EX-99.3 4 a06-23837_1ex99d3.htm EX-99

Exhibit 99.3

Porto Alegre, November 7, 2006

GERDAU S.A. – CONSOLIDATED

 

 

Nine months Results 2006
Brazilian Corporate Law

 

Conference Calls

November 7, 2006

Portuguese: 2:00PM (Brasília)

English: 4:00PM (Brasília)

To listen in:

·       Portuguese (password: Gerdau)

From Brazil: 0800 722.0011 or 11 2101.4848

Other countries:+55 11 2101.4848

·       English (password: 7990739)

From the USA: 800 418.7236 or 973 935.8757

From Brazil:0800 891.3951 or +1 973 935.8757

Other countries: +1 973 935.8757

·       Internet: www.gerdau.com.br/ri

Market Capitalization on September 30, 2006

Gerdau S.A.

Bovespa: US$ 9.0 billion

Metalúrgica Gerdau S.A.

Bovespa: US$ 3.1 billion

Gerdau Ameristeel Corp.

Toronto: US$ 2.8 billion

Shares outstanding on September 30, 2006

Gerdau S.A.

Bovespa: GGBR3 and GGBR4,

NYSE: GGB and Latibex: XGGB

ON: 231,607,008

PN: 430,865,266

662,472,274

Metalúrgica Gerdau S.A.

Bovespa: GOAU3 and GOAU4

ON:  62,376,592

PN: 121,624,084

184,000,676

Gerdau Ameristeel Corp.

Toronto: GNA.TO and NYSE: GNA

ON: 305,260,680

Output of crude steel reaches 11.8 million tons in nine months, an increase of 14.6% compared to the previous year. Current pace of output indicates 15.5 million tons for the full year.

Highlights

·               Net Profit

·                  Net Profit for the first nine months of 2006 reached R$ 2.7 billion, 7.0% greater than that of the same period in 2005. Net margin remained at 15.3%.

·                  Net Profit was generated as follows:

·                  Brazil, R$ 1.7 billion compared to R$ 1.9 billion in the previous year;

·                  In North America, R$ 681.8 million, 42.6% higher than in 2005;

·                  South America (ex-Brazil), R$ 229.5 million, 119.6% greater than in 2005;

·                  Europe, R$ 59.8 million.

·               Gross Revenues

·                  Total consolidated revenues reached R$ 20.6 billion in nine months, 5.3% greater than in the same period in 2005. Contributions to this total were:

·                  Brazil, R$ 9.5 billion, with 46.1% of the total consolidated;

·                  In North America, R$ 8.7 billion, 42.0% of the total;

·                  In South America (ex-Brazil), R$ 1.8 billion, with 9.0% to the total;

·                  Europe, R$ 599.3 million, contributed with 2.9% to the total.

·                  Gross revenues from units abroad added to exports from Brazil represented 62.0% of the total consolidated revenues in the first nine months of 2006.

·               Exports

·                  Shipments abroad from Brazil through September this year totaled 2.0 million tons, generating revenues of US$ 839.3 million in the period.

·               EBITDA

·                  EBITDA for the first nine months of 2006 (gross profit, minus cost of sales, general and administrative plus depreciation and amortization) reached R$ 4.1 billion, 6.7% greater than that of 2005. EBITDA margin reached 23.5%.

·               Output

·                  Gerdau companies produced 11.8 million tons of crude steel (slabs, blooms and billets) in the first nine months of 2006, 14.6% more than in the same period of 2005.

·                  Output of rolled products reached 9.7 million tons, presenting an increase of 21.2% in the period.

 

 

9 Months

 

9 Months

 

 

 

Main data

 

2006

 

2005

 

Variation

 

Output (1,000 t)

 

 

 

 

 

 

 

Crude Steel (Slabs, blooms and billets)

 

11,760

 

10,258

 

14.6

%

Rolled products

 

9,653

 

7,966

 

21.2

%

 

 

 

 

 

 

 

 

Shipments (1,000 t)

 

11,143

 

10,181

 

9.5

%

 

 

 

 

 

 

 

 

Gross sales revenue (R$ million)

 

20,588

 

19,551

 

5.3

%

Net sales revenue (R$ million)

 

17,585

 

16,359

 

7.5

%

EBITDA (R$ million)

 

4,131

 

3,873

 

6.7

%

EBTDA (R$ million)

 

4,336

 

4,063

 

6.7

%

Net Profit (R$ million)

 

2,690

 

2,515

 

7.0

%

 

 

 

 

 

 

 

 

Shareholders’ Equity (R$ million)

 

12,428

 

9,659

 

28.7

%

Total assets (R$ million)

 

25,888

 

20,691

 

25.1

%

 

 

 

 

 

 

 

 

Gross margin

 

28.3

%

27.1

%

 

 

EBITDA margin

 

23.5

%

23.7

%

 

 

Net margin

 

15.3

%

15.4

%

 

 

 

 

 

 

 

 

 

 

Net profit/Shareholders’ Equity(1)

 

27.5

%

33.8

%

 

 

 

 

 

 

 

 

 

 

Net debt / Net capitalization

 

18.9

%

20.9

%

 

 

Net debt / EBITDA(2)

 

0.6x

 

0.5x

 

 

 

 


(1) Last 12 months net profit over shareholders’ equity.

(2) EBITDA of last 12 months.




 

Gross revenue reaches R$ 20.6 billion through September this year, 5.3% greater than in the same period in 2005. Of this total, 62.0% are exports and companies abroad.

Revenues from shipments abroad totaled US$ 839.3 million through September this year.

Net Profit reaches R$ 2.7 billion in nine months of 2006, 7.0% greater than in the nine months of 2005. Net margin was 15.3%.

Operational cash generation represented by EBITDA, reaches R$ 4.1 billion in the first nine months of this year, 6.7% greater than that of 2005. EBITDA margin was 23.5%.

Shareholders will get paid dividends as interests on capital stock relative to the third quarter on November 30. Metalúrgica Gerdau S.A. will pay R$ 0.60 per share while Gerdau S.A. will pay R$ 0.35 per share.

·               Acquisitions this year

·                  Corporación Sidenor, S.A. (Spain)

·                  Conclusion of the acquisition process for a stake of 40% of total capital stock.

·                  January 11, 2006.

·                  Largest manufacturer of specialty long steels as well as forged and molded parts in Spain along with being one of the main manufacturers of forged parts by stamping in that country.

·                  Investment of US$ 219.2 million, in addition to debt in a total of US$ 121.0 million.

·                  Callaway Building Products (Knoxville, Tennessee-USA).

·                  March 10, 2006.

·                  Supplier of cut and bent rebars for the civil construction industry. With a nominal capacity of approximately 10,000 tons per year.

·                  Investment of US$ 2.2 million.

·                  Fargo Iron and Metal Company (Fargo, North Dakota, USA).

·                  February 10, 2006.

·                  Scrap processing and stowage unit with nominal capacity of approximately 50,000 tons per year. It also provides services to industries and civil construction companies.

·                  Investment of US$ 5.5 million.

·                  Sheffield Steel Corporation (Sand Springs, Oklahoma-USA).

·                  June 12, 2006.

·                  Long steel Mini-mill producing mostly rebars and merchants with a nominal capacity of approximately 600 thousand short tons per year. The company operates a melt shop and a rolling mill in Sand Springs, Oklahoma, a rolling mill in Joliet, Illinois, and three downstream units in Kansas City and Sand Springs.

·                  Investment of US$ 187 million, of which US$ 103 million in cash and US$ 84 million in debt and long term liabilities.

·                  Siderúrgica del Perú S.A.A. - Siderperú (Chimbote, Peru).

·                  June 28, 2006 - Public auction.

·                  Long and flat steel producer with sales of approximately 360 thousand tons of finished products. Siderperú

2




The stock buyback program concluded on July 24 reached the mark of 63.9% of the total considered for Metalúrgica Gerdau S.A. and 78.6% in Gerdau S.A.

Stock dividend of 50% granted in April provides increase in liquidity and increases the ease of access to investors due to the reduction in the minimum purchase price.

Consolidation in the steel sector has Gerdau participating actively. Acquisitions announced this year represent the expansion of business in the USA and in Europe in addition to operations being initiated in Peru.

Melt shop at Araçariguama, São Paulo, was inaugurated in March. The new rolling mill began operating at the end of October.

Investor Relations

Tel.: +55 51 3323.2703

operates a blast furnace, a Direct Reduction unit, a melt shop with two electric arch furnaces and two LD converters and three rolling mills. Approximately 20% of its sales are in flat steel products and the remaining 80% are long steel products.

·                  The investment for the acquisition of 50% plus one share of the capital stock was US$ 60.6 million, in addition to taking over an indebtedness of US$ 102 million.

·                  Pacific Coast Steel, Inc. and Bay Area Reinforcing (California-USA)

·                  November 1, 2006 (conclusion).

·                  Joint venture, controlling stake.

·                  These companies are among the largest suppliers of cut and bent steel in the USA, specialized in cutting and bending and assembling steel products in several construction projects in the states of California and Nevada.

·                  The companies operate four cut and bend units in California, including in the cities of San Diego, San Bernardino, Fairfield and Napa. It has a total installed capacity of over 200 thousand tons per year.

·                  The cost to acquire this controlling stake will be of approximately US$ 104 million, including some long term liabilities.

·                  GSB Acero, S.A. (Guipúzcoa, Spain)

·                  September 13, 2006.

·                  Producer of approximately 200 thousand tons of specialty steel per year.

·                  The due diligence process began on September 13 as the development of negotiations to reach an agreement to finalize the deal. We expect that the transaction will be concluded throughout the last quarter of the ongoing year.

·               Gerdau inaugurates new mini-mill

·                  Date of inauguration: March 9, 2006.

·                  Location: Araçariguama, state of São Paulo.

·                  Investment: R$ 500 million (R$ 90 million in environmental protection of air, waters and soil).

·                  Installed Capacity: 900 thousand tons of steel per year.

·                  With additional investments of US$ 82 million, the rebar rolling mill with 600 thousand tons per year of nominal capacity began operating on October 31.

·               Closure of melt shop in the United States

·                  Gerdau Ameristeel announced on September 13, 2006, that it was closing its melt shop at its wire rod unit in Perth Amboy, New Jersey.

·                  The company will keep operating its rolling mill at that unit at the current output levels of approximately 500,000 tons per year of wire rod.

3




E-mail: inform@gerdau.com.br

 

Additional Information

This document and complementary information concerning the third quarter of 2006 are available at our site at www.gerdau.com.br/ri/ing.

·                  The rolling mill at Perth Amboy will be supplied with billets from other Gerdau units in the US and in Brazil.

·                  The closure of the melt shop resulted in costs of US$ 41.8 million before taxes, which are recorded in the third quarter, 2006. Of this total US$ 32.4 million were non-cash expenses resulting from the writing off of the melt shop assets and US$ 9.4 million in expenses with labor contracts and other charges.

·               Dividends (Interest on Capital Stock)

·                  Third quarter, 2006.

·                  Payment: November 30, 2006.

·                  Base Date: shares held on November 21 (ex-dividend on November 22).

·                  Metalúrgica Gerdau S.A. will pay R$ 110.4 million (R$ 0.60 per share – base 184,000,676 shares).

·                  Gerdau S.A. will pay R$ 231.9 million (R$ 0.35 per share – base 662,473,011 shares).

·                  Year-to-date:

·                  Metalúrgica Gerdau S.A.: R$ 305.9 million, with a yield (dividend per share/price of shares held on October 31) of 5.5%.

·                  Gerdau S.A.: R$ 663.2 million, with a yield of 4.1%.

·               Stock Buyback

·                  Period: May 26 to July 24.

·                  To keep in treasury to meet the needs of the Long Term Incentive Program and eventual cancellation.

·                  Paid with existing Profit Reserves.

·                  Metalúrgica Gerdau S.A. acquired 958,300 preferred shares, 63.9% of the total expected.

·                  Gerdau S.A. acquired 2,358,700 preferred shares, 78.6% of the total expected.

·               Stock Dividend

·                  Date of approval: March 31, 2006.

·                  50% at Metalúrgica Gerdau S.A. and 50% at Gerdau S.A., as a result of the capitalization of Profit Reserves of R$ 1.2 billion and of R$ 2.6 billion, respectively.

·                  New shares’ implied: R$ 20.01 for Metalúrgica Gerdau S.A. shares and R$ 11.70 for Gerdau S.A. shares.

·                  Base Date: share position held on April 12 (ex-stock dividend on April 13).

·                  Metalúrgica Gerdau S.A. went from 124.8 million shares issued to 187.1 million shares.

·                  Gerdau S.A. went from 445.1 million shares issued to 667.6 million shares.

·               Corporative Governance

·                  This year Gerdau took one more step towards perfecting its corporate governance. In compliance with the Brazilian corporate law, the minority shareholders of Gerdau S.A. elected, on April 27, a representative to the Board of

4




Directors.

·                  In continuing the adherence to the requirements of the Sarbanes-Oxley Act, Gerdau has, by means of its Integrated Risk Management process, evaluated risks and internal controls of processes and relevant locations. This process was started in 2004 and has reached its final stage with the beginning of the final tests at the two companies with shares traded at the NYSE (Gerdau S.A. and Gerdau Ameristeel Corporation).

·               Anefac-Fipecafi-Serasa Award

·                  Gerdau was for the seventh consecutive year among the 10 companies with the best accounting reports in 2005 awarded the “Prêmio Anefac-Fipecafi-Serasa - Transparency Award”.

·                  Companies eligible must be headquartered in Brazil and are selected among the largest and best 500 private corporations in the fields of retail, services, except financial services, and fifty largest state run companies.

·                  The criteria for evaluation are: quality of information, transparency, adoption of accounting principles, layout, readability, concision, clarity and disclosure of not legally required information such as Cash Flows, Value Added, EBITDA and Social Report.

·               Risk Rating (Rating)

·                  On June 29, Fitch Ratings increased the rating of the perpetual bond issued in September last year. It also raised the rating of a not yet issued 10-year bond.

·                  Fitch’s rating went from BB+ to BBB-, which means that both issues have reached investment grade.

·                  In parallel, Gerdau Açominas, one of the guarantors of the mentioned operations, also got its rating increased to investment grade to a BBB-. This is due to the fact that Gerdau Açominas is the issuer of a Secured Export Notes. The other operating units are not rated because they have no public placements.

·                  Gerdau S.A.’s (corporate) rating in foreign currency remains BB+ (stable).

·               Liquidity (Senior Liquidity Facility)

·                  Contract signing: On November 1, 2006

·                  Value: US$ 400 million

·                  Objective: provide the liability management program with aiming at improving its liquidity by means of an additional instrument to manage its exposure to market risks. This transaction contributes to minimizing the Company’s exposure to financial and capital markets liquidity reduction and is part of a Liability Management Program being implemented by the Company.

·                  Highlight: the inexistence of “material adverse change” clauses as a precedent condition to disbursements, which

5




ensures that Gerdau will have access to financing even in stressed market conditions.

·                  The borrower will be GTL Trade Finance Inc. guaranteed by Gerdau S.A., Gerdau Açominas S.A., Gerdau Aços Longos S.A., Gerdau Aços Especiais S.A. and Gerdau Comercial de Aços S.A.

·                  The program has an availability period of three years and a two-year payment period as of any effective disbursement. Costs are a Facility Fee of 0.27% p.a. and interest of Libor + 0.30% to 0.40% p.a. when actually withdrawn.

6




Third Quarter 2006 Performance

Gerdau S.A. - Consolidated

Output and Sales

·                  The output of crude steel reached 4.0 million tons in the third quarter of 2006, presenting an increase of 1.0% compared to that of the second quarter. Output in the nine months of the current year reached 11.8 million tons, 14.6% greater than the volume in the same period in 2005.

·                  The output of rolled products in the third quarter reached 3.4 million tons, surpassing the volume of the previous period by 3.8%. Year-to-date, output totaled 9.7 million, 21.2% greater than in the first nine months of 2005.

Output

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,000 metric tons)

 

3Q06

 

2Q06

 

Variation

 

9M06

 

9M05

 

Variation

 

Crude Steel (slabs, blooms and billets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Brazil

 

1,818

 

1,868

 

(2.7

)%

5,423

 

5,193

 

4.4

%

North America

 

1,787

 

1,789

 

(0.1

)%

5,248

 

4,725

 

11.1

%

South America

 

373

 

247

 

51.3

%

863

 

340

 

154.2

%

Europe

 

61

 

95

 

(35.6

)%

226

 

 

 

Total

 

4,039

 

3,999

 

1.0

%

11,760

 

10,258

 

14.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rolled Products

 

 

 

 

 

 

 

 

 

 

 

 

 

Brazil

 

1,141

 

1,178

 

(3.2

)%

3,423

 

2,972

 

15.2

%

North America

 

1,753

 

1,690

 

3.7

%

5,027

 

4,621

 

8.8

%

South America

 

420

 

300

 

40.3

%

1,009

 

373

 

170.5

%

Europe

 

50

 

74

 

(32.8

)%

193

 

 

 

Total

 

3,364

 

3,242

 

3.8

%

9,652

 

7,966

 

21.2

%

 

·                  It is worthwhile noting that the evolution presented by the South American operations is influenced by the consolidation of Siderperú since July. In North America volumes were also influenced by the inclusion of the Sheffield operation, acquired in June. In Europe, the reduction in output in the third quarter is the result of collective shutdowns that are traditional at this time of the year.

Output of Crude Steel (Slabs, blooms and billets)
(1,000 metric tons)

Output of Rolled Products
(1,000 metric tons)

7




·                  Consolidated sales in the third quarter totaled 3.7 million tons, presenting a reduction of 1.0% compared to the second quarter of the same year.

Consolidated Shipments (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,000 metric tons)

 

3Q06

 

2Q06

 

Variation

 

9M06

 

9M05

 

Variation

 

Brazil

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic market

 

1,043

 

972

 

7.3

%

2,996

 

2,655

 

12.8

%

Exports

 

461

 

503

 

(8.3

)%

1,591

 

2,139

 

(25.6

)%

Total

 

1,504

 

1,475

 

1.9

%

4,587

 

4,794

 

(4.3

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Abroad

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

1,714

 

1,849

 

(7.3

)%

5,234

 

4,915

 

6.5

%

South America

 

438

 

348

 

25.9

%

1,119

 

472

 

137.6

%

Europe

 

54

 

76

 

(29.2

)%

203

 

 

 

Total

 

2,206

 

2,273

 

(3.0

)%

6,556

 

5,387

 

21.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Total

 

3,710

 

3,748

 

(1.0

)%

11,143

 

10,181

 

9.5

%

 


(1)   Excluding shipments to subsidiaries

·                  The strong demand of long steel consumers in Brazil, especially civil construction, provided an increase on domestic sales of 7.3% in the third quarter relative to those of the second quarter this year.

·                  Exports, including intercompany shipments, totaled 637.1 thousand tons in the period, and generated revenues of US$ 305.5 million in the quarter.

Consolidated Shipments (1)
(1,000 metric tons)


(1) Excluding shipments to subsidiaries

Results

·                  Consolidated net revenues for the third quarter reached R$ 6.1 billion, 2.8% greater than those of the second quarter. This result is explained by the better performance of the operations in Brazil (shipments – domestic market plus exports – increased 1.9%) along with the consolidation of acquisitions in the second quarter – Sheffield, in the US, and Siderperú, in Peru.

·                  Net revenues of operations abroad added to those generated by exports from Brazil represented 66.7% of the consolidated net revenues in the third quarter of 2006.

Net Sales Revenue
(R$ million)

 

3Q06

 

2Q06

 

Variation

 

9M06

 

9M05

 

Variation

 

Brazil

 

2,533

 

2,167

 

16.9

%

7,179

 

7,750

 

(7.4

)%

North America

 

2,686

 

3,013

 

(10.9

)%

8,159

 

7,816

 

4.4

%

South America

 

684

 

503

 

36.0

%

1,664

 

793

 

109.8

%

Europe

 

166

 

218

 

(23.8

)%

583

 

 

 

Total

 

6,069

 

5,901

 

2.8

%

17,585

 

16,359

 

7.5

%

 

8




Net Sales Revenue per Ton
(R$ per metric ton)

Note: Prices on the chart are influenced by the eventual change in product mix and FX variations

Gross Margin

(%)

·                  Operating expenses in the third quarter (sales, general & administrative) totaled R$ 509.8 million, presenting a decrease of 3.9% compared to that of the second quarter. Comparing to net sales revenues there is a reduction from 9.0%, in the second quarter, to 8.4%, in the third quarter.

·                  EBITDA (gross profit minus cost of sales, general and administrative plus depreciation and amortization) reached R$ 1.5 billion in the third quarter, 9.3% greater than the amount obtained in the second quarter this year. EBITDA margin went to 25.5% against 24.0% in the previous quarter, benefiting from the reduction in operating expenses in the period.

EBITDA
(R$ million)

Note: EBITDA of companies abroad is influenced by FX variations in the period.

EBITDA Margin
(%)

9




 

EBITDA
(R$ million)

 

3Q06

 

2Q06

 

Variation

 

9M06

 

9M05

 

Variation

 

Brazil

 

844

 

756

 

11.6

%

2,245

 

2,534

 

(11.4

)%

North America

 

518

 

501

 

3.4

%

1,401

 

1,146

 

22.3

%

South America

 

145

 

111

 

30.6

%

364

 

193

 

88.6

%

Europe

 

40

 

47

 

(14.9

)%

121

 

 

 

Total

 

1,547

 

1,415

 

9.3

%

4,131

 

3,873

 

6.7

%

 

·                  Net financial expenses (financial expenses minus financial revenues) totaled R$ 151.7 million in the third quarter compared to R$ 18.0 million of the second quarter. This is due mainly to the increase in financial expenses in the period as a consequence of the calling of Gerdau Ameristeel debentures and of FX variations over debt in foreign currency by Brazilian operations.

EBTDA
(R$ million)

 

3Q06

 

2Q06

 

Variation

 

9M06

 

9M05

 

Variation

 

Gross profit

 

1,793

 

1,705

 

5.2

%

4,977

 

4,437

 

12.2

%

Cost of sales

 

(123

)

(133

)

(7.4

)%

(381

)

(372

)

2.4

%

General/administrative expenses

 

(387

)

(397

)

(2.7

)%

(1,221

)

(826

)

47.8

%

Depreciation & amortization

 

264

 

240

 

9.6

%

756

 

634

 

19.3

%

EBITDA

 

1,547

 

1,415

 

9.3

%

4,131

 

3,873

 

6.7

%

Net financial expenses (excluding FX and monetary variations)

 

(147

)

(28

)

425.0

%

(46

)

(166

)

(72.3

)%

FX and monetary variations

 

(5

)

10

 

 

251

 

356

 

(29.5

)%

EBTDA

 

1,395

 

1,397

 

(0.1

)%

4,336

 

4,063

 

6.7

%

 

·                  Equity pick up presented a positive variation of R$ 20.1 million in the quarter. This total results from the depreciation of the Brazilian currency relative to the currencies of some countries in which Gerdau maintains operations and to fiscal incentives and the amortization of goodwill in the period.

·                  R$ 93.9 million were recorded in the third quarter as Non-operating expenses resulting essentially from costs involved in the closure of the melt shop at the Perth Amboy, USA, operation.

·                  Net profit was R$ 882.0 million in the third quarter of 2006, 9.6% lower than that of the second quarter mainly due to the higher net financial expenses and non-operating expenses incurred in the period.

Net profit
(R$ million)

 

3Q06

 

2Q06

 

Variation

 

9M06

 

9M05

 

Variation

 

Brazil

 

548

 

614

 

(10.8

)%

1,719

 

1,932

 

(11.0

)%

North America

 

212

 

275

 

(22.9

)%

682

 

478

 

42.7

%

South America

 

109

 

58

 

88.4

%

229

 

105

 

118.1

%

Europe

 

13

 

29

 

(53.4

)%

60

 

 

 

Total

 

882

 

976

 

(9.6

)%

2,690

 

2,515

 

7.0

%

 

10




Investments

·                  Investments in fixed assets in the third quarter totaled US$ 300.0 million, mostly to increase existing capacity in several units based in Brazil and abroad. Year-to-date the total invested and the amounts paid for acquisitions – and their corresponding debt – totaled US$ 1.4 billion.

Investments
(US$ million)

 

3Q06

 

2Q06

 

9M06

 

Brazil

 

204.5

 

106.6

 

484.6

 

 

 

 

 

 

 

 

 

Abroad

 

95.5

 

60.5

 

215.5

 

North America

 

77.5

 

38.0

 

159.9

 

South America

 

11.7

 

12.8

 

39.6

 

Europe

 

6.3

 

9.7

 

16.0

 

 

 

 

 

 

 

 

 

Total in fixed assets

 

300.0

 

167.1

 

700.1

 

 

 

 

 

 

 

 

 

Acquisitions

 

 

 

349.6

 

697.5

 

North America

 

 

187.0

 

194.7

 

South America

 

 

162.6

 

162.6

 

Europe

 

 

 

340.2

 

 

 

 

 

 

 

 

 

Total

 

300.0

 

516.7

 

1,397.6

 

 


Note:  (1) Includes acquisitions in the period.

(2) Includes debt of the acquired companies in the period.

·                  On September 13, Corporación Sidenor, S.A., from Spain, in which Gerdau has a 40%, stake, signed a preliminary agreement to acquire all the capital stock of GSB Acero, S.A., a subsidiary of Sociedad CIE Automotive. GSB Acero, S.A. produces approximately 200 thousand tons of specialty long steel per year and is located in the region of Guipúzcoa, Spain. The parties involved expect to complete the negotiations throughout the last quarter of the current year.

Investments per Region
(3rd quarter, 2006)

·                  Gerdau Ameristeel concluded on November 1st the acquisition of a controlling stake in a joint venture formed with Pacific Coast Steel, Inc. and Bay Area Reinforcing. This joint venture, called Pacific Coast Steel, is one of the largest cut and bent steel suppliers in the US. They are specialized in cut and bend and the assembly of steel products in several construction projects in the states of California and Nevada. Pacific Coast Steel has more than 1,000 employees of which 800 are specialized in filed operations. The company runs four cut and bend units in California (San Diego, San Bernardino, Fairfield and Napa), totaling a nominal capacity of over 200 thousand tons per year. The cost of the acquisition of the controlling stake in Pacific Coast Steel will be of approximately US$ 104 million, including some long term liabilities.

Financial indebtedness

·                  Net debt at the end of September (loans and financing plus debentures minus cash and cash equivalents) was R$ 2.9 billion, 4.3% greater than that of June 30. Gerdau Ameristeel’s cash and cash equivalents suffered a reduction due to the payment of Sheffield’s Senior Secured Notes (US$ 88 million) and convertible debentures (Cdn$ 125 million) in the quarter.

11




·                  Taking gross debt (loans, financing and debentures), 25.0% were short term (R$ 2.1 billion) and 75.0% long term (R$ 6.4 billion).

·                  Gross debt on September 30 was composed of 24.9% in local currency, 45.5% in foreign currency contracted from Brazil and 29.6% in different currencies at subsidiaries abroad.

·                  Cash and cash equivalents on September 30 totaled R$ 5.6 billion, of which R$ 2.1 billion (37.4%) were indexed to foreign currencies, namely the US dollar.

Indebtedness
(R$ million)

 

09.30.2006

 

06.30.2006

 

09.30.2005

 

Short term

 

 

 

 

 

 

 

Domestic Currency - Brazil

 

472

 

444

 

237

 

Foreign Currency - Brazil

 

457

 

629

 

336

 

Companies Abroad

 

1,201

 

1,281

 

694

 

Total

 

2,130

 

2,354

 

1,267

 

 

 

 

 

 

 

 

 

Long Term

 

 

 

 

 

 

 

Domestic Currency - Brazil

 

1,648

 

1,511

 

1,536

 

Foreign Currency - Brazil

 

3,422

 

3,275

 

2,950

 

Companies Abroad

 

1,319

 

1,521

 

1,493

 

Total

 

6,389

 

6,307

 

5,979

 

 

 

 

 

 

 

 

 

Gross Debt

 

8,519

 

8,661

 

7,246

 

Cash & Cash Equivalents

 

5,629

 

5,890

 

4,692

 

 

 

 

 

 

 

 

 

Net Debt

 

2,890

 

2,771

 

2,554

 

 

·                  On September 30, the long term indebtedness payment schedule, including debentures, was as follows:

Year

 

R$ million

 

2007

 

275

 

2008

 

1,004

 

2009

 

800

 

2010

 

672

 

2011 and after

 

3,638

 

Total

 

6,389

 

 

·                  The main indebtedness indicators for Gerdau companies at the end of September were as follows:

Ratios

 

09.30.2006

 

06.30.2006

 

09.30.2005

 

Net debt / Total net capitalization

 

18.9

%

19.6

%

20.9

%

Gross Debt / EBITDA(1)

 

1.6x

 

1.8x

 

1.4x

 

Net Debt / EBITDA(1)

 

0.6x

 

0.6x

 

0.5x

 

 


(1) – Last twelve months

12




 

Non-consolidated Data

Metalúrgica Gerdau S.A.

·      Dividends (interest on capital stock) of the third quarter 2006

·      Payment on November 30, 2006 based on stock holdings on November 21 (ex-dividend on November 22).

·      Shareholders will be paid a total of R$ 110.4 million (R$ 0.60 per share).

·      Year-to-date: R$ 305.9 million, with a yield (dividend per share/price of share on October 31) of 5.5%.

Period

 

Dividends

 

Per share

 

Number of
shares

 

Payment
Date

 

 

 

(R$ million)

 

(R$)

 

(million)

 

 

 

1st quarter

 

96.2

 

0.52

 

185.0

 

05/25/06

 

2nd quarter

 

99.3

 

0.54

 

184.0

 

08/24/06

 

3rd quarter

 

110.4

 

0.60

 

184.0

 

11/30/06

 

Total

 

305.9

 

1.66

 

184.0

 

 

 

·      Stock Liquidity

·      Trading with Metalúrgica Gerdau S.A. (GOAU), at Bovespa, moved R$ 3.1 billion in the first nine months of 2006, 50.3% greater than that of the same period in 2005.

·      The average daily trade of preferred shares was R$ 15.5 million (R$ 9.6 million in the first nine months of 2005).

·      Volume traded increased 21.1% in the period, totaling 112,537 transactions through September this year.

·      The number of shares traded reached 69.3 million in the first nine months of 2006 compared to 48.9 million in the same period of 2005 (+41.6%).

BOVESPA (Base 100)

·      Through September, preferred shares had appreciated 16.1% compared to Ibovespa’s 8.9%.

·      Results

·      Net profit at Metalúrgica Gerdau S.A. reached R$ 347.8 million in the third quarter of 2006, equivalent to R$ 1.89 per share. This profit resulted essentially from equity pick up from investments in subsidiaries and was practically the same as that of the second quarter.

·      Year-to-date, the accumulated net profit reached R$ 1.0 billion (R$ 5.61 per share), 5.7% greater than the first nine months of 2005.

·      On September 30, the company’s shareholders’ equity was R$ 4.7 billion, representing a shareholders’ equity of R$ 25.34 per share.

Gerdau S.A.

·      Dividends (interest on capital stock) of the third quarter 2006

13




 

·      Payment on November 30, 2006 based on stock holdings on November 21 (ex-dividend on November 22).

·      Shareholders will be paid a total of R$ 231.9 million (R$ 0.35 per share).

·      Year-to-date: R$ 663.2 million, with a yield (dividend per share/price of share on October 31) of 4.1%.

Period

 

Dividends

 

Per share

 

Number of
shares

 

Payment
Date

 

 

 

(R$ million)

 

(R$)

 

(million)

 

 

 

1st quarter

 

199.4

 

0.30

 

664.7

 

05/25/06

 

2nd quarter

 

231.9

 

0.35

 

662.5

 

08/24/06

 

3rd quarter

 

231.9

 

0.35

 

662.5

 

11/30/06

 

Total

 

663.2

 

1.00

 

662.5

 

 

 

·      Stock Liquidity

·      São Paulo Stock Exchange

Trading with Gerdau S.A. (GGBR) shares moved R$ 8.3 billion in the first nine months of 2006, 17.6% greater than that of the same period in 2005.

The average daily trade of preferred shares was R$ 39.9 million (R$ 33.5 million in 2005).

There were 287,462 trades through September, 6.1% more than in the previous year.

The number of shares traded totaled 233.1 million in nine months, 1.3% greater than in the same period in 2005.

Through September, preferred shares appreciated 14.8% compared to Ibovespa’s 8.9%.

·      New York Stock Exchange (NYSE)

Gerdau S.A.’s ADRs (GGB) moved US$ 5.0 billion in the first nine moths of 2006, 129.3% more than in the same period in 2005.

The average daily trading of ADRs was US$ 26.2 million compared to US$ 11.4 million.

296.6 million ADRs were traded through September this year (166.5 million in the nine months of 2005).

·      Madrid Stock Exchange (Latibex)

Gerdau S.A. (XGGB) preferred shares traded totaled 1.5 million during the first nine months of 2006.

These trades moved € 20.6 million in 2006 compared to € 19.5 million through September last year.

·      From October 2005 to September 2006, the evolution of stock quotes of preferred shares at Bovespa and the NYSE was as follows:

14




 

 

BOVESPA
(Base 100)

 

NYSE
(Base 100)

·      Results

·      Gerdau S.A.’s net profit reached R$ 719.2 million in the third quarter of 2006, equivalent to R$ 1.09 per share. This profit is essentially the result of equity pick up from investments in subsidiaries and was 9.7% lower than that of the second quarter.

·      Year-to-date, net profit accumulated R$ 2.2 billion (R$ 3.31 per share), 2.6% greater than the first nine months of 2005.

·      The company’s shareholders’ equity on September 30, 2006, was R$ 9.7 billion, representing a shareholders’ equity of R$ 14.71 per share.

Gerdau Ameristeel Corporation

·      The company paid second quarter 2006 dividends of US$ 0.02 per share on September 1, based on stock holdings on August 17. Third quarter dividends of US$ 0.02 per share will be paid on December 7, based on stock holdings on November 22.

·      Stock Liquidity

·      Toronto Stock Exchange

Gerdau Ameristeel (GNA.TO) shares moved Cdn$ 860.7 million in the first nine months of 2006, 46.5% more than in the same period in 2005.

The average daily trading was of Cdn$ 4.6 million.

There were 85.2 million shares traded (87.1 million in the same period of the previous year).

·      New York Stock Exchange (NYSE)

Gerdau Ameristeel (GNA) shares moved US$ 753.2 million in the first nine months of 2006, 96.3% more than in the same period in 2005.

The average daily trading was of US$ 4.0 million.

There were 83.6 million shares traded (68.6 million in the same period of the previous year).

·      From October 2005 to September 2006, the evolution of stock quotes of preferred shares at the Toronto Stock Exchange and at the New York Stock Exchange was as follows:

15




 

TORONTO STOCK EXCHANGE
(Base 100)

 

NYSE
(Base 100)

 

 

 

 

·      Results

·      Net revenue adjusted to Brazilian GAAP was R$ 2.7 billion in the third quarter of 2006, 10.9% less than in the second quarter of 2006. Year-to-date, the accumulated net revenue reached R$ 8.2 billion, 4.4% greater than in the first nine months of 2005.

·      EBITDA adjusted to Brazilian GAAP reached R$ 518.1 million in the period from July to September this year, 3.5% superior to that of the months of April through June. EBITDA margin went from 16.6% to 19.3%. Through September, EBITDA totaled R$ 1.4 billion and the margin was 17.2%.

·      Net profit reached R$ 211.8 million in the third quarter, compared to R$ 274.6 million, in the second quarter of 2006. Net profit for the first nine months totaled R$ 681.8 million.

MANAGEMENT

 

16




 

GERDAU S.A. - Consolidated

BALANCE SHEET

 

Corporate Law - R$ thousands

 

Sep. 2006

 

Jun. 2006

 

TOTAL ASSETS

 

25,888,126

 

24,845,189

 

Current assets

 

13,590,534

 

13,309,740

 

Cash and cash & equivalents

 

994,665

 

1,328,115

 

Trade accounts receivable

 

2,542,462

 

2,644,257

 

Taxes recoverable

 

445,121

 

330,227

 

Short-term investments

 

4,633,990

 

4,502,449

 

Inventories

 

4,530,720

 

4,073,013

 

Deferred income tax & other

 

443,576

 

431,679

 

Long-term receivables

 

1,209,656

 

1,267,760

 

Deferred income tax and Other

 

1,209,656

 

1,267,760

 

Permanent assets

 

11,087,936

 

10,267,689

 

Investments

 

346,293

 

355,932

 

Fixed assets

 

10,669,787

 

9,839,332

 

Deferred

 

71,856

 

72,425

 

 

Corporate Law - R$ thousands

 

Sep. 2006

 

Jun. 2006

 

TOTAL LIABILITIES

 

25,888,126

 

24,845,189

 

Current liabilities

 

5,519,949

 

5,507,658

 

Loans and Financing

 

2,128,976

 

2,129,656

 

Debentures

 

1,255

 

224,443

 

Trade accounts payable

 

2,000,569

 

1,970,740

 

Taxes payable

 

471,864

 

340,105

 

Deferred income tax & other

 

917,285

 

842,714

 

Long-term liabilities

 

7,939,734

 

7,725,726

 

Loans and Financing

 

5,596,935

 

5,511,051

 

Debentures

 

791,442

 

795,585

 

Deferred income tax & other

 

1,551,357

 

1,419,090

 

Minority Shareholders

 

2,685,699

 

2,326,706

 

Shareholders’ equity

 

9,742,744

 

9,285,099

 

Capital stock

 

7,810,453

 

7,810,453

 

Capital reserves

 

376,873

 

376,873

 

Profit reserves

 

11,307

 

41,029

 

Retained earnings

 

1,544,111

 

1,056,744

 

 

17




 

GERDAU S.A. - Consolidated

FINANCIAL STATEMENT

 

Corporate Law - R$ thousands

 

3Q2006

 

2Q2006

 

3Q2005

 

9M2006

 

9M2005

 

GROSS SALES REVENUE

 

7,106,650

 

6,864,110

 

6,167,559

 

20,587,707

 

19,550,541

 

Deductions of gross revenue

 

(1,037,245

)

(962,842

)

(1,075,399

)

(3,003,046

)

(3,191,100

)

Net sales revenue

 

6,069,405

 

5,901,268

 

5,092,160

 

17,584,661

 

16,359,441

 

Cost of sales

 

(4,276,061

)

(4,196,304

)

(3,725,953

)

(12,607,679

)

(11,922,805

)

Gross profit

 

1,793,344

 

1,704,964

 

1,366,207

 

4,976,982

 

4,436,636

 

Selling expenses

 

(122,935

)

(132,749

)

(127,980

)

(380,471

)

(371,708

)

General and administrative expenses

 

(386,860

)

(397,607

)

(305,329

)

(1,221,424

)

(825,547

)

Financial income

 

102,594

 

186,135

 

168,509

 

587,537

 

245,205

 

Financial expenses

 

(254,274

)

(204,098

)

21,784

 

(382,772

)

(55,552

)

Other operating income (expenses), net

 

869

 

23,168

 

(8,470

)

84,583

 

61,819

 

Equity pick-up

 

20,132

 

12,130

 

(104,925

)

(164,966

)

(327,119

)

Operating profit

 

1,152,870

 

1,191,943

 

1,009,796

 

3,499,469

 

3,163,734

 

Non-operating income (expenses), net

 

(93,926

)

14,814

 

(5,660

)

(67,266

)

299,853

 

Profit before taxes/participation

 

1,058,944

 

1,206,757

 

1,004,136

 

3,432,203

 

3,463,587

 

Provision for income tax

 

(284,365

)

(231,380

)

(189,028

)

(774,113

)

(764,955

)

Deferred income tax

 

105,054

 

6,452

 

2,399

 

40,978

 

(165,086

)

Statutory participation

 

2,354

 

(5,891

)

(5,907

)

(8,687

)

(18,801

)

Net Profit for the period

 

881,987

 

975,938

 

811,600

 

2,690,381

 

2,514,745

 

 

 

 

 

 

 

 

 

 

 

 

 

Controlling Shareholders

 

719,233

 

796,177

 

700,517

 

2,195,425

 

2,138,941

 

Minority Shareholders

 

162,754

 

179,761

 

111,083

 

494,956

 

375,804

 

 

GERDAU S.A. - Consolidated

CASH FLOW

 

Corporate Law - R$ thousands

 

3Q2006

 

2Q2006

 

3Q2005

 

9M2006

 

9M2005

 

NET INCOME

 

881,987

 

975,938

 

811,600

 

2,690,381

 

2,514,745

 

Equity pick up

 

(20,132

)

(12,130

)

104,925

 

164,966

 

327,119

 

Provision for credit risk

 

4,016

 

4,944

 

1,980

 

16,819

 

(5,808

)

Gain/Loss in fixed asset disposal

 

72,414

 

(10,925

)

5,368

 

50,010

 

5,968

 

Gain/Loss in disposal/incorporation of investment

 

109

 

(3,571

)

88

 

(3,606

)

(305,843

)

Monetary and exchange rate variation (1)

 

30,983

 

(3,968

)

(195,599

)

(210,195

)

(355,670

)

Depreciation and amortization

 

263,559

 

240,425

 

212,325

 

756,207

 

633,905

 

Income tax

 

(114,087

)

12,746

 

(13,627

)

2,393

 

121,865

 

Interest paid

 

157,671

 

205,282

 

134,392

 

519,328

 

362,647

 

Contingencies/legal deposits

 

(14,899

)

(11,605

)

(3,793

)

(4,054

)

(15,597

)

Changes in trade account receivable

 

161,754

 

(192,221

)

(19,925

)

(364,906

)

118,285

 

Changes in inventories

 

(302,807

)

(164,377

)

279,382

 

(154,918

)

171,683

 

Changes in trade accounts payable

 

(28,008

)

244,007

 

(42,268

)

154,280

 

(235,678

)

Other accounts in operating activities

 

(170,675

)

(116,300

)

64,113

 

(346,690

)

168,433

 

Net cash provided by operating activities

 

921,886

 

1,168,245

 

1,338,961

 

3,270,016

 

3,506,054

 

Fixed assets acquisitons/ disposals

 

(654,820

)

(576,308

)

(333,417

)

(1,729,160

)

(1,160,805

)

Deferred charges

 

474

 

(1,797

)

(8,523

)

(4,666

)

(22,618

)

Investments acquisitions/ disposals

 

4,208

 

(419,706

)

(116,329

)

(851,464

)

(116,311

)

Cash (applied to) investing activities

 

(650,138

)

(997,811

)

(458,269

)

(2,585,290

)

(1,299,734

)

Fixed assets suppliers

 

41,484

 

19,815

 

25,932

 

55,683

 

(26,732

)

Debentures

 

(273,399

)

(90,224

)

(20,918

)

(403,669

)

(10,127

)

Proceeds from fixed assets financing

 

1,125,336

 

361,346

 

1,666,789

 

2,568,179

 

1,785,733

 

Payments of fixed assets financing

 

(1,092,219

)

157,670

 

(69,386

)

(1,706,147

)

(398,602

)

Interest paid for financing

 

(144,687

)

(120,192

)

(76,918

)

(395,544

)

(291,902

)

Inter companies loans

 

42,757

 

(41,901

)

(7,527

)

3,237

 

(10,343

)

Capital increase/Treasury stock

 

64,883

 

(7,951

)

(3,712

)

74,421

 

536,345

 

Dividend/ interest & statutory particip, payment

 

(197,849

)

(230,578

)

(246,231

)

(810,570

)

(839,307

)

Cash provided by (applied to) financing activities

 

(433,694

)

47,985

 

1,268,029

 

(614,410

)

745,065

 

Net change in cash

 

(161,946

)

218,419

 

2,148,721

 

70,316

 

2,951,385

 

Cash balance

 

 

 

 

 

 

 

 

 

 

 

At the beginning of the period

 

5,830,564

 

5,480,028

 

2,627,131

 

5,464,692

 

2,041,968

 

Effect of exchange rate changes on cash

 

22,620

 

9,267

 

(116,584

)

(133,703

)

(340,056

)

Opening balance of incorporated companies for the year

 

(62,583

)

122,850

 

32,416

 

227,350

 

38,387

 

At the end of the period

 

5,628,655

 

5,830,564

 

4,691,684

 

5,628,655

 

4,691,684

 

Cash composition

 

 

 

 

 

 

 

 

 

 

 

Short-term investments

 

4,633,990

 

4,502,449

 

4,457,402

 

4,633,990

 

4,457,402

 

Cash & cash equivalents

 

994,665

 

1,328,115

 

234,282

 

994,665

 

234,282

 

 


(1) Includes gain/loss on derivative instruments

 

This press release can contain statements which constitute forward-looking statements. Such forward-looking statements are dependent on estimates, data or methods that may be incorrect or imprecise and that may be incapable of being realized. These estimates also are subject to risk, uncertainties and suppositions and include, among other, overall economic, political and commercial environment, in Brazil and in the markets we are present in addition to government regulations, present and future. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. The Company does not undertake, and specifically disclaims any obligation to update any forward-looking statements, which speak only as of the date made.

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