EX-99.1 2 a16-10461_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GERDAU S.A.

 

Condensed consolidated interim financial statements

 

as of March 31, 2016

 



 

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

In thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

Note

 

March 31, 2016

 

December 31, 2015

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

4

 

4,730,025

 

5,648,080

 

Short-term investments

 

 

 

 

 

 

 

Held for Trading

 

4

 

794,989

 

1,270,760

 

Trade accounts receivable - net

 

5

 

4,527,641

 

4,587,426

 

Inventories

 

6

 

8,117,680

 

8,781,113

 

Tax credits

 

 

 

659,687

 

673,155

 

Income and social contribution taxes recoverable

 

 

 

585,875

 

724,843

 

Unrealized gains on financial instruments

 

13

 

13,257

 

37,981

 

Other current assets

 

 

 

439,431

 

454,140

 

 

 

 

 

19,868,585

 

22,177,498

 

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

Tax credits

 

 

 

77,144

 

77,990

 

Deferred income taxes

 

 

 

4,055,514

 

4,307,462

 

Unrealized gains on financial instruments

 

13

 

7,459

 

5,620

 

Related parties

 

15

 

60,162

 

54,402

 

Judicial deposits

 

14

 

1,773,325

 

1,703,367

 

Other non-current assets

 

 

 

402,471

 

490,583

 

Prepaid pension cost

 

 

 

118,847

 

140,388

 

Investments in associates and jointly-controlled entities

 

8

 

1,246,645

 

1,392,882

 

Goodwill

 

10

 

13,407,607

 

14,653,026

 

Other Intangibles

 

 

 

1,664,366

 

1,835,761

 

Property, plant and equipment, net

 

 

 

22,322,685

 

23,255,730

 

 

 

 

 

45,136,225

 

47,917,211

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

65,004,810

 

70,094,709

 

 

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

 



 

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

In thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

Note

 

March 31, 2016

 

December 31, 2015

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Trade accounts payable

 

 

 

3,343,318

 

3,629,788

 

Short-term debt

 

11

 

2,463,842

 

2,387,237

 

Taxes payable

 

 

 

348,256

 

349,674

 

Income and social contribution taxes payable

 

 

 

61,918

 

140,449

 

Payroll and related liabilities

 

 

 

431,940

 

480,430

 

Employee benefits

 

 

 

14,967

 

18,535

 

Environmental liabilities

 

 

 

26,160

 

27,736

 

Unrealized losses on financial instruments

 

13

 

22,084

 

 

Other current liabilities

 

 

 

724,819

 

829,182

 

 

 

 

 

7,437,304

 

7,863,031

 

 

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

Long-term debt

 

11

 

20,992,573

 

23,826,758

 

Debentures

 

12

 

227,494

 

246,862

 

Related parties

 

15

 

 

896

 

Deferred income taxes

 

 

 

830,122

 

914,475

 

Provision for tax, civil and labor liabilities

 

14

 

1,999,823

 

1,904,730

 

Environmental liabilities

 

 

 

111,906

 

136,070

 

Employee benefits

 

 

 

1,582,297

 

1,687,486

 

Obligations with FIDC

 

16

 

896,147

 

853,252

 

Other non-current liabilities

 

 

 

640,962

 

690,766

 

 

 

 

 

27,281,324

 

30,261,295

 

 

 

 

 

 

 

 

 

EQUITY

 

17

 

 

 

 

 

Capital

 

 

 

19,249,181

 

19,249,181

 

Treasury stocks

 

 

 

(362,786

)

(383,363

)

Capital reserves

 

 

 

11,597

 

11,597

 

Retained earnings

 

 

 

6,915,923

 

6,908,059

 

Operations with non-controlling interests

 

 

 

(2,877,488

)

(2,877,488

)

Other reserves

 

 

 

7,077,596

 

8,777,815

 

EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT

 

 

 

30,014,023

 

31,685,801

 

 

 

 

 

 

 

 

 

NON-CONTROLLING INTERESTS

 

 

 

272,159

 

284,582

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

30,286,182

 

31,970,383

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

 

 

65,004,810

 

70,094,709

 

 

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

 



 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF INCOME

In thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

 

 

For the three-month period ended

 

 

 

Note

 

March 31, 2016

 

March 31, 2015

 

 

 

 

 

 

 

 

 

NET SALES

 

 

 

10,084,511

 

10,447,376

 

 

 

 

 

 

 

 

 

Cost of sales

 

20

 

(9,271,833

)

(9,335,523

)

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

 

812,678

 

1,111,853

 

 

 

 

 

 

 

 

 

Selling expenses

 

20

 

(214,332

)

(179,519

)

General and administrative expenses

 

20

 

(429,554

)

(480,442

)

Other operating income

 

20

 

47,224

 

56,851

 

Other operating expenses

 

20

 

(7,409

)

(30,038

)

Equity in earnings of unconsolidated companies

 

8

 

(7,581

)

6,535

 

 

 

 

 

 

 

 

 

INCOME BEFORE FINANCIAL INCOME (EXPENSES) AND TAXES

 

 

 

201,026

 

485,240

 

 

 

 

 

 

 

 

 

Financial income

 

21

 

75,790

 

109,116

 

Financial expenses

 

21

 

(525,102

)

(372,064

)

Exchange variations, net

 

21

 

509,430

 

(651,254

)

Gain and losses on financial instruments, net

 

21

 

(21,520

)

15,637

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE TAXES

 

 

 

239,624

 

(413,325

)

Current

 

7

 

(33,308

)

(45,385

)

Deferred

 

7

 

(192,130

)

726,071

 

Income and social contribution taxes

 

 

 

(225,438

)

680,686

 

 

 

 

 

 

 

 

 

NET INCOME

 

 

 

14,186

 

267,361

 

 

 

 

 

 

 

 

 

ATTRIBUTABLE TO:

 

 

 

 

 

 

 

Owners of the parent

 

 

 

8,695

 

293,062

 

Non-controlling interests

 

 

 

5,491

 

(25,701

)

 

 

 

 

14,186

 

267,361

 

 

 

 

 

 

 

 

 

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

 

18

 

0.01

 

0.17

 

 

 

 

 

 

 

 

 

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

 

18

 

0.01

 

0.17

 

 

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

 



 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

In thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

For the three-month period ended

 

 

 

March 31, 2016

 

March 31, 2015

 

Net income for the period

 

14,186

 

267,361

 

Items that may be reclassified subsequently to profit or loss

 

 

 

 

 

Other comprehensive income from associates and jointly-controlled entities

 

(108,360

)

226,268

 

Cumulative translation adjustment

 

(2,514,978

)

4,446,034

 

Unrealized Gains (Losses) on net investment hedge

 

919,216

 

(1,601,878

)

Cash flow hedges

 

 

 

 

 

Unrealized Gains

 

2,319

 

3,579

 

 

 

(1,701,803

)

3,074,003

 

 

 

 

 

 

 

Total comprehensive income (loss) for the period, net of tax

 

(1,687,617

)

3,341,364

 

 

 

 

 

 

 

Total comprehensive income (loss) attributable to:

 

 

 

 

 

Owners of the parent

 

(1,677,165

)

3,267,680

 

Non-controlling interests

 

(10,452

)

73,684

 

 

 

(1,687,617

)

3,341,364

 

 

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

 



 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

in thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

Attributed to parent company’s interest

 

Total parent
company’s interest

 

Non-controlling
interests

 

Total
Shareholder’s Equity

 

 

 

 

 

 

 

 

 

Retained earnings

 

 

 

Other Reserves

 

 

 

 

 

 

 

 

 

Capital

 

Treasury
stocks

 

Capital
Reserve

 

Legal reserve

 

Tax Incentives
Reserve

 

Investments
and working
capital reserve

 

Retained
earnings

 

Operations
with non-
controlling
interests

 

Gains and
losses on net
investment
hedge

 

Gains and
losses on
financial
instruments

 

Cumulative
translation
adjustment

 

Pension Plan

 

Stock Option

 

 

 

 

 

 

 

Balance as of January 1, 2015

 

19,249,181

 

(233,142

)

11,597

 

628,228

 

611,531

 

10,475,045

 

 

(1,732,962

)

(2,472,853

)

(923

)

5,874,714

 

(347,847

)

138,250

 

32,200,819

 

1,053,715

 

33,254,534

 

2015 Changes in Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

293,062

 

 

 

 

 

 

 

293,062

 

(25,701

)

267,361

 

Other comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

 

 

(1,599,186

)

3,478

 

4,570,326

 

 

 

2,974,618

 

99,385

 

3,074,003

 

Total comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

293,062

 

 

(1,599,186

)

3,478

 

4,570,326

 

 

 

3,267,680

 

73,684

 

3,341,364

 

Adjustments of dividends after repurchase/exercise of shares

 

 

 

 

 

 

944

 

 

 

 

 

 

 

 

944

 

 

944

 

Stock option expenses recognized in the period

 

 

 

 

 

 

 

 

 

 

 

 

 

(23,723

)

(23,723

)

467

 

(23,256

)

Treasury stocks

 

 

(161,278

)

 

 

 

 

 

 

 

 

 

 

 

(161,278

)

 

(161,278

)

Stock option exercised during the period

 

 

30,913

 

 

 

 

(2,014

)

 

 

 

 

 

 

 

28,899

 

(54

)

28,845

 

Effects of interest changes in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(531

)

(531

)

Dividends/interest on capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,045

)

(1,045

)

Balance as of March 31, 2015 (Note 17)

 

19,249,181

 

(363,507

)

11,597

 

628,228

 

611,531

 

10,473,975

 

293,062

 

(1,732,962

)

(4,072,039

)

2,555

 

10,445,040

 

(347,847

)

114,527

 

35,313,341

 

1,126,236

 

36,439,577

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2016

 

19,249,181

 

(383,363

)

11,597

 

628,228

 

611,531

 

5,668,300

 

 

(2,877,488

)

(6,083,288

)

16,084

 

15,021,878

 

(314,981

)

138,122

 

31,685,801

 

284,582

 

31,970,383

 

2016 Changes in Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

8,695

 

 

 

 

 

 

 

8,695

 

5,491

 

14,186

 

Other comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

 

 

918,971

 

2,309

 

(2,607,140

)

 

 

(1,685,860

)

(15,943

)

(1,701,803

)

Total comprehensive income (loss) recognized in the period

 

 

 

 

 

 

 

8,695

 

 

918,971

 

2,309

 

(2,607,140

)

 

 

(1,677,165

)

(10,452

)

(1,687,617

)

Stock option expenses recognized in the period

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,359

)

(14,359

)

(49

)

(14,408

)

Stock option exercised during the period

 

 

20,577

 

 

 

 

(831

)

 

 

 

 

 

 

 

19,746

 

59

 

19,805

 

Effects of interest changes in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,981

)

(1,981

)

Balance as of March 31, 2016 (Note 17)

 

19,249,181

 

(362,786

)

11,597

 

628,228

 

611,531

 

5,667,469

 

8,695

 

(2,877,488

)

(5,164,317

)

18,393

 

12,414,738

 

(314,981

)

123,763

 

30,014,023

 

272,159

 

30,286,182

 

 

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

 



 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In thousands of Brazilian reais (R$)

(Unaudited)

 

 

 

 

 

For the three-month period ended

 

 

 

Note

 

March 31, 2016

 

March 31, 2015

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net income for the period

 

 

 

14,186

 

267,361

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

20

 

681,188

 

603,272

 

Equity in earnings of unconsolidated companies

 

8

 

7,581

 

(6,535

)

Exchange variation, net

 

21

 

(509,430

)

651,254

 

Gains (Loss) on financial instruments, net

 

21

 

21,520

 

(15,637

)

Post-employment benefits

 

 

 

67,477

 

66,072

 

Stock based remuneration

 

 

 

8,766

 

5,224

 

Income and social contribution taxes

 

7

 

225,438

 

(680,686

)

Gains on disposal of property, plant and equipment and investments, net

 

 

 

(1,806

)

(1,732

)

Allowance for doubtful accounts

 

 

 

36,516

 

18,432

 

Provision for tax, labor and civil claims

 

 

 

96,259

 

73,998

 

Interest income on trading securities

 

 

 

(20,543

)

(59,016

)

Interest expense on loans

 

21

 

397,235

 

318,929

 

Interest on loans with related parties

 

15

 

2,640

 

(649

)

(Reversal) Provision for net realizable value adjustment in inventory

 

6

 

(38,978

)

1,110

 

 

 

 

 

988,049

 

1,241,397

 

Changes in assets and liabilities

 

 

 

 

 

 

 

Increase in trade accounts receivable

 

 

 

(261,462

)

(228,810

)

Decrease (Increase) in inventories

 

 

 

231,774

 

(318,686

)

(Decrease) Increase in trade accounts payable

 

 

 

(77,451

)

33,721

 

Decrease (Increase) in other receivables

 

 

 

11,421

 

(96,355

)

(Decrease) Increase in other payables

 

 

 

(78,113

)

76,691

 

Dividends from associates and jointly-controlled entities

 

 

 

30,296

 

 

Purchases of trading securities

 

 

 

(54,213

)

(255,290

)

Proceeds from maturities and sales of trading securities

 

 

 

465,856

 

973,361

 

Cash provided by operating activities

 

 

 

1,256,157

 

1,426,029

 

 

 

 

 

 

 

 

 

Interest paid on loans and financing

 

 

 

(289,854

)

(194,720

)

Income and social contribution taxes paid

 

 

 

(37,183

)

(287,306

)

Net cash provided by operating activities

 

 

 

929,120

 

944,003

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

9

 

(485,312

)

(612,344

)

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

 

 

 

2,401

 

3,974

 

Additions to other intangibles

 

 

 

(29,367

)

(23,649

)

Capital increase in jointly-controlled entity

 

 

 

 

(40,524

)

Net cash used in investing activities

 

 

 

(512,278

)

(672,543

)

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Purchase of treasury shares

 

 

 

 

(161,278

)

Dividends and interest on capital paid

 

 

 

 

(120,888

)

Proceeds from loans and financing

 

 

 

461,277

 

913,026

 

Repayment of loans and financing

 

 

 

(1,475,030

)

(670,699

)

Intercompany loans, net

 

 

 

(9,296

)

(39,851

)

Net cash used in financing activities

 

 

 

(1,023,049

)

(79,690

)

 

 

 

 

 

 

 

 

Exchange variation on cash and cash equivalents

 

 

 

(311,848

)

354,423

 

 

 

 

 

 

 

 

 

(Decrease) Increase in cash and cash equivalents

 

 

 

(918,055

)

546,193

 

Cash and cash equivalents at beginning of period

 

 

 

5,648,080

 

3,049,971

 

Cash and cash equivalents at end of period

 

 

 

4,730,025

 

3,596,164

 

 

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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

NOTE 1 - GENERAL INFORMATION

 

Gerdau S.A. is a publicly traded corporation (sociedade anônima) with its corporate domicile in the city of Rio de Janeiro, Brazil. Gerdau S.A and subsidiaries (collectively referred to as the “Company”) is a leading producer of long steel in the Americas and one of the largest suppliers of special steel in the world. In Brazil, the Company also produces flat steel and iron ore, activities which expanded the product mix and made its operations even more competitive. It is the largest recycler in Latin America and around the world it transforms each year millions of tons of scrap into steel, reinforcing its commitment to sustainable development of the regions where it operates. Gerdau is listed on the São Paulo, New York and Madrid stock exchanges.

 

The Condensed Consolidated Interim Financial Statements of the Company were approved by the Disclosure Committee on May 03, 2016.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

 

2.1 - Basis of Presentation

 

The Company’s Condensed Consolidated Interim Financial Statements for the three-month period ended on March 31, 2016 have been prepared in accordance with International Accounting Standard (IAS) Nº 34, which establishes the content of condensed interim financial statements. These Condensed Consolidated Interim Financial Statements should be read in conjunction with the Consolidated Financial Statements of Gerdau S.A., as of December 31, 2015, which were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board - IASB.

 

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

 

The same accounting policies and methods of calculation were used in these Condensed Consolidated Interim Financial Statements as they were applied in the Consolidated Financial Statements as of December 31, 2015, 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)

 

The IASB releases of IFRS standards with effect for periods beginning in 2016 had no impact in the Company’s Financial Statements. Some new IASB accounting procedures and IFRIC interpretations were issued and/or reviewed and have their mandatory adoption for the year 2017 and/or after. The Company is assessing the adoption impact of these standards in its Consolidated Financial Statements.

 

· IFRS 9 - Financial Instruments. Has the objective of replacing the standard IAS 39 and addresses some application questions and introduced a ‘fair value through other comprehensive income’ measurement category for particular simple debt instruments. Also, the IASB added to IFRS 9 the impairment requirements relating to the accounting for an entity’s expected credit losses on its financial assets, commitments to extend credit and hedge accounting. This standard is effective for annual reporting periods beginning on or after January 1, 2018.

 

· IFRS 15 - Revenue from Contracts with Customers and subsequently the issuance of document for clarification on this standard. The objective of IFRS 15 is to establish the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a contract with a customer, as well as the subsequent document issued, which clarifies on important matters of this standard. This standard is effective for years beginning on or after January 1, 2018.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

·  IFRS 16 — Leases. Determine aspects related to recognition, measurement and disclosure of leases. This standard is effective for years beginning on or after January 1, 2019.

 

· Amendments to IAS 12 — Income tax. Provides guidance to deferred tax assets recognition related to deductible temporary differences. This revised standard is effective for years beginning on or after January 1, 2017.

 

· Amendments to IAS 7 — Cash Flow. Provides changes on disclosure of liabilities arising from financing activities. This revised standard is effective for years beginning on or after January 1, 2017.

 

NOTE 3 — CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

3.1 - Subsidiaries

 

The Company did not have material changes of participation in subsidiaries for the period ended on March 31, 2016, compared to those existing on December 31, 2015.

 

3.2 - Jointly-Controlled Entities

 

The Company did not have material changes of participation in jointly-controlled entities for the period ended on March 31, 2016, compared to those existing on December 31, 2015.

 

3.3 — Associate companies

 

The Company did not have material changes in investments in associated companies for the period ended on March 31, 2016, compared to those existing on December 31, 2015.

 

3.4 — Total cash paid for business combinations

 

There were no amounts paid for business combinations for the periods ended on March 31, 2016 and March 31, 2015.

 

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

 

Cash and cash equivalents

 

 

 

March 31, 2016

 

December 31, 2015

 

Cash

 

11,377

 

15,373

 

Banks and immediately available investments

 

4,718,648

 

5,632,707

 

Cash and cash equivalents

 

4,730,025

 

5,648,080

 

 

Short term investments

 

 

 

March 31, 2016

 

December 31, 2015

 

Held for trading

 

794,989

 

1,270,760

 

Short-term investments

 

794,989

 

1,270,760

 

 

Held for Trading

 

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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

NOTE 5 — ACCOUNTS RECEIVABLE

 

 

 

March 31, 2016

 

December 31, 2015

 

Trade accounts receivable - in Brazil

 

1,289,413

 

1,152,481

 

Trade accounts receivable - exports from Brazil

 

280,733

 

503,854

 

Trade accounts receivable - foreign subsidiaries

 

3,171,042

 

3,116,352

 

(-) Allowance for doubtful accounts

 

(213,547

)

(185,261

)

 

 

4,527,641

 

4,587,426

 

 

NOTE 6 - INVENTORIES

 

 

 

March 31, 2016

 

December 31, 2015

 

Finished products

 

4,077,630

 

4,313,538

 

Work in progress

 

1,715,202

 

1,776,633

 

Raw materials

 

1,434,355

 

1,865,761

 

Storeroom supplies

 

603,021

 

560,630

 

Advances to suppliers

 

149,213

 

111,861

 

Imports in transit

 

198,736

 

253,811

 

(-) Allowance for adjustments to net realizable value

 

(60,477

)

(101,121

)

 

 

8,117,680

 

8,781,113

 

 

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

 

Balance as of January 01, 2015

 

(66,363

)

Provision for adjustments to net realizable value

 

(54,987

)

Reversal of adjustments to net realizable value

 

37,451

 

Exchange rate variation

 

(17,222

)

Balance as of December 31, 2015

 

(101,121

)

Provision for adjustments to net realizable value

 

(2,207

)

Reversal of adjustments to net realizable value

 

41,185

 

Exchange rate variation

 

1,666

 

Balance as of March 31, 2016

 

(60,477

)

 

NOTE 7 — INCOME AND SOCIAL CONTRIBUTION TAXES

 

In Brazil, income taxes include federal income tax (IR) and social contribution (CS), which represents an additional federal income tax. The statutory rates for income tax and social contribution are 25% and 9%, respectively, and are applicable for the periods ended on March 31, 2016 and 2015. The foreign subsidiaries of the Company are subject to taxation at rates ranging between 24.0% and 38.5%. The differences between the Brazilian tax rates and the rates of other countries are presented under “Difference in tax rates in foreign companies” in the reconciliation of income tax and social contribution below.

 

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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

 

 

For the three-month period ended

 

 

 

March 31, 2016

 

March 31, 2015

 

Income (Loss) before income taxes

 

239,624

 

(413,325

)

Statutory tax rates

 

34

%

34

%

Income and social contribution taxes at statutory rates

 

(81,472

)

140,531

 

Tax adjustment with respect to:

 

 

 

 

 

- Difference in tax rates in foreign companies

 

(168,898

)

426,812

 

- Equity in earnings of unconsolidated companies

 

(2,578

)

2,222

 

- Interest on equity *

 

 

355

 

- Tax credits and incentives

 

1,200

 

3,364

 

- Tax deductible goodwill recorded in statutory books

 

27,352

 

89,707

 

- Other permanent differences, net

 

(1,042

)

17,695

 

Income and social contribution taxes

 

(225,438

)

680,686

 

Current

 

(33,308

)

(45,385

)

Deferred

 

(192,130

)

726,071

 

 


(*) Brazilian Law 9,249/95 provides that a company may, at its sole discretion, consider dividends distributions to shareholders to be considered as interest on own capital — subject to specific limitations - which has the effect of a taxable deduction in the determination of income tax and social contribution. The limitation is the greater of (i) shareholders’ equity multiplied by the TJLP (Long Term Interest Rate) rate or (ii) 50% of the net income in the fiscal year.  This expense is not recognized for financial reporting purposes and thus it does not impact accounting profit.

 

b) Tax Assets not booked:

 

The Company has not recorded a portion of tax assets arising from its operations in Brazil of R$ 334,953 (R$ 335,225 as of December 31, 2015), and negative basis of social contribution in subsidiaries, which do not have an expiration date. The subsidiaries abroad had R$ 390,490 (R$ 483,469 as of December 31, 2015) of tax credits on capital losses which deferred tax assets have not been booked and which expire between  2029 and 2035 and also several tax losses of state credits in the amount of R$ 865,097 (R$ 841,008 as of December 31, 2015), which expire at various dates between 2016 and 2036.

 

NOTE 8 — INVESTMENTS

 

 

 

Jointly controlled entities

 

Associate companies

 

 

 

 

 

Joint Ventures
North America

 

Gerdau Corsa
S.A.P.I. de C.V.

 

Gerdau
Metaldom Corp.

 

Dona Francisca
Energética S.A.

 

Armacero
Ind. Com. Ltda.

 

Corsa
Controladora
S.A. de C.V.

 

Corporación
Centro
Americana del
Acero, S.A.

 

Others

 

Total

 

Balance as of January 01, 2015

 

40,152

 

109,930

 

364,281

 

124,211

 

20,251

 

298,409

 

435,568

 

1,581

 

1,394,383

 

Equity in earnings

 

14,432

 

(88,690

)

38,485

 

11,725

 

(1,933

)

(7,574

)

9,053

 

 

(24,502

)

Cumulative Translation Adjustment

 

11,265

 

27,021

 

173,079

 

 

2,611

 

68,733

 

134,749

 

503

 

417,961

 

Control acquisition

 

 

 

 

 

(20,929

)

 

 

 

(20,929

)

Impairment of assets

 

 

 

 

 

 

 

(361,786

)

 

(361,786

)

Capital increase

 

 

40,524

 

 

 

 

 

 

 

40,524

 

Dividends/Interest on equity

 

(5,116

)

 

 

(46,341

)

 

 

(1,312

)

 

(52,769

)

Balance as of December 31, 2015

 

60,733

 

88,785

 

575,845

 

89,595

 

 

359,568

 

216,272

 

2,084

 

1,392,882

 

Equity in earnings

 

5,428

 

(34,830

)

10,009

 

5,975

 

 

(257

)

6,094

 

 

(7,581

)

Cumulative Translation Adjustment

 

(2,595

)

(5,574

)

(52,414

)

3

 

 

(25,935

)

(21,747

)

(98

)

(108,360

)

Dividends/Interest on equity

 

(3,695

)

 

(26,601

)

 

 

 

 

 

(30,296

)

Balance as of March 31, 2016

 

59,871

 

48,381

 

506,839

 

95,573

 

 

333,376

 

200,619

 

1,986

 

1,246,645

 

 

Goodwill

 

 

 

March 31, 2016

 

December 31, 2015

 

Dona Francisca Energética S.A.

 

17,071

 

17,071

 

Corsa Controladora S.A. de C.V.

 

215,266

 

234,222

 

 

 

232,337

 

251,293

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

NOTE 9 — PROPERTY, PLANT AND EQUIPMENT

 

a) Summary of changes in property, plant and equipment — during the three-month period ended on March 31, 2016, acquisitions amounted to R$ 485,312 (R$ 612,344 as of March 31, 2015), and disposals amounted to R$ 595 (R$ 2,243 as of March 31, 2015).

 

b) Capitalized borrowing costs — borrowing costs capitalized during the three-month period ended on March 31, 2016 amounted to R$ 63,906 (R$ 38,058 as of March 31, 2015).

 

c) Guarantees — property, plant and equipment have been pledged as collateral for loans and financing in the amount of R$ 751,391 as of March 31, 2016 (R$ 823,650 as of December 31, 2015).

 

NOTE 10 — GOODWILL

 

 

 

Goodwill

 

Accumulated
impairment losses

 

Goodwill after
Impairment losses

 

Balance as of January 1, 2015

 

12,834,998

 

(278,594

)

12,556,404

 

(+/-) Foreign exchange effect

 

5,264,188

 

(167,679

)

5,096,509

 

(-) Impairment

 

 

(2,999,887

)

(2,999,887

)

Balance as of December 31, 2015

 

18,099,186

 

(3,446,160

)

14,653,026

 

(+/-) Foreign exchange effect

 

(1,509,600

)

264,181

 

(1,245,419

)

Balance as of March 31, 2016

 

16,589,586

 

(3,181,979

)

13,407,607

 

 

 

 

March 31, 2016

 

December 31, 2015

 

Brazil

 

513,924

 

519,327

 

Special Steels

 

2,680,861

 

2,938,025

 

North America

 

10,212,822

 

11,195,674

 

 

 

13,407,607

 

14,653,026

 

 

NOTE 11 — LOANS AND FINANCING

 

Loans and financing are as follows:

 

 

 

Annual interest rate (*)

 

March 31, 2016

 

December 31, 2015

 

 

 

 

 

 

 

 

 

Working capital

 

10.68

%

3,688,212

 

3,814,454

 

Financing of property, plant and equipment and others

 

7.48

%

3,604,028

 

3,996,409

 

Ten/Thirty Years Bonds

 

6.21

%

16,164,175

 

18,403,132

 

Total financing

 

 

 

23,456,415

 

26,213,995

 

Current

 

 

 

2,463,842

 

2,387,237

 

Non-current

 

 

 

20,992,573

 

23,826,758

 

 

 

 

 

 

 

 

 

Principal amount of the financing

 

 

 

23,030,258

 

25,760,836

 

Interest amount of the financing

 

 

 

426,157

 

453,159

 

Total financing

 

 

 

23,456,415

 

26,213,995

 

 


(*) Weighted average effective interest costs on March 31, 2016.

 

Loans and financing denominated in Brazilian Reais are indexed at fixed rates or to the following indicators: the TJLP (long-term interest rate), CDI (Interbank Deposit Certificate), the IGP-M (general market price index, a Brazilian inflation rate measured by Fundação Getúlio Vargas) and IPCA (Extended National Consumer Price Index).

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

Summary of loans and financing by currency:

 

 

 

March 31, 2016

 

December 31, 2015

 

Brazilian Real (R$)

 

2,634,409

 

3,224,563

 

U.S. Dollar (US$)

 

19,480,177

 

21,637,029

 

Other currencies

 

1,341,829

 

1,352,403

 

 

 

23,456,415

 

26,213,995

 

 

The amortization schedules of long-term loans and financing are as follows:

 

 

 

March 31, 2016

 

December 31, 2015

 

2017*

 

4,000,108

 

4,636,764

 

2018

 

1,230,118

 

1,530,746

 

2019

 

939,699

 

968,992

 

2020

 

3,452,162

 

3,813,070

 

2021

 

4,038,829

 

7,390,820

 

2022 on

 

7,331,657

 

5,486,366

 

 

 

20,992,573

 

23,826,758

 

 


(*) For the period as of March 31, 2016, the amounts represents payments from April 01, 2017 to December 31, 2017.

 

a) Covenants

 

In September 2015, the Company completed the renegotiation process of financial covenants in all contracts of Gerdau S.A. Starting from October, only operations with BNDES include the Company’s contract established debt ratios, however with different features from those in contracts with commercial banks. In the event of a possible breach of the indicator at the annual measurement, the Company enters into a curing period and a subsequent warranties renegotiation, not characterizing the possibility of a default event.

 

b) Guarantees

 

All loans contracted under the FINAME/BNDES program, totaling R$ 119.8 million on March 31, 2016, are guaranteed by the assets being financed.

 

c) Credit Lines

 

In June 2009, the subsidiaries of the Company, Gerdau Açominas S.A., Gerdau Aços Longos S.A., Gerdau Aços Especiais S.A. and the former subsidiary Aços Villares S.A., obtained a pre-approved credit line with BNDES in the total amount of R$ 1.5 billion to be used for the revamp and modernization of several areas, an increase in the production capacity of certain product lines, investment in logistics and energy generation, and also environmental and sustainability projects. The funds are made available at the time each subsidiary starts its specific investment and presents to BNDES the evidence of the investment made. The interest rate for this credit line is determined at the time of each disbursement, and is composed by indexes linked to of TJLP + 2.16% p.a. As of March 31, 2016, the outstanding balance of this credit facility was R$ 822.5 million.

 

As from October 2015, the Company made purchases from domestic suppliers of inputs, which discounted the bills with financial institutions through credit line, which is basically the sale of receivables without recourse, with interest rates ranging around 1.15% p.m.. On March 31, 2016 , the present value of these liabilities related to these purchases amounted to R$ 93,599 and these values are presented in the “Short-term debt” account in Current liabilities . The average maturity of these bills ranges from 165-180 days.

 

In November 2015, the Company concluded the renewal and increase of the volume of the Senior Unsecured Global Working Capital Credit Agreement, which is a US$ 1 billion revolving credit line with the purpose of providing liquidity to its subsidiaries. The line is divided into two tranches, US$ 250 million destined for Gerdau’s North American subsidiaries borrowing needs and US$ 750 million for Gerdau’s Latin American and Spanish subsidiaries’ borrowing needs. The total term of the transaction is 3 years and the following companies guarantee this agreement: Gerdau S.A., Gerdau Açominas

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

S.A., Gerdau Aços Longos S.A. and Gerdau Aços Especiais S.A. As of March 31, 2016, the outstanding balance of this credit line was US$ 441 million (R$ 1.57 billion as of March 31, 2016).

 

NOTE 12 — DEBENTURES

 

 

 

 

 

Quantity as of March 31, 2016

 

 

 

 

 

 

 

Issuance

 

General Meeting

 

Issued

 

Held in treasury

 

Maturity

 

March 31, 2016

 

December 31, 2015

 

3rd- A and B

 

May 27,1982

 

144,000

 

133,370

 

06/01/2021

 

55,471

 

64,184

 

7th

 

July 14, 1982

 

68,400

 

61,904

 

07/01/2022

 

44,286

 

43,928

 

8th

 

November 11, 1982

 

179,964

 

164,663

 

05/02/2023

 

68,151

 

75,061

 

9th

 

June 10, 1983

 

125,640

 

123,818

 

09/01/2024

 

12,421

 

13,888

 

11th - A and B

 

June 29, 1990

 

150,000

 

142,702

 

06/01/2020

 

47,165

 

49,801

 

Total Consolidated

 

 

 

 

 

 

 

 

 

227,494

 

246,862

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

227,494

 

246,862

 

 

Maturities of long-term amounts are as follows:

 

 

 

March 31, 2016

 

December 31, 2015

 

2020

 

47,165

 

49,801

 

2021

 

55,471

 

64,184

 

2022 on

 

124,858

 

132,877

 

 

 

227,494

 

246,862

 

 

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 interest rate was 13.73% and 13.24% for the three-month period ended on March 31, 2016 and year ended on December 31, 2015, respectively.

 

The Company has guarantees provided by the parent entity for debentures of the 7ª, 8ª, 9ª and 11ª issuances.

 

NOTE 13 - FINANCIAL INSTRUMENTS

 

a) General considerations - Gerdau S.A. and its subsidiaries enter into transactions with financial instruments whose risks are managed by means of strategies and exposure limit controls. All financial instruments are recorded in the accounting books and presented as cash and cash equivalents, short-term investments, trade accounts receivable, trade accounts payable, Loans and financing, debentures, related-party transactions, unrealized gains on derivatives, unrealized losses on derivatives, other current assets, other non-current assets, FIDC Obligation, other current liabilities and other non-current liabilities.

 

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

 

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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

 

 

March 31, 2016

 

December 31, 2015

 

 

 

Book

 

Fair

 

Book

 

Fair

 

 

 

value

 

value

 

value

 

value

 

Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

4,730,025

 

4,730,025

 

5,648,080

 

5,648,080

 

Short-term investments

 

794,989

 

794,989

 

1,270,760

 

1,270,760

 

Trade accounts receivable

 

4,527,641

 

4,527,641

 

4,587,426

 

4,587,426

 

Related parties

 

60,162

 

60,162

 

54,402

 

54,402

 

Unrealized gains on derivatives

 

20,716

 

20,716

 

43,601

 

43,601

 

Judicial Deposits

 

1,773,325

 

1,773,325

 

1,703,367

 

1,703,367

 

Other current assets

 

439,431

 

439,431

 

454,140

 

454,140

 

Other non-current assets

 

402,471

 

402,471

 

490,583

 

490,583

 

Liabilities

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

3,343,318

 

3,343,318

 

3,629,788

 

3,629,788

 

Loans and Financing

 

23,456,415

 

22,021,502

 

26,213,995

 

23,115,570

 

Debentures

 

227,494

 

227,494

 

246,862

 

246,862

 

Related Parties

 

 

 

896

 

896

 

Obligations with FIDC

 

896,147

 

896,147

 

853,252

 

853,252

 

Other current liabilities

 

724,819

 

724,819

 

829,182

 

829,182

 

Other non-current liabilities

 

640,962

 

640,962

 

690,766

 

690,766

 

Unrealized losses on derivatives

 

22,084

 

22,084

 

 

 

 

The fair values of Loans and Financing are based on market premises, which may take into consideration discounted cash flows using equivalent market rates and credit rating. All other financial instruments, which are recognized in the Consolidated Financial Statements at their carrying amount, are substantially similar to those that would be obtained if they were traded in the market. However, because there is no active market for these instruments, differences could exist if they were settled in advance.

 

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

 

Price risk of commodities: this risk is related to the possibility of changes in prices of the products sold by the Company or in prices of raw materials and other inputs used in the productive process.  Since the Company operates in a commodity market, net sales and cost of sales may be affected by changes in the international prices of their products or materials. In order to minimize this risk, the Company constantly monitors the price variations in the domestic and international markets.

 

Interest rate risk: this risk arises from the effects of the fluctuations in interest rates applied to the Company’s financial liabilities or assets and future cash flows and income. The Company evaluates its exposure to these risks: (i) comparing financial assets and liabilities denominated at fixed and floating interest rates and (ii) monitoring the variations of interest rates like Libor and CDI. Accordingly, the Company may enter into interest rate swaps in order to reduce this risk.

 

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

 

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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

by rating agencies. In addition, each financial institution has a maximum limit for investment, determined by the Company’s Credit Committee.

 

Capital management risk: this risk comes from the Company’s choice in adopting a financing structure for its operations. The Company manages its capital structure, which consists of a ratio between the financial debts and its own capital (Equity) based on internal policies and benchmarks. The KPIs (Key Performance Indicators) related to the objective “Capital Structure Management” are: WACC (Weighted Average Cost of Capital), Net Debt/ EBITDA, Net Financial Expenses Coverage Ratio, and Indebtedness/Equity Ratio. The Net Debt is composed of the outstanding principal of the debt, less cash, cash equivalents and short-term investments (notes 4, 11 and 12). The total capitalization is formed by Total Debt (composed by the outstanding principal of the debt) and equity (note 17). The Company may change its capital structure, as economic and financial conditions to optimize its financial leverage and its debt management. At the same time, the Company seeks to improve its ROCE (Return on Capital Employed) by implementing a working capital management and an efficient program of capital expenditures. In the long-term, the Company seeks to remain between the parameters below, admitting specific short-term variations:

 

WACC

between 10% to 13% a year

Net debt/EBITDA

less or equal to 2.5 times

Net Financial Expenses Coverage Ratio

greater or equal to 5.5 times

Debt/Equity Ratio

less than or equal to 60%

 

These key indicators are used to monitor objectives described above and may not necessarily be used as indicators for other purposes, such as impairment tests.

 

Liquidity risk: the Company’s management policy of indebtedness and cash on hand is based on using the committed lines and the currently available credit lines with or without a guarantee in export receivables for maintaining adequate levels of short, medium, and long-term liquidity. The maturity of long-term loans, financing, and debentures are presented in Notes 11 and 12, respectively.

 

Sensitivity analysis:

 

The Company performed a sensitivity analysis, which can be summarized as follows:

 

Impacts on Statements of Income

 

Assumptions

 

Percentage of change

 

March 31, 2016

 

March 31, 2015

 

Foreign currency sensitivity analysis

 

5%

 

235,157

 

225,346

 

Interest rate changes sensitivity analysis

 

10 bps

 

82,855

 

92,852

 

Sensitivity analysis of changes in prices of products sold

 

1%

 

100,845

 

104,474

 

Sensitivity analysis of changes in raw material and commodity prices

 

1%

 

61,584

 

60,441

 

Currency Swaps

 

10bps/5%

 

10,997

 

10,738

 

Sensitivity analysis of NDF’s (Non Deliverable Forwards)

 

5%

 

27,272

 

9,052

 

 

Foreign currency sensitivity analysis:  As of March 31, 2016, the Company is mainly exposed to variations between the Brazilian real and US Dollar. The sensitivity analysis made by the Company considers the effects of an increase or a reduction of 5% between the Brazilian real and the US Dollar on debts that do not have hedge operations. The impact calculated considering such variation in the foreign exchange rate totals R$ 235,157 and R$ 150,877 after the effects of changes in the net investment hedge described in note 13.f, as of March 31, 2016 (R$ 225,346 and R$ 142,245 of March 31, 2015, respectively) and represents income if appreciation of the Brazilian real against the US Dollar occurs or an expense in the case of a depreciation of the Brazilian real against the US Dollar, however due to the investment hedge these effects would be mitigated when considered the income tax and exchange rate variance accounts.

 

The net amounts of trade accounts receivable and trade accounts payable denominated in foreign currency do not represent any relevant risk in the case of any fluctuation of exchange rates.

 

Interest rate sensitivity analysis: The interest rate sensitivity analysis made by the Company considers the effects of an increase or reduction of 10 basis point (bps) on the average interest rate applicable to the floating part of its debt. The calculated impact, considering this variation in the interest rate totals R$ 82,855 as of March 31, 2016 (R$ 92,852 as of

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

March 31, 2015) and would impact the Financial expenses account in the Consolidated Statements of Income. The specific interest rates to which the Company is exposed are related to the loans, financing, and debentures presented in Notes 11 and 12, and are mainly comprised by Libor and CDI — Interbank Deposit Certificate.

 

Sensitivity analysis of changes in sales price of products and price of raw materials and other inputs used in production: the Company is exposed to changes in the price of its products. This exposure is associated with the fluctuation of the sale price of the Company’s products and the price of raw materials and other inputs used in the production process, mainly for operating in a commodity market. The sensitivity analysis made by the Company considers the effects of an increase or of a reduction of 1% on both prices. The impact measured considering this variation in the price of products sold, considering the net income and costs of the three month period ended on March 31, 2016, totals R$ 100,845 (R$ 104,474 as of March 31, 2015) and the variation in the price of raw materials and other inputs totals R$ 61,584 as of March 31, 2016 (R$ 60,441 as of March 31, 2015). The impact in the price of products sold and raw materials would be recorded in the accounts Net Sales and Cost of Sales, respectively, in the Consolidated Statements of Income. The Company does not expect to be more vulnerable to a change in one or more specific product or raw material.

 

Sensitivity analysis of currency swaps: the Company has exposure to interest rate swaps for some of its loans and financing. The sensitivity analysis calculated by the Company considers the effects of either an increase or a decrease of 10 bps in the interest curve and of 5% in the interest rate, and its impacts in the swaps mark to market. There variations represent an income or expense of R$ 10,997 (income of R$ 10,738 as of March 31, 2015). These effects would be recognized in the statement of comprehensive income. The interest rate swaps to which the Company is exposed to are presented in note 13.e.

 

Sensitivity analysis of forward contracts in US Dollar: the Company has exposure in forward contracts in US Dollar to some of its assets and liabilities. The sensitivity analysis calculated by the Company considers an effect of a 5% US Dollar depreciation or appreciation against the Colombian Peso, Argentinean Peso and Indian Rupee and corresponds to the effects on the mark to market of such transactions. An increase of 5% on the US Dollar against the Colombian Peso, Argentinean Peso and Indian Rupee represents a gain of R$ 27,272 as of March 31, 2016 (R$ 9,052 as of March 31, 2015) and a decrease of 5% on the US Dollar against the Colombian Peso and Indian Rupee represents a loss in the same amount presented above. The Dollar/Colombian Peso, Dollar/Argentinean Peso and Dollar/Indian Rupee forward contracts were entered into to hedge liabilities (debt) and these effects in the mark to market would be recognized in the Consolidated Statement of Income. The forward contracts in US Dollar, in which the Company is exposed, are presented in note 13.e.

 

d) Financial Instruments per Category

 

Summary of the financial instruments per category:

 

March 31, 2016
Assets

 

Loans and receivables

 

Assets at fair value
with gains and losses
recognized in income

 

Assets at fair value with
gains and losses recognized
in shareholder’s equity

 

Total

 

Cash and cash equivalents

 

4,730,025

 

 

 

4,730,025

 

Short-term investments

 

 

794,989

 

 

794,989

 

Unrealized gains on financial instruments

 

 

 

20,716

 

20,716

 

Trade accounts receivable

 

4,527,641

 

 

 

4,527,641

 

Related parties

 

60,162

 

 

 

60,162

 

Judicial Deposits

 

1,773,325

 

 

 

1,773,325

 

Other current assets

 

439,431

 

 

 

439,431

 

Other non-current assets

 

402,471

 

 

 

402,471

 

Total

 

11,933,055

 

794,989

 

20,716

 

12,748,760

 

Financial result for the three-month period ended on March 31, 2016

 

(36,892

)

155,151

 

 

118,259

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

Liabilities

 

Liabilities at market
value with gains and
losses recognized in
income

 

Other financial liabilities at
amortized cost

 

Total

 

Trade accounts payable

 

 

3,343,318

 

3,343,318

 

Loans and Financing

 

 

23,456,415

 

23,456,415

 

Debentures

 

 

227,494

 

227,494

 

FIDC Obligation

 

 

896,147

 

896,147

 

Other current liabilities

 

 

724,819

 

724,819

 

Other non-current liabilities

 

 

640,962

 

640,962

 

Unrealized losses on financial instruments

 

22,084

 

 

22,084

 

Total

 

22,084

 

29,289,155

 

29,311,239

 

Financial result for the three-month period ended on March 31, 2016

 

(30,548

)

(49,112

)

(79,660

)

 

December 31, 2015
Assets

 

Loans and receivables

 

Assets at fair value
with gains and losses
recognized in income

 

Assets at fair value with
gains and losses recognized
in shareholder’s equity

 

Total

 

Cash and cash equivalents

 

5,648,080

 

 

 

5,648,080

 

Short-term investments

 

 

1,270,760

 

 

1,270,760

 

Unrealized gains on financial instruments

 

 

 

43,601

 

43,601

 

Trade accounts receivable

 

4,587,426

 

 

 

4,587,426

 

Related parties

 

54,402

 

 

 

54,402

 

Judicial Deposits

 

1,703,367

 

 

 

 

 

1,703,367

 

Other current assets

 

454,140

 

 

 

454,140

 

Other non-current assets

 

490,583

 

 

 

490,583

 

Total

 

12,937,998

 

1,270,760

 

43,601

 

14,252,359

 

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

 

241,433

 

94,003

 

 

335,436

 

 

Liabilities

 

Liabilities at market
value with gains and
losses recognized in
income

 

Other financial liabilities at
amortized cost

 

Total

 

Trade accounts payable

 

 

3,629,788

 

3,629,788

 

Loans and Financing

 

 

26,213,995

 

26,213,995

 

Debentures

 

 

246,862

 

246,862

 

Related parties

 

 

896

 

896

 

FIDC Obligation

 

 

853,252

 

853,252

 

Other current liabilities

 

 

829,182

 

829,182

 

Other non-current liabilities

 

 

690,766

 

690,766

 

Total

 

 

32,464,741

 

32,464,741

 

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

 

(1,029

)

(1,232,972

)

(1,234,001

)

 

As of March 31, 2016, the Company has derivative financial instruments such as currency swaps and forward contracts in US Dollar. Part of these instruments is classified as cash flow hedges and their effectiveness can be measured, having their unrealized losses and /or gains classified directly in Other Comprehensive Income. The other derivative financial instruments have their realized and unrealized losses and/or gains presented in the account “Gains and losses on derivatives, net” in the Consolidated Statement of Income.

 

e) Operations with derivative financial instruments

 

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

 

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

 

Policy for use of derivatives: The Company is exposed to various market risks, including changes in exchange rates, commodities and interest rates. The Company uses derivatives and other financial instruments to reduce the impact of such

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

risks on the fair value of its assets and liabilities or in future cash flows and results. The Company has established policies to evaluate the market risks and to approve the use of derivative transactions related to these risks. The Company enters into derivative financial instruments solely to manage market risks as mentioned above and never for speculative purposes. Derivative financial instruments are used only when they have a related position (asset or liability exposure) resulting from business operations, investments and financing.

 

Policy for determining fair value: the fair value of derivative financial instruments is determined using models and other valuation techniques, including future prices and market curves.

 

The derivative transactions may include: interest rate swaps, (both in the Libor dollar, as in other currencies), currency swaps and currency forward contracts.

 

Forward Contracts in US Dollar

 

The Company has entered into NDFs (Non Deliverable Forward) in order to mitigate the exchange variance risk on liabilities denominated in foreign currencies, mainly US dollar. The counterparties of these transactions are financial institutions with a low credit risk.

 

Swap Contracts

 

The Company entered into cross currency swap, designated as a cash flow hedge, contract whereby it receives a variable interest rate based on LIBOR in US dollars and pays a fixed interest rate based in the local currency. The counterparties to these transactions are financial institutions with low credit risk.

 

The derivatives instruments can be summarized and categorized as follows:

 

 

 

 

 

 

 

Notional value

 

Amount receivable

 

Amount payable

 

Contracts

 

Position

 

March 31, 2016

 

December 31, 2015

 

March 31, 2016

 

December 31, 2015

 

March 31, 2016

 

December 31, 2015

 

Forward

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturity at 2016

 

 

 

long in US$

 

US$153.2 million

 

US$108.0 million

 

13,257

 

37,981

 

(22,084

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cross currency swap

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturity in 2017

 

receivable under the swap

 

Libor 6M + 2.25%

 

US$25.0 million

 

US$25.0 million

 

2,419

 

1,756

 

 

 

 

 

payable under the swap

 

INR 11.02%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturity in 2018

 

receivable under the swap

 

Libor 6M +2%

 

US$40.0 million

 

US$40.0 million

 

5,040

 

3,864

 

 

 

 

 

payable under the swap

 

INR 10.17%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total fair value of financial instruments

 

 

 

 

 

 

 

 

 

20,716

 

43,601

 

(22,084

)

 

 

Prospective and retrospective tests demonstrated the effectiveness of these instruments.

 

 

 

March 31, 2016

 

December 31, 2015

 

Unrealized gains on financial instruments

 

 

 

 

 

Current assets

 

13,257

 

37,981

 

Non-current assets

 

7,459

 

5,620

 

 

 

20,716

 

43,601

 

Unrealized losses on financial instruments

 

 

 

 

 

Current liabilities

 

(22,084

)

 

 

 

(22,084

)

 

 

 

 

 

 

 

 

 

March 31, 2016

 

March 31, 2015

 

Net Income

 

 

 

 

 

Gains on financial instruments

 

27,333

 

16,666

 

Losses on financial instruments

 

(48,853

)

(1,029

)

 

 

(21,520

)

15,637

 

Other comprehensive income

 

 

 

 

 

Gains on financial instruments

 

2,319

 

3,579

 

 

 

2,319

 

3,579

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

f) Net investment hedge

 

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

 

The exchange variation generated on the operations of Ten/Thirty Years Bonds in the amount of US$ 2.7 billion (designated as hedges) is recognized in the Statement of Comprehensive Income, while the exchange rate on the portion of US$ 1.0 billion (not designated as hedges) is recognized in income. Additionally, the Company opted to designate as hedge of the net investment financing operations held by the subsidiary Gerdau Açominas SA, in the amount of US$ 0.2 billion, which were made in order to provide part of the funds to purchase these investments abroad.

 

The Company has proven the effectiveness of the hedge from its designation dates and demonstrated high effectiveness of the hedge as from the debt hiring for acquisition of these companies abroad, whose effects were measured and recognized directly in the Statement of Comprehensive Income as an unrealized gain, net of taxes, in the amount of R$ 918,971 for the three month period ended on March 31, 2016 (loss of R$ 1,601,878 for the three month period ended on March 31, 2015).

 

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. Prospective and retrospective tests demonstrated the effectiveness of these instruments.

 

g) Measurement of fair value:

 

The IFRS defines fair value as the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. The standard also establishes a three level hierarchy for the fair value, which prioritizes information when measuring the fair value by the company, to maximize the use of observable information and minimize the use of non-observable information. This IFRS describes the three levels of information to be used to measure fair value:

 

Level 1 - quoted prices (unadjusted) in active markets for identical assets and liabilities.

 

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

 

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

 

As of March 31, 2016, the Company had some assets that the fair value measurement is required on a recurring basis. These assets include investments in private securities and derivative instruments.

 

Financial assets and liabilities of the Company, measured at fair value on a recurring basis and subject to disclosure requirements of IFRS 7 as of March 31, 2016 and December 31, 2015, are as follows:

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

(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)

 

 

 

March 31, 2016

 

December 31, 2015

 

March 31, 2016

 

December 31, 2015

 

March 31, 2016

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

4,730,025

 

5,648,080

 

 

 

4,730,025

 

5,648,080

 

Short-term investments - Held for Trading

 

794,989

 

1,270,760

 

279,290

 

476,154

 

515,699

 

794,606

 

Trade accounts receivable

 

4,527,641

 

4,587,426

 

 

 

4,527,641

 

4,587,426

 

Unrealized gains on financial instruments

 

13,257

 

37,981

 

 

 

13,257

 

37,981

 

Other current assets

 

439,431

 

454,140

 

 

 

439,431

 

454,140

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Related parties

 

60,162

 

54,402

 

 

 

60,162

 

54,402

 

Unrealized gains on financial instruments

 

7,459

 

5,620

 

 

 

7,459

 

5,620

 

Other non-current assets

 

402,471

 

490,583

 

 

 

402,471

 

490,583

 

 

 

10,975,435

 

12,548,992

 

279,290

 

476,154

 

10,696,145

 

12,072,838

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

3,343,318

 

3,629,788

 

 

 

3,343,318

 

3,629,788

 

Short-term debt

 

2,463,842

 

2,387,237

 

 

 

2,463,842

 

2,387,237

 

Unrealized losses on financial instruments

 

22,084

 

 

 

 

22,084

 

 

Other current liabilities

 

724,819

 

829,182

 

 

 

724,819

 

829,182

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

20,992,573

 

23,826,758

 

 

 

20,992,573

 

23,826,758

 

Debentures

 

227,494

 

246,862

 

 

 

227,494

 

246,862

 

FIDC Obligation

 

896,147

 

853,252

 

 

 

896,147

 

853,252

 

Other non-current liabilities

 

640,962

 

690,766

 

 

 

640,962

 

690,766

 

 

 

29,311,239

 

32,463,845

 

 

 

29,311,239

 

32,463,845

 

 

NOTE 14 — PROVISIONS FOR TAX, CIVIL AND LABOR CLAIMS

 

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

 

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

 

I) Provisions

 

 

 

March 31, 2016

 

December 31, 2015

 

a) Tax provisions

 

 

 

 

 

ICMS (state VAT)

 

27,179

 

26,896

 

Corporate Income Tax and Social Contribution Tax

 

37,335

 

36,630

 

Emergency Capacity Charge and Extraordinary Tariff Adjustment

 

35,438

 

34,742

 

Financing of social integration program and Social security financing

 

1,486,196

 

1,423,554

 

Other tax provisions and Social security contributions

 

45,361

 

47,981

 

b) Labor provisions

 

311,307

 

287,613

 

c) Civil provisions

 

57,007

 

47,314

 

 

 

1,999,823

 

1,904,730

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

a) Tax Provisions

 

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

 

b) Labor Provisions

 

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

 

c) Civil Provisions

 

The Company and its subsidiaries are also a party to civil lawsuits arising in the normal course of its business, which totaled as of March 31, 2016 the amount shown as provision liabilities.

 

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

 

 

 

March 31, 2016

 

December 31, 2015

 

Balance at the beginning of the year

 

1,904,730

 

1,576,355

 

(+) Additions

 

193,732

 

307,533

 

(+) Monetary variation

 

79,514

 

144,900

 

(-) Reversal of accrued amounts

 

(176,988

)

(129,119

)

(-/+) Foreign exchange effect on provisions in foreign currency

 

(1,165

)

5,061

 

Balance at the end of the year

 

1,999,823

 

1,904,730

 

 

II) Contingent liabilities for which provisions were not recorded

 

Considering the opinion of legal advisors and management’s assessment, contingencies listed below have chance of loss considered as possible (but not likely) and due to this classification accruals have not been made in accordance with IFRS.

 

a) Tax contingencies

 

a.1) The Company and its subsidiary Gerdau Aços Longos S.A., Gerdau Açominas S.A. and Gerdau Aços Especiais S.A., have other lawsuits related to the ICMS (state VAT) which are mostly related to credit rights and rate differences, whose demands totaled R$ 1,250,991.

 

a.2) The Company and its subsidiaries Gerdau Açominas S.A., Gerdau Aços Longos S.A. and Gerdau Aços Especiais S.A., are parties to the lawsuits relating to other taxes. The total amount of these lawsuits is R$ 528,073.

 

a.3) Subsidiaries Gerdau Internacional Empreendimentos Ltda. and Gerdau Aços Especiais S.A., are parties to administrative proceedings relating to IRPJ — Corporate Income Tax and CSLL — Social Contribution Tax. Said proceedings relate to profits generated abroad and currently amount to R$ 1,464,337, of which (i) R$ 1,327,842 correspond to two proceedings involving Gerdau Internacional Empreendimentos Ltda., whose voluntary appeals were partially granted in CARF’s lower court and are subject to special appeals currently pending in CARF’s higher court; and (ii) R$ 136,495 correspond to a proceeding involving Gerdau Aços Especiais S.A., whose voluntary appeal is still pending in CARF’s lower court. The amounts which are not subject to special appeal pending judgment of Gerdau Internacional Empreendimentos Ltda were referred for collection by the Federal Revenue Service Bureau and will be subject to judicial litigation by the Company.

 

a.4) Subsidiaries Gerdau Aços Longos S.A., Gerdau Aços Especiais S.A. and Gerdau Açominas S.A., are parties to administrative proceedings relating to the disallowance of the deductibility of goodwill generated in accordance with Article 7 and 8 of Law 9,532/97 — as a result of a corporate restructuring carried out in 2004/2005 — from the tax base of the Corporate Income tax - IRPJ and Social Contribution on Net Income - CSLL. The total updated amount of the proceedings is R$ 3,712,631, of which (i) R$ 1,278,643 correspond to three proceedings involving subsidiaries Gerdau Acos Longos S.A., Gerdau Aços Especiais S.A. and Gerdau Açominas S.A., whose voluntary appeals were granted in 2012 and are subject to special appeals filed by the Prosecutor of the National Treasury, currently pending in CARF’s higher court; (ii) R$ 1,905,894 correspond to a proceeding involving Gerdau Acos Longos S.A., whose voluntary appeal was

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

dismissed by CARF’s lower court in 2014 and is subject to a special appeal currently pending in CARF’s higher court; (iii) R$ 426,346 correspond to two proceedings involving Gerdau Aços Longos S.A., whose voluntary appeal is currently pending in CARF’s lower court; (iv) R$ 101,748 correspond to a proceeding involving Gerdau Aços Especiais S.A., the decision of which is currently pending in the Federal Revenue Service Bureau.

 

Decisions handed down to date in the proceedings relating to profits generated abroad and the deductibility of goodwill, as above mentioned, are being investigated in the context of the operation called Zelotes (“Operation”), which is the Brazilian Federal Police investigation to whether a number of corporate taxpayers attempted to influence the decisions of CARF through illegal means.

 

Considering the involvement of Gerdau’s name in press reports concerning the Operation, the Board of Directors decided to engage outside counsel, which would report to a Special Committee of the Board, to conduct an investigation to determine, among other things:  (i) whether, in light of current knowledge, proper protocol was followed in the hiring of firms representing the Company in cases before CARF; (ii) whether such firms have remained within the scope of their work/hiring; (iii) whether the engagement terms for such firms included clauses intended to prevent activity that violates ethical codes or laws currently in force; (iv) whether the engagement terms for such firms included the establishment of sanctions for any violations (whether contractual breaches or otherwise); and (v) if there is any evidence of fraud, deceit, bad faith, or any expression of an intent to commit an illegal act on the part of a director or officer of the Company in the negotiation, signing or carrying out of the aforementioned contracts (“Internal Investigation”).

 

The Internal Investigation is ongoing, and the Company is cooperating with the Federal Police an as of the date of the approval of these interim financial statements, the Company believes it is not possible to predict either the duration or the outcome of the Operation by the Federal Police or of the Internal Investigation.

 

The Company’s legal advisors confirm that the procedures adopted by the Company with respect to the tax treatment of profits abroad and the deductibility of goodwill were strictly legal, and, therefore, the likelihood of loss with respect to said proceedings is possible (but not likely).

 

b) Civil contingencies

 

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

 

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

 

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

 

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

 

Furthermore, in order to reverse the terms of the decision by CADE, Gerdau appealed to the Judiciary on July 26, 2006 by bringing a new ordinary suit that not only ratifies the request of the first suit begun by Gerdau, but also indicates irregularities found during the course of the administrative proceeding. On August 30, 2006, Gerdau was successful in obtaining legal protection in order to suspend the effects of CADE’s decision (R$ 245,070 fine equal to 7% of the gross revenue in 1999, excluding taxes) until final court decision be reached, being offered a guarantee through a bank guarantee letter. On August 1, 2013, the Judicial Accounting updated the amount of the fine to R$ 417,820 and judgment has been rendered in that case and dismissed the action. The case is in the appeal stage. It should be noted that just prior to the CADE decision, the Public Prosecution Office of the state of Minas Gerais filed a Public Civil Action, based on the above-mentioned SDE decision, and, without mentioning any new elements, alleged that the Company was involved in activities that violated the antitrust legislation. Gerdau S.A. contested this allegation on July 22, 2005.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

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

 

b.2) The Company and its subsidiaries are parties to other demands of a civil nature that collectively have a discussion amount of approximately R$ 179,496. For these demands was not performed accounting accrual, since they were considered as possible losses, based on the opinion of its legal counsel.

 

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

 

III) Judicial deposits

 

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

 

 

 

March 31, 2016

 

December 31, 2015

 

Tax

 

1,578,497

 

1,521,206

 

Labor

 

88,426

 

82,005

 

Civil

 

106,402

 

100,156

 

 

 

1,773,325

 

1,703,367

 

 

IV) Eletrobrás Compulsory Loan

 

The Compulsory Loan, instituted by the Brazilian government in order to expand and improve the energy sector of the country was charged and collected from industrial consumers with monthly consumption equal or superior to 2000kwh through the “electricity bills” issued by the electric power distribution companies, was converted into credits to the taxpayers based on the annual value of these contributions made between 1977 and 1993. The legislation sets a maximum 20 years period to return the compulsory loan to the taxpayers, providing Eletrobrás the possibility of anticipating this return through the conversion of those loans in shares of its own issue. Prior to the conversion of the credits into shares, those credits were adjusted through an indexer and quantifier, called Standard Unit (SU). It happens that the compulsory loan was charged to the companies in their monthly electricity bills, consolidated during the year, and only indexed by the SU in January of next year, resulting in a lack of monthly monetary adjustment during the years of collection, as well as interest. This procedure imputed to taxpayers considerable financial losses, particularly during the periods when the monthly inflation rates stood at high levels.

 

In order to claim the appropriate interest and monetary correction, subtracted by the methodology applied by Eletrobrás, the Company (understood to be legal entities existing at the time and later became part of Gerdau S.A.) filed lawsuits claiming credits resulting from differences on the monetary correction of principal, interest, moratory and other accessory amounts owed by Eletrobrás due to the compulsory loans, totaling approximately R$ 1,260 million. Recently, particularly in 2015, processes involving representative amounts were definitively judged by the Superior Court of Justice - STJ favorable to the Company so that no further appeals against such decisions apply (“final judgment”). For claims with a final judgment, it yet remains the enforcement of ruling (or execution phase) where the actual amounts to be settled will be calculated.

 

Obtaining favorable decisions represented by the final judgment mentioned above, in accordance with IAS 37, suggests that the inflow of economic benefits has become probable. However, it is not yet practicable to reasonably determine the realization of the gain in the form of fitting of resources arising from these decisions has reached a level of virtually certain and that the Company has control over such assets, which under the above standards, implies that such gains are not recorded until such conditions are demonstrably present.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

NOTE 15 - RELATED-PARTY TRANSACTIONS

 

a)             Intercompany loans

 

 

 

March 31, 2016

 

December 31, 2015

 

Assets

 

 

 

 

 

Jointly-controlled entities

 

 

 

 

 

Gerdau Corsa SAPI de C.V.

 

5,731

 

43

 

 

 

 

 

 

 

Others

 

 

 

 

 

Fundação Gerdau

 

54,425

 

54,327

 

Others

 

6

 

32

 

 

 

60,162

 

54,402

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Parent company

 

 

 

 

 

Metalurgica Gerdau S.A.

 

 

(896

)

 

 

 

(896

)

 

 

 

For the three-month period ended

 

 

 

March 31, 2016

 

March 31, 2015

 

Net financial income

 

(2,640

)

649

 

 

b)             Operations with related parties

 

During the three-month period ended on March 31, 2016 and 2015, the Company, through its subsidiaries, performed commercial operations with some of its associated companies and jointly controlled entities in sales of R$ 78,622 as of March 31, 2016 (R$ 84,710 as of Marh 31, 2015) and purchases in the amount of R$ 34,837 as of March 31, 2016 (R$ 38,740 as of March 31, 2015). The net balance totals R$ 43,785 as of March 31, 2016 (R$ 45,970 as of March 31, 2015).

 

During the three-month period ended on March 31, 2016 and 2015, the Company, through its subsidiaries, performed transactions with controlling shareholders, directly or indirectly, mainly of guarantees provided by the controlling in guarantees of debentures, on which the Company pays a fee of 0.95 % p.a. on the amount guaranteed. The effect of these transactions was an expense of R$ 952 (R$ 513 on March 31, 2015). Additionally , the Company recorded revenues of R$ 252 (R$ 232 on March 31, 2015), derived from rental agreement.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

c)              Guarantees granted

 

Related Party

 

Relationship

 

Object

 

Original
Amount

 

Maturity

 

Balance as of
March 31,
2016

 

Balance as
of December
31, 2015

 

Empresa Siderúrgica Del Peru S.A.A.

 

Subsidiary

 

Financing Agreements

 

333,616

 

apr/16 - mar/18

 

280,263

 

419,766

 

GTL Trade Finance Inc.

 

Subsidiary

 

10-year Bond

 

1,744,000

 

oct/17

 

2,844,985

 

3,379,741

 

GTL Trade Finance Inc.

 

Subsidiary

 

30-year Bond

 

1,118,000

 

apr/44

 

1,779,450

 

1,952,400

 

Diaco S.A.

 

Subsidiary

 

Financing Agreements

 

644,555

 

oct/16 - aug/18

 

545,394

 

626,694

 

Gerdau Holding Inc.

 

Subsidiary

 

10-year Bond

 

2,188,125

 

jan/20

 

1,980,976

 

2,364,520

 

Gerdau Trade Inc.

 

Subsidiary

 

10-year Bond

 

2,117,750

 

jan/21

 

3,890,305

 

4,441,222

 

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

 

Jointly-controlled entity

 

Financing Agreements

 

2,616,677

 

apr/16 - mar/19

 

2,520,465

 

2,880,430

 

GTL Trade Finance Inc., Gerdau Holdings Inc.

 

Subsidiary

 

10-year Bond

 

2,606,346

 

apr/24

 

3,643,580

 

4,289,681

 

Sipar Aceros S.A.

 

Subsidiary

 

Financing Agreements

 

409,778

 

jun/17-dec/20

 

496,451

 

557,683

 

Coquecol S.A.C.I.

 

Subsidiary

 

Financing Agreements

 

101,049

 

nov/16 - apr/19

 

92,531

 

101,525

 

Gerdau Trade Inc.

 

Subsidiary

 

10-year Bond

 

1,501,275

 

apr/23

 

2,133,682

 

2,341,060

 

Gerdau Steel India Ltd.

 

Subsidiary

 

Financing Agreements

 

348,595

 

nov/15 - feb/19

 

395,684

 

457,371

 

Gerdau Steel India Ltd.

 

Subsidiary

 

Financing Agreements

 

88,797

 

Undetermined

 

85,031

 

89,015

 

Comercial Gerdau Bolivia

 

Subsidiary

 

Financing Agreements

 

15,075

 

nov/16

 

14,236

 

15,619

 

Gerdau Açominas S.A.

 

Subsidiary

 

Financing Agreements

 

2,960,203

 

jan/20 - feb/21

 

2,633,258

 

2,833,557

 

Gerdau Ameristeel Us. Inc.

 

Subsidiary

 

25-year Bond

 

103,596

 

oct/37

 

181,504

 

199,145

 

Gerdau Aços Longos S.A.

 

Subsidiary

 

Financing Agreements

 

556,247

 

oct/24 - dec/30

 

344,551

 

353,023

 

Gerdau Aços Longos S.A.

 

Subsidiary

 

Financing Agreements

 

53,438

 

may/16 - dec/16

 

57,954

 

55,433

 

Siderúrgica Zuliana, C.A.

 

Subsidiary

 

Financing Agreements

 

12,132

 

jun/16

 

106,767

 

117,144

 

Sidertul, S.A. de C.V.

 

Subsidiary

 

Financing Agreements

 

212,496

 

apr/16

 

74,649

 

82,832

 

Gerdau Aços Especiais S.A.

 

Subsidiary

 

Financing Agreements

 

70,000

 

feb/20

 

63,000

 

70,000

 

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

 

Subsidiary

 

Financing Agreements

 

900,000

 

jul/16

 

3,635

 

7,167

 

 

d)             Debentures

 

Debentures are held by parent companies, directly or indirectly, in the amount of R$ 73,668 as of March 31, 2016 (R$ 73,485 as of December 31, 2015), which corresponds to 12,970 debentures (13,233 as of December 31, 2015).

 

e)              Price conditions and charges

 

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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

f)               Management compensation

 

The Company paid to its management salaries and variable compensation totaling R$ 10,073 for the three-month period ended on March 31, 2016 (R$ 21,951 for the three-month period ended on March 31, 2015). The contributions for pension plan, related to the management of the Company, totaled R$ 227 — Defined contribution plan for the three-month period ended on March 31, 2016 (R$ 380 for the three-month period ended on March 31, 2015).

 

The cost of long-term incentive plans recognized in income and attributable to key management (members of Board of Directors and executive officers) totaled R$ 1,828 during the three-month period ended on March 31, 2016 (R$ 4,945 for the three-month period ended on March 31, 2015).

 

Additionally, for the three-month period ended on March 31, 2016, the compensation for the members of the Advisory Board was R$ 490 (R$ 0 in the three-month period ended on March 31, 2015).

 

NOTE 16 - OBLIGATIONS WITH FIDC - INVESTMENT FUND IN CREDIT RIGHTS

 

Part of the assets resulting from the favorable judgments of credits with Eletrobras mentioned in Note 14 iv were used to set up a Non Standardized Credit Right Investment Fund, constituted and duly authorized to operate by the Securities and Exchange Commission of Brazil (“FIDC NP Barzel”), whose fair value at the FIDC Inception date was R$ 800 million. The single quota of this FIDC was sold in 2015 in the acquisition of minority interests transaction in subsidiaries of Gerdau S.A.

 

The Company assures the FIDC, through the transfer agreement price adjustments clause, minimum return on the transferred amount of the credits rights on the lawsuits. However, where the amounts received in the lawsuits exceed the transferred amount, monetarily adjusted, the Company will be entitled to a substantial percentage of that gain. Additionally, the Company has the right of first offer to repurchase those receivables in the event of sale by the Fund, in accordance to the contract subscribed, and has the amount of R$ 896,147 recognized in the account “Payables to FIDC” (R$ 853,252 as of December 31, 2015).

 

NOTE 17 — EQUITY

 

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

 

Reconciliation of common and preferred outstanding shares is presented below:

 

 

 

March 31, 2016

 

December 31, 2015

 

 

 

Common shares

 

Preferred shares

 

Common shares

 

Preferred shares

 

Balance at the beginning of the period

 

571,929,945

 

1,114,744,538

 

571,929,945

 

1,132,613,562

 

Repurchase of Shares

 

 

 

 

(19,923,200

)

Exercise of stock option

 

 

758,509

 

 

2,054,176

 

Balance at the end of the period

 

571,929,945

 

1,115,503,047

 

571,929,945

 

1,114,744,538

 

 

On March 31, 2016, 573,627,483 common shares and 1,146,031,245 preferred shares are subscribed and paid up, with a total capital of R$ 19,249,181 (net of share issuance costs). Ownership of the shares is presented below:

 

 

 

Shareholders

 

 

 

March 31, 2016

 

December 31, 2015

 

Shareholders

 

Common

 

%

 

Pref.

 

%

 

Total

 

%

 

Common

 

%

 

Pref.

 

%

 

Total

 

%

 

Metalúrgica Gerdau S.A. and subsidiary*

 

449,712,654

 

78.4

 

252,841,484

 

22.1

 

702,554,138

 

40.9

 

449,712,654

 

78.4

 

252,841,484

 

22.1

 

702,554,138

 

40.9

 

Brazilian institutional investors

 

40,199,159

 

7.0

 

77,596,205

 

6.8

 

117,795,364

 

6.8

 

49,834,446

 

8.7

 

73,696,224

 

6.4

 

123,530,670

 

7.2

 

Foreign institutional investors

 

12,484,548

 

2.2

 

628,210,249

 

54.7

 

640,694,797

 

37.2

 

13,881,226

 

2.4

 

632,717,431

 

55.2

 

646,598,657

 

37.6

 

Other shareholders

 

69,533,584

 

12.1

 

156,855,109

 

13.7

 

226,388,693

 

13.2

 

58,501,619

 

10.2

 

155,489,399

 

13.6

 

213,991,018

 

12.4

 

Treasury stock

 

1,697,538

 

0.3

 

30,528,198

 

2.7

 

32,225,736

 

1.9

 

1,697,538

 

0.3

 

31,286,707

 

2.7

 

32,984,245

 

1.9

 

 

 

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

 

 


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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

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

 

b) Treasury stocks

 

Changes in treasury shares are as follows:

 

 

 

March 31, 2016

 

December 31, 2015

 

 

 

Common

 

R$

 

Preferred shares

 

R$

 

Common

 

R$

 

Preferred shares

 

R$

 

Balance at the beginning of the period

 

1,697,538

 

557

 

31,286,707

 

382,806

 

1,697,538

 

557

 

13,417,683

 

232,585

 

Repurchase of shares

 

 

 

 

 

 

 

19,923,200

 

186,033

 

Exercise of stock option

 

 

 

(758,509

)

(20,577

)

 

 

(2,054,176

)

(35,812

)

Balance at the end of the period

 

1,697,538

 

557

 

30,528,198

 

362,229

 

1,697,538

 

557

 

31,286,707

 

382,806

 

 

These shares will be held in treasury for subsequent cancelling or will service the long-term incentive plan of the Company and its subsidiaries or subsequently sold on the market. The average acquisition cost of the treasury preferred shares was R$ 11.87. The Company acquired non-controlling interests in some subsidiaries using as part of the payment 30 million preferred shares of Gerdau S.A. (GGBR4), held in treasury, which are pending of approval by the Brazilian Securities Exchange Commission (CVM) and therefore, they are presented as treasury shares.

 

c) Capital reserves - consists of premium on issuance of shares.

 

d) Retained earnings

 

I)  Legal reserves - under Brazilian Corporate Law, the Company must transfer 5% of the annual net income determined on its statutory books in accordance with Brazilian accounting practices to the legal reserve until this reserve equals 20% of the paid-in capital. The legal reserve can be utilized to increase capital or to absorb losses, but cannot be used for dividend purposes.

 

II) Tax incentive reserve - under Brazilian Corporate Law, the Company may transfer to this account part of net income resulting from government benefits which can be excluded from the basis for dividend calculation.

 

III) Investments and working capital reserve - consists of earnings not distributed to shareholders and includes the reserves required by the Company’s by-laws. The Board of Directors may propose to the shareholders the transfer of at least 5% of the profit for each year determined in its statutory books in accordance with accounting practices adopted in Brazil to this reserve. Amount can be allocated to the reserve only after the minimum dividend requirements have been met and its balance cannot exceed the amount of paid-in capital. The reserve can be used to absorb losses, if necessary, for capitalization, for payment of dividends or for the repurchase of shares.

 

e) Operations with non-controlling interests - correspond to amounts recognized in equity for changes in non-controlling interests.

 

f) Other reserves - Includes gains and losses on available for sale securities, gains and losses on net investment hedge, gains and losses on derivatives accounted as cash flow hedge, cumulative translation adjustments, expenses recorded for stock option plans and actuarial gains and losses on postretirement benefits.

 

NOTE 18 — EARNINGS PER SHARE (EPS)

 

Basic

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

 

 

For the three-month period ended on

 

 

 

March 31, 2016

 

March 31, 2015

 

 

 

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

 

2,948

 

5,747

 

8,695

 

98,908

 

194,154

 

293,062

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

571,929,945

 

1,114,984,958

 

 

 

571,929,945

 

1,122,679,347

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share (in R$) — Basic

 

0.01

 

0.01

 

 

 

0.17

 

0.17

 

 

 

 

Diluted

 

 

 

For the three-month period ended on

 

 

 

March 31, 2016

 

March 31, 2015

 

Diluted numerator

 

 

 

 

 

Allocated net income available to Common and Preferred shareholders

 

 

 

 

 

Net income allocated to preferred shareholders

 

5,747

 

194,154

 

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.

 

18

 

455

 

 

 

5,765

 

194,609

 

 

 

 

 

 

 

Net income allocated to common shareholders

 

2,948

 

98,908

 

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.

 

(18

)

(455

)

 

 

 

 

 

 

 

 

2,930

 

98,453

 

 

 

 

 

 

 

Diluted denominator

 

 

 

 

 

Weighted - average number of shares outstanding

 

 

 

 

 

Common Shares

 

571,929,945

 

571,929,945

 

Preferred Shares

 

 

 

 

 

Weighted-average number of preferred shares outstanding

 

1,114,984,958

 

1,122,679,347

 

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

 

10,112,552

 

7,841,588

 

Total

 

1,125,097,510

 

1,130,520,935

 

 

 

 

 

 

 

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

 

0.01

 

0.17

 

 

NOTE 19 — LONG-TERM INCENTIVE PLANS

 

a)            Stock Options Plan:

 

 

 

March 31, 2016

 

December 31, 2015

 

 

 

Number of
shares

 

Average exercise
price in the year

 

Number of
shares

 

Average exercise
price in the year

 

 

 

 

 

R$

 

 

 

R$

 

Available at beginning of the year

 

1,074,246

 

18.36

 

2,448,973

 

19.53

 

Options Exercised

 

 

0.00

 

(25,210

)

19.56

 

Options Forfeited

 

(291,786

)

20.49

 

(1,349,517

)

20.98

 

Available at the end of the period

 

782,460

 

18.06

 

1,074,246

 

18.36

 

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

The average market price of the share in the three month period ended on March 31, 2016 was R$ 4.33 (R$ 7.70 in the year ended December 31, 2015).

 

As of March 31, 2016 the Company has a total of 30,528,198 preferred shares in treasury. These shares may be used for serving this plan. The exercise of the options before the grace period end was due to retirement or death.

 

Exercise price

 

Quantity

 

Average period of
grace (in years)

 

Average
exercise price

 

Number
exercisable at
March 31, 2016*

 

 

 

 

 

 

 

R$

 

 

 

R$ 15.48

 

80,742

 

2.9

 

16.97

 

80,742

 

R$ 48.54

 

12,581

 

0.9

 

53.23

 

12,581

 

R$ 70.61

 

8,953

 

1.9

 

77.42

 

8,953

 

R$ 10,58 a R$ 29,12

 

680,184

 

5.0

 

16.76

 

19,425

 

 

 

782,460

 

 

 

 

 

121,701

 

 

*The total of options vested that are exercisable on March 31, 2016 is 121,701 (127,899 on December 31, 2015).

 

During the three month period ended on March 31, 2016, the long-term incentive plans costs recognized in income were R$ 6,751 (R$ 6,542 on March 31, 2015).

 

The Company recognizes costs of employee compensation based on the fair value of the options granted, considering their fair value on the date of granting. The Company uses the Black-Scholes model for determining the fair value of the options. There were no options granted for this plan in 2016.

 

b) Restricted Shares and Performance Shares Summary:

 

Quantity on January 01, 2015

 

10,086,234

 

Granted

 

9,098,389

 

Forfeited/Canceled

 

(2,717,724

)

Exercised

 

(3,941,643

)

Quantity on December 31, 2015

 

12,525,256

 

Granted

 

12,914,087

 

Forfeited/Canceled

 

(816,853

)

Exercised

 

(1,648,191

)

Quantity on March 31, 2016

 

22,974,299

 

 

c) Other Plans — North America

 

In February 2010, the Board of Directors approved the adoption of the Equity Incentive Plan (the “EIP”). Awards under the EIP may take the form of stock options, SARs, deferred share units (“DSUs”), restricted share units (“RSUs”), performance share units (“PSUs”), restricted stock, and/or other share-based awards. Except for stock options, which must be settled in common shares, awards may be settled in cash or common shares as determined by the Company at the time of grant.

 

For the portion of any award which is payable in options or SARs, the exercise price of the options or SARs will be no less than the fair market value of a common share on the date of the award. The vesting period for all awards (including RSUs, DSUs and PSUs) is determined by the Company at the time of grant. Options and SARs have a maximum term of 10 years.

 

In 2016, an award of approximately US$ 9.8 million (R$ 34.9 million) was granted to participants under the EIP. The Company issued 2,524,529 RSUs, and 3,786,793 PSUs under this plan. This award has being accrued over the vesting period of 5 years.

 

In 2015, an award of approximately US$ 13.9 million (R$ 46.4 million) was granted to participants under the EIP. The Company issued 3,833,542 RSUs, and 1,792,456 PSUs under this plan. This award has being accrued over the vesting period of 5 years.

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

In connection with the adoption of the EIP, the Company terminated the existing long-term incentive plan (“LTIP”), and no further awards will be granted under the LTIP. All outstanding awards under the LTIP will remain outstanding until either exercised, forfeited or they expire. On March 31, 2016, there were 575,015 SARs and 102,276 stock options outstanding under the LTIP. These awards have been accrued over the vesting period of 4 years.

 

As of March 31, 2016 and December 31, 2015, the outstanding liability for share-based payment transactions included in other non-current liabilities of the subsidiaries in North America was US$ 0 and US$ 1 thousand (R$ 3.5 thousand), respectively.

 

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

 

 

 

March 31, 2016

 

March 31, 2015

 

Depreciation and amortization

 

(681,188

)

(603,272

)

Labor expenses

 

(1,839,281

)

(1,715,404

)

Raw material and consumption material

 

(6,158,368

)

(6,454,058

)

Freight

 

(592,997

)

(562,789

)

Other expenses/income, net

 

(604,070

)

(633,148

)

 

 

(9,875,904

)

(9,968,671

)

 

 

 

 

 

 

Classified as:

 

 

 

 

 

Cost of sales

 

(9,271,833

)

(9,335,523

)

Selling expenses

 

(214,332

)

(179,519

)

General and administrative expenses

 

(429,554

)

(480,442

)

Other operating income

 

47,224

 

56,851

 

Other operating expenses

 

(7,409

)

(30,038

)

 

 

(9,875,904

)

(9,968,671

)

 

NOTE 21 — FINANCIAL INCOME

 

 

 

For the three-month periods ended

 

 

 

March 31, 2016

 

March 31, 2015

 

Income from short-term investments

 

40,878

 

59,016

 

Interest income and other financial incomes

 

34,912

 

50,100

 

Financial income total

 

75,790

 

109,116

 

 

 

 

 

 

 

Interest on debts

 

(397,235

)

(318,929

)

Monetary variation and other financial expenses

 

(127,867

)

(53,135

)

Financial expenses total

 

(525,102

)

(372,064

)

 

 

 

 

 

 

Exchange variations, net

 

509,430

 

(651,254

)

Gains and Losses on derivatives, net

 

(21,520

)

15,637

 

Financial result, net

 

38,598

 

(898,565

)

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

NOTE 22 — SEGMENT REPORTING

 

On July 14, 2015, the Company announced a material fact regarding changes in the composition of its segments, with implementation as from the 2015 third quarter results financial statements, in order to capture greater strategic and operating synergies in the customer service operations for the South American, North American and Brazilian markets: (a) the operations in Mexico and the Joint Ventures in the Dominican Republic, Guatemala and Mexico become part of the North America Business Operation, which is currently formed by the long steel operations in Canada and United States; (b) the South America Business Operation is created, which will be formed by the long steel operations in Argentina, Chile, Colombia, Peru, Venezuela and Uruguay; (c) the Iron Ore operations become part of the Brazil Business Operation, which is currently formed by the long and flat steel operations in Brazil and the metallurgical coal and coke operations in Colombia: (d) the Special Steel Business Operation will remain unchanged, which is formed by the special steel operations in Brazil, Spain, United States and India.

 

For disclosure purposes, the comparative information has been modified regarding the originally presented information, in order to reflect the changes approved by the Gerdau Executive Committee, according to the criteria established by IFRS 8.

 

Information by business segment:

 

 

 

For the three-month periods ended

 

 

 

Brazil Operation

 

North America Operation

 

South America Operation

 

Special Steels Operation

 

Eliminations and Adjustments

 

Consolidated

 

 

 

March 31, 2016

 

March 31, 2015

 

March 31, 2016

 

March 31, 2015

 

March 31, 2016

 

March 31, 2015

 

March 31, 2016

 

March 31, 2015

 

March 31, 2016

 

March 31, 2015

 

March 31, 2016

 

March 31, 2015

 

Net sales

 

2,693,582

 

3,314,194

 

4,296,789

 

3,836,732

 

1,236,021

 

1,319,539

 

2,170,259

 

2,245,720

 

(312,140

)

(268,809

)

10,084,511

 

10,447,376

 

Cost of sales

 

(2,472,148

)

(2,805,288

)

(3,995,486

)

(3,600,115

)

(1,031,287

)

(1,163,106

)

(2,083,978

)

(2,035,826

)

311,066

 

268,812

 

(9,271,833

)

(9,335,523

)

Gross profit

 

221,434

 

508,906

 

301,303

 

236,617

 

204,734

 

156,433

 

86,281

 

209,894

 

(1,074

)

3

 

812,678

 

1,111,853

 

Selling, general and administrative expenses

 

(193,465

)

(221,264

)

(220,725

)

(180,288

)

(71,331

)

(80,331

)

(100,989

)

(96,857

)

(57,376

)

(81,221

)

(643,886

)

(659,961

)

Other operating income (expenses)

 

4,367

 

4,859

 

3,671

 

2,092

 

108

 

(1,192

)

10,650

 

3,221

 

21,019

 

17,833

 

39,815

 

26,813

 

Equity in earnings of unconsolidated companies

 

 

 

(13,556

)

2,799

 

 

(1,276

)

 

 

5,975

 

5,012

 

(7,581

)

6,535

 

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

 

32,336

 

292,501

 

70,693

 

61,220

 

133,511

 

73,634

 

(4,058

)

116,258

 

(31,456

)

(58,373

)

201,026

 

485,240

 

Finacial result, net

 

(166,026

)

(142,446

)

(4,250

)

(27,421

)

(11,268

)

(18,102

)

(44,486

)

(58,265

)

264,628

 

(652,331

)

38,598

 

(898,565

)

Income (Loss) before taxes

 

(133,690

)

150,055

 

66,443

 

33,799

 

122,243

 

55,532

 

(48,544

)

57,993

 

233,172

 

(710,704

)

239,624

 

(413,325

)

Income and social contribution taxes

 

34,396

 

(36,536

)

33,840

 

34,408

 

(40,326

)

(33,387

)

5,285

 

(22,145

)

(258,633

)

738,346

 

(225,438

)

680,686

 

Net income (Loss)

 

(99,294

)

113,519

 

100,283

 

68,207

 

81,917

 

22,145

 

(43,259

)

35,848

 

(25,461

)

27,642

 

14,186

 

267,361

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales between segments

 

270,237

 

222,054

 

22,837

 

17,075

 

1,432

 

643

 

17,634

 

29,037

 

 

 

312,140

 

268,809

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation/amortization

 

215,305

 

228,233

 

237,555

 

178,116

 

49,834

 

53,179

 

178,495

 

143,745

 

 

 

681,189

 

603,273

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2016

 

March 31, 2015

 

March 31, 2016

 

March 31, 2015

 

March 31, 2016

 

March 31, 2015

 

March 31, 2016

 

March 31, 2015

 

March 31, 2016

 

March 31, 2015

 

March 31, 2016

 

March 31, 2015

 

Investments in associates and jointly-controlled entities

 

 

 

1,149,083

 

1,301,201

 

 

 

1,984

 

2,082

 

95,578

 

89,599

 

1,246,645

 

1,392,882

 

Total assets

 

20,075,348

 

20,791,119

 

23,350,884

 

27,900,130

 

6,126,944

 

6,470,593

 

15,466,560

 

17,077,208

 

(14,926

)

(2,144,341

)

65,004,810

 

70,094,709

 

Total liabilities

 

11,720,115

 

12,831,815

 

4,372,612

 

7,214,899

 

2,293,970

 

2,451,835

 

8,319,864

 

9,369,552

 

8,012,067

 

6,256,225

 

34,718,628

 

38,124,326

 

 

The main products by business segment are:

 

Brazil Operation: rebar, bars, shapes, drawn products, billets, blooms, slabs, wire rod, structural shapes and iron ore.

North America Operation: rebar, bars, wire rod, light and heavy structural shapes.

South America Operation: rebar, bars and drawn products.

Special 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.

 

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

 

Information by geographic area:

 

 

 

For the three-month periods ended

 

 

 

Brazil

 

Latin America (1)

 

North America (2)

 

Europe/Asia

 

Consolidated

 

 

 

March 31, 2016

 

March 31, 2015

 

March 31, 2016

 

March 31, 2015

 

March 31, 2016

 

March 31, 2015

 

March 31, 2016

 

March 31, 2015

 

March 31, 2016

 

March 31, 2015

 

Net sales

 

2,700,723

 

3,614,155

 

1,516,817

 

1,607,576

 

5,027,566

 

4,479,384

 

839,405

 

746,261

 

10,084,511

 

10,447,376

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2016

 

March 31, 2015

 

March 31, 2016

 

March 31, 2015

 

March 31, 2016

 

March 31, 2015

 

March 31, 2016

 

March 31, 2015

 

March 31, 2016

 

March 31, 2015

 

Total assets

 

23,951,699

 

22,803,505

 

8,103,318

 

9,327,457

 

31,169,073

 

36,048,019

 

1,780,720

 

1,915,728

 

65,004,810

 

70,094,709

 

 


(1) Does not include operations of Brazil

(2) Does not include operations of Mexico

 

IFRSs require that the Company discloses the net sales per product unless the information is not available and the cost to obtain it would be excessive. Accordingly, management does not consider this information useful for its decision making process, because it would entail aggregating sales for different markets with different currencies, subject to the effects of exchange differences. Steel consumption patterns and the pricing dynamics of each product or group of products in different countries and different markets within these countries are poorly correlated, and thus the information would not be useful and would not serve to conclude on historical trends and progresses. In light of this scenario and considering that the information on net sales by product is not maintained on a consolidated basis and the cost to obtain net sales per product would be excessive compared to the benefits that would be derived from this information, the Company is not presenting the breakdown of net sales by product.

 

NOTE 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

 



 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2016

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

(Unaudited)

 

goodwill and other long-lived assets, based on projections of discounted cash flows, which take into account assumptions such as: cost of capital, growth rate and adjustments applied to flows in perpetuity, methodology for working capital determination, investment plans, and long-term economic-financial forecasts.

 

To determine the recoverable amount of each business segment, the Company uses the discounted cash flow method, taking as basis, financial and economic projections for each segment. The projections are updated to take into consideration any observed changes in the economic environment of the market in which the Company operates, as well as premises of expected results and historical profitability of each segment.

 

The goodwill impairment test allocated to business segments is performed annually in December, also being performed at interim reporting dates if events or circumstances indicate possible impairment. In the test performed for the year ended on 2015, the Company performed a sensitivity analysis in the assumptions of discount rate and perpetuity growth rate, due to the potential impact in the discounted cash flows, therefore, an increase of 0.5% in the discount rate to discount the cash flow of each segment would result in recoverable amounts that are below the book value as follows: a) North America: R$ 1,452 million; b) Special Steel: R$ 582 million; c) South America: R$ 354 million; and d) Brazil: R$ 765 million. On the other hand, a decrease of 0.5% in the perpetuity growth rate used in the discounted cash flow for each segment would result in recoverable amounts below the book value as follows: a) North America: R$ 1,076 million; b) Special Steel: R$ 428 million; c) South America: R$ 253 million; and d) Brazil: R$ 514 million.

 

The Company concluded that there are no indications that an impairment test of goodwill and other long-lived assets for the period ended on March 31, 2016 is required.

 

The Company will maintain over 2016  its constant monitoring of the steel market in order to identify any deterioration, significant drop in demand from steel consuming sectors (notably automotive and construction), stoppage of industrial plants or activities relevant changes in the economy or financial market that result in increased perception of risk or reduction of liquidity and refinancing capacity. Although the projections made by the Company provide a more challenging scenario than that in recent years, the events mentioned above, if manifested in a greater intensity than that anticipated in the assumptions made by management, may lead the Company to revise its projections of value in use and eventually result in impairment losses.

 

NOTE 24 - SUBSEQUENT EVENTS

 

I)  On April 29, 2016, the Company announced a material fact reporting the transfer of treasury shares in connection with the acquisition of non-controlling interest in subsidiaries performed in 2015. Since a part of the operation involves a private negotiation that depends on authorization from the Securities and Exchange Commission of Brazil (“CVM”), the Company requested authorization to transfer the shares held in treasury. CVM granted said authorization and the Company was informed of the same through Official Letter 110/2016-CVM/SEP/GEA-2. CVM conditioned the consummation of the operation to the disclosure of certain information, related specifically to the portion of the operation transacted with ArcelorMittal, in addition to that disclosed above, describing “the goals and economic impacts expected from the operation, considering the amounts paid” and “the reasons why the board members are comfortable that the operation is beneficial to Gerdau.” Therefore, the Company announces to its shareholders and the market in general that it concluded on this date the assignment and transfer of 30 million preferred shares of Gerdau S.A. (GGBR4) held in treasury to ArcelorMittal. The Company clarifies that, with regard to the goals and economic impacts expected from the operation, considering also the amounts paid, with a view to a possible transformation of these companies in the future into wholly-owned subsidiaries and/or the merger thereof. Additionally, it consolidates the receipt of dividends and improves access to capital markets. The operation was approved as it meets the interests of Gerdau, and the Board Members of the Company were confident that the operation is beneficial for Gerdau considering the market opportunity and the feasibility of achieving the abovementioned goals in light of the prices paid. While evaluating the prices, the directors considered the economic valuations made through independent report, the financial instruments used, the payment timeframe, the capture of value through a more concentrated cash flow and the Company’s long-term vision.

 

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