The document is the quarterly financial information for BR Properties S.A. for the quarters ended September 30, 2008 and June 30, 2008. It includes the balance sheets, statements of operations, and notes to the quarterly financial information for both the company and on a consolidated basis with its subsidiaries. The notes provide details on the company's operations, basis of preparation of the financial statements, accounting policies, investments made during the quarter, and lists the subsidiaries that are consolidated.
1 t13 br properties divulgação dos resultados apresentação
Earnings Release 3Q08
1. Unconsolidated and Consolidated
Quarterly Financial Information
BR Properties S.A.
September 30, 2008 and June 30, 2008
with Special Review Report of Independent Auditors
2. BR PROPERTIES S.A.
UNCONSOLIDATED AND CONSOLIDATED QUARTERLY FINANCIAL INFORMATION
September 30, 2008 and June 30, 2008
Contents
Special review report of independent auditors ................................................................ 1
Quarterly financial information
Balance sheets ............................................................................................................... 3
Statements of operations ............................................................................................... 5
Notes to the quarterly financial information ..................................................................... 6
3. Condomínio São Luiz
Av. Pres. Juscelino Kubitschek, 1830
Torre I - 8º Andar - Itaim Bibi
04343-900 - São Paulo, SP, Brasil
Tel: (5511) 2112-5200
Fax: (5511) 2112-5780
www.ey.com.br
Uma empresa-membro da Ernst & Young Global LimitedErnst & Young | 1
A free translation from Portuguese into English of Special Review Report of Independent Auditors on
quarterly financial information prepared in Brazilian currency in accordance with the accounting
practices adopted in Brazil and specific standards established by IBRACON, CFC and CVM
Special review report of independent auditors
The Board of Directors and Shareholders
BR Properties S.A.
1. We have performed a special review of the accompanying unconsolidated and
consolidated Quarterly Information (ITR) of BR Properties S.A. (the Company) for the
quarter ended September 30, 2008, including the balance sheets, statements of
operations, cash flows and value added, prepared under the responsibility of
management.
2. We conducted our review in accordance with specific standards established by the
Brazilian Institute of Independent Auditors (IBRACON), together with the Federal
Accountancy Board (CFC), which consisted principally of: (a) inquiries of and
discussions with officials responsible for the accounting, financial and operating areas
of the Company and subsidiaries as to the main criteria adopted in preparing the
Quarterly Information, and (b) review of the information and subsequent events that
had or might have had material effects on the financial position and operations of the
Company and subsidiaries.
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 be in conformity with
the standards established by the Brazilian Securities Commission (CVM), specifically
applicable to the preparation of Quarterly Information, including CVM Ruling No.
469/08.
4. Uma empresa-membro da Ernst & Young Global Limited
Ernst & Young | 2
4. As mentioned in Note 2.2, Law No. 11638, approved on December 28, 2007 to take
effect on January 1, 2008, modified, set aside and added new provisions to those of
Law No. 6404/76 (Corporation Law) and eventually changed the accounting practices
adopted in Brazil. While such law has already taken effect, some changes depend on
standards to be set by regulators so that they can be fully applied by entities.
Accordingly, in this transition phase, CVM Ruling N°. 469/08 allowed non-application of
the provisions of Law No. 11638/07 for preparation of Quarterly Financial Information
(ITR). As a consequence, the accounting information contained in the Quarterly
Financial Information (ITR) for the quarter ended September 30, 2008 was prepared in
accordance with specific CVM rulings and does not reflect all the changes in
accounting practices introduced by Law No. 11638/07.
São Paulo, October 31, 2008.
ERNST & YOUNG
Auditores Independentes S.S.
CRC-2SP015199/O-6
Antonio Humberto Barros dos Santos
Accountant CRC-1SP161745/O-3
5. Ernst & Young | 3
A free translation from Portuguese into English of quarterly financial information prepared in Brazilian
currency in accordance with the accounting practices adopted in Brazil
BR PROPERTIES S.A.
Balance sheets
September 30, 2008 and June 30, 2008
(In thousands of reais)
Company Consolidated
September 30,
2008
June 30,
2008
September
30,
2008
June 30,
2008
Assets
Current assets
Cash and cash equivalents (Note 4) 22 480 554 1,304
Short-term investments (Note 4) 147,870 157,495 169,558 167,223
Trade accounts receivables (Note 5) - 10,348 9,511
Advances for acquisition of real estate - 20,620 20,485
Recoverable taxes (Note 6) 2,232 1,977 2,854 2,419
Deferred income and social contribution
taxes - - - -
Prepaid expenses 58 87 713 694
Other accounts receivable 712 565 210 1,363
150,894 160,604 204,857 202,999
Permanent assets
Investments in subsidiaries (Note 7) 531,078 520,374 - -
Goodwill on investment acquisition(Note
7) 8,080 8,080 9,487 9,487
Property and equipment (Note 8) 520 532 1,121,941 1,116,098
539,678 528,986 1,131,428 1,125,585
Total assets 690,572 689,590 1,336,285 1,328,584
6. Ernst & Young | 4
Company Consolidated
September 30,
2008
June 30,
2008
September
30,
2008
June 30,
2008
Liabilities and shareholders’ equity
Current liabilities
Loans and financing (Note 9) - - 63,355 61,770
Trade accounts payable 97 299 1,401 1,876
Salaries and social charges payable 642 418 756 505
Taxes payable 4 88 677 689
Provision for income and social
contribution taxes 197 206 645 594
Payables for acquisition of real estate
(Note 10) 238 341 5,925 7,580
Advances - 767 299
Other accounts payable - 69 238 1,514
1,178 1,421 73,764 74,827
Noncurrent liabilities
Provision for income and social
contribution taxes (Note 11) - - 52,336 52,554
Loans and financing (Note 9) - - 520,791 513,034
- - 573,127 565,588
Shareholders’ equity
Capital:
Subscribed capital (Note 13) 597,422 597,033 597,422 597,033
Revaluation reserve – subsidiaries 101,593 102,018 101,593 102,018
Accumulated losses (9,621) (10,882) (9,621) (10,882)
689,394 688,169 689,394 688,169
Total liabilities and shareholders’ equity 690,572 689,590 1,336,285 1,328,584
See accompanying notes.
7. Ernst & Young | 5
BR PROPERTIES S.A.
Statements of operations
Nine month periods ended September 30, 2008 and June 30, 2008
(In thousands of reais)
Company Consolidated
Period from
July 1 to
Nine month
period ended
Period from
July 1 to
Nine month
period ended
Period from
July 1 to
Nine month
period ended
Period from
July 1 to
Nine month
period ended
September
30, 2008
September
30, 2008
September
30, 2007
September
30, 2007
September
30, 2008
September
30, 2008
September
30, 2007
September
30, 2007
Gross Revenues from sales:
Lease - - - - 25,025 68,974 8,340 9,388
Services rendered - - 35 35 322 635 35 35
Taxes on revenues - - (5) (5) (2,878) (7,423) (1,268) (1,365)
Net revenue from rental - - 30 30 22,469 62,186 7,107 8,058
Cost of leased properties and
services rendered - - - - (3,981) (11,507) (3,349) (3,851)
Gross profit - - 30 30 18,488 50,679 3,758 4,207
Operating income (expenses)
General and administrative
expenses
(3,572) (8,840) (2,435) (4,836) (4,284) (12,363) (2,429) (5,116)
Financial income (Note 14) 4,691 15,804 1,928 4,680 5,345 16,831 2,006 4,744
Financial expenses (Note 14) (430) (666) (1,115) (1,369) (18,581) (51,511) (12,411) (13,330)
Equity pick-up in subsidiaries (111) (3,431) (7,617) (8,119) - - - -
Operating income (loss) 578 2,867 (9,209) (9,614) 968 3,636 (9,076) (9,495)
Non operating income 252 282 - - 297 496 - 14
Income (loss) before income
and social contribution taxes
830 3,149 (9,209) (9,614) 1,265 4,132 (9,076) (9,481)
Income and social contribution
taxes (Note 11) (214) (1.534) 223 241 (650) (2,517) 108 108
Income for the period 616 1,615 (8,986) (9,373) 615 1,615 (8,968) (9,373)
See accompanying notes.
8. BR PROPERTIES S.A.
Notes to the quarterly financial information
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 6
1. Operations
The Company was incorporated on May 26, 2004 as a stock corporation named
Itarema Participações S.A. On December 22, 2006, its corporate name was changed
to BR Properties S.A. (“BR Properties” or the “Company”).
On December 22, 2006, the Company received contributions from shareholders,
including new shareholders, amounting to R$ 53,000. The major new shareholders
were GP Investments Ltd, Private Equity Partners A, LLC, Private Equity Partners B,
LLC, Reic Brasil Holding LLC, Castlerigg Latin American Investments LLC, Peter L.
Malkin Family 2000 LLC, Talisman Special Purpose Fund Ltd, Tudor Proprietary
Trading LLC and Tudor Brazil Investments LLC.
The shareholders established the Company’s business plan and resolved that it would
operate as a holding engaged in (i) purchase, sale and development of commercial
buildings, existing or to be built; (ii) management of own or third party properties; (iii)
leasing, commercial exploration, rent or sub-rent of own commercial properties,
including those built to suit.
The Company started operations in April 2007, by establishing Special Purpose
Companies (SPCs) to acquire properties and have them rented under commercial
lease agreements, having invested approximately R$946 million until September 30,
2008. The Company also invested close to R$42 million in the acquisition of land
banks for future commercial property developments.
During the third quarter of 2008, the Company made the following investments:
On July 11, 2008, the Company, through its subsidiary BRPR XI Empreendimentos e
Participações acquired 50% of Edifício Cidade Jardim, for R$25,000, in order to
exclusively develop a real estate venture located on the corner of Avenida Cidade
Jardim with Rua Camargo Cabral.
On August 4, 2008, the Company, through its subsidiary BRPR XVII Empreendimentos
e Participações Ltda., acquired Tecsis, located in the city of Sorocaba, São Paulo
State, at Avenida Hollingsworth, 127-215. The Company has a lease agreement with
Tecsis valid until 2013.
On September 4, 2008, the Company, through subsidiary BRPR XIX
Empreendimentos e Participações, transferred to LECREC 9,110,500 units of interest
representing 50 % ownership interest, corresponding to the land destined to the
construction of Edifício Panamérica II for R$ 9,283.
9. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 7
2. Basis of preparation and presentation of the financial statements
2.1. Quarterly financial information
The quarterly financial information was prepared in accordance with accounting
practices adopted in Brazil, the accounting guidelines in Brazilian Corporation Law
and the accounting rules and procedures established by the Brazilian Securities
and Exchange Commission (CVM).
The preparation of the quarterly information involves the use of accounting
estimates. Such estimates were based on objective and subjective aspects
considering management’s judgment to determine the adequate amount to be
recorded in the financial statements. Significant items subject to these estimates
and assumptions include selection of useful lives and recoverability of property
and equipment, credit risk analysis in determining the allowance for doubtful
accounts, as well as the analysis of other risks to determine other provisions,
including provision for contingencies and measurement of financial instruments
and other assets and liabilities at the date of the financial statements.
Settlement of transactions involving these estimates may result in amounts
significantly different from those recorded in the financial statements due to the
uncertainties inherent in the estimate process.
Income and social contribution taxes were computed based on applicable
legislation at the balance sheet date.
Assets and liabilities are classified as current whenever their realization or
settlement is likely to occur within the following twelve months. Otherwise, these
will be shown as non-current.
10. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 8
2. Basis of preparation and presentation of the financial statements
(Continued)
2.1. Quarterly financial information (Continued)
The consolidated quarterly financial information includes operations of the
Company and the following subsidiaries, in which its ownership interest at
September 30, 2008 is summarized as follows:
Direct
ownership
interest
Consolidation
criterion
BRPR I Empreendimentos e Participações Ltda. 99.99% Full
BRPR II Empreendimentos e Participações Ltda. 99.99% Full
BRPR III Empreendimentos e Participações Ltda. 99.99% Full
BRPR IV Empreendimentos e Participações Ltda. 99.99% Full
BRPR V Empreendimentos e Participações Ltda. 99.99% Full
BRPR VII Empreendimentos e Participações Ltda. 99.99% Full
BRPR VIII Empreendimentos e Participações Ltda. 99.99% Full
BRPR IX Empreendimentos e Participações Ltda. 99.99% Full
BRPR X Empreendimentos e Participações Ltda. 99.99% Full
BRPR XI Empreendimentos e Participações Ltda. 99.99% Full
BRPR XII Empreendimentos e Participações Ltda. 99.99% Full
BRPR XIII Empreendimentos e Participações Ltda. 99.99% Full
BRPR XIV Empreendimentos e Participações Ltda. 99.99% Full
BRPR XV Empreendimentos e Participações Ltda. 99.99% Full
BRPR XVI Empreendimentos e Participações Ltda. 99.99% Full
BRPR XVII Empreendimentos e Participações Ltda. 99.99% Full
BRPR XVIII Empreendimentos e Participações Ltda. 99.99% Full
PP II Empreendimentos Imobiliários Ltda. 50.00% Proportional
BRPR XX Empreendimentos e Participações Ltda. 99.99% Full
BRPR XXI Empreendimentos e Participações Ltda. 99.99% Full
BRPR XXII Empreendimentos e Participações Ltda. 99.90% Full
BRPR XXIII Empreendimentos e Participações Ltda. 99.90% Full
BRPR XXIV Empreendimentos e Participações Ltda. 99.90% Full
BRPR XXV Empreendimentos e Participações Ltda. 99.90% Full
BRPR A Administração de Ativos Imobiliários Ltda. 99.90% Full
BRPR Participações S/A 100.00% Full
The fiscal years of subsidiaries included in consolidation are the same as those of
the Company, and accounting policies were consistently applied by the
consolidated companies.
For consolidation purposes, subsidiary BRPR I consolidates the operations of its
wholly-owned subsidiary BRPR VI and subsidiary BR PR XI consolidates the
operations of its subsidiary SPE Cidade Jardim in proportion to its ownership
interest of 50%.
11. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 9
2. Basis of preparation and presentation of the financial statements
(Continued)
2.1. Quarterly financial information (Continued)
The main consolidation procedures are:
- Elimination of the balance of intercompany assets and liabilities between
consolidated companies;
- Elimination of participation in capital, reserves and retained earnings of
consolidated companies;
- Elimination of the balances of revenues and expenses resulting from
intercompany transactions.
2.2. Changes in the Brazilian corporation law – Law Nº. 11638/07
Law Nº. 11638, approved on December 28, 2007, amends, revokes and
introduces new provisions in Law Nº. 6.404, dated December 15, 1976 and Law
Nº. 6385, dated December 7, 1976. The main objective of these changes is to
update Brazilian Corporation Law to allow convergence of accounting practices
adopted in Brazil with international accounting standards issued by the
International Accounting Standards Board – IASB.
The requirements of this new Law apply to financial statements for fiscal years
beginning on or after January 1, 2008. The referred to requirements are not
regarded as changes in circumstances or estimates and, as such, as a general
rule, must be demonstrated retrospectively. In other words, these new accounting
practices are applied as if they had been effective in all periods presented, with
observance of the standard that addresses “Accounting Practices, Changes in
Accounting Estimates and Correction of Errors”, approved by CVM Resolution Nº.
506.
On May 2, 2008, CVM Ruling Nº. 469 was issued, which regulates Law Nº.
11638/07, establishing the minimum requirements to be observed in the
presentation of the quarterly financial information (ITR) during 2008. Such Ruling,
under certain conditions, permitted the option of fully adopting the provisions of
the mentioned Law. The Company management opted not to adopt this
alternative and, as such, applied Law Nº. 11638/07 to the minimum extent
required by CVM Ruling Nº. 469 for presentation of its quarterly financial
information for 2008.
12. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 10
2. Basis of preparation and presentation of the financial statements
(Continued)
2.2. Changes in the Brazilian corporation law – Law Nº. 11638/07 (Continued)
Among the main changes in accounting standards introduced by the new law, we
list below only those which, based on a preliminary analysis made by
management, may come to impact the financial statements of the Company and
its subsidiaries for the year ending December 31, 2008:
Analysis of the recoverability of the amounts recorded in fixed, intangible and
deferred assets, as established in Pronouncement Nº. 01 issued by the
Accounting Pronouncement Board (CPC), approved by CVM Resolution Nº.
527. Based on analysis of cash flows of assets, the Company management did
not identify amounts indicating their impairment.
Management and employee share-based compensation – As mentioned in
Note 13b, the Company offers a share purchase option plan to management
and major executives, based on achievement of certain goals. Based on CPC
regulation on the matter, and a draft of a specific pronouncement currently in
the phase of public audience, management will determine the effects of this
matter at December 31, 2008.
In business combinations between independent parties involving effective
transfer of controlling interest, assets and liabilities of the company to be
merged or resulting from merger or spin-off shall be recorded at market value.
As disclosed in Note 7 c, there was no amortization of goodwill balance of
R$ 9,487 at September 30, 2008, which will take place as from 2010 based on
net income projections prepared by management. In the quarter ended
September 30, 2008, the Company did not acquire shareholdings.
Eliminated the possibility of voluntary revaluation of assets and, consequently
the revaluation reserve, including periodic revaluations provided for by CVM
Resolution Nº. 183, dated June 19, 1995. In view of this, the existing
revaluation reserve recorded before effect of Law Nº. 11638, dated 2007,
including of the revaluation reserves of subsidiaries and affiliates, may be
maintained until their effective realization or reversed until the end of the year in
which Law Nº. 11638 became effective, i.e. 2008. Company management
chose to maintain the existing balances of the revaluation reserves until their
effective realization.
13. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 11
2. Basis of preparation and presentation of the financial statements
(Continued)
2.2. Changes in the Brazilian corporation law – Law Nº. 11638/07 (Continued)
Financial instruments, including derivatives must be stated: (i) at market or
equivalent value, when these are for trading or available for sale; and (ii) at cost
of acquisition or issue value, restated according to legal or contractual
provisions, adjusted to probable realization value, when this is lower. Company
management believes that its accounting practices related to financial
investments are aligned with CVM requirements, i.e. no significant effect is
expected to result from adoption of the referred to rule. In relation to
derivatives, management decided to disclose them in the notes to financial
statements according to CVM Ruling No. 550 issued on October 17, 2008, as
described in Note 16.
Noncurrent assets and liabilities must be adjusted to present value. The
remaining balances shall be adjusted to present value only when the effect on
the quarterly financial information is significant. The Company records no
current or noncurrent assets and liabilities that should be adjusted to present
value.
Possibility of separately recording transactions to meet tax legislation, and
subsequently the necessary adjustments to comply with accounting practices.
The Company is evaluating the impacts of this change on its internal control
structure in order to better define the practice to be adopted.
Rights related to assets intended for maintenance of Company activities,
including those resulting from operations that transfer benefits, risks and control
over the assets to the Company, such as commercial leasing, must be
recorded in permanent assets. The Company believes that the referred to
change will not generate any significant impact on its financial statements.
Investments in affiliates in whose management significant influence is exerted
or ownership interest of 20% or more in voting capital (and no longer in total
capital) is held, in subsidiaries and in other companies belonging to the same
group or that are under common control must be stated by the equity method.
The concept of significance was eliminated. Company management believes
that the referred to change will not generate any significant impact on the
quarterly financial information.
14. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 12
2. Basis of preparation and presentation of the financial statements
(Continued)
2.2. Changes in the Brazilian corporation law – Law Nº. 11638/07 (Continued)
The Company is disclosing the Statements of Cash Flows and of Value Added
as supplementary information, as such, the change in law in this respect does
not generate any effect.
3. Summary of significant accounting practices
a) Determination of profit and loss
Revenues and expenses are recorded on the accrual basis. Revenue is not
recognized if significant uncertainty exists about its collectability.
b) Cash and cash equivalents
Include bank account balances and short-term investments redeemable within 90
days from the balance sheet date, at acquisition cost plus income earned to the
balance sheet date.
c) Investments
Investments in subsidiaries are stated by the equity method.
d) Property and equipment
These are recorded at acquisition cost, plus revaluation of buildings and land,
recognized in December 2007 by subsidiaries, based on the valuation report
prepared by independent appraisers. Depreciation is calculated by the straight-line
method at rates mentioned in Note 8. The revaluation was recognized against the
corresponding reserve in shareholders’ equity, net of tax effects. The revaluation
reserve will be transferred to retained earnings upon depreciation and write-off of
such revalued assets.
15. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 13
3. Summary of significant accounting practices (Continued)
e) Goodwill
Goodwill on investment acquisition is based on future economic benefits arising
there-from and will be amortized according to the yield curves of each business
venture, based on management projections, over no more than 10 years. The
Company periodically reviews its future profitability projections and performs
goodwill impairment tests.
f) Liabilities
Liabilities are recognized in the balance sheet when the Company has a legal or
constructive obligation arising from past events, the settlement of which is expected
to result in a cash outflow. Due to uncertainty with respect to the timing and amount
of the cash outflow required for settlement, certain liabilities are estimated as
incurred and recorded as a provision. Provisions are recorded reflecting the best
estimates of the risk involved.
g) Loans and financing
Loans and financing are subject to monetary variations and include respective
charges to the balance sheet date.
h) Payables for acquisition of real estate
These are liabilities contractually established for acquisition of commercial
properties and land, plus underlying interest and monetary restatement, when
applicable.
16. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 14
3. Summary of significant accounting practices (Continued)
i) Taxation
Revenues from lease of real estate properties are subject to the following taxes
and mandatory contributions at the following basic tax rates:
Taxes and contributions Abbreviation Rates
Social Contribution Tax on Gross Revenue
for Social Integration Program PIS 1.65%
Social Contribution Tax on Gross Revenue
for Social Security Financing COFINS 7.6%
These charges are shown as deductions from revenues from lease of real estate in
the statement of operations. Credits from non-cumulative PIS/Cofins are presented
in the statement of operations net of the cost of leased properties and services
rendered.
Income and social contribution taxes are levied on income.
Income tax is determined on taxable profit at 15%, plus a 10% surtax on profits in
excess of R$ 240 in the period of 12 months, while social contribution tax is
calculated on taxable profit at 9% and recognized on the accrual basis.
As provided for in current tax legislation, certain subsidiaries opted for taxable profit
computed as a percentage of gross revenues.
4. Cash and cash equivalents
Company Consolidated
9/30/2008 6/30/2008 9/30/2008 6/30/2008
Cash and cash equivalents 22 480 554 1,304
Short-term investments and CDB’s 147,870 157,495 169,558 167,223
147,892 157,975 170,112 168,527
These mainly refer to highly-liquid investments (debentures and bank deposit
certificates) with major banks, which are remunerated at rates between 100.65% and
103.6% of Interbank Deposit Certificate (CDI).
17. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 15
5. Trade accounts receivable
Consolidated
9/30/2008 6/30/2008
Rents receivable 9,915 8,649
Expenses to be reimbursed 483 912
Allowance for doubtful accounts (50) (50)
10,348 9,511
Under the agreements entered into with clients, rents are usually received until the 10th
business day of the following month.
6. Recoverable taxes
Company Consolidated
9/30/2008 6/30/2008 9/30/2008 6/30/2008
Prepaid income and social
contribution taxes 806 583 1,068 689
PIS recoverable - - 4 4
COFINS recoverable 1 1 20 17
Withholding income tax – IRRF 1,425 1,393 1,762 1,709
2,232 1,977 2,854 2,419
7. Investments
Company Consolidated
9/30/2008 6/30/2008 9/30/2008 6/30/2008
Investments in subsidiaries 531,078 520,374 - -
Goodwill 8,080 8,080 9,487 9,487
539,158 528,454 9,487 9,487
a) Information on subsidiaries at September 30, 2008
Investments in subsidiaries stated by the equity method were determined in
accordance with the balance sheets at September 30, 2008.
18. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 16
7. Investments (Continued)
a) Information on subsidiaries at September 30, 2008 (Continued)
Subsidiaries
BRPR I Empreend. e Part. Ltda. 98.741.500 98.741 36.072 129.211 (1.398) 129.211 (1.398)
BRPR II Empreend.e Part. Ltda. 33.016.000 31.170 27.703 58.251 (1.623) 58.249 (1.623)
BRPR III Empreend. e Part. Ltda. 23.785.000 23.785 14.257 39.017 728 39.017 728
BRPR IV Empreend. e Part. Ltda. 66.896.620 66.897 4.300 71.119 897 71.119 897
BRPR V Empreend. e Part. Ltda. 56.869.000 56.869 1.109 58.716 819 58.716 819
BRPR VII Empreend. e Part. Ltda. 22.294.400 22.294 5.923 28.196 242 28.196 242
BRPR VIII Empreend. e Part. Ltda. 15.001.000 15.001 - 13.760 (1.239) 13.760 (1.239)
BRPR IX Empreend. e Part. Ltda. 14.208.771 14.209 12.229 27.079 419 27.079 419
BRPR X Empreend. e Part. Ltda. 20.001.000 20.001 - 19.999 (2) 19.999 (2)
BRPR XI Empreend. e Part. Ltda. 23.451.000 23.451 - 27.469 - 27.469 -
BRPR XII Empreend. e Part. Ltda. 101.000 101 - 96 (4) 96 (4)
BRPR XIII Empreend. e Part. Ltda. 5.701.000 5.701 - 5.603 (97) 5.603 (97)
BRPR XIV Empreend. e Part. Ltda. 21.851.000 21.851 - 20.031 (2.099) 20.031 (2.099)
BRPR XV Empreend. e Part. Ltda. 8.671.000 8.671 - 8.491 (180) 8.482 (180)
BRPR XVI Empreend. e Part. Ltda. 1.000 1 - (56) (57) (56) (57)
BRPR XVII Empreend e Part. Ltda. 1.000 1 - 5.507 6 5.501 6
BRPR XVIII Empreend e Part. Ltda. 1.000 1 - (3) (4) (3) (4)
PP II Empreend Imobiliários Ltda. 18.221.000 18.221 - 18.218 (4) 9.109 (4)
BRPR XX Empreend e Part. Ltda. 1.000 1 - 10 (11) 10 (11)
BRPR XXI Empreend e Part. Ltda. 1.000 1 - 9.425 124 9.425 124
BRPR XXII Empreend e Part. Ltda. 1.000 1 - - (1) - (1)
BRPR XXIII Empreend e Part. Ltda. 1.000 1 - - (1) - (1)
BRPR XXIV Empreend e Part. Ltda. 1.000 1 - - (1) - (1)
BRPR XXV Empreend e Part. Ltda. 1.000 1 - - (1) - (1)
BRPR Participações Ltda. 1.000 1 - (25) (25) - (25)
BRPR A Adm. de Ativos Imob. Ltda 1.000 1 - 75 79 75 79
531.078 (3.431)
Company
Shares /
units of
interest Capital
Revaluation
reserve
Shareholders
'equity
Income (loss)
for the period
Investment book
value Equity pickup
Company’s interest in subsidiaries is described in Note 2.
19. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 17
7. Investments (Continued)
b) Information on the main asset, liability and profit & loss items of subsidiaries at
September 30, 2008
BRPR I Empreend. e Part. Ltda. 3.984 1.407 315.124 320.515 23.649 167.655 129.211 320.515
BRPR II Empreend.e Part. Ltda. 1.266 - 152.122 153.388 9.479 85.658 58.251 153.388
BRPR III Empreend. e Part. Ltda. 3.074 - 93.972 97.046 6.650 51.380 39.017 97.047
BRPR IV Empreend. e Part. Ltda. 5.146 - 135.942 141.088 8.311 61.658 71.119 141.088
BRPR V Empreend. e Part. Ltda. 4.949 - 157.344 162.293 11.449 92.128 58.716 162.293
BRPR VII Empreend. e Part. Ltda. 1.149 - 56.934 58.083 3.529 26.358 28.196 58.083
BRPR VIII Empreend. e Part. Ltda. 1.303 - 40.193 41.496 2.671 25.065 13.760 41.496
BRPR IX Empreend. e Part. Ltda. 1.790 - 33.288 35.078 1.700 6.299 27.079 35.078
BRPR X Empreend. e Part. Ltda. 20.014 - - 20.014 15 - 19.999 20.014
BRPR XI Empreend. e Part. Ltda. 892 - 26.938 27.830 361 - 27.469 27.830
BRPR XII Empreend. e Part. Ltda. 106 - 66 172 76 - 96 172
BRPR XIII Empreend. e Part. Ltda. 407 - 14.288 14.695 747 8.345 5.603 14.695
BRPR XIV Empreend. e Part. Ltda. 2.108 - 49.763 51.871 4.120 27.720 20.031 51.871
BRPR XV Empreend. e Part. Ltda. 478 - 21.538 22.016 1.419 12.106 8.491 22.016
BRPR XVI Empreend. e Part. Ltda. 15 - - 15 71 - (56) 15
BRPR XVII Empreend e Part. Ltda. 393 - 14.827 15.220 959 8.754 5.507 15.220BRPR XVIII Empreend e Part.
Ltda. 1 - - 1 4 - (3) 1
PP II Empreend Imobiliários Ltda. 120 - 18.105 18.225 7 - 18.218 18.225
BRPR XX Empreend e Part. Ltda. 63 - - 63 54 - 10 63
BRPR XXI Empreend e Part. Ltda. 9.481 - - 9.481 56 - 9.425 9.481
BRPR XXII Empreend e Part. Ltda. 1 - - 1 1 - - 1
BRPR XXIII Empreend e Part. Ltda. 1 - - 1 1 - - 1
BRPR XXIV Empreend e Part. Ltda. 1 - - 1 1 - - 1
BRPR XXV Empreend e Part. Ltda. 1 - - 1 1 - - 1
BRPR Participações Ltda. - - - - 25 (25) -
BRPR A Adm. de Ativos Imob. Ltda 180 - 45 225 151 - 75 225
56.923 1.407 1.130.489 1.188.819 75.507 573.124 540.187 1.188.819
Current Non Current Permanent Equity Total
ASSETS LIABILITIES
Total Current Non Current
20. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 18
7. Investments (Continued)
b) Information on the main asset, liability and profit & loss items of subsidiaries at
September 30, 2008 (Continued)
BRPR I Empreend. e Part. Ltda. 20.025 (4.872) (15.822) (729) (1.398)
BRPR II Empreend.e Part. Ltda. 7.549 (2.376) (6.796) - (1.623)
BRPR III Empreend. e Part. Ltda. 6.627 (1.827) (4.069) (3) 728
BRPR IV Empreend. e Part. Ltda. 8.840 (2.379) (5.564) - 897
BRPR V Empreend. e Part. Ltda. 12.496 (3.091) (8.586) - 819
BRPR VII Empreend. e Part. Ltda. 4.187 (1.302) (2.643) - 242
BRPR VIII Empreend. e Part. Ltda. 3.227 (689) (3.777) - (1.239)
BRPR IX Empreend. e Part. Ltda. 2.163 (1.023) (549) (172) 419
BRPR X Empreend. e Part. Ltda. - - (2) - (2)
BRPR XI Empreend. e Part. Ltda. - - - - -
BRPR XII Empreend. e Part. Ltda. - - (4) - (4)
BRPR XIII Empreend. e Part. Ltda. 960 (205) (852) - (97)
BRPR XIV Empreend. e Part. Ltda. 1.712 (792) (3.020) - (2.099)
BRPR XV Empreend. e Part. Ltda. 925 (212) (893) - (180)
BRPR XVI Empreend. e Part. Ltda. - - (57) - (57)
BRPR XVII Empreend e Part. Ltda. 264 (70) (188) - 6
BRPR XVIII Empreend e Part. Ltda. - - (4) - (4)
PP II Empreend Imobiliários Ltda. - - (4) - (4)
BRPR XX Empreend e Part. Ltda. - - (11) - (11)
BRPR XXI Empreend e Part. Ltda. - - 179 (55) 124
BRPR XXII Empreend e Part. Ltda. - - (1) - (1)
BRPR XXIII Empreend e Part. Ltda. - - (1) - (1)
BRPR XXIV Empreend e Part. Ltda. - - (1) - (1)
BRPR XXV Empreend e Part. Ltda. - - (1) - (1)
BRPR Participações Ltda. 635 (94) (436) (23) (25)
BRPR A Adm. de Ativos Imob. Ltda - - (25) - 79
69.610 (18.932) (53.127) (982) (3.431)
Statement of Operations
Gross
revenues
from lease
and services
Taxes,
rebates and
costs of
leased
properties
Operating
expenses
Income and
social
contribution
taxes
Income (loss)
for the period
21. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 19
7. Investments (Continued)
c) Goodwill
Goodwill on
acquisition –
Company
Goodwill on acquisition of DVR V Empreendimentos Imobiliários
Ltda. (i) 1,407
Goodwill on acquisition of Icomap Indústria e Comércio Ltda. (ii) 8,080
9,487
(i) This company is the owner of two industrial warehouses located in the city of Jandira, state of
São Paulo. After its acquisition by BR Properties, its corporate name was changed to BRPR VI
Empreendimentos e Participações Ltda.
(ii) This company is the owner of Edifício Icomap located in Rio de Janeiro. After its acquisition by
BR Properties, its corporate name was changed to BRPR IX Empreendimentos e Participações
Ltda.
Goodwill amortization will be recorded according to the net income projections
prepared by management, as shown below:
Year ICOMAP DVR
2010 4% 1%
2011 4% 3%
2012 6% 4%
2013 8% 7%
2014 to 2018 78% 85%
Total 100% 100%
Based on the projected discounted cash flows arising from the assets maintained
by these subsidiaries, Company management did not identify any indication of
impairment of the goodwill recorded at September 30, 2008.
22. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 20
8. Property and equipment
Company
9/30/2008 6/30/2008
Annual
depreciation
rate Cost
Accumulate
depreciation Net Net
Software 20% 94 (23) 71 73
Facilities 10% 178 (21) 157 160
Furniture and fixtures 10% 145 (20) 125 126
Data processing equipment 20% 227 (60) 167 173
644 (124) 520 532
Consolidated
6/30/2008
Net
Land - 275,605 - 275,605 273,221
Land revaluation - 44,680 - 44,680 44,680
Buildings * 698,413 (15,816) 682,597 679,237
Building revaluation * 111,165 (1,918) 109,247 109,891
Certificates of Additional
Construction Potential - CEPAC (a) 9,238 - 9,238 8,494
Software 20% 108 (24) 84 84
Facilities 10% 178 (21) 157 159
Furniture and fixtures 10% 156 (20) 136 132
Data processing equipment 20% 239 (58) 181 184
Telecommunications equipment 20% 22 (6) 16 16
1,139.804 (17,863) 1,121,941 1,116,098
Net
6/30/2008
Annual
depreciation rate Cost
Accumulated
depreciation
* Depreciation is calculated considering the period in which properties are expected to
be used by the Company, for periods ranging from 33 to 50 years, over the
remaining useful life of the assets set out in the valuation reports issued by
independent appraisers.
23. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 21
8. Property and equipment (Continued)
a) The Company acquired Certificates of Additional Construction Potential – CEPAC
in the amount of R$9,238 issued by the São Paulo Municipal Government to be
used, as applicable, to pay construction area in excess of the standards
established by municipal legislation on land use and occupation. In using the
certificates, the corresponding amount is a component of the construction cost of
commercial properties for future lease.
In the quarter ended September 30, 2008, the Company did not enter into any
obligation related to commercial leasing.
On December 31, 2007, the Company subsidiaries, based on the valuation report
issued by independent appraisers, recorded the revaluation of buildings and land in
the amount of R$155,847 against the revaluation reserve in shareholders’ equity.
Deferred income tax liabilities, amounting to R$52,988 at December 31, 2007,
were recorded in Long-term payables, thereby reducing the balance of that reserve
in shareholders’ equity, and their realization is upon disposal, sale and depreciation
of the revalued assets. In the quarter ended September 30, 2008, there was
realization of R$ 1,918 thousand through depreciation.
24. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 22
9. Loans and financing
Consolidated
Purpose Financial charges
Final
maturity 9/30/2008 6/31/2008
Acquisition of Edifício KPMG Tower IGP M+8.84% p.a. 4/17/2017 12,485 12,410
Acquisition of Condomínio Panamérica Park and Edifício Plaza
Centenário TR+9.90% p.a. 5/25/2017 49,900 50,009
Acquisition of Condomínio do Edifício Glória (RJ), a building
located at 1280 Avenida Piraporinha, Alphaville Centro
Empresarial, a building located in Jundiaí, and an industrial
warehouse in Itapeví TR+9.90% p.a. 8/17/2017 142,330 143,132
Acquisition of 2 properties in Jandira CDI+1.27% p.a. 8/17/2017 37,353 37,400
Acquisition of Edifício Henrique Schaumann TR+10.15% p.a. 10/17/2017 30,527 30,484
Acquisition of Edifício Generalli(SP) and Edifício da Bovespa
RJ TR+9.90% p.a. 8/17/2017 25,406 25,626
Acquisition of offices in Edifício Paulista Park, Edifício Berrini,
Condomínio Edifício Isabella Plaza, 3rd floor of Edifício
Olympic
Tower, Edifício Joaquim Floriano, Condomínio Edifício Midas,
Edifício Number One, suite no. 31 of Edifício Network
Empresarial, Celebration e Athenas. TR+10.15% p.a. 8/17/2017 66,873 66,835
Acquisition of buildings MV9, Sylvio Fraga, Raja Hills and
Coveright industrial warehouse TR+9.90% p.a. 12/20/2017 102,488 102,140
Acquisition of buildings Avaya and Presidente Vargas TR+10.15% p.a. 9/18/2017 26,190 26,427
Acquisition of buildings Birmann 23 and Santo Antônio IGPM+6% p.a 1/17/2018 27,698 27,332
Acquisition of building Ericsson São José dos Campos TR+10.15% p.a. 1/17/2018 30,829 30,336
Acquisition of building Souza Aranha
TR+10.15% p.a. 1/17/2021 9,081 9,109
Acquisition of Trisoft industrial warehouse TR+10.15% p.a. 09/04/2018 13,503 13,566
Acquisition of Tecsis industrial warehouse TR+10.15% p.a. 04/09/2021 9,484 -
584,145 574,804
Portion maturing over the next 12 months (63,355) (61,770)
Noncurrent liabilities 520,791 513,034
Properties acquired were used as a security (mortgage) for the repayment of the loans.
Also, guarantees were offered as chattel mortgage of units of interest in borrowing
subsidiaries and assignment in trust of credit rights under lease agreements signed
with the lessees.
Long-term loans and financing mature as follows:
2009 12,381
2010 49,915
2011 49,638
2012 56,207
2013 to 2021 352,650
520,791
25. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 23
10.Payables for acquisition of real estate
These comprise payables for acquisition of commercial properties, as follows:
Consolidated
9/30/2008 6/30/2008
Jundiaí industrial building 2,400 3,000
Edifício Glória 785 1,500
Jandira warehouse 1,740 1,740
Interbox 1,000 1,000
Icomap building - 340
5,925 7,580
11.Income and social contribution taxes
The Company recorded taxable profit for nine-month period ended September 30,
2008 and did not record deferred income tax assets arising from tax losses related to
income and social contribution taxes, which will be recognized only when there are
consistent prospects of their realization.
Income and social contribution tax expenses posted to the statement of operations for
the period are as under:
Company
9/30/2008
Income before income and social contribution taxes 3,150
Statutory rate 34%
Income and social contribution tax expense at statutory rate (1,071)
Loss from equity pickup (1,166)
Offset of tax losses 703
Income and social contribution tax expense posted to the statement of
operations for the quarter (1,534)
The expense with income and social contribution taxes of R$2,517 recorded in the
statement of operations – consolidated refers to R$1,534 Company and R$ 982, paid
by certain subsidiaries computing taxable profit as a percentage of gross revenues. At
September 30, 2008, the balance of income and social contribution tax losses was R$
4,835.
26. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 24
11.Income and social contribution taxes (Continued)
Deferred income and social contribution tax liabilities, in the amount of R$ 52,335
thousand at September 30, 2008 were recorded on the revaluation reserve of property
and equipment items (land and buildings).
12.Contingencies
At September 30, 2008, the Company and its subsidiaries and affiliates were parties to
civil proceedings arising from the normal course of business, which, individually, do not
involve significant amounts. Based on the opinion of the Company’s legal advisors and
management assessment, no provision for contingencies was recorded, since there
were no proceedings for which the likelihood of loss was classified as probable.
13.Shareholders’ equity
a) Capital
On December 22, 2006, a capital increase was approved in the amount of
R$ 53,983, which was paid-up on January 8, 2007.
On April 16, 2007, a capital increase was approved and paid-up in the amount of
R$ 1,080, with the issue of 500,000 common shares.
On May 10, 2007, a capital increase was approved in the amount of R$ 51,566 by
means of private subscription of shares. Relevant contribution took place on
May 31, 2007.
On June 19, 2007, the Board of Directors approved a capital increase in the
amount of R$97,140. Relevant contribution took place in July 2007.
On July 27, 2007 the Board of Directors approved a capital increase for the
Company amounting to R$ 97,175, which was paid up in August 2007.
On December 18, 2007, the Board of Directors approved a capital increase in the
amount of R$26,079, by means of private subscription of 13,956,935 common
shares due to the exercise of the subscription warrants granted to shareholder GP
Investments, Ltd. at the Special Shareholders’ Meeting of December 22, 2006.
27. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 25
13.Shareholders’ equity (Continued)
On December 19, 2007, a capital increase was approved in the amount of R$270,033,
by means of private subscription, with issue of 87,278,150 common shares, all
registered, with no par value, at the price of R$3.09 per share.
On August 29, 2008, due to exercise of share purchase options by some Executive
Board members under the First Share Option Program of 2007, the Company’s Board
of Directors approved capital increase by R$389, through private share subscription,
with issue of 230,252 registered common shares, for R$1.69 each.
On September 30, 2008 paid up capital of R$ 597,422 comprises 241,034,701
common shares, all registered, with no par value. Of the total paid up capital, R$
591,132 is comprised of shares owned by shareholders domiciled abroad.
On September 30, 2008, the limit of authorized capital is 300,000,000 common shares.
b) Stock option plan
The Annual and Special Shareholders’ Meeting held on April 16, 2007 approved
the Stock Option Plan, according to which the Board of Directors can grant stock
options to Company management and employees. The options shall be no greater
than 10% of total capital shares of the Company existing on the date of grant, and
the strike price shall be the amount in local currency equivalent to US$ 1.00
(one U.S. dollar).
On July 17, 2007 and August 31, 2007, respectively, the first and the second Stock
Option Plans were approved for 2007, including the number of options granted
(totaling 13,956,935), the price and other conditions to exercise the options, to
which the Company management members were entitled. The option granted to
management members may be exercised as from July 17, 2008 regarding the First
Program, and as from August 31, 2008 regarding the Second Program, in five
equal annual lots, each of which equivalent to 20% of the total option granted.
28. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 26
13.Shareholders’ equity (Continued)
b) Stock option plan (Continued)
The Annual and Special Shareholders’ Meeting held on April 30, 2008 approved
the second Stock Option Plan, according to which the Board of Directors may
periodically grant stock options to certain Company management and employees.
The options shall be no greater than 10% of total capital shares of the Company
existing on the date of grant, and the sum of the entire shares issued by the
Company will be considered for purposes of such limit, including those shares that
may come to be issued by the Company as a result of options granted within the
scope of this and the previously approved Plans, as if such options had been
exercised.
The Board of Directors Meeting held on May 30, 2008 approved the first Stock
Option Plan for 2008, granting 3,559,871 stock options. The strike price is set at
R$3.09 per share, plus 4% interest and restatement based on the IGPM/FGV
index.
The Board of Directors Meeting held on August 29, 2008 approved the second
Stock Option Plan approved by the General and Special Shareholders’ Meeting of
April 30, 2008, corresponding to 647,248 shares as well as granting stock options
to certain Company employees.
The 2008 and 2007 stock option plans are represented as follows:
Maximum number of
shares
Stock options to be exercised:
1st Stock Option Program – 2007 (exercised as from July 17, 2008) 9,438,617
2nd Stock Option Program – 2007 (exercised as from August 31, 2008) 4,518,318
13,956,935
1st Stock Option Program – 2008 (exercised as from May 5, 2009)
2nd Stock Option Program – 2008 (exercised as from August 29, 2009)
3,559,871
647,278
Options exercised in the period (230,252)
Stock options to be exercised at September 30, 2008 17,933,832
29. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 27
13.Shareholders’ equity (Continued)
c) Revaluation reserve
At December 31, 2007, a “Reserve revaluation in subsidiaries” was set up on the
amounts recorded by subsidiaries, net of tax effects. This reserve will be
transferred to retained earnings/ (accumulated losses) upon realization of the
assets revalued by the subsidiaries through their depreciation, write-offs or
disposals.
14.Financial income (Expenses), net
Company Consolidated
Financial income
Short-term investments 15.800 16.580
Other 4 251
15.804 16.831
Financial expenses
Interest and charges on loans - 50.802
Other 666 709
666 51.511
9/30/2008
15.Related parties
Sep-08 Jun-08
BRPR X Empreendimentos e Participações Ltda. (i) 15 15
BRPR XI Empreendimentos e Participações Ltda. (i) 360 360
BRPR XII Empreendimentos e Participações Ltda. (i) 46 27
BRPR XVI Empreendimentos e Participações Ltda. (i) 71 61
BRPR A Administradora de Ativos Imobiliários Ltda. (i) 80 39
Sundry 74 16
646 517
Company
Assets
(i) Corresponding to intercompany current accounts, this balance refers substantially to payments of
expenses to be reimbursed in the short term.
30. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 28
16.Financial instruments and risk management
The Company and its subsidiaries engage in transactions involving financial
instruments with a view to financing its own activities or investing available funds.
Management of such instruments and related risks is performed through defining
conservative strategies aiming at liquidity, profitability and reliance.
The Company mitigates its exposure to credit risk by making short-term investments
with leading financial institutions.
Credit risk is minimized since lease agreements are entered into with major customers.
As of September 30, 2008 there was no significant concentration of credit risk with
clients.
The Company and its subsidiaries have no significant debts, liabilities or costs
denominated in foreign currency.
The Company operated with derivatives in 2008 in order to obtain hedge against any
possible negative mismatching between Referential Rate – TR variation, which indexes
most of bank financing agreements, and the General Price Index – Market - IGP-M,
which indexes most lease agreements. The hedging swap transaction was contracted
in February 2008 with term of 30 months and nominal value of R$ 54,674 thousand,
which resulted in temporary loss of R$620 thousand recognized in the statement of
operations for the period ended September 30, 2008.
The main financial risks are as follows:
Interest rate risk
The Company’s revenues and expenses are affected by changes in interest rates
because of the impact of such changes on interest expenses in connection with debt
instruments with variable rates and interest income on cash and short-term investment
balances.
Liquidity risk
Liquidity risk management is performed based on the Company’s cash flow, by
maintaining a robust capital structure. Additionally, any mismatching between assets
and liabilities is consistently monitored.
31. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 29
16.Financial instruments and risk management (Continued)
CVM Resolution No. 550
On October 17, 2008, the Brazilian Securities and Exchange Commission (CVM)
issued CVM Resolution No. 550, which provides for presentation of information on
derivatives in the notes to the quarterly information (ITR). Required information
applicable to the Company is as follows:
Not reviewed
Description
Notional Value Fair Value
Current
Quarter
Prior
Quarter
Current
Quarter
Prior
Quarter
Swap contracts
Asset position
Indices (TR + 10%) 54,674 61,732 57,976 63,557
Liability position
Indices (IGP-M + 7.06%) (54,674) (61,732) (60,776) (69,792)
- - (2,800) (6,235)
The table below presents Company management sensitivity analysis and the cash
effect of outstanding operations on September 30, 2008:
Not reviewed
Interest rate increase/decrease Probable Possible Remote
IGPM increase / TR decrease (4,379) (5,086) (5,798)
At September 30, 2008, outstanding contracts have several maturities until July 2010.
The probable scenario takes into consideration IGP-M and TR variation of 10.5% and
1.5%, respectively in 2008, 4.5% and 2.0% in 2009 and 4.9% and 1.4% in 2010. The
possible scenario considers 25% deterioration in indices variation. As such, IGP-M and
TR variation of 11.8% and 1.7%, respectively was assumed for 2008, 5.1% and 2.3%
for 2009 and 5.5% and 1.6% for 2010. The remote scenario considers 50%
deterioration in index variation. As such, IGP-M and TR variation of 13.1% and 1.9%
respectively was assumed fro 2008, 5.7% and 2.5% for 2009 and 6.1% and 1.8% for
2010.
17.Insurance coverage (Not reviewed)
At September 30, 2008, insurance retained by lessees is considered to be sufficient by
Company management to cover any losses.
32. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 30
18.Statements of cash flows
09/30/08 9/30/07 9/30/08 9/30/07
OPERATING ACTIVITIES
Income (loss) for the period 1.615 (9.373) 1.615 (9.373)
Adjustments to reconcile net income for the six-month - -
period with cash generated from operating activities: - -
Depreciation (70) 34 11.678 5.554
Equity pickup (3.431) 8.119 - -
Changes in assets and liabilities: - -
Trade accounts receivable - - (4.639) (4.830)
Related parties 3.864 - - (83)
Other assets (68) (1.846) (1.764) (5.359)
Salaries and social charges 2.088 244 (1.979) 2.442
Paybales for acquisition of properties - 305 (13.072) 311
Accounts payable and others 1.430 88 (596) 1.791
5.428 (2.429) (8.757) (9.546)
INVESTING ACTIVITIES
Advances for future capital increase - (247.860) (18.226) (14.233)
Other investments, net (130.446) (533) - (587.505)
Fixed asset investments (80) 1.289 (169.970) 7.466
(130.526) (247.103) (188.196) (594.271)
FINANCING ACTIVITIES -
Loans and financing taken out - - 87.394
Payment of loans and financing - (2.312) 303.393
Revaluation reserve 620 620 64.719
Capital increase 389 300.858 389 300.858
1.009 300.858 86.091 668.969
Changes in cash, net (124.089) 51.326 (110.862) 65.152
Cash and cash equivalents at beginning of period 271.981 - 280.974 -
Cash and cash equivalents at end of period 147.892 51.326 170.112 65.152
Cash originating from (applied in) investing activities
Cash originating from (applied in) financing activities
Company Consolidated
Nine-month periods ended
33. BR PROPERTIES S.A.
Notes to the quarterly financial information (Continued)
September 30, 2008 and June 30, 2008
(In thousands of reais)
Ernst & Young | 31
19.Statements of value added
9/30/2008 9/30/2007 9/30/2008 9/30/2007
Revenues - 35 68.141 8.951
Non-operating revenues 282 496 14
Cost of services provided - - (11.507) (4.199)
Inputs acquired from third parties (3.110) (2.437) (6.311) (2.501)
Loss/recovery of asset amounts - - - -
Gross value added (2.828) (2.402) 50.819 2.265
Retentions (depreciation, amortization and depletion) (167) (34) (171) (84)
Generated value added, net (2.995) (2.436) 50.648 2.181
Received value added up on transfer 12.373 (3.439) 16.831 4.744
Equity pickup (3.431) (8.119) - -
Financial income 15.804 4.680 16.831 4.744
Value added for distribution 9.378 (5.875) 67.479 6.925
-
Distribution of value added:
Government (2.047) (310) (8.985) (529)
Employees (5.050) (2.439) (5.368) (2.439)
Remuneration of third party capital/financing (interest and rents) (666) (749) (51.511) (13.330)
Interest on shareholders' equity and dividends - - - -
Retained earnings (accumulated losses) 1.615 (9.373) 1.615 (9.373)
Total distributed and retained 9.378 (5.875) 67.479 6.925
- - - -
Company Consolidated
Nine-month periods ended