EX-99.1 2 a10-23854_1ex99d1.htm EX-99.1

Exhibit 99.1

 

The following discussion of “Recent Business Developments and Financial Results” relates to, and should be read in conjunction with, the Condensed Consolidated Interim Financial Statements of Gerdau S.A. (the “Company”) as of June 30, 2010, furnished pursuant to the Company’s submission on Form 6-K dated September 15, 2010.

 

Business Cyclicality and Seasonality

 

The steel industry is highly cyclical worldwide. Consequently, the Company is exposed to substantial swings in the demand for steel products which in turn causes volatility in the prices of most of its products. In addition, since the Brazilian steel industry produces substantially more steel than the domestic economy is able to consume, the sector is dependent on export markets. The demand for steel products and hence the financial condition and operating results of companies in the steel industry, including the Company itself, are generally affected by macroeconomic fluctuations in the world economy and the domestic economies of steel-producing countries, including general trends in the manufacturing, construction and automotive sectors. Since 2003, demand for steel products from developing countries (particularly China) and overall world economic growth have contributed to historically high levels in the prices of the Company’s steel products. However, these relatively high prices did not persist, especially in view of the expansion in installed capacity worldwide or the recent lower level of demand. In 2008 and in the beginning of 2009, the United States economy had shown strong signs of lower economic activity, affecting many other countries and consequently international steel prices. Since June 2009, the world economy has been showing gradual recovery, positively impacting steel demand and prices.

 

In the Company’s Brazilian and Latin American operations, shipments in the second and third quarters of the year tend to be stronger than in the first and fourth quarters, given the reduction in construction activity. In the Company’s North American operations, demand is influenced by winter conditions, when consumption of electricity and other energy sources (i.e., natural gas) for heating increases and may be exacerbated by adverse weather conditions, contributing to increased costs and decreased construction activity, and in turn leading to lower sales. For the Company’s Specialty Steel BO, particularly in Spain, the third quarter is traditionally marked by collective vacations that reduce operations in the quarter to only two months.

 

Recent Production and Shipments Trends (Six-Month Period Ended June 30, 2010 Compared to the Six-Month Period Ended June 30, 2009)

 

Crude Steel

 

On a consolidated basis, Gerdau’s crude steel production increased 61% from 5.649 million tonnes in the six-month period ended June 30, 2009 to 9.071 million tonnes in the corresponding period of 2010. The Company increased production in line with the recoveries observed in each of its business operations. The Brazil BO was the highlight in this comparison period, with production growth of 69%, which was due to the resumption of operations of Blast Furnace 1 at the Ouro Branco unit in Minas Gerais as of July 2009, which has annual production capacity of 3 million tonnes and focuses on the production of semi-finished products for the export market. At the Specialty Steel BO, government programs targeting the automotive industry, improvements in demand and financial credit access supported an increase of 134% in crude steel production, from 0.707 million tonnes in the six-month period ended June 30, 2009 to 1.660 million tonnes in the corresponding period of 2010, with an improvement in all operational regions (Brazil, United States and Spain). The North America BO increased its crude steel production by 43%, from 2.261 million tonnes in the six-month period ended June 30, 2009 to 3.239 million tonnes in the corresponding period of 2010, to adjust its inventories and meet the higher demand in the first six months of 2010. At the Latin America BO, the 12% growth in crude steel production, from 0.632 million tonnes in the six-month period ended June 30, 2009 to 0.707 million tonnes in the corresponding period of 2010, was also supported by the rebuilding of inventories and by the higher demand, partially offset by a stoppage at the melt shop in Colina, Chile, in the first six months of 2010, which was affected by an earthquake on February 27, 2010. At the Peru unit, a new electric-arc furnace was installed, which has been operating regularly since July 2010, replacing the two previous furnaces. In addition, a new electric-arc furnace was installed in this unit together with a new dedusting system in order to protect the air.

 

Rolled Products

 

Consolidated production of rolled products increased 43%, from 5.238 million tonnes in the six-month period ended June 30, 2009 to 7.490 million tonnes in the corresponding period of 2010. The highlight in the period was the Specialty Steel BO, which more than doubled its production to 1.503 million tonnes. The Brazil and North America BOs also posted recoveries in the period, with increases of 38%, from 1.552 million tonnes in the six-month period ended June 30, 2009 to 2.140 million tonnes in the corresponding period of 2010, and 34%, from

 



 

2.197 million tonnes in the six-month period ended June 30, 2009 to 2.933 million tonnes in the corresponding period of 2010, respectively.

 

 

 

 

 

 

 

Variation

 

Production
(1,000 tonnes)

 

Six-Month period
ended June 30,
2010

 

Six-Month period
ended June 30,
2009

 

Six-Month
period ended
June 30, 2010/
Six-Month
period ended
June 30, 2009

 

Crude Steel (slabs, blooms and billets)

 

 

 

 

 

 

 

Brazil

 

3.465

 

2.047

 

69

%

North America

 

3.239

 

2.261

 

43

%

Latin America

 

707

 

632

 

12

%

Specialty Steel

 

1.660

 

709

 

134

%

Total

 

9.071

 

5.649

 

61

%

 

 

 

 

 

 

 

 

Rolled steel

 

 

 

 

 

 

 

Brazil

 

2.140

 

1.552

 

38

%

North America

 

2.933

 

2.197

 

34

%

Latin America

 

914

 

760

 

20

%

Specialty Steel

 

1.503

 

729

 

106

%

Total

 

7.490

 

5.238

 

43

%

 

Note: the information above does not include data from shared controlled companies and joint ventures.

 

Shipments

 

Consolidated shipments increased 31%, from 6.440 million tonnes in the six-month period ended June 30, 2009, a period that was severely affected by the global crisis, to 8.436 million tonnes in the corresponding period of 2010. The Brazil BO contributed the most to this increase, with steel shipments growth of 39%, driven primarily by shipments to the domestic market. According to the Brazilian Institute of Geography and Statistics (IBGE), Brazilian industrial production, which posted growth of 16% in the six-month period ended June 30, 2010, played a key role in supporting Gerdau’s sales in Brazil. The construction sector continues to be supported by strong demand growth in the Brazilian market. Shipments of ready-to-use steel products, such as fabricated rebar for construction, made important contributions to this recovery and already represent around 30% of shipments to the construction industry in Brazil. Total Brazilian exports remained virtually in line with the first six months of 2009. Despite the decline in exports of finished products, which were redirected to the domestic market, exports of semi-finished products increased, reflecting the resumption of production at Blast Furnace 1 at the Ouro Branco unit in Minas Gerais, as mentioned earlier. At the North America BO, shipments increased 20%, from 2.319 million tonnes in the six-month period ended June 30, 2009 to 2.794 million tonnes in the corresponding period of 2010. The demand increased in the period, partially related to energy projects (wind, nuclear and oil). The Specialty Steel BO recorded shipments growth of 66%, from 0.819 million tonnes in the six-month period ended June 30, 2009 to 1.361 million tonnes in the corresponding period of 2010, reflecting the series of monthly records for vehicle production in Brazil and the continued solid demand in the U.S. automotive industry during 2010. The Latin America BO, where sales volume were affected by the crisis to a lesser extent than the other BOs, posted shipments growth of 9%, from 0.994 million tonnes in the six-month period ended June 30, 2009 to 1.081 million tonnes in the corresponding period of 2010, led by the Chile, Argentina and Peru units.

 



 

 

 

 

 

 

 

Variation

 

Consolidated Shipments (1)
(1,000 tonnes)

 

Six-Month period
ended June 30,
2010

 

Six-Month period
ended June 30,
2009

 

Six-Month period ended June
30, 2010/ Six-Month period
ended June 30, 2009

 

Brazil

 

3.200

 

2.308

 

39

%

Domestic Market

 

2.428

 

1.533

 

58

%

Exports

 

772

 

775

 

0

%

North America

 

2.794

 

2.319

 

20

%

Latin America (2)

 

1.081

 

994

 

9

%

Specialty steels

 

1.361

 

819

 

66

%

Total

 

8.436

 

6.440

 

31

%

 


(1) Excludes shipments to subsidiaries

(2) Excludes coke sales

Note: the information above does not include data from shared controlled companies and joint ventures.

 

Results of Operations of the Six-Month Period Ended June 30, 2010 Compared to the Six-Month Period Ended June 30, 2009

 

The following table sets forth Gerdau’s summary financial information, presented in Brazilian reais and prepared in accordance with the IFRS.

 

The summary financial data for the six-month periods ended June 30, 2010 and 2009 have been derived from the Company’s unaudited condensed consolidated interim financial statements which are included elsewhere in this offering memorandum.

 

 

 

In thousands of  Brazilian reais (R$)
for the Six-Month period ended

 

 

 

June 30, 2010

 

June 30, 2009

 

NET SALES

 

15,403,334

 

13,369,300

 

Cost of sales

 

(12,182,041

)

(11,870,126

)

GROSS PROFIT

 

3,221,293

 

1,499,174

 

Selling expenses

 

(259,149

)

(212,262

)

General and administrative expenses

 

(857,719

)

(945,402

)

Impairment of assets

 

 

(978,594

)

Restructuring costs

 

 

(101,469

)

Other operating income

 

48,518

 

111,324

 

Other operating expenses

 

(25,006

)

(54,708

)

Equity in earnings (losses) of unconsolidated companies, net

 

61,228

 

(120,716

)

NET INCOME (LOSS) BEFORE FINANCIAL INCOME (EXPENSES) AND TAXES

 

2,189,165

 

(802,653

)

Financial income

 

147,482

 

238,835

 

Financial expenses

 

(555,534

)

(728,364

)

Exchange variations, net

 

(96,436

)

844,946

 

Gain and losses on derivatives, net

 

2,468

 

(16,286

)

NET INCOME (LOSS) BEFORE TAXES

 

1,687,145

 

(463,522

)

Income and social contribution taxes

 

 

 

 

 

Current

 

(386,364

)

(85,120

)

Deferred

 

127,932

 

254,546

 

NET INCOME (LOSS)

 

1,428,713

 

(294,096

)

ATTRIBUTED TO:

 

 

 

 

 

Owners of the parent

 

1,237,321

 

(177,628

)

Non-controlling interests

 

191,392

 

(116,468

)

 

 

1,428,713

 

(294,096

)

 



 

The following analysis refers to the consolidated results of Gerdau.

 

Net Sales

 

Consolidated net sales increased 15%, from R$13.4 billion in the six-month period ended June 30, 2009 to R$15.4 billion in the corresponding period of 2010, primarily due to the 31% increase in shipments reflecting the recovery of the markets, especially Brazil, from 6.440 million tonnes in the six-month period ended June 30, 2009 to 8.436 million tonnes in the corresponding period of 2010, which was partially offset by the decrease of 12% in the net sales per tonne. The Brazil BO recorded net sales 29% higher, from R$4.8 billion in the six-month period ended June 30, 2009 to R$6.2 billion in the corresponding period of 2010, reflecting the 39% upturn in shipments. At the North America BO, net sales decreased by 4%, from R$4.5 billion in the six-month period ended June 30, 2009 to R$4.3 billion in the corresponding period of 2010, mainly due to the reduction of 21% in the net sales per tonne sold, a consequence of the appreciation of 18% in the Brazilian real against the U.S. Dollar between the two periods. During this period, this decrease was offset by an improvement of 20% in shipments related to energy projects (wind, nuclear and oil), from 2.319 million tonnes in the six-month period ended June 30, 2009 to 2.794 million tonnes in the corresponding period of 2010. At the Latin America BO, net sales were largely unchanged from the first six months of 2009, totaling R$1.7 billion in the six-month period ended June 30, 2009 and R$1.7 billion in the corresponding period of 2010, as a consequence of an increase in shipments of 9%, especially in the Chile, Argentina and Peru units, partially offset by a reduction of 8% in the net sales per tonne sold. The Specialty Steel BO recorded an increase of 35% in net sales, from R$2.4 billion in the six-month period ended June 30, 2009 to R$3.2 billion in the corresponding period of 2010, due to a 66% growth in shipments, reflecting ongoing increases in vehicle production in Brazil in 2010 coupled with continued demand in the U.S. automotive industry during 2010, partially offset by the reduction in the net sales per tonne.

 

Net Sales

 

Six-Month period
ended
June 30,

 

Six-Month period
ended
June 30,

 

Variation
Six-Month period ended June 30,
2010/ Six-Month period ended

 

(R$ million)

 

2010

 

2009

 

June 30, 2009

 

Brazil

 

6,167

 

4,774

 

29

%

Domestic Market

 

5,371

 

3,988

 

35

%

Exports

 

796

 

786

 

1

%

North America (1)

 

4,316

 

4,510

 

-4

%

Latin America (2)

 

1,706

 

1,710

 

0

%

Specialty Steel

 

3,215

 

2,375

 

35

%

Total

 

15,404

 

13,369

 

15

%

 


Note: the information above does not include data from shared controlled companies and joint ventures.

(1)          In the comparison six-month period ended June 30, 2010 compared to the six-month period ended June 30, 2009, there was an increase of 17%, in U.S. Dollars.

(2)          Includes coke sales.

 

Cost of Sales and Gross Profit

 

On a consolidated basis, cost of sales increased 3% from R$11.9 billion in the six-month period ended June 30, 2009 to R$12.2 billion in the corresponding period of 2010, compared with growth of 15% in net sales from R$13.4 billion in the six-month period ended June 30, 2009 to R$15.4 billion in the corresponding period of 2010, both resulting from increases in shipments. As a result, gross profit increased from 11% in the six-month period ended June 30, 2009 to 21% in the corresponding period of 2010. At the Brazil BO, the gross profit was 29% in the six-month period ended June 30, 2010, largely unchanged from the corresponding period of 2009, reflecting the 29% increase in the net sales and cost of goods. The North America BO posted an increase in gross profit from 5% in the six-month period ended June 30, 2009 to 10% in the corresponding period of 2010, due to higher shipments and resulting lower fixed cost per tonne sold. At the Latin America BO, gross profit improved from -5% in the six-month period ended June 30, 2009 to +18% in the corresponding period of 2010, which is explained by the efforts made to reduce costs over the course of 2009 and the stronger shipments and consequent greater dilution of fixed costs. At the Specialty Steel BO, the gross profit increased from -1% in the six-month period ended June 30, 2009 to

 



 

22% in the corresponding period of 2010, primarily due to the resulting lower fixed cost per tonne sold and the strong growth in shipments.

 

Selling, General and Administrative Expenses

 

Operating expenses (selling expenses, general and administrative expenses) decreased 3.5% from R$1,157.7 million in the six-month period ended June 30, 2009 to R$1,116.9 million in the corresponding period of 2010, due to the Company’s efforts to reduce fixed expenses. As a consequence of such effort, in the same comparison period, the operating expenses over the net sales decreased from 8.7% to 7.3%.

 

Impairment of Assets and Restructuring Costs

 

As noted herein, Gerdau reports its consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS) established by the International Accounting Standard Board (IASB). These accounting standards determine that the Company’s assets must undergo impairment tests based on revisions of the prospects for cash generation and the future earnings from the Company’s operations.

 

During 2009 the Company monitored indicators of asset deterioration and whenever necessary applied impairment tests, which are based on projections for the global economic scenario, which indicated deterioration in steel assets worldwide.

 

In the six-month period ended June 30, 2009 the Company recognized an impairment of assets in the amount of R$978.6 million and restructuring costs of R$101.5 million (related to the closure of some mills, such as employee severance costs, pension plans, etc.) which was mainly generated by downward revisions in expectations for operating results in the North America and Specialty Steel business operations. In the six-month period ended June 30, 2010, due to the improvement in the markets where Gerdau operates, there was no need to recognize any impairment adjustment.

 

Equity in Earnings (Losses) of Unconsolidated Companies, Net

 

Equity income from unconsolidated companies increased from a loss of R$120.7 million in the six-month period ended June 30, 2009 to a gain of R$61.2 million in the corresponding period of 2010, primarily as a result of a 42% increase of steel products shipments from 393,000 tonnes in the six-month period ended June 30, 2009 to 559,000 tonnes in the corresponding period of 2010 and generated net sales of R$780.6 million in the six-month period ended June 30, 2010 mainly as a consequence of the recovery of the markets where Gerdau has joint ventures, especially the Gerdau Ameristeel Gallatin joint venture.

 

Net Income (Loss) Before Financial Income (Expenses) and Taxes

 

Income Before Financial Income (Expenses) and Taxes increased from a loss of R$802.7 million in the six-month period ended June 30, 2009 to a gain of R$2,189.2 million in the corresponding period of 2010. This difference is due to an improvement in the Company’s shipments, better results of Equity in earnings of unconsolidated companies in the six-month period ended June 30, 2010 and negative impact of the impairment test recognized in the corresponding period of 2009, primarily due to downward revisions in expectations for operating results in the North America and Specialty Steel BOs.

 

Financial Income, Financial Expenses, Exchange Variations, Gains and Losses in Derivatives

 

The consolidated financial result decreased from a gain of R$339.1 million in the six-month period ended June 30, 2009 to an expense of R$502.0 million in the corresponding period of 2010. This variation is primarily due to an appreciation of 16% in the Brazilian real against the U.S. dollar in the six-month period ended June 30, 2009 (positive impact of R$844.9 million) against a depreciation of 3.3% in the corresponding period of 2010 (negative impact of R$96.4 million), which impacted a portion of the loans denominated in foreign currency contracted by the companies in Brazil.

 



 

Note that of the total foreign-currency debt of US$2.9 billion contracted by Gerdau companies in Brazil as of June 30, 2010, US$1.5 billion is linked to the acquisition of companies abroad, whose foreign exchange variation is booked directly under shareholders’ equity, in accordance with IFRS. For the remaining US$1.4 billion, the foreign exchange gains or losses are recorded on the income statement.

 

Provision for Income Taxes

 

Provision for Income Taxes increased from a negative amount of R$258.4 million in the six-month period ended June 30, 2009 to a positive amount of R$169.4 million in the corresponding period of 2010, mainly due to more favorable results in the first six months of 2010.

 

Net Income (Loss)

 

Consolidated net income increased from a negative amount of R$294.1 million in the six-month period ended June 30, 2009 to a positive amount of R$1,428.7 million in the corresponding period of 2010, mainly due to the improvement in Gerdau’s business operations as a whole. Note that net income in the six-month period ended June 30, 2009 was adversely affected by losses from asset impairment in the amount of R$796.5 million, net of tax. Excluding this effect, net income in the six-month period ended June 30, 2009 would be R$502.4 million.

 

Net Income

 

Six-Month period
ended
June 30,

 

Six-Month period
ended
June 30,

 

Variation
Six-Month period ended June 30,
2010/ Six-Month period ended

 

(R$ million)

 

2010

 

2009

 

June 30, 2009

 

Brazil

 

749

 

1.115

 

-33

%

North America

 

127

 

(148

)

 

Latin America

 

184

 

(451

)

 

Specialty Steel

 

369

 

(810

)

 

Net Income

 

1.429

 

(294

)

 

 

For the Brazil BO, net income decreased 33%, from R$1,114.9 million in the six-month period ended June 30, 2009 to R$749.4 million in the corresponding period of 2010. The result was primarily due to the foreign exchange gain of R$781.7 million in the six-month period ended June 30, 2009 compared with an exchange loss of R$114.4 million in the corresponding period of 2010. The other business operations posted positive results in the six-month period ended June 30, 2010, reversing the net losses posted in the six-month period ended June 30, 2009, primarily as a result of an increase in shipments.

 

Liquidity and Capital Resources

 

The following table sets forth in part the statement of financial position and cash flow information of Gerdau.

 

 

 

As of and for the Six-Month period ended June
30,

 

 

 

2010

 

2009

 

 

 

(in thousands of Brazilian reais - R$)

 

Balance sheet selected information

 

 

 

 

 

Cash and cash equivalents

 

1,875,269

 

2,983,983

 

Short-term investments(1) 

 

2,395,233

 

3,215,807

 

Current assets

 

16,019,780

 

16,428,912

 

Current liabilities

 

5,283,109

 

6,007,673

 

Net working capital (2)

 

10,736,671

 

10,421,239

 

Property, plant and equipment, net

 

16,238,916

 

17,926,045

 

Net assets (3)

 

23,227,873

 

22,323,754

 

Total assets

 

46,327,751

 

49,271,651

 

Short-term debt (including “Current Portion of Long-Term Debt”)

 

1,369,661

 

2,658,938

 

Long-term debt, less current portion

 

12,794,682

 

15,502,515

 

Debentures - short term

 

113,166

 

167,375

 

Debentures - long term

 

475,694

 

591,859

 

Equity

 

23,227,873

 

22,355,630

 

Capital stock

 

14,184,805

 

14,184,805

 

 



 


(1)  Include trading and available for sale.

(2)  Total current assets less total current liabilities.

(3)  Total assets less total current liabilities and less total non current liabilities.

 



 

 

 

For the Six-Month period ended
June 30,

 

 

 

2010

 

2009

 

 

 

(in thousands of Brazilian
reais - R$, unless otherwise
stated)

 

Cash Flow Data:

 

 

 

 

 

Cash flows from operating activities

 

1,760,513

 

3,476,479

 

Cash flows from investing activities

 

(782,572

)

(987,170

)

Cash flows from financing activities

 

(1,182,206

)

(1,339,963

)

Operating Data (in thousand tons):

 

 

 

 

 

Consolidated shipments

 

8,436

 

6,440

 

Total production of long rolled steel(1)

 

7,490

 

5,238

 

Total production of slabs, billets and blooms(1)

 

9,071

 

5,649

 

Other Information:

 

 

 

 

 

Capital expenditures

 

(451,263

)

(865,271

)

Depreciation and amortization

 

931,841

 

916,863

 

Adjusted EBITDA and ratios:

 

 

 

 

 

Net Income for the period

 

1,428,713

 

(294,096

)

(+) Financial results (financial expense, financial income, exchange variations, net and gains and losses on derivatives, net)

 

502,020

 

(339,131

)

(+) Income and social contribution taxes

 

258,432

 

(169,426

)

(+) Depreciation and amortization

 

931,841

 

916,863

 

(+) Restructuring costs

 

 

101,469

 

(+) Impairment of assets

 

 

978,594

 

(=) Adjusted EBITDA(2)

 

3,121,006

 

1,194,273

 

Total Debt(4)

 

14,753,203

 

18,920,687

 

Interest Expenses (12-month period)

 

(612,693

)

(846,826

)

Total Debt(4)/Adjusted EBITDA(2)(5)

 

2.6

 

2.9

 

Adjusted EBITDA(2) (12-month period)/Interest Expenses (12-month period)(6)

 

4.8

 

3.5

 

Current liquidity ratio (3)

 

3.0

 

2.7

 

 


(1)   The rolling process relies on raw materials produced at the melt shops such as slabs, blooms and billets.  Part of these products is sold directly to external customers and the remainder used in the rolling process.

(2)   Adjusted EBITDA is equal to net income, plus financial expenses, financial income, foreign exchange gains and losses (net) and gains and losses on derivatives (net), plus provision for income taxes, plus depreciation and amortization, plus impairment of assets, plus restructuring costs.  Adjusted EBITDA is not a

 



 

measure of financial performance calculated in accordance with IFRS and management believes adjusted EBITDA should not be construed as an alternative to net income determined in accordance with IFRS, as a performance indicator or as an alternative to cash flows from operations as a measure of liquidity and cash flows.  Adjusted EBITDA does not have standardized meaning and our definition of Adjusted EBITDA may not be comparable to Adjusted EBITDA as used by other companies.  However, because Adjusted EBITDA does not account for certain costs intrinsic to our business, which could, in turn, materially affect our profits, such as financial expenses, taxes, depreciation, capital expenditures and other related charges, Adjusted EBITDA presents limitations that affect its use as a measure of our profitability.  Management uses this measure to focus on on-going operations, and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present operating results, and it is calculated in accordance with covenants of our most significant outstanding indebtedness.  Gerdau believes that using this information, along with net earnings, provides for a more complete analysis of the results of operations.  Net income is the most directly comparable GAAP measure.

(3)   Current liquidity ratio consists of current assets divided by current liabilities derived from the Company’s consolidated financial statements prepared in accordance with IFRS.

(4)   Includes short-term and long-term debt and debentures.

(5)   The ratio of Total Debt to Adjusted EBITDA is calculated in accordance with covenants of our most significant outstanding indebtedness containing financial covenants, which calculation may not be comparable to similarly titled measures of other companies, using Total Debt as of June 30, 2010 and 2009, and Adjusted EBITDA for the twelve-month periods ended as of June 30, 2010 and June 30, 2009.

(6)   The ratio of Adjusted EBITDA to Interest Expense is calculated in accordance with covenants of our most significant outstanding indebtedness containing financial covenants, which calculation may not be comparable to similarly titled measures of other companies, using the Adjusted EBITDA for the twelve-month periods ended as of June 30, 2010 and June 30, 2009, and Interest Expense (including financial expenses; gains and losses on derivatives, net; and capitalized interest and financial charges) for the twelve-month periods ended as of June 30, 2010 and June 30, 2009.

 

Gerdau’s main source of liquidity is the cash generated by its operating activities. In 2008, given significant acquisitions made by the Company, debt financing became an important source of liquidity. As the Company did not make any material acquisitions in 2009, the Company met its cash needs for 2009 primarily through a combination of operating cash flow, cash and cash equivalents, short-term investments and newly issued long-term debt instruments.

 

Cash Flows

 

Net cash provided by operating activities decreased 49%, from R$3.5 billion in the six-month period ended June 30, 2009 to R$1.8 billion in the corresponding period of 2010, due to new levels in market demand and consequent increase in production volumes, which impacted the Company’s inventories.

 

Net cash used in investing activities decreased 21% from R$987.2 million in the six-month period ended June 30, 2009 to R$782.6 million in the corresponding period of 2010, mainly as a result of reduction of additions to property, plant and equipment.

 

Regarding to net cash used in financing activities it decreased 12% from R$1.3 billion in the six-month period ended June 30, 2009 to R$1.1 billion in the corresponding period of 2010, mainly reflecting a reduction of repayment of loans and financing.

 

Cash, cash equivalents and short-term investments totaled R$4.3 billion on June 30, 2010, of which 38% was held by the Company’s subsidiaries abroad, mainly in U.S. dollars.

 

From December 31, 2009 to June 30, 2010 working capital (represented by accounts receivable from clients, plus inventories, less suppliers) increased 27%, from R$6.6 billion in the six-month period ended June 30, 2009 to R$8.4 billion in the corresponding period of 2010. The increase was mainly due to higher activity levels in market demand.

 

Indebtedness

 

The Company’s debt is used to finance investments in fixed assets, including the modernization and technological upgrade of its plants and the expansion of installed capacity, as well as for working capital, acquisitions and, depending on market conditions, short-term financial investments.

 

The following table profiles the Company’s debt at December 31, 2009, 2008 and 2007, and June 30, 2010:

 



 

 

 

As of

 

 

 

June 30, 
2010

 

December 31,
2009

 

December 31,
2008

 

December 31,
2007

 

 

 

(in thousands of Brazilian reais)

 

SHORT TERM:

 

1,482,827

 

1,356,781

 

3,933,119

 

2,539,110

 

Total short-term debt

 

650,360

 

735,197

 

1,929,812

 

1,371,908

 

Debt denominated in Brazilian reais

 

259,398

 

390,552

 

50,643

 

534,718

 

Debt denominated in foreign currency

 

390,962

 

344,645

 

1,879,169

 

837,190

 

Current portion of long-term debt

 

719,301

 

621,584

 

1,858,273

 

1,129,077

 

Debentures

 

113,166

 

 

145,034

 

38,125

 

LONG TERM:

 

13,270,376

 

13,164,134

 

19,300,717

 

13,364,279

 

Total long-term debt

 

13,513,983

 

13,184,739

 

20,453,275

 

13,590,205

 

Debt denominated in Brazilian reais

 

2,237,595

 

1,852,905

 

2,614,764

 

2,262,186

 

Debt denominated in foreign currency

 

11,276,388

 

11,331,834

 

17,838,511

 

11,328,019

 

Current portion of long-term debt

 

(719,301

)

(621,584

)

(1,858,273

)

(1,129,077

)

Debentures

 

475,694

 

600,979

 

705,715

 

903,151

 

TOTAL DEBT:

 

14,753,203

 

14,520,915

 

23,233,836

 

15,903,389

 

Short-term and long-term investments, restricted cash, cash and cash equivalents

 

4,317,334

 

4,819,348

 

5,490,809

 

5,139,373

 

NET DEBT(1)

 

10,435,869

 

9,701,567

 

17,743,027

 

10,764,016

 

 


(1)   The calculation of net debt is made by subtracting short-term investments, restricted cash, cash and cash equivalents from total debt.

 

Net debt (loans and financings, plus debentures and less cash, cash equivalents and investments) was R$10.4 billion on June 30, 2010.

 

Cash (cash, cash equivalents and investments) totaled R$4.3 billion on June 30, 2010 of which 38% was held by Gerdau’s subsidiaries abroad, mainly in U.S. dollars.

 

Gross debt (loans and financings, plus debentures) totaled R$14.8 billion on June 30, 2010 of which 10% was short-term (R$1.5 billion) and 90% was long-term (R$13.3 billion), with average maturity of 6 years and 10 months.

 

On June 30, 2010, the composition of gross debt was 21% in Brazilian reais, 36% in foreign currency owed by subsidiaries in Brazil and 43% owed in a variety of currencies contracted by Gerdau’s subsidiaries abroad.

 

On June 30, 2010, the weighted average nominal cost of gross debt was 8% for the amount denominated in Brazilian reais, 7% plus foreign-exchange variation for the amount denominated in U.S. dollars contracted by companies in Brazil and 4% for the amount owed by the subsidiaries abroad.

 

On June 30, 2010, the maturity profile of the Company’s long and short-term debt, including debentures, was as follows:

 

Short-term

 

R$ million

 

3rd quarter 2010

 

506

 

4th quarter 2010

 

394

 

1st quarter 2011

 

218

 

2nd quarter 2011

 

365

 

Total

 

1,483

 

 

Long-term

 

R$ million

 

2011

 

308

 

2012

 

3,236

 

2013

 

1,965

 

2014

 

710

 

2015 and after

 

7,051

 

Total

 

13,270

 

 



 

As of the date hereof, the Issuer had outstanding indebtedness in the amount of US$600 million.  As of June 30, 2010, the Company had approximately US$8.1 billion of consolidated indebtedness.  Approximately US$1.7 billion of this total amount was structurally senior to the bonds being sold in this offering, including US$56 million of the Company and the other Guarantors’ secured debt and US$1.7 billion of the Company’s and the Company’s non-guarantor subsidiaries’ debt, including trade payables.

 

During the period from June 30, 2010 through the date hereof the Company incurred additional indebtedness as follows:  (i) a R$150 million NCE (Nota de Crédito a Exportação) export-related financing from Banco do Brasil S.A. to Gerdau Açominas, (ii) a US$700 million facility provided by JPMorgan to Gerdau Steel North America Inc., as borrower, guaranteed by the Company and each of the other Guarantors, which was used for the payment of a portion of the purchase price of Gerdau Ameristeel on August 30, 2010, and (iii) on September 17, 2010, the Company’s wholly-owned subsidiary Gerdau Trade Inc. received disbursement of US$600 million under a finance facility with HSBC Bank USA, National Association, and Banco Santander (Brasil) S.A., the proceeds of which were used to redeem the Company’s perpetual bonds on September 22, 2010.