Quarterly Information - ITR Brasil Brokers Participações S.A. June 30, 2016

Transcription

1 Quarterly Information - ITR Brasil Brokers Participações S.A. June 30, 2016

2 Brasil Brokers Participações S.A. Quarterly information - ITR June 30, 2016 Contents: Independent auditor s report on quarterly information Statement of Financial Position as at June 30, 2016 and December 31, 2015 Statement of income as at June 30, 2016 and 2015 Statement of changes in equity for the years ended June 30, 2016 and 2015 Statement of value added as at June 30, 2016 and 2015 Statement of comprehensive income as at June 30, 2016 and 2015 Statement of Cash Flows as at June 30, 2016 and 2015 Notes to quarterly information Management Report 2Q16 Earnings Release

3 3 Interim financial information review report Grant Thornton Auditores Independentes Rua Voluntários da Pátria, 89 1º andar Botafogo Rio de Janeiro RJ Brasil To: The Shareholders and Management of Brasil Brokers Participações S.A. Rio de Janeiro RJ T Introduction We have audited the parent company and consolidated interim financial information of Brasil Brokers Participações S.A ( Company ), contained in the Interim Financial Information Form (ITR) for the quarter ended June 30, 2016, which comprise the statement of financial position as at June 30, 2016 and the statements of operations, comprehensive income and changes in equity and cash flows for the three- and six-month periods then ended and other explanatory information. The Company s Management is responsible for the preparation of this interim financial information in accordance with Technical Pronouncement (CPC) 21 (R1) and IAS 34 Interim Financial Reporting issued by the International Accounting Standards Board (IASB), as well as for the fair presentation of this information consistently with the standards issued by the Brazilian Securities and Exchange Commission, applicable to the preparation of the Interim Financial Information Form ITR. Our responsibility is to express an opinion on these interim financial statements based on our review. Scope of review We carried out our review in accordance with Brazilian and international standards on review of interim statements (NBC TR 2410 Review of Interim Financial Information Performed by the Auditor of the Entity and ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily to people in charge of financial and accounting matters, and applying analytical procedures and other review procedures. The scope of a review is substantially less than an audit carried out in accordance with audit standards and, consequently, it did not enable us to have assurance that we were aware of all significant matters that might be identified in an audit. Therefore, we do not express an audit opinion.

4 4 Conclusion on the interim financial information Based on our review, we are not aware of any fact that would lead us to believe that the parent company and consolidated interim financial information included in the interim financial information referred to above were not prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34, issued by IASB applicable to the preparation of the Interim Financial Information Form - ITR and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission. Other matters Interim statements of value added We have also audited the parent company and consolidated statements of value added (DVA) for the six-month period ended June 30, 2016, prepared by the Company s management, which is required to be presented in the interim financial statement by the Brazilian Securities and Exchange Commission (CVM) standards, applicable to the Interim Financial Information Form - ITR, and deemed as supplementary information to the International Financial Reporting Standards (IFRS) that do not require the presentation of the statements of value added (DVA). These statements were submitted to the same audit procedures previously described and, based on our review, we are not aware of any fact that would lead us to believe that they were not prepared, in all material respects, in accordance with the parent company and consolidated interim financial information taken as a whole. Audit of figures related to the previous fiscal year and review of the figures related to the second quarter of the previous fiscal year The figures related to the fiscal year ended December 31, 2015 and the quarter ended June 30, 2015, presented for comparison purposes, had been previously audited and reviewed by other independent auditors, who issued reports on March 29, 2016 and August 11, 2015, respectively, without changes. Rio de Janeiro, August 9, Ana Cristina Linhares Areosa Accountant CRC RJ /O-3 Grant Thornton Auditores Independentes CRC SP /O-1 S RJ

5 ASSETS BRASIL BROKERS PARTICIPAÇÕES S.A. Statement of Financial Position as of June 30, 2016 and December 31, 2015 (In thousands of Reais) LIABILITIES AND EQUITY Notes Parent Company Consolidated Notes Parent Company Consolidated Jun/16 Dec/15 Jun/16 Dec/15 Jun/16 Dec/15 Jun/16 Dec/15 Current Assets: Current Liabilities: Cash and cash equivalents Trade payables Securities Payroll, provisions and social contributions Trade receivables Taxes and contributions payable Advances to suppliers Advances from clients Recoverable taxes Dividends payable Dividends and interest on equity receivable Payables acquisition of companies Option contracts Option contracts Prepaid expenses Other payables Receivables - Resale of companies Other Total current assets: Total current liabilities Non-current assets: Non-current liabilities: Long-term assets Long-term liabilities - Securities Trade receivables Provision for contingencies Available-for-sale plots of land Payables acquisition of companies Recoverable taxes Provision for investment losses Loans with related parties Option contracts Option contracts Other payables Advances for future capital increase increase Judicial deposits Receivables - Resale of companies Total non-current liabilities Other Equity: Capital stock Capital reserve Investments in subsidiaries Accumulated losses (65.490) (40.099) (65.490) (40.099) Property and equipment Treasury shares (23.717) (23.717) (23.717) (23.717) Intangible assets: Transactions with non-controlling interests (75.133) (75.133) (75.133) (75.133) Indefinite useful life Identifiable useful life Company's equity: Non-controlling shareholders Total non-current assets: Total equity Total assets Total liabilities and equity The notes are an integral part of these interim financial statements.

6 BRASIL BROKERS PARTICIPAÇÕES S.A. Statement of operations as of June 30, 2016 and 2015 (In thousands of Reais, except for basic and diluted earnings per share) Company Consolidated Notes Jun/16 Jun/15 Jun/16 Jun/15 Service revenue Discounts and rebates - - (1.520) (4.099) Taxes levied (166) (220) (8.210) (12.709) Net revenue Cost of services rendered (1.819) (3.142) Gross result Operating costs, expenses and income: Management expenses 22 (12.614) (14.427) (75.132) (93.935) Management fees 14 (598) (780) (1.598) (1.861) Depreciation and amortization (1.663) (1.551) (7.254) (7.811) Other operating income (expenses) (64) Equity income 10 (18.786) (1.503) - - Operating profit before financial result (31.590) (6.615) (31.669) (576) - Financial expenses 23 (109) (11.660) (472) (11.823) Financial income Financial result (6.630) (2.718) Loss before income tax and social contribution (25.425) (13.245) (24.695) (3.294) Income tax expense (846) (5.240) Social contribution expense (324) (1.967) Loss for the period (25.425) (13.245) (25.865) (10.501) Loss attributed to controlling shareholders (25.425) (13.245) (25.425) (13.245) Profit / loss attributed to non-controlling partners - - (440) Loss per share in Reais (basic and diluted) (0,13753) (0,07158) (0,13753) (0,07158) Average number of Shares (outstanding) The notes are an integral part of these interim financial statements.

7 Capital stock Brasil Brokers Participações S.A. Statement of changes in equity period ended June 30, 2016 and year ended December 31, 2015 Goodwill reserve (In thousands of Reais) Capital reserve Profit reserve Transactions with non-controlling shareholders Treasury shares Legal reserve Profit retention reserve Accumulated losses Call option of noncontrolling interest Acquisition of noncontrolling interest Total equity of controlling shareholders Noncontrolling interest Total consolidated equity Balances on December 31, (20.116) (42.402) (33.096) Write-off of non-controlling interest due to business combina (24.501) (24.501) Transactions with non-controlling shareholders (1.186) (821) Repurchase of treasury shares - - (3.601) (3.601) - (3.601) Dividend payment (6.699) (6.699) Loss for the period (91.099) - - (91.099) (89.738) Allocation of Profit Reserve (20.184) (30.816) Balances on December 31, (23.717) - - (40.099) (42.322) (32.811) Transactions with non-controlling shareholders Dividend payment (576) (576) Loss for the period (25.425) - - (25.425) (440) (25.865) Balances on June 30, (23.717) - - (65.490) (42.322) (32.811)

8 BRASIL BROKERS PARTICIPAÇÕES S.A. Statement of value added as at June 30, 2016 and 2015 (In thousands of Reais) Company Consolidated Jun/16 Jun/15 Jun/16 Jun/15 REVENUES Sales of Services Other revenues Allowance for doubtful accounts - - (2.950) (5.872) Materials, energy, outsourced services and other (293) (5.732) (33.292) (42.006) (293) (5.732) (33.292) (42.006) GROSS VALUE ADDED Depreciation and amortization (1.663) (1.551) (7.254) (7.811) (1.663) (1.551) (7.254) (7.811) NET VALUE ADDED GENERATED BY THE COMPANY Equity in the earnings of subsidiaries (18.786) (1.503) - - Provision for investment losses (178) 333 (205) 333 Financial income (12.691) TOTAL VALUE ADDED TO DISTRIBUTE (11.997) DISTRIBUTION OF VALUE ADDED Personnel and charges (10.112) (9.215) (28.097) (33.237) Payroll and charges (7.576) (6.674) (20.601) (23.731) Management fees (598) (780) (1.598) (1.861) FGTS (476) (491) (1.382) (1.722) Benefits (1.462) (1.270) (4.516) (5.923) Taxes, fees and contributions (2.169) (2.199) (16.643) (27.640) Federal (1.915) (1.994) (14.761) (21.401) Municipal (197) (122) (665) (5.675) Other (57) (83) (1.217) (564) Value distributed to capital providers (1.147) (12.787) (11.567) (27.784) Interest (100) (3.194) (1.251) (2.930) Rental (882) (478) (7.925) (10.323) Other (165) (9.115) (2.391) (14.531) Value distributed to shareholders Non-controlling interest in retained earnings (2.744) Dividends proposed Retained earnings / accumulated losses for the period Total (10.956) (30.442) (78.160) The notes are an integral part of these interim financial statements.

9 BRASIL BROKERS PARTICIPAÇÕES S.A. CNPJ: / Statement of comprehensive income as at June 30, 2016 and 2015 (In thousands of Reais) Company Consolidated Jun/16 Jun/15 Jun/16 Jun/15 Consolidated loss for the period (25.425) (13.245) (25.865) (10.501) Other Comprehensive Income Consolidated Comprehensive Income for the period (25.425) (13.245) (25.865) (10.501) Attributed to the Company's shareholders (25.425) (13.245) (25.425) (13.245) Attributed to non-controlling shareholders - gross income - - (440) The notes are an integral part of these interim financial statements.

10 BRASIL BROKERS PARTICIPAÇÕES S.A. Statement of Cash Flows as at June 30, 2016 and 2015 (In thousands of Reais) CASH FLOW Company Consolidated From operating activities Jun/16 Jun/15 Jun/16 Jun/15 Loss for the period before taxes (25.425) (13.245) (24.695) (3.294) Adjustments to reconcile net income (loss) and net cash generated by operating activities: Depreciation Amortization Equity income Provision for investment losses Allowance for doubtful accounts Provision for contingency - - (1.622) - Adjustment to the market value - receivables - - (226) (353) Expense with sale of equity interest (1.198) (891) - Long-term financial expenses Adjusted profit (loss) (4.728) (7.278) (17.131) Changes in assets and liabilities Trade receivables (29) Recoverable taxes Receivables from related parties (12.761) Other receivables (5.285) (648) (5.577) Other long-term assets (3.355) 325 (1.020) (453) Trade accounts payable Payroll and social charges payable (316) Taxes and contributions payable (130) (6) (3.802) (13.385) Taxes and contributions paid in installments (5) Advances from clients (1.045) (1.541) (1.226) (2.086) Other current liabilities (117) (881) Prepaid expenses (207) (469) (755) - Other long-term liabilities - - (323) 356 (9.395) (3.142) (677) (4.711) Net cash provided by (used in) operating activities (14.123) (10.420) (17.808) From investing activities Securities Share buyback (Treasury shares) - (3.601) - (3.601) Available-for-sale plots of land (78) Addition of property and equipment (2.934) (54) (3.511) (984) Addition of intangible assets (1.434) (1.309) (1.489) (1.345) Dividends received Net cash provided by investing activities From financing activities with third parties Accounts Payable - Acquisition of Companies (1.839) (1.924) (1.839) (1.924) Net cash provided by financing activities with third parties (1.839) (1.924) (1.839) (1.924) From financing activities with shareholders Non-controlling interest - - (576) (4.470) Net cash provided by financing activities with shareholders - - (576) (4.470) Increase (decrease) in cash and cash equivalents (5.266) Cash and cash equivalents at the beginning of the period (12/31/2014) Cash and cash equivalents at the end of the period TheThe notes are an integral part of these interim financial statements

11 1. Operations Brasil Brokers Participações S.A. ( Brasil Brokers or Company ) is a Joint-stock Company domiciled in Brazil, with shares traded on the São Paulo Stock Exchange (BM&FBOVESPA), whose corporate purpose is to hold interest in companies that operate in the real estate brokerage and consulting market. The Company s headquarters are located at Avenida das Américas, nº 500, bl 19, salas 303 e 304, Barra da Tijuca, in the city and state of Rio de Janeiro. On June 30, 2016, the Company, through its subsidiaries, has a presence in the states of Rio de Janeiro, São Paulo, Rio Grande do Sul, Minas Gerais, Bahia, Goiás, Pará, Mato Grosso, Paraná, Rio Grande do Norte and the Federal District, as well as operating in other states through its subsidiaries Primaz Empreendimentos Imobiliários Ltda and Rede Morar Ltda. Real estate brokerage services cover the sale of residential units, lots, residential condominiums, shopping malls, commercial units, flats and hotels. Amid the unstable political and economic environment in recent years, the Brazilian real estate market has been facing one of its most challenging moments in the last ten years. After significant growth, the companies in our sector have to deal with the low pace of sales, developers high inventories, the higher volume of cancellations and client s difficult credit approving process with banks. In the last few months, the Brazilian economy has begun to show signs of a slight recovery, fueled by improved business and consumer confidence levels. Inflation and interest rate projections have started to fall, exporter confidence has increased due to the reduction in the current account deficit and the maintenance of foreign-exchange reserves, and the industry has resumed recording positive job creation. It is still early to talk about a trend for the next quarters but it is worth mentioning that, in order for the sector to resume growth more significantly, it is essential to continue with these key adjustments to the economy. Given the extremely challenging market scenario, the Company s management continues dedicated to adjust its operations, adopting measures to reduce operating costs in a sustainable manner. 2. Significant Accounting Policies The parent company and consolidated interim financial information was prepared and has been stated in accordance with the accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), which, in Brazil, comprise the translations by the Brazilian Accounting Pronouncements Committee (CPC). The accounting practices were applied consistently to all the subsidiaries included in the consolidated interim financial information and these entities fiscal years coincide with the Company s fiscal year. For more details, see Note 10. Further clarification regarding this note was not subject to material changes related to the disclosure in Note 10 of the parent company and consolidated interim financial information of December 31,

12 The consolidated interim financial information of the Company and its subsidiaries is presented in Brazilian reais, which is the Company s functional currency. The consolidated interim financial information of Brasil Brokers and its subsidiaries, as indicated in Note 10, was prepared with the support of several evaluation bases for accounting estimates. The accounting estimates used in the preparation of the interim financial information were underpinned by objective and subjective factors, according to Management s judgment to determine the adequate amount to be recorded. Important items subject to these estimates and assumptions include the selection of the useful life of property and equipment and its recoverability of operations, evaluation of financial assets at fair value and adjusted to present value, credit risk analysis to establish the allowance for doubtful accounts and the analysis of other risks to establish other provisions, including for contingencies. The settlement of transactions using these estimates may result in amounts substantially different from those recorded in the interim financial information due to the probabilities inherent to the use of estimates. The Company reviews its estimates and assumptions at least on an annual basis. The disclosure of this interim financial information was approved by the Executive Board on August 9, New standards and interpretations not adopted yet IFRS 9 Financial Instruments (2010), IFRS 9 Financial Instruments (2009), IFRS 9 (2009) introduces a new requirement for classification and measurement of financial assets. Under the IFRS 9 (2009), financial assets are classified and measured based on the business model in which they are maintained and on the characteristics of their contractual cash flows. FRS 9 (2010) introduces additions referring to financial liabilities. Currently, IASB has an active project to make changes limited to the classification and measurement requirements of IFRS 9 and to add new requirements to address the financial assets impairment loss and hedge accounting. IFRS 9 (2010 and 2009) is effective for the fiscal years beginning on or after January 1, The adoption of IFRS 9 (2010) may cause an impact on the Company s financial assets, but no effect on the Company s financial liabilities. IFRS 15 Revenue from Contracts with Customers, IFRS 15 requires an entity to recognize the amount of revenues reflecting the consideration that it expects to receive in exchange for control of such goods and services. When it is adopted, the new standard will replace most of the detailed guidelines on the recognition of revenues presently existing under IFRS. It is applicable as from or after January 1, The standard may be adopted in retrospective fashion, using a cumulative effects approach. The Company is appraising the effects that IFRS 15 will have on its interim financial information and disclosures. 3. Consolidated interim financial information 2

13 The consolidated financial statements are composed of the interim financial information of the Company and its subsidiaries, as follows: Interest (%) Corporate name Jun/16 Dec/15 Abreu Brokers Servicos Imobiliários Ltda Abyara Brokers Intermediação Imobiliária Ltda Acer Consultores em Imóveis Ltda * Ágil Negócios Imobiliários Ltda Avance Participações e Administração Ltda * Basimóvel Consultoria Imobiliária Ltda BB Américas 2007 Consultoria Imobiliária Ltda * Blue Negócios Imobiliários Ltda BBRK Participações e Consultoria Ltda * Brasil Brokers Assessoria e Consultoria Imobiliária Ltda Brito Amoedo Imobiliária Ltda Chão e Teto Consultoria Imobiliária Ltda Del Forte Empreendimentos Imobiliários Ltda * Frema Consultoria Imobiliária Ltda Global Consultoria Imobiliária Ltda JGM Consultoria Imobiliária Ltda * LBR Brokers Negócios Imobiliários Ltda Marcos Koenigkan Consultoria Imobiliária S.A Bamberg Assessoria Imobiliária Ltda MF Consultoria Imobiliária Ltda Missau, Galvao e Silva Planejamento e Vendas Imobiliárias Morumbi Brokers Administração De Bens e Serviços Ltda Niterói Administradora De Imoveis Ltda Noblesse Consultoria Imobiliária Ltda Pactual Negócios Imobiliários Ltda * Pointer Consultoria Imobiliária S.A Primaz Empreendimentos Imobiliários Ltda Rede Morar Ltda Redentora Consultoria Imobiliária Ltda. ** Sardenberg Consultoria Imobiliária Ltda* Triumphe Consultoria Imobiliária S.A. * Tropical Corretora e Consultoria Imobiliária Ltda * On January 1, 2016, the Company carried out the merger of these companies, as shown in the chart in Note 10. ** Sold on March 1, 2016, as shown in Note 10. For equity held by the Company, which is not wholly owned, control or material influence is determined for consolidation purposes. However, Brasil Brokers, as the parent company, must approve the main operating decisions of these subsidiaries. Once started, the operations will only be used by the Company. Based on these facts and circumstances, the Management establishes that Brasil Brokers is the parent company of these entities, and, therefore, they are consolidated in its annual interim financial information. 3

14 Subsidiaries are fully consolidated from the date of acquisition, being the date that the Company takes control. The financial information of the subsidiaries is prepared for the same reporting period as the parent company using consistent accounting policies. A change in interest held in a subsidiary that does not result in loss of control is recorded as a transaction between shareholders in equity. 3.1 Main consolidation procedure 1) Elimination of asset and liability balances between consolidated companies; 2) Elimination of the equity on capital, reserves, accumulated profits (losses) of subsidiaries; 3) Non-controlling interest is recorded on a separate line in the consolidated interim financial information; 4) Accounting policies are applied evenly in all consolidated companies and comply with those used in the previous period; 5) For the purposes of consolidation, the Management used as criteria IFRS 10/CPC 36 (R2) which introduces an exclusive control model to define if an investment should be consolidated. Therefore, the same criterion adopted on December 31, 2015 was maintained. 4. Use of Estimates In the preparation of this interim financial information, the Company used assumptions to recognize estimates to account for certain assets, liabilities and other transactions, such as: provisions for contingencies, allowance for doubtful accounts and those classified as short- or long-term, among others. Amounts are confirmed when the event, which caused the estimate to be used, is realized. It may differ from amounts recognized in this interim financial information. Management regularly reviews these estimates and assumptions on a timely basis. a) Fair value of financial instruments When the fair value of a financial asset or liability carried in the statement of financial position cannot be derived from an active market, it is calculated using valuation techniques including the discounted cash flow method. Data used for these methods is based on market data, when possible. However, if this is not feasible, a degree of judgment is required to establish the fair value. This judgment considers data used such as liquidity or credit risk, as well as volatility. Changes in assumptions may impact the fair value of financial instruments. 4

15 b) Provision for tax, civil and labor risks The Company recognizes a provision for tax, civil and labor claims. The probability of loss includes an assessment of available evidence, hierarchy of laws, former court decisions available, most recent court decisions and their relevance to the legal system, and the evaluation of legal advisors. These provisions are reviewed annually and adjusted for changes in circumstances, such as applicable limitation period, findings of tax inspections or additional exposure identified based on new matters or court decisions. c) Impairment testing Pursuant to CPC 01 Impairment of Assets, the Management annually tests the carrying amount of assets to determine whether there is any indication of impairment from events or changes in economic, operating or technological circumstances. If such evidence is identified the Company calculates the recoverable value of the asset. If the carrying amount exceeds the recoverable value, a provision for impairment is recorded, adjusting the net book value to the recoverable value, when applicable. Assumptions used to determine the value of assets are based on the evaluation or indication that the carrying amount value exceeds its recoverable amount. These indications consider the obsolescence of the asset, the significant or unexpected decrease in its market value, changes in the macroeconomic scenario in which the Company operates and changes in interest rates that could impact future cash flows of cash-generating units. The main assets tested for annually by the Company are the intangible assets with an indefinite useful life. 5. Business combination The parent company holds the acquirees control. For acquisition of control, the Company contracted call and put options of equity interest remaining to the seller/non-controlling owner, with the following amounts and exercise dates: Call and Put Option Amounts 5

16 Call Company Jun/16 Dec/15 Missau, Galvão e Silva Planejamento e Vendas Imobiliárias Ltda. 2,323 2,323 Blue Negócios Imobiliários Ltda Morumbi Brokers Administração de Bens e Serviços Ltda. 2,545 2,545 LBR Brokers Negócios Imobiliários Ltda. 6,291 6,291 Total 11,991 11,991 Current 3,151 3,151 Non-current 8,840 8,840 Put Company Jun/16 Dec/15 Blue Negócios Imobiliários Ltda Morumbi Brokers Administração de Bens e Serviços Ltda LBR Brokers Negócios Imobiliários Ltda. 2,808 2,808 Total 3,794 3,794 Current 1,351 1,351 Non-current 2,443 2,443 Exercise date: 6/30/2016 1st Option Call Put 2nd Call Put Missau, Galvão e Silva Planejamento e Vendas Imobiliárias Ltda Jan-19 2,323 - Blue Negócios Imobiliários Ltda Oct Morumbi Brokers Administração de Bens e Serviços Ltda. Jan-20 2, LBR Brokers Negócios Imobiliários Ltda. Dec-16 3,151 1,351 Dec-17 3,140 1,457 6

17 6. Cash and cash equivalents and short-term deposits Bank accounts and cash balances earn interest at floating rates based on daily bank deposit rates. Short-term deposits are made for periods ranging from one day to three months, depending on the immediate cash needs of the Company and its subsidiaries, earning interest according to the corresponding short-term deposit rates from 100% and 108% of CDI. Cash and cash equivalents are represented on June 30, 2016 and December 31, 2015 as follows: Parent Company Consolidated Description: Jun/16 Dec/15 Jun/16 Dec/15 Cash Bank accounts ,916 3,447 Investments 2,751 2,148 8,764 12,543 Total 2,781 2,169 10,800 16, Securities On June 30, 2016 and December 31, 2015, investment funds are restated at fair value. Investments in Investment Funds in which the Company has interest were consolidated pursuant to CVM Resolution 408/04. LINK Excel.Sheet.12 "\\\\ \\brasil brokers\\controladoria Atual\\2015\\03 - Divulgações de Resultado\\4T15\\12 - Dezembro 15\\07 - Notas Explicativas\\Nota 7.xlsx" "Plan1!L5C3:L12C7" \a \f 4 \h \* MERGEFORMAT Parent Company Consolidated Description: Jun/16 Dec/15 Jun/16 Dec/15 Bank deposit certificates (CDB) 28,535 35,503 38,880 43,773 Committed Operations 16,747 30,720 22,818 37,881 Debentures 1,207 1,208 1,207 1,208 Total 46,489 67,431 62,905 82,862 Current 11,653 27,521 15,877 33,934 Non-current 34,836 39,910 47,028 48,928 7

18 8. Trade and other receivables These comprise: Consolidated Description: Jun/16 Dec/15 Accounts receivable from clients 41,966 48,734 Allowance for doubtful accounts (13,285) (15,121) Present value adjustment (477) (726) Total 28,204 32,886 Current 27,324 31,149 Non-current 880 1,738 Non-current trade and other receivables, subject to present value adjustments, are calculated using an average discount rate of 14.25% p.a. in June 2016 (14.25% p.a. in December 2015), equivalent to the Selic rate. Aging of the trade and other receivables is as follows: Aging of trade receivables Consolidated Description: Jun/16 Dec/15 Falling due from 01 to 60 days 9,436 11,111 Falling due from 61 to 90 days 1,678 2,894 Falling due from 91 to 180 days 4,953 5,234 Falling due from 181 to 360 days 2,967 4,815 Falling due over 360 days 1,322 1,738 Total falling due 20,356 25,792 Overdue from 01 to 60 days 4,691 6,532 Overdue from 61 to 90 days 1,447 1,669 Overdue from 91 to 180 days 4,161 5,306 Overdue from 181 to 360 days 8,203 7,006 Overdue over 360 days 3,108 2,430 Total overdue 21,610 22,943 Total 41,966 48,734 Below is the aging for overdue amounts not included in the allowance for doubtful accounts (AFDA): Consolidated Description: Jun/16 Dec/15 Overdue from 01 to 60 days 4,403 5,543 Overdue from 61 to 90 days 1, Overdue from 91 to 180 days 3,384 3,055 Total overdue not included in the AFDA 9,072 9,594 Below, a breakdown of the allowance for doubtful accounts: 8

19 Consolidated Opening balance Additions Write-offs Closing balance Dec/15 (11,427) (16,765) 13,071 (15,121) Jun/16 (15,121) (2,950) 4,786 (13,285) The Company monitors and analyzes its receivables. Invoices overdue by more than 10 days are sent to the internal collections department who contact debtors to renegotiate terms and amounts. The allowance for doubtful accounts is based on receivables that are overdue for more than 180 days and other receivables from individual clients who have at least one receivable or installment overdue for more than 180 days. 9. Real estate and property held for sale These comprise: Consolidated Description: Jun/16 Dec/15 Real estate and land 1,121 1,121 The Company s subsidiaries received real estate and land as part payment for commission on real estate brokerage. Real estate and land were booked at their fair value on the transaction date, equal to the value of the service provided. The Company's subsidiaries do not intend to keep these assets, and they are currently held for sale. These assets were market value tested with no accrual needed. 10. Investments a) Information on subsidiaries on June 30, 2016 Investments in subsidiaries Investments in subsidiaries, under the equity accounting method, are assessed according to the investees statements of financial position on the reference date of June 30, The Company has shareholders and/or quotaholders agreements with all subsidiaries. The Company has a representative on the Board of Directors and/or Board of Executive Officers of the subsidiaries actively participating in all strategic business decisions. The subsidiaries use the same accounting policies as the Company, described in Note 2, when applicable. Balance of investments comprises the following: 9

20 Parent Company Description Jun/16 Dec/15 Investments 44,893 51,644 Goodwill paid on acquisition of subsidiaries 242, ,456 Total 287, ,100 Changes in the period: Investments Description Jun/16 Dec /15 Opening balances 51, ,524 Additions (*) 6,921 1,125 Investment write-off (***) (1,303) (2,808) Reclassification related to the Merger (**) (2,825) - Dividends distributed - (49,008) Equity in the earnings of subsidiaries (9,544) (39,189) Closing balances 44,893 51,644 (*) 2016 It refers to the capital increase in Ágil R$2,540, Frema R$2,780, Rede Morar R$1,274 and Basimóvel R$327. (*) 2015 It refers to the acquisition of: 25% of Blue R$130; 15% of Bamberg R$155; It refers to the capital increase in BBRK Ltda. R$160, Ágil R$677 and Triumphe R$3. (**) Reclassification related to the Mergers (***) Resale of the subsidiary Redentora Provision for excess of liabilities over assets Description Jun/16 Dec/15 Opening balances 21,125 6,473 Write-offs(*) (3,624) (842) Reclassification related to the Merger (**) (2,825) - Equity in the earnings of subsidiaries 9,241 15,494 Closing balances 23,917 21,125 (*) 2015 Realization of AFAC (advance for future capital increase) of Ágil Negócios Imobiliarios R$726; Realization of AFAC of Global R$ Realization of AFAC of Global Consultoria R$1,174; Realization of AFAC of MF Consultoria R$2,450 (**) Reclassification related to the Mergers Goodwill Parent Company Consolidated Jun/16 Dec/15 Jun/16 Dec/15 Opening balances 242, , , ,676 Write-off of non-controlling interest due to business (24,501) Resale 2 (5,640) 2 (5,640) Asset recovery adjustment - (20,794) - (26,019) Closing balances 242, , , ,516 Information on subsidiaries: 10

21 Jun/16 Dec/15 Jun/15 Description Interest (%) Equity Investment Profit (Loss) for the period Noncontrolling shareholder Equity in the earnings of subsidiaries Investment Equity in the earnings of subsidiaries Abreu Brokers Servicos Imobiliários Ltda (568) Abyara Brokers Intermediacão Imobiliária Ltda ,339 15,339 (3,752) - (3,752) 19,093 (2,706) Acer Consultores Em Imoveis Ltda ,063 (1,920) Agil Negocios Imobiliários Ltda ,972 3,972 (255) - (255) Avance Participações e Administração Ltda (591) Bamberg Assessoria Imobiliária Ltda (72) 11 (61) Basimovel Consultoria Imobiliária Ltda ,821 (346) BBRK Participações e consultoria Ltda Blue Negocios Imobiliários Ltda (16) Brasil Brokers Assessoria E Cons. Imob Ltda (5) - (5) 467 (22) Brito Amoedo Imobiliária Ltda (290) - (290) 654 (49) Chao E Teto Consultoria Imobiliária Ltda 100 1,772 1, , Del Forte Empreendimentos Imobiliários Ltda ,726 (1,069) Frema Consultoria Imobiliária Ltda ,319 12,319 (2,751) - (2,751) 3,502 2,686 JGM Consultoria Imobiliária Ltda (49) LBR Brokers Negócios Imobiliários Ltda 55 1, (343) 155 (188) 1, MF Consultoria Imobiliária Ltda (1,442) Morumbi Brokers Adminis. De Bens E Ser Ltda (115) 34 (81) Niteroi Administradora De Imoveis Ltda 95 1,945 1, (31) 590 1,242 4,984 Noblesse Consultoria Imobiliária Ltda (1,728) Pactual Negocios Imobiliários Ltda (127) Primaz Empreendimentos Imobiliários Ltda Rede Morar Ltda (402) - (402) - (339) Redentora Consultoria Imobiliária Ltda , Triumphe Consultoria Imobiliária S.A (105) Tropical Corretora E Consultoria Imob Ltda 100 5,863 5, , Total 46,168 44,893 (7,026) 153 (6,872) 51,644 (897) 11

22 Jun/16 Dec/15 Jun/15 Provision for excess of liabilities over assets Interest (%) Equity Provision for excess of liabilities over assets Profit (Loss) for the period Noncontrolling shareholder Equity in the earnings of subsidiaries Provision for excess of liabilities over assets Equity in the earnings of subsidiaries Abreu Brokers Servicos Imobiliários Ltda 100 (369) (369) (302) - (302) (67) - Avance Participações e Administração Ltda (4,474) - Basimovel Consultoria Imobiliária Ltda 100 (284) (284) (2,092) - (2,092) - - BB Américas 2007 Consultoria Imobiliária Ltda (308) (97) Global Consultoria Imobiliária Ltda 100 (9,944) (9,944) (2,257) - (2,257) (1,948) (342) JGM Consultoria Imobiliária Ltda (1,843) - MF Consultoria Imobiliária Ltda 100 (28) (28) (2,742) - (2,742) - - Missau, Galvao E Silva Pla. E Vendas Imob Ltda 70 (2,745) (1,922) (1,206) 362 (844) (1,076) - Noblesse Consultoria Imobiliária Ltda 100 (6,159) (6,159) (2,855) - (2,855) (3,305) - Primaz Empreendimentos Imobiliários Ltda 100 (188) (188) (788) - (788) - - Pointer Consultoria Imobiliária S.A. 100 (5,023) (5,023) (34) - (34) (4,988) (34) Rede Morar Ltda (675) - Sardenberg Consultoria Imobiliária Ltda (2,441) (133) Total (24,740) (23,917) (12,276) 362 (11,914) (21,125) (606) 21,428 20,976 (19,301) 515 (18,786) 30,519 (1,503) Additional information about the subsidiaries: Description Interest (%) Number of shares held Assets Liabilities Equity Net Revenue Abyara Brokers Intermediacao Imobiliária Ltda 100 3,621,513 22,840 7,501 15,339 11,433 Agil Negocios Imobiliários Ltda ,109 5,612 1,640 3,972 1,020 Bamberg Assessoria Imobiliária Ltda 85 50,727,600 1, ,023 Blue Negocios Imobiliários Ltda ,785 1,714 1, ,270 Brasil Brokers Assessoria E Cons. Imob Ltda ,042, Brito Amoedo Imobiliária Ltda ,997 1, ,178 Chao E Teto Consultoria Imobiliária Ltda 100 9,998 3,766 1,994 1,772 1,053 Frema Consultoria Imobiliária Ltda ,999 16,855 4,536 12,319 7,254 LBR Brokers Negócios Imobiliários Ltda 55 23,675,168 2, , Morumbi Brokers Adminis. De Bens E Ser Ltda ,000 1, ,500 Niteroi Administradora De Imoveis Ltda 95 50,000 9,843 7,684 1,945 7,409 Redentora Consultoria Imobiliária Ltda , ,625 Tropical Corretora E Consultoria Imob Ltda ,999 10,188 4,325 5,863 5,710 Total ,692 46,168 41,437 12

23 Jun/16 Provision for excess of liabilities over assets Interest (%) Number of shares held Assets Liabilities Equity Net revenue Abreu Brokers Servicos Imobiliários Ltda ,999 3,630 3,999 (369) 1,859 Basimovel Consultoria Imobiliária Ltda ,999 6,051 6,335 (284) 2,932 Global Consultoria Imobiliária Ltda 100 7,041,466 3,689 13,633 (9,944) 16 Marcos Koenigkan Consultoria Imobiliária S/A 100 3,345, Missau, Galvao E Silva Pla. E Vendas Imob Ltda ,688,521 3,289 6,035 (2,745) 1,588 Noblesse Consultoria Imobiliária Ltda 100 3,541, ,797 (6,159) 362 Primaz Empreendimentos Imobiliários Ltda ,998 1,062 1,250 (188) 9 Pointer Consultoria Imobiliária S.A , ,024 (5,023) - MF Consultoria Imobiliária Ltda ,999 5,040 5,068 (28) 4,993 23,404 48,144 (24,740) 11, ,447 79,836 21,428 53,196 On January 1, 2016, the Company merged some of its companies, in which it held 100% of the controlling interest. The mergers were carried out as shown below: Acquiring Company Frema Consultoria Imobiliária Ltda Primaz Empreendimentos Imobiliários Ltda Tropical Corretora E Consultoria Imobiliária Ltda Agil Negocios Imobiliários Ltda. Brito Amoedo Imobiliária Ltda Basimóvel Consultoria Imobiliária Ltda Global Consultoria Imobiliária Ltda Merger Acquired Company Del Forte Empreendimentos Imobiliários Ltda Acer Consultores Em Imóveis Ltda BBRK Participações e Consultoria Ltda JGM Consultoria Imobiliária Ltda Pactual Negocios Imobiliários Ltda Triumphe Consultoria Imobiliária S.A. BB Américas 2007 Consultoria Imobiliária Ltda Avance Participações e Administração Ltda Sardenberg Consultoria Imobiliária Ltda On March 1, 2016, the Company signed an agreement to sell its 99% interest in the subsidiary Redentora Consultoria Imobiliária Ltda. for R$2,500, resulting in a gain of R$1,198 in the quarter (see Note 25). Of this total, R$200 has already been received and the remaining amount will be settled in four annual installments. On June 30, 2016, the subsidiary Niterói Administradora de Imóveis Ltda sold the 51% interest in its subsidiary O2 Negócios Imobiliários Ltda for R$461, generating a gain of R$142 in the period. Of this total, R$361,000 has already been received and the remaining amount will be settled in 18 monthly installments. Below, the goodwill on acquisition of investments during the Company s activities: 13

24 Description Equity on purchas e date Month of acquisition Percentage acquired Amount of investment on acquisition date Goodwill on acquisition date (Tax) Asset recovery adjustment Amortization Transactions involving shareholder Total Parent Company in Jun/16 Goodwill in Subsidiaries on acquisition date Asset recovery adjustment Noncontrolling interest due to business combination Total Parent Company in Jun/16 Abyara Brokers Intermediacao Imobiliária Ltda Bamberg Brokers Assessoria Imobiliária Ltda Blue Negocios Imobiliários Ltda Frema Consultoria Imobiliária Ltda Global Consultoria Imobiliária Ltda JGM Consultoria Imobiliária Ltda LBR Brokers Negócios Imoiliários Ltda Marcos Koenigkan Consultoria Imobiliária S/A Missau, Galvao E Silva Pla. E Vendas Imob Ltda Morumbi Brokers Admi De Bens E Servicos Ltda. Pointer Consultoria Imobiliária S.A. 37 Nov/ , ,669 (9,199) (3,874) - 197, , Mar/ ,471 (11,918) - - 1, , Jul/ , (3,783) 4, ,172 5, Mar/ ,541 (2,888) (2,253) - 25, , May/ ,681 (13,825) (856) Feb/ ,785 (4,109) (676) Aug/ , (2,700) 4, ,090 9, Feb/ ,110 (5,604) (506) ,280 Jan/ ,156 (10,736) - (6,420) Dec / ,248 (2,931) - (2,095) 8, ,524 11, Mar/ ,526 (5,994) (532) Rede Morar Ltda (880) Mar/ ,054 (1,888) (166) Triumphe Consultoria Imobiliária S.A. 20 Jul/ ,111 (3,822) (289) Total 63, ,522 (72,914) (9,152) (14,998) 242, , ,518 In compliance with the new accounting practices, introduced by the conformity of Brazilian accounting principles with the international standards (Law 11,638/07), the Company started to make adjustments to its goodwill, deriving from acquisition of subsidiaries, thus, generating a difference between the value of accounting goodwill and goodwill amortization for tax purposes (goodwill on the acquisition date), accepted for future deductibility by the Brazilian Internal Revenue Service. In accordance with the Special Shareholders Meeting of Niterói Administradora de Imóveis S.A., held on September 27, 2007, the shares representing 50% of the company s capital stock, held by Brasil Brokers, has the right over 95% of the subsidiary s profit. 14

25 In the ownership structure of subsidiaries, the managers of the companies have one (1) quota entitled to a disproportionate interest in the income. This disproportional distribution added to the proportional interest added up to R$440 in June 2016 (R$2,744 in June 2015) and was recorded under non-controlling interest in the income statement. life Goodwill impairment testing using expected future profitability and intangible assets with an indefinite useful The fair market value of the acquisition was supported by an independent report and goodwill is based on expected future profitability. Impairment tests are periodically revised if there is any indication of impairment and applied annually and individually to each company acquired under CPC 01. For impairment test purposes, goodwill on acquisition of companies and goodwill with an indefinite useful life was allocated to its respective cash-generating unit. The recoverable amount was calculated using the value in use from cash projections taken from financial budgets approved by the Company s Management for the next five years. The projected cash flow aims at reflecting the continuing development of operations taking into consideration investments made and results expected to be obtained over the coming years. Goodwill was calculated as a result of acquisition of investments coming from estimated future profitability of the next 10 years, based on a real discount rate of 12.87%, without perpetuity. In December 2015, impairment totaled R$20,794 in the Parent Company and R$26,019 on a consolidated basis. We had no impairment in

26 Parent Company Notes to the interim financial information as of June 30, Property and equipment Property and equipment are broken down as follows: % - annual depreciati on rate Dec/14 Additio ns Write-offs Depreciation in the year Dec/15 Additions Write-offs Depreciation in the period Leasehold improvements (*) 1,325 - (1,325) - - 2,456-2,456 Accumulated depreciation (1,157) - 1,325 (168) - Net value (168) - 2, ,456 Equipment, furniture and fixtures ,020 Accumulated depreciation (604) - - (100) (704) - - (51) (755) Net value (100) (51) 265 Facilities (328) Accumulated depreciation (98) (231) (1) - - (5) (6) Net value (231) (5) 74 IT equipment 20 3, (87) - 3, (78) - 3,583 Accumulated depreciation (2,058) - 87 (362) (2,333) - - (127) (2,460) Net value 1, (362) (78) (127) 1,123 Works of art (32) 268 Total 2, (861) 1,545 2,934 (110) (183) 4,186 Jun/16 Consolidated % - annual depreciation rate Dec/14 Additions Depreciation in the year Dec/15 Additions Writeoffs Writeoffs Depreciation in the period Leasehold improvements (*) 51, (8,176) - 43,644 2,763 (6,327) - 40,080 Accumulated depreciation (35,398) - 6,981 (7,632) (36,050) - 6,137 (2,366) (32,279) Net value 15, (1,195) (7,632) 7,594 2,763 (190) (2,366) 7,801 Equipment, furniture and fixtures 10 27, (4,236) - 23, (2,311) - 21,645 Accumulated depreciation (11,241) - 2,880 (3,129) (11,490) (1,258) (12,015) Net value 16, (1,356) (3,129) 12, (1,577) (1,258) 9,630 Facilities 10 11, (2,846) - 9, (1,368) - 8,147 Accumulated depreciation (3,848) - 2,380 (2,780) (4,248) - 1,373 (1,040) (3,915) Net value 8, (466) (2,780) 5, (1,040) 4,232 Vehicles (166) (115) Accumulated depreciation (623) (136) (593) (28) (505) Net value (136) 70-1 (28) 43 IT equipment 20 26, (3,886) - 23, (3,023) - 21,007 Accumulated depreciation (19,827) - 3,505 (3,570) (19,892) - 2,841 (875) (17,926) Net value 7, (381) (3,570) 3, (182) (875) 3,081 Works of art (13) (32) Total 47,615 2,202 (3,411) (17,247) 29,159 3,511 (1,975) (5,567) 25,128 (*) The depreciation percentage is different for each asset in the item. Jun/16 16

27 Parent Company Notes to the interim financial information as of June 30, Intangible assets Intangible assets are broken down as follows: % - annual amortization rate Dec/14 Additio ns Write-offs Amortization in the year Dec/15 Additions Write-offs Amortization in the period Indefinite useful life 3,019 3, ,019 Trademarks and patents - 3, , ,019 Net value 3, , ,019 Identifiable useful life 9,508 2,792 (151) (3,363) 8,786 1,434 (5) (1,480) 8,735 Software licenses (*) 14,212 2, ,004 1,434 (5) - 18,433 Accumulated amortization (7,107) - - (2,386) (9,493) - - (1,383) (10,876) Net value 7,105 2,792 - (2,386) 7,511 1,434 (5) (1,383) 7,557 Trademarks 10 2,710 - (1,149) - 1, ,561 Accumulated amortization (673) - 1,008 (866) (531) - - (78) (609) Net value 2,037 - (141) (866) 1, (78) 952 Non-competition (112) Accumulated amortization (112) (103) (113) - - (15) (128) Net value (10) (103) (15) 179 Client portfolio Accumulated amortization (22) - - (8) (30) - - (4) (34) Net value (8) (4) 47 Total intangible assets 12,527 2,792 (151) (3,363) 11,805 1,434 (5) (1,480) 11,754 Jun/16 Consolidated % - annual amortization rate Dec/14 Additions Amortization in the year Dec/15 Additions Writeoffs Writeoffs Amortization in the period Indefinite useful life 310, , ,666 Trademarks and patents - 3, , ,148 Net value 3,148 3, ,148 Goodwill in investment (*) 469,628 - (34,109) - 435,519 - (12,217) - 423,302 Accumulated amortization (11,740) (11,740) - 1,020 - (10,720) Write-off by impairment test(**) (150,213) - (22,050) - (172,263) - 11,199 - Net value 307,675 - (56,159) - 251, (161,064) 251,518 Identifiable useful life 11,010 2,833 (255) (3,997) 9,590 1,489 (9) (1,687) 9,383 Software licenses (*) 19,905 2,833 (210) - 22,528 1,447 (261) 23,714 Accumulated amortization (11,298) (3,019) (14,212) (1,589) (15,549) Net value 8,607 2,833 (104) (3,019) 8,316 1,447 (9) (1,589) 8,165 Trademarks 10 2,710 - (1,149) - 1, ,561 Accumulated amortization (673) - 1,008 (867) (532) - (78) (610) Net value 2,037 - (141) (867) 1, (78) 951 Non-competition (112) Accumulated amortization (112) (103) (113) - (15) (128) Net value (10) (103) (15) 179 Client portfolio Accumulated amortization (22) - - (8) (30) - (5) (35) Net value (8) (5) 88 Total intangible assets - 321,833 2,833 (56,414) (3,997) 264,255 1,489 (7) (1,687) 264,049 (*)Subject to annual asset impairment testing. Jun/16 17