Professional Documents
Culture Documents
Quarterly information
June 30, 2010
Quarterly information
June 30, 2010
Contents
Management report
3 - 28
29 - 30
Balance sheets
31
Statements of income
32
33
34
35 - 102
AlianscePresents2Q10ResultsandFinancialandOperating
Highlights
RiodeJaneiro,August12,2010AliansceShoppingCentersS.A.(Bovespa:ALSC3),oneofthelargestshoppingmallownersand
administratorsinBrazil,announcestodayitsresultsforthesecondquarterof2010.Unlessstatedotherwise,alloperatingand
financialinformationhereinisexpressedinBrazilianreaisandbasedonconsolidatedfigures,pursuanttoBrazilianCorporate
Law.
TheCompanysmanagerialinformation,basedonitsconsolidatedfinancialstatements,waspreparedtoreflectandconsolidate
the69.62%interestheldbyAliansceinViaParqueShoppingandtheexclusionasofthesecondquarterof2009ofShopping
Leblon from our portfolio, which occurred in November 2009. To analyze the reconciliation of the consolidated financial
statementsandthemanagerialinformation,pleaseseethecommentsintheAppendicessection.
2Q10HighlightsandRecentEvents
ThefinancialinformationhighlightedbelowismanagerialandwasbasedontheCompanysconsolidatedfinancialstatements:
SalesintheCompanysshoppingmallsgrewby24.2%in2Q10,whilesameareasales(SAS)andsamestoresales(SSS)
increased9.3%and10.0%,respectively.
Netincomegrewby134.4%fromthesameperiodof2009,reachingR$16.3million.
Grossrevenueincreased31.7%in2Q10toR$52.1million.
In 2Q10, NOI posted growth of 32.7% to R$40.2 million, versus R$30.3 million in 2Q09, while NOI margin stood at
90.4%.
AdjustedEBITDAgrewby23.3%inrelationto2Q09toR$31.1million,whileadjustedEBITDAmarginstoodat64.0%;
AdjustedFFOgrewby65.8%toR$33.8million,fromR$20.3millionin2Q09.AdjustedFFOmarginwas69.6%in2Q10.
Themallsoccupancyratestoodat98.1%,excludingShoppingSantarsula,whichisbeingredeveloped,andBoulevard
ShoppingBraslia,whichisinitsleasingphase.
In 2Q10, investments in greenfield projects and mall expansions totaled R$48.2 million. Boulevard Shopping Belo
Horizonte,whichalreadyhas87%ofitsGLAleased,remainsonschedule,withthemallsopeningexpectedinOctober
2010andthekeysdeliveredtotenantsattheendofJulysotheycanbeginworksandpreparations.ShoppingMacei
advancedintheprojectdetailingphase,withlaunchexpectedfor4Q10.
OnJuly13,2010,theCompanyannouncedanagreementtodevelopthemallParqueShoppingBelminBelm,Par.
TheprojecthasGLAofapproximately23,000sqmand170stores. Alianscewillholda50%interestandberesponsible
for planning, leasing and management. The mall will be launched on August 19, 2010 and we are already under
negotiationswithkeyanchorsandmegastores,formoredetailsseetheGrowthDriverssection.
On July 27, 2010, the Company acquired an additional fraction of 2.06% in Super Shopping Osasco. With this
acquisition,Alianscenowholdsa33.58%interestinthecenterandadded363.4sqmofownGLAtoitsportfolio.
2Q10
2Q09
2Q10/2Q09
?%
1H10
1H09
1H10/1H09
?%
FinancialPerformanceManagerialInformation
Grossrevenue
52,092
Netrevenue
48,548
NOI
40,235
Margin%
90.4%
AdjustedEBITDA
31,083
Margin%
64.0%
NetIncome
16,336
Margin%
33.6%
AdjustedFFO
33,800
Margin%
69.6%
39,542
36,922
30,327
90.6%
25,216
68.3%
6,970
18.9%
20,388
55.2%
31.7%
31.5%
32.7%
0.2p.p.
23.3%
4.3p.p.
134.4%
14.8p.p.
65.8%
14.4p.p.
102,572
95,189
77,360
89.1%
62,132
65.3%
24,627
25.9%
59,478
62.5%
77,748
72,532
59,000
89.8%
49,003
67.6%
12,527
17.3%
33,324
45.9%
31.9%
31.2%
31.1%
0.7p.p.
26.8%
2.3p.p.
96.6%
8.6p.p.
78.5%
16.5p.p.
OperationalPerformanceManagerialInformation
Sales/sq.m
859.2
Totalrent/sq.m.
55.6
SAS/sq.m.(salesonsamearea)
850.3
SAR/sq.m.(rentsonsamearea)
48.1
SSS/sq.m.(samestoresales)
854.5
SSR/sq.m.(samestorerent)
48.6
Sales
932,480
Occupancycosts(%ofsales)
9.9%
LatePayments
1.0%
Occupancy
98.1%
TotalGLA(sq.m.)
423,290
OwnGLA(sq.m.)
225,638
GLAreportedsales(averagesq.m.)
361,748
780.5
53.1
777.8
45.7
776.7
46.8
750,829
10.3%
1.3%
98.5%
363,385
182,693
320,658
10.1%
4.8%
9.3%
5.3%
10.0%
4.0%
24.2%
0.3p.p.
28.4%
0.4p.p.
16.5%
23.5%
12.8%
819.4
56.1
823.8
48.1
823.6
48.4
1,762,673
10.4%
2.4%
98.1%
423,290
225,638
358,528
734.5
53.7
731.2
45.4
728.9
45.9
1,411,524
10.8%
2.9%
98.5%
363,385
182,693
320,290
11.6%
4.5%
12.7%
5.9%
13.0%
5.5%
24.9%
0.4p.p.
18.8%
0.4p.p.
16.5%
23.5%
11.9%
Mainindicators
Monthlyaverage.DoesnotincludeShoppingSantarsula(underredevelopmentprocess)
DoesnotincludeShoppingSantarsulaandBoulevardShoppingBraslia
Note:Includestheconsolidationofthe69.62%oftheinvestmentinViaParqueShoppingandexcludes
70%ofShoppingLeblons2Q09result.
MessagefromManagement
Inthesecondquarterof2010,AliansceShoppingCenterscontinuedtoregisterexcellentresults,withsalesatourmallsgrowing
24.2%fromthesameperiodof2009.
Sameareasales(SAS)andsamestoresales(SSS)postedstrongperformancesintheperiod,growingby9.3%and10.0%,
respectively.TheseresultsdonotincludethecontributionfromBoulevardShoppingBelm,amallthathasbeeninoperation
forlessthanoneyearandwhosegrossrevenueisequivalentto13.6%ofthecompanystotal.Occupancyatthecompanys
mallsendedthequarterat98.1%.
Insecondquarter,managerialconsolidatedgrossrevenuegrewtoR$52.1million,increasing31.7%overthesamequarterof
2009.NetOperatingIncome(NOI)increasedby32.7%toR$40.2million.Inthesameperiod,adjustedEBITDAreachedR$31.1
million,growing23.3%.ManagerialconsolidatedNOImarginstoodat90.4%,withmanagerialadjustedEBITDAmarginof64.0%.
AdjustedFFOincreasedby65.8%toR$33.8millioninthesecondquarter,fromR$20.4millioninthesameperiodlastyear.
AdjustedFFOmarginwas69.6%,whilenetincomeinthequarterwasR$16.3million.
Aliansceisthecompanywiththeyoungestportfoliointhesector,carryinghighpotentialforgrowth.TheCompanysNew
GenerationAssets,whichhavebeeninoperationlessthanfiveyears,accountsfor43.7%ofourownGLA.Thisgroupofassets
registeredgrowthof21.2%inSSSoverthesameperiodof2009.
WiththeopeningofBoulevardBeloHorizonte,whichisscheduledtoopenattheendofOctober,theNewGenerationAssets
willrepresentapproximately50%ofownGLA.BoulevardBeloHorizonte,thesecondlargestmallinBeloHorizonte,has90%of
itsGLAcommittedbytenants.
InJuly2010,Aliansceacquireda58,000sqmlandparcelinBelmforthedevelopmentofParqueShoppingBelm.Themallwill
haveaGLAofapproximately23,000sqmandleasingwillcommenceduringformallauncheventonAugust19.
Weareseekingtomaximizetheconstructionpotentialofourprojectsthroughexpansionsandmixeduseprojects.Bytheendof
2011,expansionprojectswillincreaseourGLAby28,000sqm.
Wecontinuetofocusoureffortsongrowththroughhighqualityassetsandarecommittedtoprovidetransparencyinallour
initiatives,thusallowingourshareholderstoaccompanythereturnontheirinvestment.Increasingtheefficiencyofour
businessremainsapriority,asweseektocreategreatervalueforourshareholders.
Management
OurPortfolio
Inadditiontoitsgeographicdiversity,withshoppingmallslocatednationwide,Alianscesportfolioalsotargetsawiderangeof
incomegroups.
TofacilitatetheunderstandingoftheCompanysgrowthinthecomingyears,wehavedividedtheportfoliointothreegroupsin
accordancewiththetimeinoperationorcurrentphaseofeachasset:
OwnGLApergroup
2Q09
2Q10
64.1%
48.5%
30.8%
7.8%
5.1%
Core
43.7%
New
Next
Generation Generation
Alianscecurrentlyholdsinterestsin13mallsinoperation,withatotalownGLAinoperationofapproximately226,000sqm,
and three more malls under development (one under construction and scheduled to open in October 2010), with a further
59,500sqmofownGLAunderdevelopment.Italsoactsasaserviceprovider,responsiblefortheplanning,managementand
leasingofninemallsownedbythirdparties,withatotalGLAof137,000sqm.
OperatingMalls
ShoppingIguatemiSalvador
ShoppingTaboo
ViaParqueShopping
BoulevardShoppingCampinaGrande
ShoppingGrandeRio
CariocaShopping
SupershoppingOsasco
BanguShopping
SantanaParqueShopping
ShoppingSantarsula
CaxiasShopping
BoulevardShoppingBraslia
BoulevardShoppingBelm
LojaC&AFeiradeSantana
LojaC&AGrandeRio
LojaC&AIguatemiSalvadorNaciguat
SubTotalOperatingMalls
Mallsunderdevelopment(Greenfields)
BoulevardShoppingBeloHorizonte
ShoppingMacei
ParqueShoppingBelm
SubTotalMallsunderdevelopment
State
%Aliansce
GLA
OwnGLA
Occupancy
rate
Services
rendered
BA
SP
RJ
PB
RJ
RJ
SP
RJ
SP
SP
RJ
DF
PA
BA
RJ
BA
45.55%
38.00%
69.62%
30.52%
25.00%
40.00%
31.52%
100.00%
50.00%
37.50%
40.00%
50.00%
75.00%
100.00%
100.00%
44.58%
53.31%
57,636
35,566
53,937
17,323
35,801
23,008
17,641
46,318
26,542
23,088
25,649
16,925
34,394
2,108
2,108
5,246
423,290
26,252
13,515
37,551
5,287
8,950
9,203
5,560
46,318
13,271
8,658
10,260
8,462
25,796
2,108
2,108
2,339
225,638
98.8%
99.5%
99.7%
99.6%
99.1%
98.2%
95.2%
99.9%
96.7%
83.6%
98.1%
79.5%
91.4%
100.0%
100.0%
100.0%
98.1%
ML
ML
ML
ML
ML
ML
L
ML
ML
ML
ML
ML
n/a
n/a
n/a
MG
AL
PA
70.00%
50.00%
50.00%
58.48%
43,045
35,470
23,000
101,515
30,132
17,735
11,500
59,367
ML
ML
ML
524,805
285,004
Totalportfolio
(M)Management|(L)Leasing
Ownershipinterestdetainedfromtwocondominiums41,59%ofNaciguatand71.49%ofRiguat.
SalesPerformance
SalesAnalysis2Q10
SalesintheCompanysshoppingmallscontinuedtogrowin2Q10,
24.2%
totaling R$932 million, an increase of 24.2% in relation to the
same period in 2009. In 1H10, reported sales followed the same
growth trend as the quarterly sales, reaching R$1.8 billion and
growthof24.9%inrelationto1H09.
10.0%
9.3%
The second quarter of 2010 was positively affected by seasonal
events, such as Mothers Day and Valentines Day, on the other
5.1%
handwasnegativelyimpactedbytheWorldCup,especiallyonthe
dayswhentheBraziliannationalteamplayed.Theshoppingmalls
withthestrongestgrowthinsalesin2Q10wereShoppingGrande
IPCA
SAS
SSS
TotalSales
Rio, Caxias Shopping and Bangu Shopping, which posted sales
growthof25.9%,25.3%and20.6%,respectively.
The opening of Boulevard Shopping Belm in November 2009 and the maturation of the other malls classified under New
Generation Assets led to stronger sales growth in this group, of 63.8% in 2Q10 versus 2Q09, compared to the variation of
10.7%ofthemallsclassifiedunderCoreAssets.
In2Q10,samestoresales(SSS)andsameareasales(SAS)grewby10.0%and9.3%,respectively.Analyzingsamestoresalesby
group,CoreAssetspostedgrowthof5.2%whileNewGenerationAssetsrecordedgrowthof21.2%.
SSS(R$/m)
Sales(R$million)
932
751
666
448
24.2%
CoreAssets
5.2%
847.5
21.2%
891.4
788.2
650.3
2Q09
New Generation
2Q10
2Q09
2Q10
Monthlyaverage
2Q10
2Q09
1Q10/1Q09
%
1H10
1H09
1H10/1H09
%
ShoppingIguatemiSalvador
ShoppingTaboo
ViaParqueShopping
BoulevardShoppingCampinaGrande
ShoppingGrandeRio
CariocaShopping
SupershoppingOsasco
BanguShopping
SantanaParqueShopping
ShoppingSantarsula
CaxiasShopping
BoulevardShoppingBraslia
BoulevardShoppingBelm
257,591
74,180
86,813
45,414
78,469
59,971
43,786
86,332
48,737
24,991
43,040
19,865
63,291
240,532
62,770
75,112
40,663
62,316
57,906
44,645
71,559
41,451
19,526
34,350
n/a
n/a
7.1%
18.2%
15.6%
11.7%
25.9%
3.6%
1.9%
20.6%
17.6%
28.0%
25.3%
n/a
n/a
496,851
134,980
170,626
84,651
146,314
114,195
83,750
166,240
91,582
45,569
79,716
34,146
114,053
462,286
113,736
148,337
73,004
116,850
105,503
80,697
133,601
75,430
40,577
61,503
n/a
n/a
7.5%
18.7%
15.0%
16.0%
25.2%
8.2%
3.8%
24.4%
21.4%
12.3%
29.6%
n/a
n/a
Total
932,480
750,829
24.2%
1,762,673
1,411,524
24.9%
GLAreportedsales(averagesq.m.)
361,748
320,658
12.8%
358,528
320,290
11.9%
Salespershopping
(AmountsinthousandsofReais)
FinancialHighlights
GrossRevenue
Services
rendered
10.2%
Transfer
Fee
0.3%
RevenuesBreakdown 2Q10
Parking
11.3%
Stands/
Kiosques
Percentage
7.2%
rent
7.9%
KeyMoney
6.0%
ManagerialFinancialInformation
Revenuespertype
2Q10
2Q09
Minimum
rent
84.9%
Rent
71.5%
1Q10/1Q09
%
1H10
1H09
1H10/1H09
%
(AmountsinthousandsofReais,exceptpercentages)
Rentals
35,245
26,942
30.8% 69,461
53,026
31.0%
KeyMoney
3,109
2,198
41.4% 6,094
4,253
43.3%
Parking
5,895
3,717
58.6% 10,647
7,489
42.2%
Transferfee
147
115
27.8% 259
298
13.1%
Servicesrendered
5,301
4,519
17.3% 11,860
9,107
30.2%
StraightlinerentadjustementCPC06
2,395
2,051
16.8% 4,251
3,575
18.9%
Total
52,092
39,542
31.7% 102,572
77,748
31.9%
2Q10
2Q09
ManagerialFinancialInformation
1Q10/1Q09
%
1H10
1H09
1H10/1H09
%
(AmountsinthousandsofReais,exceptpercentages)
Revenuesperventure
ShoppingIguatemiSalvador
9,210
9,097
1.2% 18,412
17,974
2.4%
ShoppingTaboo
2,594
2,729
4.9% 5,153
5,040
2.2%
ViaParqueShopping
5,746
4,560
26.0% 10,734
9,561
12.3%
BoulevardShoppingCampinaGrande
586
538
8.9% 1,146
1,019
12.5%
ShoppingGrandeRio
2,062
1,717
20.1% 3,993
3,382
18.1%
CariocaShopping
2,147
1,594
34.7% 4,164
3,373
23.5%
SupershoppingOsasco
1,064
1,120
5.0% 2,149
2,227
3.5%
BanguShopping
7,565
6,432
17.6% 14,554
12,548
16.0%
SantanaParqueShopping
2,549
2,509
1.6% 4,976
5,201
4.3%
ShoppingSantarsula
655
614
6.7% 1,221
761
60.4%
CaxiasShopping
1,711
1,428
19.8% 3,377
2,712
24.5%
BoulevardShoppingBraslia
820
63
n/a 1,360
126
n/a
BoulevardShoppingBelm
7,088
n/a 14,024
n/a
C&AStores
599
571
4.9% 1,198
1,142
4.9%
Servicesrendered
5,301
4,519
17.3% 11,860
9,107
30.2%
StraightlinerentadjustementCPC06
2,395
2,051
16.8% 4,251
3,575
18.9%
Total
8
52,092 39,542
31.7% 102,572
77,748
31.9%
ShoppingIguatemiSalvadorandShoppingTaboorecordedmoderategrowthintotalrevenueinthefirstsixmonths,duetothe
low turnoverandthe impact from the deflation measured by the IGPprice index on lease price adjustments. This trend was
offsetbythegoodperformanceofoveragerentduetothestrongersalesintheperiod.Inaddition,ShoppingTabooposted
higherrevenuefromkeymoneyin2Q09inrelationto2Q10.
Shopping Grande Rio showed strong growth in total revenue in 2Q10 versus 2009, reflecting the leasing of stores from the
mallsexpansionduringthe2Q09.
Bangu Shopping maintained its excellent performance recorded in previous quarters in both minimum and overage rent and
kiosks.
ContractualrenewalsexplainedalargepercentofthegrowthintotalrevenueatViaParqueShopping.
TheopeningofBoulevardShoppingBelminNovember2009helpedtodilutetherelativerevenueshareofeachmallinthe
Companysportfolio,inboth1H10and2Q10,correspondingto13.7%ofgrossrevenue.
Leasing revenue from the Companys shopping malls grew by 30.8% in 2Q10 in relation to 2Q09, and by 31.0% in 1H10 in
relationto1H09.Inadditiontothebetterperformanceofourmallsintheperiod,theopeningofBoulevardShoppingBelm
andBoulevardShoppingBrasliain2009alsocontributedtorevenuegrowth.
RentalRevenuespershopping
2Q10
2Q09
1Q10/1Q09
%
1H10
1H09
1H10/1H09
%
(AmountsinthousandsofReais)
ShoppingIguatemiSalvador
ShoppingTaboo
ViaParqueShopping
BoulevardShoppingCampinaGrande
ShoppingGrandeRio
CariocaShopping
SupershoppingOsasco
BanguShopping
SantanaParqueShopping
ShoppingSantarsula
CaxiasShopping
BoulevardShoppingBraslia
BoulevardShoppingBelm
C&AStores
8,733
1,906
3,600
570
1,583
1,692
895
5,549
1,865
453
1,119
749
5,933
598
8,662
1,862
3,325
517
1,375
1,534
909
4,680
1,841
558
1,045
63
571
0.8%
2.4%
8.3%
10.3%
15.1%
10.3%
1.5%
18.6%
1.3%
18.8%
7.1%
1088.9%
n/a
4.7%
17,481
3,807
7,288
1,113
3,100
3,429
1,788
10,597
3,643
827
2,282
1,254
11,655
1,197
17,056
3,645
6,870
990
2,723
3,060
1,783
9,152
3,700
705
2,074
126
1,142
2.5%
4.4%
6.1%
12.4%
13.8%
12.1%
0.3%
15.8%
1.5%
17.3%
10.0%
895.2%
n/a
4.8%
Total
35,245
26,942
30.8%
69,461
53,026
31.0%
CostofRentalsandServices
TheopeningsofBoulevardShoppingBelmandBoulevardShoppingBraslialedtoanincreaseinthecostofrentalsandservices
of42.2%in2Q10and37.4%in1H10inrelationtothesameperiodslastyear.NewmallsgeneratedadirectincreaseofR$4.8
millionindepreciationexpensesandR$2.5millioninmalloperatingexpenses.Forthesamereason,parkingcostsinthe1H10
increasedby32.8%over1H09andcorrespondedto4.1%ofnetrevenuesinbothperiods.Inthe2Q10,preoperatingexpenses
declined41.8%,whileleasingandplanningcostsincreasedby107.1%versus2Q09.
ManagerialFinancialInformation
2Q10
Costspertype
Depreciationofproperties
Mallsoperationalcosts
Parkingcosts
Preoperationalexpenses
LeasingandPlanningcosts
Allowanceofdoubtfulaccounts
Total
15,615
1Q10/1Q09
1H10
1H09
?%
(Amountsinthousandsof Reais,exceptpercentages)
1H10/1H09
?%
8,033
5,423
2,949
66.9%
2,935
2,212
1,269
26.3%
9.9%
22,821
37.4%
2Q09
6,804
3,557
2,295
876
1,379
704
4,115
2,724
1,563
65.3%
30.6%
46.8%
13,406
7,622
3,916
1,504
666
409
41.8%
107.1%
72.1%
2,163
2,431
1,814
10,981
42.2% 31,352
40.5%
32.8%
42.9%
GrossIncome
Gross income continued to follow an upward trend in both 2Q10 and 1H10,
growing 27.0% and 28.4%, respectively. In 2Q10, gross income was R$32.9
million, versus R$25.9 million in the same period last year, reflecting the
openingoftwonewmalls(BoulevardShoppingBelmandBoulevardShopping
Braslia)andthegoodperformanceofourportfolio.
GrossIncome(R$thousands)
28.4%
49,711
27.0%
32,933
OperatingIncome(Expenses)
25,941
2Q09
(Expenses)/Operatingincome(R$
thousands)
2T09
2T10
1H09
63,837
1H10
(7,384)
(9,733)
(15,716)
(18,570)
2009figuresexcludes anextraordinaryrevenuefromlaw
suits
1H09
2Q10
1H10
TheCompanysoperatingexpensesincreasedby646.4%in2Q10andby92.7%
in 1H10 in relation to the same periods in 2009. Excluding the extraordinary
revenue in 2Q09 resulting from a lawsuit (R$ 6.1 million), the operating
expensesincreasedby31.8%in2Q10andby18.2%in1H10.
G&A expenses increased 42.3% in 2Q10 and 38.5% in 1H10 from the same
periods last year, partially due to the payment of bonuses to the Companys
executives.
Other operating revenues and expenses fell by 86.7% in 2Q10 due to the
extraordinarygainfromtheR$6.1millionlawsuitmentionedearlier.
ManagerialFinancialInformation
2Q10
Operating(Expenses)/Income
Administrativeandgeneralexpenses
Equityinincome
DepreciationandAmortization
2Q09
(9,706)
Total
(9,733) (7,384)
(856)
829
(6,820)
113
Lawsuits
Total
1H10
1H09
1H10/1H09
?%
(Amountsinthousandsofreais,exceptpercentages)
(824)
6,227
(9,733)
(1,304)
(6,080)
OtherOperating(Expenses)/Income
1Q10/1Q09
?%
42.3% (16,925)
100.0%
3.9% (1,949)
86.7%
304
100.0%
(1,641)
3,980
92.4%
(6,080)
31.8% (18,570) (15,716)
FinancialResult
TheproceedsfromtheIPO(R$430million),occurredinlateJanuary2010,ledto
an increase of R$12.5 million in financial income. In addition, interest expenses
decreased by R$1.4 million and the adjust to marktomarket of the SWAP
operation(Law11,638)representedagainofR$7.3millionin2Q10,versusaloss
ofR$12.9millioninthesameperiodof2009.
10
(12,221)
246
38.5%
18.8%
92.7%
100.0%
18.2%
Financial Expenses(R$Thousands)
2Q09
2Q10
1H09
1H10
(1,247)
(11,130)
(19,492)
(25,620)
NetIncome
Netincome(R$Thousands)
96.6%
24,627
134.4%
16,336
12,527
6,970
2Q09
2Q10
1H09
1H10
TheCompanypostedanetincomeofR$16.3millionin2Q10,up134.4%from
2Q09,withnetmarginof33.6%,versus18.9%lastyear.In1H10,netincome
wasR$24.6million,96.6%higherthanin1H09,withnetmarginof25.9%.Net
income growth was driven by the opening of new projects in 2009, the
excellent performance of malls in 1H10, the strengthening of the Companys
capitalstructureduetotheIPOonJanuary27,2010andtheajusttomarkto
marketoftheSWAPcontract.
NetOperatingIncome(NOI)
The expansion of our portfolio and the maturation of recently inaugurated malls led to a NOI growth of 32.7% in 2Q10 and
31.1%in1H10,totalingR$40.2millionandR$77.4million,respectively.
ManagerialFinancialInformation
2Q10
2Q09
1Q10/1Q09
?%
1H10
1H09
1H10/1H09
?%
(Amountsinthousandsofreais,exceptpercentages)
NOI
37,787
3,109
3,600
44,496
29,108
2,198
2,154
33,460
29.8%
41.4%
67.1%
33.0%
73,971
6,094
6,731
86,796
56,899
4,253
4,540
65,692
30.0%
43.3%
48.3%
32.1%
()Costofrentalsandservices
(+)Preoperatingexpenses
(+)Marketingandplanningcosts
(+)Depreciationandamortization
(13,320)
876
1,379
6,804
(9,418)
1,504
666
4,115
41.4%
41.8%
107.1%
65.3%
(27,436)
2,163
2,431
13,406
(19,872)
2,935
2,212
8,033
38.1%
26.3%
9.9%
66.9%
(=)NOI
40,235
90.4%
30,327
90.6%
0.2p.p.
77,360
89.1%
59,000
89.8%
0.7p.p.
Rents
Assignmentofusagerights
Parkingrevenues
OperationalIncome
MarginNOI
32.7%
31.1%
AdjustedEBITDA
TheCompanysadjustedEBITDAtotaledR$31.1millionin2Q10,a23.3%increasefrom2Q09,withEBITDAmarginof64.0%.In
1H10,adjustedEBITDAgrewby26.8%over1H09toR$62.1million,withEBITDAmarginof65.3%.
ManagerialFinancialInformation
NetRevenues
()Costs
()Expenses
(+)Depreciationandamotization
(=)EBITDA
(+)/()Nonrecurring(expenses)/income(*)
(+)Properationalexpenses
()Lawsuits
(+/)Others
(=)AdjustedEBITDA
MarginadjustedEBITDA
1Q10/1Q09
1H10/1H09
1H10
1H09
?%
?%
(Amountsinthousandsofreais,exceptpercentages)
2Q10
2Q09
48,548
(15,615)
(9,733)
7,660
30,860
223
876
(653)
36,922
(10,981)
(1,304)
4,939
31.5%
42.2%
646.4%
55.1%
4.3%
29,576
(4,360)
1,504
(6,080)
216
105.1%
41.8%
n/a
402.3%
31,083
64.0%
25,216
68.3%
4.3p.p.
11
23.3%
95,189
(31,352)
(18,570)
15,355
60,622
1,510
2,163
(653)
72,532
(22,821)
(9,636)
9,674
31.2%
37.4%
92.7%
58.7%
21.9%
49,749
(746)
2,935
(6,080)
2,399
302.4%
26.3%
n/a
127.2%
62,132
65.3%
49,003
67.6%
2.3p.p.
26.8%
FFOandAdjustedFFO(AFFO)
The higher operating income from the opening and maturation of new malls and the structuring of longterm funding
operations (with grace periods for payment of interest and principal) resulted in a 65.8% increase in the Companys AFFO in
2Q10inrelationto2Q09,fromR$20.4milliontoR$33.8million,withtheAFFOmarginincreasingfrom55.2%to69.6%.In1H10,
thisgrowthwas78.5%inrelationtothesameperiodlastyear.
ManagerialFinancialInformation
2Q10
2Q09
FFO
1Q10/1Q09
?%
1H10
1H09
1S10/1S09?%
(Amountsinthousandsofreais,exceptpercentages)
NetIncome
(+)DepreciationandAmortization
(=)FFO
(+)/()Noncurrentexpenses/(income)
(+)SWAPeffect
(+)nondisbursedfinancialexpenses
(+)noncashtaxes
(=)AdjustedFFO
MarginAFFO%
16,336
7,660
23,996
223
(7,313)
13,026
3,868
33,800
69.6%
6,970
4,939
11,909
(4,360)
12,946
4,125
(4,232)
20,388
55.2%
134.4%
55.1%
101.5%
105.1%
n.a
215.8%
191.4%
65.8%
14.4p.p.
24,627
15,355
39,982
1,510
(8,138)
20,753
5,371
59,478
62.5%
12,527
9,674
22,201
(746)
10,745
4,555
(3,431)
33,324
45.9%
96.6%
58.7%
80.1%
302.4%
175.7%
355.6%
256.5%
78.5%
16.5p.p.
CAPEX
CAPEX totaled R$48.2 million in 2Q10 and R$89.2 million in 1H10. Most of the investments were allocated to the malls
Boulevard Shopping Belo Horizonte and Boulevard Shopping Belm, as well as to the expansions on operating malls and the
redevelopmentofShoppingSantarsula.Formoredetails,seetheGrowthDriverssection.
OperatingHighlights
The Companys malls performance indicators continued to improve in 2Q10, with increases in the net operating income per
square meter (NOI/sqm), in the occupancy rate and in sales per square meter and a reduction in the occupancy cost. The
followingchartspresentshistoricaldataandcomparisonswithpriorquarters:
NetOperatingIncome(NOI/sqm)
NOI(R$/m)
52.9
49.8
59.4
49.2
41.7
43.4
1stQuarter
2ndQuarter
2008
Monthly average
51.2
46.5
3rdQuarter
2009
2010
56.0
51.1
4thQuarter
Samestorerent(SSR)
SSR(R$/m)
SSRincreasedby4.0%in2Q10and5.5%in1H10.Asexpected,theanalysis
oftheincreaseinsamestorerentpergroupconfirmedthehighergrowth
inNewGenerationAssetsthaninCoreAssets.
Consideringthattheopeningofthreeassets,or73%oftheownGLAofthe
NewGenerationAssetsgroup(BanguShopping,SantanaParqueShopping
andCaxiasShopping)occurredinthefourthquarter,weobservedahigher
concentration of adjustments in the fourth quarter. This means that the
12
CoreAssets
New Generation
3.4%
52.4
2Q09
54.2
2Q10
Monthly average
5.4%
36.5
38.5
2Q09
2Q10
SSRgrowthofNewGenerationAssetsisbeingnegativelyimpactedbythedeflationmeasuredbytheIGPindexin4Q09(1.3%
onaverage).
OccupancyRate
Occupancy(%)
98.6%
2Q09
98.6%
3Q09
98.1%
4Q09
98.0%
1Q10
98.1%
2Q10
The occupancy rate ended 2Q10 at 98.1%, remaining in line with the last two
quarters. We expect the occupancy rate to continue an upward trend in the
second half of 2010, not only due to the inauguration of some expansions, but
also due to the positive impact on the leasing process in this period, which
obviouslyisthebesttimeforretailers.
OccupancyCost(%ofsales)
Occupancycost(%)
Thecompanysoccupancycostspreviouslyannouncedincludedunduly,dueto
asystemfault,tenantsthatdonotreportsalesandsoldstorestoitsfigures.In
the 1Q10, the occupancy cost was 10.8% and not the 13.4% disclosed in our
last report, and the correct figure in 1Q09 was 11.3%, and not 14.7%. In the
2Q10 we were able to reduce even further our occupancy cost to 9.9%, or
down0.4p.p.from2Q09.
GrowthDrivers
CoreAssets
10.0%
9.7%
2Q09
2Q10
New Generation
10.7%
10.7%
2Q09
2Q10
TheexpansionandgreenfieldprojectscurrentlyintheCompanyspipelinepointtoanincreaseinownGLAof25.6%bytheend
of2011and41.5%bytheendof2012,whenweshouldreachownGLAofapproximately320,000sqm.
OwnGLAevolution
Macei+
ParqueShopping Belm
319,349
29,235
Boulevard BH
19,627
30,132
6,815
225,638
7,903
41.5%
2Q10
2010
2011
Expansions
2012
Developments
13
End2012
GREENFIELDProjects
BoulevardShoppingBeloHorizonte
WiththeopeningscheduleforOctober,BoulevardShoppingBeloHorizontehasalready87%ofitsGLAleased.Duetochanges
intheofficetowerproject,theinfrastructureandfacadeworkssufferedbudgetincreasesofapproximatelyR$10million,butwe
expectthatthisincreasewillbemorethanoffsetbythefinancialreturnresultingfromtheofficespace,fromwhichweexpect
anadditionalrevenueofR$28millionatshare.Attheendof2Q10,theinvestmentsmadeinthedevelopmentreached81%of
thetotalbudgeted,inlinewithourschedule.Thestorekeyshavealreadybeenhandovertothetenantssotheycanbegintheir
works.
BoulevardShoppingBeloHorizonte
State
MG
GLA
43,045sq.m.
Launch
June,2008
ExpectedOpening
October,2010
Ownership
70%
%leased
87%
IRR(p.a.)
15%
%Aliansce
CDU
R$11.3million
CAPEX
R$193.2million
%ofCapexinvested 81%
NOI1styear
R$14.7million
NOI3rdyear
R$17.6million
ShoppingMacei
After advance in the detailing of the malls project, we expect to have the municipal approvals by next quarter. The mall is
scheduledtolaunchinthe4Q10.
ShoppingMacei
State
GLA
Launch
ExpectedOpening
Ownership
IRR(p.a.)
%Aliansce
CDU
CAPEX
%ofCapexinvested
NOI1styear
NOI3rdyear
ParqueShoppingBelm
AL
35,470sq.m.
4Q10
2012
50%
17%
R$5.5million
R$82.1million
17%
R$7.8million
R$9.8million
OnJuly13,2010,theCompanyannouncedanagreementtodevelopParqueShoppingBelminBelm,Par.Themallwillbe
launchedonAugust19,2010andwearealreadyundernegotiationswithkeyanchorsandmegastores.
Thesitehasatotalareaof58,000sqmandhasconstructionpotentialforincludingamixeduseproject,suchasofficebuildings.
The region of the city where the mall will be located has grown significantly in recent years and is where various national
buildersarelaunchingnewresidentialdevelopments.
TheprojecthasaGLAofapproximately23,000sqm,170stores,includingfiveanchorsandfivemegastores,amovietheater,a
leisure area and 1,200parking spaces. Aliansce will hold a 50% interest and will be responsiblefor the planning, leasing and
management.
14
The project strengthens our operations in Brazils North region, especially in the metropolitan area of Belm, where in
November2009weinauguratedBoulevardShoppingBelm.
ParqueShoppingBelm
State
PA
GLA
23,000sq.m.
Launch
August,2010
ExpectedOpening
1 semester2012
st
Ownership
50%
IRR(p.a.)
17%
%Aliansce
CDU
R$5.7million
CAPEX
R$63.5million
%ofCapexinvested 0%
NOI1styear
R$6.7million
NOI3rdyear
R$7.9million
Expansions
OngoingProjects
Projectsduetobeinauguratedwiththenext12monthswilladd15,495sqmtotheCompanysownGLA.
OngoingProjects
CariocaShoppingExpansion
IguatemiSalvadorExpansion
BanguShoppingExpansion
CampinaGrandeExpansionPhase01
BanguShoppingExpansionMedicalCenter
BanguShoppingExpansionOffices
Total
State
Opening
GLA
(sq.m.)
%
Aliansce
OwnGLA
(sq.m.)
CAPEX
RJ
BA
RJ
PB
RJ
RJ
4Q10
4Q10
4Q10
2Q11
2Q11
3Q11
622
4,434
5,810
3,579
2,000
4,500
40.00%
41.59%
100.00%
30.52%
100.00%
100.00%
249
1,844
5,810
1,092
2,000
4,500
2.4
8.3
22.3
4.0
2.8
7.4
15,495
47.2
20,945
ExpansionofCariocaShopping
15
%Aliansce(R$million)
KeyMoney NOI1st
year
0.0
0.3
2.1
1.4
3.2
3.7
0.1
0.5
0.2
1.1
0.5
2.5
4.7
9.5
NOI3rd
year
0.3
1.5
4.2
0.5
1.1
3.0
10.6
%Leased
IRR
(a.a.)
100%
100%
95%
65%
50%
0%
15%
26%
27%
16%
40%
40%
ExpansionofIguatemiSalvador
With the opening scheduled for the second half of November, the expansion of
Iguatemi Salvador includes a new anchor store and 2 megastores. This project
strengthens the malls mix, with the entry of tenants Leader Magazine and Casas
Bahia. This expansion will add 4,434 sqm of GLA to the mall. In addition to the
expansion, the main food court will be renovated (see illustration), with opening
scheduled for the first half of December. The project also includes a deck parking
facility that will add 300 parking spaces to the mall, which receives nearly 600,000
vehiclespermonth.
ExpansionofBanguShopping
The mall has already begunanotherexpansion that willadd12,110 sqm of GLA by the end of3Q11. The expansion includes
threephases,withthefirstphasetobeinauguratedin4Q10.
1stPhase:With5,810sqmofGLAandopeningscheduledfor4Q10,theexpansionwilladdtwonewanchorstores(Riachuelo
andMarisa),34satellitestoresandanewfoodcourttothemix.
2nd Phase Medical center:With 2,000 sqm of GLA and opening scheduled for 2Q11, the expansion includes a laboratory, a
diagnosticimagingcenterandconsultingrooms.
3rdPhaseOffices:Scheduledtoopenin3Q11,thislastphasewilladd4,500sqmofGLAtothemallandincludesofficespace
and a restaurant. The expansion, which originally planned to add 5,500 sqm, had its GLA reduced by 1,000 sqm to improve
leasingopportunitiesandoptimizethestoremix.
16
ExpansionofBoulevardShoppingCampinaGrande
Theexpansionisstillunderprojectdetailingphase,becausebasedonresearch
and a new market survey, we identified a stronger demand by tenants for
additional area, supporting an increase in the malls expansion potential. The
project was revised to meet this demand, and the expansion will now add
5,396sqmofGLA,dividedintotwophases:
1stPhase:Withpartofthecapexalreadyinvestedand
openingscheduledfor2Q11,theexpansionwilladd3,579sqmofGLAtothe
mall.
2ndPhase:Withinaugurationscheduledfor4Q11,thisphasewilladdanother
1,817sqmtothemall.
Thefirsttwoexpansionphaseswilladdtwonewanchorstoresand47satellitestoresandwillalsoincludeadeckparkingfacility
thatwilladd204parkingspacestotheproject.
This new project will allow a 3rd phase of the expansion to be inaugurated in 2013, with 5,200 sq.m. of GLA and includes a
secondpavementtothemall.
FutureExpansions
Projectswithopeningsforthesecondhalfof2011andfor2012willadd18,850sqmtotheCompanysownGLA.
FutureExpansions
ViaParqueShopping
CaxiasShopping
ShoppingGrandeRio
ShoppingTaboo
BoulevardShoppingCampinaGrandePhase02
IguatemiSalvador
CariocaShoppingPoupaTempo
State
RJ
RJ
RJ
SP
PB
BA
RJ
Opening
3Q11
3Q11
4Q11
4Q11
4Q11
2Q12
2Q12
Total
17
GLA
(sq.m.)
8,000
5,000
5,000
7,000
1,817
8,500
8,200
43,517
OwnGLA
(sq.m.)
%Aliansce
69.62%
40.00%
25.00%
38.00%
30.52%
41.59%
40.00%
5,570
2,000
1,250
2,660
555
3,535
3,280
18,850
CaseStudyBanguShopping
BanguShoppingregionalicon
Opened on October 30, 2007 with total GLA of 42,788 sq.m., the mall was
developed maintaining the architectural elements of the former Bangu
Textile Factory, incorporating the historical facade to the malls unique
environment. Before the mall opening, the only shopping option for
approximately650,000oftheregionsresidents,mostbelongingtotheB
and C income classes, were the neighborhoods traditional street stores.
Thisuniqueprojectresultedinanexcellentacceptancesinceitslaunch.
LaunchandLeasing
Thedemandintheregionwassoonconfirmedbytheleasingsuccessonthemallslaunch,whichledthemalltobefullyleased
beforeitsopening.
Sincethen,themallhasprovenasuccessintermsoftrafficandsales,attractingapproximately1.6millionvisitorseachmonth,
withapeakofalmost2.5millionlastDecember.
OpeningofthefirstPoupaTempounitinRiodeJaneiro
Excellentperformance
Sales(R$/m)
BanguShoppingsfinancialperformancehasexceededourexpectations,reaching
an IRR of over 22%, indicating that there is still room to grow through future
expansions.
Reportedsalesgrewby20.6%inthelast12monthsandthemainindicatorsfor
2Q10showedSSSof21.0%andSASof21.8%,confirmingtheupwardsalestrend.
18
20.8%
12.8%
438.94
1H08
598.00
494.98
1H09
1H10
NOI was higher than expected in the malls first year, closing 2009 at R$23
million. Aliansce projects NOI of R$26 million for 2010, when the mall will
completeitssecondyearofoperations.Thesecondquarterofthisyearconfirms
theexpectedgrowth,withoperatingincome17.1%higherthanin2Q09.
NOI(R$Thousand)
17.1%
12,623
10,782
77.9%
6,062
Mallssecondexpansioninjustthreeyearsofoperations
1H08
1H09
1H10
BanguShoppingssecondexpansionisexpectedtobeinauguratedin4Q10.Thisisthemallssecondexpansioninonlythree
yearsofoperations.Theexpansionwilladd5,810sqmtothemallsGLA.
Furthermore, slated for 2Q11 and 3Q11, Aliansce is already working on the opening of other phases of the expansion,
transforming an already built area of approximately 7,500 sqm into 6,500 sqm of GLA by adding a medical center and office
spacetothemallsmix,andalsoarestaurant.
Acquisitionof30%
Alianscestrackrecordofsuccessandourexpectationsreinforcedourdecisiontoacquiretheremaining30%interestinthismall
inDecember2009.Theamountpaidplustheinvestmentprojectedforthe2010and2011expansionsrepresentacaprateof
11.8%inthefirstyear.Furthermore,theacquisitionreinforcesAlianscespositionasayoungportfoliocomposedofassetswith
vastgrowthpotential.
19
IndebtednessandCashandCashEquivalents
We seek to manage the cash raised by achieving a healthy balance between liquidity and profitability, and aligned with the
Companysinvestmentplan.Althoughwedidnotraiseanynewfundsin2Q10,theCompanystotaldebtincreasedduetothe
disbursementoftheloanforBoulevardShoppingBeloHorizonte.
CCI/CRI
34,590 425,898 460,488
We are analyzing financing alternatives that are Obligationforpurchaseofassets
7,156 52,347 59,503
alignedwithourcashflow,seekingtoreplacepartof TOTALDEBT
80,918 603,868 684,786
our debt indexed to the IPCA with longerterm debt CashandCashEquivalents
(472,129)
(472,129)
atmoreattractiveconditions.
NETDEBT
(391,211) 603,868 212,657
OnJune30,2010,AlianscehelddebtnetoffinancialinvestmentsofR$212.7million.Excludingminorityinterest,theCompanys
netdebtafterfinancialinvestmentstotaledR$157.8million.ThisamountincludesR$59.5millioninobligationsforpurchaseof
assets,mostofwhichreferstothebalancepayablein2013fortheacquisitionoftheremaining30%interestinBanguShopping.
PrincipalAmortization Schedule(R$Million)
DebtProfile Indexes
TR
70.6%
127.9
70.3
44.8
2010
2011
69.3
59.1
2012
2013
2014
74.9
81.0
84.2
51.8
2015
2016
2017
CDI
6.2%
73.3
2018
2019
38.3
2020
IPCA
22.0%
25.9
Others
0.5%
2021
TJLP
0.8%
Approximately R$324.4 million, or 46.6%. of our debt has a grace period (principal and interest) during 2010. Accordingly,
financialexpensesnondisbursedin2010(whichwillbecapitalizedunderliabilities)representapproximatelyR$40.6million.In
2011,financialexpensesnondisbursedshouldtotalR$25.8million.
DebtBalanceProjection
800
700
Other
600
R$Milhes
TJLP
500
CDI
400
IPCA
300
TR
200
100
2010
2011
2012
2013
2014
2015
20
2016
2017
2018
2019
2020
2021
StockPerformance
115
14
110
12
105
10
100
95
90
85
80
ShareholdersBase
FreeFloat
51.19%
24/6/2010
17/6/2010
10/6/2010
ALSC3
3/6/2010
27/5/2010
20/5/2010
13/5/2010
6/5/2010
29/4/2010
22/4/2010
15/4/2010
8/4/2010
1/4/2010
Volume(milhesR$)
Milhes
Alianscestock(ALSC3)ended2Q10atR$11.35,foragainof26%fromtheIPOlaunchpriceontheBM&FBovespaonJanuary29,
2010.
TheCompanyhasbeenrecordingagradualincreaseinitsaveragedailytradingvolume,withADTVofR$2.9millionin2Q10.
Adminis
tradores
1.28%
Ibovespa
21
GGP
31.44%
Gvea
Investim.
3.35%
Rique
Empreen
dimentos
ePart
12.75%
Glossary
AdjustedEBITDA:EBITDA+preoperatingexpenses+othernonrecurringexpenses(revenues).
AdjustedFFO(FundsfromOperations):netincome+depreciation+amortizationnonrecurringexpensesandrevenues+
SWAPeffect+unpaidfinancialexpenses+noncashtax.
AnchorStores:large,wellknownstoreswithspecialmarketingandstructuralfeaturesthatattractconsumers,therebyensuring
permanentflowsanduniformtrafficinallareasoftheshoppingmall.
CCI/CRI:mortgagebackedsecurities.
CPC:AccountingPronouncementsCommittee.
EBITDA(EarningsBeforeInterest,Taxes,DepreciationandAmortization):netrevenueoperatingcostsandexpenses+
depreciationandamortization.
FIIVPS:FundodeInvestimentoImobilirioViaParqueShopping,arealestateinvestmentfund.
GCA:GrossCommercialArea,equivalenttothesumofallthecommercialareasoftheshoppingmalls,thatis,GCAplusthe
areasofstoressold.
GLA(GrossLeasableArea):equivalenttothesumofallareasavailableforleasinginshoppingmalls,exceptforkiosksandsold
areas.
KeyMoney:amountchargedtomerchantsfortherighttousetheprojectstechnicalinfrastructure,applicabletocontractswith
termshigherthan60months.
Latepayment:theratiobetweenthetotalearnedvolumeandtotalrevenuereceivedforthesamemonth,calculatedonthe
lastbusinessdayofthemonth.
FederalLaw11,638:onDecember28,2007,FederalLaw11,638wasenactedwiththepurposeofincludingpubliclyheld
companiesintheinternationalaccountingconvergenceprocess.Therefore,somefinancialandoperatingresultsweresubjectto
certainaccountingeffectsduetothechangesintroducedbythenewlaw.
NOI(NetOperatingIncome):grossrevenueofshoppingmalls(excludingrevenuefromservices)+parkingrevenuerentaland
servicecosts+leasingandplanningcosts+depreciation+amortization+preoperatingexpenses.
PDA:ProvisionforDoubtfulAccounts.
SatelliteStores:smallstoreswithnospecialmarketingandstructuralfeatureslocatedaroundtheanchorstoresandintended
forgeneralretailing.
SAR(Samearearent):ratiobetweentherentearnedinasamestoreincurrentversuspreviousyear.ExcludesShoppingSanta
rsula(undergoingrenovation).
SAR(Sameareasales):ratiobetweensalesinasameareainthecurrentversusthepreviousyear.ExcludesShoppingSanta
rsula(undergoingrenovation).
SSR(Samestorerent):ratiobetweentherentearnedinasamestoreinthecurrentversusthepreviousyear.Excludes
ShoppingSantarsula(undergoingrenovation).
SSS(Samestoresales):ratiobetweensalesinasamestoreinthecurrentversusthepreviousyear.ExcludesShoppingSanta
rsula(undergoingredevelopment).
Sales:reportedsalesofstoresineachoftheshoppingmallsinthequarter.
OccupancyRate:totalGLAofashoppingmalldividedbythearealeased.
OccupancyCostas%ofSales:rent(minimum+percentage)+commoncharges(excludingspecificcharges)+merchandising
fund.
OwnGLA:referstototalGLAweightedbyAlianscesinterestineachshoppingmall.
22
Appendices
Reconciliationofconsolidatedandmanagerialfinancialstatements
TheCompanysmanagerialfinancialinformationwaspreparedinordertoreflect/consolidateAlianscesinterestinViaParque
ShoppinginthesemestersendedJune30,2010and2009,aswellasthespinoffthatledtotheexclusionofShoppingLeblon
fromitsportfolio,whichonlyaffectsthesemesterendedJune30,2009.
Foraccountingpurposes,AlianscesinvestmentinViaParqueShoppingisrecognizedintheconsolidatedfinancialstatementsas
a financial investment. Accordingly, the malls operating results are not consolidated in Aliansces balance sheet and the
investmentisrecordedatmarketvalueasdeterminedbyFederalLaw11,638.Formanagerialfinancialinformationpurposes,
wehaveconsideredAliansces69.62%interestinViaParqueShoppingonJune30,2010asifithadexistedthroughoutthefirst
halfof2010and2009inordertopermitacomparativeanalysisofresults.
IncomefromAlianscesinterestinShoppingLeblon,heldthroughCencomandFrascatti,wasexcludedfromtheconsolidated
managerialfiguresinordertoreflect,inthemanagerialfinancialstatementsofJune30,2009,thepartialspinoffthatoccurred
inOctober2009.
Finally, the managerial financial statements were prepared based on the balance sheets, income statements and financial
reports of the respective companies and developments, as well as assumptions deemed to be reasonable by the Companys
Management,andtheyshouldbereadinconjunctionwiththeperiodsfinancialstatementsandrespectivenotes.
23
Conciliationbetweenmanagerialfinancialinformation
vsfinancialstatements
Aliansce
Consolidated
2009 Financial
statements
SemesterendedJune30,2009
69.62%Shopping
ViaParque
Exclusionof
incomefrom
Frascatti/Cencom
Aliansce
Consolidated
2009 Managerial
(amountsinthousandsofreais)
Grossrevenuefromrentalandservices
Taxesandcontributionsandotherdeductions
68,775
(5,162)
Netrevenues
Costofrentalsandservices
63,613
(19,330)
44,283
Financialincome/(expenses)
Netincome/(loss)beforetaxesandminorityinterest
Grossincome
Operatingincome/expenses
Administrativeandgeneralexpenses
Equityinincome
DepreciationandAmortization
Otheroperatingincome/(expenses)
Incomeandsocialcontributiontaxes
MinorityInterest
Netincomefortheyear
(12,221)
246
(1,641)
3,980
(9,636)
(102)
(4,749)
(25,620)
14,456
12
(4,737)
6,080
6,080
(25,587)
7,627
69
11,578
5,687
Aliansce
Consolidated
2009 Financial
statements
SemesterendedJune30,2009
(12,227)
3,067
(1,664)
(245)
(11,069)
11,578
69.62%Shopping
ViaParque
6
(2,821)
23
(1,855)
(4,647)
77,748
(5,216)
72,532
(22,821)
49,711
5,428
(763)
(1,177)
ConciliationofEBITDAandadjustedEBITDA
8,973
(54)
8,919
(3,491)
Exclusionof
incomefrom
Frascatti/Cencom
(752)
(1,177)
12,527
Aliansce
Consolidated
2009 Managerial
(amountsinthousandsofreais)
Netrevenues
()Costofrentalsandservices
()(+)Operatingincome/(expenses)
(+)DepreciationandAmortization
EBITDA
MARGINEBITDA%
(+)Nonrecurringexpenses
ADJUSTEDEBITDA
MARGINOFADJUSTEDEBITDA%
Netincome
(+)DepreciationandAmortization
(=)FFO
MarginofFFO%
(+/)Nonrecurringexpenses
(+)SWAP
(+)Financialexpensesnotpaid
(+)noncashtaxes
(=)AdjustedFFO
MarginofAFFO%
24
63,613
(19,330)
(11,069)
9,392
42,606
67.0%
8,919
(3,491)
6,080
305
11,813
5,334
47,940
75.4%
5,687
9,392
15,079
23.7%
5,334
10,745
4,555
(3,431)
32,282
50.8%
(4,647)
(23)
(4,670)
49,749
68.6%
(6,080)
5,733
(4,670)
(746)
49,003
67.6%
11,578
305
(4,737)
(23)
11,883
(4,760)
22,201
30.6%
(746)
10,745
(6,080)
5,803
(4,760)
72,532
(22,821)
(9,636)
9,674
12,527
9,674
4,555
(3,431)
33,324
45.9%
Conciliationbetweenmanagerialfinancialinformation
vsfinancialstatements
Aliansce
Consolidated
2009 Financial
statements
SemesterendedJune30,2010
Grossrevenuefromrentalandservices
Taxesandcontributionsandotherdeductions
Netrevenues
Costofrentalsandservices
Grossincome
Operatingincome/expenses
Administrativeandgeneralexpenses
DepreciationandAmortization
Otheroperatingincome/(expenses)
Financialincome/(expenses)
Netincome/(loss)beforetaxesandminorityinterest
Incomeandsocialcontributiontaxes
MinorityInterest
Netincome/(loss)fortheyear
ConciliationofEBITDAandadjustedEBITDA
SemesterendedJune30,2010
Netrevenues
()Costofrentalsandservices
()(+)Operatingincome/(expenses)
(+)DepreciationandAmortization
EBITDA
MARGINEBITDA%
(+)Nonrecurringexpenses
(+)Preoperatingexpenses
(+/)Others
ADJUSTEDEBITDA
MARGINOFADJUSTEDEBITDA%
Netincome
(+)DepreciationandAmortization
(=)FFO
MarginofFFO%
(+/)Nonrecurringexpenses
(+)SWAP
(+)Financialexpensesnotpaid
(+)noncashtaxes
(=)AdjustedFFO
MarginofAFFO%
69.62%Shopping
ViaParque
94,483
(7,322)
87,161
(29,753)
57,408
(16,926)
(1,949)
(349)
(19,224)
(11,174)
27,010
(9,106)
(404)
17,500
Aliansce
Exclusionofincome
Consolidated
from
Frascatti/Cencom 2009 Managerial
(Amountsinthousandsofreais)
(1,806)
9,895
(61)
9,834
(1,806)
(3,405)
1,806
6,429
653
654
44
7,127
7,127
Aliansce
Exclusionofincome
69.62%Shopping
Consolidated
from
ViaParque
2009 Financial
Frascatti/Cencom
statements
(Amountsinthousandsof reais,exceptpercentages)
(1,806)
87,161
9,834
(29,753)
(3,405)
1,806
(19,224)
654
15,122
232
53,306
7,315
61.2%
2,163
(653)
2,163
(653)
55,469
6,662
63.6%
17,500
7,127
15,122
233
32,622
7,360
37.4%
0
2,163
(653)
(8,138)
20,753
5,371
52,771
6,707
60.5%
25
102,572
(7,383)
95,189
(31,352)
63,837
(16,925)
(1,949)
304
(18,570)
(11,130)
34,137
(9,106)
(404)
24,627
Aliansce
Consolidated
2009 Managerial
95,190
(31,352)
(18,570)
15,354
60,622
63.7%
1,510
2,163
(653)
62,132
65.3%
24,627
15,355
39,982
42.0%
1,510
(8,138)
20,753
5,371
59,478
62.5%
CashFlow
AliansceFinancial
Statements
CashFlowStatement
06/30/2010
69.62%ViaParque
06/30/2010
AliansceManagerial
Consolidated
06/30/2010
OperatingActivities
NetProfitfortheperiod
DepreciationandAmortization
Deferredincomeandsocialcontributiontax
Nonrealizedgain/lossinSWAP
StockOptionplan
Interestanmonetaryvarianceonloansandfinancing
17,500
15,122
5,371
(8,138)
173
20,753
7,127
233
Resourcesfromincome
50,781
7,360 58,141
Decrease(increase)inassets
Accountsreceivableclients
Accountsreceivable
Taxesrecoverable
Advances
Othercredits
AmountsreceivedfromFIIVPS
Relatedpartytransactions
4,832
1,948
786
(75)
(349)
(1,797)
6,304
(1,985)
(7,475)
691
(1,106)
(7)
30
(779)
(6,304)
(2,643)
2,639
(320)
(82)
(319)
(2,576)
(1,985)
Increase(decrease)inliabilities
Suppliers
Taxesandcontributionspayable
Otherobligations
DeferredRevenue
MinorityInterest
(13,263)
(11,472)
(1,646)
(2,292)
1,827
320
(546)
85
(137)
(505)
11
(13,809)
(11,387)
(1,783)
(2,797)
1,838
,320
NetCashGeneratedinOperatingActivities
42,350
(661) 41,689
24,627
15,355
5,371
(8,138)
173
20,753
InvestmentActivities
Purchaseofproperty,plantandequipment
Decrease(increase)ininvestments
PurchaseofIntangibleAssets
(404,846) (404,846)
(88,904) 2,418 (86,486)
(283) (283)
NetCashUsedinInvestmentActivities
FinancingActivities
Capitalincrease
Increase(decrease)dividendpayable
IncreaseinLoansandfinancing
DecreaseinRealEstatereceivablecertificates
DecreaseinObligationsforpurchaseofassets
AccountsreceivableCCI
DecreaseinRelatedpartytransactions
426,585
(7,190)
44,071
(5,963)
(30,000)
30,000
422
426,585
(7,190)
44,071
(5,963)
(30,000)
30,000
422
NetCashGeneratedinFinancingActivities
457,925
457,925
Increase(Decrease)inCashandCashEquivalents
6,242
1,757 7,999
CashandCashEquivalentsattheendofthePeriod
CashandCashEquivalentsatthebeginningofthePeriod
15,669
9,427
3,770 19,439
2,013 11,440
IncreaseinCashandCashEquivalents
6,242
1,757 7,999
26
Balancesheet
BalanceSheet
06/30/2010
ASSETS
Current
Cashandcashequivalents
Accountsreceivable
Securities
Taxesrecoverable
Advancestothirdparties
AmountsreceivableCCI
Otherreceivables
TotalCurrentAssets
NonCurrent
Accountsreceivable
Securities
Amountsreceivable
Judicialdeposits
Relatedpartytransactions
Deferredtaxes
Otherreceivables
Investments:
Investments
Property,plantandequipment
Intangibleassets
Deferredcharges
TotalNoncurrentAssets
TotalAssets
LIABILITIES
Current
Loansandfinancing
Realestatecreditnote
Suppliers
Taxesandcontributionspayable
Obligationsforpurchaseofassets
Dividendspayable
Others
TotalCurrentLiabilities
NonCurrentLiabilities
Loansandfinancing
Realestatecreditnote
Obligationsforpurchaseofassets
Relatedpartytransactions
Deferredincome
Provisionforcontingencies
Derivativefinancialinstruments
Deferredincomeandsocialcontributiontax
Otherliabilities
TotalNonCurrentLiabilities
MinorityInterest
Shareholders'Equity
Capital
CapitalReserve
LegalReserve
Accumulatedprofit(losses)
Equityevaluationadjustment
TotalShareholders'Equity
Totalliabilitiesandshareholders'equity
69.62%ViaParque
AliansceFinancialStatements
03/31/2010
06/30/2010
ConsolidationCrossoff
03/31/2010
06/30/2010
15,669
30,212
452,690
3,542
2,197
2,315
506,625
11,664
26,051
481,466
3,598
519
1,839
525,137
1,082
145,506
172
415
20,684
5,540
5,890
1,009
145,506
139
432
19,848
5,908
4,053
172
961,666
261,842
25,566
1,428,535
1,935,160
172
920,277
261,804
26,337
1,385,485
1,910,622
50,243
50,243
57,804
39,172
34,590
9,645
3,336
7,156
7,448
101,347
35,905
19,426
11,436
3,261
7,156
7,190
6,240
90,614
107
346
519
423
1,395
22
412
3,015
3,449
125,623
425,898
52,347
32,223
49,238
10,322
4,201
55,302
3,695
758,849
57,737
110,456
430,385
51,069
31,481
53,304
10,057
11,514
51,610
6,538
756,414
56,234
881
881
803
803
916,342
(23,414)
1,514
36,207
86,578
1,017,227
1,935,160
916,341
(20,620)
1,514
23,919
86,206
1,007,360
1,910,622
657
1,567
3,113
79
38
1,106
1,001
7,561
96,144
(40,616)
55,528
57,804
27
666
1,771
260
77
38
694
3,506
53,138
53,138
56,644
03/31/2010
(145,506)
(145,506)
(145,506)
AliansceManagerial
Consolidated
06/30/2010 03/31/2010
16,326
31,779
455,803
3,621
2,235
1,106
3,316
514,186
12,330
27,822
481,726
3,675
557
2,533
528,643
(145,506)
(145,506)
1,082
172
415
20,684
5,540
5,890
172
1,011,909
261,842
25,566
1,333,272
1,847,458
1,009
139
432
19,848
5,908
4,053
172
973,415
261,804
26,337
1,293,117
1,821,760
39,172
34,590
9,752
3,682
7,156
519
7,871
102,742
35,905
19,426
11,458
3,673
7,156
7,190
9,255
94,063
(145,506)
(44,044)
(44,044)
(44,220)
(44,220)
125,623
425,898
52,347
32,223
49,238
10,322
4,201
11,258
4,576
715,686
57,737
110,456
430,385
51,069
31,481
53,304
10,057
11,514
7,390
7,341
712,997
56,234
52,392
56,644
(96,144)
81,260
(86,578)
(101,462)
(145,506)
(96,144)
81,064
(86,206)
(101,286)
(145,506)
916,342
(23,414)
1,514
76,851
971,293
1,847,458
916,341
(20,620)
1,514
61,231
958,466
1,821,760
96,144
(43,752)
Comparison of the consolidated and managerial financial statements for the periods ended June 30,
2009and2010:
ConsolidatedFinancialStatements
Grossrevenuefromrentalandservices
Taxesandcontributionsandotherdeductions
Netrevenues
Costofrentalsandservices
Grossincome
Operatingincome/expenses
Administrativeandgeneralexpenses
Equityinincome
DepreciationandAmortizationexpenses
Otheroperatingincome/(expenses)
Financialincome/(expenses)
Netincome/(loss)beforetaxesandminorityinterest
Currentincomeandsocialcontributiontaxes
Deferredincomeandsocialcontributiontaxes
MinorityInterest
Netincomefortheperiod
ManagerialFinancialInformation
2Q09
48,628
(3,523)
45,105
(15,699)
29,406
(10,387)
(9,706)
(855)
174
(1,286)
17,733
(1,653)
(3,868)
(96)
12,116
Netrevenues
Costofrentalsandservices
Grossincome
Operatingincome/expenses
Administrativeandgeneralexpenses
Equityinincome
DepreciationandAmortizationexpenses
Otheroperatingincome/(expenses)
Financialincome/(expenses)
Netincome/(loss)beforetaxesandminorityinterest
Currentincomeandsocialcontributiontaxes
Deferredincomeandsocialcontributiontaxes
35,169
(2,596)
32,573
(9,369)
23,204
(4,503)
(6,821)
1,736
(835)
1,417
(19,479)
(778)
(1,473)
4,232
(933)
1,048
38.3%
35.7%
38.5%
67.6%
26.7%
130.7%
42.3%
100.0%
2.4%
87.7%
93.4%
2379.3%
12.2%
191.4%
89.7%
1056.1%
94,483
(7,322)
87,161
(29,753)
57,408
(19,224)
(16,926)
(1,949)
(349)
(11,174)
27,010
(3,735)
(5,371)
(404)
17,500
68,775
(5,162)
63,613
(19,330)
44,283
(11,069)
(12,227)
3,067
(1,664)
(245)
(25,587)
7,627
(4,194)
3,431
(1,177)
5,687
1Q10/1Q09
1H10
1H09
?%
(AmountsinthousandsofReais,exceptpercentages)
2Q10
Grossrevenuefromrentalandservices
Taxesandcontributionsandotherdeductions
MinorityInterest
Netincomefortheperiod
1Q10/1Q09
1H10
1H09
?%
(AmountsinthousandsofReais,exceptpercentages)
2Q10
2Q09
52,092
(3,544)
48,548
(15,615)
32,933
(9,733)
(9,706)
(856)
829
(1,247)
21,953
(1,653)
39,542
(2,620)
36,922
(10,981)
25,941
(1,304)
(6,820)
113
(824)
6,227
(19,492)
5,145
(1,474)
31.7%
35.3%
31.5%
42.2%
27.0%
646.4%
42.3%
100.0%
3.9%
86.7%
93.6%
326.7%
12.1%
(3,868)
(96)
16,336
4,232
(933)
6,970
191.4%
89.7%
134.4%
102,572
(7,383)
95,189
(31,352)
63,837
(18,570)
(16,925)
(1,949)
304
(11,130)
34,137
(3,735)
77,748
(5,216)
72,532
(22,821)
49,711
(9,636)
(12,221)
246
(1,641)
3,980
(25,620)
14,455
(4,182)
(5,371)
(404)
24,627
3,431
(1,177)
12,527
1H10/1H09?%
37.4%
41.8%
37.0%
53.9%
29.6%
73.7%
38.4%
100.0%
17.1%
42.4%
56.3%
254.1%
10.9%
256.5%
65.7%
207.7%
1H10/1H09?%
31.9%
41.5%
31.2%
37.4%
28.4%
92.7%
38.5%
100.0%
18.8%
92.4%
56.6%
136.2%
10.7%
256.5%
65.7%
96.6%
Note:Includestheconsolidationof69.62%oftheinvestmentinViaParqueShoppingandexcludes70%ofShoppingLeblonsresults
forthefinancialstatementsdatedJune30,2009.
28
Central Tel
Fax
Internet
55 (21) 3515-9400
55 (21) 3515-9000
www.kpmg.com.br
To
The Board of Directors and Shareholders of
Aliansce Shopping Centers S.A
Rio de Janeiro - RJ
1. We have reviewed the accounting information included in the individual quarterly financial
information of Aliansce Shopping Centers S.A. (Aliansce or Company) and the
consolidated quarterly information of this Company and its subsidiaries, for the quarter ended
June 30, 2010, which comprises the balance sheet, statements of income, changes in
shareholders equity, cash flows, explanatory notes and the Management report, which are
the responsibility of its Management.
2. Our review was conducted in accordance with the specific standards established by
IBRACON - Brazilian Institute of Accountants, in conjunction with the Federal Accounting
Council (CFC), and mainly consisted of: (a) inquiry and discussion with the officers
responsible for the accounting, financial and operating areas of the Company and of its
subsidiaries, concerning the primary criteria adopted in the preparation of the quarterly
information; and (b) review of the information and subsequent events that have or could have
relevant effect on the financial situation and operations of the Company and its subsidiaries.
3. Based on our review, we are not aware of any material changes that should be made to the
aforementioned quarterly information for it to be in accordance with regulations issued by the
Brazilian Securities Exchange Commission (CVM), applicable to the preparation of quarterly
information.
29
KPMG Auditores Independentes, uma sociedade simples brasileira e firmamembro da rede KPMG de firmas-membro independentes e afiliadas KPMG
International Cooperative (KPMG International), uma entidade sua.
4. As mentioned in Note 3.2, CVM has approved, throughout 2009, several accounting
pronouncements, interpretations and orientations issued by the Accounting Pronouncements
Committee (CPC), which are effective for 2010, and change the accounting practices adopted
in Brazil. As permitted by Deliberation CVM n 603/09, Companys Management opted to
present its Quarterly Information using the accounting practices adopted in Brazil as of
December 31, 2009, and therefore not applying those Standards in force for 2010. As
required by Deliberation CVM n 603/09, the Company has disclosed in note 3.2 this fact, the
description of the main changes which may impact its financial statements for the year
ending, and the reasons which prevent Management to present the estimate of possible effects
on the shareholders equity and statement of income, as required by such Deliberation.
30
MINUTA
Balance sheets
June 30 and March 31, 2010
(In thousands of reais)
Aliansce
Assets
Current assets
Cash and cash equivalents
Securities
Accounts receivable
Dividends receivable
Recoverable taxes
Advances to third-parties
Other receivables
Non-current assets
Accounts receivable
Securities
Amounts receivable
Judicial deposits
Related party transactions
Deferred taxes
Other receivables
Investments:
Investments
Goodwill
Property, plant and equipment
Intangible assets
Deferred charges
Note
5
6
7
8
7
6
20
9
21
6/30/2010
Aliansce Consolidated
3/31/2010
6/30/2010
3/31/2010
4,858
439,678
4,430
2,826
973
1,217
899
2,367
446,581
2,913
2,926
1,051
46
589
15,669
452,690
30,212
3,542
2,197
2,315
11,664
481,466
26,051
3,598
519
1,839
454,881
456,473
506,625
525,137
145,506
8
4,155
1,428
616
145,506
8
4,341
3,915
691
1,082
145,506
172
415
20,684
1,428
5,890
1,009
145,506
139
432
19,848
3,915
4,053
588,880
78,125
994
58,690
1,435
589,038
78,125
992
58,656
1,540
172
961,666
261,842
25,566
172
920,277
261,804
26,337
879,837
882,812
1,424,423
1,383,492
10
11
12
13
Aliansce
Liabilities
Current liabilities
Loans and financing
Real estate credit note
Suppliers
Taxes and contributions payable
Obligations for purchase of assets
Dividends payable
Other liabilities
Non-current liabilities
Loans and financing
Real estate credit note
Obligations for purchase of assets
Related party transactions
Deferred income
Provision for contingencies
Derivative financial instruments
Deferred income and social contribution tax
Debentures
Other liabilities
Total assets
1,334,718
1,339,285
1,931,048
1,908,629
Note
6/30/2010
3/31/2010
6/30/2010
3/31/2010
14
15
16
17
18
32,165
18,530
1,901
227
1,906
31,987
14,642
1,531
158
7,190
1,385
39,172
34,590
9,645
3,336
7,156
7,448
35,905
19,426
11,436
3,261
7,156
7,190
6,239
54,729
56,893
101,347
90,613
11,111
78,807
57,929
2,360
4,201
44,125
57,750
3,595
17,778
82,698
51,343
2,184
11,514
43,848
56,197
6,434
125,623
425,898
52,347
32,223
49,238
10,322
4,201
51,190
3,695
110,456
430,385
51,069
31,481
53,304
10,057
11,514
49,617
6,538
259,878
271,996
754,737
754,421
57,737
56,234
916,342
(23,416)
175
1,514
18,534
17,500
86,578
916,342
(20,622)
2
1,514
18,534
5,385
86,206
14
15
18
9
19
20
15
21
22
Minority interests
Shareholders' equity
Capital
Expenditure with issuance of shares
Capital reserve
Legal reserve
Profit reserve
Retained earnings
Equity evaluation adjustment
31
Aliansce Consolidated
23
916,342
(23,416)
175
1,514
21,569
17,349
86,578
916,342
(20,622)
2
1,514
21,569
5,385
86,206
1,020,111
1,010,396
1,017,227
1,007,361
1,334,718
1,339,285
1,931,048
1,908,629
MINUTA
Statements of income
Semesters ended June 30, 2010 and 2009
(In thousands of Reais, except net income per share)
Aliansce
Note
26
27
28
10
30
Financial income
Financial expenses
Financial income
29
29
21
Minority interest
Net income for the period
Net income for the period per share - R$
Number of shares at the end of the period
32
6/30/2010
Aliansce Consolidated
6/30/2009
6/30/2010
6/30/2009
30,191
(1,658)
27,593
(1,487)
94,483
(7,322)
68,775
(5,162)
28,533
26,106
87,161
63,613
(19,023)
(17,086)
(29,753)
(19,330)
9,510
9,020
57,408
44,283
(15,430)
19,306
(72)
(671)
(10,439)
23,570
(46)
(1,952)
(18,679)
(196)
(349)
(13,762)
3,067
(129)
(245)
3,133
11,133
(19,224)
(11,069)
(16,266)
23,915
(20,459)
2,562
(37,315)
26,141
(31,042)
5,455
7,649
(17,897)
(11,174)
(25,587)
20,292
2,256
27,010
7,627
(2,943)
3,431
(9,106)
(763)
(404)
(1,177)
17,349
5,687
17,500
5,687
0.12
0.06
0.13
0.06
139,467,170
89,821,406
MINUTA
Capital
Capital
reserve
Legal
reserve
Unrealized
profit
reserve
Retained
earnings
(losses)
552,080
(4,371)
Capital increase
552,083
Equity
evaluation
adjustment
Total
72,443
620,152
5,687
5,687
8,842
8,842
1,316
81,285
634,686
466,342
1,514
21,569
82,417
571,844
450,000
450,000
17,349
17,349
(23,416)
(23,416)
173
173
4,161
4,161
916,342
(23,241)
1,514
21,569
17,349
86,578
1,020,111
33
MINUTA
Aliansce
06/30/2010
Operational activities
Net income for the year
Adjustments to net income arising from:
Depreciation and amortization
Equity in income of subsidiaries
Income (loss) in investments
Stock options granted
Deferred income and social contribution taxes
Interest an monetary variance on loans and financing
Unrealized SWAP fair value
Aliansce Consolidated
06/30/2009
06/30/2010
06/30/2009
17,349
5,687
17,500
5,687
365
(19,306)
173
2,943
4,852
(8,138)
323
(23,570)
804
(3,431)
1,962
-
15,122
173
5,371
20,753
(8,138)
9,392
(3,067)
(1,856)
(3,431)
4,555
-
(1,762)
(18,225)
50,781
11,280
1,480
15,432
(286)
(129)
2,746
6,304
765
(487)
1,330
(531)
(17)
2,885
13,396
528
1,948
786
(75)
(349)
(1,797)
6,304
(1,985)
911
2,739
(701)
(314)
4
(3,371)
13,396
(5,271)
26,312
17,104
4,832
7,393
(124)
84
(3,554)
325
-
(955)
22
277
1,004
-
(11,472)
(1,646)
(2,292)
1,827
320
268
(938)
1,586
4,047
15,347
(3,269)
348
(13,263)
20,310
21,281
(773)
42,350
38,983
Investments
Investment/(Redemption of) in securities
Purchase of property, plant and equipment
(Acquisitions)/sale of investments
Purchase of intangible assets
(417,029)
(133)
(38,465)
(181)
11,010
(204)
(27,664)
-
(404,846)
(88,904)
(283)
(9,848)
(107,343)
2,378
(2,588)
(455,808)
(16,858)
(494,033)
(117,401)
Financing activities
Capital increase
Expenditure with issuance of shares
Increase (decrease) of dividends payable
Payment of loans and financing - Short and long term
Dividends paid
Payment of obligations for purchase of assets
Decrease on accounts receivable - CRI
Increase (decrease) in related party transactions
Increase (decrease) in debentures
450,000
(23,415)
(7,190)
(13,315)
(2,090)
30,000
3,740
-
3
(83,668)
10,744
40,931
49,770
450,000
(23,415)
(7,190)
44,071
(5,963)
(30,000)
30,000
422
-
3
(73,129)
157,763
(2,868)
(2,244)
-
437,730
17,780
457,925
79,525
3,203
149
6,242
1,107
4,858
1,654
2,913
2,764
15,669
9,427
9,887
8,780
3,204
149
6,242
1,107
34
Operations
a. Controlling interest
Aliansce Shopping Centers S.A. (Aliansce or the Company) is a publicly-held company,
and was established as from an association among Nacional Iguatemi group, operating in the
Shopping Centers segment since 1976, General Growth Properties, Inc. (GGP), owner of
shopping centers and manager of third party ventures in the United States of America, and
Gvea Investment Master Fund Ltd. (GIF) and other investment vehicles managed by GIF
Gesto de Investimentos e Participaes Ltda. (Gvea Investimentos Group), by way of its
fund named GBPFIP.
The Companys main activity is to participate directly or indirectly in the economic
exploration of commercial centers, shopping centers and alike, and it may take part in other
companies in the capacity of partner or shareholder, as well as the render of commercial
advisory services, management of shopping centers and condominium management in
general.
35
3.1
36
b. Accounting estimates
The preparation of the financial statements in accordance with accounting practices adopted
in Brazil requires that Companys Management uses its judgment in determining and
recording accounting estimates. Assets and liabilities subject to these estimates and
assumptions include, when applicable, provision for impairment of assets, allowance for
doubtful accounts, deferred tax assets, provision for contingencies, and measurement of
financial instruments. The settlement of transactions involving these estimates may result in
significantly different amounts due to the lack of precision inherent to the process of their
determination. The Company reviews the estimates and assumptions at least once a year.
c. Financial instruments
Non-derivative financial instruments include interest earning bank deposits, investments in
debt and equity instruments, accounts receivable and other receivables, including cash and
cash equivalents, loans and financing, as well as other accounts payable and other debts.
Non-derivative financial instruments are initially recognized at fair value plus, for
instruments that are not stated at fair value through profit or loss, any directly attributable
transaction costs. After the initial recognition, the non-derivative financial instruments are
measured as described below.
37
38
39
Intangible assets
Goodwill based on the expected future profitability was reclassified from the investments
accounts group to the intangible assets specific accounts group.
Intangible assets acquired separately are measured upon the initial recognition at cost and,
subsequently, deducted from accumulated amortization and impairment losses, when
applicable. Goodwill arising from acquisitions of investments carried out up to December 31,
2008, which has future profitability as its economic basis, was amortized on a straight-line
basis for ten years, since the dates of operations which gave rise to them accordingly. As
from January 1, 2009, they are no longer amortized, and are submitted to an annual
impairment test (Note 12).
Deferred charges
Represented by costs incurred in the pre-operating phase. Amortization is being recorded on
a straight-line basis at rates ranging from 10% to 20% per year.
The Company has opted for providing the balance of deferred charges as of December 31,
2008 until its total realization by way of amortization.
Asset impairment
Property, plant and equipment, intangible and deferred assets are subjected to an impairment
test, at least on an annual basis, in case there are indicators of loss of value. Intangible assets
with undefined useful life are subjected to impairment annually regardless of whether there
are indicators of any loss.
Other current and noncurrent assets
Stated at their net realization value.
40
h. Provisions
Provisions are recognized in the balance sheet when the Company has a legal or constructive
obligation as a result of a past event, and it is probable that an outflow of economic benefits
will be required to settle the obligation. Provisions are recorded considering the best
estimates of the risk involved.
41
3.2
42
CPC 20 - Borrowing costs: Specifies that borrowing costs directly attributable to the acquisition,
construction, or production of qualified assets for their capitalization are a part of that assets
costs.
CPC 22 - Segment reporting: Specifies how the entity must disclose information regarding its
operating segments in the financial statements.
CPC 23 - Accounting policies, changes in accounting estimates and errors: Defines the criteria
for the selection, alteration and disclosure of account policies, for alterations in accounting
estimates and for error corrections.
CPC 24 - Subsequent events: Defines when the entity shall adjust its financial statements
regarding events subsequent to the accounting period they relate and the information that the
entity shall disclose regarding the date on which the authorization for the issuance of the financial
statements and events subsequent to the accounting periods they relate was granted.
CPC 25 - Provisions, contingent liabilities and contingent assets: Provides for the application of
recognition criteria and measuring bases appropriate for provisions and contingent assets and
liabilities, with the disclosure of sufficient information in the explanatory notes to allow users to
understand their nature, adequacy, and value.
CPC 26 - Presentation of financial statements: Defines the base for submission of the financial
statements, including individual and consolidated, to ensure a comparison basis for previous
periods financial statements, of the same entity as well as for other entities financial statements.
CPC 27 - Property, plant and equipment: Specifies the accounting treatment for property, plant
and equipment and the disclosure of changes is this investment and information that allow the
understanding and analysis of this group of accounts. The key aspects to be considered in the
bookkeeping of fixed assets are asset recognition, determination of their book values and the
amounts of depreciation expenses and devaluation losses in connection with these items.
43
CPC 28 - Investment property: Specifies that the initial measurement of an investment property is
its cost and its subsequent measurement depends on the accounting policy adopted by the entity
(cost or fair value method). In the fair value method, changes in the fair value of the investment
property are directly recognized in income (loss) for period in which they occur. Additionally, the
statement defines general and specific disclosing requirements for each measurement method
selected by the entity.
CPC 30 - Revenues: Specifies that revenues should be recognized when it is likely that there will
be future economic benefits to an entity and that such benefits may be measured reliably; and
they should be measured at the fair value of the benefits received or receivable. The
pronouncement identifies the circumstances under which such criteria will be fulfilled so that
revenues are recognized, and also provides practical guidance in the application of these criteria.
CPC 32 - Taxes on income: Provides on how to record current and future tax effects for: (a)
future recovery (settlement) of the book value of assets (liabilities) recognized in an entitys
balance sheet; And (b) operations and other events in the current period that are recognized in an
entitys financial statements. An entity should record tax effects of transactions and other events
in the same way as it records its own transactions and other events. It also deals with recognition
of deferred tax assets arising from unused tax losses or unused tax credits, , the submission of
taxes on profits in the financial statements, and the disclosure of information with regard to taxes
on profits.
CPC 36 - Consolidated statements: Specifies the circumstances under which an entity should
consolidate the financial statements of another entity (a subsidiary), the accounting effects of
changes in the parent companys relative share of the subsidiary, and the loss of control over the
subsidiary and information that should be disclosed in order to allow users of financial statements
to assess the nature of the relation between an entity and its subsidiaries.
44
CPC 37 Initial adoption of international accounting standards: Its purpose is to ensure that an
entitys first consolidated financial statements according to the IASB - International Accounting
Standards Board standards contain high-quality information; and that is transparent to users and
comparable in relation to all periods presented; constitutes an adequate starting point for
bookkeeping in accordance with IFRS; and may be created at a cost that does not exceed the
benefits. This pronouncement limits some of the alternatives in the original IASB standard (IFRS
1).
CPC 38, 39 and 40: CPC 38 Financial instruments: Recognition and measurement, defines the
principles for recognizing and measuring financial assets, financial liabilities, and a number of
purchase and sale agreements of non-financial items. It also defines requirements for the
segregation of embedded derivatives, rules for derecognition of a financial liability and for the
recording of hedge transactions. The requirements to submit financial instruments are found in
Technical Statement CPC 39 - Financial Instruments: Presentation and requirements for
disclosing information on financial instruments are found in Technical Statement CPC 40 Financial Instruments: Disclosures.
ICPC 10 - Clarification regarding CPC 27 and CPC 28: Explains the following topics: (a) initial
and regular review process of depreciation rates and residual value of fixed assets; (b)
requirements for the regular review process; (c) likelihood of attributing a new cost to fixed
assets and investment property in order to agree with international standards; (d) likelihood, as
provided in Statement CPC 28 of using of the cost or fair value criterion for the asset Investment
Property.
45
The assets, liabilities and results of the pro-indiviso condominiums are presented in the
consolidated quarterly information in proportion to Aliansces indirect interest in the
condominium (via subsidiaries and joint-controlled subsidiaries).
03/31/2010
Net Shareholders
income
equity
5,385
-
Shareholders
equity
Parent company
Sales expense recorded in assets (1)
Financial income recorded in deferred
income (2)
17,349
168
(17)
322
339
Consolidated
17,500
1,017,227
5,385
1,007,362
46
1,020,111
(3,206)
Net income
1,010,396
(3,373)
(1) Amount referring to sales expenses of the stores of 2008 Empreendimentos Comerciais S.A.
and Shopping Boulevard Belm S.A., for the period from January 1 to December 31, 2008,
recorded at asset cost pursuant to CPC 06 that started being amortized during the second
quarter of 2010.
(2) Amount referring to the financial income arising from the short-term investment of the
available cash at 2008 Empreendimentos Comerciais S.A., for the period from
January 1 to December 31, 2008, recorded in deferred income, considering the pre-operating
stage of this company. Those revenues were recognized in the income during the second
quarter of 2010.
Cash
Banks checking account
Aliansce Consolidated
06/30/2010
03/31/2010
06/30/2010
03/31/2010
1,364
3,494
1,598
769
3,649
12,020
8,014
3,650
4,858
2,367
15,669
11,664
The Company includes in Cash and cash equivalents cash in hand and bank deposits. The
financial investments of the Company and its subsidiaries are recorded under Securities due to
the Management understands that they do not fit in the definition of cash and cash equivalent, in
accordance with CPC 03.
47
Securities
Aliansce
Current
Non-current
Aliansce Consolidated
06/30/2010
03/31/2010
06/30/2010
03/31/2010
1,064
16,885
13,536
5,103
18,419
930
617
2,364
23,041
18,089
401
5,106
48,347
106,408
57,402
156,970
100,978
(29)
89,551
50,026
129,080
140,890
(24)
107,419
57,948
158,462
101,938
(29)
89,551
50,026
129,080
140,890
(24)
145,506
145,506
145,506
145,506
585,184
592,087
598,196
626,972
439,678
145,506
446,581
145,506
452,690
145,506
481,466
145,506
48
d. Debentures
The debentures issued by Ita BBA, Bradesco and BNB are remunerated at the rate of 98% to
100,8% of CDI (March 2010: between 99.5% and 100,8% of CDI), with an option to
repurchase favor of the Company, and have maturities between February 2011 and March
2012 (March 2010: June 2010 and March 2012). These securities are classified as financial
assets measured at fair value through results for the purpose of selling in the short term and
therefore were classified as current assets.
49
Investments
Remuneration
Maturity
101.5% to 110.0%
of CDI
102.5% to 112.0%
of CDI
100.5% to 101.0%
of CDI
June to
September 2010
June 2010 to
January 2011
March 2011 to
March 2012
July 2010 to
March 2015
% SE 06/30/2010
Financial institutions:
Post-fixed CDB
Post-fixed CDB Early
settlement
Debentures
Government bonds
SELIC
25.2%
107,419
13.7%
57,948
37.2%
158,462
23.9%
101,938
100.0%
(-) Management fee
(29)
Total
100.0%
50
425,738
The Company aims to manage its cash seeking a balance between liquidity and profitability,
considering the investment plan for the next years. We follow the guidelines below to make
our strategy possible:
% SE
06/30/2010
Daily
1 to 90 days
91 to 180 days
180 days +
70.5%
14.9%
4.4%
10.1%
300,362
63,636
18,814
42,955
100.0%
425,767
Total
Invest the cash in high quality financial instruments with good market liquidity (Bank
Deposit Certificates, RDBs, Debentures, Investment Funds, government bonds, amoung
others):
Allocation by institution:
Ita
Bradesco
Government bonds
PactualB
Votorantin
ABC
Santander
Other
Total
% SE
21.3%
23.6%
23.9%
8.2%
5.5%
5.2%
4.2%
8.1%
06/30/2010
100.0%
425,767
90,739
100,306
101,938
34,916
23,288
22,082
17,986
34,512
Invest the Companys funds in prime financial institutions and government bonds with
investment grade minimum rating issued by the largest global rating agencies
(Moodys, Austin, S&P, Fitch);
51
03/31/2010
1,476,354
69.62%
1,476,354
69.62%
145,506
(6,305)
6,305
145,506
(5,740)
5,740
145,506
145,506
52
Accounts receivable
Aliansce
06/30/2010
Rental and services receivable
Assignment of Usage rights - CDU
receivable
Condominium dues receivable
Current
Non-current
Aliansce Consolidated
5,074
3,334
30,850
27,588
283
305
2,866
5,717
2,874
5,613
5,357
3,639
39,433
36,075
(927)
(726)
(8,139)
(9,015)
4,430
2,913
31,294
27,060
4,430
-
2,913
-
30,212
1,082
26,051
1,009
Allowance for doubtful accounts is formed with a basis on the Management estimate at an
amount considered adequate to cover possible losses arising on collection of accounts receivable,
considering the historical losses recorded by the Company.
53
Aliansce Consolidated
03/31/2010
06/30/2010
03/31/2010
3,960
404
224
769
2,007
521
180
931
23,242
2,141
3,270
10,780
17,637
3,613
1,883
12,942
5,357
3,639
39,433
36,075
Dividends receivable
Aliansce
Aliansce Consolidated
06/30/2010
03/31/2010
06/30/2010
03/31/2010
147
2,679
247
2,679
2,826
2,926
54
Parent company
03/31/2010
Noncurrent
assets
Noncurrent
liabilities
Noncurrent
assets
Noncurrent
liabilities
(17,454)
(10,003)
(17,542)
(338)
-
5
-
(16,986)
(10,003)
(10,714)
(338)
(700)
27
110
-
(850)
(11,742)
-
27
300
-
(850)
(11,742)
(10)
3,994
15
Subsidiaries:
Boulevard Shopping Belm S.A.
Yangon Participaes Ltda.
Nibal Participaes Ltda.
SDT 3 Centro Comercial Ltda.
Acapurana Participaes Ltda.
RRSPE Empreendimentos e Participaes
Ltda.
Albarpa Participaes Ltda.
Aliansce Assessoria Comercial Ltda.
Aliansce Services Ltda.
Other related parties:
NRG Empreendimentos Ltda.
Other
3,994
24
4,155
55
(57,929)
4,341
(51,343)
06/30/2010
Consolidated
Subsidiaries:
Aliansce Shopping Centers S.A.
Aliansce Ass. Comercial Ltda.
Boulevard Shopping Belm
Shared control:
Shopping Iguatemi Salvador
Shopping Taboo
Shopping Grande Rio
Shopping Campina Grande
Boulevard Shopping Braslia
Other
FIIVPS
Affiliates:
Colina Shopping Centers Ltda.
Administradora Carioca Ltda.
C.P. Center Osasco
Expoente 1000
Other related parties:
Carrefour
Amrica Futebol Clube
Multiplan
NRG Empreendimentos Ltda.
Status
Other
Noncurrent Non-current
assets
liabilities
03/31/2010
Transactio
n/Result
Noncurrent
assets
15
3,065
731
-
10
1,876
467
(207)
762
(883)
(412)
(392)
(168)
(108)
(746)
(1,087)
785
(458)
(221)
(229)
(86)
(106)
(323)
(713)
43
745
22
438
(2,290)
-
43
759
22
276
(2,290)
-
3,908
4,534
3,994
5,818
405
(29,859)
(74)
-
3,908
3,984
3,994
5,662
405
(29,117)
(74)
-
20,684
(32,223)
(31,481)
56
19,848
The main balances of assets and liabilities on June 30, and March 31, 2010 as well as transactions
that have influenced the income for the periods, related to operations with related parties, resulted
from transactions between the Company, jointly-controlled subsidiaries, subsidiaries, associated
companies and other related parties, as follows:
On September 30, 2008, the Company leased the notional fractions belonging to Nibal, its
wholly-owned subsidiary (that holds 41.59% of Condomnio Naciguat and 38.0% of
Shopping Taboo), and became the receiver of their revenues by means of a transaction
which resulted in the Companys first CCI issuance, of R$ 200,000 million, as disclosed in
Note 15;
The liability balance of Aliansce with Albarpa refers to the loan operation with Barpa
(company merged by Albarpa on December 31, 2009), with no remuneration and no
maturity, whose funding occurred up to December 2009, in the amount of R$11,742 on June
30, 2010 (R$11,742 on March 31, 2010:);
The liability balance of Aliansce with Yangon Participaes Ltda. (Yangon ) refers to the
loan operation, with no remuneration and no maturity, entered into both companies, whose
funding occurred during the year 2009, in the amount of R$10,003 ( R$10,003 on March 31,
2010:);
The liability balance of Aliansce with Boulevard Belm refers to the loan operation, with
remuneration of TR + 12.3561% p.a. and no maturity, entered into both companies, whose
funding occurred in February 2009, in the amount of R$ 17,454 on June 30, 2010 (R$16,986
on March 31, 2010:);
On February 27, 2009 Matisse leased the notional fractions of Shopping Boulevard Belm
belonging to Boulevard Belm S.A, and became the receiver of its rental revenues by means
of a transaction which resulted in the Companys CCI issuance, of R$150,000, as disclosed in
Note 15;
On June 30 and March 31, 2010, Aliansce has credits with NRG Empreendimentos Ltda in
the amount of R$3,994 regarding investments made in the acquisition of Boulevard Shopping
S.A.;
57
As mentioned in Note 2, in 2009 the Company issued R$49,632 million in debentures under
the same contractual conditions as the CRI operation entered into Boulevard Belm and
Matisse, acquired in its entirety by Boulevard Belm;
As mentioned in Note 18(1), on June 30, 2010, Boulevard Shopping has a liability with
Amrica Futebol Clube resulting from purchase of land in the amount of R$ 7,156;
The subsidiary Boulevard Belm has a positive balance in the amount of R$5,818 on June 30,
2010 (R$5,661 on March 31, 2010) related to a loan, remunerated at TR + 12.3561% p.a.
with no maturity, Status Construes Ltda;
The transactions/results refer to the management fee charged from the condominiums by the
administrators Aliansce and Niad, which correspond to a monthly fixed amount of,
approximately, R$20 per condominium (R$20 on March 31, 2010), or 5% of the monthly
budget of the condominium. Furthermore, it contemplates any amounts payable charged by
the administrators upon the expansion of the shopping malls;
The positive balances with Amrica Futebol Clube (MG) and Carrefour refer to advances
made on account of the construction of the Boulevard Shopping building in Belo Horizonte,
Minas Gerais; and
In the first semester of 2010, directors fees totaled approximately R$5,864 in consolidated
and were recorded as expenses. On June, 30 the Company had a compensation policy based
on shares, as disclosed in Note 32.
58
10
Investments
a. Subsidiaries
Investment in
ventures/shopping centers
Subsidiaries/Jointly
controlled subsidiaries
Yangon Participaes
Ltda.
Investment of
the Company
99.99%
Investment in
ventures/
shopping centers
06/30/2010
03/31/2010
Investee
business activity
Shopping Boulevard
Belm S.A.
75.0%
75.0%
Owner company
of 100.0% of Shopping
Boulevard Belm. Aliansce
held 75% of Shopping
Boulevard Belm S.A. on
December 31, 2008
Matisse Participaes
S.A.
75.0%
75.0%
Shopping Center
Shopping Iguatemi
Salvador Condomnio Naciguat
41.59%
41.59%
Shopping Center
Acapurana
Participaes Ltda.
99.99%
99.99%
Owner company of
50% of Santana Parque
Shopping
Shopping Taboo
38.0%
38.0%
Shopping Center
44.58%
44.58%
Commercial space
Shopping Campina
Grande
30.52%
30.52%
Shopping Center
Shopping Iguatemi
Salvador Condomnio Riguat
56.51%
56.51%
Shopping Center
40.0%
Owner company
of 50% of Shopping
Grande Rio
SCGR
Empreendimentos e
Participaes S.A. (1)
59
40.0%
Investment in
ventures/shopping centers
Subsidiaries/Jointly
controlled subsidiaries
Investment of
the Company
99.99%
SCGR Empreendimentos
e Participaes S.A. (1)
Albarpa Participaes
Ltda.
Alsupra Participaes
Ltda.
RRSPE
Empreendimentos e
Participaes Ltda.
10.0%
99.99%
99.99%
70.0%
99.99%
Investment in
ventures/
shopping centers
06/30/2010
03/31/2010
Investee
business activity
100.0%
100.0%
Commercial space
50.0%
50.0%
Shopping Center
Carioca Shopping
40.0%
40.0%
Shopping Center
Caxias Shopping
40.0%
40.0%
Shopping Center
Supershopping
Osasco
31.52%
31.52%
Shopping Center
BSC Shopping
Centers S.A.
30.0%
30.0%
Shopping Center
Shopping Center
Boulevard
100.0%
Shopping Iguatemi
Salvador Condomnio Riguat
14.98%
14.98%
Shopping Center
100.0%
Shopping Center
2008 Empreendimentos
Comerciais (1)
50.0%
Boulevard Shopping
Braslia
100.0%
100.0%
Shopping Center
BSC Shopping
Centers S.A.
70.0%
Bangu Shopping
100.0%
100.0%
Shopping Center
38.0%
60
Investment in
ventures/shopping centers
Subsidiaries/Jointly
controlled subsidiaries
Investment of
the Company
Investment in
ventures/
shopping centers
06/30/2010
03/31/2010
Investee
business activity
Manati
Empreendimentos e
Participaes (1)
50.0%
rsula
75.0%
75.0%
Shopping Center
NIAD Administrao
Ltda.
100.0%
Colina Shopping
Center Ltda (1)
50%
50.0%
Aliansce Assessoria
Comercial Ltda.
100.0%
Aliansce Services
general
administrative services
Shopping Santa
100.0%
Shared service center
-
Aliansce
Estacionamentos Ltda
Haleiwa
Empreendimentos
Imobilirios Ltda. (1)
(1)
100.0%
-
Land in Macei
100.0%
100.0%
Shopping Center
50.0%
SCGR, SDT3, 2008 Empreendimentos, Manati, Colina and Haleiwa are consolidated by the proportional consolidation method
since they are joint-controlled subsidiaries.
61
b. Composition of balances of investments and goodwill based on the appreciation of the property
Aliansce - At June 30, 2010
Company
Nibal Participaes Ltda.
Albarpa Participaes Ltda.
Shopping Boulevard S.A.
Yangon Participaes Ltda.
BSC Shopping Centers S.A.
Alsupra Participaes Ltda.
Manati Empreendimentos e
Participaes
SCGR Empreendimentos e
Participaes S.A.
Haleiwa Empreendimentos
Imobilirios Ltda.
2008 Empreendimentos
Comerciais S.A.
RRSPE Empreendimentos e
Participaes Ltda.
Aliansce Assessoria
Comercial Ltda.
Capital
Quantity of
shares/quotas
held
Shareholders
equity
Income
(loss)
Interest %
Investment
AFAC
Goodwill/
Negative
goodwill
81,228
118,026
14,229
42,559
110,257
30,401
8,122,800
118,026
70
42,559
11,025
30,401
131,180
121,862
128,895
47,658
119,832
29,737
4,878
3,957
(925)
5,335
7,664
(662)
100.00%
100.00%
70.00%
100.00%
70.00%
100.00%
100,200
121,235
6,325
47,658
83,883
29,737
30,980
628
96,039
-
51,336
21,443
63,854
2,592
50.00%
21,503
18,827
180
25,380
10.00%
28,365
13,418
28,452
(92)
15,001
571
34,844
6,442
6,442
10
10
Total
06/30/2010
Total
03/31/2010
44,647
19,674
-
175,827
121,863
102,364
67,332
83,883
29,737
175,622
120,746
102,763
69,423
82,421
29,675
10,425
31,928
31,444
2,538
13,888
16,426
16,143
50.00%
14,227
14,227
14,079
22
50.00%
6,028
8,065
14,093
15,238
7,031
577
100.00%
7,031
7,031
7,131
909
14
100.00%
899
10
909
874
62
4,640
Company
Niad Administrao Ltda.
Aliansce Services
Aliansce Parking Lot
SDT 3 Centro Comercial Ltda.
(1)
Capital
Quantity of
shares/quotas
held
Shareholders
equity
Income
(loss)
Interest %
Investment
AFAC
Goodwill/
Negative
goodwill
100
803
10
78
100
803
10
3
447
931
45
124
712
128
35
382
100.00%
100.00%
100.00%
38.00%
446
931
45
47
(84)
-
442,733
146,147
78,125
Total
06/30/2010
Total
03/31/2010
362
931
45
47
680
883
41
667,005
667,163
Goodwill/(Negative Goodwill)
Goodwills recorded in Aliansce related to interest in Nibal, Yangon and SCGR arise from the appreciation of properties. These refer to Shopping Iguatemi Salvador - Condomnio Naciguat, Shopping
Iguatemi Salvador - Condomnio Riguat and Shopping Center Grande Rio, respectively, and are based on appraisal reports issued by independent experts. These assets were reclassified as fixed assets
in the consolidated and are depreciated based on the depreciation rates of assets to which they refer and have their recoverability tested at least once a year.
63
c. Movement of investments
Aliansce - At June 30, 2010
Company
Nibal Participaes Ltda.
Albarpa Participaes Ltda.
Shopping Boulevard S.A.
Yangon Participaes Ltda.
BSC Shopping Centers S.A.
Alsupra Participaes Ltda.
Manati Empreendimentos e Participaes (1)
SCGR Empreendimentos e Participaes S.A.
Haleiwa Empreendimentos Imobilirios Ltda.
2008 Empreendimentos Comerciais S.A.
RRSPE Empreendimentos e Participaes Ltda.
Aliansce Assessoria Comercial Ltda.
Balance
12/31/2009
168,143
118,906
103,012
66,995
84,349
1
31,075
15,962
13,982
13,511
6,854
886
64
5,357
30,399
1,684
290
571
10
4,877
3,957
(648)
5,337
5,366
(663)
(831)
464
(45)
11
577
13
Dividends
Balance
06/30/2010
Balance
03/31/2010
(2,550)
(1,000)
(5,000)
(5,832)
(400)
-
175,827
121,863
102,364
67,332
83,883
29,737
31,928
16,426
14,227
14,093
7,031
909
175,622
120,746
102,763
69,423
82,421
29,675
31,444
16,143
14,079
15,238
7,131
874
Company
Niad Administrao Ltda.
Aliansce Services
Aliansce Estacionamento
SDT 3 Centro Comercial Ltda.
Balance
12/31/2009
301
30
803
10
-
711
128
35
17
624,007
39,124
19,306
Dividends
Balance
06/30/2010
Balance
03/31/2010
(650)
-
362
931
45
47
680
883
41
667,005
667,163
(15,432)
(1) The equity in income of the subsidiary Manati refers to its net income from January to June, 2010 plus the result of December 2009, which was
not recorded in the financial statements of December 31, 2009.
65
11
4 &10
20
10
10
-
66
Aliansce
Aliansce Consolidated
917
119
14
365
(423)
157,480
595,156
1,916
2,818
14,993
265,980
4,458
(81,135)
157,472
580,010
1,826
1,881
12,781
236,243
4,458
(74,394)
994
992
961,666
920,277
Aliansce
Aliansce Consolidated
994
992
207,790
117,691
248,591
55,894
109,013
33,801
20,338
28,653
22,427
2,294
20,475
18,156
33,852
13,683
7,809
5,441
4,309
3,301
8,148
209,087
116,392
206,694
56,440
108,316
33,970
20,436
28,495
22,494
2,325
20,676
18,010
34,062
13,640
7,871
5,507
4,360
3,340
8,162
994
992
961,666
920,277
(*) Shopping centers under construction, whose opening is expected to happen between 2010 and 2012.
During the quarter ended on June 30, 2010, the Company did not identify any asset impairment
indicator.
67
12
Intangible assets
Aliansce
Aliansce Consolidated
Useful life
06/30/2010
03/31/2010
Undefined
Undefined
Undefined
Undefined
30,000
14,416
4,266
4,160
30,000
14,416
4,266
4,160
30,000
58,266
4,266
4,160
30,000
58,266
4,266
4,160
Undefined
Undefined
Undefined
Undefined
36,630
9,708
107,888
1,242
36,630
9,708
107,888
1,242
Intangible assets:
Right of use of parking lot (1)
Trademarks and patents
Undefined
Undefined
5,523
-
5,523
-
6,673
5
6,673
5
343
(52)
2,675
479
(150)
2,675
408
(117)
58,656
261,842
261,804
25 years
5 years
397
(72)
58,690
06/30/2010
03/31/2010
(1) Refers to the right to use the parking lots of Santa rsula and Iguatemi Salvador shopping centers, and
do not have an expiry date; therefore, they are not amortized.
(2) Refers to the right to build acquired by Shopping Boulevard S.A, that belongs to the company Deciso
Empreendimentos e Construes Ltda., that grants rights to do surveys, studies and negotiations in the
area of the property located in Belo Horizonte. Additionally , the transfer of the right to build is
regulated by Law 7,165, of August 27, 1996 and Decree 9616, of June 26, 1998.
68
The goodwill based on future returns do not have a determined useful life, and hence are not
amortized. The Company tests these assets recoverable value annually by mean of an
impairment test.
The rights to exploit parking facilities have no expiry terms, and for this reason the Company
does not define a useful life for these assets. The Company tests these assets recoverable value
annually by mean of an impairment test.
The other intangible assets with defined useful life are amortized by the straight-line method
based on the table above.
The goodwill amounts calculated for interest in entities are based on the expectation of future
profitability of the acquired asset. These assets were amortized up to December 31, 2008 and, as
from January 1, 2009, were no longer amortized.
13
Deferred charges
Aliansce
Aliansce Consolidated
06/30/2010
03/31/2010
06/30/2010
03/31/2010
Preoperating expenses
Accumulated amortization
2,100
(665)
2,100
(560)
38,127
(12,561)
38,127
(11,790)
Net amount
1,435
1,540
25,566
26,337
69
14
Financial institution
Borrowing company
Maturity
Index
In local currency:
Unibanco
Banco do Brasil
Bradesco
BNB
Ita BBA/BNDES
Ita BBA/BNDES
Bradesco
SAFRA
ABN AMRO REAL
Aliansce
Aliansce
Albarpa
Nibal
SCGR
SCGR
Boulevard Shopping
Nibal
Boulevard Shopping S.A.
November 2011
December 2010
December 2018
April 2013
June 2015
April 2017
November 2021
November 2015
April 2013
CDI +
TR +
TJLP +
TJLP +
TR +
IGP DI +
TJLP +
Current
Non-current
70
Annual
Aliansce
Aliansce Consolidated
interest
rate 06/30/2010 03/31/2010 06/30/2010 03/31/2010
1.87%
12.95%
10.80%
10.00%
4.95%
4.45%
11.39%
5.70%
37,881
5,395
-
44,533
5,232
-
37,881
5,395
16,884
3,162
1,801
2,421
95,975
928
348
44,533
5,232
16,860
3,443
1,892
2,512
70,548
963
378
43,276
49,765
164,795
146,361
32,165
11,111
31,987
17,778
39,172
125,623
35,905
110,456
Guarantees: Promissory notes, escrow of credit rights, mortgage on fraction of property and the
collateral signature of the partners.
The loans and financing disbursement schedule is presented below:
2010
2011
2012
2013
2014
2015
After 2015
15
06/30/2010
03/31/2010
21,760
23,969
20,856
12,640
12,207
12,026
61,337
26,942
19,421
21,393
10,444
10,033
9,919
48,209
164,795
146,361
Aliansce Consolidated
06/30/2010 03/31/2010
Real estate credit note - R$200,000 (1)
Real estate credit note - R$150,000 (2)
Real estate credit note R$70,000 (3)
Real estate credit note - R$30,000 (4)
(-) Issuance cost
Current
Non-current
06/30/2010 03/31/2010
70,486
30,261
(3,410)
70,549
30,282
(3,491)
202,787
176,115
70,486
30,261
(19,161)
200,000
171,044
70,549
30,282
(22,064)
97,337
97,340
460,488
449,811
18,530
78,807
14,642
82,698
34,590
425,898
19,426
430,385
71
R$200,214
120 months
Asset - Aliansce
13%p.a.
Liability Aliansce
2010
2011
2012
2013
2014
2015
After 2015
06/30/2010
03/31/2010
7,001
11,698
16,650
19,672
23,171
27,158
97,437
491
14,836
16,650
19,672
23,171
27,158
98,022
202,787
200,000
During the transactions first two years, the agreement provides payment of small
installments of principal and six-monthly interest. As of October 2010, the principal and
interest payments will comply with a schedule defined contractually.
Considering the costs for structuring this transaction, the effective interest rate was
recalculated at RT + 11.3562% p.a.
(2) Real Estate Credit Notes (CCI) of R$150,000
On February 27, 2009, the Company completed the funding of the amount of approximately
one hundred and fifty million reais (R$150,000), by means of a financial operation involving
its subsidiary Matisse, which generated the issuance of a Real Estate Receivables Certificates
(CRI). This operation involved the twelve-year lease to the Company of notional fractions of
properties owned by Matisse (100% of Shopping Belm), its subsidiary, which are under a
sublease to storeowners from the shopping malls built on the aforesaid properties. In
representation of the housing loans arising from the abovementioned lease agreements,
Boulevard Belm issued Real Estate Credit Notes (CCI), assigning them at a cost to
Cibrasec - Companhia Brasileira de Securitizao, which used them as security for the 97th
series of the 2nd CRI issuance of the issuer. The Company reckoned with the structural
support of Ita S.A., all in compliance with the rules contained in Laws 9,514/1997 and
10,931/2004. This transactions interest rate is the RT + 12% p.a.
73
Considering the costs for structuring this transaction, the effective interest rate was
recalculated at RT + 12.3561% p.a.
The agreement provides a grace period of two years, contacts signing the contract for
payment of principal and interest. As of February 2011, the payment of principal and interest
will follow the schedule set by contract.
The CCIs disbursement is scheduled as follows:
2011
2012
2013
2014
2015
After 2015
06/30/2010
03/31/2010
34,606
10,801
11,431
14,162
15,588
89,527
29,442
10,801
11,431
14,162
15,588
89,620
176,115
171,044
74
In guarantee of the agreed on contractual liabilities, on September 15, 2009 the following was
agreed on: (i) lien on 70% of Bangu Shopping, owned by BSC; and (ii) assignment of 70% of
Bangu Shoppings receivables, owned by BSC. Alliansce also granted a lien on the BSC
shares owned by Alliansce, which will remain in force only until the definite registration of
the previously described guarantees. In addition, the following was agreed on: (i) lien on
Barpa and Supra shares, companies taken over by Albarpa on December 31, 2009
respectively; and (ii) lien on Acapurana Quotas owned by Nibal, which will be released on
the implementation of the suspensive condition in connection with lien on BSC shares, and
provided that there is full compliance with all the remaining and agreed on obligations. Thus,
Domus issued Fractional Real Estate Receivables Certificates related to disbursement I and
assigned them to RB Capital. In addition, RB Capital issued Fractional Real Estate Credit
Notes related to disbursement II.
Considering the costs for structuring this transaction, the effective interest rate was
recalculated at IPCA + 10.79% p.a.
The CCIs disbursement is scheduled as follows:
2010
2011
2012
2013
2014
2015
After 2015
75
06/30/2010
03/31/2010
10,104
7,902
8,930
8,137
7,415
6,757
21,241
7,879
9,889
8,930
8,137
7,415
6,757
21,542
70,486
70,549
2010
2011
2012
2013
2014
2015
After 2015
76
06/30/2010
03/31/2010
4,417
3,277
3,813
3,474
3,166
2,885
9,229
3,364
4,223
3,813
3,474
3,166
2,885
9,357
30,261
30,282
16
Suppliers
Aliansce
17
Aliansce Consolidated
06/30/2010
03/31/2010
06/30/2010
03/31/2010
1,378
523
1,158
373
6,016
3,629
8,966
2,470
1,901
1,531
9,645
11,436
77
Aliansce Consolidated
99
21
85
22
41
9
86
22
1,106
240
196
1,258
473
63
1,092
97
161
1,376
475
60
227
158
3,336
3,261
18
Current
Non-current
7,156
52,347
7,156
51,069
59,503
58,225
7,156
52,347
7,156
51,069
(1) Liability with Amrica Futebol Clube regarding the acquisition of property in Belo Horizonte
on which Boulevard Shopping Belo Horizonte is being built. Contractually, this liability has
no inflation index. The discussions involved credits with Amrica totaling R$ 2,300, in
addition to handing over a property in Contagem - Minas Gerais to Amrica Futebol Clube
worth R$ 1,250, and a promise of the future delivery of areas / stores in the shopping mall to
Amrica, which should take place in 2012. The total amount of the transaction was R$ 9,455.
(2) Liability assumed by Alsupra with Joo Fortes Engenharia, arising from the purchase of a
30% interest in the equity capital of BSC Shopping Center S.A. for R$ 80,000 on December
29, 2009, payable as follows: The first installment, in the amount of R$30,000 was paid in
the first quarter of 2010. The remaining balance of R$ 50,000 plus monthly inflation updating
according to the accrued INPC index and a 9.7371% p.a. compounded interest rate pro rata
temporis, will be settled on sole payment to mature on January 31, 2013.
78
19
Deferred revenues
Aliansce
20
Aliansce Consolidated
06/30/2010
03/31/2010
06/30/2010
03/31/2010
2,360
-
2,184
-
45,286
3,952
48,888
4,416
2,360
2,184
49,238
53,304
79
03/31/2010
Provision
Judicial
deposits
Net
Provision
Judicial
deposits
Net
8,890
(1,343)
7,547
8,625
(1,343)
7,282
2,579
196
2,579
196
2,579
196
2,579
196
11,665
(1,343)
10,322
11,400
(1,343)
10,057
(415)
(432)
11,665
(1,758)
11,400
(1,775)
(415)
9,907
(432)
9,625
(1) The Company and its subsidiaries filed a lawsuit, in pursuit of the non-payment of Social Integration
Program (PIS) and Contribution for Social Security Funding (COFINS) on revenues from the leasing
of real estate. The monthly contributions began to be judicially deposited, classified as noncurrent
assets, with the legal obligation on the amounts due at June 30, 2010 recorded as provision for
contingencies.
(2) Carioca Shopping has a pending IPTU tax matter with the local government, arising from undue
charges of this property tax on a number of independent units that were already IPTU taxpayers, and
were included in the project. For this reason, the Shopping malls tenants filed administrative suits to
review shop areas and to refute the propertys assessed value. The Company filed administrative
proceedings jointly with other tenants, and according to the opinion of the Companys legal counsel,
Alliansce believes that the chances are likely for the liability to be reduced to roughly R$ 10,500
which, considering its 40% share on the development, would imply a risk of loss of R$ 4,100 which
has been duly provisioned in the Companys financial statements, net of receivables from tenants on
the same operation.
80
Management is not aware of other civil and tax and/or labor contingencies classified as probable
risk by its legal advisors as of June, 30, 2010.
21
Aliansce Consolidated
06/30/2010
03/31/2010
06/30/2010
03/31/2010
1,428
3,915
1,428
3,915
1,428
3,915
1,428
3,915
44,044
-
43,852
-
44,044
5,843
43,852
4,869
81
(4)
1,303
896
44,125
43,848
51,190
49,617
(1) The Company recorded deferred income and social contribution taxes on the temporary taxable
difference created by the fiscal benefit of amortized goodwill for the purpose of finding income tax
and social contribution payable and the suspension of goodwill book amortization. The sum recorded
reflects the fiscal benefit that the Company saved over the period.
81
The recognition of income and social contribution taxes on income (loss) for the year is presented
as follows:
Aliansce
06/30/2010
06/30/2009
06/30/2010
06/30/2009
(3,735)
(4,194)
(2,767)
-
3,431
-
(2,767)
(1,948)
3,431
-
(176)
(656)
(2,943)
3,431
(5,371)
3,431
(2,943)
3,431
(9,106)
(763)
Aliansce Consolidated
The balance of deferred income tax and social contribution, assets as well as liabilities, refer to
the effects of Law 11,638/07.
22
Debentures
On February 16, 2009 the Company issued 496,318 debentures not convertible into shares and of
unit par value of R$ 0.1 (one hundred Brazilian reais), totaling R$ 49,632. The issuance was
made in a single series. The debentures pay the TR rate + 12.3561% p.a. and maturity on January
19, 2021. On March 31, 2010, the balance is R$56,197.
82
23
Shareholders equity
23.1
Capital
On June 30 and March 31, 2010, the capital of Aliansce is represented by R$916,342, with
139,467,170 common shares with no par value, respectively.
06/30/2010
Shareholders
Individual partners
Company partners:
GGP Brazil I LLC
Rique Empreendimentos e
Participaes Ltda.
Renato Feitosa Rique
GBPI Fundo de Investimento e
Participaes
Free Float
Total paid up
03/31/2010
Shares
Amount
Shares
Amount
1.28%
1,782,313
11,729
1.28%
1,782,313
11,729
31.44%
43,842,428
288,098
31.44%
43,842,428
288,098
12.31%
0.43%
17,174,913
600,801
112,802
3,299
12.31%
0.36%
17,174,913
500,001
112,802
3,299
3.35%
4,667,515
30,697
3.35%
4,667,515
30,697
51.19%
71,399,200
469,717
51.26%
71,500,000
469,717
100%
139,467,170
916,342
100,%
139,467,170
916,342
83
On January 29, 2010 the Company received R$ 450,000 by means of a public share offering with
the issue of 50 million new common shares, at an underwriting price of R$ 9.00, resulting in an
equity capital increase by the Company in the same amount, from R$ 466,342 to R$ 916,342,
composed of 139,467,170 common registered shares with no par value. Expenses with issuance
of these new shares totaled R$ 23,416. These expenses are recorded in a reducing account of the
Companys capital.
23.2
Reserves
According to the Companys by-laws, 5% of the net income for the year will be allocated to legal
reserve until it attains 20% of the capital stock.
23.3
Remuneration to shareholders
As established in the Companys By-laws, the compulsory minimum dividend is 25%, calculated
on the net income for the year, adjusted in the manner established by article 202 of Law 6,404/76.
24
Securities
(i) FII Via Parque Shopping - FII Via Parque Shopping is recorded at fair value as described in
Note 8(e); and
(ii) Bank Deposit Certificates (CDB), debentures and Agribusiness Letters of Credit (LCA) assessed at fair value based on probable realizable value.
Limitations
The market values were estimated at the balance sheet date, based on relevant market
information. Changes in the assumptions may significantly affect the presented estimates.
The estimated fair value for derivative financial instrument contracted by the Companys
subsidiary was determined by information available in the market and specific valuation
methodologies. However, considerable judgment was required in the interpretation of the market
data to estimate the most adequate realization of the fair value of each operation.
85
The Company had made an assessment of the financial transactions in order to define the fair
value of the swap transaction between Aliansce and its subsidiary Nibal assigned to CIBRASEC.
As of June 30, 2010, the operation is recorded at fair value and the gains and losses for the year
were recorded in income accounts.
Aliansce opted for not recording the fair value of financial liabilities (fair value hedge), as it
believed the derivative operation would not give rise to a financial exposure.
Sensitivity analysis
CVM Instruction 475 sets forth that publicly-held companies, in addition to the provisions in item
59 of OCPC03 (which revokes Resolution 566/09 issued by CVM and sanctions CPC 14)
regarding Financial Instruments: Recognition, Measurement and Evidencing, shall disclose a
table stating a sensitivity analysis for any market risks deemed as relevant by Management,
arising from financial instruments, to which the Company is exposed at the balance sheet date,
including all operations with derivative financial instruments.
In compliance with the aforementioned, Management considered, as the most probable scenario,
the one of realizing, at the operation maturity date, what the market has been signaling by way of
market curves (currencies and interest) provided by BM&F BOVESPA. Thus, for scenarios II
and IV, the Company took into account a devaluation of 25% and 50%, respectively. In the
scenario I, the probable scenario, there is no significant impact on the fair value of the financial
instruments, and for scenarios III and V, the Company took into consideration an appreciation of
25% and 50%, respectively, in the risk variables up to the financial instruments maturity date.
86
The table below shows the sensitivity analysis of Companys management an the effects on cash
of operations pending on June 30, 2010:
Transaction
Bradesco Loan
(16,730) (15,632) (15,412) (15,852) (15,192) (16,071)
Unibanco Loan
(37,881) (37,493) (36,761) (38,226) (36,028) (38,959)
Bradesco Financing
(95,972) (84,894) (83,484) (86,316) (82,086) (87,749)
Market value - FII Via Parque 145,506 196,849 284,991 150,447 (513,993) 121,919
CCI Nibal
(202,787) (202,300) (198,606) (206,082) (194,997) (209,952)
CCI Belm
(176,115) (173,182) (168,583) (177,931) (164,128) (182,834)
CCI RB Capital
(105,747) (96,546) (92,436) (100,731) (88,408) (104,987)
Financing Joo Fortes
(52,347) (53,153) (51,409) (54,938) (49,703) (56,762)
(4,201)
(4,201)
(5,730)
12,035 (18,345) 18,221
Swap
The table below summarizes the assumptions used in the sensitivity analysis:
Variable of risk
Scenario I
TR
CDI
IPCA
Discount rate (1)
1.67%
12.00%
4.50%
11.00%
2.09%
15.00%
5.63%
13.75%
Scenario IV Scenario V
0.84%
6.00%
2.25%
5.50%
2.51%
18.00%
6.75%
16.50%
(1) Refers to the discount rates used in the sensitivity analysis of different scenarios for the
market value of Via Parque Shopping. A discount rate of 11% was used in all scenarios for
the remaining operations.
87
Risk management
Credit - The Companys operations consist of the leasing of commercial spaces and
management of shopping malls. The lease contracts are regulated by the Leasing law. Our
customer portfolio is diversified and is constantly monitored with the objective of reducing
losses due to default.
Price - The Companys revenues strongly depend on its ability to lease the commercial
spaces available in the malls. Such adverse conditions as economic recession, increase in the
tax burden and negative perceptions regarding the security, cleaning, convenience and
attractiveness of the areas may affect the shopping mall vacancy rates of undertakings and
restrict the possibility of increasing leasing amounts. Management periodically monitors
these conditions with the objective of anticipating responses that might reduce the impacts of
such adverse conditions on our business.
Interest - The Companys financing contracts are obtained at normal market rates, as
described in Note 14. The Company manages the risk of exposure to interest rates, by
adopting a liquidity preservation policy, such that the flow of the long-term liabilities
assumed is covered by the flow of projected receipts. Furthermore, in order to offset the risks
resulting from the mismatching between the prefixed rate of rent established in the lease
contracts and the rate of restatement that will be fixed in relation to the CCIs, the Company
entered into a swap contract as described in Note 15. The positive or negative net result of the
interest swap operations was recognized on the financial income and expenses line over the
competent period of the operations. These swap contracts have a nominal value of R$200,133
up to the inception of amortization of principal, that will occur on October 2010.
Working capital - The analysis of the Companys working capital is affected by the turnover
of accounts receivable (rental with period of receipt of 30 days) vis a vis short-term liability
(loans/financing with installments of 12 months). To honor its short-term commitments and
to deal with the investments provided for in its business plan, the Company manages its
short-term working capital through the forecast of cash generation forecast of the ventures in
which it has an interest together with the evaluation of financing sources available in the
market. On June 30, 2010 the cash balance projected for December 31, 2010 is R$251,049.
88
25
Derivative financial instruments: The Company follows the policy of not assuming positions
in derivatives likely to put at risk the continuity and profitability of its business. Specifically
in this swap transaction, the Companys intention was to create a liability indexed to the TR
rate, which served as a base to issue a R$ 200,000 CRI at the rate of TR + 10.80% p.a.
Insurance
The Company and its subsidiaries adopt the policy of contracting insurance coverage for
properties subject to risks in amounts considered sufficient to cover any casualties, considering
the nature of their activity. The risk assumptions, due to their nature, are out of the scope of a
limited review, and therefore were not examined by our independent auditors.
As of June 30, 2010, all the Companys shopping malls in operation were insured in an
equivalent manner in the following amounts:
Multi-risk package (including fire) - The amounts insured are evaluated upon each policy
issuance, and may suffer alterations during the policy year, as a direct result of any decrease
or increase in the value of the assets considered. The amounts insured as of June 30, 2010
were totally consistent with each value-at-risk, indicating a value at risk.
Loss of profits - As of June 30, 2010, the Companys shopping malls had policies in place for
loss of profits in the amount of R$ 200,291, relating to the interruption of its activities, which
we consider consistent with the size of each venture.
General civil liability - The Companys shopping malls have insurance for general civil
liability, which the Company believes covers the risks involved in its activity. The policies
refer to any amounts for which we can be held civilly liable, in a final and unappealable
judgment or in an express agreement by the insurance company, with respect to
compensation for damages caused to third parties. The policies were contracted under first
absolute liability in the amount of R$ 3,000 for each of the shopping malls in operation and
the other, second absolute liability, contracted with Ita Seguros, in the amount of R$ 30,000,
which covers all the malls in operation.
89
26
Moral damages: A major part of the Companys shopping malls had insurance policies with
moral damages coverage, which the Company deems adequate to cover the risks involved in
its activities. A large portion of the shopping malls in operation have policies with R$ 100 in
coverage retained, with first-class insurance companies. In addition, the Company has a
policy with Ita Seguros with R$ 3,000 in coverage, covering all of the shopping malls
currently operating.
Aliansce Consolidated
06/30/2010
06/30/2009
06/30/2010
06/30/2009
17,560
11,548
316
622
145
17,940
9,386
119
29
119
65,227
12,605
6,021
9,174
1,197
259
49,877
9,695
3,943
3,819
1,142
299
30,191
27,593
94,483
68,775
(1) Income from minimum rent is being recorded based on the straight-line method, in
accordance with the guidance provided by CPC 06 - Lease operations.
(2) The opening of Shopping Boulevard Braslia in July 2009 and Shopping Boulevard Belm in
November 2009 increased rental income of June 30, 2010 by R$ 14,465.
90
27
Aliansce Consolidated
Depreciation of properties
Cost of marketing and planning
Expenditures with rented property
Parking
Malls operational costs
Allowance for doubtful accounts
Preoperating expenses (1)
Expenses with leasing of notional fraction (2)
1,112
809
523
951
15,628
993
562
497
579
14,455
13,173
2,512
3,574
4,077
2,562
1,692
2,163
-
7,728
2,340
1,824
1,665
1,627
1,162
2,984
-
19,023
17,086
29,753
19,330
(1) As a result of Law 11638/07, preoperating expenses incurred in the period from January to
December 2009 not directly related to the development of the venture are classified in the
Cost of rentals and services group.
(2) Refers to the lease amount paid by Aliansce to Nibal regarding the lease of notional fraction
of 41.59% of Naciguat and 38% of Shopping Taboo, owned by Nibal, according to lease
contract signed between the parties on September 25, 2008.
91
28
Personnel expenses
Professional services
Expenses with occupancy
Depreciation and amortization
Facility and service expenses
Other administrative expenses
29
Aliansce Consolidated
06/30/2010
06/30/2009
06/30/2010
06/30/2009
10,711
3,105
289
365
290
670
6,919
2,082
320
323
265
530
10,762
3,994
558
1,949
386
1,030
6,953
3,418
604
1,664
348
775
15,430
10,439
18,679
13,762
Financial income
Aliansce
Aliansce Consolidated
(14,040)
(1,894)
(332)
(3,297)
(10,745)
(5,518)
(899)
(32,796)
(3,918)
(601)
(13,056)
(10,745)
(5,552)
(1,689)
(16,266)
(20,459)
(37,315)
(31,042)
92
Aliansce
Aliansce Consolidated
Financial income:
Interest
Fair value adjustments - Swap (1)
Income from derivative financial
instruments - Swap (2)
Monetary variation income
Other
14,077
8,139
682
-
15,314
8,139
3,043
-
1,577
3
119
1,676
12
192
1,577
728
383
1,676
92
644
23,915
2,562
26,141
5,455
7,649
(17,897)
(11,174)
(25,587)
Financial income
(1) Refers to the recording of swap financial instrument at fair value pursuant to OCPC 03.
(2) Refers to gains obtained with swap financial instrument in interest payment - CRI of R$
200,000 of Nibal.
30
Aliansce Consolidated
06/30/2010 06/30/2009
Gain/(Loss) in investments (1)
Other operating income
93
06/30/2010
06/30/2009
(671)
(1,830)
(122)
(349)
(230)
(15)
(671)
(1,952)
(349)
(245)
(1) The gain (loss) in investments is composed of the gain determined in acquisition of new
companies and additional interest in current undertakings, change in interest in undertakings
due to shareholders agreement (Cencom), in addition to loss in differentiated distribution of
subsidiaries dividends.
31
Beginning
End
37,881
December
2008
November
2011
206,439
3.162
September
2010
Maio 2009
September
2018
Abril 2013
16,884
16,884
January
2011
December
2018
148,085
148,085
March 2011
February
2021
Debit balance
(Subsidiaries)
Amortization
Settled
installmen
ts
Terms
19
CDI +
1.87%
p.a.
14
TR +
10.80%
p.a.
10% p.a
96
TR +
10.80%
p.a.
120
TR +
12% p.a.
Remaining
installments
Aliansce (1)
Banco Unibanco
37,881
17
Nibal
CIBRASEC (2)
BNB (3)
Albarpa (4)
Banco Bradesco
206,439
3.162
96
34
Shopping
Boulevard
Belm (5)
CIBRASEC (*)
94
Debit balance
(Subsidiaries)
Amounts
guaranteed
(Parent
company and/or
shareholders)
Amortization
Beginning
End
Remaining
installments
Settled
installmen
ts
Terms
SCGR (6)
Banco
Itau/BNDES
1,801
1,801
July 2008
June 2015
60
24
TJLP +
4.95%
p.a.
Banco
Itau/BNDES
2,421
2,421
April 2010
March
2017
81
TJLP +
4.45% p.a.
70,486
January
2010
December
2019
IPCA+
9.7371%
p.a.
30,261
30,261
February
2010
January
2020
115
IPCA +
9.7371%
p.a.
67,181
67,181
December
2011
November
2021
120
TR +
11.39% p.a.
586,601
584,601
ALIANSCE
RB Capital (7)
RB Capital (8)
70,486
114
Boulevard
Shopping:
(2)
Pledge of:
one million, eight hundred seven thousand, two hundred thirty-seven (1,807,237) shares of Aliansce, held by Manet
Participaes S.A., on this date representing 2.02% of the total capital stock of Aliansce, in first degree; and
95
Guarantee of fiduciary assignment of receivables arising from the exploration of the properties Naciguat, Riguat and
Taboo;
Fiduciary release of right to the receipt of indemnity relating to the Insurance for Loss of Lease Income and to the Property
Insurance of Naciguat and of Taboo;
(3)
NIBAL x BNB
(4)
one million, seven hundred ninety-eight thousand, two hundred and ninety (1,798,290) shares of Aliansce, held by
GGP Brasil Participaes S.A., on this date representing 2.01% of the total capital stock of Aliansce, in first degree.
Under the loan guarantee, the members of Naciguat gave their mortgage percentage Naciguat. Like Nibal had already
given its percentage in ensuring the CRI, the Yangon has security in place, mortgaging 30.52% of Campina Grande
Boulevard and Nibal gave the store C & A Iguatemi Salvador. Moreover, there is endorsement of Luciana Rique
Guimares, Reinaldo Feitosa Rique, Rique and Ana Beatriz Ribeiro Aliansce Shopping Centers SA
Albarpa x Bradesco
Guarantee associated to obtaining financing for the Caxias Shopping construction work entered into Barpa, Supra, (companies
merged by Albarpa on December 31, 2009), and Banco Bradesco:
(5)
The mortgage of the property on which Shopping Caxias is located (matriculation numbers 3.457, 16.194, 1.706, 16.195 e
16.839) in the 2nd Divisions Real Estate Registry, 5th Notarial Office of the 1st Judicial District of Duque de Caxias,
State of Rio de Janeiro, in connection with the notional fraction of the property owned by Barpa (40%).
Fiduciary assignment of the fractions of Shopping Carioca by Supra Empreendimentos e Participaes S.A and Albarpa
Participaes S.A., and of the fraction of Santana Parque Shopping, by Acapurana Participaes Ltda..;
96
(6)
Fiduciary assignment of credit rights of Acapurana Participaes Ltda, owner of the notional fraction of 50% of Santana
Parque Shopping;
Fiduciary assignment of Quotas of Fundo de Investimento Imobilirio Via Parque Shopping held by Aliansce Shopping
Centers S.A.;
Fiduciary assignment of credit rights of Albarpa Participaes S.A. of their interest in the economic exploration of
Shopping Carioca;
Fiduciary assignment of a share of Boulevard Shopping Belm S.A and of a share of Matisse Participaes S.A., both
owned by Aliansce Shopping Centers S.A.; and
SCGR x Ita
Guarantees related to the bank credit notes undersigned on June 18, 2007 between SCGR, Sendas, and Ita for the on-lending of
funds from BNDES intended to execute the investment plan to expand Shopping Grande Rio, located in the city of Rio de
Janeiro. The following were formalized:
The joint co-signatures of the following companies: Sendas S.A., Rique Empreendimentos, RABR Empreendimentos, Sendas
(and SCGR in a similar loan made by Sendas);
Assignment and pledge on receivables arising from the rental of areas in Shopping Grande Rio, equal to 140% of the principal
plus debt service for the subsequent month; ; and
Mortgage guarantee of the notional fraction of 35% of the property where the venture is located.
On February 16, 2009 new guarantees were given in connection with a new credit note undersigned by SCGR, Sendas, and Ita,
intended to execute the investment plan for Shopping Grande Rios second investment stage.
(7)
The joint co-signatures of the following companies: Companhia, Sendas S.A., Aliansce Shopping Centers S.A., RABR
Empreendimentos, Sendas (and SCGR in a similar loan made by Sendas);
Second degree mortgage of a 35% notional fraction of the property on which the undertaking is located.
Amendment to the agreement on the assignment and pledge of receivables arising from the rental of areas in Shopping
Grande Rio, which now also secures this new note.
97
(8)
(9)
(*)
32
98
The options are granted at no cost to the beneficiaries, and the vesting period will be four years,
and may be exercised as of first year at a rate of 25% per annum. Should a participant not
exercise the option by the end of each vesting period, or not exercise it in the permitted
proportion during the mentioned period, such options not exercised will be added to the options
to be exercised by the end of the following period, and may be exercised in the future. Each Plan
Participant should to subscribe, by undersigning a subscripton agreement without any
reservations, and agreeing to comply with all the arrangements established.
The term for exercising options will be specified by the Board of Directors, subject to legal
parameters, the options date of granting, but under any circumstances will it be later than five
years as of the date of grant of each option. Following this period, the options granted but not
exercised will loose their effectiveness.
The Board of Directors members cannot participate in meetings in which decisions are taken with
regard to Plan participation, and Committee members cannot become eligible for the acquisition
options or share subscription provided by the Plan.
The Board of Directors will be in charge of determining the exercise price of the options granted,
which will be based on the average price of the common shares over the last twenty trading
sessions at BM&FBOVESPA S.A. prior to the option being granted, weighted by the trading
volume and updated for inflation by means of an index specified by the Board of Directors, until
the date of the actual exercise of the option granted by the Plan. Exceptionally, the exercise price
for options granted under the IPO occurred on January 27, 2010 will be equal to the share price
specified in the Offering. The shares resulting from the option being exercised should be paid by
participants in no more than five days from the date on which the Board of Directors approves the
respective capital increase, within the limits of the Companys authorized capital or disposal of
treasury shares, as applicable.
The Plan will become effective on the date of approval by the Special Shareholders Meeting and
will expire at any time, (a) by means of a resolution of the Companys Special Shareholders
Meeting or of the Board of Directors; (b) when the Companys public company registration is
cancelled; (c) when the Companys common shares are no longer traded in the over-the-counter
market, organized market, or the stock exchanges; (d) due to Companys corporate
reorganization; (e) should the Company be dissolved or wound up; or (f) due to a 10-year time
lapse as of the date of the first granting of options under the Plan, whichever takes place first.
99
Shareholders will not be entitled to preemptive rights when being granted or on exercising a stock
option purchase under the Plan, pursuant to article 171, paragraph 3, in the Brazilian Corporate
Law.
Pursuant to Pronouncement CPC 10 Share-based Payment, the Company should account for
the expenses arising from shares under the Plan, between the date of granting the option and the
date the options are exercised, based on the options fair value on the date they are granted.
According to Pronouncement CPC 10, the options granted and exercised will not create effects in
the Companys Income of statment, as this expense will be recognized during the vesting period.
On May 7, 2010 the Company approved the 1st and 2nd Stock Option plans by the Company and
the allocation of these to certain executives and employees, under the Stock Option Plan
approved by the Special Shareholders meeting held on November 12, 2009. The table below
shows the total shares under the Plans 1st and 2nd programs.
Beneficiaries
Executives and employees
recommended to senior management
Executives and employees
recommended to senior management
Total shares in
the stockoption plans
Exercise
price
3,486,679
R$ 9.00
518,321
R$ 9.75
The underwriting or acquisition price for the shares under both Programs will be updated
monthly according to the IPC-DI index disclosed by Fundao Getlio Vargas, as of this date.
The options granted to beneficiaries may only be exercised as of one year from the date they are
granted, at a rate of 25% per year. Should a beneficiary not exercise the option by the end of each
vesting period, or not exercise it in the permitted proportion during the mentioned period, such
options not exercised will be added to the options to be exercised by the end of the following
period, and may be exercised in the future.
The maximum term for exercising the options granted under the 1st and 2nd Programs is five
years as of granting the options. Following this term, the beneficiary will lose the right to
exercise the option.
100
1st program
2nd program
07/05/2015
3,486,679
9.00
9.30
3.02
39.16%
12.27%
2,104
07/05/2015
518,321
9.75
9.30
2.73
39.16%
12.27%
283
(1) The volatility was determined based on the daily closing price of the post-IPO
33
Subsequent events
On July 5, 2010 the Company acquired for R$ 7,725 a 50% interest in the venture known as
Parque Shopping, which is in pre-operating stage, located in Belm. The Companys total
investment in this venture until the completion date, at its participation, will be R$63,500.
On July 26, 2010, one of the subsidiaries of the Company (Albarpa Participaes Ltda.)
increased the interest participation in the Super Shopping Osasco, through the acquisition of ideal
fraction of 2.0571% of the venture for R$1,728, which increased the participation of 33.58% of
the Mall.
101
* * *
Board of Directors
Renato Feitosa Rique - Chief Executive Officer
Aloysio M. de Miranda Filho - Board Member
Luiz Henrique Fraga - Board Member
Joel Laurence Bayer - Board Member
Adam Spencer Metz - Board Member
Carlos Alberto Vieira - Independent Board Member
Executive Board
Renato Feitosa Rique - Chief Executive Officer
Henrique Christino Cordeiro Guerra Neto - Executive and Investor Relations Officer
Renato Ribeiro de Andrade Botelho - Chief Financial Officer
Delco Lage Mendes - Chief Operating Officer
Paula Guimares Fonseca - New Business Officer
Ewerton Espnola Visco - Officer
102