EX-99.1 2 a13-23192_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GERDAU S.A.

 

Condensed consolidated interim financial statements

 

as of September 30, 2013

 



 

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

In thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

Note

 

September 30, 2013

 

December 31, 2012

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

4

 

1,965,451

 

1,437,235

 

Short-term investments

 

 

 

 

 

 

 

Held for Trading

 

4

 

1,546,514

 

1,059,605

 

Trade accounts receivable - net

 

5

 

4,440,800

 

3,695,381

 

Inventories

 

6

 

8,196,754

 

9,021,542

 

Tax credits

 

 

 

608,365

 

601,148

 

Income and social contribution taxes recoverable

 

 

 

336,355

 

335,600

 

Unrealized gains on financial instruments

 

13

 

418

 

 

Other current assets

 

 

 

304,946

 

259,886

 

 

 

 

 

17,399,603

 

16,410,397

 

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

Tax credits

 

 

 

110,030

 

119,582

 

Deferred income taxes

 

 

 

2,164,589

 

2,210,300

 

Unrealized gains on financial instruments

 

13

 

678

 

 

Related parties

 

15

 

82,994

 

132,478

 

Judicial deposits

 

 

 

1,090,000

 

922,578

 

Other non-current assets

 

 

 

219,202

 

231,130

 

Prepaid pension cost

 

 

 

537,711

 

553,095

 

Investments in associates and jointly-controlled entities

 

8

 

1,496,801

 

1,425,605

 

Goodwill

 

10

 

10,843,579

 

10,033,396

 

Other Intangibles

 

 

 

1,456,447

 

1,364,416

 

Property, plant and equipment, net

 

9

 

20,806,805

 

19,690,181

 

 

 

 

 

38,808,836

 

36,682,761

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

56,208,439

 

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

 

September 30, 2013

 

December 31, 2012

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Trade accounts payable

 

 

 

3,289,279

 

3,059,684

 

Short-term debt

 

11

 

1,742,269

 

2,324,374

 

Debentures

 

12

 

26,943

 

257,979

 

Taxes payable

 

 

 

511,757

 

440,754

 

Income and social contribution taxes payable

 

 

 

101,073

 

87,944

 

Payroll and related liabilities

 

 

 

706,760

 

558,634

 

Dividends payable

 

 

 

 

47,379

 

Employee benefits

 

 

 

60,038

 

53,930

 

Environmental liabilities

 

 

 

14,051

 

24,536

 

Unrealized losses on financial instruments

 

13

 

514

 

1,535

 

Put options on non-controlling interests

 

 

 

 

607,760

 

Other current liabilities

 

 

 

496,868

 

358,673

 

 

 

 

 

6,949,552

 

7,823,182

 

 

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

Long-term debt

 

11

 

13,621,990

 

11,725,868

 

Debentures

 

12

 

400,168

 

360,334

 

Related parties

 

15

 

 

15

 

Deferred income taxes

 

 

 

1,283,703

 

1,795,963

 

Unrealized losses on financial instruments

 

13

 

147

 

6,664

 

Provision for tax, civil and labor liabilities

 

14

 

1,253,793

 

1,081,381

 

Environmental liabilities

 

 

 

49,657

 

42,395

 

Employee benefits

 

 

 

1,204,509

 

1,187,621

 

Other non-current liabilities

 

 

 

309,183

 

271,818

 

 

 

 

 

18,123,150

 

16,472,059

 

 

 

 

 

 

 

 

 

EQUITY

 

16

 

 

 

 

 

Capital

 

 

 

19,249,181

 

19,249,181

 

Treasury stocks

 

 

 

(283,163

)

(290,240

)

Capital reserves

 

 

 

11,597

 

11,597

 

Retained earnings

 

 

 

10,156,760

 

9,180,210

 

Operations with non-controlling interests

 

 

 

(1,732,962

)

(1,728,627

)

Other reserves

 

 

 

1,801,697

 

823,483

 

EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT

 

 

 

29,203,110

 

27,245,604

 

 

 

 

 

 

 

 

 

NON-CONTROLLING INTERESTS

 

 

 

1,932,627

 

1,552,313

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

31,135,737

 

28,797,917

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

 

 

56,208,439

 

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

 

For the nine-month period ended

 

 

 

Note

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

NET SALES

 

 

 

10,494,025

 

9,819,092

 

29,542,040

 

28,993,964

 

Cost of sales

 

20

 

(8,959,637

)

(8,621,389

)

(25,757,117

)

(25,264,844

)

GROSS PROFIT

 

 

 

1,534,388

 

1,197,703

 

3,784,923

 

3,729,120

 

Selling expenses

 

20

 

(177,393

)

(150,338

)

(493,622

)

(431,053

)

General and administrative expenses

 

20

 

(494,686

)

(480,084

)

(1,448,994

)

(1,433,829

)

Other operating income

 

20

 

46,229

 

53,551

 

145,552

 

126,431

 

Other operating expenses

 

20

 

(41,257

)

(49,934

)

(76,373

)

(82,102

)

Equity in earnings of unconsolidated companies

 

 

 

18,363

 

(3,144

)

34,664

 

14,187

 

INCOME BEFORE FINANCIAL INCOME (EXPENSES) AND TAXES

 

 

 

885,644

 

567,754

 

1,946,150

 

1,922,754

 

Financial income

 

21

 

95,041

 

66,309

 

202,300

 

248,070

 

Financial expenses

 

21

 

(258,098

)

(216,710

)

(773,495

)

(680,828

)

Exchange variations, net

 

21

 

(45,145

)

21,017

 

(367,537

)

(119,898

)

Gain and losses on financial instruments, net

 

21

 

2,043

 

(4,554

)

(7,683

)

(13,711

)

INCOME BEFORE TAXES

 

 

 

679,485

 

433,816

 

999,735

 

1,356,387

 

Income and social contribution taxes

 

 

 

 

 

 

 

 

 

 

 

Current

 

7

 

(113,680

)

(93,287

)

(250,509

)

(342,003

)

Deferred

 

7

 

75,804

 

67,888

 

452,869

 

339,195

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

 

 

641,609

 

408,417

 

1,202,095

 

1,353,579

 

 

 

 

 

 

 

 

 

 

 

 

 

ATTRIBUTABLE TO:

 

 

 

 

 

 

 

 

 

 

 

Owners of the parent

 

 

 

595,060

 

389,176

 

1,133,637

 

1,294,611

 

Non-controlling interests

 

 

 

46,549

 

19,241

 

68,458

 

58,968

 

 

 

 

 

641,609

 

408,417

 

1,202,095

 

1,353,579

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

17

 

0.35

 

0.23

 

0.67

 

0.76

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

17

 

0.35

 

0.23

 

0.67

 

0.76

 

 

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

 

For the nine-month period ended

 

 

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

Net income for the period

 

641,609

 

408,417

 

1,202,095

 

1,353,579

 

Items that may be reclassified subsequently to profit or loss

 

 

 

 

 

 

 

 

 

Other comprehensive income from associates and jointly-controlled entities

 

1,354

 

19,951

 

96,765

 

101,744

 

Cumulative translation adjustment

 

212,731

 

195,220

 

1,442,594

 

1,623,714

 

Unrealized Gains on net investment hedge

 

(39,182

)

(29,707

)

(558,724

)

(333,329

)

Cash flow hedges

 

 

 

 

 

 

 

 

 

Unrealized Gains (Losses)

 

85

 

 

689

 

(3,378

)

Reciclying to income

 

 

(3,378

)

3,312

 

541

 

 

 

174,988

 

182,086

 

984,636

 

1,389,292

 

Items that will not be reclassified to profit or loss

 

 

 

 

 

 

 

 

 

Net unrealized losses on defined benefit pension plan

 

 

 

 

(24,853

)

 

 

 

 

 

(24,853

)

Other comprehensive income, net of tax

 

174,988

 

182,086

 

984,636

 

1,364,439

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period, net of tax

 

816,597

 

590,503

 

2,186,731

 

2,718,018

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income attributable to:

 

 

 

 

 

 

 

 

 

Owners of the parent

 

764,798

 

561,150

 

2,089,876

 

2,606,250

 

Non-controlling interests

 

51,799

 

29,353

 

96,855

 

111,768

 

 

 

816,597

 

590,503

 

2,186,731

 

2,718,018

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

Total parent
company’s interest

 

Non-controlling
interests

 

Total
Shareholder’s Equity

 

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

 

 

 

 

 

 

 

 

1,294,611

 

 

 

 

 

 

 

1,294,611

 

58,968

 

1,353,579

 

Other comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

(23,409

)

 

 

 

(328,988

)

(2,853

)

1,666,889

 

 

1,311,639

 

52,800

 

1,364,439

 

Total comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

(23,409

)

1,294,611

 

 

 

(328,988

)

(2,853

)

1,666,889

 

 

2,606,250

 

111,768

 

2,718,018

 

Shareholders transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury stocks

 

 

(65,870

)

 

 

 

 

 

 

 

 

 

 

 

 

(65,870

)

(440

)

(66,310

)

Stock option expenses recognized in the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,950

 

21,950

 

206

 

22,156

 

Stock option exercised during the period

 

 

22,196

 

 

 

 

(4,257

)

 

 

 

 

 

 

 

 

17,939

 

 

17,939

 

Effects of interest changes in subsidiaries

 

 

 

 

 

 

 

 

 

(112

)

 

 

 

 

 

(112

)

(64,457

)

(64,569

)

Supplementary dividend

 

 

 

 

 

 

211

 

 

(255,164

)

 

 

 

 

 

 

(254,953

)

(6,032

)

(260,985

)

Balance as of September 30, 2012 (Note 16)

 

19,249,181

 

(280,873

)

11,597

 

407,615

 

428,465

 

7,795,113

 

(311,211

)

1,039,447

 

(1,726,786

)

1,696

 

(646,054

)

(2,853

)

1,280,860

 

76,476

 

27,322,673

 

1,563,379

 

28,886,052

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2013

 

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

 

 

 

 

 

 

 

 

1,133,637

 

 

 

 

 

 

 

1,133,637

 

68,458

 

1,202,095

 

Other comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

 

 

 

 

(555,129

)

3,678

 

1,507,690

 

 

956,239

 

28,397

 

984,636

 

Total comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

 

1,133,637

 

 

 

(555,129

)

3,678

 

1,507,690

 

 

2,089,876

 

96,855

 

2,186,731

 

Stock option expenses recognized in the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,975

 

21,975

 

168

 

22,143

 

Stock option exercised during the period

 

 

7,077

 

 

 

 

(4,027

)

 

 

 

 

 

 

 

 

3,050

 

33

 

3,083

 

Effects of interest changes in subsidiaries

 

 

 

 

 

 

 

 

 

(4,335

)

 

 

 

 

 

(4,335

)

325,857

 

321,522

 

Dividends/interest on capital

 

 

 

 

 

 

 

 

(153,060

)

 

 

 

 

 

 

(153,060

)

(42,599

)

(195,659

)

Balance as of September 30, 2013 (Note 16)

 

19,249,181

 

(283,163

)

11,597

 

478,897

 

490,891

 

8,673,772

 

(467,377

)

980,577

 

(1,732,962

)

1,620

 

(1,236,922

)

1,976

 

2,929,024

 

105,999

 

29,203,110

 

1,932,627

 

31,135,737

 

 

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 nine-month period ended

 

 

 

Note

 

September 30, 2013

 

September 30, 2012

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net income for the period

 

 

 

1,202,095

 

1,353,579

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

20

 

1,468,004

 

1,362,084

 

Equity in earnings of unconsolidated companies

 

8

 

(34,664

)

(14,187

)

Exchange variation, net

 

21

 

367,537

 

119,898

 

Losses on financial instruments, net

 

21

 

7,683

 

13,711

 

Post-employment benefits

 

 

 

87,489

 

137,951

 

Stock based remuneration

 

 

 

25,223

 

30,857

 

Income tax

 

7

 

(202,360

)

2,808

 

Gains on disposal of property, plant and equipment and investments, net

 

 

 

(39,840

)

(6,184

)

Allowance for doubtful accounts

 

 

 

41,248

 

31,915

 

Provision for tax, labor and civil claims

 

 

 

167,124

 

141,730

 

Interest income on investments

 

21

 

(83,311

)

(132,362

)

Interest expense on loans

 

21

 

652,990

 

592,059

 

Interest on loans with related parties

 

15

 

(1,522

)

(729

)

Provision for net realizable value adjustment in inventory

 

6

 

30,573

 

86,901

 

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

 

6

 

(54,016

)

(37,321

)

 

 

 

 

3,634,253

 

3,682,710

 

Changes in assets and liabilities

 

 

 

 

 

 

 

Increase in trade accounts receivable

 

 

 

(522,228

)

(409,914

)

Decrease (Increase) in inventories

 

 

 

1,125,335

 

(469,336

)

Increase (Decrease) in trade accounts payable

 

 

 

28,498

 

(217,923

)

Increase in other receivables

 

 

 

(163,439

)

(603,421

)

Increase (Decrease) in other payables

 

 

 

274,840

 

(86,681

)

Dividends from jointly-controlled entities

 

 

 

36,296

 

46,614

 

Purchases of trading securities

 

 

 

(2,170,059

)

(1,561,682

)

Proceeds from maturities and sales of trading securities

 

 

 

1,793,347

 

3,539,548

 

Cash provided by operating activities

 

 

 

4,036,843

 

3,919,915

 

 

 

 

 

 

 

 

 

Interest paid on loans and financing

 

 

 

(554,605

)

(481,351

)

Income and social contribution taxes paid

 

 

 

(274,499

)

(275,701

)

Net cash provided by operating activities

 

 

 

3,207,739

 

3,162,863

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

9

 

(1,921,005

)

(2,445,274

)

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

 

 

 

122,091

 

34,578

 

Additions to other intangibles

 

 

 

(115,327

)

(104,865

)

Advance for capital increase in jointly-controlled entity

 

 

 

(77,103

)

(206,214

)

Cash and cash equivalents consolidated in business combinations

 

 

 

 

16,916

 

Payment for business acquisitions, net of cash of acquired entities

 

3.6

 

(55,622

)

 

Net cash used in investing activities

 

 

 

(2,046,966

)

(2,704,859

)

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Increase (Reduction) of capital by non-controlling interests in subsidiaries

 

 

 

348,823

 

(76,623

)

Purchase of treasury shares

 

 

 

 

(44,932

)

Proceeds from exercise of shares

 

 

 

3,050

 

5,536

 

Dividends and interest on capital paid

 

 

 

(237,617

)

(416,342

)

Proceeds from loans and financing

 

 

 

4,039,613

 

1,196,308

 

Repayment of loans and financing

 

 

 

(4,223,637

)

(1,023,333

)

Intercompany loans, net

 

 

 

50,992

 

(267

)

Increase in controlling interest in subsidiaries

 

 

 

(33,090

)

 

Put-Options on non-controlling interest

 

 

 

(599,195

)

 

Net cash (used) provided in financing activities

 

 

 

(651,061

)

(359,653

)

 

 

 

 

 

 

 

 

Exchange variation on cash and cash equivalents

 

 

 

18,504

 

90,611

 

 

 

 

 

 

 

 

 

Increase in cash and cash equivalents

 

 

 

528,216

 

188,962

 

Cash and cash equivalents at beginning of period

 

 

 

1,437,235

 

1,476,599

 

Cash and cash equivalents at end of period

 

 

 

1,965,451

 

1,665,561

 

 

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 September 30, 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 steel and flat steel, 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 October 30, 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 and nine-month period ended September 30, 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 adoption 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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

the equity accounting method for investments in associates and jointly-controlled entities and has not performed the consolidation of these investments. As a result, 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 adoption 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 adoption 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 September 30, 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 because 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 from 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 from 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 from adopting these revised standards on its Consolidated Financial Statements.

 

IFRIC 21 — Levies

 

In May 2013, the IASB issued the IFRIC 21. This interpretation addresses aspects related to the recognition of a liability to pay a levy that is accounted for in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets. This

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

interpretation is effective for years beginning on or after January 1, 2014. The Company is assessing the potential impacts from the adoption of this interpretation on the Company’s Financial Statements.

 

IAS 36 — Recoverable Amount Disclosures for Non-Financial Assets - Amendments to IAS 36

 

In May 2013, the IASB revised IAS 36. The amendment of this standard requires the disclosure of the discount rates of the fair value measurement when the recoverable amount of impaired assets is based on fair value less costs of disposal. This standard is effective for annual periods beginning on or after January 1, 2014. The Company is assessing the potential impacts from the adoption of this revised standard on the Company’s Financial Statements.

 

IAS 39 — Novation of Derivatives and Continuation of Hedge Accounting - Amendments to IAS 39

 

In June 2013, the IASB revised IAS 39. The amendment of this standard has the objective to clarify when an entity is required to discontinue hedge accounting, in situations where the hedging instrument expires or is sold, terminated or exercised. This standard is effective for annual periods beginning on or after January 1, 2014. The Company is assessing the potential impacts from the adoption of this revised standard on the Company’s Financial Statements.

 

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 September 30, 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 September 30, 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 June 30, 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 the 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

 

a) 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$ 13,258 thousands (equivalent to R$ 26,361 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:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

 

 

Book Value

 

Fair Value
Adjustments

 

Fair Value Upon
acquisition

 

Current assets

 

13,919

 

 

13,919

 

Property, Plant and Equipment

 

17,276

 

 

17,276

 

Current liabilities

 

(4,834

)

 

(4,834

)

Net assets (liabilities) acquired

 

26,361

 

 

26,361

 

 

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 September 30, 2013, did not generate significant amounts of net sales and net income. In addition, the amount of net sales and net profit generated by this entity during the period ended September 30, 2013, had it been acquired at the beginning of that period, would not have been material.

 

b) On September 2, 2013, the Company acquired 100% of the Company Cyrgo S.A. (Cyrgo) by the amount of COP$ 23,789 million (equivalent to R$ 29,261 at the acquisition date). Cyrgo is a construction and steel products distributor, headquartered in Bogota, Colombia.

 

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

 

42,490

 

 

42,490

 

Property, Plant and Equipment

 

1,891

 

 

1,891

 

Goodwill

 

 

 

26,465

 

26,465

 

Current liabilities

 

(41,585

)

 

(41,585

)

Net assets (liabilities) acquired

 

2,796

 

26,465

 

29,261

 

 

Amounts related to net sales and accounts receivables, attributed to Cyrgo, included in the Company’s Consolidated Financial Statements since the acquisition date are not material. Cyrgo, since the acquisition date until September 30, 2013, did not generate significant amounts of net sales and net income. In addition, the amount of net sales and net profit generated by this entity during the period ended September 30, 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.

 

b) Gerdau Hungria Holdings LLC

 

The Company acquired from Grupo Gerdau Empreendimentos Ltda., 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.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

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

 

 

 

September 30, 2013

 

Companies / interest acquired

 

 

 

Acquisition of control

 

 

 

Cycle Systems Inc.

 

26,361

 

Cyrgo S.A.

 

29,261

 

 

 

55,622

 

 

 

 

 

Interest increase in subsidiaries

 

 

 

Gerdau Steel India Ltd.

 

18,151

 

Gerdau Hungria Holdings LLC

 

14,939

 

 

 

33,090

 

 

There were no amounts paid for business combinations and interest increases in already controlled subsidiaries on September 30, 2012.

 

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

 

Cash and cash equivalents

 

 

 

September 30, 2013

 

December 31, 2012

 

Cash

 

10,563

 

6,377

 

Banks and immediately available investments

 

1,954,888

 

1,430,858

 

Cash and cash equivalents

 

1,965,451

 

1,437,235

 

 

Short term investments

 

 

 

September 30, 2013

 

December 31, 2012

 

Held for trading

 

1,546,514

 

1,059,605

 

Short-term investments

 

1,546,514

 

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

 

 

 

September 30, 2013

 

December 31, 2012

 

Trade accounts receivable - in Brazil

 

1,726,434

 

1,227,610

 

Trade accounts receivable - exports from Brazil

 

112,705

 

300,669

 

Trade accounts receivable - foreign subsidiaries

 

2,725,827

 

2,252,488

 

(-) Allowance for doubtful accounts

 

(124,166

)

(85,386

)

 

 

4,440,800

 

3,695,381

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

NOTE 6 - INVENTORIES

 

 

 

September 30, 2013

 

December 31, 2012

 

Finished products

 

3,351,609

 

3,555,116

 

Work in progress

 

1,816,072

 

1,961,380

 

Raw materials

 

1,904,184

 

2,188,582

 

Storeroom supplies

 

822,607

 

943,265

 

Advances to suppliers

 

150,671

 

159,594

 

Imports in transit

 

203,971

 

285,474

 

(-) Allowance for adjustments to net realizable value

 

(52,360

)

(71,869

)

 

 

8,196,754

 

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

 

(13,347

)

Provision for adjustments to net realizable value

 

(141,121

)

Reversal of adjustments to net realizable value

 

86,710

 

Exchange rate variation

 

(4,111

)

Balance as of December 31, 2012

 

(71,869

)

Provision for adjustments to net realizable value

 

(30,573

)

Reversal of adjustments to net realizable value

 

54,016

 

Exchange rate variation

 

(3,934

)

Balance as of September 30, 2013

 

(52,360

)

 

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 September 30, 2013 the amounts of R$ 8,959,637 and R$ 544,142 (R$ 8,621,389 and R$ 489,904 as of September 30, 2012), respectively were recognized as cost of sales and freights in the condensed consolidated interim financial statements. During the nine-month period ended on September 30, 2013 the amounts of R$ 25,757,117 and R$ 1,486,651 (R$ 25,264,844 and R$ 1,443,430 as of September 30, 2012), respectively were recognized as cost of sales and freights in the condensed consolidated interim financial statements.

 

For the nine-month period ended on September 30, 2013, cost of sales includes the amounts of R$ 66,885 (R$ 52,871 as of September 30, 2012) related to the provision for adjustments to net realizable value of inventories and R$ 39,823 (R$ 24,560 as of September 30, 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$ 7,579 and R$ 16,593 for the three and nine-month periods ended on September 30, 2013, (R$ 6,930 and R$ 11,882 for the three and nine-month periods ended on September 30, 2012, respectively) of tax incentives in the form of income tax credits, related to technological innovation, funds for the rights of children and adolescents, senior citizens, sports, 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 2023, a 75% reduction in income tax on operating profit, which represents R$ 5,183 and R$ 10,236 for the three and nine-month periods ended on September 30, 2013, respectively (R$ 5,177 and R$ 6,673 for the three and nine-month periods ended on September 30, 2012). The respective tax incentives were recorded directly in the income and social contribution tax account in the statement of income.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

As of September 30, 2013, the Company had tax loss carryforwards arising from its operations in Brazil of R$ 794,772 for income tax (R$ 539,676 as of December 31, 2012) and R$ 1,365,473 for social contribution tax (R$ 1,252,564 as of December 31, 2012), representing a deferred tax asset of R$ 321,585 (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, the Company has not recorded a portion of the tax asset of R$ 187,529 (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 recorded R$ 21,381 of additional deferred tax asset related to tax loss carryforwards. As of September 30, 2013 and December 31, 2012, the subsidiary Gerdau Ameristeel had a deferred tax asset of R$ 225,328 and R$ 151,920, respectively, for tax loss carry forwards in Canada. These tax loss carryforwards expire on various dates between 2025 and 2033. 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, however, the amounts of deferred tax assets can be adjusted if the estimates of taxable income are revised.

 

As of September 30, 2013, the subsidiary Gerdau Ameristeel had R$ 282,026 (R$ 142,673 on December 31, 2012) of tax losses over capital losses for which no deferred tax assets were recognized. Of this amount, R$ 135,267, was 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$ 76,155 and R$ 1,820 included in the balance sheet as of September 30, 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$ 165,664 (R$ 144,982 at December 31, 2012), which have not been recognized and expire at various dates between 2013 and 2032. The subsidiary also had R$ 100,925 as of September 30, 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$ 6,953 (R$ 6,372 at December 31, 2012), which does not have an expiration date.

 

In Brazil, income taxes include the federal income tax (IRPJ) and social contribution (CSLL), which represent an additional federal income tax. The applicable tax rates for income tax and social contribution are 25% and 9%, respectively, for the three and nine month periods ended on September 30, 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 rates range 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 (IRPJ) and social contribution (CSLL) adjustments on the net income:

 

 

 

For the three-month period ended

 

For the nine-month period ended

 

 

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

Income before income taxes

 

679,485

 

433,816

 

999,735

 

1,356,387

 

Statutory tax rates

 

34

%

34

%

34

%

34

%

Income and social contribution taxes at statutory rates

 

(231,025

)

(147,498

)

(339,910

)

(461,172

)

Tax adjustment with respect to:

 

 

 

 

 

 

 

 

 

- Difference in tax rates in foreign companies

 

80,380

 

6,275

 

204,645

 

119,061

 

- Equity in earnings of unconsolidated companies

 

6,243

 

(1,069

)

11,786

 

4,824

 

- Interest on equity

 

44,547

 

(9,649

)

46,965

 

(9,329

)

- Tax credits and incentives

 

12,797

 

12,107

 

26,829

 

18,555

 

- Tax deductible goodwill recorded in statutory books

 

86,821

 

89,708

 

263,351

 

269,126

 

- Other permanent differences, net

 

(37,639

)

24,727

 

(11,306

)

56,127

 

Income and social contribution taxes

 

(37,876

)

(25,399

)

202,360

 

(2,808

)

Current

 

(113,680

)

(93,287

)

(250,509

)

(342,003

)

Deferred

 

75,804

 

67,888

 

452,869

 

339,195

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 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

 

 

 

(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

 

25,147

 

(5,357

)

 

13,559

 

(1,670

)

(2,800

)

(4,601

)

9,123

 

1,263

 

 

 

34,664

 

Cumulative Translation Adjustment

 

24,507

 

3,582

 

 

 

805

 

15,594

 

8,225

 

2,885

 

 

 

41,167

 

96,765

 

Capital reduction

 

 

 

 

 

 

 

 

 

(26,663

)

 

 

(26,663

)

Acquisition/Disposal of investment

 

 

 

 

 

 

 

 

 

(74,377

)

 

 

(74,377

)

Capital increase

 

 

77,103

 

 

 

 

 

 

 

 

 

 

77,103

 

Dividends

 

(13,242

)

 

 

(20,553

)

 

 

 

(2,501

)

 

 

 

(36,296

)

Balance as of September 30, 2013

 

314,623

 

127,335

 

 

114,787

 

22,461

 

189,989

 

107,396

 

151,383

 

 

1,290

 

467,537

 

1,496,801

 

 

a) Joint Ventures North America

 

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

 

b) Goodwill

 

 

 

September 30, 2013

 

December 31, 2012

 

Dona Francisca Energética S.A.

 

17,071

 

17,071

 

Grupo Multisteel Business Holdings Corp.

 

54,516

 

46,195

 

Corsa Controladora S.A. de C.V.

 

176,525

 

163,269

 

Corporación Centroamericana del Acero, S.A.

 

219,425

 

199,835

 

 

 

467,537

 

426,370

 

 

NOTE 9 — PROPERTY, PLANT AND EQUIPMENT

 

a) Summary of changes in property, plant and equipment — during the three-month period ended on September 30, 2013, acquisitions amounted to R$ 729,419 (R$ 903,901 as of September 30, 2012), and disposals amounted to R$ 2,307 (R$ 24,921 as of September 30, 2012). During the nine-month period ended on September 30, 2013, acquisitions amounted to R$ 1,921,005 (R$ 2,445,274 as of September 30, 2012), and disposals amounted to R$ 7,845 (R$ 28,078 as of September 30, 2012).

 

b) Capitalized borrowing costs — borrowing costs capitalized during the three-month period ended September 30, 2013 amounted to R$ 30,417 (R$ 26,718 as of September 30, 2012). Borrowing costs capitalized during the nine-month period ended September 30, 2013 amounted to R$ 86,542 (R$ 68,801 as of September 30, 2012).

 

c) Guarantees — property, plant and equipment have been pledged as collateral for loans and financing in the amount of R$ 541,610 as of September 30, 2013 (R$ 525,220 as of December 31, 2012).

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 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

 

803,830

 

(20,112

)

783,718

 

(+) Additions (Note 3.4b)

 

26,465

 

 

26,465

 

Balance as of September 30, 2013

 

11,095,541

 

(251,962

)

10,843,579

 

 

 

 

September 30, 2013

 

December 31, 2012

 

Brazil

 

525,854

 

513,711

 

Special Steels

 

2,451,965

 

2,239,566

 

Latin America

 

764,797

 

770,843

 

North America

 

7,100,963

 

6,509,276

 

 

 

10,843,579

 

10,033,396

 

 

NOTE 11 — LOANS AND FINANCING

 

Loans and financing are as follows:

 

 

 

Annual interest rate (*)

 

September 30,
2013

 

December 31,
2012

 

Short term financing in Brazilian reais

 

 

 

 

 

 

 

Working capital

 

7.75

%

382,122

 

393,579

 

Financing of investment

 

9.14

%

25,699

 

 

Short term financing in foreign currency

 

 

 

 

 

 

 

Working capital (US$)

 

2.04

%

539,100

 

943,790

 

Working capital (€)

 

2.78

%

125,418

 

64,190

 

Working capital (Clp$)

 

3.76

%

1,729

 

2,096

 

Working capital (Cop$)

 

6.67

%

118,378

 

172,105

 

Working capital (PA$)

 

17.97

%

8,989

 

38,102

 

Working capital (Mxn$)

 

5.79

%

52,549

 

154,289

 

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

 

4.07

%

6,596

 

6,764

 

Financing of property, plant and equipment and others (INR)

 

10.83

%

4,329

 

5,133

 

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

 

5.79

%

43,126

 

26,125

 

 

 

 

 

1,308,035

 

1,806,173

 

Plus current portion of long-term financing

 

 

 

434,234

 

518,201

 

Short term financing plus current portion of long-term financing

 

 

 

1,742,269

 

2,324,374

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

Long-term financing in Brazilian reais

 

 

 

 

 

 

 

Working capital

 

1.87

%

19,138

 

263,774

 

Financing of property, plant and equipment

 

7.37

%

1,460,235

 

1,615,955

 

Financing of investment

 

9.15

%

626,900

 

 

Long-term financing in foreign currency

 

 

 

 

 

 

 

Working capital (US$)

 

1.86

%

326,702

 

1,318,628

 

Working capital (€)

 

2.78

%

37,726

 

56,154

 

Working capital (Mxn$)

 

5.79

%

 

27,956

 

Working capital (COP$)

 

6.66

%

252,157

 

248,924

 

Working capital (PA$)

 

17.97

%

400

 

618

 

Working capital (INR)

 

10.83

%

14,435

 

 

Ten Year Bonds (US$)

 

6.51

%

10,493,676

 

8,274,411

 

Financing of investment (US$)

 

4.75

%

153,256

 

188,178

 

Financing of investment (INR)

 

10.83

%

131,791

 

143,276

 

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

 

4.30

%

507,942

 

106,195

 

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

 

5.79

%

31,866

 

 

 

 

 

 

14,056,224

 

12,244,069

 

Less: current portion

 

 

 

(434,234

)

(518,201

)

Long term financing minus current portion

 

 

 

13,621,990

 

11,725,868

 

Total financing

 

 

 

15,364,259

 

14,050,242

 

 

 

 

 

 

 

 

 

Principal amount of the financing

 

 

 

15,025,527

 

13,741,887

 

Interest amount of the financing

 

 

 

338,732

 

308,355

 

Total financing

 

 

 

15,364,259

 

14,050,242

 

 


(*) Weighted average effective interest costs on September 30, 2013.

 

Loans and financing denominated in Brazilian Reais are indexed at fixed rates or to the following indicators: 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), CDI (Interbank Deposit Certificate), the IGP-M (general market price index, a Brazilian inflation rate measured by Fundação Getúlio Vargas) and IPCA (Extended National Consumer Price Index).

 

Summary of loans and financing by currency:

 

 

 

September 30,
2013

 

December 31,
2012

 

Brazilian Real (R$)

 

2,514,094

 

2,273,308

 

U.S. Dollar (US$)

 

12,027,272

 

10,837,966

 

Euro (€)

 

163,144

 

120,344

 

Colombian Peso (Cop$)

 

370,535

 

421,029

 

Argentine Peso (PA$)

 

9,389

 

38,720

 

Chilean Peso (Clp$)

 

1,729

 

2,096

 

Mexican Peso (Mxn$)

 

127,541

 

208,370

 

Indian rupee (INR)

 

150,555

 

148,409

 

 

 

15,364,259

 

14,050,242

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

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

 

 

 

September 30,
2013

 

December 31,
2012

 

2014 (*)

 

182,519

 

1,054,654

 

2015

 

899,048

 

1,113,093

 

2016

 

395,020

 

326,199

 

2017

 

3,690,716

 

3,330,154

 

2018 and after

 

8,454,687

 

5,901,768

 

 

 

13,621,990

 

11,725,868

 

 


(*) For the period as of September 30, 2013, the amounts represents payments from October 01, 2014 to December 31, 2014.

 

a) On April 15, 2013, the Company, through its subsidiary Gerdau Trade Inc., concluded the issuance of ten-year bonds, in the amount of US$ 0.7 billion, with a coupon of 4.75% annually. The proceeds have being used to refinance the Company’s indebtedness and for general corporate purposes. On September 30, 2013, the outstanding balance of this financing was R$ 1.5 billion.

 

b) 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.

 

During the 2nd quarter of 2013, the Company completed the implementation of its new financial covenants standard in which cash and cash equivalents, as well as financial income are considered in the calculation of the indicators. Aligned with this strategy, the financing agreements of the Company and its subsidiaries, which contain financial covenants, follow the new standard:

 

I) Net Interest Coverage Ratio - measures the ability to pay net financial expenses in relation to EBITDA, as defined in the bank agreements (Earnings before Interest, Taxes, Depreciation, Amortization, Impairment and Restructuring Costs). The contractual ratio indicates that the EBITDA for the last 12 months should represent at least 3 times the net financial expense of the same period for Gerdau S.A. and 3.5 times for Metalúrgica Gerdau S.A. On September 30, 2013, the current ratio was 5.5 times at Gerdau S.A. and 4.6 times in Metalúrgica Gerdau S.A.

 

II) Net Leverage Ratio - measures the level of net debt (considers the outstanding principal of the debt, less cash, cash equivalents and short-term investments) to EBITDA, as defined in the bank agreements. The contractual ratio indicates that the net debt should not surpass 4 times the EBITDA for the last 12 months. As of September 30, 2013, the current ratio was 2.8 times at Gerdau S.A. and 3.1 times at Metalúrgica Gerdau S.A.

 

III) Current Ratio — Refers only to Metalúrgica Gerdau S.A., 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 September 30, 2013 the current ratio was 2.5 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.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

NOTE 12 — DEBENTURES

 

 

 

 

 

Quantity as of September 30, 2013

 

 

 

September 30,

 

December 31,

 

Issuance

 

General Meeting

 

Issued

 

Held in treasury

 

Maturity

 

2013

 

2012

 

3rd- A and B

 

May 27,1982

 

144,000

 

122,790

 

06/01/2021

 

85,762

 

90,540

 

7th

 

July 14, 1982

 

68,400

 

45,692

 

07/01/2022

 

118,060

 

117,936

 

8th

 

November 11, 1982

 

179,964

 

141,204

 

05/02/2023

 

131,639

 

257,979

 

9th

 

June 10, 1983

 

125,640

 

48,641

 

09/01/2014

 

26,943

 

30,948

 

11th - A and B

 

June 29, 1990

 

150,000

 

136,871

 

06/01/2020

 

64,707

 

120,910

 

Total Consolidated

 

 

 

 

 

 

 

 

 

427,111

 

618,313

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

26,943

 

257,979

 

Non-current

 

 

 

 

 

 

 

 

 

400,168

 

360,334

 

 

Maturities of long-term amounts are as follows:

 

 

 

September 30, 2013

 

December 31, 2012

 

2014 (*)

 

 

30,948

 

2020 on

 

400,168

 

329,386

 

 

 

400,168

 

360,334

 

 


(*) For the period as of September 30, 2013, the amounts represents payments from October 01, 2014 to December 31, 2014.

 

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 5.62% and 8.40% for the nine-month period ended on September 30, 2013 and annual period ended on December 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:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

 

 

September 30, 2013

 

December 31, 2012

 

 

 

Book

 

Fair

 

Book

 

Fair

 

 

 

value

 

value

 

value

 

value

 

Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

1,965,451

 

1,965,451

 

1,437,235

 

1,437,235

 

Short-term investments

 

1,546,514

 

1,546,514

 

1,059,605

 

1,059,605

 

Trade accounts receivable

 

4,440,800

 

4,440,800

 

3,695,381

 

3,695,381

 

Related parties

 

82,994

 

82,994

 

132,478

 

132,478

 

Unrealized gains on derivatives

 

1,096

 

1,096

 

 

 

Other current assets

 

304,946

 

304,946

 

259,886

 

259,886

 

Other non-current assets

 

219,202

 

219,202

 

231,130

 

231,130

 

Liabilities

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

3,289,279

 

3,289,279

 

3,059,684

 

3,059,684

 

Ten Year Bonds

 

10,493,676

 

10,799,457

 

8,274,411

 

9,390,609

 

Other financing

 

4,870,583

 

4,870,583

 

5,775,831

 

5,775,831

 

Payroll and related liabilities

 

706,760

 

706,760

 

558,634

 

558,634

 

Debentures

 

427,111

 

427,111

 

618,313

 

618,313

 

Related parties

 

 

 

15

 

15

 

Other current liabilities

 

496,868

 

496,868

 

358,673

 

358,673

 

Other non-current liabilities

 

309,183

 

309,183

 

271,818

 

271,818

 

Put options on non controlling interest

 

 

 

607,760

 

607,760

 

Unrealized losses on derivatives

 

661

 

661

 

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, 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.

 

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 its 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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

balances.  Regarding 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/ EBITDA, Net Financial Expenses Coverage Ratio, and Indebtedness/Equity Ratio. The Net Debt is composed of the outstanding principal of the debt, less cash, cash equivalents and short-term investments (notes 4, 11 and 12). The total capitalization is formed by Total Debt (composed by the outstanding principal of the debt) and equity (note 21). The Company may change its capital structure, as economic and financial conditions to optimize its financial leverage and its debt management. At the same time, the Company seeks to improve its ROCE (Return on Capital Employed) by implementing a working capital management and an efficient program of capital expenditures. 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

Net debt/EBITDA

 

less or equal to 4 times

Net Financial Expenses 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:

 

Impacts on Statements of Income

 

Assumptions

 

Percentage of change

 

September 30, 2013

 

September 30, 2012

 

Foreign currency sensitivity analysis

 

5

%

176,052

 

155,961

 

Interest rate sensitivity analysis

 

10

bps

83,571

 

83,111

 

Sensitivity analysis of changes in prices of products sold

 

1

%

295,420

 

289,940

 

Sensitivity analysis of changes in raw material and commodity prices

 

1

%

183,249

 

182,913

 

Sensitivity analysis of interest rate swaps

 

10

bps

2,312

 

1,113

 

Sensitivity analysis of NDF’s (Non Deliverable Forwards)

 

5

%

5,694

 

5,755

 

 

Foreign currency sensitivity analysis:  As of September 30, 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$ 176,052 and R$ 84,220 after the effects of changes in the net investment hedge described in note 13.g, as of September 30, 2013 (R$ 155,961 and R$ 74,356 of September 30, 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.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

Interest rate sensitivity analysis: The interest rate sensitivity analysis made by the Company considers the effects of an increase or reduction of 10 basis point (bps) 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$ 83,571 as of September 30, 2013 (R$ 83,111 as of September 30, 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. This exposure is associated with the fluctuation of the sale price of the Company’s products and the price of raw materials and other inputs used in the production process, mainly for operating in a commodity market. 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, considering the net income and costs of the nine-month period ended on September 30, 2013, totals R$ 295,420 (R$ 289,940 as of September 30, 2012) and the variation in the price of raw materials and other inputs totals R$ 183,249 as of September 30, 2013 (R$ 182,913 as of September 30, 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 10 bps in the interest curve (Libor), and its impacts in the swaps mark to market. An increase of 10 bps in the interest curve represents an income of R$ 2,312 (income of R$ 1,113 as of September 30, 2012) and a decrease of 10 bps in the interest curve represents an expense of R$ 2,312 (expense of R$ 1,113 as of September 30, 2012). On September 30, 2013, these effects would be recognized in the statement of comprehensive income in the amount of R$ 2,312 (R$ 1,074 in the statement of income and R$ 39 in the statement of comprehensive income on September 30, 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 Brazilian Real 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 and Brazilian Real represents a gain of R$ 5,694 as of September 30, 2013 (R$ 5,755 as of September, 30 2012) and a decrease of 5% on the US Dollar against the Colombian Peso and Brazilian Real represents a loss of R$ 5,694 as of September 30, 2013 (R$ 5,755 as of September 30, 2012). The Dollar/Colombian Peso and Dollar/Brazilian Real forward contracts were entered into to hedge liabilities (debt) 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.

 

d) Financial Instruments per Category

 

Summary of the financial instruments per category:

 

September 30, 2013
Assets

 

Loans and receivables

 

Assets at fair value
with gains and losses
recognized in income

 

Total

 

Cash and cash equivalents

 

1,965,451

 

 

1,965,451

 

Short-term investments

 

 

1,546,514

 

1,546,514

 

Unrealized gains on financial instruments

 

 

1,096

 

1,096

 

Trade accounts receivable

 

4,440,800

 

 

4,440,800

 

Related parties

 

82,994

 

 

82,994

 

Other current assets

 

304,946

 

 

304,946

 

Other non-current assets

 

219,202

 

 

219,202

 

Total

 

7,013,393

 

1,547,610

 

8,561,003

 

Financial result for the nine-month period ended on September 30, 2013

 

213,958

 

88,619

 

302,577

 

Financial result for the three-month period ended on September 30, 2013

 

64,202

 

44,967

 

109,169

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 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

 

 

 

3,289,279

 

3,289,279

 

Ten Year Bonds

 

 

 

10,493,676

 

10,493,676

 

Other financing

 

 

 

4,870,583

 

4,870,583

 

Payroll and related liabilities

 

 

 

706,760

 

706,760

 

Debentures

 

 

 

427,111

 

427,111

 

Related parties

 

 

 

 

 

Other current liabilities

 

 

 

496,868

 

496,868

 

Other non-current liabilities

 

 

 

309,183

 

309,183

 

Unrealized losses on financial instruments

 

 

661

 

 

661

 

Total

 

 

661

 

20,593,460

 

20,594,121

 

Financial result for the nine-month period ended on September 30, 2013

 

(12,992

)

 

(1,236,000

)

(1,248,992

)

Financial result for the three-month period ended on September 30, 2013

 

2,872

 

 

(318,201

)

(315,329

)

 

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 result for the nine-month period ended on September 30, 2012

 

259,600

 

132,945

 

392,545

 

Financial result for the three-month period ended on September 30, 2012

 

93,833

 

31,648

 

125,480

 

 

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 result for the nine-month period ended on September 30, 2012

 

(14,293

)

 

(944,619

)

(958,912

)

Financial result for the three-month period ended on September 30, 2012

 

(4,031

)

 

(255,387

)

(259,418

)

 

As of September 30, 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. 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.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

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

 

On September 24, 2013, the subsidiary Gerdau Aços Longos S.A. has entered into Non Deliverable Forwards with notional amount of US$ 34.3 million (R$ 76.5 million as of September 30, 2013) and a maturity date October 17, 2013. These transactions were contracted to hedge against exchange exposure from pre-payment. The fair value of these contracts represented a gain of R$ 678 and it is presented in the consolidated statement of income. The counterparty of these transactions is HSBC bank.

 

The subsidiary Diaco S.A. has Non Deliverable Forwards, with a notional amount of US$ 20.0 million (R$ 44.6 million as of September 30, 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$ 1,567 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 settled Non Deliverable Forwards, with a notional amount of US$ 60.0 million (R$ 132.9 million as of September 30, 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 gain of R$ 3,711 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$ 657.2 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$ 14.3 million (R$ 31.9 million as of September 30, 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 September 30, 2013 results in a loss of R$ 1,071 presented in the statement of income. The counterparty to this transaction is Banco Bilbao Vizcaya -BBVA.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

The subsidiary Gerdau Açominas S.A. has settled interest rate swap with a notional value of US$ 350 million (R$ 775 million as of September 30, 2013) and maturity date on 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 September 30, 2013 is a loss of R$ 2,993 presented in the statement of income. The counterparts of this transaction are HSBC, Citibank and Morgan Stanley.

 

On September 24, 2013, the subsidiary Gerdau Kalyani entered into cross currency interest rate swap qualified as cash flow hedge, in which it receives a variable interest rate based on LIBOR and pays a fixed interest rate in Indian Rupee. This transaction has nominal value of US$ 40.0 million (R$ 89.2 million as of September 30, 2013) and a maturity date on September 24, 2018. This swap was contracted to manage the risk of changes in interest rates (Libor) and risk of changes in the exchange rate (Dollar/Indian Rupee). The fair value of this transaction as of September 30, 2013 is a loss of R$ 147 presented in the statement of comprehensive income. The counterparty to this transaction is Bank of Tokyo.

 

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

 

Other comprehensive income

 

Amount receivable

 

Amount payable

 

 

 

Position

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

Forward

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diaco S.A

 

 

 

 

 

 

 

3,711

 

(8,600

)

 

 

 

 

 

 

Diaco S.A

 

 

 

 

 

US$ 20.0 million

 

US$ 20.0 million

 

1,567

 

(1,152

)

 

 

418

 

 

 

(1,535

)

Gerdau S.A

 

 

 

 

 

 

 

 

(2,528

)

 

 

 

 

 

 

Gerdau Aços Longos S.A.

 

 

 

 

 

US$ 34.3 million

 

 

678

 

 

 

 

678

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,956

 

(12,280

)

 

 

1,096

 

 

 

(1,535

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swap contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Siderúrgica del Perú S.A.A. - Siderperú

 

receivable under the swap

 

Libor 6M + 0.90%

 

US$ 14.3 million

 

US$ 25.0 million

 

(1,071

)

(2,117

)

833

 

(3,378

)

 

 

(514

)

(1,646

)

 

 

payable under the swap

 

5.50%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gerdau Açominas S.A.

 

receivable under the swap

 

Libor 6M + 2.30%

 

 

US$ 350.0 million

 

(2,993

)

686

 

3,312

 

541

 

 

 

 

(5,018

)

 

 

payable under the swap

 

3.28%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gerdau Hungria Holding Liability Company

 

payable under the swap

 

1.32%

 

 

 

(9,576

)

 

 

 

 

 

 

 

Gerdau Steel India Ltd.

 

receivable under the swap

 

Libor 6M +2%

 

US$ 40.0 million

 

 

 

 

(144

)

 

 

 

(147

)

 

 

 

payable under the swap

 

10.17%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13,640

)

(1,431

)

4,001

 

(2,837

)

 

 

(661

)

(6,664

)

 

 

 

 

 

 

 

 

 

 

(7,683

)

(13,711

)

4,001

 

(2,837

)

1,096

 

 

(661

)

(8,199

)

 

 

 

 

September 30, 2013

 

December 31, 2012

 

Unrealized gains on derivatives

 

 

 

 

 

Current assets

 

418

 

 

Non-current assets

 

678

 

 

 

 

1,096

 

 

Unrealized losses on derivatives

 

 

 

 

 

Current liabilities

 

(514

)

(1,535

)

Non-current liabilities

 

(147

)

(6,664

)

 

 

(661

)

(8,199

)

Net effect

 

435

 

(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$ 1.2 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.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

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$ 1.9 billion will continue to be recognized in equity and in the statement of comprehensive income, while the exchange rate variance on the portion of US$ 0.8 billion is recognized in income.

 

On April 15, 2013, the Company, through its subsidiary Gerdau Trade Inc., completed the issuance of a 10-year Bond (Ten Year Bonds) in the amount of US$ 0.7 billion. The Company designated the amount of US$ 0.5 billion of this issuance as a net investment hedge and as a consequence, the effect of exchange variance of this portion of the debt will be registered in equity and in the statement of comprehensive income, while the exchange rate variance on the portion of US$ 0.2 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$ 0.2 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$ 39,182 and R$ 558,724 for the three and nine-month periods ended on September 30, 2013, respectively (loss of R$ 29,707 and R$ 333,329 for the three and nine-month period ended on September 30, 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.

 

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 September 30, 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 September 30, 2013, are as follows:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

 

 

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)

 

 

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term investments Trading

 

1,546,514

 

1,059,605

 

1,066,098

 

985,714

 

480,416

 

73,891

 

Financial instruments

 

418

 

 

 

 

418

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial instruments

 

678

 

 

 

 

678

 

 

 

 

1,547,610

 

1,059,605

 

1,066,098

 

985,714

 

481,512

 

73,891

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial instruments

 

514

 

1,535

 

 

 

514

 

1,535

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial instruments

 

147

 

6,664

 

 

 

147

 

6,664

 

 

 

661

 

8,199

 

 

 

661

 

8,199

 

 

 

1,548,271

 

1,067,804

 

1,066,098

 

985,714

 

482,173

 

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

 

 

 

September 30, 2013

 

December 31, 2012

 

a) Tax provisions

 

1,020,948

 

862,597

 

b) Labor provisions

 

209,215

 

200,205

 

c) Civil provisions

 

23,630

 

18,579

 

 

 

1,253,793

 

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 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.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

II) Judicial deposits

 

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

 

 

 

September 30, 2013

 

December 31, 2012

 

Tax

 

1,030,650

 

872,272

 

Labor

 

55,139

 

45,932

 

Civil

 

4,211

 

4,374

 

 

 

1,090,000

 

922,578

 

 

NOTE 15 - RELATED-PARTY TRANSACTIONS

 

a)             Intercompany loans

 

 

 

September 30, 2013

 

December 31, 2012

 

Assets

 

 

 

 

 

Associate companies

 

 

 

 

 

Armacero Ind. Com. Ltda.

 

18,011

 

9,287

 

 

 

 

 

 

 

Controlling shareholders

 

 

 

 

 

Metalúrgica Gerdau S.A.

 

113

 

 

 

 

 

 

 

 

Jointly-controlled entities

 

 

 

 

 

Gerdau Corsa SAPI de C.V.

 

2,042

 

56,243

 

 

 

 

 

 

 

Others

 

 

 

 

 

Fundação Gerdau

 

62,735

 

66,933

 

Others

 

93

 

15

 

 

 

82,994

 

132,478

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Parent company

 

 

 

 

 

Metalúrgica Gerdau S.A.

 

 

(13

)

Others

 

 

 

 

 

Others

 

 

(2

)

 

 

 

(15

)

 

 

 

For the nine-month period ended

 

 

 

September 30, 2013

 

September 30, 2012

 

Net financial income

 

1,522

 

729

 

 

b)             Commercial operations

 

During the nine-month periods ended September 30, 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$ 528,587 as of September 30, 2013 (R$ 306,119 as of September 30, 2012) and purchases in the amount of R$ 368,839 as of September 30, 2013 (R$ 155,886 as of September 30, 2012). The net balance of accounts receivable totals R$ 52,584 as of September 30, 2013 (R$ 81,889 as of December 31, 2012).

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

c)              Financial operations

 

 

 

(Expenses)/Income

 

 

 

For the nine-month periods ended

 

 

 

September 30, 2013

 

September 30, 2012

 

Shareholders

 

 

 

 

 

Indac - Ind. Adm. e Comércio S.A. (*)

 

(9,606

)

(13,083

)

Grupo Gerdau Empreendimentos Ltda. (**)

 

453

 

 

 


(*) Guarantees of certain financing in the amount of R$ 1,256,641 at September 30, 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

 

Dec/14

 

8,899

 

Gerdau Açominas S.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

2,042,893

 

Jun/15 - Nov/17

 

493,931

 

Empresa Siderúrgica Del Peru S.A.A

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

148,071

 

Unspecified

 

156,100

 

Empresa Siderúrgica Del Peru S.A.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

443,147

 

Mar/14 - Apr/14

 

156,115

 

GTL Trade Finance Inc.

 

Subsidiary

 

Guarantee

 

10-year Bond

 

1,744,000

 

Oct/17

 

3,345,000

 

Diaco S.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

109,158

 

Mar/14 - Jun/17

 

144,950

 

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

 

2,765,200

 

Industrias Nacionales C. por A.

 

Associate

 

Guarantee

 

Financing Agreements

 

102,529

 

Jul/15 - Jan/19

 

129,067

 

Industrias Nacionales C. por A.

 

Associate

 

Guarantee

 

Financing Agreements

 

112,852

 

Mar/14

 

46,510

 

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

 

Associate

 

Guarantee

 

Working Capital Line

 

75,392

 

Oct/13

 

99,235

 

Gerdau Trade Inc.

 

Subsidiary

 

Guarantee

 

10-year Bond

 

2,117,750

 

Sept/21

 

2,754,050

 

Gerdau Açominas S.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

67,773

 

Jan/16

 

90,315

 

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

 

Associate

 

Guarantee

 

Financing Agreements

 

123,293

 

Aug/14

 

162,833

 

Siderúrgica Tultitlán S.A. de C.V.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

20,434

 

Jun/14

 

24,292

 

Coquecol S.A.C.I.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

122,508

 

Dec/13 - Jul/14

 

131,637

 

Steelchem Trading Corporation

 

Associate

 

Guarantee

 

Financing Agreements

 

80,964

 

Mar/14 - Jun/14

 

89,200

 

Gerdau Trade Inc.

 

Subsidiary

 

Guarantee

 

10-year Bond

 

1,501,275

 

Apr/23

 

1,529,780

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 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$ 173,771 as of September 30, 2013 (R$ 349,600 as of December 31, 2012), which corresponds to 38,202 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 2.19% and 5.62% for the three-month and nine-month periods ended on September 30, 2013, respectively (2.00% and 6.59% for the three-month and nine-month periods ended on September 30, 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$ 5,037 and R$ 24,324 for the three-month and nine-month periods ended on September 30, 2013 (R$ 4,840 and R$ 42,557 for the three-month and nine-month period ended on September 30, 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:

 

 

 

September 30, 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

 

 

404,411

 

 

558,363

 

Others

 

 

 

 

(2,299,429

)

Balance at the end of the period

 

571,929,945

 

1,128,938,756

 

571,929,945

 

1,128,534,345

 

 

On September 30, 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

 

 

 

September 30, 2013

 

December 31, 2012

 

Shareholders

 

Common

 

%

 

Pref.

 

%

 

Total

 

%

 

Common

 

%

 

Pref.

 

%

 

Total

 

%

 

Metalúrgica Gerdau S.A. and subsidiary*

 

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

 

28,657,881

 

5.0

 

177,105,078

 

15.5

 

205,762,959

 

12.0

 

26,937,159

 

4.7

 

180,724,706

 

15.8

 

207,661,865

 

12.1

 

Foreign institutional investors

 

22,720,271

 

4.0

 

545,102,320

 

47.6

 

567,822,591

 

33.0

 

23,148,777

 

4.0

 

530,037,997

 

46.2

 

553,186,774

 

32.2

 

Other shareholders

 

70,839,139

 

12.3

 

153,889,874

 

13.4

 

224,729,013

 

13.1

 

72,131,355

 

12.6

 

164,930,158

 

14.4

 

237,061,513

 

13.8

 

Treasury stock

 

1,697,538

 

0.3

 

17,092,489

 

1.4

 

18,790,027

 

1.0

 

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.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

b) Treasury stocks

 

Changes in treasury shares are as follows:

 

 

 

September 30, 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

 

 

 

(404,411

)

(7,077

)

 

 

(558,363

)

(10,572

)

Others

 

 

 

 

 

 

 

2,299,429

 

18,681

 

Balance at the end of the period

 

1,697,538

 

557

 

17,092,489

 

282,606

 

1,697,538

 

557

 

17,496,900

 

289,683

 

 

As of September 30, 2013, the Company had 17,092,489 preferred shares in treasury, totaling R$ 282,606. These shares will be held in treasury for subsequent cancelling or will service the long-term incentive plan of the Company. Until the third quarter of 2013, 404,411 shares were used upon exercise of stock options (344,348 during the period ended September 30, 2012), with losses of R$ 7,077 (R$ 14,920 during the period ended September 30, 2012) which were recorded under Investment and Working Capital reserve. The average acquisition cost of these shares was R$ 16.53.

 

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.

 

g) Dividends and interest on capital - The Company paid dividends to shareholders in the amounts presented below:

 

Period

 

Nature

 

R$ /share

 

Outstanding shares
(thousands)

 

Credit

 

Payment

 

Amount

 

1st quarter

 

Dividends

 

0.02

 

1,700,672

 

5/17/2013

 

5/29/2013

 

34,013

 

2nd quarter

 

Interest

 

0.07

 

1,700,680

 

8/12/2013

 

8/21/2013

 

119,047

 

 

 

 

 

 

 

 

 

 

 

 

 

153,060

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

This payment of dividends and interest on equity was considered as payment in advance of the minimum dividends established by the Company’s by-laws.

 

NOTE 17 — EARNINGS PER SHARE (EPS)

 

Basic

 

 

 

 

For the three-month period ended on

 

 

 

September 30, 2013

 

September 30, 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

 

200,108

 

394,952

 

595,060

 

130,762

 

258,414

 

389,176

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

571,929,945

 

1,128,818,433

 

 

 

571,929,945

 

1,130,259,723

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share (in R$) — Basic

 

0.35

 

0.35

 

 

 

0.23

 

0.23

 

 

 

 

 

 

For the nine-month period ended on

 

 

 

September 30, 2013

 

September 30, 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

 

381,244

 

752,393

 

1,133,637

 

434,895

 

859,716

 

1,294,611

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

571,929,945

 

1,128,715,976

 

 

 

571,929,945

 

1,130,610,740

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share (in R$) — Basic

 

0.67

 

0.67

 

 

 

0.76

 

0.76

 

 

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

Diluted

 

 

 

For the three-month period ended on

 

 

 

September 30, 2013

 

September 30, 2012

 

Diluted numerator

 

 

 

 

 

Allocated net income available to Common and Preferred shareholders

 

 

 

 

 

Net income allocated to preferred shareholders

 

394,952

 

258,414

 

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.

 

74

 

136

 

 

 

395,026

 

258,550

 

 

 

 

 

 

 

Net income allocated to common shareholders

 

200,108

 

130,762

 

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.

 

(74

)

(136

)

 

 

 

 

 

 

 

 

200,034

 

130,626

 

 

 

 

 

 

 

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

 

1,128,818,433

 

1,130,259,723

 

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

 

623,097

 

1,770,572

 

Total

 

1,129,441,530

 

1,132,030,295

 

 

 

 

 

 

 

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

 

0.35

 

0.23

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

 

 

For the nine-month period ended on

 

 

 

September 30, 2013

 

September 30, 2012

 

Diluted numerator

 

 

 

 

 

Allocated net income available to Common and Preferred shareholders

 

 

 

 

 

Net income allocated to preferred shareholders

 

752,393

 

859,716

 

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.

 

85

 

347

 

 

 

752,478

 

860,063

 

 

 

 

 

 

 

Net income allocated to common shareholders

 

381,244

 

434,895

 

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.

 

(85

)

(347

)

 

 

 

 

 

 

 

 

381,159

 

434,548

 

 

 

 

 

 

 

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

 

1,128,715,976

 

1,130,610,740

 

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

 

379,040

 

1,359,732

 

Total

 

1,129,095,016

 

1,131,970,472

 

 

 

 

 

 

 

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

 

0.67

 

0.76

 

 

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.

 

The Extraordinary Shareholders’ Meeting held on September 19, 2013 approved changes to the Long-Term Incentive Plan with the objective to support a model of achieving challenging long-term goals, allowing participants to become shareholders of the Company and achieve future gains with the valuation of the shares. Moreover, the modifications seek alignment between the interests of the participants, the Company, its shareholders and the market trends. These changes consist in the replacement of Stock Options by Restricted Shares and Performance Shares based on results of the Company,

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

and allow the employees to convert, until November 17, 2013, their stock options to Restricted Shares through a method of calculation that ensures the equivalence between the fair value of stock options and Restricted Shares.

 

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
September 30,
2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2004

 

6.78

 

5 years

 

15.42

 

803,518

 

 

 

(117,596

)

685,922

 

2005

 

10.58

 

3 years

 

15.42

 

356,905

 

 

(2,703

)

(14,500

)

339,702

 

2005

 

10.58

 

5 years

 

15.42

 

771,370

 

 

 

(73,779

)

697,591

 

2006

 

12.86

 

5 years

 

15.42

 

1,433,940

 

 

(8,018

)

(65,287

)

1,360,635

 

2007

 

17.50

 

5 years

 

15.42

 

1,198,564

 

 

(14,355

)

(9,150

)

1,175,059

 

2008

 

26.19

 

5 years

 

15.42

 

1,009,678

 

 

(15,807

)

 

993,871

 

2009

 

14.91

 

5 years

 

15.42

 

1,990,027

 

 

(13,776

)

(30,803

)

1,945,448

 

2010

 

29.12

 

5 years

 

15.42

 

1,500,098

 

 

(22,335

)

(4,749

)

1,473,014

 

2011

 

22.61

 

5 years

 

15.42

 

1,220,102

 

 

(27,754

)

(11,282

)

1,181,066

 

2012

 

14.42

 

5 years

 

15.42

 

2,157,178

 

 

(52,554

)

(19,350

)

2,085,274

 

2013

 

18.58

 

5 years

 

15.42

 

 

1,947,564

 

(39,052

)

 

1,908,512

 

 

 

 

 

 

 

 

 

12,441,380

 

1,947,564

 

(196,354

)

(346,496

)

13,846,094

 

 


(*) 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 September 30, 2013 the Company has a total of 17,092,489 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 September 30, 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

 

1,947,564

 

 

 

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 September 30, 2013 is 5,252,780 (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 income were R$ 4,551 and R$ 13,504 for the three-month and nine-month periods ended on September 30, 2013, respectively, (R$ 4,944 and R$ 12,823 for the three-month and nine-month periods ended on September 30, 2012, respectively).

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

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:

 

 

 

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

 

 

II) North American Plan (Gerdau Macsteel and Gerdau Ameristeel Corporation and subsidiaries)

 

In February 2010, the Board of Directors 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 Company 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.

 

In 2013, an award of approximately US$ 11.9 million (R$ 26.5 million) was granted to participants under the EIP. The Company issued 2,423,379 equity-settled SARs, 185,638 RSUs, and 371,276 PSUs under this plan. This award is being accrued over the vesting period of 5 years.

 

In 2012, an award of approximately US$ 11.6 million (R$ 23.7 million) was granted to participants under the EIP. The Company issued 1,714,546 equity-settled SARs, 125,266 RSUs, and 245,885 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 September 30, 2013, there were 1,725,109 cash-settled SARs and 973,479 stock options outstanding under the LTIP. These awards are being accrued over the vesting period of 4 years.

 

During the three-month and nine-months periods ended on September 30, 2013 the compensation costs recognized for all equity-settled awards were an expense of US$ 2.6 million (R$ 5.9 million) and US$ 5.9 million (R$ 12.5 million), respectively, and, during the three-month and nine-month periods ended September 30, 2012, the compensation costs recognized were an expense of US$ 2.5 million (R$ 5.1 million) and US$ 6.4 million (R$ 12.3 million), respectively.

 

During the three-month and nine-month periods ended on September 30, 2013, the compensation costs related to cash-settled awards were a loss of US$ 1.8 million (R$ 4.1 million) and a gain of US$ 2.4 million (R$ 5.1 million), respectively, and during the three-month and nine-month  periods ended September 30, 2012, were a loss of US$ 1.6 million (R$ 3.2 million) and US$ 4.0 million (R$ 7.7 million), respectively.

 

As of September 30, 2013 and December 31, 2012, the outstanding liability for share-based payment transactions included in other non-current liabilities of the subsidiaries in North America was US$ 5.6 million (R$ 12.5 million) and US$ 9.7 million (R$ 19.8 million), respectively. The total intrinsic value of share-based liabilities for which the participant’s right to cash had vested was US$ 4.2 million (R$ 9.4 million) and US$ 4.5 million (R$ 9.2 million) as of September 30, 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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

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.

 

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 nine-month period ended on September 30, 2013 and 2012 was US$ 3.16 and US$ 4.51 (R$ 6.71 and R$ 8.67), 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

 

until 6.50 years

 

until 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$ 15.94 and R$ 20.50) for the nine-month period ended September 30, 2013 and September 30, 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$ 15.94 and R$ 20.50) for the nine-month period ended September 30, 2013 and September 30, 2012, respectively.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

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 and nine-month periods ended on September 30, 2013 and September 30, 2012.

 

The table below summarizes stock options for the nine-month period ended on September 30, 2013 and for the year ended on December 31, 2012:

 

 

 

September 30, 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

 

19.25

 

1,207,531

 

8.42

 

16.46

 

Options Exercised (a)

 

(34,625

)

4.35

 

9.23

 

(150,586

)

3.41

 

6.67

 

Options Forfeited

 

(31,557

)

13.45

 

28.54

 

(17,284

)

13.02

 

25.45

 

Available at the end of the year

 

973,479

 

9.10

 

19.31

 

1,039,661

 

9.07

 

17.73

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercisable at end of year

 

973,479

 

9.10

 

19.31

 

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 September 30, 2013 is as follows:

 

Exercise price range

 

Quantity
available

 

Average period of
grace (in years)

 

Average price of
the year

 

Number exercisable at
September 30, 2013

 

 

 

 

 

 

 

US$

 

R$

 

 

 

US$ 4,35 (R$ 9,70)

 

569,989

 

5.4

 

4.35

 

9.23

 

569,989

 

US$ 11,89 a US$ 13,64 (R$ 26,51 a R$ 30,42)

 

244,429

 

3.2

 

13.17

 

27.95

 

244,429

 

US$ 19,84 (R$ 44,24)

 

159,061

 

4.4

 

19.84

 

42.10

 

159,061

 

 

 

973,479

 

 

 

 

 

 

 

973,479

 

 

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:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

 

 

For the three-month periods ended

 

For the nine-month periods ended

 

 

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

Depreciation and amortization

 

(527,689

)

(465,041

)

(1,468,004

)

(1,362,084

)

Labor expenses

 

(1,558,569

)

(1,408,233

)

(4,477,609

)

(4,168,078

)

Raw material and consumption material

 

(6,329,236

)

(6,258,213

)

(18,324,853

)

(18,291,253

)

Credit Recovery (*)

 

95,488

 

 

197,763

 

 

Freight

 

(544,142

)

(489,904

)

(1,486,651

)

(1,443,430

)

Other expenses/income, net

 

(762,596

)

(626,803

)

(2,071,200

)

(1,820,552

)

 

 

(9,626,744

)

(9,248,194

)

(27,630,554

)

(27,085,397

)

 

 

 

 

 

 

 

 

 

 

Classified as:

 

 

 

 

 

 

 

 

 

Cost of sales

 

(8,959,637

)

(8,621,389

)

(25,757,117

)

(25,264,844

)

Selling expenses

 

(177,393

)

(150,338

)

(493,622

)

(431,053

)

General and administrative expenses

 

(494,686

)

(480,084

)

(1,448,994

)

(1,433,829

)

Other operating income

 

46,229

 

53,551

 

145,552

 

126,431

 

Other operating expenses

 

(41,257

)

(49,934

)

(76,373

)

(82,102

)

 

 

(9,626,744

)

(9,248,194

)

(27,630,554

)

(27,085,397

)

 


(*) During 2013, the Company and its subsidiaries in Brazil carried out a review of operational procedures and criteria for the allocation of non-cumulative tax credits, unreached by prescription, because of understanding through recent decisions on subject. Substantial part of the analysis related to this credit recovery was completed during the first nine months of 2013 and resulted in the recognition of the principal amount of these credits in the line of Cost of Sales, while the monetary variation was recognized in Financial Income, as mentioned in Note 21.

 

NOTE 21 — FINANCIAL INCOME

 

 

 

For the three-month periods ended

 

For the nine-month periods ended

 

 

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

Income from short-term investments

 

45,796

 

32,170

 

83,311

 

132,363

 

Monetary variation on credit recovery

 

24,506

 

 

37,009

 

 

Interest income and other financial incomes

 

24,739

 

34,139

 

81,980

 

115,707

 

Financial income total

 

95,041

 

66,309

 

202,300

 

248,070

 

 

 

 

 

 

 

 

 

 

 

Interest on debts

 

(228,426

)

(201,899

)

(652,990

)

(592,059

)

Monetary variation and other financial expenses

 

(29,672

)

(14,811

)

(120,505

)

(88,769

)

Financial expenses total

 

(258,098

)

(216,710

)

(773,495

)

(680,828

)

 

 

 

 

 

 

 

 

 

 

Exchange variations, net

 

(45,145

)

21,017

 

(367,537

)

(119,898

)

Gains and Losses on derivatives, net

 

2,043

 

(4,554

)

(7,683

)

(13,711

)

Financial result, net

 

(206,159

)

(133,938

)

(946,415

)

(566,367

)

 

NOTE 22 — SEGMENT REPORTING

 

Information by business segment:

 

 

 

For the Three-month periods ended

 

 

 

Brazil Operation

 

North America Operation

 

Latin America Operation

 

Special Steels Operation

 

Eliminations and Adjustments

 

Consolidated

 

 

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

Net sales

 

3,986,305

 

3,566,690

 

3,442,892

 

3,414,888

 

1,425,683

 

1,321,811

 

2,044,561

 

1,750,447

 

(405,416

)

(234,744

)

10,494,025

 

9,819,092

 

Cost of sales

 

(2,981,348

)

(2,851,412

)

(3,295,404

)

(3,192,116

)

(1,263,621

)

(1,264,298

)

(1,822,781

)

(1,543,752

)

403,517

 

230,189

 

(8,959,637

)

(8,621,389

)

Gross profit

 

1,004,957

 

715,278

 

147,488

 

222,772

 

162,062

 

57,513

 

221,780

 

206,695

 

(1,899

)

(4,555

)

1,534,388

 

1,197,703

 

Selling, general and administrative expenses

 

(241,336

)

(233,927

)

(166,681

)

(144,678

)

(82,455

)

(84,666

)

(86,263

)

(74,814

)

(95,344

)

(92,337

)

(672,079

)

(630,422

)

Other operating income (expenses)

 

7,452

 

18,609

 

2,620

 

2,398

 

686

 

(6,856

)

3,850

 

(10,561

)

(9,636

)

27

 

4,972

 

3,617

 

Equity in earnings of unconsolidated companies

 

 

 

13,069

 

2,568

 

576

 

(9,883

)

 

 

4,718

 

4,171

 

18,363

 

(3,144

)

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

 

771,073

 

499,960

 

(3,504

)

83,060

 

80,869

 

(43,892

)

139,367

 

121,320

 

(102,161

)

(92,694

)

885,644

 

567,754

 

Finacial result, net

 

(19,505

)

(27,104

)

(50,071

)

(23,909

)

(14,472

)

(4,761

)

(25,639

)

(15,793

)

(96,472

)

(62,371

)

(206,159

)

(133,938

)

Income (Loss) before taxes

 

751,568

 

472,856

 

(53,575

)

59,151

 

66,397

 

(48,653

)

113,728

 

105,527

 

(198,633

)

(155,065

)

679,485

 

433,816

 

Income and social contribution taxes

 

(184,863

)

(124,754

)

41,819

 

(803

)

(12,019

)

(1,166

)

(41,184

)

(30,620

)

158,371

 

131,944

 

(37,876

)

(25,399

)

Net income (Loss)

 

566,705

 

348,102

 

(11,756

)

58,348

 

54,378

 

(49,819

)

72,544

 

74,907

 

(40,262

)

(23,121

)

641,609

 

408,417

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales between segments

 

292,667

 

140,380

 

69,110

 

60,685

 

16

 

645

 

43,623

 

33,034

 

 

 

405,416

 

234,744

 

Depreciation/amortization

 

211,417

 

190,843

 

132,563

 

121,853

 

50,252

 

40,406

 

133,457

 

111,939

 

 

 

527,689

 

465,041

 

 

 

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

Investments in associates and jointly-controlled entities

 

 

 

314,624

 

278,211

 

1,049,030

 

907,476

 

1,288

 

1,288

 

131,859

 

238,630

 

1,496,801

 

1,425,605

 

Total assets

 

19,455,760

 

17,510,061

 

16,432,229

 

15,602,047

 

7,539,509

 

7,304,130

 

14,138,797

 

12,878,312

 

(1,357,856

)

(201,392

)

56,208,439

 

53,093,158

 

Total liabilities

 

6,902,318

 

6,831,829

 

4,792,380

 

4,945,152

 

2,031,947

 

2,497,586

 

6,503,486

 

6,742,720

 

4,842,571

 

3,277,954

 

25,072,702

 

24,295,241

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

Information by business segment:

 

 

 

For the nine-month periods ended

 

 

 

Brazil Operation

 

North America Operation

 

Latin America Operation

 

Special Steels Operation

 

Eliminations and Adjustments

 

Consolidated

 

 

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

Net sales

 

11,123,264

 

10,510,725

 

9,459,849

 

9,740,405

 

3,902,190

 

3,745,111

 

5,979,402

 

5,676,095

 

(922,665

)

(678,372

)

29,542,040

 

28,993,964

 

Cost of sales

 

(8,812,919

)

(8,758,182

)

(8,954,649

)

(8,832,092

)

(3,506,210

)

(3,460,591

)

(5,398,049

)

(4,892,508

)

914,710

 

678,529

 

(25,757,117

)

(25,264,844

)

Gross profit

 

2,310,345

 

1,752,543

 

505,200

 

908,313

 

395,980

 

284,520

 

581,353

 

783,587

 

(7,955

)

157

 

3,784,923

 

3,729,120

 

Selling, general and administrative expenses

 

(701,562

)

(688,788

)

(465,984

)

(429,058

)

(231,808

)

(221,946

)

(261,431

)

(238,319

)

(281,831

)

(286,771

)

(1,942,616

)

(1,864,882

)

Other operating income (expenses)

 

35,795

 

49,961

 

4,821

 

8,474

 

(3,642

)

(12,009

)

15,259

 

8,175

 

16,946

 

(10,272

)

69,179

 

44,329

 

Equity in earnings of unconsolidated companies

 

 

 

25,147

 

29,468

 

(5,305

)

(11,948

)

 

(17,102

)

14,822

 

13,769

 

34,664

 

14,187

 

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

 

1,644,578

 

1,113,716

 

69,184

 

517,197

 

155,225

 

38,617

 

335,181

 

536,341

 

(258,018

)

(283,117

)

1,946,150

 

1,922,754

 

Finacial result, net

 

(80,992

)

(88,012

)

(138,878

)

(77,687

)

(84,387

)

(17,685

)

(98,348

)

(55,122

)

(543,810

)

(327,861

)

(946,415

)

(566,367

)

Income (Loss) before taxes

 

1,563,586

 

1,025,704

 

(69,694

)

439,510

 

70,838

 

20,932

 

236,833

 

481,219

 

(801,828

)

(610,978

)

999,735

 

1,356,387

 

Income and social contribution taxes

 

(388,742

)

(272,964

)

112,438

 

(70,043

)

(30,493

)

(20,814

)

(100,192

)

(146,320

)

609,349

 

507,333

 

202,360

 

(2,808

)

Net income (Loss)

 

1,174,844

 

752,740

 

42,744

 

369,467

 

40,345

 

118

 

136,641

 

334,899

 

(192,479

)

(103,645

)

1,202,095

 

1,353,579

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales between segments

 

686,175

 

434,648

 

119,665

 

157,801

 

853

 

1,237

 

115,972

 

84,686

 

 

 

922,665

 

678,372

 

Depreciation/amortization

 

595,237

 

577,855

 

365,978

 

345,671

 

137,942

 

120,010

 

368,847

 

318,548

 

 

 

1,468,004

 

1,362,084

 

 

 

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

Investments in associates and jointly-controlled entities

 

 

 

314,624

 

278,211

 

1,049,030

 

907,476

 

1,288

 

1,288

 

131,859

 

238,630

 

1,496,801

 

1,425,605

 

Total assets

 

19,455,760

 

17,510,061

 

16,432,229

 

15,602,047

 

7,539,509

 

7,304,130

 

14,138,797

 

12,878,312

 

(1,357,856

)

(201,392

)

56,208,439

 

53,093,158

 

Total liabilities

 

6,902,318

 

6,831,829

 

4,792,380

 

4,945,152

 

2,031,947

 

2,497,586

 

6,503,486

 

6,742,720

 

4,842,571

 

3,277,954

 

25,072,702

 

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

 

 

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

Net sales

 

4,217,694

 

3,804,092

 

1,562,874

 

1,475,554

 

4,203,879

 

4,083,023

 

509,578

 

456,423

 

10,494,025

 

9,819,092

 

 

 

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

Total assets

 

21,603,553

 

20,529,248

 

8,065,049

 

7,763,406

 

23,028,667

 

21,569,514

 

3,511,170

 

3,230,990

 

56,208,439

 

53,093,158

 

 


(1) Does not include operations of Brazil

(2) Does not include operations of Mexico

 

Information by geographic area:

 

 

 

For the nine-month periods ended

 

 

 

Brazil

 

Latin America (1)

 

North America (2)

 

Europe/Asia

 

Consolidated

 

 

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

Net sales

 

11,904,691

 

11,429,405

 

4,375,973

 

4,086,553

 

11,573,859

 

11,881,938

 

1,687,517

 

1,596,068

 

29,542,040

 

28,993,964

 

 

 

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

Total assets

 

21,603,553

 

20,529,248

 

8,065,049

 

7,763,406

 

23,028,667

 

21,569,514

 

3,511,170

 

3,230,990

 

56,208,439

 

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.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of September 30, 2013

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

(Unaudited)

 

The Company concluded that there are no indications that an impairment test of goodwill and other long-lived assets for the period ended on September 30, 2013 is required.

 

NOTE 24 - SUBSEQUENT EVENTS

 

I) On October 28, 2013, the Company proposed to anticipate the payment of dividends on income for the quarter ended on September 30, 2013, in the form of interest on equity, which will be calculated and credited on the shareholding interest owned on November 11, 2013, in the amount of R$ 204.1 million (R$ 0.12 per common and preferred share), with payment on November 22, 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 October 31st, 2013.

 

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