EX-99.1 2 a12-18606_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GERDAU S.A.

 

Condensed consolidated interim financial statements as of June 30, 2012

 



 

GERDAU S.A.

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands of  Brazilian Reais (R$)

(Unaudited)

 

 

 

Note

 

June 30, 2012

 

December 31, 2011

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

4

 

1,664,071

 

1,476,599

 

Short-term investments

 

 

 

 

 

 

 

Held for Trading

 

4

 

1,493,742

 

3,095,359

 

Available for sale

 

4

 

6,868

 

6,290

 

Trade accounts receivable - net

 

5

 

4,509,605

 

3,602,748

 

Inventories

 

6

 

9,365,626

 

8,059,427

 

Tax credits

 

 

 

869,140

 

815,983

 

Unrealized gains on financial instruments

 

13

 

638

 

140

 

Other current assets

 

 

 

261,404

 

262,603

 

 

 

 

 

18,171,094

 

17,319,149

 

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

Tax credits

 

 

 

116,603

 

389,035

 

Deferred income taxes

 

 

 

2,099,502

 

1,547,967

 

Related parties

 

15

 

83,889

 

111,955

 

Judicial deposits

 

 

 

813,963

 

713,480

 

Other non-current assets

 

 

 

193,051

 

201,989

 

Prepaid pension cost

 

 

 

530,583

 

533,740

 

Advance for capital increase in jointly-controlled entity

 

8

 

116,718

 

65,254

 

Investments in associates and jointly-controlled entities

 

8

 

1,578,730

 

1,355,291

 

Other investments

 

 

 

16,367

 

19,366

 

Goodwill

 

10

 

9,869,739

 

9,155,789

 

Other Intangibles

 

 

 

1,349,822

 

1,273,708

 

Property, plant and equipment, net

 

9

 

18,406,219

 

17,295,071

 

 

 

 

 

35,175,186

 

32,662,645

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

53,346,280

 

49,981,794

 

 

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, 2012

 

December 31, 2011

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Trade accounts payable

 

 

 

3,527,405

 

3,212,163

 

Short-term debt

 

11

 

2,970,591

 

1,715,305

 

Debentures

 

12

 

 

41,688

 

Taxes payable

 

 

 

653,169

 

591,983

 

Payroll and related liabilities

 

 

 

627,728

 

617,432

 

Dividends payable

 

 

 

 

136,391

 

Environmental liabilities

 

 

 

27,365

 

31,798

 

Unrealized losses on financial instruments

 

13

 

9,296

 

314

 

Other current liabilities

 

 

 

435,025

 

429,927

 

 

 

 

 

8,250,579

 

6,777,001

 

 

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

Long-term debt

 

11

 

11,296,636

 

11,182,290

 

Debentures

 

12

 

624,345

 

744,245

 

Related parties

 

15

 

17

 

6

 

Deferred income taxes

 

 

 

1,764,129

 

1,858,725

 

Unrealized losses on financial instruments

 

13

 

7,977

 

5,013

 

Provision for tax, civil and labor liabilities

 

14

 

1,015,977

 

907,718

 

Environmental liabilities

 

 

 

46,700

 

36,621

 

Employee benefits

 

 

 

1,006,679

 

1,089,784

 

Put options on non-controlling interest

 

13.f

 

572,949

 

533,544

 

Other non-current liabilities

 

 

 

338,430

 

327,044

 

 

 

 

 

16,673,839

 

16,684,990

 

 

 

 

 

 

 

 

 

EQUITY

 

16

 

 

 

 

 

Capital

 

 

 

19,249,181

 

19,249,181

 

Treasury stocks

 

 

 

(277,326

)

(237,199

)

Legal reserve

 

 

 

407,615

 

407,615

 

Stock option

 

 

 

46,676

 

36,339

 

Other reserves

 

 

 

461,675

 

(701,399

)

Retained earnings

 

 

 

7,022,910

 

6,242,932

 

EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT

 

 

 

26,910,731

 

24,997,469

 

 

 

 

 

 

 

 

 

NON-CONTROLLING INTERESTS

 

 

 

1,511,131

 

1,522,334

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

28,421,862

 

26,519,803

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

 

 

53,346,280

 

49,981,794

 

 

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

 



 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF INCOME

In thousands of  Brazilian Reais (R$)

(Unaudited)

 

 

 

 

 

For the three  month period ended

 

For the six month period ended

 

 

 

Note

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

NET SALES

 

 

 

9,975,430

 

9,009,867

 

19,174,872

 

17,373,658

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

20

 

(8,550,560

)

(7,606,316

)

(16,643,455

)

(14,805,378

)

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

 

1,424,870

 

1,403,551

 

2,531,417

 

2,568,280

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling expenses

 

20

 

(149,162

)

(157,147

)

(280,715

)

(295,371

)

General and administrative expenses

 

20

 

(486,513

)

(431,654

)

(953,745

)

(872,920

)

Other operating income

 

20

 

31,348

 

57,120

 

72,880

 

102,449

 

Other operating expenses

 

20

 

(22,238

)

(39,444

)

(32,168

)

(49,367

)

Equity in earnings of unconsolidated companies

 

 

 

(13,554

)

45,529

 

17,331

 

79,453

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE FINANCIAL INCOME (EXPENSES) AND TAXES

 

 

 

784,751

 

877,955

 

1,355,000

 

1,532,524

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial income

 

21

 

100,310

 

106,606

 

181,761

 

164,747

 

Financial expenses

 

21

 

(240,771

)

(253,445

)

(464,118

)

(508,945

)

Exchange variations, net

 

21

 

(196,755

)

(202

)

(140,915

)

25,683

 

Gain and losses on financial instruments, net

 

21

 

2,127

 

(69,654

)

(9,157

)

(69,523

)

 

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE TAXES

 

 

 

449,662

 

661,260

 

922,571

 

1,144,486

 

 

 

 

 

 

 

 

 

 

 

 

 

Income and social contribution taxes

 

 

 

 

 

 

 

 

 

 

 

Current

 

7

 

(121,985

)

(173,399

)

(248,716

)

(296,959

)

Deferred

 

7

 

220,869

 

15,336

 

271,307

 

65,109

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

 

 

548,546

 

503,197

 

945,162

 

912,636

 

 

 

 

 

 

 

 

 

 

 

 

 

ATTRIBUTABLE TO:

 

 

 

 

 

 

 

 

 

 

 

Owners of the parent

 

 

 

535,846

 

468,996

 

905,435

 

859,799

 

Non-controlling interests

 

 

 

12,700

 

34,201

 

39,727

 

52,837

 

 

 

 

 

548,546

 

503,197

 

945,162

 

912,636

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share - preferred and common - R$

 

17

 

0.31

 

0.28

 

0.53

 

0.54

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share - preferred and common - R$

 

17

 

0.31

 

0.28

 

0.53

 

0.54

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 period ended

 

For the six-month period ended

 

 

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

Net income for the period

 

 

 

548,546

 

 

 

503,197

 

 

 

945,162

 

 

 

912,636

 

Net unrealized losses (gains) with pension plan, gross of tax R$ (6,402), R$ 21,502, R$ (12,803) and R$ 21,502, respectively

 

 

 

(18,829

)

 

 

84,744

 

 

 

(37,656

)

 

 

84,744

 

Other comprehensive income from associates and jointly-controlled entities

 

 

 

86,506

 

 

 

(44,371

)

 

 

81,793

 

 

 

(40,007

)

Cumulative translation difference

 

 

 

1,690,354

 

 

 

(458,170

)

 

 

1,428,494

 

 

 

(663,916

)

Unrealized (losses) gains on net investment hedge, gross of taxes of R$ (39,363), R$ 0, R$ (31,247) and R$ 0, respectively

 

 

 

(506,406

)

 

 

194,817

 

 

 

(334,869

)

 

 

297,942

 

Cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized losses, gross of tax of R$ 0, (3,307), R$ 0 and R$ (8,530), respectively

 

 

 

 

(8,530

)

 

 

 

 

 

(22,156

)

 

 

Reduced by: reclassifications adjustments of gains included in net income, gross of tax of R$ (396), R$ 29,970, R$ 165 and R$ 29,970, respectively

 

(1,165

)

(1,165

)

77,844

 

69,314

 

706

 

706

 

77,844

 

55,688

 

Unrealized losses on available for sale securities, gross of tax of R$ (450)

 

 

 

 

 

 

 

 

 

 

 

 

(1,294

)

Income tax relating to components of other comprehensive income

 

 

 

46,161

 

 

 

(48,165

)

 

 

43,885

 

 

 

(42,492

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period, net of tax

 

 

 

1,845,167

 

 

 

301,366

 

 

 

2,127,515

 

 

 

603,301

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owners of the parent

 

 

 

1,784,612

 

 

 

267,596

 

 

 

2,045,100

 

 

 

562,924

 

Non-controlling interests

 

 

 

60,555

 

 

 

33,770

 

 

 

82,415

 

 

 

40,377

 

 

 

 

 

1,845,167

 

 

 

301,366

 

 

 

2,127,515

 

 

 

603,301

 

 

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
stocks

 

Legal reserve

 

Stock
options

 

Retained
earnings

 

Gains and
losses on
available for
sale
securities

 

Gains and
losses on net
investment
hedge

 

Gains and
losses on
derivatives

 

Cumulative
translation
adjustment

 

Total parent
company’s interest

 

Non-controlling
interests

 

Total
Shareholder’s Equity

 

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 shares

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 01, 2012

 

19,249,181

 

(237,199

)

407,615

 

36,339

 

6,242,932

 

1,696

 

(317,066

)

 

(386,029

)

24,997,469

 

1,522,334

 

26,519,803

 

2012 Changes in Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

 

 

 

 

905,435

 

 

 

 

 

905,435

 

39,727

 

945,162

 

Other comprehensive income (loss) recognized in the period

 

 

 

 

 

(23,409

)

 

(299,971

)

405

 

1,462,640

 

1,139,665

 

42,688

 

1,182,353

 

Total comprehensive income (loss) recognized in the period

 

 

 

 

 

882,026

 

 

(299,971

)

405

 

1,462,640

 

2,045,100

 

82,415

 

2,127,515

 

Stock option expenses recognized in the period

 

 

 

 

13,390

 

 

 

 

 

 

13,390

 

124

 

13,514

 

Stock option exercised during the period

 

 

13,568

 

 

(3,053

)

 

 

 

 

 

10,515

 

 

10,515

 

Dividends/interest on capital

 

 

 

 

 

(101,936

)

 

 

 

 

(101,936

)

(3,382

)

(105,318

)

Effects of interest changes in subsidiaries

 

 

 

 

 

(112

)

 

 

 

 

(112

)

(89,915

)

(90,027

)

Treasury stocks

 

 

(53,695

)

 

 

 

 

 

 

 

(53,695

)

(445

)

(54,140

)

Balance as of June 30, 2012

 

19,249,181

 

(277,326

)

407,615

 

46,676

 

7,022,910

 

1,696

 

(617,037

)

405

 

1,076,611

 

26,910,731

 

1,511,131

 

28,421,862

 

 

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

 



 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In thousands of  Brazilian Reais (R$)

(Unaudited)

 

 

 

 

 

For the six month period ended

 

 

 

Note

 

June 30, 2012

 

June 30, 2011

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net income for the period

 

 

 

945,162

 

912,636

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

20

 

897,043

 

878,436

 

Equity in earnings of unconsolidated companies

 

8

 

(17,331

)

(79,453

)

Exchange variation, net

 

21

 

140,915

 

(25,683

)

Losses on financial instruments, net

 

21

 

9,157

 

69,523

 

Post-employment benefits

 

 

 

85,269

 

62,707

 

Stock based remuneration

 

 

 

18,753

 

6,537

 

Income tax

 

7

 

(22,591

)

231,850

 

(Gain) / Loss on disposal of property, plant and equipment and investments

 

 

 

(3,573

)

18,540

 

Allowance for doubtful accounts

 

 

 

19,335

 

23,373

 

Provision for tax, labor and civil claims

 

 

 

106,998

 

79,591

 

Interest income on investments

 

21

 

(100,193

)

(93,569

)

Interest expense on loans

 

21

 

390,160

 

403,864

 

Interest on loans with related parties

 

15

 

(611

)

(2,333

)

Provision for net realisable value adjustment in inventory

 

6

 

52,871

 

24,509

 

Reversal of net realisable value adjustment in inventory

 

6

 

(24,560

)

(63,763

)

 

 

 

 

2,496,804

 

2,446,765

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

Increase in trade accounts receivable

 

 

 

(676,806

)

(850,533

)

Increase in inventories

 

 

 

(911,159

)

(414,971

)

Increase in trade accounts payable

 

 

 

98,391

 

1,071,055

 

Increase in other receivables

 

 

 

(414,672

)

(59,455

)

(Decrease) Increase in other payables

 

 

 

(3,642

)

109,248

 

Distributions from jointly-controlled entities

 

 

 

34,038

 

28,930

 

Purchases of trading securities

 

 

 

(1,058,586

)

(3,654,143

)

Proceeds from maturities and sales of trading securities

 

 

 

2,761,614

 

1,946,400

 

Cash provided by operating activities

 

 

 

2,325,982

 

623,296

 

 

 

 

 

 

 

 

 

Interest paid on loans and financing

 

 

 

(333,037

)

(391,402

)

Income and social contribution taxes paid

 

 

 

(131,085

)

(192,824

)

Net cash provided by operating activities

 

 

 

1,861,860

 

39,070

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

9

 

(1,541,373

)

(673,022

)

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

 

 

 

7,043

 

2,018

 

Additions to other intangibles

 

 

 

(74,285

)

(72,810

)

Advance for capital increase in jointly-controlled entity

 

8

 

(206,214

)

 

Purchases of available for sale securities

 

 

 

 

(723,285

)

Proceeds from sales of available for sale securities

 

 

 

 

713,069

 

Net cash used in investing activities

 

 

 

(1,814,829

)

(754,030

)

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Capital Increase

 

 

 

 

3,874,329

 

Effects of capital decrease in subsidiary

 

 

 

(89,915

)

 

Purchase of treasury shares

 

 

 

(43,625

)

(66,493

)

Dividends and interest on capital paid

 

 

 

(254,722

)

(200,016

)

Payment of loans and financing fees

 

 

 

 

(3,101

)

Proceeds from loans and financing

 

 

 

1,054,230

 

697,343

 

Repayment of loans and financing

 

 

 

(630,511

)

(3,285,690

)

Intercompany loans, net

 

 

 

28,692

 

(136,814

)

Net cash provided by financing activities

 

 

 

64,149

 

879,558

 

 

 

 

 

 

 

 

 

Exchange variation on cash and cash equivalents

 

 

 

76,292

 

(43,229

)

 

 

 

 

 

 

 

 

Increase in cash and cash equivalents

 

 

 

187,472

 

121,369

 

Cash and cash equivalents at beginning of period

 

 

 

1,476,599

 

1,061,034

 

Cash and cash equivalents at end of period

 

 

 

1,664,071

 

1,182,403

 

 

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, 2012

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

(Unaudited)

 

NOTE 1 - GENERAL INFORMATION

 

Gerdau S.A. is a publicly traded corporation (sociedade anônima) with its corporate domicile in the city of Rio de Janeiro, Brazil. Gerdau S.A and subsidiaries (collectively referred to as the “Company”) are 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 Company 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, specialty 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 the Company were approved by the Disclosure Committee on August 1, 2012.

 

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, 2012 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, 2011, 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, 2011, 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 01, 2012. The Company’s assessment on the impact of these new procedures and interpretations is as follows:

 

Standards and Interpretations in force

 

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 01, 2011. The adoption of this revised standard did not have an impact in the Company’s 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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

and addresses the classification and measurement of financial assets. In October 2010, the IASB added to this standard the requirements for classification and measurement of financial liabilities. This standard and its subsequent change are effective for annual reporting periods beginning on or after January 1, 2015. The Company is assessing the impacts from the adoption of this standard and possible differences compared to IAS 39.

 

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 has already adopted the equity accounting method for investments in associates and jointly-controlled entities and it is currently 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 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 already adopts the equity accounting method for its investments in associate companies and jointly-controlled entities and is assessing the impact of the other changes of this standard on its Consolidated Financial Statements.

 

IAS 19 — Employee Benefits

 

In June 2011, the IASB revised IAS 19. The most significant modification refers to recognizing the changes on defined benefit obligations and plan assets. The modifications require the recognition of changes in defined benefit obligations and fair value of plan assets as they occur, and therefore the elimination of the “corridor approach” allowed in the previous version of IAS 19 and the advanced recognition of past service costs. Additionally, the amendments require that all actuarial gains and losses are recognized immediately through other comprehensive income so that the net asset or liability of the pension plan is recognized on its Consolidated Financial Statements to reflect the full amount of the plan deficit or surplus. 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, 2012

(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.

 

IFRIC 20 — Stripping Costs in the Production Phase of a Surface Mine

 

In October 2011, the IASB issued the IFRIC 20. This interpretation deals with aspects related to the accounting treatment of stripping costs in the production phase of a surface mine. This interpretation is effective for annual reporting periods beginning on or after January 1, 2013. The Company is assessing the impact of adopting this interpretation on its Consolidated Financial Statements.

 

IFRS 9 and IFRS 7 — Mandatory Effective Date and Transition Disclosures — Amendments to IFRS 9 and IFRS 7

 

In December 2011 the IASB revised IFRS 9 and 7. The amendment of IFRS 9 deals with the extension of the adoption date from January 1, 2013 to January 1, 2015. The amendment of IFRS 7 addresses issues relating to disclosure about the transition from IAS 39 to IFRS 9 and aspects related to the restatement of the comparative periods at the date of adoption of this statement. The Company is evaluating the impact of the adoption of these amendments in its Consolidated Financial Statements.

 

IFRS 7 — Disclosures — Offsetting Financial Assets and Financial Liabilities — Amendments to IFRS 7

 

In December 2011, the IASB revised IFRS 7. The amendment of this standard addresses disclosure issues related to the offsetting of financial assets and liabilities including rights and evaluates its effects. This standard is effective for annual periods beginning on or after January 1, 2013. The Company is evaluating the impact of the adoption of this amendment in its Consolidated Financial Statements.

 

IAS 32 — Offsetting Financial Assets and Financial Liabilities — Amendments to IAS 32

 

In December 2011, the IASB revised IAS 32. The amendment of this standard addresses issues related to the offsetting of financial assets and liabilities. This standard is effective for annual periods beginning on or after January 1, 2014. The Company is evaluating the impact of the adoption of this amendment in its Consolidated Financial Statements.

 

IFRS 1 — First-time Adoption of International Financial Reporting Standards — Government Loans

 

In March 2012, the IASB revised IFRS 1. The change of IFRS 1 deals with an exception for the retrospective adoption of requirements of IFRS 9 and IAS 20 in government loans that are in place in the IFRS transition date. This standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company understands that these changes will not impact its Consolidated Financial Statements since it already adopts IFRS 1.

 

IFRS Annual improvements of May 2012

 

In May 2012, the IASB revised the standards IFRS 1, IAS 1, IAS 16, IAS 32, IFRIC 2 and IAS 34. These revised standards are effective for years beginning on or after January 1, 2013. The Company is assessing the impact of adopting these changes on its Consolidated Financial Statements.

 

IFRS 10, IFRS 11 e IFRS 12 — Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance — Amendments to IFRS 10, IFRS 11 and IFRS 12

 

In June 2012, the IASB revised IFRS 10, IFRS 11 and IFRS 12, which deal with aspects related to the first time adoption of these standards and aspects related to adjustments to comparative disclosures. These revised standards are effective for years beginning on or after January 1, 2013. The Company is assessing the impact of adopting these changes on its Consolidated Financial Statements.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

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, 2012, compared to those existing on December 31, 2011.

 

3.2 - Jointly-Controlled Entities

 

The Company did not have material changes of participation in jointly-controlled entities for the period ended June 30, 2012, compared to those existing on December 31, 2011.

 

3.3 — Associate companies

 

The Company did not have material changes of participation in associate companies for the period ended June 30, 2012, compared to those existing on December 31, 2011.

 

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

 

Cash and cash equivalents

 

 

 

June 30, 2012

 

December 31, 2011

 

Cash

 

11,303

 

7,766

 

Banks and short-term investments

 

1,652,768

 

1,468,833

 

Cash and cash equivalents

 

1,664,071

 

1,476,599

 

 

Short term investments

 

 

 

June 30, 2012

 

December 31, 2011

 

Held for trading

 

1,493,742

 

3,095,359

 

Available for sale securities

 

6,868

 

6,290

 

Short term investments

 

1,500,610

 

3,101,649

 

 

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

 

NOTE 5 — ACCOUNTS RECEIVABLE

 

 

 

June 30, 2012

 

December 31, 2011

 

Trade accounts receivable - in Brazil

 

1,532,053

 

1,170,564

 

Trade accounts receivable - exports from Brazil

 

222,341

 

252,377

 

Trade accounts receivable - foreign subsidiaries

 

2,834,127

 

2,242,043

 

(-) Allowance for doubtful accounts

 

(78,916

)

(62,236

)

 

 

4,509,605

 

3,602,748

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

NOTE 6 - INVENTORIES

 

 

 

June 30, 2012

 

December 31, 2011

 

Finished products

 

3,775,230

 

3,108,332

 

Work in progress

 

2,024,714

 

1,573,066

 

Raw materials

 

2,179,079

 

1,986,669

 

Storeroom supplies

 

971,614

 

976,030

 

Advances to suppliers

 

225,444

 

138,952

 

Imports in transit

 

326,488

 

375,089

 

(-) Provision for market value adjustment

 

(136,943

)

(98,711

)

 

 

9,365,626

 

8,059,427

 

 

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

 

Balance as of January 1, 2011

 

(152,388

)

Provision for the year

 

(56,999

)

Write-offs

 

122,877

 

Exchange rate variation

 

(12,201

)

Balance as of December 31, 2011

 

(98,711

)

Provision for the period

 

(52,871

)

Write-offs

 

24,560

 

Exchange rate variation

 

(9,921

)

Balance as of June 30, 2012

 

(136,943

)

 

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, 2012 the amounts of R$ 8,550,560 and R$ 477,260 (R$ 7,606,316 and R$ 460,259 as of June 30, 2011), 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, 2012 the amounts of R$ 16,643,455 and R$ 953,526 (R$ 14,805,378 and R$ 893,650 as of June 30, 2011), 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, 2012, the cost of sales include the amounts of R$ 24,560 (R$ 63,763 as of June 30, 2011) related to inventories permanently written off and R$ 52,871 (R$ 24,509 as of June 30, 2011) 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 used R$ 3,306 and R$ 4,952 for the three-month and six-month periods ended on June 30, 2012, respectively (R$ 4,809 and R$ 8,098 for the three-month and six-month periods ended on June 30, 2011, 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 represent R$ 1,496 for the three-month and six-month period ended on June 30, 2012 (R$ 5,023 and R$ 6,345 for the three-month and six-month periods ended on June 30, 2011). The respective tax incentives were recorded directly in the income and social contribution tax account in the statement of income.

 

As of June 30, 2012, the Company had a total tax loss carryforwards arising from its operations in Brazil of R$ 739,100 for income tax (R$ 606,139 as of December 31, 2011) and R$ 1,404,207 for social contribution tax (R$ 1,291,616 as of December 31, 2011), representing a deferred tax asset of R$ 311,154 (R$ 267,780 as of December 31, 2011). The Company believes that the amounts will be realized based on future taxable income. In addition to these deferred tax assets, the Company has not recorded a portion of the tax asset of R$ 174,133 (R$ 172,556 as of December 31, 2011), due to the

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

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, 2012, the subsidiary Gerdau Ameristeel has a deferred tax asset from tax losses in its operation in Canada in the amount of R$ 124,138 related to income tax (R$ 123,572 as of December 31, 2011). These credits expire on various dates between 2025 and 2031. 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, 2012, the subsidiary Gerdau Ameristeel had R$ 143,947 (R$ 133,881 as of December 31, 2011) 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$ 66,632 and R$ 1,845 included in the condensed consolidated interim balance sheets as of June 30, 2012 which expires in 2015 and 2016, respectively (R$ 61,836 and R$ 1,713 as of December 31, 2011). The subsidiary had various state tax losses totaling R$ 134,738 (R$ 208,060 as of December 31, 2011) which had not been recognized in the Company’s condensed interim financial statements and which expires between 2012 and 2031. The subsidiary also had R$ 85,327 of state tax credits for the period ended June 30, 2012 (R$ 76,771 as of December 31, 2011), 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$ 16,769 (R$ 13,147 as of December 31, 2011), which has no expiration date.

 

In Brazil, income taxes include the federal income tax (IR) and social contribution (CS), which represent an additional federal income tax. The applicable tax rates for income tax and social contribution are 25% and 9%, respectively, for the periods of three and six months ended on June 30, 2012 and 2011. Beyond the domestic tax rates mentioned above, the Company is also subject to taxes on income in its subsidiaries abroad, which tax rate ranges between 20% and 38.5%. The difference between the tax rates in Brazil and the tax rates in other countries are presented in the reconciliation of income tax and social contribution adjustments on net income in the row “difference in tax rates in foreign companies”.

 

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

 

 

 

For the three-month period ended

 

 

 

June 30, 2012

 

June 30, 2011

 

 

 

Total

 

Total

 

Income before income taxes

 

449,662

 

661,260

 

Statutory tax rates

 

34

%

34

%

Income and social contribution taxes at statutory rates

 

(152,885

)

(224,828

)

Tax adjustment with respect to:

 

 

 

 

 

- difference in tax rates in foreign companies

 

139,547

 

(77,370

)

- equity in earnings of unconsolidated companies

 

(4,608

)

15,480

 

- interest on equity

 

320

 

 

- tax incentives

 

4,857

 

9,832

 

- tax deductible goodwill recorded in statutory books

 

89,711

 

89,711

 

- permanent differences (net)

 

21,942

 

29,112

 

Income and social contribution taxes

 

98,884

 

(158,063

)

Current

 

(121,985

)

(173,399

)

Deferred

 

220,869

 

15,336

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

 

 

For the six-month period ended

 

 

 

June 30, 2012

 

June 30, 2011

 

 

 

Total

 

Total

 

Income before income taxes

 

922,571

 

1,144,486

 

Statutory tax rates

 

34

%

34

%

Income and social contribution taxes at statutory rates

 

(313,674

)

(389,125

)

Tax adjustment with respect to:

 

 

 

 

 

- difference in tax rates in foreign companies

 

112,786

 

(60,565

)

- equity in earnings of unconsolidated companies

 

5,893

 

27,014

 

- interest on equity

 

320

 

 

- tax incentives

 

6,448

 

14,443

 

- tax deductible goodwill recorded in statutory books

 

179,418

 

179,418

 

- permanent differences (net)

 

31,400

 

(3,035

)

Income and social contribution taxes

 

22,591

 

(231,850

)

Current

 

(248,716

)

(296,959

)

Deferred

 

271,307

 

65,109

 

 

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

 

 

 

Jointly-controlled entities

 

Associates

 

 

 

 

 

 

 

Joint Ventures
North America
(a)

 

Gerdau Corsa
S.A.P.I. de
C.V.

 

Kalyani
Gerdau Steel
Ltd.

 

Dona Francisca
Energética S.A.

 

Armacero
Ind. Com. Ltda.

 

Grupo Multisteel
Business
Holdings Corp.

 

Corsa
Controladora
S.A. de C.V.

 

Corporación
Centroamericana
del Acero, S.A.

 

Maco
Holdings
Ltda.

 

Others

 

Goodwill (b)

 

Total

 

Balance as of January 01, 2011

 

217,643

 

57,200

 

25,704

 

100,196

 

17,913

 

167,046

 

98,899

 

122,055

 

97,786

 

1,290

 

358,788

 

1,264,520

 

Equity in earnings

 

75,013

 

(7,582

)

(34,172

)

18,019

 

727

 

(4,297

)

11,114

 

2,669

 

1,171

 

 

 

62,662

 

Amounts recognized in Other comprehensive income

 

31,737

 

(130

)

3,358

 

 

1,144

 

20,884

 

(3,229

)

13,642

 

15,241

 

 

24,887

 

107,534

 

Acquisition/disposal of investment

 

 

 

 

 

 

 

 

 

(2,773

)

 

 

(2,773

)

Capital increase

 

 

 

387

 

 

 

 

 

 

 

 

26,468

 

26,855

 

Dividends/Interest on Equity

 

(57,873

)

 

 

(11,489

)

 

(3,672

)

(23,093

)

 

(7,380

)

 

 

(103,507

)

Balance as of December 31, 2011

 

266,520

 

49,488

 

(4,723

)

106,726

 

19,784

 

179,961

 

83,691

 

138,366

 

104,045

 

1,290

 

410,143

 

1,355,291

 

Equity in earnings

 

26,901

 

(614

)

(17,102

)

8,398

 

(526

)

(3,268

)

3,469

 

(1,126

)

1,199

 

 

 

17,331

 

Amounts recognized in Other comprehensive income

 

21,482

 

6,231

 

(19,436

)

 

2,592

 

13,668

 

10,377

 

11,889

 

 

 

34,990

 

81,793

 

Capital increase (c)

 

 

 

159,592

 

 

 

 

 

 

 

 

 

159,592

 

Dividends/Interest on Equity

 

(28,856

)

 

 

 

 

 

 

 

(6,421

)

 

 

(35,277

)

Balance as of June 30, 2012

 

286,047

 

55,105

 

118,331

 

115,124

 

21,850

 

190,361

 

97,537

 

149,129

 

98,823

 

1,290

 

445,133

 

1,578,730

 

 

a) Joint Ventures North America

 

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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

b) Goodwill

 

 

 

June 30, 2012

 

December 31, 2011

 

Dona Francisca Energética S.A.

 

17,071

 

17,071

 

Grupo Multisteel Business Holdings Corp.

 

45,653

 

42,096

 

Corsa Controladora S.A. de C.V.

 

156,916

 

140,045

 

Corporación Centroamericana del Acero, S.A.

 

197,651

 

184,463

 

Kalyani Gerdau Steel Ltd.

 

27,842

 

26,468

 

 

 

445,133

 

410,143

 

 

c) Capital Increase

 

During the first semester of 2012, the Company, through its subsidiary Corporación Sidenor, increased the capital of the jointly controlled company Kalyani Gerdau Steel Ltd., in the amount of R$ 159,592.

 

II) Advance for capital increase in jointly-controlled entity

 

The advance for capital increase in jointly-controlled entity has the amount of R$ 116,718 (R$ 65,254 as of December 31, 2011) in Kalyani Gerdau Steel Ltd.

 

NOTE 9 — PROPERTY, PLANT AND EQUIPMENT

 

a) Summary of changes in property, plant and equipment — during the three-month period ended June 30, 2012, acquisitions amounted to R$ 850,119 (R$ 339,844 as of June 30, 2011), and disposals amounted to R$ 2,834 (R$ 19,682 as of June 30, 2011). During the six-month period ended June 30, 2012, acquisitions amounted to R$ 1,541,373 (R$ 673,022 as of June 30, 2011), and disposals amounted to R$ 3,157 (R$ 20,560 as of June 30, 2011).

 

b) Capitalized borrowing costs — borrowing costs capitalized during the three-month period ended June 30, 2012 amounted to R$ 33,283 (R$ 11,634 as of June 30, 2011). Borrowing costs capitalized during the six-month period ended June 30, 2012 amounted to R$ 52,258 (R$ 23,574 as of June 30, 2011).

 

c) Guarantees — property, plant and equipment have been pledged as collateral for loans and financing in the amount of R$ 123,076 as of June 30, 2012 (R$ 119,289 as of December 31, 2011).

 

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, 2011

 

8,353,409

 

(195,311

)

8,158,098

 

(+/-) Exchange variation

 

996,827

 

(19,168

)

977,659

 

(+) Additions

 

20,032

 

 

20,032

 

Balances as of December 31, 2011

 

9,370,268

 

(214,479

)

9,155,789

 

(+/-) Exchange variation

 

726,580

 

(12,631

)

713,950

 

Balances as of June 30, 2012

 

10,096,848

 

(227,110

)

9,869,739

 

 

The amount of goodwill by segment is as follows:

 

 

 

June 30, 2012

 

December 31, 2011

 

Brazil

 

512,080

 

504,253

 

Specialty Steels

 

2,162,753

 

2,016,847

 

Latin America

 

757,992

 

661,336

 

North America

 

6,436,914

 

5,973,353

 

 

 

9,869,739

 

9,155,789

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

NOTE 11 — LOANS AND FINANCING

 

Loans and financing are as follows:

 

 

 

Annual
charges (*)

 

June 30, 2012

 

December 31, 2011

 

Short term financing in Brazilian reais

 

 

 

 

 

 

 

Working capital

 

5.15

%

676,765

 

420,943

 

Financing of investment

 

11.09

%

 

5,103

 

Short term financing in foreign currency

 

 

 

 

 

 

 

Working capital (US$)

 

2.48

%

1,229,692

 

448,023

 

Working capital (€)

 

3.53

%

72,169

 

39,456

 

Working capital (Clp$)

 

2.15

%

5,651

 

2,710

 

Working capital (Cop$)

 

7.97

%

199,562

 

101,345

 

Working capital (PA$)

 

10.75

%

50,146

 

23,014

 

Working capital (Mxn$)

 

6.93

%

118,814

 

41,439

 

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

 

2.39

%

20,596

 

17,240

 

 

 

 

 

2,373,395

 

1,099,273

 

Plus current portion of long-term financing

 

 

 

597,196

 

616,032

 

Short term financing plus current portion of long-term financing

 

 

 

2,970,591

 

1,715,305

 

 

 

 

 

 

 

 

 

Long-term financing in Brazilian reais

 

 

 

 

 

 

 

Working capital

 

9.11

%

276,812

 

568,340

 

Financing of property, plant and equipament

 

7.62

%

1,360,187

 

1,423,333

 

Financing of investment

 

8.55

%

5,009

 

 

Long-term financing in foreign currency

 

 

 

 

 

 

 

Working capital (US$)

 

3.17

%

1,239,474

 

1,465,818

 

Working capital (€)

 

3.53

%

75,712

 

82,329

 

Working capital (Mxn$)

 

6.93

%

22,605

 

20,175

 

Working capital (COP$)

 

7.93

%

157,045

 

169,373

 

Ten Year Bonds (US$)

 

6.70

%

8,177,836

 

7,582,966

 

Advances on export contracts (US$)

 

5.91

%

70,325

 

96,986

 

Financing of investment (US$)

 

4.72

%

31,831

 

27,542

 

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

 

3.31

%

476,996

 

361,460

 

 

 

 

 

11,893,832

 

11,798,322

 

Less: current portion

 

 

 

(597,196

)

(616,032

)

Long term financing minus current portion

 

 

 

11,296,636

 

11,182,290

 

Total financing

 

 

 

14,267,227

 

12,897,595

 

 


(*) Weighted average effective interest costs on June 30, 2012.

 

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, 2012

 

December 31, 2011

 

Brazilian Real (R$)

 

2,318,773

 

2,417,719

 

U.S. Dollar (US$)

 

11,246,750

 

10,000,035

 

Euro (€)

 

147,881

 

121,785

 

Colombian Peso (Cop$)

 

356,607

 

270,718

 

Argentine Peso (PA$)

 

50,146

 

23,014

 

Chilean Peso (Clp$)

 

5,651

 

2,710

 

Mexican Peso (Mxn$)

 

141,419

 

61,614

 

 

 

14,267,227

 

12,897,595

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

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

 

 

 

June 30, 2012

 

December 31, 2011

 

2013 (*)

 

437,980

 

1,291,602

 

2014

 

1,250,564

 

1,140,192

 

2015

 

599,948

 

518,323

 

2016

 

285,936

 

227,603

 

After 2017

 

8,722,208

 

8,004,570

 

 

 

11,296,636

 

11,182,290

 

 


(*) For the period as of June 30, 2012, the amount is regarding from July 01, 2013 to December 31, 2013.

 

a) 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) as defined in the bank agreements. 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, 2012 such covenant was 4.5 times;

 

II) Consolidated Leverage Ratio — measures the level of gross debt in relation to EBITDA as defined in the bank agreements. The contractual ratio indicates that the gross debt should not surpass 4 times the EBITDA for the last 12 months. As of June 30, 2012 such covenant was 3.3 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, 2012 such level was R$ 28,421,862; 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, 2012 the current ratio was 1.9 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.

 

The company has the purpose of establish a new financial covenant standard in which cash, cash equivalents and financial revenue are considered in the ratios calculations. In compliance with this strategic, the new financial agreements of the company and its subsidiaries, which has financial covenants, follows the new standard. The new financial covenants standard is: Net Debt / EBITDA must be less or equal to 4 and EBITDA / Net Financial Expenses must be greater or equal to 3. As of June 30, 2012, the Net Debt / EBITDA was 2.6 times and the EBITDA / Net financial expense was 8.5 times.

 

Based on the Company’s internal forecasts, the Company does not expect to be in breach of any of the financial covenants over the next twelve months.  Nevertheless, this forecast can be affected positive or negatively by the global economics and the steel market.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

NOTE 12 — DEBENTURES

 

 

 

General

 

Quantity as of June 30, 2012

 

 

 

 

 

 

 

 

 

Issuance

 

Meeting

 

Issued On

 

Portfolio

 

Maturity

 

Annual Charges (*)

 

June 30, 2012

 

December 31, 2011

 

3ª - A e B

 

May 27,1982

 

144,000

 

116,794

 

June 1, 2021

 

CDI

 

99,967

 

113,717

 

 

July 14, 1982

 

68,400

 

60,138

 

July 1, 2022

 

CDI

 

39,241

 

41,688

 

 

November 11, 1982

 

179,964

 

75,279

 

July 2, 2013

 

CDI

 

324,841

 

435,676

 

 

June 10, 1983

 

125,640

 

62,173

 

September 1, 2014

 

CDI

 

31,584

 

32,261

 

11ª - A e B

 

June 29, 1990

 

150,000

 

98,442

 

June 1, 2020

 

CDI

 

128,712

 

162,591

 

 

 

 

 

 

 

 

 

 

 

 

 

624,345

 

785,933

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

41,688

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

624,345

 

744,245

 

 


(*) CDI - Interbank Deposit Certificate

 

Maturities of long-term amounts are as follows:

 

 

 

June 30, 2012

 

December 31, 2011

 

2013*

 

324,841

 

435,676

 

2014

 

31,584

 

32,261

 

After 2020

 

267,920

 

276,308

 

 

 

624,345

 

744,245

 

 


(*) For the period as of June 30, 2012, the amount is regarding from July 01, 2013 to December 31, 2013.

 

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 4.59% and 11.60% as of June 30, 2012 and December 31, 2011, respectively.

 

NOTE 13 - FINANCIAL INSTRUMENTS

 

a) General considerations - Gerdau S.A. and its subsidiaries enter into transactions with financial instruments whose risks are managed by means of strategies and exposure limit controls. All financial instruments are recorded in the accounting books and presented as cash and cash equivalents, short-term investments, trade accounts receivable, trade accounts payable, Ten Years bonds, other financing, payroll and related liabilities, 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.

 

The Company has derivatives and non-derivative instruments, such as the hedge for some operations under hedge accounting.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

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

 

 

 

June 30, 2012

 

December 31, 2011

 

 

 

Book

 

Market

 

Book

 

Market

 

 

 

Value

 

Value

 

Value

 

Value

 

Cash and cash equivalents

 

1,664,071

 

1,664,071

 

1,476,599

 

1,476,599

 

Short and long-term investments

 

1,500,610

 

1,500,610

 

3,101,649

 

3,101,649

 

Trade accounts receivable

 

4,509,605

 

4,509,605

 

3,602,748

 

3,602,748

 

Trade accounts payable

 

3,527,405

 

3,527,405

 

3,212,163

 

3,212,163

 

Ten Years Bonds

 

8,177,837

 

8,993,693

 

7,582,966

 

8,002,218

 

Other financing

 

6,089,390

 

6,089,390

 

5,314,629

 

5,314,629

 

Payroll and related liabilities

 

627,728

 

627,728

 

617,432

 

617,432

 

Debentures

 

624,345

 

624,345

 

785,933

 

785,933

 

Related parties (assets)

 

83,889

 

83,889

 

111,955

 

111,955

 

Related parties (liabilities)

 

17

 

17

 

6

 

6

 

Unrealized gains on financial instruments

 

638

 

638

 

140

 

140

 

Unrealized losses on financial instruments

 

17,273

 

17,273

 

5,327

 

5,327

 

Put options on non controlling interest

 

572,949

 

572,949

 

533,544

 

533,544

 

Other accounts receivable

 

454,455

 

454,455

 

464,592

 

464,592

 

Other accounts payable

 

773,455

 

773,455

 

756,971

 

756,971

 

 

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.

 

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 details of 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.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

Capital management risk: this risk comes from the Company’s choice in adopting a financing structure for its operations. The Company manages its capital structure, which consists of a ratio between the financial debts and its own capital (Equity) based on internal policies and benchmarks. The 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 3 and 4 times

Interest Coverage Ratio

 

greater than 3 times

Debt/Equity ratio

 

less or equal 60%

 

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, 2012

 

Changes in foreign currency

 

5

%

161,170

 

Changes in interest rates

 

0.1

%

77,473

 

Changes in sales price of goods

 

1

%

191,749

 

Changes in price of goods and raw materials

 

1

%

120,330

 

Interest rate Swaps

 

0.1

%

1,116

 

Currency Swaps and NDF’s (Non Deliverable Forwards)

 

5

%

10,060

 

 

Foreign currency sensitivity analysis: the Company is exposed to variations in foreign currency, especially in loans and financing in the amount of US$ 1.6 billion. The sensitivity analysis made by the Company considers the effects of an increase or a reduction of 5% between 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, 2012, 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$ 161,170 — R$ 80,283 after the effects of changes in the net investment hedge described in note 13.g, as of June 30, 2012 (R$ 32,933 as of June 30, 2011) 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.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

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$ 77,473 as of June 30, 2012 (R$ 62,881 as of June 30, 2011) 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.

 

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$ 191,749 as of June 30, 2012 (R$ 173,737 as of June 30, 2011) and raw materials and other inputs totals R$ (120,330) as of June 30, 2012 (R$ (107,509) as of June 30, 2011). 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$ 1,116 (income of R$ 192 as of June 30, 2011) and a decrease of 0.1% change in the interest rates represents an expense of R$ 1,116 (expense of R$ 192 as of June 30, 2011). All these swaps were contracted to hedge debt positions from floating to fix (Liability). On June 30, 2012, these effects were recognized in the statement of income and in the statement of comprehensive income in the amounts of R$ 1,063 and R$ 53, respectively (R$ 192 in the statement of income on June 30, 2011). The effects of changes in cash flow hedges are recorded in the statement of income. The interest rate swaps to which the Company is exposed to are presented in note 13.e.

 

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$ 10,060 as of June 30, 2012 (expense of R$ 788 as of June, 30 2011) and a decrease of 5% on the US Dollar against these currencies represents an income of R$ 10,060 as of June 30, 2012 (income of R$ 788 as of June, 30 2011). The Dollar/Real NDF’s were contracted to hedge asset positions (Exports) and these effects of mark to market have been recognized in the statement of comprehensive income. The Dollar/Colombian Pesos NDF’s were contracted to hedge liability positions (Debt) and these effects of mark to market would be recognized in the statement of comprehensive income. The NDF’s to which the Company is exposed are presented in note 13.e.

 

d) Financial Instruments per Category

 

Summary of the financial instruments per category:

 

June 30, 2012
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

 

1,664,071

 

 

 

1,664,071

 

Short and long-term investments

 

 

1,493,742

 

6,868

 

1,500,610

 

Unrealized gains on financial instruments

 

 

638

 

 

638

 

Trade accounts receivable

 

4,509,605

 

 

 

4,509,605

 

Related parties

 

83,889

 

 

 

83,889

 

Other accounts receivable

 

454,455

 

 

 

454,455

 

Total

 

6,712,020

 

1,494,380

 

6,868

 

8,213,268

 

Financial Income

 

165,767

 

101,298

 

 

267,065

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

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

 

 

 

3,527,405

 

3,527,405

 

Ten Years Bonds

 

 

 

8,177,837

 

8,177,837

 

Other financing

 

 

 

6,089,390

 

6,089,390

 

Payroll and related liabilities

 

 

 

627,728

 

627,728

 

Debentures

 

 

 

624,345

 

624,345

 

Related parties

 

 

 

17

 

17

 

Other accounts payable

 

 

 

773,455

 

773,455

 

Put options on minority interest

 

572,949

 

 

 

572,949

 

Unrealized losses on financial instruments

 

1,567

 

14,173

 

1,533

 

17,273

 

Total

 

574,516

 

14,173

 

19,821,710

 

20,410,399

 

Financial Income

 

(13,503

)

 

(685,991

)

(699,494

)

 

December 31, 2011
Assets

 

Loans and receivables

 

Assets at fair value
with gains and losses
recognized in Income

 

Assets at fair value
with gains and losses
recognized in Equity

 

Total

 

Cash and cash equivalents

 

1,476,599

 

 

 

1,476,599

 

Short-term investments

 

 

3,095,359

 

6,290

 

3,101,649

 

Unrealized gains on financial instruments

 

 

140

 

 

140

 

Trade accounts receivable

 

3,602,748

 

 

 

3,602,748

 

Related parties

 

111,955

 

 

 

111,955

 

Other accounts receivable

 

464,592

 

 

 

464,592

 

Total

 

5,655,894

 

3,095,499

 

6,290

 

8,757,683

 

Financial income

 

379,651

 

276,645

 

 

656,296

 

 

Liabilities

 

Liabilities at market
value with gains and
losses recognized in
Income

 

Liabilities at fair value
with gains and losses
recognized in Equity

 

Other financial
liabilities at amortized
cost

 

Total

 

Trade accounts payable

 

 

 

3,212,163

 

3,212,163

 

Ten Years Bonds

 

 

 

7,582,966

 

7,582,966

 

Other financing

 

 

 

5,314,629

 

5,314,629

 

Payroll and related liabilities

 

 

 

617,432

 

617,432

 

Debentures

 

 

 

785,933

 

785,933

 

Related parties

 

 

 

6

 

6

 

Other accounts payable

 

 

 

756,971

 

756,971

 

Put options on minority interest

 

533,544

 

 

 

533,544

 

Unrealized losses on financial instruments

 

5,327

 

 

 

5,327

 

Total

 

538,871

 

 

18,270,100

 

18,808,971

 

Financial income

 

(96,909

)

 

(1,087,723

)

(1,184,632

)

 

As of June 30, 2012, with the exception of the instruments classified as cash flow hedge, whose effectiveness is measured, and that has its unrealized losses and/or gains classified directly in other comprehensive income, 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 monitoring of the effects of these transactions is monthly

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

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 Diaco S.A. has Non Deliverable Forwards designated as cash flow hedges, with notional amount of US$ 10.0 million (R$ 20,213 as of June 30, 2012) with maturity date on September 24, 2012. This transaction was contracted to hedge against the exchange exposure arising on the US dollar denominated financing with Davivienda Bank, referred to the global credit line. The fair value of this contract represents a loss of R$ 922 and it was presented in the consolidated statement of income. The counterparty to this transaction is Banco Davivienda.

 

Subsidiary Diaco S.A. has Non Deliverable Forwards designated as cash flow hedges, with notional amount of US$ 60.0 million (R$ 121,278 as of June 30, 2012) with maturity date on December 12, 2012. This transaction was contracted to hedge against the exchange exposure arising on the US dollar denominated financing with Davivienda Bank, referred to the global credit line. The fair value of this contract represents a loss of R$ 6,243 and it was presented in the consolidated statement of income. The counterparty to this transaction is Banco Davivienda.

 

Subsidiary Diaco S.A. contracted Non Deliverable Forwards designated as cash flow hedges, with notional amount of US$ 20.0 million (R$ 40,426 as of June 30, 2012) with maturity date on July 17, 2012. This transaction was contracted to hedge against the exchange exposure arising on the US dollar denominated financing with Davivienda Bank, referred to the global credit line. The fair value of this contract represents a gain of R$ 403 and it was presented in the consolidated statement of income. The counterparty to this transaction is Banco Davivienda.

 

The Company contracted Non Deliverable Forwards designated as cash flow hedges, with notional amount of US$ 21.26 million (R$ 42,973 as of June 30, 2012) with maturity date on December 28, 2012. This transaction was contracted with the objective to hedge part of the cash flow from its exports against the exchange exposure arising on the US dollar against Brazilian real. The fair value of this contract represents a loss of R$ 935 and it was presented in other comprehensive income. The counterparty to this transaction is HSBC Bank.

 

The prospective and retrospective testing made for above financial instruments did not identify any amount of ineffectiveness.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

Swap Contracts

 

Interest rate swap

 

The subsidiary Siderúrgica del Perú S.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 nominal value of US$ 28.57 million (R$ 57,751 as of June 30, 2012) and maturity date on April 3, 2014. This swap was contracted in order to minimize the risk of interest rate fluctuations (LIBOR) since the subsidiary 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, 2012 results in a gain of R$ 1,146 presented in the statement of comprehensive income. The counterparty to this transaction is Banco Bilbao Vizcaya -BBVA.

 

The subsidiary Gerdau Açominas S.A. entered into an interest rate swap with a notional value of US$ 350 million (R$ 707,455 as of June 30, 2012) and a maturity date of June 22, 2015, on which the financial charges agreed on the debt contract with Banco do Brasil, equivalent to LIBOR plus a percentage of interest, are exchanged for pre-determined interest rates. The fair value of this contract as of June 30, 2012 is a gain of R$ 737 presented in the statement of comprehensive income. From April 01, 2012, the Company designated this swap as cash flow hedge and because of this aspect the effects started to be registered in other comprehensive income. The counterparts of this operation are the following banks: HSBC, Citibank and Morgan Stanley.

 

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, 2012, there were no margin calls for any of the above contracts.

 

The derivatives instruments can be summarized and categorized as follows:

 

 

 

 

 

 

 

 

 

 

 

Recognized value

 

Fair value

 

 

 

 

 

 

 

Notional value

 

Net income

 

Shareholder’s equity

 

Amount receivable

 

Amount payable

 

 

 

Position

 

June 30, 2012

 

December 31, 2011

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

December 31, 2011

 

June 30, 2012

 

December 31, 2011

 

June 30, 2012

 

December 31, 2011

 

Contracts for Asset Protection

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diaco S.A

 

 

 

 

 

 

 

 

(309

)

 

 

 

 

 

 

Diaco S.A

 

 

 

 

 

 

 

 

(165

)

 

 

 

 

 

 

Diaco S.A

 

 

 

 

 

US$10.0 milion

 

US$10.0 milion

 

(922

)

 

 

 

 

140

 

(1,196

)

 

Diaco S.A

 

 

 

 

 

US$60.0 milion

 

US$60.0 milion

 

(6,243

)

 

 

 

 

 

(8,100

)

(314

)

Diaco S.A

 

 

 

 

 

US$20.0 million

 

 

403

 

 

 

 

522

 

 

 

 

Cleary Holdings

 

 

 

 

 

 

 

 

333

 

 

 

 

 

 

 

Cleary Holdings

 

 

 

 

 

 

 

 

82

 

 

 

 

 

 

 

Gerdau S.A.

 

 

 

 

 

US$21.26 million

 

 

(1,514

)

 

(935

)

 

116

 

 

(1,533

)

 

 

 

 

 

 

 

 

 

 

 

(8,276

)

(59

)

(935

)

 

638

 

140

 

(10,829

)

(314

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swap contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Siderúrgica del Perú S.A.A. - Siderperú

 

receivable edge

 

Libor 6M + 0.90%

 

US$28.57 milhões

 

US$35.71 milion

 

(1,567

)

(1,779

)

1,146

 

 

 

 

(2,775

)

(3,674

)

 

 

payable edge

 

5.50%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gerdau Açominas S.A.

 

receivable edge

 

Libor 6M + 2.30%

 

US$350.0 milhões

 

US$350 milion

 

 

 

737

 

 

 

 

(3,669

)

(1,339

)

 

 

payable edge

 

3.28%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gerdau Ameristeel Corp.

 

receivable edge

 

Libor 6M + 1,37%

 

 

 

 

(68,697

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

payable edge

 

3.48%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GTL Equity Investments Corp.

 

receivable edge

 

4.51% p.a.

 

 

 

 

1,012

 

 

 

 

 

 

 

 

 

payable edge

 

3.51% p.a.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,567

)

(69,464

)

1,883

 

 

 

 

(6,444

)

(5,013

)

 

 

 

 

 

 

 

 

 

 

(9,843

)

(69,523

)

948

 

 

638

 

140

 

(17,273

)

(5,327

)

 

 

 

June 30, 2012

 

December 31, 2011

 

Unrealized gains on derivatives

 

 

 

 

 

Current assets

 

638

 

140

 

 

 

638

 

140

 

Unrealized losses on derivatives

 

 

 

 

 

Current liabilities

 

(9,296

)

(314

)

Non-current liabilities

 

(7,977

)

(5,013

)

 

 

(17,273

)

(5,327

)

Net effect

 

(16,635

)

(5,187

)

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

f) Put options on non-controlling interests

 

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 of June 30, 2012, such potential obligation totaled R$ 567,700 (R$ 528,821 as of December 31, 2011).

 

The Company has the call option for the remaining 1% stake in Pacific Coast Steel (PCS) interest with a fixed price of US$ 3 million. On June 30, 2012, the amount recognized as a potential obligation amounts to R$ 5,249 (R$ 4,723 as of December 31, 2011).

 

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, totaling US$ 2.75 billion. As a consequence, the effect of exchange rate changes on these debts has been recognized in comprehensive income, while the effect of taxation (income and social contribution taxes) is recognized in income.

 

Starting from April 1, 2012, with the objective of eliminating the tax effect from the exchange variance of these debts, the Company decided to change the value of the net investment hedge designation in foreign subsidiaries for the operations of Ten Years Bonds. Thus, the exchange rate variance over the amount of US$ 1.96 billion will continue to be recognized in equity while the exchange rate variance on the portion of US$ 0.79 billion is recognized in income.

 

Additionally, the Company chose to designate as hedge part of the net investments in financing operations held by the subsidiary Gerdau Açominas SA, in the amount of US$ 0.7 billion, 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 loss in the net tax amount of R$ 303,622 (gain of R$ 297,942 on June 30, 2011).

 

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:

 

IAS 32 defines fair value as the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. IFRS 7 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 (unadjusted) in active markets for identical assets and liabilities.

 

Level 2 - Inputs other than quoted prices included in Level 1 available, where (unadjusted) quoted prices are for similar assets and liabilities in non-active markets, or other data that is available or may be corroborated by market data for substantially the full term of the asset or liability.

 

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

 

As of June 30, 2012, 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, 2012, are as follows:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

 

 

 

 

 

Quoted Prices Active Markets for
Identical Assets (Level 1)

 

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

 

Significant Unobservable Inputs
(Level 3)

 

 

 

June 30, 2012

 

December 31, 2011

 

June 30, 2012

 

December 31, 2011

 

June 30, 2012

 

December 31, 2011

 

June 30, 2012

 

December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trading

 

1,493,742

 

3,095,359

 

1,363,371

 

2,825,908

 

130,371

 

269,451

 

 

 

Available for sale

 

6,868

 

6,290

 

6,868

 

6,290

 

 

 

 

 

Financial instruments

 

638

 

140

 

 

 

638

 

140

 

 

 

 

 

1,501,248

 

3,101,789

 

1,370,239

 

2,832,198

 

131,009

 

269,591

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial instruments

 

9,296

 

314

 

 

 

9,296

 

314

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial instruments

 

7,977

 

5,013

 

 

 

7,977

 

5,013

 

 

 

Put options on minority interest

 

572,948

 

533,544

 

 

 

 

 

572,948

 

533,544

 

 

 

590,221

 

538,871

 

 

 

17,273

 

5,327

 

572,948

 

533,544

 

 

 

2,091,469

 

3,640,660

 

1,370,239

 

2,832,198

 

148,282

 

274,918

 

572,948

 

533,544

 

 

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

 

 

 

Liabilities

 

Balance as of December 31, 2011

 

533,544

 

(+) Interests and other contractual obligations

 

11,266

 

(+) Gains and losses on conversion

 

28,138

 

Balance as of June 30, 2012

 

572,948

 

 

 

572,948

 

 

NOTE 14 — PROVISIONS FOR TAX, CIVIL AND LABOR 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 advisors, 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.

 

The provision has been recorded considering the judgment of its legal advisors and the Management, for processes whose expected loss is considered probable, is sufficient to cover expected losses. The balances of the provisions are as follows:

 

I) Provisions

 

 

 

June 30, 2012

 

December 31, 2011

 

a) Tax provisions

 

771,957

 

672,652

 

b) Labor provisions

 

225,592

 

217,696

 

c) Civil provisions

 

18,428

 

17,370

 

 

 

1,015,977

 

907,718

 

 

a) Provision for tax issues

 

The increase in tax provisions relates, substantially, to the discussions concerning the compensation of PIS credits, the incidence of PIS and COFINS on other income and excluding the ICMS from the calculation basis for PIS and COFINS. In relation to the demands of dealing with the exclusion of ICMS from the calculation basis for PIS and COFINS, the Company and its subsidiaries have been deposited in court the amounts involved.

 

II) Judicial deposits

 

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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

 

 

June 30, 2012

 

December 31, 2011

 

Tax

 

763,228

 

666,681

 

Labor

 

41,825

 

37,829

 

Civil

 

8,910

 

8,970

 

 

 

813,963

 

713,480

 

 

NOTE 15 - RELATED-PARTY TRANSACTIONS

 

a)             Intercompany loans

 

 

 

June 30, 2012

 

December 31, 2011

 

Assets

 

 

 

 

 

Associate Companies

 

 

 

 

 

Armacero Ind. Com. Ltda.

 

70

 

63

 

 

 

 

 

 

 

Controlling shareholders

 

 

 

 

 

Metalúrgica Gerdau S.A.

 

84

 

29,901

 

 

 

 

 

 

 

Jointly- Controlled entities

 

 

 

 

 

Gerdau Corsa SAPI de C.V.

 

11,890

 

5,209

 

 

 

 

 

 

 

Others

 

 

 

 

 

Fundação Gerdau

 

71,677

 

76,573

 

Others

 

168

 

209

 

 

 

83,889

 

111,955

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Others

 

 

 

 

 

Others

 

(17

)

(6

)

 

 

(17

)

(6

)

 

 

 

For the six-month periods ended

 

 

 

June 30, 2012

 

June 30, 2011

 

Net financial income

 

611

 

2,333

 

 

b)             Commercial operations

 

In the six-month periods ended June 30, 2012 and 2011, the Company, through its subsidiaries, performed commercial operations with some of its associated companies and jointly controlled entities in sales of R$ 183,475 as of June 30, 2012 (R$ 186,469 as of June 30, 2011) and purchases in the amount of R$ 89,696 as of June 30, 2012 (R$ 39,940 as of June 30, 2011). The net balance of accounts receivable totals R$ 86,337 as of June 30, 2012 (R$ 49,054 as of December 31, 2011).

 

c)              Financial operations

 

 

 

Expenses

 

 

 

For the six-month periods ended

 

 

 

June 30, 2012

 

June 30, 2011

 

Parent company

 

 

 

 

 

Indac - Ind. Adm. e Comércio S.A. (*)

 

(9,088

)

(11,076

)

 


(*) Guarantees granted of loans

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

d)             Guarantees granted

 

Related Party

 

Relationship
with issuer

 

Type

 

Object

 

Original
Amount

 

Maturity or
Deadline

 

Outstanding
Amount

Dona Francisca Energética S.A

 

Associate

 

Guarantee

 

Loans and Financing

 

152,020

 

jun/13 - dec/14

 

20,387

Gerdau Açominas S.A.

 

Subsidiary

 

Guarantee

 

Loans and Financing

 

2,042,893

 

jul/15

 

1,667,382

Empresa Siderúrgica Del Peru S.A.A.

 

Subsidiary

 

Guarantee

 

Loans and Financing

 

148,071

 

Undetermined

 

141,491

Empresa Siderúrgica Del Peru S.A.A.

 

Subsidiary

 

Guarantee

 

Loans and Financing

 

544,262

 

jul/13 - april/14

 

262,784

GTL Trade Finance Inc.

 

Subsidiary

 

Guarantee

 

10 Years Bond

 

1,744,000

 

oct/17

 

3,031,950

Diaco S.A.

 

Subsidiary

 

Guarantee

 

Loans and Financing

 

280,804

 

jul/12 - jul/13

 

323,408

Gerdau Aços Especiais S.A.

 

Subsidiary

 

Guarantee

 

Electricity purchase and sale agreement

 

1,664

 

sep/16

 

8,354

Gerdau Holding Inc.

 

Subsidiary

 

Guarantee

 

10 Years Bond

 

2,188,125

 

jan/20

 

2,526,625

Industrias Nacionales C. por A.

 

Associate

 

Guarantee

 

Loans and Financing

 

102,529

 

jul/15 - jan/19

 

116,988

Industrias Nacionales C. por A.

 

Associate

 

Guarantee

 

Loans and Financing

 

112,852

 

mar/14

 

66,413

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

 

Associate

 

Guarantee

 

Working capital line

 

75,392

 

oct/12

 

89,948

Gerdau Trade Inc.

 

Subsidiary

 

Guarantee

 

10 Years Bond

 

2,117,750

 

sep/20

 

2,526,625

Gerdau Açominas S.A.

 

Subsidiary

 

Guarantee

 

Loans and Financing

 

67,773

 

jan/16

 

81,863

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

 

Associate

 

Guarantee

 

Loans and Financing

 

123,293

 

aug/14

 

147,594

Siderúrgica Tultitlán S.A. de C.V.

 

Subsidiary

 

Guarantee

 

Loans and Financing

 

20,434

 

jun/14

 

22,019

Coquecol S.A.C.I.

 

Subsidiary

 

Guarantee

 

Loans and Financing

 

25,638

 

feb/13

 

30,320

Steelchem Trading Corporation

 

Associate

 

Guarantee

 

Loans and Financing

 

56,596

 

jun/14

 

56,596

 

e)              Debentures

 

Debentures are held by parent companies, directly or indirectly, in the amount of R$ 334,968 as of June 30, 2012 (R$ 490,931 as of December 31, 2011), which corresponds to 96,591 debentures (149,462 as of December 31, 2011).

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

f)               Price conditions and charges

 

Loan agreements between Brazilian companies are adjusted by the monthly variation of the CDI (Interbank Deposit Certificate), which was 2.14% and 4.59% for the three-month and six-month periods ended on June 30, 2012, respectively (2.88% and 5.52% for the three-month and six-month periods on June 30, 2011, 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.

 

g)             Management compensation

 

The Company paid to its management salaries and variable compensation totaling R$ 4,924 and R$ 37,717 for the three-month and six-month periods ended on June 30, 2012, respectively (R$ 5,945 and R$ 37,902 for the three-month and six-month periods ended on June 30, 2011, respectively).

 

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

 

a) Capital — The Board of Directors may, without need to change the by-laws, 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, 2012

 

December 31, 2011

 

 

 

Common shares

 

Preferred shares

 

Common shares

 

Preferred shares

 

Balance at the beginning of the period

 

571,929,945

 

1,132,968,411

 

503,903,035

 

1,000,912,831

 

Repurchases

 

 

(2,693,000

)

 

(4,100,000

)

Issuance of shares

 

 

 

68,026,910

 

134,830,100

 

Exercise of stock option

 

 

252,553

 

 

1,325,480

 

Balance at the end of the period

 

571,929,945

 

1,130,527,964

 

571,929,945

 

1,132,968,411

 

 

As of June 30, 2012, 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, 2012

 

December 31, 2011

 

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

 

449,712,654

 

78.4

 

252,841,484

 

22.1

 

702,554,138

 

40.9

 

Brazilian institutional investors

 

25,429,361

 

4.4

 

192,848,068

 

16.8

 

218,277,429

 

12.7

 

23,811,051

 

4.2

 

191,637,962

 

16.7

 

215,449,013

 

12.4

 

Foreign institutional investors

 

23,892,415

 

4.2

 

512,703,637

 

44.7

 

536,596,052

 

31.2

 

24,316,585

 

4.2

 

501,052,151

 

43.7

 

525,368,736

 

30.6

 

Other shareholders

 

72,895,515

 

12.7

 

172,134,775

 

15.0

 

245,030,290

 

14.2

 

74,089,655

 

12.9

 

187,436,814

 

16.4

 

261,526,469

 

15.2

 

Treasury shares

 

1,697,538

 

0.3

 

15,503,281

 

1.4

 

17,200,819

 

1.0

 

1,697,538

 

0.3

 

13,062,834

 

1.1

 

14,760,372

 

0.9

 

 

 

573,627,483

 

100.0

 

1,146,031,245

 

100.0

 

1,719,658,728

 

100.0

 

573,627,483

 

100.0

 

1,146,031,245

 

100.0

 

1,719,658,728

 

100.0

 

 

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 2012

 

December 31, 2011

 

 

 

Common

 

R$

 

Preferred shares

 

R$

 

Common

 

R$

 

Preferred
shares

 

R$

 

Balance at the beginning of the period

 

1,697,538

 

557

 

13,062,834

 

236,642

 

1,697,538

 

557

 

10,288,314

 

160,848

 

Repurchases

 

 

 

2,693,000

 

53,695

 

 

 

4,100,000

 

84,927

 

Exercise of stock option

 

 

 

(252,553

)

(13,568

)

 

 

(1,325,480

)

(9,133

)

Balance at the end of the period

 

1,697,538

 

557

 

15,503,281

 

276,769

 

1,697,538

 

557

 

13,062,834

 

236,642

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

As of June 30, 2012, the Company had 15,503,281 preferred shares in treasury, totaling R$ 276,769. These shares will be held in treasury for subsequent cancelling or will service the long-term incentive plan of the Company. Until the second quarter of 2012, 252,553 shares were delivered for the exercise of stock options with losses of R$ 13,568, which were recorded in the Stock options account. The average acquisition cost of these shares was R$ 17.85.

 

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 by-laws. The Board of Directors may propose to the shareholders the transfer of at least 5% of the profit for each year determined in its 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. This account also considers the effects and/or reclassifications of non-controlling interest on consolidated entities.

 

g) Dividends and interest on capital — On May 11, 2012, the Company paid dividends to shareholders in the amount of R$ 102,144 (R$ 0.06 per share). This payment of dividends was considered as payment in advance of the minimum dividends established by the Company’s by-laws.

 

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, 2012

 

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

 

 

 

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

 

180,017

 

355,829

 

535,846

 

157,234

 

311,762

 

468,996

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

571,929,945

 

1,130,497,112

 

 

 

554,923,218

 

1,100,301,121

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share (in R$) — Basic

 

0.31

 

0.31

 

 

 

0.28

 

0.28

 

 

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

 

 

For the six-month period ended on June 30, 2012

 

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

 

 

 

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

 

304,127

 

601,308

 

905,435

 

287,706

 

572,093

 

859,799

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

571,929,945

 

1,130,799,496

 

 

 

531,769,699

 

1,057,402,421

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share (in R$) — Basic

 

0.53

 

0.53

 

 

 

0.54

 

0.54

 

 

 

 

Diluted

 

 

 

For the three-month
period ended on June 30,
2012

 

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

 

Diluted numerator

 

 

 

 

 

Allocated net income available to Common and Preferred shareholders

 

 

 

 

 

Net income allocated to preferred shareholders

 

355,829

 

311,762

 

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.

 

80

 

(200

)

 

 

355,909

 

311,562

 

 

 

 

 

 

 

Net income allocated to common shareholders

 

180,017

 

157,234

 

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.

 

(80

)

200

 

 

 

 

 

 

 

 

 

179,937

 

157,434

 

 

 

 

 

 

 

Diluted denominator

 

 

 

 

 

Weighted - average number of shares outstanding

 

 

 

 

 

Common Shares

 

571,929,945

 

554,923,218

 

Preferred Shares

 

 

 

 

 

Weighted-average number of preferred shares outstanding

 

1,130,497,112

 

1,100,301,121

 

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

 

757,466

 

(2,103,220

)

Total

 

1,131,254,578

 

1,098,197,901

 

 

 

 

 

 

 

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

 

0.31

 

0.28

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

 

 

For the six-month period
ended on June 30, 2012

 

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

 

Diluted numerator

 

 

 

 

 

Allocated net income available to Common and Preferred shareholders

 

 

 

 

 

Net income allocated to preferred shareholders

 

601,308

 

572,093

 

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.

 

208

 

(120

)

 

 

601,516

 

571,973

 

 

 

 

 

 

 

Net income allocated to common shareholders

 

304,127

 

287,706

 

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.

 

(208

)

120

 

 

 

 

 

 

 

 

 

303,919

 

287,826

 

 

 

 

 

 

 

Diluted denominator

 

 

 

 

 

Weighted - average number of shares outstanding

 

 

 

 

 

Common Shares

 

571,929,945

 

531,769,699

 

Preferred Shares

 

 

 

 

 

Weighted-average number of preferred shares outstanding

 

1,130,799,496

 

1,057,402,421

 

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

 

1,161,864

 

(658,308

)

Total

 

1,131,961,360

 

1,056,744,113

 

 

 

 

 

 

 

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

 

0.53

 

0.54

 

 

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 allocated as cost of sales, sales expenses and 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 shall be exercised in a maximum of five years after the grace period. The Stock Options Plan establishes that 75% of the options granted to management are exercisable only if they met the performance goals established by the Executive Committee.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

Summary of changes in the plan:

 

 

 

 

 

 

 

 

 

Quantity of shares

 

Year of
grant

 

Exercise
price - R$

 

Vesting
period

 

Average accrued market
price (1)

 

Initial balance on
December 31, 2011

 

Granted

 

Cancelled

 

Exercised

 

End balance on
June 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2004

 

6.78

 

5 years

 

17.17

 

878,364

 

 

 

(15,936

)

862,428

 

2005

 

10.58

 

3 years

 

17.17

 

375,028

 

 

 

(2,752

)

372,276

 

2005

 

10.58

 

5 years

 

17.17

 

842,098

 

 

 

(17,667

)

824,431

 

2006

 

12.86

 

5 years

 

17.17

 

1,521,126

 

 

 

(31,948

)

1,489,178

 

2007

 

17.50

 

5 years

 

17.17

 

1,247,129

 

 

 

(7,240

)

1,239,889

 

2008

 

26.19

 

5 years

 

17.17

 

1,052,812

 

 

(14,019

)

 

1,038,793

 

2009

 

14.91

 

5 years

 

17.17

 

2,101,178

 

 

(10,535

)

(17,115

)

2,073,528

 

2010

 

29.12

 

5 years

 

17.17

 

1,572,819

 

 

(23,825

)

(3,646

)

1,545,348

 

2011

 

22.61

 

5 years

 

17.17

 

1,397,410

 

 

(116,862

)

(8,621

)

1,271,927

 

2012

 

14.42

 

5 years

 

17.17

 

 

2,277,080

 

(37,605

)

(10,203

)

2,229,272

 

 

 

 

 

 

 

 

 

10,987,964

 

2,277,080

 

(202,846

)

(115,128

)

12,947,070

 

 


(1) Accumulated average market price of share

 

 

 

 

 

 

 

 

 

Quantity of shares

 

Year of
grant

 

Exercise
price - R$

 

Vesting
period

 

Average accrued market
price (1)

 

Initial balance on
December 31, 2010

 

Granted

 

Cancelled

 

Exercised

 

End balance on
December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2004

 

6.78

 

5 years

 

16.92

 

988,582

 

 

 

(110,218

)

878,364

 

2005

 

10.58

 

3 years

 

16.92

 

388,468

 

 

 

(13,440

)

375,028

 

2005

 

10.58

 

5 years

 

16.92

 

932,681

 

 

 

(90,583

)

842,098

 

2006

 

12.86

 

5 years

 

16.92

 

1,624,621

 

 

 

(103,495

)

1,521,126

 

2007

 

17.50

 

5 years

 

16.92

 

1,280,299

 

 

(25,028

)

(8,142

)

1,247,129

 

2008

 

26.19

 

5 years

 

16.92

 

1,083,020

 

 

(30,208

)

 

1,052,812

 

2009

 

14.91

 

5 years

 

16.92

 

2,169,970

 

 

(58,728

)

(10,064

)

2,101,178

 

2010

 

29.12

 

5 years

 

16.92

 

1,607,567

 

 

(32,467

)

(2,281

)

1,572,819

 

2011

 

22.61

 

5 years

 

16.92

 

 

1,444,131

 

(39,984

)

(6,737

)

1,397,410

 

 

 

 

 

 

 

 

 

10,075,208

 

1,444,131

 

(186,415

)

(344,960

)

10,987,964

 

 


(1) Accumulated average market price of share

 

As of June 30, 2012 the Company has a total of 15,503,281 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, 2012:

 

 

 

Grant

 

 

 

 

 

2012

 

2011

 

2010

 

2009

 

2008

 

2007

 

2006

 

2005

 

2004

 

Average

 

Total options granted

 

2,277,080

 

1,444,131

 

1,631,157

 

2,286,172

 

1,202,974

 

1,556,502

 

1,979,674

 

2,342,448

 

1,599,568

 

 

 

Exercise price- R$

 

14.42

 

22.61

 

29.12

 

14.91

 

26.19

 

17.50

 

12.86

 

10.58

 

6.78

 

16.35

 

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

 

9.78

 

11.45

 

13.23

 

7.03

 

21.44

 

15.30

 

8.66

 

5.20

 

5.77

 

10.09

 

Average exercise period on the grant date (years)

 

5

 

5

 

5

 

5

 

5

 

5

 

5

 

5

 

5

 

 

 

 


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

 

The total of options exercisable on June 30, 2012 is 4,788,202 (3,616,616 on December 31, 2011).

 

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$ 3,597 and R$ 7,880 for the three-month and six-month periods ended on June 30, 2012, respectively (R$ 3,812 and R$ 7,577 as of June 30, 2011, 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 2012

 

Grant 2011

 

Grant 2010

 

Grant 2009

 

Grant 2008

 

Grant 2007

 

Grant 2006

 

Grant 2005

 

Grant 2004

 

Dividend yield

 

2.18

%

2.06

%

2.08

%

4.13

%

2.81

%

4.32

%

9.99

%

7.90

%

7.03

%

Stock price volatility

 

57.36

%

57.15

%

57.95

%

57.81

%

37.77

%

38.72

%

41.51

%

38.72

%

43.31

%

Risk-free rate of return

 

10.62

%

11.85

%

12.73

%

12.32

%

14.04

%

12.40

%

12.80

%

8.38

%

8.38

%

Expected period until maturity

 

5 years

 

5 years

 

5 years

 

5 years

 

5 years

 

5 years

 

5 years

 

5 years

 

5 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.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

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.

 

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 16, 2012, an award of approximately US$ 10.1 million (R$ 18.4 million) was granted to participants under the EIP for 2011 performance. The Company issued 1,892,202 equity-settled SARs, 50,556 RSUs, and 101,113 PSUs under this plan. This award is being accrued over the vesting period of 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 2010 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, 2012, there were 2,193,398 cash-settled SARs, 1,089,715 stock options, and 88,890 phantom shares outstanding under the LTIP. These awards are being accrued over the vesting period of 4 years.

 

During the three-month and six-month periods ended on June 30, 2012, the compensation costs recognized for all equity-settled awards were an expense of US$1.9 million (R$ 3.7 million) and US$ 3.6 million (R$ 6.7 million), respectively, and, during the three-month and six-month periods ended June 30, 2011, the compensation costs recognized were an expense of US$ 1.1 million (R$ 1.8 million) and US$ 2.6 million (R$ 4.2 million), respectively.

 

During the three-month and six-month periods ended on June 30, 2012, the compensation costs related to cash-settled awards were a gain of US$ 1.1 million (R$ 2.2 million) and a expense of US$ 2.5 million (R$ 4.7 million), respectively, and, during the three-month and six-month ended on June 30, 2011, were a gain of US$ 3.1 million (R$ 4.9 million) and US$ 3.4 million (R$ 5.5 million), respectively.

 

As of June 30, 2012 and December 31, 2011, the outstanding liability for share-based payment transactions included in Other non-current liabilities in the Gerdau Ameristeel consolidated financial statements was US$ 8.9 million (R$ 18 million) and US$ 7.7 million (R$ 14.4 million), respectively. The total intrinsic value of share-based liabilities for which the participant’s right to cash had vested was US$ 5 million (R$ 10.1 million) and US$ 3.1 million (R$ 5.8 million) as of June 30, 2012 and December 31, 2011, respectively.

 

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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

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, 2012 and 2011 was US$ 4.51 and US$ 5.45 (R$ 8.4 and R$ 8.9), respectively and the principal assumptions used in applying the Black-Scholes option pricing model were as follows:

 

 

 

2012

 

2011

 

Dividend yield

 

2.09

%

2.56

%

Stock price volatility

 

52.30

%

52.75

%

Risk-free rate of return

 

1.43

%

2.37

%

Expected period until maturity

 

6.50 years

 

6.51 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 Company’s common shares on the grant date. The weighted average fair value of RSUs granted was US$ 10.67 and US$ 13 (R$ 19.91 and R$ 21.21) for the six-month period ended June 30, 2012 and 2011, respectively.

 

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$ 10.67 and US$ 13 (R$ 19.91 and R$ 21.21) for the six-month period ended June 30, 2012 and 2011, respectively.

 

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 six-month period ended on June 30, 2012 and June 30, 2011.

 

The table below summarizes stock options for the six-month period ended on June 30, 2012 and for the year ended on December 31, 2011:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

 

 

June 30, 2012

 

December 31, 2011

 

 

 

Number of shares

 

Average market
price in the period

 

Number of shares

 

Average market
price in the period

 

 

 

 

 

US$

 

R$

 

 

 

US$

 

R$

 

Available at the beginning of the year

 

1,207,531

 

8.42

 

15.71

 

1,640,591

 

8.08

 

15.16

 

Options exercised (a)

 

(114,180

)

3.11

 

5.80

 

(191,887

)

3.23

 

6.06

 

Options cancelled

 

(3,636

)

4.82

 

9.00

 

(241,173

)

10.20

 

19.13

 

Available at the end of the period

 

1,089,715

 

8.99

 

16.78

 

1,207,531

 

8.42

 

15.79

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares exercised

 

902,632

 

9.95

 

18.57

 

775,074

 

9.98

 

18.72

 

 


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

 

The summary of the stock options for the period ended on June 30, 2012 is as follows:

 

Excercise price range

 

Quantity
Available

 

Average period of
grace (in year)

 

Average price of
exercise

 

Number exercisable at
June 30, 2012

 

 

 

 

 

 

 

US$

 

R$

 

 

 

US$ 4.35 (R$ 8.12)

 

648,477

 

6.7

 

4.35

 

8.12

 

461,395

 

US$ 11.89 to US$ 13.64 (R$ 22.19 to R$ 25.46)

 

267,654

 

4.4

 

13.19

 

24.62

 

267,654

 

US$ 19.84 (R$ 37.03)

 

173,584

 

5.7

 

19.84

 

37.03

 

173,583

 

 

 

1,089,715

 

 

 

 

 

 

 

902,632

 

 

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$ 1.7 million (R$ 3.1 million) was earned by participants in the first semester of 2012 and was granted 52% in SARs, 31% in Performance Shares and 17% in Restrict Shares. In 2011 an award of approximately US$ 0.8 million (R$ 1.5 million) was granted to the employees and was issued 41% in SAR’s, 39% in Performance Shares and 20% in Restrict Shares.

 

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

 

 

 

2012 Grant

 

2011 Grant

 

Dividend yield

 

2.09

%

2.56

%

Volatility in the share price

 

52.30

%

52.75

%

Free rate of return risk

 

1.43

%

2.37

%

Expected period to maturity

 

4.76 years

 

3.76 years

 

 

SARS, Restrict Shares and Phanton Shares

 

 

 

2012 Grant

 

2011 Grant

 

Dividend yield

 

2.09

%

2.56

%

Volatility in the share price

 

52.30

%

52.75

%

Free rate of return risk

 

1.43

%

2.37

%

Expected period to maturity

 

6.26 years

 

5.26 years

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

As of June 30, 2012 long-term incentive plan costs not yet recorded related to grants still in the grace period amounted to approximately US$ 3.5 million (R$ 7.1 million), and the average period for recognizing these costs was 5.14 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, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

Depreciation and amortization

 

(459,097

)

(430,872

)

(897,043

)

(878,436

)

Labor expenses

 

(1,422,872

)

(1,154,784

)

(2,759,845

)

(2,282,389

)

Raw material and consumption material

 

(6,191,330

)

(5,560,400

)

(12,033,040

)

(10,750,902

)

Freight

 

(477,260

)

(460,259

)

(953,526

)

(893,650

)

Other expenses

 

(626,566

)

(571,126

)

(1,193,749

)

(1,115,210

)

 

 

(9,177,125

)

(8,177,441

)

(17,837,203

)

(15,920,587

)

 

 

 

 

 

 

 

 

 

 

Classified as:

 

 

 

 

 

 

 

 

 

Cost of sales

 

(8,550,560

)

(7,606,316

)

(16,643,455

)

(14,805,378

)

Selling expenses

 

(149,162

)

(157,147

)

(280,715

)

(295,371

)

General and administrative expenses

 

(486,513

)

(431,654

)

(953,745

)

(872,920

)

Other operating income

 

31,348

 

57,120

 

72,880

 

102,449

 

Other operating expenses

 

(22,238

)

(39,444

)

(32,168

)

(49,367

)

 

 

(9,177,125

)

(8,177,441

)

(17,837,203

)

(15,920,587

)

 

NOTE 21 — FINANCIAL INCOME

 

 

 

For the Three-Month periods ended

 

For the Six-Month periods ended

 

 

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

Income from short-term investments

 

37,088

 

70,387

 

100,193

 

93,569

 

Interest income and other financial incomes

 

63,222

 

36,219

 

81,568

 

71,178

 

Financial income total

 

100,310

 

106,606

 

181,761

 

164,747

 

 

 

 

 

 

 

 

 

 

 

Interest on debts

 

(201,804

)

(199,371

)

(390,160

)

(403,864

)

Monetary variation and other financial expenses

 

(38,967

)

(54,074

)

(73,958

)

(105,081

)

Financial expenses total

 

(240,771

)

(253,445

)

(464,118

)

(508,945

)

 

 

 

 

 

 

 

 

 

 

Exchange variations, net

 

(196,755

)

(202

)

(140,915

)

25,683

 

Gains and losses on derivatives, net

 

2,127

 

(69,654

)

(9,157

)

(69,523

)

Financial result, net

 

(335,089

)

(216,695

)

(432,429

)

(388,038

)

 

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.

 

Starting in 2012, the operation of metallurgical coal and coke in Colombia, which was previously reported in the Latin America segment, has been considered in the Brazil segment. The change is due to the strategic decision to integrate the operation of coal and coke with Gerdau Açominas, due to its growing importance in the supply of metallurgical coal to that plant. Also from 2012, the Company’s corporate expenses, which were previously reported in Brazil segment, started to be considered in the column “Eliminations and Adjustments.”

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

For presentation purposes, the comparative information have been modified with respect to the information originally presented, to reflect the changes approved by the Gerdau Executive Committee, according to the criteria established by IFRS 8.

 

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

 

Information by business segment:

 

 

 

For the Three-month periods ended

 

 

 

Brazil Operation

 

North America Operation

 

Latin America Operation

 

Specialty Steels Operation

 

Eliminations and Adjustments

 

Consolidated

 

 

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

Net sales

 

3,723,900

 

3,581,918

 

3,184,152

 

2,689,472

 

1,274,308

 

958,236

 

2,070,192

 

2,032,002

 

(277,122

)

(251,761

)

9,975,430

 

9,009,867

 

Cost of sales

 

(3,113,572

)

(2,954,802

)

(2,833,587

)

(2,375,457

)

(1,161,020

)

(837,039

)

(1,731,504

)

(1,671,321

)

289,123

 

232,303

 

(8,550,560

)

(7,606,316

)

Gross profit

 

610,328

 

627,116

 

350,565

 

314,015

 

113,288

 

121,197

 

338,688

 

360,681

 

12,001

 

(19,458

)

1,424,870

 

1,403,551

 

Selling, general and administrative expenses

 

(226,854

)

(240,118

)

(151,707

)

(108,682

)

(75,389

)

(58,240

)

(79,677

)

(83,690

)

(102,048

)

(98,071

)

(635,675

)

(588,801

)

Other operating income (expenses)

 

21,281

 

(24,288

)

1,954

 

935

 

(1,879

)

21,424

 

7,152

 

3,072

 

(19,398

)

16,533

 

9,110

 

17,676

 

Equity in earnings of unconsolidated companies

 

 

 

9,410

 

43,886

 

(7,608

)

6,519

 

(20,024

)

(9,497

)

4,668

 

4,621

 

(13,554

)

45,529

 

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

 

404,755

 

362,710

 

210,222

 

250,154

 

28,412

 

90,900

 

246,139

 

270,566

 

(104,777

)

(96,375

)

784,751

 

877,955

 

Finacial result, net

 

(34,584

)

(41,496

)

(30,165

)

(138,636

)

(2,596

)

(11,099

)

(19,521

)

(18,739

)

(248,223

)

(6,725

)

(335,089

)

(216,695

)

Income (Loss) before taxes

 

370,171

 

321,214

 

180,057

 

111,518

 

25,816

 

79,801

 

226,618

 

251,827

 

(353,000

)

(103,100

)

449,662

 

661,260

 

Income and social contribution taxes

 

(98,461

)

(18,897

)

(27,393

)

(14,078

)

(3,294

)

(21,139

)

(68,872

)

(76,421

)

296,904

 

(27,528

)

98,884

 

(158,063

)

Net income (Loss)

 

271,710

 

302,317

 

152,664

 

97,440

 

22,522

 

58,662

 

157,746

 

175,406

 

(56,096

)

(130,628

)

548,546

 

503,197

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales between segments

 

191,063

 

165,628

 

55,239

 

14,017

 

592

 

 

30,228

 

72,116

 

 

 

277,122

 

251,761

 

Depreciation/amortization

 

184,603

 

203,851

 

117,394

 

101,649

 

41,538

 

30,522

 

115,562

 

94,850

 

 

 

459,097

 

430,872

 

 

 

 

June 30,
2012

 

December 31,
2011

 

June 30,
2012

 

December 31,
2011

 

June 30,
2012

 

December 31,
2011

 

June 30,
2012

 

December 31,
2011

 

June 30,
2012

 

December 31,
2011

 

June 30,
2012

 

December 31,
2011

 

Investments in associates and jointly-controlled entities

 

 

 

286,045

 

266,519

 

914,202

 

837,897

 

147,463

 

23,032

 

231,020

 

227,843

 

1,578,730

 

1,355,291

 

Total assets

 

18,261,708

 

18,266,525

 

15,766,310

 

14,438,588

 

7,364,264

 

6,558,110

 

11,849,950

 

10,661,967

 

104,049

 

56,604

 

53,346,280

 

49,981,794

 

Total liabilities

 

6,623,993

 

6,260,805

 

5,016,586

 

4,566,438

 

3,993,846

 

3,541,326

 

5,959,747

 

5,369,311

 

3,330,246

 

3,724,111

 

24,924,418

 

23,461,991

 

 

Information by business segment:

 

 

 

 

 

 

 

For the Six-month periods ended

 

 

 

Brazil Operation

 

North America Operation

 

Latin America Operation

 

Specialty Steels Operation

 

Eliminations and Adjustments

 

Consolidated

 

 

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

Net sales

 

6,944,035

 

6,768,920

 

6,325,517

 

5,317,664

 

2,423,300

 

1,907,681

 

3,925,648

 

3,785,575

 

(443,628

)

(406,182

)

19,174,872

 

17,373,658

 

Cost of sales

 

(5,906,770

)

(5,653,954

)

(5,639,976

)

(4,696,546

)

(2,196,293

)

(1,655,044

)

(3,348,756

)

(3,180,630

)

448,340

 

380,796

 

(16,643,455

)

(14,805,378

)

Gross profit

 

1,037,265

 

1,114,966

 

685,541

 

621,118

 

227,007

 

252,637

 

576,892

 

604,945

 

4,712

 

(25,386

)

2,531,417

 

2,568,280

 

Selling, general and administrative expenses

 

(454,861

)

(472,819

)

(284,380

)

(230,983

)

(137,280

)

(118,798

)

(163,505

)

(163,888

)

(194,434

)

(181,803

)

(1,234,460

)

(1,168,291

)

Other operating income (expenses)

 

31,352

 

4,082

 

6,076

 

4,582

 

(5,153

)

27,313

 

18,736

 

5,019

 

(10,299

)

12,086

 

40,712

 

53,082

 

Equity in earnings of unconsolidated companies

 

 

 

26,900

 

80,229

 

(2,065

)

14,211

 

(17,102

)

(13,926

)

9,598

 

(1,061

)

17,331

 

79,453

 

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

 

613,756

 

646,229

 

434,137

 

474,946

 

82,509

 

175,363

 

415,021

 

432,150

 

(190,423

)

(196,164

)

1,355,000

 

1,532,524

 

Finacial result, net

 

(60,908

)

(26,566

)

(53,778

)

(178,409

)

(12,924

)

(22,900

)

(39,329

)

(49,404

)

(265,490

)

(110,759

)

(432,429

)

(388,038

)

Income (Loss) before taxes

 

552,848

 

619,663

 

380,359

 

296,537

 

69,585

 

152,463

 

375,692

 

382,746

 

(455,913

)

(306,923

)

922,571

 

1,144,486

 

Income and social contribution taxes

 

(148,210

)

(88,076

)

(69,240

)

(59,343

)

(19,648

)

(40,604

)

(115,700

)

(121,761

)

375,389

 

77,934

 

22,591

 

(231,850

)

Net income (Loss)

 

404,638

 

531,587

 

311,119

 

237,194

 

49,937

 

111,859

 

259,992

 

260,985

 

(80,524

)

(228,989

)

945,162

 

912,636

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales between segments

 

294,268

 

282,966

 

97,116

 

24,910

 

592

 

 

51,652

 

98,306

 

 

 

443,628

 

406,182

 

Depreciation/amortization

 

387,012

 

424,079

 

223,818

 

208,435

 

79,604

 

61,277

 

206,609

 

184,645

 

 

 

897,043

 

878,436

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,
2012

 

December 31,
2011

 

June 30,
2012

 

December 31,
2011

 

June 30,
2012

 

December 31,
2011

 

June 30,
2012

 

December 31,
2011

 

June 30,
2012

 

December 31,
2011

 

June 30,
2012

 

December 31,
2011

 

Investments in associates and jointly-controlled entities

 

 

 

286,045

 

266,519

 

914,202

 

837,897

 

147,463

 

23,032

 

231,020

 

227,843

 

1,578,730

 

1,355,291

 

Total assets

 

18,261,708

 

18,266,525

 

15,766,310

 

14,438,588

 

7,364,264

 

6,558,110

 

11,849,950

 

10,661,967

 

104,049

 

56,604

 

53,346,280

 

49,981,794

 

Total liabilities

 

6,623,993

 

6,260,805

 

5,016,586

 

4,566,438

 

3,993,846

 

3,541,326

 

5,959,747

 

5,369,311

 

3,330,246

 

3,724,111

 

24,924,418

 

23,461,991

 

 

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.

 

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:

 

Information by geographic area:

 

 

 

For the Three-month periods ended

 

 

 

Brazil

 

Latin America (1)

 

North America (2)

 

Europe/Asia

 

Consolidated

 

 

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

Net sales

 

4,020,912

 

4,035,282

 

1,417,811

 

1,045,071

 

3,945,206

 

3,313,683

 

591,501

 

615,831

 

9,975,430

 

9,009,867

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2012

 

December 31, 2011

 

June 30, 2012

 

December 31, 2011

 

June 30, 2012

 

December 31, 2011

 

June 30, 2012

 

December 31, 2011

 

June 30, 2012

 

December 31, 2011

 

Total assets

 

21,510,557

 

21,328,121

 

7,364,264

 

6,882,443

 

21,576,336

 

19,700,246

 

2,895,123

 

2,070,984

 

53,346,280

 

49,981,794

 

 


(1) Does not include operations of Brazil

(2) Does not include operations of Mexico

 

Information by geographic area:

 

 

 

For the Six-month periods ended

 

 

 

Brazil

 

Latin America (1)

 

North America (2)

 

Europe/Asia

 

Consolidated

 

 

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

June 30, 2012

 

June 30, 2011

 

Net sales

 

7,625,313

 

7,553,468

 

2,610,999

 

2,073,348

 

7,798,915

 

6,546,397

 

1,139,645

 

1,200,445

 

19,174,872

 

17,373,658

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2012

 

December 31, 2011

 

June 30, 2012

 

December 31, 2011

 

June 30, 2012

 

December 31, 2011

 

June 30, 2012

 

December 31, 2011

 

June 30, 2012

 

December 31, 2011

 

Total assets

 

21,510,557

 

21,328,121

 

7,364,264

 

6,882,443

 

21,576,336

 

19,700,246

 

2,895,123

 

2,070,984

 

53,346,280

 

49,981,794

 

 


(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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2012

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

(Unaudited)

 

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 for the period ended on June 30, 2012 is required.

 

NOTE 24 - SUBSEQUENT EVENTS

 

I) On July 27, 2012, the Company proposed to anticipate the payment of dividends on  income of the six-month period ended on June 30, 2012, which will be calculated and credited on the shareholding interest owned on August 13, 2012, in the amount of R$ 153.2 million (R$ 0.09 per common and preferred share), with payment on August 23, 2012. These amounts were considered as payment in advance of the minimum dividends established by the Company’s by-laws, and were submitted to the approval of the Board of Directors on August 2, 2012.

 

********************************