EX-99.1 2 a14-17994_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GERDAU S.A.

 

Condensed consolidated interim financial statements

 

as of June 30, 2014

 



 

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

In thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

Note

 

June 30, 2014

 

December 31, 2013

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

4

 

2,628,061

 

2,099,224

 

Short-term investments

 

 

 

 

 

 

 

Held for Trading

 

4

 

1,334,535

 

2,123,168

 

Trade accounts receivable - net

 

5

 

4,291,693

 

4,078,806

 

Inventories

 

6

 

9,006,486

 

8,499,691

 

Tax credits

 

 

 

731,676

 

716,806

 

Income and social contribution taxes recoverable

 

 

 

451,518

 

367,963

 

Unrealized gains on financial instruments

 

13

 

 

319

 

Other current assets

 

 

 

378,238

 

291,245

 

 

 

 

 

18,822,207

 

18,177,222

 

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

Tax credits

 

 

 

98,089

 

103,469

 

Deferred income taxes

 

 

 

1,912,157

 

2,056,445

 

Unrealized gains on financial instruments

 

13

 

9,189

 

 

Related parties

 

15

 

77,028

 

87,159

 

Judicial deposits

 

14

 

1,257,308

 

1,155,407

 

Other non-current assets

 

 

 

209,849

 

220,085

 

Prepaid pension cost

 

 

 

774,071

 

555,184

 

Investments in associates and jointly-controlled entities

 

8

 

1,514,519

 

1,590,031

 

Goodwill

 

10

 

10,706,099

 

11,353,045

 

Other Intangibles

 

 

 

1,428,487

 

1,497,919

 

Property, plant and equipment, net

 

9

 

21,084,654

 

21,419,074

 

 

 

 

 

39,071,450

 

40,037,818

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

57,893,657

 

58,215,040

 

 

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

 

June 30, 2014

 

December 31, 2013

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Trade accounts payable

 

 

 

3,447,821

 

3,271,419

 

Short-term debt

 

11

 

1,298,542

 

1,810,783

 

Debentures

 

12

 

 

27,584

 

Taxes payable

 

 

 

433,897

 

473,773

 

Income and social contribution taxes payable

 

 

 

179,594

 

177,434

 

Payroll and related liabilities

 

 

 

669,264

 

655,962

 

Dividends payable

 

 

 

 

119,455

 

Employee benefits

 

 

 

47,122

 

50,036

 

Environmental liabilities

 

 

 

19,411

 

15,149

 

Unrealized losses on financial instruments

 

13

 

2,071

 

274

 

Other current liabilities

 

 

 

577,086

 

634,761

 

 

 

 

 

6,674,808

 

7,236,630

 

 

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

Long-term debt

 

11

 

14,980,668

 

14,481,497

 

Debentures

 

12

 

434,519

 

386,911

 

Related parties

 

15

 

85

 

43

 

Deferred income taxes

 

 

 

1,053,753

 

1,187,252

 

Unrealized losses on financial instruments

 

13

 

 

3,009

 

Provision for tax, civil and labor liabilities

 

14

 

1,438,051

 

1,294,598

 

Environmental liabilities

 

 

 

88,448

 

90,514

 

Employee benefits

 

 

 

881,019

 

942,319

 

Other non-current liabilities

 

 

 

636,259

 

571,510

 

 

 

 

 

19,512,802

 

18,957,653

 

 

 

 

 

 

 

 

 

EQUITY

 

16

 

 

 

 

 

Capital

 

 

 

19,249,181

 

19,249,181

 

Treasury stocks

 

 

 

(234,908

)

(238,971

)

Capital reserves

 

 

 

11,597

 

11,597

 

Retained earnings

 

 

 

11,248,053

 

10,472,752

 

Operations with non-controlling interests

 

 

 

(1,732,962

)

(1,732,962

)

Other reserves

 

 

 

1,454,777

 

2,577,482

 

EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT

 

 

 

29,995,738

 

30,339,079

 

 

 

 

 

 

 

 

 

NON-CONTROLLING INTERESTS

 

 

 

1,710,309

 

1,681,678

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

31,706,047

 

32,020,757

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

 

 

57,893,657

 

58,215,040

 

 

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 six-month period ended

 

 

 

Note

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

NET SALES

 

 

 

10,442,822

 

9,882,457

 

20,996,598

 

19,048,015

 

Cost of sales

 

20

 

(9,179,154

)

(8,540,141

)

(18,417,178

)

(16,797,480

)

GROSS PROFIT

 

 

 

1,263,668

 

1,342,316

 

2,579,420

 

2,250,535

 

Selling expenses

 

20

 

(179,548

)

(164,999

)

(353,131

)

(316,229

)

General and administrative expenses

 

20

 

(498,944

)

(470,997

)

(1,032,749

)

(954,308

)

Other operating income

 

20

 

41,606

 

37,541

 

88,472

 

99,323

 

Other operating expenses

 

20

 

(24,207

)

(24,022

)

(51,888

)

(35,116

)

Equity in earnings of unconsolidated companies

 

 

 

26,990

 

(370

)

53,623

 

16,301

 

INCOME BEFORE FINANCIAL INCOME (EXPENSES) AND TAXES

 

 

 

629,565

 

719,469

 

1,283,747

 

1,060,506

 

Financial income

 

21

 

88,659

 

63,669

 

150,707

 

107,259

 

Financial expenses

 

21

 

(370,585

)

(264,327

)

(659,311

)

(515,397

)

Exchange variations, net

 

21

 

76,315

 

(343,806

)

203,993

 

(322,392

)

Gain and losses on financial instruments, net

 

21

 

(5,231

)

(3,592

)

(7,701

)

(9,726

)

INCOME BEFORE TAXES

 

 

 

418,723

 

171,413

 

971,435

 

320,250

 

Current

 

7

 

(11,652

)

(63,235

)

(117,215

)

(136,829

)

Deferred

 

7

 

(13,733

)

292,773

 

(20,791

)

377,065

 

Income and social contribution taxes

 

 

 

(25,385

)

229,538

 

(138,006

)

240,236

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

 

 

393,338

 

400,951

 

833,429

 

560,486

 

 

 

 

 

 

 

 

 

 

 

 

 

ATTRIBUTABLE TO:

 

 

 

 

 

 

 

 

 

 

 

Owners of the parent

 

 

 

356,455

 

390,385

 

753,679

 

538,577

 

Non-controlling interests

 

 

 

36,883

 

10,566

 

79,750

 

21,909

 

 

 

 

 

393,338

 

400,951

 

833,429

 

560,486

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

17

 

0.21

 

0.23

 

0.44

 

0.32

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

17

 

0.21

 

0.23

 

0.44

 

0.32

 

 

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 six-month period ended

 

 

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

Net income for the period

 

393,338

 

400,951

 

833,429

 

560,486

 

Items that may be reclassified subsequently to profit or loss

 

 

 

 

 

 

 

 

 

Other comprehensive income from associates and jointly-controlled entities

 

(34,589

)

91,413

 

(84,727

)

95,411

 

Cumulative translation adjustment

 

(515,613

)

1,692,850

 

(1,481,721

)

1,229,863

 

Unrealized Gains (Losses) on net investment hedge

 

168,096

 

(588,997

)

370,948

 

(519,542

)

Cash flow hedges

 

 

 

 

 

 

 

 

 

Unrealized Gains

 

74,011

 

65

 

72,670

 

604

 

Reciclying to income

 

(59,988

)

3,312

 

(59,988

)

3,312

 

 

 

(368,083

)

1,198,643

 

(1,182,818

)

809,648

 

Items that will not be reclassified to profit or loss

 

 

 

 

 

 

 

 

 

Net unrealized gains on defined benefit pension plan

 

147,838

 

 

148,458

 

 

 

 

147,838

 

 

148,458

 

 

Other comprehensive income, net of tax

 

(220,245

)

1,198,643

 

(1,034,360

)

809,648

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period, net of tax

 

173,093

 

1,599,594

 

(200,931

)

1,370,134

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income attributable to:

 

 

 

 

 

 

 

 

 

Owners of the parent

 

139,663

 

1,551,267

 

(248,079

)

1,325,078

 

Non-controlling interests

 

33,430

 

48,327

 

47,148

 

45,056

 

 

 

173,093

 

1,599,594

 

(200,931

)

1,370,134

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retained earnings

 

Operations

 

losses on

 

Gains and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments

 

 

 

 

 

with non-

 

available for

 

losses on net

 

Gains and

 

Cumulative

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury

 

Capital

 

 

 

Tax Incentives

 

and working

 

 

 

Retained

 

controlling

 

sale

 

investment

 

losses on

 

translation

 

 

 

Total parent

 

Non-controlling

 

Total

 

 

 

Capital

 

stocks

 

Reserve

 

Legal reserve

 

Reserve

 

capital reserve

 

Pension Plan

 

earnings

 

interests

 

securities

 

hedge

 

derivatives

 

adjustment

 

Stock Option

 

company’s interest

 

interests

 

Shareholder’s Equity

 

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

 

2013 Changes in Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

538,577

 

 

 

 

 

 

 

538,577

 

21,909

 

560,486

 

Other comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

 

 

 

 

(516,144

)

3,611

 

1,299,034

 

 

786,501

 

23,147

 

809,648

 

Total comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

 

538,577

 

 

 

(516,144

)

3,611

 

1,299,034

 

 

1,325,078

 

45,056

 

1,370,134

 

Shareholders transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock option expenses recognized in the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,835

 

13,835

 

97

 

13,932

 

Stock option exercised during the period

 

 

3,745

 

 

 

 

(2,770

)

 

 

 

 

 

 

 

 

975

 

32

 

1,007

 

Effects of interest changes in subsidiaries

 

 

 

 

 

 

 

 

 

(4,335

)

 

 

 

 

 

(4,335

)

326,954

 

322,619

 

Dividends/interest on capital

 

 

 

 

 

 

 

 

(34,013

)

 

 

 

 

 

 

(34,013

)

(7,110

)

(41,123

)

Balance as of June 30, 2013 (Note 16)

 

19,249,181

 

(286,495

)

11,597

 

478,897

 

490,891

 

8,675,029

 

(467,377

)

504,564

 

(1,732,962

)

1,620

 

(1,197,937

)

1,909

 

2,720,368

 

97,859

 

28,547,144

 

1,917,342

 

30,464,486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2014

 

19,249,181

 

(238,971

)

11,597

 

558,084

 

560,405

 

9,620,293

 

(266,030

)

 

(1,732,962

)

1,620

 

(1,525,652

)

3,281

 

3,994,567

 

103,666

 

30,339,079

 

1,681,678

 

32,020,757

 

2014 Changes in Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

753,679

 

 

 

 

 

 

 

753,679

 

79,750

 

833,429

 

Other comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

141,381

 

 

 

 

370,064

 

12,256

 

(1,525,459

)

 

(1,001,758

)

(32,602

)

(1,034,360

)

Total comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

141,381

 

753,679

 

 

 

370,064

 

12,256

 

(1,525,459

)

 

(248,079

)

47,148

 

(200,931

)

Supplementary dividend

 

 

 

 

 

 

(12

)

 

 

 

 

 

 

 

 

(12

)

 

(12

)

Stock option expenses recognized in the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,434

 

20,434

 

(549

)

19,885

 

Stock option exercised during the period

 

 

4,063

 

 

 

 

(428

)

 

 

 

 

 

 

 

 

3,635

 

64

 

3,699

 

Effects of interest changes in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,262

)

(2,262

)

Dividends/interest on capital

 

 

 

 

 

 

 

 

(119,319

)

 

 

 

 

 

 

(119,319

)

(15,770

)

(135,089

)

Balance as of June 30, 2014 (Note 16)

 

19,249,181

 

(234,908

)

11,597

 

558,084

 

560,405

 

9,619,853

 

(124,649

)

634,360

 

(1,732,962

)

1,620

 

(1,155,588

)

15,537

 

2,469,108

 

124,100

 

29,995,738

 

1,710,309

 

31,706,047

 

 

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 six-month period ended

 

 

 

Note

 

June 30, 2014

 

June 30, 2013

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net income for the period

 

 

 

833,429

 

560,486

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

20

 

1,081,899

 

940,315

 

Equity in earnings of unconsolidated companies

 

8

 

(53,623

)

(16,301

)

Exchange variation, net

 

21

 

(203,993

)

322,392

 

Losses on financial instruments, net

 

21

 

7,701

 

9,726

 

Post-employment benefits

 

 

 

80,893

 

54,195

 

Stock based remuneration

 

 

 

18,051

 

10,051

 

Income tax

 

7

 

138,006

 

(240,236

)

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

 

 

 

(28,779

)

(38,245

)

Allowance for doubtful accounts

 

 

 

25,349

 

29,855

 

Provision for tax, labor and civil claims

 

 

 

144,716

 

110,510

 

Interest income on investments

 

21

 

(71,747

)

(37,514

)

Interest expense on loans

 

21

 

579,202

 

424,564

 

Interest on loans with related parties

 

15

 

(1,995

)

(1,525

)

Provision for net realizable value adjustment in inventory

 

6

 

30,121

 

66,885

 

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

 

6

 

(35,982

)

(39,823

)

 

 

 

 

2,543,248

 

2,155,335

 

Changes in assets and liabilities

 

 

 

 

 

 

 

Increase in trade accounts receivable

 

 

 

(497,714

)

(247,917

)

(Increase) Decrease in inventories

 

 

 

(882,577

)

642,132

 

Increase in trade accounts payable

 

 

 

401,136

 

93,458

 

Increase in other receivables

 

 

 

(190,769

)

(84,055

)

(Decrease) Increase in other payables

 

 

 

(290,622

)

28,695

 

Dividends from jointly-controlled entities

 

 

 

44,408

 

21,549

 

Purchases of trading securities

 

 

 

(1,434,416

)

(1,703,493

)

Proceeds from maturities and sales of trading securities

 

 

 

2,272,092

 

1,086,556

 

Cash provided by operating activities

 

 

 

1,964,786

 

1,992,260

 

 

 

 

 

 

 

 

 

Interest paid on loans and financing

 

 

 

(470,978

)

(472,394

)

Income and social contribution taxes paid

 

 

 

(212,487

)

(147,025

)

Net cash provided by operating activities

 

 

 

1,281,321

 

1,372,841

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

9

 

(1,155,421

)

(1,191,586

)

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

 

 

 

41,859

 

117,713

 

Additions to other intangibles

 

 

 

(31,028

)

(56,895

)

Advance for capital increase in jointly-controlled entity

 

 

 

 

(77,103

)

Payment for business acquisitions, net of cash of acquired entities

 

 

 

 

(26,361

)

Net cash used in investing activities

 

 

 

(1,144,590

)

(1,234,232

)

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Reduction of capital by non-controlling interests in subsidiaries

 

 

 

 

342,051

 

Proceeds from exercise of shares

 

 

 

3,635

 

975

 

Dividends and interest on capital paid

 

 

 

(236,588

)

(81,693

)

Proceeds from loans and financing

 

 

 

1,968,026

 

3,064,857

 

Repayment of loans and financing

 

 

 

(1,266,853

)

(3,114,695

)

Intercompany loans, net

 

 

 

12,167

 

49,511

 

Increase in controlling interest in subsidiaries

 

 

 

 

(33,090

)

Put-Options on non-controlling interest

 

 

 

 

(599,195

)

Net cash provided (used) in financing activities

 

 

 

480,387

 

(371,279

)

 

 

 

 

 

 

 

 

Exchange variation on cash and cash equivalents

 

 

 

(88,281

)

34,628

 

 

 

 

 

 

 

 

 

Increase (Decrease) in cash and cash equivalents

 

 

 

528,837

 

(198,042

)

Cash and cash equivalents at beginning of period

 

 

 

2,099,224

 

1,437,235

 

Cash and cash equivalents at end of period

 

 

 

2,628,061

 

1,239,193

 

 

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 June 30, 2014

(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”) is a leading producer of long steel in the Americas and one of the largest suppliers of special steel in the world. Recently it began operating in two new markets in Brazil, with its entry into the production of flat steel and the expansion of its iron ore activities, initiatives which expanded the product mix and made its operations even more competitive. With over 45 thousand employees, Gerdau has industrial operations in 14 countries in the Americas, Europe and Asia, which together represent installed capacity of over 25 million tons of steel per year. It is the largest recycler in Latin America and around the world it transforms each year millions of tons of scrap into steel, reinforcing its commitment to sustainable development of the regions where it operates. With more than 120 thousand shareholders, Gerdau is listed on the São Paulo, New York and Madrid stock exchanges.

 

The Condensed Consolidated Interim Financial Statements of the Company were approved by the Disclosure Committee on July 29, 2014.

 

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 six-month period ended June 30, 2014 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, 2013, 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, 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, 2013, 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, 2014. The Company’s assessment on the impact of these new procedures and interpretations is as follows:

 

Standards and Interpretations in force

 

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 adoption of this standard did not impact the Company’s 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 adoption of this revised standards did not impact the Company’s Financial Statements.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

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 interpretation is effective for years beginning on or after January 1, 2014. The adoption of this interpretation did not impact 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 adoption of this revised standard did not impact 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 adoption of this revised standard 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.

 

IFRS 14 — Regulatory Deferral Accounts

 

In January 2014, the IASB issued IFRS 14, which has the specific objective of determining the recognition of regulatory assets and liabilities at the first adoption of the IFRS. This standard is effective for annual periods beginning on or after January 1, 2016. The Company does not expect any impact from adopting this standard on its Consolidated Financial Statements.

 

IFRS 11 — Joint Arrangements

 

In May 2014, the IASB issued a revised IFRS 11. The amendment of IFRS 11 seek to provide guidance on the accounting for acquisitions of interests in joint operations in which the activity constitutes a business, as defined in IFRS 3. The revised standard is effective for years beginning on or after January 1, 2016. The Company does not expect any impact from adopting this revised standard on its Consolidated Financial Statements.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and Amortisation  — Amendments to IAS 16 and IAS 38

 

In May 2014, the IASB issued a revised IAS 16 and IAS 38. The amendment of IAS 16 and IAS 38 seek to clarify the depreciation and amortization methods, aligned with the concept of expected future economic benefits from the use of the asset over its economic useful life. The revised standard is effective for years beginning on or after January 1, 2016. The Company is assessing the potential impacts from the adoption of these revised standards on its Consolidated Financial Statements.

 

IFRS 15 Revenue from Contracts with Customers

 

In May 2014, the IASB issued IFRS 15. The objective of IFRS 15 is to establish the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a contract with a customer. This standard is effective for years beginning on or after January 1, 2017. The Company is assessing the potential impacts from the adoption of this standard on the Company’s Financial Statements.

 

IAS 16 and IAS 41 - Agriculture: Bearer Plants — Amendments to IAS 16 and IAS 41

 

In June 2014, the IASB issued a revised IAS 16 and IAS 41. The amendment of IAS 16 and IAS 41 has the objective to include in IAS 16 the concept of bearer plants and determine their recognition as fixed assets. The revised standard is effective for years beginning on or after January 1, 2016. The Company does not expect any impact from adopting this revised standard on its Consolidated Financial Statements.

 

IFRS 9 — Financial Instruments

 

In July 2014, the IASB issued the final version of IFRS 9, which has the objective of replacing the standard IAS 39 Financial Instruments: Recognition and Measurement. The IASB made limited amendments to the requirements in IFRS 9 for the classification and measurement of financial assets. Those amendments addressed a narrow range of application questions and introduced a ‘fair value through other comprehensive income’ measurement category for particular simple debt instruments. Also, the IASB added to IFRS 9 the impairment requirements relating to the accounting for an entity’s expected credit losses on its financial assets and commitments to extend credit. This standard is effective for annual reporting periods beginning on or after January 1, 2018. The Company is assessing the potential impacts from the adoption of this 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 on June 30, 2014, compared to those existing on December 31, 2013.

 

3.2 - Jointly-Controlled Entities

 

The Company did not have material changes of participation in jointly-controlled entities for the period ended on June 30, 2014, compared to those existing on December 31, 2013.

 

3.3 — Associate companies

 

The Company did not have material changes in investments in associated companies for the period ended on June 30, 2014, compared to those existing on December 31, 2013.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

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

 

Companies / interest acquired

 

June 30, 2014

 

June 30, 2013

 

Acquisition of control

 

 

 

 

 

Cycle Systems Inc.

 

 

26,361

 

 

 

 

26,361

 

 

 

 

 

 

 

Interest increase in subsidiaries

 

 

 

 

 

Gerdau Steel India Ltd.

 

 

18,151

 

Gerdau Hungria Holdings LLC

 

 

14,939

 

 

 

 

33,090

 

 

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

 

Cash and cash equivalents

 

 

 

June 30, 2014

 

December 31, 2013

 

Cash

 

9,235

 

7,385

 

Banks and immediately available investments

 

2,618,826

 

2,091,839

 

Cash and cash equivalents

 

2,628,061

 

2,099,224

 

 

Short term investments

 

 

 

June 30, 2014

 

December 31, 2013

 

Held for trading

 

1,334,535

 

2,123,168

 

Short-term investments

 

1,334,535

 

2,123,168

 

 

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

 

 

 

June 30, 2014

 

December 31, 2013

 

Trade accounts receivable - in Brazil

 

1,525,215

 

1,378,989

 

Trade accounts receivable - exports from Brazil

 

176,026

 

318,453

 

Trade accounts receivable - foreign subsidiaries

 

2,684,006

 

2,480,985

 

(-) Allowance for doubtful accounts

 

(93,554

)

(99,621

)

 

 

4,291,693

 

4,078,806

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

NOTE 6 - INVENTORIES

 

 

 

June 30, 2014

 

December 31, 2013

 

Finished products

 

3,880,076

 

3,493,293

 

Work in progress

 

1,971,748

 

1,784,136

 

Raw materials

 

1,969,985

 

1,951,425

 

Storeroom supplies

 

769,031

 

842,646

 

Advances to suppliers

 

305,839

 

176,412

 

Imports in transit

 

174,842

 

325,055

 

(-) Allowance for adjustments to net realizable value

 

(65,035

)

(73,276

)

 

 

9,006,486

 

8,499,691

 

 

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, 2013

 

(71,869

)

Provision for adjustments to net realizable value

 

(56,752

)

Reversal of adjustments to net realizable value

 

61,453

 

Exchange rate variation

 

(6,108

)

Balance as of December 31, 2013

 

(73,276

)

Provision for adjustments to net realizable value

 

(30,121

)

Reversal of adjustments to net realizable value

 

35,982

 

Exchange rate variation

 

2,380

 

Balance as of June 30, 2014

 

(65,035

)

 

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 June 30, 2014 the amounts of R$ 9,179,154 and R$ 549,892 (R$ 8,540,141 and R$ 494,875 as of June 30, 2013), respectively were recognized as cost of sales and freights in the condensed consolidated interim financial statements. During the six-month period ended on June 30, 2014 the amounts of R$ 18,417,178 and R$ 1,115,686 (R$ 16,797,480 and R$ 942,509 as of June 30, 2013), respectively were recognized as cost of sales and freights in the condensed consolidated interim financial statements.

 

For the six-month period ended on June 30, 2014, cost of sales includes the amounts of R$ 30,121 (R$ 66,885 as of June 30, 2013) related to the provision for adjustments to net realizable value of inventories and R$ 35,982 (R$ 39,823 as of June 30, 2013) 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$ 9,469 and R$ 14,406 for the three and six-month periods ended on June 30, 2014, (R$ 5,799 and R$ 9,014 for the three and six-month period ended on June 30, 2013, 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$ 1,017 and R$ 5,718 for the three and six-month periods ended on June 30, 2014, respectively (R$ 4,499 and R$ 5,053 for the three and six-month periods ended on June 30, 2013). 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 June 30, 2014

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

(Unaudited)

 

As of June 30, 2014, the Company had tax loss carryforwards arising from its operations in Brazil of R$ 733,558 for income tax (R$ 618,628 as of December 31, 2013) and R$ 1,456,971 for social contribution tax (R$ 1,352,142 as of December 31, 2013), representing a deferred tax asset of R$ 314,517 (R$ 276,350 as of December 31, 2013). 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$ 243,789 (R$ 246,621 as of December 31, 2013), 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.

 

As of June 30, 2014 and December 31, 2013, the subsidiary Gerdau Ameristeel had a deferred tax asset of R$ 207,982 and R$ 220,781, respectively, for tax loss carry forwards in Canada. These tax loss carryforwards expire on various dates between 2025 and 2034. 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 June 30, 2014, the subsidiary Gerdau Ameristeel had R$ 342,599 (R$ 294,142 on December 31, 2013) of tax losses over capital losses for which no deferred tax assets were recognized. The 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$ 53,767 and R$ 1,797 included in the balance sheet as of June 30, 2014 that expire on 2015 and 2016, respectively (R$ 80,000 and R$ 1,912 as of December 31, 2013). The Company has also not recognized in its consolidated balance sheet R$ 9,610 thousand of federal loss carryforwards in the US that will no longer be utilized before their expiration. These losses are set to expire in 2029. The subsidiary had several state tax losses totaling R$ 189,558 (R$ 193,236 at December 31, 2013), which have not been recognized and expire at various dates between 2014 and 2034. The subsidiary also had R$ 124,155 as of June 30, 2014 (R$ 128,129 as of December 31, 2013) 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$ 6,867 (R$ 7,304 at December 31, 2013), which does not have an expiration date.

 

On June 30, 2014, the subsidiary Gerdau Holdings Europa S.A. had deferred tax assets due to tax losses, totaling R$ 401,738 (R$ 415,638 as of December 31, 2013) recognized in the Consolidated Financial Statements.

 

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 month period ended on June 30, 2014 and 2013. 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

 

 

 

June 30, 2014

 

June 30, 2013

 

Income before income taxes

 

418,724

 

171,413

 

Statutory tax rates

 

34

%

34

%

Income and social contribution taxes at statutory rates

 

(142,366

)

(58,280

)

Tax adjustment with respect to:

 

 

 

 

 

- Difference in tax rates in foreign companies

 

(38,694

)

147,562

 

- Equity in earnings of unconsolidated companies

 

9,177

 

(126

)

- Interest on equity

 

43,226

 

2,090

 

- Tax credits and incentives

 

10,486

 

10,271

 

- Tax deductible goodwill recorded in statutory books

 

89,710

 

89,710

 

- Other permanent differences, net

 

3,076

 

38,311

 

Income and social contribution taxes

 

(25,385

)

229,538

 

Current

 

(11,652

)

(63,235

)

Deferred

 

(13,733

)

292,773

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

 

 

For the six-month period ended

 

 

 

June 30, 2014

 

June 30, 2013

 

Income before income taxes

 

971,436

 

320,250

 

Statutory tax rates

 

34

%

34

%

Income and social contribution taxes at statutory rates

 

(330,288

)

(108,885

)

Tax adjustment with respect to:

 

 

 

 

 

- Difference in tax rates in foreign companies

 

(66,305

)

124,265

 

- Equity in earnings of unconsolidated companies

 

18,232

 

5,542

 

- Interest on equity

 

45,897

 

2,418

 

- Tax credits and incentives

 

20,124

 

14,032

 

- Tax deductible goodwill recorded in statutory books

 

179,417

 

179,417

 

- Other permanent differences, net

 

(5,083

)

23,447

 

Income and social contribution taxes

 

(138,006

)

240,236

 

Current

 

(117,215

)

(136,829

)

Deferred

 

(20,791

)

377,065

 

 

NOTE 8 — INVESTMENTS

 

I) Associates and jointly-controlled entities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Joint Ventures

 

Associate companies

 

 

 

 

 

 

 

 

 

 

 

 

 

Grupo

 

 

 

Corporación

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multisteel

 

Corsa

 

Centro

 

 

 

 

 

 

 

 

 

Joint Ventures

 

Gerdau Corsa

 

Dona Francisca

 

Armacero

 

Business

 

Controladora

 

Americana del

 

Maco Holdings

 

 

 

 

 

 

 

North America (a)

 

S.A.P.I. de C.V.

 

Energética S.A.

 

Ind. Com. Ltda.

 

Holdings Corp.

 

S.A. de C.V.

 

Acero, S.A.

 

Ltda.

 

Others

 

Total

 

Balance as of January 1, 2013

 

278,211

 

52,007

 

138,852

 

23,326

 

223,390

 

267,041

 

341,711

 

99,777

 

1,290

 

1,425,605

 

Equity in earnings

 

46,800

 

(10,755

)

17,586

 

(2,181

)

(1,114

)

(8,180

)

10,582

 

1,263

 

 

54,001

 

Cumulative Translation Adjustment

 

38,804

 

11,036

 

 

4,975

 

35,905

 

37,342

 

40,786

 

 

 

168,848

 

Capital reduction

 

 

 

 

 

 

 

 

(26,663

)

 

(26,663

)

Acquisition/Disposal of investment

 

 

 

 

 

51,383

 

 

 

(74,377

)

 

(22,994

)

Fair value allocation on investment

 

 

 

 

 

(22,796

)

 

 

 

 

(22,796

)

Capital increase

 

 

77,103

 

 

 

 

 

 

 

 

77,103

 

Dividends/Interest on equity

 

(37,051

)

 

(23,521

)

 

 

 

(2,501

)

 

 

(63,073

)

Balance as of December 31, 2013

 

326,764

 

129,391

 

132,917

 

26,120

 

286,768

 

296,203

 

390,578

 

 

1,290

 

1,590,031

 

Equity in earnings

 

43,140

 

(4,962

)

11,605

 

(2,653

)

8,318

 

(2,606

)

781

 

 

 

53,623

 

Cumulative Translation Adjustment

 

(20,835

)

(6,505

)

 

(2,664

)

(18,950

)

(15,221

)

(20,502

)

 

(50

)

(84,727

)

Dividends/Interest on equity

 

(12,254

)

 

(30,055

)

 

 

 

(2,099

)

 

 

(44,408

)

Balance as of June 30, 2014

 

336,815

 

117,924

 

114,467

 

20,803

 

276,136

 

278,376

 

368,758

 

 

1,240

 

1,514,519

 

 

a) Joint Ventures North America

 

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

 

b) Goodwill

 

 

 

June 30, 2014

 

December 31, 2013

 

Dona Francisca Energética S.A.

 

17,071

 

17,071

 

Grupo Multisteel Business Holdings Corp.

 

29,131

 

30,396

 

Corsa Controladora S.A. de C.V.

 

180,483

 

186,419

 

Corporación Centroamericana del Acero, S.A.

 

222,672

 

230,504

 

 

 

449,357

 

464,390

 

 

NOTE 9 — PROPERTY, PLANT AND EQUIPMENT

 

a) Summary of changes in property, plant and equipment — during the three-month period ended on June 30, 2014, acquisitions amounted to R$ 478,666 (R$ 620,095 as of June 30, 2013), and disposals amounted to R$ 3,164 (R$ 284 as of June 30, 2013). During the six-month period ended on June 30, 2014, acquisitions amounted to R$ 1,155,421 (R$ 1,191,586 as of June 30, 2013), and disposals amounted to R$ 6,997 (R$ 5,538 as of June 30, 2013).

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

b) Capitalized borrowing costs — borrowing costs capitalized during the three-month period ended June 30, 2014 amounted to R$ 25,428 (R$ 29,616 as of June 30, 2013). Borrowing costs capitalized during the six-month period ended June 30, 2014 amounted to R$ 56,092 (R$ 56,124 as of June 30, 2013).

 

c) Guarantees — property, plant and equipment have been pledged as collateral for loans and financing in the amount of R$ 638,076 as of June 30, 2014 (R$ 615,997 as of December 31, 2013).

 

NOTE 10 — GOODWILL

 

 

 

Goodwill

 

Accumulated
impairment losses

 

Goodwill after
Impairment losses

 

Balance as of January 1, 2013

 

10,265,246

 

(231,850

)

10,033,396

 

(+/-) Foreign exchange effect

 

1,324,790

 

(32,435

)

1,292,355

 

(+) Additions

 

27,294

 

 

27,294

 

Balance as of December 31, 2013

 

11,617,330

 

(264,285

)

11,353,045

 

(+/-) Foreign exchange effect

 

(665,980

)

19,034

 

(646,946

)

Balance as of June 30, 2014

 

10,951,350

 

(245,251

)

10,706,099

 

 

 

 

June 30, 2014

 

December 31, 2013

 

Brazil

 

524,063

 

533,186

 

Special Steels

 

2,426,466

 

2,580,989

 

Latin America

 

744,118

 

781,208

 

North America

 

7,011,452

 

7,457,662

 

 

 

10,706,099

 

11,353,045

 

 

NOTE 11 — LOANS AND FINANCING

 

Loans and financing are as follows:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

 

 

Annual interest rate (*)

 

June 30, 2014

 

December 31, 2013

 

Short term financing in Brazilian reais

 

 

 

 

 

 

 

Working capital

 

1.77

%

44,121

 

421,564

 

Financing of investment

 

11.29

%

64,545

 

42,432

 

Short term financing in foreign currency

 

 

 

 

 

 

 

Working capital (US$)

 

3.24

%

349,637

 

514,417

 

Working capital (€)

 

2.35

%

116,411

 

76,577

 

Working capital (Clp$)

 

3.85

%

 

10,164

 

Working capital (Cop$)

 

6.76

%

85,797

 

91,435

 

Working capital (PA$)

 

14.58

%

6,045

 

7,799

 

Working capital (Mxn$)

 

4.71

%

5,980

 

26,743

 

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

 

2.70

%

4,920

 

4,920

 

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

 

10.90

%

46,638

 

125,209

 

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

 

4.71

%

123,170

 

46,154

 

 

 

 

 

847,264

 

1,367,414

 

Plus current portion of long-term financing

 

 

 

451,278

 

443,369

 

Short term financing plus current portion of long-term financing

 

 

 

1,298,542

 

1,810,783

 

 

 

 

 

 

 

 

 

Long-term financing in Brazilian reais

 

 

 

 

 

 

 

Working capital

 

7.22

%

707,914

 

888,992

 

Financing of property, plant and equipment

 

7.31

%

1,098,751

 

1,023,419

 

Financing of investment

 

11.34

%

1,123,720

 

627,350

 

Long-term financing in foreign currency

 

 

 

 

 

 

 

Working capital (US$)

 

1.86

%

531,290

 

334,290

 

Working capital (€)

 

2.35

%

40,200

 

40,331

 

Working capital (Mxn$)

 

4.71

%

89

 

 

Working capital (COP$)

 

6.73

%

264,353

 

286,545

 

Working capital (PA$)

 

14.58

%

67,939

 

14,271

 

Working capital (INR)

 

10.90

%

10,501

 

10,924

 

Ten Year Bonds (US$)

 

6.54

%

10,784,685

 

10,844,032

 

Financing of investment (US$)

 

4.75

%

151,088

 

160,216

 

Financing of investment (INR)

 

10.90

%

95,640

 

98,897

 

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

 

4.21

%

555,776

 

561,947

 

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

 

4.71

%

 

33,652

 

 

 

 

 

15,431,946

 

14,924,866

 

Less: current portion

 

 

 

(451,278

)

(443,369

)

Long term financing minus current portion

 

 

 

14,980,668

 

14,481,497

 

Total financing

 

 

 

16,279,210

 

16,292,280

 

 

 

 

 

 

 

 

 

Principal amount of the financing

 

 

 

15,996,191

 

15,901,519

 

Interest amount of the financing

 

 

 

283,019

 

390,761

 

Total financing

 

 

 

16,279,210

 

16,292,280

 

 


(*) Weighted average effective interest costs on June 30, 2014.

 

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), IPCA (Extended National Consumer Price Index) and SELIC (Special System for Settlement and Custody).

 

Summary of loans and financing by currency:

 

 

 

June 30, 2014

 

December 31, 2013

 

Brazilian Real (R$)

 

3,039,051

 

3,003,757

 

U.S. Dollar (US$)

 

12,377,396

 

12,419,822

 

Euro (€)

 

156,611

 

116,908

 

Colombian Peso (Cop$)

 

350,150

 

377,980

 

Argentine Peso (PA$)

 

73,984

 

22,070

 

Chilean Peso (Clp$)

 

 

10,164

 

Mexican Peso (Mxn$)

 

129,239

 

106,549

 

Indian Rupee (INR)

 

152,779

 

235,030

 

 

 

16,279,210

 

16,292,280

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

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

 

 

 

June 30, 2014

 

December 31, 2013

 

2015*

 

440,079

 

958,861

 

2016

 

1,008,994

 

592,501

 

2017

 

2,673,332

 

4,057,773

 

2018

 

630,975

 

502,723

 

2019

 

572,753

 

411,473

 

2020 on

 

9,654,535

 

7,958,166

 

 

 

14,980,668

 

14,481,497

 

 


(*) For the period as of June 30, 2014, the amounts represents payments from July 01, 2015 to December 31, 2015.

 

a) Main funding in the period ended June 30, 2014

 

In March 2014, the subsidiaries Gerdau Açominas S.A. and Gerdau Aços Especiais S.A. issued Export Credit Notes (NCE) in the amount of R$ 430 million and R$ 70 million, respectively, with Banco do Brasil bank. Gerdau S.A. is the guarantor of this transaction.

 

In April and May 2014, the Company, through its subsidiary GTL Trade Finance Inc., issued a 30 year Bond in the amount of US$ 500 million, with coupon of 7.25% a year, in which part of this Bond in the amount of US$ 250 million were used to a Tender Offer of Bonds which matured in 2017. The Company also had an Exchange Offer of part of its 2017 and 2020 Bonds issued by GTL Trade Finance Inc. and Gerdau Holdings Inc., respectively, by the new Bonds issuance of  joint and several liability, which matures in 2024 with coupon of 5.893% a year in the total amount of US$ 1.2 billion. The Company designated these new Bonds  as Net Investment Hedge and as a consequence of that the exchange rate variance of these debts will be recognized in the Net Equity and in the Statement of Comprehensive Income, as described in Note 13.f.

 

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.

 

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.. On June 30, 2014, the current ratio was 6 times.

 

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 June 30, 2014, the current ratio was 2.4 times.

 

III) Current Ratio — measures the company’s ability in fulfilling its short term obligations. The contractual terms indicate that the ratio of Current Assets divided by Current Liabilities must be greater than 0.8 times. As of June 30, 2014 the current ratio was 2.8 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.

 

c) Guarantees

 

All loans contracted under the FINAME/BNDES program, totaling R$ 56.9 million on the balance sheet date, are guaranteed by the assets being financed. Certain other loans are guaranteed by the controlling shareholders, for which the Company pays a fee of 0.95% per year, of the amounts guaranteed.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

d) Credit Lines

 

In June 2009, certain subsidiaries of the Company (Gerdau Açominas S.A., Gerdau Aços Longos S.A., Gerdau Aços Especiais S.A. and the former subsidiary Aços Villares S.A.) obtained a pre-approved credit line with BNDES in the total amount of R$ 1.5 billion to be used for the revamp and modernization of several areas, an increase in the production capacity of certain product lines, investment in logistics and energy generation, and also environmental and sustainability projects. The funds are made available at the time each subsidiary starts its specific investment and presents to BNDES the evidence of the investment made. The interest rate for this credit line is determined at the time of each disbursement, and is composed by indexes linked to of TJLP + 2.16% p.a. As of June 30, 2014, the outstanding balance of this credit facility was R$ 615.8 million.

 

In December, 2013, the Company concluded the renewal of the Senior Unsecured Global Working Capital Credit Agreement, which is a US$ 1.5 billion revolving credit line with the purpose of providing liquidity to its subsidiaries. The line is divided into two tranches, US$ 500 million destined for Gerdau’s North American subsidiaries borrowing needs and US$ 1 billion for Gerdau’s Latin American and Spanish subsidiaries’ borrowing needs. The following companies guarantee this agreement: Gerdau S.A., Gerdau Açominas S.A., Gerdau Aços Longos S.A. and Gerdau Aços Especiais S.A. This transaction has a 3 year term. As of June 30, 2014, the outstanding loans under the line totaled US$ 414.9 million (R$ 913.8 million as of June 30, 2014) and are classified as working capital (US$).

 

NOTE 12 — DEBENTURES

 

 

 

 

 

Quantity as of June 30, 2014

 

 

 

June 30,

 

December 31,

 

Issuance

 

General Meeting

 

Issued

 

Held in treasury

 

Maturity

 

2014

 

2013

 

3rd- A and B

 

May 27,1982

 

144,000

 

122,765

 

06/01/2021

 

92,367

 

87,834

 

7th

 

July 14, 1982

 

68,400

 

51,260

 

07/01/2022

 

95,699

 

101,859

 

8th

 

November 11, 1982

 

179,964

 

145,394

 

05/02/2023

 

126,105

 

130,921

 

9th

 

June 10, 1983

 

125,640

 

51,988

 

09/01/2024

 

40,457

 

27,584

 

11th - A and B

 

June 29, 1990

 

150,000

 

134,906

 

06/01/2020

 

79,891

 

66,297

 

Total Consolidated

 

 

 

 

 

 

 

 

 

434,519

 

414,495

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

27,584

 

Non-current

 

 

 

 

 

 

 

 

 

434,519

 

386,911

 

 

Maturities of long-term amounts are as follows:

 

 

 

June 30, 2014

 

December 31, 2013

 

2020 on

 

434,519

 

386,911

 

 

 

434,519

 

386,911

 

 

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 9.68% and 8.06% for the period ended on June 30, 2014 and annual period ended on December 31, 2013, 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 Year 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.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

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:

 

 

 

June 30, 2014

 

December 31, 2013

 

 

 

Book

 

Fair

 

Book

 

Fair

 

 

 

value

 

value

 

value

 

value

 

Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

2,628,061

 

2,628,061

 

2,099,224

 

2,099,224

 

Short-term investments

 

1,334,535

 

1,334,535

 

2,123,168

 

2,123,168

 

Trade accounts receivable

 

4,291,693

 

4,291,693

 

4,078,806

 

4,078,806

 

Related parties

 

77,028

 

77,028

 

87,159

 

87,159

 

Unrealized gains on derivatives

 

9,189

 

9,189

 

319

 

319

 

Other current assets

 

378,238

 

378,238

 

291,245

 

291,245

 

Other non-current assets

 

209,849

 

209,849

 

220,085

 

220,085

 

Liabilities

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

3,447,821

 

3,447,821

 

3,271,419

 

3,271,419

 

Ten/Thirty Years Bonds

 

10,784,685

 

11,720,594

 

10,844,032

 

11,569,859

 

Other financing

 

5,494,525

 

5,494,525

 

5,448,248

 

5,448,248

 

Payroll and related liabilities

 

669,264

 

669,264

 

655,962

 

655,962

 

Debentures

 

434,519

 

434,519

 

414,495

 

414,495

 

Related parties

 

85

 

85

 

43

 

43

 

Other current liabilities

 

577,086

 

577,086

 

634,761

 

634,761

 

Other non-current liabilities

 

636,259

 

636,259

 

571,510

 

571,510

 

Unrealized losses on derivatives

 

2,071

 

2,071

 

3,283

 

3,283

 

 

The fair value of the Ten/Thirty-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.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

Credit risk: this risk arises from the possibility of the subsidiaries not receiving amounts arising from sales to customers or investments made with financial institutions.  In order to minimize this risk, the subsidiaries adopt the procedure of analyzing in details of the financial position of their customers, establishing a credit limit and constantly monitoring their balances.  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 KPIs (Key Performance Indicators) related to the objective “Capital Structure Management” are: WACC (Weighted Average Cost of Capital), Net Debt/ 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 16). 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 than or equal to 2.5 times

Net Financial Expenses Coverage Ratio

 

greater than 5.5 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

 

June 30, 2014

 

June 30, 2013

 

Foreign currency sensitivity analysis

 

5

%

170,898

 

164,591

 

Interest rate sensitivity analysis

 

10

bps

62,138

 

83,978

 

Sensitivity analysis of changes in prices of products sold

 

1

%

209,966

 

190,480

 

Sensitivity analysis of changes in raw material and commodity prices

 

1

%

129,994

 

119,956

 

Sensitivity analysis of interest rate swaps

 

10

bps

8,862

 

13

 

Sensitivity analysis of NDF’s (Non Deliverable Forwards)

 

5

%

3,241

 

2,034

 

 

Foreign currency sensitivity analysis:  As of June 30, 2014, 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$ 170,898 and R$ 107,715 after the effects of changes in the net investment hedge described in note 13.f, as of June 30, 2014 (R$ 164,591 and R$ 71,033 of June 30, 2013, 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 when considered the income tax and exchange variance accounts.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

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

 

Interest rate sensitivity analysis: The interest rate sensitivity analysis made by the Company considers the effects of an increase or reduction of 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$ 78,424 as of June 30, 2014 (R$ 83,978 as of June 30, 2013) 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 three-month period ended on June 30, 2014, totals R$ 209,966 (R$190,480 as of June 30, 2013) and the variation in the price of raw materials and other inputs totals R$ 129,994 as of June 30, 2014 (R$ 119,956 as of June 30, 2013). 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$ 8,862 (income of R$ 13 as of June 30, 2013) and a decrease of 10 bps in the interest curve represents an expense of R$ 8,862 (expense of R$ 13 as of June 30, 2013). On June 30, 2014, these effects would be recognized in the statement of comprehensive income in the amount of R$ 8,862 (R$ 13 in the statement of comprehensive income on June 30, 2013). 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$ 3,241 as of June 30, 2014 (R$ 2,034 as of June, 30 2013) and a decrease of 5% on the US Dollar against the Colombian Peso and Brazilian real represents a loss of R$ 3,241 as of June 30, 2014 (R$ 2,034 as of June 30, 2013). 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:

 

June 30, 2014
Assets

 

Loans and receivables

 

Assets at fair value
with gains and losses
recognized in income

 

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

 

Total

 

Cash and cash equivalents

 

2,628,061

 

 

 

2,628,061

 

Short-term investments

 

 

1,334,535

 

 

1,334,535

 

Unrealized gains on financial instruments

 

 

 

9,189

 

9,189

 

Trade accounts receivable

 

4,291,693

 

 

 

4,291,693

 

Related parties

 

77,028

 

 

 

77,028

 

Other current assets

 

378,238

 

 

 

378,238

 

Other non-current assets

 

209,849

 

 

 

209,849

 

Total

 

7,584,869

 

1,334,535

 

9,189

 

8,928,593

 

Financial result for the six-month period ended on June 30, 2014

 

36,107

 

80,065

 

 

116,172

 

Financial result for the three-month period ended on June 30, 2014

 

11,064

 

36,697

 

 

 

47,761

 

 

 

 

 

 

 

 

 

 

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

Liabilities

 

Liabilities at market 
value with gains and 
losses recognized in 
income

 

Other financial liabilities at 
amortized cost

 

Total

 

Trade accounts payable

 

 

3,447,821

 

3,447,821

 

Ten Year Bonds

 

 

10,784,685

 

10,784,685

 

Other financing

 

 

5,494,525

 

5,494,525

 

Payroll and related liabilities

 

 

669,264

 

669,264

 

Debentures

 

 

434,519

 

434,519

 

Related parties

 

 

85

 

85

 

Other current liabilities

 

 

577,086

 

577,086

 

Other non-current liabilities

 

 

636,259

 

636,259

 

Unrealized losses on financial instruments

 

2,071

 

 

2,071

 

Total

 

2,071

 

22,044,244

 

22,046,315

 

Financial result for the six-month period ended on June 30, 2014

 

(7,878

)

(420,606

)

(428,484

)

Financial result for the three-month period ended on June 30, 2014

 

(4,643

)

(253,960

)

(258,603

)

 

 

December 31, 2013
Assets

 

Loans and receivables

 

Assets at fair value 
with gains and losses 
recognized in income

 

Total

 

Cash and cash equivalents

 

2,099,224

 

 

2,099,224

 

Short-term investments

 

 

2,123,168

 

2,123,168

 

Unrealized gains on financial instruments

 

 

319

 

319

 

Trade accounts receivable

 

4,078,806

 

 

4,078,806

 

Related parties

 

87,159

 

 

87,159

 

Other current assets

 

291,245

 

 

291,245

 

Other non-current assets

 

220,085

 

 

220,085

 

Total

 

6,776,519

 

2,123,487

 

8,900,006

 

Financial result for the six-month period ended on June 30, 2013

 

149,755

 

43,652

 

193,407

 

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

 

122,368

 

26,402

 

148,770

 

 

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

 

 

 

3,271,419

 

3,271,419

 

Ten Year Bonds

 

 

 

10,844,032

 

10,844,032

 

Other financing

 

 

 

5,448,248

 

5,448,248

 

Payroll and related liabilities

 

 

 

655,962

 

655,962

 

Debentures

 

 

 

414,495

 

414,495

 

Related parties

 

 

 

43

 

43

 

Other current liabilities

 

 

 

634,761

 

634,761

 

Other non-current liabilities

 

 

 

571,510

 

571,510

 

Unrealized losses on financial instruments

 

 

3,283

 

 

3,283

 

Total

 

 

3,283

 

21,840,470

 

21,843,753

 

Financial result for the six-month period ended on June 30, 2013

 

(15,864

)

 

(917,799

)

(933,663

)

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

 

(5,875

)

 

(690,951

)

(696,826

)

 

As of June 30, 2014, 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,

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

which validates the mark to market of these transactions. All derivative financial instruments are recognized at fair value in the Condensed Consolidated Interim Financial Statements of the Company.

 

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

 

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

 

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

 

Forward Contracts in US Dollar

 

The Company has entered into NDFs (Non Deliverable Forward) in order to mitigate the exchange variance risk on liabilities denominated in foreign currencies, mainly US dollar. The counterparties of these transactions are financial institutions with a low credit risk.

 

As of June 30, 2014, the parent Company Gerdau S.A. has settled Non Deliverable Forward with nominal value of US$ 17.5 million (R$ 38.5 million). The fair value of these contracts represented a loss of R$ 2,807, the counterpart of this operation were HSBC and Citibank.

 

Swap Contracts

 

The Company has settled 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. The objective of this transaction was to manage the risk of changes in interest rates (Libor) and risk of changes in the exchange rate on US Dollar debts at floating rates.

 

The Company has a cross currency swap, designated as a cash flow hedge, contract whereby it receives a variable interest rate based on LIBOR in US dollars and pays a fixed interest rate based in the local currency. The counterparties to these transactions are financial institutions with low credit risk.

 

The derivatives instruments can be summarized and categorized as follows:

 

 

 

 

 

 

 

Notional value

 

Amount receivable

 

Amount payable

 

Contracts

 

Position

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

Forward

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturity at 2014

 

 

 

 

 

US$00.0 million

 

US$20.0 million

 

 

319

 

(2,071

)

 

Interest rate swap

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturity at 2014

 

receivable under the swap

 

Libor 6M + 0.90%

 

 

US$14.3 million

 

 

 

 

(274

)

 

 

payable under the swap

 

5.50%

 

 

 

 

 

 

 

 

 

 

 

 

 

Cross currency swap

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturity between 2017 and 2018

 

receivable under the swap

 

Libor 6M +2%-2.25%

 

US$25.0 million

 

US$25.0 million

 

9,189

 

 

 

(3,009

)

 

 

payable under the swap

 

10.17%-11.02%

 

US$40.0 million

 

US$40.0 million

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total fair value of financial instruments

 

 

 

 

 

 

 

 

 

9,189

 

319

 

(2,071

)

(3,283

)

 

Prospective and retrospective tests demonstrated the effectiveness of these instruments.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

The efects of financial instruments are classified as follow:

 

 

 

June 30, 2014

 

December 31, 2013

 

Unrealized gains on financial instruments

 

 

 

 

 

Current assets

 

 

319

 

Non-current assets

 

9,189

 

 

 

 

 

9,189

 

319

 

Unrealized losses on financial instruments

 

 

 

 

 

Current liabilities

 

(2,071

)

(274

)

Non-current liabilities

 

 

(3,009

)

 

 

(2,071

)

(3,283

)

 

 

 

June 30, 2014

 

June 30, 2013

 

Net Income

 

 

 

 

 

Gains on financial instruments

 

(77

)

6,108

 

Losses on financial instruments

 

7,778

 

(15,834

)

 

 

7,701

 

(9,726

)

Other comprehensive income

 

 

 

 

 

Gains on financial instruments

 

12,682

 

3,916

 

 

 

12,682

 

3,916

 

 

f) 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/Thirty Year Bonds. As a consequence, the effect of exchange rate changes on these debts has been recognized in equity and in the statement of comprehensive income.

 

The exchange variance on the Ten/Thirty Years Bonds in the amount of US$ 2.7 billion (designated as hedge) is registered in equity and in the statement of comprehensive income, while the exchange rate variance on the portion of US$ 1.0 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 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 gain, net of taxes, in the amount R$ 168,096 and R$ 370,948 for the three and six-month period ended on June 30, 2014, respectively (loss of R$ 588,997 and R$ 519,542 for the three and six-month period ended on June 30, 2013).

 

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. Prospective and retrospective tests demonstrated the effectiveness of these instruments.

 

g) Measurement of fair value:

 

The IFRS 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. The standard also establishes a three level hierarchy 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.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

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 June 30, 2014, 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 June 30, 2014, are as follows:

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

 

 

 

 

 

Quoted Prices Active Markets for 
Identical Assets (Level 1)

 

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

 

 

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term investments Trading

 

1,334,535

 

2,123,168

 

1,130,447

 

1,866,890

 

204,088

 

256,278

 

Financial instruments

 

 

319

 

 

 

 

319

 

 

 

1,334,535

 

2,123,487

 

1,130,447

 

1,866,890

 

204,088

 

256,597

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial instruments

 

2,071

 

274

 

 

 

2,071

 

274

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial instruments

 

 

3,009

 

 

 

 

3,009

 

 

 

2,071

 

3,283

 

 

 

2,071

 

3,283

 

 

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

 

 

 

June 30, 2014

 

December 31, 2013

 

a) Tax provisions

 

1,194,817

 

1,057,697

 

b) Labor provisions

 

224,003

 

214,501

 

c) Civil provisions

 

19,231

 

22,400

 

 

 

1,438,051

 

1,294,598

 

 

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 June 30, 2014

(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:

 

 

 

June 30, 2014

 

December 31, 2013

 

Tax

 

1,190,978

 

1,093,517

 

Labor

 

61,159

 

57,456

 

Civil

 

5,171

 

4,434

 

 

 

1,257,308

 

1,155,407

 

 

NOTE 15 - RELATED-PARTY TRANSACTIONS

 

a)             Intercompany loans

 

 

 

June 30, 2014

 

December 31, 2013

 

Assets

 

 

 

 

 

Associate companies

 

 

 

 

 

Armacero Ind. Com. Ltda.

 

10,374

 

31,109

 

 

 

 

 

 

 

Jointly-controlled entities

 

 

 

 

 

Gerdau Corsa SAPI de C.V.

 

6,792

 

60

 

Aceros Corsa, S.A. de C.V.

 

5,748

 

 

 

 

 

 

 

 

Others

 

 

 

 

 

Fundação Gerdau

 

53,951

 

55,657

 

Others

 

163

 

333

 

 

 

77,028

 

87,159

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Others

 

 

 

 

 

Others

 

(85

)

(43

)

 

 

(85

)

(43

)

Non-current liabilities

 

(85

)

(43

)

 

 

 

For the six-month period ended

 

 

 

June 30, 2014

 

June 30, 2013

 

Net financial income

 

1,995

 

1,525

 

 

Commercial operations

 

During the six-month period ended on June 30, 2014 and 2013, the Company, through its subsidiaries, performed commercial operations with some of its associated companies and jointly controlled entities in sales of R$ 234,180 as of June 30, 2014 (R$ 329,805 as of June 30, 2013) and purchases in the amount of R$ 266,868 as of June 30, 2014 (R$ 207,786 as of June 30, 2013). The net balance of accounts receivable totals R$ 32,688 as of June 30, 2014 (R$ 89,452 as of December 31, 2013).

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

b)             Financial operations

 

 

 

(Expenses)/Income

 

 

 

For the six-month period ended

 

 

 

June 30, 2014

 

June 30, 2013

 

Shareholders

 

 

 

 

 

Indac - Ind. Adm. e Comércio S.A. (*)

 

(3,495

)

(6,678

)

Grupo Gerdau Empreendimentos Ltda. (**)

 

444

 

302

 

 


(*) Guarantees of certain financing in the amount of R$ 712,921 at June 30, 2014, for which the Company pays a fee of 0.95% of the amount guranteed .

(**) Rental agreement

 

c)              Guarantees granted

 

Related Party

 

Relationship

 

Type

 

Object

 

Original
Amount

 

Maturity

 

Balance

 

Dona Francisca Energética S.A

 

Associate

 

Guarantee

 

Financing Agreements

 

152,020

 

Dec/14

 

5,089

 

Gerdau Açominas S.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

437,387

 

Jul/15 - Feb/21

 

474,160

 

Empresa Siderúrgica Del Peru S.A.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

517,792

 

Apr/14 - Sept/16

 

431,690

 

GTL Trade Finance Inc.

 

Subsidiary

 

Guarantee

 

10-year Bond

 

1,744,000

 

Oct/17

 

1,917,400

 

GTL Trade Finance Inc.

 

Subsidiary

 

Guarantee

 

30-year Bond

 

1,118,000

 

Apr/44

 

1,101,250

 

Diaco S.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

415,305

 

May/14 - Jun/17

 

417,498

 

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

 

1,384,498

 

Industrias Nacionales C. por A.

 

Associate

 

Guarantee

 

Financing Agreements

 

125,304

 

Jun/15 - Dic/17

 

104,547

 

Industrias Nacionales C. por A.

 

Associate

 

Guarantee

 

Financing Agreements

 

112,852

 

Mar/15

 

45,936

 

Gerdau Trade Inc.

 

Subsidiary

 

Guarantee

 

10-year Bond

 

2,117,750

 

Jan/21

 

2,613,266

 

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

 

Associate

 

Guarantee

 

Financing Agreements

 

676,423

 

Aug/14 - Mar/19

 

712,222

 

GTL Trade Finance Inc., Gerdau Holdings Inc.

 

Subsidiary

 

Guarantee

 

Bond 10 years

 

2,606,346

 

Apr/24

 

2,567,298

 

Sipar Gerdau Inversiones

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

1,665

 

Jun/17

 

13,541

 

Coquecol S.A.C.I.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

113,210

 

Mar/14 - Apr/19

 

110,127

 

Steelchem Trading Corporation

 

Associate

 

Guarantee

 

Financing Agreements

 

80,964

 

Jun/14 - Mar/15

 

88,100

 

Gerdau Trade Inc.

 

Subsidiary

 

Guarantee

 

10-year Bond

 

1,501,275

 

Apr/23

 

1,439,334

 

Gerdau Steel India Ltd.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

300,355

 

Dic/15 - Sept/18

 

269,268

 

Aceros Corsa S.A. de C.V.

 

Associate

 

Guarantee

 

Financing Agreements

 

44,050

 

Jun-15

 

43,506

 

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

 

Associate

 

Guarantee

 

Financing Agreements

 

333,013

 

Unespecific

 

178,298

 

Gerdau Açominas S.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

1,576,206

 

Dec/15 - Aug/20

 

1,526,340

 

Gerdau Ameristeel Us. Inc.

 

Subsidiary

 

Guarantee

 

25-year Bond

 

103,596

 

Oct/37

 

112,328

 

Gerdau Aços Longos S.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

426,098

 

Oct/24 - Dic/30

 

409,766

 

Siderúrgica Zuliana, C.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

33,038

 

Jun/15

 

33,038

 

Gerdau Aços Especiais S.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

70,000

 

Feb/20

 

70,000

 

Gerdau Açominas S.A., Gerdau Aços Longos S.A., Gerdau Aços Especiais S.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

78,571

 

Jul/16

 

51,785

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

d)             Debentures

 

Debentures are held by parent companies, directly or indirectly, in the amount of R$ 370,769 as of June 30, 2014 (R$ 224,319 as of December 31, 2013), which corresponds to 66,406 debentures (42,173 as of December 31, 2013). Debentures are held by controlling shareholders, directly or indirectly, in the amount of R$ 184,836 as of June 30, 2014 (R$ 162,615 as of December 31, 2013), which corresponds to 37,468 debentures (35,066 as of December 31, 2013).

 

e)              Price conditions and charges

 

Loan agreements between Brazilian companies are adjusted by the monthly variation of the CDI (Interbank Deposit Certificate), which was 2.47 and 4.93% for the three-month and six-month periods ended on June 30, 2014, respectively (1.82% and 3.43% for the three-month and six-month periods ended on June 30, 2013, 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.

 

f)               Management compensation

 

The Company paid to its management salaries and variable compensation totaling R$ 5,639 and R$ 30,866 for the three-month and six-month periods ended on June 30, 2014 (R$ 4,924 and R$ 19,287 for the three-month and six-month periods ended on June 30, 2013).

 

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:

 

 

 

June 30, 2014

 

December 31, 2013

 

 

 

Common shares

 

Preferred shares

 

Common shares

 

Preferred shares

 

Balance at the beginning of the period

 

571,929,945

 

1,132,285,402

 

571,929,945

 

1,128,534,345

 

Exercise of stock option

 

 

238,923

 

 

3,751,057

 

Balance at the end of the period

 

571,929,945

 

1,132,524,325

 

571,929,945

 

1,132,285,402

 

 

On June 30, 2014, 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

 

 

 

June 30, 2014

 

December 31, 2013

 

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

 

30,809,177

 

5.4

 

166,090,766

 

14.5

 

196,899,943

 

11.4

 

29,436,374

 

5.1

 

171,866,798

 

15.0

 

201,303,172

 

11.7

 

Foreign institutional investors

 

20,674,905

 

3.6

 

564,856,305

 

49.3

 

585,531,210

 

34.0

 

21,919,936

 

3.8

 

562,964,554

 

49.1

 

584,884,490

 

34.0

 

Other shareholders

 

70,733,209

 

12.3

 

148,735,770

 

13.0

 

219,468,979

 

12.8

 

70,860,981

 

12.4

 

144,612,566

 

12.6

 

215,473,547

 

12.5

 

Treasury stock

 

1,697,538

 

0.3

 

13,506,920

 

1.1

 

15,204,458

 

0.9

 

1,697,538

 

0.3

 

13,745,843

 

1.2

 

15,443,381

 

0.9

 

 

 

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 June 30, 2014

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

(Unaudited)

 

b) Treasury stocks

 

Changes in treasury shares are as follows:

 

 

 

June 30, 2014

 

December 31, 2013

 

 

 

Common

 

R$

 

Preferred shares

 

R$

 

Common

 

R$

 

Preferred
shares

 

R$

 

Balance at the beginning of the period

 

1,697,538

 

557

 

13,745,843

 

238,414

 

1,697,538

 

557

 

17,496,900

 

289,683

 

Exercise of stock option

 

 

 

(238,923

)

(4,063

)

 

 

(3,751,057

)

(51,269

)

Balance at the end of the period

 

1,697,538

 

557

 

13,506,920

 

234,351

 

1,697,538

 

557

 

13,745,843

 

238,414

 

 

As of June 30, 2014, the Company had 13,506,920 preferred shares in treasury, totaling R$ 234,351. These shares will be held in treasury for subsequent cancelling or will service the long-term incentive plan of the Company. During the six-months period ended on June 30, 2014, 238,923 shares were used upon exercise of stock options (208,092 during the six-month period ended on June 30, 2013), with losses of R$ 4,063 (R$ 3,745 during the six-month period ended on June 30, 2013) which were recorded under Investment and Working Capital reserve. The average acquisition cost of these shares was R$ 17.35.

 

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:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

NOTE 17 – EARNINGS PER SHARE (EPS)

 

Basic

 

 

 

For the three-month period ended on

 

 

 

June 30, 2014

 

June 30, 2013

 

 

 

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

 

119,6

10

 

236,845

 

356,445

 

131,286

 

259,099

 

390,385

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

571,929,945

 

1,132,509,577

 

 

 

571,929,945

 

1,128,734,010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share (in R$) – Basic

 

0.21

 

0.21

 

 

 

0.23

 

0.23

 

 

 

 

 

 

For the six-month period ended on

 

 

 

June 30, 2014

 

June 30, 2013

 

 

 

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

 

252,912

 

500,767

 

753,679

 

181,130

 

357,447

 

538,577

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

571,929,945

 

1,132,421,238

 

 

 

571,929,945

 

1,128,661,210

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share (in R$) – Basic

 

0.44

 

0.44

 

 

 

0.32

 

0.32

 

 

 

 

Diluted

 

 

 

For the three-month period ended on

 

 

 

June 30, 2014

 

June 30, 2013

 

Diluted numerator

 

 

 

 

 

Allocated net income available to Common and Preferred shareholders

 

 

 

 

 

Net income allocated to preferred shareholders

 

236,845

 

259,099

 

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.

 

348

 

75

 

 

 

237,193

 

259,174

 

 

 

 

 

 

 

Net income allocated to common shareholders

 

119,610

 

131,286

 

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.

 

(348

)

(75

)

 

 

 

 

 

 

 

 

119,262

 

131,211

 

 

 

 

 

 

 

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

 

1,132,509,577

 

1,128,734,010

 

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

 

4,970,567

 

967,545

 

Total

 

1,137,480,144

 

1,129,701,555

 

 

 

 

 

 

 

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

 

0.21

 

0.23

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

 

 

For the six-month period ended on

 

 

 

June 30, 2014

 

June 30, 2013

 

Diluted numerator

 

 

 

 

 

Allocated net income available to Common and Preferred shareholders

 

 

 

 

 

Net income allocated to preferred shareholders

 

500,767

 

357,447

 

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.

 

738

 

35

 

 

 

501,505

 

357,482

 

 

 

 

 

 

 

Net income allocated to common shareholders

 

252,912

 

181,130

 

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.

 

(738

)

(35

)

 

 

 

 

 

 

 

 

252,174

 

181,095

 

 

 

 

 

 

 

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

 

1,132,421,238

 

1,128,661,210

 

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

 

4,989,845

 

327,496

 

Total

 

1,137,411,083

 

1,128,988,706

 

 

 

 

 

 

 

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

 

0.44

 

0.32

 

 

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

 

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, and allow the employees to convert, until November 17, 2013, their Stock Options and Share Appreciation Rights to Restricted Shares through a method of calculation that ensures the equivalence between the fair value of Stock Options and Restricted Shares.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

The conversion was performed through the equivalence between the fair value of stock options and SARs and Restricted Shares delivered in the migration process. The fair value was determined by external experts using the trinomial valuation model. The Restricted Shares originated by the migration will vest in five equal installments on the following dates: December 9, 2013, March 20, 2015, March 20, 2016, March 20, 2017 and March 20, 2018.

 

a)             Stock Options Plan:

 

 

 

June 30, 2014

 

December 31, 2013

 

 

 

Number of
shares

 

Average exercise
price in the year

 

Number of
shares

 

Average exercise
price in the year

 

 

 

 

 

R$

 

 

 

R$

 

Available at beginning of the year

 

2,793,495

 

19.44

 

13,481,041

 

17.34

 

Options Granted

 

 

 

1,947,564

 

18.58

 

Options Exercised

 

(13,012

)

16.50

 

(2,388,004

)

9.60

 

Options Forfeited

 

(97,245

)

18.58

 

(279,004

)

20.22

 

Converted to Restricted Shares

 

 

 

(9,968,102

)

18.96

 

Available at the end of the year

 

2,683,238

 

19.44

 

2,793,495

 

19.44

 

 

The average market price of the share on the six-month period ended June 30, 2014 was R$ 14.84 (R$ 16.01 in December 31, 2013).

 

As of June 30, 2014 the Company has a total of 13,506,920 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.

 

Exercise price

 

Quantity

 

Average period of
grace (in years)

 

Average
exercise price

 

Number
exercisable at
June 30, 2014*

 

 

 

 

 

 

 

R$

 

 

 

R$ 9.58

 

80,742

 

4.7

 

9.99

 

80,742

 

R$ 30.04

 

12,581

 

2.7

 

31.34

 

12,581

 

R$ 43.70

 

8,953

 

3.7

 

45.58

 

8,953

 

R$ 10,58 a R$ 29,12

 

2,580,962

 

5.0

 

19.60

 

138,211

 

 

 

2,683,238

 

 

 

 

 

240,487

 

 


*The total of options vested that are exercisable on June 30, 2014 is 240,487 (252,372 on December 31, 2013).

 

During the three-month and six-month periods ended on June 30, 2014, the long-term incentive plans costs recognized in income for all equity settled awards were R$ 7,835 and R$ R$ 17,153, respectively (R$ 8,244 and R$ 15,540 on June 30, 2013, for the three-month and six-months periods, respectively).

 

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 premises:

 

 

 

Grant 2013

 

Dividend Yield

 

1.36

%

Volatility in the price of share

 

57.22

%

Risk free interest rate

 

9.23

%

Expected period until exercise

 

5 years

 

 

There were no new grants for this plan in 2014.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

b) Restricted Shares and Performance Shares Summary:

 

Quantity on January 01, 2013

 

1,024,876

 

Granted

 

597,472

 

Addition due to the Convertion from SARs

 

2,898,828

 

Addition due to the Convertion from Stock Options

 

5,234,336

 

Forfeited

 

(652,956

)

Exercised

 

(1,731,341

)

Quantity on December 31, 2013

 

7,371,215

 

Granted

 

3,705,103

 

Forfeited/Canceled

 

(383,625

)

Exercised

 

(249,749

)

Quantity on June 30, 2014

 

10,442,944

 

 

c) Other Plans – North America

 

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 2014, an award of approximately US$ 11.7 million (R$ 25.8 million) was granted to participants under the EIP. The Company issued 1,922,892 equity-settled SARs, 768,586 RSUs, and 1,154,306 PSUs under this plan. This award is being accrued over the vesting period of 5 years.

 

In 2013, an award of approximately US$ 11.9 million (R$ 27.9 million) was granted to participants under the EIP. The Company issued 2,423,379 equity-settled SARs, 198,552 RSUs, and 398,920 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 June 30, 2014, there were 815,897 SARs and 102,276 stock options outstanding under the LTIP. These awards are being accrued over the vesting period of 4 years.

 

During the three-month and six-month periods ended on June 30, 2014, the effects recognized in income for all cash-settled awards were a gain of US$ 103 thousand (R$ 230) and US$ 542 thousand (R$ 1,245), respectively and during the three-month and six-month periods ended on June 30, 2013 were a gain of US$ 2,434 thousand (R$ 5,031) and US$ 4,613 thousand (R$ 9,379), respectively.

 

As of June 30, 2014 and December 31, 2013, the outstanding liability for share-based payment transactions included in other non-current liabilities of the subsidiaries in North America was US$ 503 thousand (R$ 1,508) and US$ 1,200 thousand (R$ 2,800), respectively. The total intrinsic value of share-based liabilities for which the participant’s right to cash had vested was US$ 1,165 thousand (R$ 2,566) and US$ 1,300 thousand (R$ 3,000) as of June 30, 2014 and December 31, 2013, respectively.

 

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.  The Company has

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

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.

 

There were no SARs granted in 2014.

 

The grant date fair value of equity-settled SARs granted in 2013 was US$ 3.16 (R$ 6.83), respectively and the principal assumptions used in applying the Black-Scholes option pricing model were as follows:

 

 

 

Grant 2013

 

Dividend Yield

 

1.81

%

Volatility in the price of share

 

51.08

%

Risk free interest rate

 

1.12

%

Expected period until exercise

 

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.

 

SARs Summary:

 

Quantity on Quantity 01, 2013

 

6,078,726

 

Granted

 

2,423,379

 

Forfeited

 

(885,644

)

Exercised

 

(843,965

)

Converted to RSUs

 

(5,914,523

)

Quantity on December 31, 2013

 

857,973

 

Exercised

 

(450

)

Forfeited/Canceled

 

(41,626

)

Quantity on June 30, 2014

 

815,897

 

 

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$ 6.10 and US$ 7.51 (R$ 14.01 and R$ 15.27) for the six-month periods ended on June 30, 2014 and June 30, 2013, respectively.

 

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 June 30, 2014

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

(Unaudited)

 

 

 

For the three-month periods ended

 

For the six-month periods ended

 

 

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

Depreciation and amortization

 

(540,239

)

(476,195

)

(1,081,899

)

(940,315

)

Labor expenses

 

(1,593,754

)

(1,481,553

)

(3,220,162

)

(2,919,040

)

Raw material and consumption material

 

(6,495,269

)

(6,087,519

)

(12,999,431

)

(11,995,617

)

Freight

 

(549,892

)

(494,875

)

(1,115,686

)

(942,509

)

Other expenses/income, net

 

(661,093

)

(622,476

)

(1,349,296

)

(1,206,329

)

 

 

(9,840,247

)

(9,162,618

)

(19,766,474

)

(18,003,810

)

 

 

 

 

 

 

 

 

 

 

Classified as:

 

 

 

 

 

 

 

 

 

Cost of sales

 

(9,179,154

)

(8,540,141

)

(18,417,178

)

(16,797,480

)

Selling expenses

 

(179,548

)

(164,999

)

(353,131

)

(316,229

)

General and administrative expenses

 

(498,944

)

(470,997

)

(1,032,749

)

(954,308

)

Other operating income

 

41,606

 

37,541

 

88,472

 

99,323

 

Other operating expenses

 

(24,207

)

(24,022

)

(51,888

)

(35,116

)

 

 

(9,840,247

)

(9,162,618

)

(19,766,474

)

(18,003,810

)

 

NOTE 21 – FINANCIAL INCOME

 

 

 

For the three-month periods ended

 

For the six-month periods ended

 

 

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

Income from short-term investments

 

31,669

 

24,120

 

71,747

 

37,514

 

Interest income and other financial incomes

 

56,990

 

39,549

 

78,960

 

69,745

 

Financial income total

 

88,659

 

63,669

 

150,707

 

107,259

 

 

 

 

 

 

 

 

 

 

 

Interest on debts

 

(329,129

)

(222,533

)

(579,202

)

(424,564

)

Monetary variation and other financial expenses

 

(41,456

)

(41,794

)

(80,109

)

(90,833

)

Financial expenses total

 

(370,585

)

(264,327

)

(659,311

)

(515,397

)

 

 

 

 

 

 

 

 

 

 

Exchange variations, net

 

76,315

 

(343,806

)

203,993

 

(322,392

)

Gains and Losses on derivatives, net

 

(5,231

)

(3,592

)

(7,701

)

(9,726

)

Financial result, net

 

(210,842

)

(548,056

)

(312,312

)

(740,256

)

 

NOTE 22 – SEGMENT REPORTING

 

From 2014 on, the iron ore operation, which was previously presented into the Brazil segment, started to be presented separately as a new segment called “Iron Ore”. This change is due to the evolution of the iron ore project throughout 2013, which led to the Company’s decision to segregate this operation due to its significance.

 

For presentation purposes, the comparative information has been modified, regarding the information originally disclosed, to reflect the changes approved by the Gerdau Executive Committee, according to the criteria established by IFRS 8.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

 

 

For the three-month periods ended

 

 

 

Brazil Operation

 

Iron Ore

 

North America Operation

 

Latin America Operation

 

Special Steels Operation

 

Eliminations and Adjustments

 

Consolidated

 

Information by business segment:

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

Net sales

 

3,445,830

 

3,665,878

 

216,438

 

123,726

 

3,581,118

 

3,092,381

 

1,301,821

 

1,332,199

 

2,181,594

 

2,121,671

 

(283,979

)

(453,398

)

10,442,822

 

9,882,457

 

Cost of sales

 

(2,852,062

)

(2,940,659

)

(164,930

)

(73,255

)

(3,304,063

)

(2,905,474

)

(1,155,516

)

(1,193,413

)

(1,988,359

)

(1,880,376

)

285,776

 

453,036

 

(9,179,154

)

(8,540,141

)

Gross profit

 

593,768

 

725,219

 

51,508

 

50,471

 

277,055

 

186,907

 

146,305

 

138,786

 

193,235

 

241,295

 

1,797

 

(362

)

1,263,668

 

1,342,316

 

Selling, general and administrative expenses

 

(220,885

)

(221,021

)

(9,918

)

(9,320

)

(177,825

)

(144,523

)

(85,515

)

(72,065

)

(98,360

)

(92,138

)

(85,989

)

(96,929

)

(678,492

)

(635,996

)

Other operating income (expenses)

 

15,420

 

11,879

 

 

 

22,313

 

750

 

(156

)

(2,658

)

1,377

 

6,795

 

(21,555

)

(3,247

)

17,399

 

13,519

 

Equity in earnings of unconsolidated companies

 

 

 

 

 

23,992

 

(3,517

)

(2,616

)

(1,188

)

 

 

5,614

 

4,335

 

26,990

 

(370

)

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

 

388,303

 

516,077

 

41,590

 

41,151

 

145,535

 

39,617

 

58,018

 

62,875

 

96,252

 

155,952

 

(100,133

)

(96,203

)

629,565

 

719,469

 

Finacial result, net

 

(64,174

)

(30,636

)

(6,779

)

(196

)

(39,669

)

(42,705

)

(18,705

)

(37,555

)

(39,768

)

(32,673

)

(41,747

)

(404,291

)

(210,842

)

(548,056

)

Income (Loss) before taxes

 

324,129

 

485,441

 

34,811

 

40,955

 

105,866

 

(3,088

)

39,313

 

25,320

 

56,484

 

123,279

 

(141,880

)

(500,494

)

418,723

 

171,413

 

Income and social contribution taxes

 

(84,961

)

(123,069

)

(9,051

)

(10,239

)

6,016

 

43,264

 

(20,937

)

(14,402

)

(6,259

)

(37,423

)

89,807

 

371,407

 

(25,385

)

229,538

 

Net income (Loss)

 

239,168

 

362,372

 

25,760

 

30,716

 

111,882

 

40,176

 

18,376

 

10,918

 

50,225

 

85,856

 

(52,073

)

(129,087

)

393,338

 

400,951

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales between segments

 

101,570

 

255,050

 

126,668

 

110,652

 

23,288

 

44,089

 

 

85

 

32,453

 

43,522

 

 

 

283,979

 

453,398

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

388,303

 

516,077

 

41,590

 

41,151

 

145,535

 

39,617

 

58,018

 

62,875

 

96,252

 

155,952

 

(100,133

)

(96,203

)

629,565

 

719,469

 

Depreciation/amortization

 

209,342

 

185,816

 

11,417

 

4,951

 

135,579

 

118,790

 

50,264

 

46,338

 

133,637

 

120,300

 

 

 

540,239

 

476,195

 

Earnings before interest, taxes, depreciation and amortization (EBITDA)

 

597,645

 

701,893

 

53,007

 

46,102

 

281,114

 

158,407

 

108,282

 

109,213

 

229,889

 

276,252

 

(100,133

)

(96,203

)

1,169,804

 

1,195,664

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

Investments in associates and jointly-controlled entities

 

 

 

 

 

336,817

 

326,765

 

1,061,758

 

1,129,060

 

1,477

 

1,288

 

114,467

 

132,918

 

1,514,519

 

1,590,031

 

Total assets

 

19,537,386

 

19,276,428

 

1,061,971

 

1,068,799

 

15,963,024

 

16,909,618

 

7,622,804

 

7,927,174

 

14,136,037

 

14,830,092

 

(427,565

)

(1,797,071

)

57,893,657

 

58,215,040

 

Total liabilities

 

9,205,953

 

9,396,996

 

141,488

 

126,651

 

4,199,107

 

4,547,307

 

2,133,731

 

2,123,608

 

6,575,801

 

6,912,854

 

3,931,531

 

3,086,867

 

26,187,610

 

26,194,283

 

 

 

 

For the six-month periods ended

 

 

 

Brazil Operation

 

Iron Ore

 

North America Operation

 

Latin America Operation

 

Special Steels Operation

 

Eliminations and Adjustments

 

Consolidated

 

Information by business segment:

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

Net sales

 

7,101,181

 

7,122,632

 

532,699

 

202,862

 

6,838,856

 

6,016,957

 

2,701,191

 

2,476,507

 

4,444,354

 

3,934,841

 

(621,683

)

(705,784

)

20,996,598

 

19,048,015

 

Cost of sales

 

(5,758,013

)

(5,883,834

)

(361,830

)

(136,272

)

(6,462,589

)

(5,659,245

)

(2,369,678

)

(2,242,589

)

(4,089,753

)

(3,575,268

)

624,685

 

699,728

 

(18,417,178

)

(16,797,480

)

Gross profit

 

1,343,168

 

1,238,798

 

170,869

 

66,590

 

376,267

 

357,712

 

331,513

 

233,918

 

354,601

 

359,573

 

3,002

 

(6,056

)

2,579,420

 

2,250,535

 

Selling, general and administrative expenses

 

(449,820

)

(443,659

)

(19,385

)

(16,566

)

(363,794

)

(299,303

)

(175,383

)

(149,353

)

(201,427

)

(175,168

)

(176,071

)

(186,488

)

(1,385,880

)

(1,270,537

)

Other operating income (expenses)

 

25,894

 

28,343

 

 

 

24,490

 

2,201

 

(5,223

)

(4,328

)

3,657

 

11,409

 

(12,234

)

26,582

 

36,584

 

64,207

 

Equity in earnings of unconsolidated companies

 

 

 

 

 

43,152

 

12,078

 

(1,134

)

(5,881

)

 

 

11,605

 

10,104

 

53,623

 

16,301

 

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

 

919,242

 

823,482

 

151,484

 

50,024

 

80,115

 

72,688

 

149,773

 

74,356

 

156,831

 

195,814

 

(173,698

)

(155,858

)

1,283,747

 

1,060,506

 

Finacial result, net

 

(161,911

)

(61,157

)

(13,564

)

(330

)

(79,486

)

(88,807

)

(10,772

)

(69,915

)

(74,253

)

(72,709

)

27,674

 

(447,338

)

(312,312

)

(740,256

)

Income (Loss) before taxes

 

757,331

 

762,325

 

137,920

 

49,694

 

629

 

(16,119

)

139,001

 

4,441

 

82,578

 

123,105

 

(146,024

)

(603,196

)

971,435

 

320,250

 

Income and social contribution taxes

 

(194,607

)

(191,454

)

(34,828

)

(12,425

)

71,925

 

70,619

 

(65,062

)

(18,474

)

(16,738

)

(59,008

)

101,304

 

450,978

 

(138,006

)

240,236

 

Net income (Loss)

 

562,724

 

570,871

 

103,092

 

37,269

 

72,554

 

54,500

 

73,939

 

(14,033

)

65,840

 

64,097

 

(44,720

)

(152,218

)

833,429

 

560,486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales between segments

 

266,586

 

393,508

 

232,067

 

188,535

 

47,632

 

50,555

 

 

837

 

75,398

 

72,349

 

 

 

621,683

 

705,784

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

919,242

 

823,482

 

151,484

 

50,024

 

80,115

 

72,688

 

149,773

 

74,356

 

156,831

 

195,814

 

(173,698

)

(155,858

)

1,283,747

 

1,060,506

 

Depreciation/amortization

 

409,644

 

373,962

 

22,969

 

9,858

 

271,349

 

233,415

 

101,914

 

87,690

 

276,023

 

235,390

 

 

 

1,081,899

 

940,315

 

Earnings before interest, taxes, depreciation and amortization (EBITDA)

 

1,328,886

 

1,197,444

 

174,453

 

59,882

 

351,464

 

306,103

 

251,687

 

162,046

 

432,854

 

431,204

 

(173,698

)

(155,858

)

2,365,646

 

2,000,821

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

Investments in associates and jointly-controlled entities

 

 

 

 

 

336,817

 

326,765

 

1,061,758

 

1,129,060

 

1,477

 

1,288

 

114,467

 

132,918

 

1,514,519

 

1,590,031

 

Total assets

 

19,537,386

 

19,276,428

 

1,061,971

 

1,068,799

 

15,963,024

 

16,909,618

 

7,622,804

 

7,927,174

 

14,136,037

 

14,830,092

 

(427,565

)

(1,797,071

)

57,893,657

 

58,215,040

 

Total liabilities

 

9,205,953

 

9,396,996

 

141,488

 

126,651

 

4,199,107

 

4,547,307

 

2,133,731

 

2,123,608

 

6,575,801

 

6,912,854

 

3,931,531

 

3,086,867

 

26,187,610

 

26,194,283

 

 

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.

Iron Ore Operation: Iron Ore

 

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:

 

 

 

For the three-month periods ended

 

 

 

Brazil

 

Latin America (1)

 

North America (2)

 

Europe/Asia

 

Consolidated

 

Information by geographic area:

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

Net sales

 

3,985,391

 

3,921,155

 

1,380,219

 

1,547,557

 

4,334,564

 

3,783,085

 

742,648

 

630,660

 

10,442,822

 

9,882,457

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

Total assets

 

23,499,112

 

22,036,970

 

8,267,501

 

8,478,180

 

22,507,891

 

23,843,862

 

3,619,153

 

3,856,028

 

57,893,657

 

58,215,040

 

 


(1) Does not include operations of Brazil

(2) Does not include operations of Mexico

 

 

 

For the six-month periods ended

 

 

 

Brazil

 

Latin America (1)

 

North America (2)

 

Europe/Asia

 

Consolidated

 

Information by geographic area:

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

Net sales

 

8,185,749

 

7,686,997

 

2,869,529

 

2,813,099

 

8,429,917

 

7,369,980

 

1,511,403

 

1,177,939

 

20,996,598

 

19,048,015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

 

Total assets

 

23,499,112

 

22,036,970

 

8,267,501

 

8,478,180

 

22,507,891

 

23,843,862

 

3,619,153

 

3,856,028

 

57,893,657

 

58,215,040

 

 


(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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2014

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

(Unaudited)

 

determination, investment plans, and long-term economic-financial forecasts.  The goodwill impairment test allocated to business segments is performed annually in December, also being performed at interim reporting dates if events or circumstances indicate possible impairment.

 

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

 

The Company concluded that there are no indications that an impairment test of goodwill and other long-lived assets for the period ended on June 30, 2014 is required.

 

NOTE 24 - SUBSEQUENT EVENTS

 

I) On July 25, 2014, the Company proposed to anticipate the payment of dividends on income for the quarter ended on June 30, 2014, in the form of dividends, which will be calculated and credited on the shareholding interest owned on August 11, 2014, in the amount of R$ 102.3 million (R$ 0.06 per common and preferred share), with payment on August 21, 2014. 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 July 30, 2014.

 

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