EX-99.1 2 a19-5215_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 


 

Dear Shareholders:

 

In 2018, shipments amounted to 14.6 million tonnes, a 3% reduction in relation to 2017, due to the deconsolidation of assets resulting from the Company’s divestments. Steel shipments in 2018 generated consolidated net sales of R$ 46.2 billion, a 25% increase compared to 2017.

 

Consolidated adjusted EBITDA and adjusted EBITDA margin in 2018 were R$ 6.7 billion and 14.4%, respectively, increasing in relation to 2017, driven primarily by the better performance of the Brazil and North America business divisions (BDs).

 

Consolidated net income, adjusted by non-recurring items in 2018, amounted to R$ 2.5 billion, which represents a significant increase in relation to 2017, mainly due to the higher adjusted EBITDA. In 2018, Gerdau S.A. approved the distribution of R$ 765 million (R$ 0.45 per share) in dividends, which represents a significant increase in relation to the amount distributed in 2017, of R$ 136 million (R$ 0.08 per share).

 

Profile

 

Gerdau is the leading producer of long steel in the Americas and one of the world’s leading suppliers of special steel. In Brazil, it also produces flat steel and iron ore, activities that are expanding its product mix and boosting its competitiveness. It is also the largest recycler in Latin America and, around the world, annually transforms millions of tonnes of scrap into steel, underlining its commitment to the sustainable development of the regions where it operates. Gerdau’s shares are listed on the São Paulo, New York and Madrid stock exchanges.

 

CONSOLIDATED INFORMATION

 

GERDAU’S PERFORMANCE IN 2018

 

Results of Operations

 

CONSOLIDATED

 

2018

 

2017

 

 

Volumes (1,000 tonnes)

 

 

 

 

 

 

 

Production of crude steel

 

15,342

 

16,120

 

-4.8

%

Shipments of steel

 

14,561

 

14,937

 

-2.5

%

Results (R$ million)

 

 

 

 

 

 

 

Net Sales

 

46,159

 

36,918

 

25.0

%

Cost of Goods Sold

 

(40,010

)

(33,313

)

20.1

%

Gross profit

 

6,149

 

3,605

 

70.6

%

Gross margin (%)

 

13.3

%

9.8

%

 

 

SG&A

 

(1,662

)

(1,655

)

0.4

%

Selling expenses

 

(580

)

(525

)

10.5

%

General and administrative expenses

 

(1,082

)

(1,130

)

-4.2

%

%SG&A/Net Sales

 

3.6

%

4.5

%

 

 

Adjusted EBITDA

 

6,657

 

4,321

 

54.1

%

Adjusted EBITDA Margin

 

14.4

%

11.7

%

 

 

 

2


 

Production and Shipments

 

On a consolidated basis, crude steel production and shipments in 2018 decreased in relation to 2017, mainly due to the lower production and shipment volumes at both the South America and North America BDs, given the deconsolidation of Colombia and Chile and of the wire-rod and rebar operations in the United States.

 

Operating Result

 

In 2018, consolidated net sales increased in relation to 2017, due to the higher net sales per tonne sold at all BDs, influenced by higher international prices. Cost of goods sold increased in relation to 2017, given the increase in cost per tonne sold at all BDs, influenced by the higher prices of inputs in general.

 

On a consolidated basis, gross profit and gross margin in 2018 increased in relation to 2017, since the increase in net sales per tonne sold outpaced the increase in cost per tonne sold.

 

Selling, general and administrative expenses remained stable in 2018 compared to 2017, reflecting the Company’s ongoing efforts to streamline operations and to implement the digital innovation over the past few years, and corresponded to 3.6% of net sales in 2018, which is the highest percentage ever.

 

Breakdown of Consolidated EBITDA
(R$ million)

 

2018

 

2017

 

 

Net income

 

2,326

 

(339

)

 

Net financial result

 

1,890

 

1,143

 

65.4

%

Provision for income and social contribution taxes

 

(169

)

296

 

 

Depreciation and amortization

 

1,892

 

2,092

 

-9.6

%

EBITDA - Instruction CVM (1)

 

5,939

 

3,192

 

86.1

%

Impairment of assets

 

 

1,115

 

 

Gains and losses on assets held for sale and sales os interest in subsidiaries

 

414

 

722

 

-42.7

%

Equity in earnings of unconsolidated companies

 

(10

)

35

 

 

Proportional EBITDA of associated companies and jointly controlled entities

 

314

 

187

 

67.9

%

Reversal of contingent liabilities, net

 

 

(930

)

 

Adjusted EBITDA(2)

 

6,657

 

4,321

 

54.1

%

Adjusted EBITDA Margin

 

14.4

%

11.7

%

 

 

 

CONCILIATION OF CONSOLIDATED EBITDA
(R$ million)

 

2018

 

2017

 

EBITDA - Instruction CVM (1)

 

5,939

 

3,192

 

Depreciation and amortization

 

(1,892

)

(2,092

)

OPERATING INCOME BEFORE FINANCIAL RESULT AND TAXES(2)

 

4,047

 

1,100

 

 


(1) — Non-accounting measure calculated in accordance with CVM Instruction 527.

(2) — Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide additional information on cash generation in the period.

(3) - Accounting measure disclosed in the consolidated Income Statement.

 

Adjusted EBITDA and adjusted EBITDA margin increased in 2018 compared to 2017, accompanying the performance of gross income and gross margin and representing the highest EBITDA of the last ten years.

 

3


 

Financial result and net income

 

CONSOLIDATED
(R$ million)

 

2018

 

2017

 

 

Income before financial income expenses and taxes(1)

 

4,047

 

1,100

 

267.9

%

Financial Result

 

(1,890

)

(1,143

)

65.4

%

Financial income

 

204

 

226

 

-9.7

%

Financial expenses

 

(1,579

)

(1,726

)

-8.5

%

Exchange variation, net (including net investment hedge)

 

(346

)

(9

)

 

Exchange variation (other currencies)

 

23

 

5

 

360.0

%

Bonds repurchase expenses

 

(224

)

 

 

Reversal of monetary update of contingent liabilities, net

 

 

370

 

 

Gains (losses) on financial instruments, net

 

32

 

(9

)

 

Income before taxes(1)

 

2,157

 

(43

)

 

Income and social contribution taxes

 

169

 

(296

)

 

Exchange variation including net investment hedge

 

358

 

9

 

 

Other lines

 

(646

)

19

 

 

Non-recurring items

 

457

 

118

 

287.3

%

On reversal of contingent liabilities

 

 

(442

)

 

 

Consolidated Net Income (1)

 

2,326

 

(339

)

 

Non-recurring items

 

181

 

861

 

-79.0

%

Gains and losses on assets held for sale and sales os interest in subsidiaries

 

414

 

722

 

-42.7

%

Bonds repurchase expenses

 

224

 

 

 

Impairment of assets

 

 

1,115

 

 

Income and social contribution taxes - Non-recurring items

 

(457

)

(118

)

287.3

%

Reversal of contingent liabilities, net

 

 

(858

)

 

Consolidated Adjusted Net Income (loss)(2)

 

2,507

 

522

 

380.3

%

 


(1) - Accounting measure disclosed in the consolidated Income Statement.

(2) - Non-accounting measure calculated by the Company to show net profit adjusted by non-recurring events that influenced the result but did not produce any cash effects.

 

Compared to 2017, the higher negative financial result in 2018 was mainly due to the net effects from exchange variation on liabilities contracted in U.S. dollar (average depreciation of the Brazilian real against the U.S. dollar of 15% in the comparison periods), which were partially offset by the line “Income Tax/Social Contribution — effects from exchange variation that include net investment hedge.” The financial result was affected by the costs incurred with the bond repurchase in 2018, based on non-recurring items to compose the consolidated adjusted net income.

 

Consolidated net income, adjusted by non-recurring items in 2018, increased in relation to 2017, mainly due to the higher adjusted EBITDA.

 

Dividends

 

In 2018, Gerdau S.A. approved the distribution of R$ 765 million (R$ 0.45 per share) in dividends, which represents a significant increase in relation to the amount distributed in 2017, of R$ 137 million (R$ 0.08 per share).

 

4


 

Working Capital and Cash Conversion Cycle

 

In December 2018, the cash conversion cycle measured in days (working capital divided by the daily net sales of the quarter) decreased in relation to September 2018, reflecting the reduction in working capital needs, which was greater than the reduction in revenue, due to the deconsolidation of the rebar assets in North America BD and the efforts to streamline operations at all divisions.

 

 

Financial Liabilities

 

Debt composition
(R$ Million)

 

12.31.2018

 

12.31.2017

 

Short Term

 

1,825

 

2,004

 

Long Term

 

13,082

 

14,505

 

Gross Debt

 

14,907

 

16,509

 

Cash, cash equivalents and short-term investments

 

3,325

 

3,377

 

Net Debt

 

11,582

 

13,132

 

 

On December 31st, 2018, gross debt was 12.2% short term and 87.8% long term. Broken down by currency, 26.2% of gross debt was denominated in Brazilian real, 73.3% in U.S. dollar and 0.5% in other currencies. For comparison purposes, on December 31st, 2017, 80.8% of gross debt was denominated in U.S. dollar, which demonstrates the Company’s strategy to reduce its exposure to the dollar and consequently better align the currency profile of its debt with that of its cash generation.

 

On December 31st, 2018, 61.0% of cash was held by Gerdau companies abroad and denominated mainly in U.S. dollar.

 

The evolution in key debt indicators is shown below:

 

Indicators

 

12.31.2018

 

12.31.2017

 

Gross debt / Total capitalization (1)

 

36

%

41

%

Net debt(2) (R$) / EBITDA (3) (R$)

 

1.7

x

3.0

x

 


(1) - Total capitalization = shareholders’ equity + gross debt - debt interest

(2) — Net debt = gross debt – interest on debt – cash, cash equivalents and financial investments.

(3) — Adjusted EBITDA in the last 12 months.

 

The sharp reduction in the net debt/EBITDA ratio from 3.0x in December 2017 to 1.7x in December 2018 reflects the continued improvement in EBITDA and the funds generated by the divestment program, with a focus on deleveraging and optimizing the Company’s asset portfolio.

 

5


 

Payment schedule of gross debt (long term)

 

 

In november 2018, the Company carried out the 15th issue of debentures of Gerdau S.A. in the amount of R$ 1.5 billion and repurchased US$ 1 billion in bonds (distributed among bonds coming due in 2020, 2021, 2023 and 2024) with the aim of reducing its gross debt, restructuring and rebalancing its debt maturity schedule and reducing its exposure in U.S. dollar.

 

On December 31st, 2018, the nominal weighted average cost of gross debt was 6.7%, or 6.8% for the portion denominated in Brazilian real, 5.7% plus exchange variation for the portion denominated in U.S. dollar contracted by companies in Brazil and 10.7% for the portion contracted by subsidiaries abroad. On December 31st, 2018, the average gross debt term was 7.0 years.

 

The Board of Directors established as the Company’s financial policy the implementation and maintenance in the long term of the following parameters:

 

·                                Maximum Net Debt/EBITDA ratio of between 1x and 1.5x;

 

·                                Average debt term of over six years;

 

·                                Maximum Gross Debt of R$ 12 billion.

 

These parameters will enable the Company to pursue a balanced financial situation while successfully executing an investment plan to meet the market’s demands and the industry’s challenges.

 

Investments

 

Investments 2018

 

Capex came to R$ 1.2 billion in 2018, which was allocated to productivity gains and maintenance. Of the total capex in the year, 47% was allocated to the Brazil BD, 33% to the North America BD, 16% to the Special Steel BD and 4% to the South America BD.

 

Investments 2019-21

 

As an evolution of the Company’s governance process, Gerdau is announcing its capex plan for the next three years (2019-2021), which amounted to R$ 7.1 billion, broken down into three categories:

 

·           General maintenance: focused on improving the operational excellence of existing assets.

 

·           Ouro Branco (Minas Gerais, Brasil) Maintenance: series of initiatives related to planned stoppage of the mill’s modernization in 2022. In 2019, there will be a 60-day scheduled stoppage on Blast Furnace 1 in Ouro Branco mill, and in 2020 and 2021, there will be a series of gradual improvements. During this period, strategic inventories will be built to ensure normal supply to clients.

 

·           Technological expansion and updating: investments to expand installed capacity and to update technology in product lines with higher profitability potential. The execution of these investments will be flexible, since they will be realized as the expectations of the market developments and of free cash flow generation for the period are confirmed, always ensuring compliance with the financial policy of maintaining a Net Debt/EBITDA ratio of between 1x and 1.5x.

 

6


 

 

Divestments

 

On March 30th, 2018, the Company concluded the sale of its wire-rod production unit located in Beaumont, Texas and of two processing units to Optimus for US$ 99.5 million (equivalent to R$ 330.7 million). The sale includes the Company’s mill located in Beaumont, Texas and the processing units Beaumont Wire Products and Carrollton Wire Products. The mill has a melt shop with annual steel production capacity of approximately 700,000 short tons and has the capacity to produce wire-rods and rebar.

 

On June 29th, 2018, Gerdau concluded the sale of 100% of the shares of Aza Participações SpA and its subsidiaries, Gerdau AZA SA, Aceros Cox SA, Armacero - Matco SA and Salomon Sack S.A. through Gerdau Chile Inversiones Limitada, an indirect subsidiary of Gerdau SA, to a group of Chilean investors formed by Ingeniería e Inversiones Limitada, Inversiones Reyosan SpA, Los Andes S.A. de Inversiones and Matco Cables SpA. The sale includes three productions plants with annual installed production capacity of 520,000 tonnes of recycled long steel and the associated distribution network in Chile. The economic value of the transaction is US$ 154 million (equivalent to R$ 594 million on the date of the sale’s conclusion).

 

On July 31st, 2018, Gerdau concluded the sale of its two hydropower plants in Goiás for R$ 835 million to Kinross Brasil Mineração, a wholly-owned subsidiary of the mining company Kinross Gold Corporation. The plants Caçu and Barra dos Coqueiros, inaugurated in 2010, have aggregate installed capacity of 155 MW.

 

On October 31st, 2018, Gerdau concluded the sale of 100% of its operations and assets in India, including its special steel industrial unit in said country, with annual installed capacity of 250,000 tonnes of crude steel and 300,000 tonnes of rolled steel, to Blue Coral Investment Holdings Pte. Ltd and Mountainpeak Investment Holdings Ltd., for US$ 120 million.

 

On November 5th, Gerdau concluded the sale of four rebar units, fabricated rebar units and distribution centers in the United States, to Commercial Metals Company (CMC). The agreement included the mills in Jacksonville (FL), Knoxville (TN), Rancho Cucamonga (CA) and Sayreville (NJ), as well as all Gerdau’s fabricated rebar units in the United States. The economic value of the transaction is US$ 600 million, as announced on January 2nd, 2018, in addition to working capital adjustments.

 

With the consummation of the sale of the assets in India and of the rebar units in the United States, Gerdau has concluded its divestment program and now will focus on its more profitable operations in the Americas. The economic value of the Company’s divestments since 2014 has surpassed R$ 7.0 billion.

 

Free Cash Flow (FCF)

 

In 2018, free cash flow amounted to R$ 2.6 billion generated by adjusted EBITDA, which was sufficient to cover capex commitments, income tax and interest obligations, as well as the working capital consumption of R$ 1.5 billion.

 

7


 

Free Cash Flow 2018 (R$ million)

 

 

A well-defined but flexible investment program for the next three years combined with the leverage and indebtedness parameters established by the Board of Directors for the long term will enable the Company to continue aspiring to generate positive free cash flow in the coming years, which is extremely important for an intensive capital business whose main products and inputs have significant exposure to international prices.

 

BUSINESS OPERATIONS

 

The information in this report is divided into four Business Divisions (BD) in accordance with Gerdau’s corporate governance, as follows:

 

·                  Brazil BD (Brazil Business Division) — includes the operations in Brazil (except special steel) and the iron ore operation in Brazil;

 

·                  North America BD (North America Business Division) — includes all operations in North America (Canada, United States and Mexico), except special steel, as well as the jointly controlled entities and associate company, both located in Mexico;

 

·                  South America BD (South America Business Division) — includes all operations in South America (Argentina, Peru, Uruguay and Venezuela), except the operations in Brazil, and the jointly controlled entities in the Dominican Republic and Colombia;

 

·                  Special Steel BD (Special Steel Business Division) — includes the special steel operations in Brazil and the United States.

 

8


 

BRAZIL BD

 

BRAZIL BD

 

2018

 

2017

 

 

Volumes (1,000 tonnes)

 

 

 

 

 

 

 

Production of crude steel

 

5,845

 

6,131

 

-4.7

%

Shipments of steel

 

5,535

 

5,608

 

-1.3

%

Domestic Market

 

3,951

 

3,617

 

9.2

%

Exports

 

1,585

 

1,991

 

-20.4

%

Shipments of long steel

 

4,079

 

4,261

 

-4.3

%

Domestic Market

 

2,683

 

2,584

 

3.8

%

Exports

 

1,396

 

1,677

 

-16.8

%

Shipments of flat steel

 

1,457

 

1,347

 

8.1

%

Domestic Market

 

1,268

 

1,033

 

22.7

%

Exports

 

189

 

314

 

-39.8

%

Results (R$ million)

 

 

 

 

 

 

 

Net Sales(1)

 

15,745

 

12,563

 

25.3

%

Domestic Market

 

12,320

 

9,507

 

29.6

%

Exports

 

3,425

 

3,056

 

12.1

%

Cost of Goods Sold

 

(13,044

)

(10,996

)

18.6

%

Gross profit

 

2,701

 

1,567

 

72.4

%

Gross margin (%)

 

17.2

%

12.5

%

 

 

EBITDA

 

3,032

 

1,925

 

57.5

%

EBITDA margin (%)

 

19.3

%

15.3

%

 

 

 


(1) - Includes iron ore net sales.

 

In 2018, crude steel production decreased in relation to 2017, due to the truck drivers’ strike in Brazil in May and the scheduled maintenance stoppage on Blast Furnace 2 in Ouro Branco, Minas Gerais. Meanwhile, steel shipments decreased slightly in 2018 compared to 2017, due to the decline in exports. On the other hand, shipments in the domestic market grew, driven by demand from the retail construction and manufacturing industries.

 

The increase in net sales in 2018 compared to 2017 is explained by the higher net sales per tonne sold in the domestic market and in exports, influenced by the higher prices per tonne sold.

 

Cost of goods sold increased in 2018 compared to 2017, due to the higher costs of input in general.

 

Gross income and gross margin increased in 2018 compared to 2017, since the increase in net sales per tonne sold outpaced the increase in costs per tonne sold.

 

EBITDA and EBITDA margin increased in 2018 compared to 2017, accompanying the performance of gross income and gross margin, mainly due to the higher profitability of exports in 2018.

 

NORTH AMERICA BD

 

NORTH AMERICA BD

 

2018

 

2017

 

 

Volumes (1,000 tonnes)

 

 

 

 

 

 

 

Production of crude steel

 

6,431

 

6,764

 

-4.9

%

Shipments of steel

 

6,085

 

6,313

 

-3.6

%

Results (R$ million)

 

 

 

 

 

 

 

Net Sales

 

19,927

 

15,433

 

29.1

%

Cost of Goods Sold

 

(18,165

)

(14,824

)

22.5

%

Gross profit

 

1,763

 

609

 

189.4

%

Gross margin (%)

 

8.8

%

3.9

%

 

 

EBITDA

 

1,787

 

797

 

124.2

%

EBITDA margin (%)

 

9.0

%

5.2

%

 

 

 

9


 

The decrease in crude steel production and shipments was mainly due to the deconsolidation in the United States of the wire-rod operations as of April and of the rebar operations as of November.

 

Net sales increased in 2018 compared to 2017, due to the higher net sales per tonne sold, which was influenced by better prices in the international market in 2018, despite the reduction in shipments due to the deconsolidations.

 

Cost of goods sold increased in 2018 compared to 2017, due to the higher prices of inputs in general. The significant improvement in gross profit and gross margin in 2018 in relation to 2017 was due to the better metal spread in the period, supported by favorable economic growth for the construction and manufacturing industries.

 

The growth in EBITDA and EBITDA margin in 2018 in relation to 2017 accompanied the performance of gross profit and gross margin in the same comparison period and was the highest EBITDA and EBITDA margin of the last 10 years.

 

SOUTH AMERICA BD

 

SOUTH AMERICA BD

 

2018

 

2017

 

 

Volumes (1,000 tonnes)

 

 

 

 

 

 

 

Production of crude steel

 

746

 

1,043

 

-28.5

%

Shipments of steel

 

1,307

 

1,723

 

-24.2

%

Results (R$ million)

 

 

 

 

 

 

 

Net Sales

 

3,801

 

4,026

 

-5.6

%

Cost of Goods Sold

 

(3,231

)

(3,523

)

-8.3

%

Gross profit

 

570

 

503

 

13.4

%

Gross margin (%)

 

15.0

%

12.5

%

 

 

EBITDA

 

679

 

567

 

19.7

%

EBITDA margin (%)

 

17.9

%

14.1

%

 

 

 

Crude steel production and shipments decreased in 2018 in relation to 2017, mainly due to the lower production and shipment volumes in the South America BD, given the deconsolidation of Colombia and Chile.

 

Gross margin expanded in 2018 compared to 2017, since the increase in net sales per tonne sold outpaced the increase in cost per tonne sold, influenced by higher international prices.

 

EBITDA and EBITDA margin increased in 2018 compared to 2017, due to higher international prices and the deconsolidation of Colombia and Chile, which is in line with the Company’s divestment strategy to focus on its more profitable assets.

 

10


 

SPECIAL STEEL BD

 

SPECIAL STEEL BD

 

2018

 

2017

 

 

Volumes (1,000 tonnes)

 

 

 

 

 

 

 

Production of crude steel

 

2,321

 

2,182

 

6.4

%

Shipments of steel

 

2,111

 

1,977

 

6.8

%

Results (R$ million)

 

 

 

 

 

 

 

Net Sales

 

8,159

 

6,229

 

31.0

%

Cost of Goods Sold

 

(7,065

)

(5,301

)

33.3

%

Gross profit

 

1,094

 

928

 

17.9

%

Gross margin (%)

 

13.4

%

14.9

%

 

 

EBITDA

 

1,299

 

1,139

 

14.0

%

EBITDA margin (%)

 

15.9

%

18.3

%

 

 

 

Crude steel production and shipments increased in 2018 compared to 2017, mainly due to the growth of the auto industry in Brazil and of the oil and gas industry in the United States.

 

Net sales increased in 2018 compared to 2017, due to the increase in shipments and in net sales per tonne sold.  Cost of goods sold increased in the same comparison period, due to the higher prices of inputs in general, especially electrodes, scrap and metallic alloys.

 

Gross margin decreased in 2018 compared to 2017, since the increase in costs per tonne sold outpaced the increase in net sales per tonne sold due to the adverse effects in the second half of 2018 from economic slowdown in Argentina, which affected Brazil’s auto industry, which is an important client of our special steel operations in that country, as well as cost pressures, with increases in the prices of higher-quality scrap and electrodes, which are important cost components in this operation.

 

Meanwhile, EBITDA margin accompanied the decrease in gross margin in relation to 2017.

 

INFORMATION ON THE PARENT COMPANY

 

Gerdau S.A. is a publicly traded corporation with registered office in the City of São Paulo. The Company holds interests in other companies and also produces and markets steel goods in the special steel segment.

 

Results

 

A substantial part of the results of Gerdau S.A. comes from investments in subsidiaries and associate companies. In fiscal year 2018, these investments generated equity income of R$ 3.1 billion. On December 31st, 2018, the value of these investments amounted to R$ 29.9 billion.

 

In 2018, the Company sold 819,000 tonnes of steel products, which generated net revenue of R$ 3.1 billion and cost of goods sold of R$ 2.6 billion. Gross margin in the year stood at 18.3%.

 

In fiscal year 2018, the financial result (financial income, financial expenses, net exchange variation and losses from financial instruments) was negative R$ 1.5 billion, compared to negative R$ 573.5 million in 2017. This variation in the financial result was mainly due to the effect from exchange variation on related-party debt (depreciation in the end-of-period price of the Brazilian real against the U.S. dollar of 17%).

 

Gerdau S.A. recorded net income of R$ 2.3 billion in 2018, which corresponds to R$ 1.35 per share outstanding, compared to the net loss of R$ 359.4 million in 2017. This reversal from a net loss to net income was basically due to the improvement in equity income.

 

11


 

On December 31st, 2018, the shareholders’ equity of the Company amounted to R$ 25.7 billion, representing book value of R$ 15.17 per share.

 

Net debt (loans and financing, plus debentures, less cash, cash equivalents and financial investments) plus related-party debt amounted to R$ 8.3 billion on December 31st, 2018 and R$ 6.9 billion on December 31st, 2017. The increase is explained by the issue of new debentures.

 

Dividends

 

In 2018, Gerdau S.A. approved the distribution of R$ 765.3 million (R$ 0.45 per share) in dividends, which represents a significant increase in relation to the amount distributed in 2017, of R$ 136.7 million (R$ 0.08 per share).

 

 

 

Dividends

 

Per share

 

 

 

Period

 

(R$ million)

 

(R$)

 

Payment

 

1Q18

 

136.1

 

0.08

 

01/06/2018

 

2Q18

 

238.3

 

0.14

 

31/08/2018

 

3Q18

 

221.3

 

0.13

 

03/12/2018

 

4Q18

 

169.6

 

0.10

 

18/03/2019

 

Total

 

765.3

 

0.45

 

 

 

 

RELATIONSHIP WITH INDEPENDENT AUDITOR

 

The Company’s policy for hiring any services from the independent auditor unrelated to external audit is based on the principles that preserve the independence of the auditor, namely: (a) auditors must not audit their own work; (b) auditors may not hold management positions at their clients; and (c) auditors must not promote the interests of their clients.

 

Audit fees refer to professional services rendered in the audit of the Company’s consolidated financial statements, quarterly reviews of the Company’s consolidated financial statements, corporate audits and interim reviews of certain subsidiaries, in accordance with applicable legislation. Fees related to audits refer to services such as due diligence, which are traditionally performed by an external auditor in the event of an acquisition and advisory services on accounting standards and transactions. All fees unrelated to audit services refer primarily to services rendered to the Company’s subsidiaries abroad to comply with tax requirements.

 

In compliance with CVM Instruction 381/2003, Gerdau S.A. informs that KPMG Auditores Independentes, the Company’s independent auditor, did not render any services other than those related to the external audit that represented more than five percent (5%) of all audit fees during fiscal year 2018.

 

ACKNOWLEDGMENT

 

Lastly, the Company thanks its clients, shareholders, suppliers, financial institutions, government agencies and all other stakeholders for their important support, and especially our team of employees for their hard work and dedication.

 

DECLARATION OF THE OFFICERS

 

In accordance with article 25 of CVM Instruction 480 of December 7, 2009, the Board of Executive Officers declares that it has reviewed, discussed and is in agreement with the Financial Statements for the fiscal year ended December 31st, 2018 and with the opinions expressed in the Independent Auditor’s report on the Financial Statements, issued on this date.

 

São Paulo, February 20, 2019

 

12


 

THE MANAGEMENT

 

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

In thousands of Brazilian reais (R$)

 

 

 

December 31, 2018

 

December 31, 2017

 

December 31, 2016

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

2,890,144

 

2,555,338

 

5,063,383

 

Short-term investments

 

 

 

 

 

 

 

Held for Trading

 

459,470

 

821,518

 

1,024,411

 

Trade accounts receivable - net

 

3,201,656

 

2,798,420

 

3,576,699

 

Inventories

 

9,167,689

 

6,701,404

 

6,332,730

 

Tax credits

 

527,428

 

402,429

 

504,429

 

Income and social contribution taxes recoverable

 

445,561

 

487,633

 

623,636

 

Unrealized gains on financial instruments

 

30,711

 

 

2,557

 

Assets held for sale

 

 

3,745,634

 

 

Other current assets

 

780,423

 

469,737

 

668,895

 

 

 

17,503,082

 

17,982,113

 

17,796,740

 

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

Tax credits

 

32,065

 

30,841

 

56,703

 

Deferred income taxes

 

3,874,054

 

3,054,393

 

3,407,230

 

Unrealized gains on financial instruments

 

2,706

 

 

10,394

 

Related parties

 

27,939

 

51,839

 

57,541

 

Judicial deposits

 

2,135,414

 

2,051,181

 

1,861,784

 

Other non-current assets

 

449,592

 

542,973

 

447,260

 

Prepaid pension cost

 

17,952

 

1,149

 

56,797

 

Advance for future investment in equity interest

 

375,456

 

 

 

Investments in associates and jointly-controlled entities

 

1,367,802

 

1,280,299

 

798,844

 

Goodwill

 

9,112,390

 

7,891,142

 

9,470,016

 

Other Intangibles

 

836,096

 

972,089

 

1,319,941

 

Property, plant and equipment, net

 

15,546,481

 

16,443,742

 

19,351,891

 

 

 

33,777,947

 

32,319,648

 

36,838,401

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

51,281,029

 

50,301,761

 

54,635,141

 

 

13


 

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

In thousands of Brazilian reais (R$)

 

 

 

December 31, 2017

 

December 31, 2017

 

December 31, 2016

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Trade accounts payable

 

4,119,057

 

3,179,954

 

2,743,818

 

Short-term debt

 

1,822,183

 

2,004,341

 

4,458,220

 

Debentures

 

2,755

 

 

 

Taxes payable

 

351,545

 

284,101

 

341,190

 

Income and social contribution taxes payable

 

395,682

 

70,242

 

74,458

 

Payroll and related liabilities

 

588,627

 

443,859

 

464,494

 

Dividends payable

 

169,616

 

 

 

Employee benefits

 

157

 

253

 

409

 

Environmental liabilities

 

60,419

 

21,928

 

17,737

 

Unrealized losses on financial instruments

 

5,245

 

 

6,584

 

Liabilities held for sale

 

 

1,084,032

 

 

Other current liabilities

 

988,967

 

625,410

 

514,599

 

 

 

8,504,253

 

7,714,120

 

8,621,509

 

 

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

Long-term debt

 

11,545,658

 

14,457,315

 

15,959,590

 

Debentures

 

1,536,118

 

47,928

 

165,423

 

Related parties

 

1,350

 

 

 

Deferred income taxes

 

118,368

 

82,686

 

395,436

 

Unrealized losses on financial instruments

 

 

1,267

 

 

Provision for tax, civil and labor liabilities

 

770,305

 

827,883

 

2,239,226

 

Environmental liabilities

 

72,228

 

63,263

 

66,069

 

Employee benefits

 

1,356,560

 

1,424,611

 

1,504,394

 

Obligations with FIDC

 

938,526

 

1,135,077

 

1,007,259

 

Other non-current liabilities

 

499,092

 

653,670

 

401,582

 

 

 

16,838,205

 

18,693,700

 

21,738,979

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

Capital

 

19,249,181

 

19,249,181

 

19,249,181

 

Treasury stocks

 

(280,426

)

(76,085

)

(98,746

)

Capital reserves

 

11,597

 

11,597

 

11,597

 

Retained earnings

 

4,806,089

 

3,315,374

 

3,763,207

 

Operations with non-controlling interests

 

(2,870,825

)

(2,870,831

)

(2,873,335

)

Other reserves

 

4,814,988

 

4,015,965

 

3,976,232

 

EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT

 

25,730,604

 

23,645,201

 

24,028,136

 

 

 

 

 

 

 

 

 

NON-CONTROLLING INTERESTS

 

207,967

 

248,740

 

246,517

 

 

 

 

 

 

 

 

 

EQUITY

 

25,938,571

 

23,893,941

 

24,274,653

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

51,281,029

 

50,301,761

 

54,635,141

 

 

14


 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF INCOME

In thousands of Brazilian reais (R$)

 

 

 

For the three-month period ended on

 

For the year ended on

 

 

 

December 31, 2018

 

December 31, 2017

 

December 31, 2018

 

December 31, 2017

 

December 31, 2016

 

NET SALES

 

10,899,702

 

9,816,898

 

46,159,478

 

36,917,619

 

37,651,667

 

Cost of sales

 

(9,596,145

)

(8,777,352

)

(40,010,100

)

(33,312,995

)

(34,187,941

)

GROSS PROFIT

 

1,303,557

 

1,039,546

 

6,149,378

 

3,604,624

 

3,463,726

 

Selling expenses

 

(138,493

)

(122,335

)

(570,431

)

(524,965

)

(710,766

)

Allowance for doubtful accounts

 

7,402

 

 

(9,914

)

 

 

General and administrative expenses

 

(262,000

)

(276,090

)

(1,082,449

)

(1,129,943

)

(1,528,262

)

Other operating income

 

82,041

 

33,268

 

235,421

 

260,618

 

242,077

 

Other operating expenses

 

(146,073

)

(75,415

)

(270,413

)

(168,887

)

(114,230

)

Impairment of assets

 

 

(1,114,807

)

 

(1,114,807

)

(2,917,911

)

Results in operations with subsidiaries and associate company

 

(185,559

)

(649,204

)

(414,507

)

(721,682

)

(58,223

)

Reversal of contingent liabilities, net

 

 

 

 

929,711

 

 

Equity in earnings of unconsolidated companies

 

(28,796

)

(2,186

)

10,141

 

(34,597

)

(12,771

)

 

 

 

 

 

 

 

 

 

 

 

 

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

 

632,079

 

(1,167,223

)

4,047,226

 

1,100,072

 

(1,636,360

)

Financial income

 

81,580

 

47,509

 

204,000

 

226,615

 

252,045

 

Financial expenses

 

(424,802

)

(399,569

)

(1,579,341

)

(1,726,284

)

(2,010,005

)

Bonds repurchases

 

(223,925

)

 

(223,925

)

 

 

Exchange variations, net

 

187,052

 

(84,359

)

(322,621

)

(4,057

)

851,635

 

Reversal of monetary update of contingent liabilities, net

 

 

 

 

369,819

 

 

Gain and losses on financial instruments, net

 

(11,959

)

(1,612

)

32,092

 

(9,441

)

(38,930

)

INCOME (LOSS) BEFORE TAXES

 

240,025

 

(1,605,254

)

2,157,431

 

(43,276

)

(2,581,615

)

Current

 

276,081

 

(116,199

)

(629,209

)

(313,758

)

(110,511

)

Deferred

 

(126,941

)

337,872

 

798,160

 

18,367

 

(193,803

)

Income and social contribution taxes

 

149,140

 

221,673

 

168,951

 

(295,391

)

(304,314

)

NET INCOME (LOSS)

 

389,165

 

(1,383,581

)

2,326,382

 

(338,667

)

(2,885,929

)

(+) Impairment of assets

 

 

1,114,807

 

 

1,114,807

 

2,917,911

 

(-) Results in operations with subsidiaries and associate company

 

185,559

 

649,204

 

414,507

 

721,682

 

58,223

 

(+) Bonds repurchases

 

223,925

 

 

223,925

 

 

 

(-) Reversal of contingent liabilities, net

 

 

 

 

(929,711

)

 

(-) Reversal of monetary update of contingent liabilities, net

 

 

 

 

(369,819

)

 

(+) Income tax of extraordinary items

 

(486,647

)

(117,984

)

(457,400

)

323,856

 

 

(=) Total of extraordinary items

 

(77,163

)

1,646,027

 

181,032

 

860,815

 

2,976,134

 

 

 

 

 

 

 

 

 

 

 

 

 

ADJUSTED NET INCOME*

 

312,002

 

262,446

 

2,507,414

 

522,148

 

90,205

 

 


* Adjusted net income is a non-accounting indicator prepared by the Company, reconciled with the financial statements and consists of net income adjusted for extraordinary events that influenced the net income (loss), without cash effect.

 

15


 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In thousands of Brazilian reais (R$)

 

 

 

For the three-month period ended on

 

For the year ended on

 

 

 

December 31, 2018

 

December 31, 2017

 

December 31, 2018

 

December 31, 2017

 

December 31, 2016

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) for the year

 

389,165

 

(1,383,581

)

2,326,382

 

(338,667

)

(2,885,929

)

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

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

503,926

 

523,875

 

1,891,814

 

2,092,551

 

2,535,955

 

Impairment of Assets

 

 

1,114,807

 

 

1,114,807

 

2,917,911

 

Equity in earnings of unconsolidated companies

 

28,796

 

2,186

 

(10,141

)

34,597

 

12,771

 

Exchange variation, net

 

(187,052

)

84,359

 

322,621

 

4,057

 

(851,635

)

Losses (Gains) on financial instruments, net

 

11,959

 

1,612

 

(32,092

)

9,441

 

38,930

 

Post-employment benefits

 

45,251

 

41,583

 

189,603

 

192,724

 

229,767

 

Stock based remuneration

 

6,734

 

8,400

 

41,186

 

35,576

 

46,683

 

Income tax

 

(149,140

)

(221,673

)

(168,951

)

295,391

 

304,314

 

Gains on disposal of property, plant and equipment

 

(13,236

)

(4,391

)

(41,109

)

(69,510

)

(43,340

)

Results in operations with subsidiaries and associate company

 

185,559

 

649,204

 

414,507

 

721,682

 

58,223

 

Allowance for doubtful accounts

 

(7,402

)

14,980

 

9,914

 

18,342

 

68,781

 

Provision for tax, labor and civil claims

 

(127,690

)

20,219

 

(56,409

)

(110,281

)

347,882

 

Reversal of contingent liabilities, net

 

 

 

 

(929,711

)

 

Interest income on investments

 

(15,173

)

(11,459

)

(49,745

)

(75,387

)

(107,980

)

Interest expense on loans

 

296,861

 

289,748

 

1,177,686

 

1,323,448

 

1,540,797

 

Reversal of monetary update of contingent liabilities, net

 

 

 

 

(369,819

)

 

Interest on loans with related parties

 

(351

)

(95

)

(545

)

(95

)

2,457

 

Reversal of net realisable value adjustment in inventory

 

1,637

 

(3,785

)

8,228

 

(20,195

)

(31,492

)

 

 

969,844

 

1,125,989

 

6,022,949

 

3,928,951

 

4,184,095

 

Changes in assets and liabilities

 

 

 

 

 

 

 

 

 

 

 

Decrease (Increase) in trade accounts receivable

 

1,186,732

 

680,973

 

71,631

 

(54,690

)

64,805

 

(Increase) Decrease in inventories

 

(40,994

)

(509,534

)

(2,427,473

)

(1,269,455

)

794,591

 

Increase in trade accounts payable

 

278,640

 

258,248

 

900,388

 

800,164

 

110,466

 

Decrease (Increase) in other receivables

 

4,997

 

(123,501

)

(118,988

)

(371,745

)

(275,938

)

Decrease in other payables

 

(449,415

)

(64,752

)

(1,160,626

)

(56,909

)

(287,487

)

Dividends from jointly-controlled entities

 

6,218

 

9,822

 

55,357

 

40,644

 

124,495

 

Purchases of trading securities

 

(448,737

)

(423,613

)

(1,512,123

)

(2,390,104

)

(880,436

)

Proceeds from maturities and sales of trading securities

 

655,292

 

1,660,164

 

1,629,595

 

2,905,411

 

1,089,972

 

Cash provided by operating activities

 

2,162,577

 

2,613,796

 

3,460,710

 

3,532,267

 

4,924,563

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid on loans and financing

 

(363,442

)

(287,179

)

(1,162,364

)

(1,330,116

)

(1,240,165

)

Income and social contribution taxes paid

 

(81,840

)

(36,326

)

(298,663

)

(126,023

)

(168,032

)

Net cash provided by operating activities

 

1,717,295

 

2,290,291

 

1,999,683

 

2,076,128

 

3,516,366

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

(360,100

)

(271,275

)

(1,194,934

)

(873,329

)

(1,323,891

)

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

 

2,244,925

 

4,388

 

4,021,251

 

554,457

 

308,694

 

Purchases of other intangibles

 

(25,241

)

(12,384

)

(67,388

)

(37,939

)

(54,044

)

Advance for future investment in equity interest

 

(375,456

)

 

(375,456

)

 

 

Capital increase in jointly-controlled entity

 

 

 

 

(178,670

)

 

Net cash provided (used) in investing activities

 

1,484,128

 

(279,271

)

2,383,473

 

(535,481

)

(1,069,241

)

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

Purchase of treasury shares

 

(93,685

)

 

(243,396

)

 

(95,343

)

Dividends and interest on capital paid

 

(220,756

)

(50,363

)

(599,099

)

(86,386

)

(85,962

)

Proceeds from loans and financing

 

1,596,573

 

2,481,638

 

2,560,789

 

3,265,860

 

2,455,371

 

Repayment of loans and financing

 

(4,294,202

)

(5,285,187

)

(6,000,433

)

(7,241,401

)

(4,605,406

)

Intercompany loans, net

 

13,794

 

(323

)

25,755

 

5,797

 

(6,492

)

Net cash used in financing activities

 

(2,998,276

)

(2,854,235

)

(4,256,384

)

(4,056,130

)

(2,337,832

)

 

 

 

 

 

 

 

 

 

 

 

 

Exchange variation on cash and cash equivalents

 

(108,199

)

135,559

 

208,034

 

7,438

 

(693,990

)

 

 

 

 

 

 

 

 

 

 

 

 

Increase (Decrease) in cash and cash equivalents

 

94,948

 

(707,656

)

334,806

 

(2,508,045

)

(584,697

)

Cash and cash equivalents at beginning of period

 

2,795,196

 

3,262,994

 

2,555,338

 

5,063,383

 

5,648,080

 

Cash and cash equivalents at end of period

 

2,890,144

 

2,555,338

 

2,890,144

 

2,555,338

 

5,063,383

 

 

16