EX-99.1 2 a15-10817_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GERDAU S.A.

 

Condensed consolidated interim financial statements

 

as of March 31, 2015

 



 

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

In thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

Note

 

March 31, 2015

 

December 31, 2014

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

4

 

3,596,164

 

3,049,971

 

Short-term investments Held for Trading

 

4

 

2,251,062

 

2,798,834

 

Trade accounts receivable - net

 

5

 

5,271,932

 

4,438,676

 

Inventories

 

6

 

10,190,200

 

8,866,888

 

Tax credits

 

 

 

747,480

 

686,958

 

Income and social contribution taxes recoverable

 

 

 

397,118

 

468,309

 

Unrealized gains on financial instruments

 

13

 

64,358

 

41,751

 

Other current assets

 

 

 

388,710

 

331,352

 

 

 

 

 

22,907,024

 

20,682,739

 

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

Tax credits

 

 

 

80,775

 

78,412

 

Deferred income taxes

 

 

 

3,551,951

 

2,567,189

 

Related parties

 

15

 

121,420

 

80,920

 

Judicial deposits

 

14

 

1,501,326

 

1,430,865

 

Other non-current assets

 

 

 

393,325

 

375,732

 

Prepaid pension cost

 

 

 

163,017

 

196,799

 

Investments in associates and jointly-controlled entities

 

8

 

1,667,710

 

1,394,383

 

Goodwill

 

10

 

14,969,925

 

12,556,404

 

Other Intangibles

 

 

 

1,715,533

 

1,547,098

 

Property, plant and equipment, net

 

 

 

23,771,383

 

22,131,789

 

 

 

 

 

47,936,365

 

42,359,591

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

70,843,389

 

63,042,330

 

 

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

 



 

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

In thousands of  Brazilian reais (R$)

(Unaudited)

 

 

 

Note

 

March 31, 2015

 

December 31, 2014

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Trade accounts payable

 

 

 

3,745,251

 

3,236,356

 

Short-term debt

 

11

 

2,365,802

 

2,037,869

 

Taxes payable

 

 

 

461,249

 

405,490

 

Income and social contribution taxes payable

 

 

 

182,425

 

388,920

 

Payroll and related liabilities

 

 

 

532,908

 

668,699

 

Dividends payable

 

 

 

 

119,318

 

Employee benefits

 

 

 

36,811

 

34,218

 

Environmental liabilities

 

 

 

22,118

 

23,025

 

Other current liabilities

 

 

 

713,278

 

858,901

 

 

 

 

 

8,059,842

 

7,772,796

 

 

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

Long-term debt

 

11

 

20,587,831

 

17,148,580

 

Debentures

 

12

 

328,595

 

335,036

 

Deferred income taxes

 

 

 

1,243,095

 

944,546

 

Unrealized losses on financial instruments

 

13

 

7,376

 

8,999

 

Provision for tax, civil and labor liabilities

 

14

 

1,653,653

 

1,576,355

 

Environmental liabilities

 

 

 

102,165

 

93,396

 

Employee benefits

 

 

 

1,516,903

 

1,272,631

 

Other non-current liabilities

 

 

 

904,352

 

635,457

 

 

 

 

 

26,343,970

 

22,015,000

 

 

 

 

 

 

 

 

 

EQUITY

 

16

 

 

 

 

 

Capital

 

 

 

19,249,181

 

19,249,181

 

Treasury stocks

 

 

 

(363,507

)

(233,142

)

Capital reserves

 

 

 

11,597

 

11,597

 

Retained earnings

 

 

 

11,658,949

 

11,366,957

 

Operations with non-controlling interests

 

 

 

(1,732,962

)

(1,732,962

)

Other reserves

 

 

 

6,490,083

 

3,539,188

 

EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT

 

 

 

35,313,341

 

32,200,819

 

 

 

 

 

 

 

 

 

NON-CONTROLLING INTERESTS

 

 

 

1,126,236

 

1,053,715

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

36,439,577

 

33,254,534

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

 

 

70,843,389

 

63,042,330

 

 

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

 



 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF INCOME

In thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

 

 

For the three-month period ended

 

 

 

Note

 

March 31, 2015

 

March 31, 2014

 

 

 

 

 

 

 

 

 

NET SALES

 

 

 

10,447,376

 

10,553,776

 

 

 

 

 

 

 

 

 

Cost of sales

 

19

 

(9,335,523

)

(9,238,024

)

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

 

1,111,853

 

1,315,752

 

 

 

 

 

 

 

 

 

Selling expenses

 

19

 

(179,519

)

(173,583

)

General and administrative expenses

 

19

 

(480,442

)

(533,805

)

Other operating income

 

19

 

56,851

 

46,866

 

Other operating expenses

 

19

 

(30,038

)

(27,681

)

Equity in earnings of unconsolidated companies

 

8

 

6,535

 

26,633

 

 

 

 

 

 

 

 

 

INCOME BEFORE FINANCIAL INCOME (EXPENSES) AND TAXES

 

 

 

485,240

 

654,182

 

 

 

 

 

 

 

 

 

Financial income

 

20

 

109,116

 

62,048

 

Financial expenses

 

20

 

(372,064

)

(288,726

)

Exchange variations, net

 

20

 

(651,254

)

127,678

 

Gain and losses on financial instruments, net

 

20

 

15,637

 

(2,470

)

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE TAXES

 

 

 

(413,325

)

552,712

 

 

 

 

 

 

 

 

 

Current

 

7

 

(45,385

)

(105,563

)

Deferred

 

7

 

726,071

 

(7,058

)

Income and social contribution taxes

 

 

 

680,686

 

(112,621

)

 

 

 

 

 

 

 

 

NET INCOME

 

 

 

267,361

 

440,091

 

 

 

 

 

 

 

 

 

ATTRIBUTABLE TO:

 

 

 

 

 

 

 

Owners of the parent

 

 

 

293,062

 

397,224

 

Non-controlling interests

 

 

 

(25,701

)

42,867

 

 

 

 

 

267,361

 

440,091

 

 

 

 

 

 

 

 

 

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

 

17

 

0.17

 

0.23

 

 

 

 

 

 

 

 

 

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

 

17

 

0.17

 

0.23

 

 

 

 

 

 

 

 

 

 

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

 



 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

In thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

For the three-month period ended

 

 

 

March 31, 2015

 

March 31, 2014

 

Net income for the period

 

267,361

 

440,091

 

Items that may be reclassified subsequently to profit or loss

 

 

 

 

 

Other comprehensive income from associates and jointly-controlled entities

 

226,268

 

(50,138

)

Cumulative translation adjustment

 

4,446,034

 

(966,108

)

Unrealized (Losses) Gains on net investment hedge

 

(1,601,878

)

202,852

 

Cash flow hedges

 

 

 

 

 

Unrealized Gains (Losses)

 

3,579

 

(1,341

)

 

 

3,074,003

 

(814,735

)

Items that will not be reclassified to profit or loss

 

 

 

 

 

Net unrealized gains on defined benefit pension plan

 

 

620

 

 

 

 

620

 

Other comprehensive income, net of tax

 

3,074,003

 

(814,115

)

 

 

 

 

 

 

Total comprehensive income for the period, net of tax

 

3,341,364

 

(374,024

)

 

 

 

 

 

 

Total comprehensive income attributable to:

 

 

 

 

 

Owners of the parent

 

3,267,680

 

(387,742

)

Non-controlling interests

 

73,684

 

13,718

 

 

 

3,341,364

 

(374,024

)

 

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

 



 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

in thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

Attributed to parent company’s interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retained earnings

 

 

 

Other Reserves

 

 

 

 

 

 

 

 

 

Capital

 

Treasury
stocks

 

Capital
Reserve

 

Legal reserve

 

Tax Incentives
Reserve

 

Investments
and working
capital reserve

 

Pension Plan

 

Retained
earnings

 

Operations
with non-
controlling
interests

 

Gains and
losses on
available for
sale
securities

 

Gains and
losses on net
investment
hedge

 

Gains and
losses on
derivatives

 

Cumulative
translation
adjustment

 

Stock Option

 

Total parent
company’s interest

 

Non-controlling
interests

 

Total
Shareholder’s Equity

 

Balance as of January 1, 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

 

 

 

 

 

 

 

 

397,224

 

 

 

 

 

 

 

397,224

 

42,867

 

440,091

 

Other comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

608

 

 

 

 

202,366

 

(1,305

)

(986,635

)

 

(784,966

)

(29,149

)

(814,115

)

Total comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

608

 

397,224

 

 

 

202,366

 

(1,305

)

(986,635

)

 

(387,742

)

13,718

 

(374,024

)

Shareholders transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplementary dividend

 

 

 

 

 

 

(12

)

 

 

 

 

 

 

 

 

(12

)

 

(12

)

Stock option expenses recognized in the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,468

 

6,468

 

76

 

6,544

 

Stock option exercised during the period

 

 

3,577

 

 

 

 

(357

)

 

 

 

 

 

 

 

 

3,220

 

58

 

3,278

 

Effects of interest changes in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,377

)

(5,377

)

Dividends/interest on capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,855

)

(7,855

)

Balance as of March 31, 2014 (Note 16)

 

19,249,181

 

(235,394

)

11,597

 

558,084

 

560,405

 

9,619,924

 

(265,422

)

397,224

 

(1,732,962

)

1,620

 

(1,323,286

)

1,976

 

3,007,932

 

110,134

 

29,961,013

 

1,682,298

 

31,643,311

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2015

 

19,249,181

 

(233,142

)

11,597

 

628,228

 

611,531

 

10,475,045

 

(347,847

)

 

(1,732,962

)

1,620

 

(2,472,853

)

(2,543

)

5,874,714

 

138,250

 

32,200,819

 

1,053,715

 

33,254,534

 

2015 Changes in Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

293,062

 

 

 

 

 

 

 

293,062

 

(25,701

)

267,361

 

Other comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

 

 

 

 

(1,599,186

)

3,478

 

4,570,326

 

 

2,974,618

 

99,385

 

3,074,003

 

Total comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

 

293,062

 

 

 

(1,599,186

)

3,478

 

4,570,326

 

 

3,267,680

 

73,684

 

3,341,364

 

Shareholders transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments of dividends after repurchase/exercise of shares

 

 

 

 

 

 

944

 

 

 

 

 

 

 

 

 

944

 

 

944

 

Stock option expenses recognized in the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(23,723

)

(23,723

)

467

 

(23,256

)

Treasury stocks

 

 

(161,278

)

 

 

 

 

 

 

 

 

 

 

 

 

(161,278

)

 

(161,278

)

Stock option exercised during the period

 

 

30,913

 

 

 

 

(2,014

)

 

 

 

 

 

 

 

 

28,899

 

(54

)

28,845

 

Effects of interest changes in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(531

)

(531

)

Dividends/interest on capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,045

)

(1,045

)

Balance as of March 31, 2015 (Note 16)

 

19,249,181

 

(363,507

)

11,597

 

628,228

 

611,531

 

10,473,975

 

(347,847

)

293,062

 

(1,732,962

)

1,620

 

(4,072,039

)

935

 

10,445,040

 

114,527

 

35,313,341

 

1,126,236

 

36,439,577

 

 

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

 



 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

 

 

For the three-month period ended

 

 

 

Note

 

March 31, 2015

 

March 31, 2014

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net income for the period

 

 

 

267,361

 

440,091

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

19

 

603,272

 

541,660

 

Equity in earnings of unconsolidated companies

 

8

 

(6,535

)

(26,633

)

Exchange variation, net

 

20

 

651,254

 

(127,678

)

(Gains) Losses on financial instruments, net

 

20

 

(15,637

)

2,470

 

Post-employment benefits

 

 

 

66,072

 

56,626

 

Stock based remuneration

 

 

 

5,224

 

9,222

 

Income and social contribution taxes

 

7

 

(680,686

)

112,621

 

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

 

 

 

(1,732

)

372

 

Allowance for doubtful accounts

 

 

 

18,432

 

9,536

 

Provision for tax, labor and civil claims

 

 

 

73,998

 

76,929

 

Interest income on trading investments

 

20

 

(59,016

)

(42,629

)

Interest expense on loans

 

20

 

318,929

 

250,066

 

Interest on loans with related parties

 

15

 

(649

)

(1,757

)

Provision (Reversal) for net realizable value adjustment in inventory

 

 

 

1,110

 

1,880

 

 

 

 

 

1,241,397

 

1,302,776

 

Changes in assets and liabilities

 

 

 

 

 

 

 

Increase in trade accounts receivable

 

 

 

(228,810

)

(546,540

)

Increase in inventories

 

 

 

(318,686

)

(452,956

)

Increase in trade accounts payable

 

 

 

33,721

 

20,754

 

Increase in other receivables

 

 

 

(96,355

)

(222,337

)

Increase (Decrease) in other payables

 

 

 

76,691

 

(124,658

)

Dividends from associates and jointly-controlled entities

 

 

 

 

12,254

 

Purchases of trading securities

 

 

 

(255,290

)

(761,128

)

Proceeds from maturities and sales of trading securities

 

 

 

973,361

 

1,271,185

 

Cash provided by operating activities

 

 

 

1,426,029

 

499,350

 

 

 

 

 

 

 

 

 

Interest paid on loans and financing

 

 

 

(194,720

)

(241,842

)

Income and social contribution taxes paid

 

 

 

(287,306

)

(90,534

)

Net cash provided by operating activities

 

 

 

944,003

 

166,974

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

9

 

(612,344

)

(676,755

)

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

 

 

 

3,974

 

3,461

 

Additions to other intangibles

 

 

 

(23,649

)

(49,813

)

Capital increase in jointly-controlled entity

 

 

 

(40,524

)

 

Net cash used in investing activities

 

 

 

(672,543

)

(723,107

)

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Purchase of treasury shares

 

 

 

(161,278

)

 

Proceeds from exercise of shares

 

 

 

 

3,220

 

Dividends and interest on capital paid

 

 

 

(120,888

)

(124,368

)

Proceeds from loans and financing

 

 

 

913,026

 

747,190

 

Repayment of loans and financing

 

 

 

(670,699

)

(227,433

)

Intercompany loans, net

 

 

 

(39,851

)

(547

)

Net cash (used) provided in financing activities

 

 

 

(79,690

)

398,062

 

 

 

 

 

 

 

 

 

Exchange variation on cash and cash equivalents

 

 

 

354,423

 

(70,254

)

 

 

 

 

 

 

 

 

Increase in cash and cash equivalents

 

 

 

546,193

 

(228,325

)

Cash and cash equivalents at beginning of period

 

 

 

3,049,971

 

2,099,224

 

Cash and cash equivalents at end of period

 

 

 

3,596,164

 

1,870,899

 

 

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

 


 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

(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. In Brazil, also produces flat steel and iron ore, activities which expanded the product mix and made its operations even more competitive. 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 May 5, 2015.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

 

2.1 - Basis of Presentation

 

The Company’s Condensed Consolidated Interim Financial Statements for the three-month period ended March 31, 2015 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, 2014, 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, 2014, 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 mandatory adoption for the period beginning on January 1, 2015 and/or after.

 

The following IFRS standards were not yet effective until March 31, 2015:

 

· IFRS 9 - Financial Instruments. Has the objective to replace 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, 2018.

 

· Amendments to IFRS 9 and IFRS 7 - Mandatory Effective Date and Transition Disclosures. The amendment of IFRS 9 deals with the extension of the adoption date. 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. This revised standards are effective for annual reporting periods beginning on or after January 1, 2018.

 

· IFRS 14 — Regulatory Deferral Accounts. Determine 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 revised standard on its Consolidated Financial Statements.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

· Amendments to IFRS 11 — Joint Arrangements. 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.

 

· Amendments to IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and Amortization. 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. These revised standards are 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 15 - Revenue from Contracts with Customers. 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.

 

· Amendments to IAS 16 and IAS 41- Agriculture: Bearer Plants. 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. These revised standards are 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. Has the objective of replacing the standard IAS 39 and addresses some 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.

 

· Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets between and Investor and its Associate or Joint Venture. Has the objective to establish accounting treatment for transactions with assets between an investor and associate or jointly controlled entity. These revised standards are effective for annual periods beginning on or after January 1, 2016. The Company is assessing the potential impacts from the adoption of this standard on the Company’s Financial Statements.

 

· Amendments to IFRS 5, IFRS 7, IAS 19 and IAS 34 - Annual Improvements to IFRSs. These revised standards are effective for years beginning on or after January 1, 2016. The Company is assessing the potential impacts from the adoption of this standard on the Company’s Financial Statements.

 

· Amendments to IAS 1 — Disclosure Initiative. Provides guidance related to changes in the set of financial statements of an entity. This revised standard is effective for years beginning on or after January 1, 2016. The Company is assessing the potential impacts from the adoption of this standard on the Company’s Financial Statements.

 

· Amendments to IFRS 10, IFRS 12 and IAS 28 — Investment Entities: Applying the Consolidation Exception. Provides disclosure requirements of financial statements for investment entities. These revised standards are effective for annual periods beginning on or after January 1, 2016. The Company does not expect any impact from adopting this revised standard on its Consolidated 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 March 31, 2015, compared to those existing on December 31, 2014.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

3.2 - Jointly-Controlled Entities

 

The Company did not have material changes of participation in jointly-controlled entities for the period ended on March 31, 2015, compared to those existing on December 31, 2014.

 

3.3 — Associate companies

 

The Company did not have material changes in investments in associated companies for the period ended on March 31, 2015, compared to those existing on December 31, 2014.

 

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

 

There were no amounts paid in business combinations for the periods ended March 31, 2015 and March 31, 2014.

 

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

 

Cash and cash equivalents

 

 

 

March 31, 2015

 

December 31, 2014

 

Cash

 

7,876

 

7,155

 

Banks and immediately available investments

 

3,588,288

 

3,042,816

 

Cash and cash equivalents

 

3,596,164

 

3,049,971

 

 

Short term investments

 

 

 

March 31, 2015

 

December 31, 2014

 

Held for trading

 

2,251,062

 

2,798,834

 

Short-term investments

 

2,251,062

 

2,798,834

 

 

Held for Trading

 

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

 

NOTE 5 — ACCOUNTS RECEIVABLE

 

 

 

March 31, 2015

 

December 31, 2014

 

Trade accounts receivable - in Brazil

 

1,795,261

 

1,513,449

 

Trade accounts receivable - exports from Brazil

 

203,189

 

247,772

 

Trade accounts receivable - foreign subsidiaries

 

3,401,261

 

2,776,269

 

(-) Allowance for doubtful accounts

 

(127,779

)

(98,814

)

 

 

5,271,932

 

4,438,676

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

NOTE 6 - INVENTORIES

 

 

 

March 31, 2015

 

December 31, 2014

 

Finished products

 

4,836,011

 

4,039,615

 

Work in progress

 

2,062,438

 

1,799,380

 

Raw materials

 

1,790,119

 

1,873,287

 

Storeroom supplies

 

746,268

 

656,459

 

Advances to suppliers

 

261,112

 

285,146

 

Imports in transit

 

569,097

 

279,364

 

(-) Allowance for adjustments to net realizable value

 

(74,845

)

(66,363

)

 

 

10,190,200

 

8,866,888

 

 

The allowance for adjustment to net realizable value of inventories, on which the provision and reversal of provision are registered with impact on cost of sales, is as follows:

 

Balance as of January 1, 2014

 

(73,276

)

Provision for adjustments to net realizable value

 

(63,440

)

Reversal of adjustments to net realizable value

 

69,502

 

Exchange rate variation

 

851

 

Balance as of December 31, 2014

 

(66,363

)

Provision for adjustments to net realizable value

 

(5,139

)

Reversal of adjustments to net realizable value

 

4,029

 

Exchange rate variation

 

(7,372

)

Balance as of March 31, 2015

 

(74,845

)

 

NOTE 7 — INCOME AND SOCIAL CONTRIBUTION TAXES

 

In Brazil, income taxes include federal income tax (IR) and social contribution (CS), which represents an additional federal income tax. The statutory rates for income tax and social contribution are 25% and 9%, respectively, and are applicable for the periods ended March 31, 2015 and 2014. The foreign subsidiaries of the Company are subject to taxation at rates ranging between 21% and 38.5%. The differences between the Brazilian tax rates and the rates of other countries are presented under “Difference in tax rates in foreign companies” in the reconciliation of income tax and social contribution below.

 

a) Reconciliations of income and social contribution taxes at statutory rates to amounts presented in the Statement of Income are as follows:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

 

 

For the three-month period ended

 

 

 

March 31, 2015

 

March 31, 2014

 

Income before income taxes

 

(413,325

)

552,712

 

Statutory tax rates

 

34

%

34

%

Income and social contribution taxes at statutory rates

 

140,531

 

(187,922

)

Tax adjustment with respect to:

 

 

 

 

 

- Difference in tax rates in foreign companies

 

426,812

 

(27,611

)

- Equity in earnings of unconsolidated companies

 

2,222

 

9,055

 

- Interest on equity

 

355

 

2,671

 

- Tax credits and incentives

 

3,364

 

9,638

 

- Tax deductible goodwill recorded in statutory books

 

89,707

 

89,707

 

- Other permanent differences, net

 

17,695

 

(8,159

)

Income and social contribution taxes

 

680,686

 

(112,621

)

Current

 

(45,385

)

(105,563

)

Deferred

 

726,071

 

(7,058

)

 

b) Tax Assets not booked:

 

The Company has not recorded a portion of tax assets arising from its operations in Brazil of R$ 312,917 (R$ 300,964 as of December 31, 2014), and negative basis of social contribution in subsidiaries, which do not have an expiration date. The subsidiaries in North America had R$ 379,362 (R$ 232,213 as of December 31, 2014) of tax credits on capital losses which deferred tax assets have not been booked and which expire in 2029 and also several tax losses of state credits in the amount of R$ 686,332 (R$ 496,359 as of December 31, 2014), which expire at various dates between 2015 and 2035.

 


 


 

NOTE 8 — INVESTMENTS

 

 

 

Joint Ventures

 

Associate companies

 

 

 

 

 

Joint Ventures
North America

 

Gerdau Corsa
S.A.P.I. de C.V.

 

Gerdau
Metaldom Corp.

 

Dona Francisca
Energética S.A.

 

Armacero
 Ind. Com. Ltda.

 

Grupo
Multisteel
Business
Holdings Corp.

 

Corsa
Controladora
S.A. de C.V.

 

Corporación
Centro
Americana del
Acero, S.A.

 

Others

 

Total

 

Balance as of January 01, 2014

 

326,764

 

129,391

 

 

132,917

 

26,120

 

286,768

 

296,203

 

390,578

 

1,290

 

1,590,031

 

Equity in earnings

 

71,518

 

(11,507

)

7,389

 

23,765

 

(5,062

)

17,923

 

1,029

 

(3,180

)

 

101,875

 

Cumulative Translation Adjustment

 

(8,405

)

(7,954

)

30,942

 

 

(807

)

15,502

 

1,177

 

50,269

 

291

 

81,015

 

Capital increase

 

 

 

37,678

 

 

 

 

 

 

 

37,678

 

Mergers

 

 

 

288,272

 

 

 

 

(288,272

)

 

 

 

 

Impairment of assets

 

 

 

 

 

 

 

(31,921

)

 

 

 

(31,921

)

Disposal of investment

 

(288,695

)

 

 

 

 

 

 

 

 

(288,695

)

Dividends/Interest on equity

 

(61,030

)

 

 

(32,471

)

 

 

 

(2,099

)

 

(95,600

)

Balance as of December 31, 2014

 

40,152

 

109,930

 

364,281

 

124,211

 

20,251

 

 

298,409

 

435,568

 

1,581

 

1,394,383

 

Equity in earnings

 

2,553

 

(5,173

)

4,257

 

5,007

 

(1,273

)

 

2,551

 

(1,387

)

 

6,535

 

Cumulative Translation Adjustment

 

4,724

 

17,633

 

75,145

 

 

3,314

 

 

45,691

 

79,654

 

107

 

226,268

 

Capital increase

 

 

40,524

 

 

 

 

 

 

 

 

40,524

 

Balance as of March 31, 2015

 

47,429

 

162,914

 

443,683

 

129,218

 

22,292

 

 

346,651

 

513,835

 

1,688

 

1,667,710

 

 

Goodwill

 

 

 

March 31, 2015

 

December 31, 2014

 

Dona Francisca Energética S.A.

 

17,071

 

17,071

 

Corsa Controladora S.A. de C.V.

 

219,120

 

187,981

 

Corporación Centroamericana del Acero, S.A.

 

315,657

 

261,362

 

 

 

551,848

 

466,414

 

 


 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

NOTE 9 — PROPERTY, PLANT AND EQUIPMENT

 

a) Summary of changes in property, plant and equipment — during the three-month period ended on March 31, 2015, acquisitions amounted to R$ 612,344 (R$ 676,755 as of March 31, 2014), and disposals amounted to R$ 2,243 (R$ 3,833 as of March 31, 2014).

 

b) Capitalized borrowing costs — borrowing costs capitalized during the three-month period ended on September 30, 2014 amounted to R$ 38,058 (R$ 30,664 as of March 31, 2014).

 

c) Guarantees — property, plant and equipment have been pledged as collateral for loans and financing in the amount of R$ 876,358 as of March 31, 2015 (R$ 862,244 as of December 31, 2014).

 

NOTE 10 — GOODWILL

 

 

 

Goodwill

 

Accumulated
impairment losses

 

Goodwill after
Impairment losses

 

Balance as of January 1, 2014

 

11,617,330

 

(264,285

)

11,353,045

 

(+/-) Foreign exchange effect

 

1,217,668

 

(14,309

)

1,203,359

 

Balance as of December 31, 2014

 

12,834,998

 

(278,594

)

12,556,404

 

(+/-) Foreign exchange effect

 

2,452,184

 

(38,663

)

2,413,521

 

Balance as of March 31, 2015

 

15,287,182

 

(317,257

)

14,969,925

 

 

 

 

March 31, 2015

 

December 31, 2014

 

Brazil

 

589,538

 

553,607

 

Special Steels

 

3,382,712

 

2,852,631

 

Latin America

 

802,167

 

701,434

 

North America

 

10,195,508

 

8,448,732

 

 

 

14,969,925

 

12,556,404

 

 

NOTE 11 — LOANS AND FINANCING

 

Loans and financing are as follows:

 

 

 

Annual interest rate (*)

 

March 31, 2015

 

December 31, 2014

 

Short term financing in Brazilian reais

 

 

 

 

 

 

 

Working capital

 

11.78

%

692,443

 

74,598

 

Financing of investment

 

8.60

%

19,884

 

4,217

 

Short term financing in foreign currency

 

 

 

 

 

 

 

Working capital (US$)

 

2.08

%

434,098

 

606,979

 

Working capital (€)

 

1.37

%

165,994

 

130,975

 

Working capital (Cop$)

 

6.88

%

170,411

 

159,698

 

Working capital (PA$)

 

17.74

%

48,963

 

29,829

 

Working capital (Uyu$)

 

2.00

%

17

 

 

Working capital (Mxn$)

 

4.50

%

63

 

40

 

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

 

6.82

%

166,706

 

1,648

 

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

 

9.05

%

84,873

 

150,029

 

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

 

4.50

%

212,478

 

198,437

 

 

 

 

 

1,995,930

 

1,356,450

 

Plus current portion of long-term financing

 

 

 

369,872

 

681,419

 

Short term financing plus current portion of long-term financing

 

 

 

2,365,802

 

2,037,869

 

 

 

 

 

 

 

 

 

Long-term financing in Brazilian reais

 

 

 

 

 

 

 

Working capital

 

12.75

%

2,557,231

 

2,101,327

 

Financing of property, plant and equipment

 

6.03

%

396,584

 

1,241,207

 

Financing of investment

 

8.37

%

67,691

 

60,011

 

Long-term financing in foreign currency

 

 

 

 

 

 

 

Working capital (US$)

 

1.83

%

413,214

 

645,330

 

Working capital (€)

 

1.37

%

115,809

 

38,455

 

Working capital (COP$)

 

6.88

%

185,797

 

166,848

 

Working capital (PA$)

 

17.74

%

203,946

 

106,105

 

Working capital (Uyu$)

 

2.00

%

22,369

 

 

Working capital (INR)

 

9.05

%

157,166

 

2,252

 

Ten/Thirty Years Bonds (US$)

 

6.38

%

15,789,711

 

13,059,526

 

Financing of investment (US$)

 

5.11

%

225,607

 

184,166

 

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

 

9.05

%

16,784

 

13,800

 

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

 

6.32

%

746,882

 

210,972

 

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

 

4.50

%

58,912

 

 

 

 

 

 

20,957,703

 

17,829,999

 

Less: current portion

 

 

 

(369,872

)

(681,419

)

Long term financing minus current portion

 

 

 

20,587,831

 

17,148,580

 

Total financing

 

 

 

22,953,633

 

19,186,449

 

 

 

 

 

 

 

 

 

Principal amount of the financing

 

 

 

22,553,287

 

18,843,000

 

Interest amount of the financing

 

 

 

400,346

 

343,449

 

Total financing

 

 

 

22,953,633

 

19,186,449

 

 


(*) Weighted average effective interest costs on March 31, 2015.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

Loans and financing denominated in Brazilian Reais are indexed at fixed rates or to the following indicators: the TJLP (long-term interest rate, which is established quarterly by the Federal Government for adjusting long-term loans granted by the BNDES - National Bank for Economic and Social Development), CDI (Interbank Deposit Certificate), the IGP-M (general market price index, a Brazilian inflation rate measured by Fundação Getúlio Vargas) and IPCA (Extended National Consumer Price Index).

 

Summary of loans and financing by currency:

 

 

 

March 31, 2015

 

December 31, 2014

 

Brazilian Real (R$)

 

3,733,833

 

3,481,360

 

U.S. Dollar (US$)

 

17,776,218

 

14,708,621

 

Euro (€)

 

281,803

 

169,430

 

Colombian Peso (Cop$)

 

356,208

 

326,546

 

Argentine Peso (PA$)

 

252,909

 

135,934

 

Uruguayan Peso (Uyu$)

 

22,386

 

 

Mexican Peso (Mxn$)

 

271,453

 

198,477

 

Indian Rupee (INR)

 

258,823

 

166,081

 

 

 

22,953,633

 

19,186,449

 

 

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

 

 

 

March 31, 2015

 

December 31, 2014

 

2016*

 

733,823

 

893,003

 

2017

 

3,987,388

 

3,151,662

 

2018

 

816,755

 

754,884

 

2019

 

858,540

 

671,039

 

2020

 

5,115,931

 

3,498,457

 

2021 on

 

9,075,394

 

8,179,535

 

 

 

20,587,831

 

17,148,580

 

 


(*) For the period as of March 31, 2015, the amounts represents payments from April 01, 2016 to December 31, 2016.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

a) Main funding in the period ended March 31, 2015

 

In January and February 2015, the Company obtained a total amount of R$ 350 million in a working capital credit line with Santander Bank with maturity in 12 months.

 

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). 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 March 31, 2015, the current ratio was 4.3 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 March 31, 2015, the current ratio was 3.6 times.

 

III) Current Ratio — measures the company’s ability in fulfilling its short term obligations. The contractual terms indicate that the ratio of Current Assets divided by Current Liabilities must be greater than 0.8 times. As of March 31, 2015 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$ 97.9 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.

 

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 March 31, 2015, the outstanding balance of this credit facility was R$ 916.2 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 March 31, 2015, the outstanding loans under the line totaled US$ 305.9 million (R$ 981.3 million as of March 31, 2015) and are classified as working capital (US$).

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

NOTE 12 — DEBENTURES

 

 

 

 

 

Quantity as of March 31, 2015

 

 

 

 

 

 

 

Issuance

 

General Meeting

 

Issued

 

Held in treasury

 

Maturity

 

March 31, 2015

 

December 31, 2014

 

3rd- A and B

 

May 27,1982

 

144,000

 

125,907

 

06/01/2021

 

84,741

 

81,834

 

7th

 

July 14, 1982

 

68,400

 

60,246

 

07/01/2022

 

49,313

 

51,787

 

8th

 

November 11, 1982

 

179,964

 

152,122

 

05/02/2023

 

106,057

 

107,144

 

9th

 

June 10, 1983

 

125,640

 

123,258

 

09/01/2024

 

14,406

 

14,154

 

11th - A and B

 

June 29, 1990

 

150,000

 

140,314

 

06/01/2020

 

55,531

 

55,863

 

14th

 

August 26, 2014

 

20,000

 

19,652

 

08/30/2024

 

18,547

 

24,254

 

Total Consolidated

 

 

 

 

 

 

 

 

 

328,595

 

335,036

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

328,595

 

335,036

 

 

Maturities of long-term amounts are as follows:

 

 

 

March 31, 2015

 

December 31, 2014

 

2020 on

 

328,595

 

335,036

 

 

 

328,595

 

335,036

 

 

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 11.26% and 10.81% for the three month period ended on March 31, 2015 and year ended on December 31, 2014, 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, Loans and financing, debentures, related-party transactions, unrealized gains on derivatives, unrealized losses on derivatives, other current assets, other non-current assets, other current liabilities and other non-current liabilities.

 

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

 

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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

 

 

March 31, 2015

 

December 31, 2014

 

 

 

Book

 

Fair

 

Book

 

Fair

 

 

 

value

 

value

 

value

 

value

 

Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

3,596,164

 

3,596,164

 

3,049,971

 

3,049,971

 

Short-term investments

 

2,251,062

 

2,251,062

 

2,798,834

 

2,798,834

 

Trade accounts receivable

 

5,271,932

 

5,271,932

 

4,438,676

 

4,438,676

 

Related parties

 

121,420

 

121,420

 

80,920

 

80,920

 

Unrealized gains on derivatives

 

64,358

 

64,358

 

41,751

 

41,751

 

Other current assets

 

388,710

 

388,710

 

331,352

 

331,352

 

Other non-current assets

 

393,325

 

393,325

 

375,732

 

375,732

 

Liabilities

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

3,745,251

 

3,745,251

 

3,236,356

 

3,236,356

 

Loans and Financing

 

22,953,633

 

23,121,725

 

19,186,449

 

19,533,676

 

Debentures

 

328,595

 

328,595

 

335,036

 

335,036

 

Other current liabilities

 

713,278

 

713,278

 

858,901

 

858,901

 

Other non-current liabilities

 

904,352

 

904,352

 

635,457

 

635,457

 

Unrealized losses on derivatives

 

7,376

 

7,376

 

8,999

 

8,999

 

 

The fair values of Loans and Financing are based on market premises, which may take into consideration discounted cash flows using equivalent market rates and credit rating. All other financial instruments, which are recognized in the Consolidated 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 effects of the fluctuations in interest rates applied to the Company’s financial liabilities or assets and future cash flows and income. The Company evaluates its exposure to these risks: (i) comparing financial assets and liabilities denominated at fixed and floating interest rates and (ii) monitoring the variations of interest rates like Libor and CDI. Accordingly, the Company may enter into interest rate swaps in order to reduce this risk.

 

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

 

Credit risk: this risk arises from the possibility of the subsidiaries not receiving amounts arising from sales to customers or investments made with financial institutions.  In order to minimize this risk, the subsidiaries adopt the procedure of analyzing in details of the financial position of their customers, establishing a credit limit and constantly monitoring their 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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

(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

 

March 31, 2015

 

March 31, 2014

 

Foreign currency sensitivity analysis

 

5

%

225,346

 

162,266

 

Interest rate changes sensitivity analysis

 

10

bps

92,852

 

59,893

 

Sensitivity analysis of changes in prices of products sold

 

1

%

104,474

 

105,538

 

Sensitivity analysis of changes in raw material and commodity prices

 

1

%

60,441

 

65,042

 

Currency Swaps

 

10

bps

10,738

 

9,032

 

Sensitivity analysis of NDF’s (Non Deliverable Forwards)

 

5

%

9,052

 

6,180

 

 

Foreign currency sensitivity analysis:  As of March 31, 2015, 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$ 225,346 and R$ 142,245 after the effects of changes in the net investment hedge described in note 13.f, as of March 31, 2015 (R$ 162,266 and R$ 72,148 of March 31, 2014, 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 rate variance accounts.

 

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$ 92,852 as of March 31, 2015 (R$ 59,893 as of March 31, 2014) 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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

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 March 31, 2015, totals R$ 104,474 (R$ 105,538 as of March 31, 2014) and the variation in the price of raw materials and other inputs totals R$ 60,441 as of March 31, 2015 (R$ 65,042 as of March 31, 2014). 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 currency 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$ 10,738 (income of R$ 9,032 as of March 31, 2014) and a decrease of 10 bps in the interest curve represents an expense in the same amounts as presented above. These effects would be recognized in the statement of comprehensive income. The interest rate swaps to which the Company is exposed to are presented in note 13.e.

 

Sensitivity analysis of forward contracts in US Dollar: the Company has exposure in forward contracts in US Dollar to some of its assets and liabilities. The sensitivity analysis calculated by the Company considers an effect of a 5% US Dollar depreciation or appreciation against the Colombian Peso and corresponds to the effects on the mark to market of such transactions. An increase of 5% on the US Dollar against the Colombian Peso represents a gain of R$ 9,052 as of March 31, 2015 (R$ 6,180 as of March, 31 2014) and a decrease of 5% on the US Dollar against the Colombian Peso represents a loss in the same amount presented above. The Dollar/Colombian Peso 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:

 

March 31, 2015
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

 

3,596,164

 

 

 

3,596,164

 

Short-term investments

 

 

2,251,062

 

 

2,251,062

 

Unrealized gains on financial instruments

 

 

 

64,358

 

64,358

 

Trade accounts receivable

 

5,271,932

 

 

 

5,271,932

 

Related parties

 

121,420

 

 

 

121,420

 

Other current assets

 

388,710

 

 

 

388,710

 

Other non-current assets

 

393,325

 

 

 

393,325

 

Total

 

9,771,551

 

2,251,062

 

64,358

 

12,086,971

 

Financial result for the three-month period ended on March 31, 2015

 

241,433

 

94,003

 

 

335,436

 

 

Liabilities

 

Liabilities at market
value with gains and
losses recognized in
income

 

Other financial liabilities at
amortized cost

 

Total

 

Trade accounts payable

 

 

3,745,251

 

3,745,251

 

Loans and Financing

 

 

22,953,633

 

22,953,633

 

Debentures

 

 

328,595

 

328,595

 

Related parties

 

 

 

 

Other current liabilities

 

 

713,278

 

713,278

 

Other non-current liabilities

 

 

904,352

 

904,352

 

Unrealized losses on financial instruments

 

7,376

 

 

7,376

 

Total

 

7,376

 

28,645,109

 

28,652,485

 

Financial result for the three-month period ended on March 31, 2015

 

(1,029

)

(1,232,972

)

(1,234,001

)

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

December 31, 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

 

3,049,971

 

 

 

3,049,971

 

Short-term investments

 

 

2,798,834

 

 

2,798,834

 

Unrealized gains on financial instruments

 

 

 

41,751

 

41,751

 

Trade accounts receivable

 

4,438,676

 

 

 

4,438,676

 

Related parties

 

80,920

 

 

 

80,920

 

Other current assets

 

331,352

 

 

 

331,352

 

Other non-current assets

 

375,732

 

 

 

375,732

 

Total

 

8,276,651

 

2,798,834

 

41,751

 

11,117,236

 

Financial result for the three-month period ended on March 31, 2014

 

25,028

 

43,367

 

 

68,395

 

 

Liabilities

 

Liabilities at market
value with gains and
losses recognized in
income

 

Other financial liabilities at
amortized cost

 

Total

 

Trade accounts payable

 

 

3,236,356

 

3,236,356

 

Loans and Financing

 

 

19,186,449

 

19,186,449

 

Debentures

 

 

335,036

 

335,036

 

Related parties

 

 

 

 

Other current liabilities

 

 

858,901

 

858,901

 

Other non-current liabilities

 

 

635,457

 

635,457

 

Unrealized losses on financial instruments

 

8,999

 

 

8,999

 

Total

 

8,999

 

24,252,199

 

24,261,198

 

Financial result for the three-month period ended on March 31, 2014

 

(3,235

)

(166,629

)

(169,865

)

 

As of March 31, 2015, the Company has derivative financial instruments such as currency swaps and forward contracts in US Dollar. Part of these instruments is classified as cash flow hedges and their effectiveness can be measured, having their unrealized losses and /or gains classified directly in Other Comprehensive Income. The other derivative financial instruments have their realized and unrealized losses and/or gains presented in the account “Gains and losses on derivatives, net” in the Consolidated Statement of Income.

 

e) Operations with derivative financial instruments

 

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

 

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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

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.

 

Swap Contracts

 

The Company entered into 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

 

March 31, 2015

 

December 31, 2014

 

March 31, 2015

 

December 31, 2014

 

March 31, 2015

 

December 31, 2014

 

Forward

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturity at 2015

 

 

 

 

 

US$60.0 million

 

US$80.0 million

 

64,358

 

41,751

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swap contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturity between 2017 and 2018

 

receivable under the swap

 

Libor 6M +2%-2.25%

 

US$25.0 million

 

US$25.0 million

 

 

 

 

 

 

 

 

 

 

 

payable under the swap

 

10.17%-11.02%

 

US$40.0 million

 

US$40.0 million

 

 

 

(7,376

)

(8,999

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total fair value of financial instruments

 

 

 

 

 

 

 

 

 

64,358

 

41,751

 

(7,376

)

(8,999

)

 

Prospective and retrospective tests demonstrated the effectiveness of these instruments.

 

 

 

March 31, 2015

 

December 31, 2014

 

Unrealized gains on financial instruments

 

 

 

 

 

Current assets

 

64,358

 

41,751

 

 

 

64,358

 

41,751

 

Unrealized losses on financial instruments

 

 

 

 

 

Non-current liabilities

 

(7,376

)

(8,999

)

 

 

(7,376

)

(8,999

)

 

 

 

March 31, 2015

 

March 31, 2014

 

Net Income

 

 

 

 

 

Gains on financial instruments

 

16,666

 

765

 

Losses on financial instruments

 

(1,029

)

(3,235

)

 

 

15,637

 

(2,470

)

Other comprehensive income

 

 

 

 

 

Gains (Loss) on financial instruments

 

3,579

 

(1,341

)

 

 

3,579

 

(1,341

)

 

f) Net investment hedge

 

The Company designated as hedge of part of its net investments in subsidiaries abroad the operations of Ten/Thirty Years Bonds. As a consequence, the effect of exchange rate changes on these debts has been recognized in the Statement of Comprehensive Income.

 

The exchange variation generated on the operations of Ten/Thirty Years Bonds in the amount of US$ 2.7 billion (designated as hedges) is recognized in the Statement of Comprehensive Income, while the exchange rate on the portion of US$ 1.0 billion (not designated as hedges) is recognized in income. Additionally, the Company opted to designate as hedge of the net investment 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 funds to purchase these investments abroad.

 

Based on the standard and interpretation mentioned above, the Company has proven the effectiveness of the hedge from its designation dates and demonstrated high effectiveness of the hedge as from the debt hiring for acquisition of these companies abroad, whose effects were measured and recognized directly in the Statement of Comprehensive Income as an unrealized loss, net of taxes, in the amount R$ 1,601,878 for the three month period ended on December 31, 2014, respectively (loss of R$ 202,852 on March 31, 2014).

 

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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

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.

 

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

 

As of March 31, 2015, the Company had some assets which the fair value measurement is required on a recurring basis. These assets include investments in private securities and derivative instruments.

 

Financial assets and liabilities of the Company, measured at fair value on a recurring basis and subject to disclosure requirements of IFRS 7 as of March 31, 2015 and December 31, 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)

 

 

 

March 31, 2015

 

December 31, 2014

 

March 31, 2015

 

December 31, 2014

 

March 31, 2015

 

December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

3,596,164

 

3,049,971

 

 

 

3,596,164

 

3,049,971

 

Short-term investments Trading

 

2,251,062

 

2,798,834

 

936,400

 

978,840

 

1,314,662

 

1,819,994

 

Trade accounts receivable

 

5,271,932

 

4,438,676

 

 

 

5,271,932

 

4,438,676

 

Swap contracts and others

 

64,358

 

41,751

 

 

 

64,358

 

41,751

 

Other current assets

 

388,710

 

331,352

 

 

 

388,710

 

331,352

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Related parties

 

121,420

 

80,920

 

 

 

121,420

 

80,920

 

Other non-current assets

 

393,325

 

375,732

 

 

 

393,325

 

375,732

 

 

 

12,086,971

 

11,117,236

 

936,400

 

978,840

 

11,150,571

 

10,138,396

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

3,745,251

 

3,236,356

 

 

 

3,745,251

 

3,236,356

 

Loans and Financing

 

2,365,802

 

2,037,869

 

 

 

2,365,802

 

2,037,869

 

Other current liabilities

 

713,278

 

858,901

 

 

 

713,278

 

858,901

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans and Financing

 

20,587,831

 

17,148,580

 

 

 

20,587,831

 

17,148,580

 

Debentures

 

328,595

 

335,036

 

 

 

328,595

 

335,036

 

Swap contracts and others

 

7,376

 

8,999

 

 

 

7,376

 

8,999

 

Other non-current liabilities

 

904,352

 

635,457

 

 

 

904,352

 

635,457

 

 

 

28,652,485

 

24,261,198

 

 

 

28,652,485

 

24,261,198

 

 

 

40,739,456

 

35,378,434

 

936,400

 

978,840

 

39,803,056

 

34,399,594

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

NOTE 14 — PROVISIONS FOR TAX, CIVIL AND LABOR CLAIMS

 

The Company and its subsidiaries are party in judicial and administrative proceedings involving labor, civil and tax matters. Based on the opinion of its legal counsel, Management believes that the provisions recorded for these judicial and administrative proceedings is sufficient to cover probable and reasonably estimable losses from unfavorable court decisions, and that the final decisions will not have significant effects on the financial position and operational results of the Company and its subsidiaries.

 

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

 

I) Provisions

 

 

 

March 31, 2015

 

December 31, 2014

 

a) Tax provisions

 

 

 

 

 

ICMS (state VAT)

 

26,069

 

25,825

 

Corporate Income Tax and Social Contribution Tax

 

34,628

 

34,038

 

Emergency Capacity Charge and Extraordinary Tariff Adjustment

 

32,709

 

32,853

 

Financing of social integration program and Social security financing

 

1,241,350

 

1,177,200

 

Other tax provisions and Social security contributions

 

38,653

 

38,171

 

b) Labor provisions

 

238,893

 

228,475

 

c) Civil provisions

 

41,351

 

39,793

 

 

 

1,653,653

 

1,576,355

 

 

a) Tax Provisions

 

The tax provisions relate mainly to the discussions concerning the compensation of PIS credits, PIS and COFINS on other revenues and exclusion of ICMS from the PIS and COFINS tax base. With respect to proceedings dealing with the exclusion of ICMS from the calculation basis of PIS and COFINS, the Company and its subsidiaries are judicially depositing the amounts involved.

 

b) Labor Provisions

 

The Company and its subsidiaries are party to labor claims. None of these claims involve individually significant amounts and corresponds mainly to overtime pay, health hazard premium, and hazardous duty premium, among others.

 

c) Civil Provisions

 

The Company and its subsidiaries are also a party to civil lawsuits arising in the normal course of its business, which totaled as of March 31, 2015 the amount shown as provision liabilities.

 

The changes in the tax, labor and civil provisions are shown below:

 

 

 

March 31, 2015

 

December 31, 2014

 

Balance at the beginning of the year

 

1,576,355

 

1,294,598

 

(+) Additions

 

70,552

 

213,285

 

(+) Monetary variation

 

32,417

 

128,305

 

(-) Reversal of accrued amounts

 

(27,457

)

(59,714

)

(+) Foreign exchange effect on provisions in foreign currency

 

1,786

 

(119

)

Balance at the end of the year

 

1,653,653

 

1,576,355

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

II) Contingent liabilities for which provisions were not recorded

 

a) Tax contingencies

 

a.1) The Company and its subsidiary Gerdau Aços Longos S.A. and Gerdau Açominas S.A. have other lawsuits related to the ICMS (state VAT) which are mostly related to credit rights and rate differences, whose demands totaled R$ 1,013,421.

 

a.2) The subsidiaries Gerdau Internacional Empreendimentos Ltda. and Gerdau Aços Especiais S.A., have a discussion related to IRPJ — Corporate Income Tax and CSLL — Social Contribution Tax in an updated amount of R$ 376,918, related to profits abroad.

 

a.3) The Company and its subsidiaries Gerdau Açominas S.A., Gerdau Aços Longos S.A. and Gerdau Aços Especiais S.A., are parties to the lawsuits relating to other taxes. The total amount of these lawsuits is R$ 376,918.

 

a.4) The subsidiaries Gerdau Aços Longos S.A., Gerdau Aços Especiais S.A. and Gerdau Açominas S.A., discuss, administratively, the disallowance of the deductibility for income tax and social contribution purposes of goodwill related to the reorganization carried out in 2004/2005, pursuant to article 7 and 8 of Law 9532/97. The total updated amount of the discussions is R$ 3,449,136.

 

b) Civil contingencies

 

b.1) A lawsuit arising from the request by two civil construction unions in the state of São Paulo alleging that Gerdau S.A. and other long steel producers in Brazil share customers, thus, violating the antitrust legislation. After investigations carried out by the Economic Law Department (SDE), the final opinion was that a cartel exists. The lawsuit was therefore forwarded to the Administrative Council for Economic Defense (CADE) for judgment.

 

In May 2004, Gerdau S.A. filed a new lawsuit with the purpose of annulling the administrative proceeding grounded on formal irregularities found during the discovery.

 

CADE, irrespective of the request for submission of evidence that a cartel does not exist made by Gerdau S.A., judged the merits of the administrative proceedings on September 23, 2005 and, by a majority of votes, fined the Company, for formation of a cartel and other long steel producers an amount equivalent to 7% of gross revenues in the year before the Administrative Proceeding was commenced, excluding taxes.

 

Despite the CADE decision, the legal action filed by Gerdau S.A. follows its normal course and, currently, awaits judgment in the lower court. In the event the irregularities in the process alleged by Gerdau are recognized by the court, the CADE decision may be annulled.

 

Furthermore, in order to reverse the terms of the decision by CADE, Gerdau appealed to the Judiciary on July 26, 2006 by bringing a new ordinary suit that not only ratifies the request of the first suit begun by Gerdau, but also indicates irregularities found during the course of the administrative proceeding. On August 30, 2006, Gerdau was successful in obtaining legal protection in order to suspend the effects of CADE’s decision (R$ 245,070 fine equal to 7% of the gross revenue in 1999, excluding taxes) until final court decision be reached, being offered a guarantee through a bank guarantee letter.

 

It should be noted that just prior to the CADE decision, the Public Prosecution Office of the state of Minas Gerais filed a Public Civil Action, based on the above-mentioned SDE decision, and, without mentioning any new elements, alleged that the Company was involved in activities which violated the antitrust legislation. Gerdau S.A. contested this allegation on July 22, 2005.

 

The Company denies having been engaged in any type of anti-competitive conduct and believes based on information available, including the opinion of its legal counsel, that the administrative proceeding presents irregularities, some of which are impossible to be remediated. With respect to the merit, Gerdau is certain that it did not practice the alleged conduct and, supported by the opinion of renowned experts, believes that it is more likely than not that the decision will be reverted.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

b.2) The Company and its subsidiaries are parties to other demands of a civil nature that collectively have a discussion amount of approximately R$ 89,310. For these demands was not performed accounting accrual, since they were considered as possible losses, based on the opinion of its legal counsel.

 

Management considers that the risk of losses from other contingencies affecting the results or the consolidated financial position of the Company is not more likely than not.

 

III) Judicial deposits

 

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

 

 

 

March 31, 2015

 

December 31, 2014

 

Tax

 

1,342,425

 

1,286,651

 

Labor

 

71,522

 

66,608

 

Civil

 

87,379

 

77,606

 

 

 

1,501,326

 

1,430,865

 

 

NOTE 15 - RELATED-PARTY TRANSACTIONS

 

a)             Intercompany loans

 

 

 

March 31, 2015

 

December 31, 2014

 

Assets

 

 

 

 

 

Associate companies

 

 

 

 

 

Armacero Ind. Com. Ltda.

 

14,680

 

9,198

 

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

 

1

 

7,729

 

 

 

 

 

 

 

Jointly-controlled entities

 

 

 

 

 

Gerdau Corsa SAPI de C.V.

 

59,600

 

13,634

 

 

 

 

 

 

 

Others

 

 

 

 

 

Fundação Gerdau

 

45,970

 

50,342

 

Metalúrgica Gerdau S.A.

 

1,163

 

 

Others

 

6

 

17

 

 

 

121,420

 

80,920

 

 

 

 

For the three-month period ended

 

 

 

March 31, 2015

 

March 31, 2014

 

Net financial income

 

649

 

1,757

 

 

Commercial operations

 

During the three-month period ended on March 31, 2015 and 2014, the Company, through its subsidiaries, performed commercial operations with some of its associated companies and jointly controlled entities in sales of R$ 130,991 as of March 31, 2015 (R$ 144,110 as of March 31, 2014) and purchases in the amount of R$ 103,603 as of March 31, 2015 (R$ 111,484 as of March 31, 2014). The net balance of accounts payable totals R$ 75,149 as of March 31, 2015 (R$ 98,561 of accounts receivable as of December 31, 2014).

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

b)             Financial operations

 

 

 

(Expenses)/Income

 

 

 

For the three-month period ended

 

 

 

March 31, 2015

 

March 31, 2014

 

Shareholders

 

 

 

 

 

Indac - Ind. Adm. e Comércio S.A. (*)

 

(963

)

(1,899

)

Grupo Gerdau Empreendimentos Ltda. (**)

 

232

 

222

 

 


(*) Guarantees of certain financing in the amount of R$ 225,307 at March 31, 2015, for which the Company pays a fee of 0.95% of the amount guranteed .

 

(**) Rental agreement

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

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

 

1,386

 

Gerdau Açominas S.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

437,387

 

Jul/15

 

603,134

 

Empresa Siderúrgica Del Peru S.A.A

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

560,138

 

April/16 - Mar/18

 

461,150

 

GTL Trade Finance Inc.

 

Subsidiary

 

Guarantee

 

10-year Bond

 

1,744,000

 

Oct/17

 

2,792,744

 

GTL Trade Finance Inc.

 

Subsidiary

 

Guarantee

 

30-year Bond

 

1,118,000

 

Apr/44

 

1,604,000

 

Diaco S.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

470,492

 

May/15 - Oct/16

 

547,437

 

Gerdau Holding Inc.

 

Subsidiary

 

Guarantee

 

10-year Bond

 

2,188,125

 

Jan/20

 

2,016,558

 

Gerdau Metaldom Corp.

 

Joint-venture

 

Guarantee

 

Financing Agreements

 

238,156

 

Jun/15 - Dec/17

 

211,178

 

Gerdau Trade Inc.

 

Subsidiary

 

Guarantee

 

10-year Bond

 

2,117,750

 

Jan/21

 

3,806,292

 

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

 

Jointly-controlled entity

 

Guarantee

 

Financing Agreements

 

1,508,672

 

Jun/15 - Mar/19

 

1,772,113

 

GTL Trade Finance Inc., Gerdau Holdings Inc.

 

Subsidiary

 

Guarantee

 

10-year Bond

 

2,606,346

 

Apr/24

 

3,739,338

 

Sipar Gerdau Inversiones

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

1,665

 

Jun/17

 

18,182

 

Coquecol S.A.C.I.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

59,207

 

Feb/15 - Apr/19

 

83,408

 

Steelchem Trading Corporation

 

Associate

 

Guarantee

 

Financing Agreements

 

80,964

 

Mar/15 - Jun/15

 

128,320

 

Gerdau Trade Inc.

 

Subsidiary

 

Guarantee

 

10-year Bond

 

1,501,275

 

Apr/23

 

1,998,436

 

Gerdau Steel India Ltd.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

348,595

 

Jun/15 - Feb/19

 

388,065

 

Gerdau Steel India Ltd.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

208,520

 

Undetermined

 

58,069

 

Aceros Corsa S.A. de C.V.

 

Associate

 

Guarantee

 

Financing Agreements

 

44,050

 

Jun/15

 

54,495

 

Comercial Gerdau Bolivia

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

9,804

 

Sep/2015

 

12,832

 

Gerdau Açominas S.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

1,506,629

 

Jan/20 - Aug/20

 

1,629,577

 

Gerdau Ameristeel US. Inc.

 

Subsidiary

 

Guarantee

 

25-year Bond

 

103,596

 

Oct/37

 

163,608

 

Gerdau Aços Longos S.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

426,098

 

Oct/24 - Dec/30

 

380,630

 

Gerdau Aços Longos S.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

38,501

 

May/15 - Dec/15

 

52,119

 

Siderurgica Zuliana, C.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

33,038

 

Jun/15

 

48,120

 

Sidertul, S.A. de C.V.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

176,200

 

Aug/15

 

120,981

 

Gerdau Aços Especiais S.A.

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

70,000

 

Feb/20

 

78,021

 

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

 

Subsidiary

 

Guarantee

 

Financing Agreements

 

78,571

 

Jul/16

 

17,193

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

(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$ 0 as of March 31, 2015 (R$ 62,989 as of December 31, 2014), which corresponds to 0 debentures (1,215 as of December 31, 2014). Debentures are held by controlling shareholders, directly or indirectly, in the amount of R$ 100,126 as of March 31, 2015 (R$ 110,840 as of December 31, 2014), which corresponds to 16,687 debentures (18,304 as of December 31, 2014).

 

e)              Price conditions and charges

 

Loan agreements between Brazilian companies carry interest based on the CDI (Interbank Deposit Certificate) and Libor rate plus exchange variance, when applicable. Sales of products and purchases of inputs are made under terms and conditions agreed between the parties.

 

f)               Management compensation

 

The Company paid to its management salaries and variable compensation totaling R$ 25,450 for the three-month period ended on March 31, 2015 (R$ 25,215 for the three-month period ended on March 31, 2014). The contributions for pension plan, related to the management of the Company, totaled R$ 349 — Defined contribution plan for the three-month period ended March 31, 2015 (R$ 295 in March 31, 2014).

 

NOTE 16 — EQUITY

 

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

 

Reconciliation of common and preferred outstanding shares is presented below:

 

 

 

March 31, 2015

 

December 31, 2014

 

 

 

Common shares

 

Preferred shares

 

Common shares

 

Preferred shares

 

Balance at the beginning of the period

 

571,929,945

 

1,132,613,562

 

571,929,945

 

1,132,285,402

 

Repurchase of Shares

 

 

(17,162,100

)

 

 

Exercise of stock option

 

 

1,686,088

 

 

328,160

 

Balance at the end of the period

 

571,929,945

 

1,117,137,550

 

571,929,945

 

1,132,613,562

 

 

On March 31, 2015, 573,627,483 common shares and 1,146,031,245 preferred shares are subscribed and paid up, with a total capital of R$ 19,249,181 (net of share issuance costs). Ownership of the shares is presented below:

 

 

 

Shareholders

 

 

 

March 31, 2015

 

December 31, 2014

 

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

 

30,103,837

 

5.2

 

152,013,820

 

13.3

 

182,117,657

 

10.6

 

30,103,837

 

5.2

 

152,013,820

 

13.3

 

182,117,657

 

10.6

 

Foreign institutional investors

 

21,604,383

 

3.8

 

579,232,262

 

50.5

 

600,836,645

 

34.9

 

21,604,383

 

3.8

 

578,731,779

 

50.4

 

600,336,162

 

34.9

 

Other shareholders

 

70,509,071

 

12.3

 

133,049,984

 

11.6

 

203,559,055

 

11.8

 

70,509,071

 

12.3

 

149,026,479

 

13.0

 

219,535,550

 

12.8

 

Treasury stock

 

1,697,538

 

0.3

 

28,893,695

 

2.5

 

30,591,233

 

1.8

 

1,697,538

 

0.3

 

13,417,683

 

1.2

 

15,115,221

 

0.8

 

 

 

573,627,483

 

100.0

 

1,146,031,245

 

100.0

 

1,719,658,728

 

100.0

 

573,627,483

 

100.0

 

1,146,031,245

 

100.0

 

1,719,658,728

 

100.0

 

 


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

 

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

 

b) Treasury stocks

 

Changes in treasury shares are as follows:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

 

 

March 31, 2015

 

December 31, 2014

 

 

 

Common

 

R$

 

Preferred shares

 

R$

 

Common

 

R$

 

Preferred
shares

 

R$

 

Balance at the beginning of the period

 

1,697,538

 

557

 

13,417,683

 

232,585

 

1,697,538

 

557

 

13,745,843

 

238,414

 

Repurchase of shares

 

 

 

17,162,100

 

161,278

 

 

 

 

 

Exercise of stock option

 

 

 

(1,686,088

)

(30,913

)

 

 

(328,160

)

(5,829

)

Balance at the end of the period

 

1,697,538

 

557

 

28,893,695

 

362,950

 

1,697,538

 

557

 

13,417,683

 

232,585

 

 

These shares will be held in treasury for subsequent cancelling or will service the long-term incentive plan of the Company and its subsidiaries or subsequently sold on the market. The average acquisition cost of the treasury preferred shares was R$ 12.56.

 

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.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

NOTE 17 — EARNINGS PER SHARE (EPS)

 

Basic

 

 

 

For the three-month period ended on

 

 

 

March 31, 2015

 

March 31, 2014

 

 

 

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

 

98,908

 

194,154

 

293,062

 

133,300

 

263,924

 

397,224

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

571,929,945

 

1,122,679,347

 

 

 

571,929,945

 

1,132,375,848

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share (in R$) – Basic

 

0.17

 

0.17

 

 

 

0.23

 

0.23

 

 

 

 

Diluted

 

 

 

For the three-month period ended on

 

 

 

March 31, 2015

 

March 31, 2014

 

Diluted numerator

 

 

 

 

 

Allocated net income available to Common and Preferred shareholders

 

 

 

 

 

Net income allocated to preferred shareholders

 

194,154

 

263,924

 

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.

 

455

 

420

 

 

 

194,609

 

264,344

 

 

 

 

 

 

 

Net income allocated to common shareholders

 

98,908

 

133,300

 

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.

 

(455

)

(420

)

 

 

98,453

 

132,880

 

 

 

 

 

 

 

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

 

1,122,679,347

 

1,132,375,848

 

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

 

7,841,588

 

5,384,912

 

Total

 

1,130,520,935

 

1,137,760,760

 

 

 

 

 

 

 

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

 

0.17

 

0.23

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

NOTE 18 — LONG-TERM INCENTIVE PLANS

 

a) Stock Options Plan:

 

 

 

 

March 31, 2015

 

December 31, 2014

 

 

 

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

 

2,448,973

 

19.53

 

2,793,495

 

19.44

 

Options Exercised

 

(25,210

)

19.56

 

(52,340

)

17.34

 

Options Forfeited

 

(416,177

)

27.95

 

(292,182

)

19.47

 

Available at the end of the year

 

2,007,586

 

17.97

 

2,448,973

 

19.53

 

 

The average market price of the share in the three month period ended March 31, 2015 was R$ 9.97 (R$ 13.31 in the year ended December 31, 2014).

 

As of March 31, 2015 the Company has a total of 28,893,695 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
March 31, 2015*

 

 

 

 

 

 

 

R$

 

 

 

R$ 10.66

 

80,742

 

3.9

 

12.49

 

80,742

 

R$ 33.43

 

12,581

 

1.9

 

39.15

 

12,581

 

R$ 48.63

 

8,953

 

2.9

 

56.94

 

8,953

 

R$ 10,58 to R$ 29,12

 

1,905,310

 

5.0

 

17.87

 

25,623

 

 

 

2,007,586

 

 

 

 

 

127,899

 

 


*The total of options vested that are exercisable on March 31, 2015 is 127,899 (176,891 on December 31, 2014).

 

During the three month periods ended March 31, 2015 and 2014, the long-term incentive plans costs recognized in income were R$ 6,542 and R$ 9,091, 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. There were no options granted for this plan in 2015.

 

b) Restricted Shares and Performance Shares Summary:

 

Quantity on January 01, 2014

 

7,371,215

 

Granted

 

3,981,219

 

Forfeited/Canceled

 

(739,017

)

Exercised

 

(527,183

)

Quantity on December 31, 2014

 

10,086,234

 

Granted

 

6,488,298

 

Forfeited/Canceled

 

(412,292

)

Exercised

 

(2,026,388

)

Quantity on March 31, 2015

 

14,135,852

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

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 2015, an award of approximately US$ 10.3 million (R$ 33.0 million) was granted to participants under the EIP. The Company issued 1,294,587 RSUs, and 1,721,305 PSUs under this plan. This award has being accrued over the vesting period of 5 years.

 

In 2014, an award of approximately US$ 11.7 million (R$ 31.1 million) was granted to participants under the EIP. The Company issued 767,027 RSUs, and 1,150,541 PSUs under this plan. This award has being accrued over the vesting period of 5 years.

 

In connection with the adoption of the EIP, the Company terminated the existing long-term incentive plan (“LTIP”), and no further awards will be granted under the LTIP. All outstanding awards under the LTIP will remain outstanding until either exercised, forfeited or they expire. On March 31, 2015, there were 706,706 SARs and 102,276 stock options outstanding under the LTIP. These awards have been accrued over the vesting period of 4 years.

 

As of March 31, 2015 and December 31, 2014, the outstanding liability for share-based payment transactions included in other non-current liabilities of the subsidiaries in North America was US$ 21 thousand (R$ 67.4 thousand) and US$ 370 thousand (R$ 983 thousand), respectively.

 

NOTE 19 — EXPENSES BY NATURE

 

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

 

 

 

For the three-month periods ended

 

 

 

March 31, 2015

 

March 31, 2014

 

Depreciation and amortization

 

(603,272

)

(541,660

)

Labor expenses

 

(1,715,404

)

(1,626,407

)

Raw material and consumption material

 

(6,454,058

)

(6,504,162

)

Freight

 

(562,789

)

(565,795

)

Other expenses/income, net

 

(633,148

)

(688,203

)

 

 

(9,968,671

)

(9,926,227

)

 

 

 

 

 

 

Classified as:

 

 

 

 

 

Cost of sales

 

(9,335,523

)

(9,238,024

)

Selling expenses

 

(179,519

)

(173,583

)

General and administrative expenses

 

(480,442

)

(533,805

)

Other operating income

 

56,851

 

46,866

 

Other operating expenses

 

(30,038

)

(27,681

)

 

 

(9,968,671

)

(9,926,227

)

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

NOTE 20 — FINANCIAL INCOME

 

 

 

For the three-month periods ended

 

 

 

March 31, 2015

 

March 31, 2014

 

Income from short-term investments

 

59,016

 

42,602

 

Interest income and other financial incomes

 

50,100

 

19,446

 

Financial income total

 

109,116

 

62,048

 

 

 

 

 

 

 

Interest on debts

 

(318,929

)

(250,073

)

Monetary variation and other financial expenses

 

(53,135

)

(38,653

)

Financial expenses total

 

(372,064

)

(288,726

)

 

 

 

 

 

 

Exchange variations, net

 

(651,254

)

127,678

 

Gains and Losses on derivatives, net

 

15,637

 

(2,470

)

Financial result, net

 

(898,565

)

(101,470

)

 

NOTE 21 — SEGMENT REPORTING

 

Information by business segment:

 

 

 

For the three-month periods ended

 

 

 

Brazil Operation

 

Iron Ore

 

North America Operation

 

Latin America Operation

 

Special Steels Operation

 

Eliminations and Adjustments

 

Consolidated

 

 

 

March 31, 2015

 

March 31, 2014

 

March 31, 2015

 

March 31, 2014

 

March 31, 2015

 

March 31, 2014

 

March 31, 2015

 

March 31, 2014

 

March 31, 2015

 

March 31, 2014

 

March 31, 2015

 

March 31, 2014

 

March 31, 2015

 

March 31, 2014

 

Net sales

 

3,265,835

 

3,655,351

 

124,672

 

316,261

 

3,647,625

 

3,257,738

 

1,508,647

 

1,399,370

 

2,245,720

 

2,262,760

 

(345,123

)

(337,704

)

10,447,376

 

10,553,776

 

Cost of sales

 

(2,762,632

)

(2,905,951

)

(118,968

)

(196,900

)

(3,422,723

)

(3,158,526

)

(1,340,514

)

(1,214,162

)

(2,035,826

)

(2,101,394

)

345,140

 

338,909

 

(9,335,523

)

(9,238,024

)

Gross profit

 

503,203

 

749,400

 

5,704

 

119,361

 

224,902

 

99,212

 

168,133

 

185,208

 

209,894

 

161,366

 

17

 

1,205

 

1,111,853

 

1,315,752

 

Selling, general and administrative expenses

 

(211,508

)

(228,935

)

(9,757

)

(9,467

)

(174,802

)

(185,969

)

(85,817

)

(89,868

)

(96,857

)

(103,067

)

(81,220

)

(90,082

)

(659,961

)

(707,388

)

Other operating income (expenses)

 

4,859

 

10,474

 

 

 

1,775

 

2,177

 

(875

)

(5,067

)

3,221

 

2,280

 

17,833

 

9,321

 

26,813

 

19,185

 

Equity in earnings of unconsolidated companies

 

 

 

 

 

2,554

 

19,160

 

(1,026

)

1,482

 

 

 

5,007

 

5,991

 

6,535

 

26,633

 

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

 

296,554

 

530,939

 

(4,053

)

109,894

 

54,429

 

(65,420

)

80,415

 

91,755

 

116,258

 

60,579

 

(58,363

)

(73,565

)

485,240

 

654,182

 

Finacial result, net

 

(131,231

)

(97,737

)

(11,216

)

(6,785

)

(25,187

)

(39,817

)

(20,332

)

7,933

 

(58,265

)

(34,485

)

(652,334

)

69,421

 

(898,565

)

(101,470

)

Income (Loss) before taxes

 

165,323

 

433,202

 

(15,269

)

103,109

 

29,242

 

(105,237

)

60,083

 

99,688

 

57,993

 

26,094

 

(710,697

)

(4,144

)

(413,325

)

552,712

 

Income and social contribution taxes

 

(39,308

)

(109,646

)

2,772

 

(25,777

)

35,479

 

65,909

 

(35,246

)

(44,125

)

(22,145

)

(10,479

)

739,134

 

11,497

 

680,686

 

(112,621

)

Net income (Loss)

 

126,015

 

323,556

 

(12,497

)

77,332

 

64,721

 

(39,328

)

24,837

 

55,563

 

35,848

 

15,615

 

28,437

 

7,353

 

267,361

 

440,091

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales between segments

 

221,412

 

165,016

 

78,834

 

105,399

 

15,829

 

24,344

 

11

 

 

29,037

 

42,945

 

 

 

345,123

 

337,704

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

296,554

 

530,939

 

(4,053

)

109,894

 

54,429

 

(65,420

)

80,415

 

91,755

 

116,258

 

60,579

 

(58,363

)

(73,565

)

485,240

 

654,182

 

Depreciation/amortization

 

218,137

 

200,302

 

10,095

 

11,552

 

171,585

 

135,770

 

59,710

 

51,650

 

143,745

 

142,386

 

 

 

603,272

 

541,660

 

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

 

514,691

 

731,241

 

6,042

 

121,446

 

226,014

 

70,350

 

140,125

 

143,405

 

260,003

 

202,965

 

(58,363

)

(73,565

)

1,088,512

 

1,195,842

 

 

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:

 

Information by geographic area:

 

 

 

For the three-month periods ended

 

 

 

Brazil

 

Latin America (1)

 

North America (2)

 

Europe/Asia

 

Consolidated

 

 

 

March 31, 2015

 

March 31, 2014

 

March 31, 2015

 

March 31, 2014

 

March 31, 2015

 

March 31, 2014

 

March 31, 2015

 

March 31, 2014

 

March 31, 2015

 

March 31, 2014

 

Net sales

 

3,614,155

 

4,200,358

 

1,607,576

 

1,489,310

 

4,479,384

 

4,095,353

 

746,261

 

768,755

 

10,447,376

 

10,553,776

 

 

 

 

March 31, 2015

 

December 31, 2014

 

March 31, 2015

 

December 31, 2014

 

March 31, 2015

 

December 31, 2014

 

March 31, 2015

 

December 31, 2014

 

March 31, 2015

 

December 31, 2014

 

Total assets

 

25,294,018

 

24,503,901

 

10,191,145

 

8,409,583

 

31,066,431

 

26,288,644

 

4,291,794

 

3,840,202

 

70,843,389

 

63,042,330

 

 


(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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2015

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

(Unaudited)

 

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 22 — IMPAIRMENT OF ASSETS

 

The impairment test of goodwill and other long-lived assets is tested based on the analysis and identification of facts or circumstances that may involve the need to perform the impairment test. The Company performs impairment tests of goodwill and other long-lived assets, based on projections of discounted cash flows, which take into account assumptions such as: cost of capital, growth rate and adjustments applied to flows in perpetuity, methodology for working capital determination, investment plans, and long-term economic-financial forecasts.

 

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 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. In the impairment test in December 2014, the Company performed a sensitivity analysis of the variables discount rates and perpetuity growth rate, given its potential impacts on the cash flows. A combination of sensitivity analysis above mentioned in the tests performed in December 2014 would result in a recoverable amount lower than the book value by R$ 458 million for the North America segment and R$ 122 million for the Latin America segment. A combination of sensitivity analysis above mentioned in the tests performed in December 2014 would result in a recoverable amount that would exceed the book value by R$ 1,436 million in the Brazil segment and R$ 262 million for the Special Steel segment.

 

The Company concluded that there are no indications that an impairment test of goodwill and other long-lived assets for the period ended on March 31, 2015 is required.

 

The Company will maintain over 2015  its constant monitoring of the steel market in order to identify any deterioration, significant drop in demand from steel consuming sectors (notably automotive and construction), stoppage of industrial plants or activities relevant changes in the economy or financial market that result in increased perception of risk or reduction of liquidity and refinancing capacity. Although the projections made by the Company provide a more challenging scenario than that in recent years, the events mentioned above, if manifested in a greater intensity than that anticipated in the assumptions made by management, may lead the Company to revise its projections of value in use and eventually result in impairment losses.

 

NOTE 23 - SUBSEQUENT EVENTS

 

I) On April 6, 2015, the Company received Official Letter n° 134/2015/CVM/SEP/GEA-2 of the Brazilian Securities and Exchange Commission with request for clarification on news related to inquisition in the Tax administrative appeal board. In response to the Letter, the Company clarifies that, up to this date, has not been contacted by any public authority about the operation Zelotes. The Company also reiterates that have strict ethical standards in conducting their pleas with public agencies.

 

I) On April 17, 2015, the three months period for the Company to purchase of shares of its own issuance ended. The Company acquired 19,923,200 preferred shares in the total amount of R$    189,174. This acquisition had the following objectives: (i) supply the long-term incentive plan for the Company and its subsidiaries; (ii) held in treasury; (iii) cancelation; or (iv) subsequent sale to the market.

 

II) On April 30, 2015, the Company proposed to anticipate the payment of dividends on income for the quarter ended on March 31, 2015, in the form of interest on equity, which will be calculated and credited on the shareholding interest owned on May 21, 2015, in the amount of R$ 101.2 million (R$ 0.06 per common and preferred share), with payment on June 2, 2015. These amounts will be considered as payment in advance of the minimum dividends established by the Company’s by-laws, and will be submitted to the approval of the Board of Directors on May 6, 2015.

 

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