Documente Academic
Documente Profesional
Documente Cultură
Quarterly information
March 31, 2010
Quarterly information
Quarter ended on March 31, 2010
Contents
Performance report
3 - 24
25 - 26
Balance sheets
27
Statements of income
28
29
30
31
32
33 - 114
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;
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
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%
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
G&AExpenses(R$Thousand)
1Q09
1Q10
(7,586)
(7,820)
ManagerialFinancialInformation
1Q10
Operating(Expenses)/Income
1Q09
1Q10/1Q09%
(AmountsinthousandsofReais,exceptpercentages)
AdministrativeandGeneralexpenses
7,219
Equityinincome
5,401
33.7%
133
n/a
DeferredandIntangibleDepreciationandAmortizationExpenses
76
71
7.0%
OtherOperating(Expenses)/Income
525
2,247
76.6%
7,820
7,586
3.1%
Total
Financial Result
Financial Result(R$Thousand)
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
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
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$47.2 million in 1Q09, mainly due to investments in Boulevard
Shopping Belo Horizonte and Boulevard Shopping Belm, as well as the 30% interest acquisition of Bangu
Shopping, the ongoing mall expansions and the redevelopment of Shopping Santa rsula. For more details,
see the Growth Vectors section.
13
OPERATING HIGHLIGHTS
Mall performance indicators maintained their growth trajectory in 1Q10, where we can highlight rents,
occupancy rate and NOI/m.
Occupancy rate
OccupancyRate(%)
98.4%
98.6%
98.6%
98.1%
98.00%
14
GROWTH VECTORS
Greenfield projects
In 1Q10, investments in greenfield projects totaled R$ 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
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
%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$'000)
IRR
(a.a.)
384
1,844
1,014
13,337
1,113
12,214
3,281
25,521
2,147
40
2,748
132
1,385
398
4,668
16%
17%
20%
27%
16,580
42,129
147
1,507
499
5,073
16
100%
100%
65%
65%
Future Expansions
Expansions with openings schedule to 2011 will increase our own GLA by 14,559 m.
FutureExpansions
ViaParqueShopping
CaxiasShopping
ShoppingGrandeRio
ShoppingTaboo
IguatemiSalvador
State
Opening
RJ
RJ
RJ
SP
BA
2Q11
3Q11
4Q11
4Q11
4Q11
Total
GLA
GLAAliansce
%Aliansce
(sq.m.)
(sq.m.)
8,000
5,000
5,000
5,800
8,500
69.6%
40.0%
25.0%
38.0%
41.6%
32,300
5,570
2,000
1,250
2,204
3,535
14,559
ComposiodaDvida
CurtoPrazo LongoPrazo
Endividamento
Total
Bancos
CCI/CRI
Obrigaoparacompradeativos
35.905 110.456
19.426 430.385
7.156 51.069
146.361
449.811
58.225
DVIDATOTAL
62.487 591.910
654.397
Caixaeaplicaesfinanceiras
(493.130)
(493.130)
DVIDALQUIDA
(430.643) 591.910
161.267
17
Debtbreakdown
Banks
CCI/CRI
Obligationforpurchaseofassets
ShortTerm
LongTerm
TotalDebt
35.905
19.426
7.156
110.456
430.385
51.069
146.361
449.811
58.225
62.487
TOTALDEBT
591.910
CashandCashEquivalents
(494.056)
NETDEBT
(431.569)
591.910
654.397
(494.056)
160.341
On March 31, 2010, Aliansces net debt after financial investments totaled R$ 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
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
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
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
572,417
Totalliabilitiesandshareholders'equity
1,922,187
(*)AliansceConsolidatedfinancialinformationcontemplatestheeffectsofIFRS.
1,481,169
56,644
57,527
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
Central Tel
Fax
Internet
55 (21) 3515-9400
55 (21) 3515-9000
www.kpmg.com.br
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.
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.
26
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
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
1,061,912
620,671
1,007,609
566,076
1,921,755
-
1,481,168
-
1,338,317
-
903,329
-
27
Statements of income
Quarters ended March 31, 2010 and 2009
(In thousands of Reais, except net income per share)
Note
3/31/2010
Re-pres.
3/31/2009
Re-pres.
3/31/2010
Re-pres.
3/31/2009
Re-pres.
27
42,461
31,498
14,491
13,161
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)
29
30
9,718
(204)
(204)
6,824
(508)
(508)
33
0.0972
0.2863
0.0972
0.2863
33
0.0972
0.2863
0.0972
0.2863
28
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
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 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
Expenditure
with issuance
of shares
Profit reserve
Unrealized
profit
Profit
reserve
retention
Aliansce Consolidated
Capital
reserve
Capital
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)
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
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
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)
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
1,883
2,764
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)
27,369
5,901
1,969
(5,190)
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
11,362
(3,589)
10,068
(25)
11,362
(3,589)
10,068
(25)
40,327
16,473
22,843
32
9,367
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.
33
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%
34
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.
35
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
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;
37
Shareholders' equity
Consolidated
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
Statement of income
Consolidated
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
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
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.
40
41
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.
42
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.
43
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.
44
Segment information
The segment information is divided into: (i) Shopping Center activities divided up into rent and
parking; and (ii) rendering of services.
45
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.
46
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
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
Securities
Aliansce Consolidated
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
The Company aims to manage its cash seeking a perfect balance between liquidity and
profitability, considering the investment plan for the next years. In order to pave the way for our
strategy, we followed the guidelines as set out below:
Liquidity
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).
49
03/31/2010
12/31/2009
1,476,354
69.62%
1,476,354
69.62%
145,506
196,849
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
Current
Non-current
Aliansce
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
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.
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
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
(8,120)
215
(1,110)
(6,863)
1,872
(3,129)
(366)
116
(476)
1,088
(1,454)
(9,015)
(8,120)
(726)
(366)
52
10
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
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)
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
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
56
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
44.58%
44.58%
Commercial space
57
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
100.00%
100.00%
Commercial space
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
30.00%
30.00%
BSC Shopping
Centers S.A.
99.99%
Supra Empreend. e Part.
S.A. (2)
58
Shopping Center
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
38.00%
Manati
Empreendimentos e
Participaes (1)
50.00%
Shopping Santa
rsula
75.00%
75.00%
Shopping Center
NIAD Administrao
Ltda.
100,%
50.00%
50.00%
Aliansce Assessoria
Comercial Ltda.
99.99%
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
(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
Income or
income
Company
Interest %
equity
Capital
loss
(loss)
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
Company
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
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
12
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
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
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
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
14
Intangible assets
Consolidated
03/31/2010
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
03/31/2010
Useful life
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
The goodwill amounts calculated for interest in entities are based on the expectation of future
profitability of the acquired asset. These assets were amortized up to December 31, 2008 and, as
from January 1, 2009, were no longer amortized.
15
Financial institution
Borrowing company
Maturity
Index
Effective
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 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
69
Aliansce
03/31/2010
12/31/2009
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
70
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
10,505
4,486
7,479
71
12/31/2009
7,593
4,127
Aliansce Consolidated
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
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
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
11,514
12,340
108,854
110,356
Grand total
73
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
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
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
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
76
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
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
We wish to inform you that the Company discloses the sensitivity analysis of the financial
instruments in note 25, for better evidencing of their behavior.
There are no covenants associated with the Company's loans.
17
Suppliers
Aliansce Consolidated
Aliansce
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
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
19
12/31/2009
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
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
Deferred income includes the recognition of the assignment of usage rights (CDU), as well as
prepaid rent and other pertinent items.
21
81
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
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
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
Parent company
Assets
Liabilities
03/31/2010
12/31/2009
03/31/2010
12/31/2009
3,915
702
4,196
702
(43,855)
(3)
(168)
(41,902)
96
(143)
1,521
1,317
6,138
6,215
(44,026)
(41,949)
03/31/2010
03/31/2009
15,796
11,474
34%
34%
5,371
3,901
Additions:
Provisions and other non-deductibles expenses
1,627
1,125
3,073
1,348
84
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)
5,229
4,353
2,083
3,146
2,721
1,632
5,229
4,353
33.10%
36.51%
13.18%
23.71%
19.92%
14.22%
Aliansce
Effective tax rate reconciliation
03/31/2010
12/31/2009
9,718
6,820
34%
34%
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
85
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
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
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.
25
Accumulated net alterations in the fair value of financial assets available for sale until the
investments are reviewed or suffer impairment loss;
88
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.
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.
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
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
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
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
91
Parent company
Book
value
Contractual
cash
flow
6 months
or less
06-12
months
01-02
years
02-05
years
Over
5 years
49,765
53,925
15,103
20,484
18,338
2,531
97,340
2,531
159,249
7,707
2,531
7,846
15,692
31,384
96,620
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
56,269
2,025
98,016
62,683
2,025
153,985
16,137
7,699
20,554
2,025
7,699
25,991
15,399
46,195
76,992
12,340
(14,934)
(1,578)
(2,540)
(2,699)
(4,612)
(3,504)
168,650
203,759
22,259
27,738
38,691
41,583
73,488
Total
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
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
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
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
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%
95
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)
96
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
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
(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
97
03/31/2010
12/31/2009
Book
value
Fair
value
Book
value
Fair
value
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
(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
98
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
145,506
145,506
481,466
-
(11,514)
481,466
(11,514)
Total
481,466
133,992
615,458
145,506
145,506
47,844
-
(12,340)
47,844
(12,340)
Total
47,844
133,166
181,010
99
Level 2
Level 3
Total
446,581
-
145,506
(11,514)
145,506
446,581
(11,514)
Total
446,581
133,166
580,573
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
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.
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
(16,043)
(45,833)
(66,796)
117,565
(208,451)
(185,800)
(72,478)
(31,001)
(53,649)
(29,824)
Aliansce
Variable of risk
Operation
Unibanco Loan
CCI RB Capital
CCI Aliansce
26
High CDI
High IPCA
High IPCA
(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
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.
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
(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
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
29
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)
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 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
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
31
Aliansce
03/31/2010
03/31/2009
(524)
(1,414)
(232)
(626)
(1,500)
75
(524)
(1,661)
(626)
(1,425)
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
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
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:
544,295
108
120
(1)
(2)
(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;
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;
Albarpa x Bradesco
Guarantee associated to obtaining financing for the Caxias Shopping construction work entered into Barpa, Supra, (companies
merged by Albarpa on December 31, 2009, and Banco Bradesco:
The mortgage of the property on which Shopping Caxias is located (matriculation numbers 3.457, 16.194, 1.706, 16.195 e
16.839) in the 2nd Division's Real Estate Registry, 5th Notarial Office of the 1st Judicial District of Duque de Caxias, State
of Rio de Janeiro, in connection with the notional fraction of the property owned by Barpa (40%).
109
(4)
(5)
Fiduciary assignment of the fractions of Shopping Carioca by Supra Empreendimentos e Participaes S.A and Albarpa
Participaes S.A., and of the fraction of Santana Parque Shopping, by Acapurana Participaes Ltda..;
Fiduciary assignment of credit rights of Acapurana Participaes Ltda, owner of the notional fraction of 50% of Santana
Parque Shopping;
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
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
(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.
(7)
Fiduciary assignment of 70% of receivables of Bangu Shopping, owned by BSC; and and
(8)
(*)
111
33
03/31/2010
03/31/2009
Common
Total
Common
Total
9,514
9,514
6,316
6,316
97,891
97,891
22,060
22,060
0.0972
0.0972
0.2863
0.2863
03/31/2010
03/31/2009
Common
Total
Common
Total
9,514
9,514
6,316
6,316
97,891
97,891
22,060
22,060
0.0972
0.0972
0.2863
0.2863
112
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
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
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
Executive Board
114