Quarterly information
September 30, 2010
Quarterly information
September 30, 2010
Contents
Performance report
3 - 28
29 - 30
Balance sheets
31
Statements of income
32
33
34
35
36
37 - 124
Sales at the Company's shopping malls grew by 28.4% in 3Q10, while same-area sales (SAS) and
same-store sales (SSS) increased 15.1% and 14.9%, respectively.
Net income grew by 56.8% in the 3Q10 to R$20.2 million, compared with R$12.9 million in
3Q09.
Net Operating Income (NOI) increased in 38.2% from 3Q09 reaching R$41.6 million. NOI
margin expanded 6.5 p.p. to 91.7%.
Adjusted EBITDA grew 38.0% in 3Q10 to R$34.3 million, for adjusted EBITDA margin of
68.6%, up 4.9 p.p. on 3Q09.
Adjusted Funds from Operations (AFFO) grew 74.3% to R$48.1 million in 3Q10, from R$27.6
million in 3Q09. AFFO margin in 3Q10 was 96.0%.
The malls occupancy rate stood at 97.9%, considering all our New Generation assets and
excluding Shopping Santa rsula, which is being renovated.
In 3Q10, the Companys investments in Greenfield projects, the acquisition of an additional stake
in Super Shopping Osasco and the investments in mall expansion projects totaled R$76.9million.
On July 27, 2010, Aliansce acquired an additional fraction of 2.06% in Super Shopping Osasco.
With this acquisition, the Company now holds 33.58% of the mall.
On August 19, 2010, the Company launched Parque Shopping Belm. Due to the success of this
launch, the mall's project was revised, with its gross leasable area (GLA) expanded to 28,100 sqm.
For more details, see the Growth Drivers section.
On October 26, 2010, the Company inaugurated Boulevard Shopping Belo Horizonte in Belo
Horizonte,MinasGerais.With43,064sqmofGLAand90%leased,themalladds30,145sqmin
ownedGLAtotheCompanysportfolioandstrengthensitsoperationintheSoutheastregion.
OnNovember4,2010,AliansceconvenedanExtraordinaryShareholdersMeetingtobeheldon
November 19, 2010, to resolve on the approval of the acquisition of an interest in Boulevard
Shopping Campos. The mall is currently under construction and its expected opening is
scheduledforApril2011.
3Q10
3Q09
3Q10/3Q09
%
9M10
9M09
9M10/9M09
%
FinancialPerformanceManagerialInformation
Grossrevenue
54,016
Netrevenue
50,079
NOI
41,592
Margin%
91.7%
34,344
AdjustedEBITDA
Margin%
68.6%
NetIncome
20,171
Margin%
40.3%
AdjustedFFO
48,071
Margin%
96.0%
42,169
39,067
30,106
85.2%
24,881
63.7%
12,868
32.9%
27,584
70.6%
28.1%
28.2%
38.2%
6.5p.p.
38.0%
4.9p.p.
56.8%
7.3p.p.
74.3%
25.4p.p.
157,028
145,708
118,952
90.0%
96,476
66.2%
53,202
36.5%
122,413
84.0%
120,792
112,474
89,106
88.2%
73,883
65.7%
27,957
24.9%
83,589
74.3%
30.0%
29.5%
33.5%
1.8p.p.
30.6%
0.5p.p.
90.3%
11.7p.p.
46.4%
9.7p.p.
OperationalPerformanceManagerialInformation
Sales
958,351
Sales/sqm(montlhyaverage)
867.9
Totalrent/sqm(monthlyaverage)
56.1
SAS/sqm(salesonsamearea)
884.8
SAR/sqm(rentsonsamearea)
50.8
SSS/sqm(samestoresales)
878.9
SSR/sqm(samestorerent)
49.9
Occupancycosts(%ofsales)
9.6%
LatePayments
0.7%
Occupancy
97.9%
TotalGLA(sq.m.)
423,281
OwnedGLA(sq.m.)
225,835
GLAreportedsales(averagesqm)
368,061
746,371
759.2
48.3
768.4
46.7
764.8
45.9
10.1%
0.3%
96.3%
386,901
187,035
327,680
28.4%
14.3%
16.1%
15.1%
8.8%
14.9%
8.8%
0.5p.p.
1.1p.p.
1.6p.p.
9.4%
20.7%
12.3%
2,721,024
835.9
55.0
849.8
49.1
847.7
49.0
10.1%
1.8%
97.9%
423,281
225,835
361,706
2,157,895
742.9
48.1
749.7
46.0
747.0
46.0
10.6%
1.9%
96.3%
386,901
187,035
322,753
26.1%
12.5%
14.3%
13.4%
6.7%
13.5%
6.5%
0.5p.p.
0p.p.
1.6p.p.
9.4%
20.7%
12.1%
Mainindicators
Monthlyaverage.DoesnotincludeShoppingSantarsula(underredevelopmentprocess)
DoesnotincludeShoppingSantarsula
Note:Includestheconsolidationofthe69.62%oftheinvestmentinViaParqueShoppingandexcludes70%ofShoppingLeblons4Q09result.
Our Portfolio
Aliansce holds interests in and/or manages malls located all over Brazil that are exposed to a wide range of
income segments.
To facilitate the understanding of the Companys growth in the coming years, we have divided the
portfolio into three groups in accordance with the time in operation or the current phase of each asset. Note
that as of 3Q10, the mall Boulevard Shopping Braslia was included in the Companys New Generation
assets.
OwnGLApergroup
3Q09
3Q10
62.8%
50.7%
32.3%
5.0%
Core
45.2%
4.1%
New
Next
Generation Generation
At the end of 3Q10, Aliansce held interests in 13 malls in operation and in 3 malls under development
(including Boulevard Shopping Belo Horizonte opened on October 26, 2010), for a total of approximately
226,000 sqm of own GLA in operation and 62,000 sqm of owned GLA under development. The Company
also acted as a service provider, responsible for the planning, management and leasing of 9 malls owned by
third parties with combined GLA of 135,000 sqm.
OperatingMalls
ShoppingIguatemiSalvador
ShoppingTaboo
ViaParqueShopping
BoulevardShoppingCampinaGrande
ShoppingGrandeRio
CariocaShopping
SupershoppingOsasco
BanguShopping
SantanaParqueShopping
ShoppingSantarsula
CaxiasShopping
BoulevardShoppingBraslia
BoulevardShoppingBelm
LojaC&AFeiradeSantana
LojaC&AGrandeRio
LojaC&AIguatemiSalvadorNaciguat
SubTotalOperatingMalls
Mallsunderdevelopment(Greenfields)
BoulevardShoppingBeloHorizonte
ShoppingMacei
ParqueShoppingBelm
SubTotalMallsunderdevelopment
State
%Aliansce
GLA
OwnGLA
BA
SP
RJ
PB
RJ
RJ
SP
RJ
SP
SP
RJ
DF
PA
BA
RJ
BA
45.53%
38.00%
69.62%
30.52%
25.00%
40.00%
33.58%
100.00%
50.00%
37.50%
40.00%
50.00%
75.00%
100.00%
100.00%
44.58%
53.35%
57,562
35,601
53,937
17,355
35,825
23,428
17,641
46,318
26,542
23,088
25,607
16,925
33,988
2,108
2,108
5,246
423,281
26,208
13,528
37,551
5,297
8,956
9,371
5,924
46,318
13,271
8,658
10,243
8,462
25,491
2,108
2,108
2,339
225,835
MG
AL
PA
70.00%
50.00%
50.00%
58.08%
43,064
35,470
28,100
106,634
30,145
17,735
14,050
61,930
529,915
287,764
Totalportfolio
Occupancy
rate
99.5%
99.5%
99.5%
99.6%
99.0%
98.7%
94.8%
99.7%
97.3%
87.1%
97.0%
80.8%
96.2%
100.0%
100.0%
100.0%
Services
rendered
ML
ML
ML
ML
ML
ML
L
ML
ML
ML
ML
ML
n/a
n/a
n/a
ML
ML
ML
(M)Management|(L)Leasing
Ownershipinterestdetainedfromtwocondominiums41,59%ofNaciguatand71.49%ofRiguat.
Sales Performance
SalesAnalysis3Q10/3Q09
Sales in the Companys malls in 3Q10 totaled R$958
million, growth of 28.4% over 3Q09 figures. In the first
nine months of 2010, sales totaled R$2.7 billion, up 26.1%
over same period last year.
14.9%
28.4%
15.1%
SSS(R$/m)
CoreAssets
11.3%
NewGeneration
938.4
842.8
22.4%
784.1
640.3
Sales(R$million)
958
746
3Q09
666
28.4%
3Q10
3Q09
3Q10
Monthly average
482
3Q07
3Q08
Salespermall
3Q09
3Q10
3Q10
3Q09
3Q10/3Q09
%
9M10
9M09
9M10/9M09
%
(AmountsinthousandsofReais)
ShoppingIguatemiSalvador
ShoppingTaboo
ViaParqueShopping
BoulevardShoppingCampinaGrande
ShoppingGrandeRio
CariocaShopping
SupershoppingOsasco
BanguShopping
SantanaParqueShopping
ShoppingSantarsula
CaxiasShopping
BoulevardShoppingBraslia
BoulevardShoppingBelm
263,511
73,844
90,015
43,138
79,201
61,967
42,783
91,997
47,362
28,066
46,172
20,776
69,519
227,745
63,624
74,907
39,356
61,947
57,332
40,184
76,327
42,307
18,068
36,045
8,528
0
15.7%
16.1%
20.2%
9.6%
27.9%
8.1%
6.5%
20.5%
11.9%
55.3%
28.1%
143.6%
n/a
760,362
208,824
260,641
127,789
225,516
176,162
126,532
258,238
138,945
73,635
125,888
54,922
183,572
690,032
177,360
223,244
112,360
178,797
162,835
120,881
209,928
117,737
58,646
97,548
8,528
0
10.2%
17.7%
16.8%
13.7%
26.1%
8.2%
4.7%
23.0%
18.0%
25.6%
29.1%
544.0%
n/a
Total
958,351
746,371
28.4%
2,721,024
2,157,895
26.1%
GLAreportedsales(averagesq.m.)
368,061
327,680
12.3%
361,706
322,753
12.1%
Financial Highlights
Gross Revenue
RevenuesBreakdown 3Q10
Grossrevenueincreasedby28.1%in3Q10and
by 30.0% in the first nine months of 2010,
mainly reflecting the expansion in owned GLA,
due to the opening of Boulevard Shopping
Belm in late 2009 and the expansions of
Shopping Grande Rio and Carioca Shopping.
Note that same-store rent (SSR) and same-area
rent (SAR) in 3Q10 recorded the highest growth
ever seen by the Company, in both cases
growing by 8.8% over 3Q09 (see the
Operational Highlights section).
ManagerialFinancialInformation
Revenuespertype
Services
rendered
11.2%
Transferfee
0.4%
Minimumrent
84.1%
Parking
12.0%
Stands/Kiosks
7.2%
KeyMoney
6.0%
3Q10
3Q09
3Q10/3Q09
%
9M10
Percentage
rent
8.7%
9M09
9M10/9M09
%
(AmountsinthousandsofReais,exceptpercentages)
Rentals
KeyMoney
Parking
Transferfee
Servicesrendered
StraightlinerentadjustementCPC06
36,263
3,245
6,490
205
6,056
1,757
27,636
3,288
4,472
141
4,917
1,715
31.2%
1.3%
45.1%
45.4%
23.2%
2.4%
105,724
9,339
17,577
464
17,916
6,008
80,662
7,541
12,836
439
14,024
5,290
31.1%
23.8%
36.9%
5.7%
27.8%
13.6%
Total
54,016
42,169
28.1%
157,028
120,792
30.0%
3Q10
3Q09
3Q10/3Q09
%
9M10
9M09
9M10/9M09
%
ManagerialFinancialInformation
Revenuespermall
ShoppingIguatemiSalvador
ShoppingTaboo
ViaParqueShopping
BoulevardShoppingCampinaGrande
ShoppingGrandeRio
CariocaShopping
SupershoppingOsasco
BanguShopping
SantanaParqueShopping
ShoppingSantarsula
CaxiasShopping
BoulevardShoppingBraslia
BoulevardShoppingBelm
LojasC&A
Servicesrendered
StraightlinerentadjustementCPC06
Total
(AmountsinthousandsofReais,exceptpercentages)
9,404
2,908
5,957
567
2,103
2,150
1,121
7,753
2,826
720
1,647
825
7,595
627
6,056
1,757
9,046
2,934
4,945
524
1,817
1,883
1,044
7,764
2,502
372
1,721
389
0
596
4,917
1,715
4.0%
0.9%
20.5%
8.2%
15.7%
14.2%
7.4%
0.1%
12.9%
93.5%
4.3%
112.1%
n/a
5.2%
23.2%
2.4%
27,816
8,061
16,691
1,713
6,096
6,314
3,270
22,307
8,242
1,941
5,024
2,185
21,619
1,825
17,916
6,008
27,020
7,974
14,506
1,543
5,199
5,256
3,271
20,312
8,239
1,133
4,772
515
0
1,738
14,024
5,290
2.9%
1.1%
15.1%
11.0%
17.3%
20.1%
0.0%
9.8%
0.0%
71.3%
5.3%
324.3%
n/a
5.0%
27.8%
13.6%
54,016
42,169
28.1%
157,028
120,792
30.0%
Rent revenues from the Companys shopping malls increased by 31.2% in 3Q10 from 3Q09 and by 31.1%
in the first nine months of 2010. Once again, the better performance of the malls in the period and the
inauguration of Boulevard Shopping Belm contributed to the revenue growth.
In 3Q10, total revenue from Shopping Taboo decreased from 3Q09, mainly due to the lower revenue from
key money. Total revenue from Bangu Shopping in 3Q09 was positively impacted by the recognition of
deferred key money from stores substituted in the first half of 2009, which contributed to a nonrecurring
revenue of approximately R$1.0 million and impacted the mall's performance. Excluding this nonrecurring
impact, Bangu Shopping registered growth of 14.6% in 3Q10 from 3Q09 and of 15.5% in 9M10 versus the
same period last year.
Rent revenues in 2010 was strongly impacted by the opening of Boulevard Shopping Belm, representing
R$6.2 million in 3Q10 and R$17.9 million in the first nine months of 2010. This mall represented 14.1%
and 13.8% of the Companys gross revenues in 3Q10 and 9M10, respectively, helping to dilute the relative
interest of each mall.
Revenues from Shopping Grande Rio grew 15.7% in 3Q10 from 3Q09, reflecting the leasing conclusion of
stores from the 2Q09 expansion and the opening of the Poupa Tempo in 4Q09.
RentalRevenuespermall
3Q10
3Q09
(AmountsinthousandsofReais)
ShoppingIguatemiSalvador
ShoppingTaboo
ViaParqueShopping
BoulevardShoppingCampinaGrande
ShoppingGrandeRio
CariocaShopping
SupershoppingOsasco
BanguShopping
SantanaParqueShopping
ShoppingSantarsula
CaxiasShopping
BoulevardShoppingBraslia
BoulevardShoppingBelm
C&AStores
8,947
2,169
3,610
551
1,564
1,771
945
5,625
1,855
549
1,096
756
6,198
628
8,571
1,862
3,556
506
1,434
1,639
861
5,031
1,732
359
1,124
365
596
Total
36,263 27,636
3Q10/3Q09
%
4.4%
16.5%
1.5%
8.9%
9.0%
8.1%
9.8%
11.8%
7.1%
52.9%
2.5%
107.1%
n/a
5.4%
31.2%
9M10
9M09
26,426
5,976
10,707
1,665
4,663
5,199
2,757
16,223
5,499
1,540
3,377
2,012
17,855
1,825
25,633
5,506
10,426
1,495
4,157
4,699
2,645
14,179
5,431
1,064
3,197
492
1,738
105,724
80,662
9M10/9M09
%
3.1%
8.5%
2.7%
11.4%
12.2%
10.6%
4.2%
14.4%
1.3%
44.7%
5.6%
308.9%
n/a
5.0%
31.1%
Notethatthemallsoperationalcostsin3Q09includeaprovisionforlawsuitsinvolvingthepaymentof
INSS(socialsecuritycontributions)andIPTU(propertytax)relatedtoViaParqueShopping.Excludingthis
provision,themall'soperationalcostsincreased14.5%and30.6%in3Q10and9M10,respectively,from
thesameperiodslastyearduetotheCompanysownedGLAincrease.
Therenovationsandtheleasingofstoresfrommallsunderexpansioncontributedtotheincreaseof9.5%
inleasingandplanningexpenses.
ThereductionintheProvisionforDoubtfulAccounts(PDA)in3Q10isexplainedbytheadjustmentinthe
estimateforIguatemiSalvador,whichgeneratedanimpactofR$500,000.
10
ManagerialFinancialInformation
3Q10
Costspertype
3Q09
3Q10/3Q09
%
9M10
9M10/9M09
%
9M09
(AmountsinthousandsofReais,exceptpercentages)
Depreciationandamortization
4,554
3,926
16.0%
13,597
13,942
2.5%
Mallsoperationalcosts
3,849
4,462
13.7%
11,471
9,885
16.0%
Parkingcosts
2,580
1,903
35.6%
6,936
5,727
21.1%
Preoperationalexpenses
1,635
1,471
11.1%
3,798
4,406
13.8%
LeasingandPlanningcosts
1,340
1,224
9.5%
3,771
3,436
9.7%
63
781
108.1%
1,751
2,050
14.6%
13,895
13,767
0.9%
41,324
39,446
4.8%
Allowanceofdoubtfulaccounts
Total
Gross Income
Grossincomemaintaineditsupwardtrendin3Q10and9M10,growingby43.0%and42.9%,respectively.
In3Q10,grossincomewasR$36.2million,incomparisonwithR$25.3millionin3Q09,reflectingthesolid
performanceofourmallsandtheresultsoftheinaugurationsintheperiod.
(6,062)
3Q10
9M09
9M10
(7,949)
(20,285)
(24,733)
2009figures excludesanextraordinaryrevenuefromlawsuits
ManagerialFinancialInformation
3Q10
Operating(Expenses)/Income
(Amount
AdministrativeandGeneralexpenses
Equityinincome
DeferredandIntangibleDepreciationandAmortizationExpenses
OtherOperating(Expenses)/Income
Total
(+)Lawsuits
TotalAjusted
(7,762
(95)
(92)
(7,949
(7,949
Financial Result
Financial Result(R$Thousand)
3Q09
3Q10
(1,177)
(1,154)
9M09
9M10
(5,083)
11
(21,603)
FinancialincomeincreasedbyR$10.2millionin3Q10andbyR$22.8millionin9M10inrelationtosame
periodsayearago.Thehigherfinancialincomemainlyreflectstheliquidityprovidedbytheinitialpublic
offeringinJanuary2010.
Meanwhile,financialexpensesincreasedin3Q10andinthefirstninemonthsof2010,dueto:(i)theissue
ofnewrealestatecreditnotein4Q09;(ii)thefinancingcontractedfortheacquisitionofa30%interestin
Bangu Shopping; and (iii) the recognition of the interest of the real estate credit note for Boulevard
ShoppingBelmafterthemall'sinaugurationin4Q09(duringtheconstructionofthisprojectthisinterest
wascapitalized).
NotealsotherecognitionofSWAPatmarketvalueinthecompositionofthefinancialresult.In3Q10,
positiveadjustmentsofR$1.2millionwererecognizedandR$9.3millionin9M10,incomparisonwiththe
positiveadjustmentofR$1.4millionin3Q09andthenegativeadjustmentofR$9.3millionin9M09.The
gainsfromSWAPoperationsforinterestpaymentsduring2010and2009decreasedbyR$0.5millionin
3Q10andR$0.6millionin9M10.
Net Income
NetIncome(R$Thousand)
90.3%
56.8%
53,202
27,957
20,171
12,868
3Q09
3Q10
9M09
9M10
The expansion of our portfolio and maturation of the malls inaugurated in recent years pushed the
Companys NOI up by 38.2% in 3Q10 and by 33.5% in 9M10, totaling R$41.6 million (margin of 91.7%)
in 3Q10 and R$119.0 million (margin of 90.0%) in the first nine months of 2010.
ManagerialFinancialInformation
NOI
3Q10
3Q09
3Q10/3Q09
%
9M10
9M09
9M10/9M09
%
(AmountsinthousandsofReais,exceptpercentages)
Rents
KeyMoney
ParkingResults
OperationalIncome
38,225
3,245
3,908
45,378
29,492
3,288
2,569
35,349
29.6%
1.3%
52.1%
28.4%
112,196
9,339
10,639
132,174
86,391
7,541
7,109
101,041
29.9%
23.8%
49.7%
30.8%
()Mallsoperationalcosts
()Allowanceofdoubtfulaccounts
3,849
63
4,462
781
13.7%
108.1%
11,471
1,751
9,885
2,050
16.0%
14.6%
(=)NOI
41,592
30,106
38.2%
118,952
89,106
33.5%
MarginNOI
91.7%
85.2%
6.5p.p.
90.0%
88.2%
1.8p.p.
Adjusted EBITDA
12
The Companys adjusted EBITDA reached R$34.3 million in 3Q10, up 38.0% from 3Q09, for adjusted
EBITDA margin of 68.6%. In 9M10, adjusted EBITDA grew by 30.6% over 9M09 to R$96.5 million, for
adjustedEBITDAmarginof66.2%intheyear.
ManagerialFinancialInformation
3Q10/3Q09
9M10
%
(AmountsinthousandsofReais,exceptpercentages)
3Q10
3Q09
9M09
9M10/9M09
%
NetRevenues
50,079
39,067
28.2%
145,708
112,474
29.5%
()Costs
()Expenses
(+)Depreciationandamortization
(13,895)
(7,949)
4,646
(13,767)
(6,062)
4,026
0.9%
31.1%
15.4%
(41,324)
(24,733)
13,852
(39,446)
(14,205)
14,189
4.8%
74.1%
2.4%
(=)EBITDA
32,881
23,264
41.3%
93,503
73,012
28.1%
1,463
1,635
(172)
825
1,617
1,471
146
2,973
3,798
(825)
871
4,406
(6,080)
2,545
241.3%
13.8%
n/a
132.4%
(+)/()Nonrecurring(expenses)/income
(+)Preoperationalexpenses
()Lawsuits
(+/)Others
(=)AdjustedEBITDA
MarginadjustedEBITDA
9.5%
11.1%
n/a
217.8%
34,344
24,881
38.0%
96,476
73,883
30.6%
68.6%
63.7%
4.9p.p.
66.2%
65.7%
0.5p.p.
3Q10/3Q09
9M10
%
(AmountsinthousandsofReais,exceptpercentages)
9M09
9M10/9M09
%
53,202
27,957
90.3%
13,852
14,189
2.4%
67,054
42,146
59.1%
9.5%
18.5%
111.8%
157.0%
2,973
(9,316)
49,055
12,647
871
9,300
32,119
(847)
241.3%
200.2%
52.7%
1593.2%
27,584
74.3%
122,413
83,589
46.4%
70.6%
25.4p.p.
84.0%
74.3%
9.7p.p.
3Q10
3Q09
NetIncome
20,171
12,868
56.8%
(+)DepreciationandAmortization
4,646
4,026
15.4%
(=)FFO
24,817
16,894
46.9%
(+)/()Noncurrentexpenses/(income)
(+)SWAP
(+)nondisbursedfinancialexpenses
(+)noncashtaxes
1,463
(1,178)
19,032
3,937
1,617
(1,445)
8,986
1,532
(=)AdjustedFFO
48,071
MarginAFFO%
96.0%
FFO
CAPEX
TheCAPEXinvestedbytheCompanywasR$76.9millionin3Q10andR$195.8millionin9M10.Mostof
theinvestmentswereallocatedtoBoulevardShoppingBeloHorizonteandBoulevardShoppingBelm,as
well as to the expansions of malls in operation and the renovation of Shopping Santa rsula. We also
acquired a 30% interest in Bangu Shopping, a 50% interest in Parque Shopping Belm (under
development)andanidealfractionof2.06%inSuperShoppingOsasco.Formoredetails,seetheGrowth
Driverssection.
Operating Highlights
13
The historical data series and comparisons with prior quarters presented below confirm the improvement in
the operational indicators of the Companys malls in 3Q10.
SSR(R$/m)
CoreAssets
NewGeneration
7.3%
56.4
52.6
12.4%
34.8
3Q09
3Q10
3Q09
39.1
3Q10
Monthly average
For 4Q10 we expect even stronger growth, due to the high concentration of contractual adjustments that
will benefit from an average rate increase of 8.5% of our readjustments index.
Occupancy Rate
Occupancy(%)
97,3%
2Q10
97,9%
96,9%
97,0%
96,3%
3Q09
4Q09
1Q10
3Q10
14
CoreAssets
10.0%
9.4%
3Q09
3Q10
NewGeneration
10.4%
11.1%
3Q09
3Q10
Boulevard Shopping Belm, which still presents costs above the average for this group.
Growth Drivers
The Greenfields and expansions projects currently in the Company's pipeline point to an increase in owned
GLA of 23.2% by the end of 2011 and 43.0% by the end of 2012, when will have reached own GLA of
approximately 320,000 sqm already contracted.
OwnGLAevolution
Macei+
ParqueShopping Belm
322,943
31,785
Boulevard BH
30,145
13,085
12,997
225,835
9,097
3Q10
2010
Expansions
43.0%
2011
2012
End2012
Developments
Greenfield Projects
Boulevard Shopping Belo Horizonte - Opened on October 26, 2010
Boulevard Shopping Belo Horizonte marks Aliansces entry into the Minas Gerais market, strengthening
its operations in the Southeast region. With GLA of approximately 43,000 sqm, the mall has major national
retailers such as Renner, Riachuelo, C&A, Casas Bahia, Ponto Frio and others. The mall has 200 stores,
including 4 anchors and 10 mega stores. It also has a Carrefour hypermarket, 6 multiplex theaters and over
2,300 parking spaces. The mall opened with over 90% of its GLA leased. The expectation calls for over 1
million visitors per month. The project also includes a "AAA" commercial tower with 16 floors and
approximately 17,000 sqm of useful area that will be built over the mall.
BoulevardShoppingBeloHorizonte
State
MG
GLA
43,064sq.m.
Launch
June,2008
ExpectedOpening
October26,2010
Ownership
70%
%leased
90%
IRR(realandunleverage) 15%
%Aliansce
NetKeyMoney
R$11.3million
CAPEX
R$193.2million
%ofCapexinvested
88%
ProjectedNOI1styear
R$14.7million
ProjectedNOI3rdyear
R$17.6million
15
Shopping Macei
In 3Q10, we obtained the environmental license that will allow us to begin the earthmoving operations for
this project. We advanced the project detailing phase and expect to receive the building permit from the
Municipal Government of Macei during 4Q10.
16
The region surrounding the project has been experiencing accelerated development and a high number of
real estate launches. These factors helped increase the value of rent prices, which have already been
influenced by the mall's future inauguration.
ShoppingMacei
State
AL
GLA
35,470sq.m.
Launch
4Q10
ExpectedOpening
2012
Ownership
50%
IRR(realandunleverage) 17%
%Aliansce
NetKeyMoney
R$5.5million
CAPEX
R$82.1million
%ofCapexinvested
17%
ProjectedNOI1styear
R$7.8million
ProjectedNOI3rdyear
R$9.8million
Expansions
Ongoing Projects in the 3Q10
OngoingProjects
CariocaShoppingExpansion
IguatemiSalvadorExpansion
BanguShoppingExpansion
BanguExpansionMedicalCenter
BanguExpansionOffices
ViaParqueShoppingExpansion
CampinaGrandeExpansionPhase01
State
Opening
RJ
BA
RJ
RJ
RJ
RJ
PB
4Q10
4Q10
4Q10
2Q11
3Q11
3Q11
4Q11
Total
GLA
%
(sq.m.) Aliansce
Owned
GLA
(sq.m.)
622
7,305
5,810
2,000
4,500
4,586
3,579
249
3,038
5,810
2,000
4,500
3,193
1,092
2.4
9.0
22.3
2.8
7.4
6.8
4.0
19,882
54.8
40.00%
41.59%
100.00%
100.00%
100.00%
69.62%
30.52%
28,402
CAPEX
%Aliansce(R$million)
NetKey
NOI1st
Money
year
0.0
0.3
2.5
1.4
3.2
3.7
0.2
1.1
0.5
2.5
0.0
1.8
0.1
0.5
5.1
11.3
NOI3rd
year
0.3
1.7
4.2
1.1
3.0
2.0
0.5
%Leased
12.8
17
100%
100%
95%
50%
0%
0%
65%
IRR
(p.a.)
15%
26%
27%
40%
40%
38%
15%
18
Future Expansions
Projects with openings slated for 4Q11 and 2012 will add approximately 15,300 sqm to the Companys
owned GLA.
FutureExpansions
ShoppingTaboo
ViaParqueShoppingMovieTheaters
CaxiasShopping
ShoppingGrandeRio
BoulevardShoppingCampinaGrandePhase02
IguatemiSalvador
CariocaShoppingPoupaTempo
State
Opening
SP
RJ
RJ
RJ
PB
BA
RJ
4Q11
2Q12
2Q12
2Q12
2Q12
2Q12
2Q12
Total
GLA
%Aliansce
(sq.m.)
6,053
38.00%
3,414
69.62%
5,000
40.00%
5,000
25.00%
1,817
30.52%
8,500
41.59%
8,200
40.00%
37,984
OwnedGLA
(sq.m.)
2,300
2,377
2,000
1,250
555
3,535
3,280
15,297
Case study: malls targeting the mid and moderate income classes
developed by Aliansce
Aliansce's portfolio includes projects located in all regions of the country and targeting a diversified range
of income classes. Approximately 40% of the company's owned gross leasable area (GLA) targets the
middle and moderate income classes and have locations and store mixes that have been optimized to take
advantage of the growth in this segment of the population. Note that most of these assets were developed
by Aliansce and are managed by the company.
In addition to the growing number of consumers in the middle income class, the moderate income class,
which is called the "new middle class or emerging class, now, encompasses over half of Brazil's
population, according to a study conducted by Ibope. These are 32 million new consumers aged between
12 and 64 years old and living in the country's major metropolitan areas. This mass migration of consumers
has led to the emergence of a group that has its own characteristics and sufficient pent-up demand to
sustain the consistent growth in the retail market in the regions in which they are located. Aliansce not only
closely monitors this growth, but also has developed and is developing projects in areas with high
concentrations of this new segment of Brazilian consumers.
Totalpopulation distribution
byincomeclass
HalfofBrazil's population
(32millionnewconsumers)
30%
17%
19%
20%
14%
High
Middle
Moderate1 Moderate2
IncomeClass
Population'000inhab.
High
Middle
Moderate1
Moderate2
Low
TOTAL
11,347
12,364
19,505
12,746
9,214
65,176
17%
19%
30%
20%
14%
100%
Low
Note: Moderate income class is formed by individuals with monthly income from R$600 to R$2,099 and considers only those between 12 and 64 years.
19
14,00%
10,0%
12,00%
5,0%
0,0%
10,00%
5,0%
8,00%
10,0%
Sep10
Sep09
Mar10
Sep08
Mar09
Sep07
Unemploymentrate(%)
Mar08
Sep06
Mar07
Sep05
Mar06
Sep04
Mar05
20,0%
Sep03
4,00%
Mar04
15,0%
Mar03
6,00%
Averageincome(YoY)
Source: IBGE
We selected in our portfolio the group of assets that target the middle and moderate income classes that
were developed by the company and/or our executives prior to the company's founding in order to analyze
the growth in certain operational indicators. The malls analyzed were:
Malls
Opening
ShoppingGrandeRio
ShoppingTaboo
BanguShopping
CaxiasShopping
1995
2002
2007
2008
GLA(sq.m.)
35,825
35,601
46,318
25,607
The operational indicators presented by these malls over the last five years ratifies the studies cited, with an
NOI CAGR above 15%, a decreasing occupancy cost and an average occupancy rate above 99%, even
considering the expansions inaugurated. In addition, the table below shows the performance of same stores
(SSS and SSR) and same area (SAS and SAR) for this group of assets targeting the middle and moderate
income classes.
MainIndicators
3Q10
3Q09
3Q10/3Q09
%
9M10
9M09
9M10/9M09
%
SSS/sq.m.
SAS/sq.m.
SSR/sq.m.
SAR/sq.m.
OccupancyRate
OccupancyCost(%Sales)
Sales/sq.m.
Rent/sq.m.
866.4
867.5
41.7
42.3
99.3%
9.1%
823.5
45.5
712.8
711.1
37.4
37.8
99.3%
9.9%
676.3
40.0
21.6%
22.0%
11.3%
12.1%
0p.p.
0,8p.p.
21.8%
13.6%
797.9
787.8
40.1
39.9
99.4%
9.6%
772.2
44.9
651.8
641.4
36.7
35.9
99.3%
10.6%
625.1
41.5
22.4%
22.8%
9.3%
11.0%
0,1p.p.
1p.p.
23.5%
8.2%
20
TotalDebt
173,436
461,279
62,680
697,395
(434,909)
262,486
101.7% of the
On September 30, 2010, Aliansces net debt after financial investments stood at R$262.5 million.
Excluding minority interest, the Companys net debt after financial investments totaled R$198.6 million.
This amount includes R$62.7 million in obligations related to asset acquisitions, most of which refers to the
balance payable in 2013 for the acquisition of the 30% interest in Bangu Shopping.
DebtProfile Indexes
PrincipalAmortization Schedule(R$Million)
TR
71.9%
131.6
70.4
44.7
2011
2010
76.6
70.8
60.3
2012
2013
2014
2015
82.9
2016
86.3
75.7
2017
2018
CDI
5.2%
54.5
41.3
2019
2020
IPCA
21.7%
29.3
Others
0.4%
2021
TJLP
0.7%
Stock Performance
Aliansce stock (ALSC3) closed 3Q10 priced at R$13.00 per share, which represents a gain of 14.5% from
the closing price of R$11.35 in 2Q10. In that same period, the Ibovespa index registered an increase of
13.9%.
The Companys free-float increased from 51.19% last quarter to 52.53% on September 30, 2010,
contributing even further to the stock's liquidity. On November 1st, 2010 the average daily trading volume
of the last 30 days was of R$4.0 million.
ShareholderBase
16
14
12
10
8
6
4
2
0
120
115
110
105
100
95
GGP
31.44%
30/9/2010
24/9/2010
20/9/2010
14/9/2010
ALSC3
8/9/2010
1/9/2010
26/8/2010
20/8/2010
16/8/2010
10/8/2010
4/8/2010
29/7/2010
23/7/2010
19/7/2010
13/7/2010
6/7/2010
30/6/2010
Volume(R$millions)
FreeFloat
52.53%
Mgmt
1.28%
Ibov
21
Gvea
Investim.
2.01%
Rique
Empreen
dimentos
ePart.
12.74%
Glossary
GCA: Gross Commercial Area, equivalent to the sum of all the commercial areas of the shopping malls,
that is, GLA plus the areas of stores sold.
GLA (Gross Leasable Area): equivalent to the sum of all areas available for leasing in shopping malls,
except for kiosks and sold areas.
Own GLA: refers to total GLA weighted by Aliansces interest in each shopping mall.
Key Money: amount charged to merchants for the right to use the projects technical infrastructure,
applicable to contracts
with terms longer than 60 months.
Net Key Money: Value of key money net of leasing costs.
CAGR: Compounded Annual Growth rate.
CPC: Accounting Pronouncements Committee.
MBS: mortgage-backed securities.
Occupancy Cost as % of Sales: rent (minimum + percentage) + usual charges (excluding specific
charges) + merchandising fund.
EBITDA(EarningsBeforeInterest,Taxes,DepreciationandAmortization):netrevenueoperatingcosts
andexpenses+depreciationandamortization.
AdjustedEBITDA:EBITDA+preoperatingexpenseslawsuits+othernonrecurringexpenses(revenues).
Adjusted FFO (Funds from Operations): net income + depreciation + amortization - nonrecurring
expenses and revenues + SWAP effect + unpaid financial expenses + non-cash tax.
FIIVPS: Fundo de Investimento Imobilirio Via Parque Shopping, a real estate investment fund.
Delinquency: the ratio between the total earned volume and total revenue received for the same period,
calculated on the last business day of that period.
Federal Law 11,638: on December 28, 2007, Federal Law 11,638 was enacted with the purpose of
including publicly held companies in the international accounting convergence process. Therefore, some
financial and operating results were subject to certain accounting effects due to the changes introduced by
the new law.
Anchor Stores: large, well known stores with special marketing and structural features that attract
consumers, thereby ensuring permanent flows and uniform traffic in all areas of the shopping mall.
Satellite Stores: small stores with no special marketing and structural features located around the anchor
stores and intended for general retailing.
NOI (Net Operating Income): Gross revenue of shopping malls (excluding revenue from services) +
parking revenue - shopping malls operational costs - provision for doubtful accounts.
PDA: Provision for Doubtful Accounts.
SAR (Same-area rent): ratio between the rent earned in a same store in current versus the previous year.
Excludes Shopping Santa rsula (undergoing renovation).
SAR (Same-area sales): ratio between sales in a same area in the current versus the previous year.
Excludes Shopping Santa rsula (undergoing renovation).
SSR (Same-store rent): ratio between the rent earned in a same store in the current versus the previous
year. Excludes Shopping Santa rsula (undergoing renovation).
SSS (Same-store sales): ratio between sales in a same store in the current versus the previous year.
Excludes Shopping Santa rsula (undergoing renovation).
Occupancy Rate: total GLA of a shopping mall divided by the area leased.
Sales: reported sales of stores in each of the shopping malls in the quarter.
22
Appendices
Reconciliation of the consolidated and managerial financial statements
The Company's managerial financial information was prepared to reflect/consolidate Aliansces interest in
Via Parque Shopping in the quarters ended September 30, 2010 and 2009, as well as the spin-off that led to
the exclusion of Shopping Leblon from its portfolio, which only affects the quarter ended September 30,
2009.
Aliansces investments in Via Parque Shopping are made through Fundo de Investimento Imobilirio Via
Parque Shopping (FIIVPS), which for accounting purposes are recognized on the consolidated financial
statements as financial investments. Accordingly, the malls operating results are not consolidated in
Aliansces balance sheet and the investment is recorded at market value as determined by Law 11,638. For
managerial financial information purposes, we have considered Aliansces 69.62% interest in Via Parque
Shopping on September 30, 2010 as if it had existed throughout the period from January to September of
2010 and 2009 in order to permit a comparative analysis of results.
Income from Aliansce's interest in Shopping Leblon, held through Cencom and Frascatti, was excluded
from the consolidated managerial figures in order to reflect, in the managerial financial statements of
September 30, 2009, the partial spin-off that occurred in October 2009.
Finally, the managerial financial statements were prepared based on the balance sheets, income statements
and financial reports of the respective companies and centers, as well as assumptions deemed to be
reasonable by the Company's Management, and they should be read in conjunction with the periods
financial statements and respective notes.
23
Conciliationbetweenmanagerialfinancialinformation
vsfinancialstatements
PeriodendedSeptember30,2009
Aliansce
Consolidated
2009Financial
Exclusionofincomefrom
Frascatti/Cencomand
RecognitionofPreOp
(amountsinthousandsofreais)
69.62%Shopping
ViaParque
Aliansce
Consolidated
2009Managerial
Grossrevenuefromrentalandservices
Taxesandcontributionsandotherdeductions
106,524 14,268
(8,199) (119)
Netrevenues
98,325
Costofrentalsandservices
(32,907) (6,539)
(39,446)
Grossincome
Operatingincome/expenses
Administrativeandgeneralexpenses
Equityincome
DepreciationandAmortization
Otheroperatingincome/(expenses)
65,418
(12,683)
(18,202)
4,684
(247)
1,082
73,028
(14,206)
(18,160)
314
(247)
3,887
Financialincome/(expenses)
(21,657) 158
(104) (21,603)
Netincome/(loss)beforetaxesandminorityinterest
Incomeandsocialcontributiontaxes
31,078 13,848
(5,637)
(7,707) 37,219
9 (5,628)
14,149
7,610
6,080
6,080
(7,603)
42
(4,370)
(3,275)
120,792
(8,318)
112,474
MinorityInterest
(3,635)
Netincome/(loss)fortheperiod
21,806
(7,698) 27,956
ConciliationofEBITDA/adjustedEBITDAandFFO/ajustedFFO
PeriodendedSeptember30,2009
Aliansce
Consolidated
2009Financial
13,848
Exclusionofincomefrom
Frascatti/Cencomand
RecognitionofPreOp
(amountsinthousandsofreais)
69.62%Shopping
ViaParque
98,325
()Costofrentalsandservices
()(+)Operatingincome/(expenses)
(+)DepreciationandAmortization
(32,907) (6,539)
(39,446)
(12,683) 6,080 (7,603) (14,206)
13,731 458
14,189
EBITDA
MARGINEBITDA%
(+)Nonrecurringexpenses
ADJUSTEDEBITDA
MARGINOFADJUSTEDEBITDA%
Netincome
73,417 8,068
74.7%
21,806 13,848
(7,603) 73,882
65.7%
(7,698) 27,956
(+)DepreciationandAmortization
13,731
(=)FFO
MARGINOFFFO%
(+/)Nonrecurringexpenses
(+)SWAP
9,300
9,300
(+)Financialexpensesnotpaid
32,119
32,119
(+)noncashtaxes
(=)ADJUSTEDFFO
MARGINOFAFFO%
(847)
83,060 8,226
84.5%
458
Aliansce
Consolidated
2009Managerial
Netrevenues
24
14,149
(3,635)
112,474
14,189
(847)
(7,698) 83,588
74.3%
Grossrevenuefromrentalandservices
Taxesandcontributionsandotherdeductions
Netrevenues
Aliansce
Exclusionofincome
Consolidated
from
2010Managerial
Frascatti/Cencom
(amountsinthousandsofreais)
145,494 11,534 157,028
(11,250) (70) (11,320)
134,244 11,464 145,708
Costofrentalsandservices
Grossincome
(39,252) (2,072)
94,992 9,392
(41,324)
104,384
Operatingincome/expenses
Administrativeandgeneralexpenses
DepreciationandAmortization
Otheroperatingincome/(expenses)
(25,556)
(24,687)
(257)
(612)
824
824
(24,732)
(24,687)
(257)
212
Conciliationbetweenmanagerialfinancialinformation
vsfinancialstatements
PeriodendedSeptember30,2010
Aliansce
Consolidated
2010Financial
69.62%Shopping
ViaParque
Financialincome/(expenses)
(5,218) 135
(5,083)
Netincome/(loss)beforetaxesandminorityinterest
Incomeandsocialcontributiontaxes
64,218 10,351
(18,723)
74,569
(18,723)
MinorityInterest
Netincome/(loss)fortheperiod
(2,643)
42,852 10,351
(2,643)
53,203
Aliansce
69.62%Shopping
Consolidated
ViaParque
2010Financial
(amountsinthousandsofreais)
Exclusionofincome
from
Frascatti/Cencom
Aliansce
Consolidated
2010Managerial
Netrevenues
()Costofrentalsandservices
()(+)Operatingincome/(expenses)
(+)DepreciationandAmortization
EBITDA
MARGINEBITDA%
(+)/()Nonrecurring(expenses)/income
(+)Properationalexpenses
(+/)Others
ADJUSTEDEBITDA
MARGINOFADJUSTEDEBITDA%
Netincome
134,244
(39,252)
(25,556)
13,502
( )
82,937
61.8%
3,798
3,798
86,735
64.6%
42,852
11,464
(2,072)
824
350
10,566
(825)
(825)
9,741
10,351
145,708
(41,324)
(24,732)
13,852
93,504
64.2%
2,973
3,798
(825)
96,477
66.2%
53,203
(+)DepreciationandAmortization
(=)FFO
MARGINOFFFO%
13,502 350
56,354 10,701
42.0%
13,852
67,055
46.0%
(825)
2,973
ConciliationofEBITDA/adjustedEBITDAandFFO/ajustedFFO
PeriodendedSeptember30,2010
(+)/()Noncurrentexpenses/(income)
3,798
(+)SWAP
(+)Financialexpensesnotpaid
(9,316)
49,055
(9,316)
49,055
(+)noncashtaxes
(=)ADJUSTEDFFO
MARGINOFAFFO%
12,647
112,538 9,876
83.8%
12,647
122,414
84.0%
25
Cash Flow
AliansceFinancial
Statements
CashFlowStatement
09/30/2010
69.62%ViaParque
09/30/2010
AliansceManagerial
Consolidated
09/30/2010
OperatingActivities
NetProfitfortheperiod
DepreciationandAmortization
Deferredincomeandsocialcontributiontax
StockOptionplan
RealEstatecreditcertificates
Fairvalueoffinancialderivativesinstruments
Straightlinerentadjustment
45,493
13,595
12,647
796
49,055
(9,316)
(5,750)
10,353
352
Resourcesfromincome
106,520
10,705 117,225
Decrease(increase)inassets
Accountsreceivableclients
Accountsreceivable
Taxesrecoverable
Advances
Othercredits
Relatedpartytransactions
(3,353)
(31,127)
28,179
(1,026)
(806)
(2,482)
(2,395)
(6,812)
536
(673)
71
30
(472)
(10,165)
(30,591)
27,506
(955)
(776)
(2,954)
(2,395)
Increase(decrease)inliabilities
Suppliers
Taxesandcontributionspayable
Deferredtaxes
Otherobligations
DeferredRevenue
Relatedpartytransactions
9,441
(8,410)
13,394
(14,340)
16,705
2,635
(543)
(576)
69
(153)
(926)
11
423
8,865
(8,341)
13,241
(14,340)
15,779
2,646
(120)
NetCashGeneratedinOperatingActivities
InvestmentActivities
112,608
3,317 115,925
Investmentsinsecurites
Investmentinproperties
Decrease(increase)oninvestments
Obligationforpurchaseofassets
Increaseofintangibleasset
(361,082)
(164,007)
1
(30,000)
(12,863)
2,231
NetCashUsedinInvestmentActivities
FinancingActivities
Capitalincrease
Stockissueexpenses
Dividendpayable
IncreaseinLoansandfinancing
DecreaseinRealEstatereceivablecertificates
AccountsreceivableCCI
450,000
(23,415)
(7,190)
45,659
(37,020)
30,000
450,000
(23,415)
(7,190)
45,659
(37,020)
30,000
NetCashGeneratedinFinancingActivities
458,034
458,034
Increase(Decrease)inCashandCashEquivalents
2,691
5,548 8,239
CashandCashEquivalentsattheendofthePeriod
CashandCashEquivalentsatthebeginningofthePeriod
12,118
9,427
7,561 19,679
2,013 11,440
IncreaseinCashandCashEquivalents
2,691
5,548 8,239
26
55,846
13,947
12,647
796
49,055
(9,316)
(5,750)
(361,082)
(161,776)
1
(30,000)
(12,863)
Balance sheet
ManagerialBalanceSheet
AliansceFinancialStatements
69.62%ViaParque
ConsolidationCrossoff
09/30/2010(*)
12/31/2009
09/30/2010(*)
12/31/2009
09/30/2010(*)
12/31/2009
12,118
415,230
32,761
4,493
2,654
2,597
2,144
471,997
9,427
47,844
32,244
3,467
1,847
30,000
3,150
127,979
1,394
6,167
2,391
38
595
10,585
903
1,110
2,258
72
68
222
4,633
1,054
145,506
182
21,094
14,303
6,730
172
1,133
1,108,915
230,535
1,529,624
2,001,621
998
145,506
958
18,699
17,783
3,314
173
1,073
946,920
217,765
1,353,189
1,481,168
50,311
50,311
60,896
52,894
52,894
57,527
43,280
66,697
12,707
4,035
7,156
11,465
145,340
35,273
11,720
21,117
4,981
37,156
7,190
7,428
124,865
91
416
472
979
130,156
391,559
55,524
31,258
50,775
10,132
3,023
66,982
3,711
743,120
81,713
410,134
50,000
31,801
48,140
9,356
12,340
55,607
36,541
735,632
916,342
(23,416)
798
1,514
25,997
42,850
67,328
9,850
MinorityInterest
71,898
TotalShareholders'Equity
1,113,161
2,001,621
Totalliabilitiesandshareholders'equity
(*)AliansceConsolidatedfinancialinformationcontemplatestheeffectsofIFRS.
ASSETS
Current
Cashandcashequivalents
Securities
Accountsreceivable
Taxesrecoverable
Advancestothirdparties
Amountsreceivable
Otherreceivables
TotalCurrentAssets
NonCurrent
Accountsreceivable
Securities
Amountsreceivable
Relatedpartytransactions
Deferredtaxes
Otherreceivables
Investments
Property,plantandequipment
Propertyforinvestments
Intangibleassets
TotalNoncurrentAssets
TotalAssets
LIABILITIES
Current
Loansandfinancing
Realestatecreditnote
Suppliers
Taxesandcontributionspayable
Obligationsforpurchaseofassets
Dividendspayable
Others
TotalCurrentLiabilities
NonCurrentLiabilities
Loansandfinancing
Realestatecreditnote
Obligationsforpurchaseofassets
Relatedpartytransactions
Deferredincome
Provisionforcontingencies
Derivativefinancialinstruments
Deferredincomeandsocialcontributiontax
Otherliabilities
TotalNonCurrentLiabilities
Shareholders'Equity
Capital
()IPOexpenses
CapitalReserve
LegalReserve
Reserveforinvestments
Accumulatedprofit(losses)
Equityevaluationadjustment
Sharesacquisitionnoncontrolling/minorityinterest
AliansceManagerialConsolidated
09/30/2010(*)
12/31/2009
13,512
421,397
35,152
4,493
2,692
2,597
2,739
482,582
10,330
48,954
34,502
3,539
1,915
30,000
3,372
132,612
(145,506)
(145,506)
(145,506)
(145,506)
(145,506)
(145,506)
1,054
182
21,094
14,303
6,730
172
1,133
1,159,226
230,535
1,434,429
1,917,011
998
958
18,699
17,783
3,314
173
1,073
999,814
217,765
1,260,577
1,393,189
22
1,044
1,066
43,280
66,697
12,798
4,035
7,156
416
11,937
146,319
35,273
11,720
21,139
4,981
37,156
7,190
8,472
125,931
1,162
1,162
1,235
1,235
(44,044)
(44,044)
(41,901)
(124)
(42,025)
130,156
391,559
55,524
31,258
50,775
11,294
3,023
22,938
3,711
700,238
81,713
410,134
50,000
31,801
48,140
10,591
12,340
13,706
36,417
694,842
466,342
2
1,514
25,997
63,169
9,052
55,528
3,227
55,528
(302)
(55,528)
40,644
(86,578)
(55,528)
34,464
(82,417)
916,342
(23,416)
798
1,514
25,997
86,721
(19,250)
9,850
466,342
2
1,514
25,997
34,162
(19,248)
9,052
54,595
620,671
1,481,168
58,755
60,896
55,226
57,527
71,898
(101,462) (103,481) 1,070,454
(145,506) (145,506) 1,917,011
54,595
572,416
1,393,189
27
Comparison of the consolidated and managerial financial statements for the periods
ended September 30, 2009 and 2010:
ConsolidatedFinancialStatements
Grossrevenuefromrentalandservices
Taxesandcontributionsandotherdeductions
Netrevenues
Costofrentalsandservices
Grossincome
Operatingincome/expenses
Administrativeandgeneralexpenses
Equityincome
DepreciationandAmortizationexpenses
Otheroperatingincome/(expenses)
3Q10/3Q09
9M10
%
(AmountsinthousandsofReais,exceptpercentages)
50,572
36,875
37.1%
145,494
(3,927)
(3,037)
29.3%
(11,250)
3Q10
9M09
9M10/9M09
%
106,524
(8,199)
36.6%
37.2%
134,244
(39,252)
94,992
(25,556)
(24,687)
(257)
(612)
98,325
(32,907)
65,418
(12,683)
(18,202)
4,684
(247)
1,082
36.5%
19.3%
45.2%
101.5%
35.6%
100.0%
4.0%
156.6%
3Q09
46,645
(13,423)
33,222
(8,121)
(7,762)
(95)
(264)
33,838
(10,720)
23,118
(3,106)
(5,975)
1,617
(76)
1,328
37.8%
25.2%
43.7%
161.5%
29.9%
100.0%
25.0%
119.9%
Financialincome/(expenses)
Netincome/(loss)beforetaxesandminorityinterest
Currentincomeandsocialcontributiontaxes
(1,245)
23,856
(2,341)
(1,264)
18,748
(2,290)
1.5%
27.2%
2.2%
(5,218)
64,218
(6,076)
(21,657)
31,078
(6,484)
75.9%
106.6%
6.3%
Deferredincomeandsocialcontributiontaxes
MinorityInterest
Netincome/(loss)fortheperiod
(3,937)
(632)
16,946
(1,532)
(1,367)
13,559
157.0%
53.8%
25.0%
(12,647)
(2,643)
42,852
847
(3,635)
21,806
1593.2%
27.3%
96.5%
9M09
9M10/9M09
%
157,028
(11,320)
145,708
120,792
(8,318)
112,474
30.0%
36.1%
29.5%
(41,324)
104,384
(24,733)
(24,688)
(257)
212
(39,446)
73,028
(14,205)
(18,160)
314
(247)
3,888
4.8%
42.9%
74.1%
35.9%
100.0%
4.0%
94.5%
ManagerialFinancialInformation
Grossrevenuefromrentalandservices
Taxesandcontributionsandotherdeductions
Netrevenues
Costofrentalsandservices
Grossincome
Operatingincome/expenses
Administrativeandgeneralexpenses
Equityincome
DepreciationandAmortizationexpenses
Otheroperatingincome/(expenses)
3Q10/3Q09
9M10
%
(AmountsinthousandsofReais,exceptpercentages)
3Q10
3Q09
54,016
(3,937)
50,079
42,169
(3,102)
39,067
28.1%
26.9%
28.2%
(13,895)
36,184
(7,949)
(7,762)
(95)
(92)
(13,767)
25,300
(6,062)
(5,939)
68
(99)
(92)
0.9%
43.0%
31.1%
30.7%
100.0%
4.0%
0.0%
Financialincome/(expenses)
(1,154)
(1,177)
2.0%
(5,083)
(21,603)
76.5%
Netincome/(loss)beforetaxesandminorityinterest
Currentincomeandsocialcontributiontaxes
27,081
(2,341)
18,061
(2,294)
49.9%
2.0%
74,568
(6,076)
37,220
(6,475)
100.3%
6.2%
Deferredincomeandsocialcontributiontaxes
MinorityInterest
Netincome/(loss)fortheperiod
(3,937)
(632)
20,171
(1,532)
(1,367)
12,868
157.0%
53.8%
56.8%
(12,647)
(2,643)
53,202
847
(3,635)
27,957
1593.2%
27.3%
90.3%
Note: Includes the consolidation of 69.62% of the investment in Via Parque Shopping and excludes Shopping
Leblons results for the financial statements dated September 30, 2009.
28
Central Tel
Fax
Internet
55 (21) 3515-9400
55 (21) 3515-9000
www.kpmg.com.br
To
The Board of Directors and Shareholders of
Aliansce Shopping Centers S.A.
Rio de Janeiro - RJ
1. We have reviewed the accounting information included in the individual Quarterly
Information - ITR of Aliansce Shopping Centers S.A. (The Company), comprising the
balance sheet and statements of operations, comprehensive income, changes in shareholders
equity and cash flows and the consolidated Quarterly Information of this Company and its
subsidiaries, comprising the consolidated balance sheet and the consolidated statements of
operations, comprehensive income, changes in shareholders equity and cash flows, both
referring to the quarter ended September 30, 2010, which includes the explanatory notes and
the performance report, which are the responsibility of its management.
2. Our review was performed in accordance with the review standards established by
IBRACON - The Brazilian Institute of Independent Auditors and the Federal Accounting
Council - CFC, which comprised, mainly: (a) inquiry and discussion with the management
responsible for the accounting, financial and operational areas of the Company and its
subsidiaries, regarding the main criteria adopted in the preparation of the Quarterly
Information; and (b) review of the information and subsequent events, which have, or may
have, a material effect on the financial and operational position of the Company and its
subsidiaries.
3. Based on our review, we are not aware of any material change that should be made to the
accounting information contained in the individual Quarterly Information of Aliansce
Shopping Centers S.A. referred to above, for them to be in accordance with accounting rules
adopted in Brazil, notably the technical pronouncement CPC 21 - Interim Financial
Reporting and rules issued by the Brazilian Securities Commission - CVM applicable to the
preparation of the Quarterly Information.
4. Based on our review we are also not aware of any material change that should be made to the
accounting information contained in the consolidated Quarterly Information of Aliansce
Shopping Centers S.A. and its subsidiaries referred to above, for them to be in accordance
with the International Financial Reporting Standards (IFRS), notably the standard IAS 34 Interim Financial Reporting, issued by International Accounting Standards Board (IASB),
and rules issued by the Brazilian Securities Commission - CVM, applicable to the preparation
of the Quarterly Information.
29
KPMG Auditores Independentes, uma sociedade simples brasileira e
firma-membro da rede KPMG de firmas-membro independentes e
afiliadas KPMG International Cooperative (KPMG International),
uma entidade sua.
5. As mentioned in explanatory note 3, during the year 2009, CVM approved several
Pronouncements, Interpretations and Technical Orientations issued by the Accounting
Pronouncements Committee (CPC) which are effective for 2010, and changed the accounting
practices adopted in Brazil. These changes were adopted by the Company and its subsidiaries
in the preparation of the individual Quarterly Information of the Company for the quarter
ended September 30, 2010 and disclosed in explanatory note 3. The individual Quarterly
Information are being restated and, therefore, are different from those originally stated by the
Company including our review report, dated November 04, 2010. The individual Quarterly
Information related to the year and period of 2009, presented for comparison purposes, were
adjusted to include the changes in accounting practices adopted in Brazil in force for 2010.
6. As mentioned in explanatory note 3, the Company and its subsidiaries started to present from
2010 on, consolidated Quarterly Information in accordance with International Financial
Reporting Standards - IFRS, notably the standard IAS 34 - Interim Financial Reporting,
issued by the IASB. The consolidated Quarterly Information of the Company and its
subsidiaries related to the year and period ended 2009, prepared in accordance with the
mentioned International Accounting Standards, are being presented for comparison purposes.
7. Our review was performed to issue a report on the review of the accounting information
included in the individual Quarterly Information of this Company as mentioned in the first
paragraph, taken as a whole. The individual and consolidated Statements of Value Added
(DVA), required by Brazilian corporate law, are not required by the International Accounting
Standards issued by the IASB and are being presented for purposes of additional analysis.
This supplementary information has been submitted to the same review procedures applied to
the accounting information included in the Quarterly Information of the Company, and based
on our review, we are not aware of any material changes that should be made for it to be in
accordance with the accounting information included in the Quarterly Information mentioned
in the first paragraph, taken as a whole.
30
Balance sheets
September 30, 2010 and December 31, 2009
(In thousands of Reais)
Note
7
8
9
9/30/2010
Re-pres.
12/31/2009
12/31/2009
12,118
415,230
32,761
4,493
2,654
2,597
2,144
9,427
47,844
32,244
23
3,467
1,847
30,000
3,127
1,989
389,023
5,489
2,679
1,725
1,250
2,597
857
1,654
22,649
5,910
3,256
687
1,088
30,000
3,137
471,997
127,979
405,609
68,381
Note
Current liabilities
Loans and financing
Real estate credit note
Suppliers
Taxes and contributions payable
Obligations for purchase of assets
Dividends payable
Other liabilities
15
16
17
18
19
9/30/2010
Re-pres.
12/31/2009
12/31/2009
43,280
66,697
12,707
4,035
7,156
11,465
35,273
11,720
21,117
4,981
37,156
7,190
7,428
32,348
20,715
2,297
338
2,205
31,825
7,336
2,025
143
7,190
1,963
145,340
124,865
57,903
50,482
130,156
391,559
55,524
31,258
50,775
10,132
3,023
66,982
3,710
81,713
440,134
50,000
31,801
48,140
9,356
12,340
55,607
6,541
4,444
75,078
49,243
2,902
3,023
44,376
59,312
3,600
24,444
90,680
54,189
2,035
12,340
41,949
54,701
6,433
743,119
735,632
241,978
286,771
916,342
(23,418)
2
1,514
25,997
798
42,850
67,297
9,850
466,342
2
1,514
25,997
63,169
9,052
916,342
(23,418)
2
1,514
25,997
798
42,850
67,297
9,850
466,342
2
1,514
25,997
63,169
9,052
Non-current liabilities
Non-current assets
Accounts receivable
Securities
Deferred income and social contribution taxes
Amounts receivable
Judicial deposits
Related party transactions
Other receivables
Investments
Investment property
Fixed assets for use
Intangible assets
9
8
22
21
10
11
13
12
14
1,054
145,506
14,271
182
21,094
6,730
172
1,108,915
1,133
230,535
998
145,506
17,783
958
18,699
3,314
173
946,920
1,073
217,765
145,506
3,655
8
4,161
541
721,296
991
59,346
145,506
6,215
8
4,920
766
618,009
982
58,542
1,529,592
1,353,189
935,504
834,948
Shareholders' equity
Capital
Expenses with issuing of shares
Capital reserve
Legal reserve
Profit reserve
Options granted exercised
Retained earnings (loss)
Equity evaluation adjustment
Transactions with shareholders
1,481,168
1,341,113
903,329
24
566,076
1,041,232
71,898
54,595
1,113,130
620,671
1,041,232
566,076
2,001,589
-
1,481,168
-
1,341,113
-
903,329
-
Non-controlling interest
2,001,589
22
23
1,041,232
Total assets
15
16
19
10
20
21
31
566,076
Statements of income
Periods ended September 30, 2010 and 2009
(In thousands of Reais, except net income per share)
9/30/2010
Re-pres.
9/30/2009
Re-pres.
9/30/2009
Re-pres.
27/01/1900
134,244
98,325
42,369
38,746
28/01/1900
(39,252)
(32,907)
(29,360)
(28,705)
94,992
65,418
13,009
10,041
(24,705)
(240)
(613)
(18,067)
4,684
(382)
1,083
(21,944)
39,657
(94)
(715)
(14,799)
43,277
(290)
(2,360)
(25,558)
(12,682)
16,904
25,828
(57,125)
51,907
(38,370)
16,713
(22,167)
38,050
(22,146)
4,451
(5,218)
(21,657)
15,883
(17,695)
64,216
31,079
45,796
18,174
(18,723)
(6,076)
(12,647)
(5,637)
(6,484)
847
(2,946)
(102)
(2,844)
3,632
3,632
45,493
25,442
42,850
21,806
42,850
2,643
21,807
3,635
42,850
-
21,806
-
45,493
25,442
42,850
21,806
Gross income
Operating income (expenses)
Administrative and general expenses
Equity in income of subsidiaries and associated companies
Legal and tax expenses
Other operating income (expenses)
29/01/1900
31/01/1900
30
02/02/1900
0.3487
0.3256
0.3487
0.3255
02/02/1900
0.3443
0.3256
0.3443
0.3255
32
Aliansce Consolidated
Nota
Net income for the period
Other comprehensive income:
Gross variation in the fair value of financial assets available for sale
Income and social contribution taxes on other comprehensive income
33
Aliansce
9/30/2010
9/30/2009
9/30/2010
9/30/2009
42,850
21,807
42,850
21,806
6,305
(2,177)
1,278
(434)
6,305
(2,177)
1,278
(434)
4,128
844
4,128
844
46,978
22,651
46,978
22,650
Aliansce Consolidated
Capital
reserve
Capital
Expenditure
with issuance
of shares
Legal
reserve
Unrealized
profit
reserve
Equity
evaluation
adjustment
Transactions with
shareholders
Retained
earnings
(loss)
Minority
interest
Total
Total
552,080
53,195
(4,371)
600,904
47,822
648,726
21,806
21,806
3,635
25,441
21,806
21,806
3,635
25,441
1,278
(434)
1,278
(434)
1,278
(434)
844
844
844
19,685
19,685
552,083
54,039
17,435
623,559
71,142
694,701
466,342
1,514
25,997
63,169
9,052
566,076
54,595
620,671
42,850
42,850
2,643
45,493
42,850
42,850
2,643
45,493
6,305
(2,177)
4,128
6,305
(2,177)
4,128
450,000
-
796
(23,416)
-
798
-
450,000
(23,416)
798
796
450,000
796
(23,416)
916,342
798
y
recorded in shareholders' equity:
Capital increase
g
recorded in shareholders' equity:
Balances at September 30, 2010 (Re-presentation)
(23,416)
6,305
(2,177)
4,128
450,000
(23,416)
798
796
428,178
798
428,178
14,660
14,660
1,514
25,997
67,297
9,850
42,850
1,041,232
71,898
1,113,130
34
9/30/2009
Dividends received
9/30/2010
9/30/2009
45,493
25,442
42,850
21,806
(5,750)
13,595
796
49,055
(9,316)
12,647
(4,739)
13,732
(4,684)
(3,276)
(18,469)
32,119
8,745
(847)
(521)
2,038
(39,657)
796
18,047
(9,316)
2,844
(1,208)
3,080
(43,277)
1,142
(18,469)
7,596
8,745
(3,632)
48,023
17,081
(24,217)
5,177
28,179
(2,482)
(1,026)
(806)
(2,395)
4,815
(753)
(1,389)
(704)
(1,328)
(137)
4,760
942
27,403
3,010
(1,038)
(162)
759
1,677
73
2,686
(759)
(609)
(6)
552
26,647
5,264
30,914
3,614
(8,410)
13,394
(14,340)
16,705
2,635
(543)
15,709
8,840
(9,463)
11,995
5,752
13,388
272
1,288
(1,093)
(2,623)
867
(4,946)
(813)
1,271
(1,191)
192
1,332
27,027
9,441
46,221
(6,235)
27,818
106,520
Increase (decrease) in assets
Trade accounts receivable
Amounts receivable
Other receivables
Recoverable taxes
Advances
Increase in judicial deposits
Related party transactions
Aliansce - BRGAAP
3,868
17,982
2,695
142,608
103,376
59,742
9,910
(184)
(163,823)
1
(361,082)
(30,000)
(12,863)
(206)
(211,675)
2,022
45,552
2,866
(2,778)
(199)
(82,605)
(360,070)
(863)
(45)
(32,889)
36,936
(182)
(567,951)
(164,219)
(443,737)
3,820
Financing activities
Capital increase
Expenditure with issuance of shares
Dividends paid
Payment of interests of loans and financing
Payment of principal of loans and financing
Payment of interest of Real Estate Credit Notes (CCI)
Payment of principal of Real Estate Credit Notes (CCI)
Loans and financing
Issue of Real Estate Credit Notes
Issuance of debentures
450,000
(23,415)
(7,190)
(5,200)
(21,624)
(28,519)
(5,180)
72,483
(3,321)
-
3
(8,583)
(92,616)
(3,377)
42,928
118,962
-
450,000
(23,415)
(7,190)
(3,327)
(20,000)
(6,861)
(5,157)
635
(357)
2
3
(5,155)
(90,000)
29,644
(1)
49,825
428,034
57,317
384,330
(15,684)
335
(1,954)
2,691
(3,526)
12,118
9,427
5,254
8,780
2,691
(3,526)
35
1,989
1,654
335
-
810
2,764
(1,954)
-
Aliansce
Consolidated - IFRS
9/30/2010
Revenues
Gross income from rental and services
Allowance for doubtful accounts
Other income
9/30/2009
Aliansce - BRGAAP
9/30/2010
9/30/2009
134,244
(1,566)
-
98,325
(1,778)
3,276
42,369
(708)
-
38,746
(861)
(1,142)
132,678
99,823
41,661
36,743
(24,442)
(8,974)
(17,644)
(37,249)
(26,862)
(6,619)
(24,939)
(23,064)
(33,416)
(54,893)
(33,481)
(48,003)
(10,812)
(13,732)
(248)
(175)
88,450
31,198
7,932
(11,435)
51,907
4,684
16,713
39,657
38,050
43,277
4,451
51,907
21,397
77,707
47,728
140,357
52,595
85,639
36,293
15,661
11,097
4,564
-
9,932
6,409
3,523
15,556
10,992
4,564
-
9,890
6,367
3,523
Taxes
Federal/Municipal
18,963
18,963
6,020
6,020
3,040
3,040
(3,342)
(3,342)
Lenders
Interest and other financial expenses
Rents
57,790
57,125
665
39,272
38,370
902
22,497
22,167
330
22,530
22,146
384
47,943
(2,629)
44,546
7,215
47,943
(2,629)
44,546
7,215
140,357
52,595
85,639
36,293
Retentions
Depreciation and amortization
36
Operations
a) Controlling interest
Aliansce Shopping Centers S.A. ("Aliansce" or "Company"), headquartered in Brazil, with
head offices in Rio de Janeiro, is a public-held company formed by the joint venture between
Renato Rique (individual) and General Growth Properties, Inc. ("GGP"), owner of shopping
malls and administrator of own and third party ventures in the United States of America that,
as strategic investigators, they have extensive experience in the development and
management of shopping centers. The principal shareholders are represented by Rique
Empreendimentos e Participaes Ltda. and GGP Brazil I L.L.C., besides an institutional
investor with a strong reputation in the financial market, GBP I Fundo de Investimento em
Participaes ("GBPFIP"), managed by GIF Gesto de Investimentos e Participaes Ltda.
("GIF Gesto").
The Company's main activity is to participate directly or indirectly in the economic
exploration of commercial centers, shopping centers and alike, and it may take part in other
companies in the capacity of partner or shareholder, as well as the render of commercial
advisory services, management of shopping centers and condominium management in
general.
37
On July 26, 2010, Albarpa Participaes Ltda, one of the Company's subsidiaries, increased
its interest in Super Shopping Osasco, by means of acquisition of the additional ideal fraction
of 2.0571% of the undertaking for the amount of R$ 1,728, increasing its interest in the
Shopping to 33.58%
On August 11, 2010, the Company sold 25% of its interest in the company Norte Shopping
Belm S.A to Cyrela Commercial Properties S.A. Empreendimentos e Participaes for the
amount of R$2,597, and the agreed amount will be entitled to monetary updating of 80% of
CDI since de signing date up to the actual payment date. Thus, the Company now holds 50%
of equity interest in the company.
Company's entities
The consolidated financial statements include information from the Company and the following
subsidiary and affiliated companies:
Equity interest
Relevant subsidiaries
Nibal Participaes Ltda.
Albarpa Participaes Ltda.
Shopping Boulevard S.A.
Shopping Boulevard Belm S.A.
Yangon Participaes Ltda.
BSC Shopping Centers S.A.
Alsupra Participaes Ltda.
Acapurana Participaes Ltda.
Manati Empreendimentos e Participaes S.A.
SCGR Empreendimentos e Participaes S.A
Haleiwa Empreendimentos Imobilirios Ltda.
2008 Empreendimentos Comerciais S.A.
RRSPE Empreendimentos e Participaes Ltda.
38
09/30/2010
12/31/2009
99.99%
99.99%
70.00%
75.00%
99.99%
100.00%
99.99%
99.99%
50.00%
50.00%
50.00%
50.00%
99.99%
99.99%
99.99%
70.00%
75.00%
99.99%
100.00%
99.99%
99.99%
50.00%
50.00%
50.00%
50.00%
99.99%
Equity interest
Relevant subsidiaries
Aliansce Estacionamentos Ltda.
Aliansce Services - Servios Administrativos Gerais Ltda
Aliansce Assessoria Comercial Ltda.
Niad Administrao Ltda.
09/30/2010
12/31/2009
99.99%
99.99%
100.00%
100.00%
100.00%
100.00%
39
3.1
40
The acquisition of non-controlling interest by the Company had the following effects:
Recognition of goodwill by means of the difference between the fair value and the book
value determined in the acquisition of investments in associated companies and
subsidiaries, with an impact in Investment property in the amount of R$57,565 and
R$9,052, respectively, as a contra entry in Shareholders' equity occurred in 2009.
Recognition of goodwill by means of the difference between the fair value and the book
value determined in the acquisition of investments in associated companies and
subsidiaries, with an impact in Investment property in the amount of R$1,208 and R$797,
respectively, as counterpart the entry in Shareholders' equity, net of tax effects, occurred
in the second quarter of 2010.
Write-off of deferred assets and elimination of the amortization of deferred charges CPC 37
The Company eliminated the net balances of deferred assets as well as the amortization of
deferred charges accounted for in net income, as follows:
-
Reversal of the net balance of deferred charges for alignment of equity valuation
adjustment in the amount of R$19,248 on January 1, 2009;and
Reversal of the amortization of deferred charges in the amount of R$3,080 in 2009 and
R$ 1,888 and R$1,657 on September 30, 2010 and 2009, respectively.
41
3.2
Shareholders' equity
Consolidated
Parent company
09/30/2010
12/31/2009
09/30/2010
12/31/2009
1,031,230
(950)
(11,510)
568,810
(950)
(13,095)
1,034,037
(15,267)
571,844
(17,079)
(4,498)
10,095
7,015
9,850
71,898
(2,619)
4,878
9,052
54,595
(4,498)
10,095
7,015
9,850
-
(2,619)
4,878
9,052
-
1,113,130
620,671
1,041,232
566,076
42
Statement of income
Consolidated
Parent company
09/30/2010
09/30/2009
09/30/2010
09/30/2009
31,037
(228)
1,888
20,919
146
1,657
30,652
1,819
18,698
1,628
(1,848)
7,547
7,097
(1,987)
4,706
(1,853)
7,015
5,217
(1,963)
3,443
45,493
25,441
42,850
21,806
a. Statement of income
Income and expenses are recognized on the accrual basis.
Revenue from services rendered is recognized in the statement of income in proportion to the
stage of completion of the service. Income is not recognized if there are significant
uncertainties as to its realization.
With the adoption of CPC 06 - Lease operations, operating rental revenue started being
recognized by the straight-line method, based on the terms of rental agreements.
43
b. Accounting estimates
The preparation of the financial statements in accordance with accounting practices adopted
in Brazil requires that Company's Management uses its judgment in determining and
recording accounting estimates. Assets and liabilities subject to these estimates and
assumptions include, when applicable, provision for impairment of assets, allowance for
doubtful accounts, deferred tax assets, provision for contingencies, and measurement of
financial instruments. The settlement of transactions involving these estimates may result in
significantly different amounts due to the lack of precision inherent to the process of their
determination. The Company reviews the estimates and assumptions at least once a year.
c. Financial instruments
Non-derivative financial instruments include interest earning bank deposits, investments in
debt and equity instruments, accounts receivable and other receivables, including cash and
cash equivalents, loans and financing, as well as other accounts payable and other debts.
Non-derivative financial instruments are initially recognized at fair value plus, for
instruments that are not stated at fair value through profit or loss, any directly attributable
transaction costs. After the initial recognition, the non-derivative financial instruments are
measured as described below.
44
45
Investments
Investments in subsidiary and affiliated companies with interest in voting capital higher than
20% or with significant influence are assessed on the equity method of accounting, plus
goodwill or deducted from negative goodwill on appreciation of assets, when applicable.
Other investments that do not fit into the category above are stated at cost of acquisition, less
the provision for devaluation, when applicable.
46
Intangible assets
Goodwill based on the expected future profitability was reclassified from the investments
accounts group to the intangible assets specific accounts group.
Intangible assets acquired separately are measured upon the initial recognition at cost and,
subsequently, deducted from accumulated amortization and impairment losses, when
applicable. Goodwill arising from acquisitions of investments carried out up to December 31,
2008, which has future profitability as its economic basis, was amortized on a straight-line
basis for ten years, since the dates of operations which gave rise to them accordingly. As
from January 1, 2009, they are no longer amortized, and are submitted to an annual
impairment test (Note 14).
Asset impairment
Property, plant and equipment, intangible and deferred assets are subjected to an impairment
test, at least on an annual basis, in case there are indicators of loss of value. Intangible assets
with undefined useful life are subjected to an impairment annually regardless of whether
there are indicators of any loss.
47
h. Provisions
Are recognized in the balance sheet when the Company has a legal or constructive obligation
as a result of a past event, and it is probable that an outflow of economic benefits will be
required to settle the obligation. Provisions are recorded considering the best estimates of the
risk involved.
48
Segment information
The segment information is divided into: (i) Shopping Center activities divided up into rent and
parking; and (ii) rendering of services.
49
For management purposes, Aliansce is divided into business units, based on the shopping center
operation and the service rendering operation. The operating segments to be reported are
established as follows:
Shopping center: comprises the activities that are associated with the shopping center
entrepreneur, and was divided up into due to the peculiarity and the type of these operations:
-
Rent: refers to the operating leases of the shopping centers classified as investment
property by the Company. It is worth emphasizing that the segment includes rent,
assignment of usage rights (CDU) and transfer fee revenue;
Parking lot: refers to the exploration of the parking area of the shopping center;
Rendering of services: involves the trading, rental and condominium management and
incorporation/planning services developed in shopping centers and third parties.
50
Revenues and costs among subsidiary companies and affiliates are eliminated at the time of the
consolidation.
09/30/2010
09/30/2009
Shopping
Shopping
Rent +
Items
Net revenue
Cost
Parking
Parking
lot
lot
Rent
101,500
(27,531)
Rent +
Services
Parking
Parking
Total
Rent
lot
lot
Services
Total
14,857
116,357
17,887
134,244
76,311
7,909
84,220
14,105
98,325
(8,041)
(35,572)
(3,680)
(39,252)
(25,323)
(3,980)
(29,303)
(3,604)
(32,907)
6,816
80,785
94,992
50,988
3,929
54,917
10,501
65,418
Gross income
(loss)
73,969
14,207
Aliansce
09/30/2010
12/31/2009
09/30/2010
12/31/2009
12,118
9,427
1,989
1,654
The Company includes in the item "Cash and cash equivalents", cash in hand and bank deposits.
Interest earning bank deposits of the Company and its subsidiaries are stated in the caption
"Securities", as Management considers they do not fall under the definition of cash and cash
equivalents pursuant to CPC 03 - Statement of cash flows. The exposure to interest rate risks and
a sensitivity analysis of financial assets and liabilities are disclosed in Note 25.
51
Securities
Aliansce Consolidated
09/30/2010
Agribusiness Credit Bills (LCA) (a)
Bank Deposit Certificates (CDB) (b)
Fixed Income Fund (c)
Debentures (d)
Shop FI Renda Fixa Crdito Privado (e):
Post-fixed CDB
Post CDB - Early settlement
Open debenture
Government bonds - LFT
Financial bills
(-) Management fee
Fundo de Investimento Imobilirio Via
Parque Shopping (FIIVPS) (f)
Current
Non-current
9,175
5,939
5,699
18,391
104,352
67,041
172,060
7,617
25,055
(99)
Aliansce
12/31/2009
11,381
668
5,013
30,782
-
09/30/2010
12/31/2009
17,329
1,450
5,013
16,186
103,150
66,268
170,077
7,529
24,767
(97)
145,506
145,506
145,506
145,506
560,736
193,350
534,529
168,155
415,230
145,506
47,844
145,506
389,023
145,506
22,649
145,506
(*)Breakdown of the portfolio of exclusive Investment Fund Shop FI Renda Fixa Crdito Privado.
The Company has financial assets classified as investments held for trading and accordingly,
these are measured at fair value by means of net income with the purpose of short-term sale in the
business opportunity that generates the highest yield of the funds. Such investments have interest
rates of 98.0% to 101.4% of the CDI with maturity during 2011 and 2012.
52
Remuneration
Maturity
104% to 110% of
CDI
101% to 107% of
CDI
103.2% to 105.0%
of CDI
SELIC
October to April
2011
October 2010 to
May 2013
November 2010
to June 2011
September 2010
to March 2015
106% of CDI
July to
September 2012
% SE
9/30/2010
27.8%
104,352
17.8%
67,041
45.7%
172,060
2.0%
7,617
6.7%
25,055
100.0%
376,125
Financial institutions:
Post-fixed CDB
Post-fixed CDB - Early
settlement
Open debenture
Government bonds - LFT
Financial bills
(99)
Total
100.0%
53
376,026
The Company aims to manage its cash seeking a perfect balance between liquidity and
profitability, considering the investment plan for the next years. In order to pave the way for our
strategy, we followed the guidelines as set out below:
Liquidity
% SE
09/30/2010
Daily
1 to 90 days
91 to 180 days
180 days +
72.3%
10.0%
10.9%
6.8%
271,773
37,683
41,116
25,553
100.0%
376,125
Total
Invest the Company's funds in prime financial institutions and government bonds with
investment grade minimum rating issued by the largest global rating agencies (Moodys,
Austin, S&P, Fitch).
12/31/2009
1,476,354
69.62%
1,476,354
69.62%
145,506
(6,304)
6,304
196,849
(22,861)
(33,440)
4,958
145,506
145,506
54
Accounts receivable
Aliansce Consolidated
09/30/2010
12/31/2009
09/30/2010
12/31/2009
33,644
33,406
5,612
6,000
2,216
5,572
2,846
5,110
207
276
41,432
41,362
5,819
6,276
(7,617)
(8,120)
(330)
(366)
33,815
33,242
5,489
5,910
32,761
1,054
32,244
998
5,489
-
5,910
-
Current
Non-current
Aliansce
Estimated impairment losses in relation to receivables are formed based on the evidence of
impairment both individually and on an aggregate basis. All significant receivables are assessed
for impairment. All the receivables are material on an individual basis, identified as non-impaired
on an individual basis are collectively assessed for any impairment loss not yet identified.
Receivables that are not individually significant are assessed on an aggregate basis in relation to
impairment by grouping receivables with similar risk characteristics.
When assessing impairment on an aggregate basis the Company makes use of historical trends of
probability of default, the recovery term and the amounts of losses incurred, adjusted to reflect
the management's judgment in relation to the assumptions, if the current economic and credit
conditions are such that the actual losses will be higher or lower than those suggested by
historical trends.
55
Aliansce
09/30/2010 12/31/2009
09/30/2010 12/31/2009
Falling due
Overdue up to 90 days
Overdue from 91 to 180 days
Overdue from 181 to 360 days
Overdue over 360 days
24,019
2,674
2,098
4,762
7,879
26,767
2,588
1,165
3,255
7,587
4,044
548
364
514
349
5,097
273
108
307
491
Total
41,432
41,362
5,819
6,276
The movement in allowance for impairment loss in relation to receivables during the year was as
follows:
Aliansce Consolidated
Aliansce
09/30/2010
12/31/2009
09/30/2010
(8,120)
1,124
(6,863)
1,872
(366)
744
1,088
(621)
(3,129)
(708)
(1,454)
(7,617)
(8,120)
(330)
(366)
56
12/31/2009
10
Consolidated
Subsidiaries:
Aliansce Shopping Centers S.A.
Aliansce Ass. Comercial Ltda.
Shared control:
Shopping Iguatemi Salvador
Shopping Taboo
Santana Parque Shopping
Shopping Grande Rio
Shopping Campina Grande
Boulevard Shopping Braslia
Other
FIIVPS
Affiliates:
Colina Shopping Centers Ltda.
Administradora Carioca Ltda.
C.P. Center Osasco
Expoente 1000
Other related parties:
Individuals
Carrefour
Amrica Futebol Clube
Multiplan
NRG Empreendimentos Ltda.
Status
Other
12/31/2009
Noncurrent
assets
Non-current
liabilities
Transaction/
Result
Non-current
assets
Non-current
liabilities
Transaction/
Result
4,084
1,103
4,375
1,585
739
(1,280)
(582)
(366)
(236)
(226)
(1,064)
(1,433)
808
(1,627)
(731)
(345)
(246)
(333)
(214)
(786)
(1,678)
83
28
279
(1,325)
-
43
176
22
274
(2,610)
-
3,908
4,534
3,994
5,975
1,554
(29,859)
(74)
-
85
3,908
3,984
3,994
5,000
405
(29,117)
(74)
-
21,094
(31,258)
18,699
(31,801)
57
09/30/2010
12/31/2009
Non-current
Non-current
Non-current
Non-current
assets
liabilities
assets
liabilities
27
111
-
(17,927)
(10,003)
(7,813)
(338)
(850)
(11,742)
(567)
-
5
27
809
(15,000)
(10,003)
(15,556)
(338)
(700)
(850)
(11,742)
-
3,994
85
-
Parent company
Subsidiaries:
Boulevard Shopping Belm S.A.
Yangon Participaes Ltda.
Nibal Participaes Ltda.
SDT 3 Centro Comercial Ltda.
Acapurana Participaes Ltda.
RRSPE Empreendimentos e Participaes Ltda.
Albarpa Participaes Ltda.
2008 Empreendimentos Comerciais S.A.
Aliansce Assessoria Comercial Ltda.
FIIVPS
Other related parties:
NRG Empreendimentos Ltda.
Individuals
Other
3,994
29
4,161
58
(3)
(49,243)
4,920
(54,189)
The main balances of assets and liabilities on September 30, 2009 and December 31, 2009 as
well as transactions that have influenced the income for the periods, related to operations with
related parties, resulted from transactions between the Company, jointly-controlled subsidiaries,
subsidiaries, associated companies and other related parties, as follows:
On September 30, 2008, the Company leased the notional fractions belonging to Nibal, its
wholly-owned subsidiary (that holds 41.59% of Condomnio Naciguat and 38.0% of
Shopping Taboo), and became the receiver of their revenues by means of a transaction
which resulted in the Company's first CCI issuance, of R$ 200,000, as disclosed in Note16;
The liability balance of Aliansce with Albarpa refers to the loan operation with Barpa
(company merged by Albarpa on December 31, 2009), with no remuneration and no
maturity, whose funding occurred up to December 2009, in the amount of R$11,742 on
September 30, 2011 (Dec/09: R$11,742);
The liability balance of Aliansce with Yangon Participaes Ltda. (Yangon) refers to the
loan operation, with no remuneration and no maturity, entered into both companies, whose
funding occurred between the period from December 2009 to June 2010, the value of which
was R$10,003 (Dec/09: R$10,003);
The liability balance of Aliansce with Boulevard Belm refers to the loan operation, with
remuneration of TR + 12.3561% p.a. and no maturity, entered into both companies, whose
funding occurred in February 2009, in the amount of R$17,927 on September 30, 2010
(Dec/09: R$15,000);
On February 27, 2009 Matisse leased the notional fractions of Shopping Boulevard Belm
belonging to Boulevard Belm S.A, and became the receiver of its rental revenues by means
of a transaction which resulted in the Company's CCI issuance, of R$150,000, as disclosed in
Note 16;
59
On September 30, 2010 and December 31, 2009, Aliansce has credits with NRG
Empreendimentos Ltda in the amount of R$3,994 regarding investments made in the
acquisition of Boulevard Shopping S.A.;
As mentioned in Note 23, in 2009 the Company issued R$49,632 million in debentures under
the same contractual conditions as the CRI operation entered into Boulevard Belm and
Matisse, acquired in its entirety by Boulevard Belm.
As mentioned in Note 19(2), on September 30, 2010, Boulevard Shopping has a liability with
Amrica Futebol Clube resulting from purchase of land in the amount of R$ 4,534;
The subsidiary Boulevard Belm has a positive balance in the amount of R$5,975 on
September 30, 2010 (Dec/09: R$ 5,000) related to a loan, remunerated at TR + 12.3561% p.a.
with no maturity, Status Construes Ltda;
The transactions/results refer to the management fee charged from the condominiums by the
administrators Aliansce and Niad, which correspond to a monthly fixed amount of,
approximately, R$20 per condominium (December 2009: R$20), or 5% of the monthly
budget of the condominium. Furthermore, it contemplates any amounts payable charged by
the administrators upon the expansion of the shopping malls;
The positive balances with Amrica Futebol Clube (MG) and Carrefour refer to advances
made on account of the construction of the Boulevard Shopping building in Belo Horizonte,
Minas Gerais; and
60
Moreover, the Company has a share-based compensation policy, as disclosed in Note 34.
The Company does not have a long-term employee benefit policy.
There are no key employees from management at the subsidiaries of the Company
11
Investments
Aliansce Consolidated
Aliansce
09/30/2010
12/31/2009
09/30/2010
12/31/2009
Investments
Goodwill
172
-
173
-
648,866
72,462
543,757
74,252
Total
172
173
721,328
618,009
a. Subsidiaries
Investment in
undertakings/shopping
centers
Subsidiaries/Jointly
controlled subsidiaries
Investment of
the Company
99.99%
Investment in
undertakings/
shopping
Investee
business activity
09/30/2010
12/31/2009
Shopping Boulevard
Belm S.A.
75.00%
75.00%
Owner company
of 100.0% of Shopping
Boulevard Belm.
75.00%
75.00%
Shopping Center
41.59%
41.59%
Shopping Center
Acapurana
Participaes Ltda.
99.99%
99.99%
Owner company
of 50% of Santana Parque
Shopping
61
Investment in
undertakings/shopping
centers
Subsidiaries/Jointly
controlled subsidiaries
Yangon Participaes
Ltda.
SCGR Empreendimentos
e Participaes S.A. (1)
Albarpa Participaes
Ltda.
Alsupra Participaes
Ltda.
Investment of
the Company
99.99%
10.00%
99.99%
99.99%
Investee
business activity
Investment in
undertakings/
shopping
09/30/2010
12/31/2009
Shopping Taboo
38.00%
38.00%
Shopping Center
44.58%
44.58%
Commercial space
30.52%
30.52%
Shopping Center
56.51%
56.51%
Shopping Center
SCGR Empreendimentos e
Participaes S.A. (1)
40.00%
40.00%
Owner company
of 50% of Shopping
Grande Rio
100.00%
100.00%
Commercial space
50.00%
50.00%
Shopping Center
Carioca Shopping
40.00%
40.00%
Shopping Center
Caxias Shopping
40.00%
40.00%
Shopping Center
Supershopping Osasco
33.58%
31.52%
Shopping Center
30.00%
30.00%
62
Shopping Center
Investment in
undertakings/shopping
centers
Investee
business activity
Investment of
the Company
Investment in
undertakings/
shopping
09/30/2010
12/31/2009
76.44%
100.00%
100.00%
Shopping Center
RRSPE
Empreendimentos e
Participaes Ltda.
99.99%
14.98%
14.98%
Shopping Center
2008 Empreendimentos
Comerciais (1)
50.00%
100.00%
100.00%
Shopping Center
BSC Shopping
Centers S.A.
70.00%
Bangu Shopping
100.00%
100.00%
Shopping Center
38.00%
Manati Empreendimentos
e Participaes (1)
50.00%
Shopping Santa
rsula
75.00%
75.00%
Shopping Center
NIAD Administrao
Ltda.
100%
50.00%
50.00%
Manager of Shopping
Centers
Aliansce Assessoria
Comercial Ltda.
100%
Subsidiaries/Jointly
controlled subsidiaries
63
Investment in
undertakings/shopping
centers
Investee
business activity
Investment of
the Company
Investment in
undertakings/
shopping
09/30/2010
12/31/2009
100%
Aliansce Estacionamentos
Ltda.
100%
Subsidiaries/Jointly
controlled subsidiaries
Haleiwa
Empreendimentos
Imobilirios Ltda. (1)
50.00%
100.00%
100.00%
Shopping Center
50.00%
100.00%
Shopping Center
Degas Empreendimentos
e Participaes S.A.
99.99%
Rodin Empreendimentos
e Participaes S.A.
99.99%
Renoir Empreendimentos
e Participaes S.A.
99.99%
(1)
SCGR, SDT3, 2008 Empreendimentos, Manati, Colina and Haleiwa, Norte Shopping and CDG are consolidated by the
proportional consolidation method since they are joint-controlled subsidiaries.
(2)
The wholly-owned subsidiaries Barpa Empreendimentos and Participaes Ltda e Supra Empreendimentos e Participaes Ltda.
were taken over by Albarpa Participaes Ltda. on December 31, 2009.
64
(3)
On September 30, 2010, the Company subscribed and paid up 61,837 new shares shares of Boulevard Shopping S.A. in the
amount of R$35,000, increasing its interest in the company from 70% to 76.44% of Boulevard Shopping S.A. equity capital. The
Company returned its original interest in the partnership after the partial spin-off of the Subsidiary and respective share swap of
Boulevard and Degas between Aliansce and NFM, as disclosed in subsequent events.
The amount of R$ 10,315 recorded in 2009 represents the balance of equity at the companies
Cencom S/A and Frascatti Investimentos Imobilirios Ltda. The Company recognized equity
of R$ 39,657 up to September 30, 2010 (2009: R$ 57,309) in income of associated
companies, subsidiaries and joint ventures.
The Company did not receive any dividends from firms registered by the equity method of
accounting up to September 30, 2010 (2009: R$ 3,936). The Parent Company received R$
17,982 in dividends from companies registered by the equity method of accounting (2009:
R$ 31,788).
None of the firms accounted for by the equity method have their shares traded on a stock
exchange, which are listed at Bolsa de Valores, Mercadorias e Futuros de So Paulo
(BOVESPA) - Sao Paulo Stock, Commodities and Futures Exchange.
The charts below present a summary of the financial information at subsidiaries, associated
companies and joint ventures.
65
Interest %
Shareholders'
equity
Capital
Income or
loss
Equity
come (loss)
100.00%
100.00%
70.00%
100.00%
70.00%
100.00%
100.00%
50.00%
10.00%
50.00%
50.00%
100.00%
100.00%
100.00%
32.69%
38.00%
95,450
92,540
105,412
46,409
75,399
73,902
25,414
53,626
24,526
27,464
32,004
6,887
1,149
630
53,130
387
81,228
93,145
14,229
42,559
72,237
72,565
24,792
51,336
18,826
27,846
15,001
6,442
10
100
8,765
79
13,093
4,063
1,168
7,850
8,701
5,514
1,381
(1,896)
7,282
292
(2,332)
931
542
930
10,171
39
13,093
4,063
817
7,850
6,090
5,514
1,381
(982)
728
146
(1,166)
931
542
930
3,325
15
714,329
529,160
57,729
43,277
Total
(1)
66
Company
Nibal Participaes Ltda.
Albarpa Participaes Ltda.
Shopping Boulevard S.A.
Yangon Participaes Ltda.
BSC Shopping Centers S.A.
Alsupra Participaes Ltda.
Manati Empreendimentos e Participaes
SCGR Empreendimentos e Participaes S.A.
Haleiwa Empreendimentos Imobilirios Ltda.
2008 Empreendimentos Comerciais S.A.
RRSPE Empreendimentos e Participaes Ltda.
Aliansce Assessoria Comercial Ltda.
Niad Administrao Ltda.
Aliansce Services Ltda.
Aliansce Estacionamentos Ltda.
SDT 3 Centro Comercial Ltda.
Norte Shopping Belm
Degas Empreendimentos e Participaes S.A.
Rodin Empreendimentos e Participaes S.A.
Renoir Empreendimentos e Participaes
S.A.
Income or
income
Interest %
equity
Capital
loss
(loss)
100.00%
100.00%
70.00%
100.00%
70.00%
100.00%
50.00%
10.00%
50.00%
50.00%
100.00%
100.00%
100.00%
100.00%
100.00%
38.00%
50.00%
99.99%
99.99%
132,436
122,388
168,548
49,988
121,135
36,869
64,854
27,458
30,096
34,810
7,430
1,292
786
924
79
137
15,176
1
1
81,228
118,026
169,561
42,559
110,257
30,401
51,336
18,827
28,905
15,001
6,442
10
100
803
10
78
13,806
1
1
9,849
7,628
3,933
9,026
13,757
(2,585)
(1,130)
8,216
1,436
192
977
397
1,050
121
69
58
(696)
(1)
(1)
9,849
7,628
2,753
9,026
9,630
(2,585)
(565)
822
718
96
977
397
1,050
121
69
22
(348)
(1)
(1)
99.99%
(1)
(1)
814,409
687,353
52,295
39,657
Total
The chart above presents a summary of the financial information at subsidiary and associated
companies and joint ventures. In observance to CPC 43, the Company adjusted the equity in
the income of its associated companies at Aliansce, in order to reflect the interest
capitalization effect on loans recognized in the consolidated financial statements (CPC 20).
67
c. Movement of investments
Aliansce - September 30, 2010
Company
Nibal Participaes Ltda.
Albarpa Participaes Ltda.
Shopping Boulevard S.A.
Yangon Participaes Ltda.
BSC Shopping Centers S.A.
Alsupra Participaes Ltda.
Manati Empreendimentos e Participaes
SCGR Empreendimentos e Participaes S.A.
Haleiwa Empreendimentos Imobilirios Ltda.
2008 Empreendimentos Comerciais S.A.
RRSPE Empreendimentos e Participaes Ltda.
Aliansce Assessoria Comercial Ltda.
Niad Administrao Ltda.
Aliansce Services Ltda.
Aliansce Estacionamentos Ltda.
SDT 3 Centro Comercial Ltda.
Norte Shopping Belm
Degas Empreendimentos e Participaes S.A.
Rodin Empreendimentos e Participaes S.A.
Renoir Empreendimentos e Participaes S.A.
Balance on
12/31/2009
Additions/
(Write-offs)
Equity
income
(loss)
Dividends
Balance at
09/30/2010
120,083
115,763
102,536
47,261
80,874
9,053
31,083
2,074
13,939
12,937
6,854
885
385
30
-
5,357
797
35,000
1,263
30,400
1,909
390
893
10
803
10
6,602
-
9,849
7,628
2,753
9,026
9,630
(2,585)
(565)
822
718
96
977
397
1,050
121
69
22
(348)
(1)
(1)
(1)
(2,850)
(1,800)
(6,300)
(5,832)
(150)
(400)
(650)
-
132,439
122,388
140,289
49,987
85,935
36,868
32,427
2,746
15,047
13,926
7,431
1,292
785
924
79
52
6,254
(1)
(1)
(1)
543,757
83,434
39,657
(17,982)
648,866
68
12
12/31/2009
Rate
p.a.
Initial
cost
Addition
s
Write
-off
Transf.
Cost
Acc.
deprec.
Net
amount
Net amount
20%
10%
10%
10%
-
1,256
195
18
433
1
152
47
12
59
-
(5)
-
1,403
242
30
492
1
(779)
(67)
(3)
(186)
-
624
175
27
306
-
630
145
16
280
8
(6)
1,903
270
(5)
2,168
(1,035)
1,133
1,073
Parent company
09/30/2010
12/31/2009
Rate
p.a.
Initial
cost
Additions
Write
-off
Transf.
Cost
Accum.
depr.
Net
amount
Amount
liquid
20%
10%
10%
10%
912
110
14
309
126
21
55
(5)
-
1,033
131
14
364
(455)
(32)
(2)
(62)
578
99
12
302
601
88
13
280
1,345
202
(5)
1,542
(551)
991
982
69
13
Investment property
Investment properties refer to the business ventures maintained by them under operating lease.
The Company's investment properties refer to the shopping centers already built and to the
shopping centers under development.
The Company also disclosed that interest capitalization was recorded in the period from January
to September 2010 and in the year 2009 by the adoption of CPC 20 - Capitalization of interest for
assets under construction. In the table below, the compound interest recorded in the investment
properties, allocated to each venture.
The adoption of ICPC 10, dealing specifically with the review of assets' useful lives, was
performed prospectively and the adjustments recognized as from January 1, 2010.
We present below the table of reconciliation investment property:
Aliansce Consolidated
Cost
Accumulated
depreciation
Appreciation
of assets
Total
879,926
(67,026)
134,020
946,920
Additions
Addition through interest capitalization
(CPC 20)
Fair value of assets - Business
combination
165,828
(13,012)
152,817
10,753
10,753
1,208
1,208
(2,783)
(2,783)
1,056,507
(80,038)
132,445
1,108,915
Depreciation
Balance at September 30, 2010
In the first nine months of 2010, Company's investments totaled R$ 165,828 with Greenfields and
Expansions Capex.
70
14
Intangible assets
Consolidated
12/31/200
9
09/30/2010
Useful life
Initial
cost
Additions
/Writeoffs
Cost
Acc.
amortization
Net
amount
Net
amount
Undefined
Undefined
Undefined
Undefined
Undefined
30,000
14,416
4,266
4,160
-
11,809
526
30,000
14,416
16,075
4,160
526
30,000
14,416
16,075
4,160
526
30,000
14,416
4,266
4,160
-
Undefined
Undefined
Undefined
Undefined
36,630
9,708
107,888
1,242
36,630
9,708
107,888
1,242
36,630
9,708
107,888
1,242
36,630
9,708
107,888
1,242
Undefined
6,638
6,638
(24)
6,614
6,638
Undefined
Undefined
5 years
2,588
5
224
174
354
2,762
5
578
(69)
2,762
5
509
2,588
5
224
217,765
12,863
230,628
(93)
230,535
217,765
71
Aliansce
09/30/2010
12/31/2009
Useful life
Initial
cost
Additions
Cost
Accum.
amortization
Net
amount
Net amount
Undefined
Undefined
Undefined
Undefined
Undefined
Undefined
5 years
30,000
14,416
4,266
4,160
5,523
177
526
337
30,000
14,416
4,266
4,160
526
5,523
514
(59)
30,000
14,416
4,266
4,160
526
5,523
325
30,000
14,416
4,266
4,160
5,523
177
58,542
863
59,405
(59)
59,346
58,542
(1)
Refers to the right to use the parking lots of Santa rsula and Iguatemi Salvador shopping centers, and do not have an expiry
date; therefore, they are not amortized.
(2)
Refers to the right to build acquired by Shopping Boulevard S.A, that belongs to the company Deciso Empreendimentos e
Construes Ltda. Additionally, the transfer of the right to build is regulated by Law 7,165, of August 27, 1996 and Decree
9,616, of June 26, 1998.
The goodwill based on future returns do not have a calculable useful life, and hence are not
amortized. The Company tests these assets' recoverable value annually by mean of an impairment
test.
The rights to exploit parking facilities have no expiry terms, and for this reason the Company
does not define a useful life for these assets. The Company tests these assets' recoverable value
annually by mean of an impairment test.
The other intangible assets with defined useful life are amortized by the straight-line method
based on the table above.
72
The goodwill amounts calculated for interest in entities are based on the expectation of future
profitability of the acquired asset. These assets were amortized up to December 31, 2008 and, as
from January 1, 2009, were no longer amortized.
15
Financial institution
Borrowing company
Maturity
Index
Effective rate
rate
In local currency:
Unibanco
Banco do Brasil
Bradesco
BNB
Ita BBA/BNDES
Ita BBA/BNDES
Bradesco
Safra
ABN AMRO Real
Aliansce
Aliansce
Albarpa
Nibal
SCGR
SCGR
Boulevard Shopping
Nibal
Boulevard Shopping
November 2011
December 2010
December 2018
April 2013
June 2015
March 2017
November 2021
December 2015
April 2013
CDI +
TR +
TJLP +
TJLP +
TR +
IGP DI
TJLP +
1.87%
12.95%
10.80%
10.00%
4.95%
4.45%
11.39%
5.70%
Aliansce consolidated
Current liabilities
Secured bank loans:
Bradesco - Albarpa
BNB
Ita BBA/BNDES
Bradesco - BH
ABN AMRO Real
73
09/30/2010
12/31/2009
1,684
1,130
692
7,101
123
164
1,971
960
114
Aliansce consolidated
09/30/2010
12/31/2009
Current liabilities
Unsecured bank loan:
Safra
Banco Unibanco
Banco ABC Brasil
Banco do Brasil
202
26,782
5,566
239
26,750
75
5,000
Total current
43,280
35,273
15,224
1,752
3,351
104,501
193
16,728
1,752
3,534
34,200
295
691
4,444
759
24,445
Total non-current
130,156
81,713
Grand total
173,436
116,986
Non-current liabilities
Secured bank loan:
Bradesco - Albarpa
BNB
Ita BBA/BNDES
Bradesco - BH
ABN AMRO Real
Unsecured bank loan:
Safra
Banco Unibanco
74
Aliansce
09/30/2010
12/31/2009
5,566
26,782
5,075
26,750
Total current
32,348
31,825
Non-current liabilities
Unsecured bank loan:
Banco Unibanco
4,444
24,444
Total non-current
4,444
24,444
36,792
56,269
Grand total
2010
2011
2012
2013
2014
2015
After 2015
75
09/30/2010
12/31/2009
13,467
36,221
14,822
14,003
13,593
13,284
68,046
35,273
26,318
7,239
6,666
6,383
6,238
28,869
173,436
116,986
We wish to inform you that the Company discloses the sensitivity analysis of the financial
instruments in note 25, for better evidencing of their behavior.
There are no covenants associated with the Company's loans.
16
12/31/2009
Current liabilities
Secured Real Estate Credit Note
CCI - Aliansce - R$ 70,000 (3)
CCI - Aliansce - R$ 30,000 (4)
CCI - Nibal - R$ 200,000 (1)
CCI - Belm - R$ 150,000 (2)
(-) Issuance cost
14,733
6,313
4,985
40,997
(331)
7,593
4,127
-
Total current
66,697
11,720
Non-current liabilities
Secured Real Estate Credit Note
CCI - Aliansce - R$ 70,000 (3)
CCI - Aliansce - R$ 30,000 (4)
CCI - Nibal - R$ 200,000 (1)
CCI - Belm - R$ 150,000 (2)
(-) Issuance cost
54,632
23,485
196,045
140,847
(23,450)
63,000
30,000
199,509
165,715
(18,090)
Total non-current
391,559
440,134
3,023
12,340
461,279
464,194
76
Aliansce
09/30/2010
12/31/2009
Current liabilities
Secured Real Estate Credit Note
CCI - Aliansce - R$ 70,000 (3)
CCI - Aliansce - R$ 30,000 (4)
(-) Issuance cost
14,733
6,313
(331)
7,593
(257)
Total current
20,715
7,336
Non-current liabilities
Secured Real Estate Credit Note
CCI - Aliansce - R$ 70,000 (3)
CCI - Aliansce - R$ 30,000 (4)
(-) Issuance cost
54,632
23,485
(3,039)
63,000
30,000
(2,320)
Total non-current
75,078
90,680
3,023
12,340
98,816
110,356
77
R$ 200,214
120 months
Asset - Aliansce
13% p.a.
Liability - Aliansce
10.80% p.a. + TR
Analogously to the assignment of CCIs and through a private instrument of fiduciary release,
Nibal assigned to Cibrasec the rights and obligations of the swap contract on the same date of
conclusion of the operation. In September 30, 2010, the amount of this derivative financial
instrument is R$ 3,023 (Dec/2009: R$12,340).
78
2010
2011
2012
2013
2014
2015
After 2015
09/30/2010
12/31/2009
4,764
11,698
16,650
19,672
23,171
27,158
97,917
4,127
14,836
16,650
19,672
23,171
27,158
98,022
201,030
203,636
During the transaction's first two years, the agreement provides payment of small
installments of principal and six-monthly interest. As of October 2010, the principal and
interest payments will comply with a schedule defined contractually.
Considering the costs for structuring this transaction, the transaction effective interest rate is
TR + 11.3562% p.a.
79
80
12/31/2009
41,677
10,801
11,431
14,162
15,588
88,185
25,471
10,801
11,431
14,162
15,588
88,262
181,844
165,715
81
Considering the costs for structuring this transaction, the transaction effective interest rate is
IPCA + 10.79% p.a.
The CCI's disbursement is scheduled as follows:
2010
2011
2012
2013
2014
2015
After 2015
09/30/2010
12/31/2009
6,822
10,429
9,504
8,660
7,892
7,191
18,867
7,593
12,212
8,593
7,829
7,135
6,502
20,729
69,365
70,593
82
12/31/2009
2,933
4,455
4,060
3,699
3,371
3,072
8,208
4,223
3,815
3,474
3,166
2,885
12,437
29,798
30,000
2010
2011
2012
2013
2014
2015
After 2015
We wish to inform you that the Company discloses the sensitivity analysis of the financial
instruments in note 25, for better evidencing of their behavior.
There are no covenants associated with the Company's loans.
17
Suppliers
Aliansce Consolidated
Aliansce
09/30/2010
12/31/2009
09/30/2010
12/31/2009
6,139
6,568
18,265
2,852
1,562
735
1,695
330
12,707
21,117
2,297
2,025
The Company's exposure to currency and liquidity risks related to accounts payable to suppliers
is disclosed in note 25, in which the Company addresses Financial Instruments.
83
18
COFINS
PIS
ISS
Income tax
Social contribution
Other
19
Aliansce
09/30/2010
12/31/2009
09/30/2010
12/31/2009
1,138
246
214
1,676
625
136
1,249
271
53
2,431
913
64
105
23
85
70
32
23
95
21
27
4,035
4,981
338
143
Current
Non-current
84
09/30/2010
12/31/2009
7,156
55,524
37,156
50,000
62,680
87,156
7,156
55,524
37,156
50,000
(1) Liability with Amrica Futebol Clube regarding the acquisition of property in Belo Horizonte
on which Boulevard Shopping Belo Horizonte is being built. Contractually, this liability has
no inflation updating. The discussions involved credits with Amrica totaling R$ 2,300, in
addition to handing over a property in Contagem - Minas Gerais to Amrica Futebol Clube
worth R$ 1,250, and a promise of the future delivery of areas / stores in the shopping mall to
Amrica, which should take place in 2012. The total amount of the transaction was R$ 9,455.
(2) Liability assumed by Alsupra with Joo Fortes Engenharia, arising from the purchase of a
30% interest in the equity capital of BSC Shopping Center S.A. for R$ 80,000 on December
29, 2009. The first installment, in the amount of R$30,000 was paid in the first quarter of
2010. The remaining balance of R$ 50,000 plus monthly inflation updating according to the
accrued INPC index and a 9.7371% p.a. compounded interest rate pro rata temporis, will be
settled on sole payment to mature on January 31, 2013.
20
Deferred income
Aliansce Consolidated
Aliansce
09/30/2010
12/31/2009
09/30/2010
12/31/2009
46,048
3,998
729
43,323
4,077
740
2,902
-
2,035
-
50,775
48,140
2,902
2,035
Deferred income includes the recognition of the assignment of usage rights (CDU), as well as
prepaid rent and other pertinent items.
85
21
86
12/31/2009
Provision
Judicial
deposit
Net
Provision
Judicial
deposit
Net
9,180
(1,343)
7,837
8,356
(1,431)
6,925
2,626
104
2,626
104
2,579
196
(53)
2,579
143
11,910
(1,343)
10,567
11,131
(1,484)
9,647
(435)
106
(397)
11,910
(1,778)
11,237
(1,881)
(435)
10,132
(291)
9,356
(1) The Company and its subsidiaries filed a lawsuit, in pursuit of the non-payment of Social Integration
Program (PIS) and Contribution for Social Security Funding (COFINS) on revenues from the leasing
of real estate. The monthly contributions began to be judicially deposited, classified as non-current
assets, with the legal obligation on the amounts due at September 30, 2010 recorded as provision for
contingencies.
(2) Carioca Shopping has a pending IPTU tax matter with the local government, arising from undue
charges of this property tax on a number of independent units that were already IPTU taxpayers, and
were included in the project. For this reason, the Shopping mall's tenants filed administrative suits to
review shop areas and to refute the property's assessed value. We filed administrative proceedings
jointly with other tenants, and according to the opinion of the Company's legal counsel, Aliansce
believes that the chances are likely for the liability to be reduced to roughly R$ 10,500 which,
considering its 40% share on the development, would imply a risk of loss of R$ 4,100 which has been
duly provisioned in the Company's financial statements, net of receivables from storeowners regarding
the same operation.
87
Management is not aware of other civil and tax and/or labor contingencies classified as probable
risk by its legal advisors as of September 30, 2010.
22
Liabilities
09/30/2010
12/31/2009
09/30/2010
12/31/2009
(44,047)
(41,902)
(1,248)
(1,889)
(372)
(646)
(7,108)
(3,452)
1,028
4,196
(5,073)
(4,663)
12,239
12,238
(1,676)
(1,049)
2,284
1,349
(6,817)
(3,895)
14,303
17,783
(66,982)
(55,607)
88
Parent company
Assets
Liabilities
09/30/2010
12/31/2009
09/30/2010
12/31/2009
(44,047)
(41,902)
1,028
702
4,196
702
(79)
(250)
96
(143)
1,925
1,317
3,655
6,215
(44,376)
(41,949)
09/30/2010
09/30/2009
64,216
31,079
34%
34%
21,833
10,566
4,432
4,827
2,659
6,035
89
Aliansce Consolidated
Effective tax rate reconciliation
09/30/2010
09/30/2009
Exclusions:
Equity in net income of subsidiaries
Reversal of nondeductible provisions
Net adjustment - Law 11638/07 and 11941/09
Effect of unrecognized tax losses
Tax effect of Companies who have elected the Presumed profit
(3,784)
(1,503)
(57)
(7,025)
(846)
(1,969)
(4,494)
(5)
(6,309)
18,723
5,637
6,076
12,647
6,484
(847)
18,723
5,637
29.16%
9.46%
19.70%
18.14%
20.87%
-2.73%
90
Aliansce
Effective tax rate reconciliation
09/30/2010
09/30/2009
45,797
18,173
34%
34%
15,571
6,179
Additions:
Provisions and other non-deductibles expenses
Effect of current unused tax losses
2,405
-
434
4,950
Exclusions:
Equity in net income of subsidiaries
Reversal of nondeductible provisions
Net adjustment - Law 11638/07 and 11941/09
Effect of previously unrecognized tax losses
(13,483)
(1,495)
52
(14,714)
(481)
-
2,946
(3,632)
6.43%
(19.98%)
102
2,844
(3,632)
2,946
(3,632)
91
23
Debentures
On February 16, 2009, the Company issued 496,318 debentures not convertible into shares and of
unit par value of R$ 0.1, totaling R$ 49,632. The issuance was made in a single series. The
debentures pay the TR rate + 12.3561% p.a. and maturity on January 19, 2021. Balance n
September 30, 2010 is R$ 59,312 (December/2009: R$ 54,701).
24
Shareholders' equity
a. Capital
On September 30, 2010 and December 31, 2009, the capital of Aliansce is represented by
R$916,342 and R$466,342, with 139,467,170 and 89,467,170 common shares with no par
value, respectively.
09/30/2010
Shareholders
Individual partners
Company partners:
GGP Brazil I LLC
Rique Empreendimentos e
Participaes Ltda.
Renato Feitosa Rique
GBPI Fundo de Investimento
e Participaes
Free Float
Total paid up
12/31/2009
Shares
Amount
1.28%
1,782,313
11,729
31.44%
43,842,428
12.31%
0.43%
Shares
Amount
2%
1,782,314
9,281
288,098
49%
43,842,428
228,508
17,174,913
600,801
112,802
3,299
19%
7%
17,174,913
6,500,000
89,549
33,891
2.01%
2,800,509
18,418
23%
20,167,515
105,113
52.53%
73,266,206
481,996
100.00%
139,467,170
916,342
100%
89,467,170
466,342
92
On January 29, 2010 the Company received R$ 450,000 by means of a public share offering
with the issue of 50 million new common shares, at an underwriting price of R$ 9.00,
resulting in an equity capital increase by the Company in the same amount, from R$ 466,342
to R$ 916,342, composed of 139,467,170 common registered shares with no par value.
Expenses with issuance of these new shares totaled R$ 23,416. These expenses are recorded
in a reducing account of the Company's capital.
b. Capital
According to the Company's by-laws, 5% of the net income for the year will be allocated to
legal reserve until it reaches 20% of the Company's capital.
c. Remuneration to shareholders
The Company's bylaws determine the distribution of a compulsory minimum dividend of 25%
of net income for the period, adjusted lawfully. Dividends payable were separated from
shareholders' equity upon yearly closing and recorded as an obligation in liabilities.
Accumulated net alterations in the fair value of financial assets available for sale until the
investments are reviewed or suffer impairment loss;
93
25
Securities
(i) FII Via Parque Shopping - FII Via Parque Shopping is recorded at fair value; and
(ii) Bank Deposit Certificates (CDB), debentures and Agribusiness Letters of Credit (LCA) assessed at fair value based on probable realizable value.
94
Limitations
The market values were estimated at the balance sheet date, based on relevant market
information. Changes in the assumptions may significantly affect the presented estimates.
The estimated fair value for derivative financial instrument contracted by the Company's
subsidiary was determined by information available in the market and specific valuation
methodologies. However, considerable judgment was required in the interpretation of the market
data to estimate the most adequate realization of the fair value of each operation.
The Company had made an assessment of the financial transactions in order to define the fair
value of the swap transaction between Aliansce and its subsidiary Nibal assigned to CIBRASEC.
As of September 30, 2010, the operation is recorded at fair value and the gains and losses for the
year were recorded in income accounts.
Credit risks
The Company monitors its receivables portfolio periodically. Its lease activity has specific rules
in relation to default, the department of operations and legal department are active in the
negotiations with debtors. The retail location of the shopping centers when taken back or returned
is immediately renegotiated with another storeowner.
95
The measure adopted to mitigate the credit risk is to always maintain a good level of quality
among storeowners at the shopping centers and an active retail area for immediate filling of any
potential vacancy in the building.
Part of the Company's income has a very low credit risk: parking revenues and service revenues.
Management considers that maximum exposure to credit risk of its financial assets is
appropriately represented in the balance sheet of the Company. Credit risk of its clients is
estimated and recorded in the estimated impairment losses account.
In relation to financial assets, the Company has the policy of investing its assets at top class
institutions, not allowing the concentration of investments at a single institution.
Quantitative information regarding Company's credit risk is disclosed in Note 9.
Liquidity risks
We present below the contractual maturities of financial liabilities including payment of
estimated interest and excluding, if any, the impact of the negotiation of currencies by the
position net.
96
Consolidated
September 30, 2010
Book
value
Contractual
cash
flow
6 months
or less
06-12
months
01-02
years
02-05
years
Over
5 years
173,436
12,707
55,524
458,256
284,900
12,707
74,697
906,429
22,777
32,702
17,239
12,707
41,895
32,324
86,663
60,276
74,697
201,303
152,284
543,866
3,023
11,896
1,388
1,371
2,514
3,882
2,741
702,946
1,290,629
56,867
73,212
121,501
340,158
698,891
Book
value
Contractual
cash
flow
6 months
or less
06-12
months
01-02
years
02-05
years
Over
5 years
116,986
21,117
451,854
50,000
203,752
21,117
808,272
66,537
18,520
18,290
-
22,990
21,117
28,425
-
33,358
70,276
-
48,236
236,855
66,537
80,649
454,425
-
12,340
(14,934)
(1,578)
(2,540)
(2,699)
(4,612)
(3,504)
652,297
1,084,744
35,232
69,992
100,395
347,015
531,570
Consolidated
December 31, 2009
97
Parent company
Book
value
Contractual
cash
flow
6 months
or less
06-12
months
01-02
years
02-05
years
Over
5 years
36,792
2,297
99,163
38,920
2,297
147,623
20,490
7,707
13,924
2,297
7,972
4,506
15,945
47,837
68,162
3,023
11,896
1,388
1,371
2,514
3,882
2,741
141,275
200,736
29,585
25,564
22,965
51,719
70,903
Book
value
Contractual
cash
flow
6 months
or less
06-12
months
01-02
years
02-05
years
Over
5 years
56,269
2,025
98,016
62,683
2,025
153,985
16,137
7,699
20,554
2,025
7,699
25,991
15,399
46,195
76,992
12,340
(14,934)
(1,578)
(2,540)
(2,699)
(4,612)
(3,504)
168,650
203,759
22,259
27,738
38,691
41,583
73,488
Total
The Company may be exposed to the following risks according to its activity:
Credit risk;
Liquidity risk;
Market risk;
Operational risk.
98
Credit risk
The Company's credit risk is characterized by the non-performance, by a client or
counterparty in a financial instrument, of their contractual obligations. The Company's
operations consist of the leasing of commercial spaces and management of shopping malls.
The lease contracts are regulated by the Leasing law. Our customer portfolio is diversified
and is constantly monitored with the objective of reducing losses due to default. Leases may
feature a guarantor, which mitigates the Company's credit risk.
Accounts receivable of rent and other receivables are related mainly to the storeowners of the
shopping centers in which the Company has a stake. The Company establishes provision for
impairment that represents its estimate of losses incurred in relation to trade accounts
receivable and other receivables and investments.
Liquidity risk
Investment decisions are made in light of their impacts on the long-term cash flow (60/120
months). The Company's guideline is to work with assumptions of minimum cash balances,
which vary according to the schedule of investments, and of financial coverage of our
obligations, where the projected cash generation has to surpass the contracted obligations
(financing, construction works, acquisitions), thus mitigating the refinancing risk of debts and
obligations. To finance buildings under construction, the Company seeks to structure longterm operations with the financial market, with a grace period to align them with expected
cash generation.
Market risk
Just like the retail segment, the Company is exposed to inflation risk, since this applies
pressure to the income of families, thus reducing consumption in the retail market. Different
levels of inflation are used in the projection models used for determination of our strategies,
in order to establish scenarios for the Company's development.
99
Another risk to which the Company is exposed is the risk of increase of interest rates, and of
price indexes, as the Company obtained financing using these indexes. However, with the
objective of mitigating this effect on the medium long term, whenever possible the Company
opts for indexes of low volatility to be able to estimate its future outlays more accurately.
Operational risk
As the Company's revenue is directly related to the ability to lease the retail spaces of its real
estate ventures, Management periodically monitors its/their operating conditions in order to
anticipate possible impacts. For this purpose, in the maintenance of its ventures and in new
developments and expansions, specialized companies with widely known operational
qualification are contracted to keep track of the physical and financial schedule and
performance of construction works and improvements in order to have the fulfillment of the
approved budget guaranteed. Nevertheless, the sale of the retail spaces is executed by a team
from the company in order to ensure negotiations with storeowners that are aligned with the
marketing and mix strategy of the Shopping Centers.
Risks are reviewed monthly by the operations and financial management areas that generate
monitoring reports. If situations of deviation are identified, reviews of the Company's
strategies are submitted for approval by senior management for deployment.
Senior management keeps track of the performance of the Shopping Centers in operation and
under development, based on a budget approved annually. This system allows the monitoring
and previous validation of outlays in light of the budget as well as the financial and operating
performance of investments, in the same way as we closely monitor the growth of our
liquidity with a focus on the short and long terms.
100
Capital management
Financial Management, as well as the other areas, seeks a balance between profitability in
light of the risk incurred, so as not to expose its equity or to suffer with sudden price or market
fluctuations. Aiming at healthy capital management, the Company has the policy of preserving
liquidity with the close monitoring of the short and long-term cash flow.
We hereby inform you that there was no alteration in the Company's capital management
policy in the previous years and that neither the Company nor its own subsidiaries and
subsidiaries under joint ownership are subject to the external capital requirements imposed.
Consolidated
09/30/2010
12/31/2009
173,436
458,256
62,680
116,986
451,854
87,156
Total
694,372
655,996
(12,118)
(415,230)
(9,427)
(47,844)
267,024
598,725
1,113,161
620,671
23.99%
96.46%
101
Parent company
Book value
09/30/2010
12/31/2009
09/30/2010
12/31/2009
415,230
(631,692)
47,844
(556,500)
389,023
(132,585)
22,649
(154,285)
(216,462)
(508,656)
256,438
(131,636)
(3,023)
(12,340)
(3,023)
(12,340)
(219,485)
(12,340)
253,415
(12,340)
102
The fair values of the financial assets and liabilities, together with the book values presented in
the balance sheet, are as follows:
Consolidated
Note
09/30/2010
Amount
Fair
value
value
12/31/2009
Book
Fair
value
value
145,506
415,230
145,506
415,230
145,506
47,844
145,506
47,844
Total
560,736
560,736
193,350
193,350
(3,023)
(3,023)
(3,023)
(3,023)
(12,340)
(12,340)
(12,340)
(12,340)
16,906
111,602
31,226
2,883
201,030
181,844
99,163
4,043
5,566
16,336
115,164
30,989
2,488
205,839
189,449
98,225
4,043
5,566
16,894
34,200
51,195
203,636
165,913
100,594
-
16,281
34,874
50,491
215,876
178,824
102,222
-
55,524
893
317
56,756
893
317
50,000
-
50,856
-
710,997
726,065
622,432
649,424
103
Parent company
09/30/2010
12/31/2009
Book
value
Fair value
Book value
Fair value
145,506
145,506
145,506
145,506
389,023
389,023
22,649
22,649
Total
534,529
534,529
168,155
168,155
(3,023)
(3,023)
(12,340)
(12,340)
Total
(3,023)
(3,023)
(12,340)
(12,340)
31,226
5,566
99,163
30,989
5,566
98,225
51,195
100,594
50,491
102,222
135,955
134,780
151,789
152,713
Note
Investments classified as Level 3 are those whose data are extracted from a pricing model
based on unobservable market data.
104
Consolidated
Level 1
Level 2
Level 3
Total
415,230
-
145,506
(3,023)
145,506
415,230
(3,023)
Total
415,230
142,483
557,713
47,844
-
145,506
(12,340)
145,506
47,844
(12,340)
Total
47,844
133,166
181,010
Level 2
Level 3
Total
389,023
-
145,506
(3,023)
145,506
389,023
(3,023)
Total
439,678
142,483
531,506
22,649
-
145,506
(12,340)
145,506
22,649
(12,340)
Total
22,649
133,166
155,815
105
Sensitivity analysis
CVM Instruction 475 sets forth that publicly-held companies, in addition to the provisions in item
59 of OCPC03 (which revokes Resolution 566/09 issued by CVM and sanctions CPC 14)
regarding Financial Instruments: Recognition, Measurement and Evidencing, shall disclose a
table stating a sensitivity analysis for any market risks deemed as relevant by Management,
arising from financial instruments, to which the Company is exposed at the balance sheet date,
including all operations with derivative financial instruments. Recognition, Measurement and
Evidence, shall disclose a table stating a sensitivity analysis for any market risks deemed as
relevant by Management, arising from financial instruments, to which the Company is exposed at
the balance sheet date, including all operations with derivative financial instruments.
Financial assets - Management understands that there are no relevant market risks. All
financial assets are invested in financial institutions with investment grade minimum rating
issued by the largest global rating agencies (Modys, Austin, S&P, Fitch).
The financial assets are concentrated in post-fixed investments tied to variation of the CDI.
These assets are applied in investment funds with the abovementioned characteristic.
Financial liabilities - We considered, as the most probable scenario, the one of realizing, at
the operation maturity date, what the market has been signaling by way of market curves
(currencies and interest) provided by BM&FBOVESPA. The probable scenario is the
scenario considered by management and, there is no significant impact on the fair value of
the financial instruments. The respective risk variables were sensitized by 25% and 50% in
scenarios II and III according to the guidelines of instruction CVM 475. Discount rate
utilized for sensitivity analysis was 11%. (except Via Parque Shopping in which the fair
value was calculated by using data from the most recent arm's length market transaction, by
parties knowledgeable of the deal and willing to conclude it without privileges).
106
Operation
Bradesco Loan
Unibanco Loan
Bradesco Financing
Market value - FII Via Parque
CCI Nibal
CCI Belm
CCI RB Capital
Financing Joo Fortes
Swap
Variable
of risk
Book
value
Scenario I
(probable)
High TR
(16,906)
High CDI
(31,226)
High TR (111,602)
-------------- 145,506
High TR (201,030)
High TR (181,844)
High IPCA
(99,163)
High IPCA
(55,524)
High TR
(3,023)
(15,681)
(30,757)
(106,268)
196,849
(191,090)
(176,553)
(95,308)
(55,043)
(3,023)
(16,101)
(31,697)
(138,722)
121,919
(197,112)
(184,994)
(103,640)
(58,780)
(15,516)
Aliansce
Operation
Unibanco Loan
CCI RB Capital
26
Variable
of risk
High CDI
High IPCA
(30,757)
(95,308)
(31,227)
(99,439)
Scenario III
+50%
(31,697)
(103,640)
Insurance
The Company and its subsidiaries adopt the policy of contracting insurance coverage for property
subject to risks in amounts considered sufficient to cover any claims, considering the nature of
their activity. The risk assumptions, due to their nature, are out of the scope of a limited review,
and therefore were not examined by our independent auditors.
107
As of September 30, 2010, all the Company's shopping malls in operation were insured in an
equivalent manner in the following amounts:
Multi-risk package (including fire) - The amounts insured are evaluated upon each policy
issuance, and may suffer alterations during the policy year, as a direct result of any decrease
or increase in the value of the assets considered. The amounts insured as of September 30,
2010 were totally consistent with each value-at-risk, indicating a value at risk.
Loss of profits - As of September 30, 2010, the Company's shopping malls had policies in
place for loss of profits in the amount of R$ 200,291, relating to the interruption of its
activities, which we consider consistent with the size of each shopping mall.
General Civil Liability - The Company's shopping malls have insurance for general civil
liability, which the Company believes covers the risks involved in its activity. The policies
refer to any amounts for which we can be held civilly liable, in a final and unappeasable
judgment or in an express agreement by the insurance company, with respect to
compensation for damages caused to third parties. The policies were contracted under first
absolute liability in the amount of R$ 3,000 for each of the shopping malls in operation and
the other, second absolute liability, in the amount of R$ 30,000, which covers all the malls in
operation.
-
Moral damages: A major part of the Company's shopping malls had insurance policies
with moral damages coverage, which the Company deems adequate to cover the risks
involved in its activities. A large portion of the shopping malls in operation have policies
with R$ 100 in coverage retained, with first-class insurance companies. In addition, the
Company has a policy with Ita Seguros with R$ 3,000 in coverage, covering all of the
shopping malls currently operating.
108
27
Aliansce
09/30/2010
09/30/2009
09/30/2010
09/30/2009
98,944
18,934
9,235
16,103
1,825
453
73,989
14,842
6,948
8,568
1,738
439
27,115
17,031
512
223
26,459
14,089
228
184
(11,250)
(8,199)
(2,512)
(2,214)
134,244
98,325
42,369
38,746
(1) Income from minimum rent is being recorded based on the straight-line method, in
accordance with the guidance provided by CPC 06 - Lease operations.
(2) The opening of Shopping Boulevard Braslia in July 2009 and Shopping Boulevard Belm in
November 2009 increased rental income of September 30, 2010 by R$ 22,438.
109
28
Aliansce
09/30/2010
09/30/2009
09/30/2010
09/30/2009
Depreciation of properties
Amortization of intangible assets
Cost of marketing and planning
Expenditures with rented property
Parking
Shopping operational costs
Allowance for doubtful accounts
Pre-operating expenses (1)
Expenses with leasing of notional fraction
(2)
(10,426)
(2,818)
(3,680)
(5,133)
(8,042)
(3,789)
(1,566)
(3,798)
(10,491)
(2,994)
(3,603)
(3,307)
(3,980)
(2,348)
(1,778)
(4,406)
(1,789)
(1,571)
(1,275)
(841)
(708)
-
(2,905)
(1,452)
(897)
(751)
(861)
-
(23,176)
(21,839)
(39,252)
(32,907)
(29,360)
(28,705)
(1)
As a result of Law 11638/07, pre-operating expenses incurred in the period from January to
June 2010 and the year 2009 not directly related to the development of the venture are
classified in the Company's income (loss) as cost of rentals and services.
(2)
Refers to the lease amount paid by Aliansce to Nibal regarding the lease of notional fraction
of 41.59% of Naciguat and 38% of Shopping Taboo, owned by Nibal, according to lease
contract signed between the parties on September 25, 2008.
110
29
Personnel expenses
Professional services
Expenses with occupancy
Depreciation and amortization
Facility and service expenses
Other administrative expenses
30
Aliansce
09/30/2010
09/30/2009
09/30/2010
09/30/2009
(15,661)
(5,704)
(838)
(257)
(555)
(1,690)
(9,932)
(4,992)
(1,086)
(247)
(1,265)
(545)
(15,556)
(4,231)
(430)
(248)
(403)
(1,076)
(9,890)
(3,133)
(471)
(174)
(741)
(390)
(24,705)
(18,067)
(21,944)
(14,799)
09/30/2009
Aliansce
09/30/2010
09/30/2009
(48,688)
(7,507)
(930)
(19,426)
(9,300)
(8,349)
(1,295)
(18,818)
(2,797)
(552)
(4,109)
(9,300)
(8,315)
(422)
(57,125)
(38,370)
(22,167)
(22,146)
111
Aliansce consolidated
09/30/2010
Financial income:
Interest
Adjustment to fair value - Swap (1)
Income from derivative financial
instruments - Swap (2)
Monetary variation income
Interest capitalization - CPC 20 (3)
Other
09/30/2009
Aliansce
09/30/2010
09/30/2009
26,875
9,316
4,433
-
25,124
9,316
162
-
3,423
905
10,753
635
3,975
247
7,131
927
3,423
4
183
3,975
72
242
51,907
16,713
38,050
4,451
(5,218)
(21,657)
15,883
(17,695)
(1) Refer to the recording of swap financial instrument at fair value pursuant to
OCPC 03.
(2) Refer to gains obtained with swap financial instrument in interest payment - CRI of R$
200,000 of Nibal.
112
31
09/30/2009
Aliansce
09/30/2010 09/30/2009
(613)
1,190
(107)
(715)
(2,168)
(192)
(613)
1,083
(715)
(2,360)
(1) The gain (loss) in investments is composed of the gain determined in acquisition of new
companies and additional interest in current undertakings, in addition to loss in differentiated
distribution of subsidiaries' dividends.
32
113
The detailing of contracts in which there are guarantees provided by the Company and/or its
shareholders, for the period ended September 30, 2010, is demonstrated below:
Amortization
Debit balance
(Subsidiaries)
Amounts
guaranteed (Parent
company and/or
shareholders)
Beginning
End
Remaining
installments
Settled
installments
Terms
31,226
31,226
December
2008
November
2011
14
22
CDI + 1.87%
per annum
CIBRASEC (2)
BNB (3)
Albarpa (4)
201,030
2,883
201,030
2,883
September
2010
May 2009
September
2018
April 2013
96
31
17
TR + 10.80%
p.a.
10% p.a.
Banco Bradesco
16,906
16,906
January
2011
December
2018
96
TR + 10.80%
p.a.
152,442
152,442
March 2011
February
2021
120
TR +
12% p.a.
Banco Itau/BNDES
1,711
1,711
July 2008
June 2015
57
27
Banco Itau/BNDES
ALIANSCE
2,332
2,332
April 2010
March 2017
78
TJLP +
4.95% p.a.
TJLP +
4.45% p.a.
RB Capital (7)
69,365
69,365
January 2010
December
2019
111
IPCA+
9.7371% p.a.
RB Capital (8)
29,798
29,798
February,
2010
January
2020
112
IPCA +
9.7371% p.a.
85,308
85,308
December
2011
November
2021
120
TR + 11.39%
p.a.
ABC (10)
11,000
11,000
n.a.
n.a.
604,001
604,001
Aliansce (1)
Banco Unibanco
Nibal
Shopping Boulevard
Belm (5)
CIBRASEC (*)
SCGR (6)
Boulevard Shopping:
Total
114
(1)
(2)
Pledge of:
one million, eight hundred seven thousand, two hundred thirty-seven (1,807,237) shares of Aliansce, held by Manati
Participaes S.A., on this date representing 2.02% of the total capital stock of Aliansce, in first degree; and
one million, seven hundred ninety-eight thousand, two hundred ninety (1,798,290) shares of Aliansce, held by GGP
Brasil Participaes S.A., on this date representing 2.01% of the total capital stock of Aliansce, in first degree.
Guarantee of fiduciary assignment of receivables arising from the exploration of the properties Naciguat, Riguat and
Taboo;
Fiduciary release of right to the receipt of indemnity relating to the Insurance for Loss of Lease Income and to the Property
Insurance of Naciguat and of Taboo;
(3)
NIBAL x BNB
As collateral for the loan, the partners of Naciguat provided a mortgage of their percentages in Naciguat. As
Nibal had already provided its percentage as collateral of the CRI, Yangon provided collateral, in turn,
mortgaging 30.52% of Boulevard Campina Grande and Nibal offered the C&A store from Iguatemi Salvador.
In addition, there is the guarantee of Luciana Guimares Rique, Reinaldo Feitosa Rique, Ana Beatriz Ribeiro
Rique and Aliansce Shopping Centers S.A.
115
(4)
Albarpa x Bradesco
Guarantee associated to obtaining financing for the Caxias Shopping construction work entered into Barpa, Supra, (companies
merged by Albarpa on December 31, 2009, and Banco Bradesco:
The mortgage of the property on which Shopping Caxias is located (matriculation numbers 3.457, 16.194, 1.706, 16.195 e
16.839) in the 2nd Division's Real Estate Registry, 5th Notarial Office of the 1st Judicial District of Duque de Caxias, State
of Rio de Janeiro, in connection with the notional fraction of the property owned by Barpa (40%).
(5)
Fiduciary assignment of the fractions of Shopping Carioca by Supra Empreendimentos e Participaes S.A and Albarpa
Participaes S.A., and of the fraction of Santana Parque Shopping, by Acapurana Participaes Ltda..;
Fiduciary assignment of credit rights of Acapurana Participaes Ltda, owner of the notional fraction of 50% of Santana
Parque Shopping;
116
Fiduciary assignment of Quotas of Fundo de Investimento Imobilirio Via Parque Shopping held by Aliansce Shopping
Centers S.A.;
Fiduciary assignment of credit rights of Albarpa Participaes S.A. of their interest in the economic exploration of
Shopping Carioca;
Fiduciary assignment of a share of Boulevard Shopping Belm S.A and of a share of Matisse Participaes S.A., both
owned by Aliansce Shopping Centers S.A.; and
(6)
SCGR x Ita
Guarantees related to the bank credit notes undersigned on June 18, 2007 between SCGR, Sendas, and Ita for the on-lending of
funds from BNDES intended to execute the investment plan to expand Shopping Grande Rio, located in the city of Rio de
Janeiro. The following were formalized:
The joint co-signatures of the following companies: Sendas S.A., Rique Empreendimentos, RABR Empreendimentos, Sendas
(and SCGR in a similar loan made by Sendas);
Assignment and pledge on receivables arising from the rental of areas in Shopping Grande Rio, equal to 140% of the principal
plus debt service for the subsequent month; and
Mortgage guarantee of the notional fraction of 35% of the property where the venture is located.
On February 16, 2009 new guarantees were given in connection with a new credit note undersigned by SCGR, Sendas, and Ita,
intended to execute the investment plan for Shopping Grande Rio's second investment stage.
The joint co-signatures of the following companies: Companhia, Sendas S.A., Aliansce Shopping Centers S.A., RABR
Empreendimentos, Sendas (and SCGR in a similar loan made by Sendas);
Second degree mortgage of a 35% notional fraction of the property on which the undertaking is located.
Amendment to the agreement on the assignment and pledge of receivables arising from the rental of areas in Shopping
Grande Rio, which now also secures this new note.
117
(7)
(8)
(9)
118
33
09/30/2010
09/30/2009
Common
Total
Common
Total
42,850
122,892
42,850
122,892
21,806
66,984
21,806
66,984
0.3487
0.3487
0.3255
0.3255
09/30/2010
119
09/30/2009
Common
Total
Common
Total
42,850
122,892
1,576
42,850
122,892
1,576
21,806
66,984
-
21,806
66,984
-
0.3443
0.3443
0.3255
0.3255
34
120
The Board of Directors will be in charge of determining the exercise price of the options granted,
which will be based on the average price of our common shares over the last twenty trading
sessions at BM&FBOVESPA S.A. prior to the option being granted, weighted by the trading
volume and updated for inflation by means of an index specified by the Board of Directors, until
the date of the actual exercise of the option granted by the Plan. Exceptionally, the exercise price
for options granted under offering occurred on January 27, 2010 will be equal to the share price
specified in the Offering. The shares resulting from the option being exercised should be paid in
by participants in no more than five business days from the date on which the Board of Directors
approves the respective capital increase, within the limits of the Company's authorized capital or
disposal of treasury shares, as applicable.
The Plan will become effective on the date of approval by the Special Shareholders' Meeting and
will expire at any time, (a) by means of a resolution of the Company's Special Shareholders'
Meeting or of its Board of Directors; (b) when the Company's public company registration is
cancelled; (c) when the Company's common shares are no longer traded in the over-the-counter
market, organized market, or the stock exchanges; (d) owing to the Company's corporate
reorganization; (e) should the Company be dissolved or wound up; or (f) owing to a 10-year time
lapse as of the date of the first granting of options under the Plan, whichever takes place first.
Shareholders will not be entitled to preemptive rights when being granted or on exercising a stock
option purchase under the Plan, pursuant to article 171, paragraph 3, in the Brazilian Corporate
Law.
In according to the CPC 10 - Share-based Compensation, the Company should account for the
expenses arising from shares under the Plan, between the date of granting the option and the date
the options are exercised, based on the options' market price on the date they are granted.
According to Statement CPC 10, the options granted and exercised will not create effects in the
Company's Statement of Income, as this expense will be recognized during the vesting period.
121
On May 7, 2010 the Company approved the 1st and 2nd Stock Option programs for shares issued
by the Company and the allocation of these to certain executives and employees, under the Stock
Option Plan approved by the Special Shareholders' meeting held on November 12, 2009. The
table below shows the total shares under the Plan's 1st and 2nd programs.
Plan program
1st program
2nd program
Beneficiaries
Executives and employees
recommended to senior management
Executives and employees
recommended to senior management
Total shares in
the stockoption
agreements
Strike
price
3,486,679
R$ 9.00
518,321
R$ 9.75
The underwriting or acquisition price for the shares under both Programs will be updated
monthly according to the IPC-DI index disclosed by Fundao Getlio Vargas, as of this date.
The options granted to beneficiaries may only be exercised as of one year from the date they are
granted, at a rate of 25% per annum. Should a beneficiary not exercise the option by the end of
each vesting period, or not exercise it in the permitted proportion during the mentioned period,
such options not exercised will be added to the options to be exercised by the end of the
following period, and may be exercised in the future.
The maximum term for exercising the options granted under the 1st and 2nd Programs is five
years as of granting the options. Following this term, the beneficiary will forgo his/her right to
exercise the option.
Pursuant to Technical Pronouncement CPC 10 - Payment Based on Shares, as approved by CVM
Resolution 562 of 2008, the Company has recognized, as the services were provided in payment
transactions based on shares, the effect on the income figures for the quarter ended on September
30, 2010, totaling R$ 796.
122
The stock option premiums were calculated based on fair value on the date that the options were
granted in accordance with each of the Company's programs, based on their respective market
prices. Based on a technical Black in Schols assessment and financial models, the Company
estimated the accounting effects with a reasonable degree of accuracy.
Programs
Exercise term
Quantity of shares of the program
Strike price in R$
Market price in the grant date in
R$
Fair value of the options in R$
Volatility of share price (1)
Risk-free rate of return
Market value
(1)
35
1st program
2nd program
5/7/2015
3,486,679
9.00
5/7/2015
518,321
9.75
9.30
3.02
39.16%
12.27%
10,520
9.30
2.73
39.16%
12.27%
1,415
Volatility was determined with a basis on the daily closing price of the post-IPO period.
Subsequent events
On October 30, 2010, the Extraordinary General Meeting of Boulevard Shopping S.A. approved
the partial spin-off of the company with the acquisition of the spun-off portion by Degas
Empreendimentos e Participaes S.A.. Degas, until that date a wholly-owned subsidiary of
Aliansce, upon the merger of these net assets, started to have the same shareholders (with the
same ownership interest) of Boulevard Shopping S.A. The spun off assets corresponds to the
office tower to be constructed over the shopping center, in the amount of R$ 27,302.
123
On the same date, the shareholders of these companies, Aliansce and NFM, decided to exchange,
with no cash consideration, 15,443 common shares, representing 6.44% of the capital of
Boulevard Shopping S.A., held by Aliansce, for 6,431,745 common shares, representing 23.56%
of the capital of Degas, held by NFM, aiming to keep the ownership interest of the Shopping
Center in the proportion of 70% to ALIANSCE and 30% to NFM and to have Aliansce as the
sole shareholder of Degas.
Board of Directors
124