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ForwardLooking Statements

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Title: ForwardLooking Statements


1
Forward-Looking Statements
This presentation contains forward-looking
statements with respect to Gerdau AmeriSteel
Corporation, including its business operations,
strategy, financial performance, and condition.
Although management believes that the
expectations reflected in such forward-looking
statements are reasonable, such statements
involve risks and uncertainties. Actual results
may differ materially from those expressed or
implied by such forward-looking statements.
Factors that could cause actual results to differ
materially from expectations include, among other
things, risk relating to completing the
transaction, and general economic and market
factors, including demand for steel products,
availability and costs of electricity, natural
gas, and raw materials, government regulations
and trade policies affecting steel imports or
exports in Canada and the United States, and
other factors discussed in materials filed with
applicable securities regulatory authorities from
time to time.
2
Transaction Summary
3
Transaction Summary
Note All figures throughout this presentation
are in C unless otherwise stated. 1 Arrangements
have been made to squeeze out the minority
shareholders of AmeriSteel post-closing (included
in 74 ownership).
4
Investment Highlights
5
Investment Highlights Financial Impact
  • Gerdau AmeriSteel will be one of the premier
    North American steel companies, commanding an
    improved valuation outlook

1 As at June 30, 2002 including 125 million of
convertible debentures. 2 For the 12-month period
ending June 30, 2002. 3 Based on annualized
EBITDA for the 6 months ending June 30,
2002. 4 Based on the 6 months ending June 30,
2002. 5 Measured as the standard deviation of
the change in EBITDA over the period from 1997 to
2001. 6 IBES estimate (includes effective tax
rate of 15). 7 Synergies excluded from 2002
EPS calculation.
6
Gerdau AmeriSteel - Calculation of Implied Equity
Values
  • On a consolidated basis, we believe that Gerdau
    AmeriSteel should trade in a 5.18 to 6.75 per
    share range, representing a 27 to 65 premium to
    Co-Steels current share price

1 Based on a range of management estimates, see
slide 21. 2 Based on pro forma financial
statements as at June 30, 2002. 3 Co-Steels
current multiple based on a 4.08 share
price. 4 Converted at 0.65.
7
Gerdau North America
8
Gerdau North America Overview
  • Gerdau North Americas operations include
    AmeriSteel (Tampa, FL), MRM Holdings (Selkirk,
    MB) and Courtice Steel Inc. (Cambridge, ON)

Gerdau North America
Management Others
100
100
87
13
MRM Holdings
AmeriSteel1
Courtice Steel Inc.
1 Owned through Gerdau USA.
9
Gerdau North America Location of Facilities
  • Gerdau North America has seven minimill steel
    production facilities in Canada (2) and in the
    Southeastern U.S. (5)
  • In addition, Gerdau North America has 26
    downstream and specialty facilities located
    throughout the Northeastern and Southeastern U.S.

10
Gerdau North America Capacity
  • Gerdau North America has an extensive network of
    modern and efficient minimill melting and rolling
    operations with capacity to accommodate
    anticipated increases in demand and no expected
    major capital expenditure requirements

1 Excludes Cartersville. 2 In December 2001,
Gerdau North America acquired the Cartersville
assets from Birmingham Steel for US49 million,
increasing merchant/structural capacity by
600,000 tons. 3 Based on run rate production
annualized for the month of June 2002.
11
Gerdau North America Product Mix
  • Gerdau North America has a balanced portfolio of
    products, comprised of approximately 34
    merchants, 32 rebar, 24 fabricated and other
    downstream products, 8 special sections and 2
    wire rod products

Product Mix1
1 As a percentage of 2001 Trade Shipments.
12
Gerdau North America Historical Financial
Performance
  • Gerdau North America has experienced relatively
    stable revenue and EBITDA over the past three
    years despite margin pressures attributed to
    cyclical lows in the steel industry
  • The recent Section 201 decisions in the U.S. and
    expected CITT rulings in Canada are expected to
    have a positive impact on Gerdau North Americas
    future results

Consolidated Revenue
Consolidated EBITDA
1 Unaudited results excluding Cartersville. 2 Pro
forma for the year ended December 31,
2001. 3 Annualized pro forma results for the 6
months ending June 30, 2002. Cartersville
included starting in the quarter ending June 30,
2002.
13
Gerdau AmeriSteel
14
Gerdau AmeriSteel Economies of Scale
  • Gerdau AmeriSteel will have 6.8 million tons of
    rolling capacity, making it the third largest
    North American steel producer, and the second
    largest North American long products producer
  • More importantly, Gerdau AmeriSteel will become
    the fourth most profitable North American steel
    producer on an EBITDA basis, excluding the
    benefit of any synergies generated through the
    combination

North American Steel Industry Capacity Analysis1
North American EBITDA Analysis (US)2
3rd largest
4th largest
1 Excludes companies in CCAA, Chapter 11 or
Chapter 7 proceedings. 2 EBITDA for the LTM
period ending June 30, 2002. US/C exchange
rate of 1.571 has been used.
15
Gerdau AmeriSteel Economies of Scale
  • Minimill Production and Capacity
  • The transaction will create the second largest
    North American minimill steel producer and a
    world class competitor

1 Represents 50 ownership in facility. 2 Based
on run rate production annualized for the month
of June 2002.
16
Gerdau AmeriSteel Product Diversification
  • The significantly expanded network of 11 mills
    will allow Gerdau AmeriSteel to serve the U.S.
    and Canadian markets in a more effective and
    efficient manner

17
Gerdau AmeriSteel Downstream Integration
  • Gerdau AmeriSteels mimimills will be integrated
    with 29 downstream steel fabricating and
    specialty product businesses
  • Approximately 18 total product shipments will be
    in downstream and specialty products, increasing
    profit margins and reducing earnings volatility

Co-Steel 2001 Product Mix 1
Gerdau AmeriSteel 2001 Product Mix 1
Shipments 2.4 million tons
Shipments 4.8 million tons
1 As a percentage of 2001 Trade
Shipments. 2 Co-Steel Other includes Epoxy
Rebar, Rounds Dowels.
18
Gerdau AmeriSteel Cost Savings
  • Management has conservatively estimated
    approximately 35 million in near-term annual
    cost savings, without any significant capital
    expense, to be realized as a result of the
    combination of Co-Steel and Gerdau North America
  • Additional synergies such as the adoption of best
    operating practices and coordination of
    manufacturing technologies have not been included
    in the 35 million figure but are expected to
    yield additional cost savings

19
Gerdau AmeriSteel - Accretive Transaction
  • Pro Forma 2002E Financial Performance
  • Excluding any near-term cost savings, pro forma
    2002E EBITDA is expected to be in a range between
    310 million and 330 million

1 Based on June 30, 2002 pro forma financials. 2
Based on management estimates. 3 May not add
due to rounding.
20
Gerdau AmeriSteel - Accretive Transaction
  • 2003E Growth Expectations
  • In fiscal 2003, Gerdau AmeriSteels growth is
    expected to be derived from price and volume
    increases resulting from Section 201 and CITT
    case rulings as well as improved operating
    efficiencies

1 Forecast EBITDA growth from 2002 to
2003. 2 Excluding synergies. 3 Based on
analyst estimates.
21
Gerdau AmeriSteel - Accretive Transaction
  • Pro Forma 2002E/2003E EPS
  • Based on management forecasts for the remainder
    of fiscal 2002, the proposed transaction is
    expected to be 0.10 to 0.20 accretive on
    consensus analyst 2002E EPS estimates of 0.10
  • If the growth rate assumptions for 2003 are
    applied to 2002E EBITDA, the implied pro forma
    EPS is in a range between 0.80 to 0.94, or
    approximately 14 to 34 accretive to consensus
    2003E EPS of 0.70
  • The effective tax rate used for 2003E is 30
    versus the IBES estimate of 15

1 Based on 2002E forecast results and 2003
estimated growth. 2 2002E Net Earnings calculated
based on annualized 6 month pro forma
depreciation and interest expense for the period
ended June 30, 2002 and a blended 30 tax rate.
22
Gerdau AmeriSteel Financial Strength
  • The transaction will immediately reduce net
    debt/LTM EBITDA (adjusted for non-recurring
    items) from 8.1x to 3.8x1 on a pro forma basis

43 Decrease
1 Based on pro forma net debt and annualized
EBITDA for the 6 months ending June 30,2002. 2 As
at June 30, 2002. 3 Including 125 million of
convertible debentures and net of 1.5 million of
cash for Co-Steel and 13.1 million of cash for
Gerdau AmeriSteel. 4 Excluding 125 million of
convertible debentures. 5 Based on a pro forma
balance sheet as at June 30, 2002.
23
Gerdau AmeriSteel Earnings Stability
  • On a pro forma basis, Gerdau AmeriSteels larger
    scale and higher margin products will provide
    greater earnings stability
  • Over the 5 year period from 1997 to 2001, the
    standard deviation of the change in EBITDA for
    Gerdau North America has averaged 15 compared to
    57 for Co-Steel

Standard Deviation on EBITDA1
1 Measured as the standard deviation of the
change in EBITDA from 1997 to 2001.
24
Gerdau AmeriSteel Management
  • Phil Casey - Chief Executive Officer and
    President
  • CEO of AmeriSteel since 1994
  • Chairman of Steel Manufacturers Association
  • Over 15 years of experience in the steel industry
  • André Bier Johannpeter - Chief Operating Officer,
    Canada
  • Currently Corporate Executive Vice President of
    Gerdau SA responsible for business operations in
    North America
  • Over 23 years of experience working in a wide
    range of areas for the Gerdau Group, including
    sales, human resources, information technology,
    and strategic planning
  • Mike Mueller - Vice President, US Operations
  • Appointed VP, Steel Mill Operations at AmeriSteel
    in 2001 after rejoining the company from Auburn
    Steel where he served as CEO since 1998
  • André Beaudry - Vice President, Marketing
  • Joined AmeriSteel as Vice President, Mill Product
    Sales in September 2001
  • President of Gerdau Courtice Steel from 1998
    until he joined AmeriSteel, and prior to that
    held a number of management positions at Gerdau
    Courtice Steel and Sidbec-Dosco
  • Tom Landa - Chief Financial Officer
  • VP and CFO of AmeriSteel since April 1995
  • 20 years of experience in various financial
    management positions with Exxon Corporation and
    its affiliates worldwide

25
Gerdau AmeriSteel Board Composition
  • The Board of Gerdau AmeriSteel will be comprised
    of 4 Co-Steel directors and 5 Gerdau directors

Independent directors.
26
Gerdau AmeriSteel Strong Sponsorship
  • Gerdau S.A. Overview
  • 101 years of tradition focused on steel
    production
  • Installed capacity of 12 million tons of steel
    under management
  • 22nd largest world steel producer (IISI)
  • Largest Latin American long steel producer
  • Distribution network with 70 sales points
  • 5 service centers for flat steel
  • 26 fabrication shops for civil construction
  • 19 steel plants (10 in Brazil, 9 abroad)
  • Shares listed on Brazilian stock exchanges since
    1947 and on NYSE (ADRs) since 1999

27
Gerdau AmeriSteel Strong Sponsorship
  • Gerdau S.A. Installed Capacity

12 MILLION TONS PER YEAR
ABROAD 4.3 million tons of crude steel 4.0
million tons of rolled products
BRAZIL 7.9 million tons of crude steel 5.2
million tons of rolled products
(1) Rolling mill, 38 owned JV
28
Gerdau AmeriSteel Strong Sponsorship
Gerdau S.A. Financial Summary
Output
Revenue
EBITDA
Net Income
29
Gerdau AmeriSteel Strong Sponsorship
Gerdau S.A. Leverage Ratios
1 Excludes monetary and exchange rate variations.
30
Gerdau AmeriSteel - Summary
  • Financial Rationale
  • Decreases Co-Steels leverage position
  • Improves profit margin and reduces earnings
    volatility
  • Creates significant cost synergies
  • Highly accretive to Co-Steel shareholders
  • Strategic Rationale
  • Creates a leading North American steel company
  • Complementary facilities create a leading long
    products player in North America
  • Improves product mix and reduces earnings
    volatility
  • Provides strong sponsorship of Gerdau SA

The transaction creates a better-positioned,
financially stronger industry leader in Gerdau
AmeriSteel
31
Gerdau AmeriSteel Comparable Company Analysis1
  • On a pro forma basis, Gerdau AmeriSteel compares
    favourably with its industry peers

Capacity
Revenues
Flat rolled
EBITDA Margins
Net Debt to EBITDA
1 Financial results for the last twelve months
ending June 30, 2002. 2 Pro forma financial
results annualized for the six months ending June
30, 2002. 3 Assumes US615 million of incremental
debt to finance purchase of Birmingham Steel plus
the addition of US70 million of
EBITDA. 4 Assumes US175 million proceeds from
June 17, 2002 equity offering filing are used to
repay debt.
32
Enhancing Shareholder Value
  • August 13, 2002

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