Multiplan Empreendimentos Imobiliários S.A.

Transcription

1 Multiplan Empreendimentos Imobiliários S.A. (A free translation of the original report in Portuguese containing financial statements prepared in accordance with accounting practices adopted in Brazil) KPDS

2 Contents Report on the review of quarterly information - ITR 3 Balance sheets 6 Statements of income 10 Statement 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 21 2

3 KPMG Auditores Independentes Rua do Passeio, 38 - Setor 2-17º andar - Centro Rio de Janeiro/RJ - Brasil Caixa Postal CEP Rio de Janeiro/RJ - Brasil Telefone +55 (21) , Fax +55 (21) Report on the review of quarterly information - ITR (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 ), contained in the quarterly information form - ITR for the quarter ended, which comprise the balance sheet and related statements of income, of comprehensive income, and changes in shareholders' equity and in cash flows for the three and nine months then ended, including explanatory notes. Management is responsible for the preparation of the individual interim accounting information in accordance with the Accounting Pronouncement CPC 21(R1) - Interim Statement and consolidated interim accounting information in accordance with CPC 21(R1) and the international accounting rule IAS 34 - Interim Financial Reporting, 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 interim financial information included in the ITR referred to above is not prepared, in all material respects, in accordance with CPC 21 (R1), applicable to the preparation of Interim Financial Information - ITR, and presented in accordance with the standards issued by CVM applicable to the preparation of Interim Financial Information - ITR. 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 included in the ITR referred to above is not prepared, in all material respects, in accordance with IAS 34, 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 - ITR, 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 International Financial Reporting Standards - IFRS applicable to real estate development entities, 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 added value 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 quarterly information - ITR, and considered as supplementary information by IFRS, which does not require the presentation of the statements of added value. These statements were submitted 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 27, 2017 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, 2016 (Amounts expressed in thousands of Reais - R$) Assets Parent company 09/30/ /31/2016 Current assets Cash and cash equivalents (Note 3) 61,124 50,541 Financial Instruments (Note 3) 872, ,944 Accounts receivable (Note 4) 164, ,452 Land and properties for sale (Note 6) 10,368 5,972 Accounts receivable from related parties (Note 5) 3,453 6,177 Taxes and Social Contributions 29,128 3,051 Sundry advances 1,480 14,913 Deferred costs (Note 18) 20,476 24,080 Other 8,909 9,322 Total current assets 1,172, ,452 Non-current assets Accounts receivable (Note 4) 28,307 39,578 Land and properties for sale (Note 6) 16,926 58,702 Accounts receivable from related parties (Note 5) 10,335 10,427 Judicial deposits (Note 17.2) 16,452 15,096 Deferred costs (Note 18) 38,202 43,522 Other 10,583 10, , ,824 Investments (Note 8) 2,848,047 2,575,569 Investment properties (Note 9) 3,449,365 3,332,753 Property, plant and equipment (Note 10) 22,788 25,006 Intangible assets (Note 11) 352, ,092 Total non-current assets 6,793,616 6,458,244 Total assets 7,965,833 7,129,696 See the accompanying notes to the quarterly information. 6

7 Balance sheets at and December 31, 2016 (Amounts expressed in thousands of Reais - R$) Assets 09/30/ /31/2016 Current assets Cash and cash equivalents (Note 3) 145, ,647 Financial Instruments (Note 3) 925, ,721 Accounts receivable (Note 4) 245, ,249 Land and properties for sale (Note 6) 37,474 47,222 Accounts receivable from related parties (Note 5) 3,454 6,169 Taxes and Social Contributions 33,336 6,560 Sundry advances 2,741 19,699 Deferred costs (Note 18) 29,401 33,381 Other 20,502 20,297 Total current assets 1,442, ,945 Non-current assets Accounts receivable (Note 4) 86, ,982 Land and properties for sale (Note 6) 266, ,120 Accounts receivable from related parties (Note 5) 10,566 10,806 Judicial deposits (Note 17.2) 19,401 17,765 Deferred income and social contribution taxes (Note 7) 13,445 14,468 Deferred costs (Note 18) 95,698 75,812 Other 18,245 19, , ,297 Investments (Note 8) 128, ,947 Investment properties (Note 9) 6,262,686 6,049,155 Property, plant and equipment (Note 10) 28,048 30,453 Intangible assets (Note 11) 353, ,649 Total non-current assets 7,282,196 7,056,501 Total assets 8,724,975 7,954,446 See the accompanying notes to the quarterly information. 7

8 Balance sheets at and December 31, 2016 (Amounts expressed in thousands of Reais - R$) Parent company Liabilities 09/30/ /31/2016 Current liabilities Loans and financing (Note 12) 166, ,778 Accounts payable (Note 13) 60,921 52,898 Property acquisition obligations (Note 15) Taxes and contributions payable (note 16) 16,237 18,825 Interest on shareholders equity (Note 19.c) 150,351 81,341 Payables to related parties (Note 5) 19,928 - Deferred income (Note 18) 20,468 23,427 Debentures (Note 14) 34,677 11,977 Other 4,393 4,963 Total current liabilities 473, ,478 Non-current liabilities Loans and financing (Note 12) 1,047,525 1,290,066 Debentures (Note 14) 982, ,638 Provision for risks (Note 17.1) 6,454 7,165 Deferred income and social contribution taxes (Note 7) 168, ,308 Payables to related parties (Note 5) 79,714 - Deferred income (Note 18) 31,682 43,594 Phantom Stock Options (Note 20.b) 46,708 7,277 Total non-current liabilities 2,363,316 2,206,048 Shareholders' equity (Note 19) Capital 2,988,062 2,388,062 Share issuance costs (43,548) (39,004) Capital reserves 993, ,540 Profit reserves 1,270,179 1,270,179 Shares in treasury (49,391) (62,611) Effects on capital transaction (89,996) (89,996) Net Income (loss) for the period 59,254 - Total shareholders' equity 5,128,525 4,450,170 Total shareholders equity and liabilities 7,965,833 7,129,696 See the accompanying notes to the quarterly information. 8

9 Balance sheets at and December 31, 2016 (Amounts expressed in thousands of Reais - R$) Liabilities 09/30/ /31/2016 Current liabilities Loans and financing (Note 12) 248, ,801 Accounts payable (Note 13) 118, ,526 Property acquisition obligations (Note 15) 65,254 28,866 Taxes and contributions payable (Note 16) 34,536 39,381 Interest on shareholders equity (Note 19.c) 150,351 81,341 Deferred income (Note 18) 23,083 33,336 Debentures (Note 14) 34,677 11,977 Other 4,544 5,796 Total current liabilities 679, ,024 Non-current liabilities Loans and financing (Note 12) 1,620,349 1,812,873 Property acquisition obligations (Note 15) 15,683 11,954 Debentures (Note 14) 982, ,638 Provision for risks (Note 17.1) 14,007 13,211 Deferred income and social contribution taxes (Note 7) 175, ,080 Deferred income (Note 18) 51,087 71,029 Phantom Stock Options (Note 20.b) 46,708 7,277 Total non-current liabilities 2,906,118 2,781,062 Shareholders' equity (Note 19) Capital 2,988,062 2,388,062 Share issuance costs (43,548) (39,004) Capital reserves 993, ,540 Profit reserves 1,270,179 1,270,179 Shares in treasury (49,391) (62,611) Effects on capital transaction (89,996) (89,996) Net Income (loss) for the period 59,254-5,128,525 4,450,170 Non-controlling interest 10,383 6,190 Total shareholders' equity 5,138,908 4,456,360 Total shareholders equity and liabilities 8,724,975 7,954,446 See the accompanying notes to the quarterly information. 9

10 Statements of income Quarters ended and 2016 (In thousands of Reais, except basic and diluted earnings per share, in Reais) Parent company 7/1/2017-9/30/2017 1/1/2017-9/30/2017 7/1/2016-9/30/2016 1/1/2016-9/30/2016 Net operating revenue (Note 21) 212, , , ,665 Cost of services rendered and properties sold (Note 22) (42,278) (120,162) (43,793) (124,535) Gross income 170, , , ,130 Operating income (expenses): Administrative expenses - Headquarters(Note 22) (32,711) (95,629) (32,478) (99,192) Administrative expenses - Properties (Note 22) (4,891) (9,771) (1,245) (4,743) Expenses on projects for lease (Note 22) (1,900) (2,436) (793) (1,361) Expenses on projects for sale (Note 22) (357) (1,006) (225) (393) Expenses on share-based compensation (Note 20) (24,529) (53,991) (7,143) (18,884) Share of profit of equity-accounted investees (loss) (Note 8) 14,267 43,204 11,330 33,295 Depreciation and amortization (3,306) (9,255) (2,850) (8,363) Other operating income, net (6,056) (7,130) (917) 7,707 Operating income before financial income 110, , , ,196 Net financial income (loss) (Note 23) (33,180) (120,185) (43,636) (121,574) Income before income and social contribution taxes 77, ,698 85, ,622 Income and social contribution taxes (Note 7) Current (3,519) (20,047) (29,109) (57,404) Deferred assets 1, ,413 (7,239) Total current and deferred income and social contribution taxes (2,061) (19,444) (27,696) (64,643) Net income for the period 75, ,254 58, ,979 Basic earnings per share (Note 26) Diluted earnings per share (Note 26) See the accompanying notes to the quarterly information. 10

11 Statements of income Quarters ended and 2016 (In thousands of Reais, except basic and diluted earnings per share, in Reais) 7/1/2017-9/30/2017 1/1/2017-9/30/2017 7/1/2016-9/30/2016 1/1/2016-9/30/2016 Net operating revenue (Note 21) 286, , , ,260 Cost of services rendered and properties sold (Note 22) (71,000) (200,694) (69,395) (198,247) Gross income 215, , , ,013 Operating income (expenses): Administrative expenses - Headquarters(Note 22) (33,027) (98,887) (32,733) (101,616) Administrative expenses - Properties (Note 22) (8,102) (18,419) (6,051) (19,328) Expenses on projects for lease (Note 22) (6,421) (9,641) (2,298) (5,501) Expenses on projects for sale (Note 22) (1,544) (3,923) (733) (1,932) Expenses on share-based compensation (Note 20) (24,529) (53,991) (7,143) (18,884) Share of profit of equity-accounted investees (loss) (Note 8) 1,451 4,447 1,611 4,480 Depreciation and amortization (3,392) (9,508) (2,930) (8,612) Other operating income, net (5,840) (8,145) (731) 3,176 Operating income before financial income 133, , , ,796 Net financial income (loss) (Note 23) (47,787) (160,047) (52,801) (147,574) Income before income and social contribution taxes 86, ,652 92, ,222 Income and social contribution taxes (Note 7) Current (11,893) (44,820) (35,110) (77,935) Deferred assets 1,253 (698) 1,096 (5,375) Total current and deferred income and social contribution taxes (10,640) (45,518) (34,014) (83,310) Net income for the period 75, ,134 58, ,912 Income attributable to: Non-controlling interest (167) (235) Owners of the parent company 75, ,369 58, ,781 Basic earnings per share (Note 26) Diluted earnings per share (Note 26) See the accompanying notes to the quarterly information. 11

12 Statement of comprehensive income Quarters ended and 2016 (In thousands of Reais - R$) Parent company 7/1/2017-9/30/2017 1/1/2017-9/30/2017 7/1/2016-9/30/2016 1/1/2016-9/30/2016 Net income for the period 75, ,254 58, ,979 Other comprehensive income Total comprehensive income for the period 75, ,254 58, ,979 7/1/2017-9/30/2017 1/1/2017-9/30/2017 7/1/2016-9/30/2016 1/1/2016-9/30/2016 Net income for the period 75, ,134 58, ,912 Other comprehensive income Total comprehensive income for the period 75, ,134 58, ,912 Total comprehensive income attributable to: Non-controlling interest (167) (235) Owners of the parent company 75, ,369 58, ,781 See the accompanying notes to the quarterly information. 12

13 Statements of changes in shareholders equity - Parent company Quarters ended and 2016 (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 ssuance of shares Legal reserve Expansion reserve Treasury shares Effects on capital transactions Retained earnings Total 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 19.c) (95,000) (95,000) Net income for the period , ,979 Balances at September 30, ,388,062 - (39,004) 95, , , , ,061 (63,245) (89,996) 130,979 4,362,511 Balances at December 31, ,388,062 - (39,004) 97, , , ,153 1,148,026 (62,611) (89,996) - 4,450,170 Stock issuance 600, ,000 Exercise of stock options , , ,006 Repurchase of shares to be held in treasury (16,087) - - (16,087) Share issuance costs - - (4,544) (4,544) Stock options granted , ,726 Anticipation of interest on shareholders equity (Note 19.c) (175,000) (175,000) Net income for the period , ,254 Balances at 2,988,062 - (43,548) 99, , , ,153 1,148,026 (49,391) (89,996) 59,254 5,128,525 See the accompanying notes to the quarterly information. 13

14 Statements of changes in shareholders equity - Quarters ended and 2016 (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 interest Total 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 19.c) (95,000) (95,000) - (95,000) Net income for the period , , ,912 Balances at September 30, ,388,062 - (39,004) 95, , , , ,061 - (89,996) (63,245) 130,979 4,362,511 6,312 4,368,823 Balances at December 31, ,388,062 - (39,004) 97, , , ,153 1,148,026 - (89,996) (62,611) - 4,450,170 6,190 4,456,360 Equity in net income of subsidiary (Note 2.2) (115) (115) - (115) Stock issuance 600, , ,000 Share issuance costs - - (4,544) (4,544) - (4,544) Repurchase of shares to be held in treasury (16,087) - (16,087) - (16,087) Non-controlling interest ,428 4,428 Exercise of stock options , ,307-37,006-37,006 Stock options granted , ,726-2,726 Anticipation of interest on shareholders equity (Note 19.c) (175,000) (175,000) - (175,000) Net income for the period , ,369 (235) 234,134 Balances at 2,988,062 - (43,548) 99, , , ,153 1,148,026 - (89,996) (49,391) 59,254 5,128,525 10,383 5,138,908 See the accompanying notes to the quarterly information. 14

15 Statements of cash flows Quarters ended and 2016 (Amounts expressed in thousands of Reais - R$) Parent company 9/30/2017 9/30/2016 Cash flows from operating activities Income (loss) before taxes 253, ,622 Adjustments in: Depreciation and amortization 82,139 82,421 Share of profit of equity-accounted investees (loss) (43,204) (33,295) Share-based compensation 53,991 18,884 Recognition of repurchases of points of sale 6,545 6,736 Deferred income and cost (9,085) (5,418) Inflation adjustment on debentures 64,898 43,947 Interest on loans and financings 120, ,396 Interest on related party transactions (1,180) (1,698) Allowance for doubtful accounts 7,991 15,173 Other 1,734 2, , ,829 Variation in operating assets and liabilities Land and properties held for sale 37,380 (20,022) Accounts receivable 39,173 4,368 Judicial deposits (2,441) (4,598) Deferred costs (4,447) 10,538 Other assets 13,762 2,163 Accounts payable 8,023 (1,900) Taxes and contributions payable (25,374) (37,652) Income and social contribution taxes paid (47,791) (47,776) Deferred income 7,585 (7,300) Other liabilities (12,405) (572) Net cash generated in operating activities 551, ,078 See the accompanying notes to the quarterly information. 15

16 Statements of cash flows Quarters ended and 2016 (Amounts expressed in thousands of Reais - R$) Parent company 09/30/ /30/2016 Cash flows from investment activities Increase of Investments (239,524) (141,245) Dividends received 8,950 7,601 Receipt in related-party transactions 3,996 1,751 Additions in property, plant and equipment (2,070) (3,733) Additions in investment property (90,766) (35,806) Written-off of property investments Additions to intangible assets (10,506) (2,317) Interest earning bank deposits (514,671) (364,110) Net cash used in investment activities (843,831) (537,157) Cash flows from financing activities Loans and financing - 325,000 Payment of loans and financing (350,180) (64,865) Payment of interests on loans and financing (133,999) (100,857) Cash from stock options exercise 37,006 44,453 Repurchase of shares to be held in treasury (16,087) - Funding of debentures 293,891 - Stock issuance 600,000 - Share issuance costs (4,544) 1 Payment of charges on debentures (42,199) (28,950) Dividends and interest on shareholders equity paid (81,341) (115,786) Net cash generated (invested) by financing activities 302,547 58,996 Decrease (increase) in cash and cash equivalents 10,583 (43,083) Cash and cash equivalents at the beginning of the period 50, ,137 Cash and cash equivalents at the end of the period 61,124 72,054 Decrease (increase) in cash and cash equivalents 10,583 (43,083) See the accompanying notes to the quarterly information. 16

17 Statements of cash flows Quarters ended and 2016 (Amounts expressed in thousands of Reais - R$) 9/30/2017 9/30/2016 Cash flows from operating activities Income (loss) before taxes 279, ,222 Adjustments in: Depreciation and amortization 135, ,123 Share of profit of equity-accounted investees (loss) (4,447) (4,480) Share-based compensation 53,991 18,884 Non-controlling interest 235 (131) Recognition of repurchases of points of sale 7,198 6,864 Deferred income and cost (11,998) (8,466) Inflation adjustment on debentures 64,898 43,947 Interest on loans and financings 149, ,816 Interest to Property acquisition obligations 5,526 - Interest on related party transactions (1,226) (1,812) Allowance for doubtful accounts 11,885 19,486 Other 3,417 5, , ,161 Changes in operating assets and liabilities Land and properties held for sale (9,479) (18,625) Accounts receivable 70,227 8,416 Judicial deposits (2,721) (4,529) Deferred costs (36,962) (6,038) Other assets 17,852 4,706 Accounts payable (28,635) 512 Property acquisition obligations (30,318) (49,640) Taxes and contributions payable (27,000) (39,083) Income and social contribution taxes paid (73,893) (67,832) Deferred income 2,859 (10,386) Other liabilities (13,084) (1,390) Net cash generated in operating activities 562, ,272 See the accompanying notes to the quarterly information. 17

18 Statements of cash flows Quarters ended and 2016 (Amounts expressed in thousands of Reais - R$) 09/30/ /30/2016 Cash flows from investment activities Decrease (or increase) in investments (2,774) - Dividends received 6,750 3,350 Receipt (payment) on related-party transactions 4, Additions in property, plant and equipment (2,070) (3,733) Additions in investment property (258,494) (241,826) Written-off of property investments Additions to intangible assets (10,506) (2,327) Interest earning bank deposits (563,782) (333,760) Net cash used in investment activities (826,695) (577,058) Cash flows from financing activities Loans and financing 75, ,159 Payment of loans and financing (403,814) (116,873) Payment of interests on loans and financing (159,122) (129,598) Cash from stock option exercise 37,006 44,453 Stock issuance 600,000 - Repurchase of shares to be held in treasury (16,087) - Funding with debenture issues 293,890 - Share issuance costs (4,544) 1 Non-controlling interest 4, Payment of charges on debentures (42,199) (28,950) Dividends and interest on shareholders equity paid (81,343) (115,786) Net cash generated (invested) by financing activities 303,830 64,576 Increase in cash and cash equivalents 39,710 (35,210) Cash and cash equivalents at the beginning of the period 105, ,000 Cash and cash equivalents at the end of the period 145, ,790 Increase in cash and cash equivalents 39,710 (35,210) See the accompanying notes to the quarterly information. 18

19 Statements of added value Quarters ended and 2016 (Amounts expressed in thousands of Reais - R$) Parent company 9/30/2017 9/30/2016 Income: Net income from sales and services 696, ,982 Other income 4,292 18,624 Allowance for doubtful accounts (7,991) (15,173) 692, ,433 Inputs acquired from third parties Costs of sales and services (43,767) (44,972) Power, outsourced services and other (41,767) (29,537) (85,534) (74,509) Gross added value 606, ,924 Retentions Depreciation and amortization (82,139) (82,421) Net added value produced by the Entity 524, ,503 Added value received as transfer Share of profit of equity-accounted investees (loss) 43,204 33,295 Financial income 72,170 44, ,374 78,250 Total added value payable 640, ,753 Distribution of added value Personnel Direct remuneration (102,809) (71,686) Benefits (5,993) (5,061) FGTS (2,232) (2,467) (111,034) (79,214) Taxes, duties and contributions Federal (104,202) (142,604) State (65) (44) Municipal (4,300) (5,309) (108,567) (147,957) Third-party capital remuneration Interest, exchange-rate change and monetary restatement (181,180) (162,526) Rental expenses (5,196) (5,077) (186,376) (167,603) Remuneration of shareholders equity Interest on shareholders equity (175,000) (95,000) Retained earnings (59,254) (130,979) (234,254) (225,979) Distributed added value (640,231) (620,753) See the accompanying notes to the quarterly information. 19

20 Statements of added value Quarters ended and 2016 (Amounts expressed in thousands of Reais - R$) 9/30/2017 9/30/2016 Income: Net income from sales and services 931, ,733 Other income 4,607 18,835 Allowance for doubtful accounts (11,885) (19,593) 924, ,975 Inputs acquired from third parties: Costs of sales and services (226,522) (223,857) Power, outsourced services and other (52,970) (46,849) (279,492) (270,706) Gross added value 644, ,269 Retentions: Depreciation and amortization (135,549) (115,123) Net added value produced by the Entity 509, ,146 Added value received as transfer: Share of profit of equity-accounted investees (loss) 4,447 4,480 Financial income 78,212 64,931 82,659 69,411 Total added value payable 591, ,557 Distribution of added value: Personnel Direct remuneration (106,854) (79,470) Benefits (6,167) (5,270) FGTS (2,302) (2,527) (115,323) (87,267) Taxes, duties and contributions Federal (149,576) (177,566) State (115) (156) Municipal (19,852) (23,779) (169,543) (201,501) Third-party capital remuneration Interest, exchange-rate change and monetary restatement (226,227) (207,579) Rental expenses 153, ,702 (72,664) (62,877) Remuneration of shareholders equity: Non-controlling interest in retained earnings 235 (131) Interest on shareholders equity (175,000) (95,000) Retained earnings (59,368) (131,781) (234,133) (226,912) Distributed added value (591,663) (578,557) See the accompanying notes to the quarterly information. 20

21 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 27, The Company was established as a publicly-traded entity headquartered in Brazil, whose shares are traded on the São Paulo Stock Exchange (BM&FBovespa). The Company is located at Avenida das Américas, Bloco 2-5 andar - Barra da Tijuca - Rio de Janeiro - RJ. 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) merger, 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 ownership interest 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 business purpose. 21

22 As of and December 31, 2016, the Company holds direct and indirect interests in the following real estate developments: Interest - % Joint venture Location Start-up of operations 09/30/ /31/2016 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 Shopping Anália Franco São Paulo ParkShopping Barigui (ii) Curitiba Pátio Savassi Belo Horizonte Shopping Santa Úrsula Ribeirão Preto BarraShopping Porto Alegre Shopping Vila Olímpia São Paulo ParkShoppingSãoCaetano São Caetano JundiaíShopping Jundiaí ParkShoppingCampoGrande Rio de Janeiro VillageMall Rio de Janeiro Parque Shopping Maceió Maceió (i) As of September 1, 2016, the Company acquired an interest equivalent to 10.3% of GLA from Barra Shopping and 8.0% 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 shares, respectively. On November 9, 2016, the Company acquired an interest equivalent to 4.5% of ABL do Barra Shopping for the amount of R$ 143,877, with Carvalho Hosken S.A. On the same date, the Company indicated Multiplan Barra 1 Real Empreendimentos Imobiliários Ltda for acquisition of this interest. (ii) On January 11, 2017, the Company acquired, through its subsidiary Multiplan Greenfield XI Empreendimento Imobiliário Ltda, 9.333% of the ideal fraction of ParkShopping Barigui held by Invest Bens Administradora de bens S/A for the price of R$ 91,000. Such amount will be settled in 24 consecutive monthly installments, bearing interest at the CDI rate from the execution date until the actual due date of each installment. As of, the Company is the legal representative and manager of all above mentioned shopping malls, except for Parque Shopping Maceió. 22

23 2 Presentation of quarterly information and accounting policies 2.1 Statement of conformity regarding the IFRS and Accountant Statements Committee - CPC standards This quarterly information includes: a. The consolidated interim quarterly information was prepared in accordance with CPC 21 (R1) - Interim Statement, OCPC 04 guideline on the application of the ICPC 02 to Brazilian real estate development companies in Brazil and IAS 34 - Interim Financial Report, issued by International Accounting Standard Board - IASB, and presented in accordance with the standards issued by the Securities Commission ( CVM ), applicable to the preparation of the Quarterly Information - ITR; b. The parent company s quarterly information, 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. In addition, the Company considered the guidelines provided for in Technical Guideline OCPC 07, issued by CPC in November 2014, in the preparation of its Quarterly information. Accordingly, relevant information of the quarterly information is being evidenced and corresponds to the information used by Management when administrating. In the individual quarterly information, subsidiaries and joint ventures, with or without a legal personality, are accounted for under the equity method and adjusted in proportion to the interest held in the Group s contractual rights and obligations. The same adjustments are made both in individual quarterly information as to consolidated quarterly information, in order to obtain the same net income and shareholders equity attributable to Parent company's shareholders. In the case of Multiplan Empreendimento Imobiliários S.A., the accounting practices adopted in Brazil applicable to the individual quarterly information differ from IFRS applicable to separate quarterly information only in relation to the measurement of investments in subsidiaries, joint ventures and associated companies under the equity method, instead of cost or fair value in accordance with IFRS. Since the differences between consolidated shareholders' equity and consolidated income attributable to the parent company's shareholders, included in consolidated quarterly information prepared in accordance with IFRS and Brazilian accounting practices, and shareholders' equity and parent company result, included in individual quarterly information prepared in accordance with Brazilian accounting practices adopted in Brazil are not material, the Company opted to present this individual and consolidated quarterly information in a single set, side by side. 2.2 Measuring basis The individual and consolidated quarterly information has been prepared based on the historical cost, except for certain financial instruments measured at fair value, as described in the note 25 below. 23

24 2.3 Consolidation basis As of and December 31, 2016, the consolidated quarterly information is comprised by quarterly information 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 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 II Empreendimento Imobiliário Ltda Multiplan Golden III 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 Multiplan XVI Empreendimento Imobiliário Ltda

25 Interest % September December Corporate name Direct Indirect Direct Indirect Multiplan XVII Empreendimento Imobiliário Ltda Multiplan XVIII Empreendimento Imobiliário Ltda Multiplan XIX Empreendimento Imobiliário Ltda Multiplan XX Empreendimento Imobiliário Ltda The quarterly information of subsidiaries is prepared for the same reporting period that the parent company, using consistent accounting policies. All intragroup balances, income and expenses are fully eliminated. The reconciliation between the net income for the quarters ended and 2016 between the parent company and consolidated is as follows: 9/30/2017 9/30/2016 Shareholders' equity Net income for the period Shareholders' equity Net income for the period Parent company 5,128, ,254 4,362, ,979 Equity in the earnings of County s profit or loss for the period (a) ,128, ,369 4,362, ,781 (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. 2.4 Significant 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, 2016 disclosed on February 23,

26 3 Cash and cash equivalents and interest earning bank deposits December 31, 2016 Parent company Parent company Cash and cash equivalents Cash and banks 35,993 65,812 27,412 57,538 Financial Instruments- Bank Deposit Certificates (CDBs) 5,257 41,787 6,261 9,150 Financial Instruments- Purchase and sale commitments 19,874 37,758 16,868 38,959 Total cash and cash equivalents 61, ,357 50, ,647 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. December 31, 2016 Parent company Parent company Financial Instruments- daily liquidity Investment fund DI - fixed income securities 872, , , ,721 Total interest earning bank deposits 872, , , ,721 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

27 4 Accounts receivable December 31, 2016 Parent company Parent company Rental 102, , , ,837 Straight line effect 48,426 69,102 23,075 42,342 Key money 22,360 34,900 27,219 46,675 Parking 7,413 13,141 10,805 19,957 Management fees (a) 9,156 9,156 9,115 9,115 Sales 1,700 1,700 1,463 1,463 Advertising ,253 1,253 Sales of properties 24, ,512 36, ,243 Other 7,600 10,212 6,813 9, , , , ,327 Allowance for doubtful accounts (b) (32,350) (45,921) (26,903) (39,096) 192, , , ,231 Non-current (28,307) (86,213) (39,578) (114,982) Current 164, , , ,249 (a) (b) (i) (ii) Refer 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 allowance 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 estimated 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 broken down as follows: Balance past-due, but without impairment loss Parent Balance due and without company impairment loss <30 days days days days days >180 days Total 09/30/ ,872 4,875 2,222 1, ,588 31, ,321 12/31/ ,459 4,829 2,224 1,838 1,660 2,869 26, ,933 Balance past-due, but without impairment loss Balance due and without impairment loss <30 days days days days days >180 days Total 09/30/ ,532 7,536 3,063 2,075 1,480 4,148 49, ,144 12/31/ ,702 8,544 3,227 4,569 3,051 4,932 42, ,327 The changes in the allowance for doubtful accounts are as follows: Parent company Balances at December 31, 2016 (26,903) (39,096) Additions (6,035) (7,782) Write-off Balances at (32,350) (45,921) Breakdown of aging of trade accounts receivable included in the allowance for doubtful accounts: December 31, 2016 Parent company Parent company <60 days (820) (955) (4,087) (5,187) days (379) (499) (1,400) (1,955) days (394) (489) (1,647) (2,220) days (1,790) (2,093) (1,433) (1,727) >240 days (28,967) (41,885) (18,336) (28,007) (32,350) (45,921) (26,903) (39,096) The Company has operating lease agreements with the tenants of shopping mall stores (lessee) with a standard term of 5 years. Exceptionally, there may be agreements with differentiated terms and conditions. 28

29 For the quarters ended and 2016, the Company had billings of R$ 523,620 and R$ 472,217, 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: September 30, 2017 September 30, 2016 In 2016 n/a 5.5% In % 16.4% In % 16.5% After % 53.7% Undetermined (*) 10.1% 7.9% Total 100% 100% (*) Non-renewed agreements in which the parties may request termination via a prior legal notice (30 days). 29

30 5 Related party transactions 5.1 The main balances and transactions with related parties are as follow: December 31, 2016 Parent company Parent company Current assets: Sundry loans and advances Advances on shopping center chargers (a) 20,350 30,258 18,471 26,540 Shopping Center Associations (b) 1,641 1,848 3,150 3,334 Parkshopping Canoas (f) Parkshopping Jacarepaguá (l) Shopping Center Condominiums (c) 1,528 1,528 2,766 2,766 Loans - Other (d) Subtotal 23,803 33,712 24,648 32,709 Provision for losses (a) (20,350) (30,258) (18,471) (26,540) Total sundry loans and advances - current 3,453 3,454 6,177 6,169 Accounts receivable Multiplan Administradora de Shopping Centers Ltda. (e) 7,413-10,805 - Total accounts receivable - current 7,413-10,805 - Total current assets 10,866 3,454 16,982 6,169 Non-current assets: Sundry loans and advances Shopping Center Condominiums (c) 1,612 1,612 2,119 2,119 Shopping Center Associations (b) 8,723 8,954 8,308 8,687 Total sundry loans and advances - noncurrent 10,335 10,566 10,427 10,806 Current liabilities: Sundry loans and advances Multiplan Greenfield III Ltda (h) 19, Total sundry loans and advances - current 19, Non-current liabilities: Sundry loans and advances Multiplan Greenfield III Ltda (h) 79, Total sundry loans and advances - noncurrent 79,

31 Parent company Statement of income: 09/30/ /30/2016 (9 months) (9 months) Income from services Multiplan Administradora de Shopping Centers Ltda. (e) 71,518 65,350 Income from rental Hot Zone (g) Tantra Comércio de Artigos Orientais Ltda. - Morumbi Shopping (m) - 98 Headquarters expenses Rental expense (i) Shopping Mall expenses Multiplan Arrecadadora Ltda (j) Services agreement Peres - Advogados, Associados S/C (k) 1, Net financial income (loss) Interest on loans and sundry advances 1,180 1,698 Statement of income: 09/30/ /30/2016 (9 months) (9 months) Income from rental Hot Zone (g) Tantra Comércio de Artigos Orientais Ltda. - Morumbi Shopping (m) - 98 Headquarters expenses Rental expense (i) Services agreement Peres - Advogados, Associados S/C (k) 1, Net financial income (loss) Interest on loans and sundry advances (n) 1,226 1,812 (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: BarraShopping Sul, ParkShoppingBarigui, BarraShopping, RibeirãoShopping and JundiaíShopping. These advances have interest based on the CDI variation, and will be fully settled between 2017 and These refer to loans made with the condominiums of VillageMall and BarraShopping 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. 31