Multiplan Empreendimentos Imobiliários S.A. Quarterly information - ITR September 30, 2016

Transcription

1 Multiplan Empreendimentos Imobiliários S.A. KPDS

2 Contents Report on the review of quarterly information - ITR 3 Balance sheets 6 Statements of income 10 Statements of comprehensive income 12 Statements of changes in shareholders equity 13 Statements of cash flows 15 Statements of added value 19 Notes to the quarterly information 23 2

3 KPMG Auditores Independentes Av. Almirante Barroso, 52-4º andar Rio de Janeiro/RJ - Brasil Caixa Postal CEP Rio de Janeiro/RJ - Brasil Telefone +55 (21) , Fax +55 (21) Independent auditor s report on quarterly information (A free translation of the original report in Portuguese, as filed with the Brazilian Securities and Exchange Commission - CVM, prepared in accordance with the accounting practices adopted in Brazil, rules of the CVM and the International Financial Reporting Standards - IFRS) To Board Members and Shareholders of Multiplan Empreendimentos Imobiliários S.A. Rio de Janeiro - RJ Introduction We have reviewed the individual and consolidated interim accounting information of Multiplan Empreendimentos Imobiliários S.A.( Company ), for the quarter ended September 30, 2016, which comprise the statement of financial position ended and related statements of income or loss, of comprehensive income for the three and ninemonth periods then ended, the changes in shareholders' equity and in cash flows for the nine-month period then ended, including explanatory notes. Management is responsible for the preparation of the individual interim financial information in accordance with the Accounting Pronouncement CPC 21(R1) - Interim Financial Information and consolidated interim financial information in accordance with CPC 21(R1) and International Financial Reporting Standards IAS 34 - Interim Financial Reporting, applicable to real estate companies in Brazil, which takes into consideration OCPC 04 on the application of ICPC 02 to real estate development entities in Brazil, issued by the CPC and approved by the CVM and the CFC, as well as the presentation of this information in accordance with the standards issued by the Brazilian Securities and Exchange Commission, applicable to the preparation of quarterly information - ITR. Our responsibility is to express our conclusion on this interim accounting information based on our review. KPMG Auditores Independentes, uma sociedade simples brasileira e firmamembro da rede KPMG de firmas-membro independentes e afiliadas à KPMG International Cooperative ( KPMG International ), uma entidade suíça. KPMG Auditores Independentes, a Brazilian entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. 3

4 Scope of the review We conducted our review in accordance with Brazilian and International Interim Information Review Standards (NBC TR Revisão de Informações Intermediárias Executada pelo Auditor da Entidade and ISRE Review of Interim Accounting Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of making inquiries primarily of the management responsible for financial and accounting matters and applying analytical procedures and other review procedures. The scope of a review is significantly less than an audit conducted in accordance with auditing standards and, accordingly, it did not enable us to obtain assurance that we were aware of all the material matters that would have been identified in an audit. Therefore, we do not express an audit opinion. Conclusion on the individual and consolidated interim financial information prepared in accordance with CPC 21 (R1) Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information referred to above is not prepared, in all material respects, in accordance with CPC 21 (R1) and presented in accordance with the standards issued by CVM applicable to the preparation of Interim Financial Information. Conclusion on the consolidated interim financial information prepared in accordance with international standard IAS 34, which considers technical guideline OCPC 04 on the application of technical interpretation ICPC 02 to real estate development entities in Brazil, issued by the CPC and approved by the CVM and the CFC Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial information referred to above is not prepared, in all material respects, in accordance with IAS 34 applicable to real estate companies in Brazil, which takes into consideration OCPC 04 on the application of ICPC 02 to real estate development entities in Brazil, issued by the CPC and approved by the CVM and the CFC, applicable to the preparation of Interim Financial Information, and presented in accordance with the standards issued by CVM. Emphasis of matters We draw attention to Note 2 to the interim financial information, which states that the individual and consolidated interim financial information have been prepared in accordance with accounting practices adopted in Brazil (CPC 21 (R1)). The consolidated interim financial information, prepared in accordance with IAS 34 applicable to real estate companies in Brazil, also considers technical guideline OCPC 04 issued by the CPC. Such technical guideline addresses the recognition of real estate revenues and involves issues related to the meaning and application of the concept of continuous transfer of risks, rewards and control on the sale of real estate units, as detailed in note 2. Our conclusion does not contain any qualification regarding this matter. KPMG Auditores Independentes, uma sociedade simples brasileira e firmamembro da rede KPMG de firmas-membro independentes e afiliadas à KPMG International Cooperative ( KPMG International ), uma entidade suíça. KPMG Auditores Independentes, a Brazilian entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. 4

5 Other matters Interim information of added value We also reviewed the individual and consolidated Statements of value added for the nine months period ended, prepared under the responsibility of the Company`s management, for which presentation is required in the interim information in accordance with the standards issued by the Brazilian Securities and Exchange Commission applicable to the preparation of interim financial information, and considered as supplementary information by IFRS, which does not require the presentation of the statements of value added. These statements were subjected to the same review procedures described previously and, based on our review, we are not aware of any fact that might lead us to believe that they were not prepared, in all material respects, in accordance with the individual and consolidated interim accounting information, taken as a whole. Rio de Janeiro, October 28, 2016 KPMG Auditores Independentes CRC SP /O-6 F-RJ Original in Portuguese signed by Marcelo Luiz Ferreira Accountant CRC RJ /O-7 KPMG Auditores Independentes, uma sociedade simples brasileira e firmamembro da rede KPMG de firmas-membro independentes e afiliadas à KPMG International Cooperative ( KPMG International ), uma entidade suíça. KPMG Auditores Independentes, a Brazilian entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. 5

6 Balance sheets at and December 31, 2015 (Amounts expressed in thousands of Reais R$) Assets Parent company 09/30/ /31/2015 Current assets Cash and cash equivalents (Note 3) 72, ,137 Financial Instruments (Note 3) 527, ,594 Accounts receivable (Note 4) 173, ,008 Land and properties for sale (Note 7) 5,972 3,356 Accounts receivable from related parties (Note 5) 6,637 5,481 Taxes and social contributions recoverable (Note 6) 4,597 7,151 Sundry advances 1,293 1,155 Deferred costs (Note 19) 23,138 24,120 Other 9,714 12,229 Total current assets 824, ,231 Non-current assets Accounts receivable (Note 4) 42,720 46,299 Land and properties for sale (Note 7) 74,406 57,000 Accounts receivable from related parties (Note 5) 10,887 12,096 Judicial deposits (Note 18.2) 14,704 10,106 Deferred costs (Note 19) 47,406 56,962 Other 10,970 10, , ,219 Investments (Note 9) 1,962,469 1,796,130 Investment properties (Note 10) 3,331,947 3,373,614 Property, plant and equipment (Note 11) 24,710 25,147 Intangible assets (Note 12) 347, ,806 Total non-current assets 5,868,112 5,737,916 Total assets 6,692,687 6,259,147 The accompanying notes are an integral part of this quarterly information. 6

7 Balance sheets at and December 31, 2015 (Amounts expressed in thousands of Reais R$) Assets 09/30/ /31/2015 Current assets Cash and cash equivalents (Note 3) 123, ,000 Financial Instruments (Note 3) 547, ,312 Accounts receivable (Note 4) 254, ,072 Land and properties for sale (Note 7) 69,815 72,527 Accounts receivable from related parties (Note 5) 6,636 3,873 Taxes and social contributions recoverable (Note 6) 7,969 10,149 Sundry advances 5,006 8,068 Deferred costs (Note 19) 32,553 30,716 Other 21,130 21,718 Total current assets 1,068, ,435 Non-current assets Accounts receivable (Note 4) 120, ,422 Land and properties for sale (Note 7) 234, ,160 Accounts receivable from related parties (Note 5) 11,329 12,657 Judicial deposits (Note 18.2) 17,050 12,521 Deferred income and social contribution taxes (Note 8) 14,509 16,375 Deferred costs (Note 19) 81,562 77,361 Other 20,292 21, , ,844 Investments (Note 9) 128, ,997 Investment properties (Note 10) 5,378,023 5,230,704 Property, plant and equipment (Note 11) 30,190 30,841 Intangible assets (Note 12) 348, ,438 Total non-current assets 6,384,531 6,227,824 Total assets 7,452,967 7,014,259 The accompanying notes are an integral part of this quarterly information. 7

8 Balance sheets at and December 31, 2015 (Amounts expressed in thousands of Reais R$) Liabilities Parent company 09/30/ /31/2015 Current liabilities Loans and financing (Note 13) 81,327 81,713 Accounts payable (Note 14) 47,636 49,536 Property acquisition obligations (Note 16) Taxes and contributions payable (Note 17) 12,747 29,849 Interest on shareholders equity (Note 20.c) 81, ,783 Deferred income (Note 19) 27,842 40,300 Debentures (Note 15) 27,027 12,031 Other 4,904 6,165 Total current liabilities 283, ,646 Non-current liabilities Loans and financing (Note 13) 1,417,110 1,134,005 Debentures (Note 15) 398, ,223 Provision for risks (Note 18.1) 9,398 8,395 Deferred income and social contribution taxes (Note 8) 164, ,920 Deferred income (Note 19) 43,838 44,098 Phantom Stock Options 14, Other - 4 Total non-current liabilities 2,047,083 1,742,242 Equity (Note 20) Capital 2,388,062 2,388,062 Share issuance costs (39,004) (39,003) Capital reserves 982, ,873 Profit reserves 1,053,637 1,053,637 Shares in treasury (63,245) (104,314) Effects on capital transaction (89,996) (89,996) Income (loss) for the period 130,979 - Total shareholders' equity 4,362,511 4,181,259 Total shareholders equity and liabilities 6,692,687 6,259,147 The accompanying notes are an integral part of this quarterly information. 8

9 Balance sheets at and December 31, 2015 (Amounts expressed in thousands of Reais R$) Liabilities 09/30/ /31/2015 Current liabilities Loans and financing (Note 13) 167, ,994 Accounts payable (Note 14) 88,376 87,864 Property acquisition obligations (Note 16) 32,010 52,950 Taxes and contributions payable (Note 17) 29,319 47,003 Interest on shareholders equity (Note 20.c) 81, ,783 Deferred income (Note 19) 38,986 52,190 Debentures (Note 15) 27,027 12,031 Other 5,361 7,443 Total current liabilities 469, ,258 Non-current liabilities Loans and financing (Note 13) 1,931,086 1,597,816 Property acquisition obligations (Note 16) 17,907 40,027 Debentures (Note 15) 398, ,223 Provision for risks (Note 18.1) 14,461 9,292 Deferred income and social contribution taxes (Note 8) 170, ,406 Deferred income (Note 19) 67,591 73,239 Phantom Stock Options 14, Total non-current liabilities 2,614,537 2,286,600 Shareholders' equity (Note 20) Capital 2,388,062 2,388,062 Share issuance costs (39,004) (39,003) Capital reserves 982, ,873 Profit reserves 1,053,637 1,053,637 Shares in treasury (63,245) (104,314) Effects on capital transaction (89,996) (89,996) Income (loss) for the period 130,979-4,362,511 4,181,259 Non-controlling interests 6,312 6,142 Total shareholders' equity 4,368,823 4,187,401 Total shareholders equity and liabilities 7,452,967 7,014,259 The accompanying notes are an integral part of this quarterly information. 9

10 Statements of income Quarter ended and 2015 (In thousands of Reais, except basic and diluted earnings per share, in reais) Parent company 7/1/2016-9/30/2016 1/1/2016-9/30/2016 7/1/2015-9/30/2015 1/1/2015-9/30/2015 Net operating income (Note 22) 207, , , ,242 Cost of services rendered and properties sold (Note 23) (43,793) (124,535) (37,082) (104,057) Gross income 163, , , ,185 Operating income (expenses): Administrative expenses Headquarters (Note 23) (32,478) (99,192) (31,627) (88,779) Administrative expense - Properties (Note 23) (1,245) (4,743) (2,231) (4,487) Expenses on projects for lease (Note 23) (793) (1,361) (781) (2,633) Expenses on projects for sale (Note 23) (225) (393) (260) (869) Administrative expenses - share-based compensation (Note 21) (7,143) (18,884) (2,861) (9,812) Share of profit of equity-accounted investees (Note 9) 11,330 33,295 11,652 32,523 Depreciation and amortization (2,850) (8,363) (2,848) (8,760) Other operating income, net (917) 7,707 (5,346) (4,336) Operating income before financial income 129, , , ,032 Net financial income (loss) (Note 24) (43,636) (121,574) (42,520) (112,100) Income before income and social contribution taxes 85, ,622 87, ,932 Income and social contribution taxes (Note 8) Current (29,109) (57,404) (23,489) (53,278) Deferred 1,413 (7,239) (3,673) (11,100) Total current and deferred income and social contribution taxes (27,696) (64,643) (27,162) (64,378) Net income for the period 58, ,979 60, ,554 Basic earnings per share (Note 27) Diluted earnings per share (Note 27) The accompanying notes are an integral part of this quarterly information. 10

11 Statements of income Quarter ended and 2015 (In thousands of Reais, except basic and diluted earnings per share, in reais) 7/1/2016-9/30/2016 1/1/2016-9/30/2016 7/1/2015-9/30/2015 1/1/2015-9/30/2015 Net operating income (Note 22) 265, , , ,562 Cost of services rendered and properties sold (Note 23) (69,395) (198,247) (62,715) (182,374) Gross income 195, , , ,188 Operating income (expenses): Administrative expenses - Headquarters (Note 23) (32,733) (101,616) (32,623) (91,078) Administrative expense Properties (Note 23) (6,051) (19,328) (5,647) (18,662) Expenses on projects for lease (Note 23) (2,298) (5,501) (4,747) (11,902) Expenses on projects for sale (Note 23) (733) (1,932) (1,230) (3,177) Stock option compensation expenses (Note 21) (7,143) (18,884) (2,861) (9,812) Share of profit of equity-accounted investees (Note 9) 1,611 4,480 1,325 4,207 Depreciation and amortization (2,930) (8,612) (2,933) (9,015) Other operating income, net (731) 3,176 (5,034) (9,643) Operating income before financial income 144, , , ,106 Net financial income (loss) (Note 24) (52,801) (147,574) (51,035) (138,047) Income before income and social contribution taxes 92, ,222 90, ,059 Income and social contribution taxes (Note 8) Current (35,110) (77,935) (28,122) (66,444) Deferred 1,096 (5,375) (3,656) (11,335) Total current and deferred income and social contribution taxes (34,014) (83,310) (31,778) (77,779) Net income for the period 58, ,912 58, ,280 Income attributable to: Non-controlling interest (127) (202) Owners of the parent company 58, ,781 58, ,482 Basic earnings per share (Note 27) Diluted earnings per share (Note 27) The accompanying notes are an integral part of this quarterly information. 11

12 Statements of comprehensive income Quarters and semesters ended and 2015 (In thousands of Reais R$) Parent company 7/1/2016-9/30/2016 1/1/2016-9/30/2016 7/1/2015-9/30/2015 1/1/2015-9/30/2015 Net income for the period 58, ,979 60, ,554 Other comprehensive income Total comprehensive income for the period 58, ,979 60, ,554 7/1/2016-9/30/2016 1/1/2016-9/30/2016 7/1/2015-9/30/2015 1/1/2015-9/30/2015 Net income for the period 58, ,912 58, ,280 Other comprehensive income Total comprehensive income for the period 58, ,912 58, ,280 Total comprehensive income attributable to: Non-controlling interests (127) (202) Owners of the parent company 58, ,781 58, ,482 The accompanying notes are an integral part of this quarterly information. 12

13 Statements of changes in shareholders equity - Parent company Quarter ended and 2015 (Amounts expressed in thousands of Reais R$) Capital Capital reserves Profit reserves Capital Capital to be paid-up Share issuance costs Stock options granted Special goodwill reserve - merger Goodwill reserve on issuance of shares Legal reserve Expansion reserve Treasury shares Effects on capital transactions Retained earnings Total Balances at December 31, ,388,062 - (38,993) 77, , ,690 88, ,154 (90,704) (89,996) - 4,066,877 Exercise of stock options (5,437) , ,955 Share issuance costs - - (10) (10) Repurchase of shares to be held in treasury (Note 20.b) (44,002) - - (44,002) Stock options granted , ,590 Anticipation of interest on shareholders equity (90,000) (90,000) Supplementary dividends of prior years (Note 20.c) (19,896) (19,896) Net income for the period , ,554 Balances at September 30, ,388,062 - (39,003) 87, , ,253 88, ,258 (104,314) (89,996) 138,554 4,176,068 Balances at December 31, ,388,062 - (39,003) 90, , , , ,061 (104,314) (89,996) - 4,181,259 Exercise of stock options , , ,453 Share issuance costs - - (1) (1) Stock options granted , ,821 Anticipation of interest on shareholders equity (Note 20.c) (95,000) (95,000) Net income for the period , ,979 Balances at 2,388,062 - (39,004) 95, , , , ,061 (63,245) (89,996) 130,979 4,362,511 The accompanying notes are an integral part of this quarterly information. 13

14 Statements of changes in shareholders equity - Quarter ended and 2015 (Amounts expressed in thousands of Reais R$) Capital Capital reserves Profit reserves Capital Capital to be paid-up Share issuance costs Stock options granted Special goodwill reserve - merger Goodwill reserve on issuance of shares Legal reserve Expansion reserve Adjustments in the parent company (Note 2.2) Effects on capital transactions Shares in treasury Retained earnings Total Noncontrolling interests Total Balances at December 31, ,388,062 - (38,993) 77, , ,690 88, ,154 - (89,996) (90,704) - 4,066,877 2,777 4,069,654 Equity in net income of subsidiary (Note 2.2) ,072 4,072-4,072 Share issuance costs - - (10) (10) - (10) Non-controlling interest ,584 3,584 Exercise of stock options (5,437) ,392-24,955-24,955 Repurchase of shares to be held in treasury (Note 20.b) (44,002) - (44,002) - (44,002) Stock options granted , ,590-9,590 Anticipation of interest on shareholders equity (90,000) (90,000) - (90,000) Supplementary dividends of prior years (Note 20.c) (19,896) (19,896) - (19,896) Net income for the period , ,482 (202) 224,280 Balances at September 30, ,388,062 - (39,003) 87, , ,253 88, ,258 - (89,996) (104,314) 138,554 4,176,068 6,159 4,182,227 Balances at December 31, ,388,062 - (39,003) 90, , , , ,061 - (89,996) (104,314) - 4,181,259 6,142 4,187,401 Equity in net income of subsidiary (Note 2.2) (802) (802) - (802) Share issuance costs - - (1) (1) - (1) Non-controlling interest Exercise of stock options , ,069-44,453-44,453 Stock options granted , ,821-5,821 Anticipation of interest on shareholders equity (Note 20.c) (95,000) (95,000) - (95,000) Net income for the period , , ,912 Balances at 2,388,062 - (39,004) 95, , , , ,061 - (89,996) (63,245) 130,979 4,362,511 6,312 4,368,823 The accompanying notes are an integral part of this quarterly information. 14

15 Statements of cash flows Quarter ended and 2015 (Amounts expressed in thousands of Reais R$) Parent company 9/30/2016 9/30/2015 Cash flows from operating activities Income (loss) before taxes 290, ,932 Adjustments in: Depreciations and amortizations 82,421 83,162 Share of profit of equity-accounted investees (33,295) (32,523) Share-based payments 18,884 9,590 Recognition of repurchases of points of sale 6,736 6,404 Deferred income (5,418) (13,158) Inflation adjustment on debentures 43,947 40,676 Interest on loans and financings 118,396 99,289 Interest on Property acquisition obligation Interest on related party transactions (1,698) (1,254) Allowance for doubtful accounts 15,173 6,907 Other 2,601 (2,748) 537, ,922 Changes in assets and liabilities Land and properties for sale (20,022) (4,643) Accounts receivable 4,368 29,291 Judicial deposits (4,598) (497) Deferred costs 10,538 (5,370) Other assets 2,163 (5,756) Accounts payable (1,900) (10,888) Property acquisition obligations - (15,843) Taxes and contributions payable (37,652) (36,361) Income and social contribution taxes paid (47,776) (33,942) Deferred income (7,300) 14,897 Other liabilities (572) 2,399 Net cash generated in operating activities 435, ,209 The accompanying notes are an integral part of this quarterly information. 15

16 Statements of cash flows Quarter ended and 2015 (Amounts expressed in thousands of Reais R$) Parent company 09/30/ /30/2015 Cash flows from investment activities Acquisition of Investments (141,245) (130,679) Receipts from disposal investment - 5,001 Dividends received 7,601 14,657 Capital decrease on investees - (91) Receipt (payment) on related-party transactions 1,751 1,932 Acquisition of property, plant and equipment (3,733) (2,942) Acquisition of investment property (35,806) (69,909) Receipts from disposal property investments Acquisition of intangible assets (2,317) (5,116) Acquisitions of Financial instruments (364,110) 39,781 Net cash used in investment activities (537,157) (147,366) Cash flows from financing activities Loans and financing 325,000 - Payment of loans and financing (64,865) (88,169) Payment of interests on loans and financing (100,857) (91,338) Cash from stock option exercise 44,453 24,955 Repurchase of shares to be held in treasury - (44,002) Share issuance costs 1 (10) Payment of interest on debentures (28,950) (24,491) Dividends and interest on interest on shareholders equity paid (115,786) (92,955) Net cash generated (consumed) in financing activities 58,996 (316,010) Decrease in cash and cash equivalents (43,083) (40,167) Cash and cash equivalents in the beginning of the period 115, ,125 Cash and cash equivalents at the end of the period 72,054 76,958 Decrease in cash and cash equivalents (43,083) (40,167) The accompanying notes are an integral part of this quarterly information. 16

17 Statements of cash flows Quarter ended and 2015 (Amounts expressed in thousands of Reais R$) 9/30/2016 9/30/2015 Cash flows from operating activities Income (loss) before taxes 310, ,059 Adjustments in: Depreciation and amortization 115, ,297 Share of profit of equity-accounted investees (4,480) (4,207) Share-based payments 18,884 9,590 Non-controlling interest (131) 202 Recognition of repurchases of points of sale 6,864 6,496 Deferred income (8,466) (19,402) Inflation adjustment on debentures 43,947 40,676 Interest on loans and financings 155, ,160 Interest on Property acquisition obligations Interest on related party transactions (1,812) (1,340) Allowance for doubtful accounts 19,486 4,466 Other 5, , ,420 Variation in operating assets and liabilities Land and properties for sale (18,625) (38,713) Accounts receivable 8,416 21,829 Judicial deposits (4,529) (787) Deferred costs (6,038) (3,494) Other assets 4,706 (4,614) Accounts payable 512 (11,099) Property acquisition obligations (49,640) (58,513) Taxes and contributions payable (39,083) (34,700) Income and social contribution taxes paid (67,832) (50,559) Deferred income (10,386) 19,160 Other liabilities (1,390) 416 Net cash generated in operating activities 477, ,346 The accompanying notes are an integral part of this quarterly information. 17

18 Statements of cash flows Quarter ended and 2015 (Amounts expressed in thousands of Reais R$) 09/30/ /30/2015 Cash flows from investment activities Acquisition of Investments - 12,171 Dividends received 3,350 - Receipt (payment) on related-party transactions 377 2,262 Acquisition of property, plant and equipment (3,733) (2,942) Acquisition of investment property (241,826) (121,864) Receipts from disposal property investments Acquisition of intangible assets (2,327) (5,194) Acquisitions of Financial instruments (333,760) 28,838 Net cash used in investment activities (577,058) (86,729) Cash flows from financing activities Loans and financing 411, Payment of loans and financing (116,873) (136,126) Payment of interests on loans and financing (129,598) (123,763) Cash from stock option exercise 44,453 24,955 Repurchase of shares to be held in treasury - (44,002) Share issuance costs 1 (10) Non-controlling interest 170 3,382 Payment of interest on debentures (28,950) (24,491) Dividends and interest on interest on shareholders equity paid (115,786) (92,955) Net cash generated (consumed) in financing activities 64,576 (392,981) Decrease in cash and cash equivalents (35,210) (45,364) Cash and cash equivalents in the beginning of the period 159, ,926 Cash and cash equivalents at the end of the period 123, ,562 Decrease in cash and cash equivalents (35,210) (45,364) The accompanying notes are an integral part of this quarterly information. 18

19 Statements of added value Quarter ended and 2015 (Amounts expressed in thousands of Reais R$) Parent company 9/30/2016 9/30/2015 Income: Net income from sales and services 695, ,721 Other income 18,624 8,433 Allowance for doubtful accounts (15,173) (6,907) 699, ,247 Inputs acquired from third parties Costs of sales and services (44,972) (24,285) Power, outsourced services and other (29,537) (37,041) (74,509) (61,326) Gross added value 624, ,921 Retentions Depreciation and amortization (82,421) (83,162) Net added value produced by the Entity 542, ,759 Added value received as transfer Share of profit of equity-accounted investees 33,295 32,523 Financial income 44,955 33,219 78,250 65,742 Total added value payable 620, ,501 Distribution of added value Personnel Direct remuneration (71,686) (55,728) Benefits (5,061) (4,584) FGTS (2,467) (2,254) (79,214) (62,566) The accompanying notes are an integral part of this quarterly information. 19

20 Statements of added value Quarter ended and 2015 (Amounts expressed in thousands of Reais R$) Parent company 9/30/2016 9/30/2015 Taxes, rates and contributions Federal (142,604) (133,401) State (44) (96) Municipal (5,309) (4,766) (147,957) (138,263) Third-party capital remuneration Interest, exchange rate changes and monetary restatement (162,526) (144,668) Rental expenses (5,077) (5,450) (167,603) (150,118) Remuneration of shareholders equity Interest on shareholders equity (95,000) (90,000) Retained earnings (130,979) (138,554) (225,979) (228,554) Distributed added value (620,753) (579,501) The accompanying notes are an integral part of this quarterly information. 20

21 Statements of added value Quarter ended and 2015 (Amounts expressed in thousands of Reais R$) 9/30/2016 9/30/2015 Income: Net income from sales and services 895, ,402 Other income 18,835 3,127 Allowance for doubtful accounts (19,593) (9,346) 894, ,183 Inputs acquired from third parties: Costs of sales and services (223,857) (201,124) Power, outsourced services and other (46,849) (58,777) (270,706) (259,901) Gross added value 624, ,282 Retentions: Depreciation and amortization (115,123) (115,297) Net added value produced by the Entity 509, ,985 Added value received as transfer: Share of profit of equity-accounted investees 4,480 4,207 Financial income 64,931 36,721 69,411 40,928 Total added value payable 578, ,913 Distribution of added value: Personnel Direct remuneration (79,470) (63,061) Benefits (5,270) (4,787) FGTS (2,527) (2,328) (87,267) (70,176) Taxes, rates and contributions Federal (177,566) (163,312) State (156) (202) Municipal (23,779) (19,894) 21

22 Statements of added value Quarter ended and 2015 (Amounts expressed in thousands of Reais R$) 9/30/2016 9/30/2015 (201,501) (183,408) Third-party capital remuneration Interest, exchange rate changes and monetary restatement (207,579) (173,622) Rental expenses 144, ,573 (62,877) (38,049) Remuneration of shareholders equity: Non-controlling interest in retained earnings (131) 202 Interest on shareholders equity (95,000) (90,000) Retained earnings (131,781) (134,482) (226,912) (224,280) Distributed added value (578,557) (515,913) The accompanying notes are an integral part of this quarterly information. 22

23 Notes to the quarterly information (In thousands of reais - R$, unless otherwise stated) 1 Company s General information The individual and consolidated quarterly information of Multiplan Empreendimentos Imobiliários S.A. ( Company, Multiplan or Multiplan Group when referred to jointly with its subsidiaries) as of were authorized for issuance by Management on October 28, The Company is a public company with registered office in the city and state of Rio de Janeiro, and has shares traded at BM&FBovespa (MULT3). Additionally, the Company adheres to the Level 2 corporate governance of BM&FBovespa. Multiplan makes up the portfolios of the Bovespa Index (IBOVESPA) and the Brazil Index 50 (IBRX 50), among others. The Company was established on December 30, 2005 and in engaged mainly in (a) the planning, construction, development and sale of real estate projects of any nature, either residential or commercial, including mainly urban shopping centers and areas developed based on these real estate projects; (b) the purchase and sale of real estate and the acquisition and disposal of real estate rights, and their operation, in any mean, including through lease; (c) the provision of management and administrative services for its own shopping centers, or those of third parties; (d) the provision of technical advisory and support services concerning real estate issues; (e) civil construction, the execution of construction works and provision of engineering and similar services in the real estate market; (f) development, promotion, management, planning and intermediation of real estate projects; (g) import and export of goods and services related to its activities; and (h) the acquisition of equity interests and share control in other entities, as well as joint ventures with other entities, where it is authorized to enter into shareholders agreements in order to attain or supplement its corporate purpose. As of and December 31, 2015, the Company holds direct and indirect interests in the following real estate developments: Interest - % Joint venture Location Start-up of operations 09/30/ /31/2015 Shopping Malls BH Shopping Belo Horizonte RibeirãoShopping Ribeirão Preto BarraShopping (i) Rio de Janeiro MorumbiShopping (i) São Paulo ParkShopping Brasília DiamondMall Belo Horizonte New York City Center Rio de Janeiro ShoppingAnáliaFranco São Paulo ParkShopping Barigui Curitiba Pátio Savassi Belo Horizonte ShoppingSantaÚrsula Ribeirão Preto BarraShoppingSul Porto Alegre ShoppingVilaOlímpia São Paulo ParkShoppingSãoCaetano São Caetano JundiaíShopping Jundiaí ParkShoppingCampoGrande Rio de Janeiro VillageMall Rio de Janeiro Parque Shopping Maceió Maceió

24 (i) On September 01, 2016, the Company signed a commitment to acquire stakes equivalent to 10.3% of GLA from Barra Shopping and 8% of GLA from Morumbi Shopping by the amounts of R$ 311,122 and R$ 184,790, respectively, with Fundação Sistel de Seguridade Social. On the same date, the Company indicated Multiplan Barra 1 Empreendimentos Imobiliários Ltda and Multiplan Morumbi 1 Empreendimentos Imobiliários Ltda to purchase these stakes, respectively. The closing of the transaction is subject to the fulfillment of certain resolutory conditions as well as to approvals required by law.. On, the Company is the legal representative and manager of all above mentioned shopping malls, except for Parque Shopping Maceió. 2 Presentation of financial statements and accounting policies 2.1 Statement of conformity regarding the IFRS and Accountant Statements Committee - CPC rules These financial statements include: a. The consolidated interim financial statements, prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and the accounting practices adopted in Brazil (BRGAAP), and taking into consideration OCPC 04 guidance on the application of Technical Interpretation ICPC 02 to Brazilian real estate development companies, issued by the Accounting Pronouncements Committee (CPC) and approved by the Securities Commission (CVM) and the Federal Accounting Council (CFC); b. The parent company s interim financial statements, prepared in accordance with the accounting practices adopted in Brazil, which comprise the CVM standards and the pronouncements, interpretations and guidance issued by CPC, CVM and CFC, including OCPC 04 - Guidance on the application of Technical Interpretation ICPC 02 to Brazilian Real Estate Development Entities. 2.2 Measuring basis The individual and consolidated interim financial statements have been prepared based on the historical cost, except for certain financial instruments measured at fair value, as described in the note 26 below. Basis of consolidation As of and December 31, 2015, the consolidated interim financial statements incorporate the interim financial statements of the Company and its subsidiaries, as follows: Interest % September December Corporate name Direct Indirect Direct Indirect RENASCE - Rede Nacional de Shopping Centers Ltda County Estates Limited Embassy Row Inc Embraplan Empresa Brasileira de Planejamento Ltda CAA Corretagem e Consultoria Publicitária Ltda Multiplan Administradora de Shopping Centers Ltda CAA Corretagem Imobiliária Ltda MPH Empreendimento Imobiliário Ltda Danville SP Empreendimento Imobiliário Ltda Multiplan Holding S.A

25 Interest % September December Corporate name Direct Indirect Direct Indirect Multiplan Greenfield I Empreendimento Imobiliário Ltda Barrasul Empreendimento Imobiliário Ltda Ribeirão Residencial Empreendimento Imobiliário Ltda Multiplan Greenfield II Empreendimento Imobiliário Ltda Multiplan Greenfield III Empreendimento Imobiliário Ltda Multiplan Greenfield IV Empreendimento Imobiliário Ltda Morumbi Business Center Empreendimento Imobiliário Ltda Pátio Savassi Administração de Shopping Center Ltda Jundiaí Shopping Center Ltda ParkShopping Campo Grande Ltda ParkShopping Corporate Empreendimento Imobiliário Ltda Multiplan Arrecadadora Ltda ParkShopping Global Ltda ParkShopping Canoas Ltda Multishopping Shopping Center Ltda ParkShopping Jacarepaguá Ltda Multiplan Greenfield XI Empreendimento Imobiliário Ltda Multiplan Greenfield XII Empreendimento Imobiliário Ltda Multiplan Greenfield XIII Empreendimento Imobiliário Ltda Multiplan Barra 1 Empreendimento Imobiliário Ltda Multiplan Morumbi 1 Empreendimento Imobiliário Ltda Multiplan Golden I Empreendimento Imobiliário Ltda Multiplan Golden IV Empreendimento Imobiliário Ltda Multiplan Golden V Empreendimento Imobiliário Ltda Multiplan Golden VI Empreendimento Imobiliário Ltda Multiplan Golden VII Empreendimento Imobiliário Ltda Multiplan Golden VIII Empreendimento Imobiliário Ltda Multiplan Golden IX Empreendimento Imobiliário Ltda Multiplan Golden X Empreendimento Imobiliário Ltda Multiplan Golden XI Empreendimento Imobiliário Ltda Multiplan Golden XII Empreendimento Imobiliário Ltda Multiplan Golden XIII Empreendimento Imobiliário Ltda Multiplan Golden XIV Empreendimento Imobiliário Ltda Multiplan Golden XV Empreendimento Imobiliário Ltda Multiplan Golden XVI Empreendimento Imobiliário Ltda Multiplan Golden XVII Empreendimento Imobiliário Ltda Multiplan Golden XVIII Empreendimento Imobiliário Ltda The interim financial statements of subsidiaries are prepared for the same reporting period that the parent company, using consistent accounting policies. All intragroup balances, income and expenses are fully eliminated. 25

26 The reconciliation between the net income for the quarters ended and 2015 between the parent company and consolidated is as follows: 9/30/2016 9/30/2015 Shareholders' equity Net income for the period Shareholders ' equity Net income for the period Parent company 4,362, ,979 4,176, ,554 Equity in the earnings of County s profit or loss for the period (a) (4,072) 4,362, ,781 4,176, ,482 (a) Subsidiary Renasce holds 100% in the County s capital, whose main activity is the investment in subsidiary Embassy. In order to properly prepare the Multiplan's individual and consolidated balances, the Company adjusted the Renasce's capital and the investment calculation for consolidation purposes only. Adjustment relating to the Company s equity in the earnings of County not reflected on equity in the earnings of Renasce. 2.3 Accounting policies adopted in the quarterly information Significant accounting policies adopted by the Company in this quarterly information are consistent with those adopted in the financial statements for the year ended December 31, 2015 disclosed on February 24, Cash and cash equivalents and financial instruments December 31, 2015 Parent company Parent company Cash and cash equivalents Cash and banks 27,867 53,341 34,289 54,943 Financial instruments - Bank Deposit Certificates (CDBs) 6,202 6,267 4,018 4,018 Financial instruments - Purchase and sale commitments 37,985 64,182 76, ,039 Total cash and cash equivalents 72, , , ,000 These short-term investments are made with prime financial institutions, at market price and terms. The short-term investments presented as cash equivalent may be redeemed at any time without affecting earnings recognized or with no risk of significant change in value. The Fixed Income Investment Funds - DI are non-exclusive funds classified by the Brazilian Financial and Capital Markets Association (ANBIMA) as short-term, low-risk funds. The funds portfolios are managed by Bradesco Asset Management, Santander Asset and Itaú Asset. The Company does not interfere with or influence the management of the portfolios or the acquisition and sale of the securities included in the portfolios. 26

27 December 31, 2015 Parent company Parent company Financial instruments - daily liquidity Investment fund DI - fixed income securities 527, , , ,312 Total financial instruments 527, , , ,312 The Company's exposure to interest rate risks, credit, liquidity and market risks, and sensitivity analysis of financial assets and liabilities are disclosed in Note Accounts receivable December 31, 2015 Parent company Parent company Rental 147, , , ,284 Key money 28,271 46,684 30,202 49,226 Parking 6,121 12,538 10,313 16,138 Management fees (a) 8,989 8,989 9,010 9,010 Sales 1,632 1,632 1,578 1,578 Advertising 3,310 3,310 1,194 1,194 Real state for sale 38, ,165 45, ,227 Other 6,383 8,437 2,151 3, , , , ,066 Allowance for doubtful accounts (b) (25,043) (35,813) (16,333) (25,572) 216, , , ,494 Non-current (42,720) (120,547) (46,299) (135,422) Current 173, , , ,072 (a) (b) (i) (ii) Refers to the management fees receivable by the Company, charged the business or store owners of the shopping centers which it administrates, corresponding to a percentage of the store rent, the common charges of store owners, the financial management, and the promotion fund. The Company recognized an allowance for doubtful accounts based on the following criteria: Store leases - past due balance over than 180 days and amounts in excess of R$15 are individually analyzed, independently of the due date for all storeowners that already are considered in the provision for doubtful accounts; In case of debt acknowledgments of rent, the Company records a provision for all balances overdue notwithstanding the maturity term; Key money - All past due balance over 180 days and independent individual analysis regardless of the due date for all storeowners that already are considered in the allowance for doubtful accounts; In case of debt acknowledgments of key money, the Company records a provision for all balances overdue notwithstanding the maturity term; It should be emphasized that the Company understands that there is a low risk relating to the property sales accounts receivable since such amounts are guaranteed by the property sold. 27

28 The aging list of trade accounts receivable is as follows: Balance past-due, but without impairment loss Parent Balance due and without company impairment loss < >180 Total 09/30/ ,267 3,783 2,850 1,670 2,475 2,723 25, ,229 12/31/ ,960 3,281 1,894 1,352 1,362 1,684 17, ,640 Days: Balance past-due, but without impairment loss Balance due and without impairment loss < >180 Total 09/30/ ,756 5,750 3,849 2,564 3,189 4,921 39, ,825 12/31/ ,646 5,706 2,709 2,603 2,095 2,461 27, ,066 The changes in the allowance for doubtful accounts are as follows: Days: Parent company Balances at December 31, 2015 (16,333) (25,572) Additions (18,499) (24,929) Write-off 9,789 14,688 Balances at (25,043) (35,813) Aging of trade accounts receivable included in the allowance for doubtful accounts: December 31, 2015 Parent company Parent company Days: <60 (327) (361) (2,405) (2,750) (528) (579) (1,675) (1,896) (114) (134) (1,633) (1,951) (1,647) (1,852) (775) (993) >240 (22,427) (32,887) (9,845) (17,982) (25,043) (35,813) (16,333) (25,572) The Company has operating lease agreements with the tenants of shopping mall stores (lessors) with a standard term of 5 years. Exceptionally, there may be agreements with differentiated terms and conditions. For the nine-month period ended and 2015, the Company had billings of R$ 472,217 and R$ 471,982, respectively, from minimum rent in the Company s interest only in relation to contracts prevailing at the end of each period, these presented the following renewal schedule: 28

29 September 30, 2016 September 30, 2015 In 2015 n/a 4.9% In % 13.8% In % 18.4% In % 17.4% After % 38.3% Undetermined (*) 7.9% 7.2% Total 100% 100% (*) Non-renewed agreements in which the parties may request termination via a prior legal notice (30 days). 5 Related party transactions 5.1 The main balances and transactions with related parties are as follow: December 31, 2015 Parent company Parent company Current assets: Sundry loans and advances Advances on shopping center chargers (a) 16,135 22,679 8,815 12,678 Shopping Center Associations (b) 3,128 3,317 2,814 3,001 Parkshopping Canoas (f) Multiplan Holding (m) - - 1,343 - Parkshopping Jacarepaguá (l) Shopping Center Condominiums (c) 3,250 3, Loans - Others (d) ,772 28,315 Sub Total 14,296 16,551 Provision for losses (a) (16,135) (22,679) (8,815) (12,678) Total sundry loans and advances - current 6,637 6,636 5,481 3,873 Accounts receivable Multiplan Administradora de Shopping Centers Ltda. (e) 6,121-10,313 - Total accounts receivable - current 6,121-10,313 - Total current assets 12,358 6,636 15,794 3,873 Non-current assets: Sundry loans and advances Shopping Center Condominiums (n) 2,280 2,280 2,770 2,770 Shopping Center Associations (o) 8,607 9,049 9,326 9,887 Total sundry loans and advances - non-current 10,887 11,329 12,096 12,657 29

30 Parent company Statement of income: 09/30/ /30/2015 (9 months) (9 months) Income from services Multiplan Administradora de Shopping Centers Ltda. (e) 65,350 62,581 Revenue from rental Hot Zone (g) Tantra Comércio de Artigos Orientais Ltda. - Morumbi Shopping (h) Headquarters expenses Rental expense (i) Mall expenses Multiplan Arrecadadora Ltda (j) Services agreement Peres - Advogados, Associados S/C (k) 973 1,005 Net financial income (loss) Interest on loans and sundry advances 1,698 1,254 09/30 /2016 (9 months) 09/30/2015 (9 months) Statement of income: Revenue from rental Hot Zone (g) Tantra Comércio de Artigos Orientais Ltda. - Morumbi Shopping (h) Headquarters expenses Rental expense (i) Services agreement Peres - Advogados, Associados S/C (k) 973 1,005 Net financial income (loss) Interest on loans and sundry advances 1,812 1,340 (a) (b) (c) (d) Prepayments of charges granted to condominiums of shopping malls owned by Multiplan Group, in light of the default of storeowners with the condominiums. An allowance for loan losses was set up for these advances in light of the probable risk of non-collection. Refer to advances granted to the Storeowners Association of the following Shopping Centers: BarraShoppingSul, ParkshoppingBarigui, BarraShopping, RibeirãoShopping, JundiaíShopping, ParkshoppingCampoGrande and VillageMall. These advances have interests based on the CDI variation, and will be fully settled between 2017 and These refer to loans made with the condominiums of VillageMall and NewYorkCityCenter that have interests based on the CDI variation, and will be fully settled up to Refers to loans granted to employees, which are being repaid in annual installments. 30

31 (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) Refers to the portion of accounts receivable and income that the Company has with subsidiary MTA manages the shopping malls parking lots and transfer from 93% to 97.5% of net income to the Company. Note that whenever total expenses exceed the income generated, the Company is required to reimburse such difference to MTA plus 3% of monthly gross income. These amounts are billed and received on a monthly basis. These are amounts recoverable from the subsidiary ParkShopping Canoas Ltda., referring to the sharing of payroll expenses. Refers to amount billed as Hot Zone store leases entered into with Divertplan Comércio e Indústria Ltda, (lessee), where Multiplan Planejamento Participações e Administração S/A, a Company shareholder, holds 99% of the capital. Refer to amounts invoiced to Tantra Comércio de Artigos Orientais Ltda, relating to a kiosk lease agreement entered in MorumbiShopping into with a close family member (lessee) of the Company s controlling shareholder. The lease payments are annually adjusted using the IGP-DI. The contract became effective on June 17, 2009 and for an indefinite period Refers to the lease agreement entered into with close family member of the Company s controlling shareholder of an office located in Centro Empresarial Barra Shopping, dated March 04, The agreement is effective for 24-month period, starting April 1, 2015 and lease payments are adjusted using the IPCA. Refers to rental collection services, common and specific charges, income from promotion fund and other income deriving from the operation and sale of office spaces of the Company and/or its subsidiaries. Refers to the addendum to the legal service agreement entered into by the Company and Peres - Advogados, Associados S/C, owned by a close family member of the Company s controlling shareholder, dated May 1st,, The contract has an indefinite term of duration and establishes a monthly remuneration of R$ 50, adjusted by the Consumer Price Index (IPC) on an annual basis. Additionally, on April 2, 2015, R$500 was paid as bonus. These are amounts recoverable from the subsidiary ParkShopping Jacarepaguá Ltda, referring to the sharing of payroll expenses. Refers to accounts receivable from subsidiary Multiplan Holding S.A. related to contributions made to subsidiaries. Refers to loan made with the condominium of Shopping VillageMall that have interest at 110% of the CDI, and will be settled by Refers to the advances granted to the tenants Association of the following Shopping Centers: JundiaíShopping, RibeirãoShopping, VillageMall, BarraShopping Sul, Parkshopping Barigui, and Barra Shopping. This advances have interest based on the CDI variation, and will be fully settled between 2017 and Remuneration of key management personnel Remuneration of key personnel The executive officers and directors, which have the decision power and the Company s operations control, are elected by the Board and considered key management personnel in accordance with the Company s Bylaws. The key management personnel compensation accounted for in the statement of income by category is as follows: 09/30/ /30/2015 Short-term benefits 18,391 15,794 Share-based payments 5,933 4,482 24,324 20,276 31