Multiplan DF 3T07 Eng
Multiplan DF 3T07 Eng
Multiplan DF 3T07 Eng
Multiplan Empreendimentos
Imobiliários S.A.
QUARTERLY INFORMATION
Contents
To the
Board of Directors and Shareholders of
Multiplan Empreendimentos Imobiliários S.A.
2. Our review was conducted in accordance with specific standards established by the
Brazilian Institute of Independent Auditors - IBRACON, and the Federal Accounting
Board - CFC, and consisted mainly of: (a) inquiries of and discussions with officials
responsible for the Company’s accounting, financial and operational areas in respect to
the main criteria adopted for preparing the Quarterly Information; and (b) review of
information and subsequent events which have, or may have, significant effects on the
financial position and operations of the Company.
3. Based on our special review, we are not aware of any material modification that should
be made to the Quarterly information referred to above for it to comply with
accounting practices adopted in Brazil, applicable to the preparation of quarterly
information, consistently with specific standards established by the Brazilian Securities
and Exchange Commission (CVM).
4. The quarterly information for the quarter ended September 30, 2006, presented for
comparison purposes, was not reviewed by independent auditors.
BALANCE SHEETS
September 30, 2007 and June 30, 2007
(In thousands of reais)
Noncurrent assets:
Long-term receivables:
Related party receivables (Note 20) 3,855 - 142 1,192
Accounts receivable (Note 5) 11,690 12,088 10,996 10,995
Receivables 210 210 353 355
Land and properties held for sale (Note 8) 76,032 76,032 74,917 74,917
Loans and advances (Note 6) 2,914 2,915 3,061 3,061
Judicial deposits 13,320 14,404 13,320 14,222
Deferred income and social contribution taxes
(Note 9) 187,552 187,815 193,963 193,963
Other - 840 - 44
295,573 294,304 296,752 298,749
Permanent assets:
Investments (Note 10) 211,950 153,784 50,966 42,804
Property and equipment (Note 11) 644,780 711,650 635,600 644,750
Intangibles (Note 12) 395,539 395,539 423,715 423,715
Deferred charges (Note 13) 18,862 21,365 15,956 17,436
Total noncurrent assets 1,566,704 1,576,642 1,422,989 1,427,454
BALANCE SHEETS
September 30, 2007 and June 30, 2007
(In thousands of reais)
Noncurrent:
Long-term liabilities:
Loans and financing (Note 14) 23,414 25,260 51,829 51,829
Acquisition of shares (Note 16) - - 47,211 47,211
Property acquisition obligations (Note 15) 21,137 21,137 25,644 25,644
Taxes paid in installments (Note 17) 1,807 - 1,849
Provision for contingencies (Note 19) 14,759 17,271 14,865 16,488
STATEMENTS OF OPERATIONS
Quarter ended September 30, 2007 and 2006
(In thousands of reais, except earnings (loss) per share, in reais)
Taxes and contributions on sales and services (20,513) (22.205) (6,379) (15,281)
Income (loss) before income and social (2,201) (676) (45,617) (23,023)
contribution taxes
The Company was incorporated on December 30, 2005 and is engaged in real
estate related activities, including the development of and investment in real
estate projects, purchase and sale of properties, purchase and disposal of rights
related to such properties, civil construction, and construction projects. The
Company also provides engineering and related services, advisory services and
assistance in real estate projects, development, promotion, management, planning
and intermediation of real estate projects. Additionally, the Company holds
investments in other companies.
% ownership
Beginning of September 30, December 31,
Real estate development Location operations 2007 2007
Shopping Centers:
BHShopping Belo Horizonte 1979 80,0 80,0
BarraShopping Rio de Janeiro 1981 51,1 51,1
RibeirãoShopping Ribeirão Preto 1981 76,2 76,2
MorumbiShopping São Paulo 1982 56,3 51,7
ParkShopping Brasília 1983 60,0 60,0
DiamondMall Belo Horizonte 1996 90,0 90,0
Shopping Anália Franco São Paulo 1999 30,0 30,0
ParkShopping Barigui Curitiba 2003 90,0 90,0
Shopping Pátio Savassi Belo Horizonte 2004 83,8 -
BarraShopping Sul Porto Alegre In project 100,0 100,0
Vila Olímpia São Paulo In project 30,0 -
New York City Center Rio de Janeiro 1999 50,0 50,0
Others:
Centro Empresarial Barrashopping Rio de Janeiro 2000 16,67 16,67
A free translation from the Original in Portuguese
1. Operations (Continued)
The majority of the shopping centers are managed in accordance with a special
structure known as “Condomínio Pro Indiviso" – CPI (undivided joint property).
The shopping centers are not corporate entities, but units operated under an
agreement by which the owners (investors) share all revenues, costs and
expenses. The CPI structure is an option permitted by Brazilian legislation for a
period of five years, with possibility of renewal. Pursuant to the CPI structure,
each co-investor has a participation in the entire property, which is indivisible,
and the legal representation and management of the shopping centers are
provided by the subsidiary RENASCE.
The commercial unit tenants generally pay the higher of a minimum monthly
rent restated annually according to the IGP-DI (General Price Index – Domestic
Supply) inflation index and a rent based on percentages of each tenant’s monthly
gross sales ranging from 4% to 8%.
On February 24, 2006 the Company acquired the following interest in various
enterprises through a share purchase and sale agreement:
• Barrashopping
1. Operations (Continued)
• RibeirãoShopping
On December 20, 2006, the Company acquired from PSS – Seguridade Social
14,475 shares issued by SC Fundo de Investimento Imobiliário, which represent
all of its shares, which holds a 20% ownership interest in the RibeirãoShopping
project for R$ 40,000.
• DiamondMall
DiamondMall was leased on July 28, 1992 from Clube Atlético Mineiro for thirty
years, in a consortium with company IBR Administração, Participação e
Comércio S.A.
Shopping Mall Pátio Savassi, inaugurated in 2004, is located in the city of Belo
Horizonte, State of Minas Gerais.
On May 9, 2007 the Company signed a contract to purchase total capital from a
company headquartered in Delaware, in the United States, which together with
Commander José Afonso Assunção held 100% of capital of Luna, a company that
holds 65.2% of Shopping Mall Pátio Savassi, amounting to US$ 65 million, of
which US$ 500 thousand was paid upon the option. On May 23, 2007 the
Company exercised the purchase option, making an escrow deposit for US$ 15
million.
On July 16, 2007 the acquisition price was fully paid, and Shopping Mall Pátio
Savassi started being controlled by the Company. Also, as defined in the contract,
the Company exercised the option to acquire a property adjoining Shopping Mall
Pátio Savassi, which was included in the balance sheet of Luna on the date the
negotiation was completed. In connection with this option, the Company paid an
additional amount of US$ 391 thousand.
A free translation from the Original in Portuguese
1. Operations (Continued)
• Vila Olímpia
• Subsidiaries
1. Operations (Continued)
• Subsidiaries (Continued)
• Bertolino Participações
At the Special General Meeting held on May 29, 2007, the merger into the
Company of Bertolino Participações – its minority shareholder until then - was
approved. In connection therewith, the Company was given the acquiree’s net
assets at book value, valued at April 30, 2007 based on the report on valuation
of net assets prepared by independent valuation expert Apsis Consultoria
Empresarial Ltda. for net value of R$ 186,548, consisting of goodwill adjusted
by the allowance for maintenance of integrity of net assets (see Notes 9 and
22).
• Company Listing
On July 25, 2007 the Company obtained the CVM approval to be a listed
company and trade capital shares on the stock exchange.
On July 26, 2007 the Company concluded its Initial and Secondary Public
Offering, issuing 27,491,409 new shares, fully subscribed by new shareholders;
and shareholders 1700480 Ontario, José Isaac Peres and Maria Helena Kaminitz
Peres sold 9,448,026 shares they owned, also fully acquired by new shareholders.
The new shares offered were traded at the price of R$ 25.00 per share. Sale of
primary offering of shares, without considering the exercise of the supplemental
stock option, amounted to R$ 687,000, which resulted in a cash inflow of
R$ 666,000 to the Company, net of estimated commission and expense amounts.
On August 30, 41,700 shares of the supplementary lot were settled for R$ 1,042,
resulting in Company’s cash inflow for R$ 1,011.
A free translation from the Original in Portuguese
1. Operations (Continued)
As disclosed in the Initial and Secondary Public Offering Prospectus for Common
Shares Issued by the Company, these funds will be allocated to acquisitions of
new shopping malls; continued development of projects BarrashoppingSul,
currently under construction, and Shopping Vila Olímpia, currently under
commercialization; expansion of shopping malls already within the Company
portfolio; acquisition of new land for development of new shopping malls as well
as new residential and commercial real estate development projects in areas
adjacent to those of the shopping malls within the Company portfolio; and
strengthening of its working capital. To date, the Company has allocated R$
44,000 to settle up its debt to GSEMREF Emerging Market Real Estate Fund
L.P., described in Note 16, R$ 133,000 to said acquisition of interest in Pátio
Savassi Shopping Mall, described in Note 1, and the difference has been allocated
to short-term investments.
The financial statements of the Company and its subsidiaries were prepared in
accordance with the accounting practices adopted in Brazil, observing the
accounting guidelines of Brazilian Corporation Law and the accounting standards
issued by the Institute of Independent Auditors of Brazil (IBRACON).
Preparing the financial statements involves the use of accounting estimates. Such
estimates are based on objective and subjective factors, supported by
management’s opinion for determining the adequate amounts to be recorded in
the financial statements. Significant items, subject to those estimates and
assumptions, include the selection of useful lives of fixed assets and their
recoverability in operations; credit risk analysis for determining the allowance
for doubtful accounts; analysis of the remaining risks for determining the other
reserves, including the contingencies, and the valuation of financial instruments
and remaining
% ownership
Direct Indirect
(a) Ownership interest held on the date when the subsidiary was merged.
Reconciliation between net assets and net income of company and consolidated is
as follows:
a) Adjustment referring to the Company’s equity in the earnings of County not reflected on equity in
the earnings of Renasce.
a) Determination of profit and loss from real estate development and sale and
others
For installment sale of completed units, income is recognized upon the sale of
such units irrespective of the period for receipt of the contractual amount.
Fixed interest rates set in advance are allocated to profit and loss under the
accrual method, irrespective of its receipt.
For sale of units not yet completed, income is recognized based on procedures
and standards set out by the Federal Accounting Board CFC Resolution No.
963, shown below:
A free translation from the Original in Portuguese
a) Determination of profit and loss from real estate development and sale and
others (Continued)
Cash and cash equivalents include balances in bank accounts and short-term
investments redeemable within a term of up to 90 days as from the balance
sheet date.
Land and properties held for sale are valued at average acquisition or
construction cost, not exceeding market value.
e) Investments
g) Intangible assets
Intangible assets are stated at cost less accumulated amortization and refer to
goodwill paid on the acquisitions of companies Bozano Simonsen Centros
Comerciais S.A., Realejo Participações S.A., and Multishopping
Empreendimentos Imobiliários S.A., all of them fully merged. Amortization
expense is calculated under the straight line method for the term expected for
asset recovery, and based on the expected future profitability over a
maximum 5-year term.
h) Deferred charges
i) Liabilities
Liabilities are recognized in the balance sheet whenever the Company has a
legal liability or a liability set up as a result of a past event, and economic
resources are likely to be required for their settlement. Certain liabilities
involve uncertainties concerning the term and amounts, and are estimated as
they are incurred, and recorded through a provision. Provisions are recorded
based on the estimates of the risk involved.
j) Taxation
Revenues from sales and services are subject to the following taxes and
contributions, at the following basic tax rates:
Rate
Tax Abbreviation Company Subsidiaries
j) Taxation -- Continued
Taxation on net profit includes income and social contribution taxes. Income
tax is computed on taxable profit at a 15% tax rate, plus 10% surtax on profits
exceeding R$ 240 within a period of 12 months, whereas social contribution is
computed at a 9% tax rate on taxable profit, recognized on an accrual basis.
Therefore, additions to the book profit of expenses, temporarily nondeductible,
or exclusions from revenues, temporarily nontaxable, for computation of
current taxable profit generate deferred tax credits or debits.
As provided for in tax legislation, all companies that are part of the Multiplan
Group, except the parent Company and the merged subsidiary Multishopping,
which had gross annual revenue for the prior year lower than R$ 48,000 opted
for the presumed-profit method.
Deferred tax credits, fully referring to temporary differences and arising from
the minority shareholder’s company merger operation, as mentioned in Note 1,
are stated at their realizable value.
l) Deferred income
Funds received regarding key money (received upon) assignment of rights (to
operate in the shopping centers) are recorded as unallocated income and
recognized linearly in result of operations for the period, based on the rent term of
the related stores to which they refer.
A free translation from the Original in Portuguese
5. Accounts Receivable
September 30, 2007 June 30, 2007
Company Consolidated Company Consolidated
(a) Refers to balances regarding acknowledgment of debt, rent and others, which were overdue, having
been renegotiated are to be paid in installments.
(b) Refers to administration fees receivable by the Company and the subsidiaries Multiplan
Administradora, charged from investors or shopkeepers of the shopping centers administered by them,
which correspond to a percentage applied on store rent (6% to 7% of the minimum rent, plus 15% on
the portion exceeding minimum rent), on common shopkeeper charges (5% of expenses incurred), on
financial management (variable percentage on expenses incurred in shopping center expansions) and on
promotional fund (5% of promotional fund collection).
A free translation from the Original in Portuguese
Accounts receivable are restated by the National Civil Construction Index - INCC
until the end of construction, and by the IGP-DI thereafter.
These credits mainly refer to construction in progress, to which title deeds are
granted only after settlement and/or negotiation of receivables from clients.
Current
Shopkeepers 287 287 197 197
Shopping center Condominiums (a) 7,150 7,150 6,998 6,998
Shopping center investors - 522 - 521
Cinemark Brasil S.A. (b) 515 515 510 510
Parkshopping Barigui Condominium (c) 341 341 336 336
Related parties (Nota 20) 7 13 998 336
Patio Savassi (d) - - 39,154 39,154
Others 941 2,206 499 796
9,241 11,034 48,692 48,848
Provision for losses (a) (7,150) (7,150) (6.998) (6,998)
2,091 3,884 41,694 41,850
Noncurrent
Shopkeepers 101 101 116 116
Cinemark Brasil S.A. (b) 172 172 298 298
Parkshopping Barigui Condominium(c) 1,164 1,164 1,232 1,232
Related Parties (Note 20) 1,067 1,067 1,010 1,010
Other 410 411 405 405
2,914 2,915 3,061 3,061
A free translation from the Original in Portuguese
(a) Prepayments to shopping center condominiums owned by the Multiplan Group and shopkeepers that will be
reimbursed. Provision for losses was set up for the full balance receivable from the shopping center condominiums
considering the involved realization risk.
(b) On September 15, 2002 the merged subsidiaries Multishopping an Bozano signed a Private Intercompany Loan
Agreement with Cinemark Brasil S.A. amounting to R$2,000 to fund the acquisition of machinery and equipment and
the cost of a portion of work to set up movie theaters at Parkshopping Barigui. The release of these funds was
conditional upon the completion of the work, which took place in December 2003. The principal amount is indexed to
the long-term interest rate – TJLP, plus interest of 5.5% p.a., and will be repaid in 54 monthly tranches after a six-
month grace period as from the release of funds on February 15, 2004. Cinemark secured the operation by the pledge
of gross revenue from sale of movie tickets on behalf of Multishopping and Bozano for movie theaters in the complex
and by the pledge of machinery and equipment acquired to set up the movie theaters.
(c) Refers to advances granted to Parkshopping Barigui condominium to meet its working capital needs. The debt balance
is restated monthly by IGP-DI plus 12% p.a. and is repayable within 48 months as from March 2007.
(d) As described in Note 1, on May 9, 2007, the Company executed an agreement with Norbel to purchase and sell the
entirety of capital stock of a company established in Delaware, in the United States of America, through which it
holds 99.99% of Luna’s capital, a company that, in its turn, holds 65.2% of Pátio Savassi Shopping Mall, and 0.01%
do Luna’s capital, held by Commander José Afonso Assunção, paying the total amount of R$ 30,247. Additionally, on
June 6, 2007, the Company entered into an agreement with JPL Empreendimentos company holders expressing its
intent to purchase the entirety of their interest in referred to company, that owns 100% of Cilpar – Cil Participações
Ltda. capital, which, in its turn, holds 18.61% of Pátio Savassi Shopping Mall, for the total amount of R$ 37,115, of
which the amount of R$ 8,908 was paid on June 8, 2007. The amounts paid were recorded as advance for future
acquisition of these interests, and the deal with Norbel and Commander Assunção was closed at July 16, 2007 after all
conditions precedent have been fulfilled by the parties, and business done with JPL Empreendimentos on September
13, 2007. In connection with the operations concluded, the amount paid was written off from advance, with an offset
against the related investments recorded.
(a) Refers to the amount of assignment of rights already taxed by the merged subsidiaries Bozano and
Realejo in the period before acquisition of these companies by the Company on February 24, 2006,
which was returned to the statement of operations for future years.
(b) Balances related to provision for contingencies at Renasce, in the amount of R$ 733, were not
considered, as said subsidiary adopts the assumed profit ruling for taxation, and nondeductible fines, in
the amount of R$499, included in the provision.
A free translation from the Original in Portuguese
(c) Deferred tax credit on balances of allowance for doubtful accounts and provision for losses on
Company prepayments was not set up, as such provisions basically refer to previous years at Bozano
and Realejo, when such companies adopted the assumed profit ruling for taxation. The allowance for
doubtful accounts balance considered for calculation of the consolidated tax credit is net of the amount
of R$ 1,110, recorded against deferred income.
(d) According to the tax criterion, the result of the sale of real estate units is determined based on the
financial realization of revenues (cash basis) and costs are determined by applying a percentage on
revenues recorded until then, and such percentage corresponds to that of total estimated cost in relation
to total estimated revenues.
(e) As mentioned in Note 1, the Company merged Bertolino Participações – its parent company until
then - on May 29, 2007. The goodwill recorded in Bertolino’s balance sheet, deriving from Multiplan
capital participation acquisition in the amount of R$ 550,330 and based on the investment’s expected
future profitability, will be amortized by Multiplan premised on said expectations over a term of 5 years
and 8 months.
In consonance with CVM Instruction No. 349, Bertolino set up a provision for net equity make-whole
before its merger in the amount of R$ 363,218, corresponding to the difference between the goodwill
amount and the tax benefit deriving from the related amortization. This caused Multiplan to absorb only
the assets relating to the goodwill amortization tax-deductible benefit, in the amount of R$ 186,548. The
referred provision will be reversed in proportion of the goodwill amortization by Multiplan, thus not
affecting the result of its operations.
Reconciliation of the income and social contribution tax expense calculated at the
applicable combined statutory rates and the corresponding amounts posted to the
statement of income is as follows:
Consolidated
September 30, September 30,
2007 2006
Information on subsidiaries:
June 30,
September 30, 2007 2007
Equity in
Ownership Book value earnings Book value
Subsidiaries interest -% of investments of affiliates of investments
Company
CAA Corretagem e Consultoria Publicitária S/C
Ltda. 99.00 342 (118) 351
RENASCE – Rede Nacional de Shopping Centers
Ltda. 99.00 (a) 5,276 (321) 6,465
Brazilian Realty LLC 100.00 (c) 40,779 1,078 -
Indústrias Luna S.A. 0.01 (c) 4 - -
JPL Empreendimentos Ltda. 100.00 (c) 9,966 (56) -
CAA Corretagem Imobiliária Ltda. 99.61 (a) - (57) 1
SCP – Royal Green Península 98.00 4,759 3,834 3,093
Multiplan Admin. Shopping Center 99.00 1,078 718 614
SC Fundo de Investimento Imobiliário 100.00 39,334 - 39,514
MPH Empreendimento Imobiliário Ltda 41.96 (b) 839 - 839
Others 89 4 89
102,466 5,082 50,966
Consolidated
SCP – Royal Green Península 98.00 4,758 3,834 3,093
SC Fundo de Investimento Imobiliário 39,334 - 39,514
Others 208 (1) 197
44,300 3,833 42,804
(a) The equity in earnings of affiliates covers the period beginning when these investments were acquired by the Company, during the first
half of 2006.
(b) This Company was incorporated in February 2007 (see Note 1).
(c) The equity in earnings of affiliates covers the period beginning when these investments were acquired by the Company, during the
third half of 2007.
At September
At June 30, 2007 Acquisition of Amortização Dividends Revenue of Exchange Equity in 30, 2007
Subsidiaries investment Goodwill do ágio received shares variation subsidiaries
Cost
CAA Corretagem e Consultoria Publicitária S/C Ltda. 351 - - - - - - (9) 342
RENASCE – Rede Nacional de Shopping Centers Ltda. (a) 6,465 - - - (1,100) - - (89) 5,276
CAA Corretagem Imobiliária Ltda. 1 - - - - - - (1) -
SCP – Royal Green Península 3,093 - - - - - - 1,666 4,759
Multiplan Admin. Shopping Center 614 - - - - - - 464 1,078
SC Fundos de Investimentos Imobiliários (b) 39,514 - - - - (180) - - 39,334
MPH Empreendimentos Imobiliários Ltda 839 - - - - - - - 839
Brazilian Realty LLC. - 40,257 - - - - (555) 1,077 40,779
JPL Empreendimentos Ltda. - 10,022 - - - - - (56) 9,966
Industrias Luna S.A. - 4 - - - - - - 4
Outros 89 - - - - - - - 89
50,966 50,283 - - (1,100) (180) (555) 3,052 102,466
Goodwill
Brazilian Realty LLC. (c) - - 83,518 (1,717) - - - - 81,801
JPL Empreendimentos Ltda. (d) - - 27,804 (129) - - - - 27,675
Indústrias Luna S.A. - - 8 - - - - - 8
- - 111,330 (1,846) - - - - 109,484
(a) On February 24, 2006, the Company acquired the investment of Bozano Holdings Ltd. in Renasce,
equivalent to 17.10% of this company capital, for the book value of R$ 3,661. In addition, with the
purchase and merger of Bozano Simonsen Centros Comerciais S.A. as of March 31, 2006, together with
that of subsidiary Multishopping Empreendimentos Imobiliários S.A. as of June 30, 2006, which had
32.9% and 50% interest in Renasce, respectively, the Company started to hold 99% of Renasce’s quotas.
(b) On December 20, 2006, through the agreement for the purchase and sale of units of interest of real estate
investment fund, the Company acquired from PSS – Seguridade Social all the 14,475 units of interest
issued by SC Fundo de Investimento Imobiliário, which holds 20% interest in RibeirãoShopping, for R$
40,000. This investment was recorded at cost as of acquisition date. Considering the dissolution of said
investment fund approved by the Special Members’ Meeting held on February 9, 2007, the investment
will be transferred to property and equipment as cost of acquisition related to RibeirãoShopping.
(c) As mentioned in Note 1, the Company acquired on July 16, 2007 total capital of Brasilian Realty, which
holds 99.99% of capital of Indústrias Luna S.A. for R$ 123,776, and 0.01% of capital of Indústrias Luna
S.A. for R$ 12, eventually determining goodwill for R$ 83,518 and R$ 8, respectively, in relation to the
equity value of aforesaid companies on the related date. The economic basis of goodwill consisted of the
future profitability expected from the related companies.
(d) As mentioned in Note 1, the Company acquired on September 13, 2007 total capital of JPL
Empreendimentos Ltda. for R$ 37,826, eventually determining goodwill for R$27,804 in relation to the
equity value of aforesaid company on the related date. The economic basis of goodwill consisted of the
future profitability expected from the related companies.
Annual
depreciation
rates September 30, 2007 June 30, 2007
(%) Company Consolidated Company Consolidated
As mentioned in Note 1: (a) On February 24, 2006, the Company acquired all the
shares of Bozano and Realejo. These investments were acquired for R$ 447,756
and R$ 114,086, respectively, and goodwill was recorded in the amount of R$
307,067 and R$ 86,611, respectively in relation to the book value of the referred
to companies as of that date; (b) On June 22, 2006, the Company acquired all the
shares of Multishopping held by GSEMREF Emerging Market Real Estate Fund
L.P. for R$ 247,514 as well as the shares held by shareholders Joaquim Olímpio
Sodré and Manoel Joaquim Rodrigues Mendes for R$ 16,587, and goodwill was
recorded in the amount of R$ 158,931 and R$ 10,478, respectively, in relation to
the book value of Multishopping as of that date. In addition, on July 8, 2006 the
Company acquired the shares of Multishopping held by shareholders Ana Paula
Peres and Daniela Peres, for R$ 900, resulting in goodwill of R$ 448. The
referred to goodwill was based on expected future profitability of these
investments.
Upon merger with these companies, goodwill was classified as “Intangible asset”
and the corresponding breakdown is as follows:
Annual September 30, 2007 June 30, 2007
amortization
rates (%) Company Consolidated Company Consolidated
Goodwill upon acquisition of ownership 20 563,534 563,534 563,534 563,534
interest
Accumulated amortization (167,995) (167,995) (139,819) (139,819)
395,539 395,539 423,715 423,715
A free translation from the Original in Portuguese
(a) In 2005, initial works for the construction of BarraShopping Sul started, and its inauguration is planned
for 2008.
Current
Banco Bradesco S.A. CDI 0.9% - - 12,710 12,710
BNDES TJLP e 13,928 13,928
UMBNDES 5.2% 13,864 17,506
Banco Modal S.A. TJLP 6.5% - - 549 549
Companhia Real de Distribuição - 26 26 25 25
13,890 17,532 27,212 27,212
Noncurrent
Bradesco - - 24,612 24,612
BNDES TJLP e 25,978 25,978
UMBNDES 5.2% 22,536 24,382
Banco Modal S.A. TJLP 6.5% - - 354 354
Companhia Real de Distribuição - 878 878 885 885
23,414 25,260 51,829 51,829
Loans and financing with BNDES, obtained for the construction of shopping
malls, are guaranteed by mortgage of the related properties, recorded under
property and equipment for R$ 72,575 (R$ 91,383 at june 2007), guarantees
provided by directors or surety furnished by parent company Multiplan
Planejamento, Participações e Administração S.A. Charges on loans and
financing vary from 11.0% to 13.0% p.a.
On May 23, 2007 and June 6, 2007, the Company contracted with Banco
Bradesco S.A. two Bills of Credit for Working Capital purposes, in the total
amounts of R$29,000 and R$9,000, respectively, adjusted by reference to the DI
rate and repayable in 36 monthly consecutive installments, the last of which
maturing in May 2010. These loans were settled ahead of schedule on July 31,
2007.
Current
Fundação Sistel de Seguridade Social (BHS) (a) 3,450 3,450 5,017 5,017
Companhia Brasileira de Distribuição (d) 2,838 2,838 2,712 2,712
Terreno Morumbi (b) 2,550 2,550 2,550 2,550
PSS – Seguridade Social (c) 5,122 5,122 5,021 5,021
Carvalho Hosken S.A. 270 270 286 286
Coroa Alta Emp.Imob.Ltda (e) 5,394 5,394 8,630 8,630
Valenpride Sociedade Anônima (f) 8,022 8,022 8,022 8,022
Terreno Chácara Santo Antônio (g) 3,870 3,870 5,870 5,870
Coroa Alta – Terreno Anhanguera (h) 8,032 8,032 8,032 8,032
Terreno Santo Amaro (i) 5,326 5,326 6,868 6,868
44,874 44,874 53,008 53,008
Noncurrent
Companhia Brasileira de Distribuição (d) 473 473 1,130 1,130
PSS – Seguridade Social (c) 16,648 16,648 17,574 17,574
Valenpride Sociedade Anônima (f) - - 917 917
Coroa Alta – Terreno Anhanguera (h) 4,016 4,016 6,023 6,023
21,137 21,137 25,644 25,644
(a) On March 15, 2004, subsidiaries Multishopping, Bozano and Realejo acquired from Fundação Sistel de Seguridade
Social 7.5% of its interest in BHShopping (BHS). The acquisition cost was R$32,877, of which R$12,524 was paid
upfront and the balance will be paid in 48 equal monthly tranches of R$424 beginning April 15, 2004, adjusted by
change in the National Consumer Price Index every 12 months, plus interest of 8% p.a.
(b) On December 8, 2006 the Company executed, with several individuals and legal entities, a private instrument of
irrevocable commitment to the sale and purchase of two pieces of land in Santo Amaro – SP for the total price of
R$ 19,800 to be paid as follows: R$ 4,000 on the agreement execution date and the balance of R$ 15,800 at
February 20, 2007, consisting of R$ 2,550 paid through a payment in kind referred to properties which are the
future office units of building “Centro Empresarial MorumbiShopping”, which must be readily delivered and
finished until February 28, 2008.
Also concerning the areas surrounding MorumbiShopping, on December 14, 2006, the Company acquired, from
several individuals and legal entities, four lots of land in São Paulo for R$ 2,694, integrally liquidated in the quarter.
(c) On December 20, 2006, the Company acquired from PSS – Seguridade Social, the total number of 14,475 shares
issued by SC Fundo de Investimento Imobiliário, for R$ 40,000, from which R$ 16,000 were to be paid up front,
and the balance of R$ 24,000 in 60 monthly and consecutive installments of R$ 494, already including annual
interest of 9% by French amortization method, plus monthly monetary restatement according to the variation of
National Consumer Price Index (IPCA), the first of which was falling due on January 20, 2007 and the remaining,
on the same day of subsequent months.
(d) The obligation of subsidiaries Multishopping and Bozano to Companhia Brasileira de Distribuição refers to the
acquisition on April 15, 2003 of a commercial store located in Parkshopping Brasília for R$9,100, with a down
payment of R$686 on the date of the agreement, and the remaining balance is payable in 60 monthly installments, as
from December 2003, adjusted by interest of 12% p.a.
(e) On January 19, 2007, the Company acquired from Coroa Alta Empreendimentos Imobiliários S.A 50% of land
located in Porto Alegre/Rio Grande do Sul State, in which Barrashopping Sul is being built. The price agreed for the
purchase was R$ 16,183, of which R$ 2,158 was paid in cash upon execution of the provisional title deed and R$
14,025 in 13 equal and successive monthly installments of R$ 1,079, the first maturing on February 20, 2007.
(f) On January 15, 2007, the Company acquired from Valenpride Sociedad Anónima plots of land located in Chácara
Santo Antônio/ SP, for R$ 11,750, of which R$ 1,100 was paid on demand. The remaining balance is not interest
bearing and will be paid as follows: R$ 1,100 within 90 days as from the date of execution of the agreement; R$
9,550 in 17 installments of R$ 306, the first maturing 30 days after payment of the second installment of R$ 1,100,
and the remaining R$ 4,356 upon transfer of title to the property.
A free translation from the Original in Portuguese
(h) On April 20, 2007, the Company executed with Coroa Alta Empreendimentos Imobiliários S.A. four purchase and
sale deeds concerning tracts of land located in the city of Ribeirão Preto/SP for the total amount of R$ 15,998, payable
as follows: in relation to three deeds, the Company paid the total amount of R$ 425 in the act, and the remaining
balance will be amortized in 23 no-interest-bearing, monthly consecutive installments in the total amount of
R$ 10,828; as to the fourth deed, the Company paid R$ 123 in the act, R$ 255 within 30 days from the agreement
execution date, and the remaining balance amortized in 22 no-interest-bearing, monthly consecutive installments in
the amount of R$ 198.
(i) On June 27, 2007, the Company purchases from several individuals land located in Santo Amaro District - SP for
R$ 3,741, of which R$ 374 was paid cash. The remaining balance will be paid as follows: R$ 2,806 in 30 days,
without bearing any interest; R$ 2,806 in 4 monthly equal consecutive installments in the amount of R$ 702,
monetarily restated by reference to the variation in the IGP-M index. Additionally, on the same date, the Company
entered into a sublease termination agreement with the former real estate sub-leasers to compensate for the works
performed there, for the sublease termination, as for expenses incurred with leaving the real estate unoccupied, in the
amount of R$ 3,500. Out of this total, R$ 350 was paid in 15 days, and the remaining balance of R$ 3,150 will be paid
in 6 no-interest-bearing monthly installments of R$ 105.
Noncurrent
GSEMREF - - 47,211 47,211
- - 47,211 47,211
The balance payable to GSEMREF Emerging Market Real Estate Fund L.P. refers
to the acquisition, on June 22, 2006, of all shares of Multishopping that it owned.
The purchase amount was R$ 247,514, from which R$ 160,000 were paid up
front, and the remaining amount was divided into two installments, the first of
which totaled R$ 42,454, payable one year after the agreement date; and the
second, totaling R$ 45,060, payable in two years, both being subject to
restatement by General Market Price Index (IGP-M). The balance outstanding at
June 30, 2007 was fully paid on July 9, 2007.
(b) In February 2002, subsidiary Multishopping received an unfavorable ruling in connection with
Property Transfer Tax - ITBI related to the transfer of title of BH Shopping to Multishopping
upon merger of Maramar Shopping Participações Ltda., and requested the payment in 60
monthly installments. In addition, said subsidiary applied in December 2003 for payment in 36
installments of ITBI debt referring to transfer of title of Parkshopping to Multishopping also
upon takeover of Maramar. Due to unfavorable ruling on the case, payment in installment was
only approved in July 2004, being restated by the General Consumers Price Index – IGPC.
(c) Refers to tax delinquency notices received in July 2003 resulting from underpayment of
income and social contribution taxes in 1999. The subsidiaries Multishopping and Renasce
opted to participate in the installment payment plan of Law No. 10684/2003, and the amount
of the obligation was divided into 180 monthly installments beginning in July 2003. In
addition, subsidiary Renasce opted to participate in the installment payment plan of the debt
referring to the tax claim of the National Institute of Social Security – INSS, due to lack of
payment of INSS on third party labor, which was secured by the bank guarantee contract with
Banco ABC Brasil S.A. up to 2004. The installment payment is restated by the Long-term
Interest Rate – TJLP.
A free translation from the Original in Portuguese
18. Unallocated Result of Real Estate Sales and Advance from Clients
As mentioned in Note 3a, in order to comply with the procedures and standards
established by CFC Resolution No. 963 for recognizing results from sale of real
estate units under construction, the balance of estimated cost of units sold, the
result from sale of real properties to be appropriated and advances from
customers are not being reflected on the Company’s financial statements.
Enterprise “Centro Empresarial MorumbiShopping” was the only one in progress
as from 2005, and its construction was completed during the third quarter of
2007.
Consolidated
September June 30, 2007
30, 2007
Unallocated revenue from real estate sales - 7,260
Unallocated cost of real estate sales - (4,732)
Unallocated selling expenses - (149)
- 2,379
Consolidated
September June 30,
30, 2007 2007
Current - 15,030
Noncurrent - 6,539
- 21,569
A free translation from the Original in Portuguese
19. Contingencies
(a) The Company filed a suit against the Federal Government related to Pis and
Cofins levy. In 1999, said to subsidiary started to question in court Pis and
Cofins levy on the terms of Law 9718 of 1998. The payments related to
Cofins have been calculated according to ruling legislation and deposited in
court.
(c) The provisions for Pis, Cofins and IOF result from financial transactions with
related parties until December 2006. As from 2007, the Company has been
paying IOF on financial transactions with related parties.
Taxes and social contributions determined and paid by the subsidiaries are
subject to review by the tax authorities for different statute barring periods.
A free translation from the Original in Portuguese
Intercompany Sundry loans and Sundry loans and Amounts payable Intercompany
loans -current advances - advances - –current loans -noncurrent
Consolidated assets current noncurrent liabilities assets
The balance payable and service expenses with the Parent Company Multiplan
Planejamento e Participações e Administração Ltda. basically refer to the variable
remuneration of the Company’s Chief Executive Officer as defined in the
Shareholder’s Agreement.
The balance of loan recoverable with Divertplan refers to the intercompany loan
agreement executed with subsidiary Renasce, which is updated according to 100%
remuneration of Interbank Deposit Certificate (CDI) and was paid on July 18,
2007.
On June 15, 2007 and July 5, 2007, the Company advanced funds to subsidiary
MPH Empreendimentos Imobiliários in the amount of R$ 710 and R$ 901,
respectively, to finance Vila Olímpia mall construction work costs, in which MPH
holds 71.5% interest. This amount is not being subject to any adjustments, and the
Company expects to convert the respective balance into capital.
a) Capital
Under the 2nd Amendment to the Articles of Association dated February 15,
2006, Company members unanimously decided to increase Company capital
from R$ 56,314 to R$ 60,306, through onerous assignment of net assets
valuated at R$ 3,992 comprising (i) 153,877 units of interest of CAA –
Corretagem Imobiliária Ltda., corresponding to 99.61% of the capital of that
company; and (ii) rights related to 98% equity interest in a Silent Partnership
which is in charge of developing the residential real estate project
denominated “Royal Green Península”.
a) Capital (Continued)
At the Special General Meeting held on June 22, 2006, the shareholders
approved the Company’s capital increase from R$ 160,296 to R$ 264,419,
through issue and subscription of 47,327,029 new shares, of which 19,328,517
common and 27,998,512 preferred shares. The subscription price was set at
R$ 17.9601, totaling R$ 850,001, out of which R$ 104,124 earmarked for
capital and R$ 745,877 for subscription premium capital reserve. Preferred
shares are entitled to vote, except for election of the Company management
members, and are assigned priority rights to capital reimbursement, at no
premium.
Number of
Shareholder shares
b) Goodwill reserve
As explained in Notes 1 and 9, upon Bertolino’s merger into the Company, the
goodwill recorded on Bertolino’s balance sheet deriving from the purchase of
Multiplan capital participation, net of provision for net equity make-whole,
was recorded on the Company’s books, after said merger, under a specific
asset account – deferred income and social contribution taxes, as per contra to
special goodwill reserve upon merger, pursuant to the provisions set forth in
article 6°, paragraph 1° of CVM Instruction No. 319. This goodwill will be
amortized by Multiplan premised on the expected future profitability that gave
rise to it, over a term of 5 years and 8 months.
c) Distribution of profits
According to the Company’s Articles of Association, of the total net profit for
the year, 5% is allocated to a legal reserve up to the limit of 20% of capital;
25%, adjusted in the terms of article 202 of the Brazilian Corporation Law,
will be paid as dividends; and, of the remaining amount, up to a limit of 70%,
half may be allocated to a reserve for investments, for the purpose of ensuring
the maintenance and development of social activities, and the other half to a
reserve in order to guarantee the payment of dividends to shareholders.
Merged subsidiary Multishopping was guarantor to a loan taken out from BNDES
bank by Anália Franco Comércio e Desenvolvimento Imobiliário Ltda., the
co-developer of Anália Franco Shopping Mall. At March 31, 2007, the guarantee
provided amounted to R$ 725. The referred to loan was fully repaid on
April 16, 2007.
A free translation from the Original in Portuguese
Risk factors
The main risk factors to which the subsidiary companies are exposed are the
following:
(i) Interest rate risk
- Inability to obtain financing in the event that the real estate market
presents unfavorable conditions, not allowing absorption of such costs.
This risk is related to the possibility of the Company and its subsidiaries
posting losses resulting from difficulties in collecting amounts referring to
rents, property sales, key money, administration fees and brokerage
commissions. This type of risk is substantially reduced owing to the
possibility of repossession of rented stores as well as sold properties, which
historically have been renegotiated with third parties on an even more
profitable basis.
A free translation from the Original in Portuguese
The risk is related to the possibility of the Company and its subsidiaries
posting losses resulting from difficulties in realizing short-term financial
investments. The risk inherent to such financial instruments is minimized by
keeping such investments with highly-rated banks.
The Company management does not identify, among market values and
those disclosed in the financial statements as of September 30, 2007,
significant differences generated by operations involving financial
instruments that would require specific disclosure.
The CPI (undivided joint properties) rules governing the shopping malls in which
the subsidiary Multishopping holds ownership interest maintain insurance
policies at levels which Management considers adequate to cover any risk
associated with asset liability or claims. Management maintains insurance
coverage for civil liability, loss of profits and miscellaneous losses.
Management fees, which comprise the Executive Board and Board of Directors
members, are computed as expenses for the period, including the respective
benefits and social charges. As approved at the Annual and Special Shareholders’
Meetings held on April 30, 2007, the basic salary relating all Management
members amounts to R$ 9,317 for 2007.