itr 2q10 (quarterly information) - brgaap

8/20/2019 ITR 2Q10 (Quarterly Information) - BRGAAP

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,

Aliansce Shopping Centers S.A.(Publicly-held company)

Quarterly informationJune 30, 2010


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2

Aliansce Shopping Centers S.A.

(Publicly-held company)

Quarterly information

June 30, 2010

Contents

Management report 3 - 28

Independent auditors’ report on special review 29 - 30

Balance sheets 31

Statements of income 32

Statements of changes in shareholders’ equity 33

Statements of cash flow 34

Notes to the quarterly financial statements 35 - 102


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3

Aliansce Presents 2Q10 Results and Financial and Operating

Highlights

Rio de Janeiro, August 12, 2010 – Aliansce Shopping Centers S.A. (Bovespa: ALSC3), one of the largest shopping mall owners and administrators in Brazil, announces today its results for the second quarter of 2010. Unless stated otherwise, all operating and financial information herein is expressed in Brazilian reais and based on consolidated figures, pursuant to Brazilian Corporate Law.

The Company’s managerial information, based on its consolidated financial statements, was prepared to reflect and consolidate the 69.62% interest held by Aliansce in Via Parque Shopping and the exclusion as of the second quarter of 2009 of Shopping Leblon from our portfolio, which occurred in November 2009. To analyze the reconciliation of the consolidated financial statements and the managerial information, please see the comments in the Appendices section.

2Q10 Highlights and Recent Events

The financial information highlighted below is managerial and was based on the Company’s consolidated financial statements:

Sales in the Company’s shopping malls grew by 24.2% in 2Q10, while same‐area sales (SAS) and same‐store sales (SSS) increased 9.3% and 10.0%, respectively.

Net income grew by 134.4% from the same period of 2009, reaching R$16.3 million.

Gross revenue increased 31.7% in 2Q10 to R$52.1 million.

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%.

Adjusted EBITDA grew by 23.3% in relation to 2Q09 to R$31.1 million, while adjusted EBITDA margin stood at 64.0%;

Adjusted FFO grew by 65.8% to R$33.8 million, from R$20.3 million in 2Q09. Adjusted FFO margin was 69.6% in 2Q10.

The malls occupancy rate stood at 98.1%, excluding Shopping Santa Úrsula, which is being redeveloped, and Boulevard Shopping Brasília, which is in its leasing phase.

In 2Q10, investments in greenfield projects and mall expansions totaled R$48.2 million. Boulevard Shopping Belo Horizonte, which already has 87% of its GLA leased, remains on schedule, with the mall’s opening expected in October 2010 and the keys delivered to tenants at the end of July so they can begin works and preparations. Shopping Maceió

advanced in

the

project

detailing

phase,

with

launch

expected

for

4Q10.

On July 13, 2010, the Company announced an agreement to develop the mall Parque Shopping Belém in Belém, Pará. The project has GLA of approximately 23,000 sqm and 170 stores. Aliansce will hold a 50% interest and be responsible for planning, leasing and management. The mall will be launched on August 19, 2010 and we are already under negotiations with key anchors and mega stores, for more details see the Growth Drivers section.

On July 27, 2010, the Company acquired an additional fraction of 2.06% in Super Shopping Osasco. With this acquisition, Aliansce now holds a 33.58% interest in the center and added 363.4 sqm of own GLA to its portfolio.


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4

Main indicators 2Q10 2Q09 2Q10/2Q09

?% 1H10 1H09

1H10/1H09

?%

Financial Performance ‐ Managerial Information

Gross revenue 52,092 39,542 31.7% 102,572 77,748 31.9%

Net revenue 48,548 36,922 31.5% 95,189 72,532 31.2%

NOI 40,235 30,327 32.7% 77,360 59,000 31.1%

Margin % 90.4% 90.6% ‐0.2p.p. 89.1% 89.8% ‐0.7p.p.

Adjusted EBITDA 31,083 25,216 23.3% 62,132 49,003 26.8%

Margin % 64.0% 68.3% ‐4.3 p.p. 65.3% 67.6% ‐2.3 p.p.

Net Income 16,336 6,970 134.4% 24,627 12,527 96.6%

Margin % 33.6% 18.9% 14.8p.p. 25.9% 17.3% 8.6p.p.

Adjusted FFO 33,800 20,388 65.8% 59,478 33,324 78.5%

Margin % 69.6% 55.2% 14.4p.p. 62.5% 45.9% 16.5p.p.

Operational Performance ‐ Managerial Information

Sales/sq.m 859.2 780.5 10.1% 819.4 734.5 11.6%

Total rent

/ sq.m. 55.6 53.1 4.8% 56.1 53.7 4.5%

SAS/sq.m. (sales on same area)¹ 850.3 777.8 9.3% 823.8 731.2 12.7%

SAR/sq.m. (rents on same area)¹ 48.1 45.7 5.3% 48.1 45.4 5.9% SSS/sq.m. (same store sales)¹ 854.5 776.7 10.0% 823.6 728.9 13.0%

SSR/sq.m. ( same store rent)¹ 48.6 46.8 4.0% 48.4 45.9 5.5% Sales 932,480 750,829 24.2% 1,762,673 1,411,524 24.9% Occupancy costs (% of sales) 9.9% 10.3% ‐0.3p.p. 10.4% 10.8% ‐0.4p.p. Late Payments 1.0% 1.3% ‐28.4% 2.4% 2.9% ‐18.8% Occupancy² 98.1% 98.5% ‐0.4p.p. 98.1% 98.5% ‐0.4p.p. Total GLA (sq.m.) 423,290 363,385 16.5% 423,290 363,385 16.5% Own GLA (sq.m.) 225,638 182,693 23.5% 225,638 182,693 23.5%GLA reported sales (average ‐ sq.m.) 361,748 320,658 12.8% 358,528 320,290 11.9%¹ Monthly average. Does not include Shopping Santa Úrsula (under redevelopment process)

² Does not include Shopping Santa Úrsula and Boulevard Shopping Brasília

Note: Includes the consolidation of the 69.62% of the investment in Via Parque Shopping and excludes

70% of Shopping Leblon’s 2Q09 result.


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5

Message from Management

In the second quarter of 2010, Aliansce Shopping Centers continued to register excellent results, with sales at our malls growing

24.2% from the same period of 2009.

Same‐area sales (SAS) and same‐store sales (SSS) posted strong performances in the period, growing by 9.3% and 10.0%,

respectively. These results do not include the contribution from Boulevard Shopping Belém, a mall that has been in operation

for less than one year and whose gross revenue is equivalent to 13.6% of the company’s total. Occupancy at the company’s

malls ended the quarter at 98.1%.

In second quarter, managerial consolidated gross revenue grew to R$52.1 million, increasing 31.7% over the same quarter of

2009. Net Operating Income (NOI) increased by 32.7% to R$40.2 million. In the same period, adjusted EBITDA reached R$ 31.1

million, growing 23.3%. Managerial consolidated NOI margin stood at 90.4%, with managerial adjusted EBITDA margin of 64.0%.

Adjusted FFO

increased

by

65.8%

to

R$

33.8

million

in

the

second

quarter,

from

R$

20.4

million

in

the

same

period

last

year.

Adjusted FFO margin was 69.6%, while net income in the quarter was R$ 16.3 million.

Aliansce is the company with the youngest portfolio in the sector, carrying high potential for growth. The Company’s “New

Generation Assets,” which have been in operation less than five years, accounts for 43.7% of our own GLA. This group of assets

registered growth of 21.2% in SSS over the same period of 2009.

With the opening of Boulevard Belo Horizonte, which is scheduled to open at the end of October, the “New Generation Assets”

will represent approximately 50% of own GLA. Boulevard Belo Horizonte, the second‐largest mall in Belo Horizonte, has 90% of

its GLA committed by tenants.

In July 2010, Aliansce acquired a 58,000‐sqm land parcel in Belém for the development of Parque Shopping Belém. The mall will

have a GLA of approximately 23,000 sqm and leasing will commence during formal launch event on August 19.

We are seeking to maximize the construction potential of our projects through expansions and mixed use projects. By the end of

2011, expansion projects will increase our GLA by 28,000 sqm.

We continue to focus our efforts on growth through high‐quality assets and are committed to provide transparency in all our

initiatives, thus allowing our shareholders to accompany the return on their investment. Increasing the efficiency of our

business remains a priority, as we seek to create greater value for our shareholders.

Management


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6

Our Portfolio

In addition to its geographic diversity, with shopping malls located nationwide, Aliansce’s portfolio also targets a wide range of income groups.

To facilitate the understanding of the Company’s growth in the coming years, we have divided the portfolio into three groups in accordance with the time in operation or current phase of each asset:

Aliansce currently holds interests in 13 malls in operation, with a total own GLA in operation of approximately 226,000 sqm, and three more malls under development (one under construction and scheduled to open in October 2010), with a further 59,500 sqm of own GLA under development. It also acts as a service provider, responsible for the planning, management and leasing of nine malls owned by third parties, with a total GLA of 137,000 sqm.

Operating Malls State % Aliansce GLA Own GLA Occupancy

rate

Services

rendered

Shopping Iguatemi Salvador¹ BA 45.55% 57,636 26,252 98.8% ML

Shopping Taboão SP 38.00% 35,566 13,515 99.5% ML

Via Parque Shopping RJ 69.62% 53,937 37,551 99.7% ML

Boulevard Shopping

Campina

Grande PB 30.52% 17,323

5,287

99.6% ML

Shopping Grande Rio RJ 25.00% 35,801 8,950 99.1% ML

Carioca Shopping RJ 40.00% 23,008 9,203 98.2% ML

Supershopping Osasco SP 31.52% 17,641 5,560 95.2% L

Bangu Shopping RJ 100.00% 46,318 46,318 99.9% ML

Santana Parque Shopping SP 50.00% 26,542 13,271 96.7% ML

Shopping Santa Úrsula SP 37.50% 23,088 8,658 83.6% ‐

Caxias Shopping RJ 40.00% 25,649 10,260 98.1% ML

Boulevard Shopping Brasíl ia DF 50.00% 16,925 8,462 79.5% ML

Boulevard Shopping Belém PA 75.00% 34,394 25,796 91.4% ML

Loja C&A Feira de Santana BA 100.00% 2,108 2,108 100.0% n/a

Loja C&A Grande Rio RJ 100.00% 2,108 2,108 100.0% n/a

Loja C&A Iguatemi Salvador Naciguat BA 44.58% 5,246 2,339 100.0% n/a

Sub‐Total Operating Malls 53.31% 423,290 225,638 98.1%

Malls under development (Greenfields)

Boulevard Shopping

Belo

Horizonte MG 70.00% 43,045

30,132

‐ ML

Shopping Maceió AL 50.00% 35,470 17,735 ‐ ML

Parque Shopping Belém PA 50.00% 23,000 11,500 ‐ ML

Sub‐Total Malls under development 58.48% 101,515 59,367

Total portfolio 524,805 285,004

(M) Management | (L) Leasing

¹Ownership interest detained from two condominiums ‐41,59% of Naciguat and 71.49% of Riguat.

2Q102Q09

Core New

Generation

Next

Generation

Own GLA per group

48.5%43.7%

7.8%

64.1%

30.8%

5.1%


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7

Sales Performance

Sales in the Company’s shopping malls continued to grow in 2Q10, 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 growth of 24.9% in relation to 1H09.

The second quarter of 2010 was positively affected by seasonal events, such as Mother’s Day and Valentine’s Day, on the other hand was negatively impacted by the World Cup, especially on the days when the Brazilian national team played. The shopping malls with the strongest growth in sales in 2Q10 were Shopping Grande Rio, Caxias Shopping and Bangu Shopping, which posted sales growth of 25.9%, 25.3% and 20.6%, respectively.

The opening of Boulevard Shopping Belém 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% of the malls classified under “Core Assets”.

In 2Q10, same‐store sales (SSS) and same‐area sales (SAS) grew by 10.0% and 9.3%, respectively. Analyzing same‐store sales by group, Core Assets posted growth of 5.2% while New Generation Assets recorded growth of 21.2%.

448

666

751

932

Sales (R$ million)

24.2%

Sales per shopping 2Q10 2Q09 1Q10/1Q09

Δ%

1H10 1H09 1H10/1H09

Δ%(Amounts in thousands of Reais)

Shopping Iguatemi Salvador 257,591 240,532 7.1% 496,851 462,286 7.5%

Shopping Taboão 74,180 62,770 18.2% 134,980 113,736 18.7%

Via Parque Shopping 86,813 75,112 15.6% 170,626 148,337 15.0%

Boulevard Shopping Campina Grande 45,414 40,663 11.7% 84,651 73,004 16.0%

Shopping Grande Rio 78,469 62,316 25.9% 146,314 116,850 25.2%

Carioca Shopping 59,971 57,906 3.6% 114,195 105,503 8.2%

Supershopping Osasco 43,786 44,645 ‐1.9% 83,750 80,697 3.8%

Bangu Shopping 86,332 71,559 20.6% 166,240 133,601 24.4%

Santana Parque Shopping 48,737 41,451 17.6% 91,582 75,430 21.4%

Shopping Santa Úrsula 24,991 19,526 28.0% 45,569 40,577 12.3%

Caxias Shopping 43,040 34,350 25.3% 79,716 61,503 29.6%

Boulevard

Shopping

Brasília 19,865 n/a n/a 34,146 n/a n/a

Boulevard Shopping Belém 63,291 n/a n/a 114,053 n/a n/a

Total 932,480 750,829 24.2% 1,762,673 1,411,524 24.9%

GLA reported sales (average sq.m.) 361,748 320,658 12.8% 358,528 320,290 11.9%

5.1%

9.3% 10.0%

24.2%

IPCA SAS SSS Total Sales

Sales Analysis 2Q10

847.5 891.4

650.3

788.2

2Q09 2Q10 2Q09 2Q10

SSS (R$/m²)

5.2%

21.2%

Core Assets New Generation

¹ Monthly average


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8

Financial Highlights

Gross Revenue

Gross revenue increased by 31.7% in 2Q10 and 31.9% in 1H10 in relation to the same period of 2009, mainly due to the opening of Boulevard Shopping Belém in November 2009 and the higher revenue from shopping malls as well as from services and parking. Excluding Boulevard Shopping Belém and Boulevard Shopping Brasília, gross revenue grew by 11.9% in 2Q10 and 12.3% in 1H10.

Boulevard Shopping

Belém

opening

also

impacted

the

straight

‐line

rent revenue of R$2.4 million in 2Q10 and R$4.2 million in 1H10. Key Money

6.0%

Parking

11.3%

Transfer

Fee

0.3%

Services

rendered

10.2%

Minimum

rent

84.9%

Percentage

rent

7.9%

Stands /

Kiosques

7.2%

Revenues Breakdown ‐ 2Q10

Rent

71.5%

Managerial Financial Information 2Q10 2Q09 1Q10/1Q09

Δ% 1H10 1H09

1H10/1H09

Δ%

Revenues per type

Rentals 35,245 26,942 30.8% 69,461 53,026 31.0%

Key Money 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%

Transfer fee 147 115 27.8% 259 298 ‐13.1%

Services rendered 5,301 4,519 17.3% 11,860 9,107 30.2%

Straight line rent adjustement ‐ CPC 06 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%

(Amounts in thousands of Reais, except percentages)


Δ% 1H10 1H09

1H10/1H09

Δ%

Revenues per venture


Shopping

Taboão 2,594

2,729 ‐

4.9% 5,153

5,040

2.2% Via Parque Shopping 5,746 4,560 26.0% 10,734 9,561 12.3%

Boulevard Shopping Campina Grande 586 538 8.9% 1,146 1,019 12.5%



Supershopping Osasco 1,064 1,120 ‐5.0% 2,149 2,227 ‐3.5%

Bangu Shopping 7,565 6,432 17.6% 14,554 12,548 16.0%

Santana Parque Shopping 2,549 2,509 1.6% 4,976 5,201 ‐4.3%

Shopping Santa Úrsula 655 614 6.7% 1,221 761 60.4%

Caxias Shopping 1,711 1,428 19.8% 3,377 2,712 24.5%

Boulevard Shopping Brasília 820 63 n/a 1,360 126 n/a

Boulevard

Shopping

Belém 7,088

‐ n/a 1 4,02 4

‐ n/a

C&A Stores 599 571 4.9% 1,198 1,142 4.9%

Services rendered 5,301 4,519 17.3% 11,860 9,107 30.2%

Straight line rent adjustement ‐ CPC 06 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%



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9

Shopping Iguatemi Salvador and Shopping Taboão recorded moderate growth in total revenue in the first six months, due to the low turnover and the impact from the deflation measured by the IGP price index on lease price adjustments. This trend was offset by the good performance of overage rent due to the stronger sales in the period. In addition, Shopping Taboão posted higher revenue from key‐money in 2Q09 in relation to 2Q10.

Shopping Grande Rio showed strong growth in total revenue in 2Q10 versus 2009, reflecting the leasing of stores from the mall’s expansion during the 2Q09.

Bangu Shopping maintained its excellent performance recorded in previous quarters in both minimum and overage rent and kiosks.

Contractual renewals explained a large percent of the growth in total revenue at Via Parque Shopping.

The opening of Boulevard Shopping Belém in November 2009 helped to dilute the relative revenue share of each mall in the Company’s portfolio, in both 1H10 and 2Q10, corresponding to 13.7% of gross revenue.

Leasing revenue from the Company’s shopping malls grew by 30.8% in 2Q10 in relation to 2Q09, and by 31.0% in 1H10 in

relation to

1H09.

In

addition

to

the

better

performance

of

our

malls

in

the

period,

the

opening

of

Boulevard

Shopping

Belém

and Boulevard Shopping Brasília in 2009 also contributed to revenue growth.

Rental Revenues per shopping 2Q10 2Q09 1Q10/1Q09

Δ% 1H10 1H09

1H10/1H09

Δ%

(Amounts

in

thousands

of

Reais)


Shopping Taboão 1,906 1,862 2.4% 3,807 3,645 4.4%

Via Parque Shopping 3,600 3,325 8.3% 7,288 6,870 6.1%

Boulevard Shopping Campina Grande 570 517 10.3% 1,113 990 12.4%



Supershopping Osasco 895 909 ‐1.5% 1,788 1,783 0.3%

Bangu Shopping 5,549 4,680 18.6% 10,597 9,152 15.8%

Santana Parque Shopping 1,865 1,841 1.3% 3,643 3,700 ‐1.5%

Shopping Santa Úrsula 453 558 ‐18.8% 827 705 17.3%

Caxias Shopping 1,119 1,045 7.1% 2,282 2,074 10.0%

Boulevard Shopping Brasília 749 63 1088.9% 1,254 126 895.2%

Boulevard Shopping Belém 5,933 ‐ n/a 11,655 ‐ n/a

C&A Stores 598 571 4.7% 1,197 1,142 4.8%

Total 35,245 26,942 30.8% 69,461 53,026 31.0%

Cost of Rentals and Services

The openings of Boulevard Shopping Belém and Boulevard Shopping Brasília led to an increase in the cost of rentals and services

of 42.2%

in

2Q10

and

37.4%

in

1H10

in

relation

to

the

same

periods

last

year.

New

malls

generated

a direct

increase

of

R$4.8

million in depreciation expenses and R$2.5 million in mall operating expenses. For the same reason, parking costs in the 1H10 increased by 32.8% over 1H09 and corresponded to 4.1% of net revenues in both periods. In the 2Q10, pre‐operating expenses declined 41.8%, while leasing and planning costs increased by 107.1% versus 2Q09.


?% 1H10 1H09 1H10/1H09

?%

Costs per type Depreciation of properties 6,804

4,115

65.3% 13,406 8,033 66.9%Malls operational costs 3,557

2,724

30.6% 7,622

5,423 40.5% Parking costs 2,295

1,563

46.8% 3,916

2,949 32.8% Pre‐operational expenses 876

1,504

‐41.8% 2,163

2,935 ‐26.3%

Leasing

and

Planning

costs 1,379

666

107.1% 2,431

2,212 9.9%

Allowance of doubtful accounts 704

409

72.1% 1,814

1,269 42.9%Total 15,615

10,981

42.2% 31,352 22,821

37.4%



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10

Gross Income

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

opening of two new malls (Boulevard Shopping Belém and Boulevard Shopping Brasília) and the good performance of our portfolio.

Operating Income (Expenses)

The Company’s

operating

expenses

increased

by

646.4%

in

2Q10

and

by

92.7%

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

expenses increased by 31.8% in 2Q10 and by 18.2% in 1H10.

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 Company’s executives.

Depreciation and amortization expenses increased by 3.9% in 2Q10 and by 18.8% in 1H10 due to the start of amortization of deferred (pre‐operational) expenses from Boulevard Shopping Belém and Boulevard Shopping Brasília.

Other operating revenues and expenses fell by 86.7% in 2Q10 due to the extraordinary gain from the R$6.1 million lawsuit mentioned earlier.

Financial Result

Net financial expenses decreased by R$18.2 million or 93.6% in 2Q10 and by R$14.5 million in 1H10, reflecting the higher financial income and the mark‐to‐market of the SWAP operation (Law 11,638).

The proceeds from the IPO (R$430 million), occurred in late January 2010, led to an increase of R$12.5 million in financial income. In addition, interest expenses decreased

by

R$1.4

million

and

the

adjust

to

mark

‐to

‐market

of

the

SWAP

operation (Law 11,638) represented a gain of R$7.3 million in 2Q10, versus a loss of R$12.9 million in the same period of 2009.


?% 1H10 1H09 1H10/1H09

?%

Operating (Expenses)/Income

Administrative and general expenses (9,706)

(6,820)

42.3% (16,925)

(12,221)

38.5%

Equity in income ‐

113

‐100.0% ‐

246

‐100.0%

Depreciation and Amortization (856)

(824)

3.9% (1,949) (1,641) 18.8%Other Operating (Expenses)/Income 829

6,227

‐86.7% 304

3,980

‐92.4%

Total (9,733)

(1,304)

646.4% (18,570)

(9,636)

92.7%

Law suits ‐

(6,080)

‐100.0% ‐

(6,080) ‐100.0%Total (9,733)

(7,384)

31.8% (18,570) (15,716)

18.2%

(Amounts in thousands of reais, except percentages)

25,941

32,933

49,711

63,837

2Q09 2Q10 1H09 1H10

Gross Income (R$ thousands)

27.0%

28.4%

(7,384)

(9,733)

(15,716)

(18,570)

(Expenses)/Operating income (R$

thousands) ¹2T09 2T10 1H09 1H10

¹ 2009 figures excludesan extraordinary revenue from law suits

(19,492)

(1,247)

(25,620)

(11,130)

Financial Expenses (R$ Thousands)

2Q09 2Q10 1H09 1H10


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11

Net Income

The

Company

posted

a

net

income

of

R$16.3

million

in

2Q10,

up

134.4%

from

2Q09, with net margin of 33.6%, versus 18.9% last year. In 1H10, net income was R$24.6 million, 96.6% higher than in 1H09, with net margin of 25.9%. Net income growth was driven by the opening of new projects in 2009, the excellent performance of malls in 1H10, the strengthening of the Company’s capital structure due to the IPO on January 27, 2010 and the ajust to mark‐to‐market of the SWAP contract.

Net Operating Income (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% in 1H10, totaling R$40.2 million and R$77.4 million, respectively.

Adjusted EBITDA

The Company’s adjusted EBITDA totaled R$31.1 million in 2Q10, a 23.3% increase from 2Q09, with EBITDA margin of 64.0%. In 1H10, adjusted EBITDA grew by 26.8% over 1H09 to R$62.1 million, with EBITDA margin of 65.3%.


?% 1H10 1H09 1H10/1H09

?%

NOI Rents 37,787

29,108

29.8% 73,971 56,899 30.0% Assignment of usage rights 3,109

2,198

41.4% 6,094

4,253

43.3%

Parking revenues 3,600

2,154

67.1% 6,731

4,540

48.3%

Operational Income 44,496 33,460 33.0% 86,796 65,692 32.1%

(‐) Cost of rentals and services (13,320)

(9,418)

41.4% (27,436)

(19,872)

38.1%

(+) Pre operating expenses 876

1,504

‐41.8% 2,163

2,935

‐26.3%

(+) Marketing and planning costs 1,379

666

107.1% 2,431

2,212

9.9%

(+) Depreciation and amortization 6,804

4,115

65.3% 13,406 8,033

66.9%

(=) NOI 40,235

30,327

32.7% 77,360 59,000 31.1%Margin NOI 90.4% 90.6% ‐0.2p.p. 89.1% 89.8% ‐0.7p.p.

(Amounts

in

thousands

of

reais,

except

percentages)


?% 1H10 1H09 1H10/1H09

?%

Net Revenues 48,548

36,922

31. 5% 95,189

72,532

31.2%

(‐) Costs (15,615)

(10,981)

42.2% (31,352)

(22,821) 37.4%(‐) Expenses (9,733)

(1,304)

646.4% (18,570)

(9,636) 92.7%(+) Depreciation and amotization 7,660

4,939

55.1% 15,355

9,674 58.7%(=) EBITDA 30,860

29,576

4.3% 60,622

49,749

21.9%

(+)/ (‐) Non‐recurring (expenses)/income (*) 223

(4,360)

‐105.1% 1,510

(746)

‐302.4%

(+) Pré‐operational expenses 876

1,504

‐41.8% 2,163

2,935 ‐26.3% (‐) Law suits ‐

(6,080)

n/a ‐

(6,080) n/a (+/‐) Others

(653)

216

‐402.3% (653)

2,399

‐127.2%

(=) Adjusted EBITDA 31,083

25,216

23. 3% 62,132

49,003

26.8%

Margin adjusted EBITDA 64.0% 68.3% ‐4.3 p.p. 65.3% 67.6% ‐2.3 p.p.

(Amounts in thousands of reais, except percentages)

6,970

16,336

12,527

24,627

2Q09 2Q10 1H09 1H10

Net income (R$ Thousands)

134.4%

96.6%


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12

FFO and Adjusted FFO (AFFO)

The higher operating income from the opening and maturation of new malls and the structuring of long‐term funding operations (with grace periods for payment of interest and principal) resulted in a 65.8% increase in the Company’s AFFO in 2Q10 in relation to 2Q09, from R$20.4 million to R$33.8 million, with the AFFO margin increasing from 55.2% to 69.6%. In 1H10, this

growth

was

78.5%

in

relation

to

the

same

period

last

year.

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 Belém, as well as to the expansions on operating malls and the redevelopment of Shopping Santa Úrsula. For more details, see the Growth Drivers section.

Operating Highlights

The Company’s 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

following charts presents historical data and comparisons with prior quarters:

Net Operating Income (NOI/sqm)

In 2Q10, NOI/sqm continued to improve, increasing by 20.8% from 2Q09, mainly due to the good performance of the new projects, in line with portfolio growth.

Same‐store rent (SSR)

SSR increased by 4.0% in 2Q10 and 5.5% in 1H10. As expected, the analysis of the increase in same‐store rent per group confirmed the higher growth in New Generation Assets than in Core Assets.

Considering that the opening of three assets, or 73% of the own GLA of the New Generation Assets group (Bangu Shopping, Santana Parque Shopping

and Caxias

Shopping)

occurred

in

the

fourth

quarter,

we

observed

a higher

concentration of adjustments in the fourth quarter. This means that the

Managerial Financial Information 2Q10 2Q09 1Q10/1Q09 ?%

1H10 1H09 1S10/1S09 ?%FFO

Net Income 16,336

6,970

134.4% 24,627

12,527

96.6%

(+) Depreciation and Amortization 7,660

4,939

55.1% 15,355

9,674

58.7%

(=) FFO 23,996

11,909

101.5% 39,982

22,201

80.1%

(+)/ (‐) Non current expenses/(income) 223

(4,360)

‐105.1% 1,510

(746) ‐302.4%(+) SWAP effect (7,313)

12,946

n.a (8,138) 10,745

‐175.7%

(+) non disbursed financial expenses 13,026

4,125

215.8% 20,753

4,555

355.6%

(+) non‐cash taxes 3,868

(4,232)

‐191.4% 5,371

(3,431) ‐256.5%(=) Adjusted FFO 33,800

20,388

65.8% 59,478

33,324

78.5%

Margin AFFO

% 69.6% 55.2% 14.4

p.p. 62.5% 45.9% 16.5

p.p.

( Amounts in thousands of reais, except percentages )

1st Quarte r 2nd Quarte r 3rd Quarte r 4th Quarter

41.7 43.446.5

51.1

49.8 49.2 51.256.0

52.9 59.4

NOI (R$/m²)¹

2008 2009 2010¹ Monthlyaverage

52.4 54.2

36.5 38.5

2Q09 2Q10 2Q09 2Q10

SSR (R$/m²)

3.4%

5.4%


¹ Monthly average


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13

SSR growth of New Generation Assets is being negatively impacted by the deflation measured by the IGP index in 4Q09 (‐1.3% on average).

Occupancy Rate

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 obviously is the best time for retailers.

Occupancy Cost (% of sales)

The company’s occupancy costs previously announced included unduly, due to a system fault, tenants that do not report sales and sold stores to its figures. 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 down 0.4 p.p. from 2Q09.

Growth Drivers

The expansion and greenfield projects currently in the Company’s pipeline point to an increase in own GLA of 25.6% by the end of 2011 and 41.5% by the end of 2012, when we should reach own GLA of approximately 320,000 sqm.

98.6% 98.6%98.1% 98.0% 98.1%

2Q09 3Q09 4Q09 1Q10 2Q10

Occupancy (%)

10.0% 9.7% 10.7% 10.7%

2Q09 2Q10 2Q09 2Q10

Occupancy cost (%)


DevelopmentsExpansions

225,638

319,349

7,903

19,627

6,81530,132

29,235

2Q10 2010 2011 2012 End 2012

Own GLA evolution

41.5%

Boulevard BH

Maceió +

Parque Shopping Belém


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14

GREENFIELD Projects

Boulevard Shopping Belo Horizonte

With the

opening

schedule

for

October,

Boulevard

Shopping

Belo

Horizonte

has

already

87%

of

its

GLA

leased.

Due

to

changes

in the office tower project, the infrastructure and facade works suffered budget increases of approximately R$10 million, but we expect that this increase will be more than offset by the financial return resulting from the office space, from which we expect an additional revenue of R$28 million at share. At the end of 2Q10, the investments made in the development reached 81% of the total budgeted, in line with our schedule. The store keys have already been hand over to the tenants so they can begin their works.

State MG

GLA 43,045 sq.m.

Launch June, 2008

Expected Opening October, 2010

Ownership 70%% leased 87%

IRR (p.a.) 15%

CDU R$ 11.3 million

CAPEX R$ 193.2 million

% of Capex invested 81%

NOI 1st year R$ 14.7 million

NOI 3rd year R$ 17.6 million

Boulevard Shopping Belo Horizonte

% Aliansce

Shopping Maceió

After advance in the detailing of the mall’s project, we expect to have the municipal approvals by next quarter. The mall is

scheduled to launch in the 4Q10.

State AL

GLA 35,470 sq.m.

Launch 4Q10

Expected Opening 2012

Ownership 50%

IRR (p.a.) 17%

% Aliansce

CDU R$ 5.5 million





Shopping Maceió


On July 13, 2010, the Company announced an agreement to develop Parque Shopping Belém in Belém, Pará. The mall will be launched on August 19, 2010 and we are already under negotiations with key anchors and mega stores.

The site has a total area of 58,000 sqm and has construction potential for including a mixed use project, such as office buildings. The region of the city where the mall will be located has grown significantly in recent years and is where various national builders are launching new residential developments.

The project

has

a GLA

of

approximately

23,000

sqm,

170

stores,

including

five

anchors

and

five

mega

stores,

a movie

theater,

a

leisure area and 1,200 parking spaces. Aliansce will hold a 50% interest and will be responsible for the planning, leasing and management.


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15

The project strengthens our operations in Brazil’s North region, especially in the metropolitan area of Belém, where in November 2009 we inaugurated Boulevard Shopping Belém.

State PA

GLA 23,000 sq.m.

Launch August, 2010

Expected Opening 1st

semester 2012

Ownership 50%

IRR (p.a.) 17%

% Aliansce

CDU R$ 5.7 million






Expansions

Ongoing Projects

Projects due to be inaugurated with the next 12 months will add 15,495 sqm to the Company’s own GLA.

Expansion of Carioca Shopping

The renovation of Carioca Shopping began in 2009, focusing on the mall’s second floor. In 2Q09, we approved an additional investment of approximately R$6

million

to

change

the

flooring,

ceilings,

lighting,

escalators

and

elevators,

and to enclose an open area. The renovation adds value to the mall and, in addition, its GLA was increased by 622 sqm. The new GLA from the expansion is already 100% leased, with 70% of this area already inaugurated and the remainder to be opened in 4Q10.

CAPEX Key Money NOI 1st

year

NOI 3rd

year

Carioca Shopping Expansion RJ 4Q10 622 40.00% 249 2.4 0.0 0.3 0.3 100% 15%Iguatemi

Salvador

Expansion BA 4Q10 4,434 41.59% 1,844 8.3 2.1 1.4 1.5 100% 26%Bangu Shopping Expansion RJ 4Q10 5,810 100.00% 5,810 22.3 3.2 3.7 4.2 95% 27%Campina Grande Expansion ‐ Phase 01 PB 2Q11 3,579 30.52% 1,092 4.0 0.1 0.5 0.5 65% 16%Bangu Shopping Expansion ‐ Medical Center RJ 2Q11 2,000 100.00% 2,000 2.8 ‐0.2 1.1 1.1 50% 40%Bangu Shopping Expansion ‐ Offices RJ 3Q11 4,500 100.00% 4,500 7.4 ‐0.5 2.5 3.0 0% 40%Total 20,945 15,495 47.2 4.7 9.5 10.6

% Leased IRR

(a.a.)Ongoing Projects State Opening

GLA

(sq.m.)

%

Aliansce

% Aliansce (R$ million)Own GLA

(sq.m.)


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16

Expansion of Iguatemi Salvador

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 mall’s 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 vehicles per month.

Expansion of Bangu Shopping

The mall has already begun another expansion that will add 12,110 sqm of GLA by the end of 3Q11. The expansion includes three phases, with the first phase to be inaugurated in 4Q10.

1st Phase: With 5,810 sqm of GLA and opening scheduled for 4Q10, the expansion will add two new anchor stores (Riachuelo and Marisa), 34 satellite stores and a new food court to the mix.

2nd Phase – Medical center: With 2,000 sqm of GLA and opening scheduled for 2Q11, the expansion includes a laboratory, a diagnostic imaging center and consulting rooms.

3rd Phase – Offices: Scheduled to open in 3Q11, this last phase will add 4,500 sqm of GLA to the mall and includes office space and a restaurant. The expansion, which originally planned to add 5,500 sqm, had its GLA reduced by 1,000 sqm to improve leasing opportunities and optimize the store mix.


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17

Expansion of Boulevard Shopping Campina Grande

The expansion is still under project detailing phase, because based on research and a new market survey, we identified a stronger demand by tenants for additional area, supporting an increase in the mall’s expansion potential. The project was revised to meet this demand, and the expansion will now add 5,396 sqm of GLA, divided into two phases:

1st Phase: With part of the capex already invested and opening scheduled for 2Q11, the expansion will add 3,579 sqm of GLA to the

mall. 2nd Phase: With inauguration scheduled for 4Q11, this phase will add another 1,817 sqm to the mall. The first two expansion phases will add two new anchor stores and 47 satellite stores and will also include a deck parking facility that will add 204 parking spaces to the project.

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

second pavement to the mall.

Future Expansions

Projects with openings for the second half of 2011 and for 2012 will add 18,850 sqm to the Company’s own GLA.

Future Expansions State Opening GLA (sq.m.)

% Aliansce Own GLA (sq.m.)

Via Parque Shopping RJ 3Q11 8,000

69.62% 5,570

Caxias Shopping RJ 3Q11 5,000

40.00% 2,000

Shopping Grande Rio RJ 4Q11 5,000

25.00% 1,250

Shopping Taboão SP 4Q11 7,000

38.00% 2,660

Boulevard Shopping Campina Grande ‐ Phase 02 PB 4Q11 1,817

30.52% 555

Iguatemi Salvador BA 2Q12 8,500

41.59% 3,535

Carioca Shopping ‐ Poupa Tempo RJ 2Q12 8,200

40.00% 3,280

Total 43,517

18,850


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18

Case Study – Bangu Shopping

Bangu Shopping – regional icon

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 mall’s unique environment. Before the mall opening, the only shopping option for approximately 650,000 of the region’s residents, most belonging to the “B” and “C” income classes, were the neighborhood’s traditional street stores. This unique project resulted in an excellent acceptance since its launch.

Launch and Leasing

The demand

in

the

region

was

soon

confirmed

by

the

leasing

success

on

the

mall’s

launch,

which

led

the

mall

to

be

fully

leased

before its opening.

Since then, the mall has proven a success in terms of traffic and sales, attracting approximately 1.6 million visitors each month,

with a peak of almost 2.5 million last December.

Opening of the first Poupa Tempo unit in Rio de Janeiro

Before completing 20 months of operating history, in July 2009, Bangu

Shopping opened its first expansion, with 6,120 sqm of GLA and including

the

city’s

first

Poupa

Tempo.

This

unit

seeks

to

make

life

easier

for

the

general public by offering a wide variety of government services in single

location, and with faster and more comfortable service. The Poupa Tempo

provides services to over 6,000 people during business hours, increasing

even more the public flow.

Today, Bangu Shopping has GLA of 46,318 sqm, with 8 anchor stores, 6

mega stores, one last‐generation movie theater, 12 food court operations, 4

restaurants and 155 satellite stores, with 2,500 parking spaces, on a site of approximately 140,000 sqm.

Excellent performance

Bangu Shopping’s financial performance has exceeded our expectations, reaching

an IRR of over 22%, indicating that there is still room to grow through future

expansions.

Reported sales grew by 20.6% in the last 12 months and the main indicators for

2Q10 showed SSS of 21.0% and SAS of 21.8%, confirming the upward sales trend.

438.94494.98

598.00

1H08 1H09 1H10

Sales (R$/m²)

12.8 %

20.8 %


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19

NOI was higher than expected in the mall’s first year, closing 2009 at R$23

million. Aliansce projects NOI of R$26 million for 2010, when the mall will

complete its second year of operations. The second quarter of this year confirms

the expected growth, with operating income 17.1% higher than in 2Q09.

Mall’s second expansion in just three years of operations

Bangu Shopping’s second expansion is expected to be inaugurated in 4Q10. This is the mall’s second expansion in only three

years of operations. The expansion will add 5,810 sqm to the mall’s GLA.

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

space to

the

mall’s

mix,

and

also

a restaurant.

Acquisition of 30%

Aliansce’s track record of success and our expectations reinforced our decision to acquire the remaining 30% interest in this mall

in December 2009. The amount paid plus the investment projected for the 2010 and 2011 expansions represent a cap rate of

11.8% in the first year. Furthermore, the acquisition reinforces Aliansce’s position as a young portfolio composed of assets with

vast growth potential.

6,062

10,782

12,623

1H08 1H09 1H10

NOI (R$ Thousand)

77.9%

17.1%


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20

Indebtedness and Cash and Cash Equivalents

We seek to manage the cash raised by achieving a healthy balance between liquidity and profitability, and aligned with the Company’s investment plan. Although we did not raise any new funds in 2Q10, the Company’s total debt increased due to the disbursement of the loan for Boulevard Shopping Belo Horizonte.

The Company’s current debt profile has an average maturity of 8.5 years and is 92.6% indexed to the TR reference rate and the IPCA consumer price index.

We are analyzing financing alternatives that are aligned with our cash flow, seeking to replace part of our debt indexed to the IPCA with longer‐term debt at more attractive conditions.

On June 30, 2010, Aliansce held debt net of financial investments of R$212.7 million. Excluding minority interest, the Company’s

net debt

after

financial

investments

totaled

R$157.8

million.

This

amount

includes

R$59.5

million

in

obligations

for

purchase

of

assets, most of which refers to the balance payable in 2013 for the acquisition of the remaining 30% interest in Bangu Shopping.

44.8

70.359.1

127.9

69.3 74.9 81.0 84.2 73.3

51.838.3

25.9

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021

Principal Amortization Schedule (R$

Million)

TR

70.6%

IPCA

22.0%CDI

6.2%

TJLP

0.8%

Others

0.5%

Debt Profile ‐ Indexes

Approximately R$324.4 million, or 46.6%. of our debt has a grace period (principal and interest) during 2010. Accordingly, financial expenses non disbursed in 2010 (which will be capitalized under liabilities) represent approximately R$40.6 million. In 2011, financial expenses non disbursed should total R$25.8 million.

‐

100

200

300

400

500

600

700

800

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021

Other

TJLP

CDI

IPCA

TR R $ M i l h õ e

s

Debt Balance Projection

Debt breakdown Short t erm Long Term Total Debt

Banks 39,172 125,623 164,795

CCI/ CRI 34,590 425,898 460,488

Obligation for purchase of assets 7,156 52,347 59,503

TOTAL DEBT 80,918 603,868 684,786

Cash and Cash Equivalents (472,129) (472,129)

NET DEBT (391,211) 603,868 212,657


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21

Stock Performance

Aliansce

stock

(ALSC3)

ended

2Q10

at

R$11.35,

for

a

gain

of

26%

from

the

IPO

launch

price

on

the

BM&FBovespa

on

January

29,

2010.

The Company has been recording a gradual increase in its average daily trading volume, with ADTV of R$2.9 million in 2Q10.

Free Float

51.19%GGP

31.44%

Rique

Empreen‐

dimentos

e Part

12.75%

Gávea

Investim.

3.35%

Adminis‐

tradores

1.28%

Shareholders Base

0

2

4

6

8

10

12

14

80

85

90

95

100

105

110

115

1 / 4 / 2 0 1 0

8 / 4 / 2 0 1 0

1 5 / 4 / 2 0 1 0

2 2 / 4 / 2 0 1 0

2 9 / 4 / 2 0 1 0

6 / 5 / 2 0 1 0

1 3 / 5 / 2 0 1 0

2 0 / 5 / 2 0 1 0

2 7 / 5 / 2 0 1 0

3 / 6 / 2 0 1 0

1 0 / 6 / 2 0 1 0

1 7 / 6 / 2 0 1 0

2 4 / 6 / 2 0 1 0

M i l h õ e s

Volume (milhões R$) ALSC3 Ibovespa


22/102

22

Glossary Adjusted EBITDA: EBITDA + pre‐operating expenses + other nonrecurring expenses (revenues).

Adjusted FFO (Funds from Operations): net income + depreciation + amortization – nonrecurring expenses and revenues +

SWAP

effect

+

unpaid

financial

expenses

+

non‐

cash

tax.

Anchor Stores: large, well known stores with special marketing and structural features that attract consumers, thereby ensuring permanent flows and uniform traffic in all areas of the shopping mall.

CCI/CRI: mortgage‐backed securities.

CPC: Accounting Pronouncements Committee.

EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization): net revenue – operating costs and expenses + depreciation and amortization.

FIIVPS: Fundo de Investimento Imobiliário Via Parque Shopping, a real estate investment fund.

GCA: Gross Commercial Area, equivalent to the sum of all the commercial areas of the shopping malls, that is, GCA plus the areas of stores sold.

GLA (Gross Leasable Area): equivalent to the sum of all areas available for leasing in shopping malls, except for kiosks and sold areas.

Key Money: amount charged to merchants for the right to use the project’s technical infrastructure, applicable to contracts with terms higher than 60 months.

Late payment: the ratio between the total earned volume and total revenue received for the same month, calculated on the last business day of the month.

Federal Law 11,638: on December 28, 2007, Federal Law 11,638 was enacted with the purpose of including publicly‐held companies in the international accounting convergence process. Therefore, some financial and operating results were subject to

certain accounting

effects

due

to

the

changes

introduced

by

the

new

law.

NOI (Net Operating Income): gross revenue of shopping malls (excluding revenue from services) + parking revenue – rental and service costs + leasing and planning costs + depreciation + amortization + pre‐operating expenses.

PDA: Provision for Doubtful Accounts.

Satellite Stores: small stores with no special marketing and structural features located around the anchor stores and intended for general retailing.

SAR (Same‐area rent): ratio between the rent earned in a same store in current versus previous year. Excludes Shopping Santa Úrsula (undergoing renovation).

SAR (Same‐area sales): ratio between sales in a same area in the current versus the previous year. Excludes Shopping Santa

Úrsula (undergoing

renovation).

SSR (Same‐store rent): ratio between the rent earned in a same store in the current versus the previous year. Excludes Shopping Santa Úrsula (undergoing renovation).

SSS (Same‐store sales): ratio between sales in a same store in the current versus the previous year. Excludes Shopping Santa Úrsula (undergoing redevelopment).

Sales: reported sales of stores in each of the shopping malls in the quarter.

Occupancy Rate: total GLA of a shopping mall divided by the area leased.

Occupancy Cost as % of Sales: rent (minimum + percentage) + common charges (excluding specific charges) + merchandising fund.

Own GLA: refers to total GLA weighted by Aliansce’s interest in each shopping mall.


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23

Appendices

Reconciliation of

consolidated

and

managerial

financial

statements

The Company’s managerial financial information was prepared in order to reflect/consolidate Aliansce’s interest in Via Parque Shopping in the semesters ended June 30, 2010 and 2009, as well as the spin‐off that led to the exclusion of Shopping Leblon from its portfolio, which only affects the semester ended June 30, 2009.

For accounting purposes, Aliansce’s investment in Via Parque Shopping is recognized in the consolidated financial statements as a financial investment. Accordingly, the mall’s operating results are not consolidated in Aliansce’s balance sheet and the investment is recorded at market value as determined by Federal Law 11,638. For managerial financial information purposes, we have considered Aliansce’s 69.62% interest in Via Parque Shopping on June 30, 2010 as if it had existed throughout the first half of 2010 and 2009 in order to permit a comparative analysis of results.

Income from

Aliansce’s

interest

in

Shopping

Leblon,

held

through

Cencom

and

Frascatti,

was

excluded

from

the

consolidated

managerial figures in order to reflect, in the managerial financial statements of June 30, 2009, the partial spin‐off that occurred in October 2009.

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 Company’s Management, and they should be read in conjunction with the period’s financial statements and respective notes.


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24

Conciliation between managerial financial information

vs financial statements

Aliansce

Consolidated

Aliansce

Consolidated

Semester ended June 30, 2009 2009 ‐ Financial statements

2009 ‐ Managerial

Gross revenue from rental and services 68,775

8,973

77,748

Taxes and contributions and other deductions (5,162)

(54)

(5,216)

Net revenues 63,613

8,919

‐

72,532

Cost of rentals and services (19,330)

(3,491)

(22,821)

Gross income 44,283

5,428

‐

49,711

Operating income/expenses Administrative and general expenses (12,227)

‐

6 (12,221)

Equity in income 3,067

‐

(2,821) 246

Depreciation and Amortization (1,664)

‐

23 (1,641)

Other operating income/(expenses) (245)

6,080

(1,855) 3,980

(11,069)

6,080

(4,647)

(9,636)

Financial income/(expenses) (25,587)

69

(102)

(25,620)

Net

income/(loss)

before

taxes

and

minority

interest 7,627

11,578

(4,749)

14,456

Income and social contribution taxes (763)

‐

12 (752)

Minority Interest (1,177)

‐

‐

(1,177)

Net income for the year 5,687

11,578

(4,737)

12,527

Conciliation of EBITDA and adjusted EBITDA Aliansce

Consolidated

Aliansce

Consolidated


2009 ‐ Managerial

Net revenues 63,613

8,919

‐

72,532


(3,491)

‐

(22,821)

(‐)(+) Operating income/(expenses) (11,069)

6,080

(4,647)

(9,636)


305

(23)

9,674

EBITDA 42,606

11,813

(4,670)

49,749

MARGIN EBITDA % 67.0% 68.6% (+) Non recurring expenses 5,334

(6,080)

‐

(746)

ADJUSTED EBITDA 47,940

5,733

(4,670)

49,003

MARGIN OF ADJUSTED EBITDA % 75.4% 67.6%

Net income 5,687

11,578

(4,737)

12,527


305

(23)

9,674

(=) FFO 15,079

11,883

(4,760)

22,201

Margin of FFO % 23.7% 30.6%

(+/‐) Non recurring expenses 5,334

(6,080)

‐

(746)

(+) SWAP 10,745

‐

‐

10,745

(+) Financial expenses not paid 4,555

‐

‐

4,555

(+) non‐cash taxes (3,431)

‐

‐

(3,431)

(=) Adjusted FFO 32,282

5,803

(4,760)

33,324

Margin of AFFO % 50.8% 45.9%

(amounts

in

thousands

of

reais)

(amounts in thousands of reais)

69.62% Shopping

Via Parque

Exclusion of

income from

Frascatti/Cencom

69.62% Shopping

Via Parque

Exclusion of

income from

Frascatti/Cencom


25/102

25

Conciliation between managerial financial information

vs financial statements

Aliansce

Consolidated

Aliansce

Consolidated


2009 ‐ Managerial

Gross

revenue

from

rental

and

services 94,483 9,895 (1,806) 102,572 Taxes and contributions and other deductions (7,322)

(61)

‐

(7,383)

‐

Net revenues 87,161

9,834

(1,806) 95,189

‐


(3,405)

1,806

(31,352)

‐

Gross income 57,408

6,429

‐

63,837

Operating income/expenses Administrative and general expenses (16,926)

1

‐

(16,925)

Depreciation and Amortization (1,949)

‐

(1,949)

Other operating income/(expenses) (349)

653

‐

304

(19,224)

654

‐

(18,570)


44

‐

(11,130)

‐

Net income/(loss) before taxes and minority interest 27,010

7,127

‐

34,137

‐

Income and social contribution taxes (9,106)

‐

(9,106)

‐

Minority Interest (404)

‐

(404)

‐

Net income/(loss)

for

the

year 17,500

7,127

‐ 24,627

Conciliation of EBITDA and adjusted EBITDA Aliansce

Consolidated

Aliansce

Consolidated


2009 ‐ Managerial

(Amounts

in

thousands

of reais,

except

percentages) Net revenues 87,161

9,834

(1,806) 95,190


(3,405)

1,806

(31,352)

(‐)(+) Operating income/(expenses) (19,224)

654

‐

(18,570)


232

‐

15,354

‐

‐

EBITDA 53,306

7,315

‐

60,622

MARGIN EBITDA % 61.2% 63.7% (+) Non recurring expenses 2,163

(653)

‐

1,510

(+)

Pre‐

operating

expenses 2,163

‐

‐

2,163

(+/‐) Others ‐

(653)

‐

(653)

ADJUSTED EBITDA 55,469

6,662

‐

62,132

MARGIN OF ADJUSTED EBITDA % 63.6% 65.3%‐

Net income 17,500

7,127

‐

24,627

‐


233

‐

15,355

(=) FFO 32,622

7,360

‐

39,982

Margin of FFO % 37.4% 42.0%0 (+/‐) Non recurring expenses 2,163

(653)

‐

1,510

‐

(+) SWAP (8,138)

‐

‐

(8,138)

‐

(+) Financial expenses not paid 20,753

‐

‐

20,753

‐

(+) non‐cash taxes 5,371

‐

‐

5,371

‐

(=) Adjusted FFO 52,771

6,707

‐

59,478

Margin of AFFO % 60.5% 62.5%

69.62% Shopping

Via Parque

Exclusion of income

from

Frascatti/Cencom (Amounts in thousands of reais)

69.62% Shopping

Via Parque

Exclusion of income

from

Frascatti/Cencom


26/102

26

Cash Flow

Aliansce Financial Statements

69.62% Via Parque Aliansce Managerial Consolidated

06/30/2010 06/30/2010 06/30/2010

Operating Activities

Net Profit for the period 17,500 7,127 24,627 Depreciation and Amortization 15,122 233 15,355 Deferred income and social contribution tax 5,371 ‐ 5,371 Non‐realized gain/loss in SWAP (8,138) ‐ (8,138) Stock Option plan 173 ‐ 173 Interest an monetary variance on loans and financing 20,753 ‐ 20,753

Resources from income 50,781 7,360 58,141

Decrease (increase) in assets 4,832 (7,475) (2,643)

Accounts receivable ‐ clients 1,948 691 2,639 Accounts receivable 786 (1,106) (320) Taxes recoverable (75) (7) (82) Advances (349) 30 (319) Other credits (1,797) (779) (2,576) Amounts received from FIIVPS 6,304 (6,304) ‐ Related party transactions (1,985) ‐ (1,985)

Increase (decrease) in liabilities (13,263) (546) (13,809)

Suppliers (11,472) 85 (11,387) Taxes and contributions payable (1,646) (137) (1,783) Other obligations (2,292) (505) (2,797) Deferred Revenue 1,827 11 1,838 Minority Interest 320 ‐ 320

Net Cash Generated in Operating Activities 42,350 (661) 41,689

Investment Activities

Purchase of property, plant and equipment (404,846) ‐ (404,846)

Decrease (increase) in investments (88,904) 2,418 (86,486)

Purchase of Intangible Assets (283) ‐ (283)

Net Cash Used in Investment Activities (494,033) 2,418 (491,615)

Financing Activities

Capital increase 426,585 ‐ 426,585 Increase (decrease) dividend payable (7,190) ‐ (7,190) Increase in Loans and financing 44,071 ‐ 44,071 Decrease in Real Estate receivable certificates (5,963) ‐ (5,963) Decrease in Obligations for purchase of assets (30,000) ‐ (30,000)

Accounts receivable

‐CCI 30,000

‐ 30,000

Decrease in Related party transactions 422 ‐ 422

Net Cash Generated in Financing Activities 457,925 ‐ 457,925

Increase (Decrease) in Cash and Cash Equivalents 6,242 1,757 7,999

Cash and Cash Equivalents at the end of the Period 15,669 3,770 19,439 Cash and Cash Equivalents at the beginning of the Period 9,427 2,013 11,440

Increase in Cash and Cash Equivalents 6,242 1,757 7,999

Cash Flow Statement


27/102

27

Balance sheet

06/30/2010 03/31/2010 06/30/2010 03/31/2010 06/30/2010 03/31/2010 06/30/2010 03/31/2010ASSETS

Current Cash and cash equivalents 15,669

11,664

657

666

‐

‐

16,326

12,330

Accounts receivable 30,212

26,051

1,567

1,771

‐

‐

31,779

27,822

Securities 452,690

481,466

3,113

260

‐

‐

455,803

481,726

Taxes recoverable 3,542

3,598

79

77

‐

‐

3,621

3,675

Advances to third‐parties 2,197

519

38

38

‐

‐

2,235

557

Amounts receivable ‐ CCI ‐

‐

1,106

‐

‐

‐

1,106

‐

Other receivables 2,315

1,839

1,001

694

‐

‐

3,316

2,533

‐

‐

Total Current Assets 506,625

525,137

7,561

3,506

‐

‐

514,186

528,643

Non‐Current Accounts receivable 1,082

1,009

‐

‐

‐

‐

1,082

1,009

Securities 145,506

145,506

‐

‐

(145,506)

(145,506)

‐

‐

Amounts receivable 172

139

‐

‐

‐

‐

172

139

Judicial

deposits 415

432

‐

‐

‐

‐

415

432

Related party transactions 20,684

19,848

‐

‐

‐

‐

20,684

19,848

Deferred taxes 5,540

5,908

‐

‐

‐

‐

5,540

5,908

Other receivables 5,890

4,053

‐

‐

‐

‐

5,890

4,053

Investments: ‐

‐

Investments 172

172

‐

‐

‐

‐

172

172

Property, plant and equipment 961,666

920,277

50,243

53,138

‐

‐

1,011,909

973,415

Intangible assets 261,842

261,804

‐

‐

‐

‐

261,842

261,804

Deferred charges 25,566

26,337

‐

‐

‐

‐

25,566

26,337

Total Non‐current Assets 1,428,535

1,385,485

50,243

53,138

(145,506) (145,506) 1,333,272

1,293,117

Total Assets 1,935,160

1,910,622

57,804

56,644

(145,506) (145,506) 1,847,458

1,821,760

LIABILITIES

Current Loans and financing 39,172

35,905

‐

‐

‐

‐

39,172

35,905

Real estate credit note 34,590

19,426

‐

‐

‐

34,590

19,426

Suppliers 9,645

11,436

107

22

‐

‐

9,752

11,458

Taxes and contributions payable 3,336

3,261

346

412

‐

‐

3,682

3,673

Obligations

for

purchase

of

assets

7,156

7,156

‐

‐

‐

‐

7,156

7,156

Dividends payable ‐

7,190

519

‐

‐

‐

519

7,190

Others 7,448

6,240

423

3,015

‐

‐

7,871

9,255

‐

‐

Total Current Liabilities 101,347

90,614

1,395

3,449

‐

‐

102,742

94,063

Non‐Current Liabilities Loans and financing 125,623

110,456

‐

‐

‐

‐

125,623

110,456

Real estate credit note 425,898

430,385

‐

‐

‐

‐

425,898

430,385 Obligations for purchase of assets 52,347

51,069

‐

‐

‐

‐

52,347

51,069

Related party transactions 32,223

31,481

‐

‐

‐

‐

32,223

31,481

Deferred income 49,238

53,304

‐

‐

‐

‐

49,238

53,304

Provision for contingencies 10,322

10,057

‐

‐

‐

‐

10,322

10,057

Derivative financial instruments 4,201

11,514

‐

‐

‐

‐

4,201

11,514

Deferred income and social contribution tax 55,302

51,610

‐

‐

(44,044)

(44,220)

11,258

7,390 Other liabilities 3,695

6,538

881

803

‐

‐

4,576

7,341

Total Non‐Current Liabilities 758,849

756,414

881

803

(44,044)

(44,220) 715,686

712,997

Minority Interest 57,737

56,234

‐

‐

‐

‐

57,737

56,234

Shareholders' Equity Capital 916,342 916,341 96,144 96,144 (96,144) (96,144) 916,342 916,341 Capital Reserve (23,414)

(20,620)

‐

‐

‐

‐

(23,414)

(20,620)

Legal Reserve 1,514

1,514

‐

‐

‐

‐

1,514

1,514

Accumulated profit (losses) 36,207

23,919

(40,616)

(43,752)

81,260

81,064

76,851

61,231

Equity evaluation adjustment 86,578

86,206

(86,578)

(86,206)

‐

‐

Total Shareholders' Equity 1,017,227

1,007,360

55,528

52,392

(101,462) (101,286) 971,293

958,466

Total liabilities and shareholders' equity 1,935,160

1,910,622

57,804

56,644

(145,506) (145,506) 1,847,458

1,821,760

69.62% Via Parque Aliansce Managerial

ConsolidatedBalance Sheet Aliansce Financial Statements Consolidation Cross off


28/102

28

Comparison of the consolidated and managerial financial statements for the periods ended June 30,

2009 and 2010:

Note: Includes the consolidation of 69.62% of the investment in Via Parque Shopping and excludes 70% of Shopping Leblon’s results

for

the

financial

statements

dated

June

30,

2009.

Consolidated Financial Statements 2Q10 2Q09 1Q10/1Q09

?% 1H10 1H09 1H10/1H09 ?%


35,169

38.3% 94,483 68,775

37.4%


(2,596)

35.7% (7,322) (5,162)

41.8%

Net revenues 45,105

32,573

38.5% 87,161 63,613

37.0%


(9,369)

67.6% (29,753) (19,330)

53.9%

Gross income 29,406

23,204

26.7% 57,408 44,283

29.6%

Operating income/expenses (10,387)

(4,503)

130.7% (19,224) (11,069)

73.7%


(6,821)

42.3% (16,926)

(12,227)

38.4% Equity in income ‐

1,736

‐100.0% ‐

3,067

‐100.0% Depreciation and Amortization expenses (855)

(835)

2.4% (1,949) (1,664)

17.1% Other operating income/(expenses) 174

1,417

‐87.7% (349)

(245)

42.4%


(19,479)

‐93.4% (11,174) (25,587) ‐56.3%


(778)

‐2379.3% 27,010 7,627

254.1%

Current income and social contribution taxes (1,653)

(1,473)

12.2% (3,735) (4,194)

‐10.9%

Deferred income and social contribution taxes (3,868)

4,232

‐191.4% (5,371) 3,431

‐256.5%

Minority Interest (96)

(933)

‐89.7% (404)

(1,177)

‐65.7%

Net income for the period 12,116

1,048

1056.1% 17,500 5,687

207.7%


?% 1H10 1H09 1H10/1H09 ?%


39,542

31.7% 102,572

77,748

31.9%


(2,620)

35.3% (7,383) (5,216)

41.5%

Net revenues 48,548 36,922 31.5% 95,189 72,532 31.2%Cost of rentals and services (15,615)

(10,981)

42.2% (31,352) (22,821)

37.4%

Gross income 32,933

25,941

27.0% 63,837 49,711

28.4%

Operating income/expenses (9,733)

(1,304)

646.4% (18,570) (9,636)

92.7%


(6,820)

42.3% (16,925)

(12,221)

38.5% Equity in income ‐

113

‐100.0% ‐

246

‐100.0% Depreciation and Amortization expenses (856)

(824)

3.9% (1,949) (1,641)

18.8% Other operating income/(expenses) 829

6,227

‐86.7% 304

3,980

‐92.4%


(19,492)

‐93.6% (11,130) (25,620)

‐56.6%


5,145

326.7% 34,137 14,455

136.2%

itr 2q10 (quarterly information) - brgaap

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