SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2021-05-10 | Period of Report: 2020-12-31 SEC Accession No. 0000950103-21-006923 (HTML Version on secdatabase.com) FILER Gafisa S.A. Mailing Address Business Address AV. NACOES UNIDAS, 8501 - AV. NACOES UNIDAS, 8501 - CIK:1389207| IRS No.: 000000000 | Fiscal Year End: 1231 19 ANDAR 19 ANDAR Type: 20-F | Act: 34 | File No.: 001-33356 | Film No.: 21904963 05477-000 - ALTO DE 05477-000 - ALTO DE SIC: 1520 General bldg contractors - residential bldgs PINHEIROS PINHEIROS SAO PAULO - SP D5 00000 SAO PAULO - SP D5 00000 551130259000 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ☐ ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the fiscal year ended December 31, 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ☐ 1934 For the transition period from to . OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ☐ EXCHANGE ACT OF 1934 Date of event requiring this shell company report Date of event requiring this shell company report : For the transition period from to Commission file number: 001-33356 GAFISA S.A. (Exact name of Registrant as specified in its charter) GAFISA S.A. (Translation of Registrant’s name into English) The Federative Republic of Brazil (Jurisdiction of incorporation or organization) Av. Pres. Juscelino Kubitschek, No. 1830, Block 2, 3rd Floor 04543-900 – São Paulo, SP – Brazil phone: + 55 (11) 3025-9000 fax: + 55 (11) 3025-9348 e mail: [email protected] Attn: Ian Monteiro de Andrade – Chief Financial Officer and Investor Relations Officer (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document None Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Title of each class Name of each exchange on which registered Common Shares, without par value* N/A * Traded only in the form of American Depositary Shares (as evidenced by American Depositary Receipts), each representing two common shares which are registered under the Securities Act of 1933. Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. The number of outstanding shares as of December 31, 2020 was: Title of Class Number of Shares Outstanding Common Stock 300,676,101* *Includes 341,570 common shares that are held in treasury. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☐ Accelerated Filer ☒ Non-accelerated Filer ☐ Emerging growth company ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this annual report: ☐ U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☒ Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐ TABLE OF CONTENTS Page INTRODUCTION 1 PRESENTATION OF FINANCIAL AND OTHER INFORMATION 1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 3 PART I 4 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4 ITEM 3. KEY INFORMATION 4 A. Selected Financial Data 4 B. Capitalization and Indebtedness 6 C. Reasons for the Offer and Use of Proceeds 7 D. Risk Factors 7 ITEM 4. INFORMATION ON THE COMPANY 24 A. History and Development of the Company 24 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document B. Business Overview 30 C. Organizational Structure 55 D. Property and Equipment 55 ITEM 4A. UNRESOLVED STAFF COMMENTS 55 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 55 A. Operating Results 55 B. Liquidity and Capital Resources 71 C. Research and Development, Patents and Licenses, etc. 79 D. Trend Information 79 E. Off Balance Sheet Arrangements 82 F. Disclosure of Contractual Obligations 82 G. Safe Harbor 83 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 83 A. Directors and Senior Management Board of Directors 83 B. Compensation 86 C. Board Practices 87 D. Employees 90 E. Share Ownership 91 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 95 A. Major Shareholders 95 B. Related Party Transactions 95 C. Interests of Experts and Counsel 96 ITEM 8. FINANCIAL INFORMATION 96 A. Consolidated Statements and Other Financial Information 96 B. Significant Changes 103 ITEM 9. THE OFFER AND LISTING 103 A. Offer and Listing Details 103 B. Plan of Distribution 104 C. Markets 104 D. Selling Shareholders 107 E. Dilution 107 F. Expenses of the Issue 107 ITEM 10. ADDITIONAL INFORMATION 107 A. Share Capital 107 B. Memorandum and Bylaws 107 C. Material Contracts 122 D. Exchange Controls 123 E. Taxation 124 F. Dividends and Paying Agents 131 G. Statement by Experts 131 H. Documents on Display 131 i Table of Contents I. Subsidiary Information 131 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 131 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 132 D. American Depositary Shares 132 PART II 134 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 134 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 134 ITEM 15. CONTROLS AND PROCEDURES 134 ITEM 16. RESERVED 136 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 136 ITEM 16B. CODE OF BUSINESS CONDUCT AND ETHICS 136 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 137 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 137 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 137 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 138 ITEM 16G. CORPORATE GOVERNANCE 138 ITEM 16H. MINE SAFETY DISCLOSURE 138 PART III 138 ITEM 17. FINANCIAL STATEMENTS 138 ITEM 18. FINANCIAL STATEMENTS 138 ITEM 19. EXHIBITS 138 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 ii Table of Contents INTRODUCTION In this annual report, references to “Gafisa,” “we,” “our,” “us,” “our company” and “the Company” are to Gafisa S.A. and its consolidated subsidiaries (unless the context otherwise requires).