gfa20161018_6k1.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of October, 2016

(Commission File No. 001-33356),

 
Gafisa S.A.
(Translation of Registrant's name into English)
 


 
Av. Nações Unidas No. 8501, 19th floor
São Paulo, SP, 05425-070
Federative Republic of Brazil
(Address of principal executive office)



Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.

Form 20-F ___X___ Form 40-F ______



Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)


Yes ______ No ___X___

Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ______ No ___X___

Indicate by check mark whether by furnishing the information contained in this Form,
the Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ______ No ___X___

If “Yes” is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b): N/A


 
 

 

GAFISA S.A.

CNPJ/MF n° 01.545.826/0001-07

NIRE 35.300.147.952

Publicly-Held Company

CONSTRUTORA TENDA S.A.

CNPJ/MF n° 71.476.527/0001-75

NIRE 35.300.348.206

Publicly-Held Company

MATERIAL FACT

GAFISA S.A. (Bovespa, GFSA3; NYSE, GFA) (“Gafisa”) and Construtora Tenda S.A. (“Tenda” and, jointly with Gafisa, “Companies”), inform to the market in general the following:

 

Disclosure of Tenda’s Interim Financial Statements for the Nine-Month Period Ended September 30, 2016

 

 

Tenda released, on this date, its interim financial statements for the nine-month period ended September 30, 2016, accompanied by the independent auditors’ report (“ITR Tenda”).

 

It is worth pointing out Tenda’s financial information composes the consolidated basis of Gafisa’s financial information. Therefore, the ITR Tenda financial information is an integral part of Gafisa’s consolidated interim financial statements for the nine-month period ended September 30, 2016 to be released on November 8, 2016.

 

ITR Tenda is available at the websites of the Brazilian Securities and Exchange Commission – CVM and of the Companies, at the following addresses: (i) www.cvm.gov.br (at this website access the “Systems Center” at the homepage, access “Information about the Companies”, then, “Eventual and periodic information (ITR, DFs, Material Facts, Notices to the Market, amongst others)”, in a new page, type “Tenda” and click on “Continue”, then click on “Construtora Tenda S/A” and select “ITR”); (ii) http://www.gafisa.com.br/ri/ (at this website, click on “Financial Information”, and then click on “Results” and “2016”); (iii) http://www.tenda.com/investidores/ (at this website, click on “2016”).

 

Restatement of Tenda’s Financial Statements for the fiscal years ended in 2015, 2014 and 2013

 

Tenda restated, on this date, its parent company and consolidated financial statements for the fiscal years ended December 31, 2015, 2014 and 2013 (“DFs Tenda”).

 

 


 
 

 

DFs Tenda have been restated, in compliance with CPC 23 – Accounting Policies, Change of Estimates and Rectification of Error, due to the following items: (i) reclassification of treasury shares issued by its parent company Gafisa S.A., acquired through the Buyback Program, which were unduly classified into Shareholders’ Equity instead of being considered as financial assets available for sale, also being subject to recognition of variation at fair value under Shareholders’ Equity and Comprehensive Income Statement. In addition, income from the sale of these financial investments destined for sale was registered under the statement of income for the year; and (ii) reclassification of income from divestment in associated company, from income deriving from discontinued operations to income deriving from continued operations, since Tenda no longer owns control over such associated company, applicable only for 2013 financial statements.

 

Below, a summary of the effects:

 

a.      2013 Financial Statements

 

 

 

Parent Company

Consolidated

 

 

 

 

Balances originally stated on 12/31/2013

Adjustments

Restated balances

Balances originally stated on 12/31/2013

Adjustments

Restated balances

Balance Sheet

 

 

 

 

 

 

Current assets (i)

1,198,235

65,305

1,263,540

1,881,163

65,305

1,946,468

Non-current assets

190,875

-

190,875

297,293

-

297,293

Investments

2,383,234

-

2,383,234

225,702

-

225,702

Fixed and intangible assets

34,904

-

34,904

37,678

-

37,678

Total assets

3,807,248

65,305

3,872,553

2,441,836

65,305

2,507,141

 

 

 

 

 

 

 

Current liabilities

2,347,548

-

2,347,548

836,993

 

836,993

Non-current liabilities

331,731

-

331,731

452,263

 

452,263

Total liabilities

2,679,279

-

2,679,279

1,289,256

 

1,289,256

Shareholders ‘equity (i)

1,127,969

65,305

1,193,274

1,152,580

65,305

1,217,885

Total liabilities and shareholders’ equity

3,807,248

65,305

3,872,553

2,441,836

65,305

2,507,141

 

 

 

 


 
 

 

 

 

Parent Company

Consolidated

 

Balances originally stated on 12/31/2013

Adjustments

Restated balances

Balances originally stated on 12/31/2013

Adjustments

Restated balances

Financial Statements

 

 

 

 

 

 

Net Oper. Revenue

508,510

-

508,510

817,461

-

817,461

Operating costs

(455,457)

-

(455,457)

(752,216)

-

(752,216)

Operating (Expenses)/revenues

(170,981)

42,548

(128,433)

(179,951)

42,548

(137,403)

Income from divestment in associated company (ii)

-

42,548

42,548

-

42,548

42,548

Financial result

(15,546)

-

(15,546)

(3,812)

-

(3,812)

Income tax and social contribution

-

-

-

(8,651)

-

(8,651)

Net income from continued operations

(133,474)

42,548

(90,926)

(127,169)

42,548

(84,621)

Net income from discontinued operations

42,548

(42,548)

-

42,548

(42,548)

-

Non-controlling shareholders

-

-

-

6,305

-

6,305

Net income for the period

(90,926)

-

(90,926)

(90,926)

-

(90,926)

 

(i)                  Amount referring to treasury shares issued by Gafisa acquired through the 2013 Buyback Program for the total cost of R$7.4 million and less variation measured at fair value at R$6.0 million, recorded under Shareholders’ Equity.

(ii)                Amount referring to the reclassification of income from divestment in associated company, from income deriving from discontinued operations in the amount of R$42.5 million into income deriving from continued operations, since Tenda no longer owns control over such associated company.

 

b.      2014 Financial Statements

 

Parent Company

Consolidated

 

Balances originally stated on 12/31/2014

Adjustments

Restated balances

Balances originally stated on 12/31/2014

Adjustments

Restated balances

Financial Statements

 

 

 

 

 

 

Net Oper. Revenue

313,987

-

313,987

570,138

-

570,138

Operating costs

(217,303)

-

(217,303)

(444,248)

-

(444,248)

Operating (Expenses)/revenues

(210,182)

-

(210,182)

(237,073)

-

(237,073)

Financial result

4,061

(32,207)

(28,146)

7,332

(32,207)

(24,875)

Income tax and social contribution

-

-

-

(6,328)

-

(6,328)

Net income from continued operations

(109,437)

(32,207)

(141,644)

(110,179)

(32,207)

(142,386)

Non-controlling shareholders

-

-

-

(742)

-

(742)

Net income for the period

(109,437)

(32,207)

(141,644)

(109,437)

(32,207)

(141,644)

                         

 


 
 

 

 

(i)                   Amount referring to treasury shares issued by Gafisa, acquired through the 2014 Buyback Program, for a total cost of R$22.7 million, amounting to R$94.1 million of financial instruments destined for sale. In this same fiscal year, shares were sold for R$61.9 million, or a loss in results of R$32.2 million, R$6.0 million referring to 2013 and R$26.2 million referring to 2014.

 

The restatement of 2015 financial statements is necessary due to accounting adjustments in 2014. The restatement of DFs Tenda is available at the websites of the Brazilian Securities and Exchange Commission – CVM and of the Companies, at the following addresses: (i) www.cvm.gov.br (at this website access the “Systems Center” at the homepage, access “Information about the Companies”, then, “Eventual and periodic information (ITR, DFs, Material Facts, Notices to the Market, amongst others)”)”, in a new page type “Tenda” and then click on “Continue”, and click on “Construtora Tenda S/A” and select “DFP”); (ii) http://www.gafisa.com.br/ri (at this website, click on “Financial Information”, then click on “Results” and “2015”); (iii) http://www.tenda.com/investidores/ (at this website, click on 2015”).

São Paulo, October 18, 2016.

Gafisa S.A.

André Bergstein

Chief Financial and Investor Relations Officer

Construtora Tenda S.A.

Felipe David Cohen

Chief Financial and Investor Relations Officer

 

 

 

Pursuant to CVM Rule nº 358/2002, as amended and Conduct Handbook for Disclosure and Use of Information and Trading Policy of Securities Issued by Gafisa S.A., this Material Fact will be released in the following websites: www.cvm.gov.br, www.gafisa.com.br/ri, and http://economia.estadao.com.br/fatos-relevantes/.

 

 

SIGNATURE

 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 18, 2016
 
Gafisa S.A.
 
By:
/s/ Sandro Gamba

 
Name:   Sandro Gamba
Title:     Chief Executive Officer