EX-99.1 2 a06-12179_2ex99d1.htm EX-99

Exhibit 99.1

(A free translation of the original in Portuguese)

Gerdau S.A.

Report of Independent Accountants
on Limited Reviews of Quarterly
Information (ITR)
March 31, 2006




(A free translation of the original in Portuguese)

 

Report of Independent Accountants

on Limited Reviews

 

To the Board of Directors and Shareholders

Gerdau S.A.

 

 

1                                         We have carried out limited reviews of the accounting information included in the Quarterly Information (ITR) of Gerdau S.A. and of Gerdau S.A. and its subsidiaries for the quarters ended March 31, 2006 and 2005. This information is the responsibility of the Company’s management. The review of the interim accounting information of the jointly-owned indirect subsidiaries Gallatin Steel Company and Aços Villares S.A. were conducted by other independent accountants and our report, insofar as it relates to the income derived therefrom, equivalent to 7.36% of the profit before taxes of Gerdau S.A. and 8.11% of the profit before taxes and minority interests of Gerdau S.A. and its subsidiaries for the quarter ended March 31, 2006 (March 31, 2005 – 7.4% and 6.7%, respectively), and to the assets proportionally consolidated as of that date, equivalent to 4.53% of the total consolidated assets (March 31, 2005 – 3.1%), is based solely on the review of these other accountants.

 

2                                         Our reviews were carried out in accordance with specific standards established by the Institute of Independent Auditors of Brazil (IBRACON), in conjunction with the Federal Accounting Council (CFC), and mainly comprised: (a) inquiries of and discussions with management responsible for the accounting, financial and operating areas of the Company and its subsidiaries with regard to the main criteria adopted for the preparation of the quarterly information and (b) a review of the significant information and of the subsequent events which have, or could have, significant effects on the financial position and operations of the Company and its subsidiaries.

 

3                                         Based on our limited reviews, and on the review of the other independent accountants, we are not aware of any material modifications that should be made to the quarterly information referred to above in order that such information be stated in accordance with the accounting




practices adopted in Brazil applicable to the preparation of quarterly information, consistent with the Brazilian Securities Commission (CVM) regulations.

 

4                                         Our reviews were conducted with the purpose of issuing a report on the Quarterly Information (ITR) referred to in paragraph 1 taken as a whole. The statement of cash flows, presented to provide additional information on the Company and its subsidiaries, is not required as an integral part of the Quarterly Information (ITR). The statement of cash flows was submitted to the review procedures mentioned in paragraph 2, and, based on our reviews and on the review of other independent accountants, we are not aware of any material modifications that should be made for it to be fairly presented, in all material respects, in relation to the Quarterly Information (ITR), taken as a whole.

 

5                                         The Quarterly Information (ITR) also includes accounting information for the quarter ended December 31, 2005. We audited such information at the time it was prepared, in connection with the audit of the financial statements as of and for the year then ended, on which we issued an unqualified opinion dated February 21, 2006.

 

Rio de Janeiro, May 3, 2006.

 

 

PricewaterhouseCoopers

Auditores Independentes

CRC 2SP000160/O-5 "F" RJ

 

 

Carlos Alberto de Sousa

Contador CRC 1RJ056561/O-0

 




(A free translation of the original in Portuguese)
FEDERAL GOVERNMENT SERVICE 
BRAZILIAN SECURITIES COMMISSION (CVM)
QUARTERLY INFORMATION (ITR) 
Commercial, Industrial and other companies

 

Unaudited 

Corporate Legislation 3/31/2006

 

REGISTRATION WITH CVM DOES NOT IMPLY ANY APPROVAL OF THE COMPANY. THE ACCURACY OF THE INFORMATION IS THE RESPONSIBILITY OF COMPANY MANAGEMENT.

 

01.01 - IDENTIFICATION

1 - CVM CODE

2 - COMPANY NAME

3 - Federal Corporate Registration Number (CNPJ)

00398-0

Gerdau S.A.

33.611.500/0001-19

4 - Register Inscription Number - NIRE

33300032266

 

 

 

01.02 - HEAD OFFICE

1 - FULL ADDRESS

2 - SUBURB OR DISTRICT

Av. João XXIII, 6777

Sta. Cruz

3 - ZIP CODE

4 - MUNICIPALITY

5 - STATE

 

23560-900

Rio de Janeiro

RJ

 

6 - AREA CODE

7 - TELEPHONE

8 - TELEPHONE

9 - TELEPHONE

10 - TELEX

051

3323-2000

-

-

 

11- AREA CODE

12 - FAX

13 - FAX

14 - FAX

 

051

3323-2281

-

-

 

15 - E-MAIL

 

 

 

 

inform@gerdau.com.br

 

 

 

 

 

01.03 - INVESTOR RELATIONS OFFICER (Company Mail Address)

1 - NAME

2 - ADDRESS

Osvaldo Burgos Schirmer

Av. Farrapos, 1811

3 - SUBURB OR DISTRICT

4 - ZIP CODE

5 - MUNICIPALITY

6 - STATE

Floresta

90220-005

Porto Alegre

RS

6 - AREA CODE

7 - TELEPHONE

8 - TELEPHONE

9 - TELEPHONE

10 - TELEX

051

3323-2000

-

-

 

11- AREA CODE

12 - FAX

13 - FAX

14 - FAX

 

051

3323-2281

-

-

 

15 - E-MAIL

 

 

 

 

inform@gerdau.com.br

 

 

 

 

 

01.04 - GENERAL INFORMATION / INDEPENDENT ACCOUNTANTS

CURRENT YEAR

CURRENT QUARTER

PRIOR QUARTER

1-BEGINNING

2-END

3-NUMBER

4-BEGINNING

5-END

6-NUMBER

7-BEGINNING

8-END

1/1/2006

12/31/2006

1

1/1/2006

3/31/2006

4

10/1/2005

12/31/2005

9 - NAME OF INDEPENDENT ACCOUNTANTS

10 - CODE CVM

PricewaterhouseCoopers Auditores Independentes

00287-9

11 - NAME OF RESPONSIBLE ACCOUNTANT

12 - TAXPAYER ID NO. OF RESP. ACCOUNTANT

Carlos Alberto de Sousa

724.687.697-91

 

1




01.05 - CAPITAL COMPOSITION

NUMBER
(THOUSANDS)

 

1 - CURRENT QUARTER
3/31/2006

 

2 - PRIOR QUARTER
12/31/2005

 

3 - SAME QUARTER
PRIOR YEAR
3/31/2005

 

Subscribed Capital

 

 

 

 

 

 

 

1 - Common

 

154,405

 

154,405

 

102,936

 

2 - Preferred

 

390,657

 

390,657

 

193,772

 

3 - Total

 

445,062

 

445,062

 

296,708

 

Treasury Stock

 

 

 

 

 

 

 

4 - Common

 

0

 

0

 

0

 

5 - Preferred

 

1,909

 

3,046

 

1,573

 

6 - Total

 

1,909

 

3,046

 

1,573

 

 

01.06 - CHARACTERISTICS OF THE COMPANY

1 - TYPE OF COMPANY

Commercial, Industrial and Other

2 - SITUATION

Operating

3 - SHARE CONTROL NATURE

Private National

4 - ACTIVITY CODE

134 - Administration and Investment Company

5 - MAIN ACTIVITY

Investment and administration

6 - CONSOLIDATION TYPE

Total

7 - TYPE OF REPORT OF INDEPENDENT ACCOUNTANTS

Without exceptions

 

01.07 - COMPANIES EXCLUDED FROM THE CONSOLIDATED FINANCIAL STATEMENTS

1-ITEM

2- CNPJ

3-NAME

 

01.08 - DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER

 

 

 

3 - DATE

 

 

 

5 - DATE OF

 

6 - TYPE OF

 

7 - AMOUNT

 

1- ITEM

 

2 - EVENT

 

APPROVED

 

4 - TYPE

 

PAYMENT

 

SHARE

 

PER SHARE

 

01

 

RCA

 

2/8/2006

 

Dividends

 

3/02/2006

 

ON

 

0.4200000000

 

02

 

RCA

 

2/8/2006

 

Dividends

 

3/02/2006

 

PN

 

0.4200000000

 

03

 

RCA

 

5/3/2005

 

Interest on capital

 

5/25/2006

 

ON

 

0.3000000000

 

04

 

RCA

 

5/3/2005

 

Interest on capital

 

5/25/2006

 

PN

 

0.3000000000

 

 

RCA - Board of Directors’ Meeting

2




01.09 - SUBSCRIBED CAPITAL AND ALTERATIONS DURING THE CURRENT YEAR

1- ITEM

2 - DATE OF

3 - SUBSCRIBED

4 - CHANGE

5 - NATURE

6 - NUMBER OF

7 - SHARE PRICE

 

CHANGE

CAPITAL

AMOUNT

OF CHANGE

SHARES ISSUED

ON ISSUE DATE

 

 

(Thousands of reais)

(Thousands of reais)

 

(Thousand)

(Reais)

01

4/11/2005

5,206,969

1,735,656

Revenue reserve

148,354

11.6994219600

02

4/12/2006

7,810,453

2,603,484

Revenue reserve

222,531

11.6994219900

 

01.10 - INVESTOR RELATIONS OFFICER

1 - DATE

2 - SIGNATURE

16/5/2006

 

 

 

3




 

02.01 - Balance Sheet - Assets (R$ thousands)

1 - CODE

 

2 - DESCRIPTION

 

3 - 3/31/2006

 

4 - 12/31/2005

 

1

 

Total assets

 

10,954,612

 

10,634,287

 

1.01

 

Current assets

 

970,087

 

1,535,800

 

1.01.01

 

Cash and banks

 

44

 

243

 

1.01.02

 

Credits

 

940,161

 

1,503,204

 

1.01.02.01

 

Trade accounts receivable

 

0

 

0

 

1.01.02.02

 

Dividends receivable

 

0

 

188,033

 

1.01.02.03

 

Tax credits

 

34,189

 

39,449

 

1.01.02.05

 

Financial investments

 

905,972

 

1,275,722

 

1.01.03

 

Inventories

 

0

 

0

 

1.01.03.01

 

Finished products

 

0

 

0

 

1.01.03.02

 

Work in process

 

0

 

0

 

1.01.03.03

 

Raw materials

 

0

 

0

 

1.01.03.04

 

Storeroom materials

 

0

 

0

 

1.01.03.05

 

Advances to suppliers

 

0

 

0

 

1.01.04

 

Other

 

29,882

 

32,353

 

1.01.04.01

 

Deferred income tax and social contribution on net income

 

0

 

0

 

1.01.04.02

 

Deferred expenses

 

29,720

 

31,378

 

1.01.04.03

 

Other accounts receivable

 

162

 

975

 

1.02

 

Long-term receivables

 

427,074

 

154,757

 

1.02.01

 

Sundry credits

 

0

 

0

 

1.02.02

 

Receivables from related companies

 

268,449

 

0

 

1.02.02.01

 

Associated companies

 

0

 

0

 

1.02.02.02

 

Subsidiaries

 

268,449

 

0

 

1.02.02.03

 

Other related companies

 

0

 

0

 

1.02.03

 

Other

 

158,625

 

154,757

 

1.02.03.01

 

Judicial deposits and other

 

20,270

 

29,151

 

1.02.03.02

 

Deferred income tax and social contribution on net income

 

37,719

 

33,878

 

1.02.03.03

 

Deferred expenses

 

0

 

0

 

1.02.03.04

 

Tax credits

 

81,783

 

81,783

 

1.02.03.05

 

Other accounts receivable

 

18,853

 

9,945

 

1.03

 

Permanent assets

 

9,557,451

 

8,943,730

 

1.03.01

 

Investments

 

9,557,081

 

8,943,730

 

1.03.01.01

 

In associated companies

 

0

 

0

 

1.03.01.02

 

In subsidiaries

 

9,552,264

 

8,938,915

 

1.03.01.03

 

Other

 

4,817

 

4,815

 

1.03.02

 

Fixed assets

 

370

 

0

 

1.03.02.01

 

Land, buildings and structures

 

0

 

0

 

1.03.02.02

 

Machinery, equipment and installations

 

0

 

0

 

1.03.02.03

 

Furniture and fixtures

 

0

 

0

 

1.03.02.04

 

Vehicles

 

0

 

0

 

1.03.02.05

 

Electronic data equipment/rights/licenses

 

370

 

0

 

1.03.02.06

 

Construction in progress

 

0

 

0

 

1.03.02.07

 

Forestation/reforestation

 

0

 

0

 

1.03.02.08

 

Accumulated depreciation

 

0

 

0

 

1.03.03

 

Deferred charges

 

 

 

 

 

 

4




 

02.02 - Balance Sheet - Liabilities and Shareholders’ Equity (R$ thousands)

1 - CODE

 

2 - DESCRIPTION

 

3 - 3/31/2006

 

4 - 12/31/2006

 

2

 

Total liabilities and shareholders’ equity

 

10,954,612

 

10,634,287

 

2.01

 

Current liabilities

 

51,032

 

304,376

 

2.01.01

 

Loans and financing

 

7,071

 

7,270

 

2.01.02

 

Debentures

 

0

 

0

 

2.01.03

 

Suppliers

 

31

 

501

 

2.01.04

 

Taxes, charges and contributions

 

1,518

 

1,397

 

2.01.05

 

Dividends payable

 

645

 

186,137

 

2.01.06

 

Provisions

 

0

 

0

 

2.01.07

 

Payables to related companies

 

0

 

101,371

 

2.01.08

 

Other

 

41,767

 

7,700

 

2.01.08.01

 

Salaries payable

 

668

 

1,017

 

2.01.08.02

 

Other accounts payable

 

6,766

 

6,683

 

2.01.08.03

 

Deferred income tax and social contribution on net income

 

34,333

 

0

 

2.02

 

Long-term liabilities

 

2,172,113

 

2,287,725

 

2.02.01

 

Loans and financing

 

1,303,440

 

1,404,420

 

2.02.01.01

 

Local financing

 

0

 

0

 

2.02.01.02

 

Foreign financing

 

1,303,440

 

1,404,420

 

2.02.02

 

Debentures

 

771,874

 

786,506

 

2.02.03

 

Provisions

 

0

 

0

 

2.02.04

 

Payables to related companies

 

0

 

0

 

2.02.05

 

Other

 

96,799

 

96,799

 

2.02.05.01

 

Provision for contingencies

 

42,130

 

42,130

 

2.02.05.02

 

Deferred income tax and social contribution on net income

 

54,669

 

54,669

 

2.02.05.03

 

Other accounts payable

 

0

 

0

 

2.02.05.04

 

Benefits to employees

 

0

 

0

 

2.03

 

Deferred income

 

0

 

0

 

2.05

 

Shareholders’ equity

 

8,731,467

 

8,042,186

 

2.05.01

 

Paid-up capital

 

5,206,969

 

5,206,969

 

2.05.02

 

Capital reserves

 

376,794

 

376,684

 

2.05.02.01

 

Capital restatement

 

0

 

0

 

2.05.02.02

 

Investment incentives

 

342,910

 

342,910

 

2.05.02.03

 

Special reserve - Law 8200/91

 

21,487

 

21,487

 

2.05.02.04

 

Other

 

12,397

 

12,287

 

2.05.03

 

Revaluation reserves

 

0

 

0

 

2.05.03.01

 

Own assets

 

0

 

0

 

2.05.03.02

 

Subsidiary/associated companies’ assets

 

0

 

0

 

2.05.04

 

Revenue reserves

 

2,467,689

 

2,458,533

 

2.05.04.01

 

Legal

 

465,063

 

465,063

 

2.05.04.02

 

Statutory

 

2,002,626

 

1,993,470

 

2.05.04.03

 

Contingencies

 

0

 

0

 

2.05.04.04

 

Unrealized profits

 

0

 

0

 

2.05.04.05

 

Retention of profits

 

0

 

0

 

2.05.04.06

 

Special for undistributed dividends

 

0

 

0

 

2.05.04.07

 

Other

 

0

 

0

 

2.05.05

 

Retained earnings/accumulated deficit

 

680,015

 

0

 

 

5




 

03.01 - Statement of Income (R$ thousands)

Code

 

Description

 

3 -1/1/2006
to
3/31/2006

 

4 - 1/1/2006
to
3/31/2006

 

5 - 1/1/2005
to
3/31/2005

 

6 - 1/1/2005
to
3/31/2005

 

3.01

 

Gross sales and/or service revenues

 

0

 

0

 

0

 

0

 

3.02

 

Deductions

 

0

 

0

 

0

 

0

 

3.02.01

 

Taxes on sales

 

0

 

0

 

0

 

0

 

3.02.02

 

Freights and discounts

 

0

 

0

 

0

 

0

 

3.03

 

Net sales and/or service revenues

 

0

 

0

 

0

 

0

 

3.04

 

Cost of sales and/or services rendered

 

0

 

0

 

0

 

0

 

3.05

 

Gross profit

 

0

 

0

 

0

 

0

 

3.06

 

Operating expenses/income

 

710,706

 

710,706

 

701,733

 

701,733

 

3.06.01

 

Selling expenses

 

0

 

0

 

0

 

0

 

3.06.02

 

General and administrative expenses

 

(7,751

)

(7,751

)

(5,733

)

(5,733

)

3.06.03

 

Financial

 

96,048

 

96,048

 

(31,704

)

(31,704

)

3.06.03.01

 

Financial income

 

53,774

 

53,774

 

960

 

960

 

3.06.03.02

 

Financial expenses

 

42,274

 

42,274

 

(32,664

)

(32,664

)

3.06.04

 

Other operating income

 

2,300

 

2,300

 

57,683

 

57,683

 

3.06.05

 

Other operating expenses

 

0

 

0

 

0

 

0

 

3.06.06

 

Equity in the earnings of subsidiary and associated companies

 

620,109

 

620,109

 

681,487

 

681,487

 

3.07

 

Operating profit

 

710,706

 

710,706

 

701,733

 

701,733

 

3.08

 

Non-operating results

 

0

 

0

 

0

 

0

 

3.08.01

 

Income

 

0

 

0

 

0

 

0

 

3.08.02

 

Expenses

 

0

 

0

 

0

 

0

 

3.09

 

Profit before taxes and profit sharing

 

710,706

 

710,706

 

701,733

 

701,733

 

3.10

 

Provision for income tax and social contribution on net income

 

0

 

0

 

(3,536

)

(3,536

)

3.11

 

Deferred income tax

 

(30,492

)

(30,492

)

(3,110

)

(3,110

)

3.12

 

Statutory profit sharing

 

(199

)

(199

)

(273

)

(273

)

3.12.01

 

Profit sharing

 

0

 

0

 

0

 

0

 

3.12.02

 

Contributions

 

0

 

0

 

0

 

0

 

3.13

 

Reversal of interest on capital

 

0

 

0

 

0

 

0

 

3.15

 

Net income for the period

 

680,015

 

680,015

 

694,814

 

694,814

 

 

 

Number of shares (thousands), excluding treasury stock

 

443,153

 

443,153

 

295,135

 

295,135

 

 

 

Net income per share

 

1.53449

 

1.53449

 

2.35422

 

2.35422

 

 

 

Loss per share

 

 

 

 

 

 

 

 

 

 

6




04.01 — Notes to the Quarterly Information
All amounts in thousands of reais unless otherwise indicated

NOTE 1 — OPERATIONS

Gerdau S.A., which has its Head Office in the city of Rio de Janeiro, Brazil, is a holding company in the Gerdau Group, which is principally dedicated to the production of common and specialty steel rods and sale of general steel products (flat and long), in plants located in Brazil, Uruguay, Spain, Chile, Canada, Colombia, Argentina and the United States of America.

The Gerdau Group has an installed capacity of 18.6 million tons of crude steel per year, producing steel in electrical furnaces, from scrap and pig iron purchased, for the most part, in the region near each plant (mini-mill concept). Gerdau also operates plants which are capable of producing steel from iron ore (through blast furnaces and direct reduction) and has a unit used exclusively to produce special steels. It is the largest scrap recycling group in Latin America and is among the largest in the world.

The industrial sector is the most important market, including manufacturers of consumer goods such as vehicles and household and commercial equipment that basically use profiled steel in various available specifications. The next most important market is the civil construction sector, which demands a high volume of bars and wires for concrete. There are also numerous customers for nails, staples and wires, commonly used in the agribusiness sector.

NOTE 2 — PRESENTATION OF THE QUARTERLY INFORMATION

The Quarterly Information has been prepared and is presented in accordance with accounting practices adopted in Brazil, which are based on the provisions of Brazilian Corporate Law, together with the rules established by the Brazilian Securities Commission (CVM).

7




 

NOTE 3 — SIGNIFICANT ACCOUNTING PRACTICES

a)              Cash and cash equivalents — financial investments are recorded at cost plus income accrued up to the date of the Quarterly Information, applying the interest rates agreed with the financial institutions, and do not exceed market value;

b)              Trade Accounts Receivable — are stated at realizable values, and accounts receivable from foreign customers are adjusted based on the exchange rates effective at the date of the Quarterly Information. The provision for doubtful accounts is calculated based on a credit risk analysis, which includes the history of losses, the individual situation of each customer and of the economic group to which the customer belongs, the collateral and guarantees given and the legal advisors’ opinion, and is considered sufficient to cover any losses on realization;

c)              Inventories — are stated at the lower of market value and average production or purchase cost;

d)              Investments in subsidiary and associated companies — are recorded on the equity method of accounting. The equity in earnings or losses is recorded in an income statement account. Capital gains or losses resulting from changes in the percentage ownership in subsidiaries are recorded as non-operating income or expense.

e)              Fixed assets — are recorded at cost less depreciation. Depreciation is calculated on the straight-line basis at the rates stated in Note 11, which take into consideration the estimated useful lives of the assets. Interest on loans obtained to finance construction in progress is added to the cost of the constructions;

f)                Deferred charges — amortization is calculated on the straight-line basis at rates determined based on the production of the implemented projects in relation to their installed capacities;

8




 

g)             Loans and financing — are stated at the contract values plus the contracted charges, which include interest and monetary or foreign exchange variations. Swap contracts, which are linked to the loan agreements, are presented together with the related loans;

h)             Income tax and social contribution on net income — current and deferred income tax and social contribution on net income are calculated in conformity with current legislation;

i)                Post-employment benefits — the actuarial liabilities relating to the pension benefits and retirement plans and actuarial liabilities relating to the healthcare plan are recorded according to procedures established by the CVM Deliberation 317/00, based on actuarial calculations effected every year by an independent actuary, in accordance with the projected credit unit method, net of the assets that fund the plans, when applicable. Costs related to the increase of the present value of the liabilities, resulting from the service rendered by the employee, are recognized over the employees’ working lives.

The projected credit unit method considers each period of service as the generating factor of an additional unit of benefit, which are accumulated to calculate the total liabilities. Other actuarial assumptions are also used, such as estimates of the evolution of healthcare costs, biological and economic hypotheses and, also, the historical experience of costs incurred and the employee contributions.

j)                Other current and long-term assets and liabilities — are recorded at their realizable amounts (assets) and at their known or estimated amounts plus accrued charges and indexation adjustments (liabilities), when applicable;

k)            Related parties — loan agreements between Brazilian companies are restated by the weighted average interest rate for market funding. The agreements with foreign companies are restated by charges (LIBOR plus 3% p.a.) plus foreign exchange variations. Sales and purchases of inputs and products are made under terms and conditions similar to those with unrelated third parties;

l)                Determination of the results of operations — the results of operations are determined on the accrual basis of accounting;

9




 

m)          Use of estimates — the preparation of the Quarterly Information requires estimates to record certain assets, liabilities and other transactions. The Quarterly Information therefore includes various estimates related to the useful lives of fixed assets, provisions for contingent liabilities, for income taxes and other similar matters. Actual results may differ from those estimated;

n)             Environmental investments — expenses related to compliance with environmental regulations are considered as cost of production or capitalized when incurred;

o)              Translation of foreign currency balances — asset and liability balances of transactions in foreign currency are translated to local currency (R$) at the foreign exchange rate ruling at the date of the Quarterly Information. Income statement accounts are translated  at monthly average rates;

p)              Additional information to the Quarterly Information — the statement of cash flows, prepared in accordance with the Accounting Rule and Procedure — NPC 20 issued by the Institute of Independent Auditors of Brazil (IBRACON), is being presented in order to provide additional information.

NOTE 4 - CONSOLIDATED QUARTERLY INFORMATION

a)          The consolidated Quarterly Information at March 31, 2006 was prepared in accordance with accounting practices adopted in Brazil, based on the provisions of Corporate Law and the regulations issued by the Brazilian Securities Commission (CVM), and includes the Quarterly Information of Gerdau S.A. and its directly or indirectly controlled subsidiaries listed below:

10




 

 

 

Percentage

 

Net

 

Ownership percentage

 

Consolidated company

 

consolidation

 

Assets

 

Total capital

 

Voting capital

 

Gerdau Ameristeel Corporation and subsidiaries (*)

 

100

 

3,534,099

 

66.78

 

66.78

 

Gerdau Internacional Empreendimentos Ltda. - Gerdau Group

 

100

 

3,318,155

 

100.00

 

100.00

 

Gerdau GTL Spain S.L.

 

100

 

3,551,248

 

100.00

 

100.00

 

Gerdau Açominas S.A.

 

100

 

3,317,178

 

89.35

 

89.36

 

Gerdau Aços Longos S.A.

 

100

 

2,840,871

 

89.35

 

89.36

 

Gerdau Steel Inc.

 

100

 

2,337,713

 

100.00

 

100.00

 

Gerdau América do Sul Participações S.A.

 

100

 

756,625

 

89.35

 

89.36

 

Axol S.A.

 

100

 

624,784

 

100.00

 

100.00

 

Gerdau Chile Inversiones Ltda.

 

100

 

615,038

 

99.99

 

99.99

 

Indústria Del Acero S.A. - Indac

 

100

 

609,681

 

99.98

 

99.98

 

Gerdau Comercial de Aços S.A.

 

100

 

544,287

 

89.35

 

89.36

 

Gerdau Aza S.A.

 

100

 

470,680

 

100.00

 

100.00

 

Gerdau Aços Especiais S.A.

 

100

 

469,060

 

89.35

 

89.36

 

Diaco S.A. and subsidiaries (**)

 

100

 

281,101

 

57.11

 

57.11

 

Seiva S.A. - Florestas e Indústrias

 

100

 

243,361

 

97.06

 

99.73

 

Itaguaí Com. Imp. e Exp. Ltda.

 

100

 

221,799

 

100.00

 

100.00

 

Aramac S.A.

 

100

 

278,479

 

100.00

 

100.00

 

GTL Equity Investments Corp.

 

100

 

268,193

 

100.00

 

100.00

 

Sipar Aceros S.A.

 

100

 

85,283

 

89.50

 

88.87

 

Sipar Gerdau Inversiones S.A.

 

100

 

83,255

 

83.77

 

83.77

 

Margusa - Maranhão Gusa S.A.

 

100

 

101,334

 

100.00

 

100.00

 

Gerdau Laisa S.A.

 

100

 

74,504

 

99.90

 

99.90

 

Açominas Com. Imp. Exp. S.A. - Açotrading

 

100

 

22,565

 

100.00

 

100.00

 

Salomon Sack S.A.

 

100

 

21,232

 

99.00

 

99.00

 

Gerdau Açominas Overseas Ltd.

 

100

 

17,452

 

100.00

 

100.00

 

Siderúrgica Del Pacífico S.A.

 

100

 

55,270

 

100.00

 

100.00

 

Distribuidora Matco S.A.

 

100

 

10,521

 

99.00

 

99.00

 

Armacero Industrial y Comercial S.A.

 

50

 

18,282

 

50.00

 

50.00

 

Aceros Cox Comercial S.A.

 

100

 

11,335

 

99.00

 

99.00

 

Siderco S.A.

 

100

 

9,591

 

100.00

 

100.00

 

Florestal Itacambira S.A.

 

100

 

6,614

 

100.00

 

100.00

 

GTL Financial Corp.

 

100

 

4,036

 

100.00

 

100.00

 

Gerdau Hungria Holdings Limited Liability Company 

 

100

 

460,627

 

100.00

 

100.00

 

GTL Trade Finance Inc.

 

100

 

22

 

100.00

 

100.00

 

Corporación Sidenor S.A. (***)

 

40

 

660,135

 

40.00

 

40.00

 

Dona Francisca Energética S.A.

 

52

 

116,659

 

51.82

 

51.82

 

 


(*) Subsidiaries:
Gerdau Ameristeel MRM Special Sections Inc., Gerdau USA Inc., AmeriSteel Bright Bar Inc.,
Gerdau AmeriSteel US Inc., Gerdau Ameristeel Perth Amboy Inc., Gallatin Steel Company (50%)
and Gerdau Ameristeel Sayreville Inc.

(**) Subsidiaries:
Ferrer Ind. Corporation, Laminados Andinos S.A., Laminadora Diaco S.A., Aceros Figurados S.A. and Ferrofigurados Lasa S.A. (55%).

(***) Subsidiaries:
Sidenor Internacional S.L., Sidenor Industrial S.L., Acos Villares S.A. (58.44%), Forjanor S.L.

11




 

b)        The more significant accounting practices used in preparing the consolidated Quarterly Information are as follows:

I)           Gerdau S.A. and its subsidiaries adopt consistent accounting practices to record their transactions and value their assets and liabilities. The financial statements of foreign subsidiaries were adjusted to conform to accounting practices adopted in Brazil and assets and liabilities were translated using the exchange rates in effect at the date of the Quarterly Information and the income statement accounts were translated using the average quarterly exchange rate.

II)       Asset, liability and income statement balances arising from transactions between consolidated companies have been eliminated; and

III)   Holdings of minority shareholders in subsidiaries are shown separately.

c)         The following main transactions occurred during the quarter ended March 31, 2006:

I)           On January 10, 2006, the Gerdau Group concluded, together with two Spanish companies, the acquisition of all the shares of Corporación Sidenor, S.A. (Sidenor), located in Spain. The purchase contract was signed on November 15, 2005.

Gerdau Hungria Holdings Limited Liability Company has a 40% interest in the capital of Corporación Sidenor, S.A, while 40% belongs to Carpe Diem Salud SL (Carpe Diem), a company of the Santander Group, and 20% belongs to Bogey Holding Company Spain, S.L., a holding company of the Sidenor executives.

The acquisition value for the totality of the shares was € 443,820 thousand (equivalent to R$ 1,212,294 on the purchase date), plus a variable portion to be calculated in the future based on the realization of certain events. As a result of this acquisition, Gerdau recognized a goodwill in the amount of € 99,326 (R$ 271,309, on the purchase date), based on expected future profitability, and the goodwill will be amortized over an estimated period of 10 years.

Carpe Diem has the right to sell its investment in Sidenor to the Gerdau Group after a 5-year period (sale option), for an updated fixed price. When and if Carpe Diem exercises this option, Gerdau will have the right, if it considers this to be appropriate, to indicate a third party to purchase this investment.

12




The financial statements of the Corporación Sidenor, S.A. and its subsidiaries were included in the consolidated financial statements of the Gerdau Group (proportionally consolidated) in the quarter ended March 31, 2006.

II)       On February 10, 2006, Gerdau Ameristeel purchased Fargo Iron and Metal Company, which has its headquarters in Fargo, North Dakota (USA), for approximately US$ 5.5 million (equivalent to R$ 11,948 on March 31, 2006). Fargo Iron and Metal has served the steel industry as a storage and scrap processing unit. This unit is also a service center for local manufacturers and construction companies.

III)   On March 14, 2006, Gerdau Ameristeel purchased the assets of Callaway Building Products, which has its headquarters in Knoxville, Tennessee (USA). Callaway Building Products has served the civil construction industry as a supplier of fabricated rebar and products for construction in Eastern Tennessee, Eastern Kentucky, Virginia, North Carolina and Georgia. The total transaction amount was approximately US$ 2.2 million (approximately R$ 4,780 on March 31, 2006).

d)        The consolidated financial statements also include, besides the financial statements of Corporación Sidenor, S.A. and its subsidiaries, as commented in item c) — I), the financial statements of the jointly-owned subsidiary Dona Francisca Energética S.A., consolidated proportionally considering the direct interest, and the jointly-owned companies Armacero Industrial y Comercial Ltda. and Gallatin Steel Company, consolidated proportionally considering the indirect interest of the parent company in the capital of these companies.

The key financial statement balances of these companies, upon which the corresponding proportional consolidation percentage is applied, are as follows:

13




 

 

 

 

 

 

 

 

Corporación

 

 

 

 

 

Dona Francisca

 

Gallatin

 

Sidenor S.A.

 

Armacero

 

 

 

Energética S.A.

 

Steel Company

 

Consolidated(*)

 

Ind. Com. Ltda.

 

 

 

3/31/2006

 

12/31/2005

 

3/31/2006

 

12/31/2005

 

3/31/2006

 

3/31/2006

 

12/31/2005

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

133,978

 

135,777

 

346,771

 

412,954

 

1,438,471

 

28,521

 

29,952

 

Long-term receivables

 

63,111

 

61,735

 

353

 

454

 

327,763

 

1,347

 

1,437

 

Permanent

 

173,621

 

172,664

 

468,725

 

513,296

 

1,249,250

 

33,640

 

37,816

 

Total assets

 

370,710

 

370,176

 

815,848

 

926,704

 

3,015,484

 

63,508

 

69,205

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

38,444

 

40,817

 

99,367

 

140,664

 

907,035

 

26,985

 

27,348

 

Long-term liabilities

 

215,607

 

215,928

 

44,033

 

47,512

 

1,268,260

 

18,242

 

20,725

 

Minority interest

 

 

 

 

 

180,054

 

 

 

Adjusted net assets

 

116,659

 

113,431

 

672,448

 

738,528

 

660,135

 

18,282

 

21,132

 

Total liabilities and shareholders' equity

 

370,710

 

370,176

 

815,848

 

926,704

 

3,015,484

 

63,508

 

69,205

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales revenue

 

11,702

 

46,326

 

500,799

 

1,948,736

 

873,620

 

19,107

 

87,437

 

Cost of sales

 

(4,528

)

(19,647

)

(355,180

)

(1,456,182

)

(648,742

)

(17,893

)

(80,761

)

Gross profit

 

7,175

 

26,679

 

145,618

 

492,554

 

224,878

 

1,215

 

6,676

 

Sales, general and administrative expenses

 

(317

)

(1,739

)

(26,524

)

(25,832

)

(65,292

)

(1,840

)

(5,365

)

Other financial expenses

 

(1,675

)

(7,506

)

(571

)

(86,095

)

(5,840

)

(399

)

(17

)

Other operating revenues (expenses)

 

 

 

(1,278

)

 

(5,237

)

134

 

695

 

Operating profit (loss)

 

5,183

 

17,434

 

117,244

 

380,627

 

148,509

 

(891

)

1,989

 

Non-operating income

 

(302

)

4

 

114

 

 

2,287

 

 

 

Provision for income tax and social contribution

 

(1,654

)

(5,841

)

(177

)

(237

)

(47,559

)

40

 

(366

)

Minority interest

 

 

 

 

 

(25,280

)

 

 

Net income (loss)

 

3,227

 

11,597

 

117,181

 

380,390

 

77,957

 

(851

)

1,623

 


(*)            Company included in the consolidation in 2006, as mentioned in note no. 4 c.I

e)         The Company and its direct and indirect subsidiaries have goodwill and negative goodwill, which are amortized as the assets that generated them are realized, or based on the realization of the projected future profits, limited to ten years, as follows:

14




 

 

 

Period of

 

 

 

 

 

 

 

Amortization

 

Company

 

Consolidated

 

Goodwill included in the investment accounts

 

 

 

 

 

 

 

Balance at December 31, 2005 (based on estimated future income)

 

 

 

17,074

 

91,654

 

(+) Foreign exchange variation

 

 

 

 

(14,703

)

(+) Corporación Sidenor, S.A. (note 4c - I)

 

 

 

 

271,309

 

(-) Portion amortized in the period

 

10 years

 

(610

)

(11,240

)

Balance at March 31, 2006 (based on estimated future income)

 

 

 

16,464

 

337,020

 

 

 

 

 

 

 

 

 

Goodwill by subsidiaries:

 

 

 

 

 

 

 

Margusa - Maranhão Gusa S.A.

 

 

 

 

4,121

 

Dona Francisca Energética S.A.

 

 

 

16,464

 

16,464

 

Distribuidora Matco S.A.

 

 

 

 

4,719

 

Sipar Aceros S.A

 

 

 

 

55,135

 

Corporación Sidenor, S.A.

 

 

 

 

 

256,581

 

 

 

 

 

16,464

 

337,020

 

 

 

 

 

 

 

 

 

Goodwill included in the fixed assets accounts

 

 

 

 

 

 

 

Balance at December 31, 2005 (based on undervaluation of assets)

 

 

 

 

107,513

 

(-) Foreign exchange variation

 

 

 

 

(7,730

)

(-) Portion amortized in the period

 

10 years

 

 

(15,423

)

Balance at March 31, 2006 (based on undervaluation of assets)

 

 

 

 

84,360

 

 

 

 

 

 

 

 

 

The goodwill resulted from the assets of the subsidiary Gerdau Ameristeel US Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Negative goodwill included in the fixed assets account

 

 

 

 

 

 

 

Balance at December 31, 2005 (based on overvaluation of assets)

 

 

 

 

(274,454

)

(-) Foreign exchange variation

 

 

 

 

1,901

 

(-) Portion amortized in the period

 

10 years

 

 

8,542

 

Balance at March 31, 2006 (based on overvaluation of assets)

 

 

 

 

(264,011

)

 

The amounts of goodwill that were based on future profitability were constituted based on projections of profits of the related investee, calculated on the discounted cash flow method utilizing an average interest rate equivalent to the TJLP (Long-term Interest Rate) for a period of 10 years.

The equity accounting result in the consolidated statement of income refers, basically, to the effects of foreign exchange rate variations on the foreign investments, to goodwill amortization and to tax incentive reserves arising from the reduction of income tax on the exploitation profit of the subsidiaries Gerdau Aços Longos S.A. and Margusa — Maranhão Gusa S.A., both located in the Northeastern region of Brazil, as well as to benefits arising from state tax financing.

15




NOTE 5 - CASH AND CASH EQUIVALENTS

 

 

Company

 

Consolidated

 

 

 

3/31/2006

 

12/31/2005

 

3/31/2006

 

12/31/2005

 

Cash

 

44

 

243

 

1,227,582

 

1,185,495

 

Fixed income investments

 

905,972

 

1,275,722

 

4,180,654

 

4,143,640

 

Investment funds

 

 

 

14,244

 

80,580

 

Investment funds - Banco Gerdau S.A.

 

 

 

57,548

 

54,819

 

Investments in Gerdau Ameristeel Corp. debentures

 

 

 

 

160

 

 

 

906,016

 

1,275,965

 

5,480,028

 

5,464,694

 

 

 

 

 

 

 

 

 

 

 

Fixed income investments - Long-Term (*)

 

 

 

59,448

 

 

 

 

 

 

59,448

 

 

Total cash and cash equivalents

 

906,016

 

1,275,965

 

5,539,476

 

5,464,694

 

 


(*)            Financial investment in Republic of Austria securities, in reais. The long term portion is due in July 2007.

The financial investments are, basically, backed by federal public securities and bank certificates of deposit (CDB), at market prices and rates, and the amounts are adjusted for interest accrued, recognized proportionally to the date of the Quarterly Information. The recorded amounts do not exceed respective market values.

Of the existing balance, R$ 1,209,380 — Consolidated (R$ 2,238,294 — Consolidated on December 31, 2005), refers to investments in foreign currency, principally in U.S. dollars.

NOTE 6 - TRADE ACCOUNTS RECEIVABLE

 

 

 

Consolidated

 

 

 

3/31/2006

 

12/31/2005

 

Trade accounts receivable - domestic market

 

883,478

 

757,293

 

Trade accounts receivable - exports

 

91,062

 

119,634

 

Trade accounts receivable - foreign companies

 

1,422,244

 

1,223,317

 

Accounts receivable by associated companies

 

72,505

 

40,524

 

(-) Provision for credit risks

 

(96,227

)

(80,962

)

 

 

2,373,062

 

2,059,806

 

 

16




NOTE 7 - INVENTORIES

 

 

 

Consolidated

 

 

 

3/31/2006

 

12/31/2005

 

Finished products

 

1,420,452

 

1,656,123

 

Products in progress

 

691,218

 

585,014

 

Raw materials

 

1,108,034

 

1,017,732

 

Storeroom materials

 

438,299

 

596,350

 

Advances to suppliers

 

67,509

 

76,391

 

Imports in transit

 

104,448

 

126,951

 

(-) Provision for obsolescence and adjustments to market value

 

(52,843

)

(39,932

)

 

 

3,777,117

 

4,018,629

 

 

The inventories are insured against fire and overflow. The cover is based on the amounts and risks involved.

NOTE 8 — TAX CREDITS

 

 

Company

 

Consolidated

 

 

 

3/31/2006

 

12/31/2005

 

3/31/2006

 

12/31/2005

 

Short term

 

 

 

 

 

 

 

 

 

ICMS - Tax on Sales and Services

 

 

 

65,932

 

64,284

 

COFINS - Social Contribution on Revenues

 

 

 

92,402

 

44,921

 

PIS - Social Integration Program

 

17,373

 

15,686

 

35,085

 

20,307

 

IPI - Excise tax

 

 

 

2,583

 

1,367

 

Income Tax and Social Contribution on Net Income

 

16,818

 

23,689

 

67,364

 

61,275

 

IVA - Value-added tax

 

 

 

5,827

 

302

 

Other

 

(2

)

74

 

8,045

 

7,308

 

 

 

34,189

 

39,449

 

277,238

 

199,764

 

Long Term

 

 

 

 

 

 

 

 

 

PIS and COFINS

 

81,783

 

81,783

 

141,475

 

137,349

 

ICMS credits on purchases of fixed assets

 

 

 

114,505

 

103,375

 

Other

 

 

 

2,317

 

2,068

 

 

 

81,783

 

81,783

 

258,297

 

242,792

 

Total tax credits

 

115,972

 

121,232

 

535,535

 

442,556

 

 

17




NOTE 9 — INCOME TAX AND SOCIAL CONTRIBUTION ON NET INCOME

a) Analysis of the income tax (IR) and social contribution on net income (CS) expense:

 

 

Company

 

 

 

3/31/2006

 

3/31/2005

 

 

 

Income Tax

 

Social
Contribution

 

Total

 

Income Tax

 

Social
Contribution

 

Total

 

Profit before income tax and social contribution, after statutory profit sharing

 

710,507

 

710,507

 

710,507

 

701,460

 

701,460

 

701,460

 

Standard rates of tax

 

25

%

9

%

34

%

25

%

9

%

34

%

Income tax and social contribution on net income expense at standard rates of tax

 

(177,627

)

(63,946

)

(241,573

)

(175,365

)

(63,131

)

(238,496

)

Tax adjustments referring to:

 

 

 

 

 

 

 

 

 

 

 

 

 

- equity in the earnings

 

155,026

 

55,809

 

210,835

 

170,372

 

61,334

 

231,706

 

- permanent differences (net)

 

167

 

79

 

246

 

90

 

54

 

144

 

Income tax and social contribution on net income expense

 

(22,434

)

(8,058

)

(30,492

)

(4,903

)

(1,743

)

(6,646

)

Current

 

 

 

 

(2,611

)

(925

)

(3,536

)

Deferred

 

(22,434

)

(8,058

)

(30,492

)

(2,292

)

(818

)

(3,110

)

 

 

 

Consolidated

 

 

 

3/31/2006

 

3/31/2005

 

 

 

Income Tax

 

Social
Contribution

 

Total

 

Income Tax

 

Social
Contribution

 

Total

 

Profit before income tax and social contribution, after statutory profit sharing

 

1,161,352

 

1,161,352

 

1,161,352

 

1,162,342

 

1,162,342

 

1,162,342

 

Standard rates of tax

 

25

%

9

%

34

%

25

%

9

%

34

%

Income tax and social contribution on net income expense at standard rates of tax

 

(290,338

)

(104,522

)

(394,860

)

(290,586

)

(104,611

)

(395,197

)

Tax adjustments referring to:

 

 

 

 

 

 

 

 

 

 

 

 

 

- tax rate difference for foreign companies

 

4,964

 

44,383

 

49,347

 

(18,016

)

32,878

 

14,862

 

- equity in the earnings

 

(49,307

)

(17,751

)

(67,058

)

5,614

 

2,021

 

7,635

 

- recovery of deferred tax assets

 

2,052

 

739

 

2,791

 

11,959

 

2,607

 

14,566

 

- deferred amortization - CVM 349

 

51,478

 

18,532

 

70,010

 

 

 

 

- permanent differences (net)

 

6,311

 

4,563

 

10,874

 

5,155

 

1,134

 

6,289

 

Income tax and social contribution on net income expense

 

(274,840

)

(54,056

)

(328,896

)

(285,874

)

(65,971

)

(351,845

)

Current

 

(222,029

)

(36,339

)

(258,368

)

(249,028

)

(51,366

)

(300,394

)

Deferred

 

(52,811

)

(17,717

)

(70,528

)

(36,846

)

(14,605

)

(51,451

)

 

18




b) Analysis of the deferred income tax and social contribution on net income assets and liabilities, constituted at the standard rates of tax:

 

 

Assets

 

 

 

Company

 

Consolidated

 

 

 

3/31/2006

 

31/12/2005

 

3/31/2006

 

12/31/2005

 

 

 

Income
Tax

 

Social
Contribution

 

Total

 

Income
Tax

 

Social
Contribution

 

Total

 

Income
Tax

 

Social
Contribution

 

Total

 

Income
Tax

 

Social
Contribution

 

Total

 

Tax losses

 

11,456

 

 

11,456

 

8,797

 

 

8,797

 

157,659

 

 

157,659

 

163,659

 

 

163,659

 

Negative social contribution base

 

 

4,034

 

4,034

 

 

3,059

 

3,059

 

 

7,927

 

7,927

 

 

9,092

 

9,092

 

Provision for contingencies

 

11,594

 

4,175

 

15,769

 

11,594

 

4,175

 

15,769

 

58,717

 

20,746

 

79,463

 

58,119

 

20,810

 

78,929

 

Benefits granted to employees

 

 

 

 

 

 

 

102,216

 

 

102,216

 

91,095

 

 

91,095

 

Commissions/other

 

 

 

 

 

 

 

184,625

 

7,952

 

192,577

 

129,790

 

3,996

 

133,786

 

Amortized goodwill

 

1,982

 

713

 

2,695

 

1,829

 

659

 

2,488

 

10,528

 

3,790

 

14,318

 

9,345

 

3,365

 

12,710

 

Provision for losses

 

2,774

 

991

 

3,765

 

2,774

 

991

 

3,765

 

77,457

 

27,885

 

105,342

 

76,830

 

27,653

 

104,483

 

 

 

27,806

 

9,913

 

37,719

 

24,994

 

8,884

 

33,878

 

591,202

 

68,300

 

659,502

 

528,838

 

64,916

 

593,754

 

Current

 

 

 

 

 

 

 

134,346

 

21,021

 

155,367

 

135,231

 

16,447

 

151,678

 

Long Term

 

27,806

 

9,913

 

37,719

 

24,994

 

8,884

 

33,878

 

456,856

 

47,279

 

504,135

 

393,607

 

48,469

 

442,076

 

 

 

 

Liabilities

 

 

 

Company

 

Consolidated

 

 

 

3/31/2006

 

12/31/2005

 

03/31/2006

 

12/31/2005

 

 

 

Income
Tax

 

Social
Contribution

 

Total

 

Income
Tax

 

Social
Contribution

 

Total

 

Income
Tax

 

Social
Contribution

 

Total

 

Income
Tax

 

Social
Contribution

 

Total

 

Accelerated depreciation

 

 

 

 

 

 

 

476,760

 

1,474

 

478,234

 

463,905

 

762

 

464,667

 

Amortized negative goodwill

 

40,198

 

14,471

 

54,669

 

40,198

 

14,471

 

54,669

 

50,341

 

14,628

 

64,969

 

50,341

 

14,628

 

64,969

 

Inflation/foreign exchange effect

 

25,245

 

9,088

 

34,333

 

 

 

 

136,475

 

44,898

 

181,373

 

60,787

 

21,884

 

82,671

 

 

 

65,443

 

23,559

 

89,002

 

40,198

 

14,471

 

54,669

 

663,576

 

61,000

 

724,576

 

575,033

 

37,274

 

612,307

 

Current

 

25,245

 

9,088

 

34,333

 

 

 

 

181,338

 

45,624

 

226,962

 

66,349

 

20,530

 

86,879

 

Long Term

 

40,198

 

14,471

 

54,669

 

40,198

 

14,471

 

54,669

 

482,239

 

15,376

 

497,615

 

508,684

 

16,744

 

525,428

 

 

Deferred tax assets recognized on tax loss and negative social contribution base carryforwards and on temporary differences, both in the Company and Consolidated, are supported by projections of future taxable income adjusted to present values, based on technical feasibility studies submitted annually to the Board of Directors for approval. These studies consider the history of profitability of the Company and its subsidiaries and the perspective of maintaining the current profitability in the future, permitting the recovery of the tax credits over a period not exceeding ten years. The other credits, based on temporary differences, mainly on provisions for tax contingencies, were maintained according to their estimate of realization.

c) Estimated recovery of the deferred income tax and social contribution assets and liabilities:

19




 

 

 

Assets

 

 

 

Company

 

Consolidated

 

 

 

3/31/2006

 

12/31/2005

 

3/31/2006

 

12/31/2005

 

2006

 

 

 

155,367

 

151,678

 

2007

 

3,154

 

3,154

 

90,302

 

67,974

 

2008

 

3,154

 

3,154

 

70,250

 

59,913

 

2009

 

3,154

 

3,154

 

80,572

 

69,683

 

2010 to 2012

 

3,154

 

3,154

 

142,193

 

131,004

 

2013 to 2014

 

25,103

 

21,262

 

120,818

 

113,502

 

 

 

37,719

 

33,878

 

659,502

 

593,754

 

 

 

 

Liabilities

 

 

 

Company

 

Consolidated

 

 

 

3/31/2006

 

12/31/2005

 

3/31/2006

 

12/31/2005

 

2006

 

34,333

 

 

226,962

 

86,879

 

2007

 

 

 

28,551

 

18,042

 

2008

 

 

 

14,403

 

19,350

 

2009

 

 

 

24,872

 

30,151

 

2010 to 2012

 

 

 

147,887

 

157,060

 

2013 to 2014

 

 

 

105,341

 

113,169

 

from 2015 onwards

 

54,669

 

54,669

 

176,560

 

187,656

 

 

 

89,002

 

54,669

 

724,576

 

612,307

 

 

20




 

NOTE 10 — INVESTMENTS

 

 

Company

 

 

 

Subsidiaries

 

Other

 

Total

 

 

 

Gerdau
Açominas
S.A.

 

Gerdau
Internacional
Empreend.
Ltda. (1)

 

Itaguai Com. 
Imp. e Export.
Ltda.

 

Gerdau Aços
Longos S.A.

 

Gerdau Aços
Especiais S.A.

 

Gerdau
Comercial
de Aços S.A.

 

Gerdau
América
do Sul S.A.

 

Dona Francisca
Energética S.A.

 

Other

 

 

 

 

 

 

 

Investment

 

Investment

 

Investment

 

Investment

 

Investment

 

Investment

 

Investment

 

Provision
for loss

 

Goodwill

 

Investment

 

 

 

 

 

Balance at September 30, 2005

 

2,688,415

 

2,068,771

 

200,210

 

2,180,044

 

383,351

 

487,844

 

584,832

 

(3,616

)

17,682

 

26

 

4,815

 

8,612,374

 

Equity in earnings (losses) (2)

 

44,712

 

258,988

 

24,444

 

139,790

 

44,130

 

17,829

 

63,546

 

62,396

 

(608

)

(3

)

 

655,224

 

Dividends

 

(182,862

)

 

 

(91,293

)

(27,258

)

(32,096

)

9,641

 

 

 

 

 

(323,868

)

Balance at December 31, 2005

 

2,550,265

 

2,327,759

 

224,654

 

2,228,541

 

400,223

 

473,577

 

658,019

 

58,780

 

17,074

 

23

 

4,815

 

8,943,730

 

Equity in earnings (losses) (2)

 

215,429

 

64,007

 

4,419

 

286,754

 

18,199

 

12,712

 

18,051

 

1,670

 

(611

)

 

(521

)

620,109

 

Dividends

 

 

 

(7,281

)

 

 

 

 

 

 

 

523

)

(6,758)

 

Balance at March 31, 2006

 

2,765,694

 

2,391,766

 

221,792

 

2,515,295

 

418,422

 

486,289

 

676,070

 

60,450

 

16,463

 

23

 

4,817

 

9,557,081

 

Capital

 

1,654,160

 

2,663,343

 

145,110

 

2,207,859

 

379,205

 

517,846

 

625,184

 

67,105

 

 

 

 

 

 

 

 

 

Adjusted shareholders’ equity

 

3,328,500

 

3,318,155

 

221,799

 

2,815,134

 

468,278

 

544,258

 

756,625

 

116,659

 

 

 

 

 

 

 

 

 

Adjusted net income for the period

 

174,970

 

88,798

 

4,419

 

247,036

 

8,305

 

11,123

 

20,203

 

3,227

 

 

 

 

 

 

 

 

 

Holding in capital total (%)

 

89.35

%

72.08

%

100.00

%

89.35

%

89.35

%

89.36

%

89.36

%

51.82

%

 

 

 

 

 

 

 

 

Holding in capital voting (%)

 

89.36

%

72.08

%

100.00

%

89.36

%

89.36

%

89.36

%

89.36

%

51.82

%

 

 

 

 

 

 

 

 

Common shares / quotas held

 

160,711,825

 

1,919,769,142

 

145,109,651

 

160,711,825

 

160,711,825

 

160,711,825

 

160,711,825

 

345,109,212

 

 

 

 

 

 

 

 

 

Proposed dividends

 

 

 

7,274

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(1) Company holding the investments in foreign subsidiaries.

(2) Includes amortization of goodwill.

 

 

Consolidated

 

 

 

Margusa -
Maranhão
Gusa S.A.

 

Dona
Francisca
Energética
S.A.

 

Armacero
Industrial y
Comercial
Ltda.

 

Distribuidora
Matco S.A.

 

Salomon
Sack S.A.

 

MRS
Logística
S.A.

 

Sipar
Gerdau
Inversiones
S.A.

 

Corporación
Sidenor S.A.

 

Societies in
ownership
account

 

Other

 

Total

 

 

 

Goodwill

 

Goodwill

 

Goodwill

 

Goodwill

 

Goodwill

 

Investment

 

Goodwill

 

Goodwill

 

Investment

 

Investment

 

 

 

Balance at September 30, 2005

 

12,365

 

17,682

 

 

4,692

 

 

4,772

 

59,367

 

 

7,752

 

32,016

 

138,646

 

Foreign exchange adjustment

 

 

 

19

 

(352

)

76

 

 

3,166

 

 

 

 

2,909

 

Goodwill amortization

 

(4,123

)

(608

)

(19

)

1,028

 

(76

)

 

(1,563

)

 

 

 

(5,361

)

Acquisition/disposal of investment

 

 

 

 

 

 

 

 

 

374

 

(23,251

)

(22,877

)

Dividends

 

 

 

 

 

 

 

 

 

(1,258

)

 

(1,258

)

Equity in earnings

 

 

 

 

 

 

 

 

 

609

 

 

609

 

Balance at December 31, 2005

 

8,242

 

17,074

 

 

5,368

 

 

4,772

 

60,970

 

 

7,477

 

8,765

 

112,668

 

Foreign exchange adjustment

 

 

 

 

 

(509

)

 

 

(4,384

)

(9,810

)

 

 

(14,703

)

Goodwill amortization

 

(4,121

)

(610

)

 

(140

)

 

 

(1,451

)

(4,918

)

 

 

(11,240

)

Acquisition/disposal of investment

 

 

 

 

 

 

 

 

271,309

 

 

1,218

 

272,527

 

Balance at March 31, 2006

 

4,121

 

16,464

 

 

4,719

 

 

4,772

 

55,135

 

256,581

 

7,477

 

9,983

 

359,252

 

 

21




NOTE 11 — FIXED ASSETS

 

 

 

Company

 

 

 

 

 

3/31/2006

 

12/31/2005

 

 

 

 

 

 

 

Depreciation

 

 

 

 

 

 

 

Annual rates of

 

 

 

and depletion

 

 

 

 

 

 

 

depreciation %

 

Cost

 

accrued

 

Net

 

Net

 

Electronic date equipment/rights/licenses

 

20 to 33

 

370

 

 

370

 

 

 

 

 

 

370

 

 

370

 

 

 

 

 

Consolidated

 

 

 

 

 

3/31/2006

 

12/31/2005

 

 

 

Annual rates of

 

 

 

Accumulated

 

 

 

 

 

 

 

depreciation/

 

 

 

depreciation and

 

 

 

 

 

 

 

depletion %

 

Cost

 

depletion accrued

 

Net

 

Net

 

Lands, buildings and structures

 

0 to 10

 

3,812,989

 

(1,334,598

)

2,478,391

 

2,274,921

 

Machinery, equipment and installations

 

5 to 10

 

9,620,598

 

(5,057,132

)

4,563,466

 

4,132,592

 

Furniture and fixtures

 

5 to 10

 

132,568

 

(84,925

)

47,643

 

58,218

 

Vehicles

 

20 to 33

 

84,158

 

(44,298

)

39,860

 

34,057

 

Electronic date equipment/rights/licenses 

 

20 to 33

 

412,731

 

(262,331

)

150,400

 

110,212

 

Construction in progress

 

 

1,731,634

 

(70,736

)

1,660,898

 

1,889,512

 

Forestation/reforestation

 

Cutting plan

 

262,488

 

 

262,488

 

193,989

 

 

 

 

 

16,057,166

 

(6,854,019

)

9,203,147

 

8,693,501

 

 


a) Insured amounts — the assets are insured against fire, electrical damage and explosion. The coverage is determined based on the amounts and risks involved. The plants of the North and South American subsidiaries and the subsidiary Gerdau Açominas S.A. are also insured against loss of profits. The total cover amounted to R$ 17,214,796 at March 31, 2006.

b) Capitalization of interest and financial charges — Financial income of R$ 20,106 — Consolidated, which arose as a result of the appreciation of the Brazilian real against the U.S. dollar, was credited to the cost of construction in progress during the quarter ended March 31, 2006 (R$ 10,070 of expenses capitalized — Consolidated on December 31, 2005).

c) Guarantees offered — fixed assets were pledged as collateral for loans and financing of R$ 810,533 — Consolidated (R$ 837,996 — Consolidated on December 31, 2005).

22




 

d) Summary of changes in fixed assets:

 

 

 

Company

 

Consolidated

 

 

 

3/31/2006

 

3/31/2006

 

Balance at the beginning of the quarter

 

 

8,693,501

 

(+) Acquisitions / disposals in the quarter

 

370

 

498,032

 

(-) Depreciation and depletion in cost of sales

 

 

(221,796

)

(-) Depreciation and depletion in administrative expenses

 

 

(26,008

)

(+) Companies consolidated in the quarter

 

 

486,024

 

(-) Foreign exchange effect on foreign fixed assests

 

 

(226,606

)

Balance at the end of the quarter

 

370

 

9,203,147

 

 

NOTE 12 — DEFERRED CHARGES

The deferred charges (Consolidated) comprise pre-operating expenses in the construction of a hydroelectric plant, reforestation projects and research, development and reorganization projects.

23




 

NOTE 13 — LOANS AND FINANCING

 

 

 

Annual

 

Company

 

Consolidated

 

 

 

charges (*)

 

3/31/2006

 

12/31/2005

 

3/31/2006

 

12/31/2005

 

Short term financing in reais

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

CDI (**)

 

 

 

47,525

 

14,000

 

Financing of investment

 

 

 

4,500

 

4,500

 

4,500

 

4,500

 

Short term financing in foreign currency

 

 

 

 

 

 

 

 

 

 

 

Working capital (US$)

 

5.46

%

 

 

527,754

 

592,887

 

Financing of fixed assets and other (US$)

 

7.90

%

 

 

 

34,676

 

Export advances (US$)

 

5.90

%

 

 

79,919

 

3,082

 

Working capital (EUR)

 

7.20

%

 

 

29,522

 

 

Working capital (Clp$)

 

5.38

%

 

 

38,915

 

50,133

 

Working capital (Cop$)

 

6.75

%

 

 

23,888

 

11,810

 

Working capital (PA$)

 

10.48

%

 

 

23,765

 

4,880

 

 

 

 

 

4,500

 

4,500

 

775,788

 

715,968

 

Plus: current portion of long term financing

 

 

 

2,571

 

2,770

 

677,265

 

611,280

 

Short term financing plus current portion

 

 

 

7,071

 

7,270

 

1,453,053

 

1,327,248

 

 

 

 

 

 

 

 

 

 

 

 

 

Long term financing in reais

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

TJLP + 3.50

%

 

 

131,189

 

124,125

 

Financing of fixed assets

 

TJLP + 3.50

%

 

 

806,988

 

812,691

 

Financing of investment

 

IGP — M (***) + 8.50

%

 

 

106,180

 

22,510

 

Long term financing in foreign currency

 

 

 

 

 

 

 

 

 

 

 

Working capital (US$)

 

7.73

%

 

 

227,517

 

226,104

 

Bearer bonds (Perpetual bonds and Senior Notes) (US$)

 

9.47

%

1,306,011

 

1,407,190

 

2,170,215

 

2,337,845

 

Açominas Exports Notes Receivable (US$)

 

7.34

%

 

 

494,782

 

543,739

 

Export advances (US$)

 

5.90

%

 

 

734,098

 

761,896

 

Financing of investment (US$)

 

4.94

%

 

 

167,523

 

162,945

 

Financing of fixed assets and other (US$)

 

8.60

%

 

 

1,135,379

 

844,318

 

Financing of fixed assets (Cdn$)

 

6.55

%

 

 

3,591

 

5,606

 

Working capital (Clp$)

 

5.38

%

 

 

16,979

 

19,495

 

Working capital (Cop$)

 

6.75

%

 

 

11,738

 

102,300

 

Working capital (EUR)

 

7.20

%

 

 

 

 

102,120

 

 

Working capital (PA$)

 

10.48

%

 

 

57

 

126

 

 

 

 

 

1,306,011

 

1,407,190

 

6,108,356

 

5,963,700

 

Less: current portion

 

 

 

(2,571

)

(2,770

)

(677,265

)

(611,280

)

Long term financing less current portion 

 

 

 

1,303,440

 

1,404,420

 

5,431,091

 

5,352,420

 

Total financing

 

 

 

1,310,511

 

1,411,690

 

6,884,144

 

6,679,668

 


(*) Weighted average rate on December 31, 2005
(**) CDI — Interbank Deposit Certificate
(***) General Price Index — Market

 

The loans stated in reais are indexed by the TJLP (Long-term Interest Rate), established by the Brazilian Government and used for the restatement of long-term loans granted by BNDES (National Bank for Economic and Social Development), or by the IGP-M (General Price Index — Market): Brazilian inflation rate, calculated by the Getúlio Vargas Foundation.

24




Summary by currency

 

 

Company

 

Consolidated

 

 

 

3/31/2006

 

12/31/2005

 

3/31/2006

 

12/31/2005

 

Real (R$)

 

4,500

 

4,500

 

1,096,382

 

977,826

 

U.S. Dollar (US$)

 

1,306,011

 

1,407,190

 

5,537,187

 

5,507,492

 

Canadian Dollar (Cdn$)

 

 

 

3,591

 

5,606

 

Euros (EUR)

 

 

 

131,642

 

 

Colombian Peso (Cop$)

 

 

 

35,626

 

114,110

 

Argentine Peso (PA$)

 

 

 

23,822

 

5,006

 

Chilean Peso (Clp$)

 

 

 

55,894

 

69,628

 

 

 

1,310,511

 

1,411,690

 

6,884,144

 

6,679,668

 

 

The schedule for payment of the long-term portion of financing is as follows:

 

 

Company

 

Consolidated

 

2007

 

 

806,384

 

2008

 

 

857,088

 

2009

 

 

571,157

 

2010

 

 

412,060

 

2011

 

 

1,145,817

 

After 2011

 

1,303,440

 

1,638,585

 

 

 

1,303,440

 

5,431,091

 

 

a) Events in the quarter

On March 24, 2006, Gerdau Açominas obtained a line of credit from a group of banks led by Citibank, N.A, Tokyo Branch, in Japanese yen, equivalent to US$ 267,000 thousand (R$ 580,030 at March 31, 2006), to be paid in 16 half-yearly installments beginning on September 24, 2008, with a 30-month grace period. The interest will be paid half-yearly starting six months after the signing of the contract. The contracted interest rate was LIBOR + 0.3% p.a. (equivalent to 7.27% p.a. on the contracting date). This operation is guaranteed by Gerdau S.A. as well as Nippon Export and Investment Insurance (NEXI), a credit insurance agency.

Together with the contracting of this line of credit, Gerdau performed a swap operation for protection against the foreign exchange exposure of the Japanese yen against the U.S. dollar (Note 15).

25




b) Guarantees

The loans contracted under the Government Agency for Machinery and Equipment Financing — FINAME/BNDES program are guaranteed by the financed assets, in the amount of R$ 806,988. The other loans are guaranteed by sureties from the controlling shareholders, for which the Company pays a fee of 1% p.a. on the amount guaranteed.

c) Covenants

In replacement of the tangible guarantees usually required, the loans are being contracted with certain financial covenants, as follows:

I) Consolidated interest coverage ratio — measures the debt service payment capacity in relation to EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization), as described in Note 26;

II) Consolidated leverage ratio — measures the debt coverage capacity in relation to EBITDA, as described in Note 26;

III) Required Minimum Net Worth — measures the minimum net worth required in financial agreements; and

IV) Current Ratio (current liquidity ratio) — measures the capacity to pay current liabilities.

All the covenants mentioned above are calculated on a consolidated basis, except for item IV which refers to the parent company Metalúrgica Gerdau S.A., and have been complied with. The penalty for non-compliance is the prepayment of the contracts.

d) Credit lines

In October 2005, the subsidiaries Gerdau Açominas S.A., Gerdau Aços Longos S.A., Gerdau Aços Especiais S.A. and Gerdau Comercial de Aços S.A. obtained a pre-approved credit line from BNDES — National Bank for Economic and Social Development of R$ 900,000 for the purchase of equipment and for expenses. These funds will be liberated as the subsidiaries realize their own investment plans and submit proof of expenditures to BNDES. On March 31, 2006, this credit line had not yet been used and the applicable interest rates will be those in effect on the dates the funds are released. The contracts are guaranteed by Indac — Ind. Adm. e Comércio S.A. and by the financial covenants of Metalúrgica Gerdau S.A.

The subsidiary Gerdau Açominas S.A. also has the following credit lines:

·    US$ 240 million (R$ 521,376 at March 31, 2006) with ABN AMRO Bank N.V., The Bank of Tokyo-Mitsubishi and UFJ Bank Limited. This credit line is guaranteed by Nippon Export and Investment Insurance (NEXI) and has a seven-year term, of which two years comprise the grace period and the

26




remaining five years for payment. On March 31, 2006, US$ 151.57 million (R$ 329,300 on March 31, 2006) of this credit line had been drawn down. The funds will be used for the modernization of the Ouro Branco plant and there is no connection to imports or export receivables.

·             US$ 69 million (R$ 149,896 at March 31, 2006) from Export Development Canada, the guarantee for which was given by KFW  IPEX — Bank and by Gerdau S.A. The credit line has a term of six years, of which two years comprise the grace period and the remaining four years for payment. On March 31, 2006, US$ 39.40 million (R$ 85,570 at March 31, 2006) of this credit line had been drawn down. The interest rate is 7.02 % p.a. The resources will be applied in the supply of the Bloom Continuous Casting and Beam Blank.

·             US$ 201 million (R$ 436,652 at March 31, 2006) from BNP Paribas — France (50%) and the Industrial and Commercial Bank of China (50%), with guarantees granted by SINOSURE (China Export & Credit Insurance Corporation), credit agency for Chinese exports, and by Gerdau S.A. The credit line has a term of 12 years, of which three years comprise the grace period and the remaining nine years for payment. On March 31, 2006, US$ 11.12 million (R$ 24,270 at March 31, 2006) of this credit line had been drawn down. The interest rate is 6.97% p.a. The funds will be used to finance 85% of the supply for the blast furnace, coking mill and sintering facilities.

The North American subsidiaries have a credit line in the amount of US$ 650 million, equivalent to R$ 1,412,060 at March 31, 2006, falling due in October 2010, which can be drawn in U.S. dollars (at the LIBOR rate plus interest of between 2.25% and 2.75% p.a. or US Prime/FED Funds plus interest of 0.5% p.a.) or in Canadian dollars (at the Bankers Acceptance (BA) rate plus interest of between 2.35% and 2.85% p.a., or Canadian Prime plus interest of 1.00% p.a.). The distribution of this credit line among the companies is made in proportion to the working capital of each North American subsidiary. No amounts have been withdrawn against this credit line as of March 31, 2006. The inventories and accounts receivable of subsidiaries were given as guarantee for this credit line.

The subsidiary Gerdau Aza S.A. has a line of credit for working capital of Clp$ 40.9 billion (R$ 186,388 at March 31, 2006), bearing interest of 3.60% p.a., and a credit line for fixed assets of Clp$ 146 million (R$ 674 at March 31, 2006) bearing interest of 6.12% p.a. These credit lines were not being used at March 31, 2006.

 

27




NOTE 14 - DEBENTURES

 

 

 

 

Number

 

 

 

 

 

 

 

 

 

Issue Date

 

General
meeting

 

Issued

 

In portfolio

 

Maturity

 

Annual
charges

 

3/31/2006

 

12/31/2005

 

3rd - A and B

 

05.27.1982

 

144,000

 

71,018

 

01.06.2011

 

CDI

 

131,579

 

160,315

 

7th

 

07.14.1982

 

68,400

 

34,703

 

01.07.2012

 

CDI

 

67,275

 

74,959

 

8th

 

11.11.1982

 

179,964

 

31,259

 

02.05.2013

 

CDI

 

239,744

 

234,455

 

9th

 

06.10.1983

 

125,640

 

23,132

 

01.09.2014

 

CDI

 

182,458

 

158,519

 

11th - A and B

 

06.29.1990

 

150,000

 

80,135

 

0106.2020

 

CDI

 

150,818

 

158,258

 

Total Company

 

 

 

 

 

 

 

 

 

 

 

771,874

 

786,506

 

Gerdau Ameristeel Corp.

 

04.23.1997

 

125,000

 

 

30.04.2007

 

6.50

%

213,900

 

228,816

 

Aços Villares S.A.

 

09.01.2005

 

28,500

 

 

01.09.2010

 

104.5

%DI

115,690

 

 

Debentures held by consolidated subsidiaries

 

 

 

 

 

 

 

 

 

 

 

(34,130

)

(43,560

)

Total Consolidated

 

 

 

 

 

 

 

 

 

 

 

1,067,334

 

971,762

 

Consolidated short-term portion

 

 

 

 

 

 

 

 

 

 

 

1,690

 

2,719

 

Consolidated long-term portion

 

 

 

 

 

 

 

 

 

 

 

1,065,644

 

969,043

 

 

Debentures issued by Gerdau S.A.

The debentures are stated in reais, are not convertible into shares and have variable interest at a percentage of the CDI (Interbank Deposit Certificate) rate. The nominal annual interest rate was 16.51% and 18.99% on March 31, 2006 and December 31, 2005, respectively.

Debentures issued by Gerdau Ameristeel Corp.

The debentures of Gerdau Ameristeel Corporation are convertible into ordinary shares of the subsidiary at a conversion price of Cdn$ 26.25 per share, up to their maturity.

Debentures issued by Aços Villares S.A. (proportional consolidation - 40%)

The Aços Villares S.A. debentures are not convertible into shares, in the registered nominative form, were issued in a single series of the unsecured type. A total of 28,500 debentures were issued and placed on the market, with a par value of R$ 10 and totaling R$ 289,224. The debentures have a term of five years and mature on September 1, 2010. The remuneration interest, equivalent to 104.5% of the DI (Interbank Deposit) Rate, is payable quarterly starting on September 1, 2005. The principal will be paid in eight equal installments, quarterly and consecutively, with the first falling due on December 1, 2008.

The controlling shareholders of Gerdau S.A. held, directly or indirectly, R$ 527,554 of the outstanding debentures on March 31, 2006 (R$ 543,383 on December 31, 2005).

28




NOTE 15 — FINANCIAL INSTRUMENTS

a) General comments -  Gerdau S.A. and its subsidiaries enter into transactions with financial instruments whose risks are managed by means of financial positions and exposure limit controls. All instruments are fully recorded in the books of account and mainly relate to the instruments listed below:

- Financial Investments — are recorded at their redemption value as of the date of the Quarterly Information and are commented on and presented in Note 5;

- Investments - are commented on and presented in Note 10;

- Related parties — are commented on and presented in Note 20;

- Loans — are commented on and presented in Note 13;

- Debentures — are commented on and presented in Note 14; and

- Financial derivatives — In order to minimize the effects of fluctuations in foreign exchange rates on their liabilities, the subsidiaries Gerdau Açominas S.A. and Dona Francisca Energética S.A. entered into swap contracts which were converted into Brazilian reais on the contract date and linked to changes in the CDI interest rate and the General Market Price Index (IGP-M), plus additional interest. The subsidiaries Gerdau Açominas S.A and Gerdau Ameristeel Corporation also entered into swap contracts linked to LIBOR.

The swap contracts are listed below:

Consolidated

 

Contracting date

 

Purpose

 

(Thousand US$)

 

Annual charges

 

Maturity

 

04/17/2003

 

Fixed assets

 

5,263

 

IGP-M+1295% p.a.

.

5/15/2006 to 11/16/2010

 

04/17/2003

 

Fixed assets

 

5,989

 

97.00% of CDI

 

5/15/2006 to 11/18/2013

 

04/17/2003

 

Fixed assets

 

5,263

 

100.90% of CDI

 

5/15/2006 to 11/16/2010

 

10/10/2003 to 11/11/2003

 

Bank Notes

 

200,000

 

LIBOR + interest of 6.09% to 6.13

%

07/15/2011

 

01/31/2005

 

Fixed assets

 

240,000

 

5.64

%

11/30/2011

 

11/22/2005

 

Fixed assets

 

40,000

 

5.97

%

12/15/2008

 

11/22/2005

 

Fixed assets

 

43,125

 

7.05

%

08/18/2008

 

03/24/2006(*)

 

Fixed assets

 

267,000

 

5.74

%

09/14/2016

 


(*) The Company entered into an opposite swap, at the same rate and maturing on November 16, 2007, which permits the Company to address the unpredictability of the payments.

29




b) Market value — the market value of the financial instruments are as follows:

 

 

Company

 

 

 

31/03/2006

 

31/12/2005

 

 

 

Value

 

Value of

 

Value

 

Value of

 

 

 

accounting

 

market

 

accounting

 

market

 

Marketable securities

 

905.972

 

905.972

 

1.275.722

 

1.275.722

 

Debentures

 

771.874

 

771.874

 

786.506

 

786.506

 

Investments

 

9.557.081

 

9.557.081

 

8.943.730

 

8.943.730

 

Related parties (liabilities)

 

 

 

101.371

 

101.371

 

Related parties (assets)

 

268.449

 

268.449

 

 

 

Share purchase options (liabilities)

 

 

18.519

 

 

11.763

 

Treasury shares - note 22

 

37.768

 

61.855

 

60.254

 

119.696

 

Perpetual bonuses

 

1.303.440

 

1.349.060

 

1.407.190

 

1.439.531

 

 

 

 

Company

 

 

 

Consolidated

 

 

 

3/31/2006

 

12/31/2005

 

 

 

Book

 

Market

 

Book

 

Market

 

 

 

value

 

value

 

value

 

value

 

Marketable securities

 

4,311,894

 

4,311,894

 

4,279,199

 

4,279,199

 

Securitization financing

 

494,782

 

494,782

 

543,739

 

543,739

 

Import financing

 

1,135,379

 

1,135,379

 

844,318

 

844,318

 

Pre-payment financing

 

665,794

 

666,029

 

777,447

 

777,682

 

Bank notes financing

 

866,775

 

968,903

 

937,361

 

1,049,893

 

Financing of fixed assets

 

43,106

 

40,219

 

41,393

 

41,592

 

Perpetual bonuses

 

1,303,440

 

1,349,060

 

1,407,190

 

1,439,531

 

Other financing

 

2,374,868

 

2,374,868

 

2,128,220

 

2,128,220

 

Debentures

 

1,067,334

 

1,300,261

 

971,762

 

996,946

 

Investments

 

359,252

 

359,252

 

112,668

 

112,668

 

Related parties (assets)

 

2,003

 

2,003

 

 

 

Share purchase options (liabilities)

 

 

20,941

 

 

14,261

 

Operations of fixed assets swap - (assets)

 

18,695

 

18,695

 

5,462

 

5,462

 

Operations of investment swap - (liabilities)

 

45

 

45

 

374

 

374

 

 

The market values of the swap contracts of the subsidiaries in Brazil resulted from the future income projections for each contract, calculated based on the current quotations of the forward U.S. dollar plus coupon rates (assets) and CDI/IGPM future rates (liabilities) and adjusted to present value at the

30




date of the Quarterly Information using the projected future CDI/IGPM rate for each maturity. The same methodology is applied for the calculation of the market values of the swap contracts of the subsidiary Gerdau Ameristeel Corporation, using the LIBOR as the rate for the calculation.

Swap contracts related to financing contracts are classified together with the related financing, with a corresponding entry to the financial expenses account, and are stated at cost plus accrued charges up to the date of the Quarterly Information. Contracts not linked to financings have been recorded at market values in the “Judicial deposits and other” (assets) and “Other accounts payable” (liabilities) accounts.

The Company and its subsidiaries believe that the balances of the other financial instruments, which are recognized in the books of account at the contracted amounts, are substantially similar to those that would be obtained if they were negotiated in the market. However, because the markets for these instruments are not active, differences could exist if they were settled in advance.

c) Risk factors that could affect the Company’s and its subsidiaries’ business

Price risk: this risk is related to the possibility of price variations of the products that the subsidiaries sell or in the raw material prices and other inputs used in the production process. Since the subsidiaries operate in a commodities market, their sales revenues and cost of sales may be affected by the changes in the international prices of their products or materials. In order to minimize this risk, the subsidiaries constantly monitor the price variations in the local and international markets.

Interest rate risk: this risk arises as a result of the possibility of the Company and its subsidiaries having losses (or gains) due to fluctuations in interest rates relating to assets and liabilities obtained (applied) in the market. In order to minimize possible impacts resulting from interest rate fluctuations, the Company and its subsidiaries have adopted a policy of diversification, alternating between fixed rates and variable rates (such as LIBOR and the CDI) and periodically renegotiating contracts to adjust them to market.

Exchange rate risk: this risk is related to the possibility of fluctuations in foreign exchange rates affecting financial expenses (or income) and the liability (or asset) balances of contracts denominated in a foreign currency. In addition to the foreign investments which are a natural hedge, the Company and its subsidiaries use hedge instruments, usually swap contracts, as described in item “a” above, to manage the effects of these fluctuations.

Credit risk: this risk arises from the possibility of the subsidiaries not receiving amounts arising from sales or investments at financial institutions. In order to minimize this risk, the subsidiaries adopt the

31




procedure of analyzing in detail the financial and equity position of their customers, establishing credit limits and constantly monitoring balances. In relation to financial investments, the Company and its subsidiaries invest solely in institutions with low credit risk, as assessed by rating agencies. In addition, each institution has a maximum limit for investment, determined by the Credit Committee.

NOTE 16 — FINANCIAL RESULT

 

 

Company

 

Consolidated

 

 

 

31/03/2006

 

31/03/2005

 

31/03/2006

 

31/03/2005

 

Financial revenues

 

 

 

 

 

 

 

 

 

Financial investments

 

37.247

 

206

 

295.826

 

53.738

 

Interests received

 

16.527

 

2

 

19.037

 

6.792

 

Active monetary variations

 

 

 

9.245

 

462

 

Active exchange rate variations

 

 

62

 

(25.866

)

(3.291

)

Other financial income

 

 

690

 

565

 

3.178

 

Total financial income

 

53.774

 

960

 

298.808

 

60.879

 

 

 

 

 

 

 

 

 

 

 

Financial expenses

 

 

 

 

 

 

 

 

 

Interest on loans

 

(57.478

)

(30.313

)

(167.343

)

(126.308

)

Passive monetary variations

 

 

(423

)

(6.032

)

(6.812

)

Passive exchange rate variations

 

105.958

 

(354

)

296.057

 

(23.581

)

Passive exchange rate swap

 

 

 

(27.700

)

(8.752

)

Passive interest swap

 

 

 

(1.206

)

14.525

 

Other financial expenses

 

(6.206

)

(1.574

)

(18.176

)

(32.915

)

Total financial expenses

 

42.274

 

(32.664

)

75.600

 

(183.843

)

 

32




NOTE 17 — TAXES, CHARGES AND CONTRIBUTIONS

 

 

Company

 

Consolidated

 

 

 

3/31/2006

 

12/31/2005

 

3/31/2006

 

12/31/2005

 

Income Tax and Social Contribution on Net Income

 

 

 

216,114

 

108,285

 

Social charges on payroll

 

105

 

184

 

20,415

 

52,302

 

ICMS — Tax on Sales and Services

 

 

 

46,998

 

34,355

 

COFINS — Social Contribution on Revenues

 

2

 

36

 

28,717

 

19,019

 

IPI — Excise tax

 

 

 

10,847

 

21,599

 

PIS — Social Integration Program

 

 

2

 

6,240

 

4,139

 

Income Tax and Social Contribution withheld at source

 

1,331

 

1,096

 

24,119

 

7,232

 

Taxes payable in installments

 

75

 

75

 

3,090

 

4,196

 

Other

 

5

 

4

 

99,291

 

54,940

 

 

 

1,518

 

1,397

 

455,831

 

306,067

 

 

NOTE 18 — SPECIAL INSTALLMENT PAYMENT PROGRAM (PAES)

The proportionally consolidated (52%) subsidiary Dona Francisca Energética S.A. enrolled in the PAES, established by Law 10684/03, at the Federal Revenue Secretariat, to settle Corporate Income Tax (IRPJ), Social Contribution on Net Income (CSLL), Social Integration Program (PIS) and Social Contribution on Revenues (COFINS) liabilities. The balances of these tax liabilities are recorded in taxes and contributions payable, in current liabilities, and in other accounts payable, in long-term liabilities. The balances of the renegotiated taxes, which were divided into 180 installments of which 146 are not yet due, are restated by the Long-term Interest Rate (TJLP) and are as follows:

 

 

Consolidated

 

 

 

3/31/2006

 

12/31/2005

 

 

 

Principal

 

Interest

 

Total

 

Principal

 

Interest

 

Total

 

IRPJ

 

18,412

 

5,075

 

23,487

 

18,790

 

4,756

 

23,546

 

CSLL

 

6,674

 

1,840

 

8,514

 

6,812

 

1,724

 

8,536

 

PIS

 

653

 

180

 

833

 

666

 

169

 

835

 

COFINS

 

3,016

 

831

 

3,847

 

3,078

 

779

 

3,857

 

 

 

28,755

 

7,926

 

36,681

 

29,346

 

7,428

 

36,774

 

Short-term portion

 

2,363

 

651

 

3,014

 

2,363

 

599

 

2,962

 

Long-term portion

 

26,392

 

7,275

 

33,667

 

26,983

 

6,829

 

33,812

 

 

Dona Francisca Energética S.A. pays its taxes, contributions and other liabilities on their due dates, which is a basic requirement to remain eligible for the PAES program.

33




 

On July 31, 2003, the proportionally consolidated Aços Villares S.A. (40%) enrolled in PAES. The payments will be made in monthly, successive installments until July 2013, and will be subject to financial charges at the TJLP. Real estate with a book value of R$ 170,276 and machinery, equipment and installations with a book value of R$ 95,490 have been given in guarantee for the consolidated debt. At March 31, 2006, the consolidated balance was R$ 22,082, of which R$ 19,036 was long-term liability.

NOTE 19 — PROVISION FOR CONTINGENCIES

The Company and its subsidiaries are parties in labor, civil, and tax lawsuits. Based on the opinion of its legal advisors, management believes that the provision for contingencies is sufficient to cover probable and reasonably estimable losses from unfavorable court decisions, and that the final decisions will not have significant effects on the financial position of the Company at March 31, 2006.

The balances of the contingencies, net of the corresponding judicial deposits, are as follows:

I) Contingent liabilities provided

 

 

 

 

Company 

 

Consolidated

 

 

 

 

 

3/31/2006

 

12/31/2005

 

3/31/2006

 

12/31/2005

 

a) Tax contingencies

 

 

 

 

 

 

 

 

 

 

 

Tax on Sales and Services (ICMS)

 

(a.1)

 

1,099

 

1,099

 

49,597

 

44,879

 

Social Contribution

 

(a.2)

 

7,216

 

7,216

 

7,333

 

7,333

 

Corporate Income Tax

 

(a.3)

 

19,993

 

19,993

 

19,993

 

19,993

 

National Institute for Social Security (INSS)

 

(a.4)

 

12,963

 

12,963

 

31,336

 

29,924

 

Social Integration Program (PIS)

 

(a.5)

 

1,831

 

1,831

 

2,229

 

1,904

 

Cofins

 

(a.5)

 

6,363

 

6,363

 

6,910

 

6,910

 

Emergency capacity charge

 

(a.6)

 

9,302

 

9,302

 

34,105

 

33,896

 

Extraordinay tariff recomposition

 

(a.6)

 

5,349

 

5,349

 

21,407

 

19,675

 

Import Tax/IPIDrawback

 

(a.7)

 

 

 

78,760

 

76,402

 

Other tax contingencies

 

(a.8)

 

7

 

7

 

16,695

 

986

 

(-) Judicial deposits

 

(a.9)

 

(29,901

)

(29,901

)

(88,955

)

(93,848

)

 

 

 

 

34,222

 

34,222

 

179,410

 

148,054

 

b) Labor Contingencies

 

(b.1)

 

10,963

 

10,963

 

68,339

 

49,517

 

(-) Judicial deposits

 

(b.2)

 

(3,055

)

(3,055

)

(10,289

)

(10,315

)

 

 

 

 

7,908

 

7,908

 

58,050

 

39,202

 

c) Civil Contingencies

 

(c.1)

 

 

 

37,834

 

6,012

 

(-) Judicial deposits

 

(c.2)

 

 

 

(1,193

)

(1,074

)

 

 

 

 

 

 

36,641

 

4,938

 

Total liabilities provided

 

 

 

42,130

 

42,130

 

274,101

 

192,194

 

 

34




a) Tax contingencies

a.1) Lawsuits relating to value-added tax on sales and services (ICMS), the majority of which refer to credit rights, mostly under judgment by the Finance Secretariat and the Courts of First Instance of the State of Minas Gerais.

a.2) Social Contribution on Net Income. The amounts refer to challenges of the constitutionality of the contribution in 1989, 1990 and 1992. Some of these lawsuits are pending judgment, most of them in the Higher Courts.

a.3) Matters concerning Corporate Income Tax (IRPJ) in discussion at the administrative level.

a.4) Social security contributions due to the INSS, with lawsuits claiming annulment of the contributions by the Company, with judicial deposits for practically the whole amount involved. The lawsuits are in progress in the Federal Court of the First Instance in the State of Rio de Janeiro.

In the Consolidated information, the additional provision refers to lawsuits questioning the position of the INSS charging social security contributions on profit sharing payments made by the subsidiary Gerdau Açominas S.A., as well as on payments for services rendered by third parties, in which the INSS calculated charges for the last ten years and assessed the company because it understands that it is jointly liable. The assessments were maintained at the administrative level, and Gerdau Açominas S.A. filed annulment actions with judicial deposits for the corresponding amounts, based on the understanding that the right to assess part of the charge had prescribed and that there is no such liability.

a.5) Contributions to the Social Integration Program (PIS), and the Social Contribution on Revenues (COFINS) in connection with lawsuits challenging the constitutionality of Law No. 9,718, which changed the calculation basis of these contributions. These lawsuits are in progress at the Federal Supreme Court.

a.6) Emergency Capacity Charge (ECE) and Extraordinay tariff recomposition (RTE) are charges included in the electricity bills of the industrial units of the Company. According to the Company, these charges are of a tax nature and, as such, are incompatible with the National Tax System provided in the Federal Constitution. For this reason, the constitutionality of these charges is being challenged in court. The lawsuits are in progress in the Federal Justice of the First Instance of the states of Ceará, São Paulo, and Rio Grande do Sul, as well as in the Federal Regional Courts of the 1st, 2nd, 3rd, 4th and 5th Regions. The Company has fully deposited in court the amounts of the disputed charges.

35




 

a.7) The provision made in the last quarter of 2005 by the subsidiary Gerdau Açominas S.A is intended to cover amounts requested by the Federal Revenue authorities for Import Tax, Excise Tax and resulting additional charges on transactions made under a drawback granted which was subsequently annulled by the Foreign Trade Operations Department (DECEX). The company does not agree with the administrative decision that annulled the grant and defends the legality of the transactions made. The appeal is currently pending judgment in the Superior Court of Justice (STJ).

a.8) The provision was constituted considering the evaluation by legal advisors and management for those processes for which the probability of loss was considered probable, and is considered to be sufficient to cover the expected amount of the losses.

a.9) The judicial deposits relate to amounts deposited and maintained in court until the resolution of the related litigation. The balances of these credits are classified as a reduction of the provision for tax contingencies.

b) Labor Contingencies

b.1) The Company and its subsidiaries are also parties to labor claims. None of these claims involve significant amounts and the lawsuits mainly involve overtime pay, compensation for health and danger hazards, among others.

b.2) The judicial deposits are amounts deposited and withheld in court until the resolution of the related legal matters. The balances of these deposits are classified as a reduction of the provision for labor contingencies recorded in the books.

c) Civil Contingencies

c.1) Certain subsidiaries of the Company are also a party in civil proceedings arising in the normal course of their operations. Some of these claims arise from work accidents.

c.2) The judicial deposits are classified as a reduction of the provision for civil contingencies.

II) Contingent liabilities for which a provision was not recorded

a) Tax contingencies

a.1) The Company is a defendant in assessments filed by the state of Minas Gerais demanding ICMS tax payments arising mainly from the sales of products to commercial exporters. The restated amount

36




of the lawsuit totals R$ 32,813. The Company has not made any provision in relation to these claims because it considers that this tax is not payable as products for export are exempted from ICMS.

a.2) The Company and the subsidiary Gerdau Açominas S.A. are defendants in assessments filed by the state of Minas Gerais which has demanded ICMS tax payments on the export of semi-finished manufactured products.

The subsidiary Gerdau Açominas S.A. has also filed a lawsuit for the annulment of an action of the same nature. The total amount demanded is R$ 277,067. The companies have not recorded any provision for contingency in relation to these claims since they consider that ICMS is not payable because the products cannot be considered to be semi-finished manufactured products as defined by the Federal complementary law.

a.3) On December 6, 2000, the Company enrolled in the Tax Recovery (REFIS) Program to pay the Social Integration Program (PIS) and the Social Contribution on Revenues (COFINS) contributions in installments. The constitutionality of the use of credits of R$ 40,118 acquired by the Company from third parties to settle interest and penalties on the contributions is being challenged in court. This occurred because the Federal Revenue authorities understand that tax credits must first be used to offset the assignor’s own debts, only transferring the excess to the assignee. This understanding, based solely on a REFIS Management Committee Resolution, edited subsequent to the Company’s enrollment in the Program, does not have a legal basis. In fact, the law which established the Program authorized, with no conditions, the purchase of third party tax credits for offset against own liabilities.

b) Civil Contingencies

b.1) Antitrust lawsuit involving Gerdau S.A. brought by two civil construction unions in the state of  São Paulo, alleging that Gerdau S.A. and other long steel producers in Brazil share customers amongst them, violating the antitrust legislation. After investigations carried out by the National Secretariat of Economic Law (SDE) and based on public hearings, the SDE is of the opinion that a cartel exists. This conclusion was also supported by an earlier opinion by the Secretariat for Economic Monitoring (SEAE). The lawsuit was therefore forwarded to the Administrative Council for Economic Defense (CADE) for judgment.

However, the course of this lawsuit was suspended from May 2004 to August 16, 2005 due to a legal protection granted as a result of a new lawsuit brought by Gerdau S.A. with the purpose of annulling the administrative proceeding based on formal irregularities noted in its content. The annulment of the legal protection by the Federal Regional Court occurred as a result of appeals brought by CADE and the Federal Government.

37




 

Despite the request by Gerdau S.A. for the submission of evidence regarding the negative economic impact of the cartel, CADE judged the merits of the administrative proceedings on September 23, 2005 and, by a majority of votes, fined the Company and other long steel producers in an amount equivalent to 7% of gross revenues in the year before the Administrative Proceeding commenced, excluding taxes, for formation of a cartel. A request for amendment of judgment was made regarding this decision, which is still pending judgment.

It should be emphasized that, despite the CADE decision, the legal action brought by Gerdau S.A. follows its normal course and, at present, awaits judgment in the lower court. In the event the processual irregularities alleged by Gerdau are recognized by the court, the CADE decision may be annulled.

Just prior to the CADE decision, the Federal Public Ministry of the state of Minas Gerais issued a judgment in a Public Civil Action, based on the above mentioned SDE decision, and, without mentioning any new elements, alleged that the Company was involved in activities which contravened the antitrust legislation. Gerdau S.A. contested this allegation on July 22, 2005.

The Company denies having engaged in any type of anti-competitive conduct and believes, based on information available, including the opinion of its legal advisors, that the administrative process includes many irregularities, some of which are impossible to resolve. In relation to the merit of the process, Gerdau is certain that it did not practice the alleged conduct and, in this regard, its convictions are supported by renowned experts and the Company, consequently, believes in a reversion of this unfavorable outcome.

b.2) A civil lawsuit has been filed against Gerdau Açominas S.A. regarding the termination of a contract for the supply of slag and claiming indemnities for losses and damages. On March 31, 2006, the lawsuit amounted to approximately R$ 48,327. Gerdau Açominas S.A. contested all the bases for the lawsuit and filed a counterclaim for termination of the contract and indemnity for breach of contract. The judge declared the contract to be terminated, since this demand was common to both parties. With regards to the remaining discussion, the judge understood that both parties were at fault and judged the requests for indemnity to be unfounded. This decision was maintained by the Court of Civil Appeals of the State of Minas Gerais (TAMG), and the court decision is based on expert evidence and interpretation of the contract.

As regards the contract termination and the fact that the indemnity claimed by the supplier is not payable, the Court of Civil Appeals of the state of Minas Gerais confirmed the termination of the contract and granted the appeal by Gerdau Açominas to charge the supplier for the costs of removal of the slag, maintaining that the latter’s claim has no merit.

38




A Special Appeal was initially brought against TAMG’s decision, but its continuation was denied, and a Bill of Review was filed in which the Superior Court of Justice (STJ) determined that TAMG should complement the judgment challenged, which occurred in 2005. In this judgment, the previous decision was maintained and a new Special Appeal was filed, which was also denied. A new Bill of Review was filed, which was denied by the STJ in a decision published on October 18, 2005. Gerdau Açominas has not been notified of any subsequent appeal.

The Company believes that any loss is remote since it is of the opinion that any change in judgment is unlikely, as the judgment was based on the analysis of evidence and interpretation of the contract, which practically precludes the chances of success of the appeals by the supplier, which has been confirmed by the successive judgments against the supplier.

b.3) A civil lawsuit has been filed by Sul América Cia. Nacional de Seguros against Gerdau Açominas S.A. and Westdeustsche Landesbank Girozentrale, New York Branch (WestLB), for the payment of R$ 34,383 to settle an indemnity claim, which has been deposited in court.

The insurance company pleads doubt in relation to whom payment should be made and alleges that the Company is resisting receiving the payment and settling the matter. The lawsuit was contested both by the Bank (which claims having no right over the amount deposited and thus resolves the doubt raised by Sul América) and by the Company (which claims that there is no such doubt and that there is no justification to refuse payment since the amount owed by Sul América is higher than the amount involved in the lawsuit). Subsequently, Sul América claimed that there were flaws in the Bank’s representation, a matter that has already been settled, and the judicial deposit was withdrawn in December 2004. The lawsuit should enter the expert evidence phase for calculation of the amount due.

Based on the opinion of its legal advisors, the subsidiary expects a loss to be remote and that the sentence will declare the amount payable within the amount stated in the plea. Also, Gerdau Açominas S.A. filed, prior to this lawsuit, a lawsuit for the payment of the amount recognized by the insurance companies. The lawsuits are pending. The subsidiary expects a favorable outcome in this lawsuit.

The civil lawsuits arise from an accident on March 23, 2002 with the blast furnace regenerators of the Ouro Branco unit, which resulted in the stoppage of several activities, with material damages to the steel mill equipment and loss of profits. The equipment, as well as the loss of profits arising from the accident, was covered by an insurance policy. The report on the event, as well as the loss claim, was filed with IRB — Brasil Resseguros (Brazilian Reinsurance Institute), and an advance payment of R$ 62,000 was received in 2002.

 

39




 

In 2002, a preliminary and conservative estimate of indemnities related to the coverage of loss of profits and material damages, in the total amount of approximately R$ 110,000, was recorded, based on the amount of fixed costs incurred during the period of partial stoppage of the steel mill activities and the immediate expenses to be incurred to temporarily recover the equipment. This estimate approximates the advance amount received (R$ 62,000) plus the amount proposed by the insurance company as a complement to settle the indemnity (R$ 34,383). Subsequently, new amounts were added to the dispute as stated in the subsidiary’s plea, although not yet recorded. In addition to these amounts, the subsidiary also incurred other costs for the recovery of the damage resulting from the accident, as well as other related losses that were listed in its challenge to the lawsuit in progress and which will be confirmed during the discovery phase, when they will be recorded.

Based on the opinion of its legal advisors, the Company considers that losses from other contingencies that may affect the results of operations or the Company’s consolidated financial position are remote.

III) Contingent gains not recorded

a) Tax contingencies

a.1) The Company believes that the realization of certain contingent gains is possible. Among them is a court-order debt security issued in 1999 in the amount of R$ 26,580, arising from an ordinary lawsuit against the state of Rio de Janeiro for non-compliance with the Loan Agreement for Periodic Execution in Cash under the Special Industrial Development Program (PRODI). Due to the default by the state of Rio de Janeiro and the non-regulation of Constitutional Amendment 30/00 (which granted the government a ten-year moratorium for payment of securities issued to cover court-order debts not related to food), the realization of this credit is not expected in 2006 and the following years. For this reason, this gain is not recorded in the financial statements.

a.2) Also, the Company and its subsidiaries Gerdau S.A., Gerdau Açominas S.A. and Margusa - Maranhão Gusa S.A. expect to recover IPI premium credits. Gerdau S.A. and the subsidiary Margusa Maranhão Gusa S.A. have filed administrative appeals for recovery, which are pending judgment. With regards to the subsidiary Gerdau Açominas S.A., the proceedings were judged unfavorably. Currently, the process awaits judgment of the appeal filed by the subsidiary. The Company estimates the credits at R$ 394,002 (Consolidated). However, no accounting recognition has been made thereof because of uncertainty as to their realization.

40




 

IV) Assets previously considered contingent and recorded during the quarter

In February 2006, unappealable decisions were made recognizing that, in processes of certain subsidiaries, PIS and COFINS are not attributable to the revenues in excess of those deriving from invoicings. These decisions followed the ruling of the Superior Federal Court, which declared the unconstitutionality of § 1 of Art. 3 of Law 9718/98. Because these companies paid contributions on increased bases, they recognized credits in the amount of R$ 55,702 this quarter. The process for the Company itself has yet to be decided.

NOTE 20 — RELATED PARTIES

a) Analysis of loan balances

 

 

Company

 

Consolidated

 

 

 

3/31/2006

 

12/31/2005

 

3/31/2006

 

12/31/2005

 

Fundação Gerdau

 

 

 

1,767

 

294

 

Florestal Rio Largo S.A.

 

 

 

63

 

(119

)

Metalúrgica Gerdau S.A.

 

 

 

177

 

137

 

GTL Financial Corp.

 

(92,682

)

(101,144

)

 

 

Santa Felicidade Ltda.

 

 

 

 

(6

)

Gerdau Aços Longos S.A.

 

(3,368

)

(227

)

 

 

Gerdau Aços Especiais S.A.

 

364,499

 

 

 

 

Other

 

 

 

(4

)

(4

)

 

 

268,449

 

(101,371

)

2,003

 

302

 

Net financial income

 

17,892

 

9,625

 

5,269

 

27,874

 

 

b) Commercial transactions

 

 

Company – 3/31/2006

 

Company – 12/31/2005

 

 

 

Income

 

Accounts

 

Income

 

Accounts

 

 

 

(expenses)

 

receivable

 

(expenses)

 

receivable

 

Banco Gerdau S.A.

 

94

 

2,430

 

373

 

2,336

 

Indac - Ind. Adm. e Comércio S.A. (*)

 

(1,538

)

 

(6,145

)

 

Grupo Gerdau Empreend. Ltda. (**)

 

 

 

(600

)

 


(*) Guarantee payments for financing endorsements.

(**) Payment of royalties for using the Gerdau brand.

41




 

c) Guarantees granted — the Company is the guarantor for financing contracts of the subsidiaries Gerdau Açominas S.A., Gerdau Aços Longos S.A. and Gerdau Aços Especiais S.A. in the amounts of R$ 906,836, R$ 14,453 and R$ 9,985, respectively. Gerdau S.A. has tranted loan guarantees to GTL Spain totaling R$ 43,515. The Company is the guarantor of the jointly-owned subsidiary Dona Francisca S.A. for financing contracts of R$ 90,532, with its guarantee corresponding to its participation of 51,82% of the amount. The Company is also the guarantor for the Euro Commercial Paper operation of the subsidiary GTL Trade Finance Inc., in the amount of US$ 200 million, equivalent to R$ 434,480 at March 31, 2006. The Company is also the guarantor for securitization operations of the subsidiary Gerdau Açominas Overseas Ltda., in the amount of US$ 224,140, equivalent to R$ 486,921 at March 31, 2006. The subsidiaries Gerdau Açominas S.A. and Gerdau Comercial de Aços S.A. are  the guarantors of the vendor financing loan agreement of the associated company Banco Gerdau S.A., in the amounts of R$ 20,951 and R$ 13,753, respectively.

d) Royalties — The subsidiaries Gerdau Açominas S.A., Gerdau Aços Longos S.A., Gerdau Aços Especiais S.A. and Gerdau Comercial de Aços S.A. provisioned royalties for the use of the Gerdau brand for the associated company Grupo Gerdau Empreendimentos Ltda in the amounts of R$ 4,857, R$ 8,572, R$ 1,358 and R$ 1,389, respectively.

NOTE 21 — POST-EMPLOYMENT BENEFITS

Considering all the benefits granted to employees by the Company and its subsidiaries, the assets and liabilities at March 31, 2006 are as follows:

 

 

Consolidated

 

 

 

3/31/2006

 

12/31/2005

 

Actuarial liabilites for pension plan – defined benefit

 

177,513

 

135,695

 

Actuarial liabilities for post-employment health plan

 

112,538

 

119,687

 

Liabilites for retirement benefits and discharge

 

9,435

 

8,396

 

Total liabilities

 

299,486

 

263,778

 

 

a)             Pension plan — defined benefit

The Company and other Group subsidiaries in Brazil are the co-sponsors of defined benefit pension plans that cover substantially all employees in Brazil (“Açominas Plan” and “Gerdau Plan”).

The Açominas Plan is managed by Fundação Açominas de Seguridade Social — Aços, a closed supplementary pension entity, and is intended to complement the social security benefits of employees and retired employees of the Ouro Branco unit of Gerdau Açominas S.A. The assets of

42




 

the Açominas Plan mainly comprise investments in bank deposit certificates, federal public securities, marketable securities and properties.

The Gerdau Plan is managed by Gerdau - Sociedade de Previdência Privada, a closed supplementary pension entity, and is intended to complement the social security benefits of employees and retired employees of the Company at the other units of Gerdau Açominas S.A. and other subsidiaries in Brazil. The assets of the Gerdau Plan comprise investments in bank deposit certificates, federal public securities and marketable securities.

Also, the Canadian and American subsidiaries sponsor defined benefit plans (Canadian Plan and American Plan) that cover substantially all of their employees.

The Canadian and American plans are managed by CIBC Mellon and Wells Fargo, respectively, to complement the social security benefits of employees of Gerdau Ameristeel Corporation and its subsidiaries. The assets of the plans mainly comprise marketable securities.

The current expense of the defined benefit pension plans is as follows:

 

 

Company

 

Consolidated

 

 

 

3/31/2006

 

3/31/2005

 

3/31/2006

 

3/31/2005

 

Cost of current service

 

76

 

39

 

16,467

 

13,505

 

Interest cost

 

1,390

 

113

 

35,058

 

34,095

 

Expected return on plan assets

 

(4,304

)

(197

)

(52,275

)

(45,072

)

Amortization of past service costs

 

(962

)

4

 

(807

)

199

 

Amortization of unrecognized transitory obligation

 

 

 

102

 

117

 

Amortization of (gain) loss

 

45

 

(26

)

1,957

 

255

 

Expected contribution from employees

 

 

 

(1,552

)

(1,312

)

Pension plan cost (benefit), net

 

(3,755

)

(67

)

(1,050

)

1,787

 

 

b)             Pension plan — defined contribution

The Company and its subsidiaries in Brazil are also the co-sponsors of a defined contribution pension plan administered by Gerdau — Sociedade de Previdência Privada. Contributions are based on a percentage of the compensation of the employees.

The foreign subsidiary Gerdau AmeriSteel US Inc. has a defined contribution plan, the contributions to which are equivalent to 50% of the amount paid by the participants, limited to 4% of salary. The other companies do not have this type of pension plan.

The proportionally consolidated Aços Villares S.A. (40%) is the sponsor of a supplementary pension plan for its employees and managers, in the Free Benefits Generation Program (PGBL) model, managed by Bradesco Vida e Previdência S.A. PGBL is a defined contribution pension plan that

43




 

allows the individual to accumulate financial resources during his or her professional career through the contributions of participating employees and the sponsor.

The contributions of each participant corresponds to approximately 7% of his/her respective salary, and the sponsor contributions are calculated based on the application of variable percentages ranging from 50%-200% of the participant contribution, based on the respective age group.

c)             Other post-employment benefits

The Company estimates that the amount payable to executives upon their retirement or discharge totals R$ 9,435 (Consolidated) at March 31, 2006 (R$ 8,396 at December 31, 2005 — Consolidated).

The Canadian and American Plans include, in addition to pension benefits, specific health benefits for employees who retire after a certain age and with a certain number of years of service. The Gerdau Ameristeel Corporation and its subsidiaries have the right to change or eliminate these benefits, and the contributions are based on actuarially calculated amounts.

The composition of the net periodic cost for the post-employment health benefits is as follows:

 

 

Consolidated

 

 

 

2006

 

2005

 

Cost of service

 

789

 

675

 

Interest cost

 

1,486

 

1,588

 

Amortization of past service cost

 

(178

)

(154

)

Amortization of (gain) loss

 

54

 

20

 

Net expense with post-employment health

 

2,151

 

2,129

 

 

NOTE 22 -  SHAREHOLDERS’ EQUITY

a) Capital stock — the authorized capital stock at March 31, 2006 totaled 400,000,000 ordinary shares (400,000,000 at December 31, 2005) and 800,000,000 preferred shares (800,000,000 at December 31, 2005), all with no par value, in accordance with the amendment approved at the Extraordinary General Meeting of shareholders held on December 30, 2005.

At March 31, 2006, 154,404,672 common shares (154,404,672 at December 31, 2005) and 290,657,361 preferred shares (290,657,361 at December 31, 2005) were subscribed and paid up, totaling a paid up capital of R$ 5,206,969 (R$ 5,206,969 at December 31, 2005). Preferred shares do not have voting rights and cannot be redeemed, but have the same rights as common shares in terms of profit sharing.

44




 

d) Treasury stock — at March 31, 2006 the Company had 1,909,104 preferred shares (3,045,695 at December 31, 2005) held in treasury, totaling R$ 37,768 (R$ 60,254 at December 31, 2005), of which 1,168,904 shares related to the share repurchase program announced on November 17, 2003, and 740,200 shares to the share repurchase program announced on May 30, 2005. The average cost of these shares is R$ 19.78, the lowest purchase price being R$ 14.36 and the highest R$ 25.21. These shares will be held in treasury for subsequent cancellation or to meet the Company’s “Long-term Incentive Program”. During the first quarter of 2006, the Group sold 1,136,591 shares with gains and losses recorded in a capital reserve and a reserve for investments and working capital, respectively.

NOTE 23 — PROFIT SHARING

a) The management profit sharing is limited to 10% of net income for the year, after income tax and management fees, as stated in the Company’s by-laws;

b) The employees’ profit sharing is linked to the attainment of operating goals and was charged to cost of production and general and administrative expenses, as applicable.

NOTE 24 — LONG-TERM INCENTIVE PLANS

I) Gerdau S.A.

The Extraordinary General Meeting of shareholders held on April 30, 2003 decided, based on a previously agreed plan and within the limit of the authorized capital, to grant options for the purchase of preferred shares to management, employees or persons who render services to the Company or its subsidiaries, and approved the formation of the Long-Term Incentive Program that represents a new form of compensation for the strategic executives of the Company. The options should be exercised in a maximum of five years after the grace period.

45




 

a) Summary of changes in the plan:

Year of
grant

 

 

 

Price of 
year — R$

 

Grace
period

 

Initial
balance on 
12/31/2005

 

Granted in the
quarter

 

Exercised
in the
quarter

 

Final balance on
3/31/2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2003

 

7.96

 

3 years

 

1,169,124

 

 

 

(1,126,665

)

42,459

 

2003

 

7.96

 

5 years

 

815,472

 

 

 

 

815,472

 

2004

 

20.33

 

3 years

 

7,289

 

 

 

 

7,289

 

2004

 

20.33

 

5 years

 

482,263

 

 

 

 

482,263

 

2005

 

31.75

 

3 years

 

310,885

 

 

 

 

310,885

 

2005

 

31.75

 

5 years

 

424,404

 

 

 

 

424,404

 

2006

 

38.58

 

5 years

 

 

 

646,310

 

 

 

646,310

 

Total

 

 

 

 

 

3,209,437

 

646,310

 

(1,126,665

)

2,729,082

 

 

As mentioned in Note 22b, the Company had a total of 1,909,104 preferred shares in treasury at March 31, 2006. These shares may be used for this plan.

b) Plan status on March 31, 2006:

 

 

Grant

 

 

 

 

 

2003

 

2004

 

2005

 

2006

 

Average

 

Total share purchase options granted

 

857,931

 

489,552

 

735,289

 

646,310

 

 

 

Price of year - R$(adjusted by bonuses)

 

7.96

 

20.33

 

31.75

 

38.58

 

23.84

 

Fair value of options at date of grant - R$per option (*)

 

2.48

 

5.77

 

5.31

 

14.95

 

6.79

 

Average term of option on the granting date (years)

 

3.8

 

4.9

 

3.9

 

5.0

 

4.31

 


(*) Calculated considering the model of Black-Scholes.

 

The percentage of dilution of interest that the current shareholders may experience if all options are exercised is approximately 0.5%.

II) Gerdau Ameristeel Corporation — (“Gerdau Ameristeel”)

Gerdau Ameristeel Corporation and its subsidiaries have stock compensation plans for their employees, as follows:

a) Former Co-Steel Plan

According to the terms of the Co-Steel Plan, the Stock-Based Option Plan, the company was authorized to grant purchase options to employees and directors up to the limit of 3,041,335 common shares. The exercise price was based on the closing price of the common shares in the market on

46




 

the day prior to the issue of the option. The options have a maximum term of ten years and are granted during various periods, as determined by the administrator of the plan at the date of the grant, up to April 13, 2008.

b) Gerdau AmeriSteel US Inc. (“AmeriSteel”) Plans — (“AmeriSteel”)

According to the terms of the Transaction Agreement relating to the acquisition of Co-Steel, the minority shareholders of AmeriSteel exchanged their shares and stock options for shares and stock options of Gerdau Ameristeel at the ratio of 9.4617 shares and stock options for each share or stock option of AmeriSteel. This exchange occurred on March 31, 2003.

b.1) AmeriSteel Plan

AmeriSteel has a long-term incentive plan for the executive officers (the “AmeriSteel Plan) to ensure that the interests of the AmeriSteel senior management are in line with those of the AmeriSteel shareholders. The awards are determined by a formula based on the return on employed capital of AmeriSteel in a given year of the plan. The awards are granted and paid over a period of four years. The participants may choose payment in cash or in shares of AmeriSteel and Gerdau, and, if chosen, a premium of 25% is granted.

b.2) 2004 Stakeholder Plan

For the year ending December 31, 2004, the Gerdau Ameristeel Human Resources Committee established the long-term incentive plan of 2004 (the “2004 Stakeholder Plan”) based on the AmeriSteel Plan. The 2004 Stakeholder Plan was designed to award the executive officers with a share in the profits of Gerdau Ameristeel. The awards earned are granted and paid over a period of four years, based on the closing price of the Gerdau Ameristeel Shares in the New York Stock Exchange. A total award of approximately US$ 14,000 thousand (equivalent to R$ 37,161) was calculated at December 31, 2004 and was granted on March 1, 2005. This award is being provided for in accordance with the payment term established in the plan.

b.3) 2005 Stakeholder plan

For the year beginning January 1, 2005, the Human Resources Committee established the 2005 long-term incentive plan (the “2005 Stakeholder Plan). The 2005 Stakeholder Plan was established to award employees with bonuses based on attaining goals related to the return of capital invested. The bonuses will be granted at the end of the year in cash and/or options. The payment of the cash

47




 

portion option will be made in the form of shares (phantom stock). The number of shares will be determined by the market price of the common share on the date of grant, based on the average negotiation price on the New York Stock Exchange. The shares will be paid in April of each year, at the rate of 25%, over a period of four years. The number of options granted to the participants is determined by dividing the portion of the bonus not paid in cash by the market value of the common share on the date of grant and indexed by a factor determined by the option value on the same date (the option value is determined by the Committee based on the Black Scholes model or other method). The options may be exercised at the rate of 25% p.a. during four years from the date of grant and prescribe after ten years. The maximum number of options that will be granted based on this plan is 6,000,000.

b.4) SAR Plan

In July 1999, the Board of Directors of AmeriSteel approved the SAR/Shares Purchase Plan (SAR Plan) available to basically all employees. The SAR Plan authorized the sale of 946,170 common shares to the employees during three offer periods, from July to September in 1999, 2002 and 2005. The employees who purchase the shares are rewarded with stock appreciation rights (SARs) equal to four times the number of shares purchased. SARs at market value were granted at the date of grant, determined on the basis of an independent appraisal at the end of the prior year. SARs can be exercised at 25% annually as from the date of grant, and may be exercised in up to ten years from the date of grant.

In July 2002, the Board of Directors of AmeriSteel approved the issue of new purchase options under the SAR Plan, which were granted to the executive directors, with the exercise price determined by the fair value at the date of grant. A total of 6,244,722 SARs were authorized and issued. One-third of all awarded options and common shares are vested two years as from the date of grant, and one-third after each subsequent two-year period.  The options may be exercised in up to ten years after the date of grant.

b.5) Equity ownership

In September 1996, the Board of Directors of AmeriSteel approved the Equity Ownership Plan of AmeriSteel Corporation (the “Equity Ownership” Plan), which grants common shares, purchase options for common shares and SARs. The maximum number of shares that may be issued under this plan is 4,152,286. AmeriSteel granted 4,667,930 incentive stock options and 492,955 common shares under the Equity Ownership Plan up to December 31, 2004. One-third of all options and common shares issued become vested two years from the date of the grant, and one-third after each

48




 

subsequent two-year period. All grants were carried out at the market value of the common shares at the date of grant, determined on the basis of an independent appraisal at the end of the prior year. The options may be exercised over ten years as from the date of the grant.

b.6) Purchase plan

In May 1995, the Board of Directors of AmeriSteel approved an option/purchase plan (the “Purchase Plan”), available to essentially all employees. The employees who purchased shares were rewarded with options for six times the number of shares purchased. A total of 356,602 shares were sold under the Purchase Plan at a purchase price of US$ 1.12 per share. The options were granted at market value at the date of the grant, determined on the basis of an independent appraisal at the end of the prior year. A total of 2,139,612 options were granted under the Purchase Plan. No options are available for future grant. All options granted can already be exercised, which may occur over ten years as from the date of the grant.

The effect on net income for the year and shareholders’ equity would have been as follows had the expenses for the option plans of Gerdau S.A. and Gerdau Ameristeel Corporation been recorded:

 

 

Company

 

Consolidated

 

 

 

Net income

 

Shareholders' equity

 

Net income (**)

 

Shareholders' equity

 

Balances per financial statements (*)

 

680,015

 

8,731,467

 

832,456

 

8,731,467

 

Expense (*)

 

(1,338

)

(7,117

)

(1,338

)

(12,378

)

Proforma balances

 

678,677

 

8,724,350

 

831,118

 

8,719,089

 


 

(*) Calculated considering the fair value method (Black-Scholes model).

(**) The calculated net income includes the portion of the minority shareholders.

NOTE 25 — OTHER OPERATING INCOME

Other operating income (Consolidated) comprises mainly the amount of R$ 55,702 recorded following the favorable outcome of the litigation for incorrect payment of PIS (Social Integration Program) and Social Contribution on Revenues (COFINS), as detailed in Note 19.IV.

49




 

NOTE 26 — CALCULATION OF EBITDA

 

 

 

 

 

Consolidated

 

 

 

3/31/2006

 

3/31/2005

 

Gross profit

 

1,478,674

 

1,612,065

 

Selling expenses

 

(124,787

)

(117,343

)

General and administrative expenses

 

(436,957

)

(292,629

)

Depreciation and amortization

 

252,223

 

212,924

 

EBITDA

 

 

 

 

 

 

 

1,169,153

 

1,415,017

 

 

NOTE 27 — INFORMATION BY GEOGRAPHICAL AREA AND BUSINESS SEGMENT

Information by geographic area:

 

 

 

Geographic Area

 

 

 

Brazil 

 

South America (*)

 

North America

 

Europe

 

Consolidated

 

 

 

3/31/2006

 

3/31/2005

 

3/31/2006

 

3/31/2005

 

3/31/2006

 

3/31/2005

 

3/31/2006

 

3/31/2006

 

3/31/2005

 

Net sales revenue

 

2,478,688

 

2,664,689

 

477,066

 

282,617

 

2,458,966

 

2,884,599

 

199,268

 

5,613,988

 

5,831,905

 

Cost of sales

 

(1,623,988

)

(1,584,770

)

(352,633

)

(199,332

)

(2,000,620

)

(2,435,738

)

(158,073

)

(4,135,314

)

(4,219,840

)

Gross profit

 

854,700

 

1,079,919

 

124,433

 

83,285

 

458,346

 

448,861

 

41,195

 

1,478,674

 

1,612,065

 

Sales expenses

 

(108,695

)

(106,407

)

(13,806

)

(1,374

)

(1,938

)

(9,562

)

(347

)

(124,787

)

(117,343

)

General and administrative expenses

 

(255,233

)

(170,282

)

(24,529

)

(18,151

)

(143,410

)

(104,196

)

(13,785

)

(436,957

)

(292,629

)

Net financial income

 

403,616

 

(90,286

)

(768

)

(3,441

)

(25,950

)

(29,237

)

(2,490

)

374,408

 

(122,964

)

Operating profit

 

762,013

 

804,440

 

82,304

 

57,732

 

285,828

 

306,991

 

24,511

 

1,154,656

 

1,169,163

 

Accumulated net income (**)

 

557,005

 

554,794

 

63,106

 

46,473

 

195,382

 

209,230

 

16,963

 

832,456

 

810,497

 

EBITDA (***)

 

645,692

 

933,788

 

108,012

 

71,281

 

381,967

 

409,948

 

33,482

 

1,169,153

 

1,415,017

 

 


( * ) Does not include operations in Brazil.

(**) Net profit in the period before minority shareholders' interest

(***) Profit before financial expenses, income tax and social contribution, and depreciation and amortization, as mentioned in Note 26.

 

The segments shown below correspond to the business units through which the Gerdau Executive Committee manages its operations: Aços Longos Brasil, Açominas (corresponding to the operations of the plants located in Ouro Branco, Minas Gerais), Specialty Steel, South America (excluding Brazilian operations) and North America (Gerdau Ameristeel):

 

50




 

 

 

Business Segments

 

 

 

Longos Brasil

 

Açominas Ouro Branco

 

Specialty Steel

 

South America (*)

 

North America

 

Consolidated

 

 

 

31/03/2006

 

31/03/2005

 

31/03/2006

 

31/03/2005

 

31/03/2006

 

31/03/2005

 

31/03/2006

 

31/03/2005

 

31/03/2006

 

31/03/2005

 

31/03/2006

 

31/03/2005

 

Net Sales Revenue 

 

1,341,389

 

1,747,365

 

748,748

 

644,018

 

587,819

 

273,306

 

477,066

 

282,617

 

2,458,966

 

2,884,599

 

5,613,988

 

5,831,905

 

Identifiable assets (**)

 

3,951,847

 

3,953,664

 

3,797,849

 

3,611,452

 

1,399,976

 

525,554

 

1,242,887

 

782,076

 

4,960,767

 

6,170,562

 

15,353,326

 

15,043,308

 

Capital expenditure 

 

198,595

 

177,838

 

165,747

 

85,422

 

437,402

 

33,938

 

35,911

 

6,684

 

96,343

 

84,204

 

933,998

 

388,086

 

Depreciation / amortization

 

64,342

 

60,006

 

73,668

 

63,309

 

23,330

 

7,244

 

21,914

 

7,521

 

68,969

 

74,845

 

252,223

 

212,924

 


(*)                Does not include operations in Brazil.

(**)           Identifiable assets: Accounts receivable, inventories and fixed assets

NOTE 28 - SUPPLEMENTARY INFORMATION — CASH FLOWS

In order to permit additional analyses, the statement of cash flows, prepared using the indirect method, is being presented as supplementary information.

51




 

 

 

Company

 

Consolidated

 

 

 

3/31/2006

 

3/31/2005

 

3/31/2006

 

3/31/2005

 

NET INCOME FOR THE YEAR

 

680,015

 

694,814

 

832,456

 

810,497

 

Equity in the (earnings) losses of subsidiary and associated companies 

 

(620,109

)

(681,487

)

197,228

 

(22,454

)

Provision for credit risks

 

 

 

7,859

 

(6,608

)

Gain (loss) on disposal of fixed assets

 

 

 

(11,479

)

(42

)

Gain (loss) on disposal/merger of investments

 

 

 

(144

)

 

Monetary and exchange rate variations

 

(105,958

)

777

 

(237,210

)

38,225

 

Depreciation and amortization

 

 

 

252,223

 

212,924

 

Income tax and social contribution on net income

 

30,492

 

3,429

 

103,734

 

135,917

 

Interest on loans

 

44,478

 

30,311

 

156,375

 

111,301

 

Contingencies/ judicial deposits

 

9,919

 

 

22,450

 

517

 

Changes in trade accounts receivable

 

 

 

(334,439

)

26,622

 

Changes in inventories

 

 

 

 

312,266

 

(61,884

)

Changes in suppliers

 

(220

)

539

 

(61,719

)

(101,202

)

Changes in operating activity accounts

 

(2,175

)

(50,313

)

(59,715

)

61,589

 

Net cash provided by (used in) operating activities

 

36,442

 

(1,930

)

1,179,885

 

1,205,402

 

Purchase/disposal of fixed assets

 

(370

)

 

(498,032

)

(394,144

)

Increase in deferred charges

 

 

 

(3,343

)

137

 

Acquisition/disposal of investments

 

 

 

(435,966

)

(269

)

Receipt of interest on own capital/profit distribution

 

194,787

 

283,683

 

 

 

Net cash provided by (used in) investing activities

 

194,417

 

283,683

 

(937,341

)

(394,276

)

Suppliers of fixed assets

 

 

 

(5,616

)

(31,136

)

Debentures

 

(45,633

)

13,285

 

(40,046

)

13,285

 

Receipt of financing for permanent assets

 

 

 

 

1,081,497

 

287,360

 

Amortization of financing for permanent assets

 

 

 

 

(771,598

)

(374,615

)

Payment of loan interest

 

(28,129

)

 

(130,665

)

(107,211

)

Loans with associated companies

 

(350,390

)

(27,740

)

2,381

 

3,190

 

Capital increase/treasury shares

 

9,266

 

 

17,489

 

2,661

 

Payment of dividends/interest and profit sharing

 

(185,922

)

(279,920

)

(382,143

)

(333,419

)

Net cash provided by (used in) financing activities

 

(600,808

)

(294,375

)

(228,701

)

(539,885

)

Increase (decrease) in cash and cash equivalents

 

(369,949

)

(12,622

)

13,843

 

271,241

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

At the beginning of the period

 

1,275,965

 

15,709

 

5,464,694

 

2,041,968

 

Changes in cash and cash equivalents

 

 

 

(165,592

)

6,374

 

Opening balance of companies consolidated in the period

 

 

 

167,083

 

6,703

 

At the end of the period

 

906,016

 

3,087

 

5,480,028

 

2,326,286

 

Analysis of final cash and cash equivalents

 

 

 

 

 

 

 

 

 

Financial investments

 

905,972

 

2,626

 

4,252,446

 

2,034,030

 

Cash

 

44

 

461

 

1,227,582

 

292,256

 

 

52




NOTE 29 - SUBSEQUENT EVENTS

(a) On April 5, 2006, Gerdau Ameristeel Corporation signed an agreement for the purchase of all of the shares of Sheffield Steel Corporation, located in Sand Springs, Oklahoma (USA).

Sheffield Steel is a mini-mill that produces long steel, primarily rebar and bars, with annual sales of approximately 550,000 metric tons of finished products. Sheffield operates a melt shop and rolling mill in Sand Springs, Oklahoma, a smaller rolling mill in Joliet, Illinois, and three downstream operations in Kansas City and Sand Springs.

The amount to be paid for the purchase of all of the Sheffield shares, still subject to adjustments up to the date of the conclusion of the operation, is estimated at US$ 94 million (equivalent to R$ 204,200 at March 31, 2006), in addition to a net debt and certain long-term liabilities of approximately US$ 94 million (equivalent to R$ 204,200 at March 31, 2006). The agreement, still pending the approval of Sheffield shareholders and the U.S. market regulators and antitrust authorities, is scheduled for conclusion during the second quarter of 2006.

(b) On April 12, 2006, as a result of a meeting of the Board of Directors and a notice published on March 31, 2006, Gerdau S.A. increased its capital from R$ 5,206,969 to R$ 7,810,453, through the capitalization of revenue reserves, with the issue of new shares and a credit of 1 (one) bonus share for each group of 2 (two) shares owned on April 12, 2006, the reserve capitalization date, observing the type of share.

(c) On May 3, 2006, The Company’s Board of Directors decided on the proposal of the Executive Board of April 28, 2006, concerning the anticipation of dividends relative to the first quarter of this year to be paid as interest on own capital, which will be calculated and credited based on the positions of the shareholders on May 15, 2006 (R$ 0.30 per ordinary and preferred share). The payment is scheduled for May 25, 2006 and will constitute the anticipation of the minimum statuary dividend.

********************************

53




05.01 - Comments on the Quarterly Performance of the Company

The revenues of Gerdau S.A. arise basically from investments in subsidiary and associated companies. The amount of these investments at the end of March totaled R$ 9.6 billion. In the first quarter of 2006, these investments generated equity earnings to the Company of R$ 620.1 million.

From January to March 2006, the net income of Gerdau S.A. totaled R$ 680.0 million equivalent to R$ 1.53 per share.

This net income, basically arising from equity on investments in subsidiary and associated companies, was 5.9% superior to that of the fourth quarter of 2005.

Shareholders’ equity at March 31, 2006 amounted to R$ 8.7 billion, equivalent to R$ 19.70 per share.

At the end of the quarter, the Company presented the following financial and economic data:

 

1st quarter /06

 

Equity earnings - R$thousand

 

620,105

 

Net income - R$thousand

 

680,015

 

Net income per share - R$

 

1.53

 

 

 

3/31/06

 

Capital - R$thousand

 

5,206,969

 

Shareholders’ equity - R$thousand

 

8,731,467

 

Book value per share - R$

 

19,70

 

 

Dividends relating to the first quarter of 2006 will be paid on May 25, 2006, in the amount of R$ 199.4 million. This total corresponds to R$ 0.30 per share held on May 15, 2006.

The Board of Directors’ Meeting held on March 31, 2006 approved a share dividend of 50% on the shares held by shareholders on April 12, 2006, the date of the transaction, resulting from the capitalization of the reserves for investments and working capital in the amount of R$ 2.6 billion. The cost attributed to the new shares was R$ 11.70 per share and the number of shares issued increased from 445.1 million to 667.6 million.

The activity in Gerdau S.A. (GGBR) shares on the São Paulo Stock Exchange (Bovespa) during the quarter amounted to R$ 2.7 billion, the same volume as that of the first quarter of 2005. From January to March 2006, the average daily negotiation of preferred shares was R$ 39.7 million (R$ 39.6 million in the first quarter of 2005). 79,032 trades were carried out, a decrease of 8.8% (86,677 in the first three months of 2005), and 59.8 million shares were traded, practically the same volume as in the first quarter of 2005.

54




Transactions in ADRs of Gerdau S.A. (GGB) on the New York Stock Exchange (NYSE) totaled US$ 1.5 billion in the first quarter of 2006, 105.1% higher than that of the same quarter in 2005 and equivalent to a daily average of US$ 23.7 million (11.8 million in 2005). 68.9 million shares were traded against 40.5 million in the same period of the prior year.

21.6 thousand preferred shares of Gerdau S.A. (XGGB) were traded during the first quarter on the Madrid Stock Exchange (Latibex), 58.8% higher than the number for the same quarter of 2005. These negotiations totaled € 384.1 million in the first three months of 2006, compared to € 182.8 million in the same period of the prior year.

In order to comply with CVM Instruction 381/2003, Gerdau S.A. informs that PricewaterhouseCoopers Auditores Independentes, the provider of external audit services to the Company, did not render any non-audit services during the first quarter of 2006.

 

55




06.01 - Consolidated Balance Sheet - Assets (R$ thousands)

1 - CODE

 

2 - DESCRIPTION

 

3 - 3/31/2006

 

4 - 12/31/2005

 

1

 

Total assets

 

23,067,947

 

21,879,186

 

1.01

 

Current assets

 

12,346,547

 

12,129,178

 

1.01.01

 

Cash and banks

 

1,227,582

 

1,185,495

 

1.01.02

 

Credits

 

6,902,746

 

6,538,769

 

1.01.02.01

 

Trade accounts receivable

 

2,373,062

 

2,059,806

 

1.01.02.02

 

Tax credits

 

277,238

 

199,764

 

1.01.02.03

 

Financial investments

 

4,252,446

 

4,279,199

 

1.01.03

 

Inventories

 

3,777,117

 

4,018,629

 

1.01.03.01

 

Finished products

 

1,420,452

 

1,656,123

 

1.01.03.02

 

Work in process

 

691,218

 

585,014

 

1.01.03.03

 

Raw materials

 

1,108,034

 

1,017,732

 

1.01.03.04

 

Storeroom materials

 

438,299

 

596,350

 

1.01.03.05

 

Advances to suppliers

 

67,509

 

76,391

 

1.01.03.06

 

Imports

 

104,448

 

126,951

 

1.01.03.07

 

Provision for obsolescence

 

(52,843

)

(39,932

)

1.01.04

 

Other

 

439,102

 

386,285

 

1.01.04.01

 

Other accounts receivable

 

196,687

 

141,779

 

1.01.04.02

 

Deferred income tax and social contribution on net income

 

155,367

 

151,678

 

1.01.04.03

 

Deferred expenses

 

87,048

 

92,828

 

1.02

 

Long-term receivables

 

1,093,263

 

882,798

 

1.02.01

 

Sundry credits

 

0

 

0

 

1.02.02

 

Receivables from related companies

 

2,003

 

302

 

1.02.02.01

 

Associated companies

 

0

 

302

 

1.02.02.02

 

Subsidiaries

 

0

 

0

 

1.02.02.03

 

Other related companies

 

2,003

 

0

 

1.02.03

 

Other

 

1,091,260

 

882,496

 

1.02.03.01

 

Tax credits

 

258,297

 

242,792

 

1.02.03.02

 

Judicial deposits and other

 

57,192

 

42,674

 

1.02.03.03

 

Deferred income tax and social contribution on net income

 

504,135

 

442,076

 

1.02.03.04

 

Deferred expenses

 

60,376

 

68,754

 

1.02.03.05

 

Financial investments

 

59,448

 

0

 

1.02.03.06

 

Other

 

151,812

 

86,200

 

1.03

 

Permanent assets

 

9,628,137

 

8,867,210

 

1.03.01

 

Investments

 

359,252

 

112,668

 

1.03.01.01

 

In associated companies

 

0

 

0

 

1.03.01.02

 

In subsidiaries

 

0

 

0

 

1.03.01.03

 

Other

 

359,252

 

112,668

 

1.03.02

 

Fixed assets

 

9,203,147

 

8,693,501

 

1.03.02.01

 

Land, buildings and structures

 

3,812,989

 

3,461,929

 

1.03.02.02

 

Machinery, equipment and installations

 

9,620,598

 

8,599,988

 

1.03.02.03

 

Furniture and fixtures

 

132,568

 

135,014

 

1.03.02.04

 

Vehicles

 

84,158

 

69,152

 

1.03.02.05

 

Electronic data equipment/rights/licenses

 

412,731

 

332,139

 

1.03.02.06

 

Construction in progress

 

1,731,634

 

1,889,512

 

1.03.02.07

 

Forestation/reforestation

 

262,488

 

250,528

 

1.03.02.08

 

Accumulated depreciation

 

(6,854,019

)

(6,044,761

)

1.03.03

 

Deferred charges

 

65,738

 

61,041

 

 

56




06.02 - Consolidated Balance Sheet - Liabilities and Shareholders’ Equity (R$ thousands)

1 - CODE

 

2 - DESCRIPTION

 

3 - 3/31/2006

 

4 - 12/31/2005

 

2

 

Total liabilities and shareholders’ equity

 

23,067,947

 

21,879,186

 

2.01

 

Current liabilities

 

4,291,674

 

4,189,108

 

2.01.01

 

Loans and financing

 

1,453,053

 

1,327,248

 

2.01.02

 

Debentures

 

1,690

 

2,719

 

2.01.03

 

Suppliers

 

1,673,397

 

1,675,464

 

2.01.04

 

Taxes, charges and contributions

 

455,831

 

306,067

 

2.01.05

 

Dividends payable

 

0

 

208,774

 

2.01.06

 

Provisions

 

0

 

0

 

2.01.07

 

Payables to related companies

 

0

 

0

 

2.01.08

 

Other

 

707,703

 

668,836

 

2.01.08.01

 

Salaries payable

 

202,424

 

268,898

 

2.01.08.02

 

Deferred income tax and social contribution on net income

 

226,962

 

86,879

 

2.01.08.03

 

Other accounts payable

 

278,317

 

313,059

 

2.02

 

Long-term liabilities

 

7,881,284

 

7,549,558

 

2.02.01

 

Loans and financing

 

5,431,091

 

5,352,420

 

2.02.02

 

Debentures

 

1,065,644

 

969,043

 

2.02.03

 

Provisions

 

0

 

0

 

2.02.04

 

Payables to related companies

 

0

 

0

 

2.02.05

 

Other

 

1,384,549

 

1,228,095

 

2.02.05.01

 

Provision for contingencies

 

274,101

 

192,194

 

2.02.05.02

 

Deferred income tax and social contribution on net income

 

497,615

 

525,428

 

2.02.05.03

 

Other accounts payable

 

313,347

 

246,695

 

2.02.05.04

 

Benefits to employees

 

299,486

 

263,778

 

2.03

 

Deferred income

 

0

 

0

 

2.04

 

Minority interest

 

2,163,522

 

2,098,334

 

2.05

 

Shareholders’ equity

 

8,731,467

 

8,042,186

 

2.05.01

 

Paid-up capital

 

5,206,969

 

5,206,969

 

2.05.02

 

Capital reserves

 

376,794

 

376,684

 

2.05.02.01

 

Investments

 

342,910

 

342,910

 

2.05.02.02

 

Special reserve - Law 8200/91

 

21,487

 

21,487

 

2.05.02.03

 

Other

 

12,397

 

12,287

 

2.05.03

 

Revaluation reserves

 

0

 

0

 

2.05.03.01

 

Own assets

 

0

 

0

 

2.05.03.02

 

Subsidiary/associated companies

 

0

 

0

 

2.05.04

 

Revenue reserves

 

2,467,689

 

2,458,533

 

2.05.04.01

 

Legal

 

465,063

 

465,063

 

2.05.04.02

 

Statutory

 

2,002,626

 

1,993,470

 

2.05.04.03

 

Contingencies

 

0

 

0

 

2.05.04.04

 

Unrealized profits

 

0

 

0

 

2.05.04.05

 

Retention of profits

 

0

 

0

 

2.05.04.06

 

Special for undistributed dividends

 

0

 

0

 

2.05.04.07

 

Other

 

0

 

0

 

2.05.05

 

Retained earnings/accumulated deficit

 

680,015

 

0

 

 

57




 

07.01 - Consolidated Statement of Income (R$ thousands)

Code

 

Description

 

3 - 1/1/2006
to 3/31/2006

 

4 - 1/1/2006
to 3/31/2006

 

5 - 1/1/2005
to 3/31/2005

 

6 - 1/1/2005
to 3/31/2005

 

3.01

 

Gross sales and/or service revenues

 

6,616,947

 

6,616,947

 

6,928,795

 

6,928,795

 

3.02

 

Deductions

 

(1,002,959

)

(1,002,959

)

(1,096,890

)

(1,096,890

)

3.02.01

 

Taxes on sales

 

(629,998

)

(629,998

)

(689,555

)

(689,555

)

3.02.02

 

Freights and discounts

 

(372,961

)

(372,961

)

(407,335

)

(407,335

)

3.03

 

Net sales and/or service revenues

 

5,613,988

 

5,613,988

 

5,831,905

 

5,831,905

 

3.04

 

Cost of sales and/or services rendered

 

(4,135,314

)

(4,135,314

)

(4,219,840

)

(4,219,840

)

3.05

 

Gross profit

 

1,478,674

 

1,478,674

 

1,612,065

 

1,612,065

 

3.06

 

Operating expenses/income

 

(324,018

)

(324,018

)

(442,902

)

(442,902

)

3.06.01

 

Selling

 

(124,787

)

(124,787

)

(117,343

)

(117,343

)

3.06.02

 

General and administrative expenses

 

(436,957

)

(436,957

)

(292,629

)

(292,629

)

3.06.03

 

Financial

 

374,408

 

374,408

 

(122,964

)

(122,964

)

3.06.03.01

 

Financial income

 

298,808

 

298,808

 

60,879

 

60,879

 

3.06.03.02

 

Financial expenses

 

75,600

 

75,600

 

(183,843

)

(183,843

)

3.06.04

 

Other operating income

 

63,041

 

63,041

 

67,580

 

67,580

 

3.06.05

 

Other operating expenses

 

(2,495

)

(2,495

)

0

 

0

 

3.06.06

 

Equity in the earnings of subsidiary and associated companies

 

(197,228

)

(197,228

)

22,454

 

22,454

 

3.07

 

Operating profit

 

1,154,656

 

1,154,656

 

1,169,163

 

1,169,163

 

3.08

 

Non-operating results

 

11,846

 

11,846

 

172

 

172

 

3.08.01

 

Income

 

14,337

 

14,337

 

172

 

172

 

3.08.02

 

Expenses

 

(2,491

)

(2,491

)

0

 

0

 

3.09

 

Profit before taxes and profit sharing

 

1,166,502

 

1,166,502

 

1,169,335

 

1,169,335

 

3.10

 

Provision for income tax and social contribution on net income

 

(258,368

)

(258,368

)

(300,394

)

(300,394

)

3.11

 

Deferred income tax

 

(70,528

)

(70,528

)

(51,451

)

(51,451

)

3.12

 

Statutory profit sharing and contributions

 

(5,150

)

(5,150

)

(6,993

)

(6,993

)

3.12.01

 

Profit sharing

 

(5,150

)

(5,150

)

(6,993

)

(6,993

)

3.12.02

 

Contributions

 

0

 

0

 

0

 

0

 

3.13

 

Reversal of interest on capital

 

0

 

0

 

0

 

0

 

3.14

 

Minority interest

 

(152,441

)

(152,441

)

(115,683

)

(115,683

)

3.15

 

Net income for the period

 

680,015

 

680,015

 

694,814

 

694,814

 

 

 

Number of shares (thousands), excluding treasury stock

 

443,153

 

443,153

 

295,135

 

295,135

 

 

 

Net income per share

 

1.53449

 

1.53449

 

2.35422

 

2.35422

 

 

 

Loss per share

 

 

 

 

 

 

 

 

 

 

 

58




08.01—Comments on the Consolidated Performance

Production and Sales

·      The production of crude steel (slabs, blooms and billets) totaled 3.7 million tons in the first quarter of 2006, 8.6% higher than the volume produced in the fourth quarter of 2005.

·      The production of rolled products reached 3.0 million tons in the quarter surpassing by 7.1% the volume of the last three months of 2005.

·      In the chart and tables below we present the evolution in the volumes produced for each region where Gerdau has operations.

Production
(1,000 metric tons)

 

1Q06

 

1Q05

 

Variation
1Q06/1Q05

 

4Q05

 

Variation
1Q06/4Q05

 

Crude Steel (slabs, blooms and billets)

 

 

 

 

 

 

 

 

 

 

 

Brazil

 

1,732

 

1,790

 

(3.3

)%

1,696

 

2.1

%

North America

 

1,672

 

1,606

 

4.1

%

1,532

 

9.2

%

South America

 

242

 

116

 

110.2

%

194

 

24.7

%

Europe

 

71

 

 

 

 

 

Total

 

3,717

 

3,512

 

5.8

%

3,422

 

8.6

%

 

 

 

 

 

 

 

 

 

 

 

 

Rolled Products

 

 

 

 

 

 

 

 

 

 

 

Brazil

 

1,102

 

973

 

13.3

%

1,040

 

6.0

%

North America

 

1,585

 

1,568

 

1.0

%

1,533

 

3.4

%

South America

 

287

 

126

 

127.6

%

267

 

7.4

%

Europe

 

69

 

 

 

 

 

Total

 

3,043

 

2,667

 

14.1

%

2,840

 

7.1

%

 

·      Consolidated sales in the first quarter of the year totaled 3.7 million tons, 9.5% higher than those of the fourth quarter of 2005. The highlight of the period was the recovery of demand in the Brazilian domestic market and in North America.

Consolidated Shipments(1)
(1,000 metric tons)

 

1Q06

 

1Q05

 

Variation
1Q06/1Q05

 

4Q05

 

Variation
1Q06/4Q05

 

Brazil

 

 

 

 

 

 

 

 

 

 

 

Domestic market

 

980

 

866

 

13.2

%

854

 

14.8

%

Exports

 

627

 

722

 

(13.1

)%

680

 

(7.8

)%

Total

 

1,607

 

1,588

 

1.3

%

1,534

 

4.8

%

 

 

 

 

 

 

 

 

 

 

 

 

Abroad

 

 

 

 

 

 

 

 

 

 

 

North America

 

1,671

 

1,631

 

2.4

%

1,505

 

11.0

%

South America

 

335

 

155

 

116.7

%

331

 

1.4

%

Europe

 

78

 

 

 

 

 

Total

 

2,084

 

1,786

 

16.6

%

1,836

 

13.5

%

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Total

 

3,691

 

3,374

 

9.4

%

3,370

 

9.5

%


(1)             Excluding shipments to subsidiaries

59




 

·      The improvements in demand throughout the first quarter in Brazil, especially in civil construction, permitted a growth of 14.8% in sales to clients in the country (980.4 thousand tons).

·      With this performance, exports, excluding shipments to subsidiaries abroad, attained 627.1 thousand tons, 7.8% lower than those of the fourth quarter of 2005.

·      Including shipments to subsidiaries abroad, exports maintained at a strong pace in the quarter. Volumes shipped reached 736.1 thousand tons and generated revenues of US$ 286.6 million.

·      In consolidated terms, the sales volumes of the units abroad added to exports out of Brazil represented 73.4% of the consolidated volume for the first quarter of 2006.

Results

·      Consolidated Net Revenues for the first quarter of 2006 reached R$ 5.6 billion, 14.9% higher than that of the fourth quarter of 2005. This performance is the result of the increase in shipments, especially in Brazil and in North America, and the consolidation of 40% of the results generated by Corporación Sidenor, Spain.

·      The Gerdau companies abroad and the exports from Brazil contributed with 65.1% to the consolidated net revenues for the first quarter of 2006.

Net Sales Revenue
(R$ millions)

 

1Q06

 

1Q05

 

Variation
1Q06/1Q05

 

4Q05

 

Variation
1Q06/4Q05

 

Brazil

 

2,479

 

2,665

 

(7.0

)%

2,247

 

10.3

%

North America

 

2,459

 

2,884

 

(14.8

)%

2,238

 

9.9

%

South America

 

477

 

283

 

68.8

%

401

 

18.9

%

Europe

 

199

 

 

 

 

 

Total

 

5,614

 

5,832

 

(3.7

)%

4,886

 

14.9

%

 

·      Gross Profit reached R$ 1.5 billion in the first quarter. This allowed for a gross margin of 26.3% in the period, remaining at the same level as in the fourth quarter of the previous year. In South America — except Brazil — the reduction in margins is explained in part by the increase in scrap prices in some regions. In consolidated terms, however, the improvement in margins in North America fully compensated this increase in scrap costs.

·      Selling, general and administrative expenses totaled R$ 561.7 million in the first quarter of 2006, 22.8% higher than those of the fourth quarter 2005. Sales expenses,

60




in particular, presented a reduction of 12.6%, as a result of the decrease in exports which generated fewer expenses with port fees. General and administrative expenses increased by 38.8%, basically for three reasons: a) increase in the cost of long term incentives for Gerdau Ameristeel employees in the amount of R$ 55.4 million; b) consolidation of 40% of Corporación Sidenor, Spain, for a total of R$ 21.6 million; c) increase of R$ 16.2 million in royalties for the use of the Gerdau brand name, resulting from a recent appraisal of the value that the brand adds to the business, which was conducted by an appraisal company that is the international reference in evaluating brands and defining licensing fees.

EBITDA
(R$ millions)

 

1Q06

 

1Q05

 

Variation
1Q06/1Q05

 

4Q05

 

Variation
1Q06/4Q05

 

Brazil

 

646

 

934

 

(30.8

)%

603

 

7.1

%

North America

 

382

 

410

 

(6.8

)%

334

 

14.4

%

South America

 

108

 

71

 

52.1

%

99

 

9.1

%

Europe

 

33

 

 

 

 

 

Total

 

1,169

 

1,415

 

(17.4

)%

1,036

 

12.8

%

 

·      EBITDA (gross profit less selling, general and administrative expenses, plus depreciation and amortization) in the first quarter this year reached R$ 1.2 billion, 12.8% higher than that in the last quarter of 2005. The EBITDA margin (EBITDA divided by net revenues) was 20.8%, remaining at levels comparable to those of the fourth quarter of last year.

·      From January through March the financial results (financial expenses less financial revenues) was positive by R$ 374.4 million. Excluding gains from foreign exchange variations, due to the impact of the appreciation of the real vis-à-vis the US dollar in the period on indebtedness in foreign currency (R$ 242.5 million), and with monetary variations (R$ 3.2 million), net financial expenses totaled R$ 128.7 million in the quarter.

61




 

EBITDA
(R$ millions)

 

1Q06

 

1Q05

 

Variation
1Q06/1Q05

 

4Q05

 

Variation
1Q06/4Q05

 

Gross profit

 

1,479

 

1,612

 

(8.3

)%

1,289

 

14.7

%

Cost of sales

 

(125

)

(117

)

6.3

%

(143

)

(12.6

)%

General/administrative expenses

 

(437

)

(293

)

49.3

%

(315

)

38.8

%

Depreciation & amortization

 

252

 

213

 

18.5

%

205

 

23.2

%

EBITDA

 

1,169

 

1,415

 

(17.4

)%

1,036

 

12.8

%

Net financial expenses (excluding foreign exchange and monetary variations)

 

129

 

(88

)

 

(10

)

 

 

Foreign exchange and monetary variations

 

246

 

(35

)

 

(209

)

 

 

EBITDA

 

1,544

 

1,292

 

19.5

%

817

 

89.0

%

 

·      In the first quarter, R$ 60.5 million was recorded with Other Operating Revenues, resulting, principally, from a favourable final verdict obtained by Gerdau Açominas S.A. in a lawsuit on the improper collection of PIS taxes, based on Decree-laws 2.445/88 and 2.449/88.

·      The appreciation of the real vis-à-vis the US dollar in the quarter had a negative impact on the investments Gerdau has abroad. This resulted in a negative equity adjustment of R$ 197.2 million in the quarter. This total includes fiscal incentives and goodwill amortized in the period.

·      Net income for the first quarter of 2006 reached R$ 832.5 million, 14.0% higher than that of the fourth quarter of 2005. The net margin remained at approximately 15.0% in both quarters.

Net income
(R$ millions)

 

1Q06

 

1Q05

 

Variation
1Q06/1Q05

 

4Q05

 

Variation
1Q06/4Q05

 

Brazil

 

557

 

555

 

0.4

%

461

 

20.7

%

North America

 

195

 

209

 

(6.6

)%

207

 

(5.6

)%

South America

 

63

 

46

 

35.7

%

62

 

2.1

%

Europe

 

17

 

 

 

 

 

Total

 

832

 

810

 

2.7

%

730

 

14.0

%

 

62




Investments

·      Investments in fixed assets in the quarter totaled US$ 223.1 million, destined mostly to the increase of installed capacity in several units in Brazil and abroad.

·      It should be mentioned that in the month of March the assets of two industrial units were acquired in the United States. The first one was Callaway Building Products, in Knoxville, Tennessee, a supplier of civil construction cut and bent reinforcing concrete bars. The second was Fargo Iron and Metal Company, located in Fargo, North Dakota, a storage and scrap processing facility and service provider to industries and civil construction companies.

·      On April 5, Gerdau signed a purchase agreement for the acquisition of Sheffield Steel Corporation, of Sand Springs, Oklahoma, in the USA.

·      Sheffield is a mini-mill producer of long common steel, namely concrete reinforcing bars and merchant bars. It has one melt shop and one rolling mill in Sand Springs, Oklahoma, one rolling mill in Joliet, Illinois, and three transformation units in Kansas City and Sand Springs.

·      The cost of the operation was estimated at US$ 104 million, plus a net debt and some long term liabilities of approximately US$ 84 million, for a total of US$ 188 million.

·      The acquisition should be finalized in the second quarter of 2006.

·      The acquisition of the 40% stake in Corporación Sidenor, the largest long specialty steel producer, forged parts and foundry in Spain and one of the major producers of forged parts by stamping in that country, was completed on January 11, 2006. The investment totaled € 185.3 million.

Indebtedness

·      Net Debt (loans and financing plus debentures, less cash and cash equivalents) at March 31, 2006 was R$ 2.4 billion, 10.3% higher than that at December 31, 2005, due to the consolidation of 40% of the operations in Spain.

·      Considering the total debt (loans, financing and debentures, less cash and cash equivalents), 18.3% was short term (R$ 1.4 billion) and 81.7% long term (R$ 6.5 billion).

63




 

·      On March 31, 2006, the gross debt was composed of 24.7% in local currency, 46.2% in foreign currency contracted by companies in Brazil and 29.1% in other currencies contracted by foreign subsidiaries.

·      The main indicators of Gerdau companies’ indebtedness at the end of March were the following:

 

Ratios

 

03.31.2006

 

03.31.2005

 

12.31.2005

 

Net debt / Total net capitalization

 

17,8

%

32.6

%

17.7

%

Gross Debt / EBITDA(1)

 

1.7

x

1.1

x

1.6

x

Net Debt / EBITDA(1)

 

0.5

x

0.7

x

0.4

x


1 — Last twelve months

·      On March 31, 2006, cash and cash equivalents totaled R$ 5.5 billion, of which R$ 2.2 billion (38.9%) were indexed to foreign currencies, mainly the US dollar.

 

Indebtedness
(R$ millions)

 

03.31.2006

 

03.31.2005

 

12.31.2005

 

Short term

 

 

 

 

 

 

 

Domestic Currency - Brazil

 

245

 

206

 

228

 

Foreign Currency — Brazil

 

400

 

641

 

350

 

Companies Abroad

 

809

 

765

 

752

 

Total

 

1,454

 

1,612

 

1,330

 

 

 

 

 

 

 

 

 

Long Term

 

 

 

 

 

 

 

Domestic Currency - Brazil

 

1,717

 

1,406

 

1,497

 

Foreign Currency — Brazil

 

3,276

 

1,679

 

3,245

 

Companies Abroad

 

1,504

 

1,701

 

1,579

 

Total

 

6,497

 

4,786

 

6,321

 

 

 

 

 

 

 

 

 

Gross Debt

 

7,951

 

6,398

 

7,651

 

Cash & Cash Equivalents

 

5,539

 

2,326

 

5,465

 

 

 

 

 

 

 

 

 

Net Debt

 

2,412

 

4,072

 

2,186

 

 

·      The amortization schedule for the long term debt, including debentures, on March 31, 2006 was as follows:

Year

 

R$ millions

 

2007

 

1,016

 

2008

 

857

 

2009

 

571

 

2010

 

526

 

2011 and after

 

3,527

 

Total

 

6,497

 

 

64




 

09.01 - Investments in Subsidiary and/or Associated Companies

 

1 - ITEM

 

2 - COMPANY NAME

 

3 - CNPJ

 

4 - CLASSIFICATION

 

5 - % OF INVESTEES
CAPITAL

 

6 - % OF SHARE
HOLDERS’ EQUITY OF
INVESTOR

 

7 - TYPE OF COMPANY

 

8 - NUMBER OF SHARES FOR THE QUARTER
(THOUSANDS)

 

9 - NUMBER OF SHARES IN THE PRIOR QUARTER
(THOUSANDS)

 

01

 

Gerdau Intern. Empreend. Ltda.

 

87.040.598/0001-20

 

Non-public Subsidiary

 

72.08

 

27.39

 

Commercial, industrial and other

 

 

 

1,919,769

 

1,919,769

 

03

 

Gerdau Açominas S.A.

 

17.227.422/0001-05

 

Non-public Subsidiary

 

89.35

 

34.06

 

Commercial, industrial and other

 

 

 

160,712

 

160,712

 

04

 

Gerdau Aços Longos S.A.

 

07.358.761/0001-69

 

Non-public Subsidiary

 

89.35

 

28.81

 

Commercial, industrial and other

 

 

 

160,712

 

 

 

160,712

 

 

 

65




10.01 - Characteristics of Public or Private Issue of Debentures

1 - ITEM

 

01

2 - ORDER NUMBER

 

03

3 - CVM REGISTRATION NUMBER

 

DCA-82/018

4 - CVM REGISTRATION DATE

 

7/29/1982

5 - ISSUED SERIES

 

A

6 - TYPE OF ISSUANCE

 

SIMPLE

7 - NATURE OF ISSUANCE

 

PUBLIC

8 - DATE OF ISSUANCE

 

6/1/1982

9 - MATURITY DATE

 

6/1/2011

10 - TYPE OF DEBENTURE

 

WITHOUT PREFERENCE

11 - CONDITION OF REMUNERATION IN EFFECT

 

CDI

12 - PREMIUM/DISCOUNT

 

 

13 - NOMINAL VALUE (reais)

 

183.85

14 - ISSUED AMOUNT (thousands of reais)

 

13.237

15 - NUMBER OF ISSUED DEBENTURES (UNIT)

 

72,000

16 - OUTSTANDING DEBENTURES (UNIT)

 

45,827

17 - TREASURY DEBENTURES (UNIT)

 

26,173

18 - REDEEMED DEBENTURES (UNIT)

 

0

19 - CONVERTED DEBENTURES (UNIT)

 

0

20 - DEBENTURES TO BE PLACED (UNIT)

 

0

21 - DATE OF THE LAST RENEGOTIATION

 

9/19/2002

22 - DATE OF THE NEXT EVENT

 

6/1/2011

 

66




 

1 - ITEM

 

02

2 - ORDER NUMBER

 

03

3 - CVM REGISTRATION NUMBER

 

DCA-82/019

4 - CVM REGISTRATION DATE

 

8/11/1982

5 - ISSUED SERIES

 

B

6 - TYPE OF ISSUANCE

 

SIMPLE

7 - NATURE OF ISSUANCE

 

PUBLIC

8 - DATE OF ISSUANCE

 

6/1/1982

9 - MATURITY DATE

 

6/1/2011

10 - TYPE OF DEBENTURE

 

WITHOUT PREFERENCE

11 - CONDITION OF REMUNERATION IN EFFECT

 

CDI

12 - PREMIUM/DISCOUNT

 

 

13 - NOMINAL VALUE (reais)

 

183.85

14 - ISSUED AMOUNT (thousands of reais)

 

13,237

15 - NUMBER OF ISSUED DEBENTURES (UNIT)

 

72,000

16 - OUTSTANDING DEBENTURES (UNIT)

 

13,875

17 - TREASURY DEBENTURES (UNIT)

 

58,125

18 - REDEEMED DEBENTURES (UNIT)

 

0

19 - CONVERTED DEBENTURES (UNIT)

 

0

20 - DEBENTURES TO BE PLACED (UNIT)

 

0

21 - DATE OF THE LAST RENEGOTIATION

 

9/19/2002

22 - DATE OF THE NEXT EVENT

 

6/1/2011

 

67




 

1 - ITEM

 

03

2 - ORDER NUMBER

 

07

3 - CVM REGISTRATION NUMBER

 

DCA-82/024

4 - CVM REGISTRATION DATE

 

2/28/1982

5 - ISSUED SERIES

 

1

6 - TYPE OF ISSUANCE

 

SIMPLE

7 - NATURE OF ISSUANCE

 

PUBLIC

8 - DATE OF ISSUANCE

 

7/1/1982

9 - MATURITY DATE

 

7/1/2012

10 - TYPE OF DEBENTURE

 

WITHOUT PREFERENCE

11 - CONDITION OF REMUNERATION IN EFFECT

 

CDI

12 - PREMIUM/DISCOUNT

 

 

13 - NOMINAL VALUE (reais)

 

183.85

14 - ISSUED AMOUNT (thousands of reais)

 

12,575

15 - NUMBER OF ISSUED DEBENTURES (UNIT)

 

68,400

16 - OUTSTANDING DEBENTURES (UNIT)

 

51,776

17 - TREASURY DEBENTURES (UNIT)

 

16,624

18 - REDEEMED DEBENTURES (UNIT)

 

0

19 - CONVERTED DEBENTURES (UNIT)

 

0

20 - DEBENTURES TO BE PLACED (UNIT)

 

0

21 - DATE OF THE LAST RENEGOTIATION

 

9/19/2002

22 - DATE OF THE NEXT EVENT

 

7/1/2012

 

68




 

1 - ITEM

 

04

2 - ORDER NUMBER

 

08

3 - CVM REGISTRATION NUMBER

 

DCA-82/004

4 - CVM REGISTRATION DATE

 

12/23/1982

5 - ISSUED SERIES

 

1

6 - TYPE OF ISSUANCE

 

SIMPLE

7 - NATURE OF ISSUANCE

 

PUBLIC

8 - DATE OF ISSUANCE

 

11/1/1982

9 - MATURITY DATE

 

5/2/2013

10 - TYPE OF DEBENTURE

 

WITHOUT PREFERENCE

11 - CONDITION OF REMUNERATION IN EFFECT

 

CDI

12 - PREMIUM/DISCOUNT

 

 

13 - NOMINAL VALUE (reais)

 

183.85

14 - ISSUED AMOUNT (thousands of reais)

 

33,086

15 - NUMBER OF ISSUED DEBENTURES (UNIT)

 

179,964

16 - OUTSTANDING DEBENTURES (UNIT)

 

122,586

17 - TREASURY DEBENTURES (UNIT)

 

57,378

18 - REDEEMED DEBENTURES (UNIT)

 

0

19 - CONVERTED DEBENTURES (UNIT)

 

0

20 - DEBENTURES TO BE PLACED (UNIT)

 

0

21 - DATE OF THE LAST RENEGOTIATION

 

9/19/2002

22 - DATE OF THE NEXT EVENT

 

5/2/2013

 

69




1 - ITEM

 

05

2 - ORDER NUMBER

 

09

3 - CVM REGISTRATION NUMBER

 

DCA-83/044

4 - CVM REGISTRATION DATE

 

8/8/1983

5 - ISSUED SERIES

 

1

6 - TYPE OF ISSUANCE

 

SIMPLE

7 - NATURE OF ISSUANCE

 

PUBLIC

8 - DATE OF ISSUANCE

 

5/1/1983

9 - MATURITY DATE

 

9/1/2014

10 - TYPE OF DEBENTURE

 

WITHOUT PREFERENCE

11 - CONDITION OF REMUNERATION IN EFFECT

 

CDI

12 - PREMIUM/DISCOUNT

 

 

13 - NOMINAL VALUE (reais)

 

183.85

14 - ISSUED AMOUNT (thousands of reais)

 

23,099

15 - NUMBER OF ISSUED DEBENTURES (UNIT)

 

125,640

16 - OUTSTANDING DEBENTURES (UNIT)

 

85,024

17 - TREASURY DEBENTURES (UNIT)

 

40,616

18 - REDEEMED DEBENTURES (UNIT)

 

0

19 - CONVERTED DEBENTURES (UNIT)

 

0

20 - DEBENTURES TO BE PLACED (UNIT)

 

0

21 - DATE OF THE LAST RENEGOTIATION

 

9/19/2002

22 - DATE OF THE NEXT EVENT

 

9/1/2014

 

70




 

1 - ITEM

 

06

2 - ORDER NUMBER

 

11

3 - CVM REGISTRATION NUMBER

 

DEB-90/041

4 - CVM REGISTRATION DATE

 

9/3/1990

5 - ISSUED SERIES

 

A

6 - TYPE OF ISSUANCE

 

SIMPLE

7 - NATURE OF ISSUANCE

 

PUBLIC

8 - DATE OF ISSUANCE

 

6/1/1990

9 - MATURITY DATE

 

6/1/2020

10 - TYPE OF DEBENTURE

 

WITHOUT PREFERENCE

11 - CONDITION OF REMUNERATION IN EFFECT

 

CDI

12 - PREMIUM/DISCOUNT

 

 

13 - NOMINAL VALUE (reais)

 

693.78

14 - ISSUED AMOUNT (thousands of reais)

 

52,034

15 - NUMBER OF ISSUED DEBENTURES (UNIT)

 

75,000

16 - OUTSTANDING DEBENTURES (UNIT)

 

46,578

17 - TREASURY DEBENTURES (UNIT)

 

28,422

18 - REDEEMED DEBENTURES (UNIT)

 

0

19 - CONVERTED DEBENTURES (UNIT)

 

0

20 - DEBENTURES TO BE PLACED (UNIT)

 

0

21 - DATE OF THE LAST RENEGOTIATION

 

9/19/2002

22 - DATE OF THE NEXT EVENT

 

6/1/2020

 

71




 

1 - ITEM

 

07

2 - ORDER NUMBER

 

11

3 - CVM REGISTRATION NUMBER

 

DEB-91/004

4 - CVM REGISTRATION DATE

 

1/8/1991

5 - ISSUED SERIES

 

B

6 - TYPE OF ISSUANCE

 

SIMPLE

7 - NATURE OF ISSUANCE

 

PUBLIC

8 - DATE OF ISSUANCE

 

6/1/1990

9 - MATURITY DATE

 

6/1/2020

10 - TYPE OF DEBENTURE

 

WITHOUT PREFERENCE

11 - CONDITION OF REMUNERATION IN EFFECT

 

CDI

12 - PREMIUM/DISCOUNT

 

 

13 - NOMINAL VALUE (reais)

 

693.78

14 - ISSUED AMOUNT (thousands of reais)

 

52,034

15 - NUMBER OF ISSUED DEBENTURES (UNIT)

 

75,000

16 - OUTSTANDING DEBENTURES (UNIT)

 

24,714

17 - TREASURY DEBENTURES (UNIT)

 

50,286

18 - REDEEMED DEBENTURES (UNIT)

 

0

19 - CONVERTED DEBENTURES (UNIT)

 

0

20 - DEBENTURES TO BE PLACED (UNIT)

 

0

21 - DATE OF THE LAST RENEGOTIATION

 

9/19/2002

22 - DATE OF THE NEXT EVENT

 

6/1/2020

 

72




Corporate Governance - Level 1

In compliance with the Regulations for Differentiated Practices of Corporate Governance (Level 1), we present below tables showing the shareholdings of all those who hold more than 5% of the voting capital, directly or indirectly, down to the level of individual holdings.

POSITION AS OF 4/13/2006

GERDAU S.A. - CNPJ No. 33.611.500/0001-19
- Capital: R$ 7,810,452,785.28
OWNERSHIP

 

 

NUMBER OF SHARES

 

 

 

COMMON

 

PREFERRED

 

TOTAL

 

SHAREHOLDER

 

NUMBER OF
SHARES

 

%

 

NUMBER OF
SHARES

 

%

 

NUMBER OF
SHARES

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

METALURGICA GERDAU S/A

 

175,393,446

 

75.73

 

109,421,797

 

25.10

 

284,815,243

 

42.67

 

STA.FELICIDADE COM. EXP.DE PRODs. SID. LTDA

 

 

 

14,317,722

 

3.28

 

14,317,722

 

2.14

 

OTHER CONTROLLING SHAREHOLDERS

 

17,104,761

 

7.39

 

6,004,882

 

1.38

 

23,109,643

 

3.46

 

OUTSTANDING SHARES IN THE MARKET

 

39,108,801

 

16.88

 

303,377,984

 

69.58

 

342,486,785

 

51.30

 

TREASURY SHARES

 

 

 

2,863,656

 

0.66

 

2,863,656

 

0.43

 

TOTAL

 

231,607,008

 

100.00

 

435,986,041

 

100.00

 

667,593,049

 

100.00

 

 

METALÚRGICA GERDAU S/A - CNPJ No. 92.690.783/0001-09
- CAPITAL: R$ 3,744,000,000.00
OWNERSHIP

 

 

NUMBER OF SHARES

 

 

 

COMMON

 

PREFERRED

 

TOTAL

 

SHAREHOLDER

 

NUMBER OF
SHARES

 

%

 

NUMBER OF
SHARES

 

%

 

NUMBER OF
SHARES

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INDAC - IND.ADM.E COM.S/A

 

18,294,979

 

29.33

 

 

 

18,294,979

 

9.78

 

GRUPO GERDAU EMPREEND.LTDA

 

15,951,127

 

25.57

 

7,777

 

0.01

 

15,958,904

 

8.53

 

GERSUL EMPREEND.IMOBS.LTDA

 

3,618,699

 

5.80

 

 

 

3,618,699

 

1.93

 

FUNDO PARTICIPAÇÃO SOCIAL FPS

 

1,008,891

 

1.62

 

14,918,407

 

11.96

 

15,927,298

 

8.51

 

OTHER CONTROLLING SHAREHOLDERS

 

23,502,896

 

37.68

 

107,656,200

 

68.30

 

131,159,096

 

70.09

 

TREASURY SHARES

 

 

 

2,170,800

 

1.74

 

2,170,800

 

1.16

 

TOTAL

 

62,376,592

 

100.00

 

124,753,184

 

100.00

 

187,129,776

 

100.00

 

 

SANTA FELICIDADE COM., IMP. E EXP. DE PRODUTOS SIDERÚRGICOS LTDA - CNPJ No. 78.566.288/0001-53
- CAPITAL: R$ 550.894.025,00
OWNERSHIP

 

 

TOTAL

 

QUOTAHOLDER

 

NUMBER OF
QUOTAS

 

%

 

 

 

 

 

 

 

METALURGICA GERDAU S/A

 

550,893,875

 

100.00

 

GRUPO GERDAU EMPREENDIMENTOS LTDA

 

150

 

0,00

 

SUBTOTAL

 

550,894,025

 

100.00

 

OTHER

 

 

0,00

 

TOTAL

 

550,894,025

 

100.00

 

 

73




INDAC - INDÚSTRIA, ADMINISTRAÇÃO E COMÉRCIO S/A - CNPJ No. 92.690.817/0001-57

- CAPITAL: R$ 350,000,000.00

OWNERSHIP

 

 

NUMBER OF SHARES

 

 

 

 

 

 

 

COMMON

 

PREFERRED

 

TOTAL

 

SHAREHOLDER

 

NUMBER OF
SHARES

 

%

 

NUMBER OF
SHARES

 

%

 

NUMBER OF
SHARES

 

%

 

CINDAC - EMPREEND.E PART.S/A

 

468,383,161

 

100.00

 

936,766,147

 

100.00

 

1,405,149,308

 

100.00

 

OTHER

 

 

 

175

 

0.00

 

175

 

0.00

 

TOTAL

 

468,383,161

 

100.00

 

936,766,322

 

100.00

 

1,405,149,483

 

100.00

 

 

GRUPO GERDAU EMPREENDIMENTOS LTDA - CNPJ No. 87.153.730/0001-00

- CAPITAL: R$ 115.143.000,00

OWNERSHIP

 

 

TOTAL

 

QUOTAHOLDER

 

NUMBER OF
QUOTAS

 

%

 

INDAC - INDUSTRIA, ADMINISTRAÇÃO E COMÉRCIO S.A.

 

64,130,258

 

55.70

 

AÇOTER PARTICIPAÇÕES LTDA

 

36,405,773

 

31.62

 

OTHER

 

14,606,969

 

12.69

 

TOTAL

 

115,143,000

 

100.00

 

 

GERSUL EMPREENDIMENTOS IMOBILIÁRIOS LTDA - CNPJ No. 89.558.555/0001-67

- CAPITAL: R$ 237.952.707,00

OWNERSHIP

 

 

TOTAL

 

QUOTAHOLDER

 

NUMBER OF
QUOTAS

 

%

 

INDAC - INDÚSTRIA, ADMINISTRAÇÃO E COMÉRCIO S/A

 

237,952,482

 

100.00

 

OTHER

 

225

 

0.00

 

TOTAL

 

237,952,707

 

100.00

 

 

AÇOTER PARTICIPAÇÕES LTDA - CNPJ No. 02.290.525/0001-34

- CAPITAL: R$ 60,350,000.00

OWNERSHIP

 

 

TOTAL

 

QUOTAHOLDER

 

NUMBER OF
QUOTAS

 

%

 

INDAC - INDÚSTRIA, ADMINISTRAÇÃO E COMÉRCIO S/A

 

17,266,860

 

28.61

 

GERSUL - EMPREENDIMENTOS IMOBILIÁRIOS LTDA

 

43,083,136

 

71.39

 

OTHER

 

4

 

0.00

 

TOTAL

 

60,350,000

 

100.00

 

 

CINDAC - EMPREENDIMENTOS E PARTICIPAÇÕES S/A - CNPJ No. 89.550.883/0001-17

- CAPITAL: R$ 300,000,000.00

OWNERSHIP

 

 

NUMBER OF SHARES

 

 

 

 

 

 

 

COMMON

 

PREFERRED

 

TOTAL

 

SHAREHOLDER

 

NUMBER OF
SHARES

 

%

 

NUMBER OF
SHARES

 

%

 

NUMBER OF
SHARES

 

%

 

STICHTING GERDAU JOHANNPETER

 

202,154,204

 

100.00

 

 

 

 

202,154,204

 

100.00

 

TOTAL

 

202,154,204

 

100.00

 

 

 

 

202,154,204

 

100.00

 

 

74




 

STICHTING GERDAU JOHANNPETER

- Nationality - Dutch

 

NAME OF MANAGERS AND BENEFICIARIES

 

PARTICIPATION

 

%

 

GERMANO HUGO GERDAU JOHANNPETER

 

Manager and Beneficiary

 

25.00

 

KLAUS GERDAU JOHANNPETER

 

Manager and Beneficiary

 

25.00

 

JORGE GERDAU JOHANNPETER

 

Manager and Beneficiary

 

25.00

 

FREDERICO CARLOS GERDAU JOHANNPETER

 

Manager and Beneficiary

 

25.00

 

 

 

 

 

100.00

 

 

In compliance with the Regulations for Differentiated Practices of Corporate Governance (Level 1), we present below tables showing the number and characteristics of the shares issued by the Company and which are held, directly or indirectly, by the Controlling Shareholder, Management, Audit Board Members, and the Board of Directors.

POSTION AS OF 3/31/2006

GERDAU S.A. - CNPJ No. 33.611.500/0001-19

- Capital: R$ 7,810,452,785.28

ONWNERSHIP

Shareholder

 

Common

 

%

 

Preferred

 

%

 

Total

 

%

 

Controlling shareholder

 

183,003,747

 

79.01

 

125,214,857

 

28.72

 

308,218,604

 

46.17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management

 

 

 

 

 

 

 

 

 

 

 

 

 

Board of Directors

 

 

 

39,677

 

0.01

 

39,677

 

0.01

 

Executive Directors

 

17,653

 

0.01

 

375,893

 

0.09

 

393,546

 

0.06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Audit Board

 

 

 

350

 

0.00

 

350

 

0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury shares

 

 

 

2,863,656

 

0.66

 

2,863,656

 

0.43

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other shareholders

 

48,585,608

 

20.98

 

307,491,608

 

70.53

 

356,077,216

 

53.34

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

231,607,008

 

100.00

 

435,986,041

 

100.00

 

667,593,049

 

100.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding shares in the market

 

48,585,608

 

20.98

 

307,491,958

 

70.53

 

356,077,566

 

53.34

 

 

75




 

POSTION AS OF 4/12/2006

 

GERDAU S.A. - CNPJ No. 33.611.500/0001-19

- Capital: R$ 5,206,968,523,52

OWNERSHIP

Shareholder

 

Common

 

%

 

Preferred

 

%

 

Total

 

%

 

Controlling shareholder

 

122,013,647

 

79.02

 

82,903,625

 

28.52

 

204,917,272

 

46.04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management

 

 

 

 

 

 

 

 

 

 

 

 

 

Board of Directors

 

 

 

5,436

 

0.00

 

5,426

 

0.00

 

Executive Directors

 

1,332

 

0.00

 

102,903

 

0.04

 

104,235

 

0.02

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Audit Board

 

 

 

34,188

 

0.01

 

34,188

 

0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury shares

 

 

 

2,359,800

 

0.81

 

2,359,800

 

0.53

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other shareholders

 

32,389,693

 

20.98

 

205,251,409

 

70.62

 

237,641,102

 

53.40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

154,404,672

 

100.00

 

290,657,361

 

100.00

 

445,062,033

 

100.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding shares in the market

 

32,391,025

 

20.98

 

205,393,936

 

70.67

 

237,784,961

 

53.43

 

 

In compliance with the Regulations for Differentiated Practices of Corporate Governance (Level 1), we present below tables showing the number of outstanding shares in the market and their percentage in relation to total shares issued.

POSITION AS OF 4/13/2006

GERDAU S.A. - CNPJ No. 33.611.500/0001-19

- Capital: R$ 7,810,452,785.28

OWNERSHIP

 

 

NUMBER OF SHARES

 

 

 

COMMON

 

PREFERRED

 

TOTAL

 

SHAREHOLDER

 

NUMBER OF
SHARES

 

%

 

NUMBER OF
SHARES

 

%

 

NUMBER OF
SHARES

 

%

 

METALURGICA GERDAU S/A

 

175,393,446

 

75.73

 

109,421,797

 

25.10

 

284,815.243

 

42.66

 

STA.FELICIDADE COM. EXP.DE PRODs. SID. LTDA

 

 

 

14,317,722

 

3.28

 

14,317,722

 

2.14

 

BNDESPAR PAT SA BNDESPAR

 

17,104,761

 

7.39

 

6,004,882

 

1.38

 

23,109,643

 

3.46

 

OTHER

 

39,108,801

 

16.89

 

303,377,984

 

69.58

 

342,486,785

 

51.30

 

TREASURY SHARES

 

 

 

 

2,863,656

 

0.66

 

2,863,656

 

0.43

 

TOTAL

 

231,607,008

 

100.00

 

435,986,041

 

100.00

 

667,593,049

 

100.00

 

 

 

76




17.01 - Report of Independent Accountants on Limited Reviews - Without Exceptions

(A free translation of the original in Portuguese)

Report of Independent Accountants
on Limited Reviews

To the Board of Directors and Shareholders
Gerdau S.A.

1                     We have carried out limited reviews of the accounting information included in the Quarterly Information (ITR) of Gerdau S.A. and of Gerdau S.A. and its subsidiaries for the quarters ended March 31, 2006 and 2005. This information is the responsibility of the Company’s management. The review of the interim accounting information of the jointly-owned indirect subsidiaries Gallatin Steel Company and Aços Villares S.A. were conducted by other independent accountants and our report, insofar as it relates to the income derived therefrom, equivalent to 7.36% of the profit before taxes of Gerdau S.A. and 8.11% of the profit before taxes and minority interests of Gerdau S.A. and its subsidiaries for the quarter ended March 31, 2006 (March 31, 2005 — 7.4% and 6.7%, respectively), and to the assets proportionally consolidated as of that date, equivalent to 4.53% of the total consolidated assets (March 31, 2005 — 3.1%), is based solely on the review of these other accountants.

4                     Our reviews were carried out in accordance with specific standards established by the Institute of Independent Auditors of Brazil (IBRACON), in conjunction with the Federal Accounting Council (CFC), and mainly comprised: (a) inquiries of and discussions with management responsible for the accounting, financial and operating areas of the Company and its subsidiaries with regard to the main criteria adopted for the preparation of the quarterly information and (b) a review of the significant information and of the subsequent events which have, or could have, significant effects on the financial position and operations of the Company and its subsidiaries.

5                     Based on our limited reviews, and on the review of the other independent accountants, we are not aware of any material modifications that should be made to the quarterly information referred to above in order that such information be stated in accordance with the accounting practices adopted in Brazil applicable to the preparation of quarterly information, consistent with the Brazilian Securities Commission (CVM) regulations.

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4                     Our reviews were conducted with the purpose of issuing a report on the Quarterly Information (ITR) referred to in paragraph 1 taken as a whole. The statement of cash flows, presented to provide additional information on the Company and its subsidiaries, is not required as an integral part of the Quarterly Information (ITR). The statement of cash flows was submitted to the review procedures mentioned in paragraph 2, and, based on our reviews and on the review of other independent accountants, we are not aware of any material modifications that should be made for it to be fairly presented, in all material respects, in relation to the Quarterly Information (ITR), taken as a whole.

5                     The Quarterly Information (ITR) also includes accounting information for the quarter ended December 31, 2005. We audited such information at the time it was prepared, in connection with the audit of the financial statements as of and for the year then ended, on which we issued an unqualified opinion dated February 21, 2006.

Rio de Janeiro, May 3, 2006.

PricewaterhouseCoopers
Auditores Independentes
CRC 2SP000160/O-5 “F” RJ

Carlos Alberto de Sousa
Contador CRC 1RJ056561/O-0

 

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Contents

GROUP

 

EXHIBIT

 

DESCRIPTION

 

PAGE

01

 

01

 

IDENTIFICATION

 

1

01

 

02

 

HEAD OFFICE

 

1

01

 

03

 

INVESTOR RELATIONS OFFICER (Company mail address)

 

1

01

 

04

 

GENERAL INFORMATION/INDEPENDENT ACCOUNTANTS

 

1

01

 

05

 

CAPITAL COMPOSITION

 

2

01

 

06

 

CHARACTERISTICS OF THE COMPANY

 

2

01

 

07

 

COMPANIES EXCLUDED FROM THE CONSOLIDATED FINANCIAL STATEMENTS 

 

2

01

 

08

 

DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER

 

2

01

 

09

 

SUBSCRIBED CAPITAL AND ALTERATIONS DURING THE CURRENT YEAR

 

3

01

 

10

 

INVESTOR RELATIONS OFFICER

 

3

02

 

01

 

BALANCE SHEET - ASSETS

 

4

02

 

02

 

BALANCE SHEET - LIABILITIES AND SHAREHOLDERS’ EQUITY

 

5

03

 

01

 

STATEMENT OF INCOME

 

6

04

 

01

 

NOTES TO THE QUARTERLY INFORMATION

 

7

05

 

01

 

COMMENTS ON THE QUARTERLY PERFORMANCE OF THE COMPANY

 

53

06

 

01

 

CONSOLIDATED BALANCE SHEET - ASSETS

 

55

06

 

02

 

CONSOLIDATED BALANCE SHEET - LIABILITIES AND SHAREHOLDERS’ EQUITY

 

57

07

 

01

 

CONSOLIDATED STATEMENT OF INCOME

 

58

08

 

01

 

COMMENTS ON THE CONSOLIDATED PERFORMANCE

 

59

09

 

01

 

INVESTMENTS IN SUBSIDIARY AND/OR ASSOCIATED COMPANIES

 

65

10

 

01

 

CHARACTERISTICS OF PUBLIC OR PRIVATE ISSUE OF DEBENTURE

 

66

16

 

01

 

OTHER INFORMATION THE COMPANY CONSIDERS SIGNIFICANT

 

73

17

 

01

 

REPORT OF INDEPENDENT ACCOUNTANTS ON LIMITED REVIEWS

 

77

 

 

79