0000950103-12-002254.txt : 20120430 0000950103-12-002254.hdr.sgml : 20120430 20120430154454 ACCESSION NUMBER: 0000950103-12-002254 CONFORMED SUBMISSION TYPE: NT 20-F PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111231 FILED AS OF DATE: 20120430 DATE AS OF CHANGE: 20120430 EFFECTIVENESS DATE: 20120430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gafisa S.A. CENTRAL INDEX KEY: 0001389207 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 20-F SEC ACT: 1934 Act SEC FILE NUMBER: 001-33356 FILM NUMBER: 12794770 BUSINESS ADDRESS: STREET 1: AV. NACOES UNIDAS, 8501 - 19 ANDAR STREET 2: 05477-000 - ALTO DE PINHEIROS CITY: SAO PAULO - SP STATE: D5 ZIP: 00000 BUSINESS PHONE: 551130259000 MAIL ADDRESS: STREET 1: AV. NACOES UNIDAS, 8501 - 19 ANDAR STREET 2: 05477-000 - ALTO DE PINHEIROS CITY: SAO PAULO - SP STATE: D5 ZIP: 00000 NT 20-F 1 dp30256_nt20f.htm FORM NT 20-F
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SEC FILE NUMBER
001-33356
 
CUSIP NUMBER
P4408T158

FORM 12B-25

NOTIFICATION OF LATE FILING

(Check one):  o Form 10-K    x Form 20-F   o Form 11-K   o Form 10-Q   o Form N-SAR   o From N-CSR
 
For Period Ended: December 31, 2011                                                                                                                                                             
 
o  Transition Report on Form 10-K
 
o  Transition Report on Form 20-F
 
o  Transition Report on Form 11-K
 
o  Transition Report on Form 10-Q
 
o  Transition Report on Form N-SAR
 
For the Transition Period Ended: __________________________________________________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
 

PART I – REGISTRANT INFORMATION

GAFISA S.A.
Full Name of Registrant

 
Former Name if Applicable

Av. Nações Unidas No. 8,501, 19th Floor
Address of Principal Executive Office (Street and Number)
 
 
05425-070 - São Paulo, SP – Brazil
City, State and Zip Code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.  (Check box if appropriate)

o
(a)   The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
(b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; of the subject quarterly report or transition report on Form 10-Q or subject distribution report Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 
 
 

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Gafisa S.A. (the “Company”) is unable to file its annual report on Form 20-F for the year ended December 31, 2011 within the prescribed time period without unreasonable effort or expense due to the restatement of the Company’s 2009 consolidated financial statements.

On April 1, 2011, the Company issued a Current Report on Form 6-K announcing its decision to restate its previously issued 2009 Form 20-F as a result of errors identified therein.  As stated in the Company’s Current Report on Form 6-K furnished June 27, 2011, Ernst & Young Terco Auditores Independentes S.S. resigned as the Company’s independent registered accounting firm with respect to 2009 for purposes of its filings with the U.S. Securities and Exchange Commission (the “SEC”) and, as stated in the Company’s Current Report on Form 6-K furnished July 7, 2011, the Company engaged PricewaterhouseCoopers Auditores Independentes (“PwC”) as its independent registered accounting firm with respect to 2009 for purposes of its filings with the SEC.

Since the engagement of PwC, the Company has been working with PwC to complete the reaudit with respect to 2009.  The work and procedures related to the reaudit were complicated significantly because the reaudit was conducted for a period that ended over two years ago, and a substantial portion of the work involved the operations and results of the Company’s subsidiary, Construtora Tenda S.A. (“Tenda”), an entity that was in the process of being merged with the Company.  The challenges in completing the audit related primarily to locating documentation requested by PwC relating to Tenda’s operations.
 
The Company has been working diligently to assist PwC in completing its audit procedures, which took longer than initially expected given the difficulties in locating the additional documentation requested by PwC.  The Company expects to complete the reaudit in the coming weeks and, as of the date of this filing, the Company expects to file its amended annual report on Form 20-F for 2009 during May 2012, and expects to file its annual reports on Form 20-F for each of 2010 and 2011, during June 2012.


PART IV – OTHER INFORMATION

(1)       Name and telephone number of person to contact in regard to this notification

Alceu Duílio Calciolari
  
 +5511
  
3025-9191
 (Name)
  
(Area Code)
  
(Telephone Number)

(2)       Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer in no, identify report(s).    Yes o       No x

Annual Report on Form 20-F for fiscal year ended December 31, 2010.

(3)       Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
Yes x        No o
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

See Exhibit 99.1
 
 
 
 

 

                         GAFISA S.A.                       
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:
April 30, 2012
  
By:
/s/ Alceu Duílio Calciolari
  
       
Name:
Alceu Duílio Calciolari
  
       
Title:
Chief Executive Officer
  
 
 
 
EX-99.1 2 dp30256_ex9901.htm EXHIBIT 99.1
 

 
Exhibit 99.1

Change in Results of Operations

As shown in Gafisa S.A.’s (the “Company”) financial statements as filed with the Brazilian securities commission, a free translation of which was furnished to the U.S. Securities and Exchange Commission on Current Report on Form 6-K on April 20, 2012, the Company recorded net revenues of R$2.9 billion in the year ended December 31, 2011, a 14% decrease from the year ended December 31, 2010.  In the year ended December 31, 2011, the Company recorded a loss of R$945 million compared to restated net income of R$265 million in the year ended December 31, 2010.

The decrease in results reflected a series of actions the Company took in 2011 to restructure and refocus its operations, including scaling back its business in the low-income segment under the Tenda brand, the dissolution of contracts with potential homeowners who no longer qualified for bank mortgages, and a reduced geographic focus.  The loss recorded in 2011 was primarily due to cost adjustments totaling R$889.5 million (31% of which were attributable to the Gafisa segment and 69% of which were attributable to the Tenda segment).  The Company recorded cost adjustments attributable to 2010 related primarily to budget overruns in the construction process that led to a restated net income of R$265 million, compared to a previously reported R$416 million.