EX-99.1 2 a11-25137_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GERDAU S.A.

Condensed consolidated interim financial statements as of June 30, 2011

 



 

GERDAU S.A.

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands of Brazilian Reais (R$)

(Unaudited)

 

 

 

Note

 

June 30, 2011

 

December 31, 2010

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

4

 

1,182,403

 

1,061,034

 

Short-term investments

 

 

 

 

 

 

 

Held for Trading

 

4

 

2,906,309

 

1,105,902

 

Available for sale

 

4

 

6,943

 

9,559

 

Trade accounts receivable - net

 

5

 

3,891,643

 

3,153,027

 

Inventories

 

6

 

7,080,608

 

6,797,785

 

Tax credits

 

 

 

504,748

 

586,056

 

Unrealized gains on derivatives

 

13

 

 

783

 

Other current assets

 

 

 

240,273

 

231,798

 

 

 

 

 

15,812,927

 

12,945,944

 

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

Long-term investments

 

4

 

25,107

 

26,797

 

Tax credits

 

 

 

405,480

 

401,222

 

Deferred income taxes

 

7

 

1,315,431

 

1,579,011

 

Related-parties

 

15

 

161,186

 

35,037

 

Unrealized gains on derivatives

 

13

 

6,578

 

5,529

 

Judicial deposits

 

 

 

595,812

 

493,502

 

Other non-current assets

 

 

 

238,410

 

177,143

 

Prepaid pension cost

 

 

 

527,310

 

437,072

 

Investments in associates and jointly-controlled entities

 

8

 

1,269,142

 

1,264,520

 

Other investments

 

8

 

19,157

 

19,002

 

Goodwill

 

10

 

7,744,932

 

8,158,098

 

Other Intangibles

 

 

 

1,115,516

 

1,176,823

 

Property, plant and equipment, net

 

9

 

15,799,108

 

16,171,560

 

 

 

 

 

29,223,169

 

29,945,316

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

45,036,096

 

42,891,260

 

 

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

 



 

GERDAU S.A.

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands of Brazilian Reais (R$)

(Unaudited)

 

 

 

Note

 

June 30, 2011

 

December 31, 2010

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Trade accounts payable

 

 

 

2,817,515

 

1,783,274

 

Short-term debt

 

11

 

1,288,915

 

1,577,968

 

Debentures

 

12

 

 

115,069

 

Taxes payable

 

 

 

599,788

 

524,967

 

Payroll and related liabilities

 

 

 

520,156

 

475,237

 

Dividends payable

 

 

 

 

90,289

 

Environmental liabilities

 

 

 

22,151

 

29,191

 

Unrealized losses on derivatives

 

13

 

193

 

 

Put options on non-controlling interests

 

13-f

 

35,173

 

 

Other current liabilities

 

 

 

421,250

 

425,905

 

 

 

 

 

5,705,141

 

5,021,900

 

 

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

Long-term debt

 

11

 

9,906,060

 

12,360,056

 

Debentures

 

12

 

712,543

 

616,902

 

Related-parties

 

15

 

11

 

722

 

Deferred income taxes

 

7

 

1,885,345

 

2,270,849

 

Unrealized losses on derivatives

 

13

 

11,373

 

92,476

 

Provision for tax, civil and labor liabilities

 

14

 

725,072

 

645,375

 

Environmental liabilities

 

 

 

45,302

 

42,902

 

Employee benefits

 

 

 

720,192

 

834,471

 

Put options on non-controlling interests

 

13-f

 

485,655

 

516,706

 

Other non-current liabilities

 

 

 

333,599

 

341,286

 

 

 

 

 

14,825,152

 

17,721,745

 

 

 

 

 

 

 

 

 

EQUITY

 

16

 

 

 

 

 

Capital

 

 

 

19,249,181

 

15,651,352

 

Treasury stocks

 

 

 

(227,898

)

(161,405

)

Legal reserve

 

 

 

307,329

 

307,329

 

Stock options

 

 

 

32,802

 

22,700

 

Other reserves

 

 

 

(2,240,974

)

(1,884,002

)

Retained earnings

 

 

 

5,922,256

 

5,534,468

 

EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT

 

 

 

23,042,696

 

19,470,442

 

 

 

 

 

 

 

 

 

NON-CONTROLLING INTERESTS

 

 

 

1,463,107

 

677,173

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

24,505,803

 

20,147,615

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

 

 

45,036,096

 

42,891,260

 

 

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

 



 

GERDAU S.A.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

In thousands of Brazilian Reais (R$)

 

 

 

 

 

for the three months period ended

 

for the six months period ended

 

 

 

Note

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

NET SALES

 

 

 

9,009,867

 

8,295,748

 

17,373,658

 

15,403,334

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

20

 

(7,606,316

)

(6,481,762

)

(14,805,378

)

(12,182,041

)

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

 

1,403,551

 

1,813,986

 

2,568,280

 

3,221,293

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling expenses

 

20

 

(157,147

)

(137,924

)

(295,371

)

(259,149

)

General and administrative expenses

 

20

 

(431,654

)

(475,658

)

(872,920

)

(857,719

)

Other operating income

 

20

 

57,120

 

9,910

 

102,449

 

48,518

 

Other operating expenses

 

20

 

(39,444

)

(8,555

)

(49,367

)

(25,006

)

Equity in earnings of unconsolidated companies

 

 

 

45,529

 

45,926

 

79,453

 

61,228

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME BEFORE FINANCIAL INCOME (EXPENSES) AND TAXES

 

 

 

877,955

 

1,247,685

 

1,532,524

 

2,189,165

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial income

 

21

 

106,606

 

71,680

 

164,747

 

147,482

 

Financial expenses

 

21

 

(253,445

)

(302,332

)

(508,945

)

(555,534

)

Exchange variations, net

 

21

 

(202

)

(25,591

)

25,683

 

(96,436

)

Gain and losses on derivatives, net

 

21

 

(69,654

)

1,019

 

(69,523

)

2,468

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME BEFORE TAXES

 

 

 

661,260

 

992,461

 

1,144,486

 

1,687,145

 

 

 

 

 

 

 

 

 

 

 

 

 

Income and social contribution taxes

 

 

 

 

 

 

 

 

 

 

 

Current

 

7

 

(173,399

)

(200,400

)

(296,959

)

(386,364

)

Deferred

 

7

 

15,336

 

63,908

 

65,109

 

127,932

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

 

 

503,197

 

855,969

 

912,636

 

1,428,713

 

 

 

 

 

 

 

 

 

 

 

 

 

ATTRIBUTED TO:

 

 

 

 

 

 

 

 

 

 

 

Owners of the parent

 

 

 

468,996

 

733,056

 

859,799

 

1,237,321

 

Non-controlling interests

 

 

 

34,201

 

122,913

 

52,837

 

191,392

 

 

 

 

 

503,197

 

855,969

 

912,636

 

1,428,713

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share - preferred and common - R$

 

17

 

0.28

 

0.52

 

0.54

 

0.87

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share - preferred and common - R$

 

17

 

0.28

 

0.52

 

0.54

 

0.87

 

 

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

 



 

GERDAU S.A.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

in thousands of Brazilian Reais (R$)

(Unaudited)

 

 

 

For the Three-month periods ended

 

For the Six-month periods ended

 

 

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

Net income for the period

 

 

 

503,197

 

 

 

855,969

 

 

 

912,636

 

 

 

1,428,713

 

Cumulative translation difference

 

 

 

(502,541

)

 

 

(124,629

)

 

 

(703,923

)

 

 

60,082

 

Net unrealized gains with pension plan, gross of tax R$ 21,502 and R$ 21,502, respectively

 

 

 

84,744

 

 

 

 

 

 

84,744

 

 

 

 

Unrealized Gains (Losses) on net investment hedge

 

 

 

194,817

 

 

 

(30,750

)

 

 

297,942

 

 

 

(90,450

)

Cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized Losses, gross of tax of R$ (3,307), R$ (252), R$ (8,530) and R$ (13,247), respectively

 

(8,530

)

 

 

(993

)

 

 

(22,156

)

 

 

(34,922

)

 

 

Reduced by: reclassification adjustments of gains included in net income, gross of tax of R$ 29,970, R$ 5,276,R$ 29,970 and R$ 5,571, respectively

 

77,844

 

69,314

 

18,981

 

17,988

 

77,844

 

55,688

 

19,874

 

(15,048

)

Unrealized Losses on available for sale securities, gross of tax of R$ 31, R$ (450) e R$ (55), respectively

 

 

 

 

 

 

88

 

 

 

(1,294

)

 

 

(192

)

Income tax relating to components of other comprehensive income

 

 

 

(48,165

)

 

 

(5,055

)

 

 

(42,492

)

 

 

7,731

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period, net of tax

 

 

 

301,366

 

 

 

713,611

 

 

 

603,301

 

 

 

1,390,836

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owners of the parent

 

 

 

267,596

 

 

 

537,514

 

 

 

562,924

 

 

 

1,138,601

 

Non-controlling interests

 

 

 

33,770

 

 

 

176,097

 

 

 

40,377

 

 

 

252,235

 

 

 

 

 

301,366

 

 

 

713,611

 

 

 

603,301

 

 

 

1,390,836

 

 

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

 



 

GERDAU S.A.

CONDENSED STATEMENTS OF CHANGES IN EQUITY

in thousands of  Brazilian Reais (R$)

(Unaudited)

 

 

 

Attributed to parent company’s interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other reserves

 

 

 

 

 

 

 

 

 

Capital

 

Treasury
stock

 

Legal
reserve

 

Stock
option

 

Retained
earnings

 

Gains and losses
on available for
sale securities

 

Gains and losses
on net
investment
hedge

 

Gains and
losses on
derivatives

 

Cumulative
translation
difference

 

Total parent company’s
interest

 

Non-controlling
interests

 

Total Shareholder’s
Equity

 

Balance as of January 1, 2010

 

14,184,805

 

(124,685

)

200,205

 

9,018

 

5,578,045

 

1,952

 

259,650

 

(22,147

)

(1,579,370

)

18,507,473

 

3,497,320

 

22,004,793

 

2010 Changes in Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

 

 

 

 

1,237,321

 

 

 

 

 

1,237,321

 

191,392

 

1,428,713

 

Other comprehensive income (loss) recognized in the period

 

 

 

 

 

 

(126

)

(90,450

)

(2,124

)

(6,020

)

(98,720

)

60,843

 

(37,877

)

Total comprehensive income (loss) recognized in the period

 

 

 

 

 

1,237,321

 

(126

)

(90,450

)

(2,124

)

(6,020

)

1,138,601

 

252,235

 

1,390,836

 

Stock option expenses recognized in the period

 

 

 

 

6,820

 

 

 

 

 

 

6,820

 

 

6,820

 

Stock option exercised during the period

 

 

3,786

 

 

(1,199

)

 

 

 

 

 

2,587

 

 

2,587

 

Dividends/interest on capital

 

 

 

 

 

(170,297

)

 

 

 

 

(170,297

)

(31,768

)

(202,065

)

Non-controlling interest on consolidated entities

 

 

 

 

 

(7,384

)

 

 

 

 

(7,384

)

59,293

 

51,909

 

Put options

 

 

 

 

 

 

 

 

 

 

 

17,613

 

17,613

 

Treasury stock

 

 

(44,620

)

 

 

 

 

 

 

 

(44,620

)

 

(44,620

)

Balance as of June 30, 2010

 

14,184,805

 

(165,519

)

200,205

 

14,639

 

6,637,685

 

1,826

 

169,200

 

(24,271

)

(1,585,390

)

19,433,180

 

3,794,693

 

23,227,873

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 01, 2011

 

15,651,352

 

(161,405

)

307,329

 

22,700

 

5,534,468

 

2,706

 

390,400

 

(33,733

)

(2,243,375

)

19,470,442

 

677,173

 

20,147,615

 

2011 Changes in Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

 

 

 

 

859,799

 

 

 

 

 

859,799

 

52,837

 

912,636

 

Other comprehensive income (loss) recognized in the period

 

 

 

 

 

60,097

 

(844

)

289,025

 

33,733

 

(678,886

)

(296,875

)

(12,460

)

(309,335

)

Total comprehensive income (loss) recognized in the period

 

 

 

 

 

919,896

 

(844

)

289,025

 

33,733

 

(678,886

)

562,924

 

40,377

 

603,301

 

Capital increase by issuance of chares

 

3,597,829

 

 

 

 

 

 

 

 

 

3,597,829

 

 

3,597,829

 

Dividends/interest on capital

 

 

 

 

 

(102,228

)

 

 

 

 

(102,228

)

(6,932

)

(109,160

)

Stock option expenses recognized in the period

 

 

 

 

11,639

 

 

 

 

 

 

11,639

 

103

 

11,742

 

Stock option exercised during the period

 

 

3,735

 

 

(1,537

)

 

 

 

 

 

2,198

 

 

2,198

 

Effects of interest changes in subsidiaries

 

 

 

 

 

(429,880

)

 

 

 

 

(429,880

)

744,323

 

314,443

 

Put options

 

 

 

 

 

 

 

 

 

 

 

8,063

 

8,063

 

Treasury stock

 

 

(70,228

)

 

 

 

 

 

 

 

(70,228

)

 

(70,228

)

Balance as of June 30, 2011

 

19,249,181

 

(227,898

)

307,329

 

32,802

 

5,922,256

 

1,862

 

679,425

 

 

(2,922,261

)

23,042,696

 

1,463,107

 

24,505,803

 

 

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

 



 

GERDAU S.A.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

In thousands of Brazilian Reais (R$)

(Unaudited)

 

 

 

 

 

for the six-month periods ended

 

 

 

Note

 

June 30, 2011

 

June 30, 2010

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net income for the period

 

 

 

912,636

 

1,428,713

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

20

 

878,436

 

931,841

 

Equity in earnings of unconsolidated companies

 

8

 

(79,453

)

(61,228

)

Exchange variation, net

 

21

 

(25,683

)

96,436

 

Losses (Gains) on derivatives, net

 

21

 

69,523

 

(2,468

)

Post-employment benefits

 

 

 

62,707

 

6,712

 

Stock based remuneration

 

 

 

6,537

 

24,909

 

Income tax

 

7

 

231,850

 

258,432

 

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

 

 

 

18,540

 

(2,842

)

Allowance (Reversal) for doubtful accounts

 

 

 

23,373

 

(494

)

Provision for tax, labor and civil claims

 

 

 

79,591

 

107,559

 

Interest income on investments

 

21

 

(93,569

)

(101,484

)

Interest expense on loans

 

21

 

403,864

 

427,056

 

Provision for net realisable value adjustment in inventory

 

6

 

24,509

 

8,857

 

Reversal of net realisable value adjustment in inventory

 

6

 

(63,763

)

(58,460

)

 

 

 

 

2,449,098

 

3,063,539

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

Increase in trade accounts receivable

 

 

 

(850,533

)

(944,107

)

Increase in inventories

 

 

 

(414,971

)

(1,354,712

)

Increase in trade accounts payable

 

 

 

1,071,055

 

600,885

 

Increase in other receivables

 

 

 

(61,788

)

(57,012

)

Increase in other payables

 

 

 

109,248

 

76,391

 

Distributions from joint-controlled entities

 

 

 

28,930

 

41,890

 

Purchases of trading securities

 

 

 

(3,654,143

)

(51,381

)

Proceeds from maturities and sales of trading securities

 

 

 

1,946,400

 

802,247

 

Cash provided by operating activities

 

 

 

623,296

 

2,177,740

 

 

 

 

 

 

 

 

 

Interest paid on loans and financing

 

 

 

(391,402

)

(157,023

)

Income and social contribution taxes paid

 

 

 

(192,824

)

(260,204

)

Net cash provided by operating activities

 

 

 

39,070

 

1,760,513

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

9

 

(673,022

)

(453,583

)

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

 

 

 

2,018

 

4,854

 

Additions to other intangibles

 

 

 

(72,810

)

(2,534

)

Purchases of available for sale securities

 

 

 

(723,285

)

(520,819

)

Proceeds from sales of available for sale securities

 

 

 

713,069

 

189,510

 

Net cash used in investing activities

 

 

 

(754,030

)

(782,572

)

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Capital increase

 

 

 

3,874,329

 

 

Purchase of own shares

 

 

 

(66,493

)

(44,620

)

Dividends and interest on capital paid

 

 

 

(200,016

)

(721,265

)

Payment of loans and financing fees

 

 

 

(3,101

)

(2,987

)

Proceeds from loans and financing

 

 

 

697,343

 

914,866

 

Repayment of loans and financing

 

 

 

(3,285,690

)

(1,328,791

)

Intercompany loans, net

 

 

 

(136,814

)

591

 

Net cash provided by /(used in) financing activities

 

 

 

879,558

 

(1,182,206

)

 

 

 

 

 

 

 

 

Exchange variation on cash and cash equivalents

 

 

 

(43,229

)

(12,410

)

 

 

 

 

 

 

 

 

Increase (Decrease) in cash and cash equivalents

 

 

 

121,369

 

(216,675

)

Cash and cash equivalents at beginning of period

 

 

 

1,061,034

 

2,091,944

 

Cash and cash equivalents at end of period

 

 

 

1,182,403

 

1,875,269

 

 

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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

(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, and is a company in the Gerdau Group, which comprises subsidiaries, associates and jointly-controlled entities engaged in the production and sale of steel products from plants located in Brazil, Argentina, Chile, Colombia, Guatemala, Mexico, Peru, Dominican Republic, Uruguay, Venezuela, United States, Canada, Spain, and India. The Gerdau Group started its path of expansion over a century ago and it is one of the main players in the process of consolidating the global steel industry. The Company produces common long steel, special steels and flat steels, mainly through the production process in electric furnaces using scrap and pig iron that are mostly purchased in the region in which each plant operates (mini-mill concept), and also produces steel from iron ore (through blast furnaces and direct reduction). Its products serve the sectors of civil construction, industry, automotive and agriculture.

 

The Condensed Consolidated Interim Financial Statements of Gerdau S.A and subsidiaries (collectively referred to as the “Company”) were approved by the Disclosure Committee on August 03, 2011.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

 

2.1 - Basis of Presentation

 

The Company’s Condensed Consolidated Interim Financial Statements for the three-month and six-month periods ended June 30, 2011 have been prepared in accordance with the International Accounting Standard (IAS) Nº 34, that establishes the content of a condensed interim financial statement. These Condensed Consolidated Interim Financial Statements should be read in conjunction with the Consolidated Financial Statements of Gerdau S.A., as of December 31, 2010, which were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board - IASB.

 

The preparation of the Condensed Consolidated Interim Financial Statements in accordance with IAS 34 requires Management to make accounting estimates. The Condensed Consolidated Interim Financial Statements have been prepared using the historical cost as its basis, except for the valuation of certain financial instruments and biological assets, which are measured at fair value.

 

The same accounting policies and methods of calculation were used in these Condensed Consolidated Interim Financial Statements as they were applied in the Consolidated Financial Statements as of December 31, 2010, except, where applicable, for the impact of the adoption of standards and interpretations of rules described below:

 

2.2 — New IFRS and Interpretations of the IFRIC (International Financial Reporting Interpretations Committee)

 

Some new IASB accounting procedures and IFRIC interpretations were issued and/or reviewed and have their optional or mandatory adoption for the period beginning on January 1, 2011. The Company’s assessment on the impact of these new procedures and interpretations is as follows:

 

Standards and Interpretations in force and or adopted in advance

 

IAS 32 — IFRS Classification of Rights Issues: Amendment to IAS 32

 

In October 2009, the IASB revised IAS 32, which deals with contracts that will or may be settled in the entity’s own equity instruments and establish that rights, options or warrants to acquire a fixed number of the entity’s own equity instruments for a fixed amount of any currency are equity instruments. This change is effective for years beginning on or after February 1, 2010. The adoption of this revised standard did not have an impact in the Company’s Consolidated Financial Statements.

 

IFRS 1 and IFRS 7— Limited Exemption from Comparative IFRS 7 Disclosures for First-time Adopters

 

In January 2010, the IASB amended IFRS 1 and IFRS 7, which deal with aspects of comparative information disclosure of financial instruments. These changes are effective for years beginning on or after July 1, 2010. The adoption of these changes did not have an impact in the Company’s Consolidated Financial Statements.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

IFRIC 19 — Extinguishing Financial Liabilities with Equity Instruments

 

In November 2009, the IFRIC issued the interpretation IFRIC 19, which deals with the issuance of equity instruments by an entity to its creditor with the objective of settling financial liabilities. This interpretation is effective for years beginning on or after July 1, 2010. The adoption of this interpretation did not have an impact in the Company’s Consolidated Financial Statements.

 

IAS 24 —Related Party Disclosures

 

In November 2009, the IASB revised IAS 24, which deals with disclosures of transactions with related parties and relationships between parents and subsidiaries. This change is effective for years beginning on or after January 1, 2011. The adoption of this revised standard did not have an impact in the Company’s Consolidated Financial Statements.

 

IFRIC 14 — Prepayments of a Minimum Funding requirement — Amendments to IFRIC 14

 

In November 2009, the IFRIC amended IFRIC 14, which is applied in limited circumstances when an entity is subject to minimum funding requirements and makes a prepayment of contributions to cover these requirements. These changes are effective for annual reporting periods beginning on or after January 1, 2011. The adoption of these changes did not have any impact in the Company’s Consolidated Financial Statements.

 

IFRS Annual improvements of May 2010

 

In May 2010, the IASB revised various standards and interpretations as follows: IFRS 1, IFRS 3, IFRS 7, IAS 1, IAS 27, IAS 34 and IFRIC 13. The change in the standard IFRS 3 is effective for years beginning on or after July 1, 2010. The other changes in standards are effective for years beginning on or after January 1, 2011. The effects related to the adoption of these changes did not impact the Company Consolidated Financial Statements.

 

Standards and Interpretations of standards not yet effective

 

IFRS 9 — Financial Instruments

 

In November 2009, the IASB issued IFRS 9, which has the objective of replacing the standard IAS 39 Financial Instruments: Recognition and Measurement, in three stages. This standard is the first part of stage 1 of 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, 2013. The Company is assessing the impacts from the adoption of this standard and possible differences compared to IAS 39.

 

IFRS 7 - Disclosure - Transfers of Financial Assets

 

In October 2010, the IASB revised IFRS 7. This amendment has the objective of adding disclosures that enable users of financial statements to assess the risk of exposure over transfers of financial assets and the effects of these risks on the entity’s financial position. The change in the standard IFRS 7 is effective for annual periods beginning on or after July, 2011. The Company is evaluating the impact of the adoption of this amendment in its Consolidated Financial Statements.

 

IFRS 1 — Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters

 

In December 2010, the IASB revised IFRS 1. The change of IFRS 1 provides guidelines to first-time adopters, which are located in countries with hyperinflationary economy and also removes fixed dates with the objective of avoiding the treatment of transactions that occurred before the date of transition to IFRSs. The revised standard is effective for annual reporting periods beginning on or after July 1, 2011. The Company understands that these changes will not impact its Consolidated Financial Statements since it already adopts IFRS 1.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

IAS 12 — Deferred Tax: Recovery of Underlying Assets

 

In December 2010, the IASB revised IAS 12. The change of IAS 12 addresses issues related to the determination of the way deferred income tax assets and liabilities are expected to be recover when an investment property is measured using the fair value model of IAS 40. The revised standard is effective for annual reporting periods beginning on or after January 1, 2012. The Company is assessing the impact of applying this change on its Consolidated Financial Statements.

 

IFRS 10 — Consolidated Financial Statements

 

In May 2011, the IASB issued IFRS 10. This standard establishes the principles for presentation and preparation of consolidated financial statements when an entity control one or more entities. This standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company is assessing the impact of adopting this standard on its Consolidated Financial Statements.

 

IFRS 11 — Joint Arrangements

 

In May 2011, the IASB issued IFRS 11. This standard deals with aspects related to the accounting treatment for jointly-controlled entities and joint operations. This standard also limit the use of proportional consolidation just for joint operations, and also establish the equity accounting method as the only method acceptable for joint ventures. This standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company is assessing the impact of adopting this standard on its Consolidated Financial Statements.

 

IFRS 12 — Disclosure of Interests in Other Entities

 

In May 2011, the IASB issued IFRS 12. This standard deals with aspects related to the disclosure of nature of risks related to interests owned in subsidiaries, jointly-controlled entities and associate companies. This standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company is assessing the impact of adopting this standard on its Consolidated Financial Statements.

 

IFRS 13 — Fair Value Measurement

 

In May 2011, the IASB issued IFRS 13. This standard establishes fair value and consolidates in a single standard the aspects of fair value measurement and establishes the requirements of disclosure related to fair value. This standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company is assessing the impact of adopting this standard on its Consolidated Financial Statements.

 

IAS 27 — Separate Financial Statements

 

In May 2011, the IASB revised IAS 27. The change in IAS 27 deals with aspects related to investments in subsidiaries, jointly-controlled entities and associate companies, when an entity prepare separate financial statements. The revised standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company understands that this change will not impact its Consolidated Financial Statements since separate financial statements are not presented.

 

IAS 28 — Investments in Associates and Joint Ventures

 

In May 2011, the IASB revised IAS 28. The change in IAS 28 deals with aspects related to investments in associate companies and establishes the rules for using the equity accounting method for investments in associate companies and jointly-controlled entities. The revised standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company is assessing the impact of adopting this standard on its Consolidated Financial Statements.

 

IAS 19 — Employee Benefits

 

In June 2011, the IASB revised IAS 19. The change in IAS 19 deals with aspects related to accounting and disclosure of employee benefits. The revised standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company is assessing the impact of adopting this standard on its Consolidated Financial Statements.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

IAS 1 — Presentation of Items of Other Comprehensive Income

 

In June 2011, the IASB revised IAS 1. The change in IAS 1 deals with aspects related to disclosure of other comprehensive income items and establishes the need to separate items which will not be further reclassified to the net income and items that can be further reclassified to the net income. The revised standard is effective for annual reporting periods beginning on or after July 1, 2012. The Company is assessing the impact of adopting this 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 June 30, 2011, except for the operation described in note 3.4.

 

3.2 - Jointly-Controlled Entities

 

The Company did not have material changes of participation in jointly-controlled entities for the period ended June 30, 2011.

 

3.3 — Associate companies

 

The Company did not have material changes of participation in associate companies for the period ended June 30, 2011.

 

3.4 — Acquisition of additional interest in subsidiaries

 

a) Sipar Gerdau Inversiones S.A.

 

On April 01, 2011, the Company acquired an additional interest of 7.25% in the subsidiary Sipar Gerdau Inversiones S.A.. The total amount of this acquisition was US$ 7,590 thousand (R$ 12,362 in the acquisition date) and as a result of this operation, in accordance with the standard IAS 27, the Company recognized in Equity, in the row “Effects of interest changes in subsidiaries”, the amount of R$ 8,085, which is regarding the difference between the purchase price considered and the amount of the non-controlling interest in the net assets acquired.

 

3.5 — Fair value allocation in subsidiaries acquired in 2010

 

a) Tamco

 

On October 21, 2010, the Company, through its subsidiary, Gerdau Ameristeel, purchased 100% of the shares of Tamco, a “mini-mill” that produces rebar and is one of the largest producers in the U.S. West Coast. Located in Rancho Cucamonga in California, the Tamco is the only producer of long steel products in California and primarily serves the markets of California, Arizona and Nevada.

 

In March 2011, the Company completed the fair value assessment of the assets and liabilities of Tamco resulting in the recognition of an additional goodwill of R$ 4,543 which has a substantial offsetting entry in line item intangible assets.

 

The table below shows the fair measurement of Tamco’s assets and on acquisition date:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

 

 

Book Value

 

Acquisition Adjustments

 

Fair value upon acquisition

 

Net assets (liabilities) acquired

 

 

 

 

 

 

 

Current assets

 

75,649

 

(7,045

)

68,604

 

Property, plant and equipment

 

69,216

 

103,751

 

172,967

 

Intangible assets

 

11,365

 

11,520

 

22,885

 

Goodwill

 

 

94,906

 

94,906

 

Non-current assets

 

558

 

29

 

587

 

Current liabilities

 

(17,589

)

(521

)

(18,110

)

Non-current liabilities

 

(18,142

)

(40,587

)

(58,729

)

 

 

121,057

 

162,053

 

283,110

 

 

 

 

 

 

 

 

 

Total purchase price paid

 

 

 

 

 

283,110

 

 

The Company recognized goodwill arising on this acquisition due to the expansion of the Company’s geographic footprint in western United States and because it believes it will succeed in integrating the business operations and will generate synergies from the acquisition.

 

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

 

 

 

June 30, 2011

 

December 31, 2010

 

Cash

 

6,705

 

4,105

 

Banks and cash equivalents

 

1,175,698

 

1,056,929

 

Cash and cash equivalents

 

1,182,403

 

1,061,034

 

 

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. On June 30, 2011 the Company held R$ 2,906,309 (R$ 1,105,902 as of December 31, 2010) in trading securities.

 

Available for sale securities

 

As of June 30, 2011 the Company held R$ 6,943 (R$ 9,559 as of December 31, 2010) in available for sale securities in current assets and R$ 25,107 (R$ 26,797 as of December 31, 2010) in non-current assets, net of provision for losses.

 

NOTE 5 — ACCOUNTS RECEIVABLE

 

 

 

June 30, 2011

 

December 31, 2010

 

Trade accounts receivable - in Brazil

 

1,388,122

 

1,046,962

 

Trade accounts receivable - exports from Brazil

 

265,974

 

312,870

 

Trade accounts receivable - foreign subsidiaries

 

2,311,396

 

1,860,458

 

(-) Allowance for doubtful accounts

 

(73,849

)

(67,263

)

 

 

3,891,643

 

3,153,027

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

NOTE 6 - INVENTORIES

 

 

 

June 30, 2011

 

December 31, 2010

 

Finished products

 

2,595,583

 

2,455,459

 

Work in progress

 

1,403,493

 

1,418,347

 

Raw materials

 

1,671,342

 

1,639,393

 

Storeroom supplies

 

994,658

 

1,037,672

 

Advances to suppliers

 

279,769

 

104,262

 

Imports in transit

 

245,816

 

295,040

 

(-) Provision for market value adjustment

 

(110,053

)

(152,388

)

 

 

7,080,608

 

6,797,785

 

 

The changes in the provision for market value adjustment are as follows:

 

Balance as of January 01, 2010

 

(150,321

)

Provision for the year

 

(50,526

)

Write-offs

 

50,634

 

Exchange rate variation

 

3,781

 

Business acquisitions

 

(5,956

)

Balance as of December 31, 2010

 

(152,388

)

Provision for the year

 

(24,509

)

Write-offs

 

63,763

 

Exchange rate variation

 

3,081

 

Balance as of June 30, 2011

 

(110,053

)

 

Inventories are insured against fire and flooding. The insurance coverage is based on the amounts and risks involved.

 

During the three-month period ended on June 30, 2011 the amounts of R$ 7,606,316 and R$ 460,259 (R$ 6,481,762 and R$ 402,842 as of June 30, 2010), respectively were recognized as cost of sales and freights in the condensed consolidated interim financial statements. During the six-month period ended on June 30, 2011 the amounts of R$ 14,805,378 and R$ 893,650 (R$ 12,182,041 and R$ 749,309 as of June 30, 2010), respectively were recognized as cost of sales and freights in the condensed consolidated interim financial statements.

 

For the six-month period ended on June 30, 2011, the cost of sales include the amounts of R$ 63,763 (R$ 58,460 as of June 30, 2010) related to inventories permanently written off and R$ 24,509 (R$ 8,857 as of June 30, 2010) related to the recognition of a provision for Net realizable value of inventories.

 

NOTE 7 — INCOME AND SOCIAL CONTRIBUTION TAXES

 

The Company’s subsidiaries in Brazil received R$ 4,809 and R$ 8,098 for the three-month and six month periods ended on June 30, 2011, respectively (R$ 10,552 and R$ 21,463 for the three-month and six-month periods ended on June 30, 2010, respectively) of tax incentives in the form of income tax credits, related to technological innovation, funds for the rights of children and adolescents, PAT (Workers’ Meal Program), and cultural and artistic activities. The units of the subsidiary Gerdau Aços Longos S.A., located in the northeast region of Brazil, will receive until 2013, a 75% reduction in income tax on operating profit, which represented R$ 5,023 and R$ 6,345 for the three-month and six-month periods ended on June 30, 2011, respectively (R$ 8,963 and R$ 16,014 for the three-month and six-month periods ended on June 30, 2010, respectively). The respective tax incentives were recorded directly in the income and social contribution tax account in the statement of income.

 

As of June 30, 2011, the Company had total tax loss carryforwards arising from its operations in Brazil of R$ 272,865 for income tax (R$ 607,370 as of December 31, 2010) and R$ 471,552 for social contribution tax (R$ 849,946 as of December 31, 2010), representing a deferred tax asset of R$ 110,656 (R$ 228,293 as of December 31, 2010). The Company believes

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

that the amounts will be realized based on future taxable income. In addition to these deferred tax assets, the Company has not recorded a portion of the tax asset of R$ 51,808 (R$ 68,048 as of December 31, 2010), due to the lack of opportunity to use the tax loss carryforwards in its subsidiaries. Notwithstanding, these tax loss carryforwards do not have an expiration date.

 

As of June 30, 2011, the subsidiary Gerdau Ameristeel has a deferred tax asset from tax losses in its operation in Canada in the amount of R$ 94,824 related to income tax (R$ 113,272 as of December 31, 2010). The subsidiary believes the amounts will be used with future taxable income, and historically the subsidiary has generated enough taxable income to the use of these assets.

 

As of June 30, 2011, the subsidiary Gerdau Ameristeel had R$ 143,198 (R$ 151,551 as of December 31, 2010) of capital losses that had not been recognized in the Company’s condensed consolidated interim balance sheets. These losses are primarily related to the write-down of the subsidiary’s long-term investments and none of these losses currently have an expiration date except for R$ 51,928 which expire in 2015 (R$ 55,424 as of December 31, 2010). The subsidiary had various state tax losses totaling R$ 193,467 as of June 30, 2011 (R$ 205,982 as of December 31, 2010) which had not been recognized in the Company’s condensed interim financial statements and which expires between 2011 and 2030. The subsidiary also had R$ 59,138 of state tax credits for the period ended June 30, 2011(R$ 63,119 as of December 31, 2010), that were not recognized in the Company’s condensed consolidated interim balance sheet. These credits will expire on various dates between 2015 and 2018 with the exception of a portion of R$ 12,150 (R$ 12,968 as of December 31, 2010), which has no expiration date.

 

Reconciliation of income tax (IR) and social contribution (CS) adjustments on the net income:

 

 

 

For the Three-month periods ended

 

 

 

June 30, 2011

 

June 30, 2010

 

 

 

Total

 

Total

 

Income (loss) before income taxes

 

661,260

 

992,461

 

Statutory tax rates

 

34

%

34

%

Income and social contribution taxes at statutory rates

 

(224,828

)

(337,437

)

Tax adjustment with respect to:

 

 

 

 

 

- difference in tax rates in foreign companies

 

(77,370

)

1,923

 

- equity in earnings of unconsolidated companies

 

15,480

 

15,615

 

- interest on equity

 

 

63,534

 

- tax incentives

 

9,832

 

19,515

 

- tax deductible goodwill recorded in statutory books

 

89,711

 

68,201

 

- permanent differences (net)

 

29,112

 

32,157

 

Income and social contribution taxes

 

(158,063

)

(136,492

)

Current

 

(173,399

)

(200,400

)

Deferred

 

15,336

 

63,908

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

 

 

For the Six-month periods ended

 

 

 

June 30, 2011

 

June 30, 2010

 

 

 

Total

 

Total

 

Income (loss) before income taxes

 

1,144,486

 

1,687,145

 

Statutory tax rates

 

34

%

34

%

Income and social contribution taxes at statutory rates

 

(389,125

)

(573,629

)

Tax adjustment with respect to:

 

 

 

 

 

- difference in tax rates in foreign companies

 

(60,565

)

25,711

 

- equity in earnings of unconsolidated companies

 

27,014

 

20,818

 

- interest on equity

 

 

65,912

 

- tax incentives

 

14,443

 

37,477

 

- tax deductible goodwill recorded in statutory books

 

179,418

 

142,629

 

- permanent differences (net)

 

(3,035

)

22,650

 

Income and social contribution taxes

 

(231,850

)

(258,432

)

Current

 

(296,959

)

(386,364

)

Deferred

 

65,109

 

127,932

 

 

The credits recognized under tax loss carry-forwards are supported in projections of taxable future incomes discounted to present value, which are based on technical analysis of feasibility, which are annually presented to the board of the Company. These analyses take into account the historical of the Company profitability and the outlook for maintenance of current profitability in the future, allowing an estimation of credits recovery. The other credits, which are based on temporary differences, mainly tax contingencies, as well as provision for losses, were recognized according to their expectation of use.

 

NOTE 8 — INVESTMENTS

 

I) Associates and jointly-controlled entities

 

 

 

Dona Francisca
Energética S.A.

 

Armacero
Ind. Com.
Ltda.

 

Joint
Ventures
América do
Norte (1)

 

Grupo Multisteel
Business Holdings Corp.

 

Corsa Controladora S.A.
de C.V.

 

Gerdau
Corsa
S.A.P.I. de
C.V.

 

Corporación
Centroamericana del
Acero, S.A.

 

Kalyani
Gerdau Steel
Ltd.

 

Maco
Holdings
Ltda.

 

Others

 

 

 

 

 

Investment

 

Goodwill

 

Investment

 

Investment

 

Investment

 

Goodwill

 

Investment

 

Goodwill

 

Investment

 

Investment

 

Goodwill

 

Investment

 

Investment

 

Investment

 

Total

 

Balance as of January 01,2010

 

92,613

 

17,071

 

15,807

 

258,758

 

159,766

 

42,566

 

98,567

 

139,677

 

58,088

 

128,555

 

171,328

 

16,058

 

 

1,056

 

1,199,910

 

Equity in earnings

 

12,765

 

 

1,773

 

829

 

15,075

 

 

7,385

 

 

(1,657

)

(6,672

)

 

(13,093

)

23,049

 

 

39,454

 

Other comprehensive income

 

 

 

333

 

1,844

 

(8,236

)

(3,454

)

1,226

 

1,009

 

769

 

7

 

(9,409

)

(1,813

)

 

 

(17,724

)

Acquisition/disposal of investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

234

 

234

 

Capital increase

 

 

 

 

 

 

 

 

 

 

 

 

24,552

 

74,737

 

 

99,289

 

Dividends/Interest on Equity

 

(5,182

)

 

 

(43,788

)

441

 

 

(8,279

)

 

 

165

 

 

 

 

 

(56,643

)

Balance as of December 31,2010

 

100,196

 

17,071

 

17,913

 

217,643

 

167,046

 

39,112

 

98,899

 

140,686

 

57,200

 

122,055

 

161,919

 

25,704

 

97,786

 

1,290

 

1,264,520

 

Equity in earnings

 

8,697

 

 

543

 

79,201

 

5,690

 

 

6,957

 

 

 

1,936

 

 

(13,936

)

(9,635

)

 

79,453

 

Other comprehensive income

 

 

 

(548

)

(14,969

)

(8,863

)

(4,708

)

(4,055

)

(1,891

)

(595

)

(3,612

)

(14,010

)

(1,997

)

15,241

 

 

(40,007

)

Acquisition/disposal of investment

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,773

)

 

(2,773

)

Capital increase

 

 

 

 

 

 

 

 

 

 

 

 

26,855

 

 

 

26,855

 

Dividends/Interest on Equity

 

(3,210

)

 

 

(28,931

)

(3,672

)

 

(23,093

)

 

 

 

 

 

 

 

(58,906

)

Balance as of June 30,2011

 

105,683

 

17,071

 

17,908

 

252,944

 

160,201

 

34,404

 

78,708

 

138,795

 

56,605

 

120,379

 

147,909

 

36,626

 

100,619

 

1,290

 

1,269,142

 

 


(1) Entities: Gallatin Steel Company, Bradley Steel Processors e MRM Guide Rail.

 

II) Other investments

 

 

 

MRS
Logística
S.A.

 

Others

 

 

 

 

 

Investment

 

Investment

 

Total

 

Balance as of January 01,2010

 

4,772

 

14,863

 

19,635

 

Acquisition/disposal of investment

 

 

(633

)

(633

)

Balance as of December 31,2010

 

4,772

 

14,230

 

19,002

 

Acquisition/disposal of investment

 

 

155

 

155

 

Balance as of June 30,2011

 

4,772

 

14,385

 

19,157

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

(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 June 30, 2011, acquisitions amounted to R$ 339,844 (R$ 220,281as of June 30, 2010), and disposals amounted to R$ 19,682 (R$ 670 as of June 30, 2010). During the six-month period ended June 30, 2011, acquisitions amounted to R$ 673,022 (R$ 453,583as of June 30, 2010), and disposals amounted to R$ 20,560 (R$ 1,883 as of June 30, 2010).

 

b) Capitalized borrowing costs — borrowing costs capitalized during the three-month period ended June 30, 2011 amounted to R$ 11,634 (R$ 13,184 as of June 30, 2010). During the six-month period ended June 30, 2011 amounted to R$ 23,574 (R$ 29,140 as of June 30, 2010).

 

c) Guarantees — property, plant and equipment have been pledged as collateral for loans and financing in the amount of R$ 127,667 as of June 30, 2011 (R$ 129,202 as of December 31, 2010).

 

NOTE 10 — GOODWILL

 

The changes in goodwill are as follows:

 

 

 

Goodwill gross

 

Accumulated

 

Goodwill after

 

 

 

amount

 

Impairment losses

 

Impairment losses

 

Balances as of January 01, 2010

 

8,635,540

 

(211,199

)

8,424,341

 

(+/-) Exchange variation

 

(443,075

)

15,888

 

(427,187

)

(+) Additions

 

160,944

 

 

160,944

 

Balances as of December 31, 2010

 

8,353,409

 

(195,311

)

8,158,098

 

(+/-) Exchange variation

 

(431,733

)

14,024

 

(417,709

)

(+) Purchase price allocation adjustment

 

4,543

 

 

4,543

 

Balances as of June 30, 2011

 

7,926,219

 

(181,287

)

7,744,932

 

 

The amount of goodwill by segment is as follows:

 

 

 

June 30, 2011

 

December 31, 2010

 

Brazil

 

380,644

 

380,644

 

Specialty Steels

 

1,710,829

 

1,800,754

 

Latin American

 

692,318

 

687,868

 

North America

 

4,961,141

 

5,288,832

 

 

 

7,744,932

 

8,158,098

 

 

NOTE 11 — LOANS AND FINANCING

 

Loans and financing are as follows:

 

 

 

Annual

 

 

 

 

 

 

 

charges (*)

 

June 30, 2011

 

December 31, 2010

 

Short term financing in Brazilian reais

 

 

 

 

 

 

 

Working capital

 

6.45

%

164,583

 

151,379

 

Financing of investment

 

12.39

%

5,375

 

5,729

 

Short term financing in foreign currency

 

 

 

 

 

 

 

Working capital (US$)

 

1.78

%

259,733

 

502,393

 

Working capital (€)

 

4.61

%

23,263

 

100,635

 

Working capital (Clp$)

 

1.73

%

9,803

 

24,373

 

Working capital (Cop$)

 

7.07

%

87,929

 

79,775

 

Working capital (PA$)

 

11.05

%

2,255

 

35,377

 

Working capital (Mxn$)

 

7.07

%

131,366

 

46,314

 

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

 

2.62

%

14,459

 

5,930

 

 

 

 

 

698,766

 

951,905

 

Plus current portion of long-term financing

 

 

 

590,149

 

626,063

 

Short term financing plus current portion of long-term financing

 

 

 

1,288,915

 

1,577,968

 

Long-term financing in Brazilian reais

 

 

 

 

 

 

 

Working capital

 

6.25

%

889,624

 

939,286

 

Financing of property, plant and equipament

 

7.78

%

1,520,744

 

1,497,509

 

Long-term financing in foreign currency

 

 

 

 

 

 

 

Working capital (US$)

 

2.78

%

1,138,943

 

1,062,624

 

Working capital (€)

 

4.61

%

86,099

 

82,761

 

Working capital (Mxn$)

 

7.07

%

424

 

4,872

 

Working capital (COP$)

 

7.07

%

208,127

 

206,638

 

Ten Year Bonds (US$)

 

6.70

%

6,309,555

 

6,709,187

 

Term Loan Facility (US$)

 

1.65

%

 

2,073,264

 

Advances on export contracts (US$)

 

5.91

%

108,697

 

130,138

 

Financing of investment (US$)

 

4.44

%

30,167

 

38,323

 

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

 

3.56

%

203,829

 

241,517

 

 

 

 

 

10,496,209

 

12,986,119

 

Less: current portion

 

 

 

(590,149

)

(626,063

)

Long term financing minus current portion

 

 

 

9,906,060

 

12,360,056

 

Total financing

 

 

 

11,194,975

 

13,938,024

 

 


(*) Weighted average effective interest costs on June 30, 2011.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

Loans and financing denominated in Brazilian Reais are indexed to 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), or to the IGP-M (general market price index, a Brazilian inflation rate measured by Fundação Getúlio Vargas).

 

Summary of loans and financing by currency:

 

 

 

June 30, 2011

 

December 31, 2010

 

Brazilian Real (R$)

 

2,580,326

 

2,593,903

 

U.S. Dollar (US$)

 

8,065,383

 

10,763,376

 

Euro (€)

 

109,362

 

183,396

 

Colombian Peso (Cop$)

 

296,056

 

286,413

 

Argentine Peso (PA$)

 

2,255

 

35,377

 

Chilean Peso (Clp$)

 

9,803

 

24,373

 

Mexican Peso (Mxn$)

 

131,790

 

51,186

 

 

 

11,194,975

 

13,938,024

 

 

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

 

 

 

June 30, 2011

 

December 31, 2010

 

2012 (*)

 

744,257

 

1,547,697

 

2013

 

1,039,905

 

2,589,530

 

2014

 

866,452

 

787,169

 

2015

 

428,921

 

3,335

 

After 2016

 

6,826,525

 

7,432,325

 

 

 

9,906,060

 

12,360,056

 

 


(*) For the period as of June 30, 2011, the amount is regarding from July 01, 2012 to December 31, 2012

 

a)  Term Loan Facility

 

On April 21, 2011, the Company paid in advance the total of its Term Loan Facility, in the amount of US$ 1.3 billion (R$ 2.1 billion). Due to this settlement, the Company recognized an expense regarding the amortization of the remaining deferred financial costs in the amount of R$ 13.6 million.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

b) Covenants

 

Certain debt agreements contain financial covenants as a tool used by creditors to monitor the Company’s financial position. The following in a brief description of the financial covenants required under the Company’s debt agreements.

 

I) Consolidated Interest Coverage Ratio — measures the interest expense payment capacity in relation to EBITDA (Earnings before Interest, Taxes, Depreciation, Amortization, Impairment and Restructuring Costs). The contractual ratio indicates that the EBITDA for the last 12 months should represent at least 3 times of the interest expense of the same period. As of June 30, 2011 such covenant was 3.9 times;

 

II) Consolidated Leverage Ratio — measures the level of gross debt in relation to EBITDA. The contractual ratio indicates that the gross debt should not surpass 4 times the EBITDA for the last 12 months. As of June 30, 2011 such covenant was 2.7 times;

 

III) Required Minimum Net Worth — measures the minimum net worth required in financial agreements. The contractual ratio indicates that the Net Worth must be greater than R$ 3,795,200. As of June 30, 2011 such level was R$ 24,505,803; and

 

IV) Current Ratio — measures the company’s ability in fulfilling its short term obligations. The contractual terms indicates that the ratio of Current Assets divided by Current Liabilities must be greater than 0.8 times. As of June 30, 2011 the current ratio was 2.8 times.

 

All covenants described above are calculated based on the IFRS Consolidated Financial Statements of Gerdau S.A., except item IV, which refers to the Metalúrgica Gerdau S.A. and has been met. The penalty for non-compliance with such financial covenants is the possibility of declaration of default by the creditors and loans having its maturity accelerated.

 

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 the global economics and the steel market.

 

NOTE 12 — DEBENTURES

 

 

 

General

 

Quantity as of March 31, 2011

 

 

 

 

 

 

 

 

 

Issuance

 

Meeting

 

Issued On

 

Portfolio

 

Maturity

 

Annual Charges (*)

 

June 30, 2011

 

December 31, 2010

 

3ª - A e B

 

May 27,1982

 

144,000

 

107,039

 

June 1, 2021

 

CDI

 

126,019

 

115,069

 

 

July 14, 1982

 

68,400

 

58,582

 

July 1, 2012

 

CDI

 

42,152

 

40,717

 

 

November 11, 1982

 

179,964

 

61,133

 

May 2, 2013

 

CDI

 

333,316

 

463,656

 

 

June 10, 1983

 

125,640

 

46,785

 

September 1, 2014

 

CDI

 

15,958

 

14,452

 

11ª - A e B

 

June 29, 1990

 

150,000

 

102,064

 

June 1, 2020

 

CDI

 

195,098

 

98,077

 

 

 

 

 

 

 

 

 

 

 

 

 

712,543

 

731,971

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

115,069

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

712,543

 

616,902

 

 


(*) CDI - Interbank Deposit Certificate

 

Maturities of long-term amounts are as follows:

 

 

 

June 30, 2011

 

December 31, 2010

 

2012*

 

42,152

 

40,717

 

2013

 

333,316

 

463,656

 

2014

 

15,958

 

14,452

 

After 2020

 

321,117

 

98,077

 

 

 

712,543

 

616,902

 

 


(*) For the period as of June 30, 2011, the amount is regarding from July 01, 2012 to December 31, 2012

 

 

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 11.05% and 9.75% as of June 30, 2011 and December 31, 2010, respectively.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

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 consist mainly of cash and cash equivalents, short-term investments, trade accounts receivable, trade accounts payable, Ten Years bonds, Term Loan Facility, other financing, debentures, related-party transactions, unrealized gains on derivatives, unrealized losses on derivatives, other accounts receivable, other accounts payable and put options on non controlling interest. 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.

 

Therefore, some of them are considered hedge instruments under hedge accounting and are recorded at their fair values.

 

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

 

 

 

June 30, 2011

 

December 31, 2010

 

 

 

Book

 

Market

 

Book

 

Market

 

 

 

Value

 

Value

 

Value

 

Value

 

Cash and cash equivalents

 

1,182,403

 

1,182,403

 

1,061,034

 

1,061,034

 

Short and long-term investments

 

2,938,359

 

2,938,359

 

1,142,258

 

1,142,258

 

Trade accounts receivable

 

3,891,643

 

3,891,643

 

3,153,027

 

3,153,027

 

Trade accounts payable

 

2,817,515

 

2,817,515

 

1,783,274

 

1,783,274

 

Ten Years Bonds

 

6,309,555

 

6,890,179

 

6,709,187

 

7,167,676

 

Term Loan Facility

 

 

 

2,073,264

 

2,073,264

 

Other financing

 

4,885,420

 

4,885,420

 

5,155,573

 

5,155,573

 

Debentures

 

712,543

 

712,543

 

731,971

 

731,971

 

Related parties (assets)

 

161,186

 

161,186

 

35,037

 

35,037

 

Related parties (liabilities)

 

11

 

11

 

722

 

722

 

Unrealized gains on financial instruments

 

6,578

 

6,578

 

6,312

 

6,312

 

Unrealized losses on financial instruments

 

11,566

 

11,566

 

92,476

 

92,476

 

Put options on non controlling interest

 

520,828

 

520,828

 

516,706

 

516,706

 

Other accounts receivable

 

478,683

 

478,683

 

408,941

 

408,941

 

Other accounts payable

 

754,849

 

754,849

 

767,191

 

767,191

 

 

The fair value of Ten-Year bond Securities is based on quotations in the secondary market for these securities.

 

All other financial instruments, which are recognized in the Condensed Consolidated Interim Financial Statements at their carrying amount, are substantially similar to those that would be obtained if they were traded in the market. However, because there is no active market for these instruments, differences could exist if they were settled in advance.

 

c) Risk factors that could affect the Company’s and its subsidiaries’ businesses:

 

Price risk of commodities: this risk is related to the possibility of changes in prices of the products sold by the Company or in prices of raw materials and other inputs used in the productive process.  Since the subsidiaries operate in a commodity market, their sales revenues 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 subsidiaries constantly monitor the price variations in the domestic and international markets.

 

Interest rate risk: this risk arises from the possibility of losses (or gains) due to fluctuations in interest rates applied to the Company’s liabilities or assets (investments) in the market.  To minimize possible impacts from interest rate fluctuations, the Company adopts a diversification policy, alternating from variable (such as LIBOR and CDI) to fixed rates when contracting debts and hedges and periodically renegotiating contracts to adjust them to market.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

Exchange rate risk: this risk is related to the possibility of fluctuations in exchange rates affecting financial expenses (or income) and the liability (or asset) balance of contracts denominated in foreign currency. The Company assesses its exposure to the exchange rate by subtracting its liabilities from its assets in dollars or in other currencies, having in this way the net exchange rate exposure basis, which is the basis subject to effects in a change in the foreign currency. Therefore, along with accounts receivable originated from exports and investments abroad that in economic terms result in a natural hedge, the Company assesses using hedge operation, more commonly swap operations, if the Company has more liabilities in dollars than assets.

 

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 detail the financial position of their customers, establishing a credit limit and constantly monitoring their balances.  In relation to cash investments, the Company invests solely in financial institutions with low credit risk, as assessed by rating agencies. In addition, each financial institution has a maximum limit for investment, determined by the Company’s Credit Committee.

 

Capital management risk: this risk comes from the Company’s choice in adopting a financing structure for its operations. The Company manages its capital structure, which consists of a ratio between the financial debts and its own capital (Equity, retained earnings, and profit reserves) based on internal policies and benchmarks. The BSC (Balance Scorecard) methodology has been used in the last years to elaborate strategic maps with objectives and indicators of the main processes. The KPIs (Key Performance Indicators) related to the objective “Capital Structure Management” are: WACC (Weighted Average Cost of Capital), Total Indebtedness/adjusted EBITDA, Interest Coverage Ratio, and Indebtedness/Equity Ratio. The Total Debt is composed of loans and financing (note 11) and debentures (note 12). The Company can change its capital structure depending on economic-financial conditions in order to optimize its financial leverage and its debt management. At the same time, the Company tries to improve its ROCE (Return on Capital Employed) by implementing a working capital management process and an efficient fixed asset investment program.

 

The Company seeks to remain between the following parameters:

 

WACC

between 10% to 13% a year

 

Gross debt/EBITDA

between 2 and 3 times

 

Interest Coverage Ratio

greater than 5 times

 

Debt/Equity Ratio

between 40%-60% and 60%-40%

 

 

These key indicators are used for the 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 sensitivity analysis, which can be summarized as follows:

 

Impact in the net income or statement of comprehensive income

 

Assumption

 

Variation

 

June 30, 2011

 

Changes in foreign currency

 

5

%

32,933

 

Changes in interest rates

 

0.1

%

62,881

 

Changes in sales price of goods

 

1

%

173,737

 

Changes in price of goods and raw materials

 

1

%

107,509

 

Interest rate Swaps

 

0.1

%

192

 

Currency Swaps and NDF’s (Non Deliverable Forwards)

 

5

%

788

 

 

Foreign currency sensitivity analysis: the Company is exposed to variations in foreign currency, especially in loans and financing. The sensitivity analysis made by the Company considers the effects of an increase or a reduction of 5% between

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

the Brazilian Real and the foreign currencies on such outstanding loans and financing on the date of the Condensed Consolidated Interim Financial Statements. As of June 30, 2011, the Company is mainly exposed to variations between Brazilian Real and US Dollar, since the loans taken by the other than Brazilian subsidiaries of the Company are mainly in the same currency of the functional currency of each subsidiary, and because of this aspect, these loans do not expose the Company to variations in foreign currency.  The impact calculated considering such variation in the foreign exchange rate totals R$ 32,933 as of June 30, 2011 (R$ 208,864 as of June 30, 2010) and represents an income if  an 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.

 

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 Company is exposed to interest rate risks in its loans and financing and debentures. The sensitivity analysis made by the Company considers the effects of an increase or reduction of 0.1% on outstanding loans and financing and debentures on the date of the Condensed Consolidated Interim Financial Statements. The impact calculated considering this variation in the interest rate totals R$ 62,881 in June 30, 2011 (R$ 71,692 in June 30, 2010) and would impact the Financial expenses account in the Consolidated Statements of Income. The specific interest rates the Company is exposed, which are related to loans, financing, and debentures are presented in Notes 11 and 12, and are mainly comprised by Libor and CDI — Interbank Deposit Certificate. Because of strong reductions in international interest rates, such as Libor, which occurred around the world because of the crisis, the Company believes that in the long term, the curves of interest rates can increase again with the economic recovery.

 

Sensitivity analysis of changes in sales price of products and price of raw materials and other inputs used in production: the Company is exposed to changes in the price of its products. This exposure is associated with the fluctuation of the sales price of the Company’s products and the price of raw materials and other inputs used in the production process, especially because the Company operates in a commodities 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 totals R$ 173,737 in June 30, 2011 (R$ 154,033 in June 30, 2010) and raw materials and other inputs totals R$ (107,509) in June 30, 2011 (R$ (84,544) in June 30, 2010). The impact in the price of products sold and raw materials would be recorded in the accounts Net Sales and Cost of Sales, respectively, in the Consolidated Statements of Income. The Company does not expect to be more vulnerable to a change in one or more specific product or raw material.

 

Sensitivity analysis of interest rate swaps: the Company has an interest rate swaps exposure 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 0.1% in the interest curve (Libor), and its impacts in the swaps mark to market. An increase of  0.1% change in the interest rates represents an income of R$ 192 (income of R$ 2,730 in June 30, 2010) and a decrease of 0.1% change in the interest rates represents an expense of R$ 192 (expense of R$ 2,730 in June 30, 2010). All these swaps were contracted to hedge debt positions from floating to fix (Liability). In June 30, 2011, these effects would be recognized in the statement of income in the amounts of R$ 192 (R$ 336 in the statement of income and R$ 2,394 in the statement of comprehensive income in June 30, 2010). The effects of changes in cash flow hedges are recorded in the statement of income.

 

Sensitivity analysis of currency swaps and NDF’s (Non Deliverable Forwards): the Company has currency swaps (cross currency swaps) and NDF’s exposure 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 Brazilian Real and Colombian Pesos, and its effects on these derivatives mark to market. An increase of 5% on the US Dollar against these currencies represents an expense of R$ 788 in June 30, 2011 (expense of R$ 3,682 in June, 30 2010) and a decrease of 5% on the US Dollar against these currencies represents an income of R$ 788 in June 30, 2011 (income of R$ 3,682 in June, 30 2010). These NDF’s were contracted to hedge asset positions (Exports). These effects would be recognized in the statement of income.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

d) Financial Instruments per Category

 

Summary of the financial instruments per category:

 

June 30, 2011
Assets

 

Loans and receivables

 

Financial Assets at
market value with gains
and losses recognized in
the Statement of Income

 

Financial Assets at
market value with
gains and losses
recognized in Equity

 

Total

 

Cash and cash equivalents

 

1,182,403

 

 

 

1,182,403

 

Short and long-term investments

 

 

2,906,309

 

32,050

 

2,938,359

 

Unrealized gains on financial instruments

 

 

6,578

 

 

6,578

 

Trade accounts receivable

 

3,891,643

 

 

 

3,891,643

 

Related parties

 

161,186

 

 

 

161,186

 

Other accounts receivable

 

478,683

 

 

 

478,683

 

Total

 

5,713,915

 

2,912,887

 

32,050

 

8,658,852

 

 

Liabilities

 

Liabilities at market
value with gains and
losses recognized in
the Statement of
Income

 

Liabilities at market
value with gains and
losses recognized in
Equity

 

Other financial
liabilities at
amortized cost

 

Total

 

Trade accounts payable

 

 

 

2,817,515

 

2,817,515

 

Ten Years Bonds

 

 

 

6,309,555

 

6,309,555

 

Other financing

 

 

 

4,885,420

 

4,885,420

 

Debentures

 

 

 

712,543

 

712,543

 

Related parties

 

 

 

11

 

11

 

Other accounts payable

 

 

 

754,849

 

754,849

 

Put options on minority interest

 

520,828

 

 

 

520,828

 

Unrealized losses on financial instruments

 

11,566

 

 

 

11,566

 

Total

 

532,394

 

 

15,479,893

 

16,012,287

 

 

December 31, 2010
Assets

 

Loans and receivables

 

Financial Assets at
market value with gains
and losses recognized in
the Statement of Income

 

Financial Assets at
market value with
gains and losses
recognized in Equity

 

Total

 

Cash and cash equivalents

 

1,061,034

 

 

 

1,061,034

 

Short and long-term investments

 

 

1,105,902

 

36,356

 

1,142,258

 

Unrealized gains on financial instruments

 

 

6,312

 

 

6,312

 

Trade accounts receivable

 

3,153,027

 

 

 

3,153,027

 

Related parties

 

35,037

 

 

 

35,037

 

Other accounts receivable

 

408,941

 

 

 

408,941

 

Total

 

4,658,039

 

1,112,214

 

36,356

 

5,806,609

 

 

Liabilities

 

Liabilities at market
value with gains and
losses recognized in
the Statement of
Income

 

Liabilities at market value
with gains and losses
recognized in Equity

 

Other financial
liabilities at amortized
cost

 

Total

 

Trade accounts payable

 

 

 

1,783,274

 

1,783,274

 

Ten Years Bonds

 

 

 

6,709,187

 

6,709,187

 

Term Loan Facility

 

 

 

2,073,264

 

2,073,264

 

Other financing

 

 

 

5,155,573

 

5,155,573

 

Debentures

 

 

 

731,971

 

731,971

 

Related parties

 

 

 

722

 

722

 

Other accounts payable

 

 

 

767,191

 

767,191

 

Put options on minority interest

 

516,706

 

 

 

516,706

 

Unrealized losses on financial instruments

 

59,273

 

33,203

 

 

92,476

 

Total

 

575,979

 

33,203

 

17,221,182

 

17,830,364

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

As of June 30, 2011, all derivative financial instruments are interest rate swaps and NDFs (Non Deliverable Forwards). These instruments were recorded at fair value and the realized and unrealized losses and/or gains were 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: The Company believes that risk management is important for it to carry out its strategy for profitable growth. The Company is exposed to market risks that mainly involve fluctuations in exchange rates and interest rate volatility. The objective of risk management is to eliminate possible unexpected variations in the performance of group’s companies as a result of this fluctuation.

 

The objective of derivative transactions is always related to mitigation of market risks as stated in our policies and guidelines, as well as to manage volatility in financial flows. The assessment of results for each contract is measured at the end of each contract when the derivative contract is settled. The monitoring of the effects of these transactions is monthly performed by the Cash Management and Debt Committee, which discusses and validates the marking to market of these transactions. All gains and losses in derivative financial instruments are recognized by its fair value in the Condensed Consolidated Interim Financial Statements of the Company.

 

By internal policy, the Company does not maintain a debt in a currency in which there is no corresponding cash generation.

 

Policy for use of derivatives: according to internal policy, the financial result must stem from the generation of cash from its business and not gains from the financial market. It, therefore, considers that the use of derivatives should be for non-speculative purposes and intended to hedge the Company from possible exposure to risks. The contracting of a derivative must have as corresponding hedged item an uncovered asset or liability, provided as the position is not leveraged.

 

Criteria adopted for defining the notional amount of derivative financial instruments are linked to the amount of debt and or assets.

 

Policy for determining fair value: The criterion for determining the fair value of derivative financial instruments is based on the utilization of market curves for each derivative discounted to present value as of the calculation date. Methods and assumptions take into consideration the interpolation of curves, such as in the case of LIBOR, and each market where the company has exposure. Swaps, both on the asset and the liability side, are estimated in separate and discounted to present value and the difference in the result between extremities generates the swaps market value.

 

Values are calculated based on models and price quotes available in the market and which take into consideration both present and future market conditions.  Amounts are gross before taxes.

 

Due to changes in market rates, these amounts can change up to the maturity or in situations of anticipated settlement of transactions.

 

The derivative transactions may include: interest rate swaps, (both in the Libor dollar, as in other currencies) in currency swap, and NDF’s (Non Deliverable Forwards).

 

Non Deliverable Forwards:

 

Subsidiary Cleary Holdings settled the NDF’s were designated as cash flow hedges which matured on February 4, 2011 and March 4, 2011. These NDF’s were contracted to hedge against the exchange fluctuations of the US dollar in relation to the local currency, which could impact its export revenue and, therefore, impair its margins. As of June 30, 2011, these NDF’s generated R$ 0 for the three-month period and a gain of R$ 415 for the six-month period, which were presented in the account “Gains and losses on derivatives, net” in the consolidated statement of income. The counterparty to this transaction was Banco de Bogota.

 

Subsidiary Diaco S.A. settled forward designated as cash flow hedge, which mature on April 7, 2011. These transactions were contracted to hedge against the exchange exposure arising on the US dollar denominated financing with Davivienda Bank. As of June 30, 2011, the effect of this instrument in the statement of income was a loss of R$ 415 in the three-month period ended and a loss of R$ 309 in the six-month period ended, which were presented in the account “Gains and losses on derivatives, net” in the consolidated statement of income. The counterparty to this transaction is Banco Davivienda.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

Subsidiary Diaco S.A. contracted its forward designated as cash flow hedges, with notional amount of US$ 5.04 million (R$ 7,868 as of June 30, 2011) with mature on October 7, 2011. This transaction was contracted to hedge against the exchange exposure arising on the US dollar denominated financing with Davivienda Bank. The fair value of these contracts represents a net loss of R$ 193 and it was presented in the consolidated statement of income. The counterparty to this transaction is Banco Davivienda.

 

The prospective and retrospective testing of the hedge relationships above demonstrated they are effective.

 

Swap Contracts

 

Interest rate swap

 

The subsidiary Gerdau Ameristeel Corp. settled in advance interest rate swap contract qualified as a cash flow hedge with mature between March 2012 and September 2013. These operations were contracted in order to reduce its exposure to the variation in LIBOR for the Term Loan Facility.  Since the Term Loan Facility was contracted at floating LIBOR rates, the Company chose to exchange it for fixed rates, thereby improving cash flow predictability, as well as eliminating the floating LIBOR risk. As of June 30, 2011 the effect of these swaps in the statement of income was a loss of R$ 68,697 for the three-month and six month periods, which was presented in the account “Gains and losses on derivatives, net” in the consolidated statement of income. The counterparts to this transaction were ABN Amro Bank, HSBC, and JP Morgan.

 

The Company through its subsidiary GTL Equity Investments Corp. contracted swap of Exchange Coupon versus Libor with the bank JP Morgan with maturity dates between December 21, 2010 and December 21, 2011. The notional values of these contracts together were US$ 100 million (R$ 156,110 as of June 30, 2011). This operation was entered into in order to take advantage of the difference between the internal interest rate (exchange coupon) and the external interest rate (LIBOR). Because of this, the Company increases its exposure to the Brazil’s risk; however, this risk is related to its business. The fair value adjustment of these contracts as of June 30, 2011 results in a loss of R$ 7,072 and a gain of R$ 6,578, generating a net loss of R$ 494, which counterparty was presented in the statement of income.

 

The subsidiary Siderúrgica del Perú S.A.A. - Siderperú entered into an interest rate swap contract whereby it receives a variable interest rate based on LIBOR and pays a fixed interest rate in US dollars. This contract has a notional value of US$ 42.86 million (R$ 66,909 as of June 30, 2011) and maturity date on April 3, 2014. This swap was contracted in order to minimize the risk of interest rate fluctuations (LIBOR) since the Company took on debt in dollars at floating rates for an amount greater than the swap. The fair value adjustment of this contract as of June 30, 2011 results in a net loss of R$ 4,301 presented in the statement of income. The counterparty to this transaction is Banco Bilbao Vizcaya -BBVA.

 

Guarantee Margins

 

The Company has derivatives financial instruments contracts, which states the possibility of constitution of deposits and/or guarantee margins when the mark to market value of these instruments exceeds the limits established in each contract. As of June 30, 2011, there were no margin calls for any of the above contracts.

 

The derivatives instruments can be summarized and categorized as follows:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

 

 

 

 

 

 

 

 

Recognized value

 

Fair value

 

 

 

 

 

 

 

Reference Value

 

Net income

 

Shareholder’s equity

 

Amount receivable

 

Amount payable

 

 

 

Position

 

June 30, 2011

 

December 31, 2010

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

December 31, 2010

 

June 30, 2011

 

December 31, 2010

 

June 30, 2011

 

December 31, 2010

 

Contracts for Asset Protection

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non Deliverable Forwards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aços Villares S.A.

 

 

 

 

 

 

 

 

2,705

 

 

 

 

 

 

 

Diaco S.A

 

 

 

 

 

 

US$ 5,07 million

 

(309

)

 

 

 

 

206

 

 

 

Diaco S.A

 

 

 

 

 

US$ 5,04 million

 

US$ 5,04 million

 

(165

)

 

 

 

 

66

 

(193

)

 

Cleary Holdings

 

 

 

 

 

 

 

 

(151

)

 

 

 

 

 

 

Cleary Holdings

 

 

 

 

 

 

US$ 20,0 million

 

333

 

 

 

 

 

383

 

 

 

Cleary Holdings

 

 

 

 

 

 

US$ 17,5 million

 

82

 

 

 

 

 

128

 

 

 

 

 

 

 

 

 

 

 

 

 

(59

)

2,554

 

 

 

 

783

 

(193

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swap contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aços Villares S.A.

 

receivable edge

 

Libor 6M + 1.94%

 

 

 

 

(395

)

 

 

 

 

 

 

 

 

payable edge

 

6.95%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Siderúrgica del Perú S.A.A. - Siderperú

 

receivable edge

 

Libor 6M + 0.90%

 

US$ 42,86 million

 

US$ 50,0 million

 

(1,779

)

(2,258

)

 

 

 

 

(4,301

)

(6,064

)

 

 

payable edge

 

5.50%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gerdau Ameristeel Corp.

 

receivable edge

 

Libor 6M + 1.37%

 

 

US$ 1 billion

 

(68,697

)

 

 

(33,203

)

 

 

 

(79,340

)

 

 

payable edge

 

3.48%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GTL Equity Investments Corp.

 

receivable edge

 

Libor 6M

 

 

 

 

(193

)

 

 

 

 

 

 

 

 

payable edge

 

3.48%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GTL Equity Investments Corp.

 

receivable edge

 

4.51% p.a.

 

US$ 100 million

 

US$ 100 million

 

1,012

 

2,760

 

 

 

6,578

 

5,529

 

(7,072

)

(7,072

)

 

 

payable edge

 

3.51% p.a.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(69,464

)

(86

)

 

(33,203

)

6,578

 

5,529

 

(11,373

)

(92,476

)

 

 

 

 

 

 

 

 

 

 

(69,523

)

2,468

 

 

(33,203

)

6,578

 

6,312

 

(11,566

)

(92,476

)

 

The fair value effects was classified in the Balance sheet as follows:

 

 

 

June 30, 2011

 

December 31, 2010

 

Unrealized gains on derivatives

 

 

 

 

 

Current assets

 

 

783

 

Non-current assets

 

6,578

 

5,529

 

 

 

6,578

 

6,312

 

Unrealized losses on derivatives

 

 

 

 

 

Current liabilities

 

(193

)

 

Non-current liabilities

 

(11,373

)

(92,476

)

 

 

(11,566

)

(92,476

)

Net effect

 

(4,988

)

(86,164

)

 

f) Put options on non-controlling interests

 

On January 10, 2006, the Company completed its acquisition of 40% of Corporación Sidenor S.A. (“Sidenor”), a Spanish steel producer with operations in Spain and Brazil. The Santander Group, Spanish financial conglomerate, purchased simultaneously 40% of Sidenor. The acquisition price of 100% of Sidenor consists of a fixed installment of € 443,820 thousand plus a contingent variable installment to be paid only by the Company. The fixed price paid by the Company on January 10, 2006 for its stake of 40% in Sidenor was € 165,828 thousand (R$ 432,577). The Santander Group has the option to sell its interest in Sidenor to the Company after 5 years to the purchase at a fixed price with a fixed interest rate, and Sidenor has the right of preference to purchase these shares and also may, at any time during the period of the put option validity require the Santander Group to exercise the put option before the expiration date. On December 23, 2010, the Santander Group and the Company renewed the put option on Sidenor interest and the new maturity date is January 10, 2014, and can be settled in advanced in January at each year beginning 2012. As a result, the option amounted to € 208,648 thousand (R$ 464,868), updated according to the fixed interest rate. The potential commitment of the Company to purchase from the Santander Group its 40% interest in Sidenor was recorded as a non-current liability under “Put options on non-controlling interest”. As a result of the recognition of this potential obligation, the Company has recognized since the acquisition date, an additional interest of 40% of Sidenor as its investment. As of June 30, 2011, such potential obligation totaled R$ 481,844 (R$ 464,868 as of December 31, 2010).

 

Gerdau Ameristeel has the call option for 16% of the remaining stake in Pacific Coast Steel (PCS), which can be exercised after 5 years from the purchase date, which took place on November 1, 2006. Additionally, the non-controlling shareholders also have the option to sell the remaining 16% interest in PCS to Gerdau Ameristeel, for the established price and also after 5 years from the date of transaction. The established price was set as the EBITDAs average for the 5 last years ended before the option exercise, multiplied proportionally by 5 in the first two years and 6.75 in the last three years. If Gerdau Ameristeel does not exercise the call option, then the minority shareholders are entitled to exercise the option to sell their remaining interest to Gerdau Ameristeel. In case the call/put option is exercised, the other party is obligated to sell/purchase the remaining stake. As established by IAS 32 - Financial Instruments: Presentation, the Company performed the reclassification of the exercise value of the put option from the account “Non-controlling interests” to non-current liabilities under the account “Put options on non-controlling interest”. By the end of the term established in the put and call option and in case none of the involved parties exercise it, the reclassification will be reversed and the amount of the stake held by PCS minority shareholders, on the date of the Consolidated Financial Statements, will be recognized as non-controlling interests. As of June 30, 2011 the amount recorded as potential obligation in current liabilities is R$ 35,173 and R$ 3,811 in non-current liabilities (R$ 40,341 as of December 31, 2010 in non-current liabilities).

 


 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

The Company had a call option of 7.25% of Sipar Gerdau Inversiones S.A. and the non-controlling shareholders of this entity had the option to sell its 7.25% of its remaining interest to the Company. The option was exercised on April 01, 2011 by the amount of US$ 7,590 thousand (R$ 11,941) regarding the acquisition of 7.25% interest in this subsidiary.

 

g) Net investment hedge

 

Based on IFRIC Interpretation 16 issued in July 2008, and substantiated by IAS 39, the Company designated as hedge of part of its net investments in subsidiaries abroad the operations of Ten Year Bonds, contracted by the subsidiary GTL Trade Finance Inc., in the amount of US$ 1.5 billion and by the subsidiary Gerdau Trade Inc., in the amount of US$ 1.25 billion, and also loan operations of the subsidiary Gerdau Açominas S.A. in the amount of US$ 730,9 million, which were made in order to provide part of the resources for these investments acquisitions abroad. Based on the standard and interpretation of standard mentioned above, the Company demonstrated high effectiveness of the hedge as from the debt hiring for acquisition of these companies abroad, whose effects were measured and recognized directly in the statement of Comprehensive Income as an unrealized gain in the amount of R$ 289,025 (loss of R$ 90,450 as of June 30, 2010).

 

The objective of the hedge is to protect, during the existence of the debt, the amount of part of the Company’s investment in the subsidiaries mentioned above against positive and negative oscillations in the exchange rate. This objective is consistent with the Company’s risk management strategy.

 

h) Measurement of fair value:

 

IFRS 7 defines fair value as the price that would be received for an asset or paid for transferring a liability (exit price) in the principal or most advantageous market for the asset or liability in a regular transaction between market participants on the day of calculation. IFRS 7 also establishes a hierarchy of three levels for the fair value, which prioritizes information when measuring the fair value by the company, to maximize the use of observable information and minimize the use of non-observable information. This IFRS describes the three levels of information to be used to measure fair value:

 

Level 1 - quoted prices (not adjusted) in active markets for identical assets and liabilities.

 

Level 2 - Inputs other than quoted prices included in Level 1 available, where (non-adjusted) 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 June 30, 2011, the Company had some assets which the fair value measurement is required on a recurring basis. These assets include investments in private securities and derivative instruments.

 

Financial assets and liabilities of the Company, measured at fair value on a recurring basis and subject to disclosure requirements of IFRS 7 as of June 30, 2011, are as follows:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

 

 

Fair value measurement

 

 

 

June 30, 2011

 

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

 

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

 

Significant
Unobservable
Inputs
(Level 3)

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Short-term investments

 

 

 

 

 

 

 

 

 

Held for Trading

 

2,906,309

 

2,714,510

 

191,799

 

 

Available for sale

 

6,943

 

6,943

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

Long-term investments

 

 

 

 

 

 

 

 

 

Available for sale

 

25,107

 

 

 

25,107

 

Swaps contracts and others

 

6,578

 

 

6,578

 

 

 

 

2,944,937

 

2,721,453

 

198,377

 

25,107

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

 

Swaps contracts and others

 

193

 

 

193

 

 

Put options on non controlling interest

 

 

 

 

 

 

 

 

 

PCS

 

35,173

 

 

 

35,173

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

Swaps contracts and others

 

11,373

 

 

11,373

 

 

Put options on non controlling interest

 

 

 

 

 

 

 

 

 

PCS

 

3,811

 

 

 

3,811

 

Sidenor

 

481,844

 

 

 

481,844

 

 

 

532,394

 

 

11,566

 

520,828

 

 

 

3,477,331

 

2,721,453

 

209,943

 

545,935

 

 

 

 

Fair value measurement

 

 

 

December 31, 2010

 

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

 

Quoted Prices in

Non-Active
Markets for
similar Assets
(Level 2)

 

Significant
Unobservable Inputs
(Level 3)

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Short-term investments

 

 

 

 

 

 

 

 

 

Held for Trading

 

1,105,902

 

724,902

 

381,000

 

 

Available for sale

 

9,559

 

9,559

 

 

 

Swaps contracts and others

 

783

 

 

783

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

Long-term investments

 

 

 

 

 

 

 

 

 

Available for sale

 

26,797

 

 

 

26,797

 

Swaps contracts and others

 

5,529

 

 

5,529

 

 

 

 

1,148,570

 

734,461

 

387,312

 

26,797

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

Swaps contracts and others

 

92,476

 

 

92,476

 

 

Put options on non controlling interest

 

 

 

 

 

 

 

 

 

PCS

 

40,341

 

 

 

40,341

 

Sidenor

 

464,868

 

 

 

464,868

 

Sipar

 

11,497

 

 

 

11,497

 

 

 

609,182

 

 

92,476

 

516,706

 

 

 

1,757,752

 

734,461

 

479,788

 

543,503

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

Changes in the measurements using significant unobservable inputs (Level 3):

 

 

 

Assets

 

Balance as of December 31, 2010

 

26,797

 

(-) Gains and losses on conversion

 

(1,690

)

Balance as of June 30, 2011

 

25,107

 

 

 

 

 

 

 

Liabilities

 

Balance as of December 31, 2010

 

516,706

 

(+) Interests and other contractual obligations

 

9,177

 

(+) Gains and losses on conversion

 

6,442

 

(-) Settlement of obligation

 

(11,497

)

Balance as of June 30, 2011

 

520,828

 

 

 

545,935

 

 

 

 

 

 

 

Assets

 

Balance as of December 31, 2009

 

49,690

 

(-) Interests and other contractual obligations

 

(9,896

)

(-) Gains and losses on conversion

 

(2,140

)

(-) Sell of investments

 

(10,857

)

Balance as of December 31, 2010

 

26,797

 

 

 

 

 

 

 

Liabilities

 

Balance as of December 31, 2009

 

518,096

 

(+) Interests and other contractual obligations

 

54,022

 

(-) Gains and losses on conversion

 

(55,412

)

Balance as of December 31, 2010

 

516,706

 

 

 

543,503

 

 

NOTE 14 — PROVISIONS FOR TAX, LABOR AND CLAIMS

 

The Company and its subsidiaries are parties to judicial and administrative proceedings involving tax, labor and civil 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, operating results and liquidity of the Company and its subsidiaries as of June 30, 2011.

 

The provisions were made considering the judgment of the Management and its legal advisors for the proceedings with more likely than not expectation of losses and the provision is considered enough to cover expected losses. The balances of the provisions are as follows:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

I) Provisions

 

 

 

June 30, 2011

 

December 31, 2010

 

a) Tax provisions

 

 

 

 

 

ICMS (state VAT)

 

21,298

 

48,946

 

CSLL (social contribution tax)

 

66,618

 

64,179

 

IRPJ (corporate income tax)

 

1,430

 

699

 

INSS (social security contribution)

 

21,860

 

20,531

 

ECE (emergency capacity charge)

 

35,026

 

33,832

 

RTE (extraordinary tariff adjustment)

 

22,804

 

22,026

 

II (import tax)/IPI (excise tax) Drawback

 

1,197

 

1,070

 

PIS (financing of social integration program)/COFINS (social security financing) (a.1)

 

372,592

 

268,383

 

Other tax provisions

 

11,739

 

13,213

 

 

 

554,564

 

472,879

 

b) Labor provisions

 

161,019

 

160,026

 

c) Civil provisions

 

9,489

 

12,470

 

 

 

725,072

 

645,375

 

 

a) Provision for tax issues

 

a.1) This reserve is related for Program Tax on Revenue (PIS) credit compensations and the deduction of State VAT (ICMS) from the Social Integration Program Tax on Revenue (PIS) and Social Security Funding Tax on Revenue (COFINS) tax basis. The Company has deposited in court the amounts under discussion.

 

II) Judicial deposits

 

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

 

 

 

June 30, 2011

 

December 31, 2010

 

Judicial deposits

 

 

 

 

 

Tax

 

546,855

 

458,458

 

Labor

 

37,647

 

31,631

 

Civil

 

11,310

 

3,413

 

 

 

595,812

 

493,502

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

NOTE 15 - RELATED-PARTY TRANSACTIONS

 

a)              Intercompany loans

 

 

 

June 30, 2011

 

December 31, 2010

 

Assets

 

 

 

 

 

Associate Companies

 

 

 

 

 

Armacero Ind. Com. Ltda.

 

2,151

 

154

 

 

 

 

 

 

 

Others

 

 

 

 

 

Fundação Gerdau

 

85,266

 

23,214

 

Gerdau Corsa SAPI de C.V.

 

73,540

 

11,542

 

Others

 

229

 

127

 

 

 

 161,186

 

35,037

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Controlling shareholders

 

 

 

 

 

Metalúrgica Gerdau S.A.

 

 

(710

)

 

 

 

 

 

 

Others

 

 

 

 

 

Others

 

(11

)

(12

)

 

 

 (11

)

(722

)

 

 

 

For the Six-month periods ended

 

 

 

June 30, 2011

 

June 30, 2010

 

Net financial income (expenses)

 

2,333

 

(6,030

)

 

b)              Financial operations

 

 

 

Expenses

 

 

 

For the Six-month periods ended

 

 

 

June 30, 2011

 

June 30, 2010

 

Owners

 

 

 

 

 

Indac - Ind. Adm. e Comércio S.A. (*)

 

(11,076

)

(12,178

)

 


(*) Guarantees granted of loans

 

c)              Guarantees granted

 

The Company is the guarantor of associate Dona Francisca Energética S.A. in financing agreements totaling R$ 27,271 as of June 30, 2011, corresponding to a joint guarantee of 51.82%.

 

The Company is guarantor of subsidiary Gerdau Açominas S.A. in financing agreements totaling R$ 1,135,067 as of June 30, 2011.

 

The Company is a guarantor of subsidiary Empresa Siderúrgica del Perú S.A.A.  — Siderperú in a syndicated loan with an approved cap of US$ 150 million (R$ 234,165 as of June 30, 2011). On June 30, 2011, the amount disbursed totaled US$ 9.7 thousand (R$ 15). The Company is also the guarantor of this subsidiary in an extended credit facility of US$ 70 million (R$ 109,277 as of June 30, 2011).

 

The Company and the subsidiaries Gerdau Aços Longos S.A., Gerdau Aços Especiais S.A., Gerdau Açominas S.A. and Gerdau Comercial de Aços S.A are guarantors of GTL Trade Finance Inc. regarding the Ten Years Bonds in the amount of up to US$ 1.5 billion (R$ 2,341,650 as of June 30, 2011).

 

The Company provides guarantee for the obligations taken on by the company Diaco S.A. through a loan made with BBVA Colombia bank in the amount of COP$ 61.5 billion, equivalent to US$ 35 million (R$ 54,639 as of June 30, 2011).

 

The Company provides guarantee for its subsidiary Gerdau Aços Especiais S.A. in a purchase contract of electric energy in the total amount of R$ 8,354 as of June 30, 2011.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

The Company and the subsidiaries Gerdau Aços Longos S.A., Gerdau Aços Especiais S.A., Gerdau Açominas S.A and Gerdau Comercial de Aços S.A are guarantors for Gerdau Holdings Inc. for the issuance of bonus with a maturity of 10 years (Ten Years Bond) in the amount of US$ 1.25 billion (R$ 1,951,375 as of June 30, 2011).

 

The Company is a guarantor of associate Industrias Nacionales C. por A. in an agreement with BNP Paribas to finance constructions and auxiliary equipment totaling US$ 25 million (R$ 39,028 as of June 30, 2011). The Company is also guarantor of the same associate in an agreement with BNP Paribas to finance 85% of the main limited to US$ 34.9 million (R$ 54,482 as of June 30, 2011). On this date the amount disbursed totaled US$ 32.9 million (R$ 51,325).

 

The Company provides guarantee to a line of credit to working capital to its associate Gerdau Corsa SAPI de C.V., with Banco BBVA, in the amount of US$ 44.5 million (R$ 69,469 as of June 30, 2011).

 

The Company is the guarantor of subsidiary Gerdau Açominas S.A. in a financing agreement with Santander Bank in the amount of US$ 40.5 million (R$ 63,225 as of June 30, 2011).

 

d)              Debentures

 

Debentures are held by parent companies, directly or indirectly, in the amount of R$ 420,196 as of June 30, 2011 (R$ 456,397 as of December 31, 2010).

 

e)              Price conditions and charges

 

Loan agreements between Brazilian companies are adjusted by the monthly variation of the CDI (Interbank Deposit Certificate), which was 2.88% and 5.52% for the three-month and six-month periods ended on June 30, 2011, respectively (2.27 and 4.29% for the three-month and six-month periods ended on June 30, 2010, respectively). The agreements with foreign companies are adjusted by contracted charges plus foreign exchange variation, when applicable. The sales and purchases of inputs and products are made under terms and conditions agreed between the parties under normal market conditions.

 

f)                Management compensation

 

The Company paid to its management salaries and variable compensation totaling R$ 5,945 and R$ 37,902 for the three-month and six-month periods ended on June 30, 2011, respectively (R$ 5,637 and R$ 31,427 for the three-month and six-month periods ended on June 30, 2010, respectively).

 

NOTE 16 — EQUITY — PARENT COMPANY GERDAU S.A.

 

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 par value. In the case of capital increase by subscription of new shares, the right of preference shall be exercised before the deadline of 30 days, except in the case of a public offering, when the deadline shall not be less than 10 days.

 

The reconciliation of the number of common and preferred shares outstanding at the beginning and at the end of the periods is presented as follows:

 

 

 

June 30, 2011

 

December 31, 2010

 

 

 

Common
shares

 

Preferred
shares

 

Common
shares

 

Preferred
shares

 

Balance at the beginning of the period

 

503,903,035

 

1,000,912,831

 

494,888,956

 

925,709,735

 

Repurchases

 

 

(3,100,000

)

 

(1,700,000

)

Issuance of shares

 

68,026,910

 

134,830,100

 

9,014,079

 

76,407,413

 

Exercise of stock option

 

 

1,236,627

 

 

495,683

 

Balance at the end of the period

 

571,929,945

 

1,133,879,558

 

503,903,035

 

1,000,912,831

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

Primary Public Offering of Company Shares: On March 21, 2011, Gerdau S.A. announced a primary public offering of shares. On April 12, 2011, the Board of Directors of Gerdau SA approved the issuance of 68,026,910 common shares and 134,830,100 preferred shares, totaling a capital increase of R$ 3,597,829 (net of capital increase costs of R$ 58,870), undertaken in the context of the primary public offering of Company shares. As a result of the issuance of shares, the capital of the Company increased from R$ 15,651,352 to R$ 19,249,181.

 

As of June 30, 2011, 573,627,483 common shares and 1,146,031,245 preferred shares are subscribed and paid up, totaling a paid up capital of R$ 19,249,181 (Net of capital increase costs). The shares are distributed as follows:

 

 

 

Shareholders

 

 

 

June 30, 2011

 

December 31, 2010

 

Shareholders

 

Common

 

%

 

Pref.

 

%

 

Total

 

%

 

Common

 

%

 

Pref.

 

%

 

Total

 

%

 

Metalúrgica Gerdau S.A.

 

449,712,654

 

78.4

 

252,841,484

 

22.1

 

702,554,138

 

40.9

 

387,232,264

 

76.6

 

321,839,377

 

31.8

 

709,071,641

 

46.7

 

Brazilian institutional investors

 

23,595,756

 

4.1

 

191,282,294

 

16.7

 

214,878,050

 

12.5

 

26,904,285

 

5.3

 

131,324,132

 

13.0

 

158,228,417

 

10.4

 

Foreign institutional investors

 

22,385,048

 

3.9

 

458,478,198

 

40.0

 

480,863,246

 

28.0

 

16,323,426

 

3.2

 

334,866,881

 

33.1

 

351,190,307

 

23.2

 

Other shareholders

 

76,236,487

 

13.3

 

231,277,582

 

20.2

 

307,514,069

 

17.8

 

73,443,060

 

14.6

 

212,882,441

 

21.1

 

286,325,501

 

18.9

 

Treasury shares

 

1,697,538

 

0.3

 

12,151,687

 

1.0

 

13,849,225

 

0.8

 

1,697,538

 

0.3

 

10,288,314

 

1.0

 

11,985,852

 

0.8

 

 

 

573,627,483

 

100.0

 

1,146,031,245

 

100.0

 

1,719,658,728

 

100.0

 

505,600,573

 

100.0

 

1,011,201,145

 

100.0

 

1,516,801,718

 

100.0

 

 

Preferred shares do not have voting rights and cannot be redeemed but have the same rights as common shares in the distribution of dividends.

 

b) Treasury stocks

 

Changes in treasury shares are as follows:

 

 

 

June, 30 2011

 

December, 31 2010

 

 

 

Common
shares

 

R$

 

Preferred
shares

 

R$

 

Common
shares

 

R$

 

Preferred
shares

 

R$

 

Opening balance

 

1,697,538

 

557

 

10,288,314

 

160,848

 

1,697,538

 

557

 

9,083,997

 

124,128

 

Repurchases

 

 

 

3,100,000

 

70,228

 

 

 

1,700,000

 

44,620

 

Exercise of stock option

 

 

 

(1,236,627

)

(3,735

)

 

 

(495,683

)

(7,900

)

Closing balance

 

1,697,538

 

557

 

12,151,687

 

227,341

 

1,697,538

 

557

 

10,288,314

 

160,848

 

 

As of June 30, 2011, the Company had 12,151,687 preferred shares in treasury, totaling R$ 227,341. These shares will be held in treasury for subsequent cancelling or will service the long-term incentive plan of the Company. During the first semester of 2011, 1,236,627 shares were delivered for the exercise of stock options with losses of R$ 3,735, which were recorded in the Stock options account. The average acquisition cost of these shares was R$ 17.75 Brazilian Reais, ranging from R$ 6.78 to R$ 17.50.

 

c) Legal reserves - under the Brazilian Corporate Law, the Company must transfer 5% of its profit for the year determined in the corporate books in accordance with accounting practices adopted in Brazil to the legal reserve until this reserve equals 20% of the paid-in capital. The legal reserve can be used to increase capital or absorb losses, but cannot be used for dividend purposes.

 

d) Stock options plan — consists of the expense recorded due to the stock option plan and by the exercised stock options.

 

e) Other reserves - Include: cumulative translation differences, unrealized gains and losses on net investment hedges, unrealized gains and losses on cash flow hedges and unrealized gains and losses on available for sale securities.

 

f) Retained earnings - consist of earnings not distributed to the shareholders and include the reserves required by the Company bylaws. The Board of Directors may propose to the shareholders the transfer of at least 5% of the profit for each year determined in its corporate books in accordance with accounting practices adopted in Brazil to a reserve (Reserve for Investments and Working Capital). The reserve is recorded only after the minimum dividend requirements are met and its balance cannot exceed the amount of paid-in capital. The reserve can be used to absorb losses, if necessary, for capitalization, payment of dividends or repurchase of shares.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

NOTE 17 — EARNINGS PER SHARE (EPS)

 

In compliance with IAS 33, Earnings per Share, the following tables reconcile the net income to the amounts used to calculate the basic and diluted earnings per share.

 

Basic

 

 

 

For the three-month period ended on June 30, 2011

 

For the three-month period ended on June 30, 2010

 

 

 

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

 

157,234

 

311,762

 

468,996

 

255,869

 

477,187

 

733,056

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

554,923,218

 

1,100,301,121

 

 

 

494,888,956

 

922,953,804

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share (in R$) — Basic

 

0.28

 

0.28

 

 

 

0.52

 

0.52

 

 

 

 

 

 

For the six-month period ended on June 30, 2011

 

For the six-month period ended on June 30, 2010

 

 

 

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

 

287,706

 

572,093

 

859,799

 

431,565

 

805,756

 

1,237,321

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

531,769,699

 

1,057,402,421

 

 

 

494,888,956

 

923,984,229

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share (in R$) — Basic

 

0.54

 

0.54

 

 

 

0.87

 

0.87

 

 

 

 

Diluted

 

 

 

For the three-month
period ended on
June 30, 2011

 

For the three-month
period ended on June
30, 2010

 

Diluted numerator

 

 

 

 

 

Allocated net income available to Common and Preferred shareholders

 

 

 

 

 

Net income allocated to preferred shareholders

 

311,762

 

477,187

 

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.

 

(200

)

448

 

 

 

311,562

 

477,635

 

 

 

 

 

 

 

Net income allocated to common shareholders

 

157,234

 

255,869

 

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.

 

200

 

(448

)

 

 

 

 

 

 

 

 

157,434

 

255,421

 

 

 

 

 

 

 

Diluted denominator

 

 

 

 

 

Weighted - average number of shares outstanding

 

 

 

 

 

Common Shares

 

554,923,218

 

494,888,956

 

Preferred Shares

 

 

 

 

 

Weighted-average number of preferred shares outstanding

 

1,100,301,121

 

922,953,804

 

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

 

(2,103,220

)

2,482,261

 

Total

 

1,098,197,901

 

925,436,065

 

 

 

 

 

 

 

Earnings per share — Diluted (Common and Preferred Shares)

 

0.28

 

0.52

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

 

 

For the six-month
period ended on
June 30, 2011

 

For the six-month
period ended on June
30, 2010

 

Diluted numerator

 

 

 

 

 

Allocated net income available to Common and Preferred shareholders

 

 

 

 

 

Net income allocated to preferred shareholders

 

572,093

 

805,756

 

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.

 

(120

)

816

 

 

 

571,973

 

806,572

 

 

 

 

 

 

 

Net income allocated to common shareholders

 

287,706

 

431,565

 

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.

 

120

 

(816

)

 

 

 

 

 

 

 

 

287,826

 

430,749

 

 

 

 

 

 

 

Diluted denominator

 

 

 

 

 

Weighted - average number of shares outstanding

 

 

 

 

 

Common Shares

 

531,769,699

 

494,888,956

 

Preferred Shares

 

 

 

 

 

Weighted-average number of preferred shares outstanding

 

1,057,402,421

 

923,984,229

 

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

 

(658,308

)

2,689,178

 

Total

 

1,056,744,113

 

926,673,407

 

 

 

 

 

 

 

Earnings per share — Diluted (Common and Preferred Shares)

 

0.54

 

0.87

 

 

The Company does not have instruments that were not included in the calculation of diluted EPS because they were antidilutive.

 

NOTE 18 — PROFIT SHARING

 

a) The profit sharing of the management of the Company is limited to 10% of net income, after deducted the income tax and the compensation paid, in accordance to the Company by-laws; and

 

b) The profit sharing of the employees is based on achievement of operational targets and is presented as general and administrative expenses.

 

NOTE 19 — LONG-TERM INCENTIVE PLANS

 

I) Gerdau S.A.

 

The Extraordinary Shareholders’ Meeting held on April 30, 2003 decided, based on a previously approved plan and within the limit of the authorized capital, to grant preferred stock options to management, employees, or people who render services to the Company or its subsidiaries, and approved the development of the Long-Term Incentive Program that represents a new method of compensation of the strategic officers of the Company. The options can be exercised in a maximum of five years after the grace period.

 


 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

a)         Summary of changes in the plan:

 

 

 

 

 

 

 

 

 

Quantity of shares

 

Year of
grant

 

Exercise
price - R$

 

Vesting
period

 

Average accrued market
price

 

Initial balance on
December 31, 2010

 

Granted

 

Cancelled

 

Exercised

 

End balance on
June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2004

 

6.78

 

5 years

 

22.31

 

988,582

 

 

 

(59,459

)

929,123

 

2005

 

10.58

 

3 years

 

22.31

 

387,116

 

 

 

(8,928

)

378,188

 

2005

 

10.58

 

5 years

 

22.31

 

932,681

 

 

 

(50,992

)

881,689

 

2006

 

12.86

 

5 years

 

22.31

 

1,624,621

 

 

 

(68,718

)

1,555,903

 

2007

 

17.50

 

5 years

 

22.31

 

1,280,299

 

 

(15,006

)

(8,142

)

1,257,151

 

2008

 

26.19

 

5 years

 

22.31

 

1,083,020

 

 

(15,160

)

 

1,067,860

 

2009

 

14.91

 

5 years

 

22.31

 

2,169,970

 

 

(25,928

)

(10,064

)

2,133,978

 

2010

 

29.12

 

5 years

 

22.31

 

1,607,567

 

 

(24,606

)

(2,281

)

1,580,680

 

2011

 

22.61

 

5 years

 

22.31

 

 

1,446,258

 

(29,259

)

(9,549

)

1,407,450

 

 

 

 

 

 

 

 

 

10,073,856

 

1,446,258

 

(109,959

)

(218,133

)

11,192,022

 

 

 

 

 

 

 

 

 

 

Quantity of shares

 

Year of
grant

 

Exercise
price - R$

 

Vesting
period

 

Average accrued market
price

 

Initial balance on
December 31, 2009

 

Granted

 

Cancelled

 

Exercised

 

End balance on
December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2004

 

6.78

 

5 years

 

25.02

 

1,106,729

 

 

(4,702

)

(113,445

)

988,582

 

2005

 

10.58

 

3 years

 

25.02

 

426,401

 

 

(3,315

)

(35,970

)

387,116

 

2005

 

10.58

 

5 years

 

25.02

 

1,107,268

 

 

(3,926

)

(170,661

)

932,681

 

2006

 

12.86

 

5 years

 

25.02

 

1,682,616

 

 

(25,562

)

(32,433

)

1,624,621

 

2007

 

17.50

 

5 years

 

25.02

 

1,336,760

 

 

(22,836

)

(33,625

)

1,280,299

 

2008

 

26.19

 

5 years

 

25.02

 

1,128,810

 

 

(42,553

)

(3,237

)

1,083,020

 

2009

 

14.91

 

5 years

 

25.02

 

2,247,050

 

 

(46,531

)

(30,549

)

2,169,970

 

2010

 

29.12

 

5 years

 

25.02

 

 

1,631,157

 

(23,590

)

 

1,607,567

 

 

 

 

 

 

 

 

 

9,035,634

 

1,631,157

 

(173,015

)

(419,920

)

10,073,856

 

 

As of June 30, 2011 the Company has a total of 12,151,687 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 and/or death.

 

b) Status of the plan as of June 30, 2011:

 

 

 

Grant

 

 

 

 

 

2004

 

2005

 

2006

 

2007

 

2008

 

2009

 

2010

 

2011

 

Average

 

Total options granted

 

929,123

 

1,259,877

 

1,555,903

 

1,257,151

 

1,067,860

 

2,133,978

 

1,580,680

 

1,407,450

 

 

 

Exercise price- R$

 

6.78

 

10.58

 

12.86

 

17.50

 

26.19

 

14.91

 

29.12

 

22.61

 

17.81

 

Fair value of options on the granting date - R$ per option (*)

 

5.77

 

5.20

 

8.66

 

15.30

 

21.22

 

6.98

 

13.07

 

11.30

 

10.61

 

Average exercise period on the grant date (years)

 

4.95

 

4.73

 

4.87

 

4.90

 

4.89

 

4.87

 

4.86

 

4.84

 

4.86

 

 


(*) Calculated considering the model of Black-Scholes.

 

The percentage of by which shareholders’ interests could potentially be diluted if all options were exercised is approximately 0.8%.

 

The long-term incentive plans costs recognized in the profit for the year were R$ 3,812 and R$ 7,577 for the three-month and six-month periods ended on June 30, 2011, respectively (R$ 3,690 and R$ 6,820 as of June 30, 2010, respectively).

 

c) Economic assumptions used to recognize costs of employee compensation:

 

The Company recognizes costs of employee compensation based on the fair value of the options granted, considering their fair value on the date of granting. The Company uses the Black-Scholes model for determining the fair value of the options. To determine fair value, the Company used the following economic assumptions:

 

 

 

Grant 2004

 

Grant 2005

 

Grant 2006

 

Grant 2007

 

Grant 2008

 

Grant 2009

 

Grant 2010

 

Grant 2011

 

Dividend yield

 

7.03

%

7.90

%

9.99

%

4.32

%

2.81

%

4.13

%

2.08

%

2.06

%

Stock price volatility

 

43.31

%

38.72

%

41.51

%

38.72

%

37.77

%

57.81

%

57.95

%

57.15

%

Risk-free rate of return

 

8.38

%

8.38

%

12.80

%

12.40

%

14.04

%

12.32

%

12.73

%

11.85

%

Expected period until maturity

 

4.9 years

 

4.7 years

 

4.9 years

 

4.9 years

 

4.9 years

 

4.9 years

 

4.9 years

 

4.8 years

 

 

The Company settles this employee benefit plan by delivering shares it has issued, which are kept in treasury until the exercise of the options by its employees.

 

II) Gerdau Ameristeel Corporation — (“Gerdau Ameristeel”)

 

In February 2010, the Board of Directors of Gerdau Ameristeel 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 Gerdau Ameristeel at the time of grant.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

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.

 

On March 12, 2010, an award of approximately US$ 11.8 million (R$ 20.8 million) was granted to participants under the EIP for 2010 performance. Gerdau Ameristeel issued 1,728,689 equity-settled SARs, 277,621 RSUs, and 396,602 PSUs under this plan. This award is being accrued over the vesting periods, which is between 4 to 5 years.

 

On March 16, 2011, an award of approximately US$ 11.2 million (R$ 18.2 million) was granted to participants under the EIP for 2011 performance. The Company issued 1,280,082 equity-settled SARs, 107,286 RSUs, and 214,572 PSUs under this plan. This award is being accrued over the vesting period of 5 years.

 

In connection with the adoption of the EIP, the Company terminated the existing long-term incentive plan (“LTIP”), and no further awards will be granted under the LTIP. All outstanding awards under the LTIP will remain outstanding until either exercised, forfeited or they expire. On June 30, 2011, there were 2,452,582 cash-settled SARs, 1,220,677 stock options, and 199,935 phantom shares outstanding under the LTIP. These awards are being accrued over the vesting period of 4 years.

 

On August 30, 2010, Gerdau S.A. indirectly acquired all of the outstanding common shares of the Gerdau Ameristeel not already owned, directly or indirectly, by Gerdau S.A. In connection with the acquisition, all outstanding Options, SARs, PSUs, RSUs, and Phantom Shares were converted to awards in respect of American Depository Receipts of Gerdau S.A. (ADR), which represents the right to receive one preferred share of Gerdau S.A. The conversion was based on the relative value of a common share of the Company to an ADR as at the closing of the Arrangement in order to maintain an equivalent intrinsic value of the award at the time of the exchange. A conversion factor was applied of 0.7993 (the conversion factor), equal to the final closing price of a common share of the Gerdau Ameristeel on the New York Stock Exchange (NYSE) divided by the closing price of an ADR on the NYSE on August 27, 2010, the last trading day for the Gerdau Ameristeel common shares.

 

All amounts (e.g. grants, exercises, forfeitures, weighted average fair value, fair value, etc.) disclosed in this footnote regarding Equity Incentive Plan prior to August 30, 2010 (the “modification date”) are on a pre-conversion basis in respect of the Gerdau Ameristeel common shares.  All amounts disclosed related to activity after the modification date are on a post-conversion basis in respect of ADRs.

 

Modification expenses for equity-settled option awards are recognized if the effect of the modification increases the total fair value of the equity-settled awards or is otherwise beneficial to the employee. The incremental fair value granted is the difference between the fair value of the modified equity award and that of the original award, both estimated at the date of modification. If the modification occurs during the vesting period, the incremental fair value granted is recognized for services received over the remaining vesting period while the original grant date fair value of the original equity award continues to be recognized in accordance with the original vesting period. If the modification occurs after vesting date, the incremental fair value granted is recognized immediately. The modification date fair value of all of the Gerdau Ameristeel equity settled awards was less than the fair value of the original awards at the modification date. As such, no incremental expense was recognized by the Gerdau Ameristeel. The modification did not impact the Company’s classification of equity-settled and cash-settled awards.

 

During the three-month and six-month periods ended June 30, 2011, the compensation costs recognized for all equity-settled awards were US$1.2 million (R$ 1.9 million) and US$ 2.6 million (R$ 4.1 million), respectively and during the three-month and six-month periods ended June 30, 2010, the compensation costs recognized for all equity-settled awards were $0.2 million (R$ 0.3 million) and $0.8 million (R$ 1.4 million), respectively. During the three-month and six-month periods ended the compensation costs related to cash-settled awards were US$ (3.1) million (R$ (4.8) million) and US$ (3.4) million (R$ (5.3) million), respectively, and during the three-month and six-month periods ended on June 30, 2010 the amounts were US$ 7.2 million (R$ 13.0 million) and US$ 8.2 million (R$ 14.8 million), respectively.

 

As of June 30, 2011 and 2010, the outstanding liability for share-based payment transactions included in Other non-current liabilities in the Gerdau Ameristeel consolidated financial statements was US$13.2 million (R$ 20.6 million) and US$19.8 million (R$ 35.7 million), respectively. The total intrinsic value of share-based liabilities for which the participant’s right to cash had vested was US$ 5.6 million (R$ 8.7 million) and US$ 5.7 million (R$ 10.3 million) as of June 30, 2011 and 2010, respectively.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

Phantom Shares

 

Phantom Shares provide the holder with the opportunity to receive a cash payment equal to the fair market value of the ADSs. Phantom Shares vest 25% each year over a four year period with the holders receiving payment for vested shares on each grant anniversary date. The holders of Phantom Shares have no voting rights, but accumulate additional shares based on notional dividends paid by Gerdau S.A. on its ADRs at each dividend payment date, which are reinvested as additional Phantom Shares. Compensation expense related to Phantom Shares is recognized over the vesting period based upon the number of shares that are expected to vest and remain outstanding at the end of the reporting period. On the date of grant, the fair value of a Phantom Share is equal to the fair value of the underlying reference shares. For Phantom Shares, the fair value is remeasured at each balance sheet reporting date.

 

Share Appreciation Rights (SARs)

 

SARs provide the holder with the opportunity to receive either ADRs or a cash payment equal to the fair market value of the ADRs less the grant price. The grant price is set at the closing price of the Company’s common shares on the grant date. SARs have a vesting period of four to five years and expire ten years after the grant date. Expenses with this plan are recognized based on the fair value of the awards that are still in the vesting period and remain outstanding at the end of the reporting period. The Black-Scholes option pricing model is used to calculate an estimate of fair value.  Gerdau Ameristeel has SARs that may be settled in shares or in cash. For equity-settled SARs, the fair value is estimated only on the grant date. For cash-settled SARs, the fair value is remeasured at each reporting date.

 

The grant date fair value of equity-settled SARs granted during the six-month period ended on June 30, 2011 and 2010 was US$ 5.45 and US$ 3.72 (R$ 8.88 and R$ 6.63), respectively and the principal assumptions used in applying the Black-Scholes option pricing model were as follows:

 

 

 

2011

 

2010

 

Dividend yield

 

2.56

%

2.77

%

Stock price volatility

 

52.75

%

60.99

%

Risk-free rate of return

 

2.37

%

2.81

%

Expected period until maturity

 

6.51 years

 

6,51 years

 

 

SARs for settlement in shares, which were modified during the year ended December 31, 2010, the fair value at the date of modification was US$ 6.40 (R$ 10.42). The principal assumptions used in the Black-Scholes pricing model were the following:

 

 

 

2010

 

Dividend yield

 

2.95

%

Volatility in the share price

 

53.63

%

Free rate of return risk

 

1.77

%

Expected period to maturity

 

6.04 years

 

 

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions. The model requires the use of subjective assumptions. Expected volatility was based on historical volatility of the Company’s stock as well as other companies operating similar businesses. The expected life (in years) was determined using historical data to estimate SARs exercise patterns. The expected dividend yield was based on the historical annualized dividend rates. The risk free interest rate was based on the rate for US Treasury bonds commensurate with the expected term of the granted SARs.

 

Restricted Share Units (RSUs)

 

RSUs entitle their holders to receive a certain number of common shares after a determined vesting period. The RSUs have a vesting period of five years. The holders of RSUs have no voting rights, but accumulate additional units based on notional dividends paid by the Company on its common shares at each dividend payment date, which are reinvested as additional RSUs. Expenses related to RSUs are recognized over the vesting period based on the fair value of the Company’s RSUs on the grant date and the awards that are expected to be granted. The fair value is calculated based on the closing price of the

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

Company’s common shares on the grant date. The weighted average fair value of RSUs granted was US$ 13.0 and US$ 7.89 (R$ 21.17 and R$ 14.05) for the six-month period ended June 30, 2011 and 2010, respectively.

 

During the year ended on December 31, 2010, all RSUs were converted into awards for the ADRs (based on conversion factor) that resulted in an average fair value at the modification date of US$ 9.87 (R$ 16.45).

 

Performance Share Units (PSUs)

 

PSUs give the holder the right to receive one common share for each unit that vests on the vesting date as determined by the Company. The holders of PSUs accumulate additional units based upon notional dividends paid by the Company on its ADRs on each dividend payment date, which are reinvested as additional PSUs. The percentage of PSUs initially granted depends upon the Company’s performance over the performance period against pre-established performance goals.  Expenses related to each PSU grant are recognized over the performance period based upon the fair value of the Company’s PSUs on the grant date and the number of units expected to be exercised. The fair value is calculated based on the closing price of the Company’s common shares on the date of grant. The weighted average fair value of PSUs granted was US$ 13 and US$ 7.89 (R$ 21.17 and R$ 14.05) for the six-month periods ended June 30, 2011 and 2010, respectively.

 

During the year ended December 31, 2010, all PSUs were converted into awards for the ADRs (based on conversion factor) that resulted in an average fair value at the modification date of US$ 9.87 (R$ 16.45).

 

Stock Options

 

The Company’s stock options vest over a period of four years. The maximum term of an option is 10 years from the date of grant. On the date of grant, the exercise price of options is based on the fair value of the underlying reference shares.

 

There were no stock options granted during the three-month and six-month periods ended on June 30, 2011 and 2010.

 

During the year ended December 31, 2010, all of the Company’s stock options were converted to awards in respect of ADRs (based on the conversion factor). Gerdau Ameristeel revalued the original awards at the modification date and also fair valued the new awards at the modification date. Both values were derived using the Black-Scholes option-pricing model. The modification date fair value of the new awards was less than the fair value of the original awards at the modification date. As such, no incremental expense was recognized by Gerdau Ameristeel.

 

The table below summarizes stock options for the six-month period ended on June 30, 2011:

 

 

 

June 30, 2011

 

 

 

 

 

Average market
price in the period

 

 

 

Number of shares

 

US$

 

R$

 

Available at the beginning of the year

 

1,640,591

 

8.08

 

12.61

 

Options exercised (a)

 

(159,530

)

3.09

 

4.82

 

Available at the end of the period

 

1,481,061

 

8.61

 

13.44

 

 

 

 

 

 

 

 

 

Shares exercised

 

859,093

 

 

 

 

 

 


(a) The weighted-average price was based on the exercise date.

 

The summary of the stock options for the year ended on December 31, 2010 is as follows:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

 

 

December 31, 2010 (b)

 

 

 

 

 

Weighted

 

 

 

Number of

 

Exercise Price

 

 

 

Shares

 

US$

 

R$

 

Activity prior to the Gerdau acquisition

 

 

 

 

 

 

 

Outstanding at the beginning of the year

 

2,828,498

 

5.79

 

9.65

 

Exercised (c)

 

(299,589

)

3.09

 

5.15

 

Forfeited

 

(355,193

)

5.11

 

8.51

 

Outstanding at the date of Gerdau acquisition

 

2,173,716

 

10.99

 

18.31

 

 

 

 

 

 

 

 

 

Activity upon the Gerdau Acquisition (modification date):

 

 

 

 

 

 

 

Outstanding at the date of Gerdau acquisition

 

2,173,716

 

10.99

 

18.31

 

Exchange of options of Gerdau S.A.

 

(2,173,716

)

10.99

 

18.31

 

Replacement options (referenced to Gerdau S.A. ADRs)

 

1,737,318

 

7.86

 

13.10

 

Outstanding upon modification

 

1,737,318

 

7.86

 

13.10

 

 

 

 

 

 

 

 

 

Activity subsequent to the Gerdau Acquisition:

 

 

 

 

 

 

 

Outstanding upon modification

 

1,737,318

 

7.86

 

13.10

 

Exercised (c)

 

(96,727

)

4.11

 

6.85

 

Outstanding at the end of the period

 

1,640,591

 

8.08

 

13.46

 

 

 

 

 

 

 

 

 

Options exercisable at end of year

 

712,272

 

10.15

 

16.91

 

 


(b) The number of shares and weighted average exercise price prior to the replacement of options which resulted from the Gerdau Acquisition were referenced to common shares of the Company.  After the replacement of options, the number of shares and weighted average exercise price are referenced to Gerdau S.A. ADRs.

 

(c) The weighted-average exercise price was computed based on the date of exercise.

 

The following table summarizes information about options outstanding at June 30, 2011:

 

 

 

Quantity

 

Average period of

 

Average price of
exercise

 

Number exercisable at

 

Excercise price range

 

Available

 

grace (in year)

 

US$

 

R$

 

June 30, 2011

 

US$ 1.73 to US$ 4.35 (R$ 2.70 to R$ 6.79)

 

917,673

 

7.1

 

4.18

 

6.53

 

392,776

 

US$ 11.89 to US$ 13.64 (R$ 18.56 to R$ 21.29)

 

338,966

 

5.4

 

13.19

 

20.59

 

311,550

 

US$ 19.84 (R$ 30.97)

 

224,422

 

6.7

 

19.84

 

30.97

 

154,768

 

 

 

1,481,061

 

 

 

 

 

 

 

859,094

 

 

III) Gerdau MacSteel Inc. (“Gerdau MacSteel”)

 

Gerdau Macsteel Inc. and its subsidiaries have long-term incentive plans that are designed to reward the Company’s senior management with bonuses based on the achievement of return on capital invested targets.  Bonuses which have been earned are awarded after the end of the year in the form of cash or stock appreciation rights (“SARs”).  The portion of any bonus which is payable in cash is to be paid in the form of phantom stock.  The number of shares of phantom stock awarded to a participant is determined by dividing the cash bonus amount by the market value of the Gerdau S.A. ADRs at the date the award of phantom stock is made, based in the average price of Preferred Shares in the New York Stock Exchange. Phantom stock and SAR’s vest 25% on each of the first four anniversaries of the date of the award. Phantom Stock is paid in cash when exercised. An award of approximately US$ 0.8 million (R$ 1.2 million) was earned by participants in the first semester of 2011 and was granted 41% in SARs, 39% in Performance Shares and 20% in Restrict Shares. In 2010 an award of approximately US$ 1.1 million (R$ 1.83 million) was granted to the employees and was issued 44% in SAR’s, 37% in Performance Shares and 19% in Restrict Shares.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

The subsidiary Gerdau MacSteel uses the Black-Scholes pricing method to determine the fair value of stock appreciation rights, recognizing the stock compensation cost as services are provided. The subsidiary used the following economic assumptions to recognize the fair value of these instruments:

 

Performance Shares

 

 

 

2011

 

2010

 

Dividend yield

 

2.68

%

2.68

%

Volatility in the share price

 

52.43

%

52.43

%

Free rate of return risk

 

1.442

%

1.690

%

Expected period to maturity

 

4.52 years

 

3.51 years

 

 

SARS and Restrict Shares

 

 

 

2011

 

2010

 

2009

 

Dividend yield

 

2.68

%

2.68

%

2.68

%

Volatility in the share price

 

52.43

%

52.43

%

52.43

%

Free rate of return risk

 

2.028

%

0.850

%

1.352

%

Expected period to maturity

 

6.01 years

 

5.01 years

 

3.93 years

 

 

As of June 30, 2011 long-term incentive plan costs not yet recorded related to grants still in the grace period amounted to approximately US$ 2.6 million (R$ 4.1 million), and the average period for recognizing these costs was 4.9 years.

 

NOTE 20 — EXPENSES BY NATURE

 

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

 

 

 

For the Three-Month periods ended

 

For the Six-Month periods ended

 

 

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

Depreciation and amortization

 

(430,872

)

(472,087

)

(878,436

)

(931,841

)

Labor expenses

 

(1,154,784

)

(1,065,690

)

(2,282,389

)

(2,042,995

)

Raw material and consumption material

 

(5,560,400

)

(4,537,407

)

(10,750,902

)

(8,446,492

)

Freight

 

(460,259

)

(402,842

)

(893,650

)

(749,309

)

Other expenses

 

(571,126

)

(615,963

)

(1,115,210

)

(1,104,760

)

 

 

(8,177,441

)

(7,093,989

)

(15,920,587

)

(13,275,397

)

 

 

 

 

 

 

 

 

 

 

Classified as:

 

 

 

 

 

 

 

 

 

Cost of sales

 

(7,606,316

)

(6,481,762

)

(14,805,378

)

(12,182,041

)

Selling expenses

 

(157,147

)

(137,924

)

(295,371

)

(259,149

)

General and administrative expenses

 

(431,654

)

(475,658

)

(872,920

)

(857,719

)

Other operating income

 

57,120

 

9,910

 

102,449

 

48,518

 

Other operating expenses

 

(39,444

)

(8,555

)

(49,367

)

(25,006

)

 

 

(8,177,441

)

(7,093,989

)

(15,920,587

)

(13,275,397

)

 


 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

NOTE 21 — FINANCIAL INCOME

 

 

 

For the Three-Month periods ended

 

For the Six-Month periods ended

 

 

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

Income from short-term investments

 

70,387

 

45,609

 

93,569

 

101,484

 

Interest income and other financial incomes

 

36,219

 

26,071

 

71,178

 

45,998

 

Financial income total

 

106,606

 

71,680

 

164,747

 

147,482

 

 

 

 

 

 

 

 

 

 

 

Interest on debts

 

(199,371

)

(208,399

)

(403,864

)

(427,056

)

Monetary variation and other financial expenses

 

(54,074

)

(93,933

)

(105,081

)

(128,478

)

Financial expenses total

 

(253,445

)

(302,332

)

(508,945

)

(555,534

)

 

 

 

 

 

 

 

 

 

 

Exchange variations, net

 

(202

)

(25,591

)

25,683

 

(96,436

)

Gains and losses on derivatives, net

 

(69,654

)

1,019

 

(69,523

)

2,468

 

Financial result, net

 

(216,695

)

(255,224

)

(388,038

)

(502,020

)

 

NOTE 22 — SEGMENT REPORTING

 

The Gerdau Executive Committee, which is composed of most of the senior officers of the Company, is responsible for managing the business.

 

The segments of the Company are as follows: Brazil Operation (includes operations in Brazil, except specialty steels), North America Operation (includes all operations in North America, except those of Mexico and specialty steels (Macsteel)), Latin America Operation (includes all operations in Latin America, except Brazil) and Specialty Steel Operation (including specialty steel operations in Brazil, Europe, the United States and India).

 

 

 

For the Three-month periods ended

 

 

 

Brazil Operation

 

North America Operation

 

Latin America Operation

 

Specialty Steels Operation

 

Eliminations and Adjustments

 

Consolidated

 

 

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

Net sales

 

3,469,308

 

3,443,638

 

2,689,472

 

2,316,471

 

1,045,071

 

903,212

 

2,032,002

 

1,780,302

 

(225,986

)

(147,875

)

9,009,867

 

8,295,748

 

Cost of sales

 

(2,853,818

)

(2,481,749

)

(2,375,457

)

(2,066,072

)

(912,248

)

(712,587

)

(1,671,321

)

(1,360,314

)

206,528

 

138,960

 

(7,606,316

)

(6,481,762

)

Gross profit

 

615,490

 

961,889

 

314,015

 

250,399

 

132,823

 

190,625

 

360,681

 

419,988

 

(19,458

)

(8,915

)

1,403,551

 

1,813,986

 

Selling expenses

 

(87,119

)

(72,791

)

(23,266

)

(18,902

)

(22,691

)

(18,335

)

(24,072

)

(27,977

)

1

 

81

 

(157,147

)

(137,924

)

General and administrative expenses

 

(239,066

)

(220,214

)

(85,416

)

(127,082

)

(38,954

)

(44,462

)

(59,618

)

(64,523

)

(8,600

)

(19,377

)

(431,654

)

(475,658

)

Other operating income (expenses)

 

(5,231

)

26,116

 

935

 

1,860

 

2,367

 

13,305

 

3,072

 

(9,354

)

16,533

 

(30,572

)

17,676

 

1,355

 

Equity in earnings of unconsolidated companies

 

 

 

43,886

 

32,437

 

6,519

 

14,162

 

(9,497

)

(4,178

)

4,621

 

3,505

 

45,529

 

45,926

 

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

 

284,074

 

695,000

 

250,154

 

138,712

 

80,064

 

155,295

 

270,566

 

313,956

 

(6,903

)

(55,278

)

877,955

 

1,247,685

 

Finacial income

 

42,615

 

28,453

 

210

 

764

 

5,299

 

11,830

 

38,414

 

57,558

 

20,068

 

(26,925

)

106,606

 

71,680

 

Financial expenses

 

(73,592

)

(126,562

)

(43,941

)

(55,798

)

(28,010

)

(19,339

)

(51,795

)

(55,958

)

(56,107

)

(44,675

)

(253,445

)

(302,332

)

Exchange variations, net

 

114,765

 

(38,690

)

(26,209

)

8,929

 

17,122

 

3,672

 

(5,358

)

693

 

(100,522

)

(195

)

(202

)

(25,591

)

Gain (losses) on derivatives, net

 

 

 

(68,696

)

 

(1,172

)

(1,163

)

 

1,799

 

214

 

383

 

(69,654

)

1,019

 

Income (Loss) before taxes

 

367,862

 

558,201

 

111,518

 

92,607

 

73,303

 

150,295

 

251,827

 

318,048

 

(143,250

)

(126,690

)

661,260

 

992,461

 

Income and social contribution taxes

 

(146,137

)

(124,976

)

(14,078

)

(8,993

)

(23,521

)

(22,579

)

(76,421

)

(85,697

)

102,094

 

105,753

 

(158,063

)

(136,492

)

Net income

 

221,725

 

433,225

 

97,440

 

83,614

 

49,782

 

127,716

 

175,406

 

232,351

 

(41,156

)

(20,937

)

503,197

 

855,969

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales between segments

 

230,945

 

620,110

 

22,688

 

32,706

 

47,983

 

 

46,742

 

65,970

 

2,760

 

157,885

 

351,118

 

876,671

 

Depreciation/amortization

 

202,018

 

236,470

 

101,649

 

110,382

 

32,355

 

35,591

 

87,606

 

89,978

 

7,244

 

(334

)

430,872

 

472,087

 

Investments in associates and jointly-controlled entities

 

 

 

252,942

 

277,007

 

754,910

 

856,858

 

37,914

 

25,891

 

223,376

 

104,764

 

1,269,142

 

1,264,520

 

Total assets

 

14,657,986

 

14,166,755

 

12,132,665

 

13,307,392

 

5,769,614

 

4,806,592

 

9,758,781

 

10,501,411

 

2,717,050

 

3,545,601

 

45,036,096

 

46,327,751

 

Total liabilities

 

5,680,020

 

5,565,878

 

3,774,825

 

6,044,933

 

2,723,412

 

1,490,191

 

4,959,877

 

5,458,791

 

3,392,159

 

4,540,085

 

20,530,293

 

23,099,878

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six-month periods ended

 

 

 

Brazil Operation

 

North America Operation

 

Latin America Operation

 

Specialty Steels Operation

 

Eliminations and Adjustments

 

Consolidated

 

 

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

Net sales

 

6,597,798

 

6,438,636

 

5,317,664

 

4,315,662

 

2,073,348

 

1,705,644

 

3,785,575

 

3,215,004

 

(400,727

)

(271,612

)

17,373,658

 

15,403,334

 

Cost of sales

 

(5,508,868

)

(4,693,166

)

(4,696,546

)

(3,873,039

)

(1,794,675

)

(1,400,772

)

(3,180,630

)

(2,498,926

)

375,341

 

283,862

 

(14,805,378

)

(12,182,041

)

Gross profit

 

1,088,930

 

1,745,470

 

621,118

 

442,623

 

278,673

 

304,872

 

604,945

 

716,078

 

(25,386

)

12,250

 

2,568,280

 

3,221,293

 

Selling expenses

 

(158,428

)

(141,135

)

(48,135

)

(38,314

)

(44,693

)

(34,082

)

(44,121

)

(45,698

)

6

 

80

 

(295,371

)

(259,149

)

General and administrative expenses

 

(472,132

)

(398,175

)

(182,848

)

(221,943

)

(81,879

)

(75,404

)

(119,767

)

(126,153

)

(16,294

)

(36,044

)

(872,920

)

(857,719

)

Impairment of assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Reestructuring costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other operating income (expenses)

 

22,090

 

(8,150

)

4,582

 

6,555

 

9,305

 

16,987

 

5,019

 

(23,556

)

12,086

 

31,676

 

53,082

 

23,512

 

Equity in earnings of unconsolidated companies

 

 

 

80,229

 

46,305

 

14,211

 

18,131

 

(13,926

)

(9,903

)

(1,061

)

6,695

 

79,453

 

61,228

 

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

 

480,460

 

1,198,010

 

474,946

 

235,226

 

175,617

 

230,504

 

432,150

 

510,768

 

(30,649

)

14,657

 

1,532,524

 

2,189,165

 

Finacial income

 

82,033

 

58,353

 

644

 

1,513

 

11,040

 

22,387

 

69,801

 

116,253

 

1,229

 

(51,024

)

164,747

 

147,482

 

Financial expenses

 

(163,997

)

(204,329

)

(92,192

)

(114,281

)

(48,688

)

(36,511

)

(111,268

)

(113,117

)

(92,800

)

(87,296

)

(508,945

)

(555,534

)

Exchange variations, net

 

179,739

 

(119,321

)

(18,165

)

5,452

 

21,867

 

13,866

 

(7,937

)

(1,334

)

(149,821

)

4,901

 

25,683

 

(96,436

)

Gain (losses) on derivatives, net

 

 

 

(68,696

)

 

(1,838

)

(2,409

)

 

2,310

 

1,011

 

2,567

 

(69,523

)

2,468

 

Income (Loss) before taxes

 

578,235

 

932,713

 

296,537

 

127,910

 

157,998

 

227,837

 

382,746

 

514,880

 

(271,030

)

(116,195

)

1,144,486

 

1,687,145

 

Income and social contribution taxes

 

(215,029

)

(223,045

)

(59,343

)

(1,432

)

(43,273

)

(43,891

)

(121,761

)

(146,004

)

207,556

 

155,940

 

(231,850

)

(258,432

)

Net income

 

363,206

 

709,668

 

237,194

 

126,478

 

114,725

 

183,946

 

260,985

 

368,876

 

(63,474

)

39,745

 

912,636

 

1,428,713

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales between segments

 

407,695

 

1,113,061

 

24,152

 

81,191

 

47,983

 

 

72,932

 

128,978

 

2,830

 

273,639

 

555,592

 

1,596,869

 

Depreciation/amortization

 

420,182

 

466,235

 

208,435

 

221,034

 

65,174

 

68,554

 

170,036

 

182,898

 

14,609

 

(6,880

)

878,436

 

931,841

 

Investments in associates and jointly-controlled entities

 

 

 

252,942

 

277,007

 

754,910

 

856,858

 

37,914

 

25,891

 

223,376

 

104,764

 

1,269,142

 

1,264,520

 

Total assets

 

14,657,986

 

14,166,755

 

12,132,665

 

13,307,392

 

5,769,614

 

4,806,592

 

9,758,781

 

10,501,411

 

2,717,050

 

3,545,601

 

45,036,096

 

46,327,751

 

Total liabilities

 

5,680,020

 

5,565,878

 

3,774,825

 

6,044,933

 

2,723,412

 

1,490,191

 

4,959,877

 

5,458,791

 

3,392,159

 

4,540,085

 

20,530,293

 

23,099,878

 

 

The main products by business segment are:

 

Brazil Operation: rebar, bars, wire rod, 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.

 

Specialty Steel Operation: stainless steel, round, square and flat bars, wire rod.

 

The column of eliminations and adjustments includes the elimination of sales between segments applicable to the Company in the context of the Condensed Consolidated Interim Financial Statements.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2011

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

(Unaudited)

 

Information by geographic area:

 

The Company’s geographic information with revenues classified according to the geographical region where the products were shipped is as follows:

 

 

 

For the Three-month periods ended

 

 

 

Brazil

 

Latin America (1)

 

North America (2)

 

Europe/Asia

 

Consolidated

 

 

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

Net sales

 

4,035,282

 

3,987,585

 

1,045,071

 

903,212

 

3,313,683

 

2,936,263

 

615,831

 

468,688

 

9,009,867

 

8,295,748

 

Total assets

 

20,600,429

 

21,284,391

 

5,769,614

 

4,806,592

 

16,522,251

 

17,914,641

 

2,143,802

 

2,322,127

 

45,036,096

 

46,327,751

 

 

 

 

For the Six-month periods ended

 

 

 

Brazil

 

Latin America (1)

 

North America (2)

 

Europe/Asia

 

Consolidated

 

 

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

Net sales

 

7,553,468

 

7,389,629

 

2,073,348

 

1,705,644

 

6,546,397

 

5,445,067

 

1,200,445

 

862,994

 

17,373,658

 

15,403,334

 

Total assets

 

20,600,429

 

21,284,391

 

5,769,614

 

4,806,592

 

16,522,251

 

17,914,641

 

2,143,802

 

2,322,127

 

45,036,096

 

46,327,751

 

 


(1) Does not include operations of Brazil

(2) Does not include operations of Mexico

 

IFRSs require that the Company discloses the revenue 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 revenue by product is not maintained on a consolidated basis and the cost to obtain revenue per product would be excessive compared to the benefits that would be derived from this information, the Company is not presenting the breakdown of revenue by product.

 

NOTE 23 — IMPAIRMENT OF ASSETS

 

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

 

To determine the recoverable amount of each business segment, the Company used the discounted cash flow method, taking as basis, financial and economic projections to each segment. The projections were updated taken into consideration observed changes in the economic scenario to the market where the Company performs its business, as well as premises of expected results and historical profitability to each segment.

 

The Company concluded that there are no indications that an impairment test of goodwill and other long-lived assets during the first semester of 2011 is required.

 

NOTE 24 - SUBSEQUENT EVENTS

 

I) On July 29, 2011, the Company proposed to anticipate the payment of dividends on  income of the three-month period ended on June 30, 2011, which will be calculated and credited on the shareholding interest owned on August 15, 2011, in the amount of R$ 153,523 (R$ 0.09 per common and preferred share), with payment on August 25, 2011. These amounts were considered as payment in advance of the minimum dividends established by the Company’s bylaws, and were submitted to the approval of the Board of Directors on August 4, 2011.

 

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