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Aliansce Shopping Centers S.A.


(Public-held company)

Quarterly information
March 31, 2010

Aliansce Shopping Centers S.A.


(Public-held company)

Quarterly information
Quarter ended on March 31, 2010

Contents
Performance report

3 - 24

Independent auditors' report on special review

25 - 26

Balance sheets

27

Statements of income

28

Statements of comprehensive income

29

Statements of changes in shareholders equity

30

Statements of cash flows

31

Statements of added value

32

Notes to the quarterly information

33 - 114

ALIANSCE PRESENTS ITS RESULTS AND FINANCIAL


AND OPERATING HIGHLIGHTS FOR 1Q10 IN ACCORDANCE
WITH INTERNATIONAL FINANCIAL REPORTING
STANDARDS (IFRS)
Rio de Janeiro, May 11, 2011 Aliansce Shopping Centers S.A. (Bovespa: ALSC3), one of the largest
shopping mall owners and administrators in Brazil, republishes today its results for the first quarter of
2010 due to the convergence of accounting practices adopted in Brazil with international financial
reportingstandards(IFRS).Alltheoperatingandfinancialinformationbelow,unlessotherwisestated,is
expressedinBrazilianreais,basedonconsolidatedfiguresandpursuanttoBrazilianCorporateLawand
IFRS, in accordance with the pronouncements of the Accounting Pronouncements Committee (CPC),
approvedbytheBrazilianSecuritiesandExchangeCommission(CVM).

TheCompanysmanagerialinformation,basedontheCompanysconsolidatedfinancialstatements,was
prepared as if the 69.62% interest held by Aliansce in Via Parque Shopping and the November 2009
exclusionofShoppingLeblonfromourportfoliowereeffectiveasofthefirstquarterof2009.Inorderto
analyze the reconciliation of the consolidated and the managerial financial statements, please see the
commentsintheAttachmentsection.

FINANCIALANDOPERATINGHIGHLIGHTS1Q10

SalesintheCompany'sshoppingmallsgrewby25.7%over1Q09.Sameareasales(SAS)andSame
StoreSales(SSS)grew16.5%and16.4%,respectively;

ManagerialnetincometotaledR$12.4million,increasedby71.8%whencomparedto1Q09figures;

Managerialconsolidatedgrossrevenuesincreasedby31.6%over1Q09toR$50.9million;

Growth of 29.5% in managerial consolidated NOI to R$37.1 million, accompanied by a managerial


consolidatedNOImarginof87.8%;

Managerial adjusted EBITDA grew by 43.1% to R$31.1 million, with a managerial adjusted EBITDA
marginof66.0%,versus60.2%in1Q09;

ManagerialadjustedFFOincreasedby45.4%,fromR$24.8million,in1Q09,toR$36.0million,while
themanagerialadjustedFFOmarginstoodat76.6%,versus68.7%in1Q09;

TheCompanysmallsrecordedanoccupancyrateof98.0%,excludingShoppingSantarsula,which
isbeingredeveloped,andBoulevardShoppingBraslia,whichisinitsfinalleasingphase.

Investments in greenfield projects and shopping mall expansions totaled R$41.0 million. The
constructions in Boulevard Shopping Belo Horizonte are on schedule for launch in October 2010,
whileShoppingMaceiisintheprojectdetailingphaseandconstructionshouldbeginthisyear.

Mainindicators

1Q10

1Q09

1Q10/1Q09%

FinancialPerformanceManagerialInformation
Grossrevenue
50,885
Netrevenue
47,046
NOI
37,126
Margin%
87.8%
AdjustedEBITDA
31,051
Margin%
66.0%
NetIncome
12,420
Margin%
26.4%
AdjustedFFO
36,026
Margin%
76.6%

38,662
36,067
28,673
89.0%
21,701
60.2%
7,231
20.0%
24,780
68.7%

31.6%
30.4%
29.5%
1.2p.p.
43.1%
5.8p.p.
71.8%
6.4p.p.
45.4%
7.9p.p.

OperationalPerformanceManagerialInformation
Sales
830,193
SAS/sqm(salesonsamearea)
797.3
SAR/sqm(rentsonsamearea)
47.9
SSS/sqm(samestoresales)
792.8
SSR/sqm(samestorerent)
48.2
Occupancycosts(%ofsales)
13.4%
LatePayments
3.6%
Occupancy
98.0%
TotalGLA(sq.m.)
423,937
OwnedGLA(sq.m.)
225,808

660,695
684.6
45.0
681.1
45.0
14.7%
4.7%
98.4%
362,219
182,236

25.7%
16.5%
6.3%
16.4%
7.1%
1.3p.p.
1.1p.p.
0.4p.p.
17.0%
23.9%

Monthlyaverage.DoesnotincludeShoppingSantarsula(underredevelopmentprocess)
DoesnotincludeBoulevardShoppingBrasliaandShoppingSantarsula
Note:Includestheconsolidationofthe69.62%oftheinvestmentinViaParqueShoppingandexcludes70%ofShopping
Leblons3Q09result.

OUR PORTFOLIO
OurportfolioincludesshoppingmallsinBrazilsSoutheast,North,NortheastandSouthregions,aswellas
theFederalDistrict,targetingawiderangeofincomegroups.

On the 1Q10, Aliansce held an interest in 13 operational malls, totaling approximately 226,000 m2 of own
GLA, with two more under development (one of which under construction and scheduled to open in
October 2010), totaling a further 48,000 m of own GLA. It also acted as a service provider, planning,
managing and leasing nine malls belonging to third parties, with a total GLA of 137,000 m.

OperatingMalls
ShoppingIguatemiSalvadorNaciguat
ShoppingIguatemiSalvadorRiguat
ShoppingIguatemiSalvador
ShoppingTaboo
ViaParqueShopping
BoulevardShoppingCampinaGrande
ShoppingGrandeRio
CariocaShopping
SupershoppingOsasco
BanguShopping
SantanaParqueShopping
ShoppingSantarsula
CaxiasShopping
BoulevardShoppingBraslia
BoulevardShoppingBelm
LojaC&AFeiradeSantana
LojaC&AGrandeRio
LojaC&AIguatemiSalvadorNaciguat
SubTotalOperatingMalls
Mallsunderdevelopment(Greenfields)
BoulevardShoppingBeloHorizonte
ShoppingMacei
SubTotalMallsunderdevelopment

State

%Aliansce

GLA

OwnGLA

Occupancy
rate

Services
rendered

BA
BA
BA
SP
RJ
PB
RJ
RJ
SP
RJ
SP
SP
RJ
DF
PA
BA
RJ
BA

41.59%
71.49%
45.55%
38.00%
69.62%
30.52%
25.00%
40.00%
31.52%
100.00%
50.00%
37.50%
40.00%
50.00%
75.00%
100.00%
100.00%
44.58%
53.26%

49,996
7,628
57,624
35,375
53,937
17,258
35,799
23,203
17,641
46,320
26,542
24,043
25,633
16,925
34,176
2,108
2,108
5,246
423,937

20,793
5,454
26,247
13,443
37,551
5,267
8,950
9,281
5,560
46,320
13,271
9,016
10,253
8,462
25,632
2,108
2,108
2,339
225,808

98.7%
97.9%
98.5%
98.8%
99.7%
99.8%
99.4%
98.8%
95.3%
99.8%
97.0%
72.0%
98.5%
74.4%
90.3%
100.0%
100.0%
100.0%
98.0%

ML
ML
ML
ML
ML
ML
ML
ML
L
ML
ML

ML
ML
ML
n/a
n/a
n/a

MG
AL

70.00%
50.00%
60.98%

43,169
35,470
78,639

30,218
17,735
47,953

ML
ML

502,576

273,761

Totalportfolio
(M)Management|(L)Leasing

SALES PERFORMANCE
Sales(R$million)
830

590

661

25.7%

387
1Q07

1Q08

1Q09

1Q10

Firstquarter sales in the Companys


shopping malls totaled R$ 830 million,
25.7% increased over 1Q09. The New
Generation malls (Bangu, Santana
Parque, Caxias and Belm) jointly
recorded R$ 210 million in 1Q10 sales,
equivalent to 25% of the Companys
totalsales.

In 1Q10, samearea and samestore sales climbed by 16.5% and


16.4% yearonyear, respectively. It is also worth mentioning the
consolidationofexpansionsandredevelopment of the Grande Rio,
Taboo and Via Parque malls.

SalesGrowthAnalysis 1Q10
25.7%
16.5%

16.4%

SSS

SAS

4.9%

IPCA

TotalSales

1Q10

VA%

1Q09

VA%

1Q10/1Q09
%

ShoppingIguatemiSalvador
ViaParqueShopping
ShoppingGrandeRio
ShoppingTaboo
BoulevardShoppingCampinaGrande
CariocaShopping
SupershoppingOsasco
BanguShopping
SantanaParqueShopping
ShoppingSantarsula
CaxiasShopping
BoulevardShoppingBraslia
BoulevardShoppingBelm

239,261
83,813
67,846
60,800
39,237
54,223
39,963
79,908
42,845
20,579
36,676
14,281
50,762

28.8%
10.1%
8.2%
7.3%
4.7%
6.5%
4.8%
9.6%
5.2%
2.5%
4.4%
1.7%
6.1%

221,755
73,225
54,535
50,966
32,341
47,597
36,052
62,041
33,979
21,051
27,153

33.6%
11.1%
8.3%
7.7%
4.9%
7.2%
5.5%
9.4%
5.1%
3.2%
4.1%
n/a
n/a

7.9%
14.5%
24.4%
19.3%
21.3%
13.9%
10.8%
28.8%
26.1%
2.2%
35.1%
n/a
n/a

Total
Underredevelopment

830,194

100.0%

660,695

100.0%

25.7%

Salespermall
(AmountsinthousandsofReais)

FINANCIAL HIGHLIGHTS
Gross Revenues
Gross revenues increased by 31.6% in 1Q10, chiefly due to
the inauguration of Boulevard Shopping Belm in November
2009 and higher revenues from services and parking.
The accounting adjustments for implementation of rent
recognition on a straight-line basis (accounting
pronouncement CPC 06) impacted 1Q10 gross revenues by
R$1.9 million, growth of 21.8% when compared to 1Q09
figures.

RevenuesBreakdown 1Q10
Services
rendered
12.9%
Transferfee
0.2%

Rent
70.9%

Minimumrent
85.9%

Parking
10.1%

KeyMoney
5.9%

Stands/Kiosks
6.9%

Percentage
rent
7.2%

ManagerialFinancialInformation
Revenuespertype

1Q10

1Q09

1Q10/1Q09%

(AmountsinthousandsofReais,exceptpercentages)

Rentals
KeyMoney
Parking
Transferfee
Servicesrendered
StraightlinerentadjustementCPC06

34,216
2,985
5,157
112
6,559
1,856

26,084
2,055
4,228
183
4,588
1,524

31.2%
45.3%
22.0%
38.8%
43.0%
21.8%

Total

50,885

38,662

31.6%

ManagerialFinancialInformation

1Q10

1Q09

1Q10/1Q09%

Revenuespermall

(AmountsinthousandsofReais,exceptpercentages)

ShoppingIguatemiSalvador
ShoppingTaboo
ViaParqueShopping
BoulevardShoppingCampinaGrande
ShoppingGrandeRio
CariocaShopping
SupershoppingOsasco
BanguShopping
SantanaParqueShopping
ShoppingSantarsula
CaxiasShopping
BoulevardShoppingBraslia
BoulevardShoppingBelm
LojasC&A
Servicesrendered
StraightlinerentadjustementCPC06

9,202
2,559
4,988
560
1,931
2,098
1,085
6,989
2,647
642
1,694
540
6,936
599
6,559
1,856

8,877
2,311
5,001
481
1,665
1,779
1,107
6,116
3,031
147
1,401
63
0
571
4,588
1,524

3.7%
10.7%
0.3%
16.4%
16.0%
17.9%
2.0%
14.3%
12.7%
336.7%
20.9%
757.1%
n/a
4.9%
43.0%
21.8%

Total

50,885

38,662

31.6%

Leasing revenues grew by 31.2% in comparison to the first three months of 2009. In addition to the
improved performance of our malls in the period, the inauguration of Boulevard Shopping Belm and
Boulevard Shopping Braslia in 2009 also contributed to the revenue increase.

RentalRevenuespermall

1Q10

1Q09

1Q10/1Q09%

(AmountsinthousandsofReais,exceptpercentages)
ShoppingIguatemiSalvador
ShoppingTaboo
ViaParqueShopping
BoulevardShoppingCampinaGrande
ShoppingGrandeRio
CariocaShopping
SupershoppingOsasco
BanguShopping
SantanaParqueShopping
ShoppingSantarsula
CaxiasShopping
BoulevardShoppingBraslia
BoulevardShoppingBelm
C&AStores

8,746
1,901
3,495
544
1,518
1,737
910
5,048
1,779
543
1,165
507
5,724
599

8,398
1,781
3,544
473
1,349
1,525
875
4,470
1,858
147
1,030
63
0
571

4.1%
6.7%
1.4%
15.0%
12.5%
13.9%
4.0%
12.9%
4.4%
269.4%
13.1%
704.8%
n/a
4.9%

Total

34,216

26,084

31.2%

Cost of rentals and services

ManagerialFinancialInformation

1Q10

Costspertype

1Q09

1Q10/1Q09%

(AmountsinthousandsofReais,exceptpercentages)

Depreciationandamortization

4,469

4,910

9.0%

Mallsoperationalcosts

4,065

2,699

50.6%

Parkingcosts

2,026

1,842

10.0%

Preoperationalexpenses

1,287

1,431

10.1%

LeasingandPlanningcosts

1,052

1,546

32.0%

Allowanceofdoubtfulaccounts

1,110

860

29.1%

14,009

13,288

5.4%

Total

Gross income
GrossIncome(R$Thousand)
Gross income increased by 45.0%, from R$22.8 million in 1Q09 (63.2% of net
revenue) to R$ 33.0 million in 1Q10 (70.2% of net revenue), mainly due to the
opening of new malls and the excellent performance of our ventures as a whole.

33,037
45.0%
22,779

1Q09

10

1Q10

Operating (Expenses) / Income

G&AExpenses(R$Thousand)
1Q09

1Q10

Operating expenses increased by 3.1% in 1Q10 compared to the


same period in 2009.
G&A expenses presented an increase of 33.7%, partially due to
the operational start-up of the shared services center (CSC),
whose purpose is to standardize shopping mall procedures.
Although the CSCs personnel expenses added R$333 thousand
to the Companys 1Q10 G&A expenses, this was offset by the
centers service revenues.

(7,586)
(7,820)

ManagerialFinancialInformation

1Q10

Operating(Expenses)/Income

1Q09

1Q10/1Q09%

(AmountsinthousandsofReais,exceptpercentages)

AdministrativeandGeneralexpenses

7,219

Equityinincome

5,401

33.7%

133

n/a

DeferredandIntangibleDepreciationandAmortizationExpenses

76

71

7.0%

OtherOperating(Expenses)/Income

525

2,247

76.6%

7,820

7,586

3.1%

Total

Financial Result

Financial Result(R$Thousand)

The net financial expenses increased by R$ 3.7 million in 1Q10, due to


loans taken out throughout 2009 and the proceeds from the IPO (R$ 430
million) concluded at the end of January 2010. In addition, the mark-tomarket of the SWAP operation (Law 11,638) totaled R$825 thousand in
1Q10, versus R$2.2 million in 1Q09, reducing the financial result by R$1.4
million.

1Q09

1Q10

(2,813)

(6,515)

11

Net Income
NetIncome(R$Thousand)
12,420

The Company net income reached R$ 12.4 million in the 1Q10, 71.8%
increase over 1Q09 and margin of 26.4%, due to the inauguration of new
ventures throughout 2009, the excellent performance of malls in 1Q10 and the
strengthening of the Companys capital structure due to the IPO on January
27, 2010.

71.8%
7,231

1Q09

1Q10

NOI (Net Operating Income)


Portfolio increase and maturation of malls inaugurated in recent years pushed 1Q10 NOI up by 29.5% over
the same period last year to R$ 37.1 million.
ManagerialFinancialInformation
NOI

1Q10

1Q09

1Q10/1Q09%

(AmountsinthousandsofReais,exceptpercentages)

Rents
KeyMoney
ParkingResults
OperationalIncome

36,185
2,985
3,131
42,301

27,791
2,055
2,386
32,232

30.2%
45.3%
31.2%
31.2%

()Mallsoperationalcosts
()Allowanceofdoubtfulaccounts

(4,065)
(1,110)

(2,699)
(860)

50.6%
29.1%

(=)NOI

37,126

28,673

29.5%

87.8%

89.0%

1.2p.p.

MarginNOI

Adjusted EBITDA
In 1Q10, adjusted EBITDA recorded growth of 43.1%, accompanied by a margin of 66.0%, 5.8 p.p.
increase on the 60.2% recorded in 1Q09, reflecting our scale gains.

12

ManagerialFinancialInformation

1Q10

1Q09

1Q10/1Q09%

(AmountsinthousandsofReais,exceptpercentages)
NetRevenues

47,046

36,067

30.4%

()Costs
()Expenses
(+)Depreciationandamortization

14,009
7,820
4,547

13,288
7,586
4,980

5.4%
3.1%
8.7%

(=)EBITDA

29,764

20,173

47.5%

1,287
1,287
0
825

1,528
1,431
97

15.8%
10.1%
100.0%

(=)AdjustedEBITDA

31,051

21,701

43.1%

MarginadjustedEBITDA

66.0%

60.2%

5.8p.p.

(+)/()Nonrecurring(expenses)/income
(+)Preoperationalexpenses
(+/)Others

FFO and Adjusted FFO (AFFO)


The increase in the operating result figures due to the inauguration/maturation of new malls and the
structuring of long-term funding operations (with grace periods for the payment of interest and principal),
resulted in an AFFO of R$36.0 million in 1Q10, 45.4% up on the R$24.8 million posted in the first quarter
of 2009. The AFFO margin was 76.6 %, 7.9 p.p. up year-on-year.

ManagerialFinancialInformation
FFO

1Q10

1Q09

1Q10/1Q09%

(AmountsinthousandsofReais,exceptpercentages)

NetIncome

12,420

7,231

71.8%

4,547

4,980

8.7%

(=)FFO

16,967

12,211

38.9%

(+)/()Noncurrentexpenses/(income)
(+)SWAP
(+)nondisbursedfinancialexpenses
(+)noncashtaxes

1,287
825
15,451
3,146

1,528
2,201
11,610
1,632

15.8%
62.5%
33.1%
92.8%

(=)AdjustedFFO

36,026

24,780

45.4%

MarginAFFO%

76.6%

68.7%

7.9p.p.

(+)DepreciationandAmortization

CAPEX
CAPEX totaled R$70.8 million, versus R$47.2 million in 1Q09, mainly due to investments in Boulevard
Shopping Belo Horizonte and Boulevard Shopping Belm, as well as the 30% interest acquisition of Bangu
Shopping, the ongoing mall expansions and the redevelopment of Shopping Santa rsula. For more details,
see the Growth Vectors section.

13

OPERATING HIGHLIGHTS
Mall performance indicators maintained their growth trajectory in 1Q10, where we can highlight rents,
occupancy rate and NOI/m.

Operating Result (NOI/m2)


2010 first-quarter NOI/m continued its growth trajectory, increasing by 4.6% over 1Q09, due to the
excellent performance of the properties inaugurated in the last 12 months in line with our portfolio growth.

Same-store rent (SSR)


SSR increased by 7.1% in 1Q10, mainly attributed to the mix of Core assets and New Generation
assets, which recorded substantial growth in the period.

Occupancy rate

OccupancyRate(%)
98.4%

98.6%

98.6%

98.1%

98.00%

The Company ended 1Q10 with an occupancy rate of 98.0%, adversely


impacted by technical vacancies in certain malls. Two examples are Iguatemi
Salvador and Bangu Shopping, where unleased areas will be used for
interconnections with future expansions.

Note: Excludes Santa rsula and Boulevard Shopping Braslia

14

GROWTH VECTORS
Greenfield projects
In 1Q10, investments in greenfield projects totaled R$ 38.5 million, R$ 29.1 million of which allocated to
Boulevard Shopping Belo Horizonte and R$200 thousand to Shopping Macei, in addition to R$ 9.2
million for the conclusion of Boulevard Shopping Belm.
BoulevardShoppingBeloHorizonte

BoulevardShoppingBeloHorizonte
State

MG

GLA

43.169sq.m.

Launch

June,2008

ExpectedOpening

October,2010

Ownership

70%

%leased

80%

IRR(p.a.)

Estado
ABL
Lanamento
InauguraoPrevista
Participao
%comercializado
TIR(a.a.)

15%

%Aliansce

%Aliansce
CDU

R$11.3million

CAPEX

R$183.6million

%ofCapexinvested 69%
NOI1styear

R$14.7million

NOI3rdyear

R$17.6million

State

AL

GLA

35.470sq.m.

Launch

2010

ExpectedOpening

2012

Ownership

50%

%leased

n/a

ShoppingMacei

IRR(p.a.)

CDU
CAPEX
%CapexRealizado
NOI1ano
NOI3ano

Boulevard Shopping Belo Horizonte ended


1Q10 with 80% of its GLA leased, 7 months
prior to its inauguration. The Company has
already invested 69% of total estimated
investments, on schedule and in line with
projected flows.

17%
%Aliansce

CDU

R$5.5million

CAPEX

R$82.1million

%ofCapexinvested 17%
NOI1styear

R$7.8million

NOI3rdyear

R$9.8million

Estado
ABL
Lanamento
InauguraoPrevista
Participao
%comercializado
TIR(a.a.)

AL
35.470m
2010
2012
50%
n/a
17%

ShoppingMacei

In the 1Q10, we began negotiations on the


project and construction coordinator to start
detailing the project needed for the
construction of Shopping Macei, which is
schedule to start in the second half of 2010.

%Aliansce
CDU
CAPEX
%CapexRealizado
NOI1ano
NOI3ano

MG
43.169m
Junhode2008
Outubrode2010
70%
80%
15%

R$5,5milhes
R$82,1milhes
17%
R$7,8milhes
R$9,8milhes

15

R$11,3milhes
R$183,6milhes
69%
R$14,7milhes
R$17,6milhes

Expansions
Ongoing Projects
Expansions with opening schedule in 2010 will add 16,580 m to the Companys own GLA.
%Aliansce
OngoingProjects

CariocaShopping
IguatemiSalvador
BoulevardCampinaGrande
BanguShopping

State

Opening

RJ
BA
PB
RJ

2Q10
3Q10
4Q10
4Q10

Total

GLA
%
(sq.m.) Aliansce
961
4,434
3,324
13,337

40.0%
41.6%
30.5%
100.0%

22,056

GLA
(sq.m.)

CAPEX KeyMoney
(R$'000) (R$'000)

NOI1st NOI3rd
%Leased
year year
(R$'000) (R$'000)

IRR
(a.a.)

384
1,844
1,014
13,337

1,113
12,214
3,281
25,521

2,147
40
2,748

132
1,385
398
4,668

16%
17%
20%
27%

16,580

42,129

4,935 6,583 7,226

147
1,507
499
5,073

Expansion of Carioca Shopping


The renovation and expansion of Carioca Shopping began in 2009,
focusing on the second floor. In 1Q10, a segmented area dedicated to
furniture stores was inaugurated in an area previously reserved for
parking and an additional 961m will be inaugurated in 2Q10, with
the expansion of the university and the installation of a megastore.

Expansion of Iguatemi Salvador


The mall started another expansion, which will
add three new megastores to its mix, with a
total GLA of 4,434 m and includes a
redevelopment in the centers main food court.
The expansion will take place on the second
floor and will include a direct access way to the
malls main entrance, facilitating the flow of
visitors. The project also includes two deckparking levels, adding 312 parking spaces.

Expansion of Boulevard Shopping Campina Grande


This is the third expansion of this property will include
two anchor stores and 13 satellite stores, totaling 3,324
m of GLA. The expansion will also include a three
levels deck-parking facility with 330 parking spaces.

16

100%
100%
65%
65%

Expansion of Bangu Shopping


This is the malls second expansion in only three years of operations. Scheduled to open in the 4Q10, the
expansion will increase total GLA by 13,337m, representing 29% of the malls total GLA.

The expansion consists of two projects: an area


with 5,837m of GLA, which will house 34
stores (two anchor stores and 32 satellite stores)
and 7,500 m GLA of offices, occupying an area
which has already been built on the second floor,
and an

Future Expansions
Expansions with openings schedule to 2011 will increase our own GLA by 14,559 m.

FutureExpansions
ViaParqueShopping
CaxiasShopping
ShoppingGrandeRio
ShoppingTaboo
IguatemiSalvador

State

Opening

RJ
RJ
RJ
SP
BA

2Q11
3Q11
4Q11
4Q11
4Q11

Total

GLA
GLAAliansce
%Aliansce
(sq.m.)
(sq.m.)
8,000
5,000
5,000
5,800
8,500

69.6%
40.0%
25.0%
38.0%
41.6%

32,300

5,570
2,000
1,250
2,204
3,535
14,559

INDEBTEDNESS AND CASH AND CASH EQUIVALENTS


In January 2010, the Company raised a net R$ 432.2 million from its IPO. The Company intends to use all
of these proceeds in its program of heavy investments in the coming years. At the same time continue to
manage its cash position and achieve a healthy balance between liquidity and profitability.
The Company's current debt profile has an
average maturity of 8.6 years and is 91% indexed
to the TR reference rate and the IPCA consumer
price index.

ComposiodaDvida

CurtoPrazo LongoPrazo

Endividamento
Total

Bancos
CCI/CRI
Obrigaoparacompradeativos

35.905 110.456
19.426 430.385
7.156 51.069

146.361
449.811
58.225

DVIDATOTAL

62.487 591.910

654.397

Caixaeaplicaesfinanceiras

(493.130)

(493.130)

DVIDALQUIDA

(430.643) 591.910

161.267

17

Debt has been structured


through
long-term
loans
pegged
to
low-volatility
indexes or naturally hedged by
its core business. The total cost
of these loans is lower than the
expected returns from planned
investments.

Debtbreakdown
Banks
CCI/CRI
Obligationforpurchaseofassets

ShortTerm

LongTerm

TotalDebt

35.905
19.426
7.156

110.456
430.385
51.069

146.361
449.811
58.225

62.487

TOTALDEBT

591.910

CashandCashEquivalents

(494.056)

NETDEBT

(431.569)

591.910

654.397
(494.056)
160.341

On March 31, 2010, Aliansces net debt after financial investments totaled R$ 160.3 million. Excluding
minority interest, net debt came to R$ 119.4 million, including R$ 51.1 million from the acquisition of 30%
of Bangu Shopping, payable in 2013.
DebtProfile Indexes

It is important to emphasize that approximately R$ 292.7 million (43.7% of the


gross debt) is subject to a grace period (principal and interest) in 2010.
Accordingly, financial expenses not disbursed in 2010 (which will be capitalized in
the Company's liabilities) total R$ 40.6 million.

TR
66%
IPCA
25%
CDI
8%

Other
1%

18

TJLP
1%

SHARE PERFORMANCE
On January 29, 2010, the Company raised R$ 450 million through an initial public offering of 50 million
common shares at R$ 9.00 per share, increasing the Companys capital by an identical amount, from R$
466 million to R$ 916 million, comprising 139,467,170 common registered shares with no par value.
Aliansce shares (ALSC3) closed 1Q10 at R$ 10.35, 15% higher than their launch price on the
BM&FBovespa .
Aliansce base=100(29/01/2010)
R$Millions

Base100
150
140
130
120
110
100
90
80
70

ShareholdersBase
ComposioAcionriaAtual

30
25
20
15
10

FreeFloat
FreeFloat
51.26%
51%

GGP
GGP31.44%
32%

5
0
26/3/2010

ALSC3

19/3/2010

12/3/2010

5/3/2010

26/2/2010

19/2/2010

12/2/2010

5/2/2010

29/1/2010

Volume(R$millions)

Ibovespa

19

Mgmt
Administra
1.28%
dores
1%

Gvea
Gvea
Investim.
Investim.
3.35%
3%

Renato
Renato
Rique
Rique
12.67%
13%

GLOSSARY
AdjustedEBITDA:EBITDAcapitalgainsfromthesaleofFIIVPSquotas+thespinoffofShoppingLeblons
result+preoperatingexpenseslawsuits+otherrevenues.
Adjusted FFO (Funds from Operations): net income + depreciation and amortization - non-recurring
expenses and revenues + SWAP effect + non-cash financial expenses + non-cash tax.
Anchor Stores: large, well known stores with special marketing and structural features that attract
consumers, thus ensuring permanent flow and uniform traffic in all areas of the shopping mall.
CPC: Brazilian Accounting Pronouncements Committee.
CRI: Certificate of Real Estate Receivables.
Late payments: the ratio between total earned volume and total revenue received for the same month,
calculated on the last business day of the month.
EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization): net income - operating
costs and expenses + depreciation and amortization.
FIIVPS (Fundo de Investimento Imobilirio Via Parque Shopping): Via Parque Quota Investment Fund,
a real estate investment fund.
GCA: Gross Commercial Area, equivalent to the sum of all the commercial areas of the shopping malls,
i.e. GLA plus the areas of the stores sold.
GLA (Gross Leasable Area): equivalent to the sum of all areas available for leasing in shopping malls,
except for kiosks and sold areas.
Key Money: the amount charged to storeowners for the right to use the projects technical infrastructure,
applicable to contracts with terms higher than 60 months.
Law 11,638: on December 28, 2007, Law 11,638 was enacted with the purpose of including publicly-held
companies in the international accounting convergence process. Consequently, certain financial and
operating results were subject to accounting effects due to the changes introduced by the new Law.
Leasing Spread: the ratio between the average rent of new contracts and the minimum rent earned in the
previous agreement for the same space.
NOI (Net Operating Income): gross revenue of shopping malls (excluding revenue from services) +
parking revenue - rental and service costs + leasing and planning costs + depreciation and amortization.
Occupancy Cost as % of Sales: rent (minimum + percentage) + common charges (excluding specific
charges) + merchandising fund.
Occupancy Rate: the total GLA of a shopping mall divided by the area leased.
Own GLA: refers to total GLA weighted by Aliansces interest in each shopping mall.
PDA: Provision for Doubtful Accounts.
Sales:thedeclaredsalesofstoresineachoftheshoppingmallsinthequarter.
SAR (Same-area rent): the ratio between the rent earned in the same given area in the current versus the
previous year. It does not include Shopping Santa rsula.
SAS (Same-area sales): the ratio between sales in the same given area in the current versus the previous
year. It does not include Shopping Santa rsula.
Satellite Stores: smaller stores with no special marketing and structural features located around the anchor
stores and intended for general retail.
SSR (Same-store rent): ratio between the rent earned in the same given area in the current versus the
previous year. It does not include Shopping Santa rsula.
SSS (Same-store sales): ratio between sales in the same given store in the current versus the previous year.
It does not include Shopping Santa rsula.

20

ATTACHMENTS
Reconciliation of consolidated and managerial financial statements
The Company's managerial financial information was prepared in order to reflect/consolidate Aliansces
interest in Via Parque Shopping in the quarters ended March 31, 2010 and 2009, as well as the spin-off that
led to the exclusion of Shopping Leblon from its portfolio, which only affects the quarter ended March 31,
2009.
For accounting purposes, Aliansces investment in Via Parque Shopping through the FIIVPS is recognized
in the consolidated financial statements as a financial investment. Accordingly, the malls operating results
are not consolidated in Aliansces balance sheet and the investment is recorded at market value as
determined by Law 11,638. For managerial financial information purposes, we have considered Aliansces
69.62% interest in Via Parque Shopping on March 31, 2010 as if it had existed throughout the first quarter
of 2010 and 2009 in order to allow a comparative analysis of results.
Income from Aliansce's interest in Shopping Leblon, held through Cencom and Frascatti, was excluded
from the consolidated managerial figures in order to reflect, in the managerial financial statements of
March 31, 2009, the partial spin-off that occurred in October 2009.
Finally, the managerial financial statements were prepared based on the balance sheets, income statements
and financial reports of the respective companies and developments, as well as assumptions deemed to be
reasonable by the Company's Management, and they should be read in conjunction with the periods
financial statements and respective notes.
Below find the income statement and the reconciliation of consolidated and managerial EBITDA and
adjusted EBITDA for the quarters ended March 31, 2009 and 2010:

21

Cash Flow
AliansceFinancial
Statements

CashFlowStatement

03/31/2010

69.62%ViaParque
03/31/2010

AliansceManagerial
Consolidated
03/31/2010

OperatingActivities
NetProfitfortheperiod
DepreciationandAmortization
Deferredincomeandsocialcontributiontax
RealEstatecreditcertificates
Fairvalueoffinancialderivativesinstruments
Straightlinerentadjustment

10,567
4,404
3,146
15,451
(825)
(1,723)

2,661
117

Resourcesfromincome

31,020

2,778 33,798

Decrease(increase)inassets
Accountsreceivableclients
Accountsreceivable
Taxesrecoverable
Advances
Othercredits
Relatedpartytransactions

39,271
7,905
30,819
(131)
1,327
500
(1,149)

218
263

(7)
25
(63)

39,489
8,168
30,819
(138)
1,352
437
(1,149)

Increase(decrease)inliabilities
Suppliers
Taxesandcontributionspayable
Deferredtaxes
Otherobligations
DeferredRevenue
Relatedpartytransactions

(6,457)
(8,681)
3,675
(5,395)
(1,632)
5,893
(317)

1,852
(1)
(81)

(605)

2,539

(4,605)
(8,682)
3,594
(5,395)
(2,237)
5,893
2,222

NetCashGeneratedinOperatingActivities
InvestmentActivities

63,834

4,848 68,682

Investmentsinsecurites
Investmentinproperties
Obligationforpurchaseofassets
Increaseofintangibleasset

(427,882)
(41,534)
(30,000)
(213)

(5,625)
(310)

NetCashUsedinInvestmentActivities

(499,628) (5,935) (505,563)

FinancingActivities
Capitalincrease
Stockissueexpenses
IncreaseinLoansandfinancing
DecreaseinRealEstatereceivablecertificates

450,000
(21,622)
26,139
(16,486)

450,000
(21,622)
26,139
(16,486)

NetCashGeneratedinFinancingActivities

438,031

438,031

Increase(Decrease)inCashandCashEquivalents

2,237

(1,087) 1,150

CashandCashEquivalentsattheendofthePeriod
CashandCashEquivalentsatthebeginningofthePeriod

11,664
9,427

926 12,590
2,013 11,440

IncreaseinCashandCashEquivalents

2,237

(1,087) 1,150

22

13,228
4,521
3,146
15,451
(825)
(1,723)

(433,507)
(41,844)
(30,000)
(213)

Balance Sheet
ManagerialBalanceSheet

AliansceFinancialStatements

69.62%ViaParque

ConsolidationCrossoff

03/31/2010(*)

12/31/2009

03/31/2010(*)

12/31/2009

03/31/2010(*)

12/31/2009

Current
Cashandcashequivalents
Accountsreceivable
Securities
Taxesrecoverable
Advancestothirdparties
Amountsreceivable
Otherreceivables
TotalCurrentAssets

11,664
26,051
481,466
3,598
519

1,839
525,137

9,427
32,244
47,844
3,467
1,848
30,000
3,150
127,980

926
1,771

77
38

694
3,506

2,013
2,258

72
68

222
4,633

NonCurrent
Accountsreceivable
Securities
Amountsreceivable
Judicialdeposits
Relatedpartytransactions
Deferredtaxes
Otherreceivables
Investments
Property,plantandequipment
Propertyforinvestments
Intangibleassets

1,009
145,506
139
432
19,848
20,210
4,053
172
1,095
986,632
217,954

998
145,506
958

18,699
17,783
3,314
173
1,073
946,920
217,765

53,138

52,894

(145,506)

TotalNoncurrentAssets
TotalAssets

1,397,050
1,922,187

1,353,189
1,481,169

53,138
56,644

35,905
19,426
12,436
3,261
7,156
7,190
6,238

35,273
11,720
21,117
4,981
37,156
7,190
7,429

AliansceManagerialConsolidated
03/31/2010(*)

12/31/2009

12,590
27,822
481,466
3,675
557

2,533
528,643

11,440
34,502
47,844
3,539
1,916
30,000
3,372
132,613

(145,506)

1,009

139
432
19,848
20,210
4,053
172
1,095
1,039,770
217,954

998

958

18,699
17,783
3,314
173
1,073
999,814
217,765

52,894
57,527

(145,506) (145,506) 1,304,682


(145,506) (145,506) 1,833,325

1,260,577
1,393,190

22

36

22

1,044

35,905
19,426
12,458
3,261
7,156
7,190
6,274

35,273
11,720
21,139
4,981
37,156
7,190
8,473

ASSETS

LIABILITIES
Current
Loansandfinancing
Realestatecreditnote
Suppliers
Taxesandcontributionspayable
Obligationsforpurchaseofassets
Dividendspayable
Others
TotalCurrentLiabilities
NonCurrentLiabilities
Loansandfinancing
Realestatecreditnote
Obligationsforpurchaseofassets
Relatedpartytransactions
Deferredincome
Provisionforcontingencies
Derivativefinancialinstruments
Deferredincomeandsocialcontributiontax
Otherliabilities
TotalNonCurrentLiabilities

91,612

124,866

58

1,066

91,670

125,932

110,456
430,385
51,069
31,481
54,033
10,057
11,514
63,130
6,538
768,663

81,713
410,134
50,000
31,801
48,140
9,356
12,340
55,606
36,541
735,631

3,015

1,179

4,194

1,235

1,235

(44,220)

(44,220)

(41,901)
(124)
(42,025)

110,456
430,385
51,069
34,496
54,033
11,236
11,514
18,910
6,538
728,637

81,713
410,134
50,000
31,801
48,140
10,591
12,340
13,705
36,417
694,841

Shareholders'Equity
Capital
()IPOexpenses
CapitalReserve
LegalReserve
Reserveforinvestments
Accumulatedprofit(losses)
Equityevaluationadjustment
Sharesacquisitionnoncontrolling/minorityinterest
MinorityInterest

916,342
(21,622)
2
1,514
25,998
9,365
66,958
9,052
54,303

466,342

2
1,514
25,998

63,169
9,052
54,595

55,528

(3,136)

55,528

(302)

(55,528)

40,448
(86,206)

(55,528)

34,464
(82,417)

916,342
(21,622)
2
1,514
25,998
46,677
(19,248)
9,052
54,303

466,342

2
1,514
25,998
34,162
(19,248)
9,052
54,595

TotalShareholders'Equity

1,061,912

620,672

52,392

55,226

(101,286) (103,481) 1,013,018

572,417

Totalliabilitiesandshareholders'equity
1,922,187
(*)AliansceConsolidatedfinancialinformationcontemplatestheeffectsofIFRS.

1,481,169

56,644

57,527

(145,506) (145,506) 1,833,325

1,393,190

23

Comparison of the consolidated and managerial financial statements for the periods
ended March 31, 2009 and 2010:
ConsolidatedFinancialStatements

1Q10

1Q09

1Q10/1Q09%

(AmountsinthousandsofReais,exceptpercentages)
46,260
34,063
35.8%
(3,799)
(2,565)
48.1%

Grossrevenuefromrentalandservices
Taxesandcontributionsandotherdeductions
Netrevenues
Costofrentalsandservices
Grossincome
Operatingincome/expenses
Administrativeandgeneralexpenses
Equityincome
DepreciationandAmortizationexpenses
Otheroperatingincome/(expenses)
Financialincome/(expenses)
Netincome/(loss)beforetaxesandminorityinterest
Currentincomeandsocialcontributiontaxes
Deferredincomeandsocialcontributiontaxes

42,461
(12,325)
30,136
(7,820)
(7,219)

(76)
(525)
(6,520)
15,796
(2,083)

31,498
(11,409)
20,089
(5,818)
(5,406)
1,331
(82)
(1,661)
(2,793)
11,478
(2,721)

34.8%
8.0%
50.0%
34.4%
33.5%
100.0%
7.3%
68.4%
133.4%
37.6%
23.4%

(3,146)

(1,632)

92.8%

MinorityInterest
Netincome/(loss)fortheperiod

(1,053)
9,514

(809)
6,316

30.2%
50.6%

ManagerialFinancialInformation

1Q10

1Q09

1Q10/1Q09%

(AmountsinthousandsofReais,exceptpercentages)
Grossrevenuefromrentalandservices
Taxesandcontributionsandotherdeductions
Netrevenues
Costofrentalsandservices
Grossincome

50,885
(3,839)
47,046
(14,009)
33,037

Operatingincome/expenses
Administrativeandgeneralexpenses
Equityincome
DepreciationandAmortizationexpenses
Otheroperatingincome/(expenses)

(7,820)
(7,219)

(76)
(525)

38,662
(2,595)
36,067
(13,288)
22,779

31.6%
47.9%
30.4%
5.4%
45.0%

(7,586)
(5,401)
133
(71)
(2,247)

3.1%
33.7%
100.0%
7.0%
76.6%

Financialincome/(expenses)

(6,515)

(2,813)

131.6%

Netincome/(loss)beforetaxesandminorityinterest
Currentincomeandsocialcontributiontaxes

18,702
(2,083)

12,380
(2,708)

51.1%
23.1%

Deferredincomeandsocialcontributiontaxes
MinorityInterest
Netincome/(loss)fortheperiod

(3,146)
(1,053)
12,420

(1,632)
(809)
7,231

92.8%
30.2%
71.8%

Note: The March/09 income statement includes the consolidation of 69.62% of the investment in Via Parque
Shopping and excludes 70% of Shopping Leblons result.

24

KPMG Auditores Independentes


Av. Almirante Barroso, 52 - 4
20031-000 - Rio de Janeiro, RJ - Brasil
Caixa Postal 2888
20001-970 - Rio de Janeiro, RJ - Brasil

Central Tel
Fax
Internet

55 (21) 3515-9400
55 (21) 3515-9000
www.kpmg.com.br

Review report on Quarterly Information


(A free translation of the original report in Portuguese, as filed with the Brazilian Securities and
Exchange Commission - CVM, prepared in accordance with the accounting practices adopted in
Brazil, rules of the CVM and the International Financial Reporting Standards - IFRS)
To
The Board of Directors and Shareholders of
Aliansce Shopping Centers S.A.
Rio de Janeiro - RJ
1. We have reviewed the accounting information included in the individual Quarterly
Information - ITR of Aliansce Shopping Centers S.A. (The Company), comprising the
balance sheet and statements of operations, comprehensive income, changes in shareholders
equity and cash flows and the consolidated Quarterly Information of this Company and its
subsidiaries, comprising the consolidated balance sheet and the consolidated statements of
operations, comprehensive income, changes in shareholders equity and cash flows, both
referring to the quarter ended March 31, 2010, which includes the explanatory notes and the
performance report, which are the responsibility of its management.
2. Our review was performed in accordance with the review standards established by
IBRACON - The Brazilian Institute of Independent Auditors and the Federal Accounting
Council - CFC, which comprised, mainly: (a) inquiry and discussion with the management
responsible for the accounting, financial and operational areas of the Company and its
subsidiaries, regarding the main criteria adopted in the preparation of the Quarterly
Information; and (b) review of the information and subsequent events, which have, or may
have, a material effect on the financial and operational position of the Company and its
subsidiaries.
3. Based on our review, we are not aware of any material change that should be made to the
accounting information contained in the individual Quarterly Information of Aliansce
Shopping Centers S.A. referred to above, for them to be in accordance with accounting rules
adopted in Brazil, notably the technical pronouncement CPC 21 - Interim Financial Reporting
and rules issued by the Brazilian Securities Commission - CVM applicable to the preparation
of the Quarterly Information.
4. Based on our review we are also not aware of any material change that should be made to the
accounting information contained in the consolidated Quarterly Information of Aliansce
Shopping Centers S.A. and its subsidiaries referred to above, for them to be in accordance
with the International Financial Reporting Standards (IFRS), notably the standard IAS 34 Interim Financial Reporting, issued by International Accounting Standards Board (IASB),
and rules issued by the Brazilian Securities Commission - CVM, applicable to the preparation
of the Quarterly Information.

25
KPMG Auditores Independentes, uma sociedade simples brasileira e
firma-membro da rede KPMG de firmas-membro independentes e
afiliadas KPMG International Cooperative (KPMG International),
uma entidade sua.

KPMG Auditores Independentes, a Brazilian entity and a member firm


of the KPMG network of independent member firms affiliated with
KPMG International Cooperative (KPMG International), a Swiss
entity.

5. As mentioned in explanatory note 3, during the year 2009, CVM approved several
Pronouncements, Interpretations and Technical Orientations issued by the Accounting
Pronouncements Committee (CPC) which are effective for 2010, and changed the accounting
practices adopted in Brazil. These changes were adopted by the Company and its subsidiaries
in the preparation of the individual Quarterly Information of the Company for the quarter
ended March 31, 2010 and disclosed in explanatory note 3. The individual Quarterly
Information are being restated and, therefore, are different from those originally stated by the
Company including our review report, dated May 07, 2010. The individual Quarterly
Information related to the year and period of 2009, presented for comparison purposes, were
adjusted to include the changes in accounting practices adopted in Brazil in force for 2010.
6. As mentioned in explanatory note 3, the Company and its subsidiaries started to present from
2010 on, consolidated Quarterly Information in accordance with International Financial
Reporting Standards - IFRS, notably the standard IAS 34 - Interim Financial Reporting,
issued by the IASB. The consolidated Quarterly Information of the Company and its
subsidiaries related to the year and period ended 2009, prepared in accordance with the
mentioned International Accounting Standards, are being presented for comparison purposes.
7. Our review was performed to issue a report on the review of the accounting information
included in the individual Quarterly Information of this Company as mentioned in the first
paragraph, taken as a whole. The individual and consolidated Statements of Value Added
(DVA), required by Brazilian corporate law, are not required by the International Accounting
Standards issued by the IASB and are being presented for purposes of additional analysis.
This supplementary information has been submitted to the same review procedures applied to
the accounting information included in the Quarterly Information of the Company, and based
on our review, we are not aware of any material changes that should be made for it to be in
accordance with the accounting information included in the Quarterly Information mentioned
in the first paragraph, taken as a whole.

Rio de Janeiro, May 10, 2011

KPMG Auditores Independentes


CRC-SP-014428/O-6-F-RJ

Original in Portuguese signed by


Marcelo Luiz Ferreira
Accountant CRC RJ-087095/O-7

26

Aliansce Shopping Centers S.A.


(Publicly-held company)

Balance sheets
March 31, 2010 and December 31, 2009
(In thousands of Reais)

Aliansce
Consolidated - IFRS
Assets
Current assets
Cash and cash equivalents
Securities
Accounts receivable
Dividends receivable
Recoverable taxes
Advances to third-parties
Amounts receivable
Other receivables

Note

7
8
9

3/31/2010
Re-pres.

12/31/2009

Aliansce
Parent company - BR GAAP
3/31/2010
Re-pres.

12/31/2009

11,664
481,466
26,051
3,598
519
1,839

9,427
47,844
32,244
23
3,467
1,847
30,000
3,127

2,367
446,581
2,913
2,926
1,051
46
589

1,654
22,649
5,910
3,256
687
1,088
30,000
3,137

525,137

127,979

456,473

68,381

Aliansce
Consolidated - IFRS
Liabilities
Current liabilities
Loans and financing
Real estate credit note
Suppliers
Taxes and contributions payable
Obligations for purchase of assets
Related party transactions
Dividends payable
Other liabilities

Note

15
16
17
18
19

3/31/2010
Re-pres.

12/31/2009

Aliansce
Parent company - BR GAAP
3/31/2010
Re-pres.

12/31/2009

35,905
19,426
12,436
3,261
7,156
3
7,190
6,235

35,273
11,720
21,117
4,981
37,156
7,190
7,428

31,987
14,642
2,531
158
3
7,190
1,384

31,825
7,336
2,025
143
7,190
1,963

91,612

124,865

57,895

50,482

110,456
430,385
51,069
31,481
54,033
9,625
11,514
63,130
6,538

81,713
440,134
50,000
31,801
48,140
9,356
12,340
55,607
6,541

17,778
82,698
51,343
2,184
11,514
44,026
56,197
7,073

24,444
90,680
54,189
2,035
12,340
41,949
54,701
6,433

768,231

735,632

272,813

286,771

916,342
(21,622)
2
1,514
25,997
9,514
66,810
9,052

466,342
2
1,514
25,997
63,169
9,052

916,342
(21,622)
2
1,514
25,997
9,514
66,810
9,052

466,342
2
1,514
25,997
63,169
9,052

Non-current liabilities
Non-current assets
Accounts receivable
Securities
Deferred income and social contribution taxes
Amounts receivable
Judicial deposits
Related party transactions
Other receivables
Investments
Investment property
Fixed assets for use
Intangible assets

9
8
22
21
10
11
13
12
14

1,009
145,506
20,210
139
19,848
4,053
172
986,632
1,095
217,954

998
145,506
17,783
958
18,699
3,314
173
946,920
1,073
217,765

145,506
6,138
8
4,341
691
665,512
992
58,656

145,506
6,215
8
4,920
766
618,009
982
58,542

1,396,618

1,353,189

881,844

834,948

Loans and financing


Real estate credit note
Obligations for purchase of assets
Related party transactions
Deferred income
Provision for contingencies
Derivative financial instruments
Deferred income and social contribution tax
Debentures
Other liabilities

Shareholders' equity
Capital
Expenses with issuing of shares
Capital reserve
Legal reserve
Profit reserve
Options granted exercised
Retained earnings (loss)
Equity evaluation adjustment
Transactions with shareholders
Shareholders' equity attributable to controlling shareholders
Non-controlling interest

Total assets

1,921,755

1,481,168

1,338,317

903,329

15
16
19
10
20
21
22
23

24

1,007,609

566,076

1,007,609

566,076

54,303

54,595

Total shareholders' equity

1,061,912

620,671

1,007,609

566,076

Total liabilities and shareholders' equity

1,921,755
-

1,481,168
-

1,338,317
-

903,329
-

See the accompanying notes to the financial statements.

27

Aliansce Shopping Centers S.A.


(Publicly-held company)

Statements of income
Quarters ended March 31, 2010 and 2009
(In thousands of Reais, except net income per share)

Aliansce Consolidated IFRS

Aliansce Parent company BRGAAP

Note

3/31/2010
Re-pres.

3/31/2009
Re-pres.

3/31/2010
Re-pres.

3/31/2009
Re-pres.

Net revenue from rental and services

27

42,461

31,498

14,491

13,161

Cost of rentals and services

28

(12,325)

(11,409)

(10,104)

(9,361)

30,136

20,089

4,387

3,800

(7,156)
(140)
(524)

(5,385)
1,331
(103)
(1,661)

(5,999)
12,680
(43)
(626)

(4,601)
10,497
(22)
(1,425)

(7,820)

(5,818)

6,012

4,449

(19,478)
12,958

(12,034)
9,241

(8,875)
8,194

(5,485)
4,060

(6,520)

(2,793)

(681)

(1,425)

15,796

11,478

(5,229)
(2,083)
(3,146)

(4,353)
(2,721)
(1,632)

10,567

7,125

9,514

6,316

9,514
1,053

6,316
809

9,514
-

6,316
-

10,567

7,125

9,514

6,316

Gross income
Operating income (expenses)
Administrative and general expenses
Equity in income of subsidiaries and associated companies
Legal and tax expenses
Other operating income (expenses)

Financial income (loss)


Financial expenses
Financial income

29

30

Net income before taxes


Total income and social contribution taxes
Current income and social contribution taxes
Deferred income and social contribution taxes
Net income for the year
Income attributable to:
Controlling shareholders
Non-controlling shareholders
Net income for the year

9,718
(204)
(204)

6,824
(508)
(508)

Net earnings per share - basic (in R$)

33

0.0972

0.2863

0.0972

0.2863

Net earnings per share - diluted (in R$)

33

0.0972

0.2863

0.0972

0.2863

See the accompanying notes to the financial statements.

28

Aliansce Shopping Centers S.A.


(Publicly-held company)

Statements of comprehensive income


Quarters ended March 31, 2010 and 2009
(In thousands of Reais)

Aliansce Consolidated
Note
Net income for the period
Other comprehensive income:
Gross variation in the fair value of financial assets available for sale
Income and social contribution taxes on other comprehensive income

Total comprehensive income

See the accompanying notes to the financial statements.

29

Aliansce

3/31/2010

3/31/2009

3/31/2010

3/31/2009

9,514

6,316

9,514

6,316

5,740
(2,099)

5,740
(2,099)

3,641

3,641

13,155

6,316

13,155

6,316

Aliansce Shopping Centers S.A.


(Publicly-held company)

Statements of changes in shareholders' equity


Quarters ended March 31, 2010 and 2009
(In thousands of Reais)

Aliansce Consolidated

Capital
reserve

Capital
Balances at January 1, 2009

Legal
reserve

Equity
evaluation
adjustment

Transactions with
shareholders

Retained
earnings
(loss)

Minority
interest

Total

Total

552,080

53,195

(4,371)

600,904

47,822

648,726

6,316

6,316

809

7,125

6,316

6,316

809

7,125

4,111

4,111

552,080

53,195

1,945

607,222

52,742

659,964

Net income for the period

Transactions with non-controlling shareholders


Balances at March 31, 2009 (Re-presentation)

Expenditure
with issuance
of shares

Profit reserve
Unrealized
profit
Profit
reserve
retention

Aliansce Consolidated

Capital
reserve

Capital

Balances at January 1, 2010

Net income for the period

Other comprehensive income


Gross variation in the fair value of financial assets available for sale
Income and social contribution taxes on other comprehensive income
Total other comprehensive income
Transactions with shareholders directly
Capital increase
Expenditure with issuance of shares

Transactions with non-controlling shareholders


Balances at March 31, 2010 (Re-presentation)

Expenditure
with issuance
of shares

Legal
reserve

Profit reserve
Unrealized
profit
Profit
reserve
retention

Transactions with
shareholders

Retained
earnings
(loss)

63,169

9,052

566,076

54,595

620,671

9,514

9,514

1,053

10,567

9,514

9,514

1,053

10,567

Minority
interest

Total

Total

466,342

1,514

25,997

450,000
-

(21,622)

450,000
(21,622)

450,000
(21,622)

450,000

(21,622)

428,378

428,378

1,514

25,997

66,810

9,052

9,514

1,007,609

916,342

(21,622)

See the accompanying notes to the financial statements.

30

Equity
evaluation
adjustment

5,740
(2,099)

5,740
(2,099)

5,740
(2,099)

3,641

3,641

3,641

(1,345)
54,303

(1,345)
1,061,912

Aliansce Shopping Centers S.A.


(Publicly-held company)

Statements of cash flows


Quarters ended March 31, 2010 and 2009
(In thousands of Reais)

Aliansce
Consolidated - IFRS
3/31/2010
Operational activities
Net income for the period
Adjustments to net income arising from:
Rent - Linear
Depreciation and amortization
Equity in income of subsidiaries
Income (loss) in investments
Interest appropriation / monetary variations on financial operations
Fair value of derivative financial instruments
Deferred income and social contribution taxes

Aliansce - BRGAAP

3/31/2009

3/31/2010

3/31/2009

10,567

7,125

9,514

6,316

(1,723)
4,404
15,451
(825)
3,146

(1,524)
4,839
(1,331)
(586)
11,610
1,632

(265)
670
(12,680)
7,195
(825)
204

(711)
1,021
(10,497)
388
3,872
508

31,020

21,765

3,813

897

7,905
30,819
500
(131)
1,327
(1,149)

4,400
1
(2,050)
(584)
(53)
(5,174)

3,262
30,000
2,882
(364)
1,042
579

1,267
1,249
(583)
(23)
446

39,271

(3,460)

37,401

2,356

(8,681)
3,675
(5,395)
(1,632)
5,893
(317)

(4,761)
4,241
(4,154)
4,029
1,843
(50)

506
360
(345)
(579)
149
(2,843)

(750)
685
(635)
(323)
368
26,650

(6,457)

1,148

(2,752)

25,995

4,257

63,834

19,453

42,719

29,248

(86)
(41,448)
1
(427,882)
(30,000)
(213)

(186)
(43,985)
(425)
(29,513)
(1,440)
(2,588)

(71)
(39,186)
(418,192)
(127)

(174)
(14,354)
15,629
-

(499,628)

(78,137)

(457,576)

1,101

Financing activities
Capital increase
Expenditure with issuance of shares
Payment of interests of loans and financing
Payment of principal of loans and financing
Payment of interest of Real Estate Credit Notes (CCI)
Payment of principal of Real Estate Credit Notes (CCI)
Loans and financing
Issue of Real Estate Credit Notes
Issuance of debentures

450,000
(21,622)
(1,812)
(7,149)
(12,850)
(1,544)
35,100
(2,092)
-

1
(5,819)
(77,404)
(1,131)
11,744
132,090
-

450,000
(21,622)
(1,180)
(6,666)
(2,124)
(1,543)
(1,295)
-

(5,001)
(76,667)
828
(556)
50,166

Net cash generated (consumed) in financing activities

438,031

59,481

415,570

(31,230)

2,237

797

713

(881)

11,664
9,427

9,577
8,780

2,367
1,654

2,237

797

713

(881)

Increase (decrease) in assets


Trade accounts receivable
Amounts receivable
Other receivables
Recoverable taxes
Advances
Increase in judicial deposits
Related party transactions

Increase (decrease) in liabilities


Suppliers
Taxes and contributions payable
Taxes paid
Other liabilities
Deferred income
Increase (decrease) in related party transactions

Dividends received
Net cash generated in operational activities
Investment activities
(Purchase) of property, plant and equipment
(Acquisition) of investment property
(Acquistion) of investments
(Investment in)/Redemption of securities
(Payment)/ formation of obligations for purchase of assets
Acquisition of intangible assets

Net Increase (decrease) in cash and cash equivalents

Balance of cash and cash equivalents at the end of the period


Balance of cash and cash equivalents at the beginning of the period
Net Increase (decrease) in cash and cash equivalents

See the accompanying notes to the financial statements.


31

1,883
2,764

Aliansce Shopping Centers S.A.


(Publicly-held company)

Statements of added value


Quarters ended March 31, 2010 and 2009
(In thousands of Reais)

Aliansce
Consolidated - IFRS
3/31/2010
Revenues
Gross income from rental and services
Allowance for doubtful accounts
Other income

3/31/2009

Aliansce - BRGAAP
3/31/2010

3/31/2009

42,461
(1,103)
-

31,497
(789)
586

14,491
(477)
-

13,161
(509)
(388)

41,358

31,294

14,014

12,264

(6,870)
(3,626)

(4,432)
(17,114)

(9,030)
(2,942)

(7,884)
(9,517)

(10,496)

(21,546)

(11,972)

(17,401)

Retentions
Depreciation and amortization

(3,493)

(3,847)

(73)

(53)

Net added value generated by the Company

27,369

5,901

1,969

(5,190)

Added value received as transfer


Equity income (loss)
Financial income

12,958

1,331
9,241

12,680
8,194

10,497
4,060

12,958

10,572

20,874

14,557

40,327

16,473

22,843

9,367

3,885
2,302
1,583

3,299
2,252
1,047

3,533
1,950
1,583

3,246
2,199
1,047

5,369
5,369

4,478
4,478

247
247

530
530

Lenders
Interest and other financial expenses
Rents

19,711
19,478
233

12,285
12,034
251

8,995
8,875
120

5,616
5,485
131

Remuneration of own capital


Dividends
Retained earnings

11,362

(3,589)

10,068

(25)

11,362

(3,589)

10,068

(25)

40,327

16,473

22,843

Inputs acquired by third parties (include ICMS and IPI)


Cost of rentals and services
Materials, energy, outsourced services and other operating expenses

Total added value payable


Distribution of added value
Employees
Salaries and payroll charges
Management fees
Taxes
Federal/Municipal

See the accompanying notes to the financial statements.

32

9,367

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


Quarter ended on March 31, 2010
(In thousands of Reais)

Operations
a) Controlling interest
Aliansce Shopping Centers S.A. ("Aliansce" or "Company"), headquartered in Brazil, with
head offices in Rio de Janeiro, is a publicly-held company formed by the joint venture
between Renato Rique (individual) and General Growth Properties, Inc. ("GGP"), owner of
shopping malls and administrator of own and third party ventures in the United States of
America that, as strategic investigators, they have extensive experience in the development
and management of shopping centers. The principal shareholders are represented by Rique
Empreendimentos e Participaes Ltda. and GGP Brazil I L.L.C., besides an institutional
investor with a strong reputation in the financial market, GBP I Fundo de Investimento em
Participaes ("GBPFIP"), managed by GIF Gesto de Investimentos e Participaes Ltda.
("GIF Gesto").
The Company's main activity is to participate directly or indirectly in the economic
exploration of commercial centers, shopping centers and alike, and it may take part in other
companies in the capacity of partner or shareholder, as well as the render of commercial
advisory services, management of shopping centers and condominium management in
general.

b) Corporate events that occurred in the first quarter of 2010


On January 29, 2010 the Company received R$ 450,000 by means of a public share offering
with the issue of 50 million new common shares, at an underwriting price of R$ 9.00,
resulting in an equity capital increase by the Company in the same amount, from R$ 466,342
to R$ 916,342, composed of 139,467,170 common registered shares with no par value.
Expenses with issuance of these new shares totaled R$ 20,622, and were dully recorded in a
reducing account of the Company's capital.

33

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Company's entities
The consolidated financial statements include information from the Company and the following
subsidiary and affiliated companies:
Equity interest
Relevant subsidiaries
Nibal Participaes Ltda.
Albarpa Participaes Ltda.
Shopping Boulevard S.A.
Shopping Boulevard Belm S.A.
Yangon Participaes Ltda.
BSC Shopping Centers S.A.
Alsupra Participaes Ltda.
Acapurana Participaes Ltda.
Manati Empreendimentos e Participaes S.A.
SCGR Empreendimentos e Participaes S.A
Haleiwa Empreendimentos Imobilirios Ltda.
2008 Empreendimentos Comerciais S.A.
RRSPE Empreendimentos e Participaes Ltda.
Aliansce Estacionamentos Ltda.
Aliansce Services - Servios Administrativos Gerais
Aliansce Assessoria Comercial Ltda.
Niad Administrao Ltda.

03/31/2010

12/31/2009

99.99%
99.99%
70.00%
75.00%
99.99%
100.00%
99.99%
99.99%
50.00%
50.00%
50.00%
50.00%
99.99%
99.99%
99.99%
100.00%
100.00%

99.99%
99.99%
70.00%
75.00%
99.99%
100.00%
99.99%
99.99%
50.00%
50.00%
50.00%
50.00%
99.99%
100.00%
100.00%

Presentation of quarterly information


Individual and consolidated quarterly information of the Company for the quarter ended March
31, 2010 is being re-submitted as required by CVM Resolution 603/2009, for the purposes of
adopting the new CPC pronouncements, interpretations and guidance issued in 2009.

34

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The Company and its subsidiaries started presenting, as of the year 2010, their individual and
consolidated Quarterly information in accordance with the CPC 21 - Interim Statements and IAS
34 - Interim Financial Reporting pronouncements, respectively. The Quarterly Information for
the year and period of 2009, presented for comparative purposes, are being re-submitted on the
same bases.
The Consolidated Quarterly Information is being presented according to international financial
reporting standards ("IFRS") issued by the International Accounting Standards Board - IASB,
and the Individual Quarterly Information is being submitted according to accounting practices
adopted in Brazil, in compliance with the provisions contained in the Corporation Law, and
incorporates the changes introduced through Law n 11638/2007 and 11941/2009, supplemented
by the new pronouncements, interpretations and guidelines of CPC, issued in 2009, approved by
resolutions of CFC, and according to rules of the Brazilian Securities Commission (CVM).
Note 3.2 shows the reconciliation of shareholders' equity and statement of income (Consolidated
and of Aliansce) with the corresponding amounts due to the impacts of IFRS and CPC for the
quarter ended March 31, 2010.

Financial statements of 2009


Up to December 31, 2009, the Company presented its individual and consolidated financial
statements in accordance with the accounting practices adopted in Brazil, which embodied the
changes introduced by Laws 11638/2007 and 11941/2009 (Provisional Act 449/2008),
complemented by the pronouncements of the Accounting Pronouncements Committee (CPC),
approved by resolutions of the Federal Accounting Council (CFC) and rules issued by the
Brazilian Securities Commission (CVM) through December 31, 2008.
As established in CVM Resolution 609/2009 (CPC 37 - First-time Adoption of the International
Accounting Standards), the international standards were applied retrospectively to January 1,
2009. Therefore, the financial statements originally disclosed were adjusted and are presented in
accordance with the international accounting standards.

35

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

3.1 Transition of the accounting practices


In compliance with the convergence of accounting practices adopted in Brazil to international
accounting standards (IFRS), the Company presents below the main impacts produced on the
consolidated financial statements:

Interest capitalization - CPC 20


Capitalization of interest on the loans taken out by the Company, where the funds were
earmarked for the development of new assets and expansions of operating ventures, even
if not earmarked. The interest now recorded in financial expense was reclassified to
investment property in the amount of R$10,153 in 2009 and R$ 3,368 and R$ 3,314 on
March 31, 2010 and 2009, respectively.

CPC 15 - Business combination and ICPC 09 - Individual financial statements,


separate statements, consolidated statements, and use of the equity accounting method.
For the acquisition of non-controlling interest, the Company measured the fair value of
all assets and liabilities regarding non-controlling interest acquired as of January 1, 2009,
and recognized the goodwill/negative goodwill of such acquisition directly in
Shareholders' equity, as a transaction among shareholders.
The acquisition of non-controlling interest by the Company had the following effects:
-

Transfer of goodwill recorded in intangible assets (future profitability) for investment


property in the amount of R$43,850 in 2009;

Recognition of goodwill by means of the difference between the fair value and the
book value determined in the acquisition of investments in associated companies and
subsidiaries, with an impact in Investment property in the amount of R$57,565 and
R$9,052, respectively, as a contra entry in Shareholders' equity.

36

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Write-off of deferred assets and elimination of the amortization of deferred charges


- CPC 37
The Company eliminated the net balances of deferred assets as well as the amortization
of deferred charges accounted for in net income, as follows:
-

Reversal of the net balance of deferred charges for alignment of equity valuation
adjustment in the amount of R$19,248 on January 1, 2009;

Reversal of the amortization of deferred charges in the amount of R$3,080 in 2009


and R$ 804 and R$558 on March 31, 2010 and 2009, respectively.

3.2 Reconciliation of shareholders' equity and statement of income


We present below the amounts corresponding to the impacts generated by Consolidated and
Aliansce's information in the shareholders' equity and statement of income for the quarter
ended March 31, 2010, corresponding to the changes introduced by IFRS and CPCs. It is
worth mentioning that the effects on the balance sheet of 2009 and of the first quarter of 2010
are already reflected in the presentation of the quarterly information.

37

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Shareholders' equity
Consolidated

Shareholders' equity before IFRS


adjustments
Reclassification - initial adoption
Write-off of deferred assets
Amortization of goodwill arising from the
fair value of investment
Borrowing Cost
Review of the useful life calculation of
assets
Bargain in Purchase regarding adoption of
ICPC 09
Interest of non-controlling shareholders
Shareholders' equity after IFRS
adjustments

Parent company

03/31/2010

12/31/2009

03/31/2010

12/31/2009

1,007,361
(950)
(13,472)

568,810
(950)
(13,095)

1,010,396
(17,457)

571,844
(17,079)

(3,227)
6,548

(2,618)
4,878

(3,227)
6,548

(2,618)
4,878

2,297

2,297

9,052
54,303

9,052
54,595

9,052
-

9,052
-

1,061,912

620,671

1,007,609

566,076

38

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Statement of income
Consolidated

Net income for the period before IFRS


adjustments
Reclassification - initial adoption
Reversal of the amortization of deferred
charges
Amortization of goodwill arising from the
fair value of investment
Review of the useful life of the assets
Borrowing Costs - CPC 20
Net income for the period after IFRS
adjustments

Parent company

03/31/2010

03/31/2009

03/31/2010

03/31/2009

5,693
-

4,883
146

5,385
-

4,639
-

804

558

778

656

(618)
2,465
2,223

(654)
2,188

(616)
1,670

(655)
1,672

10,567

7,121

9,514

6,312

Summary of significant accounting policies


The other accounting practices adopted by the Company that did not undergo changes in relation
to the year 2009, are presented below:

a. Statement of income
Income and expenses are recognized on the accrual basis.
Revenue from services rendered is recognized in the statement of income in proportion to the
stage of completion of the service. Income is not recognized if there are significant
uncertainties as to its realization.
With the adoption of CPC 06 - Lease operations, operating rental revenue started being
recognized by the straight-line method, based on the terms of rental agreements.

39

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

b. Accounting estimates
The preparation of the financial statements in accordance with accounting practices adopted
in Brazil requires that Company's Management uses its judgment in determining and
recording accounting estimates. Assets and liabilities subject to these estimates and
assumptions include, when applicable, provision for impairment of assets, allowance for
doubtful accounts, deferred tax assets, provision for contingencies, and measurement of
financial instruments. The settlement of transactions involving these estimates may result in
significantly different amounts due to the lack of precision inherent to the process of their
determination. The Company reviews the estimates and assumptions at least once a year.

c. Financial instruments
Non-derivative financial instruments include interest earning bank deposits, investments in
debt and equity instruments, accounts receivable and other receivables, including cash and
cash equivalents, loans and financing, as well as other accounts payable and other debts.
Non-derivative financial instruments are initially recognized at fair value plus, for
instruments that are not stated at fair value through profit or loss, any directly attributable
transaction costs. After the initial recognition, the non-derivative financial instruments are
measured as described below.

Financial instruments at fair value through profit or loss


An instrument is classified by fair value through profit or loss if it is held for trading, that
is, stated as such when initially recognized. Financial instruments are stated at fair value
through profit or loss if the Company manages these investments and makes decisions on
investment and redemption based on fair value according to the strategy of investment
and risk management documented by the Company. After the initial recognition, the
attributable transaction costs are recognized in profit or loss when incurred. Financial
instruments at fair value through profit or loss are measured at fair value, and their
fluctuations are recognized in profit or loss.

40

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Instruments held to maturity


These are non-derivative assets with fixed or determinable payments, with defined
maturities for which the Company has the positive intention and capacity to hold its debt
instruments until maturity, these are classified as held to maturity. Investments held to
maturity are measured by the amortized cost using the effective interest rate method,
deducting any reductions in their recoverable value.

Instruments available for sale


The investments of the Company in equity instruments and certain assets relating to debt
instruments are classified as available for sale. Subsequent to initial recognition, they are
valued at fair value and their fluctuations, excepting reductions in their recoverable value,
and the differences in foreign currency of these instruments, are recognized directly in
shareholders' equity, net of tax impacts. When an investment fails to be recognized, the
gain or loss accumulated in shareholders' equity is transferred to result.

d. Loans and receivables


Loans and receivables should be measured at amortized cost using the effective interest rate
method, reduced by any reductions in the recoverable value.

e. Derivative financial instruments


The Company holds derivative financial instruments to hedge risks relating to interest rate.
Derivatives are initially recognized at their fair value, and the attributable transaction costs
are recognized in profit or loss when incurred. After the initial recognition, derivatives are
measured at fair value and changes are accounted for in profit or loss except in the
circumstances described below for accounting hedge transactions.

41

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

f. Current and non-current assets


Cash and cash equivalents
Include cash, positive balances in bank accounts, and interest earning bank deposits
redeemable at any moment, and with a negligible risk of change in their market value.

Trade accounts receivable


Include receivables from rent, Assignment of Right of Use (CDU) of areas and services
provided to third parties, recorded on an accrual basis on the balance sheet date and classified
as loans and receivables. Allowance for doubtful accounts is formed with a basis on the
Management estimate at an amount considered adequate to cover possible losses arising on
collection of accounts receivable.

Investments
Investments in subsidiary and affiliated companies with interest in voting capital higher than
20% or with significant influence are assessed on the equity method of accounting, plus
goodwill or deducted from negative goodwill on appreciation of assets, when applicable.
Other investments that do not fit into the category above are stated at cost of acquisition, less
the provision for devaluation, when applicable.

Property, plant and equipment


Property, plant and equipment are recorded at the cost of acquisition, formation or
construction, including interest and other financial charges incurred during project
construction or development. Depreciation is calculated by the straight-line method at rates
that vary from 4% to 20% per year and takes into account the estimated useful lives of the
assets. Capitalized financial charges are depreciated based on the same criteria and useful
lives determined for the fixed asset item to which they were taken.

42

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

In consolidated, the fixed assets balance is added by goodwill or negative goodwill on


appreciation of assets.

Intangible assets
Goodwill based on the expected future profitability was reclassified from the investments
accounts group to the intangible assets specific accounts group.
Intangible assets acquired separately are measured upon the initial recognition at cost and,
subsequently, deducted from accumulated amortization and impairment losses, when
applicable. Goodwill arising from acquisitions of investments carried out up to December 31,
2008, which has future profitability as its economic basis, was amortized on a straight-line
basis for ten years, since the dates of operations which gave rise to them accordingly. As
from January 1, 2009, they are no longer amortized, and are submitted to an annual
impairment test (Note 14).

Asset impairment
Property, plant and equipment, intangible and deferred assets are subjected to an impairment
test, at least on an annual basis, in case there are indicators of loss of value. Intangible assets
with undefined useful life are subjected to an impairment annually regardless of whether
there are indicators of any loss.

Other current and non-current assets


Stated at their net realization value.

43

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

g. Current and non-current liabilities


Current and non-current liabilities are stated at known or calculable amounts, plus, when
applicable, the corresponding charges and monetary and/or exchange variations incurred
through the balance sheet date. When applicable, current and long-term liabilities are
recorded at present value, each transaction individually, based on interest rates reflecting
each transaction's tenor, currency, and risk. The contra-entry of adjustments at present value
is recorded against the statement of item items that gave rise to such liability. The difference
between the present value of one transaction and the face value of the liability is recognized
in profit or loss throughout the term of the contract based on the amortized cost and the
effective interest rate method.

h. Provisions
It was recognized in the balance sheet when the Company has a legal or constructive
obligation as a result of a past event, and it is probable that an outflow of economic benefits
will be required to settle the obligation. Provisions are recorded considering the best
estimates of the risk involved.

i. Income and social contribution taxes


The income and social contribution taxes, both current and deferred, are calculated based on
the rates of 15% plus a surcharge of 10% on taxable income in excess of R$ 240 thousand for
income tax and 9% on taxable income for social contribution on net income, and consider the
offsetting of tax loss carryforward and negative basis of social contribution, limited to 30%
of the taxable income.
Taxes and contributions due by some subsidiaries of the Company were calculated by the
deemed profit system, according to the rates determined by the legislation in force.

j. Real estate credit notes (CCI)


It is recorded as a financial liability at issuance value plus income accrued calculated
based on the effective interest rate of the operation.

44

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Consolidation of the quarterly information


The consolidated quarterly information include the financial statements of Aliansce and its jointly
controlled subsidiaries, as described in note 11.
The assets, liabilities and results of the pro-indiviso condominiums are presented in the
consolidated quarterly information in proportion to Aliansce's indirect interest in the
condominium (via subsidiaries and joint-controlled subsidiaries).

Description of main consolidation procedures


a. Elimination of intercompany asset and liability account balances;
b. Elimination of investments of parent company in the shareholders' equity of direct and
indirect subsidiaries;
c. Elimination of intercompany income and expense balances arising from consolidated
intercompany transactions; and

Identification of minority interests in the consolidated financial statements.

Segment information
The segment information is divided into: (i) Shopping Center activities divided up into rent and
parking; and (ii) rendering of services.

45

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

For management purposes, Aliansce is divided into business units, based on the shopping center
operation and the service rendering operation. The operating segments to be reported are
established as follows:

Shopping center: comprises the activities that are associated with the shopping center
entrepreneur, and was divided up into due to the peculiarity and the type of these operations:
-

Rent: refers to the operating leases of the shopping centers classified as investment
property by the Company. It is worth emphasizing that the segment includes rent,
assignment of usage rights (CDU) and transfer fee revenue;

Parking lot: refers to the exploration of the parking area of the shopping center;

Rendering of services: involves the trading, rental and condominium management and
incorporation/planning services developed in shopping centers and third parties.

There are no assets allocated to the Company's service activities.


Company's management monitors the operating results of its business units on a segregated basis
in order to make decisions on the allocation of resources and better enjoyment of their sources.
The performance of each segment is measured with a basis on the operating income/loss of its
consolidated financial statements. Some income and expenses (financial income, financial
expense, general and administrative expenses, income tax and social contribution), besides assets
and liabilities, are not subject to analysis by operating segment, since the management of
Aliansce understands that the items not considered in the analysis are indivisible, with corporate
and less relevant characteristics for decision making, as regards the operating segments defined
here.

46

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Revenues and costs among subsidiary companies and affiliates are eliminated at the time of the
consolidation.
03/31/2010

03/31/2009

Shopping

Shopping

Rent +
Parking
Items

Net revenue
Cost

Rent

32,501
(9,990)

lot

Rent +

Parking
lot

Services

3,381

35,882

(1,235)

(11,225)

2,146

24,657

6,579
(1,100

Total

42,461
(12,325)

Rent

24,112
(8,587)

Parking

Parking

lot

lot

Services

Total

2,622

26,734

4,763

31,497

(1,217)

(9,804)

(1,605)

(11,409)

1,405

16,930

3,158

20,088

Gross income
(loss)

22,511

5,479

30,136

15,525

Cash and cash equivalents


Aliansce Consolidated

Cash and bank checking accounts

Aliansce

03/31/2010

12/31/2009

03/31/2010

12/31/2009

11,664

9,427

2,367

1,654

The Company includes in the item "Cash and cash equivalents", cash in hand and bank deposits.
Interest earning bank deposits of the Company and its subsidiaries are stated in the captin
"Securities", as Management considers they do not fall under the definition of cash and cash
equivalents pursuant to CPC 03 - Statement of cash flows. The exposure to interest rate risks and
a sensitivity analysis of financial assets and liabilities are disclosed in Note 25.

47

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Securities
Aliansce Consolidated

Agribusiness Credit Bills (LCA) (a)


Bank Deposit Certificates (CDB) (b)
Fixed Income Fund (c)
Debentures (d)
Shop FI Renda Fixa Crdito Privado (e):
Post-fixed CDB
Post CDB - Early settlement
Open debenture
Government bonds
(-) Management fee
Fundo de Investimento Imobilirio Via
Parque Shopping (FIIVPS) (f)

Current
Non-current

Aliansce

03/31/2010

12/31/2009

18,089
401
5,103
48,347

11,381
668
5,013
30,782

89,551
50,026
129,080
140,890
(24)

03/31/2010

12/31/2009

13,536
5,103
18,419

1,450
5,013
16,186

89,551
50,026
129,080
140,890
(24)

145,506

145,506

145,506

145,506

592,087

168,155

592,087

168,155

446,581
145,506

22,649
145,506

446,581
145,506

22,649
145,506

(*) Breakdown of the portfolio of exclusive Investment Fund Shop FI Renda Fixa Crdito Privado.

The Company has financial assets classified as investments held for trading and accordingly,
these are measured at fair value by means of net income with the purpose of short-term sale in the
business opportunity that generates the highest yield of the funds. Such investments have interest
rates of 96.0% to 101.4% of the CDI with maturity during 2011.

48

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The Company aims to manage its cash seeking a perfect balance between liquidity and
profitability, considering the investment plan for the next years. In order to pave the way for our
strategy, we followed the guidelines as set out below:

Distribute the risk by financial institution prioritizing liquidity and profitability:

Liquidity
Daily
1 to 90 days
91 to 180 days
180 days +
Total

% SE

03/31/2010

78.13%
8.60%
13.27%
-

319,997
35,222
54,328
-

100.00%

409,547

Invest the Company's funds in prime financial institutions and government bonds with
investment grade minimum rating issued by the largest global rating agencies (Moodys,
Austin, S&P, Fitch).

Fundo de Investimento Imobilirio Via Parque Shopping (FIIVPS)


This asset started being classified as available-for-sale financial instrument as of December
31, 2008, and as of March 31, 2010, it is recorded at fair value. The FIIVPS fair value on
March 31, 2010 was calculated by using data from the most recent arm's length market
transaction, by parties knowledgeable of the deal and willing to conclude it without
privileges.

Number of quotas held - FIIVPS


Interests in the quotas - FIIVPS
Balance at the beginning of the period

49

03/31/2010

12/31/2009

1,476,354
69.62%

1,476,354
69.62%

145,506

196,849

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

03/31/2010
Distributions received as return on capital
Sale of 16% interest in FIIVPS
Adjustment to fair value
Balance at end of period

12/31/2009

(5,740)
5,740

(22,861)
(33,440)
4,958

145,506

145,506

Accounts receivable
Aliansce Consolidated
03/31/2010
Rental and services receivable
Assignment of Usage Rights - CDU
receivable
Condominium dues receivable

Allowance for doubtful accounts

Current
Non-current

Aliansce

12/31/2009 03/31/2010 12/31/2009

27,588

33,406

3,334

6,000

2,874
5,613

2,846
5,110

305

276

36,075

41,362

3,639

6,276

(9,015)

(8,120)

(726)

(366)

27,060

33,242

2,913

5,910

26,051
1,009

32,244
998

2,913
-

5,910
-

50

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Estimated impairment losses in relation to receivables are formed based on the evidence of
impairment both individually and on an aggregate basis. All significant receivables are assessed
for impairment. All the receivables are material on an individual basis, identified as non-impaired
on an individual basis are collectively assessed for any impairment loss not yet identified.
Receivables that are not individually significant are assessed on an aggregate basis in relation to
impairment by grouping receivables with similar risk characteristics.
When assessing impairment on an aggregate basis the Company makes use of historical trends of
probability of default, the recovery term and the amounts of losses incurred, adjusted to reflect
the management's judgment in relation to the assumptions, if the current economic and credit
conditions are such that the actual losses will be higher or lower than those suggested by
historical trends.

The composition of accounts receivable by maturity age is as follows:


Aliansce Consolidated
03/31/2010

Aliansce

12/31/2009

03/31/2010

12/31/2009

Falling due
Overdue up to 90 days
Overdue from 91 to 180 days
Overdue from 181 to 360 days
Overdue over 360 days

19,254
3,613
1,883
6,794
4,531

26,767
2,588
1,165
3,255
7,587

2,007
521
181
372
558

5,097
273
108
307
491

Total

36,075

41,362

3,639

6,276

51

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The movement in allowance for impairment loss in relation to receivables during the year was as
follows:
Aliansce Consolidated

Aliansce

03/31/2010

12/31/2009

03/31/2010

12/31/2009

Balance at beginning of the period


Write-offs in accounts receivable
Allowance for doubtful accounts

(8,120)
215
(1,110)

(6,863)
1,872
(3,129)

(366)
116
(476)

1,088
(1,454)

Balance at end of the period

(9,015)

(8,120)

(726)

(366)

52

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

10

Related party transactions


Related party transactions are presented as follows:
03/31/2010

Consolidated
Subsidiaries:
Aliansce Shopping Centers S.A.
Aliansce Ass. Comercial Ltda.
Boulevard Shopping Belm
Shared control:
Shopping Iguatemi Salvador
Shopping Taboo
Santana Parque Shopping
Shopping Grande Rio
Shopping Campina Grande
Boulevard Shopping Braslia
Other
FIIVPS
Affiliates:
Colina Shopping Centers Ltda.
Administradora Caxias de Shopping Center
Ltda.
Administradora Carioca Ltda.
C.P. Center Osasco
Expoente 1000
Other related parties:
Individuals
Carrefour
Amrica Futebol Clube
Multiplan
NRG Empreendimentos Ltda.
Status
Other

12/31/2009
Noncurrent
assets

Non-current
liabilities

Transaction/
Result

1,876
467
(207)

4,375
1,585

(458)
(221)
(229)
(86)
(106)
(323)
(713)

808

(1,627)
(731)
(345)
(246)
(333)
(214)
(786)
(1,678)

43

759
22
276

(2,290)
-

176
22
274

(2,610)
-

3,908
3,984
3,994
5,662
405

(29,117)
(74)
-

85
3,908
3,984
3,994
5,000
405

(29,117)
(74)
-

19,848

(31,481)

18,699

(31,801)

Non-current
assets

Non-current
liabilities

Transaction/
Result

10

785

43

53

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

03/31/2010

12/31/2009

Non-current

Non-current

Non-current

Non-current

assets

liabilities

assets

liabilities

Parent company
Subsidiaries:
Boulevard Shopping Belm S.A.
Yangon Participaes Ltda.
Nibal Participaes Ltda.
SDT 3 Centro Comercial Ltda.
Acapurana Participaes Ltda.
RRSPE Empreendimentos e Participaes
Ltda.
Albarpa Participaes Ltda.
Aliansce Assessoria Comercial Ltda.
Aliansce Services Ltda.
FIIVPS
Other related parties:
NRG Empreendimentos Ltda.
Individuals
Other

5
-

(16,986)
(10,003)
(10,714)
(338)
(700)

5
-

(15,000)
(10,003)
(15,556)
(338)
(700)

27
300
-

(850)
(11,742)
(10)
-

27
809

(850)
(11,742)
-

3,994
85
-

3,994
15
4,341

54

(51,343)

4,920

(54,189)

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The main balances of assets and liabilities on March 31, 2010 and December 31, 2009 as well as
transactions that have influenced the income for the periods, related to operations with related
parties, resulted from transactions between the Company, jointly-controlled subsidiaries,
subsidiaries, associated companies and other related parties, as follows:

On September 30, 2008, the Company leased the notional fractions belonging to Nibal, its
wholly-owned subsidiary (that holds 41.59% of Condomnio Naciguat and 38.0% of
Shopping Taboo), and became the receiver of their revenues by means of a transaction
which resulted in the Company's first CCI issuance, of R$ 200,000, as disclosed in Note 16;

The liability balance of Aliansce with Albarpa refers to the loan operation with Barpa
(Company merged by Albarpa on December 31, 2009), with no remuneration and no
maturity, whose funding occurred up to December 2009, in the amount of R$11,742 on
March 31, 2011 (Dec/09: R$11,742);

The liability balance of Aliansce with Yangon Participaes Ltda. (Yangon) refers to the
loan operation, with no remuneration and no maturity, entered into both companies, whose
funding occurred between the period from December 2009 to March 2010, the value of
which was R$10,003 (Dec/09: R$10,003);

The liability balance of Aliansce with Boulevard Belm refers to the loan operation, with
remuneration of TR + 12.3561% p.a. and no maturity, entered into both companies, whose
funding occurred in February 2009, in the amount of R$16,986 on March 31, 2010 (Dec/09:
R$15,000);

On February 27, 2009 Matisse leased the notional fractions of Shopping Boulevard Belm
belonging to Boulevard Belm S.A, and became the receiver of its rental revenues by means
of a transaction which resulted in the Company's CCI issuance, of R$150,000, as disclosed in
Note 16;

On March 31, 2010 and December 31, 2009, Aliansce has credits with NRG
Empreendimentos Ltda in the amount of R$3,994 regarding investments made in the
acquisition of Boulevard Shopping S.A.;

55

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

As mentioned in Note 23, in 2009 the Company issued R$49,632 in debentures under the
same contractual conditions as the CRI operation entered into Boulevard Belm and Matisse,
acquired in its entirety by Boulevard Belm;

As mentioned in Note 19(2), on March 31, 2010 Boulevard Shopping has a liability with
Amrica Futebol Clube resulting from purchase of land in the amount of R$7,156;

The subsidiary Boulevard Belm has a positive balance in the amount of R$5,661 on March
31, 2010 (Dec/09: R$ 5,000) related to a loan, remunerated at TR + 12.3561% p.a. with no
maturity, Status Construes Ltda;

The transactions/results refer to the management fee charged from the condominiums by the
administrators Aliansce and Niad, which correspond to a monthly fixed amount of,
approximately, R$20 per condominium (December 2009: R$20), or 5% of the monthly
budget of the condominium. Furthermore, it contemplates any amounts payable charged by
the administrators upon the expansion of the shopping malls;

The positive balances with Amrica Futebol Clube (MG) and Carrefour refer to advances
made on account of the construction of the Boulevard Shopping building in Belo Horizonte,
Minas Gerais; and

Remuneration of officers and key management staff


The key management personnel remuneration, including board members and officers totaled
R$1,583 on March 31, 2010. This amount encompasses short-term benefits, corresponding to: (i)
retainers paid to the members of the board of executive officers and Board of Directors; (ii)
bonus paid to the board of executive officers and (iii) other benefits, such as health care plan.
Moreover, the Company has a share-based compensation policy, as disclosed in Note 34.
The Company does not have a long-term employee benefit policy.
There are no key employees from management at the subsidiaries of the Company

56

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

11

Investments
Aliansce Consolidated
03/31/2010

Aliansce

12/31/2009

03/31/2010

12/31/2009

Investments
Goodwill

172
-

173
-

591,861
73,651

543,757
74,252

Total

172

173

665,512

618,009

a. Subsidiaries
Investment in undertakings/shopping
centers
Subsidiaries/Jointly
controlled
subsidiaries

Nibal Participaes
Ltda.

Investment
of the
Company

99.99%

Investment in
undertakings/
shopping

Investee
business activity

03/31/2010

12/31/2009

Shopping Boulevard
Belm S.A.

75.00%

75.00%

Owner company
of 100.0% of Shopping
Boulevard Belm.

Matisse Participaes
S.A.

75.00%

75.00%

Shopping Center

Shopping Iguatemi
Salvador - Condomnio
Naciguat

41.59%

41.59%

Shopping Center

Acapurana
Participaes Ltda.

99.99%

99.99%

Owner company
of 50% of Santana Parque
Shopping

Shopping Taboo

38.00%

38.00%

Shopping Center

C&A Store - Shopping


Iguatemi Salvador

44.58%

44.58%

Commercial space

57

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Investment in undertakings/shopping
centers

Subsidiaries/Jointly
controlled subsidiaries

Yangon Participaes
Ltda.

SCGR
Empreendimentos e
Participaes S.A. (1)

Albarpa Participaes
Ltda.

Alsupra Participaes
Ltda.

Investment
of the
Company

99.99%

10.00%

99.99%

Investment in
undertakings/
shopping

03/31/2010

12/31/2009

Investee
business activity

Shopping Campina
Grande

30.52%

30.52%

Shopping Center

Shopping Iguatemi
Salvador - Condomnio
Riguat

56.51%

56.51%

Shopping Center

SCGR Empreendimentos
e Participaes S.A. (1)

40.00%

40.00%

Owner company
of 50% of Shopping
Grande Rio

Lojas C&A - Shopping


Grande Rio/Feira de
Santana

100.00%

100.00%

Commercial space

Shopping Grande Rio

50.00%

50.00%

Shopping Center

Carioca Shopping
Caxias Shopping
Supershopping Osasco

40.00%
40.00%
31.52%

40.00%
40.00%
31.52%

Shopping Center
Shopping Center
Shopping Center

Barpa Empreend. e Part.


S.A (2).

30.00%

30.00%

BSC Shopping
Centers S.A.
99.99%
Supra Empreend. e Part.
S.A. (2)

58

Shopping Center

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Investment in undertakings/shopping
centers

Subsidiaries/Jointly
controlled subsidiaries
Boulevard Shopping
S.A.

Investment
of the
Company
70.00%

Investment in
undertakings/
shopping
Shopping Center
Boulevard

03/31/2010

12/31/2009

Investee
business activity

100.00%

100.00%

Shopping Center

14.98%

14.98%

Shopping Center

RRSPE
Empreendimentos e
Participaes Ltda.

99.99%

2008 Empreendimentos
Comerciais (1)

50.00%

Boulevard Shopping
Braslia

100.00%

100.00%

Shopping Center

BSC Shopping
Centers S.A.

70.00%

Bangu Shopping

100.00%

100.00%

Shopping Center

SDT3 Centro Comercial


Ltda. (1)

38.00%

Parking lot manager

Manati
Empreendimentos e
Participaes (1)

50.00%

Shopping Santa
rsula

75.00%

75.00%

Shopping Center

NIAD Administrao
Ltda.

100,%

Colina Shopping Center


Ltda (1)

50.00%

50.00%

Manager of Shopping Centers

Aliansce Assessoria
Comercial Ltda.

99.99%

Seller of shopping centers

Haleiwa
Empreendimentos
Imobilirios Ltda. (1)

50.00%

Undertaking under
development in Macei

100.00%

100.00%

Shopping Center

(1)

Shopping Iguatemi
Salvador Condomnio Riguat

SCGR, SDT3, 2008 Empreendimentos, Manati, Colina and Haleiwa, Norte Shopping and CDG are consolidated by the
proportional consolidation method since they are joint-controlled subsidiaries.

59

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

(2)

The wholly-owned subsidiaries Barpa Empreendimentos and Participaes Ltda e Supra Empreendimentos e Participaes
Ltda. were taken over by Albarpa Participaes Ltda. on December 31, 2009.

The amount of R$ 10,315 recorded in 2009 represents the balance of equity at the companies
Cencom S/A and Frascatti Investimentos Imobilirios Ltda. The Company recognized equity
of R$ 12,680 as of March 31, 2010 (2009: R$ 57,309) in income of associated companies,
subsidiaries and joint ventures.
The Company did not receive any dividends from firms registered by the equity method of
accounting up to March 31, 2010 (2009: R$ 3,936). The Parent Company received R$ 4,256
in dividends from companies registered by the equity method of accounting (2009: R$
31,788).
None of the firms accounted for by the equity method have their shares traded on a stock
exchange, which are listed at Bolsa de Valores, Mercadorias e Futuros de So Paulo
(BOVESPA) - Sao Paulo Stock, Commodities and Futures Exchange.
The charts below present a summary of the financial information at subsidiaries, associated
companies and joint ventures.

60

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

b. Data referring to holdings


Aliansce - March 31, 2009
Equity
Shareholders'

Income or

income

Company

Interest %

equity

Capital

loss

(loss)

Nibal Participaes Ltda.


Albarpa Participaes Ltda.
Shopping Boulevard S.A.
Yangon Participaes Ltda.
BSC Shopping Centers S.A.
Frascatti Investimentos Imobilirios
Ltda.
Alsupra Participaes Ltda.
Manati Empreendimentos e Participaes
SCGR Empreendimentos e Participaes
S.A.
Haleiwa Empreendimentos Imobilirios
Ltda.
2008 Empreendimentos Comerciais S.A.
RRSPE Empreendimentos e Participaes
Ltda.
Aliansce Assessoria Comercial Ltda.
Niad Administrao Ltda.
Cencom S.A.
SDT 3 Centro Comercial Ltda.

100.00%
100.00%
70.00%
100.00%
70.00%

89,505
90,590
73,832
45,670
63,802

81,228
88,849
14,229
42,559
67,537

2,167
932
489
2,530
1,805

2,167
932
343
2,530
1,263

100.00%
100.00%
50.00%

70,842
25,370
49,746

72,565
24,792
51,336

1,339
392
454

1,339
392
(114)

10.00%

21,362

18,826

1,296

190

50.00%
50.00%

27,300
19,436

27,466
15,001

508
(466)

254
(234)

100.00%
100.00%
100.00%
32.69%
38.00%

6,793
898
969

6,442
10
100

337
(109)
299

337
(109)
299

595

79

26

632,408

511,019

14,743

10,497

Total

61

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Aliansce - March 31, 2010


Shareholders'

Company

Nibal Participaes Ltda.


Albarpa Participaes Ltda.
Shopping Boulevard S.A.
Yangon Participaes Ltda.
BSC Shopping Centers S.A.
Alsupra Participaes Ltda.
Manati Empreendimentos e Participaes
SCGR Empreendimentos e Participaes
S.A.
Haleiwa Empreendimentos Imobilirios
Ltda.
2008 Empreendimentos Comerciais S.A.
RRSPE Empreendimentos e Participaes
Ltda.
Aliansce Assessoria Comercial Ltda.
Niad Administrao Ltda.
Aliansce Services
SDT 3 Centro Comercial Ltda.

Equity income

Interest %

equity

Capital

Income or loss

(loss)

100.00%
100.00%
70.00%
100.00%
70.00%
100.00%
50.00%

128,670
118,092
130,631
49,947
111,829
38,816
62,942

81,228
118,026
14,229
42,559
110,257
1
51,336

3,401
2,330
1,489
2,686
4,346
(636)
(1,204)

3,401
2,330
1,042
2,686
3,040
(636)
(602)

10.00%

22,818

18,827

2,078

208

50.00%
50.00%

28,796
33,306

28,365
15,001

678
236

339
118

100.00%
100.00%
100.00%
100.00%
38.00%

7,159
874
764
883
108

6,442
10
100
803
78

305
(21)
379
80
29

305
(21)
379
80
11

735,635

487,262

16,176

12,680

Total

The chart above presents a summary of the financial information at subsidiary and associated
companies and joint ventures. In observance to CPC 43, the Company adjusted the equity in
the income of its associated companies at Aliansce, in order to reflect the interest
capitalization effect on loans recognized in the consolidated financial statements (CPC 20).

62

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

c. Movement of investments
Aliansce - March 31, 2010
Company
Nibal Participaes Ltda.
Albarpa Participaes Ltda.
Shopping Boulevard S.A.
Yangon Participaes Ltda.
BSC Shopping Centers S.A.
Alsupra Participaes Ltda.
Manati Empreendimentos e Participaes
SCGR Empreendimentos e Participaes
S.A.
Haleiwa Empreendimentos Imobilirios
Ltda.
2008 Empreendimentos Comerciais S.A.
RRSPE Empreendimentos e Participaes
Ltda.
Aliansce Assessoria Comercial Ltda.
Niad Administrao Ltda.
Aliansce Services Ltda.
SDT 3 Centro Comercial Ltda.

Balance at
12/31/2009

Additions/
Write-offs)

Equity
income (loss)

Dividends

Balance at
03/31/2010

120,083
115,763
102,536
47,261
80,874
9,053
31,083

5,186
31,041
989

3,401
2,330
1,042
2,686
3,040
(636)
(602)

(4,256)
-

128,670
118,093
103,578
49,947
79,658
39,458
31,470

2,074

208

2,282

13,939
12,937

120
1,531

339
118

14,398
14,586

6,854
885
385
30

10
803
-

305
(21)
379
80
11

7,159
874
764
883
41

543,757

39,680

12,680

(4,256)

591,861

63

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

12

Fixed assets for use


Consolidated
03/31/2010

Computers and peripherals


Furniture and fixtures
Machinery and equipment
Leasehold improvements
Assets under construction
Other fixed assets

Rate
p.a.

Initial
cost

Additions

20%
10%
10%
10%
-

1,256
195
18
433
1
1,903

12/31/2009

Write
-off

Transf.

Cost

Acc.
deprec.

Net
amount

Net amount

15
10
57
4
-

1,271
205
18
490
4
1

(673)
(56)
(2)
(163
-

598
149
16
327
4
1

630
145
16
280
8
(6)

86

1,989

(894)

1,095

1,073

Parent company
03/31/2010

Computers and peripherals


Furniture and fixtures
Machinery and equipment
Leasehold improvements
Goodwill from the fair value
- Torre BH

Rate
p.a.
20%
10%
10%
10%

Initial
cost
912
110
14
309

Additio
ns
5
10
56

Writeoff
-

1,345

71

64

12/31/2009
Net
amoun
t
561
94
12
325

Cost
917
120
14
365

Accum.
depr.
(356)
(26)
(2)
(40)

1,416

(424)

992

982

Transf.
-

Net amount
601
88
13
280

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

13

Investment property
Investment properties refer to the business ventures maintained by them under operating lease.
The Company's investment properties refer to the shopping centers already built and to the
shopping centers under development.
The Company also disclosed that interest capitalization was recorded in the first three months of
2010 and in the year 2009 by the adoption of CPC 20 - Borrowing Cost for assets under
construction. In the table below, the compound interest recorded in the investment properties,
allocated to each venture.
The adoption of ICPC 10, dealing specifically with the review of assets' useful lives, was
performed prospectively and the adjustments recognized as from January 1, 2010.
We present below the table of reconciliation investment property:
Aliansce Consolidated

Balance at December 31, 2009


Additions
Addition through interest capitalization (CPC
20)
Depreciation of the increment
Balance at March 31, 2010

Cost

Accumulated
depreciation

Appreciation
of assets

Total

879,926

(67,026)

134,020

946,920

41,448

(4,169)

37,279

3,368

(935)

3,368
(935)

924,742

(71,195)

133,085

986,632

In the first quarter of 2010, Company's investments totaled R$ 41,448 with Greenfields and
Expansions Capex.

65

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

14

Intangible assets
Consolidated
03/31/2010

Goodwill in the of entities not taken over:


2008 Empr. Imob. Ltda.
BSC Shopping Center S.A.
Boulevard Shopping S.A.
Aliansce Ass. Com. S.A.
Norte Shopping Belm S.A.
Goodwill in the acquistion of entities
merged:
Barpa Empr. Part. S.A.
Supra Empr. Part. S.A.
Ricshopping Emp. Part. Ltda.
EDRJ64 Participaes Ltda.
Intangible assets:
Right to parking income (1)
Right to the Transfer Unit
of the Right to Build (UTDC) (2)
Trademarks and patents
Software

12/31/2009
Acc.
amortiz
ation

Net
amount

Useful life

Initial
cost

Additions/
Write-offs

Cost

Undefined
Undefined
Undefined
Undefined
Undefined

30,000
14,416
4,266
4,160
-

30,000
14,416
4,266
4,160
-

30,000
14,416
4,266
4,160

30,000
14,416
4,266
4,160
-

Undefined
Undefined
Undefined
Undefined

36,630
9,708
107,888
1,242

36,630
9,708
107,888
1,242

36,630
9,708
107,888
1,242

36,630
9,708
107,888
1,242

Undefined

6,638

6,638

(13)

6,625

6,638

Undefined
Undefined
5 years

2,588
5
224

86
127

2,674
5
351

(11)

2,674
5
340

2,588
5
224

217,765

213

217,978

(24)

217,954

217,765

66

Net amount

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Aliansce
03/31/2010

Useful life

Goodwill in the acquisition of entities


not taken over:
2008 Empr. Imob. Ltda.
BSC Shopping Center S.A.
Boulevard Shopping S.A.
Aliansce Ass. Com. S.A.
Norte Shopping Belm S.A.
Right to parking income (1)
Software

Undefined
Undefined
Undefined
Undefined
Undefined
Undefined
5 years

12/31/2009

Cost

Acc.
amorti
zation

Net
amount

Net amount

127

30,000
14,416
4,266
4,160
5,523
177

(13)

30,000
14,416
4,266
4,160
5,523
291

30,000
14,416
4,266
4,160
5,523
177

127

58,542

(13)

58,656

58,542

Initial
cost

Additio
ns

30,000
14,416
4,266
4,160
5,523
177
58,542

(1)

Refers to the right to use the parking lots of Santa rsula and Iguatemi Salvador shopping centers, and do not have an expiry
date; therefore, they are not amortized.

(2)

Refers to the right to build acquired by Shopping Boulevard S.A, that belongs to the company Deciso Empreendimentos e
Construes Ltda. Additionally , the transfer of the right to build is regulated by Law 7,165, of August 27, 1996 and
Decree 9,616, of June 26, 1998.

The goodwill based on future returns do not have a calculable useful life, and hence are not
amortized. The Company tests these assets' recoverable value annually by mean of an impairment
test.
The rights to exploit parking facilities have no expiry terms, and for this reason the Company
does not define a useful life for these assets. The Company tests these assets' recoverable value
annually by mean of an impairment test.
The other intangible assets with defined useful life are amortized by the straight-line method
based on the table above.

67

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The goodwill amounts calculated for interest in entities are based on the expectation of future
profitability of the acquired asset. These assets were amortized up to December 31, 2008 and, as
from January 1, 2009, were no longer amortized.

15

Loans and financing


General information on loans and financing

Financial institution

Borrowing company

Maturity

Index

Effective
interest
rate

In local currency:
Unibanco
Banco do Brasil
Bradesco
BNB
Ita BBA/BNDES
Ita BBA/BNDES
Bradesco
Safra
ABN AMRO Real

Aliansce
Aliansce
Albarpa
Nibal
SCGR
SCGR
Boulevard Shopping
Nibal
Boulevard Shopping

November 2011
December 2010
December 2018
April 2013
June 2015
March 2017
November 2021
December 2015
April 2013

CDI +
TR +
TJLP +
TJLP +
TR +
IGP DI
TJLP +

1.87%
12.95%
10.80%
10.00%
4.95%
4.45%
11.39%
5.70%

Aliansce consolidated

Current liabilities
Secured bank loans:
Bradesco - Albarpa
BNB
Ita BBA/BNDES
Bradesco - BH
Banco do Brasil/BNDES
ABN AMRO Real

68

03/31/2010

12/31/2009

480
1,104
1,281
113

164
1,971
960
114

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Aliansce consolidated
03/31/2010

12/31/2009

Current liabilities
Unsecured bank loan:
Safra
Banco Unibanco
Banco ABC Brasil
Banco do Brasil
Banco Ita

245
26,755
5,232
695

239
26,750
75
5,000
-

Total current

35,905

35,273

Non-current liabilities
Secured bank loan:
Bradesco - Albarpa
BNB
Ita BBA/BNDES
Bradesco - BH
Banco do Brasil/BNDES
ABN AMRO Real

16,381
2,339
3,708
69,267
265

16,728
1,752
3,534
34,200
295

718
17,778

759
24,445

Total non-current

110,456

81,713

Grand total

146,361

116,986

Unsecured bank loan:


Safra
Banco Unibanco

69

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Aliansce
03/31/2010

12/31/2009

Unsecured bank loan:


Banco ABC Brasil
Banco do Brasil
Banco Unibanco
Banco Ita

5,232
26,755

5,075
26,750
-

Total current

31,987

31,825

Non-current liabilities
Unsecured bank loan:
Banco Unibanco

17,778

24,444

Total non-current

17,778

24,444

Grand total

49,765

56,269

Guarantees: Promissory notes, fiduciary assignment of credit receivable, fiduciary assignment of


equipment mortgage on fraction of property and the collateral signature of the partners mentioned
in Note 25.

70

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The loans and financing disbursement schedule is presented below:

2010
2011
2012
2013
2014
2015
After 2015

03/31/2010

12/31/2009

26,942
19,421
21,393
10,444
10,033
9,919
48,209

35,273
26,318
7,239
6,666
6,383
6,238
28,869

146,361

116,986

We wish to inform you that the Company discloses the sensitivity analysis of the financial
instruments in note 25, for better evidencing of their behavior.
There are no covenants associated with the Company's loans.

16

Real estate credit notes (CCI)


The balance of Real estate credit notes is as follows:
Aliansce Consolidated
03/31/2010
Current liabilities
Secured Real Estate Credit Note
CCI - Aliansce - R$ 70,000 (3)
CCI - Aliansce - R$ 30,000 (4)
CCI - Nibal - R$ 200,000 (1)

10,505
4,486
7,479

71

12/31/2009

7,593
4,127

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Aliansce Consolidated

CCI - Belm - R$ 150,000 (2)


(-) Issuance cost
Total current

03/31/2010

12/31/2009

(3,044)

19,426

11,720

Non-current liabilities
Secured Real Estate Credit Note
CCI - Aliansce - R$ 70,000 (3)
CCI - Aliansce - R$ 30,000 (4)
CCI - Nibal - R$ 200,000 (1)
CCI - Belm - R$ 150,000 (2)
(-) Issuance cost

60,044
25,796
192,521
171,044
(19,020)

63,000
30,000
199,509
165,715
(18,090)

Total non-current

430,385

440,134

11,514

12,340

461,325

464,194

Swap CRI Unibanco/Bradesco


Grand total

Aliansce
03/31/2010

12/31/2009

Current liabilities
Secured Real Estate Credit Note
CCI - Aliansce - R$ 70,000 (3)
CCI - Aliansce - R$ 30,000 (4)
(-) Issuance cost

10,505
4,486
(349)

7,593
(257)

Total current

14,642

7,336

72

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Aliansce
03/31/2010

12/31/2009

Non-current liabilities
Secured Real Estate Credit Note
CCI - Aliansce - R$ 70,000 (3)
CCI - Aliansce - R$ 30,000 (4)
(-) Issuance cost

60,044
25,796
(3,142)

63,000
30,000
(2,320)

Total non-current

82,698

90,680

Swap CRI Unibanco/Bradesco

11,514

12,340

108,854

110,356

Grand total

(1) Real estate credit note (CCI) of R$ 200,000.


As of September 30, 2008, the Company carried out the funding of approximately R$200,000
by way of a financial operation involving its subsidiary Nibal Participaes Ltda. which gave
rise to the issue of Real Estate Receivables Certificates (CRIs). This operation involved the
ten-year lease to the Company of notional fractions of properties owned by Nibal (41.59% of
Condomnio Naciguat and 38% of Shopping Taboo), its subsidiary, which are under a
sublease to storeowners from the shopping malls built on the aforesaid properties. In
representation of the housing loans arising from the abovementioned leases, Nibal issued a
Real estate credit bill ("CCI"), assigning them at a cost to CIBRASEC - Companhia
Brasileira de Securitizao, which used them as security for the issuance of two series of
CRIs (88th series and 89th series of the 2nd Issue). The Company reckoned with the
structural support of Unibanco - Unio de Bancos Brasileiros S.A. and of Banco Bradesco
S.A., all in compliance with the rules contained in Laws 9514/1997 and 10931/2004.

73

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

In order to offset the risks resulting from the mismatching between the prefixed rate of rent
established in the lease agreements and the rate of restatement of CCIs, Nibal entered into the
Swap contract with Aliansce, on September 25, 2008, with the following characteristics:
Base amount of the operation

R$ 200,214

Period of the operation

120 months

Asset - Aliansce

13% p.a.

Liability - Aliansce

10.80% p.a. + TR

Analogously to the assignment of CCIs and through a private instrument of fiduciary release,
Nibal assigned to Cibrasec the rights and obligations of the swap contract on the same date of
conclusion of the operation. On March 31, 2010, the fair value of this derivative financial
instrument is R$ 11,514 (Dec/2009: R$ 12,340).
The swap transaction is recorded in CETIP, with no margin provided in guarantee.
The CCI's disbursement is scheduled as follows:

2010
2011
2012
2013
2014
2015
After 2015

74

03/31/2010

12/31/2009

491
14,836
16,650
19,672
23,171
27,158
98,022

4,127
14,836
16,650
19,672
23,171
27,158
98,022

200,000

203,636

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

During the transaction's first two years, the agreement provides payment of small
installments of principal and six-monthly interest . As of October 2010, the principal and
interest payments will comply with a schedule defined contractually.
Considering the costs for structuring this transaction, the transaction effective interest rate is
TR + 11.3562% p.a.
(2) Real estate credit note (CCI) of R$ 150,000
On February 27, 2009, the Company consummated the funding of the amount of
R$150,000, by means of a financial operation involving its subsidiary Matisse, which
generated the issuance of a Real Estate Receivables Certificates (CRI). This operation
involved the ten-year lease to the Company of notional fractions of properties owned by
Nibal (12% of Shoppin Belm), its subsidiary, which are under a sublease to storeowners
from the shopping malls built on the aforesaid properties. In representation of the housing
loans arising from the abovementioned lease agreements, Boulevard Belm issued Real estate
credit bills ("CCI"), assigning them at a cost to Cibrasec - Companhia Brasileira de
Securitizao, which used them as security for the 97th series of the 2nd CRI issuance of the
issuer. The Company reckoned with the structural support of Ita S.A., all in compliance with
the rules contained in Laws 9,514/1997 and 10,931/2004. This transaction's interest rate is the
TR + 12% p.a.
Considering the costs for structuring this transaction, the transaction effective interest rate is
TR + 12.3561% p.a.
The contract provides for a grace period of two years from the signing of the contract for
payment of principal and interest. As of February 2011, the principal and interest payments
will comply with a schedule defined contractually.

75

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The CCI's disbursement is scheduled as follows:


03/31/2010
2011
2012
2013
2014
2015
After 2015

12/31/2009

29,442
10,801
11,431
14,162
15,588
89,620

25,471
10,801
11,431
14,162
15,588
88,262

171,044

165,715

(3) Real estate credit note (CCI) of R$ 70,000


On September 15, 2009 the Company entered into with Domus Cia de Crdito Imobilirio
("Domus") a Private Agreement for a Real Estate Loan, whereby Domus granted the
Company a R$ 70,000 real estate loan to fund the latter's shopping mall developments,
payable in the form, terms, and other conditions agreed on in the loan agreement. As a result
of the Real Estate Loan granted, the Company agreed to pay Domus: (i) the real estate credits
arising from Disbursement I and Disbursement II, in the sums, payment terms, and other
conditions provided for in the Loan Agreement, as well as (ii) all and any credit rights due by
the Company or to which Domus is entitled by virtue of the Real Estate Loan Agreement,
including all of the respective charges such as inflation updating, interest, late charges, fines,
penalties, reparations, insurance, expenses, costs, attorneys' fees, guarantees, and other
contractual and legal charges provided for in the Real Estate Loan Agreement ("Real Estate
Credits").

76

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

In guarantee of the agreed on contractual liabilities, on September 15, 2009 the following was
agreed on: (i) lien on 70% of Bangu Shopping, owned by BSC; and (ii) assignment of 70% of
Bangu Shopping's receivables, owned by BSC. Aliansce also granted a lien on the BSC
shares owned by Aliansce, which will remain in force only until the definite registration of
the previously described guarantees. Additionally, it was formed: (i) lien on Barpa and Supra
shares, companies taken over by Albarpa on December 31, 2009 respectively; and (ii) lien on
Acapurana Quotas owned by Nibal, which will be released on the implementation of the
suspensive condition in connection with lien on BSC shares, and provided that there is full
compliance with all the remaining and agreed on obligations. Thus, Domus issued Fractional
Real Estate Credit Certificates related to disbursement I and assigned them to RB Capital. In
addition, RB Capital issued Fractional Real Estate Credit Notes related to disbursement II.
Considering the costs for structuring this transaction, the transaction effective interest rate is
IPCA + 10.79% p.a.
The CCI's disbursement is scheduled as follows:

2010
2011
2012
2013
2014
2015
After 2015

77

03/31/2010

12/31/2009

7,879
9,889
8,930
8,137
7,415
6,757
21,542

7,593
12,212
8,593
7,829
7,135
6,502
20,729

70,549

70,593

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

(4) Real estate credit note (CCI) of R$ 30,000


On December 29, 2009 the Company entered into a Real Estate Loan Private Agreement
("Loan Agreement") whereby Domus granted the Company a R$ 30,000 real estate loan,
which jointly with monthly inflation updating according to the accrued change in the
IPCA/IBGE index, and with a 9.7371% p.a. compounded interest rate pro rata temporis, will
be paid over a 120-month period as of the disbursement date of the proceeds, in 120 monthly
installments. Domus assigned the entire proceeds of the credits arising from real estate credit
assignment agreement and other covenants, entered into on this date between Domus, RB
Capital, and the Company. In guarantee of the agreed on contractual liabilities, on December
29, 2009 the following was created: (i) lien on 30% of Bangu Shopping, owned by BSC; and
(ii) assignment of 30% of Bangu Shopping's receivables, owned by BSC.
Considering the costs for structuring this transaction, the transaction effective interest rate is
IPCA + 10.76% p.a.
The CCI's disbursement is scheduled as follows:

2010
2011
2012
2013
2014
2015
After 2015

78

03/31/2010

12/31/2009

3,364
4,223
3,813
3,474
3,166
2,885
9,357

4,223
3,815
3,474
3,166
2,885
12,437

30,282

30,000

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

We wish to inform you that the Company discloses the sensitivity analysis of the financial
instruments in note 25, for better evidencing of their behavior.
There are no covenants associated with the Company's loans.

17

Suppliers
Aliansce Consolidated

Suppliers of materials and services


Suppliers of Shopping Center

Aliansce

03/31/2010

12/31/2009

03/31/2010

12/31/2009

9,966
2,470

18,265
2,852

2.158
373

1,695
330

12,436

21,117

2.531

2,025

The Company's exposure to currency and liquidity risks related to accounts payable to suppliers
is disclosed in note 25, in which the Company addresses Financial Instruments.

18

Taxes and contributions payable


Aliansce Consolidated

COFINS
PIS
ISS
Income tax
Social contribution
Other

Aliansce

03/31/2010

12/31/2009

03/31/2010

12/31/2009

1,092
97
161
1,376
475
60

1,249
271
53
2,431
913
64

41
9
86
22

95
21
27

3,261

4,981

158

143

79

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

19

Obligations for purchase of assets


Aliansce Consolidated
03/31/2010

12/31/2009

Land - Belo Horizonte (1)


Additional interest in BSC (2)

7,156
51,069

7,156
80,000

Current
Non-current

58,225
7,156
51,069

87,156
37,156
50,000

Aliansce
03/31/2010

12/31/2009

(1) Liability with Amrica Futebol Clube regarding the acquisition of property in Belo Horizonte
on which Boulevard Shopping Belo Horizonte is being built. During the transaction's first
two years, the agreement provides payment of small installments of principal and sixmonthly interest. The discussions involved credits with Amrica totaling R$ 2,300, in
addition to handing over a property in Contagem - Minas Gerais to Amrica Futebol Clube
worth R$ 1,250, and a promise of the future delivery of areas / stores in the shopping mall to
Amrica, which should take place in 2012. The total amount of the transaction was R$ 9,455.
(2) Liability assumed by Alsupra with Joo Fortes Engenharia, arising from the purchase of a
30% interest in the equity capital of BSC Shopping Center S.A. for R$ 80,000 on December
29, 2009. The first installment, in the amount of R$30,000 was paid in the first quarter of
2010. The remaining balance of R$ 50,000 plus monthly inflation updating according to the
accrued INPC index and a 9.7371% p.a. compounded interest rate pro rata temporis, will be
settled on sole payment to mature on January 31, 2013.

80

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

20

Deferred income
Aliansce Consolidated

Aliansce

03/31/2010

12/31/2009

03/31/2010

12/31/2009

48,888
4,416
729

43,323
4,077
740

2,184
-

2,035
-

54,033

48,140

2,184

2,035

Assignment of right of use


Prepaid rental
Other

Deferred income includes the recognition of the assignment of usage rights (CDU), as well as
prepaid rent and other pertinent items.

21

Provision for contingencies


The Company and its subsidiaries are, in a significant part of their ventures, joint owners in
condominiums, which are characterized by the coexistence of independent units and common
areas, owned by more than one joint owner, according to a previously established agreement. If
contingencies appear in these shopping malls, the respective condominiums will be responsible
for the payment of the amounts of said contingencies. If the condominiums do not have the fund
necessary to make any payments due, the Company and its subsidiaries may be obliged to sustain
these expenses in the capacity of joint owners. Additionally, as part of its property acquisition
process, the Company and its subsidiaries may be subject to secondary responsibility and/or
subsidiary in any eventual litigations either in labor, social security, tax, civil, and others
involving financial expenditure or transfer of guarantees in the form of assets. In order to
minimize these risks, the Company signs agreements for indemnification of obligations, where
the old shareholders/unitholders of the properties acquired undertake to compensate the Company
and its subsidiaries for any loss that might be sustained referring to events generated prior to the
property acquisition date. Management monitors risks of this kind, based on the legal protection
of its legal advisors, believes that there is significant risk in the base date of such statements may
not be mitigated through existing legal mechanisms and / or settlement of trust values are not
significant.

81

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The balance of provision for contingencies is as follows:


Aliansce Consolidated
03/31/2010

PIS & COFINS proceeding (1)


Provision for contingencies
IPTU (2)
Other

Other judicial deposits

12/31/2009

Provision

Judicial
deposit:

Net

Provision

Judicial
deposit

Net

8,625

(1,343)

7,282

8,356

(1,431)

6,925

2,579
196

2,579
196

2,579
196

(53)

2,579
143

11,400

(1,343)

10,057

11,131

(1,484)

9,647

(432)

106

(397)

11,400

(1,775)

11,237

(1,881)

(432)
9,625

(291)
9,356

(1) The Company and its subsidiaries filed a lawsuit, in pursuit of the non-payment of Social Integration
Program (PIS) and Contribution for Social Security Funding (COFINS) on revenues from the leasing
of real estate. The monthly contributions began to be judicially deposited, classified as non-current
assets, with the legal obligation on the amounts due at March 31, 2010 recorded as provision for
contingencies.
(2) Carioca Shopping has a pending IPTU tax matter with the local government, arising from undue
charges of this property tax on a number of independent units that were already IPTU taxpayers, and
were included in the project. For this reason, the Shopping mall's tenants filed administrative suits to
review shop areas and to refute the property's assessed value. We filed administrative proceedings
jointly with other tenants, and according to the opinion of the Company's legal counsel, Alliansce
believes that the chances are likely for the liability to be reduced to roughly R$ 10,500 which,
considering its 40% share on the development, would imply a risk of loss of R$ 4,100 which has been
duly provisioned in the Company's financial statements, net of receivables from storeowners regarding
the same operation.

82

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Management is not aware of other civil and tax and/or labor contingencies classified as probable
risk by its legal advisors as of March 31, 2010.

22

Income and social contribution taxes


As of March 31, 2010, the Company recorded a tax loss of R$ 63,033 in the Consolidated and R$
52,675 in the Aliansce. The Company does not record deferred tax assets on these amounts, since
there is no expectation of future taxable profits, and, additionally, there is no profitability record
for the use of such tax benefits.

i. Deferred tax assets and liabilities


Consolidated
Assets

Financial assets available for sale


Review of the useful life of the assets
Accounts receivable - Linear adjustment of rent
Interest capitalization
Fair value appraisal of swap
Business combination and acquisition of noncontrolling interest
Write-off of deferred assets
Amortization of goodwill arising from the fair
value of the assets
Net tax (assets) liabilities

Liabilities

03/31/2010

12/31/2009

03/31/2010

12/31/2009

2,388
3,915

4,196

(43,855)
(378)
(3,291)
(4,597)
-

(41,902)
(646)
(3,452)
-

12,239

12,238

(4,663)
(1,477)

(4,663)
(1,049)

1,668

1,349

(4,869)

(3,895)

20,210

17,783

(63,130)

(55,607)

83

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Parent company
Assets

Liabilities

03/31/2010

12/31/2009

03/31/2010

12/31/2009

Financial assets available for sale


Accounts receivable - Linear adjustment of rent
Fair value appraisal of swap
Write-off of deferred assets
Amortization of goodwill arising from the fair
value of the assets

3,915
702

4,196
702

(43,855)
(3)
(168)

(41,902)
96
(143)

1,521

1,317

Net tax (assets) liabilities

6,138

6,215

(44,026)

(41,949)

ii. Effective rate reconciliation


Reconciliation of income and social contribution tax expense, calculated at the rates provided
under the tax legislation, with the respective amounts in the statement of income for the
quarters ended March 31, 2010 and 2009, is shown below:
Aliansce Consolidated
Effective tax rate reconciliation

03/31/2010

03/31/2009

Accounting profit before income tax and social contribution

15,796

11,474

Combined statutory rates - Companies of the taxable income

34%

34%

Income and social contribution taxes at the combined statutory rates

5,371

3,901

Additions:
Provisions and other non-deductibles expenses

1,627

1,125

3,073

1,348

Effect of current unused tax losses

84

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Aliansce Consolidated
Exclusions:
Equity in net income of subsidiaries
Reversal of nondeductible provisions
Net adjustment - Law 11638/07 and 11941/09
Effect of previously unrecognized tax losses
Tax effect of Companies who have elected the Presumed profit

(1,683)
(824)
(2,335)

(245)
(140)
(8)
(1,628)

Income tax and social contribution in income for the year

5,229

4,353

Income and social contribution taxes


Current income tax and social contribution expenses
Deferred income and social contribution tax expenses

2,083
3,146

2,721
1,632

Deferred income and social contribution tax expenses as


statement of income

5,229

4,353

33.10%

36.51%

Total effective fiscal rate - current

13.18%

23.71%

Total effective fiscal rate - deferred

19.92%

14.22%

Total effective fiscal rate

Aliansce
Effective tax rate reconciliation

03/31/2010

12/31/2009

9,718

6,820

34%

34%

Income and social contribution taxes at the combined statutory rates

3,304

2,319

Additions:
Provisions and other non-deductibles expenses
Net adjustment - Law 11638/07 and 11941/09
Effect of current unused tax losses
Exclusions:

534
1,179

383
132
1,243

Income (loss) before income and social contribution taxes


Combined statutory rates

85

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Aliansce
Effective tax rate reconciliation
Equity in net income of subsidiaries
Reversal of nondeductible provisions
Income tax and social contribution in income for the year
Effective fiscal rate
Current income tax and social contribution:
Current income tax and social contribution expenses
Deferred income and social contribution taxes:
Regarding the formation and reversal of temporary differences
Deferred income and social contribution tax expenses
in the statement of income

23

03/31/2010

12/31/2009

(4,310)
(503)

(3,569)
-

204

508

2.10%

7.44%

204

508

204

508

Debentures
On February 16, 2009 the Company issued 496,318 debentures not convertible into shares and of
unit par value of R$ 0.1, totaling R$ 49,632. The issuance was made in a single series. The
debentures pay the TR rate + 12.3561% p.a. and maturity on January 19, 2021. The balance at
March 31, 2010 is R$56,197 (December/2009: R$54,701).

86

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

24

Shareholders' equity
a. Capital
On March 31, 2010 and December 31, 2009, the capital of Aliansce is represented by
R$916,342 e R$466,342, with 139,467,170 and 89,467,170 common shares with no par
value, respectively.
03/31/2010
Shareholders
Individual partners
Company partners:
GGP Brazil I LLC
Rique Empreendimentos e
Participaes Ltda.
Renato Feitosa Rique
GBPI Fundo de Investimento
e Participaes
Free Float
Total paid up

12/31/2009

Shares

Amount

1.28%

1,782,313

11,729

31.44%

43,842,428

12.31%
0.36%

Shares

Amount

2%

1,782,314

9,281

288,098

49%

43,842,428

228,508

17,174,913
500,001

112,802
3,299

19%
7%

17,174,913
6,500,000

89,549
33,891

3.35%

4,667,515

30,697

23%

20,167,515

105,113

51.26%

71,500,000

469,717

100.00%

139,467,170

916,342

100%

89,467,170

466,342

On January 29, 2010 the Company received R$ 450,000 by means of a public share offering
with the issue of 50 million new common shares, at an underwriting price of R$ 9.00,
resulting in an equity capital increase by the Company in the same amount, from R$ 466,342
to R$ 916,342, composed of 139,467,170 common registered shares with no par value.
Expenses with issuance of these new shares totaled R$ 21,622. These expenses are recorded
in a reducing account of the Company's capital.

87

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

b. Capital
According to the Company's by-laws, 5% of the net income for the year will be allocated to
legal reserve until it reaches 20% of the Company's capital.

c. Remuneration to shareholders
The Company's bylaws determine the distribution of a compulsory minimum dividend of 25%
of net income for the period, adjusted lawfully. Dividends payable were separated from
shareholders' equity upon yearly closing and recorded as an obligation in liabilities.

d. Equity evaluation adjustment


The reserve for equity valuation adjustments includes:

25

Accumulated net alterations in the fair value of financial assets available for sale until the
investments are reviewed or suffer impairment loss;

Financial instruments, exposure and risk management


The estimated fair values of the asset and liability financial instruments of the Company and its
subsidiaries were calculated as described below. The Company and its subsidiaries do not operate
in the derivatives market and there are no derivative financial instruments recorded on March 31,
2010, excepting for the swap operation tied to the Mortgage Bond ("CCI") operation explained in
Note 16.

Criteria, assumptions and limitations used in the calculation of fair value


Cash and cash equivalents and interest earnings bank deposits
The balances in checking account maintained at banks have their market values identical to the
book balances.

88

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

To the short-term financial investments, the market value was calculated based on the market
quotations of these securities; when there were no quotations, they were based on the future cash
flows, discounted at average available investment rates.

Trade accounts receivable and loans and financing


The balances of financing and of trade accounts receivable have market values that are similar to
the book balances.

Securities
(i) FII Via Parque Shopping - FII Via Parque Shopping is recorded at fair value; and
(ii) Bank Deposit Certificates (CDB), debentures and Agribusiness Letters of Credit (LCA) assessed at fair value based on probable realizable value.

Derivative financial instruments


The swap instrument's market value was obtained by means of a comparative analysis of the
present value of the transaction's future payment flow, discounted according to market curves of
the indexes involved - TR and PRE. The curves employed, DI x PRE and DI x TR, were obtained
from the index database in the BM&F-Bovespa website, on the dates of each quarter's last day.

Limitations
The operating segments to be reported are established as follows: Changes in the assumptions
may significantly affect the presented estimates.
The estimated fair value for derivative financial instrument contracted by the Company's
subsidiary was determined by information available in the market and specific valuation
methodologies. However, considerable judgment was required in the interpretation of the market
data to estimate the most adequate realization of the fair value of each operation.

89

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The Company had made an assessment of the financial transactions in order to define the fair
value of the swap transaction between Aliansce and its subsidiary Nibal assigned to CIBRASEC.
As of March 31, 2010, the operation is recorded at fair value and the gains and losses for the year
were recorded in income accounts.

Credit risks
The Company monitors its receivables portfolio periodically. Its lease activity has specific rules
in relation to default, the department of operations and legal department are active in the
negotiations with debtors. The retail location of the shopping centers when taken back or returned
is immediately renegotiated with another storeowner.
The measure adopted to mitigate the credit risk is to always maintain a good level of quality
among storeowners at the shopping centers and an active retail area for immediate filling of any
potential vacancy in the building.
Part of the Company's income has a very low credit risk: parking revenues and service revenues.
Management considers that maximum exposure to credit risk of its financial assets is
appropriately represented in the balance sheet of the Company. Credit risk of its clients is
estimated and recorded in the estimated impairment losses account.
In relation to financial assets, the Company has the policy of investing its assets at top class
institutions, not allowing the concentration of investments at a single institution.
Quantitative information regarding Company's credit risk is disclosed in Note 9.

90

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Liquidity risks
We present below the contractual maturities of financial liabilities including payment of
estimated interest and excluding, if any, the impact of the negotiation of currencies by the
position net.
Consolidated
March 31, 2010

Non-derivative financial liabilities


Loans and financing
Suppliers
Purchase of assets
CCIs
Derivative financial liabilities
Swaps
Total

Book
value

Contractual
cash
flow

6 months
or less

06-12
months

01-02
years

02-05
years

Over
5 years

146,361
12,436
58,225
449,811

225,626
12,436
75,066
911,596

17,446
18,500

22,800
12,436
31,751

29,463
82,151

44,024
75,066
175,868

111,893
603,326

11,514

11,514

1,838

1,018

1,329

(8,678)

(7,021)

461,325

1,224,724

37,784

68,005

112,943

286,280

701,198

Book
value

Contractual
cash
flow

6 months
or less

06-12
months

01-02
years

02-05
years

Over
5 years

116,986
21,117
451,854
50,000

203,752
21,117
808,272
66,537

18,520
18,290
-

22,990
21,117
28,425
-

33,358
70,276
-

48,236
236,855
66,537

80,649
454,425
-

12,340

(14,934)

(1,578)

(2,540)

(2,699)

(4,612)

(3,504)

652,297

1,084,744

35,232

69,992

100,395

347,015

531,570

Consolidated
December 31, 2009

Non-derivative financial liabilities


Loans and financing
Suppliers and other accounts payable
CCIs
Purchase of assets
Derivative financial liabilities
Swaps
Total

91

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Parent company
Book
value

Contractual
cash
flow

6 months
or less

06-12
months

01-02
years

02-05
years

Over
5 years

Non-derivative financial liabilities


Loans and financing

49,765

53,925

15,103

20,484

18,338

Suppliers and other accounts payable


CCIs

2,531
97,340

2,531
159,249

7,707

2,531
7,846

15,692

31,384

96,620

Derivative financial liabilities


Swaps

11,514

15,159

1,889

1,475

2,841

4,921

4,033

161,150

230,864

24,699

32,336

36,781

36,305

100,653

Book
value

Contractual
cash
flow

6 months
or less

06-12
months

01-02
years

02-05
years

Over
5 years

Non-derivative financial liabilities


Loans and financing
Suppliers and other accounts payable
CCIs

56,269
2,025
98,016

62,683
2,025
153,985

16,137
7,699

20,554
2,025
7,699

25,991
15,399

46,195

76,992

Derivative financial liabilities


Swaps

12,340

(14,934)

(1,578)

(2,540)

(2,699)

(4,612)

(3,504)

168,650

203,759

22,259

27,738

38,691

41,583

73,488

March 31, 2010

Total
Parent company
December 31, 2009

Total

The Company may be exposed to the following risks according to its activity:

Credit risk;

Liquidity risk;

Market risk;

Operational risk.

92

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Credit risk
The Company's credit risk is characterized by the non-performance, by a client or
counterparty in a financial instrument, of their contractual obligations. The Company's
operations consist of the leasing of commercial spaces and management of shopping malls.
The lease contracts are regulated by the Leasing law. Our customer portfolio is diversified
and is constantly monitored with the objective of reducing losses due to default. Leases may
feature a guarantor, which mitigates the Company's credit risk.
Accounts receivable of rent and other receivables are related mainly to the storeowners of the
shopping centers in which the Company has a stake. The Company establishes provision for
impairment that represents its estimate of losses incurred in relation to trade accounts
receivable and other receivables and investments.

Liquidity risk
Investment decisions are made in light of their impacts on the long-term cash flow (60/120
months). The Company's guideline is to work with assumptions of minimum cash balances,
which vary according to the schedule of investments, and of financial coverage of our
obligations, where the projected cash generation has to surpass the contracted obligations
(financing, construction works, acquisitions), thus mitigating the refinancing risk of debts and
obligations. To finance buildings under construction, the Company seeks to structure longterm operations with the financial market, with a grace period to align them with expected
cash generation.

Market risk
Just like the retail segment, the Company is exposed to inflation risk, since this applies
pressure to the income of families, thus reducing consumption in the retail market. Different
levels of inflation are used in the projection models used for determination of our strategies,
in order to establish scenarios for the Company's development.

93

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Another risk to which the Company is exposed is the risk of increase of interest rates, and of
price indexes, as the Company obtained financing using these indexes. However, with the
objective of mitigating this effect on the medium long term, whenever possible the Company
opts for indexes of low volatility to be able to estimate its future outlays more accurately.

Operational risk
As the Company's revenue is directly related to the ability to lease the retail spaces of its real
estate ventures, Management periodically monitors its/their operating conditions in order to
anticipate possible impacts. For this purpose, in the maintenance of its ventures and in new
developments and expansions, specialized companies with widely known operational
qualification are contracted to keep track of the physical and financial schedule and
performance of construction works and improvements in order to have the fulfillment of the
approved budget guaranteed. Nevertheless, the sale of the retail spaces is executed by a team
from the company in order to ensure negotiations with storeowners that are aligned with the
marketing and mix strategy of the Shopping Centers.
Risks are reviewed monthly by the operations and financial management areas that generate
monitoring reports. If situations of deviation are identified, reviews of the Company's
strategies are submitted for approval by senior management for deployment.
Senior management keeps track of the performance of the Shopping Centers in operation and
under development, based on a budget approved annually. This system allows the monitoring
and previous validation of outlays vis-a-vis the budget as well as the financial and operating
performance of investments, in the same way as we closely monitor the growth of our
liquidity with a focus on the short and long terms.

94

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Capital management
Financial Management, as well as the other areas, seeks a balance between profitability vis-avis the risk incurred, so as not to expose its equity or to suffer with sudden price or market
fluctuations. Aiming at healthy capital management, the Company has the policy of
preserving liquidity with the close monitoring of the short and long-term cash flow.
We hereby inform you that there was no alteration in the Company's capital management
policy in the previous years and that neither the Company nor its own subsidiaries and
subsidiaries under joint ownership are subject to the external capital requirements imposed.
Consolidated
03/31/2010

12/31/2009

Loans and financing


Real estate credit note
Obligations for purchase of assets

146,361
449,811
58,225

116,986
451,854
87,156

Total

654,397

655,996

(11,664)
(481,466)

(9,427)
(47,844)

161,267

598,725

1,061,912

620,671

15.19%

96.46%

(-) Cash and cash equivalents


(-) Securities
Net debt (A)
Total shareholders' equity (b)
Net debt / adjusted capital (A/B)

95

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Foreign exchange risk


The Company does not have exchange risks since the entire transaction of receipts and payments
is performed in national currency. Moreover, the Company also informs that it does not have any
assets or liabilities subject to foreign currency variation.

Interest rate risk


The Company accounts for financial assets at fair value through profit or loss and also has a swap
derivative financial liability whose transaction originates from the CRI operation that the
Company entered into with the subsidiary Nibal, where the amount obtained was R$200,000.
Consolidated
Book value

Financial instruments from interest rate


Financial assets
Financial liabilities

Derivative financial instruments


Financial assets
Financial liabilities

Parent company
Book value

03/31/2010

12/31/2009

03/31/2010

12/31/2009

481,466
(584,658)

47,844
(556,500)

446,581
(147,105)

22,649
(154,285)

(103,192)

(508,656)

299,476

(131,636)

(11,514)

(12,340)

(11,514)

(12,340)

(11,514)

(12,340)

(11,514)

(12,340)

Fair value vs. book value


Management's understanding is that financial assets and liabilities not presented in this note are
stated at book value with a reasonable presentation of fair value.

96

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The fair values of the financial assets and liabilities, together with the book values presented in
the balance sheet, are as follows:
03/31/2010

12/31/2009

Amount
value

Fair
value

Book
value

Fair
value

Financial assets available for sale


Financial assets recorded at fair value through profit or loss

145,506
481,466

145,506
481,466

145,506
47,844

145,506
47,844

Total

626,972

626,972

193,350

193,350

Liabilities measured at fair value


Swap
Total

(11,514)
(11,514)

(11,514)
(11,514)

(12,340)
(12,340)

(12,340)
(12,340)

16,860
70,548
44,533
200,000
171,044
100,831
5,232

16,299
72,544
44,013
207,429
184,576
100,931
5,232

16,894
34,200
51,195
203,636
165,913
100,594
-

16,281
34,874
50,491
215,876
178,824
102,222
-

51,069

52,492

50,000

50,856

660,117

683,516

622,432

649,425

Note

Liabilities measured by the amortized cost


Secured bank loans
Bradesco - Albarpa
Bradesco - BH
Banco Unibanco
CCI - Nibal R$ 200,000
CCI - Belm R$ 150,000
CCI RB Capital
Banco do Brasil
Unsecured bank loans
Financing Joo Fortes
Total

97

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

03/31/2010

12/31/2009

Book
value

Fair
value

Book
value

Fair
value

Financial assets available for sale


Financial assets recorded at fair
value through profit or loss

334,518

334,518

145,506

145,506

257,772

257,772

22,649

22,649

Total

592,290

592,290

168,155

168,155

Liabilities measured at fair value


Swap

(4,235)

(4,235)

(12,340)

(12,340)

Total

(4,235)

(4,235)

(12,340)

(12,340)

24,547
98,198

24,374
98,659

51,195
100,594

50,491
102,222

122,745

123,032

151,789

152,713

Note

Liabilities measured by the amortized cost


Bank loans
Unibanco
CCI RB Capital
Total

Fair value hierarchy


Financial instruments with data originating from an active market (unadjusted quoted price) so
that it is possible to have daily access including on the date of measurement of the fair value are
classified as Level 1.
Financial instruments with data different from that originating from an active market (unadjusted
quoted price) included at Level 1, extracted from a pricing model based on observable market
data are classified as Level 2.

98

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Investments classified as Level 3 are those whose data are extracted from a pricing model
based on unobservable market data.
Consolidated
Level 1

Level 2

Level 3

Total

March 31, 2010


Financial assets available for sale
Financial assets recorded at fair value through profit or
loss
(-) Derivative financial liabilities

145,506

145,506

481,466
-

(11,514)

481,466
(11,514)

Total

481,466

133,992

615,458

December 31, 2009


Financial assets available for sale
Financial assets recorded at fair value through profit or
loss
(-) Derivative financial liabilities

145,506

145,506

47,844
-

(12,340)

47,844
(12,340)

Total

47,844

133,166

181,010

99

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Fair value hierarchy


Parent company
Level 1

Level 2

Level 3

Total

March 31, 2010


Financial assets available for sale
Financial assets recorded at fair value through profit or loss
(-) Derivative financial liabilities

446,581
-

145,506
(11,514)

145,506
446,581
(11,514)

Total

446,581

133,166

580,573

December 31, 2009


Financial assets available for sale
Financial assets recorded at fair value through profit or loss
(-) Derivative financial liabilities

22,649
-

145,506
(12,340)

145,506
22,649
(12,340)

Total

22,649

133,166

155,815

Sensitivity analysis
The CVM Instruction 475 sets forth that publicly-held companies, in addition to the provisions in
item 59 of OCPC03 (which revokes Resolution 566/09 issued by CVM and sanctions CPC 14)
regarding Financial Instruments: Recognition, Measurement and Evidencing, shall disclose a
table stating a sensitivity analysis for any market risks deemed as relevant by Management,
arising from financial instruments, to which the Company is exposed at the balance sheet date,
including all operations with derivative financial instruments. Recognition, Measurement and
Evidence, shall disclose a table stating a sensitivity analysis for any market risks deemed as
relevant by Management, arising from financial instruments, to which the Company is exposed at
the balance sheet date, including all operations with derivative financial instruments.

Financial assets - Management understands that there are no relevant market risks. All
financial assets are invested in financial institutions with investment grade minimum rating
issued by the largest global rating agencies (Moodys, Austin, S&P, Fitch).

100

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The financial assets are concentrated in post-fixed investments tied to variation of the CDI.
These assets are applied in investment funds with the abovementioned characteristic.

Financial liabilities - The Company has considered, as the most probable scenario, the one of
realizing, at the operation maturity date, what the market has been signaling by way of market
curves (currencies and interest) provided by BM&FBOVESPA. The probable scenario is the
scenario considered by management and, there is no significant impact on the fair value of the
financial instruments. The respective risk variables were sensitized by 25% and 50% in
scenarios II and III according to the guidelines of instruction CVM 475. Discount rate utilized
for sensitivity analysis was 11%. (except for Via Parque Shopping where CAPM is adherent
to that used in the appraisal of the other ventures from the portfolio.

Financial assets (type of risk exposure)


The table below shows the sensitivity analysis of Company's management an the effects on cash
of operations pending on March 31, 2010:
Aliansce Consolidated

Operation
Bradesco Loan
Unibanco Loan
Bradesco Financing
Market value - FII Via Parque
CCI Nibal
CCI Belm
CCI RB Capital
CCI Aliansce
Financing Joo Fortes
Swap

Variable
of risk
High TR
High CDI
High TR
---High TR
High TR
High IPCA
High IPCA
High IPCA
High TR

Book
value

Scenario I
(probable)

(16,860)
(44,533)
(70,548)
145,506
(200,000)
(171,044)
(70,549)
(30,282)
(50,000)
(11,514)

(15,584)
(43,916)
(64,623)
181,919
(197,587)
(172,235)
(67,159)
(28,782)
(50,589)
(10,593)

101

Scenario II Scenario III


+25%
+50%
(15,814)
(44,874)
(65,706)
142,680
(202,931)
(178,861)
(69,794)
(29,887)
(52,104)
21,316

(16,043)
(45,833)
(66,796)
117,565
(208,451)
(185,800)
(72,478)
(31,001)
(53,649)
(29,824)

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Aliansce
Variable of risk
Operation
Unibanco Loan
CCI RB Capital
CCI Aliansce

26

High CDI
High IPCA
High IPCA

Book Scenario I Scenario II Scenario III


+25%
+50%
value probable)
(44,533)
(70,549)
(30,282)

(43,916)
(67,159)
(28,782)

(44,874)
(69,794)
(29,887)

(45,833)
(72,478)
(31,001)

Insurance
The Company and its subsidiaries adopt the policy of contracting insurance coverage for property
subject to risks in amounts considered sufficient to cover any claims, considering the nature of
their activity. The risk assumptions, due to their nature, are out of the scope of the special review,
and therefore were not examined by our independent auditors.
As of March 31, 2010, all the Company's shopping malls in operation were insured in an
equivalent manner in the following amounts:

Multi-risk package (including fire) - The amounts insured are evaluated upon each policy
issuance, and may suffer alterations during the policy year, as a direct result of any decrease
or increase in the value of the assets considered. The amounts insured as of March 31, 2010
were totally consistent with each value-at-risk, indicating a value at risk.

Loss of profits - As of March 31, 2010, the Company's shopping malls had policies in place
for loss of profits in the amount of R$ 200,291, relating to the interruption of its activities,
which we consider consistent with the size of each venture.

102

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

General Civil Liability - The Company's shopping malls have insurance for general civil
liability, which the Company believes covers the risks involved in its activity. The policies
refer to any amounts for which we can be held civilly liable, in a final and non-appealable
judgment or in an express agreement by the insurance company, with respect to compensation
for damages caused to third parties. The policies were contracted under first absolute liability
in the amount of R$ 3,000 for each of the shopping malls in operation and the other, second
absolute liability, contracted with Ita Seguros, in the amount of R$ 30,000, which covers all
the malls in operation.
-

27

Moral damages: A major part of the Company's shopping malls had insurance policies
with moral damages coverage, which the Company deems adequate to cover the risks
involved in its activities. A large portion of the shopping malls in operation have policies
with R$ 100 in coverage retained, with first-class insurance companies. In addition, the
Company has a policy with Ita Seguros with R$ 3,000 in coverage, covering all of the
shopping malls currently operating.

Net revenue from rentals and rendering of services


Aliansce Consolidated
Revenues by nature
Rental income (1)
Management services rendered
Assignment of right of use
Parking lot
Lease from own properties
Transfer rate
Taxes and contributions and other
deductions

Aliansce

03/31/2010

03/31/2009

03/31/2010

31,820
7,055
2,965
3,683
625
112

23,493
4,969
2,011
2,836
571
183

8,759
6,055
159
273
92

8,712
4,951
42
211
62

(3,799)
42,461

(2,565)
31,498

(847)
14,491

(817)
13,161

103

03/31/2009

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

(1) Income from minimum rent is being recorded based on the straight-line method, in
accordance with the guidance provided by CPC 06 - Lease operations.

28

Cost of rentals and services


Aliansce consolidated
Cost per type
Depreciation of properties
Amortization of intangible assets
Cost of marketing and planning
Expenditures with rented property
Parking
Provision for contingencies
Shopping operational costs
Allowance for doubtful accounts
Preoperating expenses (1)
Expenses with leasing of notional fraction
(2)
Total cost of lease and services

Aliansce

03/31/2010

03/31/2009

03/31/2010

03/31/2009

(3,406)
(946)
(1,014)
(1,797)
(1,312)
(1,460)
(1,103)
(1,287)

(3,765)
(992)
(1,517)
(794)
(1,217)
(905)
(788)
(1,431)

(597)
(242)
(459)
(598)
(477)
-

(968)
(156)
(359)
(659)
(509)

(7,731)

(6,710)

(12,325)

(11,409)

(10,104)

(9,361)

(1) As a result of Law 11638/07 , pre-operating expenses incurred in the period from January to
March 2010 and the year 2009 not directly related to the development of the venture are
classified in the Company's income (loss) as cost of rentals and services.
(2) Refers to the lease amount paid by Aliansce to Nibal regarding the lease of notional fraction
of 41.59% of Naciguat and 38% of Shopping Taboo, owned by Nibal, according to lease
contract signed between the parties on September 25, 2008.

104

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

29

Administrative and general expenses


Aliansce consolidated

Personnel expenses
Professional services
Expenses with occupancy
Depreciation and amortization
Facility and service expenses
Other administrative expenses

30

Aliansce

03/31/2010

03/31/2009

03/31/2010

03/31/2009

(3,886)
(2,287)
(292)
(76)
(201)
(414)

(3,261)
(1,411)
(298)
(82)
(177)
(156)

(3,535)
(1,788)
(154)
(73)
(166)
(283)

(3,246)
(773)
(153)
(53)
(139)
(237)

(7,156)

(5,385)

(5,999)

(4,601)

Financial income (loss)


Aliansce consolidated
03/31/2010
Financial expenses:
Interest
Adjustment to fair value - Swap (1)
Monetary variation expense
Other

03/31/2009

Aliansce
03/31/2010

03/31/2009

(17,305)
(1,949)
(224)

(7,626)
(3,519)
(889)

(4,378)
(4,377)
(120)

(1,889)
(3,346)
(250)

(19,478)

(12,034)

(8,875)

(5,485)

105

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Aliansce consolidated
03/31/2010
Financial income:
Interest
Adjustment to fair value - Swap (1)
Income from derivative financial
instruments - Swap (2)
Monetary variation income
Interest capitalization - CPC 20 (3)
Other

Financial income (loss)

03/31/2009

Aliansce
03/31/2010

03/31/2009

6,423
826

1,635
2,202

5,719
826

89
2,202

1,577
589
3,368

1,676
75
3,314

1,577
10
-

1,676
9
-

175

339

62

84

12,958

9,241

8,194

4,060

(6,520)

(2,743)

(681)

(1,425)

(1) Refer to the recording of swap financial instrument at fair value pursuant to
OCPC 03.
(2) Refer to gains obtained with swap financial instrument in interest payment - CRI of R$
200,000 of Nibal.
(3) It refers to capitalized interest on projects under construction.

106

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

31

Other operating income (expenses)


Aliansce consolidated

Aliansce

03/31/2010

03/31/2009

(524)

(1,414)
(232)

(626)

(1,500)
75

(524)

(1,661)

(626)

(1,425)

Gain/(Loss) in investments (1)


Other

03/31/2010

03/31/2009

(1) The gain (loss) in investments is composed of the gain determined in acquisition of new companies
and additional interest in current undertakings, change in interest in undertakings due to shareholders'
agreement (Cencom), in addition to loss in differentiated distribution of subsidiaries' dividends.

32

Guaranties and sureties


The Company and/or its shareholders, in the capacity of guarantors of loans and financing
assumed by the Company and by some of its subsidiaries (subsidiaries of Aliansce and of
shareholders), provided surety bonds in amounts proportionate to their interest in the subsidiaries,
in the amount of R$ 544,295.
The contract provides for a grace period of two years from the signing of the contract for
payment of principal and interest.
Amounts
guaranteed
(Parent
company
and/or
shareholders)

Beginning

End

44,533

December
2008

November
2011

Amortization

Remaining
installments

Settled
installments

Terms

15

CDI +
1.87% per
annum

Aliansce (1)

Banco Unibanco

107

21

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Amounts
guaranteed
(Parent
company
and/or
shareholders)

Beginning

End

200,000

September
2010

September
2018

16,860

January
2011

December
2018

128,283

March
2011

Banco Itau/BNDES

1,892

Banco Itau/BNDES

Amortization

Remaining
installments

Settled
installments

Terms

TR +
10.80%
p.a.

96

TR +
10.80%
p.a.

February
2021

120

TR +
12% p.a.

July
2008

July 2015

63

21

TJLP +
4.95% p.a.

2,512

April
2010

April 2017

84

TJLP +
4.45% p.a.

70,549

January
2010

December
2019

IPCA+
9.7371%
p.a.

30,282

January
2010

January
2020

IPCA +
7.7371%
p.a.

49,384

Decembe
r 2011

November
2021

TR +
11.39%
p.a.

Nibal

CIBRASEC (2)

96

Albarpa (3)

Banco Bradesco
Shopping Boulevard Belm
(4)
CIBRASEC (*)
SCGR (5)

ALIANSCE

RB Capital (6)

RB Capital (7)

117

118

Boulevard Shopping:

Bradesco (8) (*)


Total

544,295

108

120

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

(1)

Nibal, Yangon, Frascatti, Alsupra and Albarpa x Aliansce


Guarantee associated with the obtainment of working capital financing, made by and between Aliansce and Unibanco, with the
following companies as guarantors: Nibal Participaes Ltda., Yangon Participaes Ltda., Frascatti Investimentos Imobilirios
Ltda., Alsupra Participaes Ltda. and Albarpa Participaes Ltda.

(2)

Aliansce e Nibal x CIBRASEC


Guarantee associated with the obtainment of CRI financing, made by and between Nibal and Cibrasec:

(3)

Pledge of:

one million, eight hundred seven thousand, two hundred thirty-seven (1,807,237) shares of Aliansce, held by Manet
Participaes S.A., on this date representing 2.02% of the total capital stock of Aliansce, in first degree; and

one million, seven hundred ninety-eight thousand, two hundred ninety (1,798,290) shares of Aliansce, held by GGP
Brasil Participaes S.A., on this date representing 2.01% of the total capital stock of Aliansce, in first degree.

Guarantee of fiduciary assignment of receivables arising from the exploration of the properties Naciguat, Riguat and
Taboo;

Mortgage on the properties Naciguat, Riguat, and Taboo;

Fiduciary release of right to the receipt of indemnity relating to the Insurance for Loss of Lease Income and to the Property
Insurance of Naciguat and of Taboo;

Fiduciary release of the asset position in the swap; and

Surety bond of Nibal and of Aliansce.

Albarpa x Bradesco
Guarantee associated to obtaining financing for the Caxias Shopping construction work entered into Barpa, Supra, (companies
merged by Albarpa on December 31, 2009, and Banco Bradesco:

Sureties provided by Aliansce; and

The mortgage of the property on which Shopping Caxias is located (matriculation numbers 3.457, 16.194, 1.706, 16.195 e
16.839) in the 2nd Division's Real Estate Registry, 5th Notarial Office of the 1st Judicial District of Duque de Caxias, State
of Rio de Janeiro, in connection with the notional fraction of the property owned by Barpa (40%).

109

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

(4)

Shopping Boulevard Belm x CIBRASEC


Guarantee associated with the obtainment of CRI financing, made by and between Shopping Boulevard Belm and CIBRASEC:

(5)

Surety of Aliansce in favor of investor;

Surety bond of Aliansce in favor of Shopping Boulevard Belm;

Fiduciary assignment of the fractions of Shopping Carioca by Supra Empreendimentos e Participaes S.A and Albarpa
Participaes S.A., and of the fraction of Santana Parque Shopping, by Acapurana Participaes Ltda..;

Fiduciary assignment of credit rights of Acapurana Participaes Ltda, owner of the notional fraction of 50% of Santana
Parque Shopping;

Fiduciary assignment of Quotas of Fundo de Investimento Imobilirio Via Parque Shopping held by Aliansce Shopping
Centers S.A.;

Fiduciary assignment of credit rights of Albarpa Participaes S.A. of their interest in the economic exploration of
Shopping Carioca;

Fiduciary assignment of a share of Boulevard Shopping Belm S.A and of a share of Matisse Participaes S.A., both
owned by Aliansce Shopping Centers S.A.; and

Fiduciary assignment of Quotas of Fundo Via Parque.

SCGR x Ita
Guarantees related to the bank credit notes undersigned on June 18, 2007 between SCGR, Sendas, and Ita for the on-lending of
funds from BNDES intended to execute the investment plan to expand Shopping Grande Rio, located in the city of Rio de
Janeiro. The following were formalized:

The joint co-signatures of the following companies: Sendas S.A., Rique Empreendimentos, RABR Empreendimentos, Sendas
(and SCGR in a similar loan made by Sendas);

Assignment and pledge on receivables arising from the rental of areas in Shopping Grande Rio, equal to 140% of the principal
plus debt service for the subsequent month; and

Mortgage guarantee of the notional fraction of 35% of the property where the venture is located.

On February 16, 2009 new guarantees were given in connection with a new credit note undersigned by SCGR, Sendas, and Ita,
intended to execute the investment plan for Shopping Grande Rio's second investment stage.

The joint co-signatures of the following companies: Companhia, Sendas S.A., Aliansce Shopping Centers S.A., RABR
Empreendimentos, Sendas (and SCGR in a similar loan made by Sendas);

110

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

(6)

Second degree mortgage of a 35% notional fraction of the property on which the undertaking is located.

Amendment to the agreement on the assignment and pledge of receivables arising from the rental of areas in Shopping
Grande Rio, which now also secures this new note.

Aliansce and RB Capital


Guarantee in connection with the loan entered into between Aliansce and Domus, which assigned its contractual position to RB
Capital:

(7)

Fiduciary assignment of of 70% of Bangu Shopping property, owned by BSC;

Fiduciary assignment of 70% of receivables of Bangu Shopping, owned by BSC; and and

Fiduciary assignment of BSC's shares, owned by Aliansce.

Aliansce and RB Capital


Guarantee in connection with the loan entered into between Aliansce and Domus, which assigned its contractual position to RB
Capital:

(8)

Fiduciary assignment of 30% of Bangu Shopping property, owned by BSC;

Fiduciary assignment of 30% of receivables of Bangu Shopping, owned by BSC and

Fiduciary assignment of BSC's shares, owned by Aliansce.

Boulevard BH and Bradesco


Guarantee in connection with the loan entered into between Boulevard BH and Bradesco on November 23, 2009, in the amount
of R$110,000:

(*)

Sureties provided by Aliansce;

Mortgage of part of the land where Shopping BH is being constructed;

Fiduciary assignment of future receivables of Boulevard BH; and

Fiduciary assignment of shares of Boulevard BH;

Amounts of the Company's equity interests.

111

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

33

Net earnings per share


a. Basic earnings per share
As required by CPC 41 and IAS 33 (Earnings per Share), the tables below reconcile loss for
the period to the sums used to calculate the basic and diluted loss per share.
Basic earnings per share

03/31/2010

03/31/2009

Common

Total

Common

Total

Earnings attributable to controlling


shareholders
Number of shares (in thousands) weighted average

9,514

9,514

6,316

6,316

97,891

97,891

22,060

22,060

Net earnings per share - basic (in


R$)

0.0972

0.0972

0.2863

0.2863

Diluted earnings per share

03/31/2010

03/31/2009

Common

Total

Common

Total

Earnings attributable to controlling


shareholders
Number of shares (in thousands) weighted average

9,514

9,514

6,316

6,316

97,891

97,891

22,060

22,060

Net earnings per share - diluted


(in R$)

0.0972

0.0972

0.2863

0.2863

112

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

34

Subsequent events
On May 7, 2010 the Company approved the 1st and 2nd Stock Option programs for shares issued
by the Company and the allocation of these to certain executives and employees, under the Stock
Option Plan approved by the Special Shareholders' meeting held on November 12, 2009. The
table below shows the total shares under the Plan's 1st and 2nd programs.

Plan program

1st program

2nd program

Beneficiaries
Executives and employees
recommended to senior
management
Executives and employees
recommended to senior
management

Total shares in the


stock-option
agreements

Strike
price

3,486,679

R$ 9.00

418,321

R$ 9.75

The underwriting or acquisition price for the shares under both Programs will be updated
monthly according to the IPC-DI index disclosed by Fundao Getlio Vargas, as of this date.
The options granted to beneficiaries may only be exercised as of one year from the date they are
granted, at a rate of 25% per annum. Should a beneficiary not exercise the option by the end of
each vesting period, or not exercise it in the permitted proportion during the mentioned period,
such options not exercised will be added to the options to be exercised by the end of the
following period, and may be exercised in the future.

113

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The maximum term for exercising the options granted under the 1st and 2nd Programs is five
years as of granting the options. Following this term, the beneficiary will forgo his/her right to
exercise the option.

Board of Directors

Renato Feitosa Rique - Chief Executive Officer


Sandeep Lakhmi Mathrani- Board member
Joel Laurence Bayer - Board Member
Carlos Geraldo Langoni - Board member
Carlos Alberto Vieira - Independent Board Member

Executive Board

Renato Feitosa Rique - Chief Executive Officer


Henrique Christino Cordeiro Guerra Neto - Executive and Investor Relations Officer
Renato Ribeiro de Andrade Botelho - Financial Officer
Dlcio Lage Mendes - Chief Operating Officer
Paula Guimares Fonseca - Legal Officer
Ewerton Espnola Visco - Officer

Ronaldo do Santos Vieira


Accountant
CRC-RJ 076593/O-1

114

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