Helbor Empreendimentos S.A. Quarterly information (ITR) at March 31, 2012 and report on review of quarterly information

Transcription

1 Helbor Empreendimentos S.A. Quarterly information (ITR) at March 31, 2012 and report on review of quarterly information

2 Report on review of quarterly information To the Board of Directors and Stockholders Helbor Empreendimentos S.A. Introduction We have reviewed the accompanying parent company and consolidated interim accounting information of Helbor Empreendimentos S.A. ("Company"), included in the Quarterly Information Form (ITR) for the quarter ended March 31, 2012, comprising the balance sheet as at that date and the statements of income, changes in equity and cash flows for the quarter then ended, and a summary of significant accounting policies and other explanatory information. Management is responsible for the preparation of the parent company interim accounting information in accordance with the accounting standard CPC 21, Interim Financial Reporting, of the Brazilian Accounting Pronouncements Committee (CPC), and of the consolidated interim accounting information in accordance with CPC 21 and International Accounting Standard (IAS) 34 - Interim Financial Reporting issued by the International Accounting Standards Board (IASB), considering Guidance OCPC 04 on the application of Technical Interpretation ICPC 02 to Brazilian Real Estate Development Entities, issued by the Brazilian Accounting Pronouncements Committee (CPC) and approved by the Brazilian Securities Commission (CVM) and the Federal Accounting Council (CFC), as well as for the presentation of this information in accordance with the standards issued by the Brazilian Securities Commission, applicable to the preparation of the Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim accounting information based on our review. Scope of review We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR Review of Interim Financial Information Performed by the Independent Auditor of the Entity, and ISRE Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. 2

3 Helbor Empreendimentos S.A. Conclusion on the parent company interim information prepared in accordance with CPC 21 Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21 applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by the Brazilian Securities Commission. Conclusion on the consolidated interim information prepared in accordance with CPC 21 and IAS 34 applicable to Brazilian Real Estate Development Entities, as approved by the Brazilian Accounting Pronouncements Committee (CPC), the Brazilian Securities Commission (CVM) and the Federal Accounting Council (CFC) Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21 and IAS 34 applicable to Brazilian Real Estate Development Entities, as approved by the Brazilian Accounting Pronouncements Committee (CPC), the Brazilian Securities Commission (CVM) and the Federal Accounting Council (CFC) applicable to the preparation of the Quarterly Information (ITR), and presented in accordance with the standards issued by the Brazilian Securities Commission. Emphasis of matter As described in note 2, the parent company and consolidated interim accounting information included in the Quarterly Information Form (ITR) was prepared in accordance with accounting practices adopted in Brazil. The consolidated financial information prepared in accordance with the IFRS applicable to Brazilian Real Estate Development Entities also complies with Guidance OCPC 04 issued by the CPC. This Guidance addresses the recognition of revenue of the real estate development sector, as well as matters related to the meaning and application of the concept of continuous transfer of risks, rewards and ownership on sales of real estate properties, as disclosed in greater detail in note 2.2. to the Company s financial statements at December 31, Our conclusion is not qualified in respect of this matter. Other matters Statements of value added We have also reviewed the parent company and consolidated statements of value added for the quarter ended March 31, These statements are the responsibility of the Company s management, and are required to be presented in accordance with standards issued by the CVM applicable to the preparation of Quarterly Information (ITR) and are considered supplementary information under IFRS, which do not require the presentation of the statement of value added. These statements have been submitted to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they have not been prepared, in all material respects, in a manner consistent with the parent company and consolidated interim accounting information taken as a whole. 3

4 Helbor Empreendimentos S.A. Audit and review of prior year amounts The Quarterly Information Form ( ITR) mentioned in the first paragraph also includes comparative accounting information related to the results, changes in equity, cash flows and value added for the quarter ended March 31, 2011, obtained from the corresponding Quarterly Information Form (ITR) for that quarter, and to the balance sheet as at December 31, 2011, obtained from the financial statements as at that date. The review of the Quarterly Information Form (ITR) for the quarter ended March 31, 2011 and the audit of the financial statements for the year ended December 31, 2011 were performed by other independent auditors who issued reports thereon, dated May 16, 2011 and March 14, 2012, respectively, without qualifications and containing an emphasis paragraph related to the same matter included in this report. São Paulo, May 15, 2012 PricewaterhouseCoopers Auditores Independentes CRC 2SP000160/O-5 Eduardo Rogatto Luque Contador CRC 1SP166259/O-4 4

5 Contents Information General information 1 Address 2 Securities 3 Auditor 4 Share Registrar 5 Investor Relations Officer or Equivalent 6 Shareholders' Department 7

6 1. General Information Corporate name Date of adoption of the corporate name 3/2/2007 Type Previous corporate name Publicly-held Corporation HELBOR EMPREENDIMENTOS IMOBILIARIOS LTDA. Date of establishment 10/20/1977 Federal Corporate Taxpayers' Registration Number (CNPJ) / Brazilian Securities Commission (CVM) code CVM registration date 7/9/2007 CVM registration status Active Date of effectiveness of status 7/9/2007 Home country Country in which the securities are held in custody Brazil Brazil Other countries in which the securities can be traded Country Date of admission Activity sector Civil Construction, Construction Materials and Decoration Description of activities Issuer category Date of registration in the current category Issuer status Real estate development Category A 1/1/2010 Operating Date of effectiveness of status 7/9/2007 Type of ownership control Private Date of last change in ownership control 4/30/2010 Date of last change of the fiscal year 4/30/2010 Month/day of the end of 12/31 the fiscal year Issuer's website on the Internet Newspapers in which the issuer Name of newspapers in which the issuer discloses its information State discloses its information O Estado de São Paulo SP 1 of 7

7 2. Address Mail address AV. PAULISTA, 1294, 13o. ANDAR - CJ. 13A, CERQUEIRA CESAR, São Paulo, SP, Brasil, CEP , Telephone (11) , Fax (11) , ri@helbor.com.br Headquarters' address AV. VOL. FERNANDO PINHEIRO FRANCO, 515, CENTRO, MOGI DAS CRUZES, SP, Brasil, CEP , Telephone (11) , Fax (11) , helbor@helbor.com.br 2 of 7

8 3. Securities Shares Trading Listing Trading market Managing entity Start End Segment Start End Stock Exchange BM&FBOVESPA 10/29/2007 New Market 10/29/ of 7

9 4. Auditor Does the Issuer have an auditor? YES CVM code Type of auditor Brazilian firm Name/Corporate name PRICEWATERHOUSECOOPERS AUDITORES INDEPENDENTES Individual Taxpayers' Registration Number (CPF)/ Federal Corporate Taxpayers' Registration Number (CNPJ) / Period of services From 2/15/2012 up to date Partner responsible Period of services CPF Eduardo Rogatto Luque From 2/15/2012 up to date of 7

10 5. Share Registrar Does the company have a provider? Corporate name YES Banco Bradesco S.A. CNPJ / Period of services 10/16/2007 Service address Cidade de Deus, s/ no., prédio amarel, Vila Yara, Osasco, SP, Brasil, CEP , Telephone (11) , Fax (11) , bradescocustodia@bradesco.com.br 5 of 7

11 6. Investor Relations Officer or Equivalent Name ROBERVAL LANERA TOFFOLI Investor Relations Officer CPF/CNPJ Mail address Date when the person assumed the position AV. PAULISTA, 1294, 13o. ANDAR CJ. 13A, CERQUEIRA CESAR, São Paulo, SP, Brasil, CEP , Telephone (11) , Fax (11) , 1/27/2009 Date when the person left the position 6 of 7

12 7. Shareholders' Department Contact Date when the person assumed the position ROBERVAL LANERA TOFFOLI 1/27/2009 Date when the person left the position Mail address AV. PAULISTA, 1294, 13o. ANDAR - CJ. 13A, CERQUEIRA CESAR, São Paulo, SP, Brasil, CEP , Telephone (11) , Fax (11) , ri@helbor.com.br 7 of 7

13 Contents Company information Capital composition 1 Parent company financial statements Balance sheet - assets 2 Balance sheet - liabilities and equity 3 Statement of income 4 Statement of comprehensive income 5 Statement of cash flows - indirect method 6 Statement of changes in equity 1/1/2012 to 3/31/ /1/2011 to 3/31/ Statement of value added 9 Consolidated financial statements Balance sheet - assets 10 Balance sheet - liabilities and equity 11 Statement of income 12 Statement of comprehensive income 13 Statement of cash flows - indirect method 14 Statement of changes in equity 1/1/2012 to 3/31/ /1/2011 to 3/31/ Statement of value added 17 Comments on company performance Other information considered relevant by the Company 90 Reports Opinions and representations / report on review of quarterly information - without exceptions 92 Officers' Representation on the Financial Statements 95 Officers' Representation on the Independent Accountants' Report 96

14 Company information / Capital composition Number of shares Current quarter (In thousands) 3/31/2012 Paid-up capital Common shares 65,097 Preferred shares 0 Total 65,097 Treasury shares Common shares 0 Preferred shares 0 Total 0 Page 1 of 89

15 Parent company financial statements / balance sheet - assets (R$ thousand) 1 - Code 2 - Description Current quarter 3/31/2012 Prior year 12/31/ Total assets 1,173,916 1,143, Current assets 152,741 90, Cash and cash equivalents 88,116 44, Accounts receivable 18,542 21, Customers 18,542 21, Inventories 34,152 17, Taxes recoverable 4,399 4, Current taxes recoverable 4,399 4, Prepaid expenses Deferred selling expenses Other current assets 7,320 3, Other 7,320 3, Non-current assets 1,021,175 1,052, Long-term receivables 29,977 37, Accounts receivable 15,122 13, Customers 9,766 9, Other receivables 5,356 4, Inventories 0 20, Prepaid expenses Judicial deposits Receivables from related parties 14,162 2, Receivables from subsidiaries 14,162 2, Investments 963, , Equity investments 963, , Investments in subsidiaries 957, , Investments in jointly-controlled subsidiaries 6,041 6, Property and equipment 5,297 5, Property and equipment in service 5,297 5, Intangible assets 22,319 23, Intangible assets 22,319 23,334 Page 2 of 89

16 Parent company financial statements / balance sheet - liabilities and equity (R$ thousand) 1 - Code 2 - Description Current quarter 3/31/2012 Prior year 12/31/ Total liabilities and equity 1,173,916 1,143, Current liabilities 127, , Social and labor obligations 1,650 4, Social obligations Labor obligations 789 3, Trade payables 111 4, Domestic suppliers 111 4, Tax obligations 1, Federal tax obligations 1, Withholding income tax 1, Municipal tax obligations Borrowings 41,410 41, Borrowings In local currency Debentures 41,408 41, Other liabilities 81,173 82, Payables to related parties Payables to subsidiaries Other 80,818 82, Minimum mandatory dividend payable 70,937 70, Payables for properties 900 6, Payables 1,836 1, Advances from customers 1,225 1, Acquisitions of equity interests 5,920 1, Provisions 1,711 2, Tax, social security, labor and civil provisions 1,711 2, Social security and labor provisions 1, Provisions for deferred taxes and contributions 563 1, Non-current liabilities 147, , Borrowings 123, , Debentures 123, , Other liabilities 17,390 20, Other 17,390 20, Acquisitions of equity interests 17,290 20, Payables for properties Deferred taxes 1,024 1, Deferred income tax and contributions 1,024 1, Deferred income tax and social contribution 673 1, Deferred PIS and COFINS Provisions 5,049 1, Tax, social security, labor and civil provisions 5,049 1, Provisions for contingencies 5,049 1, Equity 899, , Paid-up capital 490, , Capital reserves -13,236-13, Expenses of IPO -13,236-13, Revenue reserves 421, , Legal reserve 26,449 26, Profit retention reserve 391, , Stock option plan 3,905 2,636 Page 3 of 89

17 Parent company financial statements / statement of income (R$ thousand) Current quarter 1/1/2012 to 3/31/2012 Same quarter of prior year 1/1/2011 to 3/31/ Code 2 Description 3.01 Sales and/or services revenue 1,626 4, Sales of real estate 1,681 1, Adjustment to present value Management fee 760 3, Cancelations and discounts Taxes on sales Cost of sales and/or services , Gross profit 919 3, Operating expenses/income 51,967 36, Selling expenses General and administrative expenses -10,924-8, General and administrative expenses -10,964-7, Tax expenses Other operating income Other operating expenses -4, Equity in the results of subsidiaries 68,010 43, Equity in the results of subsidiaries 69,306 44, Amortization of goodwill -1, Profit before finance income (costs) and taxes 52,886 39, Finance income (costs) -2,217 1, Finance income 2,301 3, Finance costs -4,518-2, Profit before taxes on income 50,669 41, Income tax and social contribution on income 1, Deferred 1, Profit for the period from continuing operations 51,864 41, Profit for the period 51,864 41, Earnings per share - (Reais / share) Basic earnings per share Common share Diluted earnings per share Common share Page 4 of 89

18 Parent company financial statements / statement of comprehensive income (R$ thousand) Current quarter 1/1/2012 to 3/31/2012 Same quarter of prior year 1/1/2011 to 3/31/ Code 2 Description 4.01 Profit for the period 51,864 41, Total comprehensive income for the period 51,864 41,423 Page 5 of 89

19 Parent company financial statements / statement of cash flows - indirect method (R$ thousand) Current quarter 1/1/2012 to 3/31/2012 Same quarter of prior year 1/1/2011 to 3/31/ Code 2 Description 6.01 Net cash provided by (used in) operating activities -27,531-30, Cash generated from operations -13,498-5, Profit before income tax and social contribution 50,669 41, Accumulated depreciation and amortization 1,568 1, Provisions for contingencies 3, Deferred taxes (PIS and COFINS) Equity in the results of subsidiaries -69,306-44, Adjustment to present value Finance charges on borrowings repaid/capitalized , Finance charges on intercompany loans Stock option plan 1, Changes in assets and liabilities -14,033-24, Trade receivables 2,375-13, Properties for sale 4,305-28, Taxes and contributions recoverable Selling expenses Judicial deposits Other assets -4, Trade payables -4, Labor and tax obligations -1, Advances from customers Payables for properties -6,000 25, Payables Payment of interest on borrowings -4,983-6, Net cash provided by (used in) investing activities 92,171 26, Purchases of property and equipment Purchases of investments 93,005 27, Intangible assets Net cash provided by (used in) financing activities -20, Borrowings 5,388 5, Receivables from related parties -11,623 8, Payables to related parties Repayment of borrowings -13,641-14, Loans -1, Increase (decrease) in cash and cash equivalents 43,743-3, Opening balance of cash and cash equivalents 44, , Closing balance of cash and cash equivalents 88, ,107 Page 6 of 89

20 Parent company financial statements / statement of changes in equity - 1/1/2012 to 3/31/2012 (R$ thousand) Capital reserves, stock options and treasury stock Retained earnings (accumulated deficit) Other comprehensive income 1 - Code 2 Description Paid-up share capital Revenue reserves Equity 5.01 Opening balances 490,941-10, , , Adjusted opening balances 490,941-10, , , Total comprehensive income 0 1, , , Profit for the period , , Other comprehensive income 0 1, , Provision for stock option plan 0 1, , Closing balances 490,941-9, ,856 51, ,330 Page 7 of 89

21 Parent company financial statements / statement of changes in equity - 1/1/2011 to 3/31/2011 (R$ thousand) Capital reserves, stock options and treasury stock Retained earnings (accumulated deficit) Other comprehensive income 1 - Code 2 Description Paid-up share capital Revenue reserves Equity 5.01 Opening balances 490,941 2, , , Adjusted opening balances 490,941 2, , , Internal changes in equity , , Reserves , , Closing balances 490,941 2, ,667 41, ,576 Page 8 of 89

22 Parent company financial statements / statement of value added (R$ thousand) Current quarter 1/1/2012 to 3/31/2012 Same quarter of prior year 1/1/2011 to 3/31/ Code 2 Description 7.01 Revenue -3,137 5, Sales of goods and services 987 1, Other revenue -4,124 4, Management fee 760 3, Other operating income Other operating expenses -4, Inputs acquired from third parties -5,382-3, Cost of sales and services , Materials, energy, outsourced services and other -4,675-2, Gross value added -8,519 2, Retentions -1,568-1, Depreciation, amortization and depletion Other -1, Provision for investment losses/goodwill amortization -1, Net value added generated -10,087 1, Value added received through transfer 71,607 48, Equity in the results of subsidiaries 69,306 44, Finance income 2,301 3, Total value added to distribute 61,520 49, Distribution of value added 61,520 49, Personnel 5,029 4, Salaries and wages 4,333 4, Benefits Government Severance Indemnity Fund for Employees (FGTS) Taxes and contributions , Federal State Municipal Remuneration of third-party capital 4,943 2, Interest 4,304 2, Rentals Other Remuneration of own capital 51,864 41, Profits reinvested/loss for the period 51,864 41,423 Page 9 of 89

23 Consolidated financial statements / balance sheet - assets (R$ thousand) 1 - Code 2 Description Current quarter 3/31/2012 Prior year 12/31/ Total assets 2,816,314 2,630, Current assets 2,072,161 1,774, Cash and cash equivalents 233, , Accounts receivable 823, , Customers 823, , Inventories 948, , Taxes recoverable 5,689 5, Current taxes recoverable 5,689 5, Prepaid expenses 47,768 38, Deferred selling expenses 47,768 38, Other current assets 12,784 6, Other 12,784 6, Non-current assets 744, , Long-term receivables 700, , Accounts receivable 588, , Customers 573, , Other receivables 14,721 26, Inventories 111, , Prepaid expenses 1,788 1, Judicial deposits 1,788 1, Property and equipment 20,839 21, Property and equipment in service 20,839 21, Intangible assets 22,319 23, Intangible assets 22,319 23,334 Page 10 of 89

24 Consolidated financial statements / balance sheet - liabilities and equity (R$ thousand) 1 Code 2 Description Current quarter 3/31/2012 Prior year 12/31/ Total liabilities and equity 2,816,314 2,630, Current liabilities 804, , Social and labor obligations 5,171 9, Social obligations 4,382 5, Labor obligations 789 3, Trade payables 47,171 46, Domestic suppliers 47,171 46, Tax obligations 12,825 10, Federal tax obligations 12,229 10, Income tax and social contribution payable 11,072 9, Withholding income tax 1, Municipal tax obligations Borrowings 418, , Borrowings 377, , In local currency 377, , Debentures 41,408 41, Other liabilities 269, , Other 269, , Minimum mandatory dividend payable 70,937 70, Payables for properties 65,532 45, Payables 27,888 25, Advances from customers 99,187 88, Acquisitions of equity interests 5,920 1, Provisions 50,630 51, Tax, social security, labor and civil provisions 50,630 51, Social security and labor provisions 1, Deferred taxes 49,481 50, Non-current liabilities 1,046, , Borrowings 345, , Borrowings 221, , In local currency 221, , Debentures 123, , Other liabilities 643, , Other 643, , Acquisitions of equity interests 17,290 20, Advances from customers 603, , Payables for properties 11,164 16, Payables 4,083 5, Payables to participants in special partnerships (SCPs) 6,929 7, Deferred taxes 40,592 37, Deferred income tax and contributions 40,592 37, Deferred income tax and social contribution 18,741 17, Deferred PIS and COFINS 21,851 19, Provisions 17,594 13, Tax, social security, labor and civil provisions 17,594 13, Provisions for contingencies 17,594 13, Consolidated equity 965, , Paid-up capital 490, , Capital reserves -13,236-13, Expenses of IPO -13,236-13, Revenue reserves 421, , Legal reserve 26,449 26, Profit retention reserve 391, , Stock option plan 3,905 2, Non-controlling interests 66,236 62,796 Page 11 of 89

25 Consolidated financial statements / statement of income (R$ thousand) Current quarter 1/1/2012 to 3/31/2012 Same quarter of prior year 1/1/2011 to 3/31/ Code 2 Description 3.01 Sales and/or services revenue 310, , Sales of real estate 330, , Adjustment to present value , Management fee Cancelations and discounts -8,048-5, Taxes on sales -11,304-8, Cost of sales and/or services -207, , Gross profit 103,609 64, Operating expenses/income -42,379-23, Selling expenses -20,020-13, General and administrative expenses -16,123-10, General and administrative expenses -15,226-9, Tax expenses Other operating income Other operating expenses -4, Equity in the results of subsidiaries -1, Amortization of goodwill -1, Profit before finance income (costs) and taxes 61,230 41, Finance income (costs) 6,772 11, Finance income 14,142 14, Finance costs -7,370-3, Profit before taxes on income 68,002 52, Income tax and social contribution on income -12,030-8, Current -10,817-7, Deferred -1,213-1, Profit for the period from continuing operations 55,972 43, Profit/loss for the period from discontinued operations -4,108-2, Net gains/losses on assets of discontinued operations -4,108-2, Participants in special partnerships (SCPs) Non-controlling interests in subsidiaries -3,909-1, Consolidated profit for the period 51,864 41, Attributable to owners of the Company 51,864 41, Earnings per share - (Reais / share) Basic earnings per share Common share Diluted earnings per share Common share Page 12 of 89

26 Consolidated financial statements / statement of comprehensive income (R$ thousand) Current quarter 1/1/2012 to 3/31/2012 Same quarter of prior year 1/1/2011 to 3/31/ Code 2 - Description 4.01 Consolidated profit for the period 51,864 41, Total consolidated comprehensive income for the period 51,864 41, Attributable to owners of the parent 51,864 41,423 Page 13 of 89

27 Consolidated financial statements / statement of cash flows - indirect method (R$ thousand) Current quarter 1/1/2012 to 3/31/2012 Same quarter of prior year 1/1/2011 to 3/31/ Code 2 Description 6.01 Net cash provided by (used in) operating activities 2,597-61, Cash generated from operations 90,004 60, Profit before income tax and social contribution 68,002 52, Accumulated depreciation and amortization 5,069 3, Provisions for contingencies 4, Deferred taxes (PIS and COFINS) 1, Finance charges on borrowings 9,865 5, Adjustment to present value 954 1, Finance charges on borrowings repaid/capitalized , Finance charges on intercompany loans Stock option plan 1, Changes in assets and liabilities -87, , Trade receivables -54,860-85, Properties for sale -106, , Taxes and contributions recoverable Selling expenses -9,148-1, Judicial deposits Other assets -6,259-1, Trade payables 312-2, Labor and tax obligations -2, Advances from customers 92,625 64, Payables for properties 15,492 30, Payables 1,559 2, Acquisitions of equity interests 938-1, Income tax and social contribution paid -9,797-8, Payment of interest on borrowings -8,253-9, Net cash provided by (used in) investing activities -2,952-2, Purchases of property and equipment -2,671-2, Intangible assets Net cash provided by (used in) investing activities 22,795 34, Borrowings 97,761 96, Repayment of borrowings -86,111-38, Increase (decrease) in non-controlling interests , Decrease in payables to participants in special partnerships (SCPs) , Loans -1,025-20, Loan repayments received 13, Increase (decrease) in cash and cash equivalents 22,440-29, Opening balance of cash and cash equivalents 210, , Closing balance of cash and cash equivalents 233, ,367 Page 14 of 89

28 Consolidated financial statements / statement of changes in equity - 1/1/2012 to 3/31/2012 (R$ thousand) Paid-up share capital Capital reserves, stock options and treasury stock Retained earnings (accumulated deficit) Other comprehensive income Noncontrolling interests Revenue Consolidated 1 - Code 2 - Description reserves Equity equity 5.01 Opening balances 490,941-10, , ,197 62, , Adjusted opening balances 490,941-10, , ,197 62, , Capital transactions with owners Non-controlling interests in subsidiaries Total comprehensive income 0 1, , ,133 4,108 57, Profit for the period , ,864 4,108 55, Other comprehensive income 0 1, , , Provision for stock option plan 0 1, , , Closing balances 490,941-9, ,856 51, ,330 66, ,566 Page 15 of 89

29 Consolidated financial statements / statement of changes in equity - 1/1/2011 to 3/31/2011 (R$ thousand) Paid-up share capital Capital reserves, stock options and treasury stock Retained earnings (accumulated deficit) Other comprehensive income Noncontrolling interests Revenue Consolidated 1 - Code 2 Description reserves Equity equity 5.01 Opening balances 490,941 2, , ,153 26, , Adjusted opening balances 490,941 2, , ,153 26, , Capital transactions with owners , ,012 4,750 2, Non-controlling interests in subsidiaries , ,012 4,750 2, Total comprehensive income , , , Profit for the period , , , Closing balances 490,941 2, ,667 41, ,576 31, ,000 Page 16 of 89

30 Consolidated financial statements / statement of value added (R$ thousand) Current quarter 1/1/2012 to 3/31/2012 Same quarter of prior year 1/1/2011 to 3/31/ Code 2 - Description 7.01 Revenue 317, , Sales of goods and services 321, , Other revenue -3,480 2, Management fee Other operating income 0 1, Other operating expenses -4, Inputs acquired from third parties -232, , Cost of sales and services -207, , Materials, energy, outsourced services and other -25,211-14, Gross value added 85,524 59, Retentions -5,069-3, Depreciation, amortization and depletion -3,773-2, Other -1, Provision for investment losses/goodwill amortization -1, Net value added generated 80,455 56, Value added received through transfer 10,036 12, Finance income 14,142 14, Other -4,106-2, Participants in special partnerships (SCPs) Non-controlling interests in subsidiaries -3,909-1, Total value added to distribute 90,491 68, Distribution of value added 90,491 68, Personnel 5,032 4, Salaries and wages 4,334 4, Benefits Government Severance Indemnity Fund for Employees (FGTS) Taxes and contributions 25,801 18, Federal 25,613 18, State Municipal Remuneration of third-party capital 7,794 3, Interest 3, Rentals Other 3,964 2, Remuneration of own capital 51,864 41, Profits reinvested/loss for the period 51,864 41,423 Page 17 of 89

31 Comments on Company Performance Comments on Performance for the First Quarter of 2012 Mogi das Cruzes, May 15, Helbor Empreendimentos S.A. (BM&F BOVESPA: HBOR3), a residential and commercial real estate developer present in 10 states and the Federal District, covering 31 Brazilian cities, announces today its results for the first quarter of 2012 (1Q12). The information presented was compared with the fourth quarter of 2011 (4Q11) and with the first quarter of 2011 (1Q11). The consolidated financial statements were prepared in accordance with accounting practices adopted in Brazil, which comprise the standards of the Brazilian Securities Commission (CVM) and the pronouncements of the Brazilian Accounting Pronouncements Committee (CPC), and are in conformity with the International Financial Reporting Standards (IFRS) applicable to Brazilian Real Estate Development Entities, as approved by the Brazilian Accounting Pronouncements Committee (CPC), the Brazilian Securities Commission (CVM) and the Federal Accounting Council (CFC). FINANCIAL PERFORMANCE Helbor s net operating revenues totaled R$ million in 1Q12, an increase of 38.4% over 1Q11. Gross profit grew 59.4%, from R$ 65.0 million in 1Q11 to R$ million in 1Q12, and gross margin reached 33.3%, a significant increase as compared with the margins in 1Q11 and 4Q11. EBITDA ("earnings before interest, taxes, depreciation and amortization") grew 47.6% in the quarter, from R$ 44.9 million in 1Q11 to R$ 66.3 million in 1Q12, and EBITDA margin was 21.3%. Profit for the period reached R$ 51.9 million in 1Q12 (basic earnings per share of R$ ), an increase of 25.2% in relation to 1Q11. Net margin was 16.7% and return on average equity (ROAE) for 12 months was 26.2%. The table below presents Helbor s main financial indicators in the quarter and in the year, as well as their comparisons: Financial Indicators 1Q12 1Q11 Var. 1Q12 x Var. 1Q12 x 4Q11 1Q11 4Q11 Net operating revenues (R$ 000) 310, , % 343, % Gross profit (R$ 000) 103,609 64, % 98, % Gross margin (%) 33.3% 28.9% 440bps 28.8% 450 bps EBITDA (R$ 000) 66,299 44, % 75,458-12,1% EBITDA margin (%) 21.3% 20.0% 130 bps 22.0% -70 bps Profit for the period (R$ 000) 51,864 41, % 56, % Net margin (%) 16.7% 18.4% -170 bps 16.4% 30 bps ROAE 26.2% 27.2% -103 bps 26.2% 0 bps Earnings per share (R$) % % At March 31, 2012, Helbor s indebtedness totaled R$ million, a growth of 26.4% as compared with March 31, This growth is basically due to the increase in the real estate construction financing balance, reflecting the growth of the number of developments launched in the last years. Additionally, 45.2% of the Company s debts mature in the long term. The table below details the total indebtedness at the end of 1Q12, 1Q11 and 4Q11: Page 18 of 89

32 Comments on Company Performance Financial Indicators 1Q12 1Q11 Var. 1Q12 x Var. 1Q12 x 4Q11 1Q11 4Q11 Borrowings 10, % 11, % Construction financing 588, , % 559, % Debentures 165, , % 179, % Total Indebtedness 763, ,347 26,4% 750, % Short-term 418, , % 469, % Long-term 345, , % 280, % Helbor s net debt represented 59.0% of the equity (-6.4% excluding the SFH - Brazilian housing financing system, which is directly linked to the portfolio of receivables). The table below presents the reconciliation of the net debt at the end of 1Q12, 1Q11 and 4Q11: Financial Indicators 1Q12 1Q11 Var. 1Q12 x Var. 1Q12 x 4Q11 1Q11 4Q11 Total indebtedness 763, , % 750, % Cash 233, , % 210, % Net debt 530, , % 539, % Construction financing (SFH) 588, , % 559, % Net debt (former SFH) ¹ (57,773) (81,475) -29.1% (19,991) 189.0% Equity 899, , % 846, % Net debt / Equity 59.0% 44.3% 1470 bps 63.8% -480 bps Net debt (former SFH) / Equity -6.4% -11.0% 460 bps -2.4% -400 bps ¹ excluding the SFH, which is directly linked to the portfolio of receivables Total receivables, net of adjustment to present value, reached R$ 1,397.0 million, R$ 1,902.2 million of which, net of adjustment to present value, refers to units under construction and R$ million to completed units. The increase in receivables from completed units is compatible with the developments delivered in the period, and Helbor will continue its policy on transfer and securitization of receivables, thus preserving its balance sheet liquidity. The tables below present the breakdown of receivables, including the balance of adjustment to present value and other receivables at the end of 1Q12, 4Q11 and 1Q11: Completed Properties Properties under Construction Total Receivables in the Balance Sheet (R$ 000) 1Q12 1Q11 Var. 1Q12 x Var. 1Q12 x Var. 1Q12 x 1Q12 1Q11 1Q12 1Q11 1Q11 1Q11 1Q11 Trade receivables * 295, , % 1,121, , % 1,417,072 1,073, % Adjustment to present value (55,292) (35,444) 56.0% (55,292) (35,444) 56.0% Other receivables 9,395 2, % 25,840 18, % 35,235 20, % Total 304, , % 1,092, , % 1,397,015 1,058, % * Net of provision for impairment of trade receivables Completed Properties Properties under Construction Total Receivables in the Balance Sheet (R$ 000) 1Q12 4Q11 Var. 1Q12 x Var. 1Q12 x Var. 1Q12 x 1Q12 4Q11 1Q12 4Q11 4Q11 4Q11 4Q11 Trade receivables * 295, , % 1,121,624 1,163, % 1,417,072 1,367, % Adjustment to present value (55,292) (54,334) 1.8% (55,292) (54,334) 1.8% Other receivables 9,395 6, % 25,840 23, % 35,235 29, % Total 304, , % 1,092,172 1,132, % 1,397,015 1,343, % * Net of provision for impairment of trade receivables Deferred results totaled R$ million at the end of 1Q12, an increase of 24.8% as compared with the end of 1Q11. Deferred margin was 38.6%, an increase of 80 base points in relation to the end of 1Q11. The table below presents the evolution of deferred revenues, deferred selling costs, deferred selling expenses and deferred results, for 1Q12, 1Q11 and 4Q11: Page 19 of 89

33 Comments on Company Performance Deferred Results (R$ 000) 1Q12 1Q12 1Q11 Var. 1Q12 x Var. 1Q12 x 4Q11 1Q11 4Q11 Deferred gross revenues 1,901,379 1,555, % 1,951, % Taxes on sales (69,400) (56,793) 22.2% (71,238) -2.6% Deferred net revenues 1,831,979 1,499, % 1,880, % Deferred selling costs ¹ (1,125,180) (932,879) 20.6% (1,149,552) -2.1% Deferred results 706, , % 730, % Deferred margin (%) 38.6% 37.8% 80 bps 38.9% -30 bps Deferred selling expenses (58,543) (46,251) 26.6% (55,426) 5.6% ¹ Included in the cost of finance charges related to interest on debentures LAUNCHES Total PSV (Potential Sales Value) in 1Q12 reached R$ million, R$ million of which refers to Helbor s share. These amounts represent a growth of 228.8% and 295.0% over 1Q11, respectively. The table below details the developments launched: Launches 1Q12 1Q11 Var. 1Q12 x 1Q11 4Q11 Var. 1Q12 x 4Q11 Launches Total PSV (R$ 000) 169,471 51, % 977, % Helbor s PSV (R$ 000) 162,897 41, % 764, % Helbor s share 96.1% 80.0% 1610 bps 78.2% 1790 bps Developments launched Units launched ,277-1,906 The table below details the developments launched by Helbor in 2012: Developments Date Location Segment Unit Net units* Helbor Boulevard Tatuapé Total PSV* (R$ 000) Helbor s PSV* (R$ 000) Hebor s share Upper- Middle ,380 46, % Mar-12 São Paulo - SP Helbor Offices Imperatriz Leopoldina Mar-12 São Paulo - SP Commercial ,360 57, % Helbor Spazio Club Joinville Mar-12 Joinville - SC Middle ,731 59, % Total 1Q12-3 Developments , , % * Net of barters. SALES Contracted sales in 1Q12 totaled R$ million, R$ million of which refers to Helbor s share (83.5% of total sales). Of the total sales for the quarter, Helbor s share, 37.8% refers to launches and 62.2% to units in inventory. Sales over supply (VSO) reached 22.7% in the quarter. The table below presents a summary of certain operational information related to contracted sales for 1Q12, 1Q11 and 4Q11: Contracted sales 1Q12 1Q11 Var. 1Q12 x Var. 1Q12 x 4Q11 1Q11 4Q11 Total contracted sales (R$ 000) 277, , % 717, % Helbor s contracted sales (R$ 000) 231, , % 562, % Helbor s share 83.5% 82.1% 140 bps 78.3% 520 bps Units sold ,712-1,111 Page 20 of 89

34 Comments on Company Performance UNITS IN INVENTORY Units in inventory at market value at the end of 1Q12 totaled R$ million, R$ million of which refers to Helbor s share. Of the total units in inventory, 12.0% (11.4% related to Helbor s shares) refers to units already completed. In regard to 4Q11, total units in inventory decreased R$ million, or 9.8%, and Helbor s share decreased R$ 66.5 million, or 7.8%. LANDBANK At the end of 1Q12, landbank for future developments totaled 1,466.4 thousand m2 of total sales area, with 67 projects, which corresponds to a total PSV of R$ 7.6 billion. In regard to Helbor s share, the PSV is R$ 6.0 billion, which represents 79.7% of the total landbank. Helbor s landbank continues very diversified in terms of product profile and geographical distribution. Landbank 1Q12 1Q11 Var. 1Q12 x Var. 1Q12 x 4Q11 1Q11 4Q11 Helbor s landbank Total PSV (R$ 000) 7,552,842 5,667, % 6,154, % Helbor s landbank Helbor s share (R$ 000) 6,015,962 4,481, % 5,010, % Number of Helbor s projects Number of Helbor s units 16,829 14,558 2,271 15,654 1,175 Page 21 of 89

35 1. General information Helbor Empreendimentos S.A. (hereinafter referred to as the "Company") is a publicly-held company, founded on October 17, 1977, headquartered at Av. Voluntário Fernando Pinheiro Franco, 515, in the city of Mogi das Cruzes, State of São Paulo, Brazil, whose shares have been traded on the São Paulo Stock Exchange - New Market since October 29, The Company s main activities comprise real estate development, through subsidiaries, and the provision of real estate development management services. The Company has adopted the practice of entering into partnerships with the main real estate developers and builders of the regions where it operates. Real estate development projects in partnership with other companies are carried out through Special Partnerships (SCP) or Special Purpose Entities (SPE). The Company is subject to arbitration at the Market Arbitration Chamber, pursuant to a commitment clause included in its bylaws. The Company s board of directors approved the issue of the parent company and consolidated interim financial statements for the quarter ended March 31, 2012 at the meeting held on May 14, The functional currency of the Company and its subsidiaries is the Brazilian real (R$) and all amounts stated in these interim financial statements are expressed in thousands of reais, unless otherwise indicated. 2. Accounting policies The information contained in the interim financial statements for the quarter ended March 31, 2012 has been prepared under the historical cost convention, as modified by financial assets measured at fair value through profit or loss. The preparation of interim financial statements requires that management use estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the end of the interim reporting period, and the revenues and expenses for the reporting periods. Estimates are used, among other factors, in order to determine the useful lives of assets and equipment, provisions for contingent liabilities, provision for impairment of trade receivables, estimated costs for real estate developments, taxes and other similar charges. Based on this fact, actual results may differ from these estimates. The settlement of transactions involving these estimates may result in amounts significantly different from those recorded in the financial statements due to uncertainties inherent in the process of their determination. The Company reviews its estimates and assumptions periodically over a period not exceeding one year. Page 22 of 89

36 See note 2.18 with details on the critical accounting estimates that require a higher degree of judgment by the Company s management in the process of applying the accounting policies and the areas involving a higher degree of complexity, or areas where assumptions and estimates are significant to the preparation of the interim financial statements. (a) Consolidated financial statements The consolidated financial statements have been prepared in accordance with accounting practices adopted in Brazil and also with the International Financial Reporting Standards (IFRS) applicable to Brazilian Real Estate Development Entities, as approved by the Brazilian Accounting Pronouncements Committee (CPC), the Brazilian Securities Commission (CVM) and the Federal Accounting Council (CFC), and also comply with Guidance OCPC 04 issued by the CPC, which addresses the recognition of revenue of the real estate development sector, as disclosed in greater detail in note 2.2. Guidance OCPC 04 issued by the CPC addresses certain matters related to the meaning and application of the concept of continuous transfer of risks, rewards and ownership on sales of real estate properties by Brazilian real estate development entities, which is the basis for revenue recognition. (b) Parent company financial statements The parent company financial statements have been prepared in accordance with accounting practices adopted in Brazil issued by the Brazilian Accounting Pronouncements Committee (CPC) and approved by the Brazilian Securities Commission (CVM) and are disclosed together with the consolidated financial statements. In the parent company financial statements, subsidiaries are recorded based on the equity accounting method. The same adjustments are made in the parent company and consolidated financial statements to reach the same profit or loss and equity attributable to the owners of the parent entity. After the application of the equity accounting method, the Company determines whether it is necessary to recognize an additional impairment loss on the Company s investment in a subsidiary. The Company assesses, at the end of each reporting period, whether there is objective evidence that investments in subsidiaries are impaired. If so, the Company calculates the amount of the impairment loss as the difference between the subsidiary s recoverable amount and the carrying amount and recognizes the amount in the parent company s statement of income Basis of consolidation The consolidated interim financial statements include the operations of the Company and the following subsidiaries, whose percentage ownership at the interim financial reporting date and the related consolidation basis are as follows: Page 23 of 89

37 Percentage ownership Corporate name 3/31/ /31/2011 SCP Edifício Helbor Tower full full SCP Edifício Helbor Home Flex Gonzaga full full SCP Howa full full SCP Helbor Resort Reserva do Mar full full SCP Helbor Tendence full full SCP Helbor Espaço e Vida Pacaembú full full SCP Residencial Helbor Acqualife full full SCP Edifício Helbor Trend Jardins full full SCP Cond. Resid. Cap Ferrat full full SCP Coral Gables full full SCP Helbor Trend Pacaembu full full SCP Esplanada Life Club full full SCP Residencial Helbor Upperhouses Parque Taquaral full full SCP Helbor Reserva do Itapety full full SCP Helbor Victoria Home Club full full SPE Capital Federal Investimentos Imobiliarios Ltda full full SPE Palmeiras Investimentos Imobiliarios Ltda full full SPE Av. Saõ João 2 Investimentos Imobiliarios Ltda full full SPE Novaes Investimentos Imobiliarios Ltda full full SPE Seis Investimentos Imobiliarios Ltda full full SPE Travessa São José Investimentos Imobiliarios Ltda full full SPE Washington Investimentos Imobiliarios Ltda full full SPE Hesa 85 Investimentos Imobiliarios Ltda full full SPE Aicás Investimentos Imobiliarios Ltda full full SPE Portugal Investimentos Imobiliarios Ltda full full SPE Americo Investimentos Imobiliarios Ltda full full SPE Av. São João 3 Investimentos Imobiliarios Ltda full full SPE Av. São João Comercial Investimentos Imobiliarios Ltda full full SPE Iperoig Investimentos Imobiliarios Ltda full full SPE LM Investimentos Imobiliarios Ltda full full SPE Nebias Investimentos Imobiliarios Ltda full full SPE Hesa 2 Investimentos Imobiliarios Ltda full full SPE Hesa 5 Investimentos Imobiliarios Ltda full full SPE Hesa 6 Investimentos Imobiliarios Ltda full full SPE Hesa 7 Investimentos Imobiliarios Ltda full full SPE Hesa 8 Investimentos Imobiliarios Ltda full full SPE Hesa 9 Investimentos Imobiliarios Ltda full full SPE Hesa 10 Investimentos Imobiliarios Ltda full full SPE Hesa 11 Investimentos Imobiliarios Ltda full full SPE Hesa 12 Investimentos Imobiliarios Ltda full full SPE Hesa 14 Investimentos Imobiliarios Ltda full full SPE Hesa 15 Investimentos Imobiliarios Ltda full full SPE Hesa 18 Investimentos Imobiliarios Ltda full full SPE Hesa 21 Investimentos Imobiliarios Ltda full full SPE Hesa 22 Investimentos Imobiliarios Ltda full full SPE Hesa 23 Investimentos Imobiliarios Ltda full full SPE Hesa 26 Investimentos Imobiliarios Ltda full full SPE Hesa 28 Investimentos Imobiliarios Ltda full full SPE Hesa 29 Investimentos Imobiliarios Ltda full full SPE Hesa 30 Investimentos Imobiliarios Ltda full full SPE Hesa 31 Investimentos Imobiliários Ltda full full SPE Hesa 32 Investimentos Imobiliários Ltda full full SPE Hesa 33 Investimentos Imobiliários Ltda full full SPE Hesa 34 Investimentos Imobiliários Ltda full full SPE Hesa 35 Investimentos Imobiliários Ltda full full SPE Hesa 36 Investimentos Imobiliários Ltda full full Page 24 of 89