Download - Earnings Release 2Q08
Unconsolidated and Consolidated
Quarterly Financial Information
BR Properties S.A.
June 30, 2008 and March 31, 2008
with Special Review Report of Independent Auditors
BR PROPERTIES S.A.
UNCONSOLIDATED AND CONSOLIDATED QUARTERLY FINANCIAL
INFORMATION
June 30, 2008 and March 31, 2008
Contents
Special Review Report of Independent Auditors ................................................................ 1
Quarterly Financial Information
Balance Sheets ..................................................................................................................... 2
Statements of Operations .................................................................................................... 4
Notes to the Quarterly Financial Information...................................................................... 5
1
A free translation from Portuguese into English of Special Review Report of Independent Auditors on quarterly
financial information prepared in Brazilian currency in accordance with the accounting practices adopted in
Brazil and specific standards established by IBRACON, CFC and CVM
SPECIAL REVIEW REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
BR Properties S.A.
1. We have performed a special review of the accompanying unconsolidated and consolidated quarterly
financial information (ITR) of BR Properties S.A. (the Company) for the quarter ended June 30, 2008,
including the balance sheets, the related statements of operations, cash flows and value added, and
accompanying notes, prepared under the responsibility of management.
2. We conducted our review in accordance with specific standards established by the Brazilian Institute of
Independent Auditors (IBRACON), together with the Federal Accounting Council (CFC), which consisted
principally of: (a) inquiries of and discussions with persons responsible for the accounting, financial and
operating areas of the Company and subsidiaries as to the criteria adopted in preparing the quarterly
financial information, and (b) review of the information and subsequent events that had or might have had
material effects on the financial position and results of operations of the Company and subsidiaries.
3. Based on our special review, we are not aware of any material modification that should be made to the
quarterly financial information (ITR) referred to above for it to be in conformity with the standards
established by the Brazilian Securities Commission (CVM), applicable to the preparation of quarterly
financial information, including CVM Ruling No. 469/08.
4. As mentioned in Note 2.2, Law No. 11638 was approved on December 28, 2007, effective as from January
1, 2008. This law amended, revoked and introduced new provisions to Law No. 6404/76 (Brazilian
Corporation Law), resulting in changes in accounting practices adopted in Brazil. Although said Law is
already in force, the main changes introduced by it depend on regulation by regulatory agencies to be fully
applied by the companies. As such, in this transition phase, CVM, through CVM Ruling No. 469, dated
May 2, 2008, allowed non-application of the provisions of Law No. 11638/07 in preparing quarterly
financial information (ITR). In view of this, the accounting information contained in the quarterly
financial information (ITR) for the quarter ended June 30, 2008 was prepared in accordance with specific
CVM rulings and does not consider the changes in accounting practices introduced by Law No. 11638/07.
São Paulo, August 1, 2008, except Note 18, dated August 11, 2008
ERNST & YOUNG
Auditores Independentes S.S.
CRC-2SP015199/O-6
Antonio Humberto Barros dos Santos
Accountant CRC-1SP161745/O-3
2
A free translation from Portuguese into English of quarterly financial information prepared in
Brazilian currency in accordance with the accounting practices adopted in Brazil
BR PROPERTIES S.A.
BALANCE SHEETS
June 30, 2008 and March 31, 2008
(In thousands of reais)
Company Consolidated
June 30,
2008
March 31,
2008
June 30,
2008
March 31,
2008
Assets
Current assets
Cash and cash equivalents (Note 4) 480 87 1,304 2,776
Short-term investments (Note 4) 157,495 210,436 167,223 216,576
Trade accounts receivables (Note 5) - - 8,599 8,267
Advances for acquisition of real estate - - 20,485 452
Recoverable taxes (Note 6) 1,977 1,508 2,419 1,774
Deferred income and social contribution
taxes
Prepaid expenses 87 72 694 508
Other accounts receivable 565 5,589 2,275 5,237
160,604 217,692 235,590
Permanent assets
Investments in subsidiaries(Note 7) 520,454 463,883 - -
Goodwill on investment acquisition(Note 7) 8,080 8,080 9,847 9,487
Property and equipment (Note 8) 532 517 1,116,098 1,079,811
528,986 472,480 1,125,945 1,089,298
Total assets 689.590 690,172 1,328,584 1,324,888
3
Company Consolidated
June 30,
2008
March 31,
2008
June 30,
2008
March 31,
2008
Liabilities and shareholders’ equity
Current liabilities
Loans and financing (Note 9) - - 61,770 58,997
Trade accounts payable 299 349 1,876 938
Salaries and social charges payable 418 863 505 1,077
Taxes payable 88 595 689 1,173
Provision for income and social
contribution taxes 206
244 594
557
Payables for acquisition of real estate
(Note 10) 341
464 7,580
13,832
Advances - - 299 593
Other accounts payable 69 2 1,514 4,282
1.421 2,517 74,827 81,449
Noncurrent liabilities
Provision for income and social
contribution taxes (Note 11) -
- 52,554
52,771
Loans and financing (Note 9) - - 513,034 503,013
- - 565,588 555,784
Shareholders’ equity
Capital:
Subscribed capital (Note 13) 597,033 597,033 597,033 597,033
Revaluation reserve – subsidiaries 102,018 102,438 102,018 102,438
Accumulated losses (10,882) (11,816) (10,882) (11,816)
688,169 687,655 688,169 687,655
Total liabilities and shareholders’ equity 689,590 690,172 1,328,584 1,324,888
See accompanying notes.
4
BR PROPERTIES S.A.
STATEMENTS OF OPERATIONS
Three month periods ended June 30, 2008 and March 31, 2008
(In thousands of reais)
Company Consolidated
Three month
period ended
June 30, 2008
Three month
period ended
March 31, 2008
Three month
period ended
June 30, 2008
Three month
period ended
March 31, 2008
Gross Revenues from sales:
Lease - 43,950 21,777
Services rendered - 313 65
Taxes on revenues - (4,564) (2,657)
Net revenue from rental - 39,699 19,185
Cost of leased properties and services rendered - (7,523) (3,011)
Gross profit - 32,176 16,174
Operating income (expenses)
General and administrative expenses (5,285) (2,644) (8,045) (3,954)
Financial income (Note 14) 11,113 5,936 11,486 6,097
Financial expenses (Note 14) (220) (69) (32,950) (16,103)
Equity pick-up in subsidiaries (3,319) (1,153) - -
Operating and pretax loss 2,289 2,068 2,667 2,214
Non operating income 30 30 199 116
Income and social contribution
taxes (Note 11) (1,320)
(761) (1,867)
(993)
Loss for the period 999 1,337 999 1,337
See accompanying notes.
5
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
1. Operations
The Company was incorporated on May 26, 2004 as a stock corporation named Itarema
Participações S.A. On December 22, 2006, its corporate name was changed to BR
Properties S.A. (“BR Properties” or the “Company”).
On December 22, 2006, the Company received contributions from shareholders,
including new shareholders, amounting to R$ 53,000. The major new shareholders were
GP Investments Ltd, Private Equity Partners A, LLC, Private Equity Partners B, LLC,
Reic Brasil Holding LLC, Castlerigg Latin American Investments LLC, Peter L. Malkin
Family 2000 LLC, Talisman Special Purpose Fund Ltd, Tudor Proprietary Trading LLC
and Tudor Brazil Investments LLC.
The shareholders established the Company’s business plan and resolved that it would
operate as a holding engaged in (i) purchase, sale and development of commercial
buildings, existing or to be built; (ii) management of own or third party properties; (iii)
leasing, commercial exploration, rent or sub-rent of own commercial properties,
including those built to suit.
The Company started operations in April 2007, by establishing Special Purpose
Companies (SPCs) to acquire properties and have them rented under commercial lease
agreements, having invested approximatelyR$932 million until June 30, 2008. The
Company also invested close to R$42 million in the acquisition of land banks for future
commercial property developments.
In the second quarter of 2008, the Company invested R$60 million in the acquisition of
the following properties:
On May 8, 2008, the Company, through its subsidiary BRPR XV Empreendimentos e
Participações Ltda., acquired the industrial warehouse Trisoft, located in the city of
Itapeví, state of São Paulo, at Avenida Professor Vernon Krieble, 455.
On May 8, 2008, the Company, through its subsidiary BRPR X Empreendimentos e
Participações Ltda., acquired the commercial building Twin Towers, located in the city
of Belo Horizonte, state of Minas Gerais, at Avenida Raja Gabaglia, 1.725. On June 30,
the Company had made an advance payment of approximately R$20 million, recorded
under current assets.
6
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
1. Operations (continued)
On June 23, 2008, the Company, through its subsidiary BRPR XIX Empreendimentos e
Participações Ltda., acquired the Panamérica II plot of land, located in the city of São
Paulo, state of São Paulo, at Avenida Guido Caloi, 1000.
These properties are rented for terms varying between 4 and 8 years, with the
possibility of being extended for equal periods.
2. Basis of Preparation and Presentation of the Financial Statements
2.1. Quarterly financial information
The quarterly financial information was prepared in accordance with accounting
practices adopted in Brazil, the accounting guidelines in Brazilian Corporation Law and
the accounting rules and procedures established by the Brazilian Securities and
Exchange Commission (CVM).
The preparation of the quarterly information involves the use of accounting estimates.
Such estimates were based on objective and subjective aspects considering
management’s judgment to determine the adequate amount to be recorded in the
financial statements. Significant items subject to these estimates and assumptions
include selection of useful lives and recoverability of property and equipment, credit
risk analysis in determining the allowance for doubtful accounts, as well as the analysis
of other risks to determine other provisions, including provision for contingencies and
measurement of financial instruments and other assets and liabilities at the date of the
financial statements.
Settlement of transactions involving these estimates may result in amounts significantly
different from those recorded in the financial statements due to the uncertainties
inherent in the estimate process.
Income and social contribution taxes were computed based on applicable legislation at
the balance sheet date.
Assets and liabilities are classified as current whenever their realization or settlement is
likely to occur within the following twelve months. Otherwise, these will be shown as
non-current.
7
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
2. Basis of Preparation and Presentation of the Financial Statements (Continued)
2.1. Quarterly financial information (continued)
The consolidated quarterly financial information includes operations of the Company
and the following subsidiaries, in which its ownership interest at June 30, 2008 is
summarized as follows:
Direct
ownership
interest
Consolidation
criterion
BRPR I Empreendimentos e Participações Ltda. 99.99% Full
BRPR II Empreendimentos e Participações Ltda. 99.99% Full
BRPR III Empreendimentos e Participações Ltda. 99.99% Full
BRPR IV Empreendimentos e Participações Ltda. 99.99% Full
BRPR V Empreendimentos e Participações Ltda. 99.99% Full
BRPR VII Empreendimentos e Participações Ltda. 99.99% Full
BRPR VIII Empreendimentos e Participações Ltda. 99.99% Full
BRPR IX Empreendimentos e Participações Ltda. 99.99% Full
BRPR X Empreendimentos e Participações Ltda. 99.99% Full
BRPR XI Empreendimentos e Participações Ltda. 99.99% Full
BRPR XII Empreendimentos e Participações Ltda. 99.99% Full
BRPR XIII Empreendimentos e Participações Ltda. 99.99% Full
BRPR XIV Empreendimentos e Participações Ltda. 99.99% Full
BRPR XV Empreendimentos e Participações Ltda. 99.99% Full
BRPR XVI Empreendimentos e Participações Ltda. 99.90% Full
BRPR XVII Empreendimentos e Participações Ltda. 99.90% Full
BRPR XVIII Empreendimentos e Participações Ltda. 99.90% Full
BRPR XIX Empreendimentos e Participações Ltda. 99.99% Full
BRPR XX Empreendimentos e Participações Ltda. 99.90% Full
BRPR XXI Empreendimentos e Participações Ltda. 99.90% Full
BRPR XXII Empreendimentos e Participações Ltda. 99.90% Full
BRPR XXIII Empreendimentos e Participações Ltda. 99.90% Full
BRPR XXIV Empreendimentos e Participações Ltda. 99.90% Full
BRPR XXV Empreendimentos e Participações Ltda. 99.90% Full
BRPR A Administradora de Ativos Imobiliários Ltda. 99.90% Full
The fiscal years of subsidiaries included in consolidation are the same as those of the
Company, and accounting policies were consistently applied by the consolidated
companies.
For consolidation purposes, subsidiary BRPR I consolidates the operations of its
wholly-owned subsidiary BRPR VI.
The main consolidation procedures are:
8
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
2. Basis of Preparation and Presentation of the Financial Statements (Continued)
2.1. Quarterly financial information (continued)
- Elimination of the balance of intercompany assets and liabilities between
consolidated companies;
- Elimination of participation in capital, reserves and retained earnings of consolidated
companies;
- Elimination of the balances of revenues and expenses resulting from intercompany
transactions.
2.2. Changes in the Brazilian Corporation Law – Law No. 11638/07
Law No. 11638, approved on December 28, 2007, amends, revokes and introduces new
provisions in Law No. 6.404, dated December 15, 1976 and Law No. 6385, dated
December 7, 1976. The main objective of these changes is to update Brazilian
Corporation Law to allow convergence of accounting practices adopted in Brazil with
international accounting standards issued by the International Accounting Standards
Board – IASB.
The requirements of this new Law apply to financial statements for fiscal years
beginning on or after January 1, 2008. The referred to requirements are not regarded as
changes in circumstances or estimates and, as such, as a general rule, must be
demonstrated retrospectively. In other words, these new accounting practices are
applied as if they had been effective in all periods presented, with observance of the
standard that addresses “Accounting Practices, Changes in Accounting Estimates and
Correction of Errors”, approved by CVM Resolution No. 506.
On May 2, 2008, CVM Ruling No. 469 was issued, which regulates Law No. 11638/07,
establishing the minimum requirements to be observed in the presentation of the
quarterly financial information (ITR) during 2008. Such Ruling, under certain
conditions, permitted the option of fully adopting the provisions of the mentioned Law.
The Company management opted not to adopt this alternative and, as such, applied Law
No. 11638/07 to the minimum extent required by CVM Ruling No. 469 for presentation
of its quarterly financial information for 2008.
Among the main changes in accounting standards introduced by the new law, we list
below only those which, based on a preliminary analysis made by management, may
come to impact the financial statements of the Company and its subsidiaries for the year
ending December 31, 2008:
9
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
2. Basis of Preparation and Presentation of the Financial Statements (Continued)
2.2. Changes in the Brazilian Corporation Law – Law No. 11638/07 (continued)
Analysis of the recoverability of the amounts recorded in fixed, intangible and
deferred assets, as established in Pronouncement No. 01 issued by the Accounting
Pronouncement Board (CPC), approved by CVM Resolution No. 527. Based on
analysis of cash flows of assets, the Company management did not identify amounts
indicating their impairment.
Management and employee share-based compensation – As mentioned in Note 13b,
the Company offers a share purchase option plan to management and major
executives, based on achievement of certain goals. This issue is still pending
regulation by CVM, therefore, had the Company recorded compensation expenses
by means of share purchase options, it is estimated that shareholders’ equity and
P&L for the six-month period ended June 30, 2008 would have been reduced by
approximately R$4 million.
In business combinations between independent parties involving effective transfer
of controlling interest, assets and liabilities of the company to be merged or
resulting from merger or spin-off shall be recorded at market value. As disclosed in
Note 7 c, there was no amortization of goodwill balance of R$ 9,487 at June 30,
2008, which will take place as from 2010 based on net income projections prepared
by management. In the quarter ended June 30, 2008, the Company did not acquire
shareholdings.
Eliminated the possibility of voluntary revaluation of assets and, consequently the
revaluation reserve, including periodic revaluations provided for by CVM
Resolution No. 183, dated June 19, 1995. In view of this, the existing revaluation
reserve recorded before effect of Law No. 11638, dated 2007, including of the
revaluation reserves of subsidiaries and affiliates, may be maintained until their
effective realization or reversed until the end of the year in which Law No. 11638
became effective, i.e. 2008. Company management chose to maintain the existing
balances of the revaluation reserves until their effective realization.
10
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
2. Basis of Preparation and Presentation of the Financial Statements (Continued)
2.2. Changes in the Brazilian Corporation Law – Law No. 11638/07 (continued)
Financial instruments, including derivatives must be stated: (i) at market or
equivalent value, when these are for trading or available for sale; and (ii) at cost of
acquisition or issue value, restated according to legal or contractual provisions,
adjusted to probable realization value, when this is lower. Company management
believes that its accounting practices related to financial investments are aligned
with CVM requirements, i.e. no significant effect is expected to result from
adoption of the referred to rule. In relation to derivatives, management is waiting for
regulation of the changes introduced by Law No. 11638 to conduct detailed
analyses to allow proper recording and disclosure relating to this matter.
Noncurrent assets and liabilities must be adjusted to present value. The remaining
balances shall be adjusted to present value only when the effect on the quarterly
financial information is significant. The Company records no current or noncurrent
assets and liabilities that should be adjusted to present value.
Possibility of separately recording transactions to meet tax legislation, and
subsequently the necessary adjustments to comply with accounting practices. The
Company is evaluating the impacts of this change on its internal control structure in
order to better define the practice to be adopted.
Rights related to assets intended for maintenance of Company activities, including
those resulting from operations that transfer benefits, risks and control over the
assets to the Company, such as commercial leasing, must be recorded in permanent
assets. The Company believes that the referred to change will not generate any
significant impact on its financial statements.
Investments in affiliates in whose management significant influence is exerted or
ownership interest of 20% or more in voting capital (and no longer in total capital)
is held, in subsidiaries and in other companies belonging to the same group or that
are under common control must be stated by the equity method. The concept of
significance was eliminated. Company management believes that the referred to
change will not generate any significant impact on the quarterly financial
information.
The Company is disclosing the Statements of Cash Flows and of Value Added as
supplementary information.
11
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
3. Summary of Significant Accounting Practices
a) Determination of profit and loss
Revenues and expenses are recorded on the accrual basis. Revenue is not
recognized if significant uncertainty exists about its collectability.
b) Cash and cash equivalents
Include bank account balances and short-term investments redeemable within 90
days from the balance sheet date, at acquisition cost plus income earned to the
balance sheet date.
c) Investments
Investments in subsidiaries are stated by the equity method.
d) Property and equipment
These are recorded at acquisition cost, plus revaluation of buildings and land,
recognized in December 2007 by subsidiaries, based on the valuation report
prepared by independent appraisers. Depreciation is calculated by the straight-line
method at rates mentioned in Note 8. The revaluation was recognized against the
corresponding reserve in shareholders’ equity, net of tax effects. The revaluation
reserve will be transferred to retained earnings upon depreciation and write-off of
such revalued assets.
e) Goodwill
Goodwill on investment acquisition is based on future economic benefits arising
therefrom and will be amortized according to the yield curves of each business
venture, based on management projections, over no more than 10 years. The
Company periodically reviews its future profitability projections and performs
goodwill impairment tests.
12
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
3. Summary of Significant Accounting Practices (Continued)
f) Liabilities
Liabilities are recognized in the balance sheet when the Company has a legal or
constructive obligation arising from past events, the settlement of which is expected
to result in a cash outflow. Due to uncertainty with respect to the timing and amount
of the cash outflow required for settlement, certain liabilities are estimated as
incurred and recorded as a provision. Provisions are recorded reflecting the best
estimates of the risk involved.
g) Loans and financing
Loans and financing are subject to monetary variations and include respective
charges to the balance sheet date.
h) Payables for acquisition of real estate
These are liabilities contractually established for acquisition of commercial
properties and land, plus underlying interest and monetary restatement, when
applicable.
i) Taxation
Revenues from lease of real estate properties are subject to the following taxes and
mandatory contributions at the following basic tax rates:
Taxes and contributions Abbreviation Rates
Social Contribution Tax on Gross Revenue for
Social Integration Program
PIS 1.65%
Social Contribution Tax on Gross Revenue for
Social Security Financing
COFINS
7.6%
These charges are shown as deductions from revenues from lease of real estate in
the statement of operations. Credits from non-cumulative PIS/Cofins are presented
in the statement of operations net of the cost of leased properties and services
rendered.
Income and social contribution taxes are levied on income.
13
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
3. Summary of Significant Accounting Practices (Continued)
i) Taxation (Continued)
Income tax is determined on taxable profit at 15%, plus a 10% surtax on profits in
excess of R$ 240 in the period of 12 months, while social contribution tax is
calculated on taxable profit at 9% and recognized on the accrual basis.
As provided for in current tax legislation, certain subsidiaries opted for taxable
profit computed as a percentage of gross revenues.
4. Cash and Cash Equivalents
Company Consolidated
06/30/2008 03/31/2008 06/30/2008 03/31/2008
Cash and cash equivalents 480 87 1.304 2.776
Short-term investments and CDBs 157.495 210.436 167.223 216.576
157.975 210.523 168.527 219.352
These mainly refer to highly-liquid investments (debentures and bank deposit
certificates) with major banks, which are remunerated at rates between 100.7% and
103% of Interbank Deposit Certificate (CDI).
5. Trade Accounts Receivable
Consolidated
06/30/2008 03/31/2008
Rents receivable 8.649 8.267
Condominium shares 912 880
Allowance for doubtful accounts (50) -
9.511 9.147
Under the agreements entered into with clients, rents are usually received until the 10th
business day of the following month. Company management does not expect significant
losses on accounts receivable, reason for which an allowance for doubtful accounts of
only R$ 50 thousand was recorded.
14
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
6. Recoverable Taxes
Company Consolidated
06/30/2008 03/31/2008 06/30/2008 03/31/2008
Prepaid income and social
contribution taxes 583 583 689 689
PIS recoverable - 1 4 2
COFINS recoverable 1 1 17 7
Withholding income tax – IRRF 1.393 923 1.709 1.076
1.977 1.508 2.419 1.774
7. Investments
Company Consolidated
06/30/2008 03/31/2008 06/30/2008 03/31/2008
Investments in subsidiaries 520.374 463.883 - -
Goodwill 8.080 8.080 9.487 9.487
528.454 471.963 9.487 9.487
15
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
7. Investments (Continued)
a) Information on subsidiaries at June 30, 2008
Investments in subsidiaries stated by the equity method were determined in
accordance with the balance sheets at June 30, 2008.
Subsidiaries
BRPR I Empreend. e Part. Ltda. 98.741.500 98.741 36.200 129.326 (995) 129.326 (1.218)
BRPR II Empreend.e Part. Ltda. 33.016.000 31.170 27.814 58.694 (543) 58.694 (543)
BRPR III Empreend. e Part. Ltda. 23.785.000 23.785 14.319 38.740 484 38.740 484
BRPR IV Empreend. e Part. Ltda. 66.896.620 66.897 4.317 70.798 585 70.798 585
BRPR V Empreend. e Part. Ltda. 56.869.000 56.869 1.119 58.319 427 58.319 427
BRPR VII Empreend. e Part. Ltda. 22.294.400 22.294 5.954 28.041 103 28.041 103
BRPR VIII Empreend. e Part. Ltda. 15.001.000 15.001 - 13.918 (1.080) 13.918 (1.080)
BRPR IX Empreend. e Part. Ltda. 14.208.771 14.209 12.295 26.751 126 26.751 126
BRPR X Empreend. e Part. Ltda. 20.001.000 20.001 - 19.999 (2) 19.999 (3)
BRPR XI Empreend. e Part. Ltda. 23.451.000 23.451 - 23.423 (26) 23.423 (26)
BRPR XII Empreend. e Part. Ltda. 101.000 101 - 97 (4) 97 (4)
BRPR XIII Empreend. e Part. Ltda. 5.701.000 5.701 - 5.589 (111) 5.589 (111)
BRPR XIV Empreend. e Part. Ltda. 21.851.000 21.851 - 20.032 (1.818) 20.032 (1.818)
BRPR XV Empreend. e Part. Ltda. 8.671.000 8.671 - 8.453 (217) 8.453 (217)
BRPR XVI Empreend. e Part. Ltda. 1.000 1 - (54) (55) (54) (55)
BRPR XVII Empreend e Part. Ltda. 1.000 1 - (1) (2) (1) (2)
BRPR XVIII Empreend e Part. Ltda. 1.000 1 - (1) (2) (1) (2)
BRPR XIX Empreend e Part. Ltda. 18.221.000 18.221 - 18.219 (2) 18.219 (2)
BRPR XX Empreend e Part. Ltda. 1.000 1 - (3) (4) (3) (4)
BRPR A Adm. de Ativos Imob. Ltda 1.000 1 - 33 41 33 41
520.374 (3.319)
Company
Shares/ units
of interest Capital
Revaluation
reserve
Shareholders'
equity
Income (loss)
for the period
Investment book
value Equity pickup
Company’s interest in subsidiaries is described in Note 2.
16
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
7. Investments (Continued)
b) Information on the main asset, liability and profit & loss items of subsidiaries at
June 30, 2008
BRPR I Empreend. e Part. Ltda. 4.596 1.407 316.241 322.244 24.041 168.877 129.326 322.244
BRPR II Empreend.e Part. Ltda. 1.308 - 152.450 153.758 9.042 86.021 58.694 153.757
BRPR III Empreend. e Part. Ltda. 3.375 - 94.356 97.731 7.195 51.796 38.740 97.731
BRPR IV Empreend. e Part. Ltda. 4.343 - 136.316 140.659 8.096 61.768 70.798 140.662
BRPR V Empreend. e Part. Ltda. 3.932 - 157.927 161.859 11.576 91.965 58.319 161.860
BRPR VII Empreend. e Part. Ltda. 889 - 56.921 57.810 3.105 26.663 28.041 57.809
BRPR VIII Empreend. e Part. Ltda. 954 - 40.333 41.286 2.888 24.480 13.918 41.286
BRPR IX Empreend. e Part. Ltda. 1.251 - 33.435 34.686 1.601 6.334 26.751 34.686
BRPR X Empreend. e Part. Ltda. 20.014 - - 20.014 15 - 19.999 20.014
BRPR XI Empreend. e Part. Ltda. 171 - 23.613 23.784 360 - 23.423 23.784
BRPR XII Empreend. e Part. Ltda. 127 - 4 131 34 - 97 131
BRPR XIII Empreend. e Part. Ltda. 403 - 14.317 14.720 747 8.384 5.589 14.719
BRPR XIV Empreend. e Part. Ltda. 800 - 49.966 50.766 3.620 27.113 20.032 50.766
BRPR XV Empreend. e Part. Ltda. 487 - 21.565 22.052 1.411 12.186 8.454 22.051
BRPR XVI Empreend. e Part. Ltda. 15 - - 15 69 - (54) 15
BRPR XVII Empreend e Part. Ltda. 1 - - 1 2 - (1) 1
BRPR XVIII Empreend e Part. Ltda. 2 - - 2 3 - (1) 2
BRPR XIX Empreend e Part. Ltda. 139 - 18.083 18.222 3 - 18.219 18.222
BRPR XX Empreend e Part. Ltda. 1 - - 1 4 - (3) 0
BRPR XXI Empreend e Part. Ltda. - - - - - - - -
BRPR XXII Empreend e Part. Ltda. - - - - - - - -
BRPR XXIII Empreend e Part. Ltda. - - - - - - - -
BRPR XXIV Empreend e Part. Ltda. - - - - - - - -
BRPR XXV Empreend e Part. Ltda. - - - - - - - -
BRPR A Adm. de Ativos Imob. Ltda 105 - 38 143 110 - 32 142
42.913 1.407 1.115.566 1.159.886 73.923 565.588 520.374 1.159.885
Equity TotalTotal Current NoncurrentCurrent Noncurrent Permanent
17
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
7. Investments (Continued)
b) Information on the main asset, liability and profit & loss items of subsidiaries at
June 30, 2008 (continued)
BRPR I Empreend. e Part. Ltda. 12.779 (3.149) (10.372) (476) (1.218)
BRPR II Empreend.e Part. Ltda. 5.420 (1.602) (4.361) - (543)
BRPR III Empreend. e Part. Ltda. 4.362 (1.215) (2.660) (2) 484
BRPR IV Empreend. e Part. Ltda. 5.795 (1.579) (3.631) - 585
BRPR V Empreend. e Part. Ltda. 7.956 (1.963) (5.566) - 427
BRPR VII Empreend. e Part. Ltda. 2.758 (875) (1.780) - 103
BRPR VIII Empreend. e Part. Ltda. 2.038 (439) (2.679) - (1.080)
BRPR IX Empreend. e Part. Ltda. 1.289 (587) (518) (58) 126
BRPR X Empreend. e Part. Ltda. - - (3) - (3)
BRPR XI Empreend. e Part. Ltda. - - (26) - (26)
BRPR XII Empreend. e Part. Ltda. - - (4) - (4)
BRPR XIII Empreend. e Part. Ltda. 600 (127) (584) - (111)
BRPR XIV Empreend. e Part. Ltda. 613 (430) (2.001) - (1.818)
BRPR XV Empreend. e Part. Ltda. 340 (77) (480) - (217)
BRPR XVI Empreend. e Part. Ltda. - - (55) - (55)
BRPR XVII Empreend e Part. Ltda. - - (2) - (2)
BRPR XVIII Empreend e Part. Ltda. - - (2) - (2)
BRPR XIX Empreend e Part. Ltda. - - (2) - (2)
BRPR XX Empreend e Part. Ltda. - - (4) - (4)
BRPR XXI Empreend e Part. Ltda. - - - - -
BRPR XXII Empreend e Part. Ltda. - - - - -
BRPR XXIII Empreend e Part. Ltda. - - - - -
BRPR XXIV Empreend e Part. Ltda. - - - - -
BRPR XXV Empreend e Part. Ltda. - - - - -
BRPR A Adm. de Ativos Imob. Ltda 312 (45) (216) (10) 41
44.263 (12.088) (34.947) (547) (3.319)
Statement of Operations
Gross
revenues
from lease
and services
Taxes,
rebates and
costs of
leased
properties
Operating
expenses
Income and
social
contribution
taxes
Income (loss)
for the period
18
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
7. Investments (Continued)
c) Goodwill
Goodwill on
acquisition –
Company
Goodwill on acquisition of DVR V Empreendimentos Imobiliários Ltda. (i) 1.407
Goodwill on acquisition of Icomap Industria e Comércio Ltda. (ii) 8.080
9.487
(i) This company is the owner of two industrial warehouses located in the city of Jandira, state of
São Paulo. After its acquisition by BR Properties, its corporate name was changed to BRPR VI
Empreendimentos e Participações Ltda.
(ii) This company is the owner of Edifício Icomap located in Rio de Janeiro. After its acquisition by
BR Properties, its corporate name was changed to BRPR IX Empreendimentos e Participações
Ltda.
Goodwill amortization will be recorded according to the net income projections
prepared by management, as shown below:
Year ICOMAP DVR
2010 4% 1%
2011 4% 3%
2012 6% 4%
2013 8% 7%
2014 to 2018 78% 85%
Total 100% 100%
Based on the projected discounted cash flows arising from the assets maintained by
these subsidiaries, Company management did not identify any indication of
impairment of the goodwill recorded at June 30, 2008.
19
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
8. Property and Equipment
Company 06/30/2008 03/31/2008
Annual
depreciation rate
Cost
Accumulated
depreciation
Net
Net
Software 20% 91 (18) 73 15
Facilities 10% 177 (17) 160 85
Furniture and fixtures 10% 142 (16) 126 199
Data processing equipment 20% 220 (49) 173 218
632 (100) 532 517
Consolidated
3/31/2008
Net
Land - 273.221 - 273.221 256.956
Land revaluation - 44.680 - 44.680 44.681
Buildings * 691.427 (12.190) 679.237 658.622
Building revaluation * 111.165 (1.274) 109.891 110.529
Certificates of Additional
Construction Potential -
CEPAC (a) 8.494 - 8.494 8.494
Software 20% 104 (20) 84 15
Facilities 10% 177 (18) 159 87
Furniture and fixtures 10% 149 (16) 132 199
Data processing equipment 20% 230 (46) 184 Telecommunications
equipment 20% 22 (6) 16
1.129.668 (13.570) 1.116.098 1.079.812
Net
229
6/30/2008
Annual
depreciation rate Cost
Accumulated
depreciation
* Depreciation is calculated considering the period in which properties are expected to be used by the Company, for
periods ranging from 33 to 50 years, over the remaining useful life of the assets set out in the valuation reports
issued by independent appraisers.
a) The Company acquired Certificates of Additional Construction Potential – CEPAC in the amount of
R$8,494 issued by the São Paulo Municipal Government to be used, as applicable, to pay construction
area in excess of the standards established by municipal legislation on land use and occupation. In
using the certificates, the corresponding amount is a component of the construction cost of commercial
properties for future lease.
In the quarter ended June 30, 2008, the Company did not enter into any obligation
related to commercial leasing.
20
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
8. Property and Equipment (Continued)
At December 31, 2007, the Company subsidiaries, based on the valuation report issued
by independent appraisers, recorded the revaluation of buildings and land in the amount
of R$155,847 against the revaluation reserve in shareholders’ equity. Deferred income
tax liabilities, amounting to R$52,988 at December 31, 2007, were recorded in Long-
term payables, thereby reducing the balance of that reserve in shareholders’ equity, and
their realization is upon disposal, sale and depreciation of the revalued assets. In the
quarter ended June 30, 2008, there was realization of R$ 1,274 thousand through
depreciation.
9. Loans and Financing
Consolidated
Purpose
Financial
charges
Final
maturity
06/30/2008
03/31/2008 Acquisition of Condomínio Edifício Bonfiglioli IGP M+8.84%
p.a.
04/17/2017 12.410 12.198
Acquisition of Condomínio Panamérica Park and Edifício Plaza Centenário TR+9.90% p.a. 05/25/2017 50.009 50.319 Acquisition of Condomínio Edifício Glória (RJ), a building located at 1280
Avenida Piraporinha, Alphaville Centro Empresarial e Industrial, a building
located in Jundiaí, and a set of commercial warehouses in Itapeví
TR+9.90% p.a. 08/17/2017 143.132 144.298
Acquisition of 2 properties in Jandira CDI+1.27%
p.a.
08/17/2017 37.400 37.596
Acquisition of Edifício Henrique Schaumann
TR+10.15% p.a.
10/17/2017 30.484 30.527
Acquisition of Edifício Generalli (SP) and Edifício Bovespa (RJ)
TR+9.90% p.a. 08/17/2017 25.626 25.908
Acquisition of suites of Edifício Paulista Park, Edifício Berrini, Condomínio
Edifício Isabella Plaza, 3rd floor of Edifício Olympic
Tower, Edifício Joaquim Floriano, Condomínio Edifício Midas, Edifício Number One, suite no. 31 of Edifício Network Empresarial, Celebration and
Athenas.
TR+10.15%
p.a.
08/17/2017 66.835 66.981
Acquisition of buildings MV9, Sylvio Fraga, Raja Hills and Coveright industrial warehouse
TR+9.90% p.a. 12/20/2017 102.140 102.067
Acquisition of buildings Avaya and Presidente Vargas TR+10.15%
p.a.
09/18/2017 26.427 26.727
Acquisition of buildings Birmann 23 and Santo Antônio IGPM+6% p.a. 01/17/2018 27.332 26.710
Acquisition of building Ericsson São José dos Campos TR+10.15%
p.a.
01/17/2018 30.336 29.520
Acquisition of Edifício Hochtief
TR+10.15%
p.a.
01/17/2021
9.109
9.159
Acquisition of Edifício Trisoft TR+10.15% p.a.
04/09/2018 13.566 -
574.804 562.010
Portion maturing over the next 12 months (61.770) (58.997)
Noncurrent liabilities 513.034 503.013
21
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
9. Loans and Financing (Continued)
Properties acquired were used as a security (mortgage) for the repayment of the loans.
Also, guarantees were offered as chattel mortgage of units of interest in borrowing
subsidiaries and assignment in trust of credit rights under lease agreements signed with
the lessees.
Long-term loans and financing mature as follows:
2009 41.556
2010 42.069
2011 42.582
2012 48.737
2013 to 2017 338.090
513.034
10. Payables for Acquisition of Real Estate
These comprise payables for acquisition of commercial properties, as follows:
Consolidated
06/30/2008 03/31/2008
Jundiaí industrial building 3.000 3.000
Edifício Glória 1.500 1.500
Jandira warehouse 1.740 1.740
Cidade Jardim land - 6.128
Interbox 1.000 1.000
Edificio Icomap 340 464
7.580 13.832
22
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
11. Income and Social Contribution Taxes
The Company recorded taxable profit for the quarter ended June 30, 2008 and did not
record deferred income tax assets arising from tax losses related to income and social
contribution taxes, which will be recognized only when there are consistent prospects of
their realization.
Company
06/30/2008
Income before income and social contribution taxes 2.319
Statutory rate 34%
Income and social contribution tax expense at statutory rate (789)
Loss from equity pickup (1.129)
Offset of tax losses 598
Income and social contribution tax expense posted to the statement of operations
for the quarter
(1.320)
The expense with income and social contribution taxes of R$1,867 recorded in the
statement of operations – consolidated refers to R$1,320 Company and R$ 547, paid by
certain subsidiaries computing taxable profit as a percentage of gross revenues. At June
30, 2008, the balance of income and social contribution tax losses was R$ 5,638.
Deferred income and social contribution tax liabilities, in the amount of R$ 52,554
thousand at June 30, 2008 were recorded on the revaluation reserve of property and
equipment items (land and buildings), recorded by the subsidiaries, and on a portion of
the land, and their realization is based on write-offs and depreciation of such revalued
assets.
12. Contingencies
At June 30, 2008, the Company and its subsidiaries and affiliates were parties to civil
proceedings arising from the normal course of business, which, individually, do not
involve significant amounts. Based on the opinion of the Company’s legal advisors and
management assessment, no provision for contingencies was recorded, since there were
no proceedings for which the likelihood of loss was classified as probable.
23
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
13. Shareholders’ Equity
a) Capital
On December 22, 2006, a capital increase was approved in the amount of R$
53,960, which was paid-up on January 8, 2007.
On April 16, 2007, a capital increase was approved and paid-up in the amount of R$
1,080, with the issue of 500,000 common shares.
On May 10, 2007, a capital increase was approved in the amount of R$ 51,566 by
means of private subscription of shares. Relevant contribution took place on May
31, 2007.
On June 19, 2007, the Board of Directors approved a capital increase in the amount
of R$97,140. Relevant contribution took place in July 2007.
On July 27, 2007 the Board of Directors approved a capital increase for the
Company amounting to R$ 97,175, which was paid up in August 2007.
On December 18, 2007, the Board of Directors approved a capital increase in the
amount of R$26,079, by means of private subscription of 13,956,935 common
shares due to the exercise of the subscription warrants granted to shareholder GP
Investments, Ltd. at the Special Shareholders’ Meeting of December 22, 2006.
On December 19, 2007, a capital increase was approved in the amount of
R$270,033, by means of private subscription, with issue of 87,278,150 common
shares, all registered, with no par value, at the price of R$3.09 per share.
At June 30, 2008 paid up capital of R$ 597,033 comprises 240,804,449 common
shares, all registered, with no par value. Of the total paid up capital, R$ 591,132 is
comprised of shares owned by shareholders domiciled abroad.
At June 30, 2008, the limit of authorized capital is 300,000,000 common shares.
24
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
13. Shareholders’ Equity (Continued)
b) Stock option plan
The Annual and Special Shareholders’ Meeting held on April 16, 2007 approved the
Stock Option Plan, according to which the Board of Directors can grant stock
options to Company management and employees. The options shall be no greater
than 10% of total capital shares of the Company existing on the date of grant, and
the strike price shall be the amount in local currency equivalent to US$ 1.00 (one
U.S. dollar).
On July 17, 2007 and August 31, 2007, respectively, the first and the second Stock
Option Plans were approved for 2007, including the number of options granted
(totaling 13,956,935), the price and other conditions to exercise the options, to
which the Company management members were entitled. The option granted to
management members may be exercised as from July 17, 2008 regarding the First
Program, and as from August 31, 2008 regarding the Second Program, in five equal
annual lots, each of which equivalent to 20% of the total option granted. At June 30,
2008, none of the management members had exercised options referring to the 2007
programs.
The Annual and Special Shareholders’ Meeting held on April 30, 2008 approved the
second Stock Option Plan, according to which the Board of Directors may
periodically grant stock options to certain Company management and employees.
The options shall be no greater than 10% of total capital shares of the Company
existing on the date of grant, and the sum of the entire shares issued by the
Company will be considered for purposes of such limit, including those shares that
may come to be issued by the Company as a result of options granted within the
scope of this and the previously approved Plans, as if such options had been
exercised.
The Board of Directors Meeting held on May 30, 2008 approved the first Stock
Option Plan for 2008, granting 3,559,871 stock options. The strike price is set at
R$3.09 per share, plus 4% interest and restatement based on the IGPM/FGV index.
The 2008 and 2007 stock option plans are represented as follows:
25
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
13. Shareholders’ Equity (Continued)
b) Stock option plan (continued)
c) Revaluation reserve
At December 31, 2007, a “Reserve revaluation in subsidiaries” was set up on the
amounts recorded by subsidiaries, net of tax effects. This reserve will be transferred
to retained earnings/ (accumulated losses) upon realization of the assets revalued by
the subsidiaries through their depreciation, write-offs or disposals.
14. Financial Income (Expenses), Net
Company Consolidated
Financial income
Short-term investments 11.109 11.404
Other 4 83
11.113 11.487
Financial expenses
Interest and charges on loans - (31.265)
Tax on Financial Transactions - IOF (3) (1.466)
Other 223 (119)
220 (32.850)
6/30/2008
Maximum
number of
shares
Stock options to be exercised:
1st Stock Option Program – 2007 (exercised as from July 17, 2008) 9.438.617
2nd Stock Option Program – 2007 (exercised as from August 31, 2008) 4.518.318
12.956.935
1st Stock Option Program – 2008 (exercised as from May 5, 2009) 3.559.871
Stock options to be exercised at June 30, 2008 17.516.806
26
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
15. Related Parties
Jun-08 Mar-08
BRPR I Empreendimentos e Participações Ltda. (ii) 1 23
BRPR V Empreendimentos e Participações Ltda. (ii) 1 910
BRPR IX Empreendimentos e Participações Ltda. (i) 1 4.229
BRPR X Empreendimentos e Participações Ltda. (ii) 15 -
BRPR XI Empreendimentos e Participações Ltda. (ii) 360 359
BRPR XII Empreendimentos e Participações Ltda. (ii) 27 1
BRPR XIII Empreendimentos e Participações Ltda. (ii) 4 4
BRPR XIV Empreendimentos e Participações Ltda. (ii) 1 1
BRPR XV Empreendimentos e Participações Ltda. (ii) 4 1
BRPR XVI Empreendimentos e Participações Ltda. (ii) 61 2
BRPR XVII Empreendimentos e Participações Ltda. (ii) 2 1
BRPR XVIII Empreendimentos e Participações Ltda. (ii) 2 -
BRPR XX Empreendimentos e Participações Ltda. (ii) 1 -
BRPR A Administradora de Ativos Imobiliários Ltda. (ii) 39 49
517 5.580
Company
Assets
(i) Represented by advances for future capital increase.
(ii) Corresponding to intercompany current accounts, this balance refers substantially to payments of expenses to be
reimbursed in the short term.
16. Financial Instruments and Risk Management
The Company and its subsidiaries engage in transactions involving financial
instruments with a view to financing its own activities or investing available funds.
Management of such instruments and related risks is performed through defining
conservative strategies aiming at liquidity, profitability and reliance.
The Company mitigates its exposure to credit risk by making short-term investments
with leading financial institutions.
Credit risk is minimized since lease agreements are entered into with major customers.
As of June 30, 2008 there was no significant concentration of credit risk with clients.
27
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
16. Financial Instruments and Risk Management (Continued)
The Company and its subsidiaries have no significant debts, liabilities or costs
denominated in foreign currency.
The Company operated with derivatives in 2008 in order to obtain hedge against any
possible negative mismatching between Referential Rate – TR variation, which indexes
most of bank financing agreements, and the General Price Index – Market - IGP-M,
which indexes most lease agreements. The hedging swap transaction was contracted in
February 2008 with term of 30 months and nominal value of R$ 59,372 thousand,
which resulted in temporary loss of R$210 recognized in the statement of operations for
the period.
The main financial risks are as follows:
Interest rate risk
The Company’s revenues and expenses are affected by changes in interest rates because
of the impact of such changes on interest expenses in connection with instruments of
indebtedness with variable rates and interest income on cash and short-term investment
balances.
Liquidity risk
Liquidity risk management is performed based on the Company’s cash flow, by
maintaining a robust capital structure. Additionally, any mismatching between assets
and liabilities is consistently monitored.
17. Insurance Coverage (Not Reviewed)
At June 30, 2008, insurance retained by lessees is considered to be sufficient by
Company management to cover any losses.
28
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
18. Statements of Cash Flows
6/30/2008 6/30/2007 6/30/2008 6/30/2007
OPERATING ACTIVITIES
Income (loss) for the period 999 - (443) 999 - (443)
Depreciation 143 - 11 7.524 - 554
Equity pickup 3.319 - 520 - - -
Changes in assets and liabilities
Trade accounts receivable - - - (3.056) - (638)
Related Parties 4.009 - (9) 3.917 - (9)
Other receivables 62 - (757) (2.072) - (919)
Supplies (247) - 11 1.543 - 19
Salaries and social charges (1.720) - 180 (1.653) - 180
Payables for acquisition of
properties (600) - - (12.357) - -
Accounts payable and others (617) - 174 1.057 - 194
5.349 - (312) (4.097) - (1.061)
INVESTMENT ACTIVITIES
Advances for future capital increase - - (5.500) (24.434) - (5.500)
Other investments, net (119.288) - (21.752) - - -
Fixed asset investments (68) - (479) (159.651) - (84.442)
(119.356) - (27.731) (184.085) - (89.942)
FINANCING ACTIVITIES
Loans and financing taken out - - - 102.757 - 63.888
Payment of loans and financing - - (27.015) (830)
Capital increase in cash - - 106.543 - - 106.543
- - 106.543 75.742 - 169.601
Changes in cash, net (114.007) - 78.499 (112.440) - 78.598
Cash and cash equivalents at beginning of period 271.981 - - 280.975 - -
Cash and cash equivalents at end of period 157.974 - 78.499 168.535 - 78.598
Cash originating from (applied in) investment activities
Cash originating from (applied in) financing activities
Company Consolidated
Six-month periods ended
Adjustments to reconcile net income for the six-month period with
cash generated from operating activities:
29
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
19. Statements of Value Added
06/30/2008 06/30/2007 06/30/2008 06/30/2007
Revenues - - 43.502 1.048
Non-operating revenues 30 199
Cost of services provided - - (7.524) -
Materials, electricity, third-party services and other (2.104) (1.284) (4.174) (1.471)
Gross value added (2.074) (1.284) 32.003 (424)
Retentions (Depreciation, amortization and depletion) (45) (11) (598) (565)
Generated value added, net (2.119) (1.295) 31.405 (989)
Received value added upon transfer 7.793 2.231 11.487 2.752
Equity pickup (3.320) (520) - -
Financial income 11.113 2.751 11.487 2.752
Value added for distribution 5.674 936 42.892 1.763
Distribution of value added:
Government (1.362) (140) (5.823) (214)
Employees (2.967) (1.163) (3.120) (1.163)
Remuneration of third-party capital/financing (interest and rent) (346) (76) (32.950) (829)
Interest on shareholders' equity and dividends - - - -
Retained earnings (accumulated losses) 999 (443) 999 (443)
Total distributed and retained 5.674 936 42.892 1.763
Company Consolidated
Six-month periods ended
30
BR PROPERTIES S.A.
NOTES TO THE QUARTERLY FINANCIAL INFORMATION
June 30, 2008 and March 31, 2008
(In thousands of reais)
20. Subsequent Events
On July 4, 2008, the Company, through its subsidiary BRPR XVII Empreendimentos e
Participações Ltda., acquired the property Tecsis, located in the city of Sorocaba, state
of São Paulo, at Avenida Hollingsworth, 127-215.
On July 11, 2008, the Company, through its subsidiary BRPR XI Empreendimentos e
Participações, acquired 50% interest in the capital of the company Edifício Cidade
Jardim SPE Empreendimentos Imobiliários Ltda., for R$25,000,000.00, exclusively for
execution of the real estate developments located at Avenida Cidade Jardim and Rua
Camargo Cabral.
On this same date, the subsidiary BRPR XI also signed a Members’ Agreement with the
partner MA Empreendimentos Imobiliários Ltda., which will rule the form of execution
of the real estate development, rights and obligations of the parties, among other issues.
On August 11, 2008, 230,252 options were exercised in the terms of the First Stock
Option Purchase Program of 2007, with issuance by the Company of 230,252 common
book entry shares, in the total amount of R$389, at the unit price of R$1.69, increasing
capital from R$597,033 to R$597,422, represented by 241,034,701 common book entry
shares. Such capital increase will be approved by the Board of Directors within 30 days.