XML 51 R28.htm IDEA: XBRL DOCUMENT
v3.19.1

EQUITY | 12 Months Ended
--- | ---
Dec. 31, 2018
EQUITY |
EQUITY | NOTE 22 — 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. Reconciliations of common and preferred outstanding shares are presented below:
|  | 2018 |  | 2017 |  | 2016
|  | Common shares |  | Preferred shares |  | Common shares |  | Preferred shares |  | Common shares |  | Preferred shares
Balance at beginning of the year |  | 571,929,945 |  | 1,137,327,184 |  | 571,929,945 |  | 1,137,018,570 |  | 571,929,945 |  | 1,114,744,538
Acquisition of Treasury shares |  | — |  | (16,000,000) |  | — |  | — |  | — |  | (10,000,000)
Exercise of stock options |  | — |  | 1,597,235 |  | — |  | 308,614 |  | — |  | 2,274,032
Transfer of shares |  | — |  | 1,309,336 |  | — |  | — |  | — |  | 30,000,000
Balance at the end of the year |  | 571,929,945 |  | 1,124,233,755 |  | 571,929,945 |  | 1,137,327,184 |  | 571,929,945 |  | 1,137,018,570
As of December 31, 2018, 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
|  | 2018
Shareholders |  | Common |  | % |  | Pref. |  | % |  | Total |  | %
Metalúrgica Gerdau S.A.* |  | 557,898,901 |  | 97.3 |  | 95,469,922 |  | 8.3 |  | 653,368,823 |  | 38.0
Brazilian institutional investors |  | 2,383,207 |  | 0.4 |  | 224,073,547 |  | 19.6 |  | 226,456,754 |  | 13.2
Foreign institutional investors |  | 4,836,488 |  | 0.8 |  | 410,387,290 |  | 35.8 |  | 415,223,778 |  | 24.1
Other shareholders |  | 6,811,349 |  | 1.2 |  | 394,302,996 |  | 34.4 |  | 401,114,345 |  | 23.3
Treasury stock |  | 1,697,538 |  | 0.3 |  | 21,797,490 |  | 1.9 |  | 23,495,028 |  | 1.4
|  | 573,627,483 |  | 100.0 |  | 1,146,031,245 |  | 100.0 |  | 1,719,658,728 |  | 100.0
|  | Shareholders
|  | 2017
Shareholders |  | Common |  | % |  | Pref. |  | % |  | Total |  | %
Metalúrgica Gerdau S.A.* |  | 557,898,901 |  | 97.3 |  | 95,471,131 |  | 8.3 |  | 653,370,032 |  | 38.0
Brazilian institutional investors |  | 254,785 |  | 0.0 |  | 155,227,424 |  | 13.5 |  | 155,482,209 |  | 9.0
Foreign institutional investors |  | 7,254,556 |  | 1.3 |  | 708,109,387 |  | 61.8 |  | 715,363,943 |  | 41.6
Other shareholders |  | 6,521,703 |  | 1.1 |  | 178,519,242 |  | 15.6 |  | 185,040,945 |  | 10.8
Treasury stock |  | 1,697,538 |  | 0.3 |  | 8,704,061 |  | 0.8 |  | 10,401,599 |  | 0.6
|  | 573,627,483 |  | 100.0 |  | 1,146,031,245 |  | 100.0 |  | 1,719,658,728 |  | 100.0
|  | Shareholders
|  | 2016
Shareholders |  | Common |  | % |  | Pref. |  | % |  | Total |  | %
Metalúrgica Gerdau S.A.* |  | 449,712,654 |  | 78.4 |  | 202,806,626 |  | 17.7 |  | 652,519,280 |  | 37.9
Brazilian institutional investors |  | 41,883,032 |  | 7.3 |  | 92,721,295 |  | 8.1 |  | 134,604,327 |  | 7.8
Foreign institutional investors |  | 11,122,498 |  | 1.9 |  | 705,652,715 |  | 61.5 |  | 716,775,213 |  | 41.8
Other shareholders |  | 69,211,761 |  | 12.1 |  | 135,837,934 |  | 11.9 |  | 205,049,695 |  | 11.9
Treasury stock |  | 1,697,538 |  | 0.3 |  | 9,012,675 |  | 0.8 |  | 10,710,213 |  | 0.6
|  | 573,627,483 |  | 100.0 |  | 1,146,031,245 |  | 100.0 |  | 1,719,658,728 |  | 100.0
*Metalúrgica Gerdau S.A. is the controlling shareholder and Stichting Gerdau Johanpeter is the ultimate controlling shareholder of the Company. 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 stocks are as follows:
|  | 2018
|  | Common shares |  | R$ |  | Preferred shares |  | R$
Opening balance |  | 1,697,538 |  | 557 |  | 8,704,061 |  | 75,528
Repurchases |  | — |  | — |  | 16,000,000 |  | 243,396
Exercise of stock options |  | — |  | — |  | (1,597,235) |  | (27,433)
Transfer of shares |  | — |  | — |  | (1,309,336) |  | (11,622)
Closing balance |  | 1,697,538 |  | 557 |  | 21,797,490 |  | 279,869
|  | 2017
|  | Common shares |  | R$ |  | Preferred shares |  | R$
Opening balance |  | 1,697,538 |  | 557 |  | 9,012,675 |  | 98,189
Exercise of stock options |  | — |  | — |  | (308,614) |  | (22,661)
Closing balance |  | 1,697,538 |  | 557 |  | 8,704,061 |  | 75,528
|  | 2016
|  | Common shares |  | R$ |  | Preferred shares |  | R$
Opening balance |  | 1,697,538 |  | 557 |  | 31,286,707 |  | 382,806
Repurchases |  | — |  | — |  | 10,000,000 |  | 95,343
Exercise of stock options |  | — |  | — |  | (2,274,032) |  | (10,461)
Transfer of shares |  | — |  | — |  | (30,000,000) |  | (369,499)
Closing balance |  | 1,697,538 |  | 557 |  | 9,012,675 |  | 98,189
These shares are held in treasury for subsequent cancellation, selling in the market or to be granted under the long-term incentive plan of the Company. The average acquisition cost of these shares was R$ 12.84 during 2017 (R$ 8.68 and R$ 10.89 during the years ended on December 31, 2017 and 2016, respectively). 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 incentives 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 — Corresponds to amounts recognized in equity from changes in non-controlling interests. The effects of interest changes in subsidiaries for the years presented are composed of:
|  | December 31, 2018
|  | Attributed to parent company’s |  | Non-controlling |  |
|  | interest |  | interests |  | Total
(i) Other changes |  | — |  | (85,483) |  | (85,483)
Effects of interest changes in subsidiaries |  | — |  | (85,483) |  | (85,483)
|  | December 31, 2017
|  | Attributed to parent company’s |  | Non-controlling |  |
|  | interest |  | interests |  | Total
(i) Other changes |  | — |  | (21,698) |  | (21,698)
Effects of interest changes in subsidiaries |  | — |  | (21,698) |  | (21,698)
|  | December 31, 2016
|  | Attributed to parent company’s |  | Non-controlling |  |
|  | interest |  | interests |  | Total
(i) Other changes |  | — |  | (6,405) |  | (6,405)
Effects of interest changes in subsidiaries |  | — |  | (6,405) |  | (6,405)
(i)Other changes in subsidiaries without losing control, which may include among others, capital increases, other acquisitions of interests and dilutions of any nature. f) Other reserves - Include: 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 and expenses recorded for stock option plans. g) Dividends and interest on capital - the shareholders have a right to receive a minimum annual mandatory dividend equal to 30% of adjusted net income as determined in its corporate records prepared in accordance with the accounting practices adopted in Brazil. The Company calculates interest on shareholders´ capital in accordance with the terms established by Law 9249/95. The corresponding amount was recorded as a financial expense for tax purposes. For presentation purposes, this amount was recorded as dividends and did not affect net income. The related tax benefit from the reduction in income tax and social contribution on net income was R$ 127,311 in 2018.
|  | 2018 |  | 2017 |  | 2016
Net income (loss) |  | 2,303,868 |  | (359,360) |  | (2,890,811)
Constitution of legal reserve |  | (115,193) |  | — |  | —
Constitution of the tax incentives reserve |  | (17,051) |  | — |  | —
Net income (loss) before dividends and interest on capital |  | 2,171,624 |  | (359,360) |  | (2,890,811)
Dividends and interest on capital |  | (765,339) |  | — |  | —
Net income (loss) before constitution of investments and working capital reserve |  | 1,406,285 |  | (359,360) |  | (2,890,811)
Constitution of investments and working capital reserve |  | (1,406,285) |  | — |  | —
Absorption of net loss by investments and working capital reserve |  | — |  | 359,360 |  | 2,890,811
The dividends and interest for the year 2018 amounted to R$ 765,339, as shown below:
|  | Dividends and interest on capital in the years
|  |  |  |  |  | Outstanding shares |  |  |  |  |  |  |  |  |  |
Period |  | Nature |  | R$ /share |  | (thousands) |  | Credit |  | Payment |  | 2018 |  | 2017 |  | 2016
1 st quarter |  | Interest |  | 0.08 |  | 1,701,894 |  | 05/21/2018 |  | 06/01/2018 |  | 136,152 |  | — |  | —
2 nd quarter |  | Interest |  | 0.14 |  | 1,702,095 |  | 08/21/2018 |  | 08/31/2018 |  | 238,293 |  | — |  | —
2 nd quarter |  | Dividends |  |  |  |  |  |  |  |  |  | — |  | 34,184 |  | 51,225
3 rd quarter |  | Dividends |  | 0.13 |  | 1,702,138 |  | 11/21/2018 |  | 12/03/2018 |  | 221,278 |  | 51,278 |  | 34,152
4 th quarter |  | Dividends |  | 0.10 |  | 1,696,164 |  | 03/06/2019 |  | 03/18/2019 |  | 169,616 |  | 51,020 |  | —
Interest and Dividends |  |  |  |  |  |  |  |  |  |  |  | 765,339 |  | 136,482 |  | 85,377
Credit per share (R$) |  |  |  |  |  |  |  |  |  |  |  | 0.45 |  | 0.08 |  | 0.05

X
- References No definition available. + Details
Name: | ifrs-full_DisclosureOfClassesOfShareCapitalAbstract
Namespace Prefix: | ifrs-full_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for share capital, reserves and other equity interest. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Name IAS -Number 1 -IssueDate 2018-01-01 -Paragraph 79 -URI http://eifrs.ifrs.org/eifrs/XBRL?type=IAS&num=1&date=2018-03-01&anchor=para_79&doctype=Standard -URIDate 2018-03-16 + Details
Name: | ifrs-full_DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory
Namespace Prefix: | ifrs-full_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration