Company Consolidated
9.30.2010 6.30.2010 9.30.2010 6.30.2010
Software licenses 20 12,451 11,920 12,946 12,410
Other 20 65 65 65 65
(-) Accumulated amortization (3,807) (3,238) (4,029) (3,436)
Total 8,709 8,747 8,982 9,039
8. LOANS AND FINANCING a) Breakdown of loans
Company Consolidated
9.30.2010 6.30.2010 9.30.2010 6.30.2010 Current liabilities:
Lease 3,598 3,457 3,598 3,457 Mortgage loans - - 196,938 221,536 Promissory notes 178,149 105,045 178,149 105,045 Working capital 84,742 45,234 87,795 48,558 266,489 153,736 466,480 378,596
Noncurrent liabilities:
Lease 10,996 11,949 10,996 11,949 Mortgage loans - - 101,042 73,720 Working capital 28,373 6,320 38,310 17,962 39,369 18,269 150,348 103,631
Total 305,858 172,005 616,828 482,227
a.1) Lease
The lease facilities shown above refer to the acquisition of 47 aluminum mold sets for the construction of residential units. The initial amount contracted is R$19,451 at an interest rate of 17.25% p.a., for a 60-month period beginning on February 2009. The net book value as of September 30, 2010, is R$14,593, which is collateralized by the property sold.
a.2) Mortgage loans
Mortgage loans, which are collateralized by mortgage on properties in local currency, are obtained from the National Housing System (SFH) to finance the construction of properties, with interest between 9% and 12% per year, indexed to the TR (managed prime rate) and payable in monthly installments through 2015.
a.3) Promissory notes
On December 23, 2009, the Company carried out its first issue of commercial promissory notes, all of which were registered and physically issued, in a single series, with a unit par value of R$10,000, for a total of R$100,000. The proceeds were partly used for repayment of the loan granted by the controlling shareholder and partly as working capital of the Company. The promissory notes, which should be fully paid at the end of period, will mature in 360 days from the date of issuance, with a yield equal to 113% of the DI rate and are collateralized by GV Holding S.A. The Lead Underwriter of the transaction is Banco Bradesco BBI S.A.
On September 30, 2010, the Company conducted its second issue of a commercial promissory note, which was registered and physically issued, in a single series, with a unit par value of R$70,000. The proceeds were used for repayment of the loan granted by the controlling shareholder in the amount of R$20,000; for amortization of the mortgage debt in the amount of approximately R$46,000; and for working capital purposes. The promissory note, which should be fully paid at the end of period, will mature in 90 days from the date of issuance, with a yield equal to 100% of the CDI rate plus 1.07% p.a., with single payment of interest and principal on the maturity date or on the advanced settlement date, and are collateralized by GV Holding S.A. The Lead Underwriter of the transaction is Banco Votorantim S.A.
a.4) Working capital
The working capital facilities are adjusted at the CDI rate plus 1.45% p.a. and TR variation plus 11% p.a., payable in 24 monthly installments, the last of which is due in August 2011, collateralized by mortgage and/or guaranteed by the controlling shareholder.
Sistema Fácil Belo Horizonte IV SPE Ltda. 14,902 14,902 13,521 13,055 11%
Sistema Fácil Belo Horizonte V SPE Ltda. 2,850 4,895 2,476 2,239 10%
Sistema Fácil Belo Horizonte VII SPE Ltda. 4,820 2,685 2,825 1,987 10%
Sistema Fácil Campinas II SPE Ltda. 16,680 16,740 9,660 10,215 12%
Sistema Facil Campos dos Goyatacazes I SPE Ltda 20,960 21,080 1,662 1,657 10%
Sistema Fácil Cascavel I SPE Ltda. 16,000 16,000 3,638 10,929 11%
Sistema Fácil Cascavel III SPE Ltda. 15,799 - 3,382 - 8%
Sistema Fácil Florianopolis I SPE Ltda 30,617 31,391 11,142 5,286 10%
Sistema Fácil Fortaleza I SPE Ltda. 3,010 3,009 - - 12%
Sistema Fácil Fortaleza II SPE Ltda. 6,245 6,245 6,394 6,377 12%
Sistema Fácil Guarapiranga SPE Ltda. 9,800 22,200 - 281 9%
Sistema Fácil Incorp Imob Uberlândia II SPE Ltda 34,340 33,320 17,340 16,777 10%
Sistema Fácil Porto Alegre I SPE Ltda. 40,097 40,097 27,430 27,219 11%
Sistema Fácil Rondonópolis SPE Ltda. 32,600 32,600 6,045 15,356 9%
Sistema Fácil Santo André I SPE Ltda. 4,886 4,886 - (2) 12%
Sistema Fácil Tamboré 8 Villaggio SPE Ltda. 16,258 16,258 1,624 4,920 11%
Sistema Fácil Tamboré House II SPE Ltda. 12,414 12,414 4,945 6,155 11%
9. DEBENTURES
On April 16, 2010, the Extraordinary Shareholders' Meeting approved the first issue of 300 simple, non-convertible, single series debentures, in a single and indivisible lot of shares, with real and floating guarantee, par value of R$1,000, totaling R$ 300,000, and maturity within 60 months from the issue date.
The Indenture was signed on June 2, 2010 and the debentures were settled on June 21, 2010, for R$300,000, represented by 300 debentures in the original amount of R$1,000 each. The debentures will be repaid in 5 semiannual, consecutive installments from June 1, 2013 to June 1, 2015.
Additionally, debentures bear interest on the original amount, or its balance, when applicable, equivalent to the accumulated managed prime rate (TR) variation capitalized from a Spread that may range from 8.3% to 10.3% p.a., as provided for in the Indenture. The yield is semiannually payable beginning December 1, 2010.
The debentures were issued so as to meet the requirements for the utilization of the FGTS, in accordance with Resolution 578/08 of the FGTS Managing Counsel.
The debentures are guaranteed by the sale of: (i) 100% of the shares of the SPEs already established or that may be established by the Company to develop and construct real estate units of the projects financed by the funds arising from the Issue;
(ii) 100% of the Fixed-income Investment Fund shares held by the Company but not yet invested in the SPEs; and (iii) the Company’s obligations are guaranteed by the assignment of the receivables arising from projects financed and/or funds deposited in restricted accounts.
The funds raised by the Company through the Issue are intended solely to finance the construction of residential projects that under the legislation qualify for the SFH.
These debentures are subject to certain covenants requiring that the Company and its subsidiaries maintain certain financial and operating ratios. As of September 30, 2010, the Company and its subsidiaries are compliant with all of the covenants.
Known expenses incurred on the issuance of debentures totaled R$3,226, including taxes, commissions and other costs and expenses. These amounts, as well as the effective rate that may range from 8.6% to 10.6% p.a. plus TR, are recorded as a reduction of liabilities and are amortized over the debt amortization period. As of September 30, 2010, the balances presented in current and noncurrent liabilities in the amount of R$7,777 and R$297,069, are net of the related costs.