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Contents Fast Read : Summary
03
Iochpe-Maxion : Corporate Profile
10
Highlights
13
Key Indicators
16
Opening Message
18
Strategy
19
Markets
21
Subsidiary and Joint Venture
25
Production Process
28
Competitive Edge
35
Cash Flow and Value Added Statement
37
Financial Performance
39
Liquidity and Debt
46
Risk Management
47
Our Stock as an Investment
49
Corporate Governance
52
Outlook
60
Corporate Information
61
01.
Fast Read: Summary
This summary was prepared to provide a broad, fast and concise overview of Iochpe-Maxion’s 2006 Annual Report. Further details on the performance for the period are available in the complete version.
Iochpe-Maxion: Profile Iochpe-Maxion S.A. is the largest Brazilian manufacturer of commercial vehicle wheels and frames, and railway freight cars and railway castings, with a high market share in these segments. A publicly-held company since 1984, its control is shared between Companhia Iochpe and BNDESPar. With administrative headquarters in São Paulo, the Company operates through two controlled companies that have six manufacturing plants and, together, directly employ more than 6,000 people. Iochpe-Maxion’s products are sold in over 40 countries across the world.
Net Operating Revenue by Company – 2006 (%) 34 Amsted Maxion
7 Automotive Components Division
59 Wheel and Frames Division
66 Maxion Sistemas Automotivos
Shareholder Structure – Controlling Shareholders – 12.31.2006 Shareholders
Voting
Non-voting
Total
Shares %
Shares %
Shares %
Companhia Iochpe (*)
74.6
0.4
26.1
BNDES Participações S.A. – BNDESPar (**)
21.8
27.6
25.6
Other Total
3.6
72.0
48.3
100.0
100.0
100.0
(*) Including the direct and indirect interest of shareholders of Companhia Iochpe in Iochpe-Maxion. (**) Including the interest of Fundo de Participação Social – FPS, a government social contribution fund. Companhia Iochpe and BNDESPar have their Iochpe-Maxion common shares linked to a shareholders’ agreement.
Annual Report 2006
p.
Fast Read: Summary
Iochpe-Maxion: Profile (cont’d) Maxion Sistemas Automotivos Ltda. This subsidiary has two divisions: Wheel and Frames Division This division manufactures steel wheels for trucks, buses and agricultural machinery, in addition to complete frames, side rails and cross-members for trucks, buses and light commercial vehicles, as well as structural stamped parts for passenger cars. Its industrial facilities are located in the cities of Cruzeiro, in the state of São Paulo, and Resende, in the state of Rio de Janeiro.
Annual Report 2006
Automotive Component Division This division operates in the segment of auto parts for passenger cars, specializing in sets of structural welded stamped parts, handbrake levers, pedal sets, latches and locks, besides cylinders and keys. Its manufacturing plant is located in the city of Contagem, in the state of Minas Gerais. Amsted Maxion Fundição e Equipamentos Ferroviários S.A. This joint venture with Amsted Industries manufactures railway freight cars, industrial and railway castings, in addition to railway wheels. Its manufacturing plants are located in the cities of Cruzeiro, Osasco and Hortolândia, all located in the state of São Paulo.
p.
Fast Read: Summary
Economic and Financial Performance In 2006, consolidated net operating revenue totaled R$1,248 million, a 17% decrease compared to the previous year. Ebitda amounted to R$163 million – a 21% reduction – while net income totaled R$58 million (earnings per share of R$1.085), a 20% decrease in comparison to R$72 million (earnings per share of R$1.355), obtained in 2005. Our main indicators are as follows:
Ebitda margin – % net revenue
Net Operating Revenue – R$ million
Net Result – R$ million
16.8 13.1
2002
2003
14.1
13.7
13.0
2004
2005
2006
1,494
72 1,248
1,099
58
51
676 411
2002
2003
2004
2005
2006
Exports – US$ million
(24)
(5)
2002
2003
2004
2005
2006
4.6
4.8
4.6
2004
2005
2006
Net Margin – % net revenue 119 96
24
2002
33
2003
2004
2005
2006
Ebitda – R$ million
2002
2003
1.5 1.3
163
156
2002
-0.8
Net Debt/Ebitda Ratio – Ratio 205
69
-5.9 47
89
2003
2004
2005
Annual Report 2006
2006
2002
2003
0.6
0.6
2004
2005
0.8
2006
p.
Fast Read: Summary
Strategy The Company’s strategic planning is based on combining growth with financial discipline, the constant enhancement of its business portfolio and the maintenance of its operating margins. The main guidelines of this strategy are:
wheels in China and moving into the segment of sets of structural welded stamped parts for passenger cars; * New businesses presenting synergies with current activities.
* Production capacity growth in line with domestic demand expansion; * Increase exports, primarily of commercial vehicle wheels and industrial and railway castings; * New products and markets, such as manufacturing commercial vehicle
Domestic Market Our main customers in the automotive segment are the Brazilian automakers. The table below breaks down automakers’ production and export of vehicles for the periods shown, expressed in thousand of units.
Segment Passenger cars
Our Markets in 2006
Production 2006
Export
2005 Change (%)
2006
2005 Change (%)
2,090.1
2,009.5
4.0
637.2
684.3
(6.9)
Light commercial vehicles
376.8
365.6
3.0
152.7
155.6
(1.8)
Trucks
105.6
117.9
(10.4)
38.6
38.3
0.9
Buses
33.9
35.2
(3.9)
16.2
18.9
(14.6)
2,606.3
2,528.3
3.1
844.7
897.1
(5.8)
46.1
52.9
(12.9)
22.4
30.7
(26.9)
Total vehicles Agricultural machinery Source: Anfavea.
In the railway segment, the domestic market for freight cars experienced a substantial retraction. Sales Freight cars (units) Railway wheels (units)* Railway castings (tonnes)*
The following table breaks down the domestic demand in the railway segment for the periods shown: 2006
2005 Change (%)
3,605
7,270
(50.4)
55,594
48,231
15.3
3,270
5,100
(35.9)
Source: Amsted Maxion estimates. * Only replacement market. Does not include railway wheels and castings used in the assembly of new freight cars.
Annual Report 2006
p.
Fast Read: Summary
Our Markets in 2006 (cont’d)
Share Performance
Exports Iochpe-Maxion’s exports increased over 2006, amounting to US$119 million, a 24% growth in Dollars (11% in Reais) compared to 2005, accounting for 21% of consolidated net operating revenue in 2006 (15% in 2005).
Daily Traded Volume – R$ thousand/day
Competitive Edge Iochpe-Maxion has competitive advantages that help it achieve results. Among them we highlight the following: * Financial discipline in capital expenditures; * Brand recognition; * Long-term relationships; * Market leadership; * Focus on market segments with growth potential; * Partnerships and technology; * Cost competitiveness; * Quality/Certifications; and * Qualified and experienced management.
Risk Management Iochpe-Maxion periodically monitors the most relevant risk factors. The main risks evaluated are the following ones: Financial risks: debt to Ebitda ratio, Average bank debt maturity, foreign exchange exposure, payroll and net sales ratio, and economic scenario. Commercial risks: competition and price pressure, and customer concentration.
3,456
26
47
2002
2003
443
2004
2005
2006
Daily Number of Trades – Trades/day 134
3
5
2002
2003
23
18
2004
2005
2006
Common Shares Price (MYPK3 x IBR-X) 2002 = 100 MPYK3 IBR-X
100
2,014
1,924
317
431
2005
2006
1,298 323 178
2002
2003
231 2004
Preferred Shares Price (MYPK4 x IBR-X) 2002 = 100 1,192 MPYK4 IBR-X
100
1,240 1,038
332 178
2002
Annual Report 2006
416
2003
231 2004
317
431
2005
2006
p.
Fast Read: Summary
Governance and Transparency Iochpe-Maxion’s corporate governance standards are aimed at addressing and strengthening its commitment to transparency, equal treatment of shareholders, accountability to all shareholders and corporate responsibility. The Company: • joined the São Paulo Stock Exchange’s (Bovespa) Level 1 of Corporate Governance in November 2005; • is included in Bovespa’s Corporate Sustainability Index (ISE); • introduced its Code of Ethics, a document that sets forth its principles of conduct in its relations with customers, employees, suppliers, creditors and shareholders, among other stakeholders;
Annual Report 2006
• i nstalled the Audit and the Variable Compensation Committees to advise the Board of Directors; • implemented procedures allowing employees to make anonymous and confidential comments related to accounting and control issues (Whistleblowing Policy); • has a Board of Directors with eight members, two of which are independent; • updated its investor relations site (www.iochpe-maxion.com.br), including several innovations, such as information on corporate governance, strategy, social responsibility and markets, more detailed financial sections and analysts’ coverage, in addition to the annual and social reports, presentations, conference calls and news.
p.
Fast Read: Summary
Sustainability
Outlook
Iochpe-Maxion believes the principles of corporate citizenship constitute a key element for its longterm sustainability. This understanding breaks down into a series of events, beginning with initiatives capable of fomenting the development of the cities where our industrial plants are located. Iochpe Maxion also shows its commitment to sustainability by setting forth a constructive dialog with employees and the community, and by adopting production procedures that align operating efficiency with respect for the environment. The Company supports the dissemination of social solutions through its contribution to Fundação Iochpe, which develops initiatives that use education to improve the quality of life and reduce inequality.
From the macroeconomic point of view, inflation control, moderate growth and interest rate reduction should be the key factors in 2007. Regarding the commercial vehicle segment, the best performance of the agricultural industry as a whole – as a result of better weather conditions and the recovery of agricultural commodities prices in the international market – should contribute to the expansion of the domestic demand for trucks and agricultural machinery. On the other hand, exports from automakers may suffer a retraction in 2007, due to the constant appreciation of the Real, which, in turn, may result that the Brazilian vehicle production may not keep up with the potential domestic demand growth. As far as the international market, the global demand will keep expanding, especially from Asian and East European countries, which will allow our direct exports to continue growing. In 2007, a decrease is expected in the domestic demand for railway equipment by major Brazilian operators, due to specific adjustments in each of them, while a potential recovery is expected as from 2008. In contrast to that, international demand for industrial and railway castings, including railway wheels, remains strong, which allows for the minimization of the effects arising from the domestic market decline.
Annual Report 2006
p.
02.
Iochpe-Maxion: Corporate Profile
Iochpe-Maxion origins can be traced back to 1918, when the Iochpe Group began its activities in the state of Rio Grande do Sul, initially in the timber industry. Over the years, the Company’s strategy was based on business diversification. However, as from the 1990s, it decided to specialize in the auto parts and railway equipment industries. The Company is currently the largest Brazilian manufacturer of commercial vehicle wheels and frames, and railway freight cars and railway castings. With administrative headquarters located in São Paulo, it operates through two controlled companies, generating more than 6,000 direct jobs in six manufacturing plants located in the states of São Paulo, Minas Gerais and Rio de Janeiro. In 2006, consolidated net operating revenue amounted to R$1,248 million, a 17% decrease compared to the previous year. Ebitda totaled R$163 million – a 21% reduction – while net income amounted to R$58 million (earnings per share of R$1.085), a 20% retraction compared to a net income totaling R$72 million (earnings per share of R$1.355), which was obtained in 2005. Iochpe-Maxion’s growth strategy is based on constantly enhancing its business portfolio, expanding its production capacity, increasing its exports, moving into new markets and product segments that have synergies with its current activities.
Annual Report 2006
Net Operating Revenue by Company – 2006 (%) 34 Amsted Maxion
7 Automotive Components Division
59 Wheel and Frames Division
66 Maxion Sistemas Automotivos
Maxion Sistemas Automotivos Ltda. This subsidiary operates through two divisions:
Leading domestic manufacturer of commercial vehicle wheels and frames, and railway freight cars and railway castings. In 2006, consolidated net operating revenue amounted to R$1,248 million, Ebitda totaled R$163 million, and net income reached R$58 million.
• Wheel and Frames Division This division manufactures steel wheels for trucks, buses and agricultural machinery, in addition to complete frames, side rails and cross-members for trucks, buses and light commercial vehicles, as well as stamped parts for passenger cars. At the end of 2006, it maintained the leadership in the domestic market for wheels and frames, with market shares of approximately 57% and 66%, respectively. With almost 84 thousand square meters, its manufacturing facilities are located in the cities of Cruzeiro, in the state of São Paulo, and Resende, in the state of Rio de Janeiro. The division generates approximately 3.5 thousand direct jobs and, in 2006, accounted for 59% of the Company’s consolidated net operating revenue.
p.10
Iochpe-Maxion: Corporate Profile
• Automotive Component Division This division operates in the segment of auto parts for passenger cars, specializing in sets of structural welded stamped parts, handbrake levers, pedal sets, latches and locks, besides cylinders and keys. Located in the city of Contagem, in the state of Minas Gerais, it has approximately 650 employees. In 2006, it accounted for 7% of the Company’s consolidated net operating revenue. Amsted Maxion Fundição e Equipamentos Ferroviários S.A. Amsted Maxion is a joint venture between Iochpe-Maxion and Amsted Industries, an American corporation and one of the world’s leaders in the development and use of technology in the railway castings industry. It manufactures railway freight cars, railway wheels, and industrial and railway castings. In 2006, it led its segment, with a market share of approximately 81%, in the
Annual Report 2006
domestic railway car market, and of 80%, in the railway castings market. Its manufacturing plants, located in the cities of Cruzeiro, Osasco and Hortolândia, in the state of São Paulo, have approximately 3.5 thousand employees. In 2006, Amsted-Maxion accounted for 34% of the Company’s consolidated net operating revenue. Global Reach The products manufactured by Iochpe-Maxion’s controlled companies are sold to over 40 countries across the globe. The United States, Latin America, Africa, Middle East, Europe, Canada and Mexico are the Company’s key markets. In 2006, exports totaled US$119 million, equivalent to approximately 21% of consolidated net operating revenue. This performance represented a 24% growth in Dollars (11% in Reais) compared to 2005, when sales abroad amounted to US$96 million.
p.11
Iochpe-Maxion: Corporate Profile
Stock Market Shareholder Structure – Controlling Shareholders – 12.31.2006 Shareholders
Voting
Non-voting
Total
Shares %
Shares %
Shares %
Companhia Iochpe (*)
74.6
0.4
26.1
BNDES Participações S.A. – BNDESPar (**)
21.8
27.6
25.6
3.6
72.0
48.3
100.0
100.0
100.0
Other Total (*) Including the direct and indirect interest of shareholders of Companhia Iochpe in Iochpe-Maxion. (**) Including the interest of Fundo de Participação Social – FPS, a government social contribution fund.
Companhia Iochpe and BNDESPar have their Iochpe-Maxion common shares linked to a shareholders’ agreement.
Iochpe-Maxion has been a publicly-traded company since 1984. Its control is shared between Companhia Iochpe and BNDESPar, both of which are represented in its Board of Directors. Between January and December 2006, the Company’s voting shares increased
19.4%, while its non-voting shares decreased 4.5%. At year-end 2006, market capitalization amounted to R$874 million.
Corporate Structure 12.31.06 Iochpe-Maxion S.A.
100.0%
Maxion Camponentes Estruturais Ltda.
50.0%
100.0%
Amsted Maxion Fun. e Equip. Ferroviários S.A.
Iochpe Holding LC
84.2%
15.8%
Maxion Sistemas Automotivos Ltda.
100.0%
100.0%
33.3%
Remon Resende Montadora Ltda.
Maxion Structural Componentes USA, Inc.
Operating Activities
Wheels and Frame Division
Automotive Components Division Some figures were rounded in order to simplify the chart.
Annual Report 2006
p.12
Newbridge Strategic Partners
03.
Highlights
Net Operating Revenue – (R$ million)
Exports – (US$ million)
1,494
119 1,248
1,099
96
676 411
2002
24
2003
2004
2005
2006
Gross Profit – (R$ million)
2002
33
2003
47
2004
2005
2006
Gross Margin – % net revenue 289
228
219
21.1 20.2
137
20.7 19.3
87
2002
17.6
2003
2004
2005
2006
Operating Income before Financial
2002
2003
2004
2005
2006
Ebit Margin – % net revenue
Expenses – Ebit (R$ million) 178 127
36
11.5
136
58
11.9 10.9
8.9 8.5
2002
2003
2004
2005
Annual Report 2006
2006
2002
2003
2004
2005
2006
p.13
Highlights
Ebitda – (R$ milli0n)
Ebitda Margin – % net revenue 205 163
156
69
2002
89 13.1
2003
2004
2005
2006
Net Banking Debt – (R$ million)
106
2002
16.8
115
2003
125
2002
2005
2004
13.7
2005
13.0
2006
Net Debt/Ebitda Ratio – Ratio 132
1.5 1.3
102
2004
2003
14.1
2006
2002
2003
0.6
0.6
2004
2005
0.8
2006
Net Result – R$ million 72 58
51
(24)
(5)
2002
2003
2004
2005
Annual Report 2006
2006
p.14
Highlights
Net Operating Revenue – Railway
Exports by destination – 2006 – %
Equipment (R$ million) 1,185 854 646
10 Africa/Middle East/Asia 9 Europe 7 Canada/Mexico
328
54 USA
120 20 South America
2002
2003
2004
2005
2006
Net Operating Revenue – Wheels and
Exports by product – 2006 – %
Chassis (R$ million) 809 626
731
37 Wheels 49 Industrial and Railway Castings
397 241
4 Railway Freight Cars
2002
2003
2004
2005
10 Frames
2006
Net Operating Revenue – Automotive Components (R$ million) 150 110
2002
114
2003
2004
92
90
2005
2006
Annual Report 2006
p.15
04.
Key Indicators
Key Indicators
2002
2003
2004
2005
2006
411
676
1,099
1,494
1,248
337
575
955
1,263
990
75
101
144
231
258
Railway Equipment
120
328
646
1,185
854
Wheels
114
192
301
346
323
Frames
127
205
325
463
407
Automotive Components
110
114
150
92
90
Gross Profit
87
137
228
289
219
Operating Income before Financial Expenses – Ebit
36
58
127
178
136
(18)
19
94
141
115
69
89
156
205
163
(24)
(5)
51
72
58
21.1%
20.2%
20.7%
19.3%
17.6%
8.9%
8.5%
11.5%
11.9%
10.9%
Revenue (R$ million) Net Operating Revenue Domestic Market Foreign Market Net Operating Revenue from
Result (R$ million)
Result of Operation Ebitda Net Result Margins (%) Gross Margin Ebit margin Operation Margin
(4.4%)
2.9%
8.6%
9.4%
9.2%
Ebitda margin
16.8%
13.2%
14.2%
13.7%
13.0%
Net Margin
(5.9%)
(0.8%)
4.6%
4.8%
4.6%
Gross Banking Debt
134
131
176
177
221
Net Banking Debt
106
115
102
125
132
Indebtedness and Liquidity (R$ million)
Cash and Investments
28
16
74
52
88
Total Assets
399
431
631
675
694
Shareholders’ Equity
157
152
186
230
265
Net Debt/Ebitda (x)
1.5
1.3
0.6
0.6
0.8
Capital Expenditures
37
41
54
84
68
Annual Report 2006
p.16
Key Indicators
Key Indicators
2002
2003
2004
2005
2006
Shares Earnings per share (R$/share) – adjusted for 2005 reverse split of shares
(0.45)
(0.10)
0.95
1.36
1.09
Market Capitalization (R$ million)
61
201
744
901
874
Traded Shares Volume (R$ thousand/day)
26
47
416
443
3,456
Dividends (R$ million)
-
-
16
28
23
Dividends per Non-voting Share (R$ per non-voting share – adjusted for reserve split of shares)
-
-
0.28
0.55
0.44
3,349
4,267
6,069
6,310
5,870
123
158
181
237
213
Exports (US$ million)
24
33
47
96
119
Taxes, Fees and Contributions (R$ million)
59
71
150
101
121
Salaries, Benefits and Social Charges (R$ million)
66
105
165
193
213
Railroad Wheels (thousands of units)
935
1,173
1,468
1,486
1,532
Railway Wheels (thousands of units)
30
27
25
19
48
Railway Freight Cars (units)
294
2,028
4,225
6,455
3,007
Castings (thousand tonnes)
10
13
24
49
67
Additional Data Consolidated number of Employees Revenue per Employee (R$ thousand/employee)
Volume of Products Sold
Annual Report 2006
p.17
05.
Opening Message
At year-end 2006, Iochpe-Maxion recorded a R$58 million net income, which, despite being equivalent to a 20% reduction compared to the previous year, represents the Company’s ability to adapt to a period of retraction in key markets, primarily railway cars, trucks and agricultural machinery. As a result, the Company sought to address this issue adequately by, on the one hand, managing the drop in demand – by mitigating its impact on results – and, on the other hand, pursuing growth opportunities in other areas. Amsted Maxion, for instance, (i) minimized the domestic demand retraction by substantially expanding its exports of castings – especially to the United States – (ii) concentrated the assembly of railway cars in its plant in Hortolândia; (iii) and adjusted the number of employees to the new demand level. In the Wheel and Frames Division, which also focused on increasing its foreign sales, one of the highlights was the decision of diversifying geographically its manufacturing plants, by opening a commercial vehicle wheel factory in China. With investments of approximately US$15 million, the first phase of the new factory should be completed in the beginning of 2008, with operations scheduled to begin in the same year.
In 2007, as a result of a common initiative of the Wheel and Frames Division and the Automotive Components Division, the Company will begin to supply sets of structural welded stamped parts for Fiat’s new passenger car model, paving the way for similar businesses in the segment of structural parts for passenger cars. Another highlight in 2006 was the conclusion of a secondary offering of non-voting shares issued by IochpeMaxion, resulting in higher free float and in increased volume of trades and liquidity, conditions that are paving the way for Iochpe-Maxion to attract new institutional investors. For 2007, our planning is focused on: (i) expanding our production capacity, especially in the Wheels and Frames Division, including the project of manufacturing commercial vehicle wheels in China; (ii) starting-up the production of sets of structural welded stamped parts for passenger cars; (iii) continuous increasing of our exports, especially at Amsted-Maxion; and (iv) expanding our product and service lines, always aimed at obtaining synergies with existing businesses.
In 2006, net income amounted to R$58 million, as a result of the demand reduction in the Company’s key markets. Adequate management of the drop in demand of key markets and pursuit of growth opportunities. New commercial vehicle wheels factory in China.
Dan Ioschpe Chief Executive Officer
Annual Report 2006
p.18
06.
Strategy
Iochpe-Maxion remains committed to a strategic plan based on promoting growth with financial discipline, constantly enhancing its business portfolio, and maintaining operating margins. The main guidelines of this strategic vision are: • Production capacity increase: A Iochpe-Maxion will continue expanding its manufacturing plants and increasing its production capacity in order to adjust itself to demand growth. It will also continue to update products and production processes so as to assist its customers in a complete and differentiated way, strengthening its leading position in the domestic market and increasing its presence in the international area.
Annual Report 2006
Capital Expenditures – R$ million 84 68 54 37
41
2002
2003
2004
2005
2006
Our strategic plan is based on combining growth with financial discipline, constantly enhancing our business portfolio and maintaining operating margins. Growth-related guidelines: production capacity increase, expansion of exports, new products and markets, and new businesses that have synergies with current activities.
p.19
Strategy
• Expansion of exports: Iochpe-Maxion intends to expand its activities in the international market, primarily through commercial vehicle wheels, and industrial and railway castings. Accordingly, it intends to decrease its exposure to risks related to demand shifts in the domestic market. • New products and markets: Iochpe-Maxion’s goal is to continue expanding its product lines, by moving into market niches that have synergies with its current product portfolio or with its customer portfolio, such as the project of sets of structural welded stamped parts for passenger cars. In addition, it will continue developing new markets for its current products, such as the project for manufacturing commercial vehicle wheels in China for export to neighbouring countries. • New businesses: the Company is constantly evaluating growth opportunities through acquisitions that have synergies with its current business or customer portfolios.
Exports – US$ million 119 96
24
2002
33
2003
47
2004
2005
2006
A strategic move towards China Presence in China means higher competitiveness. On one hand, it represents the alliance of differentiated costs of the Chinese economy - cost of equipment, raw material, labor, logistics and taxation – to the recognized excellence of products with the Maxion brand. On the other hand, it means the possibility of continuing to increase the production capacity, taking advantage of the opportunities of a region with growing demand. A new experience that will make way for expansion in other countries that, as China, combine competitive cost and large growth potential.
Annual Report 2006
p.20
07.
Markets
Domestic Market Net Operating Revenue by Segment in
Brazilian Production of Commercial
2006 – (%)
Vehicles(*) – thousand units
21 Exports
323
56 Automakers operating in Brazil
23 Railway Operators 4 Light Commercial Vehicles
524
30 Trucks
572
562
2005
2006
381
Influenced by the retraction in the agricultural segment, demand in the Company’s key markets decreased in 2006.
9 Buses 7 Passenger cars 6 Agricultural Machinery
2002
2003
2004
* Trucks, buses, light commercial vehicles and agriculture
( )
machinery.
In 2006, Iochpe-Maxion’s key markets were unable to repeat the good performance of 2005, when its growth was much higher than the expansion of the Brazilian economy as a whole.
Annual Report 2006
Overall, demand decreased primarily due to income reduction in the agricultural sector, which had a direct impact on the demand for agricultural machinery and trucks.
p.21
Markets
Domestic Market (cont’d) The domestic market increase in the segment of buses, light commercial vehicles and passenger cars was largely offset by the decline in automakers’ exports. In other words, the domestic market growth did not fully translate into production increase. Despite being positively influenced by the election year, bus production had a 4% decrease. On the other hand, the markets for
Segment Passenger cars
cars and light commercial vehicles had a substantial growth, resulting in a production increase of 4% and 3%, respectively. This expansion is explained to a great degree by the drop in interest rates and the credit facilities offered to end consumers. The table below breaks down Brazilian production and export of vehicles and agricultural machinery for the periods shown:
Production 2006
2005 Change (%)
2006
2005 Change (%)
4.0
637.2
684.3
(6.9)
365.6
3.0
152.7
155.6
(1.8)
117.9
(10.4)
38.6
38.3
0.9
33.9
35.2
(3.9)
16.2
18.9
(14.6)
2,606.3
2,528.3
3.1
844.7
897.1
(5.8)
46.1
52.9
(12.9)
22.4
30.7
(26.9)
2,090.1
2,009.5
Light commercial vehicles
376.8
Trucks
105.6
Buses Total vehicles Agricultural machinery
Export
Source: Anfavea.
Trucks, a heavy market Why does the truck market deserve to be highlighted in Iochpe-Maxion’s Annual Report? The answer is simple and direct: because the demand for wheels and chassis, Iochpe-Maxion’s largest segment, mostly arises from the Brazilian production of trucks, followed by buses, light commercial vehicles and agricultural machines. Due to the company’s high market share, a production growth of these vehicles will represent growth also for Iochpe-Maxion.
Annual Report 2006
p.22
Markets
Domestic Market (cont’d) In 2006, the domestic market for railway cars experienced a substantial decline when compared to the volumes presented in 2005. The following table breaks down the domestic demand in the Company’s railway segment for the periods shown:
Brazilian Market of Railway Freight Cars units
7,270 5,642 3,605 2,459
294 2002
2003
2004
2005
2006
Sales
2006
2005 Change (%)
Freight cars (units)
3,605
7,270
55,594
48,231
15.3
3,270
5,100
(35.9)
Railway wheels (units)* Railway castings (tonnes)*
Reduction: demand in the railway car market was not as strong as in 2005.
(50.4)
Source: Amsted Maxion estimates. * Only replacement market. Does not include railway wheels and castings used in the assembly of new freight cars.
Annual Report 2006
p.23
Markets
Exports As part of its strategy to reduce its reliance on the domestic market, Iochpe-Maxion sought to give a special focus to exports. The Company’s exports increased during 2006 and, at year-end, amounted to US$119 million, a 24% growth in Dollars (11% in Reais) compared to 2005, accounting for 21% of consolidated net operating revenue (15% in 2005). In the comparison between 2005 and 2004, the Company’s exports had already presented a growth in Dollars higher than 100%. In 2006, castings and railway wheels accounted for the highest growth among exports, reaching more than 50% growth, equivalent to close to 49% of consolidated exports. Commercial vehicle wheels, in its turn, accounted for 37% of the exports portfolio, 10% originated in the frames segment and 4% in the freight railcars segment. The United States, Latin America, Africa, Middle East, Europe, Canada and Mexico are the key destinations for Iochpe-Maxion’s products.
Annual Report 2006
Exports by Destination – 2006 – (%) 10 Africa/Middle East/Asia 9 Europe 7 Canada/Mexico 54 USA 20 South America
Focus on exports to tackle the slowdown in domestic market demand. In 2006, foreign sales amounted to US$119 million – a result 24% higher in Dollars when compared to 2005.
p.24
Subsidiary and Joint Venture
08.
Maxion Sistemas Automotivos Maxion Sistemas Automotivos operates through two divisions: Wheel and Frames Division and Automotive Components Division: Wheel and Frames Division In 2006, Maxion Sistemas Automotivos’s Wheel and Frames Division recorded a 10% decline in its net operating revenue, compared to 2005, amounting to R$731 million, equivalent to 59% of Iochpe-Maxion’s consolidated net operating revenue in the period (54% in 2005). Revenue Wheels and Frames Division (R$ million) 809 626
731
397 241
2002
2003
2004
2005
2006
The Company felt the retraction of the domestic production of trucks and agricultural machinery. The effects of this decline were partially offset by the exports of commercial vehicle wheels and frames, which had a combined 25% growth in Dollars (11% in Reais), amounting to US$56 million and accounting for 17% of the Division’s revenue (13% in 2005). The United States remain the key destination for the Company’s exports.
Annual Report 2006
The frames segment – which includes side rails, cross-members, stamped parts and complete frames – accounted for 56% of the Division’s net operating revenue (57% in 2005) or R$407 million, maintaining a leading position in the domestic market, with a market share of approximately 66%. Net operating revenue for the wheels segment – wheels for agricultural, commercial and off-road vehicles – amounted to R$323 million, or 44% of the Division’s net operating revenue (43% in 2005), a 7% decrease compared to the previous year, maintaining the leading position in the domestic market, with a market share of approximately 57%. In 2006, the Wheel and Frames Division continued investing in technology as a tool for the enhancement of the production process, improvement of quality, and increase of production capacity and the competitiveness of its products. In this area, one innovation was the introduction of an Italian equipment – known as “Leonardo” – that inspects one-by-one each tubeless tire wheel manufactured in the automated production lines, ensuring the quality of the process and of the product.
Growing exports in the Wheels and Frames Division: US$56 million, 25% increase in Dollars (11% in Reais) compared to 2005.
p.25
Subsidiary And Joint Venture
Wheel and Frames Division (cont’d) From the operating and strategic viewpoint, an important development of 2006 was Iochpe-Maxion’s decision to install a new commercial vehicle wheel manufacturing plant in China. With an investment estimated in US$15 million, the first phase of the new plant should be completed by the beginning of 2008. The entire production of 600,000 wheels/year will be exported to markets geographically close to China. After the ramp-up period, the new plant should generate additional net revenue of approximately US$30 million/year. Also at the end of 2006, the Division began to export side rails and stamped parts for the military vehicle Humvee, manufactured by US automaker AM General, based on a long-term contract that should generate approximately US$9 million per year. One of the main projects for 2007 is the production of sets of structural stamped parts for Fiat’s new passenger car scheduled to be launched in Brazil in the first half of the year. A result of the partnership with the Automotive Components Division, this deal should generate additional annual revenue of approximately R$40 million, after the ramp-up period.
Annual Report 2006
Automotive Components Division The Automotive Components Division ended 2006 with net operating revenue amounting to R$90 million, a 2% decrease in comparison to 2005, accounting for a 7% share in IochpeMaxion’s consolidated net operating revenue (6% in the previous year). The reduction in net operating revenue was also due to the effect of the sale of assets related to the window raiser mechanism business, which accounted for 11% of the Division’s net operating revenue in 2005, as the domestic production of passenger cars increased 4% in 2006, benefiting the Division’s businesses. In 2006, the Division managed to add relevant orders to its portfolio and increase the relationship with Brazil’s biggest automakers. In partnership with the Wheel and Frames Division, the Automotive Components Division will be the supplier of structural welded stamped parts for Fiat’s new car, the launching of which is scheduled for 2007.
The commercial vehicle wheel manufacturing plant in China should start operating in 2008. Despite a 2% revenue decrease, the margins of the Automotive Components Division were much closer to those the Company believes to be adequate. Partnership with the Wheel and Frames Division: sets of structural welded stamped parts for Fiat’s new vehicle.
p.26
Subsidiary And Joint Venture
Amsted Maxion Fundição e Equipamentos Ferroviários S.A. Amsted Maxion, a joint venture between Iochpe-Maxion and Amsted Industries, recorded in 2006 net operating revenue amounting to R$854 million, representing a 28% drop, compared to the R$1,185 million level reached in 2005. Revenue Amsted Maxion – (R$ million) 1,185 854 646 328 120 2002
2003
2004
2005
2006
The share in consolidated net operating revenue also declined, from 40% in 2005 to 34% in the last year. This performance is directly related to the substantial reduction in the domestic market for railway freight cars. It is also worth to mention that the market drop experienced by AmstedMaxion in 2006 was partially offset by the expansion in sales of industrial and railway castings, especially abroad, and particularly to the US market. In the comparison between 2006 and 2005, Amsted-Maxion’s exports increased 23% in Dollars (11% in Reais), from US$102 million in 2005 – equivalent to 21% of the Company’s net operating revenue in that year – to US$125 million in 2006, equivalent to 32% of its net operating revenue.
Annual Report 2006
Despite the revenue decline, the Company maintained in 2006 its leading position in its market segments, accounting for 81% of the domestic market for railway freight cars, 80% of the domestic market for railway castings, and 46% of the domestic market for industrial castings. In order to remain the leading name in its industry, Amsted Maxion kept investing in 2006. The railway wheel production capacity was increased and it was implemented the electronic control in its furnaces, which resulted in better quality and higher productivity. From the strategic viewpoint, one of the key advances was the certification from AAR (Association of American Railroads) for the railway wheels, ensuring the quality of products and processes based on high standards. The AAR certification, as one of the world’s most important and recognized certifications, provides potential of customer portfolio expansion, especially in the United States, the most relevant market on a global scale. With the expected decrease in domestic demand for railway freight cars in 2007, the Company adjusted its production structure to the new level, concentrating the assembly of railway cars in its plant in Hortolândia and reducing the number of employees in all of its plants.
Maintenance of its leading position in the railway equipment domestic market in 2006. Exports totaled US$125 million, a 23% growth in Dollars (11% in Reais). AAR (Association of American Railroads) Certification: guarantee of quality, potential expansion of customer portfolio.
p.27
Annual Report 2006
E-coat painting (anti-corrosion treatment)
Pre-treatment, painting and finishing
Parts assembly by welding and/or rivets
Powder painting
Assembled frames
Pickling and sectioning of plates
Steel Hot Rolled Coils
Assembly
Preparation
Raw material reception
Siderails, crossmembers and stamped parts
Delivery
Siderails, crossmembers and other stamped components
Manufacturing Process of Chassis, Siderails, Crossmembers and Stampedparts
Light, medium and heavy pressing (shape and perforation)
Shaping
Production Process
09.
p.28
Annual Report 2006
p.29
Redimensioning as per specifications
Oil/painting protection
Painting
Electric furnaces
Metal material center (Scrap steel and others)
Machining
Melting
Raw material reception
Railway and Industrial Casting Manufacturing Process
Molten Steel pouring in the molds
Pouring (Molten Steel)
Railway and industrial castings
Adjustment of steel microstructure
Heat Treatment
Annual Report 2006
p.30
Adjustment of steel microstructure
Heat Treatment
Metal material center (Scrap steel and others)
Raw material reception
Redimensioning as per specifications
Machining
Electric furnaces
Melting
Railway Wheel Manufacturing Process
Ultrasound, magnetic particle testing, among others
Inspection
Molten Steel pouring in the molds - Graphite molds
Controlled Pressure Pouring
Railway wheels
Wheel cooling
Cooling
Annual Report 2006
p.31
Railway castings and third-party parts assembly
Freight car assembly
Brake system, steel plates, etc
Parts purchased from third-parties
Freight Car Manufacturing Process
Railway and industrial castings
Railway wheels
Annual Report 2006
p.32
Disk Manufacturing
Disks
Steel plates
Raw Material Reception
Vehicle Wheel Manufacturing Process
Spinning profile, stamping perforations and lathing
Shaping
Cutting plate
Cutting
Disk
1
Annual Report 2006
p.33
Ring Manufacturing
“Blank�
Steel hot rolled coil
Raw Material Reception
Vehicle Wheel Manufacturing Process
Calendering and welding, rolling, expanding and stamping valve perforation
Shaping
Cutting coil
Cutting
Ring
2
Annual Report 2006
p.34
1+2
Ring and Disk Junction
Top-coat or powder painting
Assembling (ring + disk), welding and machining disk internal face
Assembly
Vehicle Wheel Manufacturing Process
Commercial vehicle wheels
Delivery
Automated quality inspection automated
Quality control
E-coat painting (anti-corrosion coating)
Pre-treatment and Finishing (e-coat plus top-coat painting)
10.
Competitive Edge
Over the years, Iochpe-Maxion has developed important competitive advantages that help to achieve better results, creating value perceived by the market and by all those who, directly or indirectly, participate in its daily operations. Among the competitive advantages, we can highlight the following ones: • Financial discipline in its investments: Iochpe-Maxion carefully analyzes new investment projects, prioritizing opportunities that provide adequate return, without compromising its capital structure. As an essential part of the Company’s culture, this concept is also the starting point for creating ideas, projects and solutions. • Brand recognition: Maxion is a leading name in its market segments, a brand that the market associates with attributes, such as competitiveness, quality, punctuality and reliability.
• Long-term relationship: IochpeMaxion values long-term commercial relationships. In practical terms, this principle is reflected in the involvement and interaction the Company maintains with almost its entire customer portfolio, both in Brazil and abroad. • Leadership: Iochpe-Maxion is a leader in the segments that account for the most of its net operating revenue, such as wheels and frames for commercial vehicles, railway freight cars and railway castings. Its recognized leadership position enables the Company to achieve economies of scale, which is always a relevant competitive advantage. • Focus on market segments with growth potential: Iochpe-Maxion operates in market segments whose growth potential is higher than that of Brazil’s GDP due to highway and railway expansion and enhancement projects, in addition to the need for renewing of their respective fleets.
Financial discipline in its investments: adequate return, without compromising the capital structure. Presence in segments with growth potential. Brand recognition: competitiveness, quality, punctuality and reliability attributes.
The safe net of financial discipline For Iochpe-Maxion, financial discipline is translated into the constant generation of growth and investment projects that show an adequate return. This vision is even more important when taking into account the segment in which the company operates and the general context of the economy, sometimes influenced by high fluctuations. Financial discipline is a way to focus on sustainable business growth.
Annual Report 2006
p.35
Competitive Edge
• Partnerships and technology: Iochpe-Maxion has established partnerships with worldwide technology leaders in key segments of its various industries. An example of this differential is its partnership, through Amsted-Maxion, with Amsted Industries, the main US manufacturer of railway castings and worldwide leader in the development of technologies and products for the railway industry. Through this partnership, the Company has access not only to new production techniques, but also to differentiated projects and markets. Amsted-Maxion has a complete digital mapping of Brazil’s railway grid, a feature that enables it to perform virtual simulations that result in efficiency and safety gains, optimization of costs, and reduction in the lead time for developing new projects. • Competitive cost: the focus on technology and the priority given to structuring modern and updated manufacturing plants enables IochpeMaxion to promptly address domestic market demands, in addition to promoting exports efficiently and competitively. Competitive production costs are also the result of vertical integration in some areas and specialization in some key processes and use of certain raw materials, such as steel. Production techniques and the use of updated equipment provide the Company with flexibility to offer its customers different production processes that meet specific needs, timely and at competitive costs.
Annual Report 2006
• Quality: the quality of the products and processes used are recognized internationally and certifications are granted by renowned governmental bodies and independent organizations. The Company is a certified supplier of major automakers and railway operators. Such a differential can be an opportunity for addressing new demands in both the domestic and international markets.
Focus on technology, modern and updated manufacturing plants. Recognized products and processes and internationally certified.
• Main certifications: - Wheels and Frames Division of Maxion Sistemas Automotivos: ISO/TS 16949, ISO 14001 and OHSAS 18000, certified by Bureau Veritas Quality International (BQVI); - Automotive Components Division of Maxion Sistemas Automotivos: ISO / TS 16949, certified by Bureau Veritas Quality International (BQVI); - Amsted Maxion: ISO 9001 certified by Lloyd’s Register and AAR (Association of American Railroads) M1003 certified by IQC Inc. • Qualification: Iochpe-Maxion’s management team has broad experience in its market segments, which has contributed to the growth of the Company’s key performance parameters over the last years. In 2006, it invested R$2,3 million in qualification and training initiatives.
p.36
Cash Flow and Value Added Statement
11.
Statements of Cash Flows - Indirect Method Years ended December 31, 2006 and 2005 (In thousands of Reais)
Consolidated 2006 2005
Cash flows from operating activities Net income for the year
57,780
72,131
26,292
27,119
5,761
5,382
483
784
Provision for contingencies
10,407
8,834
Reversal of Cofins provision
(8,609)
-
Decrease (increase) in accounts receivable
31,236
(27,865)
Reduction in inventories
19,737
9,448
(19,957)
(1,748)
Adjustments to reconcile net income to cash and cash equivalents generated by operating activities Depreciation and amortization Deferred taxes from current and non-current assets Residual cost of property, plant and equipment written-off
Variations in assets and liabilities
Reduction in suppliers (Increase) decrease in other accounts receivable, taxes recoverable and other accounts (Decrease) increase in other accounts payable, provisions and other accounts (Reduction) increase in income tax and social contribution Net cash and cash equivalents generated by operating activities
(3,982)
3,460
(29,312)
(28,294)
(994)
(8,264)
88,842
60,987
(67,751)
(84,011)
(117)
-
(67,868)
(84,011)
Cash flows from investing activities Acquisition of property, plant and equipment Acquisition of deferred assets Net cash and cash equivalents invested in investing activities Cash flows from financing activities Loans taken out Payment of loans/debentures Interest paid for loans/debentures Payment of dividends Net cash and cash equivalents originated by (invested in) financing activities Statement of increase (decrease) in cash and cash equivalents
275,506
305,241
(231,880)
(289,928)
-
-
(28,385)
(14,253)
15,241
1,060
36,215
(21,964)
At the beginning of the year
51,962
73,926
At the end of the year
88,177
51,962
36,215
(21,964)
Increase (decrease) in cash and cash equivalents
Annual Report 2006
p.37
Cash Flow and Value Added Statement
Value Added Statement Years ended December 31, 2006 and 2005 (In thousands of Reais)
Consolidated 2006 2005
Income (expenses) Sales of products and services provided
1,601,863
Reversal (allowance) for doubtful accounts and contingencies
1,814,386
11,563
(1,328)
(22,158)
(20,272)
1,591,268
1,792,786
Raw materials consumed
890,668
1,066,512
Costs of products sold and services provided
122,661
148,599
Materials, energy, third-party services and other
133,972
142,407
1,147,301
1,357,518
443,967
435,268
(26,292)
(27,119)
417,675
408,149
6,914
3,616
Non-operating income Inputs acquired from third parties (including ICMS and IPI)
Gross value added Retentions Depreciation and amortization (Reduced) net value added produced (consumed) by the Company and its subsidiaries Value added received in transfer Financial income
6,914
3,616
424,589
411,765
200,728
177,543
11,842
15,425
Federal
99,100
118,747
State
21,331
(17,955)
369
277
Interest
28,307
40,734
Rentals
5,119
4,854
22,789
28,442
Total value added to distribute Value added distribution Employees Personnel and social charges Employees’ profit sharing Taxes
Municipal Financing entities
Interest on own capital and dividends Legal reserve Investment and working capital statutory reserve
Annual Report 2006
p.38
2,890
3,607
32,114
40,091
424,589
411,765
12.
Financial Performance
Net Operating Revenue Breakdown Net operating revenue by company, division and segment – in R$ million, except change 2006
2005
Change 06/05 (%)
Market
Market
Market
Domestic
Export Total Domestic
Export Total Domestic
Export
Total
Maxion Sistemas Automotivos Wheel and Frames Division
610
121
731
701
108
809
(13.0)
11.4
(9.7)
Frames/side rails/stamped parts
382
26
408
440
23
463
(13.2)
13.0
(11.9)
Commercial vehicle, agricultural machinery and off-road wheels
228
95
323
261
85
346
(12.6)
11.8
(6.6)
89
1
90
91
1
92
(2.6)
66.7
(2.2)
Amsted Maxion Fund. e Equip. Ferrov.
583
271
854
940
245 1,185
Railway freight cars/boogies
453
22
475
841
Automotive Components Division
66
(38.0)
10.7
(28.0)
907
(46.1)
(66.7)
(47.6)
Railway wheels
36
31
67
11
13
24
227.3
138.5
179.2
Railway/industrial/truck castings
94
218
312
88
166
254
6.8
31.3
22.8
(291)
(136)
(427)
(470)
(122)
(592)
257 1,247
1,263
(21.6)
11.2
(16.5)
(-) Consolidation adjustments Iochpe-Maxion – consolidated
990
231 1,494
Net operating revenue breakdown by sector – in R$ million, except change Sector Automakers located in Brazil
2006
2005 Change 06/05 (%)
700
793
(11.7)
611
702
(13.0)
89
91
(2.1)
Brazilian railway operators
291
470
(38.0)
Exports
257
231
11.2
1,248
1,494
(16.5)
2006
2005 Change 06/05 (%)
- buses, trucks, light commercial vehicles and agricultural machinery - passenger cars
Iochpe-Maxion – consolidated
Volume of goods sold Units sold Commercial vehicle wheels (thousands of units) Railway wheels1 (units) Railway freight cars (units) Castings1 (tonnes)
1,532
1,486
3.1
47,915
18,663
156.7
3,007
6,455
(53.4)
66,995
49,128
36.4
1Only replacement market, does not include railway wheels and castings used in the assembly of new railway cars.
Annual Report 2006
p.39
Financial Performance
Net Operating Revenue Breakdown (cont’d) Domestic market share 2006 2005 Domestic Market Domestic Market
Company Maxion Sistemas Automotivos Frames/side rails/stamped parts
66%
67%
Commercial vehicle, agricultural machinery and off-road wheels
57%
57%
Railway freight cars
81%
84%
Railway wheels
46%
16%
Railway castings
80%
80%
Industrial castings
46%
42%
Amsted Maxion Fund. e Equip. Ferrov.
Comparing 2006 and 2005 Results Net Operating Revenue Consolidated net operating revenue amounted to R$1,248 million in 2006, a 17% decrease in comparison to the same period of the previous year. This performance was the result of the retraction in the domestic production of commercial vehicles, and the substantial decrease in the domestic demand for railway freight cars, whose effect was minimized by the growth in the exports of commercial vehicle wheels, and railway castings and wheels.
Costs of Goods Sold Cost of goods sold, which represented 82.4% of consolidated net operating revenue, amounted to R$1,028 million in 2006, a 15% drop compared to R$1,205 million, recorded in 2005, which, in turn, was equivalent to 80.7% of consolidated net operating revenue in that year. Cost of goods sold was negatively affected by the costs for adjusting the structure, by the smaller dilution of indirect manufacturing costs, and by the impact of wage raises arising from union collective agreements in the fourth quarter of 2005 and 2006. The table below depicts the main items share on the cost of products sold, for the periods shown.
2006
2005
Raw materials and inputs
65%
78%
Wages
22%
16%
Depreciation, amortization and maintenance costs
13%
6%
Annual Report 2006
Performance characterized by the drop of key markets: net income amounted to R$58 million, a 20% decrease, and EBITDA reached R$163 million, a 21% reduction.
p.40
Financial Performance
Net Operating Revenue Breakdown (cont’d) Gross Profit Gross profit amounted to R$219 million in 2006, or 17.6% of net operating revenue, a 24% decrease compared to the previous year, when gross profit totaled R$289 million, or 19.3% of net operating revenue. This reduction in the gross margin arises from the effects described in the section Cost of Goods Sold and also from the reduction of the margin in exports, due to the appreciation of the real against the US dollar (the average exchange rate was R$2.167 in 2006, compared to R$2.410 in the same period of 2005).
million. Operating expenses accounted for 6.6% of net operating revenue in 2006, compared to 7.4% in 2005. The main factors for this performance were the favorable legal decisions in tax litigation of the holding company that contested the application base of PIS and Cofins taxes, generating R$13 million, the constitution of provision for tax contingencies in the amount of R$7 million, and lower expenses with freight, commissions and royalties, due to the reduction of net operating revenue. The following chart table presents the main items comprising operating expenses in the periods shown:
Operating Expenses Operating expenses amounted to R$83 million in 2006, a 25% reduction compared to 2005, when operating expenses totaled R$111 Operating Expenses 2006
2005
Freight
30%
29%
Wages
24%
23%
Commissions
9%
12%
Royalties
6%
5%
31%
31%
Other
Earnings Before Interest and Taxes (Ebit) Ebit amounted to R$136 million in 2006, equivalent to 10.9% of consolidated net operating revenue, compared to
Annual Report 2006
R$178 million in 2005, or 11.9% of consolidated net operating revenue (see details under the sections “Gross Profit” and “Operating Expenses”).
p.41
Financial Performance
Net Operating Revenue Breakdown (cont’d) Net Financial Expenses Net financial expenses amounted to R$21 million in 2006, compared to R$37 million in 2005. This reduction was due to the effect of the appreciation of the real – which reduced these expenses in R$5 million (a R$3 million decrease in 2005) – and to the lower average cost of debt in comparison to 2005. Non-Operating Result In 2006, non-operating result was a negative R$22 million (1.8% of net operating revenue), as a result of expenses and provisions arising from discontinued businesses, compared to a negative result of R$20 million in 2005 (1.4% of net operating revenue).
Income Tax and Social Contribution Income tax and social contribution amounted to R$35 million in 2006 (R$48 million in 2005), compared to earnings before income tax totaling R$93 million (R$120 million in 2005). Net Income Net income amounted to R$58 million in 2006 (R$1.085 per share), a 20% decline in comparison to net income totaling R$72 million in 2005 (R$1.355 per share). Ebitda The following table presents the evolution of Ebitda for the periods shown, in R$ million:
2006
2005 Change (%)
Net income before minority interest
57.8
72.2
(19.9)
Income tax and social contribution
35.0
48.0
(27.1)
Non-operating result
22.2
20.3
9.3
Net financial expenses
21.4
37.1
(42.4)
Depreciation and amortization
26.3
27.1
(3.0)
162.7
204.7
(20.5)
Ebitda
In 2006, Ebitda presented a 21% decrease compared to the amount obtained in 2005, totaling R$163 million. Ebitda accounted for 13.0% of consolidated net operating revenue, a performance lower than the 13.7% of 2005 (the sections “Gross Profit” and “Operating Expenses” explain the reasons for this change).
Annual Report 2006
Investments Expenditures with investment activities totaled R$68 million in 2006 (R$84 million in 2005), which were allocated to the purchase of machinery, equipment and facilities for updating and expanding the productive capacity.
p.42
Financial Performance
Comparing 2005 and 2004 Results Consolidated Net Operating Revenue Consolidated net operating revenue totaled R$1,494 million in 2005, a 36% increase over the R$1,099 million showed during the previous year. This performance was the result of rising exports of railway equipment and industrial castings, higher domestic demand for railway equipments, and greater Brazilian production of commercial vehicles, driven mainly by automakers’ exports.
Cost of Goods Sold In 2005, the cost of goods sold was R$1,205 million (80.7% of consolidated net operating revenue), a 38% increase over the R$871 million recorded during the previous year (79.3% of consolidated net operating revenue). The main driver behind this growth was the increase in the volume of wheels, chassis, freight cars and railway equipment sold, and the corresponding increase in the amount of raw materials consumed. The table below depicts the main items share on the cost of products sold, for the periods shown.
Expansion of railway equipment and industrial casting exports, growth of domestic railway equipment market and commercial vehicle production: net income amounted to R$72 million, a 42% growth.
Cost of Goods Sold 2005
2004
Raw materials and inputs
78%
74%
Wages
16%
20%
6%
6%
Depreciation, amortization and maintenance expenses
Gross Profit In 2005, gross profit totaled R$289 million, a 27% increase over the same period in 2004, when gross profit was R$228 million. The gross margin amounted to 19.3% in 2005, against 20.7% in 2004. This decrease is
Annual Report 2006
mainly the result of decreased margins in exports, caused by the appreciation of the local currency (R$) against the US dollar. Whereas in 2004 the average exchange rate was R$2.92 to US$1.00, in 2005 this figure was R$2.43 to US$1.00.
p.43
Financial Performance
Comparing 2005 and 2004 Results (cont’d) Operating Expenses In 2005, operating expenses totaled R$111 million, an increase of 10% over 2004, when operating expenses totaled R$101 million. Operating expenses represented 7.4% of net operating revenue in 2005, against 9.2% the previous year. The decrease in the ratio between operating expenses and net operating revenue is attributable mainly to the absorption of sales growth by the fixed expenses. The rise in operating expenses value results from the growth in sales, increasing the sales expenses, and from wage increases following union collective agreements. The table below depicts the main items comprising operating expenses for the periods shown.
Other operating expenses amounted to R$2 million in 2005, compared to the R$7 million recorded in 2004. In both years this item consisted mainly of additional provisions for tax litigation.
Earnings Before Interest and Taxes (Ebit) In 2005, Ebit totaled R$178 million (11.9% of consolidated net operating revenue), compared with R$127 million in the previous year (11.5% of consolidated net operating revenue). Please see explanations for this growth in the “Gross profit” and “Operating expenses” sections.
Operating Expenses 2005
2004
Freight
29%
29%
Wages
23%
21%
Commissions
12%
7%
Royalties Other
Net Financial Expenses In 2005, net financial expenses totaled R$37 million, a 14% increase over 2004, when net financial expenses were
Annual Report 2006
5%
5%
31%
38%
R$33 million. This increase is the result of higher net bank debt, which went from R$102 million in December 2004 to R$125 million in December 2005.
p.44
Financial Performance
Comparing 2005 and 2004 Results (cont’d) Non-Operating Result Non-operating result was negative in the amount of R$20 million in 2005, against a negative amount of R$20.6 million in 2004. Income Tax and Social Contribution In 2005, income tax and social contribution amounted to R$48 million, a 112% increase over 2004, when these taxes totaled R$23 million. Income tax and social contribution in 2004 were reduced by R$14 million, following the constitution of deferred income tax
and the use of tax losses resulting from corporate restructuring during the third quarter of that year. Net Earnings In 2005, net earnings amounted to R$72 million, an increase of 42% over the R$51 million showed in 2004. Ebitda The table below depicts the Ebitda breakdown for the periods shown, in R$ million.
2005
2004 Change (%)
Net profit (loss)
72.1
50.8
42
Income tax and social contribution
48.0
22.7
111
Non-operating result
20.3
20.6
(1)
Net financial expenses
37.1
32.6
14
Depreciation and amortization
27.1
26.7
2
Goodwill amortization Ebitda
In 2005, Ebitda totaled R$205 million, an increase of 32% over the R$156 million recorded the previous year. The Ebitda margin was 13.7% in 2005, less than the 14.2% recorded in 2004. The main reason for this drop was the decrease in export profitability, as explained in the “Gross profit” section above.
Annual Report 2006
-
2.0
-
204.7
155.5
32
Capital Expenditures Capital expenditures reached R$84 million in 2005, against R$54 million in 2004. These funds were used mainly for acquisition of machinery, equipment, and facilities, designed to upgrade and expand production capacity. It also included the acquisition of the property and industrial facilities at the Hortolândia railway freight car assembly plant, which had been leased previously.
p.45
13.
Liquidity and Debt
At the end of December 2006, consolidated cash and marketable securities amounted to R$88 million, all recorded in short term. Dollardenominated cash and marketable securities represented approximately 3% of the total cash and marketable securities on that date. On the same date, consolidated gross bank debt amounted to R$221 million, of which R$126 million were recorded in short term and R$95 million in long term. The main denominations of this debt are: TJLP (long-term interest rate), which accounted for 74% of total gross amount; the US dollar at 24%; and IGP-M (wholesale inflation index) at 2%. Consolidated net bank debt amounted to R$132 million at the end of 2006 (R$184 million in September 2006 and R$125 million in December 2005). Consolidated net bank debt to Ebitda ratio over the last 12 months was 0.8x in December 2006, which was higher than the 0.6x ratio in December 2005.
Annual Report 2006
At the end of 2006, consolidated net bank debt amounted to R$132 million. Consolidated net bank debt to Ebitda ratio was 0.8x.
Net Debt/Ebitda (x) Ratio 1.5 1.3
0.6
2002
2003
2004
0.6
2005
0.8
2006
Consolidated net bank debt position at the end of 2005 was reduced in R$33 million, as a result of the inflow of customers’ advances related to railway freight car sales agreements to be delivered in the subsequent year, whereas at the end of 2006 there were no advances.
p.46
14.
Risk Management
Iochpe-Maxion prepares periodic and detailed reports with metrics on key risk factors, so as to manage risks effectively and mitigate potential impacts on its production, operating and financial structures. In 2005, this work was systematized and consolidated based on diagnostics prepared by one of the country’s most important consulting companies. This report is a benchmark for the Board of Directors to carry out any adjustments to manage the business within preestablished risk parameters.
Financial Risks • Debt level: Iochpe-Maxion tracks its debt level on a monthly basis. It sets forth parameters to face and mitigate risks during market stress situations and, at the same time, to adjust the amount of debt (financial debt) to its cash flow generation (Ebitda). • Average maturity of bank debt: the Company tracks the average maturity of its bank debt on a monthly basis. To mitigate risks and the impact on its financial structure, it establishes parameters for its bank debt maturity profile, always seeking an adequate ratio between cost of debt and maturities.
Annual Report 2006
• Foreign exchange exposure: IochpeMaxion seeks to reduce its exposure to foreign exchange risks as the majority of its transactions are carried out in Reais. Debt denominated in foreign currency is backed by exports. To do so, the Company applies a ceiling for its dollar-denominated debt, equivalent to six months of the balance between exports and imports. This detailed tracking is done on a monthly basis. • Payroll and net operating revenue ratio: The increase of costs arising from wage rises – especially those related to union collective agreements – are hard to pass to the final price of the products sold. To address this issue, Iochpe-Maxion tracks payroll to net operating revenue ratio on a monthly basis and, at the same time, takes action to raise productivity. This initiative includes: – Management tools; – Incentive programs rewarding employees for suggesting improvements; – Enhancement of processes and elimination of production bottlenecks; – Investments in automation; – Absorption of fixed costs and economies of scale gains through volume production growth.
Iochpe-Maxion prepares periodic and detailed reports with metrics on key risk factors. Risk management involves two aspects: financial risks and commercial risks.
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Risk Management
Financial Risks (cont’d) • Economic scenario: demand for products manufactured by IochpeMaxion is also dependent on the general perception of Brazil’s economic environment. GDP changes affect the transportation industry, having a direct impact on railway equipment and wheels and frames for trucks and light commercial vehicles, as well as on the pace at which passenger cars, light commercial vehicle and bus fleets are upgraded.
Commercial Risks
• Portfolio concentration: IochpeMaxion has implemented efforts aimed at diversifying its export portfolio, seeking business opportunities in new markets and minimizing the impact of any volume reduction caused by any change in major customers’ demand. This is done by means of a permanent strategic planning aimed at identifying opportunities that may be exploited in the event of a sudden termination of relevant business contracts, therefore preserving the Company’s financial and operating parameters.
• Competition and price pressure: a policy of continuous capital expenditure is aimed at keeping the Company technologically updated and in line with market demand, as well as manufacturing better quality products, with higher efficiency and at adequate costs. This practice, always revised and renewed, has been successful in addressing the challenge of helping Iochpe-Maxion in a highly competitive environment, preserving its capacity to expand its businesses and face competitive pressure.
Annual Report 2006
p.48
Our Stock as an Investment
On March 7, 2006, a secondary offering of non-voting shares issued by Iochpe-Maxion, offered by BNDESPar, FPS and Fundo Sinergia, was concluded, amounting to R$340 million, or 17,672,924 non-voting shares (33.1% of the total shares and 50.8% of the nonvoting shares), which were sold to 7,577 purchasers. As a result, there was a strong growth in the number of outstanding shares, held by non-controlling shareholders, and in the liquidity of IochpeMaxion’s non-voting shares. Iochpe-Maxion’s non-voting shares (MYPK4) closed 2006 at R$18.15, recording over the year a total decrease of 5%. Its voting shares (MYPK3) closed the year at R$15.50, appreciating 19%. At the end of 2006, Iochpe-Maxion’s market capitalization totaled R$874 million, its book value per share was R$4.98, and the price to net income per share ratio stood at 16.7.
In 2006, Iochpe-Maxion continued to be an important presence on Bovespa’s daily tradings. The average daily trading volume of its shares amounted to R$3,456 thousand (R$443 thousand in 2005), and the average daily number of trades was 134 (against 18 in 2005). Management proposed to the Annual General Meeting of Shareholders the distribution of dividends in the amount of R$22.8 million – R$0.401607176 per voting share and R$0.441767894 per non-voting share – which is equivalent to a yield of 2.6% and 2.4%, respectively, based on share prices at the end of 2006. According to the Iochpe-Maxion’s Bylaws, the calculation basis for the dividends is equivalent to 37% of its net income (less any potential accumulated losses from previous years), with each non-voting share receiving an additional 10% when compared to each voting share.
15. The Company’s preferred shares closed 2006 at R$18.15, a 5% decrease. Secondary offering: average daily volume traded increased by more than seven times over 2005.
Higher liquidity of our shares Companies whose shares have higher liquidity tend to be more attractive to investors, which usually are more comfortable with securities offering the possibility of trading in larger volumes at any time. This is noticed, particularly, in relation to institutional investors, that trade large volumes and that, not rarely, show restrictions to shares of companies with low liquidity. To attract the attention of these investors, on the other hand, means a greater attention to our shares, conducting to a better evaluation.
Annual Report 2006
p.49
Our Stock as an Investment
Declared Dividends – (R$ million)
Number of Daily Trades – Trades/day
28.0
134 22.8
16.1
2002
2003
2004
2005
2006
3
5
2002
2003
23
18
2004
2005
2006
Dividends per Common Share
Common Shares Price (MYPK3 x IBR-X)
R$ per common share
2002 = 100 0.50 0.40
MPYK3 IBR-X
2003
2004
2005
2006
317
431
2005
2006
323 178
2002
1,924
1,298
0.28 100
2,014
2002
2003
231 2004
Dividends per Preferred Share
Preferred Shares Price (MYPK4 x IBR-X)
R$ per preferred share
2002 = 100 0.55
1,192 0.44
0.31
MPYK4 IBR-X
100
332 178
2002
2003
2004
2005
2006
Daily Traded Volume – R$ thousand/day
2002
1,240 1,038
2003
231 2004
317
431
2005
2006
Market Capitalization – R$ million
3,456
901
874
2005
2006
744
26
47
2002
2003
416
443
2004
2005
Annual Report 2006
201 61 2006
2002
2003
2004
p.50
Our Stock as an Investment
Price/Book Ratio – % 475
Enterprise Value (*) x Ebitda – Index 496
5.4 364
6.1 5.0
3.5 2.4 132 33 2002
2003
2004
2005
2006
2002
2003
2004
2005
2006
(*) Company Value = Market Cap + Net Banking Debt
Price/Earnings Ratio – ratio 16.7
14.7 12.5
2002
2003
2004
2005
Annual Report 2006
2006
p.51
Corporate Governance
The corporate governance parameters adopted by Iochpe-Maxion are in line with the best Brazilian and international practices, which implies the use of clear guidelines of conduct, based on higher standards than those required by law and/or market regulating bodies. These initiatives are aimed at addressing and strengthening the Company’s commitment to transparency, equal treatment of shareholders, accountability to all shareholders, and corporate responsibility. As part of its commitment to transparent and equal treatment of market participants in general – and its shareholders in particular – in November 2005, Iochpe-Maxion joined Bovespa’s Level 1 of Corporate Governance, a important step in the level of requirements related to transparency and the maintenance of minimum liquidity levels. Another important example of the commitment to corporate governance principles was the selection of the Company’s securities (MYPK4PN) to be included in Bovespa’s
Annual Report 2006
Corporate Sustainability Index (ISE, in Portuguese). In order to be included in the portfolio that comprises ISE, the selected companies must be socially responsible, sustainable and profitable, able to create value for the shareholders in the long term, as a result to their capacity of facing economic, social and environmental risks. The following initiatives adopted by Iochpe-Maxion are also part of its commitment to good governance rules: • Code of Ethics, a document that sets forth the Company’s principles of conduct for its relationship with customers, investors, shareholders, the market and competitors, among other stakeholders; • Audit and Variable Compensation Committees to advise the Company’s Board of Directors; • Procedure allowing employees to make comments related to accounting and control issues. By means of this instrument, any person can submit – confidentially and/or anonymously – suggestions, criticisms and complaints directly to the Company’s Board of Directors Audit Committee.
16. Iochpe-Maxion adopts corporate governance parameters in line with the best Brazilian and international practices.
p.52
Corporate Governance
Disclosure Policy Iochpe-Maxion adopts a Disclosure Policy for any information that may impact the price or affect its securities or investors’ decision of buying, selling or maintaining the Company’s shares. By means of this practice, it seeks to ensure reliability, immediate access and equal disclosure of the data available, therefore building an increasingly transparent and participative relationship with the market. Over the years, the Company’s Investor Relations website (www.iochpemaxion.com.br) has turned out to be one of the most important and effective tools of this commitment. The website was completely updated in 2006, and now includes new information in the areas of corporate governance, strategy and social responsibility, as well as more detailed financial sections and analysts’ coverage, in addition to the annual and social reports, presentations, conference calls and news. The website also received a new editorial and visual treatment, so as to make browsing more pleasant and fast, and accessing information simpler and more direct.
Annual Report 2006
In 2006, approximately 700 direct interactions with investors took place, through eight conference meetings, at the request of banks and brokerage firms, in Brazil and abroad; four conference calls to discuss quarterly results and other matters; in addition to one meeting with representatives of the Association of Investment Professionals and Capital Markets’ Analysts (Apimec). Organized for the seventh year in a row, thanks to the meeting Iochpe-Maxion received Apimec’s “Silver Seal”, an assiduity award. In recognition for its efforts in favor of transparency, the Company was runner-up in the 2006 issue of the award for the best investor relations program for small caps in Brazil, organized by IR Magazine.
The investor relations site was totally updated in 2006. Recognition: Apimec’s silver seal and IR Magazine award.
p.53
Corporate Governance
Board of Directors According to the rules set forth and included in Iochpe-Maxion’s Bylaws, the Board of Directors consists of up to nine members. Each member is elected for an one-year renewable term. In 2006, the Board of Directors had eight members and two of its seats were occupied by Independent Directors. The Board of Directors is the Company’s decision-making body, responsible for setting forth policies and overall business guidelines, in addition to its long-term strategy. It regularly meets on a monthly basis or when summoned by its Chairman or by two members acting together. Current members of IochpeMaxion’s Board of Directors are: Members Ivoncy Brochmann Ioschpe Chairman of the Board, appointed by Companhia Iochpe, he is 66 years old and holds a degree in Economics from the Federal University of Rio Grande do Sul. He was a member and the former Chairman of the Industrial Studies and Development Institute (IEDI), in addition to being a member of the Business and Trade Development Council of Brazil’s Foreign Relations Ministry. He has been a member of Iochpe-Maxion’s Board of Directors since 1984.
Annual Report 2006
Caio Marcio de Ávila Martins Pinhão A member appointed by BNDESPar, he is 50 years old and holds a Mining Technology Engineering degree from the Federal University of Rio de Janeiro (UFRJ) and a Master’s degree in Energy Planning from Coppe/UFRJ. He has been at BNDES since 1993 and is currently the Manager of the Planning Area Priority Department. He has been a member of Iochpe-Maxion since 2003.
The Board of Directors is the Company’s decisionmaking body, responsible for its policies and overall business guidelines, including its long-term strategy.
Daniel Ioschpe A member appointed by Companhia Iochpe, he is 68 years old and holds a degree in Engineering from the Federal University of Rio Grande do Sul (UFRGS). He has been a member of Iochpe-Maxion’s Board of Directors since 1984. Mauro Knijnik One of the Independent members, he is 66 years old and holds a degree in Economics from the Federal University of Rio Grande do Sul (UFRGS). He previously held the following offices: Finance Secretary of the State of Rio Grande do Sul; Chairman of the Board of Directors of Banco do Estado do Rio Grande do Sul (BANRISUL); Chairman of the Board of Financial Coordination of the State of Rio Grande do Sul; and Vice-President of Iochpe-Maxion S.A. He has been a member of Iochpe-Maxion’s Board of Directors since 1984.
p.54
Corporate Governance
Board of Directors (cont’d) Iboty Brochmann Ioschpe Appointed by Companhia Iochpe, he is 57 years old and holds a degree in Economics from the Federal University of Rio Grande do Sul. He has been a member of Iochpe-Maxion’s Board of Directors since 1984. Jorge Eduardo Martins Moraes Appointed by BNDESPar, he is 51 years old and holds an Engineering degree from the Federal University of Rio de Janeiro and an MBA from Coppead/UFRJ. He has been at BNDESPar since 1982 and currently manages the Following Department of the Capital Markets Area. From January 2004 through May 2005 he was an Economics Advisor for Brazil’s Ministry of Planning, Budget and Management, working in its Public-Private Partnership Unit. He was a member of the Board of Directors of several companies, in addition to being a member of Iochpe Maxion’s Board of Directors between August 2000 and April 2003. Mauro Litwin Iochpe Appointed by Companhia Iochpe, he is 57 years old and holds a degree in Business Administration from the Catholic University of Porto Alegre (PUC-RS). He has been a member of Iochpe-Maxion’s Board of Directors since 1992.
Annual Report 2006
Nildemar Secches One of the Independent Directors, he is 57 years old and holds a degree in Mechanical Engineering from the University of São Paulo, in addition to a masters degree in Finance from the Catholic University of Rio de Janeiro (PUC-RJ) and a PhD degree in Economics from Unicamp, in the state of São Paulo. He has been the CEO of Perdigão Group since 1995 and is currently the Chairman of the Board of Directors of Weg. He has also been a member of Ultrapar’s Board of Directors since 2002. He has been a member of Iochpe-Maxion’s Board of Directors since 2004.
The Executive Board is in charge of the Company’s daily operations and for carrying out the Board of Directors’ decisions.
Executive Board It consists of four members, each of whom is elected for a one-year renewable term. Executive Directors are in charge of Iochpe-Maxion’s daily operations and for carrying out the strategies set forth by the Board of Directors. Its decisions are taken by a majority vote of those present and, if needed, the CEO has the casting vote. The members of the Executive Board do not sit on the Board of Directors. The current members of the Executive Board are:
p.55
Corporate Governance
Board of Directors (cont’d) Dan Ioschpe He is 41 years old and was awarded a bachelor’s degree from the Federal University of Rio Grande do Sul, in 1986, and has a certificate from Escola Superior de Propaganda e Marketing (ESPM), in the state of São Paulo, in 1988. He holds an MBA degree from Amos Tuck School of Dartmouth College (USA), obtained in 1991. He joined Companhia Iochpe in 1986 and held various positions until June 1996, when he left the Company to become the President of AGCO in Brazil. He came back to Iochpe-Maxion in January 1998, when he became its CEO. He has been a member of the Board of Directors at Profarma Distribuidora de Produtos Farmacêuticos since 2006. Oscar Antônio Fontoura Becker He is 54 years old and holds a Business Administration degree from Faculdade São Judas Tadeu. He joined the Company in 1983 and, from 1989 to 1994, he was the CEO of Iochpe Seguradora. He has been the CFO and Investor Relations Director of IochpeMaxion since 1994.
Annual Report 2006
Armando Ulbricht Júnior He is 60 years old and holds a degree in Mechanical Engineering from the University of São Paulo (USP). He worked at Engesa – Engenheiros Associados S.A. between 1975 and 1985. He joined the Company in 1986 and has been Director Superintendent of the Wheel and Frames Division at Maxion Sistemas Automotivos since 1990.
The main responsibilities of the Audit Board include reviewing the Company’s financial statements and informing shareholders about their respective opinions.
Marcos Luchese He is 47 years old and holds a Mechanical Engineering degree from the Catholic University of Rio Grande do Sul (PUC-RS). He joined the Company in 1981 as a trainee. Since 1997 he has been the Director Superintendent of Maxion Sistemas Automotivos’s Automotive Components Division. In addition to these members of the Executive Board, it is important to mention the Director Superintendent of Amsted-Maxion, the joint venture between Iochpe-Maxion and Amsted Industries, a US company: • J osé Antônio Rodrigues is 56 years old and has a Mechanical Engineering degree from Unesp – Universidade Estadual Paulista. He has certificates in “Business Management” from Kellog Northwestern University (USA), and in “Strategic Business Management” from Insead (France).
p.56
Corporate Governance
Audit Board The Audit Board is a permanent body, independent from both the Company’s management and the independent auditors appointed by the Board of Directors. It consists of three members appointed for a oneyear term. Two are appointed by the controlling shareholders and one by the non-voting, non-controlling shareholders, all of which approved by the Annual General Shareholders Meeting. The main responsibilities of the Audit Board include reviewing the Company’s financial statements and informing shareholders about their respective opinions. The members of Iochpe-Maxion’s Audit Board are:
Isabel S. Ramos Kemmelmeier Appointed by the minority shareholders, she is 32 years old and holds a degree in Engineering from the Catholic University of Rio de Janeiro, with an MBA in Finance from IBMEC. Since 1996, she has been the Head of the Analysis Area for Opportunity Asset Management. Maurício Diácoli He is 46 years old and holds a degree in Accounting from FMUUSP, with certificates in Finance and Accounting. He is specialized in local and international accounting (US Gaap). He has over 15 years of experience at an international auditing and consulting firm.
Ademar Rui Bratz He is 59 years old and holds a Business Administration degree from the Federal University of Rio Grande do Sul and an MBA from Syracuse University (USA). In addition to being a member of Iochpe-Maxion’s Audit Board, he is also a consultant at Olvebra Industrial S/A.
Annual Report 2006
p.57
Corporate Governance
Advisory Committees With a view to enhance its corporate governance standards and increase its commitment to the market’s best practices, as from 2005, IochpeMaxion’s Board of Directors established two Advisory Committees. Audit Committee This committee consists of three members appointed by the Board of Directors each to serve a one-year term. At least one of its members must also be a member of the Board. The main responsibilities of the Audit Committee are: • Review and recommend to the Board of Directors companies that can be hired as independent auditors. • Provide opinions on the appointment or change of the chief internal auditor or the general accountant. • Evaluate the results of independent auditor reports, including any reservations, as applicable. • Review quarterly financial statements. • Review internal procedures and controls. • Evaluate warning systems for actual or potential risks, as well as the Company’s risk management policy. • Evaluate policies and practices to ensure the integrity of financial statements. • Evaluate any suggested changes related to accounting principles and practices. • Evaluate the performance of the internal and external financial and audit teams.
Annual Report 2006
Currently, the Audit Committee has the following members: • Mauro Knijnik, Board Member of Iochpe-Maxion . • Mauro Litwin Iochpe, Board Member of Iochpe-Maxion. • Pedro Ozires Predeus, 62 years old, is an accountant and a Partner at PricewaterhouseCoopers, where he has worked for 30 years.
The Audit and Variable Compensation Committees were implemented to enhance the Company’s governance standards.
Variable Compensation Committee This committee consists of three members appointed by the Board of Directors each to serve an one-year term. According to its Bylaws, it is not necessary for its members to be also members of Iochpe-Maxion’s Board of Directors. This Committee is in charge of the following issues: • Review and recommend to the Board of Directors the salary, bonus, stock options, and any other benefits for Iochpe-Maxion’s executives. • Periodically review and recommend necessary changes to the executive compensation programs and policies to adjust them to market practices and expected performance. • Periodically review and evaluate changes to the Company’s stock option plan and provide recommendations to the Board of Directors.
p.58
Corporate Governance
Advisory Committees (cont’d) Current members of the Variable Compensation Committee are: • Caio Marcio de Ávila Martins Pinhão, Board Member of IochpeMaxion. • Nildemar Secches, Board Member of Iochpe-Maxion. Independent Auditors In compliance with Instruction no. 381 of Brazil’s Securities and Exchange Commission (CVM), we hereby inform that during fiscal year 2006, IochpeMaxion and its subsidiaries hired services unrelated to the independent
Annual Report 2006
audit in the amount of R$484 thousand, equivalent to 125% of the amount of fees paid for the independent audit services, related to its participation in courses and tax-related advisory services on the Brazilian legislation. After consulting its independent auditors, Iochpe-Maxion concluded that these services did not affect their independency and objectivity, due to the definition of the purpose and procedures performed. Iochpe-Maxion complies with the regulations that set forth restrictions to services that can be provided by independent auditors.
p.59
17.
Outlook
A recovery of the domestic demand is expected for 2007, due to the drop in interest rates, moderate growth of the GDP and better conditions for agriculture, as a result of the increase in the prices of agricultural commodities in the international market. However, automakers’ exports should experience a decrease in 2007, due to the constant appreciation of the real. As a result, the Brazilian production of vehicles will not grow as much as the domestic demand. Maxion Sistemas Automotivos’s expansion will rely on new projects already approved, on the expansion of its exports, and the continuous attention to its cost structure, based on
Annual Report 2006
a strict financial discipline and constant search for new growth opportunities. In addition, it will face the challenge of implementing its commercial vehicle wheels manufacturing plant in China, a very important project for the Company’s strategic horizon. The railway freight cars market points to a new retraction in the domestic demand for 2007, while recovery is already expected for 2008. Accordingly, Amsted Maxion will follow its strategy of growing exports of railway castings and wheels, as well as industrial castings, in order to mitigate the impact of the retraction in the railway car segment.
Agricultural segment should have a positive impact on domestic market of trucks and agricultural machinery. Export of railway castings and wheels and speed-up the introduction of new products and services: strategy to face new decline in the demand for railway cars.
p.60
Corporate Information
Investor Relations
Board of Directors
Iochpe-Maxion S.A. Rua Luigi Galvani, 146 – 13º andar 04575-020 – São Paulo, SP – Brasil Tel.: 55 (11) 5508-3800 Fax: 55 (11) 5506-7353 Oscar A. F. Becker e-mail: ri@iochpe.com.br site: www.iochpe-maxion.com.br
Ivoncy Brochmann Ioschpe – Chairman Caio Marcio de Ávila Martins Pinhão – Director Daniel Ioschpe – Director Iboty Brochmann Ioschpe – Director Jorge Eduardo Martins Moraes – Director Mauro Litwin Iochpe – Director Nildemar Secches – Director Mauro Knijnik – Director
Shareholder Service and BookEntry Shares Banco Bradesco S.A. Departamento de Ações e Custódia Cidade de Deus – Prédio Amarelo – 2º andar 06029-900 – Osasco, SP – Brasil All branches of Banco Bradesco S.A. are prepared to assist Iochpe-Maxion’s shareholders. site: www.bradescocustodia.com.br
Depositary Bank of Level 1 ADRs – Ticker Symbol: IOCJY 101 Braclay Street – 22nd West New York, NY 10286 United States of America site: www.adrbny.com
18.
Audit Board Ademar Rui Bratz Isabel S. Ramos Kemmelmeier Maurício Diácoli
Executive Officers Dan Ioschpe – Chief Executive Officer Oscar A. F. Becker – Chief Financial Officer and Investor Relations Director Armando Ulbricht Jr. – Executive Director Marcos Luchese – Executive Director
Director Superintendents – Subsidiary and Joint Venture Amsted Maxion Fundição and Equipamentos Ferroviários S.A. – José Antônio Correia Rodrigues
Trading on the Stock Exchange Iochpe-Maxion’s shares are traded on all Brazilian Stock Exchanges. However, most of them are traded on the São Paulo Stock Exchange, Bovespa (ticker symbols: MYPK3 – voting shares, and MYPK4 – non-voting shares).
Annual Report 2006
Maxion Sistemas Automotivos Ltda. • Wheel and Frames Division – Armando Ulbricht Jr. • Automotive Components Division – Marcos Luchese
p.61
Corporate Information
Advisory Committees Audit Committee Mauro Knijnik Mauro Litwin Iochpe Pedro Ozires Predeus Variable Compensation Committee Caio Marcio de Ávila Martins Pinhão Nildemar Secches
Independent Auditors KPMG Auditores Independentes CRC 2SP014428/O-6
Addresses Iochpe-Maxion S.A. Rua Luigi Galvani, 146 – 13º andar 04575-020 – São Paulo – SP – Brasil Tel.: 55 (11) 5508-3800 Fax: 55 (11) 5506-7353 e-mail: iochpe@iochpe.com.br site: www.iochpe-maxion.com.br
Annual Report 2006
Amsted Maxion Fundição e Equipamentos Ferroviários S.A. Rua Dr. Othon Barcellos, 77 12730-010 – Cruzeiro – SP – Brasil Tel.: 55 (12) 3184-1000 Fax: 55 (12) 3144-4018 e-mail: am@amsted-maxion.com.br site: www.amsted-maxion.com.br
Maxion Sistemas Automotivos Ltda. Maxion Sistemas Automotivos – Wheel and Frames Division Rua Dr. Othon Barcellos, 83 12730-900 – Cruzeiro – SP – Brasil Tel.: 55 (12) 3184-1000 Fax: 55 (12) 3144-0403 e-mail: vendas@maxioncr.com.br site: www.maxioncr.com.br Maxion Sistemas Automotivos – Automotive Components Division Rua Haeckel Ben Hur Salvador, 100 32010-120 – Contagem – MG – Brasil Tel.: (31) 2191-1500 – Fax: (31) 2191-1690 e-mail: maxioncomp@maxion.ind.br site: www.maxion.ind.br
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