3Q16 PERFORMANCE COMMENTS. Performance Comments on the Quartely Financial Information ITR ended on Sep 30,2016. Highlights
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1 3Q16 PERFORMANCE COMMENTS Performance Comments on the Quartely Financial Information ITR ended on Sep 30,2016 São Paulo, November 14, 2016 Viver Incorporadora e Construtora S.A. Under Judicial Reorganization (VIVR3) announces today its operating and financial results related to the Third quarter (3Q16). Highlights Request for Judicial Reorganization, given the deterioration of Real Estate industry, associated with the difficulty that the company faced honoring its obligations to Banks and to preserve the continuity of its activities, the Group understood to be the best alternative. Approval of the Judicial Reorganization, on 29, 2016, the Judge of the 2nd Court of Bankruptcies and Judicial Recoveries of the District of São Paulo State Capital granted the application of Viver Group for judicial reorganization. The approval was published in the DOU on October, Gross Sales amounted to R$ 18.8 million in 3Q16, a decrease of 31% compared to 2Q16. Sales cancellations amounted to R$ 98.8 million in 3Q16, mainly due to the reduction by in 88 units of the project Residencial Belvedere, as well as the effects of the loss of customer credit capacity due to the economic crisis experienced in the country. Repasse (mortgage delivery) amounted to R$ 80.0 million in 3Q16, an increase of 89% compared to the 2Q16. General and administrative expenses, ex-severance and restructuring costs, at the end of 3Q16 amounted to R$ 3.7 million, an annualized level of R$ 14.8 million. 1
2 Financial Performance Results are shown in accordance with the accounting practices adopted in Brazil, in Brazilian Reais (R$), complying with Brazilian corporate law. Net Revenue Net operating revenue was negative in R$ 54.0 million in 3Q16, due to the sales cancellations in the period and also by the 88 unit reduction and thus the loss of approximately R$ 88 million PSV of the project Residencial Belvedere, that is still in environmental re-licensing. Property Costs Property costs totaled R$27.6 million in 3Q16, mainly due to the volume of sales cancellations occurred in this period. Amortization of capitalized financial charges amounted to R$ 2.6 million in the third quarter. The table below shows a breakdown of property costs: Operating Costs (R$ 000) 3Q16 2Q16 3Q15 3Q16x2Q16 3Q16x3Q15 Total Operating Costs (27,625) 37,986 56, % % Cost of land, development construction (30,181) 18,890 32, % % Financial Charges 2,556 19,096 24, % -89.5% Gross Profit and Backlog of Revenues and Results The posted a gross loss of R$ 26.4 million in 3Q16 mainly impacted by sales cancellations, impairment recorded in inventory of completed units and corporate financial expenses. Gross Profit (R$ 000) 3Q16 2Q16 3Q15 3Q16x2Q16 3Q16x3Q15 Gross Profit (26,440) (14,713) (10,737) 79.7% 146.3% Gross Margin 48.9% -63.2% -23.5% bps 7238 bps Adjusted Gross Margin¹ 44.2% 18.8% 30.0% 2534 bps 1420 bps ¹ Excluding capitalized interest. In 3Q16, the revenue backlog totaled R$ 80.0 million, while the backlog of results to be recognized reached R$ 17.0 million. The backlog margin for the quarter was 21.3%, 1264 bps below the 3Q15 margin, due to the reduction of units in the project Residencial Belvedere. Costs to be recognized do not include financial charges and guarantee provisions, which are recognized as operating costs in proportion to the units sold, when incurred. Revenues and results to be recognized (R$ 000) (for the period end) 3Q16 2Q16 3Q15 3Q16x2Q16 3Q16x3Q15 Revenues to be recognized 79,992 79, , % -48.0% Cost to be recognized (62,989) (50,003) (101,702) 26.0% -38.1% 2
3 Backlog of Results to be recognized 17,003 29,032 52, % -67.4% Backlog Margin 21.3% 36.7% 33.9% bps bps Selling, General and Administrative Expenses In 3Q16, selling expenses totaled R$ 1.2 million, showing a decrease of 44.6% compared to same period of. General and administrative expenses, net of depreciation and amortization, severance and restructuring costs, totaled R$ 3.7 million in 3Q16, a decrease of 40.3% compared to 3Q15, resulting in an annualized amount of R$ 14.8 million. EBITDA EBITDA was negative R$ 44.8 million in 3Q16, impacted as already highlighted by the negative gross profit due to the lack of launches in the last few years, sales cancellations and provisions for the high volume of customer claims and litigation. The table below shows EBIT, EBITDA and EBITDA margin trends in recent quarters. EBITDA (R$ 000) 3Q16 2Q16 3Q15 EBT (83,517) (73,761) (56,852) (+) Financial Result Net Financial Expenses (Income) 35,201 36,712 18,712 SFH interest on Cost 5,718 8,940 9,160 Corporate Interest on Cost (3,161) 10,156 15,290 EBIT (45,759) (17,953) (13,690) Depreciation ,026 Amortization EBITDA (44,765) (16,958) (12,664) EBITDA margin 82.8% -72.9% -27.7% Financial Result Net financial expenses totaled R$ 35.2 million in 3Q16, presenting an increase as compared with 3Q15 and impacted by the expensing (non-capitalization) of corporate financial expenses in projects under construction. Net Loss In 3Q16, Viver posted a net loss of R$ 81.3 million, due mainly to the lack of launches in the last years plus high financial leverage, provision for customer claims, reduction of unit in the of the project Residencial Belvedere and the current recession. 3
4 Balance Sheet Cash and Cash Equivalents and Securities On, cash, cash equivalents and securities totaled R$ 24.6 million, compared to R$ 25.5 million on June. It is important to mention that only 15% of the cash is available for the operations due to lender restrictions. Portfolio Management and Client Mortgage Transfers ( Repasse ) The ended the third quarter of 2016 with a total receivables portfolio of R$ million, of which R$ million came from completed projects and R$ million from projects to be delivered, as shown in the chart below. Accounts receivables (R$000) 3Q16 2Q16 3Q15 3Q16x2Q16 3Q16x3Q15 Current 396, , , % -34.7% Long-Term 21,980 25,769 32, % -32.7% Total on balance 418, , , % -34.6% Total "off balance 79,992 79,035 95, % -15.9% Total Account Receivables 498, , , % -32.2% R$ 498 million of receivables Delivered To be delivered The funds generated by Repasse and client receivables amounted to R$ 80.0 million in 3Q16. Pro-forma (Ex-IFRS 10) 4
5 Inventory (properties for development and sale) Viver s inventory balance on stood at R$ million. The s inventory includes sites acquired for cash and through swaps, construction in progress, advances to suppliers and completed units, as detailed below. Inventory (R$ mil) 3Q16 2Q16 3Q15 3Q16x2Q16 3Q16x3Q15 Land 223, , , % 10.6% Properties under construction 54,763 73, , % -56.1% Units completed 249, , , % 8.2% Advances to Suppliers , % -97.2% Total 528, , , % -6.4% Indebtedness On, Viver s total debt was R$ 1.19 billion (including related-party transactions and convertible debentures), as detailed on the table below. As already reported in previous quarters, the reduction in the sales velocities coupled with the high volume of sales cancelation rate and high interest on our debt significantly impacted the 's financial stabilization and ultimately contributed relevantly to the decision on the request for Judicial Reorganization. Indebtedness Evolution (R$ million) 3T16 2T16 1T16 4T15 3T15 Debt Corporate Debt SFH / Project Debt Securitization Co-obligation CRI Sub-total Indebtedness Related-Party Transactions + Convertible Related-Party Transactions Debentures Convertible Indebtedness Total 1, , , , ,172.7 Availability
6 About Viver Incorporadora e Construtora S.A. Viver is a real estate developer and builder established over 20 years ago and renowned for its high quality developments and pioneering role in construction technology. It focuses on the middle and upper-middle segments of the residential market, especially in the area of Greater Porto Alegre and the state of São Paulo. The adopts a management model based on strict standards of corporate governance and close alignment between the executive officers, Board of Directors and shareholders. Viver s stock is listed on the BM&FBOVESPA s Novo Mercado trading segment under the ticker VIVR3. Investor Relations Phone: (55 11) ri.viver@viverinc.com.br 6
7 (Convenience translation into English from the original previously issued in Portuguese) VIVER INCORPORADORA E CONSTRUTORA S.A. Independent auditors reports on the review of Quarterly Information Quarterly information As of JC/VPRAB/AGS/YTV/IMPM/LDL 4427i/16
8 VIVER INCORPORADORA E CONSTRUTORA S.A. Quarterly information As of Contents Independent auditors review report on the quarterly information Statements of financial position Statements of operations Statements of comprehensive income (loss) Statements of changes in shareholders equity Statements of cash flows Notes to the financial statements 2
9 Tel.: Rua Major Quedinho 90 Fax: Consolação São Paulo, SP - Brasil (Convenience translation into English from the original previously issued in Portuguese) INDEPENDENT AUDITORS REPORT ON THE INTERIM FINANCIAL INFORMATION To the shareholders and management of Viver Incorporadora e Construtora S.A. São Paulo SP Introduction We were hired to review the individual and consolidated interim financial statements of Viver Incorporadora e Construtora S.A. ( ), included in the Quarterly Information, for the quarter ended, which comprise the statement of financial position as of, and the respective statements of operations, comprehensive income (loss), changes in shareholders equity and cash flows for the nine-month period then ended, including a summary of the main accounting practices and other notes. The s management is responsible for the preparation of the individual interim financial statements in accordance with Technical Pronouncement CPC 21 (R1) Interim financial statements, and of the consolidated interim financial statements in accordance with Technical Pronouncement CPC 21 (R1) and International Accounting Standard (IAS) 34 Interim Financial Reporting, which considers technical instruction OCPC 04 on the adoption of technical interpretation ICPC 02 by Real Estate Companies in Brazil, issued by the Committee of Accounting Pronouncements (CPC) and approved by the Brazilian Securities and Exchange Commission (CVM) and by the Federal Association of Accountants (CFC), and for the presentation of these interim financial statements in accordance with the standards issued by CVM applicable to the Quarterly Information. Our responsibility is to express an opinion on these interim financial statements based on our review. Scope of the review Except for the matters described below, we have conducted our review in accordance with Brazilian and international standards for reviewing interim financial information (NBC TR 2410 and ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity ). An interim review consists principally of applying analytical and other review procedures, and making enquiries of and having discussions with persons responsible for financial and accounting matters. An interim review is substantially less in scope than an audit conducted in accordance with auditing standards. An interim review does not provide assurance that we would become aware of any or all significant matters that might be identified in an audit. Accordingly, we do not express such an audit opinion. Additionally, due to the matters described in the Basis for disclaimer of conclusion on the quarterly information, we were unable to obtain sufficient and appropriate evidence to provide a basis for our opinion. 3
10 Basis for disclaimer of conclusion In the quarter ended, the reported individual and consolidated losses totaling R$ 244,945 thousand and R$ 245,606 thousand, respectively. Its accumulated losses totaled R$ 1,688,947 thousand, individual and consolidated current liabilities exceeded its current assets by R$ 1,166,158 thousand and R$ 453,045 thousand, respectively, and reported negative equity totaling R$ 428,732 thousand. This situation indicates the existence of significant uncertainty that may cast doubt on the 's and its controlled companies ability to continue as a going concern and doubt as to the basis of preparation of the individual and consolidated interim financial statement, considering that as of, the individual and consolidated assets and liabilities of the were classified and evaluated assuming that the will continue as a going concern. The significant uncertainties and the matter discussed in the previous paragraphs do not allow us to conclude how, when and at which amounts the assets will be realized and the liabilities paid. Future significant events, whose outcomes cannot be predicted, will generate relevant impacts on the operations of the and may significantly affect the form and values at which these assets will be realized and these liabilities will be paid. We are also unable to conclude about how the assets will be realized and the liabilities paid, if by means of the s operations or through the disposal of part or all the assets. Disclaimer of conclusion about the individual and consolidated interim financial statements Due to the relevance of the matters described in the paragraphs included in the 'Base for disclaimer of conclusion' section, until the present date, we were unable to obtain proper and sufficient audit evidence to support our conclusion on the individual and consolidated interim financial statements referred to above, according to Technical Pronouncement CPC 21 (R1) and IAS 34, applicable to the preparation of Quarterly Information and presented according to the standards issued by CVM. Consequently, we did not issue any review report on the Quarterly Information referred to above. Emphasis As described in note 2.1 (a), the individual and consolidated interim financial statements were prepared in accordance with Brazilian accounting practices. The consolidated interim financial statements prepared in accordance with the IFRS applicable to real estate companies also consider Instruction OCPC 04 - Adoption of Technical Interpretation ICPC 02 by Real Estate Companies in Brazil, issued by CPC. This instruction deals with the recognition of revenues from this industry sector and with issues related to the meaning and adoption of the concept of continual transfer of risks, benefits and control upon the sale of real estate properties, as detailed in Note 3.2 (a). 4
11 Other issues Statements of value added We were also engaged to review the individual and consolidated statements of value added for the nine-month period ended, prepared by the s Management, whose disclosure in the interim financial statements is required in accordance with the standards issued by CVM applicable to the preparation of the Quarterly Information and considered as supplemental information by the IFRS, which do not require the disclosure of the statement of value added. This statement was subjected to the same review procedures previously described and, based in your review, due to the matters described in the Basis for disclaimer of conclusion on the quarterly information section, we did not issue a review report on this statement. Information presented for comparison purposes The amounts for the quarter ended 30,, presented for comparison purposes, were previously reviewed by us and our report thereon, dated November 13,, was unmodified. The amounts for the year ended, presented for comparison purposes, were previously audited by us and our report thereon, dated March, had disclaimer of opinion. The accompanying financial statements have been translated into English for the convenience of readers outside Brazil. São Paulo, November 11, BDO RCS Auditores Independentes CRC 2 SP /O-1 Julian Clemente Accountant CRC 1 SP /O-6 5
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13 Under court-ordered reorganization Statements of operations For the quarters ended 30 In thousands of Brazilian Reais Notes 9/30/2016 9/30/ 9/30/2016 9/30/ Revenue from real estate 2,190 (347) (14,295) 104,697 ( + ) Revenue from services ( - ) Taxes levied (204) (3,806) Continuing operations Revenue 29 1,993 (289) (13,717) 101,510 ( - ) Costs of sales 29 (168) (252) (49,965) (150,198) ( = ) Gross profit (loss) 1,825 (541) (63,682) (48,688) ( - ) Operating revenues (expenses) General and administrative expenses 30 (15,967) (23,309) (17,500) (24,493) Selling expenses 31 (16) (40) (4,406) (7,090) Other operating revenues (expenses) 33 (19,178) (16,051) (54,562) (41,161) Equity in earnings (losses) of controlled companies 12 (117,256) (56,266) (61) 5,262 (=) Operating loss before financial income (loss) (150,592) (96,207) (140,211) (116,170) Financial expenses 32 (95,992) (75,314) (118,038) (67,829) Financial revenues 32 1,350 2,348 11,481 17,083 ( =) Net financial income (loss) (94,642) (72,966) (106,557) (50,746) ( = ) Loss before income and social contribution taxes (245,234) (169,173) (246,768) (166,916) ( - ) Income and social contribution taxes - current (3,446) (3,178) ( - ) Income and social contribution taxes deferred , ( = ) Loss for the year from continuing operations (244,945) (169,173) (245,606) (169,526) ( = ) Loss for the period (244,945) (169,173) (245,606) (169,526) Attributable to 's shareholders (244,945) (169,173) Non-controlling interest (661) (353) (245,606) (169,526) Loss per share from continuing and discontinued operations (expressed in R$ per share) From continuing operations (71.109) (0.502) From discontinued operations - - Basic and diluted loss per share (*) (71.109) (0.502) (*) Reverse stock split, according to Note 27. The accompanying notes are an integral part of these financial statement. 7
14 - Under court-ordered reorganization Statements of comprehensive income (loss) For the quarters 30 In thousands of Brazilian Reais 9/30/2016 9/30/ 9/30/2016 9/30/ Loss for the period (244,945) (169,173) (245,606) (169,526) Other comprehensive income (loss) (=) Comprehensive income (loss) for the period (244,945) (169,173) (245,606) (169,526) Attributable to 's shareholders (244,945) (169,173) (244,945) (169,173) Non-controlling interest (661) (353) (244,945) (169,173) (245,606) (169,526) The accompanying notes are an integral part of these financial statements. 8
15 - Under court-ordered reorganization Statements of changes in shareholders equity 1,295,915 (37,855) (1,183,149) 74, (169,173) (169,173) 1,296,872 (37,855) (1,352,322) (93,305) 1,297,145 (37,855) (1,444,002) (184,712) (244,945) (244,945) 1,298,070 (37,855) (1,688,947) (428,732) The accompanying notes are an integral part of these financial statements. 9
16 - Under court-ordered reorganization Statements of cash flows For the quarters 30 In thousands of Brazilian Reais 9/30/2016 9/30/ 9/30/2016 9/30/ From operating activities Loss before income and social contribution taxes, including discontinued operations (245,234) (169,173) (246,768) (166,916) Adjustments to reconcile income (loss) to cash and cash equivalents from operating activities Depreciation and amortization 2,871 2,942 2,987 3,047 Provisions for losses on assets 16,285 1,613 22,508 8,668 Provisions for legal claims ,886 14,935 Provisions for construction warranty - - (667) (890) Fixed assets disposal cost ,147 1,754 Deferred taxes - (40) (5,343) (268) Finance charges on financing 96,831 84, , ,024 Capitalized portion of finance charges 3,340 (13,704) 6,813 (24,801) Equity in earnings (losses) of controlled companies 117,256 56, (5,262) Non-controlling interest (7,739) (36,658) (51,904) (40,356) Changes in assets and liabilities (Increase)/decrease in asset accounts Accounts receivable (4,870) ,849 43,513 Properties for sale - - (4,312) 37,940 Taxes and contributions to be offset 866 1, ,426 Sundry receivables (496) 6,016 (1,038) 10,319 Related-party transactions 1,087 66, (1,445) Intercompany accounts with partners in ventures 10,382 4,376 10,322 4,366 Unrecognized selling expenses Increase/(decrease) in liability accounts - Labor and tax liabilities (1,555) 1,683 10,456 (3,041) Trade accounts payable 2,244 (1,867) (4,393) (10,369) Accounts payable (31) (2,324) 13,705 (2,610) Related-party transactions 85,295 58,429 1,758 (3,961) Customers advances (1,487) - (33,594) 25,832 Net cash provided by (used in) operating activities 83,962 99, ,154 61,915 Paid Income and Social Contribution taxes - - (3,639) (2,512) Payments of interest on loans and financing, debentures, derivative transactions, co-obligation in the assignment of receivables and obligations with investors (22,989) (6,516) (30,508) (22,446) Net cash provided by (used in) operating activities 60,973 92,620 78,007 36,957 From investing activities (Increase)/decrease in marketable securities - 1,312-1,312 (Increase)/decrease in capital of controlled companies, net 2,779 (80,323) 10,470 34,651 Distributed Profits 1, , In fixed assets - (34) - (34) In intangible assets - (1) - (176) Net cash provided by (used in) investing activities 3,838 (78,906) 11,529 35,900 From financing activities Raising of loans and financing, debentures, derivative transactions, coobligation in the assignment of receivables and obligations with investors - 1,961 7,225 15,609 Payments of loans and financing, debentures, derivative transactions, co-obligation in the assignment of receivables and obligations with investors (56,178) (3,991) (73,975) (45,995) Related-party transactions Capital increase of non-controlling interest in controlled company (66) Capital increase Net cash provided by (used in) financing activities (55,918) (2,030) (66,490) (30,452) Cash and cash equivalents balance at end of year 4,581 1,392 25,502 46,383 Increase/(decrease) in cash and cash equivalents 3,621 (5,872) 2,764 16,785 Cash and cash equivalents balance at beginning of period 960 7,264 22,738 29,598 Cash and cash equivalents balance at end of period 4,581 1,392 25,502 46,383 The accompanying notes are an integral part of these financial statements. 10
17 - Under court-ordered reorganization Statements of value added For the quarters and six-month periods ended June 30 In thousands of Brazilian Reais 9/30/2016 9/30/ 9/30/2016 9/30/ Revenues Sales and services 2,197 (342) (13,776) 105,316 2,197 (342) (13,776) 105,316 Inputs acquired from third parties Cost of goods, merchandise and services sold (168) (252) (18,336) (82,479) Materials, energy, third-party and other operating services (24,645) (20,718) (62,562) (49,726) Others 136 (68) (1,648) (3,055) (24,677) (21,038) (82,546) (135,260) Gross value added (22,480) (21,380) (96,322) (29,944) Depreciation, amortization and depletion, net (2,872) (2,942) (2,987) (3,047) Net value added generated by the (25,352) (24,322) (99,309) (32,991) Value added received in transfer Equity in earnings (losses) of controlled companies (117,256) (56,266) (61) 5,262 Financial revenues 1,351 2,349 11,481 17,083 (115,905) (53,917) 11,420 22,345 Total value added to be distributed (141,257) (78,239) (87,889) (10,646) Value added distribution Personnel Payroll and charges 5,849 12,989 6,638 13,220 Commissions on sales Management fees 1,403 1,636 1,403 1,636 Taxes, fees and contributions Federal (85) (32) (1,247) 6,407 Municipal - (21) 26 9 Return on debt capital Interest 95,992 75, , ,548 Rents 529 1, ,124 Return on equity capital Loss for the period (244,945) (169,173) (244,945) (169,173) Non-controlling interest in retained earnings - - (661) (353) (141,257) (78,239) (87,889) (10,646) The accompanying notes are an integral part of these financial statements. 11
18 - Under court-ordered reorganization As of 1 General information Viver Incorporadora e Construtora S.A. (the "" or "Viver") Under court-ordered reorganization is a publicly held company headquartered in São Paulo, state of São Paulo, whose shares are traded on the São Paulo Stock Exchange (BM&FBOVESPA) under the ticker VIVR3, headquartered abroad, and there is no agreement among the stockholders regarding the establishment of a controlling group. The 's key business activity, in conjunction with its controlled and jointly controlled companies, is the development of real estate ventures, particularly in the residential and office segments, through investments in companies established with specific purpose, partnerships or consortia, as well as provision of real estate development management services. The has reported accumulated losses in the amount of R$ 1,688,9471 in operations and loss of R$ 81,306 in the quarter, affected by (i) finance charges and (ii) decrease in the number of real estate launches in previous years, with no launch made since After the realization of the initial public offering (IPO) in 2007, following the trend in the sector, the adopted an expansionist strategy and then with the market deterioration, it started to suffer the impacts of this growth model, both in the market aspect, as well as in the existing capital structure, which was incompatible with the strategy adopted. As from 2012, the Brazilian macroeconomic scenario started to challenge the sector's cash generation and expansion expectations. Due to this combination of factors, Viver faced a crisis in At that point in time, Viver presented extremely high fixed expenses, organizational structure disproportional to its operations, corporate debts with short-term maturity amounting to over R$ 700 million, over 30 projects stopped and with no expectation of financing for resources to complete the construction work. In 2012, the decided to restructure its activities, changing the board of directors and the business conduct guided by 5 principles: (i) reduction of costs and cash preservation; (ii) deleveraging/sale of assets; (iii) delivery of projects; (iv) strengthening of the capital structure ; and (v) generation of value. This is how the restructuring strategy was implemented. There was a 75% reduction in general and administrative costs, sale of assets amounting to R$ 500 million, 62% reduction of corporate debt (over R$ 400 million), in addition to renegotiating other liabilities, raising funds over R$150 million to complete the construction work and, lastly, of utmost importance, the delivery of almost the totality of the ventures that were under construction. Notwithstanding, all effort and the success in implementing the guidance principles, the macroeconomic scenario brought huge impacts on the business model that was being developed in the new management, which resulted in the current crisis the is going through: a) The expectation of increase in price was not met, on the contrary, the real estate market has been enormously increasing since then; b) Sales increase in levels lower than the historical record; c) Volume of transfer highly impacted by the macroeconomic perspective banks highly restrictive in credit access to natural person; d) Massive increase of returned units though cancellation of contracts between acquirers; e) Major increase in the number of shares, specially related to cancellation of contracts of purchase and sales of real estate units, which affected and still affect the generation of cash of the SPEs.. 12
19 - Under court-ordered reorganization As of Despite all efforts to reduce expenses and improve its operating efficiency, the still depends on the ongoing restructuring of all liabilities to rebalance its capital structure and management considers this restructuring essential to ensure it is possible to cover these general expenses, pay its liabilities, including a high volume of lawsuits from clients and, consequently, enable its going concern. With insufficient cash, the started to renegotiate the installments of its debts with banks and suppliers, which caused the reduction of the amount of credit available for the. The was in a cycle of reduction in value. To reverse this, on 16, 2016, the Courtordered Reorganization was filed, which was the most adequate measure to preserve value for all stakeholders of Grupo Viver, allowing the equalization of liabilities, restoring trust of its customers, suppliers and banks, resuming the launches and, lastly, overcoming the momentary economic and financial crisis. On 28, 2016, the 2nd Court of Bankruptcies and Reorganizations of the Judicial District of the State of São Paulo approved the request for Court-ordered Reorganization of the, with other companies belonging to its corporate group, determining, among other measures: (a) Exemption from filing debt clearance certificates, so the can perform its activities; (b) Suspension of the lawsuits and executions against the and the others under recovery for one hundred eighty (180) business days, according to the law. (c) Presentation of the accounts by the until the 30 day of each month, under the penalty of discharge of its shareholders and managers; (d) Presentation of the Recovery Plan within 60 business days; and (e) Issue of a public notice, pursuant to paragraph 1, article 52, Law No /2005, with a deadline of fifteen (15) business days for qualifications or divergences of creditors that may not be listed in the Court-Ordered Reorganization. The full text on the judicial decision that approved the court-ordered reorganization is available to shareholders at s website. The reaffirms that the purpose of the Court-ordered Reorganization is to maintain the rendering of services with quality to the clients and settle its indebtedness. The measure provided in the Brazilian law allows the services rendered by the to be maintained and preserved. In addition to the controlling company Viver Incorporadora, the following companies are included in the Court-Ordered Reorganization: INPAR ASSOCIADOS LTDA. (former VIVER VENDAS LTDA), limited liability company, enrolled with the National Register of Legal Entities of the Ministry of Finance (CNPJ/MF) under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, Edifício Atrium VIII, Vila Olímpia, CEP ( Inpar Associados ); VIVER PARTICIPAÇÕES LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Olimpíadas, nº 205, 2º andar, cj. 21 B, in the city of São Paulo, State of São Paulo, CEP ( Viver Participações ); VIVER EMPREENDIMENTOS LTDA., limited liability company, enrolled with CNPJ/MF under No / , located in the city of São Paulo, State of São Paulo, at Rua Olimpíadas, n.º 205, 2º andar, conjunto 21-C, Bairro Vila Olímpia, CEP ( Viver Empreendimentos ); VIVER DESENVOLVIMENTO IMOBILIÁRIO LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Olimpíadas, n.º 205, 2º andar, conjunto 21-E, city of São Paulo, State of São Paulo, CEP ( Viver Desenvolvimento Imobiliário ); VIVER DESENVOLVIMENTO E CONSTRUÇÃO IMOBILIÁRIA LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Viver Desenvolvimento e Construção ); PLARCON INCORPORAÇÕES IMOBILIÁRIAS S.A., closely-held corporation, enrolled with CNPJ/MF under No.nº / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Plarcon ); INPAR PROJETO 126 SPE LTDAlimited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto.. 13
20 - Under court-ordered reorganization As of 52, São Paulo, State of São Paulo, CEP ( Inpar Projeto 126 ); INPAR INVESTIMENTOS II S.A., closely-held corporation, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Inpar Investimentos II ); INPAR PROJETO LAGOA DOS INGLESES SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Lagoa dos Ingleses ); INPAR PROJETO RESIDENCIAL CALÓGERO CALIA SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Calógero Calia ); PROJETO IMOBILIÁRIO ALTOS DO UMARIZAL SPE 64 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Altos do Umarizal ); INPAR PROJETO 71 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 71 ); PROJETO IMOBILIÁRIO SPE 46 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 46 ); PROJETO IMOBILIÁRIO BARRA BALI SPE 99 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Barra Bali ); PROJETO IMOBILIÁRIO RESIDENCIAL LÍNEA SPE 96 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Residencial Línea ); INPAR PROJETO 44 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 44 ); INPAR PROJETO 45 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 45 ); INPAR PROJETO RESIDENCIAL NOVA LIMA SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Residencial Nova Lima ); INPAR PROJETO 94 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 94 ); INPAR PROJETO VIVER BOSQUE SJP SPE 91 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Viver Bosque SPJ ); INPAR LEGACY EMPREENDIMENTOS LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Inpar Legacy ); INPAR PROJETO 86 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 86 ); INPAR PROJETO 87 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 87 ); INPAR PROJETO 90 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 90 ); INPAR PROJETO 105 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 105 ); INPAR PROJETO 108 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 108 ); INPAR PROJETO 111 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 111 ); INPAR PROJETO 113 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 113 ); INPAR PROJETO 116 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 116 ); INPAR PROJETO RESIDENCIAL CONDOMÍNIO EREDITÁ SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Condomínio Ereditá ); INPAR PROJETO RESIDENCIAL CONDOMÍNIO WELLNESS RESORT SPE 42 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Condomínio Wellness ); INPAR PROJETO RESIDENCIAL. 14
21 - Under court-ordered reorganization As of GRAND JARDINS SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Residencial Grand Jardins ); INPAR PROJETO RESIDENCIAL QUATRO ESTAÇÕES LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Residencial Quatro Estações ); INPAR PROJETO WAVE SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto Wave ); PROJETO IMOBILIÁRIO CANOAS HAPPINESS SPE 72 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Canoas Happiness ); PROJETO IMOBILIÁRIO CONDOMÍNIO PARK PLAZA SPE 52 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Condomínio Park Plaza ); PROJETO IMOBILIÁRIO RESIDENCIAL ZONA SUL SPE 62 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua na Rua Fidêncio Ramos, nº 213, cjto. 52, Edifício Atrium VIII, Vila Olímpia, CEP ( Residencial Zona Sul ); PROJETO IMOBILIÁRIO SPE 103 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 103 ); INPAR PROJETO 109 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 109 ); INPAR PROJETO 112 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 112 ); PROJETO IMOBILIÁRIO SPE 65 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 65 ); PROJETO RESIDENCIAL MARINE HOME RESORT SPE 66 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Marine Home ); PROJETO RESIDENCIAL SPORTS GARDEN BATISTA CAMPOS SPE 61 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Garden Batista Campos ); PROJETO RESIDENCIAL VIVER ANANINDEUA SPE 40 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, Edifício Atrium VIII, Vila Olímpia, CEP ( Viver Ananindeua ); PROJETO IMOBILIÁRIO VIVER CASTANHEIRA SPE 85 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, Edifício Atrium VIII, Vila Olímpia, CEP ( Viver Castanheira ); INPAR PROJETO 84 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( PROJETO 84 ); INPAR PROJETO RESIDENCIAL RIO CLARO VILLAGE SPE 67 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Residencial Rio Claro Village ); INPAR PROJETO RESIDENCIAL SPORTS GARDEN LESTE SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Residencial Sports Garden Leste ); INPAR PROJETO RESIDENCIAL VENÂNCIO ALVES SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, Edifício Atrium VIII, Vila Olímpia, CEP ( Residencial Venâncio Alves ); INPAR PROJETO RESIDENCIAL VINHEDO SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213 cjto. 52, São Paulo, State of São Paulo, CEP ( Residencial Vinhedo ); INPAR PROJETO RESIDENCIAL VIVER MOOCA SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Residencial Viver Mooca ); INPAR PROJETO RESIDENCIAL VIVER MORUMBI SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Residencial Viver Morumbi ); INPAR PROJETO RESIDENCIAL VON SCHILGEN SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213 cjto. 52, São Paulo, State of São Paulo, CEP ( Residencial Von Schilgen ); INPAR PROJETO SAMOA SPE 75 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at. 15
22 - Under court-ordered reorganization As of Rua Fidêncio Ramos, nº 213, cjto. 52, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto Samoa ); INPAR PROJETO UNIQUE SPE 93 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto Unique ); JMT PROPRIEDADE IMOBILIÁRIA LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, São Paulo, State of São Paulo, CEP ( JMT Propriedade ); PROJETO IMOBILIÁRIO RESIDENCIAL ESPORTE & VIDA CONDOMÍNIO GRAVATAÍ SPE 53 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213 cjto. 52, São Paulo, State of São Paulo, CEP ( Condomínio Gravataí ); PROJETO IMOBILIÁRIO RESIDENCIAL VIVER RESERVA SPE 127 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213 cjto. 52, São Paulo, State of São Paulo, CEP ( Viver Reserva 127 ); INPAR PROJETO 76 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213 cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 76 ); INPAR PROJETO 79 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213 cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 79 ); INPAR PROJETO 77 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213 cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 77 ); VIVER DESENVOLVIMENTO E CONSTRUÇÃO IMOBILIÁRIA SPE 141 LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213, cjto. 52, Cidade de São Paulo, Estado de São Paulo, CEP ( Viver Desenvolvimento e Construção ); INPAR PROJETO 50 SPE LTDA., limited liability company, enrolled with CNPJ/MF under No / , located at Rua Fidêncio Ramos, nº 213 cjto. 52, São Paulo, State of São Paulo, CEP ( Projeto 50 ). In relation to the 's liabilities, they approximately amount to R$ 1,053,578, which was revised in the release of General List of Creditors. As established in article 41 of Recovery and Bankruptcy Law (LRF), the division of liabilities by classes may be observed in Doc 10 which contains the list of creditors included in the s website and it is summarized in the table below: Class I R$ 10,171 Class II R$ 346,865 Class III R$ 695,789 Class IV R$ 753 Total R$ 1,053,578 KPMG CORPORATE FINANCE LTDA. ( KPMG ) was named Trustee for this procedure. Going concern The Quarterly Information for the period ended, was prepared assuming the s ability to continue as a going concern, based on the Management s evaluation of (i) closing a deal with most creditors of Viver in the court-ordered reorganization and (ii) approving courtordered reorganization plan by most creditors and its confirmation by the Court. The Court-ordered Reorganization aims to ensure Viver's going concern. Based on the information available on this date, the has no reason to believe it will not be possible to reach an agreement with most creditors of Viver. Additionally, the Board of Directors has a reasonable expectation that Viver will be able to keep its activities and its operations will remain in effect during the Court-ordered Reorganization. The s going concern ultimately depends on the success of the court-ordered reorganization and the achievement of other forecasts by Viver. These conditions and circumstances indicate the existence of significant uncertainty that may cast doubt on Viver s ability to continue as a going concern.. 16
23 - Under court-ordered reorganization As of For a return to profitability, the has a bank of plots of land that represent aroundr$ 1,8 billion and 7,431 units, and R$ 406 million are potential launches already approved. The continues with the main measures, aiming to resume its profitability, as follows: (a) Continuous strict control and reduction of operating costs and expenses (Note 30), with the annual amount already indicating a level of R$ 15 million in downward trend. (b) Large volume of deliveries, reducing operational risk and focusing on the process of receipt from clients for amortization of financing and generation of free cash for the. The period ended with R$ 498,054 in receivables. (c) Sale of lands that are not in the launch plan of the. to reduce leverage. The is subject to arbitration under the Market Arbitration Chamber, pursuant to an arbitration clause included in its by-laws. The individual and consolidated financial statements were approved by the s Board of Directors on November 11, Main accounting policies The main accounting policies applied on the preparation of this individual and consolidated Quarterly Financial Information (ITR) were not changed in relation to the ones presented in the Standard Financial Statements (DFP) of the period ended. In cases where the explanatory notes of this ITR are not completely presented due to information redundancy in relation to what was presented in the Standard Financial Statements (DFP) of the period ended, the complete information has to be read in the corresponding note of the annual DFP. The notes numbers in this ITR are the same of the annual DFP. The individual financial information () was prepared according to Technical Pronouncement CPC 21 (R1) - "Interim Statements ", and presented in accordance with the standards issued by the Securities and Exchange Commission (CVM). The consolidated financial information was prepared according to CPC 21 and IAS 34 - Interim Financial Information, which considers the Orientation OCPC 04 on the application of the Technical Interpretation ICPC 02 to Companies of Real Estate Development in Brazil, issued by the Accounting Pronouncements Committee (CPC) and approved by the Securities and Exchange Commission (CVM) and the Federal Accounting Council (CFC), as well as the presentation of this information in accordance with the standards issued by CVM, applicable to the preparation of Quarterly Financial Information (ITR). The above-mentioned Orientation OCPC 04, issued by CPC, address certain subjects related to the meaning and application of the concept of continuous transfer of risks, benefits and control in the sale of real estate units by the real estate development companies in Brazil and basis for revenue recognition. 3 Critical accounting estimates and judgments The accounting estimates and judgments are continuously evaluated and are based on historic experience and on other factors, including expectations of future events considered reasonable for the circumstances.. 17
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