


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

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

Changes in investment property are as follows:


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

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

11

Property, plant and equipment


Parent company
Annual
depreciation
rates (%)
Cost
Land
Buildings and improvements
(-)Accumulated depreciation

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

(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

Loans and financing


September 30, 2016

December 31, 2015

Index

Average
annual interest
rate September
30, 2016

Parent
company

Consolidated

Parent
company

Consolidated

Santander BSS (a)


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 sub-credit 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)

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

Banco Ita BBA MTE (p)

% of CDI

108.00%

1,662

1,662

Current

% of CDI
% of CDI
% of CDI
% of CDI
% of CDI

53

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

September 30, 2016


Average
annual interest
rate September
30, 2016

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

December 31, 2015

September 30, 2016


Average
annual interest
rate September
30, 2016

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

December 31, 2015

% of CDI
% of CDI
% of CDI
% of CDI
% of CDI
TR
TR
TR
TR
% of CDI

54

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

September 30, 2016


Average
annual interest
rate September
30, 2016

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

Funding costs - Banco do


Brasil BRS VII
Funding costs - Banco do
Brasil
Loan costs - Banco Bradesco
MTE
Funding costs - Ita BBA
MTE
Funding costs - Ita BBA
MTE 325
Funding costs - Multiplan
Greenfield IV
Funding costs - Multiplan
Greenfield II
Funding costs - Canoas

December 31, 2015

(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:

Total debt/ shareholders equity less than or equal to 1.

Net debt/ EBITDA less than or equal to 4x.


Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.

(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:

Net debt/ EBTIDA less than or equal to 4.0 x.

EBITDA/ net financial expenses greater than or equal to 2x.

55

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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:

Total debt/Total assets less than or equal to 0.50

EBITDA margin greater than or equal to 20%


Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.

(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:

Total debt/Total assets less than or equal to 0.50

EBITDA margin greater than or equal to 20%


Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.

(g)

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

Interest rate Status


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

Financial Covenants of the contract:

Net debt/ EBTIDA less than or equal to 4.0 x.


Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.

(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

Financial Covenants of the contract:

Net debt/ EBTIDA less than or equal to 4.0 x

EBITDA/ interest expense net>= 2x


Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.

56

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

(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

Financial Covenants of the contract:

Net debt/ EBTIDA less than or equal to 4.0 x.


Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.

(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

CDI + 1.0% p.a.


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

There are no financial covenants herein.


(l)

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:

Net debt/ EBTIDA less than or equal to 4.0 x.


Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.

(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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

Financial Covenants of the contract:

Net debt/ EBTIDA less than or equal to 4.0 x.


Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.

(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

Financial Covenants of the contract:

Net debt/ EBTIDA less than or equal to 4.0 x

EBITDA/ interest expense net>= 2x


Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.

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

December 31, 2015

Parent
company

Consolidated

Parent
company

Consolidated

Loans and financing


2017
2018
2019 onwards

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

Subtotal - Loan and financing

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)

Subtotal Funding costs

(25,622)

(37,986)

(23,179)

(34,785)

1,417,110

1,931,086

1,134,005

1,597,816

Total - Loans and financing

58

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

14

Accounts payable
September 30, 2016
Parent
company Consolidated
Suppliers
Contractual retentions
Compensations payable
Labor obligations

15

December 31, 2015


Parent
company

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

16

Properties acquisition obligations


September 30, 2016

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

December 31, 2015

(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.

The non-current portion for property acquisition obligations matures as follow:

2017
2018

60

September 30, 2016

December 31, 2015

Consolidated

Consolidated

5,953
11,954

28,369
11,658

17,097

40,027

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

17

Taxes and contributions payable


September 30, 2016

December 31, 2015

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

Provision for risks and judicial deposits


Provision for risks
Parent company

Provision for risks

December
31, 2015

PIS and COFINS (a)


Civil lawsuits (b)
Labor lawsuits
Tax lawsuits

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

Provision for risks

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

PIS and COFINS (a)


Civil lawsuits (b)
Labor lawsuits
Tax lawsuits

Provisions for administrative proceedings and lawsuits processes were recognized to cover probable losses on
administrative proceedings and lawsuits related to civil, tax and labor issues, in an amount considered sufficient by
Management, based on the opinion of its legal 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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

(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.

Contingencies with possible likelihood of loss


The Company is a defendant in several other tax, labor and civil lawsuits and administrative
proceedings, whose likelihood of loss is assessed by its legal counsel as possible and estimated
amount is R$ 53,174 as of September 30, 2016 (R$ 43,133 as of December 31, 2015), as shown
below:
Consolidated
September 30,
2016

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.

Civil and labor


The Company is party to several civil lawsuits and labor claims, none of which is considered
individually material.

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

PIS and COFINS (a)


Civil deposits
Labor deposits
Other

(a)

The balance of the PIS and COFINS deposits refers to the court disputes described in Note 18, item a.

64

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

19

Deferred income and costs


September 30, 2016
Parent
company
Income from Key money
Unallocated cost of sales (a)
Other income

(a)

20
a.

Parent
company

Consolidated

70,343
(70,545)
1,336

Current assets
Non-current assets
Current liabilities
Non-current liabilities

December 31, 2015

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

December 31, 2015


Total

Common Preferred

- 42,123,783 42,123,783

Total

- 42,123,783

42,947,201 11,858,347 54,805,548 42,947,201 11,858,347 54,805,548


9,745,691
- 9,745,691 9,745,691
- 9,745,691
-

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

176,825,003 11,858,347 188,683,350 175,962,747 11,858,347 187,821,094


1,313,864

1,313,864

2,176,120

2,176,120

178,138,867 11,858,347 189,997,214 178,138,867 11,858,347 189,997,214

65

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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.

Dividends and interest on shareholders equity


Under the article 39, item (c) of the Companys bylaws, the minimum annual compulsory
dividend corresponds to 25% of net income, as adjusted pursuant to the Brazilian Corporate
Law. Distribution of dividends or interest on shareholders equity is specifically approved by
the Companys Board of Directors, as set forth in the laws and article 22 item (g) of the
Companys Bylaws.
Under article 39, 3 of the Companys Bylaws, the minimum compulsory dividend will not be
paid in the year in which the Companys bodies inform to the Annual Shareholders Meeting
that such payment is incompatible with the Companys financial condition, it being understood
that the Supervisory Board, if any, will issue an opinion thereon. Dividends so retained will be
paid when the financial condition permits.

Interest on shareholders equity approved in 2016


On June 27, 2016, the Board of Directors approved the payment of interest on shareholders
equity on the gross amount of R$ 95,000 assigned to the Companys shareholders registered as
such on June 30, 2016, corresponding to R$ 0.50483030940 per share, before the withholding of
15% of income tax, except for those shareholders who are tax-exempt or tax-immune as set
forth in the applicable laws. This amount will be paid to the Company's shareholders by May
31, 2017.
The total amount of interest on capital is within the limits set forth in Paragraph 1, Article 9 of
Law No. 9.249/95.

Interest on shareholders equity approved in 2015


In 2015, the Companys Board of Directors approved the payment of interest on shareholders
equity to the shareholders of the Company, as follow: (i) R$ 90,000 on June 30, 2015, and (ii)
R$ 135,000 on December 21, 2015. These amounts were paid to shareholders on December 15,
2015 and May 17, 2016, respectively.

d.

Dividends approved in 2015


On February 20, 2015, the Board of Directors of the Company took a resolution on the proposal
for distribution of additional dividends totaling R$ 19,896. This resolution was approved at the
Annual Shareholders Meeting of the Company on April 29, 2015, and the payment to the
Companys shareholders was made on May 18, 2015.

66

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

67

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

The vesting periods to exercise the options are as follows:


% of options
released to be
exercised

Grace periods counted as of grant date


Program 1
180 days after the Initial Public Offering - 01/26/2008
Program 2
As from the second anniversary - 12/20/2009
As from the third anniversary - 12/20/2010
As from the fourth anniversary - 12/20/2011
Program 3
As from the second anniversary - 06/04/2010
As from the third anniversary - 06/04/2011
As from the fourth anniversary - 06/04/2012
Program 4
As from the second anniversary - 04/13/2011
As from the third anniversary - 04/13/2012
As from the fourth anniversary - 04/13/2013
Program 5
As from the second anniversary - 03/04/2012
As from the third anniversary - 03/04/2013
As from the fourth anniversary - 03/04/2014
Program 6
As from the second anniversary - 03/23/2013
As from the third anniversary - 03/23/2014
As from the fourth anniversary - 03/23/2015
Program 7
As from the second anniversary - 03/07/2014
As from the third anniversary - 03/07/2015
As from the fourth anniversary - 03/07/2016
Program 8
As from the second anniversary - 05/14/2015
As from the third anniversary - 05/14/2016
As from the fourth anniversary - 05/14/2017
Program 9 (1)
As from the second anniversary - 04/16/2016
As from the third anniversary - 04/16/2017
As from the fourth anniversary - 04/16/2018

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

Price on the Index of


grant date (1) adjustment
R$ 25.00 (2)
R$ 20.00
R$ 18.50
R$ 15.30
R$ 29.65
R$ 33.85
R$ 39.44
R$ 58.80
R$ 48.90

(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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

Addition information on the stock option plan:


Amount*

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

Options granted in 2012


Options granted in 2013
Options granted in 2014
Options granted in 2015
Options granted during the first nine months of 2016

1,347,960
1,669,550
2,174,550
-

41.34
57.76
49.73
-

Total stock options exercised


December 31, 2012
December 31, 2013
December 31, 2014
December 31, 2015
September 30, 2016

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

Options exercised in the year - 2012


Stock options exercised in 2013
Stock options exercised in 2014
Options exercised in 2015
Options exercised during the first nine months of 2016

1,083,556
759,351
1,009,536
606,438
902,256

24.80
29.23
37.89
41.15
51.83

Total stock options exercised


December 31, 2012
December 31, 2013
December 31, 2014
December 31, 2015
September 30, 2016

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

Options vested stock options in the year - 2012


Options vested stock options in the year - 2013
Options vested stock options in the year - 2014
Options vested in 2015
Options vested during the first nine months of 2016

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

Total expired stock options


December 31, 2012
December 31, 2013
December 31, 2014
December 31, 2015
September 30, 2016

Total not exercised


December 31, 2012
December 31, 2013
December 31, 2014
December 31, 2015
September 30, 2016
(*)

(**)

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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.

Phantom Stock Option Program


In Board of Directors meeting held on July 29, 2015, the first Companys Long-Term Incentive
Plan was approved; it establishes the terms and conditions for payment of a cash premium
referred to valuation of shares issued by the Company to certain managers, employees and
service providers or other companies under its control. Right to receive this premium is
represented by units of investment, and the Board of Directors is responsible for electing
participants and for authorizing the granting of investment units.
On July 29, 2015, Board of Directors approved the granting, in 2015, of 2,500,983 units of
investment to elected participants. Of this total, 16,000 investment units were granted to
employees that left the Company before minimum period for redeeming investment units.
On September 21, 2016, Board of Directors approved the granting, in 2016, of 2,500,750 units
of investment to elected participants.
These units of investment may be redeemed by participants in three distinct tranches, within
maximum period of six years as from respective grant date. The vesting period for the
redemption of investment units is two years, with redemption of 33.4% after the fourth
anniversary, 33.3% after the third anniversary, and 33.3% after the fourth anniversary.
Cash value to be disbursed in relation to investment units is based on the increase in share price
of the Company between the grant date and redemption period.
Details of liabilities deriving from units of investment are as follows:
Consolidated
September 30,
2016

In thousands of reais
Book value of liabilities from units of investment

(i)

14,357

Measurement of fair value


Weighted average fair value of units of investment on grant date was estimated using options
pricing model Black-Scholes. The Dividend Yield was based on internal models of the
Company and according to the maturity of each investment unit. The Company did not consider
the early redemption of investment units and any market condition beyond the assumptions
above.

72

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

2,500,983 5.5%-5.8% 11.3%-12.3% 3.00 years


2,500,750 5.9%-6.5% 10.7%-11.5% 3.00 years

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

2,500,983 6.1%-6.9% 11.0%-12.6% 1.83 years


2,500,750 5.9%-6.4% 10.7%-11.5% 2.97 years

R$ 11.50
R$ 9.12

Volatility
MULT3

Additional information to investment units Long-Term Incentive Plan:


Quantity

Price (*)
(R$)

Total balance of units of investment granted on September 30, 2016

4,985,733

56.91

Units of investment granted in the first nine months of 2016

2,500,750

62.09

4,985,733

51.04

Investment units canceled during the first nine months of 2016


Total not redeemed as of September 30, 2016
(*)

Price set by the end of the period or the date of exercise.

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)

Expense recognized in income (loss)


As of September 30, 2016, amount recognized in income was R$ 13,063.

73

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

22

Net operating income


Parent company
7/1/20169/30/2016

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

es and Contributions on sales and services

(21,604)

(67,317)

(20,431)

(60,479)

Net operating income

207,519

628,665

201,552

596,242

Gross operating income from sales and services:


Rental
Parking
Services
Key money
Real State fo sale
Others

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

Taxes and Contributions on sales and services

(29,766)

(91,473)

(28,611)

(84,840)

Net operating income

265,288

804,260

257,707

771,562

Gross operating income from sales and services:


Rental
Parking
Services
Key money
Real State for sale
Others

74

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

23

Breakdown of costs and expenses by nature


During the periods ended September 30, 2016 and 2015, the Company incurred in the following
costs and expenses:
Costs: arising from the interest in the civil condominiums of shopping malls in operation, costs
on depreciation of investment properties and cost of properties sold.
Parent company
7/1/20169/30/2016

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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:

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

Headquarters: Expenses on personnel (administrative, operational and development) of


the Multiplan groups headquarters and branches, in addition to expenditures on corporate
marketing, outsourcing and travel.

Shopping: expenses on civil condominium of shopping malls in operation.

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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)

Net financial income (loss)


Parent company

Yield on financial instruments


Interest on loans and financing and debentures:
Interest on real estate projects
Bank fees and other charges
Foreign exchange variation
Monetary variation - assets
Fines and interest on lease and key money - shopping mall
Fines and interests on tax assessment notices
Interest and monetary restatement on transaction with related
parties
Interest on properties acquisition obligations
Other
Total

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)

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

Consolidated

Yield on financial instruments


Interest on loans and financing and debentures:
Interest on real estate projects
Bank fees and other charges
Foreign exchange variation
Monetary variation - assets
Liability monetary variation
Fines and interest on lease and key money - shopping mall
Fines and interests on tax assessment notices
Interest and monetary restatement on transaction with related
parties
Interest on property acquisition obligations
Other
Total

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.

Properties for lease


This refers to the Companys share in the civil condominium of shopping malls and their
respective parking lots, as well like real estates for rental. This is the Companys major incomegenerating segment, accounting for 87.15% of its gross operating income recognized during the
quarter ended September 30, 2016. The determining factor for the amount of income and
expenses in this segment is the companys share in each venture. The income and expenses are
described below:

Rental income
This refers to amounts collected by mall owners (the Company and its shareholders) in
connection with the areas leased in their shopping 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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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.

Real estate for sale


Real estate operations include income and expenses from the sale of properties normally built in
the surroundings of the shopping mall. As previously mentioned, this activity contributes to
generating client flows to the shopping mall, thus increasing its income. Additionally, the
appreciation and convenience brought by a shopping mall to its neighborhood enable the
Company to minimize risks and increase income from properties sold. Revenues derive from the
sale of properties and their related construction costs. Both are recognized based on the
percentage of completion (POC) of the construction work. Expenses arise mainly from
brokerage and marketing activities.
Finally, the "Other" mainly concerns a real estate project that has been recognized in the balance
sheet and income (loss) by "Investment" and "Share of profit of equity-accounted investees"
respectively.
Assets of this segment are concentrated in the inventory of land and property completed and
under construction of the Company and in accounts receivable.

Projects
The operation of projects includes income and expenses arising from the development of
shopping 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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

Management and other


The Company provides management services to its shareholders and storeowners in
consideration for a service fee. Additionally, the Company charges brokerage fees from its
shareholders for the lease of stores. The management of its shopping malls is essential for the
Companys success and is a major area of concern in the company. On the other hand, the
Company incurs in expenses on the headquarters for these services and other, which are
considered in this segment. This also includes taxes, financial income and expenses and other
income and expenses that depend on the companys structure and not only on the operation of
each segment previously described. For this reason, this segment presents loss.
This segments assets mainly comprise the Companys cash, deferred taxes and intangible
assets.
From July 1, 2016 to September 30, 2016

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

From January 1, 2016 to September 30, 2016


Properties
for lease

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

From July 1, 2015 to September 30, 2015

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

From January 1, 2015 to September 30, 2015


Properties
for lease

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

Financial instruments and risk management


Capital risk management
The Company and its subsidiaries manage its capital in order to ensure the continuity of its
normal operations, at the same time, maximizing the return of its operations to all interested
parties, through the optimization of the use of debt instruments and capital.
The capital structure of the Company and its subsidiaries is comprised by the net debt (loans,
financing, debentures and property acquisition obligations detailed in notes 13, 15 and 16,
respectively, less cash and cash equivalents and short-term investments (detailed in note 3)
restricted short-term investments (recorded as other non-current assets), and the Companys
shareholders equity (which includes the capital and reserves explained in note 20).

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

Shareholders equity (b)


Net debt ratio

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)

Shareholders equity includes the paid-in capital and the reserves.

81

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

Objectives of financial risk management


The Companys Corporate Treasury Department coordinates access to financial markets, and
monitors and manages the financial risks related to the Companys and its subsidiaries
operations. These risks include rate risk, credit risk inherent in the provision of financial
services and credit and liquidity risk.
According to CVM Resolution 550 issued on October 17, 2008, which provides for the
submission of information on derivative financial instruments in the notes, the Company has not
contracted derivative financial instruments; there is no risk from a potential exposure associated
with such instruments.

26.4

Interest rate risk management


Interest rate risk refers to:

(i)

Possibility of fluctuations in the fair value of financing pegged to fixed interest rates, if such rates
do not reflect current market conditions. The Company performs ongoing monitoring of these
indexes. The Company has not identified yet the need to enter into financial instruments to hedge
against interest rate risks.

(ii)

Possibility of unfavorable change in interest rates, which would result in increase in financial
expenses as a result of the debt portion pegged to variable interest rates. As of 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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

26.5

Credit risk related to service rendering


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

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

Parent company

Cash and cash equivalents and financial


instruments
Cash and cash equivalents
Financial Instruments

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

Related party transactions


Associao Barra Shopping Sul
Associao Parkshopping Barigui
Associao Village Mall
Associao BarraShopping
Associao BarraShopping
Associao RibeiroShopping
Consortium New York City Center
Consrcio Village Mall
Condominio BRS
Other sundry loans and advances

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

Related party transactions


Associao Barra Shopping Sul
Associao Parkshopping Barigui III
Associao Village Mall
Associao Jundia Shopping
Associao BarraShopping
Associao Barra Shopping II
Associao RibeiroShopping
Consortium New York City Center
Consrcio Village Mall
Condominio BRS
Loans Others

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

Loans and financing


Santander BHS Exp V
Banco Ita PSC
Banco Ita VLG
Banco Ita MTE
CCB Ita 325M
Bradesco MTE
CCB - BB 175M
CCB - BB 50M
CCB - BB 150M
BB - BRS Exp. VII
Loan Costs - Ita BBA PSC
Funding costs - Real BHS Exp V
Funding costs - Ita BBA VLG
Funding costs - Ita MTE 325
Funding costs - Bradesco MTE
BB funding costs - 175M
BB funding costs - 50M
BB funding costs - 150M
BB funding costs - BRS VII
Funding cost Ita BBA MTE
Cia Real de Distribuio

Property acquisition obligations


Other

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

Loans and financing


BNDES JDS - A
BNDES - JDS
BNDES JDS - C
BNDES-CGS (A)
BNDES-CGS (B)
BNDES-CGS (C)
BNDES-CGS
Santander BHS Exp V
Banco Ita PSC
Banco Ita VLG
Banco Ita
Banco Ita 325M
Bradesco
Banco do Brasil 175M
Banco do Brasil 50M
Banco do Brasil 150M
Banco do Brasil BRS Exp VII
Morumbi Corporate - DTIY
Morumbi Corporate - GTIY
Bradesco - Canoas
Loan Costs - Ita BBA PSC
Funding costs - Real BHS Exp V
Funding costs - Ita BBA VLG
Funding costs - Ita MTE 325
Funding costs - Bradesco MTE
Funding costs - Banco do Brasil - 175M
Funding costs - Banco do Brasil - 50M
Funding costs - Banco do Brasil - 150M
Funding costs - Banco do Brasil - BRS VII
Funding cost Ita BBA MTE
Funding costs - CGS
Funding costs - BNDES JDS
Funding costs - DTIY
Funding costs GTIY
Funding costs - Canoas
Cia Real de Distribuio

Property acquisition obligations

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

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

Liquidity risk management


The management of the Company and its subsidiaries prepared a liquidity risk management
model in order to manage its capital needs and manage its short-, medium- and long-term cash
needs. The Company and its subsidiaries manage its liquidity risk keeping adequate reserves,
bank credit lines and credit lines deemed adequate through the continuous monitoring of
forecasted and realized cash flows and combination of the maturity profiles of financial assets
and liabilities.
The following table shows in detail the remaining contractual maturity of financial assets and
liabilities of the Company and the contractual amortization terms. This table was prepared in
accordance with the undiscounted cash flows of financial liabilities based on the nearest date on
which the Company shall settle the respective obligations:
Parent company
Years:
September 30, 2016

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

Multiplan Empreendimentos Imobilirios S.A.


Quarterly information - ITR
September 30, 2016

26.9

Category of the main financial instruments


Parent company

Consolidated

09/30/2016

12/31/2015

09/30/2016

12/31/2015

Financial assets available for sale


Financial instruments

527,704

163,594

547,072

213,312

Financial assets classified as loans and receivables at


amortized cost
Accounts receivable
Accounts receivable from related parties

216,186
17,124

235,307
17,577

375,012
17,965

402,494
16,530

Financial assets classified as loans and receivables at


amortized cost
Loans and financing

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

Property acquisition obligations


Debentures

Valuation techniques and assumptions applied for purposes of fair value calculation
The estimated fair values of financial assets and liabilities of the Company and its subsidiaries
have been determined using available market information and appropriate valuation
methodologies in conformity with the financial statements for the year ended December 31,
2015.

27

Earnings per share


The table below shows information on profit and shares used to calculate basic and diluted
earnings per share:
September 30, 2016

A
B
C=Average (between A and
B)
D
E
E/C
E/(C+D)

28

September 30, 2015

Parent
company

Consolidated

Parent
company

Consolidated

Weighted average number of shares issued


Weighted average of shares in treasury

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

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