The document discusses Embraer's second annual investors and analyst meeting. It includes forward-looking statements about future events and financial trends that are subject to risks and uncertainties. The capital structure shows Embraer's voting shares are held by European and Brazilian entities, and preferred shares are listed on the NYSE and Bovespa. The presentation reviews Embraer's jet deliveries, revenues, profits, balance sheet, and performance indicators from 2000 to the third quarter of 2001. It also discusses investments, employment levels, production cycle times, and accounting differences between Brazilian GAAP and US GAAP.
2. Foward Looking Statements
This presentation includes forward-looking statements or statements about events or circumstances
which have not occurred. We have based these forward-looking statements largely on our current
expectations and projections about future events and financial trends affecting our business and
our future financial performance. These forward-looking statements are subject to risks,
uncertainties and assumptions, including, among other things: general economic, political and
business conditions, both in Brazil and in our markets; management’s expectations and estimates
concerning our future financial performance, financing plans and programs, and the effects of
competition; successful development and marketing of the ERJ 170/190 regional jet family; our
level of debt; anticipated trends in our industry; our expenditure plans; inflation and devaluation; our
ability to develop and deliver our products on a timely basis; and existing and future governmental
regulation.
The words “believes,” “may,” “will,” “estimates,” “continues,” “anticipates,” “intends,” “expects” and
similar words are intended to identify forward-looking statements. We undertake no obligations to
update publicly or revise any forward-looking statements because of new information, future events
or other factors, In light of these risks and uncertainties, the forward-looking events and
circumstances discussed in this presentation might not occur. Our actual results could differ
substantially from those anticipated in our forward-looking statements.
6. Capital Structure – Evolution
Brazilian
YE00 1Q01 2Q01 3Q01 4Q01
Shares
Common 242,544,448 242,544,448 242,544,448 242,544,448 242,544,448
Preferred 300,865,426 300,865,426 378,768,426 378,768,426 379,738,426
TOTAL 543,409,874 543,409,874 621,312,874 621,312,874 622,282,874
ADS
Equivalent 135,852,469 135,852,469 155,328,219 155,328,219 155,570,719
Conversion Rights:
Stock Option: 14.8 million of options equivalent to 3.7 million of ADSs
were granted and not exercised.
7. Capital Structure – Stock Dividends
Stock Dividend Announcement:
As earnings reserve cannot exceed existing paid in capital.
Incorporation of R$ 342 MM earnings reserve to the paid in Capital with
the issuance of 88.4 million of preferred shares (equivalent to 22,1
ADSs) to all shareholders.
Obejective to increase liquidity of Preferred Shares
Share As of % As of %
Class Today Total capital Stock Dividend Mrach 02 Total capital
Common 242.544.448,00 39% 242.544.448,00 34%
Preferred 379.738.426,00 61% 88.430.168,00 468.168.594,00 66%
Total Shares Outstanding 622.282.874,00 100% 710.713.042,00 100%
ADS Equivalent 155.570.718,50 22.107.542,00 177.678.260,50
35. Differences Brazilian Gaap & US Gaap
The Company’s accounting policies comply with the Corporate Law
& Brazilian Gaap.
Corporate Law:
Does not recognize the effects of changes in the purchasing power of the
Brazilian currency. Used as local reporting policy for taxes purposes and
for the Brazilian Exchange Commision – CVM
Brazilian Gaap:
Recognizes effects of changes in the purchasing power of Brazilian
currency due to inflation and is expressed in constant Reais. The
Company uses the General Market Price Index (IGPM) which is published
by Fudação Getúlio Vargas – FGV.
US Gaap:
The effects of the price level adjustments are not eliminated in the
reconciliation to US Gaap
36. Differences Brazilian Gaap & US Gaap
Foreign Currency Translation
Brazilian Gaap:
Does not recognize a functional currency for a Brazilian Company
reporting in Reais.
US Gaap:
The majority of the Company’s Sales Revenues, Cost of Sales and
Financing Costs are denominated in or indexed to US Dollar. Therefore
the US Dollar its been used as functional currency.
37. Differences Brazilian Gaap & US Gaap
Revaluation of PP&E
Brazilian Gaap:
Revaluations may be recorded, providing certain formalities are complied
with. The revaluation increment is credited to a reserve account in
Shareholders’ equity and transferred to retained earnings as the related
assets are depreciated or upon disposal.
US Gaap:
The PP&E are reported as their historical cost less accumulated
depreciation; revaluations are not permited.
38. Differences Brazilian Gaap & US Gaap
Organizational & Preoperating Costs
Brazilian Gaap:
Preoperating expenses incurred in the construction or expenasion of a
new facility may be deferred until the facility begins commercial
operations. All cost related to the start up may also be capitalized. The
amount as ajusted for monetary correction, when appropriate, is amortized
over a period of five to tem years.
US Gaap:
The rules are more restrictive. Construction and expensions costs are
allocated to PP&E; preoperating and start up costs expenses are charged
to operations, and costs of start up activities and organization costs are
expensed as incurred.
39. Differences Brazilian Gaap & US Gaap
Deferred Charges
Brazilian Gaap:
R&D for new aircraft types, new production lines or operations are
capitalized or deferred for amortization over the period of time from the
date the related production benefits or operations begin.
US Gaap:
R&D divided into two categories: R&D and Additions to Fixed Assets.
R&D Costs: is the expense actually associated with the design and
development of the aircraft and are expensed as they are incurred.
Additions to Fixed Assets: rellate solely to tooling built by the Company
and required for the project, and treated as additions to PP&E, depeciated
on the straight-line basis over twenty years.
40. Differences Brazilian Gaap & US Gaap
Income Tax
Brazilian Gaap:
Income Tax rate is approximatelly 38.0% based on the Company’s (non
consolidated results).
Possibilty of recongnising the tax loss carryfoward benefit.
US Gaap:
As we are a Brazilian Company we pay tax based on our Corporate Law
Income.
Also, we do not have the tax loss carryfoward benefit.
41. Differences Brazilian Gaap & US Gaap
Earnings per Share
Brazilian Gaap:
Disclousure of earnings per share is computed based on the number of
shares outstanding at the end of the period.
US Gaap:
Because the preferred and common shares have different dividend, voting
and liquidation rights basic and diluted earnings per share are caluculated
using the “two class method”:
42. Differences Brazilian Gaap & US Gaap
Other Differences
• Computer Software Obtained for Internal Use
• Capitalization of Financing Costs During Construction
• Leasing Transactions
• Income Taxes
• Reversal of Proposaed Dividends
• Financial Instruments and Concentration of Credit Risk
43. Financial Presentation
Corporate Law
Figures were converted into US dollars using the average rate or the final
commercial rate for the Income Statement and Balance Sheet respectively, for
the corresponding periods.
US Gaap
The historical US GAAP data were deflated and converted using the U.S. dollar
exchange rate at the end of the period presented.