FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

Dated May 6, 2020

 

Commission File Number 1-14878

 

GERDAU S.A.

(Exact Name as Specified in its Charter)

 

       N/A       

(Translation of Registrant’s Name)

 

Av. Dra. Ruth Cardoso, 8,501 – 8° andar

São Paulo, São Paulo - Brazil CEP 05425-070

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F    x        Form 40-F    ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes ¨          No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date:  May 6, 2020

 

  GERDAU S.A.
   
  By: /s/ Harley Lorentz Scardoelli
  Name: Harley Lorentz Scardoelli
  Title: Investor Relations Director

 

 

 

 

EXHIBIT INDEX

 

Exhibit Description of Exhibit
   
99.1 GERDAU S.A. Quarterly Results 1Q20
99.2 Material Fact, May 6, 2020

 

 

 

 

New Microsoft Word Document_20-18467-2-3578417 (2)_page_01.jpg Exhibit 99.1 QUARTERLY RESULTS GERDAUS.A. 1Q20

 

 

 

New Microsoft Word Document_20-18467-2-3578417 (2)_page_02.jpg COVID-19 To Gerdau, nothing is more important than people’s lives. ‘ KEY MEASURES TAKEN BY THE COMPANY We are closely following all guidance for preventing the spread of Covid-19 issued by the competent health agencies in the countries where we operate. We have adopted a series of measures to mitigate the infection risk in workplaces, such as working from home, creating crisis committees, cancelling all domestic and international travel and participation in external events, just to cite a few. At all our units, if needed, we are opting for collective leave and shorter work shifts. Intensification of hygiene measures at units, flexible meal times, expanded supply of chartered transportation, triage protocols at plant entry points, among others. We invested in treatment centers built with partners in the states of São Paulo and Rio Grande do Sul, adding 160 new beds, and several initiatives with the communities where we have operations. Donation of 10,000 face shields to the public health system, in partnership of Gerdau and Women in 3D Printing Brazil. Donation nearly R$7 million to hospitals in the state of Minas Gerais for combatting the Covid-19. It is important to mention that in the main countries where we operate, the steel industry is considered an essential activity, since steel is a strategic input in the construction of hospitals, machinery, equipment and components for the health and safety industries. For information on other measures, please visit the Company’s website. In all, Gerdau already has invested nearly R$ 20 million in the fight against Covid-19. MAIN IMPACTS ON THE BUSINESS DIVISIONS (BDs) Covid-19 began impacting the performance of the BDs in the latter half of March, mainly in terms of steel output. Note that, despite the stoppages, we prioritized serving our clients’ needs in the various different levels of demand observed. In the Brazil BD, the electric arc furnaces resumed production during April. Blast Furnace 2 in Ouro Branco, MG remains shutdown, and is expected to resume production in the second half of the year. The stoppage model adopted by Gerdau enables the blast furnace to be restarted with no material costs. In the North America BD, the mills continue to operate normally, with production levels adjusted gradually in accordance with the decline in demand observed in the industry. The civil construction continues to show healthy demand. In the Special Steel BD, in Brazil and the United States, scheduled shutdowns were carried out at the various electric arc furnaces and rolling mills, in accordance with the current level of inventories and the demand required by each client. Note that the automotive industry in the two countries declared collective leave during April and are gradually resuming their operations. In the South America BD, the operations in Argentina and Uruguay are gradually restarting their operations. In Peru, operations remain suspended due to the decrease taken by the federal government, which declared a national state of emergency that included the suspension of deliveries to clients. 2

 

 

 

New Microsoft Word Document_20-18467-2-3578417 (2)_page_03.jpg CONSOLIDATED INFORMATION ‘ São Paulo, May 6, 2020 – Gerdau S.A. (B3: GGBR4 / NYSE: GGB) announces its results for the first quarter of 2020. The consolidated financial statements of the Company are presented in Brazilian real (R$), in accordance with International Financial Reporting Standards (IFRS) and the accounting practices adopted in Brazil. The information in this report does not include the data of associates and jointly controlled entities, except where stated otherwise. GERDAU’S PERFORMANCE IN 1Q20 Operating Results Volumes (1,000 tonnes) Results (R$ million) Production and Shipments In 1Q20 compared to 4Q19, crude steel production increased due to the restarting of operations that carried out stoppages at the end of the year. Compared to 1Q19, crude steel production declined, accompanying primarily the lower export shipments at the Brazil BD. Steel shipments in 1Q20 declined in relation to both 4Q19 and 1Q19, due to the lower shipments at all business divisions, with the exception of the North America BD, which registered an increase in shipments. Operating Result The reductions in net sales and in consolidated costs of goods sold in 1Q20 in relation to both 4Q19 and 1Q19 are mainly due to the decline in shipments. Consolidate gross profit and gross margin increased in relation to 4Q19, due to the higher operating income at the North America BD. Meanwhile, in relation to 1Q19, gross profit and gross margin decreased, due to the decline in net sales outpacing the decline in cost of goods sold. In the same comparison period, cost per tonne sold increased by 6%, compared to the increase of 2% in net sales per tonne sold. Selling, general and administrative expenses increased in 1Q20 in relation to 4Q19, due to the effects from currency variation on the divisions of the company with U.S. dollar exposure. As a ratio of net sales, selling, general and administrative expenses stood at 4.0% in 1Q20, compared to 3.6% in 1Q19. The increase in the ratio was due to the decline in consolidated net sales. 3 Net Sales9,22810,026-8.0%9,533-3.2% Cost of Goods Sold(8,372)(8,757)-4.4%(8,857)-5.5% Gross profit8551,269 -32.6%67626.5% Gross margin (%)9.3%12.7%7.1% SG&A (370) (361) 2.5% (352) 5.1% Selling expenses (120) (122) -1.6% (117) 2.6% General and administrative expenses (250) (239) 4.6% (235) 6.4% %SG&A/ Net Sales4.0%3.6%3.7% Adjusted EBITDA1,1771,558 -24.5%1,1363.6% Adjusted EBITDA Margin12.8%15.5%11.9% Production of crude steel3,1883,343-4.6%2,9528.0% Shipments of steel2,6912,985-9.8%3,078-12.6% CONSOLIDATED1Q201Q19∆4Q19∆

 

 

 

New Microsoft Word Document_20-18467-2-3578417 (2)_page_04.jpg ‘ (R$ m illion) (R$ m illion) 1 - Non-accounting measure calculated in accordance with CVM Instruction 527. 2 - Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide additional information on cash generation in the period. 3 - Accounting measure reported in the consolidated Income Statement. Adjusted EBITDA and adjusted EBITDA margin increased in 1Q20 compared to 4Q19, mainly due to the better performance of the North America BD and the better market mix at the Brazil BD, due to lower export shipments. In relation to 1Q19, adjusted EBITDA and adjusted EBITDA margin accompanied the decline in gross profit, with cost per tonne sold increasing by 6% while net sales per tonne sold increased by 2%. The main impact on cost per tonne sold was the lower dilution of fixed costs, since the steel capacity utilization rate declined from 67% in 1Q19 to 63% in 1Q20. EBITDA (R$ million) and EBITDA Margin (%) 4 CONCILIATION OF CONSOLIDATED EBITDA1Q201Q194Q19 EBITDA - Instruction CVM ¹1,0301,4961,106 Depreciation and amortization(557)(506)(538) OPERATINGINCOME BEFORE FINANCIAL RESULT AND TAXES³473990568 Breakdown of Consolidated EBITDA 1Q20 1Q19 ∆ 4Q19 ∆ Net income 221 453 -51.3% 102 116.2% Net financial result 232 375 -38.3% 273 -15.2% Provision for income and social contribution taxes 21 162 -87.0% 193 -89.1% Depreciation and amortization 557 506 10.1% 538 3.5% EBITDA - Instruction CVM ¹ 1,030 1,496 -31.1% 1,106 -6.9% Impairment of financial assets 43 6 616.7% 4 975.0% Equity in earnings of unconsolidated companies (10) (14) -28.6% 2 - Proportional EBITDA of associated companies and jointly controlled entities 114 70 62.9% 86 32.6% Maintanence stoppage / Impacts from refurbishment of BF 1 - - - 131 -100.0% Tax reversals/provisions - - - (193) -100.0% Adjusted EBITDA² 1,177 1,558 -24.5% 1,136 3.6% Adjusted EBITDA Margin 12.8% 15.5% 11.9%

 

 

 

New Microsoft Word Document_20-18467-2-3578417 (2)_page_05.jpg ‘ Financial Result and Net income (R$ million) 1 - Accounting measure disclosed in the consolidated Income Statement. 2 - Non-accounting measure calculated by the Company to show net profit adjusted by non-recurring events that influenced the result. In 1Q20 compared to 4Q19, the variation in the financial result was basically due to the effects from exchange variation on liabilities contracted in U.S. dollar and in other currencies, which were practically offset by the line “Income Tax/Social Contribution – effects from exchange variation that include net investment hedge.” Compared to 1Q19, the decline in the financial result was basically due to the positive result from “exchange variation (other currencies)”, which was partially offset by the line “Income Tax/Social Contribution – other lines.” In addition, financial expenses decreased due to the ongoing efforts to reduce debt. Adjusted net profit increased in 1Q20 compared to 4Q19, due to the higher gross profit. Comparing with 1Q19, adjusted net profit declined, due to the lower gross profit. Dividends In Gerdau S.A., the Board of Directors opted not to anticipate the payment of dividends for 1Q20, due to the uncertainties caused by the effects from Covid-19 on the result for fiscal year 2020, in line with the other initiatives to ensure liquidity. We reiterate that the Company’s dividend policy remains unchanged with the distribution of 30% of adjusted net profit for the fiscal year, with its anticipation discretionary. 5 CONSOLIDATED1Q201Q19∆4Q19∆ Income before financial income expenses and taxes¹473990 -52.2%568-16.7% Financial Result(232)(375) -38.3%(273)-15.2% Financial income464112.2%85 -45.9% Financial expenses(325)(345)-5.8%(404)-19.6% Exchange variation, net (including net investment hedge)(56)(48)16.7%94-Exchange variation (other currencies)103(23)-(49)-Gains (losses) on financial instruments, net1--1 -50.0% Income before taxes¹242615 -60.7%295-18.1% Income and social contribution taxes(21)(162) -87.0%(193)-89.1% Exchange variation including net investment hedge8020 300.0%(81)-Other lines(101)(182) -44.5%(91)11.0% Non-recurring items---(21)-Consolidated Net Income ¹221453-51.3%102116.2% Non-recurring items---(41)-Maintanence stoppage / Impacts from refurbishment of BF 1---131-Tax reversals/provisions---(193)-Income and social contribution taxes - non-recurring items---21-Consolidated Adjusted Net Income²221453-51.3%61 261.5%

 

 

 

New Microsoft Word Document_20-18467-2-3578417 (2)_page_06.jpg ‘ Working Capital and Cash Conversion Cycle The cash conversion cycle (working capital divided by daily net sales in the quarter) went from 62 days in December 2019, a period marked by sharp inventory drawdowns, to 83 days in March 2020, a period marked by a reduction in net sales. It is worth noting that part of the increase in working capital was influenced by the 29% depreciation of the real, when we compared December 2019 with March 2020. Working Capital (R$ billion) and Cash Conversion Cycle (days) Financial liabilities On March 31st, 2020, gross debt was 18.3% short term and 81.7% long term. Broken down by currency, 15.3% of gross debt was denominated in Brazilian real, 84.4% in U.S. dollar and 0.3% in other currencies. On March 31st, 2020, 56% of cash was denominated in U.S. dollar. The evolution in key debt indicators is shown below: 1 - Total capitalization = shareholders' equity + gross debt - debt interest. 2 - Net debt = gross debt – interest on debt – cash, cash equivalents and financial investments. 3 - Net debt = gross debt – interest on debt – cash, cash equivalents and financial investments. The increase in the net debt/EBITDA ratio from 1.67x on December 31st, 2019 to 2.55x on March 31st, 2020 is explained mainly by the effects from exchange variation in the period. 6 Indicators 03.31.2020 12.31.2019 03.31.2019 Gross debt / Total capitalization ¹ 40% 37% 36% Net debt² (R$) / EBITDA ³ (R$) 2.55x 1.67x 1.81x Debt composition03.31.202012.31.201903.31.2019 (R$ Million) Short Term 3,659 1,562 2,939 Long Term 16,370 14,488 12,054 Gross Debt 20,029 16,050 14,993 Cash, cash equivalents and short-term investments 5,979 6,295 2,532 Net Debt 14,051 9,755 12,461

 

 

 

New Microsoft Word Document_20-18467-2-3578417 (2)_page_07.jpg ‘ Payment Schedule of Gross Debt (Non-current) On March 31st, 2020, the nominal weighted average cost of gross debt was 5.1%, or 3.9% for the portion denominated in Brazilian real, 5.6% plus exchange variation for the portion de nominated in U.S. dollar contracted by companies in Brazil and 4.6% for the portion contracted by subsidiaries abroad. On March 31st, 2020, the average gross debt term was 7.4 years, with the debt maturity schedule well balanced and distributed over the coming years. Investments Capital expenditure amounted to R$ 472 million in 1Q20, with R$ 248 million allocated to general maintenance, R$ 74 million to maintenance of the Ouro Branco Mill and R$ 150 million to technological expansion and updating. Of the total amount invested in the quarter, 43% was allocated to the Brazil BD, 20% to the Special Steel BD, 33% to the North America BD and 4% to the South America BD. Gerdau S.A. revised its investment plan for 2020 due to the market uncertainties. The Company’s investment plan for 2020 was revised downwards from R$ 2.6 billion to R$ 1.6 billion. As a result, the capital expenditure estimate of R$ 7 billion for the period 2019-21 was decreased to R$ 6 billion. The investments in technological expansion and updating will be made as expectations for the market’s recovery and for free cash flow generation in the period are confirmed. 7

 

 

 

New Microsoft Word Document_20-18467-2-3578417 (2)_page_08.jpg ‘ Free Cash Flow Free cash flow in 1Q20 was negative, which represents a decline in relation to 4Q19. In that period, there was a sharp inventory drawdown, which was partially recovered in 1Q20. Note that in the last 12 months the Company registered positive free cash flow in excess of R$ 4 billion, reinforcing its liquidity position. Free Cash Flow (R$ million) Free Cash Flow - Quarterly (R$ million) 8

 

 

 

New Microsoft Word Document_20-18467-2-3578417 (2)_page_09.jpg ‘ PERFORMANCE BY BUSINESS DIVISION (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 operations in North America (Canada, United States and Mexico), except special steel, as well as the jointly controlled entities and associate company, both located in Mexico; South America BD (South America Business Division) – includes all operations in South America (Argentina, Peru, Uruguay and Venezuela), except the operations in Brazil, and the jointly controlled entities in the Dominican Republic and Colombia; Special Steel BD (Special Steel Business Division) – includes the special steel operations in Brazil and the United States. NET SALES South America BD Special Steel BD North America BD Brazil BD 15.8% 8.0% 37.0% 39.1% 4,057 3,849 3,414 3,966 3,842 3,375 1,840 1,397 1,437 908 739 699 1Q19 4Q19 1Q20 1Q19 4Q19 1Q20 1Q19 4Q19 1Q20 1Q19 4Q19 1Q20 Net Sales (R$ million) Part icipat ion of Net Sales per BD (last 12 mont hs) EBITDA & EBITDA MARGIN North America BD South America BD 11.8% Special Steel BD 14. 1% Brazil BD 27.7% 46.4% 13.1% 17.7% 23.4% 15.7% 10.7% 21.3% 13.0% 20.2% 13.3% 7.8% 8.2% 681 8.2% 504 425 238 114 119 183 164 157 1Q19 4Q19 1Q20 1Q19 4Q19 1Q20 1Q19 4Q19 1Q20 1Q19 4Q19 1Q20 EBITDA (R$ million) EBITDA Margin (%) Part icipat ion of Adjust ed EBITDA per BD(last 12 mont hs) 9 264 539 537

 

 

 

New Microsoft Word Document_20-18467-2-3578417 (2)_page_10.jpg ‘ BRAZIL BD Volumes (1,000 tonnes) Results (R$ million) 1 – Includes iron ore sales. 2 – Adjusted EBITDA due to the impacts from refurbishment of Blast Furnace 1 at the Ouro Branco Mill, net of tax reversals/provis ions in 4Q19 Production and Shipments In 1Q20 compared to both 4Q19 and 1Q19, crude steel production declined due to the lower export shipments. Shipments to the domestic market declined in 1Q20 compared to 4Q19, due to the impacts with Covid-19 in March. The long steel market was more resilient, mainly due to the continuity of works in the civil construction and infrastructure. Shipments to export markets declined in relation to both 4Q19 and 1Q19, even with the sharp depreciation in the Brazilian real (+19% in relation to 1Q19 and +9% in relation to 4Q19). The currency effect was practically neutralized by the decline in international prices in U.S. dollar in the comparison periods. Billets, for example, registered a price decline of 10% in the comparison of 1Q20 with 1Q19. In 1Q20, only 93,000 tonnes of iron ore were sold to third parties and 1.129,000 tonnes were consumed internally. Note that the heavy rains in Minas Gerais in early 2020 affected the iron ore mining and logistics operations, which led the Company to prioritize internal use. Operating Result Net sales declined in 1Q20 in relation to both 4Q19 and 1Q19, due to the lower export shipments. Cost of goods sold decreased in 1Q20 compared to both 4Q19 and 1Q19, due to the lower shipments. The period 4Q19 was also marked by the costs with refurbishing Blast Furnace 1 at the Ouro Branco Mill and by the stoppages at the electric arc furnaces. The increases in gross profit and gross margin in 1Q20 in relation to 4Q19 were due to the costs occurred in that quarter, as mentioned above. In relation to 1Q19, the decreases in gross profit and gross margin were due to the lower dilution of fixed costs due to the decline in shipments. 10 Net Sales¹ 3,414 3,849 -11.3% 4,057 -15.8% Domestic Market 3,008 3,010 -0.1% 3,175 -5.3% Exports 406 839 -51.6% 882 -54.0% Cost of Goods Sold (3,009) (3,321) -9.4% (3,782) -20.4% Gross profit 405 528 -23.3% 275 47.3% Gross margin (%) 11.9% 13.7% 6.8% Adjusted EBITDA² 537 681 -21.1% 539 -0.4% Adjusted EBITDA Margin (%) 15.7% 17.7% 13.3% Production of crude steel 1,239 1,419 -12.7% 1,439 -13.9% Shipments of steel 1,117 1,357 -17.7% 1,493 -25.2% Domestic Market 940 939 0.1% 1,004 -6.4% Exports 178 418 -57.4% 490 -63.7% Shipments of long steel 761 1,041 -26.9% 1,059 -28.1% Domestic Market 611 641 -4.7% 637 -4.1% Exports 150 400 -62.5% 423 -64.5% Shipments of flat steel 356 316 12.7% 434 -18.0% Domestic Market 328 298 10.1% 367 -10.6% Exports 28 18 55.6% 67 -58.2% BRAZIL BD 1Q20 1Q19 ∆ 4Q19 ∆

 

 

 

New Microsoft Word Document_20-18467-2-3578417 (2)_page_11.jpg ‘ Compared to 4Q19, EBITDA in 1Q20 was stable. Meanwhile, EBITDA margin expanded, mainly due to the better market mix resulting from the lower export shipments. In relation to 1Q19, EBITDA and EBITDA margin in 1Q20 declined, accompany gross profit. EBITDA (R$ million) and EBITDA Margin (%) 11

 

 

 

New Microsoft Word Document_20-18467-2-3578417 (2)_page_12.jpg ‘ NORTH AMERICA BD Volumes (1,000 tonnes) Results (R$ million) Production and Shipments Production increased in 1Q20 compared to 4Q19, reflecting the scheduled maintenance stoppages that occur at the end of the year. In relation to 1Q19, production increased, supported by the higher shipments. Shipments in 1Q20 increased in relation to both 4Q19 and 1Q19, due to the solid demand from the construction industry. Practically no effects from COVID-19 were observed at this BD. Operating Result Net sales and cost of goods sold increased in 1Q20 in relation to both 4Q19 and 1Q19, due to the higher shipments and exchange variation in these periods. Gross profit and gross margin in 1Q20 registered increases compared to 4Q19, due to higher shipments, even with the narrower spread, which declined from US$ 426/st in 4Q19 to US$ 410/st in 1Q20. In relation to 1Q19, gross profit and gross margin decreased, because in that period, spread was US$ 495/st. The increases in EBITDA and EBITDA margin in 1Q20 compared to 4Q19 were driven by the improvement in gross profit. In relation to 1Q19, the decrease in EBITDA followed a path similar to that of gross profit in the period. EBITDA (R$ million) and EBITDA Margin (%) 12 Net Sales 3,966 3,842 3.2% 3,375 17.5% Cost of Goods Sold (3,648) (3,400) 7.3% (3,201) 14.0% Gross profit 318 442 -28.1% 174 82.8% Gross margin (%) 8.0% 11.5% 5.2% EBITDA 425 504 -15.7% 264 61.0% EBITDA margin (%) 10.7% 13.1% 7.8% Production of crude steel 1,345 1,267 6.2% 1,053 27.7% Shipments of steel 1,122 1,076 4.3% 1,050 6.9% NORTH AMERICA BD1Q20 1Q19 ∆ 4Q19 ∆

 

 

 

New Microsoft Word Document_20-18467-2-3578417 (2)_page_13.jpg ‘ SOUTH AMERICA BD Volumes (1,000 tonnes) Results (R$ million) Production and Shipments Crude steel production in 1Q20 was in line with 1Q19, but declined in relation to 4Q19, accompanying the decline in shipments. Steel shipments in 1Q20 declined in relation to both 4Q19 and 1Q19, due to the restrictions imposed by the respective governments of Peru and Argentina because of Covid-19, all activities were suspended in these countries. Operating Result Net sales and cost of goods sold declined in 1Q20 in relation to both 4Q19 and 1Q19, mainly due to the lower shipments. Gross profit decreased in 1Q20 compared to both 4Q19 and 1Q19, due to the lower shipments. Gross margin was in line with both comparison periods. EBITDA declined in 1Q20 in relation to 4Q19, due to the lower gross profit. Meanwhile, EBITDA margin expanded, due to the increase in equity income. Compared to 1Q19, EBITDA and EBITDA margin increased, also due to the higher equity income. EBITDA (R$ million) and EBITDA Margin (%) 13 Net Sales 699 739 -5.4% 908 -23.0% Cost of Goods Sold (594) (629) -5.6% (770) -22.9% Gross profit 105 110 -4.5% 138 -23.9% Gross margin (%) 15.0% 14.9% 15.2% EBITDA 164 157 4.5% 183 -10.4% EBITDA margin (%) 23.5% 21.3% 20.2% Production of crude steel 142 139 2.2% 161 -11.8% Shipments of steel 202 244 -17.2% 274 -26.3% SOUTH AMERICA BD1Q20 1Q19 ∆ 4Q19 ∆

 

 

 

New Microsoft Word Document_20-18467-2-3578417 (2)_page_14.jpg ‘ SPECIAL STEEL BD Volumes (1,000 tonnes) Results (R$ million) Production and Shipments In Brazil, the production of crude steel increased in 1Q20, compared to 4Q19, after the scheduled shutdowns at the end of 2019. Shipments, on the other hand, decreased, as a result of the lower demand from the automotive sector, as of March. In the United States, crude steel production increased in 1Q20 compared to 4Q19, supported by the higher shipments. The growth in shipments is explained by the good performance of the automotive industry until half of March. Operating Result The increase in net sales and cost of goods sold in 1Q20 in relation to 4Q19 is explained by the higher shipments in the United States and by the effects from exchange variation in the period. Compared to 1Q19, the decrease in net sales and cost of goods sold is explained by the lower shipments. Gross profit and gross margin decreased significantly in 1Q20 compared to 1Q19, due to the low capacity utilization in the period, which reduced the dilution of fixed costs. In addition, the decline in scrap prices in 1Q20 initially had an impact on the prices practiced in the United States, later benefitted costs of goods sold. The reduction in EBITDA in 1Q20 compared to 1Q19 accompanied the performance of gross profit and gross margin in the period. Although the results of the Special Steel BD in 1Q20 are very similar to those in 4Q19, a difference among regions was observed. In the United States, shipments improvement, which softened the decline in shipments in Brazil. Meanwhile, in Brazil the higher prices practiced supported a recovery in margins, while in the United States margins compressed due to the effects from scrap on prices, as mentioned above. EBITDA (R$ million) and EBITDA Margin (%) 14 Net Sales 1,437 1,840 -21.9% 1,397 2.9% Cost of Goods Sold (1,407) (1,649) -14.7% (1,373) 2.5% Gross profit 30 191 -84.3% 24 25.0% Gross margin (%) 2.1% 10.4% 1.7% EBITDA 119 238 -50.0% 114 4.4% EBITDA margin (%) 8.3% 12.9% 8.2% Production of crude steel 462 518 -10.8% 299 54.5% Shipments of steel 329 430 -23.5% 343 -4.1% SPECIAL STEEL BD1Q20 1Q19 ∆ 4Q19 ∆

 

 

 

New Microsoft Word Document_20-18467-2-3578417 (2)_page_15.jpg ‘ THE MANAGEMENT GERDAU S.A. CONSOLIDATED BALANCE SHEETS In thous ands of Brazilian reais (R$) March 31, 2020 December 31, 2019 CURRENT ASSETS Cas h and cas h equivalents Short-term inves tments Trade accounts receivable - net Inventories Tax credits Income and s ocial contribution taxes recoverable Unrealized gains on financial ins truments Other current as s ets 3,815,854 2,163,024 3,359,653 9,512,743 563,263 457,757 2,619 731,053 2,641,652 3,652,949 2,672,370 7,659,737 504,302 483,088 2,846 618,769 20,605,966 18,235,713 NON-CURRENT ASSETS Tax credits Deferred income taxes Related parties Judicial depos its Other non-current as s ets Prepaid pens ion cos t Inves tments in as s ociates and joint ventures Goodwill Leas ing Other Intangibles Property, plant and equipment, net 472,532 3,694,646 92,231 1,994,972 527,597 40,116 2,048,506 12,093,106 870,805 773,642 17,434,399 465,549 4,071,219 95,445 1,991,715 464,169 45,381 1,812,399 9,469,311 777,314 673,262 15,901,493 40,042,552 35,767,257 60,648,518 54,002,970 TOTAL ASSETS 15 This document contains forward-looking statements. These statements are based on estimates, information or methods that may be incorrect or inaccurate and that may not occur. These estimates are also subject to risks, uncertainties and assumptions that include, among other factors: general economic, political and commercial conditions in Brazil and in the markets where we operate, as well as existing and future government regulations. Potential investors are cautioned that these forward-looking statements do not constitute guarantees of future performance, given that they involve risks and uncertainties. Gerdau does not undertake and expressly waives any obligation to update any of these forward-looking statements, which are valid only on the date on which they were made.

 

 

 

New Microsoft Word Document_20-18467-2-3578417 (2)_page_16.jpg ‘ GERDAU S.A. CONSOLIDATED BALANCE SHEETS In thous ands of Brazilian reais (R$) March 31, 2020 December 31, 2019 CURRENT LIABILITIES Trade accounts payable Short-term debt Debentures Taxes payable Income and s ocial contribution taxes payable Payroll and related liabilities Dividends payable Leas ing payable Employee benefits Environmental liabilities Other current liabilities 4,313,883 3,609,587 49,568 427,872 200,029 416,439 - 234,745 442 63,238 820,669 3,762,768 1,544,211 18,015 432,988 205,092 479,693 50,968 202,536 495 60,913 666,858 10,136,472 7,424,537 NON-CURRENT LIABILITIES Long-term debt Debentures Deferred income taxes Provis ion for tax, civil and labor liabilities Environmental liabilities Employee benefits Obligations with FIDC Leas ing payable Other non-current liabilities 13,476,769 2,893,510 70,361 740,134 58,384 1,790,438 1,034,859 668,289 454,569 11,594,612 2,893,029 517,413 809,299 51,395 1,469,949 1,018,501 601,733 449,375 21,187,313 19,405,306 EQUITY 19,249,181 (229,788) 11,597 5,857,812 (2,870,825) 7,102,609 19,249,181 (242,542) 11,597 5,644,706 (2,870,825) 5,163,584 Capital Treas ury s tocks Capital res erves Retained earnings Operations with non-controlling interes ts Other res erves 29,120,586 26,955,701 EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT NON-CONTROLLING INTERESTS 204,147 217,426 EQUITY 29,324,733 27,173,127 60,648,518 54,002,970 TOTAL LIABILITIES AND EQUITY 16

 

 

 

New Microsoft Word Document_20-18467-2-3578417 (2)_page_17.jpg ‘ GERDAU S.A. CONSOLIDATED STATEMENTS OF INCOME In thous ands of Brazilian reais (R$) For the three-month period ended March 31, 2020 March 31, 2019 December 31, 2019 NET SALES Cos t of s ales GROSS PROFIT Selling expens es General and adminis trative expens es Other operating income Other operating expens es Impairment of financial as s ets Equity in earnings of uncons olidated companies 9,227,541 (8,372,080) 10,025,661 (8,756,650) 9,533,467 (8,856,923) 855,461 (119,922) (250,455) 23,555 (2,428) (43,292) 10,490 1,269,011 (122,637) (238,668) 88,520 (14,444) (6,007) 14,228 676,544 (117,788) (234,806) 329,286 (78,181) (5,349) (2,376) INCOME BEFORE FINANCIAL INCOME (EXPENSES) AND TAXES 473,409 990,003 567,330 Financial income Financial expens es Exchange variations , net Gains on financial ins truments , net INCOME BEFORE TAXES Current Deferred 46,309 (325,422) 47,324 523 41,017 (345,373) (70,456) 79 85,566 (403,836) 45,299 1,153 242,143 (84,921) 64,128 615,270 (125,606) (37,038) 295,512 52,012 (245,319) Income and s ocial contribution taxes (20,793) (162,644) (193,307) NET INCOME 221,350 452,626 102,205 (+) Maintenance Stoppage / Impacts of the Blas t Furnace 1 reform of the Ouro Branco s teel mill (-) Tax revers al/provis ions (+) Income tax of extraordinary items (=) Total of extraordinary items - - - - - - 131,110 (193,083) 21,071 - - (40,902) ADJUSTED NET INCOME* 221,350 452,626 61,303 * Adjusted net profit is a non-accounting measure calculated by the Company that is conciliated with its financial statements and consists of net profit (loss) adjusted by non-recurring events that influenced the result. 17

 

 

 

New Microsoft Word Document_20-18467-2-3578417 (2)_page_18.jpg ‘ GERDAU S.A. CONSOLIDATED STATEMENTS OF CASH FLOWS In thous ands of Brazilian reais (R$) For the three-month period ended March 31, 2020 March 31, 2019 Cas h flows from operating activities Net income for the period Adjus tments to reconcile net income for the period to net cas h provided by operating activities : Depreciation and amortization Equity in earnings of uncons olidated companies Exchange variation, net Gains on financial ins truments , net Pos t-employment benefits Stock bas ed compens ation Income tax Gains on dis pos al of property, plant and equipment, net Impairment of financial as s ets Provis ion for tax, labor and civil claims Interes t income on s hort-term inves tments Interes t expens e on debt and debentures Interes t on loans with related parties (Revers al) Provis ion for net realizable value adjus tment in inventory, net 221,350 452,626 556,629 (10,490) (47,324) (523) 57,619 8,943 20,793 826 43,292 (70,533) (31,628) 227,855 (1,604) (30,250) 505,799 (14,228) 70,456 (79) 46,420 10,384 162,644 (7,977) 6,007 (71,387) (16,742) 249,960 (565) (428) 944,955 1,392,890 Changes in as s ets and liabilities Increas e in trade accounts receivable Increas e in inventories Decreas e in trade accounts payable Increas e in other receivables Decreas e in other payables Dividends from as s ociates and joint ventures Purchas es of trading s ecurities Proceeds from maturities and s ales of trading s ecurities Cas h provided (us ed in) by operating activities (183,883) (805,051) (31,172) (4,303) (125,147) - (1,155,556) 2,688,673 (743,494) (202,171) (286,996) (41,416) (126,170) 3,160 (292,391) 157,581 1,328,516 (139,007) Interes t paid on loans and financing Interes t paid on leas e liabilities Income and s ocial contribution taxes paid Net cas h provided (us ed in) operating activities (137,262) (9,829) (20,219) (172,010) (21,242) (24,405) 1,161,206 (356,664) Cas h flows from inves ting activities Purchas es of property, plant and equipment Proceeds from s ales of property, plant and equipment, inves tments and other intangibles Purchas es of other intangibles Capital increas e in joint ventures Net cas h us ed in by inves ting activities (471,588) 2,459 (37,612) (42,782) (304,532) 13,817 (9,063) - (549,523) (299,778) Cas h flows from financing activities Dividends and interes t on capital paid Proceeds from loans and financing Repayment of loans and financing Leas ing payment Intercompany loans , net Net cas h provided (us ed in) financing activities (70,483) 1,562,606 (1,238,867) (62,918) 4,818 (166,420) 211,249 (240,540) (31,783) (42,558) 195,156 (270,052) Exchange variation on cas h and cas h equivalents 367,363 (21,886) Increas e (Decreas e) in cas h and cas h equivalents Cas h and cas h equivalents at beginning of period Cas h and cas h equivalents at end of period 1,174,202 2,641,652 (948,380) 2,890,144 3,815,854 1,941,764 18

 

 

 

 

Exhibit 99.2

 

GERDAU S.A. METALÚRGICA GERDAU S.A. Tax ID (CNPJ/MF): 33.611.500/0001-19 Tax ID (CNPJ/MF): 92.690.783/0001-09 MATERIAL FACT Gerdau S.A. and Metalúrgica Gerdau S.A. (“Companies”), pursuant to CVM Instruction 358/2002, as amended, hereby informs its shareholders and the market, complementing the Material Fact notices dated March 24, 2020 and April 3, 2020, on the spread of Covid-19 in the various countries in which the Companies operate. In the Brazil BD, the electric arc furnaces resumed production during April. Blast Furnace 2 in Ouro Branco, MG remains shutdown, and is expected to resume production in the middle of the year. The stoppage model adopted by Gerdau enables the blast furnace to be restarted with no material costs. In the North America BD, the mills continue to operate normally, with production levels adjusted gradually in accordance with the decline in demand observed in the industry. The construction industry continues to show healthy demand. In the Special Steel BD, in Brazil and the United States, scheduled shutdowns were carried out at the various electric arc furnaces and rolling mills, in accordance with the current level of inventories and the demand required by each client. Note that the automotive industries in the two countries declared collective leave during April and are gradually resuming their operations. In the South America BD, the operations in Argentina and Uruguay are gradually restarting their operations. In Peru, operations remain suspended due to the decision taken by the federal government, which declared a national state of emergency that included the suspension of deliveries to clients. Note that 70% of Gerdau’s installed capacity is composed of electric arc furnaces, which offer greater operational flexibility than blast furnaces. In accordance with CVM Instructions 358/02 and 480/09 Gerdau S.A. informs that, on May 5, it approved its investment plan review for fiscal year 2020 in view of the market uncertainties. Accordingly, the capital expenditures for 2020 are being cautiously postponed globally. The capital expenditure estimate for 2020 was revised downwards from R$ 2.6 billion to R$ 1.6 billion. As a result, the capital expenditure estimate for the period 2019-21 was decreased to R$ 6 billion from the original R$ 7 billion. 2,637 1,746 912 1,609 525 367 593 424 281 797 961 1,132 2019 2020E* 2021E* General maintenance Ouro Branco Maintenance Technological expansion and updating * Estimated Information

 

 

The restated version of item 11 of its Brazilian Reference Form (“Formulário de Referência”) will be presented by the Companies, within the period envisaged in CVM Instruction 480, of December 7, 2009, as amended. Companies further clarify that the data disclosed in this document are merely estimates, in other words, hypothetical inform that in no way should be construed as a promise of performance. The projections presented are subject to market factors that are beyond the control of the Companies, and as such may suffer further revisions. To Gerdau, nothing is more important than people’s lives. Companies will keep the market informed of any new material information. São Paulo, May 6, 2020 Harley Lorentz Scardoelli Executive Vice President Investor Relations Officer