EX-99.1 2 a13-11618_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GERDAU S.A.

Condensed consolidated interim financial statements

as of March 31, 2013

 



 

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

In thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

Note

 

March 31, 2013

 

December 31, 2012

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

4

 

1,059,416

 

1,437,235

 

Short-term investments

 

 

 

 

 

 

 

Held for Trading

 

4

 

772,299

 

1,059,605

 

Trade accounts receivable - net

 

5

 

4,450,428

 

3,695,381

 

Inventories

 

6

 

8,536,526

 

9,021,542

 

Tax credits

 

 

 

573,268

 

601,148

 

Income and social contribution taxes recoverable

 

 

 

274,530

 

335,600

 

Unrealized gains on financial instruments

 

13

 

3,044

 

 

Other current assets

 

 

 

239,984

 

259,886

 

 

 

 

 

15,909,495

 

16,410,397

 

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

Tax credits

 

 

 

120,658

 

119,582

 

Deferred income taxes

 

 

 

1,727,975

 

2,210,300

 

Related parties

 

15

 

156,071

 

132,478

 

Judicial deposits

 

 

 

968,141

 

922,578

 

Other non-current assets

 

 

 

230,653

 

231,130

 

Prepaid pension cost

 

 

 

547,534

 

553,095

 

Investments in associates and jointly-controlled entities

 

8

 

1,344,412

 

1,425,605

 

Goodwill

 

10

 

9,838,070

 

10,033,396

 

Other Intangibles

 

 

 

1,341,130

 

1,364,416

 

Property, plant and equipment, net

 

9

 

19,622,841

 

19,690,181

 

 

 

 

 

35,897,485

 

36,682,761

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

51,806,980

 

53,093,158

 

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

 



 

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

In thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

Note

 

March 31, 2013

 

December 31, 2012

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Trade accounts payable

 

 

 

3,020,181

 

3,059,684

 

Short-term debt

 

11

 

3,180,086

 

2,324,374

 

Debentures

 

12

 

152,606

 

257,979

 

Taxes payable

 

 

 

511,400

 

440,754

 

Income and social contribution taxes payable

 

 

 

143,803

 

87,944

 

Payroll and related liabilities

 

 

 

460,666

 

558,634

 

Dividends payable

 

 

 

 

47,379

 

Employee benefits

 

 

 

51,578

 

53,930

 

Environmental liabilities

 

 

 

14,975

 

24,536

 

Unrealized losses on financial instruments

 

13

 

 

1,535

 

Put options on non-controlling interests

 

 

 

 

607,760

 

Other current liabilities

 

 

 

347,735

 

358,673

 

 

 

 

 

7,883,030

 

7,823,182

 

 

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

Long-term debt

 

11

 

11,304,239

 

11,725,868

 

Debentures

 

12

 

305,834

 

360,334

 

Related parties

 

15

 

11

 

15

 

Deferred income taxes

 

 

 

1,241,535

 

1,795,963

 

Unrealized losses on financial instruments

 

13

 

6,459

 

6,664

 

Provision for tax, civil and labor liabilities

 

14

 

1,138,702

 

1,081,381

 

Environmental liabilities

 

 

 

49,558

 

42,395

 

Employee benefits

 

 

 

1,147,708

 

1,187,621

 

Other non-current liabilities

 

 

 

254,653

 

271,818

 

 

 

 

 

15,448,699

 

16,472,059

 

 

 

 

 

 

 

 

 

EQUITY

 

16

 

 

 

 

 

Capital

 

 

 

19,249,181

 

19,249,181

 

Treasury stocks

 

 

 

(287,492

)

(290,240

)

Capital reserves

 

 

 

11,597

 

11,597

 

Retained earnings

 

 

 

9,325,974

 

9,180,210

 

Operations with non-controlling interests

 

 

 

(1,737,368

)

(1,728,627

)

Other reserves

 

 

 

454,903

 

823,483

 

EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT

 

 

 

27,016,795

 

27,245,604

 

 

 

 

 

 

 

 

 

NON-CONTROLLING INTERESTS

 

 

 

1,458,456

 

1,552,313

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

28,475,251

 

28,797,917

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

 

 

51,806,980

 

53,093,158

 

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

 



 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF INCOME

In thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

 

 

For the three-month period ended

 

 

 

Note

 

March 31, 2013

 

March 31, 2012

 

 

 

 

 

 

 

 

 

NET SALES

 

 

 

9,165,558

 

9,199,442

 

 

 

 

 

 

 

 

 

Cost of sales

 

20

 

(8,257,339

)

(8,092,895

)

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

 

908,219

 

1,106,547

 

 

 

 

 

 

 

 

 

Selling expenses

 

20

 

(151,230

)

(131,553

)

General and administrative expenses

 

20

 

(483,311

)

(467,232

)

Other operating income

 

20

 

61,782

 

41,532

 

Other operating expenses

 

20

 

(11,094

)

(9,930

)

Equity in earnings of unconsolidated companies

 

 

 

16,671

 

30,885

 

 

 

 

 

 

 

 

 

INCOME BEFORE FINANCIAL INCOME (EXPENSES) AND TAXES

 

 

 

341,037

 

570,249

 

 

 

 

 

 

 

 

 

Financial income

 

21

 

43,590

 

81,451

 

Financial expenses

 

21

 

(251,070

)

(223,347

)

Exchange variations, net

 

21

 

21,414

 

55,840

 

Gain and losses on financial instruments, net

 

21

 

(6,134

)

(11,284

)

 

 

 

 

 

 

 

 

INCOME BEFORE TAXES

 

 

 

148,837

 

472,909

 

 

 

 

 

 

 

 

 

Income and social contribution taxes

 

 

 

 

 

 

 

Current

 

7

 

(73,594

)

(126,731

)

Deferred

 

7

 

84,292

 

50,438

 

 

 

 

 

 

 

 

 

NET INCOME

 

 

 

159,535

 

396,616

 

 

 

 

 

 

 

 

 

ATTRIBUTABLE TO:

 

 

 

 

 

 

 

Owners of the parent

 

 

 

148,192

 

369,589

 

Non-controlling interests

 

 

 

11,343

 

27,027

 

 

 

 

 

159,535

 

396,616

 

 

 

 

 

 

 

 

 

Basic earnings per share - preferred and common - (R$)

 

17

 

0.09

 

0.22

 

 

 

 

 

 

 

 

 

Diluted earnings per share - preferred and common - (R$)

 

17

 

0.09

 

0.22

 

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

 



 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

In thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

For the three-month period ended

 

 

 

March 31, 2013

 

March 31, 2012

 

Net income for the period

 

159,535

 

396,616

 

Items that may be reclassified subsequently to profit or loss

 

 

 

 

 

Other comprehensive income from associates and jointly-controlled entities

 

3,998

 

(4,713

)

Cumulative translation adjustment

 

(462,987

)

(261,860

)

Unrealized Gains on net investment hedge

 

69,455

 

163,421

 

Cash flow hedges

 

 

 

 

 

Unrealized Gains

 

539

 

1,310

 

 

 

(388,995

)

(101,842

)

Items that will not be reclassified to profit or loss

 

 

 

 

 

Net unrealized losses on defined benefit pension plan

 

 

(12,426

)

 

 

 

(12,426

)

Other comprehensive income, net of tax

 

(388,995

)

(114,268

)

 

 

 

 

 

 

Total comprehensive income for the period, net of tax

 

(229,460

)

282,348

 

 

 

 

 

 

 

Total comprehensive income attributable to:

 

 

 

 

 

Owners of the parent

 

(226,189

)

260,488

 

Non-controlling interests

 

(3,271

)

21,860

 

 

 

(229,460

)

282,348

 

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

 



 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

in thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

Attributed to parent company’s interest

 

Total parent
company’s interest

 

Non-controlling
interests

 

Total
Shareholder’s Equity

 

 

 

 

 

 

 

 

 

Retained earnings

 

 

 

Other Reserves

 

 

 

 

 

 

 

 

 

Capital

 

Treasury
stocks

 

Capital
Reserve

 

Legal reserve

 

Tax Incentives
Reserve

 

Investments
and working
capital reserve

 

Pension Plan

 

Retained
earnings

 

Operations
with non-
controlling
interests

 

Gains and
losses on
available for
sale
securities

 

Gains and
losses on net
investment
hedge

 

Gains and
losses on
derivatives

 

Cumulative
translation
adjustment

 

Stock Option

 

 

 

 

 

 

 

Balance as of January 1, 2012

 

19,249,181

 

(237,199

)

11,597

 

407,615

 

428,465

 

7,799,159

 

(287,802

)

 

(1,726,674

)

1,696

 

(317,066

)

 

(386,029

)

54,526

 

24,997,469

 

1,522,334

 

26,519,803

 

2012 Changes in Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

369,589

 

 

 

 

 

 

 

369,589

 

27,027

 

396,616

 

Other comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

(11,678

)

 

 

 

162,473

 

1,145

 

(261,041

)

 

(109,101

)

(5,167

)

(114,268

)

Total comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

(11,678

)

369,589

 

 

 

162,473

 

1,145

 

(261,041

)

 

260,488

 

21,860

 

282,348

 

Shareholders transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury stocks

 

 

(44,932

)

 

 

 

 

 

 

 

 

 

 

 

 

(44,932

)

(700

)

(45,632

)

Stock option expenses recognized in the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,052

 

7,052

 

63

 

7,115

 

Stock option exercised during the period

 

 

1,398

 

 

 

 

(448

)

 

 

 

 

 

 

 

 

950

 

 

950

 

Effects of interest changes in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(22,446

)

(22,446

)

Supplementary dividend

 

 

 

 

 

 

211

 

 

 

 

 

 

 

 

 

211

 

 

211

 

Balance as of March 31, 2012 (Note 16)

 

19,249,181

 

(280,733

)

11,597

 

407,615

 

428,465

 

7,798,922

 

(299,480

)

369,589

 

(1,726,674

)

1,696

 

(154,593

)

1,145

 

(647,070

)

61,578

 

25,221,238

 

1,521,111

 

26,742,349

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2013 (Note 16)

 

19,249,181

 

(290,240

)

11,597

 

478,897

 

490,891

 

8,677,799

 

(467,377

)

 

(1,728,627

)

1,620

 

(681,793

)

(1,702

)

1,421,334

 

84,024

 

27,245,604

 

1,552,313

 

28,797,917

 

Net income

 

 

 

 

 

 

 

 

148,192

 

 

 

 

 

 

 

148,192

 

11,343

 

159,535

 

Other comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

 

 

 

 

68,780

 

482

 

(443,643

)

 

(374,381

)

(14,614

)

(388,995

)

Total comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

 

148,192

 

 

 

68,780

 

482

 

(443,643

)

 

(226,189

)

(3,271

)

(229,460

)

Stock option expenses recognized in the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,801

 

5,801

 

27

 

5,828

 

Stock option exercised during the period

 

 

2,748

 

 

 

 

(2,428

)

 

 

 

 

 

 

 

 

320

 

29

 

349

 

Effects of interest changes in subsidiaries

 

 

 

 

 

 

 

 

 

(8,741

)

 

 

 

 

 

(8,741

)

(89,679

)

(98,420

)

Dividends/interest on capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(963

)

(963

)

Balance as of March 31, 2013 (Note 16)

 

19,249,181

 

(287,492

)

11,597

 

478,897

 

490,891

 

8,675,371

 

(467,377

)

148,192

 

(1,737,368

)

1,620

 

(613,013

)

(1,220

)

977,691

 

89,825

 

27,016,795

 

1,458,456

 

28,475,251

 

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

 



 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

 

 

For the three-month period ended

 

 

 

Note

 

March 31, 2013

 

March 31, 2012

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net income for the period

 

 

 

159,535

 

396,616

 

Adjustments to reconcile net income for the period to net cash provided by operating activities

 

 

 

 

 

 

 

Depreciation and amortization

 

20

 

464,120

 

437,946

 

Equity in earnings of unconsolidated companies

 

8

 

(16,671

)

(30,885

)

Exchange variation, net

 

21

 

(21,414

)

(55,840

)

Losses on financial instruments, net

 

21

 

6,134

 

11,284

 

Post-employment benefits

 

 

 

30,601

 

37,911

 

Stock based remuneration

 

 

 

5,069

 

13,687

 

Income tax

 

7

 

(10,698

)

76,293

 

(Gains) Losses on disposal of property, plant and equipment and investments, net

 

 

 

(37,718

)

44

 

Allowance for doubtful accounts

 

 

 

8,793

 

9,667

 

Provision for tax, labor and civil claims

 

 

 

57,982

 

52,656

 

Interest income on investments

 

21

 

(13,394

)

(63,105

)

Interest expense on loans

 

21

 

202,030

 

188,356

 

Interest on loans with related parties

 

15

 

(1,352

)

(983

)

Provision for net realizable value adjustment in inventory

 

6

 

36,207

 

38,764

 

Release of allowance for inventory against cost upon sale of the inventory

 

6

 

(45,661

)

(9,917

)

 

 

 

 

823,563

 

1,102,494

 

Changes in assets and liabilities

 

 

 

 

 

 

 

Increase in trade accounts receivable

 

 

 

(811,737

)

(429,025

)

Decrease (Increase) in inventories

 

 

 

297,673

 

(413,105

)

Increase in trade accounts payable

 

 

 

44,533

 

49,076

 

Decrease (Increase) in other receivables

 

 

 

87,822

 

(65,007

)

Decrease in other payables

 

 

 

(68,170

)

(292,638

)

Dividends from jointly-controlled entities

 

 

 

822

 

9,290

 

Purchases of trading securities

 

 

 

(164,534

)

(442,335

)

Proceeds from maturities and sales of trading securities

 

 

 

467,542

 

1,530,985

 

Cash provided by operating activities

 

 

 

677,514

 

1,049,735

 

 

 

 

 

 

 

 

 

Interest paid on loans and financing

 

 

 

(190,339

)

(187,220

)

Income and social contribution taxes paid

 

 

 

(21,200

)

(47,146

)

Net cash provided by operating activities

 

 

 

465,975

 

815,369

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

9

 

(571,490

)

(691,254

)

Proceeds from sales of property, plant and equipment, investments and other intangibles

 

 

 

117,349

 

279

 

Additions to other intangibles

 

 

 

(27,311

)

(45,797

)

Advance for capital increase in jointly-controlled entity

 

 

 

 

(92,249

)

Payment for business acquisitions, net of cash of acquired entities

 

3.6

 

(27,238

)

 

Net cash used in investing activities

 

 

 

(508,690

)

(829,021

)

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Reduction of capital by non-controlling interests in subsidiaries

 

 

 

(59,385

)

(28,836

)

Purchase of treasury shares

 

 

 

 

(45,632

)

Proceeds from exercise of shares

 

 

 

2,748

 

950

 

Dividends and interest on capital paid

 

 

 

(36,422

)

(150,837

)

Proceeds from loans and financing

 

 

 

1,271,092

 

307,543

 

Repayment of loans and financing

 

 

 

(841,896

)

(210,143

)

Intercompany loans, net

 

 

 

(22,223

)

37,668

 

Increase in controlling interest in subsidiaries

 

3.6

 

(33,090

)

 

Put-Options on non-controlling interest

 

 

 

(599,195

)

 

Net cash used in financing activities

 

 

 

(318,371

)

(89,287

)

 

 

 

 

 

 

 

 

Exchange variation on cash and cash equivalents

 

 

 

(16,733

)

(14,913

)

 

 

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

 

 

(377,819

)

(117,852

)

Cash and cash equivalents at beginning of period

 

 

 

1,437,235

 

1,476,599

 

Cash and cash equivalents at end of period

 

 

 

1,059,416

 

1,358,747

 

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

NOTE 1 - GENERAL INFORMATION

 

Gerdau S.A. is a publicly traded corporation (sociedade anônima) with its corporate domicile in the city of Rio de Janeiro, Brazil. Gerdau S.A and subsidiaries (collectively referred to as the “Company”) are engaged in the production and sale of steel products from plants located in Brazil, Argentina, Chile, Colombia, Guatemala, Mexico, Peru, Dominican Republic, Uruguay, Venezuela, United States, Canada, Spain, and India. The Company started its path of expansion over a century ago and it is one of the main players in the process of consolidating the global steel industry. The Company produces common long steel, special steels and flat steels, primarily through a production process which utilizes electric furnaces along with scrap and pig iron that are mostly purchased in the region in which each plant operates (mini-mill concept), but also produces steel from iron ore (through blast furnaces and direct reduction).  The Company’s products serve the sectors of civil construction, industry, automotive and agriculture.

 

The Condensed Consolidated Interim Financial Statements of the Company were approved by the Disclosure Committee on May 06, 2013.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

 

2.1 - Basis of Presentation

 

The Company’s Condensed Consolidated Interim Financial Statements for the three-month period ended March 31, 2013 have been prepared in accordance with International Accounting Standard (IAS) Nº 34, which establishes the content of condensed interim financial statements. These Condensed Consolidated Interim Financial Statements should be read in conjunction with the Consolidated Financial Statements of Gerdau S.A., as of December 31, 2012, which were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board - IASB.

 

The preparation of the Condensed Consolidated Interim Financial Statements in accordance with IAS 34 requires Management to make accounting estimates. The Condensed Consolidated Interim Financial Statements have been prepared using the historical cost as its basis, except for the valuation of certain financial instruments and biological assets, which are measured at fair value.

 

The same accounting policies and methods of calculation were used in these Condensed Consolidated Interim Financial Statements as they were applied in the Consolidated Financial Statements as of December 31, 2012, except, where applicable, for the impact of the adoption of standards and interpretations of rules described below:

 

2.2 — New IFRS and Interpretations of the IFRIC (International Financial Reporting Interpretations Committee)

 

Some new IASB accounting procedures and IFRIC interpretations were issued and/or reviewed and have their optional or mandatory adoption for the period beginning on January 1, 2013. The Company’s assessment on the impact of these new procedures and interpretations is as follows:

 

Standards and Interpretations in force

 

IFRS 10 — Consolidated Financial Statements

 

In May 2011, the IASB issued IFRS 10. This standard establishes the principles for presentation and preparation of consolidated financial statements when an entity controls one or more entities. This standard is effective for annual reporting periods beginning on or after January 1, 2013. The changes of this standard did not impact the Company’s Financial Statements.

 

IFRS 11 — Joint Arrangements

 

In May 2011, the IASB issued IFRS 11. This standard addresses aspects related to the accounting treatment for jointly-controlled entities and joint operations. This standard also limits the use of proportional consolidation just for joint operations, and also establishes the equity accounting method as the only method acceptable for joint ventures. This standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company has already adopted the equity accounting method for investments in associates and jointly-controlled entities and has not performed the

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

consolidation of these investments. As a result, the changes of this standard did not impact the Company’s Financial Statements.

 

IFRS 12 — Disclosure of Interests in Other Entities

 

In May 2011, the IASB issued IFRS 12. This standard addresses aspects related to the disclosure of nature of risks related to interests owned in subsidiaries, jointly-controlled entities and associate companies. This standard is effective for annual reporting periods beginning on or after January 1, 2013. The changes of this standard did not impact the Company’s Financial Statements.

 

IFRS 13 — Fair Value Measurement

 

In May 2011, the IASB issued IFRS 13. This standard establishes fair value and consolidates in a single standard the aspects of fair value measurement and establishes the requirements of disclosure related to fair value. This standard is effective for annual reporting periods beginning on or after January 1, 2013. The changes of this standard did not impact the Company’s Financial Statements.

 

IAS 28 — Investments in Associates and Joint Ventures

 

In May 2011, the IASB revised IAS 28. The change in IAS 28 addresses aspects related to investments in associate companies and establishes the rules for using the equity accounting method for investments in associate companies and jointly-controlled entities. The revised standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company already adopted the equity accounting method for its investments in associate companies and jointly-controlled entities and the changes of this standard did not impact the Company’s Financial Statements.

 

IAS 19 — Employee Benefits

 

In June 2011, the IASB revised IAS 19. The most significant modification refers to recognizing the changes on defined benefit obligations and plan assets. The modifications require the recognition of changes in defined benefit obligations and fair value of plan assets as they occur, and therefore the elimination of the “corridor approach” allowed in the previous version of IAS 19 and the advanced recognition of past service costs. Additionally, the amendments require that all actuarial gains and losses be recognized immediately through other comprehensive income so that the net asset or liability of the pension plan is recognized in its Consolidated Financial Statements to reflect the full amount of the plan deficit or surplus. The revised standard is effective for annual reporting periods beginning on or after January 1, 2013. The changes of this standard did not impact the Company’s Financial Statements.

 

IAS 1 — Presentation of Items of Other Comprehensive Income

 

In June 2011, the IASB revised IAS 1. The change in IAS 1 addresses aspects related to disclosure of other comprehensive income items and establishes the need to separate items which will not be further reclassified to the net income and items that can be further reclassified to the net income. The revised standard is effective for annual reporting periods beginning on or after July 1, 2012. The Company changed the presentation of its statement of comprehensive income and started to present its comprehensive income items into “Items that may be reclassified subsequently to profit or loss” and “Items that will not be reclassified to profit or loss”.

 

IFRIC 20 — Stripping Costs in the Production Phase of a Surface Mine

 

In October 2011, the IASB issued the IFRIC 20. This interpretation addresses aspects related to the accounting treatment of stripping costs in the production phase of a surface mine. This interpretation is effective for annual reporting periods beginning on or after January 1, 2013. The changes of this standard did not impact the Company’s Financial Statements.

 

IFRS 7 — Disclosures — Offsetting Financial Assets and Financial Liabilities — Amendments to IFRS 7

 

In December 2011, the IASB revised IFRS 7. This amendment addresses disclosure issues related to the offsetting of financial assets and liabilities including rights and evaluates its effects. This standard is effective for annual periods beginning on or after January 1, 2013. The changes of this standard did not impact the Company’s Financial Statements.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

IFRS 1 — First-time Adoption of International Financial Reporting Standards — Government Loans

 

In March 2012, the IASB revised IFRS 1. This change of IFRS 1 addresses an exception for the retrospective adoption of requirements of IFRS 9 and IAS 20 in government loans that are in place in the IFRS transition date. This standard is effective for annual reporting periods beginning on or after January 1, 2013. The changes of this standard did not impact the Company’s Financial Statements since it already adopted IFRS 1.

 

IFRS Annual improvements of May 2012

 

In May 2012, the IASB revised the standards IFRS 1, IAS 1, IAS 16, IAS 32, IFRIC 2 and IAS 34. These revised standards are effective for years beginning on or after January 1, 2013. The changes of these standards did not impact the Company’s Financial Statements.

 

IFRS 10, IFRS 11 and IFRS 12 — Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance — Amendments to IFRS 10, IFRS 11 and IFRS 12

 

In June 2012, the IASB revised IFRS 10, IFRS 11 and IFRS 12, which address aspects related to the first time adoption of these standards and aspects related to adjustments to comparative disclosures. These revised standards are effective for years beginning on or after January 1, 2013. The changes of these standards did not impact the Company’s Financial Statements.

 

Standards and Interpretations of standards not yet in force

 

IFRS 9 — Financial Instruments

 

In November 2009, the IASB issued IFRS 9, which has the objective of replacing the standard IAS 39 Financial Instruments: Recognition and Measurement, in three stages. This standard is the first part of stage 1 of the IAS 39 replacement and addresses the classification and measurement of financial assets. In October 2010, the IASB added to this standard the requirements for classification and measurement of financial liabilities. This standard and its subsequent change are effective for annual reporting periods beginning on or after January 1, 2015. The Company is assessing the potential impacts from the adoption of this standard on the Company’s Financial Statements.

 

IFRS 9 and IFRS 7 — Mandatory Effective Date and Transition Disclosures — Amendments to IFRS 9 and IFRS 7

 

In December 2011 the IASB revised IFRS 9 and 7. The amendment of IFRS 9 deals with the extension of the adoption date from January 1, 2013 to January 1, 2015. The amendment of IFRS 7 addresses issues relating to disclosure about the transition from IAS 39 to IFRS 9 and aspects related to the restatement of the comparative periods at the date of adoption of this statement. The Company does not expect any impact of adopting these revised standards on its Consolidated Financial Statements.

 

IAS 32 — Offsetting Financial Assets and Financial Liabilities — Amendments to IAS 32

 

In December 2011, the IASB revised IAS 32. The amendment of this standard addresses issues related to the offsetting of financial assets and liabilities. This standard is effective for annual periods beginning on or after January 1, 2014. The Company does not expect any impact of adopting this revised standard on its Consolidated Financial Statements.

 

IFRS 10, IFRS 12 and IFRS 27 — Investment Entities

 

In October 2012, the IASB issued a revised IFRS 10, IFRS 12 and IAS 27, which define an investment entity and introduce an exception to consolidation of subsidiaries by an investment entity, establishing the accounting treatment in these cases. These revised standards are effective for years beginning on or after January 1, 2014. The Company does not expect any impact of adopting these revised standards on its Consolidated Financial Statements.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

NOTE 3 — CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

3.1 - Subsidiaries

 

The Company did not have material changes of participation in subsidiaries for the period ended March 31, 2013, compared to those existing on December 31, 2012, except by the operation described at Note 3.4, 3.5 and 13.f

 

3.2 - Jointly-Controlled Entities

 

The Company did not have material changes of participation in jointly-controlled entities for the period ended March 31, 2013, compared to those existing on December 31, 2012.

 

3.3 — Associate companies

 

The Company did not have material changes in investments in associated companies for the period ended March 31, 2013, compared to those existing in December 31, 2012, except for the selling, on March 25, 2013, of the entire interest in the associate Maco Holdings Ltda., which is an entity that holds pine reforestation assets in the state of Santa Catarina, for the related party Açoter Participações Ltda. The sale price was R$ 104.9 million. This amount was determined based on valuation, carried out by independent specialized companies, of the fair value of assets and liabilities that comprise the equity of Maco and resulted in a gain of R$ 30,527 presented in the Statement of Income in the row “Other operating income”.

 

3.4 — Acquisition of control of an entity

 

On January 31, 2013, the Company acquired certain operating assets and assumed certain operating liabilities from Cycle Systems, Inc (“Cycle Systems”) in the amount of US$ 13,699 thousands (equivalent to R$ 27,238 at the acquisition date). Cycle Systems, headquartered in Roanoke, Va. operates nine scrap yard locations throughout Virginia, including a “Shredder” and a number of feeder yards, processing approximately 185,000 tons of scrap per year.

 

The table below summarizes the preliminary fair value measurements of the assets acquired and liabilities at the acquisition date:

 

 

 

Book Value

 

Fair Value
Adjustments

 

Fair Value Upon
acquisition

 

Current assets

 

13,919

 

 

13,919

 

Property, Plant and Equipment

 

17,280

 

 

17,280

 

Goodwill

 

 

1,006

 

1,006

 

Current liabilities

 

(4,967

)

 

(4,967

)

Net assets (liabilities) acquired

 

26,232

 

1,006

 

27,238

 

 

Amounts related to net sales and accounts receivables, attributed to Cycle Systems and included in the Company’s Consolidated Financial Statements since the acquisition date are not material. Cycle Systems, since the acquisition date until March 31, 2013, generated a net loss of R$ 2.6 million. In addition, the amount of net sales and net profit generated by this entity during the period ended on March 31, 2013, had it been acquired at the beginning of that period, would not have been material.

 

3.5 — Acquisition of additional interest in subsidiaries

 

a) Gerdau Steel India Ltd.

 

The Company acquired an additional interest of 4.14% in subsidiary Gerdau Steel India Ltd. (formerly named Kalyani Gerdau Steel Ltd.). The amount paid for the transaction was R$ 18,151 and, as a result of the transaction and in accordance with IAS 27, the Company recognized in equity, under the row “Effects of interest changes in subsidiaries”, the amount R$ 8,090, which is the difference between the amount paid and the amount of the non-controlling interests in the net assets acquired.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

b) Gerdau Hungria Holdings LLC

 

The Company acquired an additional interest of 1% in the subsidiary Gerdau Hungria Holdings LLC. The amount paid was R$ 14,939 and, as a result of the transaction and in accordance with IAS 27, the Company recognized in equity, under the row “Effects of interest changes in subsidiaries”, the amount of R$ (385), which is the difference between the amount paid and the amount of the non-controlling interests in the net assets acquired.

 

3.6 — Total cash paid for business combinations and interest increases in already controlled subsidiaries

 

 

 

March 31, 2013

 

March 31, 2012

 

Companies / interest acquired

 

 

 

 

 

Acquisition of control

 

 

 

 

 

Cycle Systems Inc.

 

27,238

 

 

 

 

27,238

 

 

 

 

 

 

 

 

Interest increase in subsidiaries

 

 

 

 

 

Gerdau Steel India Ltd.

 

18,151

 

 

Gerdau Hungria Holdings LLC

 

14,939

 

 

 

 

33,090

 

 

 

NOTE 4 — CASH AND CASH EQUIVALENTS, AND SHORT AND LONG-TERM INVESTMENTS

 

Cash and cash equivalents

 

 

 

March 31, 2013

 

December 31, 2012

 

Cash

 

9,142

 

6,377

 

Banks and immediately available investments

 

1,050,274

 

1,430,858

 

Cash and cash equivalents

 

1,059,416

 

1,437,235

 

 

Short term investments

 

 

 

March 31, 2013

 

December 31, 2012

 

Held for trading

 

772,299

 

1,059,605

 

Short-term investments

 

772,299

 

1,059,605

 

 

Held for Trading

 

Held for trading securities include Bank Deposit Certificates and marketable securities investments, which are stated at their fair value. Income generated by these investments is recorded as financial income.

 

NOTE 5 — ACCOUNTS RECEIVABLE

 

 

 

March 31, 2013

 

December 31, 2012

 

Trade accounts receivable - in Brazil

 

1,720,463

 

1,227,610

 

Trade accounts receivable - exports from Brazil

 

170,202

 

300,669

 

Trade accounts receivable - foreign subsidiaries

 

2,663,127

 

2,252,488

 

(-) Allowance for doubtful accounts

 

(103,364

)

(85,386

)

 

 

4,450,428

 

3,695,381

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

NOTE 6 - INVENTORIES

 

 

 

March 31, 2013

 

December 31, 2012

 

Finished products

 

3,344,043

 

3,555,116

 

Work in progress

 

1,952,764

 

1,961,380

 

Raw materials

 

1,923,025

 

2,188,582

 

Storeroom supplies

 

962,613

 

1,038,708

 

Advances to suppliers

 

256,532

 

159,594

 

Imports in transit

 

251,300

 

285,474

 

(-) Allowance for adjustments to net realizable value

 

(153,751

)

(167,312

)

 

 

8,536,526

 

9,021,542

 

 

The allowance for adjustment to net realizable value is mainly related to the reduction in cost, or the adjustment to market, of certain raw materials acquired by the Company and that had a decrease in the sale price of finished products. Based on the estimated production costs to convert these raw materials to finished products, the resulting estimated finish product cost was in excess of the estimated sales price less estimated cost of sales, thus, the Company recognized adjustments to net realizable values, as follows:

 

Balance as of January 1, 2012

 

(98,711

)

Provision for adjustments to net realizable value

 

(141,121

)

Reversal of adjustments to net realizable value

 

86,710

 

Exchange rate variation

 

(14,190

)

Balance as of December 31, 2012

 

(167,312

)

Provision for adjustments to net realizable value

 

(36,207

)

Reversal of adjustments to net realizable value

 

45,661

 

Exchange rate variation

 

4,107

 

Balance as of March 31, 2013

 

(153,751

)

 

Inventories are insured against fire and flooding. The insurance coverage is based on the amounts and risks involved.

 

During the three-month period ended on March 31, 2013 the amounts of R$ 8,257,339 and R$ 447,634 (R$ 8,092,895 and R$ 476,266 as of March 31, 2012), respectively were recognized as cost of sales and freights in the condensed consolidated interim financial statements.

 

For the three-month period ended on March 31, 2013, the cost of sales include the amounts of R$ 36,207 (R$ 38,764 as of March 31, 2012) related to the provision for adjustments to net realizable value of inventories and R$ 45,661 (R$ 9,917 as of March 31, 2012) related to the reversal of adjustments to net realizable value of inventories.

 

NOTE 7 — INCOME AND SOCIAL CONTRIBUTION TAXES

 

The Company’s subsidiaries in Brazil used R$ 3,215 for the three-month period ended on March 31, 2013, (R$ 1,646 for the three-month period ended on March 31, 2012) of tax incentives in the form of income tax credits, related to technological innovation, funds for the rights of children and adolescents, PAT (Workers’ Meal Program), and cultural and artistic activities. The units of the subsidiary Gerdau Aços Longos S.A., located in the northeast region of Brazil, will receive until 2013, a 75% reduction in income tax on operating profit, which represents R$ 554 for the three-month period ended on March 31, 2013 (R$ 0 for the three-month period ended on March 31, 2012). The respective tax incentives were recorded directly in the income and social contribution tax account in the statement of income.

 

As of March 31, 2013, the Company had tax loss carryforwards arising from its operations in Brazil of R$ 656,808 for income tax (R$ 539,676 as of December 31, 2012) and R$ 1,412,489 for social contribution tax (R$ 1,252,564 as of December 31, 2012), representing a deferred tax asset of R$ 291,326 (R$ 247,650 as of December 31, 2012). The Company believes that the amounts will be realized based on future taxable income. In addition to these deferred tax assets,

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

the Company has not recorded a portion of the tax asset of R$ 201,330 (R$ 195,280 as of December 31, 2012), due to the Company’s inability to use the tax loss carryforwards in its subsidiaries. Notwithstanding, these tax loss carryforwards do not have an expiration date.

 

On January 1, 2013, the subsidiary Gerdau Ameristeel amalgamated with Gerdau Steel North America, Inc. (GSNAI) and as a result of the amalgamation, the Company has included R$ 21,381 of additional deferred tax asset related to tax loss carryforwards. As of March 31, 2013 and December 31, 2012, the subsidiary Gerdau Ameristeel had a deferred tax asset of R$ 165,504 and R$ 151,920, respectively, for tax loss carry forwards in Canada. These tax loss carryforwards expire on various dates between 2025 and 2032. The subsidiary believes it is probable that these deferred tax benefits will be realized through the generation of future taxable income and, historically, the subsidiary has been able to generate sufficient taxable income to utilize tax benefits associated with previous tax loss carry forwards.

 

As of March 31, 2013, the subsidiary Gerdau Ameristeel had R$ 259,790 (R$ 142,673 on December 31, 2012) of tax losses over capital losses for which no deferred tax assets were recognized. Part of this amount, R$ 134,510, is derived from tax losses related to the amalgamation with GSNAI and also from foreign currency transactions. The remaining balance relates primarily to long-term investment losses recognized by Gerdau Ameristeel and currently does not have an expiration date, except for the amounts of R$ 68,771 and R$ 1,643 included in the balance sheet as of March 31, 2013 that expire on 2015 and 2016, respectively (R$ 69,786 and R$ 1,667 as of December 31, 2012). The subsidiary had several state tax losses totaling R$ 145,336 (R$ 144,982 at March 31, 2012), which have not been recognized and expire at various dates between 2013 and 2032. The subsidiary also had R$ 91,141 as of March 31, 2013 (R$ 92,485 as of December 31, 2012) of state tax credits which have not been recognized in the Consolidated Balance Sheets. These credits expire at various dates between 2015 and 2018, except for an amount of R$ 6,279 (R$ 6,372 at December 31, 2012), which does not have an expiration date.

 

In Brazil, income taxes include the federal income tax (IR) and social contribution (CS), which represent an additional federal income tax. The applicable tax rates for income tax and social contribution are 25% and 9%, respectively, for the period of three months ended on March 31, 2013 and 2012. Beyond the domestic tax rates mentioned above, the Company is also subject to taxes on income in its subsidiaries abroad, which tax rate ranges between 20% and 38.5%. The difference between the tax rates in Brazil and the tax rates in other countries are presented in the reconciliation of income tax and social contribution adjustments on net income in the line “difference in tax rates in foreign companies”.

 

Reconciliation of income tax (IR) and social contribution (CS) adjustments on the net income:

 

 

 

For the three-month period ended

 

 

 

March 31, 2013

 

March 31, 2012

 

Income before income taxes

 

148,837

 

472,909

 

Statutory tax rates

 

34

%

34

%

Income and social contribution taxes at statutory rates

 

(50,605

)

(160,789

)

Tax adjustment with respect to:

 

 

 

 

 

- Difference in tax rates in foreign companies

 

(23,297

)

(26,761

)

- Equity in earnings of unconsolidated companies

 

5,668

 

10,501

 

- Interest on equity

 

328

 

 

- Tax credits and incentives

 

3,761

 

1,591

 

- Tax deductible goodwill recorded in statutory books

 

89,707

 

89,707

 

- Other permanent differences, net

 

(14,864

)

9,458

 

Income and social contribution taxes

 

10,698

 

(76,293

)

Current

 

(73,594

)

(126,731

)

Deferred

 

84,292

 

50,438

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

NOTE 8 — INVESTMENTS

 

I) Associates and jointly-controlled entities

 

 

 

Joint Ventures

 

Associate companies

 

 

 

 

 

 

 

Joint Ventures
North America (a)

 

Gerdau Corsa
S.A.P.I. de C.V.

 

Kalyani
Gerdau Steel
Ltd.

 

Dona Francisca
Energética S.A.

 

Armacero
 Ind. Com. Ltda.

 

Grupo
Multisteel
Business
Holdings Corp.

 

Corsa
Controladora
S.A. de C.V.

 

Corporación
Centro
Americana del
Acero, S.A.

 

Maco Holdings
Ltda.

 

Others

 

Goodwill (b)

 

Total

 

Balance as of January 1, 2012

 

266,520

 

49,488

 

(4,723

)

106,726

 

19,784

 

179,961

 

83,691

 

138,366

 

104,045

 

1,290

 

410,143

 

1,355,291

 

Equity in earnings

 

28,757

 

(5,957

)

(17,102

)

18,335

 

(548

)

(17,501

)

5,689

 

(10,344

)

7,024

 

 

 

8,353

 

Cumulative Translation Adjustment

 

25,420

 

8,476

 

(19,436

)

 

4,090

 

14,735

 

14,392

 

13,854

 

 

 

44,616

 

106,147

 

Capital increase

 

 

 

159,592

 

 

 

 

 

 

 

 

 

159,592

 

Dividends/Interest on equity

 

(42,486

)

 

 

(3,280

)

 

 

 

 

(11,292

)

 

 

(57,058

)

Reclassification of goodwill upon acquisition of control

 

 

 

28,389

 

 

 

 

 

 

 

 

(28,389

)

 

Acquisition of control (note 3.4)

 

 

 

(146,720

)

 

 

 

 

 

 

 

 

(146,720

)

Balance as of December 31, 2012

 

278,211

 

52,007

 

 

121,781

 

23,326

 

177,195

 

103,772

 

141,876

 

99,777

 

1,290

 

426,370

 

1,425,605

 

Equity in earnings

 

15,594

 

(1,370

)

 

4,507

 

(22

)

(894

)

(2,407

)

 

1,263

 

 

 

16,671

 

Cumulative Translation Adjustment

 

(4,657

)

2,064

 

 

 

(1

)

523

 

4,196

 

(1,144

)

 

 

3,017

 

3,998

 

Capital reduction

 

 

 

 

 

 

 

 

 

(26,663

)

 

 

(26,663

)

Acquisition/Disposal of investment

 

 

 

 

 

 

 

 

 

(74,377

)

 

 

(74,377

)

Dividends

 

(822

)

 

 

 

 

 

 

 

 

 

 

(822

)

Balance as of March 31, 2013

 

288,326

 

52,701

 

 

126,288

 

23,303

 

176,824

 

105,561

 

140,732

 

 

1,290

 

429,387

 

1,344,412

 

 


a) Joint Ventures North America

 

Companies: Gallatin Steel Company, Bradley Steel Processors and MRM Guide Rail.

 

b) Goodwill

 

 

 

March 31, 2013

 

December 31, 2012

 

Dona Francisca Energética S.A.

 

17,071

 

17,071

 

Grupo Multisteel Business Holdings Corp.

 

45,469

 

46,195

 

Corsa Controladora S.A. de C.V.

 

169,934

 

163,269

 

Corporación Centroamericana del Acero, S.A.

 

196,913

 

199,835

 

 

 

429,387

 

426,370

 

 

NOTE 9 — PROPERTY, PLANT AND EQUIPMENT

 

a) Summary of changes in property, plant and equipment — during the three-month period ended on March 31, 2013, acquisitions amounted to R$ 571,491 (R$ 691,254 as of March 31, 2012), and disposals amounted to R$ 5,254 (R$ 323 as of March 31, 2012).

 

b) Capitalized borrowing costs — borrowing costs capitalized during the three-month period ended March 31, 2013 amounted to R$ 26,509 (R$ 18,975 as of March 31, 2012).

 

c) Guarantees — property, plant and equipment have been pledged as collateral for loans and financing in the amount of R$ 196,336 as of March 31, 2013 (R$ 525,220 as of December 31, 2012).

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

NOTE 10 — GOODWILL

 

 

 

Goodwill

 

Accumulated
impairment losses

 

Goodwill after
Impairment losses

 

Balance as of January 1, 2012

 

9,370,268

 

(214,479

)

9,155,789

 

(+/-) Foreign exchange effect

 

855,606

 

(17,371

)

838,235

 

(+) Reclassification upon acquisition of control

 

28,389

 

 

28,389

 

(+) Additions

 

10,983

 

 

10,983

 

Balance as of December 31, 2012

 

10,265,246

 

(231,850

)

10,033,396

 

(+/-) Foreign exchange effect

 

(202,946

)

6,614

 

(196,332

)

(+) Additions

 

1,006

 

 

1,006

 

Balance as of March 31, 2013

 

10,063,306

 

(225,236

)

9,838,070

 

 

 

 

March 31, 2013

 

December 31, 2012

 

Brazil

 

511,776

 

513,711

 

Special Steels

 

2,197,975

 

2,239,566

 

Latin America

 

714,164

 

770,843

 

North America

 

6,414,155

 

6,509,276

 

 

 

9,838,070

 

10,033,396

 

 

NOTE 11 — LOANS AND FINANCING

 

Loans and financing are as follows:

 

 

 

Annual charges (*)

 

March 31, 2013

 

December 31, 2012

 

Short term financing in Brazilian reais

 

 

 

 

 

 

 

Working capital

 

5.95

%

399,847

 

393,579

 

Short term financing in foreign currency

 

 

 

 

 

 

 

Working capital (US$)

 

1.70

%

1,719,994

 

943,790

 

Working capital (€)

 

2.93

%

91,641

 

64,190

 

Working capital (Clp$)

 

1.45

%

9,968

 

2,096

 

Working capital (Cop$)

 

7.12

%

231,942

 

172,105

 

Working capital (PA$)

 

14.06

%

28,643

 

38,102

 

Working capital (Mxn$)

 

6.53

%

222,025

 

180,414

 

Financing of property, plant and equipment and others (US$)

 

2.49

%

9,844

 

6,764

 

Financing of investment (INR)

 

10.80

%

4,699

 

5,133

 

 

 

 

 

2,718,603

 

1,806,173

 

Plus current portion of long-term financing

 

 

 

461,483

 

518,201

 

Short term financing plus current portion of long-term financing

 

 

 

3,180,086

 

2,324,374

 

 

 

 

 

 

 

 

 

Long-term financing in Brazilian reais

 

 

 

 

 

 

 

Working capital

 

9.46

%

261,887

 

263,774

 

Financing of property, plant and equipment

 

7.42

%

1,550,465

 

1,610,981

 

Financing of investment

 

7.15

%

4,982

 

4,974

 

Long-term financing in foreign currency

 

 

 

 

 

 

 

Working capital (US$)

 

2.64

%

800,922

 

1,318,628

 

Working capital (€)

 

2.93

%

43,088

 

56,154

 

Working capital (Mxn$)

 

6.53

%

24,480

 

27,956

 

Working capital (COP$)

 

7.15

%

229,768

 

248,924

 

Working capital (PA$)

 

14.06

%

415

 

618

 

Ten Year Bonds (US$)

 

6.71

%

8,131,994

 

8,274,411

 

Advances on export contracts (US$)

 

5.91

%

37,261

 

54,356

 

Financing of investment (US$)

 

4.75

%

136,197

 

188,178

 

Financing of investment (INR)

 

10.80

%

203,379

 

143,276

 

Financing of property, plant and equipment and others (US$)

 

3.19

%

340,884

 

51,839

 

 

 

 

 

11,765,722

 

12,244,069

 

Less: current portion

 

 

 

(461,483

)

(518,201

)

Long term financing minus current portion

 

 

 

11,304,239

 

11,725,868

 

Total financing

 

 

 

14,484,325

 

14,050,242

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 


(*) Weighted average effective interest costs on March 31, 2013.

 

Loans and financing denominated in Brazilian Reais are indexed to the TJLP (long-term interest rate, which is established quarterly by the Federal Government for adjusting long-term loans granted by the BNDES - National Bank for Economic and Social Development), or to the IGP-M (general market price index, a Brazilian inflation rate measured by Fundação Getúlio Vargas).

 

Summary of loans and financing by currency:

 

 

 

March 31, 2013

 

December 31, 2012

 

Brazilian Real (R$)

 

2,217,181

 

2,273,308

 

U.S. Dollar (US$)

 

11,177,096

 

10,837,966

 

Euro (€)

 

134,729

 

120,344

 

Colombian Peso (Cop$)

 

461,710

 

421,029

 

Argentine Peso (PA$)

 

29,058

 

38,720

 

Chilean Peso (Clp$)

 

9,968

 

2,096

 

Mexican Peso (Mxn$)

 

246,505

 

208,370

 

Indian rupee (INR)

 

208,078

 

148,409

 

 

 

14,484,325

 

14,050,242

 

 

Timeline of installment payments of long-term loans and financing is as follows:

 

 

 

March 31, 2013

 

December 31, 2012

 

2014 (*)

 

876,976

 

1,054,654

 

2015

 

746,743

 

1,113,093

 

2016

 

543,227

 

326,199

 

2017

 

3,302,723

 

3,330,154

 

2018 and after

 

5,834,570

 

5,901,768

 

 

 

11,304,239

 

11,725,868

 

 


(*) For the period as of March 31, 2013, the amounts represents payments from April 01, 2014 to December 31, 2014.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

a) Covenants

 

Certain debt agreements contain financial covenants as a tool used by creditors to monitor the Company’s financial position. The following is a brief description of the financial covenants required under the Company’s debt agreements.

 

I) Consolidated Interest Coverage Ratio — measures the interest expense payment capacity in relation to EBITDA (Earnings before Interest, Taxes, Depreciation, Amortization, Impairment and Restructuring Costs) as defined in the bank agreements. The contractual ratio indicates that the EBITDA for the last 12 months should represent at least 3 times of the interest expense of the same period. As of March 31, 2013 such covenant was 3.6 times;

 

II) Consolidated Leverage Ratio — measures the level of gross debt in relation to EBITDA as defined in the bank agreements. The contractual ratio indicates that the gross debt should not surpass 4 times the EBITDA for the last 12 months. As of March 31, 2013 such covenant was 3.8 times;

 

III) Current Ratio — measures the company’s ability in fulfilling its short term obligations. The contractual terms indicate that the ratio of Current Assets divided by Current Liabilities must be greater than 0.8 times. As of March 31, 2013 the current ratio was 1.7 times.

 

All covenants described above are calculated based on the IFRS Consolidated Financial Statements of Gerdau S.A., except item III, which refers to Metalúrgica Gerdau S.A. and has been met. The penalty for non-compliance with such financial covenants is the possibility of a declaration of default by the creditors which could cause the loans to become currently due and payable.

 

The Company has established new financial covenant standards in which cash, cash equivalents and financial net sales are considered in the ratios calculations. In accordance with this new strategy, any new financial agreement of the Company and its subsidiaries, which has financial covenants, follows the new standard. The new financial covenants standard is: Net Debt / EBITDA must be less than or equal to 4 and EBITDA / Net Financial Expenses must be greater than or equal to 3. As of March 31, 2013, the Net Debt / EBITDA was 3.3 times and the EBITDA / Net financial expense was 4.9 times.

 

Based on the Company’s internal forecasts, the Company does not expect to be in breach of any of the financial covenants over the next twelve months.  Nevertheless, this forecast can be affected positive or negatively by global economics and the steel market.

 

NOTE 12 — DEBENTURES

 

 

 

General

 

Quantity as of March 31, 2013

 

 

 

 

 

 

 

Issuance

 

Meeting

 

Issued

 

Held in treasury

 

Maturity

 

March 31, 2013

 

December 31, 2012

 

3rd- A and B

 

May 27,1982

 

144,000

 

121,509

 

06/01/2021

 

86,941

 

90,540

 

7th

 

July 14, 1982

 

68,400

 

50,632

 

07/01/2022

 

88,877

 

117,936

 

8th

 

November 11, 1982

 

179,964

 

133,267

 

05/02/2013

 

152,606

 

257,979

 

9th

 

June 10, 1983

 

125,640

 

47,622

 

09/01/2014

 

32,538

 

30,948

 

11th - A and B

 

June 29, 1990

 

150,000

 

129,443

 

06/01/2020

 

97,478

 

120,910

 

Total Consolidated

 

 

 

 

 

 

 

 

 

458,440

 

618,313

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

152,606

 

257,979

 

Non-current

 

 

 

 

 

 

 

 

 

305,834

 

360,334

 

 

Maturities of long-term amounts are as follows:

 

 

 

March 31, 2013

 

December 31, 2012

 

2014 (*)

 

32,538

 

30,948

 

2020 on

 

273,296

 

329,386

 

 

 

305,834

 

360,334

 

 


(*) For the period as of March 31, 2013, the amounts represents payments from April 01, 2014 to December 31, 2014.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

The debentures are denominated in Brazilian Reais, are nonconvertible, and pay variable interest as a percentage of the CDI — Interbank Deposit Certificate. The average notional annual interest rate was 1.61% and 2.45% for the three-month period ended on March 31, 2013 and March 31, 2012, respectively.

 

NOTE 13 - FINANCIAL INSTRUMENTS

 

a) General considerations - Gerdau S.A. and its subsidiaries enter into transactions with financial instruments whose risks are managed by means of strategies and exposure limit controls. All financial instruments are recorded in the accounting books and presented as cash and cash equivalents, short-term investments, trade accounts receivable, trade accounts payable, Ten Years bonds, other financing, payroll and related liabilities, debentures, related-party transactions, unrealized gains on derivatives, unrealized losses on derivatives, other current assets, other non-current assets, other current liabilities and other non-current liabilities.

 

The Company has derivatives and non-derivative instruments, such as the hedge for some operations under hedge accounting. These operations are non-speculative in nature and are intended to protect the company against exchange rate fluctuations on foreign currency loans and against interest rate fluctuations.

 

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

 

 

 

March 31, 2013

 

December 31, 2012

 

 

 

Book

 

Fair

 

Book

 

Fair

 

 

 

value

 

value

 

value

 

value

 

Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

1,059,416

 

1,059,416

 

1,437,235

 

1,437,235

 

Short-term investments

 

772,299

 

772,299

 

1,059,605

 

1,059,605

 

Trade accounts receivable

 

4,450,428

 

4,450,428

 

3,695,381

 

3,695,381

 

Related parties

 

156,071

 

156,071

 

132,478

 

132,478

 

Unrealized gains on derivatives

 

3,044

 

3,044

 

 

 

Other current assets

 

239,984

 

239,984

 

259,886

 

259,886

 

Other non-current assets

 

230,653

 

230,653

 

231,130

 

231,130

 

Liabilities

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

3,020,181

 

3,020,181

 

3,059,684

 

3,059,684

 

Ten Year Bonds

 

8,274,411

 

9,268,071

 

8,274,411

 

9,390,609

 

Other financing

 

6,209,914

 

6,209,914

 

5,775,831

 

5,775,831

 

Payroll and related liabilities

 

460,666

 

460,666

 

558,634

 

558,634

 

Debentures

 

458,440

 

458,440

 

618,313

 

618,313

 

Related parties

 

11

 

11

 

15

 

15

 

Other current liabilities

 

347,735

 

347,735

 

358,673

 

358,673

 

Other non-current liabilities

 

254,653

 

254,653

 

271,818

 

271,818

 

Put options on non controlling interest

 

 

 

607,760

 

607,760

 

Unrealized losses on derivatives

 

6,459

 

6,459

 

8,199

 

8,199

 

 

The fair value of the Ten-Year bond Securities is based on quotations in the secondary market for these securities.

 

All other financial instruments, which are recognized in the Condensed Consolidated Interim Financial Statements at their carrying amount, are substantially similar to those that would be obtained if they were traded in the market. However, because there is no active market for these instruments, differences could exist if they were settled in advance.

 

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

 

Price risk of commodities: this risk is related to the possibility of changes in prices of the products sold by the Company or in prices of raw materials and other inputs used in the productive process.  Since the Company operates in a commodity market, their net sales and cost of sales may be affected by changes in the international prices of their products or materials. In order to minimize this risk, the Company constantly monitors the price variations in the domestic and international markets.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

Interest rate risk: this risk arises from the possibility of losses (or gains) due to fluctuations in interest rates applied to the Company’s financial liabilities or assets and future cash flows and income. The Company evaluates its exposure to these risks: (i) comparing financial assets and liabilities denominated at fixed and floating interest rates and (ii) monitoring the variations of interest rates like Libor and CDI. Accordingly, the Company may enter into interest rate swaps in order to reduce this risk.

 

Exchange rate risk: this risk is related to the possibility of fluctuations in exchange rates affecting the amounts of financial assets or liabilities or of future cash flows and income. The Company assesses its exposure to the exchange rate by measuring the difference between the amount of its assets and liabilities in foreign currency. The company believes that the accounts receivables originated from exports, its cash and cash equivalents denominated in foreign currencies and its investments abroad are more than equivalent to their liabilities denominated in foreign currency. Since the management of these exposures occurs at each operation level, if there is a mismatch between assets and liabilities denominated in foreign currency, the Company may employ derivative financial instruments in order to mitigate the effect of exchange rate fluctuations.

 

Credit risk: this risk arises from the possibility of the subsidiaries not receiving amounts arising from sales to customers or investments made with financial institutions. In order to minimize this risk, the subsidiaries adopt the procedure of analyzing in details of the financial position of their customers, establishing a credit limit and constantly monitoring their balances. In relation to cash investments, the Company invests solely in financial institutions with low credit risk, as assessed by rating agencies. In addition, each financial institution has a maximum limit for investment, determined by the Company’s Credit Committee.

 

Capital management risk: this risk comes from the Company’s choice in adopting a financing structure for its operations. The Company manages its capital structure, which consists of a ratio between the financial debts and its own capital (Equity) based on internal policies and benchmarks. The BSC (Balance Scorecard) methodology has been used in the last years to elaborate strategic maps with objectives and indicators of the main processes. The KPIs (Key Performance Indicators) related to the objective “Capital Structure Management” are: WACC (Weighted Average Cost of Capital), Total Indebtedness/adjusted EBITDA, Interest Coverage Ratio, and Indebtedness/Equity Ratio. The Total Debt is composed of loans and financing (note 11) and debentures (note 12). The Company can change its capital structure depending on economic-financial conditions in order to optimize its financial leverage and its debt management. At the same time, the Company tries to improve its ROCE (Return on Capital Employed) by implementing a working capital management process and an efficient fixed asset investment program.

 

In the long-term, the Company seeks to remain between the parameters below, admitting specific short-term variations:

 

WACC

 

between 10% to 13% a year

Gross debt/EBITDA

 

less or equal to 4 times

Interest Coverage Ratio

 

greater or equal to 3 times

Debt/Equity Ratio

 

less than or equal to 60%

 

These key indicators are used to monitor objectives described above and may not necessarily be used as indicators for other purposes, such as impairment tests.

 

Liquidity risk: the Company’s management policy of indebtedness and cash on hand is based on using the committed lines and the currently available credit lines with or without a guarantee in export receivables for maintaining adequate levels of short, medium, and long-term liquidity. The maturity of long-term loans, financing, and debentures are presented in Notes 11 and 12, respectively.

 

Sensitivity analysis:

 

The Company performed a sensitivity analysis, which can be summarized as follows:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

Impacts on Statements of Income

 

Assumptions

 

Percentage of change

 

March 31, 2013

 

March 31, 2012

 

Foreign currency sensitivity analysis

 

5

%

183,965

 

145,342

 

Interest rate sensitivity analysis

 

0.1

%

66,706

 

62,071

 

Sensitivity analysis of changes in prices of products sold

 

1

%

91,656

 

91,994

 

Sensitivity analysis of changes in raw material and commodity prices

 

1

%

59,081

 

58,417

 

Sensitivity analysis of interest rate swaps

 

0.1

%

733

 

1,337

 

Sensitivity analysis of NDF’s (Non Deliverable Forwards)

 

5

%

7,543

 

10,071

 

 

Foreign currency sensitivity analysis: As of March 31, 2013, the Company is mainly exposed to variations between the Brazilian real and US Dollar. The sensitivity analysis made by the Company considers the effects of an increase or a reduction of 5% between the Brazilian real and the US Dollar on debts that do not have hedge operations. The impact calculated considering such variation in the foreign exchange rate totals R$ 183,965 and R$ 115,443 after the effects of changes in the net investment hedge described in note 13.g, as of March 31, 2013 (R$ 145,342 and R$ 83,441 of March 31, 2012, respectively) and represents income if appreciation of the Brazilian real against the US Dollar occurs or an expense in the case of a depreciation of the Brazilian real against the US Dollar, however due to the investment hedge these effects would be mitigated.

 

The net amounts of trade accounts receivable and trade accounts payable denominated in foreign currency do not represent any relevant risk in the case of any fluctuation of exchange rates.

 

Interest rate sensitivity analysis: The interest rate sensitivity analysis made by the Company considers the effects of an increase or reduction of 0.1% on the average interest rate applicable to the floating part of its debt. The impact calculated considering this variation in the interest rate totals R$ 66,706 as of March 31, 2013 (R$ 62,071 as of March 31, 2012) and would impact the Financial expenses account in the Consolidated Statements of Income. The specific interest rates to which the Company is exposed are related to the loans, financing, and debentures presented in Notes 11 and 12, and are mainly comprised by Libor and CDI — Interbank Deposit Certificate.

 

Sensitivity analysis of changes in sales price of products and price of raw materials and other inputs used in production: the Company is exposed to changes in the price of its products because of the commodities market in which it operates. This exposure is associated with the fluctuation of the sales price of the Company’s products and the price of raw materials and other inputs used in the production process. The sensitivity analysis made by the Company considers the effects of an increase or of a reduction of 1% on both prices. The impact measured considering this variation in the price of products sold totals R$ 91,656 as of March 31, 2013 (R$ 91,994 as of March 31, 2012) and the variation in the price of raw materials and other inputs totals R$ (59,081) as of March 31, 2013 (R$ (58,417) as of March 31, 2012). The impact in the price of products sold and raw materials would be recorded in the accounts Net Sales and Cost of Sales, respectively, in the Consolidated Statements of Income. The Company does not expect to be more vulnerable to a change in one or more specific product or raw material.

 

Sensitivity analysis of interest rate swaps: the Company has exposure to interest rate swaps for some of its loans and financing. The sensitivity analysis calculated by the Company considers the effects of either an increase or a decrease of 0.1% in the interest curve (Libor), and its impacts in the swaps mark to market. An increase of 0.1% in the interest curve represents an income of R$ 733 (income of R$ 1,337 as of March 31, 2012) and a decrease of 0.1% change in the interest curve represents an expense of R$ 733 (expense of R$ 1,337 as of March 31, 2012). On March 31, 2013, these effects would be recognized in the statement of comprehensive income in the amount of R$ 733 (R$ 1,277 in the statement of income and R$ 60 in the statement of comprehensive income on March 31, 2012). The interest rate swaps to which the Company is exposed to are presented in note 13.e.

 

Sensitivity analysis of forward contracts in US Dollar: the Company has exposure in forward contracts in US Dollar to some of its assets and liabilities. The sensitivity analysis calculated by the Company considers an effect of a 5% US Dollar depreciation or appreciation against the Colombian Peso and corresponds to the effects on the mark to market of such transactions. An increase of 5% on the US Dollar against the Colombian Peso represents a gain of R$ 7,543 as of March 31, 2013 (R$ 10,071 as of March, 31 2012) and a decrease of 5% on the US Dollar against the Colombian Peso represents a loss of R$ 7,543 as of March 31, 2013 (R$ 10,071 as of March 31, 2012). The Dollar/Colombian Peso forward contracts were entered into to hedge liabilities and these effects in the mark to market would be recognized in the Consolidated Statement of Income. The forward contracts in US Dollar, in which the Company is exposed are presented in note 13.e.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

d) Financial Instruments per Category

 

Summary of the financial instruments per category:

 

March 31, 2013
Assets

 

Loans and receivables

 

Assets at fair value
with gains and losses
recognized in income

 

Total

 

Cash and cash equivalents

 

1,059,416

 

 

1,059,416

 

Short-term investments

 

 

772,299

 

772,299

 

Unrealized gains on financial instruments

 

 

3,044

 

3,044

 

Trade accounts receivable

 

4,450,428

 

 

4,450,428

 

Related parties

 

156,071

 

 

156,071

 

Other current assets

 

239,984

 

 

239,984

 

Other non-current assets

 

230,653

 

 

230,653

 

Total

 

6,136,552

 

775,343

 

6,911,895

 

Financial result

 

27,387

 

17,250

 

44,637

 

 

Liabilities

 

Liabilities at market
value with gains and
losses recognized in
income

 

Liabilities at fair value
with gains and losses
recognized in
shareholder’s equity

 

Other financial
liabilities at amortized
cost

 

Total

 

Trade accounts payable

 

 

 

3,020,181

 

3,020,181

 

Ten Year Bonds

 

 

 

8,274,411

 

8,274,411

 

Other financing

 

 

 

6,209,914

 

6,209,914

 

Payroll and related liabilities

 

 

 

460,666

 

460,666

 

Debentures

 

 

 

458,440

 

458,440

 

Related parties

 

 

 

11

 

11

 

Other current liabilities

 

 

 

347,735

 

347,735

 

Other non-current liabilities

 

 

 

254,653

 

254,653

 

Unrealized losses on financial instruments

 

7,096

 

(637

)

 

6,459

 

Total

 

7,096

 

(637

)

19,026,011

 

19,032,470

 

Financial result

 

(9,990

)

 

(226,844

)

(236,834

)

 

December 31, 2012
Assets

 

Loans and receivables

 

Assets at fair value
with gains and losses
recognized in income

 

Total

 

Cash and cash equivalents

 

1,437,235

 

 

1,437,235

 

Short-term investments

 

 

1,059,605

 

1,059,605

 

Trade accounts receivable

 

3,695,381

 

 

3,695,381

 

Related parties

 

132,478

 

 

132,478

 

Other current assets

 

259,886

 

 

259,886

 

Other non-current assets

 

231,130

 

 

231,130

 

Total

 

5,756,110

 

1,059,605

 

6,815,715

 

Financial income

 

296,059

 

156,221

 

452,280

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

Liabilities

 

Liabilities at market
value with gains and
losses recognized in
income

 

Liabilities at fair value
with gains and losses
recognized in
shareholder’s equity

 

Other financial liabilities at
amortized cost

 

Total

 

Trade accounts payable

 

 

 

3,059,684

 

3,059,684

 

Ten Year Bonds

 

 

 

8,274,411

 

8,274,411

 

Other financing

 

 

 

5,775,831

 

5,775,831

 

Payroll and related liabilities

 

 

 

558,634

 

558,634

 

Debentures

 

 

 

618,313

 

618,313

 

Related parties

 

 

 

15

 

15

 

Other current liabilities

 

 

 

358,673

 

358,673

 

Other non-current liabilities

 

 

 

271,818

 

271,818

 

Put options on non-controlling interest

 

 

 

607,760

 

607,760

 

Unrealized losses on financial instruments

 

7,154

 

1,045

 

 

8,199

 

Total

 

7,154

 

1,045

 

19,525,139

 

19,533,338

 

Financial income

 

(19,130

)

 

(1,221,893

)

(1,241,023

)

 

As of March 31, 2013, the Company has derivative financial instruments such as interest rate swaps and forward contracts in US Dollar. Part of these instruments is classified as cash flow hedges and their effectiveness can be measured, having their unrealized losses and /or gains classified directly in Other Comprehensive Income. The other derivative financial instruments have their realized and unrealized losses and/or gains presented in the account “Gains and losses on derivatives, net” in the Consolidated Statement of Income.

 

e) Operations with derivative financial instruments

 

Risk management objectives and strategies: In order to execute its strategy of sustainable growth, the Company implements risk management strategies in order to mitigate market risks.

 

The objective of derivative transactions is always related to mitigating market risks as stated in our policies and guidelines, as well as to manage volatility in cash flows. The monitoring of the effects of these transactions is performed monthly by the Cash Management and Debt Committee, which validates the mark to market of these transactions. All derivative financial instruments are recognized at fair value in the Condensed Consolidated Interim Financial Statements of the Company.

 

Policy for use of derivatives: The Company is exposed to various market risks, including changes in exchange rates, commodities and interest rates. The Company uses derivatives and other financial instruments to reduce the impact of such risks on the fair value of its assets and liabilities or in future cash flows and results. The Company has established policies to evaluate the market risks and to approve the use of derivative transactions related to these risks. The Company enters into derivative financial instruments solely to manage market risks as mentioned above and never for speculative purposes. Derivative financial instruments are used only when they have a related position (asset or liability exposure) resulting from business operations, investments and financing.

 

Policy for determining fair value: the fair value of derivative financial instruments is determined using models and other valuation techniques, including future prices and market curves.

 

The derivative transactions may include: interest rate swaps, (both in the Libor dollar, as in other currencies), currency swaps and currency forward contracts.

 

Forward Contracts in US Dollar

 

The subsidiary Diaco S.A. has Non Deliverable Forwards, with a notional amount of US$ 20.0 million (R$ 40,276 as of March 31, 2013) and a maturity date on July 18, 2014. These transactions were contracted to hedge against the US dollar exposure from the global credit line. The fair value of these contracts represented a gain of R$ 631 and it is presented in the consolidated statement of income. The counterparties of these transactions are Banco Davivienda and Bancolombia banks.

 

The subsidiary Diaco S.A. has Non Deliverable Forwards, with a notional amount of US$ 60.0 million (R$ 120,828 as of March 31, 2013) with maturity date on June 11, 2013. This transaction was contracted to hedge against the exchange exposure arising on the US dollar financing, referred to the global credit line. The fair value of this contract represents a

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

gain of R$ 3,215 and it was presented in the consolidated statement of income. The counterparties to this transaction are the banks JPMorgan and BNP Paribas.

 

The prospective and retrospective testing made for the above financial instruments did not identify any amount of ineffectiveness.

 

Swap Contracts

 

Interest rate swap

 

On January 10, 2013, the subsidiary Gerdau Hungria Holding LLC entered into an NDF with a notional amount of US$ 296,6 million (R$ 584,9 million), settled on February, 21, 2013. This transaction was contracted to hedge against the exchange exposure arising on the Euro financing, relating to the acquisition of 40% of the interest on Corporación Sidenor S.A. (currently Gerdau Holdings Europa S.A.). The fair value of this contract represents a loss of R$ 9,576 and it has been presented in the consolidated statement of income. The counterparty to this transaction was JPMorgan.

 

The subsidiary Siderúrgica del Perú S.A. - Siderperú entered into an interest rate swap, designated as a cash flow hedge, contract whereby it receives a variable interest rate based on LIBOR and pays a fixed interest rate in US dollars. This contract has a nominal value of US$ 25.0 million (R$ 50,345 as of March 31, 2013) and maturity date on April 3, 2014. This swap was contracted in order to minimize the risk of interest rate fluctuations (LIBOR) since the subsidiary took on debt in US dollars at floating rates for an amount greater than the swap. The fair value adjustment of this contract as of March 31, 2013 results in a loss of R$ 1,109 presented in the statement of comprehensive income. The counterparty to this transaction is Banco Bilbao Vizcaya -BBVA.

 

The subsidiary Gerdau Açominas S.A. entered into an interest rate swap with a notional value of US$ 350 million (R$ 704,830 as of March 31, 2013) and a maturity date of June 22, 2015, on which the financial charges agreed to on the debt contract with Banco do Brasil, equivalent to LIBOR plus a percentage of interest, are exchanged for pre-determined interest rates. The fair value of this contract as of March 31, 2013 is a loss of R$ 4,720 presented in the statement of comprehensive income. From May 01, 2012, the Company designated this swap as a cash flow hedge and, therefore, the effects have been recognized in other comprehensive income. The counterparts of this transaction are HSBC, Citibank and Morgan Stanley.

 

Guarantee Margins

 

The Company has derivative financial instruments contracts, which could result in the constitution of deposits and/or guarantee margins when the mark to market value of these instruments exceeds the limits established in each contract. As of March 31, 2013, there were no margin calls for any of the above contracts.

 

The derivatives instruments can be summarized and categorized as follows:

 

 

 

 

 

 

 

 

 

 

 

Change in fair value for the year recognized in

 

Fair value as of

 

 

 

 

 

 

 

Notional value

 

Net income

 

Shareholder’s equity

 

Amount receivable

 

Amount payable

 

 

 

Position

 

March 31, 2013

 

December 31, 2012

 

March 31, 2013

 

March 31, 2012

 

March 31, 2013

 

December 31, 2012

 

March 31, 2013

 

December 31, 2012

 

March 31, 2013

 

December 31, 2012

 

Forward

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diaco S.A

 

 

 

 

 

 

 

 

(8,897

)

 

 

 

 

 

 

Diaco S.A

 

 

 

 

 

US$20.0 million

 

US$20.0 million

 

631

 

 

 

 

 

 

(630

)

(1,535

)

Diaco S.A

 

 

 

 

 

US$60.0 million

 

 

3,215

 

 

 

 

3,044

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,846

 

(8,897

)

 

 

3,044

 

 

(630

)

(1,535

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swap contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Siderúrgica del Perú S.A.A. - Siderperú

 

receivable under the swap

 

Libor 6M + 0.90%

 

US$25.0 million

 

US$25.0 million

 

(404

)

(956

)

440

 

2,267

 

 

 

(1,109

)

(1,646

)

 

 

payable under the swap

 

5.50%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gerdau Açominas S.A.

 

receivable under the swap

 

Libor 6M + 2.30%

 

US$350.0 million

 

US$350.0 million

 

 

(1,431

)

197

 

(3,312

)

 

 

(4,720

)

(5,018

)

 

 

payable under the swap

 

3.28%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gerdau Hungria Holding Liability Company

 

payable under the swap

 

1.32%

 

 

 

(9,576

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,980

)

(2,387

)

637

 

(1,045

)

 

 

(5,829

)

(6,664

)

 

 

 

 

 

 

 

 

 

 

(6,134

)

(11,284

)

637

 

(1,045

)

3,044

 

 

(6,459

)

(8,199

)

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

 

 

March 31, 2013

 

December 31, 2012

 

Unrealized gains on derivatives

 

 

 

 

 

Current assets

 

3,044

 

 

 

 

3,044

 

 

Unrealized losses on derivatives

 

 

 

 

 

Current liabilities

 

 

(1,535

)

Non-current liabilities

 

(6,459

)

(6,664

)

 

 

(6,459

)

(8,199

)

Net effect

 

(3,415

)

(8,199

)

 

f) Put options on non-controlling interests

 

The Santander Group had the option to sell its interest in Sidenor (currently Gerdau Holdings Europa S.A.) to the Company after 5 years from the original date of purchase. On December 23, 2010, the Santander Group and the Company, extended the term of the put option to January 10, 2014. In October 2012, Santander exercised the option with settlement in January 2013. As a result of the settlement on January 9, 2013, for R$ 599,195, the Company acquired an additional 40% interest in Sidenor, from them on owning 100% of this subsidiary. The amount of the put-option on December 31, 2012 was R$ 607.760.

 

g) Net investment hedge

 

Based on IFRIC Interpretation 16 issued in July 2008, and substantiated by IAS 39, the Company designated as hedge of part of its net investments in subsidiaries abroad the operations of Ten Year Bonds, contracted by the subsidiary GTL Trade Finance Inc., in the amount of US$ 1.5 billion and by the subsidiary Gerdau Trade Inc., in the amount of US$ 1.25 billion, totaling US$ 2.75 billion. As a consequence, the effect of exchange rate changes on these debts has been recognized in comprehensive income, while the effect of taxation (income and social contribution taxes) is recognized in income.

 

Starting from April 1, 2012, with the objective of eliminating the tax effect from the exchange variance of these debts, the Company decided to change the value of the net investment hedge designation in foreign subsidiaries for the operations of Ten Years Bonds. Thus, the exchange rate variance over the amount of US$ 1.96 billion will continue to be recognized in equity while the exchange rate variance on the portion of US$ 0.79 billion is recognized in income.

 

Additionally, the Company chose to designate as hedge part of the net investments in financing operations held by the subsidiary Gerdau Açominas SA, in the amount of US$ 0.4 billion, which were made in order to provide part of the resources for these investments acquisitions abroad.

 

Based on the standard and interpretation of standard mentioned above, the Company demonstrated high effectiveness of the hedge as from the debt hiring for acquisition of these companies abroad, whose effects were measured and recognized directly in the statement of Comprehensive Income as an unrealized loss in the amount of R$ 69,455 (gain of R$ 163,421 on March 31, 2012).

 

The objective of the hedge is to protect, during the existence of the debt, the amount of part of the Company’s investment in the subsidiaries mentioned above against positive and negative oscillations in the exchange rate. This objective is consistent with the Company’s risk management strategy.

 

h) Measurement of fair value:

 

IAS 32 defines fair value as the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. IFRS 7 establishes a hierarchy of three levels for the fair value, which prioritizes information when measuring the fair value by the company, to maximize the use of observable information and minimize the use of non-observable information. This IFRS describes the three levels of information to be used to measure fair value:

 

Level 1 - quoted prices (unadjusted) in active markets for identical assets and liabilities.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

Level 2 - Inputs other than quoted prices included in Level 1 available, where (unadjusted) quoted prices are for similar assets and liabilities in non-active markets, or other data that is available or may be corroborated by market data for substantially the full term of the asset or liability.

 

Level 3 - Inputs for the asset or liability that are not based on observable market data, because market activity is Insignificant or does not exist.

 

As of March 31, 2013, the Company had some assets which the fair value measurement is required on a recurring basis. These assets include investments in private securities and derivative instruments.

 

Financial assets and liabilities of the Company, measured at fair value on a recurring basis and subject to disclosure requirements of IFRS 7 as of March 31, 2013, are as follows:

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

 

 

 

 

 

Quoted Prices Active Markets for
Identical Assets (Level 1)

 

Quoted Prices in Non-Active Markets
for Similar Assets
(Level 2)

 

 

 

March 31, 2013

 

December 31, 2012

 

March 31, 2013

 

December 31, 2012

 

March 31, 2013

 

December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term investments Trading

 

772,299

 

1,059,605

 

467,831

 

985,714

 

304,468

 

73,891

 

Financial instruments

 

3,044

 

 

 

 

3,044

 

 

 

 

775,343

 

1,059,605

 

467,831

 

985,714

 

307,512

 

73,891

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial instruments

 

 

1,535

 

 

 

 

1,535

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial instruments

 

6,459

 

6,664

 

 

 

6,459

 

6,664

 

 

 

6,459

 

8,199

 

 

 

6,459

 

8,199

 

 

 

781,802

 

1,067,804

 

467,831

 

985,714

 

313,971

 

82,090

 

 

NOTE 14 — PROVISIONS FOR TAX, CIVIL AND LABOR CLAIMS

 

The Company and its subsidiaries are party in judicial and administrative proceedings involving labor, civil and tax matters. Based on the opinion of its legal counsel, Management believes that the provisions recorded for these judicial and administrative proceedings 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 and operational results of the Company and its subsidiaries.

 

For claims whose expected loss is considered probable, the provisions have been recorded considering the judgment of the Company’s legal advisors and of Management and the provisions are considered sufficient to cover expected probable losses. The balances of the provisions are as follows:

 

I) Provisions

 

 

 

March 31, 2013

 

December 31, 2012

 

a) Tax provisions

 

912,845

 

862,597

 

b) Labor provisions

 

202,622

 

200,205

 

c) Civil provisions

 

23,235

 

18,579

 

 

 

1,138,702

 

1,081,381

 

 

a) Provision for tax issues

 

The increase in tax provisions relates, substantially, to the discussions concerning the compensation of PIS credits, the incidence of PIS and COFINS on other income and excluding the ICMS from the calculation basis for PIS and COFINS. In

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

relation to the demands of dealing with the exclusion of ICMS from the calculation basis for PIS and COFINS, the Company and its subsidiaries have been deposited in court the amounts involved.

 

II) Judicial deposits

 

The Company has judicial deposits related to tax, labor and civil lawsuits as listed below:

 

 

 

March 31, 2013

 

December 31, 2012

 

Tax

 

915,689

 

872,272

 

Labor

 

48,475

 

45,932

 

Civil

 

3,977

 

4,374

 

 

 

968,141

 

922,578

 

 

NOTE 15 - RELATED-PARTY TRANSACTIONS

 

a)             Intercompany loans

 

 

 

March 31, 2013

 

December 31, 2012

 

Assets

 

 

 

 

 

Associate companies

 

 

 

 

 

Armacero Ind. Com. Ltda.

 

16,119

 

9,287

 

 

 

 

 

 

 

Jointly-controlled entities

 

 

 

 

 

Gerdau Corsa SAPI de C.V.

 

73,731

 

56,243

 

 

 

 

 

 

 

Others

 

 

 

 

 

Fundação Gerdau

 

66,175

 

66,933

 

Others

 

46

 

15

 

 

 

156,071

 

132,478

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Parent company

 

 

 

 

 

Metalúrgica Gerdau S.A.

 

(11

)

 

Others

 

 

 

 

 

Others

 

 

(15

)

 

 

(11

)

(15

)

 

 

 

For the three-month period ended

 

 

 

March 31, 2013

 

March 31, 2012

 

Net financial income

 

1,352

 

983

 

 

b)             Commercial operations

 

In the three-month periods ended March 31, 2013 and 2012, the Company, through its subsidiaries, performed commercial operations with some of its associated companies and jointly controlled entities in sales of R$ 183,225 as of March 31, 2013 (R$ 89,148 as of March 31, 2012) and purchases in the amount of R$ 106,781 as of March 31, 2013 (R$ 35,436 as of March 31, 2012). The net balance of accounts receivable totals R$ 87,579 as of March 31, 2013 (R$ 81,889 as of December 31, 2012).

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

c)              Financial operations

 

 

 

(Expenses)/Income

 

 

 

For the three-month periods ended

 

 

 

March 31, 2013

 

March 31, 2012

 

Shareholders

 

 

 

 

 

Indac - Ind. Adm. e Comércio S.A. (*)

 

(3,466

)

(4,726

)

Grupo Gerdau Empreendimentos Ltda. (**)

 

153

 

 

 


(*) Guarantees of certain financing in the amount of R$ 1,361,992 at March 31, 2013, for which the Company pays a fee of 0.95% of the amount guranteed .

(**) Rental agreement

 

d)             Guarantees granted

 

Related Party

 

Relationship

 

Type

 

Object

 

Original
Amount

 

Maturity

 

Balance

 

Dona Francisca Energética S.A

 

Associate

 

Guarantee

 

Financing Agreements

 

152,020

 

Jun/13 - Dec/14

 

15,269

 

Gerdau Açominas S.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

2,042,893

 

Jun/15 - Nov/17

 

1,153,878

 

Empresa Siderúrgica Del Peru S.A.A

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

148,071

 

Unspecified

 

140,966

 

Empresa Siderúrgica Del Peru S.A.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

443,147

 

Mar/14 - Apr/14

 

161,119

 

GTL Trade Finance Inc.

 

Subsidiary

 

Guarantee

 

10-year Bond

 

1,744,000

 

Oct/17

 

3,020,700

 

Diaco S.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

280,804

 

Apr/13 - Jul/14

 

322,208

 

Gerdau Aços Especiais S.A.

 

Subsidiary

 

Guarantee

 

Electricity Purchase/Sale Agreement

 

1,664

 

Sept/16

 

8,354

 

Gerdau Holding Inc.

 

Subsidiary

 

Guarantee

 

10-year Bond

 

2,188,125

 

Jan/20

 

2,517,250

 

Industrias Nacionales C. por A.

 

Associate

 

Guarantee

 

Financing Agreements

 

102,529

 

Jul/15 - Jan/19

 

116,554

 

Industrias Nacionales C. por A.

 

Associate

 

Guarantee

 

Financing Agreements

 

112,852

 

Mar/14

 

42,001

 

Gerdau Corsa S.A.P.I. de C.V.

 

Associate

 

Guarantee

 

Working Capital Line

 

75,392

 

Oct/13

 

89,614

 

Gerdau Trade Inc.

 

Subsidiary

 

Guarantee

 

10-year Bond

 

2,117,750

 

Sept/20

 

2,517,250

 

Gerdau Açominas S.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

67,773

 

Jan/16

 

81,559

 

Gerdau Corsa S.A.P.I. de C.V.

 

Associate

 

Guarantee

 

Financing Agreements

 

123,293

 

Aug/14

 

147,046

 

Siderúrgica Tultitlán S.A. de C.V.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

20,434

 

Jun/14

 

21,937

 

Coquecol S.A.C.I.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

89,228

 

sep/13 - mar/14

 

88,994

 

Steelchem Trading Corporation

 

Associate

 

Guarantee

 

Financing Agreements

 

80,964

 

Mar/14 - Jun/14

 

80,552

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

e)              Debentures

 

Debentures are held by parent companies, directly or indirectly, in the amount of R$ 192,000 as of March 31, 2013 (R$ 349,600 as of December 31, 2012), which corresponds to 45,708 debentures (90,233 as of December 31, 2012).

 

f)               Price conditions and charges

 

Loan agreements between Brazilian companies are adjusted by the monthly variation of the CDI (Interbank Deposit Certificate), which was 1.6% for the three-month period ended on March 31, 2013 (2.5% for the three-month period on March 31, 2012, respectively). The agreements with foreign companies are adjusted by contracted charges plus foreign exchange variation, when applicable. The sales and purchases of inputs and products are made under terms and conditions agreed between the parties under normal market conditions.

 

g)             Management compensation

 

The Company paid to its management salaries and variable compensation totaling R$ 14,364 for the three-month period ended on March 31, 2013 (R$ 32,792 for the three-month period ended on March, 2012, respectively).

 

NOTE 16 — EQUITY

 

a) Capital — The Board of Directors may, without need to change the bylaws, issue new shares (authorized capital), including the capitalization of profits and reserves up to the authorized limit of 1,500,000,000 common shares and 3,000,000,000 preferred shares, all without nominal value. In the case of capital increase through subscription of new shares, the right of preference shall be exercised in up to 30 days, except in the case of a public offering, when the limit is not less than 10 days.

 

Reconciliation of common and preferred outstanding shares is presented below:

 

 

 

March 31, 2013

 

December 31, 2012

 

 

 

Common shares

 

Preferred shares

 

Common shares

 

Preferred shares

 

Balance at the beginning of the period

 

571,929,945

 

1,128,534,345

 

571,929,945

 

1,132,968,411

 

Repurchases

 

 

 

 

(2,693,000

)

Exercise of stock option

 

 

175,279

 

 

558,363

 

Others

 

 

 

 

(2,299,429

)

Balance at the end of the period

 

571,929,945

 

1,128,709,624

 

571,929,945

 

1,128,534,345

 

 

On March 31, 2013, 573,627,483 common shares and 1,146,031,245 preferred shares are subscribed and paid up, with a total capital of R$ 19,249,181 (net of share issuance costs). Ownership of the shares is presented below:

 

 

 

Shareholders

 

 

 

March 31, 2013

 

December 31, 2012

 

Shareholders

 

Common

 

%

 

Pref.

 

%

 

Total

 

%

 

Common

 

%

 

Pref.

 

%

 

Total

 

%

 

Metalúrgica Gerdau S.A. e subsidiária*

 

449,712,654

 

78.4

 

252,841,484

 

22.1

 

702,554,138

 

40.9

 

449,712,654

 

78.4

 

252,841,484

 

22.1

 

702,554,138

 

40.9

 

Brazilian institutional investors

 

26,322,978

 

4.6

 

181,593,032

 

15.8

 

207,916,010

 

12.1

 

26,937,159

 

4.7

 

180,724,706

 

15.8

 

207,661,865

 

12.1

 

Foreign institutional investors

 

24,255,961

 

4.2

 

525,142,109

 

45.8

 

549,398,070

 

31.9

 

23,148,777

 

4.0

 

530,037,997

 

46.2

 

553,186,774

 

32.2

 

Other shareholders

 

71,638,352

 

12.5

 

169,132,999

 

14.8

 

240,771,351

 

14.0

 

72,131,355

 

12.6

 

164,930,158

 

14.4

 

237,061,513

 

13.8

 

Treasury stock

 

1,697,538

 

0.3

 

17,321,621

 

1.5

 

19,019,159

 

1.1

 

1,697,538

 

0.3

 

17,496,900

 

1.5

 

19,194,438

 

1.0

 

 

 

573,627,483

 

100.0

 

1,146,031,245

 

100.0

 

1,719,658,728

 

100.0

 

573,627,483

 

100.0

 

1,146,031,245

 

100.0

 

1,719,658,728

 

100.0

 

 


*Metalurgica Gerdau S.A. is the controlling shareholder and Stichting Gerdau Johannpeter is the ultimate controlling shareholder of the Company.

 

Preferred shares do not have voting rights and cannot be redeemed but have the same rights as common shares in the distribution of dividends and also priority in the capital distribution in case of liquidation of the Company.

 

b) Treasury stocks

 

Changes in treasury shares are as follows:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

 

 

March 31, 2013

 

December 31, 2012

 

 

 

Common

 

R$

 

Preferred shares

 

R$

 

Common

 

R$

 

Preferred shares

 

R$

 

Balance at the beginning of the period

 

1,697,538

 

557

 

17,496,900

 

289,683

 

1,697,538

 

557

 

13,062,834

 

236,642

 

Repurchases

 

 

 

 

 

 

 

2,693,000

 

44,932

 

Exercise of stock option

 

 

 

(175,279

)

(2,748

)

 

 

(558,363

)

(10,572

)

Others

 

 

 

 

 

 

 

2,299,429

 

18,681

 

Balance at the end of the period

 

1,697,538

 

557

 

17,321,621

 

286,935

 

1,697,538

 

557

 

17,496,900

 

289,683

 

 

As of March 31, 2013, the Company had 17,321,621 preferred shares in treasury, totaling R$ 286,935. These shares will be held in treasury for subsequent cancelling or will service the long-term incentive plan of the Company. During the first quarter of 2013, 175,279 shares were used upon exercise of stock options (193,567 during the period ended March, 31, 2012), with losses of R$ 2,749 (R$ 1,398 during the period ended March 31, 2012) which were recorded under Investment and Working Capital reserve. The average acquisition cost of these shares was R$ 16.57.

 

c) Capital reserves - consists of premium on issuance of shares.

 

d) Retained earnings

 

I)  Legal reserves - under Brazilian Corporate Law, the Company must transfer 5% of the annual net income determined on its statutory books in accordance with Brazilian accounting practices to the legal reserve until this reserve equals 20% of the paid-in capital. The legal reserve can be utilized to increase capital or to absorb losses, but cannot be used for dividend purposes.

 

II) Tax incentive reserve - under Brazilian Corporate Law, the Company may transfer to this account part of net income resulting from government benefits which can be excluded from the basis for dividend calculation.

 

III) Investments and working capital reserve - consists of earnings not distributed to shareholders and includes the reserves required by the Company’s by-laws. The Board of Directors may propose to the shareholders the transfer of at least 5% of the profit for each year determined in its statutory books in accordance with accounting practices adopted in Brazil to this reserve. Amount can be allocated to the reserve only after the minimum dividend requirements have been met and its balance cannot exceed the amount of paid-in capital. The reserve can be used to absorb losses, if necessary, for capitalization, for payment of dividends or for the repurchase of shares.

 

IV) Pension Plan - actuarial gains and losses on postretirement benefits.

 

e) Operations with non-controlling interests — correspond to amounts recognized in equity for changes in non-controlling interests.

 

f) Other reserves - Includes gains and losses on available for sale securities, gains and losses on net investment hedge, gains and losses on derivatives accounted as cash flow hedge, cumulative translation adjustments and expenses recorded for stock option plans.

 

NOTE 17 — EARNINGS PER SHARE (EPS)

 

Basic

 

 

 

For the three-month period ended on

 

 

 

March 31, 2013

 

March 31, 2012

 

 

 

Common

 

Preferred

 

Total

 

Common

 

Preferred

 

Total

 

 

 

(in thousands, except share and per share data)

 

(in thousands, except share and per share data)

 

Basic numerator

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocated net income available to Common and Preferred shareholders

 

49,841

 

98,351

 

148,192

 

124,125

 

245,464

 

369,589

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average outstanding shares, after deducting the average of treasury shares

 

571,929,945

 

1,128,600,513

 

 

 

571,929,945

 

1,131,019,251

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share (in R$) — Basic

 

0.09

 

0.09

 

 

 

0.22

 

0.22

 

 

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

Diluted

 

 

 

For the three-month period ended on

 

 

 

March 31, 2013

 

March 31, 2012

 

Diluted numerator

 

 

 

 

 

Allocated net income available to Common and Preferred shareholders

 

 

 

 

 

Net income allocated to preferred shareholders

 

98,351

 

245,464

 

Add:

 

 

 

 

 

Adjustment to net income allocated to preferred shareholders in respect to the potential increase in number of preferred shares outstanding, as a result of options granted to acquire stock of Gerdau.

 

19

 

115

 

 

 

98,370

 

245,579

 

 

 

 

 

 

 

Net income allocated to common shareholders

 

49,841

 

124,125

 

Less:

 

 

 

 

 

Adjustment to net income allocated to common shareholders in respect to the potential increase in number of preferred shares outstanding, as a result of options granted to acquire stock of Gerdau.

 

(19

)

(115

)

 

 

 

 

 

 

 

 

49,822

 

124,010

 

 

 

 

 

 

 

Diluted denominator

 

 

 

 

 

Weighted - average number of shares outstanding

 

 

 

 

 

Common Shares

 

571,929,945

 

571,929,945

 

Preferred Shares

 

 

 

 

 

Weighted-average number of preferred shares outstanding

 

1,128,600,513

 

1,131,019,251

 

Potential increase in number of preferred shares outstanding in respect of stock option plan

 

635,590

 

1,582,463

 

Total

 

1,129,236,103

 

1,132,601,714

 

 

 

 

 

 

 

Earnings per share — Diluted (Common and Preferred Shares) - in R$

 

0.09

 

0.22

 

 

NOTE 18 — PROFIT SHARING

 

a) The profit sharing of the management of the Company is limited to 10% of net income, after deducting the income tax and compensation paid, in accordance with the Company’s by-laws; and

 

b) The profit sharing of the employees is based on achievement of operational targets and is allocated as cost of sales, sales expenses and as general and administrative expenses.

 

NOTE 19 — LONG-TERM INCENTIVE PLANS

 

I) Gerdau S.A.

 

The Extraordinary Shareholders’ Meeting held on April 30, 2003 decided, based on a previously approved plan and within the limit of the authorized capital, to grant preferred stock options to management, employees, or people who render services to the Company or its subsidiaries, and approved the development of the “Long-Term Incentive Program” that represents a new method of compensation of the strategic officers of the Company. The options shall be exercised in a maximum of five years after the grace period. The Stock Options Plan establishes that 75% of the options granted to management are exercisable only if they met the performance goals established by the Executive Committee.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

a)             Summary of changes in the plan:

 

 

 

 

 

 

 

 

 

Quantity of shares

 

Year of grant

 

Exercise
price - R$

 

Vesting
period

 

Average market
price (*)

 

Balance on
December 31,
2012

 

Granted

 

Forfeited

 

Exercised

 

Balance on
March 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2004

 

6.78

 

5 anos

 

16.83

 

803,518

 

 

 

(41,870

)

761,648

 

2005

 

10.58

 

3 anos

 

16.83

 

356,905

 

 

 

(7,287

)

349,618

 

2005

 

10.58

 

5 anos

 

16.83

 

771,370

 

 

 

(18,379

)

752,991

 

2006

 

12.86

 

5 anos

 

16.83

 

1,433,940

 

 

(3,894

)

(9,335

)

1,420,711

 

2007

 

17.50

 

5 anos

 

16.83

 

1,198,564

 

 

(8,069

)

(9,150

)

1,181,345

 

2008

 

26.19

 

5 anos

 

16.83

 

1,009,678

 

 

(1,690

)

 

1,007,988

 

2009

 

14.91

 

5 anos

 

16.83

 

1,990,027

 

 

(3,348

)

(3,810

)

1,982,869

 

2010

 

29.12

 

5 anos

 

16.83

 

1,500,098

 

 

(9,345

)

(4,749

)

1,486,004

 

2011

 

22.61

 

5 anos

 

16.83

 

1,220,102

 

 

(9,601

)

(11,282

)

1,199,219

 

2012

 

14.42

 

5 anos

 

16.83

 

2,157,178

 

 

(24,036

)

(14,247

)

2,118,895

 

2013

 

18.58

 

5 anos

 

16.83

 

 

1,947,563

 

(14,507

)

 

1,933,056

 

 

 

 

 

 

 

 

 

12,441,380

 

1,947,563

 

(74,490

)

(120,109

)

14,194,344

 

 


(*) Average quoted market price of a share during the period.

 

 

 

 

 

 

 

 

 

 

Quantity of shares

 

Year of grant

 

Exercise
price - R$

 

Vesting
period

 

Average market
price (*)

 

Balance on
December 31,
2011

 

Granted

 

Forfeited

 

Exercised

 

Balance on
December 31,
2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2004

 

6.78

 

5 years

 

17.85

 

878,364

 

 

 

(74,846

)

803,518

 

2005

 

10.58

 

3 years

 

17.85

 

375,028

 

 

 

(18,123

)

356,905

 

2005

 

10.58

 

5 years

 

17.85

 

842,098

 

 

 

(70,728

)

771,370

 

2006

 

12.86

 

5 years

 

17.85

 

1,521,126

 

 

 

(87,186

)

1,433,940

 

2007

 

17.50

 

5 years

 

17.85

 

1,247,129

 

 

 

(48,565

)

1,198,564

 

2008

 

26.19

 

5 years

 

17.85

 

1,052,812

 

 

(43,134

)

 

1,009,678

 

2009

 

14.91

 

5 years

 

17.85

 

2,101,178

 

 

(48,559

)

(62,592

)

1,990,027

 

2010

 

29.12

 

5 years

 

17.85

 

1,572,819

 

 

(69,075

)

(3,646

)

1,500,098

 

2011

 

22.61

 

5 years

 

17.85

 

1,397,410

 

 

(168,687

)

(8,621

)

1,220,102

 

2012

 

14.42

 

5 years

 

17.85

 

 

2,277,080

 

(109,699

)

(10,203

)

2,157,178

 

 

 

 

 

 

 

 

 

10,987,964

 

2,277,080

 

(439,154

)

(384,510

)

12,441,380

 

 


(*) Average quoted market price of a share during the period.

 

As of March 31, 2013 the Company has a total of 17,321,621 preferred shares in treasury. These shares may be used for serving this plan. The exercise of the options before the grace period end was due to retirement or death.

 

b) Status of the plan as of March 31, 2013:

 

 

 

Grant

 

 

 

 

 

2004

 

2005

 

2006

 

2007

 

2008

 

2009

 

2010

 

2011

 

2012

 

2013

 

Average

 

Total options granted

 

1,599,568

 

2,342,448

 

1,979,674

 

1,556,502

 

1,202,974

 

2,286,172

 

1,631,157

 

1,444,131

 

2,277,080

 

1,947,563

 

 

 

Exercise price- R$

 

6.78

 

10.58

 

12.86

 

17.50

 

26.19

 

14.91

 

29.12

 

22.61

 

14.42

 

18.58

 

16.59

 

Fair value of options on the granting date - R$ per option (*)

 

5.77

 

1.86

 

4.33

 

15.30

 

10.55

 

6.98

 

13.07

 

11.32

 

9.78

 

10.01

 

7.21

 

Average exercise period on the grant date (years)

 

5

 

5

 

5

 

5

 

5

 

5

 

5

 

5

 

5

 

5

 

 

 

 


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

 

The total of options exercisable on March 31, 2013 is 5,474,301 (4,564,297 on December 31, 2012).

 

The percentage by which shareholders’ interests could potentially be diluted if all options were exercised is approximately 0.9%.

 

The long-term incentive plans costs recognized in profit for the year were R$ 4,452 for the three-month period ended on March 31, 2013 (R$ 4,282 as of March 31, 2012).

 

c) Economic assumptions used to recognize costs of employee compensation:

 

The Company recognizes costs of employee compensation based on the fair value of the options granted, considering their fair value on the date of granting. The Company uses the Black-Scholes model for determining the fair value of the options. To determine fair value, the Company used the following economic assumptions:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

 

 

Grant 2013

 

Grant 2012

 

Grant 2011

 

Grant 2010

 

Grant 2009

 

Grant 2008

 

Grant 2007

 

Grant 2006

 

Grant 2005

 

Grant 2004

 

Dividend yield

 

1.36

%

2.18

%

2.06

%

2.08

%

4.13

%

2.81

%

4.32

%

9.99

%

7.90

%

7.03

%

Stock price volatility

 

57.22

%

57.36

%

57.15

%

57.95

%

57.81

%

37.77

%

38.72

%

41.51

%

38.72

%

43.31

%

Risk-free interest rate

 

9.23

%

10.62

%

11.85

%

12.73

%

12.32

%

14.04

%

12.40

%

12.80

%

8.38

%

8.38

%

Expected period until exercise

 

5 years

 

5 years

 

5 years

 

5 years

 

5 years

 

5 years

 

5 years

 

5 years

 

5 years

 

5 years

 

 

The Company settles this employee benefit plan by delivering shares it has issued, which are kept in treasury until the exercise of the options by its employees.

 

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

 

In February 2010, the Board of Directors of Gerdau Ameristeel approved the adoption of the Equity Incentive Plan (the “EIP”). Awards under the EIP may take the form of stock options, SARs, deferred share units (“DSUs”), restricted share units (“RSUs”), performance share units (“PSUs”), restricted stock, and/or other share-based awards. Except for stock options, which must be settled in common shares, awards may be settled in cash or common shares as determined by the Gerdau Ameristeel at the time of grant.

 

For the portion of any award which is payable in options or SARs, the exercise price of the options or SARs will be no less than the fair market value of a common share on the date of the award. The vesting period for all awards (including RSUs, DSUs and PSUs) is determined by the Company at the time of grant. Options and SARs have a maximum term of 10 years.

 

On March 20, 2013, an award of approximately US$ 9.7 million (R$ 19.5 million) was granted to participants under the EIP for 2013 performance. The Company issued 2,077,599 equity-settled SARs, 136,923 RSUs, and 273,846 PSUs under this plan. This award is being accrued over the vesting period of 5 years.

 

On March 16, 2012, an award of approximately US$ 9.9 million (R$ 20.2 million) was granted to participants under the EIP for 2012 performance. The Company issued 1,504,780 equity-settled SARs, 97,516 RSUs, and 195,032 PSUs under this plan. This award is being accrued over the vesting period of 5 years.

 

In connection with the adoption of the EIP, the Company terminated the existing long-term incentive plan (“LTIP”), and no further awards will be granted under the LTIP. All outstanding awards under the LTIP will remain outstanding until either exercised, forfeited or they expire. On March 31, 2013, there were 1,953,685 cash-settled SARs and 1,000,779 stock options outstanding under the LTIP. These awards are being accrued over the vesting period of 4 years.

 

During the three-month period ended on March 31, 2013 and March 31, 2012, the compensation costs recognized for all equity-settled awards were an expense of US$ 1.2 million (R$ 2.4 million) and US$ 1.7 million (R$ 3 million), respectively.

 

During the three-month period ended on March 31, 2013 and March 31, 2012, the compensation costs related to cash-settled awards were a gain of US$ 2.0 million (R$ 4.0 million) and a expense of US$ 3.6 million (R$ 6.4 million), respectively.

 

As of March 31, 2013 and December 31, 2012, the outstanding liability for share-based payment transactions included in other non-current liabilities of Gerdau Ameristeel was US$ 5.9 million (R$ 11.9 million) and US$ 8.9 million (R$ 18.3 million), respectively. The total intrinsic value of share-based liabilities for which the participant’s right to cash had vested was US$ 4.0 million (R$ 8.0 million) and US$ 4.2 million (R$ 8.6 million) as of March 31, 2013 and December 31, 2012, respectively.

 

Phantom Shares

 

Phantom Shares provide the holder with the opportunity to receive a cash payment equal to the fair market value of the ADSs. Phantom Shares vest 25% each year over a four year period with the holders receiving payment for vested shares on each grant anniversary date. The holders of Phantom Shares have no voting rights, but accumulate additional shares based on notional dividends paid by Gerdau S.A. on its ADRs at each dividend payment date, which are reinvested as additional Phantom Shares. Compensation expense related to Phantom Shares is recognized over the vesting period based upon the number of shares that are expected to vest and remain outstanding at the end of the reporting period. On the date of grant, the fair value of a Phantom Share is equal to the fair value of the underlying reference shares. For Phantom Shares, the fair value is remeasured at each balance sheet reporting date.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

Share Appreciation Rights (SARs)

 

SARs provide the holder with the opportunity to receive either ADRs or a cash payment equal to the fair market value of the ADRs less the grant price. The grant price is set at the closing price of the Company’s common shares on the grant date. SARs have a vesting period of four to five years and expire ten years after the grant date. Expenses with this plan are recognized based on the fair value of the awards that are still in the vesting period and remain outstanding at the end of the reporting period. The Black-Scholes option pricing model is used to calculate an estimate of fair value.  Gerdau Ameristeel has SARs that may be settled in shares or in cash. For equity-settled SARs, the fair value is estimated only on the grant date. For cash-settled SARs, the fair value is remeasured at each reporting date.

 

The grant date fair value of equity-settled SARs granted during the three-month period ended on March 31, 2013 and 2012 was US$ 3.16 and US$ 4.51 (R$ 6.31 and R$ 7.98), respectively and the principal assumptions used in applying the Black-Scholes option pricing model were as follows:

 

 

 

2013

 

2012

 

Dividend yield

 

1.81

%

2.09

%

Volatility in the price of the share

 

51.08

%

52.30

%

Risk free interest rate

 

1.12

%

1.43

%

Expected period until exercise

 

6.50 years

 

6.50 years

 

 

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions. The model requires the use of subjective assumptions. Expected volatility was based on historical volatility of the Company’s stock as well as other companies operating similar businesses. The expected life (in years) was determined using historical data to estimate SARs exercise patterns. The expected dividend yield was based on the historical annualized dividend rates. The risk free interest rate was based on the rate for US Treasury bonds commensurate with the expected term of the granted SARs.

 

Restricted Share Units (RSUs)

 

RSUs entitle their holders to receive a certain number of common shares after a determined vesting period. The RSUs have a vesting period of five years. The holders of RSUs have no voting rights, but accumulate additional units based on notional dividends paid by the Company on its common shares at each dividend payment date, which are reinvested as additional RSUs. Expenses related to RSUs are recognized over the vesting period based on the fair value of the Company’s RSUs on the grant date and the awards that are expected to be granted. The fair value is calculated based on the closing price of the Company’s common shares on the grant date. The weighted average fair value of RSUs granted was US$ 7.51 and US$ 10.67 (R$ 15.00 and R$ 18.89) for the three-month period ended March 31, 2013 and March 31, 2012, respectively.

 

Performance Share Units (PSUs)

 

PSUs give the holder the right to receive one common share for each unit that vests on the vesting date as determined by the Company. The holders of PSUs accumulate additional units based upon notional dividends paid by the Company on its ADRs on each dividend payment date, which are reinvested as additional PSUs. The percentage of PSUs initially granted depends upon the Company’s performance over the performance period against pre-established performance goals.  Expenses related to each PSU grant are recognized over the performance period based upon the fair value of the Company’s PSUs on the grant date and the number of units expected to be exercised. The fair value is calculated based on the closing price of the Company’s common shares on the date of grant. The weighted average fair value of PSUs granted was US$ 7.51 and US$ 10.67 (R$ 15 and R$ 18.89) for the three-month period ended March 31, 2013 and March 31, 2012, respectively.

 

Stock Options

 

The Company’s stock options vest over a period of four years. The maximum term of an option is 10 years from the date of grant. On the date of grant, the exercise price of options is based on the fair value of the underlying reference shares.

 

There were no stock options granted during the three-month period ended on March 31, 2013 and March 31, 2012.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

The table below summarizes stock options for the three-month period ended on March 31, 2013 and for the year ended on December 31, 2012:

 

 

 

March 31, 2013

 

December 31, 2012

 

 

 

Number of shares

 

Average market
price in the year

 

Number of shares

 

Average market
price in the year

 

 

 

 

 

US$

 

R$

 

 

 

US$

 

R$

 

Available at beginning of the year

 

1,039,661

 

9.07

 

18.12

 

1,207,531

 

8.42

 

16.46

 

Options Exercised (a)

 

(31,425

)

4.35

 

8.69

 

(150,586

)

3.41

 

6.67

 

Options Forfeited

 

(7,457

)

4.35

 

8.69

 

(17,284

)

13.02

 

25.45

 

Available at the end of the year

 

1,000,779

 

9.26

 

18.50

 

1,039,661

 

9.07

 

17.73

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercisable at end of year

 

1,000,779

 

9.26

 

18.50

 

852,578

 

10.11

 

19.77

 

 


(a) The weighted-average price was based on the exercise date.

 

The summary of the stock options for the period ended on March 31, 2013 is as follows:

 

Exercise price range

 

Quantity
available

 

Average period of
grace (in years)

 

Average price of
the year

 

Number exercisable at
March 31, 2013

 

 

 

 

 

 

 

US$

 

R$

 

 

 

US$ 4,35 (R$ 8,76)

 

573,189

 

5.9

 

4.35

 

8.69

 

573,189

 

US$ 11,89 a US$ 13,64 (R$ 23,94 a R$ 27,47)

 

258,344

 

3.7

 

13.20

 

26.37

 

258,344

 

US$ 19,84 (R$ 39,95)

 

169,246

 

4.9

 

19.84

 

39.63

 

169,246

 

 

 

1,000,779

 

 

 

 

 

 

 

1,000,779

 

 

III) Gerdau MacSteel Inc. (“Gerdau MacSteel”)

 

Gerdau Macsteel Inc. and its subsidiaries have long-term incentive plans that are designed to reward the Company’s senior management with bonuses based on the achievement of return on capital invested targets.  Bonuses which have been earned are awarded after the end of the year in the form of cash or stock appreciation rights (“SARs”).  The portion of any bonus which is payable in cash is to be paid in the form of phantom stock.  The number of shares of phantom stock awarded to a participant is determined by dividing the cash bonus amount by the market value of the Gerdau S.A. ADRs at the date the award of phantom stock is made, based in the average price of Preferred Shares in the New York Stock Exchange. Phantom stock and SAR’s vest 25% on each of the first four anniversaries of the date of the award. Phantom Stock is paid in cash when exercised. An award of approximately US$ 2.2 million (R$ 4.39 million) was earned by participants in the first semester of 2013 and was granted 49.7% in SARs, 33.5% in Performance Shares and 16.8% in Restrict Shares. In 2012 an award of approximately US$ 1.7 million (R$ 3.5 million) was granted to the employees and was issued 52% in SAR’s, 31% in Performance Shares and 17% in Restrict Shares.

 

The subsidiary Gerdau MacSteel uses the Black-Scholes pricing method to determine the fair value of stock appreciation rights, recognizing the stock compensation cost as services are provided. The subsidiary used the following economic assumptions to recognize the fair value of these instruments:

 

Performance Shares

 

 

 

Grant 2013

 

Grant 2012

 

Dividend Yield

 

1.81

%

2.09

%

Volatility in the price of share

 

51.08

%

52.30

%

Risk free interest rate

 

1.12

%

1.43

%

Expected period until exercise

 

5.00 years

 

4.01 years

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

SARS, Restricted and Phantom Shares

 

 

 

Grant 2013

 

Grant 2012

 

Dividend Yield

 

1.81

%

2.09

%

Volatility in the price of share

 

51.08

%

52.30

%

Risk free interest rate

 

1.12

%

1.43

%

Expected period until exercise

 

6.50 years

 

5.51 years

 

 

As of March 31, 2013 long-term incentive plan costs not yet recorded related to grants still in the grace period amounted to approximately US$ 4.08 million (R$ 8.22 million), and the average period for recognizing these costs was 4.98 years.

 

NOTE 20 — EXPENSES BY NATURE

 

The Company opted to present its Consolidated Statement of Income by function. As required by IAS 1, the Consolidated Statement of Income by nature is as follows:

 

 

 

For the three-month periods ended

 

 

 

March 31, 2013

 

March 31, 2012

 

Depreciation and amortization

 

(464,120

)

(437,946

)

Labor expenses

 

(1,437,487

)

(1,336,973

)

Raw material and consumption material

 

(5,908,098

)

(5,841,710

)

Freight

 

(447,634

)

(476,266

)

Other expenses/income, net

 

(583,853

)

(567,183

)

 

 

(8,841,192

)

(8,660,078

)

 

 

 

 

 

 

Classified as:

 

 

 

 

 

Cost of sales

 

(8,257,339

)

(8,092,895

)

Selling expenses

 

(151,230

)

(131,553

)

General and administrative expenses

 

(483,311

)

(467,232

)

Other operating income

 

61,782

 

41,532

 

Other operating expenses

 

(11,094

)

(9,930

)

 

 

(8,841,192

)

(8,660,078

)

 

NOTE 21 — FINANCIAL INCOME

 

 

 

For the three-month periods ended

 

 

 

March 31, 2013

 

March 31, 2012

 

Income from short-term investments

 

13,394

 

63,105

 

Interest income and other financial incomes

 

30,196

 

18,346

 

Financial income total

 

43,590

 

81,451

 

 

 

 

 

 

 

Interest on debts

 

(202,030

)

(188,356

)

Monetary variation and other financial expenses

 

(49,040

)

(34,991

)

Financial expenses total

 

(251,070

)

(223,347

)

 

 

 

 

 

 

Exchange variations, net

 

21,414

 

55,840

 

Losses on derivatives, net

 

(6,134

)

(11,284

)

Financial result, net

 

(192,200

)

(97,340

)

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

NOTE 22 — SEGMENT REPORTING

 

 

 

For the Three-month periods ended

 

 

 

Brazil Operation

 

North America Operation

 

Latin America Operation

 

Special Steels Operation

 

Eliminations and Adjustments

 

Consolidated

 

 

 

March 31, 2013

 

March 31, 2012

 

March 31, 2013

 

March 31, 2012

 

March 31, 2013

 

March 31, 2012

 

March 31, 2013

 

March 31, 2012

 

March 31, 2013

 

March 31, 2012

 

March 31, 2013

 

March 31, 2012

 

Net sales

 

3,458,007

 

3,220,135

 

2,924,576

 

3,141,365

 

1,144,308

 

1,148,992

 

1,813,170

 

1,855,456

 

(174,503

)

(166,506

)

9,165,558

 

9,199,442

 

Cost of sales

 

(2,928,310

)

(2,793,198

)

(2,753,771

)

(2,806,389

)

(1,049,176

)

(1,035,273

)

(1,694,892

)

(1,617,252

)

168,810

 

159,217

 

(8,257,339

)

(8,092,895

)

Gross profit

 

529,697

 

426,937

 

170,805

 

334,976

 

95,132

 

113,719

 

118,278

 

238,204

 

(5,693

)

(7,289

)

908,219

 

1,106,547

 

Selling, general and administrative expenses

 

(229,885

)

(228,007

)

(154,780

)

(132,673

)

(77,288

)

(61,891

)

(83,030

)

(83,828

)

(89,558

)

(92,386

)

(634,541

)

(598,785

)

Other operating income (expenses)

 

16,464

 

10,071

 

1,451

 

4,122

 

(1,670

)

(3,274

)

4,614

 

11,584

 

29,829

 

9,099

 

50,688

 

31,602

 

Equity in earnings of unconsolidated companies

 

 

 

15,595

 

17,490

 

(4,693

)

5,543

 

 

2,922

 

5,769

 

4,930

 

16,671

 

30,885

 

Operational (Loss) income before financial income (expenses) and taxes

 

316,276

 

209,001

 

33,071

 

223,915

 

11,481

 

54,097

 

39,862

 

168,882

 

(59,653

)

(85,646

)

341,037

 

570,249

 

Finacial result, net

 

(30,655

)

(26,324

)

(46,102

)

(23,613

)

(32,360

)

(10,328

)

(40,036

)

(19,808

)

(43,047

)

(17,267

)

(192,200

)

(97,340

)

Income (Loss) before taxes

 

285,621

 

182,677

 

(13,031

)

200,302

 

(20,879

)

43,769

 

(174

)

149,074

 

(102,700

)

(102,913

)

148,837

 

472,909

 

Income and social contribution taxes

 

(70,571

)

(49,749

)

27,355

 

(41,847

)

(4,072

)

(16,354

)

(21,585

)

(46,828

)

79,571

 

78,485

 

10,698

 

(76,293

)

Net income (Loss)

 

215,050

 

132,928

 

14,324

 

158,455

 

(24,951

)

27,415

 

(21,759

)

102,246

 

(23,129

)

(24,428

)

159,535

 

396,616

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales between segments

 

138,458

 

103,205

 

6,466

 

41,877

 

752

 

 

28,827

 

21,424

 

 

 

174,503

 

166,506

 

Depreciation/amortization

 

193,053

 

202,409

 

114,625

 

106,424

 

41,352

 

38,066

 

115,090

 

91,047

 

 

 

464,120

 

437,946

 

 

 

 

March 31, 2013

 

December 31, 2012

 

March 31, 2013

 

December 31, 2012

 

March 31, 2013

 

December 31, 2012

 

March 31, 2013

 

December 31, 2012

 

March 31, 2013

 

December 31, 2012

 

March 31, 2013

 

December 31, 2012

 

Investments in associates and jointly-controlled entities

 

 

 

288,325

 

278,211

 

911,439

 

907,476

 

1,288

 

1,288

 

143,360

 

238,630

 

1,344,412

 

1,425,605

 

Total assets

 

17,824,413

 

17,510,061

 

14,836,150

 

15,602,047

 

7,214,251

 

7,304,130

 

12,826,853

 

12,878,312

 

(894,687

)

(201,392

)

51,806,980

 

53,093,158

 

Total liabilities

 

6,693,198

 

6,831,829

 

4,316,445

 

4,945,152

 

2,568,816

 

2,497,586

 

6,690,164

 

6,742,720

 

3,063,106

 

3,277,954

 

23,331,729

 

24,295,241

 

 

The main products by business segment are:

Brazil Operation: rebar, bars, shapes, drawn products, billets, blooms, slabs, wire rod and structural shapes.

North America Operation: rebar, bars, wire rod, light and heavy structural shapes.

Latin America Operation: rebar, bars and drawn products.

Special Steel Operation: stainless steel, round, square and flat bars, wire rod.

 

The column of eliminations and adjustments includes the elimination of sales between segments applicable to the Company in the context of the Condensed Consolidated Interim Financial Statements.

The Company’s geographic information with net sales classified according to the geographical region where the products were shipped is as follows:

 

Information by geographic area:

 

 

 

For the Three-month periods ended

 

 

 

Brazil

 

Latin America (1)

 

North America (2)

 

Europe/Asia

 

Consolidated

 

 

 

March 31, 2013

 

March 31, 2012

 

March 31, 2013

 

March 31, 2012

 

March 31, 2013

 

March 31, 2012

 

March 31, 2013

 

March 31, 2012

 

March 31, 2013

 

March 31, 2012

 

Net sales

 

3,765,842

 

3,604,401

 

1,265,542

 

1,193,188

 

3,586,895

 

3,853,709

 

547,279

 

548,144

 

9,165,558

 

9,199,442

 

 

 

 

March 31, 2013

 

December 31, 2012

 

March 31, 2013

 

December 31, 2012

 

March 31, 2013

 

December 31, 2012

 

March 31, 2013

 

December 31, 2012

 

March 31, 2013

 

December 31, 2012

 

Total assets

 

27,502,152

 

20,988,524

 

7,214,251

 

7,304,130

 

16,713,569

 

21,569,514

 

377,008

 

3,230,990

 

51,806,980

 

53,093,158

 

 


(1) Does not include operations of Brazil

(2) Does not include operations of Mexico

 

IFRSs require that the Company discloses the net sales per product unless the information is not available and the cost to obtain it would be excessive. Accordingly, management does not consider this information useful for its decision making process, because it would entail aggregating sales for different markets with different currencies, subject to the effects of exchange differences. Steel consumption patterns and the pricing dynamics of each product or group of products in different countries and different markets within these countries are poorly correlated, and thus the information would not be useful and would not serve to conclude on historical trends and progresses. In light of this scenario and considering that the information on net sales by product is not maintained on a consolidated basis and the cost to obtain net sales per product would be excessive compared to the benefits that would be derived from this information, the Company is not presenting the breakdown of net sales by product.

 

NOTE 23 — IMPAIRMENT OF ASSETS

 

The impairment test of goodwill and other long-lived assets is tested based on the analysis and identification of facts or circumstances that may involve the need to perform the impairment test. The Company performs impairment tests of goodwill and other long-lived assets, based on projections of discounted cash flows, which take into account assumptions such as: cost of capital, growth rate and adjustments applied to flows in perpetuity, methodology for working capital determination, investment plans, and long-term economic-financial forecasts.  The goodwill impairment test allocated to business segments is performed annually in December, also being performed at interim reporting dates if events or circumstances indicate possible impairment.

 

To determine the recoverable amount of each business segment, the Company uses the discounted cash flow method, taking as basis, financial and economic projections for each segment. The projections are updated to take into consideration any observed changes in the economic environment of the market in which the Company operates, as well as premises of expected results and historical profitability of each segment.

 

The Company concluded that there are no indications that an impairment test of goodwill and other long-lived assets for the period ended on March 31, 2013 is required.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2013

(In thousands of Brazilian Reais — R$, unless otherwise stated)

(Unaudited)

 

NOTE 24 - SUBSEQUENT EVENTS

 

I) On April 8, 2013, the Company completed the issuance of a 10-year Bond (Ten Year Bonds) in the amount of US$ 750 million, with a coupon of 4.75% per year, through its subsidiary Gerdau Trade Inc. The proceeds from this issuance will be used to pay debts and for general corporative purposes. Additionally, the Company chose to designate part of this bond, in the amount of US$ 495 million, as Net Investment Hedge, and as a result of that, the effect of the exchange variation from this part of the Bond will be recognized directly in Equity and in the Statement of Comprehensive Income.

 

II) On May 02, 2013, the Company proposed to anticipate the payment of dividends on  income for the three-month period ended on March 31, 2013, which will be calculated and credited on the shareholding interest owned on May 17, 2013, in the amount of R$ 34.0 million (R$ 0.02 per common and preferred share), with payment on May 29, 2013. These amounts will be considered as payment in advance of the minimum dividends established by the Company’s by-laws, and will be submitted to the approval of the Board of Directors on May 7, 2013.

 

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