Multiplan Empreendimentos
Imobiliários S.A.
June 30, 2010
with Review Report of Independent Auditors
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Quartely information
June 30, 2010
Contents
2. Our review was conducted in accordance with specific procedures established by the
Brazilian Institute of Independent Auditors (IBRACON), in conjunction with the Federal
Accountancy Board (CFC), and consisted, primarily of: (a) making inquiries of, and
discussions with, officials responsible for the accounting, financial and operational
areas of the Company and subsidiaries relating to the procedures adopted for
preparing the Quarterly Financial Information; and (b) reviewing the relevant
information and subsequent events which have, or may have, significant effects on the
financial position and results of operations of the Company and subsidiaries.
3. Based on our review, we are not aware of any significant change that should be made
to the accounting information contained in the Quarterly Financial Information
mentioned in the 1st paragraph, for it to be in accordance with the accounting practices
adopted in Brazil and with the Brazilian Securities and Exchange Commission (CVM)
rules applicable to the preparation of the Quarterly Financial Information.
1
4. As mentioned in Note 2, in 2009, several Technical Pronouncements, Interpretations
and Guidance, effective for 2010, were issued by the Brazilian FASB (CPC) and
approved by the Brazilian Securities Commission (CVM), having changed the
accounting practices adopted in Brazil. As permitted by CVM Rule No. 603/09, the
Company opted to present the Quarterly Information (ITR) in accordance with
accounting standards in force until December 31, 2009, i.e. did not adopt these
regulations for 2010. As required by CVM Rule No. 603/09, the Company disclosed this
fact in Note 2 to the Quarterly Information (ITR) and described the major changes that
could impact its annual financial statements and the reasons why it is not possible to
present an estimate of its possible effects on equity and net income, as required by the
Rule.
2
A free translation from the Original in Portuguese
Assets
Current
Cash and cash equivalents (Note 4) 915,707 933,011 958,087 980,467
Accounts receivable (Note 5) 103,292 116,307 84,867 98,589
Sundry loans and advances (Note 6) 15,024 21,300 14,581 21,471
Recoverable taxes and contributions (Note 7) 27,742 29,864 35,578 38,702
Deferred income and social contribution taxes (Note 9) 61,751 61,751 60,981 60,981
Others 10,084 10,092 8,422 8,442
Total current assets 1,133,600 1,172,325 1,162,516 1,208,652
Noncurrent
Long-term receivables
Accounts receivable (Note 5) 23,145 27,362 16,155 20,793
Land and properties held for sale (Note 8) 136,479 136,479 142,074 142,074
Sundry loans and advances (Note 6) 87,158 8,494 86,970 9,001
Receivables from related parties (Note 19) 149 74 150 74
Deferred income and social contribution taxes (Note 9) - - 11,343 11,343
Others 6,342 7,340 6,242 7,208
253,273 179,749 262,934 190,493
3
June 2010 March 2010
Company Consolidated Company Consolidated
Liabilities
Current
Loans and financing (Note 14) 72,413 72,413 50,784 50,784
Accounts payable 53,789 64,947 42,333 59,843
Property acquisition obligations (Note 16) 54,207 54,207 62,130 62,130
Taxes and contributions payable 7,972 12,543 17,923 23,754
Proposed dividends (Note 21) 1 1 40,521 40,521
Deferred incomes (Note 20) 22,396 33,154 58,262 68,878
Payables to related parties (Note 19) 16 94,290 16 94,290
Taxes paid in installments (Note 17) - 284 - 281
Clients anticipation - - 4,533 4,533
Debentures (Note 15) 100,541 100,541 2,764 2,764
Others 3,877 3,930 1,753 1,850
Total current 315,212 436,310 281,019 409,628
Noncurrent
Loans and financing (Note 14) 221,154 221,154 223,566 223,566
Debentures (Note 15) - - 100,000 100,000
Property acquisition obligations (Note 16) 110,302 110,302 115,454 115,454
Taxes paid in installments (Note 17) - 1,244 - 1,302
Provision for contingencies (Note 18) 4,667 5,791 4,501 5,736
Deferred incomes (Note 20) 83,173 116,821 31,932 67,863
Deferred income and social contribution taxes (Note 9) 14,231 14,231 - -
Total noncurrent liabilities 433,527 469,543 475,453 513,921
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Statements of operations
June 30, 2010
(In thousands of reais, except earnings (loss) per share, in reais)
Company
04/01/2010 to 01/01/2010 to 04/01/2009 to 01/01/2009 to
06/30/2010 06/30/2010 06/30/2009 06/30/2009
Gross revenues from sales and services (Reclassified)
Leases 95,938 189,974 77,261 152,637
Parking 7,374 14,988 6,259 11,519
Services 20,906 35,509 17,987 33,187
Key Money 3,702 12,326 5,886 10,883
Sale of properties 12,240 21,256 882 1,309
Others 1,493 1,493 24 24
141,653 275,546 108,299 209,559
Taxes and contributions on sales and services (12,282) (23,941) (9,829) (19,164)
Minority interest - - - -
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Statements of operations
June 30, 2010
(In thousands of reais, except earnings (loss) per share, in reais)
Consolidated
04/01/2010 to 01/01/2010 to 04/01/2009 to 01/01/2009 to
06/30/2010 06/30/2010 06/30/2009 06/30/2009
Gross revenues from sales and services (Reclassified)
Leases 100,666 199,717 81,499 160,888
Parking 15,505 31,500 12,807 23,347
Services 21,077 35,786 18,108 33,497
Key Money 6,350 17,529 6,034 11,202
Sale of properties 12,240 21,256 882 1,309
Others 1,534 1,549 87 87
157,372 307,337 119,417 230,330
Taxes and contributions on sales and services (14,277) (27,862) (12,348) (22,320)
Income and social contribution taxes (Note 9) (1,500) (2,914) (2,254) (3,540)
Deferred income and social contribution taxes (Note 9) (24,804) (56,633) 284 1,068
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Statements of changes in shareholders equity of the company
June 30, 2010
(In thousands of reais)
Balances at December, 2009 1,745,097 (31,663) (4,624) 29,266 186,548 745,877 - 10,645 141,644 - 2,822,790
Balances at March, 2010 1,761,662 (31,842) (4,624) 30,430 186,548 745,877 - 10,645 141,644 45,947 2,886,287
Balances at June, 2010 1,761,662 (31,842) (1,840) 31,810 186,548 745,877 1,918 10,645 121,276 97,427 2,923,481
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Statement of cash flows
June 30, 2010
(In thousands of reais)
June 2010 June 2009
Company Consolidated Company Consolidated
Cash flows from operations
Net income for the period 51,480 51,435 44,835 45,628
Adjustments
Depreciation and amortization 9,965 11,593 8,885 9,719
Goodwill amortization - - 255 255
Equity pickup 1,589 997 745 3,354
Stock-option-based remuneration 1,380 1,380 807 807
Minority interest - 2,022 - 228
Apropriation of deferred income (3,702) (6,350) (5,813) (5,961)
Debentures update 2,649 2,649 - -
Interest and monetary variations on loans and financing 2,095 2,095 3,130 3,145
Interest and monetary variations on property acquisition
obligations 2,096 2,096 1,390 1,390
Interest and monetary variations on sundry loans and advances (602) (602) (356) (364)
Interest and monetary variations on receivable from related parties - - (2) -
Deferred income and social contribution taxes 12,448 12,448 - -
Earnings from subsidiaries not recognized previously, and capital
deficiency of subsidiaries - (747) - (799)
Net adjusted income 79,398 79,016 53,876 57,402
Variation in operating assets and liabilities
Lands and properties 5,595 5,595 (1,010) (1,010)
Accounts receivable (25,415) (24,287) 3,048 3,241
Receivable taxes 7,836 8,838 (486) (1,089)
Deferred taxes 12,356 12,356 (283) (283)
Other assets (1,762) (1,783) (3,822) (4,089)
Accounts payable 11,456 5,104 (4,410) 1,018
Amortization of property acquisition obligations (15,171) (15,171) (9,621) (9,621)
Taxes and mandatory contributions payable (9,951) (11,211) 5,676 7,217
Installment taxes - (55) - (56)
Provision for contingencies 166 55 64 (80)
Deferred revenue 19,077 19,584 5,983 8,397
Dividends paid (40,520) (40,520) - -
Proposed dividends - - (20,084) (20,084)
Clients anticipation (4,533) (4,533) 1,265 1,265
Others obligations 2,124 2,080 (137) (130)
Cash flows generated by operations 40,656 35,068 30,059 42,098
Cash flows from investments
Increase in loans and sundry advances (70) 1,239 7,411 5,661
Increase (decrease) in receivables from related parties 1 - (2) (24)
Rate receipt on loans and other advances 41 42 88 126
Increase (decrease) of investments (4,326) (1,470) (2,424) (1,804)
Increase of property, plant and equipament (70,949) (75,307) (57,264) (90,457)
Additions to deffered - - 901 1,060
Additions to goodwill - - 255 -
Additions to intangibles (4,317) (4,309) 232 239
Payment of charges on debentures (4,872) (4,872) - -
Cash flows used in investing activities (84,492) (84,677) (50,803) (85,199)
Cash flows from financing activities
Debentures issuance - - 100,321 100,321
Increase (decrease) in loans and financing 23,579 23,579 (43,508) (44,013)
Rate payment of loans and obtained financing (6,457) (6,457) (13,558) (13,575)
Increase in payables to related parties - - - 778
Repurchase of shares to be held in treasury 2,784 2,784 - -
Capital increase - - - -
Goodwill reserve set up upon exercise of stock options 1.918 1.918 - -
Profit reserve reduction (20,368) (19,575) - -
Minority interest - (96) - (286)
Cash flows generated by (used in) financing activities 1.456 2,153 43,255 43,225
Cash flow (42,380) (47,456) 22,511 124
Cash and cash equivalents at the beginning of the period 958,087 980,467 134,983 187,213
Cash and cash equivalents at end of the period 915,707 933,011 157,494 187,337
Changes in cash (42,380) (47,456) 22,511 124
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements
June 30, 2010
(In thousands of reais)
1. Operations
Multiplan Empreendimentos Imobiliários (“Company”, Multiplan or Multiplan Group
when referred together with its subsidiaries) was incorporated on December 30, 2005
and is engaged in real estate related activities, including the development of and
investment in real estate projects, purchase and sale of properties, the purchase and
disposal of rights related to such properties, the civil construction, and construction
projects. The Company also provides engineering and related services, advisory
services and assistance in real estate projects, development, promotion,
management, planning and intermediation of real estate projects. Additionally, the
Company holds investments in other companies.
% ownership
Beginning of
Real estate development Location operations June 2010 March 2010
Shopping Centers
BHShopping Belo Horizonte 1979 80.0 80.0
BarraShopping Rio de Janeiro 1981 51.1 51.1
RibeirãoShopping Ribeirão Preto 1981 76.2 76.2
MorumbiShopping São Paulo 1982 65.8 65.8
ParkShopping Brasília 1983 60.0 60.0
DiamondMall Belo Horizonte 1996 90.0 90.0
Shopping Anália Franco São Paulo 1999 30.0 30.0
ParkShopping Barigui Curitiba 2003 84.0 84.0
Shopping Pátio Savassi Belo Horizonte 2004 80.9 80.9
BarraShopping Sul Porto Alegre 2008 100.0 100.0
Vila Olímpia São Paulo 2009 30.0 30.0
New York City Center Rio de Janeiro 1999 50.0 50.0
Santa Úrsula São Paulo 1999 37.5 37.5
Outros:
Centro Empresarial Barrashopping Rio de Janeiro 2000 16.67 16.67
The majority of the shopping centers are managed in accordance with a special
structure known as “Condomínio Pro Indiviso" - CPI (undivided joint property). The
shopping centers are not corporate entities, but units operated under an agreement by
which the owners (investors) share all revenues, costs and expenses. The CPI
structure is an option permitted by Brazilian legislation for a period of five years, with
possibility of renewal. Pursuant to the CPI structure, each co-investor has a
participation in the entire property, which is indivisible. On June 30, 2010, the
Company holds the legal representation and management of all above mentioned
shopping centers.
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
1. Operations (Continued)
The activities carried out by the major investees are summarized below:
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
1. Operations (Continued)
In September 2006, the Company entered into an Agreement for the Assignment of
Services Agreements with its subsidiaries Renasce - Rede Nacional de Shopping Centers
Ltda., Multiplan Administradora de Shopping Centers Ltda., CAA - Corretagem e
Consultoria Publicitária S/C Ltda., and CAA - Corretagem Imobiliária Ltda. Under this
agreement, beginning October 1, 2006, the aforementioned subsidiaries assigned and
transferred to the Company all the rights and obligations resulting from the services
agreements executed between those subsidiaries and the shopping centers.
Therefore, the Company also started to perform the following activities: (i) provision of
specialized activities related to brokerage, advertising and publicity advisory services,
commercial space for lease and/or sale (“merchandising”); (ii) provision of specialized
services related to real estate brokerage and business advisory services; e
(iii) shopping mall management.
On September 28, 2009, the Company carried out an Initial Public Distribution
Offer in which 26,000,000 new shares were issued. Sales in the initial share offer,
not including the follow-on public offer, amounted to R$ 689,000, which resulted in
an increase of R$ 665,735 in the Company‟s capital net of estimated commission
and expenses. On October 9, 2009, 3,900,000 shares in a follow-on public offer
were sold amounting to R$ 103,350 resulting in an increase of R$ 99,938 in the
Company‟s capital.
In accordance with the Public Offer Prospectus these funds are mainly intended to
finance (i) the construction and development of new shopping centers, (ii) the
expansion of shopping centers already part of the portfolio, and (iii) new
commercial and residential property developments in areas adjacent to already
existing shopping centers.
Also, since the Company strategy is partially based on the identification and use of
opportunities for development and acquisitions in the shopping malls and real
estate segments, such funds can be used when implementing this strategy.
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
1. Operations (Continued)
• Capital reorganization
In light of the program to simplify the capital structure of the Company and its
subsidiaries, on December 10, 2009 the Company and its wholly-owned
subsidiaries Indústrias Luna S.A., Cilpar - CIL Participações Ltda., JPL
Empreendimentos Ltda, Solução Imobiliária Participações e Empreendimentos
Ltda. signed a Rationale for the Merger of these subsidiaries by the parent
company.
In connection with the merger, the subsidiaries‟ assets were dropped down to the
Company at book value at November 30, 2009, in accordance with the valuation
report on net assets prepared by the independent valuation company Apsis
Consultoria Empresarial Ltda. on December 10, 2009, whereby the Company took
on all existing rights and obligations. The Company‟s capital was not changed.
Assets Liabilities
Current 13,009 Current 3,286
Noncurrent
Long-term receivables 1,173 Noncurrent 1,865
Shareholder‟s equity
Property and equipments 46,657 Capital reserve 37,000
Legal reserve 487
Total noncurrent assets 47,830 New investments reserve 10,585
Retained earnings 7,616
55,688
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
1. Operations (Continued)
Assets Liabilities
Current 3,961 Current 102
Noncurrent
Long-term receivables 133 Noncurrent 413
Shareholder‟s equity
Property and equipments 13,173 Capital reserve 7,991
Retained earnings 8,761
Total noncurrent assets 13,306 16,752
Assets Liabilities
Noncurrent
Shareholder‟s equity
Investments 16,752 Capital reserve 9,309
Retained earnings 7,443
16,752
Assets Liabilities
Current 1,282 Current 192
Noncurrent 35
Noncurrent
Shareholder‟s equity
Property and equipments 857 Capital reserve 1,715
Retained earnings 197
1,912
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Brazilian FASB (“CPC”) issued and the Brazilian Securities and Exchange
Commission (“CVM”) approved in 2009 several accounting pronouncements aligned
with International Financial Reporting Standards (“IFRS”) issued by the International
Accounting Standards Board (IASB), effective for financial years started on or after
January 1, 2010, with retroactive application to 2009, for purposes of comparison.
However, as allowed by CVM Rule No. 603, dated November 10, 2009, the Company
elected to present the Quarterly Information - ITR for 2010 in accordance with the
accounting standards in force until December 31, 2009. In view of this, the quarterly
information is being presented in accordance with accounting practices adopted in
Brazil, observing accounting provisions in corporate legislation (Law No. 6404/76),
which include the new provisions as introduced, amended and revoked by Law No.
11638, dated December 28, 2007 and Law No. 11941, dated May 27, 2009, as well as
the accounting standards and procedures issued by CVM and CPC, in force until
December 31, 2009.
Company management, using its best professional judgment, presents below a brief
description of the possible significant changes in previously adopted accounting
practices for the June 30, 2010 quarterly information:
CPC 28 Investment Property, approved by CVM Ruling No. 584, of July 31, 2009:
CPC 28 addresses, among other aspects, the procedures to be adopted for
recognition, measurement and disclosure of investment properties. The Company
expects this Pronouncement to produce significant impacts on its financial
statements, once the shopping malls it owns are considered as investment
properties, requiring that they be measured at fair value, or, alternatively,
maintenance of assets at cost with disclosure of the corresponding fair value.
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
The Company is developing a specific methodology for determining the fair value
of its investment properties, considering the assumptions and other requirements
from CPC 28. In addition, the Company has been evaluating the option granted
by CPC 28 of recording at fair value or maintenance at cost, with disclosure only
of the fair value of investment property. In view of this, it was not possible to
estimate the effects from adoption of this pronouncement at June 30, 2010.
CPC 27 Property, Plant and Equipment, approved by CVM Rule No. 583, dated
July 31, 2009: The objective is to establish initial recognition and the main points
to be considered in recording fixed assets, including cost breakdown and methods
allowed for depreciation calculation. This procedure should be analyzed together
with ICPC 10 Interpretation “Understanding of Accounting Pronouncements CPC
27 and CPC 28”.
The Company believes that this accounting procedure will have impact only on
fixed asset items that will not be classified as investment properties, i.e. those that
are usually used to carry out support and/or administrative activities, if it elects to
record investment properties at fair value.
If the Company opts for maintenance of investment properties at cost, CPC 27
would be applicable to all the Company‟s fixed asset items.
The main changes in relation to the current practice are:
(i) Adoption of deemed cost, probably with increase in the cost of property and
equipment at 12/31/2008 (beginning balances of the first financial statements
presented after adoption of CPC pronouncements), with matching entry to
shareholders‟ equity;
(ii) Required review of the useful life of fixed assets as a base for depreciation as
from 01/1/2009; and
(iii) Required deduction of estimated residual value of fixed assets to calculate
depreciation, as from 01/1/2009;
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
CPC 20 Costs of Loans, approved by CVM Rule No. 577, of June 5, 2009: The
Company already adopts the practice of capitalizing costs of loans directly
attributable to qualifiable assets. However, it is assessing the possibility of
adopting the criterion of capitalizing financial charges taken generically, but used
in obtaining qualifiable assets. As such, this Pronouncement could produce
impacts on the financial statements, depending on the option to be assessed by
the Company management during 2010. Quantification of these effects depends
on implementation of automated internal controls to identify, measure and record
such costs as part of property and equipment and/or investment properties. Such
controls are still being developed by the Company. In addition, the effects from
adoption of this CPC depend on the Company‟s option for recording its
investment properties at fair value or not, as mentioned before.
ICPC 02 Construction Contract for the Real Estate Sector, approved by CVM
Rule No. 612, of December 22, 2009: ICPC (CPC Instruction) No. 02 addresses,
among other aspects, the recording of revenues and corresponding costs of
entities that conduct the development and/or construction of properties directly or
by means of subcontractors. The Company expects this Pronouncement to
produce significant impacts on its financial statements, since it adopts the
accounting practice of recognizing revenues and corresponding real estate
development costs based on OCPC 01, and, based on ICPC 02, the procedures
for revenue and cost recognition must be changed, i.e., based on the construction
percentage of completion, to start being recognized upon key delivery to buyer.
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
If ICPC02 had been applied, the Company‟s shareholders equity and net income
(loss) would be impacted at June 30, 2010 and June 30, 2009, not considering
the effect of deferred taxes, as follows:
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Reclassification
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Reclassification (Continued)
Company
June 30, 2009 Reclassifications June 30, 2009
Original Reclassified
Consolidated
June 30, 2009 Reclassifications June 30, 2009
Original Reclassified
Income before income tax and social contribution tax was not affected by the
effects shown above.
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
% ownership
June 30, 2010 March 31, 2010
Direct Indirect Direct Indirect
Fiscal years of subsidiaries included in the consolidation coincide with those of the
parent Company, and accounting policies were uniformly applied in the consolidated
companies and are consistent with those used in prior years.
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Assets Liabilities
Current 6,327 Current 1,222
Noncurrent 22,062
Noncurrent Shareholders‟ equity
Accounts receivable 465
Property and equipment 57,305 Capital 51,336
Intangibles 2,194 Retained earnings (8,329)
59,964 43,007
Total 66,291 Total 66,291
Statements of operations
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Assets Liabilities
Current 77 Current 11
Reconciliation between net assets and net income for the period of company with the
consolidated is as follows:
(a) Adjustment referring to the Company‟s equity in the earnings of County not reflected on equity in the earnings of Renasce.
Leases
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Leases (Continued)
The Company records the rent of stores as operating lease. The minimum
amount of rent, including fixed increases from time to time set forth in the
contracts and excluding inflation adjustments, is recognized proportionally
to the Company‟s interest in each enterprise, on a straight-line basis during
the effectiveness of the related contracts, regardless of the way of receipt.
The difference between the minimum amount and that resulting from the
application of percentages on gross sales revenues is deemed to be
contingent payments and thus recognized in P&L when actually incurred.
The effects of inflation adjustments are also recognized when incurred.
Key money
Revenues from key money consist of the proportional interest the Company
holds in assignment of rights contracts (key money or assignment of
technical structure for shopping malls) related to shopping malls, recorded
as deferred revenues. P&L from assignment of rights, point-of-sale
repurchases and reverse key money are recognized on a straight-line basis,
by reference to the rental term of the stores under concern.
Sale of property
For installment sale of completed units, income is recognized upon the sale
of such units irrespective of the period for receipt of the contractual amount.
Fixed interest rates set in advance are allocated to profit and loss under the
accrual method, irrespective of its receipt.
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Sale of property
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Parking
Services
a.2) Expenses
The Company‟s and its Brazilian subsidiaries‟ functional currency is the Brazilian
real (R$), which is also the financial statement preparation and reporting currency
for Company and consolidated.
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Financial instruments are recognized when the Company becomes party to the
contractual provisions of said instruments. They are initially recognized at fair
value plus transaction costs directly attributable to their acquisition or issue,
except for financial assets and liabilities classified at fair value through profit or
loss, when such costs are directly charged to P&L for the year. Subsequent
measurement of financial assets and liabilities is determined by their classification
at each balance sheet.
c.1) Financial assets: are classified into the following specified categories,
according to the purpose for which they have been acquired or issued:
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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
c.1) Financial assets: are classified into the following specified categories,
according to the purpose for which they have been acquired or issued:
(Continued)
Main financial assets recognized by the Company are: cash and cash equivalents,
trade accounts receivable, and sundry loans and advances.
c.2) Financial liabilities: are classified into the following specified categories,
according to the nature of underlying financial instruments:
i) Financial liabilities measured at fair value through profit and loss at each
balance sheet date: financial liabilities usually traded before maturity, and
liabilities designated at fair value through P&L upon first time recognition.
Interest, monetary restatement and foreign exchange gains/loss from fair
value measurement, when applicable, are recognized in profit or loss, as
incurred.
ii) Financial liabilities not measured at fair value: non derivative financial
liabilities not usually traded before maturity. They are initially measured
at amortized cost using the effective interest rate method. Interest,
monetary restatement and foreign exchange gains/loss, when
applicable, are recognized in profit or loss, as incurred.
Main financial liabilities recognized by the Company are: loans and financing,
debentures and property acquisition obligations.
27
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
e) Accounts receivable
There are stated at realizable values. An allowance for doubtful accounts is set up
in an amount considered sufficient by management to cover any losses on
collection of receivables.
Land and properties held for sale are valued at acquisition or construction cost,
not exceeding market value.
g) Investments
Interest and other charges in connection with financing taken out for construction
in progress are capitalized until the respective assets start operations.
Depreciation follows the same criteria applied to and is calculated over the useful
life of the fixed asset item to which they were directed.
28
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Lease agreements are recognized in property, plant and equipment at the value
of the asset under lease and also in liabilities, as loans and financing, at the lower
of the mandatory minimum installments there under or the asset fair value. The
amounts recorded in property, plant and equipment are depreciated over the
shorter of the estimated useful life of the assets or the lease term. The implicit
interest on loans and financing recognized in liabilities is charged to P&L over the
life of the contract using the effective interest rate method. Operating lease
agreements are recognized as expense on a systematic basis, being
representative of the period in which the benefit derived from the leased asset is
obtained, even if such payments are not made on the same basis.
j) Intangibles
Internally generated intangibles are recognized in P&L for the year when they
were generated. Intangible assets with finite useful life are amortized over their
estimated useful life and subject to an impairment test if there is any indication of
impairment. Intangible assets with an indefinite useful life are not amortized, but
are subject to annual impairment test.
k) Deferred
29
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Management annually tests the net book value of the assets with a view to
determining whether there are any events or changes in economic, operating or
technological circumstances that may indicate impairment loss. To date, no
evidence indicating that the net book value exceeds the recoverable amount was
identified. Accordingly, no provision for impairment was required.
Liabilities are recognized in the balance sheet when the Company has a legal or
constructive obligation arising from past events, the settlement of which is
expected to result in an outflow of economic benefits. Some liabilities involve
uncertainties as to term and amount, and are estimated as incurred and recorded
as a provision. Provisions are recorded reflecting the best estimates of the risk
involved.
Assets are recognized in the balance sheet when it is likely that their future
economic benefits will be generated on the Company‟s behalf and their cost or
value can be safely measured.
n) Taxation
Revenues from sales and services are subject to the following taxes and
contributions, at the following basic tax rates:
Rate
Tax Abbreviation Company Subsidiaries
30
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Taxation on net profit includes income and social contribution taxes. Income tax is
computed on taxable profit at a 25% whereas social contribution is computed at a
9% tax rate on taxable profit, recognized on an accrual basis. Therefore, additions
to the book profit of expenses, temporarily nondeductible, or exclusions from
revenues, temporarily nontaxable, for computation of current taxable profit
generate deferred tax credits or debits.
As provided for in tax legislation, all companies that are part of the Multiplan
Group, which had gross annual revenue for the prior year lower than R$ 48,000
opted for the presumed-profit method. The provision for income tax is set up
quarterly, at the rate of 15%, plus 10% surtax (on the portion in excess of R$ 60
of presumed profit computed as a percentage of gross revenue), applied to the
tax base of 8% of revenue from sales. CSLL is computed at the rate of 9%
applied to the tax base of 12% of revenue from sales. Financial income and other
revenues are fully taxed by IRPJ and CSLL at their normal rates.
As provided in Law No. 9065 dated June 20, 1995, the Company offset its income
and social contribution tax losses with net income adjusted by additions and
exclusions as provided for in income and social contribution tax legislation and in
observance of the maximum offset limit of 30% (thirty percent) on that net income.
Deferred tax credits deriving from Corporate Income Tax (IRPJ) and Social
Contribution Tax on Net Profit (CSLL) losses are recognized only to the extent that
a positive taxable base for which temporary differences may be used is likely to
occur.
31
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Noncurrent monetary assets and liabilities are discounted to present value, and
so are current monetary assets and liabilities considered to have a significant
effect on the overall financial statements. The discount to present value is
calculated using contractual cash flows and the explicit interest rate, and in
certain cases the implicit interest rate, of respective assets and liabilities.
Accordingly, the implicit interest rate of income, expenses and costs associated
with therewith is discounted in order to recognize such assets and liabilities on an
accrual basis.
Such interest rates are subsequently posted to the income statement as financial
expenses or financial income using the effective interest rate method in relation to
contractual cash flows. Implicit interest rates applied were determined based on
assumptions and are deemed accounting estimations.
32
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Used to measure and recognize certain assets and liabilities in the Company‟s
and its subsidiaries‟ financial statements. These estimates were determined
based on past and current events‟ experience, assumptions in respect of future
events, and other objective and subjective factors. Significant items subject to
such estimates include selection of useful lives of property, plant and equipment
and intangible assets; allowance for doubtful accounts; provision for inventory
losses; provision for losses on investments; analysis of recoverability of property,
plant and equipment and intangible assets; deferred income and social
contribution taxes; the rates and terms applied in determining the discount to
present value of certain assets and liabilities; provision for contingencies; fair
value measurement of share-based compensation and financial instruments; and
estimates for disclosure in the sensitivity analysis table of derivative financial
instruments pursuant to CVM Instruction No. 475/08. Settlement of transactions
involving these estimates may result in amounts different from those recorded in
the financial statements due to the uncertainties inherent in the estimate process.
The Company reviews its estimates and assumptions at least on a quarterly
basis.
The statements of cash flows were prepared and are presented in accordance
with CVM Resolution No. 547, of August 13, 2008, which approved Technical
Pronouncement CPC 03 - Statement of Cash Flows, issued by the Brazilian
FASB (CPC).
33
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
5. Accounts receivable
June 30, 2010 March 31, 2010
Company Consolidated Company Consolidated
(a) Refers to balances regarding acknowledgment of debt, rent and others, which were overdue, have been renegotiated and are to
be paid in installments.
(b) Refers to administration fees receivable by the Company and the subsidiary Multiplan Administradora, charged from investors or
shopkeepers of the shopping centers administered by them, which correspond to a percentage applied on store rent (7% on the
net income of the shopping, or 6% of the minimum rent, plus 15% on the portion exceeding minimum rent or fixed amount), on
common shopkeeper charges (5% of expenses incurred), on financial management (variable percentage on expenses incurred
in shopping center expansions) and on promotional fund (5% of promotional fund collection).
34
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
These credits mainly refer to real estate developments in progress, whose title deeds
are only granted after settlement and/or negotiation of customers‟ credits and are
restated by reference to the National Civil Construction Index - INCC variation through
to keys delivery; and afterwards by reference to General Price Index - IGP-DI
variation.
35
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
36
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
(a) During 2005 Bozano Simonsen Centros Comerciais S. A., a company acquired by Multiplan Empreendimentos on February 24,
2006, filed a writ of mandamus against the Federal Government. Through this writ Bozano requested (i) declaration of
unenforceability of tax credits on the difference between the amount that would have been due in COFINS and PIS taxes in
accordance with the systematic calculation introduced by Law No. 9718/98 and the amount that would have been due without the
aforementioned changes to that law in relation to future payments; and (ii) declaration of the right to offset amounts for COFINS
and PIS paid in error from the date of the implementation of the systematic calculation under Law No. 9718/98, restated at the
Central Bank Overnight Rate SELIC, in accordance with Law No. 9430/96, with the Company‟s own tax debts in any tax or
contribution administered by the Brazilian IRS, in accordance with article 66, of Law No. 8383/91 and article 74, of Law
No. 9430/96. In September 2009, a final decision on the writ of mandamus was handed down. As a consequence, grounded on the
legal opinion of its outside lawyers, the Company recorded a tax credit of R$ 18,718, according to its best estimates at this time.
This process is currently under validation from the Brazilian IRS.
37
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Deferred income and social contribution taxes will be fiscal realized according to
Company Management expectations, as follows:
38
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
(b) According to the tax criterion, the result of the sale of real estate units is determined based on the
financial realization of revenues (cash basis) and costs are determined by applying a percentage on
revenues recorded until then, and such percentage corresponds to that of total estimated cost in
relation to total estimated revenues.
(c) The goodwill recorded in Bertolino Participações Ltda. balance sheet, company merged in 2007
deriving from Multiplan capital participation acquisition in the amount of R$ 550,330 and based on the
investment‟s expected future profitability, will be amortized by Multiplan premised on said
expectations over a term of 4 years and 8 months. In consonance with CVM Instruction No. 349/01,
Bertolino set up a provision for net equity make-whole before its merger in the amount of R$ 363,218,
corresponding to the difference between the goodwill amount and the tax benefit deriving from the
related amortization. This caused Multiplan to absorb only the assets relating to the goodwill
amortization tax-deductible benefit, in the amount of R$ 186,548. The referred provision will be
reversed in proportion of the goodwill fiscal amortization by Multiplan.
(e) The criterion adopted to account for revenue rent is based on straight-line revenues during the
effectiveness of the contract, regardless of the receipt term.
39
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Reconciliation of the income and social contribution tax expense calculated at the
applicable combined statutory rates and the corresponding amounts posted to the
statement of income is as follows:
Company Consolidated
June 30, June 30, June 30, June 30,
2010 2009 2010 2009
Calculation under taxable income methods
Income before income and social contribution taxes 154,061 89,012 162,507 92,733
Additions
Amortization of goodwill 551 531 551 531
Other provisions - - - 1,831
Nondeductible expenses 31,835 14,786 31,835 6,818
Effect of subsidiaries‟ IRPJ base eliminated upon
consolidation - - 2,809 660
Effect of subsidiaries' IRPJ base relating to
minority interest - - 4,785 455
Result from real estate projects (4,444) 2,154 (4,444) 2,154
Result from equity equivalence (380) 4,058 4,951 4,058
Parent company‟s tax losses on which deferred
taxes were not recognized - - 11,783 1,659
Other - 1,018 231 1,123
27,562 22,547 52,501 19,289
Exclusions
Equity in the earnings of county for the period - - (747) (414)
Provisions reversal (12,662) (6,093) (12,662) -
Share issue costs (179) - (179) -
Realization of goodwill from merged company (119,901) (101,666) (119,901) (101,666)
Amortization of goodwill (56,633) - (78,745) -
(189,375) (107,759) (212,234) (102,080)
Tax profit (7,752) 3,800 2,774 9,942
Compensation of tax loss and social contribution tax
loss - (1,155) - (1,169)
Tax calculation base - 2,645 2,774 8,773
40
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
(a) The Shareholders‟ equity envolves the period since the acquisition date on the second semester of 2008.
41
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
At At
December 31, Acquisition of Equity in March 31,
Subsidiaries 2009 investment Disposals subsidiaries 2010
42
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
(b) On May 20, 2008, the Company acquired ownership interest of 50% in Haleiwa, for R$ 50 (in reais). The
Extraordinary Shareholders‟ Meeting of June 23, 2008, decided to increase capital of Haleiwa from R$ 1 to
R$ 29,893, through issue of 26,892,266 registered common shares, namely: (a) 13,446,134 shares subscribed and
paid by Multiplan in the amount of R$ 13,446, through capitalization of credits held receivable from the company
resulting from loan agreement and advances for future capital increase made on May 28, 2008 and June 2, 2008,
for the acquisition of the land described in the business purpose of Haleiwa; (b) 1,500,000 shares subscribed but
not yet paid by Multiplan.
43
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Cost
Land - 580,713 19,759 - - 7,436 607,908
Improvements 2a4 1,306,254 564 (13,347) - - 1,293,471
Accumulated depreciation (184,717) - 304 (6,877) - (191,290)
Net 1,121,537 564 (13,043) (6,877) - 1,102,181
Installations 2 a 10 134,860 191 (1,888) - - 133,163
Accumulated depreciation (46,333) - 122 (2,403) - (48,614)
Net 88,527 191 (1,766) (2,403) - 84,549
Machinery, equipment,
furniture and fixtures 10 15,594 1,023 (2) - (488) 16,127
Accumulated depreciation (5,998) - - (439) 5 (6,432)
Net 9,596 1,023 (2) (439) (483) 9,695
Other 10 a 20 4,820 976 - - 488 6,284
Accumulated depreciation (1,715) - - (114) (5) (1,834)
Net 3,105 976 - (114) 483 4,450
Construction in progress - 219,536 70,012 (2,108) - (7,436) 280,004
2,023,014 92,525 (16,919) (9,833) - 2,088,787
Fair value of assets
Brazilian Realty LLC
Land 10,106 - - - - 10,106
Improvements 27,324 - - - - 27,324
Accumulated amortization (2,081) - - (190) - (2,271)
Net 25,243 - - (190) - 25,053
Indústrias Luna S.A.
Land 1 - - - - 1
Improvements 3 - - - - 3
Accumulated amortization - - - - - -
Net 3 - - - - 3
JPL Empreendimentos
Ltda.
Land 2,915 - - - - 2,915
Improvements 7,881 - - - - 7,881
Accumulated amortization (592) - - (55) - (647)
Net 7,289 - - (55) - 7,234
Solução Imobiliária Ltda.
Land 398 - - - - 398
Improvements 1,262 - - - - 1,262
Accumulated amortization (93) - - (10) - (103)
Net 1,169 - - (10) - 1,159
Manati
Land 837 - - - - 837
Improvements 2,381 - - - - 2,381
Accumulated amortization (115) - - (21) - (136)
Net 2,266 - - (21) - 2,245
(a) 50,227 - - (276) - 49,951
2,073,242 92,525 (16,919) (10,109) - 2,138,738
(a) As described in Note 10 (b), (c) and (d), goodwill deriving from the difference between market and book values of the assets of acquired investments,
has been amortized as the related assets are realized by the subsidiaries, either by depreciation or write-off as a result of asset disposal. For
consolidation purposes, and in accordance with article 26 of CVM Instruction No. 247/96, goodwill resulting from the difference between market and
book values of assets has been classified in the account used by the parent company to record the related asset, under property, plant and equipment.
44
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Annual Consolidated
amortization March 31, June 30,
rate (*) 2010 Acquisition Disposal Amortization 2010
45
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
(b) As mentioned in Note 10 (a) and (b), as a result of new investments acquired in 2007, the Company
recorded goodwill based on future profitability in the total amount of R$ 65,874, which were amortized
until December 31,2008 considering the term, extent and rate of results estimated in the report
prepared by independent experts, not exceeding ten years.
(c) Aimed to strengthen its internal control system while sustaining a well structured growth strategy, the
Company started implementing SAP R/3 System. To enable implementation, the Company executed a
service agreement in the amount of R$ 3,300 with IBM Brasil - Indústria, Máquinas e Serviços Ltda. on
June 30, 2008. Additionally, the Company entered into two software licensing and maintenance
agreements with SAP Brasil Ltda., both dated June 24, 2008, whereby SAP granted the Company a
non-exclusive software license for an indefinite period of time. The license purchase amount was set at
R$ 1,795.
46
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
47
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
(a) Loans and financing with BNDES, obtained for the construction of shopping malls MorumbiShopping, on may 2005 ParkShopping
Barigui on December 2002 and Shopping Pátio Savassi on may 2003, are guaranteed by mortgage of the related properties,
recorded under property and equipment for R$ 75,271 (R$ 75,498 on March 31, 2009), guarantees provided by directors or surety
furnished by parent company Multiplan Planejamento. Participações e Administração S.A.
(b) On September 30, 2008, the Company entered into a financing agreement with Banco ABN AMRO Real S.A. to build a shopping
mall located in Porto Alegre area in the amount of R$ 122,000, of which R$ 119,000 have been released to date. This financing
bears 10% interest p.a. plus the variation in the Referential Rate (TR), and it is amortizable in 84 monthly consecutive installments,
the first of which maturing July 10, 2009. This effective interest rate contractually provided for should be renegotiated from the 13th
month as from the first release or last adjustment and annually, as the case may be, if either of the following conditions
materializes: (a) pricing (interest rate + TR) lower than 95% of the average CDI for the last 12 months; or (b) pricing (interest rate +
TR) higher than 105% of the average CDI for the last 12 months. As loan guarantee, the Company provided statutory lien on the
property subject matter of financing, including all of its accessions and improvements that come to be made, and constituted
fiduciary assignment of the credits referring to receivables from rent contracts and assignment of rights in connection with the
property subject matter of financing, which shall correspond to at least 150% of the amount of a monthly installment until full debt
settlement.
This financing agreement has covenants determining that the Company must comply with leverage index equal to or below 1, also
total bank debt must be equal to or lower than 4 times EBITDA, to be computed annually based on the Company's financial
statements. At June 30, 2010, the Company was in full compliance with all of the contractual conditions.
(c) On May 28, 2008, the Company and the other Shopping Anália Franco venturers entered into a credit facility agreement with
Banco Itaú S.A. to renovate and expand the respective real property in the total amount of R$ 45.000, of which 30% are under the
Company‟s responsibility. This facility bears 10% interest p.a. plus TR and is amortizable in 71 monthly consecutive installments,
the first of which maturing January 15, 2010. As collateral for this debt, the Company assigned Shopping Center Jardim Anália
Franco in trust to Banco Itaú. Additionally, the Company assigned in trust to Banco Itaú receivables deriving from Shopping Jardim
Anália Franco lease agreement, corresponding to 120% of the monthly installments falling due from the agreement date.
(d) In October and December 2008, the Company executed three unsecured credit certificates with Banco Bradesco in the total
amount of R$ 80,000 to strengthen its cash management, as follows:
Renegotiation
Inicial date date Amount Interest rate
On April 7, 2009, the Company entered into a Private Instrument for Amendment to the bank credit bill, which extended the original
bill maturity date of April 7, 2009 to the following maturities: R$ 15,000 - September 29, 2010 and R$ 15,000 - March 28, 2011, and
also changed interest rate from 135% of CDI to 129.2% of CDI. In addition, in this quarter the Company settled early the bills
maturing on October 9, 2009 and November 30, 2009.
(e) As mentioned in Note 12.c, the Company executed a service agreement with IBM Brasil - Indústria. Máquinas e Serviços Ltda., on
June 30, 2008, and entered into two software licensing and maintenance agreements with SAP Brasil Ltda., both dated June 24,
2008. Pursuant to the 1st Addendum to the respective agreements, executed in July 2008, the amount of services related therewith
was the subject of lease financing by the Company to Banco IBM S.A. whereby the Company assigned to Banco IBM S.A the
obligation to pay for the services under such conditions as established in the agreements. As consideration therefore, the Company
will refund Banco IBM for all amounts spent in connection with the implementation, in 48 monthly successive installments of
approximately 2.1% of the total cost plus accrued DI-Over rate daily variation, the first installment falling due in March 2009. To
date, total amount under lease is R$ 5,095.
48
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
(g) On December 21, 2009 the Company entered into Loan Facility Agreement No. 09.2.1096.1 with the National Bank for Economic
and Social Development (BNDES) in order to raise funds to expand the façade of ParkShopping. Such loan was subdivided into R$
36,624 for sub-loan “A” and R$ 1,755 for sub-loan “B”. Long-term interest rate (TJLP), plus 3,53% p.a. (BNDES‟s fund-raising
cost), will be levied on sub-loan “A”, whilst interest of 4.5% p.a. will be levied on sub-loan “B”, which is intended for purchase of
machinery and equipment. On January 18, 2010 the Company was granted R$36,624 regarding sub-loan “A”. The amount will be
paid in 48 monthly and consecutive installments, the first falling due on August, 15, 2010.
(h) On November 19, 2009 the Company signed with Banco ABN AMRO Real S.A. a private agreement to raise funds to expand BH
Shopping, for R$ 102,400. The charges levied on such fund-raising are 10% p.a. plus Referential Rate (TR), repayable in 105
monthly and consecutive installments, the first falling due on December 15, 2010. As a guarantee for the funds, the Company
chattel mortgaged 35.31% of the property subject matter of the fund-raising and assigned in trust receivables from rent contracts
and assignment of rights on the real estate subject matter of fund-raising the Company is entitled to, which shall consist of at least
120% of the amount of a monthly installment until the debt is fully repaid. On June 30, 2010 Banco ABN AMRO Real S.A. released
a tranche of R$ 90,652. The contract includes an acceleration clause in case the total debt exceeds the amount equivalent to four
times EBITDA (earnings before interest, taxes, depreciation and amortization). As of June 30, 2010 the Company was in full
performance of all contractual conditions.
(i) On January 28, 2010 the Company signed with Banco IBM S.A. a loan facility agreement for a cap amount of R$ 15,000 to
purchase IT equipment and/or software programs and IT-related products and/or services. The charges levied on this loan are CDI
+ 1.48% p.a., as from the date of release of each tranche. Repayment will be in 8 semi-annual installments, in a total of 48 months.
As of June 30, 2010, Banco IBM S.A had released R$ 4,039 relating to this contract.
49
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
15. Debentures
On June 19, 2009, the Company completed the 1st Issue of Primary Public
Distribution Debentures, involving issue of 100 simple uncertified registered
unsecured debentures not convertible into shares, with a sole series, for public
distribution with restricted efforts, with firm guarantee, with nominal unit value of
R$ 1,000,000.00 (one million reais). The additional and supplementary lots of up to
35% have not been exercised. The operation matures within 721 (seven hundred and
twenty-one) days, also the debentures will be remunerated at 117% (one hundred and
seventeen percent) of the accumulated variation of the average daily rates for one-day
financial deposits, “over extra group”, calculated and disclosed daily by CETIP, in the
daily bulletin on its Internet page (“DI-Over Rate”) per year, considering 252 business
days. Amortization of the amount of principal related to the debentures will be fully
made on maturity date and remuneration payment will be made according to the
following table as from the issue date.
1st Remuneration payment date - December 17, 2009 (181 days as from the issue
date)
2st Remuneration payment date - June 15, 2010 (361 days as from the issue date)
3st Remuneration payment date - December 12, 2010 (541 days as from the issue
date)
4st Remuneration payment date - June 10, 2011 (721 days as from the issue date)
Under the debentures deed, the Company must comply with the following financial
indices, to be verified quarterly based on the Company‟s consolidated quarterly
information: Net Debt /EBITDA equal to or lower than 2.75 and EBITDA/Net Financial
Expense, related to the four quarters immediately before, equal to or higher than 2.75.
At June 30, 2010, the Company was in full compliance with all the contractual
conditions.
50
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
(a) With the public title registration dated March 11, 2008, the Company acquired a plot of land located in
Barra da Tijuca - Rio de Janeiro, destined for the construction of a shopping mall and other integrated
structures. The value of the acquisition was R$ 100,000, to be settled in the following manner: (a)
R$ 40,000 upon the act of signing the public title for purchase and sale; (b) R$ 60,000, in 36 equal
monthly installments, plus interest in the amount of 12% per annum, with the first installment being
due 30 days after the signing date of the public title.
(b) In December, 2006, the Company acquired from PSS, the total number shares issued by SC Fundo
de Investimento Imobiliário, for R$ 40,000, from which R$ 16,000 were to be paid up front. in 60
monthly and consecutive installments of R$ 494, already including annual interest of 9% by French
amortization method, plus monthly monetary restatement according to the variation of National
Consumer Price Index (IPCA), the first of which was falling due on January 20, 2007 and the
remaining, on the same day of subsequent months. Additionally, the Company acquired from PSS
10,1% of ownership interest in MorumbiShopping for R$ 120,000. The amount of R$ 48,000 was paid
on the deed date and the remaining balance will be settled in seventy-two consecutive monthly
installments, plus annual interest of 7% based on the French amortization method and adjustments
for the IPCA variation.
(c) In December 2006, the Company entered into an irrevocable private agreement with several
individuals and legal entities for sale and purchase of two plots of land in São Paulo for R$ 19,800, of
which R$ 4,000 were paid upon execution of the agreement and R$ 13,250 on February 20, 2007.
The amount of R$ 2,550 will be paid through assignment of the units under construction of “Centro
Empresarial MorumbiShopping”. The Company also acquired four plots of land adjacent to the
venture for R$ 2,694, already fully paid.
51
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
(e) Through a public deed of December 16, 2009 the Company purchased a plot of land in the city of
Jundiaí for R$46,533, R$ 700 paid in 2008, and R$ 20,000 on the date the deed was entered into. The
remaining R$ 25,833 will be settled as follows: R$ 1,665 on February 11, 2010, R$ 1,665 in April 2010,
R$ 1,670 in June 2010, and 42 monthly installments of R$ 496, the first falling due on January 11, 2010
and the others on the same days of subsequent months. All payments will be updated by the change in
IPCA, plus interest on arrears of 7.2% p.a., as from the date of the deed.
52
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
(a) Refers to tax delinquency notices received in July 2003 resulting from underpayment of income and social
contribution taxes in 1999. The subsidiaries Multishopping and Renasce opted to participate in the installment
payment plan of Law No. 10684/03. and the amount of the obligation was divided into 180 monthly installments
beginning in July 2003. In addition, subsidiary Renasce opted to participate in the installment payment plan of
the debt referring to the tax claim of the National Institute of Social Security - INSS, due to lack of payment of
INSS on third party labor, which was secured by the bank guarantee contract with Banco ABC Brasil S.A. up to
2004. The installment payment is restated by the Long-term Interest Rate - TJLP.
18. Contingencies
Company
Contingencies March 31, 2010 Additions Discharges June 30, 2010
53
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Provisions for contingencies were established to cover probable losses in administrative and legal proceedings related
to tax and labor issues, with expectation of probable losses, in an amount considered sufficient by Company
Management, based on the legal advice and assessment, as follows:
(a) In 1999, the Company started to question in court PIS and COFINS levy on the terms of Law 9718 of 1998. The
payments related to COFINS have been calculated according to ruling legislation and deposited in court. In
September 2009, a final decision on this case was handed down with the Supreme Court partially finding in favor
of the Company, judging that the levy of COFINS on revenues other than those stemming from sales of goods
and services is unconstitutional. It also found that the levy of COFINS on revenues from the sale of property
leases is constitutional. Accordingly, the Company recorded a reversal in the provision amounting to R$ 1,594.
(b) The provisions for PIS, COFINS and IOF result from financial transactions with related parties until December
2006. As from 2007, the Company has been paying IOF normally.
(c) In March 2008, based on the opinion of its legal advisors, the Company established a provision for
contingencies, amounting to R$ 3,228, and made a judicial deposit in the same amount. Such provision consists
of claims for damages filed by relatives of victims of a homicide on the premises of Cinema V at Morumbi
Shopping. The remaining balance of the provisions for civil claims consists of various minor value claims filed
against the shopping malls in which the Company holds equity interest.
54
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Taxes and social contributions determined and paid by the Company and your
subsidiaries are subject to review by the tax authorities for different statute barring
periods.
55
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
56
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Until June 30, 2010 the Company made advances to Manati Empreendimentos e
Participações S.A. of R$ 10,425, which has ownership interest of 75% in Santa Úrsula
Mall, in order to pay debts of the condominium. The Company intention is to use this
balance for capitalization purposes.
The balances payable to Helfer Comércio e Participações Ltda. And Plaza Shopping
Trust SPCO Ltda. (consolidated) refer to advances made by these companies to
subsidiary MPH Empreendimentos Imobiliários for future capitalization purposes, in
order to finance Vila Olímpia venture works, in which MPH holds interest of 71.5%.
57
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
The Board of Directors‟ Meeting held on January 18, 2010, approved private issue
of 1,497,773 registered common shares, with no par value, for issue price of R$
11.06 per share, to increase Company capital by R$ 16,565. This share issue
resulted from exercise of the share purchase option granted to the Company‟s
CEO, Mr. José Isaac Peres, under the Company‟s Share Purchase Plan, approved
by the Common Shareholders‟ Meeting of July 6, 2007, as described in Note 21(g).
Share issue observed authorized capital limit provided for by article 8, paragraph 1
of the Company‟s articles of incorporation
At June 30, 2010 and March 31, 2010 the parent company‟s capital is represented
by 179,197,214 common and preferred, registered and book entry shares, with no
par value. distributed as follows:
Number of shares
June 30, 2010 March 31, 2010
Shareholder Common Preferred Total Common Preferred Total
b) Legal reserve
c) Expansion reserve
In accordance with provisions set forth in the Company‟s bylaws, the remaining
portion of net profit after absorption of accumulated losses, establishment of legal
reserve and distribution of dividends was earmarked for expansion reserve, which
is intended to secure funds for new investments in capital expenditures, current
capital, and expanded corporate activities.
58
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
As explained in Notes 9, upon Bertolino‟s merger into the Company, the goodwill
recorded on Bertolino‟s balance sheet deriving from the purchase of Multiplan capital
participation, net of provision for net equity make-whole, was recorded on the
Company‟s books, after said merger, under a specific asset account - deferred income
and social contribution taxes, as per contra to special goodwill reserve upon merger,
pursuant to the provisions set forth in article 6°, paragraph 1° of CVM Instruction
No. 319/99. This goodwill will be amortized according with the same expected future
profitability that gave rise to it, over a term of 5 years.
e) Treasury shares
The Company has then decided to invest funds available in the repurchase of
shares in order to maximize shareholder‟s value. Therefore, to date the Company
purchased 340,000 common shares (340,000 on June 30, 2010). In the 2nd quarter
of 2010, 204,714 shares were used for settlement of options exercise. At June 30,
2010, the number of treasury shares corresponds to 135,286 shares. For further
detail, see Note 21 (g).
59
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
2009
The amount effectively paid was increased by R$ 13 to adjust the value per share
of R$ 0.3404, as approved by shareholders' resolution at the Special General
Meeting (SGM) held on April 30, 2010, to the number of outstanding shares on the
referred to date.
The Extraordinary Shareholders‟ Meeting of July 6, 2007, approved the terms and
conditions of the Company‟s Stock Options Plan to become effective from this date,
for Company‟s administrators, employees and service providers. The Plan is
administered by the Company‟s board of directors.
The Stock Option Plan beneficiaries are allowed to exercise their options in a four
years‟ time from the date of granting. Vesting period will be of up to two years, with
releases of 33.34% as from the second anniversary, 33.33% as from the third
anniversary, and 33.33% as from the fourth anniversary.
60
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Shares price shall be based on average quotation on the São Paulo Stock
Exchange (Bovespa) of the Company‟s shares of the same class and type for the
20 (twenty) days immediately before option granting date, weighted by trading
volume, monetarily restated by reference to the Amplified National Consumer Price
Index (IPCA) variation published by the Brazilian Institute of Geography and
Statistics (IBGE), or by any other index determined by the Board of Directors, until
effective option exercise date.
Five stock option distributions were made, distributed over the years, in 2007,
2008, 2009 and 2010 which observe the maximum limit of 7% provided for by the
plan, as summarized below:
d. Program 4 - On April 13, 2009, the Company‟s board of directors approved the
4th Share Purchase Option Plan related to shares issued by the Company,
approving granting of 1,300,100 such shares. Out of these, 44,100 shares
were granted to an employee who left the Company before the minimum
period to exercise the option.
e. Program 5 - On March 4, 2010, the Company‟s Board of Directors approved
the 5th Share Purchase Option Program of the Company, involving 966,752
shares.
61
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
The distributions in (b), (c), (d) and (e) follow the parameters defined by the Stock
Options Plan described above.
On January 7, 2010 the President Director Mr. José Isaac Peres exercised
1,497,773 call options. Throughout the 2nd half of 2010, certain beneficiaries have
exercised 204,714 stock purchase options related to programs 2 and 3.
Accordingly, on June 30, 2010, the shares making up the Company Stock Option
Plan reached the amount of 3,050,838, which consist of 1.70% of total stock at
June 30, 2010. The dilution percentage did not consider the issue of new shares.
% of options Maximum
released for number of
Vesting period as from granting exercise shares
Program 1
180 days after the Initial Public Offering - 01/26/08 100% 1,497,773
Program 2
As from the second anniversary - 11/21/09 33.4% 32,732
As from the third anniversary - 11/21/10 33.3% 32,634
As from the fourth anniversary - 11/21/11 33.3% 32,634
Program 3
As from the second anniversary - 06/04/10 33.4% 312,224
As from the third anniversary - 06/04/11 33.3% 311,288
As from the fourth anniversary - 06/04/12 33.3% 311,288
Program 4
As from the second anniversary - 04/13/11 33.4% 419,504
As from the third anniversary - 04/13/12 33.3% 418,248
As from the fourth anniversary - 04/13/13 33.3% 418,248
Program 5
As from the second anniversary - 03/04/12 33.4% 322,986
As from the third anniversary - 03/04/13 33.3% 321,883
As from the fourth anniversary - 03/04/14 33.3% 321,883
62
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
The average weighted fair value of call options at at the granted dates, described
below. was estimated using the Black-Scholes options pricing model, assuming the
assumptions listed below:
Weighted
average
Average fair value of
Volatility Risk free rate maturity options
Shareholders
Income Equity
The effect in the first semester of 2010 from the recognition of share-based
payment on shareholders‟ equity and on P&L was R$ 2,544 (R$ 1.317 on June 30,
2009).
63
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
i) Cash and cash equivalents - stated at market value, which is equivalent to their
book value;
ii) Trade accounts receivable and sundry loans and advances - classified as
financial assets held to maturity and accounted for at their contractual amounts,
which are equivalent to market value.
iii) Property acquisition liabilities, loans and financing and debentures - classified as
financial liabilities held to maturity and accounted for at their contractual amounts.
64
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
The main risk factors to which the subsidiary companies are exposed are the
following:
• Possibility of variation in the fair value of their financings at fixed rates, if such
rates do not reflect current market conditions. While constantly monitoring
these indexes, to the present date the Company does not have any need to
take out hedges against interest rate risks.
• Inability to obtain financing in the event that the real estate market presents
unfavorable conditions, not allowing absorption of such costs.
This risk is related to the possibility of the Company and its subsidiaries posting
losses resulting from difficulties in collecting amounts referring to rents, property
sales, key money, administration fees and brokerage commissions. This type of
risk is substantially reduced owing to the possibility of repossession of rented
stores as well as sold properties, which historically have been renegotiated with
third parties on a profitable basis.
65
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
The risk is related to the possibility of the Company and its subsidiaries posting
losses resulting from difficulties in realizing short-term financial investments. The
risk inherent to such financial instruments is minimized by keeping such
investments with highly-rated banks.
In accordance with CVM Rule No. 550 of October 17, 2008, which provides for
disclosure of information about derivative financial instruments in notes to
financial statements, the Company informs that it does not have any policy on the
use of derivative financial instruments. Accordingly, no risks arising from possible
exposure associated with these instruments were identified.
Sensitivity analysis
In order to check the financial asset and liability indexes to which the Company is
exposed at June 30, 2010 for sensitivity, 5 different scenarios were defined and an
analysis of sensitivity to fluctuations in these instruments‟ indexes was prepared.
Based on FOCUS report dated June 25, 2010, CDI, IGP-DI, and IPCA indexes were
projected for year 2010 - set as the probable scenario - from which decreasing and
increasing variations of 25% and 50%. Respectively, were calculated.
Financial assets and liabilities indexes:
Probable
Index 50% decrease 25% decrease scenario 25% increase 50% increase
Financial assets:
Gross financial income was calculated for each scenario as at June 30, 2010, based
on one-year projection and not taking into consideration any tax levies on earnings.
The Interbank Deposit Certificate (CDI) index was checked for sensitivity at each
scenario.
66
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Company:
Remuneration June 30, 50% 25% Probable 25% 50%
rate 2010 decrease decrease scenario increase increase
67
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
Consolidated:
Remuneration June 30, 50% 25% Probable 25% 50%
rate 2010 decrease Decrease scenario increase increase
Accounts receivable
Trade accounts receivable -
leases IGP-DI 56,005 2,534 3,801 5,068 6,336 7,603
Trade accounts receivable - key
money IGP-DI 66,777 3,022 4,532 6,043 7,554 9,065
IGP-DI 4,045 183 275 366 458 549
Others trade accounts receivable N/A 16,842 N/A N/A N/A N/A N/A
143,669 5,739 8,608 11,477 14,348 17,217
Financial liabilities:
Gross financial expense was calculated for each scenario as at June 30, 2010, based
on the indexes‟ one-year projection and not taking into consideration any tax levies
and the maturities flow of each contract scheduled for 2010. The indexes were
checked for sensitivity at each scenario.
68
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
69
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
As described in Note 21.g, the Company shareholders approved a stock option plan
for the Company‟s administrators and employees.
Additionally, the company directors and employees have the right to health care plan
and life insurance.
26. Insurance
The Company holds an insurance program for the shopping centers in which it holds
interest with CHUBB do Brasil Cia. de Seguros, in force from November 30, 2009 to
November 30, 2010 (“Insurance Program”). The Insurance Program provides three
insurance policies for each development as follows: (i) comprehensive type property
insurance to insure against property risk in the risk portfolio (ii) commercial
establishment type insurance to insure against commercial general liability and
(iii) commercial general liability insurance to insure against risks associated with the
safekeeping of vehicles. Risk cover is subject to conditions and exclusions provided
for in the respective policies, within which we stress the exclusion of damages
stemming from acts of terrorism. In addition, the Company has contracted an
engineering risks policy for any expansion, refurbishment, improvement or
construction work to insure the execution of the respective development.
As well as the policies mentioned above the Company has contracted a commercial
general liability insurance policy in the Company‟s name with a limit greater than those
contracted for each individual shopping center. The policy is intended to protect the
interests of our shareholders against third party claims up to a limit of R$ 50,000.
In addition to these policies, the Company holds a D&O insurance policy for the
maximum indeminity limit of R$ 97,305 (ninety-seven million, three hundred and five
thousand reais) under a co-insurance arrangement among insurers Chubb do Brasil,
Itaú Seguros and Liberty Paulista Seguros. For the public offering of shares in 2009,
this policy was endorsed to cover any claims regarding the issue.
70
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
Notes to financial statements (Continued)
June 30, 2010
(In thousands of reais, excepted when indicated)
On July 22, 2010, the Company purchased 15.6% interest in Pátio Savassi shopping
mall by exercising the purchase option executed with MK Empreendimentos e
Participações Ltda. Multiplan invested R$51,777 to increase its share from 80.9% to
96.5%. On that date the Company also bought, for R$4,223, assets and interest in
land properties located at the mall surroundings for future expansion.
71
MULTIPLAN ANNOUNCES NET OPERATING INCOME (NOI) OF
R$100 MILLION AND EBITDA OF R$81 MILLION IN 2Q10
Rio de Janeiro, August 11, 2010 – Multiplan Empreendimentos Imobiliários S.A. (Bovespa: MULT3), announces
its second quarter 2010 results. The following financial and operational information, except where otherwise
stated, is shown in Reais (R$), and based on consolidated figures, in accordance with the generally accepted
accounting practices in Brazil (BR GAAP).
HIGHLIGHTS
Multiplan‟s
null
Shopping Center Sales climbed 21.8% Deferred Income reached the record high amount of
in the quarter or 23.7% in the first half of 2010, with R$150.0 million, benefitting from R$19.6 million of
null showing double digit increases in both
all malls Key Money signed in the quarter. Multiplan invested
periods.
null R$17.2 million in marketing campaign at the
Same Store Sales (SSS) went up 11.9% company and project level this quarter, which should
null
(2Q10/2Q09) and 13.2% (1H10/1H09) boosted by further boost the leasing and selling effort of the ten
null
food court & gourmet areas and home & office current projects and future launchings.
sectorsnullsales. As for the Same Area Sales (SAS), Multiplan continues to benefit from economies of
recent changes in store mix led to a growth of 13.3% scale. While NOI growth exceeded 22.9% over 2Q09
null
(2Q10/2Q09) and 14.8% (1H10/1H09), above the reaching R$99.9 million, the leverage of this hike led
SSS for eachDESTAQ
period. EBITDA, AFFO and Adjusted Net Income to grow
Net UES
Revenue grew 33.6% in the quarter reaching 27.5%, 58.8% and 68.1% respectively. AFFO
R$143,1 million, reinforcing the company´s reached R$178.1 million in 1H10 with a margin of
FINANCEIROS
efficiency in delivering high returns per sq. m. 63,7%, providing a sustainable cash generation to
This account was also boosted by a R$12.2 million fund the company´s expected development pipeline.
revenue due to the fast pace development of its The company plans to invest over R$1.0 billion
office tower at BarraShoppingSul, planned to be only in the recently announced projects until 2012,
delivered in less than a year. which should increase the company‟s owned GLA
Rental Revenue, went up 23,5% reaching R$100.7 by 44.0% to over half a million m².
million in 2Q10, despite a negative carry-over from Multiplan has ten projects under development:
contract indexation to IGP-DI. The figure for the first four shopping centers, three expansions and three
half 2010 was R$199.7 million, a gain of 24.1% over office towers.
1H09. Overage exceeded by 59.2% 2Q09 figures, The three Greenfield and three expansion projects
suggesting a strong momentum for shopping center under leasing have 58.4% of its 772 stores already
tenants. Besides the success of current operations, leased.
the rapid growth of new shopping centers and
expansions recently opened were one of the
drivers for this performance.
Recent events and projects under development:
On July 1, Standard&Poor´s updated its corporate credit ratings for Multiplan, raising it from brAA to brAA+
on the Brazilian National Scale, and reaffirming the BB+ rating on the global scale, with a stable perspective.
On July 22, the company increased its ownership interest in Pátio Savassi through the acquisition of an
additional 15.6% of the mall, reaching 96.5%.
On that same date, the company also acquired assets and interest in land parcels located in the
surrounding areas of the shopping center for future expansion. In November of this year, a 1,109 m² expansion
in GLA is expected to open in Pátio Savassi, with addition of 5 new stores.
On July 28, Multiplan announced the development of ParkShopping Corporate, a class A project integrated
to ParkShopping with two office towers for lease (Multiplan‟s interest is 50%). The buildings will have a total
GLA of 13,360m², with 391 exclusive parking spaces. Construction is expected to start in 1Q11 and the towers
should be delivered by 4Q12.
OPERATING AND FINANCIAL HIGHLIGHTS
Financial (MTE %) (R$‟000) 2Q10 2Q09 Chg. % 1H10 1H09 Chg. %
Gross Revenue null 157,373 119,417 ▲31.8% 307,337 230,331 ▲33.4%
Net Revenue null 143,096 107,069 ▲33.6% 279,476 208,011 ▲34.4%
Headquarters 25,325 24,657 ▲2.7% 45,393 43,542 ▲4.3%
Rental Revenue null 100,666 81,498 ▲23.5% 199,717 160,888 ▲24.1%
Rental Revenue/m² DESTAQUES FINANCEIROS 303 R$/m² 258 R$/m² ▲17.5% 576 R$/m² 486 R$/m² ▲18.4%
Rental Revenue USD/sq. foot 15.6 US$/sqf 12.3 US$/sqf ▲27.0% 29.6 US$/sqf 23.2 US$/sqf ▲27.9%
EBITDA 80,922 63,445 ▲27.5% 166,214 123,392 ▲34.7%
EBITDA Margin 56.6% 59.3% ▼271 b.p 59.5% 59.3% ▲15 b.p
Net Operating Income (NOI) 99,907 81,305 ▲22.9% 199,635 155,026 ▲28.8%
Net Operating Income/m² 300 R$/m² 257 R$/m² ▲16.9% 575 R$/m² 469 R$/m² ▲22.8%
Net Operating Income USD/sq. foot 15.5 US$/sqf 12.2 US$/sqf ▲26.3% 29.6 US$/sqf 22.3 US$/sqf ▲32.7%
Net Operating Income Margin 86.0% 86.2% ▼21 b.p 86.3% 84.1% ▲220 b.p
Adjusted Net Income 76,238 45,344 ▲68.1% 154,808 88,738 ▲74.5%
Adjusted FFO 87,831 55,318 ▲58.8% 178,085 108,370 ▲64.3%
Adjusted FFO/m² 264 R$/m² 175 R$/m² ▲51.1% 513 R$/m² 328 R$/m² ▲56.7%
Adjusted FFO US$ 48,668 28,368 ▲71.6% 98,679 55,574 ▲77.6%
Adjusted FFO USD/sq. foot 13.6 US$/sqf 8.3 US$/sqf ▲63.2% 26.4 US$/sqf 15.6 US$/sqf ▲69.3%
Market Performance 2Q10 2Q09 Chg. % 1H10 1H09 Chg. %
Number of Shares (Total) 179,197.214 147,799.441 ▲21.2% 179,197.214 147,799.441 ▲21.2%
Common Shares 167,338.867 135,941.094 ▲23.1% 167,338.867 135,941.094 ▲23.1%
Preferred Shares 11,858.347 11,858.347 - 11,858.347 11,858.347 -
Avg. Share Price R$ 31.00 R$ 18.24 ▲69.9% R$ 30.73 R$ 16.26 ▲89.0%
Final Share Price R$ 33.01 R$ 19.80 ▲66.7% R$ 33.01 R$ 19.80 ▲66.7%
Average Daily Traded Volume (R$ '000) 9,100 1,725 ▲427.6% 9,868 1,543 ▲539.7%
Dollar (USD) end of Quarter $1.80 $1.95 ▼7.5% $1.80 $1.95 ▼7.5%
Market Cap (R$ '000) 5,915,300 2,926,429 ▲102.1% 5,915,300 2,926,429 ▲102.1%
Gross Debt (R$ '000) 558,617 401,983 ▲39.0% 558,617 401,983 ▲39.0%
Cash (R$ '000) 933,011 187,213 ▲398.4% 933,011 187,213 ▲398.4%
Net Debt (R$ '000) (374,393) 214,646 ▼274.4% (374,393) 214,646 ▼274.4%
EPS R$ 0.29 R$ 0.31 ▼7.0% R$ 0.55 R$ 0.61 ▼9.8%
NOI per Share R$ 0.56 R$ 0.55 ▲1.4% R$ 1.11 R$ 1.05 ▲6.2%
P/AFFO (Last 12 months) 16.76 x 13.09 x ▲28.1% 16.76 x 13.09 x ▲28.1%
EV/EBITDA (Last 12 months) 16.31 x 12.05 x ▲35.3% 16.31 x 12.05 x ▲35.3%
Net Debt/EBITDA (Last 12 months) (1.10) x 0.82 x ▼233.8% (1.10) x 0.82 x ▼233.8%
Operational (100%) 2Q10 2Q09 Chg. % 1H10 1H09 Chg. %
Final Total GLA 532,902 m² 484,873 m² ▲9.9% 532,902 m² 484,873 m² ▲9.9%
Final Owned GLA 347,757 m² 330,833 m² ▲5.1% 347,757 m² 330,833 m² ▲5.1%
Owned GLA (%) 65.3% 68.2% ▼297 b.p 65.3% 68.2% ▼297 b.p
Adjusted Total GLA (avg.) ¹ 515,953 m² 470,525 m² ▲9.7% 530,286 m² 484,906 m² ▲9.4%
Adjusted Owned GLA (avg.) ¹ 332,574 m² 316,458 m² ▲5.1% 346,908 m² 330,819 m² ▲4.9%
Total Sales 1,714,591 1,407,614 ▲21.8% 3,300,184 2,668,827 ▲23.7%
Total Sales/m² 3,323 R$/m² 2,992 R$/m² ▲11.1% 6,223 R$/m² 5,504 R$/m² ▲13.1%
Total Sales USD/sq. foot 171.1 US$/sqf 142.5 US$/sqf ▲20.0% 320.4 US$/sqf 262.2 US$/sqf ▲22.2%
Same Store Sales/m² 1,182 R$/m² 1,056 R$/m² ▲11.9% 1,134 R$/m² 1,002 R$/m² ▲13.2%
Same Area Sales/m² 1,154 R$/m² 1,019 R$/m² ▲13.3% 1,113 R$/m² 969 R$/m² ▲14.8%
Same Store Rent/m² 82 R$/m² 78 R$/m² ▲4.4% 80 R$/m² 77 R$/m² ▲4.2%
Same Area Rent/m² 83 R$/m² 80 R$/m² ▲3.7% 82 R$/m² 79 R$/m² ▲3.7%
Occupancy Costs ² 12.9% 13.5% ▼59 b.p 13.2% 14.1% ▼85 b.p
Rent as % of Sales 7.3% 7.9% ▼54 b.p 7.5% 8.2% ▼71 b.p
Others as % of Sales 5.6% 5.7% ▼05 b.p 5.7% 5.9% ▼14 b.p
Turnover ² 1.3% 1.1% ▲24 b.p 2.3% 2.3% ▲01 b.p
Occupancy Rate ² 98.1% 96.5% ▲159 b.p 98.1% 96.5% ▲159 b.p
Delinquency (25 days delay) ² 1.5% 4.7% ▼322 b.p 1.4% 5.2% ▼380 b.p
Rent Loss ² 0.8% 0.4% ▲36 b.p 0.7% 0.4% ▲29 b.p
¹ Adjusted GLA corresponds to the period‟s average GLA excluding 14,000 m² of BIG supermarket at BarraShoppingSul
73
LETTER FROM THE CEO
Dear Investors,
It is with great pleasure that we present Multiplan´s the second quarter and first half of 2010 results. The figures
disclosed reveal the solidness of our company and reflect the growth phase the national retail business is going
through. Sales in our shopping centers reached R$1.7 billion, a growth of 21.8%. The first six months saw sales
at R$3.3 billion, representing an increase of 23.7% compared to the same period in 2009. These results pushed
rental revenues up, reaching R$100.7 million. This is a 23.5% increase, while the figure for six months reached
R$199.7 million, or 24.1% higher.
Adjusted Net Income increased 68%, up from R$45.3 million to R$76.2 million in the second quarter. Adding up
the first six months of the year, the adjusted net income was R$ 154.8 million, a 74.5% increase over the first
semester of 2009. EBITDA went up 27.5% in the quarter, totaling R$81 million. The increase for the first half was
of 34.7%, and equivalent to R$166.2 million, and a margin of 60%.
Net Operating Income (NOI) reached the Mark of R$100 million in the quarter, and R$200 million in the semester,
both with margins at 86%. Adjusted Funds From Operations (AFFO) went up 59%, reaching the total amount of
R$87.8 million in the quarter, and ending the first six months of the year with R$178 million, a positive variation of
64.3%. The Company has, additionally, about R$1 billion in cash. This means that it is in a comfortable position
to push forward with its growth plans.
Multiplan currently has ten projects under development, of which four are shopping centers, three are expansions
and three are office buildings – including the two office towers of ParkShopping Corporate, in Brasilia, announced
last July – which will contribute with an additional 43.8% owned GLA for the Company. With these projects, it will
jump from its current 347 thousand square meters to more than 500 thousand square meters of GLA. The
investment forecast through 2012 is of R$1 billion. The company also announces last July the acquisition of a
minority interest of 16.5%, in its shopping Pátio Savassi, raising our stake to 96.5%. The acquisition of minority
interest in our shopping centers constitutes a high return investment for the company.
The leasing process of shopping centers under development also presents positive results. JundiaíShopping and
ParkShoppingSãoCaetano, in the state of São Paulo, and VillageMall, in the capital city of Rio de Janeiro have
45% of their space already leased. If taking into consideration these three shopping centers and the three
expansions under construction – BH Shopping and Pátio Savassi, in Belo Horizonte; and ParkShoppingBarigui, in
Curitiba – there will be 772 new stores. Together with the existing 3,415 in operation, we will reach a total of 4,187
stores.
Our company also has a land bank with 801 thousand square meters of land, which allows us to continue to
pursue our expansion plans with new developments. We are particularly interested in mixed use projects. They
put together different types of buildings in the surrounding areas near our shopping centers, promoting synergies
between shopping, work, leisure and services. We can say more and more that our assertion that people want to
resolve all their affairs in a single location is correct, that they seek convenience and comfort in their daily chores.
We have scheduled the opening of three expansions – which will add 20 thousand square meters of owned Gross
Leasable Area, for this second half of 2010. We are also starting the construction of two new shopping centers:
JundiaíShopping, in the countryside of São Paulo, and VillageMall, in Rio de Janeiro.
We continue to be confident in the future of the Brazilian economy and especially in the potential of the retail
market, contributing more and more to the growth of consumption. We maintain our commitment to continue to
grow safely, offering projects that are distinct and of the highest quality to our consumers and tenants.
74
FINANCIAL HIGHLIGHTS
Overview
Multiplan Empreendimentos Imobiliários S.A is the leading shopping center Company in Brazil in terms of
revenues. Established as a full service company planning, developing, owning and managing one of the largest
and highest-quality mall portfolios, the Company is also strategically active in the residential and commercial real
estate development sectors, generating synergies for shopping center-related operations by creating mixed-use
projects in adjacent areas. In the end of second quarter, Multiplan owned - with an average interest of 65.7% -
and managed 13 shopping centers totaling a GLA of 532,902 m², 3,415 stores and an estimated annual traffic of
147 million consumers.
Consolidated Financial Statements
75
Case Study I: Demand for Space in Multiplan Shopping Centers
The company continues to experience a solid demand for space in its shopping centers. By analyzing the
operational data for the last decade, the company identified several variables pointing to one clear trend: leasable
areas in Multiplan shopping centers have become even more valuable.
Multiplan is known for developing, owning and managing leading shopping centers in the major cities in Brazil.
The four-leaf clover in the shopping center logo is associated to quality management and client-focused services.
The company has built a strong relationship with more than one thousand tenants throughout its 35 years of
existence. From small regional operations to large local and international retail companies, Multiplan has seen
start-up stores developing into regional or national brands and even global operations achieving a local approach
to Brazilian clients.
786
Weighted Sales (% MTE)
Sales increase eight-fold in eight Rental Revenues 626
years Average Own GLA
National Retail Sales
IGP-DI
This could only be possible with
358
strong sales performance and new
opportunities to grow. The company
186
believes to have contributed to both 147
drivers, by multiplying by three its
owned GLA since 2001 and using all
2001 2002 2003 2004 2005 2006 2007 2008 2009
its managerial knowledge to boost
sales. Sales from consolidated and Sales, Rent, Area and inflation growth analysis (Base 100 = 2001)
new areas exceed by far national
retail sales which increased 47% and inflation (measured by the IGP-DI), which went up 86%. Tenant Sales
(weighted by Multiplan‟s GLA Share) grew nearly eight times since 2001, showing a 29% CAGR in the period.
This growth is in part also a result of renovations to update and adapt the interiors to new tendencies and
customer requirements, accurate mix and services control. This strong sales performance was the catalyst for the
rental revenue growth. Even considering the lower rents normally seen in the first years of operation of a new
development, rental revenue managed to increase more than six times in the last eight years, growing above the
GLA growth, but still below tenant sales growth and sponsoring a sustainable growth of both parties.
18.0%
As a result of sales growing on top of rent,
PKB
occupancy cost was reduced throughout the 17.0%
last decade. In 2000, the company registered 16.0%
an occupancy cost of 17.4%, while in the first
15.0%
half of 2010 this figure dropped to 13.2%. It
14.0%
should be noted that his decline was due to
BSS
stronger increases in sales, which further 13.0%
enhances the returns of the shopping tenants SVO
12.0%
given its operational leverage – a 10%
11.0%
increase in sales normally leads to an even
10.0%
bigger increase in tenants‟ net income. The
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2T10
company believes that this is also a strong
stimulus for current tenants to join in on future
Occupancy Cost Evolution
Multiplan projects, sustained by the current
leasing success and high occupancy rates.
76
Multiplan shopping centers have recorded, since 1999, an average occupancy rate well over 90%. As expressed
in the chart on the next page, it is important to highlight that the opening of new areas, as in 1999, 2003, 2008 and
2009, along with strategic decisions related to reorganizing the tenant-mix to adapt the mall to its target
consumers, caused a temporary drop in the occupancy rate.
In spite of the slight decreases as a result of the addition of new areas to the portfolio, the chart indicates that
occupancy level go back to the upper 90´s usually the following years after the opening of the expansion or the
new mall.
As of June, 2010, of the 13 shopping centers in operation, three were entirely leased (100%) and other five had a
vacancy ratio of less than 0.5%. With the exception of Shopping SantaÚrsula, which is in the middle of a re-
tenanting process, and Shopping Vila Olímpia which is still in its first year after opening, no other shopping center
ended 2Q10 with an occupancy level of less than 97%.
99.0% 98.8%
97.7%
97.0%
BSS
SVO
95.0%
SAF
NYC
93.0% PKB
91.0%
90.0%
89.0%
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
Consolidated shopping centers with over 25 years of operation are among those with the highest sales per square
meter in Multiplan´s portfolio. As a consequence, they have become references in their regions, presenting the
lowest vacancy ratio and showing continued demand for space.
With occupation indices above 90%, younger shopping centers (less than 15 years in operation) are also highly
demanded, with high figures yet with some larger volatility. The highlight goes to DiamondMall, which went
through a change in mix of 26 operations, and reached the second highest sales per square meter in the entire
network, behind only one of the most profitable shopping centers in the country, MorumbiShopping.
40º
age
Consolidated
35º BHS
x axis - age of the mall RBS
Malls
20º
DMM
Young Malls
15º
Turnaround NYC
10º SAF
Recently PKB
SSU Opened
5º PSS
BSS
SVO
0º
82.0% 84.0% 86.0% 88.0% 90.0% 92.0% 94.0% 96.0% 98.0% 100.0% 102.0%
-5º
average occupancy rate
Shopping SantaÚrsula, on the other hand, was acquired by the company in 2008 and concluded recently the first
phase of a restructuring program which required a total investments of R$15 million. The vacancy ratio remains
high compared to the average of Multiplan‟s portfolio, and the shopping center has an average rent per square
meter 71.2% lower than that of RibeirãoShopping, Multiplan‟s other mall in the same city, suggesting a potential
upside for Shopping SantaÚrsula, given the similar quality of tenants, the architecture and location. This rent gap
tends to disappear with the actions taken by the company´s commercial team. Of the vacant stores at the
beginning of the restructuring (vacancy reached a record high of 34.4%), the company has already signed 34 new
lease contracts with rent per square meter 51.5% higher than the average recorded in the mall in 2Q10.
77
Case Study II: Shopping Pátio Savassi
On July 22, 2010, Multiplan exercised an option to acquire an additional 16.5% stake in Pátio Savassi, resulting in
a total ownership of 96.5%. The option was signed with MK Empreendimentos e Participações Ltda. The
company paid R$51.8 million for this stake and another R$4.2 million for assets and land for future expansions in
the surrounding area. The acquisition of this stake will further increase Multiplan‟s control over the shopping
center and benefit from its expected future growth.
Multiplan plans to develop three expansions in the mall. The first of the three should open by November 2010,
adding 1,109m² of total GLA to the shopping center`s third floor, and is already under construction. Furthermore,
the company expects to develop two expansions in the acquired land plots, adding another 3,000 m² of GLA and
bringing a 25% increase to the shopping center´s current GLA.
which are three of the best malls in the city. Each shopping 268.5 M
206.9 M
center has a distinct consumer segment target in the region, 156.0 M
rate of 7.6%.
Good perspectives to continue to grow Initial expected Current IRR for Considering the
return (2007) the acquisitions future
expansions
Even with all this growth, the two Multiplan shopping centers in Real and unleveraged IRR for Pátio Savassi acquisitions
78
18. 0% 8. 0%
7.2%
16. 0%
6.3% 7. 0%
14. 0% 5.6%
1. Base Rent/Sales; lower than in BH Shopping and 12. 0%
6. 0%
DiamondMall.
5. 0%
10. 0%
4. 0%
17.0% 3. 0%
2. 0%
4. 0%
3.4%
base rent in future contracts. 0. 0% 0. 0%
+43,8% +23,5%
1,322 R$/m²
1,136 R$/m²
920 R$/m²
79
SHOPPING CENTERS SALES
Sales at Multiplan Shopping Centers reached R$3.3 billion in 1H10
null
Multiplan shopping centers‟ tenant sales increased by 23.7% in the first half of 2010, reaching R$3.3 billion, or
null in 2Q10, a 21.8% increase compared to the same period of the previous year. All shopping centers
R$1.7 billion
recordednull
double digit increases in sales for the quarter and first half of the year.
Consolidated
null shopping centers such as BH Shopping, BarraShopping and MorumbiShopping (three of the four
highest sales per square meter in Multiplan‟s portfolio) showed consistent organic growth over 15% in sales
null
during the first half of 2010.
null 3,300
Shopping AnaliaFranco and ParkShopping +23.7%
benefited fromDESTAQUES
the opening FINANCEIROS
of new CAGR: +17.7% 2,669
expansions in 2H09 and increases in tenant
sales of 41.6% and 20.4% respectively in 2,217
1,914
1H10.
1,563
1,378
DiamondMall, with the second highest sales 1,183
per square meter in Multiplan‟s portfolio, and 762 814 922
New York City Center, had their tenant mix
successfully renewed over the last year and
the positive impact was shown via above
average increases of 39.6% and 34.3% in 1H01 1H02 1H03 1H04 1H05 1H06 1H07 1H08 1H09 1H10
sales in 1H10, when compared to the first First six months historical sales growth (R$ million)
half of 2009.
Shopping SantaÚrsula sales increased 28.0% in the quarter, and the mall continues to show progress after being
deeply transformed, both architecturally and in its mix of stores. As a result, occupation continues to rise after its
historical low of 65.6% in 3Q09, reaching 85.2% in 2Q10.
The chart comparing the first half year for the past nine years, above on the right, shows the solid sales growth in
the period, with a CAGR of 17.7% per period.
80
Same Store Sales growth of 11.9% in 2Q10
In the second quarter of 2010, Sales in Multiplan‟s shopping centers continued to grow above inflation and
national retail sales, as disclosed by IBGE. Solid figures result from a healthy combination of organic growth and
the addition of new GLA to the portfolio. Total Sales increase confirms that new areas were delivered successfully
and that the efforts made by the company to grow resulted in important contributions to sales.
+21.8%
Additionally, the chart below shows how resilient
Multiplan‟s Same Store Sales (SSS) has performed,
having increased frequently on top of strong previous +11.9%
+13.3%
+10.2%
growths. In spite of the economic crisis in 2008, Same
Store Sales in Multiplan malls continued to expand. The +5.1%
1Q07 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10
Same Store Sales historical growth
Food Court & Gourmet Areas and Home & Office boosted Same Store Sales
Satellite and anchor stores posted double digit growth in Same Store Sales for the quarter and for first half of the
year. Food court & gourmet areas was the segment that contributed the most, on a percentage basis, along with
the Home & Office sector, which was boosted by TV sales due to the soccer World Cup. Apparel retailers
increased sales in absolute terms, being responsible for 2/5 of sales in Multiplan shopping centers (2Q10).
Services presented smaller increases in 2Q10 and 1H10, of 3.3% and 4.8% respectively.
Same Store Sales 2Q10/2Q09 1H10/1H09
Segments Satellites Anchors Total Satellites Anchors Total
Food Court & Gourmet Areas ▲22.4% n.a. ▲22.4% ▲26.6% n.a. ▲26.6%
Diverse ▲11.0% ▲4.0% ▲9.4% ▲11.2% ▲10.3% ▲11.0%
Home & Office ▲14.5% ▲19.2% ▲16.7% ▲14.7% ▲20.2% ▲17.3%
Services ▲1.7% ▲4.3% ▲3.3% ▲5.2% ▲4.5% ▲4.8%
Apparel ▲9.2% ▲8.1% ▲8.9% ▲8.9% ▲10.0% ▲9.2%
Portfolio ▲12.3% ▲11.1% ▲11.9% ▲13.1% ▲13.3% ▲13.2%
81
Historical growth confirms Multiplan’s consistent performance
Multiplan shopping centers monthly sales increase, shown in the chart below, indicates that the double digit
growth is not a onetime event, but rather a recurring achievement in the company‟s historical performance record.
In June 2010, sales presented a strong growth of 16.5% compared to the same month of 2009, in spite of being
impacted by the soccer World Cup which began on June 11, 2010.
National Retail Sales Growth Multiplan Sales Growth
30.3%
Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10
REVENUES
Gross Revenues
S
Solid increase
null across all revenue lines: 31.8%
null
2Q10 gross revenues reached R$157.4 million, growing in
line with 1Q10,
null which also increased 31.8% compared to the Others
same period of 2009. In the first half of 2010, gross revenue Real Estate 1.0%
null 7.8%
grew 33.4%, achieving R$307.3 million. Base
null Parking 84.5%
The main drivers for the quarter were the improvement in 9.9% Rent
null 64.0%
rental revenue and in real estate sales, which, combined, Key money
added annullextra R$30.5 million to Multiplan‟s revenues. 4.0%
Multiplan‟s gross revenue main component continues to be Services Merchand. Overage
rental revenuesDESTA(64.0%) from stores in the company‟s 13.4% 11.0% 4.5%
shoppingQUES
centers. More details for each revenue line can be Gross Revenue Breakdown – 2Q10
found inFINANCEIRO
the following pages.
S +23.5% +16.4% +5.2% +21.1% +1288.2%+1618.9%
€1. 00 170, 000
157,373
€( 199, 999
, 99.00)
11,359 1,445 160, 000
150, 000
119,417
130, 000
7.5% (double-rent)
120, 000
Base rent 79.2%
€( 799, 999
, 99.00)
92.5%
+31.8% 110, 000
€( 999, 999
, 99.00) 100, 000
Contractual
Gross Rental Services Key Net Real Others Gross (step-ups)
Revenue revenue money Parking Estate Revenue 20.8%
2Q09 2Q10
Gross Revenue Evolution – (R$‟000) Base Rent Breakdown – 2Q10
Numbers in bold refer to percentage change from 2Q09 to 2Q10
82
1. Rental Revenue
Multiplan‟s rental revenue increased 23.5% in 2Q10, when compared to the same period of the previous year, or
24.1% if considering 1H10 over 1H09. Rent for the first half reached R$199.7 million. Growth was strong
especially considering that the IGP-DI effect impact was negative -0.3%. MorumbiShopping, BarraShopping and
BH Shopping remain as the largest contributors in rent and as the malls with the highest rent per square meter.
Nevertheless, due to new areas added and the performance of the portfolio as a whole, the percentage of
revenue they contribute with was diluted from 50.3% in 2Q09 to 44.1% in 2Q10.
Rental Revenue/SC (R$ '000) 2Q10 2Q09 Chg. % 1H10 1H09 Chg. %
BH Shopping 11,113 10,086 ▲10.2% 21,248 20,324 ▲4.5%
RibeirãoShopping 6,677 6,342 ▲5.3% 13,246 12,558 ▲5.5%
BarraShopping 15,193 13,930 ▲9.1% 29,919 28,057 ▲6.6%
MorumbiShopping 17,999 16,946 ▲6.2% 35,128 33,103 ▲6.1%
ParkShopping 7,848 5,864 ▲33.8% 15,441 11,379 ▲35.7%
DiamondMall 7,167 6,331 ▲13.2% 13,941 11,951 ▲16.7%
New York City Center 1,332 1,206 ▲10.5% 2,754 2,532 ▲8.8%
Shopping AnáliaFranco 4,139 3,262 ▲26.9% 8,124 6,390 ▲27.1%
ParkShoppingBarigüi 6,421 6,200 ▲3.6% 12,165 12,010 ▲1.3%
Pátio Savassi 4,090 3,640 ▲12.4% 7,639 7,038 ▲8.5%
Shopping Santa Úrsula 453 405 ▲11.9% 830 851 ▼2.5%
BarraShopping Sul 7,581 7,287 ▲4.0% 14,996 14,695 ▲2.1%
Shopping Vila Olímpia¹ 4,240 0 n.a. 8,844 0 n.a.
Sub-Total Portfolio 94,254 81,498 ▲15.7% 184,274 160,888 ▲14.5%
Straight Line Effect 6,412 0 n.a. 15,443 0 n.a.
Total 100,666 81,498 ▲23.5% 199,717 160,888 ▲24.1%
¹ Opened in November 2009
As for the percentage increases, ParkShopping showed the strongest growth in the portfolio (2Q10/2Q09: 33.8%
and 1H10/1H09: 35.7%), as a result of the positive impact of the frontal expansion, opened in 4Q09. With this
increase in the quarter, ParkShopping consolidates its position as the fourth largest rental revenue generator in
the portfolio. Shopping AnaliaFranco also posted an excellent growth (2Q10/2Q09: 26.9% and 1H10/1H09:
27.1%), enhanced by the important contribution from its first expansion, inaugurated in 3Q09.
Shopping SantaÚrsula underwent deep transformation and started its recovery process in 2Q10, growing 11.9%
in rental revenue after dropping 14.3% in the first quarter of 2010. The 1H10 rental performance came almost flat
(-2.5%) when compared to same period of 2009.
BarraShopping Sul contributed with R$7.6 million this quarter, an increase of 4.0% compared to 2Q09, in spite of
carrying the negative IGP-DI effect of 1.8% on contracts readjusted on their first anniversary, in November 2009.
Another recently opened mall, Shopping Vila Olímpia, contributed with R$4.2 million in rental revenue in 2Q10,
and should post higher results as the shopping center consolidates.
Lastly, New York City Center recorded a rental increase of 10.5% in 2Q10 against 2Q09, also advancing 8.8% in
the first half of 2010. The shopping center, mainly oriented to entertainment, had part of its store mix changed in
the last year, and is now reaping the rewards of its positive transformation.
II. Merchandising also posted significant gains of 26.7% in the second quarter, totaling R$11.1 million, and shows
the demand for alternative media in Multiplan‟s shopping centers.
83
Rent Revenue/Shopping 2Q10 2Q09
(R$ '000) Base Overage Merchand. Base Overage Merchand.
BH Shopping 9,490 369 1,254 9,011 196 878
RibeirãoShopping 5,596 206 875 5,404 194 744
BarraShopping 13,121 508 1,565 12,355 319 1,255
MorumbiShopping 14,548 757 2,694 14,353 511 2,082
ParkShopping 6,519 490 839 4,732 325 807
DiamondMall 5,879 642 646 5,415 398 518
New York City Center 1,161 27 145 1,049 16 141
Shopping AnáliaFranco 3,534 187 417 2,761 141 360
ParkShoppingBarigüi 5,259 273 889 5,133 198 870
Pátio Savassi 2,832 740 518 2,861 397 382
Shopping Santa Úrsula 378 13 62 264 2 139
BarraShopping Sul 6,420 235 925 6,577 140 570
Shopping Vila Olímpia¹ 3,923 70 248 - - -
Total do Portfolio 78,660 4,517 11,077 69,916 2,837 8,746
Straight Line Effect 6,412 - - - - -
Total 85,072 4,517 11,077 69,916 2,837 8,746
¹ Opened in November 2009
+23.5% 4.7%
4.0%
3.7%
3.5%
3.3%
3.0%
2.1%
2.3%
2.2%
+3.7% +4.4%
0.8%
-0.3%
IGP-DI Same Area Same Store Rental
Adjustment Rent Rent Revenue 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10
Ef f ect ¹
Rent analysis 2Q10 x 2Q09 Historical Same Store Rent (SSR) real growth
¹ Quarterly Average of the 12 moths accumulated IGP-DI variation
Same Store Rent (SSR) went up 4.4% in 2Q10, when compared to 2Q09, or 4.2% in 1H10 against 1H09. As for
Same Area Rent (SAR), the index went up 3.7% in the quarter and in the first half of 2010. Both increased above
the IGP-DI adjustment effect on lease contracts in the period, of negative 0.3%, broken down in the chart on the
bottom left.
In the last earnings report (1Q10), SSR had already increased 3.7% in real terms, at that time the largest growth
rate in the last two years, as seen in the chart on the top right. Now, in 2Q10, as a reflex of the healthy
environment set by a strong sales growth, the number strengthened even more to a robust 4.7%.
The IGP-DI adjustment effect is the weighted average of the monthly IGP-DI increase with a one month lag,
multiplied by the percentage GLA that was subject to the rent adjustment on the respective month. The chart on
the bottom right indicates that the adjustment effect should grow in the next quarters, given the IGP-DI recent
variation.
84
5.07%
4.38%
0.4%
2.95%
0.2%
2.26%
0.77%
-0.4%
-0.5%
-0.54%-0.65% -0.45%
-1.01%
-1.44%
-1.76%-1.76%
3Q09 4Q09 1Q10 2Q10 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Mar-10 Apr-10 May-10 Jun-10
IGP-DI adjustment effect quarter contribution breakdown IGP-DI index evolution accumulated for the last twelve months
The sum of 12 months resulted in -0.3% for 2Q10 (Source: FGV)
2. Services Revenue
Services revenues, which is mainly composed of managements fees, brokerage fees from contracts signed and
transfer fees, went up 16.4% in 2Q10, to R$21.1 million, while total GLA increased by 9.9% in the same period.
As for the first half of the year, services revenue rose 6.8% when compared to the same period of 2009.
In broad terms, the largest portion of the services revenue is composed of management fee, which in 1H10
represented about 3/5. It is worth mentioning that as the company launches 100% owned projects, services
revenues should post a growth rate weaker than that of the rental revenue.
In 2Q10, R$6.4 million were accrued in the key money revenue line, a figure 5.2% higher than in the second
quarter of 2009. In the first half it reached R$17.5 million, a 56.5% growth in comparison to 1H09.
113.5% in 1H10, as a result of the openings of a shopping center (Shopping VilaOlímpia) and three expansions
(at ParkShopping, Shopping AnáliaFranco and RibeirãoShopping), since June 30, 2009.
Key Money Revenue/Type (R$ '000) 2Q10 2Q09 Var. % 1H10 1H09 Var. %
Operational (Recurring) 1,174 2,829 ▼58.5% 4,564 5,129 ▼11.0%
New Projects opened in the last 5 years 5,176 3,205 ▲61.5% 12,965 6,072 ▲113.5%
Total Portfolio 6,350 6,034 ▲5.2% 17,529 11,202 ▲56.5%
85
4. Parking Revenue
New operations and longer customer parking time resulted in higher revenue
Parking revenue increased 21.1% in 2Q10 over the same period of the previous year, while in the first half of
2010 it increased 34.9% when compared to 1H09, reaching R$31.5 million. Starting 1Q10, Multiplan is now
presenting in its financials parking revenues net of transfers to partners in the malls, since the company is only a
collecting and transfer agent. Parking operating expenses continue to be recorded under the shopping center
expenses line, and taxes related to parking revenue have not changed.
I. New operations: Multiplan started charging for parking operations in RibeirãoShopping and
BarraShopping Sul (in May 2009), ParkShopping (in October 2009) and Shopping Vila Olímpia (in
November 2009). All company‟s owned shopping centers are charging for parking.
II. Longer stays: The growth of the average time a consumer stays in the shopping centers impacted the
value of the average parking ticket, also increasing parking revenue.
The table below shows gross revenue for the parking operations before the transfer to Multiplan‟s partners and
malls. The parking revenues improved 15.9%, to R$26.8 million in the quarter. While in the first six months it
climbed 31.8%, to R$53.8 million.
Parking Revenue/Shopping (R$ '000) Spaces 2Q10 2Q09 Chg. % 1H10 1H09 Chg. %
BH Shopping 3,500 2,227 2,155 ▲3.3% 4,490 4,160 ▲7.9%
RibeirãoShopping 3,102 1,655 761 ▲117.4% 3,244 761 ▲326.2%
BarraShopping 5,097 5,525 5,897 ▼6.3% 11,012 10,005 ▲10.1%
MorumbiShopping 3,108 5,977 5,903 ▲1.3% 11,751 10,532 ▲11.6%
ParkShopping 4,005 1,423 - n.a. 3,097 - n.a.
DiamondMall 1,289 1,275 1,071 ▲19.0% 2,544 2,173 ▲17.0%
New York City Center 1,192 1,168 1,244 ▼6.1% 2,525 2,296 ▲10.0%
Shopping AnáliaFranco 4,314 2,458 2,346 ▲4.8% 4,786 3,825 ▲25.1%
ParkShoppingBarigüi 2,338 1,884 1,714 ▲9.9% 3,759 3,667 ▲2.5%
Pátio Savassi 1,294 1,352 1,196 ▲13.0% 2,718 2,522 ▲7.8%
Shopping Santa Úrsula 824 275 185 ▲48.9% 496 230 ▲115.9%
BarraShopping Sul 4,630 1,481 635 ▲133.2% 2,952 635 ▲365.0%
Shopping Vila Olímpia¹ 1,578 89 - n.a. 394 - n.a.
Portfolio Total 36,271 26,789 23,106 ▲15.9% 53,766 40,807 ▲31.8%
Parking Transfer - (11,284) (10,299) ▲9.6% (22,266) (17,460) ▲27.5%
Parking Net Revenue - 15,505 12,807 ▲21.1% 31,500 23,347 ▲34.9%
¹ Opened in 2009
Cristal Tower‟s construction progressed through the quarter and resulted in revenue recognition of R$12.2 million
in 2Q10, according to the PoC (Percentage of Completion) method. In the first half of the year, the total accrued
revenues reached R$21.3 million.
As shown in the picture, the building‟s façade is being assembled bottom up as the structure is raised to the final
floors, resulting in a more efficient construction process.
Cristal Tower, which will be connected to BarraShopping Sul through a skywalk, is expected to be delivered in
May 2011 and has 91% of its units already sold.
The increase in shopping center expenses with the opening of Shopping Vila Olímpia was of R$1.6 million. But
the contribution in revenues totaled R$6.8 million in 2Q10, more than four times its expenses.
It is worthwhile mentioning that the results from Shopping Vila Olímpia, in which the company has a 30.0%
interest, consider the revenue of MPH Empreendimentos Imobiliários Ltda, an investment vehicle that owns
71.5% of the mall – and in which Multiplan has a 42.0% interest. The portion of the result owned by the partners in
MPH is deducted in the „minority interest‟ line of the Income Statement, and inflated shopping centers expenses
by R$0.9 million in 2Q10.
87
Parking expenses increased R$1.3 million mainly due to new parking operations at BarraShoppingSul, which was
responsible for 48.8% of the increase in parking expenses, adding R$0.7 million in 2Q10 being another R$ 0.6
million due to other two operations started in 2009. On the other hand, existing and new parking operations
contributed with a R$2.7 million increase to parking results.
For the first six months ended June 30, 2010, shopping center expenses increased 8.1%, from R$29.2 million in
1H09 to R$31.6 million in 1H10. The first half-year change was lower than that of the quarter due to a 5.5%
decrease in shopping center expenses in 1Q10, compared to 1Q09.
3. Pre-operational Expenses
As recommended in pronouncement CPC 04, the pre-operational expenses in advertising, feasibility studies and
other construction expenses that cannot be recorded as permanent assets on the Company‟s balance sheet, are
now included as pre-operational expenses.
The progress in construction of the Cristal Tower allowed the accrual of costs of R$7.3 million in 2Q10. With only
9% of the units available for sale at the end of 2Q10, the commercial tower at BarraShoppingSul, in Porto Alegre,
is scheduled to be delivered in the second quarter of 2011.
Equity Pickup
Investments in Royal Green Peninsula dropped from R$3.9 million, in 1Q10, to R$1.0 million, in 2Q10. At the end
of 2Q10, there were only eight units for sale with a PSV (potential sales value) of approximately R$13.5 million, to
be recognized in the line of equity pickup when they are sold.
88
RESULTS
Financial Results, Debt and Cash
Financial Results
Multiplan ended 2Q10 with a negative net debt (or positive net cash position) of R$374.4 million. Proceeds from
the invested cash position were responsible for a positive financial result of R$10.4 million, compared to financial
expenses of R$5.6 million in 2Q09.
During the 2Q10, short term debt presented an increase of R$100.0 million, mainly due to new maturity profile of
the debentures issued by the Company. The 2-year debenture issued on June 2009 has moved to the short term
line (expires in July 2011).
Recent hikes in local basic interest rate improved Company financial results due to its net cash position. Cash &
cash equivalents at the end of 2Q10 were 67% higher than gross debt. Multiplan continues to maintain a solid
cash position for its current expansion plan and to seize potential growth opportunities. At the end of 2Q10, cash
position was 4.8% lower than in 1Q10 due to investments in new projects and dividends payment in May.
100.0
Loans and financing (banks)
Obligations from acquisition of goods (land and minority interest)
Debêntures
60.1
45.6 43.9
39.6 38.9
35.0 31.4 28.9 36.1 33.2
21.9
17.7 15.0
10.9
0.5
The financial indices were affected by the changes in gross debt and cash positions. The net debt-to-EBITDA
ratio remains negative (-1.1x), and gross debt-to-EBITDA is at 1.6x in 2Q10.
89
Financial Position Analysis* 30/6/2010 31/3/2010
Non-
Net Debt (Cash Position)/EBITDA -1.1x -1.3x
Bank
Gross Debt/EBITDA 1.6x 1.7x 30%
Net Debt (Cash Position)/AFFO -1.1x -1.3x
Gross Debt/AFFO 1.6x 1.7x Bank
Net Debt (Cash Position)/Equity -12.8% -14.8% 70%
IPCA.
th
Indebtedness indicators on June 30 , 2010
Short Term Long Term Total
Avg. Interest Avg. Interest Avg. Interest
(R$ „000) (R$ „000) (R$ „000)
Rate¹ Rate¹ Rate¹
TJLP 3.79% 12,333 3.53% 28,226 3.61% 40,559
IPCA 7.47% 28,032 7.13% 52,401 7.25% 80,433
TR 10.00% 26,621 10.00% 186,174 10.00% 212,795
CDI + 1.08% 2,423 1.18% 5,430 1.15% 7,853
CDI %² 12.29% 131,379 12.29% 131,379
IGP-M 2.99% 6,318 2.96% 58,680 2.96% 64,998
Fixed 11.93% 17,227 4.50% 545 11.70% 17,771
Others n.a. 2,828 n.a. - n.a. 2,828
Net Debt 227,161 331,456 558,617
¹ Average (weighted) interest rate per annum.
² Interest figure represents percentage of CDI index value
90
NOI
NOI increased 28.8% in the 1H10, reaching a NOI margin of 86.3%, 220 bps
higher than 1H09
+28.8%
Net Operating Income (NOI) increased 28.8% in 1H10 compared to 250,000 the 300%
199,635
same period last year, reaching R$199.6 million. The operating result was
200,000 250%
boosted by rental revenue and parking results, which increased significantly 155,026
200%
higher than the shopping expenses, contributing to raise NOI margin from150,000
150%
84.1% in 1H09 to 86.3% in 1H10. 100,000 84.1% 86.3%
100%
Rental revenue for the first half increased R$38.8 million, up to R$199.7
50,000 50%
million. In absolute terms, revenues from Shopping Vila Olímpia, opened in
November 2009, and ParkShopping, benefited from the expansion delivered - 0%
in 2H09, contributed together with 55% of the rental revenues growth in 1H09 1H10
1H10.
NOI (R$´000) and NOI Margin
(1H09 vs. 1H10)
Parking revenue, after deduction of transfers, was 34.9% higher in 1H10
compared to the same period in 2009. Parking revenue is directly affected by the number of parking spaces in
operation, which increased 9.9% in 1H10, 480 basis points higher than the 5.1% increase in owned GLA.
Shopping Center expenses went up 8.1% in 1H10, due mainly to two factors, (i) increase in parking expenses due
to new parking operations at RibeirãoShopping, ParkShopping and, BarraShoppingSul, and (ii) shopping center
expenses at Shopping VilaOlímpia.
Compared to the same quarter of the previous year, NOI increased 22.9% in 2Q10 reaching R$99.9 million. The
23.2% growth in operational revenue (composed by rental revenue and parking result) and increase of 24.8% in
shopping center expenses resulted on NOI margin of 86.0% in 2Q10, remaining at the same level of 2Q09.
The opening of two shopping centers and six expansions during the last two years contributed to the 56.5%
increase in Key Money revenue accrued in 1H10, resulting in an NOI + Key Money margin 100 bps higher than
NOI margin.
As mentioned in the previous earnings release, the methodology used to calculate NOI + Key Money for the
quarters prior to 1Q10 considered the addition to NOI of Key Money contracts signed in the period. Starting 1Q10,
in line with the new accounting principles, the company started to consider in its NOI + Key Money only Key
Money accrued as revenue in the period.
91
EBITDA
Multiplan recorded a 34.7% EBITDA growth in 1H10, following the increase in its revenues. Gross revenues
presented a strong increase of 33.4%, or R$77.1 million, of which revenues from Multiplan‟s core business, rental
and parking revenues, were responsible for 72.2% of the increase.
Multiplan continued to improve its operational performance of headquarter expenses as a percentage of net
revenues, reducing it from 20.9% during 1H09 to 16.2% in 1H10.
EBITDA margin reached 59.5% in 1H10, 15 bps higher than the 59.3% recorded in 1H09.
EBITDA Analysis
improving the store leasing process focusing on future 1H10 EBITDA Margins Before Real Estate Result
results. For analysis purpose only, EBITDA margin, if and Pre-Operational Expenses
excluding pre-operational expenses and real estate office towers results, would increase from 59.5% to 70.0% in
1H10.
92
Net Income and Adjusted FFO
AFFO & Net Income Calculation (R$‟000) 2Q10 2Q09 Chg. % 1H10 1H09 Chg. %
Net Income 51,434 45,628 ▲12.7% 98,175 89,806 ▲9.3%
Deferred income and social contribution taxes 24,804 (284) n.a 56,633 (1,068) n.a
Adjusted Net Income 76,238 45,344 ▲68.1% 154,808 88,738 ▲74.5%
Depreciation and amortization 11,593 9,974 ▲16.2% 23,277 19,631 ▲18.5%
Adjusted FFO 87,831 55,318 ▲58.8% 178,085 108,370 ▲64.3%
When comparing the Net Income disclosed in the first half of 2009 with 1H10, the variation is 9.3%. It is, however,
important to note that deferred income taxes and social contribution underwent two important changes throughout
the third and fourth quarters of 2009. These changes were not reflected on the 1H09 financial results. If these
changes were to be considered in the data for the first half of 2009, the increase in Net Income in 1H10 would
have been 77.7%, as shown in the table below.
93
STOCK MARKET
PERFORMANCE
Multiplan‟s stock (MULT3 at BM&F Bovespa; MULT3 BZ at Bloomberg) ended the first half of 2010 at
R$33.01/share, an appreciation of 66.7% compared to the closing price on June 30, 2009. The Ibovespa, main
index of the São Paulo stock exchange, recorded an increase of 18.4% in the same period.
R$ Million
200 Average Traded Value (15 days) Multiplan Ibovespa $35
180 $30
$25
160
$20
140 DESTAQUES FINANCEIROS $15
120
$10
100 $5
80 $0
Jun-09 Aug-09 Sep-09 Nov-09 Dec-09 Feb-10 Mar-10 May-10 Jun-10
After Multiplan‟s Follow-On, completed in September 2009, the company‟s stock saw its liquidity grow
significantly, jumping from a R$1.5 million average daily traded volume in 1H09 to R$9.9 million in 1H10, more
than six times its initial recorded value.
Although the company achieved an important improvement, the goal is to continue to work towards liquidity to
provide investors with improved tradability of the stocks
Multiplan‟s market cap also rose to R$5.9 billion on June 30, 2010, doubling its value when compared to the
previous year, as detailed in the table below.
Multiplan is listed in five Brazilian stock market indices: Brazil Index (IBRX), Real Estate Index (IMOB), Small
Caps Index (SMLL), Special Tag Along Stock Index (ITAG) and Special Corporate Governance Stock Index
(IGC). As seen in the chart below (Base 100 = June 30, 2009). The company‟s stock has appreciated over the
mentioned indices in the last twelve months, including the IMOB, which is composed by Real Estate Brazilian
Companies.
MULT3 IBRX IMOB SMLL ITAG IGC
190
170
150
130
110
90
70
Jun-09 Jul-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10
94
GROWTH STRATEGY
In total, Multiplan has ten projects under development:
Four shopping centers: ParkShoppingSãoCaetano, JundiaíShopping, VillageMall and Shopping Maceió.
Three expansions: at BH Shopping, ParkShoppingBarigüi, and Pátio Savassi.
Three office towers: Morumbi Business Center and ParkShopping Corporate (for lease) and Cristal Tower
(for sale).
17,735 m² 6,680 m²
211,996 m²
2,436 m²
185,145 m² 117,812 m² 16,830 m²
18,393 m²
500,792 m²
347,757 m²
+ 44.0%
Malls in operation Expansions Shopping Centers Office Towers for Total announced
(2Q10) Lease (2012P)
By opening date:
Owned GLA 3rd Party GLA
24,415 m²
211,996 m²
0 m²
2,436 m²
185,145 m² 85,486 m²
49,155 m²
18,393 m²
500,792 m²
347,757 m²
+ 44.0%
+327 4,187
+243
+202
3,415
+772 Stores
95
Investment
In 2Q10, R$79.6 million were invested in Economic Capex (R$'000) 2Q10 Description
renovations, three expansions (BH Shopping, Renovations & Others 22,935 All Shopping Centers
ParkShoppingBarigüi and Pátio Savassi), two office
Shopping Development 23,229 PSC, JDS, VLG & Others
towers for lease (Morumbi Business Center and
ParkShopping Corporate) and three shopping Shopping Expansion 24,239 BHS, PKB, PSS & Others
centers already in the leasing phase Real Estate for Lease 9,243 MBC, PKC & Others
(ParkShoppingSãoCaetano, JundiaíShopping and Total 79,646
VillageMall).
The chart on the bottom shows the Company‟s investment (CAPEX) plan for the ensuing years. From a total of
772 stores in three shopping centers and three expansions in the leasing phase, 58.4% are already leased.
96
ParkShoppingSãoCaetano
The construction of the building started last March. By the end of June, 350 of 402 foundation stacks were
completed and the 710 meters of underground contention walls were also delivered. The assembling of the pre
cast piles and beams, as shown in the picture, began in August.
The leasing process is moving ahead and has reached almost 60% of the total GLA. This performance reveals
the strong confidence of tenants in the project and the location‟s potential, “Espaço Cerâmica”, which was
planned to host office towers, a residential hub, and companies in the technology sector, retail and services.
The project envisages 39,005m² of gross leasable area in its first phase, and includes a future expansion that may
add close to 13.411m², increasing the project´s capability of meeting the region's coming developments.
VillageMall
Status: Pre-launching
Village Mall will be located in a privileged area in the heart of Barra da Tijuca, a region with one of the highest
growth rates in recent years in the city of Rio de Janeiro. The project will have 25,653m² of GLA, 134 stores and
1,462 parking spaces. The shopping will be distinct due to fashion stores and sophisticated restaurant options in a
modern environment enhanced by the neighboring views. In August, a strong marketing campaign will start
enhancing the exclusiveness of the project and boost the leasing process. The expected opening date is 2012
and construction is planned to begin shortly.
The project will be added to the complex composed of BarraShopping, New York City Center and BarraShopping
Business Center (“Centro Empresarial BarraShopping”).
JundiaíShopping
Status: Launched
JundiaíShopping is located in the city of Jundiaí, in the countryside of the state of São Paulo, distant 60 km from
the capital city, and the eighth largest economy in the state.
The shopping center will have a GLA of 35,418m², 197 stores and 2,079 parking spaces. The project is in line with
the company´s strategy of mixed-use complexes putting together several developments in the same location.
Additionally, it will include two ten-floor commercial towers and 13,260m² of new GLA for future expansion.
A campaign aiming to show the project and benefits to the city of Jundiaí was delivered this quarter, which
resulted in an increase the demand for stores in JundiaíShopping and raising the number of leased stores. The
company currently has 37.1% of the stores leased. Construction will begin soon.
Shopping Maceió
Shopping Maceió is Multiplan‟s first project in the northeast of the country. The mall will be built in the city‟s
highest growth neighborhood and will benefit from the substantial expansion of the local A and B income groups.
The project is in the approval phase.
The 210,000m² land plot, makes it possible to develop the shopping center, a hotel, commercial office towers and
residential buildings. This is a joint project with Aliansce Shopping Center SA, who will be leading the process on
behalf of Multiplan.
97
2. Shopping Center Expansions (Brownfields)
The keys of the BH Shopping, ParkShoppingBarigüi and Pátio Savassi expansions were delivered to tenants this
quarter. All three together will add a total of 20,829m² of new GLA in the second half of 2010. These projects have
already reached 96% of leased spaces and tenants have already started working on setting up their stores,
aiming to opening doors on the day of inauguration. There are only eight stores to be leased out of over 200 new
stores.
98
3. Office Towers
The company‟s strategy includes the development of commercial and residential buildings, usually located near
the shopping centers and forming mixed-use complexes which benefit from the synergy and from the flow of
people generated by the different projects and the development of the region.
From 1975, when the company was created, to 2009, Multiplan developed 11 shopping centers and delivered
more than 45 real estate developments in Brazil and in the world.
ParkShopping Corporate
In line with its growth strategy, Multiplan announced the development of ParkShopping Corporate, a class A
project with two office towers for lease, integrated to ParkShopping, in Brasília. The buildings will have six floors
2
of office space, gross leasable area (GLA) of 13,360m and 391 exclusive parking spaces. The total built area will
2
be of 37,572m , and the estimated total CAPEX is R$79.6 million. Multiplan‟s interest in this project is 50%. The
construction is expected to start by the first quarter of 2011 and the towers should be delivered by the fourth
quarter of 2012. As a consequence of the growing demand for office space, ParkShopping Corporate is
Multiplan‟s second mixed use project announced this year.
Morumbi Business Center is a class A commercial building, in São Paulo, for lease and can host one tenant or
multiple occupants. With a planned GLA of 10.150 m², construction began in April this year and is expected to be
completed in the second half of 2011. Morumbi Business Center complements the complex built across from
MorumbiShopping, with Morumbi Office Tower and Centro Profissional Morumbi Shopping, integrated with the
expansion of the mall. All underground contention walls were completed by the end of 2Q10.
Cristal Tower
99
Status: Under construction
Cristal Tower is a condo office project for sale in the city of Porto Alegre, with 11,915 m² of private area connected
to BarraShoppingSul through a skywalk, and is expected to be delivered in the second half of 2011.
The commercial building has 290 units, equipped with modern infrastructure and the convenience of being
connected to one of the largest shopping malls in the southern region, not without mentioning the exclusive view
of the Guaíba River. With 91% of its units already sold, the proximity to BarraShoppingSul will generate a flow of
qualified consumers to the mall during the week and natural synergies, a mixed use model the company uses to
integrate shopping centers, office buildings, residential and hotels all in the same area.
Land Bank
Multiplan has seen a slight increase in its land bank compared to 1Q10, with the acquisition of two land plots in
the surroundings of the Pátio Savassi, which together have added 1,459 m² and will be used for future expansion
of the Pátio Savassi.
¹ 90% for the shopping center and 50% for the real estate projects.
² Includes recently acquired land for expansion.
100
PORTFOLIO
Avg.
Multiplan Rent Sales
Portfolio State Total GLA Occupancy
% 2Q10¹ 2Q10
Rate
Operating SCs (100%) (R$‟000)
BH Shopping MG 80.0% 36,840 m² 377 R$/m² 166,844 99.1%
RibeirãoShopping SP 76.2% 46,784 m² 187 R$/m² 110,145 98.8%
BarraShopping RJ 51.1% 69,319 m² 429 R$/m² 308,648 99.3%
MorumbiShopping SP 65.8% 55,085 m² 497 R$/m² 275,052 99.9%
ParkShopping DF 59.6% 51,532 m² 255 R$/m² 172,797 99.8%
DiamondMall MG 90.0% 21,388 m² 372 R$/m² 103,431 99.3%
New York City Center RJ 50.0% 22,269 m² 120 R$/m² 40,481 99.7%
Shopping AnáliaFranco SP 30.0% 50,974 m² 271 R$/m² 158,804 99.2%
ParkShoppingBarigüi PR 84.0% 42,985 m² 178 R$/m² 122,748 98.2%
Pátio Savassi ² MG 80.9% 16,319 m² 310 R$/m² 66,582 100.0%
Shopping SantaÚrsula SP 37.5% 23,088 m² 52 R$/m² 24,991 76.2%
BarraShoppingSul RS 100.0% 68,229 m² 141 R$/m² 117,185 98.6%
Shopping VilaOlímpia SP 30.0% 28,091 m² 232 R$/m² 46,884 91.4%
Sub-Total Operating SCs 65.3% 532,902 m² 303 R$/m² 1,714,591 97.8%
SCs under Development
ParkShoppingSãoCaetano SP 100.0% 39,005 m² - - -
Shopping Maceió AL 50.0% 35,470 m² - - -
Shopping Jundiaí SP 100.0% 35,418 m² - - -
Village Mall RJ 100.0% 25,653 m² - - -
Expansions under Development
BH Shopping Exp. MG 80.0% 11,121 m² - - -
ParkShoppingBarigüi Exp. II PR 100.0% 8,600 m² - - -
Pátio Savassi MG 80.9% 1,109 m²
Sub-Total SCs and Exp. under Development 87.1% 156,376 m²
Leasing Projects under development
Morumbi Business Center SP 100.0% 10,150 m² - - -
ParkShopping Corporate DF 50.0% 13,360 m² - - -
Portfolio Total 68.8% 712,788 m² 303 R$/m² 1,714,591 97.8%
¹ Rental Revenue divided by the Adjusted Owned GLA (avg.)
² Not including the acquisition of additional 15.6% stake on July 2010
101
CAPITAL STRUCTURE
Multiplan‟s capital structure has not had any changes since the first quarter of the year. On June 30, 2010, the
company had 179,197,214 shares issued, of which 167,338,867 are common shares and 11,858,347 preferred
shares.
Free Float
Treasury
22.25% Maria Helena 39.83% ON
Kaminitz Peres 37.20% Total 0.08% ON
DESTAQUES 0.39% ON 0.08% Total Ontario Teachers’
Multiplan Planejamento, 0.36% Total
FINANCEIROS
Participações e
Pension Plan
34.41% ON
Administração S.A.
32.14%Total 100.00%
24.07% ON 1700480
77.75% 100.00% PN Ontario Inc.
1.16% ON 29.10% Total
1.09% Total
Jose Isaac Peres
1.00%
Multiplan
99.00% CAA -
Administradora de 99.00%
Corretagem e Consultoria
Shopping Centers Ltda. Shopping Centers % Publicitária Ltda.
1. MPH Empreendimento Imobiliário: Special Purpose Entity (SPE) from Shopping Vila Olímpia.
2. Manati Empreendimentos e Participações S.A.: Special Purpose Entity (SPE) from Shopping Santa Úrsula.
3. Haleiwa Empreendimentos Imobiliários S.A.: Special Purpose Entity (SPE) from Shopping Maceió.
Multiplan‟s Board of Directors approved on February 2010 the company‟s second stock buyback program. The
program has been setup among other reasons to use available company resources to maximize value to the
shareholder, and may also be used to meet the requirements of a future exercise of stock options in the scope of
the Purchase Option Plans of Shares issued by Multiplan. In the current buyback program, no shares have been
bought up to this date. The term for the repurchase of shares is of 365 days in effect as of the initial date and
ending on February 3rd, 2011.
During the first program, ended in November 2009, the company purchased 340,000 common shares, acquired at
an average weighted cost of R$13.59 per share. The current balance of stock held in treasury on June 30, 2010,
is of 135,286 shares.
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GLOSSARY AND ACRONYMS
Adjusted Funds from Operations (FFO): sum of adjusted net income, depreciation and amortization.
Adjusted Net Income: net income adjusted for non-recurring expenses with the IPO, restructuring costs and amortization of
goodwill from acquisitions and mergers (including deferred taxes).
Anchor Stores: Large, well known stores with special marketing and structural features that can attract consumers, thus
ensuring permanent attraction and uniform traffic in all areas of the mall. Stores must have more than 1,000 m² to be considered
anchors.
CAGR: Compounded Annual Growth Rate. Corresponds to a geometric mean growth rate on an annualized basis.
CAPEX: Capital Expenditure. Correspond to the estimated resources to be disbursed
in asset development, expansion or improvement. Acronyms:
DESTAQUES FINANCEIROS
CDI: (“Certificado de Depósito Interbancário” or Interbank Deposit Certificate).
BHS BH Shopping
Certificates issued by banks to generate liquidity. Its average overnight annualized BRS BarraShopping
rate is used as a reference of interest rates in Brazilian Economy. BSS BarraShoppingSul
Overage Rent: The difference paid as rent (when positive), between the base rent DMM DiamondMall
and the rent consisting of a percentage of sales, as determined in the lease MAC Shopping Maceió
MBC Morumbi Business Center
agreement. MBS MorumbiShopping
Debenture: debt instrument issued by companies to borrow money. Multiplan‟s MTE Multiplan
debentures are non-convertible, which means that they cannot be converted into NYCC New York City Center
equity shares. Moreover, a debenture holder has no voting rights. JDS Shopping Jundiaí
PKB ParkShoppingBarigui
Deferred Income: Deferred key money and store buy back expenses. PKS ParkShopping
EBITDA Margin: EBITDA divided by Net Revenue. PKC ParkShopping Corporate
PSC ParkShoppingSãoCaetano
EBITDA: Earnings Before Interest, Tax, Depreciation and Amortization. Net income PSS Pátio Savassi
(loss) plus expenses with income tax and social contribution on net income, financial RBS RibeirãoShopping
result, depreciation and amortization and non-recurring expenses. EBITDA does not SAF ShoppingAnáliaFranco
have a single definition, and this definition of EBITDA may not be comparable with the SSU Shopping Santa Úrsula
SVO Shopping Vila Olímpia
EBITDA used by other companies.
VLG Village Mall
EPS: Earnings per Share. Net Income divided by the total shares of the company.
GLA: Gross Leasable Area, equivalent to the sum of all the areas available for lease in malls, excluding merchandising.
IGP-DI Adjustment Effect: Is the weighted average of the monthly IGP-DI increase with a month of delay, multiplied by the
percentage GLA that was adjusted on the respective month.
IGP-DI: (“Índice Geral de Preços - Disponibilidade Interna”) General Domestic Price Index. Inflation index published by the
Getúlio Vargas Foundation, referring to the data collection period between the first and the last day of the month in reference,
with disclosure date near the 20th of the following month. It has the same composition as the IGP-M (“Índice Geral de Preços do
Mercado”), though with a different data collection period.
IPCA (“Índice de Preços ao Consumidor Amplo”): Published by the IBGE (Brazilian institute of statistics), it is the national
consumer price index, subject to the control of Brazil‟s Central Bank.
Key Money (KM): Key money is the money paid by a tenant in order to open a store in a shopping center. The key money
contract when signed is accrued in the deferred revenue account and in accounts receivable, but its revenue is accrued in the
key money revenue account in linear installments, only on the occasion of an opening, throughout the term of the leasing
contract. Nonrecurring key money from new stores of new developments or expansions (opened in the last 5 years);
‟Operational‟ key money from stores that are moving to a mall already in operation.
Merchandising: consists of all leases in a mall not involving the GLA area of the mall. Merchandise includes revenue from
kiosks, stands, posters, leasing of pillar space, doors and escalators and other display locations in a mall.
Minimum Rent (or Base Rent): Minimum rent paid by a tenant for a lease contract. Some tenants sign contracts with no fixed
base rent, and in that case minimum rent corresponds to a percentage of their sales.
Net Operating Income (NOI): Refers to the sum of the operating income (Rental revenue and shopping expenses) and income
from parking operations (revenue and expenses). Revenue taxes are not considered. The NOI + KM also includes the key
money from the contracts signed in the same period.
NOI Margin: NOI divided by Rental Revenue and net parking revenue.
Occupancy cost: Is the cost of leasing a store as a percentage of sales. It includes rent and other expenses (condo and
promotion fund expenses).
Occupancy rate: leased GLA divided by total GLA.
Owned GLA: or Company's GLA or Multiplan GLA, refers to total GLA weighted by Multiplan‟s interest in each mall.
Parking: Parking revenue is the total amount (100%) of revenue collected by the shopping centers. Parking revenue transfers
are the share of the parking revenue that need to be passed on to the company‟s partners and condominiums.
Potential Sales Value (PSV) or Total Sell Out: Refers to the total number of units for sale in a real estate development,
multiplied by the list price of each.
Sales: Sales reported by the stores in each of the malls.
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Same Area Rent/m² (SAR): Rent of the same area of the year before divided by the area‟s rent of the current year, less
vacancy.
Same Area Sales/m² (SAS): Sales of the same area of the year before divided by the area‟s GLA less vacancy.
Same store Rent/m² (SSR): Rent earned from stores that were in operation for over a year.
Same store Sales/m² (SSS): Sales of stores that were in operation for over a year.
Satellite Stores: Small stores with no special marketing and structural features located around the anchor stores and intended
for general retailing.
TJLP: (“Taxa de Juros de Longo Prazo”, or Long Term Interest Rate). The usual cost of financing conceived by BNDES.
TR: (“Taxa Referencial”, or Reference interest rate). Average interest rate used in the market.
Turnover: Leased GLA in the period divided by total GLA.
Shopping Center Segments:
Food Court & Gourmet Areas – Includes fast food and restaurants operations
Diverse – Cosmetics, bookstores, hair salons, pet shops and etc
Home & Office – Electronic stores, decoration, art, office supplies, etc
Services – Sports centers, entertainment centers, theaters, cinemas, medical centers, banks operations, and etc.
Apparel – Women and men clothing, shoes and accessories stores
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Disclaimer
This document may contain prospective statements, which are subject to risks and uncertainties as they were based on expectations of the
Company‟s management and on the information available. These prospects include statements concerning our management‟s current intentions
or expectations.
Readers/investors should be aware that many factors may mean that our future results differ from the forward-looking statements in this
document. The Company has no obligation to update said statements.
The words "anticipate“, “wish“, "expect“, “foresee“, “intend“, "plan“, "predict“, “forecast“, “aim" and similar words are intended to identify
affirmations.
Forward-looking statements refer to future events which may or may not occur. Our future financial situation, operating results, market share and
competitive positioning may differ substantially from those expressed or suggested by said forward-looking statements. Many factors and values
that can establish these results are outside the company‟s control or expectation. The reader/investor is encouraged not to completely rely on the
information above.
This document also contains information on future projects which could differ materially due to market conditions, changes in law or government
policies, changes in operational conditions and costs, changes in project schedules, operating performance, demand by tenants and consumers,
commercial negotiations or other technical and economic factors.
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