Filed by
Gafisa S.A.
This
communication is filed pursuant to Rule 425 under The Securities Act of 1933, as
amended.
Subject
Company: Construtora Tenda S.A.
Commission
File Number: 132-02704
Date:
November 10, 2009
THE
FOLLOWING ARE MATERIALS MADE PUBLIC BY GAFISA S.A. OR CONSTRUTORA TENDA S.A.
RELATING TO THE PROPOSED MERGER OF SHARES (INCORPORAÇÃO DE AÇÕES) OF
CONSTRUTORA TENDA S.A. INTO GAFISA S.A.
* * * *
*
These
materials may contain forward−looking statements within the meaning of the “safe
harbor” provisions of the Private Securities. These statements are statements
that are not historical facts, and are based on management’s current view and
estimates of future economic circumstances, industry conditions, company
performance and financial results. The words “anticipates”, “believes”,
“estimates”, “expects”, “plans” and similar expressions, as they relate to the
company, are intended to identify forward-looking statements. Statements
regarding the declaration or payment of dividends, the implementation of
principal operating and financing strategies and capital expenditure plans, the
direction of future operations and the factors or trends affecting financial
condition, liquidity or results of operations are examples of forward-looking
statements. Such statements reflect the current views of management and are
subject to a number of risks and uncertainties. There is no guarantee that the
expected events, trends or results will actually occur. The statements are based
on many assumptions and factors, including general economic and market
conditions, industry conditions, and operating factors. Any changes in such
assumptions or factors could cause actual results to differ materially from
current expectations.
Additional
Information and Where to Find It
This
document relates to a proposed transaction involving Gafisa S.A. and Construtora
Tenda S.A. In connection with the proposed transaction, Gafisa intends to file
with the SEC a registration statement on Form F-4 to register Gafisa common
shares to be issued in the proposed transaction. Gafisa intends to continue to
file additional relevant materials with the SEC. The registration statement and
the related prospectus will contain important information about Gafisa, Tenda,
the proposed transaction and related matters. Without prejudice to
publication, by the companies, of the information and documents required by
corporate legislation and by the regulations of the Comissão de Valores
Mobiliários through the Sistema de Informações Periódicas e Eventuais (“IPE”) in
the websites of the Comissão de Valores Mobiliários (www.cvm.gov.br) and of the
BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros
(www.bovespa.com.br) and/or in their respective websites (www.gafisa.com.br or
www.tenda.com.br, as the case may be), any and all information made available
abroad will be simultaneously made available in Brazil through the IPE.
Investors will be able to obtain copies
of the
offering document and other documents from the SEC's Public Reference Room at
100 F Street, N.E., Washington D.C., 20549. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room. The
documents may also be obtained from the website maintained by the SEC at
http://www.sec.gov, which contains reports and other information regarding
registrants that file electronically with the SEC. Gafisa and Tenda have also
filed certain documents with the Comissão de Valores Mobiliários, the Brazilian
securities commission, which are available on the CVM’s website at
http://www.cvm.gov.br. In addition, documents (including any exhibits) filed
with the SEC or CVM by Gafisa or Tenda will be available free of charge from the
Investor Relations offices of Gafisa S.A., located at Avenida Nações Unidas,
8501, 19th floor, São Paulo, SP, Brazil 05425-070, tel: 011-55-11-3025-9305, and
of Construtora Tenda S.A., located at Av. Eng. Luis Carlos Berrini, 1.376, 9th
floor, Edifício Torre Nações Unidas, Brooklin Paulista, São Paulo, SP, Brasil
04571-000, tel: 011-55-11-3040-6426. SHAREHOLDERS OF TENDA ARE URGED TO READ THE
REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED BY GAFISA WITH THE
SEC, INCLUDING THE PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION.
* * * *
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[GRAPHIC OMITTED]
APPRAISAL REPORT
RJ-0434/09 -01
1/2 VIAS
(VOLUME II/II)
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[GRAPHIC OMITTED]
REPORT RJ-0434/09-01
REFERENCE DATE: September 30, 2009
REQUESTED BY: TENDA S.A., with head office located on Rua. Gomes de Carvalho, 1.507,
4th floor, Vila Olimpia, in the city of Sao Paulo, SP, registered with
the General Roster of Corporate Taxpayers (CNPJ) under no.
71.476.527/0009-92, hereinafter called TENDA.
OBJECT: GAFISA S.A., with head office located on Avenida das Nacoes Unidas,
8.501, 19th floor, Alto de Pinheiros, in the city of Sao Paulo, SP,
registered with the General Roster of Corporate Taxpayers (CNPJ) under
no. 01.545.826/0001-07, hereinafter called GAFISA and CONSTRUTORA TENDA
S.A., previously qualified.
PURPOSE: Calculation of the Net Equities of GAFISA AND TENDA at market prices,
following appraisal of the equities of all such companies pursuant to
the same criteria and on the same dates for regulatory purposes
originated from the acquisition of control of the referred to
companies.
APSIS CONSULTORIA 1
REPORT RJ-0434/09-01
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EXECUTIVE SUMMARY APSIS CONSULTORIA EMPRESARIAL Ltda. (APSIS) was hired by TENDA to calculate the Net Equities of GAFISA and TENDA at market prices, following appraisal of the equities of all such companies pursuant to the same criteria and on the same dates for regulatory purposes originated from the acquisition of control of the referred to companies. The technical procedures used in this report are in accordance with the criteria set forth by appraisal standards. Appraisal calculations to assess the value of assets were devised on the basis of the income, asset and market approaches. This report presents the market values of the companies' assets and liabilities used to adjust the book Net Equity of GAFISA and TENDA through the assets approach. APSIS CONSULTORIA REPORT RJ-0434/09-01 2 |
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SUMMARY OF RESULTS
The tables below present an overview of the Net Equities at market prices of the companies involved
in the operation, as of the base date of this report:
MARKET EQUITY
GAFISA TENDA
MARKET EQUITY (THOUSANDS R$) 2,129,373 1,217,188
TOTAL NUMBER OF STOCKS 130,508,346 400,652,450
R$ PER STOCKS 16.315994 3.038015
EXCHANGE RELATION 0.186199 1.000000
Obs.: Quantity of GAFISA's shares for 1 TENDA share
APSIS CONSULTORIA
REPORT RJ-0434/09-01 3
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INDEX 1. INTRODUCTION 5 2. PRINCIPLES AND QUALIFICATIONS 6 3. RESPONSIBILITY LIMITS 7 4. APPRAISAL METHODOLOGY 8 5. GAFISA'S PROFILE 10 6. TENDA'S PROFILE 11 7. GENERAL APPRAISAL CRITERIA 12 8. APPRAISAL OF GAFISA'S SHAREHOLDERS' EQUITY AT MARKET VALUE 14 9. APPRAISAL OF TENDA'S SHAREHOLDERS' EQUITY AT MARKET VALUE 18 10. CONCLUSION 22 11. LIST OF ATTACHMENTS 23 APSIS CONSULTORIA REPORT RJ-0434/09-01 4 |
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1. INTRODUCTION
APSIS CONSULTORIA EMPRESARIAL S/C Ltda. (APSIS) was hired by GAFISA and TENDA to calculate the Net
Equities of GAFISA and TENDA at market prices, following appraisal of the equities of all such
companies pursuant to the same criteria and on the same dates for regulatory purposes originated
from the acquisition of control of the referred to companies according to law art. 264 of Law no.
6.404, de 15/12/1976 (Lei das S/A).
In preparing this report, data and information supplied by third parties were used in the form of
documents and verbal interviews with the clients. The estimates used in this process are based on
documents and information which include, among others, the following:
o Financial statements of the group's companies;
o List of permanent assets ;
o ITR (Quarterly Report) of the companies;
o Documents with technical specifications of the equipment appraised.
The APSIS team responsible for the coordination and performance of this report consists of the
following professionals:
o CESAR DE FREITAS SILVESTRE Accountant (CRC/RJ 044779/O-3)
o ANA CRISTINA FRANCA DE SOUZA Civil Engineer Post-graduated in Accounting Sciences (CREA/RJ
91.1.03043-4)
o LUIZ PAULO CESAR SILVEIRA Mechanical engineer Master of Business Management (CREA/RJ
89.1.00165-1)
o MARCELO UNFER PARABONI Business manager Post-graduated in Financial Management (CRA/RJ
20-47.164-6)
o MARGARETH GUIZAN DA SILVA OLIVEIRA Civil engineer, (CREA/RJ 91.1.03035-3)
o RICARDO DUARTE CARNEIRO MONTEIRO Civil engineer Post-graduated in Economic Engineering (CREA/RJ
30137-D)
o SERGIO FREITAS DE SOUZA Economist (CORECON/RJ 23521-0)
o WASHINGTON FERREIRA BRAGA Accountant (CRC/RJ 024100-6 / CVM 6734)
APSIS CONSULTORIA
REPORT RJ-0434/09-01 5
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2. PRINCIPLES AND QUALIFICATIONS
This report strictly complies with the fundamental principles described below.
o The consultants and appraisers have no personal bias towards the subject matter involved in
this report nor do they derive any advantages from it.
o The professional fees of APSIS are not, in any way, subject to the conclusions of this report.
o The report was prepared by APSIS and no one, other than the consultants themselves, prepared
the analyses and respective conclusions.
o In this report, one assumes that the information received from third parties is correct and
that the sources thereof are contained in said report.
o To the best knowledge and credit of the consultants, the analyses, opinions and conclusions
presented in this report are based on data, diligence, research and surveys that are true and
correct.
o For projection purposes, we start from the premise of the inexistence of liens or encumbrances
of any nature, whether judicial or extrajudicial, affecting the purpose of the relevant work,
other than those listed in this report.
o This Report meets the specifications and criteria established by the standards of the Brazilian
Association of Technical Standards (ABNT), the specifications and criteria established by USPAP
(Uniform Standards of Professional Appraisal Practice), in addition to the requirements imposed
by different bodies, such as: the Treasury Department, the Central Bank of Brazil, CVM (the
Brazilian equivalent to the US Securities and Exchange Commission), SUSEP (Private Insurance
Superintendence), etc.
o The report presents all the restrictive conditions imposed by the methodologies adopted, which
affect the analyses, opinions and conclusions contained in the report.
o APSIS declares that it does not have any direct or indirect interests in the companies
contemplated in this report, in their respective controllers, or in the transaction to which
the "Protocol and Justification" refer, there being no relevant circumstances which may
characterize conflict or communion of interests, whether potential or current, towards the
issue of this Appraisal Report.
o In the course of our work, controllers and managers of the companies contemplated in this
report did not direct, limit, hinder or practice any acts, which have or may have compromised
access, use or knowledge of information, property, documents or work methodologies relevant to
the quality of our conclusions.
APSIS CONSULTORIA 6
REPORT RJ-0434/09-01
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3. RESPONSIBILITY LIMITS
o To prepare this report, APSIS used historical data and information audited by third parties or
not audited and projected non-audited data, supplied in writing or verbally by the company's
management or obtained from other sources mentioned. Therefore, APSIS assumed as true the data
and information obtained for this report and does not have any responsibility in connection
with their truthfulness.
o The scope of this work did not include on audit of the financial statements or revision of the
works performed by its auditors.
o Our work was developed for use by the applicants aiming at the already described objectives.
Therefore, it may be disclosed as part of the documents related to the acquisition of the
autstanding shares of TENDA by GAFISA, with mention of this work in related publications being
authorized. It may also be filed with the Brazilian Securities and Exchange Commission - CVM
and at the U.S. Securities and Exchange Commission - SEC, as well as made available to
shareholders and third parties, including through the websites of the companies involved.
o We highlight that understanding of the conclusion of this report will take place by reading it
and its attachments in full. Therefore, conclusions should not be based on a partial reading of
the report.
o We are not responsible for occasional losses suffered by applicant, its shareholders,
directors, creditors or to other parties as a result of the use of data and information
supplied by the company and set forth in this report.
o The analyses and conclusions contained herein are based on several premises, held as of this
date, of future operational projections, such as: macroeconomic factors, amounts practiced by
the market, exchange rate variations, sale prices , volumes, market share, revenues, taxes,
investments, operational margins, etc. Thus, future results may differ from any forecast or
estimate contained in this report.
o This appraisal does not reflect events and their respective impacts, occurring after the date
of issue of this report.
APSIS CONSULTORIA 7
REPORT RJ-0434/09-01
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4. APPRAISAL METHODOLOGY ASSETS APPROACH - NET EQUITY AT MARKET PRICES This methodology derives from generally accepted accounting principles (GAAP), where financial statements are prepared based on the principle of historic or acquisition cost. According to these principles and to the fundamental principle of accounting, the book value of the assets of a company less the book value of its liabilities equals the book value of its net equity. The application of this methodology contemplates, as a starting point, the book values of assets and liabilities and requires that some of these items be adjusted so as to reflect their probable realization values. The result from the application of this method may provide an initial basis towards the estimate of the company's value, as well as a useful basis of comparison with results from other methodologies. On the other hand, the basic economics principles allow us to create the following appraisal technique: the value defined for assets less the value defined for liabilities equals the value defined for a company's net equity. From an appraisal perspective, the relevant value definitions are those appropriate to the purpose of the appraisal. The assessment of assets, therefore, aims at appraising a company according to the adjustment of the book value (net balance) to its respective fair market values. The assets and liabilities deemed relevant are appraised on the basis of their fair market value, with a comparison being made between this amount and the book value (net balance) . The general appraisal criteria applied towards the adjustment of assets subject to an appraisal at market prices are detailed in Chapter 7 of this report. After being duly analyzed, these adjustments are added to the book Net Equity value, thus establishing the market value of the company through the assets approach. The company's fair market value will be the Net Equity value after adjustments found for assets and liabilities appraised are accounted for. APSIS CONSULTORIA 8 REPORT RJ-0434/09-01 |
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It's worth pointing out that the identification and quantification of liabilities that were neither
recorded nor disclosed by the Company's Management was not included in our work.
In this appraisal, the methodology and scope adopted aimed at appraising a company's going concern.
Therefore, expenses incurred in asset realization or liability requirements, as well as those
related to the companies' bankruptcy or liquidation processes were not contemplated in the
calculations.
MAIN APPRAISAL STAGES
o Reading and analysis of the companies' balance sheet.
o Analysis of asset and liability accounts registered on the company's balance sheet, aiming at
identifying accounts which are subject to adjustments, and calculations of their probable
market values.
o Adjustment of relevant intangible operating assets to their respective market values, based on
of premises and appraisal criteria developed by Apsis.
o Application of the equity method of accounting to the net equities at market value of
subsidiary and affiliated companies in order to calculate the value of investments.
o Calculation of the market value of the companies' net equity.
APSIS CONSULTORIA
REPORT RJ-0434/09-01 9
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5. GAFISA'S PROFILE Gafisa works in the real state development and construction sector in Brazil with a focus on the residential market. In 2006, Gafisa began trading its shares on the Stock Exchange of Sao Paulo, and in early 2007, also started trading on to the New York Stock Exchange. Gafisa is already present in 20 states and 99 cities and operates in all residential sectors through Gafisa and its subsidiaries: Alphaville, Tenda and Bairro Novo. Short History of the Company GAF was established in 1954 in the city of Rio de Janeiro with operations in the real estate markets in the cities of Rio de Janeiro and Sao Paulo. In December 1997, GP Investments S.A. and its affiliates, or 'GP,' entered into a partnership with the shareholders of GAF to create Gafisa S.A. In February 2006, Gafisa concluded their initial public offering in Brazil. In March, 2007, Gafisa concluded its initial public offering of common shares in the United States. In October 2008, Gafisa obtained 60.0% of the total and voting capital stock of Tenda and FIT was merged into Tenda, a publicly -held company listed on the Novo Mercado segment of the BM&F BOVESPA. [Graphic Appears Here] Gafisa operates in 99 cities located in 20 of the 26 states of Brazil.Its brands are positioned and operate as described below: "Gafisa: developer focusing on residential developments in the Middle Segment, Medium High and High Income in 46 cities in 18 states, with unit sales price exceeding R$ 200 thousand. The company is also invested in CIPESA EMPREENDIMENTOS IMOBILIARIOS (70%) and other SPEs. "Tenda: developer focusing on residential developments in the segment, with sales price between R$ 500 thousand and R$ 200 thousand. " Alphaville: largest urban development focused on the sale of residential lots for segments Medium, Medium High and High Income. APSIS CONSULTORIA LAUDO RJ-0173/07 -01 10 |
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6. TENDA'S PROFILE Tenda is a company's residential real estate company exclusively focused on popular segments. Tenda in 13 major metropolitan areas of Brazil, in a total of 64 cities. Short History of the Company The Company's history began in 1969 with the Incorporation of Tenda Engenharia S.A. in the city of Belo Horizonte. The Incorporation of Construtora Tenda S.A. happened in 1994 in the city of Belo Horizonte. Tenda began operating in the metropolitan area of Sao Paulo in 1999 and the metropolitan area of Rio de Janeiro in 2006. In 2007, Tenda acquired new shareholders and began operating in the metropolitan area of the following states: Rio Grande do Sul, Pernambuco, Goias, Espirito Santo, Bahia, Parana, besides Distrito Federal. In October 2008, Tenda merged with Fit Residencial Empreendimentos Imobiliarios Ltda, the former subsidiary of Gafisa S.A. As a result, Gafisa became the parent company of Tenda, thus contributing to the latter's expansion both in terms of geographical area and the income range of its clients, which is now between 4 and 20 minimum wages. In April 2009, Equity International (El), a private investment company, announced the acquisition of over 20 million Tenda shares, equivalent to 5.03% of the Company's free float. Shareholder Structure Tenda has its shares listed on BM&F BOVESPA. APSIS CONSULTORIA REPORT RJ-0434/09-01 11 |
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7. GENERAL APPRAISAL CRITERIA
This report was prepared for the purpose of meeting the terms stated in article 264 of Law no.
6,404, on December 31, 1976 (Brazilian Corporate Law) so as to appraise the equities of the
companies directly involved in the acquisition process according to the same criteria and on the
same dates at market prices.
EVENTS AND ADJUSTMENTS CONSIDERED IN THE APPRAISAL
The audited Financial Statements used as basis for this report were prepared by the Companies in
full compliance to Law no. 11,638/07. The table below presents the general criteria defined for the
appraisal of each account and/or group of accounts of the companies involved in the operation:
GROUP OF ACCOUNTS ASSUMPTIONS
GENERAL Accounts with an amount less than R$ 500,000 were not
analyzed and the book value was maintained, except for
those consolidated in some specific group.
Available Funds Represented by:
o Cash and Banks
o Cash Equivalents' Short-term investments with
original maturity within 90 days or less and readily
convertible into cash.
Accounts Receivable Represented substantially by:
o Properties saled
APPRAISAL CRITERION
Market value same as book value.
Market value same as book value.
Market value same as book value.,
considering the book value after present
value adjustments, according to the Law
no.11.638,
APSIS CONSULTORIA
LAUDO RJ-0173/07 -01 12
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GROUP OF ACCOUNTS ASSUMPTIONS
Inventories Represented substantially by:
o Lands
o Properties for sale
Expenses Represented substantially by:
o Expenses payed in Advance
o Expenses with Sales
o Recognized Sales Expenses
Intangible Assets Represented mostly by:
o Intellectual Property (Trademark, brands, patents)
Other Accounts Payable Represented by various accounts payable.
Shareholder's Equity o Market Adjustments - Result of appraisal of the
Assets, Rights, and Obligations, appraised by the
market, net of the effects of taxes.
APPRAISAL CRITERION
Market Value.
The balances were annulled.
Market Value.
Tax and Social Contribution related to to the
adjustments was calculated and added.
TMarket value.
APSIS CONSULTORIA
REPORT RJ-0434/09-01 13
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8. APPRAISAL OF GAFISA'S SHAREHOLDERS- EQUITY AT MARKET VALUE
This report adopted the assets approach for appraising GAFISA's Shareholders' Equity at market
value. We appraised the relevant assets and liabilities in order to reflect their fair market value
according to the criteria stated in Chapter 7.
RELEVANT ASSETS
For us to arrive at the amount of GAFISA's Shareholders Equity at market value, it was necessary to
carry out appraisals of its relevant operating assets.
INTANGIBLE ASSETS
In order to appraise GAFISA's registered trademarks, a derivation of the approach for valuing income
from brands was chosen as the methodology to do so as recommended industries with the common
practice of paying royalties. This approach is known as the 'relief-from-royalty' approach,
Valuation of Intellectual Property and Intangible Assets (Smith, Parr) and has as its base the
growth of cash flow after taxes derived from the fact that the company does not need to pay
royalties to third parties for using a certain brand. The brand's fair market value can then be
attributed to the cash flow generated by these savings, bringing to present value by a discount rate
that represents the associated risk. Since brands do not have a measurable life, perpetuity is also
added to the cash flow.
ESTIMATES
Based on the Cash Flow of the savings generated by not paying royalties for each brand it owns,
forecasted into the next 07 years, we discounted these amounts at present value using a discount
rate of 9.3% p.a.
FINAL AMOUNT REACHED
Based on the studies carried out by APSIS on the date of September 30, 2009, the appraisers reach
the following market values for the GAFISA brands for purposes of buying and selling.
GAFISA'S BRAND VALUE (R$ millions)
discount rate (p.a.) 9.3%
GAFISA'S BRAND VALUE (R$ millions) $ 166.24
AUSA'S BRAND VALUE (R$ millions) $ 54.61
TOTAL $ 220.85
APSIS CONSULTORIA
REPORT RJ-0434/09 -01 14
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APPRAISAL OF OTHER GAFISA INVESTMENTS GAFISA's other investments were considered by them respective book value, whether due to their small relevance or the make-up of their assets (cash or cash equivalents) . APPRAISAL OF OTHER ASSETS AND LIABILITIES For GAFISA's other assets and liabilities, the criteria stated in Chapter 8 were adopted, as demonstrated on the calculation spreadsheets of attachment 1. APSIS CONSULTORIA REPORT RJ-0434/09 -01 |
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GAFISA'S SHAREHOLDERS' EQUITY AT MARKET VALUE
The table below presents GAFISA's Shareholders' Equity at Market Value on the base date with the
respective adjustments on the main accounts:
COMPANY: GAFISA S/A
REFERENCE DATE: 30/09/09
RELEVANTES VALUE (THOUSANDS REAIS)
ACCOUNTS ACCOUNTING ADJSTMENTS MARKET
ASSETS 6,931,539 524,087 7,455,626
CORRENT ASSETS 4,321,581 303,236 4,624,817
CASH AND EQUIVALENT 1,099,687 - 1,099,687
CREDITS 1,718,110 - 1,718,110
CLIENTS 1,718,110 - 1,718,110
PROPETRIES SALED 1,627,327 - 1,627,327
OTHER CLIENTS 79,511 - 79,511
OTHER ACCOUNTS RECEIVABLE 11,272 - 11,272
OTHER CREDITS - - -
INVENTORIES 1,376,236 323,963 1,700,199
OTHER 127,548 (20,727) 106,821
RECOGNIZED SALES EXPENSES 7,205 (7,205) -
OTHER ACCOUNTS 93,722 - 93,722
EXPENSES PAYED IN ADVANCE 13,522 (13,522)
DIFFERED TAXES 13,099 - 13,099
LONG TERM ASSETS 2,351,482 - 2,351,482
FIXED ASSETS 258,476 220,851 479,327
INVESTMENT 195,088 - 195,088
LAND AND PROPERTIES 53,698 - 53,698
INTANGIBLE 9,690 220,851 230,541
COMPANY: GAFISA S/A
REFERENCE DATE: 30/09/09
RELEVANTES VALUE (THOUSANDS REAIS)
ACCOUNTS ACCOUNTING ADJSTMENTS MARKET
LIABILITIES 5,148,863 178,190 5,326,253
CORRENT LIABILITIES 1,798,052 - 1,798,052
LONG TERM LIABILITIES 2,797,122 178,190 2,975,312
LOANS AND FINANCING 636,639 - 636,639
DEBENTURES 1,244,000 - 1,244,000
PROVISIONS 59,509 - 59,509
PROVISION FOR CONTINGENCIES 59,509 - 59,509
RELATED PARTY DEBT - - -
ADVANCED TO FUTURE CAPITAL GROWTH 1,180 - 1,180
OTHER 831,701 178,190 1,009,891
ADVANCE TO CLIENT 147,168 - 147,168
DIFERRED TAXES AND CONTRIBUTION 322,870 - 322,870
OTHER ACCOUNTS PAYABLE 361,663 178,190 539,853
FUTURE NET PROFIT RESULT 24,093 - 24,093
GOODWILL ON ACQUISITIONS OF SUBSIDIARIES 12,499 - 12,499
GAIN ON SALES INVESTMENT 11,594 - 11,594
MINORITY INTEREST 552,889 - 552,889
EQUITY 1,783,476 345,897 2,129,373
SHARE CAPITAL 1,215,847 - 1,215,847
CAPITAL RESERVE 190,584 - 190,584
PROFIT RESERVE 218,827 - 218,827
ACCUMULATED PROFIT AND LOSSES 158,218 - 158,218
MARKET ADJUSTMENTS 245,897 345,897
APSIS CONSULTORIA
REPORT RJ-0434/09-01 16
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VALUE OF GAFISA'S SHARES ON BASE DATE
130,508,346 shares (1) VALUE PER SHARE
Net book value R$ 13.665609
Adjustment per share R$ 2.6503853
Book value adjusted to market R$ 16.315994
(1) treasury stocks were excluded.
APSIS CONSULTORIA
REPORT RJ-0434/09-01 17
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9. APPRAISAL OF TENDA'S SHAREHOLDERS' EQUITY AT MARKET VALUE This report adopted the assets approach for appraising the Shareholders' Equity at TENDA's market value. In this approach we appraised the relevant assets and liabilities in order to reflect their fair market value according to the criteria stated in Chapter 7. RELEVANT ASSETS For us to arrive at the amount of the TENDA's Shareholders Equity at market value, it was necessary to carry out appraisals of TENDA's relevant operating assets. INTANGIBLE ASSETS In order to appraise TENDA's registered trademarks, a derivation of the approach for valuing income from brands was chosen as the methodology to do so that is recommended in industries with the common practice of paying royalties. This approach is known as the 'relief-from-royalty' approach, Valuation of Intellectual Property and Intangible Assets (Smith, Parr) and has as its base the growth of cash flow after taxes derived from the fact that the company does not need to pay royalties to third parties for using a certain brand. The brand's fair market value can then be attributed to the cash flow generated by these economies, bringing to present value by a discount rate that represents the associated risk. Since brands do not have a measurable life, perpetuity is also added to the cash flow. ESTIMATES Based on the Cash Flow of the savings generated by not paying royalties for each brand it owns, forecasted into the next 07 years, we discounted these amounts at present value using a discount rate of 9.3% p.a. FINAL AMOUNT REACHED Based on the studies carried out by APSIS on the date of September 30, 2009, the appraisers reach the following market values for the TENDA brand for purposes of buying and selling: TENDA'S BRAND VALUE (R$ millions) discount rate (p.a.) 9.3% TENDA'S BRAND VALUE (R$ millions) R$ 55.60 APSIS CONSULTORIA REPORT RJ-0434/09 -01 18 |
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APPRAISAL OF OTHER TENDA INVESTMENTS TENDA's other investments were considered by their respective book value, whether due to their small relevance or by the make-up of their assets (cash or cash equivalents) . APPRAISAL OF OTHER ASSETS AND LIABILITIES For TENDA's other assets and liabilities, the criteria stated in Chapter 8 were adopted, as demonstrated on the calculation spreadsheets of attachment 1. APSIS CONSULTORIA REPORT RJ-0434/09 -01 |
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TENDA'S SHAREHOLDERS' EQUITY AT MARKET VALUE
The table below presents TENDA's Shareholders' Equity at Market Value on the base date with the
respective adjustments on the main accounts:
COMPANY: CONSTRUTORA TENDA S/A (CONSOLIDADO)
REFERENCE DATE: 30/09/09
RELEVANTES VALUE (THOUSANDS REAIS)
ACCOUNTS ACCOUNTING ADJSTMENTS MARKET
ASSETS 2,383,672 145,176 2,528,848
CURRENT ASSETS 1,526,988 (4,784) 1,522,204
CASH AND EQUIVALENT 430,481 - 430,481
CREDITS 146,082 - 146,082
ACCOUNTS RECEIVABLE 521,839 - 521,839
PROPERITY FOR SALE 357,130 - 357,130
ADVANCE GRANTED 49,613 - 49,613
RECOVERABLE TAXES 13,054 - 13,054
DIFFERED TAXES 2,879 - 2,879
RECOGNIZED SALES EXPENSES 4,784 (4,784) -
OTHER 1,126 - 1,126
LONG TERM ASSETS 829,462 94,357 923,819
ACCOUNTS RECEIVABLE 537,291 - 537,291
PROPERTY FOR SALE 105,403 101,741 207,144
DIFFERED TAXES 117,624 - 117,624
JUDICAL DEPOSITS 12,739 - 12,739
RECOGNIZED SALES EXPENSES 7,384 (7,384) -
RELATED PARTIES 47,487 - 47,487
OTHER 1,534 - 1,534
FIXED ASSETS 27,222 55,683 82,825
INVESTMENTS - - -
LAND AND PROPERTIES 21,755 - 21,755
INTANGIBLE 5,467 55,603 61,070
COMPANY: CONSTRUTORA TENDA S/A (CONSOLIDADO)
REFERENCE DATE: 30/09/09
RELEVANTES VALUE (THOUSANDS REAIS)
ACCOUNTS ACCOUNTING ADJSTMENTS MARKET
LIABILITIES 1,262,300 49,360 1,311,660
CURRENT LIABILITIES 381,886 - 381,886
LOANS AND FINANCING 71,585 - 71,585
DEBENTURES 19,861 - 19,861
ACCOUNTS PAYABLE 66,536 - 66,536
LABOR AND TAX OBLIGATIONS 24,978 - 24,978
TAX PAYABLE 2,779 - 2,779
ADVANCE TO CLIENT 46,764 - 46,764
REFUSED CONTRACTS 27,410 - 27,410
ACCOUNTS PAYABLE REFERRED
TO LAND ACQUISITION 45,043 - 45,043
DIFFERED TAXES 52,375 - 52,375
RELATED PARTIES - - -
PROVISION FOR INVESTMENT LOSSES - - -
OTHER 24,555 - 24,555
LONG TERM LIABILITIES 880,414 49,360 929,774
LOANS AND FINANCING 55,584 - 55,584
DEBENTURES 600,000 - 600,000
ACCOUNTS PAYABLE REFERRED
TO LAND ACQUISITION 12,633 - 12,633
PROVISION FOR CONTINGENCIES 25,829 - 25,829
TAXES PAYABLE 12,882 49,360 62,242
DIFFERED TAXES 116,343 - 116,343
ACCOUNTS PAYABLE - BAIRRO
NOVO ACQUISITION 44,637 - 44,637
OTHER 12,506 - 12,506
MINORITY INTEREST - - -
EQUITY 1,121,372 95,816 1,217,188
SHARE CAPITAL 755,236 - 755,236
CAPITAL RESERVE 398,419 - 398,419
ACCUMULATED PROFIT AND LOSSES -32,283 - (32,283)
MARKET ADJUSTMENTS 95,816 95,816
APSIS CONSULTORIA 20
REPORT RJ-0434/09-01
|
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VALUE OF TENDA'S SHARES ON BASE DATE
400,652,450 shares VALUE PER SHARE
Net book value R$ 2.798865
Adjustment per share R$ 0.239150
Book value adjusted to market R$ 3.038015
APSIS CONSULTORIA 21
REPORT RJ-0434/09-01
|
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10. CONCLUSION
In light of the review carried out on the documentation mentioned previously and using as a basis
other APSIS studies, the experts have reached the following amount per share of GAFISA and TENDA,
appraised by the value Shareholders' Equity at Market Value calculated using the assets approach on
September 30, 2009:
GAFISA: R$ 16.315994 per ON or PN share
TENDA: R$ 3.038015 per ON share
This brings Report RJ-0434/09 -01 to a close, which is composed of 25 (twenty five) typewritten
sheets on one side and 4 (four) attachments and extracted on 3 (three) original copies. APSIS
Consultoria Empresarial Ltda., CREA/RJ 82.2.00620 -1 and CORECON/RJ RF/2.052 -4, a company
specialized in asset appraisal, legally represented below by its directors, may be contacted if for
any reason there seems to be clarifications that may be necessary.
Rio de Janeiro - November 05, 2009
[GRAPHIC OMITTED]
APSIS CONSULTORIA 22
REPORT RJ-0434/09-01
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11. LIST OF ATTACHMENTS 1. APPRAISAL CALCULATIONS 2. APPRAISAL OF INTANGIBLE ASSETS 3. SUPPORT DOCUMENTATION 4. GLOSSARY AND APSIS PROFILE i RIO DE JANEIRO - RJ Rua Sao Jose, 90, grupo 1802 Centro, CEP: 20010-020 Tel.: + 55 21 2212.6850 Fax: + 55 21 2212.6851 SAO PAULO - SP Alameda Franca, 1467, 44 Sao Paulo - SP CEP: 01422-001 Tel.: + 55 11 2626.0510 APSIS CONSULTORIA 23 REPORT RJ-0434/09-01 |
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ATTACHMENT 1
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REPORT: RJ-0434/09-01
COMPANY: GAFISA S/A
REFERENCE DATE: 30/09/09
-----------------------------------------------------------------------------------------
RELEVANTES VALUE (THOUSANDS REAIS)
-------------------------------------
ACCOUNTS ACCOUNTING ADJSTMENTS MARKET
-----------------------------------------------------------------------------------------
ASSETS 6.931.539 524.087 7.455.626
-----------------------------------------------------------------------------------------
CORRENT ASSETS 4.321.581 303.236 4.624.817
CASH AND EQUIVALENT 1.099.687 - 1.099.687
CREDITS 1.718.110 - 1.718.110
CLIENTS 1.718.110 - 1.718.110
PROPETRIES SALED 1.627.327 - 1.627.327
OTHER CLIENTS 79.511 - 79.511
OTHER ACCOUNTS RECEIVABLE 11.272 - 11.272
OTHER CREDITS - - -
INVENTORIES 1.376.236 323.963 1.700.199
OTHER 127.548 (20.727) 106.821
RECOGNIZED SALES EXPENSES 7.205 (7.205) -
OTHER ACCOUNTS 93.722 - 93.722
EXPENSES PAYED IN ADVANCE 13.522 (13.522)
DIFFERED TAXES 13.099 - 13.099
LONG TERM ASSETS 2.351.482 - 2.351.482
FIXED ASSETS 258.476 220.851 479.327
INVESTMENTS 195.088 - 195.088
-----------------------------------------------------------------------------------------
LAND AND PROPERTIES 53.698 - 53.698
-----------------------------------------------------------------------------------------
- -
INTANGIBLE 9.690 220.851 230.541
-----------------------------------------------------------------------------------------
- -
-----------------------------------------------------------------------------------------
1 / 4
APSIS CONSULTORIA EMPRESARIAL GAFISA
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REPORT: RJ-0434/09-01
COMPANY: GAFISA S/A
REFERENCE DATE: 30/09/09
----------------------------------------------------------------------------------------------
RELEVANTES VALUE (THOUSANDS REAIS)
---------------------------------------------------
ACCOUNTS ACCOUNTING ADJSTMENTS MARKET
----------------------------------------------------------------------------------------------
LIABILITIES 5.148.063 178.190 5.326.253
---------------------------------------------------------------------------------------------
CURRENT LIABILITIES 1.798.052 1.798.052
LONG TERM LIABILITIES 2.797.122 178.190 2.975.312
LOANS AND FINANCING 636.639 636.639
DEBENTURES 1.244.000 1.244.000
PROVISIONS 59.509 59.509
PROVISION FOR CONTINGENCIES 59.509 59.509
RELATED PARTY DEBT - - -
ADVANCE TO FUTURE CAPITAL GROWTH 1.180 1.180
OTHER 831.701 178.190 1.009.891
ADVANCE TO CLIENT 147.168 147.168
DIFERRED TAXES AND CONTRIBUTION 322.870 322.870
OTHER ACCOUNTS PAYABLE 361.663 178.190 539.853
FUTURE NET PROFIT RESULT 24.093 24.093
GOODWILL ON ACQUISITIONS OF SUBSIDIARIES 12.499 12.499
GAIN ON SALES INVESTMENT 11.594 11.594
MINORITY INTEREST 552.889 552.889
---------------------------------------------------------------------------------------------
EQUITY 1.783.476 345.897 2.129.373
---------------------------------------------------------------------------------------------
SHARE CAPITAL 1.215.847 1.215.847
CAPITAL RESERVE 190.584 190.584
PROFIT RESERVE 218.827 218.827
ACCUMULATED PROFIT AND LOSSES 158.218 158.218
MARKET ADJUSTMENTS 345.897 345.897
---------------------------------------------------------------------------------------------
2 / 4
APSIS CONSULTORIA EMPRESARIAL GAFISA
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REPORT: RJ-0434/09-01
COMPANY: CONSTRUTORA TENDA S/A (CONSOLIDADO)
REFERENCE DATE: 30/09/09
----------------------------------------------------------------------------------------
RELEVANTES VALUE (THOUSANDS REAIS)
---------------------------------------------------
ACCOUNTS ACCOUNTING ADJSTMENTS MARKET
----------------------------------------------------------------------------------------
ASSETS 2.383.672 145.176 1.991.557
----------------------------------------------------------------------------------------
CURRENT ASSETS 1.526.988 (4.784) 1.522.204
CASH AND EQUIVALENT 430.481 - 430.481
CREDITS 146.082 - 146.082
ACCOUNTS RECEIVABLE 521.839 - 521.839
PROPERTY FOR SALE 357.130 - 357.130
ADVANCE GRANTED 49.613 - 49.613
RECOVERABLE TAXES 13.054 - 13.054
DIFFERED TAXES 2.879 - 2.879
RECOGNIZED SALES EXPENSES 4.784 (4.784) -
OTHER 1.126 - 1.126
LONG TERM ASSETS 829.462 94.357 386.528
ACCOUNTS RECEIVABLE 537.291 -
PROPERTY FOR SALE 105.403 101.741 207.144
DIFFERED TAXES 117.624 - 117.624
JUDICIAL DEPOSITS 12.739 - 12.739
RECOGNIZED SALES EXPENSES 7.384 (7.384) -
RELATED PARTIES 47.487 - 47.487
OTHER 1.534 - 1.534
FIXED ASSET 27.222 55.603 82.825
INVESTMENTS - - -
----------------------------------------------------------------------------------------
LAND AND PROPERTIES 21.755 - 21.755
----------------------------------------------------------------------------------------
INTANGIBLE 5.467 55.603 61.070
----------------------------------------------------------------------------------------
3 / 4
APSIS CONSULTORIA EMPRESARIAL TENDA
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REPORT: RJ-0434/09-01
COMPANY: CONSTRUTORA TENDA S/A (CONSOLIDADO)
REFERENCE DATE: 30/09/09
--------------------------------------------------------------------------------------------
RELEVANTES VALUE (THOUSANDS REAIS)
--------------------------------------------
ACCOUNTS ACCOUNTING ADJSTMENTS MARKET
--------------------------------------------------------------------------------------------
LIABILITIES 1.262.300 49.360 1.311.660
--------------------------------------------------------------------------------------------
CURRENT LIABILITIES 381.886 - 381.886
LOANS AND FINANCING 71.585 - 71.585
DEBENTURES 19.861 - 19.861
ACCOUNTS PAYABLE 66.536 - 66.536
LABOR AND TAX OBLIGATIONS 24.978 - 24.978
TAXES PAYABLE 2.779 - 2.779
ADVANCE TO CLIENT 46.764 - 46.764
REFUSED CONTRACTS 27.410 - 27.410
ACCOUNTS PAYABLE REFERRED TO LAND ACQUISITION 45.043 - 45.043
DIFFERED TAXES 52.375 - 52.375
RELATED PARTIES - - -
PROVISION FOR INVESTMENT LOSSES - - -
OTHER 24.555 - 24.555
LONG TERM LIABILITIES 880.414 49.360 929.774
LOANS AND FINANCING 55.584 - 55.584
DEBENTURES 600.000 - 600.000
ACCOUNTS PAYABLE REFERRED TO LAND ACQUISITION 12.633 - 12.633
PROVISION FOR CONTINGENCIES 25.829 - 25.829
TAXES PAYABLE 12.882 49.360 62.242
DIFFERED TAXES 116.343 - 116.343
ACCOUNTS PAYABLE - BAIRRO NOVO ACQUISITIION 44.637 - 44.637
OTHER 12.506 - 12.506
MINORITY INTEREST - - -
--------------------------------------------------------------------------------------------
EQUITY 1.121.372 95.816 1.217.188
--------------------------------------------------------------------------------------------
4 / 4
APSIS CONSULTORIA EMPRESARIAL TENDA
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ATTACHMENT 2 |
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1. VALUATION METHODOLOGY - INTANGIBLE ASSETS
The acknowledgment of importance of intangible assets has been speedily growing, as more and more
companies have been trading in view of their off-balance assets.
The valuation study of intellectual property and intangible assets does not exactly determine a
specific value, but rather collect the largest amount of data and information about the business and
its market, which analyzed and modeled, allows the appraiser to determine a probable number for the
subject -matter under study, in view of specific features of situation and purpose studied.
All companies have a portfolio of assets, which responsable for the performance and continuation of
operations, and aim to generate profits representing a satisfactory return on capital invested. Such
assets are divided into three categories:
o Monetary assets - represented by net current capital, which is the difference between current
assets (cash, short-term investments, invoices receivable, inventories, etc.) and current
liabilities (suppliers, accounts payable, income tax, etc.)..
o Fixed assets (tangible assets) - are those assets, which can be swapped, that is to say, they
have a physical existence. They include machinery and equipment, land, vehicles, real
properties, amongst others;
o Intangible assets and intellectual property -intangible assets are those, which do not have a
physical existence, but they provide rights and privileges to their owners. They are mainly
represented by client portfolios, agreements, and relationships with clients, franchising, etc.
Intellectual property generally refers to trademarks and patents, copyrights and know-how. It
represents a special classification within intangible assets, as their owner is protected by
law against third parties illegal exploration of intellectual property.
APSIS CONSULTORIA
REPORT RJ-0434/09
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All approaches for asset valuation start from the swap principle. Such principle presumes that a
prudent buyer will not pay for a property a higher value than the acquisition cost of a property
with the same usefulness.
From the swap principle, three types of approaches are defined, which can be used to determine the
value of an intangible asset. For each valuation, the most appropriate approach is chosen, however
they can also be used jointly. They are:
o Market approach - it aims at comparing the asset under analysis with other similar assets
recently sold or under offer;
o Cost approach - it measures the investment necessary to reproduce a similar asset, which shows
an identical capacity to generate benefits;
o Income approach - it defines the asset value as being the current value of future benefits
resulting from property rights associated with the asset.
In the specific case of valuation of GAFISA and TENDA trademarks, a derivation of income approach
was chosen as methodology, recommended in industries with payment of royalties as a common practice.
This approach, known as relief-from-royalty approach, is based on the incremental cash flow after
taxes derived from the fact a company is not required to pay royalties to third parties for the
utilization of a certain trademark. As there is a worldwide and active market of royalties, then it
is possible to dissociate the trademarks value from other less explicit intangible assets, which
participate in the generation of company cash, such as goodwill. The market value (fair value) of
trademarks can be attributed to the cash flow generated by such economies and than to the present
value through a discount rate representing the associated risk. Since trademarks do not have a
measurable life, perpetuity of the cash flow is assumed.
DISCOUNT RATE
The discount rate to be used to calculate the present value of yields determined in the projected
cash flow represents the minimum profitability required by investors, considering that a company is
financed by its own capital, which requires a higher yield when compared to a standard risk
investment, and third-party capital.
The discount rate is calculated by the WACC (Weighted Average Cost of Capital) methodology, in which
the cost of capital is determined by the weighted average market value of the capital structure
components (own and third-parties capital), as described below.
APSIS CONSULTORIA
REPORT RJ-0434/09
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discount rate WACC = (Re x We) + Rd (1 -t) x Wd
Re = cost of own capital
Rd = cost of third-party capital
We = percentage of own capital in the
capital structure
Wd = percentage of third-parties capital in
the capital
T = company's income tax and social
contribution
Cost of own capital Re = Rf + beta*(Rm - Rf) + Rp
Rf Risk-free rate - it is based on US Treasury annual
interest rate for 30-year bonds, net of the US long-
term inflation
Rp Country Risk - it represents the risk of investing in
an asset in a specific country when compared to a
similar investment in a country deemed as safe.
Rm Market Risk - it measures the appreciation of a
fully diversified stock portfolio for a 30-year
period
Beta It adjusts the market risk to the risk of a specific
industry
beta alavancado It adjusts the industry beta for risk of a company.
Cost of third Rd = Rf (*) + alfa + Rp
parties capital
Rf (*) Risk-free rate - it is based on US Treasury annual
interest rate for 10-year bonds, net of the US
long-term inflation
Alfa Specific Risk - it represents the risk of
investing in the company under analysis.
APSIS CONSULTORIA
REPORT RJ-0434/09
|
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2. VALUATION OF GAFISA'S TRADEMARKS
Pursuant to methodology previously described, portfolios or families of GAFISA's trademarks were
selected, which are the following:
o GAFISA
[Graphic Appears Here]
PROJECTION PREMISES - GAFISA'S TRADEMARKS:
Premises adopted for the projection of cash flow generated by royalties economies (Attachment 1), in
accordance with methodology used, are detailed in chart below:
PARAMETER PREMISES LOGIC
ROYALTY o A 3% rate p.a. was applied o The royalty rates used in the construction industry
to Net Operating Revenue. are approximately 3% of the VGV. It was decided to
use this rate according to current rates and other
official information from construction companies
(information judicially protected).
APSIS CONSULTORIA
REPORT RJ-0434/09
|
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PARAMETER PREMISES LOGIC
GENERAL SALES VALUE o The general sales value was o Recovery of consumer market
projected for each one of the in Brazil, with economy upturn,
families in GAFISA: stabilizing after 2011.
GAFISA AND ALPHAVILLE
o An annual VGV variation was
considered in the projections,
based on estimates provided
in management reports of the
company.
o The values adopted are based on
estimated potential release of
land already acquired and do not
represent any kind of indication
of the plan or business potential.
ROYALTIES SAVINGS o NOR of each trademark x 2.0% x o Demonstration of savings
(1 -34%) - which is income tax + generated by each trademark.
social contribution rate applicable.
DETERMINATION OF DISCOUNT RATE
It was calculated by WACC methodology - Weighted Average Cost of Capital, model in which capital
cost is determined by the weighted average market value of the capital structure components (own
capital and of third parties), the real discount rate with constant currency in Brazil of 9.3% p.a.
TRADEMARKS VALUE
From the Cash Flow of savings generated from the non-payment of royalty of each own trademark
projected for the next 07 years, discounted savings at present value, by using the real discount
rate outlined in to previous item, we reached the following values for each own trademark:
GAFISA'S BRAND VALUE (R$ millions)
discount rate (p.a.) 9.3%
GAFISA'S BRAND VALUE (R$ millions) $ 166.24
AUSA'S BRAND VALUE (R$ millions) $ 54.61
TOTAL $ 220.85
APSIS CONSULTORIA
REPORT RJ-0434/09
|
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3. VALUATION OF TENDA'S TRADEMARKS
Pursuant to methodology outlined previously mentioned, portfolio of TENDA's trademarks was selected,
which is the following:
o TENDA
[GRAPHIC OMITTED]
PROJECTION PREMISES ' TENDA'S TRADEMARKS
PARAMETER PREMISES
ROYALTY o A 3% rate p.a. was applied on Net Operating Revenue.
GENERAL SALES VALUE o The general sales value was projected for each one of the families in
TENDA.
ROYALTIES SAVINGS o NOR of each trademark x 2.0% x (1 -34%) - which is income tax + social
contribution rate applicable.
LOGIC
o The royalty rates used in the construction industry are
approximately 3% of the VGV. It was decided to use this
rate
according to current rates and extra official
information from
construction companies (information judicially
protected).
o Recovery of consumer market in Brazil, with economy
upturn, stabilizing after 2011.
o An annual VGV variation was considered in the
projections, based on estimates provided in management reports of the
company.
o The values adopted are based on estimated potential
release of land already acquired and do not represent any kind of
indication of the plan or business potential.
o Demonstration of savings generated by each trademark.
APSIS CONSULTORIA
REPORT RJ-0434/09
|
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DETERMINATION OF DISCOUNT RATE It was calculated by WACC methodology - Weighted Average Cost of Capital, model in which capital cost is determined by the weighted average market value of the capital structure components (own capital and of third parties), the real discount rate with constant currency in Brazil of 9.3% p.a. TRADEMARKS VALUE From the Cash Flow of savings generated from the non-payment of royalties of each trademark projected for the next 07 years, discounted to at present value by using the real discount rate outlined in previous item, we reached the following values for each trademark: TENDA'S BRAND VALUE (R$ millions) discount rate (p.a.) 9.3% TENDA'S BRAND VALUE (R$ millions) $ 55.60 APSIS CONSULTORIA REPORT RJ-0434/09 |
 |
GAFISA/AUSA REPORT RJ-0434/09-01
BASE DATE: 09/30/2009
2009 2010 2011 2012 2013 20142015
LANDBANK PROJECTS *
VGV (R$ MILLIONS) 606 1,520 1,633 1,416 650 346 894
Project 1 71 - - - - - -
Project 2 18 - - - - - -
Project 3 71 - - - - - -
Project 4 15 - - - - - -
Project 5 24 - - - - - -
Project 6 113 - - - - - -
Project 7 17 - - - - - -
Project 8 37 - - - - - -
Project 9 31 - - - - - -
Project 10 20 - - - - - -
Project 11 12 - - - - - -
Project 12 179 - - - - - -
Project 13 - 65 - - - - -
Project 14 - 7 - - - - -
Project 15 - 46 - - - - -
Project 16 - 67 - - - - -
Project 17 - 26 - - - - -
Project 18 - 35 - - - - -
Project 19 - 71 - - - - -
Project 20 - 95 - - - - -
Project 21 - 44 - - - - -
Project 22 - 51 - - - - -
Project 23 - 58 - - - - -
Project 24 - 22 - - - - -
Project 25 - 50 - - - - -
Project 26 - 93 - - - - -
Project 27 - 74 - - - - -
Project 28 - 54 - - - - -
Project 29 - 24 - - - - -
Project 30 - 51 - - - - -
Project 31 - 78 - - - - -
Project 32 - 115 - - - - -
Project 33 - 43 - - - - -
Project 34 - 41 - - - - -
Project 35 - 36 - - - - -
Project 36 - 61 - - - - -
Project 37 - 52 - - - - -
Project 38 - 64 - - - - -
Project 39 - 34 - - - - -
Project 40 - 29 - - - - -
Project 41 - 33 - - - - -
Project 42 - - 5 - - - -
Project 43 - - 46 - - - -
Project 44 - - 25 - - - -
Project 45 - - 44 - - - -
FUTURE PROJECTS - GAFISA
Apsis Consultoria Empresarial Ltda. 1 / 7
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GAFISA/AUSA REPORT RJ-0434/09-01
BASE DATE: 09/30/2009
2009 2010 2011 2012 2013 2014 2015
LANDBANK
PROJECTS *
Project 46 - - 43 -- - -
Project 47 - - 10 -- - -
Project 48 - - 35 -- - -
Project 49 - - 29 -- - -
Project 50 - - 24 -- - -
Project 51 - - 48 -- - -
Project 52 - - 34 -- - -
Project 53 - - 33 -- - -
Project 54 - - 140 -- - -
Project 55 - - 45 -- - -
Project 56 - - 89 -- - -
Project 57 - - 52 -- - -
Project 58 - - 45 -- - -
Project 59 - - 53 -- - -
Project 60 - - 50 -- - -
Project 61 - - 92 -- - -
Project 62 - - 79 -- - -
Project 63 - - 29 -- - -
Project 64 - - 25 -- - -
Project 65 - - 179 -- - -
Project 66 - - 43 -- - -
Project 67 - - 54 -- - -
Project 68 - - 47 -- - -
Project 69 - - 23 -- - -
Project 70 - - 99 -- - -
Project 71 - - 44 -- - -
Project 72 - - 35 -- - -
Project 73 - - 36 -- - -
Project 74 - - - 10- - -
Project 75 - - - 10- - -
Project 76 - - - 22- - -
Project 77 - - - 28- - -
Project 78 - - - 43- - -
Project 79 - - - 85- - -
Project 80 - - - 34- - -
Project 81 - - - 64- - -
Project 82 - - - 16- - -
Project 83 - - - 52- - -
Project 84 - - - 37- - -
Project 85 - - - 111- - -
Project 86 - - - 50- - -
Project 87 - - - 53- - -
Project 88 - - - 63- - -
Project 89 - - - 56- - -
Project 90 - - - 43- - -
Project 91 - - - 94- - -
FUTURE PROJECTS - GAFISA
Apsis Consultoria Empresarial Ltda. 2 / 7
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GAFISA/AUSA REPORT RJ-0434/09-01
BASE DATE: 09/30/2009
2009 2010 2011 2012 2013 2014 2015
LANDBANK PROJECTS *
Project 92 - - - 209 - - -
Project 93 - - - 53 - - -
Project 94 - - - 55 - - -
Project 95 - - - 50 - - -
Project 96 - - - 99 - - -
Project 97 - - - 51 - - -
Project 98 - - - 25 - - -
Project 99 - - - - 7 - -
Project 100 - - - - 114 - -
Project 101 - - - - 19 - -
Project 102 - - - - 36 - -
Project 103 - - - - 52 - -
Project 104 - - - - 54 - -
Project 105 - - - - 42 - -
Project 106 - - - - 22 - -
Project 107 - - - - 85 - -
Project 108 - - - - 21 - -
Project 109 - - - - 64 - -
Project 110 - - - - 54 - -
Project 111 - - - - 50 - -
Project 112 - - - - 29 - -
Project 113 - - - - - 208 -
Project 114 - - - - - 87 -
Project 115 - - - - - 50 -
Project 116 - - - - - - 51
Project 117 - - - - - - 13
Project 118 - - - - - - 233
Project 119 - - - - - - 14
Project 120 - - - - - - 104
Project 121 - - - - - - 62
Project 122 - - - - - - 417
* The name of the projects are not disclosed due to confidentiality.
FUTURE PROJECTS - GAFISA
3 / 7
Apsis Consultoria Empresarial Ltda.
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GAFISA/AUSA REPORT RJ-0434/09-01
BASE DATE: 09/30/2009
2009 2010 2011 2012 2013
LANDBANK PROJECTS *
VGV (R$ MILLIONS) 351 751 741 819 685
Project 1 43
Project 2 109
Project 3 8
Project 4 44
Project 5 28
Project 6 16
Project 7 56
Project 8 18
Project 9 21
Project 10 8
Project 11 64
Project 12 76
Project 13 67
Project 14 65
Project 15 20
Project 16 26
Project 17 57
Project 18 53
Project 19 26
Project 20 24
Project 21 39
Project 22 36
Project 23 20
Project 24 37
Project 25 116
Project 26 25
Project 27 558
Project 28 89
Project 29 70
Project 30 24
Project 31 682
Project 32 111
Project 33 0
Project 34 25
Project 35 390
Project 36 26
Project 37 41
Project 38 25
Project 39 61
Project 40 31
Project 41 76
Project 42 35
* The name of the projects are not disclosed due to
confidentiality.
FUTURE PROJECTS - AUSA
Apsis Consultoria Empresarial Ltda. 4 / 7
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GAFISA/AUSA REPORT RJ-0434/09 -01
BASE DATE: 09/30/2009
ROYALTY RATE
COMPANIES LICENCE OBJECT INDUSTRY (% REVENUES)
CENTURY 21 REAL STATE CORP CENTURY 21 INCORPORACAO / CONSTRUCAO 3.00%
INTERO MARCA INTERO INCORPORACAO / CONSTRUCAO 3.00%
ROYALTIES
5 / 7
Apsis Consultoria Empresarial Ltda.
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GAFISA/AUSA REPORT RJ-0434/09-01
BASE DATE: 09/30/2009
NET EQUITY COST
RISK FREE RATE (Rf) 4.0%
BETA 0.89
LEVERAGED BETA 1.07
MARKET RISK PREMIUM (Rm - Rf) 5.7%
SIZE PREMIUM 3.7%
BRAZIL RISK 2.3%
Re (=) 16.2%
COST OF DEBT
RISK FREE RATE (Rf*) 3.3%
SPECIFIC RISK (ALPHA) 3.4%
BRAZIL RISK 2.3%
Rd (=) 9.1%
PROJECTED USA INFLATION 2.0%
WACC
NET EQUITY COST 16.2%
COST OF DEBT 9.1%
NOMINAL DISCOUNT RATE ( = ) 13.8%
REAL DISCOUNT RATE ( = ) 9.3%
TAXA DE DESCONTO
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GAFISA/AUSA REPORT RJ-0434/09 -01 BASE DATE: 09/30/2009
FUTURE VGV ANO 1 ANO 2 ANO 3 ANO 4 ANO 5 ANO 6 ANO 7
R$ Millions
VGV - NON LAUNCHED
PROJECTS - GAFISA 605.71 1,519.89 1,633.44 1,415.95 649.70 346.31 893.77
VGV - NON LAUNCHED
PROJECTS - AUSA 351.00 751.00 741.04 818.92 685.00 - -
Royalties Savings -
after tax 18.94 44.96 47.01 44.25 26.43 6.86 17.70
GAFISA BRAND 11.99 30.09 32.34 28.04 12.86 6.86 17.70
AUSA BRAND 6.95 14.87 14.67 16.21 13.56 - -
used royalty 3% premiss: royalty equivalent to the one
negociated by companies from the same industry
GAFISA'S BRAND VALUE (R$ millions)
discount rate (p.a.) 9.3%
GAFISA'S BRAND VALUE (R$ millions) $ 166.24
AUSA'S BRAND VALUE (R$ millions) $ 54.61
TOTAL $ 220.85
ROYALTY SAVINGS
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Apsis Consultoria Empresarial Ltda.
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TENDA REPORT RJ-0434/09-01
BASE DATE: 09/30/2009
2010 2011 2012 2013 2014 2015 2016
LANDBANK PROJECTS
VGV (R$ MILLIONS) 1.336 705 308 308 308 308 308
Project 1 483 255 111 111 111 111 111
Project 2 99 52 23 23 23 23 23
Project 3 75 40 17 17 17 17 17
Project 4 29 15 7 7 7 7 7
Project 5 35 18 8 8 8 8 8
Project 6 81 43 19 19 19 19 19
Project 7 157 83 36 36 36 36 36
Project 8 102 54 24 24 24 24 24
Project 9 53 28 12 12 12 12 12
Project 10 221 117 51 51 51 51 51
Project 11 - - - - - - -
Project 12 - - - - - - -
* The name of the projects are not disclosed due to confidentiality.
FUTURE PROJECTS
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TENDA REPORT RJ-0434/09 -01
BASE DATE: 09/30/2009
ROYALTY RATE
COMPANIES LICENCE OBJECT INDUSTRY (% REVENUES)
CENTURY 21 REAL STATE CORP CENTURY 21 INCORPORACAO / CONSTRUCAO 3,00%
INTERO MARCA INTERO INCORPORACAO / CONSTRUCAO 3,00%
ROYALTIES
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Apsis Consultoria Empresarial Ltda.
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TENDA REPORT RJ-0434/09 -01
BASE DATE: 09/30/2009
NET EQUITY COST
RISK FREE RATE (Rf) 4,0%
BETA 0,89
LEVERAGED BETA 1,07
MARKET RISK PREMIUM (Rm - Rf) 5,7%
SIZE PREMIUM 3,7%
BRAZIL RISK 2,3%
Re (=) 16,2%
COST OF DEBT
RISK FREE RATE (Rf*) 3,3%
SPECIFIC RISK (ALPHA) 3,4%
BRAZIL RISK 2,3%
Rd (=) 9,1%
PROJECTED USA INFLATION 2,0%
WACC
NET EQUITY COST 16,2%
COST OF DEBT 9,1%
NOMINAL DISCOUNT RATE ( = ) 13,8%
REAL DISCOUNT RATE ( = ) 9,3%
TAXA DE DESCONTO
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TENDA REPORT RJ-0434/09-01
BASE DATE: 09/30/2009
FUTURE VGV YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7
R$ Millions
VGV - NON LAUNCHED
PROJECTS - TENDA 1.336,19 704,78 307,94 307,94 307,94 307,94 307,94
Royalties Savings -
after tax 26,46 13,95 6,10 6,10 6,10 6,10 6,10
TENDA BRAND 26,46 13,95 6,10 6,10 6,10 6,10 6,10
used royalty 0% premiss: royalty equivalent to the one
negociated by companies from the same industry
TENDA'S BRAND VALUE (R$ millions)
discount rate (p.a.) 9,3%
TENDA'S BRAND VALUE (R$ millions) $ 55,60
ROYALTY SAVINGS
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ATTACHMENT 3 |
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Code Description 30/9/2009 30/6/2009 1 Total Assets 2.383.672 2.295.602 1.01 Current Assets 1.521.335 1.192.258 1.01.01 Cash and Cash Equivalents 574.563 656.924 1.01.01.01 Cash and Banks 492.233 596.448 1.01.01.02 Financial Investments 82.330 60.476 1.01.02 Credits 521.839 177.048 1.01.02.01 Clients 521.839 177.048 1.01.02.02 Other Receivables 0 0 1.01.03 Inventory 357.130 301.471 1.01.03.01 Properties for sale 357.130 301.471 1.01.04 Other 67.803 56.815 1.01.04.01 Advances rendered 44.892 36.533 1.01.04.02 Taxes to recover 13.054 8.969 1.01.04.03 Deferred taxes 2.879 2.879 1.01.04.04 Deferred selling expenses 4.784 4.567 1.01.04.05 Other receivables 2.194 3.867 1.01.04.06 Despesas Antecipadas 0 0 1.02 Non Current Assets 862.337 1.103.344 1.02.01 Long Term Receivables 835.115 1.076.841 1.02.01.01 Sundry Credits 537.291 718.989 1.02.01.01.01 Receivables from clients of developme 537.291 718.989 1.02.01.02 Credits w ith Related Parties 46.419 41.177 1.02.01.02.01 Associated companies 46.419 41.177 1.02.01.02.02 Subsidiaries 0 0 1.02.01.02.03 Other Related Parties 0 0 1.02.01.03 Other 251.405 316.675 1.02.01.03.01 Properties for sale 105.403 191.184 1.02.01.03.02 Deferred taxes 117.624 108.758 1.02.01.03.03 Escrow deposit 8.250 9.623 1.02.01.03.04 Deferred selling expenses 7.384 5.876 1.02.01.03.05 Other receivables 12.744 1.234 1.02.02 Permanent Assets 27.222 26.503 1.02.02.01 Investments 0 0 1.02.02.01.01 Interest in associated and similar comp 0 0 1.02.02.01.02 Interest in Subsidiaries 0 0 1.02.02.01.03 Other investments 0 0 1.02.02.02 Property and equipment 21.755 22.208 1.02.02.03 Intangible assets 5.467 4.295 1.02.02.04 Deferred charges 0 0 |
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Code Description 30/9/2009 30/6/2009 2 Total Liabilities and Shareholders' equity 2.383.672 2.295.602 2.01 Current Liabilities 381.886 317.207 2.01.01 Loans and Financing 71.585 85.731 2.01.02 Debentures 19.861 7.514 2.01.03 Suppliers 66.536 36.831 2.01.04 Taxes, charges and contributions 80.132 51.905 2.01.04.01 Payroll, profit sharing and related charges 24.978 21.008 2.01.04.02 Deferred taxes 2.779 2.738 2.01.04.03 Deferred taxes 52.375 28.159 2.01.05 Dividends Payable 0 0 2.01.06 Provisions 0 0 2.01.07 Accounts payable to related parties 4.097 1.749 2.01.08 Other 139.675 133.477 2.01.08.01 Advances from customers 46.764 52.287 2.01.08.02 Distrates to pay 27.410 27.056 2.01.08.03 Land Payable 45.043 52.328 2.01.08.05 Other liabilities 20.458 1.806 2.02 Non Current Liabilities 880.413 877.175 2.02.01 Long Term Liabilities 880.413 877.175 2.02.01.01 Loans and Financing 55.584 63.326 2.02.01.02 Debentures 600.000 600.000 2.02.01.03 Provisions 25.829 26.795 2.02.01.03.01 Provision for contingencies 25.829 26.795 2.02.01.04 Accounts payable to related parties 0 0 2.02.01.05 Advance for future capital increase 0 0 2.02.01.06 Other 199.000 187.054 2.02.01.06.01 Land Payable 12.633 7.554 2.02.01.06.03 Tributos a pagar 12.882 14.871 2.02.01.06.04 Tributos Diferidos 116.343 114.200 2.02.01.06.05 Other liabilities 12.505 8.597 2.02.01.06.06 Contas a Pagar Aquisicao Societaria 44.637 41.832 2.03 Results from future exercise 0 0 2.04 Minority Interests 0 29 2.05 Shareholders' equity 1.121.373 1.101.191 2.05.01 Paid-in capital stock 755.236 755.236 2.05.02 Capital Stock 376.470 377.553 2.05.03 Revaluation reserves 0 0 2.05.03.01 Ow n assets 0 0 2.05.03.02 Subsidiaries/ Associated and similar Compan 0 0 2.05.04 Revenue reserves 0 0 2.05.04.01 Legal 0 0 2.05.04.02 Statutory 0 0 2.05.04.03 For Contingencies 0 0 2.05.04.04 Unrealized profits 0 0 2.05.04.05 Retained earnings 0 0 2.05.04.06 Special reserve for undistributed dividends 0 0 2.05.04.07 Other revenue reserves 0 0 2.05.05 Adjustments to Assets Valuation 0 0 2.05.05.01 Securities Adjustments 0 0 2.05.05.02 Cumulative Translation Adjustments 0 0 2.05.05.03 Business Combination Adjustments 0 0 2.05.06 Retained earnings/accumulated losses -10.333 -31.598 2.05.07 Advances for future capital increase 0 0 |
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Code Description 30/9/2009 30/6/2009
1 Total Assets 6.931.539 6.435.538
1.01 Current Assets 4.321.581 3.412.196
1.01.01 Cash and Cash Equivalents 1.099.687 1.056.312
1.01.01.01 Cash and Banks 215.133 129.543
1.01.01.02 Financial Investments 884.554 926.769
1.01.02 Credits 1.718.110 989.326
1.01.02.01 Clients 1.718.110 989.326
1.01.02.01.01 Receivables from clients of developments 1.627.327 921.766
1.01.02.01.02 Receivables from clients of construction
and services rendered 79.511 60.164
1.01.02.01.03 Other Receivables 11.272 7.396
1.01.02.02 Sundry Credits 0 0
1.01.03 Inventory 1.376.236 1.250.203
1.01.03.01 Properties for sale 1.376.236 1.250.203
1.01.04 Other 127.548 116.355
1.01.04.01 Deferred selling expenses 7.205 13.237
1.01.04.02 Other receivables 93.722 78.141
1.01.04.03 Prepaid expenses 13.522 22.098
1.01.04.04 Deferred taxes 13.099 2.879
1.02 Non Current Assets 2.609.958 3.023.342
1.02.01 Long Term Receivables 2.351.482 2.770.823
1.02.01.01 Sundry Credits 2.048.496 2.463.722
1.02.01.01.01 Receivables from clients of developments 1.662.300 1.924.000
1.02.01.01.02 Properties for sale 386.196 539.722
1.02.01.02 Credits with Related Parties 0 0
1.02.01.02.01 Associated companies 0 0
1.02.01.02.02 Subsidiaries 0 0
1.02.01.02.03 Other Related Parties 0 0
1.02.01.03 Other 302.986 307.101
1.02.01.03.01 Deferred taxes 250.846 227.848
1.02.01.03.02 Other receivables 49.651 32.323
1.02.01.03.03 Dividends receivable 0 0
1.02.01.03.04 Escrow deposit 2.489 46.930
1.02.02 Permanent Assets 258.476 252.519
1.02.02.01 Investments 195.088 195.088
1.02.02.01.01 Interest in associated and similar companies 0 0
1.02.02.01.02 Interest in Subsidiaries 0 0
1.02.02.01.03 Other investments 0 0
1.02.02.01.06 Goodwill 195.088 195.088
1.02.02.02 Property and equipment 53.698 49.126
1.02.02.03 Intangible assets 9.690 8.305
1.02.02.04 Deferred charges 0 0
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Codigo da Conta Descricao da Conta 30/9/2009 30/6/2009
2 Total Liabilities and Shareholders' equity 6.931.539 6.435.538
2.01 Current Liabilities 1.798.052 1.506.543
2.01.01 Loans and Financing 570.307 388.671
2.01.02 Debentures 80.781 113.902
2.01.03 Suppliers 194.302 155.701
2.01.04 Taxes, charges and contributions 132.216 120.624
2.01.05 Dividends Payable 26.106 26.106
2.01.06 Provisions 10.512 9.437
2.01.06.01 Provision for contingencies 10.512 9.437
2.01.07 Accounts payable to related parties 0 0
2.01.08 Other 783.828 692.102
2.01.08.01 Obligations for purchase of real estate and ad 488.935 489.656
2.01.08.02 Payroll, profit sharing and related charges 61.206 71.159
2.01.08.03 Other liabilities 181.312 103.128
2.01.08.04 Impostos e Contribuicoes Diferidos 52.375 28.159
2.02 Deferred taxes 2.773.029 2.584.853
2.02.01 Non Current Liabilities 2.773.029 2.584.853
2.02.01.01 Loans and Financing 636.639 746.180
2.02.01.02 Debentures 1.244.000 994.000
2.02.01.03 Provisions 59.509 67.532
2.02.01.03.01 Provisions for contingencies 59.509 67.532
2.02.01.04 Accounts payable to related parties 0 0
2.02.01.05 Advance for future capital increase 1.180 817
2.02.01.06 Other 831.701 776.324
2.02.01.06.01 Obligations for purchase of real estate and ad 147.168 140.439
2.02.01.06.02 Deferred taxes 322.870 276.582
2.02.01.06.03 Other liabilities 361.663 359.303
2.03 Resultados de Exercicios Futuros 24.093 79.802
2.03.01 Negative goodwill on acquisition of subsidiari 12.499 15.608
2.03.02 Amortization of gain on partial sale of Fit Resi 11.594 64.194
2.04 Minority Interests 552.889 547.094
2.05 Shareholders' equity 1.783.476 1.717.246
2.05.01 Paid-in capital stock 1.215.847 1.214.529
2.05.01.01 Capital Stock 1.233.897 1.232.579
2.05.01.02 Treasury shares -18.050 -18.050
2.05.02 Capital Reserves 190.584 189.389
2.05.03 Revaluation reserves 0 0
2.05.03.01 Own assets 0 0
2.05.03.02 Subsidiaries/ Associated and similar Compani 0 0
2.05.04 Revenue reserves 218.827 218.827
2.05.04.01 Legal 21.081 21.081
2.05.04.02 Statutory 159.213 159.213
2.05.04.03 For Contingencies 0 0
2.05.04.04 Unrealized profits 0 0
2.05.04.05 Retained earnings 38.533 38.533
2.05.04.06 Special reserve for undistributed dividends 0 0
2.05.04.07 Other revenue reserves 0 0
2.05.05 Adjustments to Assets Valuation 0 0
2.05.05.01 Securities Adjustments 0 0
2.05.05.02 Cumulative Translation Adjustments 0 0
2.05.05.03 Business Combination Adjustments 0 0
2.05.06 Retained earnings/accumulated losses 158.218 94.501
2.05.07 Advances for future capital increase 0 0
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ATTACHMENT 4 |
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GLOSSARY ASSETS APPROACH - valuation methodology in which all assets and liabilities (including unregistered ones) have their value adjusted according to their market values. BETA - measurement of a stock systematic risk, price trend of a certain stock to be related to changes in a certain index. BUSINESS RISK - uncertainty level for realizing future returns expected for the business, which do not result from financial leverage. CAPITAL STRUCTURE - breakdown of the capital invested in a company, including own capital (equity) and third-party capital (indebtedness) . CAPITALIZATION - conversion of a simple period of economic benefits into value. CAPITALIZATION RATE - any divisor used for converting economic benefits into value in a simple period. CAPM - Capital Asset Pricing Model - model in which the cost of capital for any stock or group of stocks is equivalent to the risk-free rate added to a risk premium, provided by the systematic risk of the stock or group of stocks under analysis. CASH FLOW - cash generated by an asset, group of assets or company during a certain period of time. Usually, such term is complemented by a qualification, depending on the context (operating, non-operating, etc) COMPANY - commercial, industrial, service or investment entity performing an economic entity. CONSTRUCTION EQUIVALENT AREA - constructed area on which the corresponding construction unit cost equivalence is applied, as provided by the principles of NB-140 of ABNT (Brazilian Association of Technical Rules). CONTROL - power to direct the company's management. CONTROLLING PREMIUM - value or percentage of a controlling stocks pro rata value over the non-controlling stocks pro rata value, which reflect controlling power. COST OF CAPITAL - expected return rate required by the market for attracting funds for a determined investment. CURRENT VALUE - value for replacing an existing asset for a new one, depreciated according its physical conditions. DISCOUNT FOR LACK OF CONTROL - value or percentage deducted from the 100%-pro rata value of a company value, which reflects the lack of part or whole control. DISCOUNT FOR LACK OF LIQUIDITY - value or percentage deducted from the 100% pro rata value of a company value, which reflects the lack of liquidity. DISCOUNT RATE - any divisor used for converting a future economic benefit flow into present value. EBITDA - Earnings Before Interest, Taxes, Depreciation and Amortization. ECONOMIC BENEFIT - benefits such as revenues, net income, net cash flow, etc. ELECTRIC DAMAGE VALUE - estimation of the cost for repairing or replacing the parts of an asset in case of electric damage. Values are scheduled in percentages of the Replacing Value and were calculated through manual analysis of the equipment and the repairing maintenance expertise of APSIS' technicians. APSIS CONSULTORIA 1 |
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FAIR MARKET VALUE - value for which a certain asset changes ownership between a potential seller and a potential buyer, when both parties are aware of relevant facts and none of them are under pressure to make the deal. GOODWILL - intangible asset referring to name, reputation, client portfolio, loyalty, localization and other similar items that cannot be identified separately. HOMOGENIZED AREA - usable, private or constructed area with mathematical treatments for valuation purposes, according to criteria set forth by APSIS, based on the real state market. INCOME APPROACH - valuation methodology by converting to present value expected economic benefits. INSURANCE MAXIMUM VALUE - the maximum value of an asset for which it is advisable to insure it. Such criterion establishes that the asset which depreciation is higher than 50% should have a Insurance Maximum Value equivalent to twice the Current Value; and, an asset which depreciation is lower than 50%, should have a Insurance Maximum Value equivalent to the Replacing Value. INSURANCE VALUE - the value for which the insurance company assumes the risks, excluding land and foundations, except in special cases. INTANGIBLE ASSETS - non-physical assets such as brands, patents, rights, contracts, industrial secrets that provide the owner with rights and values. INTERNAL RETURN RATE - discount rate in which the present value of the future cash flow is equivalent to the investment cost. INVESTED CAPITAL - sum of own capital and third-party capital invested in a company. Third-party capital is usually related to debts with short and long term interest to be specified in the valuation context. INVESTED CAPITAL CASH FLOW - cash flow generated by the company to be reverted to financers (interests and amortizations) and shareholders (dividends) after operating costs and expenses and capital expenditures. INVESTMENT VALUE - value for a particular investor, based on particular interests for a certain asset such as synergy with other companies of a investor, different perceptions of risk and future performances, etc. ISSUE DATE - date on which the valuation report is issued, when valuation conclusions are presented to the client. LEVERAGED BETA - beta value reflecting the indebtedness in the capital structure. LIQUIDATION VALUE - the value of a sale in the market, out of its original productive process. In other words, it is the value that would be verified in case the asset was deactivated and put up for sale separately, considering costs of disassembly or demolition (in case of real estate), storage and transportation. LIQUIDITY - capacity to rapidly convert a certain asset into cash or into a debt payment. MARKET APPROACH - valuation methodology, which utilizes multiples that result from the sale price of similar assets. MARKET NET EQUITY - see assets approach. MULTIPLE - market value of a company, stock or invested capital, divided by a company's measurement (revenues, income, client volume, etc.). NON-OPERATING ASSETS - assets that are not directly related to the company operating activity (whether they generate revenue or not) and that may be sold without affecting its operation. APSIS CONSULTORIA 2 |
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OPERATING ASSETS - assets that are necessary for the company's operations. PERPETUITY VALUE - value at the end of the projective period to be added to the cash flow. PRESENT VALUE - value of a future economic benefit on a specific date, calculated by the application of a discount rate. PRIVATE AREA - usable area including building elements (such as walls, columns, etc.) and elevators hall (in some cases). REFERENCE DATE - specific date (day, month and year) to apply the valuation. RESIDUAL VALUE - the value of a new or old asset projected for a certain date, limited to the date on which such asset turns into scrap, considering that during such period of time, the asset will be operating. REPLACING VALUE (FOR A NEW ASSET) - value based on the price (usually at market current prices) or replacing an asset for a new equal or similar one. SCRAP VALUE - the asset value at the end of its useful life, considering its disassembly or demolition value (in case of real estate), storage and transportation. SUPPORTING DOCUMENTATION - discount rate is a return rate used to convert into present value a payable or receivable amount. TANGIBLE ASSETS - physical assets such as lands, constructions, machines and equipment, furniture and appliances, etc. USEFUL AREA - usable area of real estate, measured by the internal face of its walls. USEFUL LIFE - period of time during which an asset may generate economic benefits VALUATION - act or process through which the value of a company, stock interest or other asset is determined. VALUATION METHODOLOGY - the approaches used for preparing value calculations in order to indicate the value of a company, stock interest or other asset. VALUE - price denominated in monetary quantity. WACC (Weighted Average Cost of Capital) - model in which the cost of capital is determined by the weighted average of the value. APSIS CONSULTORIA 3 |
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[GRAPHIC OMITTED] APPRAISAL REPORT RJ-0435/09 -01 1/2 COPIES |
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[GRAPHIC OMITTED]
REPORT RJ-0435/09-01
REFERENCE DATE: September 30, 2009
REQUESTED BY: GAFISA S/A, with head office located on Avenue Nacoes Unidas, 8.501,
19(degree) floor Pinheiros, in the city of Sao Paulo, SP, registered with
the General Roster of Corporate Taxpayers (CNPJ) under no., n(0)
01,545,826/0001-07, hereinafter called GAFISA.
OBJECT: Common Stocks of CONSTRUCTION TENDA S/A, with head office located on Avenue
Engenheiro Luiz Carlos Berrini, 1.376, 9(0) floor, Brooklin, , in the city
of Sao Paulo, SP, registered with the General Roster of Corporate Taxpayers
(CNPJ) under no., n(0) 71,476,527/0001-35, hereinafter called TENDA.
PURPOSE: Verify the book value of TENDA~s shares, in the terms described in article
8(0) of the Law n(0) 6,404/76.
APSIS CONSULTORIA
REPORT RJ-0435/09-01 1
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[GRAPHIC OMITTED] INDEX 1 - INTRODUTION 3 2 - PRINCIPLES AND QUALIFICATIONS 4 3 - RESPONSIBILITY LIMITS 5 4 - APPRAISAL METHODOLOGY 6 5 - APPRAISAL OF COMMON STOCKS THE TENDA (TEND3) 7 6 - CONCLUSION 8 7 - LIST OF ATTACHMENTS 9 APSIS CONSULTORIA REPORT RJ-0435/09-01 2 |
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1 - INTRODUTION
THE APSIS CONSULTORIA EMPRESARIAL Ltda, hereinafter called APSIS, with head office located at Sao
Jose, n(0) 90 - 1.802, in the city of Rio de Janeiro, RJ, registered with the General Roster of
Corporate Taxpayers (CNPJ) under n(degree)27,281,922/0001 -70, was appointed to determine the book
value of common stocks of Tenda for capital increase in Gafisa, in article 8(0) of the law n(0)
6,404/76.
In preparing this report, data and information supplied by third parties were used in the form of
documents and verbal interviews with the clients. The estimates in this report are based on
documents and information which include, among others, the following:
- Quarterly financial information (ITR) of TENDA, third quarter 2009.
APSIS has prepared recent valuations of traded companies, for various purposes, of following
companies:
o PACTUAL BANK S/A
o GEODEX COMMUNICATIONS OF BRAZIL S/A
o GERDAU S/A
o OTHON HOTEL S/A
o LIGHT ELECTRIC SERVICE S/A
o REPSOL YPF BRAZIL S/A
o TAM AIR TRANSPORT S/A
o WAL OIL S/A
The APSIS team responsible for the coordination and performance of this report consists of the
following professionals:
o ALINNE CAETANO
mechanic engineer
o ANA CRISTINA FRANCA DE SOUZA
civil engineer
pos graduated in accountancy (CREA/RJ 91.1.03043-4)
o FLAVIO LUIZ PEREIRA
counter (CRC/RJ 022016/O-9)
o GABRIEL ROCHA VENTURIM
Project Manager
o LUIZ PAULO CESAR SILVEIRA
mechanic engineer
masters in business administration(CREA/RJ 89.1.00165-1)
o RICARDO DUARTE CARNEIRO MONTEIRO
civil engineer
pos graduated in engineering economic (CREA/RJ 30137-D)
o SERGIO FREITAS DE SOUZA
economist (CORECON/RJ 23521-0
APSIS CONSULTORIA
REPORT RJ-0435/09 -01 3
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2 - PRINCIPLES AND QUALIFICATIONS
This report strictly complies with the fundamental principles described below.
o The consultants and appraisers have no personal bias towards the subject matter involved in
this report nor do they derive any advantages from it.
o The professional fees of APSIS are not, in any way, subject to the conclusions of this report.
o The report was prepared by APSIS and no one, other than the consultants themselves, prepared
the analyses and respective conclusions.
o In this report, one assumes that the information received from third parties is correct and
that the sources thereof are contained in said report.
o To the best knowledge and credit of the consultants, the analyses, opinions and conclusions
presented in this report are based on data, diligence, research and surveys that are true and
correct.
o APSIS assumes full responsibility for the matter of Appraisal Engineering, including implicit
appraisals, in the exercise its honorable duties, primarily established in the appropriate
laws, codes or regulations.
o This Report meets the specifications and criteria established by the standards of the Brazilian
Association of Technical Standards (ABNT), the specifications and criteria established by USPAP
(Uniform Standards of Professional Appraisal Practice), in addition to the requirements imposed
by different bodies, such as: the Treasury Department, the Central Bank of Brazil, CVM (the
Brazilian equivalent to the US Securities and Exchange Commission), SUSEP (Private Insurance
Superintendence), etc.
o The report presents all the restrictive conditions imposed by the methodologies adopted, which
affect the analyses, opinions and conclusions contained in the report.
o APSIS declares that it does not have any direct or indirect interests in the companies
contemplated in this report, in their respective controllers, or in the transaction to which
the "Protocol and Justification" refer, there being no relevant circumstances which may
characterize conflict or communion of interests, whether potential or current, towards the
issue of this Appraisal Report.
o In the course of our work, controllers and managers of the companies contemplated in this
report did not direct, limit, hinder or practice any acts, which have or may have compromised
access, use or knowledge of information, property, documents or work methodologies relevant to
the quality of our conclusions.
APSIS CONSULTORIA
REPORT RJ-0435/09 -01 4
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3 - RESPONSIBILITY LIMITS
o To prepare this report, APSIS used historical data and information audited by third parties or
not audited and projected non-audited data, supplied in writing or verbally by the company~s
management or obtained from other sources mentioned. Therefore, APSIS assumed as true the data
and information obtained for this report and does not have any responsibility in connection
with their truthfulness.
o The scope of this work did not include an audit of the financial statements or revision of the
works performed by its auditors.
o Our work was developed for use by the applicants aiming at the already described objectives.
Therefore, it may be disclosed as part of the documents related to the acquisition of the
outstanding shares of TENDA by GAFISA, with mention of this work in related publications being
authorized. It may also be filed with the Brazilian Securities and Exchange Commission ~ CVM
and at the U.S. Securities and Exchange Commission ~ SEC, as well as made available to
shareholders and third parties, including through the websites of the companies involved.
o We highlight that understanding of the conclusion of this report will take place by reading it
and its attachments in full. Therefore, conclusions should not be based on a partial reading of
the report.
o We are not responsible for occasional losses suffered by, its shareholders, directors,
creditors or to other parties as a result of the use of data and information supplied by the
company and set forth in this report.
o The analyses and conclusions contained herein are based on several premises, held as of this
date, of future operational projections, such as: macroeconomic factors, amounts practiced by
the market, exchange rate variations, sale prices , volumes, market share, revenues, taxes,
investments, operational margins, etc. Thus, future results may differ from any forecast or
estimate contained in this report.
o This appraisal does not reflect events and their respective impacts, occurring after the date
of issue of this report.
APSIS CONSULTORIA
REPORT RJ-0435/09-01 5
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4 - APPRAISAL METHODOLOGY Review of the supporting documentation mentioned above, in order to verify a that bookkeeping was done in good order and in accordance with legal regulations, standards and statutes governing the subject, and the principles and conventions of Generally Accepted Accounting principles. We examined the books of TENDA and all other documents necessary to prepare this report, based on the balance sheet of TENDA, as of September 30, 2009 (Annex 1) Experts have established that the assets and liabilities of TENDA are properly accounted for. APSIS CONSULTORIA REPORT RJ-0435/09-01 6 |
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5 - APPRAISAL OF THE COMMON STOCK OF TENDA (TEND3)
We examined the books of Tenda and all other documents necessary to prepare this report.
Experts have established that the net equity of Tenda on September 30, 2009 was R$ 1,121,372
thousand (one billion, one hundred twenty -one million, three hundred and seventy -two thousand
real), equivalent to a book value per share of R$ 2.80 (two real and eighty cents), given the total
number of shares of the company of 400,652,450 as indicated in the next table:
COMPANY: CONSTRUTORA TENDA S/A (CONSOLIDADO)
REFERENCE DATE: 09/30/2009
RELEVANTES VALUE (THOUSANDS REAIS)
ACCOUNTS ACCOUNTING
ASSETS 2,383,672
CURRENT ASSETS 1,526,988
LONG TERM ASSETS 829,462
FIXED ASSET 27,222
LIABILITIES 1,262,300
CURRENT LIABILITIES 381,886
LONG TERM LIABILITIES 880,414
MINORITY INTEREST -
EQUITY 1,121,372
BOOK VALUE PER SHARE (R$/share) 2.80
APSIS CONSULTORIA
REPORT RJ-0435/09-01 7
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6 - CONCLUSION In light of the review carried out of the documentation mentioned previously and using as a basis other APSIS studies, the experts concluded that the book value of common shares of Tenda, trading on the BM&F Bovespa under ticker symbol TEND3, which are to be exchanged for shares of Gafisa, represents R$ 2.80 (two real and eighty cents) on september 30, 2009. This brings Report RJ-0435/09 -01 to a close, which is composed of 09 (nine) typewritten sheets on one side and 02 (two) attachments and extracted on 2 (two) original copies. APSIS Consultoria Empresarial Ltda., CREA/RJ 82,2,00620 -1 and CORECON/RJ RF/2,052 -4, a company specialized in asset appraisal, legally was below by its directors, may be contacted if for any reason there seems to be clarifications that may be necessary Rio de Janeiro, November 05, 2009. [GRAPHIC OMITTED] APSIS CONSULTORIA REPORT RJ-0435/09-01 8 |
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7 - LIST OF ATTACHMENTS 1. SUPPORT DOCUMENTATION 2. GLOSSARY SAO PAULO ~ SP Alameda Franca, 1467, 44 Sao Paulo - SP CEP: 01422-001 Tel.: + 55 11 2626.0510 Fax: + 55 11 3061.5879 RIO DE JANEIRO ~ RJ Rua Sao Jose, 90, grupo 1802 Centro, CEP: 20010-020 Tel.: + 55 21 2212.6850 Fax: + 55 21 2212.6851 APSIS CONSULTORIA REPORT RJ-0435/09-01 9 |
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TENDA REPORT: RJ-0435/09-01
REFERENCE DATE: 09/30/2009
COMPANY: CONSTRUTORA TENDA S/A (CONSOLIDADO)
REFERENCE DATE: 09/30/2009
RELEVANTES VALUE (THOUSANDS REAIS)
ACCOUNTS ACCOUNTING
ASSETS 2,383,672
CURRENT ASSETS 1,526,988
CASH AND EQUIVALENT 430,481
CREDITS 146,082
ACCOUNTS RECEIVABLE 521,839
PROPERTY FOR SALE 357,130
ADVANCE GRANTED 49,613
RECOVERABLE TAXES 13,054
DIFFERED TAXES 2,879
RECOGNIZED SALES EXPENSES 4,784
OTHER 1,126
LONG TERM ASSETS 829,462
ACCOUNTS RECEIVABLE 537,291
PROPERTY FOR SALE 105,403
DIFFERED TAXES 117,624
JUDICIAL DEPOSITS 12,739
RECOGNIZED SALES EXPENSES 7,384
RELATED PARTIES 47,487
OTHER 1,534
FIXED ASSET 27,222
INVESTMENTS -
LAND AND PROPERTIES 21,755
INTANGIBLE 5,467
Apsis Consultoria Empresarial Ltda. Page: 1/1
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TENDA REPORT: RJ-0435/09-01
REFERENCE DATE: 09/30/2009
COMPANY: CONSTRUTORA TENDA S/A (CONSOLIDADO)
REFERENCE DATE: 09/30/2009
RELEVANTES VALUE (THOUSANDS REAIS)
ACCOUNTS ACCOUNTING
LIABILITIES 1,262,300
CURRENT LIABILITIES 381,886
LOANS AND FINANCING 71,585
DEBENTURES 19,861
ACCOUNTS PAYABLE 66,536
LABOR AND TAX OBLIGATIONS 24,978
TAXES PAYABLE 2,779
ADVANCE TO CLIENT 46,764
REFUSED CONTRACTS 27,410
ACCOUNTS PAYABLE REFERRED TO LAND ACQUISITION 45,043
DIFFERED TAXES 52,375
RELATED PARTIES -
PROVISION FOR INVESTMENT LOSSES -
OTHER 24,555
LONG TERM LIABILITIES 880,414
LOANS AND FINANCING 55,584
DEBENTURES 600,000
ACCOUNTS PAYABLE REFERRED TO LAND ACQUISITION 12,633
PROVISION FOR CONTINGENCIES 25,829
TAXES PAYABLE 12,882
DIFFERED TAXES 116,343
ACCOUNTS PAYABLE - BAIRRO NOVO ACQUISITIION 44,637
OTHER 12,506
MINORITY INTEREST -
EQUITY 1,121,372
BOOK VALUE PER SHARE (R$/share) 2.80
Apsis Consultoria Empresarial Ltda. Page: 2/2
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