EX-99.1 2 a17-7009_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

Dear Shareholders:

 

In 2016, Gerdau prioritized positive free cash generation, which amounted to R$2.3 billion. This was achieved, in spite of the challenging scenario in the world steel industry, by reducing capex, cutting costs and expenses, effectively managing working capital and controlling financial leverage controls.

 

In 2016, shipments came to 15.6 million tonnes, resulting in consolidated net sales of R$37.7 billion, decreasing 13.6% compared to 2015, due to lower shipments at all Business Operations.

 

Consolidated adjusted EBITDA and EBITDA margin in the year came to R$4.0 billion and 10.8%, respectively, demonstrating the resilience of the Company’s operating margins, with the lower gross profit partially offset by the reduction of R$343 million in selling, general and administrative and expenses.

 

Impairment tests of goodwill and other long-lived assets of the Company conducted during 2016 identified losses of R$2.9 billion, which were recorded as non-recurring items in the profit or loss, with no cash effects.

 

Consolidated net income, adjusted by non-recurring effects in 2016, amounted to R$91 million, declining in relation to 2015, mainly due to the lower adjusted EBITDA. In 2016, Gerdau S.A. allocated R$85.4 million (R$0.05 per share) to the payment of dividends, despite the challenging scenario in the steel industry.

 

Profile

 

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

 

Consolidated Information

 

Gerdau’s performance in Fiscal Year 2016

 

The Consolidated Financial Statements of Gerdau S.A. are presented in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and the accounting practices adopted in Brazil, which are fully aligned with the international accounting standards issued by the Accounting Pronouncement Committee (CPC).

 

The information in this report does not include data for associates and jointly controlled entities, except where stated otherwise.

 

1



 

Consolidated
(R$ million)

 

Fiscal Year
 2016

 

Fiscal Year
 2015

 

Variation
 2016/2015

 

Volumes (1,000 tonnes)

 

 

 

 

 

 

 

Production of crude steel

 

15,677

 

16,862

 

-7.0

%

Shipments of steel

 

15,558

 

16,970

 

-8.3

%

Results (R$ million)

 

 

 

 

 

 

 

Net Sales

 

37,652

 

43,581

 

-13.6

%

Cost of Goods Sold

 

(34,188

)

(39,290

)

-13.0

%

Gross profit

 

3,464

 

4,291

 

-19.3

%

Gross margin (%)

 

9.2

%

9.8

%

 

 

SG&A

 

(2,239

)

(2,582

)

-13.3

%

Selling expenses

 

(711

)

(785

)

-9.4

%

General and administrative expenses

 

(1,528

)

(1,797

)

-15.0

%

Adjusted EBITDA

 

4,049

 

4,501

 

-10.0

%

Adjusted EBITDA Margin

 

10.8

%

10.3

%

 

 

 

·      Consolidated production and sales contracted in 2016 compared to 2015, due to the divestment of the units in Spain and to lower shipments at all BDs.

 

·      In 2016, consolidated net sales and cost of goods sold decreased in relation to 2015, due to the lower shipments at all BDs and to the reduction in net sales per tonne sold, primarily at the North America BD.

 

·      Consolidated gross profit decreased in 2016 compared to 2015, due to the weaker performances at the North America and Brazil BDs, which were partially neutralized by the better performance of Special Steel BD, resulting in a slight decrease in gross margin in the comparison period.

 

·      Adjusted EBITDA decreased in 2016 in relation to 2015, due to the lower gross profit, which was partially neutralized by the 13.3% reduction in selling, general and administrative expenses (R$343 million). The strong reduction in expenses was the main factor driving the expansion in EBITDA margin in the comparison period.

 

Breakdown of Consolidated EBITDA
(R$ million)

 

Fiscal Year
 2016

 

Fiscal Year
 2015

 

Variation 
2016/2015

 

Net income

 

(2,885

)

(4,596

)

-37.2

%

Net financial result

 

945

 

2,879

 

-67.2

%

Provision for income and social contribution taxes

 

304

 

(1,499

)

 

Depreciation and amortization

 

2,536

 

2,608

 

-2.8

%

EBITDA - Instruction CVM (1)

 

900

 

(608

)

 

Impairment of assets

 

2,918

 

4,996

 

-41.6

%

Results in subsidiaries and associate operations

 

58

 

 

 

Equity in earnings of unconsolidated companies

 

13

 

25

 

-48.0

%

Proportional EBITDA of associated companies and jointly controlled entities

 

160

 

88

 

81.8

%

Adjusted EBITDA(2)

 

4,049

 

4,501

 

-10.0

%

Adjusted EBITDA Margin

 

10.8

%

10.3

%

 

 

 


(1) - Non-accounting measurement calculated pursuant to Instruction 527 of the CVM.

(2) - Non-accounting mesurement prepared by the Company.

Note: EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is not a method used in accounting practices, does not represent cash flow for the periods in question and should not be considered an alternative to cash flow as an indicator of liquidity.
The Company presents adjusted EBITDA to provide additional information regarding cash flow generation in the period.

 

Conciliation of Consolidated EBITDA
(R$ million)

 

Fiscal Year
 2016

 

Fiscal Year
 2015

 

EBITDA - Instruction CVM (1)

 

900

 

(608

)

Depreciation and amortization

 

(2,536

)

(2,608

)

OPERATING INCOME BEFORE FINANCIAL RESULT AND TAXES(2)

 

(1,636

)

(3,216

)

 


(1) - Non-accounting measure calculated pursuant to Instruction 527 of the CVM.

(2) - Accounting measurement disclosed in consolidated Statements of Income.

 

2



 

Losses from asset impairments

 

·      Gerdau presents its financial statements in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). This standard requires impairment tests of goodwill and other long-lived assets held by the company. To determine the recoverable amount of each Business Segment, the Company uses the discounted cash flow method based on the financial projections for each segment. The projections are updated considering the changes observed in the economic scenario of the markets in which the Company operates, as well as the assumptions for the expected results in each segment.

 

·      Impairment tests of goodwill and other long-lived asset conducted during 2016 and 2015 identified losses from asset impairments classified as follows:

 

Impairment of assets by business

 

Fiscal Year 2016

 

Fiscal Year 2015

 

operations
(R$ million)

 

North 
America BD

 

South 
America BD

 

Consolidated

 

Brazil BD

 

North America
 BD

 

South 
America BD

 

Special Steel 
BD

 

Consolidated

 

Goodwill

 

2,679

 

 

2,679

 

 

1,520

 

354

 

654

 

2,528

 

Property, plant and equipment, net

 

100

 

139

 

239

 

835

 

 

 

1271

 

2,106

 

Investments

 

 

 

 

 

362

 

 

 

362

 

Total

 

2,779

 

139

 

2,918

 

835

 

1,882

 

354

 

1,925

 

4,996

 

 

Financial result and net income

 

Consolidated
(R$ million)

 

Fiscal Year
 2016

 

Fiscal Year
 2015

 

Variation
 2016/2015

 

Income before financial income (expenses) and taxes(1)

 

(1,636

)

(3,216

)

-49.1

%

Financial Result

 

(945

)

(2,879

)

-67.2

%

Financial income

 

252

 

378

 

-33.3

%

Financial expenses

 

(2,010

)

(1,780

)

12.9

%

Exchange variation, net

 

852

 

(1,564

)

 

Exchange variation on net investment hedge

 

675

 

(1,302

)

 

Exchange variation - other lines

 

177

 

(262

)

 

Gains (losses) on financial instruments, net

 

(39

)

87

 

 

Income before taxes(1)

 

(2,581

)

(6,095

)

-57.7

%

Income and social contribution taxes

 

(304

)

1,499

 

 

On net investment hedge

 

(675

)

1,302

 

 

Deferred tax assets write-off

 

 

(284

)

 

Other lines

 

371

 

481

 

-22.9

%

Consolidated Net Income(1)

 

(2,885

)

(4,596

)

-37.2

%

Extraordinary events

 

2,976

 

5,280

 

-43.6

%

Results in subsidiaries and associate operations

 

58

 

 

 

Impairment of assets

 

2,918

 

4,996

 

-41.6

%

Reversal of deferred tax assets write-off

 

 

284

 

 

Consolidated Adjusted Net Income(2)

 

91

 

684

 

-86.7

%

 


(1) - Accounting measurement disclosed in the income statement of the Company.

(2) - Non accounting measurement made by the Company to demonstrate the net income adjusted by the extraordinary events that impacted the result, but without cash effect.

 

·      In 2016 compared to 2015, the lower negative financial result mainly reflects the higher positive exchange variation on liabilities contracted in U.S. dollar (appreciation in the closing price of the Brazilian real against the U.S. dollar of 16.5% in 2016, compared to depreciation of 47.0% in 2015), despite the higher financial expenses.

 

·      Note that, in accordance with IFRS, the Company designated the bulk of its debt in foreign currency contracted by companies in Brazil as hedge for a portion of the investments in subsidiaries located abroad. As a result, only the effect from exchange variation on the portion of debt not linked to investment hedge is recognized in the financial result, with this effect neutralized by the line “Income and Social Contribution taxes on net investment hedge.”

 

·      Consolidated net income adjusted by non-recurring effects decreased in 2016 in relation to 2015, mainly due to the lower adjusted EBITDA.

 

Dividends

 

·      In fiscal year 2016, Gerdau S.A. allocated R$ 85.4 million (R$ 0.05 per share) to the payment of dividends, which was distributed from the profit earned in the first nine months of 2016 and from the retained earnings reserve.

 

3



 

Investments

 

·      In 2016, investments in property, plant and equipment amounted to R$1.3 billion, down 43.1% from 2015. Of the amount invested in the year, 46.0% was allocated to the Brazil BD, 26.2% to the South America BD, 17.2% to the North America BD and 10.6% to the Special Steel BD.

 

·      The CAPEX projected for 2017 is R$ 1.3 billion, which will be concentrated in boosting productivity and in maintenance.

 

Divestments

 

·      In 2016, the Company divested special steel units in Spain, a long-steel mill in Colombia, coke units in Colombia, a 30% interest in Corporación Centroamericana del Acero S.A. in Guatemala and manufacturing units and properties in the United States. The cash proceeds from the divestments in fiscal year 2016 amounted to R$ 309 million, which was complemented by the reductions of R$ 291 million in debt and of R$ 438 million in consolidated working capital.

 

·      In 4Q16, with the divestment of the interest in the associate company Corporación Centroamericana del Acero S.A. in Guatemala and of the subsidiary Cleary Holdings Corporation, which produces coke and holds coking coal reserves in Colombia, the Company recognized a gain of R$ 47 million on its Income Statement. Since, in 2Q16, the divestment of the special steel units in Spain generated a loss of R$105 million, in fiscal year 2016, the net result of these divestments amounted to a R$ 58 million loss (noncash) in the line “Results in subsidiaries and associate operations”.

 

·      Gerdau maintains its strategy of focusing on its more profitable assets and, since 2014, has divested 13 assets in the United States, Europe and Latin America.

 

Working Capital and Cash Conversion Cycle

 

 

·      In December 2016, the cash conversion cycle (working capital divided by daily net sales in the quarter) decreased in relation to December 2015, reflecting the 26.4% decrease in working capital (mainly inventories) in comparison with the 17.5% decrease in net sales.

 

Financial liabilities

 

Debt composition
(R$ million)

 

12.31.2016

 

12.31.2015

 

Short Term

 

4,458

 

2,387

 

Long Term

 

16,125

 

24,074

 

Gross Debt

 

20,583

 

26,461

 

Cash, cash equivalents and short-term investments

 

6,088

 

6,919

 

Net Debt

 

14,495

 

19,542

 

 

4



 

·      On December 31, 2016, gross debt was 21.7% short term and 78.3% long term. Note that the increase in the share of short-term debt in 2016 in relation to 2015 mainly reflects the R$2.6 billion issue of 2017 Bonds. The Company holds cash equivalents and credit facilities in an amount more than sufficient to meet this commitment and also has the option of refinancing this debt in full or part.

 

·      On December 31, 2016, gross debt was denominated 16.5% in Brazilian real, 80.1% in U.S. dollar and 3.4% in other currencies. The R$5.9 billion decrease in gross debt between December 2015 and December 2016 is explained mainly by the effects from exchange variation in the comparison periods (appreciation of 16.5% in the end-of-period quote of the Brazilian real against the U.S. dollar in 2016), in addition to the amortization of financings of working capital and fixed asset.

 

·      The reduction in the cash position of R$831 million between December 2015 and December 2016 was mainly due to the amortization of financings of working capital and fixed asset, in addition to the effects from exchange variation in the comparison period on the cash held by Gerdau companies abroad. On December 31, 2016, 73.6% of cash was held by Gerdau companies abroad and denominated mainly in U.S. dollar.

 

·      The decrease in net debt on December 31, 2016 compared to December 31, 2015 is due to the reduction in gross debt.

 

·      On December 31, 2016, the nominal weighted average cost of gross debt was 7.2%, or 10.9% for the portion denominated in Brazilian real, 6.0% plus exchange variation for the portion denominated in U.S. dollar contracted by companies in Brazil, and 6.8% for the portion contracted by subsidiaries abroad. On December 31, 2016, the average gross debt term was 5.7 years.

 

·      On December 31, 2016, the payment schedule for long-term gross debt was as follows:

 

Long Term

 

R$ million

 

2018

 

1,679

 

2019

 

875

 

2020

 

3,279

 

2021

 

3,545

 

2022

 

177

 

2023

 

1,944

 

2024

 

1,381

 

2025 and after

 

3,245

 

Total (2)

 

16,125

 

 


(1) Bond october/2017 maturity = R$ 2,645 million

(2) Total in bonds = R$ 14,091 million

 

·      The Company’s main debt indicators are shown below:

 

Indicators

 

12.31.2016

 

12.31.2015

 

Gross debt / Total capitalization (1)

 

45

%

45

%

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

 

3.5

x

4.2

x

 


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

(2) - Net debt = gross debt - interest on debt - cash, cash equivalents and short-term investments

(3) -  Adjusted EBITDAin the last 12 months.

 

5



 

Indebtedness

(R$ billion)

 

 

Free Cash Flow (FCF)

 

·      In 2016, the Company generated R$2.3 billion in consolidated free cash flow, which is explained by the EBITDA generation of R$4.0 billion surpassing by R$1.3 billion the Company’s commitments (CAPEX, income tax and interest on debt) and by the freeing up of working capital of R$974 million. This positive free cash flow is aligned with the Company’s strategy grounded in capital discipline, as in the last four years, despite the challenging scenario in the steel industry.

 

Free Cash Flow 2016

(R$ million)

 

6



 

Business Divisions (BD)

 

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

 

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

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

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

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

 

Net sales

 

 

EBITDA and EBITDA Margin

 

 

7



 

Brazil BD

 

Brazil BD

 

Fiscal Year
2016

 

Fiscal Year
2015

 

Variation
2016/2015

 

Volumes (1,000 tonnes)

 

 

 

 

 

 

 

Production of crude steel

 

6,134

 

6,247

 

-1.8

%

Shipments of steel

 

6,067

 

6,457

 

-6.0

%

Domestic Market

 

3,707

 

4,284

 

-13.5

%

Exports

 

2,360

 

2,173

 

8.6

%

Results (R$ million)

 

 

 

 

 

 

 

Net Sales(1)

 

11,635

 

12,977

 

-10.3

%

Domestic Market

 

8,569

 

9,802

 

-12.6

%

Exports

 

3,066

 

3,175

 

-3.4

%

Cost of Goods Sold

 

(10,405

)

(11,433

)

-9.0

%

Gross profit

 

1,230

 

1,544

 

-20.3

%

Gross margin (%)

 

10.6

%

11.9

%

0.0

%

EBITDA

 

1,499

 

1,656

 

-9.5

%

EBITDA margin (%)

 

12.9

%

12.8

%

0.0

%

 


(1) - Includes iron ore, coking coal and coke net sales.

 

·      Steel shipments declined in 2016 compared to 2015, mainly due to the weaker demand from the domestic market caused by the slowdown in the construction and manufacturing industries resulting from Brazil’s recession. On the other hand, exports advanced due to opportunities in the international market.

 

·      The lower net sales in 2016 compared to 2015 was mainly due to the less favorable market mix, with the lower shipments in the domestic market partially offset by the higher shipments in export markets. In addition, the lower international prices led to a decline in net sales per tonne exported.

 

·      Cost of goods sold decreased in 2016 compared to 2015, due to lower shipments. The sharper drop in net sales than in cost of goods sold led to a reduction in gross margin.

 

·      Adjusted EBITDA decreased in 2016 in relation to 2015, due to the decline in gross profit, which was partially neutralized by the 17.4% reduction in selling, general and administrative expenses. The lower operating expenses supported stability in EBITDA margin.

 

North America BD

 

North America BD

 

Fiscal Year
2016

 

Fiscal Year
2015

 

Variation
2016/2015

 

Volumes (1,000 tonnes)

 

 

 

 

 

 

 

Production of crude steel

 

5,988

 

6,469

 

-7.4

%

Shipments of steel

 

5,965

 

6,232

 

-4.3

%

Results (R$ million)

 

 

 

 

 

 

 

Net Sales

 

15,431

 

17,312

 

-10.9

%

Cost of Goods Sold

 

(14,515

)

(15,800

)

-8.1

%

Gross profit

 

916

 

1,512

 

-39.4

%

Gross margin (%)

 

5.9

%

8.7

%

 

 

EBITDA

 

1,102

 

1,540

 

-28.4

%

EBITDA margin (%)

 

7.1

%

8.9

%

 

 

 

·      The decrease in production in 2016 compared to 2015 was mainly due to the adjustment in inventories to the lower level of shipments.

 

·      Shipments contracted in 2016 compared to 2015, due to the continuous pressure from imported goods in the region, despite the still-solid demand from the non-residential construction industry.

 

·      The decline in net sales in 2016 compared to 2015 was explained by the lower net sales per tonne sold in U.S. dollar, in addition to the lower shipments in the period.

 

·      Cost of goods sold decreased in 2016 in relation to 2015 due to the lower shipments and the lower prices for the scrap consumed. The sharper drop in net sales than in cost of goods sold led to a reduction in gross margin in 2016 in relation to 2015.

 

8



 

·      The decline in EBITDA and EBITDA margin in 2016 compared to 2015 was due to the reduction in gross profit, which was partially neutralized by the lower selling, general and administrative expenses and by the higher proportionate EBITDA of the associated and jointly controlled companies.

 

South America BD

 

South America BD

 

Fiscal Year
2016

 

Fiscal Year
2015

 

Variation
2016/2015

 

Volumes (1,000 tonnes)

 

 

 

 

 

 

 

Production of crude steel

 

1,231

 

1,242

 

-0.9

%

Shipments of steel

 

2,088

 

2,222

 

-6.0

%

Results (R$ million)

 

 

 

 

 

 

 

Net Sales

 

4,776

 

5,477

 

-12.8

%

Cost of Goods Sold

 

(4,103

)

(4,800

)

-14.5

%

Gross profit

 

673

 

677

 

-0.6

%

Gross margin (%)

 

14.1

%

12.4

%

 

 

EBITDA

 

722

 

637

 

13.3

%

EBITDA margin (%)

 

15.1

%

11.6

%

 

 

 

·      Shipments decreased in 2016 compared to 2015, in line with the weaker steel consumption in most countries where Gerdau operates.

 

·      Net sales decreased in 2016 in relation to 2015, due to the reduction in shipments and to the effects from exchange variation on the currencies of the countries where Gerdau operates.

 

·      Cost of goods sold decreased in 2016 compared to 2015 due to the lower shipments, the reduction in raw material costs and the effects from exchange variation. The improvement in gross margin was due to cost of goods sold decreasing at a faster rate than net sales.

 

·      EBITDA and EBITDA margin increased at a faster rate than gross profit and gross margin, reflecting the 19.2% reduction in selling, general and administrative expenses compared to 2015.

 

Special Steel BD

 

Special Steel BD

 

Fiscal Year
2016

 

Fiscal Year
2015

 

Variation
2016/2015

 

Volumes (1,000 tonnes)

 

 

 

 

 

 

 

Production of crude steel

 

2,324

 

2,903

 

-19.9

%

Shipments of steel

 

2,102

 

2,621

 

-19.8

%

Results (R$ million)

 

 

 

 

 

 

 

Net Sales

 

6,885

 

8,882

 

-22.5

%

Cost of Goods Sold

 

(6,239

)

(8,333

)

-25.1

%

Gross profit

 

646

 

549

 

17.7

%

Gross margin (%)

 

9.4

%

6.2

%

 

 

EBITDA

 

905

 

850

 

6.5

%

EBITDA margin (%)

 

13.1

%

9.6

%

 

 

 

·      The reduction in production and shipments in 2016 in relation to 2015 was due to the divestment of the units in Spain and, to a lesser degree, the lower shipments at the units in Brazil.

 

·      The decrease in net sales and cost of goods sold in 2016 compared to 2015 was basically due to the divestment of the units in Spain and the lower shipments at the units in Brazil.

 

·      The higher gross profit and gross margin in 2016 compared to 2015 was due to the divestment of the units in Spain, which were the least profitable operations of this BD, and to the stronger performance at the units in the United States and India.

 

9



 

·      EBITDA and EBITDA margin increased in 2016 compared to 2015, following the performance of gross profit and gross margin.

 

Information on the Parent Company

 

Gerdau S.A. is a publicly traded corporation with registered office in Rio de Janeiro, Rio de Janeiro. The Company is engaged in holding interests in other companies and producing and marketing steel goods in the special steel segment.

 

Results

 

·      A substantial part of the results of Gerdau S.A. comes from investments in subsidiaries and associate companies. In fiscal year 2016, these investments generated equity in losses of R$3,248.3 million. On December 31, 2016, these investments amounted to R$29.3 billion.

 

·      In 2016, the Company sold 333,000 tonnes of steel products, which generated net sales of R$1.2 billion and cost of goods sold of R$1.1 billion. Gross margin in the year stood at 10.6%.

 

·      In fiscal year 2016, the financial result (financial income, financial expenses, net exchange variation and losses from financial instruments) was positive R$503.8 billion, compared to negative R$2.8 billion in 2015. This variation in the financial result was mainly due to the effect from exchange variation on related-party debt (appreciation in the end-of-period price of the Brazilian real against the U.S. dollar of 16.5% in 2016, compared to depreciation of 47.0% in 2015).

 

·      Gerdau S.A. recorded a net loss of R$2.9 billion in 2016, which corresponds to R$1.70 per share outstanding, which is basically due to the equity losses in the period, which was partially neutralized by the effect from exchange variation.

 

·      On December 31, 2016, the Company’s shareholders’ equity amounted to R$24.0 billion, representing book value of R$14.06 per share.

 

·      Net debt (loans and financing, plus debentures, less cash, cash equivalents and financial investments) plus related-party debt amounted to R$7.4 billion on December 31, 2016 and R$8.6 billion on December 31, 2015. The decrease in the comparison periods was mainly due to the effect from exchange variation on related-party debt.

 

Dividends

 

In fiscal year 2016, Gerdau S.A. allocated R$85.4 million (R$0.05 per share) to the payment of dividends, which was distributed from the profit earned in the first nine months of 2016 and from the retained earnings reserve.

 

 

 

Dividends

 

Per Share

 

Quantity of

 

Payment

 

Period

 

(R$ million)

 

(R$)

 

Shares (million)

 

Date

 

2nd quarter

 

51.2

 

0.03

 

1,706

 

9/2/2016

 

3rd quarter

 

34.2

 

0.02

 

1,706

 

12/1/2016

 

Total

 

85.4

 

0.05

 

 

 

 

 

 

CLARIFICATION ABOUT  ZELOTES OPERATION

 

·      Gerdau’s name has been involved in the Zelotes Operation, an operation sponsored by the Federal Police and other Brazilian federal authorities with the purpose of investigating, among other things, if corporate taxpayers tried to influence the decisions of CARF (Administrative Council of Tax Appeals) by resorting to illegal methods.

 

·      As soon as it became aware of said mention, the Company promptly clarified that there was no false declaration or omission with the purpose of evading allegedly due taxes, but a legitimate exercise of rights by the Gerdau companies, expressly grounded on law and precedents.

 

·      The Company retained outside consultants to assist it in connection with said proceedings, and the relevant contracts included provisions determining the absolute compliance with the applicable laws, the breach of which calls for immediate termination thereof. The Company also clarified that no payments were made or delivered to

 

10



 

the outside consultants responsible for the cases, and the relevant agreements were terminated when the name of the investigated consultants were mentioned in the press for suspected illegal activities.

 

·      The Company never granted any authorization for its name to be used in allegedly illegal negotiations, and strongly repudiates any action taken with said purpose. The amounts relating to the tax treatment of profits generated abroad and the deductibility of the goodwill, which gave rise to the aforementioned proceedings, and information on the ongoing internal investigation, are disclosed in the notes to the Financial Statements of the Company.

 

·      As a 116-year-old company, Gerdau reiterates that it adopts rigorous ethical standards for its dealings with public authorities and reaffirms that it is, as it has always been, at the disposal of the competent authorities to provide any clarifications that may be requested.

 

RELATIONSHIP WITH THE INDEPENDENT AUDITOR

 

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

 

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

 

·      In compliance with CVM Instruction 381/2003, Gerdau S.A. informs that PriceWaterhouseCoopers, the Company’s independent auditor, did not render any services other than those related to the external audit that represented more than five percent (5%) of all audit fees during fiscal year 2016.

 

ACKNOWLEDGEMENTS

 

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

 

DECLARATION OF THE OFFICERS

 

·      In accordance with Article 25 of CVM Instruction 480 of December 7, 2009, the Board of Executive Officers declares that it has reviewed, discussed and is in agreement with Financial Statements for the fiscal year ended December 31, 2016 and with the opinions expressed in the Independent Auditors’ report of the Financial Statements issued on this date.

 

Rio de Janeiro, February 21, 2017

 

THE MANAGEMENT

 

11



 

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

as of December 31, 2016 and 2015

In thousands of Brazilian reais (R$)

 

 

 

2016

 

2015

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

5,063,383

 

5,648,080

 

Short-term investments

 

 

 

 

 

Held for Trading

 

1,024,411

 

1,270,760

 

Trade accounts receivable - net

 

3,576,699

 

4,587,426

 

Inventories

 

6,332,730

 

8,781,113

 

Tax credits

 

504,429

 

673,155

 

Income and social contribution taxes recoverable

 

623,636

 

724,843

 

Unrealized gains on financial instruments

 

2,557

 

37,981

 

Other current assets

 

668,895

 

454,140

 

 

 

17,796,740

 

22,177,498

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

Tax credits

 

56,703

 

77,990

 

Deferred income taxes

 

3,407,230

 

4,307,462

 

Unrealized gains on financial instruments

 

10,394

 

5,620

 

Related parties

 

57,541

 

54,402

 

Judicial deposits

 

1,861,784

 

1,703,367

 

Other non-current assets

 

447,260

 

490,583

 

Prepaid pension cost

 

56,797

 

140,388

 

Investments in associates and jointly-controlled entities

 

798,844

 

1,392,882

 

Goodwill

 

9,470,016

 

15,124,430

 

Other Intangibles

 

1,319,941

 

1,835,761

 

Property, plant and equipment, net

 

19,351,891

 

22,784,326

 

 

 

36,838,401

 

47,917,211

 

 

 

 

 

 

 

TOTAL ASSETS

 

54,635,141

 

70,094,709

 

 

12



 

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

as of December 31, 2016 and 2015

In thousands of  Brazilian reais (R$)

 

 

 

2016

 

2015

 

CURRENT LIABILITIES

 

 

 

 

 

Trade accounts payable

 

2,743,818

 

3,629,788

 

Short-term debt

 

4,458,220

 

2,387,237

 

Taxes payable

 

341,190

 

349,674

 

Income and social contribution taxes payable

 

74,458

 

140,449

 

Payroll and related liabilities

 

464,494

 

480,430

 

Employee benefits

 

409

 

18,535

 

Environmental liabilities

 

17,737

 

27,736

 

Unrealized losses on financial instruments

 

6,584

 

 

Other current liabilities

 

514,599

 

829,182

 

 

 

8,621,509

 

7,863,031

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

Long-term debt

 

15,959,590

 

23,826,758

 

Debentures

 

165,423

 

246,862

 

Related parties

 

 

896

 

Deferred income taxes

 

395,436

 

914,475

 

Provision for tax, civil and labor liabilities

 

2,239,226

 

1,904,730

 

Environmental liabilities

 

66,069

 

136,070

 

Employee benefits

 

1,504,394

 

1,687,486

 

Obligations with FIDC

 

1,007,259

 

853,252

 

Other non-current liabilities

 

401,582

 

690,766

 

 

 

21,738,979

 

30,261,295

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

Capital

 

19,249,181

 

19,249,181

 

Treasury stocks

 

(98,746

)

(383,363

)

Capital reserves

 

11,597

 

11,597

 

Retained earnings

 

3,763,207

 

6,908,059

 

Operations with non-controlling interests

 

(2,873,335

)

(2,877,488

)

Other reserves

 

3,976,232

 

8,777,815

 

EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT

 

24,028,136

 

31,685,801

 

 

 

 

 

 

 

NON-CONTROLLING INTERESTS

 

246,517

 

284,582

 

 

 

 

 

 

 

EQUITY

 

24,274,653

 

31,970,383

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

54,635,141

 

70,094,709

 

 

13



 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF INCOME

for the years ended December 31, 2016 and 2015
In thousands of Brazilian reais (R$)

 

 

 

For the year ended

 

 

 

December 31, 2016

 

December 31, 2015

 

 

 

 

 

 

 

NET SALES

 

37,651,667

 

43,581,241

 

Cost of sales

 

(34,187,941

)

(39,290,526

)

GROSS PROFIT

 

3,463,726

 

4,290,715

 

Selling expenses

 

(710,766

)

(785,002

)

General and administrative expenses

 

(1,528,262

)

(1,797,483

)

Other operating income

 

242,077

 

213,431

 

Other operating expenses

 

(114,230

)

(116,431

)

Impairment of assets

 

(2,917,911

)

(4,996,240

)

Results in operations with subsidiaries, associate and jointly controlled entity

 

(58,223

)

 

Equity in earnings of unconsolidated companies

 

(12,771

)

(24,502

)

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

 

(1,636,360

)

(3,215,512

)

Financial income

 

252,045

 

378,402

 

Financial expenses

 

(2,010,005

)

(1,780,366

)

Exchange variations, net

 

851,635

 

(1,564,017

)

Gain and losses on financial instruments, net

 

(38,930

)

87,085

 

INCOME (LOSS) BEFORE TAXES

 

(2,581,615

)

(6,094,408

)

 

 

 

 

 

 

Current

 

(110,511

)

(158,450

)

Deferred

 

(193,803

)

1,656,872

 

Income and social contribution taxes

 

(304,314

)

1,498,422

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

(2,885,929

)

(4,595,986

)

 

 

 

 

 

 

(+)  Impairment of assets

 

2,917,911

 

4,996,240

 

(-)   Results in subsidiaries and associate operations

 

58,223

 

 

(+)  Reversal of deferred tax assets write-off

 

 

284,014

 

 

 

 

 

 

 

ADJUSTED NET INCOME*

 

90,205

 

684,268

 

 


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

 

14



 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended December 31, 2016 and 2015

In thousands of  Brazilian reais (R$)

 

 

 

2016

 

2015

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

Net income (loss) for the year

 

(2,885,929

)

(4,595,986

)

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

 

 

 

 

 

Depreciation and amortization

 

2,535,955

 

2,607,909

 

Impairment of Assets

 

2,917,911

 

4,996,240

 

Equity in earnings of unconsolidated companies

 

12,771

 

24,502

 

Exchange variation, net

 

(851,635

)

1,564,017

 

Losses (Gains) on financial instruments, net

 

38,930

 

(87,085

)

Post-employment benefits

 

229,767

 

233,287

 

Stock based remuneration

 

46,683

 

48,589

 

Income tax

 

304,314

 

(1,498,422

)

Gains on disposal of property, plant and equipment and investments

 

(43,340

)

(3,971

)

Results in operations with subsidiaries, associate and jointly controlled entity

 

58,223

 

 

Allowance for doubtful accounts

 

68,781

 

127,701

 

Provision for tax, labor and civil claims

 

347,882

 

323,314

 

Interest income on investments

 

(107,980

)

(153,631

)

Interest expense on loans

 

1,540,797

 

1,471,526

 

Interest on loans with related parties

 

2,457

 

(2,712

)

(Reversal) Provision for net realisable value adjustment in inventory

 

(31,492

)

17,536

 

 

 

4,184,095

 

5,072,814

 

Changes in assets and liabilities

 

 

 

 

 

Decrease (Increase) in trade accounts receivable

 

64,805

 

1,219,605

 

Decrease (Increase) in inventories

 

794,591

 

1,977,361

 

Increase (Decrease) in trade accounts payable

 

110,466

 

(768,627

)

Increase in other receivables

 

(275,938

)

(270,391

)

(Decrease) Increase in other payables

 

(287,487

)

(509,227

)

Dividends from jointly-controlled entities

 

124,495

 

52,769

 

Purchases of trading securities

 

(880,436

)

(1,958,522

)

Proceeds from maturities and sales of trading securities

 

1,089,972

 

3,929,971

 

Cash provided by operating activities

 

4,924,563

 

8,745,753

 

 

 

 

 

 

 

Interest paid on loans and financing

 

(1,240,165

)

(946,041

)

Income and social contribution taxes paid

 

(168,032

)

(637,394

)

Net cash provided by operating activities

 

3,516,366

 

7,162,318

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Purchases of property, plant and equipment

 

(1,323,891

)

(2,324,718

)

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

 

308,694

 

90,942

 

Purchases of other intangibles

 

(54,044

)

(126,428

)

Payment for business acquisitions, net of cash of acquired entities

 

 

(20,929

)

Capital increase in jointly-controlled entity

 

 

(40,524

)

Net cash used in investing activities

 

(1,069,241

)

(2,421,657

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Reduction of capital by non-controlling interests

 

 

 

Purchase of treasury shares

 

(95,343

)

(189,071

)

Proceeds from exercise of shares

 

 

 

Dividends and interest on capital paid

 

(85,962

)

(358,226

)

Proceeds from loans and financing

 

2,455,371

 

3,042,783

 

Repayment of loans and financing

 

(4,605,406

)

(5,028,386

)

Intercompany loans, net

 

(6,492

)

30,126

 

Increase in controlling interest in subsidiaries

 

 

(339,068

)

Net cash used in financing activities

 

(2,337,832

)

(2,841,842

)

 

 

 

 

 

 

Exchange variation on cash and cash equivalents

 

(693,990

)

699,290

 

 

 

 

 

 

 

(Decrease) Increase in cash and cash equivalents

 

(584,697

)

2,598,109

 

Cash and cash equivalents at beginning of year

 

5,648,080

 

3,049,971

 

Cash and cash equivalents at end of year

 

5,063,383

 

5,648,080

 

 

15