UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
ended
OR
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STEEL DYNAMICS, INC.
Table of Contents
PART I. Financial Information | ||
Page | ||
Consolidated Balance Sheets as of September 30, 2019 (unaudited) and December 31, 2018 | 1 | |
2 | ||
3 | ||
4 | ||
5 | ||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 | |
27 | ||
27 | ||
28 | ||
28 | ||
28 | ||
28 | ||
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30 | ||
STEEL DYNAMICS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| ||||||
September 30, | December 31, | |||||
2019 | 2018 | |||||
Assets | (unaudited) | |||||
Current assets | ||||||
Cash and equivalents | $ | | $ | | ||
Short-term investments | | | ||||
Accounts receivable, net | | | ||||
Accounts receivable-related parties | | | ||||
Inventories | | | ||||
Other current assets | | | ||||
Total current assets | | | ||||
Property, plant and equipment, net | | | ||||
Intangible assets, net | | | ||||
Goodwill | | | ||||
Other assets | | | ||||
Total assets | $ | | $ | | ||
Liabilities and Equity | ||||||
Current liabilities | ||||||
Accounts payable | $ | | $ | | ||
Accounts payable-related parties | | | ||||
Income taxes payable | | | ||||
Accrued payroll and benefits | | | ||||
Accrued interest | | | ||||
Accrued expenses | | | ||||
Current maturities of long-term debt | | | ||||
Total current liabilities | | | ||||
Long-term debt | | | ||||
Deferred income taxes | | | ||||
Other liabilities | | | ||||
Total liabilities | | | ||||
Commitments and contingencies | ||||||
Redeemable noncontrolling interests | | | ||||
Equity | ||||||
Common stock voting, $ | ||||||
| ||||||
shares outstanding, as of September 30, 2019 and December 31, 2018, respectively | | | ||||
Treasury stock, at cost; | ||||||
as of September 30, 2019 and December 31, 2018, respectively | ( | ( | ||||
Additional paid-in capital | | | ||||
Retained earnings | | | ||||
Accumulated other comprehensive income | | | ||||
Total Steel Dynamics, Inc. equity | | | ||||
Noncontrolling interests | ( | ( | ||||
Total equity | | | ||||
Total liabilities and equity | $ | | $ | |
See notes to consolidated financial statements.
1
STEEL DYNAMICS, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except per share data)
Three Months Ended | Nine Months Ended | ||||||||||
September 30, | September 30, | ||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||
Net sales | |||||||||||
Unrelated parties | $ | | $ | | $ | | $ | | |||
Related parties | | | | | |||||||
Total net sales | | | | | |||||||
Costs of goods sold | | | | | |||||||
Gross profit | | | | | |||||||
Selling, general and administrative expenses | | | | | |||||||
Profit sharing | | | | | |||||||
Amortization of intangible assets | | | | | |||||||
Operating income | | | | | |||||||
Interest expense, net of capitalized interest | | | | | |||||||
Other income, net | ( | ( | ( | ( | |||||||
Income before income taxes | | | | | |||||||
Income tax expense | | | | | |||||||
Net income | | | | | |||||||
Net (income) loss attributable to noncontrolling interests | ( | | ( | | |||||||
Net income attributable to Steel Dynamics, Inc. | $ | | $ | | $ | | $ | | |||
Basic earnings per share attributable to Steel Dynamics, | |||||||||||
Inc. stockholders | $ | $ | $ | | $ | ||||||
Weighted average common shares outstanding | |||||||||||
Diluted earnings per share attributable to Steel Dynamics, Inc. | |||||||||||
stockholders, including the effect of assumed conversions | |||||||||||
when dilutive | $ | $ | $ | | $ | ||||||
Weighted average common shares and share equivalents outstanding | |||||||||||
Dividends declared per share | $ | $ | $ | $ |
See notes to consolidated financial statements.
2
STEEL DYNAMICS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands)
Three Months Ended | Nine Months Ended | ||||||||||
September 30, | September 30, | ||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||
Net income | $ | | $ | | $ | | $ | | |||
Other comprehensive income (loss) - net unrealized gain (loss) on | |||||||||||
cash flow hedging derivatives, net of income tax expense (benefit) | ( | | ( | ( | |||||||
Comprehensive income | | | | | |||||||
Comprehensive (income) loss attributable to noncontrolling interests | ( | | ( | | |||||||
Comprehensive income attributable to Steel Dynamics, Inc. | $ | | $ | | $ | | $ | |
See notes to consolidated financial statements.
3
STEEL DYNAMICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
Three Months Ended | Nine Months Ended | ||||||||||
September 30, | September 30, | ||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||
Operating activities: | |||||||||||
Net income | $ | | $ | | $ | | $ | | |||
Adjustments to reconcile net income to net cash provided by | |||||||||||
operating activities: | |||||||||||
Depreciation and amortization | | | | | |||||||
Equity-based compensation | | | | | |||||||
Deferred income taxes | | | | | |||||||
Other adjustments | ( | | ( | | |||||||
Changes in certain assets and liabilities: | |||||||||||
Accounts receivable | | ( | | ( | |||||||
Inventories | | ( | | ( | |||||||
Other assets | | ( | | ( | |||||||
Accounts payable | | ( | ( | | |||||||
Income taxes receivable/payable | | ( | | | |||||||
Accrued expenses | | | ( | | |||||||
Net cash provided by operating activities | | | | | |||||||
Investing activities: | |||||||||||
Purchases of property, plant and equipment | ( | ( | ( | ( | |||||||
Purchases of short-term investments | ( | ( | ( | ( | |||||||
Proceeds from maturities of short-term investments | | | | | |||||||
Acquisition of business, net of cash and restricted cash acquired | ( | ( | ( | ( | |||||||
Other investing activities | | | | | |||||||
Net cash used in investing activities | ( | ( | ( | ( | |||||||
Financing activities: | |||||||||||
Issuance of current and long-term debt | | | | | |||||||
Repayment of current and long-term debt | ( | ( | ( | ( | |||||||
Dividends paid | ( | ( | ( | ( | |||||||
Purchases of treasury stock | ( | ( | ( | ( | |||||||
Other financing activities | ( | - | ( | ( | |||||||
Net cash used in financing activities | ( | ( | ( | ( | |||||||
Increase (decrease) in cash, cash equivalents, and restricted cash | | | | ( | |||||||
Cash, cash equivalents, and restricted cash at beginning of period | | | | | |||||||
Cash, cash equivalents, and restricted cash at end of period | $ | | $ | | $ | | $ | | |||
Supplemental disclosure information: | |||||||||||
Cash paid for interest | $ | | $ | | $ | | $ | | |||
Cash paid for income taxes, net | $ | | $ | | $ | | $ | |
See notes to consolidated financial statements.
4
Note 1. Description of the Business and Significant Accounting Policies
Description of the Business
Steel Dynamics, Inc. (SDI), together with its subsidiaries (the company), is a domestic manufacturer of steel products and metals recycler. The company has
Steel Operations Segment. Steel operations include the company’s Butler Flat Roll Division, Columbus Flat Roll Division, The Techs galvanizing lines, Heartland Flat Roll Division, United Steel Supply (acquired
Metals Recycling Operations Segment. Metals recycling operations consists solely of OmniSource, LLC (OmniSource), and includes both ferrous and nonferrous processing, transportation, marketing, brokerage, and scrap management services. Metals recycling operations accounted for
Steel Fabrication Operations Segment. Steel fabrication operations include the company’s New Millennium Building Systems’ joist and deck plants located throughout the United States, and in Northern Mexico. Revenues from these plants are generated from the fabrication of trusses, girders, steel joists and steel deck used within the non-residential construction industry. Steel fabrication operations accounted for
Other. Other operations consists of subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of smaller joint ventures, and the idle Minnesota ironmaking operations. Also included in “Other” are certain unallocated corporate accounts, such as the company’s senior secured credit facility, senior notes, certain other investments and certain profit sharing expenses.
Significant Accounting Policies
Principles of Consolidation. The consolidated financial statements include the accounts of SDI, together with its wholly- and majority-owned/controlled subsidiaries, after elimination of intercompany accounts and transactions. Noncontrolling interests represent the noncontrolling owner’s proportionate share in the equity, income, or losses of the company’s majority-owned/controlled consolidated subsidiaries.
Use of Estimates. These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States, and accordingly, include amounts that require management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and in the notes thereto. Significant items subject to such estimates and assumptions include the carrying value of property, plant and equipment, intangible assets, and goodwill; valuation allowances for trade receivables, inventories and deferred income tax assets; unrecognized tax benefits; potential environmental liabilities; and litigation claims and settlements. Actual results may differ from these estimates and assumptions.
In the opinion of management, these financial statements reflect all normal recurring adjustments necessary for a fair presentation of the interim period results. These consolidated financial statements and notes should be read in conjunction with the audited financial statements and notes thereto included in the company’s Annual Report on Form 10-K for the year ended December 31, 2018.
5
Note 1. Description of the Business and Significant Accounting Policies (Continued)
Cash and Equivalents, and Restricted Cash
Cash and equivalents include all highly liquid investments with a maturity of three months or less at the date of acquisition. Restricted cash is primarily funds held in escrow as required by various insurance and government organizations. The balance of cash, cash equivalents and restricted cash in the consolidated statements of cash flows includes restricted cash of $
Goodwill
The company’s goodwill consisted of the following at September 30, 2019, and December 31, 2018, (in thousands):
September 30, | December 31, | |||||||
2019 | 2018 | |||||||
Steel Operations Segment | $ | | $ | | ||||
Metals Recycling Operations Segment | | | ||||||
Steel Fabrication Operations Segment | | | ||||||
$ | | $ | |
The company acquired a
Recently Issued Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, and it’s subsequent corresponding updates: which requires an entity to use a forward-looking expected loss model versus the current incurred loss model for most financial instruments, including accounts receivable. This new guidance is effective for annual and interim periods beginning after December 15, 2019, but can be early adopted. The company anticipates adopting ASU 2016-13 on January 1, 2020. The company is working through its adoption plan to evaluate policies, processes and systems to determine the impact ASU 2016-13 will have in its consolidated financial statements and related disclosure.
Note 2. Acquisition – United Steel Supply, LLC
On March 1, 2019, the company purchased
6
Note 2. Acquisition – United Steel Supply, LLC (Continued)
The aggregate purchase price was preliminarily allocated to the opening balance sheet of USS as of March 1, 2019, and updated in September 2019 upon the final working capital adjustment, as presented below. The following allocation of the purchase price (in thousands) is preliminary based on the information available to estimate the fair value of assets acquired and liabilities assumed. The accounting for the acquisition has not yet been completed because the company has not finalized the valuations of identifiable intangible assets, if any, and thus goodwill. The company anticipates finalizing the valuation of identifiable intangible assets by December 31, 2019.
September 30, | ||||||||||||
2019 Allocation | Adjustments | Initial Allocation | ||||||||||
Current assets, net of cash acquired | $ | $ | ( | $ | ||||||||
Property, plant & equipment | - | |||||||||||
Intangible assets and goodwill | | |||||||||||
Total assets acquired | | |||||||||||
Liabilities assumed | ( | |||||||||||
Redeemable noncontrolling interest | | |||||||||||
Net cash consideration | $ | $ | | $ |
Note 3. Leases
In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842) and its subsequent corresponding updates; which established a new lease accounting model that requires lessees to recognize a right-of-use asset and related lease liability for most leases having lease terms of more than 12 months. The company adopted ASC 842 effective January 1, 2019, using the optional transition method, thereby applying the new guidance at the effective date, without retrospective application to prior periods. The company elected practical expedients permitted under the transition guidance which allowed the company to not reassess under the new standard its prior conclusions regarding lease identification and classification. The company elected to use hindsight when determining the lease term. The company also elected the short-term lease exemption, and did not recognize right-of-use assets and lease liabilities for short-term leases, those with lease commencement date terms of 12 months or less. The company recognized right-of-use assets and lease liabilities of $
The company has operating leases relating principally to transportation and other equipment, and some real estate. The company determines if an arrangement contains a lease at inception, which generally occurs when the arrangement identifies a specific asset that the company has the right to direct the use of and obtain substantially all of the economic benefit from use of the identified asset. Certain of our lease agreements contain rent escalation clauses (including fixed and index-based escalations), and options to
Operating lease right-of-use assets and lease obligations included in the consolidated balance sheet at September 30, 2019, are as follows (in thousands):
Right of use assets under operating leases: | |||||
Other assets - noncurrent | $ | | |||
Lease obligations under operating leases: | |||||
Accrued liabilities | $ | | |||
Other liabilities - noncurrent | | ||||
$ | |
7
Note 3. Leases (Continued)
The weighted average remaining lease term for our operating leases is
2019 - for the remaining three months | $ | | |||
2020 | | ||||
2021 | | ||||
2022 | | ||||
2023 | | ||||
Thereafter | | ||||
Total undiscounted cash flows | | ||||
Less imputed interest | ( | ||||
Lease obligations under operating leases | $ | |
Operating lease expense included in the consolidated statements of income was $
Note 4. Earnings Per Share
Basic earnings per share is based on the weighted average shares of common stock outstanding during the period. Diluted earnings per share assumes the weighted average dilutive effect of common share equivalents outstanding during the period applied to the company’s basic earnings per share. Common share equivalents represent potentially dilutive restricted stock units, deferred stock units, restricted stock, and performance awards, and are excluded from the computation in periods in which they have an anti-dilutive effect. There were
Three Months Ended September 30, | |||||||||||||||||
2019 | 2018 | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Average | Average | ||||||||||||||||
Net Income | Shares | Per Share | Net Income | Shares | Per Share | ||||||||||||
(Numerator) | (Denominator) | Amount | (Numerator) | (Denominator) | Amount | ||||||||||||
Basic earnings per share | $ | | | $ | | $ | | | $ | | |||||||
Dilutive common share equivalents | - | | - | | |||||||||||||
Diluted earnings per share | $ | | | $ | | $ | | | $ | |
8
Note 4. Earnings Per Share (Continued)
Nine Months Ended September 30, | |||||||||||||||||
2019 | 2018 | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Average | Average | ||||||||||||||||
Net Income | Shares | Per Share | Net Income | Shares | Per Share | ||||||||||||
(Numerator) | (Denominator) | Amount | (Numerator) | (Denominator) | Amount | ||||||||||||
Basic earnings per share | $ | | | $ | | $ | | | $ | | |||||||
Dilutive common share equivalents | - | | - | | |||||||||||||
Diluted earnings per share | $ | | | $ | | $ | | | $ | |
Note 5. Inventories
Inventories are stated at lower of cost or net realizable value. Cost is determined using a weighted average cost method for raw materials and supplies, and on a first-in, first-out basis for other inventory. Inventory consisted of the following (in thousands):
September 30, | December 31, | ||||||||
2019 | 2018 | ||||||||
Raw materials | $ | $ | |||||||
Supplies | |||||||||
Work in progress | |||||||||
Finished goods | |||||||||
Total inventories | $ | $ |
Note 6. Changes in Equity
The following tables provide a reconciliation of the beginning and ending carrying amounts of total equity, equity attributable to stockholders of Steel Dynamics, Inc., and equity and redeemable amounts attributable to noncontrolling interests (in thousands) for each quarterly period in the nine months ended September 30, 2019 and 2018:
Stockholders of Steel Dynamics, Inc. | |||||||||||||||||||||||
Accumulated | |||||||||||||||||||||||
Additional | Other | Redeemable | |||||||||||||||||||||
Common | Treasury | Paid-In | Retained | Comprehensive | Noncontrolling | Total | Noncontrolling | ||||||||||||||||
Stock | Stock | Capital | Earnings | Loss | Interests | Equity | Interests | ||||||||||||||||
Balances at December 31, 2018 | $ | | $ | ( |